Exhibit 4.77






Exhibit 4.77 

	 
	 Certain
          portions of this exhibit have been omitted based upon request for confidential
          treatment.  The method used to identify the omitted confidential
          information is: 

	 [THIS INFORMATION HAS BEEN REDACTED].

	 The
          complete exhibit containing the redacted information has been filed
          separately with the Commission.



 

COMMITMENT LETTER

July 24, 2007

CONFIDENTIAL

Nevada Geothermal Power Inc. 
1755 East Plumb Lane 
Suite
220 
Reno, Nevada 89502

                     Re:     
Blue Mountain Geothermal Project Equity Investment

Ladies and Gentlemen:

                              
Nevada Geothermal Power Inc. (“NGP”) has advised MS Greenrock LLC (“MS
Greenrock”) that NGP intends to obtain an equity investment of
approximately $100,000,000 to be used to repay construction loan financing (the
“Construction Loan”) for Phase 1 (up to 31.25 net MW) of the Blue
Mountain Geothermal Project to be located in Nevada (the “Project”).
In connection with the foregoing, you have requested that MS Greenrock
commit to provide to NGP an approximately $100,000,000 equity investment (the
“MS Equity Investment”), subject to the terms and
conditions set forth in this letter agreement (together with the Summary of
Indicative Terms and Conditions (the “Term Sheet”) attached hereto
as Exhibit A, this “Commitment Letter”). Capitalized terms
used but not defined in this Commitment Letter shall have the meanings ascribed
to them in the Term Sheet.

                              
MS Greenrock is a wholly owned subsidiary of Morgan Stanley (“Morgan
Stanley”). Greenrock Capital LLC is the exclusive investment advisor to
MS Greenrock.

                              
1. The MS Equity Investment Commitment.

                              
(a) MS Greenrock is pleased to confirm by this Commitment Letter its commitment
to you to provide the MS Equity Investment on the terms and subject to the
conditions set forth or referred to in this Commitment Letter. Until the
termination of this Commitment Letter, MS Greenrock shall have the exclusive
right to provide the MS Equity Investment, subject to the terms of this
Commitment Letter and NGP will not directly or indirectly solicit, negotiate,
encourage or discuss with any third party any transaction of similar nature to
that contemplated by this Commitment Letter.

                              
(b) The commitment of MS Greenrock described in Section 1(a) herein is subject
to (i) the negotiation, execution and delivery on or before the closing of the
Construction Loan for Phase I of the Project of definitive documentation in
accordance with the terms set forth in the Term Sheet and otherwise reasonably
satisfactory to MS Greenrock; (ii) there not having occurred any change in
applicable law or other effect, condition or occurrence since December 31, 2006
that, individually or in the aggregate, has had or would reasonably be expected
to have a material adverse effect on the federal tax treatment of the Project;
(iii) your compliance, in all material respects, with the terms of this
Commitment Letter; (iv) receipt by MS Greenrock of: (1) an initial geothermal
resource report prepared not earlier than the completion of Well #38-14 from
GeothermEx, Inc. (the “Resource Consultant”)
in form and substance satisfactory to MS Greenrock and (2) a certificate
from an acceptable independent engineer (the “Independent Engineer”)
in the form of Schedule 1 delivered on or about the time such
certificate is provided to the lenders of the Construction Loan; (v) the Project
shall have achieved




“Substantial Completion” as defined in the definitive documents
for the Construction Loan, such definition to require that the Commercial
Operation Date (as defined in the PPA (as defined below)) has occurred
and to otherwise be subject to approval by MS Greenrock, and MS Greenrock shall
have received copies of the respective certificates of the Independent Engineer,
the Resource Consultant and the Borrower (as defined in Schedule 2A), each in
the form set forth in Schedule 2; (vi) the Long-Term Firm Portfolio Energy
Credit and Renewable Power Purchase Agreement between Nevada Power Company and
NGP dated August 18, 2006 (the “PPA ') shall be in full force and effect,
without any amendment, modification or supplement except as expressly approved
in writing by MS Greenrock, and no material breach or default has occurred and
is continuing under the PPA; and (vii) the Construction Loan shall have been
provided by Morgan Stanley.

                              
2. Termination of Commitment Letter. This
Commitment Letter shall automatically terminate on the earlier of: (i) except as
provided in Section 7, the closing date of the MS Equity Investment (the
“Closing Date”); and (ii) the date, if any, on which the parties
hereto mutually agree to terminate this Commitment Letter.

                              
3. Confidentiality. The parties have entered into a
Confidentiality Agreement dated January 25, 2007 (the “Confidentiality
Agreement”). All discussions related to the subject matter hereof shall
be subject to the terms of the Confidentiality Agreement. Moreover, the parties
recognize the potential sensitive nature of the Transactions and agree to
maintain strict confidence regarding all discussions, terms, prospects and
status of the Transactions. No party shall disclose the terms of this Commitment
Letter, the Transactions or the identity of the parties hereto except as
permitted under the terms of the Confidentiality Agreement, except that NGP may
issue a press release identifying MS Greenrock as an investor in the Project,
such press release to be subject to the prior written approval of MS Greenrock
(such approval not to be unreasonably withheld). It is understood that MS
Greenrock may disclose information concurring the Transactions to its outside
consultants or advisors who are engaged to assist MS Greenrock in connection
with the Transactions, and such parties will be subject to the Confidentiality
Agreement. It is also understood that NGP is a public company with
regulatory reporting requirements. Any breach of confidentiality shall be
considered a breach of this Commitment Letter and shall be subject to all
applicable remedies. If required, terms requiring more specific confidentiality
provisions shall be set forth in the final documents.

                              
Notwithstanding anything herein to the contrary, the parties agree that NGP (and
NGP's employees, representatives or other agents) may disclose to any and all
persons, without limitation of any kind from the commencement of discussions,
the U.S. federal and state income tax treatment and tax structure of the
transaction and all materials of any kind (including opinions or other tax
analyses) that are provided to NGP relating to such tax treatment and tax
structure, except where confidentiality is reasonably necessary to comply with
securities laws. For this purpose, “tax structure” is limited to facts relevant
to the U.S. federal and state income tax treatment of the transaction and does
not include information relating to the identity of the parties, their
affiliates, agents and advisors.

                              
4. Information. You agree promptly to prepare and provide to MS
Greenrock all information reasonably available to you with respect to NGP, the
Project and the Transactions, as MS Greenrock may reasonably request. You hereby
represent that (i) all written information, taken as a whole (the
“Information”), that has been or will be made available to MS Greenrock
by you or any of your representatives was or will be (as the case may be), as of
the date furnished, true, complete and correct in all material respects and did
not or will not (as the case may be), as of the date furnished, contain any
untrue statement of a material fact or omit to state a material fact necessary
in order to make the statements contained therein not materially misleading in
light of the circumstances under which such statements were or are (as the case
may be) made and (ii) any financial information and projections that




have been or will be made available to MS Greenrock by you or
any of your representatives have been or will be (as the case may be) prepared
in good faith based upon generally accepted accounting principles and reasonable
assumptions. If, at any time from the date hereof until the Closing Date, any of
the representations and warranties in the preceding sentence would be incorrect
in any material respect if the Information were being furnished, and such
representations and warranties were being made, at such time, then you will
promptly supplement the Information so that such representations and warranties
will be correct in all material respects under those circumstances.

                              
5. Indemnification; Expenses. Whether or not any of the
transactions contemplated by this Commitment Letter are consummated, NGP hereby
agrees (i) to indemnify and hold harmless MS Greenrock, Morgan Stanley and their
affiliates and their respective officers, directors, employees, agents,
advisors, controlling persons, members and successors and assigns (each, an
“Indemnified Person”), without duplication, from and against any
and all losses, claims, damages, liabilities and expenses, to which any such
Indemnified Person may become subject arising out of or in connection with this
Commitment Letter, the Transactions, the use of proceeds thereof, the Project,
or any related transaction or any claim, litigation, investigation or proceeding
relating to any of the foregoing, regardless of whether any such Indemnified
Person is a party thereto (and regardless of whether such matter is initiated by
a third party or by you, NGP or any of the respective affiliates of each), and
to reimburse each such Indemnified Person upon demand for any reasonable legal
or other expenses incurred in connection with investigating or defending any of
the foregoing, provided that the foregoing indemnity will not, as to any
Indemnified Person, apply to losses, claims, damages, liabilities or related
expenses (x) to the extent they are found in a final, non-appealable judgment of
a court of competent jurisdiction to have resulted from the willful misconduct
or gross negligence of such Indemnified Person or (y) arising from a material
breach of our obligations under this Commitment Letter and (ii) to reimburse
each of us from time to time, upon presentation of a reasonably detailed summary
statement, for all reasonable out-of-pocket expenses in each case, incurred in
connection with the Transactions and the preparation, negotiation and
enforcement of this Commitment Letter, the definitive documentation for the MS
Equity Investment and any ancillary documents in connection therewith
(including, without limitation, (A) reasonable and documented travel expenses,
(B) any sales, use or similar taxes arising in connection with any matter
referred to in this Commitment Letter, (C) the reasonable and documented fees
and disbursements of external advisors and fees and disbursements of other
consultants hired with your consent, and (D) expenses of our due diligence
investigation). You further agree that, without our prior written consent (which
consent will not be unreasonably withheld), you will not enter into any
settlement of a lawsuit, claim or other proceeding arising out of this
Commitment Letter, the MS Equity Investment, the use of proceeds thereof, the
Project, or any related transaction or any claim, litigation, investigation or
proceeding relating to any of the foregoing, unless such settlement includes an
explicit and unconditional release from the party bringing such lawsuit, claim
or other proceeding of all Indemnified Persons. All reimbursement of
out-of-pocket expenses of any Indemnified Person payable hereunder shall be paid
in immediately available U.S. dollars, free and clear of any deductions,
impositions, withholdings, taxes or otherwise, whether applicable now or in the
future, and without any other deduction, set-off or counterclaim.

                              
6. Right of First Refusal.

                              
(a) NGP hereby grants MS Greenrock a right of first refusal (“ROFR”) to
provide permanent financing to fund Phase 2 (up to 25 net MW) of the Project
(“Phase 2 Equity Investment”) on terms substantially similar to
those set forth in this Commitment Letter (including the Term Sheet) for the MS
Equity Investment for Phase 1 of the Project, subject to the following
procedures: (i) if at any time NGP or any of its affiliates desires to obtain
any Phase 2 Equity Investment, NGP or such affiliate shall first offer the right
to provide such equity investment to MS Greenrock on substantially similar terms
as




those set forth in this Commitment Letter (including the Term
Sheet) for the MS Equity Investment for Phase 1 prior to offering to or
accepting from any other financial institution or other third party unrelated to
MS Greenrock any other proposal for any Phase 2 Equity Investment; (ii) MS
Greenrock shall have thirty (30) days following receipt thereof to reject or
accept in its sole discretion such a proposal from NGP or its affiliate for MS
Greenrock to provide a Phase 2 Equity Investment; (iii) if MS Greenrock accepts
such proposal, the parties shall proceed in good faith to attempt to consummate
such transaction on the terms set forth in the proposal; and (iv) if MS
Greenrock rejects such proposal (other than because the terms of such proposal
are not substantially similar to those set forth in this Commitment Letter), NGP
may consummate the Phase 2 Equity Investment with any other person and the ROFR
shall be terminated.

                              
(b) In the event that Phase 2 of the Project is not being constructed, NGP
hereby grants MS Greenrock a ROFR to provide permanent financing to fund any
other project or projects that is next constructed by NGP or any of its
affiliates following Phase I of the Project that is at least 25 MWs in net
capacity (such project or projects individually or in the aggregate, an
“Additional Project”), subject to the following procedures: (i) if
at any time NGP or any of its affiliates desires to obtain equity to fund any
Additional Project, NGP or such affiliate shall first offer the right to provide
such equity investment to MS Greenrock prior to offering to or accepting from
any other financial institution or other third party unrelated to MS Greenrock
any other proposal for any equity investment for such Additional Project; (ii)
any such proposal shall include all material terms and conditions of the
proposed equity investment, including the proposed amount of the investment,
structure, rate of return, commitment termination date and closing date for the
transaction; (iii) MS Greenrock shall have thirty (30) days following receipt
thereof to reject or accept in its sole discretion such a proposal from NGP or
its affiliate for MS Greenrock to provide an equity investment for any
Additional Project; (iv) if MS Greenrock accepts such proposal, the parties
shall proceed in good faith to attempt to consummate such transaction on the
terms set forth in the proposal; (v) if MS Greenrock rejects such proposal, NGP
may consummate the equity investment for the Additional Project with any other
person and the ROFR shall be terminated, except that the proposal to such other
person shall contain no terms materially more favorable to the other person than
the terms proposed to MS Greenrock and, if NGP or its affiliate at any time
thereafter modifies its proposal to be materially more favorable to the proposed
equity investor, then NGP or its affiliate shall again first offer such revised
proposal to MS Greenrock prior to offering it to any other person, in accordance
with the procedures of this paragraph (b) above.

                              
7. Survival. The provisions of Sections 3, 5, 6, S and
9(b), fe), and fn below shall survive the expiration or termination of
any commitment hereunder or this Commitment Letter (including any extensions)
and the execution and delivery of definitive documentation for the MS Equity
Investment.

                              
8. Choice of Law; Jurisdiction; Waivers. This Commitment Letter
shall be governed by and construed in accordance with the laws of the State of
New York. To the fullest extent permitted by applicable law, each of the parties
hereto hereby irrevocably submits to the non-exclusive jurisdiction of any New
York State court or federal court sitting in the Borough of Manhattan in respect
of any suit, action or proceeding arising out of or relating to the provisions
of this Commitment Letter or the Transactions and irrevocably agrees that all
claims in respect of any such suit, action or proceeding may be heard and
determined in any such court. The parties hereto hereby waive, to the fullest
extent permitted by applicable law, any objection that they may now or hereafter
have to the laying of venue of any such suit, action or proceeding brought in
any such court, and any claim that any such suit, action or proceeding brought
in any such court has been brought in an inconvenient forum. The parties hereto
hereby waive, to the fullest extent permitted by applicable law, any right to
trial by jury with respect to any action or proceeding arising out of or
relating to this Commitment Letter or the Transactions.




                              
9. Miscellaneous.

                              
(a) This Commitment Letter may be executed in one or more counterparts, each of
which will be deemed an original, but all of which taken together will
constitute one and the same instrument. Delivery of an executed signature page
of this Commitment Letter by facsimile or electronic transmission (including
portable document format (“pdf')) shall be effective as delivery of a manually
executed counterpart hereof.

                              
(b) NGP may not assign any of its rights or obligations hereunder without the
prior written consent of MS Greenrock. MS Greenrock may not assign any of its
rights and obligations hereunder without the prior written consent of NGP (such
consent not to be unreasonably withheld), except that MS Greenrock may assign
its rights and obligations to an affiliate of like credit-quality without the
consent of (but with notice to) NGP.

                              
(c) This Commitment Letter sets forth the entire understanding of the parties
hereto as to the scope of the MS Equity Investment and the obligations of MS
Greenrock hereunder. Except as set forth in Section 3 above, this Commitment
Letter shall supersede all prior understandings and proposals, whether written
or oral, between MS Greenrock and you relating to the MS Equity Investment or
the Transactions contemplated hereby. Time is of the essence in the performance
of the terms of this Commitment Letter.

                              
(d) This Commitment Letter has been and is made solely for the benefit of the
parties hereto, the indemnified persons, and their respective successors and
assigns, and nothing in this Commitment Letter, expressed or implied, is
intended to confer or does confer on any other person or entity any rights or
remedies under or by reason of this Commitment Letter or the agreements of the
parties contained herein.

                              
(e) NGP acknowledges that none of MS Greenrock, Morgan Stanley or any of their
affiliates is an advisor as to legal, tax, accounting or regulatory
matters in any jurisdiction. NGP also acknowledges that it has consulted with
its own advisors concerning such matters and shall be responsible for making its
own independent investigation and appraisal of this Commitment Letter and the
Transactions, and none of MS Greenrock, Morgan Stanley or any of their
affiliates shall have any responsibility or liability to NGP (or any of its
affiliates) with respect thereto. NGP agrees that it is capable of evaluating
the merits and risks of the Transactions and that it understands and accepts the
terms, conditions and risks of the Transactions. MS Greenrock, Morgan Stanley
and any of their affiliates agree that they are capable of evaluating the merits
and risks of the Transactions and that it understands and accepts the terms,
conditions and risks of the Transactions.

                              
(f) You acknowledge that MS Greenrock, Morgan Stanley and their respective
affiliates (the term “Commitment Party” as used below in this
paragraph being understood to include all such affiliates) may be providing debt
financing, equity capital or other services (including financial advisory
services) to other companies in respect of which you may have conflicting
interests regarding the Transactions contemplated hereby or otherwise. You
acknowledge that no Commitment Party has any obligation to use in connection
with the Transactions contemplated hereby, or to furnish to you, confidential
information obtained from other companies. You further acknowledge that certain
of the Commitment Parties may be (or may be affiliated with) full service
financial firms and as such from time to time may effect transactions for their
own account or the account of customers, and hold long or short positions in
debt or equity securities or loans of companies that may be the subject of the
Transactions contemplated by this Commitment Letter. MS Greenrock may employ the
services of its affiliates in connection with the Transactions, and may exchange
with its affiliates information concerning you and




the other companies that may be the subject of the transactions
contemplated hereby, and, to the extent so employed, such affiliates shall be
entitled to the benefits afforded MS Greenrock hereunder.

                              
(g) Each of the parties hereto represents and warrants to the other party hereto
and its respective successors and permitted assigns that (i) it has all
requisite power and authority to enter into this Commitment Letter and (ii) this
Commitment Letter has been duly and validly authorized by all necessary action
on the part of such party, has been duly executed and delivered by such party
and constitutes a legally valid and binding agreement of such party, enforceable
against it in accordance with its terms, except as enforcement may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or other similar
laws relating to or affecting the rights of creditors generally or by general
principles of equity.

[Remainder of page intentionally blank. Next page is
signature page]




If the foregoing correctly sets forth our agreement, please
indicate your acceptance of the terms hereof (including the Term Sheet) by
returning to us executed counterparts of this Commitment Letter,

	 	Very truly yours, 
	 	MS GREENROCK LLC 
	 	  



 Accepted and agreed to as of the date first above written: 

NEVADA GEOTHERMAL POWER INC.

By:   /s/ Brian Fairbank    

   Name:   Brian Fairbank    

   Title:   President    




If the foregoing correctly sets forth our agreement, please
indicate your acceptance of the terms hereof (including the Term Sheet) by
returning to us executed counterparts of this Commitment Letter.

	 	 Very truly yours, 
	 	  
	 	  
	 	 MS GREENROCK LLC 
	 	 
	 	  
	 	By:   /s/Aaron Lubowitz    
	 	         Name:   Aaron Lubowitz    
	 	         Title:   Managing Director    


Accepted and agreed to as of the 
date first above
written:

NEVADA GEOTHERMAL POWER INC.




Summary of

Indicative Terms and Conditions

Equity Investment for Phase 1 of the Blue Mountain
Geothermal Project

This Summary of Indicative Terms and Conditions is subject to
the terms and conditions of the Commitment Letter dated as of July 24, 2007.
Capitalized terms used but not defined herein shall have the meaning ascribed to
such terms in the Commitment Letter.

Subject to the terms and conditions contained in the Commitment
Letter, herein and in the definitive legal documentation, MS Greenrock and NGP
will jointly provide an equity investment of approximately $121,000,000
(“Equity Investment”). MS Greenock's portion of the Equity
Investment will represent approximately 83% of the total Equity Investment, or
approximately $100,000,000 (the “MS Equity Investment”),
which will be used to repay the Construction Loan and fees and accrued
interest thereon. NGP's portion of the Equity Investment will represent
approximately 17% of the total Equity Investment, or approximately $21,000,000,
which shall consist of NGP's existing equity (“Existing Equity”).
The Equity Investment proposal is based on a waterfall flip structure
that will optimally allocate cash, Production Tax Credits (“PTCs”) and
all other tax benefits between NGP and MS Greenrock as follows:

     a. All distributable cash
(“Operating Income”) during the initial years of commercial
operation of the Project first will be allocated to NGP until NGP has received
the return of its Existing Equity investment estimated to be approximately
$21,000,000 (subject to adjustment at COD (as defined below) to reflect the
mutually agreed upon actual amount of Project costs that have been funded by NGP
equity as of COD). The return of this Existing Equity is projected to occur
prior to or during the year in which the third anniversary of the commercial
operation date (“COD”) of the Project shall occur. Upon NGP receiving a return
of its Existing Equity, all Operating Income then will be allocated to MS
Greenrock until the Flip Point Date as defined below in paragraph (d) below.

     b. During the first ten years of
commercial operation of the Project and subject to the conditions outlined below
and to be outlined in the O&M Agreement for the Project, NGP, as operator
will receive operator incentive payments (“Operator Incentive Payments”),
which will be calculated as [THIS INFORMATION HAS BEEN
REDACTED].of annual project gross revenues. During the period prior to MS
Greenrock achieving its Target Return as defined in paragraph (d) below, the
Operator Incentive Payment shall be subject to a cumulative aggregate cap
(“Cap”) [THIS INFORMATION HAS BEEN REDACTED]..

     c. If this Cap is reached prior
to MS Greenrock achieving its Target Return, further Operator Incentive Payments
shall not be paid to NGP until MS Greenrock has achieved its Target Return. In
the event that MS Greenrock achieves its Target Return prior to the end of the
year in which the tenth anniversary of the COD of the Project occurs (“year
10”), NGP shall continue receiving Operator Incentive Payments until the end
of year 10 and the Cap shall not apply. The Operator Incentive Payments shall
not continue beyond the end of year 10. Both parties agree that the incentive is
designed for MS Greeenrock to achieve its Target Return at the end of year 10.
Prior to COD, the Operator Incentive Payments or respective Equity Commitments
may be adjusted based on any changes in the project economics. The Operator
Incentive Payments shall also be subject to MS Greenrock receiving within a I0%
range the anticipated aggregate Operating Income based upon projections provided
by NGP. In the event that the Project underperforms and MS Greenock's realized
Operating Income falls below 90% of the projected aggregate Operating Income,
the Operator Incentive Payment shall be reduced by the shortfall below 90% until
such time that MS Greenrock is within a 10% range of the




projected aggregate Operating Income, However in no event shall
the Operator Incentive Payments be reduced below 10% of project revenues. Such
methodology to be more fully defined in the definitive documents for the Term
Financing, including the O&M Agreement. Any “true up” described above will
be done at the end of each relevant calendar year,

     d. To the maximum extent allowed
by IRS regulations, all PTCs and tax benefits (in the form of, including, but
not limited to, accelerated depreciation, depletion allowance, etc.) or
liabilities will be allocated to MS Greenrock until the Flip Point Date (“FPD”)
which is defined as the later of the end of year 10 or the date at which. MS
Greenrock achieves its Target Return, The target return is defined as an
[THIS INFORMATION HAS BEEN REDACTED] after-tax, internal rate of return
(“Target Return”) on the amount of the MS Equity Investment, The Target
Return is to be adjusted upward or downward subject to any
increase/decrease in the 5 year LIBOR rate between the execution date of the
Commitment Letter and twelve months after the initial funding of the
Construction Loan, The adjustment shall be equal to 50% of any increase/decrease
in the 5 year LIBOR rate as referenced by Bloomberg on page IRSB or its
equivalent at the time.

     e. After the Flip Point Date, NGP
will assume a 95% majority project equity interest and MS Greenrock will assume
a 5% project equity interest with corresponding allocations of Operating Income
and tax benefits/tax liabilities.

     f. MS Greenrock's obligation to
consummate the transactions contemplated on the Closing Date shall be subject to
customary conditions precedent.

     g. NGP will have the option after
the Flip Point Date to purchase the MS Greenrock project interest at fair market
value. The fair market value will be determined by the average of three
valuations as estimated by three Independent Experts, The Independent
Experts shall be chosen one by NGP, one by MS Greenrock, and one which the two
Independent Experts must mutually agree upon.

     h. This structure represents the
parties' current understanding of permissible partnership allocation methods. If
prior to the COD either party is advised by its tax counsel that adjustments
need to be made to this structure, the parties will negotiate in good faith to
come to mutually agreeable terms.

     i. The parties agree that if MS
Greenrock's tax counsel guidance indicates that the minimum residual interest
after the FPD may be no less than 10% for either partner, the Target Return
shall [THIS INFORMATION HAS BEEN REDACTED]. the Operator Incentive
Payments shall be [THIS INFORMATION HAS BEEN REDACTED].of annual project
revenues, the Cap shall be [THIS INFORMATION HAS BEEN REDACTED]., the
residual equity interest for NGP shall he 90%, and the residual equity interest
for MS Greenrock shall be 10%.

     j. MS Greenrock shall have the
right to appoint a representative to the Project Technical Committee to
represent its interests as a provider of the long term equity. Meetings shall be
held no less than semi-annually. The MS Greenrock representative may be changed
upon notice by MS Greenrock. The expenses of such representative shall be borne
one-half by NGP and one-half by MS Greenrock. MS Greenrock shall also have
observation rights.

     k. The limited liability company
agreement for the company to which the Equity Investment is made shall contain
customary provisions to protect minority voting rights and transfer restrictions
that are customary for projects of this type.




SCHEDULE 1

[Letterhead of IE]

INDEPENDENT ENGINEER CERTIFICATE FOR INITIAL DISBURSEMENT

[BLUE MOUNTAIN GEOTHERMAL PROJECT]

Morgan Stanley Senior Funding Inc. 
[Address]

MS Greenock LLC 
[Address]

Ladies and Gentlemen:

The undersigned certifies that he is a duly authorized
representative of ____________ (the “Independent Engineer”), and as such
is authorized to execute and deliver this Certificate on behalf of the
Independent Engineer, pursuant to the [ ] Credit Agreement, dated as of, 2007
(the “[ ] Credit Agreement”) among [Blue Mountain Geothermal Power
LLC] (the “Borrower”), the Agent and the Banks and the [Equity
Contribution Agreement, dated as of _____, 200 (the “Contribution
Agreement”), among MS Greenock LLC, a limited liability company organized
and existing under the laws of _____ (“MS Greenock”) and [Blue Mountain
Geothermal Power LLC], a [limited liability company] organized and existing
under the laws of ______]. Unless otherwise defined herein, all capitalized
terms used herein have the meanings assigned to those terms in the Credit
Agreement. The undersigned, on behalf of the Independent Engineer, hereby
certifies as follows:

	 1. 	
      The Independent Engineer's Report, dated has been issued.
      We are of the opinion that, as of the date hereof:

	 	 	 
	 	A. 	
      The technology employed in the design of the Project is
      suitable and conforms to industry accepted standards and
  practices.

	 	 	 
	 	B. 	
      The Project is expected to achieve the projected
      performance standards with respect to expected capacity, reliability and
      efficiency while satisfying all applicable environmental
    requirements.

	 	 	 
	 	C. 	
      The Project construction schedule during the construction
      period for the Project is reasonable and achievable, and supports the
      contractual requirements of the EPC Contract and Power Contract and is
      adequately reflected in the financial model.

	 	 	 
	 	D. 	
      The Project construction budget is reasonable and should
      be adequate to support the construction of the Project, and is accurately
      reflected in the financial model.

	 	 	 
	 	E. 	
      The requirements of the EPC Contract and the Power
      Contract are reasonable and consistent with one another.

	 	 	 
	 	F. 	
      The financial model is based upon technical assumptions
      which are reasonable and achievable (including operation and maintenance
      costs). Sensitivity analyses indicate that selected variables affecting
      revenues and operating expenses are not expected
to







materially impact the ability of the
Project to meet the economics set forth in the financial model.

	 	G. 	
      The EPC Contract liquidated damage amounts related to
      performance and schedule are typical of projects of this type. 

	 	  	
       

	 	H. 	
      The performance testing requirements in the EPC Contract
      are adequately defined and should demonstrate that the Project has
      satisfied all contractual performance guarantees and can safely and
      reliably produce electrical power. 

	 	 	
       

	 	I. 	
      The EPC Contract appropriately stipulates compliance with
      all applicable environmental laws and regulations. All governmental
      approvals and permits identified by the Borrower as being required for the
      construction and operation of the Project either have been obtained and
      the Project should be able to comply with the technical requirements
      therein or have been applied for and should be obtained in due course
      without adversely affecting the completion schedule for the Project and
      the Project's ability to enter into commercial operation in compliance
      with the technical requirements therein. 

	 	  	
       

	 	J. 	
      The EPC Contractor and the Operator possess the
      experience to successfully design, construct, manage, operate and maintain
      and otherwise execute the proposed Project as contemplated in the Credit
      Agreement. 

	 	  	
       

	 	K. 	
      The EPC Contract conforms in all material respects with
      the standards set forth in Schedule 1 to the
      [        ] Credit Agreement (as
      currently in effect). 



The information contained herein is for the benefit of MSSF as
Agent and may be relied upon for the purposes of the Credit Agreement and is for
the benefit of MS Greenrock and its successors and assigns under the
Contribution Agreement and may be relied upon for purposes of the Contribution
Agreement.

     IN WITNESS WHEREOF, the
undersigned has executed this certificate on the day of ________, 2 0 0 .

	 	[IE] 
	 	  
	 	  
	 	  
	 	  
	 	By:                                                                     
      
	 	           
           Name: 
	 	           
           Title: 






SCHEDULE 2A

[Letterhead of IE]

INDEPENDENT ENGINEER SUBSTANTIAL COMPLETION
CERTIFICATE

[Blue Mountain Geothermal Project]

Morgan Stanley Senior Funding 
[Address] 
MS Greenrock
LLC 
[Address] 

Ladies and Gentlemen:

     The undersigned certifies that he
is a duly authorized representative of _______________(the “Independent
Engineer”), and as such is authorized to execute and deliver this
Certificate on behalf of the Independent Engineer, pursuant to the [ ] Credit
Agreement, dated as of _____, 2007 (the “[ 1 Credit Agreement”) among
[Blue Mountain Geothermal Power LLC] (the “Borrower”), the Agent and the
Banks and the [Equity Contribution Agreement, dated as of_______, 200_ (the
“Contribution Agreement”), among MS Greenrock LLC, a limited liability
company organized and existing under the laws of ______ (“MS Greenrock”)
and [Blue Mountain Geothermal Power LLC], a [limited liability company]
organized and existing under the laws of 1. Unless otherwise defined
herein, all capitalized terms used herein have the meanings assigned to those
terms in the Credit Agreement. The undersigned, on behalf of the Independent
Engineer, hereby certifies as follows:

	 	1. 	
      We have reviewed the requirements of Substantial
      Completion as defined in the EPC Contract.

	 	 	 
	 	2. 	
      We have reviewed the material and data made available to
      us by EPC Contractor, the Borrower and their representatives.

	 	 	 
	 	3. 	
      To the extent practical, we have reviewed the
      engineering, procurement, and construction for the Project and in the
      course of this review we have not discovered any material errors or
      omissions in the work performed to date.

	 	 	 
	 	4. 	
      To the extent practical, we have observed the Performance
      Tests (as defined in the [ EPC Contract) and reviewed the results
      thereof and are of the opinion that the Performance Tests have been
      conducted in accordance with the agreed upon test protocols, such
      Performance Tests have been completed and the Project at least meets all
      of the [Performance Guarantees] (as defined in the [ 1 EPC
      Contract). The Performance Tests and Performance Guarantees include at a
      minimum the performance tests required in order to achieve the Commercial
      Operation Date as set forth in the PPA.

	 	 	 
	 	5. 	
      We have reviewed all governmental approvals and permits
      identified by the Borrower as being required for the construction and
      operation of the Project, including without limitation, emissions
      operating permits, and are of the opinion








	 		
      that the Project as completed is in compliance in all
      material respects with the environmental and technical requirements
      contained therein.

	 	 	 
	 	6. 	
      Based on our review of the aforementioned information and
      of data provided to us by others which we have not independently verified,
      we are of the opinion that, as of , Substantial Completion has occurred as
      defined in the [ ]EPC Contract.

	 	 	 
	 	7. 	
      The care, custody and risk of loss of the Project were
      turned over to the Borrower under the EPC Contract by

	 	 	 
	 	8. 	
      The Mechanical Completion Tests set forth in Exhibit 7 of
      the PPA were completed on

	 	 	 
	 	9. 	
      Synchronization of the Project with the electric power
      grid, complete with the transmission of electric power (in acceptable form
      and quality for interconnection to the grid) from the Project to the grid
      for a minimum of one hour while operating, occurred on

	 	 	 
	 	10. 	
      The Project achieved the Commercial Operation Date (as
      defined in the PPA) on

	 	 	 
	 	11. 	
      The only remaining [construction items/Punch List items]
      that are not complete (a) are not material to the operation of the Project
      and (b) do not impair the performance, operability, safety or mechanical
      or electrical integrity of the Project and sufficient funds have been
      withheld under the [ ] EPC Contract to fund the completion of all such
      work on a timely basis.

	 	 	 
	 	12. 	
      As set forth on the attached Appendix A, the estimated
      cost to complete the remaining [construction items/Punch List items] is $
      _________________



The information contained herein is for the benefit of MSSF as
Agent and may be relied upon for the purposes of the Credit Agreement and is for
the benefit of MS Greenrock and its successors and assigns under the
Contribution Agreement and may be relied upon for the purpose of meeting the
requirements of Substantial Completion pursuant to the Credit Agreement and the
Contribution Agreement.

      IN WITNESS WHEREOF, the
undersigned has executed this certificate on the day of __, 200.

	 	By: 
	 	           
             Name: 
	 	           
             Title: 






SCHEDULE 2B

[Letterhead of Geothermex]

GEOTHERMAL RESOURCE CONSULTANT SUBSTANTIAL COM[PLETION
CERTIFICATE 
[GEOTHERMEX TO REVIEW]

[Blue Mountain Geothermal Project]

Morgan Stanley Senior Funding 
[Address] 
MS Greenrock
LLC 
[Address]

Ladies and Gentlemen:

     The undersigned certifies that he
is a duly authorized representative of _______________(the “Independent
Engineer”), and as such is authorized to execute and deliver this
Certificate on behalf of the Independent Engineer, pursuant to the [ ] Credit
Agreement, dated as of 2007 (the ___ 1 Credit Agreement”) among [Blue
Mountain Geothermal Power LLC] (the “Borrower”), the Agent and the Banks
and the [Equity Contribution Agreement, dated as of _____, 200_ (the
“Contribution Agreement”), among MS Greenrock LLC, a limited liability
company organized and existing under the laws of _____ (“MS Greenrock”)
and [Blue Mountain Geothermal Power LLC], a [limited liability company]
organized and existing under the laws of [ ]. Unless otherwise defined herein,
all capitalized terms used herein have the meanings assigned to those terms in
the Credit Agreement. The undersigned, on behalf of the Resource Consultant,
hereby certifies as follows:

     1.   We have reviewed
the well-drilling and development of the geothermal resource for the Project
through the date hereof.

     2.   Based on our
review of both the aforementioned and information and data provided to us by the
Borrower, and such other investigation as we deemed necessary, and the
understanding and assumption that we have been provided true, correct and
complete information, we are of the opinion that, as of the date hereof:

	 	A. 	
      The size, quality and expected life of the geothermal
      resource located at the site for the Project that is expected to be proven
      for the purposes of providing thermal energy to the Specified Unit in its
      proposed design is approximately 25 net Mw or more through the Flip Point
      Date (as defined in the Contribution Agreement) (the “Expected
      Capacity”). A minimum of _% of wellhead capacity is available for the
      Project.

	 	 	 
	 	B. 	
      The estimated production and injection characteristics of
      the wells developed for the Project are expected to be sufficient to
      provide the Expected Capacity.

	 	 	 
	 	C. 	
      The quality (as to dissolved solids, chemical composition
      of brine, non-condensible or noxious gases and similar items) of the
      geothermal resource that is currently expected to be utilized for the
      Project is not expected to impair the ability of the Specified Unit to
      generate the Expected Capacity.








	 	D. 	
      The projected operating budget that is currently expected
      to be utilized for the Project provides adequate funds for the expected
      level of resource maintenance, make-up drilling, field operation and
      maintenance and capital expenditures that the Project will require in
      order to generate the Expected Capacity.



The information contained herein is for the benefit of MSSF as
Agent and may be relied upon for the purposes of the Credit Agreement and is for
the benefit of MS Greenrock and its successors and assigns under the
Contribution Agreement and may be relied upon for the purpose of meeting the
requirements of Substantial Completion pursuant to the Credit Agreement and the
Contribution Agreement.

     IN WITNESS WHEREOF, the
undersigned has executed this certificate on the day of _______, 2 0
0      .

	 	[ 	           
               ] 
	 	  	  
	 	By 	                                                             
      
	 	  	Name: 
	 	  	Title: 






SCHEDULE 2C

Morgan Stanley Senior Funding [
Address] 
MS Greenrock
LLC 
[Address]

Re: Substantial Completion

Ladies and Gentlemen:

     The undersigned certifies that he
is a duly authorized representative of _______________(the “Independent
Engineer”), and as such is authorized to execute and deliver this
Certificate on behalf of the Independent Engineer, pursuant to the [ ] Credit
Agreement, dated as of 2007 (the “[ ] Credit Agreement”) among [Blue Mountain
Geothermal Power LLC] (the “Borrower”), the Agent and the Banks and the
[Equity Contribution Agreement, dated as of 200_ (the “Contribution
Agreement”), among MS Greenrock LLC, a limited liability company organized
and existing under the laws of_______ (“MS Greenrock”) and [Blue Mountain
Geothermal Power LLC], a [limited liability company] organized and existing
under the laws of _______]. Unless otherwise defined herein, all capitalized
terms used herein have the meanings assigned to those terms in the Credit
Agreement. The undersigned, on behalf of the Borrower, hereby certifies as
follows:

                              
1. _______ No Default or Event of Default (as such terms are defined in the
Credit Agreement) has occurred and is continuing;

                              
2. The representations and warranties of the Borrower as borrower under the
Credit Agreement are true and correct in all material respects;

                              
3. There is no pending or, to the best of the undersigned's knowledge,
threatened litigation, dispute, arbitration or governmental proceeding against
the Borrower, that could reasonably be expected to have a Material Adverse
Effect;

                              
4. There is, or has been, no material adverse change in the Projected Costs for
the Project, provided no increase in the Projected Costs for the Project
shall be a material adverse change if funds have been provided to the Borrower,
in each case, in an amount at least equal to such increase in costs.

                              
IN WITNESS WHEREOF, I have hereunto set my hand this _______day of
200        .

	 	[BORROWER] 
	 	  
	 	By: ____________________________ 
	 	Name: 
	 	Title: