POWER PURCHASE AGREEMENT BETWEEN RAFT RIVER ENERGY I LLC AND IDAHO POWER COMPANY TABLE OF CONTENTS POWER PURCHASE AGREEMENT BETWEEN RAFT RIVER ENERGY I LLC AND IDAHO POWER COMPANY

POWER PURCHASE AGREEMENT
BETWEEN
RAFT RIVER ENERGY I LLC
AND
IDAHO POWER COMPANY

TABLE OF CONTENTS

POWER PURCHASE AGREEMENT
BETWEEN
RAFT RIVER ENERGY I LLC
AND
IDAHO POWER COMPANY

          This Power Purchase Agreement (“Agreement”), is entered into this ________ day of _______________ , 2007, by and between RAFT RIVER ENERGY I LLC a Delaware limited liability company with a principal place of business at 1509 Tyrell Lane, Suite B, Boise, ID 83706 (“Seller”), and IDAHO POWER COMPANY, an Idaho corporation with a principal place of business at 1221 W. Idaho Street, Boise, ID 83702 (“Buyer”). Seller and Buyer may be referred to individually as “Party,” or jointly as “Parties.”

Recitals

          A.      Seller desires to develop, construct, own and operate a geothermal electric generating facility with an estimated average annual net output of 13 MW.

          B     . Seller has responded to Buyer’s solicitation of bids for the provision of renewable energy, and Buyer has accepted Seller’s offer in accordance with the terms and conditions set forth in this Agreement.

          C.      Seller and Buyer wish to enter into this Agreement in order to set forth the terms and conditions under which Seller will sell and Buyer will purchase energy from the Seller’s Facility.

          D.      Seller and Buyer, upon Commission approval and satisfaction by the Seller of all requirements to attain a First Energy Date as specified within this Agreement, wish to terminate the PURPA Firm Energy Sales Agreement between the Buyer and the Seller dated December 29, 2004.

          NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, the sufficiency and adequacy of which are hereby acknowledged by each Party, the Parties agree to the following:

ARTICLE 1
DEFINITIONS

          1.1      “Affiliate” means any other person or entity that controls, is under the control of, or is under common control with, the named person or entity. For purposes of this definition, the term “control” (including the terms “controls,” “under the control of,” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management or the policies of a person or entity, whether through ownership interest, by contract or otherwise.

          1.2      “Annual Capacity Factor” means 90%.

          1.3      “Annual Guaranteed Output” means the Annual Output Forecast as defined in Section 7.5 multiplied by the Annual Capacity Factor.

          1.4      “Bankrupt” means with respect to any entity, such entity (1) 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, (2) makes an assignment or any general arrangement for the benefit of creditors, (3) otherwise becomes bankrupt or insolvent (however evidenced), (4) 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 (5) is generally unable to pay its debts as they fall due. The term “Bankruptcy” shall have a corollary meaning when used herein.

          1.5      “BPA” means Bonneville Power Administration or its successor.

          1.6      “Business Day” means any calendar day that is not a Saturday, a Sunday, or a NERC-recognized holiday.

          1.7      “Buyer’s Delivery Business Unit” means that portion of Idaho Power Company, or its successor, that is responsible for the interconnections and operations of the Idaho Power Company distribution and transmission system as specified in the Idaho Power Company OATT.

          1.8      “Commission” means the Idaho Public Utilities Commission or its successor.

          1.9      “Commission Approval” means an order issued by the Commission approving this Agreement and finding the Contract Price to be reasonable and that all payments to be made to Seller under this Agreement shall be allowed as prudently incurred expenses of Buyer for ratemaking purposes, without condition(s) or modification(s) other than condition(s) or modification(s) accepted in writing by the Party or Parties adversely affected by such condition(s) or modification(s).

          1.10      “Contract Price” means the price for all Net Energy that has been agreed to by the Parties in this Agreement and referenced in Appendix A.

          1.11      “Contract Year” means the period commencing each calendar year on the same calendar date as the Operation Date and ending one (1) year later.

          1.12      “Credit Rating” means (1) with respect to any entity other than a financial institution, the (a) current ratings issued or maintained by S&P’s or Moody’s with respect to such entity’s long-term senior, unsecured, unsubordinated debt obligations (not supported by third-party credit enhancements) or (b) corporate credit rating or long-term issuer rating issued or maintained with respect to such entity by S&P’s or Moody’s, or (2) if such entity is a financial institution, the ratings issued or maintained by S&P’s or Moody’s with respect to such entity’s long-term, unsecured, unsubordinated deposits.

          1.13      “Delay Energy Quantity” means 9,000 kW less any portion of capacity rating (kW) of the Facility that has met the Operation Date requirements specified in Section 4.4 multiplied by the hours beginning with the 744 ^th hour past midnight of the Scheduled Operation Date to midnight of the day preceding the Operation Date, not to exceed, 2,160 total hours.

          1.14      “Delay Liquidated Damages” means the Delay Energy Quantity multiplied by the Delay Price.

          1.15      “Delay Price” means the applicable month’s Market Energy Price less the applicable month’s Contract Price. If this calculation results in a value less than zero (0) then the result will be zero (0).

          1.16      “Designated Dispatch Facility” means Buyer’s generation dispatch group or any subsequent group designated by Buyer.

          1.17      “Effective Date” means the date first written above.

          1.18      “Emergency” means an emergency condition as defined under the Interconnection Agreement or the applicable OATT.

          1.19      “Environmental Attributes” means the aggregate amount of environmental air quality credits, off-sets, or other benefits related to the Net Energy produced by the Facility that reduces, displaces or off-sets emissions resulting from fuel combustion at another location pursuant to any federal, state or local legislation or regulation, and the aggregate amount of credits, offsets or other benefits related to Buyer’s current marketing program, any successor green pricing program, or other environmental or renewable energy credit trading program derived from the use, purchase or distribution of Net Energy from the Facility or any similar program pursuant to any federal, state or local legislation or regulation. The Environmental Attributes include, but are not limited to, green tags, green certificates, renewable energy credits (REC’s) and tradable renewable certificates directly associated with the Net Energy produced at this Facility. One REC is associated with the generation and delivery of one (1) MWh of Net Energy. Notwithstanding any other provision of this Agreement, Environmental Attributes do not include : (1) the PTC’s, (2) any investment tax credits, and any other tax credits, deductions, exemptions, or other tax benefits associated with the Facility, and (3) any state, federal, local or private cash payments, exemptions, refunds or grants relating in any way to the Facility, construction of

the Facility or output of the Facility, including the production of Inadvertent Energy, Test Energy, Station Use, or Net Energy.

          1.20      “Facility” means the electric generation facility commonly known as Seller’s Raft River geothermal power plant unit #1, as described in more detail in Appendix B, which includes all of the equipment required to enable this power plant to produce and deliver the energy as specified within this Agreement to the Buyer. This equipment shall include but not be limited to the electrical interconnection equipment, generator, turbine, heat exchanger, and cooling tower(s). The geothermal fluid extraction wells, geothermal fluid injection wells, geothermal fluid transportation systems from the various wells to the generation unit are included in the Facility to the extent that they are used in the production of energy from the Facility.

          1.21      “Facility Assets” shall have the meaning given to that term in Section 30.7.1.

          1.22      “Facility Lender” means, collectively, any lender(s) providing any Project Financing and any successor(s) or assigns thereto.

          1.23      “Financing Documents” means the loan and credit agreements, notes, bonds, indentures, security agreements, lease financing agreements, mortgages, deeds of trust, and other documents relating to any Project Financing for the Facility, and any and all amendments, modifications, or supplements to the foregoing that may be entered into from time to time at the discretion of Seller in connection with any Project Financing of the Facility, or of the Facility in combination with other assets of the Seller.

          1.24      “First Energy Date” means the day commencing at 0001 hours, Mountain Time, following the day that the conditions in Section 3.1 have been satisfied.

          1.25      “Forced Outage” means a Facility condition that requires a sudden or mandatory unplanned curtailment of the Net Energy deliveries from the Facility that (1) is due to equipment failure or unplanned shutdown which was not caused by an event of force majeure or by neglect, disrepair or lack of adequate preventative maintenance of the Seller’s Facility or (2) is required to allow unplanned repair or maintenance to prevent equipment failure.

          1.26      “Good Utility Practice(s)” means any of the practices, methods and acts engaged in or approved by a significant portion of the electric utility industry during the relevant time period, or any of the practices, methods and acts which, in the exercise of reasonable judgment in light of the facts known at the time the decision was made, could have been expected to accomplish the desired result of the lowest reasonable cost consistent with good business practices, reliability, safety and expedition. Good Utility Practice(s) is not intended to be limited to the optimum practice, method or act to the exclusion of all others, but rather to be acceptable practices, methods, or acts generally accepted in the region and consistently adhered to.

          1.27      “Guaranty” means an instrument or agreement pursuant to which a guarantor guarantees the performance of the obligations of an obligor, which instrument or agreement is substantially in the form set forth as Appendix C.

          1.28      “Guaranty Default” means with respect to a Guaranty or the guarantor thereunder, the occurrence of any of the following events: (1) any representation or warranty made or deemed to be made or repeated by such guarantor in connection with such Guaranty shall be false or misleading in any material respect when made or when deemed made or repeated; (2) such guarantor fails to pay, when due, any amount required pursuant to such Guaranty; (3) the failure of such guarantor to comply with or timely perform any other material covenant or obligation set forth in such Guaranty if such failure is not capable of remedy or shall not be remedied in accordance with the terms and conditions of such Guaranty; (4) such Guaranty shall expire or terminate, or shall fail or cease to be in full force and effect and enforceable in accordance with its terms against such guarantor, prior to the satisfaction of all obligations of the obligor under this Agreement, in any such case without replacement; (5) such guarantor shall repudiate, disaffirm, disclaim, or reject, in whole or in part, or challenge the validity of, its Guaranty, or (6) such guarantor becomes Bankrupt; provided, however, that no Guaranty Default shall occur or be continuing in any event with respect to a Guaranty after the time such Guaranty is required to be canceled or returned to a Party in accordance with the terms of this Agreement.

          1.29      “Inadvertent Energy” (expressed in kWh), means all of the electric energy produced by the Facility, less Station Use, and delivered to and measured at the Metering Point, less Losses that are incurred between the Metering Point and the Buyer’s Point of Delivery and that is (1) after an Operation Date has been established in the PURPA Agreement and (2) energy in excess of 10,000 kW multiplied by the hours in a given month and, (3) produced prior to the First Energy Date of this Agreement and (4) delivered by the Seller to the Transmitting Entity and (5) delivered by the Transmitting Entity to the Point of Delivery and (6) accepted by the Buyer at the Point of Delivery and (7) not exceeding the Maximum Capacity.

          1.30      “Initial Term” has the meaning given to that term in Section 4.1.1.

          1.31      “Interconnection Agreement” means the agreement between the Interconnection Provider and the Seller that enables the Seller’s energy to be delivered and integrated into the Interconnection Provider’s electrical system.

          1.32      “Interconnection Facilities” means all equipment required to be installed to interconnect and deliver energy from the Facility to the Transmitting Entity’s system including, but not limited to, connection, switching, metering, relaying, communications and safety equipment.

          1.33      “Interconnection Provider” means the electric utility which the Facility is directly electrically interconnected to.

          1.34      “Interest Rate” means (1) for purposes of identifying the Interest Rate to be paid on cash collateral, an annual interest rate equal to the overnight federal funds rates, or (2) for purposes of identifying the Interest Rate to be paid in an event of default, an annual interest rate equal to one hundred percent (100%) of the LIBOR three (3) month rate plus two hundred (200) basis points. The designated Interest Rate shall be the rate published on the date of the invoice, or other notice, in The Wall Street Journal (or, if

The Wall Street Journal is not published on that day, the next succeeding date of publication); provided, however, that the annual interest rate used as the Interest Rate shall not exceed the maximum rate permitted by law .

          1.35      “Investor” means any investor(s) (including any transferees of such investors) that acquire a direct or indirect interest in Seller.

          1.36      “Losses” means the loss of electrical energy expressed in kilowatt hours (kWh) occurring as a result of the transformation and transmission of energy between the point where the Facility’s energy is delivered to the Transmitting Entity (measured by the Buyer’s Metering Equipment) and the Point of Delivery on the Buyer’s electrical system. The loss calculation formula will be as specified in Appendix B of this Agreement.

          1.37      “Market Energy Cost” means the monthly weighted average of the daily on-peak and off-peak Dow Jones Mid-Columbia Index (Dow Jones Mid-C Index) prices for non-firm energy. If the Dow Jones Mid-C Index price is discontinued by the reporting agency, both Parties will mutually agree upon a replacement index similar to the Dow Jones Mid-C Index. The selected replacement index will be consistent with other similar agreements and a commonly used index by the electrical industry.

          1.38      “Market Energy Price” means eighty-five percent (85%) of the Market Energy Cost.

          1.39      “Material Adverse Change” means, with respect to Seller’s Guarantor, the Guarantor’s non-credit enhanced unsecured debt has (a) a Credit Rating below BBB- by S&P or below Baa3 by Moody's, or (b) a Credit Rating of BBB– by S&P accompanied by a negative watch or Baa3 by Moody's accompanied by a negative watch, or (c) both ratings are withdrawn or terminated on a voluntary basis by the rating agencies. If S&P changes its rating system during the Term, “BBB–“ shall be replaced by S&P’s lowest investment grade rating under the new rating system; likewise, if Moody’s changes its rating system during the Term, “Baa3” shall be replaced by Moody’s lowest investment grade rating under the new rating system.

          1.40      “Material Breach” means a default or Event of Default (Article 26) subject to Section 26.3.

          1.41      “Maximum Capacity” shall be 15.8 MW.

          1.42      “Metering and Telemetry Equipment” means all equipment specified in the Interconnection Agreement, this Agreement, and any additional equipment specified in Appendix B required to measure, record and telemeter power flows between the Facility and Buyer's electrical system.

          1.43      “Metering Point” means the point on the Transmitting Entity’s or Interconnection Provider’s electrical system where the Seller’s energy is delivered to the Transmitting Entity and measured by the Buyer provided Metering Equipment.

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

          1.45      “NERC” means the North American Electric Reliability Council or its successor.

          1.46      “Net Energy”, expressed in (kWh), means all of the electric energy produced by the Facility, less Station Use, and delivered to and measured at the Metering Point, less Losses that are incurred between the Metering Point and the Buyer’s Point of Delivery and that is (1) after an Operation Date has been established and (2) delivered by the Seller to the Transmitting Entity and (3) delivered by the Transmitting Entity to the Point of Delivery and (4) accepted by the Buyer at the Point of Delivery and (5) not exceeding the Maximum Capacity. Net Energy does not include Test Energy. At any time during the term of this Agreement during which Appendix D is in force, Net Energy shall not include any Surplus/Shortfall Energy as defined in Appendix D.

          1.47      “Net Energy Shortfall” means as calculated in Section 7.5.5 and subject to Net Energy Shortfall Damages.

          1.48      “Net Energy Shortfall Price” means the price used to calculate the Net Energy Shortfall Damages as specified in Appendix E.

          1.49      “Net Energy Shortfall Damages” means any remaining Net Energy Shortfall after the provisions of Section 7.5.5.2 have been applied, multiplied by the Net Energy Shortfall Price applicable to the actual period when the Net Energy Shortfall occurred.

          1.50      “OATT” means the Open Access Transmission Tariff applicable to the Interconnection Provider’s system, the Transmitting Entity’s system, or the Buyer’s transmission system.

          1.51      “Operation Date” means the day commencing at 0001 hours, Mountain Time, following the day that all conditions of Section 4.4 have been satisfied.

          1.52      “Performance Assurance” means collateral in the form of either a Guaranty, cash, letter(s) of credit, or other security acceptable to Buyer, as described in Article 16.

          1.53      “Point of Delivery” means the point where the Transmitting Entity delivers the energy generated by the Facility to the Buyer’s electrical system as specifically described in Appendix B.

          1.54      “Project Financing” means debt with respect to which the Facility Lender(s) are granted security interests in the Facility, as well in such other of Seller’s assets, and in such revenues generated therefrom, as are specified in the Financing Documents.

          1.55      “PTC’s” means Production Tax Credits applicable to electricity produced from certain renewable resources pursuant to 26 U.S.C. § 45, or replacement or substitute tax benefits based on energy production from the Facility.

          1.56      “PTC Value” means an amount equal to: (A) the PTCs to which Seller would have been entitled with respect to renewable energy it is unable to deliver because of a Buyer Event of Default; plus (B) a “gross up” amount to take into account the federal, state and local income tax to Seller on such payments in lieu of PTCs, so that the net amount retained by Seller, after payment of federal, state and local income taxes, is equal to the amount set forth in clause (A) of this definition. For purposes of determining the foregoing, Seller shall deliver a certificate from an officer of Seller stating the corporate income tax rates (federal, state or local, as applicable) that are in effect for the Seller during the tax year in which the receipt of such PTC Value is taxed, and such income tax rates shall be used in the calculation of the PTC Value.

          1.57      “PURPA Agreement” means the Firm Energy Sales Agreement between the Buyer and the Seller dated December 29, 2004 for delivery of energy from this same Facility to the Buyer.

          1.58      “RRREC” means the Raft River Rural Electric Cooperative or its successor.

          1.59      “Scheduled Maintenance” means as defined in Section 12.2.

          1.60      “Scheduled Operation Date” means the date specified in Appendix B.

          1.61      “Scheduled Outage” means the pre-scheduled kWh curtailment associated with the Scheduled Maintenance.

          1.62      “Seller’s Guarantor” means the entity providing the Guaranty or a successor or assignee thereof that is not experiencing a Material Adverse Change.

          1.63      “Site” means the parcel of real property on which the Facility will be constructed and located, including any easements, rights-of-way, surface use agreements, and other interests or rights in real estate reasonably necessary for the construction, operation and maintenance of the Facility.

          1.64      “Station Use” means electric energy produced by the Facility that is used to operate equipment that is auxiliary or otherwise related to the production of electricity by the Facility. The Buyer shall have the option to serve certain Facility loads such as irrigation pumps, geothermal production pumps, Site lighting and Site offices from the Facility or as purchased power from RRREC. Power purchased from RRREC shall not be regarded as Station Use energy.

          1.65      “S&P” means Standard & Poor’s, a division of McGraw-Hill Companies Inc. or its successor.

          1.66      “Term” means the period of time during which this Agreement shall remain in full force and effect, including the Initial Term and any extension of the Term as provided in Article 4.

          1.67      “Test Energy” (expressed in kWh), means all of the electric energy produced by the Facility, less Station Use, and delivered to and measured at the Metering

Point, less Losses that are incurred between the Metering Point and the Buyer’s Point of Delivery and that is (1) prior to an Operation Date being established and (2) delivered by the Seller to the Transmitting Entity and (3) delivered by the Transmitting Entity to the Point of Delivery and (4) accepted by the Buyer at the Point of Delivery and (5) not exceeding the Maximum Capacity. At any time during the term of this Agreement during which Appendix D is in force, Test Energy shall not include any Surplus/Shortfall Energy as defined in Appendix D.

          1.68      “Total Annual Facility Net Energy” means the sum of twelve (12) months of actual Net Energy beginning with March 1 ^st of each calendar year.

          1.69      “Transmitting Entity” means the signatory(s) (other than the Seller) to the Transmission Agreement referred to in Article 8 and their successors and assigns.

          1.70      “WECC” means the Western Electricity Coordinating Council or its successor.

ARTICLE 2
RULES OF CONSTRUCTION

          2.1       General . The defined terms listed in Article 1 (as indicated by initial capitalization) shall have the meanings set forth in Article 1 whenever the terms appear in this Agreement and attached Appendices, whether in the singular or the plural or in the present or past tense. Other terms used in this Agreement but not listed in Article 1 shall have meanings as otherwise defined within this Agreement or as commonly used in the English language and, where applicable, in Good Utility Practice(s). Words not otherwise defined in this Agreement that have well-known and generally accepted technical or trade meanings are used in accordance with such recognized meanings. In addition, the following rules of interpretation shall apply:

                         2.1.1     The masculine shall include the feminine and neuter.

                         2.1.2      References to “Articles,” “Sections,” or “Appendices” shall be to articles, sections or appendices of this Agreement.

                         2.1.3      The Appendices attached to this Agreement are incorporated in and are intended to be a part of this Agreement.

                         2.1.4      This Agreement was negotiated and prepared by both Parties with the advice and participation of counsel. The Parties have agreed to the wording of this Agreement, and none of the provisions of this Agreement shall be construed against one Party on the ground that such Party is the author of this Agreement or any part of this Agreement.

                         2.1.5      The Parties shall act reasonably and in accordance with the principles of good faith and fair dealing in the performance of this Agreement. Unless expressly provided otherwise in this Agreement, (i) where the Agreement requires consent, approval, or a similar action by a Party, such consent, approval or other action shall not be unreasonably withheld, conditioned or delayed, and (ii) where the Agreement

gives a Party a right to determine, require, specify or take similar action with respect to a matter, such determination, requirement, specification or similar action shall be reasonable.

          2.2       Interpretation of Interconnection Agreement, Transmission Agreement(s), transmission arrangements and Buyer’s Delivery Business Unit documentation . The Parties recognize that the Seller will enter into separate Interconnection, Transmission Agreements and transmission arrangements enabling the delivery of the Facility’s electrical energy not to exceed the Maximum Capacity to the Buyer. These agreements and arrangements shall include but not be limited to an Interconnection Agreement with the Interconnection Provider, Transmission Agreement(s) with all appropriate Transmitting Entities (e.g., RRREC, BPA, etc.) and documentation from the Buyer’s Delivery Business Unit approving the delivery of the Facility’s energy to the Point of Delivery.

                         2.2.1      The Parties acknowledge and agree that the Interconnection Agreement, Transmission Agreement(s), transmission arrangements and the Buyer’s Delivery Business Unit documentation shall be separate and free-standing documents, agreements and arrangements, and that the terms of this Agreement are not binding upon the Interconnection Provider, Transmission Entity, transmission arrangements or the Buyer’s Delivery Business Unit.

                         2.2.2      Notwithstanding any other provision in this Agreement, nothing in the Interconnection Agreement, Transmission Agreement(s), transmission arrangements or the Buyer’s Delivery Business Unit documentation shall alter or modify the Buyer’s or Seller’s rights, duties and obligations under this Agreement. This Agreement shall not be construed to create any rights between the Seller and the Interconnection Provider, Transmitting Entity(s) or the Buyer’s Delivery Business Unit.

                         2.2.3      Seller expressly recognizes that, for purposes of this Agreement, the Interconnection Provider, Transmitting Entity(s) and the Buyer’s Delivery Business Unit shall be deemed to be separate entities and separate contracting parties whether or not any of these agreements and/or other documentation are provided by or entered into by the Buyer or an Affiliate of the Buyer.

ARTICLE 3
CONDITIONS TO ACCEPTANCE OF ENERGY FIRST ENERGY DATE

          3.1      Conditions . As a condition of the Buyer’s acceptance of deliveries of energy from the Seller, the following conditions shall be satisfied. If any of the following conditions to acceptance of energy have been satisfied in a different energy sales agreement between the Buyer and the Seller that provides for the delivery of this same Facility’s energy to the Buyer, the Seller may reference this previously provided information in their response to each requirement and if the Buyer determines the previously provided information is acceptable, the Buyer shall not require additional information to satisfy that specific requirement.

                         3.1.1      The Commission shall have approved this Agreement as contemplated by Articles 28 and 29, or Buyer shall have waived such approval.

                         3.1.2      Seller shall have notified Buyer of the expected First Energy Date no later than five (5) Business Days before the expected First Energy Date.

                         3.1.3      Seller shall have delivered to the Buyer a certificate signed by an officer of Seller (1) certifying that to the best of the officer’s knowledge all licenses, permits or approvals necessary for Seller’s commencement of deliveries have been obtained from applicable federal, state or local authorities, and (2) listing all such licenses, permits and approvals.

                                        3.1.3.1      Seller shall certify that either (a) the Seller’s market-based tariff applicable for sale of the Test Energy and Net Energy has attained FERC Market-Rate authority or (b) the Facility is exempt from FERC Market-Rate authority and such application or acceptance is not required for Seller to commence Test Energy and Net Energy deliveries under this Agreement.

                         3.1.4      Opinion of Counsel . Seller shall have submitted to the Buyer an opinion letter signed by a law firm that includes attorneys admitted to practice and in good standing in the State of Idaho providing an opinion that Seller’s licenses, permits and approvals as set forth in Section 3.1.3 above are legally and validly issued, are held in the name of the Seller and, based on a reasonable review (which may include reliance on certificates provided by officers or other responsible personnel of Seller), the firm is of the opinion that Seller is in substantial compliance with said permits as of the date of the opinion letter. The opinion letter will be in a form acceptable to Buyer and will acknowledge that the firm rendering the opinion understands that Buyer is relying on said opinion in connection with and for the purposes of this transaction. Buyer’s acceptance of the form will not be unreasonably withheld, conditioned or delayed. The opinion letter will be governed by and shall be interpreted in accordance with the legal opinion accord of the American Bar Association Section of Business Law (1991). If Buyer does not object in writing to the proposed form of opinion letter within ten (10) Business Days after receiving in it, it shall be deemed accepted.

                         3.1.5      Seller shall have delivered to Buyer certification that the Facility is substantially complete, tested and capable of beginning energy deliveries to the Buyer in a safe manner.

                         3.1.6       Engineer’s Certifications . Submit an executed Engineer's Certification of Design & Construction Adequacy and an Engineer's Certification of Operations and Maintenance (O&M) Policy. These certificates will be in the form specified in Appendix F but may be modified to the extent necessary to recognize the different engineering disciplines providing the certificates.

                         3.1.7      Insurance . Submit written proof to the Buyer of all insurance required in Article 15.

                         3.1.8      Interconnection Agreement, Transmission Agreement(s), transmission arrangements and Buyer’s Delivery Business Unit documentation . Provide the Buyer with proof that all Interconnection Agreements, Transmission Agreement(s), transmission arrangements and Buyer’s Delivery Business Unit approvals, including proof that firm transmission capacity has been acquired that enables the Facility to deliver Test Energy and Net Energy to the Buyer’s Point of Delivery equal to the Maximum Capacity are complete.

                         3.1.9       Written Acceptance . Request and obtain written confirmation from the Buyer that all conditions to acceptance of Test Energy have been fulfilled. Such written confirmation shall be provided within a commercially reasonable time following the Seller’s request and will not be unreasonably withheld by the Buyer.

The conditions set forth in this Section 3.1 are to be used solely for purposes of determining when the Facility has achieved its First Energy Date. They are not intended to affect in any way when the Facility is deemed to have been “placed in service” for purposes of PTC eligibility.

          3.2      Buyer’s Approval of First Energy Date; Disagreements . Seller’s designation of the First Energy Date shall be subject to Buyer’s approval, which Buyer shall not unreasonably withhold, condition or delay. No later than five (5) Business Days after Seller’s notification to the Buyer of the Seller’s proposed First Energy Date, as specified in Section 3.1.9, Buyer shall send Seller a written notice, either (A) approving the First Energy Date specified in the notice, or (B) setting forth in reasonable detail Buyer’s reasons for concluding that the First Energy Date has not been achieved or will be achieved on a date other than the date designated in Seller’s notice. If Buyer does not respond on or before the fifth (5 ^th ) Business Day after Seller’s notice, the First Energy Date shall be deemed to have occurred on the date designated in Seller’s notice. If Buyer reasonably disagrees that the First Energy Date has been achieved, the Parties shall cooperate promptly and in good faith to address Buyer’s concerns and agree upon the First Energy Date. If the Parties are unable to agree to a First Energy Date within ten (10) Business Days of Buyer’s notice of disagreement, either Party may pursue dispute resolution under Article 25 to determine the First Energy Date.

ARTICLE 4
TERM AND OPERATION DATE

          4.1       Term .

                         4.1.1       Initial Term . This Agreement shall become effective as of the Effective Date and shall remain in full force and effect through the last day of the month in which the twenty-fifth (25 ^th ) anniversary of the Operation Date occurs, subject to any termination provisions set forth in this Agreement (the “Initial Term”).

                         4.1.2       Buyer’s Option to Extend Term . Buyer shall have the option to extend the Term. Buyer may exercise this option by giving irrevocable notice of exercise to Seller on or before the end of the twenty-third (23 ^rd ) Contract Year. If Buyer does not timely exercise this option, the option shall automatically expire. The option set forth in

this Section shall automatically terminate upon any termination of this Agreement. If Buyer timely exercises this option, the Parties will negotiate, in good faith, the terms and conditions under which the Term of this Agreement would be extended; provided, however, the option set forth in this Section shall terminate without liability to either Party if the Parties fail to enter into a definitive written agreement concerning the extension to the Term within six (6) months following the date of Buyer’s notice. The terms and conditions of any such extension shall be subject to the Parties’ respective management, Board of Directors, and any required Commission approval.

          4.2      Progress Reports . On the first day of each calendar month following the Effective Date until the Operation Date is achieved, Seller shall submit to the Buyer progress reports on the development and construction of the Facility in a form reasonably satisfactory to the Buyer. These Progress Reports shall include, but not be limited to, a project development schedule including all significant activities and milestones and the status of these items, notation and explanation of any significant delays and the Seller’s planned action, and other information pertinent to Seller’s progress on development and construction of the Facility.

          4.3      Monitoring of Facility . Buyer shall have the right at its sole risk and expense to monitor the construction, start-up and testing of the Facility and the Seller shall comply with all reasonable requests of the Buyer with respect to these monitoring events. Seller shall cooperate in such physical inspections of the Facility as may be reasonably requested by the Buyer during and after completion of construction. All persons visiting the Facility on behalf of the Buyer shall comply with all of the Seller’s applicable safety and health rules and requirements. Buyer’s technical review and inspection of the Facility shall not be construed as endorsing the design of the Facility nor as any warranty of the safety, durability, or reliability of the Facility.

          4.4      Operation Date . Seller will in good faith seek to achieve the Operation Date by the Scheduled Operation Date. The Operation Date shall occur after all of the following conditions have been satisfied. If any of the following conditions to achieve an Operation Date have been satisfied in a different energy sales agreement between the Buyer and the Seller that provides for the delivery of this same Facility’s energy to the Buyer, the Seller may reference this previously provided information in their response to each requirement and if the Buyer determines the previously provided information is acceptable, the Buyer shall not require additional information to satisfy that specific requirement.

                         4.4.1      Seller shall notify the Buyer of the Seller’s proposed Operation Date, in written form no later than five (5) Business Days prior to the proposed Operation Date.

                         4.4.2      Seller shall have completed and shall have maintained all conditions to acceptance of energy as specified in Article 3.

                         4.4.3      The generator, turbines, extraction wells, injection wells and other associated equipment enabling the Facility to deliver at least 4,000 kW of Net Energy in a

stable, reliable, consistent and safe manner have been installed, tested and determined to be functioning properly.

                         4.4.4      All Facility systems necessary for the stable, safe, reliable and consistent operation of the installed Facility are substantially complete, any testing of the installed Facility required pursuant to the Interconnection Agreement, Transmission Agreements, transmission arrangements, Buyer’s Delivery Business Unit documents and equipment supplier requirements have been successfully completed, and the Facility is available for operation in all material respects in accordance with applicable laws.

                         4.4.5      Seller shall have delivered to Buyer a “Certificate of Facility Completion” signed by an officer of Seller certifying that the requirements of Sections 4.4.3 and 4.4.4 have been satisfied with respect to the Facility.

                         4.4.6      Seller shall have requested and obtained written confirmation from the Buyer that all conditions to receiving an Operation Date have been fulfilled. Such written confirmation shall be provided within a commercially reasonable time following the Seller’s request and will not be unreasonably withheld by the Buyer.

These Operation Date requirements are to be used solely for purposes of determining when the Facility has achieved its Operation Date. They are not intended to affect in any way when the Facility is deemed to have been “placed in service” for purposes of PTC eligibility.

          4.5       Buyer’s Approval of Operation Date; Disagreements. Seller’s designation of the Operation Date shall be subject to Buyer’s approval, which Buyer shall not unreasonably withhold, condition or delay. No later than five (5) Business Days after Seller’s notification to the Buyer of the Seller’s proposed Operation Date, as specified in Section 4.4.6, Buyer shall send Seller a written notice, either (A) approving the Operation Date specified in the notice, or (B) setting forth in reasonable detail Buyer’s reasons for concluding that the Operation Date has not been achieved or will be achieved on a date other than the date designated in Seller’s notice. If Buyer does not respond on or before the fifth (5 ^th ) Business Day after Seller’s notice, the Operation Date shall be deemed to have occurred on the date designated in Seller’s notice. If Buyer reasonably disagrees that the Operation Date has been achieved, the Parties shall cooperate promptly and in good faith to address Buyer’s concerns and agree upon the Operation Date. If the Parties are unable to agree to an Operation Date within ten (10) Business Days of Buyer’s notice of disagreement, either Party may pursue dispute resolution under Article 25 to determine the Operation Date. Upon completion of the dispute resolution process establishing an Operation Date and/or upon mutual agreement between the Parties of an Operation Date, the Buyer shall revise any previous Net Energy payments to reflect the applicable Net Energy Price from the date of the agreed upon Operation Date.

          4.6       Continuing Obligations . Seller shall provide Buyer with the following during the Term of this Agreement:

                         4.6.1      At Buyer’s request, Seller shall provide evidence that it is in compliance with the insurance requirements set forth in Section 15.2.

                         4.6.2      Seller shall maintain compliance and remain in good standing in all requirements of Articles 3 and 4 of this Agreement.

ARTICLE 5
PRICE

          5.1       Test Energy Price . Notwithstanding any other energy pricing provisions in the Agreement, Buyer shall pay the Seller the lesser of the current month Market Energy Price or Contract Price for each kWh of Test Energy.

          5.2       Net Energy Price . For all Net Energy delivered by the Seller to the Buyer from the Operation Date through the end of the Initial Term, Buyer shall pay the Seller the Contract Price.

          5.3      Inadvertent Energy Price . At the time the First Energy Date is established as specified within this Agreement, a price shall be calculated to be paid by Buyer for the Inadvertent Energy. This price shall be the lesser of the monthly Market Energy Price or the monthly Contract Price for the specific and individual month(s) in which actual Inadvertent Energy was accepted by the Buyer.

          5.4       Contract Price, Terms and Conditions to Remain in Effect for Term . The prices, terms and conditions specified in this Agreement shall remain in effect until expiration of the Term. Notwithstanding any provision in this Agreement, neither Party shall seek, nor shall support any third party in seeking, to prospectively or retroactively revise the prices, terms or conditions of service of this Agreement through application or complaint to FERC pursuant to the provisions of Section 205, 206 or 306 of the Federal Power Act, or any other provisions of the Federal Power Act, absent the prior written agreement of the Parties. Further, absent the prior agreement in writing by both Parties, the standard of review for changes to the prices, terms and conditions of service of this Agreement proposed by a Party, a non-Party or the FERC acting sua sponte shall be the “public interest” standard of review set forth in United Gas Pipe Line Co. v. Mobile Gas Service Corp ., 350 US 332 (1956) and Federal Power Commission v. Sierra Pacific Power Co. , 350 US 348 (1956).

ARTICLE 6
ENVIRONMENTAL ATTRIBUTES

          6.1       Environmental Attributes. The Parties’ ownership of the Environmental Attributes shall be as specified in Appendix G of this Agreement. Title to all Environmental Attributes that the Buyer has attained the rights to shall pass to the Buyer within thirty-one (31) days of transfer of title of the associated Test Energy or Net Energy to the Buyer. If after the Effective Date of this Agreement, any additional Environmental Attributes or similar environmental attribute is created by legislation or regulation, the Buyer shall be granted ownership of these additional items associated with the Test Energy or the Net Energy delivered by the Seller to the Buyer in the same proportion as the Environmental Attributes distributed to the Buyer under this Agreement at no additional cost.

          6.2      Concurrent with the monthly Billing Invoice, the Seller shall deliver to the Buyer an Environmental Attribute Attestation and Bill of Sale with respect to the Environmental Attributes sold or transferred to the Buyer associated with energy delivered to the Buyer in the previous month.

          6.3      The Parties shall cooperate to ensure that all Environmental Attribute certifications, rights and reporting requirements are completed by the responsible Parties.

                         6.3.1      Neither the Seller nor the Buyer shall report under Section 1605(b) of the Energy Policy Act of 1992 or under any applicable program that any Environmental Attributes are owned by any entity, other than the Party or other entity entitled to such Environmental Attributes in accordance with the terms of this Agreement.

                         6.3.2      Environmental Attributes owned by one Party cannot be sold, traded, assigned or otherwise transferred or claimed by the other Party.

                         6.3.3      As requested by the Buyer, the Seller shall obtain any Environmental Attribute certifications required by the Buyer for those Environmental Attributes delivered to the Buyer from the Seller. If the Seller incurs cost, as a result of a Buyer’s request, Seller shall invoice the Buyer for the reasonable costs of providing such certification. If the Buyer elects to obtain its own certifications, then Seller shall fully cooperate with the Buyer in obtaining such certification.

ARTICLE 7
DELIVERY AND SHORTFALL OBLIGATIONS

          7.1       Delivery and Acceptance of Test Energy . Except when either Party's performance is excused as provided herein, the Buyer will purchase and Seller will sell the Test Energy produced by the Facility.

          7.2      Delivery and Acceptance of Net Energy . Except when either Party's performance is excused as provided herein, the Buyer will purchase and Seller will sell the Net Energy produced by the Facility.

          7.3      No Deliveries In Excess of the Maximum Capacity . Under no circumstances will the Transmitting Entity deliver Net Energy and/or Test Energy on behalf of the Seller’s Facility to the Point of Delivery in an amount that (1) exceeds 16.55 MW at any moment in time or (2) that exceeds the Maximum Capacity by any amount for more than five (5) consecutive minutes. Delivery of Net Energy and/or Test Energy by the Transmitting Entity to the Point of Delivery that exceeds either item 1 or 2 of this section shall be a Material Breach of this Agreement.

          7.4       Forecasting . At its expense, Seller shall provide to Buyer for the Term, forecasting information provided via electronic format acceptable to the Buyer or any other format that the Buyer and Seller mutually agree is acceptable. The Seller shall be responsible for all costs associated with creating and transmitting the forecasting information to the Buyer. Each forecast will take into account any Scheduled Outages, any known Forced Outages, known curtailments or known capacity deratings affecting

the Facility. The Buyer and Seller shall mutually develop and approve the electronic format and process of transmitting the data no later than thirty (30) days prior to the Operation Date. The forecasting information shall be provided as follows:

(1) No later than 1:00 pm each Business Day, the Seller shall provide an hourly forecast that starts at 5:00 am Pacific Time of the next day and runs for a minimum of 168 hours (7 days).

(2) Any deviations exceeding or equal to plus or minus 10% of the previously provided forecast will be communicated to the Buyer in a prompt and timely manner. In the case of a planned event the Seller shall notify the Buyer by 5:00 pm Pacific Time of the preceding day of any Net Energy forecasting deviation of the previously provided forecast. In the case of an unplanned event, the Seller shall notify the Buyer promptly after the occurrence of the unplanned event. In both cases, the Buyer will include with this notification the expected duration and quantity of the energy delivery reductions that will occur at the Point of Delivery.

                         7.4.1      Basis of Forecasts . The forecasts called for by this Agreement shall be consistent with any specific requirements of this Agreement, geothermal industry standards and Good Utility Practice(s).

                         7.4.2       Provision of Forecasting . The provision of the forecasting information described in Section 7.4 in accordance with Good Utility Practice(s) is an integral component of this Agreement. Accordingly, Seller shall act in a manner consistent with Good Utility Practice(s) with the goal of providing timely, useful, quality forecasts to the Buyer under Section 7.4. If Seller fails in any material respect to act in conformity with the preceding sentence, Buyer may provide notice to Seller stating in reasonable detail the basis for Buyer’s belief that Seller is defaulting in its obligations under this Article 7. Seller shall have ten (10) Business Days in which to cure the alleged default, to commence the cure of the alleged default if it cannot reasonably be cured within the ten (10) Business Day period (and thereafter diligently pursue such cure to completion), or to submit the matter to dispute resolution under Article 25. With respect to any Facility Lender or Investor, the ten (10) Business Day periods set forth in the preceding sentence shall be extended to thirty (30) days from date of Buyer’s notice to Seller under this Section 7.4. As long as Seller is pursuing dispute resolution under Article 25 in good faith, Seller shall not be in default of this Section and shall have sixty (60) days from any final resolution of the dispute in which to implement any agreed-upon or required cure (“Forecast Cure Period”). If Seller fails to cure the default within the Forecast Cure Period, the provisions contained in Appendix D shall govern in lieu of Section 7.4 effective as of the first day of the next calendar month following the end of the Forecast Cure Period.

          7.5       Output Guarantee

                         7.5.1      By December 1 ^st of each calendar year, the Seller shall submit in writing to the Buyer the identity of a licensed professional independent engineer or licensed professional independent engineering firm (not required to be licensed in the State of Idaho) and the independent engineer or engineering firm’s qualifications that the Seller intends to contract with to complete the annual certification as required in this Section. The Seller shall be responsible for all costs of retaining this engineer and the cost of completing the certification as required within this Section. No later than ten (10) Business Days after Seller’s notification to the Buyer of the Seller’s proposed independent engineer or independent engineering firm, Buyer shall send Seller a written notice, either (A) approving the independent engineer or independent engineering firm specified in the notice, or (B) setting forth in reasonable detail Buyer’s reasons for concluding that the independent engineer or independent engineering firm selected by the Seller is not acceptable. If Buyer does not respond on or before the end of the tenth (10 ^th ) Business Day after Seller’s notice, the independent engineer or the independent engineering firm selected by the Seller shall be deemed to be acceptable. If Buyer reasonably disagrees that the Seller selected independent engineer or independent engineering firm is acceptable, the Parties shall cooperate promptly and in good faith to address Buyer’s concerns and agree upon an independent engineer or independent engineering firm. If the Parties are unable to agree to an independent engineer or independent engineering firm within ten (10) Business Days of Buyer’s notice of disagreement, either Party may pursue dispute resolution under Article 25 to determine an independent engineer.

                         7.5.2      No later than February 1 ^st of each calendar year, the Seller will provide the Buyer with a report and an energy forecast, stamped and approved by the professional independent engineer or the independent engineering firm specified above, containing at the minimum, certification of the following:

                         7.5.3      No later than ten (10) Business Days after Seller provides a written copy of the certification as specified above to the Buyer, the Buyer shall send Seller a written notice, either (A) approving the certification, or (B) setting forth in reasonable detail Buyer’s reasons for concluding that the certification is not acceptable. If Buyer does not respond on or before the end of the tenth (10 ^th ) Business Day after Seller’s notice, the certification provided by the Seller shall be deemed to be acceptable. If Buyer reasonably disagrees that the Seller’s certification is acceptable, the Parties shall cooperate promptly and in good faith to address Buyer’s concerns and agree upon a certification. If the Parties are unable to agree on the certification as being acceptable within ten (10) Business Days of Buyer’s notice of disagreement, either Party may pursue dispute resolution under Article 25 to determine an acceptable certification.

                         7.5.4      The “Annual Output Forecast” (measured in kWh) shall be the sum of the monthly estimated energy established in Section 7.5.2 c) for the first twelve (12) months of the information provided or 108,186,000 kWh whichever is lower. The last Annual Output Forecast of the Initial Term of this Agreement shall be based upon the actual months available for the project to deliver Net Energy from March 1 ^st to the last day of the Initial Term of this Agreement, which may or may not be a full twelve (12) months.

                         7.5.5      Energy Delivery Guarantee, Reconciliation, and Net Energy Shortfall Determination . Seller guarantees that the Total Annual Facility Net Energy shall equal or exceed the Annual Guaranteed Output for each period during the Initial Term of this Agreement beginning with March 1, 2010. The determination of whether Seller has met its Annual Guaranteed Output requirement shall be made on an annual basis beginning on March 1, 2011 by comparing the amount of the previous twelve (12) month’s Total Annual Facility Net Energy to the Annual Guaranteed Output as provided for in this Section.

          7.6      Effect of Appendix D on Net Energy Shortfalls and Net Energy Shortfall Damages . At the time Appendix D is implemented, the current year’s Net Energy deliveries shall be compared to the Annual Guaranteed Output on a pro-rata basis for the current Annual Guarantee Output period. If there is a Net Energy Shortfall, then Net Energy Shortfall Damages shall be calculated. If there have been Net Energy deliveries in excess of the pro-rated Annual Guaranteed Output, then the excess Net Energy may be applied to any Net Energy Shortfall from the previous Annual Guarantee Output period. Any Net Energy Shortfall Damages due shall be billed by Buyer to Seller and shall be due within fifteen (15) days of the presentation of the billing. Upon implementation of Appendix D, all Net Energy Shortfall calculations will be suspended until such time as this Agreement is terminated or application of Appendix D rescinded.

          7.7      Seller’s Reversion Rights . At any time after Appendix D takes effect, Seller may from time to time propose to Buyer forecasting information and/or processes that are in accord with Good Utility Practice(s). The proposed forecasting process shall be subject to Buyer’s approval, which Buyer shall not unreasonably withhold, condition or delay. If the proposed forecasting process is approved by Buyer, Appendix D shall cease to be effective as of the first day of the calendar month following such approval (or as otherwise agreed by the Parties). If Appendix D ceases to be effective pursuant to this Section 7.7 all Sections of this agreement previously suspended due to Appendix D becoming effective shall become operative again (including the right to invoke

Appendix D), with Total Annual Facility Net Energy to be tested against Annual Guaranteed Output prorated for the months remaining in the current Annual Guaranteed Output period and for all full Annual Guaranteed Output periods thereafter.

          7.8      Buyer Adjustment of the Annual Guaranteed Output

                         7.8.1      The Buyer shall be excused from accepting and paying for Net Energy and Test Energy produced by the Facility and delivered by the Transmitting Entity to the Point of Delivery if it is prevented from doing so by an event of Force Majeure, or if the Buyer determines that curtailment, interruption or reduction of Net Energy or Test Energy deliveries is necessary because of line construction or maintenance requirements, emergencies, electrical system operating conditions on its system or as otherwise required by Good Utility Practice(s) provided that during such curtailment, interruption or reduction the Buyer, the Transmitting Entity and the Seller shall within reasonable limits attempt to coordinate, schedule and deliver Net Energy to the Buyer’s electrical system at other points of delivery if the Buyer is capable of accepting the Net Energy deliveries at other points of delivery at no additional cost to the Buyer. The Buyer shall not curtail Net Energy or Test Energy deliveries from the Seller’s Facility due to economic dispatch. If the Buyer requires a curtailment of the Facility’s Net Energy or Test Energy deliveries to the Point of Delivery, any such curtailment shall not exceed the Facility’s pro-rata contribution to the event causing the curtailment. For example – if 500 MW of generation resources are making use of the same firm transmission path and a 50 MW curtailment is required on this transmission path, the Facility will be required to curtail no more then 10% (50 MW / 500 MW) of its actual energy production at the time the curtailment event occurs.

          7.8.1.1      If, for reasons other than an event of Force Majeure, the Buyer requires curtailment, interruptions or reductions of Net Energy deliveries for a period that exceeds twenty (20) days, beginning with the twenty-first (21 ^st ) day of such interruption, curtailment or reduction, Seller will be deemed to be delivering Net Energy at a rate equivalent to the daily average of the Net Energy deliveries that were occurring during the immediately proceeding twenty-four (24) hour period prior to the curtailment. Buyer will notify Seller when the interruption, curtailment or reduction is terminated.

                         7.8.2      If the Buyer is excused from accepting and paying for Net Energy as allowed within this Agreement or the Seller is prevented from delivering Net Energy to the Buyer as provided for in this Agreement, the Seller may attempt to sell all or a portion of the Net Energy to another party.

                         7.8.3      If the Buyer is required to reduce Net Energy deliveries to the Buyer from the Seller’s Facility as described in Section 7.8.1, the Annual Guaranteed Output for the impacted Annual Guaranteed Output period(s) will be revised to reflect the reduction of Net Energy deliveries that were a direct result of the Buyer’s need to reduce Net Energy deliveries.

     7.9       Requirements for the Addition of New Geothermal Energy Uses .

Seller may add additional uses of geothermal energy controlled by Seller or available for Seller’s use, subject to the terms of this Section 7.9.

                         7.9.1      Certification of Geothermal Energy Sufficiency. Prior to allowing each new geothermal use(s) to be built and delivery of geothermal energy to commence to the new geothermal use(s), an independent licensed geothermal reservoir engineer shall certify that for the remaining Term of this Agreement and in the professional judgment of this engineer, the geothermal energy production capability of the geothermal resource controlled by Seller or available for Seller’s use is sufficient to supply at least one hundred percent (100%) of the geothermal energy requirements of (1) the Facility, (2) the existing other use(s) of geothermal energy, and (3) the proposed new use(s) of the geothermal energy.

          7.9.1.1      The independent engineer shall be selected by Seller and shall be reasonably acceptable to Buyer. The Seller shall be responsible for all costs of retaining this engineer and the cost of completing the certification as required within this Section.

          7.9.1.2      Seller shall provide Buyer with a copy of the independent engineer’s certification prior to adding any additional geothermal uses.

                         7.9.2      Allocation of Geothermal Energy Shortfalls. If during the Term of this Agreement, the geothermal energy controlled by Seller, or available for Seller’s use is unable to provide the Facility and the additional geothermal use(s) installed per the requirements of Section 7.9.1 with adequate geothermal energy to maintain operations of all of the geothermal use(s) at full design capacity, then Seller shall allocate the geothermal energy between the Facility and the additional geothermal use(s) installed per the requirements of Section 7.9.1. The allocation shall be pro-rata between the Facility and the other use(s), based on the percentage of their particular design geothermal energy usage rates compared to the total design geothermal energy usage rate of the group. Geothermal energy use(s) that utilize waste heat from the Facility or from other user(s) shall be excluded from the above pro-rata allocations. A pro-ration of the geothermal resource shall not be required if so doing requires capital investment by the Seller with a negative net present value.

          7.10      Title and Risk of Loss . As between the Parties, Seller shall be deemed to be in control of the energy output from the Facility up to and until delivery and acceptance at the Point of Delivery by the Buyer. Title and risk of loss related to the energy shall transfer from Seller to Buyer at the Point of Delivery.

          7.11      Station Energy . This Agreement does not require Buyer to supply any electric service to the Seller or to the Facility. Seller shall enter into separate arrangements for the supply of electric services to the Facility. Seller is responsible for causing these electric services to be available before the First Energy Date. Seller will specifically design the Facility to ensure that no energy purchased for supply of electric

energy to the Facility is delivered to the Buyer by the Transmitting Entity as Net Energy or Test Energy.

          7.12      Buyer’s Failure to Take Energy . Except as expressly provided by Section 7.8.1, if the Buyer fails to accept all or part of the energy that the Facility is able to generate and the Transmitting Entity is able to deliver to the Point of Delivery after the Operation Date that is less than the Maximum Capacity, and such failure is not excused under the terms of this Agreement then (1) For energy from the Facility that is sold to another party, Buyer shall pay Seller an amount equal to the positive difference, if any, obtained by subtracting the sales price obtained by the Seller from selling the energy to another party, from the Contract Price for such energy, or (2) For any amount of energy which the Seller is capable of generating but is unable to sell to either the Buyer or another party, Buyer shall pay Seller the Contract Price plus the applicable PTC Value plus the value of the Environmental Attributes that would have gone to the Seller with respect to all energy not received. Each payment under this Section shall be due for the month in which the failure occurred or within fifteen (15) Business Days after Buyer’s receipt of an invoice. The invoice for such amount shall include a written statement explaining in reasonable detail Seller’s calculation of the energy that would have been delivered to Buyer but for Buyer’s failure to receive it and the amount due.

ARTICLE 8
TRANSMISSION AGREEMENT

          8.1      Transmission Agreement . The Seller will arrange and pay for the delivery of Test Energy and/or Net Energy over the facilities of the Transmitting Entities (BPA and the RRREC) to the Point of Delivery. The delivery of Net Energy and Test Energy from the Facility to the Point of Delivery shall be in accordance with the terms and conditions of a Transmission Agreement(s) and/or transmission arrangement(s) between the Seller and the Transmitting Entities and must make use of firm transmission capacity over the Transmitting Entities facilities for delivery of all Net Energy to the Point of Delivery.

                         8.1.1      As specified in the Transmission Agreement(s) or transmission arrangement(s) (that are in compliance with all applicable transmission tariffs) the monthly transmission cost allocated to this Facility shall be the monthly calculated amount to provide firm transmission capacity that enables the Seller to deliver energy up to the Maximum Capacity to the Buyer. Failure of the Seller to provide firm transmission for all of the actual Net Energy deliveries prior to the actual delivery of the Net Energy to the Buyer will be a Material Breach of this Agreement.

                         8.1.2      The Seller shall act in a reasonable and prudent manner to secure the required firm transmission capacity at the least cost available. The monthly transmission cost will be included and itemized individually on the monthly Net Energy invoice from the Seller beginning with delivery of Net Energy to the Buyer. The Buyer shall only be responsible to reimburse the Seller for actual transmission costs incurred by the Seller. If during the term of this Agreement the Seller or Buyer is able to reduce the Seller’s transmission cost of providing firm transmission for the delivery of Net Energy

from this Facility to the Point of Delivery, the monthly transmission cost included on the monthly Net Energy invoice will be reduced accordingly for all applicable months.

          8.2      Acceptance of Transmission Agreement(s) and transmission arrangements .

                         8.2.1      The Seller has provided the Buyer with copies of Transmission Agre