MP Administration Agreement


    Exhibit
      10.4

     

    EXECUTION
      COPY

     

     

    ADMINISTRATION
      AGREEMENT

     

    BETWEEN

     

    MP
      ENVIRONMENTAL FUNDING LLC

     

    AND

     

    ALLEGHENY
      ENERGY SERVICE CORPORATION

     

    THIS
      ADMINISTRATION AGREEMENT dated as of April 11, 2007 (as amended, restated,
      supplemented or otherwise modified from time to time, this “Administration
      Agreement”),
      between MP Environmental Funding LLC, a limited liability company formed
      under the laws of the State of Delaware (the “Company”),
      and
      Allegheny Energy Service Corporation, a corporation formed under the laws of
      the
      State of West Virginia (the “Administrator”).
      Capitalized terms used but not otherwise defined herein have the meanings
      assigned to such terms in Appendix A to this Administration
      Agreement.

     

    WITNESSETH:

     

      WHEREAS,
      the Administrator was created to perform certain management duties on behalf
      of
      Allegheny Energy, Inc. (the “System”),
      its
      utility subsidiary companies and its non-utility subsidiary companies (the
      “Subsidiaries”);
      and

     

      WHEREAS,
      the Administrator offers to provide a central organization to furnish to the
      System, the Subsidiaries and the Company certain advisory, supervisory and
      other
      services in accordance with current practices and procedures; and

     

      WHEREAS,
      the Company wishes to accept the offer proposed by the
      Administrator;

     

      NOW,
      THEREFORE, in consideration of the mutual covenants and agreements herein
      contained, and for other good and valuable consideration, the receipt of which
      is hereby acknowledged, the parties hereto, intending to be reasonably bound,
      hereby agree as follows:

     

    Section
      1.  Duties
      of Administrator; Management Services.
      The
      Administrator hereby offers to furnish to the Company the services detailed
      on
      Exhibit I attached hereto and made a part hereof.

     

    Section
      2.  Compensation.
      (a) For
      all services rendered for the Company by the Administrator pursuant to this
      Administration Agreement, as compensation for the performance of the
      Administrator’s obligations under this Administration Agreement (including the
      compensation of Persons serving as Managers), the Administrator shall be
      entitled to an annual fee (the “Administration
      Fee”),
      payable by the Company in arrears proportionately on each Payment Date. The
      Administration Fee shall not exceed $50,000 in the aggregate annually. The
      Administrator’s compensation and other expenses, including any indemnities,
      payable hereunder shall be paid from the Collection Account pursuant to
      Section 8.02(e) of the Indenture, and the 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Administrator
      shall have no recourse against the
      Company for payment of such amounts other than in accordance with
      Section 8.02 of the Indenture. For services rendered to one or more of the
      companies in the System, the applicable approved allocation factor will be
      used.

     

    (b)  The
      payment for services rendered by the Administrator to the System, the
      Subsidiaries and the Company shall cover all the costs and expenses of the
      Administrator doing business, excluding only a return for the use of equity
      capital, and each Subsidiary, the System and the Company shall pay its direct
      or
      fair proportionate share for such services.

     

    (c)  Payment
      shall be made by the Indenture Trustee, on behalf of the Company, to the
      Administrator on each Payment Date. 

     

    (d)  Nothing
      herein shall be construed to release the officers and directors of the Company
      from the performance of their respective duties or limit the exercise of their
      powers as prescribed by applicable Requirements of Law or
      otherwise.

     

    Section
      3.  Terms
      of the Agreement; Resignation and Removal of Administrator. 
      (a) This
      Administration Agreement shall continue in full force and effect until the
      payment in full of the Environmental Control Bonds and any Additional
      Securities, although the Company may terminate this Administration Agreement
      at
      any time with or without notice for any cause deemed by it to be sufficient,
      provided, however, that removal of the Administrator pursuant to this
Section 3
      shall be
      effective until (i) a Successor Administrator shall have been appointed by
      the
      Company and (ii) such Successor Administrator has agreed in writing to be bound
      by the terms of this Administration Agreement in the same manner as the
      Administrator is bound hereunder, and the PSCWV Condition set forth in Section
      7(b) of this Administration Agreement has been satisfied.

     

    (b)  The
      Administrator shall not resign from the obligations and duties imposed on it
      as
      Administrator under this Administration Agreement except upon a determination
      that the performance of its duties under this Administration Agreement shall
      no
      longer be permissible under applicable Requirements of Law. Notice of any such
      determination permitting the resignation of the Administrator shall be
      communicated to the Company, the PSCWV, the Indenture Trustee and each Rating
      Agency at the earliest practicable time (and, if such communication is not
      in
      writing, shall be confirmed in writing at the earliest practicable time), and
      any such determination shall be evidenced by an Opinion of Counsel to such
      effect delivered to the Company, the PSCWV and the Indenture Trustee
      concurrently with or promptly after such notice.

     

    (c)  Subject
      to satisfaction of the PSCWV Condition set forth in Section 7(b)
      of this
      Administration Agreement, the Administrator may be removed by the Indenture
      Trustee, as assignee of the Issuer, immediately upon written notice of
      termination to the Administrator if any of the following events shall
      occur.

     

    (i)  the
      Administrator defaults in the performance of any of its duties under this
      Administration Agreement and, after notice of such default, fails to cure such
      default within 30 days (or, if such default cannot be cured in such time, fails
      to give within 30 

     

    
      
        
        

      

      
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    days
      such assurance of cure as shall be reasonably
      satisfactory to the Company and the PSCWV); or

     

    (ii)  an
      Insolvency Event occurs with respect to the Administrator;

     

    The
      Administrator agrees that if an event specified in clause (ii) of this
Section 3(c)
      occurs,
      it shall give written notice thereof to the Company, the PSCWV and the Indenture
      Trustee within seven days after the occurrence of such event.

     

    (d)  No
      resignation or removal of the Administrator pursuant to this Section 3
      shall be
      effective until a Successor Administrator shall have been appointed by the
      Company, the Rating Agency Condition shall have been satisfied with respect
      to
      the proposed appointment, the PSCWV Condition set forth in Section 7(b)
      of this
      Administration Agreement has been satisfied, and such Successor Administrator
      shall have agreed in writing to be bound by the terms of this Administration
      Agreement in the same manner as the Administrator is bound
      hereunder.

     

    (e)  No
      Administrator default may be waived without satisfaction of the PSCWV Condition
      set forth in Section 7(b)
      of this
      Administration Agreement.

     

    Section
      4.  Action
      Upon Termination; Resignation or Removal.
      Promptly upon the effective date of termination of this Administration Agreement
      pursuant to Section 3(a),
      the
      resignation of the Administrator pursuant to Section 3(b)
      or the
      removal of the Administrator under Section 3(c),
      the
      Administrator shall be entitled to be paid all fees and reimbursable expenses
      accruing to it to the date of such termination, resignation or removal. The
      Administrator shall forthwith upon such termination pursuant to Section 3(a)
      deliver
      to the Company all property and documents of or relating to the Collateral
      then
      in the custody of the Administrator. In the event of the resignation of the
      Administrator pursuant to Section 3(b)
      or the
      removal of the Administrator under Section 3(c),
      the
      Administrator shall cooperate with the Company and take all reasonable steps
      requested to assist the Company in making an orderly transfer of the duties
      of
      the Administrator.

     

    Section
      5.  Enforcement
      by PSCWV.
      The
      Administrator acknowledges that the PSCWV has authority to enforce all
      provisions of this Administration Agreement for the benefit of Customers
      pursuant to the Financing Order to the extent permitted by applicable
      Requirements of Law. Notwithstanding anything to the contrary contained in
      this
      Administration Agreement, for the avoidance of doubt, any right, remedy or
      claim
      to which any Customer may be entitled pursuant to this Administration Agreement
      may be asserted or exercised only by the PSCWV for the benefit of such
      Customer.

     

    
      
        
        

      

      
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    Section
      6.  Indemnity.
      (a) The
      Company shall indemnify the Administrator, its shareholders, directors,
      officers, employees and Affiliates against all losses, claims, damages,
      penalties, judgments, liabilities and expenses (including, without limitation,
      all expenses of litigation or preparation therefor whether or not the
      Administrator is a party thereto) which any of them may pay or incur arising
      out
      of or relating to this Administration Agreement and the services called for
      herein; provided, however, that such indemnity shall not apply to any such
      loss,
      claim, damage, penalty, judgment, liability or expense resulting from the
      Administrator’s negligence or willful misconduct in the performance of its
      obligations hereunder.

     

    (b)  The
      Administrator shall indemnify the Company and the Indenture Trustee and their
      respective officers, officials, directors, managers and employees (each, an
      “Indemnified
      Party”)
      against all losses, claims, damages, penalties, judgments, liabilities and
      expenses (including, without limitation, all expenses of litigation or
      preparation therefor whether or not such Indemnified Party is a party thereto)
      which any of them may incur as a result of the Administrator’s gross negligence
      or willful misconduct in the performance of its obligations
      hereunder.

     

    Section
      7.  Amendment.
      (a) 
      Subject to Section 7(b),
      this
      Administration Agreement may be amended by the Administrator and the Company,
      with the consent of the Indenture Trustee and the satisfaction of the Rating
      Agency Condition. Promptly after the execution of any such amendment and
      consent, the Company shall furnish written notification of the substance of
      such
      amendment and consent to each of the Rating Agencies. Prior to the execution
      of
      any amendment to this Administration Agreement, the Company and the Indenture
      Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating
      that the execution of such amendment is authorized or permitted by this
      Administration Agreement and the Opinion of Counsel referred to in
      Section 3.10 of the Servicing Agreement. Subject to Section 7(b),
      the
      Company and the Indenture Trustee may, but shall not be obligated to, enter
      into any such amendment which affects their own rights, duties or immunities
      under this Administration Agreement or otherwise.

     

    (b)  Notwithstanding
      anything to the contrary in Section 7(a),
      no
      amendment or modification of this Administration Agreement shall be effective
      unless the process set forth in this Section
      7(b)
      has been
      followed.

     

    (i)  The
      PSCWV Condition.
      At
      least 16 days prior to the effectiveness of any such amendment or
      modification, and after obtaining the other necessary approvals set forth in
      Section 7(a),
      except
      for the consent of the Indenture Trustee and the Environmental Control
      Bondholders if the consent of the Environmental Control Bondholders is required
      or sought by the Indenture Trustee in connection with such amendment or
      modification, the Company shall have delivered to the PSCWV’s executive director
      and general counsel written notification of any proposed amendment or
      modification, which notification shall contain:

     

    (A)  a
      reference to Case Nos. 05-0402-E-CN and 05-0750-E-PC and any other case
      number under which a Financing Order has been issued;

     

    
      
        
        

      

      
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    (B)  an
      Officers’ Certificate stating that the proposed amendment or modification has
      been approved by all parties to this Administration Agreement; and

     

    (C)  a
      statement identifying the person to whom the PSCWV or its authorized
      representative is to address any response to the proposed amendment or
      modification or to request additional time.

     

    (ii)  The
      PSCWV
      or its authorized representative shall, within 15 days of receiving the
      notification complying with Section
      7(b)(i)
      above,
      either:

     

    (A)  provide
      notice of its determination that the proposed amendment or modification will
      not
      under any circumstances have the effect of increasing the ongoing qualified
      costs related to the Environmental Control Bonds,

     

    (B)  provide
      notice of its consent or lack of consent to the person specified in Section
      7(b)(i)(C)
      above,
      or

     

    (C)  be
      conclusively deemed to have consented to the proposed amendment or
      modification,

     

    unless,
      within 15 days of receiving the notification complying with Section
      7(b)(i)
      above,
      the PSCWV or its authorized representative delivers to the office of the person
      specified in Section
      7(b)(i)(C)
      above
      with a written statement requesting an additional amount of time not to exceed
      15 days in which to consider whether to consent to the proposed amendment or
      modification. If the PSCWV or its authorized representative requests an
      extension of time in the manner set forth in the preceding sentence, then the
      PSCWV shall either provide notice of its consent or lack of consent or notice
      of
      its determination that the proposed amendment or modification will not under
      any
      circumstances increase ongoing qualified costs to the person specified in
Section
      7(b)(i)(C)
      above
      not later than the last day of such extension of time or be conclusively deemed
      to have consented to the proposed amendment or modification on the last day
      of
      such extension of time. Any amendment or modification requiring the consent
      of
      the PSCWV shall become effective on the later of (i) the date proposed by the
      parties to such amendment or modification or (ii) the first day after the
      expiration of the 15-day period provided for in this Section
      7(b)(ii),
      or, if
      such period has been extended pursuant hereto, the first day after the
      expiration of such period as so extended.

     

    (iii)  Following
      the delivery of a notice to the PSCWV by the Company under Section
      7(b)(i)
      above,
      the Company shall have the right at any time to withdraw from the PSCWV further
      consideration of any notification of a proposed amendment or modification.
      Such
      withdrawal shall be evidenced by the prompt written notice thereof by the
      Company to the PSCWV, the Indenture Trustee and the Servicer.

     

    (c)  For
      the
      purpose of this Section 7,
      an
“authorized representative” of the PSCWV means any person authorized to act on
      behalf of the PSCWV, as evidenced by an Opinion of Counsel (which may be the
      general counsel) to the PSCWV.

     

    
      
        
        

      

      
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    Section
      8.  Successors
      and Assigns.
      This
      Administration Agreement may not be assigned by the Administrator unless such
      assignment is previously consented to in writing by the Company, the PSCWV
      and
      the Indenture Trustee and subject to satisfaction of the Rating Agency Condition
      in respect thereof. Any assignment with such consent and satisfaction, if
      accepted by the assignee, shall bind the assignee hereunder in the same manner
      as the Administrator is bound hereunder. Notwithstanding the foregoing, this
      Administration Agreement may be assigned by the Administrator without the
      consent of the Company, the PSCWV or the Indenture Trustee to a corporation
      or
      other organization that is a successor (by merger, consolidation or purchase
      of
      assets) to the Administrator or to any affiliate of the Administrator; provided
      that such successor corporation or other organization executes and delivers
      to
      the Company and the PSCWV a written agreement in which such corporation or
      other
      organization agrees to be bound hereunder by the terms of said assignment in
      the
      same manner as the Administrator is bound hereunder. Subject to the foregoing,
      this Administration Agreement shall bind any successors or assigns of the
      parties hereto.

     

    Section
      9.  Administrator
      as Independent Contractor.
      For all
      purposes of this Administration Agreement, the Administrator shall be an
      independent contractor and shall not be subject to the supervision of the
      Company with respect to the manner in which it accomplishes the performance
      of
      its obligations hereunder. Unless expressly authorized by the Company, the
      Administrator shall have no authority to act for or represent the Company in
      any
      way and shall not otherwise be deemed an agent of the Company.

     

    Section
      10.  No
      Joint Venture.
      Nothing
      contained in this Administration Agreement shall (a) constitute the
      Administrator and the Company as members of any partnership, joint venture,
      association, syndicate, unincorporated business or other separate entity,
      (b) be construed to impose any liability as such on any of them or
      (c) be deemed to confer on any of them any express, implied or apparent
      authority to incur any obligation or liability on behalf of the
      others.

     

    Section
      11.  Other
      Activities as Administrator.
      Nothing
      herein shall prevent the Administrator or its Affiliates from engaging in other
      businesses or, in its sole discretion, from acting in a similar capacity as
      an
      administrator for any other person or entity even though such person or entity
      may engage in business activities similar to those of the Company.

     

    Section
      12.  Assignment
      to Indenture Trustee.
      The
      Administrator hereby acknowledges and consents to the mortgage, pledge,
      assignment and grant of a security interest by the Company to the Indenture
      Trustee pursuant to the Indenture for the benefit of the Environmental Control
      Bondholders of any and all of the Company’s rights hereunder to the Indenture
      Trustee. 

     

    Section
      13.  Nonpetition
      Covenants.
      Notwithstanding any prior termination of this Administration Agreement or the
      Indenture, but subject to a court of competent jurisdiction’s rights, upon
      application by the Company or the Indenture Trustee, to order the sequestration
      and payment of Environmental Control Revenues arising with respect to the
      Transferred Environmental Control Property, notwithstanding any bankruptcy,
      reorganization or other insolvency proceedings with respect to the debtor,
      pledgor or transferor of the Transferred Environmental Control Property pursuant
      to Section 24-2-4e(k)(4) of the Statute, the Administrator shall not, prior
      to the date which is one year and one day after the termination of 

     

    
      
        
        

      

      
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    the
      Indenture, petition or otherwise invoke or cause
      the Company to invoke the process of any court or government authority for
      the
      purpose of commencing or sustaining a case against the Company under the federal
      or state bankruptcy, insolvency or similar law or appointing a receiver,
      liquidator, assignee, trustee, custodian, sequestrator or other similar official
      of the Company or any substantial part of the property of the Company, or
      ordering the winding up or liquidation of the affairs of the
      Company.

     

    Section
      14.  GOVERNING
      LAW.
      THIS
      ADMINISTRATION AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF
      THE
      STATE OF WEST VIRGINIA, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS
      AND
      THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
      DETERMINED IN ACCORDANCE WITH SUCH LAWS.

     

    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the Company and the Administrator have caused this
      Administration Agreement to be signed by its duly authorized officers, effective
      as of the date first written above.

     

    
      	 	 	 
	 	MP
              ENVIRONMENTAL
              FUNDING LLC
	 
 	 
 	 
 
	 	By:  	 /s/
              Philip L. Goulding
	 	
              
                

                Name:  Philip L. Goulding

              Title:   
                Vice President

            


    

     

     

    Attest:

     

    
      	/s/
              David M. Feinberg	 	 
	
              Name: 
David
                M.
                Feinberg
Title:    Vice President &
                Secretary

            	 	 


    

     

    
      
        	 	 	 
	 	ALLEGHENY
                ENERGY
                SERVICE CORPORATION
	 
 	 
 	 
 
	 	By:  	 /s/ David M. Feinberg
	 	
                
                  
Name: 
David
                  M.
                  Feinberg
Title:    Vice President &
                  Secretary

              


      

       

    

    Attest:

     

    
      	/s/
              Philip L. Goulding	 	 
	
              Name: 
Philip
                L.
                Goulding
Title:    Vice President

            	 	 


    

     

    
      
        
        

      

      
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    Exhibit I

     

    Duties
      of the Administrator

     

    In
      accordance with the terms and conditions of the Administration Agreement dated
      as of April 11, 2007 (as amended, restated, supplemented or otherwise modified
      from time to time, the “Administration
      Agreement”),
      the
      Administrator agrees to perform all its duties as Administrator under the
      Administration Agreement in accordance with the terms of the Administration
      Agreement and applicable Requirements of Law. In addition, the Administrator
      shall consult with the Company regarding the Company’s duties under the
      applicable Basic Documents. Unless otherwise notified in writing by the Company,
      the Administrator shall prepare for execution by the Company, or shall cause
      the
      preparation by other appropriate Persons of all such documents, reports,
      filings, instruments, certificates and opinions as it shall be the duty of
      the
      Company to prepare, file or deliver pursuant to any Basic Document.

     

    (a)  In
      furtherance of the foregoing, the Administrator shall take all appropriate
      action that it is the duty of the Company to take pursuant to the Indenture
      including, without limitation, such of the foregoing as are required with
      respect to the following matters under the Indenture:

     

    (1)  the
      preparation of or obtaining of the documents and instruments required for
      authentication of the Bonds, if any, and delivery of the same to the Indenture
      Trustee as specified in Sections 2.01, 2.02, 2.04, 2.06 and 2.10 of the
      Indenture;

     

    (2)  the
      duty
      to keep the Bond Register and to give the Indenture Trustee notice of any
      appointment of a new Bond Registrar and the location, or change in location,
      of
      the Bond Register as specified in Section 2.05 of the
      Indenture;

     

    (3)  the
      fixing or causing to be fixed of any special record date and the notification
      of
      each affected Bondholder with respect to special record dates, Payment Dates,
      and the amount of defaulted interest to be paid, if any as specified in
      Section 2.08(c) of the Indenture;

     

    (4)  the
      maintenance of an office or agency in the Borough of Manhattan, City of New
      York, where the Bonds may be surrendered for registration of transfer or
      exchange, and where notices and demands to or upon the Company in respect of
      the
      Bonds and the Indenture may be served as specified in Section 3.02 of the
      Indenture;

     

    (5)  the
      duty
      to cause newly appointed Paying Agents, if any, to deliver to the Indenture
      Trustee the instrument specified in the Indenture regarding funds held in trust
      as specified in Section 3.03 of the Indenture;

     

    (6)  the
      direction to Paying Agents to pay to the Indenture Trustee all sums held in
      trust by such Paying Agents as specified Section 3.03 of the
      Indenture;

     

    (7)  the
      preparation and filing of all documents and instruments necessary to maintain
      the Company’s existence, good standing, rights and franchises as a limited
      liability company under the laws of the State of Delaware (unless the Company
      becomes, or any successor Company under the Indenture is or becomes, organized
      under the laws of any other State or of the United States of America, in which
      case the Administrator will prepare and file all  

     

    
      
        
        

      

      
        Exh
          I-1

        
          

        

      

      
        
        

      

    

     

    documents
      and instruments necessary to maintain such
      Company’s existence, good standing, rights and franchises under the laws of such
      other jurisdiction), as specified in Section 3.04 of the
      Indenture;

     

    (8)  the
      obtaining and preservation of the Company’s qualification to do business in each
      jurisdiction in which such qualification is or shall be necessary to protect
      the
      validity and enforceability of the Indenture, the Bonds, the Collateral and
      each
      other instrument or agreement included in the Collateral, as specified in
      Section 3.04 of the Indenture;

     

    (9)  the
      preparation of all supplements and amendments to the Indenture, filings with
      the
      PSCWV and the Secretary of State of the State of West Virginia pursuant to
      the
      Statute, financing statements, continuation statements, instruments of further
      assurance and other instruments, in accordance with Section 3.05 of the
      Indenture, necessary to protect the Collateral;

     

    (10)  the
      preparation and filing of all documents required under the Statute relating
      to
      the security interest in the Transferred Environmental Control Property as
      specified in Section 3.05 of the Indenture;

     

    (11)  the
      obtaining of the Opinions of Counsel and the delivery of such Opinions of
      Counsel, in accordance with Section 3.06 of the Indenture, as to the
      Collateral, and the annual delivery of the Officers’ Certificate and certain
      other statements, in accordance with Section 3.09 of the Indenture, as to
      compliance with the Indenture;

     

    (12)  the
      identification to the Indenture Trustee in an Officer’s Certificate of any
      Person with whom the Company has contracted to perform its duties under the
      Indenture, as specified in Section 3.07(b) of the Indenture;

     

    (13)  the
      annual preparation and delivery of an Officer’s Certificate to the Indenture
      Trustee, Mon Power and the Rating Agencies as to compliance with conditions
      and
      covenants under the Indenture, as specified in Section 3.09 of the
      Indenture;

     

    (14)  the
      preparation and obtaining of documents and instruments required for the release
      of the Company from its obligations under the Indenture, as specified in
      Section 3.11(b) of the Indenture;

     

    (15)  the
      delivery of notice to the Indenture Trustee, Mon Power and the Rating Agencies
      of each Default or Event of Default, as specified in Section 3.17 of the
      Indenture;

     

    (16)  the
      taking of all lawful action to enforce the Company’s rights under the Transfer
      Agreement, the Sale Agreement and the Servicing Agreement and to compel and
      secure performance by the Transferor, the Seller and the Servicer, of each
      of
      their obligations to the Company or under the Transfer Agreement, the Sale
      Agreement or the Servicing Agreement, as applicable, as specified in
      Sections 3.20(a) of the Indenture;

     

    (17)  the
      taking of all lawful action that the Indenture Trustee may request following
      a
      default by any of the Transferor, the Seller or the Servicer, of any of their
      obligations to the Company under the Transfer Agreement, the Sale Agreement
      or
      the Servicing Agreement, as applicable, as specified in Section 3.20(f) of
      the Indenture;

     

    
      
        
        

      

      
        Exh
          I-2

        
          

        

      

      
        
        

      

    

     

    (18)  the
      delivery of notice to the Indenture Trustee and the Rating Agencies of a
      Servicer Default under the Servicing Agreement and the taking of all reasonable
      steps available to the Company to remedy such Servicer Default, as specified
      in
      Section 3.20(g) of the Indenture;

     

    (19)  the
      preparation of an Officers’ Certificate and an Independent Certificate relating
      to (i) the satisfaction and discharge of the Indenture under Section 4.01
      of the Indenture or (ii) the exercise of the Legal Defeasance Option or the
      Covenant Defeasance Option under Section 4.02 of the
      Indenture;

     

    (20)  the
      delivery to a Responsible Officer of the Indenture Trustee and the Rating
      Agencies, within five days after an Authorized Officer of the Company has
      knowledge of the occurrence thereof, written notice in the form of an Officers’
Certificate of any event which with the giving of notice and the lapse of time
      would become an Event of Default under clause (iv) of the definition of
“Event of Default” set forth in Section 5.01 of the Indenture, its status and
      what action the Company is taking or proposes to take with respect
      thereto;

     

    (21)  the
      furnishing to the Indenture Trustee of (i) each Record Date with respect to
      each Series and (ii) three months after the last Record Date with respect to
      each Series, the names and addresses of Environmental Control Bondholders during
      any period when the Indenture Trustee is not the Bond Registrar as specified
      in
      Section 7.01 of the Indenture; 

     

    (22)  to
      the
      extent not required to be performed by the Servicer, the preparation and, after
      execution by the Company, the filing with the Indenture Trustee of the annual
      reports and of the information, documents and other reports as specified in
      Section 7.03 of the Indenture;

     

    (23)  the
      notification of the Indenture Trustee if and when the Bonds are listed on any
      stock exchange as specified in Section 7.04 of the Indenture;

     

    (24)  the
      preparation, obtaining or filing of the instruments, opinions and certificates
      and other documents required for the release of Collateral as specified in
      Section 8.03 of the Indenture;

     

    (25)  the
      opening of one or more segregated trust accounts in the Indenture Trustee’s
      name, the preparation of Issuer Orders, and the obtaining of Opinions of Counsel
      and the taking of all other actions necessary with respect to investment and
      reinvestment of funds in the Collection Account as specified in Sections 8.02
      and 8.04 of the Indenture; 

     

    (26)  the
      preparation of Issuer Requests and Officers’ Certificates and the obtaining of
      Opinions of Counsel and Independent Certificates, if necessary, for the release
      of the Collateral as specified in Sections 8.03 and 8.04 of the
      Indenture;

     

    (27)  the
      preparation and delivery of Officers’ Certificates, Issuer Requests, Opinions of
      Counsel and Independent Certificates for the release of property from the lien
      of the Indenture as specified in Section 8.03(c) of the
      Indenture;

     

    (28)  the
      appointment of a firm of Independent certified public accountants of recognized
      national reputation for purposes of preparing and delivering the reports or
      certificates 

     

    
      
        
        

      

      
        Exh
          I-3

        
          

        

      

      
        
        

      

    

     

    of
      such accountants required by the Indenture and the
      related Series Supplements as specified in Section 8.05 of the
      Indenture;

     

    (29)  the
      preparation of Issuer Orders, the obtaining of Officers’ Certificates and
      Opinions of Counsel with respect to the execution of supplemental indentures
      as
      specified in Sections 9.01 and 9.02 of the Indenture;

     

    (30)  the
      preparation of new Bonds conforming to any supplemental indenture as specified
      in Section 9.04 of the Indenture;

     

    (31)  the
      preparation of all Officers’ Certificates, Opinions of Counsel and Independent
      Certificates with respect to any requests by the Company to the Indenture
      Trustee to take any action under the Indenture as specified in
      Section 11.01 of the Indenture; and

     

    (32)  the
      notification of the Indenture Trustee of any notice received by the Company
      from
      the Environmental Control Bondholders, and the delivery of any notices to
      relevant parties at the addresses specified in Section 11.04 of the
      Indenture.

     

    (b)  The
      Administrator shall also take all appropriate action that it is the duty of
      the
      Company to take pursuant to the Issuer LLC Agreement. 

     

    (c)  The
      Administrator shall also take all appropriate action that it is the duty of
      the
      Company to take pursuant to the Underwriting Agreement.

     

    (d)  In
      carrying out the foregoing duties or any of its other obligations under the
      Administration Agreement, the Administrator may enter into transactions with
      or
      otherwise deal with any of its Affiliates; provided, however, that the terms
      of
      any such transactions or dealings shall be, in the Administrator’s reasonable
      opinion, no less favorable to the Company than would be available from
      unaffiliated parties.

     

    (e)  With
      respect to matters that in the reasonable judgment of the Administrator are
      non-ministerial, the Administrator shall not take any action unless the
      Administrator shall have notified the Company of the proposed action and the
      Company shall have consented. For the purpose of the preceding sentence,
“non-ministerial matters” shall include, without limitation:

     

    (1)  the
      amendment of, or any supplement to, the Indenture; 

     

    (2)  the
      initiation of any action, claim or lawsuit by the Company and the compromise
      of
      any action, claim or lawsuit brought by or against the Company (other than
      in
      connection with the collection of the Environmental Control
      Charge);

     

    (3)  the
      amendment, change or modification of the Basic Documents; 

     

    (4)  the
      appointment of successor Bond Registrars, successor Paying Agents and successor
      Indenture Trustees pursuant to the Indenture or the appointment of successor
      Administrators or Successor Servicers, or the consent to the assignment by
      the
      Bond Registrar, Paying Agent or Indenture Trustee of its obligations under
      the
      Indenture; and

     

    
      
        
        

      

      
        Exh
          I-4

        
          

        

      

      
        
        

      

    

     

    (5)  the
      removal of the Indenture Trustee.

     

    (f)  Notwithstanding
      anything to the contrary in the Administration Agreement, the Administrator
      shall not be obligated to, and hereby agrees that it shall not, take any action
      that the Company directs the Administrator not to take on its
      behalf.

     

    (g)  The
      Administrator shall maintain appropriate books of account and records relating
      to services performed hereunder, which books of account and records shall be
      accessible for inspection by the Company and the Indenture Trustee at any time
      during normal business hours.

     

    

      (h)  During
        the term of the Administration Agreement, the Administrator shall make available
        to or provide the Company with such facilities as are necessary to conduct
        the
        business of the Company and to comply with the terms of the Basic Documents.
        Such facilities shall include office space to serve as the principal place
        of
        business of the Company. Initially such office space will be located at
        2215-B Renaissance Drive, Suite #5, Las Vegas, Nevada 89119. All facilities
        provided to the Company hereunder shall be provided without warranty of any
        kind.

       

    

    
      
        
        

      

      
        Exh
          I-5

        
          

        

      

      
        
        

      

    

     

    
      Table
        of Contents

       

    

    
      	 	 	 	 	 	 	
              Page

            	 
	 	 	 	 	 	 	 	 
	
              Section
                1.

            	 	 	
              Duties
                of Administrator; Management Services

            	 	 	
              1

            	 
	 	 	 	 	 	 	 	 
	
              Section
                2.

            	 	 	
              Compensation

            	 	 	
              1

            	 
	 	 	 	 	 	 	 	 
	
              Section
                3.

            	 	 	
              Terms
                of the Agreement; Resignation and Removal of
                Administrator

            	 	 	
              2

            	 
	 	 	 	 	 	 	 	 
	
              Section
                4.

            	 	 	
              Action
                Upon Termination; Resignation or Removal

            	 	 	
              3

            	 
	 	 	 	 	 	 	 	 
	
              Section
                5.

            	 	 	
              Enforcement
                by PSCWV

            	 	 	
              3

            	 
	 	 	 	 	 	 	 	 
	
              Section
                6.

            	 	 	
              Indemnity

            	 	 	
              4

            	 
	 	 	 	 	 	 	 	 
	
              Section
                7.

            	 	 	
              Amendment

            	 	 	
              4

            	 
	 	 	 	 	 	 	 	 
	
              Section
                8.

            	 	 	
              Successors
                and Assigns

            	 	 	
              6

            	 
	 	 	 	 	 	 	 	 
	
              Section
                9.

            	 	 	
              Administrator
                as Independent Contractor

            	 	 	
              6

            	 
	 	 	 	 	 	 	 	 
	
              Section
                10.

            	 	 	
              No
                Joint Venture

            	 	 	
              6

            	 
	 	 	 	 	 	 	 	 
	
              Section
                11.

            	 	 	
              Other
                Activities as Administrator

            	 	 	
              6

            	 
	 	 	 	 	 	 	 	 
	
              Section
                12.

            	 	 	
              Assignment
                to Indenture Trustee

            	 	 	
              6

            	 
	 	 	 	 	 	 	 	 
	Section
              13.	 	 	
              Nonpetition
                Covenants

            	 	 	 
              6	 
	 	 	 	 	 	 	 	 
	
              Section
                14.

            	 	 	
              GOVERNING
                LAW

            	 	 	
              7

            	 
	 	 	 	 	 	 	 	 
	
              Appendix
                A

            	 	 	
              Master
                Definitions

            	 	 	 	 


    

     

    
      
        
        

      

      
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