ASSET PURCHASE AGREEMENT

Asset Purchase Agreement

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U S ENERGY SYSTEMS INC | GBGH, LLC | Silver Point Finance, LLC | US ENERGY BIOGAS, INC | US Energy Overseas Investments, LLC

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Title: ASSET PURCHASE AGREEMENT
Governing Law: Delaware Date: 1/29/2009
Industry: Electric Utilities Law Firm: Skadden Arps;Hunton Williams Sector: Utilities

Execution Version

ASSET PURCHASE AGREEMENT

by and among

U.S. ENERGY BIOGAS CORP.,

the subsidiaries of U.S. ENERGY BIOGAS CORP.

set forth on the signature pages hereto

and

SILVER POINT FINANCE, LLC

January 23, 2009

Table of Contents

ARTICLE I PURCHASE AND SALE OF ASSETS			1
	1.1	Acquired Assets	1
	1.2	Assigned Contracts	4
	1.3	Excluded Assets	5
	1.4	Assumed Liabilities	6
	1.5	Excluded Liabilities	7
	1.6	Cure Costs; Verification of Costs and Expenses	8
	1.7	Release Consideration	9
ARTICLE II CLOSING			9
	2.1	Closing	9
	2.2	Deliveries at the Closing.	9
ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLERS			11
	3.1	Corporate Status	11
	3.2	Power and Authority	12
	3.3	Enforceability	12
	3.4	Capitalization and Subsidiaries	12
	3.5	Good Title Conveyed; Sufficiency of Assets	13
	3.6	Records	13
	3.7	No Violation	13
	3.8	Government Regulation	14
	3.9	Governmental Consents	14
	3.10	Changes Since May 31, 2007	14
	3.11	Financial Statements	16
	3.12	Projections	16
	3.13	Liabilities.	17
	3.14	Projects	17
	3.15	Project Documents	18
	3.16	Adverse Proceedings	19
	3.17	Affiliate Transactions	19
	3.18	Environmental Matters	19
	3.19	Real Estate	21
	3.20	Compliance with Laws	23
	3.21	Credit Support Obligations	24
	3.22	Labor and Employment Matters	24
	3.23	Employee Benefit Plans	26
	3.24	Taxes	28
	3.25	Insurance	30
	3.26	Permits	30
	3.27	Utility Service Available	31
	3.28	Lines of Business	31
	3.29	Marketing of Production	31
	3.30	Intellectual Property	31
	3.31	Contracts	32
	3.32	Gasco Acquisitions	33
	3.33	Accuracy of Information Furnished	34

	3.34	No Commissions	34
	3.35	Assets	34
	3.36	Inventory	35
	3.37	Accounts Receivable	35
	3.38	Propriety of Past Payments	35
	3.39	Equipment Held by Other Persons	36
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PURCHASER			36
	4.1	Corporate Status	36
	4.2	Corporate Power and Authority	36
	4.3	Enforceability	36
	4.4	No Violation	36
	4.5	No Commissions	37
	4.6	Financial Resources	37
ARTICLE V CONDUCT OF BUSINESS PENDING THE CLOSING			37
	5.1	Conduct of Business by the Company Pending the Closing	37
ARTICLE VI ADDITIONAL AGREEMENTS			39
	6.1	Compliance with Covenants	39
	6.2	Efforts and Actions to Cause Closing to Occur	39
	6.3	Access to Information	41
	6.4	Bankruptcy Court Approval.	41
	6.5	Bankruptcy Filings	42
	6.6	Break-Up Fee	42
	6.7	Notification of Certain Matters	42
	6.8	Supplemental Disclosure	43
	6.9	Tax Matters	43
	6.10	[Reserved]	45
	6.11	Change of Control and Prepayment Obligations	45
	6.12	Publicity	46
	6.13	Employee Matters	46
	6.14	Further Assurances	46
	6.15	Environmental Matters	47
	6.16	Termination of Intercompany Agreements	47
ARTICLE VII CONDITIONS TO THE OBLIGATIONS OF PURCHASER			48
	7.1	Accuracy of Representations and Warranties; Compliance with Obligations	48
	7.2	No Order or Injunction	48
	7.3	Government Authorizations	48
	7.4	Final Order	48
	7.5	No Material Adverse Change	48
	7.6	Corporate Certificate	48
	7.7	Consents Obtained	49
	7.8	No Adverse Litigation	49
	7.9	Sale Order	49
	7.10	[Reserved]	49
	7.11	Employment Agreements	49
	7.12	Permits	49

	7.13	ISRA	49
	7.14	Release and Conveyance	49
	7.15	2007 Financial Statements	50
	7.16	Termination of Intercompany Agreements	50
ARTICLE VIII CONDITIONS TO THE OBLIGATIONS OF SELLERS			50
	8.1	Accuracy of Representations and Warranties; Compliance with Obligations	50
	8.2	Government Authorizations	50
	8.3	Final Order	50
	8.4	No Order or Injunction	50
	8.5	Release	50
ARTICLE IX DEFINITIONS			50
	9.1	Defined Terms	50
	9.2	Other Definitional Provisions.	61
ARTICLE X TERMINATION, AMENDMENT AND WAIVER			61
	10.1	Termination Events	61
	10.2	Effect of Termination	63
ARTICLE XI GENERAL PROVISIONS			63
	11.1	Notices	63
	11.2	Entire Agreement	64
	11.3	Expenses	64
	11.4	Amendment; Waiver	64
	11.5	Binding Effect; Assignment	64
	11.6	Counterparts	65
	11.7	Interpretation	65
	11.8	Governing Law; Interpretation	65
	11.9	Severability	65
	11.10	Jurisdiction.	65
	11.11	Arm’s-Length Negotiations	66
	11.12	Survival of Obligations	66

iii

Exhibits:
Exhibit A	Allocation of Consideration
Exhibit B-1	Seller Release
Exhibit B-2	Purchaser Release
Exhibit C	Sale Order
Exhibit D	[Reserved]
Exhibit E	Form of Assignment of Leases
Exhibit F	[Reserved]
Exhibit G	[Reserved]
Exhibit H	Form of Assumption Agreement
Exhibit I	Bidding Procedures
Exhibit J	Bidding Procedures Order
Exhibit K	Form of Bill of Sale and Assignment Agreement

Schedules:
Schedule A	Transferred Subs
Schedule 1.1(b)(ii)	Accounts Receivable
Schedule 1.1(b)(iii)	Inventory
Schedule 1.1(b)(iv)	Tangible Personal Property
Schedule 1.1(b)(v)	Intellectual Property
Schedule 1.1(b)(vi)	Computer Software and IT Systems
Schedule 1.1(b)(ix)(1)	Project Documents
Schedule 1.1(i)(ix)(2)	Customer Contracts
Schedule 1.1(i)(ix)(3)	Supplier Contracts
Schedule 1.1(i)(ix)(4)	Leases
Schedule 1.1(ix)(5)	Tangible Personal Property Leases
Schedule 1.1(b)(x)	Permits
Schedule 1.1(b)(xiii)	Bank Accounts and Lockbox Arrangements
Schedule 1.1(b)(xv)	Employee Benefit Plans
Schedule 1.1(b)(xvii)	Other Acquired Assets
Schedule 1.3(a)	Excluded Contracts
Schedule 1.3(i)	Other Excluded Assets
Schedule 1.5	Other Excluded Liabilities
Schedule 3.1	Corporate Status
Schedule 3.4	Capitalization
Schedule 3.7	No Violation
Schedule 3.8(a)	Small Power Production Facilities
Schedule 3.10	Changes
Schedule 3.13(b)	Liabilities - Indebtedness
Schedule 3.13(c)	Liabilities - Depositories
Schedule 3.14(a)	Projects – Project Owners
Schedule 3.14(b)	Projects – Exceptions

Schedule 3.15	Project Documents
Schedule 3.17	Affiliate Transactions
Schedule 3.18	Environmental Matters
Schedule 3.19	Real Estate
Schedule 3.21	Credit Support Obligations
Schedule 3.22	Labor and Employment
Schedule 3.23	Employee Benefit Plans
Schedule 3.24	Taxes
Schedule 3.25	Insurance
Schedule 3.29	Marketing of Production
Schedule 3.30	Intellectual Property
Schedule 3.31	Contracts
Schedule 3.32	Gasco Acquisitions
Schedule 3.39	Equipment Held by Other Persons
Schedule 4.4	No Violation
Schedule 6.5(a)	Bankruptcy Filings
Schedule 6.13	Employee Matters
Schedule 7.15	2007 Financial Statements

ASSET PURCHASE AGREEMENT

This ASSET PURCHASE AGREEMENT (this “ Agreement ”) is entered into as of January 23, 2009, by and among U.S. Energy Biogas Corp., a Delaware corporation (the “ Company ”), the other undersigned subsidiaries of the Company (each a “ Selling Sub ” and, collectively, the “ Selling Subs ” and, together with the Company, the “ Sellers ”) and Silver Point Finance, LLC, a Delaware limited liability company (“ Purchaser ”). Certain capitalized terms used in this Agreement have the meanings assigned to them in Section 9.1 .

RECITALS

WHEREAS, on January 9, 2008 (the “ Petition Date ”), U.S. Energy Systems, Inc., a Delaware corporation (“ USEY ”), and its subsidiaries GBGH, LLC and U.S. Energy Overseas Investments, LLC each filed a voluntary petition for relief commencing cases (the “ Bankruptcy Cases ”) under Chapter 11 of the Bankruptcy Code, 11 U.S.C. § § 101-1330 (the “ Bankruptcy Code ”) in the United States Bankruptcy Court for the Southern District of New York (the “ Bankruptcy Court ”);

WHEREAS, the Company, along with the Selling Subs, intends to file voluntary petitions (the “ Petitions ”) for relief commencing cases (the “ New Bankruptcy Cases ”) under the Bankruptcy Code in the Bankruptcy Court, which such New Bankruptcy Cases shall be jointly administered with the Bankruptcy Cases;

WHEREAS, Purchaser or one or more of its permitted designees desires to purchase and acquire, and the Sellers desire to sell, convey, assign and transfer, or cause to be sold, conveyed, assigned and transferred, to the Purchaser or its permitted designees, the Acquired Assets, free and clear of any and all Liens of whatsoever kind and nature (except Permitted Liens), and the Purchaser or one or more of its permitted designees is willing to assume and the Sellers desire to assign and delegate to the Purchaser or its permitted designees the Assumed Liabilities, solely as provided herein, and subject to the terms and conditions set forth herein, and in accordance with an Order of the Bankruptcy Court pursuant to Sections 105, 363 and 365 of the Bankruptcy Code;

WHEREAS, Purchaser or one or more of its permitted designees desires to purchase and acquire, and the respective Sellers desire to sell, convey, assign and transfer, or cause to be sold, conveyed, assigned and transferred, to the Purchaser or one or more of its permitted designees, all of the equity interests owned by Sellers (the “ Interests ”) in the subsidiaries of the Company set forth on Schedule A (each a “ Transferred Sub ” and collectively, the “ Transferred Subs ”), free and clear of any and all Liens of whatsoever kind and nature, in the manner and subject to the terms and conditions set forth herein and in accordance with Sections 105, 363 and 365 of the Bankruptcy Code;

WHEREAS, the Sellers are engaged in the business of developing and operating, and owning subsidiaries that develop and operate, landfill gas-to-energy projects in the United States (the “ Business ”); and

WHEREAS, Purchaser, as administrative agent, collateral agent, syndication agent, lead arranger and lender under the Credit and Guaranty Agreement, dated as of August 7, 2006 (as amended, the “ USEO Credit Agreement ”), by and among U.S. Energy Overseas Investments LLC, USEY and Purchaser, will assume the Indebtedness under the USEO Credit Agreement at Closing, which such Indebtedness is guaranteed by the Company.

NOW, THEREFORE, in consideration of the premises and the mutual representations, warranties, covenants and undertakings contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

ARTICLE I

PURCHASE AND SALE OF ASSETS

1.1 Acquired Assets . On the terms and subject to the conditions set forth in this Agreement and pursuant to Sections 105, 363 and 365 of the Bankruptcy Code, at the Closing, each of the Sellers hereby agrees, to sell, assign, transfer, convey, and deliver, or cause to be sold, assigned, transferred, conveyed and delivered to the Purchaser (or one or more of its permitted designees), free and clear of all Liens except Permitted Liens, and the Purchaser (or one or more of its permitted designees) shall purchase and accept from each of the Sellers:

(a) all right, title and interest of the Sellers in and to the Interests. Notwithstanding anything contained in this Agreement to the contrary, equity interests in the Excluded Subs shall not be included in the Interests;

(b) all respective rights, title and interests of each of the Sellers in and to all rights, properties and assets of the Sellers other than the Excluded Assets, including without limitation, those assets that are listed or described below, whether tangible or intangible, as the same shall exist on the Closing Date, free and clear of all Liens except Permitted Liens (collectively, the “ Acquired Assets ”). Without limiting the foregoing, the Acquired Assets shall include all of Sellers’ right, title and interest in and to the following:

(i) all cash, certificates of deposit, bank deposits, negotiable instruments, marketable securities and other cash equivalents, together with all accrued but unpaid interest thereon;

(ii) all accounts receivable, whether reflected in the balance sheet or otherwise, including, without limitation, those accounts receivable identified on Schedule 1.1(b)(ii) ;

(iii) all of the inventories, whether reflected in the balance sheet or otherwise, including, without limitation, those inventories identified on Schedule 1.1(b)(iii) ;

(iv) all equipment, machinery, computers, furniture, furnishings, fixtures, tools, office supplies and all other tangible personal property owned by the Sellers, including, without limitation, those items identified on Schedule 1.1(b)(iv) ;

(v) all Intellectual Property, whether registered or unregistered, and the applications and registrations therefore, all goodwill associated therewith, and all rights to pursue past, present and future enforcement or infringement thereof, including, without limitation, the Intellectual Property identified on Schedule 1.1(b)(v) ;

(vi) all rights in computer software programs and information technology systems, including, without limitation, those identified on Schedule 1.1(b)(vi) ;

(vii) [Reserved]

(viii) [Reserved]

(ix) the Assigned Contracts and all rights and incidents of interest to the Assigned Contracts pursuant to Section 1.2 hereof, which may include:

(1) all Project Documents and other agreements, contracts or arrangements associated with the Projects to which any Seller is a party that are Assigned Contracts and listed or described on Schedule 1.1(b)(ix)(1) , including, without limitation:

(A) all landfill gas rights agreements;

(B) all site lease agreements;

(D) all power purchase agreements;

(E) all operation and maintenance agreements; and

(F) all agreements relating to the purchase and sale of renewable energy credits;

(2) all other agreements, contracts or arrangements between any Seller and a customer (the “ Customer Contracts ”) that are Assigned Contracts and listed or described on Schedule 1.1(b)(ix)(2) ;

(3) all other agreements, contracts or arrangements between any Seller and a vendor or other third party providing goods or services (the “ Supplier Contracts ”) that are Assigned Contracts and listed or described on Schedule 1.1(b)(ix)(3) ;

(4) all Leases with respect to the Leased Real Property that are Assigned Contracts and listed or described on Schedule 1.1(b)(ix)(4) ;

(5) all leases related to tangible personal property, including, without limitation, equipment leases, including, without limitation, those that are Assigned Contracts and listed or described on Schedule 1.1(b)(ix)(5) ; and

(6) all other Contracts of the Sellers;

(x) all permits, including, without limitation, the permits listed or described on Schedule 1.1(b)(x) ;

(xi) all books and records that are used or have arisen from the Sellers’ conduct of the Business, including, without limitation, the Project Documents that are books and records;

(xii) all payments, credits, claims for refunds, prepaid rent, deposits (including security deposits and utility deposits), advances, deferred charges and other prepaid expenses;

(xiii) all bank accounts and lockbox arrangements, including, without limitation, those items listed or described on Schedule 1.1(b)(xiii) ;

(xiv) all avoidance actions and similar rights and causes of action, including causes of action under Sections 544 through 553 of the Bankruptcy Code against the Purchaser or any of its Affiliates, directors, officers, representatives, employees or agents;

(xv) all Employee Benefit Plans of the Company listed or described on Schedule 1.1(b)(xv) ;

(xvi) any intercompany payables, liabilities and obligations (of any nature or kind, and whether based in common law or statute or arising under written contract or otherwise, known or unknown, fixed or contingent, accrued or unaccrued, liquidated or unliquidated, real or potential) to any Seller, as to which any Acquired Company is an obligor or is otherwise responsible or liable; and

(xvii) all other rights, properties or assets of the Sellers, including, without limitation, those that are listed or described on Schedule 1.1(b)(xvii) .

1.2 Assigned Contracts

(a) Designated Contracts . Twenty (20) days prior to the Sale Hearing, Purchaser shall use reasonable efforts to deliver to the Company a preliminary list, prepared in good faith, identifying from among the contracts and arrangements identified or described in Section 1.1 : (i) the executory contracts and unexpired leases it wishes the Sellers to assume and assign to the Purchaser (or its permitted designees) at Closing, if any, and (ii) the contracts or leases entered into subsequent to the commencement of the New Bankruptcy Cases it wishes to have the Sellers assign to the Purchaser (or its permitted designees) at Closing, if any. Notwithstanding the foregoing, Purchaser shall have until five (5) Business Days prior to the Sale Hearing to designate, from among the contracts and arrangements identified or described in Section 1.1 , and upon any such designation, Sellers shall provide all relevant non-debtor parties with immediate and appropriate written notice of (i) the executory contracts and unexpired leases it wishes the Sellers to assume and assign to the Purchaser (or its permitted designees) at Closing, if any, and (ii) the contracts or leases entered into subsequent to the commencement of the New Bankruptcy Cases it wishes to have the Sellers assign to the Purchaser (or its permitted designees) at Closing, if any (the final such date being referred to as the “ Contract Designation Date ”). In all cases, appropriate additions and deletions to or from the applicable Schedules shall be made immediately to reflect such elections by the Purchaser as and when made.

(b) Undisclosed Contracts . If prior to or following the Closing, any party hereto becomes aware of any executory contract or unexpired lease related to the Acquired Assets that has not been disclosed in writing or that was not made available, in each case, to the Purchaser prior to the date hereof (each, an “ Undisclosed Contract ”), the discovering party shall reasonably promptly notify the other party in writing of such Undisclosed Contract, and the Purchaser may elect, no later than the later of (i) ten (10) Business Days after such notice and (ii) the Contract Designation Date, to receive (for itself or for one of its permitted designees) an assignment of the applicable Sellers’ rights in such Undisclosed Contract; provided that the Bankruptcy Court authorizes the assumption by the Sellers (for contracts entered prior to the commencement of the New Bankruptcy Cases, whether or not amended after the commencement of the New Bankruptcy Cases) and/or the assignment to the Purchaser or its permitted designee of such Undisclosed Contract. If any Undisclosed Contract is entered into after the entry of the Sale Order, the Sellers shall promptly notify the Purchaser thereof; provided , however , that nothing herein shall permit a Seller to enter into an contract or lease in violation of Section 5.1 .

(c) Certain Consents . In the case of Assigned Contracts (i) that cannot be transferred or assigned effectively without the consent of third parties, which consent has not been obtained prior to the Closing (after giving effect to the Sale Order and the Bankruptcy Code), Sellers shall, subject to any approval of the Bankruptcy Court that may be required, reasonably cooperate with the Purchaser, at the sole cost and expense of the Purchaser, in endeavoring to obtain such consent and, if any such consent is not obtained, Sellers shall, during the thirty (30) day period following Closing, and subject to any approval of the Bankruptcy Court that may be required, cooperate with the Purchaser in all reasonable respects and at the Purchaser’s sole cost and expense, to provide to the Purchaser or its permitted designee the benefits thereof in some other manner, or (ii) that are otherwise not transferable or assignable (after giving effect to the Sale Order and the Bankruptcy Code), Sellers shall, during the thirty (30) day period following Closing, and subject to any approval of the Bankruptcy Court that may be required, reasonably cooperate with the Purchaser, at the sole cost and expense of the Purchaser, to provide to the Purchaser or its permitted designee the benefits thereof in some other manner (including the exercise of the rights of Sellers thereunder); provided, however, that nothing in this Section 1.2(c) shall require the Purchaser to reimburse Sellers for any attorneys’ fees and expenses incurred by Sellers in complying with their obligations under this Section 1.2(c) .

(d) Excluded Contracts . Purchaser acknowledges and agrees that if it elects to exclude any Contracts from being assigned pursuant to this Section 1.2 , Purchaser shall be responsible for any Contract rejection damage claim under Section 502 of the Bankruptcy Code (“ Rejection Costs ”).

1.3 Excluded Assets . Notwithstanding anything contained in this Agreement to the contrary, the following rights, properties and assets (collectively, the “ Excluded Assets ”) of the Sellers will not be included in the Acquired Assets:

(a) any Contract to which any of the Sellers is a party that is not an Assigned Contract, including, without limitation, any Contract listed or described on Schedule 1.3(a) (the “ Excluded Contracts ”);

(b) all avoidance actions and similar rights and causes of action, including causes of action under Sections 544 through 553 inclusive, of the Bankruptcy Code, except as provided by Section 1.1(b)(xiv) ;

(d) any accounts receivable that have been satisfied or discharged prior to the Closing;

(e) any arrangements or agreements between the Company or any of its Subsidiaries, on the one hand, and USEY or any of its Affiliates (other than the Company and its Subsidiaries) or any of their respective officers, members, managers, directors, stockholders, parents, other interest holders or employees, on the other hand;

(f) all intercompany payables, liabilities and obligations (of any nature or kind, and whether based in common law or statute or arising under written contract or otherwise, known or unknown, fixed or contingent, accrued or unaccrued, liquidated or unliquidated, real or potential) owed to any Seller, as to which any Seller or an Affiliate thereof (other than an Acquired Company) is an obligor or is otherwise responsible or liable;

(g) [Reserved]

(h) [Reserved]; and

(i) the rights, properties and assets identified on Schedule 1.3(i) .

1.4 Assumed Liabilities . On the terms and subject to the conditions set forth in this Agreement, at the Closing the Purchaser or its permitted designee shall assume from the Sellers and thereafter pay, perform or otherwise discharge in accordance with their respective terms and subject to the respective conditions thereof, only the following liabilities (collectively, the “ Assumed Liabilities ”) and no others:

(a) all liabilities of the Sellers as reflected on the face of, or reserved against in, the most recent balance sheet included in the Financial Statements, and all trade payables and other operating liabilities incurred by the Sellers in the ordinary course of the Business consistent with past practice since the date of the most recent balance sheet included in the Financial Statements and existing as of the Closing;

(b) all liabilities of Sellers arising and attributable to the period from and after the Closing Date with respect to the Acquired Assets, including, without limitation, the Assigned Contracts, following the Closing;

(d) the outstanding USEB Indebtedness, which amount currently is $83,800,000, but is subject to adjustment prior to Closing in accordance with the terms of the USEB Indebtedness;

(e) the NPI Indebtedness, but solely to the extent of an amount fixed at $5,800,000 (it being acknowledged and agreed that the fixing of the amount of the NPI Indebtedness at such amount is solely for purposes of calculating such Assumed Liability and shall not constitute any admission or otherwise bind or prejudice Purchaser with respect to the calculation of the amount of the NPI Indebtedness for any other purpose, including without limitation for the purpose of determining the distribution of or Purchaser’s entitlement to the purchase price paid for the Business by a Qualified Bidder other than the Purchaser in accordance with the Bidding Procedures);

(f) all or a portion of the outstanding USEO Indebtedness as Purchaser may designate to Seller at or prior to Closing in an amount not less than $500,000;

(g) all liabilities related to the Employee Benefit Plans of the Company listed or described on Schedule 1.1(b)(xv) ;

(h) reasonable, documented administrative expenses of the Sellers under Section 503(b)(1) of the Bankruptcy Code in the New Bankruptcy Cases, regardless of whether incurred prior to or after the consummation of the transactions contemplated by this Agreements (collectively, the " USEB Administrative Expenses "); and reasonable, documented administrative expenses of USEY and Sellers under Section 503(b)(1) of the Bankruptcy Code in the USEY Bankruptcy Case (collectively, the " USEY Administrative Expenses "; together with the Sellers' administrative expenses, the " Administrative Expenses "), provided that in no event shall the Administrative Expenses assumed and payable by Purchaser hereunder exceed $4.3 million in the aggregate; and

(i) [Reserved]

(j) all liabilities related to the employment or termination of employment of any Transferred Employee arising after the Closing Date.

1.5 Excluded Liabilities . The Purchaser shall not assume or agree to pay, satisfy, perform or otherwise discharge any claims, liabilities, indebtedness, obligations or expenses other than the Assumed Liabilities (the “ Excluded Liabilities ”). Without limiting the generality of the foregoing, the Purchaser does not assume or agree to pay, satisfy, perform or otherwise discharge any of the following claims, liabilities, indebtedness, obligations or expenses and the Purchaser shall have no liability for or obligation in respect of:

(a) the Sellers’ professional fees and expenses for its advisers, including without limitation, advisers retained pursuant to an order of the Bankruptcy Court except to the extent otherwise provided for in this Agreement;

(b) obligations, liabilities or amounts payable to any security holder of any Seller;

(d) all liabilities of the Sellers for Taxes relating or attributable to taxable periods ending on or before the Closing Date (“ Pre-Closing Periods ”) and, with respect to any period that begins on or before and that ends after the Closing Date (a “ Straddle Period ”), the portion of such Straddle Period deemed to end on and include the Closing Date;

(e) any environmental liabilities of Sellers, including without limitation, any liabilities involving:

(i) any violation of or alleged violation, or non-compliance with, Environmental Laws or permits, licenses or authorizations issued pursuant to applicable Environmental Laws prior to the Closing Date, with respect to the ownership, lease, maintenance, construction, modification or operation of the Acquired Assets, except where, as a result of the transfer of a permit to Purchaser, Purchaser is obligated to assume such liabilities as a condition of said transfer as a matter of applicable Environmental Law;

(ii) loss of life, injury to persons or property, natural resource damages, or investigation or remediation obligations, arising from the discharge or release of Hazardous Substances prior to the Closing Date, at or migrating or emitted or discharged from the Acquired Assets or from the properties at which the Acquired Assets are located; provided, that this exclusion shall not apply to any investigation or remediation that may be required after the Closing Date in connection with the sale of the assets owned by Lafayette Energy Partners, L.P. if the current transaction triggers an obligation to comply with ISRA;

(iii) loss of life, injury to persons or property, natural resource damages, or investigation or remediation obligations, arising from the storage, transportation, treatment, disposal, discharge recycling or release, at any off-site location, or arising from the arrangement for such activities, prior to the Closing Date, of Hazardous Substances generated in connection with the ownership or operation of the Acquired Assets;

(iv) without limiting the foregoing, any liabilities arising from the allegation by the State of Illinois asserting that Upper Rock Energy Partners LLC violated applicable Environmental Law by installing a generating unit at the Upper Rock County Landfill without a permit; and

(v) without limiting the foregoing, any fines, penalties or other costs that may be imposed due to any failure (whether by Sellers or predecessor owners or operators) to comply with ISRA with respect to prior transactions involving the assets currently owned by Lafayette Energy Partners, L.P.;

(f) any liability relating to any Section 29 tax credit indemnification obligations;

(g) any liability relating to any Excluded Asset; and

(h) any liability listed or described on Schedule 1.5 .

1.6 Cure Costs; Verification of Costs and Expenses . Sellers shall assume and assign all Assigned Contracts to the Purchaser or its permitted designees as of the Closing Date pursuant to Section 365 of the Bankruptcy Code and the Sale Order. In connection with such assignment and assumption, Purchaser shall cure all monetary defaults under such Assigned Contracts to the extent required by Section 365(b) of the Bankruptcy Code (such amounts, the “ Cure Costs ”). Sellers shall be responsible for the verification of all Cure Costs including all administrative responsibilities associated therewith, and shall use their reasonable efforts to establish the proper cure amount, if any, for each Assigned Contract, including taking all reasonable actions with respect to the filing and prosecution of any pleadings and proceedings in the Bankruptcy Court and the service and delivery of any related notices or pleadings. Sellers shall be responsible for the verification of all Rejection Costs, if any, including all administrative responsibilities associated therewith, and shall use their reasonable efforts to establish the proper amount of any Rejection Costs for each Contract excluded pursuant to Section 1.2(d) , including taking all reasonable actions with respect to the filing and prosecution of any pleadings and proceedings in the Bankruptcy Court and the service and delivery of any related notices or pleadings. Sellers shall be responsible for the verification of all Administrative Expenses, including all administrative responsibilities associated therewith, and shall provide reasonable documentation of all Administrative Expenses at Purchaser’s request.

1.7 Release Consideration . At the Closing and subject to the terms and conditions set forth in this Agreement, in consideration of (i) the release provided by USEY and other consideration provided by USEY under this Agreement, (ii) the sale, transfer and conveyance of USEY’s interest in ZFC Royalty Partners and (iii) the assignment of all right, title and interest of USEY in its Pollution Legal Liability Policy, effective as of March 1, 2005, by and between USEY and AIG Environmental (and any predecessor policy relating thereto), the Purchaser shall, in addition to the assumption of the Assumed Liabilities, pay directly to USEY $100,000 (the “ Release Consideration ”). The Release Consideration shall be payable at the Closing by wire transfer of immediately available funds made to the account of USEY designated in writing by USEY to Purchaser at least two Business Days prior to the Closing Date.

ARTICLE II

CLOSING

2.1 Closing . Subject to the terms and conditions of this Agreement, the closing of the transactions contemplated by this Agreement (the “ Closing ”) shall take place at the offices of Hunton & Williams LLP, 200 Park Avenue, New York, New York, at 10 a.m. local time on the second (2 ^nd ) Business Day after the satisfaction or waiver of the conditions set forth in Articles VII and VIII hereof or such other place and time as the parties may otherwise agree, and the date of the Closing is referred to herein as the “ Closing Date ”).

2.2 Deliveries at the Closing.

(a) Deliveries by Sellers . At or prior to the Closing, the Sellers shall deliver or cause to be delivered to Purchaser the following:

(i) the documents required to be delivered by the Sellers pursuant to Articles VI and VII;

(ii) a release by USEY and the Sellers in substantially the form attached hereto as Exhibit B-1 , releasing all claims of any nature against Purchaser and any of its Subsidiaries and Affiliates for acts, omissions or occurrences which have occurred, existed or arisen at or before the Closing (the “ Seller Release ”);

(iii) a certified copy of the Sale Order in substantially the form attached hereto as Exhibit C ;

(iv) copies of all of the books and records relating to the Sellers;

(v) affidavits from each Seller, signed under penalties of perjury, in form and substance as required under Treasury Regulations Section 1.1445-2(b), that such Seller is not a foreign person;

(vi) the Bill of Sale and Assignment Agreements duly executed by the Sellers transferring the Acquired Assets to the Purchaser or its designees;

(vii) the Assumption Agreements duly executed by the Sellers and the Purchaser or its designees evidencing the assignment and assumption by the Purchaser or its designees of the Assumed Liabilities;

(viii) duly executed assignments or instruments with respect to any Intellectual Property included in the Acquired Assets for which an assignment or instrument is required to assign, transfer and convey such assets to, or perfect title to such assets in, Purchaser;

(ix) duly executed assignments of the Leases included in the Acquired Assets, substantially in the form of Exhibit E hereto (the “ Lease Assignments ”);

(x) [Reserved];

(xi) [Reserved];

(xii) duly executed documents of transfer and conveyance, in form reasonably satisfactory to Purchaser, as Purchaser may reasonably request in order for Purchaser or its designees to assume the USEB Indebtedness, the USEO Indebtedness and the NPI Indebtedness, each as contemplated hereunder;

(xiii) duly executed instruments or other evidence sufficient to transfer to the Purchaser the unencumbered legal and beneficial ownership of the Interests and all books and records of the Acquired Companies (including minute books);

(xiv) resignations from each director of each Acquired Company (except as to such directors as to which Purchaser notifies Sellers that no such resignation is required); and

(xv) such other bills of sale, deeds, endorsements, assignments, Transfer Tax returns and other good and sufficient instruments of conveyance and transfer, in form reasonably satisfactory to Purchaser, as Purchaser may reasonably request to vest in Purchaser or its permitted designees all the right, title and interest of Sellers in, to or under any or all of the Acquired Assets.

(b) Deliveries by Purchaser to Seller . At or prior to the Closing, Purchaser shall deliver or cause to be delivered to Sellers the following:

(i) payment of the Release Consideration;

(ii) the documents required to be delivered by Purchaser pursuant to Articles VI and VIII;

(iii) the Assumption Agreements, duly executed by Purchaser or its designees;

(iv) duly executed documents of transfer and conveyance, in form reasonably satisfactory to Purchaser, as Purchaser may reasonably request in order for Purchaser or its designees to assume the USEB Indebtedness, the USEO Indebtedness and the NPI Indebtedness, each as contemplated hereunder; and

(v) a release by Purchaser and its Subsidiaries in substantially the form attached hereto as Exhibit B-2 (the “ Purchaser Release ”);

(vi) the Lease Assignments, duly executed by Purchaser;

(vii) such other assignments and other good and sufficient instruments of assumption and transfer, in form reasonably satisfactory to Sellers, as Sellers may reasonably request to transfer and assign the Assumed Liabilities to Purchaser or its permitted designees.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF SELLERS

As a material inducement to Purchaser to enter into this Agreement and to consummate the transactions contemplated hereby, each of the Sellers jointly and severally makes the following representations and warranties to Purchaser as of the date of this Agreement (or if made as of a specific date, as of such date) and as of the Closing Date.

3.1 Corporate Status . Each of the Company, the Sellers and the Acquired Companies (a) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization as identified in Schedule 3.1(a) , (b) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, and (c) is qualified to do business and in good standing in every jurisdiction where its assets are located and wherever necessary to carry out its business and operations, except where the failure to be so qualified would not be reasonably likely to result in a Material Adverse Effect. Except as identified on Schedule 3.1(b) there is no pending or, to any Sellers’ Knowledge, threatened proceeding for the dissolution, liquidation, insolvency or rehabilitation of any Seller or any Acquired Company.

3.2 Power and Authority . Each Seller has the corporate power and authority to enter into this Agreement, to perform its respective obligations hereunder and to consummate the transactions contemplated hereby. Each Seller has taken all requisite corporate action necessary to authorize the execution and delivery of this Agreement, the performance of its respective obligations hereunder, and the consummation of the transactions contemplated hereby.

3.3 Enforceability . This Agreement has been duly executed and delivered by each Seller and, upon entry of the Sale Order (assuming due and valid authorization, execution and delivery by Purchaser), constitutes the legal, valid and binding obligation of each such Seller, enforceable against each such Seller in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors rights generally and general equitable principles regardless of whether such enforceability is considered in a proceeding at law or in equity.

3.4 Capitalization and Subsidiaries . Schedule 3.4 sets forth a true, complete and correct list as of the Closing Date, both before and after giving effect to the transactions contemplated hereby, of the name of the Company and each of its Subsidiaries and indicates (i) the ownership of such entity (by each holder and type and percentage of interest), (ii) the type of entity of each of them, and (iii) the number and class of authorized and issued capital stock or other ownership interest of such Subsidiary. Except as set forth on Schedule 3.4 , as of the Closing Date, neither the Company nor any of its Subsidiaries has any equity investments in any other corporation or entity. All of the issued and outstanding shares of capital stock or other ownership interests of each Acquired Company: (i) have been duly authorized and validly issued and are fully paid and nonassessable, (ii) were issued in compliance with all applicable state and United States federal securities laws and (iii) were not issued in violation of any preemptive rights or rights of first refusal or similar rights. Except as set forth on Schedule 3.4 , no preemptive rights or rights of first refusal or similar rights exist with respect to any shares of capital stock or other ownership interest of any Acquired Company and no such rights arise by virtue of or in connection with the transactions contemplated hereby; there are no outstanding or authorized rights, options, warrants, convertible securities, subscription rights, conversion rights, exchange rights or other agreements or commitments of any kind that could require any Acquired Company to issue or sell any shares of its capital stock or other ownership interest (or securities convertible into or exchangeable for shares of its capital stock or other ownership interest); there are no outstanding stock appreciation, phantom stock, profit participation or other similar rights with respect to any Acquired Company; there are no proxies, voting rights or other agreements or understandings with respect to the voting or transfer of the capital stock or other ownership interest of any Acquired Company; and no Acquired Company is obligated to redeem or otherwise acquire any of its outstanding shares of capital stock or other ownership interest.

3.5 Good Title Conveyed; Sufficiency of Assets . Immediately prior to Closing, Sellers will have, and, upon delivery to Purchaser on the Closing Date of the instruments of transfer contemplated by Section 2.2(a), and subject to the terms of the Sale Order, Sellers will thereby transfer to Purchaser or its permitted designees good title to, or, in the case of property leased or licensed by Sellers, a valid leasehold interest in, all of the Acquired Assets, free and clear of all Liens. The Acquired Assets and Interests are sufficient to permit the Purchaser or its permitted designees to operate the Business from and after the Closing Date in substantially the same manner as the Business is currently being operated by Sellers. The stock powers, endorsements, assignments and other instruments to be executed and delivered by Sellers to Purchaser at the Closing will be valid and binding obligations of Sellers, enforceable in accordance with their respective terms, and will effectively vest in Purchaser good, valid and marketable title to the Interests pursuant to and as contemplated by this Agreement free and clear of all Liens derived through Sellers.

3.6 Records . The copies of the certificate or articles of incorporation, bylaws or other organizational or governing documents and other documents and agreements of Sellers and the Acquired Companies that were provided to Purchaser are true, accurate, and complete and reflect all amendments made through the date of this Agreement. To Sellers’ Knowledge, all accounts, books, ledgers and official and other records of the Sellers and the Acquired Companies are accurate and complete, and there are no material inaccuracies or discrepancies contained therein.

3.7 No Violation . Upon entry of the Sale Order, the execution, delivery and performance by Sellers and the consummation of the transactions contemplated by this Agreement do not and will not (i) violate any provision of any law or any governmental rule or regulation applicable to any Seller or any Acquired Company, any of the organizational documents of any Seller or any Acquired Company, or any order, judgment or decree of any Governmental Authority binding on any Seller or any Acquired Company, (ii) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Material Contract of any Seller or any Acquired Company or give rise to any right of termination, cancellation, modification, amendment, suspension, revocation or acceleration of remedies or rights pursuant to any Material Contract of any Seller or any Acquired Company, (iii) result in or require the creation or imposition of any Lien upon any of the Interests, the Acquired Assets or the Business, (iv) result in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to the Business, the Acquired Assets or any Acquired Company or (v) require any approval of stockholders, members or partners of any Seller or any Acquired Company or any approval or consent of, or notice to, any Person under any Material Contract of any Seller or any Acquired Company.

3.8 Government Regulation.

(a) The Company is a “holding company” as defined under the Public Utility Holding Company Act of 2005 solely by reason of owning indirect interests in “qualifying small power production facilities” as defined in the Public Utility Regulatory Policies Act of 1978. All facilities purporting to be qualifying small power production facilities in which the Company owns an indirect interest are listed in Schedule 3.8(a) and are in material compliance with the regulations of the Federal Energy Regulatory Commission relevant to maintaining status as a qualifying small power production facility; provided, however, that any non-compliance that may threaten qualifying facility status would be material.

(b) None of the Company, any of its Subsidiaries or any entity in which the Company owns or controls any voting securities is: (i) a “public utility” as defined in the Federal Power Act, except to the extent that such public utility is the owner of a “qualifying small power production facility” as defined in the Public Utility Regulatory Policies Act of 1978 having a power production capacity of 20MW or less and is entitled to the exemptions provided in 18 C.F.R. §§ 292.601(c) and 292.602(b) and (c), or (ii) regulated as a “public utility”, “electric utility”, “gas utility” or similar designation under the laws of any state.

(c) Neither the Company nor any of its Subsidiaries is a “registered investment company” or a company “controlled” by a “registered investment company” or a “principal underwriter” of a “registered investment company” as such terms are defined in the Investment Company Act of 1940.

3.9 Governmental Consents . Upon entry of the Sale Order and subject to any necessary approvals required under the HSR Act or other applicable Competition Law, the execution, delivery and performance by Sellers of this Agreement and the consummation of the transactions contemplated hereby do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by, any Governmental Authority.

3.10 Changes Since May 31, 2007. Since May 31, 2007, except as expressly contemplated by the terms of this Agreement or as set forth on Schedule 3.10 , neither the Sellers nor any Acquired Company has:

(a) suffered any change, event, occurrence, development or circumstance which individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect;

(b) issued, sold, pledged, disposed of, encumbered, or authorized the issuance, sale, pledge, disposition, grant or encumbrance of, any shares of its capital stock of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock or any other ownership interest;

(c) declared, set aside, made, or paid any dividend or other distribution payable in cash, stock, property or otherwise, on or with respect to its capital stock or other securities or reclassified, combined, split, subdivided or redeemed, purchased or otherwise acquired, directly or indirectly, any of its capital stock or other securities;

(d) sold, leased, licensed or transferred any of its properties or assets other than in the ordinary course of business consistent with past practice;

(e) granted, acquired, disposed of, abandoned or failed to maintain any rights in Intellectual Property owned by or licensed to it other than in the ordinary course of business consistent with past practices;

(f) (i) acquired (including, without limitation, for cash or shares of capital stock, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership or other business organization or division thereof or any assets, or made any investment either by purchase of stock or securities, contributions of capital or property transfer or, except in the ordinary course of business consistent with past practice, purchased any property or assets of any other Person, (ii) made or obligated itself to make capital expenditures out of the ordinary course of business consistent with past practice, (iii) other than in the ordinary course of business consistent with past practice, incurred any obligations or liabilities including, without limitation, Indebtedness, (iv) issued any debt securities or assumed, guaranteed or endorsed or otherwise as an accommodation become responsible for, the obligations of any Person, or made any loans or advances, (v) modified, terminated or entered into any Contract other than in the ordinary course of business consistent with past practice, or (vi) imposed any security interest or other Lien on any of its assets other than in the ordinary course of business consistent with past practice;

(g) suffered any theft, damage, destruction or casualty loss, whether or not covered by insurance, in excess of $50,000 in the aggregate;

(h) waived, canceled, compromised or released any rights other than in the ordinary course of business consistent with past practice;

(i) except for annual salary increases and annual performance based cash bonus plans adopted in the ordinary course of business consistent with past practice, increased the compensation payable or to become payable to its employees, officers or directors or granted any bonus, severance or termination pay to, or entered into any bonus, employment, change of control or severance agreement with, any of its managers, officers, directors or employees, or established, adopted, entered into or amended or taken any action to create or accelerate any rights or benefits with respect to any collective bargaining, bonus, profit sharing trust, compensation, stock option, restricted stock pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any managers, officers, directors or employees;

(j) made any loans to any of its officers, directors, employees, Affiliates, agents or consultants or made any change in its existing borrowing or lending arrangements for or on behalf of any of such persons, whether pursuant to an employee benefit plan or otherwise;

(k) conducted any operations or adopt any policies other than in the ordinary course of business consistent with past practice;

(l) entered into, or amended in any material respect the terms of, any collective bargaining agreement or other labor-related agreement or arrangement;

(m) unless required by law, made or changed any election in respect of Taxes except in the ordinary course of business consistent with past practice, amended any Tax Return previously filed, adopted or changed any accounting method in respect of Taxes, entered into any closing agreement, settled or compromised any claim or assessment in respect of Taxes, or consented to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes;

(n) taken any action with respect to accounting policies or procedures or made any adjustment to its books and records other than in the ordinary course of business and in a manner consistent with past practices;

(o) paid, discharged or satisfied any existing claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction in the ordinary course of business of due and payable liabilities reflected or reserved against in its financial statements, as appropriate, or liabilities incurred after the date thereof in the ordinary course of business and consistent with past practice;

(p) delayed paying any account payable beyond the date on which nonpayment would interfere with project operations except to the extent being contested in good faith;

(q) entered into any transaction with USEY or any Affiliates;

(r) made or pledged any charitable contributions in excess of $5,000; or

(s) agreed, in writing or otherwise, to do or authorized any of the foregoing.

3.11 Financial Statements . The Company has delivered to Purchaser a true and complete copy of the Financial Statements. The Financial Statements have been prepared in accordance with GAAP, consistently applied (except as disclosed in the footnotes thereto), and fairly present, in all material respects, the financial position of the Company and its Subsidiaries as of the dates thereof and their results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal year-end audit adjustments and the absence of notes thereto.

3.12 Projections . The Projections of the Company and its Subsidiaries for the period of Fiscal Year 2008 through and including Fiscal Year 2028, including monthly projections for each month during the Fiscal Year in which the Closing Date takes place, (the “ Projections ”) are based on good faith estimates and assumptions made by the management of the Company believed to be reasonable and attainable.

3.13 Liabilities .

(a) To Sellers’ Knowledge, neither the Company nor any of its Subsidiaries has any liabilities or obligations, whether accrued, absolute, contingent or otherwise, except:

(i) to the extent reflected on its Financial Statements and not heretofore paid or discharged;

(ii) liabilities incurred in the ordinary course of business consistent with past practice since the date of its Financial Statements which, individually and in the aggregate, are of the same character and nature as the obligations, duties and liabilities set forth on its Financial Statements; and

(iii) liabilities incurred in the ordinary course of business prior to December 31, 2007 which, in accordance with GAAP consistently applied, were not required to be recorded thereon and which, in the aggregate, are not material.

(b) Except as described therein, Part A of Schedule 3.13(b) sets forth a complete and correct list of all existing Indebtedness of the Company and its Subsidiaries as of the date hereof and as of the Closing Date, to the extent material, there has been no change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of such Persons. Except as described in Part B of such Schedule, neither the Company nor any of its Subsidiaries is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or its Subsidiaries and no event or condition exists with respect to any Indebtedness of the Company or any of its Subsidiaries that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.

(c) Schedule 3.13(c) lists the account numbers and names of each bank, broker or other depository institution at which the Company and any of its Subsidiaries maintains a depository account, and the names of all persons authorized to withdraw funds from each such account.

(d) Neither Sellers nor any Acquired Company is a party to any sale and leaseback transaction.

3.14 Projects.

(a) Schedule 3.14(a) is a true and complete list of all of the Company’s Projects and their respective Project Owners. To Sellers’ Knowledge, the descriptions of the Projects set forth in Schedule 3.14(a) and all information regarding the Project furnished to the Purchaser by or on behalf of the Sellers are true and accurate in all material respects, contain no materially misleading information and do not omit any information the omission of which would be materially misleading; provided this representation excludes any projections, forward-looking statements or predictions of future events.

(b) To Sellers’ Knowledge, except as set forth on Schedule 3.14(b) , each of the Projects has received all inspections and certifications currently required by any Governmental Authority and to the extent material, there are no physical defects or performance deficiencies in the Projects, other than ordinary wear and tear consistent with similar assets of a similar age.

3.15 Project Documents.

(a) Each Project Document to which the Company or a Subsidiary is a party (together with the other Project Documents for the applicable Project) is set forth on Schedule 3.15 and constitutes the entire agreement of the respective parties thereto with respect to the subject matter thereof and no respective party thereto shall be bound except in accordance therewith.

(b) Each Project Document to which the Company or a Subsidiary is a party is in full force and effect and constitutes the valid contract of the parties thereto, enforceable against the parties thereto in accordance with its terms, except as enforcement may be limited by Debtor Relief Laws or by equitable principles relating to or limiting creditors’ rights generally, and, as applicable, the Company and each of its Subsidiaries and, to the Sellers’ Knowledge, each of the other parties thereto has executed such Project Document with full power, authority and capacity to contract. Neither the Company nor a Subsidiary has assigned any of its right, title or interest in or under such Project Document except in accordance with the USEB Credit Documents.

(c) The rights of the Company or a Subsidiary that is party to each Project Document, as stated therein, are effective and are not, nor, to Sellers’ Knowledge, are they claimed to be, subject to any claims or any defenses, counterclaims or setoffs against the Company or an applicable Subsidiary, to the extent material. To Sellers’ Knowledge, the obligations of each party, other than the Company or its Subsidiaries, party to each Project Document, as stated therein, are effective and are not subject to any claims or any defenses, counterclaims or setoffs against such Person. No event or force majeure under such Project Document has occurred and is continuing that could reasonably be expected to result in the termination of such Project Document or to cause a Material Adverse Effect.

(d) The copies of the Project Documents furnished to Purchaser by the Sellers are true, complete and correct. None of the Project Documents have been modified or amended since their delivery to the Purchaser or made the subject of waiver or consent by the Company or a Subsidiary, except by a written instrument, a copy of which has been furnished to the Purchaser.

(e) To Sellers’ Knowledge, the Company and each of its Subsidiaries have rights sufficient to safely own, use, maintain and operate the applicable Project in accordance with Prudent Engineering and Operating Practices for the remaining useful life of such Project or the expiration of the Project Documents.

3.16 Adverse Proceedings. There are no Adverse Proceedings that relate to the transactions contemplated hereby. Except for Adverse Proceedings that are immaterial, individually or in the aggregate, to the Company and its Subsidiaries, there are no Adverse Proceedings. Neither the Company nor any of its Subsidiaries (a) is in violation of any applicable laws (including Environmental Laws) that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, or (b) is subject to or in default with respect to any final judgments, writs, injunctions, decrees, rules or regulations of any court or any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

3.17 Affiliate Transactions . Except as set forth on Schedule 3.17 and pursuant to other agreements and arrangements provided for or required hereunder, (i) there are no existing or proposed agreements, arrangements, understandings, or transactions (other than reasonable and customary fees paid to directors and compensation arrangements for officers and other employees entered into in the ordinary course of business) between the Company or any of its Subsidiaries, on the one hand, and USEY or any of its Affiliates (other than the Company and its Subsidiaries) or any of their respective officers, members, managers, directors, stockholders, parents, other interest holders or employees, on the other hand, (ii) none of the foregoing Persons have any direct or indirect ownership, partnership, or voting interest in the Company or any of its Subsidiaries, and (iii) neither the Company nor any of its Subsidiaries has any liability or obligation, whether accrued, absolute, contingent or otherwise, for any of the foregoing Persons.

3.18 Environmental Matters . Except as set forth on Schedule 3.18 :

(a) The Company and its Subsidiaries have been and are in material compliance with all applicable Environmental Laws;

(b) Each of the Company and its Subsidiaries has obtained all permits, licenses and other authorizations which are required under the Environmental Laws for the operation of their respective businesses and the ownership, use and operation of each location owned, operated or leased by the Company and its Subsidiaries. All such permits, licenses and authorizations are in effect, no appeal or any other action is pending to revoke any such permit, license or authorization, and each of the Company and its Subsidiaries are in full compliance with all terms and conditions of all such permits, licenses and authorizations. To the extent required by applicable Environmental Laws, each of the Company and its Subsidiaries has filed all applications necessary to renew or obtain any necessary permits, licenses, or authorizations in a timely fashion so as to allow the Company and its Subsidiaries to continue to operate their businesses in compliance with applicable Environmental Laws and Sellers do not expect such new or renewed licenses, permits or other authorizations to include any terms or conditions that will have a material impact on the Company or its Subsidiaries. Without limiting the foregoing, all permits, licenses and authorizations issued to the Company and its Subsidiaries pursuant to applicable Environmental Laws, and all pending applications for new or renewed permits, licenses and authorizations, are set forth on Schedule 3.18 . Sellers represent that they have provided or made available to Purchaser copies of all such permits, license, authorizations and pending applications;

(c) Neither the Company nor any of its Subsidiaries nor any of their respective facilities or operations is subject to any outstanding order, judgment, decree or settlement agreement with any Person relating to any Environmental Law or is subject to any Environmental Claim;

(d) There have been no releases, spills or discharges of Hazardous Substances on or underneath any real property that is currently or formerly owned, leased or operated by the Company or any of its Subsidiaries that could result in an Environmental Claim against the Company or any of its Subsidiaries;

(e) Neither the Company nor any of its Subsidiaries has disposed of or arranged for the treatment, storage or disposal of Hazardous Substances at any facility as could result in an Environmental Claim against the Company or any of its Subsidiaries;

(f) No employee of the Company or any of its Subsidiaries, in the course of his or her employment with the Company or any of its Subsidiaries, or employee of a third party contractor, has been exposed to any Hazardous Substance in a manner that could result in an Environmental Claim against the Company or any of its Subsidiaries;

(g) In connection with the sale of any real property, Subsidiaries or other assets or businesses, the Company and its Subsidiaries have not entered into any agreement requiring the Company or its Subsidiaries to provide indemnification to any other person with respect to environmental matters or to retain liabilities with respect to environmental matters;

(h) To the Sellers’ Knowledge, neither the Company nor any of its Subsidiaries will be required to expend monies, within the next five years, for capital improvements in order to get into compliance or maintain compliance with applicable Environmental Laws;

(i) There are no facts, circumstances or events that are reasonably likely to form the basis of a material liability against the Company or any of its Subsidiaries pursuant to Environmental Law or with respect to Hazardous Substances; and

(j) The Company has provided or made available to Purchaser all material environmental reports, studies, assessments, audits, analyses or communications relating to Environmental Claims, relating to the Company or its Subsidiaries, that are in the possession, custody, or reasonable control of the Company or its Subsidiaries.

(k) Except for the facility owned and operated by Lafayette Energy Partners, L.P., neither Sellers nor any Acquired Company owns or operates any facilities that, as a result of the transactions contemplated by this Agreement, will be subject to any “transaction-triggered” Environmental Laws such as ISRA.

3.19 Real Estate .

(a) Schedule 3.19(a)(i) lists as of the date of this Agreement, all real property owned in fee by the Company and each of its Subsidiaries (together with all easements, rights of way, servitudes, leases, permits, licenses, options and other real property rights appurtenant thereto and all Improvements on the land owned in fee, the “ Owned Real Property ”) and Schedule 3.19(a)(ii) lists all real property (whether by virtue of direct lease, ground lease or sublease) leased by the Company and each of its Subsidiaries as lessee (the “ Leased Real Property ” and together with the Owned Real Property, the “ Real Property ”). The Real Property constitutes all of the land, buildings and structure used by the Company and each of its Subsidiaries in the conduct of the Business.

(b) With respect to the Real Property:

(i) there are no (i) pending or, to Sellers’ Knowledge, threatened condemnation proceedings relating to such Real Property or (ii) pending or, to Sellers’ Knowledge, threatened litigation, claims, actions, suits, proceedings, investigations or administrative actions relating to such Real Property except to the extent set forth in Schedule 3.19(b)(i) ;

(ii) there are no leases, subleases, licenses or agreements, written or oral to which the Company or any Subsidiary is party, granting to any party or parties (other than the Company or any Subsidiary) the right of use or occupancy (other than, in the case of leases, the Lessor) of any portion of any Real Property except to the extent set forth in Schedule 3.19(b)(ii) ;

(iii) neither the Company nor any of its Subsidiaries has received written notice of any, and to the Sellers’ Knowledge there is no, proposed or pending proceeding to change or redefine the zoning classification of all or any portion of such Real Property;

(iv) no portion of such Real Property has suffered any damage by fire or other casualty loss which has not heretofore been completely repaired and restored to its original condition (ordinary wear and tear excepted), except as would not, individually or in the aggregate, reasonably be expected to materially interfere with the Company’s use of such Real Property; and

(v) the Company has delivered to Purchaser complete and accurate copies of all of the following materials relating to such Real Property, to the extent in the Company’s or any Subsidiary’s possession: all Leases (including any amendments, modifications or supplements thereto); title insurance policies; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; warranties; appraisals; structural inspection, soils, environmental assessment and similar reports, and leases, subleases, licenses or agreements (including any amendments or modifications thereto) granting to any other party the right of use or occupancy of any portion of such Real Property.

(i) Schedule 3.19(c)(i) identifies the property address, the approximate lot size and the record owner of such Owned Real Property;

(ii) the Company or the applicable Subsidiary has good and marketable fee simple title to such Owned Real Property, free and clear of all Liens other than Permitted Liens and Liens listed or described in Schedule 3.19(c)(ii) ;

(iii) the material Improvements located on such Owned Real Property are located entirely within the boundary lines of such Owned Real Property or on permanent easements on adjoining land benefiting such Owned Real Property and may lawfully be used under applicable zoning and land use laws (either as of right, by special permit or variance, or as a grandfathered use) for their current use; and such Owned Real Property is not located within any flood plain or subject to any similar type restriction for which any permits or licenses, if any, necessary to the use thereof have not been obtained;

(iv) there are no outstanding options or rights of first refusal to purchase such Owned Real Property, or any portion thereof or interest therein except to the extent set forth on Schedule 3.19(c)(iv) ; and

(v) such Owned Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcels.

(d) With respect to the Leased Real Property:

(i) Schedule 3.19(d)(i) lists each lease, ground lease or sublease of the Leased Real Property to which Company or a Subsidiary is party (each, a “ Lease ”) and lists the term of such Lease, the parties to such Lease, including the Company or the applicable Subsidiary that is lessee thereunder, the street address of the applicable Leased Real Property, any extension and expansion options, and the rent payable thereunder;

(ii) the Company or the applicable Subsidiary has title to each Lease and a good and valid leasehold interest in the Leased Real Property (subject to the terms of the applicable Lease governing its interests therein), in each case free and clear of all Liens other than Permitted Liens and Liens listed or described in Schedule 3.19(d)(ii) ;

(iii) Schedule 3.19(d)(iii) lists all consents required to be obtained from any landlord with respect to the transactions contemplated by this Agreement and no other third party consents are required by any of the Leases to consummate transactions contemplated by this Agreement;

(iv) each Lease is the legal, valid, binding, and enforceable obligation of the Company or the applicable Subsidiary that is lessee thereunder, and, to Sellers’ Knowledge is in full force and effect and the binding obligation of the other parties thereto and will continue to be the legal, valid, binding, and enforceable obligation of the Company or the applicable Subsidiary following the consummation of the transactions contemplated by this Agreement;

(v) neither the Company nor any Subsidiary has received any written notice that it is in default under any Lease, nor to Sellers’ Knowledge is the Company nor any Subsidiary or any other party to such Lease in default under any such Lease, and no event has occurred, which, after the giving of notice, with lapse of time, or otherwise, would constitute a default by the Company or any Subsidiary or, to Sellers’ Knowledge, any other party under such Lease;

(vi) there are no material disputes, oral agreements or forbearance programs in effect as to any Lease;

(vii) neither the Company nor any Subsidiary has assigned, subleased, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold created by such Lease except as set forth in Schedule 3.19(d)(vii) or as contemplated by the USEB Credit Documents;

(viii) there are no outstanding options or rights of any party to terminate such Lease prior to the expiration of the term thereof except to the extent set forth on Schedule 3.19(d)(vii)(i) ; and

(ix) all Improvements are located entirely within the boundary lines of such Leased Real Property or on permanent easements on adjoining land benefiting such Leased Real Property and may lawfully be used under applicable zoning and land use laws for their current use.

3.20 Compliance with Laws. To Sellers’ Knowledge, the Sellers, the Acquired Companies and their respective Affiliates are in material compliance with their organizational documents and all applicable statutes, regulations and orders of, and all applicable restrictions imposed by, all Governmental Authorities, in respect of the conduct of its business and the ownership of its property, except such non compliance that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

3.21 Credit Support Obligations . Schedule 3.21 sets forth each Contract that obligates the Company or its Subsidiaries to directly or indirectly provide financial support of any kind, collateral on behalf of, guarantees in respect of or otherwise make any capital contribution to or in respect of any Subsidiary of the Company (whether or not any such obligation is contingent upon any other event, fact or occurrence and whether or not any such obligation is subject to the giving of notice or the passage of time, or both) (“ Credit Support Obligations ”). Each Credit Support Obligation that requires the issuance of a letter of credit or posting of a surety bond or cash collateral upon the occurrence of another event, fact or occurrence is so noted on Schedule 3.21 . There is no current obligation to make payment under or in respect of any such Credit Support Obligation, and no payments have been made by the Company or its Affiliates under any such Credit Support Obligation during the past five years. To Sellers’ Knowledge, no event or condition currently exists that, solely with the passage of time, the giving of notice, or both, would create a current or future obligation to make any payment under any such Credit Support Obligation, and neither the Company nor its Subsidiaries has received any written notice of such events or conditions.

3.22 Labor and Employment Matters . Except as set forth on Schedule 3.22 :

(a) Neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement, work rule or practice, or any other labor-related agreement or arrangement with any labor union or labor organization; there are no collective bargaining agreements, work rules or practices, or any other labor-related agreements or arrangements that pertain to any employees of the Company or any of its Subsidiaries, including, without limitation, any agreement or arrangement respecting employee benefits; and no employees of the Company or any of its Subsidiaries are represented by any labor organization with respect to their employment with the Company or any of its Subsidiaries. No labor union, labor organization or group of employees of the Company or any of its Subsidiaries has prior to the date of this Agreement organized or attempted to organize any employees of the Company or any of its Subsidiaries into one or more collective bargaining units.

(b) There is not now, and there has not been during the three-year period preceding the date of this Agreement, any actual or threatened labor dispute, labor arbitration, grievance, strike, lockout, work slow down or work stoppage which has affected, which affects, or which may affect the businesses of the Company or any of its Subsidiaries or which may interfere with their continued operations. To Sellers’ Knowledge, neither the Company nor any of its Subsidiaries, nor any employee, agent or representative thereof, has committed any material unfair labor practice as defined in the National Labor Relations Act, as amended, or similar applicable law, and there is no pending or threatened unfair labor practice charge or complaint against the Company or any of its Subsidiaries by or with the National Labor Relations Board or any other Governmental Authority.

(c) The Company and its Subsidiaries are in material compliance with all applicable laws respecting employment and employment practices, including, without limitation, all laws respecting terms and conditions of employment, health and safety, wages and hours (including classification of workers for overtime pay), child labor, immigration, employment discrimination, disability rights or benefits, equal opportunity, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, employee leave issues and unemployment insurance.

(d) The Company and its Subsidiaries are and have been in compliance with all notice and other requirements under the WARN Act and neither the Company nor any of its Subsidiaries have any liabilities under the WARN Act. During the six-month period prior to the date hereof: (i) neither the Company nor any of its Subsidiaries have effectuated a “plant closing” (as defined in the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of the Company or any of its Subsidiaries, (ii) there has not occurred a “mass layoff” (as defined in the WARN Act) affecting any site of employment or facility of the Company or any of its Subsidiaries, (iii) neither the Company nor any of its Subsidiaries have been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to trigger application of any similar state, provincial, local or foreign law or regulation and (iv) neither the Company’s nor any of its Subsidiaries’ employees have suffered an “employment loss” (as defined in the WARN Act).

(e) Neither the Company nor any of its Subsidiaries is or has been: (i) a “contractor” or “subcontractor” (as defined by Executive Order 11246), (ii) required to comply with Executive Order 11246 or (iii) required to maintain an affirmative action plan.

(f) Neither the Company nor any of its Subsidiaries (i) is a joint employer with any entity, agency, organization or third party service provider; or (ii) has any liabilities with respect to any employee or independent contractor leased by, or who provides services to the Company or any of its Subsidiaries through, another employer or service provider.

(g) The Company and its Subsidiaries are not delinquent in payments to any employees or former employees for any services or amounts required to be reimbursed or otherwise paid.

(h) The Company and its Subsidiaries have not received (i) notice of any complaints, grievances or arbitrations arising out of any collective bargaining agreement, (ii) notice of any charge or complaint with respect to or relating to them pending before the Equal Employment Opportunity Commission, Occupational Health and Safety Administration or any other Governmental Authority responsible for the prevention of unlawful employment practices, (iii) notice of the intent of any Governmental Authority responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, or (iv) notice of any Adverse Proceeding pending or threatened in any forum by or on behalf of any present or former employee of such entities, any applicant for employment or classes of the foregoing alleging breach of any express or implied contract of employment, any applicable law governing employment or the termination thereof or other discriminatory, wrongful or tortuous conduct in connection with the employment relationship.

(i) To Sellers’ Knowledge, no employee of the Company or any of its Subsidiaries is in any respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, noncompetition agreement, restrictive covenant or other obligation to a former employer of any such employee relating (i) to the right of any such employee to be employed by the Company or any of its Subsidiaries or (ii) to the knowledge or use of trade secrets or proprietary information.

(j) Schedule 3.22(j) identifies by job title all of the employees employed by the Company and its Subsidiaries as of the date hereof. To Sellers’ Knowledge, no current employee of the Company or any of its Subsidiaries with an annual compensation of $100,000.00 or more intends to terminate his or her employment.

(k) The execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in any breach or other violation of any collective bargaining agreement, employment agreement, consulting agreement or any other labor-related agreement to which the Company or any of its Subsidiaries is a party or is bound.

3.23 Employee Benefit Plans .

(a) Schedule 3.23 contains a true and complete list of each deferred compensation and each incentive compensation, equity compensation plan, “welfare” plan, fund or program (within the meaning of section 3(1) of ERISA); “pension” plan, fund or program (within the meaning of section 3(2) of ERISA); each employment, consulting, termination, severance or change in control agreement; and each other employee benefit plan, fund, program, agreement or arrangement, in each case, that is sponsored, maintained or contributed to or required to be contributed to by the Company or any of its Subsidiaries or by any trade or business, whether or not incorporated, that together with the Company and/or any of its Subsidiaries would be deemed a “single employer” within the meaning of section 4001(b) of ERISA (an “ ERISA Affiliate ”), or to which the Company or any of its Subsidiaries or an ERISA Affiliate of the Company or any of its Subsidiaries is party, whether written or oral, for the benefit of any current or former employee, director or consultant of the Company or any of its Subsidiaries or any ERISA Affiliate (the “ Employee Benefit Plans ”).

(b) With respect to each Employee Benefit Plan, the Company has delivered to Purchaser true and complete copies of the Employee Benefit Plan and any amendments thereto, any related trust or other funding vehicle, any annual reports or summaries required under ERISA or the Code, any contracts relating to any Employee Benefit Plan and the most recent determination letter received from the Internal Revenue Service with respect to each Employee Benefit Plan intended to qualify under Section 401 of the Code.

(c) At no time has the Company or any of its Subsidiaries or any ERISA Affiliate ever maintained, established, sponsored, participated in or contributed to any Employee Benefit Plan that is subject to Title IV of ERISA.

(d) At no time has the Company or any of its Subsidiaries or any ERISA Affiliate ever contributed to or been required to contribute to any “multiemployer pension plan,” as such term is defined in Section 3(37) of ERISA.

(e) There has been no non-exempt “prohibited transaction,” as such term is defined in Section 406 of ERISA and Section 4975 of the Code, with respect to any Employee Benefit Plan. Each Employee Benefit Plan has been operated and administered in all material respects in accordance with its terms and applicable law, including but not limited to ERISA and the Code, and each Employee Benefit Plan intended to be “qualified” within the meaning of section 401(a) of the Code has received a favorable determination from the IRS to the effect that such plan is so qualified and the trusts maintained thereunder are exempt from taxation under section 501(a) of the Code, and no event has occurred which would reasonably be expected to result in the loss of such qualified status. Each Employee Benefit Plan may be amended, terminated or otherwise discontinued after the Closing Date in accordance with its terms, and without material liability to Purchaser, other than for benefits accrued and vested thereunder at the time of such termination. All contributions and premiums which the Company or any of its Subsidiaries or any ERISA Affiliate are required to pay under the terms of each of the Employee Benefit Plans have, to the extent due, been paid in full or properly recorded on the financial statements or records of the applicable Company, Subsidiary of the Company or ERISA Affiliate.

(f) No Employee Benefit Plan provides medical, surgical, hospitalization, death or similar benefits (whether or not insured) for current or former employees, directors or consultants of the Company or any of its Subsidiaries or any ERISA Affiliate for periods extending beyond their retirement or other termination of service, other than (A) coverage mandated by applicable law, (B) death benefits under any “pension plan,” or (C) benefits the full cost of which is borne by the current or former employee, director or consultant (or his beneficiary).

(g) [Reserved]

(h) Except as otherwise disclosed on Schedule 3.23(h), the consummation of the transactions contemplated by this Agreement will not, either alone or in combination with another event, (A) entitle any current or former employee, director or consultant of the Company or any of its Subsidiaries or any ERISA Affiliate to severance pay, unemployment compensation or any other payment, except as expressly provided in this Agreement, or (B) accelerate the time of payment or vesting, increase the amount of compensation due or otherwise enhance any benefit to such employee, director or consultant.

(i) There are no pending, threatened or anticipated claims by or on behalf of any Employee Benefit Plan, by any employee or beneficiary covered under any such Employee Benefit Plan, or otherwise involving any such Employee Benefit Plan (other than routine claims for benefits).

(j) No Employee Benefit Plan has been established or maintained outside of the United States for the benefit of any current or former employee, director or consultant of the Company or any of its Subsidiaries or any ERISA Affiliate residing outside the United States.

(k) None of the Company, any of its Subsidiaries nor any ERISA Affiliate has, prior to the Closing Date and in any material respect, violated any of the health care continuation requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or the Health Insurance Portability Accountability Act of 1996, as amended, or any similar provision of state law applicable to their employees.

3.24 Taxes . Except as set forth on Schedule 3.24 hereto:

(a) Each Tax Group Member has (i) timely filed all Tax Returns required to be filed by it and all such Tax Returns are true, correct and complete in all material respects, and (ii) paid in full all Taxes due or, to Sellers’ Knowledge, claimed to be due by any Governmental Authority.

(b) No waiver, extension or comparable consent given by a Tax Group Member regarding the application of the statute of limitations with respect to any Taxes or Tax Return is outstanding, nor has any request for any such waiver or consent been made; no Tax Group Member is currently the beneficiary of any extension of time within which to file any Tax Return;

(c) No Tax Group Member has granted to any person any power of attorney that is currently in force with respect to any Tax matter;

(d) USEY has established in the Financial Statements (i) reserves that are adequate for the payment of any Taxes of a Tax Group Member not yet due and payable, and (ii) reserves as would be required under Interpretation No. 48 of the Financial Accounting Standards Board as if such pronouncement were in effect as of the date of such Financial Statements; since the date of the Financial Statements, no Tax Group Member has incurred any liability for Taxes other than in the ordinary course of business consistent with past practice;

(e) No deficiency for Taxes has been proposed, asserted or assessed by a taxing authority against a Tax Group Member which has not been resolved and paid in full; there are no audits, actions, suits, proceedings, investigations, claims or administrative proceedings (“ Audits ”) relating to Taxes or any Tax Returns of a Tax Group Member now pending, proposed or threatened by a taxing authority;

(f) All amounts required to be collected or withheld by or on behalf of a Tax Group Member with respect to Taxes have been duly collected or withheld and any such amounts that are required to be remitted to any Governmental Authority have been duly and timely remitted;

(g) No Governmental Authority in any jurisdiction where a Tax Group Member does not file a Tax Return has made a written claim that the Company or such Subsidiary is required to file a Tax Return for such jurisdiction;

(h) No Tax Group Member (i) is a party to, is bound by, or has any obligation under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “ Tax Sharing Agreements ”) or (ii) has any potential liability or obligation to any person as a result of, or pursuant to, any such Tax Sharing Agreement;

(i) No Tax Group Member (i) is or has ever been a member of any consolidated, combined, affiliated or similar group of corporations for T

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