Letter

TOWN OF BENNINGTON

205 SOUTH STREET P.O. BOX 469 BENNINGTON, VERMONT 05201
802-442-1037 FAX (802) 442-1068

June 4, 1999

Bennington Energy Park, LLC
c/o Estech North
3rd Floor, Building 18
Howe Center, Rutland, VT 05701

      Re: 22.9 Acre Parcel, Bennington, Vermont

Gentlemen:

The Town of Bennington understands that Bennington Energy Park, LLC (the "Company") intends to acquire the approximately 22.9 acre parcel of real property located near Roaring Branch Road in the Town of Bennington as more fully described on Exhibit A ("the Site"), and thereafter, subject to receipt of necessary permits and financing, to utilize the Site for the construction and operation of a merchant electrical generation facility (the "Facility"). The purpose of this letter is to provide assurance to you and to prospective investors in the Facility concerning the extent and timing of certain Town property tax liabilities.

The Site is one of three contiguous parcels now or formerly owned by the Jard Corporation, and together with those other two parcels, is encumbered by a tax lien in favor of the Town of Bennington and the Bennington School District, Inc. with a total current balance of $320,699.59 (the "Jard Lien Amount") representing unpaid real estate taxes and accrued interest and penalties through the period ending May 31, 1999 on the three parcels. The Town understands that the Company is concerned about the impact of this lien on its ability to obtain financing for the construction of the Facility on the Site. There may exist delinquent taxes arising from the assessment of the Bennington Rural Fire District No. 1. This letter does not waive or otherwise address that delinquency.

Bennington`Energy Park, LLC
June 4, 1999
Page 2.

In an effort to cooperate with the company and its development within the Town of Bennington:

1. The Town will assign to the Site its own separate tax parcel number, with a separate assessed value of $239,550.

2. The Town has allocated $50,993.66 (the "Site Lien Amount" of the current total Jard Lien Amount to the Site,

3. The Town will permit continuing deferral of payment of the Site Lien Amount, including any continuing accrued interest and penalties, until the date of financial closing (the "Closing") of an institutional loan to provide construction financing for the Facility. The Town will concurrently execute and deliver such documents as are necessary to ensure that title to the Site is free of Town tax liens provided the Site Lien Amount as of the date of the Closing is paid in full at Closing. Prior to Closing, the Town will not institute or pursue proceedings for a tax sale of the Site.

4. For the tax year beginning July 1, 1999 and all subsequent tax years, the company will timely pay current real property taxes on the Site. Until Closing, such taxes will be based on the then current assessment.

5. This offer by the Town shall remain in effect until December 31, 2000.

Yours truly,

TOWN OF BENNINGTON

By: Stuart A. Hurd, Town Manager

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