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Article 1 DEFINITIONS		1
Section 1.01	Definitions	1
Section 1.02	Other Definitions	39
Section 1.03	Rules of Construction	39
Section 1.04	[Reserved].	39
Article 2 THE NOTES		40
Section 2.01	Form and Dating.	40
Section 2.02	Execution and Authentication	41
Section 2.03	Registrar and Paying Agent	42
Section 2.04	Paying Agent to Hold Money in Trust	42
Section 2.05	Holder Lists	42
Section 2.06	Transfer and Exchange	43
Section 2.07	Additional Notes	56
Section 2.08	Replacement Notes	56
Section 2.09	Outstanding Notes	57
Section 2.10	Treasury Notes	57
Section 2.11	Temporary Notes	57
Section 2.12	Cancellation	57
Section 2.13	CUSIP / ISIN Numbers	58
Article 3 REDEMPTION AND PREPAYMENT		58
Section 3.01	Notices to Trustee	58
Section 3.02	Selection of Notes to Be Redeemed	58
Section 3.03	Notice of Redemption	59
Section 3.04	Effect of Notice of Redemption	59
Section 3.05	Deposit of Redemption Price	60
Section 3.06	Notes Redeemed in Part	60
Section 3.07	Calculation of Redemption Price	60
Section 3.08	[Reserved]	60
Section 3.09	Mandatory Redemption	60
Section 3.10	Excess Cash Flow Mandatory Redemption	60
Article 4 COVENANTS		61
Section 4.01	Payment of Notes	61
Section 4.02	Maintenance of Office or Agency	61
Section 4.03	Compliance Certificate	62
Section 4.04	Limitation on Debt	62
Section 4.05	Limitation on Restricted Payments	64
Section 4.06	Limitation on Liens	66
Section 4.07	[Reserved]	67
Section 4.08	[Reserved]	67
Section 4.09	Reports	67
Section 4.10	[Reserved]	68

Section 4.12	[Reserved]	69
Section 4.13	Asset Sales	69
Section 4.14	Limitation on PowerCo Transactions	71
Section 4.15	Limitation on Further Negative Pledges	72
Section 4.16	Sales and Leasebacks	73
Section 4.17	Partnerships, Formation of Subsidiaries	73
Section 4.18	Transactions with Affiliates	73
Section 4.19	Maintenance of Accounts	76
Section 4.20	Passive Holding Company Status	76
Section 4.21	Special Covenant for Long Ridge West Virginia	78
Article 5 MERGERS AND CONSOLIDATIONS		78
Section 5.01	Company	78
Section 5.02	Subsidiary Guarantors	79
Section 5.03	Application	80
Section 5.04	Substitution	80
Article 6 DEFAULTS AND REMEDIES		81
Section 6.01	Events of Default	81
Section 6.02	Acceleration	83
Section 6.03	Waiver of Past Defaults	83
Section 6.04	Control by Majority	83
Section 6.05	Limitations on Suits	83
Section 6.06	Collection Suit by Trustee	84
Section 6.07	Priorities	84
Section 6.08	Trustee May File Proofs of Claim	84
Section 6.09	Holder Representation	85
Article 7 TRUSTEE		85
Section 7.01	Duties of Trustee	85
Section 7.02	Rights of Trustee	86
Section 7.03	Individual Rights of Trustee	89
Section 7.04	Trustee’s Disclaimer	89
Section 7.05	Notice of Defaults	90
Section 7.06	Compensation and Indemnity	90
Section 7.07	Replacement of Trustee	91
Section 7.08	Successor Trustee by Merger, etc	92
Section 7.09	Eligibility; Disqualification	92
Article 8 LEGAL DEFEASANCE AND COVENANT DEFEASANCE		92
Section 8.01	Option to Effect Legal Defeasance or Covenant Defeasance	92
Section 8.02	Legal Defeasance	92
Section 8.03	Covenant Defeasance	93
Section 8.04	Conditions to Legal or Covenant Defeasance	93
Section 8.05	Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions	94

Section 8.06	Repayment to the Company	94
Section 8.07	Reinstatement	95
Article 9 AMENDMENT, SUPPLEMENT AND WAIVER		95
Section 9.01	Without Consent of Holders of Notes	95
Section 9.02	With Consent of Holders of Notes	96
Section 9.03	Effect of Consents	98
Section 9.04	Notation on or Exchange of Notes	98
Section 9.05	Trustee to Sign Amendments, etc	98
Article 10 SATISFACTION AND DISCHARGE		98
Section 10.01	Satisfaction and Discharge	98
Section 10.02	Application of Trust Money	99
Article 11 SUBSIDIARY GUARANTEES		100
Section 11.01	Guarantee	100
Section 11.02	Limitation on Subsidiary Guarantor Liability	101
Section 11.03	Releases	101
Section 11.04	Notation Not Required	102
Article 12 COLLATERAL AND SECURITY		102
Section 12.01	Grant of Security Interest	102
Section 12.02	Further Assurances; Liens on Additional Property	102
Section 12.03	Intercreditor Agreement and Depositary Agreement	103
Section 12.04	Release and Subordination of Collateral	103
Section 12.05	Release and Subordination Documentation	104
Section 12.06	Collateral Agent	105
Section 12.07	Purchaser Protected	105
Section 12.08	Authorization of Receipt of Funds by the Trustee Under the Collateral Documents	105
Section 12.09	Powers Exercisable by Receiver or Trustee	106
Section 12.10	Real Estate Deliverables	106
Article 13 MISCELLANEOUS		106
Section 13.01	Notices	106
Section 13.02	Certificate and Opinion as to Conditions Precedent	107
Section 13.03	Statements Required in Certificate or Opinion	107
Section 13.04	Rules by Trustee and Agents	108
Section 13.05	No Personal Liability of Directors, Officers, Employees and Stockholders	108
Section 13.06	Governing Law	109
Section 13.07	Waiver of Immunity	109
Section 13.08	Waiver of Jury Trials	109
Section 13.09	No Adverse Interpretation of Other Agreements	109
Section 13.10	Successors	109
Section 13.11	USA Patriot Act	109
Section 13.12	Severability	109
Section 13.13	Counterpart Originals	109
Section 13.14	Table of Contents, Headings, etc	110
Section 13.15	Legal Holidays	110

(1)

1.0% of the principal amount of such Note; or

(2)

the excess of:

(a)

the present value at such redemption date of (A) the redemption price of such Note at February 15, 2028 (such redemption price (expressed in a percentage of principal amount) being set forth in paragraph 5 of the Notes, exclusive of any accrued and unpaid interest) plus (B) all required interest payments due on the Note through February 15, 2028 (excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over

(b)

the principal amount of such Note.

(1)

dispositions of assets among the Company Parties, and, if Long Ridge West Virginia becomes a Guarantor, Long Ridge West Virginia;

(2)

dispositions in the ordinary course of its business (including without limitation sales of (and the granting of any option or other right to purchase, lease or otherwise acquire) power, fuel, capacity or ancillary services or other inventory (including sales in the “spot” market or merchant sales of any portion or all of the Generating Project’s capacity, energy, environmental attributes, ancillary services and other services));

(3)

sales, leases, licenses or subleases, transfers or other dispositions of real or personal Property of the Operating Parties and/or Long Ridge West Virginia (A) in each case, not to exceed $5.0 million in any Fiscal Year and $25.0 million in the aggregate, or (B) that are obsolete, damaged, worn out, surplus or not used or useful in any material respect in the business of the Operating Parties and/or Long Ridge West Virginia in connection the ownership, operation or maintenance of any Project, including the lapse or expiration of Intellectual Property at the end of their respective statutory terms and abandonment of Intellectual Property that is not material to the business of the Operating Parties or the ownership, operation or maintenance of any Project;

(4)

to the extent constituting a sale, lease transfer, assignment conveyance, exchange or other disposition, upon any equipment failure, the replacement of such failed equipment with comparable equipment;

(5)

the liquidation, sale or use of Cash and Cash Equivalents;

(6)

sales or discounts without recourse (other than customary representations and warranties) of accounts receivable in connection with the compromise, collection or other disposition thereof;

(7)

transfers of condemned property as a result of the exercise of “eminent domain” (or other similar policies and condemnation proceedings) to the respective Governmental Authority or agency that has condemned the same (whether by deed in lieu of condemnation or otherwise), and transfers of property that have been subject to a casualty to the respective insurer of such real property as part of an insurance settlement (or similar casualty loss proceedings);

(8)

leases, subleases, licenses or sublicenses of property in the ordinary course of business and which do not materially interfere with the business of any Covenant Party or the ownership, operation or maintenance of any Project;

(9)

merchant sales of Hydrocarbons, solely to the extent that such Hydrocarbons (i) are property of GasCo, (ii) do not cause GasCo to be unable to fulfill its obligation to supply amounts then reasonably required by the Generating Project to operate in accordance with the Material Contracts and (iii) are sold on a spot or as-available basis or are swapped with a counterparty in exchange for Hydrocarbons to be delivered by such counterparty on a future date;

(10)

[reserved];

(11)

any surrender or waiver of contract rights pursuant to a settlement, release, recovery on or surrender of contract, tort or other claims of any kind;

(12)

[reserved];

(13)

to the extent not in violation of the Covenant Parties obligations under the Credit Agreement, terminations of Interest Rate Agreements, Commodity Hedge and Power Sale Agreements or Physical Power or Gas Sale Agreements;

(14)

the expiration of any option agreement with respect to real or personal property;

(15)

dispositions of letters of credit and/or bank guarantees (and/or the rights thereunder) to banks or other financial institutions in the ordinary course of business in exchange for cash and/or Cash Equivalents;

(16)

the granting of easements or other interests in real property related to the Projects to other Persons so long as such grant is in the ordinary course of business, would constitute a Permitted Lien and does not or would not reasonably be expected to materially detract from the value or use of the affected property or to interfere in any material respect with such Operating Party’s ability to construct or operate the Projects, sell or distribute power therefrom or perform any material obligation under any Project Document;

(17)

[reserved]; and

(18)

sales, transfers, swaps, exchanges, releases or surrenders (including allowing expiration pursuant to the terms thereof) of Gas Properties that do not individually or in the aggregate detract in any material respect from the value or use of the Gas Properties in connection with the Projects.

(1)

with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board;

(2)

with respect to a partnership, the board of directors of the general partner of the partnership;

(3)

with respect to a limited liability company, the managing member or members or any controlling committee of managing members thereof (or, if applicable, the board of directors of the limited liability company or any committee thereof duly authorized to act on behalf of such board); and

(4)

with respect to any other Person, the board or committee of such Person serving a similar function.

(a)

expenditures made in connection with the replacement, substitution, restoration or repair of Property to the extent financed with (i) Insurance Proceeds paid to any Operating Party on account of a Casualty Event in respect of the Property being replaced, restored or repaired or (ii) Eminent Domain Proceeds paid to any Operating Party on account of an Event of Eminent Domain, in each case in accordance with the terms of the Notes Documents;

(b)

the purchase price of equipment that is purchased with the trade-in of existing equipment to the extent that the gross amount of such purchase price is reduced by any credit granted by the seller of such equipment for the equipment being traded in at such time;

(c)

the purchase of plant, property or equipment to the extent financed with the proceeds of an Asset Sale permitted by this Indenture;

(d)

payments under Finance Lease Obligations to the extent such Finance Lease Obligations are permitted under the terms of the Notes Documents;

(e)

expenditures to the extent any Company Party has received reimbursement in cash from a Person that is not another Company Party for which any Company Party has not provided or is not required to provide or incur, directly or indirectly, any consideration or obligation to such Person or any other Person;

(f)

Major Maintenance Expenses; and

(g)

the purchase of plant, property or equipment, in each case to the extent financed (directly or indirectly) with Cash Flow Available for Restricted Payments or Investments (to the extent applicable at such time, after satisfying the conditions set forth in Section 4.05(b)(1)(a)), amounts on deposit in any Permitted Borrower Account or the proceeds of cash equity contributions received by any Company Party from Parent, which cash equity contributions have been so contributed prior to such purchase, specifically for the purpose of the purchase of such plant, property or equipment.

(a)

any voluntary or involuntary case or proceeding under any Bankruptcy Law with respect to the Company or any Subsidiary Guarantor;

(b)

any other voluntary or involuntary insolvency, reorganization or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding with respect to the Company or any Subsidiary Guarantor or with respect to a material portion of their respective assets;

(c)

any liquidation, dissolution, reorganization or winding up of the Company or any Subsidiary Guarantor whether voluntary or involuntary and whether or not involving insolvency or bankruptcy; or

(d)

any assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Company or any Subsidiary Guarantor.

(b)

the Interconnection Agreement;

(c)

the Gas Gathering Contract;

(d)

the Issue Date Commodity Hedge Agreements;

(e)

the Permitted Secured Commodity Hedge and Power Sale Agreements;

(f)

the O&M Agreement;

(g)

the Long Term Service Agreement;

(h)

the Water Line Easement and Operating Agreement;

(i)

each additional Project Document which provides for the payment by any Operating Party of, or the provision to any Operating Party of, goods or services with a value in excess of $10,000,000 in any calendar year, or $20,000,000 for the full term of such additional Project Document; and

(j)

any Replacement Project Contract for or in respect of any of the foregoing agreements; provided that the Physical Power or Gas Sale Agreements shall not be deemed “Material Contracts”.

(a)

with respect to the incurrence or issuance of any Debt by a Company Party, the sum of Cash and Cash Equivalents (but only as and when received) received by such Company Party, net of the sum of (i) all Taxes and customary fees and out-of-pocket expenses (including underwriting discounts, investment banking fees, legal and accounting fees and expenses, commissions, collection expenses and other customary transaction costs) paid or reasonably estimated to be payable by the Company Parties in connection with such event, (ii) the amount of all Taxes paid (or reasonably estimated to be payable) by the Company Parties in connection with such event, and (iii) the amount of any reserves established by the Company Parties to fund contingent liabilities reasonably estimated to be payable, in each case, that are directly attributable to such event (as determined reasonably and in good faith by an officer of the Company Parties);

(b)

with respect to any proceeds of or under any casualty or property insurance, indemnity, condemnation awards, warranty or guaranty (including any proceeds received from business interruption insurance, or payments in lieu thereof) received by any Operating Party in connection with the occurrence of any Casualty Event or Event of Eminent Domain, the sum of Cash and Cash Equivalents received by such Operating Party in connection with such Casualty Event or Event of Eminent Domain net of the sum of (A) all out of pocket costs and expenses (including legal and accounting fees and expenses, underwriting discounts, investment banking fees, commissions, collection expenses and other customary transaction costs) paid or reasonably estimated to be payable by the Company Parties in connection with such event or with the collection, enforcement, negotiation, consummation, settlement, proceedings, administration or other activity related to the receipt or collection of the relevant proceeds to the extent such amounts were not deducted in determining the amount referred to in clause (a) above, (B) federal, state, provincial, foreign and local Taxes reasonably estimated to be actually payable within the current or the immediately succeeding tax year as a result of any gain recognized in connection therewith (taking into account any tax benefit resulting from the event giving rise to the payment of such proceeds) to the extent such amounts were not deducted in determining the amount referred to in clause (a) above, (C) any costs associated with unwinding any related Interest Rate Agreement in connection with such transaction and (D) the amount of any reserves established by the Company Parties to fund contingent liabilities reasonably estimated to be payable, in each case, that are directly attributable to such event (as determined reasonably and in good faith by an officer of the Company Parties); and

(c)

with respect to any issuance of Capital Stock, the sum of the Cash and Cash Equivalents received by such Company Party in connection with such incurrence thereof, net of (A) all Taxes and customary fees, commissions, costs, underwriting discounts, legal and accounting fees and expenses, and other fees and expenses incurred by the Company Parties in connection therewith and (B) the amount of any reserves established by the Company Parties to fund contingent liabilities reasonably estimated to be payable, in each case, that are directly attributable to such event (as determined reasonably and in good faith by an officer of the Company Parties).

(a)

(A) no Event of Default shall have occurred and be continuing as of the date of entry into the corresponding Permitted Change of Control Agreement and (B) no Event of Default under clauses (1), (2) or (6) of the definition thereof shall have occurred and be continuing as of the Permitted Change of Control Effective Date;

(b)

the representations and warranties made by or on behalf of the sellers in the applicable Permitted Change of Control Agreement as are material to the interests of the Holders, but only to the extent that the buyers have the right to terminate their obligations to consummate the Permitted Change of Control under such Permitted Change of Control Agreement, or the right not to consummate such Permitted Change of Control, as applicable, as a result of a breach of such representations and warranties, in each case, without the buyers being liable to the sellers as a result thereof under the Permitted Change of Control Agreement shall be true and correct in all material respects;

(c)

at least ten (10) Business Days prior to the Permitted Change of Control Effective Date (or such shorter period as the Administrative Agent approves in its reasonable discretion under the Credit Agreement) the Company shall have delivered notice to the Trustee (for distribution to the Holders) of such proposed Permitted Change of Control, which notice shall set forth the identity of the Permitted Acquiror;

(d)

the Leverage Ratio (calculated on a pro forma basis after giving effect to such transaction or series of related transactions (including any Restricted Payments and dispositions in connection therewith and any Debt assumed or permitted to exist or incurred, issued or otherwise obtained in connection therewith)) of the Company and the Covenant Parties would be no greater than immediately prior to the Permitted Change of Control Effective Date;

(e)

the Company shall have received a Ratings Reaffirmation; and

(f)

on or prior to the Permitted Change of Control Effective Date, the Trustee shall have received an officer’s certificate signed by an officer of the Company certifying that the conditions described in clauses (a) through (e) above have been satisfied.

(b)

(x) Investments existing on the Issue Date; provided that the amount of any Investment existing on the Issue Date has not increased from the amount of such Investment on the Issue Date, except (A) by capitalized amounts related to unpaid accrued interest and/or premium or (B) pursuant to the terms of such Investment as in effect on the Issue Date and (y) guarantees of Debt permitted under Section 4.04;

(c)

Investments with Cash Flow Available for Restricted Payments or Investments;

(d)

Investments in Cash and Cash Equivalents (or that were Cash Equivalents at the time when made);

(e)

Investments (A) in any Securities received in satisfaction or partial satisfaction thereof from financially troubled account debtors and (B) deposits, prepayments and other credits to suppliers made in the ordinary course of business consistent with the past practices of the Operating Parties;

(f)

[reserved];

(g)

loans and advances to officers, directors and employees of the Operating Parties and/or Long Ridge West Virginia made in the ordinary course of business in an aggregate principal amount not to exceed $500,000 at any time outstanding;

(h)

to the extent constituting Investments, Liens, Debt, asset sales and Restricted Payments which are not prohibited by Sections 4.04, 4.05, 4.06, 4.13 and 5.01, respectively;

(i)

demand or deposit accounts with banks or other financial institutions to the extent permitted pursuant to Section 4.19;

(j)

with respect to any Casualty Event or Event of Eminent Domain, the application of any related Net Cash Proceeds to purchase any Property useful in the business of any Operating Party or any Project (or, in the case of a Casualty Event, used to replace damaged or destroyed assets) in accordance with the terms of the Transaction Documents;

(k)

the Covenant Parties may make Investments in an amount not to exceed the amount of Excluded Contributions previously received by the Company and Not Otherwise Applied;

(l)

guarantees by the Covenant Parties of leases of the Covenant Parties or of other obligations not constituting Debt, in each case, entered into in the ordinary course of business and payments thereon or Investments in respect thereof in lieu of such payments;

(m)

[reserved];

(n)

to the extent constituting Investments, any leases or joint ventures for gas reserves and/or production;

(o)

in addition to Investments permitted by clauses (a) through (n) of this definition, the Operating Parties and/or Long Ridge West Virginia may make additional loans, advances and other Investments to or in a Person (including a joint venture) in an aggregate amount for all loans, advances and other Investments made pursuant to this clause (o), not to exceed $5.0 million, at any one time outstanding;

(p)

to the extent any Covenant Party may make any Restricted Payment, any such Covenant Party may make an Investment in lieu thereof; provided that such Investment shall be treated as if it was made as a Restricted Payment for purposes of testing compliance with Section 4.05; and

(q)

to the extent constituting an Investment, buybacks of any Debt permitted pursuant to Section 4.04(a)(2).

(a)

Liens for Taxes, to the extent not required to be paid pursuant to Section 7.01(b) of the Credit Agreement;

(b)

materialmen’s, mechanics’, carriers’, workers’, repairmen’s, employees’ or other like Liens, arising in the ordinary course of business or in connection with the operation and maintenance of the Property of any Covenant Party, which do not in the aggregate materially detract from the value of the Property to which they are attached or materially impair the use thereof or for amounts not yet overdue for a period of more than 90 days or which are being contested in good faith by appropriate proceedings;

(c)

Liens incurred in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security, or to secure the performance of tenders, statutory obligations, surety and appeal bonds (other than bonds related to judgment or litigation to the extent such judgment or litigation constitutes an Event of Default), bids, leases, government contracts, trade contracts, performance and return of money bonds and other similar obligations (exclusive of obligations for the payment of debt for borrowed money), so long as no foreclosure, sale or similar proceedings have been commenced with respect to any material portion of Property of any Covenant Party;

(d)

Liens securing (i) letters of credit, bank guarantees or similar instruments posted to support payment of any Permitted Secured Commodity Hedge and Power Sale Agreement and any Permitted Interest Rate Agreement, in an aggregate principal amount not to exceed $50.0 million and (ii) any Acceptable Letter of Credit, in an aggregate principal amount not to exceed $50.0 million;

(e)

easements, rights-of-way, restrictions, title imperfections, survey exceptions, trackage rights, licenses, leases, special assessments, rights-of-way, covenants, conditions, restrictions, declarations, encroachments, encumbrances, other defects or irregularities in title and similar matters if the same do not have a materially adverse effect on the operation or use of such property in the ordinary course of the business of any Covenant Party;

(f)

any lien or interest or title of a lessor or sublessor arising by statute or under any lease of real estate permitted hereunder;

(g)

purported Liens evidenced by the filing of precautionary UCC financing statements relating solely to operating leases of personal property entered into in the ordinary course of business;

(h)

Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;

(i)

encumbrances on real property in the nature of any zoning restrictions, building and land use laws, ordinances, orders, decrees, restrictions or any other conditions imposed by any Governmental Authority on any Real Estate Asset, if the same does not have a materially adverse effect on the operations or use of such Real Estate Asset in the ordinary course of the business of any Covenant Party;

(j)

non-exclusive outbound licenses of patents, copyrights, trademarks and other Intellectual Property rights granted by any Covenant Party in the ordinary course of business and not interfering in any respect with the ordinary conduct of or materially detracting from the value of the business of any Covenant Party;

(k)

in addition to any matters described in clause (e) above, all exceptions disclosed in the Title Policy and all matters disclosed by the Survey;

(l)

(x) Liens under the Collateral Documents, any Permitted Secured Commodity Hedge and Power Sale Agreement and any Permitted Interest Rate Agreement; provided, that (i) such Liens only secure (A) Debt permitted under Section 4.04(a)(1) through Section 4.04(a)(9), (B) obligations under Permitted Secured Commodity Hedge and Power Sale Agreements and/or (C) obligations under Permitted Interest Rate Agreements, (ii) such Liens shall be subject to the terms of the Intercreditor Agreement, and (iii) any (A) Commodity Hedge Counterparty party to any such Permitted Secured Commodity Hedge and Power Sale Agreement and (B) Hedge Bank party to any such Permitted Interest Rate Agreements, shall have become a party to the Intercreditor Agreement as, and shall have the obligations of, a Secured Party (as defined therein) thereunder and (y) Liens with respect to the Notes; provided, that (i) such Liens only secure (A) Debt permitted pursuant to Section 4.04(a)(2)(x) and (ii) such Liens shall be subject to the terms of the Intercreditor Agreement;

(m)

purchase money Liens upon or in real property or equipment acquired or held by any Covenant Party in the ordinary course of business securing the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition, construction or improvement of any such property or equipment to be subject to such Liens, or Liens existing on any such property or equipment at the time of acquisition (other than any such Liens created in contemplation of such acquisition that do not secure the purchase price), or existing on any such property or equipment of any Person that is merged or consolidated with or into the Company or any of its subsidiaries, or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount; provided, that no such Lien shall extend to or cover any property other than the property or equipment being acquired, constructed or improved (other than improvements, accessions or proceeds in respect thereof and assets fixed or appurtenant thereto), and no such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, renewed or replaced; and provided, further that the aggregate principal amount of the Debt secured by Liens permitted by this clause (m) shall not exceed the amount permitted under Section 4.04(a)(7) at any time outstanding;

(n)

Liens solely on any cash earnest money deposits made by any Covenant Party in connection with any letter of intent or purchase agreement permitted hereunder;

(o)

Liens encumbering (i) to the extent pledged to a commodity counterparty, such as an energy manager or fuel supplier in the ordinary course of business, accounts receivable (and accounts into which the proceeds of such accounts receivable are deposited, including “lockbox” and similar accounts) owed by PJM or any other Person to any Covenant Party for the purchase of electric energy and other related products or services (but excluding any such accounts receivable, accounts or proceeds held by or pledged to such commodity counterparty in excess of sixty (60) days), (ii) Excluded Commodity Accounts, (iii) accounts holding Project Cash Credit Support, (iv) other margin, clearing or similar accounts with or on behalf of brokers, credit clearing organizations, independent system operators, regional transmission organizations, pipelines, state agencies, federal agencies, futures contract brokers, exchanges related to the trading of energy (including the Intercontinental Exchange), customers, trading counterparties, or any other parties or issuers of surety bonds and any proceeds thereof, in the ordinary course of business and (v) Permitted Borrower Accounts;

(p)

in respect of any Covenant Party, Liens arising out of judgments or awards (or the payment of money not constituting an Event of Default under Section 6.01(7)) or securing appeal or other surety bonds related to such judgments or awards, to the extent such judgments do not otherwise constitute an Event of Default under Section 6.01;

(q)

Liens arising by virtue of any statutory or common law provision relating to bankers’ liens, rights of set-off or similar rights or relating to purchase orders and other agreements entered into with customers of any Covenant Party in the ordinary course of business (including any energy management agreement);

(r)

Liens or pledges of deposits of Cash or Cash Equivalents securing deductibles, self-insurance, co-payment, co-insurance, retentions or similar obligations to providers or property, casualty or liability insurance in the ordinary course of business;

(s)

any Liens with respect to the Properties of any Covenant Party that arise under Contractual Obligations of such Covenant Party as in effect on the Issue Date, but only to the extent the same have been disclosed to the Trustee prior to the Issue Date;

(t)

Liens in an amount not to exceed in the aggregate $25.0 million at any time outstanding not otherwise constituting Permitted Liens under the definition thereof incidental to the ordinary course of business that do not individually or in the aggregate materially impair the Projects, which, if securing Debt, may be secured by the Collateral on a pari passu basis, as long as any such Liens are subject to the Intercreditor Agreement;

(u)

Liens securing Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt, in each case, incurred in accordance with the terms of this Indenture;

(v)

Liens arising under Finance Lease Obligations; provided, that no such Lien shall extend to or cover any property other than the property or equipment subject to such Finance Lease Obligations, and no such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, renewed or replaced; and provided, further, that the aggregate principal amount of the Debt secured by Liens permitted by this clause (v) shall not exceed the amount permitted pursuant to Section 4.04(a)(14) at any time outstanding;

(w)

Liens securing obligations owed for all or any part of the deferred purchase price of property or services, which purchase price is due more than six (6) months from the date of incurrence of the obligation in respect thereof; provided, that Debt for the deferred purchase price of property or services is (i) not more than ninety (90) days past due or (ii) being contested in good faith and by appropriate proceedings and in respect of which adequate reserves are in place in accordance with the Covenant Parties’ standard accounting practices;

(x)

Liens securing (i) the contingent obligations of any Covenant Party under or in respect of performance bonds, bid bonds, appeal bonds, surety bonds, financial assurances and completion guarantees, indemnification obligations, (ii) obligations to pay insurance premiums, take or pay obligations and similar obligations and (iii) obligations resulting from indemnities provided in the ordinary course under the Project Documents;

(y)

statutory Liens of depository or collecting banks on items in collection and any accompanying documents or the proceeds thereof;

(z)

Liens in connection with or evidenced by permitted Debt pursuant to Section 4.04;

(aa)

involuntary Liens as contemplated by the Project Documents securing a charge or obligation on any Covenant Party’s property, either real or personal, whether now or hereafter owned in the aggregate sum of less than $1.0 million at any one time outstanding

(bb)

solely with respect to the Hydrocarbon Interests, all lessors’ royalties (and Liens to secure the payment thereof), overriding royalties, net profits interests, carried interests, production payments, reversionary interests and other burdens on or deductions from the proceeds of production with respect to the Production Project Site (in each case) that do not operate to materially reduce the net revenue interest for the Hydrocarbon Interests (if any) in the aggregate, as reflected in any Mortgage or the most recently delivered Reserve Report, or materially increase the working interest for such Hydrocarbon Interest (if any) in the aggregate, as reflected in any Mortgage or the most recently delivered Reserve Report, without a corresponding increase in the corresponding net revenue interest; and

(cc)

Liens for property Taxes on property that a Covenant Party has determined to abandon (so long as such abandonment is not prohibited by this Indenture or any of the other Notes Documents), if the sole recourse for such Tax is to such property; and

(dd)

solely with respect to the Hydrocarbon Interests, Liens under the Joint Operating Agreement (but not arising out of any default or breach by GasCo thereunder), under any gas leases, farm-out agreements, production sales contracts, division orders, contracts for sale, operating agreements, area of mutual interest agreements, production handling agreements, joint venture agreements, gas partnership agreements, unitization and pooling declarations and agreements, transportation agreements, marketing agreements, processing agreements, development agreements, gas balancing or deferred production agreements, injection, repressuring and recycling agreements, salt water or other disposal agreements, seismic or other geophysical permits or agreements, in each case, to the extent the same (i) are ordinary and customary to the oil, gas and other mineral exploration, development, processing or extraction business, (ii) do not otherwise cause any other express representation or warranty of any Covenant Party in any of the Notes Documents to be untrue, (iii) do not operate to materially reduce the net revenue interest for such Hydrocarbon Interests (if any) in the aggregate, as reflected in any Mortgage or the most recently delivered Reserve Report, or materially increase the working interest for such Hydrocarbon Interests (if any) in the aggregate, as reflected in any Mortgage or the most recently delivered Reserve Report, without a corresponding increase in the corresponding net revenue interest, and (iv) secure obligations that are not delinquent and do not in any case materially detract from the value of the Hydrocarbon Interests subject thereto; provided that any Liens created by the Joint Operating Agreement as in effect on the Issue Date (but not arising out of any default or breach by GasCo thereunder) shall be considered “Permitted Liens” irrespective of compliance with the foregoing subclauses (i) through (iv);

(ee)

Liens existing on the Issue Date (other than pursuant to clause (l) above);

(ff)

Liens related to any sales or discounts without recourse (other than customary representation and warranties) of accounts receivable arising in the ordinary course of business in connection with the compromise, collection or other disposition thereof; and

(gg)

extensions, renewals and replacements of any of the foregoing Liens to the extent and for so long as the Debt or other obligations secured thereby remain outstanding.

(b)

the daily or forward purchase and/or sale, or other acquisition or disposition of natural gas, natural gas transportation and/or related commodities, including, swaps, options and swaptions, in each case, whether physical or financial;

(c)

electric energy-related tolling transactions, as seller or tolling services;

(d)

price risk management activities or services;

(e)

other similar gas or electric industry activities or services; or

(f)

additional services as may be consistent with Prudent Industry Practice from time to time in support of the marketing and trading related to the Property of any Covenant Party;

Term	Defined in Section
“Additional Notes”	Section 2.07(a)
“Additional Notes Special Mandatory Redemption”	Section 2.07(a)(5)
“Applicable Premium Deficit”	Section 3.03
“Bankruptcy Event of Default”	Section 6.01(6)
“Change of Control Offer”	Section 4.11(a)
“Change of Control Payment”	Section 4.11(a)
“Change of Control Payment Date”	Section 4.11(b)
“Covenant Defeasance”	Section 8.03
“Event of Default”	Section 6.01
“Legal Defeasance”	Section 8.02
“Payment Default”	Section 6.01(4)(a)
“Restricted Payments”	Section 4.05(a)
“Successor Company”	Section 5.01(a)(1)
“Successor Subsidiary Guarantor”	Section 5.02(a)(1)

(1)

a term has the meaning assigned to it;

(2)

an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

(3)

“or” is not exclusive;

(4)

words in the singular include the plural, and in the plural include the singular;

(5)

“will” shall be interpreted to express a command;

(6)

“including” or “include” means including or include without limitation;

(7)

provisions apply to successive events and transactions; and

(8)

references to sections of or rules under the Securities Act will be deemed to include substitute, replacement or successor sections or rules adopted by the SEC from time to time.

(1)

Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto).  Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto).  Each Global Note shall represent such of the outstanding Notes as will be specified therein and each shall provide that it represents the aggregate principal amount of outstanding Notes from time to time as reflected in the records of the Trustee and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions.  The Trustee’s records shall be noted to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof.

(2)

Notes sold within the United States of America to QIBs pursuant to Rule 144A under the Securities Act shall be issued initially in the form of one or more 144A Global Notes, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Custodian for DTC and registered in the name of Cede & Co., the nominee of DTC, duly executed by the Company and authenticated by the Trustee or the authenticating agent as provided herein.  The aggregate principal amount of the 144A Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee, as the case may be, in connection with transfers of interests as hereinafter provided.

(3)

Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more Regulation S Temporary Global Notes, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Custodian for DTC and registered in the name of Cede & Co., the nominee of DTC, duly executed by the Company and authenticated by the Trustee or the authenticating agent as provided herein.  In no event shall any Company hold an interest in a Regulation S Temporary Global Note other than directly or indirectly in or through accounts maintained at Euroclear or Clearstream as indirect participants in DTC.  Prior to the termination of the Distribution Compliance Period, an interest in a Regulation S Temporary Global Note may not be transferred to or for the account or benefit of a “U.S.  Person” (as defined in Rule 902(k) of Regulation S) (other than a “distributor” (as defined in Rule 902(d) of Regulation S)).

(4)

Following the termination of the Distribution Compliance Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to the Applicable Procedures.  Simultaneously with the authentication of such Regulation S Permanent Global Note, the Trustee shall, upon receipt of a Company Order, cancel the Regulation S Temporary Global Note.  The aggregate principal amount of the Regulation S Temporary Global Notes and the Regulation S Permanent Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee, as the case may be, in connection with transfers of interests as hereinafter provided.

(1)

the Company delivers to the Trustee notice from the Depository that it is unwilling or unable to continue to act as Depository or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depository is not appointed by the Company within 90 days after the date of such notice from the Depository; or

(2)

upon the written request of a Holder if a Default or Event of Default shall have occurred and be continuing with respect to the Notes.

(1)

Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in any Restricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions set forth in the Private Placement Legend;

(2)

All Other Transfers and Exchanges of Beneficial Interests in Global Notes.  In connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.06(b)(1) above, the transferor of such beneficial interest must deliver to the Registrar either:

(3)

Transfer of Beneficial Interests to Another Restricted Global Note.  A beneficial interest in any Restricted Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies with the requirements of Section 2.06(b)(2) above and the Registrar receives the following:

(a)

if the transferee will take delivery in the form of a beneficial interest in the 144A Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; and

(b)

if the transferee will take delivery in the form of a beneficial interest in the Regulation S Temporary Global Note or the Regulation S Permanent Global Note, as the case may be, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof;

(4)

Transfer and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in an Unrestricted Global Note.  A beneficial interest in any Restricted Global Note may be exchanged by any Holder thereof for a beneficial interest in an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note if the exchange or transfer complies with the requirements of Section 2.06(b)(2) above and:

(1)

Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes.  If any Holder of a beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Restricted Definitive Note, then, upon receipt by the Registrar of the following documentation:

(a)

if the Holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (2)(a) thereof;

(b)

if such beneficial interest is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof;

(c)

if such beneficial interest is being transferred to a non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904 of Regulation S, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof;

(d)

if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof;

(e)

if such beneficial interest is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof;

(f)

if such beneficial interest is being transferred pursuant to an effective registration statement under the Securities Act in compliance with the prospectus delivery requirements of the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof; or

(g)

if such beneficial interest is being transferred to an Institutional Accredited Investor pursuant to an exemption from the registration requirements of the Securities Act other than Rule 144A, Rule 144, or Rule 903 or Rule 904 of Regulation S, a certificate to the effect set forth in Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3)(d) thereof, if applicable;

(2)

Beneficial Interests in Regulation S Temporary Global Notes to Definitive Notes.  Notwithstanding Sections 2.06(c)(1)(a) and (c), a beneficial interest in the Regulation S Temporary Global Note may not be exchanged for a Definitive Note or transferred to a Person who takes delivery thereof in the form of a Definitive Note prior to (x) the expiration of the Distribution Compliance Period and (y) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act, except in the case of a transfer pursuant to an exemption from the registration requirements of the Securities Act other than Rule 903 or Rule 904.

(3)

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes.  A Holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if:

(4)

Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive Notes.  If any Holder of a beneficial interest in an Unrestricted Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Definitive Note, then the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(g) hereof, and the Company shall execute and, upon receipt of a Company Order in accordance with Section 2.02 hereof, the Trustee shall authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount.  Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(4) shall be registered in such name or names and in such authorized denomination or denominations as the Holder of such beneficial interest requests through instructions to the Registrar from or through the Depository and the Participant or Indirect Participant.  The Trustee shall deliver such Definitive Notes to the Persons in whose names such Notes are so registered.  Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(4) will not bear the Private Placement Legend.

(1)

Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes.  If any Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation:

(a)

if the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (2)(b) thereof;

(b)

if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof;

(c)

if such Restricted Definitive Note is being transferred to a non-U.S.  Person in an offshore transaction in accordance with Rule 903 or Rule 904 of Regulation S, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof;

(d)

if such Restricted Definitive Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof;

(e)

if such Restricted Definitive Note is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof;

(f)

if such beneficial interest is being transferred pursuant to an effective registration statement under the Securities Act in compliance with the prospectus delivery requirements of the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof; or

(g)

if such beneficial interest is being transferred to an Institutional Accredited Investor pursuant to an exemption from the registration requirements of the Securities Act other than Rule 144A, Rule 144, or Rule 903 or Rule 904 of Regulation S, a certificate to the effect set forth in Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3)(d) thereof, if applicable;

(2)

Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes.  A Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if:

(3)

Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes.  A Holder of an Unrestricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note at any time.  Upon receipt of a request for such an exchange or transfer, the Trustee will cancel the applicable Unrestricted Definitive Note and increase or cause to be increased the aggregate principal amount of one of the Unrestricted Global Notes.

(4)

Unrestricted Definitive Notes to Beneficial Interests in Restricted Global Notes Prohibited.  An Unrestricted Definitive Note may not be exchanged for, or transferred to Persons who take delivery thereof in the form of, beneficial interests in a Restricted Global Note.

(1)

Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following:

(a)

if the transfer will be made pursuant to Rule 144A, then the transferor must deliver a certificate in the form of Exhibit C hereto, including the certifications in item (1) thereof;

(b)

if the transfer will be made pursuant to Rule 903 or Rule 904 of Regulation S, then the transferor must deliver a certificate in the form of Exhibit C hereto, including the certifications in item (2) thereof; and

(c)

if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit C hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable.

(2)

Restricted Definitive Notes to Unrestricted Definitive Notes.  Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if:

(1)

Private Placement Legend.

(a)

Except as permitted by subparagraph (b) below, each Global Note and each Definitive Note (and all Notes issued in exchange therefor or substitution thereof) shall bear the legend in substantially the following form:

(b)

Notwithstanding the foregoing, any Global Note or Definitive Note issued pursuant to subparagraphs (b)(4), (c)(3), (c)(4), (d)(2), (d)(3) or (e)(2) of this Section 2.06 (and all Notes issued in exchange therefor or substitution thereof) will not bear the Private Placement Legend.

(2)

Global Note Legend.  Each Global Note will bear a legend in substantially the following form:

(3)

Regulation S Temporary Global Note Legend.  Each Regulation S Temporary Global Note will bear a legend in substantially the following form:

(1)

To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon receipt of a Company Order in accordance with Section 2.02 hereof or at the Registrar’s request.

(2)

No service charge shall be made to a Holder of a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company and the Trustee may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 3.06, 4.11 and 9.04 hereof and Section 2.11 of this Indenture).

(3)

The Registrar shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.

(4)

All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.

(5)

Neither the Registrar nor the Company shall be required:

(a)

to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection;

(b)

to register the transfer of or to exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or

(c)

to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date.

(6)

Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary.

(7)

The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof.

(8)

All orders, certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.

(9)

Notwithstanding anything herein to the contrary, neither the Trustee nor the Registrar shall be responsible for ascertaining whether any transfer or exchange complies with the registration provisions of or exemptions from the Securities Act or applicable state securities laws.

(10)

None of the Trustee, Agent, the Company or the Subsidiary Guarantors shall have any responsibility or obligation to any Beneficial Owner of an interest in a Global Note, any agent member or other member of, or a participant in, DTC or other person with respect to the accuracy of the records of DTC or any nominee or participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any agent member or other participant, member, Beneficial Owner or other person (other than DTC) of any notice or the payment of any amount or delivery of any Notes (or other security or property) under or with respect to such Notes. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Notes shall be given or made only to or upon the order of the Holders (which shall be DTC or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through DTC, subject to its applicable rules and procedures. The Trustee, Agents, the Company and the Subsidiary Guarantors may rely and shall be fully protected in relying upon information furnished by DTC with respect to its agent members and other members, participants and any beneficial owners.

(1)

the aggregate principal amount of such Additional Notes;

(2)

the date or dates on which such Additional Notes will be issued;

(3)

the price at which the Additional Notes will be issued;

(4)

the first interest payment date and the first date from which interest will accrue on the Additional Notes;

(5)

the date or dates and price or prices at which, the period or periods within which, and the terms and conditions upon which, such Additional Notes may be redeemed, in whole or in part pursuant to any special mandatory redemption using amounts released from any escrow account into which proceeds of the issuance of such Additional Notes are deposited pending consummation of any acquisition, Investment, refinancing or other transaction (such redemption, an “Additional Notes Special Mandatory Redemption”);

(6)

[reserved]; and

(7)

the ISIN, Common Code, CUSIP or other securities identification numbers with respect to such Additional Notes, and the relevant clearing systems.

(1)

the clause of the Notes pursuant to which the redemption shall occur;

(2)

the redemption date;

(3)

the principal amount of the Notes to be redeemed;

(4)

the redemption price; and

(5)

the applicable CUSIP numbers, if any.

(1)

Debt of the Company under the Credit Agreement and any Refinancing thereof in an aggregate amount at any time outstanding pursuant to this clause (a)(1) not to exceed $400.0 million;

(2)

(x) Debt represented by the Notes (other than any Additional Notes) and any Subsidiary Guarantee thereof and (y) Debt of the Company existing on the Issue Date (other than Debt pursuant to clause (1) or (2)(x) of this Section 4.04(a));

(3)

Debt incurred with respect to (i) letters of credit, bank guarantees or similar instruments in connection with any Commodity Hedge and Power Sale Agreement, Physical Power or Gas Sale Agreement, or any Interest Rate Agreement, in an aggregate outstanding face amount not to exceed $50.0 million and (ii) any Acceptable Letter of Credit, in an aggregate outstanding face amount not to exceed $50.0 million;

(4)

Debt among the Operating Parties and Long Ridge West Virginia;

(5)

Debt in respect of repurchase agreements constituting Cash Equivalents;

(6)

Debt in respect of netting services, overdraft protections and otherwise in connection with deposit accounts;

(7)

Debt of the Operating Parties and/or Long Ridge West Virginia secured by Liens permitted by clause (m) of the definition of “Permitted Liens” not to exceed in the aggregate, when taken together with any outstanding Debt permitted to be incurred pursuant to clauses (8) and (14) of this Section 4.04(a), $50.0 million at any time outstanding; provided, that any such Debt shall be secured only by the Property acquired in connection with the incurrence of such Debt;

(8)

Debt of the Operating Parties and/or Long Ridge West Virginia incurred for the purpose of funding any Required Capital Expenditures (including expenditures that would constitute Capital Expenditures but for clause (f) of the definition thereof) not to exceed in the aggregate, when taken together with outstanding Debt permitted to be incurred pursuant to clauses (7) and (14) of this Section 4.04(a), $50.0 million at any time outstanding;

(9)

to the extent constituting Debt, payment obligations of the Operating Parties and/or Long Ridge West Virginia under (A) Interest Rate Agreements designed to hedge against fluctuations in interest rates, (B) Commodity Hedge and Power Sale Agreements to the extent permitted to hedge against fluctuations in commodities pricing, in the case of (A) and (B), incurred in the ordinary course of business, or (C) any Physical Power or Gas Sale Agreement;

(10)

other Debt of the Operating Parties and/or Long Ridge West Virginia in an aggregate amount not to exceed $25.0 million at any one time outstanding;

(11)

to the extent constituting Debt, and contingent obligations of the Operating Parties and/or Long Ridge West Virginia under or in respect of performance bonds, bid bonds, appeal bonds, surety bonds, financial assurances and completion guarantees, indemnification obligations, obligations to pay insurance premiums, take or pay obligations and similar obligations in each case incurred in the ordinary course of business and not in connection with debt for borrowed money;

(12)

to the extent constituting Debt, Debt of the Operating Parties and/or Long Ridge West Virginia arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business or other cash management services in the ordinary course of business; provided, that such Debt is extinguished within 10 Business Days of its incurrence;

(13)

Finance Lease Obligations of the Operating Parties and/or Long Ridge West Virginia not to exceed in the aggregate, when taken together with any outstanding Debt permitted to be incurred pursuant to clauses (7) and (8) of this Section 4.04(a), $50.0 million at any time outstanding; provided, that any such Debt shall be secured only by the Property subject to such Finance Lease Obligations;

(14)

trade payables incurred in the ordinary course of business (but not for borrowed money) and (A) not more than ninety (90) days past due or (B) being contested in good faith by appropriate proceedings;

(15)

to the extent constituting Debt, financing of insurance premiums;

(16)

contingent obligations resulting from indemnities provided under the Transaction Documents and indemnities provided in the ordinary course under other Project Documents; and

(17)

obligations of the Operating Parties and/or Long Ridge West Virginia under any Project Document incurred in the ordinary course of business (including any guarantees made pursuant to the Project Documents) to the extent such amounts are (A) not overdue by more than ninety (90) days or (B) being contested in good faith and by appropriate proceedings and in respect of which adequate reserves are in place in accordance with the Operating Parties’ standard accounting practices.

(1)

declare or pay any dividend or make any payment or distribution on account of any Company Party’s Equity Interests, including any dividend or distribution payable in connection with any merger, amalgamation or consolidation other than:

(a)

dividends, payments or distributions by the Company payable solely in Equity Interests (other than Disqualified Equity Interests) of the Company or in options, warrants or other rights to purchase such Equity Interests (other than Disqualified Equity Interests); or

(b)

dividends, payments or distributions by an Operating Party so long as, in the case of any dividend, payment or distribution payable on or in respect of any class or series of securities issued by an Operating Party, the Company or an Operating Party receives at least its pro rata share of such dividend, payment or distribution in accordance with its Equity Interests in such class or series of securities;

(2)

redeem, purchase, repurchase, defease or otherwise acquire or retire for value any Equity Interests of the Company or any parent entity of the Company, including in connection with any merger, amalgamation or consolidation, in each case, held by a Person other than a Covenant Party;

(3)

make any principal payment on, or redeem, purchase, repurchase, defease, discharge or otherwise acquire or retire for value, in each case, prior to any scheduled repayment, sinking fund payment or maturity, any Subordinated Debt, other than:

(a)

Debt permitted to be incurred or issued under clause (4) of Section 4.04(a); or

(b)

the prepayment, redemption, purchase, repurchase, defeasance, discharge or other acquisition or retirement of Subordinated Debt in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of prepayment, redemption, purchase, repurchase, defeasance, discharge or acquisition or retirement; or

(4)

make any Restricted Investment

(a)

during the period prior to full repayment or termination of the Credit Agreement (or any Debt which Refinances or replaces the Credit Agreement and has equivalent “cash flow sweep” provisions to the Credit Agreement), up to an amount equal to the Cash Flow Available for Restricted Payments or Investments relating to such period; provided, that (1) no Event of Default shall have occurred and be continuing or would result from the making of such Restricted Payment and (2) the Debt Service Reserve Account shall be funded (including by an Acceptable Letter of Credit) at such date in an aggregate amount equal to the then applicable Debt Service Reserve Requirement; and

(b)

for any applicable taxable period up to an amount equal to the Permitted Tax Distribution Amount for such period for the applicable Operating Party; provided, that (1) no Event of Default shall have occurred and be continuing or would result from the making of such Restricted Payment, and (2) the Debt Service Reserve Account shall be funded (including by an Acceptable Letter of Credit) at such date in an aggregate amount equal to the then applicable Debt Service Reserve Requirement.

(2)

distribution of any proceeds received by any Covenant Party in accordance with any Casualty Event as contemplated by the Credit Agreement (or any equivalent “casualty proceeds sweep” provision of any Debt which Refinances or replaces the Credit Agreement);

(3)

payment of cash dividends by the Company so long as the proceeds thereof are promptly used (or subsequently paid to a parent company) for payment of obligations under or in respect of director and officer insurance policies to the extent reasonably attributable to the ownership or operation of the Company;

(4)

payments by the Company to any controlled affiliates or any parent company of the Company for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including in connection with the Transactions and other acquisitions or divestitures, which payments are approved by the board of directors or board of managers, as applicable, of the Company in good faith;

(5)

payments by the Company made with the proceeds of amounts on deposit in or credited to any Permitted Borrower Account;

(6)

payments made by the Company with the proceeds of amounts on deposit in or credited to any Excluded Commodity Account, in an aggregate amount not to exceed (A) the amount of equity contributions or amounts otherwise available for Restricted Payments under this Section 4.05 deposited in any Excluded Commodity Account less (B) any amounts that have been previously transferred pursuant to this clause (6);

(7)

to the extent constituting Restricted Payments the Covenant Parties may enter into transactions expressly permitted pursuant to Section 5.01 or Section 4.13;

(8)

distribution of amounts received by the Company from any Permitted Commodity Hedge Counterparty (as defined in the Existing Credit Facilities) in connection with the termination of any Permitted Commodity Hedge Agreement (as defined in the Existing Credit Facilities) to the extent such termination was effected on or prior to the Issue Date;

(9)

Restricted Payments by the Company in an amount not to exceed the amount of Excluded Contributions previously received by the Company and Not Otherwise Applied;

(10)

distributions by the Company of Permitted Cash Credit Support;

(11)

Restricted Payments by any Operating Party or Long Ridge West Virginia to any Covenant Party;

(12)

additional Restricted Payments by the Company in an aggregate amount not to exceed $25.0 million; and

(13)

without duplication of amounts used to make Restricted Payments pursuant to subclause (a) above, Restricted Payments in an amount equal to the aggregate amount of any Declined Excess Cash Flow Offer Amounts not otherwise used to make a Restricted Payment under this subclause (13).

(1)

Within sixty (60) days after the end of each of the first three Fiscal Quarters of each Fiscal Year, the unaudited consolidated balance sheets of the Company as at the end of such Fiscal Quarter and the related consolidated unaudited statements of income, stockholders’ equity and cash flows of the Company for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, setting forth in each case in comparative form (beginning with the Fiscal Quarter ending March 31, 2025) the corresponding figures for the corresponding periods of the previous Fiscal Year, all in reasonable detail.

(2)

(i) Within one hundred and twenty (120) days after the end of each Fiscal Year, the audited consolidated financial statements of the Company, together with the related balance sheets, statements of income, stockholders’ equity and cash flows for such Fiscal Year, setting forth in comparative form (beginning with the Fiscal Year ending December 31, 2025) the corresponding figures for the previous Fiscal Year, in reasonable detail; and (ii) with respect to such financial statements referred to in the foregoing clause (i), a report thereon of any independent certified public accountants of recognized national standing reasonably selected by the Company in good faith.

(1)

accept for payment all Notes or portions of Notes validly tendered pursuant to the Change of Control Offer;

(2)

deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes validly tendered; and

(3)

deliver or cause to be delivered to the Trustee the Notes validly tendered together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company.

(1)

the Covenant Party receives consideration (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, in connection with such Asset Sale) at the time of such Asset Sale at least equal to the Fair Market Value (measured at the time of contractually agreeing to such Asset Sale) of the assets sold or otherwise disposed of; and

(2)

except in the case of a Permitted Asset Swap, at least 75.0% of the consideration for such Asset Sale received (or to be received) by the Covenant Parties is in the form of cash or Cash Equivalents.

(1)

to prepay, repay or purchase either (i) the Notes, (ii) any Obligations under Debt incurred pursuant to clause (1) of Section 4.04; or (iii) other First Lien Obligations; provided, that in the case of any prepayment, repayment or purchase pursuant to clause (iii), the Covenant Party will use a pro rata portion of such Net Cash Proceeds to (A) reduce the outstanding principal amount of the Notes by either (x) redeeming Notes pursuant to paragraph 5 of the Notes and/or (y) purchasing Notes through open-market purchases and/or (B) make an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all holders of Notes to purchase their Notes at 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to but excluding the date fixed for the repurchase of such Notes pursuant to such offer;

(2)

to invest in the business of the Company or its Subsidiaries (including, without limitation, to (i) acquire, maintain, develop, construct, improve, upgrade, or repair any asset used or useful in such business or to make any acquisition or other investment in a Similar Business or (ii) make capital expenditures); or

(3)

any combination of the foregoing;

(1)

any liabilities (as shown on the Covenant Party’s most recent balance sheet or in the footnotes thereto) of the Covenant Parties, other than contingent liabilities and liabilities that are by their terms subordinated in right of payment to the Notes, that are assumed by the transferee of any such assets and for which the Covenant Party has been validly released by all creditors in writing;

(2)

any securities, notes or other obligations received by the Covenant Parties from such transferee that are converted by the Covenant Parties into cash within 180 days of the receipt of such securities, notes or other obligations, to the extent of the cash received in that conversion;

(3)

(A) any stock or assets acquired in connection with a reinvestment of the Net Cash Proceeds to acquire (x) all or substantially all of the assets of, or any Capital Stock of, another Person engaged primarily in a Similar Business, if, after giving effect to any such acquisition of Capital Stock, such Person is or becomes a Covenant Party and (y) other assets (that are not inventory or working capital unless the sold assets were inventory or working capital) that are used or useful in a Similar Business, and (B) any stock or assets as described in preceding clauses (A)(x) and (A)(y) acquired in exchange for the assets being disposed of pursuant to the respective Asset Sale; and

(4)

any Designated Noncash Consideration received by a Covenant Party in such Asset Sale having an aggregate Fair Market Value not to exceed $30.0 million at the time of the receipt of such Designated Noncash Consideration, with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value.

(1)

make a Restricted Payment of all or a portion of the PowerCo Assets;

(2)

make an Investment in any Person using all or a portion of the PowerCo Assets;

(3)

the sale or other Disposition of all or a portion of the PowerCo Assets shall constitute the sale of “all or substantially all” of the assets of the Company and its Subsidiaries for purposes of Section 4.11 and Article 5; or

(4)

enter into any transaction in which PowerCo ceases to be a Subsidiary Guarantor other than a transaction that complies with Sections 4.11 and 5.01;

(1)

the foregoing shall not apply to restrictions and conditions imposed by law, rule, regulation or order or by any restrictions and conditions contained in any Notes Document, any Debt permitted by clause (1) of Section 4.04(a), the Credit Agreement or the Project Documents;

(2)

the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to Debt permitted by Section 4.04;

(3)

the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to dispositions permitted by Article 5 or Section 4.13 pending such dispositions;

(4)

the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment, subletting or other transfer thereof (including the granting of any Lien);

(5)

the foregoing shall not apply to restrictions or conditions imposed by restrictions on cash and other deposits or net worth provisions in leases and other agreements entered into in the ordinary course of business;

(6)

the foregoing shall not apply if such restrictions and conditions were binding on a Covenant Party or its assets at the time such Covenant Party first becomes a Covenant Party or such assets were first acquired by such Covenant Party (other than a Covenant Party that was a Covenant Party on the Issue Date or assets owned by any Covenant Party on the Issue Date), so long as such obligations were not entered into in contemplation of such Person becoming a Covenant Party or assets being acquired;

(7)

the foregoing shall not apply to customary provisions in partnership agreements, limited liability company governance documents, joint venture agreements and other similar agreements that restrict the transfer of assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or similar Person;

(8)

the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Debt permitted by this Indenture if such restrictions or conditions apply only to the property or assets securing such Debt or the Persons obligated thereon;

(9)

the foregoing shall not apply to customary restrictions that arise in connection with any Lien permitted by Section 4.06 on any asset or property that is not, and is not required to be, Collateral that relates to the asset or property subject to such Lien; and

(10)

the foregoing shall not apply to any restrictions and conditions imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of any contract, instrument or obligation referred to in clauses (1) through (9) above; provided that such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Company, no more restrictive with respect to such restrictions taken as a whole than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

(1)

reasonable fees and compensation paid to and indemnities provided for or on behalf of all officers, directors, members of management, managers, employees, members, partners, consultants or independent contractors of any Covenant Party, as well as compensation to Affiliates in connection with financial advisory, consulting, financing, underwriting or placement services or in respect of other investment banking activities and other transaction fees, including in connection with any acquisitions or divestitures, in each case as determined in good faith by such Covenant Party’s board of directors or senior management;

(2)

Restricted Payments, Permitted Investments and any other transaction or arrangement made in accordance with the terms of this Indenture;

(3)

[reserved];

(4)

payments by any Operating Party and/or Long Ridge West Virginia to reimburse the Company or any of its Affiliates for their reasonable out-of-pocket expenses, and to indemnify them, pursuant to the terms of their respective Organizational Documents;

(5)

the Transaction Documents as in effect on the Issue Date entered into by any Company Party with any or more of its Affiliates and the transactions expressly contemplated thereby, and any Replacement Project Contracts in respect thereof (provided that such Replacement Project Contracts are on substantially similar terms and conditions as the Project Documents they replace as reasonably determined by the Company in good faith);

(6)

any arrangement by any Affiliate of any credit support required to be provided under any Permitted Commodity Hedge Agreement so long as claims of such Affiliate arising out of such credit support are treated as equity contributions to any Company Party;

(7)

transactions for the sale and purchase of natural gas and related services solely among the Operating Parties and/or Long Ridge West Virginia;

(8)

any Investment or Restricted Payment not prohibited by Section 4.05 and issuances of Equity Interests and issuances and incurrences of Debt and Preferred Stock not restricted by this Indenture;

(9)

sales or issuances of Capital Stock to Affiliates of the Company which are otherwise permitted or not restricted by this Indenture or the other Notes Documents;

(10)

transactions with customers, clients, franchisees, suppliers or purchasers or sellers of goods or services, or transactions otherwise relating to the purchase or sale of goods or services, in each case, in the ordinary course of business and otherwise in compliance with the terms of this Indenture, which are fair to the Covenant Parties, in the reasonable determination of the directors of the Company, or are on terms at least as favorable, in all material respects, as might reasonably have been obtained at such time from an unaffiliated party;

(11)

the entering into of any Tax sharing agreement or arrangement to the extent payments under such agreement or arrangement would otherwise be permitted pursuant to clause (a)(2) of the second paragraph of Section 4.05;

(12)

any contribution to the capital of the Covenant Parties;

(13)

any subscription agreement or similar agreement pertaining to the repurchase of Equity Interests pursuant to put/call rights or similar rights with current or former officers, directors, members of management, managers, employees, members, partners, consultants or independent contractors;

(14)

transactions in existence on the Issue Date and any amendment, modification or extension thereof to the extent such amendment, modification or extension, taken as a whole, is not materially adverse to the Holders or more disadvantageous, in any material respect, to the Holders than the relevant transaction in existence on the Issue Date, in each case as determined in the good faith judgment of the board of directors or the senior management of the Company;

(15)

the payment of customary fees and reasonable out-of-pocket costs to, and indemnities provided on behalf of, members of the board of directors, officers, employees, members of management, managers, members, partners, consultants and independent contractors of the Covenant Parties;

(16)

any transaction between or among the Covenant Parties and/or one or more joint ventures with respect to which any of the Covenant Party holds Equity Interests (or any entity that becomes a Covenant Party or a joint venture, as applicable, as a result of such transaction) to the extent not prohibited by this Indenture;

(17)

any transaction in which a Covenant Party delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the relevant Covenant Party from a financial point of view or stating that the terms are substantially similar, when taken as a whole, to those that would have been obtained in a comparable transaction by the Covenant Party with an unrelated Person on an arm’s length basis;

(18)

(a) Affiliate purchases of the Notes to the extent permitted under this Indenture, and the payments and other related transactions in respect thereof (including any payment of out-of-pocket expenses incurred by such Affiliate in connection therewith), (b) other investments by Fortress, its Affiliates or Permitted Holders in securities or loans of any Covenant Party (and any payment of out-of-pocket expenses incurred by such Permitted Holders in connection therewith) so long as the investment is being offered generally to other investors on the same terms or on terms that are more favorable to the Company and (c) payments to Fortress, its Affiliates or Permitted Holders in respect of securities or loans of the Covenant Parties contemplated in the foregoing subclause (b) or that were acquired from Persons other than the Covenant Parties, in each case, in accordance with the terms of such securities or loans;

(19)

payment to any Permitted Holder of out-of-pocket expenses incurred by such Permitted Holder in connection with any direct or indirect Investment in the Company and its Subsidiaries;

(20)

any lease entered into between any Covenant Party, on the one hand, and any Affiliate of the Company, on the other hand, which is approved by the Board of Directors of the Company or is entered into in the ordinary course of business;

(21)

transactions between any Covenant Party and any other Person that would constitute an Affiliate solely because a director of such other Person is also a director of the Company; provided, however, that such director abstains from voting as a director of the Company on any matter including such other Person;

(22)

any transition services arrangement, supply arrangement or similar arrangement entered into in connection with or in contemplation of the disposition of assets or Equity Interests in any Operating Party or Long Ridge West Virginia not in violation of Section 4.13 that the Board of Directors of the Company determines is either fair to the Company or otherwise on customary terms for such type of arrangements in connection with similar transactions;

(23)

payments by the Covenant Parties pursuant to tax sharing agreements among the Company and its Subsidiaries on customary terms; provided that such payments shall not exceed the excess (if any) of the amount of taxes that the relevant Covenant Parties would have paid on a stand-alone basis over the amount of such taxes actually paid by the relevant Covenant Parties directly to governmental authorities;

(24)

payments to and from, and transactions with, any joint ventures entered into in the ordinary course of business, consistent with past practice or consistent with industry norm (including any cash management activities related thereto); and

(25)

transactions undertaken in good faith (as certified by a responsible financial or accounting officer of the Company in an Officer’s Certificate) for the purposes of improving the consolidated tax efficiency of the Company and its Subsidiaries and not for the purpose of circumventing any covenant set forth in this Indenture.

(1)

its direct ownership of Capital Stock of any Operating Party or Long Ridge West Virginia;

(2)

equity issuances, transfers, retirements, exchanges, splits into series and repurchases of the Capital Stock of the Company (and, for the avoidance of doubt, not of the Operating Parties) or Long Ridge West Virginia not prohibited hereunder;

(3)

the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance);

(4)

the entering into, and the performance of its obligations under, the Notes Documents to which it is a party (including, (i) making any requests as required under this Indenture, (ii) the giving and receipt of notices, (iii) the delivery of all documents, reports, financial statements and written materials required to be delivered, (iv) the payment of any Obligations, and (v) all other purposes incidental to any of the foregoing (including causing any Operating Party or Long Ridge West Virginia to enter into, and perform any of its obligations under the Notes Documents));

(5)

making Restricted Payments and Investments to the extent not prohibited by Section 4.05, including making Investments in the Notes (including any Additional Notes) or any other Debt or any Capital Stock or other Investments, and the incurrence, guarantee, offering, sale, issuance and servicing, listing, purchase, redemption, exchange, conversion, refinancing or retirement of Debt (and guarantees thereof) permitted by the terms of this Indenture, including activities reasonably incidental thereto, including performance of the terms and conditions of such Debt, to the extent such activities are otherwise permissible under this Indenture and the granting of Liens permitted pursuant to this Indenture, distributing, lending or otherwise advancing funds to the extent not prohibited by this Indenture;

(6)

activities undertaken with the purpose of, or directly related to, this incurrence or the fulfilling or exercising of (i) rights and obligations arising under this Indenture, the Credit Agreement and any other Transaction Documents or other Debt and other security documents or any other agreement of the Company and its Subsidiaries existing on the Issue Date (including amendments and replacements and extensions thereof) or to which it is or becomes a party, including any activity reasonably relating to the servicing, purchase, redemption, amendment, exchange, refinancing or retirement of the Notes or other Debt; or (ii) any other document or obligations under any Transaction Documents;

(7)

participating in tax, accounting and other administrative matters as a member of the consolidated group of the Company and its Subsidiaries or the making and filing of any reports required by any Governmental Authority;

(8)

providing customary indemnification to its officers, managers and directors;

(9)

entering into any non-disclosure agreements in the ordinary course of business;

(10)

the procurement and maintenance of insurance in the ordinary course of business; and

(11)

any other activities not specifically enumerated above that are ancillary or de minimis in nature and/or reasonably incidental to the foregoing and customary for passive holding companies and/or consistent with activities undertaken as of the Issue Date or consistent with past practice. Notwithstanding anything in this Section 4.20 to the contrary, the Company shall apply the proceeds of the Notes, the New Term Loans and CapEx Loan Proceeds as described under the caption "Use of Proceeds" set forth in the Offering Memorandum.

(1)

either (a) the Company is the surviving entity or (b) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made is an entity organized or existing under the laws of the United States, any state thereof, or the District of Columbia (such Person, as the case may be, being herein called the “Successor Company”);

(2)

the Successor Company (if other than the Company) expressly assumes, via a supplemental indenture, all the Obligations of the Company under (x) this Indenture and the Notes and (y) if applicable, prior to a Release Event, the First Lien Documents, and in connection therewith shall cause instruments to be filed and recorded and take such other actions as may be required by Applicable Law to perfect or continue the perfection of the Lien created under the First Lien Documents on the Collateral owned by or transferred to such other Person, in each case, pursuant to documents in such form as are reasonably satisfactory to the Trustee and the Collateral Agent;

(3)

immediately after such transaction, no Event of Default exists;

(4)

prior to a Release Event, to the extent any assets of the Person which is merged, consolidated or amalgamated with or into the Person formed by or surviving any such consolidation or merger are assets of the type which would constitute Collateral under the First Lien Documents, the Person formed by or surviving any such consolidation or merger will take such action as may be reasonably necessary to cause such property and assets to be made subject to the Lien of the First Lien Documents in the manner and to the extent required in this Indenture or any of the First Lien Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required by the First Lien Documents; and

(5)

there has been delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Indenture and that all conditions precedent therein relating to such transaction have been complied with.

(1)

either (i) such Subsidiary Guarantor is the surviving entity or (ii) the Person formed by or surviving any such consolidation or merger (if other than such Subsidiary Guarantor) or to which such sale, assignment, transfer, conveyance or other disposition has been made is an entity organized or existing under the laws of the United States, any state thereof, or the District of Columbia (such Person, as the case may be, being herein called the “Successor Subsidiary Guarantor”);

(2)

the Successor Subsidiary Guarantor assumes all the Obligations of such Subsidiary Guarantor under (x) this Indenture and the Subsidiary Guarantee and (y) if applicable, prior to a Release Event, the First Lien Documents, and in connection therewith shall cause instruments to be filed and recorded and take such other actions as may be required by Applicable Law to perfect or continue the perfection of the Lien created under the First Lien Documents on the Collateral owned by or transferred to such other Person, in each case, pursuant to documents in such form as are reasonably satisfactory to the Trustee and the Collateral Agent;

(3)

immediately after such transaction, no Event of Default exists;

(4)

prior to a Release Event, to the extent any assets of the Person which is merged, consolidated or amalgamated with or into the Person formed by or surviving any such consolidation or merger are assets of the type which would constitute Collateral under the First Lien Documents, the Person formed by or surviving any such consolidation or merger will take such action as may be reasonably necessary to cause such property and assets to be made subject to the Lien of the First Lien Documents in the manner and to the extent required in this Indenture or any of the First Lien Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required by the First Lien Documents; and

(5)

there has been delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such guarantee agreement, if any, and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, complies with this Indenture.

(1)

a merger, amalgamation or consolidation solely for the purpose of reincorporating or reorganizing the Company or any Subsidiary Guarantor in another jurisdiction or forming a direct or indirect holding company of the Company;

(2)

any sale, transfer, assignment, conveyance, lease or other disposition of assets between or among the Company and its Subsidiaries, including by way of merger or consolidation;

(3)

any IPO Reorganization Transaction or any IPOCo Transactions;

(4)

a merger, amalgamation or consolidation of a Subsidiary Guarantor with or into the Company or another Subsidiary Guarantor; and

(5)

any sale, transfer, assignment, conveyance or other disposition of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Company or another Subsidiary Guarantor.

(1)

default for 30 days in the payment when due of interest on the Notes;

(2)

default in payment when due of the principal of, or premium, if any, on the Notes;

(3)

failure by a Covenant Party to comply with any covenant in this Indenture (other than a default specified in clause (1) or (2) of this Section 6.01) if such failure shall remain unremedied for 60 days (or 120 days in the case of Section 4.09) after written notice by the Trustee or Holders of at least 30% in principal amount of the Notes then outstanding; provided, that if such failure is not capable of remedy within such 30-day period, such 30-day period shall be extended as may be necessary to cure such failure, such extended period not to exceed ninety (90) days in the aggregate (inclusive of the original 30-day period) so long as (A) such Default is susceptible to cure, (B) any Covenant Party commences and is diligently pursuing a cure in good faith and (C) if such Default has had or could reasonably be expected to have a Material Adverse Effect, such extension of time could not be reasonably expected to result in an additional Material Adverse Effect or exacerbate the existing Material Adverse Effect;

(4)

default under any document evidencing any indebtedness for borrowed money by any Covenant Party, whether such indebtedness now exists or is created after the Issue Date, if that default:

(a)

is caused by a failure to pay principal when due at final (and not any interim) maturity on or prior to the expiration of any grace period provided in such indebtedness (a “Payment Default”); or

(b)

results in the acceleration of such indebtedness prior to its express maturity (without such acceleration having been rescinded, annulled or otherwise cured),

(5)

except as permitted by this Indenture, any Subsidiary Guarantee of any Subsidiary Guarantor (or any group of Subsidiary Guarantors) that constitutes a Significant Subsidiary shall be held in any final and non-appealable judicial proceeding to be unenforceable or invalid or shall cease for any reason (other than in accordance with its terms) to be in full force and effect or any Subsidiary Guarantor (or any group of Subsidiary Guarantors) that constitutes a Significant Subsidiary, or any Person acting on behalf of any Subsidiary Guarantor (or any group of Subsidiary Guarantors) that constitutes a Significant Subsidiary, shall deny or disaffirm in writing its or their obligations under its or their Subsidiary Guarantees;

(6)

(a) a court of competent jurisdiction (i) enters an order or decree under any Bankruptcy Law that is for relief against any Covenant Party or any group of Subsidiary Guarantors that, taken together, would constitute a Significant Subsidiary in an involuntary case; (ii) appoints a custodian for all or substantially all of the property of any Covenant Party or any group of Subsidiary Guarantors that, taken together, would constitute a Significant Subsidiary; or (iii) orders the liquidation of any Covenant Party or any group of Subsidiary Guarantors that, taken together, would constitute a Significant Subsidiary and, in each of clauses (i), (ii) or (iii), the order, appointment or decree remains unstayed and in effect for at least 60 consecutive days after the commencement of the actions described in such clauses (i), (ii) or (iii) as applicable; or (b) any Covenant Party or any group of Subsidiary Guarantors that, taken together, would constitute a Significant Subsidiary, pursuant to or within the meaning of Bankruptcy Law (i) commences a voluntary case; (ii) consents to the entry of an order for relief against it in an involuntary case; (iii) consents to the appointment of a custodian of it or for all or substantially all of its property; or (iv) makes a general assignment for the benefit of its creditors (a “Bankruptcy Event of Default”);

(7)

any final judgments or orders, either individually or in the aggregate, for the payment of money in excess of $25.0 million, excluding any portion of any such judgment covered by insurance, shall be rendered against any Covenant Party and which final judgments or orders remain unpaid, undischarged, unwaived and unstayed for a period of more than ninety (90) consecutive days after such judgment becomes final, and in the event such judgment is covered by insurance or indemnity, an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed; or

(8)

other than by reason of the satisfaction in full of all Obligations under this Indenture and discharge of this Indenture or the release of such Collateral with respect to the Notes in accordance with the terms of this Indenture and the Notes Documents (or any other reason provided herein or therein):

(a)

in the case of any security interest with respect to Collateral having a fair market value in excess of $25.0 million, individually, such security interest under the Collateral Documents shall, at any time, cease to be a valid and perfected security interest or shall be declared invalid or unenforceable by a court of competent jurisdiction and any such default continues for 30 days after notice of such default shall have been given to the Company by the Trustee or the Holders of at least 30% in principal amount of the Notes that are outstanding (other than pursuant to the terms hereof or thereof or any defect arising as a result of the failure by the Collateral Agent to maintain possession of equity certificates delivered to it); or

(b)

the Company or any Subsidiary Guarantor that is a Significant Subsidiary (or any group of Subsidiary Guarantors that, taken together, would constitute a Significant Subsidiary) shall assert, in any pleading in any court of competent jurisdiction, that any security interest under any Collateral Document is invalid or unenforceable.

(1)

such Holder has previously given the Trustee notice that an Event of Default is continuing;

(2)

Holders of at least 30% in aggregate principal amount of the Notes that are then outstanding have requested the Trustee to pursue the remedy;

(3)

such Holders have offered the Trustee reasonable security and/or indemnity against any loss, liability or expense;

(4)

the Trustee has not complied with such request within 60 days after the receipt thereof and the offer of security or indemnity;

(5)

Holders of a majority in aggregate principal amount of the Notes that are then outstanding have not given the Trustee a direction inconsistent with such request within such 60-day period; and

(6)

such Holders are not prohibited from taking such action pursuant to the terms of the Intercreditor Agreement.

(1)

the duties of the Trustee will be determined solely by the express provisions of this Indenture and only with respect to the Notes as to which it is Trustee and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(2)

in the absence of gross negligence, willful misconduct or bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture.  However, with respect to certificates or opinions specifically required by any provision hereof to be furnished to it, the Trustee will examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).

(1)

this Section 7.01(c) does not limit the effect of Section 7.01(b);

(2)

the Trustee will not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and

(3)

the Trustee will not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.04 hereof, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Notes.

(1)

any failure of the Collateral Agent to enforce such security within a reasonable time or at all;

(2)

any failure of the Collateral Agent to pay over the proceeds of enforcement of the Collateral;

(3)

any failure of the Collateral Agent to realize such security for the best price obtainable;

(4)

monitoring the activities of the Collateral Agent in relation to such enforcement;

(5)

taking any enforcement action itself in relation to such security;

(6)

agreeing to any proposed course of action by the Collateral Agent which could result in the Trustee incurring any liability for its own account; or

(7)

paying any fees, costs or expenses of the Collateral Agent.

(1)

the Trustee fails to comply with Section 7.09 hereof;

(2)

the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;

(3)

a custodian or public officer takes charge of the Trustee or its property; or

(4)

the Trustee becomes incapable of acting.

(1)

the rights of Holders of such Notes that are then outstanding to receive payments in respect of the principal of, or interest or premium on, such Notes when such payments are due from the trust referred to in Section 8.04 hereof;

(2)

the Company’s Notes Obligations concerning issuing temporary Notes, registration of such Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust;

(3)

the rights, powers, trusts, duties, indemnities and immunities of the Trustee under this Indenture and the Notes Documents and the Company’s and the Subsidiary Guarantors’ Obligations in connection therewith; and

(4)

this Article 8.

(1)

the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient to pay the principal of, or interest and premium on, such Notes that are then outstanding on the Stated Maturity or on the applicable redemption date, as the case may be, and the Company must specify whether such Notes are being defeased to maturity or to a particular redemption date;

(2)

in the case of Legal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, (a) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the Issue Date, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel will confirm that, the beneficial owners of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(3)

in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the beneficial owners of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(4)

no Default or Event of Default with respect to the Notes has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit);

(5)

such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under any material agreement or instrument (other than this Indenture or the Collateral Documents) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries are bound;

(6)

the Company must deliver to the Trustee an Officer’s Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others; and

(7)

the Company must deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

(1)

to cure any ambiguity, omission, mistake, defect, error or inconsistency;

(2)

to provide for uncertificated Notes in addition to or in place of certificated Notes;

(3)

to provide for the assumption of the Company’s or a Subsidiary Guarantor’s Obligations to Holders in the case of a merger or consolidation or sale of all or substantially all of the Company’s or such Subsidiary Guarantor’s assets;

(4)

to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect their legal rights under this Indenture in any material respect;

(5)

to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act;

(6)

to conform the text of the Notes Documents to any provision of the “Description of the Notes” section of the Offering Memorandum to the extent that such provision in the “Description of the Notes” was intended to be a verbatim or substantially verbatim recitation of a provision of the Notes Documents, as evidenced by an Officer’s Certificate of the Company;

(7)

to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee pursuant to the requirements thereof;

(8)

to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture;

(9)

to allow any Subsidiary to execute a supplemental indenture and/or a Subsidiary Guarantee with respect to the Notes; provided that any supplemental indenture to add a Subsidiary Guarantor need only be signed by the Company, the Operating Party providing the Subsidiary Guarantee, and the Trustee;

(10)

to release any Subsidiary Guarantor from its Subsidiary Guarantee pursuant to this Indenture when permitted or required by this Indenture;

(11)

to make, complete or confirm any grant of Collateral permitted or required by any of the Notes Documents;

(12)

to release, discharge, terminate or subordinate Liens on Collateral in accordance with the Notes Documents; and to confirm and evidence any such release, discharge, termination or subordination;

(13)

to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes not prohibited by this Indenture, including to facilitate the issuance and administration of Notes; provided, however, that such amendment does not materially and adversely affect the rights of Holders to transfer the Notes;

(14)

to comply with the rules and procedures of any applicable securities depository;

(15)

with respect to the Notes Documents, as provided in the Intercreditor Agreement;

(16)

make any amendment to the provisions of any Notes Document to eliminate the effect of any accounting change or in the application thereof; or

(17)

to amend any Notes Documents to the extent necessary to cure any ambiguity, defect or inconsistency arising out of Section 4.21, as Long Ridge West Virginia or the Company Parties may raise in their reasonable discretion, so long as any requested amendment or supplement, taken as a whole, is not materially adverse to the Holders as determined in the good faith judgment of the Company.

(1)

reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;

(2)

reduce the principal of or extend the fixed maturity of any such Note or alter the provisions with respect to the redemption of such Notes (other than Section 4.11 and the provisions relating to the number of days of notice to be given in the event of a redemption);

(3)

reduce the rate of or extend the stated time for payment of interest on any such Note;

(4)

waive a Default or Event of Default in the payment of principal of, or interest or premium on the Notes (except a rescission of acceleration of such Notes by the Holders of a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration);

(5)

make any such Note payable in currency other than that stated in such Notes;

(6)

make any change in the provisions of this Indenture relating to waivers of past Defaults;

(7)

impair the contractual right expressly set forth in this Indenture or the Notes of any Holder to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes on or after the due dates therefor; or

(8)

make any change to Section 9.01 and this Section 9.02.

(1)

either:

(a)

all such Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or

(b)

all such Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the issuance of a notice of redemption or otherwise or will become due and payable within one year and the Company or any Subsidiary Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Debt on the Notes not delivered to the Trustee for cancellation for principal, premium and accrued interest to the date of maturity or redemption;

(2)

no Default or Event of Default under this Indenture has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Subsidiary Guarantor is a party or by which the Company or any Subsidiary Guarantor is bound;

(3)

the Company or any Subsidiary Guarantor has paid or caused to be paid all sums payable by it with respect to the Notes under this Indenture; and

(4)

the Company has delivered irrevocable written instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as the case may be.

(1)

the principal of, premium, if any, and interest on the Notes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and

(2)

in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise.

(1)

upon the release, discharge or termination of such Subsidiary Guarantor’s guarantee of all obligations of the Company under the Credit Agreement;

(2)

upon the liquidation or dissolution of such Subsidiary Guarantor to the extent permitted by this Indenture;

(3)

upon the full and final payment of the Notes and performance of all Notes Obligations of the Company and the Subsidiary Guarantors under this Indenture and the Notes;

(4)

upon defeasance or satisfaction and discharge of the Notes as provided in Article 8 and Article 10 hereof; or

(5)

as described in Article 9;

(1)

in connection with any sale, assignment, transfer, conveyance or other disposition of such properties or assets (including as part of or in connection with any other sale or other disposition that does not violate the provisions set forth in Section 4.13 and Article 5 hereof) to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary Guarantor, if the sale or other disposition does not violate the provisions set forth in Section 4.13 and Article 5 hereof;

(2)

in the case of a Subsidiary Guarantor that is released from its Subsidiary Guarantee pursuant to the terms of this Indenture, the release of the property or assets, of such Subsidiary Guarantor;

(3)

to the extent such as set forth in Article 9 hereof;

(4)

upon the full and final payment of the Notes and performance of all Notes Obligations of the Company and the Subsidiary Guarantors under this Indenture and the Notes;

(5)

upon Legal Defeasance or Covenant Defeasance under this Indenture pursuant to Article 8 hereof or upon the satisfaction and discharge of this Indenture in accordance with Article 10 hereof;

(6)

as required to effect any sale or other disposition of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to the Collateral Documents;

(7)

if such assets constitute Excluded Property; and

(8)

in accordance with the Intercreditor Agreement,

Section 12.06       Collateral Agent .

(1)

exercise or seek to exercise any rights or remedies with respect to any Collateral as a First Lien Secured Party (including the exercise of any right of setoff or any right under any lockbox agreement, account control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which a First Lien Secured Party is a party) or institute or commence, or join with any person in instituting or commencing any action or proceeding with respect to such rights or remedies (including any action of foreclosure, enforcement, collection or execution and any Insolvency or Liquidation Proceeding);

(2)

contest, protest or object to any foreclosure proceeding or action brought by the Collateral Agent, the Controlling Secured Debt Representative, or any First Lien Secured Party or any other exercise by the Collateral Agent, the Controlling Secured Debt Representative or any First Lien Secured Party of any rights and remedies (including the right to credit bid) relating to the Collateral under the First Lien Documents or otherwise;

(3)

object to the forbearance by the Collateral Agent, the Controlling Secured Debt Representative, or the First Lien Secured Parties from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Collateral; or

(4)

challenge the validity, enforceability, perfection or priority of the Liens held for the benefit of any First Lien Secured Party.

(1)

an Officer’s Certificate in form and substance reasonably satisfactory to the Trustee (which must include the statements set forth in Section 13.03 hereof) stating that, in the opinion of the signer, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been satisfied; and

(2)

an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which must include the statements set forth in Section 13.03 hereof) stating that, in the opinion of such counsel, all such conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with.

(1)

a statement that the Person making such certificate or opinion has read such condition;

(2)

a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(3)

a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such condition has been satisfied; and

(4)

a statement as to whether or not, in the opinion of such Person, such condition has been satisfied.

	LONG RIDGE ENERGY GENERATION LLC,
	as a Subsidiary Guarantor
	By:	/s/ Robert Wholey
	Name:	Robert Wholey
	Title:	President

	OHIO GASCO LLC,
	as a Subsidiary Guarantor
	By:	/s/ Robert Wholey
	Name:	Robert Wholey
	Title:	President

	U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
	as Trustee and Collateral Agent
	By:	/s/ Joshua A. Hahn
	Name:	Joshua A. Hahn
	Title:	Vice President

(i)

in each case the redemption takes place not later than 180 days after the closing of the related Equity Offering, and

(ii)

not less than 50% of the aggregate principal amount of the Initial Notes remains outstanding immediately thereafter (excluding Notes held by the Company or any of its Subsidiaries), unless all such Notes are redeemed or repurchased or to be redeemed or repurchased substantially concurrently.

	Year	Percentage
	2028	104.375%
	2029	102.188%
	2030 and thereafter	100.000%

(I) or (we) assign and transfer this Note to:
(Insert assignee’s legal name)
(Insert assignee’s soc. sec. or tax I.D. no.)
(Print or type assignee’s name, address and zip code)
and irrevocably appoint to transfer this Note on the books of the Company.  The agent may substitute another to act for him.
Date:			Your Signature:
			(Sign exactly as your name appears on the face of this Note)

Date of Exchange		Amount of decrease in Principal Amount of this Global Note		Amount of increase in Principal Amount of this Global Note		Principal Amount of this Global Note following such decrease (or increase)		Signature of authorized officer of Trustee or Custodian

	[Insert Name of Transferor]
	By:
	Name:
	Title:

1.	The Transferor owns and proposes to transfer the following:

(2)

☐

a Restricted Definitive Note.

2.	After the Transfer the Transferee will hold:

	[Insert Name of Transferor]
	By:
	Name:
	Title:

Exhibit 10.1

 

 

 

among

 

as Borrower,

 

LONG RIDGE ENERGY GENERATION LLC and OHIO GASCO LLC,

as Operating Parties,

 

 

CITIZENS BANK, N.A.,

 as Administrative Agent,

 

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION

and