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DEPARTMENTOF PUBLIC SERV ICE REGULATIONBEFORE THE PUBLIC SERVICE CO MMISSIONOF THE STATE OF MONTANA

IN THE MATTER OF theConsolidated Petition by MountainWater C ompany for DeclaratoryRulings and Application for App rovalof Sa le and Transfer of Stock inPark Water Com~anv

UTILITY DIVISIONDOCKET NO. D2017.I8

DATA AND INFORMATION REQUESTS TO MOUNTAINWATER COMPANYI Please provide specific de tail supporting written or emailcommunications and other documents in the possession of Western WaterHoldings, LLC (Western Water) controlled by C arlyle InfrastructurePartners Western Water, L. P. as to the basis that pursuant to theirproposed merger Park Water Company (Park). Mountain Water Company(Mountain) states in its January 24, 201 1Application submitted h erein tothe Montana department of Public Regu lation before the Montana Pub licService Comm ission in paragraph 22, top of page 8, that: "Additionally,access to the resources of Carlyle should maintain Park'saccess to thecapital markets to mee t its periodic needs for outside sources of funds."

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2. What assurances did Park and/or Mountain receive from C arlyle thatit will ma intain the Missoula's water-system infrastructure at least at itscurrent level?

3. Please identify in what ways Carlyle will likely "enhance P ark'saccess to the capital markets to m eet its periodic needs for outside sourcesof funds."

4. If Mountain is a closely h eld corporation whose entire stock is ownedby Park, please generally identify and specify how frequently Park obtainsinformation pertaining to Mountain's operations in Missoula. Further,please describe how Park participates in planning and managem ent ofMountain's operations.

5. Please explain how "THE S ALE OF PARK STOCK TO CARLYLEHAS NO IMPACT ON THE OPERATIONS O F M OUNTAIN INTHE STATEOF MONTANA,"as stated in several places in the application, is accuratewhen, elsewhere in the document, Carlyle's access to capital is cited as aclear advantage to system operations.

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6. When, and pursuant to what terms and price, did Park sell Mountain'sSuperior, Montana public water supply operations to the town of Superior?

7. Please admit that Mountain as well as Park knew of the City ofMissoula's continuing interest in acquiring Mountain's Missoula operation.

8. Please acknowledge that the copy of Mountain Water company'sAugust 14, 1997 letter signed by Mr. Arvid M. Hiller, Vice President andGeneral Manager, and H. H. Wheeler, President of Mountain WaterCompany, addressed to City of Missoula Mayor Mike Kadas demonstratesthat both Mountain and Park knew of the City of Missoula's continuinginterest in acquiring Mountain's Missoula operations. (See Exhibit A.)

9. Please explain in specific detail why Park did not provide the City ofMissoulawith any opportunity to purchase Mountain's Missoula operationsduring 2010 or 2011while discussing a sale to Carlyle.

10. Please describe in detail any existing problems and/or issues withMountain's infrastructure for its Missoula operations.

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11. Please provide any documentation between Carlyle and Park orMountain that show that Carlyle has committed to continue Mountain'sshort- and long-term capital infrastructure improvement plans.

12. Please provide any documentation between Carlyle and Park orMountain as to whether Carlyle will expand the existing Mountain public

water system to serve new residential and commercial development inMissoula.

13. What does Mountain intend to do under new ownership with regard toresidential and commercial metering?

14 . Please compare Mountain's Missoula public water system watertreatment requirements to other major public water systems in Billings,Bozeman, Butte, Great Falls, Helena and Kalispell.

15. Please compare Mountain's Missoula residential and commercialwater rates to rates in Billings, Bozeman, Butte, Great Falls, Helena, andKalispell.

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16. Is there any documentation andlor comm unication between Carlyleand Park or Mountain pertaining to water treatment requirements forMountain's public water system in M issoula? If there is, please provide acopy of any and all communications and documentation.

17 . Is there any docum entation andlor communication between C arlyleand Park or Mountain pertaining to water rates for Mountain's Missoulapublic water system and/or M ontana's other ma jor municipalities in Billings,Bozeman, Butte, Great falls, Helena and Kalispell?

18. Is C arlyle interested in and com mitted to continuing workingcooperatively with the City of Missou la on issues including, but not limitedto, water-system expansion in the urban Missoula area, fire hydran ts, streetdepa rtment trucks access to water for washing and sweeping utilityinfrastructure improvements, u tility repa ir, and improvement projects inadvance o f some street improvem ent projects?

19 . Is there any documentation andlor com munications between Carlyleand Park or Mountain concerning coope rative working relationships with

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the City of Missoula? If there is, please provide a copy of any and allcommunications and documentation.

20. Who are Mountain's Five (5 ) most water-consumptive customers withrespect to Mountain's Missoula public water system? Please identify eachentity in ranking order of consumption.

21. If and when Carlyle elects to sell Mountain, will Carlyle provide theCity of Missoula an opportunity to make an offer to purchase the Missoulasystem?

RESPECTFULLYsubmitted thisd d a y f May, 20,l.

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CERTIFICATE OF SERVICEI hereby certify that on the 2"dday of May, 2011, 1 mailed a true and

correct copy of the foregoing petition as follows:Awid HillerMountain Water Company1345W. BroadwayPO Box 4826Missoula, MT 59806-4826(US. Mail only)John AlkeHughes, Kellner, Sullivan & Atke40W. Lawrence, Suite APO Box 1166Helena, MT 59624-1 166jalke@hksJaw.comThorvald A. NelsonHolland& Hart LLP6380 South Fiddlers Green Circle, Suite 500Greenwood Village, CO 801ItneIson@hollandhart.comKateWhitneyPublic Service Commission1701 Prospect AvenuePO Box 202601Helena, MT 59620-2601(e-filed, plus original)Electronic service only:ramoody@hollandhart.comRobertA. NelsonMontana Consumer CounselI 1 North Last Chance Gulch, Suite IPO Box 203703PETITIONTO INTERVENE BY CITY OFMISSOULA- Page 7

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Helena, MT 59620-7 703mwright@mt.govBryan D. inThe Carlyle Group520 Madison Avenue, 41" FloorNew York, NY 10022bryan.lin@carIyle.comJim Larocque, CFAThe Carlyle Group520 Madison AvenueNew York, NY 10022jim. larocque@ carlyle.comWilliam MercerHolland & Hart LLP401 North 31" Street, Suite 1500PO Box 639Billings, MT 59103-0639wwmercer@hollandhart.comBarbara H all, Legal DirectorClark Fork Coalition140 S. 41h street West, Unit 1PO Box 7593Missoula, MT 59801barbara@clarkfork.org

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-- - -. 0. ox 4826 1345 West Broadway Missoula, Montana 59806 Phone (406) 721-5570

ARVlD M. HILLERV.P. and General Manager(406) 7 2 1-5570

August 14, 1997MAYOR'S OFFICEI CITY'OF ISSOVLI\J

Mayor Mike KadasMISSOULA CITY WALL4 j j KymanMissoula. hlT 59802

RE: Mountain Water CompanyDear Mayor Kadas:

In our recent discussion, reference was once again made concerning the City's desire to secure anopportunity to purchase th e Missoula Water System if the company decided it wished to sell.This is to affirm our attorney's statement made in his letter to you, dated July 18, 1997 indicating"...that should Mountai n Water determine to sell its Missoula Water System or to sell all the stock ofMountain Water, the City will be notified of that decision prior to any such sale."It is recognized that in such an event, it would be necessary for the City to have a reasonable timeto determine whether it wished to purchase the system, and as a conseque nce, the City m ay antic ipate beinggranted a minimum of 90 days after the notice of the Company's intention to sell and the Company agreesthat it would no t sell the system l o any third party during such period or an extension of that period if .granted by Mountain Water Company.Mountain Water Com pany is a Montana corporation, a wholly owned subsidiary of P ark WaterCompany. It is conceivable that in the future Park Water Company may be involved in mergers,consolidations, reorganizations, restructuring, etc., which by their very nature would involve the stock andthe assets of Mountain Water. This lener should not be interpreted to apply to any of such situations.

Respectfully submitted,

Amid M. HillerVice President and General Manager

Presidentrnttcltyc Ms Janti Slebens