{\rtf1\ansi\ansicpg1252\deff0\deflang1033{\fonttbl{\f0\fnil\fcharset0 Microsoft Sans Serif;}{\f1\fswiss\fprq2\fcharset0 Microsoft Sans Serif;}{\f2\fswiss\fprq2\fcharset0 Arial;}} \viewkind4\uc1\pard\f0\fs17\par \par Verso Luke LLC as of 3/2/2017\par Electric MBR\par Luke Paper Company Market-Based Rate Tariff\par Effective Date:\tab\tab 04/08/2015\tab\tab\tab\tab Status:\tab\tab\tab Effective\par FERC Docket:\tab\tab ER15-00999-001\tab 541\par FERC Order:\tab\tab Delegated Letter Order\tab\tab\tab\tab Order Date:\tab\tab 05/08/2015\par MBR Tariff, Luke Paper Company Market-Based Rate Tariff, 5.0.0\tab A\par \par \pard\nowidctlpar\f1\par \par \pard\keepn\nowidctlpar\sb240\qc\b\caps\f2\fs24 LUKE PAPER COMPANY\par \pard\keepn\nowidctlpar\sa240\qc MARKET-BASED RATE TARIFF\par \pard\nowidctlpar\fi-360\li360\sa240\qj\b0\caps0\fs22 1.\tab\ul Availability\ulnone : Luke Paper Company (\ldblquote Luke Paper\rdblquote ) offers to sell electric energy and capacity under this Tariff to any purchaser for resale in any control area subject to the Federal Energy Regulatory Commission\rquote s (\ldblquote Commission\rdblquote ) jurisdiction. Luke Paper also offers to sell the ancillary services listed in this Paragraph 1, except as prohibited.\par \pard\nowidctlpar\fi-720\li1440\ri720\sa240\qj\tx8820 a.\tab\ul PJM\ulnone : Luke Paper offers regulation and frequency response service, energy imbalance service, and operating reserve service (which includes spinning, 10-minute, and 30-minute reserves) for sale into the market administered by PJM Interconnection, L.L.C. (\ldblquote PJM\rdblquote ) and, where the PJM Open Access Transmission Tariff permits, the self-supply of these services to purchasers for a bilateral sale that is used to satisfy the ancillary services requirements of the PJM Office of Interconnection.\par b.\tab\ul New York\ulnone : Luke Paper offers regulation and frequency response service, and operating reserve service (which include 10-minute non-synchronous, 30-minute operating reserves, 10-minute spinning reserves, and 10-minute non-spinning reserves) for sale to purchasers in the market administered by the New York Independent System Operator, Inc.\par c.\tab\ul New England\ulnone : Luke Paper offers regulation and frequency response service (automatic generator control), operating reserve service (which \line includes 10-minute spinning reserve, 10-minute non-spinning reserve, and 30-minute operating reserve service) to purchasers within the markets administered by the ISO New England, Inc.\par d.\tab\ul California\ulnone : Luke Paper offers regulation service, spinning reserve service, and non-spinning reserve service to the California Independent System Operator Corporation (\ldblquote CAISO\rdblquote ) and to others that are self-supplying ancillary services to the CAISO.\par e.\tab\ul MISO\ulnone : Luke Paper offers regulation service and operating reserve service (which include 10-minute spinning reserve and 10-minute supplemental reserve) for sale to the Midcontinent Independent Transmission System Operator, Inc. (MISO) and to others that are self-supplying ancillary services to MISO.\par f.\tab\ul Third-Party Provider\ulnone : Luke Paper offers all of the following third-party ancillary services: Regulation and Frequency Service, Reactive Supply and Voltage Control Service, Energy and Generator Imbalance Service, Operating Reserve-Spinning, and Operating Reserve-Supplemental. Sales will not include the following: (1) sales to an RTO or an ISO, \i i.e.,\i0 where that entity has no ability to self-supply ancillary services but instead depends on third parties; and (2) sales to a traditional, franchised public utility affiliated with the third-party supplier, or sales where the underlying transmission service is on the system of the public utility affiliated with the third-party supplier Sales of Operating Reserve-Spinning and Operating Reserve-Supplemental will not include sales to a public utility that is purchasing ancillary services to satisfy its own open access transmission tariff requirements to offer ancillary services to its own customers, except where the Commission has granted authorization. Sales of Regulation and Frequency Response Service and Reactive Supply and Voltage Control Service will not include sales to a public utility that is purchasing ancillary services to satisfy its own open access transmission tariff requirements to offer ancillary services to its own customers, except at rates not to exceed the buying public utility transmission provider\rquote s OATT rate for the same service or where the Commission has granted authorization. \par \pard\nowidctlpar\fi-360\li360\sa240\qj 2.\tab\ul Applicability\ulnone : This Tariff is applicable to all sales of energy, capacity, and ancillary services specified herein by Luke Paper that are subject to the jurisdiction of the Commission and are not made pursuant to a particular rate schedule on file with the Commission.\par 3.\tab\ul Rates\ulnone : All sales shall be made at rates established by agreement between the purchaser and Luke Paper.\par 4.\tab\ul Other Terms and Conditions\ulnone : All other terms and conditions shall be established by agreement between the purchaser and Luke Paper.\par 5.\tab\ul Compliance with Commission Regulations\ulnone : Luke Paper shall comply with the provisions of 18 C.F.R. Part 35, Subpart H, as applicable, and with any conditions the Commission imposes in its orders concerning seller\rquote s market-based rate authority, including orders in which the Commission authorizes seller to engage in affiliate sales under this tariff or otherwise restricts or limits Luke Paper\rquote s market-based rate authority. Failure to comply with the applicable provisions of 18 C.F.R. Part 35, Subpart H, and with any orders of the Commission concerning Luke Paper\rquote s market-based rate authority, will constitute a violation of this tariff.\par 6.\tab\ul Limitations and Exemptions Regarding Market-Based Rate Authority\ulnone : Luke Paper owns a facility which is a qualifying facility (\ldblquote QF\rdblquote ) under the Public Utility Regulatory Policies Act of 1978 and is therefore exempt from Part 34 of the Commission\rquote s regulations. The Commission granted Luke Paper in \i Luke Paper Company\i0 , Docket No. ER08-620-000, at 2 (April 8, 2008) (unpublished letter order), the following waivers and authorizations in connection with its market-base rate authorization: (1) waiver of 18 C.F.R. Subparts B and C of Part 35 of the Commission\rquote s regulations requiring the filing of cost-of-service information (except for \'a7\'a7 35.12(a), 35.13(b) 35.15 and 35.16); and (2) waiver of 18 C.F.R. Parts 41, 101, and 141 regarding accounting and record keeping requirements (except for \'a7\'a7 141.14 and 141.15).\par 7.\tab\ul Seller Category\ulnone : Luke Paper is a Category 1 seller, as defined in 18 C.F.R. \'a7 35.36(a), in all regions.\par 8.\tab\ul Effective Date\ulnone : This Tariff is effective on the date specified by the Commission.\f1\fs17\par \pard\f0\fs17\par }