management or liquidation (other than pursuant to a consolidation, amalgamation or merger); (6) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets and, in the case of any such involuntary appointment, such appointment is not vacated within *** days (provided that such *** day grace period will not apply unless the other party is given prompt (and, in any event, within *** Local Business Days) written notice of such appointment and the party subject to such appointment is diligently pursuing the vacation thereof); (7) has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within *** days thereafter; (8) causes or is subject to any event with respect to it which. under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in clauses (1) to (7) (inclusive); or (9) consents to, approves of, or acquiesces in, any of the acts referred to in the foregoing clauses (4), (6) or (7); or”

(4)                                  The Illegality Termination Event in Section 5(b)(i) of the Agreement is amended by restating clause (2) thereof, by adding a clause (3) thereto and by adding a proviso following clauses (1), (2) and (3) thereof, in each case, to read as follows:

“(2)                            to perform any contingent or other material obligation which the party has under any Credit Support Document relating to such Transaction; or

(3)                                  for any Credit Support Provider of such party to perform any contingent or other material obligation which such Credit Support Provider has under any Credit Support Document relating to such Transaction;

provided that, with respect to clauses (2) and (3) above, such party shall have *** Local Business Days to cure such failure to perform by providing a replacement Credit Support Document (and if such failure is not cured within such *** Local Business Day period, the Termination Event pursuant to this Section 5(b)(i) shall occur on such *** day).”

(5)                                  The Tax Event in Section 5(b)(ii) of the Agreement is amended by adding a proviso following at the end thereof reading as follows:

“, provided that, if the Affected Party is Party A, the matters referred to in this Section 5(b)(ii) shall not constitute a Termination Event if, within ten Local Business Days of any such event, Party B provides Party A with an indemnity (in a form reasonably acceptable to Party A) for all amounts that Party A would otherwise be required to pay under Section 5(b)(ii)(1) and for all amounts that otherwise would be deducted or withheld from payments to Party A under Section 5(b)(ii)(2) (and, if such failure is not cured within such ten Local Business Day period, the Termination Event pursuant to this Section 5(b)(ii) shall occur on such tenth day).”

(6)                                  The Tax Event Upon Merger in Section 5(b)(iii) of the Agreement is amended by adding a proviso following at the end thereof reading as follows:

“, provided that, if the Burdened Party is Party A, the matters referred to in this Section 5(b)(iii) shall not constitute a Termination Event if, within ten Local Business Days of

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any such event, Party B provides Party A with an indemnity (in a form reasonably acceptable to Party A) for all amounts that Party A would otherwise be required to pay under Section 5(b)(iii)(1) and for all amounts that otherwise would be deducted or withheld from payments to Party A under Section 5(b)(iii)(2) (and, if such indemnity is not provided within such ten Local Business Day period, the Termination Event pursuant to this Section 5(b)(iii) shall occur on such tenth day).”

(g)         Credit Event Upon Merger.  The “Credit Event Upon Merger” provision (Section 5(b)(iv)) will apply to Party A and Party B.

(h)         Automatic Early Termination.  The “Automatic Early Termination” provisions of Section 6(a) of this Agreement will not apply to Party A and will not apply to Party B.

(i)            Payments on Early Termination.  For the purpose of Section 6(e), Loss and the Second Method will apply.

(j)            Termination Currency.  “Termination Currency” means United States Dollars.

(k)        Additional Termination Event.  Additional Termination Event will not apply to Party A or Party B.

Part 2

Tax Representations

(a)         Payer Tax Representations.  For the purpose of Section 3(e), Party A and Party B each makes the following representation:

It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 2(e), 6(d)(ii) or 6(e)) to be made by it to the other party under this Agreement.  In making this representation, it may rely on:

(i)             The accuracy of any representation made by the other party pursuant to Section 3(f);

(ii)          The satisfaction of the agreement of the other party contained in Section 4(a)(i) or 4(a)(iii) and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or 4(a)(iii); and

(iii)       The satisfaction of the agreement of the other party contained in Section 4(d);

provided that it shall not be a breach of this representation where reliance is placed on clause (ii), and the other party does not deliver a form or document under Section 4(a)(iii) by reason of material prejudice to its legal or commercial position.

(b)         Payee Tax Representations.  For the purpose of Section 3(f):

(i)             Party A makes no Payee Tax Representations.

(ii)          Party B makes no Payee Tax Representations.

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Part 3

Agreement to Deliver Documents

Each party agrees to deliver the following documents as applicable:

(a)          For the purpose of Section 4(a)(i), tax forms, documents or certificates to be delivered are:

(b)          For the purpose of Section 4(a)(ii), other documents to be delivered are:

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Part 4

Miscellaneous

(a)          Addresses for Notices.  For the purpose of Section 12(a):

Notwithstanding Section 12(a) of the Agreement all notices including those to be given under Section 5 or 6 may be given by facsimile transmission or electronic messaging system (excluding e-mail).

(i)                                     Party A:

(A)  Address for notices or communications to Party A:

11 Madison Avenue
New York, NY 10010
Attention:(I) Head of Credit Risk Management;

(I)  Head of Credit Risk Management;

(II)  Head of OTC Operations – Operations Department;

(III)  Head of Documentation Group – Securities Division Legal and Compliance Department

(B)  For the purpose of facsimile notices or communications under this Agreement

(I) Facsimile: +1 ###-###-####

Attention: Head of Documentation Group – Securities Division Legal and Compliance Department

(II)  Facsimile: +1 ###-###-####

Attention:  Head of Credit Risk Management

(III)  Facsimile (including for invoices and Confirmations): +(212) 951-8823

Attention:  Head of OTC Operations - Operations Department.

Electronic Messaging System details:  None unless mutually agreed otherwise.

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(ii)          Party B

Address for notices or communications to Party B:

Noble Environmental Power 2006 Hold Co, LLC

8 Railroad Avenue

Suite 8, Second Floor

Essex, CT 06426

Attention:  Thomas Swank and Sidney Chang

Telephone:  +1 ###-###-#### / (860) 581-5060

Facsimile:  +1 ###-###-####

(For all purposes.)

(iii)       Class A Member

Address for notices or communications to the Class A Member:

EFS Noble Holdings, LLC

c/o GE Financial Services

c/o General Electric Capital Corporation

120 Long Ridge Road

Stamford, Connecticut 06927

(For receipt of notice of Termination Events and Events of Default as to which Party B is the Affected Party or Defaulting Party, as applicable.)

(iv)      Senior Lenders

Address for notices or communications to the Senior Lenders:

Dexia Crédit Local, New York Branch

445 Park Avenue, 7th Floor

New York, New York 10022
Tel:  +1 ###-###-####

Fax:  +1 ###-###-####

Attn: Portfolio Management

(For receipt of notice of Termination Events and Events of Default as to which Party B is the Affected Party or Defaulting Party, as applicable.)

(b)         Offices.  The provisions of Section 10(a) will apply to this Agreement.

(c)          Multibranch Party. For the purpose of Section 10(c):

Party A is not a Multibranch Party.

Party B is not a Multibranch Party.

(d)         Calculation Agent.  The Calculation Agent is Party A unless otherwise specified in a Confirmation in relation to the relevant Transaction; provided, however, that if an Event of Default has occurred and is continuing with respect to Party A, the Calculation Agent shall be a designated third party mutually agreed to by the parties until such time as Party A is no longer a Defaulting Party.  The failure of a party to perform its obligations as a Calculation Agent hereunder shall not be construed as an Event

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of Default or Termination Event.  If a calculation or determination is disputed by the party not acting as Calculation Agent then the parties shall first endeavor to resolve such dispute, but if they are unable to do so within a commercially reasonable time, then they shall mutually select a dealer to act as Calculation Agent, whose fees and expenses shall be met equally by both parties; provided that if they can not mutually agree upon such a substitute Calculation Agent then they shall each select an independent dealer and such dealers shall mutually select another dealer to serve as substitute Calculation Agent.

(e)          Credit Support Document.  Details of any Credit Support Document:

In relation to Party A and Party B:  The ISDA Credit Support Annex.

In relation to Party A:  The guarantee made by Credit Suisse (USA), Inc., dated the date hereof, attached hereto as Exhibit I.

In relation to Party B: The Second Lien Collateral Documents.

(f)            Credit Support Provider.  Credit Support Provider means:

In relation to Party A:                                                     Credit Suisse (USA), Inc.

In relation to Party B:                                                       The Project Companies.

(g)         Governing Law and Jurisdiction.  THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO CONFLICTS OF LAW PROVISIONS THEREOF OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).  SECTION 13(B) IS HEREBY AMENDED BY: (I) DELETING IN THE SECOND LINE OF SUBPARAGRAPH (I) THEREOF THE WORD, “NON-”; (II) ADDING IN THE THIRD LINE BEFORE THE COMMA, “AND EACH PARTY IRREVOCABLY AGREES TO DESIGNATE ANY PROCEEDINGS BROUGHT IN THE COURTS OF THE STATE OF NEW YORK AS ‘COMMERCIAL’ ON THE REQUEST FOR JUDICIAL INTERVENTION SEEKING ASSIGNMENT TO THE COMMERCIAL DIVISION OF THE SUPREME COURT”; AND (III) INSERTING “IN ORDER TO ENFORCE ANY JUDGMENT OBTAINED IN ANY PROCEEDINGS REFERRED TO IN THE PRECEDING SENTENCE” IMMEDIATELY AFTER THE WORD, “JURISDICTION” THE FIRST TIME IT APPEARS IN THE SECOND SENTENCE AND DELETING THE REMAINDER.  EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES AND AGREES NOT TO PLEAD, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION THAT THEY MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OR THE CONVENIENCE OF THE FORUM OF ANY PROCEEDING WITH RESPECT TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY, IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND THE COURTS OF THE STATE OF NEW YORK LOCATED IN NEW YORK COUNTY.  EACH PARTY AGREES THAT A FINAL JUDGMENT, SUBJECT TO APPEAL RIGHTS, IN ANY PROCEEDING SO BROUGHT SHALL BE CONCLUSIVE AND MAY BE ENFORCED BY SUIT ON THE JUDGMENT IN ANY COURT OR IN ANY OTHER MANNER PROVIDED BY LAW OR IN EQUITY.

(h)        Affiliate.  Affiliate will have the meaning specified in Section 14.

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(i)            Netting of Payments.  Subparagraph (ii) of Section 2(c) will not apply to Transactions.

Part 5

Other Provisions

(a)          Scope of Agreement.  Any Specified Transaction (whether now existing or hereafter entered into) between the parties, the confirmation of which fails by its terms expressly to exclude application of this Agreement, shall be governed by and be subject to this Agreement.  Any such confirmation shall be a “Confirmation”, and any such Specified Transaction shall be a “Transaction”, for all purposes of this Agreement.

(b)         ISDA Definitions.  Unless otherwise specified in a Confirmation (and subject to Section 5(v) hereof), each Transaction between the parties shall be subject to the 2000 ISDA Definitions and the 1993 ISDA Commodity Derivatives Definitions and the 2000 Supplement thereto, as published by the International Swaps and Derivatives Association, Inc.  (collectively, the “2000 Definitions”), and will be governed in all relevant respects by the provisions of the 2000 Definitions, without regard to amendments subsequent to the date thereof.  The provisions of the 2000 Definitions are incorporated by reference in and shall be deemed a part of this Agreement except that references in the 2000 Definitions to a “Swap Transaction” shall be deemed references to a “Transaction” for purposes of this Agreement.

(c)          Confirmations. Section 9(e)(ii) of the Master Agreement is hereby amended and restated in its entirety to read as follows:

(ii)  The parties intend that they are legally bound by the terms of each Transaction from the moment they agree to those in a written Confirmation executed by both parties, which written Confirmation may be executed and delivered in counterparts (including by facsimile transmission), which will be sufficient for all purposes to evidence a binding supplement to this Agreement.  The parties will specify in such written document that such document constitutes a Confirmation.  Other than in respect of a particular Transaction to which it relates, under no circumstance shall a Confirmation amend, or be deemed to amend, the general terms of this Agreement.

(d)         Confirmation Procedures.  For each Transaction that Party A and Party B enter into hereunder, Party A shall promptly send to Party B a Confirmation setting forth the terms of such Transaction.  Party B shall execute and return the Confirmation to Party A, request correction, or send to Party A its own Confirmation, within five (5) Local Business Days of receipt and, if the terms contained in Party B’s Confirmation are consistent with those contained in the Confirmation sent by Party A, the terms of Party A’s Confirmation shall be deemed to be affirmed and accepted by Party B, absent manifest error.  If (i) Party B disputes the terms of Party A’s Confirmation, or (ii) Party B’s Confirmation, as received by Party A, contains terms which conflict with those sent by Party A, then the parties shall promptly resolve such terms and, if upon such resolution correction to the original Confirmation sent by Party A is required, Party A shall correct and resend its original Confirmation to Party B.  Upon such resolution, Party B shall promptly execute and return Party A’s Confirmation.

(e)          Accuracy of Specified Information.  Section 3(d) of the Master Agreement is hereby amended by adding in the third line thereof after the word “respect” and before the period the words “or, in the case of audited or unaudited financial statements, a presentation of the financial condition of the relevant party in accordance with generally accepted accounting principles, consistently applied.”

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(f)            Relationship Between Parties.  The parties agree to amend Section 3 of this Agreement by the addition of the following provision at the end thereof and marked as subsection (g).

“(g)                           Relationship Between Parties.  Each party will be deemed to represent to the other party on the date on which it enters into a Transaction that (absent a written agreement between the parties that expressly imposes affirmative obligations to the contrary for that Transaction):

“(i)                              Non-Reliance.  It is acting for its own account, and it has made its own independent decisions to enter into that Transaction and as to whether that Transaction is appropriate or proper for it based upon its own judgment and upon advice from such advisers as it has deemed necessary.  It is not relying on any communication (written or oral) of the other party as investment advice or as a recommendation to enter into that Transaction; it being understood that information and explanations related to the terms and conditions of a Transaction shall not be considered investment advice or a recommendation to enter into that Transaction.  No communication (written or oral) received from the other party shall be deemed to be an assurance or guarantee as to the expected results of that Transaction.

“(ii)                          Assessment and Understanding.  It is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of that Transaction.  It is also capable of assuming, and assumes, the risks of that Transaction.

“(iii)                       Status of Parties.  The other party is not acting as a fiduciary for or an adviser to it in respect of that Transaction.

“(iv)                       No Agency.  It is entering into this Agreement, including each Transaction, as principal and not as agent of any person or entity.”

(g)         Change of Account.  Section 2(b) of this Agreement is hereby amended by the addition of the following after the word “delivery” in the first line thereof:

“to another account in the same legal and tax jurisdiction as the original account”

(h)         Set-off.  Without affecting the provisions of this Agreement requiring the calculation of certain net payment amounts, all payments under this Agreement will be made without set-off or counterclaim; provided, however, that upon the designation of any Early Termination Date, in addition to and not in limitation of any other right or remedy (including any right to set-off, counterclaim, or otherwise withhold payment) under applicable law:

the Non-defaulting Party or the party that is not the Affected Party (in either case, “X”) may, without prior notice to any person, set off any sum or obligation (whether or not arising under this Agreement, whether matured or unmatured and irrespective of the currency, place of payment or booking office of the sum or obligation) owed by the Defaulting Party or Affected Party (in either case, “Y”) to X or to any Affiliate of X, against any sum or obligation (whether or not arising under this Agreement, whether matured or unmatured and irrespective of the currency, place of payment or booking office of the sum or obligation) owed by X or any Affiliate of X to Y, and, for this purpose, may convert one currency into another.  If any sum or obligation is unascertained, X may in good faith estimate that sum or obligation and set off in

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respect of that estimate, subject to X or Y, as the case may be, accounting to the other party when such sum or obligation is ascertained.

Nothing in this Part 5(h) shall be effective or deemed to create any charge or other security interest.

In addition, notwithstanding any provision to the contrary contained in this Agreement, the Non-defaulting Party or party that is not the Affected Party (the “Non-affected Party”), as the case may be, shall not be required to pay to the Defaulting Party or Affected Party any amount under Section 6(e) until the Non-defaulting Party or Non-affected Party receives confirmation satisfactory to it in its reasonable discretion (which may include an opinion of its counsel) that all other sums and obligations of any kind whatsoever (whether pursuant to Specified Indebtedness as defined herein or otherwise) of the Defaulting Party or Affected Party to make any payments to the Non-defaulting Party or Non-affected Party or any of its Affiliates under this Agreement, or any other contract or agreement, which are due and payable as of the Early Termination Date hereof have been fully and finally performed.

(i)            Recording of Conversation.  Each party to this Agreement acknowledges and agrees to the tape recording of conversations between the parties to this Agreement whether by one or other or both of the parties and each party hereby consents to such recordings being used as evidence in Proceedings.

(j)            Commodity Exchange Act.  Each party represents to the other party on and as of the date hereof and on each date on which a Transaction is entered into among them that:

(i)                       Such party is an “eligible contract participant” as defined in the U.S. Commodity Exchange Act, as amended (the “CEA”).

(ii)                    Such party is an “eligible commercial entity” as defined in the CEA.

(iii)                 Such party is entering into each Transaction in connection with its business or a line of business and the terms of this Agreement and each Transaction have been individually tailored and negotiate.

(iv)                The economic terms of this Agreement and each Transaction have been individually tailored and negotiated by it; it has received and reviewed financial information concerning the other party and has had a reasonable opportunity to ask questions of and receive answers and information from the other party concerning such other party, this Agreement and such Transaction; the creditworthiness of the other party was a material consideration in its entering into or determining the terms of this Agreement and such Transaction; and the transferability of this Agreement and such Transaction is restricted as provided herein and therein

(k)  Waiver of Right to Trial by Jury.  EACH PARTY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, CLAIM, COUNTERCLAIM, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY CREDIT SUPPORT DOCUMENT.  THE PARTIES FURTHER HEREBY IRREVOCABLY WAIVE ANY RIGHT TO SUE FOR, PURSUE, OBTAIN, OR COLLECT PUNITIVE, CONSEQUENTIAL, INCIDENTAL, INDIRECT OR MULTIPLE DAMAGES WITH RESPECT TO ANY CLAIM, COUNTERCLAIM OR ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT,.  IF AND TO THE EXTENT ANY PAYMENT REQUIRED TO BE MADE PURSUANT TO THIS AGREEMENT IS DEEMED TO CONSTITUTE LIQUIDATED DAMAGES, THE PARTIES ACKNOWLEDGE AND AGREE THAT SUCH DAMAGES ARE DIFFICULT TO OR

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IMPOSSIBLE TO DETERMINE AND THAT SUCH PAYMENT IS INTENDED TO BE A REASONABLE APPROXIMATION OF THE AMOUNT OF SUCH DAMAGES AND NOT A PENALTY. EACH PARTY (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY OR ANY CREDIT SUPPORT PROVIDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF SUCH A SUIT, ACTION OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT AND THE OTHER PARTY HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND PROVIDE FOR ANY CREDIT SUPPORT DOCUMENT, AS APPLICABLE BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

(l)   Transfer.  In addition to transfers under Sections 7(a) and 7(b), for the purpose of any financing, Party B may, without the consent of Party A, collaterally assign to or otherwise create a security interest in favor of lenders or their designee(s), or any other person providing any financing, in or of Party B’s rights and interests in, under or pursuant to this Agreement and the revenues deriving from any of the rights or assets of Party B.  Party A will cooperate with Party B and any lenders; provided that Party A shall not be required to take any action, or enter into any documents, that Party A in good faith believes materially increases Party A’s obligations or that materially restricts Party A’s rights or remedies in a greater manner than the agreements relating to the Designated Confirmation immediately prior to such refinancing.  Such cooperation shall include entering into consent agreements and subordination agreements with such lenders concerning such financing(s) (in forms substantially similar to the Consent to Assignment and the Subordination Agreement, as applicable).  In addition to the foregoing, Party B may transfer this Agreement and the Designated Confirmation to a Person that is, at the time of such transfer, an Acceptable Counterparty.

(m)   Additional Covenants of Party B.  The following additional covenants of Party B shall apply to this Agreement, a violation of which shall be deemed an Event of Default under the Agreement as set forth in Part 1(d) above.

(i)                                   Amendment of Financing Agreement.  As long as any Second Lien Hedge Obligation exists hereunder, Party B shall not, without the prior consent of Party A (which shall not be unreasonably withheld) amend, modify, terminate or replace the Financing Agreement, any Loan Document, the Dexia/GE Forbearance Agreement or any First Lien Collateral Document, or enter into a new loan facility secured by a lien senior to or pari passu with Party A on the Junior Collateral, if such amendment, modification, termination, replacement or new loan facility could reasonably be expected to result in any of the following:  (1) a material release or material impairment of any security constituted by any of the Second Lien Collateral Documents; (2) a change in the order of disbursements from Party B’s operating account, such that the payment of any Settlement Amounts under the Designated Transaction occur after any repayment of principal, interest or fees under the First Lien Credit Facilities; (3) an increase in indebtedness secured by a lien on Junior Collateral that is senior to the liens in favor of Party A (whether under the First Lien Credit Facilities, new loan facilities or otherwise) above the First Lien Cap; (4)***;

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(5) an event of default materially different than that set forth in Section 8.15 [transfer of interests] of the Financing Agreement (including all related defined terms).  Party B will provide Party A with draft copies of all proposed amendments, modifications, terminations or replacements to the Financing Agreement, the Loan Documents, the Dexia/GE Forbearance Agreement and the First Lien Collateral Documents or proposed new loan facilities no later than *** Local Business Days prior to the execution thereof (and executed versions of any such agreements as soon as is reasonably practicable following such execution).

(ii)                                Sale or Disposition of Assets. Other than any sale or other disposition not prohibited by either the Loan Documents or the Collateral Documents, Party B shall not engage in any sale or other disposition of any Junior Collateral if such sale or other disposition will, when taken as a whole with all other assets and property of Party B, have a material adverse effect on (A) the ability of Party B to perform its obligations to Party A hereunder, (B) the value and nature of the Junior Collateral securing Party B’s obligations to Party A hereunder, or (C) Party A’s rights hereunder, rights and liens under the Second Lien Collateral Documents or the Subordination Agreement, or rights to the Junior Collateral.

(iii)                             Terms of Loan Documents. Party B agrees that the Loan Documents shall be structured in a manner such that:

(1)                                  if there is no default under the Loan Documents, the payment of all Settlement Amounts to Party A shall be made pro rata with or prior to all payments under the Interest Rate Agreements (other than Interest Fix Fees thereunder, as such term is defined in the Financing Agreement) and shall have priority to all interest and principal payments owed to the Senior Lenders;

(2)                                  (x) upon the occurrence and during the continuation of an Event of Default or Termination Event in which Party B is an Affected Party or the Defaulting Party, as applicable, or (y) following the termination of this Agreement by Party A and until all obligations owing to Party A under this Agreement have been satisfied (unless the amount of such unsatisfied obligations is less than the undrawn face amount of any Posted Credit Support having drawing conditions substantially similar to the Initial LC), no payments are made on or in respect of any equity interests in Party B (including, without limitation, the Class A Membership Interests and the Class B Membership Interests) while any obligations are outstanding to Party A hereunder;

(3)                                  (x) upon the occurrence and during the continuation of an Event of Default or Termination Event in which Party B is an Affected Party or the Defaulting Party, as applicable, or (y) following the termination of this Agreement by Party A and until all obligations owing to Party A under this Agreement have been satisfied (unless the amount of such unsatisfied obligations is less than the undrawn face amount of any Posted Credit Support having drawing conditions substantially similar to the Initial LC),*** entered into after the date on which *** while any obligations are outstanding to Party A hereunder;

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(4)                                 (x) upon the occurrence and during the continuation of an Event of Default or Termination Event in which Party B is an Affected Party or the Defaulting Party, as applicable, or (y) following the termination of this Agreement by Party A and until all obligations owing to Party A under this Agreement have been satisfied (unless the amount of such unsatisfied obligations is less than the undrawn face amount of any Posted Credit Support having drawing conditions substantially similar to the Initial LC), ***, other than *** in respect of clause (i) of the definition of “***” under the Dexia/GE Forbearance Agreement;

(5)                                 ***; and

(6)                                 ***;

provided that, in case of clauses (4), (5) and (6), nothing shall be construed as altering any of the provisions of the Depositary Agreement.

(iv)                              Security Interest; Collateral; No Second Lien on Ancillary Agreements.  Notwithstanding anything to the contrary set forth in this Agreement, upon execution of this Agreement (which shall occur at the same time as the financial closing of the Financing Agreement (such date being referred to herein as the “Closing Date”), Party B shall grant, and cause to be granted, in favor of Party A, a second priority security interest in and lien on the Junior Collateral (the “Second Lien”), subject and junior to the security interests and liens created by and granted under the First Lien Collateral Documents (including any Permitted Liens that are senior to the Second Lien), which Second Lien shall secure and cover all of Party B’s obligations (whether matured, contingent or otherwise) under this Agreement in effect from time to time (the “Second Lien Hedge Obligations”), and Party B agrees that it shall not modify the terms of the Second Lien and any Second Lien Collateral Documents without Party A’s consent, and that any such modification shall be deemed null and void.  Party B shall not grant, or cause to be granted, or permit to exist any lien on the Junior Collateral in favor of any counterparty to an Ancillary Agreement.

(v)                                 Further Assurances.  Party B shall preserve, protect and defend the liens and security interests granted under the Second Lien Collateral Documents and, from time to time, take such actions as may be reasonably necessary to maintain under all applicable laws

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the rights, liens and priorities of Party A with respect to all Junior Collateral, in each case in such form and at such times as shall be reasonably satisfactory to Party A, provided that:

(1)                                 if Party B is obligated to take actions under this clause (v), and at such time as Party B is also obligated to take equivalent or analogous action under the Loan Documents, then Party B shall be required to comply with its obligations under this clause (v) by no later than the time by which it is required to comply with its obligations under the Loan Documents with respect to such actions and to keep Party A informed of its progress in the same manner and to the same extent as Party B is required to inform the Administrative Agent and the Senior Lenders; and

(2)                                 if Party B is obligated to take actions under this clause (v), and at such time Party B is not obligated to take equivalent or analogous action under the Loan Documents, then Party B shall be required to comply with its obligations under this clause (v) within 30 days of the request by Party A, provided that such 30 day cure period will be available only if (x) the collateral deficiencies can be cured, (y) Party B notifies Party A of the actions being taken to cure such deficiency; and (z) Party B takes diligent steps to cure such deficiency.

For the avoidance of doubt, this clause (v) shall not prohibit Party B from incurring or permitting Permitted Liens.

(vi)                              No Liens.  Party B shall not create, incur, assume, suffer to exist or permit any lien upon or with respect to any of its properties or the Junior Collateral without the consent of Party A other than (x) the security interests and liens created by and granted under the First Lien Collateral Documents, which such liens, together with any Permitted Lien relating to debt for borrowed money, shall, so long as any Second Lien Hedge Obligations (whether matured, contingent or otherwise) are outstanding, not exceed the First Lien Cap, and (y) Permitted Liens (other than Permitted Liens relating to debt for borrowed money); provided that:

(1)                                 if (a) a lien is imposed on property of Party B in violation of the foregoing provisions of this clause (vi), (b) such lien is senior to the Loans under the Financing Agreement, (c) such lien is imposed prior to any foreclosure by the Administrative Agent on the Class B Membership Interests or the Class A Membership Interests and (d) the Administrative Agent and the Senior Lenders have not consented to such lien and have not affirmatively waived compliance with the lien covenants in the Financing Agreement with respect to such lien, then no Event of Default will arise under this clause (vi) in respect of such lien for so long as Party B or the Administrative Agent is using commercially reasonable efforts to remove such lien; and

(2)                                 if (a) a lien is imposed on property of Party B in violation of the foregoing provisions of this clause (vi), (b) such lien is senior to the Loans under the Financing Agreement, and (c) the Administrative Agent, one or more of the Senior Lenders or one or more of their designees has taken (through foreclosure or otherwise) the Class B Membership Interests or the Class A Membership Interests prior to the imposition of such lien, then an Event of Default will occur

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under this clause (vi) in respect of such lien if either (I) such lien is the result of action taken by the Administrative Agent or any one or more Senior Lenders or (II) the lien secures claims aggregating $*** or more (unless consented to by Party A in writing).

(vii)                           Reports.

(a)                                  Within 24 hours of the end of each day, Party B shall provide Party A with hourly energy production data at each of the Projects (which data shall be provided either by granting Party A website access to such data or providing an email to Party A detailing such data) (such information, “Daily Noble Production Data”).

(b)                                 Party B shall provide Party A within ten days of the end of each calendar month (or as soon as reasonably practicable thereafter) a report, based on statements from the New York ISO, detailing the total and hourly MWh production for each PTID Node and an aggregate production report for the Projects (such information, “NY ISO Data”).  If the New York ISO fails to provide to Party B the relevant statements by the 15^th Local Business Day following the end of any Calculation Period (each, a “Late Statement Period”), Party B shall provide Party A a report based on data from its own production software system for such period (“Monthly Noble Production Data”).  Upon receipt of statements from the New York ISO relating to any Late Statement Period, Party B shall provide Party A with a true-up report.  Failure by Party B to deliver or cause to be delivered the information set forth in this paragraph (b) or in paragraph (a) above shall not constitute an Event of Default by Party B hereunder (and Party A shall calculate the Settlement Amounts related to any Calculation Period in which Daily Noble Production Data is not delivered in accordance with the “Data Used to Calculate Floating Price and Settlement Amounts” provision of the Designated Confirmation).

(c)                                  Upon request, Party B shall provide Party A with all information reasonably necessary to confirm the Hourly PTID Volumes and Total PTID Volumes referred to in the Designated Confirmation for any applicable Calculation Period.  In the event that Party A exercises such right to confirm such volumes and determines that such volumes for any Calculation Period were incorrectly reported by Party B, then, absent manifest error, to the extent such incorrect reporting resulted in either a reduced payment by Party B to Party A (a “Reduced Payment”) or an increased payment by Party A to Party B (an “Increased Payment”), in each case as compared to the amounts which would have been payable based on the figures verified by the audit, Party B shall pay to Party A promptly (and in any event within two Local Business Days) following demand (and without limitation of the provisions of Section 2(e) of the Agreement) (i) in the case of a Reduced Payment, the excess of the corrected amount over the Reduced Payment together with interest thereon from (and including) the date of payment of such Reduced Payment to (but excluding) the date of payment hereunder at the federal funds effective rate in effect on such date of demand plus 300 basis points (the “Audit Adjustment Rate”) and (ii) in the case of an Increased Payment, the excess of such Increased Payment over the corrected amount plus interest thereon from (and including) the date of payment of such Increased Payment through (but excluding) the date of payment hereunder at the Audit Adjustment Rate.  To the extent that the Tracking Account Balance would

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have been adjusted had the volumes described above been correctly reported, the Tracking Account shall be adjusted based on the figures verified by the audit (including any increase or decrease thereof relating to interest at the Audit Adjustment Rate).

(d)                                 Party B shall use reasonable efforts to provide to Party A, within 30 Local Business Days of Party B's receipt thereof, copies of all studies or reports commissioned by Party B and produced by nationally recognized consulting agencies in the wind energy business (including Garrad Hassan) that forecast future wind volume at the Projects (each, a “Wind Report”).  Upon written request by Party A, which request may be made no more frequently that twice each calendar year, Party B shall provide to Party A, within 10 Local Business Days, any Wind Report(s) received by Party B but not previously provided to Party A.

(viii)                      Commodity Hedge Agreements.  Party B shall not enter into any Commodity Hedge Agreement which would result in the total notional amount of megawatt hours hedged pursuant to Commodity Hedge Agreements exceeding the notional volume set forth in Schedule 1 of the Designated Confirmation (the “Initial Volume”).  In the event that Party A provides Party B with two Wind Reports (one of which is prepared by Garrad Hassan) that each demonstrate a one-year P95 prediction interval wind volume at the Projects (the lesser of the P95 wind volumes, the “Revised Volume”) in excess of the Initial Volume, then Party B may enter into Commodity Hedge Agreements with an aggregate notional volume up to the Revised Volume; provided that (1) Party A shall have the right to provide to Party B any additional Commodity Hedge Agreements on terms no less favorable than those offered to Party B by any other hedge provider, (2) no negative balance in the Tracking Account exists on the trade date of any such additional Commodity Hedge Agreement, (3) Party A is not, the Second Lien is not, and no Eligible Credit Support provided to Party A is, adversely affected in any way (determined by Party A in its reasonable discretion).

(ix)                              Changes Which Impact Diurnal Distribution:  In the event that Party B takes an action whereby it (i) installs turbines in excess of those contemplated under the Designated Confirmation, (ii) moves or otherwise relocates more than one WTG at each Project from the location in which they were originally constructed (Party B to provide Party A with prompt notice of any such relocation), or (iii) constructs or otherwise creates any structure which could be reasonably expected to impact the wind resource profile of one or more Projects, and such action results in a material adverse change to the diurnal energy production pattern of any Project as compared to such Project’s diurnal energy production pattern prior to when such action was taken by Party B (a “Diurnal Material Change”), then the Hourly PTID Volume, with respect to the Project(s) at which such action was taken, for the Floating Price Purpose only (as such term is defined in the Designated Confirmation) shall be determined using the diurnal table attached as Schedule 2 to the Designated Confirmation, unless, with respect to the action in (i) above, Party B excludes the energy produced by such excess turbines from the calculation of the Hourly PTID Volumes, and such action does not otherwise violate clause (iii) above; provided that, with respect to the action in (iii) above, if Party B completely removes such structure and provides notice of such removal to Party A, then, commencing on the first day of the Calculation Period that is at least 60 days following notice of such removal, the Hourly PTID Volume shall be determined in accordance with the Designated Confirmation.

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(n)  Severability.  If any provision of this Agreement is held to be illegal, invalid or unenforceable, such provision shall be fully severable; this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement; and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this Agreement.  Furthermore, in lieu of such illegal, invalid or unenforceable provision, there shall be added automatically as a part of this Agreement a provision as similar in its terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable.

(o)  Confidentiality.  The contents of this Agreement and all other documents relating to this Agreement, and any information made available by one party to the other party with respect to this Agreement is confidential and shall not be disclosed to any third party (nor shall any public announcement relating to this Agreement be made by either party), except for such information (i) as may become generally available to the public, (ii) as may be required or appropriate in response to any summons, subpoena, or otherwise in connection with any litigation or to comply with any applicable law, order, regulation, ruling, or accounting disclosure rule or standard, (iii) as may be obtained from a non-confidential source that disclosed such information in a manner that did not violate its obligations to the non-disclosing party in making such disclosure, or (iv) as may be furnished to the disclosing party’s Affiliates, and to each of such person’s auditors, attorneys, advisors, actual or potential lenders or actual or potential equity investors which are required to keep the information that is disclosed in confidence  With respect to information provided with respect to a Transaction, this obligation shall survive for a period of one (1) year following the expiration or termination of such Transaction.  With respect to information provided with respect to this Agreement, this obligation shall survive for a period of one (1) year following the expiration or termination of this Agreement.

(p)  Reference Market-makers.  The definition of “Reference Market-makers” in Section 14 of this Agreement is hereby amended by: (i) deleting “(a)” from the second line thereof; (ii) deleting in the fourth line thereof after the word “credit” the words “and (b) to the extent practicable, from among such dealers having an office in the same city”; (iii) replacing such words with the words “or to enter into transactions similar in nature to Transactions”; and (iv) adding the following sentence to the end of the definition: “The leading dealers selected by a party shall not be parties to this Agreement or Affiliates of a party to this Agreement.”

(q)  Limitation of Rate.  Notwithstanding any provision to the contrary contained in this Agreement, in no event shall the Default Rate, Non-default Rate, or Termination Rate exceed the Highest Lawful Rate.  For purposes hereof, “Highest Lawful Rate” shall mean, with respect to each party, the maximum non-usurious interest rate, if any, that at any time or from time to time may be contracted for, taken, reserved, charged, or received on the subject indebtedness under the law applicable to such party.

(r)  Potential Event of Default.  Section 2(a)(iii) of this Agreement is hereby amended to delete the phrase “or Potential Event of Default”.  Section 3(b) of this Agreement is hereby amended to delete the phrase “or Potential Event of Default”.  Section 14 of this Agreement is hereby amended to delete the term “Potential Event of Default” and its corresponding definition.

(s)  Default Rate.  The “Default Rate” in this Agreement means, in respect of amounts owing to Party A, a rate per annum equal to the “Default Rate” under and as defined in the Financing Agreement with respect to the Energy Hedge LC Loan, as such rate is in effect from time to time.

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(t)  Notice of Termination Events and Events of Default.  Party A shall provide to Party B, the Class B Member, the Class A Member and to the Administrative Agent notice of any Termination Event or Event of Default in which Party B is the Affected Party or Defaulting Party, as applicable (and, calculations of Party A’s exposure related thereto).

(u)  Litigation.  Section 3(c) of this Agreement is hereby amended, with respect to Party B, by adding the following at the end thereof:  “other than an appeal pending before the New York State Appellate Division, Third Department filed on April 3, 2007, appealing the Decision and Order, dated March 8, 2007, issued by the Clinton County Supreme Court with respect to the matter encaptioned, Neighbors for the Preservation of the North County, Inc. v. Town Board of the Town of Altona, Clinton County, et. al (Supreme Court, Clinton County, Index No. 2006-001035)”.

(v)  Definitions:

For the purpose of this Agreement, the following capitalized terms shall have the meanings set forth below.  Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings ascribed such terms in the Financing Agreement, the Credit Support Annex and the Designated Confirmation, as applicable.  In the event of any inconsistency in the definitions among the following documents, the definition in relevant document first listed hereinafter shall govern (i) the Designated Confirmation, (ii) Paragraph 13- Elections and Variables to the ISDA Credit Support Annex, (iii) this Schedule, (v) the 2000 ISDA Definitions and the 1993 ISDA Commodity Derivatives Definitions, (v) the printed forms of the 1992 ISDA Master Agreement and 1994 ISDA Credit Support Annex (Bilateral Form, New York law) and (vi) the Financing Agreement.

“Acceptable Counterparty” means (a) in connection with a transfer, novation or replacement of this Agreement pursuant to Section 2(d), 3(e) or 4(b) of the Consent to Assignment (and Part 5(l) of this Schedule in connection with a foreclosure by the Administrative Agent), an Acceptable Operator that meets the CS Counterparty Requirements; and (b) in all other cases, a Person that meets the CS Counterparty Requirements and is reasonably acceptable to Party A.

“Acceptable Operator” means an entity that is, or is directly or indirectly controlled by an entity that is, experienced in the ownership or operation of commercial wind farm projects and which has (or is directly or indirectly controlled by an entity which has) a Credit Rating of “A-” or better by Standard & Poor’s and “A3” or better by Moody’s.

“Actual Knowledge” by a party means, with respect to an event or circumstance (1) the actual knowledge thereof by any officer, director or employee of such party (or any other person holding an analogous office or capacity); or (2) such party has received notice thereof from the other party.