Confidentialpower Purchase Tolling Agreement

CONFIDENTIALPower Purchase Tolling Agreement

Table Of Contents (Continued)

POWER PURCHASE [TOLLING] AGREEMENT

between

SOUTHERN CALIFORNIA EDISON COMPANY

and

[Seller]

[August 14, 2006]

7/27/2006

- 1 -

Power Purchase Tolling Agreement

Table Of Contents

RECITALS

AGREEMENT

ARTICLE ONE - Purchase and Sale of Product

Section 1.01Product Type

Section 1.02Purchase and Sale of Product

Section 1.03Generating Units

Section 1.04Delivery Points

ARTICLE TWO - TERM; CONDITIONS PRECEDENT AND DELIVERY PERIOD

Section 2.01Term

Section 2.02Conditions Precedent

Section 2.03Expected Initial Delivery Date

Section 2.04Delivery Period

Section 2.05Early Initial Delivery Date

Section 2.06Delayed Initial Delivery Date

Section 2.07No Liability of SCE

ARTICLE THREE - EVENTS OF DEFAULT; REMEDIES; TERMINATION

Section 3.01Events of Default

Section 3.02Seller Events of Default

Section 3.03Early Termination Date

Section 3.04Calculation of Termination Payment

Section 3.05Notice of Payment of Termination Payment

Section 3.06Disputes Regarding Termination Payment

Section 3.07Setoff

Section 3.08Suspension of Performance

Section 3.09Limitation of Seller’s Ability to Make or Agree to Third Party Sales from the Project/Generating Units after Early Termination Date

Section 3.10Effect of Termination

ARTICLE FOUR - TRANSMISSION

Section 4.01Interconnection Studies

Section 4.02Acknowledgment

ARTICLE FIVE - DESIGN AND CONSTRUCTION OF GENERATING UNITS

Section 5.01Seller’s Obligations

Section 5.02Design Review

Section 5.03EPC Contractor

ARTICLE SIX - CONSTRUCTION PERIOD AND MILESTONES

Section 6.01Milestone Schedule

Section 6.02Provision of Information

Section 6.03Inspection Rights

ARTICLE SEVEN - COMMISSIONING AND TESTING

Section 7.01Testing Costs

Section 7.02Commercial Operation Test

Section 7.03Contract Capacity & Ancillary Services Testing

ARTICLE EIGHT - SELLER’S OPERATION, MAINTENANCE AND REPAIR OBLIGATIONS

Section 8.01Seller’s Operation Obligations

Section 8.02Seller’s Maintenance and Repair Obligations

ARTICLE NINE - CONTRACT CAPACITY, ASSOCIATED ENERGY AND ANCILLARY SERVICES [Standard Product]

Section 9.01Compensation

Section 9.02Monthly Capacity Payment

Section 9.04Pro Rata Capacity Payments

Section 9.05Variable O&M Charge

Section 9.06Start-Up Charge

ARTICLE NINE - CONTRACT CAPACITY AND ASSOCIATED ENERGY [QF Product]

Section 9.01Compensation

Section 9.02Monthly Capacity Payment

Section 9.04Pro Rata Capacity Payments

Section 9.05Monthly Energy Payments

ARTICLE TEN - ADJUSTMENTS TO CAPACITY PAYMENT FOR UNAVAILABILITY [and HEAT RATE]

Section 10.01Availability

Section 10.02Other Events of Unavailability

Section 10.03Exchange Quotation Price

Section 10.04Heat Rate Adjustment Payment

Section 10.05Gas Index Restructuring

ARTICLE ELEVEN - PAYMENT AND BILLING

Section 11.01Billing Period

Section 11.02Timeliness of Payment

Section 11.03Disputes and Adjustments of Invoices

Section 11.04Netting of Payments

Section 11.05Payment Obligation Absent Netting

ARTICLE TWELVE - Mark-to-Market Calculation

Section 12.01Mark-to-Market

ARTICLE THIRTEEN - CREDIT AND COLLATERAL

Section 13.01Financial Information

Section 13.02Seller’s Credit Requirements

Section 13.03Administration of Performance Assurance

Section 13.04Disputed Calculations

Section 13.05First Priority Security Interest

Section 13.06Subordinated Security Interests and Mortgage

ARTICLE FOURTEEN - COLLATERAL ASSIGNMENT

Section 14.01Consent to Collateral Assignment

ARTICLE FIFTEEN - GOVERNMENTAL AND ENVIRONMENTAL CHARGES

Section 15.01Governmental Charges

Section 15.02Compliance with Laws and Indemnification

Section 15.03Environmental Costs and Indemnification

Section 15.04Greenhouse Gas Emissions Tax

ARTICLE SIXTEEN - FUEL MANAGER [Standard Product]

Section 16.01SCE as Authorized Fuel Manager

Section 16.02Transportation Contracts

Section 16.03Contracted Marketer

Section 16.04Natural Gas Imbalances on SoCalGas Transportation Contract

Section 16.05Manner of Transporting Natural Gas

Section 16.06Gas Delivery Charge

Section 16.07Gas Transporter Charges and Penalties; Reimbursement

Section 16.08Changes to Tariff

Section 16.09Seller’s Gas Events

Section 16.10Imbalance Penalties Allocation

Section 16.11Shared Access and Meter Data

ARTICLE SIXTEEN - FUEL MANAGER [QF Product]

ARTICLE SEVENTEEN – TOLLING [Standard Product]

Section 17.01Tolling

Section 17.02Title and Risk of Loss

ARTICLE SEVENTEEN – TOLLING [QF Product]

ARTICLE EIGHTEEN - CAISO AND NON-SCE DISPATCHES [Standard Product]

Section 18.01CAISO Dispatch

Section 18.02Non-SCE Dispatch

ARTICLE EIGHTEEN – CURTAILMENT AND DISPATCHES [QF Product]

Section 18.01CAISO and SCE Curtailment

Section 18.02Non-Permitted Dispatch

ARTICLE NINETEEN - SCHEDULING COORDINATOR

Section 19.01SCE Scheduling Coordinator

Section 19.02Notices

Section 19.03CAISO Costs and Revenues

Section 19.04Scheduling and Delivery Deviation Charge

Section 19.05 CAISO Uninstructed Deviation Penalty

Section 19.06Calculation of SDD Administrative Charge

Section 19.07CAISO Sanctions

Section 19.08Terminating SCE’s Designation as Scheduling Coordinator

ARTICLE TWENTY – DISPATCH NOTICES AND OPERATING RESTRICTIONS

Section 20.02 Dispatch Notices

Section 20.03Start-Up Notices

Section 20.04Operating Restrictions

Section 20.05Daily Operating Report

Section 20.06Writing Requirements

Section 20.07Communication Protocols

ARTICLE TWENTY-ONE - METERING, COMMUNICATIONS, and TELEMETRY

Section 21.01SCE Access

Section 21.02Control Logic

Section 21.03Delivery of Data

Section 21.04Satellite Communication System

Section 21.05Gas Meter

ARTICLE TWENTY-TWO - OUTAGES

Section 22.01Planned Outages

Section 22.02No Planned Outages During Summer Months

Section 22.03Notice of Forced Outages

Section 22.04Reports of Forced or Planned Outages

Section 22.05Inspection

ARTICLE TWENTY-THREE - FORCE MAJEURE

Section 23.01No Default for Force Majeure

Section 23.02Force Majeure Claim

ARTICLE TWENTY-FOUR - REPRESENTATIONS, WARRANTIES AND COVENANTS

Section 24.01Representations and Warranties of Both Parties

Section 24.02 Representations and Warranties of Seller

Section 24.03Seller’s Affirmative Covenants

Section 24.04Seller’s Negative Covenants

ARTICLE TWENTY-FIVE - LIMITATIONS

Section 25.01Limitation of Remedies, Liability and Damages

Section 25.02No Representation by SCE

ARTICLE TWENTY-SIX - RECORDS

Section 26.01Performance under this Agreement

Section 26.02Sarbanes-Oxley and Securities and Exchange Commission Requirements

Section 26.03Other Regulatory and Governmental Requirements

Section 26.04Audit Rights

Section 26.05California Climate Action Registry

Section 26.06QF Efficiency Monitoring Program

ARTICLE TWENTY-SEVEN - DISPUTES

Section 27.01Informal Resolution

Section 27.02Mediation

Section 27.03Arbitration

Section 27.04Arbitration or Mediation Prior to Release of Deed of Trust

Section 27.04WAIVER OF JURY TRIAL

ARTICLE TWENTY-EIGHT - INDEMNIFICATION

Section 28.01Seller Acts and Omissions

Section 28.02Breach of Representations, Warranties, and Covenants

Section 28.03Insurance

Section 28.04Survival

ARTICLE TWENTY-NINE - CONFIDENTIALITY/REGULATORY DISCLOSURE

Section 29.01Confidentiality Obligation

Section 29.02Compelled Disclosures

Section 29.03Disclosures to Index Publishers

Section 29.04Duty to Seek Protection

Section 29.05Ownership and Return of Information

Section 29.06Enforcement

ARTICLE THIRTY - MISCELLANEOUS

Section 30.01General

Section 30.02Notices

Section 30.03Governing Law

Section 30.04Amendment

Section 30.05Assignment

Section 30.06Waiver

Section 30.07Obligations Surviving Termination

Section 30.08No Agency

Section 30.09No Third Party Beneficiaries

Section 30.10Entire Agreement

Section 30.11Severability

Section 30.12Forward Contract

Section 30.13Mobile Sierra

Section 30.14Multiple Originals

Section 30.16Signature Clause

7/27/2006

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Power Purchase Tolling Agreement

Table Of Appendices (Continued)

APPENDIX ADEFINITIONS...... Attached to PPA

APPENDIX 1.02Capacity and Ancillary Services [Standard Product]Excel Appendices

APPENDIX 1.02Capacity [QF Product]...... Excel Appendices

APPENDIX 1.03Generating Units...... Excel Appendices

APPENDIX 1.04.01Energy DELIVERYPoint...... Attached to PPA

APPENDIX 1.04.02GAS INFORMATION...... Excel Appendices

APPENDIX 2.03Expected INITIAL Delivery Date...... Excel Appendices

Appendix 6.01(A)MILESTONE SCHEDULE...... Attached to PPA

Appendix 6.01(B)CONSTRUCTION REPORT...... Attached to PPA

APPENDIX 7Testing Protocols [Standard Product/Simple Cycle Generating Unit] Attached to PPA

APPENDIX 7TESTING PROTOCOLS[Standard Product/Combined Cycle Generating Unit] Attached to PPA

APPENDIX 7Testing Protocols [QF Product]...... Attached to PPA

APPENDIX 9.02Monthly Capacity Payment...... Excel Appendices

APPENDIX 9.04VARIABLE O&M RATE [Standard Product only].Excel Appendices

APPENDIX 9.04(A)MONTHLY ENERGY PAYMENT [QF Product only] Excel Appendices

Appendix9.04(B)TIME OF DELIVERY PERIODS AND ENERGY PAYMENT ALLOCATION FACTORS [QF Product only] Attached to PPA

APPENDIX 9.05START-UP CHARGE [Standard Product only]...Excel Appendices

APPENDIX 10.04.01HEAT RATE INFORMATION...... Excel Appendices

APPENDIX 13.02.04.5GUARANTY AGREEMENT FORM...... Attached to PPA

APPENDIX 13.03.02LETTER OF CREDIT FORM...... Attached to PPA

APPENDIX 16.01SoCalGas INTERCONNECTION...... Attached to PPA

APPENDIX 20.01AVAILABILITY NOTICE...... Attached to PPA

APPENDIX 20.02DISPATCH NOTICES...... Attached to PPA

APPENDIX 20.03START-UP NOTICE...... Attached to PPA

APPENDIX 20.05DAILY OPERATING REPORT...... Attached to PPA

APPENDIX 20.07COMMUNICATION PROTOCOLS...... Attached to PPA

APPENDIX 21.03DELIVERY OF DATA...... Attached to PPA

APPENDIX 22.01PLANNED OUTAGE REPORT...... Attached to PPA

7/27/2006

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POWER PURCHASE [TOLLING] AGREEMENT

between

SOUTHERN CALIFORNIA EDISON COMPANY

and

[Seller]

This Power Purchase [Tolling] Agreement (“Agreement”) is made and entered into as of this ______day of ______, _____ (“Execution Date”) by SOUTHERN CALIFORNIA EDISON COMPANY, a California corporation (“SCE or “Buyer”), and [SELLER FULL NAME], a [Seller business form and state of formation] (“Seller”). SCE and Seller are sometimes referred to herein individually as a “Party” and jointly as the “Parties”. All capitalized terms used in this Agreement are used with the meanings ascribed to them in Appendix A to this Agreement.

RECITALS

This Agreement is made with reference to the following facts, among others:

A.SCE is an investor-owned electric utility serving customers in central and southern California.

B.Check only one of the following boxes and complete:

[ ]Seller [is constructing and owns a] [is refurbishing its] “Project”, consisting of one or more [type of technology, e.g. gas-fired] Generating Units (each, a “Generating Unit”) located at [address] (the “Site”); or

[ ] Seller owns a “Project,” consisting of one or more [type of technology] Generating Units located at [address] (the “Site”) and is constructing a transmission line from the Site to [interconnection location].

C.Seller wishes to sell and deliver exclusively to SCE and SCE wishes to purchase, Capacity, Energy, Resource Adequacy Benefits and other products from the Generating Units, under the conditions set forth in this Agreement.

AGREEMENT

NOW, THEREFORE, for good and valuable consideration, the Parties agree as follows.

ARTICLEONE

Purchase andSale of Product

Section 1.01.Product Type. The Product that is the subject of this Agreement is (check one boxonly):

[ ]Standard Product.

[ ]QF Product.

Section 1.02.Purchase and Sale of Product. During the Delivery Period, Seller shall deliver and sell, and SCE shall purchase and receive, the Product, subject to the terms and conditions of this Agreement, including the Operating Restrictions set forth in Appendix 1.02. Seller represents, warrants, and covenants that it will deliver the Product to SCE free and clear of all liens, security interests, claims and encumbrances. Seller shall not sell, assign or otherwise transfer the Product, or any portion thereof, to any third party other than to SCE or the CAISO pursuant to this Agreement. Moreover,

[Standard Product only: Seller shall not substitute or purchase any Capacity, Energy, Ancillary Services or Resource Adequacy Benefits from any other generating resource or from the market for delivery hereunder.]

[QF Product only: Seller shall not substitute or purchase any Capacity, Energy, Environmental Attributes or Resource Adequacy Benefits from any other generating resource or from the market for delivery hereunder.]

1.02.01Capacity. SCE shall have the exclusive right to the Contract Capacity from the Generating Units. As of the Execution Date, the Contract Capacity shall equal the aggregate of the Expected Contract Capacity of each Generating Unit as set forth in Appendix 1.02.

The actual Contract Capacity of each Generating Unit will be determined in accordance with Article Seven. In no event may any Generating Unit’s actual Contract Capacity, as determined pursuant to Article Seven, exceed that Generating Unit’s Expected Contract Capacity.

1.02.02 Energy. [Standard Product only: Except for Energy resulting from a Non-SCE Dispatch,] Seller dedicates the Net Electrical Output of each Generating Unit to SCE, and SCE shall have the exclusive rights to all Energy produced by the Generating Units, [Standard Product only: including pursuant to a forward schedule or a Supplemental Energy instruction from the CAISO].

[Standard Product only:

1.02.03Ancillary Services. SCE shall have the exclusive rights to all Ancillary Services Capacity and Associated Ancillary Services Energy from the Generating Units, subject to the limitations set forth in Appendix 1.02.]

[QF Product only:

1.02.03Environmental Attributes. SCE shall have the exclusive rights to all Environmental Attributes associated with the Project.]

1.02.04Resource Adequacy Benefits. Seller grants, pledges, assigns and otherwise commits to SCE the full Capacity of each Generating Unit in order for SCE to meet its Resource Adequacy Requirement and, if applicable, local RAR under any Resource Adequacy Rulings. Seller represents, warrants and covenants to SCE that Seller (a) has not used, granted, pledged, assigned or otherwise committed, and (b) will not use, grant, pledge, assign or otherwise commit any Capacity of any Generating Unit to meet the Resource Adequacy Requirement or local RAR of, or confer Resource Adequacy Benefits upon, any entity other than SCEduring the Term. The Parties shall take all actions (includingamending this Agreement and complying with all current and future Tariff provisions and decisions of the CPUC and/or any other Governmental Authority that address Resource Adequacy performance obligations and penalties) and execute all documents or instruments necessary to effect the use of the Resource Adequacy Benefits of each Generating Unit for SCE’s sole benefit throughout the Term.

1.02.05Ownership. Seller shall maintain ownership of and demonstrable exclusive rights to the Generating Units throughout the Term.

1.02.06Exclusive Rights. SCE shall have exclusive rights to the Product and all benefits derived therefrom, including the exclusive right to use, market or sell the Product and the right to all revenues generated from the use, sale or marketing of the Product.

Section 1.03.Generating Units.

1.03.01CAISO Test Results. Seller shall provide all CAISO certification test results for each Generating Unit within three (3) Business Days of Seller’s receipt for any initial or subsequent test throughout the Term.

1.03.02Delivery of Net Electrical Output. Net Electrical Output from each Generating Unit shall be delivered to the Energy Delivery Point at a nominal ______Volts line-to-line.

1.03.03Station Use. The Generating Units [will/will not] serve Station Use. The applicable amount and nature of load shall be as set forth in Appendix 1.03

Section 1.04.Delivery Points.

1.04.01Energy Delivery Point. The Energy Delivery Point shall be [to be negotiated] in SP15 (as described and set forth in the single-line diagram of grid interconnection attached hereto as Appendix 1.04.01). Except as set forth elsewhere in this Agreement, including Sections19.03through 19.07, inclusive, Seller shall be responsible for all charges and penalties associated with the operation of the Generating Units and transmission of Energy up to and including the Energy Delivery Point, and SCE shall be responsible for all charges and penalties associated with receiving and transmitting Energy from the Energy Delivery Point. Title and risk of loss related to Energy shall transfer from Seller to SCE at the Energy Delivery Point.

1.04.02Gas Delivery Point: The Gas Delivery Point shall be any receipt point allowed on Seller’s SoCalGas Transportation Contract, as specified in Appendix 1.04.02.

[SCE note: may not be applicable to some QF Products.]

1.04.03Name and Location of Point of Interconnection with the SCE electric system, CAISO Grid or other Participating Transmission Owner’s system within the SP15 Zone:

Describe______

ARTICLE TWO

TERM; CONDITIONS PRECEDENT AND DELIVERY PERIOD

Section2.01. Term. The “Term” of this Agreement shall commence upon the Execution Date and shall continue, unless terminated earlier in accordance with the terms of this Agreement, until the expiration of the Delivery Period.

Section2.02. Conditions Precedent. Notwithstanding SCE’s execution and delivery of this Agreement, SCE’s obligations under this Agreement shall only become effective upon the date (“Effective Date”) that all the following conditions are satisfied [check all that apply]:

[ ] 2.02.01Final CPUC Approval. In the event SCE, Seller or any third party appeals a final CPUC decision prior to Final CPUC Approval, SCE may, upon notice to Seller within fifteen (15) calendar days of the appeal, terminate this Agreement (and no Termination Payment will be due or owing by either Party), provided, neither Party shall have an obligation to appeal, petition to modify, or request a rehearing of, any decision by the CPUC, provided, further, SCE may waive Final CPUC Approval at any time.

[ ] 2.02.02Delivery of Documents. Seller shall have delivered to SCE all documents and information required under this Agreement to be delivered prior to the Effective Date.

[ ] 2.02.03FERC Approval. Neither Party shall have any obligation to appeal, petition to modify, or request a rehearing of, any decision by the FERC.

Provided, if all of the conditions precedent checked above have not been satisfied by [eight months after the Execution Date], then this Agreement will automatically terminate (and no Termination Payment will be due or owing by either Party and SCE shall return the Delivery Date Security posted by Seller).

Section2.03.Expected Initial Delivery Date.

The Expected Initial Delivery Date for each Generating Unit is as follows, and repeated in Appendix 2.03:

2.03.01Generating Unit 1: 12:01 a.m. on ______, 20__

2.03.02Generating Unit 2: 12:01 a.m. on ______, 20__

2.03.03Generating Unit 3: 12:01 a.m. on ______, 20__

Section2.04. Delivery Period. The “Delivery Period” shall commence at 12:01 a.m. on the date that the first Generating Unit achieves its Initial Delivery Date, and shall continue until midnight on ______.

With respect to any Generating Unit, the “Initial Delivery Date” shall be the date upon which all the following conditions have been satisfied:

2.04.01Seller has completed, to SCE’s satisfaction, Seller’s obligations set forth in Section5.01 in order to bring the Generating Unit into full operation as contemplated by this Agreement;

2.04.02the Generating Unit has achieved Commercial Operation;

2.04.03[Standard Product: Seller has received its Market-Based Rate Authority to sell Product to SCE under the terms of this Agreement] [QF Product: the Project has been certified as a QF under PURPA] and has received all other approvals and authorizations required for Seller to perform its obligations under this Agreement;

2.04.04Seller has executed the Participating Generator Agreement, Meter Service Agreement, and any other forms or agreements required by the CAISO with respect to the Generating Unit (and delivered true and complete copies of all such forms and agreements to SCE);

2.04.05Seller has taken all actions, including executing all documents and instruments, required to authorize SCE to act as Scheduling Coordinator, [Standard Products only: Fuel Manager and Contractor for the Generating Unit under this Agreement, including the SoCalGas Transportation Contract], and SCE is authorized to act as Scheduling Coordinator [Standard Product only:, Fuel Manager and Contractor].

2.04.06.Seller has entered into and complied with all obligations under all interconnection agreements required to enable parallel operation of the Generating Unit with the SCE electric system, CAISO Grid and if applicable other Participating Transmission Owner’s system within the SP15 Zone;

2.04.07.Seller has deposited with SCE the applicable Seller’s Collateral Requirements;

2.04.08.Seller has executed and delivered to SCE the Security Documents and all other documents or instruments required under Article Thirteen; and

[Standard Product only:

2.04.09.A fully functioning SoCalGas Billing Meter has been installed and is working at the Generating Unit.]

The Parties agree that, in order for [Standard Product only:SCE to dispatch any Generating Unit for its Initial Delivery Date] [QF Product only:the Generating Unit to begin operation on its Initial Delivery Date], the Parties may have to perform certain of their Delivery Period obligations in advance of that Initial Delivery Date, including Seller’s delivering an Availability Notice for the Initial Delivery Date, and SCE’s delivering a Dispatch Notice and nominating and scheduling the Generating Unit’s Natural Gas Requirements for the Initial Delivery Date. The Parties shall cooperate with each other in order for [Standard Product only: SCE to be able to dispatch a Generating Unit for][QF Product only: the Generating Unit to begin operation on] its Initial Delivery Date.