ex10_4.htm


    Exhibit
10.4

    AMENDED
AND RESTATED LANDFILL GAS SERVICES AGREEMENT

     

    THIS AMENDED AND RESTATED LANDFILL
GAS SERVICES AGREEMENT is entered into this 17th day of November, 2008,
and is by and among RIDGEWOOD
GAS SERVICES LLC, a Delaware limited liability company (“RGS”), and RHODE ISLAND RESOURCE RECOVERY
CORPORATION (“RIRRC”), a Rhode
Island corporation, and solely as to Sections 3.2 and 3.3, RHODE ISLAND LFG GENCO, LLC, a
Delaware limited liability company (“RILG”).  RGS
and RIRRC may sometimes be referred to herein individually as a “Party” and
collectively as the “Parties.”

     

    RECITALS

     

    WHEREAS, RIRRC is the owner of
a certain landfill, commonly referred to as the “Central Landfill,” located in
the Town of Johnston, County of Providence, State of Rhode Island (as expanded
or otherwise modified from time to time, the “Landfill”);

     

    WHEREAS, the current
configuration of the Landfill, including the RIRRC Gas Collection System, the
LKD Gas Collection System and the Condensate Control, Treatment and Disposal
System at the Landfill, are depicted on the Existing Site Plan, attached hereto
as Exhibit
A;

     

    WHEREAS, pursuant to the
Landfill Gas Services Agreement dated as of August 1, 2003 between RGS and RIRRC
(the “Existing Gas
Services Agreement”), RGS operates the RIRRC Gas Collection
System;

     

    WHEREAS, as of December 31,
2007, pursuant to the Termination and Assignment Agreement dated December 20,
2007 among CGLP, LKD, Ridgewood Providence Power, RGS and Rhode Island Gas
Management LLC, RGS acquired the LKD Gas Collection System from LKD and the
Landfill Gas Services Agreement dated as of August 1, 2003 between CGLP and RGS
(“CGLP Services
Agreement”), under which RGS had operated and maintained the LKD Gas
Collection System, was terminated;

     

    WHEREAS, pursuant to the
Amended and Restated Site Lease and Landfill Gas Delivery Agreement, dated as of
the date hereof, (as amended and/or restated from time to time, the “Site Lease”), RIRRC
is granting to RILG, the sole member in RGS, the right to construct and operate
the RILG Facilities at the Landfill and certain rights with respect to the
Landfill Gas produced at the Landfill;

     

    WHEREAS, as of the date
hereof, RGS and RIRRC are entering into a Purchase and Sale Agreement (the
“Purchase and Sale
Agreement”), pursuant to which RGS may acquire all of RIRRC’s right,
title and interest in and to the RIRRC Gas Collection System and the Condensate
Collection System on the Acquisition Date; and

     

    WHEREAS, RIRRC and RGS now
desire to enter into this Amended and Restated Landfill Gas Services Agreement
to enable RGS to continue to operate and maintain the RIRRC Gas Collection
System, the Condensate Control, Treatment and Disposal System and the LKD Gas
Collection System so that all gas collection systems at the Landfill will be
operated and maintained by RGS, and RGS desires to perform such functions,
pursuant to the terms and conditions hereof;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    NOW THEREFORE, the Parties
agree as follows:

     

    ARTICLE I:
  TERM/DEFINITIONS

     

     1.1      
Term.  This Agreement
shall become effective as of the Effective Date and, unless terminated earlier
pursuant to Article XII hereof, shall remain in full force and effect so long as
the Site Lease remains in full force and effect.  Termination of this
Agreement shall not affect the term or termination of the Site
Lease.

     

     1.2  Definitions.  Capitalized terms
not otherwise defined herein have the meanings given to them in the Schedule of
Definitions attached hereto.

     

     1.3  Certain
Interpretive Matters.  In this
Agreement, unless the context otherwise requires, the singular shall include the
plural, the masculine shall include the feminine and neuter, and vice
versa.  The term “includes” or “including” shall mean “including
without limitation.” References to a section, article, exhibit or schedule shall
mean a section, article, exhibit or schedule of this Agreement unless the
context requires otherwise.  All exhibits, annexes, schedules and
other attachments to this Agreement are hereby deemed to be attached to this
Agreement and incorporated herein by reference.  The headings in this
Agreement are included for convenience of reference only and shall not in any
way affect the meaning or interpretation of this Agreement.  The
definitions of agreements, contracts and other documents contained in this
Agreement which describe such agreements, contracts or documents are not
intended to be a complete description of all terms of such agreements, contracts
or documents and shall not in any way affect the interpretation of such
agreements, contracts or documents.  Whenever a representation and
warranty is made in this Agreement “to the knowledge” of a party, the knowledge
is the actual and constructive knowledge of the directors, officers, and
management level personnel of the party.

     

    ARTICLE II:  
LANDFILL GAS
SERVICES

     

     2.1  RGS
Operator.  RGS will continue
to be the sole and exclusive operator of the Gas Collection Systems and the CCS
for the remaining term hereof, and except as may be otherwise set forth herein,
RGS, as sole and exclusive operator, shall have complete authority for all
operations, maintenance, upgrades and administration of the Gas Collection
Systems and the CCS for the remaining term hereof.

     

     2.2  Description
of the Services.  RGS
shall:  (a) operate, maintain and administer the Gas Collection
Systems and the CCS, including the disposal of all Hazardous Materials, and
deliver Landfill Gas and construct additions and improvements to the Gas
Collection Systems, all in accordance with all applicable Legal Requirements and
the terms hereof and to the extent set forth herein; and (b) perform such other
services with respect to the Gas Collection Systems and the CCS as RGS and RIRRC
may agree from time to time (the “Services”); provided that all
services to be performed under this Agreement shall be performed in a manner
consistent with all applicable Legal Requirements, Good Engineering Practices,
and in such a manner that gives the highest priority to compliance with Permits
and Legal Requirements.  Except as otherwise agreed upon by the
Parties pursuant to a flare plan and interim gas collection system upgrade plan,
until the earlier of (i) the Commercial Operation Date or (ii) the third
anniversary of the Decommissioning Date, RGS shall not be required to take any
action, to expend any funds or to incur any liabilities in excess of those
contained in the Operating Plan and Budget.

     

    
      
        
        

      

      
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    2.3  No
Liens.  In connection
with the performance of the Services under this Agreement, RGS shall not,
without the prior written consent of RIRRC: (a) create, or suffer the creation
or continued existence of, any Lien based on the action or inaction of RGS on
the Landfill Gas, the Landfill or the Leachate Control, Treatment and Disposal
System, or any interest in or portion of such Landfill Gas, Landfill or the
Leachate Control, Treatment and Disposal System; or (b) take any action or fail
to take any action where such action or failure would adversely affect RIRRC’s
title to the Landfill Gas, the Landfill or the Leachate Control, Treatment and
Disposal System, or, prior to the Acquisition Date, the Gas Collection Systems
and the Condensate Control, Treatment and Disposal System or any interest
therein or portion thereof.  After the Acquisition Date, RIRRC shall
not, without the prior written consent of RGS:  (a) create, or suffer
the creation or continued existence of, any Lien based on the action or inaction
of RIRRC on the Gas Collection Systems or Condensate Control, Treatment and
Disposal System, or any interest in or portion of such Gas Collection Systems or
Condensate Control, Treatment and Disposal System, or (b) take any action or
fail to take any action where such action or failure would adversely affect RGS’
title to the Gas Collection Systems or Condensate Control, Treatment and
Disposal System, or any interest in or portion of such Gas Collection Systems or
Condensate Control, Treatment and Disposal System; or (c) remove any material
part of the Gas Collection Systems or Condensate Control, Treatment and Disposal
System from the Landfill unless required to comply with a Legal Requirement or
Environmental Law.  Any Party creating, or suffering the creation or
continued existence of, any Lien prohibited under this Section 2.3 shall
promptly discharge such Lien.  RIRRC may create, or suffer the
creation or continued existence of, a Lien on the Landfill, provided the
Lienholder provides RGS with a subordination and non-disturbance agreement
recognizing the rights of RGS under this Agreement that is reasonably acceptable
to RGS.

     

     2.4  Subcontracts.  RGS shall give
RIRRC prior written notice of the names of the contractors or subcontractors, if
any, proposed for principal parts of the Services.  RIRRC shall have
the right to reject any such subcontractor (other than Ridgewood Power
Management, LLC) for reasonable cause, which cause shall be provided in writing
to RGS.  RGS shall be fully responsible for the acts and omissions of
its contractors and subcontractors and of persons either directly or indirectly
employed by them, to the same extent as for its own acts and omissions or those
of persons directly employed by it.  RGS’ subcontracting of any
Services under this Agreement shall not in any manner whatsoever relieve RGS of
any of its duties, obligations, or liabilities under this
Agreement.  Nothing contained in this Agreement shall create any
contractual relationship between any contractor or subcontractor and
RIRRC.

     

     2.5  Permits,
Licenses and Contracts.  As of the
Effective Date, RIRRC assigns to RGS all of its right, title and interest in, to
and under all Permits held by RIRRC that are capable of being assigned by RIRRC
to RGS and that are required to be held in the name of RGS (or take such other
steps that may be required) in order to permit RGS to perform the Services
hereunder.

     

    
      
        
        

      

      
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     2.6  RIRRC’s
Right To Cure.  If RGS shall
default or fail to perform any of its obligations hereunder and such failure
shall continue for thirty (30) days after receipt of written notice from RIRRC
of such failure, then RIRRC may, in addition to any other remedy or right
available to it, cure RGS’ default and perform or complete such obligation,
provided, however, that any
additional costs to RIRRC for its actions hereunder shall be paid by RGS
promptly after receipt of an invoice therefor from RIRRC and, provided further,
that notwithstanding anything contrary herein, RIRRC shall have no
responsibility for, and does not agree to, indemnify or hold harmless RGS or any
Affiliate of RGS against, any claims, damages, fines or penalties that may
result from or be related to the work performed by or on behalf of RIRRC
pursuant to this Section 2.6 unless RIRRC’s actions, or those of a RIRRC
subcontractor, with respect thereto constituted gross negligence or willful
misconduct.

     

     2.7  Improvements/Replacements.  Following the
earlier of (i) the Commercial Operation Date or (ii) the third anniversary of
the Decommissioning Date and for the remaining term of this Agreement, RGS shall
provide at its expense expansions of or capital improvements to, or replacements
of, all items comprising the Gas Collection Systems necessary to collect and
process Landfill Gas produced at the Landfill and to convey such Landfill Gas to
the Demarcation Point.  Any such expansions, capital improvements or
replacements shall become an integral part of the Gas Collection System to which
they are made.  RGS and RIRRC will cooperate in assessing and, if
appropriate, effecting those expansions and capital improvements, subject to the
terms of this Agreement.

     

     2.8  Delivery
of Landfill Gas.  RGS shall
collect, meter and deliver all Landfill Gas collected in the Gas Collection
Systems to the Demarcation Point.

     

     2.9  Title to
Landfill Gas and Environmental Attributes.  RIRRC and RGS
hereby acknowledge that, while RGS will own and operate the Gas Collection
Systems (subject to the Purchase and Sale Agreement), it does not and will not
at any time during the term of this Agreement have title to the Landfill Gas in
the Gas Collection Systems or to any Environmental Attributes originally arising
or created on or after the Effective Date, which title shall at all times vest
in RILG.

     

     2.10  Coordination.  RGS
and RIRRC will use commercially reasonable efforts to coordinate their
operations during the term of this Agreement.  RGS and RIRRC will each
identify a representative to act as its primary contact under the
Agreement.  RGS and RIRRC will each use commercially reasonable
efforts to assist the other, when necessary, with applying for and complying
with any Permit required to operate and maintain its assets on the Landfill
during the term of this Agreement.

     

     2.11  Permits
and Approvals.  In the event that
any Governmental Body asserts that RGS should have obtained a Permit relating to
the Gas Collection Systems or the CCS that has not been obtained as and when
required, RGS shall not be deemed to have breached its obligations with respect
to complying with Legal Requirements for purposes of this Agreement, and shall
not be deemed to have acted with intentional misconduct or gross negligence, if
it has cooperated with RIRRC in connection with the obtaining of, and has used
commercially reasonable efforts to obtain, any Permits in accordance with this
provision.

     

    
      
        
        

      

      
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     2.12  License.  (a)
As of the Effective Date and subject to the terms of this Agreement, RIRRC
hereby conveys to RGS, and RGS hereby accepts from RIRRC, (i) such non-exclusive
licenses, rights of way and other appropriate rights, for the term of this
Agreement only, over, along or across lands of RIRRC at the Landfill as RGS may
reasonably require in such locations as mutually agreed to between RGS and RIRRC
such that RGS, its employees, representatives, agents, contractors and
subcontractors may perform any activity at the Landfill permitted hereunder or
exercise any right granted hereunder, including, without limitation, (A) a
non-exclusive right of way over lands of RIRRC in locations reasonably
acceptable to RIRRC for ingress and egress to the Gas Collection Systems and the
CCS and RGS’ other facilities for performance of the Services hereunder,
including staging areas during expansion and relocation the Gas Collection
Systems and the CCS, (B) such easements, if any, as may be required by utility
providers to RGS and its Affiliates at the Landfill for electricity
interconnection and metering and other utilities in such locations as shall be
reasonably acceptable to RIRRC and any mutually agreeable improvements or
additions to the Gas Collection Systems in connection with the development of
new generating facilities by RILG or its Affiliates; and (ii) the right to
conduct all activities at the Landfill specifically permitted by this
Agreement.

     

    (b)  All
activities conducted by RGS, its employees, representatives, agents, contractors
and subcontractors at the Landfill shall be (i) at RGS’ sole risk and
responsibility, (ii) conducted in a manner that does not unreasonably interfere
in any respect with RIRRC’s operation of the Landfill, and (iii) conducted in
compliance with all applicable Legal Requirements, including requirements of any
Permits relating to the Landfill.

     

    (c)  RIRRC
reserves a right of reasonable access to the portions of the Landfill to which
RGS has a license hereunder.  RIRRC shall exercise such right of
access in a manner that does not unreasonably interfere with RGS’ rights
hereunder, unless RIRRC’s purpose is to exercise its rights and remedies under
this Agreement following a default by RGS under, or a termination of, this
Agreement.  Except in the case of emergencies where prior notice shall
not be required, such right of access shall be exercised by advanced notice to
RGS in a timely manner appropriate under the circumstances.  RIRRC
also reserves the right to grant to third parties easements or other access
rights to the Landfill as deemed necessary or appropriate by RIRRC for its use
and operation of the Landfill and to comply with applicable Legal Requirements,
such third parties to include, but not be limited to, any Governmental Body,
utility providers, electricity or other power generators or providers and RIRRC
contractors, provided, however, that such
easements or access rights do not unreasonably interfere with the rights granted
to RGS under this Agreement.

     

     2.13  Use of
Landfill and LCS.  RGS may make reasonable use of the Landfill,
the Condensate Control, Treatment and Disposal System and the Leachate Control,
Treatment and Disposal System, without additional compensation, to dispose of
all materials generated by RGS as a result of the activities contemplated by
this Agreement, subject to all applicable Legal Requirements and reasonable
Landfill rules promulgated by RIRRC.  RIRRC shall construct, operate
and maintain the LCS, the CCS and the Landfill at RIRRC’s sole cost so that each
is capable of receiving such materials reasonably generated by RGS as described
on Exhibit
C.

     

    
      
        
        

      

      
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    2.14  LCS
Operation and Upgrade Plan.  RIRRC shall be responsible for the
construction, expansion, operation and maintenance of the LCS in accordance with
Good Engineering Practice, and all Permits, planning documents and other Legal
Requirements that are applicable to the LCS.  RIRRC will make certain
upgrades and improvements to the LCS, as set forth in the LCS Upgrade Plan,
which is attached hereto as Exhibit
C.

     

     2.15  Operation
of Landfill.  RIRRC shall use commercially reasonable efforts
to operate the Landfill in a manner that does not damage or destroy RGS’
property or interfere with RGS’ performance, or ability to perform, under this
Agreement.  Subject to Section 10.1, RIRRC shall reimburse RGS for
costs RGS incurs as a result of damage or destruction to RGS’ property
(including without limitation the Gas Collection Systems and the CCS) caused by
the action or inaction of RIRRC or its employees or agents (other than damage or
destruction resulting from normal wear and tear) in excess of $100,000 in the
aggregate annually.  RIRRC shall not be liable for or responsible for
any consequential damages caused to RGS’ pipes or Gas Collection System,
including without limitation any interruption of Landfill Gas or contamination
thereof caused by such damage.

     

     2.16  Interim
Gas Management.  Except as
extended in writing by RIRRC, by the Decommissioning Date, and subject to
RIRRC’s reimbursement obligations set forth in Section 6.4 of the Site Lease,
RGS shall have constructed and developed, in operational condition, and shall
operate, interim gas management systems to accommodate Landfill use and
expansion as contemplated by the Interim Gas Management Plan, as may be modified
by the mutual agreement of the parties, such systems including but not limited
to additional flaring capacity required to accommodate the projected Landfill
Gas collected at the Landfill; gas treatment facilities to accommodate and treat
all Landfill Gas in accordance with all Environmental Laws and Permits; and
integrated header and delivery systems capable of delivering and treating
Landfill Gas and delivering it to the appropriate flares or other destruction
devices.  The costs of such improvements shall be borne by the Parties
as set forth in Section 2.1(d) of the Site Lease.

     

    ARTICLE III:   PAYMENT AND
ADMINISTRATION

     

     3.1  Payment.

     

    (a)  Until the
earlier of (i) the Commercial Operation Date or (ii) the third anniversary of
the Decommissioning Date, RIRRC shall make payments to RGS in accordance with
the terms of the Existing Gas Service Agreement, which terms shall survive the
execution of this Agreement solely in order to preserve such payment obligations
and procedures.

     

    (b)  Commencing
on the earlier of (i) the Commercial Operation Date or (ii) the third
anniversary of the Decommissioning Date, except as expressly set forth in this
Agreement (including without limitation in Sections 2.2 and 2.7), RGS shall be
responsible for all costs incurred in providing the Services and otherwise for
the collection and treatment of Landfill Gas as provided
herein.  RIRRC shall be responsible for all costs of providing other
services, including, without limitation all electricity costs, capital costs,
fines and penalties associated with the flares.

     

    
      
        
        

      

      
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    3.2  Netting
of Payments.  In any given
calendar month, any payment owed by RILG to RIRRC under the Site Lease (the
“RILG Payment”)
may be netted against any payment for such month owed by RIRRC to RGS under this
Agreement (the “RIRRC
Payment”).  The RILG Payment minus the RIRRC Payment is
hereinafter referred to as the “Netted
Amount.”  If the Netted Amount is a positive number, RILG shall
pay to RIRRC only the Netted Amount and shall pay to RGS the RIRRC
Payment.  If the Netted Amount is a negative number, RIRRC shall pay
to RGS the Netted Amount as if it were a positive number and RILG shall pay to
RGS the RILG Payment.  If the Netted Amount is a positive number or
upon payment of the Netted Amount by RIRRC to RGS hereunder, RIRRC shall be
deemed to have made payment of the RIRRC Payment in full to RGS, regardless of
whether RILG makes any payment to RGS.  After netting and payment by
RIRRC, as set forth herein, RGS and RILG shall reconcile and pay any amounts
owed between them as a result of such netting hereunder and RIRRC shall have no
liability therefor.

     

     3.3  Security
Interest.  RIRRC hereby grants RGS a security interest in all
amounts payable to RIRRC under the Site Lease as security for its obligation to
provide payment to RGS in accordance with this Agreement.  In the
event that RIRRC fails to make any payment in accordance with this Agreement,
RGS shall have the right to demand from RILG an amount equal to the payment due,
and RIRRC hereby authorizes RILG to deduct the amount from the amount of the
Royalty Payment required to be made to RIRRC under the Site Lease and to pay
such amount to RGS.

     

    ARTICLE IV:  
RECORDS/REPORTS

     

     4.1  Monthly
Reports.  No later than the
15th day of each month, RGS shall provide RIRRC with a monthly report
summarizing operations of the Gas Collection Systems and the CCS at the Landfill
during the prior month.  Such reports will state briefly the status of
any negotiations, Permit applications, proposed replacements or improvements and
such other information as may be reasonably required by RIRRC.  RGS
shall include a section in the report which indicates potential or actual
problems in the supply of Landfill Gas from the Landfill that have arisen or are
likely to arise.  Such reports will be made in the format of the
current reports provided by RGS to RIRRC to date, unless the parties mutually
agree to a different format.  RGS shall also promptly notify RIRRC
after becoming aware of (i) a violation of a Permit, (ii) a notice from any
applicable Governmental Body of alleged non-compliance of any of the Gas
Collection Systems or the CCS of any Legal Requirement, or (iii) any pending or
threatened litigation or proceedings regarding such facilities or any of the
foregoing instruments.

     

     4.2  Quarterly
Reports/Meetings.  RGS shall prepare
and provide to RIRRC quarterly reports summarizing the actual operations of the
Gas Collection Systems and the CCS during the prior quarter.  Such
quarterly reports shall include proposed modifications and amendments to the
Operating Plan and Budget, if any, as well as state briefly the status of any
Permit applications, environmental compliance issues, results of operations and
any other information as may be deemed necessary by RGS or requested by
RIRRC.  RGS and RIRRC agree to meet quarterly to review RGS’ quarterly
report and approve any proposed modifications or amendments to the Operating
Plan and Budget.  RGS shall use reasonable efforts to adopt and
implement such recommendations to the extent that they are within budgetary
limitations and do not conflict with regulatory requirements, Landfill
activities or the production of methane gas or electricity.

     

    
      
        
        

      

      
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    4.3  Records.  RGS shall keep
and shall require any contractor or subcontractor to keep a complete set of
records showing actual costs incurred in connection with the part of the
Services assigned to it.  RIRRC shall have the right through its own
representative or through independent auditors of its choice or both, to review
RGS’ records as they pertain to the operation and maintenance of the Gas
Collection Systems and the CCS.  The right of RIRRC, or its designee,
to audit the books of account and supporting documents of RGS and its
contractors and subcontractors with respect to the Services shall extend for
three (3) years following the provision of such Services.  In
addition, RGS shall have and RIRRC shall provide RGS with reasonable access to
the books and records of RIRRC if necessary or reasonably required by RGS to
perform its obligations under this Agreement.

     

    ARTICLE V:   REPRESENTATIONS
AND WARRANTIES OF RGS

     

    RGS
hereby represents and warrants to RIRRC as follows as of the Effective
Date:

     

     5.1  Organization;
Authorization; Enforceability.  RGS is a limited
liability company duly organized, validly existing and in good standing under
the laws of the State of Rhode Island.  It has all requisite power and
authority to own, lease and operate its material assets and properties, to carry
on its business as is now being conducted and to consummate the transactions
contemplated by this Agreement.  The execution, delivery and
performance of this Agreement, and the consummation of the transactions
contemplated hereby, have been duly and validly authorized by all necessary
action required on the part of RGS.  This Agreement constitutes the
legal, valid and binding agreement of RGS enforceable against it in accordance
with its terms, except as such enforceability may be limited by law or by
applicable bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium or other similar laws affecting or relating to enforcement of
creditors’ rights generally and general principles of equity (regardless of
whether enforcement is considered in a proceeding at law or in equity) and that
the remedy of specific enforcement or of injunctive relief is subject to the
discretion of the court before which any proceeding therefor may be
brought.

     

     5.2  Non-Contravention;
Approvals; Litigation; Bankruptcy.  The execution,
delivery and performance by RGS of this Agreement (a) do not and will not, with
or without the giving of notice or the lapse of time, or both, violate, conflict
with, or result in the breach of any covenant, agreement or understanding to
which RGS is a party, (b) do not and will not violate any statute, regulation,
administrative order, judgment or decree binding upon RGS, and (c) do not
require that RGS obtain the consent or approval of any Governmental Body or any
third party, other than consents and approvals that have been obtained or that
are not yet required.  RGS is not subject to any outstanding order,
ruling, decree, judgment or stipulation that would have a Material Adverse
Effect on the ability of RGS to enter into this Agreement or the Purchase and
Sale Agreement or to perform its obligations hereunder and
thereunder.  RGS is not subject to any pending or, to its knowledge,
threatened litigation, which if adversely determined could have a Material
Adverse Effect on RGS’ ability to execute, deliver and perform its obligations
under this Agreement or the Purchase and Sale Agreement or that seeks to enjoin
the consummation of the transactions contemplated by this Agreement or the
Purchase and Sale Agreement.  No bankruptcy, insolvency,
reorganization, receivership or other arrangement proceedings are pending
against or being contemplated by RGS and, to its knowledge, no such proceedings
have been threatened against it.

     

    
      
        
        

      

      
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     5.3  Experience
and Skills.  RGS shall
provide, or shall engage and retain, personnel experienced, properly trained and
skilled in the rendering of the Services in accordance with Good Engineering
Practice.

     

     5.4  Disclosure
of Permit Issues.  Notwithstanding
anything contained in this Agreement to the contrary, the representations and/or
warranties of RGS contained in Section 5.2 of this Agreement are hereby deemed
qualified by the disclosure set forth in this Section 5.4.  RGS hereby
discloses permits required by Title V of the Clean Air Act and Regulation 9 of
Rhode Island Department of Environmental Management have not been obtained and
the EPA has asserted that such permits may be the responsibility of the owner
and/or operator of the Gas Collection Systems.  The proposed
modification to Air Regulation 22 of Rhode Island Department of Environmental
Management may require an air toxics operating permit to be obtained in order to
operate the Gas Collection Systems.

     

    ARTICLE VI:   REPRESENTATIONS
AND WARRANTIES OF RIRRC

     

    RIRRC
hereby represents and warrants to RGS as follows as of the Effective
Date:

     

     6.1  Organization;
Authorization; Enforceability. RIRRC is a public
corporation duly organized, validly existing and in good standing under the laws
of the State of Rhode Island.  It has all requisite power and
authority to own, lease and operate its material assets and properties, to carry
on its business as is now being conducted and to consummate the transactions
contemplated by this Agreement.  The execution, delivery and
performance by RIRRC of this Agreement, and the consummation of the transactions
contemplated hereby, have been duly and validly authorized by all necessary
action required on the part of RIRRC.  This Agreement constitutes the
legal, valid and binding agreement of RIRRC enforceable against it in accordance
with its terms, except as such enforceability may be limited by law or by
applicable bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium or other similar laws affecting or relating to enforcement of
creditors’ rights generally and general principles of equity (regardless of
whether enforcement is considered in a proceeding at law or in equity) and that
the remedy of specific enforcement or of injunctive relief is subject to the
discretion of the court before which any proceeding therefor may be
brought.

     

     6.2  Non-Contravention;
Approvals; Litigation; Bankruptcy. The execution, delivery
and performance by RIRRC of this Agreement (a) do not and will not, with or
without the giving of notice or the lapse of time, or both, violate, conflict
with, or result in the breach of any covenant, agreement or understanding to
which RIRRC is a party, (b) do not and will not violate any statute, regulation,
administrative order, judgment or decree binding upon RIRRC, and (c) do not
require that RIRRC obtain the consent or approval of any Governmental Body or
any third party, other than consents and approvals that have been obtained or
that are not yet required.  RIRRC is not subject to any outstanding
order, ruling, decree, judgment or stipulation that would have a Material
Adverse Effect on the ability of RIRRC to enter into this Agreement or the
Purchase and Sale Agreement or to perform its obligations hereunder or
thereunder.  RIRRC is not subject to any pending or, to its knowledge,
threatened litigation, which if adversely determined could have a Material
Adverse Effect on RIRRC’s ability to execute, deliver and perform its
obligations under this Agreement or the Purchase and Sale Agreement, or that
seeks to enjoin the consummation of the transactions contemplated by this
Agreement or the Purchase and Sale Agreement.  No bankruptcy,
insolvency, reorganization, receivership or other arrangement proceedings are
pending against or being contemplated by RIRRC and, to its knowledge, no such
proceedings have been threatened against it.

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

     

    6.3  Permits
to Operate.  Except as set
forth in Section 6.6, to the best of RIRRC’s knowledge, without further
investigation, other than the Permits listed on Exhibit B, no additional
Permits are required in order for RGS to own and operate the Gas Collection
Systems and the CCS and perform the other Services under this Agreement in
accordance with all Legal Requirements.

     

     6.4  Conflicts
with Laws.  Except as set
forth in Section 6.6, and other than as set forth therein or relating to
administrative or civil actions threatened as a result of the matters described
in the RIRRC Consent Decree, to the best of RIRRC’s knowledge, without further
investigation, there are no current violations by RIRRC or any Affiliate of
RIRRC of any Legal Requirement pertaining to the Landfill that will or are
likely to have a Material Adverse Effect on the ability of RGS to own and
operate the Gas Collection Systems and the CCS and perform the other Services
under this Agreement.

     

     6.5  Effectiveness
of Related Agreements.  Except as set
forth in Section 6.6, to the best of RIRRC’s knowledge, without further
investigation, (a) each of the Related Agreements to which RIRRC is a party
continues in full force as to RIRRC, (b) RIRRC is not aware of any facts that
would, with the giving of notice or passing of time, constitute a material
breach or violation of any of the Related Agreements by RIRRC, and (c) RIRRC is
not aware of any agreement relating to the ownership and operation of the Gas
Collection Systems and the CCS other than the Existing Gas Services Agreement,
the CGLP Gas Services Agreement and the Related Agreements.

     

     6.6  Disclosure
of Permit Issues.  Notwithstanding
anything contained in this Agreement to the contrary, the representations and/or
warranties of RIRRC contained in Sections 6.2, 6.3, 6.4 and 6.5 of this
Agreement are hereby deemed qualified by the following
disclosure.  RIRRC hereby discloses permits required by Title V of the
Clean Air Act and Regulation 9 of Rhode Island Department of Environmental
Management have not been obtained and the EPA has asserted that such permits may
be the responsibility of the owner and/or operator of the Gas Collection Systems
and the CCS.  RIRRC is not aware of any other specific permit
requirements applicable to the Gas Collection Systems and/or CCS owner or
operator.  The proposed modification to Air Regulation 22 of Rhode
Island Department of Environmental Management may require an air toxics
operating permit to be obtained in order to operate the Gas Collection
Systems.

     

     6.7  Environmental
Matters.  Except as disclosed in Section 6.6, RIRRC is in
material compliance with all Environmental Laws.  There is no pending,
or to RIRRC’s knowledge after reasonable inquiry, threatened, civil or criminal
litigation, written or oral notice of violation, formal or informal
administrative proceeding or investigation, inquiry or information request by
(i) any private party asserting a claim in litigation or arbitration, (ii) any
Governmental Body under any Environmental Law involving or relating to RIRRC or
the Assets, or (C) notice, whether written or oral, of any violation, formal or
informal administrative proceeding or investigation, inquiry or information
request.  RIRRC has provided RGS with true and accurate copies of all
environmental audits, reports (including monthly reports for submittal to DEM,
EPA or other Governmental Body), and investigations relating to the Assets which
have been done or caused to be done by RIRRC, or directed by a Governmental Body
or other third party and issued during the three (3) years prior to the
Effective Date.

     

    
      
        
        

      

      
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    ARTICLE VII: 
 EVENTS OF
FORCE MAJEURE

     

     7.1  Force
Majeure.  Except for any
obligations to make payments required under Article IV that are then already due
and owing for Services rendered, no Party to this Agreement shall be liable for
any failure to perform the terms of the Agreement effected by an Event of Force
Majeure, whether wholly or in substantial part, during the occurrence of an
Event of Force Majeure.  The affected party’s performance shall be
immediately excused only to the extent and for so long as it is prevented by
such Event of Force Majeure; provided, that the
party invoking this provision has given notice and reasonably full particulars
of such Event of Force Majeure in writing within a reasonable time after the
occurrence of the event relied on; provided, further, that the
affected party shall make reasonable efforts to prevent and to mitigate the
effects of the occurrence of the Event of Force Majeure.  If it is
determined that an Event of Force Majeure has occurred, then the affected party
shall be entitled to suspend its performance under this Article VII for no more
than twelve (12) months.

     

    ARTICLE VIII:  
INDEMNIFICATION

     

     8.1  RGS
Indemnification.  Except with
respect to indemnification for Environmental Claims, which are subject to
Section 8.3 hereof, RGS shall defend, indemnify and save and hold RIRRC, its
Affiliates, employees, directors, officers, representatives, successors and
assigns, jointly and severally harmless from and against any Loss due to: (a)
injury to or death of persons, (including RGS’ employees and notwithstanding any
defense to such indemnification available to RGS under any worker’s compensation
statute), and (b) loss or destruction of or damage to property; provided that, in the
case of (a) and (b) above, such indemnity obligation is limited to the extent of
Loss caused by (x) RGS’ operation of the Gas Collections Systems and the
Condensate Control, Treatment and Disposal System, (y) any violation by RGS of
any Legal Requirement or (z) any breach of this Agreement (including
representation or warranty herein) intentional misconduct, negligent act or
omission of RGS or its employees and RGS’ subcontractors or their employees or
anyone acting on RGS’ behalf.  Notwithstanding the above, nothing in
this provision shall be construed to limit any right that RGS may have to seek
common law statutory indemnity and/or contribution from RIRRC.  The
Parties agree that recourse under this provision shall be limited to RGS, its
successors and assigns and the Parties shall not assert claims against any
Affiliate of RGS (other than a successor or assignee of RGS) for recovery under
this provision.  Notwithstanding the foregoing, in the event that
RIRRC asserts in writing and in good faith one or more indemnification claims,
the unresolved amount of which exceeds $100,000 in the aggregate, then within 60
days after its receipt of the written notice of the claim that causes the amount
of such unresolved claims to exceed $100,000, RGS shall either (i) deliver to
RIRRC a bond or other security reasonably satisfactory to RIRRC in the amount of
such unresolved good faith indemnification claims or (ii) cause RILG to agree in
a writing that is reasonably satisfactory to RIRRC to satisfy RGS’s obligations
with respect to such good faith indemnification claims; and failure by RGS to
satisfy its obligations under this sentence shall constitute an Event of Default
under Section 9.1(c).

     

    
      
        
        

      

      
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     8.2  RIRRC
Indemnification.  Except with
respect to Environmental Claims,
which are subject to Section 8.3 hereof, RIRRC shall defend, indemnify, save and
hold RGS, its Affiliates, employees, directors, officers, representatives,
successors and assigns, jointly and severally harmless from and against any Loss
due to: (a) injury to or death of persons, (including, without limitation, RIRRC
employees and notwithstanding any defense to such indemnification available to
RIRRC under any worker’s compensation statute), and (b) loss or destruction of
or damage to property; provided that, in the
case of (a) and (b) above, such indemnity obligation shall be limited to the
extent of Loss caused by (x) RIRRC’s ownership of the RIRRC Gas Collection
System and the Condensate Control, Treatment and Disposal System prior to the
Acquisition Date, (y) any violation by RGS of any Legal Requirement or (z) any
breach of this Agreement (including any representation or warranty herein)
intentional misconduct, negligent act or omission of RIRRC or its employees and
RIRRC’s subcontractors (except RGS, Ridgewood Generation, or any of RGS’ or
Ridgewood Generation’s successors, assigns or Affiliates) or their employees or
anyone acting on RIRRC’s behalf.  Notwithstanding the above, nothing
in this provision shall be construed to limit any right that RIRRC may have to
seek common law or statutory indemnity and/or contribution from
RGS.

     

     8.3  Environmental
Indemnity.  (a)  RIRRC shall indemnify, defend and
save and hold RGS and each of its partners, Affiliates, employees, directors,
officers, representatives, successors and assigns, jointly and severally,
harmless from and against any Environmental Claim, including, but not limited
to, reasonable expenses for legal (including, without limitation, attorney’s
fees), accounting, consulting, engineering, investigation, cleanup, response,
removal and/or disposal and other remedial costs, directly or indirectly imposed
upon, incurred by or asserted against RGS arising out of or in connection with
any Environmental Claims by any person or person (including, without limitation,
a Governmental Body) not arising from RGS’ gross negligence or intentional
misconduct; provided, however, that the
indemnification provided under this Section 10.3(a) shall not include fines and
penalties under any Environmental Law to the extent that such fines and
penalties do not exceed $250,000 in any year.

     

    (b)  RGS shall
indemnify, defend and save and hold RIRRC and each of its partners, Affiliates,
employees, directors, officers, representatives, successors and assigns, jointly
and severally, harmless from and against any Environmental Claim, including, but
not limited to, reasonable expenses for legal (including, without limitation,
attorney’s fees), accounting, consulting, engineering, investigation, cleanup,
response, removal and/or disposal and other remedial costs, directly or
indirectly imposed upon, incurred by or asserted against RIRRC arising out of or
in connection with any Environmental Claims by any person or person (including,
without limitation, a Governmental Body) arising from RGS’ gross negligence or
intentional misconduct.

     

    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

     

     8.4  Notice
Required, Cooperation.  An Indemnified
Party seeking to be indemnified under this Agreement shall provide the
Indemnifying Party from which it is seeking such indemnification prompt written
notice of the matter for which such Indemnified Party is seeking
indemnification.  Such notice seeking indemnification shall set forth
the particulars of the claim and include a copy of any claim, petition,
complaint or other writing giving rise to such claim for
indemnification.  Such Indemnifying Party shall provide written
acknowledgment that either it will assume the defense and indemnification
hereunder or disputes that indemnification applies within fourteen (14) days of
receipt of notification of a claim.  Upon such acknowledgment by the
Indemnifying Party that it will assume the defense and indemnification of such
claim, such Party may assert any defenses it deems advisable in its sole
discretion, including, without limitation, defenses that are or would otherwise
be available to the Indemnified Party(ies).  The Indemnified Party
shall cooperate with the defense of any claim.  Cooperation shall
include, but not be limited to, permitting counsel selected by the Indemnifying
Party to represent it; making any officers or employees available to defense
counsel for interview or to give testimony; making the facility or site
available to defense counsel and any experts hired in connection with the
defense of any claim; and making all documents and things relevant to the claim
available to defense counsel.  The indemnification provided hereunder
shall include any reasonable costs incurred by the Indemnified Party at the
request of, or to cooperate fully with, the Indemnifying Party.  The
Indemnified Party may not compromise or settle the claim without waiving
indemnification hereunder unless it first obtains the prior written consent of
the Indemnifying Party.  If the Indemnifying Party fails or refuses to
assume the defense of any claim for which it has been given notice under this
Section, the Indemnified Party may itself defend against such claim, and, after
commencing to defend against such claim, shall have no further obligation to
involve the Indemnifying Party in the defense.  In such event, to the
extent the Indemnified Party is determined to be entitled to indemnity
hereunder, the Indemnifying Party shall be obligated to pay the amount of any
Loss, and, in addition, the Indemnifying Party shall pay all costs, including,
without limitation, reasonable legal expenses, incurred by the Indemnified Party
in defending and/or settling such claim.

     

    ARTICLE IX:  
DEFAULT

     

     9.1  Events of
Default.  An “Event of Default”
shall mean the occurrence of any one or more of the following events set forth
below in this Section:

     

    (a)  any
failure by either Party to pay any undisputed amount due under this Agreement
when due and such failure is not remedied within ten (10) Business Days (or such
longer period provided for in this Agreement) after written notice of such
failure is given to such Party by the other Party; or

     

    (b)  any
representation or warranty made by either Party in this Agreement shall prove to
have been false or misleading in any material respect when made, and such false
or misleading representation has a Material Adverse Effect on the other Party or
the other Party’s rights under this Agreement; provided that such a
misrepresentation may be cured if such representation or warranty is made true
within thirty (30) days after the Party making such representation or warranty
first became aware that it was false, incorrect or breached in any material
respect and (ii) such cure removes any Material Adverse Effect on the other
Party or the other Party’s rights under this Agreement of such fact,
circumstance or condition being otherwise than as first represented;
or

     

    (c)  any
failure by either Party to perform any material covenant set forth in this
Agreement which is not excused by an Event of Force Majeure which is not cured
within thirty (30) days after written notice thereof is given to such Party by
the other Party (or within such longer period of time, not to exceed three (3)
months, as is necessary for such Party with the exercise of diligence to cure
such failure, if such failure is susceptible to cure but cannot be cured with
the exercise of diligence within such 30-day period, and if such Party commences
within such 30-day period and thereafter diligently and in good faith prosecutes
the curing of such failure); or

     

    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    

     

    (d)  subject
to Section 2.11, any failure by either Party (“Cited Party”), to
cure or contest any citation or complaint which may be made by the U.S.
Environmental Protection Agency (“EPA”) or Rhode Island
Department of Environmental Management (“DEM”) against the
Cited Party or failure to satisfy a final judgment or comply with a final order
issued on any citation or complaint issued by EPA or DEM, in each case arising
out of the Cited Party’s operations on the Landfill; or

     

    (e)  either
Party (i) becoming insolvent or making an assignment for the benefit of
creditors or admitting in writing its inability to pay its debts as they become
due; (ii) generally not paying its debts as they become due; (iii) having a
receiver, trustee or custodian appointed for, or taking possession of, all or
substantially all of the assets of such Party, either in a proceeding brought by
such Party or in a proceeding brought against such Party and such appointment is
not discharged or such possession is not terminated within ninety (90) days
after the effective date thereof or such Party consents to or acquiesces in such
appointment or possession; or (iv) filing a petition for relief under any
Applicable Bankruptcy Law or an involuntary petition for relief is filed against
such Party under any Applicable Bankruptcy Law and such involuntary petition is
not dismissed within ninety (90) days after the filing thereof or an order for
relief naming such Party is entered under any Applicable Bankruptcy Law or any
composition, rearrangement, extension, reorganization or other relief of debtors
now or hereafter existing is requested or consented to by such
Party.

     

     9.2  Remedies
Upon an Event of Default.  If an Event of Default occurs during
the term of this Agreement, the Non-Defaulting Party may, for so long as the
Event of Default is continuing (and so long as it is not the Defaulting Party
with respect to any other Event of Default) terminate this Agreement and
exercise any right it may possess at law or in equity including, but not limited
to, seeking specific performance and/or monetary damages; provided that the
occurrence of an Event of Default without a termination of this Agreement shall
not affect either party’s obligations to comply with Environmental Law and all
Legal Requirements or to pay any monetary payments required to be made
hereunder.

     

    ARTICLE X:   LIMITATION OF
DAMAGES

     

     10.1  Limitation
of Remedies, Liability and Damages.  NEITHER PARTY SHALL BE
LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES,
LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES, BY STATUTE, IN TORT OR
CONTRACT UNDER ANY INDEMNITY PROVISION OR OTHERWISE.  

     

     10.2  Mitigation.  Each
Party agrees that the provisions of this Agreement set forth the rights and
obligations of the Parties in the event of a breach of the terms hereof, and
that in the case of any provision for which one or more express remedies or
measure of damages is herein provided, neither Party shall have any duty to
mitigate any such damages that it may incur as a result of the other Party’s
performance or non-performance of this Agreement, except to the extent the terms
of this Agreement expressly require the taking of action that would constitute
such a mitigation.  Each Party shall have the duty to mitigate any
damages for which no express remedies or measure of damages is herein
provided.

     

    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    

     

    ARTICLE XI:  
INSURANCE

     

     11.1  Insurance
Policies.  Each Party shall
obtain and maintain adequate insurance with respect to its performance under
this Agreement against loss or damage by fire or other casualty, with extended
coverage as shall from time to time be commercially available and customary for
facilities of a similar type.  RGS, at its sole cost and expense,
shall maintain broad form general public liability insurance against all claims
for bodily injury, death or property damage, occurring upon, in or about RGS’
facilities, in the amounts and coverages set forth in Exhibit
D, attached hereto and made a part hereof.  RIRRC shall, at its
sole cost and expense, maintain insurance with Acceptable Insurance Companies or
through self-insurance retentions (only if RIRRC demonstrates to the
satisfaction of RGS the ability to do so) and deductibles in amounts customarily
maintained by RIRRC and other similarly situated waste management systems with
respect to works and projects of like character.

     

     11.2  Additional
Insured.  All policies
described in Section 11.1 obtained by each Party shall name the other Party as
an additional insured as its interests may appear, inclusive of third party
claims for bodily injury or property damage arising from the insuring Party’s
performance under the Agreement.  All insurance to be provided by each
Party hereunder is primary and not in excess of, or contributing with any
insurance of the other Party, nor does such insurance create a limitation on any
liability under this Agreement.  Each Party shall provide the other
with a certificate of insurance evidencing the insurance required hereunder at
the beginning of each policy period.

     

     11.3  Casualty.  Each Party shall
give prompt written notice to the other Party of any casualty to the Landfill,
the Gas Collection Systems, the CCS or the LCS or any part thereof of which
causes such facilities to become Damaged Facilities.  In the event of
such casualty, all proceeds of insurance shall be payable either (1) to a Lender
financing the Damaged Facilities or, (2) if there is no Lender financing the
Damaged Facilities or such Lender does not require payment of insurance proceeds
to it, to the affected Party.  Subject to any rights that a Lender may
have with respect to such insurance proceeds, the affected Party shall use such
proceeds, at the Party’s option, either (i) to fund reconstruction of the
Damaged Facilities, or (2) to construct Replacement Facilities reasonably
acceptable to the other Party serving the same function as the Damaged
Facilities, or (3) to repay any outstanding indebtedness of the affected Party
that is secured by the Damaged Facilities.  If the insurance proceeds
are used to reconstruct the Damaged Facilities, the Damaged Facilities shall be
promptly and diligently restored to at least the equivalent of their condition
immediately prior to the casualty, and disbursements of such insurance proceeds
(and any deficiency) shall be in accordance with disbursement procedures
reasonably acceptable to each Party.  If the insurance proceeds (and
any deficiency) are used to construct Replacement Facilities, the Replacement
Facilities shall be promptly and diligently constructed, and disbursements of
such insurance proceeds (and any deficiency) shall be in accordance with
disbursement procedures reasonably acceptable to each
Party.  Notwithstanding anything in this Section 11.3 to the contrary,
if the Agreement is terminated pursuant to Section 1.1 before reconstruction of
the Damaged Facilities or construction of the Replacement Facilities has been
completed, then, subject to any rights that a Lender may have with respect to
the insurance proceeds, any excess proceeds shall be delivered to the affected
Party for it’s own use, whether or not related to the Landfill, the Gas
Collection Systems, the CCS or the LCS.  For purposes of this Section
11.3, “excess proceeds” shall be any insurance proceeds not required to restore
the Damaged Facilities to full operation or to complete the Replacement
Facilities.

     

    
      
        
        

      

      
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    11.4  Condemnation.  Except
with respect to any condemnation proceeding instituted by, or for the benefit
of, RIRRC, if, at any time during the term of this Agreement, the Landfill, the
Landfill Gas, the Gas Collection Systems, the CCS or the LCS, or any part
thereof or interest therein, shall be taken or damaged by reason of any public
improvement or condemnation proceeding, or in any other manner, or should either
Party receive any notice or other information regarding such proceeding, the
Party receiving such notice or other information shall give prompt written
notice thereof to the other Party.  Subject to any rights that a
Lender may have with respect to any resulting Condemnation Proceeds, each of RGS
and RIRRC shall be entitled to all Condemnation Proceeds relating to property
owned by it, and shall be entitled at its option to commence, appear in and
prosecute in its own name any action or proceedings.  In the event any
portion of the Landfill, the Landfill Gas, the Gas Collection Systems, the CCS
or the LCS is so taken or damaged, the Condemnation Proceeds shall be used to
the extent required to repair any damage to such facilities caused by the
condemnation, upon the conditions set forth in Section 11.3 above relating to
insurance proceeds.

     

    ARTICLE XII:  
TERMINATION

     

     12.1  Termination.

     

    (a)  Upon
termination of this Agreement pursuant to Section 1.1 or Section 9.2, RGS will
convey any and all of its right, title and interest in and to the Gas Collection
Systems and the Condensate Control, Treatment and Disposal System to RIRRC, as
is, where is, without consideration, representations or warranties.

     

    (b)  Upon
termination of this Agreement, neither RIRRC nor RGS shall have any further
obligations under this Agreement other than indemnity obligations accruing prior
to the date of termination and obligations to make payments for Services
rendered prior to the date of termination.

     

    ARTICLE XIII:  
MISCELLANEOUS

     

     13.1  Notices.  All notices,
requests, demands, claims, consents and other communications or deliveries
provided for in this Agreement shall be in writing and delivered by messenger,
prepaid first class registered mail, or by e-mail, first class mail, or
facsimile confirmed by prepaid first class registered mail to a party at its
address specified below or to such other person or address as shall be
designated by such party in a written notice to the sender.  All such
notices and communications shall be effective: (a) if mailed, on the day that
receipt of delivery is received by the party sending the notice; (b) on the next
Business Day for the intended recipient after being delivered to a service for
overnight delivery; (c) if sent by facsimile or by e-mail, on the day
transmitted by facsimile or by e-mail; provided, that any
notice so delivered after 5 p.m. local time at the location of the intended
recipient; shall be effective on the next Business Day of the intended
recipient; or (d) if by personal service, upon delivery:

     

    
      
        
        

      

      
        -16-

        
          

        

      

      
        
        

      

       

    

    
      	
              If
      to RIRRC:

               

              Rhode
      Island Resource Recovery Corporation

              65
      Shun Pike

              Johnston,
      Rhode Island 02919-4512

              Attn:
      Director of Regulatory Compliance

              Fax:
      (401) 942-9814

            	
              With
      a copy to:

               

              Rodio
      & Ursilio Ltd.

              86
      Weybosset St.

              Providence,
      RI 02903

              Attn:  Joseph
      Rodio, Esq.

              Fax:  (401)
      331-0436

            
	
               

              If
      to RGS:

               

              Ridgewood
      Gas Services LLC

              c/o
      Ridgewood Renewable Power LLC

              947
      Linwood Avenue

              Ridgewood,
      New Jersey 07450

              Attn:
      General Counsel

              Fax:
      (201) 447-0474

               

            	
               

              With
      a copy to:

               

              Day
      Pitney LLP

              242
      Trumbull Street

              Hartford,
      CT 06103

              Attn:
      Paul N. Belval, Esq.

              Fax:
      (860) 275-0343

            
	
              If
      to RILG:

               

              RILG

              c/o
      Ridgewood Renewable Power LLC

              947
      Linwood Avenue

              Ridgewood,
      New Jersey 07450

              Attn:
      General Counsel

              Fax:
      (201) 447-0474

            	
              With
      a copy to:

               

              Day
      Pitney LLP

              242
      Trumbull Street

              Hartford,
      CT 06103

              Attn:
      Paul N. Belval, Esq.

              Fax:
      (860) 275-0343

            


    

    


     13.2  Claims,
Disputes, Governing Law.

     

    (a)  Any claim
or dispute which either Party may have against the other, arising out of this
Agreement, shall be submitted in writing to the other Party not later than
ninety (90) days after the circumstances which gave rise to the claim or dispute
have taken place.  The submission of any claim of dispute shall
include a brief, concise statement of the question or issue in dispute, together
with the relevant facts and documentation to fully support the
claim.

     

    (b)  If any
such claim or dispute arises, the Parties shall use their commercially
reasonable efforts to resolve the claim or dispute, initially through good faith
negotiations or upon the failure of such negotiations, through Alternative
Dispute Resolution (“ADR”) techniques in
accordance with procedures mutually agreed to by the
Parties.  However, as part of any such procedure, the Parties agree
not to withdraw from any such ADR procedure until a decision or ruling has been
issued.  The Parties specifically agree, however, that any such
decision shall be non-binding and any Party is free, after the receipt and
review of such decision or ruling, to proceed in accordance with Section (c)
hereof.

     

    
      
        
        

      

      
        -17-

        
          

        

      

      
        
        

      

    

     

    (c)  If any
claim or dispute arising hereunder is not resolved pursuant to Section (b)
hereof, either Party may, upon giving written notice, initiate litigation to
submit such claim or dispute to the Providence County Superior Court and that
the law of the State of Rhode Island, irrespective of its conflict of laws
provisions shall govern.  Notwithstanding anything contained in this
Section 13.2, no party waives its right to seek injunctive relief to protect,
secure and maintain its rights, with such right to seek injunctive relief also
brought in the Providence County Superior Court.

     

     13.3  No
Partnership or Joint Venture.  Nothing in this
Agreement shall be construed as creating a partnership or joint venture among
the Parties or creating liability on the part of one Party for the acts or
omissions of any other Party.

     

     13.4  Independent
Contractor.  Except as
specifically set forth in this Agreement, in performing the Services, RGS is
acting as an independent contractor to RIRRC.  Except when duly acting
as RIRRC’s agent hereunder, RGS shall not represent itself to be the agent of
RIRRC.  At all times during this Agreement, RGS shall be responsible
for and shall withhold or pay, or both, as may be required by law, all taxes
pertaining to the employment of its personnel and/or performance of the
Services.  All fines, penalties or other charges imposed or assessed
against RGS by reason of its violation of, or failure to comply with, any
provision of such law, together with all costs of defending litigation in
respect thereto, shall be paid by RGS.

     

     13.5  Waiver.  Waiver by a Party
of any breach of this Agreement shall not constitute a waiver of any other
breach or of any future breach.

     

     13.6  Assignment.

     

    (a)  Neither
Party shall effect an Assignment of this Agreement or any of its rights or
obligations hereunder without the prior written consent of the other Party,
which consent shall not be unreasonably withheld or
delayed.  Notwithstanding the foregoing, either Party may, without the
need for consent from the other Party (and, except as hereinafter provided,
without relieving itself from liability hereunder), make an Assignment of this
Agreement (i) to an Affiliate of such Party upon the other Party’s receipt of
proof satisfactory to it of such assignee’s financial security or (ii) for a
Financing Assignment.  Any assignee of
all or any portion of a Party’s interest hereunder shall assume and agree in
writing to perform all of the obligations of its assignor arising hereunder
after the effective date of such Assignment.  Any Party making an
Assignment (the “Assignor”) pursuant
to this Section 13.6 shall promptly notify the other Party thereof and furnish
such Party a copy of such Assignment.

     

    
      
        
        

      

      
        -18-

        
          

        

      

      
        
        

      

    

     

    (b)  In the
event that either Party makes a Financing Assignment as contemplated by this
Section 13.6, the other Party shall, upon the reasonable request of the
Assignor, cooperate with the Assignor in order to deliver such customary
additional documentation as the Lender may reasonably request in order to
effectuate the financing transaction.  Such additional documentation
may include the following (without limitation): (1) an acknowledgment by the
non-assigning Party of the Financing Assignment; (2) an estoppel certificate
confirming the absence of (or identifying existing) breaches of this Agreement
by either of the Parties; and (3) an Agreement under which the non-assigning
Party will provide the Lender with (A) all notices of default and/or termination
of this Agreement, (B) upon default by the Assignor under this Agreement, rights
of the Lender to cure such defaults and otherwise perform the obligations of the
Assignor under this Agreement, (C) upon default by the Assignor with respect to
the financing transaction, “step-in” rights of the Lender (or an assignee of
that Lender) (a “Lender Assignee”) to
assume the rights and obligations of the Assignor under this Agreement without
the consent of the non-assigning Party, and (D) the right of the Lender to
receive direct payments of any amounts due to the Assignor.  Neither
the Lender nor a Lender Assignee shall be deemed to have assumed the obligations
of Assignor under this Agreement until the Lender or such Lender Assignee
acquires the rights of Assignor under this Agreement by virtue of the exercise
by Lender of its foreclosure or “step-in” rights.  In addition, having
assumed the obligations of Assignor hereunder, the Lender (but not Assignor)
shall be released from liability under this Agreement upon the Lender’s
assignment of this Agreement to a Lender Assignee, provided such Lender Assignee
assumes all obligations of Assignor hereunder

     

    (c)  Unless
specifically agreed in writing, any Assignment by an Assignor as contemplated by
this Section 13.6 shall not be construed to relieve the Assignor of any of its
obligations under this Agreement, nor shall any such Assignment be deemed to
modify or otherwise affect any of the rights of the non-assigning Party
hereunder.

     

    (d)  Notwithstanding
anything contrary contained in Section 13.6(a), RGS shall have the right, upon
notice to RIRRC, to transfer, sell or assign certain of its rights under this
Agreement (including the transfer of a majority interest in such rights) in
order to commercialize Tax Credits, provided that
notwithstanding such assignment, sale or transfer, RGS or an Affiliate of RGS
continues to operate, maintain and manage the Gas Collection Systems and the CCS
and RILG or an Affiliate of RILG continues to operate, maintain and manage the
RILG Facilities.  In the event that following any such assignment, RGS
(or an Affiliate thereof) ceases to operate, maintain and manage the Gas
Collection Systems and the CCS or RILG (or an Affiliate thereof) ceases to
operate, maintain and manage the RILG Facilities, any such assignment pursuant
to this Section 13.6(c) shall be void unless the terms and conditions regarding
assignment set forth in Section 13.6(a) are satisfied.

     

    (e)  Notwithstanding
any other provision of this Agreement, in the event that any third party
operator or contractor, other than Ridgewood Power Management LLC, is engaged by
RGS to operate the Gas Collection Systems and the CCS, the Gas Collection
Systems and the CCS shall be operated by an experienced landfill-gas-to-energy
operator and/or contractor which shall be approved in writing by RIRRC, such
approval not to be unreasonably withheld or delayed.

     

    (f)  This
Agreement shall inure to the benefit of and be binding upon the Parties and
their respective successors and permitted assigns.

     

     13.7  Entire
Agreement.  As of the
Effective Date, this Agreement and all Exhibits constitute the sole agreement
and understanding between the Parties pertaining to the transactions
contemplated herein, and except as set forth in Section 3.1(a) of this
Agreement, supersedes the Existing Gas Services Agreement, the CGLP Gas Services
Agreement and all other agreement and understandings, whether oral or written,
relating to the subject matter of this Agreement.  No representations,
warranties or inducements, express or implied, have been made by either Party to
the other except as set forth herein.  No modification, amendment or
alteration of the terms herein contained shall be binding unless such
modification or alteration is in writing, dated subsequent hereto, and duly
executed by an authorized officer of the Parties hereto.

     

    
      
        
        

      

      
        -19-

        
          

        

      

      
        
        

      

    

     

     13.8  Severability.  Should any
provision of this Agreement be held unenforceable in law, such provision shall
be severed from this Agreement and the balance of the Agreement shall be binding
on the Parties as if the severed provision had never existed, unless the
performance of the Agreement is thereby rendered legally impractical or no
longer fulfills the Parties’ objectives.

     

     13.9  Confidentiality.  The Parties agree
to use any Confidential Information exclusively in the performance of this
Agreement and the other Related Agreements and shall treat such Confidential
Information as confidential and shall exercise the same level of care it uses to
maintain the confidentiality of its information.  Such confidentiality
obligation shall not apply to information that:

     

    (a)  is or
becomes generally available to the public other than as a result, directly or
indirectly, of a disclosure by such Party or by other persons to whom such Party
disclosed such information;

     

    (b)  is
already in the possession of such Party without being subject to another
confidentiality agreement;

     

    (c)  is or
becomes available to such Party on a nonconfidential basis from a source other
than the other Party or its representatives, provided that such
source is not bound by a confidentiality agreement;

     

    (d)  is
independently developed by such Party without the use of the other Party’s
confidential information;

     

    (e)  is
required to be disclosed pursuant to a Legal Requirement, Environmental Law or
Governmental Body, or is deemed a public record under the Rhode Island Access to
Public Records Act, R.I. Gen. Laws §38-2, provided, however, that such
Party shall not be responsible for the prevention of such disclosure, but shall
give the other Party notice of such requirement prior to any such disclosure and
an opportunity to participate in discussion with the relevant
authorities.

     

     13.10  Conflicts;
Controlling Agreement.  This Agreement
and the Related Agreements shall be construed harmoniously to the greatest
practicable extent; however, notwithstanding the foregoing, in the event of any
conflict between this Agreement and/or the Related Agreements relating to the
subject matter of this Agreement, this Agreement shall govern.

     

     13.11  Survivability.  Article VIII,
Article X and Article XIII shall survive the termination or expiration of this
Agreement.  In addition, applicable provisions of this Agreement shall
survive for the period designated in such provisions or, if no such period is
designated, to the extent and for a period of time necessary to satisfy any
outstanding obligations and provide for final billings and payments or
adjustments relating to the period of time prior to termination or
expiration.

     

    
      
        
        

      

      
        -20-

        
          

        

      

      
        
        

      

    

     

     13.12  No Third
Party Beneficiaries.  Nothing contained
herein is intended or shall be deemed to create or confer any rights upon any
third person not a party hereto, whether as a third-party beneficiary or
otherwise, except as expressly provided herein.

     

     13.13  Multiple
Counterparts.  This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, and it will not be
necessary in making proof of this Agreement or the terms of this Agreement to
produce or account for more than one of such counterparts, provided that the
counterpart produced bears the signature of the Party sought to be
bound.

     

     13.14  Successors
and Assigns.  This Agreement shall be binding upon and inure to
the benefit of RIRRC and RGS, and their respective successors and permitted
assigns.

     

    [Remainder
of page intentionally left blank.]

     

    
      
        
        

      

      
        -21-

        
          

        

      

      
        
        

      

    

     

    IN WITNESS WHEREOF, the
Parties have set their hands as of the date first set forth above.

     

    
      
        	RIDGEWOOD GAS SERVICES
      LLC	 
	By:	
                Ridgewood
      Management Corporation, 

                its
      Manager

              	 
	 	 	 
	 	 	 
	 	 	 
	
                By:
      

              	/s/ Randall
      D. Holmes	 
	Name:	Randall
      D. Holmes	 
	Title:	President
      and Chief Executive Officer	 
	 	 	 


      

       

       

       

      
         

         

        
          
            	RHODE ISLAND LFG GENCO,
      LLC, solely as to Sections 3.2 and 3.3	 
	 	 
	By:	
                    Ridgewood
      Renewable Power LLC, 

                    its
      Manager

                  	 
	 	 	 
	 	 	 
	 	 	 
	
                    By:
      

                  	/s/ Randall
      D. Holmes	 
	Name:	Randall
      D. Holmes	 
	Title:	President
      and Chief Executive Officer	 
	 	 	 


          

        

      

       

       

       

       

      
         

        
          
            	RHODE ISLAND RESOURCE RECOVERY
      CORPORATION	 
	 	 	 
	 	 	 
	 	 	 
	
                    By:
      

                  	/s/ Michael
      J. O’Connell  	 
	Name:	Michael
      J. O’Connell	 
	Title:	Executive
      Director	 
	 	 	 


          

        

      

       

    

    
    

    


    Signature
Page to

    Amended
and Restated Landfill Gas Services Agreement

    


    
      
        
        

      

      
        -22-

        
          

        

      

      
        
        

      

    

     

    Exhibit
A

    


    Existing Site
Plan

     

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Exhibit
B

    


    Permits

    


    Flares

    


                                           

                               


    


     

    
      	Remote Flare
      1    	Approvals 1035 –
      1038 issued on April 18, 1990
	Perennial Flares 1
      and 2	Approvals 1035 –
      1038 issued on April 18, 1990


    

     

    Note:  The
fourth flare covered by Approvals 1035 – 1038 is no longer at the Central
Landfill.

    


    
      	
              Remote
      Flares 2 and 3

            	
              These
      flares were installed on an emergency basis with RIDEM Approval, issued in
      the form of a letter requiring that permit applications be filed after
      installation.  Applications were filed in March 2000 and are
      still pending.

            


    

    


    
      	
              ULE
      Flare

            	
              The
      6000-scfm ULE flare was installed as required by a consent decree between
      RIRRC and USEPA and operates under the terms of the consent decree until
      such time as a permit is issued by RIDEM.  An application was
      submitted on September 22, 2003 and a draft permit was issued by RIDEM for
      comment on March 20, 2008.

            


    

    


    
      	
              
                Collection
      System

              

            	
               

            


    

    


    
      	
              Phases
      II/III & IV Landfills

            	
              The
      collection systems for Phases II/II and IV are operated under the terms of
      the consent decree between RIRRC and USEPA until such time as a permit is
      issued by RIDEM.  Applications were submitted on January 23,
      2004 and a draft permit was issued for comment by RIDEM on Match 20,
      2008.

            


    

    


    
      	
              Phase
      V Landfill

            	
              Approval
      1810 issued  September16,
2004

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Exhibit
C

    


    RIRRC Leachate Collection
and Treatment System

    


    RIRRC
Existing Leachate Collection System

    


    The
existing leachate collection system is comprised of both primary and secondary
collection layers in the Phase II – V cells.  Phase I contains a
leachate diversion trench which separates Phase II from the unlined Phase I
cell.  In addition, the Phase II groundwater underdrains are tied to
the “Westside” leachate underdrain and Phase IV has two (2) groundwater
underdrains connecting to a gravity sewer running beneath the Phase V
landfill.  These collection systems connect to the leachate transport
system which carries the leachate to the leachate pretreatment
facility.  The transport system consists of two (2) pump stations,
HDPE double containment force mains and gravity sewer mains.  The
Phase IV Pump Station (PS#3) handles all of the Phase II/III primary and
secondary leachate, Westside and Phase II underdrains, and the Phase IV Primary
and Secondary leachate systems.  This pump station pumps through an 8”
diameter force main to an 8” diameter gravity system running along the southern
edge of Phase V to the Leachate Pretreatment Pump Station (PS#2) which directs
the flow to the 108,000 gallon equalization tank.  Pump Station No. 4
discharges the Phase V Area 1 leachate into the gravity system, previously
mentioned.  Phase V Area 2 also discharges directly into this gravity
system.  For reference, refer to the attached schematic
plan.

    


    Ridgewood
Power / RGS Existing Condensate Connection Points

    


    The Phase
I (Old Plant) presently discharges secondary condensate through the existing
sanitary sewer system to the RIRRC’s Main Pump Station
(PS#1).  Similarly, RGS’s primary condensate is connected to the same
sanitary line discharging directly to PS#1.  The ULE Flare discharges
condensate to the Phase IV Pump Station (PS#3).  The Stage II Cat
Plant, discharges condensate through a portion of an existing 4” force main
(that is temporarily out of service), to the PS#3.  The Phase IV
Header Condensate collects in an RGS pump vault located on the west side of
Phase IV and discharges to a primary cleanout on the Phase IV leachate
collection system.  The total flow presently entering RIRRC’s leachate
system for all existing connection points is estimated at 10,000
gpd.

    


    RIRRC
Proposed Upgrades

    


    As part
of the Phase VI Permit Application, RIRRC is proposing the following system
upgrades.

    


    
      	
              ·  

            	
              Capacity
      – The existing leachate capacity with the City of Cranston is 400,000
      gpd.  It is estimated based on Phase VI leachate modeling that
      an additional 250,000 gpd will be required.  RIRRC has requested
      this increase from the City of Cranston.  The City of Cranston
      is considering this request, however, this increase will require RIRRC to
      upgrade its force main on Green Hill Road and upgrade an existing gravity
      sewer owned by the City of Cranston on Plainfield
  Pike.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	
              ·  

            	
              RIRRC’s
      existing pretreatment discharge permit is anticipated to be modified in
      May 2009.  Presently, the issue with the leachate discharge
      relates to the historic exceedance of the 10 ppb arsenic
      limit.  The City of Cranston is undertaking a system limit study
      to determine if this present limit can be raised.  Additionally,
      the city has indicated that nitrates are becoming an issue at their
      discharge limit.  The ammonia content in the present leachate
      discharge is problematic to the city and the modified permit may require
      nitrate/ammonia treatment.

            


    

    
      	
              ·  

            	
              In
      anticipation of this permit modification; RIRRC is undertaking a three (3)
      tiered approach to resolve the issues.  Phase I will include a
      leachate study of our existing sources for both flow and pollutant
      concentrations.  Phase II will include complete demolition of
      the existing plant and the replacement with a new storage tank and an
      associated pump station (PS#2) capacity upgrade.  Phase III will
      include a new treatment system to meet discharge limits set forth in the
      city permit.

            


    

    
      	
              ·  

            	
              As
      part of the Phase II implementation, RIRRC anticipates that certain
      underdrains and potentially the “Westside” intercept will not require
      treatment as described above.  These flows will be isolated and
      redirected to discharge directly to PS#1, bypassing
      treatment.  This redirection of flow will require the use of the
      4” force main that the Stage II Cat plant presently discharges condensate
      through.  It is anticipated that the underdrain flow will be
      isolated in the Phase IV pump station (PS#3) to one dedicated bay
      (non-treatment bay).  The flows from this bay will be directed
      up the 4” force main to the air brake at the gravity change over at Shun
      Pike near the Stage II plant.  This flow will proceed through
      the gravity line to PS#1.   Therefore, the Stage II
      discharge will need to relocate at this
time.

            


    

    
      	
              ·  

            	
              The
      existing Stage I Power Plant is anticipated to be decommissioned by the
      Decommissioning Date, terminating condensate
      discharge.  According to the Contract, RIRRC has an obligation
      to provide Ridgewood power a condensate connection point for its new
      facilities and header lines on the Ridgewood side of the interconnect
      point.  Ridgewood Power has the obligation to meet RIRRC’s
      permit discharge limits as is or as may be amended.  RIRRC will
      need to have the ability to monitor flow and sample discharge
      concentrations at this interconnect
location.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Exhibit
D

    


    Insurance
Requirements

    


    


    The
policy or policies of insurance maintained by RGS shall provide the following
limits and coverages:

     

    Liability
Insurance

     

    (A)           Commercial
or comprehensive general liability insurance covering bodily injury and property
damage utilizing an occurrence policy form, in an amount not less than
$10,000,000, consisting of $2,000,000 general liability and $8,000,000 excess
liability coverage.   Said insurance shall include, but not be
limited to, premises and operations liability, independent consultants’
liability, products and completed operations liability, contractual liability,
and personal injury liability.

     

    (B)           Pollution
liability insurance covering bodily injury and property damage, in an amount not
less than $10,000,000.  Insurance shall provide coverage for, but
shall not be limited to, pollution damage to RIRRC’s premises.

     

    (C)           Automobile
liability insurance, bodily injury and property damage, in an amount not less
than $1,000,000 combined single limit for each occurrence.  Said
insurance shall include coverage for owned, hired, and non-owned vehicles and
RIRRC shall be added as an additional insured to the policy.

     

    Fire and Extended
Coverage

     

    (A)           RGS
shall insure all buildings, facilities, and improvements owned by RGS at the
Landfill to at least 90% of their replacement cost, using a standard form fire
insurance policy containing the “extended coverage” endorsement.

     

    Worker’s Compensation
Insurance

     

    (A)           RGS
shall furnish RIRRC with satisfactory evidence that RGS has secured full
worker’s compensation insurance from a responsible insurance company authorized
to do business in Rhode Island.  Such insurance shall be maintained in
full force and effect at RGS’s own expense during the entire
Term.  Notwithstanding the foregoing, the RGS shall have the right to
self-insure under this section (A).

     

    (B)           If
RGS does not self insure, a waiver of subrogation endorsement shall be provided
in favor of the RIRRC.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Attachment

    


    Schedule of
Definitions

    


    [See
Attachment to Amended and Restated Site Lease and Landfill Gas Delivery
Agreement]