Filed by Electronic Data Filing Inc. (604) 879-9956 - Nevada Geothermal - Exhibit 4.69









Exhibit 4.69

EXECUTION COPY

PLEDGE AND SECURITY AGREEMENT

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").

RECITALS:

     WHEREAS, pursuant to the
Loan Agreement, the Lender has agreed to make Loans to the Borrower upon the
terms and subject to the conditions set forth therein, to be evidenced by the
Note issued by the Borrower under the Loan Agreement;

     WHEREAS, the Pledgor is the legal
and beneficial owner of the Pledged Interests (as hereinafter defined) issued by
the Borrower; and

     WHEREAS, it is a condition
precedent to the obligation of the Lender to make the Loans to the Borrower
under the Loan Agreement that the Pledgor shall have executed and delivered this
Agreement to the Lender.

     NOW, THEREFORE, in
consideration of the premises and to induce the Lender to enter into the Loan
Agreement and to induce the Lender to make its Loans under the Loan Agreement,
the Pledgor hereby agrees with the Lender, as follows:

	SECTION 1. 	DEFINED TERMS 


(a) Unless otherwise defined herein, terms defined in the Loan
Agreement and used herein shall have the meanings given to them in the Loan
Agreement.

(b) The following terms shall have the following meanings:

     "Agreement" shall mean
this Pledge and Security Agreement, as the same may be amended, modified or
otherwise supplemented from time to time.

     "Code" shall mean the
Uniform Commercial Code from time to time in effect in the State of New
York.

     "Collateral" shall have the
meaning set forth in Section 2.

     "Collateral Account" shall
mean any account established to hold money Proceeds, maintained under the sole
dominion and control of the Lender.

     "Pledged Interests" shall
mean the percentage of the membership interests listed on Schedule 1
hereto, together with all certificates, instruments or other documents,
options or rights of any nature whatsoever in respect thereof that may be issued
or granted, if any, by the Borrower to the Pledgor while this Agreement is in
effect.






     "Proceeds" shall mean all
"proceeds" as such term is defined in the Code on the date hereof and, in any
event, shall include, without limitation, all dividends or other income from the
Pledged Interests, collections thereon or distributions with respect
thereto.

	SECTION 2. 	PLEDGE; GRANT OF SECURITY INTEREST.
  


     (a) To secure the payment and/or
performance, as the case may be, in full of the Obligations, whether at stated
maturity, by acceleration or otherwise, the Pledgor hereby pledges, and grants
to the Lender, a lien on and a first-priority security interest in all of its
right, title and interest in and to all of the Pledged Interests, whether now
owned or in the future acquired by it and whether now existing or in the future
coming into existence and wherever located, together with, in each case:

     (i) all shares, securities, and
rights to receive moneys or property representing a dividend on any of the
Pledged Interests or a distribution or return of capital upon or in respect of
the Pledged Interests (it being understood that, notwithstanding anything to the
contrary herein, the Pledgor shall be entitled to receive and retain free and
clear of the security interest granted hereby any and all dividends,
reimbursements of equity and other distributions paid on or distributed in
respect of the Pledged Interests to the extent and only to the extent that all
such dividends, reimbursements of equity and other distributions are permitted
by, and otherwise paid or distributed in accordance with, the terms and
conditions of the Loan Agreement), and

     (i) all payments, proceeds,
rents, profits, income, benefits, substitutions and replacements of and to any
of the property of Pledgor described in the preceding clauses of this Section 2
(including all causes of action, claims and warranties now or hereafter held by
such Pledger in respect of any of the items listed above) and, to the extent
related to any property described in said clauses or such proceeds, all assets,
interests, rights, books, correspondence, credit files, records, invoices and
other documents and instruments, including all tapes, cards, computer runs and
other papers and documents in the possession or under the control of such
Pledgor or any computer bureau or service company from time to time acting for
such Pledgor (collectively, but exclusive of any dividends, reimbursements of
equity or other distributions described in the parenthetical in clause (i)
above, the "Collateral").

     (b) Pledgor shall deliver to the
Lender all certificates representing the Pledged Interests concurrently with the
execution and delivery of this Agreement.

SECTION 3. REPRESENTATIONS AND WARRANTIES. To induce the Lender
to enter into the Loan Agreement and to induce the Lender to make available the
Loans to the Borrower thereunder, the Pledger hereby represents and warrants to
the Lender that:

     (a) Due Organization, etc.
The Pledger (i) is a limited liability company duly organized, validly
existing and in good standing under the laws of its jurisdiction of
organization, and (ii) has the requisite power and authority to own its assets
and to execute, deliver and perform the terms of this Agreement.

     (b) Due Authorization;
Enforceability etc. This Agreement has been duly executed and delivered by
the Pledgor and constitutes the legally valid and binding obligation of the
Pledgor enforceable against it in accordance with its terms (except to the
extent that such enforcement may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or

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similar laws affecting the enforcement of creditors' rights
generally and by general principles of equity (whether enforcement is sought by
proceedings in equity or at law)).
     (c) Non Contravention.
Neither the execution and delivery nor the performance hereof: (i) require
any consent or approval of the Pledgor's members, except for such consents and
approvals as have been duly obtained and are in full force and effect; (ii)
contravene the Pledgor's organizational documents; (iii) violate any provision
of, or require any filing, registration, consent or approval under any law,
order, writ, judgment, injunction, decree, determination or award currently in
effect having applicability to the Pledgor or its property; or (iv) result in a
breach of, constitute a default or result in the creation of any lien upon the
property of the Pledgor under any material contract to which the Pledger is a
party or by which the Pledger or any of its property is bound.

     (d) Government Actions. No
consent or authorization of, filing with, notice to, or other act by or in
respect of, any Governmental Authority or any other Person or under any law
applicable to the Pledger or its property is required in connection with the
execution, delivery, performance, validity or enforceability of this Agreement,
except for consents, filings, notices, authorizations or approvals that have
been obtained and are in full force and effect.

     (e) Litigation. Except as
set forth in Schedule 3(e), there is no suit, action, or proceeding pending or
threatened against the Pledger before any Governmental Authority or arbitral
body, that could reasonably be expected to have a Material Adverse Effect.

     (f) No Debt. Pledgor does
not have any Indebtedness, except as otherwise incurred pursuant to this
Agreement or as set forth in Schedule 3(t).

     (g) Title; No Other Liens.
The Pledgor is the record and beneficial owner of, and has good and
marketable title to, the Pledged Interests, free and clear of any and all Liens
or options in favor of, or claims of, any other Person, except the security
interest created by this Agreement or as are permitted by the Loan Agreement. No
financing statement or other public notice with respect to all or any part of
the Collateral is on file or of record in any public office, except such as have
been filed in favor of the Lender, pursuant to this Agreement.

     (h) Perfected First Priority
Liens. The security interest created by this Agreement will constitute a
valid, and upon delivery of the Collateral to the Lender, perfected first
priority security interest in the Collateral in favor of the Lender, as
collateral security for the prompt and complete payment, performance and
observance of the Obligations, enforceable in accordance with its terms against
all creditors of the Pledgor and any Persons purporting to purchase any
Collateral from the Pledger, except as affected by bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and other similar laws
relating to or affecting creditors' rights generally, general equitable
principles (whether considered in a proceeding in equity or at law) and an
implied covenant of good faith and fair dealing.

     (i) Jurisdiction of
Organization. On the date hereof, the Pledgor's jurisdiction of organization
and identification number from the jurisdiction of organization (if any), along
with its place of business or chief executive office and mailing address (if
different) are specified on Schedule 2.

     (j) Pledged Interests Validly
Issued. The Pledged Interests have been duly and validly issued and are
fully paid and nonassessable.

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SECTION 4. COVENANTS. The Pledgor covenants and agrees with the
Lender that, from and after the date of this Agreement until this Agreement is
terminated and the security interests created hereby are released:

     (a) Corporate Existence.
The Pledgor shall preserve and maintain its legal existence and form and all
of its rights, privileges and franchises, if any, necessary for the operation of
its business, the maintenance of its existence and the performance of its
obligations hereunder.

     (b) Compliance with Laws.
The Pledgor shall comply with all applicable laws, the breach of which could
reasonably be expected to affect the enforceability of this Agreement or affect
the Pledgor's ability to perform its obligations under this Agreement.

     (c) Governmental Approvals.
The Pledgor shall do or cause to be done all things necessary to obtain,
remain in compliance with and maintain in full force and effect all governmental
approvals that are necessary from time to time to perform its obligations
hereunder.

     (d) Fundamental Changes.
The Pledgor shall not merge or consolidate or liquidate or dissolve itself
(or suffer any liquidation, dissolution or bankruptcy).

     (e) No Changes to
Organizational Documents. Pledgor shall not amend or otherwise modify the
Borrower Organizational Documents without the prior consent of Lender.

     (f) Maintenance of Perfected
Security Interest.

     (i) The Pledgor shall maintain
the security interest created by this Agreement as a first-priority, perfected
security interest and shall defend such security interest against claims and
demands of all Persons whomsoever.

     (ii) At any time and from time to
time, upon the written request of the Lender, and at the sole expense of the
Pledgor, the Pledgor will promptly and duly execute and deliver, and have
recorded, such further instruments and documents and take such further actions
as the Lender may reasonably request for the purposes of obtaining or preserving
the full benefits of this Agreement and of the rights and powers herein granted,
including, without limitation, filing any financing or continuation statements
under the Code (or other similar laws) in effect in any jurisdiction with
respect to the security interests created hereby.

     (iii) If any amount payable under
or in connection with any of the Collateral shall be or become evidenced by any
promissory note, other instrument or chattel paper, such note, instrument or
chattel paper shall be immediately delivered to the Lender, duly endorsed in a
manner satisfactory to the Lender, to be held as Collateral pursuant to this
Agreement.

     (g) Changes in Name, etc.
The Pledgor will not (i) change its jurisdiction of organization, or chief
executive office and mailing address (if different) from those referred to in
Section 3(i) or (ii) change its name, in each case without thirty (30) days
notice to the Lender.

     (h) Notices. The Pledgor
will advise the Lender promptly, in reasonable detail, of the occurrence of any
other event which could reasonably be expected to have a

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Material Adverse Effect on the aggregate value of the
Collateral or on the security interests created hereby.

(i) Pledged Interests.

     (i) If the Pledgor shall, as a result
of its ownership of the Pledged Interests, become entitled to receive any
certificate or shall receive any further membership interests in the Borrower
(including, without limitation, any certificate representing a dividend or a
distribution in connection with any reclassification, increase or reduction of
capital or any certificate issued in connection with any reorganization), option
or rights, whether in addition to, in substitution of, as a conversion of, or in
exchange for, the Pledged Interests, or otherwise in respect thereof, the
Pledgor shall accept the same on behalf of the Lender and hold the same in trust
for the Lender and deliver the same forthwith to the Lender in the exact form
received, duly indorsed by such Pledgor to the Lender, if required, together
with an undated stock or equivalent power covering such certificate duly
executed in blank by the Pledgor and with, if the Lender so requests, signature
guaranteed, to be held by the Lender, subject to the terms hereof, as additional
collateral security for the Obligations. Any sums paid upon or in respect of the
Pledged Interests upon the liquidation or dissolution of the Borrower shall be
paid over to the Lender to be held by it hereunder as additional collateral
security for the Obligations, and in case any distribution of capital shall be
made on or in respect of the Pledged Interests or any property shall be
distributed upon or with respect to the Pledged Interests pursuant to the
recapitalization or reclassification of the capital of the Borrower or pursuant
to the reorganization thereof, the property so distributed shall be delivered to
the Lender to be held by it hereunder as additional collateral security for the
Obligations. If any sums of money or property so paid or distributed in respect
of the Pledged Interests pursuant to the recapitalization or reclassification of
the capital of the Borrower or pursuant to the reorganization thereof shall be
received by the Pledgor, the Pledgor shall, until such money or property is paid
or delivered to the Lender, hold such money or property in trust for the Lender,
segregated from other funds of the Pledgor, as additional collateral security
for the Obligations.

     (ii) Without the prior written
consent of the Lender, the Pledgor shall not (1) vote to enable, or take any
other action to permit, the Borrower to distribute any membership interests or
other equity securities of any nature or to issue any other securities
convertible into or granting the right to purchase or exchange for any
membership interest or other equity securities of any nature of the Borrower (2)
sell, assign, transfer, exchange, or otherwise dispose of, or grant any option
with respect to, the Collateral, (3) create, incur or permit to exist any Lien
or option in favor of, or any claim of any Person with respect to, any of the
Collateral, or any interest therein, except for the security interests created
by this Agreement or (4) enter into any agreement or undertaking restricting the
right or ability of the Pledgor or the Lender to sell, assign or transfer any of
the Collateral.

SECTION 5. VOTING RIGHTS. Unless an Event of Default shall have
occurred and be continuing and the Lender shall have given notice to the Pledgor
of its intent to exercise its corresponding rights pursuant to Section 6 below,
the Pledgor shall be permitted to exercise all voting and other rights with
respect to the Pledged Interests; provided, however, that no vote
shall be cast or other right exercised or other organizational action taken
which, in the Lender's judgment, would impair the Collateral or which would be
inconsistent with or result in any violation of any provision of the Loan
Agreement, the Note, this Agreement or any other Loan Document or Security
Document.

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	SECTION 6. 	RIGHTS OF THE LENDER. 


     (a) If an Event of Default shall
occur and be continuing, all Proceeds received by the Pledgor shall be held by
the Pledgor in trust for the Lender, segregated from other funds of the Pledgor,
and shall, forthwith upon receipt by the Pledgor, be turned over to the Lender
in the exact form received by the Pledgor (duly indorsed by the Pledgor to the
Lender, if required). All money Proceeds received by the Lender hereunder shall
be held in a Collateral Account. All Proceeds while held by the Lender in a
Collateral Account (or by the Pledgor in trust for the Lender) shall continue to
be held as collateral security for all the Obligations and shall not constitute
payment thereof until applied as provided in paragraph (b).

     (b) If an Event of Default shall
occur and be continuing and the Lender shall give notice of its intent to
exercise such rights to the Pledgor, (1) the Lender shall have the right to
receive any and all cash dividends, payments or other Proceeds paid in respect
of the Pledged Interests and make application thereof to the Obligations in such
order as the Lender may determine, and (2) all of the Pledged Interests shall be
registered in the name of the Lender or its nominee, and the Lender or its
nominee may thereafter exercise (A) all voting and other rights pertaining to
the Pledged interests at any meeting of members of the Borrower or otherwise and
(B) any and all rights of conversion, exchange, subscription and any other
rights, privileges or options pertaining to the Pledged Interests as if it were
the absolute owner thereof (including, without limitation, the right to exchange
at its discretion any and all of the Pledged Interests upon the merger,
consolidation, reorganization, recapitalization or other fundamental change in
the organizational structure of the Borrower, or upon the exercise by the
Pledgor or the Lender of any right, privilege or option pertaining to such
Pledged Interests, and in connection therewith, the right to deposit and deliver
any and all of the Pledged Interests with any committee, depositary, transfer
agent, registrar or other designated agency upon such terms and conditions as
the Lender may determine), all without liability except to account for property
actually received by it, but the Lender shall have no duty to the Pledgor to
exercise any such right, privilege or option and shall not be responsible for
any failure to do so or delay in so doing.

	SECTION 7 	REMEDIES. 


     (a) Application of Proceeds.
If an Event of Default shall have occurred and be continuing, at any time at
the Lender's election, the Lender may apply all or any part of Proceeds
constituting Collateral, whether or not held in any Collateral Account, in
payment of the Obligations in such order as the Lender may elect.

     (b) Code and Other Remedies.
If an Event of Default shall have occurred and be continuing, the Lender,
may exercise, in addition to all other rights and remedies granted in this
Agreement and in any other instrument or agreement securing, evidencing or
relating to the Obligations, all rights and remedies of a secured party under
the Code or any other applicable law. Without limiting the generality of the
foregoing, the Lender, without demand of performance or other demand,
presentment, protest, advertisement or notice of any kind (except any notice
required by law referred to below) to or upon the Pledgor or any other Person
(all and each of which demands, defenses, advertisements and notices are hereby
waived), may in such circumstances forthwith collect, receive, appropriate and
realize upon the Collateral, or any part thereof, and/or may forthwith sell,
assign, give option or options to purchase or otherwise dispose of and deliver
the Collateral or any part thereof (or contract to do any of the foregoing), in
one or more parcels at public or private sale or sales, in the over-the-counter
market, at any exchange, broker's board or office of the Lender or elsewhere
upon such terms and conditions as it may deem advisable and at such prices as it
may deem best, for cash or on credit or for future delivery







without assumption of any credit risk. The Lender shall have
the right upon any such public sale or sales, and, to the extent permitted by
law, upon any such private sale or sales, to purchase the whole or any part of
the Collateral so sold, free of any right or equity of redemption in the
Pledgor, which right or equity is hereby waived or released. The Lender shall
apply any Proceeds from time to time held by it and the net proceeds of any such
collection, recovery, receipt, appropriation, realization or sale, after
deducting all costs and expenses of every kind incurred in respect thereof or
incidental to the care or safekeeping of any of the Collateral or in any way
relating to the Collateral or the rights of the Lender hereunder, including,
without limitation, attorney's fees and disbursements, to the payment in whole
or in part of the Obligations, in such order as the Lender may elect, and only
after such application and after the payment by the Lender of any other amount
required by any provision of law, need the Lender account for the surplus, if
any, to the Pledgor. To the extent permitted by applicable law, the Pledgor
waives all claims, damages and demands it may acquire against the Lender arising
out of the exercise by them of any rights hereunder. If any notice of a proposed
sale or other disposition of Collateral shall be required by law, such notice
shall be deemed reasonable and proper if given at least ten (10) days before
such sale or other disposition.

	SECTION 8. 	[Intentionally omitted] 
	 	 
	SECTION 9. 	PRIVATE SALES. 


     (a) The Pledgor recognizes that
the Lender may be unable to effect a public sale of any or all the Pledged
Interests, by reason of certain prohibitions under applicable federal and state
law or otherwise, and may be compelled to resort to one or more private sales
thereof to a restricted group of purchasers which will be obliged to agree,
among other things, to acquire such securities for their own account for
investment and not with a view to the distribution or resale thereof. The
Pledgor acknowledges and agrees that any such private sale may result in prices
and other terms less favorable than if such sale were a public sale and,
notwithstanding such circumstances, agrees that any such private sale shall be
deemed to have been made in a commercially reasonable manner. The Lender shall
be under no obligation to delay a sale of any of the Pledged Interests for the
period of time necessary to permit the Borrower to register such securities for
public sale under the Securities Act, or under applicable state securities laws,
even if the Borrower would agree to do so.

     (b) The Pledgor further agrees to
use its best efforts to do or cause to be done all such other acts as may be
necessary to make such sale or sales of all or any portion of the Pledged
Interests pursuant to this Section valid and binding and in compliance with any
and all other applicable requirements of federal or state law. The Pledgor
further agrees that a breach of any of the covenants contained in this Section 9
will cause irreparable injury to the Lender, that the Lender has no adequate
remedy at law in respect of such breach and, as a consequence, that each and
every covenant contained in this Section 9 shall be specifically enforceable
against the Pledgor, and the Pledgor hereby waives and agrees not to assert any
defenses against an action for specific performance of such covenants.

SECTION 10. SUBORDINATION. The Pledgor hereby agrees that, upon
the occurrence and during the continuance of an Event of Default, unless
otherwise agreed by the Lender, all Indebtedness owing by it shall be fully
subordinated to the indefeasible payment in full in cash of the Obligations.

SECTION 11. IRREVOCABLE AUTHORIZATION AND INSTRUCTION TO
BORROWER. The Pledgor hereby authorizes and instructs the Borrower to comply
with any instruction

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received by it from the Lender in writing that (a) states that
an Event of Default has occurred and (b) is otherwise in accordance with the
terms of this Agreement, without any other or further instructions from the
Pledgor.

	 SECTION 12. 	LENDER'S APPOINTMENT AS ATTORNEY-IN-FACT. 
	 	 	 
	 	12.1 	Lender's Appointment as Attorney-in-Fact,
      etc. 


     (a) The Pledgor hereby
irrevocably constitutes and appoints the Lender and any officer or agent of the
Lender, with full power of substitution, as its true and lawful attorneyin-fact
with full irrevocable power and authority in the place and stead of the Pledgor
and in the name of the Pledgor or in its own name, from time to time in the
Lender's discretion, for the purpose of carrying out the terms of this
Agreement, to take any and all appropriate action and to execute any and all
documents and instruments which may be necessary or desirable to accomplish the
purposes of this Agreement.

     (b) If the Pledgor fails to
perform or comply with any of its agreements contained herein, the Lender, at
its option, but without any obligation so to do, may perform or comply, or
otherwise cause performance or compliance, with such agreement (and shall give
the Pledgor notice thereof).

     (c) The Pledgor hereby ratifies
all that said attorneys shall lawfully do or cause to be done by virtue hereof.
All powers, authorizations and agencies contained in this Agreement are coupled
with an interest and are irrevocable until this Agreement is terminated and the
security interests created hereby are released.

SECTION 13. DUTY OF LENDER. The Lender's sole duty with respect
to the custody, safekeeping and physical preservation of the Collateral in its
possession shall be to deal with it in the same manner as the Lender deals with
similar securities and property for its own account. Neither the Lender nor any
of its directors, officers, employees or agents shall be liable for failure to
demand, collect or realize upon any of the Collateral or for any delay in doing
so or shall be under any obligation to sell or otherwise dispose of any
Collateral upon the request of the Pledgor or any other Person or to take any
other action whatsoever with regard to the Collateral or any part thereof. The
powers conferred on the Lender hereunder are solely to protect the Lender's
interests in the Collateral and shall not impose any duty upon the Lender to
exercise any such powers. The Lender shall be accountable only for amounts that
it actually receives as a result of the exercise of such powers, and neither it
nor any of its officers, directors, employees or agents shall be responsible to
the Pledgor for any act or failure to act hereunder.

SECTION 14. EXECUTION OF FINANCING STATEMENTS. The Pledgor
hereby irrevocably authorizes the Lender to file or record at any time and from
time to time in any jurisdiction in which the Code has been adopted initial
financing statements or amendments thereof and other filing or recording
documents or instruments with respect to the Collateral without the signature of
the Pledgor in such form and in such filing offices as the Lender determines
appropriate. The Pledger hereby ratifies and authorizes the filing by the Lender
of any financing statement with respect to the Collateral made prior to the date
hereof. A carbon, photographic or other reproduction of this Agreement shall be
sufficient as a financing statement for filing in any jurisdiction.

SECTION 15. NOTICES. All notices, requests and demands to or
upon the Lender or the Pledgor to be effective shall be in writing (or by telex,
fax or similar electronic transfer confirmed







in writing) and shall be deemed to have been duly given or made
(1) when delivered by hand or (2) if given by mail, three (3) days after being
deposited in the mails by certified mail, return receipt requested, or (3) if by
telex, fax or similar electronic transfer, when sent and receipt has been
confirmed, addressed to the Lender or the Pledgor at its address or transmission
number for notices as set forth below.


	If to the Pledgor: 	NGP BLUE MOUNTAIN HOLDCO LLC 
	  	1755 East Plumb Lane, Suite 220 
	  	Reno, Nevada 89502 
	  	Attention: Max Walenciak 
	  	Phone: (775) 786-3399 
	  	  
	  	  
	  	With a copy to: 
	  	Nevada Geothermal Power Inc. 
	  	Suite 900-409 Granville Street 
	  	Vancouver, BC V6C lT2 
	 	Canada  
	  	Attention: Brian Fairbank & Andrew Studley
  
	  	Phone: (604) 688-1553 
	  	Fax: (604) 688-5926 
	 	 
	If to the Lender 	GLITNIR BANKI HF 
	  	222 East 41st Street 
	  	New York, NY 10117 
	  	Attention: Charles J. Arrigo II 
	  	Phone: (212) 716-0120 
	  	Fax: (212) 922-0882 
	  	  
	  	  
	  	With a copy to: 
	  	  
	  	GLITNIR BANKI HF 
	  	Kirkjusandur 2 
	  	155 Reykjavik, Iceland 
	  	Fax: (354) 440-4520 
	  	Attention: International Banking




SECTION 16. SEVERABILITY. Any provision of this Agreement which
is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.

	SECTION 17. 	AMENDMENTS IN WRITING; NO WAIVER; CUMULATIVE
      REMEDIES. 


     (a) Amendment. None of the
terms or provisions of this Agreement may be waived, amended, supplemented or
otherwise modified except by a written instrument executed by the Pledgor and
the Lender, provided that any provision of this Agreement may be waived
by the Lender in a letter or agreement or by telex or facsimile transmission
from the Lender.

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     (b) No Waiver by Course of Conduct. The Lender shall not by any act (except by a written instrument pursuant to paragraph (a) hereof), delay, indulgence, omission or otherwise be deemed to have waived any right
or remedy hereunder or to have acquiesced in any Default or Event of Default or in any breach of any of the terms and conditions hereof. No failure to exercise, nor any delay in exercising, on the part of the Lender, any right, power or privilege
hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by the Lender
of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which the Lender would otherwise have on any future occasion.


     (c) Cumulative Remedies. The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by law.


SECTION 18. ENFORCEMENT EXPENSES; INDEMNIFICATION.


     (a) Enforcement Expenses. The Pledgor agrees to pay or reimburse the Lender for its reasonable costs and expenses incurred in collecting against the Pledgor enforcing or preserving any rights under this Agreement
and the other Loan Documents to which the Pledgor is a party, if arty, including, without limitation, the reasonable fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to the Lender.


     (b) Taxes. The Pledgor agrees to pay, and to save the Lender harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which
may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement.


     (c) Indemnification. The Pledgor agrees to pay, and to save the Lender harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Borrower would be required to do so pursuant to the Loan Agreement.


     (d) Survival. The agreements in this Section 18 shall survive repayment of the Obligations and all other amounts payable under the Loan Agreement and the other Loan Documents.


SECTION 19. SECTION HEADINGS. The section headings used in this Agreement are for convenience of reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof.


SECTION 20. COUNTERPARTS. This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by telecopy), and all of said counterparts taken together shall be deemed to constitute one
and the same instrument.


SECTION 21. INTEGRATION. This Agreement and the other Loan Documents represent the agreement of the Pledgor and the Lender with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties
by the Lender relative to subject matter hereof and thereof not expressly set forth or referred to herein or in the other Loan Documents.













SECTION 22. SUBMISSION TO JURISDICTION; WAIVERS. The Pledgor hereby irrevocably and unconditionally:


     (a) submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect
thereof, to the non-exclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York, and appellate courts from any thereof;


     (b) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such
action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;


     (c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Pledgor
at its address referred to in Section 15 or at such other address of which the Lender shall have been notified pursuant thereto;


     (d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction; and


     (e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section any special, exemplary, punitive or consequential
damages.


SECTION 23. ACKNOWLEDGEMENTS.


The Pledgor hereby acknowledges that:


     (b) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents to which it is a party;


     (c) the Lender has no fiduciary relationship with or duty to the Pledgor arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship between the Pledgor, on the one hand,
and the Lender, on the other hand, in connection herewith or therewith is solely that of debtor and creditor; and


     (d) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Pledgor and the Lender.


SECTION 24. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the successors and assigns of the Pledgor and shall inure to the benefit of the Lender and its successors and assigns; provided that the Pledgor may not assign, transfer or
delegate any of its rights or obligations under this Agreement without the prior written consent of the Lender.


SECTION 25. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE













STATE OF NEW YORK, WITHOUT REFERENCE TO CONFLICTS OF LAWS (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).


SECTION 26. WAIVER OF JURY TRIAL.THE PLEDGOR HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.


SECTION 27. CERTAIN WAIVERS.


     (a) Pledgor hereby waives and relinquishes, to the maximum extent permitted by applicable law, all rights and remedies accorded to pledgors, sureties or guarantors and agrees not to assert or take advantage of any such
rights or remedies, including: (i) any right to require the Lender to proceed against any Person or to proceed against or exhaust any security held by the Lender at any time or to pursue any other remedy in the Lender's powers before proceeding
against Pledgor; (ii) any defense that may arise by reason of the incapacity, lack of power or authority, death, dissolution, merger, termination or disability of Pledgor or any other Person or the failure of the Lender to file or enforce a claim
against the estate (in administration, bankruptcy or any other proceeding) of Pledgor or any other Person; (iii) any right to enforce any remedy that the Lender may have against any Person and any right to participate in any security held by the
Lender until the Obligations have been paid in full; (iv) any right to require the Lender to give any notices of any kind, including, without limitation, notices of nonpayment, nonperformance, protest, dishonor, default, delinquency or acceleration,
or to make any presentments, demands or protests; (v) any right to assert the bankruptcy or insolvency of any Person as a defense hereunder or as the basis for rescission hereof and any defense arising because of the Lender's election, in any
proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code; (vi) any right under any law purporting to reduce Pledgor's obligations hereunder if the Obligations are reduced other than as a result
of payment of such Obligations; (vii) any defense based on the repudiation of the Loan Documents by any Person, the failure by the Lender to enforce any claim against Pledgor or any other Person or the unenforceability in whole or in part of any
Loan Document; (viii) all suretyship and guarantor's defenses generally; (ix) any right to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshaling of assets,
redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by Pledgor of its obligations under, or the enforcement by the Lender of, this Agreement; (x) any
requirement on the part of the Lender to mitigate the damages resulting from any default; (xi) any defense based upon an election of remedies by the Lender, including an election to proceed by non-judicial rather than judicial foreclosure, which
destroys or otherwise impairs the subrogation rights of Pledgor, the right of Pledgor to proceed against another Person for reimbursement, or both; (xii) any duty on the part of the Lender to disclose to Pledgor any facts the Lender may now or
hereafter know, regardless of whether the Lender has reason to believe that any such facts materially increase the risk beyond that which Pledgor intends to assume, or has reason to believe that such facts are unknown to Pledgor, or has a reasonable
opportunity to communicate such facts to Pledgor; (xiii) any defense based on any change in the time, manner or place of any payment under, or in any other term of, the Loan Documents or any other amendment, renewal, extension, acceleration,
compromise or waiver of or any consent or departure from the terms of the Loan Documents; and (xiv) any defense based upon any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code.









     (b) To the extent permitted by
law, Pledgor waives the posting of any bond otherwise required of the Lender in
connection with any judicial process or proceeding to obtain possession of,
replevy, attach, or levy upon the Collateral, to enforce any judgment or other
security for the Obligations, to enforce any judgment or other court order
entered in favor of the Lender, or to enforce by specific performance, temporary
restraining order, preliminary or permanent injunction, this Agreement or any
other agreement or document between Pledgor and the Lender. Pledgor further
agrees that upon the occurrence and during the continuation of an Event of
Default, the Lender may elect to nonjudicially or judicially foreclose against
any real or personal property security it holds for the Obligations or any part
thereof, or to exercise any other remedy against any Person, any security or any
guarantor, even if the effect of that action is to deprive Pledgor of the right
to collect reimbursement from any Person for any sums paid by Pledgor to the
Lender.

SECTION 28. INTERPRETATION.

     (a) The words "hereof," "herein"
and "hereunder" and words of similar import when used in this Agreement shall
refer to this Agreement as a whole and not to any particular provision of this
Agreement, and section and paragraph references are to this Agreement unless
otherwise specified.

     (b) The meanings given to terms
defined herein shall be equally applicable to both the singular and plural forms
of such terms.

[The Remainder of this Page Has Been Intentionally Left
Blank.]

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     IN WITNESS WHEREOF, the
undersigned has caused this Agreement to be duly executed and delivered as of
the date first above written.

	 	NGP BLUE MOUNTAIN I LLC 
	 	By:
      /s/ Brian D. Fairbank 
	 	Name: Brian D. Fairbank 
	 	Title: President 


 

Signature Page to Pledge and Security Agreement








	  	GLITNIR BANKI HF 
	\         
     	By:
      /s/ Charles J. Arrigo II 
		Name: Charles J. Arrigo
    II  
	  	Title: Director 
	  	 
	  	By:
      /s/ Gigli Siguargeirsson 
	  	Name: Gigli Siguargeirsson 
	  	Title: Senior Manager 


 

Signature Page to Pledge and Security Agreement







SCHEDULE 1

TO PLEDGE AND SECURITY
AGREEMENT

DESCRIPTION OF MEMBERSHIP INTERESTS

 


	Issuer/Borrower 	Interest Type 	Percentage Interest 
	
      
NGP BLUE
MOUNTAIN I LLC 

	Membership Interests 	100% 












SCHEDULE 2
TO PLEDGE AND SECURITY AGREEMENT

Pledgor's Jurisdiction of Organization: Delaware

Identification Number from Jurisdiction of Organization (if
any): Delaware Formation Number
SRV 070981784-4417126

Place of Business or Chief Executive Office

1755 East Plumb Lane, Suite 220
Reno, Nevada 89502

Mailing address (if different) 

Same as above







SCHEDULE 3(e) 

TO PLEDGE AND SECURITY
AGREEMENT

None








SCHEDULE 3(f) 

TO PLEDGE AND SECURITY
AGREEMENT

None