OFFICER'S & SECRETARY'S CERTIFICATE NGP BLUE MOUNTAIN HOLDCO LLCDevelopment Loan Agreement • January 15th, 2008 • Nevada Geothermal Power Inc • Miscellaneous metal ores • Delaware
Reference is hereby made to that certain Development Loan Agreement, dated on or about November 1 ,2007 (the “Agreement”), between NGP Blue Mountain I LLC, a wholly-owned subsidiary of NGP Blue Mountain Holdco LLC, a Delaware limited liability company, (the “Company”), and Glitnir Banki hf, a company incorporated in Iceland. Capitalized terms not otherwise defined herein have the meanings given such terms in the Agreement.
DEVELOPMENT LOAN AGREEMENT by and between NGP BLUE MOUNTAIN I LLC (the "Borrower") and GLITNIR BANK' HF (the "Lender") dated as of November 1, 2007Development Loan Agreement • January 15th, 2008 • Nevada Geothermal Power Inc • Miscellaneous metal ores • New York
This DEVELOPMENT LOAN AGREEMENT is dated as of this 1st day of November, 2007 (this "Agreement"), by and between NGP Blue Mountain I LLC, a Delaware limited liability company ("Borrower"), and GLITNIR BANKI HF, a company incorporated in Iceland ("Lender"), such parties to be referenced individually as a "Party" and collectively as "Parties."
TERMS AND CONDITIONS CONTRACTConsulting Agreement • January 15th, 2008 • Nevada Geothermal Power Inc • Miscellaneous metal ores
Whereas, the “Company” NEVADA GOETHERMAL POWER INC. is the publicly traded Company, and any successors thereof, that is entering into a consulting relationship (s) (the “Program”) with CCM Consulting, a division of Cronus Capital Markets, Inc., its partners and affiliates, and the “Client,” if not the Company, is a Third Party.
EMPLOYMENT AGREEMENT FAIRBANKEmployment Agreement • January 15th, 2008 • Nevada Geothermal Power Inc • Miscellaneous metal ores • British Columbia
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into effective as of October 1, 2007 the (“Effective Date”), by and between Nevada Geothermal Power Company, a Nevada Corporation (the “Company”) and BRIAN FAIRBANK (“Employee”), with reference to the following:
ACKNOWLEDGEMENT AND CONSENTPledge and Security Agreement • January 15th, 2008 • Nevada Geothermal Power Inc • Miscellaneous metal ores
The undersigned hereby acknowledges receipt of a copy of the Pledge and Security Agreement, dated as of November 1, 2007, made by and between NGP BLUE MOUNTAIN HOLDCO LLC, a Delaware limited liability company (the “Pledgor”), for the benefit of GLITNIR BANKI HF (the “Lender”), a company incorporated in Iceland (the “Pledge and Security Agreement”). The undersigned agrees for the benefit of the Lender as follows:
Suite 900 409 Granville St. Vancouver, B.C Canada VC6 1T2 Tel: 604-688-1553 Fax: 604-688-5926 Toll: 866-688-0808 Web: www.nevadageothermal.com EMPLOYMENT AGREEMENT - WALENCIAKEmployment Agreement • January 15th, 2008 • Nevada Geothermal Power Inc • Miscellaneous metal ores
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into effective as of April 16, 2007 (the “Effective Date”), by and between Nevada Geothermal Power Company, a StateplaceNevada corporation (the “Company”) and MAX WALENCIAK (“Employee”), with reference to the following:
Re: Agreement to purchase assets and to retain employeesAgreement to Purchase Assets and to Retain Employees • January 15th, 2008 • Nevada Geothermal Power Inc • Miscellaneous metal ores
This letter shall confirm our agreement whereby Nevada Geothermal Power Inc. (“NGP”) has agreed with Fairbank Engineering Ltd. (“FEL”) to acquire certain assets owned by FEL, and to employ certain FEL employees.
Second Amendment to "OPTION AGREEMENT FOR PUMPERNICKEL GEOTHERMAL PROPERTY, HUMBOLDT COUNTY, NEVADA" dated October 12, 2004, as amended February 14, 2006Option Agreement for Pumpernickel Geothermal Property • January 15th, 2008 • Nevada Geothermal Power Inc • Miscellaneous metal ores
Nevada Geothermal Power Inc. ("NGP"), and its US subsidiary Nevada Geothermal Power Company (formerly Noramex Corp.) both of 900-409 Granville Street, Vancouver, BC, V6C 1T2;
ASSIGNMENT AND ASSUMPTION OF LEASESAssignment and Assumption of Leases • January 15th, 2008 • Nevada Geothermal Power Inc • Miscellaneous metal ores • Nevada
This ASSIGNMENT AND ASSUMPTION OF LEASES (the “Assignment”) is made as of October 24, 2007, by and among NEVADA GEOTHERMAL POWER INC., a corporation registered in British Columbia (“NGPI”), and NEVADA GEOTHERMAL POWER COMPANY, a Nevada corporation (“NGPC” and, together with NGPI, “Assignor”), and NGP BLUE MOUNTAIN I LLC, a Delaware limited liability company (“Assignee”).
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • January 15th, 2008 • Nevada Geothermal Power Inc • Miscellaneous metal ores • New York
This PLEDGE AND SECURITY AGREEMENT, dated as of November 1, 2007 (the "Agreement"), is made by and between NGP BLUE MOUNTAIN HOLDCO LLC, a Delaware Limited Liability Company, (the "Pledgor"), in favor of GLITNIR BANKI HF, a company incorporated in Iceland (the "Lender") pursuant to the Development Loan Agreement, dated of even date herewith, by and between NGP Blue Mountain I LLC, a Delaware limited liability company (the "Borrower"), and the Lender (as amended, supplemented or otherwise modified from time to time, the "Loan Agreement").
FIRST AMENDMENT TO CONTRIBUTION AGREEMENTContribution Agreement • January 15th, 2008 • Nevada Geothermal Power Inc • Miscellaneous metal ores • Delaware
This FIRST AMENDMENT TO CONTRIBUTION AGREEMENT (this “Amendment”), dated as of October 12, 2007, by and among Nevada Geothermal Power Inc., a corporation registered in British Columbia (“NGP”), Nevada Geothermal Power Company, a Nevada corporation (“NGPC”), NGP Blue Mountain Holdco LLC, a Delaware limited liability company (“Holdco”), and NGP Blue Mountain I LLC, a Delaware limited liability company (“NGP1”), is entered into with reference to the following:
CONSULTING AGREEMENTConsulting Agreement • January 15th, 2008 • Nevada Geothermal Power Inc • Miscellaneous metal ores • British Columbia
The Company requires the services of a consultant and the Consultant represents that the Consultant is qualified and desires to perform the services required by the Company as a consultant and not as an employee.
Markus K. Christen 6 Maher Road Somerset, NJ 08873 (732) 249 1071 (732) 910 5082 (cell) (732) 875 0380 (fax) markuskchristen@aot camExclusive Financial Advisor Agreement • January 15th, 2008 • Nevada Geothermal Power Inc • Miscellaneous metal ores
This letter agreement confirms our understanding that Nevada Geothermal Power, Inc, (the "Company" or you") has engaged Markus K. Christen ("MC" or "I") or his affiliates, as appropriate, to act as your Exclusive Financial Advisor in the arranging of debt financing and or equity/tax equity financing, or any combination thereof (together referred to as the "Project Financing") through a special purpose entity (les) in order to fund construction of the Company's proposed Blue Mountain geothermal project (the Project"), located in Humboldt County, Northern Nevada. In addition, MC may act as your Non-Exclusive Financial Advisor for the purpose of assisting in arranging financing (equity/debt or tax equity) for the special purpose entity in order to fund completion of feasibility work on the Project (the "Feasibility Financing"), which shall be completed prior to the Project Financing.
CONTRIBUTION AGREEMENTContribution Agreement • January 15th, 2008 • Nevada Geothermal Power Inc • Miscellaneous metal ores • Delaware
This CONTRIBUTION AGREEMENT (this “Agreement”), dated as of September 19, 2007 (the “Effective Date”), by and among Nevada Geothermal Power Inc., a corporation registered in British Columbia (“NGP”), Nevada Geothermal Power Company, a Nevada corporation (“NGPC”), NGP Blue Mountain Holdco LLC, a Delaware limited liability company (“Holdco”), and NGP Blue Mountain I LLC, a Delaware limited liability company (“NGP1”), is entered into with reference to the following:
PROFESSIONAL SERVICES AGREEMENTProfessional Services Agreement • January 15th, 2008 • Nevada Geothermal Power Inc • Miscellaneous metal ores • Nevada
This Task Order defines a Scope of Services, Schedule and Budget for work to be completed by Global Power Solutions (“GPS”) for Nevada Geothermal Power Company (“Client”). This work is performed in accordance with the Professional Services Agreement dated June 25, 2007.
PROFESSIONAL SERVICES AGREEMENTProfessional Services Agreement • January 15th, 2008 • Nevada Geothermal Power Inc • Miscellaneous metal ores • Nevada
The signatories hereto represent that they are authorized to enter into this Agreement on behalf of the party for whom they sign.
ASSIGNMENT AND ASSUMPTION OF POWER PURCHASE AGREEMENTAssignment and Assumption of Power Purchase Agreement • January 15th, 2008 • Nevada Geothermal Power Inc • Miscellaneous metal ores • Nevada
This ASSIGNMENT AND ASSUMPTION OF POWER PURCHASE AGREEMENT (the “Assignment”) is made as of October ____, 2007, by and between NEVADA GEOTHERMAL POWER COMPANY, a Nevada corporation (“Assignor”), and NGP BLUE MOUNTAIN I LLC, a Delaware limited liability company (“Assignee”), and acknowledged and consented to by NEVADA POWER COMPANY, a Nevada corporation (“Buyer”).
