Common use of Transfer Compensation Amount Clause in Contracts

Transfer Compensation Amount. If a Member Transfers all or any portion of its Membership Interest to a Corporate Affiliate pursuant to Section 12.2 or all of its Membership Interest to a third party pursuant to Section 12.3, and if such Transfer results in a termination of the Company pursuant to Code Section 708(b)(1)(B), then the Member transferring its Membership Interest shall pay the Member who is not transferring its Membership Interest a cash amount equal to the tax savings attributable to the excess of (a) the present value of the depreciation deductions that the non-transferring Member would have received with respect to the assets owned by the Company on the Transfer date if such transfer had not occurred over (b) the present value of such deductions after giving effect to Code Section 168(i)(7), which has the effect of restarting the depreciation period for such assets (such amount the “Transfer Compensation Amount”). The Transfer Compensation Amount shall be determined (i) by using as the discount rate the prime rate as published by The Wall Street Journal for the date of the Transfer, (ii) by using as the tax rate the highest federal and New Hampshire combined corporate income tax rate in effect on the date of the transfer, and (iii) by assuming that the Company will depreciate all of its depreciable assets that it owns on the Transfer date over their entire depreciation periods. The non-transferring Member shall calculate the Transfer Compensation Amount and make written demand for its payment on the transferring Member, who shall pay such amount within ten (10) Business Days of receipt of such demand. A Member Transferring all or any portion of its Membership Interest pursuant to Section 12.2 or all of its Membership Interest pursuant to Section 12.3 may effect such Transfer in a series of transactions for the purpose of avoiding a termination of the Company pursuant to Code Section 708(b)(1)(B); provided, however, that such series results in such Transfer within a period that does not exceed thirteen (13) calendar months. This Section 12.9 shall not apply to any Transfer pursuant to Section 12.5. Execution Copy Northern Pass LLC Operating Agreement

Transfer Compensation Amount. If a Member Transfers all or any portion of its Membership Interest to a Corporate Affiliate pursuant to Section 12.2 or all of its Membership Interest to a third party pursuant to Section 12.3, and if such Transfer results in a termination of the Company pursuant to Code Section 708(b)(1)(B), then the Member transferring its Membership Interest shall pay the Member who is not transferring its Membership Interest a cash amount equal to the tax savings attributable to the excess of (a) the present value of the depreciation deductions that the non-transferring Member would have received with respect to the assets owned by the Company on the Transfer date if such transfer had not occurred over (b) the present value of such deductions after giving effect to Code Section 168(i)(7), which has the effect of restarting the depreciation period for such assets (such amount the “Transfer Compensation Amount”). The Transfer Compensation Amount shall be determined (i) by using as the discount rate the prime rate as published by The Wall Street Journal for the date of the Transfer, (ii) by using as the tax rate the highest federal and New Hampshire combined corporate income tax rate in effect on the date of the transfer, and (iii) by assuming that the Company will depreciate all of its depreciable assets that it owns on the Transfer date over their entire depreciation periods. The non-transferring Member shall calculate the Transfer Compensation Amount and make written demand for its payment on the transferring Member, who shall pay such amount within ten (10) Business Days of receipt of such demand. A Member Transferring all or any portion of its Membership Interest pursuant to Section 12.2 or all of its Membership Interest pursuant to Section 12.3 may effect such Transfer in a series of transactions for the purpose of avoiding a termination of the Company pursuant to Code Section 708(b)(1)(B); provided, however, that such series results in such Transfer within a period that does not exceed thirteen (13) calendar months. This Section 12.9 shall not apply to any Transfer pursuant to Section 12.5. -41- Execution Copy Northern Pass LLC Operating Agreement

Transfer Compensation Amount. If a Member Transfers all or any portion of its Membership Interest to a Corporate Affiliate pursuant to Section 12.2 17.2.1 or all of its Membership Interest to a third party pursuant to Section 12.317.2.2, and if such Transfer results in a termination of the Company tax partnership pursuant to Code Section 708(b)(1)(B)) of the Code, then the Member transferring its Membership Interest shall pay the Member who is not transferring its Membership Interest a cash amount equal to the tax savings attributable to the excess of (a) the present value of the depreciation and amortization deductions that the non-transferring Member would have received with respect to the assets owned by the Company on the Transfer date if such transfer had not occurred over (b) the present value of such deductions after giving effect to Code Section 168(i)(7)) of the Code, which has the effect of restarting the depreciation or amortization period for such assets (such amount the “Transfer Compensation Amount”). The Transfer Compensation Amount “Present value” for purposes of the preceding sentence shall be determined (i) by using as the discount rate the prime rate as published by The Wall Street Journal for the date of the Transfer, (ii) by using as the tax rate the highest federal and New Hampshire Oklahoma combined corporate income tax rate in effect on the date of the transfer, and (iii) by assuming that the Company will depreciate or amortize all of its depreciable the assets that it owns on the Transfer date over their entire depreciation periodstax lives. The non-transferring Member shall calculate the Transfer Compensation Amount and make written demand for its payment on the transferring Member, who shall pay such amount within ten (10) Business Days of receipt of such demand. The Members shall submit any dispute over the operation of this Section 17.4 to the Arbitrator for resolution. A Member Transferring all or any portion of its Membership Interest pursuant to Section 12.2 17.2.1 or all of its Membership Interest pursuant to Section 12.3 17.2.2 may effect such Transfer in a series of transactions for the purpose of avoiding a termination of the Company pursuant to Code Section 708(b)(1)(B)tax partnership; provided, however, that such series results in the Transfer of such Transfer Member’s entire interest within a period that does not exceed thirteen (13) calendar months. This Section 12.9 17.4 shall not apply to any Transfer pursuant to Section 12.517.2.4. Execution Copy Northern Pass LLC Operating AgreementTable of Contents