Exhibit 4.78






 Exhibit 4.78

OFFICER'S & SECRETARY'S CERTIFICATE NGP BLUE MOUNTAIN I
LLC

           Reference
is hereby made to that certain Development Loan Agreement, dated on or about
November 1, 2007 (the “Agreement”), among NGP Blue Mountain I LLC, a
Delaware limited liability company, (the “Company”) and Glitnir Banki hf,
a company incorporated in Iceland (the “Lender”). Capitalized terms not
otherwise defined herein have the meanings given such terms in the
Agreement.

     I, Andrew Studley, certify that I
am the duly elected, qualified and acting Chief Financial Officer and Secretary
of the Company, and further certify, as of the date hereof, pursuant to Sections
3.1(d) and 3.1(f) of the Agreement that:

     1.      
Attached hereto as Exhibit A is a true and correct copy of the
resolutions of the Board of Directors of the Company (the “Board”),
relating to the transactions contemplated by the Loan Documents, duly
adopted on September 19, 2007 by unanimous written consent of the Board in
accordance with applicable law and the Certificate of Formation and Limited
Liability Company Operating Agreement of the Company. Such resolutions have not
been amended, supplemented, rescinded or repealed and remain in full force and
effect on the date hereof.

     2.      
Attached hereto as Exhibit B is a true, correct and complete copy of the
Certificate of Formation of the Company (the “Certificate of Formation”),
certified by the Secretary of State of Delaware as of the date specified
thereon. No amendment to the Certificate of Formation of the Company has been
authorized by the member of the Company or the Board that has not been filed
with the Delaware Secretary of State, and since August 2, 2007, (a) no amendment
to the Certificate of Formation of the Company has been filed with the Delaware
Secretary of State, (b) no change has occurred in the good standing of the
Company under Delaware law, and (c) no proceeding for the dissolution or
liquidation of the Company has been commenced or threatened. Such Certificate of
Formation is in full force and effect as of the date hereof.

     3.      
Attached hereto as Exhibit C is a true, correct and complete copy of the
Limited Liability Company Operating Agreement of the Company, (the “Operating
Agreement”) which has been duly adopted and is in full force and effect on
the date hereof. There has been no amendment to the Operating Agreement and no
action has been taken by the Board or the member of the Company for the purpose
of effecting any amendment or modification thereof.

     4.      
Each of the Loan Documents referred to in the resolutions attached hereto as
Exhibit A is in substantially the form authorized and approved by said
resolutions, has been duly executed in the name and on behalf of the Company by
a duly authorized officer of the Company pursuant to authority conferred on him
by the Board.

     5.      
The persons whose names appear on Exhibit D hereto are duly elected,
qualified and acting officers of the Company occupying the offices set forth
opposite their respective names and the signatures set forth opposite their
respective names are their true signatures.




     6.      
The representations and warranties made by the Company in the Agreement, the
Note and the other Loan Documents or which are contained in any certificate,
document or other statement of the Company furnished at any time under or in
connection therewith are correct on and as of the date hereof, except to the
extent such representations and warranties expressly relate to an earlier date,
in which case such representations and warranties are true and correct on and as
of such earlier date.

     7.      
No Default or Event of Default has occurred and is continuing on the date hereof
after giving effect to the Advance to be made on the date hereof or the
application of the proceeds thereof.

     8.      
The Company has limited liability company power and authority to execute,
deliver and perform the Loan Documents to which it is a party, consummate the
transactions contemplated thereby and become obligated thereunder.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




      IN WITNESS WHEREOF, I have
set my hand as of this 1st. day of November 2007.

/s/ Andrew Studley 
Name:
Andrew Studley 
Title: Chief Financial Officer and Secretary

     I, Brian D. Fairbank, President
and Chief Executive Officer of NGP Blue Mountain I LLC, a Delaware limited
liability company, do hereby certify that Andrew Studley is the duly elected,
qualified and acting Chief Financial Officer and Secretary of NGP Blue Mountain
I LLC, a Delaware limited liability company, and that the signature appearing
above is his genuine signature.

      IN WITNESS WHEREOF, I have
hereunto signed my name.

Dated: November 1, 2007

/s/ Brian D. Fairbank
Name:
Brian D. Fairbank 
Title: President and
Chief 
         Executive
Officer




EXHIBIT A

CONSENT OF THE BOARD OF DIRECTORS




UNANIMOUS WRITTEN CONSENT 
OF
THE BOARD OF
DIRECTORS 
OF
NGP BLUE MOUNTAIN HOLDCO LLC, 
a Delaware limited
liability company

           Pursuant
to the authority set forth in Section 18-404(d) of the Delaware Limited
Liability Company Act, the following actions are hereby taken by the unanimous
written consent of the Board of Directors of NGP Blue Mountain Holdco LLC, a
Delaware limited liability company (the “Company”), without a
meeting:

                 WHEREAS,
there has been presented to the Board of Directors of this Company drafts
of:

     (i)      
that certain Development Loan Agreement (the “Loan Agreement”) by
and between this NGP Blue Mountain I LLC, a direct wholly-owned subsidiary of
this Company (“Borrower”), and Glitner Banki hf, a company
incorporated in Iceland (“Lender”);

     (ii)      
that certain Pledge and Security Agreement (the “Pledge Agreement”)
by and between this Company and the Lender and acknowledged by Borrower;
and

     (iii)      
the Contribution Agreement and Assignment and Assumption of Leases, each by and
among Borrower, this Company, Nevada Geothermal Power Company and Nevada
Geothermal Power Inc. (together with the Loan Agreement and the Pledge
Agreement, the “Transaction Documents”); and

     WHEREAS, the Lender under
the Loan Agreement will agree to, among other things, make loans to Borrower, in
an aggregate principal amount of $20,000,000.00, the proceeds of which will be
used to fund Borrower's costs and expenses incurred in the development of the
Project and in accordance with the Development Loan Budget (each as defined in
the Loan Agreement).

     NOW, THEREFORE, BE IT
RESOLVED, that the form, terms and provisions of the Transaction Documents,
the transactions contemplated thereby, the establishment and capitalization of
Borrower by this Company, the incurrence of indebtedness by Borrower and the
granting of the liens by this Company thereunder be, and they hereby are,
approved and adopted in all respects;

     RESOLVED FURTHER, that the
officers of this Company be, and each hereby is, authorized, empowered and
directed in the name and on behalf of the Company to execute and deliver the
Transaction Documents for and on behalf of this Company and to perform the
obligations thereunder, with such changes as the officers of this Company may,
in the exercise of their sole discretion, approve, as evidenced by their
execution thereof;

     RESOLVED FURTHER, that the
officers of this Company be, and each hereby is, authorized, empowered and
directed to take such further action, and to execute, make oath to, acknowledge
and deliver, from time to time in the name and on behalf of this Company
such




other agreements, instruments, certificates or documents
(including each of the Loan Documents referred to in the Loan Agreement to which
this Company is party) and to do or to cause to be done any and all such other
acts and things as such officers may, in their discretion, deem necessary,
proper, appropriate or advisable to consummate the transactions contemplated by
the Transaction Documents and to carry out the intent of the foregoing
resolutions, the taking of such actions to be conclusive evidence that the same
have been authorized and approved by the Board of Directors of this Company;

           RESOLVED
FURTHER, that all acts and things previously done and performed (or caused
to be done and performed) in the name and on behalf of this Company prior to the
date of these resolutions in connection with the Transaction Documents and the
transactions contemplated therein, and the same hereby are, ratified, confirmed
and approved;

           RESOLVED
FURTHER, that persons listed below be and hereby are appointed to the
offices set forth opposite their respective names to have such powers as are
outlined in the Limited Liability Company Agreement of this Company or as may be
directed by the Board of Directors of this Company from time to time
hereafter:


	 	NAME 	OFFICE 
	 	Brian Fairbank 	President and Chief Executive Officer 
	 	Markus Christen 	Vice President 
	 	Andrew Studley 	Chief Financial Officer and Secretary
  



 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




           This
Unanimous Written Consent of the Board of Directors of NGP Blue Mountain Holdco
LLC, a Delaware limited liability company, may be executed in one or more
counterparts, all of which taken together will constitute one and the same
instrument, and shall be effective as of September 19, 2007, and the
undersigned hereby consent to such effective date.

/s/ Brian Fairbank 
Brian
Fairbank

/s/ Andrew Studley 
Andrew
Studley

/s/ Markus Christen 
Markus
Christen




EXHIBIT B

CERTIFICATE OF FORMATION

     Delaware 

The First State

           I,
HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF FORMATION
OF “NGP BLUE MOUNTAIN HOLDCO LLC”, FILED IN THIS OFFICE ON THE FOURTH DAY OF
SEPTEMBER, A.D. 2007, AT 2:10 O'CLOCK P.M.

 

 

 

	4417126 2100 	SECRETARY’S OFFICE 	/s/
      Harriet Smith Windsor 
	  	1793 DELAWARE 1855 	Harriet Smith Windsor, Secretary of 
	070981784 	  	State 
	  	  	  
	  	  	AUTHENTICATION: 8972625 
	  	  	  
	  	  	DATE: 09-04-07 



    

State of Delaware 
Secrets of State 
Division
of Corporations 
Delivered 02:11 PM 09/04/2007 
FILED 02:10 PM
09/04/2007 
SRV 070981784 - 4417126 FILE

	STATE OF DELAWARE 
	CERTIFICATE OF FORMATION 
	OF 
	NGP Blue Mountain Holdco LLC 


           This
certificate of formation of NGP Blue Mountain Holdco LLC (the “Company”) is
being executed by the undersigned, as an authorized person of the Company, for
the purpose of forming a limited liability company pursuant to the Delaware
Limited Liability Company Act.

	1. 	
      The name of the Company is NGP Blue Mountain Holdco
      LLC,

	 	 
	2. 	
      The address of the registered office of the Company in
      the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, DE
      19808. The Company's registered agent for service of process at that
      address is Corporation Service Company,

	 	 
	3. 	
      The Company will have a perpetual
  existence.



           IN
WITNESS WHEREOF, the undersigned, as an authorized person of the Company, has
caused this Certificate of Formation to be duly executed as of the 4th day of
September, 2007.

/s/ Paulette Farquhar

Paulette Farquhar 
Authorized Person




EXHIBIT C

OPERATING AGREEMENT




LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

NGP BLUE MOUNTAIN HOLDCO LLC

           This
Limited Liability Company Operating Agreement (the “Operating
Agreement”), dated as of September 19, 2007 is entered into solely by Nevada
Geothermal Power Company, a Nevada corporation (the “Member”). Except as
otherwise indicated, capitalized terms used herein are defined in Article II
hereof 

           WHEREAS,
the Member desires to enter into this Operating Agreement.

           NOW,
THEREFORE, in consideration of the mutual covenants, promises and agreements
contained herein, the Member hereby agrees as follows:

ARTICLE I

FORMATION OF THE COMPANY

                 Section
1.1 Formation.       The Member
acknowledges that the Certificate of Formation of the Company has been filed, on
its behalf, with the Office of the Secretary of State of Delaware on September
4, 2007. The Member agrees to be bound by and comply with the provisions thereof
and hereof

                 Section
1.2       Principal Place of Business.
The location of the principal place of business of the Company shall be 1755
East Plumb Lane, Suite 220, Reno, Nevada 89502, or such other location as may be
selected from time to time by the Board.

                 Section
1.3       Registered Agent. The
address of the registered office of the Limited Liability Company in the State
of Delaware is 2711 Centerville Road, Suite 400, in the City of Wilmington,
County of New Castle. The name of the registered agent at that address is
Corporation Service Company.

                 Section
1.4       Purpose and Character of
Business. The general purpose of the Company is to engage in any lawful act
or activity for which limited liability companies may be formed under the Law.
The Company shall have all of the powers of a limited liability company set
forth in the Law.

                 Section
1.5       Filings, Reports and
Formalities. The Member shall cause the Company to make all filings and to
submit all reports required to be filed or submitted under the Law with respect
to the Company, and shall cause the Company to make such filings or take such
other actions required under the laws of any jurisdiction where the Company
conducts business. Throughout the term of the Company, the Member shall cause
the Company to comply with all requirements necessary to maintain the limited
liability of the Member under the laws of the State of Delaware and of each
other jurisdiction in which the Company does business.




ARTICLE II

DEFINED TERMS

     The defined terms used in this
Operating Agreement shall, unless the context otherwise requires, have the
meanings specified in this Article 11 or elsewhere in this Operating Agreement.
The singular shall include the plural and the masculine gender shall include the
feminine and the neuter, and vice versa, as the context requires.

     “Affiliate” means, with respect
to any Person, any other Person that controls, is controlled by or is under
common control with such Person.

     “Certificate of Formation” means
the Certificate of Formation of the Company as filed, pursuant to the Law, with
the Secretary of State of the State of Delaware in accordance with Section
1.1.

     “Contributions” mean
contributions made by the Member to the Company, in accordance with Section 3.1
hereof.

     “Interest” as defined under the
Law, means the Member's aggregate rights in the Company, including, without
limitation, the Member's right to a share of the profits and losses of the
Company, the Member's right to receive distributions from the Company and the
right to vote and participate in the management of the Company.

     “Law” means the Delaware Limited
Liability Company Act, Del. Code, tit. 6, 18-101 et seq., as amended from
time to time.

     “Person” as defined in the Law,
means any association, corporation, joint stock company, estate, general
partnership (including any registered limited liability partnership or foreign
limited liability partnership), limited association, limited liability company
(including a professional service limited liability company), foreign limited
liability company (including a foreign professional service limited liability
company), joint venture, limited partnership, natural person, real estate
investment trust, business trust or other trust, custodian, nominee or any other
individual or entity in its own or any representative capacity.

ARTICLE III

CAPITAL CONTRIBUTIONS

                 Section
3.1       Contributions. Upon
execution of this Operating Agreement, the Member will commit to make a
Contribution of certain assets pursuant to the Contribution Agreement entered
into by and among the Member and the Company and the other parties thereto,
dated of even date herewith (the “Contribution Agreement”). In exchange
for such commitment, the Member shall on the date hereof receive 100% of the
Interest in the Company. Except as provided herein, the Member shall not be
obligated to make any additional contribution of capital or assets to the
Company.




                 Section
3.2       Return of Contributions. No
interest shall accrue on any contributions to the capital of the Company. The
Member shall not have the right to withdraw or to be repaid any Contribution
made by the Member except as otherwise provided herein or by the Law.

                 Section
3.3       Member Has No Exclusive Duty to
the Company. This Operating Agreement shall not prohibit the Member from
having other business interests and engaging in other activities in addition to
those relating to the Company. The Company shall not have any right, by virtue
of this Operating Agreement, to share or participate in such other activities of
the Member or to the income or proceeds derived there from. The Member shall not
incur any liability to the Company as a result of engaging in any other business
or venture.

                 Section
3.4       Liability of Member. The
Member shall not be personally liable for the debts, obligations or liabilities
of the Company solely by reason of being the Member of the Company.
Notwithstanding any provision herein to the contrary, in no event shall the
liability of the Member for the debts, obligations or liabilities of the Company
exceed the Member's Contribution.

                 Section
3.5       Membership Interest; Ownership
of Company Property. The Member's Interest in the Company shall be
personal property for all purposes. All property owned by the Company shall be
deemed to be owned by the Company as an entity and the Member shall not be
deemed to own any such property or any portion thereof.

ARTICLE IV

MANAGEMENT OF THE COMPANY

                 Section
4.1       Generally. The Company shall
have a board of directors (the “Board”), comprised of one or more members
(each, a “Director”), all of whom shall be appointed by the Member. The
number of Directors comprising the Board shall initially be three (3), which
Directors shall be Brian Fairbank, Andrew Studley and Markus Christen, and shall
thereafter be set by the Member from time to time. The overall management of the
Company shall be vested exclusively in the Board. Except as provided in Section
4.3 or as otherwise provided in this Operating Agreement, the Member hereby
specifically delegates to the Board its rights and powers to manage and control
the business and affairs of the Company in accordance with the provisions of
Section 18-407 of the Law.

                 Section
4.2       Composition of Board; Meetings
and Approval Requirements.

     (a)       Election
and Removal of Directors. Upon election by the Member, each Director shall
hold office until his or her death, disability, resignation or removal at any
time at the pleasure of the Member. If a vacancy occurs on the Board, the Member
shall, as soon as practicable after the




occurrence of such vacancy, elect a successor so that the Board
remains fully constituted at all times.

     (b)       Meetings.
Regular meetings of the Board shall be held as the Board, by majority vote, may
determine and, if so determined, no notice thereof need be given. Special
meetings of the Board shall be held at the written request of any Director. Any
meeting of the Board may be held by conference telephone call or through similar
communications equipment by means of which all Persons participating in the
meeting are able to hear each other. Participation in a telephonic or video
graphic meeting held pursuant to this section shall constitute presence in
person at such meeting.

     (c)       Notices.
Notices of regularly scheduled meetings of the Board shall not be required
unless the time or place of a particular regular meeting is other than as set
forth in the schedule of annual meetings previously approved by the Board.
Notices of special meetings shall be required and shall state the place, date
and hour of the meeting and the purpose or purposes for which the meeting is
called. Special meetings shall be held at the address specified in the notice of
such meeting or at such other place as shall be agreed by the Directors. Notice
of a special meeting shall be given to each Director not less than two (2) nor
more than fifteen (15) days before the date of the meeting. Directors may waive
in writing the requirements for notice before, at or after the special meeting
involved. The presence of a Director at a meeting shall constitute waiver of
notice of such meeting unless said Director expressly states otherwise at the
outset of such meeting.

     (d)       Quorum.
At each meeting of the Board, the presence in person or by electronic means,
as the case may be, of two (2) of the Directors shall be necessary to constitute
a quorum for the transaction of business by the Board.

     (e)       Approval
Requirements. The Board may act either through the presence of Directors
voting at a meeting or by written consent without a meeting as described in
clause (f) below. In the case of actions taken at a meeting, the affirmative
vote of a majority of the Directors present in person or by electronic means, as
the case may be, and voting at a duly held meeting of the Board where a quorum
is present shall be necessary for any action of the Board.

     (f)       Written
Consents. Any action required or permitted to be taken at a meeting of the
Board may be taken without a meeting, without prior notice and without a vote if
a consent or consents in writing, setting forth the action so taken, shall be
signed by all Directors. Such consents shall be filed with the minutes of the
proceedings of the Board.




                 Section
4.3       Matters Requiring Member
Approval. In addition to any other approval required by applicable law, this
Agreement, or any other written agreement of the Member, and notwithstanding the
provisions of Section 3.1, the following matters shall require the approval of
the Member:

	 	(a) 	
      the making of any capital contributions to the
      Company;

	 	 	 
	 	(b) 	
      amendment of this Operating Agreement;

	 	 	 
	 	(c) 	
      issuance of any Interest certificate; and

	 	 	 
	 	(d) 	
      dissolution of the Company.



The Member may take such action without a meeting, without
prior notice and without a vote if a consent or consents in writing, setting
forth the action so taken, shall be signed by the Member.

                 Section
4.4       Officers. The Board may
appoint individuals as officers of the Company, which may include a Chairman, a
Chief Executive Officer, a President, a Chief Financial Officer, a Secretary and
such other officers (such as a Chief Operating Officer, a Treasurer or any
number of Vice Presidents) as the Board may deem necessary or advisable to
manage the day-to-day business affairs of the Company (the “Officers”).
An individual may be appointed to more than one office. The Officers shall
serve at the pleasure of the Board. To the extent delegated by the Board, the
Officers shall have the authority to act on behalf of, bind and execute and
deliver documents in the name and on behalf of the Company. Such Officers shall
have such authority and responsibility as is generally attributable to the
holders of such offices in corporations incorporated under the laws of
Delaware.

ARTICLE V

TAX TREATMENT 

     The Member intends that, for tax
purposes, the Company will be treated as a disregarded entity and not as an
association taxable as a corporation.

ARTICLE VI

ALLOCATIONS AND DISTRIBUTIONS

                 Section
6.1       Allocation of Profits and
Losses. For each fiscal year (or portion thereof), all items of income,
gain, loss and deduction of the Company shall be allocated to the Member.

                 Section
6.2       Distributions of Cash Flow.
Except as provided in Section 6.3 hereof, cash flow, the availability of which
shall be determined by the Board, shall be distributed to the Member, at such
times and in such amounts as the Board shall determine.




                 Section
6.3       Net Proceeds Upon Liquidation.
Upon the liquidation of the Company, after payment of, or adequate provision
for, the debts and obligations of the Company, the remaining assets of the
Company shall be distributed to the Member.

ARTICLE VII

INSPECTION, RECORDS, CONFIDENTIALITY

                 Section
7.1       Access to Properties. The
Member, and each of its duly authorized employees and representatives, at the
Member's own risk and expense, and subject to the provisions of any third party
management agreement, shall at all reasonable times have access to all Company
assets, activities, operations and records.

                 Section
7.2       Books of Account. Books of
account shall at all times be open to inspection, audit and copying by the
Member or its duly authorized representative.

                 Section
7.3       Confidentiality. All such
records and accounts including reports shall be treated as confidential and the
Member shall take or cause to be taken such reasonable precautions as may be
necessary to prevent the disclosure thereof to any unauthorized Person.

ARTICLE VIII

TRANSFER

                 Section
8.1       Transfer. The Member may
sell, transfer, pledge, make a gift of, or otherwise dispose of or assign all of
its Interest in the Company, and upon such sale, transfer, pledge, gift,
disposal or assignment, the transferee thereof shall become a Member of the
Company.

ARTICLE IX

DISSOLUTION, LIQUIDATION AND TERMINATION

                 Section
9.1       Events of Dissolution. The
Company shall be dissolved, and its affairs shall be wound up, upon the first to
occur of the following:

	(a) 	the date that the Member consents to its
      dissolution; 
	(b) 	the sale, exchange, involuntary conversion, or
      other disposition or transfer of all or substantially all of the assets of
      the Company; or 
	(c) 	the dissolution, bankruptcy or withdrawal of
      the Member. 


                 Section
9.2       Procedures Upon Dissolution.
Upon dissolution of the Company, the Member shall wind up the affairs of the
Company, sell its assets to the extent




necessary to pay its liabilities, and after payment of all
liabilities of the Company (including liabilities to the Member or Affiliate of
the Member, if it is a creditor), shall distribute the remaining assets of the
Company in accordance with Section 6.3 hereof Any distribution made pursuant to
this Section 9.2 shall be made within a reasonable time period.

                 Section
9.3       Termination. Upon the
dissolution and the completion of winding up of the Company, the Member shall
file a Certificate of Dissolution with the Secretary of State of the State of
Delaware in accordance with Section 18-203 of the Law to accomplish the
cancellation of the Certificate of Formation.

ARTICLE X

MISCELLANEOUS

                 Section
10.1       Partial Invalidity. In case
any one or more of the covenants, agreements, or provisions hereof shall be
invalid, illegal, or unenforceable in any respect, the validity of the remaining
covenants, agreements, or provisions hereof shall be in no way affected,
prejudiced, or disturbed thereby.

                 Section
10.2       Notices. All notices or
other communications required or permitted to be given hereunder shall be in
writing, shall be given by mail, return receipt requested, postage prepaid,
prepaid telegram with confirmation of delivery obtained, nationally recognized
overnight delivery service, telecopy with evidence of transmission, or
personally delivered with confirmation of delivery obtained, to the address of
such Person as set forth in the records of the Company.

                 Section
10.3       Amendment. This Operating
Agreement may be modified or amended at any time only upon the consent of the
Member, which shall be evidenced by the Member executing a writing effecting
such amendment.

                 Section
10.4       No Waiver. The failure of
the Member to insist upon strict performance of any provision hereof shall not
constitute a waiver of, or estoppel against asserting, the right to require such
performance in the future, nor shall a waiver or estoppel in any one instance
constitute a waiver or estoppel with respect to a later breach of a similar
nature or otherwise.

                 Section
10.5       Binding Effect; Assignment.
This Operating Agreement shall be binding upon and inure to the benefit of
the Company and the Member and its successors and assigns.

                 Section
10.6       Choice of Law. This
Operating Agreement and all rights and remedies between the parties hereto shall
be governed by and construed in accordance with the laws of the State of
Delaware, without regard to its conflicts of law doctrine.

                 Section
10.7       Entire Agreement. This
Operating Agreement constitutes the entire agreement with respect to the subject
matter contained herein and




supersedes all other prior understandings or agreements, both
written and oral, with respect to the matters contained herein.

[remainder of page intentionally left blank]




     IN WITNESS WHEREOF, the Member
has executed this Operating Agreement with effect on the date set forth in the
first paragraph hereof.

MEMBER:

NEVADA GEOTHERMAL POWER COMPANY, a

Nevada corporation

     /s/
Brian Fairbank 
Name: Brian Fairbank 
Title: President

 

 

S-1
Signature Page to NGP Blue Mountain Holdco LLC Operating
Agreement




EXHIBIT D

INCUMBENCY CERTIFICATE

	NAME 	OFFICE 	SIGNATURE 
	  	  	  
	Brian D. Fairbank 	President and 	  
	  	Chief Executive Officer 	/s/
      Brian D. Fairbank 
	Markcus K. Christen 	Vice President 	  
	  	  	/s/
      Markus K. Christen 
	Andrew Studley 	Chief Financial Officer 	  
	  	And Secretary 	/s/
      Andrew Studley