0001193125-08-048030 Sample Contracts

LOAN TERMINATION AGREEMENT
Loan Termination Agreement • March 6th, 2008 • Environmental Power Corp • Cogeneration services & small power producers • New York

THIS LOAN TERMINATION AGREEMENT is made as of November 30, 2007 (the “Agreement”), by and among EPC Corporation, a Delaware corporation (the “Borrower”), Environmental Power Corporation, a Delaware corporation and Parent of Borrower (the “Parent”), and Crystal Creek Coalpower Funding, LLC, a Delaware limited liability company (the “Lender”).

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OMNIBUS AGREEMENT REGARDING TERMINATION OF LEASE
Omnibus Agreement Regarding Termination of Lease • March 6th, 2008 • Environmental Power Corp • Cogeneration services & small power producers • New York

This OMNIBUS AGREEMENT REGARDING TERMINATION OF LEASE (this “Agreement”), dated as of November 30, 2007 (the “Effective Date”), is by and among SCRUBGRASS GENERATING COMPANY, L.P., a Delaware limited partnership (“Scrubgrass”), and BUZZARD POWER CORPORATION, a Delaware corporation (“Buzzard,” and together with Scrubgrass, the “Parties,” and each individually, a “Party”).

THIRD AMENDMENT TO AMENDED AND RESTATED DISBURSEMENT AGREEMENT
Disbursement Agreement • March 6th, 2008 • Environmental Power Corp • Cogeneration services & small power producers • New York

This THIRD AMENDMENT TO AMENDED AND RESTATED DISBURSEMENT AGREEMENT, dated as of February 29, 2007 (this “Amendment”), is among SCRUBGRASS GENERATING COMPANY, L.P., a Delaware limited partnership (“Scrubgrass”), BUZZARD POWER CORPORATION, a Delaware corporation (“Buzzard”), DEUTSCHE BANK TRUST COMPANY AMERICAS (formerly known as Bankers Trust Company), as Disbursement Agent, DEUTSCHE BANK TRUST COMPANY AMERICAS (“Deutsche Bank”), as securities intermediary (as defined in Section 8-102(a)(14) of the UCC (as defined herein), in such capacity, the “Securities Intermediary”) and bank (as defined in Section 9-102(a)(8) of the UCC (as defined herein), in such capacity, the “Bank”), and CALYON NEW YORK BRANCH (as successor to Credit Lyonnais, New York Branch), as agent (the “Agent”) for certain Bank Parties referred to in the Amended and Restated Disbursement Agreement (as defined below).

ASSIGNMENT, TERMINATION AND RELEASE AGREEMENT
Assignment, Termination and Release Agreement • March 6th, 2008 • Environmental Power Corp • Cogeneration services & small power producers • New York

This ASSIGNMENT, TERMINATION AND RELEASE AGREEMENT (this “Assignment and Termination Agreement”), dated as of February 29, 2008, is among BUZZARD POWER CORPORATION, a Delaware corporation (“Buzzard”), SCRUBGRASS GENERATING COMPANY, L.P., a Delaware limited partnership (“Scrubgrass”), EPC CORPORATION, a Delaware corporation and the parent company of Buzzard (“EPC”), and CALYON NEW YORK BRANCH, as agent (the “Agent”) under the Loan and Reimbursement Agreement referred to below.

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