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Proposed Leeds Path West AC Transmission Project Outreach Strategy

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Proposed Leeds Path West AC Transmission Project Outreach Strategy Proposed Leeds Path West AC Transmission Project Outreach Strategy 1.1 Approach Boundless has reviewed the proposed transmission route and identified municipal boundaries that it transects. The next step would be identification of key decision makers including regional, state and local government officials, regional (MPOs) and county planning organizations, county environmental and /or health departments, public facilities (re: state and municipal parks, conservation areas, forest preserves), state, regional and local public interest groups and news media. 1.2 Audience Once the stakeholder list is vetted we would contact the various persons and organizations and arrange preliminary briefings. In many cases these will need to be one on one in person meetings particularly government officials. However, where possible these would in community settings and would allow for an interactive process and other public participation methods. 1.3 Existing Relationships State Officials NYSDEC Commissioner- Joe Martens Deputy Executive Commissioner-Marc Gerstman Assistant Commissioner for Air Resources, Climate Change and Energy-Jared Snyder Region 4 Director- Gene Kelly Region 3 Acting Director- Thomas Rudolph, NYSOPRHP Commissioner Rose Harvey Deputy Executive Commissioner Andy Beers Assistant Commissioner for Natural Resources-Tom Alworth NYSDOT Commissioner Joan McDonald NYSOGS Commissioner Roann Destito NYSDOS Deputy Secretary George Stafford NYPA President and Chief Executive Officer-Gil C. Quiniones NYS Municipal Organizations NYSAC- Executive Director Stephen Acquario NYCOM- Executive Director Peter Baynes NY Association of Towns- Executive Director Gerry Geist County Executives, Chairs of the Board of Supervisors, County Administrators Albany County- Dan McCoy, County Executive Rensselaer County-Kathy Jimino, County Executive Columbia County- Patrick Grattan, Chairman of the Board Green County- Shaun Groden, County Administrator Ulster County- Mike Hein, County Executive Orange County- Edward Diana, County Executive Rockland County- C. Scott Vanderhoef, County Executive Dutchess County-Marcus Molinaro, County Executive Regional and County Planning Organizations Albany County-Department of Economic Development, Conservation and Planning Capital District Regional Planning Commission-Executive Director - Rocco Ferraro Rensselaer County Buildings Department Columbia County-Planning & Economic Development Department Commissioner - Kenneth Flood Greene County-Department of Economic Development, Tourism and Planning Warren Hart – Director Ulster County-Ulster County Department of Planning, Transportation, and Business Services Dennis Doyle-Director Orange County-Department of Planning-David Church, Planning Commissioner Rockland County-Department of Planning-Thomas Vanderbeek, Commissioner Dutchess County-Department of Planning and Development Kealy Salomon, Commissioner State and Regional Environmental Organizations Scenic Hudson- Ned Sullivan, President RiverKeeper-Paul Gallay, President and Hudson Riverkeeper -Robert F. Kennedy Jr., Chief Prosecuting Attorney Catskill Mountainkeeper- Ramsay Adams ,Executive Director Audubon NY-Erin Crotty, Executive Director Sierra Club- Michael Brune, Executive Director Local Municipalities Municipality County North Greenbush Rensselear Rensselear Rensselear Albany Albany East Greenbush Rensselear Bethlehem Albany New Scotland Albany Municipality County Schodack Rensselear Stuyvesant Columbia Kinderhook Columbia Stockport Columbia Ghent Columbia Claverack Columbia Greenport Columbia Hudsdon Columbia Athens Greene Athens Greene Catskill Greene Saugerties Ulster Ulster Ulster Kingston Ulster Esopus Ulster Rosendale Ulster New Paltz Ulster Gardiner Ulster Lloyd Ulster Plattekill Ulster Marlborough (Branches East and West)) Ulster Newburgh (Branches South East) Orange Shawangunk Ulster Montgomery (Branches partially West then Orange South) New Windsor Orange Hamptonburgh Orange Blooming Grove Orange Chester Orange Monroe Orange Warwick Orange Tuxedo Orange Ramapo Rockland Newburgh (Starts at East End of Leeds to Orange Ramapo) Wappinger (Branches East) Dutchess East Fishkill (Route stops) Dutchess Fishkill Dutchess Ramapo Rockland Other Outreach Efforts Congressional Regional Delegation Senate and Assembly Regional Delegation Local Environmental Organizations Local Community Organizations Regional and Local Media September 30, 2013 Mr. E. John Tompkins Boundless Energy, LLC 203 Redstone Hill Plainville, CT 06062 Re: Development of Electricity Transmission in NY State Dear John: You have advised SG Americas Securities, LLC (“SG”, or “SGAS”) of your intention to have Boundless Energy (“Boundless”), or a to-be-formed special purpose affiliate thereof (the “Borrower”) develop, construct, own, and operate electricity transmission projects in the state of New York (the “Projects”). The Projects currently being developed by Boundless would serve the purpose of increasing transmission capacity to reduce congestion on the electrical system in New York State. We are pleased to confirm that, based upon our present understanding of the Projects, and subject to the foregoing conditions, SG is confident (as of the date hereof and based upon current market conditions) that Boundless possess the ability to develop a financeable transmission project and the experience to complete such endeavor. As is customary, the structure, covenants and terms of a financing would be subject to the delivery of documentation satisfactory to us. SG has worked very closely with you and the rest of the Boundless Energy team for a number of years. We maintain a frequent dialogue with Boundless and we have a strong working relationship with Boundless highlighted by our mutual involvement in the Neptune Regional Transmission System project. The team is comprised of several highly skilled individuals with extensive experience developing, constructing, and operating electric transmission projects. The current market is very favorable for those who seek capital for non-recourse energy infrastructure projects in New York. Commercial banks, investment banks, private equity funds, pension funds, and other institutional investors compete aggressively for the opportunity to invest in a well-structured electricity transmission construction project. The cornerstone of a well-structured transmission project is a fixed tariff with a creditworthy entity. Such tariff should be sufficient to cover the revenue requirements of a stand-alone transmission company, which include operating costs, depreciation, capital expenditures, income taxes, debt service, and an equity return. Subject to receiving all necessary internal credit approvals and the additional conditions set forth below, we do believe that we will be able to arrange a financing (the “Financing”) in an aggregate amount sufficient to finance the required debt for the ultimately selected Project on a non-recourse basis. Our opinion above remains subject in all respects to SG and its representatives having completed and being satisfied with the results of our financial, business, environmental, accounting, engineering and legal due diligence investigations of the Borrower and the Project, including a more thorough review of projections, contracts and a business plan developed by management of the Borrower and review and analysis by third-party experts as deemed necessary by SG. Our view expressed above is also subject to (i) final agreement on the pricing, terms, structure and conditions of the Financing which shall be satisfactory to us, (ii) SG’s satisfaction with the proposed capital structure of the Borrower after giving effect to the final structure of the Project, (iii) execution of definitive legal documentation in respect of the Financing satisfactory to SG, (iv) there not having occurred or becoming known to us any material adverse condition or material adverse change in or affecting the business, assets, liabilities (including contingent liabilities), operation, condition (financial or otherwise) or prospects of the Borrower or the Project, (v) all material agreements being in full force and effect and in form and substance satisfactory to us, and (vi) the receipt of all necessary governmental, regulatory and third-party approvals and consents on terms satisfactory to Boundless Energy September 30, 2013 Page 2 us and there being no legal, regulatory, financial or other restrictions or legal proceedings which may impact the Project, or the Borrower’s ability to consummate the Financing. Furthermore, our view is based on current conditions in the financial and capital markets generally and, in particular, the loan syndication and investment grade private placement markets, and assumes there would be no change in the existing conditions and circumstances in these markets that would materially impair the syndication or placement of the Financing. To the extent any such changes occur, our view expressed above could be materially different. This letter is rendered to you solely for your use in connection with the development of the alternative Projects and does not confer any rights or remedies on any party, including any other party to the Projects or any financing sources for the Projects, nor does it constitute (and it is not intended to constitute) a commitment or undertaking on the part of SG or any of its affiliates to underwrite, arrange, provide or place all or any part of the Financing. Without limiting the generality of the foregoing, any such commitment or undertaking could only
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