GUARANTY AGREEMENT

This guaranty agreement (hereafter referred to as “Guaranty”), dated , has

been entered into between __________________________, a company duly incorporated
under the laws of ___________________________, having its head office at
_________________________________ (hereafter referred to as the “Guarantor”) and
HYDRO-QUÉBEC, acting through its division Hydro-Québec TransÉnergie, a
corporation duly incorporated under and governed by the Hydro-Québec Act (R.S.Q.,
Chapter H-5) having its head office at 75 René-Lévesque Blvd West, Montreal, Quebec,
Canada H2Z 1A4 (hereafter referred to as the “Beneficiary”).

WHEREAS the Beneficiary and __________________________, a company duly

incorporated under the laws of _______________________, having its head office at
____________________________ (hereafter referred to as the “Customer”), are parties
to certain transmission agreements (collectively, whether one or more, the “Contract”);

WHEREAS the Guarantor shall benefit directly or indirectly from the Contract;

WHEREAS the Beneficiary has required that the Guarantor unconditionally guarantee to
the Beneficiary all the Customer’s obligations under the Contract;

THEREFORE, in view of the foregoing, the Guarantor and the Beneficiary agree as
follows:

1. Guaranty. The Guarantor absolutely, irrevocably and unconditionally guarantees to

the Beneficiary all the obligations of the Customer under the Contract including the
prompt payment when due of all the amounts owed by the Customer to the Beneficiary
arising from the obligations pursuant to the Contract, even if such obligations and such
amounts are not yet liquidated or payable (hereafter referred to as the “Obligations”), on
the understanding that the Guarantor’s liability under this Guaranty shall be limited to an
amount of $________________ plus all reasonable costs incurred by the Beneficiary in
asserting its rights against the Guarantor under this Guaranty, including any legal fees,
judicial costs and similar costs.
The Guarantor shall pay any amounts guaranteed by this Guaranty as soon as the
Beneficiary makes a request for payment to the Guarantor. The fact that the Beneficiary
makes a request for payment shall not in any way restrict its right to subsequently make
any other request for payment.

2. Solidary liability. The Guarantor shall assume solidary liability with the Customer
with respect to the Obligations and shall waive the benefit of discussion and division, as
well as any notice of exercise by the Beneficiary of any right or security.

January 2013
Page 1 / 4
3. Scope of Guaranty. This Guaranty shall be valid even if the Customer did not have
legal personality or capacity at the time the Contract was signed. Moreover, the
Guarantor waives the right to invoke any defence that the Customer or the Guarantor
could assert against the Beneficiary, any cause of reduction, extinguishment or nullity of
the Obligations, and any excess or absence of authority on the part of persons who acted
in the Customer’s name in assuming Obligations on its behalf.

4. Consents, waivers and renewals. The Beneficiary may at any time, without the
Guarantor’s consent and without notice to the Guarantor, extend the deadline for the
payment of the Obligations, refrain from realizing or waive any security provided in
regard to the Obligations, or amend or renew the Contract, and it may also enter into any
agreement with the Customer or with any person responsible for the Obligations
regarding the amendment, extension, renewal, payment or extinguishment of the
Obligations, without affecting or diminishing the liability of the Guarantor in any manner
whatsoever.

5. Change of circumstances. This Guaranty shall subsist notwithstanding any change

in the circumstances that gave rise to the granting of this Guaranty by the Guarantor,
notwithstanding the cessation of the Guarantor’s commercial operations or any change in
the said operations or in the relationship between the Guarantor and the Customer. The
Guarantor shall continue to be liable for the Customer’s Obligations even if the Customer
is released therefrom as a result of a bankruptcy, a proposal, an arrangement or for any
other reason.

6. Subrogation. The Guarantor shall not exercise any right against the Customer which
it may acquire through subrogation as long as the amounts owed to the Beneficiary under
the Contract have not been paid in full. Subject to the foregoing, upon payment of all the
Obligations, the Guarantor shall be subrogated in the Beneficiary’s rights against the
Customer.

7. Cumulative rights. Failure or delay on the part of the Beneficiary to exercise any
right, recourse or power granted herein shall not prevent subsequent exercise of any right,
recourse or power. Each and every right, recourse and power granted herein to the
Beneficiary or which the latter is entitled to exercise under the law or by virtue of any
other contract is cumulative and non-exclusive and may be exercised by the Beneficiary
from time to time.

8. Representations and warranties.

The Guarantor makes the following representations and warranties:
a) It is duly constituted, validly subsisting and in good standing pursuant to the laws of
the jurisdiction where it was constituted and it has all the powers required to sign and
deliver this Guaranty and to perform the Obligations thereunder.
b) The signature and delivery of this Guaranty and the performance of the Obligations
thereunder were and are duly authorized by all the measures required on the part of

January 2013
Page 2 / 4
 the Guarantor and do not contravene any statutory provision or any constituting
documents of the Guarantor or any contractual binding the Guarantor or applicable
to its assets.

9. Termination. This Guaranty shall continue in full force and effect during the term of
the Agreement and until complete performance by Customer of its Obligations under the
Agreement. However, the Guarantor may terminate this Guaranty with respect to future
obligations of Customer by providing written notice of termination to the Beneficiary.
The Guarantor's notice of termination will become effective thirty (30) days after its
receipt by the Beneficiary. Termination of this Guaranty will not affect the Guarantor's
liability to the Beneficiary hereunder for the Obligations of Customer incurred prior to
the effective date of termination.

10. Assignment. None of the parties may assign any of their rights, interests or
obligations pursuant to this Guaranty to any third party without the prior consent in
writing of the other party.
In the event of an assignment of part or all of the obligations pursuant to the Contract by
the Customer, this Guaranty shall continue to extend to all the Obligations and the term
“Customer” shall be deemed to include the assignee for purposes of interpreting this
Guaranty.

11. Notices. All notices and other communications pertaining to this Guaranty shall be
given in writing and delivered by hand or sent by registered mail (with request for a
receipt) or by fax (except in the case of a request for payment) and shall be sent to one of
the following addresses:

If being sent to the Guarantor: If being sent to the Beneficiary:

__________________________ HYDRO-QUÉBEC TRANSÉNERGIE
__________________________ c/o
__________________________ Directeur Commercialisation et affaires
__________________________ réglementaires
__________________________ Complexe Desjardins, C.P. 10 000
__________________________ Tour de l’Est, 19e étage
__________________________ Montréal (Québec) Canada
__________________________ H5B 1H7
__________________________ Phone : (514) 879-4159
__________________________ Fax: (514) 879-4685

or to any address which the Guarantor or the Beneficiary may notify to the other party
from time to time.
Any notice or other communication related to this Guaranty shall be deemed to have been
received when delivered, if delivered by hand, on the business day following its
transmission if sent by fax, or on the third business day after it was sent by registered
mail, as the case may be.

January 2013
Page 3 / 4
12. Notice of breach. When a notice of breach regarding the Contract is sent to the
Customer, the Beneficiary shall also send a copy of said notice to the Guarantor.

13. Other suretyships. This Guaranty is in addition to not in substitution for any other
guarantee or suretyships that the Beneficiary may hold.

14. Amendments. A written amendment executed by Guarantor only may increase the
amount of this Guaranty provided in section 1. Unless otherwise provided herein, no
other amendment of this Guaranty shall be effective unless in writing and signed by
Guarantor and Counterparty. No waiver of any provision of this Guaranty nor consent to
any departure by Guarantor therefrom shall in any event be effective unless such waiver
shall be in writing and signed by Counterparty. Any such waiver shall be effective only
in the specific instance and for the specific purpose for which it was given.

15. Entire agreement. This Guaranty constitutes the entire agreement entered into by
the Guarantor and Beneficiary with regard to the matters contemplated herein. It does not
replace, unless otherwise expressly provided, any previous guaranty granted by the
Guarantor to the Beneficiary.

16. Applicable laws and competent jurisdiction. This Guaranty is governed by the
laws in force in the province of Québec and shall be interpreted accordingly. Any legal
action related thereto shall be instituted in the judicial district of Montréal and the
Guarantor acknowledges the exclusive jurisdiction of the courts sitting in the said district.

IN WITNESS WHEREOF, the Guarantor has signed this Guaranty on the date
mentioned above.

(NAME OF GUARANTOR)

By: ________________________________________

Name: ______________________________________

Title: _______________________________________

January 2013
Page 4 / 4