0001193125-06-235058 Sample Contracts

LOAN AGREEMENT between GULF COAST INDUSTRIAL DEVELOPMENT AUTHORITY and MICROGY HOLDINGS, LLC
Loan Agreement • November 14th, 2006 • Environmental Power Corp • Cogeneration services & small power producers • Texas

This Loan Agreement dated as of October 1, 2006 (the “Agreement”), by and between GULF COAST INDUSTRIAL DEVELOPMENT AUTHORITY (the “Issuer”) and MICROGY HOLDINGS, LLC (the “Company”):

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FACILITY OPERATING AGREEMENT BETWEEN [MICROGY PROJECT ENTITY] AND MICROGY O&M, LLC DATED AS OF NOVEMBER 1, 2006
Facility Operating Agreement • November 14th, 2006 • Environmental Power Corp • Cogeneration services & small power producers • Texas

THIS FACILITY OPERATING AGREEMENT is made as of , 2006 (the “Agreement”), by and between [MICROGY PROJECT ENTITY], a [limited liability company/limited partnership] duly organized and validly existing under the laws of the State of Texas (“Owner”), and MICROGY O&M, LLC, a limited liability company duly organized and validly existing under the laws of the State of Delaware (“Operator”).

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BOND PURCHASE AGREEMENT GULF COAST INDUSTRIAL DEVELOPMENT AUTHORITY ENVIRONMENTAL FACILITIES REVENUE BONDS (MICROGY HOLDINGS PROJECT) SERIES 2006
Bond Purchase Agreement • November 14th, 2006 • Environmental Power Corp • Cogeneration services & small power producers • Texas

BOND PURCHASE AGREEMENT dated November 7, 2006, among the GULF COAST INDUSTRIAL DEVELOPMENT AUTHORITY (the “Issuer”), MICROGY HOLDINGS LLC (the “Company”) and B.C. ZIEGLER AND COMPANY d/b/a ZIEGLER CAPITAL MARKETS GROUP (the “Underwriter”).

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PROJECT PARTICIPATION AGREEMENT
Project Participation Agreement • November 14th, 2006 • Environmental Power Corp • Cogeneration services & small power producers • Texas

This Project Participation Agreement (the “Agreement”) is made effective as of the 9th day of November, 2006, between South-Tex Treaters, LP, a Texas limited partnership with offices in Midland County, Texas (“South-Tex”), and Microgy, Inc., a Colorado corporation with an address c/o Environmental Power Corporation, One Cate Street, 4th Floor, Portsmouth, New Hampshire 03801 (“Microgy”).

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MICROGY HOLDINGS, LLC and the SUBSIDIARY GUARANTORS named herein as guarantors GULF COAST INDUSTRIAL DEVELOPMENT AUTHORITY ENVIRONMENTAL FACILITIES REVENUE BONDS (Microgy Holdings Project) Series 2006 and Other Guaranteed Obligations
Guarantee Agreement • November 14th, 2006 • Environmental Power Corp • Cogeneration services & small power producers • Texas

GUARANTEE AGREEMENT dated as of October 1, 2006, by and among Microgy Holdings, LLC, a Delaware limited liability company (the “Company”), the Subsidiary Guarantors (as defined herein) and Wells Fargo Bank, National Association, as trustee (the “Trustee”), under the Indenture (as defined herein).

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TAX SHARING AGREEMENT
Tax Sharing Agreement • November 14th, 2006 • Environmental Power Corp • Cogeneration services & small power producers • New Hampshire

This Agreement is made effective this 9th day of November, 2006 (the “Agreement”) between MICROGY HOLDINGS, LLC, a Delaware limited liability company (“Microgy Holdings”), and ENVIRONMENTAL POWER CORPORATION, a Delaware corporation (“EPC”).

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MANAGEMENT SERVICES AGREEMENT
Management Services Agreement • November 14th, 2006 • Environmental Power Corp • Cogeneration services & small power producers • New Hampshire

This Agreement is made effective this 9th day of November, 2006 (the “Agreement”) between MICROGY HOLDINGS, LLC, a Delaware limited liability company (“Microgy Holdings”), and ENVIRONMENTAL POWER CORPORATION, a Delaware corporation (“EPC”).

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SUPPORT AGREEMENT
Support Agreement • November 14th, 2006 • Environmental Power Corp • Cogeneration services & small power producers • Texas

This Support Agreement is dated November 9, 2006 among Environmental Power Corporation (“EPC”), Microgy Holdings LLC (“Holdings”), MST Production Ltd. (“MST”), Mission Biogas, L.L.C. (“Mission”), Hereford Biogas, L.L.C. (“Hereford”), Rio Leche Estates, L.L.C. (“Rio Leche”) (each, a “Project Company” and, together, the “Project Companies”) and Wells Fargo Bank, National Association, as trustee (the “Trustee”) under the Trust Indenture dated as of October 1, 2006 (the “Indenture”) with Gulf Coast Industrial Development Authority (the “Issuer”).

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EQUITY INTEREST OPTION AGREEMENT
Equity Interest Option Agreement • November 14th, 2006 • Environmental Power Corp • Cogeneration services & small power producers • Texas

THIS AGREEMENT is made this 9th day of November, 2006, by and between MICROGY, INC., a Colorado corporation whose mailing address is c/o Environmental Power Corporation, One Cate Street, 4th Floor, Portsmouth, New Hampshire 03801 (“Microgy”) and MICROGY HOLDINGS, LLC, a Delaware limited liability company (“Microgy Holdings”), on the one hand, and SOUTH-TEX MORROW, INC. (formerly known as “SOUTH-TEX TREATERS, INC.”) a Texas corporation whose mailing address is P.O. Box 60480, Midland, Texas 79711 (“South-Tex”), on the other hand.

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COLLATERAL TRUST AGREEMENT dated as of October 1, 2006 by and between MICROGY HOLDINGS, LLC and the SUBSIDIARY GUARANTORS named herein, as Grantors and WELLS FARGO BANK, NATIONAL ASSOCIATION as Collateral Trustee
Collateral Trust Agreement • November 14th, 2006 • Environmental Power Corp • Cogeneration services & small power producers • New York

COLLATERAL TRUST AGREEMENT (as the same may be amended, amended and restated, supplemented or otherwise modified, renewed or replaced from time to time, this “Agreement”) is dated as of October 1, 2006, and is entered into by and between MICROGY HOLDINGS, LLC, a Delaware limited liability company (together with its successors and assigns, the “Company”), the subsidiaries of the Company signatory hereto (the “Subsidiary Guarantors”) (the Company and the Subsidiary Guarantors each a “Grantor” and together the “Grantors”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association duly organized and existing under and by virtue of the laws of the United States of America, having power and authority to accept and execute trusts, and having a corporate trust office in Philadelphia, Pennsylvania, acting, except to the extent expressly stated in this Agreement, not in its individual capacity but solely as collateral trustee under this Agreement for the Secured Parties. Certain

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