(1)__________________, licensee under the license for Project No. ______, issued by the Commission on __________________ (Month, day, year) and

(2) __________________, (hereinafter referred to as the Transferee).

(3) Hereby jointly and severally apply for the written approval by the Federal Energy Regulatory Commission of the transfer of the aforesaid license from the transferor to the transferee and request that the instrument of such approval by the Commission be made effective as of the date of conveyance of the project properties; and in support thereof show the Commission as follows:

(4) The said transferee is:

(a) 4 A citizen of the United States, whereof proof is submitted herewith as Exhibit A, which is hereby incorporated herein and made a part hereof;

(b) 4 An association of citizens under articles of association, a certified copy of which as now in effect is attached hereto as exhibit A and hereby incorporated herein and made a part hereof;

(c) 4 A municipality organized under the following statutes: __________________, proof of such organization being submitted herewith as Exhibits A-1, A-2, etc., which is [are] hereby incorporated herein and made a part hereof;

(d) 5 A __________________ (e.g., private, nonprofit, etc.) corporation, organized under the laws of the State of __________________, and domesticated in the States of __________________, __________________; certified copies of its charter or certificate or incorporation, articles of incorporation, corporate by-laws, and certificates of authority to do business, with all amendments of each to date, being submitted herewith as exhibits A-1, A-2, etc., said exhibits being hereby incorporated herein and made a part hereof;

(5) The transferee submits as [partial] evidence of its compliance with all applicable State laws as required by section 9(a)(2) of the Federal Power Act __________________ submitted herewith as exhibits B-1, B-2, etc., and proposes to complete its showing of such compliance by submitting ____________

(6) The transferee will submit certified copies of all instruments of conveyance whereby title to the project properties is conveyed to it, upon the completion of such conveyance, if and when the Commission shall have given its approval to the proposed transfer;

(7) If and when the Commission shall have given its approval to the proposed transfer, and upon completion of conveyance of the project properties to the transferee, the transferor will deliver to the transferee and the transferee will accept and permanently retain all license instruments and all maps, plans, specifications, contracts, reports of engineers, accounts, books, records, and all other papers and documents relating to the original project and to all additions thereto and betterments thereof;

(8) The transferor certifies that it has fully complied with the terms and conditions of its license, as amended, and that it has fully satisfied and discharged all of its liabilities and obligations thereunder to the date hereof, and obligates itself to pay all annual charges accrued under the license to the date of transfer;

(9) Contingent upon the final written approval by the Commission of the transfer of the license, the transferee accepts all the terms and conditions of the said license [as amended] and the act, and agrees to be bound thereby to the same extent as though it were the original licensee thereunder;

(10) The name, title, and post-office address of the person or persons to whom correspondence in regard to this application shall be addressed are as follows:

In witness whereof the transferor has caused its name to be hereunto signed by ________________________ (Name), its ________________________ (Title—chief executive officer), and its corporate seal to be hereunto affixed by ________________________ (Name), its ________________________ (Title—custodian of seal), thereunto duly authorized, this ________________ day of ________________, 19____; and the transferee has caused its name to be hereunto signed by __________________ (Name), its __________________ (Title—chief executive officer), and its corporate seal to be hereunto affixed by __________________ (Name), its __________________ (Title—custodian of seal), thereunto duly authorized this ______________ day of ________________, 19____. 6

Subscribed and sworn to before me, a notary public of the State of ______________ this ______________ day of ______________, 19____.

____________________, ____________________ and ____________________, being duly sworn, each for himself, deposes and says that he is a citizen of the United States of America.

Subscribed and sworn to before me, a notary public of the State of ______________ this ______________ day of ______________, 19____.

1. Prepare this report in conformity with the requirements prescribed in 18 CFR 46.4.

2. Leave blank any columns that are not applicable.

This is to certify that__________________

Dated __________________ 19____.

1. Name and address of correspondent;

2. Basis for claimed exemption;

3. Generating plants owned or operated by licensee;

4. Transmission lines and distribution lines;

5. KWH of power generated, purchased and interchanged;

6. Power sold or otherwise disposed of (kwh);

7. Power interchange (in detail);

8. Statement of unusual conditions attending the disposition of electric power;

9. Book cost of electric property;

10. Operating revenues;

11. Operating expenses and other deductions from revenues;

12. Affidavit.