In 2001, most of the renewable QFs under contract with Southern California Edison (SCE), executed an Agreement Addressing Renewable Energy Pricing and Payment Issues (Renewable Agreement) which established a fixed rate of 5.37 cents per kWh for energy deliveries through April 30, 2007.

On Wednesday, May 10, 2006, SCE and a group of QFs that are parties to Renewable Agreements with SCE, executed an amendment to their Renewable Agreements, which provides for an additional five year fixed price period commencing on May 1, 2007 and ending on April 30, 2012. The energy price during the fixed price period, commencing on May 1, 2007, will be 6.1500 cents per kWh escalated 1% annually beginning in the second year. The amendments also provide for an energy loss adjustment factor of 1.0, as provided in the Renewable Agreement.

SCE will make the terms and conditions of the amendment (a pro forma copy of which is attached to this communication) available to the remaining holders of Renewable Agreements as described herein. If you wish to execute the amendment please contact your SCE contract manager on or before May 19, 2006 at 5:00 p.m. If you contact your contract manager on or before the May 19 deadline, SCE will forward you an amendment for your execution as is, without changes within five business days of your contact. SCE will countersign and return executed amendments received by SCE within 48 hours of receipt by SCE via e-mail or fascimile. SCE will not forward amendments for execution after May 19, 2006 at 5:00 p.m., and will not countersign amendments executed by counterparties which are received by SCE after 5:00 p.m. on May 31, 2006.

Should you elect not to execute the amendment or miss the May 19, 2006 and/or the May 31, 2006 deadlines set forth above, your project will receive SCE's posted short-run avoided cost of energy, determined by the California Public Utilities Commission for energy deliveries commencing on May 1, 2007.