U.S. Geothermal Inc.: Exhibit 10.42 - Filed by newsfilecorp.com






Execution Copy


Power Purchase and Sale Agreement

between 

EUGENE WATER &
ELECTRIC BOARD

and 

U.S. GEOTHERMAL
INC. 

 





	 TABLE OF CONTENTS  
	  	  	Page 
	  	  	  
	ARTICLE 1 	DEFINITIONS AND
      RULES OF CONSTRUCTION 	1 
	1.1 	Rules of Construction 	1 
	1.2 	Definitions
      	2 
	ARTICLE 2 	TERM AND TERMINATION 	9 
	2.1 	Term 	9

	2.2 	Early Termination 	9 
	ARTICLE 3 	UNIT 2 DEVELOPMENT AND COMMERCIAL
      OPERATION DATE 	9 
	3.1 	Confirmation
      of Sufficient Geothermal Resource 	9

	3.2 	Notice to Purchaser of the
      Expected Commercial Operation Date 	10 
	3.3 	Conditions
      for Commercial Operation 	10
  
	ARTICLE 4 	PURCHASE AND SALE OF ENERGY AND ENVIRONMENTAL
      ATTRIBUTES 	11
  
	4.1 	Net Test Energy 	11 
	4.2 	Purchase and
      Sale of Entire Exchange Resource Output 	11
  
	4.3 	Purchase and Sale of
      Environmental Attributes 	11 
	4.4 	Title and
      Risk of Loss 	12
  
	4.5 	Restriction on Addition of
      New Geothermal Uses 	12 
	4.6 	Underperformance of Permitted
    Uses Due to Lack of Geothermal Energy 	13 
	4.7 	Tax Benefits
      	13
  
	ARTICLE 5 	PRICING 	13 
	5.1  	Pricing of Entire Exchange
    Resource Output and Environmental Attributes 	13 
	  ARTICLE 6 	EXCHANGE RESOURCE OPERATION AND MAINTENANCE 	14 
	6.1 	Exchange
      Resource Operation 	14
  
	6.2 	Outage and Performance
      Reporting 	14 
	6.3 	Access to
      the Project 	14
  
	6.4 	Reliability Standards
	14 
	6.5 	Planned
      Maintenance Schedule 	14
  
	6.6 	Registration of
      Environmental Attributes 	15 


 - i - 





	6.7
      	Public
      Statements/Other Use 	15
      
	6.8
      	Compliance
      with Exchange Agreement 	15
      
	6.9
      	Compliance
      with Requirements of Governmental Authorities 	15
      
	ARTICLE
      7 	DELIVERY
      AND METERING OF ENERGY 	15
      
	7.1
      	Delivery
      Arrangements 	15
      
	7.2
      	Metering
      of Energy Deliveries 	16
      
	7.3
      	Electric
      Metering Devices 	16
      
	7.4
      	Adjustment
      for Inaccurate Meters 	17
      
	7.5
      	Scheduling
      Arrangements 	18
      
	7.6
      	Generation
      Forecasting 	18
      
	ARTICLE
      8 	BILLING
      AND PAYMENT 	18
      
	8.1
      	Billing
      Invoices 	18
      
	8.2
      	Payments
      	19
      
	8.3
      	Late
      Payments 	19
      
	8.4
      	Billing
      Disputes 	19
      
	ARTICLE
      9 	CONDITIONS
      PRECEDENT 	20
      
	9.1
      	Determination
      of Sufficient Geothermal Resource 	20
      
	9.2
      	Production
      Tax Credit Extension 	20
      
	9.3
      	Denial
      of Network Resource Status for Exchange Resource 	20
      
	9.4
      	Lack
      of Progress 	20
      
	9.5
      	Purchaser’s
      Rights After Termination of the Agreement 	21
      
	ARTICLE
      10 	CREDIT
      	21
      
	10.1
      	Seller
      Security Requirements 	21
      
	10.2
      	Purchaser
      Security Requirements 	22
      
	10.3
      	Deadline
      for Establishing Security 	22
      
	10.4
      	Form
      of Security 	22
      
	10.5
      	Provision
      of Seller Financial Information 	23
      
	10.6
      	Notice
      of Potential Change in Financial Condition 	24
      
	ARTICLE
      11 	INSURANCE
      	24
      
	11.1
      	Evidence
      of Insurance 	24
      
	11.2
      	Modification
      of Insurance 	25
      
	ARTICLE
      12 	DEFAULT
      AND REMEDIES 	25
      
	12.1
      	Events
      of Default of Seller 	25



- ii -




	12.2 	Project
      Lender’s Right to Cure Default of Seller 	26
  
	12.3 	Events of Default of
      Purchaser 	27 
	12.4 	Damages
    	28
  
	12.5 	Draw on Security to Pay
      Damages 	29 
	12.6 	Termination
      	29
  
	12.7 	Bankruptcy 	29 
	12.8 	Specific
      Performance 	29
  
	12.9 	Remedies Cumulative 	30 
	12.10 	Waiver and
      Exclusion of Other Damages 	30
  
	ARTICLE 13 	REPRESENTATIONS, WARRANTIES,
      AND COVENANTS 	30 
	13.1 	Seller’s
      Representations and Warranties 	30
  
	13.2 	Purchaser’s Representations
      and Warranties 	31 
	ARTICLE 14 	ASSIGNMENT,
      SUBCONTRACTING, AND FINANCING 	32
  
	14.1 	No Assignment Without
      Consent 	32 
	14.2 	Accommodation of Project Lender 	33
  
	14.3 	Notice of Project Lender
      Action 	34 
	14.4 	Transfer
      Without Consent Is Null and Void 	34
  
	14.5 	Subcontracting 	34 
	ARTICLE 15 	CONTRACT
      ADMINISTRATION AND NOTICES 	34
  
	15.1 	Written Communications
    	34 
	15.2 	Representative for Notices 	35
  
	15.3 	Authority of Representatives
      	35 
	15.4 	Operating
      Records 	35
  
	15.5 	Billing and Payment Records
      	36 
	15.6 	Examination
      of Records 	36
  
	ARTICLE 16 	DISPUTE RESOLUTION 	36 
	16.1 	Negotiation
      to Settle Disputes 	36
  
	16.2 	Election of Arbitration
    	37 
	16.3 	Selection of
      Arbitrator 	37
  
	16.4 	Discovery 	37 
	16.5 	Conduct of
      Arbitration Proceeding 	37
  
	16.6 	Arbitrator’s Award 	37 
	16.7 	Right to
      Seek Preliminary Judicial Relief 	38
  


- iii -  





	ARTICLE 17 	MISCELLANEOUS
      PROVISIONS 	38
  
	17.1 	Waiver 	38 
	17.2 	Taxes
	38
  
	17.3 	Rate Changes 	39 
	17.4 	Disclaimer
      of Third-Party Beneficiary Rights 	39
  
	17.5 	Relationship of the Parties
      	39 
	17.6 	Survival of
      Obligations 	40
  
	17.7 	Severability 	40 
	17.8 	Complete
      Agreement; Amendments 	40
  
	17.9 	Binding Effect 	40 
	17.10 	Headings
    	40
  
	17.11 	Counterparts 	40 
	17.12 	Governing
      Law 	41
  
	17.13 	Confidentiality 	41 
	17.14 	Force
      Majeure 	42
  
	17.15 	Forward Contract 	42 


EXHIBITS 

	EXHIBIT A 	Exchange Resource 
	EXHIBIT B 	Entire Exchange Resource Output Contract Rate,
      and Environmental Attributes Contract Rate 
	EXHIBIT C 	Insurance Coverage Requirements    
	EXHIBIT D 	Consent and Assignment Terms 
	EXHIBIT E 	Commercial Operation Tests  
	EXHIBIT F 	Geothermal Land Properties 
	EXHIBIT G 	Form of Guaranty


- iv - 




     This Power Purchase and Sale
Agreement (“Agreement”) is executed as of February __, 2008 (the
“Effective Date”), by and between the Eugene Water & Electric Board, a
municipal utility organized and existing under the laws of the State of Oregon
(“Purchaser”), and U.S. Geothermal Inc., a corporation organized and existing
under the laws of the State of Idaho (“Seller”). Both Purchaser and Seller are
sometimes referred to herein individually as “Party” and collectively as
“Parties.” 

RECITALS


WHEREAS, Purchaser is authorized under Oregon law to purchase
electrical energy and capacity for its own use or for resale within or without
its service territory; and 

WHEREAS, Seller is an energy project developer that owns and
leases land and geothermal rights located within or adjacent to the Raft River
Known Geothermal Resource Area in Cassia County, Idaho; and 

WHEREAS, Seller plans to finance, construct, own, operate and
maintain the Unit 2 Geothermal Power Plant at the Raft River Known Geothermal
Resource Area, the net generating capacity of which is expected to be
approximately thirteen (13) MW, although the actual capacity will be determined
based on engineering process conditions and the availability of geothermal
energy; and 

WHEREAS, the net output of Unit 1 Geothermal Power Plant, which
is expected to average an annual amount of approximately thirteen (13) aMWs, is
under contract to Idaho Power; and 

WHEREAS, Seller desires to sell, and Purchaser desires to
purchase, energy generated from Unit 2, as well as Environmental Attributes
associated with such energy.

NOW, THEREFORE, in consideration of the mutual covenants and
agreements hereinafter set forth, the Parties agree as follows: 

ARTICLE 1 
Definitions and Rules of
Construction


     1.1 Rules of
Construction.


     The capitalized terms listed in
this Article shall have the meanings set forth herein whenever the terms appear
in this Agreement, whether in the singular or the plural or in the present or
past tense. Other terms used in this Agreement but not listed in this Article
shall have meanings as commonly used in the English language and, where
applicable, in Prudent Electrical Practice. Words not otherwise defined herein
that have well known and generally accepted technical or trade meanings are used
herein in accordance with such recognized meanings. In addition, the following
rules of interpretation shall apply: 

                
(a) The masculine shall include the feminine and neuter.

- 1 -



                
(b) References to “Articles,” “Sections,” or “Exhibits” shall be to articles,
sections, or exhibits of this Agreement. 

                
(c) The Exhibits attached hereto are incorporated in and are intended to be a
part of this Agreement; provided, that in the event of a conflict between the
terms of any Exhibit and the terms of this Agreement, the terms of this
Agreement shall take precedence. 

                
(d) This Agreement was negotiated and prepared by both Parties with the advice
and participation of counsel. The Parties have agreed to the wording of this
Agreement and none of the provisions hereof shall be construed against one Party
on the ground that such Party is the author of this Agreement or any part
hereof. 

                
(e) The Parties shall act reasonably and in accordance with the principles of
good faith and fair dealing in the performance of this Agreement. Unless
expressly provided otherwise in this Agreement, (i) where the Agreement requires
the consent, approval, or similar action by a Party, such consent, approval or
similar action shall not be unreasonably withheld, conditioned or delayed, and
(ii) wherever the Agreement gives a Party a right to determine, require, specify
or take similar action with respect to a matter, such determination,
requirement, specification or similar action shall be reasonable. 

                
(f) Each reference in this Agreement to any agreement or document or a portion
or provision thereof shall be construed as a reference to the relevant agreement
or document as amended, supplemented or otherwise modified from time to time.


                
(g) Each reference in this Agreement to applicable laws and to terms defined in,
and other provisions of, applicable laws shall be a reference to the same (or a
successor to the same) as amended, supplemented or otherwise modified from time
to time. 

                
(h) Each reference in this Agreement to a Person includes its successors and
permitted assigns and, in the case of a Governmental Authority, any Person
succeeding to its functions and capacities. 

                
(i) In this Agreement, the words “include,” “includes” and “including” are to be
construed as being at all times followed by the words “without limitation.” 

       1.2 Definitions.


       “AAA” shall have
the meaning set forth in Section 16.2.

     “Affiliate” of any named
Person or entity shall mean any other Person or entity that controls, is under
the control of, or is under common control with, the named entity. The term
"control" (including the terms "controls," "under the control of" and "under
common control with") means the possession, directly or indirectly, of the power
to direct or cause the direction of the management of the policies
of a Person or entity, whether through ownership interest, by contract or
otherwise. 

- 2 -




     “Agreement” shall mean
this Power Purchase and Sale Agreement executed between the Parties, including
any exhibits and any such revisions as may be agreed to in writing and signed by
both Parties. 

      “aMW” shall mean the
average megawatts of output over a stated period of time.

       “Arbitrator” shall
have the meaning set forth in Section 16.3. 

       “BPA” shall
mean the Bonneville Power Administration. 

       “Business Day”
shall mean any calendar day that is not a Saturday, a Sunday, or a NERC Holiday.


       “Cash” shall have
the meaning set forth in Section 10.4(b) .

       “Commercial Operation
Date” or “COD” shall be the day beginning at 0000 hours Pacific
Prevailing Time following the day on which all the requirements of Section 3.3
have been met, and on which deliveries of the Entire Exchange Resource Output
begins and the deliveries of Net Test Energy terminate. 

       “Commercial
Operation Tests” shall be the tests as delineated in Exhibit E.

       “Contract Month”
shall mean a period beginning at 0000 hours Pacific Prevailing Time on the first
day of a calendar month and ending at 2400 hours Pacific Prevailing Time on the
last day of the same calendar month, except that the first Contract Month shall
begin at 0000 hours on the Commercial Operation Date. 

      “Design Annual Geothermal
Energy Requirement” shall be the flowrate and temperature requirements of
each Permitted Use for each remaining year of the Term. For all Permitted Uses
in service at the time of the analysis performed pursuant to Section 3.1, the
Design Annual Geothermal Energy Requirement shall be the actual design
conditions of the Permitted Use as constructed. For all other Permitted Uses,
the Design Annual Geothermal Energy Requirement shall be the lesser of (i) the
assumed conditions of the initial reservoir engineer’s analysis for such
Permitted Use, whether conducted under Section 3.1 or Section 4.5(b) or (ii) the
actual design conditions of the Permitted Use as constructed. 

      “Dispute” shall have the
meaning set forth in Section 16.1. 

      “Effective Date” shall
have the meaning set forth in the Preamble.

      “Electric Metering
Device(s)” means all meters, metering equipment, and data processing
equipment used to measure, record, or transmit data relating to the Entire
Exchange Resource Output. 

- 3 -



     “Entire Exchange Resource
Output” shall mean (a) the entire generation of the Exchange Resource on
each hour less house station service and injection pump load, unless electric
service for Seller’s loads are increased pursuant to Section 5(c) of the
Exchange Agreement, plus (b) an amount of energy equal to all electric energy
Purchaser is entitled to receive pursuant to Sections 4(a) and 5(e) of the
Exchange Agreement during any period of redispatch of the Exchange Resource.


     “Entire Exchange Resource
Output Contract Rate” shall have the meaning set out in Section 5.1 and
Exhibit B. 

     “Environmental Attributes”
shall mean (a) any and all current or future credits, benefits, emissions
reductions, environmental air quality credits, emissions reduction credits,
offsets and allowances, howsoever entitled, resulting from the avoidance of the
emission of any gas, chemical or other substance directly associated with the
generation of the Entire Exchange Resource Output delivered to Purchaser during
the Term; (b) any green tags, green certificates, energy credits, renewable
energy certificates and tradable renewable certificates directly associated with
the Entire Exchange Resource Output produced during the Term; and (c) any of the
same arising out of legislation implementing the United Nations Framework
Convention on Climate Change (the “UNFCCC”), the Kyoto Protocol to the UNFCCC,
or any subsequent action taken by any international organization, or crediting
of “early action” emissions reduction, or laws or regulations involving or
administered by the Clean Air Markets Division of the Environmental Protection
Agency or successor administrator, or any state or federal entity given
jurisdiction over a program involving the transferability of Environmental
Attributes, and any green tag or certificate reporting rights to such
Environmental Attributes, directly associated with the Entire Exchange Resource
Output produced during the Term. “Environmental Attributes” does not mean or
include (i) Production Tax Credits, and any other federal or state tax credits,
deductions, or exemptions applicable to Seller based on its ownership or
operation of the Project or on the production and sale of the Entire Exchange
Resource Output, or (ii) payments or outright grants of money relating to the
ownership, development, construction, expansion, operation, or the maintenance
or financing of the Project, or the production of the Entire Exchange Resource
Output. 

     “Environmental Attributes
Contract Rate” shall have the meaning set out in Section 5.1 and Exhibit B.


     “Exchange Agreement” shall
mean that Firm Exchange Power Agreement among the BPA, Purchaser, and Seller,
BPA Contract No. 06PB-11768, as such agreement may be amended from time to time.


     “Event of Default” shall
have the meaning set forth in Sections 12.1 and 12.3.

     “Exchange Resource” shall
mean Unit 2 as identified in Exhibit A, as such exhibit may be modified by
agreement of the Parties from time to time. 

     “FERC” shall mean the
Federal Energy Regulatory Commission.

- 4 -



     “Financing Documents”
shall mean the loan and credit agreements, notes, bonds, indentures, security
agreements, lease financing agreements, mortgages, deeds of trust, interest rate
exchanges, swap agreements and other documents relating to the development,
bridge, construction and/or permanent debt financing for the Exchange Resource
or other assets of Seller, including any credit enhancement, credit support,
working capital financing, or refinancing documents, and any and all amendments,
modifications, or supplements to the foregoing that may be entered into from
time to time at the discretion of Seller in connection with development,
construction, ownership, leasing, operation or maintenance of the financed
assets. 

     “Force Majeure” shall mean
any event, cause or condition beyond a Party’s reasonable control (such causes
or conditions include but are not limited to: fire, flood, earthquake, wind,
drought and other acts of the elements; court order and act or failure to act of
civil, military or governmental authority; strike, lockout and other labor
dispute (even if such difficulties could be resolved by conceding to the demands
of a labor group); riot, insurrection, sabotage and war; plant protective relay
trips; and any act or omission of any Person or entity other than such Party and
such Party’s contractors or suppliers of any tier or anyone acting on behalf of
such Party) that prevents or delays the Party claiming the Force Majeure from
performing its obligations under this Agreement; provided however, that any
Party claiming a Force Majeure shall be entitled to a delay only to the extent,
despite the exercise of due diligence, it is unable to overcome the Force
Majeure event; provided, however, that Force Majeure does not include (i)
changes in market conditions that affect the cost of Purchaser’s or Seller’s
supplies, or that affect demand or price for any of Purchaser’s or Seller's
products, or (ii) the inability for any reason to pay amounts hereunder when
due. 

     “Forced Outage” shall mean
any physical condition at the Exchange Resource or its supporting facilities
that requires immediate removal of the Exchange Resource, or some part thereof,
from service; provided, however, that Forced Outage does not include (i)
changes in market conditions that affect the cost of Purchaser’s or Seller’s
supplies, or that affect demand or price for any of Purchaser’s or Seller's
products, or (ii) the inability for any reason to pay amounts hereunder when
due. 

    “Geothermal Land Properties” shall
mean those properties set out in Exhibit F.

     “Geothermal Power Plant”
shall mean one Ormat, air- or water-cooled, closed-loop, organic Rankine-cycle
geothermal generating unit, or a similar system by another supplier. 

     “Geothermal Resource”
shall mean the active geothermal reservoir underlying all properties on
which geothermal development could occur in the vicinity of Unit 1 and Unit 2
and that are hydraulically connected with the geothermal resources underlying
the Geothermal Land Properties. 

     “Governmental Authority”
shall mean any federal, state, local or municipal governmental body; any
governmental, quasi-governmental, regulatory or administrative agency,
commission, body or other authority exercising or entitled to exercise any administrative, executive, judicial, legislative, policy,
regulatory or taxing authority or power, or any court or governmental tribunal.

- 5 -



     “Idaho Power” shall mean the
Idaho Power Co.

     “Metering Point” shall
mean the electrical meter(s) at the 34.5 kV side of the Exchange Resource
transformer(s). 

     “Monthly Payment” shall
mean the amount Purchaser is obligated to pay Seller for the Entire Exchange
Resource Output actually delivered to the Point of Delivery, and for the related
Environmental Attributes, in a given Contract Month. 

     “Moody’s” shall mean Moody’s
Investor Services, Inc. or its successor.

     “MW” shall mean megawatt,
an amount of power equal to one thousand (1,000) kilowatts or one million
(1,000,000) watts. 

     “MWh” shall mean
megawatt-hours, an amount of energy equal to one thousand (1,000) kilowatt-hours
or one million (1,000,000) watt-hours. 

     “NERC” shall mean the North American Electric
Reliability Council.

     “NERC Holiday” shall mean
every day other than a Saturday or Sunday that the NERC declares to be a holiday
for power scheduling purposes. 

     “Net Test Energy” shall
mean the net electrical generation of the Exchange Resource in each hour prior
to the Commercial Operation Date. 

     “NRSRO” shall mean a Nationally
Recognized Statistical Rating Organization.

     “Pacific Prevailing Time”
shall mean either Pacific Standard Time or Pacific Daylight Saving Time,
whichever is in effect at the relevant time. 

     “Party Representative” shall
have the meaning set out in Section 16.1.

     “Permitted Uses” shall
mean (A) Unit 1, (B) all direct geothermal uses (but excluding electric
generation uses other than Unit 1) committed to or existing on the Geothermal
Land Properties prior to the confirmation of sufficient Geothermal Resource
under Section 3.1, (C) the geothermal energy used by the Exchange Resource under
this Agreement, and (D) such other uses as are permitted by Section 4.5. 

     “Person” shall mean any
party not a Party to this Agreement, including any such individual, corporation,
partnership, joint venture, limited liability company, association, joint-stock
company, trust, unincorporated organization or governmental body. 

     “Point of Delivery” shall
mean the point of receipt at the Bridge Substation where the facilities of RREC
interconnect with the BPA transmission system. The Point of Delivery under this Agreement corresponds to the BPA point
of receipt (POR-BPA PS) under the Exchange Agreement. 

- 6 -



     “Procedures” shall have the
meaning set out in Section 16.2.

     “Production Tax Credits”
shall also be referred to herein as “PTC,” and shall mean tax credits applicable
to electricity produced from certain renewable resources pursuant to 26 U.S.C. §
45, or any substantially equivalent federal tax credits applicable to Seller
based on its ownership or operation of the Project or on the production and sale
of energy from the Project to the Purchaser. 

     “Project” shall mean the
Unit 1, Unit 2, and Unit 3 Geothermal Power Plants at the Raft River Known
Geothermal Resource Area in Cassia County, Idaho, along with all associated
facilities needed for operation of the Project. 

     “Project Debt” shall mean
the obligations of Seller to any lender or financing lessor(s) pursuant to the
Financing Documents, including principal of, premium and interest on
indebtedness; fees, expenses or penalties; amounts due upon acceleration,
prepayment or restructuring; swap or interest rate hedging breakage costs; and
any claims or interest due with respect to any of the foregoing. 

      “Project Lender” shall
mean, collectively, any lender(s) providing any Project Debt.



     “Prudent Electrical
Practice” shall mean the practices, methods, standards and equipment, as
changed from time to time, that are commonly and lawfully used in prudent
electrical engineering and operation of equipment similar to the Project, taking
into consideration (1) safety; (2) dependability; (3) efficiency; (4) economy;
(5) adherence to applicable qualifying facility or independent power industry
codes, standards and regulations; and (6) the size, type and location of the
Project. Prudent Electrical Practices may include more than one practice, method
or item of equipment in any given application. 

     “PTC Compensation Amount”
shall mean an amount equal to (A) the Production Tax Credits to which Seller
would have been entitled with respect to Renewable Energy it is unable to
deliver because of a Purchaser Event of Default; plus (B) a "gross up" amount to
take into account the federal, state and local income tax to Seller on such
payments in lieu of Production Tax Credits so that the net amount retained by
Seller, after payment of federal, state and local income taxes, is equal to the
amount set forth in clause (A) of this definition. For purposes of determining
the foregoing, Seller shall deliver a certificate from an officer of Seller
stating the corporate tax rates (federal, state, or local, as applicable) that
are in effect for the Seller during the tax year in which the receipt of such
PTC Compensation Amount is taxed, and such income tax rates shall be used in the
calculation of the PTC Compensation Amount. 

     “Purchaser” shall have the
meaning set forth in the Preamble. 

     “Purchaser’s Security” shall
have the meaning set out in Section 10.2.

- 7 -



     “Qualified Custodian”
shall mean a U.S. commercial bank or a foreign bank with a U.S. branch, with
such bank having (i) minimum stated assets totaling not less than one hundred
billion dollars ($100,000,000,000) and minimum stated equity totaling not less
than five billion dollars ($5,000,000,000), and (ii) a senior unsecured debt
rating either of (a) A2 or better as determined by Moody’s or (b) A or better as
determined by Standard & Poor’s; provided that, if the applicable bank has
both an applicable rating by Moody’s and by Standard & Poor’s, the lower of
such ratings shall apply. 

     “Qualified Guarantor”
shall mean a Person with a senior unsecured long-term debt rating either of
(i) A2 or better as determined by Moody’s or (ii) A or better as determined by
Standard & Poor’s or, provided that (a) if the applicable Person has both an
applicable rating by Moody’s and by Standard & Poor’s, the lower of such
ratings shall apply, and (b) if neither such rating is available, the Person has
an equivalent rating from another NRSRO. 

     “Qualified Issuer” shall
mean a U.S. commercial bank or a foreign bank with a U.S. branch, with such bank
having (i) minimum stated assets totaling not less than one hundred billion
dollars ($100,000,000,000) and minimum stated equity totaling not less than five
billion dollars ($5,000,000,000), and (ii) a senior unsecured debt rating either
of (a) A2 or better as determined by Moody’s or (b) A or better as determined by
Standard & Poor’s; provided that, if the applicable bank has both an
applicable rating by Moody’s and by Standard & Poor’s, the lower of such
ratings shall apply. 

    “RREC” shall mean the Raft River
Electric Cooperative. 

    “Security” shall have the meaning set out in
  Section 10.3. 

    “Seller” shall have the meaning set out in the Preamble. 

    “Seller’s Security” shall have the meaning set out in Section 10.1.

     “Standard & Poor’s”
shall mean Standard & Poor’s Rating Group (a division of McGraw-Hill, Inc.)
or its successor. 

    “Term” shall have the meaning set
forth in Section 2.1.

     “Transmission Control
Area” shall mean the system of electrical generation, distribution, and
transmission facilities within which generation is regulated in order to
maintain interchange schedules with other such systems. 

     “Transmission Operator”
shall mean any transmission provider, independent system operator, regional
transmission operator or other transmission operator from time to time having
authority to control the Transmission Control Area to which the Exchange
Resource is interconnected. 

     “Unit” or “Units”
shall mean one or more of the Geothermal Power Plant(s) at the Project. 

- 8 -



     “Unit 1” shall mean the
first Geothermal Power Plant installed at the Project, the net electrical output
of which is, as of the Effective Date, allocated to Idaho Power. 

     “Unit 2” shall mean a
Geothermal Power Plant that shall be the next Unit that Seller or an Affiliate
of Seller plans to install after Unit 1, as further described in Exhibit A. When
the location of such Unit has been identified with more specificity, the Parties
shall supplement Exhibit A to include a complete description of the location of
Unit 2. 

     “Unit 3” shall mean the
Geothermal Power Plant that Seller or Seller’s Affiliate plans to install next
after Unit 2. 

      “WECC” shall mean the Western Electricity Coordinating
Council.

ARTICLE 2 
Term and Termination


     2.1 Term.


     This Agreement shall become
effective upon the Effective Date and shall continue in effect until 2400 hours
on the last day of the Contract Month during which the twenty-fifth
(25th) anniversary of the Commercial Operation Date occurs (such
period to be the “Term” of this Agreement). 

     2.2 Early Termination.


     This Agreement may be terminated
by either Party prior to the expiration of the Term upon the failure of any
Condition Precedent set forth in Article 9, or upon an Event of Default as set
forth in Section 12.6, or upon any permanent removal from service of the
Exchange Resource. 

ARTICLE 3

Unit 2 Development and Commercial Operation Date

     3.1 Confirmation of Sufficient
Geothermal Resource.

     Seller shall, at its sole cost
and expense, select an independent reservoir engineer to provide an analysis of
the production capability of the Geothermal Resource that concludes that the
portion of the Geothermal Resource available to the Geothermal Land Properties
is expected to be sufficient, over the Term of this Agreement, to support an
Exchange Resource of at least ten (10) aMW capacity and any other then Permitted
Use. 

                
(a) Not less than sixty (60) days prior to issuing the written notice pursuant
to Section 3.2(a), Seller shall submit to Purchaser: 

(1) a report of the analysis of the
independent reservoir engineer, 

- 9 - 




(2) a table showing Unit 2 and all
Permitted Uses, and each of their respective Design Annual Geothermal Energy
Requirements, 

(3) a completed Exhibit F that
describes the Geothermal Land Properties and corresponds to the properties
described in the Financing Documents, and 

(4) an update to Exhibit A, describing
the Exchange Resource that will actually be constructed.    


    3.2 Notice to Purchaser of the Expected
Commercial Operation Date.

                
(a) Seller shall provide written notice to Purchaser within ten (10) days of
issuing its notice to proceed with construction of the Exchange Resource,
stating that Seller has issued such notice and stating the expected date that
all conditions in Section 3.3 will have been satisfied. 

                
(b) Seller shall notify Purchaser in writing of any changes that may occur from
time to time to the expected Commercial Operation Date. 

                
(c) Seller also shall provide an updated notice to Purchaser of the expected
Commercial Operation Date at least one hundred sixty-eight (168) hours prior to
the first generation schedule being submitted for the delivery of the Entire
Exchange Resource Output. Each Business Day thereafter until COD is achieved,
Seller shall confirm the expected COD or inform Purchaser of any changes in the
expected COD. 

     3.3 Conditions for Commercial
Operation.


     Seller shall certify in writing
that each of the following conditions have occurred and the date thereafter when
Seller shall commence delivery to the Purchaser of the Entire Exchange Resource
Output and cease deliveries of Net Test Energy. Conditions (a) through (e) of
this Section 3.3 shall be certified by Seller at least one hundred sixty-eight
(168) hours prior to the COD. 

                
(a) The Exchange Agreement is in full force and effect.

                
(b) Seller has the legal authority to interconnect with the facilities of RREC,
and RREC has committed in writing to receive and transmit the Entire Exchange
Resource Output to the Point of Delivery, for the Term of this Agreement. 

                
(c) Seller is physically interconnected with the facilities of RREC.

                
(d) Seller is in compliance with all requirements of the Transmission Operator
and of RREC as required to commence delivering the Entire Exchange Resource
Output pursuant to the Exchange Agreement. 

                
(e) Seller is in full compliance with the insurance requirements of Article
11.

- 10 -




           
(f) Seller and Purchaser have agreed upon the generation forecasting protocols
per the requirements of Section 7.6. 

           
(g) Seller has successfully completed the Commercial Operation Tests specified
in Exhibit E. 

          
 (h) Seller has submitted to Purchaser an hourly generation forecast
commencing at the hour ending 0100 Pacific Prevailing Time of the COD and
extending seven (7) days forward from that time. The hourly generation forecast
shall be submitted no later than 0800 hours Pacific Prevailing Time of the day
prior to the COD. 

ARTICLE 4 
Purchase and Sale of Energy and
Environmental Attributes

     4.1 Net Test
Energy.


     Notwithstanding any other
provisions herein, Purchaser agrees to purchase only such Entire Exchange
Resource Output that may be delivered and received pursuant to the terms of the
Exchange Agreement. To the extent that Purchaser is able to take and dispose of
Net Test Energy, Purchaser agrees at Seller’s request to acquire such Net Test
Energy and any associated Environmental Attributes upon terms and conditions to
be mutually agreed by the Parties and not financially detrimental to Purchaser.
To the extent that Seller is not able to dispose of the Net Test Energy,
Purchaser shall have no obligation under this Agreement to receive, purchase or
otherwise compensate Seller for such Net Test Energy or to receive any
associated Environmental Attributes. 

     4.2 Purchase and Sale of Entire
Exchange Resource Output.

     Beginning on the Commercial
Operation Date, Seller shall generate from the Exchange Resource, deliver to the
Point of Delivery, and sell to Purchaser, and Purchaser shall purchase, at the
applicable rates set forth in Article 5 ("Entire Exchange Resource Output
Contract Rate"), all of the Entire Exchange Resource Output. Seller shall not,
without Purchaser’s consent, generate and deliver any Entire Exchange Resource
Output in a quantity that exceeds sixteen (16) MWh in any hour. 

     4.3 Purchase and Sale of
Environmental Attributes.

     Beginning on the Commercial
Operation Date, Seller shall sell and deliver to Purchaser, and Purchaser shall
purchase, at the applicable rates set forth in Article 5 ("Environmental
Attributes Contract Rate"), all Environmental Attributes associated with the
Entire Exchange Resource Output. In the event of a redispatch, if any, of the
Exchange Resource by the Transmission Operator, as addressed in section 5(e) of
the Exchange Agreement, the Entire Exchange Resource Output will be delivered to
Purchaser with respect to which no Environmental Attributes will attach, and the
Environmental Attributes Contract Rate will not be payable with respect to such
Entire Exchange Resource Output. 

- 11 -



    4.4 Title and Risk of Loss.


     Notwithstanding any term or
condition of the Exchange Agreement to the contrary, Seller shall be deemed to
be in control of the Entire Exchange Resource Output up to and until delivery
and receipt at the Point of Delivery and Purchaser shall be deemed to be in
control of such energy at and after delivery and receipt at the Point of
Delivery. Title and risk of loss related to the Entire Exchange Resource Output
and associated Environmental Attributes shall transfer from Seller to Purchaser
at the Point of Delivery. 

    4.5 Restriction on Addition of New
Geothermal Uses.

     Subsequent to the addition of
Unit 2, Purchaser agrees that Seller may add further uses of the geothermal
energy from the Geothermal Land Properties. Only those further uses that meet
the requirements of this Section 4.5 shall be “Permitted Uses.” 

                
(a) Seller may, as a Permitted Use, use the geothermal energy contained in the
brine discharged from any geothermal electric generation facility for cascade
waste heat applications. 

                
(b) Seller shall only add additional uses of geothermal energy from the
Geothermal Land Properties after it has first obtained confirmation, through a
written report from an independent licensed reservoir engineer, that the
additional uses will not impact the existing Permitted Uses. The reservoir
engineer’s report shall indicate, at a confidence level of ninety percent (90%)
or greater, that the production capability of the Geothermal Land Properties is
sufficient through the end of the Term to continue to supply at least one
hundred percent (100%) of the geothermal energy requirements of the then
existing Permitted Uses operating at their Design Annual Geothermal Energy
Requirement, as well as at least one hundred percent (100%) of the Design Annual
Geothermal Energy Requirement for all additional proposed uses of geothermal
energy from the Geothermal Land Properties. The analysis shall also incorporate
all other geothermal energy uses outside of the Geothermal Land Properties but
within the Geothermal Resource. Seller shall promptly provide Purchaser with a
report of such analysis. 

                
(c) Within the later of (i) sixty (60) days of receipt of written notice of the
estimated delivery date of the analysis by the independent reservoir engineer,
or (ii) thirty (30) days of actual receipt of such analysis, Purchaser may
dispute the conclusions stated therein. Such dispute shall be in writing and
signed by an independent licensed reservoir engineer and shall set forth in
reasonable detail each of the reasons for the dispute. Any such dispute shall be
resolved pursuant to the Procedures set forth in Article 16. Seller shall only
pursue dispute resolution under Article 16 if the Purchaser’s licensed reservoir
engineer concludes that the amount of useable geothermal energy available to the
Exchange Resource will be at least fifteen percent (15%) lower than the amount
determined by Seller’s independent reservoir engineer. 

- 12 -



    4.6 Underperformance of Permitted Uses
Due to Lack of Geothermal Energy.

     If, notwithstanding the analyses
by an independent reservoir engineer or engineers as provided in Sections 3.1
and 4.5, either the quantity of geothermal energy obtained from the Geothermal
Land Properties proves inadequate to meet one hundred percent (100%) of the
Design Annual Geothermal Energy Requirement, then Seller shall allocate the
geothermal energy obtained from the Geothermal Land Properties on a pro rata
basis in which the supply of geothermal energy to each Permitted Use, other than
Unit 1, is reduced by an equal percentage reduction of its Design Annual
Geothermal Energy Requirement. The equal percentage reduction shall not apply if
the reduction is not relevant to the Exchange Resource’s prorata allocation
(e.g., power plant waste heat use) or requires capital investment by the Seller
with a negative net present value. 

     4.7 Tax Benefits.


     Seller shall be entitled to all
Production Tax Credits and any other federal or state tax credits, deductions,
or exemptions applicable to Seller based on its construction, ownership or
operation of the Exchange Resource or on the production and sale of the Entire
Exchange Resource Output and Environmental Attributes to the Purchaser, and
Purchaser acknowledges that Seller has the right to sell or transfer the
Production Tax Credits, or such other tax credits, deductions, or exemptions at
any rate and upon any terms and conditions that Seller may determine in its sole
discretion without liability to Purchaser hereunder. Purchaser shall have no
claim, right or interest in such credits or in any amount that Seller realized
from the sale of such credits, deductions, or exemptions. 

ARTICLE 5
Pricing 


    5.1  Pricing of Entire
Exchange Resource Output and Environmental Attributes.

    The Entire Exchange Resource Output
Contract Rate and the Environmental Attributes Contract Rate each shall be as
provided in Exhibit B. For avoidance of doubt, the Entire Exchange Resource
Output Contract Rate in Exhibit B shows pricing by calendar year with Commercial
Operation Dates through 2011. If the Commercial Operation Date occurs after
2011, the “0-year” payment will be the payment shown in Exhibit B for that
calendar year, and the Entire Exchange Resource Output Contract Rate in each
subsequent calendar year shall be escalated at the rates as indicated in Exhibit
B. 

- 13 -



ARTICLE 6


Exchange Resource Operation and Maintenance

     6.1 Exchange Resource
Operation.


     Seller shall staff, control,
operate, maintain and repair the Exchange Resource consistent at all times with
Prudent Electrical Practice(s). 

      6.2 Outage and Performance
Reporting.


     Seller shall comply with all then
current Purchaser, NERC, WECC, and Transmission Operator generating Unit outage
reporting requirements, as they may be revised from time to time, and as they
apply to the Exchange Resource. 

     6.3 Access to the
Project.


     Appropriate representatives of
Purchaser shall at all reasonable times and with reasonable prior notice, have
access to the Project to read meters and to perform all inspections and
operational reviews as may be reasonably appropriate to facilitate the
performance of this Agreement; provided that Purchaser does not unreasonably
interfere with the operation of the Project and causes all Persons visiting the
Project on its behalf to comply with all of Seller's applicable safety, health
and similar rules and requirements. Purchaser agrees to comply with the
foregoing conditions when it visits the Project. 

     6.4 Reliability
Standards.


     Seller shall operate the Exchange
Resource in a manner that complies with the reliability standards that apply to
geothermal electric generation facilities, including standards set by the
Transmission Operator, NERC, WECC, and FERC, or any successor agencies setting
reliability standards for the operation of such generation facilities. To the
extent that Seller does not operate the Exchange Resource in accordance with
such standards and Seller’s performance results in monetary penalties being
assessed against Seller, the Exchange Resource or Purchaser by the Transmission
Operator, NERC, WECC, or FERC, as between Purchaser and Seller, Seller shall be
solely responsible for paying any such monetary penalties. 

     6.5 Planned Maintenance
Schedule.


     No later than two (2) months
prior to (a) the Commercial Operation Date and (b) by November 1 of each
calendar year during the Term, Seller shall submit to Purchaser a schedule of
planned maintenance for the following calendar year for the Exchange Resource.
Such schedule shall be consistent with the requirements of Prudent Electrical
Practice and otherwise in accordance with this Agreement. Such schedule, and
each supplement thereto, shall indicate the planned commencement and completion
dates for each planned maintenance during the period covered thereby, as well as
the affected portion(s) of the Exchange Resource. Seller also shall provide
Purchaser an updated schedule each month, showing any change in scheduled commencement or duration of such planned maintenance. Seller
shall make reasonable efforts to schedule such planned maintenance at times that
will best accommodate Purchaser’s operational needs. 

- 14 -



      6.6 Registration of
Environmental Attributes.

     At Purchaser’s request and
expense, Seller shall register and maintain compliance during the duration of
this Agreement with all registration and reporting requirements needed to record
and maintain for Purchaser’s benefit all Environmental Attributes provided to
Purchaser under this Agreement. Seller shall not report under Section 1605(b) of
the Energy Policy Act of 1992 or under any applicable program any of the
Environmental Attributes purchased hereunder as belonging to anyone other than
Purchaser. Purchaser may report under such program that such Environmental
Attributes purchased hereunder belong to it. Environmental Attributes
transferred by Seller to Purchaser shall not be sold, traded, assigned, or
otherwise transferred by Seller to any other party. 

     6.7 Public Statements/Other
Use.


     Seller shall not (1) make any
public statements or representations inconsistent with the provisions of this
Agreement with respect to the Environmental Attributes, (2) use Environmental
Attributes provided to Purchaser hereunder to meet any federal, state or local
renewable energy requirement, renewable energy procurement, renewable energy
portfolio standard or other renewable energy mandate or (3) advertise, market,
sell, retire, convey or otherwise transfer or seek to transfer Environmental
Attributes provided to Purchaser hereunder. 

     6.8 Compliance with Exchange
Agreement.

     Each Party shall comply with all
of its obligations under the Exchange Agreement. Seller also shall provide
Purchaser in a timely manner with all Exchange Resource operating information
needed for Purchaser to comply with its requirements under the Exchange
Agreement. 

     6.9 Compliance with Requirements of
Governmental Authorities.

     Seller shall comply with all
applicable requirements that Governmental Authorities lawfully impose with
respect to the construction, operation, and maintenance of the Exchange
Resource. 

ARTICLE 7 
Delivery and Metering of
Energy


     7.1 Delivery
Arrangements.


     Seller shall be responsible for
all interconnection, electric losses, transmission and ancillary service
arrangements, and costs required to deliver the Entire Exchange Resource Output
from the Exchange Resource to the Point of Delivery. Purchaser shall

- 15 -




be responsible for all electric losses, transmission and
ancillary service arrangements and costs incurred at or beyond the Point of
Delivery. Seller shall be responsible for arranging for settlement with RREC of
the losses occurring between the Metering Point and the Point of Delivery and
shall, at Seller’s option, either (a) purchase such losses from RREC or (b)
reduce the amount of the Entire Exchange Resource Output as measured at the
Metering Point by the amount of such losses. 

     7.2 Metering of Energy
Deliveries.


     The Entire Exchange Resource
Output delivered under this Agreement shall be as measured by Electric Metering
Devices located at the Metering Point, adjusted as applicable for losses as
specified in Section 7.1. 

     7.3 Electric Metering
Devices.


     The following provisions on
Electric Metering Devices shall apply only to the extent they do not conflict
with requirements of RREC, if it is the owner or operator of the Electric
Metering Devices. Seller shall make all reasonable efforts to ensure that RREC
requirements are consistent herewith. 

                (a)
The Electric Metering Devices shall be owned, operated, and maintained either by
Seller or by RREC, as agreed between RREC and Seller. 

                (b)
Seller shall provide Purchaser with reasonable advance notice of, and permit a
representative of Purchaser to witness and verify, inspections and tests of the
Electric Metering Devices; provided, however, that Purchaser shall not
unreasonably interfere with or disrupt the activities of Seller or RREC and
shall comply with all of Seller’s and RREC’s safety standards. Upon request by
Purchaser, Seller shall perform or arrange additional inspections or tests of
any Electric Metering Device and shall permit a qualified representative of
Purchaser to inspect or witness the testing of any Electric Metering Device;
provided, however, that Purchaser shall not unreasonably interfere with or
disrupt the activities of Seller or RREC and shall comply with all of Seller’s
and RREC’s safety standards. The actual expense of any such requested additional
inspection of testing shall be borne by Purchaser, unless upon such inspection
or testing an Electric Metering Device is found to register inaccurately by more
than the allowable limits established in Section 7.4, in which event the expense
of the requested additional inspection or testing shall be borne by Seller. If
requested by Purchaser in writing, Seller shall provide copies of any inspection
or testing reports to Purchaser within five (5) Business Days. 

                (c)
If any Electric Metering Devices are found to be defective or inaccurate, they
shall be adjusted, repaired, replaced, and/or recalibrated as near as
practicable to a condition of zero error by the Party owning such defective or
inaccurate device and at that Party’s expense. The Party discovering such defect
or inaccuracy shall promptly notify the other Party of such discovery. 

- 16 -



     7.4 Adjustment for Inaccurate
Meters.


     The following provisions on
adjustment for inaccurate meters shall apply only to the extent they do not
conflict with requirements of RREC, if it is the owner or operator of the
Electric Metering Devices. Seller shall make all reasonable efforts to ensure
that RREC requirements are consistent herewith. 

                
(a) If an Electric Metering Device fails to register, or if the measurement made
by an Electric Metering Device is found upon testing to be inaccurate by more
than one percent (1%) from the measurement made by the standard meter used in
the test, an adjustment shall be made correcting all measurements by the
inaccurate or defective Electric Metering Device for both the amount of the
inaccuracy and the period of the inaccuracy, in the following manner: 

                 (1) In the event that the Electric Metering Device is found to be defective or
inaccurate, the Parties shall use Seller’s backup metering, if installed, to
determine the amount of such inaccuracy; provided, however, that such backup
metering is tested and has been maintained in accordance with the provisions of
this Article 7. In the event that Seller has not installed backup metering, or
the back-up metering is also found to be inaccurate by more than one percent
(1%) from the measurement made by the standard meter used in the test, the
Parties may use any other mutually agreeable measure of the Entire Exchange
Resource Output during the period for which accurate metering was not available.
The adjustment shall be made for the period during which inaccurate measurements
were made. 

                 (2) In the event that the Parties cannot agree on the actual period during which
the inaccurate measurements were made, the period during which the measurements
are to be adjusted shall be the shorter of (i) the last one-half of the period
from the last previous test of the Electric Metering Device to the test that
found the Electric Metering Device to be defective or inaccurate, or (ii) the
one hundred eighty (180) days immediately preceding the test that found the
Electric Metering Device to be defective or inaccurate. 

                 (b)
To the extent that the adjustment period covers a period of deliveries for which
payment has already been made by Purchaser, Purchaser shall use the corrected
measurements as determined in accordance with this Article 7 to recompute the
amount due for the period of the inaccuracy and shall subtract the previous
payments by Purchaser for this period from such recomputed amount. If the
difference is a positive number, the difference shall be paid by Purchaser to
Seller; if the difference is a negative number, that difference shall be paid by
Seller to Purchaser, or at the discretion of Purchaser, may take the form of an
offset to payments due Seller by Purchaser (or by payment to Seller, if
sufficient payments do not remain to offset). Payment of such difference by the
owing Party shall be made not later than thirty (30) days after the owing Party
receives notice of the amount due, unless Purchaser elects payment via an
offset. 

- 17 -



    7.5 Scheduling Arrangements.


     Purchaser shall be responsible
for scheduling the Entire Exchange Resource Output, including all necessary Open
Access Same Time Information System (OASIS) tagging, and other procedures or
protocols established by the Transmission Operator. 

     7.6 Generation
Forecasting.


     At its expense, Seller shall
provide to Purchaser, for the Term, forecasting information via electronic
format acceptable to the Purchaser or via any other format that the Purchaser
and Seller mutually agree is acceptable. The Seller shall be responsible for all
costs associated with creating and transmitting the forecasting information to
the Purchaser. The Purchaser and Seller shall mutually develop and approve the
electronic format and process of transmitting the data no later than thirty (30)
days prior to the Commercial Operation Date. The forecasting information shall
be provided as follows: 

                
(a) No later than February 1 of each calendar year during the Term a forecast of
the Entire Exchange Resource Output by month for each of the next five (5) one
(1) year periods, commencing on the following March 1, 

                
(b) No later than the last day of each calendar month during the Term, an
updated estimate of forecasted Entire Exchange Resource Output by month for the
twelve (12) month period commencing on the first (1st) day of the
month following submission of such information, and 

                
(c) No later than 1300 hours each Business Day, an hourly forecast that starts
at 0500 hours Pacific Prevailing Time of the next day and runs for a minimum of
one hundred sixty eight (168) hours (seven (7) days), and 

Seller shall inform the Purchaser as soon as practical of any
changes to the forecast, including Forced Outage, Force Majeure, reductions in
output obligated by the Transmission Provider or control area operator, or other
unexpected reductions or increases in output of greater than one (1) MW over
that which had previously been forecast. All forecast information and updates
provided hereunder shall be informational only, and Seller does not warrant that
actual generation will be as forecast. 

ARTICLE 8 
Billing and Payment


     8.1 Billing Invoices.

   The monthly billing period shall
  be the Contract Month. No later than ten (10) Business Days after the end of
  each Contract Month, Seller shall provide to Purchaser, by first-class mail or
  electronically, an invoice for the amount due Seller by Purchaser for the
  services provided by Seller and purchased by Purchaser, under this
  Agreement, during the previous Contract Month billing period. Seller’s
  invoice will show all billing parameters, Entire Exchange Resource Output
  Contract Rates, Environmental Attributes Contract Rates, and any other data
  reasonably pertinent to the calculation of Monthly Payments due to Seller.
  Seller’s failure to timely provide Purchaser with the monthly invoice shall not
  waive Purchaser’s responsibility for payment under the terms stated in Section
  8.2. 



- 18 -




    8.2 Payments.


     Unless otherwise specified
herein, payments due under this Agreement shall be due and payable by check or
by electronic funds transfer, as designated by the owed Party, on or before the
later of (i) the twentieth (20th) calendar day of the Contract Month
following the Contract Month to which such payment relates or (ii) the tenth
(10th) Business Day following receipt of the billing invoice. 

    8.3 Late Payments.


     Remittances received by mail will
be considered to have been paid when due if the postmark indicates the payment
was mailed within the time period specified in Section 8.2. If the amount due is
not paid on or before the due date, a late payment charge shall be applied to
the unpaid balance and shall be added to the next billing statement. Such late
payment charge shall be calculated using an annual interest rate equal to the
prime lending rate as may from time to time be published in The Wall Street
Journal under "Money Rates" on such day (or if not published on such day, on
the most recent preceding day on which published), plus two percent (2%). If the
due date occurs on a day that is not a Business Day, the late payment charge
shall begin to accrue on the next succeeding Business Day. 

    8.4 Billing Disputes.


     Purchaser may dispute invoiced
amounts, but shall pay to Seller the undisputed portion of invoiced amounts, on
or before the invoice due date. To resolve any billing dispute, the Parties
shall use the Procedures set forth in Article 16. When the billing dispute is
resolved, the Party owing shall pay the amount owed within ten (10) Business
Days of the date of such resolution, with late payment interest charges
calculated on the amount owed in accordance with the provisions of Section 8.3.
Purchaser at any time may offset against any and all amounts that may be due and
owed to Seller under this Agreement any amounts that are owed by Seller to
Purchaser pursuant to this Agreement, including damages and other payments.
Undisputed and non-offset portions of amounts invoiced under this Agreement
shall be paid on or before the due date or shall be subject to the late payment
interest charges set forth in Section 8.3. 

- 19 -




ARTICLE 9 
Conditions Precedent


    9.1 Determination of Sufficient
Geothermal Resource.

     Purchaser understands and agrees
that Seller’s obligation to deliver and sell the Entire Exchange Resource Output
and Environmental Attributes to Purchaser under this Agreement is contingent
upon confirmation by Seller of sufficient Geothermal Resources as set forth in
Section 3.1. 

                
(a) If Seller determines that there is sufficient resource for the Exchange
Resource, with a capability to provide at least ten (10) aMW of net power
delivery on an annual average basis, it shall provide written notification of
such to Purchaser per the requirements of Section 3.1. 

                
(b) If the independent geothermal engineer engaged by Seller determines that
Seller has only sufficient Geothermal Resources for less than ten (10) aMW of
Entire Exchange Resource Output, then Seller and Purchaser shall consult on a
mutually agreeable course of action, including but not limited to modification
to the Agreement. In such case, both Parties retain the right to terminate this
Agreement with no further obligations to the other Party, except as otherwise
expressly provided herein. If one Party desires to terminate this Agreement
pursuant to this provision, it shall provide notification in writing to the
other Party prior to Seller’s issuance of the written notice pursuant to Section
3.2(a) . Termination of the Agreement will be effective upon receipt of the
written notification by the other Party. 

    9.2 Production Tax Credit
Extension.


     Purchaser acknowledges that
Seller expects to construct Unit 2 only if the Production Tax Credits are
extended through the year in which the Commercial Operation Date is expected to,
or does, occur. If, by the date set forth for the notice to proceed with
construction in Section 3.2, such an extension has not been enacted, Seller may
terminate this Agreement without payment or further obligation to Purchaser.


    9.3 Denial of Network Resource Status for
Exchange Resource.

     Either Party may terminate this
Agreement prior to the Commercial Operation Date based upon a denial in writing
by Idaho Power of a request by BPA to designate deliveries from the Exchange
Resource as a Network Resource under BPA’s Network Transmission Agreement, which
denial has become final after any applicable appeals thereof. 

    9.4 Lack of Progress.


     Either Party may terminate this
Agreement, without any further obligation to the other Party, if (i) Seller has
not, for any reason, issued by December 31, 2011 a notice to proceed with
construction of the Exchange Resource, or (ii) for any reason, the Commercial
Operation Date has not occurred by June 30, 2013. 

- 20 -




    9.5 Purchaser’s Rights After Termination
of the Agreement.

     For a period of four (4) years
after the termination of this Agreement by Seller under Section 9.1(b) or 9.4,
Purchaser shall retain the right to purchase the net generation from Unit 2
under the following conditions: 

                
(a) In the event that Seller reaches an agreement with another Person for the
purchase and sale of net generation from Unit 2 with a design Entire Exchange
Resource Output of less than ten (10) aMW, then Purchaser shall retain a right
of first refusal to purchase the output of such Unit. The right of first refusal
shall be valid if Purchaser accepts delivery of energy at the same terms and
conditions as have been agreed to between Seller and the other Person. Purchaser
shall have sixty (60) days from the receipt of the offer from the Seller to
provide the Seller with a signed acceptance of the terms and conditions for the
output of such Unit. 

                
(b) In the event that Seller later determines that the Geothermal Resource
controlled by Seller or available for Seller’s use is sufficient to support the
purchase and sale of net generation from Unit 2 with a design Entire Exchange
Resource Output of ten (10) aMW or greater, then Purchaser shall retain the
right to purchase the entire net generation from Unit 2 under the same terms and
conditions of this Agreement. 

ARTICLE 10
Credit 


     10.1 Seller Security
Requirements.


     Seller shall establish and
maintain the following Security (“Seller’s Security”), which shall be available
to Purchaser to secure Seller’s performance of its obligations under this
Agreement: 

                
(a) For so long as Seller maintains (a) a balance sheet ratio of equity to total
asset value of sixty percent (60%) or greater, or (b) a senior unsecured debt
rating of A or better as determined by Standard & Poor’s or A2 or better as
determined by Moody’s or, if neither such rating is available, an equivalent
rating by any other NRSRO, the Seller’s Security amount shall be zero dollars
($0). 

                
(b) For so long as Seller maintains (a) a balance sheet ratio of equity to total
asset value of thirty percent (30%) or greater, or (b) a senior unsecured debt
rating equivalent to BBB or better as determined by Standard & Poor’s or
Baa2 or better as determined by Moody’s or, if neither such rating is available,
an equivalent rating by any other NRSRO, the Seller’s Security amount shall be
one million, five hundred thousand dollars ($1,500,000). 

                
(c) If Seller fails to meet the requirements of either (a) or (b) the Seller’s
Security amount shall be two million dollars ($2,000,000). 

- 21 -




    10.2 Purchaser Security
Requirements.


     Purchaser shall establish and
maintain the following Security (”Purchaser’s Security”), which shall be
available to Seller to secure Purchaser’s performance of its obligations under
this Agreement: 

                
(a) For so long as Purchaser maintains a long-term issuer rating equivalent to A
or better as determined by Standard & Poor’s or A2 or better as determined
by Moody’s or, if neither such rating is available, an equivalent rating by any
other NRSRO, Purchaser’s Security amount shall be zero dollars ($0). 

                
(b) For so long as Purchaser maintains a long-term issuer rating

equivalent to BBB or better as determined by Standard &
Poor’s or Baa2 or better as determined by Moody’s or, if neither such rating is
available, an equivalent rating by any other NRSRO, Purchaser’s Security amount
shall be one million five hundred thousand dollars ($1,500,000). 

                
(c) If Purchaser fails to meet the requirements of either (a) or (b), the
Purchaser’s Security amount shall be two million dollars ($2,000,000). 

     10.3 Deadline for Establishing
Security. 

     The Parties agree that any
Seller’s Security or Purchaser’s Security required pursuant to Section 10.1 or
10.2 (collectively, “Security”) shall be established or increased consistent
with the requirements hereof as soon as practicable and in no case later than
three (3) Business Days following the first to occur of (i) the date upon which
a Party becomes aware that it is required to establish or increase such Security
or (ii) the date upon which the other Party provides written notice that such
Security is required to be established or increased. In the event that one Party
disputes a notice from the other Party that new or increased Security shall be
established, then the Party receiving the notice shall provide the requested
Security and the dispute shall be resolved according to the process set forth in
Article 16. 

     10.4 Form of Security.


     Seller’s Security and Purchaser’s
Security shall be maintained at the expense of the Party obligated to provide
such Security, and shall be in the form of one or more of the following
instruments. The providing Party may select and change the form of the Security
at any time at its sole discretion upon reasonable prior written notice to the
other Party, but the Security must at all times be composed of one or any
combination of the following in the aggregate amount required by Section 10.1 or
10.2, as applicable:

- 22 -




                 (a) An irrevocable standby letter of credit, in form and substance reasonably
acceptable to the benefiting Party, from a Qualified Issuer. Security provided
in this form shall be consistent with this Agreement and include a provision for
at least thirty (30) days’ advance written notice to the benefiting Party of any
expiration or earlier termination of the Security so as to allow the benefiting
Party sufficient time to exercise its rights under said Security if the
providing Party fails to extend or replace the Security. The form of such Security must meet the benefiting
Party’s requirements to ensure that claims or drawdowns can be made unilaterally
by the benefiting Party in accordance with the terms of this Agreement. Such
Security must be issued for a minimum term of three hundred sixty (360) days.
The providing Party shall cause the renewal or extension of the Security for
additional consecutive terms of three hundred sixty (360) days or more (or, if
shorter, the remainder of the Term) no later than thirty (30) days prior to each
expiration date of the Security. If the Security is not renewed or extended as
required herein, the benefiting Party shall have the right to draw immediately
upon the Security and be entitled to hold the amounts so drawn as Security in an
interest-bearing escrow account in accordance with (b), until and unless the
providing Party provides a substitute form of such Security meeting the
requirements of this Article 10. Security in the form of an irrevocable standby
letter of credit shall be governed by the Uniform Customs and Practice for
Documentary Credits (1993 Revision), International Chamber of Commerce Brochure
No. 500. 

                
(b) United States currency ("Cash"), deposited with a Qualified Custodian in an
escrow account under which the other Party is designated as beneficiary with
sole authority to draft from the account or otherwise access the Security.
Security deposited into such an escrow account shall be subject to the
following: (a) include a requirement for immediate written notice to both
Parties in the event that the sums held as Security in the account or trust do
not at any time meet the required level for the Security as set forth in this
Article 10; (b) funds held in the account may be deposited in a money-market
fund, short-term treasury obligations, investment-grade commercial paper and
other liquid investment-grade investments with maturities of three months or
less, with all investment income thereon to be taxable to, and to accrue for the
benefit of, the providing Party; and (c) annual account sweeps for recovery of
interest earned by the Security shall be allowed by the providing Party. Each
Party grants to the other Party a present and continuing first priority Security
interest in all Cash that has been transferred into an escrow account as that
Party’s Security. 

                
(c) An unconditional guarantee from a Qualified Guarantor in the form set out in
Exhibit G or an another form reasonably acceptable to the Party receiving the
guarantee. 

     10.5 Provision of Seller Financial
Information. Seller shall:

                
(a) Provide to Purchaser within ninety (90) days after the end of each

of Seller’s fiscal years during the Term, a statement by
Seller’s auditor of Seller’s fiscal-year-end ratio of total equity to total
asset value and a confirmation that Seller is in compliance with the credit
provisions of this Article 10. 

                
(b) Upon Purchaser’s request and within ten (10) Business Days, make available
to Purchaser for its review at Seller’s offices a copy of Seller’s latest
audited financial statements. 

- 23 -




                
(c) Upon Purchaser’s request and within ten (10) Business Days, make available
to Purchaser for its review at Seller’s offices a copy of Seller’s latest
unaudited financial statements, and such other financial information as may be
directly related to Seller’s ability to perform its obligations under this
Agreement, subject to confidentiality provisions mutually agreeable between the
Parties. 

                
(d) Upon Purchaser’s written request and with fifteen (15) Business Days, direct
Seller’s auditor to provide additional assurances acceptable to Purchaser that
Seller is in compliance with the Security requirements of Section 10.1. 

    10.6 Notice of Potential Change in
Financial Condition.

                
(a) In addition to the Security requirements set forth above, Seller shall
notify Purchaser within five (5) Business Days of the time any of the following
information becomes available to Seller: 

                 (1) Any
reduction of more than ten percent (10%) in the annual forecasted output of the
Exchange Resource; 

                 (2) Any
reduction or forecasted reduction in demonstrated geothermal reserves controlled
by Seller or available for Seller’s use with respect to the Geothermal Land
Properties to a level insufficient to supply one hundred percent (100%) of the
geothermal energy requirements of all Permitted Uses operating at their maximum
output rating for the remainder of the Term; 

                 (3) If
Seller forecasts a negative net income for its current or immediately following
fiscal year; or 

                 (4) If a
legal proceeding is instituted against Seller that seeks to recover monetary
damages from Seller in an amount greater than one hundred thousand dollars
($100,000). 

                
(b) Purchaser shall notify Seller within thirty (30) days of the time the
relevant information becomes available to Purchaser: 

                 (1) If
Purchaser fails to meet the Purchaser’s Security requirements of Section 10.2;
or 

                 (2) If
Purchaser’s forecasts a negative net revenue for its current or immediately
following fiscal year. 

ARTICLE 11
Insurance 


      11.1 Evidence of
Insurance.

      In each calendar year following
the commencement of construction of the Exchange Resource, Seller shall provide
Purchaser with insurance certificatesreasonably acceptable to Purchaser
evidencing that Seller’s insurance coverages are in compliance with the
specifications for insurance coverage set forth in Exhibit C to this Agreement.
Such certificates shall (a) name Purchaser as an additional insured under the
commercial general liability and excess liability policies; (b) provide a waiver
of any rights of subrogation against Purchaser, its Affiliates and their
officers, directors, agents, subcontractors, and employees; and (c) indicate
that the commercial general liability policy has been endorsed as described
above. 

- 24 -




     11.2 Modification of
Insurance.


     If any insurance required to be
maintained by Seller hereunder ceases to be available on commercially reasonable
terms in the commercial insurance market, Seller shall provide written notice to
Purchaser, accompanied by a certificate from an independent insurance advisor of
recognized national standing, certifying that such insurance is not available on
commercially reasonable terms in the commercial insurance market for electric
generating plants of similar type, geographic location and design. Upon receipt
of such notice, Seller shall use commercially reasonable efforts to obtain other
insurance that would provide comparable protection against the risk to be
insured, and Purchaser shall not unreasonably withhold its consent to modify or
waive such requirement. 

ARTICLE 12 
Default and Remedies


     12.1 Events of Default of
Seller.

                
(a) Each of the following shall constitute an “Event of Default” of Seller upon
its occurrence, and no cure period shall be applicable:

                 (1) Seller’s dissolution or
liquidation;

                 (2) Seller’s assignment of the
Exchange Resource or this Agreement or any of its rights hereunder for the
benefit of creditors (except for an assignment of the Exchange Agreement or this
Agreement to the Project Lender as security under the Financing Documents as
permitted by this Agreement); 

                 (3) Seller’s filing of a petition as
debtor in bankruptcy or insolvency or for reorganization or arrangement under
the bankruptcy laws of the United States or under any insolvency act of any
state, or Seller’s voluntarily taking advantage of any such law or act by answer
or otherwise; 

                 (4) The filing of a case in bankruptcy
or any proceeding under any other insolvency law against Seller as debtor, if
such filing has not been dismissed within sixty (60) days of filing; 

                 (5) Seller’s failure to establish and
maintain any required Seller’s Security in accordance with Article 10; 

- 25 - 

 




                 (6) Any
representation or warranty made by Seller in this Agreement that shall prove to
have been intentionally false or misleading when made, if such inaccuracy
results in a material adverse impact on Purchaser; and 

                 (7)
Seller’s delivery of any of the Entire Exchange Resource Output to any Person
other than Purchaser without the prior consent of Purchaser, other than (i) Net
Test Energy or (ii) energy output delivered by Seller during a period of
Purchaser default hereunder. 

                
(b) Each of the following shall be deemed an “Event of Default” upon the
expiration of the specified cure period: 

                 (1)
Seller’s failure to make any payment required under this Agreement, other than a
payment disputed by Seller in good faith, if not cured within ten (10) days
after the date of written notice from Purchaser to Seller and the Project Lender
as provided for in Section 12.2; 

                 (2) In
the event that Seller has been required to establish and maintain Seller’s
Security pursuant to the terms of this Agreement, and the Person providing the
Security instrument ceases to meet the definition of a Qualified Custodian,
Qualified Issuer or Qualified Guarantor, as the case may be, and Seller fails to
convert the Security instrument provided by such Person into a Security
instrument meeting the criteria set forth in Sections 10.1(a), 10.1(b), or
10.1(c) within three (3) Business Days; and 

                 (3) Any
other breach of this Agreement by Seller if not cured within thirty (30) days
after the date of written notice from Purchaser to Seller and the Project Lender
as provided for in Article 15; provided that, if such breach is not
capable of being cured within such thirty (30) day period, then Seller may
submit a plan of correction to Purchaser specifying in reasonable detail what
steps Seller intends to take to cure the breach and a timeline for such plan of
correction. If a registered professional engineer, or other consultant, as
appropriate, selected by Seller and approved by Purchaser (with such approval
not to be unreasonably denied), approves the plan of correction as reasonable,
the cure period for the breach will be extended for an additional reasonable
period of time, not to exceed one hundred fifty (150) days, so long as Seller is
exercising reasonable diligence in pursuing the plan of correction to cure such
breach. The cost of such engineer or other consultant shall be borne by Seller.

     12.2 Project Lender’s Right to Cure
Default of Seller. 

     As soon as practicable but not
less than ninety (90) days prior to the Commercial Operation Date of this
Agreement, Seller shall provide Purchaser with a notice identifying the Project
Lender and providing appropriate contact information for the Project Lender.
Following receipt of such notice, Purchaser shall provide notice of any Event of
Default of Seller to the Project Lender concurrently with the provision of such
notice to Seller, and Purchaser will accept a cure to an Event of Default of
Seller performed by the Project Lender, so long as the cure is
accomplished within the applicable cure period as provided in the Consent and
Assignment as entered by Purchaser and the Project Lender. 

- 26 -




     12.3 Events of Default of
Purchaser.

                
(a) Each of the following shall constitute an "Event of Default" of Purchaser
upon its occurrence, and no cure period shall be applicable:

                 (1)
Purchaser’s dissolution or liquidation; 

                 (2)
Purchaser’s assignment of any of its rights hereunder for the benefit of
creditors; 

                 (3)
Purchaser’s filing of a petition in bankruptcy or insolvency or for
reorganization or arrangement under the bankruptcy laws of the United States or
under any insolvency act of any state, or Purchaser’s voluntarily taking
advantage of any such law or act by answer or otherwise; 

                 (4) The
filing of a case as debtor in bankruptcy or any proceeding under any other
insolvency law against Purchaser as debtor that materially impacts Purchaser’s
ability to perform its obligations hereunder, if such filing has not been
dismissed within sixty (60) days of filing; 

                 (5)
Purchaser’s failure to establish and maintain any Purchaser’s Security required
in accordance with Article 10; and 

                 (6) Any
representation or warranty made by Purchaser in this Agreement that shall prove
to have been intentionally false or misleading when made, if such inaccuracy
results in a material adverse impact on Seller. 

                
(b) Each of the following shall constitute an “Event of Default” by Purchaser
upon the expiration of the specified cure period: 

                 (1)
Purchaser’s failure to make any payment due hereunder, other than a payment
disputed by Purchaser in good faith, if not cured within ten (10) days after the
date of written notice from Seller to Purchaser as provided for in Article 15;

                 (2) In
the event that Purchaser has been required to establish and maintain Purchaser’s
Security pursuant to the terms of this Agreement, and the Person providing the
Security instrument ceases to meet the definition of a Qualified Custodian,
Qualified Issuer or Qualified Guarantor, as the case may be, and Purchaser fails
to convert the Security instrument provided by such Person into a Security
instrument meeting the criteria set forth in Sections 10.2(a), 10.2(b), or
10.2(c) within three (3) Business Days; and 

- 27 -




                 (3) Any other
breach of this Agreement by Purchaser if not cured within thirty (30) days after
the date of written notice from Seller to Purchaser; provided that, if
such breach is not capable of being cured within such thirty (30) day period,
then Purchaser may submit a plan of correction to Seller specifying in
reasonable detail what steps Purchaser intends to take to cure the breach and a
timeline for such plan of correction. If a registered professional engineer, or
other consultant as appropriate, selected by Seller and approved by Purchaser
(with such approval not to be unreasonably denied), approves the plan of
correction as reasonable, the cure period for the breach will be extended for an
additional reasonable period of time, not to exceed one hundred fifty (150)
days, so long as Purchaser is exercising reasonable diligence in pursuing the
plan of correction to cure such breach. 

    12.4 Damages.


     Upon the occurrence of any event
specified in Section 12.1 whether or not such event is cured or gives rise to an
Event of Default, Purchaser shall have the right to recover any damages incurred
as a direct result of such event. Upon the occurrence of any event specified in
Section 12.3, whether or not such event is cured or gives rise to an Event of
Default, Seller shall have the right to recover any damages incurred as a direct
result of such event. Damages shall include the following, where applicable:


                
(a) If Seller makes any delivery of any of the Entire Exchange Resource Output
or of any of the Environmental Attributes to any Person other than Purchaser
without Purchaser’s prior consent, Purchaser shall be entitled to recover from
Seller the positive difference between the reasonable cost of replacing such
Entire Exchange Resource Output and Environmental Attributes and the applicable
Entire Exchange Resource Output Contract Rate and Environmental Attributes
Contract Rate, plus an amount equal to five thousand dollars ($5,000) for each
day in which such delivery continues, as liquidated damages to compensate
Purchaser for the administrative cost of replacing such Entire Exchange Resource
Output and Environmental Attributes. 

                
(b) If Purchaser fails or refuses to receive and pay for any of the Entire
Exchange Resource Output or Environmental Attributes as required under this
Agreement, Seller shall exercise reasonable, good-faith efforts to mitigate its
damages by selling such Entire Exchange Resource Output and Environmental
Attributes to other Persons during the period in which such failure to accept
delivery and make payment continues, and to recover from Purchaser the
applicable Entire Exchange Resource Output Contract Rate and Environmental
Attributes Contract Rate, less any revenue received from the sales to other
Persons, plus an amount equal to five thousand dollars ($5,000) for each day in
which such unexcused failure to accept delivery or the payment default
continues, as liquidated damages to compensate Seller for the administrative
cost of placing such Entire Exchange Resource Output and Environmental
Attributes with another Person. In addition, if Purchaser is the defaulting
Party, the damages recoverable by Seller hereunder on account of an Event of
Default of Purchaser shall include PTC Compensation Amount with respect to any loss of
Production Tax Credits resulting from Purchaser’s default. 

- 28 -




    12.5 Draw on Security to Pay
Damages.


     Upon the occurrence of an Event
of Default, the non-defaulting Party may send the defaulting Party an invoice
for such damages or other amounts as are due and payable to the non-defaulting
Party at such time from the other Party under this Agreement. Such invoice shall
be payable within three (3) Business Days of its receipt by the defaulting
Party. If the invoice has not been paid or appropriately disputed when due, the
invoicing Party may thereafter immediately and without further notice withdraw
funds from any Security maintained to secure the obligations of the other Party,
as needed to provide payment for such invoice. 

    12.6 Termination.


     Upon the occurrence of an Event
of Default that has not been cured within the applicable cure period, and for so
long as such Event of Default continues to occur, the non-defaulting Party shall
have the right to declare a date upon which this Agreement shall terminate.
Neither Party shall have the right to terminate this Agreement except as
provided for upon the occurrence of an Event of Default as described above or as
otherwise may be explicitly provided for in this Agreement. Upon the termination
of this Agreement under this Section 12.6, the non-defaulting Party shall be
entitled to receive, or to set off from any payments owing to the defaulting
Party, any money owing by the defaulting Party to the non-defaulting Party,
including any damages incurred by the non-defaulting Party in connection with
such Event of Default. 

    12.7 Bankruptcy.


     If the Event of Default specified
in Section 12.1(a)(3) or 12.3(a)(3) occurs and the non-defaulting Party has not
terminated this Agreement pursuant to Section 12.6, the defaulting Party agrees
that it shall, within thirty (30) days after written notice from the
non-defaulting Party directing that the bankrupt Party assume or reject this
Agreement, obtain entry of an order pursuant to 11 U.S.C. § 365 authorizing and
directing the defaulting Party to assume or reject this Agreement. 

     12.8 Specific
Performance.


     In addition to the other remedies
specified in this Article 12, in the event of an Event of Default of Seller,
Purchaser may elect to treat this Agreement as being in full force and effect
and Purchaser shall have the right to specific performance. If the breach by
Seller arises from a failure by a third party operating the Exchange Resource
pursuant to an operating agreement entered into with Seller, and Seller fails or
refuses to enforce its rights under the operating agreement that would result in
the cure, or partial cure, of the Event of Default, Purchaser’s right to
specific performance shall include the right to obtain an order compelling
Seller to enforce its rights under the operating agreement. Likewise, for any
breach of this Agreement by Purchaser, other than payment obligations, Seller
shall have the right to specific performance. 

- 29 -




    12.9 Remedies Cumulative.


     Each right or remedy of the
Parties provided for in this Agreement shall be cumulative of and shall be in
addition to every other right or remedy provided for in this Agreement, and the
exercise, or the beginning of the exercise, by a Party of any one or more or the
rights or remedies provided for herein shall not preclude the simultaneous or
later exercise by such Party of any or all other rights or remedies provided for
herein. 

    12.10 Waiver and Exclusion of Other
Damages.

     Except in the case of willful
misconduct by a Party, the Parties confirm that the express remedies and
measures of damages provided in this Agreement satisfy the essential purposes
hereof. If no remedy or measure of damages is expressly herein provided, the
obligor’s liability shall be limited to direct, actual damages only. NEITHER
PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR CONSEQUENTIAL, INCIDENTAL,
PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES, LOST PROFITS OR OTHER BUSINESS
INTERRUPTION DAMAGES BY STATUTE, IN TORT OR CONTRACT (EXCEPT TO THE EXTENT
EXPRESSLY PROVIDED HEREIN); PROVIDED, THAT IF EITHER PARTY IS HELD LIABLE TO A
THIRD PARTY FOR SUCH DAMAGES AND THE PARTY HELD LIABLE FOR SUCH DAMAGES IS
ENTITLED TO INDEMNIFICATION THEREFOR FROM THE OTHER PARTY HERETO, THE
INDEMNIFYING PARTY SHALL BE LIABLE FOR, AND OBLIGATED TO REIMBURSE THE
INDEMNIFIED PARTY FOR, SUCH DAMAGES. To the extent any damages required to be
paid hereunder are liquidated, the Parties acknowledge that the damages are
difficult or impossible to determine, that otherwise obtaining an adequate
remedy is inconvenient, and that the liquidated damages constitute a reasonable
approximation of the harm or loss. 

ARTICLE 13 
Representations, Warranties, and
Covenants

     13.1 Seller’s Representations and
Warranties. 

     Seller hereby represents, warrants, or
covenants, as applicable:

                
(a) Seller is a corporation duly organized and validly existing corporation
under the laws of the state in which it is incorporated and is qualified in each
other jurisdiction where the failure to so qualify would have a material adverse
effect upon the business or financial condition of Seller; and Seller has all
requisite power and authority to conduct its business, to own its properties,
and to execute, deliver, and perform its obligations under this Agreement. 

                
(b) The execution, delivery, and performance of its obligations under this
Agreement by Seller have been duly authorized by all necessary corporate action,
and do not and will not: 

- 30 -




                 (1)
require any consent or approval by any governing body of Seller, other than that
which has been obtained and is in full force and effect (evidence of which shall
be delivered to Purchaser upon its request); 

                 (2)
violate any provision of law, rule, regulation, order, writ, judgment,
injunction, decree, determination, or award currently in effect having
applicability to Seller or violate any provision in any formation documents of
Seller, the violation of which could have a material adverse effect on the
ability of Seller to perform its obligations under this Agreement; provided
that, as to performance, Seller must obtain and maintain certain governmental
permits and approvals and comply with any subsequently imposed legal
requirements related to performance; 

                 (3)
result in a breach or constitute a default under Seller’s formation documents or
bylaws, or under any agreement relating to the management or affairs of Seller
or any indenture or loan or credit agreement, or any other agreement, lease, or
instrument to which Seller is a party or by which Seller or its assets may be
bound or affected, the breach or default of which could reasonably be expected
to have a material adverse effect on the ability of Seller to perform its
obligations under this Agreement; or 

                 (4)
result in, or require the creation or imposition of, any mortgage, deed of
trust, pledge, lien, security interest, or other charge or encumbrance of any
nature (other than as may be contemplated by this Agreement) upon or with
respect to any of the assets of Seller now owned or hereafter acquired, the
creation or imposition of which could reasonably be expected to have a material
adverse effect on the ability of Seller to perform its obligations under this
Agreement. 

                
(c) This Agreement is a valid and binding obligation of Seller, subject to the
conditions precedent identified in Article 9. 

     The execution and performance of
this Agreement will not conflict with or constitute a breach or default under
any contract or agreement of any kind to which Seller is a party or any
judgment, order, statute, or regulation that is applicable to Seller or to the
Exchange Resource. 

     13.2 Purchaser’s Representations
and Warranties. 

     Purchaser hereby represents and
warrants as follows:

                
(a) Purchaser is a municipal utility organized and existing pursuant to the laws
of the State of Oregon and has all requisite power and authority to execute,
deliver, and perform its obligations under this Agreement. 

                
(b) The execution, delivery, and performance of its obligations under this
Agreement by Purchaser have been duly authorized by all necessary corporate
action, and do not and will not: 

- 31 -




                 (1)
require any additional consent or approval of Purchaser’s Commissioners, other
than that which has been obtained and is in full force and effect (evidence of
which shall be delivered to Seller upon its request); 

                 (2)
violate any provision of law, rule, regulation, order, writ, judgment,
injunction, decree, determination, or award currently in effect having
applicability to Purchaser or violate any provision of Purchaser’s Charter, the
violation of which could have a material adverse effect on the ability of
Purchaser to perform its obligations under this Agreement; 

                 (3)
result in a breach or constitute a default under Purchaser’s Charter, or under
any agreement relating to the management or affairs of Purchaser, or any
indenture or loan or credit agreement, or any other agreement, lease, or
instrument to which Purchaser is a party or by which Purchaser or its properties
or assets may be bound or affected, the breach or default of which could
reasonably be expected to have a material adverse effect on the ability of
Purchaser to perform its obligations under this Agreement; or 

                 (4)
result in, or require the creation or imposition of, any mortgage, deed of
trust, pledge, lien, security interest, or other charge or encumbrance of any
nature (other than as may be contemplated by this Agreement) upon or with
respect to any of the assets or properties of Purchaser now owned or hereafter
acquired, the creation or imposition of which could reasonably be expected to
have a material adverse effect on the ability of Purchaser to perform its
obligations under this Agreement. 

                
(c) This Agreement is a valid and binding obligation of Purchaser, subject to
the conditions precedent identified in Article 9. 

                
(d) The execution and performance of this Agreement will not conflict with or
constitute a breach or default under any contract or agreement of any kind to
which Purchaser is a party or any judgment, order, statute, or regulation that
is applicable to Purchaser. 

                
(e) All approvals, authorizations, consents, or other action required by any
Governmental Authority to authorize Purchaser’s execution, delivery and
performance of this Agreement have been duly obtained and are in full force and
effect. 

ARTICLE 14 
Assignment, Subcontracting, and
Financing           

     14.1 No Assignment Without
Consent.

                
(a) Except as permitted in this Article 14, neither Party shall assign this
Agreement or any portion thereof, without the prior written consent of the other
Party, which consent shall not be unreasonably withheld or delayed; provided (i)
at least thirty (30) days’ prior written notice of any such assignment shall be
given to the other Party; (ii) any assignee shall expressly assume the
assignor’s obligations hereunder, unless otherwise agreed to by the other Party, and no assignment,
whether or not consented to, shall relieve the assignor of its obligations
hereunder in the event the assignee fails to perform, unless the other Party
agrees in writing in advance to waive the assignor’s continuing obligations
pursuant to this Agreement; (iii) no such assignment shall impair any Security
given by Seller hereunder; and (iv) before the Agreement is assigned by Seller,
the assignee must first obtain such approvals as may be required by all
applicable Governmental Authorities. 

- 32 -




                
(b) Seller’s consent shall not be required for Purchaser to assign this
Agreement to an Affiliate of Purchaser, provided (i) no Event of Default with
respect to Purchaser has occurred and is then continuing, (ii) such Affiliate
assumes all of Purchaser’s obligations hereunder in writing, (iii) such
Affiliate’s creditworthiness is equal to or better than that of Purchaser as
reasonably determined by Seller, and (iv) no Event of Default or breach of
Purchaser’s obligations, representations or warranties hereunder would occur
after giving effect to such assignment. 

                
(c) Purchaser’s consent shall not be required:

                 (1) for
Seller or a Project Lender to assign this Agreement to an Affiliate of Seller,
provided (i) no Event of Default with respect to Seller has occurred and is then
continuing, (ii) such Affiliate assumes all of Seller’s obligations hereunder in
writing, (iii) such Affiliate’s creditworthiness is equal to or better than that
of Seller as reasonably determined by Purchaser, and (iv) no Event of Default or
breach of Seller’s obligations, representations or warranties hereunder would
occur after giving effect to such assignment; or 

                 (2) for
Seller to assign this agreement for collateral purposes to a Project Lender.
Seller shall notify Purchaser, pursuant to Section 15.1, of any such assignment
to the Project Lender no later than thirty (30) days after the assignment.

                
(d) The foregoing restrictions shall not prohibit Seller from selling limited
partnership interests, limited liability interests, or any other equity or
ownership interests to third parties. 

                
(e) Unless Purchaser agrees to waive the assignor’s continuing obligations
pursuant to this Agreement, no assignment of this Agreement or of the rights or
obligations by Seller will relieve Seller of liability for any breach by the
assignee or for any other failure by the assignee to perform its obligations
hereunder. 

     14.2 Accommodation of Project
Lender.


     Purchaser shall make reasonable
efforts to provide such consents to assignments, certifications,
representations, information or other documents as may be reasonably requested
by Seller or the Project Lender in connection with the financing of the Project,
which shall include providing Project Lender with the protections contained in
the form of Consent and Assignment attached hereto as Exhibit D; provided, that
in responding to any such request, Purchaser shall have no obligation to provide
any consent, or enter into any agreement (other than as provided in
the Consent and Assignment), that materially adversely affects any of
Purchaser’s rights, benefits, risks and/or obligations under this Agreement.
Seller shall reimburse, or shall cause the Project Lender to reimburse,
Purchaser for the incremental direct expenses (including the reasonable fees and
expenses of counsel) incurred by Purchaser in the preparation, negotiation,
execution and/or delivery of any documents requested by Seller or the Project
Lender, and provided by Purchaser, pursuant to this Section 14.2. 

- 33 -




     14.3 Notice of Project Lender
Action.


     Within ten (10) days following
Seller’s receipt of each written notice from the Project Lender of default, or
Project Lender’s intent to exercise any remedies, under the Financing Documents,
Seller shall deliver a copy of such notice to Purchaser. 

     14.4 Transfer Without Consent Is
Null and Void.

     Any purported sale, transfer, or
assignment of any interest in the Exchange Resource or in this Agreement made
without fulfilling the requirements of this Article 14 shall be null and void.


    14.5 Subcontracting.


     Seller may subcontract its duties
or obligations under this Agreement without the prior written consent of
Purchaser; provided, that no such subcontract shall relieve Seller of any of its
duties or obligations hereunder. 

ARTICLE 15 
Contract Administration and
Notices


     15.1 Written
Communications.


     Written communications and
invoices between the Parties shall be delivered in person, mailed, or
transmitted electronically to the addresses and to the attention of the
individual specified below. Either Party may change or supplement such address
by written notice to the other Party within thirty (30) days of any changes.


If to Purchaser:


Eugene Water & Electric
Board
500 East Fourth Avenue 
PO Box 10148 
Eugene, OR 97440 


For Contract Matters:



	 	Attn: 	Manager, Power Resources 
	 	  	Phone: 	(541) 484-2411 
	 	  	FAX: 	(541) 341-1889 


- 34 -




For Billing Matters: 

EWEB Power Management Invoicing

Attn: Mary Wilde 
Email: Mary.Wilde@eweb.eugene.or.us

FAX: (541) 684-4789 

If to Seller:

	 	U.S. Geothermal Inc. 
	 	1505 Tyrell Lane 
	 	Boise, ID 83706 
	 	Phone:   (208) 424-1027 
	 	FAX:      (208) 424-1030
  


For Contract Matters:


Attn: Daniel Kunz, President


For Billing Matters:



	 	Attn:    Kerry Hawkley, Chief Financial
      Officer 
	 	Email:   khawkley@usgeothermal.com
  


     15.2 Representative for
Notices. 

     Each Party shall maintain a
designated representative to receive notices. Either Party may, by written
notice to the other Party, change the representative or the address to which
such notices and communications are to be sent. 

     15.3 Authority of
Representatives.


     The Parties’ representatives
designated above shall have authority to act for its respective principals in
all technical matters relating to performance of this Agreement and to attempt
to resolve disputes or potential disputes. However, they, in their capacity as
representatives, shall not have the authority to amend or modify any provision
of this Agreement. 

     15.4 Operating Records.


     Seller and Purchaser shall each
keep complete and accurate records and all other data required by each of them
for the purposes of proper administration of this Agreement, including such
records as may be required by state or federal regulatory authorities and the
Transmission Operator in the prescribed format. 

- 35 -




     15.5 Billing and Payment
Records.


     To facilitate payment and
verification, Seller and Purchaser shall keep all books and records necessary
for billing and payments in accordance with the provisions of Article 8 and
grant the other Party reasonable access to those records. All records of Seller
pertaining to the operation of the Exchange Resource shall be maintained on the
premises of the Project or at such other location in the United States
designated in writing by Seller to Purchaser. 

     15.6 Examination of
Records.


     Seller and Purchaser may examine
the financial and operating records and data kept by the other Party relating to
transactions under and administration of this Agreement, at any time during the
period the records are required to be maintained, upon request and during normal
business hours. 

ARTICLE 16 
Dispute Resolution


     16.1 Negotiation to Settle
Disputes.


     In the event of any dispute,
controversy or claim arising under or relating to this Agreement (a "Dispute"),
within ten (10) days following the delivered date of a written request by either
Party, (i) each Party shall appoint a representative (individually, a "Party
Representative," together, the "Parties’ Representatives"), and (ii) the
Parties’ Representatives shall meet, negotiate and attempt in good faith to
resolve the Dispute quickly and informally. 

                
(a) If the Party Representatives are unable to resolve the Dispute within
fourteen (14) days (within five (5) days if a payment dispute), the matter shall
be referred within two (2) days of the lapse of such period to the Parties’
responsible officers for resolution. Neither Party shall seek resolution under
the other provisions of this Article 16 until both Parties’ responsible
officers, who shall be identified by each Party from time to time, have had at
least fourteen (14) days (seven (7) days if a payment dispute) to resolve the
dispute following referral of the dispute to such responsible officers. If the
Parties fail to settle the Dispute within such period (including a
failure to identify their respective responsible officers and make necessary
referrals within such period), then either Party may seek resolution of the
Dispute under the other provisions of this Article 16. 

                
(b) The Parties agree that no statements of position or offers of settlement
made in the course of the discussions between the Representatives or the
responsible officers shall be offered into evidence for any purpose in any
litigation or arbitration between the Parties, nor will any such statements or
offers of settlement be used in any manner against either Party in any such
litigation or arbitration. Further, no such statements or offers of settlement
shall constitute an admission or waiver of rights by either Party in connection
with any such litigation or arbitration. 

- 36 -




    16.2 Election of Arbitration.


     If the Parties are unable to
resolve the Dispute within thirty (30) days after commencement of negotiations
of the Parties’ Representatives, upon the demand of either Party the Dispute
shall be resolved by binding and mandatory arbitration in accordance with this
Article 16 and the then current Commercial Arbitration Rules (the "Procedures")
of the American Arbitration Association (the "AAA") (regardless of limits on
applicability set forth in Rule E-1 of the Procedures), as supplemented to the
extent necessary to determine any procedural appeal questions by the Federal
Arbitration Act (Title 9 of the United States Code). Specific provisions in this
Article 16 shall control over contrary provisions in the Procedures. 

     16.3 Selection of
Arbitrator.


     The Parties shall attempt jointly
to select a sole arbitrator (the "Arbitrator"). The Parties shall have ten (10)
days after the demand for arbitration to mutually agree upon the Arbitrator. If
the Parties cannot agree on a sole arbitrator, the AAA office in Portland,
Oregon shall appoint the Arbitrator in accordance with the Procedures, with due
regard to the input from the Parties. 

    16.4 Discovery.


     Each Party shall have the right
to conduct discovery to the extent reasonably necessary for it to be able to
present its case to the Arbitrator; provided that any disagreement between the
Parties as to what constitutes reasonable discovery shall be resolved by the
Arbitrator. 

    16.5 Conduct of Arbitration
Proceeding.


     The Arbitrator shall promptly
conduct telephonic hearings to issue prompt rulings on any discovery disputes.
Upon selection, the Arbitrator shall promptly establish a schedule for
submitting briefs and supporting documents. The Arbitrator shall hold an oral
hearing on the merits within sixty (60) days of being selected. If and to the
extent, but only to the extent, the arbitrated dispute involves payments of
amounts owed by either Party to the other Party, financial indemnity
obligations, or the amount of Purchaser’s Security requirements or Seller’s
Security requirements, each Party shall, in advance of the hearing, exchange and
submit to the Arbitrator their last best figure for the amount of such payment,
indemnity or Security. The power of the Arbitrator shall be limited to choosing
only one or the other of the figures submitted. The Arbitrator shall render a
final decision within thirty (30) days of the conclusion of oral hearing on the
merits. Each Party shall bear one-half of the costs of arbitration, and each
Party shall bear its own attorneys’ fees and costs. The place of arbitration
shall be Portland, Oregon. 

     16.6 Arbitrator’s
Award.


     The award rendered by the
Arbitrator shall be final and binding and shall be the sole and exclusive remedy
between the Parties regarding the Dispute in question. The award may be enforced in accordance with the terms of this
Agreement by any court having jurisdiction thereof. The Arbitrator, as
applicable, may not grant or award consequential, incidental, punitive,
exemplary, treble or indirect damages. 

- 37 -




    16.7 Right to Seek Preliminary Judicial
Relief.

     Nothing in this Article 16 shall
preclude, or be construed to preclude, the resort by either Party to a court of
competent jurisdiction solely for the purposes of securing a temporary or
preliminary injunction to preserve the status quo or avoid irreparable harm
pending arbitration pursuant to this Article 16. 

ARTICLE 17 
Miscellaneous Provisions


     17.1 Waiver.


     Except where expressly provided
herein, the failure of either Party to enforce or insist upon compliance with or
strict performance of any of the terms or conditions of this Agreement, or to
take advantage of any of its rights thereunder, shall not constitute a waiver or
relinquishment of any such terms, conditions, or rights, but the same shall be
and remain at all times in full force and effect. No provision of this Agreement
shall be waived except in a writing signed by the waiving Party. 

      17.2 Taxes.

                
(a) Seller shall be solely responsible for any and all present or future taxes
relating to the construction, equipment procurement, ownership or leasing,
operation or maintenance of the Exchange Resource, or any components or
appurtenances thereof, and all ad valorem and other taxes attributable to the
Exchange Resource, land, land rights or interests in land for the Exchange
Resource. Purchaser shall be solely responsible for any and all present or
future taxes (other than taxes on Seller’s net income) incurred by reason of the
sale, purchase, delivery or receipt of the Entire Exchange Resource Output and
Environmental Attributes by Purchaser, or incurred at and after the delivery of
the Entire Exchange Resource Output to the Point of Delivery. 

                
(b) The Parties shall cooperate to minimize tax exposure; however, neither Party
shall be obligated to incur any financial burden to reduce taxes for which the
other Party is responsible hereunder. All of the Entire Exchange Resource Output
delivered by Seller to Purchaser hereunder shall be sales for resale, with
Purchaser reselling such Entire Exchange Resource Output. Purchaser shall obtain
and provide Seller with any certificates required by any Governmental Authority,
or otherwise reasonably requested by Seller to evidence that the deliveries of
the Entire Exchange Resource Output hereunder are sales for resale. 

- 38 -





     17.3 Rate Changes.

                
(a) The terms and conditions and the rates for service specified in this
Agreement shall remain in effect for the Term of the transaction described
herein. Absent the Parties’ written agreement, this Agreement shall not be
subject to change by application of either Party pursuant to Section 205 or 206
of the Federal Power Act. 

                
(b) Absent the agreement of all Parties to the proposed change, the standard of
review for changes to this Agreement, whether proposed by a Party, a non-party,
or the FERC acting sua sponte, shall be the "public interest" standard of review
set forth in United Gas Pipe Line v. Mobile Gas Service Corp., 350 U.S.
332 (1956) and Federal Power Commission v. Sierra Pacific Power Co., 350
U.S. 348 (1956), or such other standard of review permissible to preserve the
intent of the Parties pursuant to this Section 17.3 to uphold the sanctity of
contracts without modification. 

                
(c) Notwithstanding the forgoing, Purchaser is a non-jurisdictional entity
pursuant to Section 201(f) of the Federal Power Act. Nothing contained herein
shall be construed so as to confer upon the FERC jurisdiction over Purchaser
where such jurisdiction would not otherwise exist. 

     17.4 Disclaimer of Third-Party
Beneficiary Rights.

     In executing this Agreement,
Purchaser does not, nor should it be construed to, extend its credit or
financial support for the benefit of any third parties lending money to or
having other transactions with Seller. Other than as expressly provided herein
with respect to the Project Lenders, nothing in this Agreement shall be
construed to create any duty to, or standard of care with reference to, or any
liability to, any Person not a party to this Agreement. 

    17.5 Relationship of the
Parties.

                
(a) This Agreement shall not be interpreted to create an association, joint
venture, or partnership between the Parties nor to impose any partnership
obligation or liability upon either Party. Neither Party shall have any right,
power, or authority to enter into any agreement or undertaking for, or act on
behalf of, or act as an agent or representative of, the other Party. 

                
(b) Seller shall be solely liable for the payment of all wages, taxes, and other
costs related to the employment of Persons to perform Seller’s services,
including all federal, state, and local income, social security, payroll, and
employment taxes and statutorily mandated workers’ compensation coverage. None
of the Persons employed by Seller shall be considered employees of Purchaser for
any purpose, nor shall any person employed by Seller represent to any other
Person that he or she is or shall become a Purchaser employee. 

- 39 -




    17.6 Survival of Obligations.


     Cancellation, expiration, or
earlier termination of this Agreement shall not relieve the Parties of
obligations that by their nature should survive such cancellation, expiration,
or termination, including, but not limited to, those rights of Purchaser
described in Section 9.5(b) . 

    17.7 Severability.


     In the event any of the terms,
covenants, or conditions of this Agreement and its Exhibits, or the application
of any such terms, covenants, or conditions, shall be held invalid, illegal, or
unenforceable by any court or administrative body having jurisdiction, all other
terms, covenants, and conditions of the Agreement and their application not
adversely affected thereby shall remain in force and effect; provided,
however, that Purchaser and Seller shall negotiate in good faith to attempt to
implement an equitable adjustment in the provisions of this Agreement with a
view toward effecting the purposes of this Agreement by replacing the provision
that is held invalid, illegal, or unenforceable with a valid provision the
economic effect of which comes as close as possible to that of the provision
that has been found to be invalid, illegal or unenforceable. 

    17.8 Complete Agreement;
Amendments.


     The terms and provisions
contained in this Agreement and in the Exchange Agreement constitute the entire
agreement between Purchaser and Seller with respect to the subject matter hereof
and shall supersede all previous communications, representations, or agreements,
either verbal or written, between Purchaser and Seller with respect to the sale
of Entire Exchange Resource Output or the Environmental Attributes. This
Agreement may be amended, changed, modified, or altered, provided that such
amendment, change, modification, or alteration shall be in writing and signed by
both Parties hereto. 

     17.9 Binding Effect.


     This Agreement, as it may be
amended from time to time pursuant to this Article 17, shall be binding upon and
inure to the benefit of the Parties hereto and their respective
successors-in-interest, legal representatives, and assigns permitted hereunder.


    17.10 Headings.


     Captions and headings used in
this Agreement are for ease of reference only and do not constitute a part of
this Agreement. 

     17.11 Counterparts.


     This Agreement may be executed in
any number of counterparts, and each executed counterpart shall have the same
force and effect as an original instrument. 

- 40 -




     17.12 Governing Law.


     The interpretation and
performance of this Agreement and each of its provisions shall be governed and
construed in accordance with the laws of the State of Oregon without regard to
its conflicts of laws provisions. 

      17.13
Confidentiality.


     The pricing terms of this
Agreement and any other sensitive business, commercial or financial information
provided by either Party to the other Party pursuant to this Agreement and
labeled "CONFIDENTIAL" will be utilized by the receiving Party solely in
connection with the purposes of this Agreement and, to the extent allowed by
law, will not be disclosed by the receiving Party to any third party, except
with the providing Party’s consent, and upon request of the providing Party will
be returned thereto, except that the receiving Party will not be obligated to
return any such information contained in documents generated by the receiving
Party that (1) reflect or refer to confidential information provided by the
disclosing Party; and (2) are stored electronically for archival purposes only
by the receiving Party. With respect to any such retained electronically stored
confidential information, the receiving Party will continue to comply with the
obligations of this Section 17.13. Notwithstanding anything herein to the
contrary, the Parties acknowledge and agree that confidential information of the
other Party may be disclosed to actual and prospective Project Lenders and other
third parties as and solely to the extent necessary for Purchaser and Seller to
finance and perform their obligations under this Agreement and the Financing
Documents, and to actual and prospective purchasers of direct or indirect equity
interests of Seller. To the extent that such disclosures are necessary, the
Parties also agree that they will in disclosing the confidential information of
the other Party seek to preserve the confidentiality of such disclosures, by
requiring a party receiving confidential information to be bound by the terms of
this Agreement applicable to such confidential information. This provision will
not prevent either Party from providing the confidential information of the
other Party to any Governmental Authority as required for obtaining any
regulatory approval or making any filing contemplated by this Agreement, or as
otherwise required by a Governmental Authority; provided that each Party agrees
to cooperate with the other to maintain the confidentiality of the provisions of
this Agreement by requesting confidential treatment with all filings to the
extent appropriate and permitted by applicable law. Notwithstanding anything
herein to the contrary, the Parties further acknowledge and agree that Purchaser
is a governmental entity that is subject to the public records laws of the State
of Oregon. If feasible, the disclosing Party will give prior written notice to
the other Party of such demand for disclosure and will use all lawful and
reasonable efforts to oppose or resist the requested disclosure, as appropriate
under the circumstances, or to otherwise make such disclosure pursuant to a
protective order or other similar arrangement for confidentiality. Without
limiting the foregoing, the pricing terms of this Agreement shall be considered
the confidential information of both Seller and of Purchaser. 

- 41 -




    17.14 Force Majeure.


     Neither Party shall be
responsible or liable for any delay or failure in its performance under this
Agreement, nor shall any delay, failure, or other occurrence or event become an
Event of Default, to the extent such delay, failure, occurrence or event is
caused by conditions or events of Force Majeure, provided that: 

                
(a) the non-performing Party gives the other Party prompt written notice
describing the particulars of the occurrence of the Force Majeure; 

                
(b) the suspension of performance is of no greater scope and of no longer
duration than is required by the Force Majeure; 

                
(c) the non-performing Party proceeds with reasonable diligence to remedy its
inability to perform and provides weekly progress reports to the other Party
describing actions taken to end the Force Majeure; and 

                
(d) when the non-performing Party is able to resume performance of its
obligations under this Agreement, that Party shall give the other Party written
notice to that effect. 

Failure of a Party to comply with provisions (a) through (d) of
this Section 17.14 shall create liability of such Party only to the extent the
other Party was damaged by such failure. Except as otherwise expressly provided
for in this Agreement, the existence of a condition or event of Force Majeure
shall not relieve the Parties of their obligations under this Agreement to the
extent that performance of such obligations is not precluded by the condition or
event of Force Majeure. 

     17.15 Forward Contract.


     This Agreement constitutes a
"forward contract" within the meaning of the United States Bankruptcy Code, and
Purchaser and Seller are "forward contract merchants" within the meaning of the
United States Bankruptcy Code. Purchaser further agrees that Seller is not a
“utility” as such term is used in 11 U.S.C. § 366, and Purchaser agrees not to
assert the applicability of the provisions of 11 U.S.C. § 366 in any bankruptcy
proceeding where Seller is a debtor. In any such proceeding, Purchaser further
waives the right to assert that Seller is a provider of last resort to the
extent such term relates to 11 U.S.C. § 366 or another provision of 11 U.S.C.
§§101-1532. 

- 42 -









IN WITNESS WHEREOF, the Parties have executed this Agreement.


	 	Seller:   	 
	 	 
	 	U.S. Geothermal, Inc.  
	 	 	 
	 	By:        	 
	 	 	 
	 	Name:        	 
	 	 	 
	 	Title:   	 
	 	 	 
	 	Purchaser:  	 
	 	 
	 	Eugene Water & Electric Board  
	 	 	 
	 	By:        	 
	 	 	 
	 	Name:        	 
	 	 	 
	 	Title:  	 


- 43 - 




EXHIBIT A 
EXCHANGE RESOURCE


     The Exchange Resource is the Raft
River Geothermal Power Plant, Unit 2 (“RRGPP-2”). The RRGPP-2 is expected to be
an Ormat OECTM water-cooled or air-cooled, closed-loop, Rankine-cycle geothermal
power plant using pentane as the working fluid. The Exchange Resource is
expected to include two Ormat turbines comprising one HP (high pressure) and one
LP (low pressure) turbine coupled to a single generator with a gross nameplate
rating of approximately 18 MW, and a generator voltage of 12.47 kV. Each turbine
is expected to discharge to either a two-shell water-cooled condenser or a
multitube air-cooled condenser and is expected to be fed by a two-shell
vaporizer with a two-shell pre-heater and two feed pumps using geothermal fluid
as the heat source. The HP turbine is expected to have a
desuperheater/economizer between the turbine and the condenser. Cooling water,
if used, is likely to be supplied by two circulating water pumps in the basin of
a four-cell counterflow cooling tower. Power will be delivered to RREC on the
high side of the 34.5 kV step-up transformer after station use through the
Metering Point. The Exchange Resource will be protected by a fire water system
comprising fire water pumps, pipes, monitors, and so on. Geothermal fluid will
be delivered to the facility from three or more geothermal production wells.
Residual geothermal fluid will be reinjected via three or more injection wells.


     The Exchange Resource may be
located in Section 23, Township 15 South, Range 26 East, Cassia County, Idaho.


     An updated description of the
Exchange Resource shall be provided as a revised Exhibit A when Seller provides
notification to Purchaser of the issuance of a notice to proceed with
construction of the Exchange Resource. 

- 44 -




EXHIBIT B 
EXCHANGE RESOURCE CONTRACT RATE, AND

ENVIRONMENTAL ATTRIBUTES CONTRACT RATE 

A. Exchange Resource Contract Rate for Net Energy at the
Point of Delivery 

There shall be two pricing components to the Exchange Resource
Contract Rate (ERCR), a Fixed Escalation Component and a Variable Escalation
Component. Each of these two pricing components shall be based on a 2009 ERCR of
fifty-five dollars and fourteen cents ($55.14) per MWh, which shall be adjusted
for each subsequent calendar year as provided in the following formula, without
regard to whether COD occurs in 2009 or in a later year: 

ERCR = Fixed Escalation Component
+ Variable Escalation Component 

	 	1) 	
      Fixed Escalation Component: The Fixed Escalation
      Component of the ERCR shall be determined as
follows:



For the calendar year in which the COD occurs (“YCOD”) and for
the next thirteen (13) calendar years thereafter, the Fixed Escalation Component
Price of the ERCR shall be seventy-five percent (75%) of the 2009 Contract Rate,
escalated at two and three tenths percent (2.3%) per year for each calendar year
after 2009. Mathematically, the Fixed Escalation Component of the ERCR for any
calendar year, 20XX, is represented by: 

Fixed Escalation Component of the
ERCR = 75% * $55.14 * (1.023 [20XX –
2009]) 

b. For the 14th full
calendar year after the calendar year in which the COD occurred, the Fixed
Escalation Component Price of the ERCR shall escalate at seven tenths of a
percent (0.7%) from the Fixed Escalation Component of the ERCR of the
13th full calendar year. Each calendar year thereafter, the Fixed
Escalation Component of the ERCR shall escalate at the same seven tenths of a
percent (0.7%) per year over the previous rate. Mathematically, the Fixed
Escalation Component of the ERCR for any calendar year (20YY) beginning with the
fourteenth (14th) full calendar year after COD is represented by:


Fixed Escalation Component of the
ERCR =75% x $55.14 x (1.023 [YCOD – 2009 +
13] x [1.007 [20YY – 13 –
YCOD]) 

		c. Table Ex-B-1 summarizes the Fixed Escalation Component
      of the ERCR. 


- 45 - 





	 	2) 	
      Variable Escalation Component: The Variable
      Escalation Component of the ERCR for net energy delivered shall be
      determined as follows for each year of the Term:

	 	 	 	 
	 		a. The Variable Escalation Component of the ERCR
      shall be twenty-five percent (25%) of the 2009 Contract Rate multiplied by
      the Escalation Index (“EI”) for the current calendar year (20ZZ).
      Mathematically, the first-year Variable Escalation Component of the ERCR
      is represented by:


Variable Escalation Component
Price =25% * $55.14 *
EI20ZZ



	 	3) 	
      Calculation of Escalation Index: The Escalation
      Index shall use the Consumer Price Index. The Consumer Price Index
      Category/Subcategory is:




	 		
      1. U.S. All Cities 
2. All Items 
3. Index
      reference: 1967=100
4. Identifying number: CUUR0000AA0 
5. On
      1/23/08, the index was available at 
http://data.bls.gov/cgi-bin/surveymost?cu




a. The EI for each calendar year shall
be the Consumer Price Index for September of the preceding year, divided by the
Consumer Price Index for September 2008. 

c. If (a) the method of calculating
the Consumer Price Index is changed or (b) the Consumer Price Index is
abandoned, the Parties shall provide for a substitute or adjusted EI, as needed
to restore the measure of escalation provided for use in the Variable Escalation
Component Price. 

An illustrative EI calculation is set out in Table Ex-B-4. 

B. Contract Rate for Environmental Attributes for Net Energy
at the Point of Delivery 

The Environmental Attributes Contract Rate for net energy
delivered to the Point of Delivery shall be as follows: 

	 	1) 	
      First Five Years: For the period beginning at 0000
      hours on the Commercial Operation Date and ending at 2400 hours on the
      fifth (5th ) anniversary of the Commercial Operation Date, the
      Environmental Attributes Contract Rate for each MWh of net energy
      delivered to the Point of Delivery shall be six dollars and fifty cents
      ($6.50) per MWh.



- 46 -





	 	2) 	Remainder of the Term: For the period
      starting at 0000 hours on the fifth (5th ) anniversary of the Commercial Operation Date
      the Environmental Attributes Contract Rate for each MWh of net energy
      delivered to the Point of Delivery shall be based on a price of two dollars and
      sixty cents ($2.60) per MWh for calendar year 2015, escalated at four percent
      (4%) per annum for each calendar year beyond 2015. The price change
      shall be effective at 0000 hours on January 1 of each year. The
      Environmental Attributes Contract Rate specified in part 1) above for the first
      five years shall continue to be charged until the fifth (5th )
      anniversary of the Commercial Operation Date, even if such anniversary does not occur until
      after 2015. 
	 	  	  
	 	3) 	Price Table for Environmental
      Attributes: 


The Environmental Attributes Contract Rate for each year of the
Term shall be as provided in Tables Ex-B-2 and Ex-B-3. 

- 47 -




Table Ex-B-1: Fixed Component of Exchange Resource ContractRate 
	 	Column A 	= 	Contract Event or Full Calendar Year 
	 	Column B 	= 	Escalation Rate for the Year 
	 	Column C 	= 	Fixed Escalation Component of the Exchange
      Resource Contract Rate 



      	Year 	A 	B 	C 	A 	B 	C 	A 	B 	C 	A 	B 	C 	A 	B 	C 
	 	For COD in 2009 	For COD in 2010 	For COD in 2011 	For COD in 2012 	For COD in 2013 
	 2009 	COD 	 	$41.36 	 	 	 	 	 	 	 	 	 	 	 	 
	 2010 	1 	2.3% 	$42.31 	COD 	 	$42.31 	 	 	 	 	 	 	 	 	 
	 2011 	2 	2.3% 	$43.28 	1 	2.3% 	$43.28 	COD 	 	$43.28 	 	 	 	 	 	 
	 2012 	3 	2.3% 	$44.27 	2 	2.3% 	$44.27 	1 	2.3% 	$44.27 	COD 	 	$44.27 	 	 	 
	 2013 	4 	2.3% 	$45.29 	3 	2.3% 	$45.29 	2 	2.3% 	$45.29 	1 	2.3% 	$45.29 	COD 	 	$45.29 
	 2014 	5 	2.3% 	$46.33 	4 	2.3% 	$46.33 	3 	2.3% 	$46.33 	2 	2.3% 	$46.33 	1 	2.3% 	$46.33 
	 2015 	6 	2.3% 	$47.40 	5 	2.3% 	$47.40 	4 	2.3% 	$47.40 	3 	2.3% 	$47.40 	2 	2.3% 	$47.40 
	 2016 	7 	2.3% 	$48.49 	6 	2.3% 	$48.49 	5 	2.3% 	$48.49 	4 	2.3% 	$48.49 	3 	2.3% 	$48.49 
	 2017 	8 	2.3% 	$49.61 	7 	2.3% 	$49.61 	6 	2.3% 	$49.61 	5 	2.3% 	$49.61 	4 	2.3% 	$49.61 
	 2018 	9 	2.3% 	$50.75 	8 	2.3% 	$50.75 	7 	2.3% 	$50.75 	6 	2.3% 	$50.75 	5 	2.3% 	$50.75 
	 2019 	10 	2.3% 	$51.91 	9 	2.3% 	$51.91 	8 	2.3% 	$51.91 	7 	2.3% 	$51.91 	6 	2.3% 	$51.91 
	 2020 	11 	2.3% 	$53.11 	10 	2.3% 	$53.11 	9 	2.3% 	$53.11 	8 	2.3% 	$53.11 	7 	2.3% 	$53.11 
	 2021 	12 	2.3% 	$54.33 	11 	2.3% 	$54.33 	10 	2.3% 	$54.33 	9 	2.3% 	$54.33 	8 	2.3% 	$54.33 
	 2022 	13 	2.3% 	$55.58 	12 	2.3% 	$55.58 	11 	2.3% 	$55.58 	10 	2.3% 	$55.58 	9 	2.3% 	$55.58 
	 2023 	14 	0.7% 	$55.97 	13 	2.3% 	$56.86 	12 	2.3% 	$56.86 	11 	2.3% 	$56.86 	10 	2.3% 	$56.86 
	 2024 	15 	0.7% 	$56.36 	14 	0.7% 	$57.26 	13 	2.3% 	$58.17 	12 	2.3% 	$58.17 	11 	2.3% 	$58.17 
	 2025 	16 	0.7% 	$56.75 	15 	0.7% 	$57.66 	14 	0.7% 	$58.57 	13 	2.3% 	$59.50 	12 	2.3% 	$59.50 
	 2026 	17 	0.7% 	$57.15 	16 	0.7% 	$58.06 	15 	0.7% 	$58.98 	14 	0.7% 	$59.92 	13 	2.3% 	$60.87 
	 2027 	18 	0.7% 	$57.55 	17 	0.7% 	$58.47 	16 	0.7% 	$59.40 	15 	0.7% 	$60.34 	14 	0.7% 	$61.30 
	 2028 	19 	0.7% 	$57.95 	18 	0.7% 	$58.88 	17 	0.7% 	$59.81 	16 	0.7% 	$60.76 	15 	0.7% 	$61.73 
	 2029 	20 	0.7% 	$58.36 	19 	0.7% 	$59.29 	18 	0.7% 	$60.23 	17 	0.7% 	$61.19 	16 	0.7% 	$62.16 
	 2030 	21 	0.7% 	$58.77 	20 	0.7% 	$59.70 	19 	0.7% 	$60.65 	18 	0.7% 	$61.61 	17 	0.7% 	$62.59 
	 2031 	22 	0.7% 	$59.18 	21 	0.7% 	$60.12 	20 	0.7% 	$61.08 	19 	0.7% 	$62.05 	18 	0.7% 	$63.03 
	 2032 	23 	0.7% 	$59.59 	22 	0.7% 	$60.54 	21 	0.7% 	$61.50 	20 	0.7% 	$62.48 	19 	0.7% 	$63.47 
	 2033 	24 	0.7% 	$60.01 	23 	0.7% 	$60.97 	22 	0.7% 	$61.93 	21 	0.7% 	$62.92 	20 	0.7% 	$63.92 
	 2034 	Term 	0.7% 	$60.43 	24 	0.7% 	$61.39 	23 	0.7% 	$62.37 	22 	0.7% 	$63.36 	21 	0.7% 	$64.36 
	 2035 	 	 	 	Term 	0.7% 	$61.82 	24 	0.7% 	$62.80 	23 	0.7% 	$63.80 	22 	0.7% 	$64.82 
	 2036 	 	 	 	 	 	 	Term 	0.7% 	$63.24 	24 	0.7% 	$64.25 	23 	0.7% 	$65.27 
	 2037 	 	 	 	 	 	 	 	 	 	Term 	0.7% 	$64.70 	24 	0.7% 	$65.73 
	 2038 	 	 	 	 	 	 	 	 	 	 	 	 	Term 	0.7% 	$66.19 


      Table Ex-B-1 may be extended, using the same escalation rates,
as required. 

- 48 - 





Table Ex-B-2: Environmental Attributes Contract
Rate


	Contract
      Period 	Environmental Attributes Price 
	For first 5 Years after COD 	$6.50 

	From 5th anniversary of COD to Term 	Look up in Table Ex-B-3



Table Ex-B-3: Calendar Year vs. Environmental Attributes

Contract Rate Cross-Reference 

(For all Environmental Attributes delivered after the 5th
anniversary of the COD)

	Calendar 

    Year 	Contract
      

    Rate 	 	Calendar
      

    Year 	Contract
      

    Rate 	 	Calendar
      

    Year 	Contract
      

  Rate 
	2015 	$2.60 	 	2025 	$3.85 	 	2035 	$5.70 
	2016 	$2.70 	 	2026 	$4.00 	 	2036 	$5.92 
	2017 	$2.81 	 	2027 	$4.16 	 	2037 	$6.16 
	2018 	$2.92 	 	2028 	$4.33 	 	2038 	$6.41 
	2019 	$3.04 	 	2029 	$4.50 	 	2039 	$6.66 
	2020 	$3.16 	 	2030 	$4.68 	 	2040 	$6.93 
	2021 	$3.29 	 	2031 	$4.87 	 	2041 	$7.21 
	2022 	$3.42 	 	2032 	$5.06 	 	2042 	$7.50 
	2023 	$3.56 	 	2033 	$5.27 	 	2043 	$7.80 
	2024 	$3.70 	 	2034 	$5.48 	 	2044 	$8.11 


Table Ex-B-3 may be extended, using the same escalation rate,
as required.

- 49 -




Table Ex-B-4: Example Variable Escalation Index
Calculation 


  	 	 	Hypothetical values 	 	 
	 	Index Component 	in 2009 	in year 20ZZ 	New EI 	 
	 	CPI, Index # CUUR0000AA0 	640 	663.2 	1.036 	 
	 	 	 	 	 	 
	 	"a" = 	EI for year 20ZZ = 	1.036 	 
	 	 	 	 	 	 
	 	"b" = 	2009 Price (per contract) = 	$55.14 	 
	 	 		 	 	 
	 	"c" = 	Amount
        subject to variable escalation index =  	25% 	 
	 	 		 	 	 
	 	"d" = 	Variable
        Escalation Component in year 20ZZ =  	$14.28 	 
	 	 	(calculated as "d" = "a" * "b" *
        "c") 	 	 
	 	 	 	 	 



- 50 - 




EXHIBIT C 
INSURANCE COVERAGE REQUIREMENTS

During the Term of this Agreement, Seller shall secure and
continuously carry the following insurance coverage: 

                
(a) Workers’ compensation insurance for all its employees engaged in work under
this Agreement in accordance with statutory requirements. 

                
(b) Comprehensive general liability insurance (including coverage for bodily
injury and death, property damage, independent contractors, products and
completed operations) with limits equal to one million dollars ($1,000,000),
each occurrence, combined single limit. The deductible for such insurance shall
be consistent with current insurance industry utility practices for similar
property. 

                
(c) Excess/umbrella liability insurance with limits not less than five million
dollars ($5,000,000). 

                
(d) If the Seller, in its sole discretion, elects to obtain boiler and machinery
insurance, property insurance or business interruption insurance, the coverages
and deductible shall be additionally declared on the annual insurance
certification as required in Section 11.1. 

All of the insurance coverages specified in this Exhibit C
shall be placed with insurance companies with an A.M. Best rating of A- or
better. 

- 51 -




EXHIBIT D 
CONSENT AND ASSIGNMENT TERMS


CONSENT AND AGREEMENT


     This CONSENT AND AGREEMENT (this
"Consent") is entered into as of __________, _____, among _________, a
_________("Purchaser"), and _________, a _________("Assignor"),
for the benefit of _________, in its capacity as security agent for the Secured
Parties described in the Security Agreement referred to below (in such capacity,
"Agent"). 

R E C I T A L S


     WHEREAS, Assignor has entered
into that certain Financing Agreement, dated as of ___________, ____, among
Assignor, Agent and the Lenders from time to time parties thereto (collectively,
the "Lenders") (as amended, modified and supplemented from time to time,
the "Financing Agreement"); 

     WHEREAS, Assignor and Purchaser
entered into that certain Power Purchase Agreement, dated as of __________, ____
(as amended, modified, and supplemented from time to time in accordance with the
terms hereof, the "Power Purchase Agreement"); 

    WHEREAS, as security for all
obligations of the Assignor under the Financing Agreement pursuant to that
certain Security Agreement, dated as of ___________, ____ (as amended, modified
and supplemented from time to time, the "Security Agreement"), Assignor
has granted to the Agent, for the benefit of the Agent and the secured parties
under the Financing Documents (the "Secured Parties"), a first-priority
security interest in all of Assignor’s right, title and interest in, to, and
under the Power Purchase Agreement (such rights, the "Assigned Rights");
and 

     WHEREAS, it is a requirement of
the Financing Agreement that Purchaser has executed this Consent. 

AGREEMENT


     NOW, THEREFORE, for good and
valuable consideration, the receipt of which is hereby acknowledged, the parties
hereto agree as follows: 

                
1. Definitions. Unless otherwise defined herein, capitalized terms used
in this Consent have the meanings ascribed to them in the Power Purchase
Agreement. In addition, the following terms have the meanings set forth below
with respect to each term: 

- 52 - 




       "Secured Obligations"
means, collectively: all obligations and liabilities of Assignor with respect to
(a) the principal of and interest on all loans made under theFinancing Agreement; (b) all other amounts due and to become
due to the Agent, the Lenders, or any other financing parties, whether those
amounts are due or to become due under the Financing Documents or any other
document contemplated thereby, including, without limitation, the expenses,
indemnities, and interest that would accrue on any of the foregoing; and (c) the
performance and observance of all of the covenants and agreements made by
Assignor under and in connection with the Financing Documents. 

	 	2. 	
      Consent Assigment.



                
(a) Purchaser hereby consents to the assignment (pursuant to the Security
Agreement) by Assignor to the Agent for the benefit of the Secured Parties of
the Assigned Rights as collateral security for the performance of the Secured
Obligations (the "Assignment"), and agrees that the Agent (and the other
Secured Parties) is not, and does not become, liable for the performance or
observance of any of the obligations or duties of Assignor under the Power
Purchase Agreement, and that the Agent (nor the other Secured Parties) is not,
and does not become, liable to perform or observe any obligations or duties
owing to Purchaser, in either case solely by reason of the Assignment, except as
otherwise expressly provided in this Consent; 

                
(b) Each of Assignor and Purchaser hereby agrees that, upon Purchaser’s receipt
of a written notice from the Agent of an event of default under the Financing
Agreement (an "Event of Default"), the Agent has the right to make all
demands that Assignor is entitled to make, give all notices that Assignor is
entitled to give, take all actions that Assignor is entitled to take, and
exercise all other rights of Assignor under the Power Purchase Agreement; and


                
(c) Purchaser acknowledges and agrees that it shall not consent to any further
assignment, transfer, pledge or hypothecation of the Assigned Rights by Assignor
without the prior written consent of the Agent. 

	 	3. 	
      Representations and Warranties.



                
(a) Assignor hereby represents and warrants to the Purchaser that (A) Assignor
has the full power and authority (1) to execute, deliver, and perform this
Consent, (2) to carry out the transactions contemplated hereby, and (3) to carry
on its business as presently conducted; (B) the execution and delivery of this
Consent by Assignor and the carrying out by Assignor of the transactions
contemplated hereby have been duly authorized by all requisite corporate action;
(C) this Consent has been duly executed and delivered by Assignor and
constitutes the legal, valid, and binding obligation of Assignor, enforceable
against it in accordance with the terms hereof, subject, as to enforceability,
to limitations imposed by bankruptcy, insolvency, reorganization, moratorium,
and other similar laws relating to or affecting the enforcement of creditors’
rights generally and to general principles of equity; (D) all authorizations,
consents, approvals, or orders of, notices, reports or applications to, or
registrations, qualifications, declarations, or filings with, any governmental
authority, required for the execution, delivery, and performance by Assignor of
this Consent or the carrying out by Assignor of the transactions contemplated
hereby, have been obtained and are in full force and effect; and (E) none of (1)
the execution, delivery, and performance by Assignor of this Consent, (2) the
compliance with the terms and provisions hereof, and (3) the carrying out of the
transactions contemplated hereby, conflicts with, or results in a breach or
violation of any of, the terms, conditions, or provisions of any applicable law,
governmental rule, protocol, or regulation, any applicable order, writ,
injunction, judgment, or decree of any court or governmental authority against
Assignor or by which it or any of its properties is bound, or conflicts or will
conflict with or results in a breach or violation of any of the terms,
conditions or provisions of any material loan agreement, indenture, mortgage,
bond, note, resolution, contract, the organizational documents, as amended, of
Assignor or other agreement or instrument to which Assignor is a party or by
which it or any of its properties is bound. 

- 53 -





                
(b) Purchaser hereby represents and warrants to the Agent, for the benefit of
the Secured Parties, and the Assignor that (A) Purchaser has the full power and
authority (1) to execute, deliver, and perform this Consent, (2) to carry out
the transactions contemplated hereby, and (3) to carry on its business as
presently conducted; (B) the execution and delivery of this Consent by Purchaser
and the carrying out by Purchaser of the transactions contemplated hereby have
been duly authorized by all requisite municipal action; (C) this Consent has
been duly executed and delivered by Purchaser and constitutes the legal, valid,
and binding obligation of Purchaser, enforceable against it in accordance with
the terms hereof, subject, as to enforceability, to limitations imposed by
bankruptcy, insolvency, reorganization, moratorium, and other similar laws
relating to or affecting the enforcement of creditors’ rights generally and to
general principles of equity; (D) all authorizations, consents, approvals, or
orders of, notices, reports or applications to, or registrations,
qualifications, declarations, or filings with, any governmental authority,
required for the execution, delivery, and performance by Purchaser of this
Consent or the carrying out by Purchaser of the transactions contemplated
hereby, have been obtained and are in full force and effect; and (E) none of (1)
the execution, delivery, and performance by Purchaser of this Consent, (2) the
compliance with the terms and provisions hereof, and (3) the carrying out of the
transactions contemplated hereby, conflicts with, or results in a breach or
violation of any of, the terms, conditions, or provisions of any applicable law,
governmental rule, protocol, or regulation, any applicable order, writ,
injunction, judgment, or decree of any court or governmental authority against
Purchaser or by which it or any of its properties is bound, or conflicts or will
conflict with or results in a breach or violation of any of the terms,
conditions or provisions of any material loan agreement, indenture, mortgage,
bond, note, resolution, contract, the organizational documents, as amended, of
Purchaser or other agreement or instrument to which Purchaser is a party or by
which it or any of its properties is bound. 


- 54 -




                 (c) Purchaser further represents and warrants to the Agent, for the benefit of
the Secured Parties that (A) the Power Purchase Agreement is unmodified and is
in full force and effect and neither a default by Purchaser nor, to the best of
its knowledge, a default or breach of a representation or warranty by Assignor,
exists and is continuing under the Power Purchase Agreement; (B) as of the date
hereof, the Assignor has complied with the requirements of Section 10.1,
"Seller’s Security Requirements," of the Power Purchase Agreement and has
provided security in form and substance acceptable to Purchaser ("Security") and
to date no draws have been made under such Security; (C) to the best of its
knowledge after giving effect to the consent by Purchaser contained herein to
the Assignment, and recognizing that Assignor has continuing and additional
obligations to perform after the date of this Consent, and except as set forth
in Article 9, "Conditions Precedent," of the Power Purchase Agreement, there
exists no present event or condition that would enable either Purchaser or
Assignor to terminate or suspend its obligations under the Power Purchase
Agreement; (D) except for the Assignment, Purchaser has no notice of any
assignment relative to any right, title, and interest of Assignor in, to and
under the Power Purchase Agreement; (E) the Power Purchase Agreement and the
instruments and documents referred to therein constitute the only agreements
between Purchaser and Assignor with respect to the matters and interests
described therein; (F) there are no proceedings pending or, to its knowledge,
threatened against or affecting Purchaser in any court or by or before any
governmental authority or arbitration board or tribunal that could reasonably be
expected to have a material adverse effect on the ability of Purchaser to
perform its obligations under the Power Purchase Agreement or this Consent; and
(G) as of the date of this Consent all amounts due and owing to Purchaser by
Assignor, if any, under the Power Purchase Agreement have been paid in full when
due by Assignor. 

        4. Rights of
the Secured Parties. Except as otherwise provided in this Consent, each of
Purchaser and Assignor agrees that the Secured Parties, so long as any Secured
Obligations remains outstanding, have the following rights with respect to the
Power Purchase Agreement: 

                
(a) Assignment, Amendments, Etc. (i) No assignment by Purchaser or
Assignor of its obligations under the Power Purchase Agreement is effective
unless (A) such assignment complies with the Power Purchase Agreement, and (B)
Purchaser or Assignor, as applicable, receives the prior written consent of
Agent with respect to such assignment; (ii) no waiver, amendment, consent, or
other modification of the Power Purchase Agreement by Purchaser or Assignor, as
applicable, is effective without the prior written approval of the Agent (except
for any waiver, amendment, and/or consent that is of a routine, ministerial or
administrative nature or that is required by law or by any governmental
authority); (iii) Purchaser and Assignor may not cancel the Power Purchase
Agreement without the prior written consent of the Agent; and (iv) Purchaser may
not terminate the Power Purchase Agreement in violation of the terms of this
Consent. 

                
(b) Performance of Assignor’s Obligations. If the Agent provides
Purchaser with written notice of an Event of Default by Assignor, then,
following Purchaser’s receipt of such notice, the Agent or any of the other
Secured Parties may, but have no obligation to, perform one or more of the
obligations of Assignor under the Power Purchase Agreement, and Purchaser will
accept such performance, if otherwise in accordance with the terms of the Power
Purchase Agreement and this Consent, in lieu of performance by Assignor, and in
satisfaction of that obligation or those obligations of Assignor under the Power
Purchase Agreement.

- 55 -




In the event that the Secured Parties exercise any right under
the Financing Agreement to assume possession and control of the Exchange
Resource or to obtain the appointment of a receiver or similar party to assume
possession and control of the Exchange Resource prior to or pending a
foreclosure, the Secured Parties shall cause the Exchange Resource to be
operated by their designee. 

                
(c) Copies of Notices Under the Power Purchase Agreement and Draws Under the
Security. Purchaser shall send the Agent copies of any written notice
related to a default or potential default furnished to Assignor under the Power
Purchase Agreement and any written notice of drawings made under the Security
(hereinafter called a "Notice"), such Notice to be given to the Agent in
accordance with Section 7 hereof; provided, however, that failure of Purchaser
to provide any such Notice to Agent is not a breach of this Consent. 

                
(d) Cure Rights. Subject to the terms of this Consent, the Secured
Parties have the right, but not the obligation, to cure the defaults listed in
any Notice that are capable of being cured. The Power Purchase Agreement may not
be terminated automatically or terminated by Purchaser if the Secured Parties
cure any default listed in any Notice within the Secured Parties’ cure period,
which is the same length as the cure period afforded to Assignor under the Power
Purchase Agreement with respect to such event and which starts on the later of
(i) the same date that the Assignor’s cure period expires under the Power
Purchase Agreement or (ii) the date that the Agent receives such Notice that
lists the default or defaults of the Assignor under the Power Purchase
Agreement. With respect to any defaults by Assignor under the Power Purchase
Agreement that cannot be cured by any Person other than Assignor, as the owner
of the Exchange Resource that is in control of the Exchange Resource, if the
Secured Parties declare an Event of Default and commence foreclosure proceedings
or other proceedings to take possession of the Exchange Resource, then, so long
as the Secured Parties are diligently pursuing such proceedings, the Secured
Parties will be allowed such additional period as is necessary to complete such
proceedings in which to cure the existing defaults under the Power Purchase
Agreement and the cure period provided to the Secured Parties under this Consent
does not begin until such proceedings are completed. 

                
(e) Consent to Transfer; Continuation of Agreements.

                
(i) Subject to the conditions and limitations contained herein (including
without limitation paragraph (ii) immediately below), Purchaser consents to the
transfer of Assignor’s interest in the Exchange Resource to the Agent or any
other Secured Party, or their designee or to a purchaser or grantee at a
foreclosure sale (collectively, a "Transferee"), by judicial or
nonjudicial foreclosure and sale, by a conveyance by Assignor in lieu of
foreclosure, by a plan of liquidation in bankruptcy, or otherwise, and agrees
that upon such transfer of the Exchange Resource, Purchaser shall recognize the
Transferee as the "Seller" under the Power Purchase Agreement. Agent and Secured
Parties shall cause the Power Purchase Agreement to be conveyed and transferred
to the Transferee at the time of the transfer of the Exchange Resource and shall
cause Transferee to assume and to agree to be bound by all the terms and provisions of the Power Purchase Agreement, which remains in
full force and effect in accordance with its terms. Agent and Secured Parties
shall identify the Transferee in a written notice to Purchaser on or before the
effective date of the transfer and shall furnish Purchaser with the Transferee’s
written agreement to assume and to agree to be bound by all the terms and
provisions of the Power Purchase Agreement. 

- 56 -




                
(ii) Upon acquisition of the Exchange Resource pursuant to paragraph (i) above,
unless Purchaser notifies the Transferee to the contrary, the Transferee shall
(A) cure within the relevant cure period established in the Power Purchase
Agreement, as modified by Section 4(d) above, all defaults of Assignor that are
then existing under the Power Purchase Agreement and that are capable of being
cured at the time of such transfer; and (B) assume and perform all other
obligations of Assignor under the Power Purchase Agreement arising on or after
the date of such transfer to the Transferee. 

     5. Replacement Agreements.
If the Power Purchase Agreement is rejected or terminated as a result of any
bankruptcy or insolvency proceeding involving Assignor, and the Agent, within
sixty (60) days after such rejection or termination, certifies in writing to
Purchaser that it or its Transferee intends to perform and is capable of
performing the obligations of Assignor arising after the date of such
certification as and to the extent required under such Power Purchase Agreement,
Purchaser shall execute and deliver to Agent or its Transferee a new agreement
(a "Replacement Agreement"), which must be for the balance of the
remaining term under such rejected or terminated Power Purchase Agreement. The
Replacement Agreement must contain the same conditions, agreements, terms,
provisions and limitations as the original Power Purchase Agreement (except for
any requirements that have been fulfilled by Assignor and Purchaser prior to
such rejection or termination), and except that in the Replacement Agreement
Agent or its Transferee will be substituted where the Seller appears in the
Power Purchase Agreement. 

     6. Purchaser’s Reliance on
Written Notices by Agent. Assignor agrees that Purchaser is entitled to rely
on the written instructions of an agent or other representative of the Agent
concerning the existence and continuation of an Event of Default or on whether
the Secured Obligations have been fully paid or not, and that Purchaser may make
payments that are due to Assignor directly to the Agent upon the written
instructions of the Agent to do so. Assignor waives any claims that it has or
may have against Purchaser based upon the good-faith reliance by them on such
written instructions. 

     7. Notices. Any
communications between the parties hereto or written notices provided herein to
be given may be given to the addresses set forth in the table below. All written
notices to be given under this Consent must be in writing and must be (i)
delivered personally, (ii) sent by certified or registered first-class mail,
postage prepaid, return receipt requested, (iii) sent by a recognized courier
service, with delivery receipt requested, or (iv) sent by facsimile transmission
to the intended recipient at its address set forth below, unless the recipient
has given written notice of another address for receipt of written notices. All
written notices sent hereunder are deemed to have been given when transmitted by facsimile (with the receipt
confirmation) or personally delivered or, in the case of a written notice mailed
or sent by courier, upon receipt, at the address provided for herein; provided,
however, if such notice is given after the close of business on a Business Day
of the receiving party, or on a day on which the receiving party is not open for
business, such notice must be deemed to have been given on the next following
Business Day. 

- 57 -




If to Purchaser:


If to Agent:


If to Assignor:


     8. Arrangements Regarding
Payments. Purchaser agrees, from and after the date of this Consent, to make
all payments (if any) to be made by it to Assignor under the Power Purchase
Agreement, in immediately available funds, directly to the Agent on behalf of
the Secured Parties for deposit into the following account maintained by the
Agent: 

                
Account: 
                
ABA Account
No.
                
Account
Name:
                
Beneficiary:
                
Attention:


or to such other Person and/or at such other address as the
Agent may from time to time specify by notice in writing to Purchaser (with a
copy to Assignor), and must be accompanied by a statement from Purchaser stating
that such payments are made under the Power Purchase Agreement. Assignor
acknowledges that made under the Power Purchase Agreement to the Agent as
provided herein shall constitute payments to Assignor under the Power Purchase
Agreement. In the event of a dispute regarding the right of the Agent to receive
payments made by Purchaser under the Power Purchase Agreement, Purchaser has the
right to interplead such payments for a judicial determination of rights to such
payments. 

    9. Miscellaneous. 

                
(a) Separate Counterparts; Amendments; Waiver. This Consent may be
executed in separate counterparts, each of which when so executed and delivered is an original but all such counterparts constitute
one and the same instrument. Until termination as to the respective party,
neither this Consent nor any of the terms hereof may be terminated, amended,
supplemented, waived or modified except by an instrument in writing signed by
Purchaser, Assignor, and the Agent. 

- 58 - 




                
(b) Severability of Provisions. Any provision of this Consent that is
prohibited or unenforceable is ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof. 

                
(c) Successors and Assigns. This Consent is binding upon and inures to
the benefit of Purchaser and its permitted successors and assigns, Assignor and
its permitted successors and assigns, the Agent and the other Secured Parties
and its or their permitted successors and assigns. 

                
(d) Governing Law; Venue. THIS CONSENT MUST BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
CONTRACTS MADE AND TO BE PERFORMED IN SUCH STATE, PROVIDED; HOWEVER, THAT
PURCHASER’S AUTHORITY TO EXECUTE AND PERFORM ITS OBLIGATIONS HEREUNDER IS
FURNISHED AND GOVERNED BY OREGON LAW. PURCHASER, ASSIGNOR, AND AGENT HEREBY
SUBMIT TO THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR
THE SOUTHERN DISTRICT OF NEW YORK AND OF ANY NEW YORK STATE COURT SITTING IN THE
BOROUGH OF MANHATTAN OF NEW YORK CITY FOR THE PURPOSES OF ALL LEGAL PROCEEDINGS
ARISING OUT OF OR RELATING TO THIS CONSENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY. PURCHASER, ASSIGNOR, AND AGENT IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING
OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT
ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT
FORUM. 

                
(e) Further Assurances. Each of the parties hereto agrees to execute and
deliver all such instruments and take all such action as may be reasonably
necessary to effectuate the purposes of this Consent. 

                
(f) Obligations Absolute and Unconditional; Termination. Except as
otherwise provided herein, and until termination as to the respective party, the
obligations of the parties hereunder are absolute and unconditional. No
termination, amendment, variation or waiver of any provisions of this Consent is
effective unless in writing and signed by the Purchaser, the Agent, and the
Assignor; provided that all rights and obligations of the Agent and the Secured
Parties hereunder terminate upon payment in full of the obligations of Assignor
under the Financing Documents without the requirement for any such writing. The
Agent shall promptly notify Purchaser in writing of the payment in full of the
Secured Obligations. 

- 59 -




                
(g) Failure in Exercise. Except as contemplated in Section 4 hereof, no
failure on the part of any party to exercise and no delay in exercising, any
right under this Consent operates as a waiver of such right, nor does any single
or partial exercise of any right under this Consent preclude any further
exercise of such right or the exercise of any other right. Except to the extent
inconsistent with the terms hereof, the rights, remedies, powers and privileges
provided in this Consent are cumulative and not exclusive of any rights,
remedies, powers and privileges provided by law. 

[SIGNATURES FOLLOW]

- 60 -




     IN WITNESS WHEREOF, the parties
hereto have caused this Consent to be executed by their respective officers
thereunto duly authorized as of the day and year first above written. 

	 	[Purchaser] 
	 	  	 
	 	By:    	 
	 	Title:    	 
	 	Name:  	 


- 61 - 





	 	[Assignor] 
	 	  	 
	 	  	 
	 	By: 	 
	 	Title:   	 
	 	Name:  	 


- 62 - 





	 	[Agent] 
	 	  	 
	 	  	 
	 	By: 	 
	 	Title:   	 
	 	Name:  	 
	 	  	 
	 	  	 
	 	By: 	 
	 	Title:   	 
	 	Name:  	 


- 63 - 




EXHIBIT E 
COMMERCIAL OPERATION TESTS


The Commercial Operation Tests that shall be completed by
Seller prior to the Commercial Operation Date, per Section 3.3, are as provided
below and shall be signed off as having been completed by Seller prior to the
COD. 

	 	1. 	
      Synchronization Test: The Exchange Resource shall be
      synchronized to the electrical grid for one hour and successfully
      separated from the electrical grid.

	 	 	 
	 	2. 	
      Load Rejection Test: The turbine shall be operated at as
      high a gross generation as it is possible to achieve using the available
      Geothermal Resource, shall be tripped, and shall shut down
  safely.

	 	 	 
	 	3. 	
      Reliability Test: The power plant shall operate for
      forty-eight (48) hours without a trip originating from the Exchange
      Resource.



- 64 -




EXHIBIT F 
GEOTHERMAL LAND PROPERTIES

[This exhibit will be completed as part of the Confirmation
of Sufficient Resources under Section 3.1] 

- 65 -




EXHIBIT G 
FORM OF GUARANTY


SAMPLE FORM OF GUARANTY


     ____________ __,
200_ 

     Eugene Water & Electric
Board
    
Address 


     Fax:
_________________

     Ladies and
Gentlemen:


     The ____________________ (the “Guarantor”), a
corporation duly organized under the laws of the State of ______________, is the
____________
of [Name of Company of Seller], a limited liability
company duly organized under the laws of the State of
_________
(the
“Seller”). Guarantor understands and acknowledges that EWEB, a municipal utility
organized and existing under the laws of the State of Oregon (“Purchaser”), has
entered into that certain Power Purchase and Sale Agreement between the Seller
and Purchaser dated as of the effective date hereof (the “Power Purchase
Agreement”) and that this Guaranty is being used as Security pursuant to Section
10.4 of the Power Purchase Agreement. For value received, and under the
provisions of the Power Purchase Agreement, Guarantor hereby unconditionally
and, subject to the provisions of the fifth and sixth paragraphs hereof,
irrevocably guarantees the prompt and complete payment as and when due, whether
by acceleration or otherwise, of the payment obligations, whether now in
existence or hereafter arising, under the Power Purchase Agreement (which
guaranty, along with the other terms and conditions set forth herein, is
hereafter referred to as the “Guaranty”). Guarantor warrants that as of the date
set forth above, it satisfies the definition and requirements of a “Qualified
Guarantor” as such term is defined in the Power Purchase Agreement. This
Guaranty is one of payment and not of collection. Capitalized terms used but not
defined in this Guaranty have the meaning given to them in the Power Purchase
Agreement. 

     The maximum aggregate liability
of the Guarantor in respect of amounts claimed by Purchaser under or pursuant to
this Guaranty shall at no time exceed an amount equal to [write the amount of
Guaranty to be provided] (amount written as a number); provided,
however, that Guarantor also guaranties payment in full (that is, without
limitation as to amount) of any reasonable out-of-pocket legal fees, costs
and/or expenses, whether at trial, on appeal or in any arbitration, by Purchaser
in connection with prevailing in enforcing the terms of this Guaranty. 

     The Guarantor hereby waives
notice of acceptance of this Guaranty and notice of any obligation or liability
to which it may apply, and waives presentment, demand for payment, protest, notice of dishonor or non-payment of any such
obligation or liability, suit or the taking of other action by Purchaser
against, and any other notice to, the Seller, the Guarantor or others. 

- 66 -




     Purchaser may at any time and
from time to time without notice to or consent of the Guarantor and without
impairing or releasing the obligations of the Guarantor hereunder: (1) agree
with the Seller to make any change in the terms of any obligation or liability
of the Seller to Purchaser, including any modification or amendment to the Power
Purchase Agreement, (2) take or fail to take any action of any kind in respect
of any security for any obligation or liability of the Seller to Purchaser, (3)
exercise or refrain from exercising any rights against the Seller or others, (4)
fail to first take action against the Seller for amounts due under the Power
Purchase Agreement, and/or (5) compromise or subordinate any obligation or
liability of the Seller to Purchaser including any security therefor. Any other
suretyship defenses are hereby waived by the Guarantor. 

     This Guaranty shall terminate on
the earlier to occur of (i) the substitution of an alternate form of Seller
performance assurance in accordance with the Power Purchase Agreement; and (ii)
the later of (A) the termination or expiration of the Power Purchase Agreement
and (B) the satisfaction of all obligations of the Seller under the Power
Purchase Agreement. Notwithstanding the foregoing, the Guarantor further agrees
that if at any time payment, or any part thereof, of any of the obligations
guaranteed hereunder is rescinded, is demanded to be returned and/or must
otherwise be restored or returned by Purchaser in connection with the
bankruptcy, insolvency, dissolution, reorganization or similar proceeding of the
Seller, this Guaranty shall continue to be effective or be reinstated as the
case may be; provided that this Guaranty may not be reinstated for any reason
after its termination under clause (i) of this paragraph. 

     Guarantor may not assign its
rights nor delegate its obligations under this Guaranty, in whole or in part,
without prior written consent of Purchaser, and any purported assignment or
delegation absent such consent is void, except for an assignment and delegation
of all of the Guarantor’s rights and obligations hereunder in whatever form the
Guarantor determines may be appropriate to a partnership, corporation, trust or
other organization in whatever form that succeeds to all or substantially all of
the Guarantor’s assets and business and that assumes such obligations by
contract, operation of law or otherwise. Upon any such delegation and assumption
of obligations, the Guarantor shall be relieved of and fully discharged from all
obligations hereunder, whether such obligations arose before or after such
delegation and assumption. 

     So long as any payment owing to
Purchaser under the Power Purchase Agreement or under this Guaranty is not
promptly and completely paid as and when due, any indebtedness of Seller to
Guarantor and any payment or distribution right held by Guarantor against the
Seller shall be subordinated to the due and unpaid indebtedness to Purchaser.
Guarantor shall have no right of subrogation until the Seller’s due and unpaid
indebtedness to Purchaser is paid in full. 

- 67 -





     This Guaranty constitutes the
entire agreement and supersedes all prior agreements and understandings, both
written and oral, between Guarantor and Purchaser with respect to the subject matter hereof. This
Guaranty may not be modified except pursuant to a written instrument signed by
Purchaser and Guarantor. The execution, delivery and performance of this
Guaranty have been duly authorized by all requisite corporate action on the part
of the Guarantor. The provisions of this Guaranty are severable, and if any
clause or provision shall be held invalid or unenforceable in whole or in part,
then such invalidity or unenforceability shall affect only such clause or
provision, or part thereof, and shall not affect the validity or enforceability
of any other clause or provision.
     THIS GUARANTY SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF
OREGON WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW. GUARANTOR
AGREES TO THE EXCLUSIVE JURISDICTION OF COURTS LOCATED IN THE STATE OF
OREGON, UNITED STATES OF AMERICA, OVER ANY DISPUTES ARISING UNDER OR
RELATING TO THIS GUARANTY. 

	 	Very truly yours,
      
_________________________________________________
   
    
	 	By: 
      ______________________________________________
	 	        Authorized
      Officer 


- 68 -