SECOND AMENDMENT TO THE AMENDED AND RESTATED SITE LEASE AND LANDFILL GAS DELIVERY AGREEMENT AND TO THE SCHEDULE OF DEFINITIONS EACH OF WHICH IS DATED AS OF NOVEMBER 17, 2008

6.5      Sulfur Treatment.  RILG has designed a sulfur treatment system to reduce the levels of sulfur in the Landfill Gas to a level that is acceptable under Good Engineering Practice and applicable Legal Requirements.  RIRRC hereby approves of the design of such system as set forth on Exhibit A.  If and after closing of RILG’s financing for the development of Plant C is completed, RILG shall use commercially reasonable efforts to develop and construct the aforesaid sulfur treatment system, the costs of which shall be borne by RILG.   Once the sulfur treatment system is placed in operation, RIRRC shall reimburse RILG for fifty percent (50%) of RILG’s direct, unallocated out-of-pocket costs not to exceed $300,000 in any one calendar year (the year over year increase shall be the lesser of the actual cost increase for said calendar year or the prior year’s actual costs increased by the annual CPI adjustment factor) in operating such sulfur treatment system, which amounts shall be billed to RIRRC and paid to RILG on a monthly basis and, at RILG’s election, may be set off by RILG against amounts RILG owes to RIRRC.  The annual cap of $300,000 shall be subject to adjustment in the event of a material change in circumstances that affects the operating requirements of the sulfur treatment system.  For purposes of this section, material change in circumstances means sulfur content that exceeds the design maximum capacity of the sulfur treatment system.  The costs of reasonably required major m aintenance or future capital expenditures shall be born by RILG and RIRRC equally.  Each invoice provided to RIRRC under this Section 6.5 shall be accompanied by written evidence that RILG incurred the invoiced costs, which evidence must be reasonably acceptable to RIRRC.