ex10_3.htm


    Exhibit
10.3

     

    AMENDED
AND RESTATED SITE LEASE AND LANDFILL GAS DELIVERY AGREEMENT

     

    This
AMENDED AND RESTATED SITE LEASE
AND LANDFILL GAS DELIVERY AGREEMENT is made this 17th day of November
2008, and is by and between RHODE ISLAND RESOURCE RECOVERY
CORPORATION (“RIRRC”), a Rhode
Island public corporation, and RHODE ISLAND LFG GENCO, LLC
(“RILG”), a
Delaware limited liability company.  RIRRC and RILG may be referred to
herein individually as a “Party” or 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 (the “Landfill”);

     

    WHEREAS, the current
configuration of the Landfill and Gas Collection Systems, as herein defined,
constructed at the Landfill are depicted on the Existing Site Plan, attached
hereto as Exhibit
A;

     

    WHEREAS, the Existing Site
Plan shows the general configuration and layout of two electric generating
facilities, one of which consists of the Existing Plant A and the other of which
consists of Plant B, both of which are identified on Exhibit
A hereto;

     

    WHEREAS, the Existing Site
Plan shows the general configuration and layout of the RIRRC Gas Collection
System on Exhibit
A;

     

    WHEREAS, pursuant to a certain
Landfill Gas Lease Agreement, dated May 1, 1987 (the “1987 Lease
Agreement”), a predecessor of RIRRC granted to Ridgewood Providence
Partners, L.P. (“Ridgewood Providence
Power”), an affiliate of Ridgewood Rhode Island Generation, LLC (“Ridgewood
Generation”) and RILG, the right to construct and operate a landfill
gas-fired electric generating facility at the Landfill and certain rights with
respect to the Landfill Gas produced at the Landfill;

     

    WHEREAS, pursuant to the
Termination and Assignment Agreement dated December 20, 2007 among CGLP, LKD,
Ridgewood Providence Power, Ridgewood Gas Services LLC (“RGS”) and Rhode
Island Gas Management LLC, RGS acquired the LKD Gas Collection System from LKD,
as identified on Exhibit
A, effective as of December 31, 2007, which acquisition resulted in a
termination of LKD’s and CGLP’s rights and interests with respect to the
Landfill and any Landfill Gas;

     

    WHEREAS, RIRRC and RGS are
entering into the Purchase and Sale Agreement of even date herewith under which
RGS may purchase the RIRRC Gas Collection System;

     

    WHEREAS, Ridgewood Generation
and RIRRC entered into a certain Site Lease and Landfill Gas Delivery Agreement,
dated August 1, 2003 (the “2003 Site Lease and Landfill
Gas Delivery Agreement”),
pursuant to which RIRRC granted Ridgewood Generation certain rights to real
property and Landfill Gas at the Landfill in order to construct, develop and
operate additional landfill gas-fired electric generation facilities at the
Landfill;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    WHEREAS, RIRRC has proposed
the construction of a Phase VI expansion to the east of the existing
Landfill;

     

    WHEREAS, the Rhode Island
State Planning Council’s Rhode Island Comprehensive Waste Management Plan dated
April 2007 approves of RIRRC’s proposal to construct a Phase VI expansion to the
east of the existing Landfill;

     

    WHEREAS, Existing Plant A is
situated immediately adjacent to the eastern slope of the existing
Landfill;

     

    WHEREAS, pursuant to Rhode
Island General Law Section 23-19-10.2 RIRRC “shall have the right to acquire any
land, or any interest therein, by the exercise of the power of eminent domain,
whenever it shall be determined by the corporation that the acquisition of the
land, or interest, is necessary for the construction or the operation of any
solid waste management facility”;

     

    WHEREAS, RILG wishes to induce
RIRRC not to attempt to exercise its power of eminent domain with regard to the
RILG Facilities or any other assets of RILG;

     

    WHEREAS, RIRRC and RILG now
desire to enter into this Amended and Restated Site Lease and Landfill Gas
Delivery Agreement in order to amend and restate, as of the Effective Date, all
rights given by RIRRC to Ridgewood Providence Power and Ridgewood Generation to
construct, operate and maintain landfill gas-fired electric generating
facilities at the Landfill as well as rights with respect to the Landfill Gas
produced at the Landfill, all as described herein;

     

    WHEREAS, RILG, individually or
through one or more Affiliates, presently intends to undertake: the development
of Plant C; the Decommissioning of Existing Plant A; and the removal of the two
Deutz engines, together with their associated equipment that comprise a portion
of Plant B, from their present location adjacent to Existing Plant
A;

     

    NOW THEREFORE, the Parties
agree to restate the 1987 Lease Agreement and the 2003 Site Lease and Landfill
Gas Delivery Agreement in their entirety, to read as follows:

     

    
      ARTICLE
I:   DEFINITIONS

    

    
    

     

     1.1            Attachments.  All exhibits,
attachments and appendices to this Agreement are hereby deemed to be attached
hereto and made a part hereof.

     

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

     

    
      
        
        

      

      
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    ARTICLE
II:   LEASEHOLD INTEREST

     

    2.1            
Rights
Granted and Obligations Assumed.

     

    (a)           Subject
to the terms of this Agreement, RIRRC hereby conveys to RILG, and RILG hereby
accepts from RIRRC, the following:

     

    (i)           the
sole and exclusive title and right to receive and exploit for its own benefit
all Landfill Gas produced at the Landfill, including without limitation for the
production of electricity and for sales of such Landfill Gas to third
parties;

     

    (ii)           sole
and exclusive possession and occupancy of the Sites (subject to RIRRC’s rights
thereto as set forth herein) for the purposes set forth herein, provided that
RILG will agree or cause its Affiliates to agree to terminate such rights (A)
with respect to the site of the Existing Plant A upon the conveyance of the
Existing Plant A Assets to RIRRC pursuant to Section 5.6 and (B) with respect to
the site(s) of any portions of Plant B that are relocated to the extent that
such site(s) are no longer needed for the RILG Facilities;

     

    (iii)           sole
and exclusive right for it and its Affiliates to utilize the Leased Premises in
such ways as may be related to and necessary, appropriate or convenient for the
construction, possession, ownership and operation thereon of the RILG
Facilities, including but not limited to the right (A) to bring onto and
properly store on the Leased Premises all equipment, lubricants, solvents and
the like used in any aspect of the operation of the RILG Facilities (B) to
construct, install and maintain on the Leased Premises electric interconnection
and metering equipment, and (C) to perform any act required by or permitted
under any permit, Legal Requirements and/or Environmental Law relating to the
uses of the Leased Premises contemplated under this Agreement;

     

    (iv)           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 and
the Industrial Park as RILG and its Affiliates may reasonably require in such
locations as may be mutually agreed to between RILG and RIRRC such that RILG,
its Affiliates and their employees, representatives, agents, contractors and
subcontractors may perform any activity at the Leased Premises permitted
hereunder or exercise any right granted hereunder, including, without
limitation, (A) a non-exclusive right of way over lands of RIRRC in locations as
may be reasonably acceptable to RIRRC for ingress and egress to the Leased
Premises for construction, operation, maintenance and Decommissioning of the
RILG Facilities and any mutually agreeable improvements or additions to the Gas
Collection System, including a staging area during such construction and
Decommissioning, (B) such easements, if any, as may be required by utility
providers to RILG and its Affiliates at the Leased Premises for electricity
interconnection and metering and other utilities in such locations as shall be
reasonably acceptable to RIRRC; and provided further, that the
Parties shall agree upon those portions of the Landfill and the Industrial Park
to be used for any such licenses and rights of way and, upon such agreement, the
Parties shall execute an amendment or supplement to this Agreement containing
appropriate and legally sufficient descriptions (which may include maps or
other
exhibits if so required by RIRRC or RILG) of such rights of way, which
descriptions shall be added to this Agreement as Exhibit
C;

     

    
      
        
        

      

      
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    (v)           the
right to conduct all activities at the Leased Premises (and, for the limited
purposes specifically set forth in this Agreement, the Landfill and the
Industrial Park) specifically permitted by this Agreement;

     

    (vi)           the
right to 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 RILG and its
Affiliates upstream of the Demarcation Point, and non-Hazardous Materials
generated by RILG and its Affiliates downstream of the Demarcation Point, as a
result of the activities contemplated by this Agreement, subject to all
applicable Legal Requirements and reasonable Landfill rules promulgated by
RIRRC, provided, further, that secondary condensate generated by RILG downstream
of the Demarcation Point and disposed of in the LCS shall meet the same
pretreatment permit limits for transfers to Publicly Owned Treatment Works, as
amended, from time to time that are applicable to RIRRC.  RIRRC will
construct, operate and maintain the Leachate Control, Treatment, and Disposal
System, the Condensate Control, Treatment and Disposal System and the Landfill
at RIRRC’s sole cost so that they are capable of receiving such materials
reasonably generated by RILG and its Affiliates, as described on Exhibit
D;

     

    (vii)          in
the event of termination of this Agreement or the cessation of development or
production of any Landfill Gas, the right to enter onto the Leased Premises, at
RILG’s sole cost, risk and responsibility, for the limited purpose of
dismantling and removing all machinery, equipment, rigs and improvements
belonging to or furnished by RILG or any Affiliates of RILG, provided that such removal
shall be completed within one year after the termination of this Agreement and
that RILG shall restore the Leased Premises to approximately level grade and
remove hazardous conditions on or about the Leased Premises created by or
resulting from the removal of such machinery, equipment, rigs, wells and
improvements.

     

    (b)           If
during the term of this Agreement, RILG determines that any portion of the Site
or Sites have become unsuitable for the effective operation of the RILG
Facilities, then at the request of RILG an alternative site of similar size may
be mutually selected by RILG and RIRRC to replace the original Site or Sites,
which alternate site will then become such Site or Sites for purposes of this
Agreement.  RILG shall pay all costs and expenses related to such
relocation of the Site or Sites, unless such relocation is caused by either (i)
RIRRC’s operations at the Landfill causing the previous Site or Sites to be
unsuitable; or (ii) RIRRC requesting RILG to relocate because of RIRRC’s
landfill operational needs.  In the event of either (i) or (ii), RIRRC
shall pay all costs and expenses reasonably related to such Site
relocation.  As used in this Section 2.1(b), the determination that
any portion of the Site or Sites is “unsuitable” must be supported by the report
of a recognized independent consultant, the selection and cost of which are to
be the sole responsibility of RILG.

     

    (c)           All
activities conducted by RILG, its Affiliates and their employees,
representatives, agents, contractors and subcontractors at the Landfill or on
the Leased Premises shall be
(i) at RILG’s and its Affiliates’ 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 governmental permits and
approvals relating to the Leased Premises, the Landfill or the RILG
Facilities.

     

    
      
        
        

      

      
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    (d)           The
parties acknowledge that RGS will have responsibility for conveying any Landfill
Gas (other than so-called fugitive gas at levels not to exceed industry
standards and otherwise in compliance with all Environmental Laws) from inside
the toe of slope of the Landfill to the Demarcation Point (although RGS will not
at any time hold title to such Landfill Gas).  RILG shall be
responsible for accepting delivery of the Landfill Gas (other than such fugitive
gas) at the Demarcation Point, causing such Landfill Gas to be treated to remove
sulfur therefrom, and conveying the treated Landfill Gas either to the RILG
Facilities for use as a fuel or, subject to Section 6.4, to the flares for its
destruction.  In addition, RILG shall be responsible for the
collection, treatment and disposal of secondary condensate generated downstream
of the Demarcation Point.  Until the Commercial Operation Date, RIRRC
shall pay RILG for all costs RILG incurs in performing its obligations under
this Section 2.1(d), on a monthly basis based on invoices provided to RIRRC by
RILG.   Commencing on the Commercial Operation Date, RILG shall
be responsible for all costs incurred by it in performing its obligations under
this Section 2.1(d).  Notwithstanding the prior sentence, (i) the
costs of the sulfur removal system shall be allocated between RILG and RIRRC as
set forth in Section 6.5 of this Agreement and (ii) RILG shall be responsible
for the costs of the interim gas management plan referred to in Section 2.16 of
the Services Agreement.

     

     2.2            Recording.  Promptly
after the execution of this Agreement, RIRRC and RILG shall execute an
appropriate memorandum of lease and RILG may thereafter record such memorandum
of lease in the appropriate Registry of Deeds for the Town of Johnston, Rhode
Island.  In addition, any subsequent amendments or supplements to this
Agreement regarding the description of rights of way or of the Leased Premises
shall be memorialized in an Amended Memorandum of Lease and likewise recorded,
including an amendment to amend the Leased Premises to remove the sites of
Existing Plant A and portions of Plant B to the extent contemplated by Section
2.1(a)(ii) and to add the descriptions contemplated by Section
2.1(a)(iv).

     

    
      ARTICLE III: PAYMENT AND
ADMINISTRATION

    

    
    

     

    3.1  
          Payments
to RIRRC.

     

    (a)           Payments
to RIRRC until the Commercial Operation Date.  Up until the
Commercial Operation Date, RILG shall, or shall cause its Affiliates to, make
payments to RIRRC in accordance with the terms of the 1987 Lease Agreement and
the 2003 Site Lease and Landfill Gas Delivery Agreement (collectively, the
“Pre-Commercial Operation Date Royalty Payment”).

     

    (b)           Payments
to RIRRC after the Commercial Operation Date.  Beginning with
the Commercial Operation Date, RILG shall, or shall cause its Affiliates to,
make monthly payments to RIRRC equal to fifteen percent (15%) of the Net
Revenues generated and received by RILG
and its Affiliates from the use or sale of Landfill Gas or Landfill Gas
Products  subject to the following adjustments (as so adjusted, “Post-Commercial Operation
Date Royalty Payment”):

     

    
      
        
        

      

      
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    (1)           Net
Revenues shall be reduced, but not to less than $0, by:

     

    
      	
               
      

            	
              (A)

            	
              Any
      charges imposed by the purchaser(s) of such Landfill Gas Products or
      charges to deliver Landfill Gas Products to such purchaser(s);
      and

            


    

     

    
      	
               
      

            	
              (B)

            	
              An
      amount equal to (v) the number of hours in such month multiplied by (w) 12
      megawatts multiplied by (x) Net Revenues for such month divided by (y) the
      total number of megawatt-hours of electricity produced using the Landfill
      Gas sold by RILG or an Affiliate of RILG in such month multiplied by (z)
      the applicable “Reduction of Royalty Payment” percentage set forth in the
      following table and as illustrated on Exhibit
      G:

            


    

     

    
      	
               

              Commercial Operation
      Year

            	 
      	
               

              Reduction
      of

              Royalty
      Payment

            
	
              1

            	 
      	
              100%

            
	
              2

            	 
      	
              100%

            
	
              3

            	 
      	
              100%

            
	
              4

            	 
      	
              100%

            
	
              5

            	 
      	
              100%

            
	
              6

            	 
      	
              80%

            
	
              7

            	 
      	
              60%

            
	
              8

            	 
      	
              40%

            
	
              9

            	 
      	
              20%

            
	
              10
      and Thereafter

            	 
      	
              0%

            


    

    


    
      	
               
      

            	
              (2)

            	
              Provided
      that the Post-Commercial Operation Date Royalty Payment due from RILG in
      any month has not been entirely offset by the credit set forth in
      paragraph (1) above, then after taking into account the reductions in Net
      Revenues in paragraph (1), Post-Commercial Operation Date Royalty Payments
      will be further reduced on a dollar-for-dollar basis, up to a maximum of
      $416,667, in any month, escalated annually beginning on the first
      anniversary of the Effective Date at CPI.  If in any month, the
      Post-Commercial Operation Date Royalty Payments (after taking the credit
      set forth in paragraph (1) above into account) are less than $416,667
      adjusted at CPI for such month, RILG may carry over the remaining credit
      due under this paragraph, together with any other credit carried over from
      prior months, until such month or months when, after the application of
      the regular monthly credit provided for in this paragraph, the remaining
      Post-Commercial Operation Date Royalty Payments are sufficient to permit
      the use of additional accumulated monthly credits under this paragraph,
      with any accrued and unapplied credits continuing to be carried over to
      subsequent months.  Additionally, should Landfill operations
      cease or decline so as to reduce the average monthly Gas Collection
      Systems construction costs required
      to collect the Landfill Gas, the parties hereto shall negotiate a
      reduction of the credit set forth in this paragraph (2) by a proportional
      amount based upon the average Gas Collection Systems construction costs
      incurred over the previous three (3) years compared to the FY 2008 budget
      (as adjusted at CPI) for such construction
  costs.

            


    

     

    
      
        
        

      

      
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    (c)           Payments
to RILG.   In the event that (i) RIRRC enters into a
relationship, directly or indirectly, with a waste to energy company with
respect to the utilization or diversion of waste and (ii) the quantity of waste
deposited in the Landfill is less than the total tonnage shown in Exhibit
E using the low side estimate and (iii) Landfill Gas generation is
insufficient to operate the RILG Facilities at the capacities forecast by RILG
prior to such utilization or diversion, then RIRRC shall make monthly payments
to RILG in an amount necessary to hold RILG harmless from any reduction in
revenues, subject to a reduction for RILG’s avoided cost of operation, as agreed
by the Parties; provided that the payments made by RIRRC under this Section
3.1(c) shall not exceed $8,500,000 in any calendar year.  This
concurrence, which applies to the period commencing with the Commercial
Operation Date through 2025, shall not be unreasonably withheld, conditioned or
delayed.

     

    (d)           Ground
Rent to RIRRC.  Commencing upon written notice from RILG to
RIRRC that RILG has taken possession of the Pre-Treatment Site, and continuing
for such time as RILG has possession of the Pre-Treatment Site, RILG shall pay
monthly ground rent to RIRRC in the amount of $3,400.  Beginning in
2010, the amount of ground rent payable under this Section 3.1(d) shall be
escalated at CPI annually on the anniversary of the Effective Date.

     

     3.2           
Statement
and Payments.

     

    (a)  On
or before the twenty-fifth (25th) day of each month, RILG shall furnish to RIRRC
a statement and payment of the Royalty Payment for the prior
month.  Such statement shall provide, in reasonable detail, the
methodology used by RILG to calculate the Royalty Payment (including any
set-offs thereto) for such month.

     

    (b)  Any
amounts not paid by RILG by the due date will accrue interest at the Interest
Rate, such interest to be calculated from and including the due date to, but
excluding, the date the delinquent amount is paid.

     

     3.3            Estimated
Statement.  If all information required for statement purposes
for any month is not available in time for RILG to prepare the statement
required under Section 3.2(a), RILG shall prepare a good faith estimated
statement and pay RIRRC based upon such estimated statement of the Royalty
Payment.  RILG shall, as soon as practicable thereafter, submit the
actual statement required under Section 3.2(a).  Any overpayment by
RILG pursuant to such estimated statement shall be credited, without interest,
against RILG’s payment obligations for the next month, and any underpayment
shall be included, without interest, with the actual statement.

     

     3.4            Disputes
and Adjustments.  A Party may, in good faith, dispute the
correctness of any statement or any adjustment thereto rendered under this
Agreement or adjust any statement
for any arithmetic or computational error within sixty (60) days of the date the
statement, or adjustment, was rendered.  If a statement or portion
thereof, or any other claim or adjustment arising hereunder, is disputed,
payment of the undisputed portion of the statement shall be required to be made
when due, with notice of the objection given to the other Party.  Any
dispute or adjustment shall be made in writing and shall state the basis for the
dispute or adjustment.  Payment of the disputed amount shall not be
required until the dispute is resolved pursuant to Section 17.6 of this
Agreement.  Upon resolution of the dispute, any required payment by a
Party resulting from such resolution shall be made within five (5) Business Days
of such resolution along with interest accrued at the Interest Rate from and
including the due date to but excluding the date paid.  Any dispute
with respect to a statement is waived unless the other Party is notified in
accordance with this Section 3.4 within sixty (60) days after the statement is
rendered or any specific adjustment to the statement is made.

     

    
      
        
        

      

      
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     3.5            Audit and
Annual Report.  Each Party (and its representatives) shall have
the right, at its sole expense and during normal working hours, to examine the
records of the other Party relating to this Agreement but only to the extent
reasonably necessary to verify the accuracy of any statement, charge or
computation made pursuant to this Agreement.  If any such examination
reveals any inaccuracy in any statement and such inaccuracy is discovered less
than sixty (60) days from the date the statement was rendered, the necessary
adjustments in such statement and the payments thereof will be promptly made,
without interest.  This Section 3.5 will survive any termination of
this Agreement for a period of sixty (60) days from the date of such termination
for the purpose of such statement and payment objections.  During the
term hereof, RILG shall provide to RIRRC annually RILG’s regularly prepared
financial statements.  If such financial statements are not
independently audited, such financials shall be certified by RILG’s Chief
Financial Officer.

     

    
      ARTICLE
IV:   TERM AND TERMINATION

    

    
    

     

     4.1            Term and
Termination.

     

    (a)           This
Agreement (and the interests and other rights granted herein) shall become
effective as of the Effective Date and, unless terminated earlier pursuant to
any applicable provision hereof, shall remain in full force and effect so long
as RILG or any Affiliate of RILG is generating or capable of generating electric
energy from the Landfill Gas on an economic basis or otherwise making economic
use of the Landfill Gas Products, including, without limitation, sales to third
parties.

     

    (b)           RILG
may terminate this Agreement upon one year prior written notice if it determines
in its sole discretion that it or its Affiliate is no longer capable of
generating electric energy from the Landfill Gas on an economic basis or
otherwise making economic use of the Landfill Gas Products.

     

    (c)           Within
six months of receipt of the written notice above, RIRRC shall provide RILG with
a written list of which portions of the RILG Facilities are reasonably required
for the collection, treatment and flaring of Landfill Gas and RILG shall
promptly quitclaim such portion of the RILG Facilities to RIRRC for one
dollar.  To the extent that RILG fails to Decommission and remove the
remaining portions of the RILG Facilities, with the exception of Existing
Plant A, at its own expense within one year after such termination, title to
such RILG Facilities will revert to RIRRC.

     

    
      
        
        

      

      
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      ARTICLE
V:   ELECTRIC GENERATION DEVELOPMENT

    

     

     5.1            Development
and Relocation of Electric Generation.

     

    (a)           RILG
shall use commercially reasonable efforts to, or to cause an Affiliate to,
design, develop, construct, install, operate and maintain on the Sites the RILG
Facilities, as follows:

     

    (i)           RILG
plans to develop or cause the development of Plant C, as described further on
Exhibit B to the Schedule of Definitions, on the Sites identified on Exhibit
A hereto, at RILG’s sole cost and expense.

     

    (ii)           RILG
plans to relocate or cause the relocation of all or a portion of Plant B to the
Site identified on Exhibit
A hereto.  The cost of such relocation shall be shared equally
by RIRRC and RILG; provided that RIRRC’s financial obligation shall be limited
to a maximum of $250,000.  RILG and RIRRC shall each fund one-half of
all deposits, invoices and other expense items as such payments are required to
effect such relocation (subject to the maximum amount of RIRRC’s obligations
described above).

     

    (b)           Subject
to Sections 4.1(c) and Section 5.6, (i) all development of electric generation
by RILG and its Affiliates, and the Decommissioning of Existing Plant A, shall
be at the sole discretion of RILG, and (ii) all of the RILG Facilities and all
other assets of RILG shall at all times remain the property of RILG and its
Affiliates notwithstanding the mode or method of installation or attachment on
the Landfill.

     

     5.2            Cooperation.

     

    (a)           RIRRC
shall cooperate in good faith with RILG, in order (i) to facilitate the
planning, permitting and development of Landfill Gas and electricity
interconnections, utilities and other site preparation at the Sites as may be
necessary and appropriate for the construction, relocation, operation and
maintenance of the RILG Facilities, and (ii) to otherwise expedite the
completion of the items set forth in Section 5.1, including without limitation
with respect to applying for and receiving all necessary
Approvals.  RILG shall update and provide progress reports to RIRRC
and, upon the reasonable request of RIRRC, shall provide copies of all Approvals
and agreements obtained by RILG and its Affiliates, absent any confidentiality
requirements.

     

    (b)           Without
limiting the generality of the foregoing, the Parties acknowledge that RIRRC can
affect the quality and quantity of the Landfill Gas that is conveyed to RILG,
and RIRRC and RILG will reasonably cooperate in the operation of the Landfill to
optimize the Landfill Gas production for RILG’s purposes.  Without
limiting the generality of the foregoing, RIRRC will utilize best management
practices to limit the deposit or disposal of construction and demolition waste
containing sulfur in the Landfill.

     

    
      
        
        

      

      
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5.3          
 Testing
and Evaluation.  RILG may conduct
such tests, assessments and evaluations as it reasonably deems necessary to
determine whether Landfill Gas and/or Landfill Gas Products can be collected by
the Gas Collection Systems in quantities sufficient to support the RILG
Facilities.  A copy of any such test, assessment or evaluation shall
be provided to RIRRC.

     

     5.4            Condensate
and Leachate Control, Treatment and Disposal Systems.  Subject
to Section 2.1(a)(vi), RILG shall be responsible for the collection, treatment
to the pretreatment permit limits for transfers to Publicly Owned Treatment
Works, as amended from time to time, that are applicable to RIRRC, and disposal
of all water vapor and secondary condensate collected, removed or produced by
the RILG Facilities (but not leachate or condensate produced or removed from any
other facilities on the Landfill) downstream of the Demarcation
Point.

     

     5.5        
   Public
Utility Status.  RILG and its Affiliates shall have no
obligation to operate any of the RILG Facilities at any time.  RILG
and its Affiliates are not public utilities and do not intend to dedicate their
assets to public service, as those terms are defined under applicable Legal
Requirements, and RILG and its Affiliates may suspend or cease operations if
continued operation would subject them to regulation as a public utility in the
State of Rhode Island or in any other jurisdiction.

     

        
5.6            Acquisition
of Existing Plant A Assets.

     

    (a)           Except
as extended in writing by RIRRC, upon the first to occur of (i) the Commercial
Operation Date, or (ii) the Decommissioning Date, time being of the essence and
bargained for in this regard, RILG will, or will cause its Affiliate to, have
Decommissioned Existing Plant A and, will, or will cause its Affiliate to,
convey the Decommissioned Existing Plant A, together with lease and other real
estate rights solely with respect to Existing Plant A (collectively, the “Existing Plant A
Assets”), to RIRRC without any additional consideration.  Upon
such conveyance, RIRRC will be solely responsible for the dismantling and
removal of Existing Plant A at its sole expense, provided that RIRRC may
retain any remaining salvage value associated with the Existing Plant A
Assets.  Notwithstanding the foregoing sentence, RILG will retain all
right, title and interest in and to the Landfill Gas, including without
limitation, the continuing right to develop a project or projects that would
utilize such Landfill Gas, as well as all of its other rights, title and
interests under this Agreement.

     

    (b)           In
the event that RIRRC determines to obtain the Existing Plant A Assets prior to
the date set therefor in Section 5.6(a), RIRRC may purchase the Existing Plant A
Assets at a purchase price equal to $500,000 for each calendar month or portion
of a calendar month remaining from the date that RIRRC purchases the Existing
Plant A Assets until the Decommissioning Date; provided, however, that RIRRC may not
purchase the Existing Plant A Assets pursuant to this Section 5.6(b) prior to
January 1, 2010.

     

    (c)           The
conveyance of the Existing Plant A Assets pursuant to this Section 5.6 will be
effected with documentation providing for a quitclaim transfer of the Existing
Plant A Assets that shall be reasonably acceptable to RILG and
RIRRC.

     

    
      
        
        

      

      
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    (d)           In
consideration for the right to acquire the Existing Plant A Assets under this
Section 5.6, RIRRC waives, and agrees that it will not exercise, any right to
acquire the RILG Facilities or any other assets of RILG by eminent domain or
other statutory or common law right that it may otherwise have to acquire the
RILG Facilities or any other assets of RILG or its Affiliates.

     

    
    

    
      ARTICLE VI: USE,
IMPROVEMENTS AND MAINTENANCE

    

     

                        
6.1            Use of
Leased Premises.

     

    (a)           RILG
and its Affiliates exclusively (except as otherwise provided in this Agreement
to the contrary) shall be permitted to use the Leased Premises and certain
appropriate adjacent or contiguous land owned or controlled by, and reasonably
acceptable to, RIRRC without cost except as otherwise provided herein, to the
extent reasonably necessary for RILG’s and its Affiliates’ facilities and
operations hereunder, including the construction and maintenance of utility
lines and the non-exclusive right of ingress and egress at all times to and from
the Leased Premises by way of such adjacent or contiguous land, provided, however, that RILG
and its Affiliates shall not unreasonably interfere with RIRRC’s landfilling
activities at, or access to or from, the Landfill.  RIRRC shall not
grant to any other third party any rights to or interest in the Leased Premises
except as otherwise permitted in this Agreement.

     

    (b)           RIRRC
reserves a right of reasonable access to the Leased Premises.  RIRRC
shall exercise such right of access in a manner that does not unreasonably
interfere with RILG’s rights hereunder, unless RIRRC’s purpose is to exercise
its rights and remedies under this Agreement following a default by RILG 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 written notice to RILG 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 Leased Premises 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 RILG’s and its
Affiliates’ use of the Leased Premises.

     

     6.2            Gas
Collection Systems.  The Parties acknowledge that RIRRC and RGS
are entering into the Purchase and Sale Agreement which provides for the
possible conveyance of the RIRRC Gas Collection System and the Condensate
Control, Treatment and Disposal System to RGS and into the Services Agreement
which provides for RGS to perform RIRRC’s obligations with respect to the
construction, expansion, operation and maintenance of the Gas Collection Systems
and the operation and maintenance of the Condensate Control, Treatment and
Disposal System.  To the extent that RIRRC is the owner of all or any
portion of the Gas Collection System, RIRRC will cooperate in such manner as
RILG may reasonably request (at RILG’s expense) to ensure the efficient
collection and delivery of Landfill Gas to the RILG
Facilities.  Nothing set forth in this Agreement shall be deemed to
limit the rights, obligations and liabilities of RILG, RIRRC and RGS under such
agreements.

     

    
      
        
        

      

      
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     6.3            Leachate
Control, Treatment and Disposal System.  RIRRC shall be
responsible, at its sole cost and expense, for the construction, expansion,
operation and maintenance of the Leachate Control, Treatment and Disposal System
in accordance with Good Engineering Practice, in compliance with all Approvals,
planning documents and other Legal Requirements that are from time to time
applicable to the Leachate Control, Treatment and Disposal System, and as
necessary to meet the reasonable needs of the RILG Facilities and the Gas
Collection Systems as described on Exhibit
D.

     

        
6.4            Gas
Flares.  In the event additional ultra low emissions flares are
required by applicable Legal Requirements, RIRRC and RILG each shall be
responsible for fifty percent (50%) of the cost of acquiring and installing such
flares.  If additional so-called candlestick or enclosed flares are
required by applicable Legal Requirements, then RIRRC shall be responsible for
one hundred percent (100%) of the cost of acquiring and installing such
flares.  The costs associated with all required NOx credits for flare
emissions shall be borne by RILG.

     

                       
 6.5           
Sulfur
Treatment.  RILG shall use
commercially reasonable efforts to design, develop, construct, operate and
maintain a sulfur treatment system to reduce the levels of sulfur in the
Landfill Gas to a level that is acceptable under Good Engineering Practice and
applicable Legal Requirements.  RIRRC shall participate in the design
of such system and the final design shall be subject to RIRRC’s consent, which
consent shall not be unreasonably withheld.  RILG and RIRRC shall each
provide fifty percent (50%) of the costs of the design, development and
construction of that sulfur treatment system, as and when incurred. Once the
sulfur treatment system is placed in operation, RIRRC shall reimburse RILG for
fifty percent (50%) of RILG’s out-of-pocket costs in operating and maintaining
such sulfur treatment system, which amounts shall be billed to RIRRC and paid to
RILG on a monthly basis and, at RILG’s election, may be set off by RILG against
amounts RILG owes to RILG owes to RIRRC.  Each invoice provided to
RIRRC under this Section 6.5 shall be accompanied by written evidence that RILG
incurred the invoiced costs, which evidence must be reasonably acceptable to
RIRRC.

     

        
6.6            Liens
Arising Through RILG.  RILG shall not, without the prior
written consent of RIRRC: (i) create, allow, or suffer the creation or continued
existence of, any Lien based upon the action or inaction of RILG, other than a
Permitted Lien, on all or any portion of the Leased Premises, the Gas Collection
Systems, the Leachate Control, Treatment and Disposal System, the Condensate
Control, Treatment and Disposal System, or the Landfill or any interest in or
portion of any of the same, or (ii) take or fail to take any action that would
otherwise impair or diminish RIRRC’s title (if any) to the Leased Premises
(subject to RILG’s rights thereto), the Gas Collection Systems, the Leachate
Control, Treatment and Disposal System, the Condensate Control, Treatment and
Disposal System, or the Landfill, or any portion thereof.  In the
event any Lien (other than a Permitted Lien) shall be filed against the Leased
Premises, the Gas Collection Systems, the Leachate Control, Treatment and
Disposal System, the Condensate Control, Treatment and Disposal System, or the
Landfill based upon any action or inaction of RILG, its Affiliates or their
directors, officers, employees, agents, contractors, invitees, representatives,
Affiliates, successors or assigns without the prior written consent of RIRRC,
RILG shall promptly take such action by bonding, deposit or payment as will
remove or satisfy such Lien; provided, however, that RILG
may contest in good faith the validity or amount of any such Lien, and, pending
the determination of such contest, postpone the removal or satisfaction thereof,
except that RILG shall not postpone such removal or satisfaction so long as to
permit or cause any loss
of title to all or any part of the Leased Premises, the Gas Collection Systems,
the Leachate Control, Treatment and Disposal System, the Condensate Control,
Treatment and Disposal System, or the Landfill.

     

    
      
        
        

      

      
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6.7            Liens
Arising Through RIRRC.

     

                                   
(a)            RIRRC
shall not, without the prior written consent of RILG: (i) create, allow, or
suffer the creation or continued existence of, any Lien based upon the action or
inaction of RIRRC (other than a Permitted Lien) on all or any portion of the
RILG Facilities or the Landfill Gas or any interest in or portion of any of the
same, or (b) take or fail to take any action that would otherwise impair or
diminish RILG’s title (if any) to the RILG Facilities or the Landfill Gas, or
any portion thereof.  In the event any Lien (other than a Permitted
Lien) shall be filed against the RILG Facilities or the Landfill Gas based upon
any action or inaction of RIRRC, its directors, officers, employees, agents,
contractors, invitees, representatives, Affiliates, successors or assigns, RIRRC
shall promptly take such action by bonding, deposit or payment as will remove or
satisfy such Lien; provided,
however, that RIRRC may contest in good faith the validity or amount of
any such Lien, and, pending the determination of such contest, postpone the
removal or satisfaction thereof, except that RIRRC shall not postpone such
removal or satisfaction so long as to permit or cause any loss of title to all
or any part of the RILG Facilities or the Landfill Gas.

     

    (b)          
 In the event any Lien, other than a Permitted Lien, has been or shall be
filed against the Leased Premises or the Landfill (including Liens against
rights to Landfill Gas before its sale to RILG) that is not expressly subject
and subordinate to the rights granted RILG under this Agreement, based upon any
action or inaction of RIRRC, RIRRC shall promptly take such action by bonding,
deposit or payment as will subordinate, remove or satisfy the Lien; provided, however, that RIRRC
may contest in good faith the validity or amount of any such Lien, and, pending
the determination of such contest, postpone the subordination, removal or
satisfaction thereof, except that RIRRC shall not postpone such removal or
satisfaction so long as to permit or cause any loss of RILG’s rights in all or
any part of the Leased Premises or the Landfill Gas, or otherwise interfere with
RILG’s and its Affiliates’ quiet enjoyment of the Leased Premises pursuant to
Section 13.6.

     

    
      	
               
      

            	
               
      6.8

            	
              Alterations.

            


    

     

                 
  (a)            Subject
to the provisions of Section 6.6 and the prior written consent of RIRRC (which
consent shall not be unreasonably withheld, delayed or conditioned), RILG, in
its discretion, shall have the right from time to time to make, or cause to be
made, at its sole cost and expense, repairs, improvements, additions,
alterations and changes, in or to, the Leased Premises, in each case to the
extent it deems necessary or desirable to carry on any activity or use permitted
under this Agreement, provided that any such
repairs, improvements, additions, alterations or changes shall not interfere
with RIRRC’s use of, or access to or from, the Landfill, except as contemplated
under this Agreement, and provided, further, that all
such repairs, improvements, additions, alterations and changes shall be
undertaken and completed in accordance with all applicable Legal
Requirements.

     

    
      
        
        

      

      
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(b)           Subject to
the provisions of Section 6.6, RIRRC, in its discretion, shall have the right
from time to time to make, or cause to be made, at its sole cost and expense,
repairs, improvements, additions, alterations and changes, in or to the Landfill
in each case to the extent it deems necessary or desirable, provided that any such
repairs, improvements, additions, alterations or changes shall not unreasonably
interfere with RILG’s and its Affiliates’ use of, or access to or from, the
Leased Premises or unreasonably interfere with, restrict, limit, decrease or
otherwise impair the quantity or quality of Landfill Gas collected by the Gas
Collection Systems.

     

    (c)          
 Notwithstanding the above, RIRRC and RILG agree to cooperate with RGS to
incorporate designs RILG reasonably requests to enhance the operation of the Gas
Collection Systems, the RILG Facilities and any other uses RILG makes of the
Landfill Gas.

     

    (d)           
Notwithstanding anything herein to the contrary, all operations of the
collection and treatment of Landfill Gas shall be performed in accordance with
all Environmental Laws.

     

    
    

    
      ARTICLE
VII:   ENVIRONMENTAL ATTRIBUTES

    

     

     7.1            Identification
and Commercialization of Environmental Attributes.  RILG shall
exercise commercially reasonable efforts to acquire and sell, or otherwise
extract value from Environmental Attributes.  Among other things, RILG
shall, at its sole cost and expense: (1) prepare and file any document,
application, registration or certificate; (2) institute or prosecute any
proceeding, hearing, action or make any claim before any Governmental Body; (3)
negotiate any contract, agreement or other arrangement, or (4) take any and all
other action that RILG deems necessary or advisable with respect to the
identification, acquisition or sale of any Environmental Attribute, provided, however that no
document shall be filed or action taken by RILG in the name of RIRRC without
RIRRC’s approval.  Nothing herein shall be deemed as an obligation of
RILG to identify or pursue any and all opportunities with respect to
Environmental Attributes.  RILG shall have full and complete
discretion to determine which Environmental Attribute, if any, shall be
identified and commercialized and there shall be no penalty or liability imposed
on RILG for its failure, or unsuccessful attempt, to identify and commercialize
any Environmental Attribute or to receive any particular value for any
Environmental Attribute.

     

     7.2            Cooperation.  Notwithstanding
anything contrary contained herein, RIRRC shall cooperate in good faith with and
as requested by RILG with respect to matters undertaken by RILG pursuant to
Section 7.1.  Such cooperation shall include, but not be limited to,
RIRRC’s execution of applications, certificates, filings, agreements and other
documents as RILG may reasonably request, provided, however, that RIRRC
has reviewed and approved any such document and that execution of such document
imposes no material liability upon RIRRC, unless RIRRC agrees to execute such
document notwithstanding such liability.

     

     7.3            Distribution
of Net Revenue.

     

    (a)           Until
the Commercial Operation Date, (i) all revenues received by RILG or RIRRC with
respect to Environmental Attributes relating to Existing Plant A shall be shared
between RIRRC and RILG in accordance with the terms of the Environmental
Attribute Agreement dated as of August 1, 2003 between Ridgewood Providence
Power and RIRRC (the “RPPP Environmental Attribute
Agreement”) with RILG having the rights and obligations of Ridgewood
Providence Power under such agreement, and (ii) all revenues received by RILG or
RIRRC with respect to Environmental Attributes relating to Plant B shall be
shared between RIRRC and RILG in accordance with the terms of the Environmental
Attribute Agreement dated as of August 1, 2003 between Ridgewood Generation and
RIRRC (the “RRIG
Environmental Attributes Agreement”) with RILG having all of the rights
and obligations of Ridgewood Generation under such agreement.

     

    
      
        
        

      

      
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    (b)           Beginning
with the Commercial Operation Date, (i) the Existing Environmental Attribute
Agreements shall automatically terminate, and (ii) all revenues received by RILG
or RIRRC from the sale of Environmental Attributes minus all acquisition or sale
costs incurred by RILG and/or RIRRC shall be included in all other Net Revenues
for purposes of calculating Royalty Payments pursuant to Section 3.1(b), and no
additional compensation will be paid for the Environmental Attributes under this
Article VII.

     

    
    

    
      ARTICLE
VIII:   FORCE MAJEURE

    

     

     8.1            Force
Majeure.  No Party to this Agreement shall be liable for any
failure to perform the terms of this Agreement (other than a failure to make a
payment under this Agreement) effected by an Event of Force Majeure, whether
wholly or in part, during the occurrence of an Event of Force
Majeure.  The affected Party’s performance shall be immediately
excused, but 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 commercially 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 VIII for no more than twelve months.

     

    
      ARTICLE
IX:   INSURANCE; CASUALTY; CONDEMNATION

    

     

     9.1            Insurance
Requirements.

     

    (a)           RILG
shall carry and maintain insurance in full force and effect throughout the term
of this Agreement, at its sole cost, with Acceptable Insurance Companies or
through self-insurance retentions (only if RILG demonstrates to the satisfaction
of RIRRC the financial ability to do so) in amounts no less than, and with
deductibles not more than, the liability, insurance coverage set forth on the
attached Exhibit
F.

     

    (b)           RIRRC
shall carry and maintain insurance throughout the term of this Agreement, at its
sole cost, with Acceptable Insurance Companies or through self-insurance
retentions (only if RIRRC demonstrates to the satisfaction of RILG the financial
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.

     

    (c)           Each
Party shall obtain from its insurers with respect to such insurance,
endorsements (i) naming as additional insured under such policy the other Party
and the other Party’s
successors and assigns (collectively, the “Additional
Insureds”); (ii) providing full waivers of subrogation against the
Additional Insureds with respect to any liability, property and workers’
compensation policies (provided such waivers do not
cause any increase in the applicable premiums payable by the Party carrying such
insurance); (iii) providing that all self-insured retentions and deductibles and
the premium costs of all such policies shall be for the sole account of the
Party carrying such insurance and to the exclusion of the Additional Insureds;
(iv) providing that such policies are primary as respects the Additional
Insureds, regardless of any “excess” or “other insurance” clauses therein; and
(v) providing that cancellations of, or material changes to, such policies shall
not become effective until 30 days after notice thereof has been delivered to
the other Party.  Each Party shall deliver to the other Party
certificates of insurance evidencing the coverage and endorsements described in
this Section 9.1.

     

    
      
        
        

      

      
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     9.2            Casualty.  RILG
shall give prompt written notice to RIRRC of any casualty to any RILG Facilities
or any part thereof 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 RILG.  Subject to any
rights that a Lender may have with respect to such insurance proceeds, RILG
shall use such proceeds, at RILG’s option, either (i) to fund reconstruction of
the Damaged Facilities, or (2) to construct Replacement Facilities reasonably
acceptable to RIRRC serving the same function as such Damaged Facilities, or (3)
to repay any outstanding indebtedness of RILG or its Affiliates 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 RIRRC.  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 RIRRC.  Notwithstanding anything
in this Section 9.2 to the contrary, if RILG elects to terminate the Agreement
pursuant to Section 4.1 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 RILG for RILG’s own use, whether or not
related to the Landfill.  For purposes of this Section 9.2, “excess
proceeds” shall be any insurance proceeds not required to restore the Damaged
Facilities to full operation or to complete the Replacement
Facilities.

     

     9.3            Condemnation.  Except
with respect to a 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 Leachate Control, Treatment and
Disposal System, the Condensate Control, Treatment and Disposal System, or the
RILG Facilities, 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 RILG or RIRRC 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 RILG 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
Leachate Control, Treatment and Disposal System, the Condensate Control,
Treatment and Disposal System, or the RILG Facilities 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 9.2 above relating to insurance proceeds.

     

    
      
        
        

      

      
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      ARTICLE
X:   DEFAULT

    

     

     10.1          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 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

     

    (d)           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 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 the United
States Bankruptcy Code or any other present or future federal or state
insolvency, bankruptcy or similar law (collectively, the “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 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.

     

    
      
        
        

      

      
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     10.2          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 (a) RIRRC shall
have the right to terminate this Agreement and utilize for its sole benefit all
Landfill Gas not then otherwise used for energy production by RILG or its
Affiliate only upon the occurrence of an Event of Default by RILG under Section
10.1(a) (failure to make required payments), Section 10.1(c) (covenants) or
Section 10.1(e) (bankruptcy) and (b) 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 the Royalty Payment and any other monetary payments required to be made
hereunder.

     

     10.3          Cure
Rights.  Without limiting any other rights of RILG under this
Agreement, if RIRRC is the Defaulting Party under this Agreement, RILG shall
have the option to elect to cure the Event of Default at the expense of
RIRRC.  RILG shall deduct such costs to cure from amounts due to RIRRC
under Section 3.1.  RILG shall deliver to RIRRC a written notice
stating that it has elected to exercise such right to cure and that it will
promptly commence to cure or cause to be cured all such Events of Default and
breaches susceptible of being cured by RILG, and that it will, during the cure
period, diligently attempt in good faith to complete the curing of, to the
reasonable satisfaction of RIRRC, all such Events of Default.  Nothing
set forth herein shall be deemed to create any obligation of RILG to cure any
Event of Default.

     

    
    

    
      ARTICLE
XI:   LIMITATION OF REMEDIES AND
LIABILITY

    

     

     11.1          Limitation
of Remedies, Liability and Damages.  NEITHER PARTY SHALL BE
LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES,
LOST REVENUES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES, BY STATUTE,
IN TORT OR CONTRACT UNDER ANY INDEMNITY PROVISION OR OTHERWISE.  TO
THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES
ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, OR
OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT, AND THE DAMAGES
CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION OF THE HARM OR
LOSS.

     

    
      
        
        

      

      
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     11.2          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.

     

    
    

    
      ARTICLE
XII:   TAXES

    

     

       
 12.1          Taxes.  Throughout
the term of this Agreement, (i) RILG shall pay, or cause to be paid, as and when
the same become due, all taxes, assessments, special assessments, excises,
levies, payments in lieu of taxes and other charges and governmental impositions
of any description (“Taxes”) levied,
assessed, charged or imposed upon RILG’s interest in the RILG Facilities and
other personal property and assets owned by RILG and used in connection
therewith, and (ii) although the Parties acknowledge that RIRRC is a tax exempt
entity, RIRRC shall pay, or cause to be paid, as and when the same become due,
all Taxes levied, assessed, charged or imposed upon the Leased Premises (“Taxes on Realty”)
should RIRRC’s tax exempt status change such that such Taxes on Realty become
payable by RIRRC.  Neither Party shall assert a claim for Taxes
against the other Party.

     

       
 12.2          Contests.

     

    (a)           RILG
may contest the validity or amount of any Taxes, and RIRRC may contest the
validity or amount of any Tax on Realty, provided that the contesting
Party shall not allow any such tax to remain unpaid for such length of time as
shall permit any part or all of the Leased Premises or the Landfill to be sold
or foreclosed or subjected to a Lien for the nonpayment of the
same.

     

    (b)           Although
the Parties acknowledge that RIRRC is a tax exempt entity not subject to Taxes
on the Leased Premises, should RIRRC’s tax exempt status change such that RIRRC
is required to pay Taxes on the Leased Premises, RIRRC, at its expense, may
attempt at any time to obtain a lowering of the assessed valuation of the Leased
Premises for the purpose of reducing Taxes thereon.  In such event,
upon request, RILG will exercise commercially reasonable efforts to cooperate
with RIRRC, at RIRRC’s expense, in effecting such a reduction.  Any
tax refund resulting from such proceeding (i) attributable to periods prior to
the term of this Agreement shall be allocated to RIRRC, and (ii) attributable to
periods during the term shall be allocated to each Party in proportion to the
amount of Taxes paid by it.

     

    (c)           Neither
Party shall be required to join in any action or proceeding referred to in this
Section 12.2 unless required by law in order to make such action or proceeding
effective, in which event, any such action or proceeding may be taken by the
other Party in the name of, but without expense to, the other
Party.

     

    
    

    
      ARTICLE XIII:
REPRESENTATIONS AND WARRANTIES OF RIRRC

    

     

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

     

    
      
        
        

      

      
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13.1          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 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 therefore may be
brought.

     

     13.2          Non-Contravention;
Approvals; Litigation; Bankruptcy.  The execution, delivery and
performance of this Agreement by RIRRC (a) does 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) does not and will not violate any statute,
regulation, administrative order, judgment or decree binding upon RIRRC, and (c)
does not require that RIRRC obtain the Approval of any Governmental Body or any
third party, other than Approvals that have been obtained.  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 to perform its obligations under this
Agreement.  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 that seeks to enjoin the consummation of
the transactions contemplated by this 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.

     

        
13.3         Regulatory
Approvals.  To the best of RIRRC’s knowledge, without further
investigation, RIRRC has obtained all Approvals required to be obtained by it
and complied with all Legal Requirements (including without limitation all
Environmental Laws) applicable to RIRRC in connection with the operation of the
Landfill, including the Gas Collection Systems, the Condensate Control,
Treatment and Disposal System, and the Leachate Control, Treatment and Disposal
System, except where such failure or non-compliance would not have a Material
Adverse Effect on the rights granted to RILG or any Affiliate of RILG under this
Agreement, the Purchase and Sale Agreement or the Services
Agreement.  To the best of RIRRC’s knowledge, without further
investigation, RIRRC has made all filings required to be made by it with any
Governmental Body in connection with the operation of the Landfill, including
the Gas Collection Systems, the Condensate Control, Treatment and Disposal
System, and the Leachate Control, Treatment and Disposal System, except where
such failure or non-compliance would not have a Material Adverse Effect on the
rights granted to RILG or any Affiliate of RILG under this Agreement, the
Purchase and Sale Agreement or the Services Agreement or the ability of
RIRRC to
perform its obligations under this Agreement, the Purchase and Sale Agreement or
the Services Agreement.

     

    
      
        
        

      

      
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13.4          Approvals
to Operate.  To the best of RIRRC’s knowledge, without further
investigation, no additional Approvals are required in order for RGS to operate
the Gas Collection Systems and to perform its obligations under the Services
Agreement, Environmental Laws and all Legal Requirements except where the
failure to so obtain any such Approvals would not have a Material Adverse Effect
on the rights of RILG or any Affiliate of RILG under this Agreement, the
Purchase and Sale Agreement or the Services Agreement or the ability of RIRRC to
perform its obligations under this Agreement, the Purchase and Sale Agreement or
the Services Agreement.

     

       
 13.5          Conflicts
with Laws.  To the best of RIRRC’s knowledge, without further
investigation, there are no current violations by RIRRC or any Affiliate of
RIRRC of any Environmental Laws or Legal Requirements pertaining to the Landfill
that will have a Material Adverse Effect on the operation of the Landfill, the
Gas Collection Systems, the Condensate Control, Treatment and Disposal System,
or the Leachate Control, Treatment and Disposal System.

     

        
13.6          Warranty
of Title/Quiet Enjoyment.  RIRRC has good title to the
Landfill, Landfill Gas and the Leased Premises, free and clear of all Liens,
except for Permitted Liens and Liens that do not have a Material Adverse Effect
on the rights of RILG or any Affiliate of RILG under this Agreement, the
Purchase and Sale Agreement or the Services Agreement or RIRRC’s ability to
comply with the terms hereof or thereof.  Other then the 1987 Lease
Agreement and the 2003 Site Lease and Landfill Gas Delivery Agreement, RIRRC has
not entered into any lease, agreement or other document conveying or disposing
of any right, title or interest in the Landfill Gas, the Sites or any other
portion of the Landfill.  RIRRC covenants that, during the term of
this Agreement, provided no Event of Default has occurred and is continuing,
RILG’s quiet use and peaceful enjoyment of the Landfill Gas, the Leased Premises
and its rights hereunder shall not be disturbed or interfered with by RIRRC or
any person or entity claiming by, through or under RIRRC or any predecessor in
title to RIRRC, and RIRRC agrees to defend the title to the Leased Premises
against any claims which materially interfere with RILG’s quiet use and
enjoyment of the Leased Premises.

     

    
    

    
      ARTICLE
XIV:   REPRESENTATIONS AND WARRANTIES OF
RILG

    

     

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

     

       
 14.1          Organization;
Authorization; Enforceability.  RILG is a limited liability
company duly organized, validly existing and in good standing under the laws of
the State of Delaware.  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 RILG.  This Agreement constitutes the
legal, valid and binding agreement of RILG 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 therefore may be brought.

     

    
      
        
        

      

      
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14.2          Non-Contravention;
Approvals; Litigation; Bankruptcy.  The execution, delivery and
performance of this Agreement by RILG (a) does 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 RILG
is a party, (b) does not and will not violate any statute, regulation,
administrative order, judgment or decree binding upon RILG, and (c) does not
require that RILG obtain the Approval of any Governmental Body or any third
party, other than Approvals that have been obtained or that are not yet
required.  RILG is not subject to any outstanding order, ruling,
decree, judgment or stipulation that would have a Material Adverse Effect on the
ability of RILG to enter into this Agreement or to perform its obligations under
this Agreement.  RILG is not subject to any pending or, to its
knowledge, threatened litigation, which if adversely determined could have a
Material Adverse Effect on RILG’s ability to execute, deliver and perform its
obligations under this Agreement, or that seeks to enjoin the consummation of
the transactions contemplated by this Agreement.  No bankruptcy,
insolvency, reorganization, receivership or other arrangement proceedings are
pending against or being contemplated by RILG and, to its knowledge, no such
proceedings have been threatened against it.

     

       
 14.3          Regulatory
Approvals.  RILG has obtained all Approvals required to be
obtained by it as of the Effective Date and has complied with all Legal
Requirements, pertaining to its execution and delivery of this
Agreement.  RILG has made all filings required to be made by it prior
to the Effective Date with any Governmental Body in connection with its
execution and delivery of this Agreement.

     

    
    

    
      ARTICLE
XV:   ADDITIONAL REPRESENTATIONS
AND COVENANTS

    

     

       
 15.1          No Other
Representations or Warranties.  Each of the Parties
acknowledges that it has entered into this Agreement in reliance upon the
express representations and warranties set forth in this Agreement and not upon
any other representations or warranties.

     

        
15.2          Compliance
with Laws; Authorizations.  Each Party covenants that at all
times during the Term it will comply with all Legal Requirements or other legal
or regulatory determinations of any Governmental Body applicable to it or its
properties, and shall obtain, maintain and keep in force all Approvals necessary
for it to perform its obligations under this Agreement.  Each Party
further covenants that to the extent any requirement in this Agreement with
respect to the Gas Collection Systems, the Condensate Control, Treatment and
Disposal System, or the Leachate Control, Treatment and Disposal System
conflicts with applicable Legal Requirements, the Legal Requirements will
govern.

     

       
 15.3          Additional
Covenants.

     

    (a)           RIRRC
shall use commercially reasonable efforts to:

     

    
      
        
        

      

      
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    (i)           cooperate in the
development and operation of the RILG Facilities so as to maximize the
production and sale of electric generation fueled by Landfill Gas while
maintaining full  compliance
with all Legal Requirements, including, without limitation, Environmental
Law;

    
    

     

    (ii)        
  avoid any unreasonable interference with RILG’s use of Landfill Gas
or the operation of the RILG Facilities;

     

    (iii)      
  refrain from any action that would destroy, adulterate or otherwise
damage the Landfill Gas at the Landfill, except as may be required by applicable
Legal Requirements, including, without limitation, Environmental
Law;

     

    (iv)      
  refrain from damaging or destroying any part of the RILG Facilities
(other than the dismantling Existing Plant A pursuant to Section 5.6) or any
structures, fixtures or personal property of RILG and its Affiliates erected on,
affixed to or at the Leased Premises, and in the event such damage or
destruction is caused to such property, to reimburse RILG for such damage or
destruction (other than damage or destruction resulting from normal wear and
tear);

     

    (v)          refrain
from entering into any contract or agreement that conflicts with, interferes
with or compromises RILG’s and its Affiliates’ rights hereunder except as
permitted hereunder; and

     

    (vi)         prevent
any of its independent contractors, agents, employees or invitees from
committing such interference or causing such disruption or destruction as
described in (ii) through (v) above.

     

    (b)           RIRRC
shall not seek to change any zoning classification applicable to all or any part
of the Leased Premises or any permit issued with respect to the Leased Premises
without RILG’s written consent, which consent shall not be unreasonably
withheld, delayed or conditioned.  RILG may withhold its consent if,
in RILG’s reasonable opinion, the requested zoning or permit change would
adversely affect any of RILG’s or any of its Affiliates’ activities permitted in
this Agreement, even if RILG is not at the time of the request conducting any of
the permitted activities.

     

    (c)           RIRRC
and RILG agree to exchange information for planning and coordination to
facilitate the safe and orderly development and operation of the Landfill as
well as maximize the collection of Landfill Gas from and production of
electricity at the RILG Facilities while maintaining full compliance with
Environmental Law and all other Legal Requirements.

     

    (d)           RILG’s
operations shall not interfere with the activities of RIRRC at the Landfill in
general, unless such interference is necessary to comply with applicable Legal
Requirements, including Environmental Law, or to continue or maintain the RILG
Facilities’ operation at anticipated levels and, in such event, RILG shall use
commercially reasonable efforts to avoid and minimize (in duration and scope)
any such interference; provided, however, that
RILG’s operations shall not cause RIRRC to be in violation of any Legal
Requirements and, in the event that such operations do cause RIRRC to be in
violation of any Legal Requirement, the
Parties agree to discuss and negotiate in good faith a resolution that both
enables RIRRC to comply with all Legal Requirements and does not materially and
unreasonably reduce, limit or restrict RILG’s operations
hereunder.  RILG shall conduct all of its operations at the Landfill
in accordance with Good Engineering Practice and all Legal Requirements,
including, without limitation, Environmental Law.

     

    
      
        
        

      

      
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    (e)           RILG
shall use commercially reasonable efforts to construct, operate, maintain and
administer the RILG Facilities, including the disposal of all Hazardous
Materials, in accordance with Good Engineering Practice, in compliance with all
Permits and applicable Legal Requirements and in accordance with the terms
hereof and to the extent set forth herein.

     

    
    

    
      ARTICLE
XVI:   INDEMNIFICATION

    

     

     16.1          RILG Indemnification.  Except
with respect to indemnification for Environmental Claims, which is provided
pursuant to Section 16.3 hereof, RILG shall indemnify, defend and save and hold
RIRRC and each of its Affiliates, employees, directors, officers,
representatives, successors and assigns, jointly and severally, harmless from
and against any and all claims, demands, losses, costs (including, without
limitation, attorney’s fees and legal costs), expenses, damages, fines, suits,
actions, proceedings, causes of action, obligations and liabilities of whatever
character (each individually a “Loss”) due to: (a)
injury to or death of persons, (including, without limitation RILG’s employees
and notwithstanding any defense to such indemnification available to RILG under
any worker’s compensation statute); or (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 any intentional misconduct or negligent
act or omission of RILG or its employees and RILG’s subcontractors or their
employees or anyone acting on RILG’s behalf.  Notwithstanding the
above, nothing in this provision shall be construed to limit any right that RILG
may have to seek common law or statutory indemnity and/or contribution from
RIRRC.  In addition, RILG shall indemnify, defend and save and hold
harmless RIRRC, its successors and assigns, from and against any Loss due to
breach of its representations and warranties contained in this
Agreement.

     

     16.2          RIRRC
Indemnification.  Except with respect to indemnification for
Environmental Claims, which is provided pursuant to Section 16.3 hereof, RIRRC
shall indemnify, defend and save and hold RILG and each of its members,
Affiliates, employees, directors, officers, representatives, successors and
assigns, jointly and severally, harmless from and against any Loss due to: (a)
any flares on the Landfill not having all required Approvals on the Effective
Date; (b) injury to or death of persons, (including, without limitation, RIRRC’s
employees and notwithstanding any defense to such indemnification available to
RIRRC under any worker’s compensation statute); or (c) loss or destruction of or
damage to property; provided that, solely in the
case of (b) and (c) above, such indemnity obligation is limited to the extent of
Loss caused by any intentional misconduct or negligent act or omission of RIRRC
or its employees and RIRRC’s subcontractors 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 RILG.  In
addition, RIRRC shall indemnify, defend and hold harmless RILG, its successors
and assigns, from and against any Loss due to breach of its representations and
warranties contained in this Agreement.

     

    
      
        
        

      

      
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     16.3          Environmental
Indemnity.

     

    (a)           RIRRC
shall indemnify, defend and save and hold RILG 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 RILG
arising out of or in connection with any Environmental Claims by any person or
person (including, without limitation, a Governmental Body) not arising
from:  (1) RILG’s gross negligence or intentional misconduct; (2)
RILG’s failure to comply with applicable Legal Requirements; or (3) the
operation of the RILG Facilities.

     

    (b)           RILG
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
directly from:  (1) RILG’s gross negligence or intentional misconduct;
(2) RILG’s failure to comply with applicable Legal Requirements; or (3) the
construction, operation or maintenance of the RILG Facilities; provided, however, that this
Section 16.3(b) shall not apply to Environmental Claims with respect to failure
of any flares on the Landfill to have all required Approvals on the Effective
Date, which is addressed in Section 16.2.

     

        
16.4          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 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 RILG Facilities, the Leased Premises or the Landfill
available to defense counsel and any experts hired in connection with the
defense of any claim; and making all documents and items 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 such Indemnified Party 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 16.4, 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.

     

    
      
        
        

      

      
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16.5          Payment.  Upon
a determination that an Indemnifying Party is liable for indemnification under
Section 16.1, 16.2 or 16.3 (by admission of the Indemnifying Party, agreement of
the Indemnifying Party and Indemnified Party, or completion of the procedures
set forth in Section 16.4), the Indemnifying Party shall pay to the Indemnified
Party, within ten days after such determination, the amount of the Loss
indemnified thereby.  Upon the payment in full of any such Loss, the
Indemnifying Party making such payment shall be subrogated to the rights of the
Indemnified Party against any other person with respect to the subject matter of
such Loss and of any claim or proceeding relating thereto.

     

    
    

    
      ARTICLE
XVII:   GENERAL PROVISIONS

    

     

        
17.1          Assignment
and Subletting.

     

    (a)           Neither
Party shall sell, assign, pledge, sublet, delegate or otherwise transfer
(collectively, an “Assignment”) this
Agreement or any of its rights or obligations hereunder without the prior
written consent of the other Party.  Notwithstanding the foregoing,
either Party may, without the need for consent from the other Party, make an
Assignment of this Agreement (i) to an Affiliate of such Party or (ii) for
collateral security purposes to a Lender providing financing, directly or
indirectly, in connection with the construction, operation or ownership of that
Party’s facilities on the Landfill (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 17.1 shall promptly notify the other Party thereof and furnish
such Party a copy of such Assignment.  Nothing contained herein shall
prevent a Party from designating representatives to act on its behalf hereunder,
but a Party shall be fully responsible for the acts or omissions of its
representatives.

     

    (b)           In
the event that either Party makes a Financing Assignment as contemplated by this
Section 17.1, 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, foreclosure or “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.

     

    
      
        
        

      

      
        - 26
-

        
          

        

      

      
        
        

      

    

     

    (c)           For
the avoidance of doubt, the Parties hereto contemplate that RILG and its
Affiliates (excluding, for this purpose, Ridgewood Providence Power, Ridgewood
Generation, RGS and Rhode Island Central Genco, LLC, a Delaware limited
liability company (“RICG”)) may find it
necessary or desirable to pledge or provide equity participations in RILG (or
such Affiliates) or to provide other financial accommodations or incentives in
order to induce Lenders to provide financing in connection with the
construction, ownership or operation of the facilities of RILG, Ridgewood
Providence Power, Ridgewood Generation, RGS and RICG located on the
Landfill.  Accordingly, RIRRC agrees that direct or indirect changes
in ownership of RILG (and/or such Affiliates) or other financial accommodations
or incentives provided by RILG (and/or such Affiliates), whether pursuant to a
pledge, assignment or other transfer or upon the foreclosure by any Lender of
any lien or security interest, shall not require the consent of
RIRRC.

     

    (d)           Unless
specifically agreed in writing, any Assignment by an Assignor as contemplated by
this Section 17.1 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.

     

    (e)           Notwithstanding
any other provision of this Agreement, the RILG Facilities shall be operated by
experienced landfill-gas-to-energy personnel. Any third party operator or
contractor engaged by RILG to operate the RILG Facilities (other than Ridgewood
Power Management LLC or Ridgewood Gas Services LLC) shall be approved in writing
by RIRRC, such approval not to be unreasonably withheld or delayed.

     

     17.2            Notices
and Consents.  All notices, requests, demands, claims, consents
and other communications or deliveries hereunder shall be in writing and (a)
delivered in person or by courier, (b) sent by facsimile transmission, or (c)
mailed certified first class mail, postage prepaid, return receipt requested, to
the appropriate party at the following addresses:

     

    
      
        
        

      

      
        - 27
-

        
          

        

      

      
        
        

      

    

     

    
      	
              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 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

            


    

    


    or such
other address as a Party may designate to the other Party by notice given as
provided herein.  Such notices shall be effective (i) if delivered in
person or by courier, upon actual receipt by the intended recipient, (ii) if
sent by facsimile transmission, when the sender receives confirmation that such
notice was received at the facsimile number of the addressee, or (iii) if
mailed, upon the date of delivery as shown by the return receipt
therefore.

     

        
17.3          Integration;
Amendment.  As of the Effective Date, this Agreement
constitutes the entire agreement and understanding of the Parties relating to
the subject matter hereof and, except as expressly set forth in Sections 3.1(a)
and 7.3(a) of this Agreement, supersedes all prior agreements and
understandings, whether oral or written, relating to the subject matter of this
Agreement.  This Agreement may not be amended except in writing signed
by the Parties.

     

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

     

                       
 17.5         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;

     

    
      
        
        

      

      
        - 28
-

        
          

        

      

      
        
        

      

    

     

    (c)          is
or becomes available to such Party on a non-confidential 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; or

     

    (e)          is
required to be disclosed pursuant to a Legal Requirement or Governmental Body,
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.

     

       
 17.6          Claims
and Disputes.

     

    (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 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 alternative dispute resolution 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 paragraph (c) hereof.

     

    (c)           If
any claim or dispute arising hereunder is not resolved pursuant to paragraph (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 17.6, 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.

     

    (d)           The
terms and conditions of this Section 17.6 shall survive the expiration or
termination of this Agreement.

     

        
17.7          Impairment
of RILG’s Rights.

     

    (a)           If
RIRRC is required by any Legal Requirement, including Environmental Law, to take
or refrain from taking any action that, in the reasonable judgment of RIRRC,
would materially destroy, adulterate, restrict, limit, decrease or otherwise
damage the quantity or quality of, or ability to extract and use, Landfill Gas,
or the operation of, or the sale of electrical energy from the RILG Facilities
(collectively an “Impairment”), then
prior to taking any such action, RIRRC shall provide written notice to RILG
describing in reasonable detail the nature of the action,
the Legal Requirement pursuant to which such action is required, and the
Governmental Body requiring such action.  RILG shall be free to
exercise all its legal rights and remedies in order to prevent, amend or delay
any such action or otherwise to prevent such Impairment.  RIRRC shall
cooperate with and as reasonably requested by RILG in the exercise of its rights
pursuant to this Section 17.7(a).  So long as RIRRC complies with this
Section 17.7, RIRRC shall not be liable to RILG  or any Affiliate of
RILG for any damages or liabilities of any kind or nature incurred by RILG or
any Affiliate of RILG as a result of any such actions taken by or on behalf of
RIRRC.

     

    
      
        
        

      

      
        - 29
-

        
          

        

      

      
        
        

      

    

     

    (b)           If,
notwithstanding RILG’s effort to prevent such Impairment, such action is
ultimately required to be taken by RIRRC, the result of which is an Impairment
of RILG’s rights under this Agreement, then RIRRC and RILG shall negotiate in
good faith to amend this Agreement to account for or limit the effect of such
Impairment.

     

       
 17.8         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.

     

        
17.9          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.

     

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

     

       
 17.11        Governing
Law.  This Agreement and any provisions contained herein shall
be governed by and construed in accordance with the laws of the State of Rhode
Island, without reference to its conflict of law principles.

     

       
 17.12        Survival.  Article
XI, Article XVI, Section 2.1(a)(vii), Section 3.5, Section 4.1(c) and Section
17.6 of this Agreement shall survive a termination of this
Agreement.

     

    [Remainder
of page intentionally left blank.]

     

     

     

    
      
        
        

      

      
        - 30
-

        
          

        

      

      
        
        

      

    

    


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

     

    
      
        
          
            
              
                
                  
                    	RHODE ISLAND LFG GENCO,
      LLC	 
	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 Site Lease and Landfill Gas Delivery
Agreement

     

     

     

    - 31
-

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Exhibit
A

    


    Site
Plan

     

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Exhibit
A-1

    


    Plant C – Description of
Site

     

    A.P. 31,
Lots 45, 46, 49, 55, and 58

     

    
      
        


        Plat
31; Lots 45 & 46:

        


        Those
certain tracts or parcels of land with all the buildings and improvements
thereon situated on Shun Pike in the Town of Johnston, County of Providence,
State of Rhode Island, laid out and designated as 35,457 sq. ft + /-, AP 31 Lot
46 n/f Coastal Atlantic, LLC, (DB 976 PG 181) 67,524 sq. ft. + /-, on that plat
entitled "SURVEY OF LAND & ROW ASSESSOR'S PLAT 31 LOTS 6, 45,46, 47, 49, 55
& 58 SHUN PIKE JOHNSTON, RHODE ISLAND PREP FOR: COASTAL KJB BUILDERS, INC.,
COASTAL ATLANTIC, LLC & SILVESTRI LEASING COMPANY" which said plat is
recorded in the office of the Town of Johnston Town Clerks office on December
17, 2003 in Book 3 page 164, Slide 378.

        


        Together
with all the Grantor's right, title and interest to any rights of way, drift
ways and/or streets abutting said property.

        


        


        Plat
31; Lots 49, 55 & 58:

        


        Those
certain tracts or parcels of land with all the buildings and improvements
thereon situated on Shun Pike in the Town of Johnston, County of Providence,
State of Rhode Island, laid out and designated as 24,742 sq. ft + /-, AP 31 Lot
55 n/f Coastal KJB Builders, Inc., (DB 30,000 sq. ft. + /-, AP 31 Lot 58 n/f
Coastal KJB 30,902 sq. ft. +/- on that plat entitled "SURVEY OF LAND & ROW
ASSESSOR'S PLAT 31 LOTS 6, 45,46, 47, 49, 55 & 58 SHUN PIKE JOHNSTON, RHODE
ISLAND PREP FOR: COASTAL KJB BUILDERS, INC., COASTAL ATLANTIC, LLC &
SILVESTRI LEASING COMPANY" which said plat is recorded in the office of the Town
of Johnston Town Clerks office on December 17, 2003 in Book 3 page 164, Slide
378.

        


        Together
with all the Grantor's right, title and interest to any rights of way, drift
ways and/or streets abutting said property.

        


        Excluding
from above parcels all portions of Shun Pike, a public right of way, as shown in
Plat Book 3 page 164, Slide 378.

        


        NOTE: The address of the land referred to
herein is not insured by this policy, it is included only for the benefit of the
Company for indexing purposes. Title exceptions, acreage and/or square feet
which may be referenced herein are not insured by this policy.

         

      

    

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      Exhibit
B

      


      Permitted
Liens

      


      The
following are “Permitted Liens” under this Agreement:

      


      1.           Liens
for taxes not yet subject to penalties for non-payment and Liens for taxes the
payment of which is being contested in good faith or for which adequate reserves
have been made;

      


      2.           Liens
resulting from any money judgments, writs or warrants of attachment of less than
$500,000 which have not been outstanding without a stay of enforcement for more
than 60 consecutive days;

      


      3.           Liens
imposed by law, including carriers’, warehousemen’s, materialmen’s and
mechanics’ Liens which are incurred in the ordinary course of business for sums
not more than thirty (30) days delinquent or which are being contested in good
faith; and

      


      4.           Liens
that are in existence on the Effective Date.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      Exhibit
C

      


      Licenses and Rights of
Way

      


      To Be
Added by Amendment

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      Exhibit
D

      


      Standards for Landfill,
Condensate Control, Treatment and Disposal System and Leachate Control,
Treatment and Disposal System

      


      


      
        	
                1.  

              	
                Clean
      Air Act Consent Decree (CD) [July 25, 2003].  Governs
      operation of Phases II, III, and IV and the ULE Flare until permits are
      issued.  Includes permit application, monitoring, reporting,
      recordkeeping requirements and design
standards.

              


      

      


      To
maintain compliance with the CD, two standard operating procedures (SOP) were
produced and subsequently revised by GZA to standardize both landfill gas flow
monitoring and quality monitoring procedures.

      


      
        	
                2.  

              	
                SOP No. 001 – Landfill Gas
      Quality Measurements [rev2: 1/31/2006]
-

              


      

      
        	
                 
      

              	
                o

              	
                Sup 1.00 – Alternative
      Monitoring Equipment:  SEM 500 Surface Emission Monitor
      [Jan. 2006]

              


      

       

      
        	
                 
      

              	
                o

              	
                Sup 2.00 – Alternative
      Monitoring Equipment:  Jerome 631-x Hydrogen Sulfide Analyzer
      [Jan. 2006]

              


      

       

      This
standard operating procedure discusses the various instruments, locations, time
requirements and reporting criteria for the measurement of landfill gas quality
for use at the site.

       

      
        	
                3.  

              	
                SOP No. 002 – Landfill Gas Flow
      and Pressure Measurements [rev1: 1/31/2006]-This standard operating
      procedure discusses the various instruments, locations, time requirements
      and reporting criteria for the measurement of landfill gas flow and
      pressure for use at the site.

              


      

      


      
        	
                4.  

              	
                December 1999 Gas System
      Operations and Maintenance Overview – Prepared by GZA in response
      to RIDEM request.  Contains language on 120% redundant capacity
      for gas destruction.

              


      

      


      
        	
                5.  

              	
                March 2000 Sitewide Landfill
      Gas Management Plan – Prepared by Dufresnee-Henry in response to
      EPA request.

              


      

      


      
        	
                6.  

              	
                Title V Air Permit - Not
      yet issued.  Original application submitted June
      2000.  Revised November 2000.  Supplemental materials
      submitted June 2005.

              


      

      


      
        	
                7.  

              	
                Air Toxics Operating
      Permit -  Application submitted July 2007, permit not yet
      issued.

              


      

      


      
        	
                8.  

              	
                RIDEM - Air Pollution Control
      Regulation No. 9 Permit for the Phase II\III and IV Landfill’s -
      Not yet issued.  Application for Phases II, III and IV submitted
      September 2000.  Amended application submitted in September 2003
      and revised amended application submitted in January
      2004.  Phases II, III, and IV operate under the July 25 Consent
      Decree until the permit is issued.

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      
        	
                9.  

              	
                RIDEM - Air Pollution Control
      Regulation No. 9 Permit for the Phase V Landfill - Approval #1810,
      September 16, 2004.  Contains emission limits, design standards,
      operating requirements and monitoring, recordkeeping and reporting
      requirements for Phase V.

              


      

      


      
        	
                10.  

              	
                RIDEM - Air Pollution Control
      Regulation No. 9 Permit Application for the Phase VI Landfill - Not
      yet issued.  Application submitted July
  2007.

              


      

      


      
        	
                11.  

              	
                RIDEM - Air Pollution Control
      Regulation No. 9 Permit for Destruction devices: RF-1, RF-2, RF-3 –
      RF-1 is approval #1035, April 18, 1990.  Contains operating,
      monitoring and reporting requirements.  Permits have not been
      issued for RF-2 and RF-3.  Both applications were submitted in
      March 2000.

              


      

      


      
        	
                12.  

              	
                RIDEM - Air Pollution Control
      Regulation No. 9 Permit for Destruction device: Ultra Low Emission 6,000
      SCFM ground flare (ULE) - Not yet issued. Application submitted
      September 2003.  Operates under July 25 Consent Decree until
      permit is issued.

              


      

      


      
        	
                13.  

              	
                RIDEM - Air Pollution Control
      Regulation No. 9 Permit for the Main Flares located at the Ridgewood Power
      Plant - Approval #s 1037 and 1038, April 18,
      1990.  Contains operating, monitoring and reporting
      requirements.

              


      

      


      
        	
                14.  

              	
                Revised Surface Emission
      Monitoring Plan for Phases I, II and III [Dec 13, 2001] - This
      document discusses the procedures, equipment and reporting criteria for
      the monitoring of surface emissions for the Phase I, Phase II and Phase
      III Landfills.

              


      

      


      
        	
                15.  

              	
                40 CFR 60 Subpart WWW Landfill
      Gas Collection and Control System Design Plan – [Dec 22, 1999 and
      Amended March 9, 2000] – This document describes how the facility meets
      the collection and control system requirements of 40 CFR 60 Subpart
      WWW.  The plan has been submitted to the EPA and no approval has
      been received to date.

              


      

      


      
        	
                16.  

              	
                VOC RACT Compliance Plan
      [Mar 5, 2003] – This document provides a summary of the applicable
      requirements under Rhode Island Air Pollution Control Regulation Number
      15.  This plan specifies VOC capture and control requirements
      for Phase I of the landfill.  The plan requirements are
      generally consistent with the landfill gas capture and control
      requirements of 40 CFR 60 Subpart
WWW.

              


      

      


      
        	
                17.  

              	
                NOx RACT Compliance Plan
      [Dec 19, 2000] – This document provides a summary of the applicable
      requirements under Rhode Island Air Pollution Control Regulation Number
      27.  Plan specifies boiler maintenance and recordkeeping
      requirements, recordkeeping requirements for Flares RF-1, RF-2, and RF-3,
      and recordkeeping and engine timing adjustment requirements for emergency
      generators.

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      
        	
                18.  

              	
                Phase IV Surface Emission
      Monitoring Plan [Sep 17, 2003] - This document discusses the
      procedures, equipment and reporting criteria for the monitoring of surface
      emissions from the Phase IV
Landfill.

              


      

      


      
        	
                19.  

              	
                Phase V Surface Emission
      Monitoring Plan [October 2003] – This document discusses the
      procedures, equipment and reporting criteria for the monitoring of surface
      emissions from the Phase V
Landfill.

              


      

      


      
        	
                20.  

              	
                Phase IV Licensing Permit
      Application - This document contains the Closure Gas System design
      plan for the Phase IV Landfill.

              


      

      


      
        	
                21.  

              	
                Supplemental Phase IV Interim
      Gas Collection System Design

              


      

      


      
        	
                22.  

              	
                Phase V Licensing Permit
      Application - This document contains the Landfill Gas System
      operating plan, Operational Gas Collection System Design and Closure and
      Gas System design plan for the Phase V
Landfill.

              


      

      


      
        	
                23.  

              	
                Phase VI Licensing Permit
      Application - This document contains the Landfill Gas System
      operating plan, Closure Gas System design plan, and the Surface Emission
      monitoring plan for the Phase VI
Landfill.

              


      

      


      


      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
E

      


      Annual Waste
Deposits

      


      
         

        
        

         

        
          	RI Solid Waste
      Management Plan	April2007


        

         

         

        


         

        Table
171-5-8 Combined Waste Stream Projections

         

        
          	 	 	
                   With
      Recommendations

                
	 	 Status
      Quo  	
                   Implemented

                
	
                   

                  Year

                	
                   

                  Landfilled

                	
                   

                  Diverted

                	
                   

                  Landfilled

                	
                   

                  Diverted

                
	
                  2005

                	
                  1,178,871

                	
                  544,708

                	
                  1,178,871

                	
                  544,708

                
	
                  2006

                	
                  1,190,710

                	
                  550,116

                	
                  1,119,097

                	
                  620,921

                
	
                  2007

                	
                  1,201,828

                	
                  555,564

                	
                  1,058,327

                	
                  698,250

                
	
                  2008

                	
                  1.213,026

                	
                  561,054

                	
                  996,554

                	
                  776,705

                
	
                  2009

                	
                  1,224,307

                	
                  566,584

                	
                  933,769

                	
                  856,295

                
	
                  2010

                	
                  1,235,670

                	
                  572,155

                	
                  864,307

                	
                  942,685

                
	
                  2011

                	
                  1,244,608

                	
                  576,133

                	
                  870,631

                	
                  949,270

                
	
                  2012

                	
                  1,253,605

                	
                  580,135

                	
                  876,996

                	
                  955,897

                
	
                  2013

                	
                  1.262,660

                	
                  584,164

                	
                  883,404

                	
                  962,566

                
	
                  2014

                	
                  1,271,775

                	
                  588,218

                	
                  889,853

                	
                  969,279

                
	
                  2015

                	
                  1,280,949

                	
                  592,299

                	
                  896,346

                	
                  976,034

                
	
                  2016

                	
                  1,286,727

                	
                  594,321

                	
                  900,679

                	
                  979,493

                
	
                  2017

                	
                  1,292,531

                	
                  596,348

                	
                  905,034

                	
                  982,963

                
	
                  2018

                	
                  1,298,360

                	
                  598,381

                	
                  909,409

                	
                  986,442

                
	
                  2019

                	
                  1,304,216

                	
                  600,420

                	
                  913,806

                	
                  989,932

                
	
                  2020

                	
                  1,310,098

                	
                  602,464

                	
                  918,223

                	
                  993,432

                
	
                  2021

                	
                  1,314,213

                	
                  603,548

                	
                  921,469

                	
                  995,379

                
	
                  2022

                	
                  1,318,336

                	
                  604,628

                	
                  924,724

                	
                  997,320

                
	
                  2023

                	
                  1,322,468

                	
                  605,704

                	
                  927,988

                	
                  999,256

                
	
                  2024

                	
                  1,326,609

                	
                  606,775

                	
                  931,262

                	
                  1.001,186

                
	
                  2025

                	
                  1,330,757

                	
                  607,842

                	
                  934,546

                	
                  1,003,111

                


        



       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Exhibit
F

      


      Insurance
Requirements

      


      The
policy or policies of insurance maintained by RILG 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)           RILG
shall insure all buildings, facilities, and improvements owned by RILG 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)           RILG
shall furnish RIRRC with satisfactory evidence that RILG 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 RILG’s own expense during the entire
Term.  Notwithstanding the foregoing, the RILG shall have the right to
self-insure under this section (A).

       

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

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      Exhibit
G

      


      


      Illustration of Monthly
Reduction of Net Revenue Calculation

      


      For
purposes of illustration, the examples below use the following assumptions: (i)
a 30-day month (i.e., a 720-hour month); (ii) Net Revenues of $4,500,000 in such
month, and (iii) 30,000 megawatt-hours of electricity produced using the
Landfill Gas sold by RILG in such month.

      


      Commercial
Operation Year 1

      


      720 hrs x
12 x $4,500,000
x 100%  = $1,296,000

                                30,000

      


      Commercial
Operation Year 5

      


      720 hrs x
12 x $4,500,000
x 100%  = $1,296,000

                                30,000

      


      Commercial
Operation Year 6

      


      720 hrs x
12 x $4,500,000
x 80%  = $1,036,800

                                30,000

      


      Commercial
Operation Year 7

      


      720 hrs x
12 x $4,500,000
x 60%  = $777,600

                                30,000

      


      Commercial
Operation Year 8

      


      720 hrs x
12 x $4,500,000
x 40%  = $518,400

                                30,000

      


      Commercial
Operation Year 9

      


      720 hrs x
12 x $4,500,000  x
20%  = $259,200

                                30,000

      


      Commercial
Operation Year 10

      


      720 hrs x
12 x $4,500,000
x 0%  = $0

                                30,000

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
             

          

        

      

       

      
        Schedule
of Definitions

      

       

      Attachment

      


      Schedule of
Definitions

      


      


       

      As used in the Amended and Restated
Site Lease and Landfill Gas Delivery Agreement dated as of November 17, 2008 (as
amended, restated or modified from time to time, the “Site Lease”) between
Rhode Island LFG Genco, LLC (“RILG”) and Rhode
Island Resource Recovery Corporation (“RIRRC”), the Amended
and Restated Landfill Gas Services Agreement dated as of November 17, 2008 among
Ridgewood Gas Services LLC (“RGS”), RIRRC and,
solely as to Sections 3.2 and 3.3, RILG (as amended, restated or modified from
time to time, the “Services Agreement”)
and the Purchase and Sale Agreement dated as of November 17, 2008 between RGS
and RIRRC (as amended, restated or modified from time to time, the “Purchase and Sale
Agreement”), the following terms shall have the following meanings unless
the context clearly requires otherwise:

       

      “1987 Lease Agreement”
shall have the meaning given in the Recitals to the Site Lease.

       

      “2003 Site Lease and Landfill
Gas Delivery Agreement” shall have the meaning given in the Recitals to
the Site Lease.

       

      “Acceptable Insurance
Company” means an insurance company (a) having an insurer claims paying
ability rating no less than AA- by Standard & Poors Rating Group and Aa3 by
Moody’s Investor Service or (b) acceptable to the other Party in its sole
discretion.

       

      “Acquisition Date”
shall have the meaning given in Section 2.1 of the Purchase and Sale
Agreement.

       

      “Additional Insureds”
shall have the meaning given in Section 9.1(c) of the Site Lease.

       

      “ADR” shall have the
meaning given in Section 13.2 of the Services Agreement.

       

      “Affiliate” of a
person means an entity that directly, or indirectly through one or more
intermediate entities, has ownership of or is owned by, or controls or is
controlled by, that person or is under common control with that
person.  For purposes of the foregoing, “ownership” or “control” of a
person means that an entity possesses, directly or indirectly, the power to
direct or cause the direction of the management and policies of such person,
whether through the ownership of voting securities or by contract or
otherwise.

       

      “Applicable Bankruptcy
Law” shall have the meaning given in Section 10.1(e) of the Site
Lease.

       

      “Approval” means any
action, approval, consent, waiver, exemption, variance, franchise, order,
permit, authorization, right or license of or from a Governmental Body,
including any modification or renewal of the foregoing.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
             

          

        

         

        
          Schedule
of Definitions

           

        

      

      “Assets” shall have
the meaning given in Section 2.1 of the Purchase and Sale Agreement and are
identified on Exhibit
B to the Purchase and Sale Agreement.

       

      “Assignment” shall
have the meaning given in Section 17.1(a) of the Site Lease.

       

      “Books and Records”
shall have the meaning given in Section 2.4 of the Purchase and Sale
Agreement.

       

      “Btu” means one (1)
British thermal unit, which is the amount of heat required to raise the
temperature of one (1) pound of water from fifty-nine degrees Fahrenheit (59°F)
to sixty degrees Fahrenheit (60°F).

       

      “Business Day” means
any day except a Saturday, Sunday, or a Federal Reserve Bank
holiday.

       

      “CGLP” means Central
Gas Limited Partnership.

       

      “CGLP Services
Agreement” shall have the meaning given in the Recitals to the Services
Agreement.

       

      “Cited Party” shall
have the meaning given in Section 10.1(d) of the Site Lease.

       

      “Closing” shall have
the meaning given in Section 2.5 of the Purchase and Sale
Agreement.

       

      “Closing Documents”
shall have the meaning given in Section 2.6 of the Purchase and Sale
Agreement.

       

      “Commercial Operation
Date” means the first date on which Plant C makes commercial deliveries
of electric power.

       

      “Commercial Operation
Year” means each one-year period beginning on the Commercial Operation
Date and on each anniversary of the Commercial Operation Date.

       

      “Condemnation
Proceeds” means any compensation, award, or other payment or relief
received as a result of a condemnation proceeding.

       

      “Condensate Control,
Treatment and Disposal System” or “CCS” means the wells,
pipes, traps, valves, pump stations and other equipment dedicated to the
collection, conveyance, treatment and disposal of condensate produced by the
RILG Facilities, including but not limited to all secondary condensate produced
downstream from the Demarcation Point, but does not include any portion of the
LCS.  The Condensate Control, Treatment and Disposal System, as it
exists on the Effective Date, is identified as such on the Existing Site
Plan.

       

      “Confidential
Information” means the contents of each of the Site Lease and the
Services Agreement and all information representations, documents, drawings,
Permits, Approvals, plans, contracts, agreements and data received
thereunder.

       

      
        
          
          

        

        
          -2-

          
            

          

        

        
          
          

        

         

        
          Schedule
of Definitions

           

        

      

      “Consumer Price Index”
or “CPI” means the Consumer Price Index for all Urban Consumers (CPI-U);
selected areas, all items index, under the category “Energy” as compiled by the
U.S. Department of Labor, Bureau of Labor Statistics.  If the manner
in which the CPI is determined is substantially revised such that the CPI no
longer serves the purposes of this Agreement or the CPI becomes unavailable,
RILG and RIRRC shall agree to cooperate in good faith to determine an acceptable
substitute.

       

      “Damaged Facilities”
shall mean any assets or facilities that become subject to a
casualty.

       

      “Decommissioning”
shall include, at a minimum, opening and locking of all electrical circuit
breakers, physical disconnection from the electric grid, draining and proper
disposal of all fluids, removal and disposal of all potentially hazardous
materials and removal of all personal property and records.

       

      “Decommissioning Date”
shall mean June 1, 2010.

       

      “DEM” shall have the
meaning given in Section 10.1(d) of the Site Lease.

       

      “Defaulting Party”
means a Party that is responsible for an Event of Default.

       

      “Demarcation Point”
means the downstream flange at the intersection of (A) the proposed perimeter
header and (B) the proposed main gas feed header to be constructed by RGS as
part of the Interim Gas Management Plan for the purpose of conveying landfill
gas from the perimeter header of the Gas Collection Systems to the Pre-treatment
Site.

       

      “Effective Date” means
November 17, 2008.

       

      “Environmental
Attribute” means any attribute currently existing or hereafter created
relating to the preservation or enhancement of the environment that may be
currently claimed or is otherwise available, or may become available in the
future, to RIRRC or to RILG or to both of them or any of their Affiliates as a
result of the operation of the Landfill, the collection and destruction of
Landfill Gas collected from the Landfill by the Gas Collection Systems and/or
the RILG Facilities, the production of electricity by RILG or its Affiliates
that meets the certification requirements for power produced from renewable
resources, or otherwise as a result of the activities of the Parties relating to
the foregoing that are not currently known to one or both of the Parties under
any treaty or other intergovernmental compact, statute, decision, law, rule,
regulation, bylaw, administrative decision, interpretation, program (including
any voluntary compliance or membership program), competitive market or business
method that is adopted, administered or otherwise required by any Governmental
Body, electric power pool, independent system operator, regional transmission
organization, voluntary association or other organization having jurisdiction
over, or commercial relationships with, either of the
Parties.  Environmental Attributes shall include, without limitation,
renewable energy credit and certificates, emission credits, emission
measurements, emission allowances, emission offset rights, incentives for the
construction of environmentally favorable facilities or the abatement of
substances harmful to the environment, and all certificates, accounting records
and entries and other evidences of Environmental Attributes, however measured or
in whatever form, whether or not tradable or
assignable.  Notwithstanding the foregoing, Environmental Attributes
shall not include (A) electric energy, capacity, reserves or any other related
product produced by the RILG Facilities or (B) any of such attributes to the
extent that such attributes consist of the Tax Credits or other federal, state
or local tax credits, depreciation allowances or other incentives that may be
claimed by RILG or its Affiliates on its tax returns or grants or other direct
third-party subsidies received by either Party.

       

      
        
          
          

        

        
          -3-

          
            

          

        

        
          
             

          

        

         

        
          Schedule
of Definitions

           

        

      

      “Environmental Claim”
means causes of action, claims, fines, penalties, damages, demands,
administrative or judicial proceedings, notices of noncompliance or violation,
consent orders or consent agreements (“Claims”) arising from
activities of any of the Parties conducted on or in connection with the
Landfill, including, without limitation, the ownership and operation of the Gas
Collection Systems, the Leachate Control, Treatment and Disposal System, the
Condensate Control, Treatment and Disposal System, the Landfill, the flares
located on the Landfill, or the RILG Facilities, or the permitting,
installation, operation, maintenance, reporting or other activities with respect
to any of the foregoing or the use or occupancy thereof and arising, or alleged
to arise, out of any (A) violation of any Environmental Law, (B) action by a
Governmental Body for enforcement, clean-up, removal, response or remedial
action or damages, pursuant to any Environmental Law, or (C) compensation, or
injunctive relief resulting from injuries to persons or property due to (i) an
alleged violation of any Environmental Law or (ii) any release of Hazardous
Material.

       

      “Environmental Law”
means any and all existing and future federal, state, local and other
governmental and quasi-governmental laws (whether under common law, statute,
rule, regulation or otherwise), requirements under Approvals issued with respect
thereto, and other requirements of governmental and quasi-governmental
authorities relating to human health, human safety or the environment or to any
Hazardous Material including, without limitation, the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as heretofore or
hereafter amended from time to time, the Federal Clean Air Act, 42 U.S.C. §7411
et seq., as heretofore
or hereafter amended from time to time, the Solid Waste Disposal Act, as amended
by the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq., as heretofore or
hereafter amended from time to time, the Federal Clean Water Act, 33 U.S.C. §
1251 et seq., as
heretofore or hereafter amended from time to time, and the State Air Pollution
Control Act, RIGL §23-23 et seq., as heretofore or hereafter amended from time
to time.

       

      “EPA” shall have the
meaning given in Section 10.1(d) of the Site Lease.

       

      “Event of Default,” as
to the Site Lease shall have the meaning given in Section 10.1 thereof, and as
to the Services Agreement, shall have the meaning given in Section 9.1
thereof.

       

      “Event of Force
Majeure” means an act of God, strike, lockout or industrial dispute or
disturbance, civil disturbance, an act of the public enemy, war (whether or not
declared), a riot, blockage, insurrection, an epidemic, winds, hurricane,
tornado, landslide, lightning, windstorm, earthquake, fire, explosion, storm,
flood, breakage or accident to machinery, inability to obtain or a delay in
obtaining easements, rights-of-way or Approvals (provided such delay or
inability was not caused by the Party claiming Force Majeure), acts, failures to
act or orders of any kind of any Governmental Body acting in its regulatory or
judicial capacity (provided that the party
claiming Force Majeure did not create or contribute to such act, failure to act
or order) or any other cause, whether enumerated herein or otherwise, not
reasonably within the control of the Party claiming Force Majeure (other than
the financial inability of such Party), which precludes that Party from carrying
out, in whole or in part, its obligations under this Agreement so long as the
Party claiming such Force Majeure has used reasonable efforts to prevent,
correct, anticipate, or guard against such act or failure to act and thereafter
is using reasonable efforts to remedy such Force Majeure.

       

      
        
          
          

        

        
          -4-

          
            

          

        

        
          
             

          

        

         

        
          Schedule
of Definitions

           

        

      

      “Excluded Assets”
shall have the meaning given in Section 2.2 of the Purchase and Sale
Agreement.

       

      “Existing Environmental
Attribute Agreements” means, collectively, the RPPP Environmental
Attribute Agreement and the RRIG Environmental Attribute
Agreement.  It is presently contemplated by the Parties that the
Existing Environmental Attribute Agreements will be terminated as of the
Commercial Operation Date.

       

      “Existing Gas Services
Agreement” shall have the meaning given in the Recitals to the Services
Agreement.

       

      “Existing Plant A”
means the nine reciprocating engine/generator sets having a combined net
generating capacity of approximately 16 MW together with the associated landfill
gas and electric interconnections, gas treatment facilities and other related
equipment currently located at the Landfill.

       

      “Existing Plant A
Assets” shall have the meaning given in Section 5.6 of the Site
Lease.

       

      “Existing Site Plan”
means the Site Plan and existing and future conditions attached as Exhibit
A to each of the Site Lease, the Services Agreement and the Purchase and
Sale Agreement.

       

      “Financing Assignment”
shall have the meaning given in Section 17.1 of the Site Lease.

       

      “Gas Collection
Systems” means, collectively, the RIRRC Gas Collection System and the LKD
Gas Collection System and any future improvements, replacements, relocations or
expansions thereof and thereto including, without limitation, those perimeter
headers and other improvements to be constructed by RGS, at RGS’s cost, as part
of the Interim Gas Management Plan that are upstream of the Demarcation
Point.  The definition of the Gas Collection Systems herein may differ
from the definition of “landfill gas facility” in the Internal Revenue Code of
1986, as amended.

       

      “Good Engineering
Practice” means those practices, methods, acts and standards for safety
and performance, as the same may evolve, that in the exercise of reasonable
judgment in light of the facts known, or that in the exercise of due diligence,
should have been known, at the time a decision was made, would have been
expected to accomplish the desired result in a manner consistent with
reliability, safety, environmental protection, project economics and applicable
laws, ordinances, rules and regulations and that are generally accepted and
prudent and in general use by owners or operators of similar gas collection
systems in the same geographic area of the Landfill.  Good Engineering
Practice is not intended to be limited to consideration of any one practice,
method or act, to the exclusion of all others, but rather, is intended to
require the consideration of a spectrum of possible practices, methods or
acts.  By way of illustration, Good Engineering Practice incorporates,
among other things, the requirements, procedures and standards set forth in the
documents, rules, regulations and laws set forth in Exhibit
D, as they may change, from time to time.

       

      
        
          
          

        

        
          -5-

          
            

          

        

        
          
             

          

        

         

        
          Schedule
of Definitions

           

        

      

      “Governmental Body” or
“Governmental
Bodies” means any federal, state, local, municipal, or other governmental
authority of any nature, including any governmental agency, branch, department,
official or entity and any court or other tribunal having jurisdiction over the
Parties, this Agreement or the operation or ownership of the Landfill, the Gas
Collection Systems, the Leachate Control, Treatment and Disposal System, the
Condensate Control, Treatment and Disposal System, or any of the RILG
Facilities.

       

      “Hazardous Materials”
means (a) any “hazardous waste” as defined by the Resource Conservation and
Recovery Act of 1976, 42 U.S.C. 9601 et. seq., as heretofore or
hereafter amended from time to time, and regulations promulgated thereunder; (b)
any “hazardous substance” as defined by the Comprehensive Environmental
Response, Compensation and Liability Act of 1980, 42 U.S.C. 9601 et. seq., as heretofore or
hereafter amended from time to time, and regulations promulgated thereunder; (c)
any “hazardous material” or “hazardous substance” as defined in the State Air
Pollution Control Act, RIGL § 23-23 et. seq., as heretofore or
hereafter amended from time to time, and regulations promulgated thereunder; and
(d) any other material or substance that is or becomes regulated under any
Environmental Law.

       

      “Impairment” shall
have the meaning given in Section 17.7(a) of the Site Lease.

       

      “Indemnified Party”
means a Party seeking to be indemnified under the Site Lease, the Services
Agreement or the Purchase and Sale Agreement.

       

      “Indemnifying Party”
means a Party providing indemnification under the Site Lease, the Services
Agreement or the Purchase and Sale Agreement.

       

      “Industrial Park”
means the industrial park that is located adjacent to the Landfill and is owned
and/or operated by RIRRC.

       

      “Interest Rate” means
a fixed rate per annum equal to the prime lending rate as may from time to time
be published in The Wall
Street Journal under “Money Rates” on the day such rate is established
(or if not published on such day on the most recent preceding day on which
published), adjusted annually to reflect such published rate on the first day of
each successive calendar year.

       

      “Interim Gas Management
Plan” means the plan prepared by Stantec and attached as Exhibit
C-2.

       

      “kWh” means
kilowatt-hour.

       

      “Landfill” shall have
the meaning given in the Recitals to the Site Lease.

      
         

        
          
            
            

          

          
            -6-

            
              

            

          

          
            
               

            

          

        

      

       

      
        Schedule
of Definitions

      

       

      “Landfill Gas” means
gas, composed of methane and other gaseous substances, generated from refuse and
other solid wastes generated by the Landfill.

       

      “Landfill Gas
Products” means any and all components or products recovered in
association with Landfill Gas including, but not limited to, electricity and
Environmental Attributes generated through use of such Landfill Gas and
associated electrical capacity.

       

      “Leachate Control, Treatment
and Disposal System” or “LCS” means the pipes,
wells, traps, valves, pump stations and other equipment dedicated to the
collection, conveyance, treatment and disposal of leachate produced at the
Landfill as shown on the attached Exhibit
A, as it may be modified or improved.

       

      “Leased Premises”
means the Sites and other premises to which RILG is granted rights pursuant to
Section 2.1(a) of the Site Lease.  In the event that the Parties agree
on additional or alternative sites for the development of electric generation
facilities, the Parties shall enter into an amendment to this Agreement that
redefines the Leased Premises to include such additional or alternative
sites.

       

      “Legal Requirement”
means any administrative order, constitution, law, ordinance, principle of
common law, regulation, statute or treaty of any Governmental Body, including
without limitation, Environmental Law and the RIRRC Consent Decree, as
hereinafter defined.

       

      “Lender” means a bank,
financial institution, insurance company, capital partner or other Person
providing capital to either Party, or a trustee or collateral agent for any such
entity.

       

      “Lien” means all
burdens, encumbrances and defects affecting the ownership of an asset, including
(a) liens, security interests, mortgages, deeds of trust, pledges, conditional
sale or trust receipt arrangements, consignments or bailments for security
purposes, finance leases, or other encumbrances of any nature whatsoever
securing any obligation, whether such interest is based on common law, statute
or contract; (b) any rights of first refusal or any restriction on use, voting,
transfer, receipt of income or exercise of any other attribute of ownership; and
(c) any other reservations, exceptions, covenants, conditions, restrictions,
leases, subleases, licenses, easements, servitudes, occupancy agreements,
equities, charges, assessments, defects in title, liabilities, claims,
agreements, obligations, encroachments and other burdens, and other title
exceptions and encumbrances affecting property of any nature, whether accrued or
unaccrued, absolute or contingent, legal or equitable, real or personal, or
otherwise.

       

      “LKD” means LKD
Central L.P., a Delaware limited partnership.

       

      “LKD Gas Collection
Systems” means the network of underground gas collection wells,
interconnecting pipes, valves, monitoring and measuring equipment, any necessary
vacuum pumps and blowers, any primary condensate management equipment, the Phase
I Sales Meter, the Phase II Sales Meter, and any and all additional equipment,
machinery and fixtures acquired by RGS pursuant to the Termination and
Assignment Agreement dated December 20, 2007 among Ridgewood Providence Power,
RGS, Rhode Island Gas Management LLC, LKD and CGLP, including without
limitation, any repairs, replacements, or improvements thereto, and used for or
in connection with the mining, extraction, collection and transportation of
Landfill Gas at the Landfill.  The LKD Gas Collection Systems, and
their general location, are identified as “LKD Central Owned Gas Collection
System” on the Existing Site Plan.

       

      
        
          
          

        

        
          -7-

          
            

          

        

        
          
             

          

        

         

        
          Schedule
of Definitions

           

        

      

      “Loss” shall have the
meaning given in Section 16.1 of the Site Lease.

       

      “MMBtu” means one
million (1,000,000) Btus.

       

      “Material Adverse
Effect” means any change or changes in, or effect on, a Party or the
operation, maintenance or condition (financial or otherwise) thereof, that is
individually, or in the aggregate, materially adverse to the business or
financial condition of such Party, or such Party’s ability to perform its
obligations under the Site Lease or the Services Agreement, but shall not
include any change or effect resulting from changes in the international,
national, U.S., regional or local wholesale or retail markets for energy of any
type.  Material Adverse Effect shall not include or be deemed to
include loss of expected profits.

       

      “MW” means
megawatts.

       

      “Net Revenues” means
total revenues earned by RILG and its Affiliates from the sale of all Landfill
Gas Products on or after the Commercial Operation Date, except Tax Credits, as
determined pursuant to Section 3.1(b) of the Site Lease.

       

      “Netted Amount” shall
have the meaning given in Section 3.3 of the Services Agreement.

       

      “Non-Defaulting Party”
means the Party that is not responsible for an Event of Default.

       

      “Organizational
Documents” means (a) the articles or certificate of incorporation and the
bylaws of a corporation; (b) the limited liability company or operating
agreement and certificate of formation of a limited liability company; (c) the
limited partnership agreement of a limited partnership; (d) any charter or
similar document adopted or filed in connection with the creation, formation, or
organization of a Person; and (e) any amendment to any of the
foregoing.

       

      “Operating Plan and
Budget” means the operating and budgetary plan agreed upon by RGS and
RIRRC for the Gas Collection Systems and the CCS, incorporating the Existing
Site Plan and such other plans for expansion of the Gas Collection Systems as
RIRRC has filed with the DEM.  RGS and RIRRC shall prepare an
Operating Plan and Budget in each year prior to the earlier of (i) the
Commercial Operation Date or (ii) the third anniversary of the Decommissioning
Date.

       

      “Permits” means all
authorizations from, permits and licenses issued by, consents and approvals of,
filings with, notices from and registrations with, a Governmental Body which are
required or necessary for (i) the extraction, collection, transportation,
production or sale of Landfill Gas, (ii) the operation, maintenance, possession,
disposal, or ownership of the Gas Collection Systems or the CCS, (iii) the
performance by RGS of any of its obligations under this Agreement, or (iv)
requirements for the beneficial reuse, distribution or destruction of Landfill
Gas or its constituent parts.

       

      
        
          
          

        

        
          -8-

          
            

          

        

        
          
             

          

        

         

        
          Schedule
of Definitions

           

        

      

      “Permitted Liens”
means the Liens described on Exhibit
B to the Site Lease and such other Liens as are specifically permitted
pursuant to Section 6.5 or Section 6.6 of the Site Lease.

       

      “Person” means any
individual, trustee, firm, corporation, company, limited liability company,
limited partnership, Governmental Body or other entity, whether acting in an
individual, fiduciary or any other capacity.

       

      “Plant” means any of
Existing Plant A, Plant B, or Plant C.

       

      “Plant B” means the
two engine/generator sets having a combined net generating capacity of 2.5 MW
housed in containers alongside Existing Plant A and the four additional
engine/generator sets having a combined net generating capacity of 6 MW housed
in a separate location together with the associated landfill gas and electric
interconnections, gas treatment facilities and other related equipment currently
located at the Landfill.

       

      “Plant C” means the
new electric generating capacity together with the associated landfill gas and
electric interconnections, gas treatment facilities and other related equipment
to be constructed and which is described further in the attached Exhibit
B.

       

      “Post-Commercial Operation
Date Royalty Payment” shall have the meaning given in Section 3.1(b) of
the Site Lease.

       

      “Pre-Treatment Site”
shall mean the 3.4 acre Site that may be used by RILG for gas pre-treatment,
compression and additional flaring, as shown on the attached 

      Exhibit
C.

       

      “Pre-Commercial Operation
Date Royalty Payment” shall have the meaning given in Section 3.1(a) of
the Site Lease.

       

      “Purchase” shall have
the meaning given in Section 2.1 of the Purchase and Sale
Agreement.

       

      “Purchase Price” shall
have the meaning given in Section 2.3 of the Purchase and Sale
Agreement.

       

      “Related Agreements”
means for the Site Lease, the Services Agreement, the Purchase and Sale
Agreement, the RILG Landfill Gas Services Agreement and the RIRRC Consent
Decree.

       

      “Replacement
Facilities” means facilities or assets that replace and serve the same
functions as Damaged Facilities.

       

      “RGS” shall have the
meaning given in the Recitals to the Site Lease.

       

      “Rhode Island Landfill Gas
Contract and Sublease” means the Rhode Island Landfill Gas Contract and
Sublease dated March 31, 1989 between Ridgewood Providence Power and CGLP, as
amended.

       

      
        
          
          

        

        
          -9-

          
            

          

        

        
          
             

          

        

         

        
          Schedule
of Definitions

           

        

      

      “Ridgewood Generation”
shall have the meaning given in the Recitals to the Site Lease.

       

      “Ridgewood Lease
Agreement” means the Site Lease and Landfill Gas Delivery Agreement
between Ridgewood Rhode Island Generation, LLC and RIRRC, dated August 1,
2003.

       

      “Ridgewood Providence
Power” shall have the meaning given in the Recitals to the Site
Lease.

       

      “RILG Facilities”
means, collectively, Existing Plant A, Plant B and Plant C and the portions of
the Landfill Gas collection, treatment and flaring system owned by RILG and
located downstream of the Demarcation Point.

       

      “RILG Landfill Gas Services
Agreement” means the Landfill Services Agreement dated as of the date
hereof between RGS and RILG.

       

      “RILG Payment” shall
have the meaning given in Section 3.2 of the Landfill Gas Services
Agreement.

       

      “RIRRC Consent Decree”
means the consent decree and order by and among the EPA, the United States
Department of Justice, and RIRRC (and to which CGLP and LKD are parties solely
for the purpose of assuring access to the LKD Gas Collection Systems) settling
alleged violations of certain Environmental Laws as detailed in EPA
Administrative Orders dated January 21, 2000 and August 18, 2000.

       

      “RIRRC Gas Collection
System” means the network of underground gas collection wells,
interconnecting pipes, valves, monitoring and measuring equipment, any necessary
vacuum pumps and blowers, any primary condensate management equipment, any
booster blowers, and any and all additional equipment, machinery and fixtures at
the Landfill presently owned by RIRRC, and any additional gas extraction
equipment presently owned by RIRRC and used to collect and control the Landfill
Gas from the Landfill, and including any improvements and additions thereto and
expansions thereof.  The RIRRC Gas Collection System, as it exists on
the Effective Date, is identified as the “RIRRC Owned Gas Collection System” on
the Existing Site Plan.

       

      “RIRRC Payment” shall
have the meaning given in Section 3.2 of the Services Agreement.

       

      “RPPP Environmental
Attributes Agreement” shall have the meaning given in Section 7.3(a) of
the Site Lease.

       

      “Royalty Payment”
means, as the case may be, either (a) the Pre-Commercial Operation Date Royalty
Payment or (b) the Post-Commercial Operation Date Royalty Payment.

       

      “RRIG Environmental
Attributes Agreement” shall have the meaning given in Section 7.3(a) of
the Site Lease.

       

      
        
        

        
          -10-

          
            

          

        

        
          
             

          

        

        
           

          Schedule
of Definitions

           

        

      

      “Services” shall have
the meaning given in Section 2.2 of the Services Agreement.

       

      “Sites” means the real
estate on which Existing Plant A, Plant B and Plant C are situated, together
with sufficient real estate to include parking, equipment access and storage,
and any additional real estate utilized for gas pre-treatment, compression or
additional flaring as contemplated by this Agreement, all as shown or described
in detail on the Existing Site Plan and in Exhibit
A-1 to the Site Lease.

       

      “Sublease Agreement”
means the Rhode Island Landfill Gas Contract and Sublease Agreement dated March
31, 1989 by and between Northeast Landfill Power Joint Venture,
predecessor-in-interest to Ridgewood Providence Power, and Northeast Landfill
Gas Limited Partnership, predecessor-in-interest to CGLP, as
amended.

       

      “Sub-sublease
Agreement” means the Landfill Gas Sub-sublease dated April 19, 1996
between CGLP and LKD.

       

      “Tax Credits” mean the
credit allowed by Section 29 and the credit allowed by Section 45 of the
Internal Revenue Code of 1986, as amended, together with any other federal,
state or local tax credit, depreciation allowance or other tax benefit arising
or which may arise in the future as a result of the operation of the RILG
Facilities, the collection and destruction of Landfill Gas, the production of
electricity using the Landfill Gas, or otherwise arising from the activities of
RILG and its Affiliates.

       

      “Taxes” shall have the
meaning given in Section 12.1(a) of the Site Lease.

       

      “Taxes on Realty”
shall have the meaning given in Section 12.1(a) of the Site Lease.

       

      
        
          
          

        

        
          -11-

          
            

          

        

        
          
          

        

      

       

      Schedule of
Definitions

       

      EXHIBIT
A

      


      SITE
PLAN

      


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

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      Schedule of
Definitions

       

      EXHIBIT
B

      


      DESCRIPTION
OF PLANT C

      


      


      The
following is a general description of the current anticipated Plant
C.

      


      Plant
Location: The plant is to be located in Johnston, Providence County, Rhode
Island on previously developed property located fully within the identified two
sites as illustrated on the attached plot maps and described in Exhibit B-1
attached hereto.

      


      Plant
Operation: The plant will be designed to match the landfill site gas production
availability expected at the plant’s date of commercial operation.

      


      Plant
Configuration: The plant will be based on the use of 6 (5 current and 1 future),
Solar Turbines, Taurus 60 combustion turbine generators each coupled with a
single pressure, horizontal, natural circulation heat recovery steam
generator.  A single condensing steam turbine generator will utilize
the steam produced by the combustion turbine generator’s waste heat to generate
additional electrical power.  The steam turbine generator and the
balance of plant will be sized for a future expansion which will include 1
Taurus 60, combustion turbine generator/heat recovery steam generator
train.

      


      Plant
Layout: One site will house the landfill gas cleaning and compression equipment
and the second site will accommodate the combustion turbine generators, the
steam turbine generator and the balance of the plant equipment.  The
landfill gas cleaning equipment will include sulfur removal and siloxane
removal.  The landfill gas cleaning and compression equipment will be
installed outdoor in containers or will be installed in the pre-engineered
building.  The plant power generation and auxiliary systems and
equipment will be in an indoor/outdoor facility where the CTG/HRSG trains will
be located outdoors and the BOP will be enclosed in the pre-engineered
building.

      


      
        
          
          

        

        
          -13-

          
            

          

        

        
          
          

        

         

        Schedule of
Definitions

      

       

      EXHIBIT
B-1

      DESCRIPTION
OF PLANT C SITE

      


      A.P. 31,
Lots 45, 46, 49, 55, and 58

      


      
        Plat 31;
Lots 45 & 46:

        


        Those
certain tracts or parcels of land with all the buildings and improvements
thereon situated on Shun Pike in the Town of Johnston,
County of Providence, State of Rhode Island, laid out and designated as 35,457
sq. ft + /-, AP 31 Lot 46 n/f Coastal Atlantic,
LLC, (DB 976 PG 181) 67,524 sq. ft. + /-, on that plat entitled "SURVEY OF LAND
& ROW ASSESSOR'S PLAT 31 LOTS 6,
45,46, 47, 49, 55 & 58 SHUN PIKE JOHNSTON, RHODE ISLAND PREP FOR: COASTAL
KJB BUILDERS, INC., COASTAL
ATLANTIC, LLC & SILVESTRI LEASING COMPANY" which said plat is recorded in
the office of the Town of Johnston
Town Clerks office on December 17, 2003 in Book 3 page 164, Slide
378.

         

        Together
with all the Grantor's right, title and interest to any rights of way, drift
ways and/or streets abutting said property.

         

        Plat 31;
Lots 49, 55 & 58:

         

        Those
certain tracts or parcels of land with all the buildings and improvements
thereon situated on Shun Pike in the Town of Johnston,
County of Providence, State of Rhode Island, laid out and designated as 24,742
sq. ft + /-, AP 31 Lot 55 n/f Coastal KJB
Builders, Inc., (DB 30,000 sq. ft. + /-, AP 31 Lot 58 n/f Coastal KJB 30,902 sq.
ft. + /- on that plat entitled "SURVEY OF LAND
& ROW ASSESSOR'S PLAT 31 LOTS 6, 45,46, 47, 49, 55 & 58 SHUN PIKE
JOHNSTON, RHODE ISLAND PREP FOR:
COASTAL KJB BUILDERS, INC., COASTAL ATLANTIC, LLC & SILVESTRI LEASING
COMPANY" which said plat is
recorded in the office of the Town of Johnston Town Clerks office on December
17, 2003 in Book 3 page 164, Slide 378.

         

        Together
with all the Grantor's right, title and interest to any rights of way, drift
ways and/or streets abutting said property.

         

        Excluding
from above parcels all portions of Shun Pike, a public right of way, as shown in
Plat Book 3 page 164, Slide 378.

         

        NOTE: The
address of the land referred to herein is not insured by this policy, it is
included only for the benefit of the Company for
indexing purposes. Title exceptions, acreage and/or square feet which maybe
referenced herein are not insured by this policy.

         

      

      
        
          
          

        

        
          -14-

          
            

          

        

        
          
          

        

         

        Schedule of
Definitions

         

      

      EXHIBIT
C

      DESCRIPTION
OF PRE-TREATMENT SITE

      


      That
certain tract of land, together with all buildings and improvements thereon,
situated in the Town of Johnston, Providence County and bounded as
follows;

      


      Beginning
at a point located on the northerly line of Shun Pike, said point being located
at RI State Plane Coordinates N 262126.79, E 319826.47 (NAD83), and said point
being approximately one hundred fifteen feet from the intersection of Green Hill
Road, said point further being the southeasterly corner of the herein described
parcel;

      


      Thence
proceeding in a general northerly direction, along the bearing N 42o 09’ 45” W,
a distance of one hundred sixty five and 76/100 feet (165.76’), to a
point;

      


      Thence
turning and proceeding in a general westerly direction, along the bearing S 47o
50’ 18” W, a distance of three hundred forty-one and 60/100 feet (341.60’), to a
point;

      


      Thence
turning and proceeding in a general westerly direction, along the bearing S 76o
56’ 46” W, a distance of five hundred fifteen and 20/100 feet (515.20’), to a
point;

      


      Thence
turning and proceeding in a general southerly direction, along the bearing S 12o
22’ 16” E, a distance of one hundred sixty-seven and 70/100 feet (167.70’), to a
point, said point being located on the northerly line of Shun Pike;

      


      Thence
turning and proceeding in a general easterly direction, along the bearing N 78o
49’ 22” E, a distance of four hundred thirty-one and 68/100 feet (431.68’), to a
point, said point being located on the northerly line of Shun Pike;

      


      Thence
continuing in a general easterly direction, along the bearing N 71o 11’ 31” E, a
distance of one hundred three and 81/100 feet (103.81’), to a point, said point
being located on the northerly line of Shun Pike;

      


      Thence
turning and proceeding in general northeasterly direction, along the bearing N
49o 21’ 39” E, a distance of four hundred seven and 32/100 feet (407.32’), to a
point, said point being the point and place of beginning.  The above
described parcel contains three  and 4/10 (3.4) acres of land, more or
less, or however otherwise bounded and described.  The parcel is
further identified as portions of A.P. 43,
Lots 588, 36 and 567.

      


      
        
          
          

        

        
          -15-

          
            

          

        

        
          
          

        

        
           

          Schedule of
Definitions

           

        

        
          EXHIBIT
C-2

          


          


          INTERIM
GAS MANAGEMENT PLAN

          


          


          Maps Not
Attached

        

         

         

         

         

        
          
            
            

          

          
            -16-

            
              

            

          

          
            
            

          

        

         

        Schedule of
Definitions

         

      

      EXHIBIT
D

      SUMMARY
OF LANDFILL GAS SYSTEM COMPLIANCE AND

      OPERATING
REQUIREMENTS

      


      


      
        	
                1.

              	
                Clean
      Air Act Consent Decree (CD) [July 25, 2003]. Governs operation of
      Phases II, III, and IV and the ULE Flare until permits are
      issued.  Includes permit application, monitoring, reporting,
      recordkeeping requirements and design
standards.

              


      

       

      To
maintain compliance with the CD, two standard operating procedures (SOP) were
produced and subsequently revised by GZA to standardize both landfill gas flow
monitoring and quality monitoring procedures.

       

      2.           SOP No. 001 – Landfill Gas Quality
Measurements [rev2: 1/31/2006] -

       

      
        	
                 
      

              	
                ○

              	
                Sup 1.00 – Alternative
      Monitoring Equipment: SEM 500 Surface Emission Monitor [Jan.
      2006]

              


      

       

      
        	
                 
      

              	
                ○

              	
                Sup 2.00 – Alternative
      Monitoring Equipment: Jerome 631-x Hydrogen Sulfide Analyzer [Jan.
      2006]

              


      

       

      This
standard operating procedure discusses the various instruments, locations, time
requirements and reporting criteria for the measurement of landfill gas quality
for use at the Site.

       

      
        	
                3.

              	
                SOP No. 002 – Landfill Gas Flow
      and Pressure Measurements [rev1: 1/31/2006] - This standard
      operating procedure discusses the various instruments, locations, time
      requirements and reporting criteria for the measurement of landfill gas
      flow and pressure for use at the
Site.

              


      

       

      
        	
                4.

              	
                December 1999 Gas System
      Operations and Maintenance Overview – Prepared by GZA in response
      to RIDEM request.  Contains language on 120% redundant capacity
      for gas destruction.

              


      

       

      
        	
                5.

              	
                March 2000 Sitewide Landfill
      Gas Management Plan – Prepared by Dufresnee-Henry in response to
      EPA request.

              


      

       

      
        	
                6.

              	
                Title V Air Permit - Not
      yet issued. Original application submitted June 2000. Revised November
      2000.  Supplemental materials submitted June
    2005.

              


      

       

      
        	
                7.

              	
                Air Toxics Operating
      Permit - Application submitted July 2007, permit not yet
      issued.

              


      

       

      
        	
                8.

              	
                RIDEM - Air Pollution Control
      Regulation No. 9 Permit for the Phase II\III and IV Landfills - Not
      yet issued.  Application for Phases II, III and IV submitted
      September 2000.  Amended application submitted in September 2003
      and revised amended application submitted in January 2004. Phases II, III,
      and IV operate under the July 25 Consent Decree until the permit is
      issued.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

        Schedule of
Definitions

         

      

      
        	
                9.

              	
                RIDEM - Air Pollution Control
      Regulation No. 9 Permit for the Phase V Landfill - Approval #1810,
      September 16, 2004.  Contains emission limits, design standards,
      operating requirements and monitoring, recordkeeping and reporting
      requirements for Phase V.

              


      

       

      
        	
                10.

              	
                RIDEM - Air Pollution Control
      Regulation No. 9 Permit Application for the Phase VI Landfill - Not
      yet issued.  Application submitted July
  2007.

              


      

       

      
        	
                11.

              	
                RIDEM - Air Pollution Control
      Regulation No. 9 Permit for Destruction devices: RF-1, RF-2, RF-3 -
      RF-1 is approval #1035, April 18, 1990.  Contains operating,
      monitoring and reporting requirements.  Permits have not been
      issued for RF-2 and RF-3.  Both applications were submitted in
      March 2000.

              


      

       

      
        	
                12.

              	
                RIDEM - Air Pollution Control
      Regulation No. 9 Permit for Destruction device: Ultra Low Emission 6,000
      SCFM ground flare (ULE) - Not yet issued.  Application
      submitted September 2003.  Operates under July 25 Consent Decree
      until permit is issued.

              


      

       

      
        	
                13.

              	
                RIDEM - Air Pollution Control
      Regulation No. 9 Permit for the Main Flares located at the Ridgewood Power
      Plant - Approval #s 1037 and 1038, April 18,
      1990.  Contains operating, monitoring and reporting
      requirements.

              


      

       

      
        	
                14.

              	
                Revised Surface Emission
      Monitoring Plan for Phases I, II and III [Dec 13, 2001] -This
      document discusses the procedures. equipment and reporting criteria for
      the monitoring of surface emissions for the Phase I, Phase II and Phase
      III Landfills.

              


      

       

      
        	
                15.

              	
                40 CFR 60 Subpart WWW Landfill
      Gas Collection and Control System Design Plan - [Dec 22, 1999 and
      Amended March 9, 2000] - This document describes how the facility meets
      the collection and control system requirements of 40 CFR 60 Subpart
      WWW.  The plan has been submitted to the EPA and no approval has
      been received to date.

              


      

       

      
        	
                16.

              	
                VOC RACT Compliance Plan
      [Mar 5, 2003] - This document provides a summary of the applicable
      requirements under Rhode Island Air Pollution Control Regulation Number
      15.  This plan specifies VOC capture and control requirements
      for Phase I of the landfill.  The plan requirements are
      generally consistent with the landfill gas capture and control
      requirements of 40 CFR 60 Subpart
WWW.

              


      

       

      
        	
                17.

              	
                NOX RACT Compliance Plan
      [Dec 19, 2000] – This document provides a summary of the applicable
      requirements under Rhode Island Air Pollution Control Regulation Number
      27.  Plan specifies boiler maintenance and recordkeeping
      requirements, recordkeeping requirements for Flares RF-1, RF-2, and RF-3,
      and recordkeeping and engine timing adjustment requirements for emergency
      generators.

              


      

       

      
        	
                18.

              	
                Phase IV Surface Emission
      Monitoring Plan [Sep 17, 2003] - This document discusses the
      procedures, equipment and reporting criteria for the monitoring of surface
      emissions from the Phase IV
Landfill.

              


      

       

      
        
          
          

        

        
          -2-

          
            

          

        

        
          
          

        

         

        Schedule of
Definitions

         

      

      
        	
                19.

              	
                Phase V Surface Emission
      Monitoring Plan [October 2003] - This document discusses the
      procedures, equipment and reporting criteria for the monitoring of surface
      emissions from the Phase V
Landfill.

              


      

       

      
        	
                20.

              	
                Phase IV Licensing Permit
      Application - This document contains the Closure Gas System Design
      plan for the Phase IV Landfill.

              


      

       

      
        	
                21.

              	
                Supplemental Phase IV Interim
      Gas Collection System Design

              


      

       

      
        	
                22.

              	
                Phase V Licensing Permit
      Application - This document contains the Landfill Gas System
      operating plan, Operational Gas Collection System Design and Closure and
      Gas System design plan for the Phase V
Landfill.

              


      

       

      
        	
                23.

              	
                Phase VI Licensing Permit
      Application - This document contains the Landfill Gas System
      operating plan, Closure Gas System design plan, and the Surface Emission
      monitoring plan for the Phase VI
Landfill.

              


      

       

      


       

      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.

      


      
        
          
          

        

        
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        Schedule of
Definitions

         

        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.

              


      

       

       

       

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