POWER PURCHASE AGREEMENT

THIS POWER PURCHASE AGREEMENT, entered into this [DATE], is between [COMPANY], a [STATE] limited liability company (the “Seller”) and Buyer,

a [STATE] corporation acting in its merchant function capacity (“Buyer”). Seller and Buyer are referred to collectively as the “Parties” and individually as a “Party”.

RECITALS

A. Seller intends to construct, own, operate and maintain a wind-powered Qualifying Facility for the generation of electric energy located in [COUNTY], [STATE], (more fully described in Exhibit A) with an Expected Nameplate Capacity Rating of [AMOUNT] MW (the “Facility”).

B. Seller desires to sell, and Buyer desires to purchase, all Net Output from the Facility; Seller does not desire to sell, and Buyer does not desire to buy all associated Renewable Energy Credits from the Facility.

C. Seller expects that the Facility will deliver to Buyer [AMOUNT] megawatt-hours (MWh) per calendar year of energy and associated Renewable Energy Credits (if applicable). Seller estimates that the Net Output and Renewable Energy Credits will be delivered during each calendar year according to the estimates of monthly output set forth in Exhibit B. Seller acknowledges that Buyer will include this amount of energy and associated Renewable Energy Credits in Buyer’s resource planning.

D. Seller’s Facility is within Buyer’s Integrated Resource Plan target megawatt level of wind resources, and therefore qualifies for avoided cost pricing based upon Buyer’s most recent executed wind contract from its Renewable RFP in accordance with Commission Docket No. [NUMBER].

E. The rates, terms and conditions in this Agreement are in accordance with the rates, terms, and conditions approved by the Commission in Docket No. [DOCKET] for purchases from Qualifying Facilities.

F. For purposes of inter-jurisdictional cost allocation, this Agreement is a “New QF Contract” under the Buyer Inter-Jurisdictional Cost Allocation Revised Protocol and, as such, its costs are allocated as a system resource unless any portion of the cost of this Agreement exceeds the cost Buyer would have otherwise incurred acquiring comparable resources, in which case such excess costs shall be assigned on a situs basis.

G. Buyer represents that the costs of this Agreement do not exceed the costs Buyer would have otherwise incurred acquiring resources in the market that are defined as “Comparable Resources” in Appendix A to the Inter-Jurisdictional Cost Allocation Protocol.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below and for good and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties mutually agree as follows: