FIRST
AMENDMENT, WAIVER, CONSENT AND RELEASE TO LOAN DOCUMENTS

    


    


    FIRST
AMENDMENT, WAIVER, CONSENT AND RELEASE TO LOAN DOCUMENTS, dated as of
December 10, 2008 (this “Amendment”), to the
Loan Documents referred to below, by and among MMC CHULA VISTA II LLC, a
Delaware limited liability company (“Chula Vista
Borrower”), MMC ESCONDIDO II LLC, a Delaware limited liability company
(“Escondido
Borrower” and together with the Chula Vista Borrower, collectively “Borrowers” and
individually each a “Borrower”), MMC
ENERGY, INC., a Delaware corporation (“Parent”), the lenders
signatory hereto (the “Lenders”) and GENERAL
ELECTRIC CAPITAL CORPORATION, a Delaware corporation (“GE Capital”), as
administrative agent for the Lenders (in such capacity, and together with its
successors and permitted assigns, the “Administrative
Agent”).

     

    W I T N E S S E T H

     

    WHEREAS, the Borrowers, Parent,
Administrative Agent and the Lenders are parties to that certain Loan and
Security Agreement, dated as of June 30, 2008 (as amended, restated,
supplemented or otherwise modified from time to time, the “Loan
Agreement”);

    


    WHEREAS, Parent and Wellhead Electric
Equipment, LLC, a Delaware limited liability company (“Wellhead”) have
entered into that certain Membership Interest Purchase Agreement (the “Escondido Membership
Interest Purchase Agreement”), dated November 26, 2008 pursuant to
which Parent has agreed to sell to Wellhead, and Wellhead has agreed to purchase
from Parent, on the terms and conditions contained therein (including the
execution and delivery of this Amendment) all of Parent’s right, title and
interest in and to 100% of the membership interests in the Escondido Borrower
(the “Escondido
Borrower Sale”);

    


    WHEREAS, the Credit Parties have
requested that Administrative Agent and Lenders (a) consent to the Escondido
Borrower Sale, (b) release the Escondido Borrower from all of its Obligations
under the Loan Agreement and the other Loan Documents, and (c) release all Liens
held by Administrative Agent to secure the Obligations on the property and
assets the Escondido Borrower and on the Stock of the Escondido Borrower owned
by Parent and being sold to Wellhead under the Escondido Membership Interest
Purchase Agreement, and Administrative Agent and Lenders have agreed to the
foregoing consents and releases, each in the manner, and on the terms and
conditions provided for herein; and

    


    WHEREAS, the Credit Parties have
requested, and Administrative Agent and Lenders have agreed, to waive a certain
default under the Loan Agreement and amend the Loan Documents, each in the
manner, and on the terms and conditions, provided for herein.

    


    NOW THEREFORE, in consideration of the
premises and for other good and valuable consideration, the receipt, adequacy
and sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

    


    1.           Definitions.  Capitalized
terms not otherwise defined herein, including in the recitals, shall have the
meanings ascribed to them in the Loan Agreement.

     

    2.           Waiver.  Administrative
Agent and Lenders hereby waive as of the First Amendment Effective Date (as
defined below) a Default under Section 11.1(b) of
the Loan Agreement  resulting solely from the Parent’s failure to
comply with Section
5.1(c) of the Guaranty as a result of Parent’s execution and delivery of
the Escondido Membership Interest Purchase Agreement.

     

    
      
        
        

      

      
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    3.           Consent and Releases
relating to the Escondido Borrower Sale.

     

    (a)          Consent.  Notwithstanding
anything to the contrary contained in the Loan Agreement or in any other Loan
Document, as of the First Amendment Effective Date, Administrative Agent and
Lenders hereby consent to the Escondido Borrower Sale.

     

    (b)         Release of the Escondido
Borrower and Liens.  As of the First Amendment Effective Date,
the Administrative Agent and Lenders agree and acknowledge that:

     

    (i)         The
Escondido Borrower shall cease to be a Borrower and Credit Party under the Loan
Agreement and the other Loan Documents and all outstanding indebtedness
(including, without limitation, for principal, interest and fees and expenses of
any nature) and other Obligations of the Escondido Borrower under or relating to
the Loan Documents shall be paid and satisfied in full and irrevocably
discharged, terminated and released.  Notwithstanding the foregoing,
the obligations and liabilities of the Escondido Borrower to Lenders and
Administrative Agent under or in respect of the Loan Documents insofar as such
obligations and liabilities survive termination of the Loan Documents shall
continue in full force and effect in accordance with their terms.

     

    (ii)         All
security interests and other Liens granted to or held by Administrative Agent
for the benefit of the Secured Parties as security for the Obligations under the
Loan Documents in (A) any property and assets of the Escondido Borrower, and (B)
any limited liability company membership interests of the Escondido Borrower
held by Parent (the “Escondido Membership
Interests”) shall be forever and irrevocably satisfied, released and
discharged.

     

    (iii)       Each
of the Escondido Assignment of Purchase Agreement and the Power of Attorney
executed and delivered by the Escondido Borrower to the Administrative Agent
(the “Escondido Power
of Attorney”) shall terminate and be of no further force or
effect.  The Administrative Agent represents that it has been unable
to find the original executed Escondido Power of Attorney and believes that the
Escondido Power of Attorney has been destroyed.

     

    (iv)       The
Administrative Agent agrees to deliver on the First Amendment Effective Date and
after the receipt of each of the Administrative Agent Payment Amount and the
Counsel Payment Amount pursuant to Section 12(f) of this Amendment to the
Parent and Escondido Borrower, as applicable, or their counsel, (A) the
certificate for the Escondido Membership Interests and the related transfer
power, (B) a UCC-3 termination statement executed by it releasing Administrative
Agent’s liens and security interests in all of the assets and property of the
Escondido Borrower, (C) a UCC-3 amendment statement releasing Administrative
Agent’s liens and security interests in the Escondido Pledged Interest (as
defined in the Guaranty), and (D) the Note executed and delivered by the
Escondido Borrower and the Chula Vista Borrower to the Administrative Agent on
the Closing Date.  The Credit Parties acknowledge that Administrative
Agent’s execution of and/or delivery of any documents releasing any security
interest is made without recourse, representation, warranty or other assurance
of any kind by Administrative Agent as to Administrative Agent’s rights in any
collateral security for amounts owing under the Loan Documents, the condition or
value of any Collateral, or any other matter.

     

    
      
        
        

      

      
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    4.           Amendments to Loan
Documents.  The Loan Documents are hereby amended as of the
First Amendment Effective Date as follows:

     

    (a)          Omnibus Amendments to the
Loan Documents.  Each reference in the Loan Documents to
“Borrowers”, “the Borrowers”, “each Borrower”, “any Borrower”, “a Borrower”,
“applicable Borrower” and “the Chula Vista Borrower” is hereby amended to refer
to “Borrower” (as defined herein after giving effect to this Amendment). Each
reference in the Loan Agreement to “Projects” is hereby amended to refer to
“Project” (as defined herein after giving effect to this
Amendment).  Each reference in the Loan Agreement to “Purchase
Agreements” is hereby amended to refer to “Purchase Agreement” (as defined
herein after giving effect to this Amendment).  Each reference in the
Loan Agreement to “the Escondido Assignment of Purchase Agreement”, “the
Escondido Borrower”, “the Escondido Equipment”, “the Escondido Equity
Contribution”, “the Escondido Project”, “the Escondido Purchase Agreement”, “the
Escondido Seller Acknowledgement of Assignment”, “the Escondido Turbine”, the
“Escondido Pledged Collateral” and the “Escondido Pledged Interests” is hereby
deleted in its entirety.

     

    (b)         Amendments to Section 1.1 of
the Loan Agreement. Section 1.1 of the
Loan Agreement is hereby amended as follows:

     

    (i)         Each
of the following definitions is hereby amended and restated in its entirety as
follows:

     

    “‘Applicable Margin’
means, with respect to Delayed Draw Term Loans, (i) 4.25% per annum for
Base Rate Loans and (ii) 6.00% per annum for Eurodollar Rate Loans.

     

    ‘Base Rate’ means, at
any time, a rate per annum equal to the highest of (a) the rate last quoted by
The Wall Street
Journal as the “base rate on corporate loans posted by at least 75% of
the nation’s largest banks” in the United States or, if The Wall Street
Journal ceases to quote such rate, the highest per annum interest rate
published by the Federal Reserve Board in Federal Reserve Statistical Release
H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such
rate is no longer quoted therein, any similar rate quoted therein (as determined
by Administrative Agent) or any similar release by the Federal Reserve Board (as
determined by Administrative Agent), (b) the sum of 0.50% per annum plus the Federal
Funds Rate, and (c) the sum of  the Eurodollar Rate, for a Eurodollar
for an Interest Period commencing on such day as determined by the
Administrative Agent on such day, plus 1.50% per
annum.  Each change in any interest rate provided for in this
Agreement based upon the Base Rate shall take effect at the time of such change
in the applicable rate referenced to in clause (a), (b) or (c)
above.

     

    ‘Delayed Draw Term Loan
Commitment’ means, with respect to each Lender, the commitment of such
Lender to make Delayed Draw Term Loans, which commitment is in the percentage of
the Delayed Draw Term Loan Commitment set forth under such Lender’s name on
Schedule I
under the caption “Commitment
Percentage”, as amended to reflect Assignments and as such amount may be
reduced pursuant to this Agreement (including Section
2.1(a)).  The aggregate amount of the Delayed Draw Term Loan
Commitments as of the First Amendment Effective Date equals
$10,217,500.

     

    
      
        
        

      

      
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    ‘Equipment’ means the
Chula Vista Equipment.”

     

    (ii)         The
following definitions are hereby added in appropriate alphabetical
order:

     

    “‘Borrower’ means MMC
Chula Vista II LLC, a Delaware limited liability company.

     

    ‘First Amendment Effective
Date’ means December 10, 2008.

     

    ‘Project’ means the
Chula Vista Project.

     

    ‘Purchase Agreement’
means the Chula Vista Purchase Agreement.”

     

    (iii)       The
following definitions are hereby deleted in their entirety: “Borrowers”,
“Escondido Assignment of Purchase Agreement”, “Escondido Borrower”, “Escondido
Equipment”, “Escondido Equity Contribution”, “Escondido Project”, “Escondido
Purchase Agreement”, “Escondido Seller Acknowledgement of Assignment”,
“Escondido Turbine”, “Line Amount”, “Prepayment Fee”, “Projects”, and “Purchase
Agreements”.

     

    (c)         Amendment to Section 2.1(a)
of the Loan Agreement.  The first sentence of Section 2.1(a) of the
Loan Agreement is hereby amended to delete the proviso at the end
thereof.

     

    (d)         Amendment to Section 2.5(d)
of the Loan Agreement.  Section 2.5(d) of the
Loan Agreement is hereby amended to delete the last sentence at the end
thereof.

     

    (e)         Amendment to Section 2.8 of
the Loan Agreement.  Section 2.8 of the
Loan Agreement is hereby amended by (i) deleting clause (b) therein in
its entirety and (ii) renaming clause (c) therein to
clause
(b).

     

    (f)    
     Amendment to Section 2.15 of
the Loan Agreement.  Section 2.15 of the
Loan Agreement is hereby deleted in its entirety.

     

    (g)         Amendment to Section 3.2(c)
of the Loan Agreement.  Section 3.2(c) of the
Loan Agreement is hereby amended and restated in its entirety as
follows:

     

    “(c)       Equity
Contribution.  The Chula Vista Equity Contribution shall have
been made and the Administrative Agent shall have received satisfactory evidence
that the Borrower has paid to the Seller and the Seller has received the
proceeds of the Chula Vista Equity Contribution in payment of a portion of the
purchase price of the Chula Vista Equipment under the Chula Vista Purchase
Agreement.”

     

    (h)         Amendment to Schedules and
Exhibits to the Loan Agreement.  Each of Schedule I, Exhibit A, Exhibit E and Exhibit F to the Loan
Agreement is deleted in its entirety and replaced with the corresponding
Schedule or Exhibit attached to this Amendment as Annex II.

     

    
      
        
        

      

      
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    (i)           Amendments to the
Guaranty.

     

    (i)         Section 3.2 of the
Guaranty is hereby amended by amending and restating Section 3.2 in its
entirety as follows:

     

    “Section
3.2                                [Intentionally
Omitted]”.

     

    (ii)        The
Acknowledgment and Consent executed by the Escondido Borrower in connection with
the Parent’s pledge of the Escondido Membership Interests under the Guaranty is
hereby deleted in its entirety and of no further force and effect.

     

    (iii)       Schedules I and II to
the Guaranty are deleted in their entirety and replaced with Schedules I and II attached to this
Amendment as Annex III.

     

    5.           Representations and
Warranties.  To induce the Administrative Agent and Lenders to
enter into this Amendment, each of the Borrowers and the other Credit Parties
hereby, jointly and severally, represent and warrant that:

     

    (a)          The
execution, delivery and performance of this Amendment and the performance of the
Loan Agreement as amended by this Amendment (the “Amended Loan
Agreement”) by each Credit Party which is a party thereto: (i) are
within such Credit Party’s organizational power; (ii) have been duly
authorized by all necessary or proper organizational action; (iii) do not
contravene any provision of any Credit Party’s charter or bylaws or other
constituent documents; (iv) do not violate any law or regulation, or any
order or decree of any court or Governmental Authority; (v) do not conflict
with or result in the breach or termination of, constitute a default under or
accelerate or permit the acceleration of any performance required by, any
indenture, mortgage, deed of trust, lease, or other material agreement or other
instrument to which any Credit Party is a party or by which such Credit Party or
any of its property is bound; (vi) do not result in the creation or
imposition of any Lien upon any of the property of any Credit Party other than
those in favor of Administrative Agent on behalf of itself and the Lenders
pursuant to the Loan Documents; and (vii) do not require the consent or
approval of any Governmental Authority or any other Person;

     

    (b)         This
Amendment has been duly executed and delivered by or on behalf of each Credit
Party;

     

    (c)          Each
of this Amendment, the Amended Loan Agreement and the other Loan Documents
constitutes a legal, valid and binding obligation of each Credit Party which is
a party thereto enforceable against such Credit Party in accordance with its
terms, except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting creditors’
rights generally and by general equitable principles (whether enforcement is
sought by proceedings in equity or at law);

     

    (d)         No
Default has occurred and is continuing after giving effect to this
Amendment;

     

    
      
        
        

      

      
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    (e)          No
Litigation is pending or, to the knowledge of any Borrower, threatened by or
against any Borrower or against any Borrower’s properties or
revenues;

     

    (f)           The
Escondido Membership Interest Purchase Agreement and the Escrow Agreement (as
defined therein) represent the entire agreement and understanding between the
parties thereto with respect to the subject matter thereof and there are no
other agreements or understandings, oral or written, with respect to such
subject matter.  As of the First Amendment Effective Date, Parent has
delivered to the Administrative Agent a true, complete and accurate copy of the
Escondido Membership Interest Purchase Agreement and all Schedules and Exhibits
thereto; and

     

    (g)         After
giving effect to this Amendment, the representations and warranties of the
Credit Parties contained in the Amended Loan Agreement and each other Loan
Document are true and correct in all material respects on and as of the First
Amendment Effective Date with the same effect as if such representations and
warranties had been made on and as of such date, or, to the extent such
representations and warranties expressly relate to an earlier date, on and as of
such earlier date.

     

    6.           No Other Amendments,
Consents, Waivers, Releases.

     

    (a)      
   The Loan Agreement and the other Loan Documents shall continue
to be in full force and effect in accordance with their respective terms and,
except as expressly provided herein, shall be unmodified.  In
addition, except as expressly provided herein, this Amendment shall not be
deemed an amendment, consent or waiver of any term or condition of any Loan
Document or a forbearance by Administrative Agent or Lenders with respect to any
right or remedy which Administrative Agent or Lenders may now or in the future
have under the Loan Documents, at law or in equity or otherwise or be deemed to
prejudice any rights or remedies which Administrative Agent or Lenders may now
have or may have in the future under or in connection with any Loan Document or
under or in connection with any Default or Event of Default which may now exist
or which may occur after the date hereof.

     

    (b)         This
Amendment shall constitute a Loan Document.  The occurrence of any one
or more of the following events shall constitute an immediate Event of Default
hereunder and under the other Loan Documents: (i) any representation or warranty
made by the Credit Parties in this Amendment shall be untrue or incorrect as of
the date made or deemed made, and (ii) breach by any Credit Party of any
covenant or agreement in this Amendment.

     

    7.           Covenants.  Chula
Vista Borrower and Parent hereby covenant and agree that (a) from the First
Amendment Effective Date until the Termination Date, neither Chula Vista
Borrower nor Parent shall enter into or permit to exist any agreement or other
Contractual Obligation of Parent or Chula Vista Borrower to sell or otherwise
transfer all or any portion of the Stock of the Chula Vista Borrower or assets
of the Chula Vista Borrower to any Person without the prior written consent of
the Administrative Agent.  The Administrative Agent shall use
commercially reasonable efforts to communicate to the Credit Parties whether it
intends to grant such consent within 15 Business Days of its receipt of a
written request for such consent, in detail satisfactory to the Administrative
Agent, and (b) on or before the first day following the First Amendment
Effective Date, the Chula Vista Borrower shall deliver to the Administrative
Agent an original Power of Attorney, executed by the Chula Vista Borrower and
duly notarized to replace the Power of Attorney executed and delivered by the
Chula Vista Borrower to the Administrative Agent on the Closing Date, which
Administrative Agent is unable to locate.

     

    
      
        
        

      

      
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    8.           Affirmation of
Obligations.  Chula Vista Borrower hereby acknowledges, agrees
and affirms that as of the First Amendment Effective Date (a) it shall be the
sole Borrower under the Loan Agreement and the other Loan Documents and each
reference to joint and several obligations of the Borrowers shall be the sole
obligation of the Chula Vista Borrower and it assumes all Obligations of the
Escondido Borrower under the Loan Documents, (b) its obligations under the Loan
Agreement and the other Loan Documents, as modified hereby, (c) the grant of the
security interest in all of its assets pursuant to the Loan Documents and (d)
that such liens and security interests created and granted are valid and
continuing and secure the Obligations in accordance with the terms
thereof.  Parent hereby acknowledges, agrees and affirms (a) its
obligations under the Loan Agreement and the other Loan Documents, including,
without limitation, its guaranty obligations thereunder, (b) that such guaranty
shall apply to the Obligations in accordance with the terms thereof, (c) the
grant of the security interest in all of its assets pursuant to the Loan
Documents and (d) that such liens and security interests created and granted are
valid and continuing and secure the Obligations in accordance with the terms
thereof.

     

    9.           Termination of Loan
Commitments to Escondido Borrower. The Credit Parties hereby confirm that
as of the First Amendment Effective Date, the commitments of Lenders and
Administrative Agent to make Loans or other extensions of credit under the Loan
Documents to the Escondido Borrower are terminated and none of Lenders or
Administrative Agent shall have any further obligation to make Loans or other
extensions of credit to the Escondido Borrower.

     

    10.         Outstanding Indebtedness;
Waiver of Claims.  The Credit Parties hereby acknowledge and
agree that the amounts set forth on Annex I hereto are
Obligations payable under the Loan Agreement and such amounts are payable
pursuant to the Loan Agreement without defense, offset, withholding,
counterclaim or deduction of any kind.  The Credit Parties each hereby
waive, release, remise and forever discharge Administrative Agent, Lenders and
each other Indemnitee from any and all claims, suits, actions, investigations,
proceedings or demands arising out of or in connection with the Loan Agreement
(collectively, “Claims”), whether
based in contract, tort, implied or express warranty, strict liability, criminal
or civil statute or common law of any kind or character, known or unknown, which
any Credit Party ever had, now has or might hereafter have against
Administrative Agent or Lenders which relates, directly or indirectly, to any
acts or omissions of Administrative Agent, Lenders or any other Indemnitee on or
prior to the First Amendment Effective Date.

     

    11.         Expenses.  Borrowers
and the other Credit Parties hereby reconfirm their respective obligations
pursuant to Sections
2.8 and 13.3 of the Loan
Agreement and pursuant to the Fee Letter, to pay and reimburse Administrative
Agent and the Lenders for all reasonable costs and expenses (including, without
limitation, reasonable fees of counsel) incurred in connection with the
negotiation, preparation, execution and delivery of this Amendment and all other
documents and instruments delivered in connection herewith.

     

    12.         Effectiveness.  This
Amendment shall become effective only upon satisfaction in full in the judgment
of the Administrative Agent of each of the following conditions on or prior to
December 10, 2008 (the “First Amendment Effective
Date”):

     

    (a)         Amendment.  The
Administrative Agent shall have received four (4) copies of this Amendment duly
executed and delivered by the Administrative Agent, the Lenders, the Borrowers
and the Parent.

     

    
      
        
        

      

      
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    (b)         Representations and
Warranties.  The representations and warranties of or on behalf
of the Credit Parties in this Amendment shall be true and correct on and as of
the First Amendment Effective Date.

     

    (c)         Resolutions.  The
Administrative Agent shall have received resolutions of each Credit Party’s
board of directors or other appropriate governing body approving and authorizing
the execution, delivery and performance of this Amendment.

     

    (d)         Escondido Membership
Interest Purchase Agreement.  The Administrative Agent shall
have received a true, complete and accurate copy of the Escondido Membership
Interest Purchase Agreement, which shall be in form and substance satisfactory
to the Administrative Agent.

     

    (e)         Amended and Restated
Note.  The Administrative Agent shall have received a Note for
the account of GE Capital as Lender in exchange for the existing Note delivered
to GE Capital as Lender on the Closing Date, duly executed by the Chula Vista
Borrower and conforming to the requirements for such Note contained in Section 2.11(e)
of the Loan Agreement.

     

    (f)   
      Payments.  (i)
The Administrative Agent shall have received a federal funds wire transfer in
the account listed below, no later than 11:00 a.m. (New York time) on the date
of payment in the amount of $9,049,078.71 (the “Administrative Agent Payment
Amount”), which amount shall be applied to the Obligations of the Credit
Parties listed in more detail on Annex I to this
Amendment, including without limitation, the following as of the First Amendment
Effective Date: (A) the prepayment in full of the principal of and all
accrued and unpaid interest on all of the Borrowers’ outstanding Loans under the
Loan Agreement, (B) the payment of the accrued and unpaid Unused Delayed Draw
Term Loan Commitment Fee payable by the Borrowers under Section 2.8(a)
of the Loan Agreement, (C) the payment of the Prepayment Fees payable by the
Borrowers under Section 2.8(b) of the
Loan Agreement in connection with the prepayment referred to in clause (i) above, and
(D) the payment in full of all unpaid expenses payable by the Borrowers under
the Loan Agreement (except the Counsel Payment Amount (as defined
below)).

     

    The
Administrative Agent Payment Amount referred to in this clause (f)(i), should
be sent by federal funds wire transfer to account number 50278772 in the name of
GECC EFS-T&I Depository Account, Deutsche Bank Trust Company Americas, New
York, New York, ABA number 021-001-033, Reference: EF22385- MMC
CHULA.

     

    (ii)
Paul, Hastings, Janofsky & Walker LLP, counsel to the Administrative Agent
shall have received a federal funds wire transfer in the account listed below,
no later than 11:00 a.m. (New York time) on the date of payment in the amount of
$38,947.36 (the “Counsel Payment
Amount”) in payment of unpaid fees and expenses of Administrative Agent’s
counsel payable by the Borrowers under the Loan Agreement.

     

    The
Counsel Payment Amount referred to in this clause (f)(ii),
should be sent by federal funds wire transfer to account number 14599-04796 in
the name of Paul, Hastings, Janofsky & Walker LLP, Bank of America, 100 West
33rd Street, New York, New York, 10001, ABA number: 0260-0959-3, CHIPS Address:
0959, Swift Code#: BOFAUS3N, Reference: 56706.00040 - MMC Chula Vista
II.

     

    
      
        
        

      

      
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    13.         GOVERNING
LAW.  THIS
AMENDMENT SHALL BE GOVERNED BY, AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF
THE STATE OF NEW YORK.

     

    14.         Counterparts.  This
Amendment may be executed by the parties hereto on any number of separate
counterparts and all of said counterparts taken together shall be deemed to
constitute one and the same instrument.  This Amendment may be
executed and delivered by telecopier or other method of electronic transmission
with the same force and effect as if it were a manually executed and delivered
counterpart.

     

    


     

    [SIGNATURE
PAGES FOLLOW]

     

     

     

     

     

    
      
        
        

      

      
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    IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed and delivered as of the day and year first above written.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                	 
      	
                                                        CHULA
      VISTA BORROWER

                                                      	 
	 
      	 
      	 
      	 
	 
      	
                                                        MMC
      CHULA VISTA II LLC

                                                      	 
	 
      	 
      	 
      	 
	 
      	
                                                        By:
      MMC Energy, Inc., its sole Member

                                                      	 
	 	 	 
	 
      	 
      	 
      	 
	 
      	
                                                        By:

                                                      	
                                                        /s/
      Denis Gagnon

                                                      	 
	 
      	
                                                        Name:

                                                      	
                                                        Denis
      Gagnon

                                                      	 
	 
      	
                                                        Title:

                                                      	
                                                        CFO

                                                      	 
	 	 	 
	 	 	 
	 
      	
                                                        ESCONDIDO
      BORROWER

                                                      	 
	 	 	 
	 
      	
                                                        MMC
      ESCONDIDO II LLC

                                                      	 
	 
      	 
      	 
      	 
	 
      	
                                                        By:
      MMC Energy, Inc., its sole Member

                                                      	 
	 	 	 
	 
      	 
      	 
      	 
	 
      	
                                                        By:

                                                      	
                                                        /s/
      Denis Gagnon

                                                      	 
	 
      	
                                                        Name:

                                                      	
                                                        Denis
      Gagnon

                                                      	 
	 
      	
                                                        Title:

                                                      	
                                                        CFO

                                                      	 
	 	 	 	 
	 	 	 	 
	 
      	
                                                        PARENT

                                                      	 
	 
      	 
      	 
      	 
	 
      	
                                                        MMC
      ENERGY, INC.

                                                      	 
	 	 	 
	 	 	 
	 
      	
                                                        By:

                                                      	
                                                        /s/
      Denis Gagnon

                                                      	 
	 
      	
                                                        Name:

                                                      	
                                                        Denis
      Gagnon

                                                      	 
	 
      	
                                                        Title:

                                                      	
                                                        CFO

                                                      	 


                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	 
      	
                                            ADMINISTRATIVE
      AGENT

                                          	 
	 
      	 
      	 
      	 
	 
      	
                                            GENERAL
      ELECTRIC CAPITAL

                                          	 
	 
      	
                                            CORPORATION

                                          	 
	 	 	 
	 
      	
                                            By:
      /s/ Randall F. Hornick

                                          	 
	 	 	 
	 
      	
                                            Duly
      Authorized Signatory

                                          	 
	 	 	 
	 	 	 
	 
      	 
      	 
      	 
	 
      	
                                            LENDERS

                                          	 
	 
      	 
      	 
      	 
	 
      	
                                            GENERAL
      ELECTRIC CAPITAL

                                          	 
	 
      	
                                            CORPORATION

                                          	 
	 	 	 
	 
      	
                                            By:

                                          	
                                            /s/
      Randall F. Hornick

                                          	 
	 
      	 
      	
                                            Duly
      Authorized Signatory

                                          	 


                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


     

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Annex I – Administrative
Agent Payment Amount

     

     

    
 

    
      
        	 	
                1.

              	 	
                Prepayment
      of outstanding Delayed Draw Term Loans:

              	 	$	8,574,019.30	 
	 	
                2.

              	 	
                Prepayment
      Fee (3% of terminated Delayed Draw Term Loan Commitment):

              	 	$	458,475.00	 
	 	
                3.

              	 	
                Interest
      Payment as of 12/10/08:

              	 	$	14,468.66	 
	 	
                4.

              	 	
                Unused
      Delayed Draw Term Loan Commitment Fee (from 12/01/08 to
      12/10/08):

              	 	$	2,115.75	 
	 	 	 	 
      	 	 	 	 
	 	 	 	
                TOTAL:

              	 	$	9,049,078.71	 


      

    

     

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Annex
II – Schedule I, Exhibit A, Exhibit E and Exhibit F Replacements

     

     

     

     

     

     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    SCHEDULE I

     

    ADMINISTRATIVE
AGENT’S, LENDERS’ AND BORROWERS’ ADDRESSES FOR NOTICES

     

    Administrative
Agent’s Address

     

    
      	
              Name:

            	
              General
      Electric Capital Corporation

            
	
              Address:

            	
              120
      Long Ridge Road

              Stamford,
      Connecticut  06927

            
	
              Attn:

            	
              Mr.
      Osvaldo Rubio, EFS Account Manager

            
	
              Telephone:

            	
              (203)
      961-5321

            
	
              Facsimile:

            	
              (513)
      204-3798

            
	 
      	 
      
	
              with
      a copy to:

               

            	
              Paul,
      Hastings, Janofsky & Walker LLP

              75
      East 55th Street

              New
      York, New York, 10022

              Attention:
      Mario J. Ippolito

              Telecopier
      No.: (212) 230-7848

              Telephone
      No.: (212) 318-6420

            


    

     

    Lenders’
Addresses:

     

    
      	
              Name:

            	
              General
      Electric Capital Corporation

            
	
              Address:

            	
              120
      Long Ridge Road

              Stamford,
      Connecticut  06927

            
	
              Attn:

            	
              Mr.
      Osvaldo Rubio, EFS Account Manager

            
	
              Telephone:

            	
              (203)
      961-5321

            
	
              Facsimile:

            	
              (513)
      204-3798

            
	
               

              Delayed
      Draw 

              Term
      Loan 

              Commitment

              Percentage:

            	
               

               

              100%

            


    

     

    Borrower’s
Address:

     

    
      	
              Name:

            	
              MMC
      Chula Vista II LLC

            
	
              Address:

            	
              26
      Broadway, Suite 960

              New
      York, NY 10004

            
	
              Attn:

            	
              Dennis
      Gagnon

            
	
              Telephone:

            	
              (212)
      785-5478

            
	
              Facsimile:

            	
              (212)
      785-7640 

            
	 
      	 
      
	
              With
      a copy to:

            	
              DLA
      Piper US LLP

              1251
      Avenue of the Americas

              New
      York, New York, 10020

              Attention:  Dean
      Colucci

              Telecopier
      No.: (212) 884-8494

              Telephone
      No.: (212) 335-4794

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
A

     

    NOTICE
OF DELAYED DRAW TERM LOAN

     

     

    __________,
200__

     

    General
Electric Capital Corporation., as Administrative Agent

    120 Long
Ridge Road

    Stamford,
Connecticut 06927

    Attention:
Mr. Osvaldo Rubio, EFS Account Manager

     

    
      	
              Re:

            	
              MMC
      Chula Vista II LLC

            


    

     

    


    Ladies
and Gentlemen:

     

    Reference
is made to that certain Loan and Security Agreement (as amended, modified,
supplemented, renewed or restated from time to time, the “Loan Agreement”;
capitalized terms used but not defined herein have the meanings given them in
the Agreement) dated as of June 30, 2008, by and among MMC Chula Vista II LLC, a
Delaware limited liability company (the “Borrower”), the other
Credit Parties signatory thereto, each of the financial institutions a signatory
thereto, from time to time, together with their successors and assignees (the
“Lenders”), as
lenders, and General Electric Capital Corporation., a Delaware corporation, as
administrative Agent for the Lenders (in such capacity, the “Administrative
Agent”).

     

    The
Borrower hereby gives you notice that the Borrower hereby requests the borrowing
of a Delayed Draw Term Loan under Article 2 of the Loan
Agreement and in connection therewith, sets forth the information related to
such borrowing:

     

    
      	
               
      

            	
              (i)

            	
              The
      aggregate principal amount of the Delayed Draw Term Loan is $[______] (the
      “Borrowing”)

            


    

     

    
      	
               
      

            	
              (ii)

            	
              The
      Delayed Draw Term Loan is requested to be made on [______ __, 200__] (the
      “Borrowing
      Date”).

            


    

     

    
      	
            	
              [(iii)1

            	
              The
      Borrowing is requested to pay the attached invoices received by the
      Borrower from Seller under Section 5.1 of the Chula Vista Purchase
      Agreement for payments required to be made in accordance with the payment
      schedule set forth in Attachment 3 to the Chula Vista Purchase
      Agreement.  Borrower hereby directs that the proceeds of the
      Borrowing be sent directly by Administrative Agent to the Seller for
      application to Borrower’s obligations under the Chula Vista Purchase by
      wire transfer as follows:

            


    

     

    
      	
            	
               
      

            	
              [Insert
      Seller’s bank account information]]

            


    

     

    
      	
            	
              [(iii)1

            	
              The
      Borrowing is requested to repay Parent Advances, the proceeds of which
      have been used by the Borrower solely to pay the attached invoices
      received by the Borrower from Seller under Section 5.1 of the Chula Vista
      Purchase Agreement for the payments required to be made in accordance with
      the payment schedule set forth in Attachment 3 to the Chula Vista Purchase
      Agreement (other than the initial 45% of such
      payments).  Attached hereto is correspondence from the Seller
      confirming that such invoices have been paid.  Borrower hereby
      directs that the proceeds of the Borrowing be sent by the Administrative
      Agent to the Parent in repayment of such Parent Advances by wire transfer
      as follows:

            


    

     

    
      

        

      

      
        1 Insert
appropriate clause
(iii).

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
            	
               
      

            	
              [Insert
      Parent’s bank account information]]

            


    

     

    The
undersigned hereby certifies that (i) all of the statements contained in
Section 3.2 of
the Loan Agreement are true and correct on the date hereof, and will be true and
correct on the Borrowing Date, before and after giving effect thereto and the
application of the proceeds of the requested Delayed Draw Term Loan and
(ii) the proceeds of the requested Delayed Draw Term Loan will be used as
set forth in clause
(iii) above.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
WITNESS WHEREOF, The Borrower has executed this Notice by its duly authorized
member as of the date first written above.

     

    


    
      
        
          
            
              
                
                  
                    
                      	 
      	
                              BORROWER

                            	 
	 	 	 	 
	 
      	
                              MMC
      CHULA VISTA II LLC

                            	 
	 	 	 	 
	 	 	 	 
	 
      	
                              By:
      MMC Energy, Inc., its sole Member

                            	 
	 
      	 
      	 
      	 
	 
      	
                              By:

                            	   
      	 
	 
      	
                              Name:

                            	 
      	 
	 
      	
                              Title:

                            	 
      	 


                    

                  

                

              

            

          

        

      

    

    


     

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
E

     

    FORM
OF NOTE

     

    LENDER:  [NAME OF LENDER]   NEW YORK, NEW
YORK

    
      	
              PRINCIPAL
      AMOUNT: $_______

            	
              ___________,
      20__

            
	 
      	 
      


    

    


     

    FOR VALUE
RECEIVED, the undersigned, MMC Chula Vista II LLC, a Delaware limited liability
company (the “Borrower”), hereby
promises to pay to the order of the Lender set forth above (the “Lender”) the
Principal Amount set forth above, or, if less, the aggregate unpaid principal
amount of all Delayed Draw Term Loans (as defined in the Loan Agreement referred
to below) of the Lender to the Borrower, payable at such times and in such
amounts as are specified in the Loan Agreement.

     

    The
Borrower promises to pay interest on the unpaid principal amount of the Delayed
Draw Term Loans from the date made until such principal amount is paid in full,
payable at such times and at such interest rates as are specified in the Loan
Agreement.  Demand, diligence, presentment, protest and notice of
non-payment and protest are hereby waived by the Borrower.

     

    Both
principal and interest are payable in Dollars to General Electric Capital
Corporation, as Administrative Agent, at 120 Long Ridge Road, Stamford
Connecticut  06927, in immediately available funds.

     

    This Note
is one of the Notes referred to in, and is entitled to the benefits of, the Loan
and Security Agreement, dated as of June 30, 2008 (as the same may be
amended, restated, supplemented or otherwise modified from time to time, the
“Loan
Agreement”), among the Borrower, the other Credit Parties party thereto,
the Lenders party thereto from time to time and General Electric Capital
Corporation, as administrative agent for the Lenders.  Capitalized
terms used herein without definition are used as defined in the Loan
Agreement.

     

    The Loan
Agreement, among other things, (a) provides for the making of Delayed Draw Term
Loans by the Lender to the Borrower in an aggregate amount not to exceed at any
time outstanding the Principal Amount set forth above, the indebtedness of the
Borrower resulting from such Delayed Draw Term Loans being evidenced by this
Note and (b) contains provisions for acceleration of the maturity of the unpaid
principal amount of this Note upon the happening of certain stated events and
also for prepayments on account of the principal hereof prior to the maturity
hereof upon the terms and conditions specified therein.

     

    This Note
is a Loan Document, is entitled to the benefits of the Loan Documents and is
subject to certain provisions of the Loan Agreement, including Sections 1.4,
13.14(a) and
13.15
thereof.

     

    This Note
is a registered obligation, transferable only upon notation in the Register, and
no assignment hereof shall be effective until recorded therein.

     

    This Note
shall be governed by, and construed and interpreted in accordance with, the law
of the State of New York.

     

    [Signature Pages Follow]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    In
witness whereof, the Borrower has caused this Note to be executed and delivered
by its duly authorized officer as of the day and year and at the place set forth
above.

     

    
      
        
          
            
              
                	 
      	
                        MMC
      CHULA VISTA II LLC

                      	 
	 	 	 	 
	 
      	
                        By:
      MMC Energy, Inc., its sole Member

                      	 
	 
      	 
      	 
      	 
	 
      	
                        By:

                      	  
        	 
	 
      	
                        Name:

                      	 
      	 
	 
      	
                        Title:

                      	 
      	 


              

            

          

        

      

    

    


     

    


     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    


    EXHIBIT
F

     

    


     

    FORM
OF NOTICE OF CONVERSION OR CONTINUATION

     

    
      	
               
      

            	
              GENERAL
      ELECTRIC CAPITAL CORPORATION

            


    

     

    
      	
               
      

            	
              as
      Administrative Agent under the

            


    

     

    
      	
               
      

            	
              Loan
      Agreement referred to below

            


    

     

    _________
__, 20__

     

    Attention:

     

    
      	
               
      

            	
              Re:

            	
              MMC Chula Vista II
      LLC (the “Borrower”)

            


    

     

    Reference
is made to the Loan and Security Agreement, dated as of June 30, 2008 (as the
same may be amended, restated, supplemented or otherwise modified from time to
time, the “Loan
Agreement”), among the Borrower, the lenders from time to time party
thereto, General Electric Capital Corporation, as administrative agent, and the
other parties thereto.  Capitalized terms used herein and not
otherwise defined herein are used herein as defined in the Loan
Agreement.

     

    The
Borrower hereby gives you irrevocable notice, pursuant to Section 2.7(e)(ii)
of the Loan Agreement of its request for the following:

     

    E.           a
continuation, on ________, ____, as Eurodollar Rate Loans having an Interest
Period of 3 months of [a] Delayed Draw Term Loan[s] in [the] [an aggregate] outstanding principal amount
of $____________ having an Interest Period ending on the proposed date for such
continuation;

    F.           a
conversion, on ________, ____, to Eurodollar Rate Loans having an Interest
Period of 3 months of [a] Delayed Draw Term Loan[s] in [the] [an aggregate] outstanding principal amount
of $____________; and

    G.           a
conversion, on ________, ____, to Base Rate Loans, of [a] Delayed Draw Term Loan[s] in [the] [an aggregate] outstanding principal amount
of $____________.

     

    In
connection herewith, the undersigned hereby certifies that no Default is
continuing on the date hereof, both before and after giving effect to any Loan
to be made on or before any date for any proposed conversion or continuation set
forth above.

     

    
      
        
          
            
              
                
                  	 
      	
                          MMC
      CHULA VISTA II LLC

                        	 
	 	 	 
	 
      	
                          By:
      MMC Energy, Inc., its sole Member

                        	 
	 	 	 
	 
      	 
      	 
      	 
	 
      	
                          By:

                        	 
      	 
	 
      	
                          Name:

                        	
                          Denis
      Gagnon

                        	 
	
                        	
                          Title:

                        	

                          Chief
      Financial Officer

                        	 


                

              

            

          

        

      

    

    


     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Annex
III – Schedules I and II to the Guaranty Replacements

     

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    SCHEDULE
I

     

    PLEDGED
INTERESTS

     

    


     

    
      
        	
                Pledgor

                 

              	
                Pledged Entities

                 

              	
                Description
      of 

                Pledged
      Interest 

                and
      Operating 

                Agreement

                 

              	
                Cert.
      

                No.(s)

                 

              	
                Number
      of 

                Interests

                 

              	
                %
      of
      

                Outstanding
      

                Interests

                 

              
	
                MMC
      Energy, Inc.

              	
                MMC
      Chula Vista II LLC

              	
                Membership
      Interest

              	
                1

              	
                1

              	
                100%

              


      

    

    


     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    SCHEDULE
II

     

    LOCATIONS;
CORPORATE OR OTHER NAMES

     

    Borrower

     

    A.  Official Legal Name:
MMC Chula Vista II LLC

     

    B.  Type of Entity (corporation,
partnership, etc.): Limited liability company

     

    C.  Organization Identification
Number:                   4491832

     

    D.  State of Organization or
Incorporation:             
Delaware

     

    E.  Location of chief executive
office, corporate offices, warehouses and other locations of Collateral and
locations of records with respect to Collateral:  26 Broadway, Suite
960 New York, NY 10004

     

    F.  Prior legal or trades names
of the Borrower during past 5 years:      
N/A