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7 Title Page Southern California Edison Company Tariff Title: Rate Schedule Tariff Record Title: First Revised Rate Schedule FERC No. 424 FERC FPA Electric Tariff SECOND AMENDED AND RESTATED ELDORADO SYSTEM CONVEYANCE AND CO-TENANCY AGREEMENT BETWEEN NEVADA POWER COMPANY (d/b/a NV Energy) SALT RIVER PROJECT AGRICULTURAL IMPROVEMENT AND POWER DISTRICT SOUTHERN CALIFORNIA EDISON COMPANY DEPARTMENT OF WATER AND POWER OF THE CITY OF LOS ANGELES Contract Effective Date: 12/20/1967 Tariff Record Proposed Effective Date: 01/01/ Version Number: PAB001 Option Code: A

8 Page 2 SECOND AMENDED AND RESTATED ELDORADO SYSTEM CONVEYANCE AND CO-TENANCY AGREEMENT TABLE OF CONTENTS 1. PARTIES RECITALS AGREEMENT EFFECTIVE DATE DEFINITIONS ASSIGNMENT OWNERSHIP AND TITLES CAPACITY ENTITLEMENTS IN ELDORADO SYSTEM ADMINISTRATION WAIVER AND RIGHT TO PETITION MORTGAGE AND TRANSFER OF CO-OWNERS INTERESTS RIGHT OF FIRST REFUSAL CAPITAL ADDITIONS, CAPITAL BETTERMENTS, CAPITAL REPLACEMENTS AND RETIREMENT OF ELDORADO SYSTEM ADDITIONS TO ELDORADO SYSTEM DESTRUCTION, DAMAGE OR CONDEMNATION OF THE ELDORADO SYSTEM ARBITRATION DEFAULTS AND COVENANTS REGARDING OTHER AGREEMENTS TERM AND RIGHTS OF CO-OWNERS UPON TERMINATION RELATIONSHIP OF PARTIES NOTICES COVENANTS RUNNING WITH THE LAND MISCELLANEOUS PROVISIONS TERMINATION OF PRELIMINARY AGREEMENT GOVERNING LAW... 46

9 Page 3 EXHIBIT 1 EXHIBIT 2 EXHIBIT 3 EXHIBIT 4 EXHIBIT 5 EXHIBIT 6 EXHIBIT 7 EXHIBIT 8 GRANT DEED AND RIGHT-OF-WAY EASEMENT MOHAVE-ELDORADO 500-KV AC TRANSMISSION LINE RIGHT OF WAY ELDORADO SUBSTATION SITE AND RELATED RIGHTS OF WAY NO. 1 AND NO. 2 ELDORADO-MEAD 220-KV AC TRANSMISSION LINE RIGHTS OF WAY ELDORADO SYSTEM EXISTING FACILITIES PROPERTY AT ELDORADO SUBSTATION OWNED SOLELY BY SCE MOHAVE TELECOMMUNICATIONS FACILITY OWNERSHIP

10 Page 4 SECOND AMENDED AND RESTATED ELDORADO SYSTEM CONVEYANCE AND CO-TENANCY AGREEMENT 1. PARTIES: The parties to this SECOND AMENDED AND RESTATED ELDORADO SYSTEM CONVEYANCE AND CO-TENANCY AGREEMENT are: NEVADA POWER COMPANY, doing business as NV Energy, a Nevada corporation (hereinafter referred to as "Nevada"); SALT RIVER PROJECT AGRICULTURAL IMPROVEMENT AND POWER DISTRICT, an agricultural improvement district, organized and existing under the laws of the State of Arizona (hereinafter referred to as "Salt River Project"); DEPARTMENT OF WATER AND POWER OF THE CITY OF LOS ANGELES, a department organized and existing by virtue of and under the Charter of the City of Los Angeles, a municipal corporation of the State of California (hereinafter referred to as "City"); and SOUTHERN CALIFORNIA EDISON COMPANY, a California corporation (hereinafter referred to as "Edison"). 2. RECITALS: This Co-Tenancy Agreement is made with reference to the following facts, among others: 2.1 Nevada is an electric utility engaged in the generation, transmission and distribution of electric power and energy in parts of the State of Nevada. 2.2 Salt River Project is engaged in the generation, transmission and distribution of electric power and energy in parts of the State of Arizona. 2.3 Edison is an electric utility engaged in the generation of electric power and energy in the States of California and Arizona and in the transmission and distribution of electric power and energy in parts of the States of California and Nevada. 2.4 By the Right of Way Grant Decision, Edison acquired and is now the owner of certain rights of way and easements for electric transmission lines, substation facilities, and access roads including, among others, the Mohave-Eldorado 500 KV AC Transmission Line Right of Way and the

11 Page 5 Eldorado Substation Site-Right of Way Grant, which rights of way and easements are for a fifty (50) year period terminating November 14, The No. 1 and No. 2 Eldorado-Mead 220 KV AC Transmission Line Rights of Way terminate December 4, On October 14, 1965, the Commission and Edison entered into the Option Contract. 2.6 On December 12, 1966, the Co-Owners entered into an agreement entitled "Mohave Project Preliminary Agreement" which set forth the general scope of the agreements to be entered into with respect to their ownership and operation of the Eldorado System. 2.7 On June 28, 1967, the Co-Owners entered into the Construction Agreement. 2.8 The Co-Owners acquired, constructed, own, use, operate, and maintain the Eldorado System pursuant to the System Agreements. 2.9 Edison, by the execution of the original Eldorado System Conveyance and Co-Tenancy Agreement, transferred, assigned and conveyed to the other Co-Owners undivided interests in the Option Contract and established certain terms and conditions relating to their ownership and operation of the Eldorado System and relating to their rights and obligations under the System Agreements. 3. AGREEMENT: The Co-Owners, for and in consideration of the mutual covenants to be by them kept and performed, agree as follows: 4. EFFECTIVE DATE: This Co-Tenancy Agreement became effective on December 20, DEFINITIONS: The following terms, when used herein, shall have the meaning specified: 5.1 ACCOUNTING PRACTICE: Generally accepted accounting principles, in accordance with the "Federal Power Commission Uniform System of Accounts Prescribed for Public Utilities and Licensees (Class A and Class

12 Page 6 B), Subject to the Provisions of the Federal Power Act, in effect on March l, 1965." 5.2 AUDITING COMMITTEE: The Auditing Committee which is established pursuant to Section 9.1 of this Co-Tenancy Agreement. 5.3 BLM: The United States Department of the Interior, Bureau of Land Management. 5.3A CAPACITY ENTITLEMENT: The capacity entitlement of each Co-- Owner in the Eldorado System pursuant to Sections 8.1 and 8.2 of this Co- Tenancy Agreement. For purposes of Sections 8.4 and 8.5 of this Co- Tenancy Agreement, Edison's Capacity Entitlement shall be 884 MW. 5.4 CAPITAL ADDITIONS: Any items of tangible property which are added to the Eldorado System and which do not substitute for any existing structures, facilities or equipment constituting a part of the Eldorado System, or any land or land rights which are added to the Eldorado System and which do not substitute for existing land or land rights constituting a part of the Eldorado System, and which in accordance with Accounting Practice would be capitalized. 5.5 CAPITAL BETTERMENTS: The enlargement or improvement of any existing land or land rights, structures, facilities or equipment constituting a part of the Eldorado System, or the substitution therefor of other land or land rights, structures, facilities or equipment, where such substitution constitutes an enlargement or improvement as compared with that for which it is substituted, and which in accordance with Accounting Practice would be capitalized. 5.6 CAPITAL REPLACEMENTS: The substitution of any existing units of property or land or land rights constituting a part of the Eldorado System for other units of property of land or land rights, where the substitution does not constitute an enlargement or improvement of that for which it is substituted, and which in accordance with Accounting Practice would be capitalized. 5.7 Intentionally omitted.

13 Page COMMISSION: The Colorado River Commission of Nevada, an agency of the State of Nevada, created and existing pursuant to the provisions of Sections to , inclusive, Nevada Revised Statutes, as amended. 5.9 COMMON USE AREAS: Those areas lying within the Mohave-Eldorado 500-kv AC Transmission Line Right of Way and within the No. 1 and No. 2 Eldorado-Mead 220-kv AC Transmission Line Rights of Way designated as Common Use Areas on Exhibits 2 and 4 hereto COMPONENT(S) OF THE ELDORADO SYSTEM: Any of the components of the Eldorado System, as shown on Exhibit 5 hereto, and described as follows: The Mohave-Eldorado 500-kv ac transmission line, from the point of termination in the Mohave 500-kv Switchyard to the point of termination in the 500-kv ac switchyard of Eldorado Substation, and the Mohave-Eldorado 500-kv AC Transmission Line Right of Way The 500-kv ac switchyard of Eldorado Substation comprising the termination facilities for the transmission line and transformer banks, including, but not limited to, the 500-kv ac busses, power circuit breakers and disconnect switches, and the structures therefor The two 525-mva, kv ac transformer banks and the equipment associated therewith, tertiary shunt reactors, spare 167- mva, kv transformer bank and the transformer leads from the high and low voltage transformer bushings to the points of termination on the busses in the 500-kv ac and 220-kv ac switchyards, respectively, in Eldorado Substation The 220-kv ac switchyard of Eldorado Substation comprising the termination facilities for the transmission lines and transformer banks, including, but not limited to, the 220-kv ac busses, power circuit breakers, disconnect switches, and the structures therefor.

14 Page The General Facilities The No. 1 and No. 2 Eldorado-Mead 220-kv ac transmission lines, from the points of termination in the 220-kv ac switchyard of Eldorado Substation to the points of termination in the 220-kv ac switchyard of Mead substation, and the No. 1 and No. 2 Eldorado- Mead 220-kv AC Transmission Line Rights of Way The Mohave 500-kv Switchyard 5.11 CONSTRUCTION AGREEMENT: The Eldorado System Construction Agreement, dated June 28, 1967, among the Co-Owners which provides for the construction and/or reconstruction of the Eldorado System COORDINATING COMMITTEE: The Coordinating Committee which is established pursuant to Section 9.1 of this Co-Tenancy Agreement CO-OWNER(S): Any, some or all of Nevada, Salt River Project, City and Edison CO-TENANCY AGREEMENT: This Amended and Restated Eldorado System Conveyance and Co-Tenancy Agreement, as such agreement may be further amended from time to time ELDORADO SUBSTATION: The facilities as shown on Exhibit 5 hereto, at Pages 3, 4 and 5, the General Facilities and other miscellaneous equipment necessary for the operation of all such facilities ELDORADO SUBSTATION SITE - OPTION: acres of real property located in Clark County, State of Nevada, plus the access roadway and utilities easement and right of way designated as "l." on Page 13 of Exhibit 1 hereto, including the right to construct, use and maintain deflection ditches on lands designated as strips A and B on Pages 14 and 15 of Exhibit 1 hereto, all as included in the Option Contract, and as shown and described on Exhibit 3 hereto, and more particularly described in Exhibit 1 hereto at Pages 4, 5, 13, 14 and ELDORADO SUBSTATION SITE - RIGHT OF WAY GRANT: acres of real property located in Clark County, State of Nevada, plus the

15 Page 9 access road thereto, all as included in the Right of Way Grant Decision, and as shown and described on Exhibit 3 hereto ELDORADO SYSTEM: All of the Components of the Eldorado System ENGINEERING AND OPERATING COMMITTEE: The Engineering and Operating Committee which is established pursuant to Section 9.1 of this Co-Tenancy Agreement EXISTING FACILITIES: Those facilities owned by Edison, as set forth and described in Exhibit 6 hereto, which facilities became a part of the Eldorado System pursuant to the terms of the Sale Agreement GENERAL FACILITIES: The facilities at Eldorado Substation, other than the following: Transmission line termination facilities, transformer banks, transformer bank termination facilities, tertiary shunt reactors, and property to be owned solely by Edison as listed on Exhibit 7 hereto. General Facilities include, but are not limited to, the Eldorado Substation Site - Right of Way Grant and the Eldorado Substation Site - Option, communication equipment, protection equipment controls, batteries, auxiliary equipment, lighting and yard improvements MOHAVE 500-kv SWITCHYARD: The 500-kv ac switchyard and related facilities located on the site of the Mohave Project, including the telecommunications equipment listed in Exhibit 8 hereto. The Mohave 500-kv Switchyard is described more particularly in Exhibits 5 and 8 hereto MOHAVE-ELDORADO 500-KV AC TRANSMISSION LINE RIGHT OF WAY: All the rights, titles and interests in and to that portion of the right of way included in the Eldorado System, as granted by the Right of Way Grant Decision, which such portion of the right of way is as shown and described on Exhibit 2 hereto MOHAVE PROJECT: The decommissioned 1,580 megawatt nameplate rating electrical generating station constructed by the Co-Owners in Clark County, State of Nevada.

16 Page Intentionally omitted NO. 1 AND NO. 2 ELDORADO-MEAD 220-KV AC TRANSMISSION LINE RIGHTS OF WAY: All rights, titles and interests to be granted by the BLM, in and to those rights of way applied for by Edison by application dated April 4, 1967 and numbered N-1126, to be included in the Eldorado System, which rights of way are as shown on Exhibit 4 hereto OPERATING AGENT: The Co-Owner responsible for the operation and maintenance of the Eldorado System pursuant to the Operating Agreement OPERATING AGREEMENT: The Eldorado System Operating Agreement executed by and among the Co-Owners, providing for the operation and maintenance of the Eldorado System OPTION CONTRACT: The Contract For An Option between the Commission and Edison, dated October 14, 1965, a copy of which is attached hereto as Exhibit 1, as such Contract For An Option may be amended from time to time Intentionally omitted RIGHT OF WAY GRANT DECISION: The decision of the BLM, Nevada Land Office, dated November 15, 1966, and designated Nevada , wherein Edison was granted certain rights of way on and over lands of the United States for the construction, operation and maintenance thereon of electric transmission lines, substation facilities and access roads, portions of which rights or way are shown and described on Exhibits 2 and 3 hereto; as such decision may be amended from time to time SALE AGREEMENT: That Sale Agreement of even date herewith between Edison, as Seller, and Nevada and Salt River Project, as Buyers, wherein Edison has agreed to sell an undivided interest in the Existing Facilities to Nevada and Salt River Project.

17 Page SYSTEM AGREEMENTS: The Construction Agreement, this Co- Tenancy Agreement, the Operating Agreement, the Sale Agreement, and all documents and grants relating to land and/or land rights for the Eldorado System, but only to the extent applicable thereto, as said agreements and documents may be supplemented or amended. References in this Co-Tenancy Agreement to any specific System Agreement by name shall refer to said agreement as it may be supplemented or amended SYSTEM MANAGER: The Co-Owner responsible for the construction of the Eldorado System pursuant to the Construction Agreement. 6. ASSIGNMENT: 6.1 Edison does hereby assign, transfer and convey to Nevada, Salt River Project and City an undivided interest in the Option Contract. It is agreed that, upon exercise of the rights under the Option Contract by the Co- Owners, title to easements, parts of easements and fee simple interest in real property included in the Eldorado System shall vest in and be held by the Co-Owners, as tenants in common, each having the following described interests therein: For those portions of the Mohave-Eldorado 500-kv AC Transmission Line Right of Way, as shown and described in Exhibit 2 hereto, included in the lands designated as Strips 1 and 2 as described in the Option Contract: Nevada shall have an undivided % interest; Salt River Project shall have an undivided % interest; City shall have an undivided % interest; Edison shall have an undivided % interest For those portions of the No. 1 and No. 2 Eldorado-Mead 220-kv AC Transmission Line Rights of Way, as shown and described on Exhibit 4 hereto, included in the lands designated as strips 2 and 4 as described in the Option Contract: Nevada shall have an undivided % interest;

18 Page Salt River Project shall have an undivided % interest; Edison shall have an undivided % interest For the Eldorado Substation Site-Option, as shown and described in Exhibit 3 hereto: Nevada shall have an undivided % interest; Salt River Project shall have an undivided 8.062% interest; City shall have an undivided 9.200% interest; Edison shall have an undivided % interest. 6.2 Edison reserves unto itself all rights and assumes all obligations in the Option Contract pertaining to property not included in the Eldorado System. 6.3 The Co-Owners hereby agree that they, and each of them, will execute and deliver, or cause to be executed and delivered, such instruments as are necessary and/or proper to amend Edison's application referred to in Section 5.26 hereof, for the No. 1 and No. 2 Eldorado-Mead 220-kv AC Transmission Line Rights of Way so that all rights, titles and interests in and to the No. 1 and No. 2 Eldorado-Mead 220-kv AC Transmission Line Rights of Way, when granted by the BLM, will vest in the Co-Owners as tenants in common, with each having the ownerships and titles as set forth in Section hereof. 6.4 The Co-Owners hereby agree that they, and each of them, will make, execute and deliver, or cause to be made, executed and delivered, such instruments as are necessary and/or proper, to effect amendments to the Right of Way Grant Decision to provide for grants of three separate rights of way, as follows: A grant of the Mohave-Eldorado 500-kv AC Transmission Line Right of Way, as shown and described on Exhibit 2 hereto, to the Co-Owners as grantees, with each having the ownerships and cities as set forth in Section hereof.

19 Page A grant of the Eldorado Substation Site Right of Way Grant, as shown and described on Exhibit 3 hereto, to the Co-Owners as grantees, with each having the ownerships and titles as set forth in Section hereof A grant of the remaining rights of way included in the Right of Way Grant Decision to Edison as grantee. 6.5 Any and all improvements made and/or facilities installed on the Eldorado Substation Site Right of Way Grant and/or the Mohave-Eldorado 500-kv AC Transmission Line Right of Way prior to the effective date of the proposed amendments to the Right of Way Grant Decision as set forth in Section 6.3 hereof shall be made and/or installed pursuant to the terms of the Construction Agreement and shall be deemed to be personal property of the Co-Owners and not affixed to the realty, excepting any facilities referred to in Section 7.5 hereof, which are or will be owned solely by Edison. 6.6 It is agreed: That the undivided interests in the Option Contract herein assigned, transferred and conveyed unto Nevada, Salt River Project and City shall be held by Nevada, Salt River Project, and City, and each of them, subject to and in accordance with the terms and conditions set forth in the System Agreements That the rights, titles and interests in and to the Option Contract, as it pertains to property included in the Eldorado System only, and any Component of the Eldorado System retained by Edison after the effective date of this Co-Tenancy Agreement shall be held by it as a tenant in common with Nevada, Salt River Project and City and shall be held subject to and in accordance with the terms and conditions of the System Agreements That any rights, titles and interests in and to any part or all of a Component of the Eldorado System which may be acquired by the Co-Owners after the effective date of this Co-Tenancy Agreement

20 Page 14 shall be held by such Co-Owner(s), subject to and in accordance with the terms and conditions of the System Agreements. 6.7 At such time as the amendments to the Right of Way Grant Decision referred to in Section 6.4 hereof and amendments to certain rights of way of Edison (not as a Co-Owner) become effective and the No. 1 and No. 2 Eldorado-Mead 220-kv AC Transmission Line Rights of Way are granted, certain portions of rights of way of Edison (not as a Co-Owner) referred to in Section hereof and certain portions of other rights of way of Edison (not as a Co-Owner) will overlap those portions of the Mohave- Eldorado 500-kv AC Transmission Line Right of Way and those portions of the No. 1 and No. 2 Eldorado-Mead 220-kv AC Transmission Line Rights of Way designated as Common Use Areas on Exhibit 2 hereto at page 1 (Detail A), at page 6 (Detail B), and at page 8; and on Exhibit 4 hereto at page 1 (Detail A) and at page 3. It is agreed that, as between Edison (not as a Co-Owner) as one party, and all of the Co-Owners as the other party, all rights, titles and interests in and to the Common Use Areas shall be equal in all respects and shall be deemed to vest in each such party simultaneously, subject to the condition that neither of such parties shall use any part or all of the Common Use Areas in any manner which would interfere with the lawful use of such Common Use Areas by the other party. 6.8 Any patrol, maintenance or - access roads used or usable for the patrol, maintenance, construction and/or reconstruction of the Eldorado System or of any facilities of a Co-Owner not included in the Eldorado System, shall be deemed to be common patrol, maintenance and access roads, and the rights of the Co-Owners with respect thereto shall be deemed to vest in each Co-Owner simultaneously and such rights shall be as follows: Edison shall have the right to use any of such patrol, maintenance or access roads for the patrol, maintenance, construction and/or reconstruction of any electric transmission lines or other facilities of Edison (not as a Co-Owner) located, or to be! located, within

21 Page 15 access distance of such roads, which right is independent of and in addition to any right Edison may have as a Co-Owner, and which right Edison may assign, transfer, convey, or otherwise hypothecate independent of the terms of Sections 11 and 12 hereof Each of the Co-Owners shall have the right to use any of such patrol, maintenance or access roads for the patrol, maintenance, construction and/or reconstruction of the Eldorado System. 6.9 The Co-Owners, and each of them, hereby assume the obligations applicable to their respective undivided interests in all System Agreements relating to land or land rights and agree to keep and perform all of the terms, covenants and conditions in such System Agreements on their part to be kept and performed Edison is the owner of certain rights, titles and interests in and to certain rights of way granted by the United States Department of the Interior which rights of way are known as "Boulder-Chino Transmission Line Right of Way," Nevada Serial No ; and "Second Boulder-Chino Transmission Line Right of Way, Nevada Serial No Such rights of way, in part, are located on the same lands as the No. 1 and No. 2 Eldorado-Mead 220-kv AC Transmission Line Rights of Way. Edison does not convey, or attempt to convey, any rights, titles or interests in and to such rights of way to the other Co-Owners by this Co-Tenancy Agreement or by the Sale Agreement. Further, Edison does not intend to abandon any rights, titles or interests in and to such rights of way, but Edison does intend to retain its rights, titles and interest in and to such rights of way, subject to the following: Edison hereby consents to a grant by the BLM to the Co-Owners of the No. 1 and No. 2 Eldorado-Mead 220-kv AC Transmission Line Rights of Way and to the exercise by the Co-Owners of all rights under such grant Edison hereby agrees that it will not exercise its rights under its retained rights of way in any manner which would endanger or

22 Page 16 interfere with the lawful use of the No. 1 and No. 2 Eldorado-Mead 220-kv AC Transmission Line Rights of Way by the Co-Owners Edison agrees within one hundred twenty (120) days after the effective date of this Co-Tenancy Agreement to procure a release of the interests assigned, transferred and conveyed herein from the lien of Edison's trust indenture (to the extent that such interests may be subject thereto) and to procure from the trustees under such trust indenture a consent and ratification of the execution, delivery and performance by Edison of this Co-Tenancy Agreement. 7. OWNERSHIP AND TITLES: 7.1 The Co-Owners shall acquire, own, construct, reconstruct, use, operate and maintain the Eldorado System in accordance with the System Agreements, and their rights, titles and interests therein shall be as provided in this Co-Tenancy Agreement. 7.2 The Co-Owner(s) shall hold and receive title to and thereafter own as tenants in common any part or all of each Component of the Eldorado System, as follows: The General Facilities: Nevada shall own an undivided % interest therein Salt River Project shall own an undivided 8.062% interest therein City shall own an undivided 9.200% interest therein Edison shall own an undivided % interest therein The Mohave-Eldorado 500-kv ac transmission line, as described in Section hereof, and the Mohave-Eldorado 500-kv AC Transmission Line Right of Way: Nevada shall own an undivided % interest therein Salt River Project shall own an undivided % interest therein City shall own an undivided % interest therein Edison shall own an undivided % interest therein.

23 Page The No. 1 and No. 2 Eldorado-Mead 220-kv AC Transmission Line Rights of Way and the No. 1 and No. 2 Eldorado-Mead 220- kv ac transmission lines, as described in Section hereof, excluding the Existing Facilities: Nevada shall own an undivided % interest therein Salt River Project shall own an undivided % interest therein Edison shall own an undivided % interest therein The 500-kv ac switchyard of Eldorado Substation, as described in Section hereof: Nevada shall own an undivided % interest therein Salt River Project shall own an undivided 7.550% interest therein City shall own an undivided % interest therein Edison shall own an undivided % interest therein The two 525-mva, kv ac transformer banks and related equipment, as described in Section hereof, excluding the tertiary shunt reactors: Nevada shall own an undivided % interest therein Salt River Project shall own an undivided % interest therein Edison shall own an undivided % interest therein The 220-kv ac switchyard of Eldorado Substation, as described in Section hereof: Nevada shall own an undivided % interest therein Salt River Project shall own an undivided % interest therein Edison shall own an undivided % interest therein The tertiary shunt reactors, as described in. Section hereof: Nevada shall own an undivided 14% interest therein.

24 Page Salt River Project shall own an undivided 10% interest therein City shall own an undivided 20% interest therein Edison shall own an undivided 56% interest therein The Mohave 500-kv Switchyard: Nevada shall own an undivided 14% interest therein Salt River Project shall own an undivided 10% interest therein City shall own an undivided 20% interest therein Edison shall own an undivided 56% interest therein. 7.3 From and after the date the sale shall have occurred, pursuant to the terms and conditions of the Sale Agreement, the Co-Owners shall hold title to and own as tenants in common the Existing Facilities as follows: Nevada shall own an undivided % interest therein Salt River Project shall own an undivided % interest therein Edison shall own an undivided % interest therein. 7.4 The ownership and titles, as described in Sections 7.2 and 7.3 hereof: Not now vested in one or more of the Co-Owners shall vest simultaneously in the Co-Owners so that the estate of each is concurrent as to time, right and priority Now vested in one or more of the Co-Owners shall be deemed to be concurrent as to time, right and priority. 7.5 Certain facilities, including any facilities and/or transmission line connections to be added pursuant to Section 14 hereof, located, or to be located, on property included in the Eldorado System, shall become and/or remain the property of Edison. Such facilities as presently planned are described on Exhibit 7 hereto. Such facilities shall be deemed to be and remain personal property of Edison, not affixed to the realty, and shall be removable by Edison at any time. 7.6 Within eighteen (18) months following the completion of the final Component of the Eldorado System necessary to complete the

25 Page 19 construction of the Eldorado System, the Co-Owners shall jointly prepare, execute and deliver a supplement to this Co-Tenancy Agreement in recordable form which shall describe, with particularity and with detail, facilities, equipment and other property then constituting each Component of the Eldorado System not specifically described in or deleted from the exhibits hereto, and such supplement, when prepared, executed and delivered shall be and become a part of this Co-Tenancy Agreement. The undivided ownership interests in and to the various facilities, equipment and other property described in such supplement shall be as provided in this Co-Tenancy Agreement. 7.7 In the event that any Co-Owner assigns, transfers, conveys or otherwise disposes of its rights, titles, and interests in and to the Eldorado System, any part or all of a Component of the Eldorado System, or the System Agreements, in accordance with the terms, covenants and conditions of this Co-Tenancy Agreement, the Co-Owners shall jointly prepare, execute and deliver a supplement to this Co-Tenancy Agreement in recordable form which shall describe with particularity and detail the rights, titles and interests of each Co-Owner following such assignment, transfer, conveyance or disposition, and such supplement when prepared, executed and delivered shall be and become, a part of this Co-Tenancy Agreement. 8. CAPACITY ENTITLEMENTS IN ELDORADO SYSTEM: 8.1 Nevada, Salt River Project and City shall have a Capacity Entitlement in each Component of the Eldorado System as follows: Nevada and Salt River Project shall have a Capacity Entitlement in each Component of the Eldorado System as follows: Nevada 222 MW Salt River Project 158 MW City shall have a Capacity Entitlement of 316 MW in each Component of the Eldorado System in which it has an undivided ownership interest (as described in Sections 7.2.1, 7.2.2, 7.2.4, and hereof).

26 Page Edison shall have a Capacity Entitlement of 884 MW in the Mohave 500- kv Switchyard. Edison shall have a Capacity Entitlement in each other Component of the Eldorado System equal to the difference between (a) the sum of the Capacity Entitlements therein of Nevada, Salt River Project and the City, and (b) the entire capacity of each such other Component of the Eldorado System. 8.3 Each Co-Owner shall be entitled to have an amount of power and energy transmitted through each Component of the Eldorado System equal to its capacity entitlement in each such Component of the Eldorado System. 8.4 In the event the Operating Agent determines, pursuant to the terms, covenants and conditions of the Operating Agreement, that it is necessary to curtail the transmission of power and energy through the Mohave- Eldorado 500-kv ac transmission line, then each Co-Owner shall be entitled to have an amount of power, and the energy associated therewith, equal to its Capacity Entitlement in the Mohave-Eldorado 500-kv ac transmission line transmitted from the Mohave 500-kv Switchyard to Eldorado Substation through the Lugo-Mohave and Lugo-Eldorado 500- kv ac transmission lines, which lines are owned solely by Edison (not as a Co-Owner), and through the remaining capacity of the Mohave-Eldorado 500-kv ac transmission line; provided, however, that if the amount of available transmission capacity in the Lugo-Mohave or Lugo-Eldorado 500-kv ac transmission lines, as determined by Edison (not as Co-Owner), and the amount of remaining transmission capacity in the Mohave- Eldorado 500-kv ac transmission line is not sufficient to transmit said amount of power and energy, then all Co-Owners shall be entitled to the amount of such available and remaining transmission capacities in proportion to their respective Capacity Entitlements in the Mohave- Eldorado 500-kv ac transmission line. 8.5 In the event Edison (not as a Co-Owner) determines that it is necessary to curtail the transmission of power and energy through the Lugo-Mohave 500-kv ac transmission line, then each Co-Owner shall be entitled to have

27 Page 21 an amount of power, and the energy associated therewith, equal to its Capacity Entitlement in the Mohave-Eldorado 500-kv ac transmission line transmitted from the Mohave 500-kv Switchyard to Eldorado Substation through the Mohave-Eldorado 500-kv ac transmission line and through the remaining capacity of the Lugo-Mohave 500-kv ac transmission line; provided, however that if the amount of available transmission capacity in the Mohave-Eldorado 500-kv ac transmission line, as determined by the Operating Agent pursuant to the terms, covenants and the conditions of the Operating Agreement, and the amount of remaining transmission capacity in the Lugo-Mohave 500-kv ac transmission line, as determined by Edison (not as a Co-Owner), is not sufficient to transmit said amount of power and energy, then all Co-Owners shall be entitled to the amount of such available and remaining transmission capacities in proportion to their respective Capacity Entitlements in the Mohave-Eldorado 500-kv ac transmission line. 8.6 In the event the Operating Agent determines, pursuant to the terms, covenants and conditions of the Operating Agreement, that it is necessary to curtail the transmission of power and energy in the No. 1 and No. 2 Eldorado-Mead 220-kv ac transmission lines, then the Co-Owners owning said Component of the Eldorado System shall be entitled to the amount of the remaining transmission capacity in proportion to their ownership interests in the No. I and No. 2 Eldorado-Mead 220-kv ac transmission lines. 8.7 Edison shall have the exclusive right to use the entire transmission capacity of all Components of the Eldorado System until the date on which the auxiliary bus of the first of the two (2) steam electric generating units of the Mohave Project is energized for testing; provided, however, that Edison shall have such exclusive right only if Salt River Project and Edison have entered into a separate agreement whereby Edison agrees to reimburse Salt River Project for any additional costs incurred by Salt River Project on the amount Salt River Project has invested in such

28 Page 22 Components of the Eldorado System being used by Edison which additional costs shall have been incurred by reason of early advances of funds. 9. ADMINISTRATION: 9.1 As a means of securing effective cooperation and interchange of information and of providing consultation on a prompt and orderly basis among the Co-Owners in connection with various administrative and technical problems which may arise from time to time in connection with the terms and conditions of the System Agreements, the Co-Owners hereby establish a Coordination Committee, an Engineering and Operating Committee and an Auditing Committee. 9.2 The Coordinating Committee shall consist of one (1) representative from each Co-Owner who shall be an officer or General Manager of such Co- Owner or its designated representative. The functions of the Coordinating Committee shall be as follows: To provide liaison among the Co-Owners at the management level To review and discuss issues and problems related to the Eldorado System and seek to resolve issues referred to it by the Engineering and Operating Committee and by the Auditing Committee To consider such matters and take such action as are specifically provided in the System Agreements. 9.3 The Engineering and Operating Committee shall consist of one (1) representative from each Co-Owner, but an alternate may be designated for such representative to act in his absence. The functions of the Engineering and Operating Committee shall be as follows: To provide liaison among the Co-Owners and between them and the System Manager and the Operating Agent with respect to the construction, operation and maintenance of the Eldorado System pursuant to the provisions of the Construction Agreement and the Operating Agreement.

29 Page To consider such matters and take such action as are specifically provided in the System Agreements To perform such other functions and duties as may be assigned to it by the Coordinating Committee. 9.4 The Auditing Committee shall consist of one (1) representative from each Co-Owner, but an alternate may be designated for such representative to act in his absence. The functions of the Auditing Committee shall be as follows: To develop procedures for providing proper accounting and financial liaison among the Co-Owners incidental to the construction, operation and maintenance of the Eldorado System To keep itself informed on accounting and financial aspects of the construction, operation and maintenance of the Eldorado System To advise and prepare recommendations to the Coordinating Committee on matters involving auditing and financial transactions To consider such matters and take such actions as are specifically provided in the System Agreements To perform such other functions and duties as may be assigned to it by the Coordinating Committee. 9.5 Within thirty (30) days after the execution of this Co-Tenancy Agreement, each Co-Owner shall designate its representative on the Coordinating Committee, Engineering and Operating Committee and Auditing Committee by written notice to the other Co-Owners. 9.6 Each Co-Owner shall notify the other Co-Owners promptly of any change in the designation of its representative on said committees. Any of the Co- Owners may, by written notice to the other Co-Owners, designate an alternate or substitute to act as its representative on said committees in the absence of the regular member or to act on specific occasions with respect to specified matters.

30 Page The Co-Owners, acting through the Coordinating Committee, shall have the right to establish permanent or ad hoc committees. The authority of any such committee shall be set forth in the written agreement establishing such committee and shall be subject to the provisions of the System Agreements. 9.8 Committees established pursuant to the terms and conditions of the System Agreements shall have no authority to modify any of the provisions of the System Agreements. No action may be taken by any such committee unless such action is agreed to by all of the Co-Owners acting through their representative on said committee. 9.9 Committees established pursuant to the terms and conditions of the System Agreements shall keep written minutes and records of all meetings and, unless otherwise provided by the System Agreements, any action or determination made by any such committee shall be reduced to writing and shall become effective when signed by the representative of each Co- Owner on the committee or an authorized alternate. 10. WAIVER AND RIGHT TO PETITION: 10.1 The Co-Owners agree that their rights, titles and interests in the Eldorado System and the System Agreements shall be held in tenancy in common for the duration of the term of this Co-Tenancy Agreement, including any extension thereof. For the term of this Co-Tenancy Agreement each Co- Owner agrees as follows: That it hereby waives the right to partition the Eldorado System, any Component of the Eldorado-System, or its rights, titles and interests in the System Agreements (whether by partitionment in kind or by sale and division of the proceeds thereof), and That it will not resort to any action at law or in equity to partition (in either such manner) the Eldorado System, any Component of the Eldorado System, or its rights, titles end interests in the System Agreements, and waives the benefits of all laws that may now or hereafter authorize such partition.

31 Page MORTGAGE AND TRANSFER OF CO-OWNERS INTERESTS: 11.1 The Co-Owners, and each of them, shell have the right at any time and from time to time to mortgage, create or provide for a security interest in or convey in trust their respective rights, titles and interests in the Eldorado System, any Component of the Eldorado System, and/or in, to and under the System Agreements, to a trustee or trustees under deeds of trust, mortgages or indentures, or to secured parties under a security agreement, as security for their present or future bonds or other obligations or securities, and to any successors or assigns thereof, without the need for the prior consent of any other Co-Owner, and without any such mortgagee, trustee or secured party or parties assuming or becoming in any respect obligated to perform any of the obligations of the Co-Owners prior to its taking possession or its initiation of foreclosure or other remedial proceedings, whichever occurs first Any mortgagee, trustee or secured party under present or future deeds of trust, mortgages, indentures or security agreements of any of the Co- Owners and any successor or assign thereof, and any receiver, referee or trustee in bankruptcy or reorganization of any of the Co-Owners, and any successor by action of law or otherwise, and any purchaser, transferee or assignee of any thereof, may, without need for the prior consent of the other Co-Owners, succeed to and acquire all the rights, titles and interests of such Co-Owner in the Eldorado System, and Component of the Eldorado System, and/or in, to and under the System Agreements, and may take over possession of or foreclose upon any of said rights, titles and interests of such Co-Owner, and shall hold and own such rights, titles and interests of such Co-Owner subject to the terms, covenants and conditions of the System Agreements; but shall not be obligated to pay any monies on account of any of the obligations of such Co-Owner under the System Agreements, which monies shall have accrued prior to its taking of possession or its initiation of foreclosure or other remedial procedures, whichever occurs first.

32 Page Each Co-Owner shall have the right to transfer or assign, at any time, its rights, titles and interests in the Eldorado System, any Component of the Eldorado System and/or in, to and under the System Agreements, without the need for the prior consent of any other Co-Owner, to any of the following: To any corporation or other entity acquiring all or substantially all of the property of such Co-Owner; To any corporation or entity into which or with which such Co- Owner may be merged or consolidated; To any corporation or entity the stock or ownership of which is wholly owned by a Co-Owner; or To the Salt River Valley Water Users' Association, an Arizona corporation, in the case of a transfer or assignment by Salt River Project Except as provided in Sections 11.1 and 11.2 hereof, any successor to the rights, titles and interests of a Co-Owner in the Eldorado System, and/or in, to and under the System Agreements, or any portion thereof, shall assume and agree in writing to fully perform and discharge all of the obligations of such Co-Owner under the System Agreements, to the extent of the rights, titles and interests acquired by it, and such Co-Owner and its successor shall notify each of the other Co-Owners in writing of such transfer or assignment, and shall furnish to each Co-Owner evidence of such transfer or assignment. Any such successor shall specifically agree in writing with the remaining Co-Owners at the time of such transfer or assignment that it will not transfer or assign any rights, titles and interests acquired from a Co-Owner without complying with the terms and conditions of Section 12 hereof No Co-Owner shall be relieved of any of its obligations under the System Agreements by a transfer or assignment under this Section 11 without the express prior written consent of all of the remaining Co-Owners.

33 Page Any transfer or assignment made pursuant to the provisions of this Section 11 shall not be subject to the terms, covenants and conditions set forth and contained in Section 12 hereof. 12. RIGHT OF FIRST REFUSAL: 12.1 Except as provided in Section 11 and Section hereof, should any Co-Owner desire to assign, transfer, convey or otherwise dispose of (hereinafter collectively referred to as "Assign") its rights, titles and interests in the Eldorado System, any Component of the Eldorado System and/or in, to and under the System Agreements, or any part thereof or interest therein (hereinafter referred to as "Transfer Interest"), to any.person, company, corporation, governmental agency or any other Co- Owner (hereinafter referred to as "Outside Party"), the remaining Co- Owners, or any one or more of them, shall have the right of first refusal, as hereinafter described, to purchase such Transfer Interest on the basis of the greater of the following amounts: The amount of a bona fide written offer from a buyer ready, willing and able to purchase the Transfer Interest after the expiration of the periods for giving notices specified in Sections 12.3 to 12.7, inclusive, hereof; or The fair market value of the Transfer Interest. As used herein, the term "fair market value" is defined as the amount of money which a purchaser, willing but not obligated to buy the Transfer Interest, will pay to an owner, willing but not obligated to sell it, taking into consideration all of the uses to which the Transfer Interest is adapted and might in reason be applied. Such value need not be computed upon the basis of a cash sale, but may be computed on the basis of the terms offered in Section Such right of first refusal shall exist as of the effective date of this Co- Tenancy Agreement and shall continue for the term of this Co-Tenancy Agreement.

34 Page At least three (3) years prior to its intended date to Assign, and after its receipt of a bona fide written offer of the type described in Section 12.1 hereof, the Co-Owner desiring to Assign its Transfer Interest shall serve written notice of its intention to do so upon the remaining Co-Owners. Such notice shall contain the approximate proposed date to Assign, the terms and conditions of said bona fide written offer received by such Co- Owner, and the terms and conditions of the proposed assignment offer to be made to the remaining Co-Owners. The terms and conditions contained in such notice shall be at least as favorable to the remaining Co-Owners as the terms and conditions of said bona fide written offer, or may be the same terms and conditions as set forth in said offer Each remaining Co-Owner shall signify its desire to purchase the entire Transfer Interest, or any percentage interest therein, or not purchase all or any percentage interest therein, by serving written notice of its intention upon the Co-Owner desiring to Assign and on the remaining Co-Owners within one hundred eighty (180) days after service of the written notice of intention to Assign given pursuant to Section 12.3 hereof. Failure by a Co-Owner to serve notice as provided within the time period specified in this Section 12.4 shall be conclusively deemed to be notice of its intention not to purchase any portion of the Transfer Interest If all or some of the remaining Co-Owners should signify their intention under Section 12.4 hereof to purchase in aggregate more than the entire Transfer Interest, the percentage interest of the Transfer Interest to be acquired by each such remaining Co-Owner shall be limited to the percentage determined by the formula set forth in Section hereof If the remaining Co-Owners, or any one or more of them, should signify its or their intention under Section 12.4 hereof to purchase less than the entire Transfer Interest, the Co-Owner desiring to Assign its Transfer Interest shall serve written notice of this fact upon the remaining Co- Owners within ten (10) days actor its receipt of the last of the written notices given pursuant to Section 12.4 hereof, or after the expiration of

35 Page 29 the one hundred eighty (180) day period referred to in Section 12.4 hereof, whichever is earlier The one or more remaining Co-Owners who signify an intention to purchase less than the entire Transfer Interest may signify the intention to purchase the remainder of the Transfer Interest by serving written notice of its or their intention to do so upon the Co-Owner desiring to Assign within thirty (30) days after the receipt of the written notice given pursuant to Section 12.6 hereof When intention to purchase the entire Transfer Interest has been indicated by written notices duly given hereunder by the applicable Co- Owner(s) desiring to purchase the Transfer Interest, the Co-Owners shall thereby incur the following obligations: The Co-Owner desiring to Assign and the Co-Owner(s) desiring, to purchase the Transfer Interest shall be obligated to proceed in good faith and with diligence to obtain all required authorizations and approvals to Assign; The Co-Owner desiring to Assign shall be obligated to obtain the release of any liens imposed by or through it upon any part of the Transfer Interest, and to Assign the Transfer Interest at the earliest practicable date thereafter; and The Co-Owner(s) desiring to purchase the Transfer Interest shall be obligated to perform all terms and conditions required by it or them to complete the purchase of the Transfer Interest. The purchase of the Transfer Interest shall be fully consummated within thirty (30) months following the date upon which all written notices required to be given under this Section 12 have been duly served, unless the Co-Owner(s) are then diligently pursuing applications to appropriate regulatory bodies (if any) for required authorizations to effect such assignment or are then diligently prosecuting or defending appeals from orders entered or authorizations issued in connection with such applications.