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PUBLIC VERSION CONFIDENTIAL INFORMATION HAS BEEN REMOVED PURSUANT TO 18 C.F.R. § 388.112

UNITED STATES OF AMERICA BEFORE THE FEDERAL ENERGY REGULATORY COMMISSION

RE Rosamond One LLC ) Docket No. EC14- -000 RE Rosamond Two LLC )

APPLICATION FOR AUTHORIZATION FOR DISPOSITION OF JURISDICTIONAL FACILITIES AND REQUESTS FOR WAIVERS, CONFIDENTIAL TREATMENT, AND EXPEDITED CONSIDERATION

Pursuant to Section 203(a)(1) of the Federal Power Act (“FPA”)1 and Part 33 of the

regulations of the Federal Energy Regulatory Commission (“FERC” or the “Commission”),2 RE

Rosamond One LLC (“Rosamond One”) and RE Rosamond Two (“Rosamond Two”) (together,

the “Rosamond Entities” or “Applicants”) hereby submit this application (“Application”)

requesting authorization for the disposition of jurisdictional facilities3 resulting from a

transaction involving the transfer of the Rosamond Entities from their upstream owner,

Recurrent Energy, LLC (“Recurrent”), to Gamma Genco CV II LLC (“Gamma II”).

Gamma II has two classes of membership interests: Class A interests that are passive,

non-controlling tax-equity investments interests, and Class B interests. The Class B membership

interests of Gamma II are wholly-owned by SunTap Energy (Pearl) LLC (“SunTap Energy

(Pearl)”), which also is the Managing Member of Gamma II. The passive Class A membership

1 16. U.S.C. § 824b(a)(1) (2006). 2 18 C.F.R. pt. 33 (2012). 3 The jurisdictional facilities owned by the Rosamond Entities consist of their market-based rate schedules, interconnection facilities which will be used for the transmission of electric energy in interstate commerce, and books and records associated with the sale of electric energy for resale in interstate commerce. 20131101-5187 FERC PDF (Unofficial) 11/1/2013 3:18:28 PM

interests of Gamma II are wholly owned by Gran Torino Solar SW, LLC (“Gran Torino Solar

SW”). Because the portion of the Transaction involving Gran Torino Solar SW relates to the

indirect upstream ownership of passive membership interests that do not confer rights to control

a public utility, that aspect of the Transaction may not be subject to the Commission’s

jurisdiction.4 Nonetheless, in accordance with Commission precedent and in the interest of

prompt action on this application, Applicants include herein complete information about Gran

Torino Solar SW and its affiliates and request that the Commission approve the Transaction

without ruling on the jurisdictional question.5

As explained below, the Transaction will not have an adverse effect on competition, rates

or regulation, will not result in cross-subsidization of a non-utility associate company or pledge

or encumbrance of utility assets for the benefit of an associate company, and is in the public

interest. Accordingly, Applicants request Commission approval of the Transaction pursuant to

Section 203 of the FPA.

Applicants also request limited waiver of the filing requirements set forth in Part 33 of

the Commission’s regulations to the extent the information required is not necessary to

determine that the Transaction meets the statutory requirements of Section 203. Waiving these

filing requirements under Part 33 is consistent with Commission precedent.6 Applicants also

4 See FPA Section 203 Supplemental Policy Statement, FERC Stats. & Regs. ¶ 31,253, at P 54 (2007) (“203 Supplemental Policy Statement”); AES Creative Resources, L.P., 129 FERC ¶ 61,239 (2009). In prior proceedings involving similarly structured investments in other Recurrent affiliates, the Commission determined that the Class A membership interest was a passive investment. See RE McKenzie 1 LLC, Amended Application for Market-Based Rate Authority, Docket No. ER12-1911-001 at pages 4, 6-7, 11-16, and confidential Appendix E (filed July 10, 2012) . Similar filings were made for the other McKenzie Entities, as such term is defined infra The Commission accepted this application for filing. See RE McKenzie 1, LLC, et al., Docket No. ER12-1911-001, et al. (Aug. 14, 2012) (unpublished letter order). See, e.g., Southern Company, et al., 92 FERC ¶ 62,260 (2000); Nat’l Elec. Assocs. Ltd. P’ship, 80 FERC ¶ 62,116, n.2 (1997) (citing Ocean State Power, 47 FERC ¶ 61,321 (1989)) (Commission makes no jurisdictional determination but assumes jurisdiction in light of the need for expedited action). 6 See, e.g., MACH Gen, LLC, 113 FERC ¶ 61,138 (2005); Alfalfa Elec. Coop., Inc., et al., 105 FERC ¶ 61,311 (2003); Destec Energy, Inc., et al., 79 FERC ¶ 61,373 (1997).

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request that the Commission grant privileged and confidential treatment of Exhibit I pursuant to

Sections 33.9 and 388.112 of the Commission’s regulations7 and exemption from the mandatory

public disclosure requirements of the Freedom of Information Act pursuant to Section

388.107(d) of the Commission’s regulations.8 Finally, Applicants request the Commission to

establish a shortened comment period and to issue an order granting the requested authorizations

and waivers as soon as possible, but in no event later than December 17, 2013.

I. REQUEST FOR EXPEDITED ACTION

Pursuant to Sections 33.11(b) and (c) of the Commission’s regulations,9 Applicants

respectfully request expedited action on this Application because Applicants intend to

consummate the Transaction no later than December 17, 2013, or as soon as possible upon

receiving Commission approval. The Application qualifies for expedited consideration because

the Transaction does not involve a merger or consolidation of a traditional utility with a franchise

service area, is consistent with Commission precedent, and does not require analysis under

Appendix A of Order No. 592 (the “Merger Policy Statement”).10 Accordingly, Applicants

respectfully request a shortened comment period of 21 days and a Commission order authorizing

the Transaction on or before December 17, 2013.

II. REQUEST FOR CONFIDENTIAL TREATMENT

Pursuant to Section 388.112 of the Commission’s regulations,11 Applicants request

privileged and confidential treatment for the draft Membership Interest Purchase and Equity

7 18 C.F.R. §§ 33.9, 388.112. 8 Id. § 388.107. 9 Id. § 33.1(b) - (c). 10 Merger Policy Statement, FERC Stats. & Regs., Regs. Preambles ¶ 31,044 (1996), reconsideration denied, Order 592-A, 79 FERC ¶ 61,321 (1997) (codified at 18 C.F.R. Part 2). 11 18 C.F.R. § 388.112.

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Capital Contribution Agreement by and among Gamma Genco CV II LLC, SunTap Energy

(Pearl) LLC, and Gran Torino Solar SW, LLC attached hereto as Exhibit I-1 (the “ECCA”), and

the draft Purchase and Sale Agreement between Recurrent Energy, LLC, as Seller and Gamma

Genco CV II LLC, as Buyer attached hereto as Exhibit I-2 (“PSA”). Applicants are submitting

the ECCA and PSA in draft form because it has not been finalized but attest that the commercial

terms in the final ECCA and the final PSA that will effectuate the Transaction will not differ in

any material respect from those set forth in drafts attached as Exhibit I-1 and Exhibit I-2.

Public release of Exhibit I-1 and Exhibit I-2 likely would harm the parties in future

negotiations for similar transactions and in structuring future investments. Accordingly,

Applicants are submitting a nonpublic version of this Application that is marked “Contains

Privileged and Confidential Information – Do Not Release Pursuant to 18 C.F.R. §

388.112”. As required by the Commission’s regulations, a proposed form of protective order

that complies with the Commission’s model protective order is attached to this Application as

Attachment 2.12

III. DESCRIPTION OF APPLICANTS AND RELEVANT AFFILIATES

A. Rosamond Entities

Each of Rosamond One and Rosamond Two is a Delaware limited liability company that

is developing a twenty (20) megawatt (“MW”) alternating current (“AC”) solar generation

facility (each a “Facility”) located in Kern County, California. The Facilities are located on

adjacent sites within the California Independent System Operator Inc. (“CAISO”) balancing

authority area (“BAA”).13 Each of the Rosamond Entities is an exempt wholesale generator

12 Id. § 33.9. 13 The Commission uses a seller’s BAA or the RTO/ISO market, as applicable, as the default relevant geographic market for the purposes of evaluating an application for market-based rate authority. See Market-Based Rates for 4

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(“EWG”) under the Public Utility Holding Company Act of 2005.14 The Rosamond Entities

have each filed an application to sell energy, capacity, and ancillary services at market-based

rates.15 Each Facility will be a qualifying small power production facility (“QF”) under the

Public Utility Regulatory Policies Act of 1978, as amended, and will be interconnected to the

transmission system owned by Southern California Edison Company (“SCE”) and operated by

CAISO.16 The Rosamond Entities anticipate that each Facility will commence commercial

operation by December 6, 2013.

All of the output from the Rosamond One Facility will be sold to the City of Santa Clara

pursuant to a 25-year power purchase agreement (“PPA”). All of the output from the Rosamond

Two Facility will be sold to SCE pursuant to a 20-year PPA. Pursuant to Section 292.601(c) of

the Commission’s regulations,17 since the facilities owned by Rosamond One and Rosamond

Two are owned by affiliates and located within one mile of each other, and their combined

capacity will exceed 30 MW, the Rosamond Entities’ do not qualify for the exemption from

Wholesale Sales of Elec. Energy, Capacity and Ancillary Servs. by Pub. Utils., Order No. 697, FERC Stats. & Regs. ¶ 31,252, at P 231 (2007) (“Order No. 697”), clarified, 121 FERC ¶ 61,260 (2007), order on reh’g, Order No. 697- A, FERC Stats. & Regs. ¶ 31,268, clarified, 124 FERC ¶ 61,055, order on reh’g and clarification, Order No. 697-B, FERC Stats. & Regs. ¶ 31,285 (2008), order on reh’g & clarification, Order No. 697-C, FERC Stats. & Regs. ¶ 31,291(2009), order on reh’g * clarification, Order No. 697-D, FERC Stats. & Regs. ¶ 31,305, order on clarification, 131 FERC ¶ 61,021 (2010), aff’d sub nom. Mont. Consumer Council v. FERC, 659 F.3d 910 (9th Cir. 2011), cert denied sub nom. Pub. Citizen, Inc. v. FERC, 133 S. Ct. 26 (2012). 14 See RE Rosamond One LLC, Notice of Self-Certification of EWG Status, Docket No. EG13-23-000 (filed Apr. 3, 2012); RE Rosamond Two LLC, Notice of Self-Certification of EWG Status, Docket No. EG13-24-000 (filed Apr. 3, 2012); Ivanpah Master Holdings, LLC, et al., Docket Nos. EG13-20-000, et al. (Jul 26, 2013) (notice of effectiveness of EWG status). 15 See RE Rosamond One LLC, et al., Application for Market-Based Rate Authority, and Request for Waivers and Authorizations, and Request for Finding of Qualification as Category 1 Sellers, Docket Nos. ER14-41-000, et al. (filed Oct. 4, 2013). 16 See RE Rosamond One LLC, Docket No. QF12-223-001, Form 556 Notice of Self-Certification (filed Oct. 4, 2013); RE Rosamond Two LLC, Docket No. QF12-197-001, Form 556 Notice of Self-Certification (filed Oct. 4, 2013). 17 18 C.F.R. § 292.601(c).

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Section 203 set forth in section 292.601(c) of the Commission’s regulations,18 and therefore are

required to submit this Application.

Rosamond One is wholly owned by RE Rosamond One Holdings LLC. Rosamond Two

is wholly owned by RE Rosamond Two Holdings LLC. Each of RE Rosamond One Holdings

LLC and RE Rosamond Two Holdings LLC is wholly owned by Recurrent Energy Development

Holdings, LLC, whose membership interests are, in turn, wholly owned by Recurrent Energy,

LLC (“Recurrent”). Each of the foregoing entities is a Delaware limited liability company.

All of Recurrent’s regular ownership interests are owned by Sharp US Holding, Inc., a

Delaware corporation.19 Sharp US Holding, Inc. is a wholly-owned subsidiary of Sharp

Corporation (“Sharp”), which is a Japanese multinational corporation that designs and

manufactures consumer electronics and electronic components, including solar cells. No

individual shareholder owns ten percent or more of the voting securities of Sharp. Neither Sharp

nor Sharp US Holding, Inc. is a “public utility” under Section 201(e) of the FPA, and neither

entity controls any generation or transmission facilities in the continental United States other

than the generation and related interconnection facilities indirectly owned by Recurrent.

Through common indirect ownership or control by Recurrent, the Rosamond Entities are

affiliated with entities that own generation facilities in the United States, each of which is

identified in the attached Appendix B.20 In addition to the affiliates described below, the

18 Id. § 292.601(c)(1). 19 See AES Creative, L.P., et al., 129 FERC ¶ 61,239, at P 23 (2009) (defining affiliation in terms of voting securities). 20 Consistent with the conservative approach taken with respect to the competitive analysis in this application, including in Appendix C, Applicants assumed, in preparing Appendix B, that they and their affiliates control the facilities they own. This assumption is not, however, intended to limit the rights of either Applicant or any of their affiliates to demonstrate in other proceedings that the facilities listed on Appendix B are controlled by another entity pursuant to a contractual agreement or other relevant facts, as provided in Order No. 697.

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Rosamond Entities are affiliated with the owners of several QFs located within the CAISO BAA,

which are identified in the attached Appendix B.

1. Affiliated Entities

a. McKenzie Entities

Each of RE McKenzie 1 LLC, RE McKenzie 2 LLC, RE McKenzie 3 LLC, RE

McKenzie 4 LLC, RE McKenzie 5 LLC and RE McKenzie 6 LLC (collectively, the “McKenzie

Entities”) is a Delaware limited liability company that owns a solar generation facility near Galt,

CA, within the Sacramento Municipal Utility District (“SMUD”) BAA. Each of the facilities

owned by the McKenzie Entities consists of an array of photovoltaic modules with 5.0 MW of

capacity (AC) (nameplate) interconnected with the SMUD transmission system. Together the

McKenzie Entities control a total of 30 MW of capacity (AC) (nameplate). All of the output of

these facilities is sold to SMUD pursuant to long-term power purchase agreements (“PPAs”).

b. Bruceville Entities

Each of RE Bruceville 1 LLC, RE Bruceville 2 LLC and RE Bruceville 3 LLC

(“Bruceville Entities”) is a Delaware limited liability company that owns and operates a solar

generation facility near Elk Grove, CA, within the SMUD BAA. Each of these facilities contains

an array of photovoltaic modules with 5.0 MW of AC nameplate capacity interconnected to the

SMUD transmission system. Together the Bruceville Entities control a total of 15 MW of

capacity (AC) (nameplate). All of the output from the facilities owned by the Bruceville Entities

is sold to SMUD pursuant to long-term PPAs.

c. Dillard Entities

Each of RE Dillard 1 LLC, RE Dillard 2 LLC, RE Dillard 3 LLC and RE Dillard 4 LLC

(“Dillard Entities”) is a Delaware limited liability company that owns and operates a solar

generation facility near Sloughhouse, CA, within the SMUD BAA. Each of the RE Dillard 1

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LLC, RE Dillard 2 LLC and RE Dillard 3 LLC facilities contains an array of photovoltaic

modules with 3 MW of capacity (AC) (nameplate) that is interconnected with the SMUD

transmission system. The RE Dillard 4 LLC facility contains an array of photovoltaic modules

with 0.4 MW of capacity (AC) (nameplate) interconnected to the SMUD transmission system.

Together the Dillard Entities control a total of 9.4 MW of capacity (AC) (nameplate). All of the

output from the facilities owned by the Dillard Entities is sold to SMUD pursuant to long-term

PPAs.

d. Kammerer Entities

Each of RE Kammerer 1 LLC, RE Kammerer 2 LLC and RE Kammerer 3 LLC

(“Kammerer Entities”) is a Delaware limited liability corporation that owns and operates a solar

generation facility near Elk Grove, CA, within the SMUD BAA. Each of these facilities contains

an array of photovoltaic modules with 5 MW of capacity (AC) (nameplate) that is interconnected

with the SMUD transmission system. Together the Kammerer Entities control a total of 15 MW

of capacity (AC) (nameplate). All of the output from the facilities owned by the Kammerer

Entities is sold to SMUD pursuant to long-term PPAs.

In addition, Recurrent controls sites in the CAISO market that have the cumulative

potential for approximately 850 MW of generation capacity.

B. SunTap

SunTap Energy (Pearl) is a Delaware limited liability company that was formed for the

purpose of holding membership interests in Gamma II. SunTap Energy (Pearl) is wholly-owned

by KKR Solar Holdings Blocker II LLC (“KKR Solar Holdings II”), a Delaware limited liability

company, and is controlled by KKR Solar Holdings II. Neither SunTap Energy (Pearl) nor KKR

Solar Holdings II is a public utility under Section 201(e) of the FPA, and such entities do not

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control any jurisdictional facilities other than generation that will be indirectly owned and

controlled by Gamma II

KKR Solar Holdings II is wholly-owned by KKR Global Infrastructure Investors L.P.

(“KKR Infrastructure Fund”), an investment fund affiliated with Kohlberg Kravis Roberts & Co.

L.P. (“KKR”), and other investment vehicles affiliated with KKR (collectively, the “KKR

Funds”), and is managed by KKR Infrastructure Fund. KKR Infrastructure Fund is a Cayman

Islands exempted limited partnership that is controlled by its general partner, KKR Associates

Infrastructure L.P., which in turn is controlled by its general partner, KKR Infrastructure

Limited. KKR Infrastructure Limited is wholly-owned by KKR Fund Holdings L.P., whose

general partners are indirectly owned by KKR & Co. L.P., which is controlled by its general

partner, KKR Management LLC. KKR Infrastructure Fund was formed by KKR to pursue

infrastructure investment opportunities globally.

KKR is a leading global investment firm that has invested in energy and infrastructure

projects. The KKR Funds indirectly own 95 percent of the active ownership interests in Gamma

Genco CV LLC, which indirectly owns all of the membership interests in each of the McKenzie

Entities, the Bruceville Entities, the Dillard Entities, and the Kammerer Entities, described

above. Except for the indirect investments in the McKenzie Entities, the Bruceville Entities, the

Dillard Entities, the Kammerer Entities, and the Rosamond Entities, KKR and its affiliates,

including KKR Infrastructure Fund, do not own, control or operate generation or transmission in

any region, other than the indirect interests in Texas Energy Future Holdings Limited Partnership

(“Texas Energy Future”), described below, and do not own or control potential inputs to electric

power generation other than a minority interest in Colonial Pipeline Company (“Colonial”),

described below.

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1. Texas Energy Future

Texas Energy Future, a Delaware limited partnership, indirectly owns Oncor Electric

Utility Company (“Oncor Electric Delivery”) and Luminant Energy Company LLC (“Luminant

Energy”) (formerly known as TXU Portfolio Management Company LP), each a FERC-

jurisdictional public utility, as well as certain other subsidiaries that operate within the Electric

Reliability Council of Texas (“ERCOT”). Texas Energy Future acquired Oncor Electric

Delivery and Luminant Energy in a transaction authorized by the Commission in 2007.21 Texas

Energy Future is controlled by Texas Energy Future Capital Holdings LLC, which is in turn

owned 37.05 percent by investment vehicles affiliated with KKR. The remaining interest in

Texas Energy Future Capital Holdings LLC is owned by investment vehicles affiliated with TPG

Capital, L.P., the Goldman Sachs Group, Inc. and certain other financial institutions.22

Oncor Electric Delivery, a Texas corporation, is an electric transmission and distribution

utility that delivers power pursuant to cost-based rates approved by the Public Utility

Commission of Texas (“PUCT”) and operates transmission and distribution lines within the

ERCOT region of Texas. Oncor Electric Delivery provides open access wholesale

interconnection and transmission service under tariffs on file with the Commission for certain

transactions that are subject to the jurisdiction of the Commission under Sections 210, 211 and

212 of the FPA.23

21 Oncor Electric Delivery Company, et al., 120 FERC ¶ 61,215 (2007). 22 See Oncor Electric Delivery Company, et al., Compliance Filing, Docket No. EC07-87-000 (filed Sept. 6,2007). 23 Specifically, Oncor Electric Delivery provides transmission service (i) under its Tariff for Transmission Service To, From and Over Certain Interconnections, FERC Electric Tariff, Ninth Revised Volume No. 1, (ii) under its Tariff for Transmission Service for Tex-La Electric Cooperative of Texas, Inc., FERC Electric Tariff, Fourth Revised Volume No. 2; and (iii) under its ERCOT Standard Generation Interconnection Agreement [Kiowa Power Partners, LLC], FERC Electric Tariff; First Revised Volume No. 3. Revised versions of these three tariffs were accepted for filing by the Commission. TXU Electric Delivery Company, Docket No. ER04-957-000 (July 23, 2004) (unpublished letter order).

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Luminant Energy, a Texas limited partnership, sells wholesale power primarily in the

ERCOT competitive market, and also sells wholesale power at market-based rates outside of

ERCOT pursuant to its Sixth Revised Rate Schedule. FERC No. 1, which was accepted for filing

by the Commission.24 Luminant Energy’s wholesale power sales inside ERCOT (which

constitute the great majority of its sales) are not subject to FERC jurisdiction and instead are

subject to the exclusive jurisdiction of the PUCT. Luminant Energy does not have any long-term

power purchase positions, tolling-type arrangements, or energy management agreements in

markets outside of ERCOT through which Luminant Energy controls generation capacity.

2. Colonial

KKR and its affiliates indirectly own a 23.44 percent interest in Colonial, which was

acquired in partnership with the National Pension Service of Korea. The Colonial pipeline

system delivers liquid petroleum products (gasoline, diesel fuel, home heating oil, jet fuel and

fuels for the U.S. military) running from supply centers in the Gulf Coast to customers located

along the Eastern seaboard of the United States.

C. Gran Torino Solar SW

Gran Torino Solar SW is a Delaware limited liability company that is a direct and

wholly-owned subsidiary of Everlasting Resources, LLC (“Everlasting”), a Delaware limited

liability company. Everlasting is a direct and wholly-owned subsidiary of Google Inc.

(“Google”), a Delaware corporation. Gran Torino Solar SW does not own, control or operate

generation or transmission in any region, other than the passive investment interest described

herein, and it is not affiliated with entities that own or control transmission facilities or potential

inputs to electric power production.

24 TXU Portfolio Management Company LP, Docket Nos. ER06-1515-000, et al., (Nov. 15, 2006) (unpublished letter order). The authorization to sell at market-based rates was issued originally in Docket No. ER99-3333-005. See Enserch Energy Services, Inc., 82 FERC 61,066 (1998).

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Gran Torino Solar SW is affiliated with Google Energy LLC (“Google Energy”), a

Delaware limited liability company and wholly-owned subsidiary of Google. Google Energy is a

power marketer that has been authorized to sell energy, capacity and ancillary services at

wholesale and market-based rates.25 Pursuant to long-term power purchase agreements, Google

Energy controls the output of two generation facilities, one (114 MW) located in the

Midcontinent Independent System Operator BAA, and the other (100.8 MW) located in the

Southwest Power Pool BAA.26

Gran Torino Solar SW also is affiliated with Danke Schoen Project LLC (“Danke

Schoen”), a Delaware limited liability company and wholly-owned subsidiary of Google. Danke

Schoen has a minority (28.0810%), indirect upstream ownership interest in three project

companies that own the facilities (Ivanpah I, Ivanpah II and Ivanpah III) comprising the

approximately 395 MW total Ivanpah Solar Electric Generating System currently under

development and located in the CAISO BAA (the “Ivanpah Project”). Each of the three Ivanpah

project companies is an EWG27 with market-based rate authority.28 All of the power produced

by the Ivanpah Project will be sold under long-term power purchase agreements with the

Southern California Edison Company and the Pacific Gas and Electric Company.

25 See Google Energy, LLC, 130 FERC ¶ 61,107 (2010). 26 See Google Energy, LLC, Notice of Change in Status, Docket No. ER10-2835-002 (filed Aug. 9, 2013). 27 See Solar Partners I, LLC, Notice of Self-Certification of EWG Status, Docket No. EG10-54-000 (filed Oct. 1, 2010) (certifying EWG Status of Ivanpah I); Solar Partners II, LLC, Notice of Self-Certification of EWG Status, Docket No. EG10-55-000 (filed Oct. 1, 2010) (certifying EWG status of Ivanpah II); Solar Partners VIII, LLC, Notice of Self-Certification of EWG Status, Docket No. EG10-56-000 (filed Oct. 1, 2010) (certifying EWG status of Ivanpah III); see also Eagle Creek Hydro Power, LLC, et al., Notice of Effectiveness of EWG Status, Docket Nos. EG10-48-000, et al. (Oct. 1, 2010) (unpublished letter order acknowledging EWG status of each of the three Ivanpah facilities). 28 See Solar Partners II, LLC, Docket No. ER13-2020-000 (Aug. 26, 2013) (unpublished letter order granting market-based rate authority to Ivanpah II facility); Solar Partners VIII, LLC, et al., Docket Nos. ER13-2050-000, et al. (Sept. 10, 2013) (unpublished letter order granting market-based rate authority to Ivanpah I and Ivanpah III facilities). 12

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In addition to this Transaction, Google, through its subsidiaries, also has made eight other

passive, non-managing investments in other renewable generation projects in the United States.29

Each of these investments is pursuant to a passive ownership arrangement whereby a subsidiary

of Google holds certain non-jurisdictional interests in the facility, but does not directly or

indirectly make or manage any sale of power or transmission service associated with the facility.

In each case, the owner-manager, and not a Google affiliate, has complete control over the

management, operation, and maintenance of the facility.

IV. DESCRIPTION OF THE TRANSACTION

In the Transaction, all of the membership interests in the Applicants will be transferred to

Gamma II at closing. Gamma II also will acquire four other QF projects currently owned by

Recurrent that are expected to achieve commercial operation prior to or soon after closing: RE

Victor Phelan Solar One LLC (17.5 MW) (“Victor Phelan”), RE Rio Grande, LLC (5 MW)

(“Rio Grande”), RE Columbia 3 LLC (10 MW) (“Columbia 3”) and RE Gillespie (15 MW)

(“Gillespie). Victor Phelan, Rio Grande, and Columbia 3 will be located within the CAISO

BAA. Gillespie will be located in the Arizona Public Service Company BAA. Section 203

approval is not requested or required for the disposition of membership interests in any of Victor

Phelan, Rio Grande, Columbia 3, or Gillespie because none of these QF projects will have a

generating capacity that exceeds 30 MW.30 Accordingly, each of Victor Phelan, Rio Grande,

29 Seven of these investments and the Commission’s action to accept their passive status are described in a supplement to Google Energy’s August 9, 2013 notice of change in status. See Google Energy LLC, Supplement to Notice of Change of Status, Docket No. ER10-2835-002 (filed Oct. 1, 2013). Subsequent to this filing, on October 10, 2013, an indirect subsidiary of Google entered a new passive, tax-equity investment in the Mount Signal Solar, a 265.7 MW facility currently under construction. The project is expected to be operational in 2014 and will sell its output to the San Diego Gas & Electric Company under a long-term power purchase agreement. 30 In addition, since the capacity of these QF projects, as calculated in accordance with 18 C.F.R. § 292. 204, will not exceed 20 MW, their owners will not be required to obtain market-based rate authorization.

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Columbia 3, and Gillespie will qualify for the exemption for QFs from Section 203 of the FPA,

as set forth in Section 292.601(c) of the Commission’s regulations.31

As a result of the Transaction, the entities acquired by Gamma II will no longer be

affiliated with Recurrent or any of its affiliates, except for the QFs owned by Gamma Genco CV

LLC (i.e., the McKenzie Entities, the Bruceville Entities, the Dillard Entities, and the Kammerer

Entities).

V. THE TRANSACTION IS CONSISTENT WITH THE PUBLIC INTEREST

Under Section 203(a) of the FPA, as amended by the Energy Policy Act of 2005, the

Commission shall approve a proposed transaction if it finds that the transaction will be

“consistent with the public interest, and will not result in cross-subsidization of a non-utility

associate company or the pledge or encumbrance of utility assets for the benefit of an associate

company . . . .”32 In evaluating the effects of a jurisdictional transaction on the public interest,

the Commission relies upon the analysis set forth in the Merger Policy Statement33 and Order

No. 642.34 Accordingly, the Commission generally considers the following three factors in

analyzing whether a proposed transaction is consistent with the public interest: (1) the effect on

competition; (2) the effect on rates; and (3) the effect on regulation. As demonstrated below, the

Transaction is consistent with the public interest and will not result in cross-subsidization of a

non-utility associate company or the pledge or encumbrance of utility assets for the benefit of an

associate company.

31 See 18 C.F.R. § 292.601(c). 32 16 U.S.C. § 824b(a)(4) (2006). 33 FERC Stats. & Regs., Regs. Preambles ¶ 31,044. 34 Revised Filing Requirements Under Part 33 of the Commission's Regulations, Order No. 642, FERC Stats. & Regs., Regs. Preambles ¶ 31,111 at 31,879 (2000) (“Order No. 642”), on reh’g, Order No. 642-A, 94 FERC ¶ 61,289 (2001) (codified at 18 C.F.R. § 33.2(g)).

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A. The Transaction Will Have No Adverse Effect on Competition

The Transaction raises neither horizontal nor vertical market power concerns in the

relevant market. Accordingly, the Transaction will have no adverse effect on competition in the

CAISO BAA, which is the relevant market.

1. The Transaction Does Not Raise Horizontal Market Power Concerns

Section 33.3(a)(1) of the Commission’s regulations requires the filing of a horizontal

competitive screen analysis in order to determine whether a proposed transaction will have an

adverse effect on competition.35 Section 33.3(a)(2)(i) of the Commission’s regulations provides

that such a filing is not required if the applicant “[a]ffirmatively demonstrates that the merging

entities do not currently conduct business in the same geographic markets or that the extent of

the business transactions within the same geographic markets is de minimis[.]”36

The Transaction meets the standard under Section 33.3(a)(2)(i) of the Commission’s

regulations. Other than KKR’s current indirect ownership of 95% of the membership interests in

Gamma Genco CV LLC, and Gran Torino Solar SW’s affiliation with a Google subsidiary that

holds an indirect upstream minority interest in the Ivanpah Project, none of SunTap Energy

(Pearl), Gran Torino Solar SW, or any of their affiliates owns (other than passive, non-

controlling interests) or controls any generating capacity in or adjacent to the CAISO market.

Under a conservative approach that ignores the control transferred to purchasers under effective

PPAs, the combined generating capacity owned and controlled by the Rosamond Entities and

their affiliates in the CAISO BAA is approximately 79 MW.37 The Rosamond Entities also are

35 18 C.F.R. § 33.3(a)(1). 36 Id. § 33.3(a)(2)(i). 37 See list of CAISO affiliates set forth in Appendix B-1.

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affiliated with 84 MW of imported power located within the SMUD BAA.38 Accordingly, the

Rosamond Entities’ affiliated capacity represents less than one percent of uncommitted

generating capacity located in the CAISO BAA.39

As a result of the Transaction, the combined generating capacity owned and controlled by

the Rosamond Entities and their affiliates in the CAISO BAA will be approximately 72.5 MW.

The Rosamond Entities will continue to be affiliated with 84 MW of imported power located in

the SMUD BAA. Accordingly, the Rosamond Entities’ post-Transaction affiliated capacity will

continue to represent less than one percent of uncommitted generating capacity located in the

CAISO BAA. This constitutes a de minimis share of generation in the relevant market, such that

the Commission can determine that the Transaction would not raise any horizontal market power

issues without a competitive screen analysis.

2. The Transaction Does Not Raise Any Vertical Market Power Concerns

Section 33.4(a)(1) of the Commission’s regulations requires the filing of a vertical

competitive screen analysis in order to determine whether a proposed transaction will have an

adverse effect on competition.40 However, Section 33.4(a)(2) of the Commission’s regulations

provides that a vertical competitive analysis need not be filed if the applicants affirmatively

demonstrate that they do not currently provide electricity products and inputs to electricity

38 See list of SMUD affiliates set forth in Appendix B-1. 39 The CAISO BAA has approximately 64,080 MW of installed generating capacity, of which a maximum of approximately 25,900 MW is uncommitted. See Agua Caliente Solar, LLC, Notice of Change in Status, Docket No. ER12-21-004, Affidavit of Rodney Frame, Attachment 4 (filed Dec. 7, 2012); Agua Caliente Solar, LLC, Docket No. ER12-21-004 (Feb. 6, 2013) (unpublished letter order). 40 18 C.F.R. § 33.4(a)(1).

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products in the same geographic markets or that the extent of their business transactions in the

same geographic markets is de minimis.41

None of Applicants, SunTap Energy (Pearl), Gran Torino, or any of their affiliates,

directly or indirectly, own or control transmission facilities in or adjacent to the CAISO market

other than the limited interconnection facilities necessary to connect the generation facilities

described herein to the transmission grid. Moreover, except for Applicants’ affiliation with the

Colonial pipeline and sites for generation development described above, none of Applicants,

SunTap Energy (Pearl), Gran Torino, or any of their affiliates, directly or indirectly, own or

control inputs to electric power production. Sites for generation development acquired by

Applicant’s affiliates are reported to the Commission in accordance with the Order No. 697-C

reporting requirements. Under the Commission’s rebuttable presumption, Applicants’ affiliation

with sites for generation development does not allow either Applicant to raise barriers to entry.

Therefore, the Commission should conclude that the Transaction raises no vertical market power

concerns.

B. The Transaction Will Not Have an Adverse Effect on Rates

In assessing the effect that a proposed jurisdictional transaction could have on rates, the

Commission’s primary concern is “the protection of wholesale ratepayers and transmission

customers.”42 In the Merger Policy Statement, the Commission made clear that its concern with

the effect of a proposed transaction on rates is to protect ratepayers from rate increases resulting

from a proposed disposition of jurisdictional assets.43

41 Id. § 33.4 (a)(2). 42 New England Power Co., et al., 82 FERC ¶ 61,179, at 61,659, order on reh’g, 83 FERC ¶ 61,275 (1998). 43 See Merger Policy Statement, FERC Stats. & Regs. ¶ 31,044 at 30,123.

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The Transaction will not have an adverse effect on any wholesale rates for electric power.

The Rosamond Entities will continue to make sales of electric energy pursuant to their market-

based rate authorization. The Commission has established that market-based wholesale power

sales do not raise concerns about a transaction’s possible adverse effect on rates.44 The

Transaction does not involve transmission rates or transmission customers. As a result, the

Transaction will have no adverse effect on any rates for jurisdictional services.

C. The Transaction Will Not Have an Adverse Effect on Regulation

The Transaction will not impair the ability of the Commission or any state regulatory

authority to regulate the Rosamond Entities or any of their affiliates. After the Transaction is

consummated, the Commission will be able to exercise the same jurisdiction that it currently

exercises over the Rosamond Entities and their facilities. The Transaction will have no effect on

state commission regulation, and other approvals, if necessary, required by the Transaction from

other regulatory bodies will be obtained promptly. Therefore, the Transaction will not have an

adverse effect on regulation.

D. The Transaction Will Not Result in Any Cross-Subsidization

Under Section 203(a)(4) of the FPA45 and Section 2.26(f) of its regulations,46 the

Commission considers whether a Transaction will result in a cross-subsidization of a non-utility

associate company by a utility company, or in a pledge or encumbrance of utility assets for the

benefit of an associate company. The Transaction does not pose a risk of cross-subsidization and

does not pledge or otherwise encumber utility assets. In the 203 Supplemental Policy Statement,

the Commission stated that it will recognize three classes of transactions that are unlikely to raise

44 See, e.g., NorAm Energy Servs., Inc., 80 FERC ¶ 61,120, at 61,382-83 (1997). 45 16 U.S.C. § 824b(a)(4) (2006). 46 18 C.F.R. § 2.26(f).

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the cross-subsidization concerns described in the Order No. 669 rulemaking proceeding.47 The

first such class involved “transactions where the applicant shows that a franchised public utility

with captive customers is not involved. If no captive customers are involved, then there is no

potential for harm to customers. Therefore, compliance with Exhibit M could be a showing that

no franchised public utility with captive customers is involved in the transactions.”48

As explained above and in Exhibit M, the Transaction does not involve a franchised

public utility with captive customers. Therefore, based on facts and circumstances known to

Applicants or that are reasonably foreseeable as of the date of this Application, the Transaction

will not result in, at the time of the Transaction or in the future, cross-subsidization of a non-

utility associate company or the pledge or encumbrance of utility assets for the benefit of an

associate company.

VI. INFORMATION REQUIRED BY PART 33 OF THE COMMISSION’S REGULATIONS

Applicants submit the following information pursuant to Part 33 of the Commission’s

regulations. Applicants have provided all information necessary to determine that the

Transaction is consistent with the public interest, as required under Section 203 of the FPA.

However, because certain information is not relevant to the Commission’s consideration of

whether the Transaction is consistent with the public interest, Applicants request that the

Commission waive certain of the filing requirements in Part 33 of its regulations, as discussed

below.

Subject to the foregoing, Applicants provide the following information pursuant to part

33 of the Commission’s regulations:

47 203 Supplemental Policy Statement, FERC Stats. & Regs. ¶ 31,253 at P 16. 48 Id. at P 17 (footnote omitted).

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A. Section 33.2(a): Names and principal business offices of the Applicants

1. RE Rosamond One LLC c/o Recurrent Energy, LLC 300 California Street, 7th Floor San Francisco, CA 94104 Phone: (415) 675-1500 Fax: (415) 675-1501

2. RE Rosamond Two LLC c/o Recurrent Energy, LLC 300 California Street, 7th Floor San Francisco, CA 94104 Phone: (415) 675-1500 Fax: (415) 675-1501

B. Section 33.2(b): Names, addresses, phone numbers, and e-mail addresses of persons authorized to receive notice and communications regarding this Application.

Judith A. Hall* Adam Wenner* Chief Legal Officer Cory Lankford* Recurrent Energy, LLC Orrick, Herrington & Sutcliffe LLP 300 California Street, 7th Floor 1152 15th Street, N.W. San Francisco, CA 94104 Washington, D.C. 20005 Phone: (415) 675-1500 Tel: (202) 339-8400 Fax: (415) 675-1501 [email protected] [email protected] [email protected]

Persons noted with an asterisk (*) are designated for service and should be included on

the official service list in this proceeding. Applicants request waiver of Rule 203(b)(3),49 so that

a copy of any communications in the proceeding referenced above may be served on all persons

listed above.

49 18 C.F.R. § 385.203(b)(3).

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C. Section 33.2(c): Description of Applicants

1. Business Activities of Applicants

The business activities of the Applicants are described in Section III above. Therefore,

Applicants request waiver of the requirement to file Exhibit A.

2. List of All Energy Subsidiaries and Affiliates

Information regarding the energy subsidiaries and affiliates of Applicants is described

above and provided in Exhibit B.

3. Organization Charts Depicting Current and Proposed Structures

Applicants provide in Exhibits C-1 and C-2 organizational charts depicting the pre- and

post-Transaction ownership of each Applicant.

4. Description of All Joint Ventures, Strategic Alliances, Tolling Arrangements, or Other Business Arrangements

The Transaction will not have any effect on joint ventures, strategic alliances or other

business arrangements of Applicants or their parent companies, energy subsidiaries or energy

affiliates, separate from the Transaction. Therefore, Applicants request waiver of the

requirement to file Exhibit D.

5. Identity of Common Officers and Directors

The Transaction will not affect Applicants’ officer or director positions and will not

create any new jurisdictional interlocks. There are no common officers or directors between the

Applicants and Gamma II. Therefore, Applicants request waiver of the requirements to file

Exhibit E.

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6. Description and Location of Wholesale Power Sales Customers and Unbundled Transmission Service Customers

General information concerning Applicants’ business activities is included in Section III

of this Application. Applicants request waiver of the Section 33.2(c)(6) requirement to file

Exhibit F and to provide any additional information including the wholesale power customers of

their public utilities affiliates because that information is not necessary or relevant to evaluating

the Transaction and would be unduly burdensome to provide.

D. Section 33.2(d): Description of the jurisdictional facilities owned, operated, or controlled by Applicants

The jurisdictional facilities owned by the Rosamond Entities consist of their market-

based rate schedules, interconnection facilities which will be used for the transmission of

electric energy in interstate commerce, and books and records associated with the sale of electric

energy for resale in interstate commerce.

E. Section 33.2(e): Narrative description of the Transaction

A description of the Transaction that satisfies the requirements of Section 33.2(e) is

provided in Section IV of this Application. Therefore, Applicants request waiver of the

requirement to file Exhibit H.

F. Section 33.2(f): Contracts related to the Transaction

Contracts related to the Transaction are attached hereto as Exhibit I-1 and Exhibit I-2.

For the reasons explained above in Section II, Applicants request confidential treatment of the

documents provided in Exhibit I-1 and Exhibit I-2.

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G. Section 33.2(g): Statement explaining the facts relied upon to demonstrate that the Transaction is consistent with the public interest

A statement regarding the consistency of the Transaction with the public interest is

provided in Section V.B. of this Application. Therefore, Applicants request waiver of the

requirement to file Exhibit J.

H. Section 33.2(h): Map of physical property

The Transaction does not involve a merger or other combination of jurisdictional

facilities, and a map would not provide the Commission with information relevant to the

Transaction. Therefore, Applicants request waiver of the requirement to file Exhibit K.

I. Section 33.2(i): Status of actions before other regulatory bodies

No approvals by other regulatory bodies are required to consummate the Transaction. To

the extent otherwise deemed necessary, Applicants request waiver of the requirement to provide

this information in Exhibit L.

J. Section 33.2(j): Cross-subsidization, pledge, or encumbrance

As explained in Section VI of this Application, the Transaction does not involve a

traditional public utility associate company that has captive customers or that owns or provides

transmission service over jurisdictional transmission facilities. As a result, there is no issue with

respect to cross-subsidization. Statements supporting the fact that the Transaction will not result

in cross-subsidization of a non-utility associate company or pledge or encumbrance of utility

assets for the benefit of an associate company are provided in Exhibit M.

K. Section 33.3: Additional information requirements for applications involving horizontal competitive impacts

The Commission’s regulations concerning additional information requirements for

applications involving horizontal competitive impacts apply solely to transactions that will result

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in a single corporate entity obtaining ownership or control over the generating facilities of

previously unaffiliated merging entities.50 The Transaction will not result in such ownership or

control. Consequently, these Commission regulations do not apply to the Application.

L. Section 33.4: Additional information requirements for applications involving vertical competitive impacts

The Commission’s regulations concerning additional information requirements for

applications involving vertical competitive impacts apply solely to transactions that will result in

a single corporate entity having ownership or control over one or more merging entities that

provide inputs to electricity products and one or more merging entities that provide electric

generation products.51 The Transaction will not result in such ownership or control.

Consequently, these Commission regulations do not apply to the Application.

M. Section 33.5: Accounting entries

Applicants are not required to maintain their books of accounts in accordance with the

Commission’s Uniform System of Accounts in Part 101 of the Commission’s regulations.

Therefore, Applicants request waiver of the requirement to submit proposed accounting entries.

N. Section 33.7: Verifications

Signed verifications by authorized representatives of each Applicant are included as

Attachment 1 to this Application.

VII. CONCLUSION

WHEREFORE, for the reasons stated above, Applicants request that the Commission

issue an order under Section 203 of the FPA authorizing the Transaction. Applicants further

request that the Commission consider this Application on an expedited basis, establish a 21-day

50 18 C.F.R. § 33.3(a)(1). 51 Id. § 33.4(a)(1).

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comment period, and issue an order authorizing the Transaction no later than December 17,

2013. Applicants also request that the Commission grant the request for confidential treatment

of Exhibit I and any necessary waivers of the Commission’s regulations as described herein.

Respectfully submitted,

/s/ Adam Wenner______Adam Wenner Cory Lankford Orrick, Herrington & Sutcliffe LLP 1152 15th St, N.W. Washington, D.C. 20005 Tel: (202) 339-8515 Fax: (202) 339-8500 [email protected] [email protected]

Counsel for RE Rosamond One LLC and RE Rosamond Two LLC

November 1, 2013

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EXHIBITS A, D, E, F, G, H, J, K, and L

Applicants have requested waiver of the requirement to file these exhibits

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EXHIBIT B-1

Affiliates of RE Rosamond One LLC and RE Rosamond Two LLC

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Recurrent Energy, LLC

Market-Based Rate Authority and Generation Assets

Location Filing Entity Docket # Nameplate Date and its Energy where MBR Generation In-service and/or Owned By Controlled By Control Balancing Geographic Affiliates authority Name Date Seasonal Transferred Authority Region (per granted Rating Area Appendix D)

RE Rosamond ER14-41-000 RE Rosamond RE Rosamond RE Rosamond N/A CAISO Southwest Target COD 20 MW One LLC (pending) One LLC One Holdings One Holdings 12/6/13 (nameplate) LLC LLC

RE Rosamond ER14-42-000 RE Rosamond RE Rosamond RE Rosamond N/A CAISO Southwest Target COD 20 MW Two LLC (pending) Two LLC Two Holdings Two Holdings 12/6/13 (nameplate) LLC LLC

RE McKenzie 1 ER12-1911- RE McKenzie RE McKenzie RE McKenzie N/A SMUD Southwest 12/31/12 5.0 MW LLC 000 1 LLC Holdings LLC Holdings LLC (nameplate)

RE McKenzie 2 ER12-1912- RE McKenzie RE McKenzie RE McKenzie N/A SMUD Southwest 12/31/12 5.0 MW LLC 000 2 LLC Holdings LLC Holdings LLC (nameplate)

RE McKenzie 3 ER12-1913- RE McKenzie RE McKenzie RE McKenzie N/A SMUD Southwest 12/6/12 5.0 MW LLC 000 3 LLC Holdings LLC Holdings LLC (nameplate)

RE McKenzie 4 ER12-1915- RE McKenzie RE McKenzie RE McKenzie N/A SMUD Southwest 12/6/12 5.0 MW LLC 000 4 LLC Holdings LLC Holdings LLC (nameplate)

RE McKenzie 5 ER12-1916- RE McKenzie RE McKenzie RE McKenzie N/A SMUD Southwest 12/31/12 5.0 MW LLC 000 5 LLC Holdings LLC Holdings LLC (nameplate)

RE McKenzie 6 ER12-1917- RE McKenzie RE McKenzie RE McKenzie N/A SMUD Southwest 12/31/12 5.0 MW LLC 000 6 LLC Holdings LLC Holdings LLC (nameplate)

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Recurrent Energy, LLC

Market-Based Rate Authority and Generation Assets

Location Filing Entity Docket # Nameplate Date and its Energy where MBR Generation In-service and/or Owned By Controlled By Control Balancing Geographic Affiliates authority Name Date Seasonal Transferred Authority Region (per granted Rating Area Appendix D)

RE Bruceville 1 N/A RE Bruceville RE Bruceville RE Bruceville N/A SMUD Southwest 1/01/12 5.0 MW LLC 1 LLC Holdings LLC Holdings LLC (nameplate)

RE Bruceville 2 N/A RE Bruceville RE Bruceville RE Bruceville N/A SMUD Southwest 2/25/12 5.0 MW LLC 2 LLC Holdings LLC Holdings LLC (nameplate)

RE Bruceville 3 N/A RE Bruceville RE Bruceville RE Bruceville N/A SMUD Southwest 2/25/12 5.0 MW LLC 3 LLC Holdings LLC Holdings LLC (nameplate)

RE Dillard 1 N/A RE Dillard 1 RE Dillard RE Dillard N/A SMUD Southwest 1/1/12 3.0 MW LLC LLC Holdings LLC Holdings LLC (nameplate)

RE Dillard 2 N/A RE Dillard 2 RE Dillard RE Dillard N/A SMUD Southwest 1/1/12 3.0 MW LLC LLC Holdings LLC Holdings LLC (nameplate)

RE Dillard 3 N/A RE Dillard 3 RE Dillard RE Dillard N/A SMUD Southwest 1/1/12 3.0 MW LLC LLC Holdings LLC Holdings LLC (nameplate)

RE Dillard 4 N/A RE Dillard 4 RE Dillard RE Dillard N/A SMUD Southwest 1/1/12 0.4 MW LLC LLC Holdings LLC Holdings LLC (nameplate)

RE Kammerer 1 N/A RE Kammerer RE Kammerer RE Kammerer N/A SMUD Southwest 1/01/12 5.0 MW LLC 1 LLC Holdings LLC Holdings LLC (nameplate)

RE Kammerer 2 N/A RE Kammerer RE Kammerer RE Kammerer N/A SMUD Southwest 2/25/12 5.0 MW LLC 2 LLC Holdings LLC Holdings LLC (nameplate)

RE Kammerer 3 N/A RE Kammerer RE Kammerer RE Kammerer N/A SMUD Southwest 2/25/12 5.0 MW LLC 3 LLC Holdings LLC Holdings LLC (nameplate)

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Recurrent Energy, LLC

Market-Based Rate Authority and Generation Assets

Location Filing Entity Docket # Nameplate Date and its Energy where MBR Generation In-service and/or Owned By Controlled By Control Balancing Geographic Affiliates authority Name Date Seasonal Transferred Authority Region (per granted Rating Area Appendix D)

RE Cranbury N/A RE Cranbury RE Cranbury RE Cranbury N/A PJM Northeast 1/31/2012 5.0 MW Solar 1, LLC Solar 1, LLC Holdings LLC Holdings LLC (nameplate)

RE-PRI, LLC N/A RE-PRI, LLC RE Blocker RE Blocker N/A CAISO Southwest 3/31/09 0.2 MW LLC LLC (nameplate)

RE-VFO, LLC N/A RE-VFO, LLC RE Blocker RE Blocker N/A CAISO Southwest 4/30/09 1.0 MW LLC LLC (nameplate)

RE-SDS, LLC N/A RE-SD, LLC RE Blocker RE Blocker N/A CAISO Southwest 3/28/09 0.4 MW LLC LLC (nameplate)

RE Mohican, N/A RE Mohican, RE Holdco CK RE Holdco CK N/A CAISO Southwest 9/1/10 1 MW LLC LLC 1 LLC 1 LLC (nameplate)

RE Santa Clara N/A RE Santa REK Holdings REK Holdings N/A CAISO Southwest 11/18/10 0.8 MW LLC Clara LLC LLC LLC (nameplate)

RE Lancaster N/A RE Lancaster RE Holdco CK RE Holdco CK N/A CAISO Southwest 12/31/10 0.8 MW LLC LLC 1 1 (nameplate)

RE La Mesa N/A RE La Mesa REK Holdings REK Holdings N/A CAISO Southwest 3/15/11 0.8 MW LLC LLC LLC LLC (nameplate)

RE Vallejo LLC N/A RE Vallejo RE Holdco CK RE Holdco CK N/A CAISO Southwest 3/22/11 0.3 MW LLC 1 1 (nameplate)

RE Vallejo 2 N/A RE Vallejo 2 REK Holdings REK Holdings N/A CAISO Southwest 3/22/11 0.7 MW LLC LLC LLC LLC (nameplate)

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Recurrent Energy, LLC

Market-Based Rate Authority and Generation Assets

Location Filing Entity Docket # Nameplate Date and its Energy where MBR Generation In-service and/or Owned By Controlled By Control Balancing Geographic Affiliates authority Name Date Seasonal Transferred Authority Region (per granted Rating Area Appendix D)

RE Victor N/A RE Victor Recurrent Recurrent N/A CAISO Southwest Target COD 17.5 MW Phelan Solar One Phelan Solar Energy Energy 11/15/13 (nameplate) LLC One LLC Development Development Holdings, LLC Holdings, LLC

RE Rio Grande, N/A RE Rio RE Rio Grande RE Rio Grande N/A CAISO Southwest Target COD 5 MW LLC Grande, LLC Holdings LLC Holdings LLC 11/20/13 (nameplate)

RE Columbia 3 N/A RE Columbia RE Columbia RE Columbia N/A CAISO Southwest Target COD 10 MW LLC 3 LLC 3 Holdings 3 Holdings 11/22/13 (nameplate) LLC LLC

RE Gillespie 1 N/A RE Gillespie 1 RE Gillespie RE Gillespie N/A APS Southwest Target COD 15 MW LLC LLC Holdings LLC Holdings LLC 12/31/13 (nameplate)

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Recurrent Energy, LLC

Electric Transmission Assets and/or Natural Gas Intrastate Pipelines and/or Gas Storage Facilities

Location Filing Entity and its Energy Asset Name Date Control Owned By Controlled By Geographic Size Affiliates and Use Transferred Balancing Region (per Authority Area Appendix D)

N/A N/A N/A N/A N/A N/A N/A N/A

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EXHIBIT B-2

Affiliates of KKR Global Infrastructure Investors L.P.

1. The McKenzie Entities

Each of RE McKenzie 1 LLC, RE McKenzie 2 LLC, RE McKenzie 3 LLC, RE McKenzie 4 LLC, RE McKenzie 5 LLC and RE McKenzie 6 LLC (collectively, the “McKenzie Entities”) is a Delaware limited liability company that owns and operates a solar generation facility near Galt, CA, within the Sacramento Municipal Utility District (“SMUD”) BAA. Each of the facilities owned and operated by the McKenzie Entities consists of an array of photovoltaic modules with 5.0 MW of AC nameplate capacity interconnected with the SMUD transmission system. Together the McKenzie Entities control a total of 30 MW of AC nameplate capacity. All of the output of these facilities is sold to SMUD pursuant to long-term PPAs.

2. The Bruceville Entities

Each of RE Bruceville 1 LLC, RE Bruceville 2 LLC and RE Bruceville 3 LLC (“Bruceville Entities”) is a Delaware limited liability company that owns and operates a solar generation facility near Elk Grove, CA, within the SMUD BAA. Each of these facilities contains an array of photovoltaic modules with 5.0 MW of AC nameplate capacity interconnected to the SMUD transmission system. Together the Bruceville Entities control a total of 15 MW of capacity (AC) (nameplate). All of the output from the facilities owned by the Bruceville Entities is sold to SMUD pursuant to long-term PPAs.

3. The Dillard Entities

Each of RE Dillard 1 LLC, RE Dillard 2 LLC, RE Dillard 3 LLC and RE Dillard 4 LLC (“Dillard Entities”) is a Delaware limited liability company that owns and operates a solar generation facility near Sloughhouse, CA, within the SMUD BAA. Each of the RE Dillard 1 LLC, RE Dillard 2 LLC and RE Dillard 3 LLC facilities contains an array of photovoltaic modules with 3 MW of capacity (AC) (nameplate) that is interconnected with the SMUD transmission system. The RE Dillard 4 LLC facility contains an array of photovoltaic modules with 0.4 MW of capacity (AC) (nameplate) interconnected to the SMUD transmission system. Together the Dillard Entities control a total of 9.4 MW of capacity (AC) (nameplate). All of the output from the facilities owned by the Dillard Entities is sold to SMUD pursuant to long-term PPAs.

4. The Kammerer Entities

Each of RE Kammerer 1 LLC, RE Kammerer 2 LLC and RE Kammerer 3 LLC (“Kammerer Entities”) is a Delaware limited liability corporation that owns and operates a solar generation facility near Elk Grove, CA, within the SMUD BAA. Each of these facilities contains an array of photovoltaic modules with 5 MW of capacity (AC) (nameplate) that is interconnected with the SMUD transmission system. Together the Kammerer Entities control a total of 15 MW

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of capacity (AC) (nameplate). All of the output from the facilities owned by the Kammerer Entities is sold to SMUD pursuant to long-term PPAs.

5. Texas Energy Future

Texas Energy Future Holdings Limited Partnership (“Texas Energy Future”), a Delaware limited partnership, indirectly owns Oncor Electric Utility Company (“Oncor Electric Delivery”) and Luminant Energy Company LLC (“Luminant Energy”) (formerly known as TXU Portfolio Management Company LP), each a FERC-jurisdictional public utility, as well as certain other subsidiaries that operate within the Electric Reliability Council of Texas (“ERCOT”). Oncor Electric Delivery, a Texas corporation, is an electric transmission and distribution utility that delivers power pursuant to cost-based rates approved by the Public Utility Commission of Texas (“PUCT”) and operates transmission and distribution lines within the ERCOT region of Texas. Luminant Energy, a Texas limited partnership, sells wholesale power primarily in the ERCOT competitive market, and also sells wholesale power at market-based rates outside of ERCOT pursuant to its Sixth Revised Rate Schedule. FERC No. 1.

6. Colonial

KKR and its affiliates indirectly own a 23.44 percent interest in Colonial Pipeline Company (“Colonial”), which was acquired in partnership with the National Pension Service of Korea. The Colonial pipeline system delivers liquid petroleum products (gasoline, diesel fuel, home heating oil, jet fuel and fuels for the U.S. military) running from supply centers in the Gulf Coast to customers located along the Eastern seaboard of the United States.

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EXHIBIT B-3

Affiliates of Gran Torino Solar SW

Gran Torino Solar SW, a Delaware limited liability company, does not own or control and is not affiliated with any generation facilities, except as described below, and does not own or control and is not affiliated with any transmission facilities or inputs to electric power production.

Gran Torino Solar SW is affiliated with Google Energy LLC (“Google Energy”), a Delaware limited liability company. Google Energy is a power marketer that has been authorized to sell energy, capacity and ancillary services at wholesale and market-based rates. Pursuant to long-term power purchase agreements, Google Energy controls the output of two generation facilities, one (114 MW) located in the Midwest Independent System Operator balancing authority area (“BAA”) and the other (100.8 MW) located in the Southwest Power Pool BAA.

Gran Torino Solar SW also is affiliated with Danke Schoen Project LLC, a Delaware limited liability company that has a minority (28.0810%), indirect upstream ownership interest in three facilities (Ivanpah I, Ivanpah II and Ivanpah III) comprising the approximately 395 MW total Ivanpah Solar Electric Generating System currently under development and located in the CAISO BAA. Each of the three Ivanpah facilities is an EWG with market-based rate authority. All of the power produced by the Ivanpah facilities is sold under long-term power purchase agreements with the Southern California Edison Company and the Pacific Gas and Electric Company.

In addition, Gran Torino Solar SW’s indirect upstream parent company, Google, through its subsidiaries, has made eight other passive, non-managing investments in renewable generation projects in the United States. Notably, each of these investments is pursuant to a passive ownership arrangement whereby a subsidiary of Google holds certain non-jurisdictional interests in the facility, but does not directly or indirectly make or manage any sale of power or transmission service associated with the facility. In each case, the owner-manager, and not a Google affiliate, has complete control over the management, operation, and maintenance of the facility.

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EXHIBIT C-1 Pre-Transaction Organization Charts RE Rosamond One LLC and RE Rosamond Two LLC

Sharp Corporation

100%

Sharp US Holding, Inc.

100%

Recurrent Energy, LLC

100%

Recurrent Energy Development Holdings, LLC 100%

RE Rosamond One RE Rosamond Two Holdings LLC Holdings LLC

100% 100%

RE Rosamond One LLC RE Rosamond Two LLC

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EXHIBIT C-2 Post-Transaction Organization Charts RE Rosamond One LLC and RE Rosamond Two LLC

KKR Global Infrastructure Other KKR 1 Investors L.P. Investment Funds

Google, Inc.

100% 100%

KKR Solar Holdings Everlasting Resources, LLC Blocker II LLC

100% 100%

SunTap Energy Gran Torino Solar (Pearl) LLC SW, LLC

Class B 100% Class A 100%

Gamma Genco CV II LLC

100%

RE Rosamond100% One RE Rosamond Two Holdings LLC Holdings LLC

100% 100%

RE Rosamond One LLC RE Rosamond Two LLC

1 As described in the body of this application, supra at 8-9, the other KKR investment funds do not exercise any management control over KKR Solar Holdings Blocker II LLC.

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EXHIBIT I-1

Membership Interest Purchase and Equity Capital Contribution Agreement By and Among Gamma Genco CV II LLC, SunTap Energy (Pearl) LLC, and Gran Torino Solar SW, LLC

Confidential Information Has Been Removed Pursuant to 18 C.F.R. § 388.112

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EXHIBIT I-2

Purchase and Sale Agreement Between Recurrent Energy, LLC, as Seller and Gamma Genco CV II LLC, as Buyer

Confidential Information Has Been Removed Pursuant to 18 C.F.R. § 388.112

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EXHIBIT M Verifications on Cross-Subsidization

Because none of the parties to the Transaction is a traditional public utility with captive ratepayers in the United States or that owns or provides transmission service over jurisdictional transmission facilities in the United States, there is no issue with respect to cross-subsidization. Pursuant to section 33.2(j)(1) of the Commission’s regulations, Applicants provide assurance and verify, based on facts and circumstances known to Applicants or that are reasonably foreseeable, that the proposed Transaction will not result in, at the time of the Transaction or in the future, cross-subsidization of a non-utility associate company or pledge or encumbrance of utility assets for the benefit of an associate company, including:

(1) Any transfer of facilities between a traditional public utility associate company that has captive customers or that owns or provides transmission service over jurisdictional transmission facilities, and an associate company;

(2) Any new issuance of securities by a traditional public utility associate company that has captive customers or that owns or provides transmission service over jurisdictional transmission facilities, for the benefit of an associate company;

(3) Any new pledge or encumbrance of assets of a traditional public utility associate company that has captive customers or that owns or provides transmission service over jurisdictional transmission facilities, for the benefit of an associate company; or

(4) Any new affiliate contract between a non-utility associate company and a traditional public utility associate company that has captive customers or that owns or provides transmission service over jurisdictional transmission facilities, other than non-power goods and service agreements subject to review under sections 205 and 206 of the FPA.

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ATTACHMENT 1

Verification 20131101-5187 FERC PDF (Unofficial) 11/1/2013 3:18:28 PM 20131101-5187 FERC PDF (Unofficial) 11/1/2013 3:18:28 PM

ATTACHMENT 2

Proposed Form of Protective Order

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UNITED STATES OF AMERICA BEFORE THE FEDERAL ENERGY REGULATORY COMMISSION

) RE Rosamond One LLC ) Docket No. EC14- -000 RE Rosamond Two LLC ) )

PROTECTIVE ORDER

(Issued )

1. This Protective Order shall govern the use of all Protected Materials produced by, or on behalf of, any Participant under Docket No. EC13- -001. Notwithstanding any order terminating this proceeding, this Protective Order shall remain in effect until specifically modified or terminated by the Presiding Administrative Law Judge (Presiding Judge) (which includes the Chief Administrative Law Judge) or the Federal Energy Regulatory Commission (Commission).

2. This Protective Order applies to the following two categories of materials: (A) A Participant may designate as protected those materials which customarily are treated by that Participant as sensitive or proprietary, which are not available to the public, and which, if disclosed freely, would subject that Participant or its customers to risk of competitive disadvantage or other business injury; and (B) A Participant shall designate as protected those materials which contain critical energy infrastructure information, as defined in 18 CFR§ 388.113(c)(1) ("Critical Energy Infrastructure Information").

3. Definitions -- For purposes of this Order:

(a) The term "Participant" shall mean a Participant as defined in 18 CFR § 385.102(b). (b) (1) The term "Protected Materials" means (A) materials (including depositions) provided by a Participant in response to discovery requests and designated by such Participant as protected; (B) any information contained in or obtained from such designated materials; (C) any other materials which are made subject to this Protective Order by the Presiding Judge, by the Commission, by any court or other body having appropriate authority, or by agreement of the Participants; (D) notes of Protected Materials; and (E) copies of Protected Materials. The Participant producing the Protected Materials shall physically mark them on each page as "PROTECTED

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MATERIALS" or with words of similar import as long as the term "Protected Materials" is included in that designation to indicate that they are Protected Materials. If the Protected Materials contain Critical Energy Infrastructure Information, the Participant producing such information shall additionally mark on each page containing such information the words "Contains Critical Energy Infrastructure Information - Do Not Release".

(2) The term "Notes of Protected Materials" means memoranda, handwritten notes, or any other form of information (including electronic form) which copies or discloses materials described in Paragraph 3(b)(1). Notes of Protected Materials are subject to the same restrictions provided in this order for Protected Materials except as specifically provided in this order.

(3) Protected Materials shall not include (A) any information or document that has been filed with and accepted into the public files of the Commission, or contained in the public files of any other federal or state agency, or any federal or state court, unless the information or document has been determined to be protected by such agency or court, or (B) information that is public knowledge, or which becomes public knowledge, other than through disclosure in violation of this Protective Order, or (C) any information or document labeled as "Non-Internet Public" by a Participant, in accordance with Paragraph 30 of FERC Order No. 630, FERC Stat. & Reg. & 31,140. Protected Materials do include any information or document contained in the files of the Commission that has been designated as Critical Energy Infrastructure Information.

(c) The term "Non-Disclosure Certificate" shall mean the certificate annexed hereto by which Participants who have been granted access to Protected Materials shall certify their understanding that such access to Protected Materials is provided pursuant to the terms and restrictions of this Protective Order, and that such Participants have read the Protective Order and agree to be bound by it. All Non-Disclosure Certificates shall be served on all parties on the official service list maintained by the Secretary in this proceeding.

(d) The term "Reviewing Representative" shall mean a person who has signed a Non-Disclosure Certificate and who is:

(1) Commission Trial Staff designated as such in this proceeding;

(2) an attorney who has made an appearance in this proceeding for a Participant;

(3) attorneys, paralegals, and other employees associated for purposes of this case with an attorney described in Subparagraph (2);

(4) an expert or an employee of an expert retained by a Participant for the

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purpose of advising, preparing for or testifying in this proceeding;

(5) a person designated as a Reviewing Representative by order of the Presiding Judge or the Commission; or

(6) employees or other representatives of Participants appearing in this proceeding with significant responsibility for this docket.

4. Protected Materials shall be made available under the terms of this Protective Order only to Participants and only through their Reviewing Representatives as provided in Paragraphs 7-9.

5. Protected Materials shall remain available to Participants until the later of the date that an order terminating this proceeding becomes no longer subject to judicial review, or the date that any other Commission proceeding relating to the Protected Material is concluded and no longer subject to judicial review. If requested to do so in writing after that date, the Participants shall, within fifteen days of such request, return the Protected Materials (excluding Notes of Protected Materials) to the Participant that produced them, or shall destroy the materials, except that copies of filings, official transcripts and exhibits in this proceeding that contain Protected Materials, and Notes of Protected Material may be retained, if they are maintained in accordance with Paragraph 6, below. Within such time period each Participant, if requested to do so, shall also submit to the producing Participant an affidavit stating that, to the best of its knowledge, all Protected Materials and all Notes of Protected Materials have been returned or have been destroyed or will be maintained in accordance with Paragraph 6. To the extent Protected Materials are not returned or destroyed, they shall remain subject to the Protective Order.

6. All Protected Materials shall be maintained by the Participant in a secure place. Access to those materials shall be limited to those Reviewing Representatives specifically authorized pursuant to Paragraphs 8-9. The Secretary shall place any Protected Materials filed with the Commission in a non-public file. By placing such documents in a nonpublic file, the Commission is not making a determination of any claim of privilege. The Commission retains the right to make determinations regarding any claim of privilege and the discretion to release information necessary to carry out its jurisdictional responsibilities. For documents submitted to Commission Trial Staff ("Staff"), Staff shall follow the notification procedures of 18 CFR § 388.112 before making public any Protected Materials.

7. Protected Materials shall be treated as confidential by each Participant and by the Reviewing Representative in accordance with the certificate executed pursuant to Paragraph 9. Protected Materials shall not be used except as necessary for the conduct of this proceeding, nor shall they be disclosed in any manner to any person except a Reviewing Representative who is engaged in the conduct of this proceeding and who

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needs to know the information in order to carry out that person's responsibilities in this proceeding. Reviewing Representatives may make copies of Protected Materials, but such copies become Protected Materials. Reviewing Representatives may make notes of Protected Materials, which shall be treated as Notes of Protected Materials if they disclose the contents of Protected Materials.

8. (a) If a Reviewing Representative's scope of employment includes the marketing of energy, the direct supervision of any employee or employees whose duties include the marketing of energy, the provision of consulting services to any person whose duties include the marketing of energy, or the direct supervision of any employee or employees whose duties include the marketing of energy, such Reviewing Representative may not use information contained in any Protected Materials obtained through this proceeding to give any Participant or any competitor of any Participant a commercial advantage.

(b) In the event that a Participant wishes to designate as a Reviewing Representative a person not described in Paragraph 3 (d) above, the Participant shall seek agreement from the Participant providing the Protected Materials. If an agreement is reached that person shall be a Reviewing Representative pursuant to Paragraphs 3(d) above with respect to those materials. If no agreement is reached, the Participant shall submit the disputed designation to the Presiding Judge for resolution.

9. (a) A Reviewing Representative shall not be permitted to inspect, participate in discussions regarding, or otherwise be permitted access to Protected Materials pursuant to this Protective Order unless that Reviewing Representative has first executed a Non- Disclosure Certificate; provided, that if an attorney qualified as a Reviewing Representative has executed such a certificate, the paralegals, secretarial and clerical personnel under the attorney’s instruction, supervision or control need not do so. A copy of each Non-Disclosure Certificate shall be provided to counsel for the Participant asserting confidentiality prior to disclosure of any Protected Material to that Reviewing Representative.

10. Any Reviewing Representative may disclose Protected Materials to any other Reviewing Representative as long as the disclosing Reviewing Representative and the receiving Reviewing Representative both have executed a Non-Disclosure Certificate. In the event that any Reviewing Representative to whom the Protected Materials are disclosed ceases to be engaged in these proceedings, or is employed or retained for a position whose occupant is not qualified to be a Reviewing Representative under Paragraph 3(d), access to Protected Materials by that person shall be terminated. Even if no longer engaged in this proceeding, every person who has executed a Non-Disclosure Certificate shall continue to be bound by the provisions of this Protective Order and the certification.

11. Subject to Paragraph 18, the Presiding Administrative Law Judge shall resolve

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any disputes arising under this Protective Order. Prior to presenting any dispute under this Protective Order to the Presiding Administrative Law Judge, the parties to the dispute shall use their best efforts to resolve it. Any participant that contests the designation of materials as protected shall notify the party that provided the protected materials by specifying in writing the materials the designation of which is contested. This Protective Order shall automatically cease to apply to such materials five (5) business days after the notification is made unless the designator, within said 5-day period, files a motion with the Presiding Administrative Law Judge, with supporting affidavits, demonstrating that the materials should continue to be protected. In any challenge to the designation of materials as protected, the burden of proof shall be on the participant seeking protection. If the Presiding Administrative Law Judge finds that the materials at issue are not entitled to protection, the procedures of Paragraph 18 shall apply. The procedures described above shall not apply to protected materials designated by a Participant as Critical Energy Infrastructure Information. Materials so designated shall remain protected and subject to the provisions of this Protective Order, unless a Participant requests and obtains a determination from the Commission's Critical Energy Infrastructure Information Coordinator that such materials need not remain protected.

12. All copies of all documents reflecting Protected Materials, including the portion of the hearing testimony, exhibits, transcripts, briefs and other documents which refer to Protected Materials, shall be filed and served in sealed envelopes or other appropriate containers endorsed to the effect that they are sealed pursuant to this Protective Order. Such documents shall be marked "PROTECTED MATERIALS" and shall be filed under seal and served under seal upon the Presiding Judge and all Reviewing Representatives who are on the service list. Such documents containing Critical Energy Infrastructure Information shall be additionally marked "Contains Critical Energy Infrastructure Information - Do Not Release". For anything filed under seal, redacted versions or, where an entire document is protected, a letter indicating such, will also be filed with the Commission and served on all parties on the service list and the Presiding Judge. Counsel for the producing Participant shall provide to all Participants who request the same, a list of Reviewing Representatives who are entitled to receive such material. Counsel shall take all reasonable precautions necessary to assure that Protected Materials are not distributed to unauthorized persons.

13. If any Participant desires to include, utilize or refer to any Protected Materials or information derived therefrom in testimony or exhibits during the hearing in these proceedings in such a manner that might require disclosure of such material to persons other than reviewing representatives, such participant shall first notify both counsel for the disclosing participant and the Presiding Judge of such desire, identifying with particularity each of the Protected Materials. Thereafter, use of such Protected Material will be governed by procedures determined by the Presiding Judge.

14. Nothing in this Protective Order shall be construed as precluding any Participant

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from objecting to the use of Protected Materials on any legal grounds.

15. Nothing in this Protective Order shall preclude any Participant from requesting the Presiding Judge, the Commission, or any other body having appropriate authority, to find that this Protective Order should not apply to all or any materials previously designated as Protected Materials pursuant to this Protective Order. The Presiding Judge may alter or amend this Protective Order as circumstances warrant at any time during the course of this proceeding.

16. Each party governed by this Protective Order has the right to seek changes in it as appropriate from the Presiding Judge or the Commission.

17. All Protected Materials filed with the Commission, the Presiding Judge, or any other judicial or administrative body, in support of, or as a part of, a motion, other pleading, brief, or other document, shall be filed and served in sealed envelopes or other appropriate containers bearing prominent markings indicating that the contents include Protected Materials subject to this Protective Order. Such documents containing Critical Energy Infrastructure Information shall be additionally marked “Contains Critical Energy Infrastructure Information – Do Not Release.”

18. If the Presiding Judge finds at any time in the course of this proceeding that all or part of the Protected Materials need not be protected, those materials shall, nevertheless, be subject to the protection afforded by this Protective Order for three (3) business days from the date of issuance of the Presiding Judge's determination, and if the Participant seeking protection files an interlocutory appeal or requests that the issue be certified to the Commission, for an additional seven (7) business days. None of the Participants waives its rights to seek additional administrative or judicial remedies after the Presiding Judge's decision respecting Protected Materials or Reviewing Representatives, or the Commission's denial of any appeal thereof. The provisions of 18 CFR §§ 388.112 and 388.113 shall apply to any requests under the Freedom of Information Act. (5 U.S.C. § 552) for Protected Materials in the files of the Commission.

19. Nothing in this Protective Order shall be deemed to preclude any Participant from independently seeking through discovery in any other administrative or judicial proceeding information or materials produced in this proceeding under this Protective Order.

20. None of the Participants waives the right to pursue any other legal or equitable remedies that may be available in the event of actual or anticipated disclosure of Protected Materials.

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21. The contents of Protected Materials or any other form of information that copies or discloses Protected Materials shall not be disclosed to anyone other than in accordance with this Protective Order and shall be used only in connection with this (these) proceeding(s). Any violation of this Protective Order and of any Non-Disclosure Certificate executed hereunder shall constitute a violation of an order of the Commission.

Curtis L. Wagner, Jr. Chief Administrative Law Judge

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UNITED STATES OF AMERICA BEFORE THE FEDERAL ENERGY REGULATORY COMMISSION

) RE Rosamond One LLC ) Docket No. EC14- -000 RE Rosamond Two LLC ) )

NON-DISCLOSURE CERTIFICATE

I hereby certify my understanding that access to Protected Materials is provided to me pursuant to the terms and restrictions of the Protective Order in this proceeding, that I have been given a copy of and have read the Protective Order, and that I agree to be bound by it. I understand that the contents of the Protected Materials, any notes or other memoranda, or any other form of information that copies or discloses Protected Materials shall not be disclosed to anyone other than in accordance with that Protective Order. I acknowledge that a violation of this certificate constitutes a violation of an order of the Federal Energy Regulatory Commission.

By: ______Printed Name: ______Title: ______Representing: ______Date: ______

OHSUSA:755069374.1

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