Common use of IPC Clause in Contracts

IPC. BPA IPC and BPA will enter into two NITSAs for IPC to provide firm network transmission service to BPA. One NITSA will serve BPA customers at Goshen (replacing what is, as of the Effective Date of this Term Sheet, provided under PAC Service Agreement 746) and one NITSA will serve Idaho Falls (replacing what is, as of the Effective Date of this Term Sheet, provided under PAC Service Agreement 747) (“New NITSAs”). The New NITSAs will be in addition to the existing NITSAs BPA currently holds with IPC for service to BPA’s customers located on IPC’s system (“Existing NITSAs”). The term of BPA’s New NITSAs will be 20-years from energization of the B2H Project, with a renewal or rollover option at BPA’s discretion as required and permitted by FERC a. The NITSA Security Agreement (as referenced in Section 3(b)(2) of this table), and any related other agreements necessary, between BPA and IPC will be updated once the energization of B2H has occurred to document the term and the repayment periods with the actual energization date. b. The New NITSAs, NITSA Security Agreement, and any related other agreements necessary, are conditioned on the Goshen Area Asset Exchange set forth in Section 3(a)(7) being completed and all associated agreements being in effect by the energization of the B2H line. New Agreements: Network Integration Transmission Service Agreement to serve BPA customers at Goshen Network Integration Transmission Service Agreement to service BPA’s customer at ▇▇▇▇▇▇ Amendment to currently effective Network Integration Transmission Service Agreements Prepare First Draft – IPC: Quarter 2 of Calendar Year 2022 Target Execution Date: Quarter 3 of Calendar Year 2022 The New NITSAs and the Existing NITSAs will be updated to include three Points of Receipt (PORs) over which BPA can deliver energy to its customers located on IPC’s system. The three PORs are as follows: AMPS POR, LaGrande POR, and Longhorn POR. The New NITSAs shall reflect the following provisions: a. Under the New NITSAs, IPC will plan for and reserve transmission capacity for the continued network service to BPA’s SILS Customers’ loads and ensure that it can reliably serve the load for the term of the contract prior to BPA assigning the PTP service agreements to PAC pursuant to Section 3(a)(11) above. b. The New NITSAs between BPA and IPC will permit BPA to assign service to specific Points of Delivery (PODs) to BPA’s wholesale customers who take service at those PODs. Such assigned PODs will be served by a separate NITSA agreement between BPA’s wholesale customer and IPC. The New NITSA between BPA and IPC will state that the customer requesting a separate NITSA for its POD must meet credit rating standards consistent with IPC’s OATT. Notwithstanding assignment of the NITS service, BPA would remain entitled to all outstanding credits associated with the Funded Amounts (as defined in Section 3(b)(2) below) as long as BPA continues to be a NITS customer. c. IPC will maintain the current practice of letting BPA choose through the annual delivery allocation process the PODs where BPA will deliver power to serve its loads. The current PODs include LaGrande and AMPS. Once B2H is in service, the PODs will include LaGrande, Longhorn, and AMPS.

IPC. BPA IPC and BPA will enter into two NITSAs for IPC to provide firm network transmission service to BPA. One an NITSA will serve BPA customers at Goshen (replacing what is, as of the Effective Date of this Term Sheet, provided under PAC Service Agreement 746) security and one NITSA will serve Idaho Falls (replacing what is, as of the Effective Date of this Term Sheet, provided under PAC Service Agreement 747) risk backstop agreement (“New NITSAsNITSA Security Agreement”). The , concurrently with the New NITSAs will be in addition to NITSA and the existing NITSAs BPA currently holds with IPC for service to BPA’s customers located on IPC’s system (“Existing NITSAs”). The term of BPA’s New NITSAs will be 20-years from energization of the B2H Project, with a renewal or rollover option at BPA’s discretion as required purchase and permitted by FERC a. The NITSA Security Agreement (as sale agreement referenced in Section 3(b)(23(b)(3) of this table. Reimbursement If IPC Receives all Permits and Certificates of Public Convenience and Necessity (CPCN) for Construction of B2H IPC will reimburse BPA for the transfer of BPA’s Permitting Interest under the Joint Permitting Agreement in an amount consisting of BPA’s investment in B2H prior to the transfer date (~$25m). BPA will also pay to IPC an additional $10 million upon execution of the New NITSAs and the NITSA Security Agreement with the intent of offsetting overall B2H project costs in IPC’s rate base. The additional $10 million plus BPA’s investment in B2H will be collectively referred to as the “Funded Amount.” IPC will retain the Funded Amount as follows: If and when IPC obtains all necessary CPCNs and permits for the B2H Project (and all appeals, if any, have been resolved), and any related other agreements necessaryIPC shall have until January 1, between 2026 (“Commencement Date”) to commence construction of B2H or to inform BPA and of its intent to not pursue construction of B2H. (1) If IPC commences construction of B2H by or before the Commencement Date, then: a. Interest on the Funded Amount (~$35m) payable by IPC to BPA will be updated once accrue from the date of energization of B2H has occurred to document at the term and the repayment periods with the actual energization date. b. The rate New NITSAs, Agreement: NITSA Security Agreement, and any related other agreements necessary, are conditioned on the Goshen Area Asset Exchange set forth in Section 3(a)(7) being completed and all associated agreements being in effect by the energization of the B2H line. New Agreements: Network Integration Transmission Service Risk Backstop Agreement to serve BPA customers at Goshen Network Integration Transmission Service Agreement to service BPA’s customer at ▇▇▇▇▇▇ Amendment to currently effective Network Integration Transmission Service Agreements Prepare First Draft – IPC: Quarter 2 of Calendar Year 2022 Target Execution Date: Quarter 3 of Calendar Year 2022 established in the applicable IPC tariff for customer funded projects; b. The Funded Amount and all accrued interest will be repaid to BPA starting year 11 following the energization date (the “Refund Commencement Date”), with repayment amortized over the remaining 10 years of the New NITSAs. i. IPC and BPA will incorporate the interest schedule and payment amortization as an exhibit to the NITSA Security Agreement; ii. If during the term of the New NITSAs and the Existing NITSAs will be updated to include three Points of Receipt (PORs) over which BPA can deliver energy to defaults on its customers located on IPC’s system. The three PORs are as follows: AMPS POR, LaGrande POR, and Longhorn POR. The New NITSAs shall reflect the following provisions: a. Under payment obligations under the New NITSAs, IPC will plan be entitled to retain for its own account an amount equal to the defaulted payment obligation not to exceed the amount not reimbursed to BPA as of the default date; iii. BPA will not be considered in default for any amount not paid subject to a billing dispute; and reserve transmission capacity iv. IPC may prepay the Funded Amount and interest thereon at any time without penalty. (2) If IPC does not commence construction of B2H by or before the Commencement Date or if IPC informs BPA before the Commencement Date of its intent to not proceed with B2H, then: a. IPC shall have 180 days from the Commencement Date (or notice to BPA of its intent to not proceed, whichever is earlier) to sell its Permitting Interests in the B2H Project; b. No later than the close of the above mentioned 180 days, IPC shall i. pay to BPA BPA’s proportional share of any proceeds received from the sale of its Permitting Interest in the B2H Project (if any), and ii. Pay to BPA the $10 million BPA provided to IPC upon execution of the New NITSAs. Risk Backstop if IPC does not Receive all Permits or CPCNs Necessary for constructing B2H. If IPC does not obtain all necessary CPCNs and permits for the continued network service B2H Project, or any such CPCNs or permits are overturned on appeal, then (a) IPC will return to BPA’s SILS Customers’ loads and ensure that it can reliably serve BPA the load for the term $10 million BPA provided to IPC upon execution of the contract prior New NITSAs; and (b) BPA will reimburse IPC for funding the additional 24.24% share of all B2H Permitting and Preconstruction Costs incurred after BPA transfers its 24.24% Permitting Interest to BPA assigning the PTP service agreements to PAC pursuant to Section 3(a)(11) above. b. The New NITSAs between BPA and IPC will permit BPA to assign service to specific Points of Delivery (PODs) to BPA’s wholesale customers who take service at those PODs. Such assigned PODs will be served by a separate NITSA agreement between BPA’s wholesale customer and IPC. The New NITSA between BPA reimbursement obligation will not include any costs related to Right of Way option acquisition or exercising Right of Way Options. The risk backstop commitment will remain in place until IPC obtains all necessary CPCNs and permits for the Project (and all appeals, if any, have been resolved). The intent of the backstop is only to assist IPC in mitigating the risk associated with receiving the approvals for the B2H Project; not to assist in mitigating business risk. The risk backstop commitment will be as follows: a. IPC will state that not compensate or reimburse BPA for costs expended by BPA on B2H prior to the customer requesting a separate NITSA for its POD must meet credit rating standards consistent with IPC’s OATT. Notwithstanding assignment transfer of the NITS servicePermitting Interest to IPC (i.e., ~$25m BPA would remain entitled has expended to all outstanding credits associated with the Funded Amounts (as defined in Section 3(b)(2) below) as long as BPA continues to be a NITS customer. c. IPC will maintain the current practice of letting BPA choose through the annual delivery allocation process the PODs where date); b. BPA will deliver power reimburse 24.24% of actual B2H Project Permitting Costs incurred after IPC takes over funding 45% of the project. (Current estimates for 2021-2024 – Total B2H Project estimated at $9,125,466 with 24.24% of these costs estimated at $2,212,234); and c. BPA will reimburse 24.24% of actual B2H Project Pre-Construction Costs incurred after IPC assumes funding 45% of the project. (Current estimates for 2021-2024 – Total B2H Project estimated at $9,403,564 with 24.24% of these costs estimated at $2,279,652). Collectively, these amounts set forth in a. through c. above will be the “Risk Backstop Amount.” The Risk Backstop Amount will be adjusted, as necessary, to serve its loadsthe extent that IPC receives grants or forms of other financial assistance from sources other than BPA or PAC. The current PODs include LaGrande and AMPS. Once B2H is in serviceFor example, if IPC received a government grant that defrayed the PODs will include LaGrandepre-construction costs of B2H, Longhorn, and AMPSBPA’s 24.24 % share of the pre- construction costs would be reduced accordingly.