[DATE]

[COMPANY]

District Administrator

[ADDRESS]

[ADDRESS]

RE: [COMPANY] Facility - Clarification of Interconnection Facilities Issues

[Insert contact name]

Reference is made here to (1) the Power Purchase Agreement (“PPA”) dated [DATE] and (2) the Lease Agreement (“Lease”) date [DATE], each respectively between [COMPANY] (“[COMPANY]”) and [COMPANY] (“[COMPANY]”) (collectively the “Project Agreements”). Capitalized terms used herein but not defined shall have the meanings set forth in the PPA or the Lease, as applicable.

Pursuant to discussions between the Parties to date, the following letter agreement is intended to clarify the rights, duties and responsibilities of each Party under the Project Agreements relative to the electric interconnection of the [COMPANY] Facility to the electrical grid system owned by [COMPANY] and operated by [COMPANY] (“[COMPANY]”). As discussed, the Parties agree to clarify as follows:

1. Interconnection Facilities Identified. The Parties clarify and agree that the term Interconnection Facilities, as defined by the PPA, shall include, as further identified and detailed by the single-line interconnection diagram attached hereto as Appendix 1 (Interconnection Diagram), the connection of two 1600 kW generators to the [COMPANY] electrical system at the WWTP Transfer Substation via separate 12.47 kV distribution-level feeders. The Interconnection Facilities are to be located on the Premises identified in Exhibit A-1 to the Lease. Within these Interconnection Facilities, the Delivery Point shall be located at the point identified on Appendix 1.

2. Interconnection Task Completion; Prudent Utility Practice. Consistent with Section 3 of the PPA, [COMPANY] clarifies and agrees to take all steps and perform all tasks necessary to design, construct, install, own and operate the Interconnection Facilities at and after the Delivery Point (as identified in Appendix 1 (Interconnection Diagram)) in a manner permitting parallel operation of the [COMPANY] Facility with [COMPANY]’s electrical system. [COMPANY] agrees to provide written notice to [COMPANY] that it has completed all such necessary steps and tasks on or before [DATE]. [COMPANY] agrees to take all steps and perform all tasks necessary to design, construct, install, own and operate the Interconnection Facilities before the Delivery Point. [COMPANY] agrees to provide written notice to [COMPANY] that it has completed all such necessary steps and tasks on or before [DATE].

3. Interconnection Project Scope and Costs. In furtherance of Section 3.2 of the PPA and Paragraph 2 above, [COMPANY] agrees to pay the total actual costs associated with designing, constructing and installing the Interconnection Facilities at and after the Delivery Point, and [COMPANY] agrees to pay the total actual costs associated with designing, constructing and installing the Interconnection Facilities before the Delivery Point. As further detailed in the materials attached hereto as Appendix 2 (Project Interconnection Scope Breakdown), the total Estimated Installed Costs for the Interconnection Facilities are calculated as US $[AMOUNT]. [COMPANY]’s portion of such total Estimated Installed Costs are calculated as approximately US $[AMOUNT]. The Parties agree to cooperate and conclude a final written notice identifying the actual costs associated with the design and construction of the Interconnection Facilities no later than one-hundred and eighty (180) days after the Commercial Operation Date. The foregoing notwithstanding, the Parties confirm and clarify that each Party shall remain responsible for their respective cost obligations (as identified in Paragraph 1) associated with owning and operating the Interconnection Facilities after the Commercial Operation Date.