THIS ASSET CONTRIBUTION AGREEMENT is executed as of December 15, 2000, by and between American Transmission Company LLC, a Wisconsin limited liability company ("ATCLLC"), and [Name of Contributing Utility], a __________________ corporation (the "Contributor").

    A. 1999 Wisconsin Act 9 includes provisions commonly referred to as the Reliability 2000 Legislation, which authorized the organization of a new company to provide electric transmission service;

    B. ATCLLC has been formed in accordance with the provisions of the Reliability 2000 Legislation;

    C. Pursuant to the provisions of the Reliability 2000 Legislation, companies with transmission assets have been authorized to contribute their transmission assets to ATCLLC;

    D. The Contributor desires to divest its interest in its transmission facilities and associated land rights and to transfer ownership of such facilities and rights to ATCLLC in exchange for an ownership interest therein, all upon the terms and conditions set forth herein;

    E. It is anticipated that certain other electric companies will contribute their transmission assets to ATCLLC pursuant to separate but substantially similar Asset Contribution Agreements between ATCLLC and such electric companies.

    NOW, THEREFORE, in consideration of the mutual premises and covenants contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

    SECTION 1.1 Definitions

    Capitalized terms used and not otherwise defined herein shall have the respective meanings assigned to such terms as set forth below, or if not so defined, as set forth in the Operating Agreement.

    "Agreement" means this Asset Contribution Agreement, together with all Schedules and Exhibits hereto.

    "ATCLLC" means American Transmission Company LLC, a Wisconsin limited liability company.

    "Circuit" means: (i) a line commencing at one substation and extending to another substation, (ii) a line commencing at one substation and returning to the same substation or (iii) a line commencing at a substation and terminating other than at a substation.

    "Circuit Method" means the method of classifying the Transmission Line Land Rights set forth in Section 2.2.

    "Closing" has the meaning provided in Article X.

    "Closing Date" has the meaning provided in Article X.

    "Construction Work In Progress" means, as of the Operations Date, any construction project which is not a Documented Construction Project and that is, as of the Operations Date, under construction. Such term shall include, with respect to each construction project, the land right on which such construction project is being built, all personal property and fixtures to which the Contributor has title that are or are anticipated to be a part of such construction project and all contracts for the construction of such construction project to which the Contributor is a party.

    "Contracts" means agreements, contracts, memoranda of understanding, joint ventures, letters of intent and any other form of agreement.

    "Contributed Assets" has the meaning provided in Section 3.1.

    "Contributor" has the meaning provided in the preamble to this Agreement.

    "Dispute Resolution Provisions" means those provisions for resolving disputes among the Members and between the Members and the Company set forth as Exhibit B to the Operating Agreement.

    "Distribution" means (i) the distribution of electricity at nominal voltages that are lower than 50 kV, or (ii) the distribution of electricity regardless of the nominal voltage at which such distribution facility is designed to operate or does operate, if the facilities are designated by the PSCW as used for distribution.

    "Distribution Facility" means (i) an electrical facility used for Distribution or (ii) a natural gas pipeline and related facilities used for the distribution of natural gas.

    "Distribution Line" means (i) an electrical line used for Distribution; or (ii) a natural gas pipeline used for the distribution of natural gas.

    "Documented Construction Project" means a construction project for which a certificate of authority or public convenience and necessity has been applied for or issued by the PSCW under Wis. Stat. Section 196.49 or 196.491.

    "Encumbrance" means any mortgage, pledge, lien, option, conditional sale agreement, encumbrance, security interest, claim or charge of any kind.

    "Environmental Claim" means any and all administrative, regulatory or judicial actions, actions arising under local, state or federal law including without limitation, claims of trespass, public or private nuisance, waste, and breach of standards of care, suits, including citizen suits, demands, demand letters, claims, directives, proceedings or notices by any Governmental Authority or other person alleging in writing violations of or liability under, or seeking to enjoin any activity as inconsistent with, or demanding remediation of conditions which, with notice, the passage of time, or both would constitute violations of, any Environmental Laws or any other local, state or federal law, statute, ordinance, rule, code, regulation, administrative interpretation, guidance document or memorandum, decree or order, contractual obligation or common-law doctrine including without limitation Chapters 59, 60, 61, 62, 66, and 87 of the Wisconsin Statutes, arising out of, based on or resulting from the presence, use, generation, treatment, storage, recycling, management, deposit, disposal, leakage, burial, discharge, emission, injection, spillage, seepage, leaching, escaping, emptying, dumping, pumping, pouring, placement or release of any Hazardous Material from, at, in, on or under, or the transport to or from, any Contributed Asset, and by any Person, or any loss of or damage to any property, natural resource or the environment, or death of or injury to any person, resulting from or relating in any way to any Contributed Asset or to any Hazardous Material that is or was present, used, generated, treated, stored, recycled, managed, transported, deposited, disposed of, buried, discharged, emitted, injected, emptied, dumped, pumped, poured, placed or Released, or that leaked, spilled, seeped, leached or escaped, at, on, in, under, to or from any Contributed Asset. Environmental Claim shall exclude those claims arising from action, inaction or a condition first existing after the Operations Date or arising out of an action, inaction or condition occurring after the Operations Date. In the event that an Environmental Claim is aggravated or exacerbated by action, inaction or condition occurring after the Operations Date it will still be an Environmental Claim but ATCLLC will contribute to any Environmental liabilities in proportion to the actual harm caused by events occurring after the Operations Date. Environmental Claim includes any environmental claim made against ATCLLC as a successor in interest to Contributor.

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