ansonia power purchase agreement 9 05 11 (700413263_3) (2)

8/4/2019 Ansonia Power Purchase Agreement 9 05 11 (700413263_3) (2)

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MB DRAFT 08/17/11

POWER PURCHASE AGREEMENT

Dated as of [], 2011

by and between

[THE CITY OF ANSONIA, CONNECTICUT]

a [Connecticut municipal corporation]

and

[GREENPOINT ENERGY PARTNERS (ANSONIA) LLC],

a Delaware limited liability company

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POWER PURCHASE AGREEMENT

This Power Purchase Agreement (including the Exhibits hereto, this Power PurchaseAgreement) is made effective as of [], 2011 (Effective Date), by and between [THE CITYOF ANSONIA, CONNECTICUT] (Buyer), and [GREENPOINT ENERGY PARTNERS

(ANSONIA) LLC] (Seller).

INTRODUCTION

A. Seller proposes to construct and operate the Facility on the Site and Buyerproposes to continue to operate and maintain its Plant at the Plant Site.

B. Buyer requires electrical energy in order to operate the Plant. Buyer desires to purchase electrical energy from Seller, subject to the terms and conditions of this PowerPurchase Agreement.

C. Seller is willing to sell electrical energy to Buyer, subject to the terms and

conditions of this Power Purchase Agreement.

D. For and in consideration of the mutual promises and covenants hereinafter setforth, and for other good and valuable consideration, the receipt and sufficiency of which ishereby acknowledged, Buyer and Seller agree as follows:

Section 1

GENERAL

1.1 Definitions . Capitalized terms used herein shall have the meanings set forth inExhibit A, which Exhibit A is hereby incorporated by reference.

1.2 Certain References . Unless otherwise specified, all references in this PowerPurchase Agreement to Sections, Exhibits and other subdivisions are references to the Sections,Exhibits and other subdivisions of this Power Purchase Agreement. Unless otherwise specified,all references in this Power Purchase Agreement to herein, hereunder, hereof, or words ofsimilar import are references to this Power Purchase Agreement as a whole and not to anyparticular Section, Exhibit or other subdivision.

Section 2

SALE AND PURCHASE OF ELECTRICITY; EXPANSION

2.1 Sale and Purchase of Electricity . Subject to all the terms and conditions of this

Power Purchase Agreement including but not limited to Section 2.3, Seller shall sell and deliverto Buyer, and Buyer shall purchase from Seller, at the Power Delivery Points, 100% of theFacilitys net electrical energy output for the consideration provided herein. Without limiting theforegoing, the parties shall endeavor in good faith to find credit-worthy long-term municipal orinstitutional customers for the power produced by the facility which exceeds the greater of (x)that currently used by the Buyer on a normal weekday (approximately 1.5 megawatts.) and (y)that anticipated to be used by the Buyer on a normal weekday as set forth in [a schedule] at aprice equal to or greater than that paid by Buyer and any resulting profit (net of expenses,

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including legal fees, relating to the sales of power to such customers shall be split equally bySeller and Buyer. However, if both parties are unable to acquire another credit-worthy long-termmunicipal or institutional customer for the power produced beyond that which the Buyer uses ona normal weekday, then the power shall be sold to the local electric service company (Unitedilluminating) at the normal rate for such power paid by that company and Buyer shall be

financially responsible for only the 1.5 megawatts used on a normal weekday.Subject to all theterms and conditions of this Power Purchase Agreement including but not limited to Section 2.3,Seller shall sell and deliver to Buyer, and Buyer shall purchase from Seller, at the PowerDelivery Points, 100% of the Facilitys gross electrical energy output for the considerationprovided herein.

2.2 Initial Conditions Precedent . Sellers obligations to sell and deliver, and Buyersobligations to purchase and pay for, electrical energy hereunder shall be subject to satisfaction ofthe following conditions precedent:

2.2.1 The Commercial Operations Date shall have occurred with respect to theFacility, notice thereof shall have been provided by Seller to Buyer no less than thirty (30) daysprior (with written confirmation no more than fifteen (15) days thereafter), and the sale of Powerhereunder by Seller to Buyer shall be in full compliance with all Applicable Laws andregulations.

2.2.2 Seller shall be satisfied, in its reasonable discretion, that it has obtained allregulatory approvals necessary to permit Seller to sell power to Buyer pursuant to this PowerPurchase Agreement, including, but not limited to, Sellers having obtained qualifying facilitystatus as that term is used and defined in 18 CFR, Section 292.207.

2.2.3 Subject to Section 2.6, Seller shall have negotiated and executed, andBuyer shall have approved, an agreement with a power marketer for delivery to Buyer of all or

part of the quantities of power required hereunder.

2.2.4 The Parties shall execute, as of the Commercial Operations Date, aPurchase Option Agreement in the form as set forth in Exhibit E hereto.

2.3 Electrical Energy Specifications . The electricity delivered by Seller to Buyerhereunder shall be supplied through [DESCRIBE POWER FEEDERS], as more fully describedin Exhibit B hereto (the Power Feeders).

2.4 Scheduled Outages .

2.4.1 Seller shall submit to Buyer, on or before the first day ofDecember Juneof each year, a schedule (the Maintenance Schedule) describing the proposed ScheduledFacility Outages dates and duration for each month of the twelve (12) month period beginningwith January July of the following year; provided, however, that the Maintenance Schedule forthe remainder of the year in which the Commercial Operations Date occurs shall be submitted onor before the fifteenth (15th) day before the projected Commercial Operations Date. TheMaintenance Schedule shall indicate Sellers dates and the duration of all Scheduled FacilityOutages for the following year and shall be updated as soon as possible to reflect any changestherein.

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2.5 Title; Risk of Loss . Title and risk of loss related to any Delivered Power shalltransfer from Seller to Buyer at the Power Delivery Point(s). Title to any and all federal, state orlocal renewable energy or other emission or environmental credits and attributes for the Facilityand the power generated thereby shall remain with Seller.

2.6 Delivery of Power; Arrangements with Power Marketer . Seller may deliver powerto Buyer hereunder by arranging for an affiliated or unaffiliated power marketer to make suchdelivery.

2.7 Expansion; Limitation on Buyers Obligation to Purchase . Seller shall have theright to exercise the Expansion Option within three (3) years of the Commercial OperationsDate. In the event Seller chooses to exercise the Expansion Option, Buyer shall have a right offirst refusal to purchase, for a term equal to the remaining Term of this Power PurchaseAgreement, the energy output of the Expansion. Buyers right of first refusal must be exercisedwithin thirty (30) days of receiving notice from Seller of a competing offer. In the event Buyerdoes not exercise its right of first refusal, Seller may agree to sell the output of the Expansion toany third party, provided terms of that agreement are no more favorable to such third party thanwere offered to Buyer.

2.8 Limitation on Buyers Obligation to Purchase . Unless Buyer exercises its right offirst refusal with respect to the output of the Expansion, Buyer shall at no time have anyobligation to purchase electrical energy from the Facility or the Expansion in excess of [INSERTANNUAL OUTPUT IN MWh OF ORIGINAL 2.0MW1.5MW PLANT + 10%].

2.9 Obligation of Buyer to Assist with Power Marketing . Buyer will usecommercially reasonable efforts to assist Seller in marketing to third parties electrical energyproduced by the Facility and the Expansion that is not required to be purchased by Buyerpursuant to any agreement with Seller.

Section 3

TERM AND TERMINATION

3.1 Term . The term of this Power Purchase Agreement shall commence upon theexecution thereof and shall continue for twenty-five (25) years from the Commercial OperationsDate (the Term). Following the end of the Term or otherwise upon termination of thisAgreement, the Parties hereto shall have no further obligations hereunder, except as otherwiseexpressly provided herein or to the extent necessary to enforce the rights and obligations of theParties arising under this Agreement before the end of the Term and except as provided in thePurchase Option Agreement.

3.2 Termination . Subject to the cure rights of Facility Lenders, this Power PurchaseAgreement may be terminated as follows:

3.2.1 by Seller at any time prior to the Commercial Operations Date in the eventthat Seller decides to cancel the Facility because Seller is unable to procure and have delivered tothe Project Site all of the equipment and materials required to construct and operate the Facilityat a total installed cost consistent with Sellers budgeted costs on an economically feasible basis

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with a return on its total investment in the Facility satisfactory to Seller in Sellers solediscretion; and

3.2.2 by the non-defaulting Party, upon the occurrence of an Event of Default,pursuant to Section 9.3 hereof.

3.3 Operation of Facility Upon Termination . Notwithstanding anything else in thisPower Purchase Agreement to the contrary, in the event that this Power Purchase Agreement isterminated, Seller shall have the right to continue to operate the Facility as an independent powerproducer, pursuant to and subject to the limitations of the Site Lease.

Section 4

PRICE AND PAYMENTS

4.1 Energy Payment .

For electrical energy produced by the Facility and delivered to Buyer, Buyer shall pay to

Seller the product of (X) the Contracted Power Price and (Y) the hourly quantity of deliveredelectrical energy. If any of the elements used to calculate the Contracted Power Price ceases toexist or becomes unavailable, the Parties shall negotiate in good faith in an effort agree on otherelements in order to establish a mechanism for calculating a price that is comparable to themechanism for calculating the Contracted Power Price.

4.2 Invoicing and Payment .

4.2.1 Seller shall render to Buyer, by the tenth (10th) day of the month, one ormore invoices setting forth the charges as specified in this Section 4 for the preceding calendarmonth and for charges, if any, for any prior month that have not been previously invoiced.

Sellers bills shall be based on actual readings of the power delivered. If measurements of powermust be estimated pursuant to Section 5.2 hereof, such good-faith estimate shall be provided onthe billing statement, and the Buyer shall pay the total amount estimated due or pay any portionthereof that it does not dispute pursuant to Section 4.2.2 below. Upon confirmation or correctionof such estimated amount, any overpayments shall be deducted from the subsequent invoice(s),or any underpayments shall be added to the subsequent invoice(s). Subject to Section 4.2.2,Buyer shall pay, within fifteen (15) days of its receipt of the invoice from Seller, all amountsowing by wire transfer to the account indicated by Seller.

4.2.2 If Buyer in good faith disputes the amount of any invoice delivered bySeller, or any part of it, Buyer shall give written notice of the reason for objection to the Sellerno later than fifteen (15) days following the Buyers receipt of the invoice for such disputedamount. Such notice shall identify the disputed invoice and set forth a detailed statement of thegrounds on which objection is based. Either Party may recalculate the questioned invoice, usingthe electricity flow data recorded at the Power Delivery Point. Buyer shall in any event pay theundisputed portion of any invoice within the time specified in Section 4.2.1.

4.2.3 Should Buyer fail to make the full amount of any payment when due(excluding any amounts disputed in good faith under Section 4.2.2, interest at the Interest Rateshall accrue on the unpaid portion from the date the payment was due until payment is made. If

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any amount paid by Buyer to Seller is subsequently determined to be an overcharge by Seller,then Seller shall repay such amount overcharged plus interest at the Interest Rate on suchovercharge from the date the payment was received by Seller until repayment is made. If anyamount withheld by Buyer due to a good faith dispute is subsequently determined to be owing toSeller, Buyer shall pay such amount withheld plus interest at the Interest Rate on such amount

from the date the payment was due until the date payment is made.

Section 5

METERING

5.1 Location . Subject to Section 5.3, Seller shall meter kilowatt demand andassociated energy at the Power Delivery Points and shall, at its sole expense, furnish, install andmaintain meters and all associated metering equipment necessary to permit a reasonably accuratedetermination of the quantities of electricity delivered and taken under this Power PurchaseAgreement. Seller shall not be required to furnish, install and maintain meters on the Plant sideof the Power Delivery Points. Buyer shall have access to Sellers meters during normal businesshours, with Sellers supervision, only as shall be reasonably necessary to observe calibration andmaintenance and as otherwise provided under Section 5.4; provided, however, that Buyer shallnot be permitted to handle Sellers meters.

5.2 Conclusive Measurement . Invoices based on readings of metering instrumentsfound to be in error by not more than one half of one percent (0.5%) shall not be corrected. Ifany invoice is based on readings of metering instruments found to be in error by more than onehalf of one percent (0.5%), either fast or slow, Seller shall promptly correct such meter. Anyprevious recordings by such meter shall be corrected as set forth below, and credits or debitsshall be made to Buyers account based on such correction. If no reliable information isavailable as to the period over which such meter was registering inaccurately, then the applicableinvoice(s) shall be corrected on the assumption that such error commenced at the midpoint of the

period from the last previous inspection and test to the current inspection and test, such previousinspection not to have occurred more than six (6) months prior to the current inspection and test.All measurements made hereunder (with any corrections required hereunder) shall be deemedconclusive as to the amount of power delivered hereunder.

5.3 Other Meters .

5.3.1 Buyer may install and use such additional meters within the Plant as itmay desire at its own expense; provided that such meters do not interfere with Sellersequipment or the ability of Seller to perform its obligations hereunder. Buyers meters shall notbe the basis for billing unless the meters used by Seller shall fail entirely. Buyer shall allow

Seller access to any such meters and the recorded readings therefrom during normal businesshours, only as shall be necessary for observation in the event of a billing dispute hereunder andas otherwise provided under Section 5.4.

5.4 Tests . The accuracy of all meters shall be tested and verified at least annually bySeller or Buyer, as the case may be. Seller and Buyer shall each have the right to be present atthe testing, adjustment reading, cleaning, changing, repairing, inspection or calibration of theothers meters. Each Party shall give timely notice to the other Party in advance of taking any

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such actions. Seller and Buyer shall each bear the cost of the annual test of its own meters. Ifeither Party disputes the accuracy of a meter, it shall give written notice thereof to the owner ofthe applicable meter (the Owner Party). The Owner Party shall, within fifteen (15) days afterreceiving such notice, advise the disputing Party in writing as to its position concerning themeters accuracy and the reasons for taking such position. If the Parties then disagree and are

unable to resolve their disagreement through mutual agreement within thirty (30) days of theOwner Partys response to a notice of dispute, then either Party may retain an unaffiliatedqualified third party, agreeable to both Parties, to test the meter and such third partys findingsshall, in the absence of manifest error, be deemed final and binding upon the Parties. Should themeter be found to be accurate within 0.5%, the disputing Party shall bear the cost of theinspection; otherwise, the cost shall be borne by the Owner Party. Any repair or replacement ofthe meter shall be at the sole cost and expense of the Owner Party.

Section 6

INTERCONNECTION

6.1 Installation . Seller shall be responsible, at its sole cost, for constructing, andinstalling, or causing to be constructed or installed, the Electrical Interconnection Facilities asnecessary to perform its obligations hereunder. Buyer shall have the right to approve, whichapproval shall not be unreasonably withheld, the design, construction and operation of theElectrical Interconnection Facilities.

6.2 Title . During the Term hereof, title to all Electrical Interconnection Facilitieslocated within the Facility or between the Facility and the Power Delivery Points shall remainwith Seller.

6.3 Maintenance . Seller shall be responsible, at its sole cost and in accordance withGood Engineering Practices, for operating and maintaining the electrical equipment and the

Electrical Interconnection Facilities located on its side of the Power Delivery Points. Buyer shallbe responsible, at its sole cost and in accordance with Good Engineering Practices, for operatingand maintaining the electrical equipment and Electrical Interconnection Facilities located on itsside of the Power Delivery Points which may be required from time to time to receive the powersupplied by Seller hereunder.

Section 7

SCHEDULING

7.1 Scheduling . Buyer shall provide Seller, as Seller may reasonably request fromtime to time, good faith estimates of the quantities of power Buyer expects to take hereunder.

The Parties may agree to such other scheduling procedures as may be appropriate from time totime.

Section 8

COMPLIANCE WITH LAWS; NON-DEDICATION

8.1 Governmental Actions; Notice of Default . Buyer and Seller shall at all timescomply with all valid and applicable Permits and all Applicable Laws with respect to theperformance of all material obligations of Buyer and Seller respectively under this Power

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Purchase Agreement, unless (i) the non-complying Party is in good faith, and with the otherPartys knowledge and reasonable opportunity to confer, contesting any action by aGovernmental Authority, and (ii) failure to comply during such contest would not have amaterial adverse effect on the other Party for which the non-complying Party has not agreed to provide a creditworthy indemnity to the other Party. Seller shall promptly deliver to Buyer

copies of any notices of default under any material agreement relating to the developmentfinancing, construction financing, permanent financing, development, construction or operationof the Facility, and any enforcement actions, notices or inquiries by any Governmental Authorityregarding the Facilitys material noncompliance with Applicable Laws, to the extent reasonablyrequested by Buyer. If any such alleged default would have a material adverse effect on theBuyers assets or operations, Seller shall promptly deliver to Buyer all written communicationsregarding the foregoing.

8.2 Non - dedication . Seller and Buyer acknowledge that Seller is not a public servicecompany and does not intend to render service to Buyer as a public service company, on aregulated basis or otherwise. Buyer and Seller agree that Buyers right to purchase power fromSeller, as provided in this Power Purchase Agreement, is solely on the terms set forth herein, andsuch service shall cease upon termination of this Power Purchase Agreement for any reasonwhatsoever. Neither Party, by this Power Purchase Agreement, dedicates any part of the Facilityor the service provided under this Power Purchase Agreement to the public.

Section 9

DEFAULT AND REMEDIES

9.1 General . Subject to Section 9.4 hereof, the remedies reserved to Buyer or Sellerherein shall be cumulative and in addition to all other or further remedies provided by law.

9.2 Non-Waiver . Failure of either Party at any time to require performance by the

other Party of any provision of this Power Purchase Agreement shall not be deemed a continuingwaiver of that provision or a waiver of any other provision of this Power Purchase Agreement.

9.3 Event of Default .

9.3.1 An Event of Default under this Power Purchase Agreement shall bedeemed to exist upon the occurrence of any one or more of the following events:

(a) Failure by either Party to make payment of any amounts due to the otherParty under this Power Purchase Agreement and that failure continues for a period of five (5)days after written notice of nonpayment is provided to the Party that has failed to make the

payment;

(b) A material breach of any representation or warranty of this PowerPurchase Agreement or failure by either Party to perform fully any material term, provision,condition, agreement or covenant of this Power Purchase Agreement, and (i) such failurecontinues for a period of thirty (30) days after written notice of such nonperformance has beengiven to the nonperforming Party, or (ii) if such failure cannot be cured within said thirty (30)days, the nonperforming Party commences within such thirty (30) days and proceeds thereafterwith all due diligence to cure such failure, but such failure is not cured within such longer period,

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not to exceed ninety (90) days, as shall be necessary for such Party to cure the same with all duediligence;

(c) An Event of Default as defined in and pursuant to the terms of the SiteLease, by the other party thereunder;

(d) If by order of a court of competent jurisdiction, a receiver or liquidator ortrustee of either Party or of any of the property of either Party shall be appointed and suchreceiver or liquidator or trustee shall not have been discharged within a period of ninety (90)days; or if by decree of such a court, either Party shall be adjudicated bankrupt or insolvent orany substantial part of the property of such Party shall have been sequestered or such decree shallhave continued undischarged and unstayed for a period of ninety (90) days after the entrythereof; or if a petition to declare bankruptcy or to reorganize either Party pursuant to any of theprovisions of the Federal Bankruptcy Code, as it now exists or as it may hereafter be amended orpursuant to any other similar state statute applicable to such Party, as now or hereafter in effect,shall be filed against such Party and shall not be dismissed within ninety (90) days after suchfiling; or

(e) If either Party shall file a voluntary petition in bankruptcy law or shallconsent to the filing of any bankruptcy or reorganization petition against it under any similarlaw; or without limitation of the generality of the foregoing, if either Party shall file a petition oranswer or consent seeking relief or assisting in seeking relief in a proceeding under any of theprovisions of the Federal Bankruptcy Code, as it now exists or as it may hereafter be amended orpursuant to any other similar state statute applicable to such Party, as now or hereafter in effect,or an answer admitting the material allegations of a petition filed against it in such a proceeding;or if either Party shall make a general assignment for the benefit of its creditors; or if either Partyshall admit in writing its inability to pay its debts generally as they become due; or if either Partyshall consent to the appointment of a receiver(s), trustee(s) or liquidator(s) of it or of all or of any

part of its property.

9.3.2 During any Event of Default, the non-defaulting Party shall have the right:

(a) To terminate this Power Purchase Agreement upon written notice to thedefaulting Party; and

(b) Subject to Section 9.4 hereof, to pursue any other remedy provided underthis Power Purchase Agreement or now or hereafter existing at law or in equity or otherwise,including but not limited to (i) seeking a decree compelling specific performance with respect to,and (ii) without the necessity of filing any bond, seeking the restraint by injunction of any actual

or threatened breach of any material obligation of the other Party under this Power PurchaseAgreement.

9.4 Consequential Damages . Notwithstanding any other provision of this PowerPurchase Agreement, neither Party shall be liable to the other Party for any special,consequential or punitive damages hereunder. This limitation shall not affect the right of eachParty to receive the express remedies specified herein, nor shall it limit the right of each Party toreceive indemnification amounts set forth in Section 12 hereof.

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Section 10

FORCE MAJEURE

10.1 Neither Party shall be considered to be in default with respect to any obligationhereunder if prevented or delayed in a material respect from fulfilling such obligation by fire,

strikes or other labor difficulties, casualties, civil or military authority, civil disturbance or riot,war, acts of God, acts of public enemy, drought, earthquake, flood, explosion, hurricane,lightning, landslide, or similar cataclysmic occurrence, or if NEPOOL or ISO-NE experiencesunplanned-for emergency system conditions, including but not limited to a shortage of availableelectric generating capacity or an insufficiency of transmission or distribution facilities requiredfor the delivery of electric energy, such that NEPOOL or ISO-NE either must suspend the supplyof electric energy or must curtail or interrupt all or a portion of the transmission of electricenergy hereunder, or other event beyond the reasonable control of the Party affected (ForceMajeure); provided, however, that pricing under this Power Purchase Agreement or anyapplicable fuel or energy source shall not be considered a Force Majeure event.

10.2 If either Party is rendered wholly or partly unable to perform its obligations underthis Agreement because of Force Majeure, that Party shall be excused from whateverperformance is affected by the Force Majeure to the extent so affected; provided, that paymentsdue hereunder from either Party to the other when due shall not be excused by Force Majeure(unless the Partys inability to pay arises from a Force Majeure event affecting such Partyspayment mechanism or the banking system as a whole); and provided, further, that:

(a) The non-performing Party promptly, but in no case later than five (5)Business Days after the occurrence of the Force Majeure, gives the other Party notice describingthe particulars of the occurrence describing, in detail, the nature, extent and expected duration ofthe Force Majeure;

(b) The suspension of performance shall be of no greater scope, and of nolonger duration, than is reasonably required by the Force Majeure; and

(c) The non-performing Party uses commercially reasonable efforts to remedyits inability to perform.

Neither Party shall be required to settle any strike, walkout, lockout or other labor dispute onterms which, in the sole judgment of the Party involved in the dispute, is contrary to its interest,it being understood and agreed that the settlement of strikes, walkouts, lockouts or other labordisputes shall be entirely within the discretion of the Party having such difficulty.

Section 11ASSIGNMENT

11.1 Assignments with Consent . Subject to Section 11.2, neither Party shallvoluntarily assign its rights nor delegate its duties under this Power Purchase Agreement withoutthe written consent of the other Party, which consent shall not be unreasonably withheld,conditioned or delayed. Where consent to assignment is necessary and assignment is sought, theParty seeking assignment shall give the other Party thirty (30) days notice thereof, delivered inaccordance with Section 15.1 hereof. No consent to any transfer of Buyers or Sellers interest in

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any particular instance shall be deemed a waiver of the obligation to obtain such consent in thecase of a subsequent transfer.

11.2 Assignments without Consent . Notwithstanding the provisions of Section 11.1,Seller shall have the right (i) to assign and delegate all of its rights and duties under this Power

Purchase Agreement to any Affiliate of Seller and (ii) upon reasonable prior notice to Buyer, tocollaterally assign some or all of its rights and interests (but not its obligations) under this PowerPurchase Agreement to the Facility Lenders (or their agents, trusts or Affiliates) in connectionwith the development financing or debt or lease financing (including, without limitation, transferof ownership and financing thereof) for the construction of the Facility or permanent or termfinancing or refinancing for the Facility.

11.3 Conditions on Assignment . Any assignment made pursuant to Sections 11.1 and11.2 shall be valid and binding only if (i) the permitted assignee (other than Facility Lenders)agrees in a written document, signed by the non-assigning Party, to assume the performance ofall of the duties and obligations of the assigning Party under this Power Purchase Agreement;and (ii) the assigning Party also assigns, and the permitted assignee assumes in writing, the SiteLease. Any attempted assignment that does not satisfy all of the conditions set forth in thisArticle 13 shall be null and void and ineffective to convey any interest in this Power PurchaseAgreement to the intended assignee.

Section 12

INDEMNIFICATION

12.1 Indemnification .

12.1.1 Seller and Buyer shall each indemnify, defend, protect and hold the other,its officers, directors, employees, agents, guests (including, but not limited to Affiliates and their

respective officers, directors, employees, agents, successors and permitted assigns)(Indemnified Parties), successors and permitted assigns harmless from and against alldemands, liabilities, damages, losses, penalties, claims, lawsuits and proceedings of any naturewhatsoever (Claims), which may be incurred, made, asserted or alleged by the government orany third party, including those liabilities and claims that may result from personal injury ordeath to any person, including each Partys employees, contractors, agents, representatives orguests, or property damage, arising out of or in any manner connected with any act or failure toact, or any breach of this Power Purchase Agreement, by the Party from whom indemnificationis sought (the Indemnifying Party), except to the extent that such Claim may be attributable toand only to the extent that a court of competent jurisdiction or arbitration panel determines thatsuch Claim was caused by the negligence, illegal conduct or willful misconduct of, or breach of

this Power Purchase Agreement by, the Indemnified Party hereunder or any of its Affiliates, inwhich event the Indemnifying Party shall be liable only to the extent of that portion of such judgment which is proportionate to its proven fault (the Indemnified Party Loss). Theprovisions of this Section 12.1.1 shall not be construed so as to relieve any insurer of itsobligation to pay any insurance claims in accordance with the provisions of any valid insurancepolicy. In the event that a Party is obligated to indemnify and hold the other Party and itssuccessors and permitted assigns harmless hereunder, the amount owing to such Indemnified

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Party will be the amount of the actual Indemnified Party Loss, net of any insurance or otherrecovery.

12.1.2 In the event an employee, agent, contractor or representative of eitherParty (for purposes of this Section 12.1.2 only, the Principal Party) asserts or alleges a claim,

demand or cause of action against the other Party (including its Affiliates), their officers,directors, employees, or agents, the Principal Party shall fully defend, indemnify and holdharmless the other Party to the full extent of Section 12.1.1 above, notwithstanding thatnegligence or fault is not alleged on the part of the Principal Party (including its Affiliates), theiremployees, agents or representatives. The procedures and terms set forth in Section 12.2 and12.3 with respect to Claims under Section 12.1.1 shall also be applicable to any claims, demandsand causes of action under this Section 12.1.2.

12.2 Procedures .

12.2.1 If any Indemnified Party intends to seek indemnification under thisSection 12 with respect to any Claim, the Indemnified Party shall give the Indemnifying Party

notice of such Claim upon the receipt of actual knowledge or information by the IndemnifiedParty of the Claim.

12.2.2 The Indemnifying Party shall have the right to assume the defense of anyClaim, at its sole cost and expense, with counsel designated by the Indemnifying Party andreasonably satisfactory to the Indemnified Party; provided, however, that if the defendants in anysuch proceeding include both the Indemnified Party and the Indemnifying Party, and theIndemnified Party shall have reasonably concluded that there may be legal defenses available toit which are different from or additional to those available to the Indemnifying Party, theIndemnified Party shall have the right to select separate counsel, at the Indemnifying Partysexpense, to assert such legal defenses and to otherwise participate in the defense of such Claim

on behalf of such Indemnified Party.

12.2.3 Should any Indemnified Party be entitled to indemnification under thisSection 12 as a result of a Claim by a third party, and should the Indemnifying Party fail toassume the defense of such Claim, the Indemnified Party may, at the expense of theIndemnifying Party, contest (or, with or without the prior consent of the Indemnifying Party,settle) such Claim.

12.2.4 Except to the extent expressly provided herein, no Indemnified Party shallsettle any Claim with respect to which it has sought or is entitled to seek indemnificationpursuant to this Section 12 unless (i) it has obtained the prior written consent of the Indemnifying

Party, or (ii) the Indemnifying Party has failed to provide security, in a form reasonablysatisfactory to the Indemnified Party, securing the payment of any indemnifiable cost, up to theamount of the proposed settlement.

12.2.5 Except to the extent expressly provided herein, the Indemnifying Partyshall not settle any Claim with respect to which it may be liable to provide indemnificationpursuant to this Section 12 without the prior written consent of the Indemnified Party; provided,however, that if the Indemnifying Party has reached a bona fide settlement agreement with the

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plaintiff(s) in any such proceeding, which settlement includes a full release of the IndemnifiedParty for any and all liability with respect to such Claim, and the Indemnified Party does notconsent to such settlement agreement, then the dollar amount specified in the settlementagreement shall act as an absolute maximum limit on the indemnification obligation of theIndemnifying Party with respect to the Claim, or portion thereof, that is the subject of such

settlement agreement.

12.3 Survival/Payment . The Parties agree that any Indemnifying Party hereunder shallcommence payment of costs and expenses incurred by the Indemnified Party as they becomedue, without waiting for the ultimate resolution of any litigation or administrative proceeding.The provisions of this Section 12 shall survive the expiration or termination of this PowerPurchase Agreement.

Section 13

CONFIDENTIALITY

13.1 Confidentiality .

13.1.1 Confidential Information shall be any business or technical information,of whatever nature or form, relating to the Plant, the Facility, or the Project, including but notlimited to actual and potential electric load characteristics; design, structure, capacities,management, personnel, and operations; actual and potential costs, financing, income, andprofits; internal business and financial information; strategies, projections, studies, or forecasts;power marketing and sales; environmental and other legal or regulatory information; tradesecrets; and other information of a confidential, proprietary, or competitive nature. For thepurposes of this Section 13, a Party that receives Confidential Information from the other Partyshall be referred to as the Receiving Party.

13.1.2 No Receiving Party shall disclose or use Confidential Information for anypurpose other than for the design, development, construction, financing, or operation of theFacility or the performance of its obligations under this Power Purchase Agreement, without thewritten consent of the other Party. The Receiving Party agrees to utilize with respect to receivedConfidential Information the same standards and procedures which it applies to protection of itsown confidential information, but not less than reasonable care.

13.1.3 Each Party will limit access to received Confidential Information to thoseof its directors, officers, employees, attorneys, lenders, contractors, suppliers, agents, andconsultants who need to know about or participate in the performance under this Power PurchaseAgreement, and such disclosure shall be limited to only Confidential Information necessary for

performance under this Power Purchase Agreement. Each Party agrees to inform each of itsdirectors, officers, employees, attorneys, lenders, contractors, suppliers, agents, and consultantswho receive Confidential Information of the secret and confidential nature thereof and of theobligations imposed by this Power Purchase Agreement, and shall disclose to the other Partiesthe identities of any consultants who will have access to received Confidential Information.Each Party shall be liable for unauthorized use or disclosure of received ConfidentialInformation by its directors, officers, employees, attorneys, lenders, contractors, suppliers,agents, consultants, or members.

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13.1.4 Each Party may disclose Confidential Information which it is legallyrequired to furnish by subpoena or other legal process; provided that the Party uses commerciallyreasonable efforts to avoid disclosure of Confidential Information, and prior to furnishingConfidential Information disclosed by the other Party, the Receiving Party notifies the otherParty and gives the other Party the opportunity to object to the disclosure or take the lead in

seeking a protective order. Each Party acknowledges that regulatory or other GovernmentalAuthorities may require the disclosure of Confidential Information relating to the Facility, Plantor Project that was disclosed by the other Party. In that event, the Receiving Party shall notifythe other Party prior to disclosure of such Confidential Information to regulatory or otherGovernmental Authorities, and shall use reasonable efforts to limit disclosure and to obtainconfidential treatment of such Confidential Information from the regulatory or GovernmentAuthority. A Party disclosing Confidential Information pursuant to subpoena, or legal process,or as required by regulatory or Governmental Authorities, shall release only such informationwhich its counsel believes is legally required to respond to the subpoena or legal process request,or regulatory or governmental authorities.

13.1.5 Confidential Information shall remain the property of the Party disclosingsuch Confidential Information. Except as is necessary to enable a Party, or successor thereto, tomeet its continuing obligations under this Power Purchase Agreement, upon termination of thisPower Purchase Agreement, the Receiving Party will return to the other Party all of the otherPartys Confidential Information in its possession and destroy all computer entries, notes, ordocuments relating thereto.

13.1.6 Confidential Information shall not include information:

(i) which was developed by the Receiving Party and was contained ina writing in the Receiving Partys possession before its receipt from the other Party;

(ii) which at the time of its disclosure to the Receiving Party is, orthereafter becomes, through no act or failure to act on the part of the Receiving Party,part of the public domain;

(iii) which has been rightfully furnished to the Receiving Party by athird party without restriction on disclosure or use and not in violation of any rights of, orobligations to, the other Party.

The occurrence of any of the above exceptions shall not be construed as an express or impliedgrant of any rights under any of the other Partys patents or other intellectual property rights.

13.1.7 The provisions of this Section 13 shall survive expiration, cancellation, ortermination of this Power Purchase Agreement. Each Party agrees to be bound by theconfidentiality obligations herein for a period of five (5) years from expiration, cancellation, ortermination of this Power Purchase Agreement.

Section 14

REPRESENTATIONS AND WARRANTIES

14.1 Seller hereby represents and warrants to Buyer as follows:

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14.1.1 Seller has full power and authority to execute and deliver this Agreement,and Seller shall continue to have full power and authority to perform its obligations hereunder,and to consummate the transactions contemplated hereby during the Term of this Agreement.The execution and delivery of this Agreement by Seller and the consummation by it of thetransactions contemplated hereby have been duly and validly authorized by all necessary action

required on its part and this Agreement has been duly and validly executed and delivered bySeller. For the Term of this Agreement, Seller agrees that this Agreement shall constituteSellers legal, valid and binding agreement, enforceable against Seller in accordance with itsterms, except as such enforceability may be limited by applicable bankruptcy, insolvency,reorganization, fraudulent conveyance, moratorium or other similar laws affecting or relating toenforcement of creditors rights generally and general principles of equity (regardless of whetherenforcement is considered in a proceeding at law or in equity).

14.1.2 Neither the execution and delivery of this Agreement by Seller nor theconsummation by Seller of the transactions contemplated hereby during the Term of thisAgreement will (i) conflict with or result in any breach or violation of any provision of theenabling legislation, bylaws, certificate of formation, operating agreement, and any otherapplicable governing or formation documents of Seller; (ii) result in a default (or give rise to anyright of termination, consent, cancellation or acceleration) under any of the terms, conditions orprovisions of any note, bond, mortgage, indenture, material agreement or other instrument orobligation to which Seller is a party or by which it may be bound, except for such defaults (orrights of termination, cancellation or acceleration) as to which requisite waivers or consents havebeen obtained; or (iii) constitute violations of any law, regulation, order, judgment or decreeapplicable to Seller.

14.1.3 Except for the items described on Exhibit C hereto, which Seller agrees toobtain in order to satisfy the conditions precedent set forth in Section 2.2, no consent or approvalof, filing with, or notice to, any Governmental Authority by or for Seller is necessary for the

execution and delivery of this Agreement by it, or the consummation by it of the transactionscontemplated hereby.

14.2 Buyer hereby represents and warrants to Seller as follows:

14.2.1 Buyer is a [municipal corporation] organized and validly existing underthe laws of the State of Connecticut.

14.2.2 Buyer has full power and authority to execute and deliver this Agreement,and Buyer shall continue to have full power and authority, to perform its obligations hereunderand to consummate the transactions contemplated hereby during the Term of this Agreement.

The execution and delivery of this Agreement by Buyer and the consummation by it of thetransactions contemplated hereby have been duly and validly authorized by all necessary actionrequired on its part and this Agreement has been duly and validly executed and delivered byBuyer. For the Term of this Agreement, Buyer agrees that this Agreement shall constituteBuyers legal, valid and binding agreement of Buyer, enforceable against Buyer in accordancewith its respective terms, except as such enforceability may be limited by applicable bankruptcy,insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws affecting or

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relating to enforcement of creditors rights generally and general principles of equity (regardlessof whether enforcement is considered in a proceeding at law or in equity).

14.2.3 Neither the execution and delivery of this Agreement by Buyer, nor theconsummation by Buyer of the transactions contemplated hereby during the Term of this

Agreement will (i) conflict with or result in any breach or violation of any provision of theBuyers organizational documents or statutes; (ii) result in a default (or give rise to any right oftermination, consent, cancellation or acceleration) under any of the terms, conditions orprovisions of any note, bond, mortgage, indenture, material agreement or other instrument orobligation to which Buyer is a party or by which it may be bound, except for such defaults (orrights of termination, cancellation or acceleration) as to which requisite waivers or consents havebeen obtained; or (iii) constitute violations of any law, regulation, order, judgment or decreeapplicable to Buyer.

14.2.4 Except for the items described on Exhibit D hereto, no consent or approvalof, filing with, or notice to, any governmental authority by or for PSNH is necessary for theexecution and delivery of this Agreement by it, or the consummation by it of the transactionscontemplated hereby.

Section 15

OTHER PROVISIONS

15.1 Notices . All notices and other communications required or authorized under thisPower Purchase Agreement shall be given in writing either by personal delivery, registered mail,or overnight or other courier or delivery service, addressed to the respective Party at theaddresses indicated below:

To Seller: [GREENPOINT ENERGY PARTNERS (ANSONIA) LLC]

1 Shore Lane, #2307193 Meserole AveJersey City, NJ 07310Brooklyn, NY, 11222Attn.:Fax:

With copies to: [Greenpoint Energy Partners LLC]1 Shore Lane, #2307Jersey City, NJ 07310

To Buyer: [THE CITY OF ANSONIA, CONNECTICUT]

[]Attn.:Fax:

With copies to: []

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Notice or communication shall be deemed effective upon personal receipt by the Party to whomsuch notice, demand, invoice or request is sent. Either Party may change its address from time totime by giving written notice of such change to the other Party.

15.2 Choice of Law; Choice of Venue . This Power Purchase Agreement shall be

governed by and construed in accordance with the internal law, but not the conflicts of law rules,of the State of Connecticut. Any dispute arising out of this Agreement shall be brought in acourt of competent jurisdiction located in the State of Connecticut. Each Party irrevocablywaives any objection which it may have to the venue of any proceeding brought in any suchcourt and waives any claim that such proceedings have been brought in an inconvenient forum.

15.3 Severability . Each provision of this Power Purchase Agreement shall be separateand independent. If any provision of this Power Purchase Agreement or the application thereofto any Person or circumstance is held invalid or unenforceable, such invalidity shall not affectthe validity or enforceability of the remainder of this Power Purchase Agreement or theapplication of such provision to persons or circumstances other than those to which it is invalidor unenforceable, and this Power Purchase Agreement shall be construed to give effect to theremaining provisions hereof. In the event any provision of this Power Purchase Agreement isdeclared invalid or unenforceable, the Parties shall promptly negotiate in good faith a newprovision(s) to eliminate the invalidity or unenforceable provision and to restore this PowerPurchase Agreement as near as possible to its original intent and effect.

15.4 Modifications . No modification, amendment, extension, renewal, rescission,termination or waiver of any of the provisions contained herein, or any future representation,promise or condition in connection with the subject matter hereof, shall be binding upon eitherParty unless in writing and signed by an authorized agent on its behalf.

15.5 Headings . Headings used in this Power Purchase Agreement are included for

purposes of convenience only and shall not affect the construction or interpretation of any of itsprovisions.

15.6 Changes . The Parties acknowledge that they are entering into a long termarrangement in which the cooperation of both will be required. If, during the Term, changes inthe operations, facilities or methods of either Party will materially benefit a Party withoutdetriment to the other Party, or where the benefiting Party agrees to hold the other Party harmlessfrom such detriment, the Parties commit to each other to make reasonable efforts to cooperateand to assist each other to carry out such changes.

15.7 Waiver . Neither Party hereto shall be deemed to have waived any right under or

in connection with this Power Purchase Agreement unless waiver thereof is expressly stated in awriting signed by the Party to be charged. The waiver of any term or condition of this PowerPurchase Agreement on any occasion or occasions shall not be deemed a waiver of any suchterm or condition on any other occasion.

15.8 Third Party Beneficiary . Buyer and Seller agree that, except as specificallyprovided herein, no party shall be entitled to any third party beneficiary status hereunder.

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15.9 Entire Agreement . This Power Purchase Agreement contains the entireagreement between the Parties with respect to the subject matter hereof and shall supersede anyand all previous understandings between the Parties, and bind and inure to the benefit of theParties, their successors and permitted assigns.

15.10 Counterparts . This Power Purchase Agreement may be executed in any numberof counterparts, and each counterpart shall have the same force and effect as the originalinstrument.

15.11 Option on Municipal Waste . Seller shall have the right, exercisable in its solediscretion at any time during the term of this Power Purchase Agreement, to acquire from Buyer,on terms to be agreed between the Parties, such municipal waste or sewage sludge as Seller maydetermine useful as fuel in generating energy at the Facility.

[Signatures on Following Page]

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IN WITNESS WHEREOF, the Parties hereto have executed this Power PurchaseAgreement as of the date first written above.

GREENPOINT ENERGY PARTNERS

(ANSONIA) LLC

a Delaware limited liability company

By:___________________________________________________________________________________Name:________________________________________________________________________________Title:______________________________________

___________________________________________

[THE CITY OF ANSONIA, CONNECTICUT]

a [Connecticut Municipal] Corporation

By:___________________________________________________________________________________Name:_____________________________________Title:______________________________________

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EXHIBIT A

DEFINITIONS

For the purposes of this Power Purchase Agreement, the following terms shall have thefollowing meanings assigned to them:

Affiliate when used with reference to a specified Person, means (i) any Person thatdirectly or indirectly through one or more intermediaries controls or is controlled by or is undercommon control with the specified Person, and (ii) any Person that is an officer or director of,general partner in or trustee of, or serves in a similar capacity with respect to, the specifiedPerson or of which the specified Person is an officer, director, general partner or trustee, or withrespect to which the specified Person serves in a similar capacity. As used in this definition ofAffiliate, the term control means the possession, directly or indirectly, of the power to director cause the direction of the management and policies of a Person, whether through theownership of voting securities, by contract, or otherwise.

Applicable Laws means all laws, statutes, codes, acts, ordinances, orders, judgments,decrees, injunctions, rules, regulations, Permits, licenses, authorizations, directives andrequirements of all federal, state and local governmental authorities, including, withoutlimitation, all environmental laws, applicable to the Facility and/or the Site.

Buyer means [The City of Ansonia, Connecticut], a [Connecticut municipalcorporation], and its successors and permitted assigns.

Claim has the meaning set forth in Section 12.1.1.

Commercial Operations Date means the date that (i) the design, construction,

installation and start-up testing of the Facility has been completed, and (ii) the Facility has allPermits and other approvals which are necessary and appropriate to commence commercialoperations of the Facility, as established by binding written notice from Seller to Buyer inaccordance with Section 2.2.

Confidential Information has the meaning set forth in Section 13.1.1.

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Contracted Power Price means, as of the Effective Date, ten cents ($0.10) per kilowatthour. As of the January 1st immediately following the Commercial Operations Date and as ofeach January 1st thereafter, the Contracted Power Price means, for the then-current calendaryear, the product of

(x) the greater of

(i) 1.00 03

and

(ii) the remainder of (1) the Consumer Price Index as of the end of thepreceding calendar year, divided by (2) the Consumer Price Index at the beginning of thepreceding calendar year, taken out to two decimal points,

multiplied by (y) the Contracted Power Price in effect for the preceding calendar year.

Delivered Power means the electrical energy actually delivered by Seller to Buyerhereunder and is measured on an integrated kilowatt basis in standard increments formeasurement as shall be prevailing for independent power producers in the local power market.

Electrical Interconnection Facilities means all transformers, switches, protectivedevices and other electrical equipment at Buyers Plant necessary for Buyer to accept electricitysold hereunder at the Power Delivery Point(s) in accordance with Good Engineering Practices,including, but not limited to, the Power Feeders.

Expansion means an expansion of the Facility by up to an additional 1.5MW (net)capacity using the same or substantially similar technology as the Facility.

Expansion Option means Sellers right to construct the Expansion.

Facility means Sellers anaerobic digestion energy conversion facility of 1.5MW (net),using organic municipal solid waste as its fuel source, together with all buildings, equipment,meters, piping, storage facilities, transmission lines, interconnection facilities, delivery anddistribution facilities and other appurtenances or improvements necessary to receive, produce,meter, transmit or deliver (as appropriate) power pursuant to the terms of this Power PurchaseAgreement, and, in addition, for the purposes of this Power Purchase Agreement, shall alsoinclude all electrical equipment on Sellers side of the Power Delivery Points, including SellersProtective Equipment.

Generation Equipment means the generators, pipes, control equipment, metering,switches, transmission or distribution lines located at the Facility, and any ancillary or relatedequipment and facilities necessary for the generation of power at the Facility (excluding thePower Feeders and the interconnection between the Plant and the electrical transmission system).

Good Engineering Practices means at a particular time, any of the practices, methodsand acts engaged in or approved by a significant portion of the anaerobic digestion electricpower conversion industry at such time in the construction, operation and/or maintenance of

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facilities similar in size, location and operating characteristics to the Facility, or any of thepractices, methods and acts which, in the exercise of reasonable judgment in light of the factsknown at the time the decision was made, could have been expected to accomplish the desiredresults at the lowest cost consistent with good business practices, reliability, safety andexpedition. Good Engineering Practices is not intended to be limited to the optimum practice,

method or act to the exclusion of all others, but rather to be a spectrum of possible practices,methods or acts expected to accomplish the desired results, having due regard for, among otherthings, safety and health standards and procedures, manufacturers warranties, Applicable Lawsand the requirements of this Power Purchase Agreement.

Governmental Authority means any federal, state, or local governmental body or any political sub-division, agency, sub-agency or instrumentality thereof, including, withoutlimitation, any legislature, the courts and any quasi-adjudicative bodies with jurisdiction. Theterm Governmental Authority shall not include Buyer.

Indemnified Party has the meaning set forth in Section 12.1.1.

Indemnified Party Loss has the meaning set forth in Section 12.1.1.

Indemnifying Party has the meaning set forth in Section 12.1.1.

Interest Rate means the base rate on corporate loans posted by at least seventy-fivepercent (75%) of the nations 30 largest banks, as published in the Wall Street Journal MoneyRates section, or, if such rate is no longer published, a comparable prime rate.

Maintenance Schedule has the meaning set forth in Section 2.4.1.

MW means megawatts.

MWh means megawatt hours.

Owner Party has the meaning set forth in Section 5.4.

Party or Parties means Buyer and Seller, their successors or permitted assigns.

Permits shall mean all permits, licenses, approvals, authorizations, consents,registrations, easements, rights of way, leases, releases or exemptions required in connectionwith the design, construction, ownership, operation or maintenance of the Facility by any thirdperson or entity not a Party hereto or by any federal, state, local or municipal governmentagency, body or authority.

Plant means the City of Ansonia Water Treatment Center.

Plant Site means the site upon which the Plant is located, which is adjacent to the Site.

Power Delivery Point(s) means (i) the points of interconnection between the Facilityand the Plant as identified on an exhibit to the Site Lease, and (ii) such other point(s) as Sellerand Buyer may agree to in writing from time to time.

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Power Feeders has the meaning set forth in Section 2.3.

Principal Party has the meaning set forth in Section 12.1.2.

Protective Equipment means all relays, meters, power circuit breakers, synchronizers,and other control devices as shall be agreed to by the Parties in accordance with the requirementsof Buyer or Seller as necessary for proper and safe operation of the Generation Equipment as itinterfaces with the Plant.

Purchase Option Agreement shall mean the Purchase Option Agreement dated as of theEffective Date by and between the Parties.

Receiving Party has the meaning set forth in Section 13.1.1.

Scheduled Facility Outage means a scheduled outage of Generation Equipment forinspection, testing, repair, overhaul, modification, construction or maintenance or for other pre-planned reasons, conducted pursuant to Section 2.4.

Seller means [Greenpoint Energy Partners (Ansonia) LLC], a Delaware limited liabilitycompany, and its successors and permitted assigns.

Site has the meaning ascribed thereto in the Site Lease.

Site Lease means the Facility Site Lease and Easement Agreement by and betweenBuyer and Seller dated as of approximate even date herewith.

Term has the meaning set forth in Section 3.1.

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EXHIBIT B

POWER DELIVERY POINTS

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EXHIBIT C

REQUIRED APPROVALS (SELLER)

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EXHIBIT D

REQUIRED APPROVALS (BUYER)

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Exhibit E

Form of Purchase Option Agreement

ansonia power purchase agreement 9 05 11 (700413263_3) (2)

Documents