0000949486-03-000002 Sample Contracts

AMENDED AND RESTATED ELECTRIC CAPACITY AND ENERGY SALES AGREEMENT
Electric Capacity and Energy Sales Agreement • March 31st, 2003 • Ls Power Funding Corp • Electric services

This Amended Agreement is made as of February 17, 2003, by and between Wisconsin Electric Power Company ("Buyer") and LSP-Whitewater, L.P. ("Seller").

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FPP Whitewater LLC c/o ArcLight Capital Holdings, LLC 200 Clarendon Street, 55th Floor Boston, MA 02117
Membership Interests Purchase Agreement • March 31st, 2003 • Ls Power Funding Corp • Electric services

September 16 , 2002 LSP-Whitewater, Inc. c/o Cogentrix Whitewater, LLC c/o Cogentrix Energy, Inc. 9405 Arrowpoint Boulevard Charlotte, North Carolina 28273 Attn: General Counsel and Thomas Schwartz Ladies and Gentlemen: Pursuant to a Membership Interests Purchase Agreement by and between Tomen Power Corporation ("TPC") and Fort Point Power LLC ("FPP") dated as of July 1, 2002, as amended, FPP purchased TPC's membership interests in TPC Funding LLC ("Funding"), which held stock in TPC Whitewater, Inc. ("TPC Whitewater"), the effect of which was to indirectly transfer TPC Whitewater to FPP (the "Transaction"). The Transaction closed on September 4, 2002. Prior to the closing of the Transaction, Funding converted TPC Whitewater from a "C" corporation to a limited liability company (the "Conversion"). The Conversion took place on September 3, 2002. As a result of and upon the closing of the Transaction and the consummation of the Conversion, TPC Whitewater's name and loc

FPP Cottage Grove LLC c/o ArcLight Capital Holdings, LLC 200 Clarendon Street, 55th Floor Boston, MA 02117
Membership Interests Purchase Agreement • March 31st, 2003 • Ls Power Funding Corp • Electric services

September 16 , 2002 LSP-Cottage Grove, Inc. c/o Cogentrix Cottage Grove, LLC c/o Cogentrix Energy, Inc. 9405 Arrowpoint Boulevard Charlotte, North Carolina 28273 Attn: General Counsel and Thomas Schwartz Ladies and Gentlemen: Pursuant to a Membership Interests Purchase Agreement by and between Tomen Power Corporation ("TPC") and Fort Point Power LLC ("FPP") dated as of July 1, 2002, as amended, FPP purchased TPC's membership interests in TPC Funding LLC ("Funding"), which held stock in TPC Cottage Grove, Inc. ("TPC Cottage Grove"), the effect of which was to indirectly transfer TPC Cottage Grove to FPP (the "Transaction"). The Transaction closed on September 4, 2002. Prior to the closing of the Transaction, Funding converted TPC Cottage Grove from a "C" corporation to a limited liability company (the "Conversion"). The Conversion took place on September 3, 2002. As a result of and upon the closing of the Transaction and the consummation of the Conversion, TPC Cottage

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