FIRM TRANSMISSION CAPACITY PURCHASE AGREEMENT
BETWEEN
____________________________________

AND
THE NEW YORK POWER AUTHORITY

THIS AGREEMENT, entered into this _____ day of _____________, 2007, by and between _____________________, a ______________ organized and existing under the laws of the State of _________ and having its principal place of business located at __________ ______________________________ ("Seller"), and the New York Power Authority, a corporate municipal instrumentality of the State of New York with its headquarters at 30 South Pearl Street, Albany, New York 12207 ("Buyer").

WITNESSETH:

WHEREAS, Seller proposes to construct, Own or Lease, operate and maintain the Transmission Facility comprising a merchant transmission facility between _____________________, New York City and _______________, and to provide Firm Transmission Capacity to the Buyer;

WHEREAS, Seller desires to sell Firm Transmission Capacity over the Transmission Facility to Buyer pursuant to the rates, terms, and conditions set forth in this Agreement, and Buyer desires to purchase such Firm Transmission Capacity pursuant to the rates, terms, and conditions set forth herein;

WHEREAS, Buyer is engaged in the sale of electricity in the State of New York as authorized in the New York Public Authorities Law, Sections 1000-1017, as it may be amended from time to time (the "PAL"); and

WHEREAS, Buyer intends to utilize Firm Transmission Capacity from the Transmission Facility for a number of purposes including, but not limited to, receiving Products into NYISO Zone J, maintaining reliable electric service in New York, and bidding Products into markets operated by the NYISO.

NOW, THEREFORE, in consideration of the foregoing and the promises and covenants hereinafter set forth, Buyer and Seller agree as follows:

ARTICLE 1

DEFINITIONS

1.1 Definitions

Any term used in this Agreement not defined herein shall have the meaning customarily attributed to such term by the electric utility industry in New York State. Any references herein to this Agreement, or to any other agreement, shall include any exhibits, appendices, schedules, attachments and addenda thereto, as the same may be amended from time-to-time. When used with initial capitalization, unless otherwise defined herein, whether singular or plural, the following terms, as used in this Agreement, shall have the meanings as set forth below:

"Actual Input Energy" means, for any hour or portion thereof, the amount of Energy, measured in MWh by the Metering Devices at the Point of Receipt, actually supplied by or on behalf of Buyer at the Point of Receipt during such hour.

"Actual Output Energy" means, for any hour or portion thereof, the amount of Energy, measured in MWh by the Metering Devices at the Point of Delivery, actually delivered by Seller on behalf of Buyer at the Point of Delivery during such hour.

"Actual Transmission Capacity" means (for any hour) the amount of transmission capacity measured in MW and determined by the actual Energy that could have been delivered to the Point of Delivery (as determined in accordance with Good Utility Practice and in accordance with the Operating Instructions), excluding any reductions due to (a) reductions or outages caused or directed by the NYISO or any other ISO [if applicable], (b) reduction due to Scheduled Outages approved in advance by Buyer, (c) reductions or outages arising from Connecting Utility A's or Connecting Utility B's isolation rights under the Connecting Utility A Interconnection Agreement or Connecting Utility B Interconnection Agreement, as applicable, or (d) reductions or outages arising from Buyer's failure to perform its obligations set forth in Section 3.2.4.

"Affiliate" shall mean any Person, directly or indirectly, through one or more intermediaries, Controlling, Controlled by, or under common Control with any other Person, as the case may be.

"Agreement" means this Firm Transmission Capacity Purchase Agreement, dated as of the date hereof, between Seller and Buyer, including all exhibits, appendices, schedules, attachments and addenda thereto as the same may be amended from time-to-time.

"Availability" means (for any Month) the arithmetic average of the Hourly Availability values for all hours in that Month.

"Availability Adjusted Contract Rate" means, for any Month, the final rate (in U.S. dollars per MW-Month) charged by Seller and paid by Buyer for each MW of Firm Transmission Capacity sold pursuant to the terms of this Agreement, as determined pursuant to Section 4.3.

"Base Term" means the term of this Agreement as set forth in Section 2.1.

"Bidding and Scheduling Instructions" has the meaning set forth in Section 9.3.

"Business Day" means any calendar day upon which the Federal Reserve Bank of New York is open for business from 9 AM through 5 PM, EPT.

"Buyer" is defined in the first paragraph of the Agreement.

"Buyer Delay" means any failure or delay by Buyer in performing Buyer's obligations under this Agreement that directly and adversely affects or delays Seller's ability to perform its obligations hereunder.

"Buyer's Meters" is defined in Section 7.1.

"Buyer's Taxes" is defined in Section 19.11.2.

"Capacity" means firm generation capacity that can be made available to Buyer at the Point of Delivery through use of the Project.

"Claiming Party" is defined in Section 12.6.

"COD Liquidated Damages" is defined in Section 5.2.3. [if applicable]

"COD Notice" is defined in Section 3.5.2. [if applicable]

"Commercial Operation" means the availability of the Firm Transmission Capacity on the Transmission Facility for scheduling and delivery of Products satisfying the requirements of Section 3.5. [if applicable]

"Commercial Operation Date" means the Day on which the Seller has met all conditions for Commercial Operation set forth in Section 3.5.2 of this Agreement. [If applicable]

"Connecting Utility" means either Connecting Utility A or Connecting Utility B, or both.

"Connecting Utility A" means ________________ [the electric utility to which the Transmission Facility will interconnect at the Point of Receipt].

"Connecting Utility A Electric System" means all equipment and facilities now or hereafter comprising a Connecting Utility A's system for transmission and distribution of electricity as modified or expanded from time-to-time.

"Connecting Utility A Interconnection" means the electrical interconnection of the Transmission Facility with the Connecting Utility A's Electric System at the Connecting Utility Substation.

"Connecting Utility A Interconnection Agreement" has the meaning set forth in Section 3.1.13.

"Connecting Utility B" means ________________ [the electric utility to which the Transmission Facility will interconnect at the Point of Delivery].

"Connecting Utility B Electric System" means all equipment and facilities now or hereafter comprising a Connecting Utility B's system for transmission and distribution of electricity as modified or expanded from time-to-time.

"Connecting Utility B Interconnection" means the electrical interconnection of the Transmission Facility with the Connecting Utility B's Electric System at the Connecting Utility Substation.

"Connecting Utility B Interconnection Agreement" has the meaning set forth in Section 3.1.12.

"Confidential Information" is defined in Section 18.1.

"Consent(s)" means any approval, consent, permit, license, decree, certificate or other authorization or agreement that is required to Own or Lease (as applicable), construct, operate and maintain the Project from any Governmental Authority having jurisdiction, in accordance with applicable Legal Requirements, including, without limitation, all applicable environmental certificates, licenses, permits and approvals, but excluding any consent, the absence of which will not substantially impede the ownership, lease, construction, operation or maintenance of the Project.

"Consents Application Date" means the date on which Seller has submitted to each Governmental Authority what Seller reasonably believes is a complete application for processing and issuance of each Development Permit. [If applicable]

"Consents Application Date Liquidated Damages" is defined in Section 5.2.1.

"Consents Approval Date" means the date on which each of the Development Permits has been issued to Seller by the appropriate Governmental Authority in final form without any conditions reasonably unacceptable to Buyer, Seller or Lenders. [If applicable]

"Construction Milestone" means the Target Consents Application Date, Target Notice to Proceed Date and Target Commercial Operation Date set forth in the Agreement by which Seller must achieve the conditions or performance specified for that date. [If applicable]

"Construction Permits" means those Consents necessary for the commencement of construction of the Project, all of which as of the date of this Agreement are set forth in Appendix VI, Schedule 2. [If applicable]

"Contract Capacity" means, as of any time, the least of (i) the Firm Transmission Withdrawal Rights [or equivalent] (in MW) awarded or assigned to Seller at the Point of Receipt at such time (as adjusted to account for System Losses), (ii) the Transfer Capability at such time, and (iii) ___ MW, which Seller agrees to sell and provide and Buyer agrees to purchase and receive pursuant to the terms of this Agreement.

"Contract Rate" means, for any Month, the rate (in dollars per MW-Month) specified in Appendix II.

"Control" (including the terms "controlling", "controlled by", and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise. A voting interest of ten percent (10%) or more in a Person shall create a rebuttable presumption of control.

"CPLR" is defined in Section 19.8.

"Day" means twenty-four (24) consecutive hours commencing with the hour ending 0100 through hour ending 2400 EPT on any calendar Day.

"Design" means the design for the Project set forth in Appendix I, Part A, including the proposed site and technical specifications. [If applicable]

"Design and Performance Verification Studies" means those system studies undertaken by Seller pursuant to Appendix I. [If applicable]

"Development Permits" means those Consents necessary for development of the Project, all of which as of the date of this Agreement are set forth in Appendix VI, Schedule 1. [If applicable]

"Disclosing Party" is defined in Section 18.1.

"Duration Estimate" is defined in Section 12.3.

"Effective Date" is defined in Section 2.3.

"Energy" means electrical energy delivered to, from, or on behalf of, Buyer, for transmission via the Transmission Facility.

"Environmental Attributes" means any and all credits (including without limitation renewable energy credits), benefits, emissions reductions, offsets, rights and allowances of any nature whatsoever and however entitled, attributable from any Products purchased or exchanged by Buyer utilizing the Project from and after the Effective Date, including: (i) any avoided emissions of pollutants to the air, soil or water such as sulfur oxides (SOx), nitrogen oxides (NOx), carbon monoxide (CO), other pollutants or particulates that are now or may in the future be regulated under the pollution control laws of the United States or any state or political subdivision thereof; (ii) any avoided emissions of carbon dioxide (CO₂), methane (CH₄) and any other greenhouse gases (GHGs) that have been determined by the United Nations Intergovernmental Panel on Climate Change, Northeast Governors Regional Greenhouse Gas Initiative or other standard-setting entity with respect to any relevant market to contribute to the actual or potential threat of altering the Earth's climate by trapping heat in the atmosphere; and (iii) all reporting rights to these avoided emissions, including those rights known as "Green Tag Reporting Rights" that may be available from a legally-constituted or designated authority pursuant to which the purchaser may be entitled to report the ownership of accumulated usage of energy in compliance with Federal or state law, if applicable, and to a Federal or state agency or any other party at such purchaser's discretion, and include without limitation those rights accruing under Section 1605(b) of The Energy Policy Act of 1992 and any present or future Federal, state, or local law, regulation or bill, and any domestic, international or foreign emissions trading program.

"EPT" or "Eastern Prevailing Time" means Eastern Standard Time or Eastern Daylight Time, as applicable.

"Escrow Account" means a financial account held by a third party pursuant to an escrow agreement substantially in the form attached hereto as Appendix V, Part B.

"Event of Default" is defined Section 10.1.

"Excess System Losses Credit" means, for any Month, a credit to Buyer for excessive system losses calculated pursuant to Section 3.11.

"Export Charges" means any charges any ISO other than NYISO imposes on flows leaving or across its control area pursuant to its applicable rules. [If applicable]

"FERC" means the Federal Energy Regulatory Commission, or any successor regulatory agency.

"FERC Authority" means any FERC order, rate schedule, and/or other authorization from the FERC authorizing the Seller to sell Firm Transmission Capacity over the Project under this Agreement.

"Financial Transmission Rights" means any rights, including auction revenue rights, transmission congestion credits or other similar rights and benefits provided, offered, auctioned or otherwise made available in any applicable markets of any ISO other than NYISO authorizing the holder the right to receive all or a portion of congestion costs or similar amounts paid by grid users, collected by such operator per MW delivered from a specified point of receipt to a specified point of delivery, under its applicable rules. [If applicable]

"Financing" means each construction, interim, long-term debt, equity financing, refinancing, and/or credit support arrangement related to all or a portion of the development, construction, or operation of the Project, including any Lease pursuant to which Seller or its permitted assignee is the lessee of the Project (or any portion thereof).

"Financing Documents" means any and all loan agreements, notes, indentures, security agreements, subordination agreements, interest rate protection agreements, participation agreements, leases, agency agreements or other documents related to a Financing.

"Firm Transmission Capacity" means the non-interruptible transmission service up to the Contract Capacity over the Transmission Facility with the capability to deliver and/or provide Energy and Capacity from the Point of Receipt to the Point of Delivery.

"Firm Transmission Injection Rights" [or equivalent ISO term] has the meaning given in the applicable rules of any applicable ISO other than NYISO [If applicable].

"Firm Transmission Withdrawal Rights" [or equivalent ISO term] has the meaning given in the applicable rules of any applicable ISO other than NYISO [If applicable] .

"FOIL" is defined in Section 18.2.

"Force Majeure Event" is defined in Article 12 of this Agreement.

"Force Majeure Remedy Plan" is defined in Section 12.6.

"Good Utility Practice" means any of the practices, methods, or acts engaged in, or approved by, a significant portion of the electric utility industry in North America during the relevant time period, or any of the practices, methods, or acts which, in the exercise of reasonable judgment in light of the facts known at the time the decision was made could have been expected to accomplish the desired result at a reasonable cost consistent with good business practices, reliability, safety, and expedition. Good Utility Practice is not intended to be limited to the optimum practice, method, or act to the exclusion of all others, but rather to delineate acceptable practices, methods, or acts generally accepted in the region.

"Governmental Authority" means any unit, department, commission, board, bureau, agency, regulatory authority, instrumentality, or judicial or administrative body of a United States federal, state, municipal, local, territorial, or other government, excluding, for the avoidance of doubt, Buyer.

"Guarantor" means the entity providing a Guaranty.

"Guaranty" means an instrument substantially in the form attached hereto as Appendix V, Part A, provided by a Qualified Guarantor, obligating the Guarantor to guarantee unconditionally the payment obligations of Seller.

"Hourly Availability" means (for any hour) the availability of the Transmission Facility, determined as the lesser of (a) 1.0 and (b) a fraction, the numerator of which is (i) the Hourly Transmission Capacity for that hour, seasonally weighted as provided in Section 4.3, and the denominator of which is (ii) the Contract Capacity applicable for that hour, provided, however, that if Contract Capacity for such hour is zero, the Hourly Availability for such hour shall be zero.

"Hourly Transmission Capacity" means (for any hour) the amount of transmission capacity measured in MW and determined by the actual Energy that could have been delivered to the Point of Delivery (as determined in accordance with Good Utility Practice and in accordance with the Operating Instructions), excluding any reductions due to (a) reductions or outages caused or directed by the NYISO, or any other applicable ISO, (b) reduction due to Scheduled Outages approved in advance by Buyer, (c) reductions or outages arising from Connecting Utility A's or Connecting Utility B's isolation rights under the Connecting Utility A Interconnection Agreement or Connecting Utility B Interconnection Agreement, as applicable, (d) reductions due to a Force Majeure Event, or (e) reductions or outages arising from Buyer's failure to perform its obligations set forth in Section 3.2.4.

"Incremental System Reinforcements" means, collectively, the Other Incremental System Reinforcements [if applicable] and the New York Incremental System Reinforcements.

"Incremental System Reinforcements Costs" means, collectively, the costs of the Other Incremental System Reinforcements [if applicable] and the New York Incremental System Reinforcements.

"Indemnified Party" is defined in Section 11.1.

"Indemnifying Party" is defined in Section 11.1.

"Initial Tests" means all testing required prior to the Commercial Operation Date pursuant to Section 3.7.1 that will be used to establish the Firm Transmission Capacity of the Project.

"Interconnection" means, as applicable, the Connecting Utility A Interconnection or Connecting Utility B Interconnection.

"Interconnection Agreement" means, as applicable, either or both of the Connecting Utility A Interconnection Agreement or the Connecting Utility B Interconnection Agreement.

"Interconnection Cost" means the cost and expense of designing, developing and constructing the Interconnections.

"Interconnection Facilities" means all the real property, real property rights, easements, materials, equipment, and facilities necessary for the purpose of interconnecting the Transmission Facility with the Connecting Utility A Electric System and the Connecting Utility B Electric System, as applicable. A drawing of the Interconnection Facilities is included in Appendix I.

"Interest Rate" means the prime rate per annum published in the Wall Street Journal as in effect during such period plus two hundred (200) basis points, or such other rate required by applicable Legal Requirements.

"ISO" means an independent transmission system operator or similar organization, including any regional transmission operator, that operates and schedules an electrical transmission system in accordance with FERC orders, including NYISO.

"ISO Tariffs and Rules" means the tariffs, manuals, procedures and market rules of the applicable ISO, and/or system operator responsible for (a) the operation of the bulk power supply system; (b) controlling the terms of access to the Transmission Facility; and (c) the administration of applicable wholesale Capacity and Energy markets to which this Agreement refers, as such tariff and market rules may be approved by the FERC and amended from time-to-time.

"Issuer" means the issuer of any Letter of Credit.

"LD Escrow Account" is defined in Section 5.2.4. [If applicable]

"Lease" means leasing all or a portion of the Project for a specified period of time and consideration pursuant to a written agreement with the owner (or lessee) of such portion.

"Legal Requirements" means any applicable law, code, statute, regulation, rule, ordinance, judgment, injunction, order or other requirement of a Governmental Authority having jurisdiction over the matter in question.

"Lender(s)" means any Person or agent or trustee of such Person who agrees to provide Financing on the terms and conditions set forth in Financing Documents.

"Letter of Credit" means one or more irrevocable, transferable standby letters of credit issued by a Qualified Issuer, substantially in the form attached hereto as Appendix V, Part C.

"Liquidated Damages" means any or all of Consents Application Date Liquidated Damages, Notice to Proceed Liquidated Damages, COD Liquidated Damages and other liquidated damages payable pursuant to Section 5.2, as applicable. [If applicable]

"Metering Device(s)" is defined in Section 7.1.

"Metering Points" means the meter locations at the Connecting Utility A substation and Connecting Utility B substation shown in the applicable drawings set forth in Appendix I.

"Month or Monthly" means a period commencing with hour ending 0100 EPT on the first Day of a calendar month and closing at hour ending 2400 EPT on the last Day of that calendar month.

"Monthly Capacity Charge" is defined in Section 4.1, and means, for any Month, the product of (i) the Contract Capacity at the beginning of such Month (regardless of whether the Contract Capacity changes during the Month), and (ii) the applicable Availability Adjusted Contract Rate.

"Monthly Statement" is defined in Section 6.2.1.

"MW" means megawatt.

"MWh(s)" means megawatt-hour(s).

"New York Incremental System Reinforcements" means the additions and upgrades to the Connecting Utility A Electric System or any other transmission system dispatched by NYISO as set forth in the Connecting Utility A Interconnection Agreement, which additions and upgrades shall not, in any event, include excluding any transmission system upgrades effected pursuant to NYISO regional transmission expansion and maintenance plans or other similar construction, maintenance, operation or upgrading of the Connecting Utility A Electric System undertaken for the benefit of Buyer, Buyer's customers or NYISO customers.

"Non-Claiming Party" is defined in Section 12.6.

"Notice to Proceed" means the date on which Seller achieves all firm equipment orders and authorizes its general contractor to proceed with construction of the Transmission Facility. [If applicable]

"Notice to Proceed Liquidated Damages" is defined in Section 5.2.2. [If applicable]

"NYISO" means the New York Independent System Operator, Inc., or any successor, as applicable.

"NYISO Markets" means markets administered by the NYISO, which include the Day Ahead Market, Hour Ahead Market and Capacity Markets, or any equivalents adopted by NYISO.

"NYISO Rules" means the NYISO Open Access Transmission Tariff, the NYISO Market Services Tariff and all NYISO manuals, rules, procedures, agreements or other documents relating to the operation of, reliability and purchase and sale of Products as such govern the participation of market participants with respect thereto in the NYISO Markets as in effect from time-to-time.

"Operating Instructions" is defined in Section 9.3.

"Operating Permits" means those Consents necessary for the operation of the Project, as set forth in Appendix VI, Schedule 3. [If applicable]

"Other Incremental System Reinforcements" means any additions and upgrades to the Connecting Utility B Electric System or any other transmission system dispatched by any ISO other than NYISO required to interconnect the Transmission Facility to the Connecting Utility B Electric System as set forth in the Connecting Utility B Interconnection Agreement, which additions and upgrades shall not, in any event, include any transmission system upgrades effected pursuant to the any general enhancement program not specifically arising as a result of the Interconnection with the Transmission Facility.

"Own" means maintaining no less than fifty-one percent (51%) direct ownership in the Project, including either as a majority partner, member or shareholder or as the majority general partner or majority limited partner as applicable.

"Party" or "Parties" means one or both of Buyer and Seller, together with any successor or assign of either.

"Periodic Tests" is defined in Section 3.7.2.

"Permits" means Development Permits, Construction Permits and Operating Permits as set forth in Appendix VI. [If applicable]

"Person" means any natural person, corporation, company, partnership, limited liability company, joint venture, trust, unincorporated organization, association, sole proprietorship, Governmental Authority, or other entity.

"Point of Delivery" means the point at which the Transmission Facility interconnects with the Connecting Utility A Electric System as illustrated in Figure 1-2a of Appendix I hereto.

"Point of Receipt" means the point where the Transmission Facility interconnects with the Connecting Utility B Electric System as illustrated in Figure I-2b of Appendix I hereto.

"Products" means, as applicable, either or both of Energy and Capacity.

"Project" means the Transmission Facility together with all equipment, facilities, materials, sites and controls used to operate the Transmission Facility and located between the Point of Delivery and the Point of Receipt.

"Qualified Guarantor" means a Guarantor having a senior debt credit rating of at least Standard & Poor's BBB or Moody's Baa2.

"Qualified Issuer" means a United States bank, or foreign bank with a United States branch, having a senior debt credit rating of at least Standard & Poor's A or Moody's A2.

"Receiving Party" is defined in Section 18.1.

"Records" are defined in Section 19.5.

"Scheduled Outage" means a planned interruption/reduction of the Transmission Facility's capability to provide Firm Transmission Capacity that (i) is coordinated in advance with the Buyer in accordance with Section 9.4 of the Agreement and NYISO or any successor, or any other ISO, and (ii) is required for inspection, preventive maintenance, or corrective maintenance.

"Seller" is defined in the first paragraph of the Agreement.

"Seller Changes" is defined in Section 3.15.

"Seller Security" is defined in Section 5.1.

"Seller's Meters" is defined in Section 7.1.

"SEQRA" means the New York State Environmental Quality Review Act, New York Environmental Conservation Law, Sections 8-0101 et seq.

"Site" means any and all real property utilized by Seller for the Project on which the Transmission Facility and/or Interconnection Facilities are located.

"Standard Conditions" means climatological conditions of 37.8°C maximum dry bulb temperature and 27°C average dry bulb temperature.

"State Finance Law" means the New York State Finance Law.

"Statute" is defined in Section 19.5.

"Summer Availability Period" means June 1 through September 30.

"Summer Capability Period" means May 1 through October 31, or such other period as may be designated as such by NYISO from time to time.

"System Impact Study" means any study, conducted in accordance with the prevailing standards of the NYISO and/or any other applicable ISO, addressing the reliability of the Transmission Facility, impact of the Project upon applicable transmission systems, and need for any Incremental System Reinforcements.

"System Loss Determination" is defined in Section 3.11.

"System Loss Level" is defined in Section 3.11.

"System Loss Test" is defined in Section 3.11.

"System Losses" is defined in Section 3.11.

"Target Availability" means, for any calendar month, the target availability values shown in Appendix III.

"Target Commercial Operation Date" is defined in Section 3.5.1. [If applicable]

"Target Consents Application Date" is defined in Section 3.3. [If applicable]

"Target Notice to Proceed Date " is defined in Section 3.4. [If applicable]

"Taxes" means any income, gross or net receipts, property, sales, use, capital gain, transfer, excise, license, production, franchise, employment, social security, occupation, payroll, registration, governmental pension or insurance, withholding, royalty, severance, stamp or documentary, value added, or other tax, charge, assessment, duty, levy, compulsory loan, business or occupation tax (including any interest, additions to tax, or civil or criminal penalties thereon) of the United States or any state or local taxing jurisdiction therein, or of any other nation or any jurisdiction therein.

"Technical Specifications" means the specifications set forth in Appendix I, Part B.

"Transfer Capability" means the amount of Energy in MW that the Transmission Facility is able to transfer continuously from the Point of Receipt to the Point of Delivery as determined by a 24 hour test in accordance with Section 3.7.

"Transmission Facility" means the ______ electrical transmission facilities, installations and equipment and other improvements (including transformers) between the Point of Receipt and the Point of Delivery as more particularly described in Appendix I hereto.

"UDRs" means unforced capacity deliverability rights, as defined in the NYISO Rules.

"Winter Availability Period" means October 1 through May 31.

"Winter Capability Period" means November 1 through April 30, or such other period as may be designated as such by NYISO from time to time.

1.2 Construction of Agreement

In construing this Agreement:

1.2.1 No consideration shall be given to the captions of the articles, sections, subsections, clauses or any appendices or other attachments, which are inserted for convenience in locating the provisions of this Agreement and not as an aid in its construction;

1.2.2 No consideration shall be given to the fact or presumption that one Party had a greater or lesser hand in drafting this Agreement;

1.2.3 Examples shall not be construed to limit, expressly or by implication, the matter they illustrate;

1.2.4 The words "include" or "including" and their derivatives shall be construed to be followed by the words "but not limited to";

1.2.5 A defined term shall have its defined meaning throughout this Agreement, and each exhibit, appendix, attachment, and schedule to this Agreement, regardless of whether it appears before or after the place where it is defined;

1.2.6 The plural shall be deemed to include the singular, and vice versa;

1.2.7 Each gender shall be deemed to include the other gender;

1.2.8 All references to prices, value or monetary amounts refer to United States dollars, unless expressly provided otherwise;

1.2.9 All references to articles, sections, subsections, paragraphs, clauses, exhibits, appendices, attachments or schedules refer to articles, sections, subsections, paragraphs, and clauses of this Agreement, and to exhibits, appendices, attachments or schedules attached to this Agreement, unless expressly provided otherwise;

1.2.10 Each exhibit, appendix, attachment and schedule to this Agreement is a part of this Agreement, but if there is any conflict or inconsistency between the main body of this Agreement and any exhibit, appendix, attachment or schedule to this Agreement, the provisions of the main body of this Agreement shall prevail; and

1.2.11 The words "this Agreement", "herein", "hereof", "hereby", "hereunder" and words of similar import refer to this Agreement as a whole and not to any particular subdivision, unless expressly so limited.

ARTICLE 2

TERM

2.1 Base Term

This Agreement shall become effective on the Effective Date. This Agreement shall remain in full force and effect for a period ending [________ (___)] years from the Commercial Operation Date ("Base Term"). The Base Term is subject to the termination provisions of Section 2.4, Article 10 and Section 12.7 of this Agreement. Applicable provisions of this Agreement shall continue in effect after the date of termination of this Agreement only to the extent necessary (i) to provide for final billings and adjustments related to the period prior to such date of termination or as may be otherwise applicable after such date and (ii) to give effect to a Party's surviving rights and remedies, including but not limited to protection of confidential information and resolution of disputes.

2.2 Right of Renewal

Buyer shall have the right of first offer to extend the term of this Agreement for an additional period, which period shall be the lesser of (a) _____ (__) years at the option of Buyer, or (b) the remaining useful life of the Transmission Facility (as determined at the end of the Base Term); provided, however, that (i) such remaining useful life shall be deemed to be no less than five (5) years, (ii) the terms of such extension, including a revised Contract Rate, shall be acceptable to both Parties and (iii) such extension shall be subject to the receipt of necessary state and federal approvals.

2.3 Effective Date of Agreement

The Effective Date shall be the date of execution of this Agreement by both Buyer and Seller.

2.4 Early Termination

2.4.1. Notwithstanding Section 2.1, if:

(i) Seller fails to post Seller Security pursuant to Section 5.1.l(ii) before the first to occur of (A) thirty (30) Business Days after the Effective Date or (B) fifteen (15) Business Days after the date on which Buyer provides its opinion of counsel pursuant to Section 3.2.3 below;

(ii) The Consent Application Date has not occurred within _______________ (_) Days of the Effective Date; [if applicable]

(iii) Seller has not achieved the Notice to Proceed within _______________ (_) Days following the Target Notice to Proceed Date; [if applicable]

(iv) Seller has not achieved the Commercial Operation Date within _______________ (_) Days following the Target Commercial Operation Date; [if applicable] or

(v) Seller has not obtained Firm Transmission Withdrawal Rights for Buyer of at least MW within _______ (_) Days following the Commercial Operation Date; [if applicable]

Buyer shall have the right to terminate this Agreement without payment of any kind to Seller, upon ten (10) Business Days' prior notice to Seller, provided that:

(a) if a Force Majeure Event or Buyer Delay delays the ability of Seller to achieve any event described in Sections 2.4.1(ii) through (v), and if Seller takes commercially reasonable efforts to mitigate such delay, the corresponding deadline set forth in Sections 2.4.1(ii) through (v) shall be extended by a reasonable period of time (except for purposes of Section 12.7(b)), such period of time not greater than that necessary to address the consequences of such Buyer Delay or Force Majeure Event; and

(b) Buyer shall have no right to terminate this Agreement pursuant to this Section 2.4 as the result of a circumstance referred to in Sections 2.4.1(ii) through (v) if such circumstance has been cured by Seller or otherwise no longer exists prior to Buyer giving notice to Seller of Buyer's exercise of its termination right. [all if applicable]

For the avoidance of doubt, the foregoing early termination rights in this Section 2.4.1 are in addition to Buyer's rights to terminate this Agreement as set forth in Sections 10.3 and 12.7, or as otherwise expressly set forth in this Agreement.

2.4.2. If Seller does not achieve the Commercial Operation Date by the date ________________ (___) Days following the Target Commercial Operation Date, as such may be extended by reason of any Force Majeure Event or Buyer Delay, Buyer may, in its sole discretion, upon notice to Seller, terminate the Agreement and such failure shall constitute an Event of Default under Section 10.1.5.

Section 2.4.3. If Seller does not obtain the Consents by ______________, 200_, or achieve the Commercial Operation Date by ___________________, 20__, and such delay is the result of a Force Majeure Event, including but not limited to inability of Seller to obtain the Consents or Firm Transmission Withdrawal Rights, Buyer may, upon notice to Seller, terminate the Agreement, provided, such circumstances shall not constitute an Event of Default and no Party shall be required to make any payment of any nature whatsoever to the other Party.

ARTICLE 3

BASIC OBLIGATIONS

3.1 Seller's Obligations

3.1.1 Seller shall, at Seller's cost and expense, except as otherwise expressly provided herein, design, construct, Own or Lease (as applicable), operate and maintain the Project substantially in accordance with the terms of this Agreement.

3.1.2 Seller shall comply with the FERC Authority and the applicable ISO Tariffs and Rules.

3.1.3 Seller shall make available to Buyer Firm Transmission Capacity, up to the Contract Capacity, pursuant to the terms of this Agreement.

3.1.4 Seller shall employ or otherwise retain and make available sufficient qualified project permitting development and construction personnel to apply for and obtain the Consents on a timely basis, develop the Design, timely achieve the condition or performance required for each Construction Milestone, and engineer and construct the Project on a timely basis, and sufficient qualified operating personnel who are adequately experienced and trained to operate and maintain the Project and to provide to Buyer Firm Transmission Capacity, in accordance with Good Utility Practice and NYISO, and/or other applicable ISO requirements.

3.1.5 Seller shall construct the Project in accordance with the Design set forth in Appendix I, shall meet the conditions for the Commercial Operation Date set forth in Section 3.5 and maintain compliance in all material respects with all performance requirements and operating standards set forth in Appendix I. [if applicable]

3.1.6 Seller shall pay all Interconnection Costs and Incremental System Reinforcements Costs.

3.1.7 Seller shall operate and maintain all equipment comprising the Project in accordance with manufacturers' warranties for that equipment.

3.1.8 Seller shall apply for, obtain, maintain and comply with the requirements of all Consents required for Seller's Commercial Operation of the Project, including all Consents set forth in Appendix VI and otherwise to perform its obligations under this Agreement including, but not limited to, the receipt of a Certificate of Environmental Compatibility and Public Need under Article VII of the New York Public Service Law for the Project and present such Consents to Buyer within twenty (20) Business Days of Seller's receipt thereof. [if applicable]

3.1.9 Within fifteen (15) Business Days of the Effective Date, Seller shall provide its legal counsel's opinion to Buyer that Seller is in good standing and has the corporate power to enter into this Agreement, that this Agreement has been duly and validly executed and delivered by Seller, and that this Agreement constitutes a legal, valid, and binding obligation of Seller enforceable against it in accordance with its terms, subject to reasonable customary assumptions and exceptions. Seller may provide an opinion of Seller's in-house counsel as to good standing, corporate powers, due authorization and execution, but shall provide an opinion of Seller's outside counsel as to enforceability.

3.1.10 Seller shall procure and pay for station service energy required for operation of the Project.

3.1.11 Seller shall take all steps reasonably required to obtain all Financial Transmission Rights available from time-to-time with respect to the Project and the Other Incremental System Reinforcements, and shall convey all right, title and interest therein to Buyer. [if applicable]

3.1.12 No later than ___________, 200_, Seller shall enter into an interconnection agreement with Connecting Utility B (the "Connecting Utility B Interconnection Agreement") pursuant to which the Connecting Utility B Interconnection Facilities and all Other Incremental System Reinforcements necessary for the provision of at least ___ MW of Capacity and Firm Transmission Withdrawal Rights to Seller at the Point of Receipt will be constructed, operated and maintained at no cost to Buyer.

3.1.13 No later than ___________, 200_, Seller shall enter into an interconnection agreement with Connecting Utility A (the "Connecting Utility A Interconnection Agreement") pursuant to which the Connecting Utility A Interconnection Facilities and New York Incremental System Reinforcements necessary for the operation of the Project and provision of at least ___ MW of Capacity to Seller at the Point of Delivery will be constructed, operated and maintained at no cost to Buyer.

3.1.14 Seller shall comply with the terms and provisions of the Interconnection Agreements in all material respects (provided, in any event, that remedies for Seller's failure to provide Firm Transmission Withdrawal Rights [if applicable] shall be as set forth in Section 3.6 below).

3.1.15 Seller shall take such further actions and provide and execute such further instruments as may be reasonably required to perform this Agreement and undertake the transactions set forth herein.

3.1.16 Seller shall actively cooperate with Buyer in developing Operating Instructions and Bidding and Scheduling Instructions for the Project, and coordinating Schedule Outages.

3.2 Buyer's Obligations

3.2.1 For any Month during the Base Term, Buyer shall accept and purchase all of the Firm Transmission Capacity made available to Buyer over the Transmission Facility pursuant to this Agreement (except as otherwise specifically contemplated by this Agreement).

3.2.2 To the extent permitted under New York law and specifically and reasonably requested by Seller, Buyer shall cooperate with Seller in its efforts to obtain all required Consents necessary for the construction, operation and maintenance of the Project.

3.2.3 Within fifteen (15) Business Days of the Effective Date, Buyer shall provide to Seller its legal counsel's opinion, that Buyer is in good standing and has the corporate power to enter into this Agreement, that this Agreement has been duly and validly executed and delivered by Buyer, and that this Agreement constitutes a legal, valid, and binding obligation of Buyer enforceable against it in accordance with its terms, subject to reasonable customary assumptions and exceptions. Buyer may provide an opinion of Buyer's in-house counsel as to good standing, corporate powers, due authorization and execution, but shall provide an opinion of Buyer's outside counsel as to enforceability.

3.2.4 Buyer shall take such further actions and provide and execute such further instruments as may be reasonably required to perform this Agreement and undertake the transactions set forth herein.

3.2.5 Buyer shall actively cooperate with Seller in developing the Operating Instructions and Bidding and Scheduling Instructions for the Project and coordinating Scheduled Outages.

3.3 Consents Application Date Close [if applicable]

The date on which Seller expects to complete submission of applications for all Consents is _____________, 200_ (the "Target Consents Application Date"). If a Force Majeure Event (subject to Sections 2.4 and 12.7) or Buyer Delay delays the ability of Seller to achieve such submission prior to the Target Consents Application Date, and if Seller takes commercially reasonable efforts to mitigate such delay, the Target Consents Application Date shall be extended by a reasonable period of time, such period of time not greater than that necessary to equitably address the consequences of such Buyer Delay or Force Majeure Event.

3.4 Notice to Proceed [if applicable]

The date on which the Notice to Proceed is scheduled to occur (the "Target Notice to Proceed Date") shall be [_____] Days following the Consents Approval Date. If a Force Majeure Event (subject to Sections 2.4 and 12.7) or Buyer Delay delays the ability of Seller to achieve the Notice to Proceed prior to the Target Notice to Proceed Date, and if Seller takes commercially reasonable efforts to mitigate such delay, the Target Notice to Proceed Date shall be extended by a reasonable period of time, such period of time not greater than that necessary to equitably address the consequences of such Buyer Delay or Force Majeure Event.

3.5 Commercial Operation Date [if applicable]

3.5.1 Target Commercial Operation Date

The date on which the Commercial Operation of the Project is scheduled to occur (the "Target Commercial Operation Date") shall be [____] Days following Consents Approval Date. If a Force Majeure Event or Buyer Delay delays the ability of Seller to achieve the Commercial Operation Date by the Target Commercial Operation Date, and if Seller takes commercially reasonable efforts to mitigate such delay, the Target Commercial Operation Date shall be extended by a reasonable period of time (except for purposes of Sections 2.4 and 12.7(b)), such period of time not greater than that necessary to address the consequences of such Buyer Delay or Force Majeure Event.

3.5.2 Requirements for Commercial Operation Date [if applicable]

Seller shall provide notice to Buyer of the expected Commercial Operation Date no later than the date which is sixty (60) Days prior to such expected Commercial Operation Date. As soon as the conditions to Commercial Operation set out in Sections 3.5.2.1 through 3.5.2.8 have been satisfied, Seller shall provide a notice to Buyer (a "COD Notice"). Absent the prior agreement or waiver of Buyer, Seller may not deliver such a COD Notice prior to ________, 20__. Seller shall provide Buyer with supporting documentation and access to materials and information reasonably required for Buyer to audit and promptly verify that all requirements for the Commercial Operation Date have been achieved. Within ten (10) Business Days following the receipt of a COD Notice, Buyer shall either (i) deliver a certificate to Seller confirming that the conditions to Commercial Operation have been satisfied and the Commercial Operation Date shall be the date of Seller's COD Notice, or (ii) notify Seller of the reasons why it does not agree that the conditions to Commercial Operation have been satisfied and such disagreement shall be resolved pursuant to the provisions of Article 14. Buyer's failure to respond to a COD Notice in writing within ten (10) Business Days shall be deemed to be confirmation that the conditions to Commercial Operation have been satisfied. Conditions for the Commercial Operation Date are:

3.5.2.1 Successful completion of all required testing of the Transmission Facility pursuant to Section 3.7.1 including a demonstration of Transfer Capability equal to or greater than ___ MW.

3.5.2.2 Completion of such Incremental System Reinforcements and other requirements necessary for assignment or award a minimum of ___ MW Firm Transmission Withdrawal Rights to Seller; [if applicable]

3.5.2.3 Acknowledgement by each applicable ISO other than NYISO of the ability to interconnect and operate the Transmission Facility; [if applicable]

3.5.2.4 Approval by Buyer (which shall not be unreasonably withheld conditioned, or delayed) that the Transmission Facility complies in all material respects with all design criteria, system performance requirements and operating standards contained in Appendix I; [if applicable]

3.5.2.5 Acknowledgement from NYISO of the ability to interconnect and operate the Transmission Facility;

3.5.2.6 Delivery to Buyer by Seller of certificates of insurance coverage or proof of insurance policies, as required pursuant to Section 11.5.5 of this Agreement;

3.5.2.7 Delivery by Seller to Buyer of an opinion of legal counsel reasonably satisfactory to Buyer (which opinion may be delivered by in house counsel to Seller) that all Permits, licenses and approvals required to enable Seller to perform its obligations under this Agreement have been obtained; and

3.5.2.8 Posting by Seller of Seller Security in accordance with Section 5.1 below.

3.6 COD Prior to Assignment of ___ MW of Firm Transmission Withdrawal Rights [if applicable]

In the event that the condition to Commercial Operation set forth in Section 3.5.2.2 is not satisfied and Seller is consequently unable to achieve Commercial Operation on or before the Target Commercial Operation Date, then Seller shall pay Liquidated Damages pursuant to Section 5.2.3. If, after _________ (_) Days following the Target Commercial Operation Date, the condition to Commercial Operation set forth in Section 3.5.2.2 above remains unsatisfied (other than by reason of Seller's failure to take any action required under this Agreement), and if Buyer has not exercised its right to terminate the Agreement pursuant to Section 2.4.3, then (i) Buyer shall have no right to terminate this Agreement pursuant to Section 2.4.1(iv), (ii) the Commercial Operation Date shall nevertheless occur on the ______th (_th) Day following the Target Commercial Operation Date, and (iii) the Contract Capacity shall be initially determined as of such date.

3.7 Capability Test and Line Rating

3.7.1 Prior to the Commercial Operation Date, Seller shall conduct tests ("Initial Tests") in accordance with the then-current procedures of the NYISO and any other applicable ISO or a mutually agreed upon procedure to demonstrate the Transfer Capability of the Transmission Facility as measured at the Point of Delivery and adjusted to climatological conditions of 37.8°C maximum dry bulb temperature and 27°C average dry bulb temperature over twenty-four (24) hours. Seller shall provide Buyer at least sixty (60) Days prior notice of the expected date of commencement of the Initial Tests.

3.7.2 Periodic tests and studies ("Periodic Tests") shall be conducted throughout the Base Term pursuant to applicable ISO requirements and standards, or upon material modification made to the Transmission Facility, or upon Buyer's request (provided that Buyer may request a Periodic Test in addition to such ISO requirements or test following material modifications no more frequently than once every calendar year). The Transfer Capability shall be established at the amount indicated by the test results as measured at the Metering Points and adjusted to Standard Conditions. Buyer shall be responsible for arranging for and the cost of purchasing all test energy transmitted on the Transmission Facility in connection with such tests. Seller shall provide Buyer at least sixty (60) Days prior notice of the expected date of commencement of each Periodic Test.

3.8 Release of Firm Transmission Capacity [if applicable]

Upon the mutual written agreement of Buyer and Seller, Buyer may release a portion of its Firm Transmission Capacity to Seller on a permanent basis. If such release occurs, the Contract Capacity shall be commensurately adjusted and Buyer will no longer be liable for payment on such released Firm Transmission Capacity.

3.9 Right to Schedule Products and Financial Rights Thereto

3.9.1 Through its purchase of Firm Transmission Capacity from Seller, subject to and in accordance with all applicable ISO Tariffs and Rules and pursuant to the operating instructions to be jointly developed by Buyer and Seller under Section 9.3 below, Buyer is entitled to schedule, for any hour, transmission of Products over the Transmission Facility from the Point of Receipt to the Point of Delivery up to the Contract Capacity applicable for that hour (subject to Section 3.9.4). Buyer shall have the exclusive right to resell its rights to Firm Transmission Capacity under this Agreement pursuant to the applicable terms of the applicable ISO Tariffs and Rules, and to retain any proceeds of such a sale. Buyer shall own and have the right to resell or assign all Products transmitted by the Project for Buyer's account, and all Environmental Attributes associated with such Products. Seller shall have the right to sell, in accordance with the ISO Tariffs and Rules (including Buyer's right of recallability), any Firm Transmission Capacity that Buyer has purchased but neither schedules for its own use nor posts for resale (subject to FERC approval) or resells in any particular hour and shall be entitled to any proceeds collected by Seller for the use by third parties of any such Firm Transmission Capacity in that particular hour from Seller transactions. No reassignment or resale of Firm Transmission Capacity by either Party shall relieve Buyer of its liabilities or obligations under this Agreement, including the obligation to make payments to Seller for the Firm Transmission Capacity when due, except with the prior written consent of Seller.

3.9.2 If any ISO other than NYISO creates or awards to Seller or the Transmission Facility any Financial Transmission Rights or physical transmission rights associated with the Transmission Facility or Other Incremental System Reinforcements, then Buyer shall be entitled to all such rights for the Base Term (and upon receipt thereof, Seller shall promptly transfer and convey such rights unconditionally to Buyer), and Seller shall be entitled to the balance of such rights, including any resale rights.

3.9.3 During the Base Term of this Agreement, Buyer shall be entitled to all UDRs or other rights granted under the NYISO Rules associated with the use of the Transmission Facility in accordance with this Agreement, together with any applicable rights of resale or exchange, and upon receipt thereof, Seller shall promptly transfer and convey such UDRs or other rights to Buyer, including any applicable resale rights. Seller shall be entitled to all rights granted under the applicable ISO Tariffs and Rules associated with the Transmission Facility (excluding Firm Transmission Withdrawal Rights allocated between Buyer and Seller pursuant to Section 3.9.4 below and Financial Transmission Rights allocated between Buyer and Seller pursuant to Section 3.9.2 above). [if applicable]

3.9.4 During the Base Term of this Agreement, Buyer shall be entitled to an amount not to exceed the Contract Capacity (in effect from time-to-time) of Firm Transmission Withdrawal Rights assigned or awarded by any ISO other than NYISO to Seller. Upon receipt thereof, and subject to the provisions of this Agreement (including Sections 3.5 and 3.6 above) and the applicable ISO Tariffs and Rules, Seller shall transfer and convey such Firm Transmission Withdrawal Rights to Buyer. [if applicable]

3.9.5 For so long and to the extent that (i) Seller has not requested that any ISO provide Seller with Firm Transmission Injection Rights, or (ii) has not contracted for capacity service resulting from such Firm Transmission Injection Rights pursuant to the FERC open season rules, Buyer shall have the right to request that Seller initiate a supplemental request (Feasibility Study Level) for Firm Transmission Injection Rights at Buyer's sole expense for such request and subsequently to initiate an open season for the purpose of awarding capacity rights associated with Firm Transmission Injection Rights that may be granted to Seller by such ISO. In requesting Seller's initiation of such an open season, Buyer is not granted any rights or priorities with respect to the open season for such capacity rights. Any notice of open season required for the use of such service pursuant to the FERC open season rules shall make such service available to all qualified bidders and shall provide, inter alia, that a successful bidder in such open season shall be required to pay for all subsequent studies and any associated system upgrades related to the award of such Firm Transmission Injection Rights, and agree to business terms and conditions, for the use of such service as may be set forth in such notice. [if applicable]

3.9.6 In any instance in which Buyer utilizes Buyer's rights under this Agreement to procure, transmit and deliver any Products with which any Environmental Attributes are associated, Buyer shall have all right, title and interest to such Environmental Attributes. For the avoidance of doubt, Seller shall have all right, title and interest in any Environmental Attributes arising solely from the development, construction, financing, investment in or ownership of the Transmission Facility.

3.10 Availability

Seller shall operate and maintain the Transmission Facility in a manner by which it can provide an average Availability of _________ percent (___%) in each Summer Availability Period of each year following the initial annual period. For the initial annual period beginning with the Commercial Operation Date, Seller shall operate and maintain the Transmission Facility in a manner by which it can provide (i) an average Availability of _________ percent (____%) in the Summer Availability Period and (ii) an annual average Availability of ___________ (____%). For each succeeding annual period, Seller shall operate and maintain the Transmission Facility in a manner by which it can provide (i) an average Availability of ___________ percent (___%) in the Summer Availability Period and (ii) an annual average Availability of ________________ percent (___%). Failure to maintain the Availability of the Transmission Facility in accordance with this Section 3.10 shall result in reduction of Buyer's payment obligations for Firm Transmission Capacity pursuant to Section 4.3. Seller, in accordance with Good Utility Practice, shall plan and exert commercially reasonable efforts to ensure that Scheduled Outages for the Transmission Facility occur only during the Winter Capability Period, provided that with Buyer's approval, which approval shall not be unreasonably withheld, conditioned or delayed, Seller may conduct necessary Scheduled Outages overnight and on weekends during the Summer Capability Period.

3.11 System Losses

3.11.1 Not later than the Commercial Operation Date, and periodically thereafter pursuant to Section 3.11.2 below, Seller shall either conduct a system loss test of the Transmission Facility ("System Loss Test") in accordance with the then-current procedures of the NYISO and each other applicable ISO, or a mutually agreed upon procedure or calculate System Losses (such System Loss Test or calculation, a "System Loss Determination"), at a load level of _ MW at Standard Conditions and as adjusted for nominal voltage and frequency. System Losses shall be calculated if the System Loss Level as determined pursuant to a System Loss Test is in excess of __ percent (_%) using the methodology described in [specify manual or technical standard source] and an agreed upon cable loss calculation based upon factory test results. Each System Loss Determination shall either calculate or measure the positive difference, if any, between (i) the Actual Input Energy supplied by Buyer during such test and (ii) the Actual Output Energy during such test expressed as a percentage of Actual Input Energy (such adjusted difference, "System Losses"). The System Losses established by each System Loss Determination shall establish the level of System Losses over the Transmission Facility (the "System Loss Level") until the following System Loss Determination (subject to adjustment pursuant to Section 3.11.3).

3.11.2 Periodic System Loss Tests may be carried out by Seller upon notice to Buyer or at any reasonable time upon request by the Buyer, NYISO, any other applicable ISO or a successor organization to such ISO. If a System Loss Test is initiated by either Party with the result that the System Loss Level as determined in such test is found to be greater than the System Loss Level prior to such test, then the expense of such test shall be borne by Seller. If a System Loss Test is initiated by either Party with the result that the System Loss Level as determined in such test is found to be less than the System Loss Level prior to such test, then the expense of such test shall be borne by Buyer. If a System Loss Test is initiated by a Party with the result that the System Loss Level as determined in such test is found to be equal to the System Loss Level prior to such test, then the expense of such test shall be borne by the Party requesting such test. If a System Loss Test is initiated by any ISO or a successor organization to such ISO, then the expense of such test shall be shared equally between Buyer and Seller.

3.11.3 Following each System Loss Determination (i) the System Loss Level shall be adjusted to the tested level and (ii) the System Loss Level for one-half of the period since the immediately previous System Loss Determination shall be retroactively adjusted to the tested level. Any accumulated difference in payments due under the terms of this Agreement which are owing or to be refunded as a result of such retroactive adjustment to the System Loss Level will be reflected in bills for a future period of reasonable length, to be agreed upon by the Parties, but in no event over a period greater than the three (3) succeeding billing periods after the inaccuracy is verified. Such correction when made shall, in the absence of bad faith, fraud, or intentional wrongdoing, constitute a complete and final settlement of any claim arising between the Parties hereto out of such adjustment to the System Loss Level.

3.11.4 If the System Loss Level as determined in System Loss Determinations is in excess of _____ percent (_%), Buyer shall receive from Seller a Monthly Excess System Losses Credit for each full or partial Month in which the System Loss Level exceeds _____ percent (_%) calculated pursuant to the following formula:

ESLC = (PR MWhs) * (System Loss Level – Gtd Loss) * (Rate) / (Hours)
Where
ESLC =	Excess System Losses Credit
PR MWh(s) =	MWh(s) recorded at the Point of Receipt during such Month
Gtd Loss =	_____ percent (___%)
System Loss Level =	percent loss recorded in the most recent System Loss Test
Rate =	Applicable Contract Rate for that Month in $/MW-Month
Hours =	720 (equivalent to the number of hours in a 30-Day Month)

3.12 Capacity in Excess of ___ MW

3.12.1 During the Base Term, Seller shall have the right to market and sell, and shall be entitled to any proceeds from the sale of, any transmission capacity on, or capability of the Transmission Facility which Buyer is not obligated or has not elected to purchase and pay for pursuant to the terms of this Agreement including (i) capacity of the Transmission Facility associated with Firm Transmission Withdrawal Rights [if applicable] or Transfer Capability prior to the Commercial Operation Date, and (ii) transmission capacity associated with Transfer Capability which exceeds the Contract Capacity and as of any time, subject to any future rights of Buyer to acquire such Transfer Capability as set forth in Section 3.12.2. [if and as applicable]

3.12.2 In the event the Transfer Capability of the Transmission Facility exceeds ___ MW, Buyer shall have the option, exercisable on thirty (30) Days' notice, to acquire all or a portion of such excess Transfer Capability of the Contract Capacity on the same terms as provided in this Agreement for Contract Capacity.

3.13 NYISO and Other ISO Acknowledgements

The Parties shall use reasonable commercial efforts to obtain the expeditious acknowledgement by the NYISO and each other ISO, as applicable, to allow for the interconnection of the Transmission Facility to the Connecting Utility A Electric System and Connecting Utility B Electric System. To the extent permitted by Seller's FERC Authority and the applicable ISO Tariffs and Rules, the Parties shall work together in good faith with the NYISO and each other applicable ISO to allow Buyer to realize the full reliability and economic value and benefits intended under this Agreement.

3.14 Other Charges Associated with Transmission System

Buyer shall be responsible for transmission charges associated with the transmittal of Products from any source available in markets available to the Point of Receipt and transmission charges from the Point of Delivery pursuant to this Agreement. Seller shall be responsible for all costs associated with ownership and operation of the Project and participation in each applicable ISO resulting solely from ownership or operation of the Project. Seller shall also be responsible for all costs associated with integration of the Project into the applicable ISO scheduling software.

3.15 Seller Changes [if applicable]

3.15.1 Seller shall not make any material changes or substitutions to or in (i) the Design of the Project as set forth in Appendix I, (ii) the team of principal consultants and experts, principal vendors, equity participants and financial institutions selected for the development of the Project, identified in Appendix I, or (iii) the Consents identified in Appendix VI ("Seller Changes"), without Buyer's consent, which shall not be unreasonably withheld, delayed or conditioned. Seller shall give Buyer prompt notice of any proposed Seller Change, and in any case not less than five (5) Business Days' notice, providing a detailed explanation for such Seller Change, the reasons for such Seller Change and all anticipated material impacts on the schedule or performance of the Project. Seller shall afford Buyer a reasonable opportunity to make inquiries and review applicable documents and information before determining whether to grant consent to any Seller Change.

3.15.2 Seller shall provide Buyer with access and the ability to review complete copies of all material contracts, including all contracts for procurement (including manufacturer's warranties and exculpatory provisions), engineering and construction services, inspection and testing and other relevant technical matters, easements, leases or other agreements relating to real property matters, all agreements for crossing rights with respect to other utilities or structures, operation or maintenance agreements and principal agreements with Lenders, including each Financing Document.

ARTICLE 4

RATES

4.1 Payments from Buyer

For each Month during the Base Term of this Agreement, Buyer shall pay Seller an amount for Firm Transmission Capacity sold to Buyer under this Agreement (the "Monthly Capacity Charge"), equal to the product of (i) the Contract Capacity at the beginning of such Month (regardless of whether the Contract Capacity changes during such Month), and (ii) the applicable Availability Adjusted Contract Rate. Seller shall calculate the Monthly Capacity Charge and present a Monthly Statement to Buyer within five (5) Days following the end of each Month in accordance with Section 6.2.1. Buyer shall make payment of billed amounts pursuant to Section 6.3.1.

4.2 Rates for Firm Transmission Capacity During Base Term

For each Month, the Contract Rate (in $/MW-Month) will be the rate determined in accordance with Appendix II. The rates set forth in Appendix II are fixed and all-inclusive, based upon Seller's sole and exclusive acceptance of all risk of increases, decreases or fluctuations in Project cost, currency exchange rates, interest rates and Incremental System Reinforcement Costs and the costs of performing the Interconnection Agreements, System Impact Studies and constructing, owning, operating and maintaining the Project and Interconnection Facilities.

4.3 Firm Transmission Capacity Rate Adjustments Based on Availability

For each Month, the Availability Adjusted Contract Rate (in $/MW-Month) applicable to that Month will be calculated in accordance with the following formula:

Availability Adjusted Contract Rate = E x (F / G)

Where:

E = The Contract Rate determined in accordance with Appendix II for the current Month (in $/MW-Month);

F = The lesser of (i) G and (ii) the average Availability for the twelve (12) Months preceding the current Month. The Availability for any Month prior to the Commercial Operation Date will be deemed to be equal to the Target Availability specified for that Month; and

G = The average Target Availability for the twelve (12) Months preceding the current Month, as specified in Appendix III.

Hourly Transmission Capacity for the purposes of calculating Availability shall be seasonally weighted, with all values for outages or reductions used to determine Hourly Transmission Capacity during each Month during the Summer Availability Period being multiplied by ______ and all values for outages or reductions used to determine Hourly Transmission Capacity during each Month during the Winter Availability Period being multiplied by ____.

ARTICLE 5

SECURITY AND LIQUIDATED DAMAGES

5.1 Seller Security

5.1.1 As security for Seller to [each as applicable]:

(i) Meet its payment obligations under this Agreement, including (but not limited to) payment of Liquidated Damages pursuant to Section 5.2 [See Appendix V.D for guidance on NYPA requirements for amount of Seller Security];

(ii) Meet its obligations to provide, maintain, reinstate and replace Seller Security pursuant to this Agreement;

(iii) Meet its obligations to provide Firm Transmission Capacity for the Base Term; and

(iv) Meet its obligations upon an Event of Default under Article 10;

Seller shall deliver to Buyer a Letter of Credit or a Guaranty ("Seller Security") by the following dates and maintain such security throughout the Base Term of this Agreement in the following amounts :

(x) Within eighteen (18) Business Days of the Effective Date, an amount equal to $___________;

(y) As of the Target Consents Application Date, an amount equal to the positive difference between (a) $__________ and (b) the amount of Seller Security delivered to Buyer pursuant to Section 5.1.l(w) which has not been drawn down or claimed by Buyer pursuant to this Agreement as of such date; and

(z) Upon the earlier of Commercial Operation Date or the Target Commercial Operation Date, an amount equal to the positive difference between (a) $ and (b) the amount of Seller Security delivered to Buyer pursuant to Sections 5.1.1(x) and 5.1.1(y) which has not been drawn down or claimed by Buyer pursuant to this Agreement as of such date. For the avoidance of doubt, in no event shall Seller be required to post Seller Security pursuant to this Section 5.1.1(z) in excess of $_____.

5.1.2 On the fifth anniversary of the Commercial Operation Date, and each fifth anniversary of such Commercial Operation Date thereafter during the Base Term, the amount of Seller Security shall be decreased by [____________ (%)] from the amount required to be provided during the immediately preceding annual period, subject t