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Exhibit 4.79

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

Reference is hereby made to that
certain Development Loan Agreement, dated on or about November 1 ,2007 (the
Agreement),between NGP Blue Mountain I LLC, a wholly-owned subsidiary
of NGP Blue Mountain Holdco LLC, a Delaware limited liability company, (the
Company),and Glitnir Banki hf, a company incorporated in Iceland.
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
Ais 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resolutions have not been amended, supplemented, rescinded or repealed and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
Bis 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 September 4, 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
Cis 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 Ais 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 Dhereto 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.

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6. The representations and
warranties made by the Company in the 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 Pledge
Agreement, consummate the transactions contemplated thereby and become obligated
thereunder.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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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 Holdco 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
Holdco 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 , 2007 |                            
|---------------------- | ---------------------------
|                       | /s/ Brian D.
      Fairbank
|                       | Name: Brian D. Fairbank    
|                       | Title: President and Chief 
|                       | Executive
      Officer    

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EXHIBIT A

CONSENT OF THE BOARD OF DIRECTORS

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UNANIMOUS WRITTEN CONSENT OFTHE BOARD OF
DIRECTORS OFNGP BLUE MOUNTAIN I 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 I LLC, a Delaware limited liability company
(the Company),without a meeting:

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

(i) a draft of that certain
Development Loan Agreement (the LoanAgreement)by and
between this Company and Glitner Banki hf, a company incorporated in Iceland
(Lender);

(ii) a draft of that certain
Pledge and Security Agreement (the Pledge Agreement)by and
between NGP Blue Mountain Holdco LLC and the Lender and acknowledged by this
Company;

(iii) a draft of that certain
Promissory Note referred to in the Loan Agreement (the -Note and, together with
the Loan Agreement and the Pledge Agreement, the Loan
Documents);

(iv) a draft of the Contribution
Agreement and Assignment and Assumption of Leases, each by and among this
Company, NGP Blue Mountain Holdco LLC, Nevada Geothermal Power Company and
Nevada Geothermal Power Inc. (the Assignment Documents);

(v) a draft of those certain
Assignments of Record Title Interest with respect to geothermal leases with the
Bureau of Land Management for leases #N58196, #77668, #80086 and #80159
(collectively, the FederalLease
Assignments);

(vi) a draft of the Standard
Large Generator Interconnection Agreement (the LGIA)by and between
this Company and Sierra Pacific Power Company; and

(vii) a summary of an assignment
of the power purchase agreement by and between this Company and Nevada
Geothermal Power Company in respect of the power purchase agreement with Nevada
Power Company (together with the Loan Documents, the Assignment Documents, the
LGIA and the Federal Lease Assignments, the Transaction Documents);and

WHEREAS, the Lender under the
Loan Agreement will agree to, among other things, make loans to this Company, in
an aggregate principal amount of $20,000,000.00, the proceeds of which will be
used to fund this Company'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 incurrence of indebtedness, the
assumption of the rights and obligations and the granting of the liens
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 and a certificated membership
interest certificate in the form contemplated by the Company's limited liability
company agreement as appropriate to perfect the Lender's security interest
therein) 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]

6

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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.

Markus Christen

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EXHIBIT B

CERTIFICATE OF FORMATION

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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 I LL
C , FILED IN THIS OFFICE ON THE SECOND DAY OF AUGUST, A _ D 2007, AT 7:45
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                     

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State of Delaware       
     Secretary of State
       Division of Corporations
 Delivered 07:56 PM 08/02/2007    FILED 07:45 PM
08/02/2007 SRV 070886521 - 4401436 PILE

STATE OF DELAWARE

CERTIFICATE OF FORMATION

OF

NGP Blue Mountain I LLC

This certificate of formation of
NGP Blue Mountain I 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 I
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 1st day of August, 2007.

| | /s/ Paulette Farquhar
| | ---------------------
| | Paulette Farquhar    
| | Authorized Person    

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SECRETARY OF STATE

STATE OF NEVADA

CERTIFICATE OF REGISTRATION OFFOREIGN LIMITED
LIABILITY COMPANY

I, ROSS MILLER, the duly elected and qualified Nevada Secretary
of State, do hereby certify that I am the legal custodian of the records
pertaining to Limited Liability Companies, and that I am the proper officer to
execute this certificate.

I further certify upon said records that NGP BLUE MOUNTAIN I
LLC,a Limited Liability Company organized under the laws of the State of
Delaware did, on September 19, 2007 qualify pursuant to the provisions of the
Nevada Revised Statutes, Chapter 86, and is currently registered to transact
business in this State as a Limited Liability Company.

| | IN WITNESS WHEREOF, I have hereunto set my hand           
| | ----------------------------------------------------------
| | and affixed the Great Seal of State, at my
      office on
| | September 19, 2007.                                       
| |                                                           
| |                                                           
| | /s/ Ross Miller                                           
| | ROSS MILLER                                               
| | Secretary of State                                        
| |                                                           
| |                                                           
| |                                                           
| | BY /s/                                                    
| |                                                           
| | Certification Clerk                                       

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EXHIBIT C

OPERATING AGREEMENT

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LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

NGP BLUE MOUNTAIN I LLC

This Limited Liability Company
Operating Agreement (the Operating Agreement), dated as of September
19, 2007 is entered into solely by NGP Blue Mountain Holdco LLC, a Delaware
limited liability company (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
August 2, 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.

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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 II 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.

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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.

Section 3.6 Article 8
Election.The Interest in the Company shall constitute a security within
the meaning of, and shall be governed by:

(a)
Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) and
Section 8-103(c) thereof) as in effect from time to time in the State of
Delaware; and

(b)
Article 8 of the Uniform Commercial Code of New York and any other applicable
jurisdiction that now or hereafter substantially includes the 1994 revisions to
Article 8 thereof as adopted by the American Law Institute and the National
Conference of Commissioners on Uniform State Laws and approved by the American
Bar Association on February 14, 1995.

The Company shall be deemed to have opted-in to the foregoing
provisions for the purpose of the Uniform Commercial Code. Notwithstanding any
provision of this Operating Agreement to the contrary, to the extent that any
provision of this Operating Agreement is inconsistent with any non-waivable
provision of Article 8 of the Uniform Commercial Code, the provisions of Article
8 of the Uniform Commercial Code shall govern.

Section 3.7 Certificated
Interests. The Company shall maintain books for the purpose of registering
transfers of any Interest. Each certificate evidencing an

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Interest shall be substantially in the form reproduced in
Exhibit A hereto, and shall bear the following legend.

Each limited liability company
interest in the Company shall constitute a security within the meaning of, and
be governed by, Article 8 of the Uniform Commercial Code including Section
8-102(a)(15) and Section 8-103(c) thereof

The Member and each Person hereafter acquiring an Interest
acknowledges being notified that this Operating Agreement contains restrictions
on the transfer of any Interest. In connection with registering any transfer of
an Interest, the Company shall notify the transferee of the restrictions on the
transfer of Interest contained in this Operating Agreement.

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 videographic meeting held pursuant to this section shall
constitute presence in person at such meeting.

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(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 an Interest certificate to anyone other than
      Member; and
| |     |                                                                           
| | (d) | dissolution of the Company.                                               

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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

SEPARATENESS

The Company shall undertake the following activities:

(a)  prepare and maintain its own separate, full and
complete books,records and financial statements;

(b)  maintain all formalities regarding the separate
existence of the Company and act only in its own name and through authorized
agents pursuant to its organizational documents;

(c)  maintain separate bank accounts in its own name and
all investments made by or on behalf of the Company shall be made solely in the
Company's name;

(d)  refrain from guaranteeing any debts of any of its
Affiliates, except for obligations of the Company to the Company's or its direct
or indirect parent companies' consultants, attorneys, employees or other service
providers providing services in connection with the activities of the
Company;

(e)  refrain from acquiring obligations or debt securities
of, or making loans or advances to, any of its Affiliates except as permitted
under the Loan Documents defined below;

(f)  refrain from commingling any of its money or other
assets with the money or assets of any of its Affiliates (it being understood
that this clause (f) shall not limit the Company's ability to enter into joint
ventures, partnerships and similar arrangements with its Affiliates);

(g)  ensure that all business transactions that are
entered into by the Company with any of its Affiliates shall be on terms and
conditions not more or less favorable to the Company than terms and conditions
available at the time to the Company for comparable

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transactions with unaffiliated persons and shall have been
approved in accordance with its organizational documents and shall otherwise
comply with the provisions of the loan agreement and related loan documents (the
-Loan Documents)to be entered into by the Company for the development
and construction of certain geothermal assets; providedthat the Company
may enter into joint ventures, partnerships, reimbursement arrangements and
similar arrangements with its Affiliates on terms that would not be available in
transactions with unaffiliated parties so long as such transactions are
permitted under the Loan Documents;

(h) ensure that the capitalization of the Company shall be
adequate in light of its contemplated business and obligations;

(i) manage directly its own liabilities, including paying its
own operating expenses. In the event employees of the Company participate in or
receive payroll, benefits or pension, insurance, other benefit plans of or from
any of its Affiliates, the Company, on a current basis, shall reimburse such
Affiliate for the Company's pro rata share of the costs thereof to the extent
permitted under the Loan Documents;

(j) use separate stationery, invoices and checks; and

(k) hold itself out as a separate entity and shall correct any
misunderstanding regarding its separate entity status of which the Company has
actual knowledge.

ARTICLE VI

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 VII

ALLOCATIONS AND DISTRIBUTIONS

Section 7.1 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 7.2 Distributions of
Cash Flow.Except as provided in Section 7.3 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 7.3 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.

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ARTICLE VIII

INSPECTION, RECORDS, CONFIDENTIALITY

Section 8.1 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 8.2 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 8.3 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 IX

TRANSFER

Section 9.1 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 X

DISSOLUTION, LIQUIDATION AND TERMINATION

Section 10.1 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 10.2 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
7.3 hereof. Any distribution made pursuant to this Section 10.2 shall be made
within a reasonable time period.

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Section 10.3 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 XI

MISCELLANEOUS

Section 11.1 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 11.2 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 11.3 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 11.4 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 11.5 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 11.6 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 11.7 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]

9

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

| | MEMBER:                                    
| | -------------------------------------------
| | NGP BLUE MOUNTAIN HOLDCO LLC, a Delaware   
| | limited liability company                  
| |                                            
| | /s/ Andrew
      Studley                   
| | Name: Andrew Studley Title: Chief Financial
| | Officer & Secretary                        

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EXHIBIT A

FORM OF CERTIFICATE

MEMBER INTEREST CERTIFICATE OF NGP BLUE MOUNTAIN I
LLC

Each limited liability company interest in the Company
(defined below) shall constitute a security within the meaningof,and be governed by, Article 8ofthe Uniform
Commercial Code (including Section 8-102(a)(15) and Section 8-103(c)
thereof).

The securities represented by this certificate have not
been registered under the Securities Act of 1933, as amended, or applicable
state securities laws, and may not be transferred or otherwise disposedofin the absenceofan effective
registration statement covering such securities under that Act and any
applicable state securities laws, unless, in the opinion of counsel satisfactory
to the Company, an exemption from registration thereunder is
available.

|Certificate
      Number | % of Interests
|------------------------ | --------------

NGP BLUE MOUNTAIN I LLC,a Delaware limited liability
company (the Company), hereby certifies that (the Holder) is the registered
owner of _____ % of the limited liability company interests in the Company (the
Interests).THE RIGHTS, POWERS, PREFERENCES, RESTRICTIONS
(INCLUDING TRANSFER RESTRICTIONS) AND LIMITATIONS OF THE INTERESTS ARE SET FORTH
IN AND THIS CERTIFICATE AND THE INTERESTS REPRESENTED HEREBY ARE ISSUED AND
SHALL IN ALL RESPECTS BE SUBJECT TO THE TERMS AND PROVISIONS OF THE LIMITED
LIABILITY COMPANY OPERATING AGREEMENT OF THE COMPANY, DATED SEPTEMBER 19, 2007
(as amended and modified from time to time, the Agreement).THE
TRANSFER OF THIS CERTIFICATE AND THE INTERESTS REPRESENTED HEREBY IS RESTRICTED
AS DESCRIBED IN THE AGREEMENT. By acceptance of this Certificate, and as a
condition to being entitled to any rights and/or benefits with respect to the
Interests evidenced hereby, the Holder is deemed to have agreed to comply with
and be bound by all the terms and conditions of the Agreement. The Company will
furnish a copy of the Agreement to the Holder without charge upon written
request to the Company at its principal place of business. The Company maintains
books for the purpose of registering the transfer of Interests.

This Certificate shall be governed by, and construed in
accordance with, the laws of the State of Delaware without regard to principles
of conflicts of laws.

IN WITNESS WHEREOF,the Company has caused this
Certificate to be executed by its authorized officer as of the date set forth
below.

|Dated: |       
|------ | ------
|       | Name: 
|       | Title:

A-1

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(REVERSE SIDE OF MEMBER INTEREST CERTIFICATE OF NGP BLUE
MOUNTAIN I LLC)

FOR VALUE RECEIVED, the
undersigned hereby sells, assigns and transfers
unto _____________________________________________________ (print or
typewrite name of Transferee),  ____________ (insert Social Security or
other taxpayer identification number of Transferee), the following specified
percentage of Interests: _________ (identify the percentage of Interests being
transferred), and irrevocably constitutes and appoints 
_______________________________________________________ , as attorney-in-fact,
to transfer the same on the books and records of the Company, with full power of
substitution in the premises.

|Dated: | Signature: |              | 
|------ | ---------- | ------------ | 
|       |            | (Transferor) | 
|       | Address:   |              | 
|       |            |              | 
|       |            |              | 

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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    

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