Agenda packet — Silicon Valley Clean Energy Board of Directors, August 12, 2026 (part 2 of 3)

Staff Report – Item 2h
Item 2h: Authorize the Chief Executive Officer to Execute an Agreement with Boone Graphics for Mailing and Printing Services with a Not-to-Exceed Limit of $450,000 Over a Three-Year Term
From: Monica Padilla, CEO
Prepared by: Pamela Leonard, Deputy Director of Marketing & Communications Date: 8/12/2026

RECOMMENDATION
Staff recommends that the Silicon Valley Clean Energy (SVCE) Board of Directors (Board) authorize the CEO to negotiate and execute a three-year agreement, subject to approval by general counsel, with Boone Graphics for mailing and printing services not-to-exceed $450,000 over three years, with an anticipated annual spend of $150,000.

BACKGROUND
As a Community Choice Aggregator (CCA), SVCE has regulatory requirements to send customers mailed enrollment notifications and other mandatory communications about its rates and power content. SVCE has had a mailing vendor since its inception to provide these services. This vendor was secured through a competitive solicitation process and Board-approved contract. Since it has been five years since the last competitive solicitation, and the contract with the current vendor ends in September 2026, staff issued a request for proposals for mailing and printing services in June 2026 to secure a new contract for these services.

Staff received seven proposals from mailing and printing vendors located throughout the West Coast. The proposals were evaluated on service experience with CCAs, cost, expertise and security audit certifications, among other factors. Staff has selected a new vendor through this process that best meets the evaluation criteria.

ANALYSIS & DISCUSSION
Boone Graphics is a California-based visual communications, print, fulfillment, and mail provider that has been in operation since 1994. Boone operates a secure manufacturing facility in Goleta and a Central Coast sales/project management office in San Luis Obispo. The company employs approximately 45 personnel and supports public agencies, healthcare organizations, financial institutions, nonprofits, and commercial clients with compliance-driven communications.

Staff selected Boone Graphics in this competitive solicitation because of their experience, knowledge of CCA operational and communication compliance requirements, knowledgeable staff, printing capabilities, cost and ability to meet the enhanced data security requirements that SVCE has implemented in recent years. Boone Graphics can also implement sustainable printing practices, such as using recycled paper, which is always SVCE's preference, as it aligns with the agency’s environmental mission. Central Coast Community Energy is one of Boone Graphic’s existing CCA customers, making the printer already familiar with the weekly and annual mailings required for CCAs and with an established data transfer process already in place with Calpine, the SVCE billing services provider.

Item 2h
Agenda Item: 2h Agenda Date: 8/12/2026

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Boone Graphics will be responsible for the following required customer mailings for SVCE:

1. Annual Joint Rate Mailer

2. Annual Power Content Label

3. Weekly maintenance mailings (opt outs, upgrades, delinquent accounts, etc.)

4. Notifications for new move in accounts
In addition to these required mailings, the Boone Graphics agreement specifies that the vendor may send various customer outreach letters and program marketing mailers, as needed and directed by staff to meet program enrollment goals. Examples include a customer mailer directed to specific electric rate plans, such as EV owners and solar customers.

A strong, strategic and experienced mailing partner is essential to the operations required of a CCA, and Boone Graphics meets the needs identified for SVCE through this solicitation process. Staff will evaluate this vendor's performance, and the agreement includes an option to extend for the full five years allowed under the SVCE procurement standards, and with Board approval.

STRATEGIC PLAN
Mailing services are a required function as a CCA to ensure transparent communications about enrollment, rates and power supply. In addition, marketing mailers also help fulfill Strategic Plan Goal 8: Engage customers and community stakeholders to build trust of SVCE and advance decarbonization.

ALTERNATIVE
If the board does not approve the contract with Boone Graphics, staff would revisit a contract with another bidder from this solicitation. However, Boone Graphics was selected as the top scoring choice. A mailing vendor is an essential function of operating a CCA and must be in place for compliance communications – this is outside of the scope that SVCE would feasibly want to take in-house as mail houses have special certifications and abilities to navigate the rules and rates of the US Postal Service. Like most utilities and cities, all other CCAs also use external vendors for this very specific type of work.

FISCAL IMPACT
The anticipated annual expenditure on mailing and printing services under this contract is $150,000.00. The cost to mail compliance communications to customers is included in the annual operating budget. Postage is paid for separately outside of the vendor contract, and directly through the SVCE postal permit account. Any additional mailers related to program marketing is included in the board-approved annual program marketing fund.

Item 2h

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Staff Report – Item 2i
Item 2i: Adopt Resolution Authorizing the Chief Executive Officer to Finalize Negotiations and Execute Amended and Restated Master Power Purchase and Sale Agreements with Shell Energy North America (US), L.P., Constellation Energy Generation, LLC, and NRG Business Marketing LLC to Enable Execution of Energy Transactions From: Monica Padilla, CEO
Prepared by: Willy Wang, Contracts and Settlements Manager Date: 8/12/2026

RECOMMENDATION
Staff recommends the Silicon Valley Clean Energy (SVCE) Board of Directors (Board) adopt Resolution 2026- 14 (Attachment 1) delegating authority to the Chief Executive Officer (CEO) to finalize negotiations and execute Amended and Restated Master Power Purchase and Sale Agreements (“A&R Master Agreements”) with three counterparties: 1) Shell Energy North America (US), L.P. (“SENA”), 2) Constellation Energy Generation, LLC (“Constellation”), and 3) NRG Business Marketing LLC (“NRG”) as provided for in Attachments 2, 3, and 4.

BACKGROUND
SVCE bases its power supply agreements on the industry-standard Edison Electric Institute (EEI) Master Power Purchase and Sale Agreement (“Master Agreement”). The Master Agreement is a widely used standard form agreement containing general terms and conditions for electric power transactions. The SVCE Board via resolution and/or minute action, has authorized the CEO to execute Master Agreements with multiple counterparties and has delegated authority to transact under the Master Agreements contingent on limits related to term, price and/or products such as renewable energy and resource adequacy capacity. To date, SVCE has executed Master Agreements with 22 counterparties, most recently with TotalEnergies Gas & Power North America, Inc. in September 2025.

The Board-approved Energy Risk Management Policy (“ERM Policy”) establishes limits for the types of transactions the CEO, or her designee, may execute along with limits on authority related to term, volume and dollars and necessary oversight. The Board most recently approved a revised ERM Policy in May 2025. The Master Agreements are intended to work within the parameters of the ERM Policy.

The purpose of this A&R Master Agreement is to modernize our policies with SENA, Constellation, and NRG.

These original Master Agreements were the first ones SVCE entered into and, at the time, SVCE did not have a credit rating from the credit agencies. This required SVCE to collateralize its transactions using its receivables via a “lockbox arrangement” whereby SENA, Constellation, and NRG would have first call to SVCE’s receivables. Since then, SVCE has obtained investment grade credit ratings from S&P and Moody’s. These A&R Master Agreements terminate the lockbox arrangement and establish negotiated collateralization levels for both parties, which aligns with more recent Master Agreements.

SENA, Constellation, and NRG have each agreed to the attached A&R Master Agreements, which have been reviewed and approved by SVCE’s counsel and are consistent with the terms approved by the Board under existing Master Agreements.

ANALYSIS & DISCUSSION
The Master Agreements do not obligate SVCE to execute transactions but rather enables parties to transact various types of energy and related services such as renewable energy resources to meet Renewable Portfolio Item 2i
Agenda Item: 2i Agenda Date: 8/12/2026

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34910991v1
Standards (RPS); carbon-free resources; system energy at fixed and/or index prices and resource adequacy capacity products. The Master Agreement between SVCE and each counterparty includes standard, boilerplate terms and conditions, with modifications negotiated by the parties via a “Cover Sheet” as well as certain global credit provisions. Energy transactions are made through competitive solicitations and memorialized via written “Confirmations” setting forth the specifics of the purchase such as term, product, volume, and price.

The Board may either execute transactions via a Confirmation to the Master Agreement or delegate such authority to the CEO, which the Board has done subject to certain limitations and adherence to the Board-approved Energy Risk Management Policy.

Changing collateralization to use SVCE’s investment grade credit ratings and eliminating the use of the lockbox, is effected by changes to the Master Agreement Cover Sheet and Collateral Annex, as noted in attached A&R Master Agreements. Implementing these changes sets SVCE as the first entity to draw on revenues thus minimizing potential cash flow risk and ensures that all Master Agreements are aligned from a collateral perspective.

ALTERNATIVE
SVCE could choose not to execute the A&R Master Agreements, which would necessitate the continued use of the lockbox arrangement. This alternative is not recommended for the reasons noted above.

STRATEGIC PLAN
SVCE’s Strategic Plan, Goal 4, directs staff to acquire power supply resources in a cost-effective manner to meet legislative and regulatory obligations, Board directives and customer specific products.

FISCAL IMPACT
There is no expected fiscal impact as a result of approving these A&R Master Agreements.

ATTACHMENTS

1. Resolution No. 2026-14 Delegating Authority to the Chief Executive Officer to Finalize Negotiations and Execute an Amended and Restated Master Power Purchase and Sale Agreements with Shell Energy North America (US), L.P., Constellation Energy Generation, LLC, and NRG Business Marketing LLC.

2. Amended and Restated Master Power Purchase and Sale Agreement with Shell Energy North America (US), L.P. - Redacted

3. Amended and Restated Master Power Purchase and Sale Agreement with Constellation Energy Generation, LLC. - Redacted

4. Amended and Restated Master Power Purchase and Sale Agreement with NRG Business Marketing LLC - Redacted
Item 2i

RESOLUTION NO. 2026-14

RESOLUTION OF THE BOARD OF DIRECTORS OF SILICON VALLEY CLEAN ENERGY

AUTHORITY DELEGATING AUTHORITY TO THE CHIEF EXECUTIVE OFFICER TO

FINALIZE NEGOTIATIONS AND EXECUTE AMENDED AND RESTATED MASTER

POWER PURCHASE AND SALE AGREEMENTS WITH SHELL ENERGY NORTH AMERICA (US), L.P., CONSTELLATION ENERGY GENERATION, LLC, AND NRG BUSINESS MARKETING LLC.

THE BOARD OF DIRECTORS OF THE SILICON VALLEY CLEAN ENERGY AUTHORITY HEREBY RESOLVES AS FOLLOWS:

WHEREAS, the Silicon Valley Clean Energy Authority (“Silicon Valley Clean Energy”) was formed on March 31, 2016;
WHEREAS, Silicon Valley Clean Energy launched service under a community choice aggregation program on April 3, 2017;
WHEREAS, to provide such service, Silicon Valley Clean Energy purchases energy, renewable energy, carbon free energy, resource adequacy and related products and services (the “Product”) from energy generating sources that are cleaner and have a higher percentage of renewable energy than that provided by the incumbent utility and at competitive prices;
WHEREAS, the EEI Master Agreement (“Master Agreement”) is an industry standard framework agreement used for the purchase of Product that establishes certain terms and conditions for the contractual relationship between an energy purchaser and energy supplier, but which does not require a purchaser to purchase or a supplier to supply the Product without further written agreements executed in accordance with the terms and conditions of a Master Agreement (“Confirmations”); WHEREAS, the following Suppliers are currently parties to an Approved Master Agreement:
3 Phases Renewables Inc.

BP Energy Company
Boston Energy Trading and Marketing LLC
Calpine Energy Services, L.P.

Citadel Energy Marketing LLC
City of Palo Alto
Constellation Energy Generation, LLC
DTE Energy Trading, Inc.

Item 2i
Attachment 1
Resolution 2026-14
Dynasty Power Inc.

J. Aron & Company LLC
Mariposa Energy, LLC
Morgan Stanley Capital Group, Inc.

NextEra Energy Marketing, LLC
NRG Business Marketing LLC
Pacific Gas and Electric Company
Powerex Corp.

Shell Energy North America (US), L.P.

Southern California Edison Company
TransAlta Energy Marketing (US) Inc.

TotalEnergies Gas & Power North America, Inc.

Wellhead Power Exchange, LLC
WHEREAS, the Board continues to reserve to itself the authority to authorize new Approved Master Agreements; and
WHEREAS, Board Resolution 2019-03 provides authority to the Chief Executive Officer to execute confirmations and amendments thereto, from time to time consistent with and subject to the limits, requirements, oversight and authority under ERM Policy, with suppliers that are parties to an Approved Master Agreement; WHEREAS, Silicon Valley Clean Energy desires to enter into an Amended and Restated Master Power Purchase and Sale Agreements with Shell Energy North America (US), L.P., Constellation Energy Generation, LLC, and NRG Business Marketing LLC to transact Product and has agreed to terms and conditions to remove the use of the lockbox as the form of collateralization and make other administrative changes to update the existing Master Agreements.;
NOW, THEREFORE, IT IS HEREBY DETERMINED AND ORDERED that the Board delegates authority to the Chief Executive Officer to:

1. Finalize negotiations and execute an Amended and Restated Agreement with Shell Energy North America (US), L.P., Constellation Energy Generation, LLC, and NRG Business Marketing LLC with terms consistent with the form of agreement presented to the Board of Directors, with any non-material changes, additions, variations or deletions (“Changes”) which following such execution by both parties, shall become an Approved Amended and Restated Agreement.

Item 2i
Attachment 1
Resolution 2026-14
ADOPTED AND APPROVED this 12
th day of August 2026, by the following vote:

JURISDICTION NAME AYE NO ABSTAIN ABSENT
City of Campbell Director Hines
City of Cupertino Director Wang
City of Gilroy Director Hilton
City of Los Altos Director Meadows
Town of Los Altos Hills Director Tyson
Town of Los Gatos Director Rennie
City of Milpitas Director Barbadillo
City of Monte Sereno Director Mekechuk
City of Morgan Hill Director Martinez Beltran
City of Mountain View Director Showalter
County of Santa Clara Director Lee
City of Saratoga Director Page
City of Sunnyvale Director Klein
Chair
ATTEST:

Secretary
Item 2i
Attachment 1
Resolution 2026-14

EXECUTION VERSION
1 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association Master Power
Purchase & Sale
Agreement
Item 2i
Attachment 2
Amended and Restated Master PPA - Shell Energy

EXECUTION VERSION
2 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association

AMENDED AND RESTATED MASTER POWER PURCHASE AND SALE

AGREEMENT

COVER SHEET
This Amended and Restated Master Power Purchase and Sale Agreement (“Master Agreement”) is made as of the following date: June 5, 2026 (“Effective Date”). The Parties intend for this Master Agreement to replace in its entirety that certain Master Power Purchase and Sale Agreement entered by and between Shell Energy North America (US), L.P., a Delaware limited partnership, known as Party A, and Silicon Valley Clean Energy Authority, a California joint powers authority, known as Party B, dated as of November 28, 2016 (“Original Master Agreement”). Upon the Effective Date of this Master Agreement, the Original Master Agreement shall be of no further force or effect and any outstanding Transactions entered under the Original Master Agreement shall be governed by this Master Agreement. A Collateral Annex, including the Paragraph 10 elections, entered between Party A and Party B and dated as of the date of this Master Agreement, is hereby incorporated into this Master Agreement. All existing and future Transactions will be subject to and margined under the aforementioned Collateral Annex. The Master Agreement, together with the exhibits, schedules and any written supplements hereto, the Party A Tariff, if any, the Party B Tariff, if any, any designated collateral, credit support or margin agreement or similar arrangement between the Parties and all Transactions (including any confirmations accepted in accordance with Sectio 2.3 hereto) shall be referred to as the “Agreement.”
Upon execution of this Master Agreement by both Parties, both Parties agree to terminate the Intercreditor and Collateral Agency Agreement, dated December 15, 2016.

The Parties to this Master Agreement are the following:

Shell Energy North America (US), L.P., a Delaware
limited partnership (“Shell Energy” or “Party A”)
Name: Silicon Valley Clean Energy Authority, a
California joint powers authority (“SVCE” or “Party
B”)
All Notices:

Attn: Contracts North America
Address: Street: 1000 Main Street, Level 12
Phone: 877-504-2491
Facsimile: 713-767-5414
Email:

Duns: 8
Federal Tax ID Number:

All Notices:
333 W. El Camino Real, Suite 330
Sunnyvale, California 94087
Attn: Monica Padilla, CEO and Kris Van Vactor,
Director of Power Resources
Phone: (408) 549-2683
Email and
Duns:

Federal Tax ID Number:

Invoices:

Attn: Power Accounting
Phone: 713-767-5500
Facsimile: 713-767-5414
Email:

Invoices:

Attn: Power Supply Group
Phone: (408) 721-5301
Email:

Item 2i
Attachment 2
Amended and Restated Master PPA - Shell Energy

EXECUTION VERSION
3 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association Scheduling:

Attn: 24 Hour Operations (Houston, Texas)
Phone: 800-267-2562
Facsimile: 713-767-5415
Attn: 24 Hour Operations (San Diego, California)
Phone: 858-320-1500
Facsimile: 858-320-1550
Scheduling:

Attn: Tenaska
Team Email: [email protected]
Attn: 24x7 Operations Desk
Phone: 817-462-1509
Email: [email protected]
Attn: Adam Cochran, Manager, Operations
Phone: (817) 303-3632; (817) 658-2571; (817)
303-1104
Email: [email protected]
Attn: Paul Messmann, Senior System Operator
Phone: (817) 804-8719; (847) 612-4566; (817)
303-1104
Email: [email protected]
Outage information: [email protected]
Resource testing information: [email protected]
Confirmations:

Attn: Power Confirmations
Phone: 877-504-2491
Facsimile: 713-767-5414
Option Exercise Line: (Houston, Texas)
Phone: 713-767-5398
Payments:

Attn: Power Accounting
Phone: 713-767-5500
Facsimile: 713-767-5414
Payments:

Attn: Finance Group
Phone: (408) 721-5301
Email:

Wire Transfer:

BNK: Citibank, N.A.

ABA: 9
ACCT:

Wire Transfer:

BNK: River City Bank
ABA:

ACCT:

Credit and Collections:

Attn: Director – Credit Risk Management
Phone: 713-767-5329
Facsimile: 713-230-7925
Credit and Collections:

Attn: Finance Group
Phone: (408) 721-5301
Email:

With additional Notices of an Event of Default or
Potential Event of Default to:

Attn: General Counsel
Phone: 713-767-5500
Facsimile: 713-230-2900
With additional Notices of an Event of Default or
Potential Event of Default to:

Michael Callahan, General Counsel
Email:
and to:

Kris Van Vactor, Director of Power Resources
Email:
and to:

Amrit Singh, Chief Financial Officer
Email:

Item 2i
Attachment 2
Amended and Restated Master PPA - Shell Energy

EXECUTION VERSION
4 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association The Parties hereby agree that the General Terms and Conditions are incorporated herein, and to the following provisions as provided for in the General Terms and Conditions:

Party A Tariff: Market-Based Rate Tariff, Approved on May 8, 2008, effective April 25, 2008, Docket Number ER08-656-000, as amended from time to time.

Party B Tariff: N/A
Article Two
Transaction Terms and
Conditions
■ Optional provision in Section 2.4. If not checked, inapplicable.

Article Four
Remedies for Failure to
Deliver or Receive
■ Accelerated Payment of Damages. If not checked, inapplicable.

Article Five ■ Cross Default for Party A:

Events of Default;
Remedies
■ Party A: Shell Energy
North America (US), L.P.

Cross Default Amount:
□ Other Entity: Cross Default Amount:
■ Cross Default for Party B:
■ Party B: Silicon Valley
Clean Energy Authority
Cross Default Amount:
□ Other Entity: Cross Default Amount: $_________

5.6 Closeout Setoff
■ Option A (Applicable if no other selection is made.)
□ Option B – Affiliates shall have the meaning set forth in the Agreement unless otherwise specified as follows:
□ Option C (No Setoff)
Article Eight 8.1 Party A Credit Protection:

EXECUTION VERSION
5 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association in no event later than 90 days after the applicable quarter. In all cases the statements shall be for the most recent accounting period and shall be prepared in accordance with generally accepted accounting principles; provided, however, that should any such statements not be available on a timely basis due to a delay in preparation or certification, such delay shall not be an Event of Default so long as the relevant entity diligently pursues the preparation, certification and delivery of the statements. The first quarterly audited statement will be provided within 90 days after the fiscal quarter during which Party A begins deliveries under a Transaction.
(b) Credit Assurances:
■ Not Applicable
□ Applicable
(c) Collateral Threshold:
□ Not Applicable
■ Applicable
If applicable, complete the following:

Specify:
(e) Guarantor for Party B: N/A
Guarantee Amount:

8.2 Party B Credit Protection:
(a) Financial Information:
■ Option A
□ Option B - Specify:
□ Option C - Specify:

The annual report containing audited consolidated financial statements for such fiscal year of Party A [Party A’s
Guarantor] as soon as practicable after demand, but in no Item 2i
Attachment 2
Amended and Restated Master PPA - Shell Energy

EXECUTION VERSION
6 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association event later than 180 days after the end of each annual period of Party A [Party A’s Guarantor] and unaudited semi-annual financials within 90 days after the end of each semi-annual period of Party A [Party A’s Guarantor], and such request will be deemed to have been filled if such financial statements are available at _________. In all cases the statements shall be for the most recent accounting period and shall be prepared in accordance with generally accepted accounting principles; provided, however, that should any such statements not be available on a timely basis due to a delay in preparation or certification, such delay shall not be an Event of Default so long as the relevant entity diligently pursues the preparation, certification and delivery of the statements.
(b) Credit Assurances:
□ Not Applicable
■ Applicable
(c) Collateral Threshold:
□ Not Applicable
■ Applicable
If applicable, complete the following:

See the Collateral Annex, which shall replace Articles 8.1(c) and 8.2(c) in their entirety.
(d) Downgrade Event:
■ Not Applicable
□ Applicable
If applicable, complete the following:
□ It shall be a Downgrade Event for Party A if Party A’s Credit Rating falls below BBB- from S&P or Baa3
from Moody’s or if Party A is not rated by either S&P
or Moody’s.
□ Other: It shall be a Downgrade Event for Party A if
Party A’s Guarantor’s Credit Rating falls below ____
from S&P or ____ from Moody’s or if Party A is not
rated by either S&P or Moody’s.
(e) Guarantor for Party A: N/A
Guarantee Amount:

Article Ten
Confidentiality ■ Confidentiality Applicable If not checked, inapplicable.

Schedule M □ Party A is a Governmental Entity or Public Power System Item 2i
Attachment 2
Amended and Restated Master PPA - Shell Energy

EXECUTION VERSION
7 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association ■ Party B is a Governmental Entity or Public Power System ■ Add Section 3.6. If not checked, inapplicable
□ Add Section 8.4. If not checked, inapplicable.

Other Changes
This Master Power Purchase and Sale Agreement and the associated Collateral Annex incorporate, by reference, the changes published in the EEI Errata, Version 1.1, dated July 18, 2007.

1. Section 1.1 is amended by adding the following sentence at the end of the definition of “Affiliate”:
“Notwithstanding the foregoing, the Parties hereby agree and acknowledge that (i) with respect to Shell Energy, “Affiliates” shall mean Shell Energy and its subsidiaries for the purposes of Section 5.6 and Section 10.2(vi) and (ii) the public entities designated as members or participants under the Joint Powers Agreement creating Party B,shall not constitute or otherwise be deemed an “Affiliate” for the purposes of this Master Agreement or any Confirmation executed in connection therewith.

2. Section 1.4 is amended by deleting the first sentence and replacing it to read as follows: “Business Day” means any day except a Saturday, Sunday, the Friday immediately following the Thanksgiving holiday or a Federal Reserve Holiday.

3. Section 1.12 is amended by deleted the word “issues” and replacing it with “issuer”.

4. Section 1.23 shall be amended by inserting in the thirteenth line of this Subsection before the phrase “foregoing factors” the word “two.”

5. Section 1.24 is amended by adding before the period at the end thereof the following: “in accordance with Section 5.2”.

6. Section 1.27 is amended by deleting the phrase “or a foreign bank with a U.S. branch” and replacing it with the phrase “or a U.S. branch of a foreign bank.”

7. Section 1.46 is deleted in its entirety.

8. Section 1.50 (Recording) Delete the reference to “Section 2.4” and replace it with “Section 2.5”.

9. Section 1.51 is amended by (i) inserting the phrase “for delivery” in the second line after the word “purchases” and before the phrase “at the Delivery Point” and (ii) deleting the phrase “at Buyer’s option” from the fifth line and replacing it with the phrase “absent a purchase”.

10. Section 1.52 is amended by (i) deleting the words “Rating” and “Group” from the first line and replacing with “Financial Services LLC” and (ii) by replacing the words in the parenthetical with “a subsidiary of McGraw-Hill Companies, Inc.”

11. Section 1.53 is amended by:
(i) deleting “at the Delivery Point” from the second line; Item 2i
Attachment 2
Amended and Restated Master PPA - Shell Energy

EXECUTION VERSION
8 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association (ii) deleting the phrase in line 5 “at the Seller’s option” and replacing it with “absent a sale”; and
(iii) inserting the word “liability” in the ninth line the following: “provided, further, if the Seller is unable after using commercially reasonable efforts to resell all or a portion of the Product not received by the Buyer, the Sales Price with respect to such unsold Product shall be deemed to equal zero (0); provided, however that in no event shall Shell Energy be prevented from recovering the costs set forth in this Section”

12. Section 1.56 is amended by deleting the words “pursuant to Section 5.2” and by adding before the period at the end thereof the following: “, as determined in accordance with Section 5.2.”

13. Section 1.60 is amended by inserting the words “in writing” immediately following the words “agreed to”.

14. In Section 2.1, delete the first sentence in its entirety and replace with the following: “A Transaction, or an amendment, modification or supplement thereto, shall be entered into only upon a writing signed by both Parties.”

15. In Section 2.1, the last sentence is deleted in its entirety and replaced with the following:
“Each Party agrees not to contest, or assert any defense to, the validity or enforceability of the Transaction entered into in accordance with this Master Agreement based on any lack of authority of the Party or any lack of authority of any employee of the Party to enter into a Transaction; provided, however, Party A acknowledges that no employee of Party B may amend or otherwise materially modify this Master Agreement or a Transaction, or enter into a new Transaction, without the approval of the board of PartyB, which may be granted on a prospective basis, and that evidence of such approval, including a certified incumbency setting forth the name and signatures of employees of Party B with authority to act on behalf of Party B, will be provided pursuant to Section 10.13.”

16. Section 2.3 is hereby deleted in its entirety and replaced with the following:

2.3 “No Oral Agreements or Modifications. Notwithstanding anything to the contrary in this Master Agreement, the Master Agreement and any and all Transactions may not be orally amended or modified.”

17. Section 2.4 is hereby amended by deleting the words “either orally or” in the sixth line.

18. Section 2.5 is hereby deleted in its entirety and replaced with the following:

2.5 “Recording. Unless a Party expressly objects to a Recording (defined below) at the beginning of a telephone conversation, each Party consents to the creation of a tape or electronic recording (“Recording”) of all telephone conversations between the Parties to this Master Agreement, and that any such Recordings will be retained in confidence and secured from improper access; provided, however, that both Parties acknowledge and agree that any such Recording may not be submitted as evidence in any proceeding or action relating to this Agreement. Each Party waives any further notice of such monitoring or recording, and agrees to notify its officers and employees of such monitoring or recording and to obtain any necessary consent of such officers and employees.”
Item 2i
Attachment 2
Amended and Restated Master PPA - Shell Energy

EXECUTION VERSION
9 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association

19. Section 3.2 is hereby amended by adding the following to the end of the Section: “Product deliveries shall be scheduled in accordance with the then-current applicable tariffs, protocols, operating procedures and scheduling practices for the relevant region.”

20. In Section 5.1(a), change “three (3) Business Days” to “five (5) Business Days”.

21. In Section 5.1(g), delete the phrase “or becoming capable at such time of being declared,” on the eighth line of the Section, and add the following at the end of the Section:
“provided, however, that no default or event of default shall be deemed to have occurred under this Section 5.1(g) to the extent that any applicable cure period or grace period is available;”

22. Section 5.1(h)(v) – “Events of Default”
Add “made in connection with this Agreement” after “any guaranty”.

23. Section 5.1 is further amended by replacing the period at the end of subsection (h) with a semicolon, and adding new subsections which read as follows:
“(i) a representation or warranty with respect to the Defaulting Party’s financial statement that is false or misleading if such false or misleading statement is not remedied within five (5) Business Days after written notice; or”
“(j) revocation or suspension by the Federal Energy Regulatory Commission of Party A’s authorization to make sales at market-based rates, and Party A is unable to reinstate such authorization within ninety (90) days.”

24. Section 5.2 is amended by:
(i) Changing in line 3 “right (i) to” to “right to (i)”; (ii) deleting the following phrase from the last line: “as soon thereafter as is reasonably practicable”; and
(iii) adding the following to the end of that provision: “then each such Transaction shall be terminated as soon thereafter as reasonably practicable, and upon termination shall be deemed to be a Terminated Transaction and the Termination Payment payable in connection with all such Transactions shall be calculated in accordance with Section 5.3 below). The Gains and Losses for each Terminated Transaction shall be determined by the Non-Defaulting Party calculating the amount that would be incurred or realized to replace or to provide the economic equivalent of the remaining payments or deliveries in respect of that Terminated Transaction. In making such calculation, the Non-Defaulting Party may reference information supplied by one or more third parties including, without limitation, quotations (either firm or indicative) of relevant rates, prices, yields, yield curves, volatilities, spreads or other relevant market data in the relevant markets. Third parties supplying such information may include dealers, brokers and information vendors, including, without limitation, Intercontinental Exchange, Inc. If the Non-Defaulting Party’s calculation of the Termination Payment results in an amount that would be due to the Defaulting Party (i.e. the Defaulting Party was in-the-money), then the Termination Payment shall be deemed to be zero dollars ($0.00).

Item 2i
Attachment 2
Amended and Restated Master PPA - Shell Energy

EXECUTION VERSION
10 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association

25. Section 5.3 shall be amended by inserting “plus, at the option of the Non-Defaulting Party, any cash or other form of liquid security in the possession of the Defaulting Party or its agent pursuant to Article 8,” after the first use of the phrase “due to the Non-Defaulting Party” in the sixth line. It is expressly agreed that the Non-Defaulting Party shall not be required to enter into a replacement Transaction in order to determine the Settlement Amount.

26. In Section 5.7, (i) delete “a” and “or (b) a Potential Event of Default” from the second line and (ii) delete from line 5 “ten (10)” and replace it with “twenty (20).”

27. In Section 6.3, lines 3, 16 & 18, change twelve (12) months to twenty-four (24) months.

28. Section 7.1 shall be amended by:
(i) Deleting in the fifteenth line the words “UNLESS EXPRESSLY HEREIN PROVIDED,”; (ii) adding “SET FORTH IN THIS AGREEMENT” after “INDEMNITY PROVISION” and before “OR OTHERWISE,” in the fifth sentence;
(iii) adding in the nineteenth line the words “PROVIDED, HOWEVER, NOTHING IN THIS

SECTION SHALL AFFECT THE ENFORCEABILITY OF THE PROVISIONS OF THIS

AGREEMENT EXPRESSLY ALLOWING FOR SPECIAL DAMAGES, INCLUDING

BUT NOT LIMITED TO REMEDIES FOR FAILURE TO DELIVER/RECEIVE IN SECTIONS 4.1 AND 4.2, AND CALCULATION AND PAYMENT OF THE TERMINATION PAYMENT IN SECTIONS 5.2 and 5.3.” immediately after the words “ANY INDEMNITY PROVISIONS SET FORTH IN THIS AGREEMENT OR OTHERWISE”; and
(iv) adding at the end of the last sentence the words “AND ARE NOT PENALTIES.”

29. In Sections 8.1(b) and 8.2(b), change “three (3) Business Days” to “five (5) Business Days”.

30. In Sections 8.1(d) and 8.2(d) on line 5, change “three (3) Business Days” to “five (5) Business Days”.

31. Section 8.2(d). Before the comma in line five, add “or fails to maintain such Performance Assurance or guaranty or other credit assurance for so long as the Downgrade Event is continuing,”.

32. A new Section 8.5. “UCC Waiver,” is added as follows:
“Section 8.5: Section 8 and Schedule M of the Agreement and Collateral Annex set forth the entirety of the agreement of the Parties regarding credit, collateral and adequate assurances.

Except as expressly set forth in the options elected by the Parties in respect of Sections 8.1 and

8.2, and in Schedule M and in the Collateral Annex, neither Party:
(a) has or will have any obligation to post margin, provide letters of credit, pay deposits, make any other prepayments or provide any other financial assurances, in any form whatsoever, or
(b) will have reasonable grounds for insecurity with respect to the creditworthiness of a Party that is complying with the relevant provisions of Section 8 and the Collateral Annex of this Agreement;
Item 2i
Attachment 2
Amended and Restated Master PPA - Shell Energy

EXECUTION VERSION
11 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association all implied rights relating to financial assurances arising from Section 2-609 of the Uniform Commercial Code or case law applying similar doctrines, are hereby waived.”

33. In Section 10.2, delete the phrase “or Potential Event of Default” from Sections 10.2(vii).

34. After Section 10.2(xii) add the following:
“(xiii) each Transaction that is not executed or traded on a trading facility, as defined in the Commodity Exchange Act, is subject to individual negotiation by the Parties; (xiv) all payments made or to be made by one Party to the other Party pursuant to this Agreement constitute “settlement payments”;
(xv) all transfers of Performance Assurance by one Party to the other Party under this Agreement constitute “margin payments”; and
(xvi) each Party’s rights under Section 5.2, Declaration of an Early Termination Date and Calculation of Settlement Amounts, and Section 5.3, Net Out of Settlement Amounts constitute a “contractual right to liquidate” Transactions.
(xvii) it is an “eligible commercial entity” within the meaning of Section 1a (17) of the Commodity Exchange Act, as amended by the Commodity Futures Modernization Act of 2000 (the “Commodity Exchange Act”);
“(xviii) it is an “Eligible Contract Participant” within the meaning of Section 1a(18) of the Commodity Exchange Act.”

35. Section 10.2(ix) shall be deleted in its entirety and replaced with the following:
“it is a “forward contract merchant” within the meaning of Title 11 of the United States Code, as amended (the “Bankruptcy Code”), all payments made or to be made by one Party to the other Party pursuant to this Agreement constitute a “settlement payment” within the meaning of the Bankruptcy Code, all transfers of Performance Assurance by one Party to the other Party under this Agreement constitute a “margin payment” within the meaning of the Bankruptcy Codes, each Party shall have the “contractual right” to terminate, liquidate, accelerate, or offset the transaction as a “master netting agreement participant” within the meaning of the Bankruptcy Code, electricity delivered hereunder constitutes a “good” under Section 503(b)(9) of the Bankruptcy Code, and the Parties are entities entitled to the rights under, and the protections afforded by, Sections 362, 546, 553, 556, 560, 561 and 562 of the Bankruptcy Code.”

36. Section 10.5 shall be amended by deleting the words from the beginning of clause (ii) through the words prior to “provided, however” and replacing them with:
“(ii) transfer or assign this Agreement to an Affiliate of such Party so long as (x) such Affiliate’s creditworthiness is equal to or higher than that of such Party or the Guarantor, if any, for such Party, as of the Effective Date, or (y) the obligations of such Affiliate are guaranteed by such Party or its Guarantor, if any, in accordance with a guaranty agreement in form and substance satisfactory to the other Party, and (iii) transfer or assign this Agreement to any person or entity succeeding to all or substantially all of the assets of such Party whose creditworthiness is equal to or higher than that of such Party or its Guarantor, if any, as of the Effective Date” Item 2i
Attachment 2
Amended and Restated Master PPA - Shell Energy

EXECUTION VERSION
12 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association

37. Section 10.6 shall be amended by deleting the sentence “EACH PARTY WAIVES ITS

RESPECTIVE RIGHT TO ANY JURY TRIAL WITH RESPECT TO ANY LITIGATION ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT.”;
and adding the following after the last line: “(a) EACH PARTY HEREBY IRREVOCABLY

WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT

IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR

INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HEREBY (i)

CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER

PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER

PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, AND (ii) ACKNOWLEDGES THAT IT AND THE OTHER PARTY

HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. (b)

EACH PARTY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL COURTS

LOCATED IN SAN FRANCISCO, CALIFORNIA, FOR ANY ACTION OR PROCEEDING

RELATING TO THIS AGREEMENT OR ANY TRANSACTION, AND EXPRESSLY WAIVES

ANY OBJECTION IT MAY HAVE TO SUCH JURISDICTION OR THE CONVENIENCE OF SUCH FORUM.”
The Parties intend for the waiver in clause (a) above to be enforced to the fullest extent permitted under applicable law as in effect from time to time. To the extent that the waiver in clause (a) above is not enforceable at the time that any action or proceeding is filed in a court of the State of California by or against any Party in connection with any of the transactions contemplated by this Agreement, then (i) the court shall, and is hereby directed to, make a general reference pursuant to California Code of Civil Procedure Section 638 to a referee (who shall be a single active or retired judge) to hear and determine all of the issues in such action or proceeding (whether of fact or of law) and to report a statement of decision, provided that at the option of any Party, any such issues pertaining to a “provisional remedy” as defined in California Code of Civil Procedure Section 1281.8 shall be heard and determined by the court, and (ii) the Parties shall share equally all fees and expenses of any referee appointed in such action or proceeding.”

38. In Section 10.6 change “NEW YORK” to “CALIFORNIA”

39. Section 10.7 shall be deleted in its entirety and replaced with the following:
“Notices. All notices, requests, statements or payments shall be made as specified in the Cover Sheet. Notices (other than scheduling requests) shall, unless otherwise specified herein, be in writing and may be delivered by hand delivery, United States mail, overnight courier service or email. Notice given by email or hand delivery shall be effective upon actual receipt if received during the recipient’s normal business hours, or at the beginning of the recipient’s next business day after receipt if not received during the recipient’s normal business hours. Notice by overnight United States mail or courier shall be effective on the next Business Day after it was sent. A Party may change its addresses by providing notice of same in accordance herewith; provided, however, that changes to invoice, payment, wire transfer and other banking information on the Cover Sheet must be made in writing and delivered via certified mail and signed by someone who is authorized to speak on behalf of the Party; provided, the changes to invoice, payment, wire transfer and other banking information shall be effective only after Item 2i
Attachment 2
Amended and Restated Master PPA - Shell Energy

EXECUTION VERSION
13 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association verification by the contact listed under the Invoices and/or Payments section of the pre-existing Cover Sheet.”

40. Section 10.8 shall be amended by:
(i) adding at the end of the second to last sentence: “and the rights of either Party pursuant to (i) Article 5, (ii) Section 7.1, (iii) Section 10.11 (iv) Waiver of Jury Trial provisions, if applicable, (v) the obligation of either Party to make payments hereunder, (vi) Section 10.6 (vii) Section 10.13 and (viii) Section 10.4 shall also survive the termination of the Agreement or any Transaction.”; and
(ii) adding the following to the end thereof: “This Master Agreement may be signed in any number of counterparts with the same effect as if the signatures to counterparty were upon a single instrument. Delivery of an executed signature page of this Master Agreement and any Confirmation by facsimile or electronic mail transmission shall be effective as delivery of a manually executed signature page.”

41. In Section 10.9 (i) insert the words “copies of” after the word “examine” in line 2 and (ii) change twelve (12) months to twenty-four (24) months in line 9.

42. Section 10.10 shall be amended by adding the following after the last sentence of section 10.10. “Each Party further agrees that, for the purposes of this Agreement, the other Party is not a “utility” as such term is used in 11 U.S.C. Section 366, and each Party waives and agrees not to assert the applicability of the provisions of 11 U.S.C. Section 366 in any bankruptcy proceeding wherein such Party is a debtor. In any such proceeding, each Party further waives the right to assert that the other Party is a provider of last resort.”

43. Section 10.11 shall be amended by adding the following:
(i) the phrase “or the completed Cover Sheet to this Master Agreement” immediately before the phrase “to a third party” in line three;
(ii) the phrase “, or any such representatives of a Party’s Affiliates,” immediately after the phrase “counsel, accountants, or advisors” in line four; (iii) in the seventh line thereof, between the word “proceeding” and the semi-colon, which immediately follows, the words “applicable to such Party or any of its Affiliates”; (iv) an additional sentence at the end of Section 10.11: “The Parties agree and acknowledge that nothing in this Section 10.11 prohibits a Party from disclosing any one or more of the commercial terms of a Transaction (other than the name of the other Party unless otherwise agreed to in writing by the Parties) to any industry price source for the purpose of aggregating and reporting such information in the form of a published energy price index.”; and
(v) the following at the end of the last sentence: “Party A and Party B acknowledge and agree that the Master Agreement and any Confirmations executed in connection therewith are subject to the requirements of the California Public Records Act (Government Code Section 7920 et seq.). Party B acknowledges that Party A may submit information to Party B that the other party considers confidential, proprietary, or trade secret information pursuant to Item 2i
Attachment 2
Amended and Restated Master PPA - Shell Energy

EXECUTION VERSION
14 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association the Uniform Trade Secrets Act (Cal. Civ. Code section 3426 et seq.), or otherwise protected from disclosure pursuant to an exemption to the California Public Records Act. Party A acknowledges that Party B may submit to Party A information that Party B considers confidential or proprietary or protected from disclosure pursuant to exemptions to the California Public Records Act. In order to designate information as confidential, the disclosing party must clearly stamp and identify the specific portion of the material designated with the word “Confidential.” The Parties agree not to over-designate material as confidential. Over-designation would include stamping whole agreements, entire pages or series of pages as Confidential that clearly contain information that is not confidential. Upon request or demand of any third person or entity not a party to this Agreement (“Requestor”) for production, inspection and/or copying of information designated by a Party as confidential information (such designated information, the “Confidential Information” and the disclosing Party, the “Disclosing Party”), the Party receiving such request (the “Receiving Party”) as soon as practical, shall notify the Disclosing Party that such request has been made so that Disclosing Party, at its sole expense, may seek an appropriate protective order or other appropriate remedy. The Disclosing Party shall be solely responsible, at its sole expense, for taking whatever legal steps are necessary to protect information deemed by it to be Confidential Information and to prevent release of information to the Requestor by the Receiving Party. If the Disclosing Party takes no such action after receiving the foregoing notice from the Receiving Party, the Receiving Party shall be permitted to comply with the Requestor’s demand and is not required to defend against it.”

44. The following Mobile-Sierra clause shall be added as Section 10.12:

EXECUTION VERSION
15 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association extent permitted by applicable law, neither Party shall unilaterally seek to obtain from FERC any relief changing the rate, charge, classification, or other term or condition of this Agreement, notwithstanding any subsequent changes in applicable law or market conditions that may occur. In the event it were to be determined that applicable law precludes the Parties from waiving their rights to seek changes from FERC to their market-based power sales contracts (including entering into covenants not to do so) then this subsection (b) shall not apply, provided that, consistent with the foregoing subsection (a), neither Party shall seek any such changes except solely under the “public interest” application of the “just and reasonable” standard of review and otherwise as set forth in the foregoing subsection (a).

45. The following shall be added as a new Section 10.13:
“Party B’s Deliveries. Prior to entering into a Transaction, and as a condition to the obligations of Party A under this Agreement, Party B shall provide to Party A a certificate, dated as of the Effective Date and signed by an authorized signatory of Party B, certifying as to the completeness and correctness of attached copies of (i) the deliveries of Party B under Section

3.4(i), and (ii) the incumbency and signatures of the signatories of Party B executing this Master Agreement and any Confirmations executed in connection herewith, and setting forth the name and signatures of employees of Party B with authority to act on behalf of Party B.”

46. The following shall be added as a new Section 10.14:
“Party A’s Deliveries. Prior to entering into a Transaction, and as a condition to the obligations of Party B under this Agreement, Party A shall provide to Party B a certificate, dated as of the Effective Date and signed by an authorized signatory of Party A, certifying as to the completeness and correctness of attached copies of (i) a certificate of good standing issued by the Delaware Secretary of State as of a recent date, (ii) resolutions of the managers, members, or other governing body, as applicable, of Party A approving the execution, delivery and performance of this Master Agreement and any Confirmations executed in connection therewith, and (iii) the incumbency and signatures of the signatories of Party A executing this Master Agreement and any Confirmations executed in connection herewith.”

47. The following shall be added as a new Section 10.15:
“Physical Transactions. The Parties understand and agree that the Transactions under this Agreement are physical transactions for deferred delivery, and that the Parties contemplate making or taking physical delivery of electric energy. Party B is a commercial entity engaged in the business of delivering electric energy to its retail load and routinely makes or takes delivery of electric energy in order to provide service to its retail electric customers.”

48. The following new Section shall be added as Section 10.16:
“Imaged Agreement. Any original executed Agreement, Confirmation or other related document may be photocopied and stored on computer tapes and disks (the “Imaged Agreement”). The Imaged Agreement, if introduced as evidenced on paper, the Confirmation, if introduced as evidence in automated facsimile form, the Recording, if introduced as evidence in its original form and as transcribed onto paper, and all computer records of the foregoing, if Item 2i
Attachment 2
Amended and Restated Master PPA - Shell Energy

EXECUTION VERSION
16 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association introduced as evidence in printed format, in any judicial, arbitration, mediation or administrative proceedings, will be admissible as between the Parties to the same extent and under the same conditions as other business records originated and maintained in documentary form. Neither Party shall object to the admissibility of the Recording, the Confirmation or the Imaged Agreement (or photocopies of the transcription of the Recording, the Confirmation or the Imaged Agreement) on the basis that such were not originated or maintained in documentary form under the hearsay rule, the best evidence rule or other rule of evidence.”

49. The following new Section shall be added as Section 10.17:
“Index Transactions. If the Contract Price for a Transaction is determined by reference to a third-party information source, then the following provisions shall be applicable to such Transaction:
(i) Market Disruption. If a Market Disruption Event occurs during a Determination Period, the Floating Price for the affected Trading Day(s) shall be determined by reference to the Floating Price specified in the Transaction for the first Trading Day thereafter on which no Market Disruption Event exists; provided, however, if the Floating Price is not so determined within three (3) Business Days after the first Trading Day on which the Market Disruption Event occurred or existed, then the Parties shall negotiate in good faith to agree on a Floating Price (or a method for determining a Floating Price), and if the Parties have not so agreed on or before the twelfth Business Day following the first Trading Day on which the Market Disruption Event occurred or existed, then the Floating Price shall be determined in good faith by taking the average of two dealer quotes obtained from dealers of the highest credit standing which satisfy all the criteria that the Seller applies generally at the time in deciding to offer or to make an extension of credit. Notwithstanding the foregoing and subject to time limitations set forth in Sub-Section (ii) below, if the Parties have determined a Floating Price pursuant to this Sub-Section (i) and at a later date the responsible Price Source announces or publishes the relevant Floating Price, then such Floating Price shall be treated as a corrected price pursuant to Sub-Section (ii) below.” “Determination Period” means each calendar month, a part or all of which, is within the Delivery Period of a Transaction.
“Exchange” means, in respect of a Transaction, the exchange or principal trading market specified in the relevant Transaction.
“Floating Price” means a Contract Price specified in a Transaction that is based upon a Price Source.
“Market Disruption Event” means, with respect to any Price Source, any of the following events:
(a) the failure of the Price Source to announce or publish the specified Floating Price or information necessary for determining the Floating Price; (b) the failure of trading to commence or the permanent discontinuation or material suspension of trading in the relevant options contract or commodity on the Exchange or in the market specified for determining a Floating Price; (c) the temporary or permanent discontinuance or unavailability of the Price Source; (d) the temporary or permanent closing of any Exchange specified for determining a Floating Price; or (e) a material change in the formula for or the method of determining the Floating Price.

Item 2i
Attachment 2
Amended and Restated Master PPA - Shell Energy

EXECUTION VERSION
17 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association “Price Source” means, in respect of a Transaction, the publication (or such other origin of reference, including an Exchange) containing (or reporting) the specified price (or prices from which the specified price is calculated) specified in the relevant Transaction. “Trading Day” means a day in respect of which the relevant Price Source published the Floating Price.
(ii) Corrections to Published Prices. For purposes of determining a Floating Price for any day, if the price published or announced on a given day and used or to be used to determine a relevant price is subsequently corrected and the correction is published or announced by the person responsible for that publication or announcement within three (3) years of the original publication or announcement, either Party may notify the other Party of (i) that correction and (ii) the amount (if any) that is payable as a result of that correction. If, not later than thirty (30) days after publication or announcement of that correction, a Party gives notice that an amount is so payable, the Party that originally either received or retained such amount will, not later than three (3) Business Days after the effectiveness of that notice, pay, subject to any applicable conditions precedent, to the other Party that amount, together with interest at the Interest Rate for the period from and including the day on which payment originally was (or was not) made to but excluding the day of payment of the refund or payment resulting from that correction. (iii) Calculation of Floating Price. For purposes of calculating a Floating Price, all numbers shall be rounded to four (4) decimal places. If the fifth (5th) decimal number is five (5) or greater, then the fourth (4th) decimal number shall be increased by one (1), and if the fifth (5th) decimal number is less than five (5), then the fourth (4th) decimal number shall remain unchanged.”

50. The following new Section shall be added as Section 10.18:

Generally Accepted Accounting Principles. Any reference to “generally accepted accounting principles” shall mean, with respect to an entity and its financial statements, generally accepted accounting principles, consistently applied, adopted or used in the jurisdiction of the entity whose financial statements are being considered for the purposes of this Agreement.”

51. The following new Section shall be added as Section 10.19:

No Recourse Against Constituent Members of Party B. Party B is organized as a Joint Powers Authority in accordance with the Joint Exercise of Powers Act of the State of California (Government Code Section 6500, et seq.) and is a public entity separate from its constituent members. Party B will solely be responsible for all debts, obligations and liabilities accruing and arising out of this Agreement. Party A will have no rights and will not make any claims, take any actions or assert any remedies against any of Party B’s constituent members, or the officers, directors, advisors, contractors, consultants or employees of Party B or Party B’s constituent members, in connection with this Agreement.”

52. The following new Section shall be added as Section 10.20:

Data Privacy. In the course of the performance of this Agreement, the Parties may provide each other with information related to an identified or directly or indirectly identifiable individual (“Personal Data”), the processing and transfer of which will be done in accordance with applicable data protection law and this Agreement.

Item 2i
Attachment 2
Amended and Restated Master PPA - Shell Energy

EXECUTION VERSION
18 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association For avoidance of doubt Parties may not process, sell, retain, use or disclose the Personal Data for any purpose other than for the specific purpose specified in this Agreement or as required or permitted by applicable Data Protection law. By signing this Agreement, Parties certify that they understand this condition and will comply with it. Each Party is a data controller in respect of the Personal Data.

Personal Data processed by Shell is governed by the terms of the Privacy Notice – Business Customer, Supplier, Partner or Investors, available at https://www.shell.com/privacy/b2b-notice.html and from the relevant Shell website in each location.

53. The following new Section shall be added as Section 10.21:

Anti-Corruption. Each Party represents, warrants and covenants to the other that: (i) it will comply with the Anti-Corruption Laws (as defined herein) with respect to all Transactions under this Agreement; (ii) it has not made and will not make, offer, authorize, or accept any payment, gift, or other benefit, directly or indirectly (whether via its affiliates, agents, contractors or other third parties), to or from any government official or any other person for the purpose of facilitating or carrying out any transaction hereunder which would violate the Anti-Corruption Laws; (iii) it will promptly notify the other Party if it becomes aware of any violation of the Anti-Corruption Laws in connection with any Transaction hereunder, subject to the preservation of legal privilege; and (iv) except as the other Party may agree in writing, all payments payable to a Party pursuant to this Agreement shall be made only to the account of such Party, and not to the account of any other person. “Anti-Corruption Laws” mean (a) the United States Foreign Corrupt Practices Act of 1977; (b) the United Kingdom Bribery Act 2010; and (c) all applicable laws that prohibit money laundering, or otherwise dealing in the proceeds of crime, or the bribery of, or the providing of unlawful gratuities, facilitation payments, or other benefits to any government official or any other person, or tax evasion.

54. Schedule M shall be replaced in its entirety with the following:

SCHEDULE M
(THIS SCHEDULE IS INCLUDED IF THE APPROPRIATE BOX ON THE COVER SHEET

IS MARKED INDICATING A PARTY IS A GOVERNMENTAL ENTITY OR PUBLIC

POWER SYSTEM)
A. The Parties agree to add the following definitions in Article One. “Act” shall mean “the Joint Exercise of Powers Act of the State of California (Government Code Section 6500, et seq.).
“Governmental Entity or Public Power System” means a municipality, county, governmental board, public power authority, public utility district, joint action agency, or other similar political subdivision or public entity of the United States, one or more States or territories or any combination thereof.

B. The following sentence shall be added to the end of the definition of “Force Majeure” in Article One:

Item 2i
Attachment 2
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EXECUTION VERSION
19 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association If the Claiming Party is Party B, Force Majeure does not include any action taken by, or any omission or failure to act of, Party B in its governmental capacity.

C. The Parties agree to add the following representations and warranties to Section 10.2:

Party B represents and warrants to Party A continuing throughout the term of this Master Agreement, with respect to this Master Agreement and each Transaction, as follows:
(i) all acts necessary to the valid execution, delivery and performance of this Master Agreement, including without limitation, to the extent applicable, competitive bidding, public notice, election, referendum, prior appropriation or other required procedures has or will be taken and performed as required under the Act and all applicable laws, ordinances, or other applicable regulations, (ii) all persons making up the governing body of Party B are the duly elected or appointed incumbents in their positions and hold such positions in good standing in accordance with the Act and other applicable laws, (iii) entry into and performance of this Master Agreement by Party B are for a proper public purpose within the meaning of the Act and all other relevant constitutional, organic or other governing documents and applicable law, (iv) the term of this Master Agreement does not extend beyond any applicable limitation imposed by the Act or other relevant constitutional, organic or other governing documents and applicable law, and (v) entry into and performance of this Master Agreement and each Transaction by Party B will not adversely affect the exclusion from gross income for federal income tax purposes of interest on any obligation of Party B or any members of Party B otherwise entitled to such exclusion, and (vi) obligations to make payments hereunder do not constitute any kind of indebtedness of Party B or create any kind of lien on, or security interest in, any property or revenues of Party B.

D. The Parties agree to add the following sections to Article Three:

Section 3.4: Party B’s Deliveries. On the Effective Date and as a condition to the obligations of Party A under this Agreement, Party B shall provide Party A (i) certified copies of all ordinances, resolutions, public notices and other documents evidencing the necessary authorizations with respect to the execution, delivery and performance by Party B of this Master Agreement and (ii) an opinion of counsel for Party B, in a form and substance reasonably satisfactory to Party A, regarding the validity, binding effect and enforceability of this Master Agreement against Party B in respect of the Act and all other relevant constitutional organic or other governing documents and applicable law.

Section 3.5: No Immunity Claim. Party B warrants and covenants that with respect to its contractual obligations hereunder and performance thereof, it will not claim immunity on the grounds of sovereignty or similar grounds from (a) suit, (b) jurisdiction of court (provided that such court is located within a venue permitted under the Agreement), (c) relief by way of injunction, order for specific performance or recovery of property, (d) attachment of assets, or (e) execution or enforcement of any judgment; provided, however, that nothing in this Agreement shall waive the obligations and/or rights set forth in the California Government Claims Act (Government Code Section 810 et seq.).

E. If the appropriate box is checked on the Cover Sheet, as an alternative to selecting one or more of the options under Section 8.3, the Parties agree to add the following section to Article Three:

Item 2i
Attachment 2
Amended and Restated Master PPA - Shell Energy

EXECUTION VERSION
20 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association Section 3.6 Governmental Entity or Public Power System Security. With respect to each Transaction, Governmental Entity or Public Power System shall upon execution of this Master Agreement and prior to the commencement of each subsequent fiscal year of Governmental Entity or Public Power System during any Delivery Period, have obtained all necessary budgetary approvals and certifications for payment of all of its obligations under this Master Agreement for such fiscal year; any breach of this provision shall be deemed to have arisen during a fiscal period of Governmental Entity or Public Power System for which budgetary approval or certification of its obligations under this Master Agreement is in effect and, notwithstanding anything to the contrary in Article Four, an Early Termination Date shall automatically and without further notice occur hereunder as of such date wherein Governmental Entity or Public Power System shall be treated as the Defaulting Party. Governmental Entity or Public Power System shall have allocated to its general funds a revenue base that is adequate to cover Public Power System’s payment obligations hereunder.

F. The Parties agree to add the following sentence at the end of Section 10.6 - Governing Law:

NOTWITHSTANDING THE FOREGOING, IN RESPECT OF THE

APPLICABILITY OF THE ACT AS HEREIN PROVIDED, THE LAWS
OF THE STATE OF CALIFORNIA SHALL APPLY.

IN WITNESS WHEREOF, the Parties have caused this Master Agreement to be duly executed as of the Effective Date.

SHELL ENERGY NORTH AMERICA
(US), L.P., a Delaware limited partnership
By:

Name:

Title:

SILICON VALLEY CLEAN ENERGY
AUTHORITY, a California joint powers authority
By:

Name:

Title:

DISCLAIMER: This Master Power Purchase and Sale Agreement was prepared by a committee of representatives of Edison Electric Institute (“EEI”) and National Energy Marketers Association (“NEM”) member companies to facilitate orderly trading in and development of wholesale power markets. Neither EEI nor NEM nor any member company nor any of their agents, representatives or attorneys shall be responsible for its use, or any damages resulting therefrom. By providing this Agreement EEI and NEM do not offer legal advice and all users are urged to consult their own legal counsel to ensure that their commercial objectives will be achieved and their legal interests are adequately protected.

Item 2i
Attachment 2
Amended and Restated Master PPA - Shell Energy
1 EXECUTION VERSION
PARAGRAPH 10
to the

COLLATERAL ANNEX
to the

EEI MASTER POWER PURCHASE AND SALE AGREEMENT
Between
Shell Energy North America (US), L.P. (“Party A”)
and
Silicon Valley Clean Energy Authority (“Party B”)

CREDIT ELECTIONS COVER SHEET
The terms of the EEI Collateral Annex, Version 1.0 (2/21/02) are incorporated by reference herein.

Paragraph 10. Elections and Variables
I. Collateral Threshold.

A. Party A Collateral Threshold.
 The “Threshold Amount” means the lesser of: (a) the amount set forth below under the heading “Party A Collateral Threshold” opposite the lowest Credit Rating assigned by S&P and Moody’s to Party A or the Credit Rating assigned by S&P or Moody’s if Party A is not rated by both rating agencies on the relevant date of determination, or (b) zero if on the relevant date of determination Party B does not have a Credit Rating from S&P or Moody’s or an Event of Default with respect to Party B has occurred and is continuing.

Party A
Collateral Threshold
S&P
Credit Rating
Moody’s
Credit Rating
A- (or above) A3 and above
BBB+ Baa1
BBB Baa2
0 BBB- Baa3
Below BBB- Below Baa3
B. Party B Collateral Threshold.
 The “Threshold Amount” means the lesser of: (a) the amount set forth below under the heading “Party BCollateral Threshold” opposite the lowest Credit Rating assigned by S&P and Moody’s to Party B or the Credit Rating assigned by S&P or Moody’s if Party B is not rated by both rating agencies on the relevant date of determination, or (b) zero if on the relevant date of determination Party B does not have a Credit Rating from S&P or Moody’s or an Event of Default with respect to Party B has occurred and is continuing.

Party B
Collateral Threshold
S&P
Credit Rating
Moody’s
Credit Rating
A- (or above) A3 and above
BBB+ Baa1
0 BBB Baa2
BBB- Baa3
Below BBB- Below Baa3
 The amount of the Guaranty Agreement dated from , as amended from time to time but in no event shall Party B’s Collateral Threshold be greater than $ .

Item 2i
Attachment 2
Amended and Restated Master PPA - Shell Energy
2 EXECUTION VERSION
 Other – see attached threshold terms
II. Eligible Collateral and Valuation Percentage.

The following items will qualify as “Eligible Collateral” for the Party specified:

Party A Party B Valuation Percentage
(A) Cash [X] [X] 100%
(B) Letters of
Credit
[X] [X] 100% unless ( i ) a Letter of Credit Default shall have occurred and be continuing with respect
to such Letter of Credit, or or (ii) fifteen (15) or
fewer Business Days remain prior to the
expiration of such Letter of Credit, in which
case the Valuation Percentage shall be zero (0).
(C) Other [ ] [ ] %
III. Independent Amount.

A. Party A Independent Amount.
 Party A shall have a Fixed Independent Amount of $0 (zero). If the Fixed Independent Amount option is selected for Party A, then Party A (which shall be a Pledging Party with respect to the Fixed IA Performance Assurance) will be required to Transfer or cause to be Transferred to Party B (which shall be a Secured Party with respect to the Fixed IA Performance Assurance) Performance Assurance with a Collateral Value equal to the amount of such Independent Amount (the “Fixed IA Performance Assurance”). The Fixed IA Performance Assurance shall not be reduced for so long as there are any outstanding obligations between the Parties as a result of the Agreement, and shall not be taken into account when calculating Party A’s Collateral Requirement pursuant to the Collateral Annex. Except as expressly set forth above, the Fixed IA Performance Assurance shall be held and maintained in accordance with, and otherwise be subject to, Paragraphs 2, 5(b), 5(c), 6, 7 and 9 of the Collateral Annex.
 Party A shall have a Full Floating Independent Amount of $ . If the Full Floating Independent Amount option is selected for Party A, then for purposes of calculating Party A’s Collateral Requirement pursuant to Paragraph 3 of the Collateral Annex, such Full Floating Independent Amount for Party A shall be added by Party B to its Exposure Amount for purposes of determining Net Exposure pursuant to Paragraph 3(a) of the Collateral Annex.
 Party A shall have a Partial Floating Independent Amount of $ . If the Partial Floating Independent Amount option is selected for Party A, then Party A will be required to Transfer or cause to be Transferred to Party B Performance Assurance with a Collateral Value equal to the amount of such Independent Amount (the “Partial Floating IA Performance Assurance”) if at any time Party A otherwise has a Collateral Requirement (not taking into consideration the Partial Floating Independent Amount) pursuant to Paragraph 3 of the Collateral Annex. The Partial Floating IA Performance Assurance shall not be reduced so long as Party A has a Collateral Requirement (not taking into consideration the Partial Floating Independent Amount). The Partial Floating Independent Amount shall not be taken into account when calculating a Party’s Collateral Requirements pursuant to the Collateral Annex. Except as expressly set forth above, the Partial Floating Independent Amount shall be held and maintained in accordance with, and otherwise be subject to, the Collateral Annex.
 Not Applicable
B. Party B Independent Amount.

Item 2i
Attachment 2
Amended and Restated Master PPA - Shell Energy
3 EXECUTION VERSION
 Party B shall have a Fixed Independent Amount of $0 (zero). If the Fixed Independent Amount Option is selected for Party B, then Party B (which shall be a Pledging Party with respect to the Fixed IA Performance Assurance) will be required to Transfer or cause to be Transferred to Party A (which shall be a Secured Party with respect to the Fixed IA Performance Assurance) Performance Assurance with a Collateral Value equal to the amount of such Independent Amount (the “Fixed IA Performance Assurance”). The Fixed IA Performance Assurance shall not be reduced for so long as there are any outstanding obligations between the Parties as a result of the Agreement, and shall not be taken into account when calculating Party B’s Collateral Requirement pursuant to the Collateral Annex. Except as expressly set forth above, the Fixed IA Performance Assurance shall be held and maintained in accordance with, and otherwise be subject to, Paragraphs 2, 5(b), 5(c), 6, 7 and 9 of the Collateral Annex.
 Party B shall have a Full Floating Independent Amount of $ . If the Full Floating Independent Amount Option is selected for Party B then for purposes of calculating Party B’s Collateral Requirement pursuant to Paragraph 3 of the Collateral Annex, such Full Floating Independent Amount for Party B shall be added by Party A to its Exposure Amount for purposes of determining Net Exposure pursuant to Paragraph 3(a) of the Collateral Annex.
 Party B shall have a Partial Floating Independent Amount of $ . If the Partial Floating Independent Amount option is selected for Party B, then Party B will be required to Transfer or cause to be Transferred to Party A Performance Assurance with a Collateral Value equal to the amount of such Independent Amount (the “Partial Floating IA Performance Assurance”) if at any time Party B otherwise has a Collateral Requirement (not taking into consideration the Partial Floating Independent Amount) pursuant to Paragraph 3 of the Collateral Annex. The Partial Floating IA Performance Assurance shall not be reduced for so long as Party B has a Collateral Requirement (not taking into consideration the Partial Floating Independent Amount). The Partial Floating Independent Amount shall not be taken into account when calculating a Party’s Collateral Requirements pursuant to the Collateral Annex. Except as expressly set forth above, the Partial Floating Independent Amount shall be held and maintained in accordance with, and otherwise be subject to, the Collateral Annex.
 Not Applicable
IV. Minimum Transfer Amount.

A. Party A Minimum Transfer Amount:

B. Party B Minimum Transfer Amount:
provided that, in each case, (i) if the Party is a Defaulting Party at the time, its Minimum Transfer Amount will be zero, (ii) if a Secured Party is holding an amount of Performance Assurance at the time, the Secured Party’s Collateral Requirement is, or is deemed to be, zero at the time, and, but for its Minimum Transfer Amount, the Secured Party would be required to make a Transfer under Paragraph 4, the Minimum Transfer Amount for the Secured Party will be zero, and (iii) if no Transactions are outstanding, then the Minimum Transfer Amount for both Parties will be zero.

Rounding Amount.

C. Party A Rounding Amount:

D. Party B Rounding Amount:

V. Administration of Cash Collateral.

A. Party A Eligibility to Hold Cash.

Item 2i
Attachment 2
Amended and Restated Master PPA - Shell Energy
4 EXECUTION VERSION
 Party A shall not be entitled to hold Performance Assurance in the form of Cash.

Performance Assurance in the form of Cash shall be held in a Qualified Institution in accordance with the provisions of Paragraph 6(a)(ii)(B) of the Collateral Annex. Party A shall pay to Party B in accordance with the terms of the Collateral Annex the amount of interest it receives from the Qualified Institution on any Performance Assurance in the form of Cash posted by Party B.
 Party A or Party A’s Custodian shall be entitled to hold Performance Assurance in the form of Cash provided that the following conditions are satisfied: (1) it is not subject to an Event of Default; (2) Party A’s Custodian, if any, is a Qualified Institution. To the extent Party A is entitled to hold Cash, the Interest Rate payable to Party B on Cash shall be as selected below:

Party A Interest Rate.
 Federal Funds Effective Rate - the rate for that day opposite the caption “Federal Funds (Effective)” as set forth in the weekly statistical release designated as H.15(519), or any successor publication, published by the Board of Governors of the Federal Reserve System.

B. Party B Eligibility to Hold Cash.
 Party B shall not be entitled to hold Performance Assurance in the form of Cash.

Performance Assurance in the form of Cash shall be held in a Qualified Institution in accordance with the provisions of Paragraph 6(a)(ii)(B) of the Collateral Annex. Party B shall pay to Party A in accordance with the terms of the Collateral Annex the amount of interest it receives from the Qualified Institution on any Performance Assurance in the form of Cash posted by Party A.
 Party B or Party B’s Custodian shall be entitled to hold Performance Assurance in the form of Cash provided that the following conditions are satisfied: (1) it is not subject to an Event of Default; (2) Party B’s Custodian, if any, is a Qualified Institution. To the extent Party B is entitled to hold Cash, the Interest Rate payable to Party A on Cash shall be as selected below:

Party B Interest Rate.
 Federal Funds Effective Rate - the rate for that day opposite the caption “Federal Funds (Effective)” as set forth in the weekly statistical release designated as H.15(519), or any successor publication, published by the Board of Governors of the Federal Reserve System.

VI. Notification Time.
 Other - 10:00 a.m. Pacific Prevailing Time on a Local Business Day VII. Demands and Notices.

All demands, specifications and notices to Party A under this Collateral Annex will be as set forth on the Cover Sheet to the Master Agreement.

All demands, specifications and notices to Party B under this Collateral Annex will be as set forth on the Cover Sheet to the Master Agreement.

VIII. General.

Amendment to Introductory Paragraph:
(i) The first paragraph of the introduction shall be amended to read as follows:

Item 2i
Attachment 2
Amended and Restated Master PPA - Shell Energy
5 EXECUTION VERSION
“This Collateral Annex, together with the Paragraph 10 Cover Sheet, (the “Collateral Annex”) supplements, forms a part of, and is subject to the EEI Master Power Purchase and Sale Agreement dated as of June 5, 2026 between Shell Energy North America (US), L.P., (“Party A”) and Silicon Valley Clean Energy Authority, a California joint powers authority (“Party B”) (as amended and supplemented from time to time, the “Agreement”). Capitalized terms used in this Collateral Annex but not defined herein shall have the meanings given to such terms in the Agreement.” Amendments to Definitions:
(i) “Collateral Value” Replace clause (b) with the following: “(b) with respect to Letters of Credit, the stated amount then available under the Letter of Credit to be unconditionally drawn by the beneficiary thereof, unless such Letter of Credit expires within fifteen (15) Business Days or a Letter of Credit Default shall have occurred and be continuing in which cases the value shall be zero (0).” (ii) The definition of “Credit Rating” is amended and restated in its entirety as follows:
““Credit Rating” shall mean, with respect to an entity on any date of determination, the respective rating then assigned to its issuer, unsecured and senior, long-term debt or deposit obligations (not supported by third party credit enhancement) by S&P or Moody’s.” (iii) “Credit Rating Event” shall be amended by replacing “6(a)(iii)” with “6(a)(ii)”. (iv) “Downgraded Party” shall be amended by replacing “6(a)(i)” with “6(a)(ii)”. (v) The definition of “Letter of Credit” shall be deleted from both the Master Agreement, as amended by the Cover Sheet thereto, and the Collateral Annex and replaced with the following:
“Letter(s) of Credit” shall mean an irrevocable, standby Letter of Credit, issued by an issuer or confirming entity (which is not an Affiliate of either Party), as applicable, that is a Qualified Institution substantially in the form reasonably acceptable to the beneficiary thereof, in each case, with such changesto the termsin that form as the issuing bank may require and as may be reasonably acceptable to the beneficiary thereof.”
(vi) “Letter of Credit Default” shall be amended as follows:
a. Clause (a) shall be deleted and replaced with the following phrase: “(a) the issuer of such Letter of Credit shall fail to be a Qualified Institution”; and b. A new clause (f) shall be added after the existing clause (e) and immediately before the phrase “provided, however” as follows:
“(f) the Pledgor fails to extend or replace such Letter of Credit at least ten (10) Local Business Days prior to its expiration” ; and
c. The following is added after the last sentence:
“Notwithstanding the foregoing, references to the “issuer” in this definition shall mean, for each Letter of Credit that was confirmed by a Qualified Institution, the confirming entity.” (vii) “Local Business Day” shall be amended by replacing the word “day” with “Business Day”. (viii) “Notification Time” shall be amended by replacing “11:00, New York time” with “10:00 a.m.

Pacific Prevailing Time on a Local Business Day.”
(ix) “Performance Assurance” shall be amended by replacing “6(a)(iv)” with “6(a)(iii)”. (x) “Qualified Institution” shall be amended to read as follows:

Item 2i
Attachment 2
Amended and Restated Master PPA - Shell Energy
6 EXECUTION VERSION
““Qualified Institution” means (i) a commercial bank or trust company (which is not an Affiliate of either party) organized under the laws of the United States or a political subdivision thereof, or (ii) the U.S. branch of a foreign bank (which is not an Affiliate of either party), in each case (a) with a Credit Rating of at least “A-” by S&P or “A3” by Moody’s, and (b) having assets of at least TEN BILLION AND 00/100 DOLLARS ($10,000,000,000.00).”
(xi) “Reference Market-maker” is amended by adding “which is not an Affiliate of either Party” after the words “leading dealer” in the first line thereof.
(xii) “Secured Party” shall be amended by replacing “3(b)” with “3(a)”.

Amendments to Paragraph 4:
(i) The second to lastsentence of Paragraph 4, “Delivery of Performance Assurance”, shall be amended to read as follows:
“Unless otherwise agreed in writing by the Parties, (i) Performance Assurance demanded of a Pledging Party on or before the Notification Time on a Local Business Day shall be provided by not later than the close of business on the third Local Business Day; and (ii) Performance Assurance demanded of a Pledging Party after the Notification Time on a Local Business Day shall be provided by not later than the close of business on the fourth Local Business Day.” Amendments to Paragraph 5:
(i) Paragraph 5(a) shall be amended by inserting “so long as the amount of the requested reduction is equal to or greater than the Minimum Transfer Amount” after “the Pledging Party for the benefit of the Secured Party” in the fourth line thereof.
(ii) Paragraph 5(a) shall be further amended by deleting “before the Notification Time on a Business Day” and replacing it with “before the Notification Time on a Local Business Day”. (iii) Paragraph 5(b) At the end of the first sentence amend the phrase “the Secured Party must consent to such substitution” to read, “consent of the Secured Party is required prior”.

Amendments to Paragraph 6:
(i) Paragraph 6(a)(ii)(A) shall be amended by inserting “(other than subparagraph (B) below)” after “the provisions of this Paragraph 6(a)(ii)” in the first line thereof. (ii) Paragraph 6(a)(ii)(B) shall be amended as follows:
a. In first sentence:
(1) Add “no longer have the right to sell, pledge, rehypothecate, assign, invest, use or commingle any cash it holds as Performance Assurance hereunder, but shall” after the words “Downgraded Party shall”.
(2) Add “as Performance Assurance” after “held on its behalf”. (3) Replace “non-Downgraded” with “Pledging”.
(4) Add “collateral” after “being held as Cash”.
b. In the second sentence:
(1) Add “the perfection of” after “with the terms of the Collateral Annex and for”. (2) Replace “Non-Downgraded Party” with “Downgraded Party”.

Item 2i
Attachment 2
Amended and Restated Master PPA - Shell Energy
7 EXECUTION VERSION
(iii) Paragraph 6(a)(iii) shall be amended by adding at the beginning of the first sentence “Upon request and” prior to the phrase “So long as”.
(iv) Paragraph 6(b)(i) shall be amended as follows with respect to the second sentence:
a. Replace “Eligible Collateral” with “Performance Assurance”, and b. Replace “twenty (20)” with “fifteen (15)”.
(v) Paragraphs 6(b)(iii) and 6(b)(iv) are deleted and replaced in their entirety as follows:
“(iii) Upon the occurrence of a Letter of Credit Default, the Pledging Party agrees to Transfer to the Secured Party either a substitute Letter of Credit or other Eligible Collateral, in each case on or before the second (2
nd ) Local Business Day after the occurrence thereof (or the third (3rd) Local Business Day after the occurrence thereof if only clause (a) under the definition of Letter of Credit Default applies); provided that as a result of the Pledging Party’s failure to perform in accordance with this sentence, the Pledging Party’s Collateral Requirement would be greater than zero (0). (iv) Notwithstanding anything herein to the contrary, (A) upon or at any time after the occurrence and during the continuation of an Event of Default with respect to the Pledging Party or (B) if an Early Termination Date has occurred or been designated and there exist any unsatisfied payment Obligations, then the Secured Party may draw on any outstanding Letter of Credit in an amount (up to the face amount for which the Letter of Credit has been issued) that is equal to all amounts that are due and owing from the Pledging Party but have not been paid to the Secured Party within the time allowed for such payments under this Agreement (including any related notice or grace period or both). If a Letter of Credit Default exists with respect to any Letter of Credit provided by or on behalf of the Pledging Party, then the Secured Party may draw on the Letter of Credit subject to such Letter of Credit Default in an amount equal to the entire, undrawn portion of such Letter of Credit. Draws on outstanding Letters of Credit shall be made upon submission to the bank issuing such Letter(s) of Credit of one or more certificates specifying the amounts due and owing to the Secured Party in accordance with the specific requirements of the Letter of Credit. Notwithstanding the foregoing, the Secured Party shall not be entitled to make such a drawing unless the Collateral Requirement applicable to the Pledging Party at such time equals or exceeds the Pledging Party's Minimum Transfer Amount. Cash proceeds received from drawing upon any Letter of Credit shall be deemed Performance Assurance as security for the Pledging Party’s obligations to the Secured Party and the Secured Party shall have the rights and remedies set forth in Paragraph 7 with respect to such cash proceeds. Notwithstanding the Secured Party’s receipt of Cash proceeds of a drawing under the Letter of Credit, the Pledging Party shall remain liable (y) for any failure to Transfer sufficient Performance Assurance or (z) for any amounts owing to the Secured Party and remaining unpaid after the application of the amounts so drawn by the Secured Party.” Amendments to Paragraph 7:
(i) Paragraph 7(b) shall be amended by deleting it in its entirety and inserting the words “Intentionally Omitted.”
(ii) Paragraph 7(d) is amended and restated in its entirety as follows (with deleted text crossed-out (e.g., crossed-out) and added text double underlined (e.g., double underlined) for illustrative purposes only):
(d) In addition to the provisions of Paragraph 7(a), if at any time (i) an Event of Default with respect to the Secured Party has occurred and is continuing or (ii) an Early Termination Date has occurred or been designated as a result of an Event of Default with respect to the Secured Party (other than an Early Termination Date relating to less than all Transactions where the Secured Party has paid in full all of its obligations that are then due under the Agreement), then:
(1) the Secured Party will be obligated immediately to Transfer all Performance Assurance (including other than any Letter of Credit) and the Interest Amount, if any, to the Pledging Party; Item 2i
Attachment 2
Amended and Restated Master PPA - Shell Energy
8 EXECUTION VERSION
and
(2) the Pledging Party may do any one or more of the following: (x) exercise any of the rights and remedies of a pledgor with respect to the Performance Assurance (other than any Letter of Credit), including any such rights and remedies under law then in effect; and (y) to the extent that the Performance Assurance (other than any Letter of Credit) or the Interest Amount is not Transferred to the Pledging Party as required in (1) above, setoff amounts payable to the Secured Party against the Performance Assurance (other than Letters of Credit) held by the Secured Party or to the extent its rights to setoff are not exercised, withhold payment of any remaining amounts payable by the Pledging Party, up to the value of any remaining Performance Assurance (other than any Letter of Credit) held by the Secured Party, until the Performance Assurance is Transferred to the Pledging Party.; and (z) exercise rights and remedies available to the Pledging Party under the terms of any Letter of Credit; and
(3) the Secured Party shall be prohibited from drawing on any Letter of Credit that has been posted by the Pledging Party for its benefit.
(iii) A new Paragraph 7(e) and a new Paragraph 7(f) are added as follows:
“(e) The Secured Party will transfer to the Pledging Party any proceeds and Performance Assurance remaining after liquidation, set-off and/or application under Paragraphs 7(a) and 7(d) after satisfaction in full of all amounts payable by the Pledging Party with respect to any Obligations; the Pledging Party will in all events remain liable for any amounts unpaid after liquidation, set-off and/or application under Paragraphs 7(a) and 7(d).
(f) When no amounts are or thereafter may become payable by the Pledging Party with respect to any Obligations, the Secured Party will Transfer to the Pledging Party all Performance Assurance and the Interest Amount, if any.”
Amendments to Paragraph 8:
(i) Paragraph 8(a) shall be amended as follows:
a. in the third sentence, replace “Party’s Net Exposure shall be recalculated by each Party requesting” with “Party shall recalculate its Net Exposure by obtaining market”; b. in the third sentence, replace “one (1)” with “two (2)”; and c. adding after the third sentence the following sentence: “If the Secured Party is unable to obtain any quotations for the Secured Party’s Net Exposure, the Parties will appoint a mutually acceptable leading market participant in the relevant market to make such calculation and such expense will be shared equally by the Parties.”
(ii) Paragraph 8(b) shall be amended as follows:
a. in the third sentence, replace “each” with “the Secured”; b. in the third sentence, replace “one (1)” with “two (2)”; and c. adding after the third sentence the following sentence: “If the Secured Party is unable to obtain any quotations for the Secured Party’s Net Exposure, the Parties will appoint a mutually acceptable leading market participant in the relevant market to make such calculation and such expense will be shared equally by the Parties.”
(iii) Paragraph 8 is amended by inserting the following new subparagraph 8(c) at the end thereof:
“(c) Each quotation from a Reference Market-maker will be for an amount, if any, that would be paid to the Party requesting the quotation (expressed as a negative number) or by the Party Item 2i
Attachment 2
Amended and Restated Master PPA - Shell Energy
9 EXECUTION VERSION
requesting the quotation (expressed as a positive number) in consideration of an agreement between such Party (taking into account this Collateral Annex and the existence of any Guarantor with respect to the obligations of such Party) and the quoting Reference Market-maker to enter into a transaction that would have the effect of preserving for the Party requesting the quotation the economic equivalent of any payment or delivery (whether the underlying obligation was absolute or contingent and assuming the satisfaction of each applicable condition precedent) by the Parties in respect of such Transaction or group of Transactions. The costs of retaining Reference Market-makers for the purposes of this Paragraph 8 shall be borne equally by the Secured Party and the Pledging Party. The determination made by such Reference Market-makers shall be binding and conclusive on the Parties absent manifest error.”
Amendments to Paragraph 10:
(i) Paragraph 10 shall be amended by inserting the following new subparagraph 10(VI)(C) at the end thereof:
“In lieu of any interest, dividends or other amounts paid or deemed to have been paid with respect to Performance Assurance in the form of Cash (all of which may be retained by the Pledging Party and shall not be considered Performance Assurance):
(x) if the Interest Amount for an Interest Period is a positive number, upon request of the Pledging Party, the Secured Party will transfer to the Pledging Party such Interest Amount by the fifth Business Day after the end of such Interest Period, to the extent that a Collateral Requirement as calculated by the Pledging Party would not be created or increased by that Transfer; any Interest Amount or portion thereof not transferred pursuant to this subsection (x) of this Paragraph will constitute Performance Assurance in the form of Cash and will be subject to the security interest granted under Paragraph 2 to the Collateral Annex.”
(ii) Schedule 1 to the Collateral Annex is deleted in its entirety and replaced with the form of Letter of Credit attached as Schedule 1 to this Paragraph 10 to the Collateral Annex.

IN WITNESS WHEREOF, the Parties have caused this Paragraph 10 to the Collateral Annex to be duly executed as of the Effective Date of the EEI Master Power Purchase and Sale Agreement between the Parties.

SHELL ENERGY NORTH AMERICA (US), L.P., SILICON VALLEY CLEAN ENERGY a Delaware limited partnership AUTHORITY, a California joint powers authority By: By:

Name: __________________________________ Name:

Title: ___________________________________ Title:

Item 2i
Attachment 2
Amended and Restated Master PPA - Shell Energy
Schedule 1 -
10 FORM OF LETTER OF CREDIT
[Issuing Bank Letterhead and Address] IRREVOCABLE STANDBY LETTER OF CREDIT NO. [XXXXXXX]
Date: Bank Ref.: Amount: US$[XXXXXXXX] Expiration Date:

Beneficiary: [ ______________]
Ladies and Gentlemen:

By the order of (“Applicant”), we, [insert bank name and address] (“Issuer”) hereby issue our Irrevocable Standby Letter of Credit No. [XXXXXXX] (the “Letter of Credit”) in favor [insert Beneficiary name] (“Beneficiary”), for an amount not to exceed the aggregate sum of U.S. $[XXXXXX] (United States Dollars [XXXXX] and 00/100), pursuant to that certain EEI Master Power Purchase and Sale Agreement, together with the Cover Sheet, the Collateral Annex and Paragraph 10 to the Collateral Annex dated as of June 14, 2023 and as amended or otherwise modified from time to time between Applicant and Beneficiary (the “Master Agreement”). This Letter of Credit shall become effective immediately and shall expire on [insert date], or any expiration date extended in accordance with the terms hereof (the “Expiration Date”).

Funds under this Letter of Credit are available to Beneficiary by presentation on or before the Expiration Date of a dated statement purportedly signed by your duly authorized representative, in the form attached hereto as Exhibit A, referencing our Letter of Credit No. [XXXXXXX] (“Drawing Certificate”).

The Drawing Certificate may be presented by (a) U.S. mail, (b) overnight courier or (c) as a PDF attachment to an e- mail to [bank email address].

Transmittal by email shall be deemed delivered when received.

The original of this Letter of Credit (and all amendments, if any), or any copy thereof, is not required to be presented in connection with any presentment of a Drawing Certificate by Beneficiary hereunder in order to receive payment.

We hereby agree with the Beneficiary that all documents presented under and in compliance with the terms of this Letter of Credit, that such drafts will be duly honored upon presentation to the Issuer on or before the Expiration Date.

All payments made under this Letter of Credit shall be made with Issuer’s own immediately available funds by means of wire transfer in immediately available United States dollars to Beneficiary’s account as indicated by Beneficiary in its Drawing Certificate or in a communication accompanying its Drawing Certificate.

Partial draws are permitted under this Letter of Credit, and this Letter of Credit shall remain in full force and effect with respect to any continuing balance.

It is a condition of this Letter of Credit that the Expiration Date shall be deemed automatically extended without an amendment for a one year period beginning on the present Expiration Date hereof and upon each anniversary for such date, unless at least one hundred twenty (120) days prior to any such Expiration Date we have sent to you written notice by Item 2i
Attachment 2
Amended and Restated Master PPA - Shell Energy
Schedule 1 -
11 overnight courier service that we elect not to extend this Letter of Credit, in which case it will expire on the date specified in such notice. No presentation made under this Letter of Credit after such Expiration Date will be honored.

Notwithstanding any reference in this Letter of Credit to any other documents, instruments or agreements, this Letter of Credit contains the entire agreement between Beneficiary and Issuer relating to the obligations of Issuer hereunder.
[This Letter of Credit is issued subject to the rules of the ‘International Standby Practices 1998’, International Chamber of Commerce Publication No. 590 (“ISP98”) and, as to matters not addressed by ISP98, shall be governed and construed in accordance with the laws of state of California.]1 Please address all correspondence regarding this Letter of Credit to the attention of the Letter of Credit Department at [insert bank address information], referring specifically to Issuer’s Letter of Credit No. [XXXXXXX]. For telephone assistance, please contact Issuer’s Standby Letter of Credit Department at [XXX-XXX-XXXX] and have this Letter of Credit available.
[All notices to Beneficiary shall be in writing and are required to be sent by certified letter, overnight courier, or delivered in person to: [insert Beneficiary Notice Information]. Only notices to Beneficiary meeting the requirements of this paragraph shall be considered valid. Any notice to Beneficiary which is not in accordance with this paragraph shall be void and of no force or effect.]2
[Bank Name]
[Insert Officer’s Name]
[Insert Officer’s Title]
Item 2i
Attachment 2
Amended and Restated Master PPA - Shell Energy
Schedule 1 -
12 EXHIBIT A DRAWING CERTIFICATE
(DRAW REQUEST SHOULD BE ON BENEFICIARY’S

LETTERHEAD)
Drawing Certificate
[Insert Bank Name and Address]
The undersigned, a duly authorized representative of [insert Beneficiary name], as beneficiary (the “Beneficiary”) of the Irrevocable Letter of Credit No. [XXXXXXX] (the “Letter of Credit”) issued by [insert bank name] (the “Bank”) by order of (the“Applicant”), hereby certifies to the Bank as follows:

Applicant and Beneficiary are party to that certain EEI Master Power Purchase and Sale Agreement, together with the Cover Sheet, the Collateral Annex and Paragraph 10 to the Collateral Annex dated as of June 14, 2023 and as amended or otherwise modified from time to time (the “Master Agreement”).

An Event of Default (as defined in the Master Agreement) has occurred and is continuing with respect to Applicant under the Master Agreement or an Early Termination Date has occurred or been designated. Wherefore, the undersigned does hereby demand payment in an amount equal to all amounts due and owing of $[ ].

OR
Beneficiary is making a drawing under this Letter of Credit in the amount of U.S. $ , which equals the full available amount under the Letter of Credit, because Applicant is required to maintain the Letter of Credit in force and effect beyond the Expiration Date of the Letter of Credit but has failed to provide Beneficiary with a replacement Letter of Credit or other acceptable instrument within twenty (20) Local Business Days prior to such Expiration Date or a Letter of Credit Default (as defined in the Master Agreement) exists.

The undersigned is a duly authorized representative of [insert Beneficiary name] and is authorized to execute and deliver this Drawing Certificate on behalf of Beneficiary.

You are hereby directed to make payment of the requested amount to [insert Beneficiary name] by wire transfer in immediately available funds to the following account:
[specify account information] [insert Beneficiary name] [Name and title of the authorized representative]
[Date]
Item 2i
Attachment 2
Amended and Restated Master PPA - Shell Energy
1 EXECUTION VERSION
Master Power
Purchase & Sale
Agreement
Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association ALL RIGHTS RESERVED UNDER U.S. AND FOREIGN LAW, TREATIES AND CONVENTIONS

AUTOMATIC LICENSE PERMISSION OF THE COPYRIGHT OWNERS IS GRANTED FOR REPRODUCTION BY DOWNLOADING FROM A COMPUTER AND PRINTING ELECTRONIC COPIES OF THE WORK. NO AUTHORIZED COPY MAY BE SOLD. THE INDUSTRY IS ENCOURAGED TO USE THIS MASTER POWER PURCHASE AND SALE AGREEMENT IN ITS TRANSACTIONS. ATTRIBUTION TO THE COPYRIGHT OWNERS IS REQUESTED.

Item 2i
Attachment 3
Amended and Restated Master PPA - Constellation
2 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association ALL RIGHTS RESERVED UNDER U.S. AND FOREIGN LAW, TREATIES AND CONVENTIONS

Item 2i
Attachment 3
Amended and Restated Master PPA - Constellation
3 MASTER POWER PURCHASE AND SALE AGREEMENT

TABLE OF CONTENTS
COVER SHEET ......................................................................................................................1 GENERAL TERMS AND CONDITIONS ...................................................................................18 ARTICLE ONE: GENERAL DEFINITIONS...............................................................................18 ARTICLE TWO: TRANSACTION TERMS AND CONDITIONS.............................................23

2.1 Transactions...........................................................................................................23

2.2. Governing Terms...................................................................................................23

2.3. Confirmation..........................................................................................................23

2.4. Additional Confirmation Terms.............................................................................24

2.5. Recording...............................................................................................................24 ARTICLE THREE: OBLIGATIONS AND DELIVERIES..........................................................24

3.1. Seller’s and Buyer’s Obligations...........................................................................24

3.2. Transmission and Scheduling ................................................................................25

3.3. Force Majeure ........................................................................................................25 ARTICLE FOUR: REMEDIES FOR FAILURE TO DELIVER/RECEIVE................................25

4.1. Seller Failure..........................................................................................................25

4.2. Buyer Failure .........................................................................................................25 ARTICLE FIVE: EVENTS OF DEFAULT; REMEDIES............................................................25

5.1. Events of Default ...................................................................................................25

5.2. Declaration of an Early Termination Date and Calculation of Settlement Amounts.................................................................................................................27

5.3. Net Out of Settlement Amounts.............................................................................27

5.4. Notice of Payment of Termination Payment .........................................................27

5.5. Disputes With Respect to Termination Payment...................................................28

5.6. Closeout Setoffs.....................................................................................................28

5.7. Suspension of Performance....................................................................................28 ARTICLE SIX: PAYMENT AND NETTING..............................................................................28

6.1. Billing Period.........................................................................................................28

6.2. Timeliness of Payment...........................................................................................29

6.3. Disputes and Adjustments of Invoices...................................................................29

6.4. Netting of Payments...............................................................................................29

6.5. Payment Obligation Absent Netting ......................................................................29

6.6. Security ..................................................................................................................30

6.7. Payment for Options..............................................................................................30

6.8. Transaction Netting................................................................................................30 Item 2i
Attachment 3
Amended and Restated Master PPA - Constellation
4 ARTICLE SEVEN: LIMITATIONS.............................................................................................30

7.1 Limitation of Remedies, Liability and Damages...................................................30 ARTICLE EIGHT: CREDIT AND COLLATERAL REQUIREMENTS ....................................31

8.1 Party A Credit Protection.......................................................................................31

8.2 Party B Credit Protection.......................................................................................33

8.3 Grant of Security Interest/Remedies......................................................................34 ARTICLE NINE: GOVERNMENTAL CHARGES.....................................................................35

9.1 Cooperation............................................................................................................35

9.2 Governmental Charges...........................................................................................35 ARTICLE TEN: MISCELLANEOUS ..........................................................................................35

10.1 Term of Master Agreement....................................................................................35

10.2 Representations and Warranties.............................................................................36

10.3 Title and Risk of Loss............................................................................................37

10.4 Indemnity ...............................................................................................................37

10.5 Assignment ............................................................................................................37

10.6 Governing Law ......................................................................................................37

10.7 Notices ...................................................................................................................37

10.8 General...................................................................................................................38

10.9 Audit ......................................................................................................................38

10.10 Forward Contract ...................................................................................................39

10.11 Confidentiality .......................................................................................................39 SCHEDULE M ....................................................................................................................40 SCHEDULE P: PRODUCTS AND RELATED DEFINITIONS..................................................42 EXHIBIT A: CONFIRMATION LETTER...................................................................................48 Item 2i
Attachment 3
Amended and Restated Master PPA - Constellation
1 AMENDED AND RESTATED MASTER POWER PURCHASE AND SALE

AGREEMENT

COVER SHEET
This Amended and Restated Master Power Purchase and Sale Agreement (“Master Agreement”) is made as of the following date: June 26, 2026 (“Effective Date”). The Parties intend for this Master Agreement to terminate, replace, and supersede in its entirety that certain Master Power Purchase and Sale Agreement entered by and between Constellation Energy Generation, LLC (formerly Exelon Generation Company, LLC), known as Party A, and Silicon Valley Clean Energy Authority, known as Party B, dated as of November 28, 2016 (“Original Master Agreement”). Upon the Effective Date of this Master Agreement, the Original Master Agreement shall be of no further force or effect and any outstanding Transactions entered under the Original Master Agreement shall be governed by this Master Agreement. The Collateral Annex, including the Paragraph 10 elections, dated as of the date of this Master Agreement, is hereby added to the EEI. All existing and future Transactions will be subject to and margined under the aforementioned Collateral Annex. The Master Agreement, together with the exhibits, schedules and any written supplements hereto, the Party A Tariff, if any, the Party B Tariff, if any, any designated collateral, credit support or margin agreement or similar arrangement between the Parties and all Transactions (including any confirmations accepted in accordance with Sectio 2.3 hereto) shall be referred to as the “Agreement.” Following execution of this Master Agreement by both Parties, Party B will use its best efforts to cause all parties to the Intercreditor and Collateral Agency Agreement dated December 15, 2016 (“Intercreditor Agreement”) to agree to its termination, and Party A agrees to promptly execute a termination of such Intercreditor Agreement upon Party B obtaining such approvals.

The Parties to this Master Agreement are the following:

Name: Constellation Energy Generation, LLC, a
limited liability company (“Constellation” or “Party
A”)
Name: Silicon Valley Clean Energy Authority, a
California joint powers authority (“SVCE” or “Party
B”)
All Notices:

Attn: Contract Administration
Address:1310 Point Street, 8
th Floor
Baltimore, MD 21231
Phone: 667-218-7095
Email:

[email protected]
Duns: 8
Federal Tax ID Number:

All Notices:
333 W. El Camino Real, Suite 330
Sunnyvale, California 94087
Attn: Monica Padilla, CEO and Kris Van Vactor,
Director of Power Resources
Phone: (408) 549-2683
Email and
Duns:

Federal Tax ID Number: 8
Invoices:

Attn: Wholesale Operations Settlements
Email: [email protected]
and #[email protected]
Invoices:

Attn: Power Supply Group
Phone: (408) 721-5301
Email:

Item 2i
Attachment 3
Amended and Restated Master PPA - Constellation
2 Scheduling:

Attn: Scheduling Desk
Phone: 410-468-3530
Confirmations:

Attn: Confirmations Group
E-mail: [email protected]
Scheduling:

Attn: Wholesale Operations Settlements
Email: [email protected] and
#[email protected]
Payments:

Attn: Finance Group
Phone: (408) 721-5301
Email:

Wire Transfer:

BNK: Citibank
ABA: 9
ACCT: 8
Wire Transfer:

BNK: River City Bank
ABA:

ACCT:

Credit and Collections:

Attn: Credit Risk Department
Email: [email protected]
Credit and Collections:

Attn: Finance Group
Phone: (408) 721-5301
Email:

With additional Notices of an Event of Default or
Potential Event of Default to:

Attn: Assistant General Counsel
Email: [email protected]
With additional Notices of an Event of Default or
Potential Event of Default to:

Michael Callahan, General Counsel
Email:
and to:

Kris Van Vactor, Director of Power Resources
Email:
and to:

Amrit Singh, Chief Financial Officer/Director of
Administrative Services
Email:

Item 2i
Attachment 3
Amended and Restated Master PPA - Constellation
3 The Parties hereby agree that the General Terms and Conditions are incorporated herein, and to the following provisions as provided for in the General Terms and Conditions:

Party A Tariff: FERC Electric, Market Based Rate Tariff, originally granted in Docket No. ER00-3251 and originally effective on October 20, 2000
Party B Tariff: N/A
Article Two
Transaction Terms and
Conditions
■ Optional provision in Section 2.4. If not checked, inapplicable.

Article Four
Remedies for Failure to
Deliver or Receive
■ Accelerated Payment of Damages. If not checked, inapplicable.

Article Five ■ Cross Default for Party A:

Events of Default;
Remedies
■ Party A: Constellation
Energy Generation, LLC
Cross Default Amount:
□ Other Entity: Cross Default Amount: $_________
■ Cross Default for Party B:
■ Party B: Silicon Valley
Clean Energy Authority
Cross Default Amount:
0 □ Other Entity: Cross Default Amount: $_________

Credit and Collateral
Requirements
(a) Financial Information:
□ Option A
□ Option B Specify:
■ Option C Specify:
(1) The annual report containing audited consolidated
financial statements for such fiscal year of Silicon Valley Clean Energy as soon as practicable after demand, but in no event later than 180 days after the end of each annual period and such request will be deemed to have been filled if such financial statements are available at www.svcleanenergy.org, and (2) quarterly unaudited financial statements for Silicon Valley Clean Energy as soon as practicable upon demand, but in no event later than 90 days after the applicable quarter. In all cases the statements shall be for the most recent accounting Item 2i
Attachment 3
Amended and Restated Master PPA - Constellation
4 period and shall be prepared in accordance with generally accepted accounting principles; provided, however, that should any such statements not be available on a timely basis due to a delay in preparation or certification, such delay shall not be an Event of Default so long as the relevant entity diligently pursues the preparation, certification and delivery of the statements. The first quarterly audited statement will be provided within 90 days after the fiscal quarter during which Party A begins deliveries under a Transaction. Party B’s fiscal year ends June 30.
(b) Credit Assurances:
■ Not Applicable
□ Applicable
(c) Collateral Threshold:
□ Not Applicable
■ Applicable
See the Collateral Annex, which shall replace Articles 8.1(c) and 8.2(c) in their entirety.
(d) Downgrade Event:
□ Not Applicable
■ Applicable
If applicable, complete the following:
■ It shall be a Downgrade Event for Party B if Party
B’s Credit Rating falls below BBB- from S&P or
Baa3 from Moody’s or if Party B is not rated by
either S&P or Moody’s
□ Other:

(e) Guarantor for Party B: N/A
Guarantee Amount: N/A

8.2 Party B Credit Protection:
(a) Financial Information:
□ Option A
□ Option B - Specify:
■ Option C - Specify:

The annual report containing audited consolidated financial statements for such fiscal year of Party A as soon as
practicable after demand, but in no event later than 180 days after the end of each annual period of Party A and unaudited semi-annual financials within 90 days after the end of each semi-annual period of Party A, and such request will be deemed to have been filled if such financial statements are Item 2i
Attachment 3
Amended and Restated Master PPA - Constellation
5 available at www.constellationenergy.com, or any successor webpage. In all cases the statements shall be for the most recent accounting period and shall be prepared in accordance with generally accepted accounting principles; provided, however, that should any such statements not be available on a timely basis due to a delay in preparation or certification, such delay shall not be an Event of Default so long as the relevant entity diligently pursues the preparation, certification and delivery of the statements.
(b) Credit Assurances:
□ Not Applicable
■ Applicable
(c) Collateral Threshold:
□ Not Applicable
■ Applicable
See the Collateral Annex, which shall replace Articles 8.1(c) and 8.2(c) in their entirety.
(d) Downgrade Event:
□ Not Applicable
■ Applicable
If applicable, complete the following:
■ It shall be a Downgrade Event for Party A if Party A’s Credit Rating falls below BBB- from S&P or Baa3
from Moody’s or if Party A is not rated by either S&P
or Moody’s.
□ Other:
(e) Guarantor for Party A: N/A
Guarantee Amount: N/A
Article Ten
Confidentiality ■ Confidentiality Applicable If not checked, inapplicable.

Schedule M □ Party A is a Governmental Entity or Public Power System ■ Party B is a Governmental Entity or Public Power System ■ Add Section 3.6. If not checked, inapplicable
□ Add Section 8.4. If not checked, inapplicable.

Other Changes
This Master Power Purchase and Sale Agreement and the associated Collateral Annex incorporate, by reference, the changes published in the EEI Errata, Version 1.1, dated July 18, 2007.

1. Section 1.1 is amended by adding the following sentence at the end of the definition of “Affiliate”:

Item 2i
Attachment 3
Amended and Restated Master PPA - Constellation
6 “Notwithstanding the foregoing, the Parties hereby agree and acknowledge that with respect to Party B the public entities designated as members or participants under the Joint Powers Agreement creating Party B shall not constitute or otherwise be deemed an “Affiliate” for the purposes of this Master Agreement or any Confirmation executed in connection therewith.”

2. Section 1.4 is amended by deleting the first sentence and replacing it to read as follows: ““Business Day” means any day except a Saturday, Sunday, the Friday immediately following the Thanksgiving holiday or a Federal Reserve Holiday.”

3. Section 1.23 shall be amended by inserting in the thirteenth line of this Subsection before the phrase “foregoing factors” the word “two.”

4. Section 1.24 is amended by adding before the period at the end thereof the following: “in accordance with Section 5.2”.

5. Section 1.27 is deleted in its entirety and replaced with the definition set forth in Paragraph 10 to the Collateral Annex.

6. Section 1.46 is deleted in its entirety.

7. Section 1.51 is amended by (i) inserting the phrase “for delivery” in the second line after the word “purchases” and before the phrase “at the Delivery Point” and (ii) deleting the phrase “at Buyer’s option” from the fifth line and replacing it with “absent a purchase”.

8. Section 1.52 is amended by (i) deleting the words “Rating” and “Group” from the first line and replacing with “Financial Services LLC” and (ii) by replacing the words in the parenthetical with “a subsidiary of McGraw-Hill Companies, Inc.”

9. Section 1.53 is amended by:
(i) deleting “at the Delivery Point” from the second line; (ii) deleting the phrase in line 5 “at the Seller’s option” and replacing it with “absent a sale”; and
(iii) inserting, after the word “liability” in the ninth line, the following: “provided, further, if the Seller is unable after using commercially reasonable efforts to resell all or a portion of the Product not received by the Buyer, the Sales Price with respect to such unsold Product shall be deemed to equal zero (0).

10. Section 1.56 is amended by deleting the words “pursuant to Section 5.2” and by adding before the period at the end thereof the following: “, as determined in accordance with Section 5.2.”

11. Section 1.60 is amended by inserting the words “in writing” immediately following the words “agreed to”.

12. In Section 2.1, delete the first sentence in its entirety and replace with the following: “A Transaction, or an amendment, modification or supplement thereto, shall be entered into only upon a writing signed by both Parties.”

13. In Section 2.1, the last sentence is deleted in its entirety and replaced with the following:

Item 2i
Attachment 3
Amended and Restated Master PPA - Constellation
7 “Each Party agrees not to contest, or assert any defense to, the validity or enforceability of the Transaction entered into in accordance with this Master Agreement based on any lack of authority of the Party or any lack of authority of any employee of the Party to enter into a Transaction; provided, however, Party A acknowledges that no employee of Party B may amend or otherwise materially modify this Master Agreement or a Transaction, or enter into a new Transaction, without the approval of the board of Party B, which may be granted on a prospective basis, and that evidence of such approval, including a certified incumbency setting forth the name and signatures of employees of Party B with authority to act on behalf of Party B, will be provided pursuant to Section 10.13.”

14. Section 2.3 is hereby deleted in its entirety and replaced with the following:

2.3 “No Oral Agreements or Modifications. Notwithstanding anything to the contrary in this Master Agreement, the Master Agreement and any and all Transactions may not be amended or modified except by an instrument in writing signed by both Parties.”

15. Section 2.4 is hereby amended by deleting the words “either orally or” in the sixth line.

16. Section 2.5 is hereby deleted in its entirety and replaced with the following:

17. Section 3.2 is hereby amended by adding the following to the end of the Section: “Product deliveries shall be scheduled in accordance with the then-current applicable tariffs, protocols, operating procedures and scheduling practices for the relevant region.”

18. In Section 5.1(a), change “three (3) Business Days” to “five (5) Business Days”.

19. In Section 5.1(g), delete the phrase “or becoming capable at such time of being declared,” on the eighth line of the Section, and add the following at the end of the Section:
“provided, however, that no default or event of default shall be deemed to have occurred under this Section 5.1(g) to the extent that any applicable cure period or grace period is available;”

20. Section 5.1(h)(v) – “Events of Default”
Add “made in connection with this Agreement” after “any guaranty”.

21. Section 5.1 is further amended by replacing the period at the end of subsection (h) with a semicolon, and adding new subsections which read as follows:
“(i) during any consecutive ninety (90) day period, there have occurred five (5) or more “Seller Failures” as that term is used in Section 4.1, under any and all Transactions, regarding which Item 2i
Attachment 3
Amended and Restated Master PPA - Constellation
8 the Seller shall be deemed to be the Defaulting Party, and Buyer shall also be entitled to its remedies under Section 4.1;”
“(j) a representation or warranty with respect to the Defaulting Party’s financial statement that is false or misleading if such false or misleading statement is not remedied within five (5) Business Days after written notice;”
“(k) revocation or suspension by the Federal Energy Regulatory Commission of Party A’s authorization to make sales at market-based rates, and Party A is unable to reinstate such authorization within ninety (90) days; or”
“(l) A Party or its Guarantor suffering or being the subject of a default, event of default, termination event, breach or other similar condition or event (howsoever expressed) that has not been remedied within the applicable grace periods under any other agreement or instrument (including, without limitation, commodity and financial derivative agreements or transactions) between a Party or one of its Affiliates and the other Party or one of its Affiliates, where the result of such event has been the termination and liquidation of transactions and the acceleration of amounts due thereunder.”

22. Section 5.2 is amended by:
(i) deleting the following phrase from the last line: “as soon thereafter as is reasonably practicable”; and
(ii) adding the following to the end of that provision: “then each such Transaction shall be terminated as soon thereafter as reasonably practicable, and upon termination shall be deemed to be a Terminated Transaction and the Termination Payment payable in connection with all such Transactions shall be calculated in accordance with Section 5.3 below). The Gains and Losses for each Terminated Transaction shall be determined by the Non-Defaulting Party calculating the amount that would be incurred or realized to replace or to provide the economic equivalent of the remaining payments or deliveries in respect of that Terminated Transaction. In making such calculation, the Non-Defaulting Party may reference information supplied by one or more third parties including, without limitation, quotations (either firm or indicative) of relevant rates, prices, yields, yield curves, volatilities, spreads or other relevant market data in the relevant markets. Third parties supplying such information may include dealers, brokers and information vendors, including, without limitation, Intercontinental Exchange, Inc. If the Non-Defaulting Party’s calculation of the Termination Payment results in an amount that would be due to the Defaulting Party (i.e. the Defaulting Party was in-the-money), then the Termination Payment shall be deemed to be zero dollars ($0.00).

23. Section 5.3 shall be amended by inserting “plus, at the option of the Non-Defaulting Party, any cash or other form of liquid security in the possession of the Defaulting Party or its agent pursuant to Article 8,” after the first use of the phrase “due to the Non-Defaulting Party” in the sixth line.

24. In Section 6.3, lines 3, 16 & 18, change twelve (12) months to twenty-four (24) months.

25. Section 7.1 shall be amended by:
(i) adding “SET FORTH IN THIS AGREEMENT” after “INDEMNITY PROVISION” and before “OR OTHERWISE,” in the fifth sentence;
Item 2i
Attachment 3
Amended and Restated Master PPA - Constellation
9 (ii) adding in the nineteenth line the words “PROVIDED, HOWEVER, NOTHING IN THIS

SECTION SHALL AFFECT THE ENFORCEABILITY OF THE PROVISIONS OF THIS

AGREEMENT EXPRESSLY ALLOWING FOR SPECIAL DAMAGES, INCLUDING

BUT NOT LIMITED TO REMEDIES FOR FAILURE TO DELIVER/RECEIVE IN SECTIONS 4.1 AND 4.2, AND CALCULATION AND PAYMENT OF THE TERMINATION PAYMENT IN SECTIONS 5.2 AND 5.3.” immediately after the words “ANY INDEMNITY PROVISIONS SET FORTH IN THIS AGREEMENT OR OTHERWISE”; and
(iii) adding at the end of the last sentence the words “AND ARE NOT PENALTIES.”

26. In Sections 8.1(b) and 8.2(b), change “three (3) Business Days” to “five (5) Business Days”.

27. In Sections 8.1(d) and 8.2(d) on line five, change “three (3) Business Days” to “five (5) Business Days”.

Section 8.2(d). Before the comma in line five, add “or fails to maintain such Performance Assurance or guaranty or other credit assurance for so long as the Downgrade Event is continuing, and does not restore such Performance Assurance within five (5) Business Days of receipt of notice”.

28. Section 8.4 is added as follows:
“In no event shall a Party be required to provide Credit Assurances, Independent Amounts, or any other collateral that in the aggregate exceeds Termination Payment plus the Independent Amount.”

29. In Section 10.2, delete the phrase “or Potential Event of Default” from Sections 10.2(vii).

30. After Section 10.2(xii) add the following:
“(xiii) each Transaction that is not executed or traded on a trading facility, as defined in the Commodity Exchange Act, is subject to individual negotiation by the Parties; (xiv) all payments made or to be made by one Party to the other Party pursuant to this Agreement constitute “settlement payments”;
(xv) all transfers of Performance Assurance by one Party to the other Party under this Agreement constitute “margin payments”; and
(xvi) each Party’s rights under Section 5.2, Declaration of an Early Termination Date and Calculation of Settlement Amounts, and Section 5.3, Net Out of Settlement Amounts constitute a “contractual right to liquidate” Transactions.
(xvii) it is an “eligible commercial entity” within the meaning of Section 1a (17) of the Commodity Exchange Act, as amended by the Commodity Futures Modernization Act of 2000 (the “Commodity Exchange Act”);
“(xiii) it is an “eligible contract participant” within the meaning of Section 1a(18) of the Commodity Exchange Act.”
Item 2i
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Amended and Restated Master PPA - Constellation
10 31. Section 10.2(ix) shall be deleted in its entirety and replaced with the following:
“it is a “forward contract merchant” within the meaning of Title 11 of the United States Code, as amended (the “Bankruptcy Code”), all payments made or to be made by one Party to the other Party pursuant to this Agreement constitute a “settlement payment” within the meaning of the Bankruptcy Code, all transfers of Performance Assurance by one Party to the other Party under this Agreement constitute a “margin payment” within the meaning of the Bankruptcy Codes, each Party shall have the “contractual right” to terminate, liquidate, accelerate, or offset the transaction as a “master netting agreement participant” within the meaning of the Bankruptcy Code, electricity delivered hereunder constitutes a “good” under Section 503(b)(9) of the Bankruptcy Code, and the Parties are entities entitled to the rights under, and the protections afforded by Sections 362, 546, 553, 556, 560, 561 and 562 of the Bankruptcy Code.”

32. Section 10.5 shall be amended by deleting the words from the beginning of clause (ii) through the words prior to “provided, however” and replacing them with:
“(ii) transfer or assign this Agreement to an Affiliate of such Party so long as (x) such Affiliate’s creditworthiness is equal to or higher than that of such Party or the Guarantor, if any, for such Party, or (y) the obligations of such Affiliate are guaranteed by such Party or its Guarantor, if any, in accordance with a guaranty agreement in form and substance satisfactory to the other Party, and (iii) transfer or assign this Agreement to any person or entity succeeding to all or substantially all of the assets of such Party whose creditworthiness is equal to or higher than that of such Party or its Guarantor, if any”

33. Section 10.6 shall be amended by deleting the sentence “EACH PARTY WAIVES ITS

WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT

IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR

INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HEREBY (i)

CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER

PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER

PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, AND (ii) ACKNOWLEDGES THAT IT AND THE OTHER PARTY

HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. (b)

EACH PARTY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL

COURTS LOCATED IN SAN FRANCISCO, CALIFORNIA, FOR ANY ACTION OR

PROCEEDING RELATING TO THIS AGREEMENT OR ANY TRANSACTION, AND

EXPRESSLY WAIVES ANY OBJECTION IT MAY HAVE TO SUCH JURISDICTION OR THE CONVENIENCE OF SUCH FORUM.”
The Parties intend for the waiver in clause (a) above to be enforced to the fullest extent permitted under applicable law as in effect from time to time. To the extent that the waiver in clause (a) above is not enforceable at the time that any action or proceeding is filed in a court of the State of California by or against any Party in connection with any of the transactions contemplated by this Agreement, then (i) the court shall, and is hereby directed to, make a general reference pursuant to Item 2i
Attachment 3
Amended and Restated Master PPA - Constellation
11 California Code of Civil Procedure Section 638 to a referee (who shall be a single active or retired judge) to hear and determine all of the issues in such action or proceeding (whether of fact or of law) and to report a statement of decision, provided that at the option of any Party, any such issues pertaining to a “provisional remedy” as defined in California Code of Civil Procedure Section 1281.8 shall be heard and determined by the court, and (ii) the Parties shall share equally all fees and expenses of any referee appointed in such action or proceeding.”

34. In Section 10.6 change “NEW YORK” to “CALIFORNIA”

35. Section 10.7 shall be deleted in its entirety and replaced with the following:
“Notices. All notices, requests, statements or payments shall be made as specified in the Cover Sheet. Notices (other than scheduling requests) shall, unless otherwise specified herein, be in writing and may be delivered by hand delivery, United States mail, overnight courier service or email. Notice shall be effective upon actual receipt if received during the recipient’s normal business hours, or at the beginning of the recipient’s next business day after receipt if not received during the recipient’s normal business hours. A Party may change its addresses by providing notice of same in accordance herewith; provided, however, that changes to invoice, payment, wire transfer and other banking information on the Cover Sheet must be made in writing and delivered via certified mail or by a reputable overnight carrier, which shall include proof of sending the notice via a mailing receipt or a tracking number, and shall include contact information for an authorized person who is available by telephone to verify the authenticity of such requested changes to the Cover Sheet.”

36. Section 10.8 shall be amended by:
(i) adding at the end of the second to last sentence: “and the rights of either Party pursuant to (i) Article 5, (ii) Section 7.1, (iii) Section 10.11 (iv) Waiver of Jury Trial provisions, if applicable, (v) the obligation of either Party to make payments hereunder, (vi) Section 10.6 (vii) Section 10.13 and (viii) Section 10.14 shall also survive the termination of the Agreement or any Transaction.”; and
(ii) adding the following to the end thereof: “This Master Agreement may be signed in any number of counterparts with the same effect as if the signatures to counterparty were upon a single instrument. Delivery of an executed signature page, including one that is electronically signed, of this Master Agreement and any Confirmation by facsimile or electronic mail transmission shall be effective as delivery of a manually executed signature page.”

37. In Section 10.9 insert the words “copies of” after the word “examine” in line 2.

38. Section 10.10 shall be amended by adding the following after the last sentence of Section 10.10. “Each Party further agrees that, for the purposes of this Agreement, the other Party is not a “utility” as such term is used in 11 U.S.C. Section 366, and each Party waives and agrees not to assert the applicability of the provisions of 11 U.S.C. Section 366 in any bankruptcy proceeding wherein such Party is a debtor. In any such proceeding, each Party further waives the right to assert that the other Party is a provider of last resort.”

39. Section 10.11 shall be amended by adding the following:

Item 2i
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12 (i) the phrase “or the completed Cover Sheet to this Master Agreement” immediately before the phrase “to a third party” in line three;
(ii) the phrase “, or any such representatives of a Party’s Affiliates,” immediately after the phrase “counsel, accountants, or advisors” in line four; (iii) in the seventh line thereof, between the word “proceeding” and the semi-colon, which immediately follows, the words “applicable to such Party or any of its Affiliates”; and (iv) an additional sentence at the end of Section 10.11: “The Parties agree and acknowledge that nothing in this Section 10.11 prohibits a Party from disclosing any one or more of the commercial terms of a Transaction (other than the name of the other Party unless otherwise agreed to in writing by the Parties) to any industry price source for the purpose of aggregating and reporting such information in the form of a published energy price index.”; and
(v) the following at the end of the last sentence: “Party A and Party B acknowledge and agree that the Master Agreement and any Confirmations executed in connection therewith are subject to the requirements of the California Public Records Act (Government Code Section 7920 et seq.). Party B acknowledges that Party A may submit information to Party B that the other party considers confidential, proprietary, or trade secret information pursuant to the Uniform Trade Secrets Act (Cal. Civ. Code section 3426 et seq.), or otherwise protected from disclosure pursuant to an exemption to the California Public Records Act. Party A acknowledges that Party B may submit to Party A information that Party B considers confidential or proprietary or protected from disclosure pursuant to exemptions to the California Public Records Act. In order to designate information as confidential, the disclosing party must clearly stamp and identify the specific portion of the material designated with the word “Confidential.” The Parties agree not to over-designate material as confidential. Over-designation would include stamping whole agreements, entire pages or series of pages as Confidential that clearly contain information that is not confidential. Upon request or demand of any third person or entity not a party to this Agreement (“Requestor”) for production, inspection and/or copying of information designated by a Party as confidential information (such designated information, the “Confidential Information” and the disclosing Party, the “Disclosing Party”), the Party receiving such request (the “Receiving Party”) as soon as practical, shall notify the Disclosing Party that such request has been made so that Disclosing Party, at its sole expense, may seek an appropriate protective order or other appropriate remedy. The Disclosing Party shall be solely responsible, at its sole expense, for taking whatever legal steps are necessary to protect information deemed by it to be Confidential Information and to prevent release of information to the Requestor by the Receiving Party. If the Disclosing Party takes no such action after receiving the foregoing notice from the Receiving Party, the Receiving Party shall be permitted to comply with the Requestor’s demand and is not required to defend against it.”

40. The following Mobile-Sierra clause shall be added as Section 10.12:

10.12 Standard of Review/Modifications.
(a) Absent the prior mutual written agreement of all parties to the contrary, the standard of review for any proposed changes to the rates, terms, and/or conditions of service of this Agreement or any Transaction entered into Item 2i
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13 thereunder, whether proposed by a Party, a non-party or FERC acting sua sponte, shall be the Mobile Sierra “public interest” standard of review set forth in Morgan Stanley Capital Group Inc. v. Public Utility District No. 1 of Snohomish County, Nos. 06-1457, 128 S.Ct. 2733 (2008) and consistent with the order of the Supreme Court in NRG Power Marketing, LLC, et al., v. Maine Public Utilities Commission et al. No. 08-674, 130 S.Ct. 693 (2010) (“NRG Order”). As to all other persons, the Parties intend and agree that the same standard applies, to the maximum degree permitted under the NRG Order.”
(b) In addition, and notwithstanding the foregoing subsection (a), to the fullest extent permitted by applicable law, each Party, for itself and its successors and assigns, hereby expressly and irrevocably waives any rights it can or may have, now or in the future, whether under §§ 205 and/or 206 of the Federal Power Act or otherwise, to seek to obtain from FERC by any means, directly or indirectly (through complaint, investigation or otherwise), and each hereby covenants and agrees not at any time to seek to so obtain, an order from FERC changing any section of this Agreement specifying the rate, charge, classification, or other term or condition agreed to by the Parties, it being the express intent of the Parties that, to the fullest extent permitted by applicable law, neither Party shall unilaterally seek to obtain from FERC any relief changing the rate, charge, classification, or other term or condition of this Agreement, notwithstanding any subsequent changes in applicable law or market conditions that may occur. In the event it were to be determined that applicable law precludes the Parties from waiving their rights to seek changes from FERC to their market-based power sales contracts (including entering into covenants not to do so) then this subsection (b) shall not apply, provided that, consistent with the foregoing subsection (a), neither Party shall seek any such changes except solely under the “public interest” application of the “just and reasonable” standard of review and otherwise as set forth in the foregoing subsection (a).

41. The following shall be added as a new Section 10.13:
“Party B’s Deliveries. On the Effective Date and as a condition to the obligations of Party A under this Agreement, Party B shall provide to Party A a certificate, dated as of the Effective Date and signed by an authorized signatory of Party B, certifying as to the completeness and correctness of attached copies of (i) the deliveries of Party B under Section 3.4, and (ii) the incumbency and signatures of the signatories of Party B executing this Master Agreement and any Confirmations executed in connection herewith, and setting forth the name and signatures of employees of Party B with authority to act on behalf of Party B.”

42. The following shall be added as a new Section 10.14:
“Party A’s Deliveries. On the Effective Date and as a condition to the obligations of Party B under this Agreement, Party A shall provide to Party B a certificate, dated as of the Effective Date and signed by an authorized signatory of Party A, certifying as to the completeness and correctness of attached copies of (i) a certificate of good standing issued by the Pennsylvania Secretary of State as of a recent date, (ii) resolutions of the managers, members, or other governing body, as applicable, of Party A approving the execution, delivery and performance Item 2i
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14 of this Master Agreement and any Confirmations executed in connection therewith, and (iii) the incumbency and signatures of the signatories of Party A executing this Master Agreement and any Confirmations executed in connection herewith.”

43. The following shall be added as a new Section 10.15:
“Physical Transactions. The Parties understand and agree that the Transactions under this Agreement are physical transactions for deferred delivery, and that the Parties contemplate making or taking physical delivery of electric energy. Party B is a commercial entity engaged in the business of delivering electric energy to its retail load and routinely makes or takes delivery of electric energy in order to provide service to its retail electric customers.”

44. The following new Section shall be added as Section 10.16:
“Imaged Agreement. Any original executed Agreement, Confirmation or other related document may be photocopied and stored on computer tapes and disks (the “Imaged Agreement”). The Imaged Agreement, if introduced as evidenced on paper, the Confirmation, if introduced as evidence in automated facsimile form, the Recording, if introduced as evidence in its original form and as transcribed onto paper, and all computer records of the foregoing, if introduced as evidence in printed format, in any judicial, arbitration, mediation or administrative proceedings, will be admissible as between the Parties to the same extent and under the same conditions as other business records originated and maintained in documentary form. Neither Party shall object to the admissibility of the Recording, the Confirmation or the Imaged Agreement (or photocopies of the transcription of the Recording, the Confirmation or the Imaged Agreement) on the basis that such were not originated or maintained in documentary form under the hearsay rule, the best evidence rule or other rule of evidence.”

45. The following new Section shall be added as Section 10.17:
“Index Transactions. If the Contract Price for a Transaction is determined by reference to a third-party information source, then the following provisions shall be applicable to such Transaction:
(i) Market Disruption. If a Market Disruption Event occurs during a Determination Period, the Floating Price for the affected Trading Day(s) shall be determined by reference to the Floating Price specified in the Transaction for the first Trading Day thereafter on which no Market Disruption Event exists; provided, however, if the Floating Price is not so determined within three (3) Business Days after the first Trading Day on which the Market Disruption Event occurred or existed, then the Parties shall negotiate in good faith to agree on a Floating Price (or a method for determining a Floating Price), and if the Parties have not so agreed on or before the twelfth Business Day following the first Trading Day on which the Market Disruption Event occurred or existed, then the Floating Price shall be determined in good faith by taking the average of two dealer quotes obtained from dealers of the highest credit standing which satisfy all the criteria that the Seller applies generally at the time in deciding to offer or to make an extension of credit. Notwithstanding the foregoing and subject to time limitations set forth in Sub-Section (ii) below, if the Parties have determined a Floating Price pursuant to this Sub-Section (i) and at a later date the responsible Price Source announces or publishes the relevant Floating Price, then such Floating Price shall be treated as a corrected price pursuant to Sub-Section (ii) below.”
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15 “Determination Period” means each calendar month, a part or all of which, is within the Delivery Period of a Transaction.
“Exchange” means, in respect of a Transaction, the exchange or principal trading market specified in the relevant Transaction.
“Floating Price” means a Contract Price specified in a Transaction that is based upon a Price Source.
“Market Disruption Event” means, with respect to any Price Source, any of the following events: (a) the failure of the Price Source to announce or publish the specified Floating Price or information necessary for determining the Floating Price; (b) the failure of trading to commence or the permanent discontinuation or material suspension of trading in the relevant options contract or commodity on the Exchange or in the market specified for determining a Floating Price; (c) the temporary or permanent discontinuance or unavailability of the Price Source; (d) the temporary or permanent closing of any Exchange specified for determining a Floating Price; or (e) a material change in the formula for or the method of determining the Floating Price.
“Price Source” means, in respect of a Transaction, the publication (or such other origin of reference, including an Exchange) containing (or reporting) the specified price (or prices from which the specified price is calculated) specified in the relevant Transaction. “Trading Day” means a day in respect of which the relevant Price Source published the Floating Price.
(ii) Corrections to Published Prices. For purposes of determining a Floating Price for any day, if the price published or announced on a given day and used or to be used to determine a relevant price is subsequently corrected and the correction is published or announced by the person responsible for that publication or announcement within three (3) years of the original publication or announcement, either Party may notify the other Party of (i) that correction and (ii) the amount (if any) that is payable as a result of that correction. If, not later than thirty (30) days after publication or announcement of that correction, a Party gives notice that an amount is so payable, the Party that originally either received or retained such amount will, not later than three (3) Business Days after the effectiveness of that notice, pay, subject to any applicable conditions precedent, to the other Party that amount, together with interest at the Interest Rate for the period from and including the day on which payment originally was (or was not) made to but excluding the day of payment of the refund or payment resulting from that correction. (iii) Calculation of Floating Price. For purposes of calculating a Floating Price, all numbers shall be rounded to four (4) decimal places. If the fifth (5th) decimal number is five (5) or greater, then the fourth (4th) decimal number shall be increased by one (1), and if the fifth (5th) decimal number is less than five (5), then the fourth (4th) decimal number shall remain unchanged.”

46. The following new Section shall be added as Section 10.18:

CONSTELLATION ENERGY SILICON VALLEY CLEAN ENERGY
GENERATION, LLC AUTHORITY, a California joint powers
authority
By: By:

Name: Name:

Title: Title:

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GENERAL TERMS AND CONDITIONS
ARTICLE ONE: GENERAL DEFINITIONS

1.1. “Affiliate” means, with respect to any person, any other person (other than an individual) that, directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, such person. For this purpose, “control” means the direct or indirect ownership of fifty percent (50%) or more of the outstanding capital stock or other equity interests having ordinary voting power.

1.2. “Agreement” has the meaning set forth in the Cover Sheet.

1.3. “Bankrupt” means with respect to any entity, such entity (i) files a petition or otherwise commences, authorizes or acquiesces in the commencement of a proceeding or cause of action under any bankruptcy, insolvency, reorganization or similar law, or has any such petition filed or commenced against it, (ii) makes an assignment or any general arrangement for the benefit of creditors, (iii) otherwise becomes bankrupt or insolvent (however evidenced), (iv) has a liquidator, administrator, receiver, trustee, conservator or similar official appointed with respect to it or any substantial portion of its property or assets, or (v) is generally unable to pay its debts as they fall due.

1.4. “Business Day” means any day except a Saturday, Sunday, or a Federal Reserve Bank holiday. A Business Day shall open at 8:00 a.m. and close at 5:00 p.m. local time for the relevant Party’s principal place of business. The relevant Party, in each instance unless otherwise specified, shall be the Party from whom the notice, payment or delivery is being sent and by whom the notice or payment or delivery is to be received.

1.5. “Buyer” means the Party to a Transaction that is obligated to purchase and receive, or cause to be received, the Product, as specified in the Transaction.

1.6. “Call Option” means an Option entitling, but not obligating, the Option Buyer to purchase and receive the Product from the Option Seller at a price equal to the Strike Price for the Delivery Period for which the Option may be exercised, all as specified in the Transaction. Upon proper exercise of the Option by the Option Buyer, the Option Seller will be obligated to sell and deliver the Product for the Delivery Period for which the Option has been exercised.

1.7. “Claiming Party” has the meaning set forth in Section 3.3.

1.8. “Claims” means all third party claims or actions, threatened or filed and, whether groundless, false, fraudulent or otherwise, that directly or indirectly relate to the subject matter of an indemnity, and the resulting losses, damages, expenses, attorneys’ fees and court costs, whether incurred by settlement or otherwise, and whether such claims or actions are threatened or filed prior to or after the termination of this Agreement.

1.9. “Confirmation” has the meaning set forth in Section 2.3.

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1.10. “Contract Price” means the price in $U.S. (unless otherwise provided for) to be paid by Buyer to Seller for the purchase of the Product, as specified in the Transaction.

1.11. “Costs” means, with respect to the Non-Defaulting Party, brokerage fees, commissions and other similar third party transaction costs and expenses reasonably incurred by such Party either in terminating any arrangement pursuant to which it has hedged its obligations or entering into new arrangements which replace a Terminated Transaction; and all reasonable attorneys’ fees and expenses incurred by the Non-Defaulting Party in connection with the termination of a Transaction.

1.12. “Credit Rating” means, with respect to any entity, the rating then assigned to such entity’s unsecured, senior long-term debt obligations (not supported by third party credit enhancements) or if such entity does not have a rating for its senior unsecured long-term debt, then the rating then assigned to such entity as an issues rating by S&P, Moody’s or any other rating agency agreed by the Parties as set forth in the Cover Sheet.

1.13. “Cross Default Amount” means the cross default amount, if any, set forth in the Cover Sheet for a Party.

1.14. “Defaulting Party” has the meaning set forth in Section 5.1.

1.15. “Delivery Period” means the period of delivery for a Transaction, as specified in the Transaction.

1.16. “Delivery Point” means the point at which the Product will be delivered and received, as specified in the Transaction.

1.17. “Downgrade Event” has the meaning set forth on the Cover Sheet.

1.18. “Early Termination Date” has the meaning set forth in Section 5.2.

1.19. “Effective Date” has the meaning set forth on the Cover Sheet.

1.20. “Equitable Defenses” means any bankruptcy, insolvency, reorganization and other laws affecting creditors’ rights generally, and with regard to equitable remedies, the discretion of the court before which proceedings to obtain same may be pending.

1.21. “Event of Default” has the meaning set forth in Section 5.1.

1.22. “FERC” means the Federal Energy Regulatory Commission or any successor government agency.

1.23. “Force Majeure” means an event or circumstance which prevents one Party from performing its obligations under one or more Transactions, which event or circumstance was not anticipated as of the date the Transaction was agreed to, which is not within the reasonable control of, or the result of the negligence of, the Claiming Party, and which, by the exercise of due Item 2i
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diligence, the Claiming Party is unable to overcome or avoid or cause to be avoided. Force Majeure shall not be based on (i) the loss of Buyer’s markets; (ii) Buyer’s inability economically to use or resell the Product purchased hereunder; (iii) the loss or failure of Seller’s supply; or (iv) Seller’s ability to sell the Product at a price greater than the Contract Price. Neither Party may raise a claim of Force Majeure based in whole or in part on curtailment by a Transmission Provider unless (i) such Party has contracted for firm transmission with a Transmission Provider for the Product to be delivered to or received at the Delivery Point and (ii) such curtailment is due to “force majeure” or “uncontrollable force” or a similar term as defined under the Transmission Provider’s tariff; provided, however, that existence of the foregoing factors shall not be sufficient to conclusively or presumptively prove the existence of a Force Majeure absent a showing of other facts and circumstances which in the aggregate with such factors establish that a Force Majeure as defined in the first sentence hereof has occurred. The applicability of Force Majeure to the Transaction is governed by the terms of the Products and Related Definitions contained in Schedule P.

1.24. “Gains” means, with respect to any Party, an amount equal to the present value of the economic benefit to it, if any (exclusive of Costs), resulting from the termination of a Terminated Transaction, determined in a commercially reasonable manner.

1.25. “Guarantor” means, with respect to a Party, the guarantor, if any, specified for such Party on the Cover Sheet.

1.26. “Interest Rate” means, for any date, the lesser of (a) the per annum rate of interest equal to the prime lending rate as may from time to time be published in The Wall Street Journal under “Money Rates” on such day (or if not published on such day on the most recent preceding day on which published), plus two percent (2%) and (b) the maximum rate permitted by applicable law.

1.27. “Letter(s) of Credit” means one or more irrevocable, transferable standby letters of credit issued by a U.S. commercial bank or a foreign bank with a U.S. branch with such bank having a credit rating of at least A- from S&P or A3 from Moody’s, in a form acceptable to the Party in whose favor the letter of credit is issued. Costs of a Letter of Credit shall be borne by the applicant for such Letter of Credit.

1.28. “Losses” means, with respect to any Party, an amount equal to the present value of the economic loss to it, if any (exclusive of Costs), resulting from termination of a Terminated Transaction, determined in a commercially reasonable manner.

1.29. “Master Agreement” has the meaning set forth on the Cover Sheet.

1.30. “Moody’s” means Moody’s Investor Services, Inc. or its successor.

1.31. “NERC Business Day” means any day except a Saturday, Sunday or a holiday as defined by the North American Electric Reliability Council or any successor organization thereto.

A NERC Business Day shall open at 8:00 a.m. and close at 5:00 p.m. local time for the relevant Party’s principal place of business. The relevant Party, in each instance unless otherwise specified, Item 2i
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shall be the Party from whom the notice, payment or delivery is being sent and by whom the notice or payment or delivery is to be received.

1.32. “Non-Defaulting Party” has the meaning set forth in Section 5.2.

1.33. “Offsetting Transactions” mean any two or more outstanding Transactions, having the same or overlapping Delivery Period(s), Delivery Point and payment date, where under one or more of such Transactions, one Party is the Seller, and under the other such Transaction(s), the same Party is the Buyer.

1.34. “Option” means the right but not the obligation to purchase or sell a Product as specified in a Transaction.

1.35. “Option Buyer” means the Party specified in a Transaction as the purchaser of an option, as defined in Schedule P.

1.36. “Option Seller” means the Party specified in a Transaction as the seller of an option , as defined in Schedule P.

1.37. “Party A Collateral Threshold” means the collateral threshold, if any, set forth in the Cover Sheet for Party A.

1.38. “Party B Collateral Threshold” means the collateral threshold, if any, set forth in the Cover Sheet for Party B.

1.39. “Party A Independent Amount” means the amount , if any, set forth in the Cover Sheet for Party A.

1.40. “Party B Independent Amount” means the amount , if any, set forth in the Cover Sheet for Party B.

1.41. “Party A Rounding Amount” means the amount, if any, set forth in the Cover Sheet for Party A.

1.42. “Party B Rounding Amount” means the amount, if any, set forth in the Cover Sheet for Party B.

1.43. “Party A Tariff” means the tariff, if any, specified in the Cover Sheet for Party A.

1.44. “Party B Tariff” means the tariff, if any, specified in the Cover Sheet for Party B.

1.45. “Performance Assurance” means collateral in the form of either cash, Letter(s) of Credit, or other security acceptable to the Requesting Party.

1.46. “Potential Event of Default” means an event which, with notice or passage of time or both, would constitute an Event of Default.

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1.47. “Product” means electric capacity, energy or other product(s) related thereto as specified in a Transaction by reference to a Product listed in Schedule P hereto or as otherwise specified by the Parties in the Transaction.

1.48. “Put Option” means an Option entitling, but not obligating, the Option Buyer to sell and deliver the Product to the Option Seller at a price equal to the Strike Price for the Delivery Period for which the option may be exercised, all as specified in a Transaction. Upon proper exercise of the Option by the Option Buyer, the Option Seller will be obligated to purchase and receive the Product.

1.49. “Quantity” means that quantity of the Product that Seller agrees to make available or sell and deliver, or cause to be delivered, to Buyer, and that Buyer agrees to purchase and receive, or cause to be received, from Seller as specified in the Transaction.

1.50. “Recording” has the meaning set forth in Section 2.4.

1.51. “Replacement Price” means the price at which Buyer, acting in a commercially reasonable manner, purchases at the Delivery Point a replacement for any Product specified in a Transaction but not delivered by Seller, plus (i) costs reasonably incurred by Buyer in purchasing such substitute Product and (ii) additional transmission charges, if any, reasonably incurred by Buyer to the Delivery Point, or at Buyer’s option, the market price at the Delivery Point for such Product not delivered as determined by Buyer in a commercially reasonable manner; provided, however, in no event shall such price include any penalties, ratcheted demand or similar charges, nor shall Buyer be required to utilize or change its utilization of its owned or controlled assets or market positions to minimize Seller’s liability. For the purposes of this definition, Buyer shall be considered to have purchased replacement Product to the extent Buyer shall have entered into one or more arrangements in a commercially reasonable manner whereby Buyer repurchases its obligation to sell and deliver the Product to another party at the Delivery Point.

1.52. “S&P” means the Standard & Poor’s Rating Group (a division of McGraw-Hill, Inc.) or its successor.

1.53. “Sales Price” means the price at which Seller, acting in a commercially reasonable manner, resells at the Delivery Point any Product not received by Buyer, deducting from such proceeds any (i) costs reasonably incurred by Seller in reselling such Product and (ii) additional transmission charges, if any, reasonably incurred by Seller in delivering such Product to the third party purchasers, or at Seller’s option, the market price at the Delivery Point for such Product not received as determined by Seller in a commercially reasonable manner; provided, however, in no event shall such price include any penalties, ratcheted demand or similar charges, nor shall Seller be required to utilize or change its utilization of its owned or controlled assets, including contractual assets, or market positions to minimize Buyer’s liability. For purposes of this definition, Seller shall be considered to have resold such Product to the extent Seller shall have entered into one or more arrangements in a commercially reasonable manner whereby Seller repurchases its obligation to purchase and receive the Product from another party at the Delivery Point.

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1.54. “Schedule” or “Scheduling” means the actions of Seller, Buyer and/or their designated representatives, including each Party’s Transmission Providers, if applicable, of notifying, requesting and confirming to each other the quantity and type of Product to be delivered on any given day or days during the Delivery Period at a specified Delivery Point.

1.55. “Seller” means the Party to a Transaction that is obligated to sell and deliver, or cause to be delivered, the Product, as specified in the Transaction.

1.56. “Settlement Amount” means, with respect to a Transaction and the Non-Defaulting Party, the Losses or Gains, and Costs, expressed in U.S. Dollars, which such party incurs as a result of the liquidation of a Terminated Transaction pursuant to Section 5.2.

1.57. “Strike Price” means the price to be paid for the purchase of the Product pursuant to an Option.

1.58. “Terminated Transaction” has the meaning set forth in Section 5.2.

1.59. “Termination Payment” has the meaning set forth in Section 5.3.

1.60. “Transaction” means a particular transaction agreed to by the Parties relating to the sale and purchase of a Product pursuant to this Master Agreement.

1.61. “Transmission Provider” means any entity or entities transmitting or transporting the Product on behalf of Seller or Buyer to or from the Delivery Point in a particular Transaction.

ARTICLE TWO: TRANSACTION TERMS AND CONDITIONS

2.1 Transactions. A Transaction shall be entered into upon agreement of the Parties orally or, if expressly required by either Party with respect to a particular Transaction, in writing, including an electronic means of communication. Each Party agrees not to contest, or assert any defense to, the validity or enforceability of the Transaction entered into in accordance with this Master Agreement (i) based on any law requiring agreements to be in writing or to be signed by the parties, or (ii) based on any lack of authority of the Party or any lack of authority of any employee of the Party to enter into a Transaction.

2.2. Governing Terms. Unless otherwise specifically agreed, each Transaction between the Parties shall be governed by this Master Agreement. This Master Agreement (including all exhibits, schedules and any written supplements hereto), , the Party A Tariff, if any, and the Party B Tariff, if any, any designated collateral, credit support or margin agreement or similar arrangement between the Parties and all Transactions (including any Confirmations accepted in accordance with Section 2.3) shall form a single integrated agreement between the Parties. Any inconsistency between any terms of this Master Agreement and any terms of the Transaction shall be resolved in favor of the terms of such Transaction.

2.3. Confirmation. Seller may confirm a Transaction by forwarding to Buyer by facsimile within three (3) Business Days after the Transaction is entered into a confirmation (“Confirmation”) substantially in the form of Exhibit A. If Buyer objects to any term(s) of such Item 2i
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Confirmation, Buyer shall notify Seller in writing of such objections within two (2) Business Days of Buyer’s receipt thereof, failing which Buyer shall be deemed to have accepted the terms as sent.

If Seller fails to send a Confirmation within three (3) Business Days after the Transaction is entered into, a Confirmation substantially in the form of Exhibit A, may be forwarded by Buyer to Seller.

If Seller objects to any term(s) of such Confirmation, Seller shall notify Buyer of such objections within two (2) Business Days of Seller’s receipt thereof, failing which Seller shall be deemed to have accepted the terms as sent. If Seller and Buyer each send a Confirmation and neither Party objects to the other Party’s Confirmation within two (2) Business Days of receipt, Seller’s Confirmation shall be deemed to be accepted and shall be the controlling Confirmation, unless (i) Seller’s Confirmation was sent more than three (3) Business Days after the Transaction was entered into and (ii) Buyer’s Confirmation was sent prior to Seller’s Confirmation, in which case Buyer’s Confirmation shall be deemed to be accepted and shall be the controlling Confirmation. Failure by either Party to send or either Party to return an executed Confirmation or any objection by either Party shall not invalidate the Transaction agreed to by the Parties.

2.4. Additional Confirmation Terms. If the Parties have elected on the Cover Sheet to make this Section 2.4 applicable to this Master Agreement, when a Confirmation contains provisions, other than those provisions relating to the commercial terms of the Transaction (e.g., price or special transmission conditions), which modify or supplement the general terms and conditions of this Master Agreement (e.g., arbitration provisions or additional representations and warranties), such provisions shall not be deemed to be accepted pursuant to Section 2.3 unless agreed to either orally or in writing by the Parties; provided that the foregoing shall not invalidate any Transaction agreed to by the Parties.

2.5. Recording. Unless a Party expressly objects to a Recording (defined below) at the beginning of a telephone conversation, each Party consents to the creation of a tape or electronic recording (“Recording”) of all telephone conversations between the Parties to this Master Agreement, and that any such Recordings will be retained in confidence, secured from improper access, and may be submitted in evidence in any proceeding or action relating to this Agreement.

Each Party waives any further notice of such monitoring or recording, and agrees to notify its officers and employees of such monitoring or recording and to obtain any necessary consent of such officers and employees. The Recording, and the terms and conditions described therein, if admissible, shall be the controlling evidence for the Parties’ agreement with respect to a particular Transaction in the event a Confirmation is not fully executed (or deemed accepted) by both Parties.

Upon full execution (or deemed acceptance) of a Confirmation, such Confirmation shall control in the event of any conflict with the terms of a Recording, or in the event of any conflict with the terms of this Master Agreement.

ARTICLE THREE: OBLIGATIONS AND DELIVERIES

3.1. Seller’s and Buyer’s Obligations. With respect to each Transaction, Seller shall sell and deliver, or cause to be delivered, and Buyer shall purchase and receive, or cause to be received, the Quantity of the Product at the Delivery Point, and Buyer shall pay Seller the Contract Price; provided, however, with respect to Options, the obligations set forth in the preceding sentence shall only arise if the Option Buyer exercises its Option in accordance with its terms. Seller shall be responsible for any costs or charges imposed on or associated with the Product or its delivery of Item 2i
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the Product up to the Delivery Point. Buyer shall be responsible for any costs or charges imposed on or associated with the Product or its receipt at and from the Delivery Point.

3.2. Transmission and Scheduling. Seller shall arrange and be responsible for transmission service to the Delivery Point and shall Schedule or arrange for Scheduling services with its Transmission Providers, as specified by the Parties in the Transaction, or in the absence thereof, in accordance with the practice of the Transmission Providers, to deliver the Product to the Delivery Point. Buyer shall arrange and be responsible for transmission service at and from the Delivery Point and shall Schedule or arrange for Scheduling services with its Transmission Providers to receive the Product at the Delivery Point.

3.3. Force Majeure. To the extent either Party is prevented by Force Majeure from carrying out, in whole or part, its obligations under the Transaction and such Party (the “Claiming Party”) gives notice and details of the Force Majeure to the other Party as soon as practicable, then, unless the terms of the Product specify otherwise, the Claiming Party shall be excused from the performance of its obligations with respect to such Transaction (other than the obligation to make payments then due or becoming due with respect to performance prior to the Force Majeure). The Claiming Party shall remedy the Force Majeure with all reasonable dispatch. The non-Claiming Party shall not be required to perform or resume performance of its obligations to the Claiming Party corresponding to the obligations of the Claiming Party excused by Force Majeure.

ARTICLE FOUR: REMEDIES FOR FAILURE TO DELIVER/RECEIVE

4.1. Seller Failure. If Seller fails to schedule and/or deliver all or part of the Product pursuant to a Transaction, and such failure is not excused under the terms of the Product or by Buyer’s failure to perform, then Seller shall pay Buyer, on the date payment would otherwise be due in respect of the month in which the failure occurred or, if “Accelerated Payment of Damages” is specified on the Cover Sheet, within five (5) Business Days of invoice receipt, an amount for such deficiency equal to the positive difference, if any, obtained by subtracting the Contract Price from the Replacement Price. The invoice for such amount shall include a written statement explaining in reasonable detail the calculation of such amount.

4.2. Buyer Failure. If Buyer fails to schedule and/or receive all or part of the Product pursuant to a Transaction and such failure is not excused under the terms of the Product or by Seller’s failure to perform, then Buyer shall pay Seller, on the date payment would otherwise be due in respect of the month in which the failure occurred or, if “Accelerated Payment of Damages” is specified on the Cover Sheet, within five (5) Business Days of invoice receipt, an amount for such deficiency equal to the positive difference, if any, obtained by subtracting the Sales Price from the Contract Price. The invoice for such amount shall include a written statement explaining in reasonable detail the calculation of such amount.

ARTICLE FIVE: EVENTS OF DEFAULT; REMEDIES

5.1. Events of Default. An “Event of Default” shall mean, with respect to a Party (a “Defaulting Party”), the occurrence of any of the following:

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(a) the failure to make, when due, any payment required pursuant to this Agreement if such failure is not remedied within three (3) Business Days after written notice;
(b) any representation or warranty made by such Party herein is false or misleading in any material respect when made or when deemed made or repeated;
(c) the failure to perform any material covenant or obligation set forth in this Agreement (except to the extent constituting a separate Event of Default, and except for such Party’s obligations to deliver or receive the Product, the exclusive remedy for which is provided in Article Four) if such failure is not remedied within three (3) Business Days after written notice; (d) such Party becomes Bankrupt;
(e) the failure of such Party to satisfy the creditworthiness/collateral requirements agreed to pursuant to Article Eight hereof; (f) such Party consolidates or amalgamates with, or merges with or into, or transfers all or substantially all of its assets to, another entity and, at the time of such consolidation, amalgamation, merger or transfer, the resulting, surviving or transferee entity fails to assume all the obligations of such Party under this Agreement to which it or its predecessor was a party by operation of law or pursuant to an agreement reasonably satisfactory to the other Party; (g) if the applicable cross default section in the Cover Sheet is indicated for such Party, the occurrence and continuation of (i) a default, event of default or other similar condition or event in respect of such Party or any other party specified in the Cover Sheet for such Party under one or more agreements or instruments, individually or collectively, relating to indebtedness for borrowed money in an aggregate amount of not less than the applicable Cross Default Amount (as specified in the Cover Sheet), which results in such indebtedness becoming, or becoming capable at such time of being declared, immediately due and payable or (ii) a default by such Party or any other party specified in the Cover Sheet for such Party in making on the due date therefor one or more payments, individually or collectively, in an aggregate amount of not less than the applicable Cross Default Amount (as specified in the Cover Sheet);
(h) with respect to such Party’s Guarantor, if any:
(i) if any representation or warranty made by a Guarantor in connection with this Agreement is false or misleading in any material respect when made or when deemed made or repeated;
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(ii) the failure of a Guarantor to make any payment required or to perform any other material covenant or obligation in any guaranty made in connection with this Agreement and such failure shall not be remedied within three (3) Business Days after written notice; (iii) a Guarantor becomes Bankrupt;
(iv) the failure of a Guarantor’s guaranty to be in full force and effect for purposes of this Agreement (other than in accordance with its terms) prior to the satisfaction of all obligations of such Party under each Transaction to which such guaranty shall relate without the written consent of the other Party; or
(v) a Guarantor shall repudiate, disaffirm, disclaim, or reject, in whole or in part, or challenge the validity of any guaranty.

5.2. Declaration of an Early Termination Date and Calculation of Settlement Amounts.

If an Event of Default with respect to a Defaulting Party shall have occurred and be continuing, the other Party (the “Non-Defaulting Party”) shall have the right (i) to designate a day, no earlier than the day such notice is effective and no later than 20 days after such notice is effective, as an early termination date (“Early Termination Date”) to accelerate all amounts owing between the Parties and to liquidate and terminate all, but not less than all, Transactions (each referred to as a “Terminated Transaction”) between the Parties, (ii) withhold any payments due to the Defaulting Party under this Agreement and (iii) suspend performance. The Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Settlement Amount for each such Terminated Transaction as of the Early Termination Date (or, to the extent that in the reasonable opinion of the Non-Defaulting Party certain of such Terminated Transactions are commercially impracticable to liquidate and terminate or may not be liquidated and terminated under applicable law on the Early Termination Date, as soon thereafter as is reasonably practicable).

5.3. Net Out of Settlement Amounts. The Non-Defaulting Party shall aggregate all Settlement Amounts into a single amount by: netting out (a) all Settlement Amounts that are due to the Defaulting Party, plus, at the option of the Non-Defaulting Party, any cash or other form of security then available to the Non-Defaulting Party pursuant to Article Eight, plus any or all other amounts due to the Defaulting Party under this Agreement against (b) all Settlement Amounts that are due to the Non-Defaulting Party, plus any or all other amounts due to the Non-Defaulting Party under this Agreement, so that all such amounts shall be netted out to a single liquidated amount (the “Termination Payment”) payable by one Party to the other. The Termination Payment shall be due to or due from the Non-Defaulting Party as appropriate.

5.4. Notice of Payment of Termination Payment. As soon as practicable after a liquidation, notice shall be given by the Non-Defaulting Party to the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is due to or due from the Non-Defaulting Party. The notice shall include a written statement explaining in reasonable detail the calculation of such amount. The Termination Payment shall be made by the Party that owes it within two (2) Business Days after such notice is effective.

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5.5. Disputes With Respect to Termination Payment. If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within two (2) Business Days of receipt of Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute; provided, however, that if the Termination Payment is due from the Defaulting Party, the Defaulting Party shall first transfer Performance Assurance to the Non-Defaulting Party in an amount equal to the Termination Payment.

5.6. Closeout Setoffs.

Option A: After calculation of a Termination Payment in accordance with Section 5.3, if the Defaulting Party would be owed the Termination Payment, the Non-Defaulting Party shall be entitled, at its option and in its discretion, to (i) set off against such Termination Payment any amounts due and owing by the Defaulting Party to the Non-Defaulting Party under any other agreements, instruments or undertakings between the Defaulting Party and the Non-Defaulting Party and/or (ii) to the extent the Transactions are not yet liquidated in accordance with Section 5.2, withhold payment of the Termination Payment to the Defaulting Party. The remedy provided for in this Section shall be without prejudice and in addition to any right of setoff, combination of accounts, lien or other right to which any Party is at any time otherwise entitled (whether by operation of law, contract or otherwise).

Option B: After calculation of a Termination Payment in accordance with Section 5.3, if the Defaulting Party would be owed the Termination Payment, the Non-Defaulting Party shall be entitled, at its option and in its discretion, to (i) set off against such Termination Payment any amounts due and owing by the Defaulting Party or any of its Affiliates to the Non-Defaulting Party or any of its Affiliates under any other agreements, instruments or undertakings between the Defaulting Party or any of its Affiliates and the Non-Defaulting Party or any of its Affiliates and/or (ii) to the extent the Transactions are not yet liquidated in accordance with Section 5.2, withhold payment of the Termination Payment to the Defaulting Party. The remedy provided for in this Section shall be without prejudice and in addition to any right of setoff, combination of accounts, lien or other right to which any Party is at any time otherwise entitled (whether by operation of law, contract or otherwise).

Option C: Neither Option A nor B shall apply.

5.7. Suspension of Performance. Notwithstanding any other provision of this Master Agreement, if (a) an Event of Default or (b) a Potential Event of Default shall have occurred and be continuing, the Non-Defaulting Party, upon written notice to the Defaulting Party, shall have the right (i) to suspend performance under any or all Transactions; provided, however, in no event shall any such suspension continue for longer than ten (10) NERC Business Days with respect to any single Transaction unless an early Termination Date shall have been declared and notice thereof pursuant to Section 5.2 given, and (ii) to the extent an Event of Default shall have occurred and be continuing to exercise any remedy available at law or in equity.

ARTICLE SIX: PAYMENT AND NETTING

6.1. Billing Period. Unless otherwise specifically agreed upon by the Parties in a Transaction, the calendar month shall be the standard period for all payments under this Agreement (other than Termination Payments and, if “Accelerated Payment of Damages” is specified by the Parties in the Cover Sheet, payments pursuant to Section 4.1 or 4.2 and Option premium payments Item 2i
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pursuant to Section 6.7). As soon as practicable after the end of each month, each Party will render to the other Party an invoice for the payment obligations, if any, incurred hereunder during the preceding month.

6.2. Timeliness of Payment. Unless otherwise agreed by the Parties in a Transaction, all invoices under this Master Agreement shall be due and payable in accordance with each Party’s invoice instructions on or before the later of the twentieth (20th) day of each month, or tenth (10th) day after receipt of the invoice or, if such day is not a Business Day, then on the next Business Day.

Each Party will make payments by electronic funds transfer, or by other mutually agreeable method(s), to the account designated by the other Party. Any amounts not paid by the due date will be deemed delinquent and will accrue interest at the Interest Rate, such interest to be calculated from and including the due date to but excluding the date the delinquent amount is paid in full.

6.3. Disputes and Adjustments of Invoices. A Party may, in good faith, dispute the correctness of any invoice or any adjustment to an invoice, rendered under this Agreement or adjust any invoice for any arithmetic or computational error within twelve (12) months of the date the invoice, or adjustment to an invoice, was rendered. In the event an invoice or portion thereof, or any other claim or adjustment arising hereunder, is disputed, payment of the undisputed portion of the invoice shall be required to be made when due, with notice of the objection given to the other Party. Any invoice dispute or invoice adjustment shall be in writing and shall state the basis for the dispute or adjustment. Payment of the disputed amount shall not be required until the dispute is resolved. Upon resolution of the dispute, any required payment shall be made within two (2) Business Days of such resolution along with interest accrued at the Interest Rate from and including the due date to but excluding the date paid. Inadvertent overpayments shall be returned upon request or deducted by the Party receiving such overpayment from subsequent payments, with interest accrued at the Interest Rate from and including the date of such overpayment to but excluding the date repaid or deducted by the Party receiving such overpayment. Any dispute with respect to an invoice is waived unless the other Party is notified in accordance with this Section 6.3 within twelve (12) months after the invoice is rendered or any specific adjustment to the invoice is made. If an invoice is not rendered within twelve (12) months after the close of the month during which performance of a Transaction occurred, the right to payment for such performance is waived.

6.4. Netting of Payments. The Parties hereby agree that they shall discharge mutual debts and payment obligations due and owing to each other on the same date pursuant to all Transactions through netting, in which case all amounts owed by each Party to the other Party for the purchase and sale of Products during the monthly billing period under this Master Agreement, including any related damages calculated pursuant to Article Four (unless one of the Parties elects to accelerate payment of such amounts as permitted by Article Four), interest, and payments or credits, shall be netted so that only the excess amount remaining due shall be paid by the Party who owes it.

6.5. Payment Obligation Absent Netting. If no mutual debts or payment obligations exist and only one Party owes a debt or obligation to the other during the monthly billing period, including, but not limited to, any related damage amounts calculated pursuant to Article Four, interest, and payments or credits, that Party shall pay such sum in full when due.

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6.6. Security. Unless the Party benefiting from Performance Assurance or a guaranty notifies the other Party in writing, and except in connection with a liquidation and termination in accordance with Article Five, all amounts netted pursuant to this Article Six shall not take into account or include any Performance Assurance or guaranty which may be in effect to secure a Party’s performance under this Agreement.

6.7. Payment for Options. The premium amount for the purchase of an Option shall be paid within two (2) Business Days of receipt of an invoice from the Option Seller. Upon exercise of an Option, payment for the Product underlying such Option shall be due in accordance with Section 6.1.

6.8. Transaction Netting. If the Parties enter into one or more Transactions, which in conjunction with one or more other outstanding Transactions, constitute Offsetting Transactions, then all such Offsetting Transactions may by agreement of the Parties, be netted into a single Transaction under which:
(a) the Party obligated to deliver the greater amount of Energy will deliver the difference between the total amount it is obligated to deliver and the total amount to be delivered to it under the Offsetting Transactions, and (b) the Party owing the greater aggregate payment will pay the net difference owed between the Parties.

Each single Transaction resulting under this Section shall be deemed part of the single, indivisible contractual arrangement between the parties, and once such resulting Transaction occurs, outstanding obligations under the Offsetting Transactions which are satisfied by such offset shall terminate.

ARTICLE SEVEN: LIMITATIONS

7.1 Limitation of Remedies, Liability and Damages. EXCEPT AS SET FORTH

HEREIN, THERE IS NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A

PARTICULAR PURPOSE, AND ANY AND ALL IMPLIED WARRANTIES ARE DISCLAIMED. THE PARTIES CONFIRM THAT THE EXPRESS REMEDIES AND

MEASURES OF DAMAGES PROVIDED IN THIS AGREEMENT SATISFY THE ESSENTIAL PURPOSES HEREOF. FOR BREACH OF ANY PROVISION FOR WHICH AN EXPRESS

REMEDY OR MEASURE OF DAMAGES IS PROVIDED, SUCH EXPRESS REMEDY OR

MEASURE OF DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY, THE OBLIGOR’S LIABILITY SHALL BE LIMITED AS SET FORTH IN SUCH PROVISION AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED. IF NO

REMEDY OR MEASURE OF DAMAGES IS EXPRESSLY PROVIDED HEREIN OR IN A TRANSACTION, THE OBLIGOR’S LIABILITY SHALL BE LIMITED TO DIRECT ACTUAL

DAMAGES ONLY, SUCH DIRECT ACTUAL DAMAGES SHALL BE THE SOLE AND

EXCLUSIVE REMEDY AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED. UNLESS EXPRESSLY HEREIN PROVIDED, NEITHER PARTY

SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR

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DAMAGES, BY STATUTE, IN TORT OR CONTRACT, UNDER ANY INDEMNITY PROVISION OR OTHERWISE. IT IS THE INTENT OF THE PARTIES THAT THE

LIMITATIONS HEREIN IMPOSED ON REMEDIES AND THE MEASURE OF DAMAGES BE

WITHOUT REGARD TO THE CAUSE OR CAUSES RELATED THERETO, INCLUDING THE

NEGLIGENCE OF ANY PARTY, WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT, OR ACTIVE OR PASSIVE. TO THE EXTENT ANY DAMAGES REQUIRED

TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT

THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, OR OTHERWISE

OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES

CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION OF THE HARM OR LOSS.

ARTICLE EIGHT: CREDIT AND COLLATERAL REQUIREMENTS

8.1 Party A Credit Protection. The applicable credit and collateral requirements shall be as specified on the Cover Sheet. If no option in Section 8.1(a) is specified on the Cover Sheet, Section 8.l(a) Option C shall apply exclusively. If none of Sections 8.1(b), 8.1(c) or 8.1(d) are specified on the Cover Sheet, Section 8.1(b) shall apply exclusively. (a) Financial Information. Option A: If requested by Party A, Party B shall deliver (i) within 120 days following the end of each fiscal year, a copy of Party B’s annual report containing audited consolidated financial statements for such fiscal year and (ii) within 60 days after the end of each of its first three fiscal quarters of each fiscal year, a copy of Party B’s quarterly report containing unaudited consolidated financial statements for such fiscal quarter. In all cases the statements shall be for the most recent accounting period and prepared in accordance with generally accepted accounting principles; provided, however, that should any such statements not be available on a timely basis due to a delay in preparation or certification, such delay shall not be an Event of Default so long as Party B diligently pursues the preparation, certification and delivery of the statements.

Option B: If requested by Party A, Party B shall deliver (i) within 120 days following the end of each fiscal year, a copy of the annual report containing audited consolidated financial statements for such fiscal year for the party(s) specified on the Cover Sheet and (ii) within 60 days after the end of each of its first three fiscal quarters of each fiscal year, a copy of quarterly report containing unaudited consolidated financial statements for such fiscal quarter for the party(s) specified on the Cover Sheet. In all cases the statements shall be for the most recent accounting period and shall be prepared in accordance with generally accepted accounting principles; provided, however, that should any such statements not be available on a timely basis due to a delay in preparation or certification, such delay shall not be an Event of Default so long as the relevant entity diligently pursues the preparation, certification and delivery of the statements.

Option C: Party A may request from Party B the information specified in the Cover Sheet.

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(b) Credit Assurances. If Party A has reasonable grounds to believe that Party B’s creditworthiness or performance under this Agreement has become unsatisfactory, Party A will provide Party B with written notice requesting Performance Assurance in an amount determined by Party A in a commercially reasonable manner. Upon receipt of such notice Party B shall have three (3) Business Days to remedy the situation by providing such Performance Assurance to Party A. In the event that Party B fails to provide such Performance Assurance, or a guaranty or other credit assurance acceptable to Party A within three (3) Business Days of receipt of notice, then an Event of Default under Article Five will be deemed to have occurred and Party A will be entitled to the remedies set forth in Article Five of this Master Agreement.
(c) Collateral Threshold. If at any time and from time to time during the term of this Agreement (and notwithstanding whether an Event of Default has occurred), the Termination Payment that would be owed to Party A plus Party B’s Independent Amount, if any, exceeds the Party B Collateral Threshold, then Party A, on any Business Day, may request that Party B provide Performance Assurance in an amount equal to the amount by which the Termination Payment plus Party B’s Independent Amount, if any, exceeds the Party B Collateral Threshold (rounding upwards for any fractional amount to the next Party B Rounding Amount) (“Party B Performance Assurance”), less any Party B Performance Assurance already posted with Party A. Such Party B Performance Assurance shall be delivered to Party A within three (3) Business Days of the date of such request. On any Business Day (but no more frequently than weekly with respect to Letters of Credit and daily with respect to cash), Party B, at its sole cost, may request that such Party B Performance Assurance be reduced correspondingly to the amount of such excess Termination Payment plus Party B’s Independent Amount, if any, (rounding upwards for any fractional amount to the next Party B Rounding Amount). In the event that Party B fails to provide Party B Performance Assurance pursuant to the terms of this Article Eight within three (3) Business Days, then an Event of Default under Article Five shall be deemed to have occurred and Party A will be entitled to the remedies set forth in Article Five of this Master Agreement.

For purposes of this Section 8.1(c), the calculation of the Termination Payment shall be calculated pursuant to Section 5.3 by Party A as if all outstanding Transactions had been liquidated, and in addition thereto, shall include all amounts owed but not yet paid by Party B to Party A, whether or not such amounts are due, for performance already provided pursuant to any and all Transactions.
(d) Downgrade Event. If at any time there shall occur a Downgrade Event in respect of Party B, then Party A may require Party B to provide Performance Assurance in an amount determined by Party A in a commercially reasonable manner. In the event Party B shall fail to provide such Performance Assurance or a guaranty or other credit assurance acceptable to Party A within three (3) Business Days of receipt of notice, then an Event of Default shall be deemed to have occurred and Party A will be entitled to the remedies set forth in Article Five of this Master Agreement.

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(e) If specified on the Cover Sheet, Party B shall deliver to Party A, prior to or concurrently with the execution and delivery of this Master Agreement a guarantee in an amount not less than the Guarantee Amount specified on the Cover Sheet and in a form reasonably acceptable to Party A.

8.2 Party B Credit Protection. The applicable credit and collateral requirements shall be as specified on the Cover Sheet. If no option in Section 8.2(a) is specified on the Cover Sheet, Section 8.2(a) Option C shall apply exclusively. If none of Sections 8.2(b), 8.2(c) or 8.2(d) are specified on the Cover Sheet, Section 8.2(b) shall apply exclusively. (a) Financial Information. Option A: If requested by Party B, Party A shall deliver (i) within 120 days following the end of each fiscal year, a copy of Party A’s annual report containing audited consolidated financial statements for such fiscal year and (ii) within 60 days after the end of each of its first three fiscal quarters of each fiscal year, a copy of such Party’s quarterly report containing unaudited consolidated financial statements for such fiscal quarter. In all cases the statements shall be for the most recent accounting period and prepared in accordance with generally accepted accounting principles; provided, however, that should any such statements not be available on a timely basis due to a delay in preparation or certification, such delay shall not be an Event of Default so long as such Party diligently pursues the preparation, certification and delivery of the statements.

Option B: If requested by Party B, Party A shall deliver (i) within 120 days following the end of each fiscal year, a copy of the annual report containing audited consolidated financial statements for such fiscal year for the party(s) specified on the Cover Sheet and (ii) within 60 days after the end of each of its first three fiscal quarters of each fiscal year, a copy of quarterly report containing unaudited consolidated financial statements for such fiscal quarter for the party(s) specified on the Cover Sheet. In all cases the statements shall be for the most recent accounting period and shall be prepared in accordance with generally accepted accounting principles; provided, however, that should any such statements not be available on a timely basis due to a delay in preparation or certification, such delay shall not be an Event of Default so long as the relevant entity diligently pursues the preparation, certification and delivery of the statements.

Option C: Party B may request from Party A the information specified in the Cover Sheet. (b) Credit Assurances. If Party B has reasonable grounds to believe that Party A’s creditworthiness or performance under this Agreement has become unsatisfactory, Party B will provide Party A with written notice requesting Performance Assurance in an amount determined by Party B in a commercially reasonable manner. Upon receipt of such notice Party A shall have three (3) Business Days to remedy the situation by providing such Performance Assurance to Party B. In the event that Party A fails to provide such Performance Assurance, or a guaranty or other credit assurance acceptable to Party B within three (3) Business Days of receipt of notice, then an Event of Default under Article Five will be deemed to have occurred and Item 2i
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Party B will be entitled to the remedies set forth in Article Five of this Master Agreement.
(c) Collateral Threshold. If at any time and from time to time during the term of this Agreement (and notwithstanding whether an Event of Default has occurred), the Termination Payment that would be owed to Party B plus Party A’s Independent Amount, if any, exceeds the Party A Collateral Threshold, then Party B, on any Business Day, may request that Party A provide Performance Assurance in an amount equal to the amount by which the Termination Payment plus Party A’s Independent Amount, if any, exceeds the Party A Collateral Threshold (rounding upwards for any fractional amount to the next Party A Rounding Amount) (“Party A Performance Assurance”), less any Party A Performance Assurance already posted with Party B. Such Party A Performance Assurance shall be delivered to Party B within three (3) Business Days of the date of such request. On any Business Day (but no more frequently than weekly with respect to Letters of Credit and daily with respect to cash), Party A, at its sole cost, may request that such Party A Performance Assurance be reduced correspondingly to the amount of such excess Termination Payment plus Party A’s Independent Amount, if any, (rounding upwards for any fractional amount to the next Party A Rounding Amount). In the event that Party A fails to provide Party A Performance Assurance pursuant to the terms of this Article Eight within three (3) Business Days, then an Event of Default under Article Five shall be deemed to have occurred and Party B will be entitled to the remedies set forth in Article Five of this Master Agreement.

For purposes of this Section 8.2(c), the calculation of the Termination Payment shall be calculated pursuant to Section 5.3 by Party B as if all outstanding Transactions had been liquidated, and in addition thereto, shall include all amounts owed but not yet paid by Party A to Party B, whether or not such amounts are due, for performance already provided pursuant to any and all Transactions.
(d) Downgrade Event. If at any time there shall occur a Downgrade Event in respect of Party A, then Party B may require Party A to provide Performance Assurance in an amount determined by Party B in a commercially reasonable manner. In the event Party A shall fail to provide such Performance Assurance or a guaranty or other credit assurance acceptable to Party B within three (3) Business Days of receipt of notice, then an Event of Default shall be deemed to have occurred and Party B will be entitled to the remedies set forth in Article Five of this Master Agreement. (e) If specified on the Cover Sheet, Party A shall deliver to Party B, prior to or concurrently with the execution and delivery of this Master Agreement a guarantee in an amount not less than the Guarantee Amount specified on the Cover Sheet and in a form reasonably acceptable to Party B.

8.3 Grant of Security Interest/Remedies. To secure its obligations under this Agreement and to the extent either or both Parties deliver Performance Assurance hereunder, each Party (a “Pledgor”) hereby grants to the other Party (the “Secured Party”) a present and continuing security interest in, and lien on (and right of setoff against), and assignment of, all cash collateral and cash Item 2i
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equivalent collateral and any and all proceeds resulting therefrom or the liquidation thereof, whether now or hereafter held by, on behalf of, or for the benefit of, such Secured Party, and each Party agrees to take such action as the other Party reasonably requires in order to perfect the Secured Party’s first-priority security interest in, and lien on (and right of setoff against), such collateral and any and all proceeds resulting therefrom or from the liquidation thereof. Upon or any time after the occurrence or deemed occurrence and during the continuation of an Event of Default or an Early Termination Date, the Non-Defaulting Party may do any one or more of the following: (i) exercise any of the rights and remedies of a Secured Party with respect to all Performance Assurance, including any such rights and remedies under law then in effect; (ii) exercise its rights of setoff against any and all property of the Defaulting Party in the possession of the Non-Defaulting Party or its agent; (iii) draw on any outstanding Letter of Credit issued for its benefit; and (iv) liquidate all Performance Assurance then held by or for the benefit of the Secured Party free from any claim or right of any nature whatsoever of the Defaulting Party, including any equity or right of purchase or redemption by the Defaulting Party. The Secured Party shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce the Pledgor’s obligations under the Agreement (the Pledgor remaining liable for any amounts owing to the Secured Party after such application), subject to the Secured Party’s obligation to return any surplus proceeds remaining after such obligations are satisfied in full.

ARTICLE NINE: GOVERNMENTAL CHARGES

9.1 Cooperation. Each Party shall use reasonable efforts to implement the provisions of and to administer this Master Agreement in accordance with the intent of the parties to minimize all taxes, so long as neither Party is materially adversely affected by such efforts.

9.2 Governmental Charges. Seller shall pay or cause to be paid all taxes imposed by any government authority(“Governmental Charges”) on or with respect to the Product or a Transaction arising prior to the Delivery Point. Buyer shall pay or cause to be paid all Governmental Charges on or with respect to the Product or a Transaction at and from the Delivery Point (other than ad valorem, franchise or income taxes which are related to the sale of the Product and are, therefore, the responsibility of the Seller). In the event Seller is required by law or regulation to remit or pay Governmental Charges which are Buyer’s responsibility hereunder, Buyer shall promptly reimburse Seller for such Governmental Charges. If Buyer is required by law or regulation to remit or pay Governmental Charges which are Seller’s responsibility hereunder, Buyer may deduct the amount of any such Governmental Charges from the sums due to Seller under Article 6 of this Agreement. Nothing shall obligate or cause a Party to pay or be liable to pay any Governmental Charges for which it is exempt under the law.

ARTICLE TEN: MISCELLANEOUS

10.1 Term of Master Agreement. The term of this Master Agreement shall commence on the Effective Date and shall remain in effect until terminated by either Party upon (thirty) 30 days’ prior written notice; provided, however, that such termination shall not affect or excuse the performance of either Party under any provision of this Master Agreement that by its terms survives any such termination and, provided further, that this Master Agreement and any other documents executed and delivered hereunder shall remain in effect with respect to the Transaction(s) entered into prior to the effective date of such termination until both Parties have fulfilled all of their Item 2i
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obligations with respect to such Transaction(s), or such Transaction(s) that have been terminated under Section 5.2 of this Agreement.

10.2 Representations and Warranties. On the Effective Date and the date of entering into each Transaction, each Party represents and warrants to the other Party that:
(i) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation;
(ii) it has all regulatory authorizations necessary for it to legally perform its obligations under this Master Agreement and each Transaction (including any Confirmation accepted in accordance with Section 2.3);
(iii) the execution, delivery and performance of this Master Agreement and each Transaction (including any Confirmation accepted in accordance with Section 2.3) are within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any law, rule, regulation, order or the like applicable to it; (iv) this Master Agreement, each Transaction (including any Confirmation accepted in accordance with Section 2.3), and each other document executed and delivered in accordance with this Master Agreement constitutes its legally valid and binding obligation enforceable against it in accordance with its terms; subject to any Equitable Defenses.
(v) it is not Bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or becoming Bankrupt;
(vi) there is not pending or, to its knowledge, threatened against it or any of its Affiliates any legal proceedings that could materially adversely affect its ability to perform its obligations under this Master Agreement and each Transaction (including any Confirmation accepted in accordance with Section 2.3);
(vii) no Event of Default or Potential Event of Default with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Master Agreement and each Transaction (including any Confirmation accepted in accordance with Section 2.3); (viii) it is acting for its own account, has made its own independent decision to enter into this Master Agreement and each Transaction (including any Confirmation accepted in accordance with Section 2.3) and as to whether this Master Agreement and each such Transaction (including any Confirmation accepted in accordance with Section

2.3) is appropriate or proper for it based upon its own judgment, is not relying upon the advice or recommendations of the other Party in so doing, and is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions and risks of this Master Agreement and each Transaction (including any Confirmation accepted in accordance with Section 2.3);
(ix) it is a “forward contract merchant” within the meaning of the United States Bankruptcy Code;
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(x) it has entered into this Master Agreement and each Transaction (including any Confirmation accepted in accordance with Section 2.3) in connection with the conduct of its business and it has the capacity or ability to make or take delivery of all Products referred to in the Transaction to which it is a Party; (xi) with respect to each Transaction (including any Confirmation accepted in accordance with Section 2.3) involving the purchase or sale of a Product or an Option, it is a producer, processor, commercial user or merchant handling the Product, and it is entering into such Transaction for purposes related to its business as such; and
(xii) the material economic terms of each Transaction are subject to individual negotiation by the Parties.

10.3 Title and Risk of Loss. Title to and risk of loss related to the Product shall transfer from Seller to Buyer at the Delivery Point. Seller warrants that it will deliver to Buyer the Quantity of the Product free and clear of all liens, security interests, claims and encumbrances or any interest therein or thereto by any person arising prior to the Delivery Point.

10.4 Indemnity. Each Party shall indemnify, defend and hold harmless the other Party from and against any Claims arising from or out of any event, circumstance, act or incident first occurring or existing during the period when control and title to Product is vested in such Party as provided in Section 10.3. Each Party shall indemnify, defend and hold harmless the other Party against any Governmental Charges for which such Party is responsible under Article Nine.

10.5 Assignment. Neither Party shall assign this Agreement or its rights hereunder without the prior written consent of the other Party, which consent may be withheld in the exercise of its sole discretion; provided, however, either Party may, without the consent of the other Party (and without relieving itself from liability hereunder), (i) transfer, sell, pledge, encumber or assign this Agreement or the accounts, revenues or proceeds hereof in connection with any financing or other financial arrangements, (ii) transfer or assign this Agreement to an affiliate of such Party which affiliate’s creditworthiness is equal to or higher than that of such Party, or (iii) transfer or assign this Agreement to any person or entity succeeding to all or substantially all of the assets whose creditworthiness is equal to or higher than that of such Party; provided, however, that in each such case, any such assignee shall agree in writing to be bound by the terms and conditions hereof and so long as the transferring Party delivers such tax and enforceability assurance as the non-transferring Party may reasonably request.

10.6 Governing Law. THIS AGREEMENT AND THE RIGHTS AND DUTIES OF

THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED, ENFORCED

AND PERFORMED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. EACH PARTY WAIVES

ITS RESPECTIVE RIGHT TO ANY JURY TRIAL WITH RESPECT TO ANY LITIGATION ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT.

10.7 Notices. All notices, requests, statements or payments shall be made as specified in the Cover Sheet. Notices (other than scheduling requests) shall, unless otherwise specified herein, be in writing and may be delivered by hand delivery, United States mail, overnight courier service Item 2i
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or facsimile. Notice by facsimile or hand delivery shall be effective at the close of business on the day actually received, if received during business hours on a Business Day, and otherwise shall be effective at the close of business on the next Business Day. Notice by overnight United States mail or courier shall be effective on the next Business Day after it was sent. A Party may change its addresses by providing notice of same in accordance herewith.

10.8 General. This Master Agreement (including the exhibits, schedules and any written supplements hereto), the Party A Tariff, if any, the Party B Tariff, if any, any designated collateral, credit support or margin agreement or similar arrangement between the Parties and all Transactions (including any Confirmation accepted in accordance with Section 2.3) constitute the entire agreement between the Parties relating to the subject matter. Notwithstanding the foregoing, any collateral, credit support or margin agreement or similar arrangement between the Parties shall, upon designation by the Parties, be deemed part of this Agreement and shall be incorporated herein by reference. This Agreement shall be considered for all purposes as prepared through the joint efforts of the parties and shall not be construed against one party or the other as a result of the preparation, substitution, submission or other event of negotiation, drafting or execution hereof.

Except to the extent herein provided for, no amendment or modification to this Master Agreement shall be enforceable unless reduced to writing and executed by both Parties. Each Party agrees if it seeks to amend any applicable wholesale power sales tariff during the term of this Agreement, such amendment will not in any way affect outstanding Transactions under this Agreement without the prior written consent of the other Party. Each Party further agrees that it will not assert, or defend itself, on the basis that any applicable tariff is inconsistent with this Agreement. This Agreement shall not impart any rights enforceable by any third party (other than a permitted successor or assignee bound to this Agreement). Waiver by a Party of any default by the other Party shall not be construed as a waiver of any other default. Any provision declared or rendered unlawful by any applicable court of law or regulatory agency or deemed unlawful because of a statutory change (individually or collectively, such events referred to as “Regulatory Event”) will not otherwise affect the remaining lawful obligations that arise under this Agreement; and provided, further, that if a Regulatory Event occurs, the Parties shall use their best efforts to reform this Agreement in order to give effect to the original intention of the Parties. The term “including” when used in this Agreement shall be by way of example only and shall not be considered in any way to be in limitation. The headings used herein are for convenience and reference purposes only.

All indemnity and audit rights shall survive the termination of this Agreement for twelve (12) months. This Agreement shall be binding on each Party’s successors and permitted assigns.

10.9 Audit. Each Party has the right, at its sole expense and during normal working hours, to examine the records of the other Party to the extent reasonably necessary to verify the accuracy of any statement, charge or computation made pursuant to this Master Agreement. If requested, a Party shall provide to the other Party statements evidencing the Quantity delivered at the Delivery Point. If any such examination reveals any inaccuracy in any statement, the necessary adjustments in such statement and the payments thereof will be made promptly and shall bear interest calculated at the Interest Rate from the date the overpayment or underpayment was made until paid; provided, however, that no adjustment for any statement or payment will be made unless objection to the accuracy thereof was made prior to the lapse of twelve (12) months from the rendition thereof, and thereafter any objection shall be deemed waived.

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10.10 Forward Contract. The Parties acknowledge and agree that all Transactions constitute “forward contracts” within the meaning of the United States Bankruptcy Code.

10.11 Confidentiality. If the Parties have elected on the Cover Sheet to make this Section

10.11 applicable to this Master Agreement, neither Party shall disclose the terms or conditions of a Transaction under this Master Agreement to a third party (other than the Party’s employees, lenders, counsel, accountants or advisors who have a need to know such information and have agreed to keep such terms confidential) except in order to comply with any applicable law, regulation, or any exchange, control area or independent system operator rule or in connection with any court or regulatory proceeding; provided, however, each Party shall, to the extent practicable, use reasonable efforts to prevent or limit the disclosure. The Parties shall be entitled to all remedies available at law or in equity to enforce, or seek relief in connection with, this confidentiality obligation.

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SCHEDULE M
(THIS SCHEDULE IS INCLUDED IF THE APPROPRIATE BOX ON THE COVER SHEET

IS MARKED INDICATING A PARTY IS A GOVERNMENTAL ENTITY OR PUBLIC

POWER SYSTEM)
A. The Parties agree to add the following definitions in Article One. “Act” means the Joint Power Act of the State of California (Government Code Section 6500, et seq.).
“Governmental Entity or Public Power System” means a municipality, county, governmental board, public power authority, public utility district, joint action agency, or other similar political subdivision or public entity of the United States, one or more States or territories or any combination thereof.

B. The following sentence shall be added to the end of the definition of “Force Majeure” in Article One:

If the Claiming Party is Party B, Force Majeure does not include any action taken by, or any omission or failure to act of, Party B in its governmental capacity.

C. The Parties agree to add the following representations and warranties to Section 10.2:

Party B represents and warrants to Party A continuing throughout the term of this Master Agreement, with respect to this Master Agreement and each Transaction, as follows:
(i) all acts necessary to the valid execution, delivery and performance of this Master Agreement, including without limitation, to the extent applicable, competitive bidding, public notice, election, referendum, prior appropriation or other required procedures has or will be taken and performed as required under the Act and all applicable laws, ordinances, or other applicable regulations, (ii) all persons making up the governing body of Party B are the duly elected or appointed incumbents in their positions and hold such positions in good standing in accordance with the Act and other applicable laws, (iii) entry into and performance of this Master Agreement by Party B are for a proper public purpose within the meaning of the Act and all other relevant constitutional, organic or other governing documents and applicable law, (iv) the term of this Master Agreement does not extend beyond any applicable limitation imposed by the Act or other relevant constitutional, organic or other governing documents and applicable law, and (v) and obligations to make payments hereunder do not constitute any kind of indebtedness of Party B or create any kind of lien on, or security interest in, any property or revenues of Party B.

D. The Parties agree to add the following sections to Article Three:

Section 3.4: Party B’s Deliveries. On the Effective Date and as a condition to the obligations of Party A under this Agreement, Party B shall provide Party A (i) certified copies of all ordinances, resolutions, public notices and other documents evidencing the necessary authorizations with respect to the execution, delivery and performance by Party B of this Master Agreement and (ii) a certificate, signed by an officer of Party B and in form and substance reasonably satisfactory to Party A, certifying as to certain factual matters.

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Section 3.5: No Immunity Claim. Party B warrants and covenants that with respect to its contractual obligations hereunder and performance thereof, it will not claim immunity on the grounds of sovereignty or similar grounds from (a) suit, (b) jurisdiction of court (provided that such court is located within a venue permitted under the Agreement), (c) relief by way of injunction, order for specific performance or recovery of property, (d) attachment of assets, or (e) execution or enforcement of any judgment; provided, however, that nothing in this Agreement shall waive the obligations and/or rights set forth in the California Government Claims Act (Government Code Section 810 et seq.).

E. If the appropriate box is checked on the Cover Sheet, as an alternative to selecting one or more of the options under Section 8.3, the Parties agree to add the following section to Article Three:

Section 3.6 Governmental Entity or Public Power System Security. With respect to each Transaction, Governmental Entity or Public Power System shall upon execution of this Master Agreement and prior to the commencement of each subsequent fiscal year of Governmental Entity or Public Power System during any Delivery Period, have obtained all necessary budgetary approvals and certifications for payment of all of its obligations under this Master Agreement for such fiscal year; any breach of this provision shall be deemed to have arisen during a fiscal period of Governmental Entity or Public Power System for which budgetary approval or certification of its obligations under this Master Agreement is in effect and, notwithstanding anything to the contrary in Article Four, an Early Termination Date shall automatically and without further notice occur hereunder as of such date wherein Governmental Entity or Public Power System shall be treated as the Defaulting Party. Governmental Entity or Public Power System shall have allocated to its general funds a revenue base that is adequate to cover Public Power System’s payment obligations hereunder.

F. The Parties agree to add the following sentence at the end of Section 10.6 - Governing Law:

NOTWITHSTANDING THE FOREGOING, IN RESPECT OF THE

APPLICABILITY OF THE ACT AS HEREIN PROVIDED, THE LAWS
OF THE STATE OF CALIFORNIA SHALL APPLY.

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SCHEDULE P: PRODUCTS AND RELATED DEFINITIONS
“Ancillary Services” means any of the services identified by a Transmission Provider in its transmission tariff as “ancillary services” including, but not limited to, regulation and frequency response, energy imbalance, operating reserve-spinning and operating reserve-supplemental, as may be specified in the Transaction.
“Capacity” has the meaning specified in the Transaction. “Energy” means three-phase, 60-cycle alternating current electric energy, expressed in megawatt hours.
“Firm (LD)” means, with respect to a Transaction, that either Party shall be relieved of its obligations to sell and deliver or purchase and receive without liability only to the extent that, and for the period during which, such performance is prevented by Force Majeure. In the absence of Force Majeure, the Party to which performance is owed shall be entitled to receive from the Party which failed to deliver/receive an amount determined pursuant to Article Four.
“Firm Transmission Contingent - Contract Path” means, with respect to a Transaction, that the performance of either Seller or Buyer (as specified in the Transaction) shall be excused, and no damages shall be payable including any amounts determined pursuant to Article Four, if the transmission for such Transaction is interrupted or curtailed and (i) such Party has provided for firm transmission with the transmission provider(s) for the Product in the case of the Seller from the generation source to the Delivery Point or in the case of the Buyer from the Delivery Point to the ultimate sink, and (ii) such interruption or curtailment is due to “force majeure” or “uncontrollable force” or a similar term as defined under the applicable transmission provider’s tariff. This contingency shall excuse performance for the duration of the interruption or curtailment notwithstanding the provisions of the definition of “Force Majeure” in Section

1.23 to the contrary.
“Firm Transmission Contingent - Delivery Point” means, with respect to a Transaction, that the performance of either Seller or Buyer (as specified in the Transaction) shall be excused, and no damages shall be payable including any amounts determined pursuant to Article Four, if the transmission to the Delivery Point (in the case of Seller) or from the Delivery Point (in the case of Buyer) for such Transaction is interrupted or curtailed and (i) such Party has provided for firm transmission with the transmission provider(s) for the Product, in the case of the Seller, to be delivered to the Delivery Point or, in the case of Buyer, to be received at the Delivery Point and (ii) such interruption or curtailment is due to “force majeure” or “uncontrollable force” or a similar term as defined under the applicable transmission provider’s tariff.

This transmission contingency excuses performance for the duration of the interruption or curtailment, notwithstanding the provisions of the definition of “Force Majeure” in Section 1.23 to the contrary.

Interruptions or curtailments of transmission other than the transmission either immediately to or from the Delivery Point shall not excuse performance
“Firm (No Force Majeure)” means, with respect to a Transaction, that if either Party fails to perform its obligation to sell and deliver or purchase and receive the Product, the Party to which performance is owed shall be entitled to receive from the Party which failed to perform an amount determined pursuant to Article Four. Force Majeure shall not excuse performance of a Firm (No Force Majeure) Transaction. “Into ______________ (the “Receiving Transmission Provider”), Seller’s Daily Choice” means that, in accordance with the provisions set forth below, (1) the Product shall be scheduled and delivered to an interconnection or interface (“Interface”) either (a) on the Receiving Transmission Provider’s Item 2i
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transmission system border or (b) within the control area of the Receiving Transmission Provider if the Product is from a source of generation in that control area, which Interface, in either case, the Receiving Transmission Provider identifies as available for delivery of the Product in or into its control area; and (2) Seller has the right on a daily prescheduled basis to designate the Interface where the Product shall be delivered. An “Into” Product shall be subject to the following provisions:

1. Prescheduling and Notification. Subject to the provisions of Section 6, not later than the prescheduling deadline of 11:00 a.m. CPT on the Business Day before the next delivery day or as otherwise agreed to by Buyer and Seller, Seller shall notify Buyer (“Seller’s Notification”) of Seller’s immediate upstream counterparty and the Interface (the “Designated Interface”) where Seller shall deliver the Product for the next delivery day, and Buyer shall notify Seller of Buyer’s immediate downstream counterparty.

2. Availability of “Firm Transmission” to Buyer at Designated Interface; “Timely Request for Transmission,” “ADI” and “Available Transmission.” In determining availability to Buyer of next-day firm transmission (“Firm Transmission”) from the Designated Interface, a “Timely Request for Transmission” shall mean a properly completed request for Firm Transmission made by Buyer in accordance with the controlling tariff procedures, which request shall be submitted to the Receiving Transmission Provider no later than 30 minutes after delivery of Seller’s Notification, provided, however, if the Receiving Transmission Provider is not accepting requests for Firm Transmission at the time of Seller’s Notification, then such request by Buyer shall be made within 30 minutes of the time when the Receiving Transmission Provider first opens thereafter for purposes of accepting requests for Firm Transmission.

Pursuant to the terms hereof, delivery of the Product may under certain circumstances be redesignated to occur at an Interface other than the Designated Interface (any such alternate designated interface, an “ADI”) either (a) on the Receiving Transmission Provider’s transmission system border or (b) within the control area of the Receiving Transmission Provider if the Product is from a source of generation in that control area, which ADI, in either case, the Receiving Transmission Provider identifies as available for delivery of the Product in or into its control area using either firm or non-firm transmission, as available on a day-ahead or hourly basis (individually or collectively referred to as “Available Transmission”) within the Receiving Transmission Provider’s transmission system.

3. Rights of Buyer and Seller Depending Upon Availability of/Timely Request for Firm Transmission.

A. Timely Request for Firm Transmission made by Buyer, Accepted by the Receiving Transmission Provider and Purchased by Buyer. If a Timely Request for Firm Transmission is made by Buyer and is accepted by the Receiving Transmission Provider and Buyer purchases such Firm Transmission, then Seller shall deliver and Buyer shall receive the Product at the Designated Interface.
i. If the Firm Transmission purchased by Buyer within the Receiving Transmission Provider’s transmission system from the Designated Interface ceases to be available to Buyer for any reason, or if Seller is unable to deliver the Product at the Designated Interface for any reason except Buyer’s non-performance, then at Seller’s choice from among the following, Seller shall: (a) to the extent Firm Transmission is available to Buyer from an ADI on a day-ahead basis, require Buyer to purchase such Firm Transmission from such ADI, and schedule and deliver the affected portion of the Product to such ADI on the basis of Buyer’s purchase of Firm Transmission, or (b) require Buyer to purchase non-firm transmission, and schedule and deliver the affected portion of the Product on the basis of Buyer’s purchase of non-firm transmission from the Designated Interface or an ADI designated by Seller, or (c) to the extent firm transmission is available on an hourly Item 2i
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basis, require Buyer to purchase firm transmission, and schedule and deliver the affected portion of the Product on the basis of Buyer’s purchase of such hourly firm transmission from the Designated Interface or an ADI designated by Seller. ii. If the Available Transmission utilized by Buyer as required by Seller pursuant to Section 3A(i) ceases to be available to Buyer for any reason, then Seller shall again have those alternatives stated in Section 3A(i) in order to satisfy its obligations. iii. Seller’s obligation to schedule and deliver the Product at an ADI is subject to Buyer’s obligation referenced in Section 4B to cooperate reasonably therewith. If Buyer and Seller cannot complete the scheduling and/or delivery at an ADI, then Buyer shall be deemed to have satisfied its receipt obligations to Seller and Seller shall be deemed to have failed its delivery obligations to Buyer, and Seller shall be liable to Buyer for amounts determined pursuant to Article Four.
iv. In each instance in which Buyer and Seller must make alternative scheduling arrangements for delivery at the Designated Interface or an ADI pursuant to Sections 3A(i) or (ii), and Firm Transmission had been purchased by both Seller and Buyer into and within the Receiving Transmission Provider’s transmission system as to the scheduled delivery which could not be completed as a result of the interruption or curtailment of such Firm Transmission, Buyer and Seller shall bear their respective transmission expenses and/or associated congestion charges incurred in connection with efforts to complete delivery by such alternative scheduling and delivery arrangements. In any instance except as set forth in the immediately preceding sentence, Buyer and Seller must make alternative scheduling arrangements for delivery at the Designated Interface or an ADI under Sections 3A(i) or (ii), Seller shall be responsible for any additional transmission purchases and/or associated congestion charges incurred by Buyer in connection with such alternative scheduling arrangements.

B. Timely Request for Firm Transmission Made by Buyer but Rejected by the Receiving Transmission Provider. If Buyer’s Timely Request for Firm Transmission is rejected by the Receiving Transmission Provider because of unavailability of Firm Transmission from the Designated Interface, then Buyer shall notify Seller within 15 minutes after receipt of the Receiving Transmission Provider’s notice of rejection (“Buyer’s Rejection Notice”). If Buyer timely notifies Seller of such unavailability of Firm Transmission from the Designated Interface, then Seller shall be obligated either (1) to the extent Firm Transmission is available to Buyer from an ADI on a day-ahead basis, to require Buyer to purchase (at Buyer’s own expense) such Firm Transmission from such ADI and schedule and deliver the Product to such ADI on the basis of Buyer’s purchase of Firm Transmission, and thereafter the provisions in Section 3A shall apply, or (2) to require Buyer to purchase (at Buyer’s own expense) non-firm transmission, and schedule and deliver the Product on the basis of Buyer’s purchase of non-firm transmission from the Designated Interface or an ADI designated by the Seller, in which case Seller shall bear the risk of interruption or curtailment of the non-firm transmission; provided, however, that if the non-firm transmission is interrupted or curtailed or if Seller is unable to deliver the Product for any reason, Seller shall have the right to schedule and deliver the Product to another ADI in order to satisfy its delivery obligations, in which case Seller shall be responsible for any additional transmission purchases and/or associated congestion charges incurred by Buyer in connection with Seller’s inability to deliver the Product as originally prescheduled. If Buyer fails to timely notify Seller of the unavailability of Firm Transmission, then Buyer shall bear the risk of interruption or curtailment of transmission from the Designated Interface, and the provisions of Section 3D shall apply.

C. Timely Request for Firm Transmission Made by Buyer, Accepted by the Receiving Transmission Provider and not Purchased by Buyer. If Buyer’s Timely Request for Firm Item 2i
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Transmission is accepted by the Receiving Transmission Provider but Buyer elects to purchase non-firm transmission rather than Firm Transmission to take delivery of the Product, then Buyer shall bear the risk of interruption or curtailment of transmission from the Designated Interface. In such circumstances, if Seller’s delivery is interrupted as a result of transmission relied upon by Buyer from the Designated Interface, then Seller shall be deemed to have satisfied its delivery obligations to Buyer, Buyer shall be deemed to have failed to receive the Product and Buyer shall be liable to Seller for amounts determined pursuant to Article Four.

D. No Timely Request for Firm Transmission Made by Buyer, or Buyer Fails to Timely Send Buyer’s Rejection Notice. If Buyer fails to make a Timely Request for Firm Transmission or Buyer fails to timely deliver Buyer’s Rejection Notice, then Buyer shall bear the risk of interruption or curtailment of transmission from the Designated Interface. In such circumstances, if Seller’s delivery is interrupted as a result of transmission relied upon by Buyer from the Designated Interface, then Seller shall be deemed to have satisfied its delivery obligations to Buyer, Buyer shall be deemed to have failed to receive the Product and Buyer shall be liable to Seller for amounts determined pursuant to Article Four.

4. Transmission.

A. Seller’s Responsibilities. Seller shall be responsible for transmission required to deliver the Product to the Designated Interface or ADI, as the case may be. It is expressly agreed that Seller is not required to utilize Firm Transmission for its delivery obligations hereunder, and Seller shall bear the risk of utilizing non-firm transmission. If Seller’s scheduled delivery to Buyer is interrupted as a result of Buyer’s attempted transmission of the Product beyond the Receiving Transmission Provider’s system border, then Seller will be deemed to have satisfied its delivery obligations to Buyer, Buyer shall be deemed to have failed to receive the Product and Buyer shall be liable to Seller for damages pursuant to Article Four.

B. Buyer’s Responsibilities. Buyer shall be responsible for transmission required to receive and transmit the Product at and from the Designated Interface or ADI, as the case may be, and except as specifically provided in Section 3A and 3B, shall be responsible for any costs associated with transmission therefrom. If Seller is attempting to complete the designation of an ADI as a result of Seller’s rights and obligations hereunder, Buyer shall co-operate reasonably with Seller in order to effect such alternate designation.

5. Force Majeure. An “Into” Product shall be subject to the “Force Majeure” provisions in Section 1.23.

6. Multiple Parties in Delivery Chain Involving a Designated Interface. Seller and Buyer recognize that there may be multiple parties involved in the delivery and receipt of the Product at the Designated Interface or ADI to the extent that (1) Seller may be purchasing the Product from a succession of other sellers (“Other Sellers”), the first of which Other Sellers shall be causing the Product to be generated from a source (“Source Seller”) and/or (2) Buyer may be selling the Product to a succession of other buyers (“Other Buyers”), the last of which Other Buyers shall be using the Product to serve its energy needs (“Sink Buyer”). Seller and Buyer further recognize that in certain Transactions neither Seller nor Buyer may originate the decision as to either (a) the original identification of the Designated Interface or ADI (which designation may be made by the Source Seller) or (b) the Timely Request for Firm Transmission or the Item 2i
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purchase of other Available Transmission (which request may be made by the Sink Buyer). Accordingly, Seller and Buyer agree as follows:

A. If Seller is not the Source Seller, then Seller shall notify Buyer of the Designated Interface promptly after Seller is notified thereof by the Other Seller with whom Seller has a contractual relationship, but in no event may such designation of the Designated Interface be later than the prescheduling deadline pertaining to the Transaction between Buyer and Seller pursuant to Section

1. B. If Buyer is not the Sink Buyer, then Buyer shall notify the Other Buyer with whom Buyer has a contractual relationship of the Designated Interface promptly after Seller notifies Buyer thereof, with the intent being that the party bearing actual responsibility to secure transmission shall have up to 30 minutes after receipt of the Designated Interface to submit its Timely Request for Firm Transmission.

C. Seller and Buyer each agree that any other communications or actions required to be given or made in connection with this “Into Product” (including without limitation, information relating to an ADI) shall be made or taken promptly after receipt of the relevant information from the Other Sellers and Other Buyers, as the case may be.

D. Seller and Buyer each agree that in certain Transactions time is of the essence and it may be desirable to provide necessary information to Other Sellers and Other Buyers in order to complete the scheduling and delivery of the Product. Accordingly, Seller and Buyer agree that each has the right, but not the obligation, to provide information at its own risk to Other Sellers and Other Buyers, as the case may be, in order to effect the prescheduling, scheduling and delivery of the Product. “Native Load” means the demand imposed on an electric utility or an entity by the requirements of retail customers located within a franchised service territory that the electric utility or entity has statutory obligation to serve.
“Non-Firm” means, with respect to a Transaction, that delivery or receipt of the Product may be interrupted for any reason or for no reason, without liability on the part of either Party. “System Firm” means that the Product will be supplied from the owned or controlled generation or pre-existing purchased power assets of the system specified in the Transaction (the “System”) with non-firm transmission to and from the Delivery Point, unless a different Transmission Contingency is specified in a Transaction. Seller’s failure to deliver shall be excused: (i) by an event or circumstance which prevents Seller from performing its obligations, which event or circumstance was not anticipated as of the date the Transaction was agreed to, which is not within the reasonable control of, or the result of the negligence of, the Seller; (ii) by Buyer’s failure to perform; (iii) to the extent necessary to preserve the integrity of, or prevent or limit any instability on, the System; (iv) to the extent the System or the control area or reliability council within which the System operates declares an emergency condition, as determined in the system’s, or the control area’s, or reliability council’s reasonable judgment; or (v) by the interruption or curtailment of transmission to the Delivery Point or by the occurrence of any Transmission Contingency specified in a Transaction as excusing Seller’s performance. Buyer’s failure to receive shall be excused (i) by Force Majeure; (ii) by Seller’s failure to perform, or (iii) by the interruption or curtailment of transmission from the Delivery Point or by the occurrence of any Transmission Contingency specified in a Transaction as excusing Buyer’s performance. In any of such events, neither party shall be liable to the other for any damages, including any amounts determined pursuant to Article Four. “Transmission Contingent” means, with respect to a Transaction, that the performance of either Seller or Buyer (as specified in the Transaction) shall be excused, and no damages shall be payable including any amounts determined pursuant to Article Four, if the transmission for such Transaction is unavailable or Item 2i
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Amended and Restated Master PPA - Constellation
interrupted or curtailed for any reason, at any time, anywhere from the Seller’s proposed generating source to the Buyer’s proposed ultimate sink, regardless of whether transmission, if any, that such Party is attempting to secure and/or has purchased for the Product is firm or non-firm. If the transmission (whether firm or non-firm) that Seller or Buyer is attempting to secure is from source to sink is unavailable, this contingency excuses performance for the entire Transaction. If the transmission (whether firm or non-firm) that Seller or Buyer has secured from source to sink is interrupted or curtailed for any reason, this contingency excuses performance for the duration of the interruption or curtailment notwithstanding the provisions of the definition of “Force Majeure” in Article 1.23 to the contrary. “Unit Firm” means, with respect to a Transaction, that the Product subject to the Transaction is intended to be supplied from a generation asset or assets specified in the Transaction. Seller’s failure to deliver under a “Unit Firm” Transaction shall be excused: (i) if the specified generation asset(s) are unavailable as a result of a Forced Outage (as defined in the NERC Generating Unit Availability Data System (GADS) Forced Outage reporting guidelines) or (ii) by an event or circumstance that affects the specified generation asset(s) so as to prevent Seller from performing its obligations, which event or circumstance was not anticipated as of the date the Transaction was agreed to, and which is not within the reasonable control of, or the result of the negligence of, the Seller or (iii) by Buyer’s failure to perform. In any of such events, Seller shall not be liable to Buyer for any damages, including any amounts determined pursuant to Article Four.

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EXHIBIT A: CONFIRMATION LETTER

MASTER POWER PURCHASE AND SALE AGREEMENT

CONFIRMATION LETTER
This confirmation letter shall confirm the Transaction agreed to on ___________, ___ between __________________________ (“Party A”) and _____________________ (“Party B”) regarding the sale/purchase of the Product under the terms and conditions as follows:

Seller:

Buyer:

Product:
[] Into _________________, Seller’s Daily Choice
[] Firm (LD)
[] Firm (No Force Majeure)
[] System Firm
(Specify System: )
[] Unit Firm
(Specify Unit(s): )
[] Other
[] Transmission Contingency (If not marked, no transmission contingency) [] FT-Contract Path Contingency [] Seller [] Buyer
[] FT-Delivery Point Contingency [] Seller [] Buyer
[] Transmission Contingent [] Seller [] Buyer
[] Other transmission contingency
(Specify: )
Contract Quantity:

Delivery Point:

Contract Price:

Energy Price:

Other Charges:

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Confirmation Letter

Page 2 ends

Delivery Period:

Special Conditions:

Scheduling:

Option Buyer:

Option Seller:

Type of Option:

Strike Price:

Premium:

Exercise Period:

This confirmation letter is being provided pursuant to and in accordance with the Master Power Purchase and Sale Agreement dated ______________ (the “Master Agreement”) between Party A and Party B, and constitutes part of and is subject to the terms and provisions of such Master Agreement. Terms used but not defined herein shall have the meanings ascribed to them in the Master Agreement. [Party A] [Party B]
Name: Name:

Title: Title:

Phone No: Phone No:

Fax: Fax:

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1 PARAGRAPH 10
to the

COLLATERAL ANNEX
to the

EEI MASTER POWER PURCHASE AND SALE AGREEMENT
Between
Constellation Energy Generation, LLC (“Party A”)
and
Silicon Valley Clean Energy Authority (“Party B”)

CREDIT ELECTIONS COVER SHEET
The terms of the EEI Collateral Annex, Version 1.0 (2/21/02) are incorporated by reference herein.

Paragraph 10. Elections and Variables
I. Collateral Threshold.

A. Party A Collateral Threshold.
 The “Threshold Amount” means the lesser of (a) the amount set forth below under the heading “Party A Collateral Threshold” opposite the lowest Credit Rating assigned by S&P and Moody’s to Party A or (b) the Credit Rating assigned by S&P or Moody’s if Party A is not rated by both rating agencies on the relevant date of determination; provided, however, notwithstanding the foregoing, the Party A Collateral Threshold shall be zero ($0.00) if on the relevant date of determination Party A either (x) does not have a Credit Rating from S&P or Moody’s or (y) an Event of Default with respect to Party A has occurred and is continuing.

Party A
Collateral Threshold
S&P
Credit Rating
Moody’s
Credit Rating
A- (or above) A3 and above
BBB+ Baa1
BBB Baa2
$ BBB- Baa3
Below BBB- Below Baa3
B. Party B Collateral Threshold.
 The “Threshold Amount” means the lesser of (a) the amount set forth below under the heading “Party BCollateral Threshold” opposite the lowest Credit Rating assigned by S&P and Moody’s to Party B or (b) the Credit Rating assigned by S&P or Moody’s if Party B is not rated by both rating agencies on the relevant date of determination; provided, however, notwithstanding the foregoing, the Party B Collateral Threshold shall be zero ($0.00) if on the relevant date of determination Party B either (x) does not have a Credit Rating from S&P or Moody’s or (y) an Event of Default with respect to Party B has occurred and is continuing.

Party B
Collateral Threshold
S&P
Credit Rating
Moody’s
Credit Rating
A- (or above) A3 and above
BBB+ Baa1
0 BBB Baa2
BBB- Baa3
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2 Below BBB- Below Baa3
II. Eligible Collateral and Valuation Percentage.

The following items will qualify as “Eligible Collateral” for the Party specified:

Party A Party B Valuation Percentage
(A) Cash [X] [X] 100%
(B) Letters of
Credit
[X] [X] 100% unless a Letter of Credit Default shall
have occurred and be continuing with respect
to such Letter of Credit in which case the
Valuation Percentage shall be zero (0).
(C) Other [ ] [ ] %
III. Independent Amount.

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3  Party A shall have a Full Floating Independent Amount of $ . If the Full Floating Independent Amount option is selected for Party A, then for purposes of calculating Party A’s Collateral Requirement pursuant to Paragraph 3 of the Collateral Annex, such Full Floating Independent Amount for Party A shall be added by Party B to its Exposure Amount for purposes of determining Net Exposure pursuant to Paragraph 3(a) of the Collateral Annex.
 Party A shall have a Partial Floating Independent Amount of $ . If the Partial Floating Independent Amount option is selected for Party A, then Party A will be required to Transfer or cause to be Transferred to Party B Performance Assurance with a Collateral Value equal to the amount of such Independent Amount (the “Partial Floating IA Performance Assurance”) if at any time Party A otherwise has a Collateral Requirement (not taking into consideration the Partial Floating Independent Amount) pursuant to Paragraph 3 of the Collateral Annex. The Partial Floating IA Performance Assurance shall not be reduced so long as Party A has a Collateral Requirement (not taking into consideration the Partial Floating Independent Amount). The Partial Floating Independent Amount shall not be taken into account when calculating a Party’s Collateral Requirements pursuant to the Collateral Annex. Except as expressly set forth above, the Partial Floating Independent Amount shall be held and maintained in accordance with, and otherwise be subject to, the Collateral Annex.
 Not Applicable
B. Party B Independent Amount.
 Party B shall have a Fixed Independent Amount of $0 (zero). If the Fixed Independent Amount Option is selected for Party B, then Party B (which shall be a Pledging Party with respect to the Fixed IA Performance Assurance) will be required to Transfer or cause to be Transferred to Party A (which shall be a Secured Party with respect to the Fixed IA Performance Assurance) Performance Assurance with a Collateral Value equal to the amount of such Independent Amount (the “Fixed IA Performance Assurance”). The Fixed IA Performance Assurance shall not be reduced for so long as there are any outstanding obligations between the Parties as a result of the Agreement, and shall not be taken into account when calculating Party B’s Collateral Requirement pursuant to the Collateral Annex. Except as expressly set forth above, the Fixed IA Performance Assurance shall be held and maintained in accordance with, and otherwise be subject to, Paragraphs 2, 5(b), 5(c), 6, 7 and 9 of the Collateral Annex.
 Party B shall have a Full Floating Independent Amount of $ . If the Full Floating Independent Amount Option is selected for Party B then for purposes of calculating Party B’s Collateral Requirement pursuant to Paragraph 3 of the Collateral Annex, such Full Floating Independent Amount for Party B shall be added by Party A to its Exposure Amount for purposes of determining Net Exposure pursuant to Paragraph 3(a) of the Collateral Annex.
 Party B shall have a Partial Floating Independent Amount of $ . If the Partial Floating Independent Amount option is selected for Party B, then Party B will be required to Transfer or cause to be Transferred to Party A Performance Assurance with a Collateral Value equal to the amount of such Independent Amount (the “Partial Floating IA Performance Assurance”) if at any time Party B otherwise has a Collateral Requirement (not taking into consideration the Partial Floating Independent Amount) pursuant to Paragraph 3 of the Collateral Annex. The Partial Floating IA Performance Assurance shall not be reduced for so long as Party B has a Collateral Requirement (not taking into consideration the Partial Floating Independent Amount). The Partial Floating Independent Amount shall not be taken into account when calculating a Party’s Collateral Requirements pursuant to the Collateral Annex. Except as expressly set forth above, the Partial Floating Independent Amount shall be held and maintained in accordance with, and otherwise be subject to, the Collateral Annex.
 Not Applicable
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4 IV. Minimum Transfer Amount.

A. Party A Minimum Transfer Amount:

B. Party B Minimum Transfer Amount:

Rounding Amount.

C. Party A Rounding Amount:

D. Party B Rounding Amount:

V. Administration of Cash Collateral.

A. Party A Eligibility to Hold Cash.
 Party A shall not be entitled to hold Performance Assurance in the form of Cash.

Performance Assurance in the form of Cash shall be held in a Qualified Institution in accordance with the provisions of Paragraph 6(a)(ii)(B) of the Collateral Annex. Party A shall pay to Party B in accordance with the terms of the Collateral Annex the amount of interest it receives from the Qualified Institution on any Performance Assurance in the form of Cash posted by Party B.
 Party A or Party A’s Custodian shall be entitled to hold Performance Assurance in the form of Cash provided that the following conditions are satisfied: (1) it is not subject to an Event of Default; (2) Party A has a Credit Rating of at least BBB- from S&P or Baa3 from Moody’s; and (3) Cash shall be held only in any jurisdiction within the United States. To the extent Party A is entitled to hold Cash, the Interest Rate payable to Party B on Cash shall be as selected below:

B. Party B Eligibility to Hold Cash.
 Party B shall not be entitled to hold Performance Assurance in the form of Cash.

Performance Assurance in the form of Cash shall be held in a Qualified Institution in accordance with the provisions of Paragraph 6(a)(ii)(B) of the Collateral Annex. Party B shall pay to Party A in accordance with the terms of the Collateral Annex the amount of interest it receives from the Qualified Institution on any Performance Assurance in the form of Cash posted by Party A.
 Party B shall be entitled to hold Performance Assurance in the form of Cash provided that the following conditions are satisfied: (1) it is notsubject to an Event of Default; (2) Party B has a Credit Rating of at least BBB- from S&P or Baa3 from Moody’s; and (3) Cash shall be held only in any jurisdiction within the United States. To the extent Party B is entitled to hold Cash, the Interest Rate payable to Party A on Cash shall be as selected below:

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5 VI. Notification Time.
 Other - 10:00 a.m. Pacific Prevailing Time on a Local Business Day VII. Demands and Notices.

All demands, specifications and notices to Party A under this Collateral Annex will be as set forth on the Cover Sheet to the Master Agreement.

All demands, specifications and notices to Party B under this Collateral Annex will be as set forth on the Cover Sheet to the Master Agreement.

VIII. General.

Amendment to Introductory Paragraph:
(i) The first paragraph of the introduction shall be amended to read as follows:
“This Collateral Annex, together with the Paragraph 10 Cover Sheet, (the “Collateral Annex”) supplements, forms a part of, and issubject to the Amended and Restated EEI Master Power Purchase and Sale Agreement dated as of June 26, 2026 between Constellation Energy Generation, LLC, a Delaware limited liability company (“Party A”) and Silicon Valley Clean Energy Authority, a California joint powers authority (“Party B”) (as amended and supplemented from time to time, the “Master Agreement” and collectively with the Collateral Annex as amended and supplemented from time to time, the “Agreement”). Capitalized terms used in thisCollateral Annex but not defined herein shall have the meanings given to such terms in the Agreement.” Amendments to Definitions:
(i) The definition of “Credit Rating” is amended and restated in its entirety as follows:
““Credit Rating” shall have the meaning assigned to it in the Master Agreement” (ii) “Credit Rating Event” shall be amended by replacing “6(a)(iii)” with “6(a)(ii)”. (iii) “Downgraded Party” shall be amended by replacing “6(a)(i)” with “6(a)(ii)”. (iv) The definition of “Letter of Credit” shall be deleted from both the Master Agreement, as amended by the Cover Sheet thereto, and the Collateral Annex and replaced with the following:
“Letter(s) of Credit” shall mean an irrevocable, standby Letter of Credit, issued by an issuer or confirming entity, as applicable, that is a Qualified Institution substantially in the form attached hereto as Schedule 1 to this Paragraph 10 to the Collateral Annex or in such other form as may be reasonably acceptable to the beneficiary thereof, in each case, with such changes to the terms in that form as the issuing bank may require and as may be reasonably acceptable to the beneficiary thereof.”
(v) “Letter of Credit Default” shall be amended as follows:
a. Clause (a) shall be deleted and replaced with the following phrase: “(a) the issuer of such Letter of Credit shall fail to be a Qualified Institution”; and b. A new clause (f) shall be added after the existing clause (e) and immediately before the phrase “provided, however” as follows:
“(f) the Pledgor fails to extend or replace such Letter of Credit at least twenty (20) Local Business Days prior to its expiration” ; and
c. The following is added after the last sentence:
“Notwithstanding the foregoing, references to the “issuer” in this definition shall mean, for each Item 2i
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6 Letter of Credit that was confirmed by a Qualified Institution, the confirming entity.” (vi) “Local Business Day” shall be amended by replacing the word “day” with “Business Day”. (vii) “Notification Time” shall be amended by replacing “11:00, New York time” with “10:00 a.m.

Pacific Prevailing Time on a Local Business Day.”
(viii) “Performance Assurance” shall be amended by replacing “6(a)(iv)” with “6(a)(iii)”. (ix) “Qualified Institution” shall be amended to read as follows:
““Qualified Institution” means a commercial bank or trust company organized under the laws of the United States or a political subdivision thereof, (a) with a Credit Rating of at least “A-” by S&P or “A3” by Moody’s, and (b) having assets of at least TEN BILLION AND 00/100 DOLLARS ($10,000,000,000.00).”
(x) “Reference Market-maker” is amended by adding “which is not an Affiliate of either Party” after the words “leading dealer” in the first line thereof.
(xi) “Secured Party” shall be amended by replacing “3(b)” with “3(a)”.

Amendments to Paragraph 4:
(i) The second to lastsentence of Paragraph 4, “Delivery of Performance Assurance”, shall be amended to read as follows:
“Unless otherwise agreed in writing by the Parties, (i) Performance Assurance demanded of a Pledging Party on or before the Notification Time on a Local Business Day shall be provided by not later than the close of business on the fourth Local Business Day; and (ii) Performance Assurance demanded of a Pledging Party after the Notification Time on a Local Business Day shall be provided by not later than the close of business on the fifth Local Business Day.” Amendments to Paragraph 5:
(i) Paragraph 5(a) shall be amended by inserting “so long as the amount of the requested reduction is equal to or greater than the Minimum Transfer Amount” after “the Pledging Party for the benefit of the Secured Party” in the fourth line thereof.
(ii) Paragraph 5(a) shall be further amended by deleting “before the Notification Time on a Business Day” and replacing it with “before the Notification Time on a Local Business Day”.

Amendments to Paragraph 6:
(i) Paragraph 6(a)(ii)(A) shall be amended by inserting “(other than subparagraph (B) below)” after “the provisions of this Paragraph 6(a)(ii)” in the first line thereof. (ii) Paragraph 6(a)(ii)(B) shall be amended by deleting “to perfect the security interest of the non-Downgraded Party” and replacing it with “to perfect the security interest of the Downgraded Party”. (iii) Paragraphs 6(b)(iii) and 6(b)(iv) are deleted and replaced in their entirety as follows:
“(iii) Upon the occurrence of a Letter of Credit Default, the Pledging Party agrees to Transfer to the Secured Party either a substitute Letter of Credit or other Eligible Collateral, in each case on or before the first (1st) Local Business Day after the occurrence thereof (or the third (3rd) Local Business Day after the occurrence thereof if only clause (a) under the definition of Letter of Credit Default applies).
(iv) Notwithstanding anything herein to the contrary, (A) upon or at any time after the occurrence and during the continuation of an Event of Default with respect to the Pledging Party or (B) if an Early Termination Date has occurred or been designated with respect to Pledging Party and there exist any unsatisfied payment Obligations, then the Secured Party may draw on any outstanding Letter of Credit in an amount (up to the face amount for which the Letter of Credit has been issued) that is equal to all amounts that are due and owing from the Pledging Party but have not been paid to the Secured Party within the time allowed for such payments under this Agreement (including any Item 2i
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7 related notice or grace period or both). If a Letter of Credit Default exists with respect to any Letter of Credit provided by or on behalf of the Pledging Party, then the Secured Party may draw on the Letter of Credit subject to such Letter of Credit Default in an amount equal to the entire, undrawn portion of such Letter of Credit. Draws on outstanding Letters of Credit shall be made upon submission to the bank issuing such Letter(s) of Credit of one or more certificates specifying the amounts due and owing to the Secured Party in accordance with the specific requirements of the Letter of Credit. Cash proceeds received from drawing upon any Letter of Credit shall be deemed Performance Assurance as security for the Pledging Party’s obligations to the Secured Party and the Secured Party shall have the rights and remedies set forth in Paragraph 7 with respect to such cash proceeds. Notwithstanding the Secured Party’s receipt of Cash proceeds of a drawing under the Letter of Credit, the Pledging Party shall remain liable (y) for any failure to Transfer sufficient Performance Assurance or (z) for any amounts owing to the Secured Party and remaining unpaid after the application of the amounts so drawn by the Secured Party.” Amendments to Paragraph 7:
(i) Paragraph 7(b) shall be amended by deleting it in its entirety and inserting the words “Intentionally Omitted.”
(ii) Paragraph 7(d) is amended and restated in its entirety as follows (with deleted text crossed-out (e.g., crossed-out) and added text double underlined (e.g., double underlined) for illustrative purposes only):
(d) In addition to the provisions of Paragraph 7(a), if at any time (i) an Event of Default with respect to the Secured Party has occurred and is continuing or (ii) an Early Termination Date has occurred or been designated as a result of an Event of Default with respect to the Secured Party (other than an Early Termination Date relating to less than all Transactions where the Secured Party has paid in full all of its obligations that are then due under the Agreement), then:
(1) the Secured Party will be obligated immediately to Transfer all Performance Assurance (including other than any Letter of Credit) and the Interest Amount, if any, to the Pledging Party; and
(2) the Pledging Party may do any one or more of the following: (x) exercise any of the rights and remedies of a pledgor with respect to the Performance Assurance (other than any Letter of Credit), including any such rights and remedies under law then in effect; and (y) to the extent that the Performance Assurance (other than any Letter of Credit) or the Interest Amount is not Transferred to the Pledging Party as required in (1) above, setoff amounts payable to the Secured Party against the Performance Assurance (other than Letters of Credit) held by the Secured Party or to the extent its rights to setoff are not exercised, withhold payment of any remaining amounts payable by the Pledging Party, up to the value of any remaining Performance Assurance (other than any Letter of Credit) held by the Secured Party, until the Performance Assurance is Transferred to the Pledging Party.; and (z) exercise rights and remedies available to the Pledging Party under the terms of any Letter of Credit; and
(3) the Secured Party shall be prohibited from drawing on any Letter of Credit that has been posted by the Pledging Party for its benefit.
(iii) A new Paragraph 7(e) and a new Paragraph 7(f) are added as follows:
“(e) The Secured Party will transfer to the Pledging Party any proceeds and Performance Assurance remaining after liquidation, set-off and/or application under Paragraphs 7(a) and 7(d) after satisfaction in full of all amounts payable by the Pledging Party with respect to any Obligations; the Pledging Party will in all events remain liable for any amounts unpaid after liquidation, set-off and/or application under Paragraphs 7(a) and 7(d).
(f) When no amounts are or thereafter may become payable by the Pledging Party with respect to any Obligations, the Secured Party will Transfer to the Pledging Party all Performance Assurance and the Interest Amount, if any.”
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8 Amendments to Paragraph 8:
(i) Paragraphs 8(a) and 8(b) are both amended by adding after the third sentence of each paragraph the following sentence: “If the Parties are unable to obtain any quotations for the Secured Party’s Net Exposure, the Parties will appoint a mutually acceptable leading market participant in the relevant market to make such calculation and such expense will be shared equally by the Parties.” (ii) Paragraph 8(b) is amended by replacing the term “Secured Party” with “Pledging Party” at the beginning of the 2nd line.
(iii) Paragraph 8 is amended by inserting the following new subparagraph 8(c) at the end thereof:
“(c) Each quotation from a Reference Market-maker will be for an amount, if any, that would be paid to the Party requesting the quotation (expressed as a negative number) or by the Party requesting the quotation (expressed as a positive number) in consideration of an agreement between such requesting Party (taking into account this Collateral Annex and the existence of any Guarantor with respect to the obligations of such Party) and the quoting Reference Market-maker to enter into a transaction that would have the effect of preserving for the Party requesting the quotation the economic equivalent of any payment or delivery (whether the underlying obligation was absolute or contingent and assuming the satisfaction of each applicable condition precedent) by the Parties in respect of such Transaction or group of Transactions. The costs of retaining Reference Market-makers for the purposes of this Paragraph 8 shall be borne equally by the Secured Party and the Pledging Party. The determination made by such Reference Market-makers shall be binding and conclusive on the Parties absent manifest error.”
Amendments to Paragraph 10:
(i) Schedule 1 to the Collateral Annex is deleted in its entirety and replaced with the forms of Letter of Credit attached as Schedule 1 to this Paragraph 10 to the Collateral Annex.

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9 IN WITNESS WHEREOF, the Parties have caused this Paragraph 10 to the Collateral Annex to be duly executed as of the Effective Date of the EEI Master Power Purchase and Sale Agreement between the Parties.

CONSTELLATION ENERGY GENERATION, SILICON VALLEY CLEAN ENERGY LLC AUTHORITY, a California joint powers authority
By: By:

Name: __________________________________ Name:

Title: ___________________________________ Title:

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Schedule 1 -
10 Schedule 1

FORM OF PARTY A LETTER OF CREDIT
[Issuing Bank Letterhead and Address] IRREVOCABLE STANDBY LETTER OF CREDIT NO. [XXXXXXX]
Date: Bank Ref.: Amount: US$[XXXXXXXX] Expiration Date:

Beneficiary: [ ______________]
Ladies and Gentlemen:

By the order of (“Applicant”), we, [insert bank name and address] (“Issuer”) hereby issue our Irrevocable Standby Letter of Credit No. [XXXXXXX] (the “Letter of Credit”) in favor [insert Beneficiary name] (“Beneficiary”), for an amount not to exceed the aggregate sum of U.S. $[XXXXXX] (United States Dollars [XXXXX] and 00/100), pursuant to that certain Amended and Restated EEI Master Power Purchase and Sale Agreement, together with the Cover Sheet, the Collateral Annex and Paragraph 10 to the Collateral Annex dated as of [XXXXXXXX] and as amended or otherwise modified from time to time between Applicant and Beneficiary (the “Master Agreement”). This Letter of Credit shall become effective immediately and shall expire on [insert date], or any expiration date extended in accordance with the terms hereof (the “Expiration Date”).

The Drawing Certificate may be presented by (a) U.S. mail, (b) overnight courier or (c) as a PDF attachment to an e- mail to [bank email address].

Transmittal by email shall be deemed delivered when received.

Partial draws are permitted under this Letter of Credit, and this Letter of Credit shall remain in full force and effect with respect to any continuing balance.

It is a condition of this Letter of Credit that the Expiration Date shall be Item 2i
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Schedule 1 -
11 deemed automatically extended without an amendment for a one year period beginning on the present Expiration Date hereof and upon each anniversary for such date, unless at least one hundred twenty (120) days prior to any such Expiration Date we have sent to you written notice by overnight courier service that we elect not to extend this Letter of Credit, in which case it will expire on the date specified in such notice. No presentation made under this Letter of Credit after such Expiration Date will be honored.

This Letter of Credit is issued subject to the rules of the ‘International Standby Practices 1998’, International Chamber of Commerce Publication No. 590 (“ISP98”) and, as to matters not addressed by ISP98, shall be governed and construed in accordance with the laws of state of New York.

Please address all correspondence regarding this Letter of Credit to the attention of the Letter of Credit Department at [insert bank address information] or by email to [bank email address], referring specifically to Issuer’s Letter of Credit No. [XXXXXXX]. For telephone assistance, please contact Issuer’s Standby Letter of Credit Department at [XXX-XXX-XXXX] and have this Letter of Credit available.

All notices to Beneficiary shall be in writing and are required to be sent by certified letter, overnight courier, or delivered in person to: [insert Beneficiary Notice Information]. Only notices to Beneficiary meeting the requirements of this paragraph shall be considered valid. Any notice to Beneficiary which is not in accordance with this paragraph shall be void and of no force or effect.
[Bank Name]
[Insert Officer’s Name]
[Insert Officer’s Title]
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Schedule 1 -
12 EXHIBIT A DRAWING CERTIFICATE
(DRAW REQUEST SHOULD BE ON BENEFICIARY’S

LETTERHEAD)
Drawing Certificate
[Insert Bank Name and Address]
The undersigned, a duly authorized representative of [insert Beneficiary name], as beneficiary (the “Beneficiary”) of the Irrevocable Letter of Credit No. [XXXXXXX] (the “Letter of Credit”) issued by [insert bank name] (the “Bank”) by order of (the “Applicant”), hereby certifies to the Bank as follows:

Applicant and Beneficiary are party to that certain Amended and Restated EEI Master Power Purchase and Sale Agreement, together with the Cover Sheet, the Collateral Annex and Paragraph 10 to the Collateral Annex dated as of [XXXXXXXX] and as amended or otherwise modified from time to time (the “Master Agreement”).

An Event of Default (as defined in the Master Agreement) has occurred and is continuing with respect to Applicant under the Master Agreement or an Early Termination Date (as defined in the Master Agreement) has occurred or been designated. Wherefore, the undersigned does hereby demand payment in an amount equal to all amounts due and owing of $[ ].

The undersigned is a duly authorized representative of [insert Beneficiary name] and is authorized to execute and deliver this Drawing Certificate on behalf of Beneficiary.

You are hereby directed to make payment of the requested amount to [insert Beneficiary name] by wire transfer in immediately available funds to the following account:
[specify account information] [insert Beneficiary name] [Name and title of the authorized representative]
[Date]
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Amended and Restated Master PPA - Constellation
Schedule 1 -
13 FORM OF PARTY B LETTER OF CREDIT
[ISSUING BANK]
[ADDRESS]
DATE OF ISSUANCE: ______________________
LETTER OF CREDIT NO.: __________________
BENEFICIARY:

APPLICANT:
____________________________________
____________________________________
____________________________________
TO WHOM IT MAY CONCERN:

WE HEREBY ESTABLISH OUR IRREVOCABLE

TRANSFERABLE STANDBY LETTER OF CREDIT IN YOUR FAVOR
FOR THE ACCOUNT OF _____________________ (THE "ACCOUNT
PARTY"), IN THE AGGREGATE AMOUNT OF ____________________ __________________________ UNITED STATES DOLLARS
($___________), AVAILABLE TO YOU AT SIGHT UPON DEMAND AT

OUR COUNTERS AT (LOCATION) ON OR BEFORE THE

EXPIRATION HEREOF AGAINST PRESENTATION TO US OF ANY

OF THE FOLLOWING STATEMENTS (WITH BRACKETED

LANGUAGE AND BLANKS APPROPRIATELY COMPLETED OR

DELETED), DATED AND SIGNED BY A REPRESENTATIVE OF THE
BENEFICIARY AND IDENTIFYING BY REFERENCE NO. THIS
LETTER OF CREDIT:

1. “AN EVENT OF DEFAULT (AS DEFINED IN THE AMENDED
AND RESTATED EEI Master POWER PURCHASE AND SALE

AGREEMENT, TOGETHER WITH THE COVER SHEET, THE
COLLATERAL ANNEX AND PARAGRAPH 10 TO THE COLLATERAL
ANNEX DATED AS OF ________BETWEEN BENEFICIARY OF YOUR
LETTER OF CREDIT NO. _______ (“BENEFICIARY”) AND ACCOUNT PARTY (AS THE SAME MAY BE AMENDED, THE “MASTER
AGREEMENT”)) HAS OCCURRED AND IS CONTINUING UNDER

THE MASTER AGREEMENT WITH RESPECT TO THE ACCOUNT

PARTY AND NO EVENT OF DEFAULT HAS OCCURRED AND IS

CONTINUING UNDER THE MASTER AGREEMENT WITH RESPECT
TO BENEFICIARY. WHEREFORE, THE UNDERSIGNED DOES
HEREBY DEMAND PAYMENT OF [$_______][THE ENTIRE
UNDRAWN AMOUNT OF THE LETTER OF CREDIT]. PAYMENT
SHOULD BE REMITTED TO __________________________
_____________________________________;”
OR

2. “AN EARLY TERMINATION DATE (AS DEFINED IN AMENDED
AND RESTATED EEI Master POWER PURCHASE AND SALE

AGREEMENT, TOGETHER WITH THE COVER SHEET, THE
COLLATERAL ANNEX AND PARAGRAPH 10 TO THE COLLATERAL
ANNEX DATED AS OF ________BETWEEN BENEFICIARY OF YOUR
LETTER OF CREDIT NO. ________ (“BENEFICIARY”) AND THE
Item 2i
Attachment 3
Amended and Restated Master PPA - Constellation
Schedule 1 -
14 ACCOUNT PARTY (AS THE SAME MAY BE AMENDED, THE
“MASTER AGREEMENT”)) HAS OCCURRED AND IS CONTINUING

UNDER THE MASTER AGREEMENT WITH RESPECT TO THE

ACCOUNT PARTY AND NO EVENT OF DEFAULT HAS OCCURRED

AND IS CONTINUING UNDER THE MASTER AGREEMENT WITH
RESPECT TO THE BENEFICIARY. WHEREFORE, THE

UNDERSIGNED DOES HEREBY DEMAND PAYMENT OF
[$___________] [THE ENTIRE UNDRAWN AMOUNT OF THE LETTER OF CREDIT]. PAYMENT SHOULD BE REMITTED TO
_______________
________________________________________________;”
OR

3. “THE EXPIRATION DATE OF YOUR LETTER OF CREDIT NO.
_______ IS LESS THAN TWENTY (20) DAYS FROM THE DATE OF

THIS STATEMENT, AND THE ACCOUNT PARTY UNDER SUCH

LETTER OF CREDIT IS REQUIRED, BUT HAS FAILED, TO PROVIDE

A REPLACEMENT LETTER OF CREDIT OR OTHER COLLATERAL

BEYOND SUCH EXPIRATION DATE IN ACCORDANCE WITH, AND

TO ASSURE PERFORMANCE OF, ITS OBLIGATIONS UNDER THE

ISDA MASTER AGREEMENT BETWEEN ACCOUNT PARTY AND

THE BENEFICIARY OF THE LETTER OF CREDIT (AS THE SAME
MAY BE AMENDED, THE “MASTER AGREEMENT”). NO EVENT OF

DEFAULT HAS OCCURRED AND IS CONTINUING UNDER THE
MASTER AGREEMENT WITH RESPECT TO THE BENEFICIARY.

WHEREFORE, THE UNDERSIGNED DOES HEREBY DEMAND
PAYMENT OF [$_______][THE ENTIRE UNDRAWN AMOUNT OF
THE LETTER OF CREDIT]. PAYMENT SHOULD BE REMITTED TO
____________________________________________________________;”

EXCEPT AS PROVIDED BELOW, THIS LETTER OF CREDIT
EXPIRES AT OUR COUNTERS ON ___________. IT IS A CONDITION

OF THIS LETTER OF CREDIT THAT IT WILL BE AUTOMATICALLY

EXTENDED FOR THREE MONTH PERIODS (TO THE SAME

CALENDAR DAY OF SUCH THIRD FOLLOWING MONTH AS THE

DAY OF THE MONTH STATED ABOVE FOR ITS INITIAL

EXPIRATION DATE) FOLLOWING ITS THEN CURRENT
EXPIRATION DATE, UNLESS AT LEAST THIRTY (30) DAYS BEFORE

ITS THEN CURRENT EXPIRATION DATE, WE NOTIFY YOU, BY
FACSIMILE TRANSMISSION TO ________________________________ ATTN: _________ ______________ THAT WE DO NOT INTEND TO EXTEND THIS LETTER OF CREDIT; PROVIDED THAT THE

ORIGINAL NOTICE SHALL BE SIMULTANEOUSLY FORWARDED

BY OVERNIGHT COURIER SERVICE TO YOU AT THE ABOVE
ADDRESS; PROVIDED FURTHER THAT THE FAILURE OF THE

COURIER SERVICE TO TIMELY DELIVER SHALL NOT AFFECT
THE EFFICACY OF THE NOTICE. HOWEVER, IN NO EVENT

SHALL THE EXPIRATION DATE OF THIS LETTER OF CREDIT
EXTEND BEYOND _______________________.

PARTIAL DRAWINGS ARE PERMITTED HEREUNDER AND
MULTIPLE DRAWINGS ARE PERMITTED HEREUNDER.

PRESENTATION OF DEMANDS FOR AMOUNTS IN EXCESS OF THE

AMOUNT OF THIS LETTER OF CREDIT ARE ACCEPTABLE AND
NOT DISCREPANT FOR THAT REASON. HOWEVER, THE AMOUNT

PAYABLE ON SUCH DEMANDS WILL NOT EXCEED THE AMOUNT
AVAILABLE UNDER THIS LETTER OF CREDIT.

Item 2i
Attachment 3
Amended and Restated Master PPA - Constellation
Schedule 1 -
15 ALL DEMANDS FOR PAYMENT SHOULD BE PRESENTED TO US AT THE FOLLOWING ADDRESS:
______________________________________________________, ATTENTION: __________________ DEMANDS PRESENTED BY
TELEFACSIMILE (“FAX”) TO FAX NUMBER______________, OR
ALTERNATELY TO FAX NUMBER ______________ARE
ACCEPTABLE, UNDER TELEPHONE PRE-ADVICE TO___________,
OR ALTERNATELY TO_______________ ; PROVIDED THAT COPIES

OF THE ORIGINAL DRAFT, STATEMENT AND LETTER OF CREDIT

SHALL BE SIMULTANEOUSLY FORWARDED BY OVERNIGHT
COURIER SERVICE TO OUR OFFICE AT _____________ ; PROVIDED

FURTHER THAT THE FAILURE OF THE COURIER SERVICE TO

TIMELY DELIVER SHALL NOT AFFECT THE EFFICACY OF THE
DEMAND.

THE DOCUMENT(S) REQUIRED MUST BE RECEIVED BY FAX ON

OR BEFORE THE EXPIRY DATE ON THIS INSTRUMENT IN

ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS

LETTER OF CREDIT

WE HEREBY AGREE WITH YOU THAT DOCUMENTS DRAWN

UNDER AND IN COMPLIANCE WITH THE TERMS OF THIS LETTER

OF CREDIT SHALL BE DULY HONORED UPON PRESENTATION AS
SPECIFIED.

WE SHALL HAVE A REASONABLE AMOUNT OF TIME, NOT TO
EXCEED THREE (3) BUSINESS DAYS FOLLOWING THE DATE OF

OUR RECEIPT OF DRAWING DOCUMENTS, TO EXAMINE THE

DOCUMENTS AND DETERMINE WHETHER TO TAKE UP OR
REFUSE THE DOCUMENTS AND TO INFORM YOU ACCORDINGLY.

THIS LETTER OF CREDIT SHALL BE GOVERNED BY THE
INTERNATIONAL STANDBY PRACTICES 1998 (INTERNATIONAL
CHAMBER OF COMMERCE PUBLICATION NO. 590) (THE "ISP"),

EXCEPT TO THE EXTENT THAT THE TERMS HEREOF ARE

INCONSISTENT WITH THE PROVISIONS OF THE ISP, IN WHICH
CASE THE TERMS OF THIS LETTER OF CREDIT SHALL GOVERN.

THIS LETTER OF CREDIT SHALL, AS TO MATTERS NOT
GOVERNED BY ISP98, BE GOVERNED BY AND CONSTRUED IN

ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,
INCLUDING UNIFORM COMMERCIAL CODE, ARTICLE 5.

IF THIS LETTER OF CREDIT EXPIRES DURING AN INTERRUPTION

OF BUSINESS, THE BANK HEREBY SPECIFICALLY AGREES TO

EFFECT PAYMENT, IF THIS LETTER OF CREDIT IS DRAWN

AGAINST, OTHERWISE IN ACCORDANCE WITH ITS TERMS,
WITHIN THIRTY (30) DAYS AFTER THE RESUMPTION OF
BUSINESS.

THIS LETTER OF CREDIT IS TRANSFERABLE, AND WE AGREE TO

CONSENT TO ITS TRANSFER, WHICH AGREEMENT SHALL NOT

BE UNREASONABLY WITHHELD AND SUBJECT TO OUR

STANDARD TERMS AND PRACTICES OF TRANSFER UPON OUR

RECEIPT OF ATTACHMENT A AND YOUR PAYMENT TO US OF
OUR STANDARD TRANSFER FEE. THIS LETTER OF CREDIT MAY
NOT BE TRANSFERRED TO ANY PERSON WITH WHICH U.S.

PERSONS ARE PROHIBITED FROM DOING BUSINESS UNDER U.S.

FOREIGN ASSETS CONTROL REGULATIONS OR OTHER
Item 2i
Attachment 3
Amended and Restated Master PPA - Constellation
Schedule 1 -
16 APPLICABLE U.S. LAWS AND REGULATIONS.

EXCEPT FOR TRANSFER FEES, ALL ISSUING BANK CHARGES ARE
FOR THE ACCOUNT OF THE APPLICANT.
[BANK SIGNATURE]

THIS FORM TO BE USED WHERE A LETTER OF CREDIT IS

TRANSFERRED IN ITS ENTIRETY
Date:
_________________
Re: Letter of Credit Number: __________issued by ______ To Whom It May Concern:

For value received, the undersigned Beneficiary hereby irrevocably transfers to:
________________________________________________________________ (Name of Transferee)
_______________________________________________________________ (Address)
all rights of the undersigned beneficiary to draw under the above referenced Letter of Credit in its entirety.

TO:

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Attachment 3
Amended and Restated Master PPA - Constellation
Schedule 1 -
17 By this transfer, all rights of the undersigned Beneficiary in such Letter of Credit are transferred to the Transferee and the Transferee shall have the sole rights as Beneficiary thereof, including sole rights relating to any amendments whether increases or extensions or other amendments and whether now existing or hereafter made. All amendments are to be advised direct to the Transferee without necessity of any consent of or notice to the undersigned Beneficiary.

The original advice of such Letter of Credit is returned herewith together with any and all amendments, and we ask you to endorse the transfer on the reverse of the original advice, and forward it to the Transferee with your customary notice of transfer. [Our bank check for USD300.00 is attached representing your transfer fee.] Very Truly yours,
______________________________________
(Print Name of First Beneficiary)
Very truly yours,
___________________________
(Print Name of Beneficiary)
___________________________
(Print Authorized Signer(s) Name(s) and Title(s))
___________________________
(Authorized Signature(s))
___________________________
(Telephone number/fax number)

SIGNATURE GUARANTEED
Signature(s) with title(s) conform(s) to that/those on file with us for this individual, entity or company and signer(s) is/are authorized to execute this agreement. We attest that the individual, company or entity has been identified by us in compliance with USA PATRIOT Act procedures of our bank. ________________________________________________
(Print Name of Bank)
________________________________________________
(Address of Bank)
________________________________________________
(City, State, Zip Code)
________________________________________________
(Print Name and Title of Authorized Signer)
________________________________________________
(Authorized Signature)
________________________________________________
(Telephone Number)
________________________________________________
(Date)
Item 2i
Attachment 3
Amended and Restated Master PPA - Constellation

EXECUTION VERSION
1 Master Power
Purchase & Sale
Agreement
Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association ALL RIGHTS RESERVED UNDER U.S. AND FOREIGN LAW, TREATIES AND CONVENTIONS

ATTRIBUTION TO THE COPYRIGHT OWNERS IS REQUESTED.

Item 2i
Attachment 4
Amended and Restated Master PPA - NRG

EXECUTION VERSION
2 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association ALL RIGHTS RESERVED UNDER U.S. AND FOREIGN LAW, TREATIES AND CONVENTIONS

ATTRIBUTION TO THE COPYRIGHT OWNERS IS REQUESTED.

Item 2i
Attachment 4
Amended and Restated Master PPA - NRG

EXECUTION VERSION
3 MASTER POWER PURCHASE AND SALE AGREEMENT

ARTICLE ONE: GENERAL DEFINITIONS........... ERROR! BOOKMARK NOT DEFINED.

ARTICLE TWO: TRANSACTION TERMS AND CONDITIONS.......ERROR! BOOKMARK NOT DEFINED.

2.1 Transactions...........................................................Error! Bookmark not defined.

2.2. Governing Terms...................................................Error! Bookmark not defined.

2.3. Confirmation..........................................................Error! Bookmark not defined.

2.4. Additional Confirmation Terms.............................Error! Bookmark not defined.

2.5. Recording...............................................................Error! Bookmark not defined.

ARTICLE THREE: OBLIGATIONS AND DELIVERIES.......... ERROR! BOOKMARK NOT DEFINED.

3.1. Seller’s and Buyer’s Obligations...........................Error! Bookmark not defined.

3.2. Transmission and Scheduling ................................Error! Bookmark not defined.

3.3. Force Majeure ........................................................Error! Bookmark not defined.

ARTICLE FOUR: REMEDIES FOR FAILURE TO DELIVER/RECEIVE....................ERROR! BOOKMARK NOT DEFINED.

4.1. Seller Failure..........................................................Error! Bookmark not defined.

4.2. Buyer Failure .........................................................Error! Bookmark not defined.

ARTICLE FIVE: EVENTS OF DEFAULT; REMEDIES............ ERROR! BOOKMARK NOT DEFINED.

5.1. Events of Default ...................................................Error! Bookmark not defined.

5.2. Declaration of an Early Termination Date and Calculation of Settlement Amounts.................................................................Error! Bookmark not defined.

5.3. Net Out of Settlement Amounts.............................Error! Bookmark not defined.

5.4. Notice of Payment of Termination Payment .........Error! Bookmark not defined.

5.5. Disputes With Respect to Termination Payment...Error! Bookmark not defined.

5.6. Closeout Setoffs.....................................................Error! Bookmark not defined.

5.7. Suspension of Performance....................................Error! Bookmark not defined.

ARTICLE SIX: PAYMENT AND NETTING.......... ERROR! BOOKMARK NOT DEFINED.

6.1. Billing Period.........................................................Error! Bookmark not defined.

6.2. Timeliness of Payment...........................................Error! Bookmark not defined.

6.3. Disputes and Adjustments of Invoices...................Error! Bookmark not defined.

6.4. Netting of Payments...............................................Error! Bookmark not defined.

6.5. Payment Obligation Absent Netting ......................Error! Bookmark not defined.

Item 2i
Attachment 4
Amended and Restated Master PPA - NRG

EXECUTION VERSION
4 6.6. Security ..................................................................Error! Bookmark not defined.

6.7. Payment for Options..............................................Error! Bookmark not defined.

6.8. Transaction Netting................................................Error! Bookmark not defined.

ARTICLE SEVEN: LIMITATIONS......................... ERROR! BOOKMARK NOT DEFINED.

7.1 Limitation of Remedies, Liability and Damages...Error! Bookmark not defined.

ARTICLE EIGHT: CREDIT AND COLLATERAL REQUIREMENTS ........................ERROR! BOOKMARK NOT DEFINED.

8.1 Party A Credit Protection.......................................Error! Bookmark not defined.

8.2 Party B Credit Protection.......................................Error! Bookmark not defined.

8.3 Grant of Security Interest/Remedies......................Error! Bookmark not defined.

ARTICLE NINE: GOVERNMENTAL CHARGES. ERROR! BOOKMARK NOT DEFINED.

9.1 Cooperation............................................................Error! Bookmark not defined.

9.2 Governmental Charges...........................................Error! Bookmark not defined.

ARTICLE TEN: MISCELLANEOUS ...................... ERROR! BOOKMARK NOT DEFINED.

10.1 Term of Master Agreement....................................Error! Bookmark not defined.

10.2 Representations and Warranties.............................Error! Bookmark not defined.

10.3 Title and Risk of Loss............................................Error! Bookmark not defined.

10.4 Indemnity ...............................................................Error! Bookmark not defined.

10.5 Assignment ............................................................Error! Bookmark not defined.

10.6 Governing Law ......................................................Error! Bookmark not defined.

10.7 Notices ...................................................................Error! Bookmark not defined.

10.8 General...................................................................Error! Bookmark not defined.

10.9 Audit ......................................................................Error! Bookmark not defined.

10.10 Forward Contract ...................................................Error! Bookmark not defined.

10.11 Confidentiality .......................................................Error! Bookmark not defined.

SCHEDULE M ....................................................................................................................18 SCHEDULE P: PRODUCTS AND RELATED DEFINITIONS.. ERROR! BOOKMARK NOT DEFINED.

EXHIBIT A: CONFIRMATION LETTER............... ERROR! BOOKMARK NOT DEFINED.

Item 2i
Attachment 4
Amended and Restated Master PPA - NRG

EXECUTION VERSION
1 AMENDED AND RESTATED MASTER POWER PURCHASE AND SALE

AGREEMENT

COVER SHEET
This Amended and Restated Master Power Purchase and Sale Agreement (“Master Agreement”) is made as of the following date: ________, 2026 (“Effective Date”). The Parties intend for this Master Agreement to replace in its entirety that certain Master Power Purchase and Sale Agreement entered by and between NRG Business Marketing LLC (formerly Direct Energy Business Marketing LLC, which was successor in interest to Energy America, LLC), known as Party A, and Silicon Valley Clean Energy Authority, known as Party B, dated as of November 28, 2016, as amended by that certain EEI Amendment Agreement, dated as of January 5, 2024, (“Original Master Agreement”). Upon the Effective Date of this Master Agreement, the Original Master Agreement shall be of no further force or effect and any outstanding Transactions entered under the Original Master Agreement shall be governed by this Master Agreement. A Collateral Annex, including the Paragraph 10 elections, entered between Party A and Party B and dated as of the date of this Master Agreement, is hereby incorporated into this Master Agreement. All existing and future Transactions will be subject to and margined under the aforementioned Collateral Annex. The Master Agreement, together with the exhibits, schedules and any written supplements hereto, the Party A Tariff, if any, the Party B Tariff, if any, any designated collateral, credit support or margin agreement or similar arrangement between the Parties and all Transactions (including any confirmations accepted in accordance with Sectio 2.3 hereto) shall be referred to as the “Agreement.” Upon execution of this Master Agreement by both Parties, both Parties agree to terminate the original Intercreditor and Collateral Agency Agreement, dated December 15, 2016.

The Parties to this Master Agreement are the following:

Name: NRG Business Marketing LLC (“Party A”) Name: Silicon Valley Clean Energy Authority, a California joint powers authority (“SVCE” or “Party
B”)
All Notices:

Street: 804 Carnegie Center
City: Princeton, NJ. Zip: 08540
Attn: Contract Administrator
Phone: 609.524.4543
Facsimile: 609.524.4540
Email: [email protected]
Duns: 3
Federal Tax ID Number:

All Notices:
333 W. El Camino Real, Suite 330
Sunnyvale, California 94087
Attn: Monica Padilla, CEO and Kris Van Vactor,
Director of Power Resources
Phone: (408) 549-2683
Email and
Duns:

Federal Tax ID Number:

Invoices:

Attn: Accounting – Physical Power
Phone: 609.524.4980
Email: [email protected] and
[email protected]
Invoices:

Attn: Power Supply Group
Phone: (408) 721-5301
Email:

Item 2i
Attachment 4
Amended and Restated Master PPA - NRG

EXECUTION VERSION
2 Scheduling:

Attn: Day Ahead Scheduling
Phone: 713.537.3710 or 3711
Facsimile: 609.524.4540
Email: [email protected]
Scheduling:

Attn: Accounting – Physical Power
Phone: 609.524.4980
Email: [email protected]
Payments:

Attn: Finance Group
Phone: (408) 721-5301
Email:

Wire Transfer:

BNK: J.P. Morgan/Chase Manhattan
ABA:

ACCT:

Wire Transfer:

BNK: River City Bank
ABA:

ACCT:

Credit and Collections:

Attn: Director, Credit Risk
Phone: 732-781-0506
Email: [email protected]
Credit and Collections:

Attn: Finance Group
Phone: (408) 721-5301
Email:

With additional Notices of an Event of Default or
Potential Event of Default to:

Attn: Assistant General Counsel - Commercial
Phone: 609.524.4500
Facsimile: 609.524.4589
Email: [email protected]
With additional Notices of an Event of Default or
Potential Event of Default to:

Michael Callahan, General Counsel
Email:
and to:

Kris Van Vactor, Director of Power Resources
Email:
and to:

Amrit Singh, Chief Financial Officer/Director of
Administrative Services
Email:

Item 2i
Attachment 4
Amended and Restated Master PPA - NRG

EXECUTION VERSION
3 The Parties hereby agree that the General Terms and Conditions are incorporated herein, and to the following provisions as provided for in the General Terms and Conditions:

Party A Tariff: FERC Electric Tariff Dated: May 29. 2002 Docket Number: ER11-1848 Party B Tariff: N/A
Article Two
Transaction Terms and
Conditions
■ Optional provision in Section 2.4. If not checked, inapplicable.

Article Four
Remedies for Failure to
Deliver or Receive
■ Accelerated Payment of Damages. If not checked, inapplicable.

Article Five ■ Cross Default for Party A:

Events of Default;
Remedies
□ Party A: Cross Default Amount:
■ Other Entity: NRG Energy,
Inc., a Delaware
Corporation
0 ■ Cross Default for Party B:
■ Party B: Silicon Valley
Clean Energy Authority
Cross Default Amoun
□ Other Entity: Cross Default Amount: $_________

EXECUTION VERSION
4 period and shall be prepared in accordance with generally accepted accounting principles; provided, however, that should any such statements not be available on a timely basis due to a delay in preparation or certification, such delay shall not be an Event of Default so long as the relevant entity diligently pursues the preparation, certification and delivery of the statements. The first quarterly audited statement will be provided within 90 days after the fiscal quarter during which Party A begins deliveries under a Transaction. Party B’s fiscal year ends June 30.
(b) Credit Assurances:
■ Not Applicable
□ Applicable
(c) Collateral Threshold:
□ Not Applicable
■ Applicable
See the Collateral Annex, which shall replace Articles 8.1(c) and 8.2(c) in their entirety.
(d) Downgrade Event:
□ Not Applicable
■ Applicable
If applicable, complete the following:
■ It shall be a Downgrade Event for Party B if Party B’s Credit Rating falls below BBB- from S&P or Baa3
from Moody’s or if Party B is not rated by either S&P
or Moody’s.
□ Other: It shall be a Downgrade Event for Party B if
Party B’s Guarantor’s Credit Rating falls below BBB-from S&P or Baa3 from Moody’s or if Party A’s Guarantor is not rated by either S&P or Moody’s.
(e) Guarantor for Party B: N/A
Guarantee Amount:

8.2 Party B Credit Protection:
(a) Financial Information:
□ Option A
□ Option B - Specify:
■ Option C - Specify:

EXECUTION VERSION
5 semi-annual period of Party A, and such request will be deemed to have been filled if such financial statements are available on “EDGAR” or Party A’s corporate websites. In all cases the statements shall be for the most recent
accounting period and shall be prepared in accordance with generally accepted accounting principles; provided, however, that should any such statements not be available on a timely basis due to a delay in preparation or certification, such delay shall not be an Event of Default so long as the relevant entity diligently pursues the preparation, certification and delivery of the statements.
(b) Credit Assurances:
■ Not Applicable
□ Applicable
(c) Collateral Threshold:
□ Not Applicable
■ Applicable
See the Collateral Annex, which shall replace Articles 8.1(c) and 8.2(c) in their entirety.
(d) Downgrade Event:
□ Not Applicable
■ Applicable
If applicable, complete the following:
□ It shall be a Downgrade Event for Party A if Party A’s Credit Rating falls below BBB- from S&P or Baa3
from Moody’s or if Party A is not rated by either S&P
or Moody’s.
■ Other: It shall be a Downgrade Event for Party A if
Party A’s Guarantor’s Credit Rating falls below BBB-from S&P or Baa3 from Moody’s or if Party A’s Guarantor is not rated by either S&P or Moody’s.
(e) Guarantor for Party A: NRG Energy, Inc.

Guarantee Amount: To be delineated in any guaranty issued by the Guarantor.

Article Ten
Confidentiality ■ Confidentiality Applicable If not checked, inapplicable.

Item 2i
Attachment 4
Amended and Restated Master PPA - NRG

EXECUTION VERSION
6 Other Changes
This Master Power Purchase and Sale Agreement and the associated Collateral Annex incorporate, by reference, the changes published in the EEI Errata, Version 1.1, dated July 18, 2007.

1. Section 1.1 is amended by adding the following sentence at the end of the definition of “Affiliate”:
“Notwithstanding the foregoing, the Parties hereby agree and acknowledge that the public entities designated as members or participants under the Joint Powers Agreement creating Party B shall not constitute or otherwise be deemed an “Affiliate” for the purposes of this Master Agreement or any Confirmation executed in connection therewith and shall exclude, in the case of Party A, any such person that is not organized or existing under the jurisdiction of Canada or the United States or a political subdivision thereof.”

3. Section 1.12 is amended by deleted the word “issues” and replacing it with “issuer”.

4. Section 1.23 shall be amended by inserting in the thirteenth line of this Subsection before the phrase “foregoing factors” the word “two.”

5. Section 1.24 is amended by adding before the period at the end thereof the following: “in accordance with Section 5.2”.

6. Section 1.27 is amended by deleting the phrase “or a foreign bank with a U.S. branch” and replacing it with the phrase “or a U.S. branch of a foreign bank.”

7. Section 1.46 is deleted in its entirety.

8. Section 1.50 (Recording) Delete the reference to “Section 2.4” and replace it with “Section 2.5”.

11. Section 1.53 is amended by:
(i) deleting “at the Delivery Point” from the second line; (ii) deleting the phrase in line 5 “at the Seller’s option” and replacing it with “absent a sale”; and
(iii) inserting the word “liability” in the ninth line the following: “provided, further, if the Seller is unable after using commercially reasonable efforts to resell all or a portion of the Product not received by the Buyer, the Sales Price with respect to such unsold Product shall be deemed to equal zero (0).

Item 2i
Attachment 4
Amended and Restated Master PPA - NRG

EXECUTION VERSION
7 12. Section 1.56 is amended by deleting the words “pursuant to Section 5.2” and by adding before the period at the end thereof the following: “, as determined in accordance with Section 5.2.”

13. Section 1.60 is amended by inserting the words “in writing” immediately following the words “agreed to”.

15. In Section 2.1, the last sentence is deleted in its entirety and replaced with the following:
“Each Party agrees not to contest, or assert any defense to, the validity or enforceability of the Transaction entered into in accordance with this Master Agreement based on any lack of authority of the Party or any lack of authority of any employee of the Party to enter into a Transaction; provided, however, Party A acknowledges that no employee of Party B may amend or otherwise materially modify this Master Agreement or a Transaction, or enter into a new Transaction, without the approval of the board of Party B, which may be granted on a prospective basis, and that evidence of such approval, including a certified incumbency setting forth the name and signatures of employees of Party B with authority to act on behalf of Party B, will be provided pursuant to Section 10.13.”

16. Section 2.3 is hereby deleted in its entirety and replaced with the following:

17. Section 2.4 is hereby amended by deleting the words “either orally or” in the sixth line.

18. Section 2.5 is hereby deleted in its entirety and replaced with the following:

20. In Section 5.1(a), change “three (3) Business Days” to “five (5) Business Days”.

21. In Section 5.1(g),
Item 2i
Attachment 4
Amended and Restated Master PPA - NRG

EXECUTION VERSION
8 (a) delete the phrase “or becoming capable at such time of being declared,” on the eighth line of the Section,
(b) and add the following at the end of the Section:
“provided, however, that no default or event of default shall be deemed to have occurred under this Section 5.1(g) to the extent that any applicable cure period or grace period is available;”

22. Section 5.1(h)(v) – “Events of Default”
Add “made in connection with this Agreement” after “any guaranty”.

23. Section 5.1 is further amended by replacing the period at the end of subsection (h) with a semicolon, and adding new subsections which read as follows:
“(i) during any consecutive ninety (90) day period, there have occurred five (5) or more “Seller Failures” as that term is used in Section 4.1, under any and all Transactions, regarding which the Seller shall be deemed to be the Defaulting Party, and Buyer shall also be entitled to its remedies under Section 4.1;”
“(j) a representation or warranty with respect to the Defaulting Party’s financial statement that is false or misleading if such false or misleading statement is not remedied within five (5) Business Days after written notice;”
“(k) revocation or suspension by the Federal Energy Regulatory Commission of Party A’s authorization to make sales at market-based rates, and Party A is unable to reinstate such authorization within ninety (90) days; or”
“(l) A Party or its Guarantor suffering or being the subject of a default, event of default, termination event, breach or other similar condition or event (howsoever expressed) that has not been remedied within the applicable grace periods under any other agreement or instrument (including, without limitation, commodity and financial derivative agreements or transactions) between a Party or one of its Affiliates and the other Party or one of its Affiliates, where the result of such event has been the termination and liquidation of transactions and the acceleration of amounts due thereunder.”

EXECUTION VERSION
9 reference information supplied by one or more third parties including, without limitation, quotations (either firm or indicative) of relevant rates, prices, yields, yield curves, volatilities, spreads or other relevant market data in the relevant markets. Third parties supplying such information may include dealers, brokers and information vendors, including, without limitation, Intercontinental Exchange, Inc. If the Non-Defaulting Party’s calculation of the Termination Payment results in an amount that would be due to the Defaulting Party (i.e. the Defaulting Party was in-the-money), then the Termination Payment shall be deemed to be zero dollars ($0.00).

26. Section 5.5 Disputes With Respect to Termination Payment Add the following at the end of Section 5.5:
“(a) Senior Officers. Each of the Parties shall upon five days notice from the other Party designate in writing to the other a senior officer, who shall be authorized to resolve any dispute relating to the calculation of the Termination Payment with respect to Terminated Transactions following the designation of an Early Termination Date (“Dispute”). If any Dispute is not resolved within fifteen days following receipt by a Party of notice of a Dispute, the Parties may pursue any other right or remedy available at law, in equity or under this Agreement, subject to Section 7.1, to resolve the Dispute. The Parties shall (1) attempt to resolve all Disputes promptly and equitably; and (2) provide each other with reasonable access during normal business hours to any and all non-privileged records, information and data pertaining to any such Dispute.
(b). Preservation of Rights and Remedies. Noting in this Section 5.5 shall preclude, restrict, limit or stop any right or remedy that, subject to Section 7.1, may be available to a Party at law, in equity or under this Agreement in connection with any claim, action, cause or action or indemnity which is not a Dispute as defined in Section 5.5(a) above.”

27. In Section 5.7, delete “a” and “or (b) a Potential Event of Default” from the second line.

28. In Section 6.3, lines 3, 16 & 18, change twelve (12) months to twenty-four (24) months.

29. Section 7.1 shall be amended by:
(i) adding “SET FORTH IN THIS AGREEMENT” after “INDEMNITY PROVISION” and before “OR OTHERWISE,” in the fifth sentence;
(ii) adding in the nineteenth line the words “PROVIDED, HOWEVER, NOTHING IN THIS

SECTION SHALL AFFECT THE ENFORCEABILITY OF THE PROVISIONS OF THIS

AGREEMENT EXPRESSLY ALLOWING FOR SPECIAL DAMAGES, INCLUDING

BUT NOT LIMITED TO REMEDIES FOR FAILURE TO DELIVER/RECEIVE IN SECTIONS 4.1 AND 4.2, AND CALCULATION AND PAYMENT OF THE TERMINATION PAYMENT IN SECTIONS 5.2 and 5.3.” immediately after the words “ANY INDEMNITY PROVISIONS SET FORTH IN THIS AGREEMENT OR OTHERWISE”; and
Item 2i
Attachment 4
Amended and Restated Master PPA - NRG

EXECUTION VERSION
10 (iii) adding at the end of the last sentence the words “AND ARE NOT PENALTIES.”

30. In Section 8.2(d), before the comma in line five, add “or fails to maintain such Performance Assurance or guaranty or other credit assurance for so long as the Downgrade Event is continuing, and does not restore such Performance Assurance within three (3) Business Days of receipt of notice”.

31. Section 8.4 is added as follows:
“In no event shall a Party be required to provide Credit Assurances, Independent Amounts, or any other collateral that in the aggregated exceeds the Termination Payment.”

32. In Section 10.2, delete the phrase “or Potential Event of Default” from Sections 10.2(vii).

33. After Section 10.2(xii) add the following:
“(xiii) each Transaction that is not executed or traded on a trading facility, as defined in the Commodity Exchange Act, is subject to individual negotiation by the Parties; (xiv) all payments made or to be made by one Party to the other Party pursuant to this Agreement constitute “settlement payments”;
(xv) all transfers of Performance Assurance by one Party to the other Party under this Agreement constitute “margin payments”; and
(xvi) each Party’s rights under Section 5.2, Declaration of an Early Termination Date and Calculation of Settlement Amounts, and Section 5.3, Net Out of Settlement Amounts constitute a “contractual right to liquidate” Transactions.
(xvii) it is an “eligible commercial entity” within the meaning of Section 1a (17) of the Commodity Exchange Act, as amended by the Commodity Futures Modernization Act of 2000 (the “Commodity Exchange Act”);
“(xviii) it is an “Eligible Contract Participant” within the meaning of Section 1a(18) of the Commodity Exchange Act.”

34. Section 10.2(ix) shall be deleted in its entirety and replaced with the following:
“it is a “forward contract merchant” within the meaning of Title 11 of the United States Code, as amended (the “Bankruptcy Code”), all payments made or to be made by one Party to the other Party pursuant to this Agreement constitute a “settlement payment” within the meaning of the Bankruptcy Code, all transfers of Performance Assurance by one Party to the other Party under this Agreement constitute a “margin payment” within the meaning of the Bankruptcy Codes, each Party shall have the “contractual right” to terminate, liquidate, accelerate, or offset the transaction as a “master netting agreement participant” within the meaning of the Bankruptcy Code, electricity delivered hereunder constitutes a “good” under Section 503(b)(9) of the Bankruptcy Code, and the Parties are entities entitled to the rights under, and the protections afforded by, Sections 362, 546, 553, 556, 560, 561 and 562 of the Bankruptcy Code.”
Item 2i
Attachment 4
Amended and Restated Master PPA - NRG

EXECUTION VERSION
11 35. Section 10.5 shall be amended by deleting the words from the beginning of clause (ii) through the words prior to “provided, however” and replacing them with:
“(ii) transfer or assign this Agreement to an Affiliate of such Party so long as (x) such Affiliate’s creditworthiness is equal to or higher than that of such Party or the Guarantor, if any, for such Party, or (y) the obligations of such Affiliate are guaranteed by such Party or its Guarantor, if any, in accordance with a guaranty agreement in form and substance satisfactory to the other Party, and (iii) transfer or assign this Agreement to any person or entity succeeding to all or substantially all of the assets of such Party whose creditworthiness is equal to or higher than that of such Party or its Guarantor, if any”

36. Section 10.6 shall be amended by deleting the sentence “EACH PARTY WAIVES ITS