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8 Southern California Edison Company Tariff Title: Transmission Owner Tariff Tariff Record Title: Service Agreement No. 93 FERC FPA Electric Tariff ENGINEERING, DESIGN AND PROCUREMENT LETTER AGREEMENT BETWEEN SOLAR PARTNERS I, LLC AND SOUTHERN CALIFORNIA EDISON COMPANY DPT 1 PROJECT Contract Effective Date: Tariff Record Proposed Effective Date: Version Number: TOT180 Option Code: A

9 October 18, 2010 Carlos Aguilar Senior Vice President, Global Development Solar Partners I, LLC 1999 Harrison Street, Suite 2150 Oakland, CA Re: DPT 1 Project Letter Agreement for PTO s Eldorado Ivanpah Transmission Project Engineering Upgrades Dear Mr. Aguilar: Solar Partners I, LLC ( Solar Partners I ), the California Independent System Operator Corporation ( CAISO ), and Southern California Edison Company ( SCE ) have executed a Large Generator Interconnection Agreement ( LGIA ) for Interconnection Service for Solar Partners I s proposed approximately100 MW solar project in Ivanpah, California (near Primm, Nevada) ( Project ), to be interconnected to SCE s Eldorado Baker Cool Water Dunn Siding Mountain Pass 115 kv line via a new substation (hereinafter referred to as Ivanpah Substation ) to be located approximately seven (7) miles east of the existing Mountain Pass Substation. The LGIA provides for SCE to fund certain Network Upgrades that comprise part of the Eldorado-Ivanpah Transmission Project ( EITP ) contingent upon satisfactory receipt by SCE of Abandoned Plant Approval as well as Solar Partners I meeting its obligations under Section 12 of the LGIA. SCE has not yet received Abandoned Plant Approval. This Letter Agreement sets forth the terms and conditions whereby SCE will proceed with the design, procurement and construction of the Network Upgrades prior to receipt of Abandoned Plant Approval without changing the financing arrangements under the LGIA, and whereby Solar Partners I will submit funds to SCE to secure payment of all reasonable costs incurred by SCE for the Network Upgrades prior to the receipt of Abandoned Plant Approval, including related overheads, for activities related to the Network Upgrades, subject to the invoice review provisions of the LGIA. All capitalized terms used in this Letter Agreement and not otherwise defined, shall have the meaning ascribed to that term in the LGIA. Solar Partners I and SCE are hereinafter sometimes referred to individually as Party and collectively as Parties. The Parties agree as follows: 1. Concurrent with execution of this Letter Agreement, Solar Partners I shall submit to SCE funds in accordance with and in the amounts shown in Section 2 below; all funds submitted

10 pursuant to this Letter Agreement shall be subject to the reimbursement provisions of either Paragraph 8, if SCE receives Abandoned Plant Approval, or Paragraph 11 of this Letter Agreement, if SCE does not receive Abandoned Plant Approval. The funds so submitted will secure SCE s charges and expenses related to the Network Upgrades incurred during the period from November 1, 2010 through March 1, 2010, including, but not limited to, the reasonable costs of all services, materials, labor and related overhead in connection therewith ( Security Amount ), estimated to be approximately $9.7 million. The Security Amount is calculated as set forth in Exhibit A and shall not exceed $9.7 million. On or before the last day of each month, SCE shall provide a written update to Solar Partners I describing SCE s work on the EITP and any changes in the Security Amount during such month (such report to reflect a lag period of one month for accounting purposes). 2. Solar Partners I shall submit funds to SCE via wire transfer as set forth in Exhibit B, in the following amounts and no later than the dates provided in the following schedule: November 1, 2010: December 1, 2010: January 3, 2011: February 1, 2011: $2.0 million $3.0 million ($5.0 million cumulative) $2.0 million ($7.0 million cumulative) $2.7 million ($9.7 million cumulative) If SCE anticipates that it will incur costs that will require the Security Amount to exceed $9.7 million, then SCE shall notify Solar Partners I in writing of its revised estimate for the Security Amount ( Revised Security ), which notification shall provide updated cost estimates in the format of Exhibit C and sufficient workpapers (e.g. invoices, contracts, purchase orders, etc.) to establish the reasonableness of the revised estimate. Within fifteen (15) calendar days of receipt of such notification, Solar Partners I shall either (i) submit additional funds to SCE as required to increase the total funds to an amount equal to the Revised Security, or (ii) provide SCE notice that Solar Partners I does not intend to submit additional funds to SCE. If Solar Partners I elects not to submit additional funds to SCE, then SCE s obligation to fund Network Upgrades under this Letter Agreement will be limited to the Security Amount calculated as of the date of such election by Solar Partners I. 3. Provided that Solar Partners I is not in Default (as defined below) of the LGIA or this Letter Agreement, SCE will finance the Network Upgrades provided for in the LGIA prior to receiving Abandoned Plant Approval. SCE s financing obligation hereunder shall be limited, however, to the actual Security Amount funds paid, or Revised Security funds paid, to SCE. 4. Solar Partners I shall be in default of this Letter Agreement in the event of any of the following ("Default"):

11 (a) any failure to pay when due, after the passage of all applicable cure periods, the full amount of any payment required under this Letter Agreement, including, without limitation, deposits, indemnification, fees, reimbursements or other charges; (b) Solar Partners I s dissolution or termination of existence; (c) if any of the following actions or proceedings are not dismissed within sixty (60) days after commencement: i. Solar Partners I's insolvency; ii. Solar Partners I s becoming the subject of a petition in bankruptcy, either voluntary or involuntary, or in any other proceeding under federal bankruptcy laws; or iii. Solar Partners I s making an assignment for benefit of creditors or being named in a suit for the appointment of a receiver; (d) any material breach of the LGIA or this Letter Agreement. 5. Solar Partners I shall have five (5) Business Days from receipt of notice of Default issued from SCE to fully cure such Default ( Cure Period ). If Solar Partners I fails to remedy the Default within the Cure Period, SCE shall have no further obligation under this Letter Agreement to finance Network Upgrades and SCE shall have the right to retain the Security Amount funds paid, or Revised Security funds paid, to SCE, for the costs SCE has incurred for the Network Upgrades, and subject to the reimbursement provisions of either Paragraph 8, if SCE receives Abandoned Plant Approval, or Paragraph 11 of this Letter Agreement, if SCE does not receive Abandoned Plant Approval. SCE s remedies referred to in this paragraph are not intended to be exclusive, but shall be cumulative and in addition to any other remedies available to SCE at law or in equity. 6. If, by March 1, 2011, FERC has not issued a final order acceptable to SCE for Abandoned Plant Approval in relation to EITP then, the Parties will either (i) amend the LGIA (and seek necessary approvals thereof, including execution by the CAISO) to require Solar Partners I to finance the Network Upgrades, or (ii) extend the term of this Letter Agreement for six (6) months. 7. SCE shall have no further obligation to finance Network Upgrades under this Letter Agreement, and SCE shall be entitled to retain the Security Amount funds paid, or Revised Security funds paid, for the costs SCE has incurred for the Network Upgrades for any or all of the following reasons: (a) FERC has failed to grant SCE Abandoned Plant Approval by March 1, 2011, and the Parties are unable to agree on either of the alternatives under Section 6 prior to March 15, 2011; (b) an uncured Default pursuant to Section 5 exists; (c) notice from FERC to SCE that this Letter Agreement is not accepted for filing by FERC; or (d) the LGIA terminates in accordance with its terms prior to receipt of Abandoned Plant Approval. 8. This Letter Agreement shall terminate, subject to acceptance by FERC, if required, and Solar Partners I shall be entitled to reimbursement of all funds paid to SCE, in accordance

12 with this Letter Agreement, upon Solar Partners I s receipt of written notice from SCE that SCE has received Abandoned Plant Approval for EITP. 9. Solar Partners I s obligations under this Letter Agreement shall survive termination of the LGIA only with respect to the Security Amount or Revised Security as of the date on which termination of the LGIA becomes effective. 10. Each Party shall at all times indemnify, defend, and hold the other Party harmless from, any and all Losses (as defined herein) arising out of or resulting from the indemnifying Party s performance or failure to perform pursuant to this Letter Agreement, except to the extent caused by the sole gross negligence or intentional wrongdoing by the indemnified Party in connection with the indemnified Party s performance under this Letter Agreement. For the purposes of this Letter Agreement, Losses shall mean any and all damages, losses, and claims, including claims and actions relating to demand, suits, recoveries, costs and expenses, court costs, attorney fees, and all other obligations by or to third parties. 11. If this Letter Agreement is terminated pursuant to Paragraph 7, Solar Partners I will receive a partial refund, without interest, of the Security Amount or Revised Security, as applicable, under this Letter Agreement to the extent that the Security Amount or Revised Security exceeds amounts SCE has incurred for the Network Upgrades. To the extent the Security Amount or Revised Security is not refunded, these amounts shall be treated as amounts paid to SCE by Solar Partners I, pursuant to the LGIA, for the Network Upgrades, and Solar Partners I shall be entitled to repayment of such amounts pursuant to the terms of the LGIA, including, but not limited to, LGIA Section The terms of this Section 11 shall survive termination of this Letter Agreement 12. Within thirty (30) days after SCE receives Abandoned Plant Approval, SCE shall refund to Solar Partners I the Security Amount, and any Revised Security, provided to SCE under this Letter Agreement. 13. Solar Partners I shall have the same audit rights pursuant to this Section 13 as it has under Article 25 of the LGIA. 14. Any waiver at any time by either Party of its rights under this Letter Agreement shall not be deemed a waiver by such Party with respect to any other matter. Any delay, with the exception of the statutory period of limitation in assessing or enforcing any right, shall not be deemed a waiver of such right. 15. The Parties do not intend to create rights in, or to grant remedies to, any third party as a beneficiary either of this Letter Agreement or of any duty, covenant, obligation, or undertaking established herein. 16. This Letter Agreement shall be interpreted by and in accordance with the laws of the State of California, without regard to the principles of conflict of laws thereof, or the laws of the

13 United States, as applicable, as if executed and to be performed wholly within the State of California. 17. This Letter Agreement shall be binding upon the Parties and their successors and assigns. Solar Partners I shall not assign this Agreement without the express written consent of SCE. Granting of such consent shall be at the sole discretion of SCE. 18. SCE will file this Letter Agreement for acceptance by FERC. Solar Partners I shall support acceptance of this Letter Agreement as filed, including waiver of any necessary filing and notice requirements. Such support shall include a written statement of concurrence with such filing if requested by SCE. 19. Any ambiguities or uncertainties in the wording of this Letter Agreement shall not be construed for or against either Party, but shall be construed in the manner that most accurately reflects the Parties intent as of the date they executed this Letter Agreement. 20. Notices: SCE: Southern California Edison Company Manager, Grid Contracts Administration and Billing P. O. Box 800 Rosemead, California Tel: (626) Fax: (626) Solar Partners I: BrightSource Energy- Solar Partners I, LLC Attn: Doug Buchanan, VP, US Project Development & Todd Stewart, Director, Project Development (Ivanpah) 1999 Harrison Street, Suite 2150 Oakland, CA Tel: (510) Fax: (510) This Letter Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.

14 SOUTHERN CALIFORNIA EDISON COMPANY By /s/ David Mead David Mead Vice President Agreed to this 18th_day of November, 2010 SOLAR PARTNERS I, LLC By /s/ Carlos Aguilar Name: Carlos Aguilar Title: Senior Vice President

15 EXHIBIT A ESTIMATED COST Estimated cost for the period November 1, 2010 through February 1, 2011 is specified below for the proposed EITP Upgrades. Estimated Cost (in thousands of dollars): Project Licensing $1,529 PMO Project Management $153 Engineering Substation $3,776 Transmission Line $3,822 Project Engineering Oversight $38 Telecommunications $107 Subtransmission Line $229 Total (000) $9,654

16 If from Solar Partners I: Exhibit B (Payment Instructions) Telephone Number(s) and authorized signature(s) for Person(s) Designated to give Funds Transfer Instructions Name Telephone Number Signature If from SCE: Name Telephone Number Signature 1. George Tabata Robin Drummond Telephone Number(s) for Call-Backs and Person(s) Designated to Confirm Funds Transfer Instructions If from Solar Partners I: Name Telephone Number

If from SCE: Name Telephone Number 1. George Tabata 626-302-2947 2.

17 If from SCE: Name Telephone Number 1. George Tabata Robin Drummond All funds transfer instructions must include the signature of the person(s) authorizing said funds transfer. SCE agrees that repetitive or standing settlement instructions will be effective as the funds transfer instructions of the stated beneficiary, whether or not authorized, if such settlement instructions are verified pursuant to the security procedure provided in the Agreement or such other security procedure to which SCE may agree.

18 Exhibit C (Revised Security Amount Estimate Format) Estimated Cost (in thousands of dollars): Original Estimate Revised Estimate New Total Project Licensing $1,529 PMO Project Management $153 Engineering Substation $3,776 Transmission Line $3,822 Project Engineering Oversight $38 Telecommunications $107 Subtransmission Line $229 Total (000) $9,654

June 21, The documents submitted with this filing consist of this letter of transmittal and all attachments hereto, and the Letter Agreement.

June 21, The documents submitted with this filing consist of this letter of transmittal and all attachments hereto, and the Letter Agreement. Karen Koyano Principal Manager FERC Rates & Compliance June 21, 2017 Ms. Kimberly D. Bose, Secretary Federal Energy Regulatory Commission 888 First Street, N.E. Washington, DC 20426 Dear Ms. Bose: Pursuant