Corporate guarantee form

GUARANTY

This Guaranty (“Guaranty”) dated as of [insert date] is made by [insert legal

name] Corporation (“Guarantor”) for the benefit of the {Company name} (the

“{Company}”). All capitalized terms not herein defined shall be given their meaning as

set forth in the {Company} Tariff.

RECITALS

A. Guarantor is the “Affiliate”, as defined in the {Company}’s Tariff and

Protocols, as in effect and promulgated from time to time (the “Tariff”) of one or more

persons (such Affiliates, collectively, the “Market Participants”) that have entered into,

desire to enter into or may in the future desire to enter into transactions in the

{Company} markets and/or schedule energy over the {Company}-controlled

transmission grid (collectively, “Transactions”) under various agreements, including but

not limited to the Scheduling Coordinator Agreement, Congestion Revenue Right

Agreements, the Business Practice Manual for Credit Management and the {Company}

Tariff (collectively, “Agreements”);

B. The Market Participants include the persons listed on Schedule 1, and all

other Affiliates of Guarantor, whether or not named or presently existing, that become

parties to Transactions or Agreements, or both, from time to time;

C. One or more Market Participants do not have a sufficient Aggregate Credit

Limit to adequately secure its Estimated Aggregate Liability required under the Tariff to

enter into Transactions;

D. Guarantor will directly or indirectly benefit from the Agreements and the

Transactions to which any of its Affiliates become a party; and

E. Accordingly, in order to minimize the financial exposure of the {Company}

and its markets, Guarantor shall guarantee the prompt payment and performance of the

obligations of each of the Market Participants to the {Company} and its markets under

the applicable Agreements, on the terms of this Guaranty.

NOW, THEREFORE, to induce the {Company} to allow Market Participants to

enter into Transactions and in consideration of the {Company} agreeing to conduct

business with Market Participant in accordance with the Agreements, Guarantor hereby

covenants and agrees for the benefit of the {Company} as follows:

1. GUARANTY. Subject to the provisions of this Guaranty, Guarantor

hereby irrevocably and unconditionally guarantees the full and timely payment and

performance when due of the obligations of Market Participants under the Agreements,

whenever and by whomever incurred (the “Obligations”) in accordance with the terms

of the Agreements. In furtherance, and not in limitation of the foregoing, if any Market

Participant fails to pay or perform any Obligation, Guarantor shall pay to or perform for

the benefit of the {Company} the amount or performance due in the same currency and

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Corporate guarantee form
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