Attached is the final version of the Interconnect Agreement. I've changed Section 4.2 in accordance with our e-mail discussion. Additionally, I've filled in the blanks for POI# and date of commencement of construction, and added an Exhibit A (and a reference to Exhibit A in the definition of "Facilities") listing what will be installed. Darin, kindly fill in the appropriate contact information on page 11, have the agreement executed by EPFS in duplicate originals, and return both originals to me. I will return a fully executed original to you. Lorraine Lindberg will be forwarding you wire transfer information for the payments that are due from EPFS upon execution. If you have any questions, please do not hesitate to contact me. Lorraine will be on vacation as of tomorrow. Thank you,

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EPFS/TW Interconnect Agreement