MB DRAFT 08/17/11

POWER PURCHASE AGREEMENT

Dated as of [], 2011

by and between

[THE CITY OF ANSONIA, CONNECTICUT] a [Connecticut municipal corporation]

and

[GREENPOINT ENERGY PARTNERS (ANSONIA) LLC], a Delaware limited liability company

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POWER PURCHASE AGREEMENT This Power Purchase Agreement (including the Exhibits hereto, this Power Purchase Agreement) is made effective as of [], 2011 (Effective Date), by and between [THE CITY OF ANSONIA, CONNECTICUT] (Buyer), and [GREENPOINT ENERGY PARTNERS (ANSONIA) LLC] (Seller). INTRODUCTION A. Seller proposes to construct and operate the Facility on the Site and Buyer proposes to continue to operate and maintain its Plant at the Plant Site. B. Buyer requires electrical energy in order to operate the Plant. Buyer desires to purchase electrical energy from Seller, subject to the terms and conditions of this Power Purchase Agreement. C. Seller is willing to sell electrical energy to Buyer, subject to the terms and conditions of this Power Purchase Agreement. D. For and in consideration of the mutual promises and covenants hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer and Seller agree as follows: Section 1 GENERAL 1.1 Definitions. Capitalized terms used herein shall have the meanings set forth in Exhibit A, which Exhibit A is hereby incorporated by reference. 1.2 Certain References. Unless otherwise specified, all references in this Power Purchase Agreement to Sections, Exhibits and other subdivisions are references to the Sections, Exhibits and other subdivisions of this Power Purchase Agreement. Unless otherwise specified, all references in this Power Purchase Agreement to herein, hereunder, hereof, or words of similar import are references to this Power Purchase Agreement as a whole and not to any particular Section, Exhibit or other subdivision. Section 2 SALE AND PURCHASE OF ELECTRICITY; EXPANSION 2.1 Sale and Purchase of Electricity. Subject to all the terms and conditions of this Power Purchase Agreement including but not limited to Section 2.3, Seller shall sell and deliver to Buyer, and Buyer shall purchase from Seller, at the Power Delivery Points, 100% of the Facilitys net electrical energy output for the consideration provided herein. Without limiting the foregoing, the parties shall endeavor in good faith to find credit-worthy long-term municipal or institutional customers for the power produced by the facility which exceeds the greater of (x) that currently used by the Buyer on a normal weekday (approximately 1.5 megawatts.) and (y) that anticipated to be used by the Buyer on a normal weekday as set forth in [a schedule] at a price equal to or greater than that paid by Buyer and any resulting profit (net of expenses, 1

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including legal fees, relating to the sales of power to such customers shall be split equally by Seller and Buyer. However, if both parties are unable to acquire another credit-worthy long-term municipal or institutional customer for the power produced beyond that which the Buyer uses on a normal weekday, then the power shall be sold to the local electric service company (United illuminating) at the normal rate for such power paid by that company and Buyer shall be financially responsible for only the 1.5 megawatts used on a normal weekday.Subject to all the terms and conditions of this Power Purchase Agreement including but not limited to Section 2.3, Seller shall sell and deliver to Buyer, and Buyer shall purchase from Seller, at the Power Delivery Points, 100% of the Facilitys gross electrical energy output for the consideration provided herein. 2.2 Initial Conditions Precedent. Sellers obligations to sell and deliver, and Buyers obligations to purchase and pay for, electrical energy hereunder shall be subject to satisfaction of the following conditions precedent: 2.2.1 The Commercial Operations Date shall have occurred with respect to the Facility, notice thereof shall have been provided by Seller to Buyer no less than thirty (30) days prior (with written confirmation no more than fifteen (15) days thereafter), and the sale of Power hereunder by Seller to Buyer shall be in full compliance with all Applicable Laws and regulations. 2.2.2 Seller shall be satisfied, in its reasonable discretion, that it has obtained all regulatory approvals necessary to permit Seller to sell power to Buyer pursuant to this Power Purchase Agreement, including, but not limited to, Sellers having obtained qualifying facility status as that term is used and defined in 18 CFR, Section 292.207. 2.2.3 Subject to Section 2.6, Seller shall have negotiated and executed, and Buyer shall have approved, an agreement with a power marketer for delivery to Buyer of all or part of the quantities of power required hereunder. 2.2.4 The Parties shall execute, as of the Commercial Operations Date, a Purchase Option Agreement in the form as set forth in Exhibit E hereto. 2.3 Electrical Energy Specifications. The electricity delivered by Seller to Buyer hereunder shall be supplied through [DESCRIBE POWER FEEDERS], as more fully described in Exhibit B hereto (the Power Feeders). 2.4 Scheduled Outages.

2.4.1 Seller shall submit to Buyer, on or before the first day of December June of each year, a schedule (the Maintenance Schedule) describing the proposed Scheduled Facility Outages dates and duration for each month of the twelve (12) month period beginning with January July of the following year; provided, however, that the Maintenance Schedule for the remainder of the year in which the Commercial Operations Date occurs shall be submitted on or before the fifteenth (15th) day before the projected Commercial Operations Date. The Maintenance Schedule shall indicate Sellers dates and the duration of all Scheduled Facility Outages for the following year and shall be updated as soon as possible to reflect any changes therein.
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2.5 Title; Risk of Loss. Title and risk of loss related to any Delivered Power shall transfer from Seller to Buyer at the Power Delivery Point(s). Title to any and all federal, state or local renewable energy or other emission or environmental credits and attributes for the Facility and the power generated thereby shall remain with Seller. 2.6 Delivery of Power; Arrangements with Power Marketer. Seller may deliver power to Buyer hereunder by arranging for an affiliated or unaffiliated power marketer to make such delivery. 2.7 Expansion; Limitation on Buyers Obligation to Purchase. Seller shall have the right to exercise the Expansion Option within three (3) years of the Commercial Operations Date. In the event Seller chooses to exercise the Expansion Option, Buyer shall have a right of first refusal to purchase, for a term equal to the remaining Term of this Power Purchase Agreement, the energy output of the Expansion. Buyers right of first refusal must be exercised within thirty (30) days of receiving notice from Seller of a competing offer. In the event Buyer does not exercise its right of first refusal, Seller may agree to sell the output of the Expansion to any third party, provided terms of that agreement are no more favorable to such third party than were offered to Buyer. 2.8 Limitation on Buyers Obligation to Purchase. Unless Buyer exercises its right of first refusal with respect to the output of the Expansion, Buyer shall at no time have any obligation to purchase electrical energy from the Facility or the Expansion in excess of [INSERT ANNUAL OUTPUT IN MWh OF ORIGINAL 2.0MW1.5MW PLANT + 10%]. 2.9 Obligation of Buyer to Assist with Power Marketing. Buyer will use commercially reasonable efforts to assist Seller in marketing to third parties electrical energy produced by the Facility and the Expansion that is not required to be purchased by Buyer pursuant to any agreement with Seller. Section 3 TERM AND TERMINATION 3.1 Term. The term of this Power Purchase Agreement shall commence upon the execution thereof and shall continue for twenty-five (25) years from the Commercial Operations Date (the Term). Following the end of the Term or otherwise upon termination of this Agreement, the Parties hereto shall have no further obligations hereunder, except as otherwise expressly provided herein or to the extent necessary to enforce the rights and obligations of the Parties arising under this Agreement before the end of the Term and except as provided in the Purchase Option Agreement. 3.2 Termination. Subject to the cure rights of Facility Lenders, this Power Purchase Agreement may be terminated as follows: 3.2.1 by Seller at any time prior to the Commercial Operations Date in the event that Seller decides to cancel the Facility because Seller is unable to procure and have delivered to the Project Site all of the equipment and materials required to construct and operate the Facility at a total installed cost consistent with Sellers budgeted costs on an economically feasible basis

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with a return on its total investment in the Facility satisfactory to Seller in Sellers sole discretion; and 3.2.2 by the non-defaulting Party, upon the occurrence of an Event of Default, pursuant to Section 9.3 hereof. 3.3 Operation of Facility Upon Termination. Notwithstanding anything else in this Power Purchase Agreement to the contrary, in the event that this Power Purchase Agreement is terminated, Seller shall have the right to continue to operate the Facility as an independent power producer, pursuant to and subject to the limitations of the Site Lease. Section 4 PRICE AND PAYMENTS 4.1 Energy Payment.

For electrical energy produced by the Facility and delivered to Buyer, Buyer shall pay to Seller the product of (X) the Contracted Power Price and (Y) the hourly quantity of delivered electrical energy. If any of the elements used to calculate the Contracted Power Price ceases to exist or becomes unavailable, the Parties shall negotiate in good faith in an effort agree on other elements in order to establish a mechanism for calculating a price that is comparable to the mechanism for calculating the Contracted Power Price. 4.2 Invoicing and Payment.

4.2.1 Seller shall render to Buyer, by the tenth (10th) day of the month, one or more invoices setting forth the charges as specified in this Section 4 for the preceding calendar month and for charges, if any, for any prior month that have not been previously invoiced. Sellers bills shall be based on actual readings of the power delivered. If measurements of power must be estimated pursuant to Section 5.2 hereof, such good-faith estimate shall be provided on the billing statement, and the Buyer shall pay the total amount estimated due or pay any portion thereof that it does not dispute pursuant to Section 4.2.2 below. Upon confirmation or correction of such estimated amount, any overpayments shall be deducted from the subsequent invoice(s), or any underpayments shall be added to the subsequent invoice(s). Subject to Section 4.2.2, Buyer shall pay, within fifteen (15) days of its receipt of the invoice from Seller, all amounts owing by wire transfer to the account indicated by Seller. 4.2.2 If Buyer in good faith disputes the amount of any invoice delivered by Seller, or any part of it, Buyer shall give written notice of the reason for objection to the Seller no later than fifteen (15) days following the Buyers receipt of the invoice for such disputed amount. Such notice shall identify the disputed invoice and set forth a detailed statement of the grounds on which objection is based. Either Party may recalculate the questioned invoice, using the electricity flow data recorded at the Power Delivery Point. Buyer shall in any event pay the undisputed portion of any invoice within the time specified in Section 4.2.1. 4.2.3 Should Buyer fail to make the full amount of any payment when due (excluding any amounts disputed in good faith under Section 4.2.2, interest at the Interest Rate shall accrue on the unpaid portion from the date the payment was due until payment is made. If
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any amount paid by Buyer to Seller is subsequently determined to be an overcharge by Seller, then Seller shall repay such amount overcharged plus interest at the Interest Rate on such overcharge from the date the payment was received by Seller until repayment is made. If any amount withheld by Buyer due to a good faith dispute is subsequently determined to be owing to Seller, Buyer shall pay such amount withheld plus interest at the Interest Rate on such amount from the date the payment was due until the date payment is made. Section 5 METERING 5.1 Location. Subject to Section 5.3, Seller shall meter kilowatt demand and associated energy at the Power Delivery Points and shall, at its sole expense, furnish, install and maintain meters and all associated metering equipment necessary to permit a reasonably accurate determination of the quantities of electricity delivered and taken under this Power Purchase Agreement. Seller shall not be required to furnish, install and maintain meters on the Plant side of the Power Delivery Points. Buyer shall have access to Sellers meters during normal business hours, with Sellers supervision, only as shall be reasonably necessary to observe calibration and maintenance and as otherwise provided under Section 5.4; provided, however, that Buyer shall not be permitted to handle Sellers meters. 5.2 Conclusive Measurement. Invoices based on readings of metering instruments found to be in error by not more than one half of one percent (0.5%) shall not be corrected. If any invoice is based on readings of metering instruments found to be in error by more than one half of one percent (0.5%), either fast or slow, Seller shall promptly correct such meter. Any previous recordings by such meter shall be corrected as set forth below, and credits or debits shall be made to Buyers account based on such correction. If no reliable information is available as to the period over which such meter was registering inaccurately, then the applicable invoice(s) shall be corrected on the assumption that such error commenced at the midpoint of the period from the last previous inspection and test to the current inspection and test, such previous inspection not to have occurred more than six (6) months prior to the current inspection and test. All measurements made hereunder (with any corrections required hereunder) shall be deemed conclusive as to the amount of power delivered hereunder. 5.3 Other Meters.

5.3.1 Buyer may install and use such additional meters within the Plant as it may desire at its own expense; provided that such meters do not interfere with Sellers equipment or the ability of Seller to perform its obligations hereunder. Buyers meters shall not be the basis for billing unless the meters used by Seller shall fail entirely. Buyer shall allow Seller access to any such meters and the recorded readings therefrom during normal business hours, only as shall be necessary for observation in the event of a billing dispute hereunder and as otherwise provided under Section 5.4. 5.4 Tests. The accuracy of all meters shall be tested and verified at least annually by Seller or Buyer, as the case may be. Seller and Buyer shall each have the right to be present at the testing, adjustment reading, cleaning, changing, repairing, inspection or calibration of the others meters. Each Party shall give timely notice to the other Party in advance of taking any

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such actions. Seller and Buyer shall each bear the cost of the annual test of its own meters. If either Party disputes the accuracy of a meter, it shall give written notice thereof to the owner of the applicable meter (the Owner Party). The Owner Party shall, within fifteen (15) days after receiving such notice, advise the disputing Party in writing as to its position concerning the meters accuracy and the reasons for taking such position. If the Parties then disagree and are unable to resolve their disagreement through mutual agreement within thirty (30) days of the Owner Partys response to a notice of dispute, then either Party may retain an unaffiliated qualified third party, agreeable to both Parties, to test the meter and such third partys findings shall, in the absence of manifest error, be deemed final and binding upon the Parties. Should the meter be found to be accurate within 0.5%, the disputing Party shall bear the cost of the inspection; otherwise, the cost shall be borne by the Owner Party. Any repair or replacement of the meter shall be at the sole cost and expense of the Owner Party. Section 6 INTERCONNECTION 6.1 Installation. Seller shall be responsible, at its sole cost, for constructing, and installing, or causing to be constructed or installed, the Electrical Interconnection Facilities as necessary to perform its obligations hereunder. Buyer shall have the right to approve, which approval shall not be unreasonably withheld, the design, construction and operation of the Electrical Interconnection Facilities. 6.2 Title. During the Term hereof, title to all Electrical Interconnection Facilities located within the Facility or between the Facility and the Power Delivery Points shall remain with Seller. 6.3 Maintenance. Seller shall be responsible, at its sole cost and in accordance with Good Engineering Practices, for operating and maintaining the electrical equipment and the Electrical Interconnection Facilities located on its side of the Power Delivery Points. Buyer shall be responsible, at its sole cost and in accordance with Good Engineering Practices, for operating and maintaining the electrical equipment and Electrical Interconnection Facilities located on its side of the Power Delivery Points which may be required from time to time to receive the power supplied by Seller hereunder. Section 7 SCHEDULING 7.1 Scheduling. Buyer shall provide Seller, as Seller may reasonably request from time to time, good faith estimates of the quantities of power Buyer expects to take hereunder. The Parties may agree to such other scheduling procedures as may be appropriate from time to time. Section 8 COMPLIANCE WITH LAWS; NON-DEDICATION 8.1 Governmental Actions; Notice of Default. Buyer and Seller shall at all times comply with all valid and applicable Permits and all Applicable Laws with respect to the performance of all material obligations of Buyer and Seller respectively under this Power
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Purchase Agreement, unless (i) the non-complying Party is in good faith, and with the other Partys knowledge and reasonable opportunity to confer, contesting any action by a Governmental Authority, and (ii) failure to comply during such contest would not have a material adverse effect on the other Party for which the non-complying Party has not agreed to provide a creditworthy indemnity to the other Party. Seller shall promptly deliver to Buyer copies of any notices of default under any material agreement relating to the development financing, construction financing, permanent financing, development, construction or operation of the Facility, and any enforcement actions, notices or inquiries by any Governmental Authority regarding the Facilitys material noncompliance with Applicable Laws, to the extent reasonably requested by Buyer. If any such alleged default would have a material adverse effect on the Buyers assets or operations, Seller shall promptly deliver to Buyer all written communications regarding the foregoing. 8.2 Non-dedication. Seller and Buyer acknowledge that Seller is not a public service company and does not intend to render service to Buyer as a public service company, on a regulated basis or otherwise. Buyer and Seller agree that Buyers right to purchase power from Seller, as provided in this Power Purchase Agreement, is solely on the terms set forth herein, and such service shall cease upon termination of this Power Purchase Agreement for any reason whatsoever. Neither Party, by this Power Purchase Agreement, dedicates any part of the Facility or the service provided under this Power Purchase Agreement to the public. Section 9 DEFAULT AND REMEDIES 9.1 General. Subject to Section 9.4 hereof, the remedies reserved to Buyer or Seller herein shall be cumulative and in addition to all other or further remedies provided by law. 9.2 Non-Waiver. Failure of either Party at any time to require performance by the other Party of any provision of this Power Purchase Agreement shall not be deemed a continuing waiver of that provision or a waiver of any other provision of this Power Purchase Agreement. 9.3 Event of Default.

9.3.1 An Event of Default under this Power Purchase Agreement shall be deemed to exist upon the occurrence of any one or more of the following events: (a) Failure by either Party to make payment of any amounts due to the other Party under this Power Purchase Agreement and that failure continues for a period of five (5) days after written notice of nonpayment is provided to the Party that has failed to make the payment; (b) A material breach of any representation or warranty of this Power Purchase Agreement or failure by either Party to perform fully any material term, provision, condition, agreement or covenant of this Power Purchase Agreement, and (i) such failure continues for a period of thirty (30) days after written notice of such nonperformance has been given to the nonperforming Party, or (ii) if such failure cannot be cured within said thirty (30) days, the nonperforming Party commences within such thirty (30) days and proceeds thereafter with all due diligence to cure such failure, but such failure is not cured within such longer period,
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not to exceed ninety (90) days, as shall be necessary for such Party to cure the same with all due diligence; (c) An Event of Default as defined in and pursuant to the terms of the Site Lease, by the other party thereunder; (d) If by order of a court of competent jurisdiction, a receiver or liquidator or trustee of either Party or of any of the property of either Party shall be appointed and such receiver or liquidator or trustee shall not have been discharged within a period of ninety (90) days; or if by decree of such a court, either Party shall be adjudicated bankrupt or insolvent or any substantial part of the property of such Party shall have been sequestered or such decree shall have continued undischarged and unstayed for a period of ninety (90) days after the entry thereof; or if a petition to declare bankruptcy or to reorganize either Party pursuant to any of the provisions of the Federal Bankruptcy Code, as it now exists or as it may hereafter be amended or pursuant to any other similar state statute applicable to such Party, as now or hereafter in effect, shall be filed against such Party and shall not be dismissed within ninety (90) days after such filing; or (e) If either Party shall file a voluntary petition in bankruptcy law or shall consent to the filing of any bankruptcy or reorganization petition against it under any similar law; or without limitation of the generality of the foregoing, if either Party shall file a petition or answer or consent seeking relief or assisting in seeking relief in a proceeding under any of the provisions of the Federal Bankruptcy Code, as it now exists or as it may hereafter be amended or pursuant to any other similar state statute applicable to such Party, as now or hereafter in effect, or an answer admitting the material allegations of a petition filed against it in such a proceeding; or if either Party shall make a general assignment for the benefit of its creditors; or if either Party shall admit in writing its inability to pay its debts generally as they become due; or if either Party shall consent to the appointment of a receiver(s), trustee(s) or liquidator(s) of it or of all or of any part of its property. 9.3.2 During any Event of Default, the non-defaulting Party shall have the right:

(a) To terminate this Power Purchase Agreement upon written notice to the defaulting Party; and (b) Subject to Section 9.4 hereof, to pursue any other remedy provided under this Power Purchase Agreement or now or hereafter existing at law or in equity or otherwise, including but not limited to (i) seeking a decree compelling specific performance with respect to, and (ii) without the necessity of filing any bond, seeking the restraint by injunction of any actual or threatened breach of any material obligation of the other Party under this Power Purchase Agreement. 9.4 Consequential Damages. Notwithstanding any other provision of this Power Purchase Agreement, neither Party shall be liable to the other Party for any special, consequential or punitive damages hereunder. This limitation shall not affect the right of each Party to receive the express remedies specified herein, nor shall it limit the right of each Party to receive indemnification amounts set forth in Section 12 hereof.

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Section 10 FORCE MAJEURE 10.1 Neither Party shall be considered to be in default with respect to any obligation hereunder if prevented or delayed in a material respect from fulfilling such obligation by fire, strikes or other labor difficulties, casualties, civil or military authority, civil disturbance or riot, war, acts of God, acts of public enemy, drought, earthquake, flood, explosion, hurricane, lightning, landslide, or similar cataclysmic occurrence, or if NEPOOL or ISO-NE experiences unplanned-for emergency system conditions, including but not limited to a shortage of available electric generating capacity or an insufficiency of transmission or distribution facilities required for the delivery of electric energy, such that NEPOOL or ISO-NE either must suspend the supply of electric energy or must curtail or interrupt all or a portion of the transmission of electric energy hereunder, or other event beyond the reasonable control of the Party affected (Force Majeure); provided, however, that pricing under this Power Purchase Agreement or any applicable fuel or energy source shall not be considered a Force Majeure event. 10.2 If either Party is rendered wholly or partly unable to perform its obligations under this Agreement because of Force Majeure, that Party shall be excused from whatever performance is affected by the Force Majeure to the extent so affected; provided, that payments due hereunder from either Party to the other when due shall not be excused by Force Majeure (unless the Partys inability to pay arises from a Force Majeure event affecting such Partys payment mechanism or the banking system as a whole); and provided, further, that: (a) The non-performing Party promptly, but in no case later than five (5) Business Days after the occurrence of the Force Majeure, gives the other Party notice describing the particulars of the occurrence describing, in detail, the nature, extent and expected duration of the Force Majeure; (b) The suspension of performance shall be of no greater scope, and of no longer duration, than is reasonably required by the Force Majeure; and (c) The non-performing Party uses commercially reasonable efforts to remedy its inability to perform. Neither Party shall be required to settle any strike, walkout, lockout or other labor dispute on terms which, in the sole judgment of the Party involved in the dispute, is contrary to its interest, it being understood and agreed that the settlement of strikes, walkouts, lockouts or other labor disputes shall be entirely within the discretion of the Party having such difficulty. Section 11 ASSIGNMENT 11.1 Assignments with Consent. Subject to Section 11.2, neither Party shall voluntarily assign its rights nor delegate its duties under this Power Purchase Agreement without the written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed. Where consent to assignment is necessary and assignment is sought, the Party seeking assignment shall give the other Party thirty (30) days notice thereof, delivered in accordance with Section 15.1 hereof. No consent to any transfer of Buyers or Sellers interest in
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any particular instance shall be deemed a waiver of the obligation to obtain such consent in the case of a subsequent transfer. 11.2 Assignments without Consent. Notwithstanding the provisions of Section 11.1, Seller shall have the right (i) to assign and delegate all of its rights and duties under this Power Purchase Agreement to any Affiliate of Seller and (ii) upon reasonable prior notice to Buyer, to collaterally assign some or all of its rights and interests (but not its obligations) under this Power Purchase Agreement to the Facility Lenders (or their agents, trusts or Affiliates) in connection with the development financing or debt or lease financing (including, without limitation, transfer of ownership and financing thereof) for the construction of the Facility or permanent or term financing or refinancing for the Facility. 11.3 Conditions on Assignment. Any assignment made pursuant to Sections 11.1 and 11.2 shall be valid and binding only if (i) the permitted assignee (other than Facility Lenders) agrees in a written document, signed by the non-assigning Party, to assume the performance of all of the duties and obligations of the assigning Party under this Power Purchase Agreement; and (ii) the assigning Party also assigns, and the permitted assignee assumes in writing, the Site Lease. Any attempted assignment that does not satisfy all of the conditions set forth in this Article 13 shall be null and void and ineffective to convey any interest in this Power Purchase Agreement to the intended assignee. Section 12 INDEMNIFICATION 12.1 Indemnification.

12.1.1 Seller and Buyer shall each indemnify, defend, protect and hold the other, its officers, directors, employees, agents, guests (including, but not limited to Affiliates and their respective officers, directors, employees, agents, successors and permitted assigns) (Indemnified Parties), successors and permitted assigns harmless from and against all demands, liabilities, damages, losses, penalties, claims, lawsuits and proceedings of any nature whatsoever (Claims), which may be incurred, made, asserted or alleged by the government or any third party, including those liabilities and claims that may result from personal injury or death to any person, including each Partys employees, contractors, agents, representatives or guests, or property damage, arising out of or in any manner connected with any act or failure to act, or any breach of this Power Purchase Agreement, by the Party from whom indemnification is sought (the Indemnifying Party), except to the extent that such Claim may be attributable to and only to the extent that a court of competent jurisdiction or arbitration panel determines that such Claim was caused by the negligence, illegal conduct or willful misconduct of, or breach of this Power Purchase Agreement by, the Indemnified Party hereunder or any of its Affiliates, in which event the Indemnifying Party shall be liable only to the extent of that portion of such judgment which is proportionate to its proven fault (the Indemnified Party Loss). The provisions of this Section 12.1.1 shall not be construed so as to relieve any insurer of its obligation to pay any insurance claims in accordance with the provisions of any valid insurance policy. In the event that a Party is obligated to indemnify and hold the other Party and its successors and permitted assigns harmless hereunder, the amount owing to such Indemnified

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Party will be the amount of the actual Indemnified Party Loss, net of any insurance or other recovery. 12.1.2 In the event an employee, agent, contractor or representative of either Party (for purposes of this Section 12.1.2 only, the Principal Party) asserts or alleges a claim, demand or cause of action against the other Party (including its Affiliates), their officers, directors, employees, or agents, the Principal Party shall fully defend, indemnify and hold harmless the other Party to the full extent of Section 12.1.1 above, notwithstanding that negligence or fault is not alleged on the part of the Principal Party (including its Affiliates), their employees, agents or representatives. The procedures and terms set forth in Section 12.2 and 12.3 with respect to Claims under Section 12.1.1 shall also be applicable to any claims, demands and causes of action under this Section 12.1.2. 12.2 Procedures.

12.2.1 If any Indemnified Party intends to seek indemnification under this Section 12 with respect to any Claim, the Indemnified Party shall give the Indemnifying Party notice of such Claim upon the receipt of actual knowledge or information by the Indemnified Party of the Claim. 12.2.2 The Indemnifying Party shall have the right to assume the defense of any Claim, at its sole cost and expense, with counsel designated by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided, however, that if the defendants in any such proceeding include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel, at the Indemnifying Partys expense, to assert such legal defenses and to otherwise participate in the defense of such Claim on behalf of such Indemnified Party. 12.2.3 Should any Indemnified Party be entitled to indemnification under this Section 12 as a result of a Claim by a third party, and should the Indemnifying Party fail to assume the defense of such Claim, the Indemnified Party may, at the expense of the Indemnifying Party, contest (or, with or without the prior consent of the Indemnifying Party, settle) such Claim. 12.2.4 Except to the extent expressly provided herein, no Indemnified Party shall settle any Claim with respect to which it has sought or is entitled to seek indemnification pursuant to this Section 12 unless (i) it has obtained the prior written consent of the Indemnifying Party, or (ii) the Indemnifying Party has failed to provide security, in a form reasonably satisfactory to the Indemnified Party, securing the payment of any indemnifiable cost, up to the amount of the proposed settlement. 12.2.5 Except to the extent expressly provided herein, the Indemnifying Party shall not settle any Claim with respect to which it may be liable to provide indemnification pursuant to this Section 12 without the prior written consent of the Indemnified Party; provided, however, that if the Indemnifying Party has reached a bona fide settlement agreement with the

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plaintiff(s) in any such proceeding, which settlement includes a full release of the Indemnified Party for any and all liability with respect to such Claim, and the Indemnified Party does not consent to such settlement agreement, then the dollar amount specified in the settlement agreement shall act as an absolute maximum limit on the indemnification obligation of the Indemnifying Party with respect to the Claim, or portion thereof, that is the subject of such settlement agreement. 12.3 Survival/Payment. The Parties agree that any Indemnifying Party hereunder shall commence payment of costs and expenses incurred by the Indemnified Party as they become due, without waiting for the ultimate resolution of any litigation or administrative proceeding. The provisions of this Section 12 shall survive the expiration or termination of this Power Purchase Agreement. Section 13 CONFIDENTIALITY 13.1 Confidentiality.

13.1.1 Confidential Information shall be any business or technical information, of whatever nature or form, relating to the Plant, the Facility, or the Project, including but not limited to actual and potential electric load characteristics; design, structure, capacities, management, personnel, and operations; actual and potential costs, financing, income, and profits; internal business and financial information; strategies, projections, studies, or forecasts; power marketing and sales; environmental and other legal or regulatory information; trade secrets; and other information of a confidential, proprietary, or competitive nature. For the purposes of this Section 13, a Party that receives Confidential Information from the other Party shall be referred to as the Receiving Party. 13.1.2 No Receiving Party shall disclose or use Confidential Information for any purpose other than for the design, development, construction, financing, or operation of the Facility or the performance of its obligations under this Power Purchase Agreement, without the written consent of the other Party. The Receiving Party agrees to utilize with respect to received Confidential Information the same standards and procedures which it applies to protection of its own confidential information, but not less than reasonable care. 13.1.3 Each Party will limit access to received Confidential Information to those of its directors, officers, employees, attorneys, lenders, contractors, suppliers, agents, and consultants who need to know about or participate in the performance under this Power Purchase Agreement, and such disclosure shall be limited to only Confidential Information necessary for performance under this Power Purchase Agreement. Each Party agrees to inform each of its directors, officers, employees, attorneys, lenders, contractors, suppliers, agents, and consultants who receive Confidential Information of the secret and confidential nature thereof and of the obligations imposed by this Power Purchase Agreement, and shall disclose to the other Parties the identities of any consultants who will have access to received Confidential Information. Each Party shall be liable for unauthorized use or disclosure of received Confidential Information by its directors, officers, employees, attorneys, lenders, contractors, suppliers, agents, consultants, or members.

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13.1.4 Each Party may disclose Confidential Information which it is legally required to furnish by subpoena or other legal process; provided that the Party uses commercially reasonable efforts to avoid disclosure of Confidential Information, and prior to furnishing Confidential Information disclosed by the other Party, the Receiving Party notifies the other Party and gives the other Party the opportunity to object to the disclosure or take the lead in seeking a protective order. Each Party acknowledges that regulatory or other Governmental Authorities may require the disclosure of Confidential Information relating to the Facility, Plant or Project that was disclosed by the other Party. In that event, the Receiving Party shall notify the other Party prior to disclosure of such Confidential Information to regulatory or other Governmental Authorities, and shall use reasonable efforts to limit disclosure and to obtain confidential treatment of such Confidential Information from the regulatory or Government Authority. A Party disclosing Confidential Information pursuant to subpoena, or legal process, or as required by regulatory or Governmental Authorities, shall release only such information which its counsel believes is legally required to respond to the subpoena or legal process request, or regulatory or governmental authorities. 13.1.5 Confidential Information shall remain the property of the Party disclosing such Confidential Information. Except as is necessary to enable a Party, or successor thereto, to meet its continuing obligations under this Power Purchase Agreement, upon termination of this Power Purchase Agreement, the Receiving Party will return to the other Party all of the other Partys Confidential Information in its possession and destroy all computer entries, notes, or documents relating thereto. 13.1.6 Confidential Information shall not include information: (i) which was developed by the Receiving Party and was contained in a writing in the Receiving Partys possession before its receipt from the other Party; (ii) which at the time of its disclosure to the Receiving Party is, or thereafter becomes, through no act or failure to act on the part of the Receiving Party, part of the public domain; (iii) which has been rightfully furnished to the Receiving Party by a third party without restriction on disclosure or use and not in violation of any rights of, or obligations to, the other Party. The occurrence of any of the above exceptions shall not be construed as an express or implied grant of any rights under any of the other Partys patents or other intellectual property rights. 13.1.7 The provisions of this Section 13 shall survive expiration, cancellation, or termination of this Power Purchase Agreement. Each Party agrees to be bound by the confidentiality obligations herein for a period of five (5) years from expiration, cancellation, or termination of this Power Purchase Agreement. Section 14 REPRESENTATIONS AND WARRANTIES 14.1 Seller hereby represents and warrants to Buyer as follows: 13

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14.1.1 Seller has full power and authority to execute and deliver this Agreement, and Seller shall continue to have full power and authority to perform its obligations hereunder, and to consummate the transactions contemplated hereby during the Term of this Agreement. The execution and delivery of this Agreement by Seller and the consummation by it of the transactions contemplated hereby have been duly and validly authorized by all necessary action required on its part and this Agreement has been duly and validly executed and delivered by Seller. For the Term of this Agreement, Seller agrees that this Agreement shall constitute Sellers legal, valid and binding agreement, enforceable against Seller in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws affecting or relating to enforcement of creditors rights generally and general principles of equity (regardless of whether enforcement is considered in a proceeding at law or in equity). 14.1.2 Neither the execution and delivery of this Agreement by Seller nor the consummation by Seller of the transactions contemplated hereby during the Term of this Agreement will (i) conflict with or result in any breach or violation of any provision of the enabling legislation, bylaws, certificate of formation, operating agreement, and any other applicable governing or formation documents of Seller; (ii) result in a default (or give rise to any right of termination, consent, cancellation or acceleration) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, material agreement or other instrument or obligation to which Seller is a party or by which it may be bound, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained; or (iii) constitute violations of any law, regulation, order, judgment or decree applicable to Seller. 14.1.3 Except for the items described on Exhibit C hereto, which Seller agrees to obtain in order to satisfy the conditions precedent set forth in Section 2.2, no consent or approval of, filing with, or notice to, any Governmental Authority by or for Seller is necessary for the execution and delivery of this Agreement by it, or the consummation by it of the transactions contemplated hereby. 14.2 Buyer hereby represents and warrants to Seller as follows:

14.2.1 Buyer is a [municipal corporation] organized and validly existing under the laws of the State of Connecticut. 14.2.2 Buyer has full power and authority to execute and deliver this Agreement, and Buyer shall continue to have full power and authority, to perform its obligations hereunder and to consummate the transactions contemplated hereby during the Term of this Agreement. The execution and delivery of this Agreement by Buyer and the consummation by it of the transactions contemplated hereby have been duly and validly authorized by all necessary action required on its part and this Agreement has been duly and validly executed and delivered by Buyer. For the Term of this Agreement, Buyer agrees that this Agreement shall constitute Buyers legal, valid and binding agreement of Buyer, enforceable against Buyer in accordance with its respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws affecting or

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relating to enforcement of creditors rights generally and general principles of equity (regardless of whether enforcement is considered in a proceeding at law or in equity). 14.2.3 Neither the execution and delivery of this Agreement by Buyer, nor the consummation by Buyer of the transactions contemplated hereby during the Term of this Agreement will (i) conflict with or result in any breach or violation of any provision of the Buyers organizational documents or statutes; (ii) result in a default (or give rise to any right of termination, consent, cancellation or acceleration) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, material agreement or other instrument or obligation to which Buyer is a party or by which it may be bound, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained; or (iii) constitute violations of any law, regulation, order, judgment or decree applicable to Buyer. 14.2.4 Except for the items described on Exhibit D hereto, no consent or approval of, filing with, or notice to, any governmental authority by or for PSNH is necessary for the execution and delivery of this Agreement by it, or the consummation by it of the transactions contemplated hereby. Section 15 OTHER PROVISIONS 15.1 Notices. All notices and other communications required or authorized under this Power Purchase Agreement shall be given in writing either by personal delivery, registered mail, or overnight or other courier or delivery service, addressed to the respective Party at the addresses indicated below: To Seller: [GREENPOINT ENERGY PARTNERS (ANSONIA) LLC] 1 Shore Lane, #2307193 Meserole Ave Jersey City, NJ 07310Brooklyn, NY, 11222 Attn.: Fax: [Greenpoint Energy Partners LLC] 1 Shore Lane, #2307 Jersey City, NJ 07310 [THE CITY OF ANSONIA, CONNECTICUT] [] Attn.: Fax: []

With copies to:

To Buyer:

With copies to:

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Notice or communication shall be deemed effective upon personal receipt by the Party to whom such notice, demand, invoice or request is sent. Either Party may change its address from time to time by giving written notice of such change to the other Party. 15.2 Choice of Law; Choice of Venue. This Power Purchase Agreement shall be governed by and construed in accordance with the internal law, but not the conflicts of law rules, of the State of Connecticut. Any dispute arising out of this Agreement shall be brought in a court of competent jurisdiction located in the State of Connecticut. Each Party irrevocably waives any objection which it may have to the venue of any proceeding brought in any such court and waives any claim that such proceedings have been brought in an inconvenient forum. 15.3 Severability. Each provision of this Power Purchase Agreement shall be separate and independent. If any provision of this Power Purchase Agreement or the application thereof to any Person or circumstance is held invalid or unenforceable, such invalidity shall not affect the validity or enforceability of the remainder of this Power Purchase Agreement or the application of such provision to persons or circumstances other than those to which it is invalid or unenforceable, and this Power Purchase Agreement shall be construed to give effect to the remaining provisions hereof. In the event any provision of this Power Purchase Agreement is declared invalid or unenforceable, the Parties shall promptly negotiate in good faith a new provision(s) to eliminate the invalidity or unenforceable provision and to restore this Power Purchase Agreement as near as possible to its original intent and effect. 15.4 Modifications. No modification, amendment, extension, renewal, rescission, termination or waiver of any of the provisions contained herein, or any future representation, promise or condition in connection with the subject matter hereof, shall be binding upon either Party unless in writing and signed by an authorized agent on its behalf. 15.5 Headings. Headings used in this Power Purchase Agreement are included for purposes of convenience only and shall not affect the construction or interpretation of any of its provisions. 15.6 Changes. The Parties acknowledge that they are entering into a long term arrangement in which the cooperation of both will be required. If, during the Term, changes in the operations, facilities or methods of either Party will materially benefit a Party without detriment to the other Party, or where the benefiting Party agrees to hold the other Party harmless from such detriment, the Parties commit to each other to make reasonable efforts to cooperate and to assist each other to carry out such changes. 15.7 Waiver. Neither Party hereto shall be deemed to have waived any right under or in connection with this Power Purchase Agreement unless waiver thereof is expressly stated in a writing signed by the Party to be charged. The waiver of any term or condition of this Power Purchase Agreement on any occasion or occasions shall not be deemed a waiver of any such term or condition on any other occasion. 15.8 Third Party Beneficiary. Buyer and Seller agree that, except as specifically provided herein, no party shall be entitled to any third party beneficiary status hereunder.

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15.9 Entire Agreement. This Power Purchase Agreement contains the entire agreement between the Parties with respect to the subject matter hereof and shall supersede any and all previous understandings between the Parties, and bind and inure to the benefit of the Parties, their successors and permitted assigns. 15.10 Counterparts. This Power Purchase Agreement may be executed in any number of counterparts, and each counterpart shall have the same force and effect as the original instrument. 15.11 Option on Municipal Waste. Seller shall have the right, exercisable in its sole discretion at any time during the term of this Power Purchase Agreement, to acquire from Buyer, on terms to be agreed between the Parties, such municipal waste or sewage sludge as Seller may determine useful as fuel in generating energy at the Facility. [Signatures on Following Page]

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IN WITNESS WHEREOF, the Parties hereto have executed this Power Purchase Agreement as of the date first written above. GREENPOINT ENERGY PARTNERS (ANSONIA) LLC a Delaware limited liability company By:________________________________________ ___________________________________________ Name:_____________________________________ ___________________________________________ Title:______________________________________ ___________________________________________ [THE CITY OF ANSONIA, CONNECTICUT] a [Connecticut Municipal] Corporation By:________________________________________ ___________________________________________ Name:_____________________________________ Title:______________________________________

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EXHIBIT A DEFINITIONS For the purposes of this Power Purchase Agreement, the following terms shall have the following meanings assigned to them: Affiliate when used with reference to a specified Person, means (i) any Person that directly or indirectly through one or more intermediaries controls or is controlled by or is under common control with the specified Person, and (ii) any Person that is an officer or director of, general partner in or trustee of, or serves in a similar capacity with respect to, the specified Person or of which the specified Person is an officer, director, general partner or trustee, or with respect to which the specified Person serves in a similar capacity. As used in this definition of Affiliate, the term control means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise. Applicable Laws means all laws, statutes, codes, acts, ordinances, orders, judgments, decrees, injunctions, rules, regulations, Permits, licenses, authorizations, directives and requirements of all federal, state and local governmental authorities, including, without limitation, all environmental laws, applicable to the Facility and/or the Site. Buyer means [The City of Ansonia, Connecticut], a [Connecticut municipal corporation], and its successors and permitted assigns. Claim has the meaning set forth in Section 12.1.1. Commercial Operations Date means the date that (i) the design, construction, installation and start-up testing of the Facility has been completed, and (ii) the Facility has all Permits and other approvals which are necessary and appropriate to commence commercial operations of the Facility, as established by binding written notice from Seller to Buyer in accordance with Section 2.2. Confidential Information has the meaning set forth in Section 13.1.1.

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Exhibit A-1

Contracted Power Price means, as of the Effective Date, ten cents ($0.10) per kilowatt hour. As of the January 1st immediately following the Commercial Operations Date and as of each January 1st thereafter, the Contracted Power Price means, for the then-current calendar year, the product of (x) the greater of (i) 1.00 03 and (ii) the remainder of (1) the Consumer Price Index as of the end of the preceding calendar year, divided by (2) the Consumer Price Index at the beginning of the preceding calendar year, taken out to two decimal points, multiplied by (y) the Contracted Power Price in effect for the preceding calendar year. Delivered Power means the electrical energy actually delivered by Seller to Buyer hereunder and is measured on an integrated kilowatt basis in standard increments for measurement as shall be prevailing for independent power producers in the local power market. Electrical Interconnection Facilities means all transformers, switches, protective devices and other electrical equipment at Buyers Plant necessary for Buyer to accept electricity sold hereunder at the Power Delivery Point(s) in accordance with Good Engineering Practices, including, but not limited to, the Power Feeders. Expansion means an expansion of the Facility by up to an additional 1.5MW (net) capacity using the same or substantially similar technology as the Facility. Expansion Option means Sellers right to construct the Expansion. Facility means Sellers anaerobic digestion energy conversion facility of 1.5MW (net), using organic municipal solid waste as its fuel source, together with all buildings, equipment, meters, piping, storage facilities, transmission lines, interconnection facilities, delivery and distribution facilities and other appurtenances or improvements necessary to receive, produce, meter, transmit or deliver (as appropriate) power pursuant to the terms of this Power Purchase Agreement, and, in addition, for the purposes of this Power Purchase Agreement, shall also include all electrical equipment on Sellers side of the Power Delivery Points, including Sellers Protective Equipment. Generation Equipment means the generators, pipes, control equipment, metering, switches, transmission or distribution lines located at the Facility, and any ancillary or related equipment and facilities necessary for the generation of power at the Facility (excluding the Power Feeders and the interconnection between the Plant and the electrical transmission system). Good Engineering Practices means at a particular time, any of the practices, methods and acts engaged in or approved by a significant portion of the anaerobic digestion electric power conversion industry at such time in the construction, operation and/or maintenance of Exhibit A-2

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facilities similar in size, location and operating characteristics to the Facility, 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 results at the lowest cost consistent with good business practices, reliability, safety and expedition. Good Engineering Practices is not intended to be limited to the optimum practice, method or act to the exclusion of all others, but rather to be a spectrum of possible practices, methods or acts expected to accomplish the desired results, having due regard for, among other things, safety and health standards and procedures, manufacturers warranties, Applicable Laws and the requirements of this Power Purchase Agreement. Governmental Authority means any federal, state, or local governmental body or any political sub-division, agency, sub-agency or instrumentality thereof, including, without limitation, any legislature, the courts and any quasi-adjudicative bodies with jurisdiction. The term Governmental Authority shall not include Buyer. Indemnified Party has the meaning set forth in Section 12.1.1. Indemnified Party Loss has the meaning set forth in Section 12.1.1. Indemnifying Party has the meaning set forth in Section 12.1.1. Interest Rate means the base rate on corporate loans posted by at least seventy-five percent (75%) of the nations 30 largest banks, as published in the Wall Street Journal Money Rates section, or, if such rate is no longer published, a comparable prime rate. Maintenance Schedule has the meaning set forth in Section 2.4.1. MW means megawatts. MWh means megawatt hours. Owner Party has the meaning set forth in Section 5.4. Party or Parties means Buyer and Seller, their successors or permitted assigns. Permits shall mean all permits, licenses, approvals, authorizations, consents, registrations, easements, rights of way, leases, releases or exemptions required in connection with the design, construction, ownership, operation or maintenance of the Facility by any third person or entity not a Party hereto or by any federal, state, local or municipal government agency, body or authority. Plant means the City of Ansonia Water Treatment Center. Plant Site means the site upon which the Plant is located, which is adjacent to the Site. Power Delivery Point(s) means (i) the points of interconnection between the Facility and the Plant as identified on an exhibit to the Site Lease, and (ii) such other point(s) as Seller and Buyer may agree to in writing from time to time.

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Exhibit A-3

Power Feeders has the meaning set forth in Section 2.3. Principal Party has the meaning set forth in Section 12.1.2. Protective Equipment means all relays, meters, power circuit breakers, synchronizers, and other control devices as shall be agreed to by the Parties in accordance with the requirements of Buyer or Seller as necessary for proper and safe operation of the Generation Equipment as it interfaces with the Plant. Purchase Option Agreement shall mean the Purchase Option Agreement dated as of the Effective Date by and between the Parties. Receiving Party has the meaning set forth in Section 13.1.1. Scheduled Facility Outage means a scheduled outage of Generation Equipment for inspection, testing, repair, overhaul, modification, construction or maintenance or for other preplanned reasons, conducted pursuant to Section 2.4. Seller means [Greenpoint Energy Partners (Ansonia) LLC], a Delaware limited liability company, and its successors and permitted assigns. Site has the meaning ascribed thereto in the Site Lease. Site Lease means the Facility Site Lease and Easement Agreement by and between Buyer and Seller dated as of approximate even date herewith. Term has the meaning set forth in Section 3.1.

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Exhibit A-4

EXHIBIT B POWER DELIVERY POINTS

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EXHIBIT C REQUIRED APPROVALS (SELLER)

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EXHIBIT D REQUIRED APPROVALS (BUYER)

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Exhibit E Form of Purchase Option Agreement

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