MP Amended and Restated Limited Liability Agreement of MP Environmental Funding,
      LLC


    Exhibit
      10.5

     

    EXECUTION
      COPY

     

    


    
      

      

    

    


     

    AMENDED
      AND RESTATED

     

    LIMITED
      LIABILITY COMPANY AGREEMENT

     

    OF
      MP ENVIRONMENTAL FUNDING LLC

    


     

    Dated
      as
      of April 11, 2007

     

     

     

    
      

    

    
      

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    TABLE
      OF CONTENTS

     

    
      
        	 	 	 	 	 	 	Page	 
	 	 	 	 	 	 	 	 
	
                ARTICLE
                  I 

              	 	 	
                DEFINITIONS

              	 	 	
                1

              	 
	 	 	 	 	 	 	 	 
	
                SECTION
                  1.01

              	 	 	
                Capitalized
                  Terms

              	 	 	
                1

              	 
	
                SECTION
                  1.02

              	 	 	
                Other
                  Definitional Provisions

              	 	 	
                6

              	 
	 	 	 	 	 	 	 	 
	
                ARTICLE
                  II 

              	 	 	
                CONTINUATION
                  OF THE LIMITED LIABILITY COMPANY

              	 	 	
                7

              	 
	 	 	 	 	 	 	 	 
	
                SECTION
                  2.01

              	 	 	
                Continuation;
                  Filings

              	 	 	
                7

              	 
	
                SECTION
                  2.02

              	 	 	
                Name
                  and Office

              	 	 	
                8

              	 
	
                SECTION
                  2.03

              	 	 	
                Business
                  Purpose

              	 	 	
                8

              	 
	
                SECTION
                  2.04

              	 	 	
                Term

              	 	 	
                7

              	 
	
                SECTION
                  2.05

              	 	 	
                No
                  State Law Partnership

              	 	 	
                7

              	 
	
                SECTION
                  2.06

              	 	 	
                Authority
                  of Member

              	 	 	
                9

              	 
	
                SECTION
                  2.07

              	 	 	
                Liability
                  to Third Parties

              	 	 	
                9

              	 
	
                SECTION
                  2.08

              	 	 	
                No
                  Personal Liability of Any Member, Special Member, Manager,
                  Etc.

              	 	 	
                9

              	 
	
                SECTION
                  2.09

              	 	 	
                Separateness

              	 	 	
                10

              	 
	
                SECTION
                  2.10

              	 	 	
                Limited
                  Liability and Bankruptcy Remoteness

              	 	 	
                12

              	 
	
                SECTION
                  2.11

              	 	 	
                Additional
                  Issuance

              	 	 	
                11

              	 
	 	 	 	
                 

              	 	 	 	 
	
                ARTICLE
                  III 

              	 	 	
                MANAGEMENT

              	 	 	
                14

              	 
	 	 	 	 	 	 	 	 
	
                SECTION
                  3.01

              	 	 	
                Management
                  by Managers

              	 	 	
                10

              	 
	
                SECTION
                  3.02

              	 	 	
                Acts
                  by Managers

              	 	 	
                14

              	 
	
                SECTION
                  3.03

              	 	 	
                Number
                  and Qualifications

              	 	 	
                14

              	 
	
                SECTION
                  3.04

              	 	 	
                Independent
                  Managers

              	 	 	
                15

              	 
	
                SECTION
                  3.05

              	 	 	
                Appointment
                  and Vacancy

              	 	 	
                16

              	 
	
                SECTION
                  3.06

              	 	 	
                Term

              	 	 	
                16

              	 
	
                SECTION
                  3.07

              	 	 	
                Removal

              	 	 	
                16

              	 
	
                SECTION
                  3.08

              	 	 	
                Resignation

              	 	 	
                12

              	 
	
                SECTION
                  3.09

              	 	 	
                Place
                  of Meetings of Managers

              	 	 	
                12

              	 
	
                SECTION
                  3.10

              	 	 	
                Meetings
                  of Managers

              	 	 	
                12

              	 
	
                SECTION
                  3.11

              	 	 	
                Quorum;
                  Majority Vote

              	 	 	
                12

              	 
	
                SECTION
                  3.12

              	 	 	
                Methods
                  of Voting; Proxies

              	 	 	
                17

              	 
	
                SECTION
                  3.13

              	 	 	
                Actions
                  Without a Meeting

              	 	 	
                13

              	 
	
                SECTION
                  3.14

              	 	 	
                Telephone
                  and Similar Meetings

              	 	 	
                13

              	 
	
                SECTION
                  3.15

              	 	 	
                Managers

              	 	 	
                13

              	 


      

       

      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      

       

      
        	
                ARTICLE
                  IV 

              	 	 	
                OFFICERS

              	 	 	
                13

              	 
	 	 	 	 	 	 	 	 
	
                SECTION
                  4.01

              	 	 	
                Designation;
                  Term; Qualifications

              	 	 	
                13

              	 
	
                SECTION
                  4.02

              	 	 	
                Removal
                  and Resignation

              	 	 	
                18

              	 
	
                SECTION
                  4.03

              	 	 	
                Vacancies

              	 	 	
                14

              	 
	
                SECTION
                  4.04

              	 	 	
                Compensation

              	 	 	
                14

              	 
	 	 	 	 	 	 	 	 
	
                ARTICLE
                  V 

              	 	 	
                MEMBER

              	 	 	
                14

              	 
	 	 	 	 	 	 	 	 
	
                SECTION
                  5.01

              	 	 	
                Powers

              	 	 	
                14

              	 
	
                SECTION
                  5.02

              	 	 	
                Compensation
                  of Member

              	 	 	
                14

              	 
	
                SECTION
                  5.03

              	 	 	
                Actions
                  of Member

              	 	 	
                15

              	 
	
                SECTION
                  5.04

              	 	 	
                Control
                  by Member

              	 	 	
                15

              	 
	
                SECTION
                  5.05

              	 	 	
                Special
                  Members

              	 	 	
                15

              	 
	 	 	 	 	 	 	 	 
	
                ARTICLE
                  VI 

              	 	 	
                COMMON
                  INTEREST

              	 	 	
                16

              	 
	 	 	 	 	 	 	 	 
	
                SECTION
                  6.01

              	 	 	
                General

              	 	 	
                16

              	 
	
                SECTION
                  6.02

              	 	 	
                Distributions

              	 	 	
                16

              	 
	
                SECTION
                  6.03

              	 	 	
                Rights
                  on Dissolution and Winding Up

              	 	 	
                16

              	 
	
                SECTION
                  6.04

              	 	 	
                Redemption

              	 	 	
                17

              	 
	
                SECTION
                  6.05

              	 	 	
                VotingRights

              	 	 	
                17

              	 
	
                SECTION
                  6.06

              	 	 	
                Class

              	 	 	
                17

              	 
	
                SECTION
                  6.07

              	 	 	
                CapitalContributions

              	 	 	
                17

              	 
	 	 	 	 	 	 	 	 
	
                ARTICLE
                  VII 

              	 	 	
                ALLOCATIONS;
                  DISTRIBUTIONS; EXPENSES; TAXES; BOOKS; REPORTS; AND BANK
                  ACCOUNTS

              	 	 	
                17

              	 
	 	 	 	 	 	 	 	 
	
                SECTION
                  7.01

              	 	 	
                Allocations

              	 	 	
                17

              	 
	
                SECTION
                  7.02

              	 	 	
                Distributions

              	 	 	
                17

              	 
	
                SECTION
                  7.03

              	 	 	
                Limitation
                  Upon Distributions

              	 	 	
                17

              	 
	
                SECTION
                  7.04

              	 	 	
                Expenses

              	 	 	
                17

              	 
	
                SECTION
                  7.05

              	 	 	
                Annual
                  Tax Information

              	 	 	
                18

              	 
	
                SECTION
                  7.06

              	 	 	
                Tax
                  Matters

              	 	 	
                18

              	 
	
                SECTION
                  7.07

              	 	 	
                Maintenance
                  of Books

              	 	 	
                18

              	 
	
                SECTION
                  7.08

              	 	 	
                Reports

              	 	 	
                18

              	 
	
                SECTION
                  7.09

              	 	 	
                Bank
                  and Investment Accounts

              	 	 	
                19

              	 
	 	 	 	 	 	 	 	 
	
                ARTICLE
                  VIII 

              	 	 	
                INDEMNIFICATION

              	 	 	
                19

              	 
	 	 	 	 	 	 	 	 
	
                SECTION
                  8.01

              	 	 	
                Mandatory
                  Indemnification of the Member, the Special Members and the
                  Managers

              	 	 	
                19

              	 
	
                SECTION
                  8.02

              	 	 	
                Mandatory
                  Advancement of Expenses

              	 	 	
                19

              	 
	
                SECTION
                  8.03

              	 	 	
                Indemnification
                  of Officers, Employees and Agents

              	 	 	
                20

              	 


      

       

      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      

       

      
        	
                SECTION
                  8.04

              	 	 	
                Nonexclusivity
                  of Rights

              	 	 	
                20

              	 
	
                SECTION
                  8.05

              	 	 	
                Contract
                  Rights

              	 	 	
                20

              	 
	
                SECTION
                  8.06

              	 	 	
                Insurance

              	 	 	
                21

              	 
	
                SECTION
                  8.07

              	 	 	
                Savings
                  Clause

              	 	 	
                21

              	 
	
                SECTION
                  8.08

              	 	 	
                Other
                  Ventures

              	 	 	
                21

              	 
	
                SECTION
                  8.09

              	 	 	
                Survival

              	 	 	
                21

              	 
	 	 	 	 	 	 	 	 
	
                ARTICLE
                  IX 

              	 	 	
                MISCELLANEOUS
                  PROVISIONS

              	 	 	
                21

              	 
	 	 	 	 	 	 	 	 
	
                SECTION
                  9.01

              	 	 	
                Offset

              	 	 	
                21

              	 
	
                SECTION
                  9.02

              	 	 	
                Notices

              	 	 	
                21

              	 
	
                SECTION
                  9.03

              	 	 	
                Effect
                  of Waiver or Consent

              	 	 	
                22

              	 
	
                SECTION
                  9.04

              	 	 	
                Governing
                  Law; Severability

              	 	 	
                22

              	 
	
                SECTION
                  9.05

              	 	 	
                No
                  Bankruptcy Petition; No Dissolution

              	 	 	
                22

              	 
	
                SECTION
                  9.06

              	 	 	
                Amendment

              	 	 	
                23

              	 
	
                SECTION
                  9.07

              	 	 	
                Headings
                  and Sections

              	 	 	
                23

              	 
	
                SECTION
                  9.08

              	 	 	
                Binding
                  Agreement

              	 	 	
                23

              	 
	
                SECTION
                  9.09

              	 	 	
                Dissolution

              	 	 	
                23

              	 
	 	 	 	
                 

              	 	 	 	 
	 	 	 	
                 

              	 	 	 	 
	
                SCHEDULE
                  A: 

              	 	 	
                SCHEDULE
                  OF INITIAL CAPITAL CONTRIBUTION OF MEMBER 

              	 	 	
                A-1

              	 
	
                SCHEDULE
                  B: 

              	 	 	
                MANAGERS

              	 	 	
                B-1

              	 
	
                SCHEDULE
                  C: 

              	 	 	
                OFFICERS

              	 	 	
                C-1

              	 
	
                SCHEDULE
                  D: 

              	 	 	
                MANAGEMENT
                  AGREEMENT

              	 	 	
                D-1

              	 


      

    

     

    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

    

     

    AMENDED
      AND RESTATED

    LIMITED
      LIABILITY COMPANY AGREEMENT

    OF

    MP
      ENVIRONMENTAL FUNDING LLC,

    a
      Delaware limited liability company

     

    AMENDED
      AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, dated as of April 11, 2007
      (as
      it may be further amended, supplemented or otherwise modified and in effect
      from
      time to time, this “Agreement”), of MP ENVIRONMENTAL FUNDING LLC, a Delaware
      limited liability company (the “Company”), having its principal office at 2215-B
      Renaissance Drive, Suite #5, Las Vegas, Nevada 89119.

     

    WHEREAS,
      the Company was formed as a Delaware limited liability company (i) by the
      filing of the Certificate of Formation of the Company with the Secretary of
      State of the State of Delaware on November 17, 2006, as amended by the
      Certificate of Amendment thereto filed with the Secretary of State of the State
      of Delaware on December 27, 2006 and (ii) the execution of the Limited
      Liability Company Agreement, dated as of December 5, 2006, as amended as of
      March 12, 2007 (the “Original LLC Agreement”); and

     

    WHEREAS,
      this Agreement amends and restates the Original LLC Agreement in all respects
      and from and after the date hereof constitutes the governing instrument of
      the
      Company;

     

    NOW
      THEREFORE, the Member (as defined below) hereby agrees as follows:

     

    ARTICLE
      I

    DEFINITIONS

     

    SECTION
      1.01   Capitalized
      Terms.
      For all
      purposes of this Agreement, the following terms shall have the meanings set
      forth below:

     

    “Additional
      Issuance” has the meaning assigned to such term in the Indenture.

     

    “Additional
      Securities” has the meaning assigned to such term in the Indenture

     

    “Administration
      Agreement” shall mean the Administration Agreement, to be dated on or about
      April 11, 2007, between the Company and Allegheny Energy Service Corporation,
      as
      administrator, as the same may be amended or supplemented from time to
      time.

     

    “Administrator”
      means Allegheny Energy Service Corporation, as administrator under the
      Administration Agreement, and its permitted successors and assigns
      thereunder.

     

    “Affiliate”
      means, with respect to any specified Person, any other Person controlling or
      controlled by or under common control with such specified Person. For the
      purposes of this definition, “control” when used with respect to any specified
      Person means the power to direct or cause the direction of the management or
      policies of such Person, directly or indirectly, whether through the ownership
      of voting securities or general partnership or 

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    managing
      member interests, by contract or otherwise;
      and the terms “controlling” and “controlled” have meanings correlative to the
      foregoing. Without limiting the generality of the foregoing, a Person shall
      be
      deemed to control any other Person in which it owns, directly or indirectly,
      a
      majority of the ownership interests.

     

    “Agreement”
      shall have the meaning set forth in the first paragraph of this
      Agreement.

     

    “Bankruptcy”
      shall mean, with respect to any Person, if (A) such Person (i) makes an
      assignment for the benefit of creditors, (ii) files a voluntary petition in
      bankruptcy, (iii) is adjudged a bankrupt or insolvent, or has entered against
      it
      an order for relief, in any bankruptcy or insolvency proceedings, (iv) files
      a
      petition or answer seeking for itself any reorganization, arrangement,
      composition, readjustment, liquidation or similar relief under any statute,
      law
      or regulation, (v) files an answer or other pleading admitting or failing to
      contest the material allegations of a petition filed against it in any
      proceeding of this nature or (vi) seeks, consents to or acquiesces in the
      appointment of a trustee, receiver or liquidator of the Person or of all or
      any
      substantial part of its properties, or (B)(i) if 120 days after the commencement
      of any proceeding against the Person seeking reorganization, arrangement,
      composition, readjustment, liquidation or similar relief under any statute,
      law
      or regulation, the proceeding has not been dismissed, or (ii) within ninety
      days after the appointment without such Person’s consent or acquiescence of a
      trustee, receiver or liquidator of such Person or of all or any substantial
      part
      of its properties, the appointment is not vacated or stayed, or within ninety
      days after the expiration of any such stay, the appointment is not vacated.
      The
      foregoing definition of “Bankruptcy” is intended to replace and shall supersede
      and replace the definition of “Bankruptcy” set forth in Sections 18-101(1) and
      18-304 of the LLC Act.

     

    “Basic
      Documents” shall mean the Transfer Agreement, the Sale Agreement, the Bill of
      Sale, the Servicing Agreement, the Administration Agreement, each Swap
      Agreement, the Indenture (including any Series Supplement), the Underwriting
      Agreement and the Independent Manager Agreements, each as may be amended or
      supplemented from time to time.

     

    “Bill
      of
      Sale” means any bill of sale delivered by the Seller to the Company pursuant to
      the Sale Agreement.

     

    “Business
      Day” means any day other than a Saturday, Sunday or a day on which banking
      institutions in the City of New York, New York or the City of Charleston, West
      Virginia, is authorized or obligated by law, regulation or executive order
      to
      remain closed.

     

    “Certificate
      of Formation” means the certificate of formation of the Company, that was filed
      with the Secretary of State of the State of Delaware on November 17, 2006,
      as
      amended on December 27, 2006 and as further amended or restated from time to
      time.

     

    “Code”
      shall mean the Internal Revenue Code of 1986, as amended from time to time,
      and
      all Treasury Regulations promulgated thereunder.

     

    “Collateral”
      shall have the meaning assigned to it in the Indenture.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    “Common
      Interest” shall mean the limited liability company interest of the Member in the
      Company as described in Article VI. 

     

    “Company”
      shall have the meaning set forth in the first paragraph of this
      Agreement.

     

    “Covered
      Persons” shall have the meaning set forth in Section 2.08(b).

     

    “Environmental
      Control Bonds” or “Bonds” means the “environmental control bonds” (as defined in
      the Statute and the Financing Order) issued and authenticated under the
      Indenture.

     

    “Environmental
      Control Property” shall have the meaning assigned to such term in the Statute
      and the Financing Order.

     

    “Financing
      Order” means the order, Case Nos. 05-0402-E-CN and 05-0750-E-PC, issued by the
      PSCWV on April 7, 2006, as amended on June 13, 2006 and January 17, 2007,
      pursuant to the Statute, as the same may be further amended or supplemented
      in
      accordance with the Statute and the terms of such order.

     

    “Fiscal
      Year” shall mean, unless the Managers shall at any time determine otherwise
      pursuant to the requirements of the Code, the fiscal year of the
      Member.

     

    “Fitch”
      means Fitch, Inc., or its successor.

     

    “GAAP”
      shall mean the generally accepted accounting principles of the United States
      promulgated or adopted by the Financial Accounting Standards Board and its
      successors from time to time.

     

    “Governmental
      Authority” shall mean any federal, state, local or foreign court or governmental
      department, commission, board, bureau, agency, authority, instrumentality or
      regulatory body.

     

    “Indenture”
      shall mean the Indenture, to be dated on or about April 11, 2007, between the
      Company and the Trustee, as the same may be amended or supplemented from time
      to
      time, and shall include each Series Supplement and the forms and terms of the
      Environmental Control Bonds established thereunder.

     

    “Independent
      Manager” shall mean, with respect to the Company, a Manager who is not, and
      within the previous five years was not (except solely by virtue of such Person’s
      serving as, or being an Affiliate of any other Person serving as, an independent
      director or manager, as applicable, of any bankruptcy-remote special purpose
      entity that is an Affiliate of Mon Power or the Company), (i) a stockholder,
      member (other than a Special Member), partner, director, officer, employee,
      Affiliate, customer, supplier, creditor or independent contractor of, or any
      Person, except for Corporation Service Company, its agents and employees,
      and any successor entity thereof, that has received any benefit in any form
      whatever from (other than in such Manager’s capacity as a ratepayer or customer
      of Mon Power or any of its Affiliates in the ordinary course of business),
      or
      any Person that has provided any service in any form whatsoever

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    to,
      or any major creditor (or any Affiliate of any
      major creditor) of, the Company, Mon Power, or any of their Affiliates, (ii)
      any
      Person owning beneficially, directly or indirectly, any outstanding shares
      of
      common stock, any limited liability company interests or any partnership
      interests, as applicable, of the Company, Mon Power or any of their Affiliates,
      or of any major creditor (or any Affiliate of any major creditor) of any of
      the
      foregoing, or a stockholder, member, partner, director, officer, employee,
      Affiliate, customer, supplier, creditor or independent contractor of, or any
      Person that has received any benefit in any form whatever from (other than
      in
      such Person’s capacity as a ratepayer or customer of Mon Power or any of its
      Affiliates in the ordinary course of business), or any Person that has provided
      any service in any form whatever to, such beneficial owner or any of such
      beneficial owner’s Affiliates, or (iii) a member of the immediate family of any
      Person described above; provided,
      that the
      indirect or beneficial ownership of stock through a mutual fund or similar
      diversified investment vehicle with respect to which the owner does not have
      discretion or control over the investments held by such diversified investment
      vehicle shall not preclude such owner from being an Independent Manager. For
      purposes of this definition, “major creditor” shall mean a Person to which the
      Company, Mon Power or any of their Affiliates has outstanding indebtedness
      for
      borrowed money or credit on open account in a sum sufficiently large as would
      reasonably be expected to influence the judgment of the proposed Independent
      Manager adversely to the interests of the Company when the interests of that
      Person are adverse to those of the Company.

     

    “Independent
      Manager Agreement” shall mean the agreement by and between Corporation
      Service Company and the Company, dated as of March 30, 2007.

     

    “LLC
      Act”
shall mean the Delaware Limited Liability Company Act, as amended, as in effect
      on the date hereof (currently Chapter 18 of Title 6, Sections 18-101 through
      18-1109 of the Delaware Code) and as it may be amended hereafter, from time
      to
      time.

     

    “Management
      Agreement” means the agreement of the Managers in the form attached as Schedule
      D to this Agreement. The Management Agreement shall be deemed incorporated
      into,
      and a part of, this Agreement.

     

    “Manager”
      shall mean any manager of the Company within the meaning of the LLC Act,
      including the Independent Managers.

     

    “Member”
      shall mean MP Funding, in its capacity as sole member of the Company under
      this
      Agreement, or any successor thereto as a member pursuant to Article VI;
provided, however,
      the
      term “Member” shall not include any Special Member.

     

    “Mon
      Power” means Monongahela Power Company doing business as Allegheny Power, or its
      successor.

     

    “Moody’s”
      shall mean Moody’s Investors Service, Inc.

     

    “MP
      Funding” means MP Renaissance Funding, LLC, a Delaware limited liability
      company, or its successor.

     

    
      “Original
        LLC Agreement” shall have the meaning set forth in the second paragraph of this
        Agreement.

    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

     

    “Outstanding”
      shall have the meaning assigned to such term in the Indenture.

     

    “Person”
      shall mean any individual, corporation, estate, partnership, joint venture,
      association, joint stock company, trust (including any beneficiary thereof),
      business trust, limited liability company, unincorporated organization or
      Governmental Authority.

     

    “Proceeding”
      shall have the meaning set forth in Section 8.01.

     

    “PSCWV”
      means the Public Service Commission of West Virginia or any
      successor.

     

    “Rating
      Agency” means any rating agency rating the Environmental Control Bonds of any
      Tranche or Series or any Additional Securities, as the case may be, at the
      request of the Company or the Trustee, as the case may be. If no such
      organization or successor is any longer in existence, “Rating Agency” shall be a
      nationally recognized statistical rating organization or other comparable Person
      designated by the Company, notice of which designation shall be given to the
      Trustee.

     

    “Registration
      Statement” shall mean the registration statement on Form S-1 filed by the
      Company with the Securities and Exchange Commission on January 5, 2007, as
      such
      Registration Statement may be amended and supplemented from time to time or
      any
      registration statement subsequently filed by the Company with the Securities
      and
      Exchange Commission with respect to any Additional Securities.

     

    “S&P”
      means Standard & Poor’s Ratings Group, a division of The McGraw-Hill
      Companies.

     

    “Sale
      Agreement” shall mean the Transferred Environmental Control Property Sale
      Agreement, dated on or about, April 11, 2007, between MP Funding, as Seller,
      and
      the Company, as the same may be amended or supplemented from time to
      time.

     

    “Seller”
      means MP Renaissance Funding, LLC and its successors in interest to the extent
      permitted under the Sale Agreement.

     

    “Series”
      shall mean each series of Environmental Control Bonds issued and authenticated
      pursuant to the Indenture as specified in the Series Supplement
      therefor.

     

    “Series
      Supplement” shall mean a supplemental indenture to the Indenture that authorizes
      a particular Series of Environmental Control Bonds, as the same may be amended
      or supplemented from time to time.

     

    
      “Servicing
        Agreement” shall mean the Transferred Environmental Control Property Servicing
        Agreement, to be dated on or about April 11, 2007, between the Company and
        Mon Power, as servicer, as the same may be amended or supplemented from time
        to
        time.

       

      “Special
        Member” shall have the meaning set forth in Section 5.04. A Special Member shall
        have the rights and duties expressly set forth in this
        Agreement.

    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    “State”
      shall mean any one of the fifty states of the United States of America or the
      District of Columbia.

     

    “Statute”
      means the West Virginia Code, Chapter 24, Article 2,
§§ 24-2-4e(a) through and including 24-2-4e(v).

     

    “Swap
      Agreement” means each Swap Agreement, as defined in and permitted by the
      Indenture and any Series Supplement thereto.

     

    “Swap
      Counterparty” means, with respect to any Swap Agreement, the Company
      counterparty under the Swap Agreement.

     

    “Tranche”
      means, with respect to any Series of Environmental Control Bonds, any one of
      the
      tranches of Environmental Control Bonds of that Series.

     

    “Transfer
      Agreement” shall mean the Environmental Control Property Transfer Agreement
      dated as of April 11, 2007 between Monongahela Power Company and MP Funding,
      as
      the same may be amended and supplemented from time to time.

     

    “Transferor”
      means Monongahela Power Company under the Transfer Agreement and its successors
      in interest.

     

    “Trustee”
      shall mean the party named as such in the Indenture until a successor replaces
      it in accordance with the applicable provisions of the Indenture and thereafter
      means the successor serving thereunder.

     

    “Underwriting
      Agreement” means the Underwriting Agreement dated April 3, 2007, among the
      Company, Mon Power, the Seller, and the underwriters named therein, as the
      same
      may be amended and supplemented from time to time.

     

    SECTION
      1.02   Other
      Definitional Provisions.

     

    (a)  Unless
      otherwise defined herein, all capitalized terms herein shall have the meanings
      ascribed thereto in the Indenture.

     

    (b)  All
      terms
      in this Agreement shall have the defined meanings when used in any certificate
      or other document made or delivered pursuant hereto unless otherwise defined
      therein.

     

    
      (c)  As
        used
        in this Agreement and in any certificate or other documents made or delivered
        pursuant hereto or thereto, accounting terms not defined in this Agreement
        or in
        any such certificate or other document, and accounting terms partly defined
        in
        this Agreement or in any such certificate or other document to the extent
        not
        defined, shall have the respective meanings given to them under GAAP. To
        the
        extent that the definitions of accounting terms in this Agreement or in any
        such
        certificate or other document are inconsistent with the meanings of such
        terms
        under GAAP, the definitions contained in this Agreement or in any such
        certificate or other document shall control.

    

     

    
      
        
        

      

      
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    (d)  The
      words
“hereof,” “herein,” “hereunder,” and words of similar import when used in this
      Agreement shall refer to this Agreement as a whole and not to any particular
      provision of this Agreement; Article and Section references contained in this
      Agreement are references to Articles and Sections in this Agreement unless
      otherwise specified; and the term “including” shall mean “including without
      limitation.”

     

    (e)  The
      definitions contained in this Agreement are applicable to the singular as well
      as the plural forms of such terms.

     

    (f)  Any
      agreement, instrument or statute defined or referred to herein or in any
      instrument or certificate delivered in connection herewith means such agreement,
      instrument or statute as from time to time amended, modified or supplemented
      and
      includes (in the case of agreements or instruments) references to all
      attachments thereto and instruments incorporated therein; references to a Person
      are also to its permitted successors and assigns.

     

    ARTICLE
      II

    CONTINUATION
      OF THE LIMITED LIABILITY COMPANY

     

    SECTION
      2.01   Continuation;
      Filings.
      Pursuant to the LLC Act and in accordance with the further terms and provisions
      hereof, the Member hereby continues the Company as a limited liability company.
      The Certificate of Formation has been duly executed and filed with the Secretary
      of State of the State of Delaware by Daniel M. Dunlap as an authorized person
      within the meaning of the LLC Act. Upon such filing, his powers as an
“authorized person” ceased. Kristine W. Eppes, as an authorized person, has
      executed, delivered and filed the Certificate of Amendment to the Certificate
      of
      Formation with the Secretary of State of the State of Delaware. Upon such
      filing, her powers as an authorized person ceased. The Managers, as authorized
      persons, shall execute or cause to be executed from time to time all other
      instruments, certificates, notices and documents, and shall do or cause to
      be
      done all such filing, recording, publishing and other acts, in each case, as
      may
      be necessary or appropriate from time to time to comply with all applicable
      requirements for the formation, operation and, when appropriate, termination
      of
      a limited liability company in the State of Delaware and all other jurisdictions
      where the Company shall desire to conduct its business.

     

    
      SECTION
        2.02   Name
        and Office The
        name
        of the Company shall be “MP Environmental Funding LLC”. All business of the
        Company shall be conducted in such name and all contracts, property and other
        assets of the Company shall be held in that name and the Member shall not
        have
        any ownership interest in such contracts, property or other assets in its
        individual name.

       

      (b)  The
        address of the registered office of the Company in the State of Delaware
        is c/o
        The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street,
        Wilmington, Delaware 19801. The name of the Company’s registered agent at that
        address is The Corporation Trust Company.

       

      (c)  The
        Company may also have offices at such other places both within and without
        the
        State of Delaware as the Member may from time to time determine.

       

    

    
      
        
        

      

      
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    SECTION
      2.03   Business
      Purpose.

     

    (a)  The
      nature of the business or purpose to be conducted or promoted by the Company
      is
      to engage exclusively in the following business and financial
      activities:

     

    (i)  to
      authorize, issue, sell and deliver (A) one or more Series or Tranches of
      Environmental Control Bonds under the Indenture and, in connection therewith,
      to
      execute and deliver Series Supplements, including Series Supplements providing
      for the issuance of additional Series of Environmental Control Bonds, each
      as
      permitted by and in accordance with the terms of the Indenture and
      (B) securities of one or more Additional Issuances;

     

    (ii)  (A) to
      purchase and hold Environmental Control Property and pledge the same and other
      Collateral to the Trustee pursuant to the terms and conditions of the Basic
      Documents and (B) to purchase and hold other collateral and pledge the same
      as permitted by the PSCWV and the terms herein in connection with any Additional
      Issuance;

     

    (iii)  to
      negotiate, authorize, execute, deliver, assume the obligations under, and
      perform, any agreement or instrument or document relating to the activities
      set
      forth in subclauses (i) and (ii) above, including but not limited to agreements
      with third-party credit enhancers and additional swap or hedge agreement
      counterparties relating to any Series of Environmental Control Bonds and any
      Additional Issuance; provided,
      that
      each
      party to any such agreement with the Company shall covenant that it shall not,
      prior to the date which is one year and one day after the termination of the
      Indenture, or the termination of any other indenture pursuant to which any
      Additional Securities are issued, and the payment in full of any Series of
      the
      Environmental Control Bonds and Additional Securities and any other amounts
      owed
      under the Indenture or other indenture pursuant to which Additional Securities
      are issued, including, without limitation, any amounts owed to third-party
      credit enhancers and of all securities of any Additional Issuance, acquiesce,
      petition or otherwise invoke or cause the Company to invoke the process of
      any
      court or Governmental Authority for the purpose of commencing or sustaining
      an
      involuntary case against the Company under any 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; and
      provided, further,
      that
the Company shall be permitted to incur additional indebtedness
      or
      other liabilities payable to service providers in the ordinary course of
      business in connection with the foregoing activities; and
       

      (iv)  to
        engage
        in any activity and to exercise any powers permitted to limited liability
        companies under the laws of the State of Delaware that are related or incidental
        to the foregoing and necessary, convenient or advisable to accomplish the
        foregoing.

       

      (b)  Notwithstanding
        anything in this Agreement to the contrary, the Company, the Member, and
        each
        officer and Manager of the Company on behalf of the Company, acting alone,
        has
        authority and is hereby authorized to enter into and perform the Basic Documents
        and all documents, agreements, certificates or financing statements contemplated
        thereby or related thereto, and to execute and file with the Commission,
        and
        cause 

    

     

    
      
        
        

      

      
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    to
      go
      effective, one or more registration statements, including the Registration
      Statement, all without any further act, vote or approval of any other
      Person.

     

    SECTION
      2.04   Term.
      The
      term of the Company shall continue until the Company is dissolved and wound-up
      in accordance with the LLC Act and this Agreement. The existence of the Company
      as a separate legal entity shall continue until the cancellation of the
      Certificate of Formation in accordance with the LLC Act.

     

    SECTION
      2.05   No
      State Law Partnership.
      The
      Member and the Special Members intend that the Company shall not be a
      partnership (including, without limitation, a general partnership or a limited
      partnership) or joint venture, and that neither the Member, any Special Member
      nor any Manager shall be a partner or joint venturer of the Member, any Special
      Member or any Manager with respect to the business of the Company for any
      purposes, and this Agreement shall not be construed to suggest
      otherwise.

     

    SECTION
      2.06   Authority
      of Member.
      Subject
      to Section 3.04, the Member, acting in such capacity, shall have the authority
      and power to act for and on behalf of the Company, to do any act that would
      be
      binding on the Company, and to incur any expenditures, debts, liabilities and
      obligations on behalf of the Company.

     

    SECTION
      2.07   Liability
      to Third Parties.
      Except
      as otherwise expressly provided by the LLC Act, neither the Member nor any
      Special Member nor any Manager shall be liable personally for the debts,
      obligations or liabilities of the Company (whether arising in contract, tort
      or
      otherwise), including, without limitation, any debts, obligations or liabilities
      of the Company arising under a judgment, decree or order of a court, solely
      by
      reason of such Person being the Member, or a Special Member or Manager of the
      Company.

     

    SECTION
      2.08   No
      Personal Liability of Any Member, Special Member, Manager,
      Etc.


     

    (a)  Except
      as
      otherwise expressly provided by the LLC Act, the debts, obligations and
      liabilities of the Company, whether arising in contract, tort or otherwise,
      shall be the debts, obligations and liabilities solely of the Company, and
      neither the Member nor any Special Member nor any Manager shall be obligated
      personally for any such debt, obligation or liability of the
      Company solely by reason of such Person being a Member, Special Member or
      Manager.
       

      (b)  To
        the
        fullest extent permitted by law, neither the Member nor any Special Member
        nor
        any officer, Manager, employee or agent of the Company, nor any employee,
        agent
        or Affiliate of the Member, a Manager or a Special Member (collectively,
        the
“Covered Persons”) shall be liable to the Company or the Member, any Special
        Member or any Manager for any loss, damage or claim incurred by reason of
        any
        act or omission performed or omitted by such Covered Person in good faith
        on
        behalf of the Company and in a manner reasonably believed to be within the
        scope
        of the authority conferred on such Covered Person by this Agreement, except
        that
        a Covered Person shall be liable for any loss, damage or claim incurred by
        reason of such Covered Person’s gross negligence or willful misconduct, and
        except that a Manager shall be liable for (i) liabilities arising from the
        failure by such Manager to perform 

    

     

    
      
        
        

      

      
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    obligations
      expressly undertaken by it in this Agreement and (ii) taxes, fees or other
      charges, based on or measured by any fees, commissions or compensation received
      by such Manager in connection with the transactions described in this Agreement
      and the Basic Documents.

     

    SECTION
      2.09   Separateness.
      Except
      for financial reporting purposes (to the extent required by GAAP) and for
      federal income tax purposes and, to the extent consistent with applicable state
      tax law, state income and corporation business tax purposes, the Member and
      the
      Managers shall take all steps necessary to continue the identity of the Company
      as a separate legal entity and to make it apparent to third Persons that the
      Company is an entity with assets and liabilities distinct from those of the
      Member, Affiliates of the Member or any other Person, and that the Company
      is
      not a division of any of the Affiliates of the Company or any other Person.
      In
      that regard, and without limiting the foregoing in any manner:

     

    (a)  Except
      as
      provided in the Basic Documents, the funds and other assets of the Company
      shall
      not be commingled with those of any other Person, and the Company shall maintain
      its accounts separate from the Member and any other Person.

     

    (b)  The
      Company shall not hold itself out as being liable for the debts of any other
      Person, and shall conduct its own business in its own name.

     

    (c)  The
      Company shall not form, or cause to be formed, any subsidiaries.

     

    (d)  The
      Company shall act solely in its limited liability company name and through
      its
      duly authorized Member, Special Members, Managers, officers or agents in the
      conduct of its business, and shall conduct its business so as not to mislead
      others as to the identity of the entity or assets with which they are concerned
      and (except as provided in the Basic Documents) shall at all times maintain
      its
      assets in a manner that facilitates their identification and segregation from
      those of the Member or any of its Affiliates or any other Person.

     

    (e)  The
      Company shall practice and adhere to organizational formalities, such as
      maintaining separate records, books of account and financial statements, and
      shall not commingle its records and books of account with the records and books
      of account of the Member or any of its Affiliates or any other
      Person.

     

    
      (f)  The
        Managers shall act by written consent or hold appropriate meetings to authorize
        all of the Company’s limited liability company actions, which meetings may be
        held by telephone conference call or by electronic transmission. The Company
        shall observe all formalities required by this Agreement.

       

      (g)  The
        Company shall at all times remain solvent and ensure that its capitalization
        is
        adequate in light of its business and purpose, provided, however, the foregoing
        shall not require the Member to make any additional capital contributions
        to the
        Company.

       

      (h)  Neither
        the Member nor any Special Member nor any Manager shall guarantee, become
        liable
        on or hold itself out as being liable for the debts of the Company. The Company
        shall not guarantee or become obligated for the debts of the Member, any
        Special
        Member, any Manager, any Affiliate of the foregoing or any other Person,
        or
        otherwise hold out 

       

    

    
      
        
        

      

      
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    its
      credit as being available to satisfy the obligations of the Member, any Special
      Member, any Manager or any other Person, shall not pledge its assets for the
      benefit of any Person other than the Trustee for the benefit of the Holders
      of
      the Environmental Control Bonds, shall not make loans or advances to any Person,
      and shall not acquire obligations or securities of the Member, any Special
      Member, any Manager or any Affiliate of the foregoing.

     

    (i)  The
      Company shall pay its own liabilities out of its own funds, including fees
      and
      expenses earned by Allegheny Energy Service Corporation, as administrator,
      pursuant to the Administration Agreement, Mon Power, as servicer, pursuant
      to
      the Servicing Agreement and MP Funding, as Seller, pursuant to the Sale
      Agreement, provided, however, the foregoing shall not require the Member to
      make
      any additional capital contributions to the Company.

     

    (j)  The
      Company shall maintain an arm’s-length relationship with its
      Affiliates.

     

    (k)     
      The
      Company shall allocate fairly and reasonably, on market-based terms, any
      overhead for office space shared with the Member, any Special Member or any
      Manager.

     

    (l)      
      The
      Company shall use its own separate stationery, invoices, checks and other
      business forms distinct from those of the Member or any of its Affiliates or
      any
      other Person.

     

    (m)     The
      Company shall hold itself out as a separate entity and correct any known
      misunderstanding regarding its separate identity.

     

    (n)     The
      Company shall not engage in any activity other than (i) those activities
      expressly permitted under this Agreement and the Basic Documents to which it
      is
      a party, nor will the Company enter into any agreement other than those
      necessary to fulfill the purposes of the Company as described in Section 2.03
      hereof and such other agreements that are permitted by the Basic Documents
      and
      are necessary or desirable for the Company to exercise its rights and perform
      its obligations under such Basic Documents and this Agreement and
      (ii) those activities reasonable and necessary to undertake an offering of
      Additional Securities, as authorized by the PSCWV.

     

    
      (o)    
        To
        the
        fullest extent permitted by law, the Company shall make all decisions with
        respect to its business and daily operations independently and in the Company’s
        best interest without obligation or reference to how such decision might
        affect
        any other Person, including the Member or any of its Affiliates; provided,
        that
        the officer making any particular decision may also be an employee, officer
        or
        director of the Member, any other member, or any of their respective
        Affiliates.

       

      (p)    
        The
        Company shall maintain office space separate from the office space of the
        Member, any other member and any of their respective Affiliates (but which
        may
        be located at the same address).

       

      (q)    
        The
        Company shall allocate, on an arm’s-length basis, all shared corporate operating
        services, leases and expenses and otherwise maintain an arm’s-length
        relationship with the Member, any other members and any of their respective
        Affiliates.

    

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    (r)     
      The
      Company, without the consent of the Independent Managers, shall not file or
      otherwise initiate or support the filing of a motion in any Bankruptcy or other
      insolvency proceeding involving the Member, any other member or any of their
      respective Affiliates to substantively consolidate the Member or any Affiliate
      of the Member with the Company.

     

    (s)    
      The
      Company shall not acquire obligations or securities of the Member, any other
      member or any of their respective Affiliates.

     

    Failure
      of the Company, the Member, any Special Member or any Manager on behalf of
      the
      Company to comply with any of the foregoing covenants or any of the covenants
      contained in this Agreement shall not affect the status of the Company as a
      separate legal entity or the limited liability of the Member, any Special Member
      or any Manager.

     

    SECTION
      2.10   Limited
      Liability and Bankruptcy Remoteness.
      Without
      limiting the generality of Section 2.09, the Company shall be operated in such
      a
      manner as the Managers deem reasonable and necessary or appropriate to
      preserve:

     

    (a)  the
      limited liability of MP Funding (or its successor) as the Member in the Company
      and the limited liability of the Special Members,

     

    (b)  the
      separateness of the Company from the business of MP Funding (or its successor),
      as the Member of the Company, or any other Affiliate thereof, and 

     

    (c)  until
      the
      expiration of the one year and one day period of time as specified in Section
      9.05(a), the bankruptcy-remote status of the Company.

     

    SECTION
      2.11   Additional
      Issuance. If
      the Company receives a financing order or other authorization or approval from
      the PSCWV, the Company may, in its sole discretion, acquire additional and
      separate property (including property other than Environmental Control Property)
      and issue one or more Additional Issuances that are backed by such separate
      additional property. Any new Additional Issuance may include terms and
      provisions unique to that Additional Issuance.

     

    
      (a)  The
        Company shall not issue additional Environmental Control Bonds or other
        Additional Securities if the Additional Issuance would result in the
        then-current ratings on any Outstanding Series of Environmental Control Bonds
        or
        other Outstanding Additional Securities being reduced or withdrawn.

       

      (b)  The
        following conditions must be satisfied in connection with any Additional
        Issuance:

       

      (i)  if
        the
        Additional Issuance is a new series of Environmental Control Bonds, such
        Bonds
        shall be rated “Aaa” by Moody’s and “AAA” by S&P and Fitch;

       

      (ii)  each
        Additional Issuance shall have recourse only to the assets pledged in connection
        with such Additional Issuance, shall be nonrecourse to any of the Company’s
        other assets and shall not constitute a claim against the Company if cash
        flow
        from the pledged assets is insufficient to pay such Additional Issuance in
        full;

       

    

    
      
        
        

      

      
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    (iii)  the
      Company has delivered to the Trustee an Opinion of Counsel of a nationally
      recognized firm experienced in such matters to the effect that after such
      issuance, in the opinion of such counsel, if either or both of Mon Power or
      the
      Seller were to become a debtor in a case under the United States Bankruptcy
      Code
      (Title 11, U.S.C.), a federal court exercising bankruptcy jurisdiction and
      exercising reasonable judgment after full consideration of all relevant factors
      would not order substantive consolidation of the assets and liabilities of
      the
      Company with those of the bankruptcy estate of Mon Power or the Seller, subject
      to the customary exceptions, qualifications and assumptions contained
      therein;

     

    (iv)  the
      Company has delivered to the Trustee a certificate meeting the criteria of
      Section 3.19(c)(iv) of the Indenture stating that the securities issued pursuant
      to such Additional Issuance shall have the benefit of a true-up
      mechanism;

     

    (v)  the
      transaction documentation for such Additional Issuance provides that holders
      of
      the securities of such Additional Issuance will not file or join in the filing
      of any bankruptcy petition against the Company;

     

    (vi)  if
      the
      holders of the securities of any Additional Issuance are deemed to have any
      interest in any of the Collateral pledged under the Indenture (other than
      Collateral pledged with respect to such Additional Issuance), the holders of
      such securities must agree that any such interest is subordinate to the claims
      and rights of the Holders of such other related sereies of Environmental Control
      Bonds;

     

    (vii)  the
      Additional Issuance shall have its own bank accounts or trust accounts;
      and

     

    (viii)  the
      Additional Issuance shall bear its own trustees fees and servicer fees, except
      that the allocation of such fees with respect to any Additional Issuance of
      Environmental Control Bonds shall be governed by the terms of the Indenture
      and
      the Servicing Agreement.

     

    
       

      ARTICLE
        III

      MANAGEMENT

       

      SECTION
        3.01   Management
        by Managers.
        Except
        as otherwise expressly set forth in this Agreement, the powers of the Company
        shall be exercised by or under the authority of, and the business and affairs
        of
        the Company shall be managed under the direction of, the Managers.

       

      SECTION
        3.02   Acts
        by Managers.

       

      (a)  The
        Managers shall be obliged to devote only as much of their time to the Company’s
        business as shall be reasonably required in light of the Company’s business and
        objectives. A Manager shall perform his or her duties as a Manager in good
        faith, in a manner he or she reasonably believes to be in the best interests
        of
        the Company, and with such care as an ordinarily prudent person in a like
        position would use under similar circumstances.

       

    

    
      
        
        

      

      
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    (b)  Every
      Manager is an agent of the Company for the purpose of its business, and the
      act
      of every Manager, including the execution in the name of the Company of any
      instrument for carrying on the business of the Company, binds the Company,
      unless such act is in contravention of this Agreement or unless the Manager
      so
      acting otherwise lacks the authority to act for the Company and the Person
      with
      whom he or she is dealing has knowledge of the fact that he or she has no such
      authority.

     

    (c)  The
      Managers shall have the right and authority to take all actions which the
      Managers deem necessary, useful or appropriate for the day-to-day management
      and
      conduct of the Company’s business.

     

    (d)  The
      Managers may exercise all powers of the Company and do all such lawful acts
      and
      things as are not required or directed by the LLC Act, other applicable law
      or
      this Agreement to be exercised or done by the Member. Except as provided in
      Section 2.03(b), all instruments, contracts, agreements and documents providing
      for the acquisition or disposition of property of the Company shall be valid
      and
      binding on the Company if executed by one or more of the Managers. Except as
      provided in Section 2.03(b), all instruments, contracts, agreements and
      documents of whatsoever type executed on behalf of the Company shall be executed
      in the name of the Company by one or more Managers.

     

    SECTION
      3.03   Number
      and Qualifications.
      The
      number of Managers of the Company shall be as determined by the Member from
      time
      to time but shall not be less than five, and no decrease in the number of
      Managers shall have the effect of shortening the term of any incumbent Manager.
      The Member hereby determines the initial number of Managers to be
      five.

     

    SECTION
      3.04   Independent
      Managers.

     

    (a)  The
      Company shall have at all times at least two individuals who are Independent
      Managers. One Independent Manager shall be appointed by the Member and the
      other
      Independent Manager shall be appointed by PSCWV in accordance with Section
      3.04(e). The Independent Managers may not delegate their duties, authorities
      or
      responsibilities hereunder. If any Independent Manager resigns, dies or becomes
      incapacitated, or such position is otherwise vacant, no action
      requiring the unanimous affirmative vote of the Managers shall be taken until
      a
      successor Independent Manager is appointed by the Member or the PSCWV as
      applicable and such successor Independent Manager qualifies and approves such
      action.
       

      (b)  Notwithstanding
        any other provision of this Agreement and any provision of law that otherwise
        so
        empowers the Company, the Member, any Special Member, any Manager or any
        other
        Person, the Company shall not, and neither the Member nor any Special Member
        nor
        any Manager nor any other Person on behalf of the Company shall, without
        the
        prior unanimous consent of the Managers, including each of the Independent
        Managers, do any of the following: (i) engage in any business or activity
        other
        than those set forth in Article II; (ii) except as provided in the Basic
        Documents, incur any indebtedness, other than the Environmental Control Bonds,
        obligations under agreements with third party credit enhancers and swap or
        hedge
        agreement counterparties relating to any Series of Environmental Control
        Bonds
        and ordinary course expenses incurred in accordance with Article II, or assume
        or guarantee any indebtedness of any other entity; (iii) make a general
        assignment for the benefit of 

    

     

    
      
        
        

      

      
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    creditors;
      (iv) file a petition commencing a voluntary bankruptcy case; (v) file a petition
      or answer seeking reorganization, arrangement, composition, readjustment,
      liquidation, dissolution or similar relief under any statute, law or regulation;
      (vi) file an answer or other pleading admitting or failing to contest the
      material allegations of a petition filed against the Company in any proceeding
      seeking reorganization, arrangement, composition, readjustment, liquidation,
      dissolution or similar relief under any statute, law or regulation, or the
      entry
      of any order appointing a trustee, liquidator or receiver of the Company or
      of
      the Company’s assets or any substantial portion thereof; (vii) seek, consent to
      or acquiesce in the appointment of a trustee, receiver or liquidator of the
      Company or of all or any substantial part of the Company’s assets; (viii)
      consolidate, convert or merge with or into any other entity or convey or
      transfer substantially all of the Company’s properties and assets substantially
      as an entirety to any entity; or (ix) amend this Agreement or take any action
      in
      furtherance of any such action. With regard to any action contemplated by the
      preceding sentence, or with regard to any action taken or determination made
      at
      any time when the Company is insolvent, each Independent Manager will, to the
      fullest extent permitted by law, owe its primary fiduciary duty to the Company
      (including the creditors of the Company).

     

    (c)  At
      all
      times, one of the Managers shall have been selected by and shall be subject
      to
      removal by the PSCWV and shall be an Independent Manager. Such Independent
      Manager shall be compensated in accordance with the terms of the Financing
      Order
      The Company shall submit the name of a proposed Independent Manager to the
      PSCWV, and the PSCWV shall either affirmatively approve or disapprove the
      appointment of such Person as an Independent Manger within fifteen days. If
      the
      PSCWV does not approve or disapprove such proposal within fifteen days, such
      PSCWV approval shall have been deemed to have been made. If the PSCWV
      disapproves such proposal, the PSCWV may select any individual the PSCWV deems
      appropriate, so long as such individual qualifies as an “Independent Manager”
pursuant to the definition herein.

     

    SECTION
      3.05   Appointment
      and Vacancy.
      The
      Member will appoint each Manager other than the Manager approved by the PSCWV
      in
      accordance with the terms of Section 3.04(e), including any Manager to be
      appointed by reason of an increase in the number of Managers. The
      initial Managers hereby appointed by the Member and the PSCWV are listed on
      Schedule B attached hereto.
       

      SECTION
        3.06   Term.
        Each
        Manager shall hold office until his or her successor shall be selected by
        the
        Member and qualified, or until his or her earlier death, resignation or removal
        as provided in this Agreement.

       

      SECTION
        3.07   Removal.
        Subject
        to Section 3.04(a) and Section 3.15, the Member may remove, with or without
        cause, any Manager. However, the Member may not remove the Independent Manager
        selected or deemed selected by the PSCWV pursuant to Section
        3.04(c).

       

      SECTION
        3.08   Resignation.
        Any
        Manager may resign at any time. Such resignation shall be made in writing
        and
        shall take effect at the time specified therein or, if no time is specified
        therein, at the time of its receipt by the remaining Managers; provided, that
        the
        resignation of an Independent Manager shall not be effective until a replacement
        Independent 

    

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    Manager
      has been appointed. The acceptance of a resignation shall not be necessary
      to
      make it effective, unless so expressly provided in the resignation.

     

    SECTION
      3.09   Place
      of Meetings of Managers.
      Any
      meetings of the Managers may be held either within or without the State of
      Delaware at such place or places as shall be determined from time to time by
      resolution of the Managers.

     

    SECTION
      3.10   Meetings
      of Managers.
      Meetings of the Managers may be held when called by any Manager or Managers.
      The
      Manager or Managers calling any meeting shall cause notice to be given of such
      meeting, including therein the time, date and place of such meeting, to each
      Manager at least two Business Days before such meeting. The business to be
      transacted at, or the purpose of, any meeting of the Managers shall be specified
      in the notice or waiver of notice of any such meeting. If fewer than all of
      the
      Managers are present in person, by telephone or by proxy, business transacted
      at
      any such meeting shall be confined to the business or purposes specifically
      stated in the notice or waiver of notice of such meeting.

     

    SECTION
      3.11   Quorum;
      Majority Vote.
      At all
      meetings of the Managers, the presence in person, by telephone or by proxy
      of a
      majority of the Managers shall be necessary and sufficient to constitute a
      quorum for the transaction of business unless a greater number is required
      by
      this Agreement or by law. The act of a majority of the Managers present in
      person, by telephone or by proxy at a meeting at which a quorum is present
      in
      person, by telephone or by proxy shall be the act of the Managers, except as
      otherwise provided by law or this Agreement. If a quorum shall not be present
      in
      person, by telephone or by proxy at any meeting of the Managers, the Managers
      present in person, by telephone or by proxy at the meeting may adjourn the
      meeting from time to time, without notice other than announcement at the
      meeting, until a quorum shall be present in person, by telephone or by
      proxy.

     

    SECTION
      3.12   Methods
      of Voting; Proxies.
      A
      Manager may vote either in person, by telephone, electronic transmission or
      by
      proxy executed in writing by the Manager; provided,
      that
      the
      Person designated to act as proxy for an Independent Manager must be an
      Independent Manager.

     

    
      SECTION
        3.13   Actions
        Without a Meeting.
        Any
        action required or permitted to be taken at a meeting of the Managers may
        be
        taken without a meeting, without prior notice, and without a vote, if a consent
        in writing, setting forth the action so taken, is signed by the Managers
        having
        not fewer than the minimum number of votes that would be necessary to take
        the
        action at a meeting at which all Managers entitled to vote on the action
        were
        present and voted. Copies of any such consents shall be filed with the minutes
        and permanent records of the Company.

       

      SECTION
        3.14   Telephone
        and Similar Meetings.
        The
        Managers, or members of any committee thereof, may participate in and hold
        meetings by means of conference telephone or similar communications equipment
        by
        means of which all persons participating in the meeting can hear each other.
        Such participation in any such meeting shall constitute presence in person
        at
        such meeting, except where a Person participates in such meeting for the
        express
        purpose of objecting to the transaction of any business on the ground that
        such
        meeting is not lawfully called or convened.

    

     

    
      
        
        

      

      
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    SECTION
      3.15   Managers.
      The
      Member and each Manager shall take all actions necessary from time to time
      to
      ensure that at all times the number of Managers shall not be less than five;
      provided,
      however,
      that
      pursuant to Section 3.04, the Company shall at all times have at least two
      Independent Managers.

     

    ARTICLE
      IV

    OFFICERS

     

    SECTION
      4.01   Designation;
      Term; Qualifications.
      The
      Managers may, from time to time, designate one or more Persons to be officers
      of
      the Company. Any officer so designated shall have such title and authority
      and
      perform such duties as the Managers may, from time to time, delegate to them.
      Each officer shall hold office for the term for which such officer is designated
      and until his or her successor shall be duly designated and shall qualify or
      until his or her death, resignation or removal as provided in this Agreement.
      Any Person may hold any number of offices. No officer need be a Manager, the
      Member, a Delaware resident, or a United States citizen. To the extent the
      Managers do not enumerate the powers and duties of an officer of the Company,
      such officers shall have the powers and duties of an officer with a comparable
      title of a corporation organized under the General Corporation Law of the State
      of Delaware. The persons identified on Schedule C are hereby designated the
      initial officers of the Company.

     

    SECTION
      4.02   Removal
      and Resignation.
      Any
      officer of the Company may be removed as such, with or without cause, by the
      Managers at any time. Any officer of the Company may resign as such at any
      time
      upon written notice to the Company. Such resignation shall be made in writing
      and shall take effect at the time specified therein or, if no time is specified
      therein, at the time of its receipt by the Managers.

     

    SECTION
      4.03   Vacancies.
      Any
      vacancy occurring in any office of an officer of the Company shall be filled
      by
      the Managers.

     

    
      SECTION
        4.04   Compensation.
        The
        compensation, if any, of the officers of the Company shall be fixed from
        time to
        time by the Managers.

       

      ARTICLE
        V

      MEMBER

       

      SECTION
        5.01   Compensation
        of Member.
        The
        Company shall have authority to pay to the Member reasonable compensation
        for
        the Member’s services to the Company. It is understood that the compensation
        paid to the Member under the provisions of this Section 5.01 shall be determined
        without regard to the income of the Company, shall not be deemed to constitute
        distributions to the recipient of any profit, loss or capital of the Company
        and
        shall be considered as an operating expense of the Company.

       

    

    
      
        
        

      

      
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    SECTION
      5.02   Actions
      of Member.
      All
      actions of the Member may be taken by written resolution of the Member which
      shall be signed on behalf of the Member by an authorized officer of the Member
      and filed with the minutes and permanent records of the Company.

     

    SECTION
      5.03   Control
      by Member.
      To the
      extent the Member takes any action with respect to the Company (including by
      means of its appointment of any individual Manager or its control or employment
      of any individual Manager in any other capacity), the Member, or any such
      Manager, as applicable, will act in good faith in accordance with the terms
      of
      this Agreement, and make decisions with respect to the business and daily
      operations of the Company independent of, and not dictated by, in the case
      of
      any such Manager, the Member, or in either case any Affiliate of the foregoing,
      and, to the fullest extent permitted by law, each Independent Manager shall
      bear
      a fiduciary duty to the Company (including its creditors) under the
      circumstances set forth in Section 3.04.

     

    SECTION
      5.04   Special
      Members.
      Upon
      the occurrence of any event that causes the Member to cease to be a member
      of
      the Company other than by a transfer by the Member of its limited liability
      company interest in the Company pursuant to Section 6.01 and the admission
      of a
      substitute Member pursuant to Section 6.01, each person acting as an Independent
      Manager pursuant to Section 3.04 shall, without any action of any Person and
      simultaneously with the Member ceasing to be a member of the Company,
      automatically be admitted to the Company as a special member (a “Special
      Member”) and shall continue the Company without dissolution. No Special Member
      may resign from the Company or transfer its rights as a Special Member unless
      (a) a successor Special Member has been admitted to the Company as a Special
      Member by executing a counterpart to this Agreement and (b) such successor
      has
      also accepted its appointment as Independent Manager; provided,
      however,
      the
      Special Members shall automatically cease to be members of the Company upon
      the
      admission to the Company of a substitute Member appointed by the personal
      representative of the last Member that ceased to be a member of the Company.
      Each Special Member shall be a member of the Company that has no interest in
      the
      profits, losses and capital of the Company and has no right to receive any
      distributions of Company assets. Pursuant to Section 18-301 of the LLC Act,
      a
      Special Member shall not be required to make any capital contributions to the
      Company and shall not receive a limited liability company interest in the
      Company. A Special Member, in its capacity as Special Member, may not bind
      the
      Company. Except as required by any mandatory provision of the LLC
      Act, each Special Member, in its capacity as Special Member, shall have no
      right
      to vote on, approve or otherwise consent to any action by, or matter relating
      to, the Company, including, without limitation, the merger, consolidation or
      conversion of the Company. In order to implement the admission to the Company
      of
      each Special Member pursuant to this Section 5.04, each person acting as an
      Independent Manager pursuant to Section 3.04 shall execute a counterpart to
      this
      Agreement. Prior to its admission to the Company as Special Member, each person
      acting as an Independent Manager pursuant to Section 3.04 shall not be a member
      of the Company.

     

    
      
        
        

      

      
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    ARTICLE
      VI

    COMMON
      INTEREST

     

    SECTION
      6.01   General.
      The
      Common Interest constitutes personal property and shall be freely transferable
      and assignable in whole but not in part upon registration of such transfer
      and
      assignment on the books of the Company in accordance with the procedures
      established for such purpose by the Managers of the Company. Immediately upon
      registration of the transfer and assignment of the Common Interest on the books
      of the Company and execution by the transferee/assignee of an instrument
      evidencing its agreement to be bound by this Agreement and without the need
      for
      any other action by any Person, the transferee/assignee shall be and become
      the
      sole Member of the Company and shall have the rights and powers, and be subject
      to the restrictions and liabilities, of the Member under this Agreement and
      the
      LLC Act, and the transferor/assignor shall cease to be the Member, each as
      of
      the date of such registration. Notwithstanding the foregoing, the Common
      Interest may not be transferred unless S&P shall have confirmed in writing
      to the Trustee and the Company that such transfer will not result in a reduction
      or withdrawal of the then current rating by any such Rating Agency of any
      outstanding Series or Tranche of Environmental Control Bonds and any outstanding
      securities of all Additional Issuances and ten days prior written notice of
      such
      transfer shall be provided to Moody’s and Fitch. 

     

    SECTION
      6.02   Distributions.
      The
      Member shall be entitled to receive, out of the assets of the Company legally
      available therefor, when, as and if declared by the Managers, distributions
      payable in cash in such amounts, if any, as the Managers shall declare.
      Notwithstanding any provision to the contrary contained in this Agreement,
      the
      Company shall not be required to make a distribution to the Member on account
      of
      its interest in the Company if such distribution would violate the LLC Act
      or
      any other applicable law or any Basic Document.

     

    SECTION
      6.03   Rights
      on Dissolution and Winding Up.

     

    (a)  In
      the
      event of any dissolution and winding up of the Company, the Member shall be
      entitled to all remaining assets of the Company available for distribution
      to
      the Member after satisfaction (whether by payment or reasonable provision for
      payment) of all liabilities, debts and obligations of the Company to creditors,
      as set forth in Section 18-804 of the LLC Act.

     

    (b)  Neither
      the sale of all or substantially all of the property or business of the Company,
      nor the merger, conversion or consolidation of the Company into or with another
      company or other entity, shall be deemed to be a dissolution,
      liquidation or winding up, voluntary or involuntary, for the purpose of this
      Section 6.03.
       

      (c)  The
        commencement of a Bankruptcy, insolvency, receivership or other similar
        proceeding by or against the Company, any Special Member or the Member shall
        not, by itself, result in the dissolution of the Company or in the cessation
        of
        the interest of the Member in the Company. The resignation of the Member
        or any
        Special Member or the dissolution of the Member or any Special Member shall
        not,
        by itself, constitute a dissolution of the Company.

    

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    (d)  Upon
      the
      occurrence of any event that causes the last remaining member of the Company
      to
      cease to be a member of the Company, to the fullest extent permitted by law,
      the
      personal representative of such member is hereby authorized to, and shall,
      within ninety days after the occurrence of the event that terminated the
      continued membership of such member in the Company, agree in writing (i) to
      continue the Company and (ii) to the admission of the personal representative
      or
      its nominee or designee, as the case may be, as a substitute member of the
      Company, effective as of the occurrence of the event that terminated the
      continued membership of the last remaining member of the Company in the
      Company.

     

    (e)  Notwithstanding
      any other provision of this Agreement, the Bankruptcy of the Member or any
      Special Member shall not cause the Member or Special Member, respectively,
      to
      cease to be a member of the Company, and, upon the occurrence of such an event,
      the business of the Company shall continue without dissolution.

     

    SECTION
      6.04   Redemption.
      The
      Common Interest shall not be redeemable.

     

    SECTION
      6.05   Voting
      Rights.
      The
      Member shall have the sole right to vote on all matters as to which members
      of a
      limited liability company shall be entitled to vote pursuant to the LLC Act
      and
      other applicable law.

     

    SECTION
      6.06   Class.
      The
      Company shall have one class of Common Interest.

     

    SECTION
      6.07   Capital
      Contributions.
      The
      Member shall contribute the amount of cash to the Company listed on Schedule
      A
      attached hereto. The Member is not required to make any additional capital
      contribution to the Company. To the extent that the Member makes an additional
      capital contribution to the Company, the Member shall revise Schedule A
      accordingly.

     

    ARTICLE
      VII

    ALLOCATIONS;
      DISTRIBUTIONS; EXPENSES;

    TAXES;
      BOOKS; REPORTS; AND BANK ACCOUNTS

     

    SECTION
      7.01   Allocations.
      All
      items of income, gain, loss, deduction and credit of the Company for each Fiscal
      Year shall be allocated to the Member. Any credit available for federal income
      tax purposes shall be allocated to the Member in the same manner.

    
       

      SECTION
        7.02   Expenses.
        Except
        as otherwise provided in this Agreement, and subject to the provisions of
        the
        Basic Documents and the documents governing the terms of any Additional
        Issuance, the Company shall be responsible for all of its own expenses and
        the
        allocation thereof including without limitation:

       

      (a)  all
        expenses incurred by the Member or its Affiliates in organizing the
        Company;

       

    

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    (b)  all
      expenses related to the payment of the principal of and interest on the
      Environmental Control Bonds and the securities of any Additional Issuance issued
      by the Company;

     

    (c)  all
      expenses related to the business of the Company and all routine administrative
      expenses of the Company, including any amounts payable under the Administration
      Agreement and the Servicing Agreement, the maintenance of books and records
      of
      the Company, and the preparation and dispatch to the Member of checks, financial
      reports, tax returns and notices required pursuant to this
      Agreement;

     

    (d)  all
      expenses incurred in connection with any litigation or arbitration involving
      the
      Company (including the cost of any investigation and preparation) and the amount
      of any judgment or settlement paid in connection therewith;

     

    (e)  all
      expenses for indemnity or contribution payable by the Company to any
      Person;

     

    (f)  all
      expenses incurred in connection with the collection of amounts due to the
      Company from any Person;

     

    (g)  all
      expenses incurred in connection with the preparation of amendments to this
      Agreement;

     

    (h)  all
      expenses incurred in connection with the liquidation, dissolution and winding
      up
      of the Company; and

     

    (i)  all
      expenses otherwise allocated in good faith to the Company by the
      Managers.

     

    SECTION
      7.03   Annual
      Tax Information.
      The
      Managers shall cause the Company to deliver to the Member all information
      necessary for the preparation of the Member’s federal or state income tax
      return.

     

    SECTION
      7.04   Tax
      Matters.
      (a) The
      Member shall communicate and negotiate with the Internal Revenue Service on
      any
      tax matter on behalf of the Member and the Company.

     

    (b) The
      Member acknowledges that at all times that two or more persons or entities
      hold
      equity interests in the Company for federal income tax purposes (i) it is the
      intention of the Company to be treated as a “partnership” for federal and all
      relevant state tax purposes, and (ii) the Company will be treated
      as a “partnership” for federal and all relevant state tax purposes and shall
      make all available elections to be so treated. Until such time, however, it
      is
      the intention of the Member that the Company be disregarded for federal and
      all
      relevant state tax purposes and that the activities of the Company be deemed
      to
      be activities of the Member for such purposes. All provisions of the Company’s
      certificate of formation and this Agreement are to be construed so as to
      preserve that tax status under those circumstances.
       

    

     

    
      
        
        

      

      
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    (c) In
      accordance with the provisions of Treasury Regulations section 301.7701-3,
      the
      Company will not elect to be treated as a corporation for Federal income tax
      purposes, and therefore will be treated as either a disregarded entity or a
      division of the Member. Any other election under any provision of any tax law
      shall be made only by the Managers or by a person authorized to do so by the
      Managers.

     

    SECTION
      7.05   Maintenance
      of Books.
      The
      Company shall keep books and records of accounts and shall keep minutes of
      the
      proceedings of the Member and the Managers. The Fiscal Year shall be the
      accounting year of the Company.

     

    SECTION
      7.06   Reports.
      Within
      sixty days following the end of each Fiscal Year during the term of the Company,
      the Managers shall cause to be furnished to the Member a balance sheet, an
      income statement and a statement of changes in the Member’s capital account for,
      or as of the end of, that Fiscal Year. Such financial statements shall be
      prepared in accordance with the accounting method selected by the Managers
      consistently applied (except as therein noted), and shall be accompanied by
      an
      audit report from a nationally recognized accounting firm. The Managers also
      may
      cause to be prepared or delivered such other reports as they may deem
      appropriate. The Company shall bear the costs of all such financial statements
      and reports.

     

    SECTION
      7.07   Bank
      and Investment Accounts.
      The
      Managers shall establish and maintain one or more separate bank and investment
      accounts and arrangements for Company funds in the Company name with such
      financial institutions and firms as the Managers determine.

     

    ARTICLE
      VIII

    INDEMNIFICATION

     

    SECTION
      8.01   Mandatory
      Indemnification of the Member, the Special Members and the
      Managers.
      Any
      Person who was or is a party or is threatened to be made a party to, or is
      involved in, any threatened, pending or completed suit in equity, action at
      law
      or other judicial or administrative proceeding (hereafter a “Proceeding”), or
      any appeal in such a Proceeding or any inquiry or investigation that could
      lead
      to such a Proceeding, by reason of the fact that such Person is or was the
      Member, a Special Member or a Manager, or by reason of the fact that the Member,
      such Special Member or such Manager is or was serving at the request of the
      Company as a member, director, manager, officer, partner, venturer, proprietor,
      trustee, employee, agent or similar functionary of another foreign or domestic
      corporation, limited liability company, partnership, joint venture, trust,
      sole
      proprietorship, employee benefit plan or other enterprise, shall be indemnified
      by the Company to the fullest extent permitted by applicable law, as the same
      exists or may hereafter be amended (but, in the case of any such amendment,
      only
      to the extent that such amendment permits the Company to provide greater or
      broader indemnification rights than such law permitted the Company to provide
      prior to such amendment) against judgments, penalties (including, without
      limitation, excise and similar taxes and punitive damages), fines, settlements
      and reasonable expenses (including, without limitation, reasonable attorneys’
fees) actually incurred by such Person in connection with such Proceeding;
provided,
      that such
      judgments, penalties, settlements, fines or other expenses are not directly
      caused by the negligence or willful misconduct of such Person except that such
      Person shall be 

     

    
      
        
        

      

      
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    liable
      for (i) liabilities arising from the failure by such Person to perform
      obligations expressly undertaken by it in this Agreement; and (ii) taxes,
      fees or other charges, based on or measured by any fees, commissions or
      compensation received by such Person in connection with the transactions
      described in this Agreement and the Basic Documents. It is expressly
      acknowledged that the indemnification provided in this Article VIII could
      involve indemnification under theories of strict liability. Notwithstanding
      anything herein to the contrary, including the provisions of Section 8.02,
      for
      so long as any Environmental Control Bonds are outstanding, no payment from
      funds of the Company (as distinct from funds from other sources, such as
      insurance) of any indemnity of the Member, any Special Member or any Manager
      under this Article VIII shall be payable except out of funds available for
      payment of Company expenses as provided in the Indenture.

     

    SECTION
      8.02   Mandatory
      Advancement of Expenses.
      Expenses incurred by a Person of the type entitled to be indemnified under
      Section 8.01 in defending any Proceeding shall be paid or reimbursed by the
      Company in advance of the final disposition of the Proceeding, without any
      determination as to such Person’s ultimate entitlement to indemnification under
      Section 8.01, upon receipt of a written affirmation by such Person of such
      Person’s good faith belief that such Person has met the standard of conduct
      necessary for indemnification under this Agreement and a written undertaking
      by
      or on behalf of such Person to repay all amounts so advanced if it shall
      ultimately be determined that such Person is not entitled to be indemnified
      by
      the Company as authorized in Section 8.01 or otherwise. The written undertaking
      shall be an unlimited general obligation of the Person but need not be secured
      and shall be accepted without reference to financial ability to make
      repayment.

     

    SECTION
      8.03   Indemnification
      of Officers, Employees and Agents.
      To the
      fullest extent permitted by law, the Company shall indemnify and pay and advance
      expenses to an officer, employee or agent of the Company to the same extent
      and
      subject to the same conditions under which it may indemnify and pay and advance
      expenses to the Member, any Special Member or any Manager under this Article
      VIII; and, to the fullest extent permitted by law, the Company shall indemnify
      and pay and advance expenses to any Person who is or was an officer, employee
      or
      agent of the Company and who is or was serving at the request of the Company
      as
      a member, manager, director, officer, partner, venturer, proprietor, trustee,
      employee, agent or similar functionary of another foreign or domestic limited
      liability company, corporation, partnership, joint venture, sole proprietorship,
      trust, employee benefit plan or other enterprise against any liability asserted
      against such Person and incurred by such Person in such a capacity or arising
      out of such Person’s status as such to the same extent and subject to the same
      conditions that the Company may indemnify and pay and advance expenses to the
      Member, any Special Member or any Manager under this Article VIII.

     

    
      SECTION
        8.04   Nonexclusivity
        of Rights.
        Subject
        to Section 8.01, the indemnification and advancement and payment of expenses
        provided by this Article VIII:

       

      (a)  shall
        not
        be deemed exclusive of any other rights to which the Member, a Special Member,
        a
        Manager or other Person seeking indemnification may be entitled under any
        statute, agreement, decision of the Member or disinterested Managers, or
        otherwise both as to action in such Person’s official capacity and as to action
        in another capacity while holding such office;

    

     

    
      
        
        

      

      
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    (b)  shall
      continue as to any Person who has ceased to serve in the capacity which
      initially entitled such Person to indemnity and advancement and payment of
      expenses;

     

    (c)  shall
      inure to the benefit of the heirs, executors, administrators, successors and
      assigns of the Member, such Special Member, such Manager or such other
      Person;

     

    (d)  shall
      not
      exclude any other rights to which a Person seeking indemnification or
      advancement of expenses may be entitled under any agreement, decision of the
      Member, disinterested Managers or otherwise, for either an action of the Member,
      any Special Member or any Manager, officer, employee or agent in the official
      capacity of such Person or an action in another capacity while holding such
      position, except that indemnification, unless ordered by a court, may not be
      made to or on behalf of the Member, any Special Member or any Manager if a
      final
      adjudication established that such Person’s acts or omissions involved gross
      negligence or willful misconduct; and

     

    (e)  shall
      continue for a Person who has ceased to be the Member, a Special Member or
      a
      Manager, officer, employee or agent and inures to the benefit of the heirs,
      executors, administrators, successors and assigns of such a Person.

     

    SECTION
      8.05   Contract
      Rights.
      The
      rights granted pursuant to this Article VIII shall be deemed to be contract
      rights, and no amendment, modification or repeal of this Article VIII shall
      have
      the effect of limiting or denying any such rights with respect to actions taken
      or Proceedings arising prior to any such amendment, modification or
      repeal.

     

    SECTION
      8.06   Insurance.
      The
      Company may purchase and maintain insurance or other arrangement or both, at
      its
      expense, on behalf of itself or any Person who is or was serving as the Member,
      a Special Member or a Manager, officer, employee or agent of the Company or
      as
      an officer, employee or agent of the Member, or is or was serving at the request
      of the Company as a member, manager, director, officer, partner, venturer,
      proprietor, trustee, employee, agent or similar functionary of another foreign
      or domestic limited liability company, partnership, corporation, joint venture,
      sole proprietorship, trust, employee benefit plan or other enterprise, against
      any liability, expense or loss, whether or not the Company would have the power
      to indemnify such Person against such liability under the provisions of this
      Article VIII.

     

    SECTION
      8.07   Savings
      Clause.
      If this
      Article VIII or any portion of this Agreement shall be invalidated on any ground
      by any court of competent jurisdiction, then the Company shall nevertheless
      indemnify and hold harmless the Member, each Special Member, each Manager or
      any
      other Person indemnified pursuant to this Article VIII as to costs, charges
      and
      expenses (including, without limitation, attorneys’ fees), judgments, fines and
      amounts paid in settlement with respect to any action, suit or
      proceeding, whether civil, criminal, administrative or investigative, to the
      fullest extent permitted by any applicable portion of this Article VIII that
      shall not have been invalidated and to the fullest extent permitted by
      applicable law.
       

      SECTION
        8.08   Other
        Ventures.
        Notwithstanding any other provision at law or in equity, it is expressly
        agreed
        that the Member, any Special Member, any Manager and any Affiliates, officers,
        directors, managers, stockholders, partners or employees of the Member, any
        

    

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    Special
      Member or any Manager, may engage in other business ventures of every nature
      and
      description, whether or not in competition with the Company, independently
      or
      with others, and the Company shall not have any rights in and to any independent
      venture or activity or the income or profits derived therefrom.

     

    SECTION
      8.09   Survival.
      The
      foregoing provisions of this Article VIII shall survive any termination of
      the
      Company or this Agreement. 

     

    ARTICLE
      IX

    MISCELLANEOUS
      PROVISIONS

     

    SECTION
      9.01   Offset.
      Whenever the Company is to pay any sum to the Member, any amounts the Member
      owes the Company may be deducted from such sum before payment.

     

    SECTION
      9.02   Notices.
      Except
      as expressly set forth to the contrary in this Agreement, all notices, requests
      or consents provided for or permitted to be given under this Agreement shall
      be
      in writing and shall be given either by depositing such writing in the United
      States mail, addressed to the recipient, postage paid, and registered or
      certified with return receipt requested or by delivering such writing to the
      recipient in person, by reputable overnight courier, or by facsimile or
      electronic transmission; and a notice, request or consent given under this
      Agreement shall be effective on receipt by the Person to whom sent. All notices,
      requests and consents to be sent to the Member shall be sent to or made to
      MP
      Renaissance Funding, LLC, 2215-B Renaissance Drive, Suite #5, Las Vegas, Nevada
      89119 or such other address as the Member may specify by notice to the
      Company and the Managers. Any notice, request or consent to the Company or
      the
      Managers must be given to the Managers at the following address: MP
      Environmental Funding LLC, 2215-B Renaissance Drive, Suite #5, Las Vegas, Nevada
      89119. Whenever any notice is required to be given by law or this Agreement,
      a
      written waiver thereof, signed by the Person entitled to notice, whether before
      or after the time stated therein, shall be deemed equivalent to the giving
      of
      such notice.

     

    SECTION
      9.03   Effect
      of Waiver or Consent.
      A
      waiver or consent, express or implied, to or of any breach or default by any
      Person in the performance by such Person of its obligations with respect to
      the
      Company shall not be a consent or waiver to or of any other breach or default
      in
      the performance by such Person of the same or any other obligations of such
      Person with respect to the Company.

     

    SECTION
      9.04   Governing
      Law; Severability.
      This
      Agreement shall be governed by and shall be construed in accordance with the
      law
      of the State of Delaware, 
      excluding
        any conflict-of-laws rule or principle that
        might refer the governance or the construction of this Agreement to the law
        of
        another jurisdiction. If there is a direct conflict between the provisions
        of
        this Agreement and any mandatory and non-modifiable provision of the LLC
        Act,
        then the applicable provision of the LLC Act shall control. If any provision
        of
        this Agreement or the application thereof to any Person or circumstance is
        held
        invalid or unenforceable to any extent, the remainder of this Agreement and
        the
        application of that provision to other Persons or circumstances shall not
        be
        affected thereby and such provision shall be enforced to the fullest extent
        permitted by law.

    

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    SECTION
      9.05   No
      Bankruptcy Petition; No Dissolution.

     

    (a)  Each
      Member, each Special Member and each Manager hereby covenants and agrees (or
      shall be deemed to have hereby covenanted and agreed) that it shall not, prior
      to the date which is one year and one day after the termination of the
      Indenture, or the termination of any other indenture pursuant to which any
      Additional Securities are issued, and the payment in full of all Series of
      the
      Environmental Control Bonds or Additional Securities and any other amounts
      owed
      under the Indenture or other indenture pursuant to which any Additional
      Securities are issued, including, without limitation, any amounts owed to
      third-party credit enhancers, consent to, or make application for, or institute
      or maintain any action for, the Company to invoke the process of any court
      or
      government authority for the purpose of commencing or sustaining an involuntary
      case against the Company under any 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 of all or any
      substantial part of the property of the Company, or to the fullest extent
      permitted by law ordering the winding up or liquidation of the affairs of the
      Company; provided,
      however,
      that
      nothing in this Section 9.05 shall constitute a waiver of any right to
      indemnification, reimbursement or other payment from the Company pursuant to
      this Agreement.

     

    (b)
        To
      the
      fullest extent permitted by law, each Member, each Special Member and each
      Manager hereby covenants and agrees (or shall be deemed to have hereby
      covenanted and agreed) that, until the termination of the Indenture, or other
      termination of any other indenture pursuant to which any Additional Securities
      are issued, and the payment in full of all Series of the Environmental Control
      Bonds and Additional Securities and any other amounts owed under the Indenture
      or other indenture pursuant to which any Additional Securities are issued,
      including, without limitation, any amounts owed to third-party credit enhancers,
      the Member, such Special Member and such Manager will not consent to, or make
      application for, or institute or maintain any action for, the dissolution of
      the
      Company under Section 18-801 or 18-802 of the LLC Act or otherwise.

     

    (c)
        In
      the
      event that the Member, any Special Member or any Manager takes action in
      violation of this Section 9.05, the Company agrees that it will file an answer
      with the court or otherwise properly contest the taking of such action and
      raise
      the defense that the Member, the Special Member or the Manager, as the case
      may
      be, has agreed in writing not to take such action and should be estopped and
      precluded therefrom and such other defenses, if any, as its counsel advises
      that
      it may assert.

    
       

      (d)
          The
        provisions of this Section 9.05 shall survive the termination of this Agreement
        and the resignation, withdrawal or removal of the Member, any Special Member
        or
        any Manager. Nothing herein contained shall preclude participation by the
        Member, any Special Member or a Manager in assertion or defense of its claims
        in
        any such proceeding involving the Company.

       

      SECTION
        9.06   Amendment.
        This
        Agreement may not be amended, except in writing by the Member, upon prior
        approval of the Trustee and with prior notice to the Rating Agencies and
        notification from each of Moody’s, Fitch and S&P, or their respective
        successors, to the Company, that such amendment will not result in a reduction
        or withdrawal of the then 

    

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    current
      rating by any such Rating Agency of any outstanding Series or Tranche of
      Environmental Control Bonds (except that with regard to Moody’s and Fitch, it
      will be sufficient to provide ten days’ written notice of the
      amendment).

     

    SECTION
      9.07   Headings
      and Sections.
      The
      headings in this Agreement are inserted for convenience only and are in no
      way
      intended to describe, interpret, define or limit the scope, extent or intent
      of
      this Agreement or any provision hereof.

     

    SECTION
      9.08   Binding
      Agreement.
      Notwithstanding any other provision of this Agreement, the Member agrees that
      this Agreement constitutes a legal, valid and binding agreement of the Member,
      and is enforceable against the Member by the Independent Managers, in accordance
      with its terms. In addition, the Independent Managers shall be intended
      beneficiaries of this Agreement.

     

    SECTION
      9.09   Dissolution.
      The
      Company shall be dissolved, and its affairs shall be wound up, upon the first
      to
      occur of the following: (i) the termination of the legal existence of the last
      remaining member of the Company or the occurrence of any other event which
      terminates the continued membership of the last remaining member of the Company
      in the Company unless the Company is continued without dissolution in a manner
      permitted by this Agreement or by the LLC Act; or (ii) the entry of a decree
      of
      judicial dissolution under Section 18-802 of the LLC Act.

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF,
      this
      Agreement is hereby executed by the undersigned as of April 11,
      2007.

     

     

    MEMBER:

    


    MP
      RENAISSANCE FUNDING, LLC


    


    By:          /s/
      Kristine W. Eppes                          

Name:
      Kristine W. Eppes
Title:  
      Vice President, Treasurer and Secretary

    


    


    Agreed
      and Consented to by the Independent Managers:

    


                 
      /s/ Kari L. Johnson                               
Name: 
      Kari L. Johnson

    


                
      /s/ Darryl E. Smith                          
      
Name: 
      Darryl E. Smith

    


    
      
        
        

      

      
        Signature
          Page to Amended and Restated LLC Agreement

        
          

        

      

      
        
        

      

    


    SCHEDULE
      A

     

    SCHEDULE
      OF INITIAL CAPITAL CONTRIBUTION OF MEMBER


     

    COMMON
      INTEREST

     

    
      	
              MEMBER’S
                NAME

            	 	
              INITIAL
                CAPITAL

              CONTRIBUTION*

            	 	
              COMMON
                INTEREST PERCENTAGE

            	 
	
              MP
                Renaissance Funding, LLC

            	 	 	
              $1,722,375 

            	 	 	
              100%

            	
               

            	 


    

    


    


    _________

    *
      0.50%
      of original principal amount of the Environmental Control Bonds.

    


    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    


    SCHEDULE
      B

     

    MANAGERS

     

    Names

    


    
      	
              1.

            	
              Paul
                J. Evanson

            


    

     

    
      	
              2.

            	
              David
                E. Flitman

            


    

     

    
      	
              3.

            	
              Philip
                L. Goulding

            


    

     

    
      	
              4.

            	Kari L. Johnson


    

     

    
      	
              5.

            	Darryl E. Smith


    

     

    
      
        
        

      

      
        B-1

        
          

        

      

      
        
        

      

    


    SCHEDULE
      C


     

    OFFICERS

     

    
      	
              Names

            	 	
              Office

            
	 	 	 
	
              Paul
                J. Evanson

            	 	
              Chief
                Executive Officer

            
	 	 	 
	
              Philip
                L. Goulding

            	 	
              Vice
                President

            
	 	 	 
	
              Thomas
                R. Gardner

            	 	
              Controller

            


    

    


     

     

    
      
        
        

      

      
        C-1

        
          

        

      

      
        
        

      

       

    

    SCHEDULE
      D

     

    Management
      Agreement

     

    ________
      __, 200_

     

    MP
      Environmental Funding LLC 


     

    [                                   
      ]

     

     

    
      	 	Re:	Management Agreement 
	 	 	 
	 	 	MP Environmental Funding
              LLC


    

     

    Ladies
      and Gentlemen:

     

    For
      good
      and valuable consideration, each of the undersigned persons, who have been
      designated as managers of MP Environmental Funding LLC, a Delaware limited
      liability company (the “Company”), in accordance with the Amended and Restated
      Limited Liability Company Agreement of the Company, dated as of April 11, 2007,
      as it may be amended or restated from time to time (the “LLC Agreement”), hereby
      agree as follows:

     

    1. Each
      of
      the undersigned accepts such person’s rights and authority as a Manager (as
      defined in the LLC Agreement) under the LLC Agreement and agrees to perform
      and
      discharge such person’s duties and obligations as a Manager under the LLC
      Agreement, and further agrees that such rights, authorities, duties and
      obligations under the LLC Agreement shall continue until such person’s successor
      as a Manager is designated or until such person’s resignation or removal as a
      Manager in accordance with the LLC Agreement. Each of the undersigned agrees
      and
      acknowledges that he has been designated as a “manager” of the Company within
      the meaning of the Delaware Limited Liability Company Act.

     

    2. THIS
      MANAGEMENT AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
      THE
      LAWS OF THE STATE OF DELAWARE, AND ALL RIGHTS AND REMEDIES SHALL BE GOVERNED
      BY
      SUCH LAWS WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.

     

    
      
        
        

      

      
        D-1

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the undersigned have executed this Management Agreement as
      of
      the day and year first above written.

     

    _________________________________________

    Name:
      

     

    _________________________________________

    Name:
      

     

    _________________________________________

    Name:
      

     

    _________________________________________

    Name:
      

     

    _________________________________________

    Name:
      

     

    
      
        
        

      

      
        D-2