TRUST INDENTURE

Exhibit 10.2

EXECUTION COPY

TRUST INDENTURE

BETWEEN

CALIFORNIA STATEWIDE COMMUNITIES

DEVELOPMENT AUTHORITY

AND

WELLS FARGO BANK, NATIONAL ASSOCIATION, AS TRUSTEE

Dated as of August 1, 2008

including

$62,425,000

CALIFORNIA STATEWIDE COMMUNITIES DEVELOPMENT AUTHORITY

ENVIRONMENTAL FACILITIES REVENUE BONDS

(MICROGY HOLDINGS PROJECT) SERIES 2008A

TABLE OF CONTENTS

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TRUST INDENTURE

This TRUST INDENTURE dated as of August 1, 2008, is by and between the CALIFORNIA STATEWIDE COMMUNITIES DEVELOPMENT AUTHORITY (the "Issuer") and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (the "Trustee").

WITNESSETH:

WHEREAS, pursuant to law, and particularly the Act, the Issuer is authorized to acquire, construct, and improve certain solid waste disposal facilities and to issue its revenue bonds for such purpose;

WHEREAS, Microgy Holdings, LLC, a limited liability company organized and existing under and by virtue of the laws of the State of Delaware (the "Company"), has applied for the financial assistance of the Issuer in the financing of the acquisition, construction, improving and equipping of certain solid waste disposal facilities (the "Project") described in Exhibit A to the Agreement (the "Facilities");

WHEREAS, the Facilities are to be located within the territorial limits of the County of Fresno and the County of Kings, each being a program participant of the Issuer (the "Program Participants"), and a substantial portion of the persons to be utilizing the services to be provided at the Facilities are expected to be residents of the Program Participants and a substantial portion of the persons to be employed by the Company at the Project are expected to be residents of the Program Participants;

WHEREAS, the financing of the Project will promote significant and growing opportunities for the creation and retention of employment to the California economy and the enhancement of the quality of life to residents of the Program Participants, and will promote opportunities for the creation or retention of employment within the jurisdiction of the Program Participants and is within the powers conferred upon the Issuer by its Joint Powers Agreement (the "Joint Powers Agreement");

WHEREAS, the financing of the Project will promote residential, commercial and industrial development within the jurisdictions of the Program Participants, and thereby stimulate economic activity and increase the tax base, and is within the powers conferred upon the Issuer by the Joint Powers Agreement;

WHEREAS, the financing of the Project is a significant factor in establishing the operations of the Company within the jurisdictions of the Program Participants;

WHEREAS, the Issuer has authorized the issuance of its Environmental Facilities Revenue Bonds (Microgy Holdings Project) Series 2008 (the "Bonds") to finance the Project;

WHEREAS, the Bonds will be issued in one or more Series pursuant to this Indenture;

WHEREAS, a loan agreement, dated as of August 1, 2008 (the "Agreement") with the Company specifying the terms and conditions of a loan by the Issuer to the Company of the proceeds of the Bonds to provide for the financing of the Project and of the payment by the Company to the Issuer of amounts sufficient for the payment of the principal of and interest on the Bonds and certain related expenses;

WHEREAS, the recitals and provisions of the Agreement are incorporated herein as if set forth in their entirety, and the capitalized terms of this Indenture not otherwise defined herein shall have the same meanings, and shall be defined, as set forth in the Agreement;

WHEREAS, the Bonds, and the interest thereon, are and shall be payable from and secured by a first and superior lien on and pledge of the payments designated as "Loan Payments" to be made by the Company pursuant to the Agreement in amounts sufficient to pay and redeem, and provide for the payment of the principal of, premium, if any, and interest on the Bonds, when due, and the fees and expenses of and other amounts due to the Trustee and any paying agent for the Bonds;

WHEREAS, pursuant to a Guarantee Agreement, dated as of October 1, 2006, as supplemented and amended by a Supplemental Guarantee Agreement, dated as of August 1, 2008 (as so supplemented and amended, the "Guarantee") the Company, Microgy Hanford LLC, Microgy Riverdale LLC, MST Production Ltd., MST GP, LLC, MST Estates, LLC, Rio Leche Estates, L.L.C., Mission Biogas, L.L.C., and Hereford Biogas, L.L.C. (the "Subsidiary Guarantors") have, jointly and severally, unconditionally guaranteed to the Trustee the payment, when due, of the principal of, redemption premium, if any, and interest on the Bonds;

WHEREAS, the Trustee has agreed to accept the trusts herein created upon the terms herein set forth;

WHEREAS, in order to provide for the authentication and delivery of the Bonds, to establish and declare the terms and conditions upon which the Bonds are to be issued and secured and to secure the payment of the principal thereof and interest thereon, the Issuer has authorized the execution and delivery of this Indenture;

WHEREAS, the Bonds, and the Trustee’s certificate of authentication and assignment to appear thereon, shall be in substantially the form attached hereto as Exhibit A, and incorporated into this Indenture by this reference, with necessary or appropriate variations, omissions and insertions, as permitted or required by this Indenture; and

WHEREAS, all acts and proceedings required by law necessary to make the Bonds, when executed by the Issuer, authenticated and delivered by the Trustee and duly issued, the valid, binding and legal limited obligations of the Issuer, and to constitute this Indenture a valid and binding agreement for the uses and purposes herein set forth in accordance with its terms, have been done and taken, and the execution and delivery of this Indenture have been in all respects duly authorized;

NOW, THEREFORE, THIS INDENTURE WITNESSETH, that in order to secure the payment of the principal of, and the redemption premium, if any, and interest on, all Bonds at any time issued and outstanding under this Indenture, according to their tenor, and to secure the

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performance and observance of all the covenants and conditions therein and herein set forth, and to declare the terms and conditions upon and subject to which the Bonds are to be issued and received, and in consideration of the premises and of the mutual covenants herein contained and of the purchase and acceptance of the Bonds by the holders thereof, and for other valuable consideration, the receipt whereof is hereby acknowledged, the Issuer does hereby covenant and agree with the Trustee, for the respective benefit of the Holders from time to time of the Bonds as follows:

ARTICLE I

DEFINITIONS

SECTION 1.1. Definitions . Unless otherwise defined herein, all words and phrases defined in the preamble hereto shall have the same meaning in this Indenture. In this Indenture and any indenture supplemental hereto (except as otherwise expressly provided for or unless the context otherwise requires) the singular includes the plural, the masculine includes the feminine, and each of the following terms shall have the following meanings:

Abandonment Certificate

"Abandonment Certificate" means a certificate of the Authorized Company Representative to the effect stated in Section 3.05 of the Agreement.

Accountant

"Accountant" means a firm of independent certified public accountants selected by the Company.

Act

"Act" means the Joint Exercise of Powers Act, constituting Title 1, Chapter 5 of the Government Code of the State of California, as now in effect and as it may from time to time hereafter be amended or supplemented.

Act of Bankruptcy

"Act of Bankruptcy" means any of the following events:

(a) the Company shall (i) apply for or consent to the appointment of, or the taking of possession by, a receiver, custodian, trustee, liquidator or the like of the Company or of all or any substantial part of its property, (ii) commence a voluntary case under the United States Bankruptcy Code (as now or hereafter in effect), or (iii) file a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, winding up or composition or adjustment of debts; or

(b) a proceeding or case shall be commenced without the application or consent of the Company in any court of competent jurisdiction, seeking (i) the liquidation, reorganization, dissolution, winding up, or composition or adjustment of debts, of the Company, (ii) the

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appointment of a trustee, receiver, custodian, liquidator or the like of the Company or of all or any substantial part of its property, or (iii) similar relief in respect of the Company under any law relating to bankruptcy, insolvency, winding up or composition or adjustment of debts, which proceeding or case is not dismissed within 120 days.

Additional Bonds

"Additional Bonds" means all revenue bonds of the Issuer authorized by and at any time Outstanding pursuant to, and executed, issued and delivered in accordance with Section 2.12 and 2.13 of this Indenture.

Administration Expenses

"Administration Expenses" means amounts payable pursuant to Sections 5.04 and 5.07 of the Agreement.

Affiliate

"Affiliate" of any Person means any other Person who, directly or indirectly, controls or is controlled by or is under common control with such other Person.

Agreement

"Agreement" means the Loan Agreement, dated as of August 1, 2008, between the Company and the Issuer which relates to the Bonds, as amended from time to time.

Authenticating Agent

"Authenticating Agent" means the Trustee and any agent so designated in and appointed pursuant to Section 2.6 hereof.

Authorized Company Representative

"Authorized Company Representative" means the Company’s Chief Executive Officer, its President, its Chief Financial Officer, its Treasurer, or any Assistant Treasurer or persons at any time designated to act on behalf of the Company, such designation in each case, to be evidenced by a certificate furnished to the Issuer and the Trustee containing the specimen signature of such person or persons and signed on behalf of the Company by its Chief Executive Officer, its President, its Chief Financial Officer, its Treasurer, or any Assistant Treasurer authorized to act on behalf of the Company. Such certificate may designate an alternate or alternates.

Authorized Issuer Representative

"Authorized Issuer Representative" means any Member of the Commission of the Issuer and any other person as may be designated and authorized to sign for the Issuer pursuant to a resolution adopted thereby.

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Authorized Denominations

"Authorized Denominations" means denominations of $100,000 or any integral multiple of $5,000 in excess thereof, unless changed as provided hereof.

Bond

"Bond" means any bond or bonds authenticated and delivered under this Indenture.

Bond Counsel

"Bond Counsel" means Orrick, Herrington & Sutcliffe LLP or such other firm of attorneys of nationally recognized standing in the field of law relating to municipal bond law and the excludability of interest on state or local bonds from gross income of the owners of the Bonds for purposes of federal income taxation, selected by the Issuer and acceptable to the Trustee and the Company.

Bond Fund

"Bond Fund" means the trust fund so designated which is established pursuant to Section 6.2 hereof.

Bond Owner

"Bond Owner," "Bondowner," "Owner," "owner," "Bondholder," "bondholder," "holder," "Registered Owner," "registered owner," or "owner of Bonds" means the person listed on the Bond Register as the registered owner of any Bond.

Bond Register

"Bond Register" and "Bond Registrar" shall have the respective meanings specified in Section 2.3 hereof.

Bonds

"Bonds" means the California Statewide Communities Development Authority Environmental Facilities Revenue Bonds (Microgy Holdings Project) Series 2008A, and any Additional Bonds executed and delivered pursuant to this Indenture.

Budgeted Cost

"Budgeted Cost" of a Facility means that cost shown in Table 12 of the R.W. Beck Independent Engineers Report included as Appendix B to the Limited Offering Memorandum, as such cost may be revised from time to time by a certificate filed by the Company with the Trustee. Any change in Budgeted Cost in excess of 5% of the original Budgeted Cost must be accompanied by a certificate of the Construction Consultant to the effect that such change is reasonable.

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Business Day

"Business Day" or "business day" means any day other than (i) a Saturday or Sunday or legal holiday or a day on which banking institutions in the City of New York, New York or in the cities in which the Principal Offices of the Trustee or the Paying Agent are located are authorized or required by law or executive order to close or (ii) a day on which the New York Stock Exchange is closed.

Code

"Code" means the Internal Revenue Code of 1986, as amended, and the rulings and regulations (including temporary and proposed regulations) promulgated thereunder or, to the extent applicable, under the Internal Revenue Code of 1954, as amended.

Capitalized Interest Account

"Capitalized Interest Account" means the subaccount by that name in the Bond Fund established pursuant to Section 6.3 hereof.

Collateral Trust Agreement

"Collateral Trust Agreement" means the Collateral Trust Agreement, dated as of October 1, 2006, among the Collateral Trustee, the Company, and the Subsidiary Guarantors, as previously supplemented and amended and as supplemented and amended from time to time.

Collateral Trustee

"Collateral Trustee" means Wells Fargo Bank, National Association, as collateral trustee under the Collateral Trust Agreement, and any successor trustee or co-trustee thereunder.

Company

"Company" means Microgy Holdings, LLC, a Delaware limited liability company, and its successors and assigns as permitted under the Agreement.

Construction Consultant

"Construction Consultant" means R.W. Beck, Inc., or any successor to its duties and functions with respect to construction of the Project.

Costs of Issuance

"Costs of Issuance" means all costs and expenses incurred by the Issuer or the Company in connection with the issuance and sale of the Bonds, including without limitation (i) fees and reasonable expenses of accountants, attorneys, engineers, and financial advisors, (ii) materials, supplies, and printing and engraving costs, (iii) recording and filing fees, (iv) Rating Service fees, (v) compensation to the Underwriter, whether paid as a fee or as a discount from issue price, (v) Trustees fees and expenses, and (vii) the Issuer’s and the Governmental Unit’s administrative expenses as provided in Section 5.04 of the Agreement.

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Costs of Issuance Fund

"Costs of Issuance Fund" means the fund by that name established pursuant to Section 7.1 hereof.

Counsel

"Counsel" means an attorney at law or law firm (who may be counsel for the Issuer or the Company).

Debt Service Reserve Fund

"Debt Service Reserve Fund" means the fund by that name created and established in Section 4.1 of this Indenture.

Debt Service Reserve Requirement

"Debt Service Reserve Requirement" means, with respect to the Series 2008A Bonds, $6,242,500, and with respect to any Additional Bonds, such amount set forth in a Supplemental Indenture relating thereto.

Default

"Default" means any event which with the giving of notice or the lapse of time or both would constitute an Event of Default under the Agreement or this Indenture.

DTC

"DTC" means The Depository Trust Company, New York, New York.

DTC Letter of Representations

"DTC Letter of Representations" means the blanket letter of representations from the Issuer to DTC.

DTC Participant

"DTC Participant" means (i) any person for which, from time to time, DTC, or, in the event that a successor Securities Depository to DTC is acting as such under Section 2.15 hereof, such successor Securities Depository effectuates book-entry transfers and pledges of securities pursuant to the book-entry system referred to in Section 2.15 hereof or (ii) any securities broker or dealer, bank, trust company or other person that clears through or maintains a custodial relationship with the person referred to in (i).

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Electronic Notice

"Electronic Notice" means notice transmitted through a time sharing terminal (promptly confirmed in writing) or facsimile machine, if operative as between any two parties, or if not operative, in writing or by telephone (promptly confirmed in writing).

Environmental Regulations

"Environmental Regulations" means any federal, state or local law, statute, code, ordinance, regulation, requirement or rule relating to dangerous, toxic or hazardous pollutants, Hazardous Substances or chemical waste, materials or substances.

Event of Default

"Event of Default" means any of the events specified in Section 11.1 hereof to be an Event of Default.

Extraordinary Services; Extraordinary Expenses

"Extraordinary Services" and "Extraordinary Expenses" mean, respectively, all services rendered or all recoverable expenses properly incurred and charged by the Trustee or any of its agents under this Indenture, other than Ordinary Services and Ordinary Expenses.

Facility

"Facility" or "Facilities" means one or more, as the case may be, of the solid waste disposal facilities identified on Exhibit A to the Agreement.

Facility Completion Certificate

"Facility Completion Certificate" means a certificate of the Authorized Company Representative to the effect stated in Section 3.04(b) or 3.04(c) of the Agreement.

Favorable Opinion

"Favorable Opinion" means an opinion of Bond Counsel addressed to the Issuer, the Company and the Trustee and stating, unless otherwise specified herein, that the action proposed to be taken is authorized or permitted by the Act and this Indenture and will not, in and of itself result in the inclusion of interest on the Bonds in gross income for federal income tax purposes.

Feasibility Study

"Feasibility Study" means the feasibility study performed by SJH and Company, Inc., dated as of March 17, 2008, as revised through July 25, 2008, and included as Appendix A to the Limited Offering Memorandum.

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Fitch

"Fitch" means Fitch, Inc., dba Fitch Ratings, or any successor thereto maintaining a rating on the Bonds at the request of the Company.

GAAP

"GAAP" means generally accepted accounting principles as in effect in the United States as of the time of application to the provisions hereof (unless otherwise noted).

Governmental Obligations

"Governmental Obligations" means (i) direct obligations of the United States of America, (ii) obligations the timely payment of the principal of and interest on which is fully and unconditionally guaranteed by the United States of America, and (iii) certificates, depositary receipts or other instruments which evidence a direct ownership interest in obligations described in clause (i) and (ii) above or in any specific interest or principal payments due in respect thereof; provided, however, that the custodian of such obligations or specific interest or principal payments shall be a bank or trust company organized under the laws of the United States of America or of any state or territory thereof or of the District of Columbia, with a combined capital stock, surplus and undivided profits of at least $50,000,000; and provided, further, that except as may be otherwise required by law, such custodian shall be obligated to pay to the holders of such certificates, depositary receipts or other instruments the full amount received by such custodian in respect of such obligations or specific payments and shall not be permitted to make any deduction therefrom.

Governmental Unit

"Governmental Unit" shall have the meaning set forth in Section 150 of the Code.

Guarantee

"Guarantee" means the Guarantee Agreement, dated as of October 1, 2006, as supplemented and amended by a Supplemental Guarantee Agreement, dated as of August 1, 2008, among the Company, the Subsidiary Guarantors, and the Trustee.

Hazardous Substances

"Hazardous Substances" means (a) any oil, flammable substance, explosives, radioactive materials, hazardous wastes or substances, toxic wastes or substances or any other wastes, materials or pollutants which (i) pose a hazard to the Project or to persons on or about the Project or (ii) cause the Project to be in violation of any Environmental Regulation; (b) asbestos in any form which is or could become friable, urea formaldehyde foam insulation, transformers or other equipment which contain dielectric fluid containing levels of polychlorinated biphenyls, or radon gas; (c) any chemical, material or substance defined as or included in the definition of "waste," "hazardous substances," "hazardous wastes," "hazardous materials," "extremely hazardous waste," "restricted hazardous waste," or "toxic substances" or words of similar import under any Environmental Regulation including, but not limited to, the Comprehensive Environmental

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Response, Compensation and Liability Act ("CERCLA"), 42 USC §§ 9601 et seq.; the Resource Conservation and Recovery Act ("RCRA"), 42 USC §§ 6901 et seq.; the Hazardous Materials Transportation Act, 49 USC §§ 1801 et seq.; the Federal Water Pollution Control Act, 33 USC §§ 1251 et seq.; the California Hazardous Waste Control Law ("HWCL"), Cal. Health & Safety Code §§ 25100 et seq.; the Hazardous Substance Account Act ("HSAA"), Cal. Health & Safely Code §§ 25300 et seq.; the Underground Storage of Hazardous Substances Act, Cal. Health & Safety Code §§ 25280 et seq.; the Porter-Cologne Water Quality Control Act (the "Porter-Cologne Act"), Cal. Water Code §§ 13000 et seq., the Safe Drinking Water and Toxic Enforcement Act of 1986 (Proposition 65); and Title 22 of the California Code of Regulations, Division 4, Chapter 30; (d) any other chemical, material or substance, exposure to which is prohibited, limited or regulated by any governmental authority or agency or may or could pose a hazard to the health and safety of the occupants of the Project or the owners and/or occupants of property adjacent to or surrounding the Project, or any other person coming upon the Project or adjacent property; or (e) any other chemical, materials or substance which may or could pose a hazard to the environment.

Indenture

"Indenture" means this Trust Indenture as amended or supplemented from time to time by Supplemental Indentures.

Interest Payment Date

"Interest Payment Date" means each June 1 and December 1, commencing December 1, 2008.

Issue Date

"Issue Date" means the date on which the Bonds of a Series are first authenticated.

Issuer

"Issuer" means the California Statewide Communities Development Authority, a joint powers agency organized and existing under the laws of the State of California.

Joint Powers Agreement

"Joint Powers Agreement" means the Amended and Restated Joint Exercise and Powers Agreement, dated June 1, 1988, relating to the formation of the Issuer, among certain cities, counties and special districts in the State, including the Program Participants.

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Limited Offering Memorandum

"Limited Offering Memorandum" means that limited offering memorandum relating to the Series 2008A Bonds, dated August 28, 2008, as supplemented or amended from time to time.

Loan

"Loan" means the loan made by the Issuer to the Company from the proceeds of the Bonds pursuant to the Agreement.

Loan Payment

"Loan Payment" means each payment required to pay amounts due and owing on the Bonds issued pursuant to the Agreement, as defined in Section 5.01 of the Agreement and as provided for in this Indenture, including the principal of, redemption premium, if any, and interest on such Bonds.

Majority Holders

"Majority Holders" means the owners of a majority in aggregate principal amount of the Bonds Outstanding.

Maturity Date

"Maturity Date" means December 1, 2038.

Mechanically Complete

"Mechanically Complete" or "Mechanical Completion" shall mean that a Facility has satisfied the following conditions:

(a) The Facility shall have been physically constructed (except for the completion of any portion of the work not affecting the commercial operation, safety, mechanical or electrical integrity of the Facility) in accordance with the final plans and specifications, applicable codes and regulations and other authority requirements.

(b) The Facility components and systems shall be mechanically and electrically sound, including the completion of integrity tests such as hydrostatic and pneumatic pressure tests, high-pot tests, insulation resistance and continuity tests, calibrations, and component and pipe clean-outs and flushes, etc.

(c) The Facility systems and equipment, including supervisory control data acquisition systems and instrumentation and control systems, shall have gone through start-up checklists, and system start-up testing in accordance with approved manufacturer procedures.

(d) All temporary systems and/or equipment shall have been removed from the Facility and no temporary system and/or equipment shall be in operation at the Facility.

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(e) A comprehensive "punchlist" of all remaining work to be performed on the Facility shall have been prepared and agreed upon between the Company and its contractors, subcontractors and vendors. Prior to the start of the Performance Testing, all major items on the Facility "punchlist" shall have been completed. The only "punchlist" items allowed to be completed after the Performance Testing shall be very minor items that will not interfere with commercial operation of the Facility.

(f) Performance Testing has been successfully completed (repeated as necessary) and demonstrated that: 1) the Facility can achieve the Renewable Natural Gas quantity specified for that Facility in the Base Case Output Assumption in the Feasibility Study included in the Limited Offering Memorandum; 2) the Facility has produced such quantity of Renewable Natural Gas to the utility pipeline to which the Facility is connected for a period of a scheduled, consecutive 72 hours, and 3) the Facility can operate within the emissions limits permitted by the State of California.

Moody’s

"Moody’s" means Moody’s Investors Service, Inc. or any successor thereto maintaining a rating on the Bonds at the request of the Company.

Net Income

"Net Income" shall have the meaning given to that term in the Guarantee.

Ordinary Services; Ordinary Expenses

"Ordinary Services" and "Ordinary Expenses" mean, respectively, the services normally rendered, and those expenses normally incurred, by a trustee under instruments similar to this Indenture, but not those services (other than drawing on a credit facility, if any) rendered, and those expenses incurred, in anticipation of or following the occurrence and continuation of an Event of Default.

Outstanding

"Outstanding" or "outstanding", in connection with Bonds means, as of the time in question, all Bonds authenticated and delivered under this Indenture, except:

(i) Bonds theretofore cancelled or required to be cancelled under Section 2.11 hereof;

(ii) Bonds which are deemed to have been paid in accordance with Article XVI hereof;

(iii) Bonds in substitution for which other Bonds have been authenticated and delivered pursuant to Article II hereof and Bonds paid pursuant to Section 2.9(a) hereof;

(iv) Bonds registered in the name of the Issuer;

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(v) For purposes of any consent, request, demand, authorization, direction, notice, waiver or other action to be taken by the holders of a specified percentage of outstanding Bonds hereunder, all Bonds held by or for the account of the Issuer or the Company, except that for purposes of any such consent, request, demand, authorization, direction, notice, waiver or action the Trustee shall be obligated to consider as not being outstanding only Bonds known by a Responsible Officer of the Trustee by actual notice thereof to be so held.

In determining whether the owners of a requisite aggregate principal amount of Bonds outstanding have concurred in any request, demand, authorization, direction, notice, consent or waiver under the provisions hereof, Bonds owned by the Company (unless all of the outstanding Bonds are then owned by the Company) shall be disregarded for the purpose of any such determination. Notwithstanding the foregoing, Bonds so owned which have been pledged in good faith shall not be disregarded as aforesaid if the pledgee has established to the satisfaction of the Bond Registrar the pledgee’s right so to act with respect to such Bonds and that the pledgee is not the Company or an Affiliate thereof.

Paying Agent

"Paying Agent" or "paying agent" means any national banking association, bank and trust company or trust company appointed pursuant to Section 10.5 hereof. If at any time there is no qualified paying agent serving as such, the Trustee shall act as paying agent. Initially, the Trustee shall be the Paying Agent.

Person

"Person" means an individual, a corporation, a partnership, an association, a joint stock company, a trust, an unincorporated organization, a governmental body or a political subdivision, a municipal corporation, a public corporation or any other group or organization of individuals.

Principal Officer of the Paying Agent

"Principal Office of the Paying Agent" means the office thereof designated in Section 17.5 or such other office as may be designated in writing to the Trustee.

Principal Office of the Trustee

"Principal Office of the Trustee" means the business address designated in writing to the Issuer and the Company as its principal office for its duties hereunder, and which initially shall be as specified in Section 17.5 hereof.

Program Participants

"Program Participants" means the County of Fresno and the County of Kings.

Project

"Project" means all of the Facilities to the extent financed with proceeds of the Bonds.

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Project Costs

"Project Costs" means costs incurred by the Issuer or the Company, whether before or after the issuance of the Bonds, and reimbursed not later than three years after the payment thereof, with respect to the acquisition, construction, improving and equipping of the Project, including but not limited to, the following items:

(i) The cost of acquisition, cleanup, construction, reconstruction, improvement, and expansion, including the cost of the acquisition of all land, rights-of-way, property rights, easements, and interests, the cost of all machinery and equipment, financing charges, inventory, raw materials and other supplies, research and development costs, interest prior to and during construction and for one year after completion of construction whether or not capitalized, necessary reserve funds, cost of estimates and of engineering and legal services, plans, specifications, surveys, estimates of cost and of revenue, other expenses necessary or incident to determining the feasibility and practicability of acquiring, cleaning, constructing, reconstructing, improving, and expanding any such project, administrative expense and such other expenses as may be necessary or incident to the acquisition, cleanup, construction, reconstruction, improvement, and expansion thereof, the placing of the same in operation, and the financing or refinancing of any such project, including the refunding of any outstanding obligations, mortgages or advances issued, made or given by any person for any of the aforementioned costs; and

(ii) To the extent authorized by the Act, costs of all other items related to the acquisition, construction, improving and equipping of the Project.

Project Completion Certificate

"Project Completion Certificate" means a certificate of the Authorized Company Representative to the effect stated in Section 3.04(d) of the Agreement.

Qualified Institutional Buyer

"Qualified Institutional Buyer" means an institution which meets at least one of the following criteria:

(a) Any of the following entities, acting for its own account or the accounts of other Qualified Institutional Buyers, that in the aggregate owns and invests on a discretionary basis at least $100 million in securities of issuers that are not affiliated with the entity:

(i) Any insurance company as defined in Section 2(13) of the Securities Act of 1933, as amended;

NOTE: A purchase by an insurance company for one or more of its separate accounts, as defined by Section 2(a)(37) of the Investment Company Act of 1940 (the "Investment Company Act"), which are neither registered under Section 8 of the Investment Company Act nor required to be so registered, shall be deemed to be a purchase for the account of such insurance company.

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(ii) Any investment company registered under the Investment Company Act or any business development company as defined in Section 2(a)(48) of that Act;

(iii) Any Small Business Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958;

(iv) Any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees;

(v) Any employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974;

(vi) Any trust fund whose trustee is a bank or trust company and whose participants are exclusively plans of the types identified in paragraph (1)(D) or (E) of this section, except trust funds that include as participants individual retirement accounts or H.R. 10 plans;

(vii) Any business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940;

(viii) Any organization described in Section 501(c)(3) of the Code, corporation (other than a bank as defined in Section 3(a)(2) of the Securities Act of 1933, as amended, or a savings and loan association or other institution referenced in Section 3(a)(5)(A) of the Securities Act of 1933, as amended, or a foreign bank or savings and loan association or equivalent institution), partnership, or Massachusetts or similar business trust; and

(ix) Any investment adviser registered under the Investment Advisers Act.

(b) Any dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, acting for its own account or the accounts of other Qualified Institutional Buyers, that in the aggregate owns and invests on a discretionary basis at least $10 million of securities of issuers that are not affiliated with the dealer, provided, that securities constituting the whole or a part of an unsold allotment to or subscription by a dealer as a participant in a public offering shall not be deemed to be owned by such dealer.

(c) Any dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934 acting in a riskless principal transaction on behalf of a Qualified Institutional Buyer.

NOTE: A registered dealer may act as agent, on a non-discretionary basis, in a transaction with a Qualified Institutional Buyer without itself having to be a Qualified Institutional Buyer.

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(d) Any investment company registered under the Investment Company Act, acting for its own account or for the accounts of other Qualified Institutional Buyers, that is part of a family of investment companies which own in the aggregate at least $100 million in securities of issuers, other than issuers that are affiliated with the investment company or are part of such family of investment companies. "Family of investment companies" means any two or more investment companies registered under the Investment Company Act, except for a unit investment trust whose assets consist solely of shares of one or more registered investment companies, that have the same investment adviser (or, in the case of unit investment trusts, the same depositor), provided, that, for purposes of this definition:

(i) Each series of a series company (as defined in Rule 18f-2 under the Investment Company Act [17 CFR 270.18f-2]) shall be deemed to be a separate investment company; and

(ii) Investment companies shall be deemed to have the same adviser (or depositor) if their advisers (or depositors) are majority-owned subsidiaries of the same parent, or if one investment company’s adviser (or depositor) is a majority-owned subsidiary of the other investment company’s adviser (or depositor).

(e) Any entity, all of the equity owners of which are Qualified Institutional Buyers, acting for its own account or the accounts of other Qualified Institutional Buyers.

(f) Any bank as defined in Section 3(a)(2) of the Securities Act of 1933, as amended, any savings and loan association or other institution as referenced in Section 3(a)(5)(A) of the Securities Act of 1933, as amended, or any foreign bank or savings and loan association or equivalent institution, acting for its own account or the accounts of other Qualified Institutional Buyers, that in the aggregate owns and invests on a discretionary basis at least $100 million in securities of issuers that are not affiliated with it and that has an audited net worth of at least $25 million as demonstrated in its latest annual financial statements, as of a date not more than 16 months preceding the date of sale under the Rule in the case of a U.S. bank of savings and loan association, and not more than 18 months preceding such date of sale for a foreign bank or savings and loan association or equivalent institution.

In determining the aggregate amount of securities owned and invested on a discretionary basis by an entity, the following instruments and interests shall be excluded: bank deposit notes and certificates of deposit; loan participations; repurchase agreements; securities owned but subject to a repurchase agreement; and currency, interest rate and commodity swaps.

The aggregate value of securities owned and invested on a discretionary basis by an entity shall be the cost of such securities, except where the entity reports its securities holdings in its financial statements on the basis of their market value, and no current information with respect to the cost of those securities has been published. In the latter event, the securities may be valued at market for purposes of this definition.

In determining the aggregate amount of securities owned by an entity and invested on a discretionary basis, securities owned by subsidiaries of the entity that are consolidated with the entity in its financial statements prepared in accordance with generally accepted accounting

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principles may be included if the investments of such subsidiaries are managed under the direction of the entity, except that, unless the entity is a reporting company under Section 13 or 15(d) of the Securities Exchange Act of 1934, securities owned by such subsidiaries may not be included if the entity itself is a majority-owned subsidiary that would be included in the consolidated financial statements of another enterprise.

For purposes of this definition, "riskless principal transaction" means a transaction in which a dealer buys a security from any person and makes a simultaneous offsetting sale of such security to a Qualified Institutional Buyer, including another dealer acting as riskless principal for a Qualified Institutional Buyer.

Rating Service

"Rating Service" means S&P, Moody’s or Fitch, according to which of such rating agencies then rates the Bonds at the request of the Company; and provided that if neither of such rating agencies then rates the Bonds, the term "Rating Service" shall refer to any national rating service (if any) which provides such rating.

Rebate Fund

"Rebate Fund" means the fund by that name created and established in Section 8.5 of this Indenture.

Record Date

"Record Date" means, as the case may be, the applicable Regular or Special Record Date.

Regular Record Date

"Regular Record Date" means the close of business on the fifteenth day (whether or not a Business Day) of the calendar month immediately preceding the Interest Payment Date.

Remittance Address

"Remittance Address" means, (i) for payment of the Issuer’s annual fee by check, California Statewide Communities Development Authority, Dept. #33997, P.O. Box 39000, San Francisco, California 94139, or such other address designated by the Issuer as such from time to time, or (ii) for payment of the Issuer’s annual fee by wire transfer or ACH Transaction, Wells Fargo Bank, National Association, ABA# 121000248, DDA A/C# 4121458848, Reference: [ Invoice # / Microgy Holdings, LLC] or such other instructions designated by the Issuer from time to time.

Responsible Officer

"Responsible Officer" means an officer of the Trustee who customarily handles corporate trusts and is assigned to administer this Indenture, and any other officer of the Trustee to whom a matter is referred because of his knowledge of and familiarity with the particular subject of the referred matter.

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Revenues

"Revenues" means (i) all amounts payable to the Trustee with respect to the principal of, redemption price, if any, and interest on the Bonds (A) on deposit in the Bond Fund, the Construction Fund, and the Debt Service Reserve Fund from the proceeds of the Bonds or obligations of the Issuer issued to refund the Bonds or from any other source and (B) paid by the Company as Loan Payments under the Agreement or to replenish any deficiency in the Debt Service Reserve Fund, (ii) all receipts of the Trustee credited under the provisions of this Indenture against amounts described in clause (i); (iii) investment income with respect to any moneys held by the Trustee in the Bond Fund, the Construction Fund, and the Debt Service Reserve Fund; (iv) amounts paid to the Trustee by the Company or the Subsidiary Guarantors pursuant to the Guarantee; and (v) amounts paid to the Trustee by the Collateral Trustee pursuant to the Collateral Trust Agreement.

S&P

"S&P" means Standard & Poor’s Credit Market Services, a division of The McGraw-Hill Companies, Inc. or any successor thereto maintaining a rating on the Bonds at the request of the Company.

Securities Depository

"Securities Depository" means any "clearing agency" registered under Section 17A of the Securities Exchange Act of 1934, as amended.

Series

"Series" means bonds issued at the same time or sharing some other common term or characteristic and designated in the Supplemental Indenture pursuant to which such bonds were issued as a separate series of bonds or as Additional Bonds of an existing Series of Bonds.

Series 2008A Bonds

"Series 2008A Bonds" means the California Statewide Communities Development Authority Environmental Facilities Bonds (Microgy Holdings Project) Series 2008A.

Special Record Date

"Special Record Date" means such date as may be fixed for the payment of defaulted interest in accordance with Section 2.7 hereof.

State

"State" means the State of California.

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Subsidiary

"Subsidiary" means any corporation, partnership, association or other business entity of which 50% or more of the Voting Stock or other equity interests, as appropriate, is at the time directly or indirectly owned by the Company, by the Company and one or more other Subsidiaries, or by one or more other Subsidiaries.

Subsidiary Guarantors

"Subsidiary Guarantors" mean each of Microgy Hanford LLC, Microgy Riverdale LLC, MST Production Ltd., MST GP, LLC, MST Estates, LLC, Rio Leche Estates, L.L.C., Mission Biogas, L.L.C., and Hereford Biogas, L.L.C.

Supplemental Indenture

"Supplemental Indenture" means any supplemental indenture supplementing or amending the Indenture as theretofore in effect, entered into by the Issuer and the Trustee in accordance with Article XV hereof.

Tax Agreement

"Tax Agreement" means that certain tax certificate and agreement, dated as of the date of issuance of the Series 2008A Bonds, between the Issuer and the Company, as the same may be amended or supplemented in accordance with its terms.

Trustee

"Trustee" means Wells Fargo Bank, National Association, and any successor trustee or co-trustee serving as such hereunder.

Unassigned Rights

"Unassigned Rights" means the rights of the Issuer under Sections 5.04, 6.03 and 7.03(a) of the Agreement and the right to receive notices thereunder.

Underwriter

"Underwriter" means the initial underwriter of the Bonds, Ziegler Capital Markets, a division of B.C. Ziegler and Company.

Voting Stock

"Voting Stock" means, with respect to any corporation, any class of shares of stock of such corporation having general voting power under ordinary circumstances to elect a majority of the board of directors of such corporation (irrespective of whether or not at the time stock of any other class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency).

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The words "hereof", "herein", "hereto", "hereby" and "hereunder" (except in the form of Bond) refer to the entire Indenture. Unless otherwise noted, all Section and Article references are to sections and articles in this Indenture.

SECTION 1.2. Article and Section Headings . The headings or titles of the several Articles and Sections of this Indenture, and the Table of Contents appended hereto, are solely for convenience of reference and shall not affect the meaning or construction of the provisions hereof.

SECTION 1.3. Interpretation . The singular form of any word used herein shall include the plural and vice versa, if applicable. The use of a word of any gender shall include all genders, if applicable. This Indenture and all of the terms and provisions hereof shall be construed so as to effectuate the purposes contemplated hereby and sustain the validity hereof. All references to any person or entity defined in Section 1.1 shall be deemed to include any person or entity succeeding to the rights, duties and obligations of such person or entity.

ARTICLE II

THE BONDS

SECTION 2.1. Authorization of Bonds, Limited Obligations .

(a) One or more Series of Bonds are hereby authorized to be issued in order to obtain moneys for the benefit of the Issuer and the Company. The Bonds are generally designated as California Statewide Communities Development Authority Environmental Facilities Revenue Bonds (Microgy Holdings Project), Series 2008.

(b) An initial Series of Bonds designated as Series 2008A is hereby created having terms as set forth in Section 2.2. An issue of Additional Bonds for the benefit of the Issuer and the Company may be issued pursuant to a Supplemental Indenture, pursuant to the provisions of Sections 2.12 and 2.13.

(c) The Bonds are limited obligations of the Issuer and the principal thereof, and redemption premium, if any, and interest thereon, are payable solely from, and secured in accordance with their terms and the provisions of this Indenture solely by, the Revenues and the other amounts pledged therefor herein. Neither the faith and credit nor the taxing power of the State or any political subdivision thereof is pledged to the payment of the principal of or redemption premium, if any, or interest on, the Bonds. Neither the payment of the principal of, redemption premium, if any, or interest on, the Bonds constitutes a debt, liability or obligation of the State or any political subdivision thereof, other than the Issuer to the limited extent provided in the Bonds and herein. The Issuer has no taxing power.

SECTION 2.2. Terms and Form of Bonds .

(a) The Bonds shall be issued as fully registered Bonds in Authorized Denominations. The Bonds shall be registered in the name of Cede & Co, as nominee of the Depository, or any successor thereto. Registered ownership of the Bonds, or any portion thereof, may not thereafter be transferred except to a Qualified Institutional Buyer. Registered ownership of the Bonds, or any portion thereof, may not thereafter be transferred except to a Qualified Institutional Buyer as set forth in Section 2.18.

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(b) The Bonds shall mature on the Maturity Date (subject to the right of prior redemption set forth in Article IX)

(c) The Series 2008A Bonds shall bear interest at nine percent (9%) per annum.

(d) The Series 2008A Bonds shall, except as provided in Section 2.9 hereof, be in the aggregate principal amount of $62,425,000.

(e) The Bonds shall contain substantially the terms recited in the form of bond attached hereto as Exhibit A. The Bonds shall be issued for the purpose of providing a portion of the funds necessary to pay the costs of acquiring, constructing, and improving the Project, as provided herein and in the Agreement; provided that no proceeds from the Series 2008A Bonds may be used to finance the Bar 20 Facility (as defined in Exhibit A to the Loan Agreement) unless one or more Series of Additional Bonds have been issued hereunder. The Bonds may have such additional legends thereon as shall be customary in the industry. No Bonds may be issued under this Indenture except in accordance with this Article.

(f) Pursuant to recommendations promulgated by the Committee on Uniform Security Identification Procedures, "CUSIP" numbers may be printed on the Bonds. The Bonds may bear such endorsement or legend satisfactory to the Trustee as may be required to conform to usage or law with respect thereto.

(g) The Issuer may issue the Series 2008A Bonds upon the execution of this Indenture, and the Trustee shall, at the Issuer’s written direction, authenticate the Series 2008A Bonds and deliver them as specified in the direction.

(h) The Bonds shall be dated as of and shall initially bear interest from their respective Issue Dates.

(i) Unless otherwise directed by the Issuer, the Bonds shall be numbered in consecutive numerical order from R-1 upward, unless otherwise determined by the Trustee. Temporary Bonds issued pursuant to Section 2.10 hereof shall be numbered from TR-1 upward, unless otherwise determined by the Trustee.

SECTION 2.3. Registered Bonds Required; Bond Registrar and Bond Register . All Bonds shall be issued in fully registered form. The Bonds shall be registered upon original issuance and upon subsequent transfer or exchange as provided in this Indenture.

The Issuer shall designate, at the direction of the Company, one or more persons to act as "Bond Registrar" for the Bonds provided that the Bond Registrar appointed for the Bonds shall be either the Trustee, the Paying Agent or a person which would meet the requirements for qualification as a successor trustee imposed by Section 12.12. The Issuer hereby appoints the Trustee as the initial Bond Registrar. Any Person other than the Trustee undertaking to act as Bond Registrar shall first execute a written agreement, in form satisfactory to the Trustee and the

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Company, to perform the duties of a Bond Registrar under this Indenture, which agreement shall be filed with the Trustee and the Company. The Paying Agent and Bond Registrar, in performing their respective duties hereunder, shall be entitled to the same protective provisions in the performance of their respective duties as are specified in Article XII of this Indenture with respect to the Trustee hereunder to the same extent and as fully for all intents and purposes as though the Paying Agent and Bond Registrar had been expressly named therein in place of such Trustee and as though the applicable provisions of Article XII of this Indenture had been set forth herein at length.

The Bond Registrar shall act as registrar and transfer agent for the Bonds. The Issuer shall cause to be kept at an office of the Bond Registrar a register (herein sometimes referred to as the "Bond Register") in which, subject to such reasonable regulations as it, the Trustee or the Bond Registrar may prescribe, the Issuer shall provide for the registration of the Bonds and for the registration of transfers of the Bonds. The Issuer shall cause the Bond Registrar to designate, by a written notification to the Trustee, a specific office location (which may be changed from time to time, upon similar notification) at which the Bond Register is kept.

The Bond Registrar shall at any time as reasonably requested by the Trustee, the Paying Agent, or the Company certify and furnish to the Trustee, the Paying Agent, the Company and any Paying Agent as the Trustee shall specify, the names, addresses, and holdings of Bondholders and any other relevant information reflected in the Bond Register, and the Trustee, the Remarketing Agent and any such Paying Agent shall for all purposes be fully entitled to rely upon the information so furnished to them and shall have no liability or responsibility in connection with the preparation thereof.

SECTION 2.4. Transfer and Exchange . Upon surrender for registration of transfer of any Bond at the designated office of the Bond Registrar, the Issuer shall execute and the Trustee or its Authenticating Agent shall authenticate and deliver in the name of the transferee or transferees, one or more new fully registered Bonds of authorized denomination for the aggregate principal amount which the Registered Owner is entitled to receive.

At the option of the owner, Bonds may be exchanged for other Bonds of any other authorized denomination, of a like aggregate principal amount and accruing interest at the same Interest Rate, upon surrender of the Bonds to be exchanged at the designated office of the Bond Registrar. Whenever any Bonds are so surrendered for exchange, the Issuer shall execute, and the Trustee or the Authenticating Agent shall authenticate and deliver, the Bonds which the Bondholder making the exchange is entitled to receive.

All Bonds presented for registration of transfer or exchange shall be accompanied by a written instrument or instruments of transfer or authorization for exchange, in form and with guaranty of signature satisfactory to the Bond Registrar, duly executed by the owner or by his attorney duly authorized in writing, and such documentation as the Bond Registrar shall reasonably require.

No service charge shall be made to a Bondholder for any exchange or registration of transfer of Bonds, but the Issuer or the Bond Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto.

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New Bonds delivered upon any registration of transfer or exchange shall be valid obligations of the Issuer, evidencing the same debt as the Bonds surrendered, shall be secured by this Indenture and shall be entitled to all of the security and benefits hereof to the same extent as the Bonds surrendered.

Except as provided above, the Trustee shall not be required to effect any transfer or exchange during the 15 days immediately preceding the date of mailing of any notice of redemption or at any time following the mailing of any such notice in the case of Bonds selected for such redemption.

SECTION 2.5. Execution . All the Bonds shall, from time to time, be executed on behalf of the Issuer by the manual or facsimile signature of the President of the Issuer, its seal (which may be in facsimile) shall be thereunto affixed (or printed or engraved or otherwise reproduced thereon if in facsimile), and attested by the manual or facsimile signature of the Secretary of the Issuer.

If any of the officers whose manual or facsimile signatures shall be upon the Bonds shall cease to be such officers of the Issuer before such Bonds shall have been actually authenticated by the Trustee or delivered by the Issuer, such Bonds nevertheless may be authenticated, issued and delivered with the same force and effect as though the person or persons whose signature shall be upon such Bonds had not ceased to be such officer or officers of the Issuer; and also any such Bonds may be signed and sealed on behalf of the Issuer by those persons who, at the actual date of the execution of such Bond, shall be the proper officers of the Issuer, although at the nominal date of such Bonds any such person shall not have been such officer of the Issuer.

SECTION 2.6. Authentication; Authenticating Agent . No Bond shall be valid for any purpose until either (i) the Certificate of Authentication substantially in the form set forth in Exhibit A attached hereto has been duly executed in accordance herewith by the Trustee or (ii) in the case of Bonds initially delivered to the Underwriter, a Comptroller’s Registration Certificate attached to or endorsed on such Bond has been duly executed. Such executed Certificate of Authentication or Comptroller’s Registration Certificate, as the case may be, shall be conclusive proof that such Bond has been duly authenticated and delivered under this Indenture and that the owner thereof is entitled to the benefit of the trust hereby created.

If the Bond Registrar is other than the Trustee, the Trustee may appoint the Bond Registrar as an Authenticating Agent with the power to act on the Trustee’s behalf and subject to its direction in the authentication and delivery of Bonds in connection with the registration of transfers and exchanges under Section 2.4 hereof, and the authentication and delivery of Bonds by an Authenticating Agent pursuant to this Section shall, for all purposes of this Indenture, be deemed to be the authentication and delivery "by the Trustee".

Any corporation or association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or association resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation or association succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of the Authenticating Agent hereunder, if such successor corporation is otherwise eligible as a Bond Registrar under Section 2.3, without the execution or filing or any further act on the part of the parties hereto or the Authenticating Agent or such successor corporation.

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Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee, the Issuer and the Company. The Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent, the Issuer and the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section, the Trustee may, with the written consent of the Company (which shall not be unreasonably withheld) appoint a successor Authenticating Agent, shall give written notice of such appointment to the Issuer, and shall mail notice of such appointment to all owners of Bonds as the names and addresses of such owners appear on the Bond Register.

Prior to delivery by the Trustee of the Bonds, there shall be filed with the Trustee:

(a) A copy, duly certified by the Issuer, of the resolution adopted by the Issuer authorizing the issuance of the Bonds and the execution and delivery of this Indenture, the Agreement, the Guarantee and the Tax Agreement.

(b) Original, executed counterparts of this Indenture, the Agreement, the Guarantee and the Tax Agreement.

(c) An executed request and authorization of the Issuer to the Trustee to authenticate and deliver the Bonds to or on the order of the Underwriter. The proceeds of the payment made pursuant to such request and authorization shall be paid over to the Trustee and deposited in accordance with Article III hereof.

SECTION 2.7. Payment of Principal and Interest; Interest Rights Preserved .

(a) Subject to the provisions relating to book-entry only set forth in Section 2.15 hereof, the principal or redemption price of any Bond shall be payable upon presentation and surrender of such Bond to the Principal Office of the Paying Agent. The principal or redemption price of the Bonds shall be payable in immediately available funds. Such payments shall be made to the Registered Owner of the Bond so delivered, as shown in the Bond Register maintained by the Bond Registrar.

(b) Each Bond shall accrue interest and be payable as to interest as follows:

(i) The Bonds shall accrue interest until their Maturity Date or prior redemption at the rate set forth in Section 2.2 hereof, with respect to the Series 2008A Bonds, or in a Supplemental Indenture, with respect to any Additional Bonds, initially from their respective Issue Dates, and thereafter (A) from the date of authentication, if authenticated on an Interest Payment Date to which interest has been paid or duly provided for, or (B) from the last preceding Interest Payment Date to which interest has been paid in full or duly provided for (or the Issue Date if no interest thereon has been paid or duly provided for) in all other cases.

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(ii) Subject to the provisions of paragraph (c) below, the interest due on any Bond on any Interest Payment Date shall be paid on each Interest Payment Date to the Registered Owner of such Bond as shown on the Bond Register as of the Regular Record Date. The amount of interest so payable on any Interest Payment Date shall be computed on the basis of a 360-day year of twelve 30-day months.

(iii) All payments of interest on the Bonds shall be paid by check to the Registered Owners entitled thereto. Any Registered Owner holding at least $1,000,000 par amount of the Bonds may receive payments of interest in immediately available funds by wire transfer to a bank within the continental United States or deposited to a designated account if such account is maintained with the Paying Agent as directed by the Registered Owner in writing or as otherwise directed in writing by the Registered Owner at least five Business Days prior to each Interest Payment Date. Payments described in this Section shall be dependent upon there being immediately available funds on deposit in the Bond Fund on the Interest Payment Date.

(iv) Interest due at the maturity or redemption of a Bond shall be paid in the usual manner.

(v) Interest on any Bond which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the person in whose name that Bond is registered on the Regular Record Date for such interest.

(c) Any interest on any Bond which is payable, but is not punctually paid or provided for, on any Interest Payment Date and within any applicable grace period (herein called "Defaulted Interest") shall forthwith cease to be payable to the owner of such Bond on the relevant Regular Record Date by virtue of having been such owner, and such Defaulted Interest shall be paid to the person in whose name the Bond is registered at the close of business on a Special Record Date to be fixed by the Trustee, such date to be no more than 15 nor fewer than 10 days prior to the date of proposed payment. The Trustee shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first class postage prepaid, to each Bondholder at his address as it appears in the Bond Register, not fewer than 10 days prior to such Special Record Date.

(d) Subject to the foregoing provisions of this Section, each Bond delivered under this Indenture upon registration of transfer of or exchange for or in lieu of any other Bond shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Bond.

SECTION 2.8. Persons Deemed Owners . The Issuer, the Trustee, any Paying Agent, the Bond Registrar and any Authenticating Agent may deem and treat the person in whose name any Bond is registered in the Bond Register as the absolute owner thereof (whether or not such Bond shall be overdue and notwithstanding any notation of ownership or other writing thereon made by anyone other than the Issuer, the Trustee, any Paying Agent, the Bond Registrar or the Authenticating Agent) for the purpose of receiving payment of or on account of the principal of, redemption premium, if any, and (subject to Section 2.7) interest on, such Bond, and for all other purposes, and neither the Issuer, the Trustee, any Paying Agent, the Bond Registrar, nor the

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Authenticating Agent shall be affected by any notice to the contrary. All such payments so made to any such Registered Owner, or upon his order, shall be valid and, to the extent of the sum or sums so paid, effectual to satisfy and discharge the liability for moneys payable upon any such Bond.

SECTION 2.9. Mutilated, Destroyed, Lost or Stolen Bonds .

(a) If any Bond shall become mutilated, lost, stolen or destroyed, the affected Bondholder shall be entitled to the issuance of a substitute Bond only as follows:

(i) in the case of a lost, stolen or destroyed Bond, the Bondholder shall (A) provide written notice of the loss, theft or destruction to the Trustee within a reasonable time after the Bondholder becomes aware of the loss, theft or destruction, (B) request the issuance of a substitute Bond and (C) provide evidence, satisfactory to the Trustee, of the ownership and the loss, theft or destruction of the affected Bond;

(ii) in the case of a mutilated Bond, the Bondholder shall surrender the Bond to the Trustee for cancellation;

(iii) in all cases, the Bondholder shall, at its own expense, provide indemnity against any and all claims arising out of or otherwise related to the issuance of substitute Bonds pursuant to this Section 2.9 satisfactory to the Issuer, the Trustee and the Company; and

(iv) in all cases, upon payment by the affected Bondholder of the fees and expenses of the Trustee and the Issuer in connection with the issuance of any such substitute Bond.

Upon compliance with the foregoing, a substitute Bond of like tenor and denomination, executed by the Issuer, shall be authenticated by the Trustee or Authenticating Agent and delivered to the Bondholder.

Notwithstanding the foregoing, the Trustee or Authenticating Agent shall not be required to authenticate and deliver any substitute Bond for a Bond which has been called for redemption or which has matured or is about to mature and, in any such case, the principal, redemption price or Purchase Price and interest then due or becoming due shall be paid by the Trustee or a Paying Agent in accordance with the terms of the mutilated, lost, stolen or destroyed Bond without substitution therefor.

(b) Every substituted Bond issued pursuant to this Section shall constitute an additional contractual obligation of the Issuer and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Bonds duly issued hereunder.

(c) All Bonds shall be held and owned upon the express condition that the foregoing provisions are exclusive with respect to the replacement or payment of mutilated, destroyed, lost or stolen Bonds, and shall preclude any and all other rights or remedies, notwithstanding any law or statute existing or hereafter enacted to the contrary with respect to the replacement or payment of negotiable instruments or investment or other securities without their surrender.

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SECTION 2.10. Temporary Bonds . Pending preparation of definitive Bonds, or by agreement with the purchasers of all Bonds, the Issuer may issue, and, upon its request, the Trustee or Authenticating Agent shall authenticate, in lieu of definitive Bonds one or more temporary printed or typewritten Bonds of substantially the tenor recited above in any Authorized Denomination. Upon written request of the Issuer, the Trustee shall authenticate definitive Bonds in exchange for and upon surrender of an equal principal amount of temporary Bonds. Until so exchanged, temporary Bonds shall have the same rights, remedies and security hereunder as definitive Bonds.

SECTION 2.11. Cancellation of Surrendered Bonds . Bonds surrendered for payment, redemption, transfer or exchange and Bonds surrendered to the Trustee by the Issuer or by the Company for cancellation shall be cancelled by the Trustee and such cancelled Bonds shall be delivered to the Company.

SECTION 2.12. Conditions for the Issuance of Additional Bonds . The Issuer may at any time issue Additional Bonds payable from the Revenues as provided herein and secured by a pledge of and charge and lien upon the Revenues as provided herein equal to the pledge, charge and lien securing the Outstanding Bonds theretofore issued hereunder, but only subject to the following specific conditions, which are hereby made conditions precedent to the issuance of any such Additional Bonds:

(a) The Issuer shall be in compliance with all agreements and covenants contained herein.

(b) The issuance of such Additional Bonds shall have been authorized pursuant to the Act and shall have been provided for by Supplemental Indenture which shall specify the following:

(i) The purpose for which such Additional Bonds are to be issued; provided that such Additional Bonds shall be issued solely for the purpose of (i) the costs of completing the Project; (ii) the costs of making at any time or from time to time such substitutions, additions, modifications and improvements or additional costs for the Project or any portion thereof, all as authorized by the Act, as the Company may deem necessary or desirable; (iii) the costs of refunding, to the extent permitted, any Bonds then Outstanding; and (iv) the costs of issuance and sale of the Additional Bonds, interest expenses during the construction period and other costs reasonably related to the financing as shall be agreed upon by the Company and the Issuer;

(ii) The authorized principal amount and designation of such Additional Bonds, provided that the total amount of all Outstanding Bonds shall not exceed eighty-eight million five hundred fifty-five thousand dollars ($88,555,000);

(iii) The date and the maturity dates of and the mandatory redemption payment dates, if any, for such Additional Bonds; provided that (i) all Bonds shall mature on the Maturity Date, (ii) all such Additional Bonds of like maturity shall be identical in

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all respects, except as to number and denomination, and (iii) serial maturities for serial bonds or mandatory redemption payments for term bonds, or any combination thereof, shall be established to provide for the retirement of such Additional Bonds on or before their respective maturity dates;

(iv) The rate to be borne by such Additional Bonds;

(v) The amount, if any, to be deposited from the proceeds of sale of such Additional Bonds in the Capitalized Interest Account hereinafter referred to;

(vi) The amount, if any, to be deposited from the proceeds of sale of such Additional Bonds in the Debt Service Reserve Fund hereinafter referred to;

(vii) The amount, if any, to be deposited from the proceeds of sale of such Additional Bonds in the Construction Fund;

(viii) The amount, if any, to be deposited from the proceeds of sale of such Additional Bonds in the subaccount within the Costs of Issuance Fund relating to such Additional Bonds.

(ix) The forms of such Additional Bonds; and

(x) Such other provisions as are necessary or appropriate and not inconsistent herewith.

(c) The Interest Payment Dates, denominations and redemption provisions (except for mandatory redemption payments) for any Additional Bonds shall be the same as for the Series 2008A Bonds as provided herein.

SECTION 2.13. Procedure for the Issuance of Additional Bonds . At any time after the sale of any Additional Bonds in accordance with the Act, the Issuer shall execute such Additional Bonds for issuance hereunder and shall deliver them to the Trustee, and thereupon such Additional Bonds shall be authenticated and delivered by the Trustee to the purchaser thereof upon the written request of the Issuer, but only upon receipt by the Trustee of the following documents or money or securities, all of such documents dated or certified, as the case may be, as of the Date of Delivery of such Additional Bonds by the Trustee (unless the Issuer shall direct the Trustee to accept any of such documents bearing a prior date):

(a) A certified copy of the Supplemental Indenture authorizing the issuance of such Additional Bonds;

(b) A written request of the Issuer as to the delivery of such Additional Bonds;

(c) An Opinion of Bond Counsel to the effect that (1) the Issuer has the right and power under the Act to execute and deliver the Supplemental Indenture and the Supplemental Indenture has been duly and lawfully executed and delivered by the Issuer, is in full force and effect and is valid and binding upon the Issuer (except as enforcement may be

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limited by bankruptcy, insolvency, reorganization and other similar laws relating to the enforcement of creditors’ rights and by equitable principles), (2) the Supplemental Indenture creates the valid pledge of and charge and lien upon the Revenues which it purports to create as provided therein, subject to the application thereof to the purposes and on the conditions permitted hereby, (3) such Additional Bonds are valid and binding special obligations of the Issuer (except as enforcement may be limited by bankruptcy, insolvency, reorganization and other similar laws relating to the enforcement of creditors’ rights and by equitable principles) and entitled to the benefits of the Act and hereof, and such Additional Bonds have been duly and validly authorized, executed, issued and delivered in accordance with the Act and herewith, (4) the amendments to the Loan Agreement, required by Section 2.12(c) hereof have been duly authorized, executed and delivered, and (5) the delivery of such Additional Bonds will not have an adverse effect on the exclusion from gross income for federal income tax purposes of the interest on the Bonds;

(d) A Certificate of the Issuer containing such statements as may be reasonably necessary, as determined by Bond Counsel, to show compliance with the conditions for the issuance of such Additional Bonds contained herein;

(e) Such further documents, money or securities as are required by the provisions of the Supplemental Indenture providing for the issuance of such Additional Bonds

SECTION 2.14. Non-Liability of Issuer . The Issuer shall not be obligated to pay the principal of or interest on the Bonds, except from Revenues and other moneys and assets received by the Trustee pursuant to the Agreement. Neither the faith and credit nor the taxing power of the State or any political subdivision thereof (including the Program Participants), nor the faith and credit of the Issuer is pledged to the payment of the principal (or Redemption Price) or interest on the Bonds. Neither the Issuer nor the Program Participants shall be liable for any costs, expenses, losses, damages, claims or actions, of any conceivable kind on any conceivable theory, under or by reason of or in connection with the Agreement, the Bonds or this Indenture, except only to the extent amounts are received for the payment thereof from the Company under the Agreement.

The Trustee hereby acknowledges that the Issuer’s sole source of moneys to repay the Bonds will be provided by the payments made by the Company to the Trustee pursuant to the Agreement, together with investment income on certain funds and accounts held by the Trustee under this Indenture, and hereby agrees that if the payments to be made under the Agreement shall ever prove insufficient to pay all principal and interest on the Bonds as the same shall become due (whether by maturity, redemption, acceleration or otherwise), then the Trustee shall give notice to the Company in accordance with Section 11.2 of this Indenture to pay such amounts as are required from time to time to prevent any deficiency or default in the payment of such principal or interest, including, but not limited to, any deficiency caused by acts, omissions, nonfeasance or malfeasance on the part of the Trustee, the Company, the Issuer or any third party, subject to any right of reimbursement from the Trustee, the Issuer or any such third party, as the case may be, therefor.

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SECTION 2.15. Book Entry System .

(a) DTC will act as the initial Securities Depository for the Bonds. The Bonds shall be initially issued in the form of a single fully registered Bond registered in the name of Cede & Co. (DTC’s nominee). So long as Cede & Co. is the Registered Owner of the Bonds, as nominee of DTC, references herein to Registered Owners, Bondholders or holders of the Bonds shall mean Cede & Co. and shall not mean the beneficial owners of the Bonds.

(b) While DTC is the Securities Depository, the ownership interest of each of the beneficial owners of the Bonds will be recorded through the records of a DTC Participant. Transfers of beneficial ownership interests in the Bonds which are registered in the name of Cede & Co. will be accompanied by book entries made by DTC and, in turn, by the DTC Participants who act on behalf of the beneficial owners of the Bonds.

(c) With respect to Bonds registered in the name of the Securities Depository, the Issuer, the Company, the Bond Registrar, the Paying Agent, and the Trustee shall have no responsibility or obligation to any person on behalf of whom such Securities Depository holds an interest in the Bonds, except as provided in this Indenture. Without limiting the immediately preceding sentence, the Issuer, the Bond Registrar, the Paying Agent, and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Securities Depository with respect to any ownership interest in the Bonds, (ii) the delivery to any person, other than a Bondholder, as shown on the Bond Register, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any person, other than a Registered Owner, as shown in the Bond Register of any amount with respect to principal of, redemption premium, if any, or interest on, the Bonds.

(d) Notwithstanding any other provisions of this Indenture to the contrary, the Issuer, the Bond Registrar, the Paying Agent, and the Trustee shall be entitled to treat and consider the person in whose name each Bond is registered in the Bond Register as the absolute owner of such Bond for the purpose of payment of principal, redemption premium, if any, and interest with respect to such Bond, for the purpose of giving notices of redemption and other matters with respect to such Bond, for the purpose of registering transfers with respect to such Bond, and for all other purposes whatsoever. The Paying Agent shall pay all principal of, redemption premium, if any, and interest on the Bonds only to or upon the order of the respective owners, as shown in the Bond Register as provided in this Indenture, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the Issuer’s obligations with respect to payment of principal of, redemption premium, if any, and interest on, the Bonds to the extent of the sum or sums so paid.

(e) No person other than a Registered Owner, as shown in the registration books, shall receive a Bond certificate evidencing the obligation of the Issuer to make payments of principal, redemption premium, if any, and interest, pursuant to this Indenture.

(f) Any provision of this Indenture permitting or requiring the delivery of Bonds shall, while the book-entry syste