U.S. Geothermal Inc.: Exhibit 10.1 - Filed by newsfilecorp.com








	 
	AMENDED AND RESTATED
	LONG-TERM PORTFOLIO ENERGY 

	CREDIT AND RENEWABLE 
	POWER PURCHASE AGREEMENT 
	 
	BETWEEN 
	 
	SIERRA PACIFIC POWER COMPANY 
	 
	AND 
	 
	USG NEVADA LLC 
	  
	May 31 , 2011 
	 







TABLE OF CONTENTS 

	ARTICLE 	PAGE 
	  	  	  
	1. 	DEFINITIONS 	1 
	2. 	TERM; TERMINATION AND SURVIVAL OF OBLIGATIONS
    	16 
	3. 	SUPPLY SERVICE OBLIGATIONS 	18 
	4. 	PRICE OF PRODUCT 	29 
	5. 	PORTFOLIO ENERGY
      CREDITS/RENEWABLE ENERGY BENEFITS 	31 
	6. 	RIGHT OF FIRST OFFER 	32 
	7. 	METERING, INVOICING AND
      PAYMENTS 	33 
	8. 	FACILITY CONSTRUCTION; OPERATIONS AND
      MODIFICATIONS 	36 
	9. 	EMERGENCY AND CURTAILMENT 	42 
	10. 	PLANNED OUTAGES 	44 
	11. 	REPORTS; OPERATIONAL LOG 	45 
	12. 	COMMUNICATIONS 	47 
	13. 	SCHEDULING NOTIFICATION 	47 
	14. 	COMPLIANCE 	48 
	15. 	APPROVALS 	48 
	16. 	SECURITY 	49 
	17. 	INDEMNIFICATION 	52 
	18. 	LIMITATION OF LIABILITY 	53 
	19. 	FORCE MAJEURE 	54 
	20. 	DISPUTES 	55 
	21. 	NATURE OF OBLIGATIONS 	56 
	22. 	ASSIGNMENT 	56 
	23. 	DEFAULT AND REMEDIES 	60 
	24. 	REPRESENTATIONS AND WARRANTIES OF SUPPLIER 	62 
	25. 	REPRESENTATIONS AND WARRANTIES
      OF BUYER 	63 
	26. 	INSURANCE 	64 
	27. 	NO EXPECTATION OF
      CONFIDENTIALITY; PUBLIC STATEMENTS 	66 
	28. 	MISCELLANEOUS 	67 


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EXHIBITS 

	EXHIBIT 1 	DESCRIPTION OF GENERATING
      FACILITY 	1-1 
	EXHIBIT 2A 	PRODUCT RATES 	2A-1 
	EXHIBIT 2B 	FORM OF MONTHLY ENERGY INVOICE
    	2B-1

	EXHIBIT 2C 	FORM OF PC REPLACEMENT INVOICE 	2C-1 
	EXHIBIT 3A 	DESCRIPTION OF PROJECT SITE 	3A-1

	EXHIBIT 3B 	MAP DEPICTING PROJECT SITE 	3B-1 
	EXHIBIT 4 	NOTICES, BILLING AND PAYMENT
      INSTRUCTIONS 	4-1 
	EXHIBIT 5 	ONE-LINE DIAGRAM OF GENERATING FACILITY AND
      INTERCONNECTION FACILITIES 	5-1 
	EXHIBIT 6 	PROJECT MILESTONE SCHEDULE 	6-1 
	EXHIBIT 7 	PERFORMANCE TESTS 	7-1 
	EXHIBIT 8 	FORM OF AVAILABILITY NOTICE 	8-1 
	EXHIBIT 9 	BUYER'S REQUIRED REGULATORY APPROVALS 	9-1 
	EXHIBIT 10 	SUPPLIER'S REQUIRED REGULATORY
      APPROVALS 	10-1

	EXHIBIT 11 	SUPPLIER'S REQUIRED PERMITS FOR CONSTRUCTION
      AND OPERATION 	11-1 
	EXHIBIT 12 	SUPPLIER'S REQUIRED AGREEMENTS
    	12-1

	EXHIBIT 13 	SUPPLY AMOUNT 	13-1 
	EXHIBIT 14 	DIAGRAM OF GENERATING FACILITY
    	14-1

	EXHIBIT 15 	OPERATION AND MAINTENANCE AGREEMENT; OPERATOR
      GOOD STANDING CERTIFICATE 	15-1 
	EXHIBIT 16 	GROUND LEASE; RIGHTS-OF-WAY 	16-1

	EXHIBIT 17 	FORM OF LETTER OF CREDIT 	17-1 
	EXHIBIT 18 	YEARLY PC AMOUNT 	18-1
  


ii 




AMENDED AND RESTATED LONG-TERM PORTFOLIO ENERGY CREDIT AND 
RENEWABLE POWER
PURCHASE AGREEMENT 

This Amended and Restated Long-Term Portfolio Energy Credit and Renewable Power
Purchase Agreement is made and entered into as of May 31, 2011 (the "Effective
Date") by and between SIERRA PACIFIC POWER COMPANY, a
Nevada corporation, d/b/a NV Energy ("Buyer"), and USG Nevada LLC, successor in
interest to Empire Farms, a Delaware limited liability company ("Supplier").
Buyer and Supplier are referred to individually as a "Party" and collectively as
the "Parties." 

WHEREAS, Buyer is an operating electric public utility,
subject to the applicable rules and regulations of the PUCN, the CPUC and
the FERC; 

WHEREAS, pursuant to the Renewable Energy Law, Buyer is
entitled to use Portfolio Energy Credits to comply with the Portfolio Standard
as determined by the PUCN; 

WHEREAS, Supplier desires to build the Generating
Facility, which is a geothermal power plant located in Washoe County, Nevada,
and which Supplier desires to designate as a Renewable Energy System with the
PUCN in order to comply with the requirements of this Agreement; 

WHEREAS, the electricity generated by the Generating
Facility will comply with the requirements of the Renewable Energy Law and
satisfy a portion of Buyer's obligations under the Portfolio Standard to
purchase renewable energy; and 

WHEREAS, Supplier desires to sell to Buyer energy
generated by the Generating Facility and the associated Portfolio Energy Credits
and Renewable Energy Benefits and Buyer desires to purchase such Energy,
Portfolio Energy Credits and Renewable Energy Benefits from Supplier, upon the
terms and conditions set forth herein. 

WHEREAS, Supplier and Buyer initially entered into that
Long Term Agreement for the Sale of Electricity between Sierra Pacific Power
Company and Empire Farms as of December 31, 1986 (the "Original PPA") and as
amended, which was approved by the PUCN on May 1, 1987;

WHEREAS, Supplier and Buyer intend to terminate the
Original PPA in its entirety and enter into this Agreement, conditioned upon
approval by the PUCN in accordance with this Agreement. 

NOW, THEREFORE, in consideration of the premises and the
covenants and conditions contained herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Buyer and Supplier, intending to be legally bound, hereby agree as follows: 

	1. 	
      DEFINITIONS

	 	 
		
      As used in this Agreement, the following terms shall have
      the meanings set forth below:



1 





	 	1.1 	
      "Affiliate" means, with respect to any Person,
      each Person that directly or indirectly, controls or is controlled by or
      is under common control with such Person. For the purposes of this
      definition, "control" (including, with correlative meanings, the terms
      "controlled by" and "under common control with"), as used with respect to
      any Person, shall mean the possession, directly or indirectly, of the
      power to direct or cause the direction of the management and policies of
      such Person, whether through the ownership of voting securities or by
      contract or otherwise.

	 	 	 
	 	1.2 	
      "After Tax Basis" means a basis such that any
      payment received or deemed to have been received by a Party (the "Original
      Payment") under the terms of Section 17.1 of this Agreement, shall be
      supplemented by a further payment to such Party so that the sum of the two
      (2) payments shall equal the Original Payment, after taking into account
      (a) all Taxes that would result from the receipt or accrual of such
      payments, if legally required, and (b) any reduction in Taxes that would
      result from the deduction of the expense indemnified against, if legally
      permissible, calculated by reference to the highest federal and Nevada
      statutory Tax rates applicable to corporations doing business in Nevada
      and on a net present value basis by reference to the applicable federal
      rate then in effect under section 1274(d) of the Internal Revenue Code of
      1986, as such Law may be amended, preempted or superseded.

	 	 	 
	 	1.3 	
      "Agreement" means this Long-Term Portfolio Energy
      Credit and Renewable Power Purchase Agreement together with the Exhibits
      attached hereto, as such may be amended from time to time.

	 	 	 
	 	1.4 	
      "ALTA Quality Survey" means a land survey prepared
      and certified in accordance with the standards jointly promulgated by the
      American Land Title Association and the American Congress on Surveying and
      Mapping or an equivalent land survey that is satisfactory to Buyer in its
      reasonable discretion.

	 	 	 
	 	1.5 	
      "Annual Supply Amount" with respect to each
      Contract Year means the amount designated as the Annual Total MWh in
      Exhibit 13 as may be modified from time to time.

	 	 	 
	 	1.6 	
      "Availability Notice" means a notice delivered by
      Supplier to Buyer pursuant to Article 13 notifying Buyer of the
      availability of the Generating Facility.

	 	 	 
	 	1.7 	
      "Average Monthly COB Firm Price" with respect to
      any calendar month, means (a) the simple average of the daily Dow Jones
      COB Electricity Price Index for Firm On-Peak energy for all calendar days
      during that month for which a Firm On-Peak energy price is published, (b)
      multiplied by 107.48% (based on a 7.48% transmission loss factor) and (c)
      adding the resulting product to $9.58 /MWh. The amounts in subsections (b)
      and (c) above are designed to take into account the cost of transmission
      rates for PacifiCorp and Bonneville Power Administration under their Open
      Access Transmission Tariff and shall be updated from time to time to
      account for any change in those tariffs or other transmission
  costs.



2 





	 	1.8 	
      "Biennial Period" means (a) (i) if Supplier has
      elected to apply the Introductory Period, the period comprised of the
      first two consecutive Contract Years immediately following the
      Introductory Period or (ii) if Supplier has not elected to apply the
      Introductory Period, the period comprised of the first two full
      consecutive Contract Years, and (b) each subsequent period comprised of
      two consecutive Contract Years. For the avoidance of doubt, Biennial
      Periods will not be tabulated on a "rolling" two-year basis for purposes
      of this Agreement, but rather each Biennial Period during the Term will be
      a separate and discrete period from each other Biennial Period during the
      Term, with each Biennial Period commencing immediately following the
      expiration of the previous Biennial Period.

	 	 	 
	 	1.9 	
      "Biennial Threshold" means with respect to any
      Biennial Period, the difference between (a) the sum of all Monthly Supply
      Amounts for such period, minus (b) the sum of all Excused Product Amount
      for such period.

	 	 	 
	 	1.10 	
      "Billing Period" has the meaning ascribed to that
      term in Section 7.2.1.

	 	 	 
	 	1.11 	
      "Bonneville Power Administration" means Bonneville
      Power Administration, a federal agency under the U.S. Department of Energy
      that markets wholesale electrical power and operates and markets
      transmission services in the Pacific Northwest, and any successor entity
      thereto.

	 	 	 
	 	1.12 	
      "Business Day" means any day other than Saturday,
      Sunday and any day that is a holiday observed by Buyer.

	 	 	 
	 	1.13 	
      "Buyer" has the meaning set forth in the preamble
      of this Agreement and includes such Person's permitted successors and
      assigns.

	 	 	 
	 	1.14 	
      "Buyer's PC Account" means the account maintained
      by the PC Administrator for the purpose of tracking the production, sale,
      transfer, purchase and retirement of PCs by Buyer, or such other account
      as Buyer may designate from time to time.

	 	 	 
	 	1.15 	
      "Buyer's Required Regulatory Approvals" means the
      approvals, consents, authorizations or permits of, or filing with, or
      notification to the Governmental Authorities listed on Exhibit 9, and such
      others as are deemed by Buyer to be necessary or desirable from time to
      time.

	 	 	 
	 	1.16 	
      "Change in Law" means an amendment, modification
      or other change, enacted after the Effective Date, to the Renewable Energy
      Law.

	 	 	 
	 	1.17 	
      "COB" means an electricity trading hub located
      near the California-Oregon Border.

	 	 	 
	 	1.18 	
      "Commercial Operation" means that (a) the
      Generating Facility has been constructed in accordance with the
      requirements of the IA and Good Utility Practice and has delivered Energy to and at the Delivery
      Point(s) and (b) all of the requirements set forth in Section 8.3 and
      Exhibits 6 and 7 have been satisfied.



3 





	 	1.19 	
      "Commercial Operation Date" means the date on
      which Commercial Operation occurs.

	 	 	 
	 	1.20 	
      "Commercial Operation Deadline" means the date
      specified in Exhibit 6 for the achievement of Commercial
  Operation.

	 	 	 
	 	1.21 	
      "Compliance Cap" means, with respect to each
      Contract Year, an amount equal to the product of USD $1.75 (increased by
      one percent (1.0%) for each Contract Year after the first Contract Year),
      and the total number of MWh comprising the Annual Supply Amount during
      such year, provided that under no circumstances shall such amount be less
      than One Hundred Twenty Four Thousand Nine Hundred and No/100 Dollars
      ($124,900). For purposes of the Stub Period, the Compliance Cap shall be
      prorated by multiplying the Compliance Cap for the first Contract Year by
      a fraction, the numerator of which is the number of full calendar months
      during the Stub Period and the denominator of which is 12.

	 	 	 
	 	1.22 	
      "Compliance Costs" means the actual costs of
      Supplier required to maintain the Renewable Energy System status of the
      Generating Facility, or to cause the PCs associated with the Energy and
      Excess Energy from the Generating Facility to be generated and received by
      Buyer, in each case to the extent such required costs are attributable to
      a Change in Law, but, in no event will Compliance Costs include costs (if
      any) of reviewing, contesting, or advocating (e.g. lobbying costs,
      attorneys' fees) with respect to any Change in Law.

	 	 	 
	 	1.23 	
      "Contract Representative" of a Party means the
      individual designated by that Party in Exhibit 4 responsible for ensuring
      effective communication, coordination and cooperation between the Parties.
      A Party may change its Contract Representative by providing notice of such
      change to the other Party in accordance with the procedures set forth in
      Section 28.1.

	 	 	 
	 	1.24 	
      "Contract Year" means each year during the Term
      beginning on January 1 and ending on December 31 of the calendar year
      following the Commercial Operation Date (or commencing on the Commercial
      Operation Date if the Commercial Operation Date is January 1).

	 	 	 
	 	1.25 	
      "Control Area" has the meaning set forth in the
      OATT (as may be modified from time to time) of the Control Area
      Operator.

	 	 	 
	 	1.26 	
      "Control Area Operator" means a Person, and its
      agents and any successors thereto, that is responsible for the operation
      of electric transmission system(s) and for maintaining reliability of the
      electric transmission system(s), including the Transmission System, within
      the Control Area. As of the Effective Date, the Control Area Operator is
      the Transmission Provider.



4 





	 	1.27 	
      "Controlling Interest" with respect to a Person,
      means 50% or more of outstanding ownership interest, or the power to vote
      such percentage of ownership interest.

	 	 	 
	 	1.28 	
      "CPUC" means California Public Utilities
      Commission and any successor entity thereto.

	 	 	 
	 	1.29 	
      "Credit Rating" of a Person means the credit
      rating then assigned by a Relevant Rating Agency to the long-term, senior,
      unsecured, non-credit-enhanced indebtedness of that Person.

	 	 	 
	 	1.30 	
      "Critical Project Milestone" means a Project
      Milestone designated as a Critical Project Milestone on Exhibit
  6.

	 	 	 
	 	1.31 	
      "Cure Period" has the meaning ascribed to that
      term in Section 23.2.

	 	 	 
	 	1.32 	
      "Curtailed Product" has the meaning ascribed to
      that term in Section 9.7.

	 	 	 
	 	1.33 	
      "Daily Delay Damages" means an amount equal to (a)
      with respect to the first (1st) through and including the thirtieth (30th)
      day subsequent to the Commercial Operation Deadline, Zero Dollars ($0) per
      day, (b) with respect to the thirty-first (31st) through and including the
      ninetieth (90th) day subsequent to the Commercial Operation Deadline, One
      Thousand Nine Hundred Eighty-Five and 63/100 U.S. Dollars ($1,985.63) per
      day; (c) with respect to the ninety-first (91st) through and including the
      one-hundred-fiftieth (150th) day subsequent to the Commercial Operation
      Deadline, Three Thousand Nine Hundred Fifty-Nine and 37/100 U.S. Dollars
      ($3,959.37) per day; and (d) with respect to the one-hundred- fifty-first
      (151st) through and including the two-hundred-tenth (210th) day subsequent
      to the Commercial Operation Deadline, Five Thousand Nine Hundred
      Forty-Five and 00/100 U.S. Dollars ($5,945.00) per day.

	 	 	 
	 	1.34 	
      "Defaulting Party" has the meaning ascribed to
      that term in Section 23.1.

	 	 	 
	 	1.35 	
      "Delivered Amount" means, with respect to any
      Delivery Hour, the actual amount of Energy delivered by Supplier and
      accepted by Buyer at the Delivery Point(s) during such Delivery
    Hour.

	 	 	 
	 	1.36 	
      "Delivered PCs" means PCs that have been delivered
      by Supplier and awarded to Buyer pursuant to the terms of this Agreement,
      in accordance with the Portfolio Standard and which have been properly
      delivered and recorded to Buyer's PC Account.

	 	 	 
	 	1.37 	
      "Delivery Hour" means each hour from the Operation
      Date through the end of the Term.



5 





	 	1.38 	
      "Delivery Point(s)" means the delivery point(s) on
      the Transmission System set forth in Exhibit 5 and any other delivery
      point(s) as may be agreed to by Buyer in its sole discretion.

	 	 	 
	 	1.39 	
      "Derating" means a condition of the Generating
      Facility as a result of which it is unable to produce the Supply Amount
      during a Delivery Hour.

	 	 	 
	 	1.40 	
      "Development Security" has the meaning ascribed to
      that term in Section 16.1.

	 	 	 
	 	1.41 	
      "Dispute" has the meaning ascribed to that term in
      Section 20.1.

	 	 	 
	 	1.42 	
      "Dow Jones COB Electricity Index" means the Dow
      Jones COB Electricity Index, as published by Dow Jones &
    Company.

	 	 	 
	 	1.43 	
      "Effective Date" has the meaning ascribed to that
      term in the preamble of this Agreement.

	 	 	 
	 	1.44 	
      "Emergency" means any circumstance or combination
      of circumstances or any condition of the Generating Facility, the
      Interconnection Facilities, the Transmission System, or the transmission
      system of other transmission operators, which is (a) reasonably likely to
      endanger life or property and necessitates immediate action to avert
      injury to persons or serious damage to property or (b) is reasonably
      likely to adversely affect, degrade or impair Transmission System
      reliability or transmission system reliability of the transmission system
      of other electric utilities. Any curtailment of the Generating Facility
      output by the Transmission Provider or the Control Area Operator shall be
      considered an Emergency, provided, however, that in no event shall any
      curtailment of the Generating Facility output made solely for economic
      reasons be considered an Emergency.

	 	 	 
	 	1.45 	
      "Energy" means three phase, sixty (60) Hz
      electrical energy (measured in MWh) that is generated by the Generating
      Facility from and after the Operation Date.

	 	 	 
	 	1.46 	
      "Environmental Law" shall mean any federal, state,
      local or other law, common law, regulation, rule, ordinance, code, decree,
      judgment, binding directive, or judicial or administrative order relating
      to the protection, preservation or restoration of human health, the
      environment, or natural resources, including any law relating to the
      releases or threatened releases of Hazardous Substances into any medium
      (including ambient air, surface water, groundwater, land, surface and
      subsurface strata) or otherwise relating to the manufacture, processing,
      distribution, use, treatment, storage, release, transport and handling of
      Hazardous Substances.

	 	 	 
	 	1.47 	
      "EPC Contract" means the turnkey engineering,
      procurement and construction contract for the Generating
  Facility.

	 	 	 
	 	1.48 	
      "Event of Default" has the meaning ascribed to
      that term in Section 23.1.



6 





	 	1.49 	
      "EWG" means an "exempt wholesale generator" as
      defined in the Public Utility Holding Company Act of 2005 and implementing
      regulations issued thereunder, as such Law may be amended or
      superseded.

	 	 	 
	 	1.50 	
      "Excess Energy" means, (a) (i) with respect to any
      Measurement Period, the portion of the Delivered Amount for such
      Measurement Period, if any, that exceeds one hundred and ten percent
      (110%) of the sum of all Monthly Supply Amounts with respect to all
      calendar months comprising the Measurement Period and (ii) with respect to
      the Introductory Period, the portion of the Delivered Amount for the
      Introductory Period, if any, that exceeds one hundred and ten percent
      (110%) of the sum of all Monthly Supply Amounts with respect to the
      calendar months comprising the Introductory Period, less (b) the amount of
      Excess Off-Peak Energy during such Measurement Period.

	 	 	 
	 	1.51 	
      "Excess Off-Peak Energy" means, with respect to
      any calendar month, the portion of Off-Peak Delivered Amount for such
      calendar month, if any, that exceeds one hundred and ten percent (110%) of
      the Off-Peak Supply Amount for such calendar month, as set forth on
      Exhibit 13.

	 	 	 
	 	1.52 	
      "Excess Product" means the Product associated with
      Excess Energy and Excess Off-Peak Energy.

	 	 	 
	 	1.53 	
      "Excess Product Rate" means the rate for the
      Excess Product set forth in Exhibit 2A of this Agreement.

	 	 	 
	 	1.54 	
      "Excused Product Amount" means, with respect to
      the calculation of a Shortfall for any Measurement Period, a Product for
      which, subject to the terms of this Agreement, Supplier is excused from
      selling or delivering such Product to Buyer, and for which Supplier shall
      not be liable for any damages, in the event that Supplier fails to deliver
      the Product to Buyer as a result of: (a) Force Majeure, (b) the inability
      or failure of Buyer to accept Energy for any reason, (c) Emergency (except
      for an Emergency with respect to the Generating Facility), (d) Planned
      Outage, or (e) Curtailed Product (as described in Section 9.7).
      Excused Product Amount will be calculated in accordance with Section
      3.5.7.

	 	 	 
	 	1.55 	
      "FERC" means the Federal Energy Regulatory
      Commission and any successor entity thereto.

	 	 	 
	 	1.56 	
      "Force Majeure" has the meaning set forth in
      Article 19.

	 	 	 
	 	1.57 	
      "Generating Facility" means Supplier's geothermal
      generating power plant as described in Exhibit 1, located at the Project
      Site in Washoe County, Nevada as identified in Exhibit 3A and 3B
      (expandable to 24.4 MW nameplate if a Second Unit is installed) and
      including mechanical equipment, geothermal wells, gathering systems and
      associated facilities and equipment required to deliver Energy to the
      Delivery Point(s), including items as further described in Exhibits 1, 3A,
      3B, 5 and 14 hereto, and as such generating power plant may be expanded
      or otherwise modified from time to time in accordance with
      the provisions of this Agreement.



7 





	 	1.58 	
      "Good Utility Practice" means (a) the applicable
      practices, methods and acts required by or consistent with applicable Laws
      and reliability criteria, whether or not the Party whose conduct at issue
      is a member of any relevant organization and otherwise engaged in or
      approved by a significant portion of the electric utility industry during
      the relevant time period, or (b) any of the practices, methods and acts
      which, in the exercise of reasonable judgment in light of the facts known
      at the time the decision was made, could have been expected to accomplish
      the desired result at a reasonable cost consistent with good business
      practices, reliability, safety and expedition. Good Utility Practice is
      not intended to be limited to the optimum practice, method or act to the
      exclusion of all others, but rather to acceptable practices, methods or
      acts generally accepted in the region and industry. Good Utility Practice
      shall include compliance with applicable Laws and regulations, applicable
      reliability criteria, and the criteria, rules and standards promulgated in
      the National Electric Safety Code and the National Electrical Code, as
      they may be amended or superseded from time to time, including the
      criteria, rules and standards of any successor organizations.

	 	 	 
	 	1.59 	
      "Governmental Authority" means, as to any Person,
      any federal, state, local, or other governmental, regulatory or
      administrative agency, court, commission, department, board, or other
      governmental subdivision, legislature, rulemaking board, tribunal, or
      other governmental authority having jurisdiction over such Person or its
      property or operations, and with respect to Supplier, specifically
      includes PUCN and WREGIS.

	 	 	 
	 	1.60 	
      "Hazardous Substance" means (a) any petroleum or
      petroleum products, flammable materials, explosives, radioactive
      materials, friable asbestos, urea formaldehyde foam insulation and
      transformers or other equipment that contain dielectric fluid containing
      polychlorinated biphenyls (PCBs) in regulated concentrations, (b) any
      chemicals or other materials or substances which are now or hereafter
      become defined as or included in the definition of "hazardous substances",
      "hazardous wastes", "hazardous materials", "extremely hazardous wastes",
      "restricted hazardous wastes", "toxic substances", "toxic pollutants",
      "contaminants", "pollutants" or words of similar import under any
      Environmental Law and (c) any other chemical or other material or
      substance, exposure to which is now or hereafter prohibited, limited or
      regulated as such under any Environmental Law, including the Resource
      Conservation and Recovery Act, 42 U.S.C. section 6901 et seq., the
      Comprehensive Environmental Response Compensation and Liability Act, 42
      U.S.C. section 9601 et seq., or any similar state statute, as such Laws
      may be amended or superseded.

	 	 	 
	 	1.64 	
      "IA" means the Small Generator Interconnection
      Agreement that has been or will be executed between Supplier and
      Transmission Provider, or its successors, for the Generating
    Facility.



8 





	 	1.65 	
      "IEEE-SA" means the Institute of Electrical and
      Electronics Engineers Standards Association and any successor entity
      thereto.

	 	 	 
	 	1.66 	
      "Indemnified Party" has the meaning provided in
      Section 17.1.

	 	 	 
	 	1.67 	
      "Indemnifying Party" has the meaning provided in
      Section 17.1.

	 	 	 
	 	1.68 	
      "Interconnection Facilities" means the equipment
      and facilities, including any modifications, additions and upgrades made
      to such facilities, which are necessary to connect the Generating Facility
      to the Transmission System as described in Exhibit 5.

	 	 	 
	 	1.69 	
      "Introductory Period" has the meaning set forth in
      Section 3.10.1.

	 	 	 
	 	1.70 	
      "Introductory Product Rate" has the meaning set
      forth in Exhibit 2A.

	 	 	 
	 	1.71 	
      "Invoice" means the statements described in
      Section 7.2 setting forth the information required therein, as well as the
      associated payment due for the Billing Period or the Contract Year, in
      accordance with Exhibit 2A.

	 	 	 
	 	1.72 	
      "Law" means any federal, state, local or other law
      (including any Environmental Laws), common law, treaty, code, rule,
      ordinance, binding directive, regulation, order, judgment, decree, ruling,
      determination, permit, certificate, authorization, or approval of a
      Governmental Authority, which is binding on a Party or any of its
      property.

	 	 	 
	 	1.73 	
      "Loss" means any and all claims, demands, suits,
      obligations, payments, liabilities, costs, fines, Penalties, sanctions,
      Taxes, judgments, damages, losses or expenses imposed by a third party
      upon an Indemnified Party or incurred in connection with a claim by a
      third party against an Indemnified Party.

	 	 	 
	 	1.74 	
      "Material Adverse Effect" means, with respect to a
      Party, a material adverse effect on the ability of such Party to perform
      its obligations under this Agreement, individually or in the aggregate, or
      on the business, operations or financial condition of such
Party.

	 	 	 
	 	1.75 	
      "Maximum Amount" means, with respect to a Delivery
      Hour, an amount of Energy equal to 14.69 MWh, unless Supplier installs the
      Second Unit, in which case, a total nameplate capacity up to 29.38 MW, or
      such other amount as may be limited by Transmission Provider under the
      SGIA or otherwise.

	 	 	 
	 	1.76 	
      "Measurement Period" means a Seasonal
    Period.

	 	 	 
	 	1.77 	
      "Measurement Period Index" means with respect to
      any Measurement Period, the simple average of all Average Monthly COB Firm
      Prices for all calendar months comprising such Measurement
  Period.



9 





	 	1.78 	
      "Measurement Period Shortfall Amount" has the
      meaning provided in Section 3.5.2.

	 	 	 
	 	1.79 	
      "Measurement Period Supply Amount" with respect to
      any Measurement Period, means the sum of all Monthly Supply Amounts with
      respect to all calendar months comprising such Measurement Period
  .

	 	 	 
	 	1.80 	
      "Meter" means any of the physical or electronic
      metering devices, data processing equipment and apparatus associated with
      the meters, required for (a) accurate determination of the quantities of
      Delivered Amounts and Station Usage from the Generating Facility and for
      recording other related parameters required for the reporting of data to
      Supplier, and (b) the computation of the payment due to Supplier from
      Buyer. Meters do not include any check meters Supplier may elect to
      install as contemplated by Section 7.1.1, other than the gross meter
      installed to determine gross energy (and Station Usage).

	 	 	 
	 	1.81 	
      "Minimum Credit Rating" of a Person means that the
      Credit Rating of that Person is at least (a) A- (or its equivalent) as
      determined by Standard & Poor's and (b) A3 (or its equivalent) as
      determined by Moody's.

	 	 	 
	 	1.82 	
      "Monthly Supply Amount" means, with respect to a
      calendar month, the amount shown on Exhibit 13 as the "Monthly Total MWh"
      for such month.

	 	 	 
	 	1.83 	
      "Moody's" means Moody's Investor Services, Inc.
      and any successor entity thereto.

	 	 	 
	 	1.84 	
      "MW" means megawatts of electrical
power.

	 	 	 
	 	1.85 	
      "MWh" and "MWhs" mean a megawatt hour or
      megawatt hours of electrical energy.

	 	 	 
	 	1.86 	
      "NAC" means the Nevada Administrative
  Code.

	 	 	 
	 	1.87 	
      "NERC" means the North American Electric
      Reliability Corporation and any successor entity thereto.

	 	 	 
	 	1.88 	
      "Nevada Power Company" means Nevada Power Company,
      a Nevada corporation, d/b/a NV Energy, and an operating electric public
      utility, or any successor entity thereto, subject to the applicable rules
      of the PUCN and the FERC.

	 	 	 
	 	1.89 	
      "Non-Defaulting Party" means the Party other than
      the Defaulting Party.

	 	 	 
	 	1.90 	
      "Notice to Proceed" means the initial notification
      by the Supplier to its EPC contractor to commence work under the EPC
      Contract.

	 	 	 
	 	1.91 	
      "NRS" means the Nevada Revised
  Statutes.



10 





		1.92 	
      "OATT" means Transmission Provider's or Control
      Area Operator's then-effective Open Access Transmission Tariff, which has
      been accepted for filing by the FERC. 

	 	  	
       

		1.93 	
      "Off-Peak" means hours ending 0100 through 0600
      PPT, hours ending 2300 through 2400 PPT and all hours Sunday and NERC
      designated holidays. 

	 	  	
       

		1.94 	
      "Off-Peak Delivered Amount" means Delivered Amount
      that is delivered during an Off-Peak Delivery Hour. 

	 	  	
       

		1.95 	
      "On-Peak" means hours ending 0700 through 2200 PPT
      Monday through Saturday, other than on NERC designated holidays.


	 	  	
       

		1.96 	
      "Operating Representative" of a Party means any of
      the individuals designated by that Party, as set forth in Exhibit 4, to
      transmit and receive routine operating and Emergency communications
      required under this Agreement. A Party may change any of its Operating
      Representatives by providing notice of the change to the other Party in
      accordance with the notice procedures set forth in Section 28.1 herein.
      

	 	  	
       

	 	1.97 	
      "Operating Security" has the meaning ascribed to
      that term in Section 16.2. 

	 	  	
       

		1.98 	
      "Operation Date" means the first date on which the
      Generating Facility is energized and operates in parallel with the
      Transmission System and delivers Energy to and at the Delivery Point(s).
      

	 	  	
       

		1.99 	
      "PacifiCorp" means PacifiCorp, an Oregon
      corporation and an electric utility, or any Affiliate thereof or any
      successor entity thereto, subject to the applicable rules of the Oregon
      Public Utilities Commission and the FERC. 

	 	  	
       

		1.100 	
      "Party" or "Parties" means each entity set
      forth in the preamble of this Agreement and its permitted successor or
      assigns. 

	 	  	
       

		1.101 	
      "PC" or "Portfolio Energy Credit" means a
      unit of credit which equals one kilowatt-hour of electricity generated,
      acquired or saved (or deemed so) by the Generating Facility, all as
      calculated by the PUCN operations staff and certified by the PC
      Administrator pursuant to the Nevada Renewable Energy Law (or by a
      successor Governmental Authority pursuant to a successor law if the
      Renewable Energy Law is replaced, superseded or preempted by another Law
      or regulatory regime tasked with enforcement of renewable energy quotas by
      utility providers in Nevada). Alternatively, if Buyer so elects in its
      sole discretion in writing to Supplier, a "PC" or "Portfolio Energy
      Credit" will instead equal one (1) kilowatt- hour of electricity
      generated, acquired or saved (or deemed so) by the Generating Facility, as
      calculated by WREGIS and certified by WREGIS. 

	 	  	
       

		1.102 	
      "PC Administrator" means the Person appointed by
      the PUCN to administer the system of portfolio energy credits established
      pursuant to the Portfolio Standard or a successor Governmental Authority pursuant to a
      successor law if the Nevada Renewable Energy Law is replaced, superseded
      or preempted by another Law or regulatory regime tasked with enforcement
      of renewable energy quotas by utility providers in Nevada. 



11 





	 	1.103 	
      "PC Performance Factor" means ninety-five
      hundredths (.95). 

	 	  	
       

	 	1.104 	
      "PC Replacement Costs" has the meaning ascribed to
      that term in Section 3.6.1. 

	 	  	
       

	 	1.105 	
      "PC Shortfall" has that meaning ascribed to that
      term in Section 3.6.1. 

	 	  	
       

	 	1.106 	
      "PC Shortfall Amount" has the meaning ascribed to
      that term in Section 3.6.1. 

	 	  	
       

		1.107 	
      "Penalties" means any penalties, fines, damages,
      or sanctions attributable to Supplier's failure to perform under this
      Agreement and actually imposed on Buyer pursuant to an order issued by any
      Governmental Authority, the Transmission Provider or the Control Area
      Operator. 

	 	  	
       

	 	1.108 	
      "Performance Factor" means ninety-five hundredths
      (0.95). 

	 	  	
       

		1.109 	
      "Person" or "Persons" means any natural
      person, partnership, limited liability company, joint venture,
      corporation, trust, unincorporated organization, or Governmental
      Authority. 

	 	  	
       

	 	1.110 	
      "Planned Outages" has the meaning ascribed to that
      term in Article 10. 

	 	  	
       

		1.111 	
      "Portfolio Standard" means the amount of
      electricity that Buyer must generate, acquire, or save from renewable
      energy systems or efficiency measures specified by the percentage of the
      total amount of electricity sold by Buyer to its retail customers in the
      State of Nevada pursuant to the Renewable Energy Law, as established
      pursuant to NRS 704.7821, and the regulations, guidance and requirements
      promulgated thereunder, as may be amended, preempted or superseded from
      time to time (or pursuant to a successor law if the Nevada Renewable
      Energy Law is replaced, superseded or preempted by another Law or
      regulatory regime tasked with enforcement of renewable energy quotas by
      utility providers in Nevada). 

	 	  	
       

		1.112 	
      "Power Quality Standards" means the Power Quality
      Standards established by NERC, WECC, Buyer, IEEE-SA, National Electric
      Safety Code, the National Electric Code, or their respective successor
      organizations or codes, as they may be amended or superseded from time to
      time, and consistent with Good Utility Practice. 

	 	  	
       

		1.113 	
      "PPT" or "Pacific Prevailing Time" means
      Pacific Standard Time or Pacific Daylight Time, whichever is then
      prevailing in Las Vegas, Nevada. 

	 	  	
       

		1.114 	
      "Product" means (a) all Energy produced at the
      Project Site or by the Generating Facility, (b) all PCs (and any
      equivalent rights in any other jurisdiction) arising from the Project Site or the Generating Facility, and (c)
      all Renewable Energy Benefits arising from the Project Site or the
      Generating Facility.




12 





		1.115 	
      "Product Rate" means the applicable rate(s) set
      forth in Exhibit 2A under "Product Rates." 

	 	  	
       

	 	1.116 	
      "Project Milestone" means each of the milestones
      listed in Exhibit 6. 

	 	  	
       

		1.117 	
      "Project Milestone Schedule" means the schedule of
      Project Milestones, completion dates and required documentation specified
      in Exhibit 6. 

	 	  	
       

		1.118 	
      "Project Site" means the site for the Generating
      Facility, as more particularly described on Exhibit 3A and depicted on
      Exhibit 3B. 

	 	  	
       

		1.119 	
      "PTC" means the production tax credit established
      pursuant to Section 45 of the United States Internal Revenue Code of 1986,
      as such Law may be amended or superseded. 

	 	  	
       

		1.120 	
      "PUCN" means the Public Utilities Commission of
      Nevada and any successor entity thereto. 

	 	  	
       

		1.121 	
      "PUCN Approval Date" means the date on which an
      order of the PUCN approving this Agreement becomes effective pursuant to
      NAC §703.790, as such Law may be amended or superseded. 

	 	  	
       

		1.122 	
      "PUCN Approval Deadline" with respect to any
      matter submitted to the PUCN for approval means the expiration of the time
      period provided for by Nevada Law during which the PUCN is required to
      either approve or specify inadequacies with respect to such matter.
  

	 	  	
       

		1.123 	
      "QF" means a cogeneration or small power
      production facility which meets the criteria as defined in Title 18, Code
      of Federal Regulations, §§ 292.201 through 292.207, as such Law may be
      amended or superseded. 

	 	  	
       

		1.124 	
      "Qualified Financial Institution" means a
      financial institution having an office in the United States, with total
      assets of at least ten billion dollars ($10,000,000,000) U.S. and whose
      Credit Rating is at least "A" by S&P and "A2" by Moody's. 

	 	  	
       

	 	1.125 	
      "Relevant Rating Agency" means Moody's or S&P.
      

	 	  	
       

		1.126 	
      "Renewable Energy Benefits" means any and all
      renewable and environmental attributes, emissions reductions, credits,
      offsets, allowances reporting rights and benefits, however entitled, (a)
      available, allocated, assigned, awarded, certified or otherwise
      transferred or granted to Supplier or Buyer by the PC Administrator or any
      Governmental Authority in any jurisdiction in connection with the
      Generating Facility; or (b) associated with the production of energy from
      the Generating Facility or based in whole or part on the Generating
      Facility's use of renewable resources for generation or because the
      Generating Facility constitutes a renewable energy system or the like or because the
      Generating Facility does not produce greenhouse gasses, regulated
      emissions or other pollutants, whether any such credits, offsets,
      allowances or benefits exist now or in the future or whether they arise
      under existing Law or any future Law or whether such credit, offset,
      allowance or benefit or any Law, or the nature of such, is foreseeable or
      unforeseeable, but in all cases shall not mean PCs or Tax Credits.
      Renewable Energy Benefits includes such credits, offsets, allowance or
      benefits attributable to Energy generated by and Energy consumed by the
      Generating Facility, such as Station Usage (parasitic load). 



13 





		1.127 	
      "Renewable Energy Law" means an act of the Nevada
      Legislature relating to energy and requiring certain providers of electric
      service to comply with the portfolio standard for renewable energy, and
      providing for other matters relating thereto, codified as NRS §704.7801 to
      §704.7828, inclusive, and the rules and regulations of WREGIS, and the
      regulations, guidance and other requirements promulgated thereunder, in
      each case as such Laws, regulations, guidance and requirements may be
      amended, preempted or superseded. 

	 	  	
       

		1.128 	
      "Renewable Energy System" means a generation
      facility that is both a "renewable energy system" as defined in the
      Renewable Energy Law and a "renewable Generating Unit" under WREGIS.
    

	 	  	
       

	 	1.129 	
      "Replacement Costs" has the meaning ascribed to
      that term in Section 3.5.3. 

	 	  	
       

	 	1.130 	
      "Seasonal Period" means a Summer Period or a
      Winter Period. 

	 	  	
       

		1.131 	
      "Second Operation Date" shall mean the date that
      the Second Unit is energized and operates in parallel with the
      Transmission System and delivers energy to and at the Delivery Point.
    

	 	  	
       

		1.132 	
      "Second Unit" means a second generating unit with
      a nameplate capacity of no more than 14.69 MW installed on the Project
      Site within three (3) years after the Commercial Operation Date, as
      described on Exhibit 1. 

	 	  	
       

	 	1.133 	
      "Shortfall" has the meaning ascribed to that term
      in Section 3.5.1. 

	 	  	
       

		1.134 	
      "Sierra Pacific Power Company" means Sierra
      Pacific Power Company, a Nevada corporation, d/b/a NV Energy, and an
      operating electric public utility, or any successor entity thereto,
      subject to the applicable rules of the PUCN, CPUC and the FERC. 

	 	  	
       

		1.135 	
      "Standard and Poor's" or "S&P" means
      Standard and Poor's Ratings Group, a division of McGraw Hill, Inc. and any
      successor entity thereto. 

	 	  	
       

		1.136 	
      "Standby Service" means the electric service
      supplied by Sierra Pacific Power Company for Station Usage pursuant to
      Schedule LSR, Large Standby Service Rider, as such tariff is in effect and
      as may be amended from time to time. 



14 





	 	1.137 	
      "Station Usage" means all electric energy used by
      the Generating Facility. 

	 	  	
       

		1.138 	
      "Stub Period" means the period of time commencing
      on the Commercial Operation Date and ending on December 31 of the calendar
      year in which the Commercial Operation Date occurs (provided, however,
      that if the Commercial Operation Date occurs on January 1, then the term
      "Stub Period" will have no application to this Agreement). 

	 	  	
       

		1.139 	
      "Stub Period Index" means with respect to the Stub
      Period, the simple average of all Average Monthly COB Firm Prices for all
      full calendar months comprising the Stub Period. 

	 	  	
       

	 	1.140 	
      "Stub Period Shortfall Amount" has the meaning
      provided in Section 3.5.2. 

	 	  	
       

		1.141 	
      "Stub Period Supply Amount" with respect to the
      Stub Period, means the sum of all Monthly Supply Amounts with respect to
      all full calendar months comprising the Stub Period . 

	 	  	
       

		1.142 	
      "Summer Period" means the contiguous period
      comprising the calendar months of May, June, July, August and September.
      

	 	  	
       

		1.143 	
      "Supplier" has the meaning set forth in the
      preamble of this Agreement and includes such Person's permitted successors
      and assigns. 

	 	  	
       

		1.144 	
      "Supplier's Lenders" means any Persons, and their
      permitted successors and assignees, providing funding in connection with
      any development, bridge, construction, permanent debt or tax equity
      financing or refinancing for the Generating Facility. 

	 	  	
       

		1.145 	
      "Supplier's Required Regulatory Approvals" means
      the approvals, consents, authorizations or permits of, or filings with or
      notifications to the Governmental Authorities listed on Exhibit 10.
  

	 	  	
       

		1.146 	
      "Supply Amount" means, with respect to any
      Delivery Hour, the amount of Energy stated in Exhibit 13. 

	 	  	
       

		1.147 	
      "Tax" or "Taxes" means any federal, state,
      local or foreign income, gross receipts, license, payroll, employment,
      excise, severance, stamp, occupation, premium, windfall profits,
      environmental, customs duties, capital stock, franchise, profits,
      withholding, social security (or similar), unemployment, disability, real
      property (including assessments, fees or other charges based on the use or
      ownership of real property), personal property, transactional, sales, use,
      transfer, registration, value added, alternative or add-on minimum,
      estimated tax, or other tax of any kind whatsoever, or any liability for
      unclaimed property or escheatment under common law principles, including
      any interest, penalty or addition thereto, whether disputed or not,
      including any item for which liability arises as a transferee or
      successor-in-interest. 



15 





		1.148 	
      "Tax Credits" means any state, local and/or
      federal production tax credit, tax deduction and/or investment tax credit
      specific to the production of renewable energy and/or investments in
      renewable energy facilities. 

	 	  	
       

	 	1.149 	
      "Term" has the meaning ascribed to that term in
      Section 2.2. 

	 	  	
       

		1.150 	
      "Transmission Provider" means Buyer or any
      successor operator or owner of the Transmission System. 

	 	  	
       

		1.151 	
      "Transmission System" means the facilities used
      for the transmission of electric energy in interstate commerce, including
      any modifications or upgrades made to such facilities, owned or operated
      by the Transmission Provider, except the Interconnection Facilities.
    

	 	  	
       

		1.152 	
      "WECC" means the Western Electric Coordinating
      Council (formerly Western System Coordinating Council) and any successor
      entity thereto. 

	 	  	
       

		1.153 	
      "Winter Period" with respect to any calendar year,
      means the non-contiguous period comprised of the calendar months of
      January, February, March, April, October, November and December.


	 	  	
       

		1.154 	
      "WREGIS" means the Western Renewable Energy
      Generation Information System, or a successor organization/system.
  

	 	  	
       

		1.155 	
      "Yearly PC Amount" means the amount of PCs for a
      Contract Year stated in Exhibit 18 . 




	2. 	
      TERM; TERMINATION AND SURVIVAL OF
      OBLIGATIONS




	 	2.1 	
      Effective Date; Termination of Original PPA. This
      Agreement shall become effective on the Effective Date. Upon approval of
      this Agreement by the PUCN, the Original PPA shall be terminated in full
      and all rights and obligations with respect to any Generating Facility at
      the Project Site shall be solely as set forth herein.

	 	 	 
	 	2.2 	
      Term. Supplier's obligation to deliver Product,
      and Buyer's obligation to accept and pay for Product, under this Agreement
      shall commence on the Operation Date and shall continue for a period of
      twenty five (25) years from January 1 immediately following the Commercial
      Operation Date, subject to earlier termination of this Agreement pursuant
      to the terms hereof (the "Term"); provided, however, that
      unless the approvals described in Section 15.2 (PUCN Approval) are
      received as contemplated thereby, Buyer shall not be obligated to accept
      or pay for any Product, unless Buyer waives its right to terminate this
      Agreement pursuant to Section 15.3.



16 





	 	2.3 	
      Termination.




	 	2.3.1 	
      Mutual Agreement. This Agreement may be terminated
      by written agreement of the Parties.

	 	 	 
	 	2.3.2 	
      For Cause. This Agreement may be terminated at any
      time by the Non- Defaulting Party upon ten (10) Business Days' prior
      notice to the Defaulting Party if an Event of Default has occurred and is
      continuing after the applicable Cure Period (if any) set forth in Section
      23.2 has expired. This Agreement may be terminated by Buyer if Supplier
      has incurred Daily Delay Damages for a period of two hundred ten (210)
      days without achieving Commercial Operation.

	 	 	 
	 	2.3.3 	
      Optional Termination. This Agreement may be
      terminated in accordance with Article 15 in the event the PUCN approval is
      not obtained or is granted with conditions that are not reasonably
      acceptable to Buyer.

	 	 	 
	 	2.3.4 	
      Limitation of Replacement Costs or PC Replacement
      Costs. This Agreement may be terminated in accordance with Section
      3.5.6.

	 	 	 
	 	2.3.5 	
      Force Majeure. This Agreement may be terminated by
      a Party if the other Party's obligations hereunder have been excused by
      the occurrence of an event of Force Majeure pursuant to Article 19 for
      longer than twelve (12) consecutive months.




	 	2.4 	
      Effect of Termination - Survival of Obligations.
      Any termination of this Agreement or expiration of the Term shall not
      release either Party from any applicable provisions of this Agreement with
      respect to:




	 	2.4.1 	
      The payment of any amounts owed to the other Party
      arising prior to or resulting from termination of, or on account of breach
      of, this Agreement;

	 	 	 
	 	2.4.2 	
      Indemnity obligations contained in Article 17, which
      shall survive to the full extent of the statute of limitations period
      applicable to any third-party claim;

	 	 	 
	 	2.4.3 	
      Limitation of liability provisions contained in Article
      18;

	 	 	 
	 	2.4.4 	
      For a period of two (2) years after the termination date,
      the right to submit a payment dispute pursuant to Article 20; or

	 	 	 
	 	2.4.5 	
      The resolution of any dispute submitted pursuant to
      Article 20 prior to, or resulting from,
termination.



17 





	3. 	
      SUPPLY SERVICE
OBLIGATIONS




	 	3.1 	
      Supply Amount. Subject to the other provisions of
      this Agreement, commencing on the Commercial Operation Date, Supplier
      shall supply and deliver the Supply Amount to Buyer at the Delivery
      Point(s).

	 	 	 
	 	3.2 	
      Dedication. All Product shall be dedicated
      exclusively to Buyer for so long as this Agreement is in force and effect.
      Supplier shall not, without Buyer's prior written consent (which Buyer may
      withhold in its sole discretion), (a) sell, divert, grant, transfer, or
      assign Product to any Person other than Buyer, (b) provide Buyer with
      electric energy, PCs, or Renewable Energy Benefits from any source other
      than the Generating Facility or (c) divert, redirect or make available the
      geothermal resource available to the Generating Facility to another
      generating facility, or any third party, such that the diversion of the
      geothermal resource results in a reduction below the Supply Amount
      produced by the Generating Facility. The Parties agree that remedies at
      Law may be inadequate to protect each other in the event of a breach of
      this Section 3.2, and the Supplier hereby in advance agrees that the Buyer
      shall be entitled to seek without proof of actual damages, temporary,
      preliminary and permanent injunctive relief from any Governmental
      Authority of competent jurisdiction restraining the Supplier from
      committing or continuing any breach of this Section 3.2.

	 	 	 
	 	3.3 	
      Energy Delivery; Change in
Law.




	 	3.3.1 	
      General. Buyer shall take delivery of the Energy,
      including any Excess Energy, at the Delivery Point(s) in accordance with
      the terms of this Agreement. Supplier shall be responsible for all costs
      associated with delivery of the Energy, including any Excess Energy, to
      and at the Delivery Point(s). Buyer shall be responsible for all costs
      associated with delivery of the Energy, including any Excess Energy, from
      the Delivery Point(s). Notwithstanding anything in this Agreement to the
      contrary (other than Section 3.3.2, which will govern to the extent of any
      inconsistency with the following), Buyer shall be obligated to purchase or
      accept delivery of Energy and any Excess Energy from the Generating
      Facility only if the Generating Facility is at the time qualified as a
      Renewable Energy System and Buyer receives the PCs associated with such
      Energy and any Excess Energy as contemplated by this Agreement.



18 




	 	 	 
	 	3.3.2 	
      Change in Law. In the event that a Change in Law
      occurs, then, notwithstanding any other term or provision of this
      Agreement to the contrary, Supplier shall be required to expend sums up to
      the Compliance Cap to maintain the Renewable Energy System status of the
      Generating Facility, and to cause the PCs associated with the Energy and
      Excess Energy from the Generating Facility to be generated and received by
      Buyer (even where such expenditure may not be sufficient to comply with
      the Change in Law), provided that in no event will Supplier be required to
      expend more than the Compliance Cap in any Contract Year (prorated for the
      Stub Period as provided in Section 1.21) on Compliance Costs. In
  the event a Change in Law occurs during
the Stub Period or in one Contract Year which provides for a compliance deadline
in a future Contract Year, if necessary to maintain or achieve compliance,
Supplier shall be required to expend sums up to the Compliance Cap during the
Stub Period and in each Contract Year from the date of Change in Law until the
compliance deadline. In the event that expenditure of Compliance Costs in an
amount greater than the Compliance Cap will be required in the Stub Period or in
any Contract Year in order to maintain the status of the Generating Facility as
a Renewable Energy System under Nevada Law and the ability of the Generating
Facility to generate PCs for the benefit of the Buyer, then Supplier will notify
Buyer in writing of such occurrence as soon as reasonably practical, and provide
to Buyer Supplier's good-faith and reasonable estimate as to the amount of the
applicable Compliance Costs, and appropriate supporting documentation. Buyer
will have two hundred ten (210) days after receiving such notice and supporting
documentation, in which to notify Supplier in writing whether Buyer will
reimburse Supplier for Compliance Costs in excess of the Compliance Cap for the
Stub Period or such Contract Year. If Buyer elects not to make such
reimbursement, then, notwithstanding Section 3.3.1 to the contrary, following
proof of Supplier's expenditure of the Compliance Cap (even where such
expenditure may not be sufficient to comply with the Change in Law),
Buyer will not be permitted to refuse to take Product at the Product
Rate during the Stub Period or such Contract Year, due to the failure of the
Generating Facility to qualify as a Renewable Energy System or to deliver PCs or
other Renewable Energy Benefits as a result of the failure to comply with the
Change in Law. If Buyer elects to make such reimbursement, then the amount of
the reimbursement will be reflected on Supplier's first monthly invoice to Buyer
after Supplier incurs such amount. The Parties agree that, without limitation of
their other duties pursuant to this Agreement, the Parties will cooperate and
consult with each other, reasonably and in good faith, with respect to the
compliance requirements or implications of any Change in Law (which consultation
will include consultation and discussion of how Compliance Costs may be best
expended, minimized or mitigated, and/or a reasonable plan designed to maintain
the status of the Generating Facility as a Renewable Energy System under Nevada
Law and the ability of the Generating Facility to generate PCs for the benefit
of the Buyer) with a view toward optimizing Renewable Energy Benefits available
to Buyer hereunder, subject to Supplier's annual limitation on Compliance Costs
provided for in this Section 3.3.2. If, as a result of Change in Law, the
Generating Facility is not capable of qualifying as a Renewable Energy System
through the expenditure of any amount of money, Buyer will continue to purchase
the Product at the Product Rate in accordance with the other terms and
conditions of this Agreement and subject to Supplier's compliance with other
terms of conditions of this Agreement. In the event of any Change in Law, the
Parties will negotiate and agree upon an equitable adjustment to the Yearly PC
Supply Amount, consistent with this Section 3.3.2. 



19 





	 	3.4 	
      Consumption. Supplier shall supply its Station
      Usage directly from the Generating Facility, with back-up for such supply
      provided by Standby Service, as governed by the special conditions
      relating to "Backup Power" pursuant to the Sierra Pacific Power Company
      Schedule LSR, Large Standby Service Rider, or any successor rate schedule
      or as may be amended from time to time by the PUCN. In accordance with the
      foregoing, Supplier shall, no later than the Operation Date, acquire
      Standby Service necessary to meet such back-up electrical requirements of
      the Generating Facility, provided, however, for the avoidance of doubt, in
      no event may electrical energy provided by Standby Service be used as
      Energy for purposes of this Agreement. Notwithstanding the foregoing,
      Supplier may in its discretion use an on-site generator on an intermittent
      basis as necessary to supply Station Usage so long as (a) Supplier does
      not use such a generator to supply (i) Station Usage during periods when
      the Generating Facility is available to supply Station Usage or (ii)
      electrical energy to Buyer under this Agreement and (b) use of such a
      generator does not cause the Generating Facility to fail to qualify as a
      Renewable Energy System or the Product to fail to qualify as “Renewable
      Energy” under Nevada Renewable Energy Law.

	 	 	 
	 	3.5 	
      Shortfall; Replacement
Costs.




	 	3.5.1 	
      With respect to the Stub Period, if the sum of all
      Delivered Amounts is less than the product of (a) the applicable
      Performance Factor multiplied by (b) the difference between (i) the sum of
      all Monthly Supply Amounts with respect to all full calendar months
      comprising the Stub Period minus (ii) the total amount of Energy
      associated with Excused Product Amount during the Stub Period, then a
      shortfall of Energy (a "Shortfall") will be deemed to exist for the
      Stub Period. Thereafter, with respect to each Measurement Period, if the
      sum of all Delivered Amounts is less than the product of (a) the
      applicable Performance Factor multiplied by (b) the difference between (i)
      the applicable Measurement Period Supply Amount minus (ii) the total
      amount of Energy associated with Excused Product Amount, then a Shortfall
      with respect to such Measurement Period will be deemed to exist. The
      Shortfall Amount for such Stub Period or Measurement Period will be
      calculated pursuant to Section 3.5.2 and the Replacement Costs pursuant to
      Section 3.5.3.

	 	 	 
	 	3.5.2 	
      If a Shortfall exists with respect to the Stub Period,
      then a Shortfall Amount will be calculated in accordance with the
      following. "Stub Period Shortfall Amount" means, with respect to
      the Stub Period, an amount expressed in MWh equal to (a) the applicable
      Monthly Supply Amount for the months comprising the Stub Period minus (b)
      the total amount of Energy associated with Excused Product Amount (if any)
      for such Stub Period, minus (c) the sum of all Delivered Amounts during
      the stub Period. If a Shortfall exists with respect to a Measurement
      Period, then a Measurement Period Shortfall Amount will be calculated in
      accordance with the following. "Measurement Period Shortfall
      Amount" means, with respect to a Measurement Period, an amount expressed in
      MWh equal to (a) the applicable Measurement Period Supply Amount minus (b)
      the total amount of Energy associated with Excused Product Amount (if any)
      for such Measurement Period, minus (c) the sum of all Delivered Amounts.
      For the avoidance of doubt, if the calculation set forth in the preceding
      sentences yields an amount of zero or less for the Stub Period or a
      Measurement Period, then no Stub Period Shortfall Amount or Measurement
      Period Shortfall Amount will be deemed to exist with respect to such Stub
      Period or Measurement Period.



20 





	 	3.5.3 	
      With respect to the Stub Period if a Stub Period
      Shortfall Amount exists and each Measurement Period for which a
      Measurement Period Shortfall Amount exists in accordance with Section
      3.5.2, the Buyer's "Replacement Costs" with respect to such Stub
      Period or Measurement Period shall equal (a) the Stub Period Shortfall
      Amount or Measurement Period Shortfall Amount, as applicable,
      multiplied by (b) the amount equal to (i) the Buyer's cost to replace the
      Stub Period Shortfall Amount or Measurement Period Shortfall Amount, as
      applicable (as described in the following sentence) minus (ii) the
      applicable Product Rate. The Buyer's cost to replace any Stub Period
      Shortfall Amount or Measurement Period Shortfall Amount, with respect to
      each MWh of Stub Period Shortfall Amount or Measurement Period Shortfall
      Amount, will equal the Stub Period Index or Measurement Period Index, as
      applicable. Notwithstanding anything in the foregoing to the contrary, if
      the calculation of Replacement Costs as set forth in this Section 3.5.3
      yields an amount of zero or less for the Stub Period or a Measurement
      Period, then no Replacement Costs will be payable with respect to the Stub
      Period or such Measurement Period.

	 	 	 
	 	3.5.4 	
      Within five (5) Business Days after the end of the Stub
      Period in which a Shortfall has occurred and any Measurement Period in
      which a Shortfall has occurred, Supplier will calculate the Replacement
      Costs with respect to such Stub Period Shortfall Amount or Measurement
      Period Shortfall Amount and provide Buyer with written notice of such
      calculation. Such Replacement Costs shall be reflected on the Invoice for
      the same Billing Period in which such Replacement Costs are
    calculated.

	 	 	 
	 	3.5.5 	
      The Parties recognize and agree that the payment of
      amounts by Supplier pursuant to this Section 3.5 is an appropriate remedy
      and that any such payment does not constitute a forfeiture or penalty of
      any kind, but rather constitutes anticipated costs to Buyer under the
      terms of this Agreement. The Parties further acknowledge and agree that
      the damages for the failure of Supplier to supply and deliver Energy are
      difficult or impossible to determine, or otherwise obtaining an adequate
      remedy is inconvenient and the damages calculated hereunder constitute a
      reasonable approximation of the harm or loss.



21 





	 	3.5.6 	
      In the event that Supplier has paid Replacement Costs
      and/or PC Replacement Costs to Buyer pursuant to Section 3.5 and/or
      Section 3.6 with respect to every Measurement Period occurring over a
      period of three (3) consecutive Contract Years , Supplier shall have no
      further liability hereunder to pay Replacement Costs or PC Replacement
      Costs to Buyer after such third consecutive Contract Year , provided that
      in such event Buyer may, in its sole discretion, either (a) terminate this
      Agreement after such third consecutive Contract Year upon one hundred
      twenty (120) days written notice to Supplier, provided that such written
      notice must be provided by Buyer within one hundred eighty (180) days
      after the expiration of such third consecutive Contract Year or (b) elect
      to accept an offer from Supplier to reduce the Annual Supply Amount and/or
      the Yearly PC Amount, together with proportional reductions to the Monthly
      Supply Amounts and Supply Amount, which offer Supplier shall deliver to
      Buyer within fifteen (15) days after timely payment of such Replacement
      Costs and/or PC Replacement Costs for such third consecutive Contract
      Year]. Notwithstanding the foregoing, if Buyer elects to accept such
      Supplier offer to reduce the Annual Supply Amount, Yearly PC Amount,
      Monthly Supply Amounts and Supply Amounts, then such reductions will
      become effective, retroactively, commencing upon the beginning of the
      Contract Year in which Buyer has accepted such offer. Supplier's
      obligation to pay Replacement Costs and PC Replacement Costs to Buyer
      pursuant to this Section 3.5 shall be reinstated, and Supplier shall
      deliver to Buyer revised Exhibits 13 and 18 setting forth the reduced
      amounts as reflected in the offer accepted by Buyer (in form reasonably
      acceptable to Buyer), and such revised Exhibits 13 and 18 will be deemed
      attached to this Agreement as the new Exhibits 13 and 18 for all purposes.
      If Buyer delivers a written notice to Supplier of Buyer's intent to
      terminate this Agreement pursuant to this Section 3.5.6, then Supplier may
      within thirty (30) days of receipt of such termination notice provide
      Buyer written notice that Supplier agrees to continue its obligation to
      pay Replacement Costs to Buyer pursuant to this Section 3.5 and upon
      Buyer's receipt of such notice, provided that Supplier has paid all
      Replacement Costs incurred prior to such date, (x) Buyer's termination
      notice shall automatically be deemed rescinded and (y) Supplier's
      obligation to pay Replacement Costs to Buyer pursuant to this Section 3.5
      shall be reinstated.

	 	 	 
	 	3.5.7 	
      As soon as practicable following any period of (a) Force
      Majeure, (b) the inability of Buyer to accept Energy (other than as
      permitted under this Agreement), (c) Emergency (except for an Emergency
      with respect to the Generating Facility that is not also a Force Majeure),
      (d) Planned Outage, or (e) Curtailed Product, in each case as a result of
      which Supplier has failed to deliver Product to Buyer during such period
      and, subject to the terms of this Agreement, such failure and Supplier's
      liability for damages therefor were excused, Supplier shall calculate the
      amount of Energy that Supplier was unable to generate and deliver to Buyer
      at the Delivery Point(s) solely as a result of such event. Supplier shall
      provide Buyer its calculations and include all relevant back-up data and other
information reasonably requested by Buyer. If Buyer disagrees with the
calculation of the Excused Product Amount, then the Excused Product Amount will
be determined through the dispute resolution provisions of Article 20.



22 




	 	 	
       
	 	3.6 	
      PC Replacement Costs.




	 	3.6.1 	
      If after the PC Administrator issues all the PC
      statements or certificates for the Stub Period or a Contract Year there is
      a PC Shortfall, then Supplier shall pay Buyer for the replacement costs
      associated with such PC Shortfall and calculated in accordance with
      Section 3.6.2 ("PC Replacement Costs"). A "PC Shortfall,"
      with respect to the Stub Period means the occurrence of the following with
      respect to such Stub Period: the sum of all Delivered PCs during the Stub
      Period is less than the product of (a) the PC Performance Factor
      multiplied by (b) an amount equal to (i) the Yearly PC Amount divided by
      twelve (12) and (ii) multiplied by the number of full months in the Stub
      Period minus (c) the total amount of PCs associated with Excused Product
      Amount during the Stub Period. A PC Shortfall with respect to a Contract
      Year , means the occurrence of the following with respect to such Contract
      Year : the sum of all Delivered PCs is less than the product of (a) the PC
      Performance Factor multiplied by (b) an amount equal to (i) the Yearly PC
      Amount minus (ii) the total amount of PCs associated with Excused Product
      Amount. "PC Shortfall Amount," with respect to the Stub Period
      means (a) the Yearly PC Amount divided by the number of full months in the
      Stub Period, minus (b) the total amount of PCs associated with Excused
      Product Amount during the Stub Period; minus (c) Delivered PCs for the
      Stub Period. PC Shortfall Amount with respect to any Contract Year , means
      (a) the Yearly PC Amount; minus (b) the total amount of PCs associated
      with Excused Product Amount; minus (c) Delivered PCs. If the calculation
      of the PC Shortfall Amount set forth in this Section 3.6.1 yields an
      amount of zero or less for the Stub Period or a Contract Year, then no PC
      Shortfall will be deemed to exist with respect to such Stub Period or
      Contract Year .

	 	 	 
	 	3.6.2 	
      The PC Replacement Costs shall be determined by Buyer
      exercising its reasonable discretion based on the estimated cost of
      purchasing replacement PCs of comparable character and with a comparable
      expiration date or the cost of replacing PCs not delivered with PCs of
      Buyer's choice already in Buyer's PC Account; provided,
      however, that Buyer shall not be required to actually purchase such
      replacement PCs in order to receive payment from Supplier for PC
      Replacement Costs. The Parties recognize and agree that the payment of
      amounts by Supplier pursuant to this Section 3.6, together with any
      Penalties allocable to Supplier's proportionate amount of Buyer's
      aggregate shortfall under the applicable Portfolio Standard (factoring in
      Supplier's shortfall in prior years carried forward as a deficit or
      reducing the surplus in such prior years) is an appropriate remedy and
      that any such payment does not constitute a forfeiture or penalty of any kind, but rather
constitutes anticipated costs to Buyer under the terms of this Agreement. The
Parties further acknowledge and agree that the amount payable by Supplier
pursuant to this Section 3.6 are difficult or impossible to determine, or
otherwise obtaining an adequate remedy is inconvenient and the damages
calculated hereunder constitute a reasonable approximation of the harm or
loss.



23 




	 	 	
       
	 	3.6.3 	
      All information used by Buyer to establish PC Replacement
      Costs shall be verifiable by Supplier; and Buyer shall provide reasonable
      access to all such information supporting calculations within five (5)
      Business Days of Supplier's request for such information. Supplier agrees
      to execute a confidentiality agreement regarding the review of this
      information upon request by Buyer.




	 	3.7 	
      Adjustment to Annual Supply
  Amount.




	 	3.7.0 	
      Baseline Decrease to Annual Supply Amount. No
      later than the Commercial Operation Date, Supplier may, only once as set
      forth herein, decrease the Annual Supply Amount, Monthly Supply Amounts,
      Supply Amount, and Yearly PC Amount such that the decreased Annual Supply
      Amount shall not be less than fifty percent (50%) of the original Annual
      Supply Amount as of the Effective Date, and (a) the Supply Amount and
      Monthly Supply Amount need not decrease in the same proportion as the
      decrease of the Annual Supply Amount, but the sum of all Supply Amounts
      and Monthly Supply Amounts over a calendar year must equal the new Annual
      Supply Amount, and (b) the Yearly PC Amount shall never correspond to less
      than one hundred twenty five percent (125%) of the decreased Annual Supply
      Amount. Supplier may exercise its adjustment right pursuant to this
      Section 3.7.0 by delivery of written notice thereof to Buyer. Any
      adjustment to Annual Supply Amount, Monthly Supply Amounts, Supply Amount
      and Yearly PC Amount provided for in this Section 3.7.0 shall apply
      beginning with the first day of Commercial Operation. If Supplier lowers
      the Annual Supply Amount to less than eighty percent (80%) of the original
      Annual Supply Amount as of the Effective Date, then Supplier will not be
      permitted to lower the Annual Supply Amount further pursuant to Section
      3.7.1.

	 	 	 
	 	3.7.1 	
      Baseline Adjustment to Annual Supply Amount. No
      later than September 30th of the first full Contract Year,
      Supplier may, only once as set forth herein, increase or decrease, the
      Annual Supply Amount, Monthly Supply Amounts, Supply Amount, and Yearly PC
      Amount as follows: (a) pursuant to this Section 3.7.1, the Annual Supply
      Amount may not be increased to more than one hundred and twenty percent
      (120%) of the original Annual Supply Amount as of the Effective Date, and
      may not be decreased to less than eighty percent (80%) of the original
      Annual Supply Amount as of the Effective Date, (b) the Supply Amount and
      Monthly Supply Amount need not increase or decrease in the same proportion
      as the increase or decrease of the Annual Supply Amount, but the
sum of all Supply Amounts and Monthly Supply Amounts over a calendar year must
equal the new Annual Supply Amount, (c) the Yearly PC Amount shall never
correspond to less than one hundred twenty five percent (125%) of the increased
or decreased Annual Supply Amount, and (d) the Supply Amount shall not exceed
the Maximum Amount. Supplier may exercise its adjustment right pursuant to this
Section 3.7.1 by delivery of written notice thereof to Buyer, accompanied, in
the case of an upward adjustment, by delivery to Buyer of the increase in
Development Security (or Operating Security, if Operating Security is required
to be posted at the time such upward adjustment right is exercised) that
Supplier is required to post in connection with its exercise of this Section
3.7.1 and as further described in Section 16.1 (with respect to Development
Security) or Section 16.2 (with respect to Operating Security). Any adjustment
to Annual Supply Amount, Monthly Supply Amounts, Supply Amount and Yearly PC
Amount provided for in this Section 3.7.1 shall only apply beginning with the
first day of the next Contract Year following receipt of such an adjustment. 



24 




	 	 	
       
	 	3.7.2 	
      Periodic Increases to Annual Supply Amount. After
      the end of the first Contract Year, Supplier may increase the Annual
      Supply Amount, Monthly Supply Amounts, Supply Amount and Yearly PC Amount,
      by providing written notice of such increase to Buyer no later than June
      30th, provided that: (a) the increased Annual Supply Amount shall not be
      greater than one hundred and ten percent (110%) of the original Annual
      Supply Amount as of the Effective Date (or the Annual Supply Amount as
      modified pursuant to Section 3.7.0 and 3.7.1, if so modified) and the
      change in the percentage from the previous Annual Supply Amount may not be
      greater than five percent (5%), (b) the Supply Amount and Monthly Supply
      Amount need not increase in the same proportion as the increase of the
      Annual Supply Amount, but the sum of all Supply Amounts and Monthly Supply
      Amounts over a calendar year must equal the new Annual Supply Amount, (c)
      the Yearly PC Amount shall never correspond to less than one hundred
      twenty five percent (125%) of the increased Annual Supply Amount, and (d)
      the Supply Amount shall not be increased above the Maximum Amount. If
      Supplier provides such notice on or prior to June 30th , then
      each increase to Annual Supply Amount, Monthly Supply Amounts, Supply
      Amount and Yearly PC Amount provided for in this Section 3.7.2 shall apply
      to the next full Contract Year subsequent to the Contract Year in which
      Supplier provides notice of such an increase and the remaining Contract
      Years during the Term. If Supplier provides such notice after June
      30th , then each increase to Annual Supply Amount, Monthly
      Supply Amounts, Supply Amount and Yearly PC Amount provided for in this
      Section 3.7.2 shall apply to the second full Contract Year subsequent to
      the Contract Year in which Supplier provides notice of such increase and
      the remaining Contract Years during the Term, and shall not apply to the
      first Contract Year subsequent to the Contract Year in which Supplier
      provides notice of such an increase.



25 





	 	3.7.3 	
      Periodic Reductions to Annual Supply Amount. After
      the end of the first Contract Year, Supplier may reduce the Annual Supply
      Amount, Monthly Supply Amounts, Supply Amount and Yearly PC Amount, by
      providing written notice of such reduction to Buyer, provided that: (a)
      the reduced Annual Supply Amount shall be greater than or equal to ninety
      percent (90%) of the original Annual Supply Amount as of the Effective
      Date (or the Annual Supply Amount modified pursuant to Section 3.7.0 and
      3.7.1, if so
      modified) and the change in the percentage from the previous Annual Supply
      Amount may not be greater than five percent (5%), (b) the Supply Amount
      and Monthly Supply Amount need not decrease in the same proportion as the
      decrease of the Annual Supply Amount, but the sum of all Supply Amounts
      and Monthly Supply Amounts over a calendar year must equal the new Annual
      Supply Amount, (c) the Yearly PC Amount shall never correspond to less
      than one hundred twenty five percent (125%) of the decreased Annual Supply
      Amount, and (d) a reduction in the Annual Supply Amount, Monthly Supply
      Amounts, Supply Amount or Yearly PC Amount shall in no event be made to
      assist, accommodate or otherwise allow for the sale of Product, Energy,
      PCs, or Renewable Energy Benefits to third parties. If Supplier provides
      such notice on or prior to June 30th , then each decrease to
      Annual Supply Amount, Monthly Supply Amount, Supply Amount and Yearly PC
      Amount provided for in this Section 3.7.3 shall apply to the next full
      Contract Year subsequent to the Contract Year in which Supplier provides
      notice of such decrease and the remaining Contract Years during the Term.
      If Supplier provides such notice after June 30th , then each
      decrease to Annual Supply Amount, Monthly Supply Amount, Supply Amount and
      Yearly PC Amount provided for in this Section 3.7.3 shall apply to the
      second full Contract Year subsequent to the Contract Year in which
      Supplier provides notice of such a reduction and the remaining Contract
      Years during the Term, and shall not apply to the first Contract Year
      subsequent to the Contract Year in which Supplier provides notice of such
      a reduction.

	 	 	 
	 	3.7.4 	
      Adjustment to Annual Supply Amount for Second
      Unit. No later than the third (3rd ) anniversary of the
      Commercial Operation Date, Supplier may elect to install the Second Unit.
      If Supplier elects to install the Second Unit, then no later than one year
      prior to the Second Operation Date, Supplier may, as set forth in this
      Section 3.7.4, adjust the Annual Supply Amount, Yearly PC Amount, and
      Supply Amount to reflect the additional Product that will be generated by
      the Second Unit. Pursuant to any such adjustment, the amounts may be
      either increased or decreased such that (a) the adjusted Annual Supply
      Amount for each Contract Year shall not exceed two hundred percent (200%)
      of the original Annual Supply Amount for that Contract Year as of the
      Effective Date, (b) the Supply Amount (including the Annual Supply Amount
      and all Monthly Supply Amounts) need not increase in the same proportion
      as the increase of the Annual Supply Amount for that Contract Year, but
      the sum of all Monthly Supply Amounts over a calendar year must equal the new Annual
Supply Amount, (c) the Yearly PC Amount for each Contract Year need not increase
in the same proportion as the increase of the Annual Supply Amount for that
Contract Year, provided the Yearly PC Amount shall never correspond to less than
125% of the Annual Supply Amount, (d) the Maximum Amount shall increase as
determined by an update to Exhibit 1 identifying the final total nameplate
capacity of the Generating Facility including the Second Unit (or such lesser
amount as may be required by Transmission Provider), (e) the Supply Amount shall
not exceed the Maximum Amount. Supplier may exercise its adjustment right
pursuant to this Section 3.7.4 by delivery of written notice thereof to Buyer,
accompanied by delivery to Buyer of the corresponding increase in Operating
Security that Supplier is required to post in connection with its exercise of
this Section 3.7.4 and as further described in Section 16.2. Any adjustment to
Annual Supply Amount, Monthly Supply Amounts, Supply Amount and Yearly PC Amount
provided for in this Section 3.7.4 shall only apply beginning with the Second
Operation Date. 



26 




	 	 	
       
	 	3.7.5 	
      Special Baseline Adjustment for Second Unit. No
      later than the first (1st) anniversary of the Second Operation Date,
      Supplier may, as set forth in this Section 3.7.5, adjust the Annual Supply
      Amount, Yearly PC Amount, and Supply Amount; provided, however, that the
      amount of any adjustment pursuant to this Section 3.7.5 shall not exceed
      one hundred twenty percent (120%) of the amount of the adjustment to the
      Annual Supply Amount made pursuant to Section 3.7.4 and shall not be less
      than fifty percent (50%) of the amount of the adjustment to the Annual
      Supply Amount made pursuant to Section 3.7.4. By way of example, if the
      initial Annual Supply Amount before adjustment pursuant to Section 3.7.4
      was 100 and was adjusted upward, pursuant to Section 3.7.4, by 50 to 150,
      then the maximum amount that the Annual Supply Amount could be adjusted
      pursuant to this Section 3.7.5 would be 160 (100 plus (50 times 120%)) and
      the minimum would be 125 (100 plus (50 times 50%)). Pursuant to any such
      adjustment, (a) the adjusted Annual Supply Amount for each Contract Year
      shall increase or decrease, as permitted pursuant to the first sentence of
      this Section 3.7.5, (b) the Supply Amount (including the Annual Supply
      Amount and all Monthly Supply Amounts) need not increase or decrease in
      the same proportion as the increase or decrease of the Annual Supply
      Amount for that Contract Year, but the sum of all Monthly Supply Amounts
      over a calendar year must equal the new Annual Supply Amount (c) the
      Yearly PC Amount for each Contract Year need not increase or decrease in
      the same proportion as the increase or decrease of the Annual Supply
      Amount for that Contract Year, provided the Yearly PC Amount shall never
      correspond to less than 125% of the Annual Supply Amount, (d) the Maximum
      Amount shall increase to 29.38 MW (or such lesser amount as may be
      required by Transmission Provider), which will be equal to the final total
      nameplate capacity of the Generating Facility (e) the Supply Amount shall
      not exceed the Maximum Amount. Supplier may exercise its adjustment right
      pursuant to this Section 3.7.5 by delivery of written notice thereof to Buyer, accompanied by
delivery to Buyer of any increase in Operating Security (if Operating Security
is required to be posted at the time such adjustment right is exercised) that
Supplier is required to post in connection with its exercise of this Section
3.7.5 and as further described in Section 16.2. 



27 




	 	 	
       
	 	3.7.6 	
      Exercise of Adjustments; Revised Exhibits.
      Supplier may exercise the adjustment rights provided for in Sections
      3.7.0, 3.7.1, 3.7.4 and 3.7.5 no more than one time. From and after the
      time that Supplier's rights under Sections 3.7.2 and 3.7.3 vest, Supplier
      may exercise the periodic adjustment rights provided for in both such
      sections combined no more than one time per Contract Year (meaning that in
      any Contract Year the Supplier may deliver to Buyer a notice for either an
      increase under Section 3.7.2, or a reduction under Section 3.7.3, but not
      both). With respect to any adjustments made by Supplier pursuant to the
      foregoing Sections 3.7.0, 3.7.1, 3.7.2, 3.7.3, 3.7.4, or 3.7.5 Supplier
      shall deliver to Buyer revised Exhibits 1, 13 and 18 setting forth the
      total nameplate capacity, entirety of the Supply Amount and Yearly PC
      Amount, respectively, which revised exhibits shall have been prepared by
      Supplier in good faith and will be subject to the reasonable approval of
      Buyer as to form and as to determination that the amounts reflected on
      such revised exhibits are reasonable and are in accordance with the
      adjustments as permitted pursuant to the foregoing Section 3.7.0, 3.7.1,
      3.7.2, 3.7.3, 3.7.4, and 3.7.5, and such revised Exhibits 1, 13 and 18
      will be deemed attached to this Agreement as the new Exhibits 1, 13 and 18
      for all purposes.




	 	3.8 	
      Title and Risk of Loss. Title to and risk of loss
      with respect to Energy delivered to Buyer by Supplier in accordance with
      this Agreement shall pass from Supplier to Buyer when such Energy is
      delivered at the Delivery Point(s). Until title passes, Supplier shall be
      deemed in exclusive control of the Energy and shall be responsible for any
      damage or injury caused thereby. After title to the Energy passes to
      Buyer, Buyer shall be deemed in exclusive control of such Energy and shall
      be responsible for any damage or injury caused thereby. Supplier warrants
      that it shall deliver the Energy to Buyer free and clear of all liens,
      security interests, claims and encumbrances or any interest therein or
      thereto by any Person arising prior to or at the Delivery Point.

	 	 	 
	 	3.9 	
      Maximum Liability. Notwithstanding anything in
      this Agreement to the contrary, the maximum amount of damages and
      liabilities of any type in the aggregate with respect to any Biennial
      Period for which Supplier shall be responsible or liable hereunder arising
      out of or relating to any Shortfall or PC Shortfall (including for
      Replacement Costs, PC Replacement Costs and Penalties) shall not exceed
      the amount of the Operating Security (regardless of what amount of
      Operating Security is actually posted with Buyer); provided, however, the
      foregoing is not intended to affect application of Section 23.1.8, or a
      claim for Damages resulting therefrom. The reference to Operating Security
      in this Section 3.9 is for reference to the amount of the liability and
      nothing in this Section 3.9 shall require Buyer to rely on the Operating Security for recovery of the damages and
liabilities contemplated herein.



28 




	 	 	
       
	 	3.10 	
      Optional Introductory
Period.




	 	3.10.1 	
      On or prior to the Commercial Operation Date, Supplier
      may elect to apply an Introductory Period to this Agreement by providing
      written notice to Buyer that it elects such application. If Supplier
      elects to apply the Introductory Period, then during the Introductory
      Period: (a) Supplier will be paid for Delivered Amounts (other than Excess
      Energy) at the Introductory Product Rate, and (b) Supplier will have no
      obligation to pay Replacement Costs and PC Replacement Costs and Penalties
      resulting from a PC Shortfall occurring during the Introductory Period
      pursuant to Section 3.5 and 3.6. The Introductory Period will begin on the
      Commercial Operation Date and end on the last day of the first Contract
      Year, unless terminated earlier pursuant to Section 3.10.2 (the
      "Introductory Period").

	 	 	 
	 	3.10.2 	
      If Supplier elects to apply the Introductory Period
      pursuant to Section 3.10.1, then Supplier may, only once prior to the end
      of the Stub Period, provide written notice that it elects to terminate the
      Introductory Period early, in which case the Introductory Period will end
      at the end of the Stub Period and, beginning on January 1st of
      the first Contract Year, (a) Supplier will be paid for Delivered Amounts
      pursuant to Sections 4.1.2.2 and 4.1.2.3, and (b) Supplier will become
      fully obligated for Replacement Costs and PC Replacement Cost pursuant to
      Section 3.5 and 3.6.




	4. 	
      PRICE OF
PRODUCT




	 	4.1 	
      Product Payments. Supplier shall be paid for the
      Product based on the Delivered Amount of Energy, as
  follows:




	 	4.1.1 	
      Upon the Operation Date and prior to the later of, (i)
      the Commercial Operation Date, (ii) the PUCN Approval Date, or (iii) the
      date the PUCN issues an order not approving this Agreement, all Product
      associated with Delivered Amounts of Energy from the Generating Facility
      (other than the first 3.25 MW of Energy from the Generating Facility which
      will be purchased pursuant to the Original PPA) shall be paid for by Buyer
      at the Excess Product Rate even if the Operation Date occurs prior to the
      PUCN Approval Date. In addition, if Supplier achieves Commercial Operation
      prior to the PUCN Approval Date, all Product associated with Delivered
      Amounts of Energy from the Generating Facility (other than the first 3.25
      MW of Energy from the Generating Facility which will be purchased pursuant
      to the Original PPA) shall be paid for by Buyer at the difference between
      the Product Rate and the Excess Product Rate for Product associated with
      Delivered Amounts of Energy from the Generating Facility for the period
      between COD and the PUCN Approval Date; provided that that Buyer shall not
      be invoiced by Supplier for any such difference between the Excess Product Rate and the Product Rate
until the first regular invoice due after the PUCN Approval Date. 



29 




	 	 	
       
	 	4.1.2 	
      Subsequent to the Commercial Operation Date and PUCN
      Approval Date.




	 	4.1.2.1 	
      If Supplier has elected to apply the Introductory Period
      pursuant to Section 3.10, then all Product associated with Delivered
      Amounts of Energy from the Generating Facility, other than Excess Energy
      (for which the Excess Product Rate shall be paid), during the Introductory
      Period shall be paid for at the Introductory Product Rate set forth in
      Exhibit 2A; provided, however, that Supplier shall be paid at the Excess
      Product Rate for the calendar month in which the Commercial Operation Date
      occurs if the Commercial Operation Date occurs on or after the sixteenth
      (16th ) day of such calendar month.

	 	 	 
	 	4.1.2.2 	
      Thereafter, or if Supplier has not elected to apply the
      Introductory Period, all Product associated with Delivered Amounts of
      Energy from the Generating Facility, other than Excess Energy, shall be
      paid for by Buyer at the Product Rate set forth in Exhibit 2A; provided,
      however, that Supplier shall be paid at the Excess Product Rate for the
      calendar month in which the Commercial Operation Date occurs if the
      Commercial Operation Date occurs on or after the sixteenth (16th
      ) day of such calendar month.

	 	 	 
	 	4.1.2.3 	
      All Product associated with Excess Energy and Excess Off-
      Peak Energy from the Generating Facility, from and after the Commercial
      Operation Date, shall be paid for by Buyer at the Excess Product
    Rate.




	 	4.1.3 	
      Maximum Amount. Buyer shall not be required to
      accept from Supplier any Product delivered during any Delivery Hour in
      excess of the Maximum Amount, and no payment shall be owing to Supplier
      for any Product accepted by Buyer during any Delivery Hour in excess of
      the Maximum Amount.




	 	4.2 	
      Excused Product Amount. For the avoidance of
      doubt, Buyer shall not be required to pay for Product comprising Excused
      Product Amount, except with respect to Curtailed Product, which Buyer will
      pay for in accordance with Section 9.7.

	 	 	 
	 	4.3 	
      Tax Credits. For the avoidance of doubt, the
      Parties agree that neither the Product Rate nor the Excess Product Rate
      are subject to adjustment or amendment if Supplier fails to receive any
      Tax Credits, or if any Tax Credits expire, are repealed or otherwise cease
      to apply to Supplier or the Generation Facilities
in whole or in part, or Supplier or its investors are unable to
benefit from any Tax Credits. 



30 




	 	
       
	5. 	
      PORTFOLIO ENERGY CREDITS/RENEWABLE ENERGY
      BENEFITS




	 	5.1 	
      Delivery of Portfolio Energy
  Credits.




	 	5.1.1 	
      All PCs (and other rights to Portfolio Energy Credits and
      renewable energy credits under any Law or regulatory body (such as
      WREGIS)) and any benefits derived therefrom are exclusively dedicated to
      and vested in Buyer. Supplier shall deliver to Buyer all PCs derived from
      the Generating Facility, including PCs associated with Energy for Station
      Usage. Supplier shall timely prepare and execute all documents and shall
      take all actions necessary under applicable Law and/or WREGIS, applicable
      regulations or other requirements to cause the PCs to vest in Buyer,
      without further compensation, including, but not limited to, (1) taking
      all actions necessary to register or certify the PCs or the Generating
      Facility with the PUCN or any other Person (pursuant to NAC 704.8921 or
      otherwise), (2) causing the automatic transfer of the PCs derived from the
      Generating Facility to Buyer (pursuant to NAC 704.8927 or otherwise)
      (unless Buyer and Supplier mutually agree otherwise) and, (3) providing
      all production data and satisfying the reporting requirements of the PUCN
      or PC Administrator, as applicable.

	 	 	 
	 	5.1.2 	
      Supplier and Buyer agree pursuant to NAC 704.8927 or
      WREGIS (if directed by Buyer), as such requirements may be amended,
      preempted or superseded, that all PCs awarded by the PC Administrator or
      any other regulatory authority in respect of the Generating Facility shall
      be transferred automatically to the PC account of Buyer. Supplier shall
      take all steps necessary to cause the automatic transfer by the PC
      Administrator of such PCs to Buyer's account.

	 	 	 
	 	5.1.3 	
      On or before January 31 of each calendar year following
      the Operation Date, Supplier, as owner or operator of the Renewable Energy
      System, shall deliver to Buyer a written attestation for the prior
      Contract Year (or Stub Period, if applicable) that the Energy represented
      by the kilowatt- hours used to certify Portfolio Energy Credits: (a) has
      not been and will not be used for any Person to obtain renewable energy
      credit in any state or jurisdiction, except for Buyer pursuant to this
      Agreement; (b) sold or otherwise exchanged for compensation or used for
      credit in any other state or jurisdiction; and (c) has not been and will
      not be included within a blended energy product certified to include a
      fixed percentage of renewable energy in any other state or jurisdiction,
      pursuant to Chapter 704 of the NAC, as such laws may be preempted, amended
      or superseded. No Person other than Buyer (or its designee) will be
      entitled to claim Portfolio Energy Credits (or renewable energy credits or
      portfolio energy credit equivalents in any jurisdiction) in connection
      with the Generating Facility. If any Person other than Buyer (or its
      designee) attempts to claim such credits, the Parties agree that remedies at Law may
      be inadequate to protect Buyer in the event of a breach of this Section
      5.1.3, and the Supplier hereby in advance agrees (i) that Buyer shall be
      entitled to seek without proof of actual damages or the necessity of
      posting any bond or other security, temporary, preliminary and permanent
      injunctive relief from any Governmental Authority of competent
      jurisdiction restraining Supplier from committing or continuing any breach
      of this Section 5.1.3, and (ii) that it will promptly undertake all
      necessary actions to prevent such other Person from claiming such rights
      (including joining with or otherwise assisting Buyer in seeking the relief
      described in clause (i)).



31 





		5.2 	
      Renewable Energy Benefits. All Renewable Energy
      Benefits shall be exclusively dedicated to and shall be vested in Buyer
      and Supplier hereby transfers to Buyer all Renewable Energy Benefits.
      Supplier shall take or cause to be taken all actions and do or cause to be
      done all things necessary, proper or advisable or as reasonably requested
      by Buyer to qualify for and for Supplier or Buyer to receive all available
      Renewable Energy Benefits and, if received by Supplier, to transfer
      Renewable Energy Benefits to Buyer, without further compensation. Supplier
      shall timely execute all documents and shall timely take all actions
      necessary under any Law or other requirements to qualify for all available
      Renewable Energy Benefits and to cause Renewable Energy Benefits to vest
      in and be delivered to Buyer. Without limitation of the foregoing,
      Supplier acknowledges that the PCs will be used by Buyer in meeting its
      obligations pursuant to the Portfolio Standard and agrees to cooperate
      with Buyer in all respects to assist in Buyer's compliance with all
      applicable requirements set forth in the Portfolio Standard and shall
      provide all information reasonably requested by Buyer or otherwise
      necessary to allow the PUCN to determine compliance with the Portfolio
      Standard. No Person other than Buyer (or its designee) will be entitled to
      claim Renewable Energy Benefits in any jurisdiction in connection with the
      Generating Facility. If any Person other than Buyer (or its designee)
      attempts to claim such benefits, the Parties agree that remedies at Law
      may be inadequate to protect Buyer in the event of a breach of this
      Section 5.2, and the Supplier hereby in advance agrees (a) that Buyer
      shall be entitled to seek without proof of actual damages, temporary,
      preliminary and permanent injunctive relief from any Governmental
      Authority of competent jurisdiction restraining the Supplier from
      committing or continuing any breach of this Section 5.2, and (b) that
      Supplier will promptly undertake all necessary actions to prevent such
      other Person from claiming such rights (including assisting Buyer in
      seeking the relief described in clause (a)).

	 	 	 
	6. 	
      RIGHT OF FIRST OFFER

	 	 	 
		6.1 	
      Supplier (or any direct or indirect parent of Supplier),
      except in the case of a transfer to an Affiliate for which Buyer's consent
      would not be required under Section 22.2, shall not sell or transfer the
      Generating Facility (including any material portion of its assets, or any
      direct or indirect equity interests in Supplier), unless prior to such
      sale or transfer, Supplier provides written notice to Buyer of the intent
      to sell or transfer any such assets or interests. Upon Buyer's receipt
      of such notice, Buyer shall have the right to negotiate in good faith with Supplier for no more than sixty (60) days, unless otherwise agreed to by Supplier, the terms of the sale or transfer of the Generating Facility to Buyer or
its designee on an exclusive basis. If Buyer desires to enter into such negotiation, Buyer shall notify Supplier of such decision within fifteen (15) days of receipt of Supplier's notice. Supplier will provide in a timely manner, information
regarding the Generating Facility which is reasonable or customary to allow Buyer to perform due diligence and to negotiate in good faith for the purchase of the Generating Facility.



32 









		
6.2 		
In the event that Buyer does not exercise its right to negotiate pursuant to Section 6.1, Supplier must comply with Article 22 in any assignment or delegation of Supplier's rights, interests or obligations herein to a purchaser of
the Generating Facility.

	
	 	 	 	 
		
6.3 		
In the event that Supplier does not consummate a sale or transfer of the Generating Facility to any Person in accordance with this Article 6 within one hundred eighty (180) days of the date that Supplier provided Buyer with
written notice pursuant to Section 6.1, Supplier (or any direct or indirect parent of Supplier) shall then only sell or transfer the Generating Facility (or any material portion of its assets, or any direct or indirect equity interests in Supplier)
after providing Buyer with written notice and the opportunity to negotiate in accordance with Section 6.1.

	
	 	 	 	 
	
7. 		
METERING, INVOICING AND PAYMENTS

	
	 	 	 	 
		
7.1 		
Metering.

	
	 	 	 	 
			
7.1.1 		
Meters. Buyer shall, at Supplier's cost, provide, install, own, operate and maintain all Meter(s) in good operating condition. If more than one Meter is installed, then data from all Meters shall be aggregated into one
revenue Meter. The metering system design shall be subject to the Buyer's approval and shall be submitted to Buyer not later than the Supplier's completion of the Project Milestone relating to obtaining of construction permits. The Meters shall be
used for quantity measurements under this Agreement. Such equipment shall be bi-directional and shall be capable of measuring and reading instantaneous and hourly real and reactive energy and capacity. The Meters shall also be used for, among other
things, metering Station Usage of the Generating Facility. Supplier, at its expense, may install additional check meters. Supplier shall not install any check-metering equipment on or connected to Buyer-owned facilities including instrument
transformers or metering circuitry wiring.

	
	 	 	 	 
			
7.1.2 		
Location. Meters shall be installed at the location specified in Exhibit 5, or as otherwise reasonably determined by Buyer to effectuate this Agreement.

	
	 	 	 	 
			
7.1.3 		
Non-Interference. Supplier shall not undertake any action that may interfere with the operation of the Meters. Supplier shall be liable for all costs, expense, and liability associated with any such
      interference with the Meters.

	



33 







	 	7.1.4 	
      Meter Testing. Meters shall be tested at least
      once every two calendar years by Buyer. Either Party may request a special
      test of Meters or check meters, but the testing Party shall bear the cost
      of such testing unless there is an inaccuracy outside the limits
      established in American National Standard Institute Code for Electricity
      Metering (ANSI C12.1, latest version), in which case the Party whose
      meters were found to be inaccurate shall be responsible for the costs of
      the special testing. Meters installed pursuant to this Agreement shall be
      sealed and the seal broken only when the meters are to be adjusted,
      inspected or tested. Authorized representatives of both Parties shall have
      the right to be present at all routine or special tests and to inspect any
      readings, testing, adjustment or calibration of the Meters or check
      meters. Buyer's Operating Representative shall provide fifteen (15)
      Business Days prior notice of routine Meter testing to Supplier's
      Operating Representative. If Supplier has installed check meters in
      accordance with Section 7.1.1, Supplier shall test and calibrate each such
      meter at least once every two calendar years. Supplier's Operating
      Representative shall provide fifteen (15) Business Days prior notice of
      routine check meter testing to Buyer's Operating Representative. In the
      event of special Meter testing, the Parties Operating Representatives
      shall notify each other with as much advance notice as
  practicable.

	 	 	 
	 	7.1.5 	
      Metering Accuracy. If the Meters are registering
      but their accuracy is outside the limits established in ANSI C12.1, Buyer
      shall repair and recalibrate or replace the Meters and Buyer shall adjust
      payments to Supplier for the Delivered Amount for the lesser of the period
      in which the inaccuracy existed and ninety (90) days. If the period in
      which the inaccuracy existed cannot be determined, adjusted payments shall
      be made for a period equal to one-half of the elapsed time since the
      latest prior test and calibration of the Meters; however, the adjustment
      period shall not exceed ninety (90) days. If adjusted payments are
      required, Buyer shall render a statement describing the adjustments to
      Supplier within thirty (30) days of the date on which the inaccuracy was
      rectified. Additional payments to Supplier by Buyer shall be made within
      thirty (30) days of receipt of Buyer's statement. Any payments due Buyer
      pursuant to this Section 7.1.5 shall accompany Supplier's next Billing
      Period statement.

	 	 	 
	 	7.1.6 	
      Failed Meters. If the Meters fail to register,
      Buyer shall make payments to Supplier based upon Supplier's check
      metering; provided, however, that if the accuracy of the
      check meters is subsequently determined to be outside the limits
      established in ANSI C12.1, Buyer shall adjust the payments to Supplier for
      the Delivered Amount calculated using the check meters for the lesser of
      the period in which the inaccuracy existed and ninety (90) days. If the
      period in which the inaccuracy existed cannot be determined, adjusted
      payments shall be made for a period equal to one-half of
  the elapsed time since the latest prior test and calibration
      of the check meters; however, the adjustment period shall not exceed
      ninety (90) days. If no such metering is available, payments shall be
      based upon the Parties' best estimate of the Delivered Amount. In such
      event, the Parties' estimated payments shall be in full satisfaction of
      payments due hereunder. If the Parties cannot agree on a best estimate of
      the Delivered Amount the dispute shall be resolved in accordance with
      Article 20.



34 





	 	7.2 	
      Invoices.

	 	 	 	 
	 		7.2.1 	
      Monthly Invoicing and Payment. On or before the
      10th day of each month, Supplier shall send to Buyer an Invoice
      for the prior month (a "Billing Period"). Supplier shall calculate
      the Invoice based upon Meter data available to Supplier and as set forth
      in Exhibit 2B.

	 	 	 	 
	 		7.2.2 	
      Replacement PC Invoice Calculation. In addition to
      the requirements for monthly Invoices set forth in this Section 7.2, if
      after the PC Administrator issues its final PC statement covering the Stub
      Period or for a Contract Year , a PC Shortfall (as determined in
      accordance with Section 3.6.1) exists, Buyer shall send to Supplier a
      yearly Invoice for such Stub Period or Contract Year , which shall include
      the calculations set forth in Exhibit 2C.

	 	 	 	 
	 		7.2.3 	
      Amounts Owing to Buyer. The Invoice referred to in
      Section 7.2.1 shall deduct any amounts owing to Buyer from amounts due to
      Supplier and shall indicate the net payment due Supplier or Buyer, as
      applicable. Supplier shall provide supporting data in reasonable detail to
      support its calculations of any amounts owing to Buyer. Notwithstanding
      any other term or provision of this Agreement to the contrary, Buyer may
      prepare and send to Supplier an invoice for amounts owing to Buyer, and
      any such amounts will be payable to Buyer within ten (10) Business Days
      from Supplier's receipt of such Invoice, subject to the terms and
      provisions of Section 7.2.5.

	 	 	 	 
	 		7.2.4 	
      Method of Payment. Buyer or Supplier, as
      applicable, shall remit the payment of any undisputed amounts by wire or
      electronic fund transfer or otherwise pursuant to the instructions stated
      in Exhibit 4. Payment will be made on or before the later of the 20th day
      following the end of each month (or the next following Business Day, if
      such 20th day does not fall on a Business Day) or ten (10)
      Business Days from receipt of Invoice during the Term.

	 	 	 	 
	 		7.2.5 	
      Examination and Correction of Invoices. As soon as
      practicable either Party shall notify the other Party in writing of any
      alleged error in an Invoice.



35 





			 	7.2.5.1 	
      If a Party notifies the other Party of an alleged error
      in an Invoice, the Parties agree to make good faith efforts to reconcile
      the billing and mutually agree on the appropriate remedy, if
any.

	 	 	 	 	 
			 	7.2.5.2 	
      If a correction is determined to be required, the
      invoicing Party shall provide an adjusted Invoice to the invoiced Party.
      If such error results in an additional payment to the invoicing Party, the
      invoiced Party shall pay such invoicing Party the amount of the adjusted
      Invoice within thirty (30) calendar days of the date of receipt of the
      adjusted Invoice. If such error resulted in a refund owed to the invoiced
      Party, the invoicing Party shall pay the invoiced Party the amount of the
      adjusted Invoice within thirty (30) calendar days of the date of the
      statement or at invoiced Party's option, the invoiced Party may offset
      such amount against the subsequent monthly payment to Invoicing
    Party.

	 	 	 	 	 
			 	7.2.5.3 	
      If an invoicing Party fails to provide the invoiced Party
      with notice of any alleged error in the invoicing Party's Invoice within
      twelve (12) months of the invoiced Party's receipt of such Invoice, then
      the invoicing Party shall be deemed to have waived all rights to object to
      such Invoice.

	 	 	 	 	 
		7.3 	
      Overdue Amounts and Refunds. Overdue amounts and
      refunds of overpayments shall bear interest from and including, the due
      date or the date of overpayment, as the case may be, to the date of
      payment of such overdue amounts or refund at a rate calculated pursuant to
      18 C.F.R. § 35.19a, as such Law may be amended or superseded.

	 	 	 	 	 
		7.4 	
      Access to Books and Records. Supplier agrees to
      make available for inspection upon five (5) Business Days written notice
      from Buyer its books and records for the purpose of allowing Buyer to
      verify the information contained within the invoices presented pursuant to
      Section 7.2.

	 	 	 	 	 
		7.5 	
      Parties Right to Offset. Either Party shall have
      the right to offset any amounts owed to the other Party under this
      Agreement or with respect to Standby Service.

	 	 	 	 	 
		7.6 	
      Taxes. Buyer is responsible for any Taxes imposed
      on or associated with the Energy or its delivery from the Delivery Point.
      Supplier is responsible for any Taxes imposed on or associated with the
      Energy or its delivery up to or at the Delivery Point. Either Party, upon
      written request of the other Party, shall provide a certificate of
      exemption or other reasonably satisfactory evidence of exemption if either
      Party is exempt from Taxes, and shall use reasonable efforts to obtain and
      cooperate with the other Party in obtaining any exemption from or
      reduction of any Tax. Each Party shall hold harmless the other Party from
      and against Taxes imposed on the other Party as a result of a Party's
      actions or inactions and that otherwise would not have occurred in the
      absence of this Agreement in accordance with Article 17.

	 	 	 	 	 
	8. 	FACILITY CONSTRUCTION; OPERATIONS AND
      MODIFICATIONS


36 





	 	8.1 	
      Construction of Generating Facility. Supplier
      shall construct or cause the Generating Facility to be constructed in
      accordance with Good Utility Practices, in accordance with the Project
      Milestones and to ensure (a) Supplier is capable of meeting its supply
      obligations over the Term, (b) the Generating Facility is at all times
      considered a Renewable Energy System (subject to the provisions of Section
      3.3.2), (c) the Generating Facility is at all times in compliance with all
      requirements imposed on Renewable Energy Systems as set forth in the
      applicable Renewable Energy Law (subject to the provisions of Section
      3.3.2), and (d) upon completion of construction, the Generating Facility
      will be in compliance with all requirements of an eligible renewable
      energy resource as set forth in the California Renewables Portfolio
      Standard Program as California Renewable Energy Law is in effect as of the
      Effective Date. Supplier shall construct or cause the Generating Facility
      to be constructed on the Project Site. Supplier shall deliver to Buyer an
      ALTA Quality Survey of the Project Site within ten (10) days of such
      survey becoming available to Supplier, but in no event later than the
      issuance of the Notice to Proceed in accordance with Exhibit 6. Supplier
      shall provide to Buyer, within thirty (30) days after execution of the IA,
      a copy of the IA, showing that such IA conforms in all respects to the
      single line diagram of the Generating Facility, Interconnection
      Facilities, the Delivery Point(s) and the location of Meters as set forth
      in Exhibit 5, except for changes from Exhibit 5 that have been consented
      to by Buyer in writing in its sole discretion, in which case Supplier
      shall provide a revised Exhibit 5 reflecting such changes. Supplier shall
      provide to Buyer in a form satisfactory to Buyer (y) not later than the
      Supplier's completion of the Project Milestone relating to obtaining of
      construction permits, a completed version of Exhibit 14; and (z) within
      thirty (30) days after the Commercial Operation Date, a revised version of
      Exhibit 14 reflecting the Generating Facility as built. At Buyer's
      request, Supplier shall provide Buyer with copies of the construction
      contract for the facility and any documentation and drawings reasonably
      requested by Buyer, redacted of any pricing information and any other
      information Supplier is not permitted to disclose pursuant to a
      confidentiality agreement.

	 	 	 	 
	 	8.2 	
      Performance of Project Milestones. Supplier shall
      complete each Project Milestone specified in Exhibit 6 on or before 1600
      hours PPT on the date specified for each Project Milestone listed in
      Exhibit 6.

	 	 	 	 
	 		
      8.2.1 
	Completion of Project Milestones. Upon Supplier's
      completion of each Project Milestone, Supplier shall provide to Buyer in
      writing, pursuant to Section 28.1, documentation as specified in Exhibit 6
      and reasonably satisfactory to Buyer demonstrating such Project Milestone
      completion within thirty (30) days of such completion but no later than
      the date specified for each Project Milestone listed in Exhibit 6. Buyer
      shall acknowledge receipt of the documentation provided under this Section
      8.2.1 and shall provide Supplier with written acceptance or denial of each
      Project Milestone within fifteen (15) Business Days of receipt of the
      documentation. If any Project Milestone (other than a Critical Project
      Milestone) is not completed on or before the date specified in Exhibit 6,
      Supplier will inform Buyer of a revised projected date for the
    occurrence or completion of such event (which will be deemed the new
      deadline for such Project Milestone), of the impact on the timing of the
      Commercial Operation Date (and on any other Project Milestone), and will
      provide Buyer with a written report containing Supplier's analysis of the
      reasons behind the failure to meet the original Project Milestone deadline
      and whether remedial actions are necessary or appropriate, and describing
      any remedial actions that the Supplier intends to undertake to ensure the
      timely achievement of the Commercial Operation Date. Provided that
      Supplier complies with the requirements of the preceding sentence, then no
      failure of Supplier to achieve a Project Milestone (other than a Critical
      Project Milestone) on or before the scheduled date will constitute an
      Event of Default.


37 





	 		8.2.2 	
      Progress Towards Completion. Supplier shall notify
      Buyer's Contract Representatives promptly (and in any event within ten
      (10) Business Days) following its becoming aware of information that leads
      to a reasonable conclusion that a Project Milestone will not be met, and
      shall convene a meeting with Buyer to discuss the situation not later than
      fifteen (15) Business Days after becoming aware of this
  information.

	 	 	 	 
	 	8.3 	
      Commercial Operation Date.

	 	 	 	 
	 		8.3.1 	
      Notice of Testing. Supplier shall notify Buyer's
      Contract Representatives at least ten (10) Business Days prior to the
      commencement of any performance tests required by the EPC Contract, the IA
      or Exhibit 7. Buyer shall have the right to be present at and witness each
      such test, but such presence shall not be construed as an obligation on
      Buyer's part to design, conduct, monitor or endorse any test results).
      Supplier shall notify Buyer at least ten (10) Business Days prior to the
      commencement of the performance tests required by Exhibit 7. Buyer shall
      be deemed to waive its right to be present at the performance tests if
      Buyer fails to appear at the scheduled time for the performance
    tests.

	 	 	 	 
	 		8.3.2 	
      Officer Certification. Within five (5) Business
      Days of the successful completion of the performance tests pursuant to
      Exhibit 7, Supplier shall provide Buyer with a written certification
      (certified by a duly authorized representative of Supplier) stating the
      following:

	 	 	 	 
	 			
      "I, [Name], in my capacity as the duly appointed [Title]
      of [Supplier] ("Supplier") hereby certify, on behalf of Supplier that (a)
      the Generating Facility has been constructed in accordance with the
      requirements of the IA and Good Utility Practice and has delivered Energy
      to and at the Delivery Point(s); (b) all of the requirements set forth in
      Sections 8.1 and 8.3, and Exhibits 6 and 7 of the Long-Term Portfolio
      Energy Credit And Renewable Power Purchase Agreement (the "Agreement")
      between Supplier and Buyer have been satisfied; (c) I am authorized to act
      on behalf of and bind Supplier with respect to this certificate; (d)
      Supplier acknowledges that Buyer is relying on this certification in
      connection with carrying out its obligations under the Agreement and
      Supplier will indemnify Buyer for any inaccuracy related to this
      certification."



38 





	 		8.3.3 	
      Dispute of Commercial Operation. Buyer will have
      fifteen (15) Business Days after receipt of the certification required by
      this Section 8.3 in which to contest such certification. Buyer and
      Supplier will then attempt for no more than fifteen (15) Business Days
      after Buyer's notice of dispute to resolve such dispute. If the Parties
      are unable to resolve such dispute within fifteen (15) Business Days, then
      either Party may seek resolution of such dispute in accordance with
      Section 20. Notwithstanding the foregoing, Buyer's failure to dispute the
      certification will in no way affect its rights to indemnification for any
      inaccuracy related to the certification, including, without limitation,
      for any loss of the required extension payment that would have otherwise
      been due pursuant to Section 8.4 or overpayments that may be paid by Buyer
      due to such inaccurate certification.

	 	 	 	 
	 	8.4 	
      Failure to Achieve Commercial Operation; One-Time
      Extension.

	 	 	 	 
	 		8.4.1 	
      Supplier may elect one time only to extend the Commercial
      Operation Deadline by one hundred eighty (180) days if, no later than
      ninety (90) days prior to the original Commercial Operation Deadline
      hereunder, Supplier (a) provides written notice of its intent to extend
      the Commercial Operation Deadline and (b) pays to Buyer an extension
      payment equal to fifty percent (50%) of the amount of the Development
      Security, which payment shall be retained by Buyer regardless of whether
      or not Supplier timely or ever reaches Commercial Operation. For
      clarification only, the extension payment contemplated hereunder will (a)
      not be treated as security, (b) not be refundable under any circumstances,
      (c) not be paid from the Development Security and (d) be retained by Buyer
      as a fee in consideration of the extension of the Commercial Operation
      Deadline.

	 	 	 	 
	 		8.4.2 	
      In the event Supplier fails to achieve Commercial
      Operation by the Commercial Operation Deadline (or the extended Commercial
      Operation Deadline if Supplier has met the requirements of Section 8.4.1),
      Buyer shall elect to either (a) require Supplier pay to Buyer, and Buyer
      shall be entitled to collect or retain, as applicable, an amount equal to
      the full Development Security as liquidated damages for Supplier's failure
      to meet its obligations prior to the Commercial Operation Deadline, or (b)
      commence collection of Daily Delay Damages in accordance with Section 8.5.
      Buyer shall provide written notice to Supplier of Buyer's election with
      ten (10) Business Days of the Commercial Operation Deadline (or the
      extended Commercial Operation Deadline if Supplier has met the
      requirements of Section 8.4.1). If Buyer elects and following Buyer's
      collection of the full Development Security amount from Supplier (or from
      security provided on Supplier's behalf), this Agreement will be
      terminated, and, except as provided in Section 8.4.3, neither Party will
      have any further obligations hereunder, except those obligations
      expressly provided to survive termination pursuant to Section 2.4.
      The Parties agree that it would be extremely difficult and impracticable
      under presently known and anticipated facts and circumstances to ascertain
      and fix the actual damages Buyer would incur if the Supplier does not meet
      its obligations hereunder prior to the Commercial Operation Deadline (as
      may be extended in accordance with Section 8.4.1), and, accordingly, the
      Parties agree that if elected by Buyer, retention by Buyer of the full
      Development Security is reasonable as liquidated damages, and not as a
      penalty, except as provided in Section 8.4.3.



39 





	 		8.4.3 	
      Except for collection of the Development Security amount,
      the liquidated damages provisions of Section 8.4.2 and the provisions of
      Article 18 limiting a party's damages shall not apply, and Buyer's damages
      shall not be limited to the Development Security where Supplier willfully
      fails to meet its obligations prior to the Commercial Operation Deadline.
      Supplier shall be deemed to have willfully failed to meet its obligations
      prior to the Commercial Operation Deadline where subsequent to termination
      on account of failure to meet the Commercial Operation Deadline, within
      three (3) years of the termination date, Supplier or any Affiliate of
      Supplier generates energy from such generating facility that is sold to a
      third party other than Buyer unless (a) such Person has first offered to
      sell the energy, PCs and Renewable Energy Benefits from such facility to
      Buyer on the identical terms and conditions set forth in this Agreement
      (other than changes in the dates for completion of the facility) and (b)
      Buyer has either declined such offer or Buyer has sought and failed to
      obtain regulatory approval for such agreement.

	 	 	 	 
	 		8.4.4 	
      The provisions of this Section 8.4 are in addition to,
      and not in lieu of, any of Buyer's rights or remedies under Article
    23.

	 	 	 	 
	 	8.5 	
      Delay Damages.

	 	 	 	 
	 		8.5.1 	
      In the event the Supplier fails to achieve Commercial
      Operation by the Commercial Operation Deadline (or the extended Commercial
      Operation Deadline if Supplier has met the requirements of Section 8.4.1),
      and Buyer has not elected to collect and retain the Development Security
      in accordance with Section 8.4.2, for each day that the Supplier fails to
      achieve Commercial Operation thereafter, Supplier shall pay to Buyer
      liquidated damages equal to Daily Delay Damages up to a maximum amount of
      Seven Hundred Thirteen Thousand Four Hundred U.S. Dollars ($713,400).
      Supplier shall pay any amounts owed to Buyer under this Section 8.5 in the
      Billing Period immediately succeeding the Billing Period during which
      Supplier's obligation to pay such amounts arose.

	 	 	 	 
	 		8.5.2 	
      In addition to amounts payable pursuant to Section 8.5.1,
      Supplier shall be liable, in accordance with Section 17.1, for any
      Penalties incurred or suffered by Buyer as a result of Supplier's failure
      to achieve Commercial Operation by the Commercial Operation Deadline (or
      the extended Commercial Operation Deadline if Supplier has met the
      requirements of Section 8.4.1).



40 





	 		8.5.3 	
      The provisions of this Section 8.5 are in addition to,
      and not in lieu of, any of Buyer's rights or remedies under Article
    23.

	 	 	 	 
	 		8.5.4 	
      The Parties recognize and agree that the payment of
      amounts by Supplier pursuant to this Section 8.5 is an appropriate remedy
      and that any such payment does not constitute a forfeiture or penalty of
      any kind, but rather constitutes anticipated costs to Buyer under the
      terms of this Agreement.

	 	 	 	 
	 	8.6 	
      Modification. Without the prior written consent of
      Buyer, which shall not be unreasonably withheld, Supplier shall not be
      entitled to make any modification to the Generating Facility that might
      (a) expose Buyer to any additional liability or increase its obligations
      under this Agreement except as expressly contemplated herein or (b)
      adversely affect Supplier's or Buyer's ability to perform its obligations
      under this Agreement or any Law or to any third party. Any permitted
      modifications shall be conducted in accordance with Good Utility Practice
      and all applicable Laws and reliability criteria, as such may be amended
      from time to time, and made in compliance with the requirements of Article
      10.

	 	 	 	 
	 	8.7 	
      Operation and Maintenance. Supplier, at all times
      shall install, operate, maintain and repair the Generating Facility in
      accordance with Good Utility Practice and to ensure (a) Supplier is
      capable of meeting its supply obligations over the Term, (b) the
      Generating Facility is at all times a Renewable Energy System (subject to
      the provisions of Section 3.3.2) and (c) Supplier is at all times in
      compliance with all requirements of a renewable energy generator set forth
      in the Renewable Energy Law (subject to the provisions of Section 3.3.2).
      Supplier agrees to (x) maintain records of all operations of the
      Generating Facility in accordance with Good Utility Practice, and (y)
      follow such regulations, directions and procedures of Buyer, the Control
      Area Operator, the Transmission Provider, WECC, NERC and any applicable
      Governmental Authority to protect and prevent the Transmission System from
      experiencing any negative impacts resulting from the operation of
      Supplier's Generating Facility. In the event of an inconsistency, Buyer
      shall choose whose procedures shall govern. Each Party shall use all
      reasonable efforts to avoid any interference with the other's operations.
      Supplier shall cause the Energy of the Generating Facility to meet the
      Power Quality Standards at all times, and shall operate the Generating
      Facility consistent with WECC, NERC, Buyer, Control Area Operator and
      Transmission Provider requirements.

	 	 	 	 
	 	8.8 	
      Operation and Maintenance Agreement. No later than
      ninety (90) days prior to the Commercial Operation Date, if the owner of
      the Generating Facility is not the operator, Supplier shall provide a copy
      of the agreement between Supplier and the operator which requires the
      operator to operate the Generating Facility in accordance with the terms
      hereof which shall be attached to this Agreement as Exhibit 15. Supplier
      shall also provide a certified copy of a certificate warranting that the
      operator is a corporation, limited liability company or partnership in
      good standing with the State in which the Generating Facility is located, which shall be attached to this Agreement as part of Exhibit 15.



41 









		
8.9 		
Ground Lease; Rights-of-way. If the land on which the Generating Facility is located is not owned by Supplier, no later than sixty (60) days prior to commencement of on-site development activities at the Generating
Facility, Supplier shall provide a copy of the agreement with the owner of the land which establishes the right of Supplier to construct and operate the Generating Facility on the land and the existence of required rights-of-way and easements, which
shall be attached to this Agreement as Exhibit 16.

	
	 	 	 
		
8.10 		
Fossil Fuel. If the Generating Facility uses any fossil fuel as an energy source to produce Energy, Supplier shall not permit, without the express prior written consent of Buyer, fossil fuel to constitute more than two
percent (2%) of the total input, as measured in British thermal units, used by the Generating Facility to produce Energy.

	
	 	 	 
		
8.11 		
Right to Review. Buyer and Supplier each shall have the right to review during normal business hours the relevant books and records of the other Party to confirm the accuracy of such as they pertain only to transactions
under this Agreement. The review shall be consistent with standard business practices and shall follow reasonable notice to the other Party. Reasonable notice for a review of the previous month's records shall be a minimum of ten (10) Business Days.
If a review is requested of other than the previous month's records, then notice of that request shall be provided with a minimum of fifteen (15) Business Days notice by the requesting Party. The notice shall specify the period to be covered by the
review.

	
	 	 	 
	
9. 		
EMERGENCY AND CURTAILMENT

	
	 	 	 
		
9.1 		
In the event of an Emergency, Buyer and Supplier shall promptly comply with any applicable requirements of any Governmental Authority, NERC, WECC, Control Area Operator, Transmission Provider, transmission operator, or any
successor of any of them, regarding the reduced or increased generation of the Generating Facility.

	
	 	 	 
		
9.2 		
Each Party shall provide prompt oral and written notification to the other Party of any Emergency. If requested by the other Party, the Party declaring the Emergency shall provide a description in reasonable detail of the
Emergency and any steps employed to cure it.

	
	 	 	 
		
9.3 		
In the event of an Emergency, either Party may take reasonable and necessary action to prevent, avoid or mitigate injury, danger, damage or loss to its own equipment and facilities, or to expedite restoration of service;
provided, however, that the Party taking such action shall give the other Party prior notice, if practicable, before taking any action. This Section 9.3 shall not be construed to supersede Sections 9.1 and 9.2.

	



42 







	 	9.4 	
      In the event of an Emergency, Buyer can request Supplier
      not to institute a Planned Outage of the Generating Facility and Supplier
      agrees to take all commercially reasonable steps to avoid instituting the
      Planned Outage until such time as the condition of the Emergency has
      passed.

	 	 	 
	 	9.5 	
      In the event of an Emergency declared by Supplier, such
      that Supplier cannot deliver some or all of the Supply Amount to and at
      the Delivery Point(s), the Product that is not able to be delivered
      associated with such Emergency will not constitute Excused Product Amount
      unless such Supplier declared Emergency qualifies as an event of Force
      Majeure in accordance with Article 19.

	 	 	 
	 	9.6 	
      In the event of an Emergency, as a result of which Buyer
      is unable to receive some or all of the Product at the Delivery Point(s)
      or is unable to deliver some or all of the Product to its customers, then
      Buyer shall have no payment liability in respect of the Product that Buyer
      is unable to receive. The Supply Amount and Yearly PC Amount will be
      reduced accordingly in part or total, as applicable, during the period of
      any such Emergency.

	 	 	 
	 	9.7 	
      Supplier shall curtail deliveries of Energy at any time,
      in whole or in part, in a quantity and for any duration specified by Buyer
      upon at least thirty (30) minutes prior to the next available scheduling
      hour, or as mutually agreed upon (which notice may be given by telephone
      followed by e-mail or e-mail only) to Supplier. The amount of Energy
      curtailed and any associated PCs ("Curtailed Product") shall be
      reasonably determined by Supplier after the curtailment has ended based
      upon the Energy that could have been generated and delivered to Buyer at
      the Delivery Point(s), but that was not generated and delivered solely as
      a result of Buyer's curtailment notice. Supplier shall promptly provide
      Buyer with such information and data as Buyer may request to confirm to
      its satisfaction the amount of Curtailed Product that was not generated as
      a result of Buyer's curtailment notice. Supplier shall be paid for the
      Curtailed Product at the Product Rate, and, if Supplier has elected to
      utilize PTCs under applicable Tax Law, an amount equal to the value of the
      PTCs as of the Commercial Operation Date (as determined by Section 45 of
      the United States Internal Revenue Code of 1986, as such Law may be
      amended or superseded), if any, associated with the Curtailed Product, as
      if the Curtailed Product were delivered to Buyer. Supplier will be paid
      the Excess Product Rate for any Curtailed Product (or any portion thereof)
      that would have been payable by Buyer at the Excess Product Rate. During
      any such period of curtailment, Supplier shall not produce Product (to the
      extent curtailed by Buyer) or sell Product to any third party. Curtailed
      Product shall be deemed to be Excused Product Amount for purposes of
      calculating a Shortfall or PC Shortfall. Under no circumstance shall the
      provisions of this Section 9.7 apply to a curtailment of the Generating
      Facility based upon an Emergency.

	 	 	 
	 	9.8 	
      The Parties acknowledge that as of the Effective Date,
      the Buyer and the Transmission Provider are the same legal entity, and
      further acknowledge that in accordance with FERC regulations relating to
      open-access transmission, Sierra Pacific Power Company's transmission
      function employees are required to function independently of Sierra
      Pacific Power Company's marketing function employees. Accordingly, references herein to the "Transmission Provider" relate to the owner/operator of the Transmission System, and for so long as the Buyer is the same legal entity as such owner/operator of the Transmission
System, then references to the "Transmission Provider" herein will relate to Sierra Pacific Power Company in its capacity as the owner/operator of the Transmission System, and references to the "Buyer" herein will relate to Sierra Pacific Power
Company outside of and separate from its capacity as the owner/operator of the Transmission System.



43 









	
10. 		
PLANNED OUTAGES

	
	 	 	 	 
		
10.1 		
Supplier shall request and obtain Buyer's prior written approval, which approval shall not be unreasonably withheld, before conducting any non-forced outage of the Generating Facility or reducing the capability of the Generating
Facility to deliver the Supply Amount (all hereinafter referred to as "Planned Outages") so as to minimize the impact on the availability of the Generating Facility. Supplier shall only schedule Planned Outages during the months of March,
April, October and November, unless otherwise approved by Buyer.

	
	 	 	 	 
		
10.2 		
Planned Outages will be scheduled and conducted in accordance with the following:

	
	 	 	 	 
			
10.2.1 		
Within ninety (90) days prior to the Commercial Operation Date and on or before October 1 of each Contract Year, Supplier shall provide Buyer with a schedule of proposed Planned Outages for the upcoming calendar year or Contract
Year, as applicable. The proposed Planned Outages schedule will designate the hours and amount (in MWs) in which the Generating Facility output will be reduced in whole or in part. Each proposed schedule shall include all applicable information,
including the following: month, day and time of requested outage, facilities impacted, duration of outage, purpose of outage, and other relevant information. The total combined hours of Planned Outages in any Contract Year shall not exceed four
percent (4%) of the MWhs comprising the Annual Supply Amount (prorated for the Stub Period, if any) unless otherwise approved by Buyer.

	
	 	 	 	 
			
10.2.2 		
Buyer shall promptly review Supplier's proposed schedule and shall either require modifications or approve the proposed schedule within thirty (30) days of Buyer's receipt of such schedule. Product not delivered to Buyer during
periods of Planned Outages, up to the MWs specified, (a) will comprise Excused Product Amount to the extent such Planned Outages are conducted in accordance with the Planned Outage schedule approved by Buyer in accordance with this Article 10, and
(b) will not comprise Excused Product Amount to the extent any outage period or MWs exceed its approved schedule, or is not approved by Buyer, provided that changes to the approved schedule may be requested by either Party and each Party shall make
reasonable efforts to accommodate such changes, provided further that Buyer shall have no obligation to agree to Supplier's revisions to the approved Planned Outage(s) schedule.

	



44 







	 	 	10.2.3 	Regardless of any prior approval of a Planned Outage, Supplier shall
      not start a Planned Outage on the Generating Facility without confirming
      the approved Planned Outage with Buyer's Operating Representative five (5)
      Business Days prior to the start of such Planned Outage.
	 	 	 	 
			10.2.4 	
      If Buyer requests that Supplier not institute a Planned
      Outage as scheduled, for reasons other than Force Majeure or Emergency,
      Supplier may present a reasonable estimate of costs expected to be
      incurred as a result of the Supplier not instituting the Planned Outage.
      If Buyer agrees to the estimated costs, Supplier shall be required not to
      institute the Planned Outage, and Buyer shall reimburse Supplier for its
      documented out-of-pocket costs actually incurred by Supplier in connection
      with not instituting such Planned Outage (not to exceed the estimated
      costs that had been provided to Buyer). Any Planned Outage that is not
      instituted pursuant to this Section 10.2.4 will be rescheduled to occur in
      the same Contract Year in which it was originally scheduled, at a time
      mutually agreeable to the Parties in their reasonable
discretion.

	 	 	 	 
	11. 	
      REPORTS; OPERATIONAL LOG

	 	 	 	 
		11.1 	
      Copies of Communications. Supplier shall promptly
      provide Buyer with copies of any orders, decrees, letters or other written
      communications to or from any Governmental Authority asserting or
      indicating that Supplier or its Generating Facility is in violation of
      Laws which relate to Supplier or operation or maintenance of the
      Generating Facility. Supplier shall keep Buyer apprised of the status of
      any such matters.

	 	 	 	 
		11.2 	
      Notification of Generating Facility Regulatory
      Status. Supplier shall notify Buyer of the regulatory status of the
      Generating Facility as an EWG or QF no later than ninety (90) days prior
      to the Operation Date, and will provide Buyer with evidence documenting
      receipt of the required regulatory approvals related to such designation
      (as such approvals are set forth in Exhibit 10). Following the Operation
      Date, Supplier shall notify Buyer, as soon as practicable, of any changes
      in regulatory status of the Generating Facility, and will provide Buyer
      with evidence documenting receipt of the required regulatory approvals
      related to such changed regulatory status (as such approvals are set forth
      in Exhibit 10).

	 	 	 	 
		11.3 	
      Notices of Change in Generating Facility. In
      addition to any consent required pursuant to Section 8.6, Supplier shall
      provide notice to Buyer as soon as practicable prior to any temporary or
      permanent change to the performance, operating characteristics, or major
      generation components (such as turbines, generators, inverters or similar
      equipment, as applicable) of the Generating Facility. Such notice shall
      describe any changes, expected or otherwise, to the total capacity of the
      Generating Facility, the rate of production and delivery of Energy,
      interconnection and transmission issues, and such additional information
      as may be required by Buyer.



45 





	 	11.4 	
      Project Reports and Project Review
  Meetings.

	 	 	 	 
	 		11.4.1 	
      Prior to the Commercial Operation Date. Supplier
      shall provide to Buyer in a quarterly project report, which shall include
      the following: status in obtaining Project Milestones; progress in
      obtaining any approvals or certificates in connection with achieving the
      Commercial Operation Date; and a discussion of any foreseeable disruptions
      or delays. The quarterly project reports will cover calendar quarters
      (January through March, April through June, July through September, and
      October through December, as applicable) and will be provided to Buyer no
      later than thirty (30) days after expiration of the applicable calendar
      quarter. The Parties shall conduct meetings every six (6) months (or more
      frequently if requested by Buyer) to review this data and any information
      related to Supplier's completion of or progress toward the Project
      Milestone activities listed in Exhibit 6. In addition to any other
      requirements for Commercial Operation under this Agreement, Supplier shall
      (a) provide notice to Buyer of its best estimate of the projected
      Operation Date and Commercial Operation Date on the PUCN Approval Date,
      (b) notify Buyer as soon as Supplier becomes aware of any changes in such
      projected dates, and (c) shall coordinate with Buyer regarding the
      commencement of operation of the Generating Facility. In addition to the
      foregoing, Supplier will provide Buyer with such other operational or
      technical data as Buyer may reasonably request and as may be reasonably
      necessary to determine Supplier's compliance with its obligations
      hereunder and/or its progress toward Commercial Operation.

	 	 	 	 
	 		11.4.2 	
      After Commercial Operation Date. After the
      Commercial Operation Date, Supplier shall provide to Buyer no later than
      January 31st and July 15th of each calendar year
      throughout the Term of this Agreement, in electronic format, a report
      which shall include all pertinent information in connection with
      Supplier's Generating Facility, including without limitation: all weather
      data from any collection device measuring data with respect to the
      Generating Facility (such as a met tower or similar measurement device);
      any available site condition reports; all reporting information maintained
      in the operational log and any other SCADA data from the Generating
      Facility; data on hot water and steam supply to be used for the Generating
      Facility including drilling data, test and well performance information,
      fuel supply and any reports pertaining to the Generating Facility fuel
      source or resource (e.g., geothermal reservoir/hydrological reports) and
      such other data and reports as may be reasonably requested by Buyer and
      which should be maintained by Supplier in accordance with Good Utility
      Practice for the relevant technology.

	 	 	 	 
	 		11.4.3 	
      Operations Log. Supplier shall maintain in
      accordance with Good Utility Practice an operations log(s), which shall
      include, without limitation: (a) all planned and unplanned outages,
      alarms, circuit breaker trip operations, partial deratings of equipment,
      mechanical impairments, defects or unavailability with respect to
      generating equipment; (b) the cause (including any root cause analysis undertaken) and remediation undertaken by Supplier with respect to the events listed in (a); (c) the Delivered Amounts for the Stub Period and each Contract Year, and (d) any other significant
event or information related to the operation of the Generating Facility or the delivery of Energy. The operations log(s) shall be available for inspection by Buyer upon forty-eight (48) hours notice together with all data maintained by Supplier as
support for such log(s). Supplier shall be responsible for maintaining sufficient evidentiary support in order to document the information contained in such operation log(s).



46 









		
11.5 		
Financial Information. Upon Buyer's written request, Supplier shall, within thirty (30) days of such request, provide Buyer with copies of Supplier's most recent quarterly and annual financial statements, which financial
statements shall be prepared in accordance with generally accepted accounting principles.

	
	 	 	 	 
	
12. 		
COMMUNICATIONS

	
	 	 	 	 
		
12.1 		
Supplier's Operating Representative shall be available to address and make decisions on all operational matters under this Agreement on a twenty-four (24) hour, seven (7) day per week basis. Supplier shall, at its expense, provide
a communication method with Buyer's Operating Representative at Buyer's operations center and with Buyer's scheduling personnel, as listed on Exhibit 4, to maintain communications between personnel at the Generating Facility and Buyer's Operating
Representative, Buyer's schedulers and the Control Area Operator at all times.

	
	 	 	 	 
		
12.2 		
In connection with meeting its obligations pursuant to this Article 12, Supplier shall provide at its expense:

	
	 	 	 	 
			
12.2.1 		
For the purposes of telemetering, a telecommunications circuit from the Generating Facility to Buyer's operations center, or other readily accessible real-time performance monitoring (e.g. a web-based performance monitoring
system);

	
	 	 	 	 
			
12.2.2 		
Two (2) dedicated ringdown voice telephone lines for purposes of accessing Buyer's dial-up metering equipment and for communications with Buyer's operations center; and

	
	 	 	 	 
			
12.2.3 		
Equipment to transmit to and receive telecopies and email from Buyer and the Control Area Operator, including cellular telephones.

	
	 	 	 	 
	
13. 		
SCHEDULING NOTIFICATION

	
	 	 	 	 
		
13.1 		
Scheduling Notification. Supplier shall provide to Buyer's scheduling Operating Representative notices containing information including Supplier's good faith daily and hourly forecast of the Delivered Amount, Generating
Facility Planned Outages, Derating, other outages and similar changes that may affect the Delivered Amount.

	



47 











		
13.2 		
Availability Notice Procedures.

	
	 	 	 	 
			
13.2.1 		
No later than 0500 PPT each day or as otherwise specified by Buyer consistent with Good Utility Practice, Supplier shall deliver to Buyer's Operating Representative an Availability Notice in the form set forth in Exhibit 8. The
Availability Notice will cover WECC ISAS daily preschedule calendar and WECC ISAS business practices for day-ahead energy or such other period specified by Buyer consistent with Good Utility Practice.

	
	 	 	 	 
			
13.2.2 		
Supplier shall update the Availability Notice and notify Buyer's Operating Representatives as soon as practical after becoming aware (a) of an expected Derating or (b) that Excess Energy is expected.

	
	 	 	 	 
			
13.2.3 		
The information in the Availability Notice, including the forecasted Delivered Amount and Excess Energy, will be Supplier's good faith forecast and will indicate any Delivery Hour for which the Delivered Amount is expected to be
less than the Supply Amount or any Delivery Hour for which Excess Energy is expected.

	
	 	 	 	 
			
13.2.4 		
In the event of a Derating, Supplier shall provide: (a) the extent, if any, to which the Derating is attributable to a Planned Outage; (b) the magnitude of the Derating; (c) the hours during which the Derating is expected to
apply; and (d) the cause of the Derating.

	
	 	 	 	 
	
14. 		
COMPLIANCE

	
	 	 	 	 
		
14.1 		
Each Party shall comply with all relevant Laws (including but not limited to compliance to ensure that, subject to the provisions of Section 3.3.2, the Generating Facility is at all times a Renewable Energy System and Supplier is
at all times in compliance with all requirements of a renewable energy generator as set forth in the Renewable Energy Law), and shall, at its sole expense, maintain in full force and effect all relevant permits, authorizations, licenses and other
authorizations material to the maintenance of its facilities and the performance of obligations under this Agreement. Each Party and its representatives shall comply with all relevant requirements of the Control Area Operator, Transmission Provider
and each Governmental Authority to ensure the safety of its employees and the public.

	
	 	 	 	 
		
14.2 		
Buyer and Supplier shall perform, or cause to be performed, their obligations under this Agreement in all material respects in accordance with Good Utility Practice.

	
	 	 	 	 
	
15. 		
APPROVALS

	
	 	 	 	 
		
15.1 		
Condition Precedent. Unless Buyer waives its right to terminate this Agreement pursuant to Section 15.3, each Party's performance of its respective obligations under Articles 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, and 14 of this Agreement is subject to Buyer obtaining the PUCN approval described in Section 15.2 in form and substance satisfactory to Buyer; provided that the obligations
under the Original PPA shall remain in full force and effect until such approval is obtained. Upon PUCN Approval of this Agreement, the Original PPA shall be terminated in full.

	



48 











		
15.2 		
PUCN Approval. Within one hundred (100) days after the Effective Date and in accordance with the requirements of NRS and NAC, Buyer shall submit this Agreement to the PUCN for:

	
	 	 	 	 
			
15.2.1 		
A determination that the terms and conditions of this Agreement are just and reasonable; and

	
	 	 	 	 
			
15.2.2 		
A determination that the costs of purchasing Energy and Portfolio Energy Credits under this Agreement are prudently incurred and that the Buyer may recover all just and reasonable costs of Energy and Portfolio Energy Credits
purchased under this Agreement.

	
	 	 	 	 
		
15.3 		
Failure to Obtain Approval; Conditions of Approval. If PUCN fails to grant approval or acceptance of this Agreement on or before the PUCN Approval Deadline, including all items provided in Section 15.2, then Buyer shall
have the right to terminate this Agreement upon ten (10) Business Days written notice to Supplier, in which case the Original PPA shall remain in effect. If PUCN grants the approval or acceptance of this Agreement and the conditions of such approval
or acceptance are not reasonably acceptable to Buyer, then Buyer shall have the right to terminate this Agreement within thirty (30) days of such PUCN approval or acceptance upon ten (10) Business Days written notice to Supplier.

	
	 	 	 	 
		
15.4 		
Cooperation. If requested by Buyer, Supplier shall cooperate with Buyer as Buyer may deem necessary in order to obtain any regulatory approval (including PUCN and FERC approval) in connection with this Agreement, including,
without limitation, providing affidavits, providing timely responses to data requests of such regulatory bodies, intervening in any relevant dockets, and requesting "commenter" or "intervener" status in any relevant docket. Each Party agrees to
notify the other Party of any significant developments in obtaining any approval in connection with achieving Commercial Operation of the Generating Facility, including PUCN approval. Each Party shall use reasonable efforts to obtain such required
approvals and shall exercise due diligence and shall act in good faith to cooperate with and assist each other in acquiring each approval necessary to effectuate this Agreement.

	
	 	 	 	 
	
16. 		
SECURITY

	
	 	 	 	 
		
16.1 		
Development Security. As a condition of Buyer's execution of and continuing obligations under this Agreement, Supplier shall provide to Buyer, as security for the performance of Supplier's obligations hereunder, either (a)
a letter of credit from a Qualified Financial Institution in the form attached hereto as Exhibit 17 or (b) a cash deposit, in either case, in an amount equal to
      Seven Hundred Thirteen Thousand Four Hundred and No/100 Dollars ($713,400)
      (the "Development Security"); provided, however, that if the Annual Supply
      Amount is increased pursuant to Section 3.7.1, then the amount of the
      required Development Security will be increased to be an amount that is
      equal to the product of (i) the total number of MWh comprising the Annual
      Supply Amount as so adjusted, and (ii) USD $10.00. The Development
      Security shall be posted within five (5) Business Days after the PUCN
      Approval Date. If the Generating Facility has achieved Commercial
      Operation prior to or on the PUCN Approval Date, then no Development
      Security shall be required. Buyer shall have the right to draw upon the
      Development Security, at Buyer's sole discretion, (a) as a non-exclusive
      remedy available to Buyer under Article 23, (b) in the event Supplier
      fails to achieve Commercial Operation by the Commercial Operation Deadline
      (or the extended Commercial Operation Deadline if Supplier has met the
      requirements of Section 8.4.1), (c) if Supplier fails to make any payments
      owing under this Agreement, or (d) if Supplier fails to reimburse Buyer
      for costs, including Replacement Costs, PC Replacement Costs and
      Penalties, that Buyer has incurred or may incur as a result of Supplier's
      failure to perform its obligations under this Agreement. Any such drawing
      on the Development Security by Buyer (except for a drawing in full for
      Supplier's failure to achieve Commercial Operation by the Commercial
      Operation Date, resulting in termination of this Agreement) shall give
      rise to an obligation of Supplier to replenish the Development Security to
      its original amount (or increased amount, if applicable) within three (3)
      Business Days. In the event that no amounts are due and owing by Supplier
      to Buyer under this Agreement and Supplier has provided the Operating
      Security to Buyer, the Development Security shall be released to Supplier
      upon the earlier of (x) termination of this Agreement in accordance with
      its terms or (y) on the fifteenth (15th ) Business Day after
      the Generating Facility achieves Commercial Operation. Upon the consent of
      Buyer, Supplier may apply and maintain the Development Security as a
      portion of Operating Security required to be provided by Supplier pursuant
      to Section 16.2.

	



49 







	 	16.2 	
      Operating Security. As a condition of Buyer's
      continuing obligation under this Agreement, Supplier shall provide to
      Buyer, as security for the performance of Supplier's obligations
      hereunder, either (a) a letter of credit from a Qualified Financial
      Institution in the form attached hereto as Exhibit 17 or (b) a cash
      deposit, in either case, in an amount equal to One Million Four Hundred
      Twenty Six Thousand Seven Hundred and No/100 Dollars ($1,426,700) (the
      "Operating Security"); provided, however, that if the Annual Supply Amount
      is increased pursuant to Section 3.7.1, 3.7.4 or 3.7.5, then the amount of
      the required Operating Security will be increased to be an amount that is
      equal to the product of (i) the total number of MWh comprising the Annual
      Supply Amount as so adjusted, and (ii) USD $20.00. The Operating Security
      shall be posted no later than five (5) Business Days after the PUCN
      Approval Date or, if Commercial Operation occurs after the PUCN Approval
      Date, then five (5) Business Days after the Generating Facility achieves
      Commercial Operation. Buyer shall have the right to draw upon the
      Operating Security, at Buyer's sole discretion, (a) as a non-exclusive
      remedy available to Buyer under Article 23, (b) in the
  event Supplier fails to make any payments owing under this
      Agreement or (c) if Supplier fails to reimburse Buyer for costs, including
      Replacement Costs, PC Replacement Costs and Penalties that Buyer has
      incurred or may incur as a result of Supplier's failure to perform under
      this Agreement. Any such drawing on the Operating Security by Buyer shall
      give rise to an obligation of Supplier to replenish the Operating Security
      to its original amount (or increased amount, if applicable) within three
      (3) Business Days. In the event that no amounts are due and owing by
      Supplier to Buyer under this Agreement, the Operating Security shall be
      released to Supplier upon the earlier of the fifteenth (15th )
      Business Day after (x) termination of this Agreement in accordance with
      its terms or (y) the expiration of the Term.



50 





	 	16.3 	
      Letters of Credit: With respect to any letter of
      credit posted by Supplier as Development Security or Operating Security:
      (a) no later than thirty (30) days prior to the expiration date of any
      letter of credit, Supplier shall cause the letter of credit to be renewed
      or replaced with another letter of credit in an equal amount; (b) in
      addition to the conditions specified in Sections 16.1 and 16.2, Buyer
      shall have the right to draw on such letter of credit, at Buyer's sole
      discretion (i) if such letter of credit has not been renewed or replaced
      at least thirty (30) days prior to the date of its expiration or (ii) if
      the Credit Rating of the financial institution that issued such letter of
      credit has been downgraded to below the Minimum Credit Rating and Supplier
      has not caused a replacement letter of credit to be issued for the benefit
      of Buyer within five (5) Business Days of such downgrade pursuant to
      Section 16.4.

	 	 	 
	 	16.4 	
      Maintaining Security. If at any time after the
      Effective Date of this Agreement, Standard & Poor's, Moody's or
      another nationally recognized firm downgrades the Credit Rating of the
      financial institution issuing a letter of credit pursuant to this
      Agreement to below the Minimum Credit Rating, then Supplier shall (a)
      provide Buyer with written notice of such downgrade within two (2)
      Business Days of Supplier being notified of any such downgrade and (b)
      cause a replacement letter of credit satisfying the conditions of Section
      16.3 to be issued in favor of Buyer within five (5) Business Days of such
      downgrade. In the event such a downgrade also constitutes an Event of
      Default pursuant to Article 23, then the requirements of this Section 16.4
      are in addition to, and not in lieu of, the provisions of Article 23.
      Supplier shall take all necessary action and shall be in compliance with
      Section 16.1 and/or Section 16.2, as the case may be, within five (5)
      Business Days of the downgrade.

	 	 	 
	 	16.5 	
      No Interest on Supplier Security. Supplier shall
      not earn or be entitled to any interest on any security provided pursuant
      to this Article 16, including cash amounts deposited pursuant to Section 0
      or 16.2.

	 	 	 
	 	16.6 	
      Waiver of Buyer Security. Supplier hereby waives
      any and all rights it may have, including rights at law or otherwise, to
      require Buyer to provide financial assurances or security (including, but
      not limited to, cash, letters of credit, bonds or other collateral) in
      respect of its obligations under this Agreement.



51 









	
17. 		
INDEMNIFICATION

	
	 	 	 	 
		
17.1 		
Indemnification for Losses. A Party to this Agreement (the "Indemnifying Party") shall indemnify, defend and hold harmless, on an After Tax Basis, the other Party, its parent and Affiliates, and each of their officers,
directors, employees, attorneys, agents and successors and assigns (each an "Indemnified Party") from and against any and all Losses arising out of, relating to, or resulting from the Indemnifying Party's breach of, or the performance or
non-performance of its obligations under this Agreement (including reasonable attorneys' fees and costs); provided, however, that no Party shall be indemnified hereunder for any Loss to the extent resulting from its own gross
negligence, fraud or willful misconduct.

	
	 	 	 	 
			
17.1.1 		
In furtherance of the foregoing indemnification and not by way of limitation thereof, the Indemnifying Party hereby waives any defense it otherwise might have against the Indemnified Party under applicable workers' compensation
laws.

	
	 	 	 	 
			
17.1.2 		
In claims against any Indemnified Party by an agent of the Indemnifying Party, or anyone directly or indirectly employed by them or anyone for whose acts the Indemnifying Party may be liable, the indemnification obligation under
this Article 17 shall not be limited by a limitation on amount or type of damages, compensation or benefits payable by or for the Indemnifying Party or a subcontractor under workers' or workmen's compensation acts, disability benefit acts or other
employee benefit acts.

	
	 	 	 	 
		
17.2 		
No Negation of Existing Indemnities; Survival. Each Party's indemnity obligations under this Agreement shall not be construed to negate, abridge or reduce other rights or obligations, which would otherwise exist at Law or
in equity. The obligations contained herein shall survive any termination, cancellation, expiration, or suspension of this Agreement to the extent that any third-party claim is commenced during the applicable statute of limitations period.

	
	 	 	 	 
		
17.3 		
Indemnification Procedures.

	
	 	 	 	 
			
17.3.1 		
Any Indemnified Party seeking indemnification under this Agreement for any Loss shall give the Indemnifying Party notice of such Loss promptly but in any event on or before thirty (30) days after the Indemnified Party's actual
knowledge of such claim or action. Such notice shall describe the Loss in reasonable detail, and shall indicate the amount (estimated if necessary) of the Loss that has been, or may be sustained by, the Indemnified Party. To the extent that the
Indemnifying Party will have been actually and materially prejudiced as a result of the failure to provide such notice, the Indemnified Party shall bear all responsibility for any additional costs or expenses incurred by the Indemnifying Party as a
result of such failure to provide notice.

	



52 







	 	 	17.3.2	In any action or proceeding brought against an Indemnified
      Party by reason of any claim indemnifiable hereunder, the Indemnifying
      Party may, at its sole option, elect to assume the defense at the
      Indemnifying Party's expense, and shall have the right to control the
      defense thereof and to determine the settlement or compromise of any such
      action or proceeding. Notwithstanding the foregoing, an Indemnified Party
      shall in all cases be entitled to control its own defense in any action if
      it:
	 	 		
	 	 	 	17.3.2.1	May result in injunctions or other equitable remedies with respect to
      the Indemnified Party which would affect its business or operations in any
      materially adverse manner;
	 	 	 	 	 
				17.3.2.2 	
      May result in material liabilities which may not be fully
      indemnified hereunder; or

	 	 	 	 	 
				17.3.2.3 	
      May have a Material Adverse Effect to Indemnified Party
      (including a Material Adverse Effect on the tax liabilities, earnings,
      ongoing business relationships or regulation of the Indemnified Party)
      even if the Indemnifying Party pays all indemnification amounts in
      full.

	 	 	 	 	 
			17.3.3 	
      Subject to Section 17.3.2, neither Party may settle or
      compromise any claim for which indemnification is sought under this
      Agreement without the prior written consent of the other Party;
      provided, however, said consent shall not be unreasonably
      withheld, conditioned or delayed.

	 	 	 	 	 
	18. 	
      LIMITATION OF LIABILITY

	 	 	 	 	 
		18.1 	
      Responsibility for Damages. Except where caused by
      the other Party's negligence or willful misconduct, each Party shall be
      responsible for all physical damage to or destruction of the property,
      equipment and/or facilities owned by it, and each Party hereby releases
      the other Party from any reimbursement for such damage or
    destruction.

	 	 	 	 	 
		18.2 	
      Limitation on Damages. To the fullest extent
      permitted by Law and notwithstanding other provisions of this Agreement,
      in no event shall a Party be liable to the other Party, whether in
      contract, warranty, tort, negligence, strict liability, or otherwise, for
      special, indirect, incidental, multiple, consequential (including lost
      profits or revenues, business interruption damages and lost business
      opportunities), exemplary or punitive damages related to, arising out of,
      or resulting from performance or nonperformance of this Agreement (unless
      due to the willful or intentional breach of this Agreement by such Party,
      in which case the limitation shall not apply). For purposes of
      clarification, Replacement Costs, PC Replacement Costs or payment made by
      either Party to satisfy Penalties or payments owing under Sections 3.5,
      3.6, 3.8, 7.5, 8.4, 8.5, 14.1, 16.1, 16.2, 17.1, 18.1, 20.4, 26.1 shall
      not be considered special, indirect, incidental, multiple, punitive,
      consequential or incidental damages under this Section 18.2. In addition,
      this limitation on damages shall not apply with respect to claims
      brought by third parties for which a Party is entitled to
      indemnification under this Agreement.



53 





		18.3 	
      Survival. The provisions of this Article 18 shall
      survive any termination, cancellation, expiration, or suspension of this
      Agreement.

	 	 	 	 
	19. 	
      FORCE MAJEURE

	 	 	 	 
		19.1 	
      Excuse. Subject to Section 19.4, neither Party
      shall be considered in default under this Agreement for any delay or
      failure in the performance of its obligations under this Agreement
      (including any obligation to deliver or accept Product) if such delay or
      failure is due to an event of Force Majeure.

	 	 	 	 
		19.2 	
      Definition. "Force Majeure" means, subject to
      Section 19.3, any of the following enumerated events that occur subsequent
      to the Effective Date and before the termination or expiration of the Term
      of this Agreement and that delays or prevents a Party's performance of its
      obligations under this Agreement, but only to the extent that (a) such
      event of Force Majeure is not attributable to fault or negligence on the
      part of that Party, (b) such event of Force Majeure is caused by factors
      beyond that Party's reasonable control, (c) despite taking all reasonable
      technical and commercial precautions and measures to prevent, avoid,
      mitigate or overcome such event and the consequences thereof, the Party
      affected has been unable to prevent, avoid, mitigate or overcome such
      event or consequences and (d) such Party has satisfied the requirements of
      Section 19.4:

				
       

	 	 	19.2.1	Acts of God such as storms, hurricanes, floods, lightning, fire,
      explosion, quarantine, earthquakes, or other natural disasters;
				 
	 	 	19.2.2	Sabotage or destruction by a third party of facilities and equipment
      relating to the performance by the affected Party of its obligations under
      this Agreement;
			
       

	 	 	19.2.3 	War, riot, acts of a public enemy or other civil disturbance;
				 
	 	 	19.2.4 	Strike, walkout, lockout or other significant labor dispute; or
			
       

	 	 	19.2.5	Action or inaction of a Governmental Authority (excluding any
      amendment, modification or other change, enacted after the Effective Date,
      to any Law) that (a) prevents the Transmission Provider from completing
      modifications to the Interconnection Facilities or Transmission System to
      connect to the Generating Facility, (b) prevents Supplier from operating
      the Generating Facility, or (c) prevents the Buyer from taking delivery of
      the Supply Amount from Supplier.
	 	 	 	 
		19.3 	
      Exclusions. None of the following shall constitute
      an event of Force Majeure:

	 	 	 
	 	 	19.3.1	Economic hardship of either Party;


54 





	 	 	19.3.2 	The non-availability of the resource supply to generate electricity
      from the Generating Facility, including non-availability of the resource
      supply due to weather or climate conditions;
	 	 	 	  
			19.3.3 	
      A Party's failure to obtain any permit, license, consent,
      agreement or other approval from a Governmental Authority, except to the
      extent it is caused by an event listed in Sections 19.2.1 or 19.2.3;
      and

	 	 	 	 
			19.3.4 	
      A Party's failure to meet a Project Milestone, except to
      the extent it is caused by an event listed in Sections 19.2, excluding
      Section 19.2.5.

	 	 	 	 
		19.4 	
      Conditions. In addition to the conditions set
      forth in Section 19.2, a Party may rely on a claim of Force Majeure to
      excuse its performance only to the extent that such Party:

	 	 	 	 
			19.4.1 	
      Provides prompt notice of such Force Majeure event to the
      other Party, giving an estimate of its expected duration and the probable
      impact on the performance of its obligations under this
  Agreement;

	 	 	 	 
			19.4.2 	
      Exercises all reasonable efforts to continue to perform
      its obligations under this Agreement;

	 	 	 	 
			19.4.3 	
      Expeditiously takes action to correct or cure the event
      or condition excusing performance so that the suspension of performance is
      no greater in scope and no longer in duration than is dictated by the
      problem; provided, however, that settlement of strikes or
      other labor disputes will be deemed to be completely within the sole
      discretion of the Party affected by such strike or labor
dispute;

	 	 	 	 
			19.4.4 	
      Exercises all reasonable efforts to mitigate or limit
      damages to the other Party; and

	 	 	 	 
			19.4.5 	
      Provides prompt notice to the other Party of the
      cessation of the event or condition giving rise to its excuse from
      performance.

	 	 	 	 
	20. 	
      DISPUTES

	 	 	 	 
		20.1 	
      Dispute or Claim. Any cause of action, claim or
      dispute which either Party may have against the other arising out of or
      relating to this Agreement, including, but not limited to, the
      interpretation of the terms hereof or any Laws or regulations that affect
      this Agreement, or the transactions contemplated hereunder, or the breach,
      termination or validity thereof ("Dispute") shall be submitted in writing
      to the other Party. The written submission of any Dispute shall include a
      concise statement of the question or issue in dispute together with a
      statement listing the relevant facts and appropriate supporting
      documentation.

	 	 	 	 
		20.2 	
      Good Faith Resolution. The Parties agree to
      cooperate in good faith to expedite the resolution of any Dispute. Pending
      resolution of a Dispute, the Parties shall proceed diligently with the performance of their obligations under this Agreement.



55 









		
20.3 		
Informal Negotiation. The Parties shall first attempt in good faith to resolve any Dispute through informal negotiations by the Operating Representatives or Contract Representatives and senior management of each Party.

	
	 	 	 	 
		
20.4 		
Jurisdiction, Venue. Each Party hereto irrevocably (a) submits to the exclusive jurisdiction of the federal and state courts located in the County of Clark, State of Nevada; (b) waives any objection which it may have to the
laying of venue of any proceedings brought in any such court; and (c) waives any claim that such proceedings have been brought in an inconvenient forum.

	
	 	 	 	 
		
20.5 		
Recovery of Costs and Attorneys' Fees. In the event of a dispute arising from or relating to this Agreement, whether or not an action is commenced in any court to enforce any provision or for damages by reason of any
alleged breach of this Agreement, then the prevailing Party will be entitled to recover from the other Party all costs and attorneys' fees reasonably incurred in resolving the dispute. For purposes hereof, the "prevailing" Party need not prevail on
every issue involved in the dispute, but only on the main issue giving rise to the dispute.

	
	 	 	 	 
	
21. 		
NATURE OF OBLIGATIONS

	
	 	 	 	 
		
21.1 		
Relationship of the Parties. The provisions of this Agreement shall not be construed to create an association, trust, partnership, or joint venture; or impose a trust or partnership duty, obligation, or liability or agency
relationship between the Parties.

	
	 	 	 	 
		
21.2 		
No Public Dedication. By this Agreement, neither Party dedicates any part of its facilities nor the service provided under this Agreement to the public.

	
	 	 	 	 
	
22. 		
ASSIGNMENT

	
	 	 	 	 
		
22.1 		
Buyer Assignment. Buyer may assign this Agreement as follows:

	
	 	 	 	 
			
22.1.1 		
After PUCN Approval Buyer may assign this Agreement or assign or delegate its rights and obligations under this Agreement, in whole or in part, without Supplier's consent, if such assignment is made to: (a) Nevada Power Company;
(b) where such assignment does not occur by operation of law, any successor to Buyer provided such successor is a public utility holding a certificate of public convenience and necessity granted by the PUCN pursuant to NRS Chapter 704; (c) a legally
authorized governmental or quasi-governmental agency charged with providing retail electric service in Nevada; or (d) as otherwise required by Law.

	
	 	 	 	 
			
22.1.2 		
Buyer also may assign this Agreement, in whole or in part, without Supplier's consent, to a party or Person whose Credit Rating, as published by either Relevant Rating Agency, is equal or superior to
      the Minimum Credit Rating as of the time of assignment.

	



56 







	 		22.1.3 	
      Buyer shall provide Supplier with written notice of any
      such assignment.

	 	 	 	 
	 	22.2 	
      Supplier Assignment. Supplier may, without the
      consent of Buyer (and without relieving itself from liability hereunder)
      (a) transfer, pledge, encumber or assign this Agreement or the account,
      revenues or proceeds hereof in connection with any financing or other
      financial arrangements for the Generating Facility and (b) transfer or
      assign this Agreement to any of its Affiliates in connection with a
      transfer of the Generating Facility to such Affiliate; provided, that
      Supplier provides Buyer prior notice of any such transfer or assignment
      and, with respect to any transfer to an Affiliate of Supplier, (i) the
      creditworthiness of such Affiliate is equal to or superior to the
      creditworthiness of Supplier as of the Effective Date, as determined by
      Buyer in its reasonable discretion, and (ii) such Affiliate enters into an
      assignment and assumption agreement, in form and substance satisfactory to
      Buyer, pursuant to which such Affiliate assumes all of Supplier's
      obligations hereunder and otherwise agrees to be bound by the terms of
      this Agreement. Supplier agrees that it will provide written notice to
      Buyer (and, if required, the PUCN Regulatory Operations Staff, and the
      State of Nevada Attorney General's Bureau of Consumer Protection) of any
      assignment of this Agreement by Supplier, together with information
      supporting the permissible nature of the assignment, prior to the
      effective date of any such assignment.

	 	 	 	 
	 	22.3 	
      Mutual Prohibition. Except as stated above,
      neither this Agreement nor any of the rights, interests, or obligations
      hereunder shall be assigned by either Party, including by operation of
      Law, without the prior written consent of the other Party, which consent
      shall not be unreasonably withheld. Any assignment of this Agreement in
      violation of the foregoing shall be, at the option of the non- assigning
      Party, void.

	 	 	 	 
	 	22.4 	
      Liability After Assignment. A Party's assignment
      or transfer of rights or obligations pursuant to this Article 22 (other
      than Section 22.2) of this Agreement shall relieve said Party from any
      liability and financial responsibility for the performance thereof arising
      after any such transfer or assignment, provided such transferee enters
      into an assignment and assumption agreement, in form and substance
      satisfactory to the other Party, pursuant to which such transferee assumes
      all of the assigning or transferring Party's obligations hereunder and
      otherwise agrees to be bound by the terms of this Agreement.

	 	 	 	 
	 	22.5 	
      Transfers of Ownership. Subject to satisfaction of
      the requirements of Article 6:

	 	 	 	 
	 		22.5.1 	
      Supplier shall not sell, transfer, assign or otherwise
      dispose of its ownership interest in the Generating Facility to any third
      party absent (a) a transfer of this Agreement to such third party, (b)
      Supplier entering into an assignment and assumption agreement, in form and
      substance satisfactory to Buyer, with such third party pursuant to which
      such third party assumes all of Supplier's obligations hereunder and
      otherwise agrees to be bound by the terms of this Agreement, and (c)
      Buyer's prior written approval, not to be unreasonably withheld, of such
      third party. Notwithstanding the foregoing, this Section 22.5.1 shall not
      apply or restrict any sale, transfer, assignment or disposal of the
      Generating Facility to an Affiliate of Supplier so long as the
      requirements for the assignment of the Agreement to an Affiliate in
      Section 22.2 are satisfied.



57 





	 		22.5.2 	
      No Controlling Interest in Supplier may be sold,
      transferred or assigned (whether through a single transaction or a series
      of transactions over time) without Buyer's prior written approval, not to
      be unreasonably withheld, of the transferee(s) with respect to such
      Controlling Interest.

	 	 	 	 
	 	22.6 	
      Assignee Obligations. Supplier shall procure and
      deliver to Buyer an undertaking, enforceable by Buyer, from each party
      possessing a security interest in the Generating Facility to the effect
      that, if such party forecloses on its security interest, (a) it will
      assume Supplier's obligations under and otherwise be bound by the terms of
      this Agreement, and (b) it will not sell, transfer or otherwise dispose of
      its interest in the Generating Facility to any third party absent an
      agreement from such third party to assume Supplier's obligations under and
      otherwise be bound by the terms of this Agreement.

	 	 	 	 
	 	22.7 	
      Successors and Assigns. This Agreement and all of
      the provisions hereof are binding upon, and inure to the benefit of, the
      Parties and their respective permitted successors and permitted
      assigns.

	 	 	 	 
	 	22.8 	
      Collateral Assignment by Supplier. In the event
      that Supplier intends to transfer, pledge, encumber or collaterally assign
      this Agreement to Supplier's Lenders, Supplier shall provide written
      notice to Buyer of such intended transfer, pledge, encumbrance or
      assignment, including the address of Supplier's Lender(s). Any negotiation
      of documentation required in connection with a collateral assignment or
      other financing activity of Supplier shall be at the sole cost and expense
      of Supplier, and Supplier shall reimburse Buyer for all documented
      third-party costs in connection with such activities. As a condition
      precedent to the effectiveness of any such transfer, pledge, encumbrance
      or collateral assignment, Buyer and Supplier and Supplier's Lenders shall
      have agreed upon the terms of a consent to collateral assignment of this
      Agreement, which consent to collateral assignment shall be in form and
      substance reasonably acceptable to Buyer, and shall address the following
      provisions:

	 	 	 	 
	 		22.8.1 	
      Except to the extent permitted by the terms of the
      consent to collateral assignment, the Parties shall not amend or modify
      this Agreement in any material respect without the prior written consent
      of Supplier's Lender(s);

	 	 	 	 
	 		22.8.2 	
      Prior to exercising its right to terminate this Agreement
      as a result of an Event of Default by Supplier, Buyer shall give notice of
      such Event of Default by Supplier to any of Supplier's Lender(s) which
      Buyer has been provided written notice of;



58 





	 	22.8.3 	
      Except to the extent permitted by the terms of the
      consent to collateral assignment, Supplier's Lender(s) shall have the
      right, but not the obligation, to cure an Event of Default on behalf of
      Supplier in accordance with the provisions of this Agreement, provided
      that Supplier's Lender(s) shall be provided an additional thirty (30)
      days, from the end of the Cure Period provided pursuant to Section 23.2,
      to effect a cure of such Event of Default;

	 	 	 	 
	 	22.8.4 	
      An agreement, enforceable by Buyer, from each of
      Supplier's Lenders that:

	 	 	 	 
	 		22.8.4.1 	
      Supplier's Lenders shall receive prior notice of and the
      right to approve material amendments to the Agreement, which approval
      shall not be unreasonably withheld, delayed, or conditioned;

	 	 	 	 
	 		22.8.4.2 	
      If Supplier's Lenders directly or indirectly, take
      possession of, or title to the Generating Facility (including possession
      by a receiver or title by foreclosure or deed in lieu of foreclosure),
      then Supplier's Lenders shall assume all of Supplier's obligations under
      this Agreement, provided that Supplier's Lenders shall have no personal
      liability for any monetary obligations of Supplier under this Agreement
      which are due and owing to Buyer as of the assumption date;
      provided, however, that prior to such assumption, if Buyer
      advises Supplier's Lenders that Buyer will require that Supplier's Lenders
      cure (or cause to be cured) any Supplier Event of Default hereunder
      existing as of the possession date (irrespective of when such Event of
      Default occurred) in order to avoid the exercise by Buyer (in its sole
      discretion) of Buyer's right to terminate the Agreement in respect of such
      Event of Default, then Supplier's Lenders at their option; and in their
      sole discretion, may elect to either: (a) cause such Event of Default to
      be cured; or (b) not assume this Agreement; and

	 	 	 	 
	 		22.8.4.3 	
      If Supplier's Lenders elect to sell or transfer the
      Generating Facility (after directly or indirectly taking possession of, or
      title to, the Generating Facility) or if the sale of the Generating
      Facility occurs through the actions of Supplier's Lenders (including, a
      foreclosure sale where a third party is the buyer, or otherwise), then, as
      a condition of such sale or transfer, (a) Supplier's Lenders shall cause
      the buyer or transferee of the Generating Facility to assume all of
      Supplier's obligations arising under this Agreement and (b) the buyer or
      transferee of the Generating Facility shall (i) have creditworthiness that
      is equal to or superior to the creditworthiness of Supplier as of the
      Effective Date, as determined by Buyer in its reasonable discretion and
      (ii) have experience in operating renewable energy generating facilities that is equivalent or superior to that of Supplier, or the operator of the Generating Facility, if Supplier is not the operator, shall be a reputable operator with experience in operating renewable
energy generating facilities similar to that of the Generating Facility, as determined by Buyer in its reasonable discretion.



59 









	
23. 		
DEFAULT AND REMEDIES

	
	 	 	 	 
		
23.1 		
Events of Default. Except to the extent excused due to an event of Force Majeure in accordance with Article 19, an event of default ("Event of Default") shall be deemed to have occurred with respect to a Party (the
"Defaulting Party") upon the occurrence of one or more of the following events:

	
	 	 	 	 
			
23.1.1 		
failure to comply with any material obligations imposed upon it by this Agreement or failure of any representation or warranty of a Party to be true in any material respect;

	
	 	 	 	 
			
23.1.2 		
failure to make timely payments due under this Agreement;

	
	 	 	 	 
			
23.1.3 		
failure to comply with the material requirements of the Control Area Operator, Transmission Provider, Buyer, WECC, PUCN, FERC, or any successor thereto where following such directions is required hereunder;

	
	 	 	 	 
			
23.1.4 		
in the case of Supplier, its failure at any time to qualify and maintain the Generating Facility as a Renewable Energy System or itself as a renewable energy producer or similar status under the Renewable Energy Law (subject to
the limitations of Section 3.3.2);

	
	 	 	 	 
			
23.1.5 		
in the case of Supplier, its failure to install, operate, maintain or repair the Generating Facility in accordance with Good Utility Practice;

	
	 	 	 	 
			
23.1.6 		
in the case of Supplier, its failure to complete any of the Critical Project Milestones (including, without limitation, Commercial Operation) under the terms of Section 8.2.1 and 8.3 (as applicable) and as set forth in Exhibit
6;

	
	 	 	 	 
			
23.1.7 		
in the case of Supplier, its failure to comply with the provisions of Article 16 (including any replenishment requirement);

	
	 	 	 	 
			
23.1.8 		
in the case of Supplier, for any Biennial Period, the sum of all Delivered Amounts for such period is less than fifty percent (50%) of the Biennial Threshold;

	
	 	 	 	 
			
23.1.9 		
in the case of Supplier, its failure to comply with the provisions of Article 22;

	



60 







	 		23.1.10 	
      in the case of Supplier, its failure to comply with the
      provisions of Article 26; and

	 	 	 	 	 
	 		23.1.11 	
      in the case of Supplier, if Supplier (a) becomes
      insolvent, files for or is forced into bankruptcy (and in the case of an
      involuntary bankruptcy, such proceeding is not dismissed within sixty (60)
      days), (b) makes an assignment for the benefit of creditors, (c) is unable
      to pay its debts as they become due or (d) is subject to a similar action
      or proceeding (and in the case of an involuntary bankruptcy, such
      proceeding is not dismissed within sixty (60) days).

	 	 	 	 	 
	 	23.2 	
      Cure Period. There shall be no cure period for an
      Event of Default under Section 23.1.6, Section 23.1.8, or Section 23.1.11.
      With respect to all other Events of Default, an Event of Default shall not
      be deemed to have occurred:

	 	 	 	 	 
	 		23.2.1 	
      under Section 23.1.2, unless and until the Defaulting
      Party shall have had a period of ten (10) Business Days from the date the
      applicable payment was due (a "Payment Cure Period"); and

				 	
      

	 		23.2.2 	
      under any other subsection of Section 23.1 (other than
      Section 23.1.6, 23.1.8, or Section 23.1.11), unless and until the
      Defaulting Party shall have had a period of thirty (30) days from the date
      of receipt of written notice of the occurrence of such failure (a
      "Performance Cure Period"). A Performance Cure Period may be extended for
      an additional ninety (90) days for an Event of Default under any other
      subsection of Section 23.1, (other than Section 23.1.6, Section 23.1.8 or
      Section 23.1.11); provided (i) Supplier can reasonably demonstrate to
      Buyer that such potential Event of Default was not reasonably capable of
      being cured within the initial Performance Cure Period, and such potential
      Event of Default is capable of being cured within the extended Performance
      Cure Period, (ii) Supplier is diligently and continuously proceeding to
      cure such potential Event of Default and (iii) Supplier posts additional
      security in a form consistent with the provisions of either Section 16.1
      or 16.2, and in an amount acceptable to Buyer in its reasonable
      discretion.

	 	 	 	 	 
	 	23.3 	
      Remedies. If an Event of Default is not cured by
      the Defaulting Party during the Cure Period, the Non-Defaulting Party
      shall be entitled to all legal and equitable remedies that are not
      expressly prohibited by the terms of this Agreement, including termination
      of this Agreement as provided in Section 2.3
      (provided that, for any Supplier Event of
      Default as to which Buyer has received written notice from Supplier, such
      termination right must be exercised by Buyer within three hundred sixty
      (360) days following the expiration of any applicable Cure Period),
      payment of damages, and, in the case of Buyer, drawing upon the
      Development Security and/or the Operating Security as provided in Article
      16.



61 









	
24. 		
REPRESENTATIONS AND WARRANTIES OF SUPPLIER

	
	 	 	 
		
The Supplier represents and warrants to Buyer as of the Effective Date as follows, and covenants to Buyer that such representations and warranties will be true and correct for so long as this Agreement is in force and effect:

	
	 	 	 
		
24.1 		
Organization. Supplier is a Limited Liability Company duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite power and authority to own, lease and/or operate its
properties and to carry on its business as is now being conducted. Supplier is duly qualified or licensed to do business as a limited liability company and is in good standing in each jurisdiction in which the property owned, leased or operated by
it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so duly qualified or licensed and in good standing would not have a Material Adverse Effect.

	
	 	 	 
		
24.2 		
Authority Relative to this Agreement. Supplier has full authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated herein and has taken all [corporate] actions necessary to
authorize the execution, delivery and performance of this Agreement. No other proceedings or approvals on the part of Supplier are necessary to authorize this Agreement. This Agreement constitutes a legal, valid and binding obligation of Supplier
enforceable in accordance with its terms except as the enforcement thereof may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of rights generally.

	
	 	 	 
		
24.3 		
Consents and Approvals; No Violation. Other than obtaining the Supplier's Required Regulatory Approvals as set out in Exhibit 10, the execution, delivery and performance of this Agreement by Supplier shall not (a) conflict
with or result in any breach of any provision of the articles of organization (and/or other governing documents) of Supplier; (b) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental
Authority, except where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, could not reasonably be expected to have a Material Adverse Effect or (c) result in a default (or give rise to any
right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, agreement, lease or other instrument or obligation to which Supplier or any of its subsidiaries is a party
or by which any of their respective assets may be bound, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained.

	
	 	 	 
		
24.4 		
Regulation as a Utility. Except as set forth in Exhibit 10, Supplier is not subject to regulation as a public utility or public service company (or similar designation) by the United States, any State of the United States,
any foreign country or any municipality or any political subdivision of the foregoing.

	



62 











		
24.5 		
Availability of Funds. Supplier has, or will have, and shall maintain sufficient funds available to it to perform all obligations under this Agreement and to consummate the obligations contemplated pursuant thereto.

	
	 	 	 
		
24.6 		
Interconnection Process; Transmission. Supplier has initiated with the Transmission Provider the process of obtaining the rights to interconnect the Generating Facility to the Transmission System in order to provide for the
delivery of Energy to and at the Delivery Point(s). Supplier will deliver firm Energy to the Delivery Point.

	
	 	 	 
		
24.7 		
Interconnection Cost Due Diligence. Supplier has conducted due diligence regarding the costs of all facilities necessary to interconnect the Generating Facility to and at the Delivery Point(s) and all such costs are covered
by the Product Rates depicted in Exhibit 2A.

	
	 	 	 
		
24.8 		
Permits, Authorizations, Licenses, Grants, etc. Supplier has applied or will apply for or has received the permits, authorizations, licenses and grants listed in Exhibits 10 and 11, and that no other permits,
authorizations, licenses or grants are required by Supplier to construct and operate the Generating Facility or fulfill its obligations under this Agreement.

	
	 	 	 
		
24.9 		
Related Agreements. Supplier has entered into or will enter into all necessary and material agreements as listed in Exhibit 12 related to Supplier's obligations under this Agreement.

	
	 	 	 
		
24.10 		
Certification. The Generating Facility qualifies as a Renewable Energy System and Supplier has been and is in compliance with all requirements set forth in the Renewable Energy Law.

	
	 	 	 
		
24.11 		
Title. Supplier will own all Product attributable to the Generating Facility and has the right to sell such Product to Buyer. Supplier will convey good title to the Product to Buyer free and clear of any liens or other
encumbrances or title defects, including any which would affect Buyer's ownership of any portion of such Product or prevent the subsequent transfer of any portion of such Product by Buyer to a third party.

	
	 	 	 
		
24.12 		
Project Site. Supplier either (a) owns the real property comprising the Project Site or (b) has obtained the necessary rights to construct and operate the Generating Facility on the Project Site throughout the Term.

	
	 	 	 
	
25. 		
REPRESENTATIONS AND WARRANTIES OF BUYER

	
	 	 	 
		
Buyer represents and warrants to Supplier as of the Effective Date as follows and covenants to Supplier that such representations and warranties will be true and correct for so long as this Agreement is in force and effect:

	
	 	 	 
		
25.1 		
Organization; Qualification. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada and has all requisite corporate power and authority to own, lease, and operate its properties and to carry on its business as is now being conducted. Buyer is duly qualified or licensed to do business as a corporation and is in good standing
in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so duly qualified or licensed and in good standing would not
have a Material Adverse Effect.

	



63 











		
25.2 		
Authority Relative to this Agreement. Buyer has full corporate authority to execute and deliver this Agreement to which it is a party and to consummate the transactions contemplated herein. The execution and delivery of
this Agreement has been duly and validly authorized by Buyer and no other corporate proceedings on the part of Buyer are necessary to authorize this Agreement. This Agreement constitutes a legal, valid and binding obligation of Buyer enforceable in
accordance with its terms except as the enforcement thereof may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of rights generally.

	
	 	 	 
		
25.3 		
Consents and Approvals; No Violation. Other than obtaining Buyer's Required Regulatory Approvals as set out in Exhibit 9, the execution, delivery and performance of this Agreement by Buyer shall not (a) conflict with or
result in any breach of any provision of the articles of organization (or other similar governing documents) of Buyer; (b) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority,
except (i) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, could not reasonably be expected to have a Material Adverse Effect or (ii) for those consents, authorizations, approvals,
permits, filings and notices which become applicable to Buyer as a result of specific regulatory status of Buyer (or any of its Affiliates) or as a result of any other facts that specifically relate to the business or activities in which Buyer (or
any of its Affiliates) is or proposes to be engaged, which consents, approvals, authorizations, permits, filings and notices have been obtained or made by Buyer; or (c) result in a default (or give rise to any right of termination, cancellation or
acceleration) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, agreement, lease or other instrument or obligation to which Buyer or any of its subsidiaries is a party or by which any of their respective assets
may be bound, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained.

	
	 	 	 
	
26. 		
INSURANCE

	
	 	 	 
		
26.1 		
General Requirements. Supplier shall maintain at all times, at its own expense, general/commercial liability, worker's compensation, and other forms of insurance relating to its property, operations and facilities in the
manner and amounts set forth herein from the Effective Date of this Agreement. Supplier shall maintain coverage on all policies written on a "claims made" or "occurrence" basis. If any policy is maintained on a "claims made" form and is converted to an "occurrence form," the new policy shall be endorsed to provide coverage back to a retroactive date acceptable to Buyer.

	



64 











	
 	
26.2 		
Qualified Insurers. Every contract of insurance providing the coverage required herein shall be with an insurer or eligible surplus lines insurer qualified to do business in the State of Nevada and with the equivalent, on a
continuous basis, of an "A.M. Best Company Rating" of "A" or better and shall include provisions or endorsements:

	
	 	 	 	 
	 		
26.2.1 		
Stating that such insurance is primary insurance with respect to the interest of Buyer and that any insurance maintained by Buyer is excess and not contributory insurance required hereunder;

	
	 	 	 	 
	 		
26.2.2 		
Stating that no reduction, cancellation or expiration of the policy shall be effective until thirty (30) days from the date notice thereof is actually received by Buyer; provided, that upon Supplier's receipt of any notice of
reduction, cancellation or expiration, Supplier shall immediately provide notice thereof to Buyer;

	
	 	 	 	 
	 		
26.2.3 		
Providing Buyer with subrogation waivers on all coverage;

	
	 	 	 	 
	 		
26.2.4 		
Providing for Separation of Insured coverage in the general liability and auto liability insurance policies; and

	
	 	 	 	 
	 		
26.2.5 		
Naming Buyer as an additional insured on the general liability and auto liability insurance policies of Supplier as its interests may appear with respect to this Agreement.

	
	 	 	 	 
	
 	
26.3 		
Certificates of Insurance. Within thirty (30) days of the Effective Date, Supplier shall provide to Buyer, and shall continue to provide to Buyer within thirty (30) days of each anniversary of the Effective Date until the
expiration of this Agreement, upon any change in coverage, or at the request of Buyer not to exceed once each year, properly executed and current certificates of insurance with respect to all insurance policies required to be maintained by Supplier
under this Agreement. Certificates of insurance shall provide the following information:

	
	 	 	 	 
	 		
26.3.1 		
The name of insurance company, policy number and expiration date;

	
	 	 	 	 
	 		
26.3.2 		
The coverage required and the limits on each, including the amount of deductibles or self-insured retentions, which shall be for the account of Supplier maintaining such policy; and

	
	 	 	 	 
	 		
26.3.3 		
A statement indicating that Buyer shall receive at least thirty (30) days prior notice of cancellation or expiration of a policy or of a reduction of liability limits with respect to a policy.

	
	 	 	 	 
	
 	
26.4 		
Certified Copies of Insurance Policies. At Buyer's request, in addition to the foregoing certifications, Supplier shall deliver to Buyer a copy of each insurance policy, certified as a true copy by an authorized
      representative of the issuing insurance company.

	



65 









	 	26.5 	
      Inspection of Insurance Policies. Buyer shall have
      the right to inspect the original policies of insurance applicable to this
      Agreement at Supplier's place of business during regular business
      hours.

	 	 	 	 
	 	26.6 	
      Supplier's Minimum Insurance
  Requirements.

	 	 	 	 
	 		26.6.1 	
      Worker's Compensation. Workers’ compensation
      insurance in the form and manner required by statutory requirements and
      endorsement providing insurance for obligations under the U.S.
      Longshoremen's and Harbor Worker's Compensation Act and the Jones Act
      where applicable. Employer’s liability insurance with the following
      limits: (1) one million dollars ($1,000,000.00) per each bodily injury by
      accident; (2) one million dollars ($1,000,000.00) per each employee bodily
      injury by occupational disease; and (3) one million dollars
      ($1,000,000.00) in the annual aggregate per each bodily injury by
      occupational disease.

	 	 	 	 
	 		26.6.2 	
      General Liability. General liability insurance
      including bodily injury, property damage, products/completed operations,
      contractual and personal injury liability with a combined single limit of
      at least five million dollars ($5,000,000) per occurrence and at least
      five million dollars ($5,000,000) annual aggregate.

	 	 	 	 
	 		26.6.3 	
      Automobile Liability. Automobile liability
      insurance including owned, non-owned and hired automobiles with combined
      bodily injury and property damage with a combined single limit of at least
      two million dollars ($2,000,000).

	 	 	 	 
	 		26.6.4 	
      Failure to Comply. If Supplier fails to comply
      with the provisions of this Article 26, Supplier shall save harmless and
      indemnify Buyer from any direct or indirect loss and liability, including
      attorneys' fees and other costs of litigation, resulting from the injury
      or death of any person or damage to any property if Buyer would have been
      protected had Supplier complied with the requirements of this Article 26,
      in accordance with the indemnification provisions of Article
  17.




	27. 	
      NO EXPECTATION OF CONFIDENTIALITY; PUBLIC
      STATEMENTS




	 	27.1 	
      No Expectation of Confidentiality. Supplier has no
      expectation that any of the terms of this Agreement will be treated as
      confidential by Buyer, and Buyer has no obligation to seek confidential
      treatment of this Agreement in connection with Buyer's Regulatory
      Approvals or otherwise.

	 	 	 
	 	27.2 	
      Public Statements. The Parties shall consult with
      each other prior to issuing any public announcement, statement or other
      disclosure with respect to this Agreement and Supplier shall not issue any
      such public announcement, statement or other disclosure without having first received the written
consent of Buyer (which may not be unreasonably withheld or delayed), except as
may be required by Law. Notwithstanding the foregoing, Supplier acknowledges and
agrees that Buyer may advertise, issue brochures or make other announcements,
publications or releases regarding this Agreement and the Generating Facility
for educational, promotional or informational purposes. Supplier shall
reasonably cooperate with Buyer regarding such activities, including providing
Buyer with reasonable access to the Generating Facility and authorizing the use
of pictures of the Generating Facility for such activities. It shall not be
deemed a violation of this Section 27.2 to file this Agreement with the PUCN or
FERC or any other Governmental Authority in connection with Buyer's Regulatory
Approvals or otherwise. 



66 





	28. 	
      MISCELLANEOUS




	 	28.1 	
      Notices.

	 	 	 	 
	 		28.1.1 	
      All notices hereunder shall, unless expressly specified
      otherwise, be in writing and shall be addressed, except as otherwise
      stated herein, to the Parties' Contract Representatives as set forth in
      Exhibit 4 or as modified from time to time by the receiving Party by
      notice to the other Party. Any changes to Exhibit 4 shall not constitute
      an amendment to this Agreement.

	 	 	 	 
	 		28.1.2 	
      All notices or submittals required by this Agreement
      shall be sent either by regular first class U.S. mail, registered or
      certified U.S. mail postage paid return receipt requested, overnight
      courier delivery, or electronic mail. Such notices or submittals will be
      effective upon receipt by the addressee, except that notices or submittals
      transmitted by electronic mail shall be deemed to have been validly and
      effectively given on the day (if a Business Day and, if not, on the next
      following Business Day) on which it is transmitted if transmitted before
      1600 PPT, and if transmitted after that time, on the following Business
      Day. If any notice or submittal sent by regular first class U.S. mail,
      registered or certified U.S. mail postage paid return receipt requested,
      overnight courier delivery is tendered to an addressee and the delivery
      thereof is refused by such addressee, such notice shall be effective upon
      such tender. All oral notifications required under this Agreement shall be
      made to the receiving Party's Contract Representative or Operating
      Representative (as applicable) and shall promptly be followed by notice as
      provided in the other provisions of this Section 28.1.

	 	 	 	 
	 		28.1.3 	
      Notices of Force Majeure or an Event of Default pursuant
      to Article 19 or pursuant to Article 23, respectively, and notices of a
      change to Exhibit 4 shall be sent either by registered or certified U.S.
      mail (postage paid return receipt requested), or overnight courier
      delivery, or electronic mail. If any such notice is sent via electronic
      mail or facsimile transmission, then a copy of such notice shall also be
      sent either by registered or certified U.S. mail (postage paid return
      receipt requested), or overnight courier delivery. Such notices or
      submittals will be effective upon receipt by the
  addressee; except that notices or submittals transmitted by
      electronic mail shall be deemed to have been validly and effectively given
      on the day (if a Business Day and, if not, on the next following Business
      Day) on which it is transmitted if transmitted before 1600 PPT, and if
      transmitted after that time, on the following Business Day. If any notice
      sent by regular first class U.S. mail, registered or certified U.S. mail
      postage paid return receipt requested, overnight courier delivery is
      tendered to an addressee and the delivery thereof is refused by such
      addressee, such notice shall be effective upon such tender.



67 





	 	 	28.1.4 	
      Any payments required to be made under this Agreement
      shall be made pursuant to the instructions in Exhibit 4, as such
      instructions may be changed by any Party from time to time by
    notice.




	 	28.2 	
      Merger. This Agreement contains the entire
      agreement and understanding between the Parties with respect to all of the
      subject matter contained herein, thereby merging and superseding all prior
      agreements and representations by the Parties with respect to such subject
      matter.

	 	 	 
	 	28.3 	
      Counterparts. This Agreement may be executed in
      two (2) counterparts, both of which shall be deemed an original.

	 	 	 
	 	28.4 	
      Interpretation. In the event an ambiguity or
      question of intent or interpretation arises, this Agreement shall be
      construed as if drafted jointly by the Parties and no presumption or
      burden of proof shall arise favoring or disfavoring any Party by virtue of
      authorship of any of the provisions of this Agreement. Any reference to
      any federal, state, local, or foreign statute or law shall be deemed also
      to refer to all rules and regulations promulgated thereunder, unless the
      context requires otherwise. The words "include," "includes" and
      "including" in this Agreement shall not be limiting and shall be deemed in
      all instances to be followed by the phrase "without limitation".
      References to Articles and Sections herein are cross- references to
      Articles and Sections, respectively, in this Agreement, unless otherwise
      stated.

	 	 	 
	 	28.5 	
      Headings and Titles. The headings or section
      titles contained in this Agreement are inserted solely for convenience and
      do not constitute a part of this Agreement between the Parties, nor should
      they be used to aid in any manner in the construction of this
      Agreement.

	 	 	 
	 	28.6 	
      Discontinued or Modified Index. If the Dow Jones
      & Company discontinues publishing or substantially modifies any index
      utilized herein, then the index used herein will be modified to the most
      appropriate available index, with appropriate changes to take into account
      any changes in the location of measurement.

	 	 	 
	 	28.7 	
      Severability. If any term, provision or condition
      of this Agreement is held to be invalid, void or unenforceable by a
      Governmental Authority and such holding is subject to no further appeal or
      judicial review, then such invalid, void, or unenforceable term, provision
      or condition shall be deemed severed from this Agreement and all remaining terms, provisions and
      conditions of this Agreement shall continue in full force and effect. The
      Parties shall endeavor in good faith to replace such invalid, void or
      unenforceable provisions with valid and enforceable provisions which
      achieve the purpose intended by the Parties to the greatest extent
      permitted by law.



68 





	 	28.8 	
      Waivers; Remedies Cumulative. No failure or delay
      on the part of a Party in exercising any of its rights under this
      Agreement or in insisting upon strict performance of provisions of this
      Agreement, no partial exercise by either Party of any of its rights under
      this Agreement, and no course of dealing between the Parties shall
      constitute a waiver of the rights of either Party under this Agreement.
      Any waiver shall be effective only by a written instrument signed by the
      Party granting such waiver, and such shall not operate as a waiver of, or
      estoppel with respect to, any subsequent failure to comply therewith. The
      remedies provided in this Agreement are cumulative and not exclusive of
      any remedies provided by law.

	 	 	 
	 	28.9 	
      Amendments. Amendments to this Agreement shall be
      mutually agreed upon by the Parties, produced in writing and shall be
      executed by an authorized representative of each Party. To the extent
      necessary or desirable, Buyer may submit amendment(s) to the PUCN and
      FERC, as applicable, for filing, acceptance or approval, and, to the
      extent required, PUCN approval shall be a condition precedent to the
      effectiveness of any such amendment.

	 	 	 
	 	28.10 	
      Time is of the Essence. Time is of the essence to
      this Agreement and in the performance of all of the covenants, obligations
      and conditions hereof.

	 	 	 
	 	28.11 	
      Choice of Law. This Agreement and the rights and
      obligations of the Parties shall be construed and governed by the Laws of
      the State of Nevada.

	 	 	 
	 	28.12 	
      Further Assurances. The Parties hereto agree to
      execute and deliver promptly, at the expense of the Party requesting such
      action, any and all other and further instruments, documents and
      information which a Party may request and which are reasonably necessary
      or appropriate to give full force and effect to the terms and intent of
      this Agreement. Without limitation of the foregoing, whenever revised or
      updated exhibits are delivered or generated hereunder for attachment to
      this Agreement, the Parties will memorialize in a reasonable written
      instrument, to be executed and delivered by both Parties, that such
      revised or updated exhibits are to be attached to this Agreement in lieu
      of the previous version of such exhibits; provided, however, that no
      failure to obtain such a mutually executed and delivered instrument will
      impair the effectiveness of any such revised or updated exhibit if it has
      been properly prepared, and such revisions or updates are properly
      provided for, in accordance with the terms and provisions of this
      Agreement.

	 	 	 
	 	28.13 	
      Forward Contract. The Parties acknowledge and
      agree that this Agreement and the transactions contemplated hereunder
      constitute a "forward contract" within the meaning of the United States
      Bankruptcy Code.



69 





	 	28.14 	
      No Third-Party Beneficiaries. Nothing in this
      Agreement nor any action taken hereunder shall be construed to create any
      duty, liability or standard of care to any third party, no third party
      shall have any rights or interest, direct or indirect, in this Agreement
      or the services to be provided hereunder, and this Agreement is intended
      solely for the benefit of the Parties, and the Parties expressly disclaim
      any intent to create any rights in any third party as a third-party
      beneficiary to this Agreement or the services to be provided
    hereunder.

	 	 	 
	 	28.15 	
      Conflicts. The Parties acknowledge that Supplier
      has or will enter into an IA with the Transmission Provider. If Buyer is
      also the Transmission Provider and conflicts arise between any term,
      provision, or condition contained in this Agreement and the IA, Supplier
      shall comply with the most stringent requirement. If such conflict cannot
      be resolved by Supplier meeting the more stringent requirement, the
      Parties agree to work in good faith to resolve the conflict. If Buyer is
      not the Transmission Provider, the Parties shall perform their obligations
      under this Agreement as provided herein.

	 	 	 
	 	28.16 	
      Mobile-Sierra. Absent agreement of all Parties to
      a proposed modification of this Agreement, the standard of review the FERC
      shall apply when acting on proposed modifications to this Agreement,
      either on FERC’s own motion or on behalf of a signatory or a
      non-signatory, shall be the "public interest" application of the "just and
      reasonable" standard of review set forth in United Gas Pipe Line Co. v.
      Mobile Gas Service Corp., 350 U.S. 332 (1956) and Federal Power
      Commission v. Sierra Pacific Power Co., 350 U.S. 348 (1956) and
      clarified by Morgan Stanley Capital Group, Inc. v. Public Util. Dist.
      No. 1 of Snohomish, 554 U.S. 527, 128 S.Ct. 2733, 171 L.Ed.2d. 607
      (2008) and NRG Power Marketing, LLC v. Maine Pub. Util. Comm'n, ___
      U.S. ___, 130 S.Ct. 693 (2010).



[The remainder of this page intentionally left blank]

70 





	 	28.17 	
      WAIVER OF JURY TRIAL. ANY CLAIM OR
      DISPUTE ARISING FROM OR RELATING TO THIS AGREEMENT SHALL BE DECIDED IN A
      COURT OF COMPETENT JURISDICTION AND, SUBJECT TO APPLICABLE LAW, THE
      PARTIES KNOWINGLY AND FREELY WAIVE ANY RIGHT THEY MAY HAVE TO A JURY TRIAL
      OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS
      AGREEMENT. THE PARTIES ACKNOWLEDGE AND REPRESENT THAT THE RIGHT TO A JURY
      TRIAL IS AN IMPORTANT RIGHT, THAT EACH HAS REVIEWED THIS WAIVER WITH LEGAL
      COUNSEL OF ITS OWN CHOOSING, OR HAS HAD AN OPPORTUNITY TO DO SO, THAT THIS
      PROVISION IS A MATERIAL AND NEGOTIATED TERM OF THIS AGREEMENT, AND THAT
      EACH PARTY WOULD NOT ENTER INTO THIS AGREEMENT BUT FOR THE JURY TRIAL
      WAIVER.



IN WITNESS WHEREOF, the Parties hereto have caused this
Agreement to be executed by their duly authorized representative as of the
Effective Date. 

	BUYER: 	SUPPLIER: 
	  	  
	SIERRA PACIFIC POWER COMPANY 	USG NEVADA LLC 
	  	  
	  	  
	  	  
	By:  /s/ Bobby J. Hollis II                                             
    	By: /s/ Daniel J. Kunz                                                
    
	           Name: Bobby
    J. Hollis II	           Name: 
    Daniel J. Kunz
	           Title: 
    Executive, Renewable Energy	           Title:
    President and CEO


71 




EXHIBIT 1 

DESCRIPTION OF GENERATING FACILITY 

	1. 	
      Name of Facility: San Emidio




	 	(a) 	
      Location: Washoe County, NV approximately 14 miles south
      southwest of Empire

	 	 	 
	 	(b) 	
      Delivery Point: Purgatory
Substation




	2. 	Supplier: 	USG Nevada LLC 
	3. 	Parent: 	U.S. Geothermal Inc. 
	4. 	Operator: 	US Geothermal Services 
	5. 	Equipment: 	  



	 	(a) 	
      Type of Facility: Geothermal

	 	 	 
	 	(b) 	
      Capacity Unit 1:




	 	(i) Total generator nameplate capacity1 : 	14.69 MW 	 
	 	(ii) Total gross output capacity: 	12.75 MW 	 
	 	(iii) Total capacity net of Station Usage: 	9.95 MW 	



	 	(c) 	
      Capacity Unit 22 :




	 	(i) Total generator nameplate capacity1 : 	14.69 MW 	 
	 	(ii) Total gross output capacity: 	12.75 MW 	 
	 	(iii) Total capacity net of Station Usage: 	9.95 MW 	 



	 	(d) 	Number of generating units2
      : 	2 	 
	 	(e) 	Nameplate of each generating
      unit1 : 	14.69 MW 	 
	 	(f) 	Additional Technology Specific
      Information for Unit 1: 	 	 



	 	(i) 	
      TAS water cooled binary

	 	(ii) 	
      3,900 gpm @ 280 F pumped by down hole
  pumps



Notes: 

	1) 	
      Rated at 1.0 power factor

	2) 	
      Second Unit is an expansion
option



1-1 




EXHIBIT 2A 

PRODUCT RATES 

INTRODUCTORY PRODUCT RATE 

If Supplier has elected to apply the
Introductory Period, then the Product Rate paid for all Product delivered during
the Introductory Period will be 90% of the Initial Product Rate or Product Rate
applicable at such time ("Introductory Product Rate"); provided that Excess
Product delivered during the Introductory Period will be paid at the Excess
Product Rate.

PRODUCT RATE 

The Product Rate shall be $89.75 per
MWh ("Initial Product Rate") during the Stub Period (or, if there is no Stub
Period because the Commercial Operation Date is January 1st, during
the first Contract Year).

Thereafter, for the Term of the
Agreement, the Product Rate shall be increased, on January 1st of
each Contract Year, by an amount equal to one percent (1%) of the Product Rate
for the previous Contract Year; (except that, solely with respect to the January
1st immediately following the Stub Period, such percentage shall be
prorated as determined by the following formula: 

Product Rate = Initial Product Rate *
[1 + (0.01 * FCM/12)]; 

where FCM is the number of full
calendar months between the Commercial Operation Date and December
31st (the Initial Product Rate, as so adjusted, referred to herein as
the "Product Rate"). 

EXCESS PRODUCT RATE 

The Excess Product Rate for the Term
shall be $50.00 per MWh. 

2A-1 




EXHIBIT 2B 

FORM OF MONTHLY ENERGY INVOICE 

Supplier Letterhead

	Generating Facility: 	 	 	Date: 	 
	 	 	 	 	 
	Generating Facility ID: 	 	 	Billing Period: 	 
	 	 	 	 	 
	  	 	 	Invoice Number: 	 




	CURRENT MONTHLY BILLING DATA INPUT 	  	  	  
	MonthlySupply Amount 	kWh 	         
           Pricing 	  	     $/MWh 
	     + Monthly Off-Peak 	 
    	         
                   Product Rate 	  	$ -
  
	     + Monthly On-Peak 	 
    	         
                   Excess Product Rate 	  	$ -
  
	     Excused Product Amount 	  	       
                     Measurement Period
      Index [COB]/[Mead] 	$ -
  
	     - Planned Outages 	 
    	  	  	  
	     - Force Majeure 	 
    	         
           Performance Triggers 	  	  
	     - Buyer Declared Emergencies 	 
    	         
                   Performance Factor 	 
    	  
	     - Curtailed Product 	 
    	         
                   Excess Energy 	 
    	  
	     Total Adjusted Supply Amount 	  	- Maximum Amount (MW) 	 
    	  
	 	  	  	  	  
	     Delivered Amount: 	kWh 	       
             Measurement Period Summary (kWh) 	  
	       Product 	 
    	         
                   Measurement Period (MP)
	[Season]/[Biennial Period] 	 
	       Excess Energy Off-Peak
    	 
    	         
                   MP Supply Amount 	 
    	  
	       Excess Energy On-Peak
    	 
    	         
                   MP Delivered Amount 	 
    	  
	       Maximum Energy
      Off-Peak 	 
    	         
                   MP Shortfall Triggered 	 
         [yes]/[no] 	  
	       Maximum Energy On-Peak
    	 
    	         
                   MP Excess Energy Triggered
    	 
         [yes]/[no] 	  
	       Total Delivered
      Amount 	  	- 	  	  




	CURRENT MONTHLY KWH SUMMARY 	 	 	 
	      Product 	 	 	 	 
	      Excess Energy 	 	 	 	 
	      Maximum Energy 	 	 	 	 
	      Curtailed Product 	 	 	 	 
	      Shortfall Amount 	 	 	 	 


CURRENT MONTHLY INVOICE CALCULATION

	     Product Payments 	 	Rates/kWh 	 	 	Amounts 	 
	       + Product Cost
	$	 - 	 	$	 - 	 
	       + Excess Energy
      Cost 	$	 - 	 	$	 - 	 
	       + Curtailed
      Product Cost 	$	 - 	 	$	 - 	 
	       - Shortfall
      Replacement Cost 	$	 - 	 	$	 - 	 
	  	 	  	 	 	  	 
	        
      Total Product Payment 	 	  	 	$	 - 	 
	  	 	  	 	 	  	 
	        
      Adjustments (+/-) 	 	  	 	$	 - 	 
	  	 	  	 	 	  	 
	TOTAL AMOUNT DUE: 	 	  	 	$	 - 	 
	  	 	  	 	 	  	 
	PAYMENT DUE NO LATER THAN:
      ________________________________________ 


*The Monthly Energy Invoice is the first component of Exhibit
2B. Please see the following page for the second component.

2B-1 




EXHIBIT 2B 

FORM OF MONTHLY ENERGY
INVOICE DETAIL 

Supplier Letterhead 


	Date 	Hour Ending 	kWh 	Supply Amount 	Base Product Amount 	Product Rate 	Base Product Cost 	Excess Energy 	Excess Energy Rate 	Excess Energy Cost 	Maximum Amount Energy 	Curtailed Product Amount 	Curtailed Product Rate 	Curtailed Product Cost 	Shortfall 	Reasons for Shortfall &
      Comments 	Shortfall Excused (Yes/No) 	Measurement Period Index Rate
	Replacement Costs 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
      Totals: 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



*The Monthly Energy Invoice Detail is the second component of
Exhibit 2B and is to be attached to the Monthly Energy Invoice. It is to detail
the supply of energy for each hour using the fields shown above. 

2B-2 




EXHIBIT 2C 

FORM OF PC REPLACEMENT INVOICE 

Buyer Letterhead 

	Generating Facility: 	 	 	Date: 	 
	Generating Facility ID: 	 	 	Contract Year(s): 	 
	  	 	 	Invoice Number: 	 
		 	 	Payment Due Date: 	 


GROSS METERED DATA 

	Measurement Period Data 	kWh 	 	 	 
	Yearly PC Amount 	 
    	 	 	 
	Less Gross Generation Metered Data 	 
    	 	 	 
	Less Excused Product Amount: 	  	 	 	 
	     Force Majeure 	 
    	 	 	 
	     Buyer Declared Emergencies 	 
    	 	 	 
	     Planned Outage 	 
    	 	 	 
	   Curtailed Product 	 
    	 	 	 
	Adjusted PC Shortfall Amount 	  	 	 	 



	PC REPLACEMENT CALCULATION 	 	  	 	 	 	 	 	 	 	 	 	 
	     Adjusted PC Shortfall Amount (kWh) 	 	 
    	 	 	 	 	 	 	 	 	 	 
	     PC Replacement Rate 	$	 	 	 	 	 	 	 	 	 	 	 
	     TOTAL PC REPLACEMENT COSTS 	$	 	 	 	 	 	 	 	 	 	 	 


2C-1 




EXHIBIT 3A 

DESCRIPTION OF PROJECT SITE 

Township 29 North, Range 23 East, MDM, Nevada 

	 	Section 16: 	        SE1⁄4
      NW1⁄4, S1⁄2 NE1⁄4, E1⁄2 SW1⁄4, SE1⁄4 
	 	Section 21: 	        E1⁄2
      NW1⁄4, W1⁄2 NE1⁄4, NE1⁄4 NE1⁄4, W1⁄2 SE1⁄4 NE1⁄4 


Note: This property description, by legal subdivision,
describes the approved BLM Unit Participating Area for the San Emidio Project.


3A-1 




EXHIBIT 3B 

MAP DEPICTING PROJECT SITE 

This is the ALTA site survey map and shows the 40 acres of
private property owned by US Geothermal on which the new power plant is
located.



3B-1 




EXHIBIT 4 

NOTICES, BILLING AND PAYMENT INSTRUCTIONS 

SUPPLIER: 

USG Nevada LLC 

	Contact 	Mailing Address 	Phone 	E-mail 
	Contract Representative: 	  	  	  
	 Doug Glaspey 	1505 Tyrell Lane 	208-424-1027 	dglaspey@usgeothermal.com 
	 Chief Operating Officer 	Boise, ID 83706 	  	  
	Corporate Secretary 	  	  	  
	  	  	  	  
	  	  	  	  
	Operating Representative: 	  	  	  
	 Chris Harriman 	2960 S. 2100 E. 	208-645-2600 	charriman@usgeothermal.com 
	 President, US Geothermal 	  	  	  
	Services 	Malta, ID 83342 	  	  
	  	  	  	  
	  	  	  	  
	Operating Notifications: 	  	  	  
	     Prescheduling 	Same as Operating Representative 	  	  
	     Real-Time 	Same as Operating Representative 	  	  
	     Monthly Checkout 	Same as Operating Representative 	  	  
	  	  	  	  
	Invoices: 	  	  	  
	 Kerry Hawkley 	1505 Tyrell Lane 	208-424-1027 	khawkley@usgeothermal.com 
	 Chief Financial Officer 	Boise, ID 83706 	  	  



	 	 
	PAYMENT INSTRUCTIONS 	  
	  	  
	  	  
	  	[To be provided prior to Commercial
  
	Payment by Wire
      Transfer: 	Operation Date] 
	 Bank Name 	  
	 Bank Address 	  
	 Bank City, ST & Zip 	  
	 Account Name 	[usually Supplier Name/reference] 
	 ABA 	  
	 Account Number 	  
	 Reference 	  


4-1 




EXHIBIT 4 

NOTICES, BILLING AND PAYMENT INSTRUCTIONS 

	BUYER: 	  	  	  
	 NEVADA
      POWER COMPANY 	 
    	 
    	 
    
	 Contact 	Mailing Address 	Phone 	E-mail 
	 Contract Representatives 	  	  	  
	 Prior to Commercial Operation Date 	P.O. Box 98910, M/S 13 	702/402-5336 	bdoble@nvenergy.com 
	       Manager, Renewable Energy
      Procurement 	Las Vegas, NV 89151 	  	  
	  	Physical Delivery Address: 	  	  
	  	6226 W Sahara Ave, MS 13 	  	  
	  	Las Vegas, NV 89146 	  	  
	  	  	  	  
	 From and after Commercial Operation Date 	P.O. Box 98910, M/S 26A 	702/402-5667 	ContractAdmin_Renewables@nevp.com 
	       Manager, Contract Administration
    	Las Vegas, NV 89151 	  	  
	  	Physical Delivery Address: 	  	  
	  	6226 W Sahara Ave, MS 26A 	  	  



	Operating Representatives 	 	  	  
	     Scheduling 	 	  	  
	           Short-term
      Analysis 	 	702/402-5864 	ST_Analysis@sppc.com 
	           Generation
      Dispatch 	 	775/834-5143 	Generation_Dispatch@nevp.com




	     Emergencies (including Force
      Majeure) 	  	  	  
	           Grid Reliability
    	  	775/834-4541 	Grid_Reliability@sppc.com 
	           Transmission – NPC
    	  	702/402-7107 	Transmission@nevp.com 
	           Transmission –
      SPPC 	  	775/834-4541 	Transmission@sppc.com 
	           Short-term
      Analysis 	  	702/402-5864 	ST_Analysis@sppc.com 
	  	  	  	  
	     Planned Outages – NPC 	  	702/402-7107 	Planned_Outages@nevp.com 
	     Planned Outages – SPPC 	  	775/834/4716 	Planned_Outages@sppc.com 
	  	  	  	  
	     Metering - NPC 	  	702/402-4160 	NPCMeterOps@nevp.com 
	     Metering - SPPC 	  	775/834-4406 	Metering@sppc.com 
	  	  	  	  
	Invoices 	  	  	  
	     Renewables Contracts Accountant 	c/o NV Energy 	775/834-4122 	Invoicing@sppc.com 
	  	6100 Neil Road, MS S2A20 	  	  
	  	Reno, NV 89511 	  	  
	  	  	  	  
	CC all invoices to 	P.O. Box 98910, M/S 26A 	702/402-2476 	ContractAdmin_Renewables@nevp.com 
	     Renewables Contracts Agent 	Las Vegas, NV 89151 	  	  
	  	Physical Delivery Address: 	  	  
	  	6226 W Sahara Ave, MS 26A 	  	  
	  	Las Vegas, NV 89146 	  	  
	  	  	  	  
	CC all “Event of Default”, “Commercial 	  	  	  
	Operation Date” and “Force Majeure” notices 	  	  	  
	to: 	  	  	  
	     Legal 	P.O. Box 98910, M/S 3A 	702/402-5267 	mwarden@nvenergy.com 
	  	Las Vegas, NV 89151 	  	  
	  	Physical Delivery Address: 	  	  
	  	6226 W Sahara Ave, MS 3A 	  	  
	  	Las Vegas, NV 89146 	  	  


4-2 




EXHIBIT 5 

ONE-LINE DIAGRAM OF GENERATING FACILITY 
AND

INTERCONNECTION FACILITIES 


See attached one-line diagram of the Generating Facility, which
indicates the Interconnection Facilities, the Delivery Point(s), ownership and
the location of Meters. In accordance with Section 8.1, if agreed to by Buyer,
in its sole discretion, Supplier may provide an update to Exhibit 5. 



5-1 




EXHIBIT 6 

PROJECT MILESTONE SCHEDULE 

	1. 	
      All time periods are in months after the PUCN Approval
      Date. As stated below for convenience of drafting after PUCN approval will
      be shown as "AA". Any other timing is as otherwise described in specific
      items below. Buyer will update this Exhibit 6 with actual dates after PUCN
      approval is received.

	 	 	 
	2. 	
      All milestones may be completed earlier than stated
      times, at the sole option of Supplier.

	 	 	 
		A) 	
      Project Milestone: Supplier shall have
      executed the IA.

	 	 	 
			
      Completed Date: December 28, 2010.

	 	 	 
			
      Documentation: Supplier shall provide Buyer with a
      fully executed copy of the IA.

	 	 	 
		B) 	
      Project Milestone: Supplier shall obtain all
      permits, licenses, easements and approvals to construct the
      Generating Facility, including UEPA permit.

	 	 	 
			
      Completed Date: February 25, 2011.

	 	 	 
			
      Documentation: Supplier shall provide Buyer with
      an officer's certificate from the Persons certifying that permits,
      licenses, easements and approvals as listed in Exhibit 11 have been
      obtained, together with the metering system design for the Generating
      Facility (submitted for the Buyer's approval in accordance with Section
      7.1.1) and a completed version of Exhibit 14.

	 	 	 
		C) 	
      Project Milestone: Supplier's major
      equipment shall be delivered to Generating Facility's construction
      site

	 	 	 
			
      Completion Date: -3 months AA.

	 	 	 
			
      Documentation: Supplier shall provide Buyer with
      documentation that the major equipment has been delivered to the
      Generating Facility's construction site

	 	 	 
		D) 	
      Project Milestone: Supplier shall obtain all
      permits, licenses, easements and approvals to operate the
      Generating Facility, including UEPA permit and registration with PC
      Administrator.

	 	 	 
			
      Completion Date: -4 months AA.

	 	 	 
			
      Documentation: Supplier shall provide Buyer with
      an officer's certificate from the Persons certifying that permits,
      licenses, easements and approvals as listed in Exhibit 11 have been
      obtained, together with reasonable documentation evidencing registration
      with PC Administrator.



6-1 




EXHIBIT 6 

PROJECT MILESTONE SCHEDULE 

	 	E) 	
      Project Milestone: The Generating Facility
      achieves the Operation Date.

	 	 	 
	 		
      Completion Date: -2 months AA.

	 	 	 
	 		
      Documentation: Buyer's Meters shall record Energy
      being delivered from the Generating Facility to Buyer and the Generating
      Facility provides written notice to Buyer that the Generating Facility
      satisfies the definition of Operation Date in the
  Agreement



CRITICAL PROJECT MILESTONES: 

	 	F) 	
      Project Milestone: Supplier shall demonstrate to
      Buyer that it has complete financing for construction of the
      Generating Facility.

	 	 	 
	 		
      Completed Date: August 27, 2010.

	 	 	 
	 		
      Documentation: Supplier shall provide Buyer with
      an officer's certificate from the Persons certifying that debt and equity
      financing arrangements have been executed for funding of 100% construction
      financing of the Generating Facility.

	 	 	 
	 	G) 	
      Project Milestone: Notice to Proceed
      has been issued to the construction contractor under the
      engineering procurement contract "(EPC") for the Generating Facility and
      construction of the Generating Facility has
  commenced.

	 	 	 
	 		
      Completed Date: August 30, 2010.

	 	 	 
	 		
      Documentation: Supplier shall provide Buyer a copy
      of the executed Notice to Proceed acknowledged by the construction
      contractor and documentation from qualified professionals which indicates
      that physical work has begun on-site regarding the construction of the
      Generating Facility, as well as an ALTA Survey for the Project
  Site.

	 	 	 
	 	H) 	
      Project Milestone: The Generating Facility
      achieves the Commercial Operation Date.

	 	 	 
	 		
      Completion Date: -1 months AA.

	 	 	 
	 		
      Documentation: Supplier provides written notice to
      Buyer that the Generating Facility satisfies the definition of the
      Commercial Operation Date in the Agreement.



6-2 




EXHIBIT 7 

PERFORMANCE TESTS 

	1. 	
      Performance tests required by the EPC Contract.


	 	 
	 	a. 	Performance Tests Required for Substantial
Completion



	 	• 	Synchronization Test (i.e., that the Facility
      properly synchs with, and then disengages from, the power grid) 
	 	• 	Trip Test (i.e., that the over speed prevention
      safety measures fully and properly function at all performance levels, and
      that the stopped elements can easily be restarted) 
	 	• 	Capacity Test (i.e., the capacity of the
      Facility to generate power under the conditions of Exhibit A-1, as
      adjusted by the Correction Curves) 
	 	• 	Reliability Test (i.e., not less than 48 hours
      of reliable operation at full capacity) 



	 	b. 	
      Performance Tests Required for Final
  Completion




	 	• 	Turbine Run Back Test. 
	 	• 	Stress Tests 



	2. 	
      Performance tests required by the IA.

	 	 
	3. 	
      Net Deliverable Energy Test (performance
  test)



The performance test for the Generating
Facility will consist of one hundred (100) hours of continuous operation and
delivery of capacity and Energy to the Transmission System. Upon completion of
the one hundred (100) hours of continuous operation and delivery, Supplier shall
notify Buyer that the test period is complete and certify that the Generating
Facility is in Commercial Operation pursuant to Section 8.3 Commercial Operation
Date. Such notification shall specify the beginning and ending hour of such
100-hour period. 

If at any time during the performance
of the one hundred (100) hour continuous performance test, such test is
interrupted solely as a result of the inability to deliver Energy to the
Transmission System, the completion date for Project Milestone H set forth in
Exhibit 6 shall be extended day-for-day for each day that such an interruption
occurs. 

The Commercial Operation Date for
purposes of this Agreement shall be 2400 hours on the day in which the ending
hour of the 100 hour period designated by the Supplier occurs. 

7-1 




EXHIBIT 8 

FORM OF AVAILABILITY NOTICE 


	UNIT 	  	  	HE 	HE	 HE	 HE	 HE	 HE	 HE	 HE	 HE	 HE	 HE	 HE	 HE	 HE	 HE	 HE	 HE	 HE	 HE	 HE	 HE	 HE	 HE	 HE
	NAME 	DATE 	MEASURE 	01
	02
	03
	04
	05
	06
	07
	08
	09
	10
	11
	12
	13
	14
	15
	16
	17
	18
	19
	20
	21
	22
	23
	24
  
	Facility Name 	Day1 	BASEMW 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 
	Facility Name 	Day2 	BASEMW 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 
	Facility Name 	Day3 	BASEMW 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 
	Facility Name 	Day1 	MAX CAPABILITY 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 
	Facility Name 	Day2 	MAX CAPABILITY 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 
	Facility Name 	Day3 	MAX CAPABILITY 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 
	Facility Name 	Day1 	MIN CAPABILITY 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 
	Facility Name 	Day2 	MIN CAPABILITY 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 
	Facility Name 	Day3 	MIN CAPABILITY 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 
	Facility Name 	Day1 	ON AGC 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 
	Facility Name 	Day2 	ON AGC 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 
	Facility Name 	Day3 	ON AGC 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 	0 



Note: Form of Availability Notice to be provided by Buyer to
Supplier in Excel format. 

8-1 




EXHIBIT 8 

FORM OF AVAILABILITY NOTICE 

	Date For Notice: 	 	04/02/09 	 
	Supplier: 	 	Supplier XYZ 	 
	Name of Suppliers Representative: 	 	Supplier Rep name here 	 
	Buyer: 	 	[NPC][SPPC]1 	 
	Contact Info: 	 	Address here 	 
	  	 	City,
      State, Zip here 	 
	  	 	123-456-7890 	 



	  	Net 	  	  	  
	  	Availability 	Total 	Plant 	  
	Hour 	From Plant 	Derating 	Total 	Cause and Time of Derating 
	  	MWh 	MWh 	MWh 	  
	1:00 	0 	0 	0 	  
	2:00 	0 	0 	0 	  
	3:00 	0 	0 	0 	  
	4:00 	0 	0 	0 	  
	5:00 	0 	0 	0 	  
	6:00 	0 	0 	0 	  
	7:00 	0 	0 	0 	  
	8:00 	0 	0 	0 	  
	9:00 	0 	0 	0 	  
	10:00 	0 	0 	0 	  
	11:00 	0 	0 	0 	  
	12:00 	0 	0 	0 	  
	13:00 	0 	0 	0 	  
	14:00 	0 	0 	0 	  
	15:00 	0 	0 	0 	  
	16:00 	0 	0 	0 	  
	17:00 	0 	0 	0 	  
	18:00 	0 	0 	0 	  
	19:00 	0 	0 	0 	  
	20:00 	0 	0 	0 	  
	21:00 	0 	0 	0 	  
	22:00 	0 	0 	0 	  
	23:00 	0 	0 	0 	  
	0:00 	0 	0 	0 	  
	Total 	0 	0 	0 	  


Note: Initial Form of Availability Notice to be provided by
Buyer in Excel format. Supplier to submit Form of Availability Notice in Excel
format to Control Area Operator as identified in Exhibit 4 Notices. Form
requires 7 days of availability.

____________
1 Insert applicable entity 

8-2 




EXHIBIT 9 

BUYER’S REQUIRED REGULATORY APPROVALS 

	1. 	
      PUCN approval of this Agreement.



9-1 




EXHIBIT 10 

SUPPLIER’S REQUIRED REGULATORY APPROVALS 

	1. 	
      Renewable Energy System certification.

	 	 
	2. 	
      PUCN approval of this Agreement.

	 	 
	3. 	
      Notice of Self Certification as an EWG.

	 	 
	4. 	
      If the Generating Facility is a QF: Notice of Self
      Certification as a QF or an order from FERC granting the Generating
      Facility QF status.



10-1 




EXHIBIT 11 

SUPPLIER’S REQUIRED PERMITS FOR CONSTRUCTION AND
OPERATION 


	Permit 	Construction /
      
Operation 	Agency 
	Special Use Permit
    	Construct 	County
      Planning Commission 
	Air Quality Permit
    	Construct/Operate 	Washoe
      County 
	Building Permit
	Construct 	Washoe
      County 
	Right of Way(s)
	Construct/Operate 	BLM
  
	Water Permits 	Operate 	Nevada
      State Engineer 
	Surface Discharge
      Permit 	Operate 	NDEP
    
	QF Certification
    	Operate 	FERC
    



11-1 




EXHIBIT 12 

SUPPLIER’S REQUIRED AGREEMENTS 

	1. 	
      This Agreement.

	 	 
	2. 	
      The IA.



12-1 




EXHIBIT 13 

SUPPLY AMOUNT 

The Supply Amount(s) shall be the Energy amounts for each
Delivery Hour that shall be supplied by Supplier to Buyer, pursuant to this
Agreement, as specified by each value in the attached table below. 

	Hour 	  	  	  	  	  	  	  	  	  	  	  	  	  
	Ending 	Peak 	JAN 	FEB 	MAR 	APR 	MAY 	JUN 	JUL 	AUG 	SEP 	OCT 	NOV 	DEC 
	1 	Off Peak (MWh)
    	9.6 	9.5 	9.5 	9.1 	8.4 	7.6 	7.3 	7.5 	7.9 	8.6 	8.9 	9.3 
	2 	9.6 	9.6 	9.5 	9.1 	8.4 	7.7 	7.4 	7.6 	8.0 	8.6 	9.0 	9.3 
	3 	9.6 	9.6 	9.5 	9.2 	8.5 	7.8 	7.4 	7.6 	8.0 	8.7 	9.0 	9.0 
	4 	9.6 	9.6 	9.3 	9.2 	8.5 	7.8 	7.5 	7.7 	8.1 	8.7 	8.9 	9.0 
	5 	9.3 	9.3 	9.3 	9.2 	8.6 	7.9 	7.6 	7.8 	8.1 	8.7 	8.9 	9.0 
	6 	  	9.3 	9.3 	9.0 	8.9 	8.6 	7.9 	7.5 	7.6 	8.1 	8.7 	8.9 	9.0 
	7 	On Peak (MWh)
    
	9.3 	9.1 	9.0 	9.0 	8.5 	7.8 	7.4 	7.7 	8.2 	8.7 	8.9 	8.9 
	8 	9.1 	9.0 	9.0 	8.8 	8.3 	7.3 	7.0 	7.3 	7.9 	8.7 	8.8 	8.9 
	9 	9.0 	8.9 	8.8 	8.6 	8.1 	7.1 	6.6 	6.9 	7.5 	8.5 	8.7 	8.9 
	10 	8.9 	8.9 	8.6 	8.5 	7.8 	7.1 	6.5 	6.7 	7.3 	8.1 	8.6 	8.8 
	11 	8.9 	8.7 	8.6 	8.3 	7.8 	7.0 	6.4 	6.6 	7.1 	8.0 	8.3 	8.8 
	12 	8.8 	8.6 	8.5 	8.2 	7.3 	6.8 	6.1 	6.2 	6.9 	7.5 	8.3 	8.7 
	13 	8.8 	8.6 	8.5 	8.2 	7.3 	6.8 	6.0 	6.1 	6.8 	7.4 	8.2 	8.7 
	14 	8.8 	8.6 	8.4 	8.1 	7.3 	6.7 	6.0 	6.1 	6.8 	7.4 	8.2 	8.7 
	15 	8.8 	8.6 	8.4 	8.1 	7.2 	6.7 	5.9 	6.1 	6.8 	7.4 	8.2 	8.7 
	16 	8.8 	8.6 	8.4 	8.1 	7.2 	6.7 	5.9 	6.1 	6.8 	7.4 	8.3 	8.7 
	17 	8.9 	8.6 	8.4 	8.1 	7.2 	6.7 	5.9 	6.1 	6.8 	7.4 	8.4 	8.8 
	18 	9.0 	8.8 	8.5 	8.1 	7.2 	6.7 	6.0 	6.1 	6.8 	7.5 	8.5 	8.9 
	19 	9.0 	8.9 	8.6 	8.3 	7.7 	6.9 	6.4 	6.5 	7.1 	8.1 	8.7 	8.9 
	20 	9.3 	9.0 	8.8 	8.6 	7.8 	7.0 	6.5 	6.7 	7.4 	8.3 	8.8 	9.0 
	21 	9.3 	9.2 	8.9 	8.7 	8.0 	7.2 	6.6 	6.9 	7.6 	8.3 	8.8 	9.0 
	22 	9.3 	9.3 	9.2 	8.8 	8.2 	7.5 	7.0 	7.2 	7.8 	8.5 	8.8 	9.0 
	23 	Off Peak (MWh) 	9.3 	9.3 	9.2 	9.0 	8.3 	7.5 	7.0 	7.2 	7.8 	8.6 	8.9 	9.0 
	24 	9.6 	9.5 	9.5 	9.1 	8.3 	7.6 	7.2 	7.4 	7.9 	8.6 	8.9 	9.3 
	DAILY TOTALS 	Off-Peak 
(MWh) 	75.9 	75.7 	74.8 	72.8 	67.6 	61.8 	58.9 	60.4 	63.9 	69.2 	71.4 	72.9 
	On-Peak 
(MWh) 	144.0 	141.4 	138.6 	134.5 	122.9 	112.0 	102.2 	105.3 	115.6 	127.2 	136.5 	141.4 
	Total 
(MWh) 	219.9 	217.1 	213.4 	207.3 	190.5 	173.8 	161.1 	165.7 	179.5 	196.4 	207.9 	214.3 
	MONTHLY TOTALS 	Off-Peak
      
(MWh)1 	3,134.6 	2,685.2 	2,932.6 	2,760.4 	2,762.8 	2,334.0 	2,380.7 	2,338.7 	2,528.0 	2,708.5 	2,863.5 	3,027.5 
	On-Peak 
(MWh) 	3,682.3 	3,393.6 	3,682.8 	3,458.6 	3,142.7 	2,880.0 	2,613.4 	2,798.0 	2,857.0 	3,379.9 	3,373.5 	3,615.8 
	Total 
(MWh) 	6,816.9 	6,078.8 	6,615.4 	6,219.0 	5,905.5 	5,214.0 	4,994.1 	5,136.7 	5,385.0 	6,088.4 	6,237.0 	6,643.3 
	 ANNUAL	Total 
(MWh) 	71,334.1 											
	Average 
Supply
      
Amount 
(MW) 	8.1 											
	Hourly 	Maximum Amount
      (MW) 	14.69 											


1) Monthly Off-Peak Totals include Sundays & NERC holidays


13-1 




EXHIBIT 14 

DIAGRAM OF GENERATING FACILITY 

In accordance with Section 8.1, Supplier shall provide (a) not
later than the Supplier's completion of the Project Milestone relating to
obtaining of construction permits, a completed version of Exhibit 14 and (b)
within thirty (30) Business Days after the Commercial Operation Date, a revised
version of Exhibit 14 reflecting the Generating Facility as built. 

The diagram of the Generating Facility to be attached as
Exhibit 14 will include a piping/flow diagram of the Generating Facility. 



14-1 




EXHIBIT 15 

OPERATIONS AND MAINTENANCE AGREEMENT; 
OPERATOR
GOOD STANDING CERTIFICATE 


In accordance with Section 8.8, Supplier shall provide Exhibit
15 no later than ninety (90) days prior to the Commercial Operation Date. 

15-1 




EXHIBIT 16 

GROUND LEASE; RIGHTS-OF-WAYS 

In accordance with Section 8.9, Supplier shall provide Exhibit
16 no later than sixty (60) days prior to commencement of on-site development
activities at the Generating Facility. 

16-1 




EXHIBIT 17 

FORM OF LETTER OF CREDIT 

DATE OF ISSUANCE: 

BENEFICIARY: 

Sierra Pacific Power Company 
PO Box 98910, M/S 26A 
Las
Vegas, Nevada 89151-0001 


Re: Irrevocable Transferable Standby
Letter of Credit No. _______________


Dear Madam or Sir: 

We ("Issuing Bank") hereby establish our Irrevocable
Transferable Standby Letter of Credit ("Letter of Credit") in favor of Sierra
Pacific Power Company / a Nevada corporation ("Beneficiary") for the account of
USG Nevada LLC, a [___________] ("Account Party"), for the aggregate amount not
exceeding ______________________United States Dollars ($___________), available
to you at sight upon demand at our counters at [Location] on or before the
expiration hereof against presentation to us of (a) a sight draft in the form of
Exhibit A, completed in accordance with the instructions contained in such
Exhibit A and executed by your officer, and (b) a certificate in the form of
Exhibit B, completed in accordance with the instructions contained in such
Exhibit B and executed by your officer. 

This Letter of Credit shall become effective immediately upon
issuance and shall expire at our counters in [Location] on one year from the
date of issuance, but shall automatically extend without amendment for
additional one-year periods from such expiration date and subsequent expiration
dates, if you, as Beneficiary, and the Account Party have not received due
notice of our intention not to renew ninety (90) days prior to any such
expiration date. This Letter of Credit is subject to the following: 

	 	1. 	
      Capitalized terms used herein and not otherwise defined
      have the meanings given in that certain Long-Term Portfolio Energy Credit
      and Renewable Power Purchase Agreement, dated as of 
________
,
      20__, between Beneficiary and Account Party (as the same may be amended,
      the "Agreement").

	 	 	 
	 	2. 	
      The amount which may be drawn by you under this Letter of
      Credit shall be automatically reduced by the amount of any drawings paid
      through the Issuing Bank referencing this Letter of Credit No. ____.
      Partial drawings are permitted hereunder.

	 	 	 
	 	3. 	
      We hereby agree with you that documents drawn under and
      in compliance with the terms of this Letter of Credit shall be duly
      honored upon presentation as specified.

	 	 	 
	 	4. 	
      This Letter of Credit is subject to (a) the Uniform
      Customs and Practice for Documentary Credits, 2007 Revision, International
      Chamber of Commerce Publication No. 600 (the "UCP"), except to the extent
      that the terms hereof are inconsistent with the provisions of the UCP,
      including but not limited to Articles 14(b) and 36 of the UCP, in which
      case the terms of this Letter of Credit shall govern, and (b) to the
      extent not inconsistent with the UCP, the laws of the State of New
      York.



17-1 




EXHIBIT 17 

FORM OF LETTER OF CREDIT 

	 	5. 	
      With respect to Article 14(b) of the UCP, a demand for
      payment under this Letter of Credit may be made only on a day, and during
      hours, in which the Issuing Bank is open for business (a "Business Day").
      If we receive your demand for payment at such office at or prior to 12:00
      P.M. Pacific Standard Time on any Business Day in strict conformity with
      the terms and conditions of this Letter of Credit, we will honor the same
      by making payment in accordance with your payment instructions on that
      same Business Day. If we receive your demand for payment at such office
      after 12:00 P.M. Pacific Standard Time on any Business Day in conformity
      with the terms and conditions of this Letter of Credit, we will honor the
      same by making payment in accordance with your payment instructions on the
      next Business Day.

	 	 	 
	 	6. 	
      With respect to Article 36 of the UCP, in the event of an
      Act of God, riot, civil commotion, insurrection, war or any other cause
      beyond our control that interrupts our business (collectively, an
      "Interruption Event") and causes the place for presentation of this Letter
      of Credit to be closed for business on the last day for presentation, the
      expiry date of this Letter of Credit will be automatically extended
      without amendment to a date thirty (30) calendar days after the place for
      presentation reopens for business.

	 	 	 
	 	7. 	
      This Letter of Credit may not be transferred without our
      consent and may not be amended, changed or modified without the express
      written consent of the Beneficiary, the Issuing Bank and the Account
      Party.

	 	 	 
	 	8. 	
      Communications with respect to this Letter of Credit
      shall be in writing and shall be addressed to us at the address of the
      Issuing Bank, and shall specifically refer to this Letter of Credit No.
      
_____
.

	 	 	 
	 	9. 	
      This Letter of Credit sets forth in full the terms of our
      undertaking. Reference in this Letter of Credit to other documents is for
      identification purposes only and such reference shall not modify or affect
      the terms hereof or cause such documents to be deemed incorporated
      herein.



[ISSUING BANK SIGNATURE] 

17-2 




EXHIBIT 17 

FORM OF LETTER OF CREDIT 

Exhibit A 
To: Letter of Credit Dept. 
No. ***** 


SIGHT DRAFT 

[Insert date on or prior to expiration date] 
[Issuing
Bank], 
As Issuing Bank 
[Issuing Bank Address] 


Attn: Letter of Credit Dept. 

Re: Irrevocable Transferable Standby
Letter of Credit No. ***** 

At Sight 

Pay to Sierra Pacific Power Company in immediately available
funds ____________________Dollars ($__________________), pursuant to Irrevocable
Transferable Standby Letter of Credit No. ***** of [Issuing Bank]. 

[BENEFICIARY] 

	By: 
	               
         Name: 
	               
         Title: 


17-3 




EXHIBIT 17 

FORM OF LETTER OF CREDIT 

Exhibit B 
to Letter of Credit 
No. ***** 


[The certificate is to be on the letterhead of the Beneficiary]


[Date] 
[Issuing Bank] 
as Issuing Bank 
[Issuing Bank
Address] 
Attn: Letter of Credit Dept. 


Re: Irrevocable Transferable Standby Letter of Credit No. *****


Gentlemen: 

This is a certificate presented in accordance with your
Irrevocable Transferable Standby Letter of Credit No. [ ] held by us (the
"Letter of Credit"). 

{Use one of the following conditions} 

We hereby certify that Account Party has failed to achieve
Commercial Operation by the Commercial Operation Deadline (or the extended
Commercial Operation Deadline if applicable). 

OR 

We hereby certify that Account Party has failed to make a
payment to Beneficiary owing under the Agreement, or to reimburse Beneficiary
for costs, including Replacement Costs, PC Replacement Costs and Penalties, that
the Beneficiary has incurred or may incur as a result of the Account Party's
failure to perform under the Agreement, or that Account Party has failed to
perform under the Agreement where such failure entitles Beneficiary to draw on
the Letter of Credit pursuant to the terms of the Agreement. 

OR 

We hereby certify that the Letter of Credit has not been
renewed or replaced at least thirty (30) days prior to its expiration date. 

OR 

We hereby certify that the credit rating of [Issuing Bank] has
been downgraded to below the Minimum Credit Rating and a replacement letter of
credit has not been issued in favor of Buyer within five (5) Business Days of
such downgrade. 

IN WITNESS WHEREOF, this certificate has been executed and
delivered by a duly authorized officer of the undersigned on the date first
above written. 

17-4 




EXHIBIT 17 

FORM OF LETTER OF CREDIT 

[BENEFICIARY] 

	By: 
	               
         Name: 
	               
         Title: 


17-5 




EXHIBIT 18 

YEARLY PC AMOUNT 


	Yearly PC 
Amount 	89,167,625




18-1