MP Series Supplement, dated as of April 11, 2007


    Exhibit
      4.2

      


      


      SERIES
        SUPPLEMENT

       

      


      =====================================================================

       

      


       

      MP
        ENVIRONMENTAL FUNDING LLC,

       

      Issuer

       

      and

       

      U.S.
        BANK
        NATIONAL ASSOCIATION,

       

      Indenture
        Trustee

       

      _______________________________

       

      SERIES
        SUPPLEMENT

       

      Dated
        as
        of April 11, 2007

       

      _______________________________

       

      


       

      =====================================================================

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      TABLE
        OF CONTENTS

       

      Page

      
        
          	
                  SECTION
                    1.

                	
                  Definitions

                	
                  2

                
	
                  SECTION
                    2.

                	
                  Designation;
                    Series Issuance Dates

                	
                  3

                
	
                  SECTION
                    3.

                	
                  Initial
                    Principal Amount; Bond Rate; Expected Final Payment Date; Final
                    Maturity
                    Date

                	
                  3

                
	
                  SECTION
                    4.

                	
                  Payment
                    Dates; Expected Sinking Fund Schedule for Principal; Interest;
                    Required
                    Capital Amount

                	
                  4

                
	
                  SECTION
                    5.

                	
                  Authorized
                    Initial Denominations

                	
                  5

                
	
                  SECTION
                    6.

                	
                  Redemption

                	
                  5

                
	
                  SECTION
                    7.

                	
                  Credit
                    Enhancement

                	
                  5

                
	
                  SECTION
                    8.

                	
                  Delivery
                    and Payment for the Series A Environmental Control Bonds; Form
                    of the
                    Series A Environmental Control Bonds

                	
                  5

                
	
                  SECTION
                    9.

                	
                  Adjustment
                    Dates

                	
                  5

                
	
                  SECTION
                    10.

                	
                  Confirmation
                    of Indenture

                	
                  6

                
	
                  SECTION
                    11.

                	
                  Counterparts

                	
                  6

                
	
                  SECTION
                    12.

                	
                  Governing
                    Law

                	
                  6

                
	
                  SECTION
                    13.

                	
                  Issuer
                    Obligation

                	
                  6

                


        

      

       

      Schedule
        A    Expected
        Sinking Fund Schedule

      


      Exhibit
        A       
Form
        of
        Environmental Control Bonds

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      SERIES
        SUPPLEMENT dated as of April 11, 2007 as amended, restated, supplemented or
        otherwise modified from time to time, this “Supplement”),
        by
        and between MP ENVIRONMENTAL FUNDING LLC, a Delaware limited liability company
        (the “Issuer”),
        and
        U.S. BANK NATIONAL ASSOCIATION, a national banking association (the
“Indenture Trustee”),
        as
        Indenture Trustee under the Indenture dated as of April 11, 2007 between
        the
        Issuer and the Indenture Trustee (as amended, restated, supplemented or
        otherwise modified from time to time, the “Indenture”).

       

      PRELIMINARY
        STATEMENT

       

      Section 9.01
        of the Indenture provides, among other things, that the Issuer and the Indenture
        Trustee may at any time and from time to time enter into one or more indentures
        supplemental to the Indenture for the purposes of authorizing the issuance
        by
        the Issuer of a Series of Environmental Control Bonds and specifying the
        terms
        thereof. The Issuer has duly authorized the execution and delivery of this
        Supplement and the creation of a Series of Environmental Control Bonds with
        an
        initial aggregate principal amount of $344,475,000 to be known as the Issuer’s
        Senior Secured Sinking Fund Environmental Control Bonds, Series A (the
“Series
        A Environmental Control Bonds”).
        All
        acts and all things necessary to make the Series A Environmental Control
        Bonds,
        when duly executed by the Issuer and authenticated by the Indenture Trustee
        as
        provided in the Indenture and this Supplement and issued by the Issuer, the
        valid, binding and legal obligations of the Issuer and to make this Supplement
        a
        valid and enforceable supplement to the Indenture have been done, performed
        and
        fulfilled and the execution and delivery hereof have been in all respects
        duly
        and lawfully authorized. The Issuer and the Indenture Trustee are executing
        and
        delivering this Supplement in order to provide for the Series A Environmental
        Control Bonds.

       

      GRANTING
        CLAUSE

       

      The
        Issuer hereby Grants to the Indenture Trustee, on the date hereof as trustee
        for
        the benefit of (i) the Holders of the Series A Environmental Control Bonds
        and (ii) the Indenture Trustee all of the Issuer’s right, title and
        interest (whether now owned or hereinafter acquired or arising) in, to and
        under
        (a) the Transferred Environmental Control Property transferred by the
        Seller to the Issuer on the date hereof pursuant to the Sale Agreement and
        all
        proceeds thereof, (b) to the extent related to the Series A Environmental
        Control Bonds, the Transfer Agreement, (c) to the extent related to the
        Series A Environmental Control Bonds, the Sale Agreement, (d) the Bill of
        Sale delivered by the Seller pursuant to the Sale Agreement on the date hereof,
        (e) to the extent related to the Series A
        Environmental
        Control Bonds, the Servicing Agreement, (f) to the extent related to the
        Series A Environmental Control Bonds, the Issuer Administration Agreement,
        (g) the Collection Account for the Series A Environmental Control Bonds and
        all subaccounts thereof and all cash, securities, instruments, investment
        property or other assets deposited in or credited to such Collection Account
        or
        any subaccount thereof from time to time or purchased with funds therefrom,
        (h)  all other property related to the Series A Environmental Control Bonds
        of whatever kind owned from time to time by the Issuer including all accounts,
        accounts receivable, investment property and chattel paper, (i) to the
        extent payable to the Collection Account for the Series A Environmental Control
        Bonds, all present and future claims, demands, causes and chooses in action
        in
        respect of any or all of the foregoing and (j) to the extent payable to the
        Collection Account for the Series A Environmental

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      Control
        Bonds, all payments on or under and all proceeds of every kind and nature
        whatsoever in respect of any or all of the foregoing, including all proceeds
        of
        the conversion, voluntary or involuntary, into cash or other liquid property,
        all cash proceeds, accounts, accounts receivable, general intangibles, notes,
        drafts, acceptances, chattel paper, documents, money, investment property,
        letters of credit, letter of credit rights, checks, deposit accounts, insurance
        proceeds, condemnation awards, rights to payment of any and every kind, and
        other forms of obligations and receivables, instruments and other property
        which
        at any time constitute all or part of or are included in the proceeds of
        any of
        the foregoing (collectively, the “Series
        A Collateral”);
        provided (A) that the following shall not be subject to the lien of the
        Indenture: (i) cash or other property distributed to the Issuer from the
        Collection Account in accordance with the provisions of the Indenture, and
        (ii) proceeds from the sale of the Series A Environmental Control Bonds
        required to pay the purchase price of the Transferred Environmental Control
        Property pursuant to the Sale Agreement, as the case may be, and the costs
        of
        the issuance of the Environmental Control Bonds as set forth in the flow
        of
        funds memorandum delivered on the date hereof (together with any interest
        earnings thereon) and (B) that this Grant shall be limited only to the Issuer’s
        right, title and interest as related to Environmental Control Property
        transferred on the date hereof and the Series A Environmental Control Bonds
        and
        not to any Additional Issuance, including another issuance of Environmental
        Control Bonds.

       

      To
        have
        and to hold in trust to secure the payment of principal of and premium, if
        any,
        and interest on, and any other amounts owing in respect of, the Series A
        Environmental Control Bonds, including all amounts payable to the Indenture
        Trustee under the Indenture and the other Basic Documents equally and ratably
        without prejudice, preference, priority or distinction, except as expressly
        provided in this Indenture and to secure performance by the Issuer of all
        of the
        Issuer’s obligations under this Indenture with respect to the Series A
        Environmental Control Bonds, all as provided in the Indenture.

       

      The
        Indenture Trustee, as trustee on behalf of the Holders of the Environmental
        Control Bonds, acknowledges such Grant, accepts the trusts hereunder in
        accordance with the provisions hereof and agrees to perform its duties required
        in the Indenture and in this Supplement.

       

      SECTION
        1. Definitions.
        All
        terms
        used in this Supplement that are defined in the Indenture, either directly
        or by
        reference therein, have the meanings assigned to them therein, except to
        the
        extent the context clearly requires otherwise or as such terms are defined
        or
        modified in this Supplement. With respect to the Series A Environmental Control
        Bonds, the following definitions shall apply:

       

      “Adjustment
        Date”
has
        the
        meaning set forth in Section 9 of this Supplement.

       

      “Bond
        Rate”
has
        the
        meaning set forth in Section 3 of this Supplement.

       

      “Expected
        Final Payment Date”
means,
        with respect to any Tranche of the Series A Environmental Control Bonds,
        the
        expected final payment date therefor, as specified in Section 3 of this
        Supplement.

       

      “Expected
        Sinking Fund Schedule”
means
        Schedule A to this Supplement.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      “Final
        Maturity Date”
means,
        with respect to any Tranche of the Series A Environmental Control Bonds,
        the
        final maturity date therefor, as specified in Section 3 of this
        Supplement.

       

      “Interest
        Accrual Period”
means,
        with respect to any Payment Date, the period from and including the preceding
        Payment Date (or, in the case of the first Payment Date, from and including
        the
        Series Issuance Date) to and excluding such Payment Date.

       

      “Monthly
        True-Up Adjustment Date”
has
        the
        meaning set forth in Section 9 of this Supplement.

       

      “Payment
        Date”
has
        the
        meaning set forth in Section 4(a) of this Supplement.

       

      “Quarterly
        True-Up Adjustment Date”
has
        the
        meaning set forth in Section 9 of this Supplement.

       

      “Record
        Date”
shall
        mean, with respect to any Payment Date, the close of business on the Business
        Day prior to such Payment Date.

       

      “Required
        Capital Amount”
has
        the
        meaning set forth in Section 4(d) of this Supplement.

       

      “Semi-Annual
        True-Up Adjustment Date”
has
        the
        meaning set forth in Section 9 of this Supplement.

       

      “Series
        Issuance Date”
has
        the
        meaning set forth in Section 2(b) of this Supplement.

       

      “Series
        Termination Date”
is
        the
        final Final Maturity Date set forth in Section 3 of this
        Supplement.

       

      SECTION
        2. Designation;
        Series Issuance Dates.

       

      (a)    Designation.
        The
        Series A Environmental Control Bonds shall be designated generally as the
        Issuer’s Senior Secured Sinking Fund Environmental Control Bonds, Series A and
        further denominated as Tranches A-1 through A-4.

       

      (b)     Series
        Issuance Date.
        The
        Series A Environmental Control Bonds that are authenticated and delivered
        by the
        Indenture Trustee to or upon the order of the Issuer on April 11, 2007 (the
        “Series Issuance Date”) shall have as their date of authentication April 11,
        2007. Each other Series A Environmental Control Bond shall be dated the date
        of
        its authentication.

       

      SECTION
        3. Initial
        Principal Amount; Bond Rate; Expected Final Payment Date; Final Maturity
        Date.
        The
        Environmental Control Bonds of each Tranche of the Series A Environmental
        Control Bonds shall have the initial principal amounts, bear interest at
        the
        rates per annum and shall have Expected Final Payment Dates and Final Maturity
        Dates as set forth below:

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      
        	
                Tranche

              	 	 	
                Initial
                  Principal
Amount

              	 	
                Bond
                  Rate

              	 	 	
                Expected
                  Final
Payment Date

              	 	 	
                Final
                  Maturity
Date

              	 
	
                A-1

              	 	
                 

              	 $	
                86,200,000

              	 	 	
                4.9820%

              	
                 

              	 	
                July
                  15, 2014

              	 	 	
                July
                  15, 2016

              	 
	
                A-2

              	 	
                 

              	 $	
                76,000,000

              	 	 	
                5.2325%

              	
                 

              	 	
                July
                  15, 2019

              	 	 	
                July
                  15, 2021

              	 
	
                A-3

              	 	
                 

              	 $	
                153,250,000

              	 	 	
                5.4625%

              	
                 

              	 	
                July
                  15, 2026

              	 	 	
                July
                  15, 2028

              	 
	
                A-4

              	 	
                 

              	 $	
                29,025,000

              	 	 	
                5.5225%

              	
                 

              	 	
                July
                  15, 2027

              	 	 	
                July
                  15, 2028

              	 


      

      


      SECTION
        4. Payment
        Dates; Expected Sinking Fund Schedule for Principal; Interest; Required Capital
        Amount.

       

      (a)     Payment
        Dates.
        The Payment
        Dates for each Tranche of the Series A Environmental Control Bonds are January
        15 and July 15 of each year or, if any such date is not a Business Day, the
        next
        succeeding Business Day, commencing on January 15, 2008 and continuing until
        the
        earlier of repayment of such Tranche in full and the applicable Final Maturity
        Date.

       

      (b)     Expected
        Sinking Fund Schedule for Principal.
        Unless
        an Event of Default shall have occurred and be continuing and the unpaid
        principal amount of all Series of Environmental Control Bonds has been declared
        to be due and payable together with accrued and unpaid interest thereon,
        on each
        Payment Date, the Indenture Trustee shall distribute to the Series A
        Environmental Control Bondholders of record as of the related Record Date
        amounts payable in respect of the Series A Environmental Control Bonds pursuant
        to Section 8.02(e) of the Indenture as principal, in accordance with the
        Expected Sinking Fund Schedule. To the extent that more than one Tranche
        of the
        Series A Environmental Control Bonds is to receive payments of principal
        in
        accordance with the Expected Sinking Fund Schedule on any Payment Date, such
        amounts will be allocated in a sequential manner, to the extent funds are
        available, as follows: (i) to the holders of the Series A Environmental
        Control Bonds, Tranche A-1, until this Tranche is retired in full;
        (ii) to the holders of the Series A Environmental Control Bonds,
        Tranche A-2, until this Tranche is retired in full; (iii) to the
        holders of the Series A Environmental Control Bonds, Tranche A-3, until
        this Tranche is retired in full; and (iv) to the holders of the Series A
        Environmental Control Bonds, Tranche A-4, until this Tranche if retired in
        full; provided, however, that other than in the event of an acceleration
        upon an
        Event of Default in no event shall a principal payment pursuant to this
        Section 4(b) on any Tranche on a Payment Date be greater than the amount
        that reduces the Outstanding Amount of such Tranche of Series A Environmental
        Control Bonds to the amount specified in the Expected Sinking Fund Schedule
        which is attached as Schedule A hereto for such Tranche and Payment Date.
        If an Event of Default shall have occurred and be continuing and the unpaid
        principal amount of all Series of Environmental Control Bonds has been declared
        to be due and payable together with accrued and unpaid interest thereon,
        principal payments on each Tranche of Series A Environmental Control Bonds
        will
        be made on a pro rata basis based on the respective Tranche Principal Balances
        for each such Tranche as of the prior Payment Date. Not later than each Schedule
        Revision Date, the Issuer shall deliver to the Indenture Trustee a replacement
        Schedule A hereto, adjusted to reflect the event giving rise to such
        Schedule Revision Date and setting forth the Expected Sinking Fund Schedule
        for
        each Payment Date.

       

      (c)     Interest.
        On each
        Payment Date after the initial Payment Date, interest will be payable on
        the
        Series A Environmental Control Bonds in an amount equal to the
        number

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      of
        days
        (determined on the basis of a 360-day year of twelve 30-day months) from
        and
        including the preceding Payment Date to, but excluding, the current Payment
        Date, divided by 360, times the product of: (i) the applicable Bond Rate
        times
        (ii) the Outstanding Amount of the related Tranche of Series A Environmental
        Control Bonds as of the close of business on the preceding Payment Date after
        giving effect to all payments of principal made to the Holders of the related
        Tranche of Series A Environmental Control Bonds on such preceding Payment
        Date.


       

      With
        respect to the initial Payment Date, interest will be payable in an amount
        equal
        to the number of days (determined on the basis of a 360-day year of twelve
        30-day months) from and including the Series Issuance Date to, but excluding,
        the initial Payment Date, divided by 360, times the product of: (a) the
        applicable Bond Rate times (b) the original principal amount of the related
        Tranche of Series A Environmental Control Bonds as of the Series Issuance
        Date.

       

      (d)     Required
        Capital Amount.
        The
        Required Capital Amount for the Series A Environmental Control Bonds shall
        be
        equal to 0.50% of the initial principal amount thereof, or
        $1,722,375.

       

      SECTION
        5. Authorized
        Initial Denominations.
        The
        Series A Environmental Control Bonds shall be issuable in the Authorized
        Initial
        Denominations.

       

      SECTION
        6. Redemption.
        The
        Series A Environmental Control Bonds shall not be subject to mandatory or
        optional redemption.

       

      SECTION
        7. Credit
        Enhancement.
        No
        credit enhancement is provided for the Series A Environmental Control
        Bonds.

       

      SECTION
        8. Delivery
        and Payment for the Series A Environmental Control Bonds; Form of the Series
        A
        Environmental Control Bonds.
        The
        Indenture Trustee shall deliver the Series A Environmental Control Bonds
        to the
        Issuer when authenticated in accordance with Section 2.02 of the Indenture.
        The Series A Environmental Control Bonds of each Tranche shall be in the
        form of
        Exhibit A hereto.

       

      SECTION
        9. Adjustment
        Dates.
        The
        following table summarizes the adjustment frequency of the Environmental
        Control
        Charges with respect to the Series A Environmental Control Bonds:

       

      
        
          	 	
                  Adjustment
                    Dates

                
	
                  Semi-Annual
                    True-Up Adjustments

                	
                  January
                    15, July 15

                
	
                  Monthly
                    True-Up Adjustments

                	
                  The
                    fifteenth day of each calendar month

                
	
                  Quarterly
                    True-Up Adjustments

                	
                  January
                    15, April 15, July 15, October
                    15

                


        

      

       

      The
        first
        Semi-Annual True-Up Adjustment will become effective on July 15, 2007.


       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      SECTION
        10. Confirmation
        of Indenture.
        As
        supplemented by this Supplement, the Indenture is in all respects ratified
        and
        confirmed and the Indenture, as so supplemented by this Supplement, shall
        be
        read, taken, and construed as one and the same instrument.

       

      SECTION
        11. Counterparts.
        This
        Supplement may be executed in any number of counterparts, each of which so
        executed shall be deemed to be an original, but all of such counterparts
        shall
        together constitute but one and the same instrument.

       

      SECTION
        12. Governing
        Law.
        This
        Supplement shall be construed in accordance with the laws of the State of
        New
        York without reference to its conflict of law provisions, and the obligations,
        rights and remedies of the parties hereunder shall be determined in accordance
        with such laws.

       

      SECTION
        13. Issuer
        Obligation.
        No
        recourse may be taken, directly or indirectly, with respect to the obligations
        of the Issuer or the Indenture Trustee on the Environmental Control Bonds
        or
        under this Supplement or any certificate or other writing delivered in
        connection herewith or therewith, against (i) any owner of a beneficial
        interest in the Issuer or (ii) any partner, owner, beneficiary, agent,
        officer, director or employee of the Indenture Trustee, any holder of a
        beneficial interest in the Issuer or the Indenture Trustee or of any successor
        or assign of the Indenture Trustee, except as any such Person may have expressly
        agreed (it being understood that none of the Indenture Trustee’s obligations are
        in its individual capacity).

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

         

      

      IN
        WITNESS WHEREOF, the Issuer and the Indenture Trustee have caused this
        Supplement to be duly executed by their respective officers thereunto duly
        authorized as of the first day of the month and year first above
        written.

      


      MP
        ENVIRONMENTAL FUNDING LLC, as Issuer,

       

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

       

       

       

       

      MP
        Funding Series Supplement Signature Page

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      U.S.
        BANK
        NATIONAL ASSOCIATION, not in its individual capacity but solely as Indenture
        Trustee on behalf of the Environmental Control Bondholders,

       

      
        by:           /s/
          Melissa A. Rosal             
Name: 
          Melissa A. Rosal
Title:   
          Vice President

      

       

       

       

       

      MP
        Funding Series Supplement Signature
        Page

      


      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      


      SCHEDULE
        A

       

      EXPECTED
        SINKING FUND SCHEDULE

       

      
        	
                Payment
                  Date

              	
                Tranche
                  A-1 

              	
                Tranche
                  A-2

              	
                Tranche
                  A-3

              	
                Tranche
                  A-4 

              
	
                Tranche
                  Size

              	
                $86,200,000

              	
                $76,000,000

              	
                $153,250,000

              	
                $29,025,000

              
	
                1/15/2008

              	
                $9,436,734

              	 	 	 
	
                7/15/2008

              	
                $5,520,937

              	 	 	 
	
                1/15/2009

              	
                $5,150,888

              	 	 	 
	
                7/15/2009

              	
                $5,398,173

              	 	 	 
	
                1/15/2010

              	
                $5,410,586

              	 	 	 
	
                7/15/2010

              	
                $5,666,586

              	 	 	 
	
                1/15/2011

              	
                $5,687,697

              	 	 	 
	
                7/15/2011

              	
                $5,949,313

              	 	 	 
	
                1/15/2012

              	
                $5,977,210

              	 	 	 
	
                7/15/2012

              	
                $6,246,214

              	 	 	 
	
                1/15/2013

              	
                $6,282,997

              	 	 	 
	
                7/15/2013

              	
                $6,557,942

              	 	 	 
	
                1/15/2014

              	
                $6,603,221

              	 	 	 
	
                7/15/2014

              	
                $6,311,502

              	
                $572,938

              	 	 
	
                1/15/2015

              	 	
                $6,941,209

              	 	 
	
                7/15/2015

              	 	
                $7,237,569

              	 	 
	
                1/15/2016

              	 	
                $7,313,013

              	 	 
	
                7/15/2016

              	 	
                $7,617,958

              	 	 
	
                1/15/2017

              	 	
                $7,703,904

              	 	 
	
                7/15/2017

              	 	
                $8,017,624

              	 	 
	
                1/15/2018

              	 	
                $8,116,314

              	 	 
	
                7/15/2018

              	 	
                $8,439,426

              	 	 
	
                1/15/2019

              	 	
                $8,549,586

              	 	 
	
                7/15/2019

              	 	
                $5,490,459

              	
                $3,392,549

              	 
	
                1/15/2020

              	 	 	
                $9,010,499

              	 
	
                7/15/2020

              	 	 	
                $9,364,875

              	 
	
                1/15/2021

              	 	 	
                $9,513,059

              	 
	
                7/15/2021

              	 	 	
                $9,880,394

              	 
	
                1/15/2022

              	 	 	
                $10,042,843

              	 
	
                7/15/2022

              	 	 	
                $10,423,528

              	 
	
                1/15/2023

              	 	 	
                $10,602,912

              	 
	
                7/15/2023

              	 	 	
                $10,997,713

              	 
	
                1/15/2024

              	 	 	
                $11,192,763

              	 
	
                7/15/2024

              	 	 	
                $11,602,934

              	 
	
                1/15/2025

              	 	 	
                $11,816,034

              	 
	
                7/15/2025

              	 	 	
                $12,242,221

              	 
	
                1/15/2026

              	 	 	
                $12,473,849

              	 
	
                7/15/2026

              	 	 	
                $10,693,828

              	
                $2,223,428

              
	
                1/15/2027

              	 	 	 	
                $13,168,022

              
	
                7/15/2027

              	 	 	 	
                $13,633,550

              
	
                Total
                  Payments:

              	
                $86,200,000

              	
                $76,000,000

              	
                $153,250,000

              	
                $29,025,000

              


      

      


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

EXHIBIT
          A

      

      


      FORM
        OF
        ENVIRONMENTAL CONTROL BONDS

       

      
        	REGISTERED	
                $[           
                   ]

              
	
                No.
                  ________

              	
                
                

              


      

       

      SEE
        REVERSE FOR CERTAIN DEFINITIONS

       

      CUSIP
        NO.
        ________

       

      THE
        PRINCIPAL OF THIS SERIES A, TRANCHE [ ] ENVIRONMENTAL CONTROL BOND (“TRANCHE [ ]
        ENVIRONMENTAL CONTROL BOND”) WILL BE PAID IN INSTALLMENTS AS SET FORTH HEREIN.
        ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS TRANCHE [ ] ENVIRONMENTAL
        CONTROL BOND AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.
        THE HOLDER OF THIS TRANCHE [ ] ENVIRONMENTAL CONTROL BOND HEREBY COVENANTS
        AND
        AGREES THAT PRIOR TO THE DATE WHICH IS ONE YEAR AND ONE DAY AFTER THE
        TERMINATION OF THE INDENTURE, IT WILL NOT INSTITUTE AGAINST, OR JOIN ANY
        OTHER
        PERSON IN INSTITUTING AGAINST, THE ISSUER OR ANY OF ITS MANAGERS OR MEMBERS
        ANY
        BANKRUPTCY, REORGANIZATION, ARRANGEMENT, INSOLVENCY OR LIQUIDATION PROCEEDINGS
        OR OTHER PROCEEDING UNDER ANY UNITED STATES FEDERAL OR STATE BANKRUPTCY OR
        SIMILAR LAW IN CONNECTION WITH ANY OBLIGATIONS RELATING
        TO THE ENVIRONMENTAL CONTROL BONDS, THE INDENTURE OR ANY OF THE BASIC DOCUMENTS,
        SUBJECT TO THE RIGHT OF A CIRCUIT COURT OF THE STATE OF WEST VIRGINIA TO
        ORDER
        SEQUESTRATION AND PAYMENT OF REVENUES ARISING WITH RESPECT TO THE ENVIRONMENTAL
        CONTROL PROPERTY.
        TRANSFERS OF THIS GLOBAL ENVIRONMENTAL CONTROL BOND SHALL BE LIMITED TO
        TRANSFERS IN THE CLEARING AGENCY OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S
        NOMINEE, AND TRANSFERS OF PORTIONS OF THIS GLOBAL ENVIRONMENTAL CONTROL BOND
        SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET
        FORTH
        IN THE INDENTURE.

       

      MP
        ENVIRONMENTAL FUNDING LLC

       

      ENVIRONMENTAL
        CONTROL BONDS, SERIES A, TRANCHE [ ]

       

      
        	
                Bond
Rate

              	
                Initial
                  Principal
Amount

              	
                Expected
                  Final
Payment
                  Date

              	
                Final
                  Maturity
Date

              
	 	 	 	 
	
                [   
                  ]%

              	
                $[   
                  ]

              	
                [  
                   ], [    ]

              	
                [   
                  ], [    ]

              
	 	 	 	 


      

       

      MP
        Environmental Funding LLC, a limited liability company organized and existing
        under the laws of the State of Delaware (herein referred to as the “Issuer”),
        for
        value

       

      
        
          
          

        

        
          A-1

          
            

          

        

        
          
          

        

      

       

      received,
        hereby promises to pay to Cede & Co., the Registered Holder hereof, or
        registered assigns, the Initial Principal Amount shown above in semi-annual
        installments on the Payment Dates (as defined below) and in the amounts
        specified on the reverse hereof or, if less, the amounts determined pursuant
        to
        Section 8.02(e) of the Indenture, in each year, commencing on
        [                                 ]
        and ending on or before the Final Maturity Date, to pay the entire unpaid
        principal hereof on the Final Maturity Date and to pay interest, at the Bond
        Rate shown above, on each January 15 and July 15 or if any such day is not
        a
        Business Day, the next succeeding Business Day (each a “Payment Date”),
        commencing on January 15, 2008 and continuing until the earlier of the payment
        of the principal hereof and the Final Maturity Date, on the principal amount
        of
        this Tranche [ ] Environmental Control Bond outstanding on such Payment Date,
        after giving effect to any payment of principal made on such Payment Date.
        Interest on this Tranche [     ] Environmental Control
        Bond will accrue for each Payment Date from and including the most recent
        Payment Date on which interest has been paid to but excluding such Payment
        Date
        or, if no interest has yet been paid, from April 11, 2007. Interest will
        be
        computed on the basis of a 360-day year of twelve 30-day months. Such principal
        of and interest on this Tranche [ ] Environmental Control Bond shall be paid
        in
        the manner specified on the reverse hereof.

       

      The
        principal of and interest on this Tranche [ ] Environmental Control Bond
        are
        payable in such coin or currency of the United States of America as at the
        time
        of payment is legal tender for payment of public and private debts. All payments
        made by the Issuer with respect to this Tranche [ ] Environmental Control
        Bond
        shall be applied first to interest due and payable on this Tranche [ ]
        Environmental Control Bond as provided above and then to the unpaid principal
        of
        and premium, if any, on this Tranche [ ] Environmental Control Bond, all
        in the
        manner set forth in Section 8.02(e) of the Indenture.

       

      Reference
        is made to the further provisions of this Tranche [ ] Environmental Control
        Bond
        set forth on the reverse hereof, which shall have the same effect as though
        fully set forth on the face of this Tranche [ ] Environmental Control
        Bond.

       

      Unless
        the certificate of authentication hereon has been executed by the Indenture
        Trustee whose name appears below by manual signature, this Tranche [ ]
        Environmental Control Bond shall not be entitled to any benefit under the
        Indenture referred to on the reverse hereof, or be valid or obligatory for
        any
        purpose.

       

      
        
          
          

        

        
          A-2

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually
        or
        in facsimile, by an Authorized Officer of the Issuer.

       

      Date:

       

      MP
        ENVIRONMENTAL FUNDING LLC

       

      By: 
        ______________________________
Name:
Title:

       

      
        
          
          

        

        
          A-3

          
            

          

        

        
          
          

        

      

       

      INDENTURE
        TRUSTEE’S CERTIFICATE OF AUTHENTICATION

       

      Dated:
        _____________________

       

      This
        is
        one of the Tranche [ ] Environmental Control Bonds of the Series A Environmental
        Control Bonds, designated above and referred to in the within-mentioned
        Indenture.

       

      U.S.
        BANK
        NATIONAL ASSOCIATION, not in its individual capacity but solely as

      Indenture
        Trustee on behalf of the Environmental
        Control Bondholders,

       

      By:
        ______________________________
Authorized
        Signatory

       

      
        
          
          

        

        
          A-4

          
            

          

        

        
          
          

        

      


      [REVERSE
        OF ENVIRONMENTAL CONTROL BOND]

       

      This
        Series A, Tranche [ ] Environmental Control Bond is one of a duly authorized
        issue of Environmental Control Bonds of the Issuer, designated as its
        Environmental Control Bonds (herein called the “Environmental Control Bonds”),
        issued and to be issued in one or more Series, which Series are issuable
        in one
        or more Tranches, and this Series A Environmental Control Bond, in which
        this
        Tranche [ ] Environmental Control Bond represents an interest, consists of
        four
        Tranches, including the Tranche [ ] Environmental Control Bonds (herein called
        the “Tranche [ ] Environmental Control Bonds”), all issued and to be issued
        under an indenture dated as of April 11, 2007, and a series supplement thereto
        dated as of April 11, 2007 (such series supplement, as supplemented or amended,
        the “Supplement” and, collectively with such indenture, as supplemented or
        amended, the “Indenture”), each between the Issuer and U.S. Bank National
        Association, as Indenture Trustee (the “Indenture Trustee”, which term includes
        any successor Indenture Trustee under the Indenture), to which Indenture
        and all
        indentures supplemental thereto reference is hereby made for a statement
        of the
        related Series Collateral property pledged, the nature and extent of the
        security, the respective rights, obligations and immunities thereunder of
        the
        Issuer, the Indenture Trustee and the Holders of the Environmental Control
        Bonds
        and the terms and conditions under which additional Environmental Control
        Bonds
        may be issued. All terms used in this Tranche [ ] Environmental Control Bond
        that are defined in the Indenture, as supplemented or amended, shall have
        the
        meanings assigned to them in the Indenture.

       

      The
        Tranche [ ] Environmental Control Bonds, the other Tranches of Series A
        Environmental Control Bonds and any other Series of Environmental Control
        Bonds
        issued by the Issuer are and will be equally and ratably secured by the related
        Series Collateral pledged as security therefor as provided in the
        Indenture.

       

      The
        principal of this Tranche [ ] Environmental Control Bond shall be payable
        in
        installments on each Payment Date specified in the Expected Sinking Fund
        Schedule only to the extent that amounts in the related Collection Account
        are
        available therefor, and only until the outstanding principal balance thereof
        on
        such Payment Date (after giving effect to all payments of principal, if any,
        made on such Payment Date) has been reduced to the principal balance specified
        in the Expected Sinking Fund Schedule which is attached to the Supplement
        as
        Schedule A, unless payable earlier because an Event of Default (other than
        an
        Event of Default under Section 5.01(vi) of the Indenture) shall have occurred
        and be continuing and the Indenture Trustee or the Holders of Environmental
        Control Bonds representing not less than a majority of the Outstanding Amount
        of
        the Environmental Control Bonds of all Series have declared the Environmental
        Control Bonds to be immediately due and payable in accordance with Section
        5.02
        of the Indenture. However, actual principal payments may be made in lesser
        than
        expected amounts and at later than expected times as determined pursuant
        to
        Section 8.02(e) of the Indenture. The entire unpaid principal amount of this
        Tranche [ ] Environmental Control Bond shall be due and payable on the Final
        Maturity Date hereof. Notwithstanding the foregoing, the entire unpaid principal
        amount of the Environmental Control Bonds shall become immediately due and
        payable, if not then previously paid, after an Event of Default (other than
        an
        Event of Default under Section 5.01(vi) of the Indenture) shall have occurred
        and be continuing and the Indenture Trustee or the Holders of the Environmental
        Control Bonds representing not less than a majority of the Outstanding Amount
        of
        the Environmental Control Bonds have declared the 

       

      
        
          
          

        

        
          A-5

          
            

          

        

        
          
          

        

      

       

      Environmental
        Control Bonds to be immediately due and payable in the manner provided in
        Section 5.02 of the Indenture. All principal payments on the Tranche [ ]
        Environmental Control Bonds shall be made pro rata to the Tranche [ ]
        Environmental Control Bondholders entitled thereto based on the respective
        principal amounts of such Bonds held by them.

       

      Payments
        of interest on this Tranche [ ] Environmental Control Bond due and payable
        on
        each Payment Date, together with the installment of principal or premium,
        if
        any, due on this Tranche [ ] Environmental Control Bond on such Payment Date
        shall be made by check mailed first-class, postage prepaid, to the Person
        whose
        name appears as the Registered Holder of this Tranche [ ] Environmental Control
        Bond (or one or more Predecessor Environmental Control Bonds) in the Bond
        Register as of the close of business on the applicable Record Date or Special
        Record Date or in such other manner as may be provided in the Indenture or
        the
        Supplement except that (i) upon application to the Indenture Trustee by any
        Holder owning Environmental Control Bonds of any tranche in the principal
        amount
        of $10,000,000 or more not later than the applicable Record Date payment
        will be
        made by wire transfer to an account maintained by such Holder; (ii) with
        respect to Environmental Control Bonds registered as of the close of business
        on
        the applicable Record Date or Special Record Date in the name of the nominee
        of
        the Clearing Agency, payments will be made by wire transfer in immediately
        available funds to the account designated by such nominee; and (iii) with
        respect to the final installment of principal and premium, if any, payable
        with
        respect to such Environmental Control Bond on a Payment Date, such amounts
        shall
        be payable as provided below. Such checks shall be mailed to the Person entitled
        thereto at the address of such Person as it appears in the Bond Register
        as of
        the applicable Record Date or Special Record Date without requiring that
        this
        Tranche [ ] Environmental Control Bond be submitted for notation of payment.
        Any
        reduction in the principal amount of this Tranche [ ] Environmental Control
        Bond
        (or any one or more Predecessor Environmental Control Bonds) effected by
        any
        payments made on any Payment Date shall be binding upon all future Holders
        of
        this Tranche [ ] Environmental Control Bond and of any Tranche [ ] Environmental
        Control Bond issued upon the registration of transfer hereof or in exchange
        hereof or in lieu hereof, whether or not noted hereon. If funds are expected
        to
        be available, as provided in the Indenture, for payment in full of the then
        remaining unpaid principal amount of this Tranche [ ] Environmental Control
        Bond
        on a Payment Date, then the Indenture Trustee, in the name of and on behalf
        of
        the Issuer, will notify the Person who was the Registered Holder hereof as
        of
        the second preceding Record Date to such Payment Date by notice mailed no
        later
        than ten days prior to such final Payment Date and shall specify that such
        final
        installment will be payable to the Registered Holder hereof as of the Record
        Date immediately preceding such final Payment Date and only upon presentation
        and surrender of this Tranche [ ] Environmental Control Bond and shall specify
        the place where this Tranche [ ] Environmental Control Bond may be presented
        and
        surrendered for payment of such installment.

       

      The
        Issuer shall pay interest on overdue installments of interest on this Tranche
        [
        ] Environmental Control Bond at the Tranche [ ] Bond Rate to the extent lawful
        in accordance with Section 2.08(c) of the Indenture.

       

      As
        provided in the Indenture and subject to certain limitations set forth therein,
        the transfer of this Tranche [ ] Environmental Control Bond may be registered
        in
        the Bond Register upon surrender of this Tranche [ ] Environmental Control
        Bond
        for registration of 

       

      
        
          
          

        

        
          A-6

          
            

          

        

        
          
          

        

      

       

      transfer
        at the office or agency designated by the Issuer pursuant to the Indenture,
        duly
        endorsed by, or accompanied by a written instrument of transfer in form
        satisfactory to the Indenture Trustee duly executed by the Holder hereof
        or his
        attorney duly authorized in writing, with such signature guaranteed by an
        Eligible Guarantor Institution, and thereupon one or more new Tranche [ ]
        Environmental Control Bonds of any Authorized Initial Denominations and in
        the
        same aggregate initial principal amount will be issued to the designated
        transferee or transferees. No service charge will be charged for any
        registration of transfer or exchange of this Tranche [ ] Environmental Control
        Bond, but the transferor may be required to pay a sum sufficient to cover
        any
        tax or other governmental charge that may be imposed in connection with any
        registration of transfer or exchange.

       

      Each
        Tranche [ ] Environmental Control Bondholder, by acceptance of a Tranche
        [ ]
        Environmental Control Bond, covenants and agrees that no recourse may be
        taken,
        directly or indirectly, with respect to the obligations of the Issuer or
        the
        Indenture Trustee on the Tranche [ ] Environmental Control Bonds or under
        the Indenture or any certificate or other writing delivered in connection
        herewith or therewith, against (i) any owner of a beneficial interest in
        the Issuer or (ii) any partner, owner, beneficiary, agent, officer,
        director or employee of the Indenture Trustee, any holder of a beneficial
        interest in the Issuer or the Indenture Trustee or of any successor or assign
        of
        the Indenture Trustee, except as any such Person may have expressly agreed
        (it
        being understood that all of the Indenture Trustee’s obligations are in its
        individual capacity).

       

      Prior
        to
        the due presentment for registration of transfer of this Tranche [ ]
        Environmental Control Bond, the Issuer, the Indenture Trustee and any agent
        of
        the Issuer or the Indenture Trustee may treat the Person in whose name this
        Tranche [ ] Environmental Control Bond is registered (as of the day of
        determination) as the owner hereof for the purpose of receiving payments
        of
        principal of and premium, if any, and interest on this Tranche [ ] Environmental
        Control Bond and for all other purposes whatsoever, whether or not this Tranche
        [ ] Environmental Control Bond be overdue, and neither the Issuer, the Indenture
        Trustee nor any such agent shall be affected by notice to the
        contrary.

       

      The
        Indenture permits, with certain exceptions as therein provided, the amendment
        thereof and the modification of the rights and obligations of the Issuer
        and the
        rights of the Holders of the Environmental Control Bonds under the Indenture
        at
        any time by the Issuer with the consent of the Holders of Environmental Control
        Bonds representing a majority of the Outstanding Amount of all Environmental
        Control Bonds at the time Outstanding of each Series or Tranche to be affected.
        The Indenture also contains provisions permitting the Holders of Environmental
        Control Bonds representing specified percentages of the Outstanding Amount
        of
        the Environmental Control Bonds of all Series, on behalf of the Holders of
        all
        the Environmental Control Bonds, to waive compliance by the Issuer with certain
        provisions of the Indenture and certain past defaults under the Indenture
        and
        their consequences. Any such consent or waiver by the Holder of this Tranche
        [ ]
        Environmental Control Bond (or any one of more Predecessor Environmental
        Control
        Bonds) shall be conclusive and binding upon such Holder and upon all future
        Holders of this Tranche [ ] Environmental Control Bond and of any Tranche
        [ ]
        Environmental Control Bond issued upon the registration of transfer hereof
        or in
        exchange hereof or in lieu hereof whether or not notation of such consent
        or
        waiver is made upon this Tranche [ ] Environmental Control Bond. The Indenture
        also permits the Indenture Trustee to

       

      
        
          
          

        

        
          A-7

          
            

          

        

        
          
          

        

      

       

      amend
        or
        waive certain terms and conditions set forth in the Indenture without the
        consent of Holders of the Environmental Control Bonds issued
        thereunder.

       

      The
        term
“Issuer” as used in this Tranche [ ] Environmental Control Bond includes any
        successor to the Issuer under the Indenture.

       

      The
        Issuer is permitted by the Indenture, under certain circumstances, to merge
        or
        consolidate, subject to the rights of the Indenture Trustee and the Holders
        of
        Environmental Control Bonds under the Indenture.

       

      This
        Tranche [ ] Environmental Control Bonds is an Environmental Control Bond as
        such term is defined in the Statute. Principal and interest due and payable
        on
        this Environmental Control Bond are payable from and secured primarily by
        environmental control property authorized by an order issued by the Public
        Service Commission of the State of West Virginia pursuant to the Statute.
        Environmental control property includes the right to impose, charge, collect
        and
        receive certain non-bypassable charges (defined in the Statute as “environmental
        control charges”) to be included in electric utility bills of all electric
        service retail customers of Monongahela Power Company, a West Virginia electric
        utility doing business as Allegheny Power.

       

      The
        Statute provides that the State of West Virginia pledges to and agrees with
        the
        Environmental Control Bondholders that the State of West Virginia will not
        take
        or permit any action that impairs the value of the Environmental Control
        Property or, except as allowed under subsection (e) of W.Va Code §24-2-4e,
        reduce, alter or impair Environmental Control Charges that are imposed,
        collected and remitted for the benefit of the Environmental Control Bondholders
        until any principal, interest and premium, if any, in respect of the
        Environmental Control Bonds, all financing costs and all amounts to be paid
        to
        any assignee or financing party under an ancillary agreement are paid or
        performed in full.

       

      The
        Tranche [ ] Environmental Control Bonds are issuable only in registered
        form in Authorized Initial Denominations as provided in the Indenture and
        the
        Supplement, subject to certain limitations therein set forth.

       

      This
        Tranche [ ] Environmental Control Bond, the Indenture and the Supplement
        shall
        be construed in accordance with the laws of the State of New York, without
        reference to its conflict of law provisions, and the obligations, rights
        and
        remedies of the parties hereunder and thereunder shall be determined in
        accordance with such laws.

       

      No
        reference herein to the Indenture and no provision of this Tranche [ ]
        Environmental Control Bond or of the Indenture shall alter or impair the
        obligation of the Issuer, which is absolute and unconditional, to pay the
        principal of and interest on this Tranche [ ] Environmental Control Bond
        at the
        times, place, and rate, and in the coin or currency herein
        prescribed.

       

      
        
          
          

        

        
          A-8

          
            

          

        

        
          
          

        

      


      ASSIGNMENT

       

      Social
        Security or taxpayer I.D. or other identifying number of assignee
        ___________________ FOR
        VALUE
        RECEIVED, the undersigned hereby sells, assigns and transfers unto
        _________________________________________________________________________
        ____________________________________________________________________________________________________________

      (name
        and
        address of assignee)

       

      the
        within Tranche [ ] Environmental Control Bond and all rights thereunder,
        and
        hereby irrevocably constitutes and appoints _____________________________________________________________________________
        attorney,
        to transfer said Tranche [ ] Environmental Control Bond on the books kept
        for
        registration thereof, with full power of substitution in the
        premises.

       

      
        	 Dated: ____________________	 	_____________________________*

                Signature
                  Guaranteed:

              
	 ______________________	 	______________________
	 	 	 


      

       

      *
        NOTE:
        The signature to this assignment must correspond with the name of the registered
        owner as it appears on the face of the within Tranche [ ] Environmental Control
        Bond in every particular, without alteration, enlargement or any change
        whatsoever.

       

      
        
          
          

        

        
          A-9