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DATED DATE ELECTRICITY SUPPLY BOARDand«NAME»DISTRIBUTION USEOF SYSTEM AGREEMENTFRAMEWORK AGREEMENTstApproved by CER on 1 August 2002

Distribution Use of System Agreement ESB 06/08/02TABLE OF CONTENTS1.DEFINITIONS AND INTERPRETATION .22.CONDITIONS PRECEDENT . 123.REPRESENTATIONS AND WARRANTIES . 134.USE OF SYSTEM . 145.CALCULATION AND PAYM ENT OF CHARGES . 166.BILLING AND PAYMENT . 177.SECURITY COVER. 188.LIMITATION OF LIABILITY . 209.ENERGISATION, DE-ENERGISATION AND DISCONNECTION . 2310.DISTRIBUTION CODE. 2611.METERING DATA AND METERING EQUIPMENT . 2612.PROVISION OF INFORMATION. 2713.VARIATIONS . 2814.TERM AND TERMINATION. 2915.FORCE MAJEURE. 3116.CONFIDENTIALITY. 3317.DISPUTE RESOLUTION. 3618.MISCELLANEOUS . 3619.ASSIGNMENT AND SUB-CONTRACTING . 3920.GOVERNING LAW AND JURISDICTION . 41SCHEDULE 1: ADDITIONAL SERVICES . 43SCHEDULE 2: BILLING AND PAYMENT DISPUTES . 45SCHEDULE3: CONDITIONS FOR CONNECTION TO THE DISTRIBUTION SYSTEM . 47SCHEDULE 4: ADDRESSES . 53

Distribution Use of System Agreement ESB 01/08/02AGREEMENT is made the Day day of Month 200.BETWEEN:(1)ELECTRICITY SUPPLY BOARD, a statutory corporation having itsprinciple office at 27 Lower Fitzwilliam Street, Dublin 2 (hereinaftercalled the “Company");(2)«Registered Name», «Reg Address1», «Reg Address2»,«Reg Address3» (hereinafter called the “User”)and each of the parties hereto being a "Party" and the term "Parties" shallbe construed accordingly.WHEREAS:(A)The User has applied to the Company for use of the DistributionSystem as a person licensed under Section 14 of the ElectricityRegulation Act, 1999 in order to supply electricity to the categories ofcustomers described in that section.(B)In accordance with Section 34 of the Electricity Regulation Act, 1999the Company is required, subject to certain exceptions, to enter into anagreement for use of the Distribution System.(C)This Agreement set out the terms and conditions upon which theCompany and the User have agreed in relation to the use by the Userof the Distribution System.(D)This Agreement relates to the supply of electricity to one or morepersons connected to the Distribution System the connection of thosepersons being pursuant to a relevant Connection Agreement.THE PARTIES AGREE as follows:1.DEFINITIONS AND INTERPRETATION1.1In this Agreement except where the context otherwise requires thefollowing expressions shall have the meanings set out opposite them:"Act"Means the Electricity Regulation Act, 1999;“Additional Services”Means the services listed in Schedule 1hereto“Affiliate”Means in relation to either Party, any holdingcompany or subsidiary or any subsidiary of aholding company of the relevant Party, inRevision 1 August 2002, Page 2 of 55

Distribution Use of System Agreement ESB 06/08/02each case within the meaning ofCompanies Acts, 1963 to 1999 inclusive;the"Approved Credit Rating"Means a long-term debt rating of not lessthan A1 by Standard and Poor’s Corporationor a rating of not less than P1 by MoodysInvestors Services or an equivalent ratingfrom any other reputable credit rating agencyapproved by the Company from time to time.“Business Day”Means any day other than a Saturday, aSunday or a public holiday in Ireland;“Confidential Information”Has the meaning given in Clause 16;“Charging Period”Means the period specified in Schedule 2 or,as appropriate, or if no period is specified, aperiod of one calendar month;“Commission”Means the Commission forRegulation established by the Act;"Connection Agreement"Means an agreement between the Companyand any Customer which provides that theCustomer has the right for that Customer'sInstallation to be and remain connected to theDistribution System;“Connection Point”Means the physical point at which the facilityis joined to the Distribution System;“Competent Authority”Means the Commission or any local, t, inspectorate, minister, official,court, tribunal or public or statutory person(whether autonomous or not) of Ireland (orthe government thereof) or the EuropeanUnion which has jurisdiction over a Party orthe subject matter of the Agreement."Customer"Means a final customer as defined in the Actto whom the User proposes to supply or forthe time being supplies electricity through anExit Point;ElectricityRevision 1 August 2002, Page 3 of 55

Distribution Use of System Agreement ESB 01/08/02"Customer's Installation"Means any structures, equipment, linesappliances or devices used or to be used byany Customer and connected or to beconnected directly or indirectly to theDistribution System;“Data Aggregator”Has the meaning given to it in the Tradingand Settlement Code;"De-energise"Means in relation to any Metering Point,deliberately to prevent the flow of electricityfrom the Distribution System through therelevant Exit Point (or, in the case of anUnmetered Supply, any one or more of therelevant Exit Points) to the relevantCustomer’s Installation for any purpose otherthanaSystemOutage,and“DeEnergisation” and “De-Energising” shallbe construed accordingly;"De-energisation Works"Means the movement of any switch, theremoval of any fuse or meter, or the taking ofany other step to De-energise an Exit point;“Designated Dispute”Has the meaning given to it in Section 1.2 ofSchedule 2 ;"Directive"Meansany present or future legislation,statutory instrument, directive, requirement,instruction, order, direction or rule of anyCompetent Authority binding on either or bothof the Company and the User (but only, if nothaving the force of law, if compliance with theDirective is in accordance with the generalpractice of persons to whom the Directive isaddressed) and includes any modification,extension or replacement thereof then inforce;Revision 1 August 2002, Page 4 of 55

Distribution Use of System Agreement ESB 06/08/02"Disconnection Notice"Means a notice sent by the User to theCompany pursuant to Clause 9 and whichidentifies the Metering Point to which thenotice relates by reference to the MeterReference Number for that Metering Pointand requests the Company to De-register theMetering Point;“Disconnect"Means in relating to an Exit Point, to changethe status of the Meter Point ReferenceNumber relating to that Exit Point so as toprevent any further registration in respect ofthat Meter Point Reference Number;"Distribution Code"Means the Distribution Code required to beprepared by the Company pursuant toSection 33 of the Act, and approved by theCommission, as from time to time revised,amended, supplemented or replaced with theapproval of or at the instance of theCommission;Means the Company's Distribution Systemthat is to say, a system which consists ofelectric lines, electric plant, transformers andswitchgear and which is used for conveyingelectricity to final customers;"Distribution System"“Distribution SystemOperator”Means the Company acting as operator ofthe Distribution System;“Eligible Customer”Has the meaning given to it under the Act;Revision 1 August 2002, Page 5 of 55

Distribution Use of System Agreement ESB ien,assignment by way of security, charge,hypothecation, security interest, title relationor any other security agreement orarrangement having the effect of conferringsecurity, or other form of encumbrance and“Encumber” and like terms shall be construedaccordingly;“Energise”Means, in relation to any Exit Point,deliberately to allow the flow of electricityfrom the Distribution System through therelevant Exit Point to the relevant Customer'sInstallation where such a flow of electricitywas disabled or non-existent;"Energisation Works"Means the movement of any isolator, breakeror switch, or the insertion of any fuse so as toenable active power and reactive power to betransferred to and from the Customer’sInstallation through an Exit Point;“ESB Safety Rules”Means the documents prepared by theCompany entitled “Electricity Supply BoardIreland, Safety Rules (Electrical)(Transmission, Distribution and Marketing)”and “Electricity Supply Board Ireland, SafetyRules (Electrical)(Generating Stations)”;Euribor”Means in relation to any sum, the rate perannum for deposits in euro for the specifiedperiod applicable thereto which appears onTelerate (or any successor service) page 248(or any relevant successor page) or Reuter’spage Euribor (or any successor or servicepage) at or about 11am on the relevant ratefixing date. If no such quotation is available,EURIBOR will be the rate per annum fordeposits in euro determined to be equal tothe arithmetic mean (rounded upwards to fourdecimal places) of the six month rates atwhich at least three banks who generallyprovided quotes on Telerate page 248 whenquotations were last available thereon wasoffering to prime banks in the EuropeanInterbank Market deposits in euro and for thespecified period at or about 11:00 am on therelevant rate fixing day. For the purposes ofRevision 1 August 2002, Page 6 of 55

Distribution Use of System Agreement ESB 06/08/02this definition “specified period” means theperiod in respect of which EURIBOR falls tobe determined in relation to such sum;“euro” or “EUR”Means the single currency of participatingMember States of the European Union;“Event of Default”Has the meaning given to it in Clause 14.4;"Exit Point"Means a Connection Point at which a supplyof electricity may flow between theDistribution System and the Customer'sInstallation;"Force Majeure"Means any one of the events, conditions orhappenings as set out in Clause 15;"Good Industry Practice"Means the exercise of that degree of skill,diligence, prudence and foresight whichwould reasonably and ordinarily be expectedfrom a skilled and experienced operatorengaged in the same type of undertakingunder the same or similar circumstances;"kVA"Means kilovoltamperes;“Legal Claim”Has the meaning given to it in Clause 8.2.2;“Letter of Credit”Means an irrevocable standby letter of creditin such form as the Company mayreasonably approve issued for the account ofthe User in favour of the Company, allowingfor partial drawings and providing for thepayment to the Company forthwith ondemand by any bankwhich meets thefollowing criteria:(a) banks with a long-term credit rating of atleast AA (Standard and Poor) or AA2(Moody’s) or equivalent. AA minus willnot suffice, or(b) holders of banking licences issued underSection 9 of the Central Bank Act 1971,with total balance sheets assets of notless than EUR 1,270 million equivalentor whose parent bank, where such aholder is a branch or subsidiary, has totalbalance sheet assets of not less thanRevision 1 August 2002, Page 7 of 55

Distribution Use of System Agreement ESB 01/08/02EUR 12,700 million equivalent and arating not less than A/A2, or(c) subsidiaries of branches of internationalbanks, operating in Ireland, provided thatthe parent bank meets the criteria at (a) orhas total balance sheet assets of not lessthan EUR 12,700 million or equivalentand a credit rating of at least A/A2;"Maximum ImportCapacity"Means the amount of electricity referred to asbeing the "Maximum Import Capacity" inrelation to each Connection Agreement towhich this Agreement relates;“Metering Code”Means the code of that name which specifiestheminimumtechnicaldesignandoperational criteria to be complied with formetering and data collection equipment andassociated procedures as required under theTrading and Settlement Code;“Metering Equipment”Has the meaning given to it in the MeteringCode;"Metering PointHas the meaning given to the term “ActualMetering Point” in the Metering Code;“Meter Point ReferenceNumber”M

Distribution System; “Connection Point” Means the physical point at which the facility is joined to the Distribution System; “Competent Autho rity” Means the Commission or any local, national or supra-national agency, authority, department, inspectorate, minister, official,