Central Vermont Public Service Corporation (Form: 8-K)

6.2

Initial Closing Conditions Precedent to Obligations of the Company and CVPS 55

9.3

Submission to Jurisdiction; Consent to Service of Process; Waiver of Jury Trial 68

Exhibit G-2 – Form of Letter Agreement (terminating certain Change of Control Agreements)

Exhibit G-3 – Form of Letter Agreement (waiving certain rights pursuant to certain outstanding Change of Control Agreements)

This STOCK SUBSCRIPTION AGREEMENT, dated October 12, 2005 (the “Agreement”), by and among CEC Wind Acquisition, LLC, a Delaware limited liability company (the “Purchaser”), Catamount Energy Corporation, a Vermont corporation (the “Company”), Central Vermont Public Service Corporation, a Vermont corporation (“CVPS”), and Catamount Resources Corporation (“CRC”), a wholly-owned subsidiary of CVPS.

WHEREAS, CRC is the owner of all of the outstanding capital stock of the Company;

WHEREAS, to satisfy its foreseeable funding requirements, CVPS, CRC and the Company desire that the Company obtain a capital financing commitment of $62,500,000, which shall be funded from time to time in accordance herewith;

WHEREAS, the Company desires to issue and sell to the Purchaser, and the Purchaser desires to purchase from the Company, on and after the Initial Closing in accordance with the terms and conditions hereof, an aggregate of up to 625,000 shares of the Class A Common Stock, $0.01 par value per share, and one share of the Class B Common Stock, $0.01 par value per share (such shares to be acquired by the Purchaser are collectively referred to as the “Shares”), of the Company, which such sale and purchase shall be from time to time in accordance with the terms and conditions hereinafter set forth;

WHEREAS, in connection herewith and at the Initial Closing, Purchaser, the Company, CRC and CVPS shall enter into the Stockholders’ Agreement, which shall become effective as of the Trigger Date (as defined herein), and other documents relating to the Purchaser’s investment in the Company, including, without limitation, Purchaser’s potential investment in additional equity financing of the Company; and

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements hereinafter contained, the parties hereby agree as follows:

1.1 Certain Definitions. For purposes of this Agreement, the following terms shall have the meanings specified in this Section 1.1:

“Accredited Investor” shall have the meaning ascribed to such term in Rule 501 of Regulation D under the Securities Act.

“Affiliate” means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person, and the term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by contract or otherwise.

“Affiliated Group” means any affiliated group within the meaning of Section 1504 of the Code or any comparable or analogous group under applicable Law.

“Antitrust Laws” means, collectively, the HSR Act, the Sherman Act, as amended, the Clayton Act, as amended, the Federal Trade Commission Act, as amended, and any other Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade.

“Business” means, with respect to the Company and its Subsidiaries, directly or indirectly, the acquisition, construction, development, ownership, maintenance, management, financing and/or otherwise operation of wind power electric generation farms or facilities (including, without limitation, interconnection facilities with respect to such electricity generation) in the United States, the United Kingdom, Canada or other countries where the Company then has a project under development.

“Business Day” means any day of the year on which national banking institutions in New York are open to the public for conducting business and are not required or authorized to close.

“Class A Common Stock” means the Class A Common Stock, par value $1.00 per share, of the Company, having the rights and privileges set forth in the Restated Certificate from and after the filing of the Restated Certificate.

“Class B Common Stock” means one share of the Class B Common Stock, par value $1.00 per share, of the Company, to be issued to the Purchaser, having the rights and privileges set forth in the Restated Certificate.

“Commitment Date” means the date on which Diamond Castle provides CVPS with (i) a copy of an equity commitment letter, in form and substance reasonably satisfactory to CVPS, with respect to commitments of Diamond Castle to purchase membership interests and (ii) a letter executed by the general partner of Diamond Castle representing that Diamond Castle has partners that have made capital commitments in an aggregate amount of not less than $500,000,000.

“Common Stock” shall have the meaning set forth in Section 3.4(a) hereof; provided, however, that effective upon the filing of the Restated Certificate, references to “Common Stock” shall refer to the “Class A Common Stock” and the “Class B Common Stock”.

“Company Carryback Refund” shall have the meaning set forth in Section 5.16 of this Agreement.

“Contract” means any contract, agreement, indenture, note, bond, mortgage, loan, instrument, lease, license, commitment or other arrangement, binding memorandum of understanding, binding letter of intent, undertaking, commitment or obligation (other than Tax Sharing Agreements).

“CVPS Tax Claim” shall have the meaning set forth in Section 7.5(b) of this Agreement.

“CVPS Tax Refund” shall have the meaning set forth in Section 5.16 of this Agreement.

“CVPS Tax Return” shall have the meaning set forth in Section 5.17(a) of this Agreement.

“Diamond Castle” means Diamond Castle Partners IV, L.P., Diamond Castle Partners IV-A, L.P. and each of their respective affiliated investment entities.

“Disclosure Schedules” means, with respect to the Company, the schedules attached hereto as required under Article III and other provisions of this Agreement.

“Employee Related Retained Liability” means all Liabilities retained by CVPS following the Initial Closing pursuant to Section 5.18.

“Environmental Law” means any Law in any way relating to the protection of human health and safety, the environment or natural resources or the presence of, or any Remedial Action taken in relation to, a Hazardous Material in the soil or any body of water, including, but not limited to, any ground water, surface water or aquifer, including the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. § 9601 et seq.), the Hazardous Materials Transportation Act (49 U.S.C. App. § 1801 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. § 6901 et seq.), the Clean Water Act (33 U.S.C. § 1251 et seq.), the Clean Air Act (42 U.S.C. § 7401 et seq.) the Toxic Substances Control Act (15 U.S.C. § 2601 et seq.), the Federal Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. § 136 et seq.), Migratory Bird Treaty Act (16 U.S.C. § 703 et seq.), the Bald and Golden Eagle Protection Acts (16 U.S.C. § 668 et seq.), the Endangered Species Act of 1973 (16 U.S.C. § 1531 et seq.), the National Environmental Policy Act of 1969 (42 U.S.C. § 4321 et seq.), and the Occupational Safety and Health Act (29 U.S.C. § 651 et seq.), as each has been or may be amended and the regulations promulgated pursuant thereto.

“Environmental Permit” means any Permit required pursuant to Environmental Laws.

“ERISA” means the Employment Retirement Income Security Act of 1974, as amended.

“Final Closing Date” means the earlier of (i) the date that is the 15th Business Day after Purchaser has provided written notification to the Company and CVPS that Purchaser shall finance the remainder of its Purchase Commitment and effect the purchase of the Shares with respect thereto and (ii) the third anniversary of the date hereof. The closing that occurs on the Final Closing Date shall be referred to herein as the “Final Closing”.

“GAAP” means generally accepted accounting principles in the United States as of the date hereof.

“Governmental Body” means any government or governmental or regulatory body thereof, or political subdivision thereof, whether federal, state, local or foreign, or any agency, instrumentality or authority thereof, or any court or arbitrator (public or private).

“Hazardous Material” means any substance, material or waste that is regulated, classified, or otherwise characterized under or pursuant to any Environmental Law as “hazardous,” “toxic” or “radioactive” or as a “pollutant” or “contaminant” or words of similar meaning or effect, including petroleum and its by-products, asbestos or polychlorinated biphenyls.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

“Indebtedness” of any Person means, without duplication, (i) the principal, accreted value, accrued and unpaid interest, prepayment and redemption premiums or penalties (if any), unpaid fees or expenses and other monetary obligations in respect of (A) indebtedness of such Person for money borrowed and (B) indebtedness evidenced by notes, debentures, bonds or other similar instruments for the payment of which such Person is responsible or liable; (ii) all obligations of such Person issued or assumed as the deferred purchase price of property, all conditional sale obligations of such Person and all obligations of such Person under any title retention agreement (but excluding trade accounts payable and other accrued current liabilities arising in the Ordinary Course of Business (other than the current liability portion of any indebtedness for borrowed money)); (iii) all obligations of such Person under leases required to be capitalized in accordance with GAAP; (iv) all obligations of such Person for the reimbursement of any obligor on any letter of credit, banker’s acceptance or similar credit transaction; (v) all obligations of such Person under interest rate or currency swap transactions (valued at the termination value thereof); (vi) all obligations of the type referred to in clauses (i) through (v) of any Persons for the payment of which such Person is responsible or liable, directly or indirectly, as obligor, guarantor, surety or otherwise, including guarantees of such obligations; and (vii) all obligations of the type referred to in clauses (i) through (vi) of other Persons secured by (or for which the holder of such obligations has an existing right, contingent or otherwise, to be secured by) any Lien on any property or asset of such Person (whether or not such obligation is assumed by such Person).

“Investment” means, in any Person, any loan or advance to such Person, any purchase or other acquisition of capital stock, warrants, rights, options, obligations or other securities or any substantial assets of such Person, any capital contributions to such Person or any other investment in such Person.

“Knowledge” means, (i) with respect to the Company, the actual knowledge of the individuals specified on Schedule 1.1(a) after reasonable inquiry, and (ii) with respect to the Purchaser, the actual knowledge of Michael Ranger, Ari Benacerraf and Daniel Clare after reasonable inquiry. With respect to information relating to the Project Companies and Underlying Projects, the Knowledge of the Company shall be based on information either within the possession of such Persons listed on Schedule 1.1(a) or reasonably available or accessible to such Persons after reasonable inquiry in a manner consistent with such Person’s carrying out such Person’s responsibilities to the Company in a reasonably prudent manner.

“Law” means any foreign, federal, state or local law (including common law), statute, code, ordinance, rule, regulation, Order or other requirement.

“Legal Proceeding” means any judicial, administrative or arbitral actions, suits, mediation, investigation, inquiry, proceedings or claims (including counterclaims) by or before a Governmental Body that does not relate to Taxes or any matters relating to Taxes.

“Liability” means any debt, loss, damage, adverse claim, fines, penalties, liability or obligation (whether accrued or unaccrued or absolute or contingent), and including all costs and expenses relating thereto including all fees, disbursements and expenses of legal counsel, experts, engineers and consultants and costs of investigation); provided, however, that this definition shall not include any such items that relate to Taxes or any matters relating to Taxes.

“Lien” means any lien, pledge, mortgage, deed of trust, security interest claim, lease, charge, option, right of first refusal, transfer restriction under any shareholders or similar agreement, encumbrance or any other restriction or limitation other than as imposed by this Agreement, the Company Documents or the CVPS Documents.

“Losses” means all losses, liabilities, claims, obligations, deficiencies, demands, judgments, damages, interest, fines, penalties, claims, suits, actions, causes of action, assessments, awards, costs and expenses (including reasonable costs of investigation and defense and attorneys’ and other professionals’ fees), or any diminution in value, whether or not involving a third party claim, but excluding any special, consequential or punitive damages unless such damages are included in any Order or in any settlement agreement arising out of a third party claim.

“Material Adverse Effect” means any material adverse effect on: (A) the business, assets, properties, liabilities, operations or condition (financial or otherwise) of the Company, its Subsidiaries and the Underlying Projects, taken as a whole, other than any such effect to the extent it results from (i) changes in general economic, financial or securities market or political conditions or any acts of war or terrorism that do not disproportionately affect the Company, its Subsidiaries and the Underlying Projects, taken as a whole, (ii) changes or developments in the international, national, regional, state or local independent power industry or in the products or services for such industry that do not disproportionately affect the Company, its Subsidiaries and the Underlying Projects, taken as a whole, or the Business, (iii) matters resulting from the execution, delivery, performance or announcement of any of the Transaction Documents and the transactions contemplated hereby and thereby, (iv) any change of Law that does not disproportionately affect the Company, its Subsidiaries and the Underlying Projects, taken as a whole, (v) any change in GAAP, (vi) any failure, in and of itself, of the Company to meet any revenue or earnings predictions prepared by the Company (it being the understanding of the parties hereto that the underlying cause of such failure may constitute a Material Adverse Effect if such event is not otherwise excluded from the definition of Material Adverse Effect), (vii) any loss, in and of itself, resulting from the sale of assets otherwise permitted hereunder or any impairment charge related to such sale of assets, in and of itself or (viii) the actions of the Purchaser, or (B) the ability of the Company or CVPS to perform any of their respective material obligations under this Agreement, the CVPS Documents or the Company Documents, as applicable.

“New By-laws” means the amended and restated by-laws of the Company, to be in effect on the Initial Closing Date hereunder, which shall be reasonably satisfactory to the Purchaser and CVPS.

“Order” means any order, injunction, judgment, doctrine, decree, ruling, writ, assessment or arbitration award of a Governmental Body.

“Ordinary Course of Business” means the ordinary and usual course of day-to-day operations of the business of the Company, the Subsidiaries or the Underlying Projects, as the case may be, through the date hereof consistent with past practice; provided, however, that with respect to the operations or activities of the Underlying Projects which remain under construction (and have not achieved operational completion) or are in the development stages the “Ordinary Course of Business” shall mean the day-to-day activities for a project in a similar state of construction or development.

“Permits” means any approvals, authorizations, consents, licenses, permits or certificates of a Governmental Body.

“Permitted Exceptions” means (i) all defects, exceptions, restrictions, easements, rights of way and encumbrances disclosed in policies of title insurance which have been delivered to Purchaser; (ii) statutory liens for current Taxes, assessments or other governmental charges that (A) are not yet due and payable or not yet delinquent or (B) the amount or validity of which is being contested in good faith by appropriate proceedings, provided that with respect to clause (B) an appropriate reserve has been established therefor on the Financial Statements in accordance with GAAP; (iii) mechanics’, carriers’, workers’, and repairers’ Liens arising or incurred in the Ordinary Course of Business that are not, individually or in the aggregate, material to the business, operations and financial condition of the Company Property or the Underlying Project Property (as the case may be) so encumbered and that are not resulting from a breach, default or violation by the Company, any of its Subsidiaries or any of the Underlying Projects of any Contract or Law or if payment is not yet due on the underlying obligation; (iv) zoning, entitlement and other land use and environmental regulations by any Governmental Body, provided that such regulations have not been violated; and (v) statutory or common law liens to secure landlords, lessors, or renters under leases or rental agreements confined to the premises rented, that are not, individually or in the aggregate, material to the business, operations and financial condition of the Company Property or the Underlying Project Property (as the case may be) so encumbered.

“Person” means any individual, corporation, limited liability company, partnership, firm, joint venture, association, joint-stock company, trust, unincorporated organization, Governmental Body or other entity.

“Project Companies” means, as of the date hereof, those Persons specified as a “Project Company” on Schedule 1.1(b).

“Put Agreement” means the Put Option Purchase and Sale Agreement, dated of even date herewith, by and between Purchaser, CRC and CVPS.

“Put Option” means the right and option of CRC (directly or indirectly) as provided under the Stockholders’ Agreement and the Put Agreement to require Purchaser to purchase all of the Common Stock beneficially owned by CRC.

“Release” means any release, spill, emission, leaking, pumping, poring, injection, deposit, dumping, emptying, disposal, discharge, dispersal, leaching or migration into the indoor or outdoor environment, or into or out of any property.

“Remedial Action” means all actions including any capital expenditures undertaken to (i) clean up, remove, treat or in any other way address any Hazardous Material; (ii) prevent the Release or threat of Release, or minimize the further Release of any Hazardous Material so it does not migrate or endanger or threaten to endanger public health or welfare or the indoor or outdoor environment; (iii) perform pre-remedial studies and investigations or post-remedial monitoring and care; or (iv) to correct a condition of noncompliance with Environmental Laws.

“Restated Certificate” means the restated certificate of incorporation of the Company, in the form attached hereto as Exhibit B, to be in effect on the Initial Closing Date hereunder.

“Significant Subsidiary” means any Subsidiary that is specified on Schedule 1.1(c) hereto.

“Stockholders’ Agreement” means the Stockholders’ Agreement to be entered into as of the Initial Closing Date, substantially in the form attached hereto as Exhibit C, by and among Purchaser, CVPS, CRC and the Company.

“Subsidiary” means, with respect to any Person, another Person of which (i) a majority of the outstanding share capital, voting securities or other equity interests are owned, directly or indirectly, by such first Person or (ii) such first Person is entitled, directly or indirectly, to appoint a majority of the board of directors, board of managers or comparable body of such other Person.

“Sweetwater 3 ECCA Agreement” means the Membership Interest Purchase and Equity Capital Contribution Agreement dated as of May 10, 2005 among Sweetwater Wind 3 LLC, DKR Wind Energy, LLC, Babcock & Brown Sweetwater 3 LLC, FC Energy Finance I, Inc., The Northwestern Mutual Life Insurance Company, Bankers Commercial Corporation and The Prudential Insurance Company of America.

“Tax Benefit” shall mean the Tax effect of any item of loss, deduction or credit or any other item which decreases Taxes paid (including by reason of any amounts that increase Tax basis that is depreciated or amortized).

“Tax Claim” means any notice of deficiency, proposed adjustment, additional assessment, audit, examination or other administrative or court proceeding, suit, dispute or other claim with respect to or relating to Taxes (including any claim brought pursuant to the terms of this Agreement or by a third party).

“Taxes” means (i) all federal, state, local or foreign taxes, charges, fees, imposts, levies or other assessments, including all income, gross receipts, capital, sales, use, ad valorem, value added, transfer, franchise, profits, inventory, capital stock, license, withholding, payroll, employment, social security, unemployment, excise, severance, stamp, occupation, property and estimated taxes, customs duties, fees, assessments and charges of any kind whatsoever, (ii) all interest, penalties, fines, additions to tax or additional amounts imposed by any Taxing Authority in connection with any item described in clause (i) and (iii) any liability in respect of any items described in clauses (i) or (ii) payable by reason of Contract, Tax Sharing Agreement, assumption, transferee liability, operation of Law, Treasury Regulation Section 1.1502-6(a) (or any predecessor or successor thereof of any analogous or similar provision under Law) or otherwise.

“Taxing Authority” means the IRS or any other Governmental Body responsible for the administration of any Tax.

“Tax Package” shall have the meaning ascribed to such term under Section 5.157(d).

“Tax Referee” shall have the meaning ascribed to such term under Section 5.17(c) of this Agreement.

“Tax Return” means any return, report or statement filed or required to be filed with respect to any Tax (including any elections, declarations, schedules or attachments thereto, and any amendment thereof), including any information return, claim for refund, amended return or declaration of estimated Tax, and including, where permitted or required, combined, consolidated or unitary returns for any group of entities that includes the Company, any of its Subsidiaries or any of their Affiliates.

“Tax Sharing Agreement” means any written agreement which provides for the sharing or allocation of Taxes between multiple parties filing a combined, consolidated, unitary or similar group Tax Return or unwritten past practice with respect to the sharing or allocation of Taxes between multiple parties filing a combined, consolidated, unitary or similar group Tax Return.

“Transfer Taxes” means any real property transfer, sales, use, value added, stamp, documentary, recording, registration, conveyance, stock transfer, intangible property transfer, personal property transfer, gross receipts, registration, duty, securities transactions or similar fees or Taxes or governmental charges (together with any interest or penalty, addition to Tax or additional amount imposed) as levied by any Governmental Body in connection with the transactions contemplated by this Agreement, including, without limitation, any payments made in lieu of any such Taxes or governmental charges, which become payable in connection with the transactions contemplated by this Agreement.

“Trigger Date” means the later of (A) the Initial Closing Date and (B) the Commitment Date.

“Underlying Project” means each project specified on Schedule 1.1(d) hereto, and shall include the applicable Project Company and its operations, activities, resources and actions.

“WARN” means the Worker Adjustment and Retraining Notification Act of 1988, as amended and any similar state or local “mass layoff” or “plant closing” Law.

1.2 Terms Defined Elsewhere in this Agreement. For purposes of this Agreement, the following terms have meanings set forth in the sections indicated:

(a) Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation shall apply:

Calculation of Time Period. When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded. If the last day of such period is a non-Business Day, the period in question shall end on the next succeeding Business Day.

Exhibits/Schedules. The Exhibits and Schedules to this Agreement are hereby incorporated and made a part hereof and are an integral part of this Agreement. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Schedule or Exhibit but not otherwise defined therein shall be defined as set forth in this Agreement.

Gender and Number. Any reference in this Agreement to gender shall include all genders, and words imparting the singular number only shall include the plural and vice versa.

Headings. The provision of a Table of Contents, the division of this Agreement into Articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement. All references in this Agreement to any “Section” are to the corresponding Section of this Agreement unless otherwise specified.

Herein. The words such as “herein,” “hereinafter,” “hereof,” and “hereunder” refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requires.

Including. The word “including” or any variation thereof means “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it.

1.4 Joint Preparation. The parties hereto have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

2.1 Authorization; Purchase Commitment. Upon the terms and subject to the conditions contained herein, the Company agrees to issue and sell to Purchaser, and Purchaser agrees to purchase (or cause its Affiliates to purchase), from time to time in accordance with the terms and conditions herein, from the Company, the Shares at an aggregate purchase price of $62,500,000 (the “Purchase Commitment”). Purchaser acknowledges that, other than as expressly set forth herein, following the Initial Closing, there shall be no conditions precedent to its funding obligations hereunder with respect to the Purchase Commitment other than those expressly set forth in Section 6.3 and the occurrence of the Trigger Date. Without limiting the foregoing, the Purchaser acknowledges that the Purchase Commitment, solely with respect to any Subsequent Closing, is not subject to the ongoing accuracy of any representation or warranty from CVPS or the Company, the financial condition or results of operation of the Company or the Company’s success or failure with respect to any Underlying Project or any other aspect of the Company’s business, and, furthermore, is not subject to any right of set off or other defense in the event of any dispute between Purchaser and either the Company or CVPS.

2.2 Sale and Purchase of Shares. Upon the terms and subject to the conditions contained herein, subject to the occurrence of the Trigger Date, on each Closing Date (other than with respect to the purchase and issuance of Shares on the Initial Closing Date which shall be as set forth in Section 2.4), the Company agrees to issue and sell, and Purchaser agrees to purchase (or cause its Affiliates to purchase) from the Company, to the extent and as provided hereunder, that number of the Shares as notified by the Company to Purchaser or, solely in the case of a Final Closing, the Shares remaining to be purchased pursuant to the Purchase Commitment, for such purchase on such Closing Date; provided, however, that, in addition to the terms and conditions applicable to each such purchase as contained herein, (a) the aggregate purchase price which Purchaser (or its Affiliates) shall be obligated to pay for the Shares purchase pursuant hereto shall not exceed the Purchase Commitment, and (b) except as Purchaser may otherwise consent, in no event shall any such purchase on any Closing Date (other than the Final Closing Date) be for a number Shares with an aggregate purchase price to be paid on such date of less than $5,000,000.

2.3 Payment of Purchase Price. Subject to the occurrence of the Trigger Date on each Closing Date (other than the Initial Closing Date), the Company agrees to issue and sell to Purchaser (or, as applicable, its Affiliates) that number of the Shares as it shall have notified to Purchaser for such Closing Date or, solely in the case of a Final Closing, the Shares remaining to be purchased pursuant to the Purchase Commitment, and Purchaser (or, as applicable, its Affiliates) shall pay on such Closing Date for such number of Shares a purchase price of $100.00 per share, as may be proportionately adjusted from time to time for stock splits, combinations, reclassifications or similar transactions (the “Per Share Purchase Price”).

2.4 Initial Purchase; Expiration of Purchase Commitment. The first purchase pursuant to the Purchase Commitment (the “Initial Purchase”) shall be for the purchase of an aggregate of (i) subject to Section 2.7, one Share of Class B Common Stock and (ii) 150,000 Shares of Class A Common Stock for an aggregate purchase price (based on the Per Share Purchase Price) of $15,000,000; provided, that, if the Initial Closing Date (as defined below) occurs on the same date as the Trigger Date, then the first purchase shall be for one Share of Class B Common Stock, 160,000 Shares of Class A Common Stock and an aggregate purchase price of $16,000,000. Notwithstanding the restrictions to each purchase (other than the Initial Purchase) as set forth in Section 2.2(b), provided that this Agreement has not been terminated earlier pursuant to the terms hereof, Purchaser shall purchase any portion of the Shares remaining to be purchased pursuant to the Purchase Commitment (but not any Shares in excess thereof) (the “Final Purchase”) on the Final Closing Date. Each of the Shares to be purchased on the Final Closing Date shall be purchased at the Per Share Purchase Price.

(a) The consummation of the Initial Purchase (the “Initial Closing”) shall take place at the offices of Weil, Gotshal & Manges LLP located at 767 Fifth Avenue, New York, New York 10153 (or at such other place as the parties may designate) at 10:00 a.m. (New York City time) on a date to be specified by the parties (the “Initial Closing Date”), which date shall be the 15th Business Day after the satisfaction or waiver of the conditions set forth in Article VI (other than conditions that by their nature are to be satisfied at the Initial Closing, but subject to the satisfaction or waiver of those conditions at such time), unless another time, date or place is agreed by the parties hereto; provided, however, that, notwithstanding the foregoing, the Initial Closing shall not occur prior to October 31, 2005.

(b) Following the Initial Closing, the consummation of each additional issuance and purchase of a portion of the Shares as part of the Purchase Commitment, including the Final Closing (each a “Subsequent Closing”; together with the Initial Closing, each a “Closing” and collectively the “Closings”), shall take place as provided in Section 2.5(a) on a date to be specified by the parties (each a “Subsequent Closing Date”; together with the Initial Closing Date, each a “Closing Date”), which, (i) for each Subsequent Closing, other than the Final Closing, shall be subsequent to the Trigger Date and on the date (subject to the satisfaction or waiver of the conditions set forth in Section 6.3 on such date) that is the 15th Business Day after receipt by Purchaser of the notice required by Section 6.3(b), and (ii) for the Final Closing, shall be on the Final Closing Date.

2.6 Deliveries on the Initial Closing Date. At the Initial Closing, the Company or CVPS, as applicable, shall deliver or cause the delivery, as applicable, to Purchaser:

(a) A certificate signed by each of the Chief Executive Officer and Chief Financial Officer of the Company and a certificate signed by each of the Chief Executive Officer and Chief Financial Officer of CVPS, each in form and substance reasonably satisfactory to Purchaser, dated the Initial Closing Date, to the effect that each of the conditions specified in Section 6.1(a) and Section 6.1(b) have been satisfied in all respects.

(b) A certificate signed by the Secretary of the Company, in form and substance reasonably satisfactory to Purchaser, dated the Initial Closing Date, certifying as to true, complete and correct copies of the Company’s Restated Certificate and New By-laws as in effect on and as of the Initial Closing and as to resolutions authorizing this Agreement and all of the transactions contemplated hereby as in effect on and as of the Initial Closing.

(c) A certificate signed by the Secretary of each of the Company’s Significant Subsidiaries, in form and substance reasonably satisfactory to Purchaser, dated the Initial Closing Date, certifying as to true, complete and correct copies of such Subsidiary’s certificate of incorporation, by-laws, limited liability company agreement, operating agreement, partnership agreement or comparable organizational documents as in effect on and as of the Initial Closing.

(d) Certificates of good standing dated not more than five Business Days prior to the Initial Closing Date with respect to each of the Company and its Significant Subsidiaries issued by the Secretary of State of the state in which such Person is incorporated, formed or created.

2.7 Delivery of Shares. At each Closing, the Company shall deliver or cause the delivery, as applicable, to Purchaser (or, as applicable, its Affiliates) of a stock certificate or stock certificates in the name of Purchaser (or, as applicable, its Affiliates), duly executed by the requisite officers of the Company, representing the number of Shares of Class A Common Stock and, if applicable, the share of Class B Common Stock to be purchased by Purchaser (or its Affiliates) at such Closing; provided, however, that if the Trigger Date has not occurred as of the Initial Closing, then the Company shall not deliver the Class B Common Stock to the Purchaser at the Initial Closing and instead shall deliver or cause the delivery of the Class B Common Stock to the Purchaser on the Trigger Date. At each Subsequent Closing and the Final Closing, the Company shall not be required to deliver any other document other than (i) those documents or notices required, as applicable, as a condition to such Closing under Section 6.3 or evidencing the requirements specified therein and other principally administrative or ministerial documents or instruments reasonably necessary to effect or evidence such Closing and (ii) the Shares of Class A Common Stock to be purchased at such Closing. On each Closing Date, the shares of Common Stock issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein (a) will have been duly authorized for issuance, validly issued, fully paid, non-assessable and free and clear of all encumbrances and (b) will not have been issued in violation of any purchase or call option, right of first refusal, subscription right, preemptive right or any similar rights.

2.8 Firm Commitment. In the event that Purchaser fails to purchase additional Shares at a Subsequent Closing in breach of this Agreement, the Shares of Class B Common Stock held by the Purchaser (or its Affiliates) shall be automatically converted into one Share of the Class A Common Stock pursuant to the provisions of Section 3 of the Restated Certificate. Such conversion shall not be an exclusive remedy of the Company or CVPS and shall be in addition to any other remedies which the Company or CVPS may have under this Agreement or otherwise.

As an inducement to Purchaser to enter into this Agreement, CVPS and the Company hereby jointly and severally represent and warrant to Purchaser, as of the date of this Agreement and as of the Initial Closing Date (it being understood that (i) neither CVPS nor the Company represents or warrants any of the matters herein as of any Subsequent Closing Date, (ii) any representation or warranty that is qualified as to the Knowledge of the Company shall also be deemed so qualified as to CVPS and (iii) the Company does not and will not make any representation with respect to CVPS) that, except as specified in the Disclosure Schedules (it being understood that a matter disclosed in any Disclosure Schedule shall be deemed disclosed for purposes of all other Disclosure Schedules and these representations and warranties to the extent such disclosure is clearly stated in such a way as to alert Purchaser to its relevance to, or provide the information called for by, another section of this Agreement):

(a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Vermont, and the Company has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now conducted and as currently proposed to be conducted. The Company is duly qualified or authorized to do business as a foreign corporation in each jurisdiction in which the nature of its business or the ownership of property makes such qualification necessary and is in good standing under the laws of each jurisdiction in which it owns or leases real property and each other jurisdiction in which the conduct of its business or the ownership of its properties requires such qualification or authorization, except where the failure to be so qualified, authorized or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(b) CVPS is a corporation duly organized, validly existing and in good standing under the laws of the State of Vermont and has all requisite corporate power and authority to enter into this Agreement and the CVPS Documents and to consummate the transactions contemplated hereby and thereby.

(a) The Company has all requisite power, authority and legal capacity to execute and deliver this Agreement and each other agreement, document, or instrument or certificate contemplated by this Agreement or to be executed by the Company in connection with the transactions contemplated by this Agreement (the “Company Documents”), to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and each of the Company Documents, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized and approved by all required action on the part of the Company. This Agreement has been, and each of the Company Documents required to be delivered at the Initial Closing will be at or prior to the Initial Closing, duly and validly executed and delivered by the Company and (assuming due authorization, execution and delivery by Purchaser) this Agreement constitutes, and each of the Company Documents when so executed and delivered will constitute, legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium, or other equivalent Laws affecting the enforcement of creditors’ rights in general and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).

(b) CVPS has all requisite power, authority and legal capacity to execute and deliver this Agreement and each other agreement, document, or instrument or certificate contemplated by this Agreement or to be executed by CVPS in connection with the transactions contemplated by this Agreement (the “CVPS Documents”), to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and each of the CVPS Documents, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized and approved by all required action on the part of the Company. This Agreement has been, and each of the CVPS Documents required to be delivered at the Initial Closing will be at or prior to the Initial Closing, duly and validly executed and delivered by CVPS and (assuming due authorization, execution and delivery by Purchaser) this Agreement constitutes, and each of the CVPS Documents when so executed and delivered will constitute, legal, valid and binding obligations of CVPS, enforceable against CVPS in accordance with their respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium, or other equivalent Laws affecting the enforcement of creditors’ rights in general and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).

(a) Except as set forth on Schedule 3.3(a), none of the execution and delivery by the Company of this Agreement or the Company Documents, the consummation of the transactions contemplated hereby or thereby (including, without limitation, the Put Option), or compliance by the Company with any of the provisions hereof or thereof will conflict with, or result in any violation or breach of, conflict with or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a material benefit under, or give rise to any obligation of the Company to make any payment under, or to the increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or give rise to any right to purchase or sell (including any rights of first refusal or comparable obligations) any direct or indirect interest in the Company, its Subsidiaries or any of the Underlying Projects, or result in the creation of any Liens upon any of the properties or assets of Company, any of its Subsidiaries or any of the Underlying Projects under, any provision of (i) the certificate of incorporation, by-laws, limited liability company agreement, operating agreement, partnership agreement or comparable organizational documents of the Company, any of its Subsidiaries or any of the Underlying Projects or any Material Contract; (ii) any Contract that is not a Material Contract, or Permit to which the Company, any of its Subsidiaries or any of the Underlying Projects is a party or by which any of the properties or assets of the Company, any of its Subsidiaries or any of the Underlying Projects are bound; (iii) any Order or settlement agreement applicable to the Company, any of its Subsidiaries or any of the Underlying Projects or any of the properties or assets of the Company, any of its Subsidiaries or any of the Underlying Projects; or (iv) any applicable Law (except that in the case of clauses (ii) and (iv), such representation is for conflicts, defaults, obligations or Liens that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect).

(b) None of the execution and delivery by CVPS of this Agreement or the CVPS Documents, the consummation of the transactions contemplated hereby or thereby (including, without limitation, the Put Option), or compliance by CVPS with any of the provisions hereof or thereof will conflict with, or result in any violation or breach of, conflict with or default (with or without notice or lapse of time, or both) under, or give rise to any right to purchase or sell (including any rights of first refusal or comparable obligations) any direct or indirect interest in the Company, its Subsidiaries or any of the Underlying Projects, or result in the creation of any Liens upon any of the properties or assets of Company, any of its Subsidiaries or any of the Underlying Projects under, any provision of (i) the certificate of incorporation, by-laws, limited liability company agreement, operating agreement, partnership agreement or comparable organizational documents of CVPS or any of its Subsidiaries; (ii) any Contract, or Permit to which CVPS or any of its Subsidiaries is a party or by which any of the properties or assets of CVPS or any of its Subsidiaries are bound; (iii) any Order or settlement agreement applicable to CVPS or any of its Subsidiaries or any of the properties or assets of CVPS or any of its Subsidiaries; or (iv) any applicable Law.

(c) Except as set forth on Schedule 3.3(c), no material consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of CVPS, any of CVPS’s Subsidiaries, the Company, any of the Company’s Subsidiaries or any of the Underlying Projects in connection with (i) the execution and delivery of this Agreement, the Company Documents or the CVPS Documents, respectively, the compliance by the Company or CVPS with any of the provisions hereof and thereof, or the consummation of the transactions contemplated hereby or thereby, or (ii) the continuing validity and effectiveness immediately following the Closing of any Permit or Contract of the Company, any of its Subsidiaries or any of the Underlying Projects.

(a) As of the date hereof, the authorized capital stock of the Company consists of 10,000 shares of common stock, $1.00 par value per share (the “Common Stock”). As of the date hereof, there is one share of Common Stock issued and outstanding which is directly owned by CRC. The issued and outstanding share of Common Stock was duly authorized for issuance and is validly issued, fully paid and non-assessable and was not issued in violation of any purchase or call option, right of first refusal, subscription right, preemptive right or any similar rights.

(b) As of and from the filing of the Restated Certificate until the Initial Closing, the authorized capital stock of the Company shall be as set forth in the Restated Certificate, and the number of shares of Common Stock issued and outstanding shall be as set forth on Schedule 3.4(b) hereto and all of such shares shall be owned by CRC, and all of such shares shall at such time have been duly authorized and validly issued, fully paid and non-assessable and not issued in violation of any purchase or call option, right of first refusal, subscription right, preemptive right or any similar rights. At the time of the Initial Closing, the Company shall not hold any Common Stock as treasury stock.

(c) Except for this Agreement, there is no existing option, warrant, call, right or Contract requiring, and there are no securities of the Company outstanding which, upon conversion or exchange, would require, the issuance, sale or transfer of any additional shares of capital stock or other equity securities of the Company or other securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase shares of capital stock or other equity securities of the Company. Except as set forth in Schedule 3.4(c), there are no obligations, contingent or otherwise, of the Company, any of its Subsidiaries or, to the Knowledge of the Company, any of the Underlying Projects to (i) repurchase, redeem or otherwise acquire any shares of Common Stock or the capital stock or other equity interests of any of its Subsidiaries or any of the Underlying Projects, or (ii) provide material funds to, or make any material investment in (in the form of a loan, capital contribution or otherwise), or provide any guarantee with respect to the obligations of, any Person. Except as set forth on Schedule 3.4(c), there are no outstanding stock appreciation, phantom stock, profit participation or similar rights with respect to the Company, any of its Subsidiaries or, to the Knowledge of the Company, any of the Underlying Projects. There are no bonds, debentures, notes or other indebtedness of the Company, any of its Subsidiaries or any of the Underlying Projects having the right to vote or consent (or, convertible into, or exchangeable for, securities having the right to vote or consent) on any matters on which stockholders (or other equityholders) of the Company, any of such Subsidiaries or any of such Underlying Projects may vote. There are no voting trusts, irrevocable proxies or other Contracts or understandings to which the Company, any of its Subsidiaries or, to the Knowledge of the Company, any of the Underlying Projects is a party or is bound with respect to the voting or consent of any shares of Common Stock or the equity interests of any of the Company’s Subsidiaries or any of the Underlying Projects.

(a) Schedule 3.5(a) sets forth the name of each Subsidiary of the Company, and, with respect to each Subsidiary, the jurisdiction in which it is incorporated or organized, the jurisdictions, if any, in which it is qualified as a foreign corporation or other entity because the nature of its business or the ownership of property makes such qualification necessary, the number of shares of its authorized capital stock or equivalent equity interests, the number and class of shares or equivalent equity interests thereof duly issued and outstanding, the names of all stockholders or other equity owners (including any partners) and the number of shares of stock or equivalent equity interests owned by each stockholder or other equity owner (including any partners) or the amount of equity owned by each equity owner (including any partners). Each Subsidiary of the Company is a duly organized and validly existing corporation, limited liability company, partnership or other entity in good standing under the laws of the jurisdiction of its incorporation, formation or organization. Each Subsidiary of the Company is duly qualified or authorized to do business as a foreign corporation, limited liability company, partnership or other entity in each jurisdiction in which the nature of its business or the ownership of property makes such qualification necessary or entity and is in good standing under the laws of each jurisdiction in which the conduct of its business or the ownership of its properties requires such qualification or authorization, except where the failure to be so qualified, authorized or in good standing has not had and would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Subsidiary has all requisite corporate or entity power and authority to own its properties and carry on its business as presently and proposed to be conducted. The outstanding shares of capital stock or equivalent equity interests of each Subsidiary are validly issued, fully paid and non-assessable and were not issued in violation of any purchase or call option, right of first refusal, subscription right, preemptive right or any similar right. All such shares or other equivalent equity interests represented as being owned by the Company or any of its Subsidiaries are owned by them free and clear of any and all Liens, except as set forth in Schedule 3.5(a). Except as set forth on Schedule 3.5(a), there is no existing option, warrant, call, right or Contract requiring, and there are no convertible securities of any of the Company’s Subsidiaries outstanding which upon conversion would require, the issuance of any shares of capital stock or other equivalent equity interests of any Subsidiary or other securities convertible into shares of capital stock or other equivalent equity interests of any such Subsidiary. Except as set forth on Schedule 3.5(a), there are no material restrictions on the ability of any of the Company’s Subsidiaries to make distributions of cash to their respective equity holders.

(b) Schedule 3.5(b) sets forth the name of each Project Company, and, with respect to each Project Company, the jurisdiction in which it is incorporated or organized, the jurisdictions, if any, in which it is qualified to do business as a foreign corporation because the nature of its business or the ownership of property makes such qualification necessary, the number of shares of its authorized capital stock or equivalent equity interests, the number and class of shares or equivalent equity interests thereof duly issued and outstanding, the names of all stockholders or other equity owners (including any partners) and the number of shares of stock or equivalent equity interests owned by each stockholder or other equity owner (including any partners) or the amount of equity owned by each equity owner (including any partners). To the Knowledge of the Company, each Project Company is duly organized and validly existing corporation, limited liability company, partnership or other entity in good standing under the laws of the jurisdiction of its incorporation, formation or organization and is duly qualified or authorized to do business as a foreign corporation, limited liability company, partnership or other entity in each jurisdiction in which the nature of its business or the ownership of property makes such qualification necessary and is in good standing under the laws of each jurisdiction in which the conduct of its business or the ownership of its properties requires such qualification or authorization, except where the failure to be so qualified, authorized or in good standing has not had and would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. To the Knowledge of the Company, each Project Company has all requisite corporate or entity power and authority to own its properties and carry on its business as presently and proposed to be conducted. To the Knowledge of the Company, the outstanding shares of capital stock or equivalent equity interests of each Project Company are validly issued, fully paid and non-assessable and were not issued in violation of any purchase or call option, right of first refusal, subscription right, preemptive right or any similar right. All such shares or other equivalent equity interests represented as being owned, directly or indirectly, by the Company or any of its Subsidiaries are owned by them free and clear of any and all Liens, except as set forth in Schedule 3.5(b). Except as set forth on Schedule 3.5(b), to the Knowledge of the Company, there is no existing option, warrant, call, right or Contract requiring, and there are no convertible securities of any of the Project Companies outstanding which upon conversion would require, the issuance of any shares of capital stock or other equivalent equity interests of any Project Company or other securities convertible into shares of capital stock or other equivalent equity interests of any such Project Company. Except as set forth on Schedule 3.5(b), there are no material restrictions on the ability of any of the Project Companies to make distributions of cash to their respective equity holders.

(c) The Company does not own, directly or indirectly, any Investment in any Person other than the Subsidiaries and the Project Companies and there are no Contracts providing for the Company, directly or indirectly, to acquire any such Investment.

(a) The Company has delivered to Purchaser true, correct and complete copies of the certificate of incorporation (each certified by the Secretary of State or other appropriate official of the applicable jurisdiction of organization) and by-laws, limited liability company agreement, operating agreement, partnership agreement or comparable organizational documents (each certified by the secretary, assistant secretary or other appropriate officer) for each of the Company, each of its Subsidiaries and each of the Project Companies, in each case as amended and in effect on the date hereof, including all amendments thereto.

(b) The minute books and stock (or equivalent equity interest) ledger of each of the Company and each of its Subsidiaries previously made available to Purchaser contain true, correct and complete records of all meetings and accurately reflect all other corporate action of the stockholders or other equity owners and board of directors (including committees thereof) of the Company and such Subsidiaries.

(c) To the Knowledge of the Company, the minute books of the Project Companies previously made available to Purchaser contain true, correct and complete records of all meetings and accurately reflect all other corporate, limited liability company, partnership or other entity action of the stockholders or other equity owners and board of directors (including committees thereof) or comparable governing bodies of each of the Project Companies.

(a) The Company has delivered to Purchaser copies of (i) the audited consolidated balance sheets of the Company and its Subsidiaries as at December 31, 2003 and 2004 and the related audited consolidated statements of income and of cash flows of the Company and its Subsidiaries for the years then ended and (ii) the unaudited consolidated balance sheet of the Company and its Subsidiaries as at June 30, 2005 and the related consolidated statements of income and cash flows of the Company and its Subsidiaries for the six-month period then ended (such audited and unaudited statements are referred to herein as the “Financial Statements”). Each of the Financial Statements is complete and correct in all material respects, has been prepared in accordance with GAAP consistently applied by the Company (except as may be indicated in the notes thereto) and presents fairly in all material respects the consolidated financial position, results of operations and cash flows of the Company and its Subsidiaries as at the dates and for the periods indicated therein, except that the unaudited Financial Statements of the Company and its Subsidiaries on a consolidated basis are subject to normal year-end adjustments and lack complete footnotes and other presentation items in conformity with GAAP, which individually or in the aggregate would not be material.

The audited consolidated balance sheet of the Company and its Subsidiaries as at December 31, 2004 is referred to herein as the “Balance Sheet” and December 31, 2004 is referred to herein as the “Balance Sheet Date.”

(b) All the books, records and accounts of the Company and its Subsidiaries are maintained in all material respects in accordance with commercially reasonable business practice. The Company has established and maintains internal controls and procedures that are commercially reasonable and, to the Knowledge of the Company, such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer or its principal financial officer to material information which such principal officers deem necessary to be provided to them. To the Knowledge of the Company, all books, records and accounts of the Underlying Projects are maintained in all material respects in accordance with commercially reasonable business practice, and, to the Knowledge of the Company, the Underlying Projects maintain systems of internal accounting controls that are commercially reasonable.

3.8 No Undisclosed Liabilities. Neither the Company nor any of its Subsidiaries has any Indebtedness or Liabilities (whether or not required under GAAP to be reflected on a balance sheet or the notes thereto) other than those (i) specifically reflected on and fully reserved against in the Balance Sheet, (ii) incurred in the Ordinary Course of Business of the Company and its Subsidiaries since the Balance Sheet Date, (iii) that are immaterial to the Company and its Subsidiaries, taken as a whole, or (iv) that have been discharged or paid in full prior to the date hereof. To the Knowledge of the Company, the Underlying Projects do not have any Indebtedness or Liabilities other than those incurred in the Ordinary Course of Business of such applicable Underlying Project, those paid that have been discharged or paid in full prior to the date hereof, those that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or those set forth on Schedule 3.8.

(a) Except as expressly contemplated by this Agreement or as set forth on Schedule 3.9, during the period of time between the Balance Sheet Date and the date hereof, the Company, its Subsidiaries and, to the Knowledge of the Company, the Underlying Projects have conducted their respective businesses only in the Ordinary Course of Business thereof. Without limiting the generality of the foregoing, except as set forth on Schedule 3.9, during the period of time between the Balance Sheet Date and the date hereof:

(i) there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the property and assets of the Company, any of its Subsidiaries or, to the Knowledge of the Company, any of the Underlying Projects having a replacement cost of more than $500,000 for any single loss or $1,000,000 for all such losses;

(ii) there has not been any declaration, setting aside or payment of any dividend or other distribution in respect of any shares of capital stock of the Company or any of its Subsidiaries or any repurchase, redemption or other acquisition by the Company, any of its Subsidiaries or any of the Project Companies of any outstanding shares of capital stock or other securities of, or other ownership interest in, the Company, any of its Subsidiaries or any of the Project Companies;

(iii) neither the Company nor any of its Subsidiaries has awarded or paid any bonuses to employees of the Company or any of its Subsidiaries except to the extent accrued on the Balance Sheet, or entered into any employment, deferred compensation, severance or similar agreement (nor amended any such agreement) or agreed to increase the compensation payable or to become payable by it to any of the Company’s or any of its Subsidiaries’ directors, officers, employees, agents or representatives or agreed to increase the coverage or benefits available under any severance pay, termination pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, insurance, pension or other employee benefit plan, payment or arrangement made to, for or with such directors, officers, employees, agents or representatives;

(iv) except as required by law or under GAAP, there has not been any change by the Company or any of its Subsidiaries in material accounting or Tax reporting principles, methods or policies and, the Company has not been notified or otherwise been informed in writing of any change by any of the Underlying Projects in material accounting or Tax reporting principles, methods or policies;

(v) neither the Company nor any of its Subsidiaries has made or rescinded any material election relating to Taxes or settled or compromised any material claim relating to Taxes and, to the Knowledge of the Company, none of the Underlying Projects has made or rescinded any material election relating to Taxes or settled or compromised any material claim relating to Taxes;

(vi) none of the Company, any of its Subsidiaries and, to the Knowledge of the Company, any of the Underlying Projects has entered into, terminated, modified, amended or waived any rights under any Material Contract, understanding or commitment that restrains, restricts, limits or impedes the ability of the Company, any such Subsidiary or any such Underlying Project to compete with any business;

(vii) neither the Company nor any of its Subsidiaries has failed to promptly pay and discharge current Liabilities except where disputed in good faith by appropriate proceedings and, to the Knowledge of the Company, none of the Underlying Projects has failed to promptly pay and discharge current Liabilities except where disputed in good faith by appropriate proceedings;

(viii) neither the Company nor any Subsidiary has made any loans, advances or capital contributions to, or investments in, any CEC Related Person or paid any fees or expenses to any CEC Related Person or any director, officer, partner, stockholder or Affiliate of any CEC Related Person other than reimbursable business expenses and similar items incurred in the Ordinary Course of Business;

(ix) neither the Company nor any of its Subsidiaries has (A) other than in the Ordinary Course of Business, mortgaged, pledged or subjected to any Lien any of its assets, or (B) acquired any assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any assets of the Company or any of its Subsidiaries, except, in the case of clause (B), for assets acquired, sold, assigned, transferred, conveyed, leased or otherwise disposed of in the Ordinary Course of Business, as applicable, of the Company or any of its Subsidiaries, in each case greater than $250,000;

(x) other than in the Ordinary Course of Business, to the Knowledge of the Company, none of the Underlying Projects has (A) mortgaged, pledged or subjected to any Lien any of its assets, or (B) acquired any assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any assets of such Underlying Project, except, in the case of clause (B), for assets acquired, sold, assigned, transferred, conveyed, leased or otherwise disposed of in the Ordinary Course of Business, as applicable, of such Underlying Project, in each case greater than $250,000;

(xi) neither the Company nor any Subsidiary has discharged or satisfied any Lien, or paid any Liability and, to the Knowledge of the Company, none of the Underlying Projects has discharged or satisfied any Lien, or paid any Liability, other than the payment, discharge or satisfaction in the Ordinary Course of Business, individually or in the aggregate greater than $500,000;

(xii) other than in the Ordinary Course of Business, neither the Company nor any of its Subsidiaries has, and, to the Knowledge of the Company, none of the Underlying Projects has, canceled or compromised any debt or claim or amended, canceled, terminated, relinquished, waived or released any Material Contract;

(xiii) except as set forth in the 2005 Budget or the Business Plan, each in the form as set forth in Schedule 3.9(a)(xiii) (the “Budget and Business Plan”), neither the Company nor any of its Subsidiaries has made or committed to make any capital expenditures or capital additions or betterments and, to the Knowledge of the Company, none of the Underlying Projects has made or committed to make any capital expenditures or capital additions or betterments in excess of $250,000 individually or $500,000 in the aggregate;

(xiv) except as set forth in the Budget and Business Plan, neither the Company nor any of its Subsidiaries has issued, created, incurred, assumed, guaranteed, endorsed or otherwise become liable or responsible with respect to (whether directly, contingently, or otherwise) any Indebtedness and, to the Knowledge of the Company, other than in the Ordinary Course of Business, none of the Underlying Projects has issued, created, incurred, assumed, guaranteed, endorsed or otherwise become liable or responsible with respect to (whether directly, contingently, or otherwise) any indebtedness in excess of $250,000 individually or $500,000 in the aggregate;

(xv) neither the Company nor any Subsidiary has instituted or settled any Legal Proceeding and, to the Knowledge of the Company, none of the Underlying Projects has instituted or settled any Legal Proceeding resulting in a loss of revenue in excess of $250,000 individually or $500,000 in the aggregate; and

(xvi) none of the Company or any of its Subsidiaries, and, to the Knowledge of the Company, none of the Underlying Projects has agreed, committed, arranged or entered into any understanding to do anything set forth in this Section 3.9.

(b) Without limitation of the representations and warranties under Section 3.9(a), to the Knowledge of the Company, (i) no event, change, occurrence or circumstance has occurred or exists that would cause the failure of any conditions precedent to the Equity Capital Contribution Date (as defined in the Sweetwater 3 ECCA Agreement) to be fulfilled in accordance with the terms of the Sweetwater 3 ECCA Agreement in all material respects (and without exercise of any rights to waive such conditions by any of the parties thereto), (ii) no material event, change, occurrence or circumstance has occurred or exists and, there is no current reasonable basis to believe such an event, change, occurrence or circumstance or is likely to occur or exist, that could reasonably be expected to cause the equity funding (on the Equity Capital Contribution Date) of Sweetwater Wind 3 LLC not to occur by December 31, 2005 in accordance with the terms of the Sweetwater 3 ECCA Agreement in all material respects, and (iii) the development services fee to which the Company shall be entitled in connection with the development of the wind generation project of Sweetwater Wind 3 LLC is reasonably expected to be an amount of not less that $4,000,000.

(c) No event, change, occurrence or circumstance has occurred or exists and, to the Knowledge of the Company, there is no current reasonable basis to believe such an event, change, occurrence or circumstance or is likely to occur or exist, that could reasonably be expected to cause, a payment default or other Event of Default (as defined in the Third Amended and Restated Senior Secured Promissory Note, dated April 28, 2005 (the “Development Note”)) under (A) the Development Note by and among Catamount Sweetwater Corporation, a Vermont corporation, Babcock and Brown Holdings Inc., a Delaware corporation as the Lenders and DKR Wind Energy, LLC, a Texas limited liability company as the Borrower or (B) the Third Amended and Restated Option Agreement entered into as of July 2, 2004 (the “Sweetwater Land Option Agreement”) between DKR Wind Energy, LLC and GE Wind Energy, LLC.

(a) The Company and each of its Subsidiaries and any Affiliated Group or other consolidated, combined, unitary or aggregate group of which the Company or any of its Subsidiaries is or was a member have (i) duly and timely filed all material Tax Returns required to be filed by or on behalf thereof with the appropriate Taxing Authority in all jurisdictions in which such Tax Returns are required to be filed (after giving effect to any valid extensions of time in which to make such filings), and all such Tax Returns are true, complete and correct in all material respects; (ii) fully and timely paid all material Taxes (including withholding taxes) payable by or on behalf thereof or made due and sufficient accruals in the Financial Statements in accordance with GAAP and its books and records for all such Taxes not yet paid.

(b) The Company and each of its Subsidiaries, and, to the Knowledge of the Company, each of the Underlying Projects has complied in all material respects with applicable Law relating to the payment and withholding of Taxes.

(c) The Company has made available to Purchaser copies of the following: (i) all material federal, state, local and foreign income or franchise Tax Returns (or a pro forma copy of such Tax Returns relating to the Company and its Subsidiaries with respect to any Tax Returns that include CVPS or any Affiliate of CVPS (other than the Company and its Subsidiaries)) of the Company and its Subsidiaries and, to the extent reasonably available to CVPS or any of its Subsidiaries, of the Underlying Projects, relating to the taxable periods ending December 31, 2003 and the federal income Tax Return for the period ending December 31, 2004, and (ii) any written audit report issued within the last three years relating to material amounts of Taxes due from or with respect to the Company or any of its Subsidiaries or, to the extent reasonably available to the Company or any of its Subsidiaries, the Underlying Projects.

(d) Within the three year period ending on the date hereof, no claim has been made in writing by a Taxing Authority in a jurisdiction where the Company, any of its Subsidiaries or, to the Knowledge of the Company, the Underlying Projects does not file Tax Returns such that it is or may be subject to taxation by that jurisdiction.

(e) There are no other audits or investigations by any Taxing Authority in progress with respect to Taxes of the Company or its Subsidiaries or, to the Knowledge of the Company, any Underlying Project, nor has the Company or any of its Subsidiaries received any written notice from any Taxing Authority that it intends to conduct such an audit or investigation (including any audit or investigation that could result in an adjustment under Section 481 of the Code).

(f) None of the Company, any of its Subsidiaries, any other Person on their behalf, or, to the Knowledge of the Company, any Underlying Project has (i) agreed to make any adjustments pursuant to Section 481(a) of the Code or any similar provision of Law, (ii) executed or entered into a closing agreement pursuant to Section 7121 of the Code or any similar provision of Law with respect to the Company, any of its Subsidiaries or any of the Underlying Projects, (iii) requested any extension of time within which to file any Tax Return, which Tax Return has since not been filed, (iv) granted any extension for the assessment or collection of Taxes, which Taxes have not since been paid, or (v) granted to any Person any power of attorney that is currently in force with respect to any Tax matter, but only to the extent such agreement, request, extension or power of attorney will have continuing effect after the Initial Closing Date.

(g) None of the Company, any of its Subsidiaries or, to the Knowledge of the Company, any of the Underlying Projects (i) has any application pending with any Taxing Authority requesting permission for any changes in its accounting methods, (ii) has ever been a member of any consolidated, combined, affiliated or unitary group of corporations for any Tax purposes, other than a group in which it is now a member or (iii) is subject to any private letter ruling of the IRS or comparable rulings of any Taxing Authority, but with respect to clauses (i) and (iii) above, only to the extent such application or ruling will have continuing effect after the Trigger Date.

(h) For federal income tax purposes, (i) the Company and each of the Subsidiaries and Project Companies listed in Schedule 3.10(h)(i) is and has been, since its formation, treated as a corporation, (ii) each of the entities list in Schedule 3.10(h)(ii) is and has been, since its formation, treated as a partnership, and (iii) each of the entities listed in Schedule 3.10(h)(iii) is and has been, since its formation, disregarded as an entity separate from its owners.

Notwithstanding any provision in this Agreement to the contrary, the only representations and warranties made by CVPS and the Company with respect to all matters relating to Taxes shall be representations and warranties set forth in this Section 3.10 and in Section 3.15 and Sections 3.9(a)(iv) and (v), and this Agreement shall not be interpreted in any manner that is contrary thereto.

(a) Schedule 3.11(a) sets forth a complete list of (i) all real property and interests in real property owned in fee by the Company and its Subsidiaries (individually, a “Company Owned Property” and collectively, the “Company Owned Properties”), (ii) all real property and interests in real property leased by the Company and its Subsidiaries (individually, a “Company Real Property Lease” and collectively, the “Company Real Property Leases” and, together with the Company Owned Properties, being referred to herein individually as a “Company Property” and collectively as the “Company Properties”) as lessee or lessor, including a description of each such Company Real Property Lease (including the name of the third party lessor or lessee and the date of the lease or sublease and all amendments thereto).

(b) Schedule 3.11(b) sets forth a complete list of (i) all real property and interests in real property owned in fee by the Underlying Projects (individually, an “Underlying Project Owned Property” and collectively, the “Underlying Project Owned Properties”), (ii) all real property and interests in real property leased by the Underlying Projects (individually, an “Underlying Project Real Property Lease” and collectively, the “Underlying Project Real Property Leases” and, together with the Underlying Project Owned Properties, being referred to herein individually as a “Underlying Project Property” and collectively as the “Underlying Project Properties”) as lessee or lessor, including a description of each such Underlying Project Real Property Lease (including the name of the third party lessor or lessee and the date of the lease or sublease and all amendments thereto).

(c) The Company and its Subsidiaries have good and marketable fee title to all Company Owned Property, free and clear of all Liens, except Permitted Exceptions. The Company Properties constitute all interests in real property currently used, occupied or currently held for use in connection with the business of the Company and its Subsidiaries and which are necessary for the continued operation of the business of the Company and its Subsidiaries as the business is currently conducted. Except as would not, individually or in the aggregate, be expected to have a Material Adverse Effect, all of the Company Properties and buildings, fixtures and improvements thereon (i) are in all respects in good operating condition (ordinary wear and tear excepted) without structural defects, and all mechanical and other systems located thereon are in all respects in good operating condition, and no condition exists requiring repairs, alterations or corrections and (ii) are suitable, sufficient and appropriate in all respects for their current and contemplated uses.

(d) To the Knowledge of the Company, the Underlying Projects have good and marketable fee title to all Underlying Project Owned Property, free and clear of all Liens of any nature whatsoever, except (i) those Liens set forth on Schedule 3.11(d) and (ii) Permitted Exceptions. To the Knowledge of the Company, the Underlying Project Properties constitute all material interests in real property currently used, occupied or currently held for use in connection with the business of the Underlying Projects and which are necessary for the continued operation of the business of the Underlying Projects as the business is currently conducted. To the Knowledge of the Company, except as would not, individually or in the aggregate, be expected to have a Material Adverse Effect, all of the Underlying Project Properties and buildings, fixtures and improvements thereon (A) are in all respects in good operating condition (ordinary wear and tear excepted) without structural defects, and all mechanical and other systems located thereon are in all respects in good operating condition, and no condition exists requiring repairs, alterations or corrections and (ii) are suitable, sufficient and appropriate in all respects for their current and contemplated uses.

(e) Except as would not, individually or in the aggregate, be expected to have a Material Adverse Effect, each of the Company and its Subsidiaries, as applicable, has a valid, binding and enforceable leasehold interest under each of the Company Real Property Leases under which it is a lessee, free and clear of all Liens other than Permitted Exceptions. Except as would not, individually or in the aggregate, be expected to have a Material Adverse Effect, to the Knowledge of the Company, each of the Underlying Projects, as applicable, has a valid, binding and enforceable leasehold interest under each of the Underlying Project Real Property Leases under which it is a lessee, free and clear of all Liens other than Permitted Exceptions. Except as would not, individually or in the aggregate, be expected to have a Material Adverse Effect, each of the Company Real Property Leases is in full force and effect. Except as would not, individually or in the aggregate, be expected to have a Material Adverse Effect, to the Knowledge of the Company, each of the Underlying Project Leases is in full force and effect. Except as would not, individually or in the aggregate, be expected to have a Material Adverse Effect, neither the Company nor any of its Subsidiaries is in default under any Company Real Property Lease, and no event has occurred and no circumstance exists which, if not remedied, and whether with or without notice or the passage of time or both, would result in such a default. To the Knowledge of the Company, except as would not, individually or in the aggregate, be expected to have a Material Adverse Effect, none of the Underlying Projects is in default under any Underlying Project Real Property Lease, and, to the Knowledge of the Company, no event has occurred and no circumstance exists which, if not remedied, and whether with or without notice or the passage of time or both, would result in such a default. Except as would not, individually or in the aggregate, be expected to have a Material Adverse Effect, neither the Company nor any of its Subsidiaries has received or given any notice of any default or event that with notice or lapse of time, or both, would constitute a default by the Company or any of its Subsidiaries under any of the Company Real Property Leases and, to the Knowledge of the Company, no other party is in default thereof, and no party to any Company Real Property Lease has exercised any termination rights with respect thereto. To the Knowledge of the Company, except as would not, individually or in the aggregate, be expected to have a Material Adverse Effect, none of the Underlying Projects has received or given any notice of any default or event that with notice or lapse of time, or both, would constitute a default by an Underlying Project under any of the Underlying Project Real Property Leases and, to the Knowledge of the Company, no other party is in default thereof, and, to the Knowledge of the Company, no party to any Underlying Project Real Property Lease has exercised any termination rights with respect thereto.

(a) Except as would not, individually or in the aggregate, be expected to have a Material Adverse Effect, the Company and its Subsidiaries have good and marketable title to all of the items of tangible personal property used in the business of the Company and its Subsidiaries (except as sold or disposed of subsequent to the date hereof in the Ordinary Course of Business and not in violation of this Agreement), free and clear of any and all Liens, other than the Permitted Exceptions. Except as would not, individually or in the aggregate, be expected to have a Material Adverse Effect, all such items of tangible personal property are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are suitable for the purposes used.

(b) To the Knowledge of the Company, except as would not, individually or in the aggregate, be expected to have a Material Adverse Effect, the Underlying Projects have good and marketable title to all of the items of tangible personal property used in the business of the Underlying Projects (except as sold or disposed of subsequent to the date hereof in the Ordinary Course of Business of the Underlying Projects and not in violation of this Agreement), free and clear of any and all Liens, other than the Permitted Exceptions. To the Knowledge of the Company, except as would not, individually or in the aggregate, be expected to have a Material Adverse Effect, all such items of tangible personal property are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are suitable for the purposes used.

(c) Schedule 3.12(c) sets forth all leases of personal property (“Company Personal Property Leases”) involving annual payments in excess of $50,000 relating to personal property used in the business of the Company or any of its Subsidiaries or to which the Company or any of its Subsidiaries is a party or by which the properties or assets of the Company or any of its Subsidiaries is bound. Except as would not, individually or in the aggregate, be expected to have a Material Adverse Effect, all of the items of personal property under the Company Personal Property Leases are in all respects in good condition and repair (ordinary wear and tear excepted) and are suitable for the purposes used, and such property is in all respects in the condition required of such property by the terms of the lease applicable thereto during the term of the lease. Except as would not, individually or in the aggregate, be expected to have a Material Adverse Effect, the Company and each of its Subsidiaries has a valid and enforceable leasehold interest under each of the Company Personal Property Leases under which it is a lessee and each of such Company Personal Property Leases is in full force and effect.

(d) Except as would not, individually or in the aggregate, be expected to have a Material Adverse Effect, none of the Company, any of its Subsidiaries or, to the Knowledge of the Company, any of the Underlying Projects has received or given any notice of any default or event that with notice or lapse of time, or both, would constitute a default by the Company, any of its Subsidiaries or, to the Knowledge of the Company, any of the Underlying Projects under any lease of personal property thereof that is material to the business of such Person. Except as would not, individually or in the aggregate, be expected to have a Material Adverse Effect, to the Knowledge of the Company, no other party is in default of any lease of personal property of the Company, any of its Subsidiaries or any of the Underlying Projects that is material to the business thereof, and no party to any such lease has exercised any termination rights with respect thereto.

(a) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, each of the Company, its Subsidiaries and, to the Knowledge of the Company, the Underlying Projects own or possess valid, subsisting and enforceable licenses or rights to use, all trademarks and service marks (whether registered or unregistered), trade names and designs, together with all goodwill related to the foregoing, patents (including any continuations, continuations in part, renewals and applications for any of the foregoing), copyrights (including any registrations and applications therefor and whether registered or unregistered), internet domain names, computer software, databases, works of authorship, mask works, technology, trade secrets and other confidential information, know-how, proprietary processes, formulae, algorithms, models, user interfaces, inventions, discoveries, concepts, ideas, techniques, methods, source codes, object codes, methodologies and, with respect to all of the foregoing, related confidential data or information, which in each case is used in or necessary for the conduct of their respective business as currently conducted and as proposed to be conducted (“Company Intellectual Property”). Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, to the Knowledge of the Company, no other Person has any claim of ownership or other interest (nor has any such claim been made) with respect to the Company Intellectual Property purported to be owned by the Company, its Subsidiaries or the Underlying Projects nor does, to the Knowledge of the Company, the use of Company Intellectual Property by the Company, its Subsidiaries or any of the Underlying Projects infringe on or otherwise violate the rights of any third party (nor, to the Knowledge of the Company, has any such claim been made). Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, to the Knowledge of the Company, all Company Intellectual Property that has been licensed by the Company or any of its Subsidiaries is being used in accordance with the applicable license pursuant to which the Company or such Subsidiary acquired the right to use such Company Intellectual Property and, to the Knowledge of the Company, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, all Company Intellectual Property that has been licensed by an Underlying Project is being used in accordance with the applicable license pursuant to which such Underlying Project acquired the right to use such Company Intellectual Property. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, to the Knowledge of the Company, no third party is challenging, infringing on or otherwise violating any right of the Company, its Subsidiaries or any of the Underlying Projects in the Company Intellectual Property. Except as would not, individually or in the aggregate, be expected to have a Material Adverse Effect, no Company Intellectual Property is being used or enforced by the Company or any of its Subsidiaries in a manner that could reasonably be expected to result in the abandonment, cancellation or unenforceability of any Company Intellectual Property, and, to the Knowledge of the Company, except as would not, individually or in the aggregate, be expected to have a Material Adverse Effect, no Company Intellectual Property is being used or enforced by any of the Underlying Projects in a manner that could reasonably be expected to result in the abandonment, cancellation or unenforceability of any Company Intellectual Property.

(b) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the consummation of the transactions contemplated hereby will not result in the loss or impairment of the Company’s, any of its Subsidiaries’ or any of the Underlying Projects’ right to own or use any of the Company Intellectual Property.

(a) Schedule 3.14(a) sets forth, by reference to the applicable subsection of this Section 3.14(a), all of the following Contracts to which the Company, any of its Subsidiaries or, to the Knowledge of the Company, any of the Underlying Projects is a party or by which any of the Company, any of its Subsidiaries or, to the Knowledge of the Company, any of the Underlying Projects or their respective assets or properties are bound (collectively, the “Material Contracts”):

(i) Contracts containing covenants of the Company, any of the Subsidiaries or any of the Underlying Projects not to compete in any line of business or with any Person or, except as part of any Confidentiality Agreement entered into in the Ordinary Course of Business, not to solicit or hire any person with respect to employment;

(ii) Contracts to which the Company, any of its Subsidiaries or, to the Knowledge of the Company, any of the Underlying Projects is a party or by which any of the Company, any of its Subsidiaries or, to the Knowledge of the Company, any of the Underlying Projects or their respective assets or properties are bound with a term of one year or more or with a value or involving amounts payable or potentially payable at any time during the term thereunder in excess of $500,000.

(b) Each of the Material Contracts to which the Company or any of its Subsidiaries is a party is in full force and effect and is the legal, valid and binding obligation of the Company or its Subsidiary which is party thereto, and of the other parties thereto enforceable against each of them in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium, or other equivalent Laws affecting the enforcement of creditors’ rights in general and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity), and, upon consummation of the transactions contemplated by this Agreement, shall, except as otherwise stated in Schedule 3.14(b), continue in full force and effect without penalty or other adverse consequence. Neither the Company nor any of its Subsidiaries is in material default under any Material Contract to which the Company or any of its Subsidiaries is a party, nor, to the Knowledge of the Company, is any other party to any such Material Contract in material breach of or material default thereunder, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a material breach or material default on the Company, any Subsidiary or any other party thereunder. No party to any of the Material Contracts to which the Company or any of its Subsidiaries is a party has exercised any termination rights with respect thereto, and no party has given notice of any significant dispute with respect to any such Material Contract.

(c) To the Knowledge of the Company, (i) each of the Material Contracts to which an Underlying Project is a party is in full force and effect and is the legal, valid and binding obligation of the Underlying Project which is party thereto, and of the other parties thereto enforceable against each of them in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium, or other equivalent Laws affecting the enforcement of creditors’ rights in general and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity), and, upon consummation of the transactions contemplated by this Agreement, shall, except as otherwise stated in Schedule 3.14(c), continue in full force and effect without penalty or other adverse consequence, (ii) none of the Underlying Projects is in material default under any Material Contract to which an Underlying Project is a party and no other party to any such Material Contract is in material breach of or material default thereunder, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a material breach or material default on any Underlying Project or any other party thereunder, and (iii) no party to any of the Material Contracts to which any of the Underlying Projects is a party has exercised any termination rights with respect thereto, and no party has given notice of any significant dispute with respect to any such Material Contract.

(d) The Company has delivered to Purchaser true, correct and complete copies of all of the Material Contracts, together with all amendments, modifications or supplements thereto; provided, that with respect to Material Contracts relating to any of the Underlying Projects, the foregoing is to the Knowledge of the Company.

(a) Except as part of any Confidentiality Agreement entered into in the Ordinary Course of Business, Schedule 3.15(a) sets forth a correct and complete list of: (i) all “employee benefit plans” (as defined in Section 3(3) of ERISA), (ii) all employment, consulting, non-competition, employee non-solicitation, employee loan or other compensation agreements, and all collective bargaining agreements, and (iii) all bonus or other incentive compensation, equity or equity-based compensation, stock purchase, deferred compensation, change in control, severance, leave of absence, vacation, salary continuation, medical, life insurance or other death benefit, educational assistance, training, service award, section 125 cafeteria, dependant care, pension, welfare benefit or other material employee or fringe benefit plans, policies, agreements or arrangements, in each case as to which the Company or any of its Subsidiaries has any obligation or liability, contingent or otherwise, thereunder for current or former employees, directors or individual consultants of the Company or any of its Subsidiaries (collectively, the “Company Plans”). Each Company Plan that is subject to Title IV of ERISA or Section 412 of the Code (“Title IV Plan”) or is a “multiemployer plan” (as defined in Section 3(37) of ERISA (“Multiemployer Plan”)) is separately identified on Schedule 3.15(a).

(b) Correct and complete copies of the following documents with respect to each of the Company Plans (other than a Multiemployer Plan) have been made available or delivered to Purchaser by the Company, to the extent applicable: (i) any plans and related trust documents, insurance contracts or other funding arrangements, and all amendments thereto; (ii) the most recent Forms 5500 and all schedules thereto, (iii) the most recent actuarial report, if any; (iv) the most recent IRS determination letter; (iv) the most recent summary plan descriptions; (v) written communications regarding any Company Plan to employees generally since the beginning of the Company’s preceding fiscal year; and (vi) written descriptions of all material non-written agreements relating to the Company Plans.

(c) The Company Plans (other than a Multiemployer Plan) have been maintained in all material respects in accordance with their terms and with all applicable provisions of ERISA, the Code and other applicable Laws.

(d) Each Company Plan (other than a Multiemployer Plan) that is intended to meet the requirements for tax-favored treatment under Subchapter B of Chapter 1 of Subtitle A of the Code meets such requirements. Nothing has occurred with respect to the operation of the Company Plans that could cause the imposition of any liability, penalty or tax under ERISA or the Code, excluding any benefits properly payable under or any income or employment taxes properly withheld or properly accrued or paid with respect to any Company Plan.

(e) Neither the Company nor any of its Affiliates nor any trade or business (whether or not incorporated) that is or has ever been under common control, or that is or has ever been treated as a single employer, with any of them under Section 414(b), (c), (m) or (o) of the Code has any outstanding liability (whether or not assessed) to any Multiemployer Plan by reason of any complete or partial withdrawal therefrom prior to the Closing Date, or any termination, insolvency or reorganization thereof.

(f) All contributions (including all employer contributions and employee contributions) required to have been made under any of the Company Plans (including workers compensation) or by Law to any funds or trusts established thereunder or in connection therewith have been made by the due date thereof (including any valid extension). No accumulated funding deficiencies exist in any of the Title IV Plans. There is no outstanding liability under Title IV of ERISA with respect to any Title IV Plan or Multiemployer Plan other than premiums to the Pension Benefit Guaranty Corporation (“PBGC”) that are not yet due.

(g) Except as set forth on Schedule 3.15(g), there is no “amount of unfunded benefit liabilities” (as defined in Section 4001(a)(18) of ERISA) in any of the Title IV Plans in accordance with the actuarial assumptions used by the PBGC to determine the level of funding required in the event of the termination of any such plan.

(h) There are no pending material actions, claims or lawsuits arising from or relating to the Company Plans, (other than routine benefit claims), nor does the Company have any Knowledge of facts that could form the basis for any such material claim or lawsuit.

(i) Except as set forth on Schedule 3.15(i), none of the Company Plans provides for post-employment life insurance or health benefits coverage, except as may be required under Part 6 of Subtitle B of Title I of ERISA at the expense of the participant or the participant’s beneficiary, or coverage through the last day of the month following the date of termination of employment.

(j) Except as set forth on Schedule 3.15(j), neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) result in any payment becoming due to any employee under any Company Plan, (ii) increase any benefits otherwise payable under any Company Plan or (iii) result in the acceleration of the time of payment or vesting of any such benefits under any Company Plan. Except as set forth on Schedule 3.15(j), none of the compensation payable under any Company Plan will constitute an “excess parachute payment” under Section 280G of the Code by reason of the consummation of the transactions contemplated by this Agreement, either solely as a result thereof or as a result of the transactions contemplated by this Agreement in conjunction with any other events.

(k) None of the Company, any of its Subsidiaries or, to the Knowledge of the Company, any of the Underlying Projects has a contract, plan or commitment, whether legally binding or not, to create any additional Company Plan or to materially modify any existing Company Plan.

(a) Schedule 3.16(a) sets forth a list of each of the employees of the Company and its Subsidiaries (the “CEC Employees”).

(b) (i) None of the current or former employees of the Company or any of its Subsidiaries (“Employees”) is represented in his or her capacity as an employee of the Company or any of its Subsidiaries by any labor organization, other than with respect to a foreign Underlying Project or any Law of the jurisdiction in which employees of such Underlying Project are located that functions as a labor agreement or provides protection for groups of individuals under common employment; (ii) neither the Company nor any of its Subsidiaries has recognized any labor organization nor has any labor organization been elected as the collective bargaining agent of any Employees, nor has the Company or any of its Subsidiaries entered into any collective bargaining agreement or union contract recognizing any labor organization as the bargaining agent of any Employees; (iii) there is no union organization activity involving any of the Employees pending or, to the Knowledge of the Company, threatened, nor has there ever been union representation involving any of the Employees while employed by the Company or its Subsidiaries; (iv) there are no strikes, slowdowns or work stoppages pending or, to the Knowledge of the Company, threatened; (v) there are no complaints, petitions, proceedings, charges or claims against the Company or any of its Subsidiaries pending or, to the Knowledge of the Company, threatened which could be brought or filed with any Governmental Authority based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of, or failure by the Company or any of its Subsidiaries to employ, any individual, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (vi) the Company and each of its Subsidiaries is in compliance with all Laws relating to the employment of labor, including all such Laws relating to wages, hours, WARN, collective bargaining, discrimination, civil rights, safety and health, workers’ compensation and the collection and payment of withholding and/or social security Taxes and any similar Tax except for immaterial non-compliance; and (vii) there has been no “mass layoff” or “plant closing” as defined by WARN with respect to the Company or any of its Subsidiaries within the previous six months.

(c) To the Knowledge of the Company, (i) there is no labor organization representing any of the employees of any Underlying Project, nor have such employees entered into any collective bargaining agreement or union contract; (ii) there is no union organization activity involving any of the employees of any Underlying Project pending or threatened, (iii) there are no strikes, slowdowns or work stoppages pending at any Underlying Project or threatened, (iv) there are no complaints, petitions, proceedings, charges or claims against the Underlying Project pending or threatened which could be brought or filed with any Governmental Authority based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of, or failure by the Company or any of its Subsidiaries to employ, any individual, except as would not, individually or in the aggregate, be expected to have a Material Adverse Effect; and (v) each Underlying Project is in compliance with all Laws relating to the employment of labor, including all such Laws relating to wages, hours, WARN, collective bargaining, discrimination, civil rights, safety and health, workers’ compensation and the collection and payment of withholding and/or social security Taxes and any similar Tax except for immaterial non-compliance.

3.17 Litigation. Except as set forth in Schedule 3.17, there is no Legal Proceeding pending or, to the Knowledge of the Company, threatened against, involving or relating to the Company or any of its Subsidiaries (or, to the Knowledge of the Company, pending or threatened, against any of the Underlying Projects or any of the officers, directors or employees of the Company, any of its Subsidiaries or any of the Underlying Projects with respect to their business activities on behalf of the Company, any of its Subsidiaries or any of the Underlying Projects), or to which the Company, any of its Subsidiaries or, to the Knowledge of the Company, any of the Underlying Projects is otherwise a party before any Governmental Body, which would reasonably be expected to result in a claim for damages against the Company in excess of $250,000 individually or $500,000 in the aggregate; nor to the Knowledge of the Company is there any reasonable basis for any such Legal Proceeding. Except as set forth on Schedule 3.17, none of the Company, any of its Subsidiaries or, to the Knowledge of the Company, any of the Underlying Project is subject to any Order, and none of the Company, any of its Subsidiaries or, to the Knowledge of the Company, any of the Underlying Projects is in breach or violation of any Order, which would reasonably be expected to result in a claim for damages against the Company in excess of $250,000 individually or $500,000 in the aggregate. Except as set forth on Schedule 3.17, none of the Company, any of its Subsidiaries or, to the Knowledge of the Company, any of the Underlying Projects is engaged in any legal action to recover monies due it or for damages sustained by it, which would reasonably be expected to result in a claim for damages against the Company in excess of $250,000 individually or $500,000 in the aggregate. There are no Legal Proceedings pending or, to the Knowledge of the Company, threatened against CVPS or the Company or to which CVPS or the Company is otherwise a party relating to this Agreement, any Company Document, any CVPS Document or the transactions contemplated hereby or thereby.

(a) This Section 3.18 is not intended to and does not relate to the subject matter specifically contained in and covered by the representations and warranties set forth in Sections 3.10( Taxes), 3.13 (Intellectual Property), 3.15 (Employee Benefits Plans), 3.16 (Labor), 3.17 (Litigation), 3.19 (Environmental Matters), and 3.21 (Regulatory Matters). Each of the Company, its Subsidiaries and, to the Knowledge of the Company, the Underlying Projects is in compliance in all material respects with all Laws applicable to its business, operations or assets. None of the Company, any of its Subsidiaries or, to the Knowledge of the Company, any of the Underlying Projects has received any notice of or been charged with any material violation of any Laws. To the Knowledge of the Company, none of the Company, any of its Subsidiaries or any of the Underlying Projects is under investigation with respect to any material violation of any Laws and, to the Knowledge of the Company, there are no facts or circumstances which could form the basis for any such violation except for those material violations.

(b) Each of the Company, its Subsidiaries and, to the Knowledge of the Company, the Underlying Projects currently have all material Permits which are required for the operation of their respective businesses as presently conducted (“Company Permits”). Neither the Company nor any of its Subsidiaries is in material default or material violation, and no event has occurred which, with notice or the lapse of time or both, would constitute a material default or material violation, in any material respect of any term, condition or provision of any Company Permit, and, to the Knowledge of the Company, none of the Underlying Projects is in material default or material violation, and no event has occurred which, with notice or the lapse of time or both, would constitute a material default or material violation, of any term, condition or provision of any Company Permit. To the Knowledge of the Company, there are no facts or circumstances which could reasonably form the basis for any such material default or material violation of any Company Permit. None of the Company Permits will be materially impaired or in any way materially affected by the consummation of the transactions contemplated by this Agreement; provided, however, that, with respect to Company Permits relating to the Underlying Projects, the foregoing is to the Knowledge of the Company.

3.19 Environmental Matters. Except as set forth in Schedule 3.19 or as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Company and its Subsidiaries and, to the Knowledge of the Company, the Underlying Projects have conducted and currently conduct their respective businesses in compliance with all applicable Environmental Laws, (ii) to the Knowledge of the Company, none of the Company, any of its Subsidiaries or any of the Underlying Projects is under investigation with respect to violation of any Environmental Laws and, to the Knowledge of the Company, there are no facts, circumstances or conditions which could form the basis for any such violation, (iii) the Company, its Subsidiaries and, to the Knowledge of the Company, the Underlying Projects, have not received any notices, demand letters or requests for information from any Governmental Authority that have not been resolved, indicating that the Company, any of its Subsidiaries or any of the Underlying Projects may be in violation of, or liable under, any Environmental Law, (iv) there are no Proceedings pending or, to the Knowledge of the Company, threatened, against the Company or any of its Subsidiaries, or, to the Knowledge of the Company, pending or threatened against any of the Underlying Projects, relating to any violation or alleged violation of or liability under any Environmental Law or to revoke, modify or terminate any Environmental Permit of any of the Underlying Projects, (v) to the Knowledge of the Company, no Hazardous Substance has been disposed of, released or transported in violation of any Environmental Law, or in a manner giving rise to any liability under Environmental Law, from any properties now or formerly owned, leased or operated by the Company, any of its Subsidiaries or any of the Underlying Projects, and (vi) the Company, its Subsidiaries and any property now or, to the Knowledge of the Company, formerly owned, leased or operated by any of them, and, to the Knowledge of the Company, the Underlying Projects and any property owned, leased or occupied by any of them, are not subject to any Liabilities or expenditures (fixed or contingent) relating to any suit, settlement, court order, administrative order, regulatory requirement, judgment or claim asserted or arising under any Environmental Law.

3.20 Insurance. Set forth in Schedule 3.20 is a list of all insurance policies and all fidelity bonds held by or applicable to the Company, any of its Subsidiaries or, to the Knowledge of the Company, any of the Underlying Projects setting forth, in respect of each such policy, the policy name, policy number, carrier, term, type and amount of coverage and annual premium, whether the policies may be terminated upon consummation of the transactions contemplated hereby and if and to what extent events being notified to the insurer after the Initial Closing Date are generally excluded from the scope of the respective policy. The Company and each of its Subsidiaries are covered, in all material respects, by valid and currently effective insurance policies issued in favor of them that are customary, including, without limitation, coverage amounts, deductibles amounts and scope of risks and losses covered, for companies of similar size and financial condition in their respective industries. Except as would not, individually or in the aggregate, be expected to have a Material Adverse Effect, (i) all such policies are in full force and effect, all premiums due thereon have been paid and the Company and each of its Subsidiaries have complied with the provisions of all such policies, and (ii) neither the Company nor any of its Subsidiaries has been advised of any defense to coverage in connection with any claim to coverage asserted or notice by any of them under or in connection with any of such insurance policies, and (iii) neither the Company nor any of its Subsidiaries has received any notice from or on behalf of any insurance carrier issuing policies or binders relating to or covering the Company or its Subsidiaries or their assets or properties that there will be a cancellation or non-renewal of existing policies or binders or that the alteration of any equipment or any improvements to real estate occupied by or leased to or by the Company or its Subsidiaries, the purchase of additional equipment or the material modification of any of the methods of doing business, will be required.

(a) Neither the Company, its Subsidiaries or the Underlying Projects is a “holding company” or a “public-utility company” within the meaning of the “Public Utility Holding Company Act of 1935, as amended (“PUHCA”). CVPS is a “public utility company” and a “holding company” under PUHCA and claims exemption as a holding company pursuant to Rule 2 of the Rules promulgated by the Securities Exchange Commission under PUHCA.

(b) The Company, on behalf of itself, its Subsidiaries and the Underlying Projects, has filed with any applicable foreign, state or local utility regulatory body and the Federal Energy Regulatory Commission (“FERC”), to the extent necessary to consummate this transaction, all material applications, forms, statements, reports, and documents (including all exhibits, amendments, and supplements thereto) required to be filed by it with respect to the Company, its Subsidiaries and the Underlying Projects under any applicable Laws, the Public Utility Regulatory Policies Act of 1978, as amended (“PURPA”) and PUHCA and their respective rules and regulations thereunder, all of which complied in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder in effect on the date each such report was filed.

(c) Both the Rumford and Ryegate Underlying Projects are “qualifying facilities” (“QF”), within the meaning of PURPA and the rules and regulations promulgated thereunder, have maintained their status as a QF at all times since their initial certification or self-recertification as a QF, and are not currently subject to any pending inquiry, investigation, or challenge relating to its status as a QF.

(d) Both of Sweetwater Wind 1 LLC and Sweetwater Wind 2 LLC are currently “exempt wholesale generators” (“EWG”) within the meaning of PUHCA and its implementing regulations, and neither is currently subject to any pending inquiry, investigation, or challenge relating to its status as an EWG. To the Knowledge of the Company, upon operational completion of the wind generation project for Sweetwater Wind 3 LLC, Sweetwater Wind 3 LLC will be a EWG and no facts, circumstances or conditions exist that, to the Knowledge of the Company, will subject Sweetwater Wind 3 LLC to any investigation or challenge relating to the status as an EWG. The consummation of the transactions contemplated hereby will not adversely affect the “exempt wholesale generator” status of Sweetwater Wind 1 LLC or Sweetwater Wind 2 LLC or the proposed “exempt wholesale generator” status of Sweetwater Wind 3 LLC.

(e) Both the Kavelstorf Windfarm and Eckolstadt Windfarm Project Companies are currently owned by CIC Luxembourg SaRL, which is an “EWG” within the meaning of PUHCA and its implementing regulations. Neither project is currently subject to any pending inquiry, investigation, or challenge relating to its status as a foreign utility company. The consummation of the transactions contemplated hereby will not adversely affect the “foreign utility company” status of either Kavelstorf Windfarm or Eckolstadt Windfarm Project Companies.

(f) To the Knowledge of the Company, with respect to the Underlying Projects located in the United Kingdom, there are no events or circumstances reasonably likely to result in any of such Underlying Projects, upon operational completion of such Underlying Projects, not being either (i) a generator of “renewable source electricity” as defined in regulation 47 of the Climate Change Levy (General) Regulations 2001 or (ii) capable of generating from renewable sources as set out in article 4 paragraph 10 of the Renewables Obligation Order 2005.

(a) Except for advances, bills and rollovers in the Ordinary Course of Business or otherwise as set forth on Schedule 3.22(a), none of CVPS, any of its Subsidiaries (other than the Company and its Subsidiaries) or any employee, officer, director, stockholder, partner or member of CVPS, of any of its Subsidiaries (other than the Company and its Subsidiaries) or any member of his or her immediate family or any of their respective Affiliates (“CVPS Related Persons”) (i) owes any amount to the Company, any of its Subsidiaries or, to the Knowledge of the Company, any of the Underlying Projects, nor does the Company, any of its Subsidiaries or, to the Knowledge of the Company, any of the Underlying Projects owe any amount to, or has the Company, any of its Subsidiaries or, to the Knowledge of the Company, any of the Underlying Projects committed to make any loan or extend or guarantee credit to or for the benefit of, CVPS or any of its Subsidiaries (other than the Company and its Subsidiaries) any CVPS Related Person, (ii) is involved in any business arrangement or other relationship with the Company, any of the Subsidiaries or, to the Knowledge of the Company, any of the Underlying Projects (whether written or oral), (iii) owns any property or right, tangible or intangible, that is used by the Company, any of the Subsidiaries or, to the Knowledge of the Company, any of the Underlying Projects, (iv) has any claim or cause of action against the Company, any of the Subsidiaries or, to the Knowledge of the Company, any of the Underlying Projects or (v) owns any direct or indirect interest of any kind in, or controls or is a director, officer, employee or partner of, or consultant to, or lender to or borrower from or has the right to participate in the profits of, any Person which is a competitor, supplier, customer, landlord, tenant, creditor or debtor of the Company, any of its Subsidiaries or, to the Knowledge of the Company, any of the Underlying Projects.

(b) Except for advances, bills and rollovers in the Ordinary Course of Business or as set forth on Schedule 3.22(b), none of the Company, any of its Subsidiaries or any employee, officer, director, stockholder, partner or member of the Company, of any of its Subsidiaries or any member of his or her immediate family or any of their respective Affiliates (“CEC Related Persons”; collectively with CVPS Related Persons, “Related Persons”) (i) owes any amount to CVPS or any of its Subsidiaries (other than the Company and its Subsidiaries), nor does CVPS or any of its Subsidiaries (other than the Company and its Subsidiaries) owe any amount to, or has CVPS or any of its Subsidiaries (other than the Company and its Subsidiaries) committed to make any loan or extend or guarantee credit to or for the benefit of, the Company, any of its Subsidiaries or any CEC Related Person or (ii) is involved in any business arrangement or other relationship with CVPS or any of its Subsidiaries (other than the Company and its Subsidiaries), whether written or oral.

3.23 Finders or Brokers. Other than New Harbor Inc., no Person has or will have, as a result of the transactions contemplated by this Agreement, any right, interest or claim against or upon the Shares or the Company for any commission, fee or other compensation as a finder or broker as a result of any act by the Company. CVPS shall be solely responsible for the payment of all commissions, fees and other compensation due to New Harbor Inc. (it being understood that such payment to New Harbor Inc. shall be a reimburseable Transaction Expense subject to Section 9.1).

3.24 Vermont Takeover Law. No Vermont state anti-takeover Laws or regulations apply or purport to apply to this Agreement or the Company Documents or the transactions contemplated hereby or thereby.

As inducement to the Company to enter into this Agreement, Purchaser hereby represents and warrants to the Company and CVPS, as of the date of this Agreement and as of the Initial Closing Date and the Trigger Date.

4.1 Organization and Good Standing. Purchaser is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite limited liability company power and authority to own, lease and operate properties and carry on its business.

4.2 Authorization of Agreement. Purchaser has full limited liability company power, authority and legal capacity to execute and deliver this Agreement and each other agreement, document, instrument or certificate contemplated by this Agreement or to be executed by Purchaser in connection with the consummation of the transactions contemplated hereby and thereby (the “Purchaser Documents”), to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Purchaser of this Agreement and each Purchaser Document, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized and approved by all necessary limited liability company action on behalf of Purchaser. Assuming the due authorization, execution and delivery by the other parties hereto and thereto, this Agreement has been, and each Purchaser Document will be at or prior to the Initial Closing, duly and validly executed and delivered by Purchaser and (assuming the due authorization, execution and delivery, as applicable, by the Company and CVPS) this Agreement constitutes, and each Purchaser Document when so executed and delivered will constitute, the legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium, or other equivalent Laws affecting the enforcement of creditors’ rights in general and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).

(a) None of the execution and delivery by Purchaser of this Agreement and of the Purchaser Documents, the consummation of the transactions contemplated hereby or thereby (including, without limitation, the Put Option), or the compliance by Purchaser with any of the provisions hereof or thereof will conflict with, or result in violation of or breach of, conflict with or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration under any provision of (i) the certificate of incorporation, by-laws, limited liability company agreement, operating agreement, partnership agreement or comparable organizational documents of Purchaser; (ii) any Contract, or Permit to which Purchaser is a party or by which any of the properties or assets of Purchaser are bound; (iii) any Order of any Governmental Body applicable to Purchaser or by which any of the properties or assets of Purchaser are bound; or (iv) any applicable Law.

(b) No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Purchaser in connection with the execution and delivery of this Agreement or the Purchaser Documents or the compliance by Purchaser with any of the provisions hereof or thereof.

4.4 Litigation. There are no Legal Proceedings pending or, to the Knowledge of Purchaser, threatened against Purchaser or to which Purchaser is otherwise a party relating to this Agreement or the Purchaser Documents or would reasonably be expected to affect the transactions contemplated hereby and thereby.

4.5 Investment Intention; Accredited Investor. Purchaser is acquiring the Shares hereunder for its own account, for investment purposes only and not with a view to the distribution (as such term is used in Section 2(11) of the Securities Act) thereof. Purchaser understands that the Shares have not been registered under the Securities Act and cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is an Accredited Investor and the financial situation of Purchaser is such that it can afford to bear the economic risk of holding the Shares for an indefinite period of time. Purchaser can afford to suffer the complete loss of its investment in the Shares. The knowledge and experience of Purchaser in financial and business matters is such that it is capable of evaluating the risk of the investment in the Shares.

4.6 Finders or Brokers. No Person has or will have, as a result of the transactions contemplated by this Agreement, any right, interest or claim against or upon the Shares or the Company for any commission, fee or other compensation as a finder or broker as a result of any act by Purchaser.

4.7 Purchaser Financial Capability. Purchaser has provided CVPS with a copy of a duly executed equity commitment letter, dated of even date herewith, with respect to commitments to purchase $15,000,000 of membership interests of Purchaser.

4.8 Prior Obligations of Purchaser. The Purchaser has not conducted any business prior to the date hereof and has no, and prior to the Initial Closing will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the transactions contemplated by this Agreement.

5.1 Access to Information; Confidentiality. CVPS shall, and shall cause the Company and its Subsidiaries to and, to the extent within CVPS’s, the Company’s or any of its Subsidiary’s direct of indirect power and authority, shall cause the Underlying Projects to, afford to Purchaser and its accountants, counsel, financial advisors and other representatives reasonable access, during normal business hours upon reasonable notice throughout the period prior to the Initial Closing, to the Company’s, the Subsidiaries’ and (to the extent that the Company is entitled to afford Purchaser access) the Underlying Projects’ respective properties and facilities (including all owned or leased real property and the buildings, structures, fixtures, appurtenances and improvements erected, attached or located thereon), books, financial information (including working papers and data in the possession of the Company, its Subsidiaries or the Underlying Projects or their respective independent public accountants, internal audit reports, and “management letters” from such accountants with respect to the Company’s, any of the Subsidiaries’ or any of the Underlying Projects’ systems of internal control), Contracts, Tax Sharing Agreements and records of the Company, the Subsidiaries and the Underlying Projects and, during such period, shall furnish promptly such information concerning the businesses, properties and personnel of the Company, the Subsidiaries and the Underlying Projects as Purchaser shall reasonably request; provided, however, such investigation shall not unreasonably disrupt the Company’s, the Subsidiaries’ or the Underlying Projects’ respective operations. CVPS shall authorize and direct and, to the extent within CVPS’s, the Company’s or any of its Subsidiary’s direct or indirect power and authority, shall cause the Underlying Projects to authorize and direct, the appropriate directors, managers and employees of the Company and each such Subsidiary and each such Underlying Project to discuss matters involving the operations and business of the Company, such Subsidiary or such Underlying Project, as the case may be, with representatives of Purchaser and its accountants, counsel, financial advisors and other representatives. All nonpublic information provided to, or obtained by, Purchaser in connection with the transactions contemplated hereby shall be “Evaluation Material” for purposes of the letter agreement regarding confidentiality among CVPS, the Company and Diamond Castle Holdings LLC, dated as of June 16, 2005 and amended on August 2, 2005 (the “Confidentiality Agreement”); provided that Purchaser, CVPS and the Company may disclose such information, subject to the restrictions set forth in Section 5.7 herein, as may be necessary in connection with seeking necessary consents and approvals as contemplated hereby. Notwithstanding the foregoing, CVPS, the Company, their respective Subsidiaries and the Underlying Projects shall not be required to disclose any information if such disclosure would contravene any applicable Law or agreement by which any of CVPS, the Company, their respective Subsidiaries or the Underlying Projects is bound. No information provided to or obtained by Purchaser pursuant to this Section 5.1 shall limit or otherwise affect the remedies available hereunder to Purchaser (including Purchaser’s right to seek indemnification pursuant to Article VII), or the representations or warranties of, or the conditions to the obligations of, the parties hereto.

(a) Except as otherwise expressly provided in this Agreement, the Disclosure Schedules attached hereto or with the prior written consent of Purchaser, between the date hereof and the earlier to occur of (i) the Trigger Date and (ii) December 31, 2005, the Company shall, the Company shall cause its Subsidiaries to, and the Company shall (either directly or indirectly through its Subsidiaries) use reasonable commercial efforts, to the extent within its ability, to cause the Underlying Projects to (and to the extent not within its ability to so cause, neither the Company nor any of its Subsidiaries shall approve or otherwise authorize the taking of any action that would cause or result in an Underlying Project not to):

(i) conduct their respective businesses only in the Ordinary Course of Business, including, without limitation, by making Tax or Tax sharing payments only in a manner consistent with past practice;

(ii) except as otherwise expressly provided for in the Budget and Business Plan (in each case, only with respect to matters provided for therein that do not directly involve CVPS or CRC), use their commercially reasonable efforts to (A) preserve their respective present business operations, organization and goodwill and (B) preserve their respective present relationships with Persons having business dealings with them;

(iii) maintain (A) all of their respective assets and properties (owned, or used by them) in their current condition, ordinary wear and tear excepted, and (B) insurance upon all of their respective properties and assets in such amounts and of such kinds comparable to that in effect on the date of this Agreement;

(iv) (A) maintain their respective books, accounts and records in the Ordinary Course of Business and (B) comply with all of their respective contractual and other obligations;

(v) only with respect to the Underlying Projects, comply with the capital expenditure plan of each Underlying Project for 2005 in all material respects, including making such capital expenditures in the amounts set forth in such plan; and

(b) Without limiting the generality of the foregoing Section 5.2(a), except as otherwise expressly provided in this Agreement, the Disclosure Schedules attached hereto, or with the prior written consent of Purchaser, between the date hereof and the earlier to occur of (i) the Trigger Date and (ii) December 31, 2005, the Company shall not, and the Company shall cause its Subsidiaries not to, and shall use reasonable commercial efforts, to the extent within its ability, to cause (and to the extent not within its ability, neither the Company nor any of its Subsidiaries shall approve or otherwise authorize the taking of any action that would cause) the Underlying Projects not to:

(i) declare, set aside, make or pay any dividend or other distribution in respect of the capital stock of, or other ownership interests in, the Company or any of its Subsidiaries, or repurchase, redeem or otherwise acquire any outstanding shares of the capital stock or other securities of, or other ownership interests in, the Company or any of its Subsidiaries or any Project Company;

(ii) transfer, issue, sell, pledge, encumber or dispose of any shares of capital stock or other securities of, or other ownership interests in, the Company, any of its Subsidiaries or such Project Companies or grant options, warrants, calls or other rights to purchase or otherwise acquire shares of the capital stock or other securities of, or other ownership interests in, the Company, any of its Subsidiaries or such Project Companies;

(iii) effect any recapitalization, reclassification, stock split, combination or like change in the capitalization of the Company, any of its Subsidiaries or such Project Companies, or amend the terms of any outstanding securities of the Company, any of its Subsidiaries or such Project Companies;

(iv) amend the certificate of incorporation, by-laws, limited liability company agreement, operating agreement, partnership agreement or equivalent organizational or governing documents of the Company, any of its Subsidiaries or any Project Company;

(v) (A) increase the salary or other compensation of any director, officer or employee of the Company or any of its Subsidiaries, (B) grant any unusual or extraordinary bonus, benefit or other direct or indirect compensation to any director, officer, employee or consultant, (C) increase the coverage or benefits available under any (or create any new) severance pay, termination pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, insurance, pension or other employee benefit plan or arrangement made to, for, or with any of the directors, officers, employees, agents or representatives of the Company or any of its Subsidiaries or otherwise modify or amend or terminate any such plan or arrangement, or (D) enter into any employment, deferred compensation, severance, special pay, consulting, non-competition or similar agreement or arrangement with any directors or officers of the Company or any of its Subsidiaries (or amend any such agreement to which the Company or any of its Subsidiaries is a party), in each case, except as required by applicable Law or pursuant to previously existing Contracts (other than by virtue of the existing terms thereof or pursuant to this Agreement);

(vi) except as otherwise set forth in the Budget and Business Plan, (A) issue, create, incur, assume, guarantee, endorse or otherwise become liable or responsible with respect to (whether directly, contingently or otherwise) any Indebtedness of the Company, any of its Subsidiaries or any Project Company individually greater than $250,000 or in the aggregate greater than $500,000; (B) except in the Ordinary Course of Business, (x) pay, repay, discharge, purchase, repurchase or satisfy any Indebtedness, (y) discharge or satisfy any Lien or (z) pay any Liability, in each case, of the Company, any of its Subsidiaries or any Project Company individually or in the aggregate greater than $500,000; or (C) modify the terms of any Indebtedness or other Liability individually greater than $250,000 or in the aggregate greater than $500,000;

(vii) subject to any Lien or otherwise encumber or, except for Permitted Exceptions, permit, allow or suffer to be encumbered, any of the properties or assets (whether tangible or intangible) of, or used by, the Company, any of its Subsidiaries or any Project Company, in each case greater than $250,000;

(viii) sell, assign, license, transfer, convey, lease or otherwise dispose of any of the material properties or assets (including, without limitation, any Investment in an Underlying Project) of, or used by, the Company, any of its Subsidiaries or any Project Company, in each case greater than $250,000;

(ix) enter into or agree to enter into any merger or consolidation with any corporation or other entity, and not engage in any new business or invest in, make a loan, advance or capital contribution to, or otherwise acquire the securities, of any other Person, in each case involving more than $500,000 in transaction value;

(x) waive or release any material right of the Company, any of its Subsidiaries or any Project Company;

(xi) enter into any labor or collective bargaining agreement of the Company or any of its Subsidiaries or, through negotiation or otherwise, make any commitment or incur any liability to any labor organization with respect to the Company or any of its Subsidiaries;

(xiii) except for transfers of cash pursuant to normal cash management practices in the Ordinary Course of Business, make any investments in or loans to, or pay any fees or expenses to, or enter into or modify any Contract or Tax Sharing Agreement with any Related Person;

(xiv) except to the extent required by Law or under GAAP, make a material change in its accounting or Tax reporting principles, methods or policies;

(xv) except to the extent required by Law, (A) other than in the Ordinary Course of Business, make, change or revoke any material Tax election or settle or compromise any material claim relating to Taxes (collectively a “Tax Change”) if such Tax Change could result in the increase in Taxes of the Company and/or its Subsidiaries for taxable periods (or portions thereof) beginning after the Trigger Date; provided, that CVPS or the Company shall notify the Purchaser of any proposed Tax Change no later than 10 Business Days prior to the implementation of such Tax Change, (B) prepare or file any actual or pro forma income or other material Tax Return (or any amendment thereof) that includes as filing parties solely the Company and/or any of its Subsidiaries unless such Tax Return shall have been prepared in a manner consistent with past practice and the Company shall have provided Purchaser a copy thereof (together with supporting papers) at least three Business Days prior to the due date) or (C) report any item relating solely to the Company or any of its Subsidiaries for a taxable period that commences after December 31, 2004 in a manner that is not consistent with past practice;

(xvi) enter into any Contract, understanding or commitment that requires the Company or any of its Subsidiaries or any Project Company to make an Investment or that restrains, restricts, limits or impedes the ability of the Company or any of its Subsidiaries or any Project Company or the Underlying Project to compete with or conduct any business or line of business in any geographic area or solicit the employment of any persons;

(xvii) terminate, amend, restate, supplement or waive in any material respect any rights under any (A) Material Contract, Company Real Property Lease, Company Personal Property Lease or license with respect to Company Intellectual Property to which it is a party, other than in the Ordinary Course of Business or (B) Permit;

(xviii) institute, settle or compromise any pending or threatened Legal Proceeding or any claim or claims for, or that would result in a loss of revenue of, an amount that could reasonably be expected to be greater than $250,000 individually or $500,000 in the aggregate; or

(xix) except as otherwise expressly provided for in the Budget and Business Plan (in each case, only with respect to matters provided for therein that do not directly involve CVPS or CRC), make or commit to make any expenditure (whether capital expenditures, deposits, prepayment of expenses or otherwise) in excess of $250,000 individually or $500,000 in the aggregate; provided that, in the case of capital expenditures expressly provided for in the Budget and Business Plan, such exception shall apply only to the extent such capital expenditure is funded entirely from the operating cash flow of the Company and its Subsidiaries.

(c) Without limiting the generality of the foregoing provisions of this Section 5.2, between the date hereof and the Initial Closing Date, the Company shall not directly or indirectly fire or otherwise terminate the employment of any of the CEC Employees (including, without limitation, constructively terminate by reduction of title, salary or authority), and CVPS hereby covenants and agrees that it shall not, directly or indirectly, (i) engage or hire (or solicit for the engagement or hiring of) any of the CEC Employees or (ii) fire or otherwise terminate any of James Moore, Joseph Cofelice, Robert Charlebois and Bruce Peacock (collectively, the “Transfer Employees”).

5.3 Third Party Consents. CVPS and the Company shall use, and CVPS and the Company shall cause their respective Subsidiaries to use and, to the extent within CVPS’, the Company’s or any of their respective Subsidiary’s ability to do so using commercially reasonable means, shall cause the Underlying Projects to use, their respective commercially reasonable efforts to (i) obtain, at the earliest practicable date, all consents, waivers and approvals from, and provide all notices to, all Persons that are not a Governmental Body, required to consummate, or in connection with, the transactions contemplated by this Agreement specified in Schedule 5.3 (the “Required Consents”) and (ii) obtain, as promptly as practicable once CVPS has indicated its intention to exercise the Put Option, all consents, waivers and approvals from, and provide all notices to, all Persons that are not a Governmental Body, required to consummate, or in connection with, the Put Option. All such consents, waivers, approvals and notices shall be in writing and in form and substance reasonably satisfactory to Purchaser, and executed counterparts of such consents, waivers and approvals shall be delivered to Purchaser promptly after receipt thereof, and copies of such notices shall be delivered to Purchaser promptly after the making thereof. Notwithstanding anything to the contrary in this Agreement, neither Purchaser nor any of its Affiliates shall be required to pay any amounts in connection with obtaining any consent, waiver or approval.

5.4 Regulatory Filings. The Company shall, no later than forty-five (45) days after the Initial Closing Date and the Trigger Date, as applicable, make all regulatory filings specified on Schedule 3.3(c).

5.5 Further Assurances. Subject to, and not in limitation of, Section 5.4, each of the Company, CVPS and Purchaser shall use its commercially reasonable efforts to (a) take, or cause to be taken, all actions necessary or appropriate to consummate the transactions contemplated by this Agreement and (b) cause the fulfillment at the earliest practicable date of all of the conditions to their respective obligations to consummate the transactions contemplated by this Agreement. Except for events that are the subject of specific provisions of this Agreement, if any event should occur, either within or outside the control of Purchaser, CVPS or the Company, that would materially delay or prevent fulfillment of the conditions to the obligations of any party hereto to consummate the Initial Closing or the other transactions contemplated by this Agreement, Purchaser, CVPS and the Company will use their respective commercially reasonable and good faith efforts to cure or minimize the same as expeditiously as possible. To the extent reasonably requested by Purchaser, CVPS shall use its commercially reasonable efforts to assist the Company and Purchaser in obtaining and implementing new benefit plans and insurance policies for the Company that would be effective as of the Trigger Date.

(a) Prior to the Trigger Date, subject to Section 5.6(c), except as set forth on Schedule 5.6, each of CVPS and the Company shall not, and shall not permit their respective Subsidiaries or any of their Affiliates, directors, officers, employees, representatives or agents of CVPS, the Company or any of their respective Subsidiaries (collectively, the “Representatives”) to, directly or indirectly, (i) discuss, encourage, negotiate, undertake, initiate, authorize, recommend, propose or enter into, whether as the proposed surviving, merged, acquiring or acquired corporation or otherwise, any transaction involving a merger, consolidation, business combination, purchase, sale or disposition of any material amount of the assets of the Company or any of its Subsidiaries or any of their Investments in the Underlying Projects or any capital stock or other ownership interests (including any issuance or sale of securities in or with respect to the Company or any of its Subsidiaries) of the Company or any of its Subsidiaries or any of their Investments in the Underlying Projects other than the transactions contemplated by this Agreement (each such prohibited transaction, an “Alternative Transaction”), (ii) facilitate, encourage, solicit or initiate discussions, negotiations or submissions of proposals or offers in respect of an Alternative Transaction, (iii) furnish or cause to be furnished, to any Person, any information concerning the business, operations, properties or assets of the Company, its Subsidiaries or any of the Underlying Projects in connection with an Alternative Transaction, or (iv) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to do or seek any of the foregoing; provided, however, that nothing contained in this Section 5.6 or elsewhere in this Agreement shall limit or restrict in any manner CVPS’s ability to consider, negotiate, enter into or consummate any transaction involving its capital stock or assets (other than a transaction primarily involving the Company) and that any such transaction by CVPS shall not constitute an Alternative Transaction.

(b) CVPS and the Company shall (and each of CVPS and the Company shall cause its Representatives to, and CVPS shall cause its Subsidiaries (including the Company) and their Representatives to) immediately cease and cause to be terminated any existing discussions or negotiations with any Persons (other than Purchaser) conducted heretofore with respect to any Alternative Transaction. CVPS and the Company agree not to (and CVPS agrees to cause its Subsidiaries (including the Company) not to) release any third party from the confidentiality and standstill provisions of any agreement to which CVPS, the Company or any of their respective Subsidiaries is a party that relates to an Alternative Transaction.

5.7 Publicity. None of the Purchaser, CVPS or the Company shall issue any press release or public announcement concerning this Agreement, the Purchaser Documents, the Company Documents or the CVPS Documents (or the terms hereof or thereof) or the transactions contemplated hereby or thereby without obtaining the prior written approval of the other party hereto (which approval will not be unreasonably withheld or delayed), except as such disclosure may be required by applicable Law or any rules or regulations of, or listing agreement with, any securities exchange on which Purchaser, CVPS, the Company or any of their respective Affiliates list securities; provided, however, that such party shall have notified and consulted with the other party reasonably prior to making any such required disclosure; provided, further, that, notwithstanding the foregoing, solely with respect to the Purchaser Documents, any party hereto may make such disclosure on a confidential basis to limited partners or prospective limited partners or investors of such party in connection with fundraising and reporting requirements; and provided, further, that neither CVPS nor the Company shall make any disclosure, including any disclosure that may be required by applicable Law, identifying or describing Purchaser, any of its Affiliates, or any of their respective members, partners, managers, directors, officers, employees, stockholders, agents, attorneys or other representatives, without obtaining the prior written approval of Purchaser with respect to such identifying or descriptive disclosure. For the avoidance of doubt, the Purchaser agrees that CVPS may disclose this Agreement, the CVPS Documents and the Company Documents as well as general descriptions thereof and the transactions contemplated hereby and thereby and the parties thereto for purposes of complying with CVPS’s disclosure obligations under the Exchange Act provided that prior to making such disclosure, CVPS shall notify and consult with Purchaser reasonably prior to making such required disclosure.

5.8 Related-Party Transactions with Non-Management Affiliates. On or prior to the Trigger Date, the Company and the Subsidiaries shall (a) terminate all Contracts with any of CVPS and its Subsidiaries or their respective Affiliates (other than (i) the Service Contract, dated June 7, 1996, which shall be amended and restated as of the Trigger Date, in a form reasonably satisfactory to the Purchaser and CVPS (the “Amended and Restated Service Contract”), (ii) those Contracts set forth on Schedule 5.8 and (iii) Contracts between the Company and its Subsidiaries, Contracts between the Company and its Subsidiaries and their respective officers and employees and Contracts, which are not specified on Schedule 5.8 but the continuation of which Purchaser has approved in writing) and (b) deliver releases executed by CVPS, such Subsidiaries and such Affiliates with whom the Company has terminated such Contracts pursuant to this Section 5.8 providing that no further payments are due, or may become due, under or in respect of any such terminated Contacts; provided that in no event shall the Company or any of its Subsidiaries pay any fee or otherwise incur any expense or financial exposure with respect to any such termination or release.

5.9 Monthly Management Reports. As soon as reasonably practicable, but in no event later (i) than 15 days after the end of each calendar month during the period from the date hereof to the Trigger Date, the Company shall provide Purchaser with unaudited monthly financial and operating or management reports (such reports to be in the form prepared by the Company in the Ordinary Course of Business) of the Company and its Subsidiaries for such preceding month, and (ii) than five (5) Business Days after receipt thereof by the Company or any of its Subsidiaries, the Company shall provide Purchaser with any financial, operating and management reports or other financial or operating information provided to the Company or any of its Subsidiaries in respect of any of the Underlying Projects.

5.10 Notification of Certain Matters. Each of CVPS and the Company shall give notice to Purchaser and Purchaser shall give notice to CVPS and the Company, as promptly as reasonably practicable, upon becoming aware of (a) any fact, change, condition, circumstance, event, occurrence or non-occurrence that has caused or is reasonably likely to cause any representation or warranty in this Agreement made by it to be untrue or inaccurate in any material respect at any time after the date hereof and prior to the Initial Closing, (b) any material failure on its part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder or (c) the institution of or the threat of institution of any Legal Proceeding against any of CVPS, the Company, any of their respective Subsidiaries or any of the Underlying Projects related to this Agreement or the transactions contemplated hereby; provided that the delivery of any notice pursuant to this Section 5.10 shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice, or the representations or warranties of, or the conditions to the obligations of, the parties hereto.

5.12 Company Corporate Transfers. Prior to the Initial Closing, pursuant to an agreement in form and substance as set forth in Exhibit E attached hereto, (a) the Company and it Subsidiaries shall transfer or contribute, and CVPS shall cause the Company and its Subsidiaries to transfer or contribute, to CRC or any other Subsidiaries of CVPS (other than the Company and any of its Subsidiaries), all of the Company’s and its Subsidiaries’ rights, title, interest, claims, demands and other Liabilities to the Contracts set forth on Schedule 5.12(a) hereto, and (b) the Company and it Subsidiaries shall, and CVPS shall cause the Company and its Subsidiaries to, with respect to the Persons set forth on Schedule 5.12(b), either (i) liquidate, wind up and dissolve such Persons or (ii) contribute, transfer or assign to CRC or any other Subsidiaries of CVPS (other than the Company and any of its Subsidiaries) all of the respective ownership and other rights, title and interest in, such Persons.

5.13 Resignation of Directors. CVPS shall cause each of the directors of the Company and the Subsidiaries set forth on Schedule 5.13 to submit a letter of resignation effective on or before the Trigger Date.

5.14 Restated Certificate. On or prior to the date of the Trigger Date, the Company shall file (and CVPS shall cause the Company to file) the Restated Certificate and issue CVPS shares of Class A Common Stock as specified on Schedule 5.14.

5.15 Tax Sharing Agreements. On or prior to the Initial Closing Date, all Tax Sharing Agreements to which the Company or any of its Subsidiaries is a party shall be terminated such that except pursuant to the following proviso neither CVPS, the Company nor any Subsidiary of CVPS or the Company will have any obligation to make any payments after the Initial Closing under any such Tax Sharing Agreements; provided, however, that such termination shall not excuse the Company and its Subsidiaries from making all payments due to CVPS or any Affiliate of CVPS (that is not the Company or one of its Subsidiaries), or excuse CVPS or any Affiliate of CVPS (that is not the Company or one of its Subsidiaries) from making payments due to the Company and its Subsidiaries, in each case, under such Tax Sharing Agreements as determined as of the Trigger Date with respect to income Taxes (including all reasonable costs and expenses associated with preparing the Tax Returns on which such income Taxes will be reported) that will be reported on Tax Returns that have not been filed as of the Initial Closing that relate to any Tax periods (or portions thereof in the case of a period which begins before and ends after the Trigger Date) that ends on or before the Trigger Date. The payment and calculation of any payments due and owing with respect to the preceding sentence shall be made in a time and manner consistent with past practice and shall include a payment by CVPS to the Company in an amount equal to the cash Tax Benefit recognized by CVPS or any Affiliate of CVPS (that is not the Company or its Subsidiaries) with respect to any capital loss recognized on the sale of Catamount Development GmbH and Catamount Energy (Gibraltar) Limited, provided, that the amount of such Tax Benefit and the time for paying such Tax Benefit shall be determined using the method of calculation and the time required for payment of Tax Benefits set forth in Section 7.6; provided, further, that notwithstanding any provision to the contrary in this Agreement, the payment of any such Tax Benefit that is recognized as a result of the carryback of such capital loss to a tax period ending on or before December 31, 2004 shall not be due and payable until at least three Business Days after the date on which CVPS actually receives a refund (including for this purpose, receipt of a credit against a Tax liability) of such Taxes from the appropriate Taxing Authority. CVPS shall use commercially reasonable efforts to recognize such cash Tax Benefits as promptly as possible, including, without limitation, by means of filing a capital loss carryback refund claim.

(a) Notwithstanding any provision in this Agreement to the contrary, any refund of a liability for Taxes, whether as the result of an audit or examination, a claim for refund, the filing of an amended return or otherwise, attributable to (i) a liability for Tax for a period which ends on or before December 31, 2004 and (ii) with respect to tax periods that begin after December 31, 2004 that relate to Taxes actually paid by CVPS or any of its Subsidiaries (other than the Company or its Subsidiaries, treating all payments made by the Company or any of its Subsidiaries pursuant to a Tax Sharing Agreement for such tax period as Taxes paid by the Company and not by CVPS or any of its other Subsidiaries) shall belong to CVPS (“CVPS Tax Refunds”), and the Company shall promptly pay any such refund, and the interest actually received thereon, to CVPS upon receipt thereof by the Company; provided, however, that the Company shall be entitled to any refund of Taxes for tax periods ending on or before December 31, 2004 to the extent such refund of Taxes results from the carryback of a loss arising in a taxable period beginning after December 31, 2004 or arising in the portion of a Straddle Period beginning after December 31, 2004 (a “Company Carryback Refund”); provided further, however, that, except as provided in Section 5.15, the Company shall not (and shall make all available elections to not) carryback any such loss to offset income or gain reported on a Tax Return that included CVPS or any Affiliate thereof (other than the Company or any of its Subsidiaries). All other refunds of liabilities for Taxes related to the Company or its Subsidiaries (other than CVPS Tax Refunds) shall belong to the Company.

(b) Notwithstanding any provision in this Agreement to the contrary, the Company and Purchaser (to the extent provided in Section 7.11) shall indemnify and hold harmless CVPS and its Affiliates from and against all liabilities relating to Taxes resulting or arising from or relating or attributable to the request for a Company Carryback Refund.

(c) The Company and its Subsidiaries shall cooperate and take all reasonable steps necessary to allow CVPS to obtain the CVPS Refunds.

(a) Except to the extent provided in Section 5.17(b), all Tax Returns that: (i) relate to a taxable period that ends on or before the Trigger Date or (ii) relates to an Affiliated Group that includes CVPS or any Affiliate thereof, other than a group that is comprised solely of the Company and/or its Subsidiaries (a “CVPS Affiliated Tax Return”) (collectively (i) and (ii) “CVPS Tax Returns”) shall, in each case, be prepared and filed (or caused to be prepared and filed) by CVPS; provided, that any Tax Return which CVPS is required to prepare pursuant to clause (i) that is filed by the Company or an Affiliated Group consisting solely of the Company and/or its Subsidiaries for a tax period that ends after December 31, 2004 (a “Company Straddle Tax Return”) (A) shall be prepared, except to the extent required by law, in accordance with past practices and (B) will be subject to the review and approval of the Company utilizing the time periods and procedures described in Section 5.17(c); provided, further, that with respect to any Tax Return which CVPS is required to prepare pursuant to clause (ii) for a Tax period (or portion thereof) that ends after December 31, 2004 and that includes items relating to the Company or its Subsidiaries, CVPS shall provide to the Company either a schedule setting forth how such items will be reported on the CVPS Affiliated Tax Return or a pro forma copy of a Tax Return containing solely those items of the Company or its Subsidiaries solely for the Company’s review and any such CVPS Affiliated Tax Returns shall, except to the extent required by law, report such items relating solely to the Company and/or its Subsidiaries in a manner that is consistent with past practice.

(b) All Tax Returns that are filed by the Company or any of its Subsidiaries and that include solely the Company or any of its Subsidiaries for a Tax period that begins after December 31, 2004 shall be prepared or caused to be prepared by the Company (at the Company’s or its Subsidiary’s cost).

(c) For purposes of Section 5.17(a), CVPS shall provide to the Company copies of all Company Straddle Tax Returns at least 20 days prior to the date when any such Tax Return is required to be filed for the Company’s review and comments. In the event CVPS and the Company (or Purchaser) have a dispute with respect to any such Tax Return, which the parties cannot settle within 10 days prior to the filing of such Tax Return, the parties agree that such dispute(s) shall be submitted to a nationally recognized law or accounting firm with expertise in the disputed matter (the “Tax Referee”) for a final and binding determination and not take any positions inconsistent or contradictory to such determination. The parties agree that any fees or cost incurred with respect to the Tax Referee shall be borne equally between the parties. In the event the Tax Referee does not render a decision prior to the date on which a Company Straddle Tax Return is required to be filed, then such Tax Return shall be filed in a manner consistent with the Purchaser’s positions and such Tax Return shall be amended to the extent necessary to reflect the Tax Referee’s final determination. Subject to its rights pursuant to Article VII, the Company and its Subsidiaries shall pay all Taxes shown as due on the Tax Returns required to be filed pursuant to this paragraph (b) by the time and in the manner prescribed by applicable law.

(d) Notwithstanding any provision in this Agreement to the contrary, no later than June 30, 2006 (in the case of all information other than information coming from partnership K-1s) and July 31, 2006 (in the case of information coming from partnership K-1s), the Purchaser shall direct and the Company shall, in a manner consistent with prior practice, prepare and provide to CVPS a package of Tax information materials, including, without limitation, schedules and work papers of the Company, its Subsidiaries and, to the extent reasonably available, the Project Companies (the “Tax Package”) that may be required by CVPS to prepare and file CVPS Tax Returns and upon CVPS’ reasonable request, the Company shall provide to CVPS any additional information within its possession that may be requested by CVPS relating to the Company and its Subsidiaries and the Project Companies. The Tax Package shall be prepared in good faith and in a manner consistent with past practice.

(e) Subject to Section 5.17(d) and notwithstanding any other provision in this Agreement to the contrary, CVPS, Purchaser and the Company shall reasonably cooperate, and shall cause their respective Affiliates, agents, auditors, representatives, officers and employees reasonably to cooperate, with respect to all matters relating to Taxes including, in preparing and filing all Tax Returns (including amended returns and claims for refund), maintaining and making available to each other all records necessary in connection with Taxes and with respect to any Tax Claim, which cooperation shall include but not be limited to (i) providing all relevant information that is available to Purchaser, CVPS and/or the Company, as the case may be, with respect to such claim or proceeding, (ii) making personnel available at reasonable times, and (iii) preparation of responses to requests for information, provided that the foregoing shall be done in a manner so as to not interfere unreasonably with the conduct of business by Purchaser, CVPS or the Company, as the case may be. Neither CVPS, the Company nor Purchaser (or any Affiliates thereof) shall dispose of any Tax Returns, Tax schedules, Tax workpapers or any books or records unless it first offers in writing to the other Party the right to take possession of such materials at such other party’s sole expense and the other party fails to accept such offer within 15 days of the offer being made or if an offer is accepted fails to take possession within 30 days of the date on which the offer is made. Any information obtained under this Section 5.17(e) shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or with respect to any Tax Claim.

(f) Notwithstanding any provision in this Agreement to the contrary, neither the Company nor its Subsidiaries shall without the prior written consent of CVPS amend any Tax Return that relates to taxable periods beginning on or prior to December 31, 2004; provided, however, that the Company and/or its Subsidiaries may amend any such Tax Return that does not include CVPS or any Affiliate of CVPS (other than the Company and its Subsidiaries); provided further, however, that, other than in the case of an amendment that is required by Law, the Company and Purchaser shall indemnify and hold harmless CVPS and its Affiliates against any liabilities relating to Taxes resulting or arising from or relating or attributable to the Company and/or its Subsidiaries amending any Tax Returns that relate to taxable periods (or portions thereof in the case of a Straddle Period) ending on or before December 31, 2004.

(a) Retiree Medical. CVPS shall take all necessary actions to effectuate the following: (i) the service of each CEC Employee specified on Schedule 5.18(a) with the Company following the Initial Closing Date shall be recognized for the purposes of eligibility for retiree medical benefits under the retiree medical program sponsored by CVPS, (ii) any such CEC Employee who terminates employment with the Company following the Initial Closing Date shall be deemed to have terminated employment with CVPS, and (iii) CVPS will provide such CEC Employees who terminate employment with the Company following the Initial Closing Date with retiree medical benefits coverage on the same terms as if such CEC Employee had terminated from employment with CVPS.

(b) Pension and Supplemental Retirement Plans. As of the Initial Closing Date, each CEC employee shall be terminated with respect to such employee’s participation in the CVPS Retirement Plan and Supplemental Executive Retirement Plan, as applicable. CVPS shall provide each such CEC Employee with a lump-sum payment in the amount specified on Schedule 5.18(b) in consideration of such termination.

5.19 Insurance. In the event that (i) any claims are made or losses occur prior to the Initial Closing Date, or (ii) losses occur subsequent to the Initial Closing Date, in each case that relate to the Company, any of its Subsidiaries or any of the Underlying Projects and that arise out of actions prior to the Initial Closing Date, and such claims are made (or may be made) against any of the policies set forth on Schedule 3.20, then the Company shall be entitled reasonable access to such insurance policies and shall be entitled to continue to pursue or otherwise file claims directly with the applicable insurance provider and recover proceeds under the terms of such policies. CVPS agrees to provide the Company, upon Company’s reasonable request, updated loss runs, including with respect to the time period commencing five years prior to the Initial Closing and ending on the five year anniversary of the Trigger Date.

5.20 Certain Dispositions. Prior to the Trigger Date, CVPS and the Company agree to reasonably promptly provide Purchaser with informational updates (including any draft documents), as reasonably requested by Purchaser, concerning negotiations or arrangements related to any potential dispositions of the Eckolstadt Windfarm Project and the Kavelstorf Windfarm. In the event of a consummation of any such proposed disposition, CVPS agrees to promptly provide the Purchaser with copies of all definitive documentation (including Tax documentation) with respect thereto. For all purposes under this Agreement, in the event that such dispositions are consummated, such dispositions shall be deemed “Transferred Projects.”

5.21 Purchaser Financial Capability. On the Commitment Date, Purchaser will provide CVPS with a copy of (a) a duly executed equity commitment letter, in form and substance reasonably satisfactory to CVPS, with respect to commitments of Diamond Castle to purchase membership interests and (b) such additional documents as CVPS may reasonably request.

6.1 Initial Closing Conditions Precedent to Obligations of Purchaser. The obligation of Purchaser to consummate the transactions contemplated by this Agreement to be consummated on the Initial Closing Date is subject to the fulfillment, on or prior to the Initial Closing Date, of each of the following conditions precedent (any or all of which may be waived by Purchaser in whole or in part to the extent permitted by applicable Law):

(a) the representations and warranties of CVPS and the Company shall be true and correct as of the date of this Agreement and as of the Initial Closing, as though made at and as of the Initial Closing (except to the extent such representations and warranties expressly speak as of an earlier date, in which case, such representations and warranties shall have been true and correct as of such earlier date), except where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “Material Adverse Effect” or materiality qualifiers set forth therein), individually or in the aggregate, does not cause, or would not reasonably be likely to cause, a Loss or Losses related to the Company, any of its Subsidiaries or the Underlying Projects, whether individually or in the aggregate, of greater than $4,000,000; provided, however, that the representations and warranties contained in (i) the first sentence of Section 3.1(a) (Organization), (ii) Section 3.2 (Authorization of Agreement), (iii) Section 3.4 (Capitalization) and (iv) Section 3.5 (Subsidiaries) shall each be true and correct in all respects;

(b) each of CVPS and the Company shall have performed and complied in all material respects with all obligations and agreements required in this Agreement to be performed or complied with by it on or prior to the Initial Closing Date;

(c) there shall not have been or occurred any event, change, occurrence or circumstance on or prior to the Initial Closing that, individually or in the aggregate with any such events, changes, occurrences or circumstances, has had or could reasonably be expected to have a Material Adverse Effect since the Balance Sheet Date;

(d) no Legal Proceedings shall have been instituted or threatened or claim or demand made against CVPS, the Company, any of the Subsidiaries, any of the Underlying Projects or Purchaser, seeking to restrain or prohibit, or to obtain substantial damages with respect to, the consummation of the transactions contemplated hereby, and there shall not be in effect any Order by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; it being agreed that the parties hereto shall promptly appeal any adverse determination which is not nonappealable (and pursue such appeal with reasonable diligence); provided, however, that Purchaser may not rely on this Section 6.1(d) if such Order was primarily due to Purchaser’s failure to perform any of its obligations under this Agreement;

(e) the Company shall have filed the Restated Certificate, and as of the Initial Closing Date (i) CVPS shall own all of the issued and outstanding Class A Common Stock (which shall, at such time, constitute all of the issued capital stock of the Company) of the Company and (ii) the Company’s certificate of incorporation shall be in the form of the Restated Certificate and the by-laws of the Company shall be in the form of the New By-Laws;

(f) (i) the waiting period under the HSR Act shall have expired and the Company, the Subsidiaries and the Underlying Projects shall have obtained or made any other consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Body required to be obtained or made by it in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby and (ii) each of CVPS, the Company or their respective Subsidiaries shall have obtained all consents, waivers and approvals under all Antitrust Laws and those consents, waivers and approvals referred to in Section 3.3(c) hereof in a form satisfactory to Purchaser;

(g) Purchaser shall have received the written resignations and release of claims to fees or expenses of each of the directors of the Company and the Subsidiaries identified on Schedule 5.13, in each case in form and substance reasonably satisfactory to Purchaser;

(h) (i) the Company shall have approved and authorized a stock option plan for the employees of the Company, substantially in the form as set forth on Exhibit F attached hereto, (ii) each of the persons listed on Schedule 6.1(h)(ii) shall have entered into a Severance Agreement, substantially in the forms attached hereto as Exhibit G-1, and a Letter Agreement terminating, as of the Trigger Date, any prior Change of Control Agreement, substantially in the form attached hereto as Exhibit G-2, (iii) each of the persons listed on Schedule 6.1(h)(iii) shall have entered into a Letter Agreement waiving certain rights pursuant to certain outstanding Change of Control Agreements, substantially in the forms attached hereto as Exhibit G-3, and (iv) CVPS and the Company shall have terminated the Amended and Restated Catamount Energy Corporation 2002 Project Incentive Compensation Plan, dated December 2, 2002 (the “LTIP”) other than with respect to any payments due or that become due with respect to the Sweetwater Wind 3 LLC Development Project, Sweetwater Wind 2 LLC Development Project or a change of control of the Company, pursuant to Section 5.2, Section 5.3 or Section 5.5, as the case may be, of the LTIP;

(i) on and as of the Initial Closing, James J. Moore, Jr. shall be employed as the Chief Executive Officer of the Company;

(j) the Company shall have paid, or given irrevocable instructions satisfactory to Purchaser to pay on the Initial Closing Date all transaction fees and expenses of Purchaser required to be paid by the Company as of such date pursuant to Section 9.1;

(k) each of CVPS and the Company shall have executed the Amended and Restated Service Contract;

(l) the Company shall have obtained the Required Consents in a form satisfactory to Purchaser and copies thereof shall have been delivered to Purchaser;

(m) each of CVPS, CRC and the Company shall have caused the Stockholders’ Agreement and the Registration Rights Agreement, substantially in the form as set forth on Exhibit H hereto (the “Registration Rights Agreement”), to be duly executed and delivered to Purchaser on its behalf; and

6.2 Initial Closing Conditions Precedent to Obligations of the Company and CVPS. The obligations of CVPS and the Company to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Initial Closing Date, of each of the following conditions precedent (any or all of which may be waived by CVPS and the Company in whole or in part to the extent permitted by applicable Law):

(a) the representations and warranties of Purchaser shall be true and correct, as of the date of this Agreement and as of the Initial Closing, as though made at and as of the Initial Closing (except to the extent such representations and warranties expressly speak as of an earlier date, in which case, such representations and warranties shall have been true and correct as of such earlier date), except where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “Material Adverse Effect” or materiality qualifiers set forth therein), individually or in the aggregate, does not have, and would not reasonably be likely to have, a material adverse effect on the ability of the Purchaser to perform any of its obligations under this Agreement and any Purchaser Agreement;

(b) Purchaser shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by Purchaser on or prior to the Initial Closing Date;

(c) no Legal Proceedings shall have been instituted or threatened or claim or demand made against CVPS, the Company, any of the Subsidiaries, any of the Underlying Projects or Purchaser, seeking to restrain or prohibit, or to obtain substantial damages with respect to, the consummation of the transactions contemplated hereby, and there shall not be in effect any Order by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; it being agreed that the parties hereto shall promptly appeal any adverse determination which is not nonappealable (and pursue such appeal with reasonable diligence); provided, however, that CVPS and the Company may not rely on this Section 6.2(c) if such Order was primarily due to the failure of CVPS and the Company to perform any of their obligations under this Agreement;

(d) (i) the waiting period under the HSR Act shall have expired or early termination shall have been granted and Purchaser shall have obtained or made any other consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Body required to be obtained or made by it in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby and (ii) the Purchaser shall have obtained all consents, waivers and approvals under all Antitrust Laws and those consents, waivers and approvals referred to in Section 4.3(b) hereof in a form satisfactory to CVPS and the Company;

(e) (i) the Company shall have approved and authorized a stock option plan for the employees of the Company, substantially in the form as set forth on Exhibit F attached hereto, (ii) each of the persons listed on Schedule 6.1(h)(ii) shall have entered into a Severance Agreement, substantially in the forms attached hereto as Exhibit G-1, and a Letter Agreement terminating, as of the Trigger Date, any prior Change of Control Agreement, substantially in the form attached hereto as Exhibit G-2, and (iii) each of the persons listed on Schedule 6.1(h)(iii) shall have entered into a Letter Agreement waiving certain rights pursuant to certain outstanding Change of Control Agreements, substantially in the forms attached hereto as Exhibit G-3; and

(f) Purchaser shall have caused the Stockholders’ Agreement and the Registration Rights Agreement to be duly executed and delivered to CVPS and the Company on its behalf.

6.3 Conditions Precedent to Obligations of Purchaser After the Initial Closing. With respect to each Subsequent Closing, the obligation of Purchaser to consummate the transactions contemplated by this Agreement at such Subsequent Closing is subject only to the fulfillment, on or prior to the applicable Subsequent Closing Date for such transaction, of each of the following conditions precedent (any or all of which may be waived by Purchaser in whole or in part to the extent permitted by applicable Law):

(a) with respect to each Subsequent Closing other than the Final Closing, the Company shall have notified Purchaser of a sale and purchase of a portion of Shares (including, without limitation, the applicable amount of Class A Common Stock to be sold at such Closing and the purchase price therefor) pursuant to the Purchase Commitment at least 15 Business Days prior to the applicable Subsequent Closing Date;

(b) with respect to each Subsequent Closing other than the Final Closing, the Company shall have specifically identified to Purchaser (which notification may be included in the notice provided to Purchaser under this Section 6.3(b)) a use of proceeds thereof promptly after such applicable Subsequent Closing for near-term expenditures of the Company (including Investments in new projects or Investments in Underlying Projects);

(c) there shall not be in effect any Order by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; it being agreed that the parties hereto shall promptly appeal any adverse determination which is not nonappealable (and pursue such appeal with reasonable diligence); provided, however, that Purchaser may not rely on this Section 6.3(c) if such Order was primarily due to Purchaser’s failure to perform any of its obligations under this Agreement; and

6.4 No Conditions Precedent to the Purchase of the Remaining Shares. In the event that this Agreement has not been terminated earlier pursuant to the terms hereof, the obligation of Purchaser to consummate the Final Purchase on the Final Closing Date shall be unconditional. Concurrently with the completion of the Final Purchase, (i) share certificates for the Remaining Shares of Class A Common Stock shall be delivered to the Purchaser upon payment in full by the Purchaser of the applicable purchase price determined pursuant to this Agreement and (ii) the one share of the Class B Common Stock held by the Purchaser shall automatically convert into one share of the Class A Common Stock.

7.1 Survival of Representations and Warranties. The representations and warranties of the parties contained in this Agreement, any certificate delivered pursuant hereto or any Company Document, CVPS Document or Purchaser Document shall survive the Initial Closing through and including June 30, 2007; provided, however, that the representations and warranties (a) of CVPS and the Company in the first sentence of Section 3.1 (Organization), Section 3.2 (Authorization), Section 3.4 (Capitalization), all sentences except the third sentence of Section 3.5(a) (Subsidiaries) and the third sentence of Section 3.5(b) (Subsidiaries) shall survive the Initial Closing indefinitely, (b) of CVPS and the Company in Section 3.15 (Employee Benefit Plans) and Section 3.19 (Environmental) (but only as it relates to the Rumford and Ryegate Underlying Projects, it being agreed that Section 3.19 as it relates to any other matter shall survive only as specified in clauses (i) and (ii) hereof without giving effect to this proviso) shall survive the Initial Closing until 60 days following the expiration of the applicable statute of limitations with respect to the particular matter that is the subject matter thereof, (c) of Purchaser in Section 4.1 (Organization) and Section 4.2 (Authorization) shall survive the Initial Closing indefinitely (in each case, the “Survival Period”), and (d) of CVPS and the Company in Sections 3.9(a)(iv) and (v) and Section 3.10 (Taxes) shall not survive the Initial Closing Date; provided, however, that any obligations under Section 7.2(a)(i) shall not terminate with respect to any Losses as to which the Person to be indemnified shall have given notice (stating in reasonable detail the basis of the claim for indemnification) to the indemnifying party in accordance with Section 7.3(a) before the termination of the applicable Survival Period.

(a) Subject to Section 7.1, from and after the Trigger Date, CVPS hereby agrees to defend, indemnify and hold the Company (solely in the case of Losses under clause (iii), (iv), (v) or (vi) below), Purchaser, its Affiliates (other than the Company, its Subsidiaries and the Project Companies) and their respective members, partners, managers, directors, officers, employees, Affiliates, stockholders, agents, attorneys, representatives, successors and assigns (collectively, the “Purchaser Indemnified Parties”) harmless from and against, and pay to the applicable Purchaser Indemnified Parties the amount of any and all Losses actually incurred by such Purchaser Indemnified Parties, including, in the case of clause (i) or (ii) below, any diminution of value of the Company Equity Securities held by such Purchaser Indemnified Parties, attributable to Losses from any of the following:

(i) based upon, attributable to or resulting from the failure of any of the representations or warranties made by CVPS or the Company in this Agreement or in any CVPS Document or Company Document to be true and correct in all respects at and as of the date hereof and at and as of the Initial Closing Date;

(ii) based upon, attributable to or resulting from the breach of any covenant or other agreement on the part of CVPS or the Company under this Agreement or any CVPS Document or Company Document;

(iii) arising from or related to any fees, commissions, or like payments by any Person having acted or claiming to have acted, directly or indirectly, as a broker, finder or financial advisor for CVPS, the Company or any of their respective Subsidiaries in connection with the transactions contemplated by this Agreement;

(iv) except to the extent otherwise provided for in Sections 5.15, 5.16(b) and 5.17(f), arising from or related to (A) a breach of the covenants made by CVPS in Sections 5.15, 5.16, 5.17 and Section 7.5, but only to the extent the covenants in Section 7.5 relate to tax matters, and (B) any Taxes owed by the Company, any of its Subsidiaries or any of the Underlying Projects with respect to all taxable periods ending on or prior to December 31, 2004;

(vi) arising from or related to the Transferred Projects or based upon, attributable to or resulting from any agreement related to the Transferred Projects.

provided, that if the Purchaser Indemnified Parties assert an indemnity claim with respect to a Loss under any subsection of this Section 7.2 and are paid in full with respect to such indemnity claim, then the Purchaser Indemnified Parties shall not be entitled to assert an additional indemnity claim with respect to the same Loss under any other subsection of this Section 7.2; provided, further, that with respect to clauses (i) and (ii), CVPS shall not be obligated to indemnify any Purchaser Indemnified Party for any Loss arising out of any breach of representation or covenant hereunder as a result of any action or omission at the direction of the Purchaser pursuant to this Agreement and, provided further, that with respect to clause (i) Losses resulting from unforeseen financial impact on the Company, CVPS shall have the option of paying the amount of such unforeseen financial impact (solely if such amount is agreed upon by Purchaser and CVPS) to the Company, in satisfaction of any claim for indemnification hereunder relating to such impact.

(b) Subject to Section 7.1, from and after the Trigger Date, the Purchaser (in the case of any Losses under clause (i), (ii) or (iv) below) or in the case of Losses under clause (iii) below, the Company and its Subsidiaries (and the Purchaser but only as of the time set forth in Section 7.11), as the case may be, hereby agrees to defend, indemnify and hold CVPS, the Company, their respective members, partners, managers, directors, officers, employees, Affiliates, stockholders, agents, attorneys, representatives, successors and assigns (collectively, the “CVPS Indemnified Parties”; together with the Purchaser Indemnified Parties, the “Indemnified Parties”) harmless from and against, and pay to the applicable CVPS Indemnified Parties the amount of, any and all Losses actually incurred by such CVPS Indemnified Parties:

(i) based upon, attributable to or resulting from the failure of any of the representations or warranties made by the Purchaser in this Agreement, any CVPS Document, Company Document or Purchaser Document to be true and correct in all respects at and as of the date hereof and at and as of the Initial Closing Date;

(ii) based upon, attributable to or resulting from the breach of any covenant or other agreement on the part of the Purchaser under this Agreement or any CVPS Document or Company Document;

(iii) based upon (A) a breach of the covenants made by the Company and its Subsidiaries in Sections 5.15 through 5.17 and Section 7.5 but only to the extent the covenants in Section 7.5 relate to tax matters, (B) Taxes imposed on or with respect to the Company, its Subsidiaries or the Underlying Projects for taxable periods beginning after December 31, 2004 (but with respect to clause (B) not including any such Taxes to the extent such Taxes are actually attributable to CVPS or its Subsidiaries (but not including the Company and its Subsidiaries) and the Company and/or its Subsidiaries are held liable for such Tax under Treasury Regulation section 1.1502-6 or any similar provision of state, local or foreign law), and (C) any amounts subject to indemnification under Section 5.16(b); and

(iv) arising from or related to any fees, commissions, or like payments by any Person having acted or claiming to have acted, directly or indirectly, as a broker, finder or financial advisor for the Purchaser or any of its Subsidiaries in connection with the transactions contemplated by this Agreement.

(c) For purposes of determining the failure of any representations or warranties to be true and correct, the breach of any covenants and agreements, and calculating Losses hereunder, any materiality or Material Adverse Effect qualifications in the representations, warranties, covenants and agreements (other than the Material Adverse Effect qualification in the first sentence of Section 3.9) shall be disregarded.

(d) The right to indemnification or any other remedy based on representations, warranties, covenants and agreements in this Agreement, or any Company Document, CVPS Document or Purchaser Document shall not be affected by any investigation conducted at any time, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Initial Closing Date, with respect to the accuracy or inaccuracy of, or compliance with, any such representation, warranty, covenant or agreement. The waiver of any condition based on the accuracy of any such representation or warranty, or on the performance of or compliance with any such covenant or agreements, will not affect the right to indemnification or any other remedy based on such representations, warranties, covenants and agreements.

(e) For purposes of Section 7.2(a)(iv) and 7.2-(b-)(iii), with respect to any taxable period that begins before December 31, 2004 and ends after December 31, 2004 (a “Straddle Period”), the amount of Tax (as calculated at the end of the applicable taxable period) that is allocable to the Company and its Subsidiaries for the period ending on or before December 31, 2004 shall be:

(i) in the case of Taxes imposed on a periodic basis or otherwise measured by the level of any item, deemed to be the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), multiplied by a fraction the numerator of which is the number of calendar days in the period beginning prior to December 31, 2004 and ending on December 31, 2004 and the denominator of which is the number of calendar days in the entire period irrespective of the lien or assessment date of such Taxes; and

(ii) to the extent not subject to clause (i), in the case of Taxes imposed on or measured by income, gross receipts, wages, expenses or other similar periodic measures or imposed on sales, assignments or any other transfers of any property, deemed equal to the amount which would be payable if the taxable year ended on December 31, 2004 (based on an interim closing of the books as of the close of such date).

7.3 Mitigation. Each Indemnified Party shall use its commercially reasonable efforts, at the expense of the Indemnifying Party (as defined below), to mitigate any claim or liability that an Indemnified Party asserts or is reasonably likely to assert under this Article VII.

7.4 Deductible; Maximum Liability. Neither CVPS nor the Purchaser (in such capacity, each an “Indemnifying Party”) shall be obligated to indemnify and hold harmless Purchaser Indemnified Parties under Section 7.2(a)(i) or the CVPS Indemnified Parties under Section 7.2(b)(i), as the case may be, unless and until the aggregate amount of all Losses by the Purchaser Indemnified Parties under such Section 7.2(a)(i) or the CVPS Indemnified Parties under Section 7.2(b)(i), as the case may be, exceeds $1,500,000 for all Losses (the “Deductible”), at which point CVPS, the Company or the Purchaser, as the case may be, shall be liable to their respective Indemnified Parties for the value of such Indemnified Parties’ claims under Section 7.2(a)(i) or Section 7.2(a)(ii) or Section 7.2(b)(i) or Section 7.2(b)(ii), as the case may be, that is in excess of the Deductible, subject to the limitations set forth in this Article VII; provided, that, the Deductible limitation shall not apply to Losses related to the failure to be true and correct of any of the representations and warranties set forth in the first sentence of Section 3.1 (Organization), Section 3.2 (Authorization), Section 3.4 (Capitalization), all sentences except the third sentence of Section 3.5(a) (Subsidiaries), the third sentence of Section 3.5(b) (Subsidiaries), Section 3.22 (Related Party Transactions), Section 3.23 (Financial Advisors), Section 4.1 (Organization), Section 4.2 (Authorization), and Section 4.6 (Financial Advisors). The maximum aggregate liability of CVPS under Section 7.2(a)(i) or Section 7.2(a)(ii) and the Purchaser under Section 7.2(b)(i) or Section 7.2(b)(ii), as the case may be, to their respective Indemnified Parties shall be $15,000,000 (the “Cap”); provided, that, the Cap shall not apply to Losses related to the failure to be true and correct of any of the representations and warranties set forth in the first sentence of Section 3.1 (Organization), Section 3.2 (Authorization), Section 3.4 (Capitalization), the second and fourth sentence of Section 3.5(a) (Subsidiaries), Section 3.22 (Related Party Transactions), Section 3.23 (Financial Advisors), Section 4.1 (Organization), Section 4.2 (Authorization), and Section 4.6 (Financial Advisors).

(a) A claim for indemnification for any matter not involving a third party claim may be asserted by notice to the applicable Indemnifying Party; provided, however, that failure to so notify such Indemnifying Party shall not preclude any Indemnified Party from any indemnification which it may claim in accordance with this Article VII.

(b) In the event that any Legal Proceedings or Tax Claim shall be instituted or that any claim or demand shall be asserted by any third party in respect of which indemnification may be sought under Section 7.2 hereof (a “Third Party Claim”), the Indemnified Party shall promptly, in any event within 15 days after such Indemnified Party has actual knowledge of the facts constituting the basis for indemnification, cause written notice of the assertion of any Third Party Claim of which it has knowledge which is covered by this indemnity to be forwarded to the Indemnifying Party. The failure of the Indemnified Party to give reasonably prompt notice of any Third Party Claim shall not release, waive or otherwise affect the Indemnifying Party’s obligations with respect thereto except to the extent that Indemnifying Party can demonstrate actual loss and prejudice as a result of such failure. Subject to the provisions of this Section 7.5, Indemnifying Party shall have the right, at its sole expense, to be represented by counsel of its choice, which must be reasonably satisfactory to the Indemnified Party, and to defend against, negotiate, settle or otherwise deal with any Third Party Claim which relates to any Losses indemnified against hereunder; provided that Indemnifying Party shall have acknowledged in writing to the Indemnified Party its obligation to indemnify the Indemnified Party as provided hereunder; provided, however, that notwithstanding any other provision to the contrary, the conduct of any Third Party Claim for Taxes of an Affiliated Group or other consolidated, combined, unitary or aggregate group of which CVPS or any Subsidiary thereof is a member (a “CVPS Tax Claim”) shall in all cases be controlled by CVPS; provided, however, that with respect to a CVPS Tax Claim, CVPS shall not settle any Tax Claims relating solely to Catamount or its Subsidiaries for a taxable period commencing after December 31, 2004 without first obtaining the consent of Catamount, which consent shall not be unreasonably withheld. Except with respect to a CVPS Tax Claim, if the Indemnifying Party elects to defend against, negotiate, settle or otherwise deal with any Third Party Claim which relates to any Losses indemnified by it hereunder, it shall within 15 days of the Indemnified Party’s written notice of the assertion of such Third Party Claim (or sooner, if the nature of the Third Party Claim so requires) notify the Indemnified Party of its intent to do so; provided, that Indemnifying Party must conduct the defense of the Third Party Claim actively and diligently thereafter in order to preserve its rights in this regard. If the Indemnifying Party elects not to defend against, negotiate, settle or otherwise deal with any Third Party Claim (other than a CVPS Tax Claim) which relates to any Losses indemnified against hereunder, fails to notify the Indemnified Party of its election as herein provided or contests its obligation to indemnify the Indemnified Party for such Losses under this Agreement, the Indemnified Party may defend against, negotiate, settle or otherwise deal with such Third Party Claim. If the Indemnified Party defends any Third Party Claim, then the Indemnifying Party shall reimburse the Indemnified Party for the expenses of defending such Third Party Claim upon submission of periodic bills. If the Indemnifying Party shall assume the defense of any Third Party Claim, the Indemnified Party may participate, at his or its own expense, in the defense of such Third Party Claim; provided, however, that such Indemnified Party shall be entitled to participate in any such defense with separate counsel at the expense of the Indemnifying Party if (i) so requested by Indemnifying Party to participate or (ii) in the reasonable opinion of counsel to the Indemnifying Party, a conflict or potential conflict exists between the Indemnified Party and the Indemnifying Party that would make such separate representation advisable; and provided, further, that the Indemnifying Party shall not be required to pay for more than one such counsel for all Indemnified Parties in connection with any Third Party Claim. The parties hereto agree to provide reasonable access to the other to such documents and information as may be reasonably requested in connection with the defense, negotiation or settlement of any such Third Party Claim. Notwithstanding anything in this Section 7.5 to the contrary, neither the Indemnifying Party nor the Indemnified Party shall, without the written consent of the other party, settle or compromise any Third Party Claim (other than a CVPS Tax Claim) or permit a default or consent to entry of any judgment unless the claimant or claimants and such party provide to such other party an unqualified release from all liability in respect of the Third Party Claim. If the Indemnifying Party makes any payment on any Third Party Claim, the Indemnifying Party shall be subrogated, to the extent of such payment, to all rights and remedies of the Indemnified Party to any insurance benefits or other claims of the Indemnified Party with respect to such Third Party Claim. Notwithstanding anything in this Section 7.5(b) to the contrary, with respect to any Tax Claim the Indemnifying Party shall keep the Indemnified Party reasonably informed and consult in good faith with the Indemnified Party and its tax advisors with respect to any issue relating to any Tax Claim controlled by the Indemnified Party that could adversely affect the Indemnified Party, including, but not limited to providing the Indemnified Party with copies of all material correspondence, notices and other written materials received from any Taxing Authorities, advising the Indemnified Party of any significant developments in such Tax Claim to the extent such development could adversely affect the Indemnified Party and providing the Indemnified Party with a copy of any written submission to be sent to a Taxing Authority prior to the submission thereof and giving good faith consideration to any comments or suggested revisions that the Company or its tax advisors may have with respect thereto; provided, however, that the Indemnifying Party will have sole discretion with respect to the control of the conduct of any such Tax Claim.

(c) After any final decision, judgment or award shall have been rendered by a Governmental Body of competent jurisdiction and the expiration of the time in which to appeal therefrom, or a settlement shall have been consummated, or the Indemnified Party and the Indemnifying Party shall have arrived at a mutually binding agreement, in each case with respect to a Third Party Claim hereunder, the Indemnified Party shall forward to the Indemnifying Party notice of any sums due and owing by the Indemnifying Party pursuant to this Agreement with respect to such matter and the Indemnifying Party shall pay all of such remaining sums so due and owing to the Indemnified Party by wire transfer of immediately available funds within five Business Days after the date of such notice.

7.6 Insurance and Tax Benefits. (a) Notwithstanding anything contained in this Agreement to the contrary, Losses shall be determined net of any insurance or other prior or subsequent recoveries actually received (net of any deductible amounts) by the Indemnified Party or its Affiliates in connection with the facts giving rise to the right of indemnification; provided, however, that any increase in premium of the insurance policy directly attributable to the claim made with respect thereto and arising within three years of such claim being made shall itself be considered a “Loss” for all purposes of this Article VII.

(b) Any indemnity payments made pursuant to this Agreement by CVPS to Purchaser or by the Company, its Subsidiaries or Purchaser to CVPS shall be made net of any Tax Benefit available to the recipient of such payment that results from the loss giving rise to such indemnity payments. For purposes of determining the amount of any Tax Benefit, the recipient of the Tax Benefit shall be deemed to pay Tax at the highest U.S. federal income tax corporate marginal rate in effect in the year such indemnifiable loss is incurred and if a Tax Benefit resulting from an indemnifiable loss is available in multiple Tax years, the amount of such Tax Benefit shall be determined in good faith (taking into account the reasonably anticipated tax positions of the Indemnified Party realizing the Tax Benefit during the relevant tax periods) equal to the net present value of all such available Tax Benefits for all tax years calculated by using a discount rate equal to the long-term applicable federal rate for the month in which such indemnifiable loss is incurred. If the parties cannot agree as to the amount of a Tax Benefit within 20 days after the date upon which the associated indemnity payment is due pursuant to this Agreement, then such dispute shall be submitted to the Tax Referee for settlement based upon the facts and circumstances that exist as of the time of the dispute. With respect to any such dispute the decision of the Tax Referee shall be binding and final and CVPS and the Purchaser shall each bear one-half of the cost of the Tax Referee. If a Taxing Authority treats an indemnity payment different from the treatment described in Section 7.8 and any indemnification payment hereunder is determined to be taxable to the Indemnified Party by any Taxing Authority, the indemnity payment payable by the Indemnifying Party shall be increased as necessary to ensure that, after all required Taxes on the indemnity payment are paid (including Taxes applicable to any increases in the indemnity payment under this Section 7.6(b)), the Indemnified Party retains the amount it would have retained if the indemnity payment was not taxable.

7.7 No Right of Contribution or Recourse. CVPS shall have no right of contribution or other recourse against the Company, its Subsidiaries or any of the Underlying Projects or their respective partners, members, managers, directors, officers, employees, Affiliates, agents, attorneys, representatives, assigns or successors for any Third Party Claims asserted by Purchaser Indemnified Parties, it being acknowledged and agreed that, except as specifically contemplated, the covenants and agreements of the Company are solely for the benefit of the Purchaser Indemnified Parties.

7.8 Tax Treatment of Indemnity Payments. CVPS, the Company and Purchaser agree to treat any indemnity payment made pursuant to this Article VII as an adjustment to the Purchase Price or a contribution to capital for all Tax purposes.

7.9 Exclusive Remedies. The parties expressly acknowledge that the provisions of this Article VII shall be the sole and exclusive remedy for Losses caused as a result of breaches of the representations, warranties and agreements contained in this Agreement, except that (i) the parties shall not be limited to the remedies provided in this Article VII with respect to any agreements and covenants to be performed after the Initial Closing Date, (ii) the remedies of injunction and specific performance shall remain available to the parties hereto with respect to breaches of covenants or agreements contained in this Agreement and (iii) the parties shall not be limited to the remedies provided in this Article VII with respect to any claims relating to fraud or intentional misrepresentation by a party or any of its Affiliates or their respective officers, employees or agents in connection with the transactions contemplated by this Agreement.

7.10 No Offset Against the Purchase Price. No portion of the purchase price for any Shares purchased or to be purchased pursuant to this Agreement or the Put Option shall be offset or reduced by the Losses indemnifiable by CVPS pursuant to Section 7.2(a) hereof.

(a) Notwithstanding any provision in this Agreement to the contrary, the indemnities provided to CVPS in Sections 5.15, 5.16(b), 5.17(f) and Section 7.2(b)(iii) shall run from the Company and its Subsidiaries to CVPS until such time when the transaction contemplated by the Put Option is consummated and, as of the date the transaction contemplated by the Put Option is consummated, such indemnities shall run from both the Company and its Subsidiaries and Purchaser to CVPS.

(b) Notwithstanding any provision in this Agreement to the contrary, the parties expressly acknowledge that the provisions of Sections 7.2(a)(iv) and 7.2(b)(iii) shall be the sole and exclusive remedy for Losses relating to or resulting from Taxes imposed on the basis of income or gain, franchise, withholding, sales, use, value added, property or ad valorem Taxes except for any such Losses resulting from a Third Party Claim (other than a claim brought by a Governmental Body responsible for the collection of such Taxes).

8.1 Termination of Agreement. This Agreement may be terminated and the transactions contemplated hereby abandoned as follows:

(ii) at the election of either the Company or Purchaser if the Initial Closing has not occurred on or prior to December 31, 2005;

(iii) (by written notice from Purchaser to CVPS and the Company that there has been an event, change, occurrence or circumstance, individually or in the aggregate with any such events, changes, occurrences or circumstances that has had or would reasonably be expected to have a Material Adverse Effect and that could not reasonably be expected to be cured prior to December 31, 2005;

(iv) (at the election of Purchaser if CVPS or the Company shall have breached or failed to perform any of its representations, warranties, covenants or agreements set forth in this Agreement that are required of CVPS and the Company on or prior to the Initial Closing, or if any representation or warranty of CVPS or the Company shall have become untrue, in either case such that the conditions set forth in Sections 6.1(a) or 6.1(b) would not be satisfied and such breach is incapable of being cured or, if capable of being cured, shall not have been cured within thirty (30) Business Days following receipt by CVPS or the Company, as applicable, of notice of such breach from the Purchaser; or

(v) at the election of the Company if Purchaser shall have breached or failed to perform any of its representations, warranties, covenants or agreements set forth in this Agreement that are required of Purchaser on or prior to the Initial Closing, or if any representation or warranty of Purchaser shall have become untrue, in either case such that the conditions set forth in Sections 6.2(a) or 6.2(b) would not be satisfied and such breach is incapable of being cured or, if capable of being cured, shall not have been cured within thirty (30) Business Days following receipt by Purchaser of notice of such breach from CVPS or the Company; or

(b) prior to any Closing (including, without limitation, the Initial Closing); provided, however, that any such termination shall not affect the binding force and effect of the transactions that shall have been consummated at any Closing occurring on or prior to such date of termination:

(i) at the election of any of CVPS, the Company or Purchaser if there shall be in effect a final nonappealable Order of a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby (including, without limitation, the consummation of any further purchase pursuant to the Purchase Commitment if such Order shall arise after the date of any prior Closing hereunder); it being agreed that the parties hereto shall promptly appeal any adverse determination which is not nonappealable (and pursue such appeal with reasonable diligence); provided, however, that the right to terminate this Agreement under this Section 8.1(b)(i) shall not be available to a party if such Order was primarily due to the failure of such party to perform any of its obligations under this Agreement;

(ii) at the election of CVPS if the Trigger Date has not occurred prior to December 31, 2005; or

(iii) at the election of Purchaser if the Put Option shall have been exercised and the transactions contemplated thereby shall have been consummated.

8.2 Procedure Upon Termination. (a) (i) In the event of termination and abandonment by Purchaser, CVPS or the Company, or all of them, pursuant to Section 8.1 written notice thereof shall forthwith be given to the other parties, and this Agreement shall terminate, and the purchase of the Shares hereunder (or, in the event a Closing or Closings hereunder shall have been already consummated, any further purchase of shares of Class A Common Stock pursuant to the Purchase Commitment) shall be abandoned, without further action by Purchaser, CVPS or the Company and (ii) if such termination occurs after the Initial Closing Date (or the Trigger Date in the event that the Share of Class B Stock is not delivered until that date as provided in Section 2.7), the one share of the Class B Common Stock held by the Purchaser shall be automatically converted into one share of the Class A Common Stock.

(b) In the event that this Agreement is terminated pursuant to Section 8.1(b)(ii), CVPS shall have the option to repurchase, upon 15 days prior notice to Purchaser, all Shares previously sold to Purchaser. The per share price for any such repurchase shall be either (i) the price paid by Purchaser for such Shares or (ii) if CVPS is reacquiring the Shares contemporaneously with consummation of an Alternative Transaction, the per share price that CVPS or the Company is receiving for the Shares in the Alternative Transaction.

8.3 Effect of Termination. In the event that this Agreement is validly terminated as provided herein, then each of the parties shall be relieved of their duties and obligations arising under this Agreement after the date of such termination and such termination shall be without liability to Purchaser, CVPS or the Company; provided, however, if this Agreement is terminated by Purchaser pursuant to Section 8.1(a)(iv) because of an intentional breach by CVPS, CVPS and the Company, jointly and severally agree, in addition to any other liabilities accruing hereunder, to be liable for and shall pay within five Business Days after such termination the cost of all filing or other fees paid by Purchaser to any Governmental Body in respect of the transactions contemplated by this Agreement and reimburse Purchaser for all out-of-pocket expenses, including accounting and legal fees and disbursements; provided, however, if this Agreement is terminated by CVPS and the Company pursuant to Section 8.1(b)(ii) or Section 8.1(a)(v) because of an intentional breach by the Purchaser, the Purchaser agrees, in addition to any other liabilities accruing hereunder, to be liable for and shall pay within five Business Days after such termination the cost of all filing or other fees paid by CVPS or the Company to any Governmental Body in respect of the transactions contemplated by this Agreement and reimburse CVPS and the Company for all out-of-pocket expenses, including accounting and legal fees and disbursements; provided, further, solely in the event of a termination of this Agreement by Purchaser pursuant to Section 8.1(b)(iii), Sections 5.16, 5.17, 5.18 and 5.19 and the obligations of the parties set forth in Article VII shall survive any such termination and shall be enforceable hereunder; and provided, further, notwithstanding anything to the contrary herein, that the obligations of the parties set forth in this Section 8.3, Article IX, Section 5.1 (solely with respect to the confidentiality provisions) and Section 5.7 hereof shall survive any termination and shall be enforceable hereunder.

(a) For purposes of this Section 9.1, “Transaction Expenses” shall mean, with respect to the Purchaser or CVPS, as the case may be, all reasonable and documented (i) out-of-pocket costs and expenses of such party, and (ii) fees and out-of-pocket expenses payable to third parties (other than Excluded Expenses) paid or payable by such party, in connection with the investigation, preparation, execution and delivery of this Agreement (and due diligence related thereto) and the other instruments and documents to be delivered hereunder and the transactions contemplated hereby, including accounting and legal fees and disbursements; provided, that all Transaction Expenses incurred by the Company or its Subsidiaries (other than Excluded Expenses) related to the transactions contemplated by this Agreement shall be deemed to be Transaction Expenses of CVPS; “Excluded Expenses” shall mean any costs and expenses of the Company, any of its Subsidiaries or CVPS paid or payable to third parties in respect of, or in connection with, any Alternative Transaction subsequent to December 31, 2004. In addition, CVPS shall either pay, or reimburse the Company for any payments it makes with respect to, any amounts payable or paid to Company employees under Section 5.5 of the Company’s 2002 Incentive Plan. For purposes of this Section 9.1(a), it is agreed that Transaction Expenses shall not include either (i) fees and expenses of Elaine Rollins, (ii) fees and expenses of the Company’s independent auditors incurred in connection with the preparation of audited financial statements for the Company or (iii) fees and expenses incurred by a party pursuant to Sections 5.15, 5.16, 5.17 and 7.5, and such expenses shall be borne by the Company.

(b) (i) At least three Business Days prior to the Initial Closing Date, CVPS shall deliver to Purchaser a schedule setting forth a good faith estimate of its Transaction Expenses and the Company shall deliver to CVPS a schedule setting forth a good faith estimate of the Excluded Expenses, all in reasonable detail as to the Persons to whom such costs and expenses are owed or have been paid and the applicable amounts owed or paid to CVPS. Immediately upon the consummation of the Initial Closing, the Company shall pay all Transaction Expenses of CVPS (solely to the extent that such Transaction Expenses have been paid or are payable by CVPS and not by the Company or any of its Subsidiaries) up to a maximum amount of $750,000.

(ii) At least three Business Days prior to the Trigger Date, Purchaser shall deliver to CVPS and the Company a schedule setting forth a good faith estimate of its Transaction Expenses and the Company shall deliver to Purchaser a schedule setting forth a good faith estimate of the Excluded Expenses, all in reasonable detail as to the Persons to whom such costs and expenses are owed or have been paid and the applicable amounts owed or paid to Purchaser. Immediately prior to the issuance of the share of Class B Common Stock, the Company shall pay all Transaction Expenses of Purchaser up to a maximum amount of $1,500,000.

(iii) CVPS will indemnify and reimburse the Company, from time to time, upon demand, an amount equal to the sum of (A) all Excluded Expenses actually paid by the Company (other than amounts expressly agreed to be borne by the Company as specified in Section 9.1(a) above) or any of its Subsidiaries, whether the amounts of such Excluded Expenses are determined as of or subsequent to the Trigger Date and (B) subject to clause (i) hereof, all Transaction Expenses actually paid by the Company or any of its Subsidiaries, whether the amounts of such Transaction Expenses are determined as of or subsequent to the Trigger Date.

(c) All Transfer Taxes incurred in connection with this Agreement and the transactions contemplated hereby shall be borne by the party on which such taxes are imposed. The party on which such taxes are imposed will file, to the extent required by applicable law, all necessary Tax Returns (as defined in the Subscription Agreement) and other documentation with respect to all such Transfer Taxes.

9.2 Specific Performance. Each party hereto acknowledges and agrees that a breach of this Agreement would cause irreparable damage to the other party and that the other party will not have an adequate remedy at law. Therefore, the obligations of either party under this Agreement and the Put Option, including but not limited to the Company’s obligation to sell the Shares to Purchaser and the Purchaser’s obligations to buy the Shares, shall be enforceable by a decree of specific performance issued by any court of competent jurisdiction, and appropriate injunctive relief may be applied for and granted in connection therewith. Such remedies shall, however, be cumulative and not exclusive and shall be in addition to any other remedies which any party may have under this Agreement or otherwise.

9.3 Submission to Jurisdiction; Consent to Service of Process; Waiver of Jury Trial.

(a) The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal courts located within the First and Second Circuits and any state court sitting in the City of New York, New York, over any dispute arising out of or relating to this Agreement or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action proceeding related thereto may be heard and determined in such courts. The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

(b) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 9.6.

(c) THE PARTIES TO THIS AGREEMENT EACH HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION (i) ARISING UNDER THIS AGREEMENT OR (ii) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY, OR OTHERWISE. THE PARTIES TO THIS AGREEMENT EACH HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT THE PARTIES TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

9.4 Entire Agreement; Amendments and Waivers. This Agreement (including the schedules and exhibits hereto), the Confidentiality Agreement, the Company Documents, the CVPS Documents and the Purchaser Documents represent the entire understanding and agreement between the parties hereto with respect to the subject matter hereof and can be amended, supplemented or changed, and any provision hereof can be waived, only by written instrument making specific reference to this Agreement signed by the party against whom enforcement of any such amendment, supplement, modification or waiver is sought. No action taken pursuant to this Agreement, including any investigation by or on behalf of any party, shall be deemed to constitute a waiver by the party taking such action of compliance with any representation, warranty, covenant or agreement contained herein. The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. No failure on the part of any party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by Law.

9.5 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the law of any jurisdiction other than the State of New York.

9.6 Notices. All notices and other communications under this Agreement shall be in writing and shall be deemed given (i) when delivered personally by hand (with written confirmation of receipt), (ii) when sent by facsimile (with written confirmation of transmission) or (iii) one Business Day following the day sent by overnight courier (with written confirmation of receipt), in each case at the following addresses and facsimile numbers (or to such other address or facsimile number as a party may have specified by notice given to the other party pursuant to this provision):

9.7 Severability. If any term or other provision of this Agreement is invalid, illegal, or incapable of being enforced by any law or public policy, all other terms or provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal, or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

9.8 Representations and Warranties, Etc. The Purchaser hereby acknowledges and agrees that neither CVPS nor the Company is making any representation or warranty whatsoever, express or implied, including, without limitation, in respect of the Company, each of its Subsidiaries and each Project Company or their respective assets, liabilities and businesses, except for those representations and warranties of CVPS and the Company explicitly set forth in this Agreement or in the Disclosure Schedule or supplement thereto or in any certificate or other document contemplated hereby and delivered by CVPS or the Company in connection herewith (notwithstanding the delivery or disclosure to Purchaser or its representatives of any other documents or information). CVPS hereby acknowledges and agrees that Purchaser is not making any representation or warranty whatsoever, express or implied, except for those representations and warranties of Purchaser explicitly set forth in this Agreement or in the Disclosure Schedule or supplement thereto or in any certificate or other document contemplated hereby and delivered by the Purchaser in connection herewith (notwithstanding the delivery or disclosure to CVPS or its representatives of any other documents or information).

9.9 Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. Nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any person or entity not a party to this Agreement except as provided below. No assignment of this Agreement or of any rights or obligations hereunder may be made by CVPS or the Company (by operation of law or otherwise) without the prior written consent of Purchaser and any attempted assignment without the required consent shall be void; provided, however, that nothing in this Agreement shall preclude, limit or restrict the transfer of this Agreement and CVPS’s rights and obligations hereunder to a successor in interest pursuant to a CVPS Transaction. Purchaser may assign this Agreement and any or all rights or obligations hereunder (including any or all of Purchaser’s rights to purchase the Shares and Purchaser’s rights to seek indemnification hereunder) to Diamond Castle or any of its Affiliates, without the consent of CVPS or the Company; provided that such Person shall (A) assume all obligations of Purchaser hereunder and (B) provide to CVPS evidence reasonably satisfactory to CVPS that such Person has the same or greater financial capability, with respect to its assigned portion, as Purchaser to carry out its obligations hereunder and (C) make the representations provided in Article IV as to various matters, including, without limitation, its financial capability, with respect to its assigned portion, as provided in Section 4.7. Upon any such permitted assignment, the references in this Agreement to Purchaser shall also apply to any such assignee unless the context otherwise requires.

9.10 Non-Recourse. This Agreement may only be enforced against the named parties hereto. All claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement (including any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement), may be made only against the entities that are expressly identified as parties hereto; and no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or representative of any party hereto (including any person negotiating or executing this Agreement on behalf of a party hereto) shall have any liability or obligation with respect to this Agreement or with respect any claim or cause of action (whether in contract or tort) that may arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement (including a representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement).

9.11 Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement. One or more counterparts of this Agreement or any exhibits hereto may be delivered via facsimile, with the intention that they shall have the same effect as an original counterpart hereof.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their
respective officers thereunto duly authorized, as of the date first written above.

Form of Letter Agreement (waiving certain rights pursuant to certain outstanding Change of
Control Agreements)

THE UNDERSIGNED, being a natural person for the purpose of organizing a corporation under the Business Corporations Law of the State of Vermont, hereby certifies that:

FIRST: The name of the Corporation is Catamount Energy Corporation (the “Corporation”).

SECOND: The address of the registered office of the Corporation in the State of Vermont is , City of , County of , State of Vermont. The name of the registered agent of the Corporation in the State of Vermont at such address is .

THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the Business Corporations Law of the State of Vermont, as from time to time amended.

FOURTH: The total number of shares of capital stock which the Corporation shall have authority to issue is 2,000,000 shares, consisting of (i) 1,999,999 shares of Class A Common Stock, par value $0.01 per share (the “Class A Stock”) and (ii) 1 share of Class B Common Stock, par value $0.01 per share (the “Class B Stock”). The Class A Stock and the Class B Stock are hereinafter referred to collectively as “Common Stock”, and no other class or series of capital stock of the Corporation shall be considered as common stock for purposes of this Articles of Incorporation.

As used in this Articles of Incorporation, capitalized terms defined in the Stock Subscription Agreement, dated as of October 12, 2005, by and among the Corporation, CEC Wind Acquisition, LLC (“Wind”), Catamount Resources Corporation (“CRC”) and Central Vermont Public Service Corporation (“CVPS”) (such agreement being referred to as the “Agreement”), and used (but not otherwise defined) herein are used herein as so defined. For purposes of the Articles of Incorporation, “Wind Acquisition Holder” means any of the Purchaser and its Permitted Transferees (as defined under the Stockholders’ Agreement), and the term “Wind Acquisition Holders” shall collectively mean all thereof from time to time.

The powers, privileges and rights of, and restrictions granted to and imposed on, the Common Stock are as follows:

1. Relative Rights. All shares of Common Stock (each share of Class A Stock and the share (or fractional interest) of Class B Stock) will be identical in all respects and each such share will entitle the holder thereof to the same powers, privileges and rights, and will be subject to the same restrictions, except as otherwise provided by the following provisions of this Articles of Incorporation or as otherwise required by law. Without limiting the foregoing provisions of this paragraph, whenever any dividend or distribution (including any distribution upon liquidation, dissolution or winding up of the Corporation or upon the reclassification of shares or a recapitalization of the Corporation) is made on any outstanding share of Class A Stock, a like dividend or distribution shall be made on the share (or fractional interest) of Class B Stock, if it is then outstanding, and, whenever any dividend or distribution is made on the share (or fractional interest) of Class B Stock, a like dividend or distribution shall be made on each of the then outstanding shares of Class A Stock.

2. Voting Rights. The holders of shares of Common Stock shall have the sole power to vote on all matters on which stockholders of the Corporation may vote (or to consent in lieu of a vote at a meeting). On all matters on which the holders of Common Stock shall be entitled to vote (or consent in lieu of a vote at a meeting), including, without limitation, with respect to the election of directors, the holders of the shares of Class A Stock and of the share (or fractional interest) of Class B Stock shall vote together as though holders of a single class of capital stock and shall have on each such matter the voting powers provided by the following provisions:

(a) Holders of Class A Stock shall have one vote per share on all matters on which the holders of Common Stock are entitled to vote (or to consent in lieu of a vote at a meeting).

(b) On all matters on which the holders of Common Stock are entitled to vote (or to consent in lieu of a vote at a meeting), the holder of a share (or fractional interest) of Class B Stock shall be entitled to one vote (or a fractional vote equivalent to the fractional interest of Class B Stock), except that, for so long as the share (or fractional interest) of Class B Stock is held beneficially and of record by a Wind Acquisition Holder and none of the mandatory conversion events specified in Article 3 below shall have occurred, the Class B Stock, in the aggregate, shall have an aggregate number of votes equal to the difference between (A) the product of (i) 1.040816327 and (ii) the number of votes that may be cast by all holders of shares (but excluding any shares held by the Wind Acquisition Holders) of Class A Common Stock and (B) the number of votes that may be cast by shares of Class A Common Stock then held by Wind Acquisition Holders.

3. Mandatory Conversion. Upon the earliest to occur of (i) the Wind Acquisition Holders having purchased all of the Shares pursuant to the Purchase Commitment under the Agreement, (ii) the termination of the Purchase Commitment in accordance with the Agreement, (iii) Purchaser having failed to purchase additional Shares at a Subsequent Closing in breach of the Agreement and Purchaser has (except with respect to the Final Closing) not cured any such failure in its entirety within thirty days of such breach, and (iv) the sale, assignment, disposition, exchange, hypothecation or other transfer (a “Transfer”) of the share (or fractional interest) of Class B Stock or any share of Class A Stock held by a Wind Acquisition Holder to any Person other than a Wind Acquisition Holder, the share (regardless of whether only a fraction of such share shall have been transferred) of Class B Stock, if outstanding at such time, shall automatically, and without any notice to or action by the Corporation, the holder thereof or any other Person (other than the effectuation of the Transfer) convert into one fully paid and nonassessable share of Class A Stock. The Corporation shall not register or otherwise give effect to a Transfer of the share (or fractional interest) of Class B Stock (or any Transfer of any share of Class A Stock held by a Wind Acquisition Holder to any Person that is not a Wind Acquisition Holder) referred to in the foregoing sentence (except for a Transfer to a Wind Acquisition Holder) without reflecting the conversion of such share into a share of Class A Stock and, as soon as practicable after the Corporation has knowledge of any such Transfer of the share the share (or fractional interest) of Class B Stock or other event resulting in the conversion of such share into a share of Class A Stock, shall effectuate the conversion of such shares. Upon surrender by any holder of a certificate representing the share (or fractional interest) of Class B Stock that has been automatically converted pursuant to this paragraph, the Corporation shall issue to such holder a new certificate representing the one share (or fractional interest) of Class A Stock into which the share of Class B Stock represented by the surrendered certificates shall have been converted, without charge to the holder, provided that, in the event conversion is effected in connection with a Transfer, all required stamp and transfer taxes required to be paid in connection with such Transfer shall have been paid. Upon conversion of such one share (or fractional interest) of Class B Stock, all rights of the holder (or holders) of such share as such holder of the share (or fractional interests) of Class B Stock shall cease, and the holder of such converted share or, as applicable, such holder’s transferee(s) shall be treated for all purposes as having become the record holder or holders of the one share (or fractional interest) of Class A Stock issuable upon such conversion. Any such conversion of shares shall be considered to have been effected immediately prior to the close of business on the date such conversion has been automatically effected, or if such automatic conversion is effected on any date when the stock transfer books of the Corporation shall be closed, such automatic conversion shall be considered to have been effected immediately prior to the close of business on the next preceding day on which the stock transfer books were open. Upon such conversion, the one share (or fractional interest) of Class B Stock shall automatically be canceled and shall cease to exist.

4. Conversion in a Merger. In any merger to which the Corporation is a party in which Class A Stock is converted into cash, stock of another Person or other property, any outstanding Class B Stock shall be converted into the same per share consideration as a share of Class A Stock.

FIFTH: Pursuant to Section 7.04(b) of the Business Corporations Law of the State of Vermont, any action permitted to be taken at a meeting of the stockholders of the Corporation may be taken without a meeting, if a consent in writing, setting forth the action so taken, shall be signed by the stockholders holding a majority of the shares entitled to vote with respect to the subject matter thereof, and inserted in the corporate minute book; provided, however, that prior to the Put Closing, as defined in the Put Option Purchase and Sale Agreement, dated as of October 12, 2005, by and among CVPS, CRC and Wind, such written consent shall be signed by the stockholders holding not less than seventy-five percent of the shares entitled to vote with respect to the subject matter thereof, and inserted in the corporate minute book. Such written consent shall have the same force and effect as a vote of the stockholders entitled to vote with respect to the subject matter thereof.

SIXTH: In furtherance and not in limitation of the powers conferred by law, subject to the provisions of this Articles of Incorporation, the By-laws of the Corporation may be adopted, amended or repealed, in whole or in part, solely by the affirmative vote of a majority of the total votes of the Common Stock issued and outstanding and entitled to vote in respect thereof, given at an annual meeting or any special meeting. Election of directors need not be by written ballot.

SEVENTH: Subject to the terms of the Stockholders’ Agreement, dated as of October 12, 2005, by and among the Corporation, CRC, Wind and CVPS, the Board of Directors of the Corporation shall be comprised of seven directors, or such other number as may be specified in the Corporation’s By-laws, duly adopted.

EIGHTH: (a) To the fullest extent permitted by law, a director of the Corporation shall not be personally liable either to the Corporation or to any stockholder for monetary damages for breach of fiduciary duty as a director, except for (i) an intentional or reckless infliction of harm on the corporation or the stockholders, or (ii) an intentional or reckless criminal act, or (iii) any matter in respect of which such director shall be liable under Section 8.33 of the Business Corporations Law of the State of Vermont or any amendment thereto or successor provision thereto, or (iv) the amount of a financial benefit received by a director to which the director is not entitled. Neither amendment nor repeal of this paragraph (a) nor the adoption of any provision of the Articles of Incorporation inconsistent with this paragraph (a) shall eliminate or reduce the effect of this paragraph (a) in respect of any matter occurring, or any cause of action, suit or claim that, but for this paragraph (a) of this Article, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.

(b) To the fullest extent permitted by law from time to time in effect, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to, or testifies in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative in nature, by reason of the fact that such person is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding to the full extent permitted by law, and the Corporation may adopt By-laws or enter into agreements with any such person for the purpose of providing for such indemnification.

(c) To the extent that a director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in paragraph (b) of this Article, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

(d) Expenses incurred by an officer, director, employee or agent in defending or testifying in a civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of (i) confirmation by or on behalf of such director or officer based on good faith belief he or she has met the standard of conduct set forth in Section 8.51 of the Vermont Business Corporations Law and (ii) an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such director or officer is not entitled to be indemnified by the Corporation against such expenses as authorized by this Article, and the Corporation may adopt By-laws or enter into agreements with such persons for the purpose of providing for such advances.

(e) The indemnification permitted by this Article shall not be deemed exclusive of any other rights to which any person may be entitled under any agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding an office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such person.

(f) The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, employee benefit plan trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of this Article or otherwise.

IN WITNESS WHEREOF, the undersigned has duly executed these Articles of Incorporation on this day of , 2005.

AGREEMENT (this “Agreement”), dated as of October 12, 2005 but effective as of the Trigger Date (as defined below), among:

(i)

Catamount Energy Corporation, a Vermont corporation (the “Company”);

(iii)

Central Vermont Public Service Corporation, a Vermont corporation (“CVPS”); and

(iv)

Catamount Resources Corporation, a Vermont corporation wholly-owned by CVPS (“CRC”).

If Wind Acquisition Transfers any of its Company Equity Securities to any of its Permitted Transferees (as such terms are defined below), the term “Wind Acquisition” shall mean Wind Acquisition and such Permitted Transferees, taken together, and any right, obligation or action that may be exercised or taken at the election of Wind Acquisition may be exercised or taken at the election of Wind Acquisition and such Permitted Transferees.

If CVPS shall hereafter Transfer any of its Company Equity Securities to any of its Permitted Transferees, the term “CVPS” shall mean CVPS and such Permitted Transferees, taken together, and any right, obligation or action that may be exercised or taken at the election of CVPS may be exercised or taken at the election of CRC and such Permitted Transferees.

WHEREAS, pursuant to the Subscription Agreement (as defined herein), as of the date hereof, Wind Acquisition and CRC own all of the outstanding Common Shares (as defined herein); and

WHEREAS, the parties hereto desire to enter into this Agreement to govern certain of their rights, duties and obligations.

NOW, THEREFORE, in consideration of the covenants and agreements contained herein, the parties hereto agree as follows:

“Adverse Regulatory Event” means an Adverse PUHCA Event, an Adverse QF Event or an Adverse PURA Event.

“Adverse PUHCA Event” means that the Company or any of its “affiliates” (within the meaning of Section 2(a)(11)(B) of PUHCA) become a “public-utility company” or a “holding company” within the meaning of PUHCA at a time at which applicable provisions of PUHCA, or any successor statute thereof, are in effect and such event or occurrence has, or with the passage of time will have, an adverse effect on the Company or any Stockholder.”

“Adverse PURA Event” means that the Company or any of its “affiliates” (within the meaning of Section 11.003(2) of PURA) become an “electric utility” within the meaning of PURA at a time at which applicable provisions of PURA, or any successor statute thereof, are in effect and such event or occurrence has, or with the passage of time will have, an adverse effect on the Company or any Stockholder.

“Adverse QF Event” means any event or occurrence that causes any “electric utility, electric utility holding company or companies, or any combination thereof” (other than “qualifying facilities,” “exempt wholesale generators,” any entity that satisfies the requirements of the SEC for designation as a “Foreign Utility Company,” or power marketers) within the meaning of 18 C.F.R. §292.206(b), to directly or indirectly own more than 50% of any “qualifying small power producer” or “qualifying cogenerator” (in each case within the meaning of PURPA) in which the Company holds, directly or indirectly, an equity interest at a time at which applicable provisions of PURPA, or any successor statute thereof, are in effect and such event or occurrence has, or with the passage of time, will have, an adverse effect on the Company or any Stockholder.

“Affiliate” means with respect to any Person, any other Person who, directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such first Person, and the term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership or control of voting securities, by contract or otherwise; provided, however, that neither the Company nor any of its Subsidiaries or Project Companies shall be deemed an Affiliate of any of the Stockholders (and vice versa).

“Bankruptcy Event” means any proceeding that shall have been instituted by or against the Company or any of its Subsidiaries or Project Companies seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of its debts under any law relating to bankruptcy, insolvency, or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, or other similar official for it or for any substantial part of the Company’s or such Subsidiary’s or Project Company’s property and, in the case of a proceeding instituted against the Company or any of its Subsidiaries or Project Companies, either the Company or any such Subsidiary or Project Company shall have consented thereto or such proceeding or any of the actions sought in such proceeding shall remain undismissed or unstayed for a period of 90 days (including, without limitation, the entry of an order for relief against the Company or any such Subsidiary or Project Company or the appointment of a receiver, trustee, custodian or other similar official for the Company or any such Subsidiary or Project Company or any of its property).

“Business” means, with respect to the Company and its Subsidiaries, directly or indirectly, the acquisition, construction, development, ownership, maintenance, management, financing and/or otherwise operation of wind power electric generation farms or facilities (including, without limitation, interconnection facilities with respect to such electricity generation) in the United States, the United Kingdom, Canada or other countries where the Company then has a project under operation or development.

“Business Day” means any day except a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by applicable law to close.

“Class A Common Stock” means the Class A Common Stock, par value $0.01 per share, of the Company, having the rights and privileges set forth in the Restated Certificate.

“Class B Common Stock” means the Class B Common Stock, par value $0.01 per share, of the Company, having the rights and privileges set forth in the Restated Certificate.

“Common Shares” means shares of the Company’s Class A Common Stock and Class B Common Stock, and any capital stock of the Company into which such Class A Common Stock and Class B Common Stock may hereafter be converted, changed, reclassified or exchanged.

“Company Competitor” means any Person (other than the Company and its Subsidiaries or Project Companies), directly or indirectly, owning, investing, managing, operating, controlling, engaging in or conducting business activities with respect to the Business, other than any such activities undertaken by a regulated utility company as part of its regulated operations or in its regulated service territory pursuant to a regulatory order in connection with the regulated utility operations of such Person or one of its Affiliates so long as the primary beneficiary of such activities is a regulated utility company.

“Company Equity Securities” means (i) the Common Shares, and (ii) any securities convertible into or exchangeable or exercisable for, or options, warrants or other rights to acquire, Common Shares, any other equity or equity-linked security issued by the Company.

“Competitive CVPS Change of Control” means any event, circumstance or other condition by which any Person or “group” (as such term would be interpreted under Section 13(d) of the Exchange Act) of Persons that is a Company Competitor shall acquire majority ownership or control, directly or indirectly, beneficially or of record, of CVPS, whether through the authority, power or ability to direct, directly or indirectly, or share equally in or cause the direction of, the management and/or policies of CVPS, by contract (including proxy) or otherwise.

“Competitively Sensitive Information” means any information, as reasonably determined by the Chief Executive Officer of the Company, the disclosure of which would put the Company at a competitive disadvantage relative to the Company Competitors. As a general matter, the parties contemplate that proprietary information relating to specific current or potential projects, current or potential acquisition targets and/or current or potential joint ventures the disclosure of which could have an adverse effect on the Company’s competitive position will constitute competitively sensitive information, but that such information shall not include, among other things, information regarding the Company’s financial condition and results of operation typically provided by a non-consolidated subsidiary to its parent company for purposes of such parent company’s complying with its reporting obligations under U.S. securities laws or other financial reporting and disclosure obligations.

“Cost” means, (i) with respect to Company Equity Securities beneficially owned as part of an Initial Ownership, the price per share paid by Wind Acquisition for Common Shares in connection with the Initial Purchase (as such term is defined under the Subscription Agreement), and (ii) with respect to any Company Equity Securities acquired subsequent to the date of the Subscription Agreement, the actual cost paid for such securities, in each case, as may be adjusted proportionately to reflect any stock dividends, stock splits, combinations, reclassifications and other like events involving Common Shares, but not to reflect any cash dividends or other cash distributions, in each case made from the operating cash flows of the Company or its Subsidiaries or Project Companies.

“CVPS Transaction” means a transaction involving the capital stock or assets of CVPS, other than a transaction primarily involving or in respect of the Company.

“Diamond Castle” means Diamond Castle Partners IV, L.P. or Diamond Castle Partners IV-A, L.P. and each of their respective affiliated investment entities.

“Drag-Along Portion” means, with respect to any Other Stockholder in a Drag-Along Sale, the number of Company Equity Securities of such Other Stockholder equal to the number derived by multiplying (x) the number of Company Equity Securities proposed to be Transferred by such Drag-Along Seller in such Drag-Along Sale as a percentage of the total number of Company Equity Securities owned by such Drag-Along Seller by (y) the aggregate number of Company Equity Securities of such Other Stockholder.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Full Funding” means all of the Company Equity Securities with respect to the Purchase Commitment have been purchased by Wind Acquisition and issued by the Company as contemplated under the Subscription Agreement.

“GAAP” means United States generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession that are in effect from time to time.

“Governmental Authority” means any federal, state, local or foreign governmental authority, department, commission, board, bureau, agency, court, instrumentality or judicial or regulatory body or entity.

“Indebtedness” of any Person means, without duplication, (i) the principal, accreted value, accrued and unpaid interest, prepayment and redemption premiums or penalties (if any), unpaid fees or expenses and other monetary obligations in respect of (A) indebtedness of such Person for money borrowed and (B) indebtedness evidenced by notes, debentures, bonds or other similar instruments for the payment of which such Person is responsible or liable; (ii) all obligations of such Person issued or assumed as the deferred purchase price of property, all conditional sale obligations of such Person and all obligations of such Person under any title retention agreement (but excluding trade accounts payable and other accrued current liabilities arising in the Ordinary Course of Business (as such term is defined in the Subscription Agreement) (other than the current liability portion of any indebtedness for borrowed money)); (iii) all obligations of such Person under leases required to be capitalized in accordance with GAAP; (iv) all obligations of such Person for the reimbursement of any obligor on any letter of credit, banker’s acceptance or similar credit transaction; (v) all obligations of such Person under interest rate or currency swap transactions (valued at the termination value thereof); (vi) all obligations of the type referred to in clauses (i) through (v) of any Persons for the payment of which such Person is responsible or liable, directly or indirectly, as obligor, guarantor, surety or otherwise, including guarantees of such obligations; and (vii) all obligations of the type referred to in clauses (i) through (vi) of other Persons secured by (or for which the holder of such obligations has an existing right, contingent or otherwise, to be secured by) any Lien on any property or asset of such Person (whether or not such obligation is assumed by such Person).

“Initial Closing” shall have the meaning ascribed to such term in the Subscription Agreement.

“Initial Ownership” means, with respect to any Stockholder, the Company Equity Securities beneficially owned by such Stockholder as of the date of the Subscription Agreement, in each case after taking into account any stock split, stock dividend, reverse stock split, recapitalization, reorganization or other similar event; provided, however, that with respect to the ownership of Wind Acquisition, the “Initial Ownership” shall be determined as if all of the Company Equity Securities to be purchased by Wind Acquisition pursuant to the Purchase Commitment shall have been purchased as of such date.

“Law” means any foreign, federal, state or local law (including common law), statute, code, ordinance, rule, regulation, order, injunction, judgment, doctrine, decree, ruling, writ, assessment or arbitration award or other requirement of a Governmental Authority.

“Lien” means any lien, pledge, mortgage, deed of trust, security interest claim, lease, charge, option, right of first refusal, transfer restriction under any shareholders or similar agreement, encumbrance or any other restriction or limitation other than as imposed by the Subscription Agreement, the Company Documents (as such term is defined in the Subscription Agreement) or the CVPS Documents (as such term is defined in the Subscription Agreement).

“Management Stockholders” means those certain members of management of the Company or its Subsidiaries who, from time to time, are party to the Management Stockholders’ Agreement and their permitted transferees pursuant to such Agreement.

“Management Stockholders’ Agreement” means the Management Stockholders’ Agreement entered into as of the date hereof between the Company and certain Management Stockholders, as the same may be amended from time to time.

“New By-laws” means the amended and restated by-laws of the Company, to be in effect on the Initial Closing Date (as defined in the Subscription Agreement), which shall be reasonably satisfactory to Wind Acquisition and CVPS, or the By-laws of the Company adopted as part of the Jurisdictional Merger (if the same occurs), in either case, as the same may be amended in accordance with the terms hereof.

“Other Stockholders” means all Stockholders other than Wind Acquisition.

“Ownership Percentage” means, with respect to any Stockholder (as determined from time to time for purposes of this Agreement) or Management Stockholder, as the case may be, the aggregate voting rights under the Company Equity Securities beneficially owned by such Stockholder, or Management Stockholder, as the case may be, stated as a percentage of the aggregate voting rights of all Stockholders and Management Stockholders, as a group, under issued and outstanding Company Equity Securities as of the time of such determination.

“Permitted Exception” means (i) all defects, exceptions, restrictions, easements, rights of way and encumbrances disclosed in policies of title insurance; (ii) statutory liens for current taxes, assessments or other governmental charges that are not yet due and payable or not yet delinquent or the amount or validity of which is being contested in good faith by appropriate proceedings, provided an appropriate reserve has been established therefor on the financial statements in accordance with GAAP; (iii) mechanics’, carriers’, workers’, and repairers’ Liens arising or incurred in the ordinary course of business that are not, individually or in the aggregate, material to the business, operations and financial condition of the Company property so encumbered and that are not resulting from a breach, default or violation by the Company of any contract or Law or if payment is not yet due on the underlying obligation; (iv) zoning, entitlement and other land use and environmental regulations by any Governmental Authority, provided that such regulations have not been violated; and (v) statutory or common law liens to secure landlords, lessors, or renters under leases or rental agreements confined to the premises rented, that are not, individually or in the aggregate, material to the business, operations and financial condition of the Company.

“Permitted Transferee” means (i) with respect to Wind Acquisition, Diamond Castle or an affiliated investment entity that is under common control with either Wind Acquisition or Diamond Castle; or (ii) with respect to CVPS, any wholly-owned Subsidiary of CVPS or any parent of CVPS that holds a majority of the capital stock of CVPS; provided, however, that in all cases such Transferee shall agree in writing in the form attached as Exhibit A hereto to be bound by and to comply with all applicable provisions of this Agreement; provided, further, however, that in no event shall (A) the Company or any of its Subsidiaries or Project Companies, (B) any “portfolio company” (as such term is customarily used among institutional investors) of any Stockholder or any entity controlled by any portfolio company of any Stockholder, or (C) any Company Competitor (whether or not an Affiliate of the transferring Stockholder) constitute a “Permitted Transferee”.

“Person” means an individual, corporation, limited liability company, partnership, association, trust or other entity or organization, including a Governmental Authority.

“Potential Tagging Stockholder” means, in any Tag-Along Sale, (i) CVPS if Wind Acquisition is the Tag-Along Seller in such Tag-Along Sale and (ii) Wind Acquisition if CVPS is the Tag-Along Seller in such Tag-Along Sale.

“Project” means any electric power generation farm or facility in which the Company holds a direct or indirect ownership interest.

“Project Companies” means, as of the date hereof, Catamount Cymru Cyf., Catamount Energy Ltd., DK Burgerwindpark Eckolstadt GmbH & Co. KG, DK Windpark Kavelstorf GmbH & Co. KG, Glebe Mountain Wind Energy, LLC, Laurel Hill Wind Energy, LLC, Rumford Cogeneration Company Limited Partnership, Ryegate Associates, Sweetwater Wind 1 LLC, Sweetwater Wind 2 LLC and Sweetwater Wind 3 LLC.

“Public Offering” means an underwritten public offering of Company Equity Securities (or securities of the Company that include Company Equity Securities) pursuant to (i) an effective registration statement under the Securities Act, other than pursuant to a registration statement on Form S-4 or Form S-8 or any similar or successor form, or (ii) a registered public offering or any other transaction the result of which is that the Company Equity Securities (or securities of the Company that include Company Equity Securities) are listed on the Toronto Stock Exchange, Canadian Venture Exchange, the London Stock Exchange or Euronext Brussels or any similar securities trading market, in either case, where at least 15% of the economic interest in the Company is sold in such offering or the aggregate gross proceeds of such offering are at least $50,000,000.

“PUHCA” means the Public Utility Holding Company Act of 1935, as amended, and the rules and regulations promulgated thereunder.

“PURA” means the Texas Public Utility Regulatory Act, Texas Utilities Code Sections 11.001 through 64.157, or any successor statute thereof.

“Purchase Commitment” shall have the meaning ascribed thereto under the Subscription Agreement.

“PURPA” means the Public Utility Regulatory Policies Act of 1978, as amended, and the rules and regulations promulgated thereunder.

“Qualifying Rights Transfer” means, with respect to any applicable Stockholder, a Transfer, to the extent such Transfer is permitted pursuant to Section 3.01 of this Agreement, as part of a single transaction by such Stockholder, in which such Stockholder Transfers to a Third Party (or a “group” (as such term is defined under Rule 13d-3 of the Exchange Act) of Third Parties) all of the greater of (a) such Stockholder’s Initial Ownership and (b) such Stockholder’s Company Equity Securities.

“Required Return” with respect to any Stockholder means an amount equal to (i) such Stockholder’s Cost, plus (ii) a return on such Stockholder’s Cost at a rate of 15% (on a pre-tax basis) compounded annually from (a) the date on which the Subscription Agreement was executed (in the case of Company Equity Securities owned by such Stockholder as of the Initial Closing), or (b) the date that such Stockholder purchased the Company Equity Securities with respect to which such Required Return is being calculated (in the case of Company Equity Securities acquired after the Initial Closing). Required Return shall be calculated taking into account all distributions (on a pre-tax basis) of cash, stock or other property (valued at fair market value) paid to the Stockholder, subsequent to the date on which the Subscription Agreement was executed and on or before the date of determination of the Required Return for all Company Equity Securities for which such return is being calculated, and any amounts paid by a purchaser into an escrow account in connection with a Drag-Along Sale shall be deemed a distribution paid to the Stockholder for purposes of the foregoing calculation.

“Requirement of Law” means all laws, statutes, codes, acts, ordinances, orders, judgments, decrees, injunctions, rules, regulations, permits, licenses, authorizations, directions and requirements of any Governmental Authority.

“Restated Certificate” means the restated articles of incorporation of the Company, in the form attached hereto as Exhibit B, to be in effect on the Initial Closing Date (as defined in the Subscription Agreement), or the certificate of incorporation of the Company adopted as part of the Jurisdictional Merger (if the same occurs), in either case, as the same may be amended in accordance with the terms hereof.

“Restricted Affiliate” means, with respect to a Stockholder, an Affiliate of such Stockholder whose principal purpose is to, directly or indirectly through one or more intermediaries, own or hold a direct or indirect interest in the Company Equity Securities of such Stockholder, or whose principal asset or investment is, directly or indirectly through one or more intermediaries, a direct or indirect interest in the Company Equity Securities of such Stockholder. For purposes of this definition and Section 3.05, CRC, and not CVPS, shall be considered the “Stockholder” and CRC shall be deemed to be a “Restricted Affiliate” of CVPS.

“Restricted Affiliate Parent” means, with respect to a Restricted Affiliate, the Person that directly owns the capital stock or other equity interests of such Restricted Affiliate. For purposes hereof, CVPS shall be deemed to be the “Restricted Affiliate Parent” of CRC.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Stockholder” means each Person (other than the Company) who shall be a party to or shall be required under this Agreement (pursuant to Section 3.03 or otherwise) to be bound by this Agreement (as may be amended from time to time). Notwithstanding that CRC is the record owner of Company Equity Securities as of the date hereof, CVPS shall be deemed to be the Stockholder thereof with respect to such Company Equity Securities owned of record by CRC, and CVPS, CRC and their respective Permitted Transferees shall be deemed one and the same Stockholder (unless the context requires otherwise and except as otherwise provided herein).

“Subscription Agreement” means the Stock Subscription Agreement, dated as of even date herewith, by and among the Company, Wind Acquisition , CVPS and CRC.

“Subsidiary” means, with respect to any Person, another Person of which (i) a majority of the outstanding share capital, voting securities or other equity interests are owned, directly or indirectly, by such first Person or (ii) such first Person is entitled, directly or indirectly, to appoint a majority of the board of directors, board of managers or comparable body of such other Person.

“Sweetwater 3 Equity Commitment Agreement” means the Membership Interest Purchase and Equity Capital Contribution Agreement, dated as of May 10, 2005, by and among Sweetwater Wind 3 LLC, DKR Wind Energy, LLC, Babcock & Brown Sweetwater 3 LLC, Catamount Sweetwater 3 LLC, FC Energy Finance I, Inc., The Northwestern Mutual Life Insurance Company, Bankers Commercial Corporation and The Prudential Insurance Company of America.

“Tag-Along Pro Rata Share” means, with respect to each Tag-Along Seller, Tagging Person or Management Tagging Person, as the case may be, a number of Company Equity Securities equal to the aggregate number of Company Equity Securities the prospective purchaser in a Tag-Along Sale is willing to purchase, multiplied by a fraction, the numerator of which is the Ownership Percentage of such Tag-Along Seller, Tagging Person or Management Tagging Person, as the case may be, and the denominator of which is equal to the aggregate Ownership Percentage of the Tag-Along Seller, all Tagging Persons and all Management Tagging Persons.

“Third Party” means a prospective purchaser of Company Equity Securities in a bona fide arm’s-length transaction from a Stockholder, other than a prospective purchaser that is either (i) a Permitted Transferee, (ii) an Affiliate or (iii) a portfolio company (as such term is customarily used among institutional investors) of such Stockholder.

“Transfer” means, with respect to any Company Equity Securities, (i) when used as a verb, to sell, assign, dispose of, exchange, pledge, encumber, hypothecate or otherwise transfer such Company Equity Securities or any participation or interest therein, whether directly or indirectly, or agree or commit to do any of the foregoing, and (ii) when used as a noun, a direct or indirect sale, assignment, disposition, exchange, pledge, encumbrance, hypothecation, or other transfer of such Company Equity Securities or any participation or interest therein or any agreement or commitment to do any of the foregoing, except in each case with respect to clause (i) or (ii), such transfer shall not include a CVPS Transaction.

“Transfer Taxes” means any real property transfer, sales, use, value added, stamp, documentary, recording, registration, conveyance, stock transfer, intangible property transfer, personal property transfer, gross receipts, registration, duty, securities transactions or similar fees or Taxes (as defined in the Subscription Agreement) or governmental charges (together with any interest or penalty, addition to Tax or additional amount imposed) as levied by any Governmental Authority in connection with the transactions contemplated by this Agreement, including, without limitation, any payments made in lieu of any such Taxes or governmental charges which become payable in connection with the transactions contemplated by this Agreement.

“Trigger Date” shall have the meaning ascribed to such term in the Subscription Agreement.

“VBCL” means the Business Corporation Law of the State of Vermont, subject to Section 2.11.

(b) Each of the following terms is defined in the Section set forth opposite such term:

SECTION 1.02. Other Definitional and Interpretive Matters. Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation shall apply:

Calculation of Time. When calculating the period before which, within which or after which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded. If the last day of such period is a non-Business Day, the period in question shall end on the next succeeding Business Day.

Annexes/Exhibits/Schedules. The Annexes, Exhibits and Schedules to this Agreement are hereby incorporated and made a part hereof and are an integral part of this Agreement. All Annexes, Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Annex, Exhibit or Schedule but not otherwise defined therein shall be defined as set forth in this Agreement.

Gender and Number. Any reference in this Agreement to gender shall include all genders, and words imparting the singular number only shall include the plural and vice versa.

Headings. The provision of a Table of Contents, the division of this Agreement into Articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement. All references in this Agreement to any “Article” or “Section” are to the corresponding Article or Section of this Agreement unless otherwise specified.

SECTION 1.03. Effectiveness of this Agreement. Notwithstanding any other provision of this Agreement, this Agreement shall not take effect until the Trigger Date.

(a) Effective as of the Trigger Date (as defined in the Subscription Agreement), the Board shall be comprised of seven directors, and, subject to the provisions of Sections 2.01(b) through 2.01(j) hereof, such directors shall be designated as follows:

(i) Wind Acquisition shall have the right to designate three directors (the “Wind Directors”);

(ii) CVPS shall have the right to designate three directors (the “CVPS Directors”); and

(iii) the Chief Executive Officer of the Company (who shall initially be James J. Moore, Jr.) shall be designated as a director (the “CEO Director”).

(b) Subsequent to the date hereof, in the event of any changes in the Ownership Percentage of Wind Acquisition or CVPS, each of Wind Acquisition and CVPS shall be entitled to designate the number of directors which corresponds to its Ownership Percentage pursuant to the following table:

(c) Each Stockholder shall, at any time it is then entitled to vote for the election of directors to the Board, vote all of its Company Equity Securities that are entitled to vote or execute proxies or written consents, as the case may be, and take all other necessary action (including causing the Company to call a special meeting of stockholders) in order to ensure that the composition of the Board is as set forth in this Section 2.01.

(d) The Company shall cause each individual designated pursuant to Section 2.01(a) or 2.03 to be nominated to serve as a director on the Board, and to take all other necessary actions (including calling a special meeting of the Board and/or stockholders) to ensure that the composition of the Board is as set forth in this Section 2.01. The Company and each Stockholder shall take such action as may be required under applicable law to cause the Board to consist of the number of directors specified in Section 2.01(a).

(e) If at any time, the Ownership Percentage of Wind Acquisition or CVPS is reduced (by Transfer, issuance of new Company Equity Securities by the Company or otherwise, in each case in compliance with this Agreement) such that the number of directors that Wind Acquisition or CVPS, as the case may be, is entitled to designate pursuant to Section 2.01(a) is reduced by one or more directors, then Wind Acquisition or CVPS, as the case may be, shall promptly cause such number of its then designated directors equal to the number by which the number of its designated directors has been so reduced as aforesaid to resign from the Board. Such director position(s) shall be filled by the stockholders of the Company in accordance with the VBCL, the Restated Certificate, the New By-laws and this Agreement. Notwithstanding that Wind Acquisition or CVPS is no longer entitled to designate one or more persons to serve as directors pursuant to Section 2.01(a), nothing herein shall preclude an Affiliate, director, officer, partner, associate or employee of Wind Acquisition or CVPS from serving on the Board; provided that such person is elected by the stockholders of the Company in accordance with this Section 2.01(e) and is not otherwise in violation of this Agreement.

(f) To the extent that Wind Acquisition or CVPS is entitled to designate at least one director pursuant to Section 2.01(a), the Stockholders shall cause the Board to cause each executive committee, compensation committee, audit committee, investment committee, nominating committee or other significant committee of the Board (including any committee performing the functions usually reserved for the committees described above), if any, to include at least one Wind Director and one CVPS Director; provided that the composition of each committee shall reflect the relative number of Wind Directors and CVPS Directors on the Board.

(g) Notwithstanding the terms of any other stockholders agreement, partnership agreement, limited liability company agreement or other similar governance agreement or instrument of any Subsidiary of the Company, if any Wind Director or CVPS Director shall serve as a member of the board of directors or other governing body of any Subsidiary of the Company, then the composition of such Subsidiary board of directors or other governing body shall reflect the relative number of Wind Directors and CVPS Directors on the Board.

(h) The Stockholders shall negotiate in good faith such changes to the composition of the members of the board of directors of the Company as may be necessary to comply with applicable securities laws or any law, rule or listing requirement of any national stock exchange or SEC recognized trading market on which securities of the company are listed or quoted that is applicable to the Company, including the appointment of independent directors; provided that the relative number of Wind Directors and CVPS Directors on the Board shall, to the extent practicable, reflect the requirements of Sections 2.01(a) through (e).

(i) CVPS shall not, and shall not have the right to, designate a Person as a CVPS Director if such Person is a director, officer or otherwise an employee of any Company Competitor or if such Person is an Affiliate of a Company Competitor, unless, in each case, CVPS shall cause any such CVPS Director to execute an agreement pursuant to which such Person agrees to take reasonable steps to ensure that no Competitively Sensitive Information relating to the Company, its Subsidiaries or the Project Companies is transferred, communicated or otherwise disclosed to any other Person at CRC, CVPS or a Company Competitor and CVPS shall otherwise comply with its obligations under this Agreement (including, without limitation, Sections 5.02 and 5.04 hereof). In addition, any CVPS Director who is a director, officer or otherwise an employee of any Company Competitor or who is an Affiliate of a Company Competitor shall, in addition to executing the agreement specified in the preceding sentence, recuse him or herself from any discussions of the Board involving Competitively Sensitive Information.

(j) The right of each of CVPS and Wind Acquisition to designate directors to the Board pursuant to Section 2.01(a) hereof shall be transferable to a Third Party only in connection with a Qualifying Rights Transfer.

SECTION 2.02. Removal. No Stockholder shall, at any time it is then entitled to vote for the removal of directors from the Board, vote any of its Company Equity Securities in favor of the removal of any director who shall have been designated by Wind Acquisition or CVPS pursuant to Section 2.01, unless the designating party shall have consented to such removal in writing; provided, however, that if Wind Acquisition or CVPS shall request in writing the removal, with or without cause (as determined in accordance with Section 8.08 of the VBCL), of any such director so designated by it, such Stockholder shall vote all its Company Equity Securities that are entitled to vote in favor of such removal.

SECTION 2.03. Vacancies. If, as a result of death, disability, retirement, resignation, removal or otherwise (other than pursuant to Section 2.01(e)), there shall exist or occur any vacancy on the Board:

(a) the Person that designated the deceased, disabled, retired, resigning or removed director may designate another individual (the “Replacement Nominee”) to fill such vacancy and serve as a director on the Board;

(b) each Stockholder then entitled to vote for the election of directors to the Board shall vote all of its Company Equity Securities that are entitled to vote or execute proxies or written consents, as the case may be, in order to ensure that the Replacement Nominee is elected to the Board; and

(c) upon the resignation or removal of the Chief Executive Officer of the Company from such office, such Person shall be deemed to have resigned from the Board as the CEO Director immediately upon such resignation or removal.

SECTION 2.04. Director Expenses. The Company shall pay all reasonable and documented out-of-pocket expenses incurred by each director in connection with attending regular and special meetings of the Board and any committee thereof, and any such meetings of the board of directors of any Subsidiary of the Company and any committee thereof.

SECTION 2.05. Restated Certificate or New By-Law Provisions. Each Stockholder shall vote all of its Company Equity Securities that are entitled to vote or execute proxies or written consents, as the case may be, and take all other actions necessary, to ensure that the Company’s Restated Certificate and New By-laws (i) facilitate, and do not at any time conflict with, any provision of this Agreement and (ii) permit each Stockholder to receive the benefits to which such Stockholder is entitled under this Agreement. The Company shall take such action (including by exercising any voting control) within its power and authority necessary to ensure that the organizational documents of its Subsidiaries facilitate and do not at any time conflict with any provision of this Agreement and permit each Stockholder to receive the benefits to which such Stockholder is entitled under this Agreement.

(a) Subject to Sections 5.04(c)(ii) and 2.06(e) and for so long as (i) with respect to Wind Acquisition only, the Ownership Percentage of Wind Acquisition continues to equal or exceed 25%, or (ii) with respect to CVPS only, the Ownership Percentage of CVPS continues to equal or exceed 25%, the Company shall prepare, or cause to be prepared, and submit to Wind Acquisition, so long as the condition set forth in the foregoing clause (i) is satisfied, and to CVPS, so long as the condition set forth in the foregoing clause (ii) is satisfied, at least 30 days prior to the end of any fiscal year, a draft operating and capital expenditure budget for the then-succeeding fiscal year with respect to the Company and its Subsidiaries on a consolidated basis (the “Draft Budget”);

(b) Subject to Sections 5.04(c)(ii), 2.06(d) and 2.06(e) and for so long as (i) with respect to Wind Acquisition only, the Ownership Percentage of Wind Acquisition continues to equal or exceed 25%, or (ii) with respect to CVPS only, the Ownership Percentage of CVPS continues to equal or exceed 25%, the Draft Budget shall not be the adopted and approved budget of the Company and its Subsidiaries (the “Approved Budget”) without the consent of Wind Acquisition, so long as the condition set forth in the foregoing clause (i) is satisfied, and without the consent of CVPS, so long as the condition set forth in the foregoing clause (ii) is satisfied; provided, that the Approved Budget shall not govern, be applicable to or in any way set forth the cash dividend or distribution policies of the Company or any Subsidiaries, which cash dividend and distribution policies shall be determined solely by the Board, subject to Section 2.07.

(c) Subject to Section 2.06(d), if the Company and each of Wind Acquisition and CVPS, to the extent entitled to approve the Approved Budget in accordance with Section 2.06(b), cannot agree on and adopt an Approved Budget for the then-succeeding fiscal year by the end of the then current fiscal year, then the Approved Budget for such then-succeeding fiscal year shall be the then-existing Approved Budget, modified by increasing each line-item amount reflected therein no more than 10% or such other amount as may have been otherwise approved by Wind Acquisition and CVPS. For the fiscal year ending December 31, 2005, the existing operating and capital expenditure budgets for the Company and Subsidiaries attached hereto as Annex A (with such changes thereto as shall be mutually agreeable to Wind Acquisition and CVPS) shall be deemed to be the existing Approved Budget.

(d) Prior to the Full Funding, and without regard to whether amounts therefor are authorized in any Approved Budget, Wind Acquisition shall have sole discretion and authority to approve the purposes for which the Purchase Commitment is expended, including, without limitation, capital, project development or operating expenditures to be made with such Purchase Commitment, and neither the Company nor any of its Subsidiaries shall incur or pay any capital expenditure unless Wind Acquisition shall have consented to such incurrence or payment (as the case may be). In no event shall CVPS’s rights to consent to an Approved Budget under Section 2.06(b) limit the power and authority of Wind Acquisition as set forth under this Section 2.06(d) (and such right to consent shall be subject to the rights of Wind Acquisition under this Section 2.06(d)).

(e) CVPS’s rights under this Section 2.06 shall not be transferable by CVPS, including, without limitation, in connection with any Transfers of Company Equity Securities made by CVPS. Wind Acquisition shall be able to transfer its rights under this Section 2.06 to a Third Party only in connection with a Qualifying Rights Transfer.

SECTION 2.07. Limitations on Certain Actions by the Company. Subject to Sections 5.04(c)(ii), 5.04(e) and 2.08 hereto and for so long as (i) with respect to Wind Acquisition only, the Ownership Percentage of Wind Acquisition continues to equal or exceed 10%, or (ii) with respect to CVPS only, the Ownership Percentage of CVPS continues to equal or exceed 10%, without the consent of Wind Acquisition, so long as the condition set forth in the foregoing clause (i) is satisfied, and without the consent of CVPS, so long as the condition set forth in the foregoing clause (ii) is satisfied, the Company shall not (and to the extent applicable, its Subsidiaries shall not and the Company shall cause its Subsidiaries not to, and shall not take any action to approve or otherwise authorize the Project Companies to):

(a) amend or permit the amendment of the Company’s or any of its Subsidiaries’ or Project Companies’ certificate of incorporation, charter, by-laws, memorandum of association, articles of association, partnership agreement, limited liability company agreement, certificate of limited partnership, certificate of formation, certificate of trust, trust agreement, indenture or other agreement or instrument under which such Person is formed or organized under applicable laws, except (i) in a manner that would not adversely affect either Wind Acquisition or CVPS, (ii) in connection with any Drag-Along Sale, (iii) in connection with any Public Offering approved under Section 2.07(n) (if applicable) or sale of equity or debt securities otherwise permitted under this Section 2.07, (iv) in connection with the Jurisdictional Merger on the terms and conditions specified in Section 2.11 or (v) as may be required by applicable Law (including any changes in Law);

(b) institute or consent to, or permit any of its Subsidiaries or Project Companies to institute or consent to, any Bankruptcy Event or the liquidation, dissolution or winding-up of the Company or its Subsidiaries or Project Companies, subject to the fiduciary duties of the directors, general partners or managing members of the Company or any of its Subsidiaries or its Project Companies;

(c) enter into any transaction with any of the officers, directors, or Affiliates of the Company or any of their respective Subsidiaries or Project Companies, except in the ordinary course of business or pursuant to the reasonable requirements of the Business and upon fair and reasonable terms at least as favorable to the Company or such applicable Subsidiary or Project Company as could have been obtained on an arm’s length basis (other than a transaction that is subject to the rights of Wind Acquisition under Section 2.06(d) or subject to such Stockholder’s preemptive rights under Section 4.04); provided that (i) the transactions contemplated (including, without limitation, with respect to the Full Funding) under the Subscription Agreement, (ii) transactions relating to the employment or compensation of employees of the Company and its Subsidiaries expressly contemplated by the Subscription Agreement and (iii) transactions otherwise expressly contemplated by the terms of this Agreement, shall in each case be deemed to be transactions not subject to this Section 2.07(c);

(d) subject to the Statement of Management Authority incur, or become liable, or allow any of its Subsidiaries or take any action to approve or otherwise authorize any of its Project Companies to incur or become liable, for Indebtedness, other than Indebtedness (i) required (A) by any applicable law (including any changes in law), (B) under any contractual obligation not undertaken in violation of this Agreement, or (C) to repair any damage caused to any Project as a result of any accident, act of God, landslide, lightning, earthquake, fire, explosion, flood, nuclear radiation, acts of terrorism, war, riot or civil disturbance, insurrection, or any similar occurrence, (ii) as part of or in connection with a Public Offering approved under Section 2.07(n) (if applicable) or (iii) specified in or contemplated by an Approved Budget;

(e) subject to Section 2.06(d), any issuance of Company Equity Securities, other than (i) issuances of Company Equity Securities upon exercise, conversion or exchange of Company Equity Securities which, when issued, were exempt from such consent rights, (ii) issuances of Company Equity Securities to employees, officers and/or directors of the Company pursuant to employee benefit or similar plans or arrangements contemplated by the Subscription Agreement or otherwise implemented as part of funding pursuant to the Subscription Agreement, (iii) as part of a Public Offering approved under Section 2.07(n) (if applicable), and (iv) issuances otherwise required (A) for capital expenditure and project development expenses as contemplated by an Approved Budget, (B) in connection with the performance of the obligation to issue Company Equity Securities as contemplated under the Subscription Agreement, (C) for transactions contemplated by Sections 2.07(g) and 2.07(j), (D) by any applicable law (including any changes in law), (E) under any contractual obligation, or (F) to repair any damage caused to any Project as a result of any accident, act of God, landslide, lightning, earthquake, fire, explosion, flood, nuclear radiation, acts of terrorism, war, riot or civil disturbance, insurrection, or any similar occurrence;

(f) (x) declare or pay any dividends or make any distributions, in each case in cash or property, on its Company Equity Securities or (y) purchase, redeem or otherwise acquire any equity interest of the Company (including any Company Equity Securities) or any of its Subsidiaries or the Project Companies, or any securities convertible into an equity interest of the Company or any of its Subsidiaries, or, solely in the case of clause (y) above, permit any of its Subsidiaries or Project Companies to do any of the foregoing, other than (i) repurchases of equity interests from employees of the Company and its Subsidiaries upon termination of employment or (ii) as part of a Public Offering approved under Section 2.07(n) (if applicable);

(g) other than between the Company and any wholly-owned Subsidiary or between two wholly-owned Subsidiaries, merge or consolidate with any Third Party, or sell all or substantially all of its assets, in a single transaction or series of related transactions, to any Third Party, or permit any of its Subsidiaries, or take any action to permit any of its Project Companies, to merge or consolidate with any Third Party, or sell all or substantially all of such Subsidiary’s or Project Company’s assets in a single transaction or series of related transactions to any Third Party; provided, however, that the approval of CVPS shall not be required to the extent that any such transaction is (i) pursuant to and contemporaneously with a Drag-Along Sale or (ii) in connection with the Jurisdictional Merger on and subject to the terms and conditions specified in Section 2.11;

(i) adopt, materially amend or make any material modification to any cash bonus or severance plan, equity-based compensation plan or other compensation plan contemplated by the Subscription Agreement or otherwise implemented as part of the Initial Closing pursuant to the Subscription Agreement with respect to any employee or group of employees of the Company or any of its Subsidiaries, or permit any of such entities to do any of the foregoing; provided that Wind Acquisition and CVPS shall only have the right pursuant to this clause (i) to consent to the type and aggregate amount of compensation that may be awarded pursuant to any such plan and the general criteria by which such compensation may be awarded, but in no way the amount, type or criteria with respect to any individual under such plan, which shall be determined by the Board or its compensation committee;

(j) subject to the sole right of Wind Acquisition to consent to, or approve the making of any of the following described transactions in respect of, matters contemplated by Section 2.06(d), (i) acquire, or permit any of its Subsidiaries or Project Companies to acquire, the assets or business of any Person having a value in excess of $10,000,000 in any single transaction or series of related transactions unless specified in an Approved Budget or in the Statement of Management Authority then in effect, or (ii) make a loan or advance to any Person or guarantee any loan of any Person, in each case in an amount in excess of $10,000,000 in any single transaction or series of related transactions, or permit any of its Subsidiaries or Project Companies to do any of the foregoing;

(k) subject to the sole right of Wind Acquisition to consent to, or approve the making of any of the following described transactions in respect of, matters contemplated by Section 2.06(d), make, or permit any of its Subsidiaries or Project Companies to make, any sale or any other transfer of assets having a value in excess of $10,000,000 in any single transaction or series of related transactions unless specified in an Approved Budget or in the Statement of Management Authority then in effect;

(l) materially change the nature of the Company’s Business; it being understood that any services, activities or businesses incidental, or ancillary to, the Business, provided as such, shall not be considered a change in the Business;

(m) subject to any Lien or otherwise encumber or, except for Permitted Exceptions, permit, allow or suffer to be encumbered any of the properties or assets (whether tangible or intangible) of, or used by, the Company, any of its Subsidiaries or the Project Companies, in each case greater than $1,000,000, other than any Lien incurred in connection with Indebtedness permitted under Section 2.07(d);

(n) complete an initial Public Offering or any other action that would result in any Company Equity Securities becoming publicly traded; or

(o) obligate or otherwise commit or permit the Company or any of its Subsidiaries or take any action to permit the Project Companies (to the extent applicable), to do any of the foregoing things.

(a) The consent rights of each of CVPS and Wind Acquisition pursuant to Section 2.07 hereof shall be transferable to any other Third Party only in connection with a Qualifying Rights Transfer; provided, however, that, with respect to CVPS, the right to consent to the actions or transactions described in Sections 2.07(h), 2.07(i), 2.07(j) and 2.07(k) (only as applicable to such sections) shall, in any event, not be transferable.

(b) The right to consent to the actions or transactions described in Sections 2.07(d), 2.07(e), 2.07(g), 2.07(h), 2.07(j), 2.07(k), 2.07(l), 2.07(m), 2.07(n) and 2.07(o) (with respect to Section 2.07(o), only as to the actions enumerated in Sections 2.07(d), 2.07(e), 2.07(g), 2.07(h), 2.07(j), 2.07(k), 2.07(l), 2.07(m) and 2.07(n)) shall terminate (i) with respect to Wind Acquisition only, if the Ownership Percentage of Wind Acquisition falls below 25%, and (ii) with respect to CVPS only, if the Ownership Percentage of CVPS falls below 25%.

SECTION 2.09. Termination/Suspension of Certain Rights. In the event that (i) Wind Acquisition fails to fully comply with their obligations with respect to the Purchase Commitment and (except with respect to the Final Closing, as such term is defined in the Subscription Agreement) Wind Acquisition has not cured any such failure in its entirety within 30 days of such breach or (ii) the Full Funding has not occurred by the third anniversary of the execution of Subscription Agreement, then as of such time, the rights of Wind Acquisition under Sections 2.01, 2.06 and 2.07 shall be determined in accordance with the applicable Ownership Percentage of Wind Acquisition after giving effect to the conversion of the Class B Stock in accordance with the terms of the Restated Certificate as a result of the foregoing breach or failure to fund.

SECTION 2.10. Statement of Management Authority. Each of Wind Acquisition and CVPS shall use its good faith reasonable best efforts to cause the Board to adopt as soon as practicable after the date hereof, but in no event later than 60 days after the date hereof, a statement setting forth management’s authority and reporting responsibilities and specifying those actions that management shall have the authority to take without further approval from the Board (the “Statement of Management Authority”), which Statement of Management Authority shall be in form and substance to be agreed upon by Wind Acquisition and CVPS. Thereafter, for so long as Wind Acquisition or CVPS have an Ownership Percentage of at least 25%, the Statement of Management Authority may be amended only with the written consent of Wind Acquisition and CVPS, as applicable.

SECTION 2.11. Jurisdictional Merger. Upon the request of Wind Acquisition, each of CVPS and the Company shall use its respective commercially reasonable efforts to cause the Board and the Company to effect, as soon as practicable after such request, the Company’s change of its jurisdiction of incorporation to the State of Delaware, which may be accomplished through a merger of the Company with a corporation formed under the laws of the State of Delaware and pursuant to which all properties, rights, privileges, powers and franchises and all of the debts, liabilities and duties of the Company shall become those of the surviving corporation (the “Jurisdictional Merger”). The surviving corporation’s certificate of incorporation shall be in substance identical to the Restated Certificate except for those administrative and ministerial changes necessary to conform to Delaware Law and the by-laws of the surviving corporation shall be in form and substance substantially similar to the New By-Laws. The Jurisdictional Merger shall be subject to the prior approval of CVPS (which consent shall not be unreasonably withheld or delayed); provided, however, that CVPS shall be entitled to withhold its consent to the Jurisdictional Merger to the extent that it can demonstrate that the Jurisdictional Merger would have a significant adverse economic effect on CVPS or the Company. CVPS and the Company agree to cooperate fully in connection determining if any consents are necessary to effect the Jurisdictional Merger and with any filings or other actions that may be necessary to effect the Jurisdictional Merger. Upon the effectiveness of the Jurisdictional Merger, all references herein to sections of the VBCL shall automatically be deemed to be references to similar sections of the Delaware General Corporation Law.

(a) Each Stockholder understands and agrees that the Company Equity Securities held by it on the date hereof have not been registered under the Securities Act and are restricted securities under the Securities Act. No Stockholder shall Transfer any Company Equity Securities (or solicit any offers in respect of any Transfer of any Company Equity Securities), except in compliance with the Securities Act, any other applicable securities or “blue sky” laws and any restrictions on Transfer contained in this Agreement or any other provisions set forth in any other agreements or instruments pursuant to which such Company Equity Securities were issued. No Stockholder shall Transfer any Company Equity Securities if such Transfer would cause Company Equity Securities to become subject to registration under the Exchange Act, except in connection with a Public Offering.

(b) Neither Wind Acquisition nor CVPS may Transfer any of its Company Equity Securities, except (i) to a Permitted Transferee in accordance with Section 3.03, (ii) in a Transfer pursuant to or as permitted under Section 3.04, or (iii) in a Tag-Along Sale pursuant to Section 4.01, a Drag-Along Sale pursuant to Section 4.02 or a sale pursuant to a Buy/Sell Offer provided pursuant to Section 4.05, and, in respect of each of clauses (i), (ii) and (iii), any such Transfer thereunder must be only at such time as permitted pursuant to such provisions.

(c) Notwithstanding anything in this Agreement to the contrary, no Stockholder shall Transfer any Company Equity Securities to any Person unless such transferee shall have agreed in writing to be bound by the terms of this Agreement by executing a Joinder Agreement in the form of Exhibit A attached hereto (unless such transferee is already so bound).

(d) Notwithstanding anything in this Agreement to the contrary, no Stockholder shall Transfer any Company Equity Securities to any Person (whether or not a Permitted Transferee) if such Transfer would result in an Adverse Regulatory Event. No Stockholder shall take any action, and each Stockholder shall use commercially reasonable efforts to prevent any third-party action within its reasonable control, if such action would result in an Adverse Regulatory Event. Each Stockholder shall cooperate with any affected Stockholder, and shall use all commercially reasonable efforts, to remedy any Adverse Regulatory Event. Each Stockholder shall use commercially reasonable efforts not to acquire any interest in any, or become an electric utility or electric utility holding company if that would result in an Adverse QF Event. Unless otherwise required by law, no Stockholder will consummate any Transfer if, after reasonable inquiry into the circumstances of such transfer, including the regulatory status of the transferee, such Stockholder has knowledge that such Transfer would result in an Adverse QF Event. If any party breaches this Section 3.01(d), then the other parties shall be entitled to such relief at law or in equity as may be awarded by a court of competent jurisdiction. In connection with any Transfer permitted by the terms of this Agreement, each Stockholder, at the request and expense of the transferring Stockholder, will use its commercially reasonable efforts to (i) make all appropriate filings and submissions with any Governmental Authority that may be necessary, proper or advisable under applicable laws and regulations in respect of such Transfer and (ii) cooperate in all respects with the other Stockholders and the Company in connection with such filing or submission.

(e) Notwithstanding anything in this Agreement to the contrary, no Stockholder may Transfer any Company Equity Securities to any Company Competitor or any Affiliate of a Company Competitor unless such Transfer is in connection with a Drag-Along Sale or a CVPS Transaction.

(f) Notwithstanding anything else in this Agreement to the contrary, Wind Acquisition may not transfer the Class B Common Stock held by Wind Acquisition to any Person except a Permitted Transferee of Wind Acquisition without the prior written consent of CVPS in its sole discretion.

(g) Any attempt to Transfer any Company Equity Securities not in compliance with this Agreement shall be null and void and have no force or effect, and the Company shall not, and shall cause any transfer agent not to, give any effect in the Company’s stock records to such attempted Transfer. The parties hereto acknowledge that the transfer restrictions contained herein are reasonable and in the best interests of the Company.

(a) In addition to any other legend that may be required, each certificate for Company Equity Securities issued to any Stockholder shall bear a legend in substantially the following form:

“THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY FOREIGN OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS OR IN A TRANSACTION OUTSIDE THE UNITED STATES NOT SUBJECT TO THE SECURITIES ACT. THIS SECURITY IS ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE STOCKHOLDERS’ AGREEMENT DATED AS OF OCTOBER 12, 2005 (AS SUCH AGREEMENT MAY BE AMENDED FROM TIME TO TIME), A COPY OF WHICH MAY BE OBTAINED UPON REQUEST FROM CATAMOUNT ENERGY CORPORATION (THE “COMPANY”) OR ANY SUCCESSOR THERETO, AND BY THE COMPANY’S CERTIFICATE OF INCORPORATION. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE STOCKHOLDERS’ AGREEMENT AND THE COMPANY’S CERTIFICATE OF INCORPORATION.”

(b) If any Company Equity Securities shall become freely transferable under the Securities Act, upon the written request of the holder thereof, the Company shall issue to such holder a new certificate evidencing such Company Equity Securities without the first sentence of the legend required by Section 3.02(a) endorsed thereon. The Company may request that the holder provide an opinion of legal counsel reasonably acceptable to the Company stating that such Company Equity Securities are freely transferable under the Securities Act. If any Company Equity Securities cease to be subject to any and all restrictions on Transfer and all other obligations set forth in this Agreement, the Company, upon the written request of the holder thereof, shall issue to such holder a new certificate evidencing such Company Equity Securities without the second sentence of the legend required by Section 3.02(a) endorsed thereon.

(a) Subject to Section 3.01, any Stockholder may at any time Transfer any or all of its Company Equity Securities to a Permitted Transferee without the consent of any Person and without compliance with Sections 3.04 or 4.01, to the extent applicable, so long as such Permitted Transferee shall have agreed in writing to be bound by the terms of this Agreement by executing a Joinder Agreement in the form of Exhibit A attached hereto. Such Stockholder must give prior written notice to the Company of any proposed Transfer to a Permitted Transferee, including the identity of such proposed Permitted Transferee and such other documentation reasonably requested by the Company to ensure compliance with the terms of this Agreement.

(b) If, while a Permitted Transferee holds any Company Equity Securities, a Permitted Transferee ceases to qualify as a Permitted Transferee in relation to the initial transferring Stockholder from whom or which such Permitted Transferee or any previous Permitted Transferee of such initial transferring Stockholder received such shares (an “Unwinding Event”), then:

(i) the relevant initial transferor Stockholder shall forthwith notify the other Stockholders and the Company of the pending occurrence of such Unwinding Event; and

(ii) prior to such Unwinding Event, such initial transferor Stockholder shall take all actions necessary to effect a Transfer of all the Company Equity Securities held by the relevant Permitted Transferee either back to such Stockholder or, pursuant to this Section 3.03, to another Person that qualifies as a Permitted Transferee of such initial transferring Stockholder.

(a) Except for the dispositions permitted under Section 3.01(b) or in a Drag-Along pursuant to Section 4.02, prior to making any Transfer to a Third Party, if CVPS or Wind Acquisition (the “Offeror”) desires to Transfer all or any portion of its Company Equity Securities to a Third Party, then the Offeror shall first make a written offer (the “Offer Notice”) to sell such Company Equity Securities to Wind Acquisition (in the case where CVPS is the Offeror) or to CVPS (in the case where any of Wind Acquisition is the Offeror) (Wind Acquisition or CVPS, as applicable, the “Offeree”). The Offer Notice shall set forth: (i) the type and number of shares of Company Equity Securities proposed to be Transferred (the “Offered Securities”); (ii) the proposed cash price for the Offered Securities (the “Offer Price”) and all other terms and conditions of the proposed Transfer; and (iii) an offer to Transfer the Offered Securities to the Offeree pursuant to this Section 3.04.

(b) For a period of 15 days after receipt of the Offer Notice (the “Offer Period”), the Offeree shall have the right to elect to exercise its option to purchase, at the Offer Price and on the same terms and conditions contained in the Offer Notice, all but not less than all of the Offered Securities. The Offeree’s option to purchase the Offered Securities hereunder shall be exercisable by delivering written notice (an “Acceptance Notice”) to such effect, prior to the expiration of the Offer Period, to the Offeror. The failure of the Offeree to exercise its option to purchase all of the Offered Securities prior to the expiration of the Offer Period shall be deemed to be a waiver of its right to participate in the purchase of the Offered Securities pursuant to this Section 3.04.

(c) Unless the Offeree elects to purchase all of the Offered Securities or the Offeror consents to the purchase of less than all of the Offered Securities, the Offeror shall be free to Transfer all, but not less than all, of the Offered Securities to a Third Party or Third Parties on terms no less favorable to the Offeror than the terms set forth in the Offer Notice; provided, however, that if such Transfer is not consummated on or before 90 days after the expiration of the Offer Period (provided, that, if such Transfer is subject to regulatory approval, such 90-day period shall be extended until the expiration of five Business Days after all such approvals have been received, but in no event later than 120 days following the expiration of the Offer Period), the restrictions provided for herein shall again become effective, and no Transfer of such Offered Securities may be made thereafter by the Offeror without again offering the same to the Offerees in accordance with this Section 3.04.

(d) The closing of any Transfer of the Offered Securities pursuant to this Section 3.04 shall be held at the principal office of the Company at 10:00 a.m., local time, on or before 90 days after the Offeree’s delivery of an Acceptance Notice (provided, that, if such Transfer is subject to regulatory approval, such 90-day period shall be extended until the expiration of five Business Days after all such approvals have been received, but in no event later than 120 days after the delivery of such Acceptance Notice), or at such other time and place as the parties to the transaction may agree. At such closing, the Offeror shall deliver the certificate and other applicable instruments representing the Offered Securities and wire transfer instructions for payment of the consideration therefor, along with one or more assignment agreements transferring the Offered Securities to the Offeree in a form reasonably satisfactory to the Offeree, and accompanied by the Offered Securities to be Transferred shall be free and clear of any Liens, claims or encumbrances (other than restrictions imposed by this Agreement and pursuant to applicable federal, state and foreign securities laws) and the Offeror shall so represent and warrant, and further represent and warrant to such matters as are customary and usual for such a transaction, including that it is the record and beneficial owner of such Offered Securities, that it has all necessary power and authorization to consummate the Transfer, and that it has obtained or made all necessary consents, approvals, filings and notices from governmental authorities or third parties to consummate the Transfer. The Offeree shall deliver at such closing by wire transfer of immediately available funds, payment in full for such Offered Securities.

(e) The right of first offer of each of Wind Acquisition and CVPS pursuant to this Section 3.04 shall be transferable by Wind Acquisition and CVPS to a Third Party only in connection with a Qualifying Rights Transfer.

SECTION 3.05. Restricted Affiliate Transfers. No party hereto shall nor shall it agree to, nor will it permit any Restricted Affiliate or Restricted Affiliate Parent of a Stockholder to, (i) Transfer all or any portion of its interests in such Stockholder or Restricted Affiliate, (ii) enter into any statutory exchange, merger, amalgamation, consolidation or other business combination or any capital reorganization of such Stockholder or Restricted Affiliate, (iii) issue or Transfer any capital stock or any other equity interest in such Stockholder or Restricted Affiliate or any options, warrants or other securities convertible into or exchangeable for capital stock or other equity interests in such Stockholder or Restricted Affiliate, or (iv) Transfer all or substantially all of the assets of such Stockholder or Restricted Affiliate in a single transaction or a series of related transactions, without the applicable Stockholder first providing the other Stockholders a right of first offer on the terms set forth in Section 3.04 and with the Offer Price for such Offered Securities deemed to be the consideration that is attributable to such Company Equity Securities that such Stockholder, Restricted Affiliate or Restricted Affiliate Parent is entitled to receive in connection with any such transaction; provided, however, that nothing in this Section 3.05 shall be applicable to, prohibit or otherwise restrict, or otherwise require Section 3.04 to be applicable to (x) any Stockholder, Restricted Affiliate or Restricted Affiliate Parent from engaging in any transaction described or set forth in clause (i), (ii), (iii) or (iv) of this Section 3.05, solely with one or more Permitted Transferees of such Stockholder, Restricted Affiliate or Restricted Affiliate Parent, (y) any Affiliate of such Stockholder that is not a Restricted Affiliate or Restricted Affiliate Parent or (z) any CVPS Transaction. Any transaction by a Stockholder, Restricted Affiliate or Restricted Affiliate Parent in contravention of this Section 3.05(a) shall be deemed to be a Transfer by the Stockholder of a like portion of its Company Equity Securities and such Stockholder shall be required to comply with the provisions of Sections 3.01 and 3.04 with respect to such Company Equity Securities as if such applicable Stockholder was directly Transferring its Company Equity Securities and with the Offer Price for such Offered Securities deemed to be the consideration that is attributable to such Company Equity Securities that the Stockholder, Restricted Affiliate or Restricted Affiliate Parent received or is entitled or has agreed to receive in connection with such transaction.

SECTION 3.06. Additional Agreements in connection with Permitted Transfers. The Company and the Stockholders agree to cooperate with any Stockholder and any proposed transferee, and their respective advisors, to facilitate and effect any Transfer permitted pursuant to this Agreement. To that end, without limitation, upon the request of any Stockholder that proposes to make a Transfer permitted under Article 3 or Article 4 of this Agreement: (a) subject to any proposed transferee executing a confidentiality agreement with the Company reasonably satisfactory to the Company, the Company will, and will cause its and its Subsidiaries’ employees and personnel to, use its and their reasonable commercial efforts to facilitate and support any due diligence process being undertaken in connection with such Transfer; (b) if a Transfer satisfies the criteria of a Drag-Along Sale, the Company will promptly engage, on customary terms (including customary indemnification from the Company), a nationally recognized investment banking firm selected by the Drag-Along Seller to provide financial advisory services to the Company, the Drag-Along Seller and the Other Stockholders, and the Company shall pay the fees and expenses of such investment banking firm; (c) if Wind Acquisition will be Transferring all or substantially all of their Company Equity Securities in the transaction (including a Drag-Along Sale), the Company will, if applicable, enter into a definitive agreement with the proposed transferee(s) providing for such Transfer and make and agree to representations, warranties, covenants and indemnities and other similar agreements that are reasonable and customary for negotiated transactions of the type contemplated by such Transfer; and (d) the Company and the Stockholders will cooperate in the obtaining of all governmental and third-party approvals and consents reasonably necessary or desirable to consummate such Transfer, with the cost and expense of complying with this clause (d) to be borne by each transferor of Company Equity Securities in proportion to the amount transferred by each such transferor, or in the case of Drag-Along Sale, by the Company.

SECTION 3.07. Transfer Taxes. All Transfer Taxes incurred in connection with this Agreement and the transactions contemplated hereby shall be borne by the party responsible for paying such Transfer Taxes under applicable Law (the “Responsible Party”). The Responsible Party will file, to the extent required by applicable Law, all necessary Tax Returns (as defined in the Subscription Agreement) and other documentation with respect to all such Transfer Taxes. Notwithstanding anything to the contrary, to the extent any Transfer Taxes are incurred or payable in connection with the Jurisdictional Merger, such Transfer Taxes shall be borne by the Company

(a) Subject to Sections 4.01(i) and 4.03, if either (a) Wind Acquisition or (b) CVPS proposes to Transfer (in each case, the “Tag-Along Seller”) any Company Equity Securities to any Third Party, and the Potential Tagging Stockholder has not exercised its right of first offer rights set forth in Section 3.04 (a “Tag-Along Sale”),

(i) at least 20 days prior to the date of such proposed transfer, the Tag-Along Seller shall provide the Potential Tagging Stockholder written notice of the terms and conditions of such proposed Transfer, which shall be included in an Offer Notice (“Tag-Along Notice”) and offer the Potential Tagging Stockholder the opportunity to participate in such Transfer in accordance with this Section 4.01, and

(ii) the Potential Tagging Stockholder may elect, at its option, to participate in the proposed Transfer in accordance with this Section 4.01 (the Potential Tagging Stockholder, as an electing person, the “Tagging Person”).

(b) The Tag-Along Notice shall identify (i) the number and type of Company Equity Securities proposed to be sold by the Tag-Along Seller (“Tag-Along Offer”), (ii) the fraction expressed as a percentage, determined by dividing the number of shares of Company Equity Securities to be purchased from the Tag-Along Seller in such Tag-Along Sale by the total number of Company Equity Securities proposed to be sold that are then owned by the Tag-Along Seller (the “Tag-Along Percentage”) (it being understood that the Company shall reasonably cooperate with the Tag-Along Seller to calculate the Tag-Along Percentage), (iii) the form and amount of consideration for which the Transfer is proposed to be made, (iv) the name of the proposed purchaser and (v) all other material terms and conditions of the Tag-Along Offer, including the form of the proposed agreement, if any, and a firm offer by the proposed Third Party transferee to purchase Company Equity Securities from the Stockholders in accordance with this Section 4.01.

(c) From the date of its receipt of the Tag-Along Notice, the Tagging Person shall have the right (a “Tag-Along Right”), exercisable by written notice (“Tag-Along Response Notice”) given to the Tag-Along Seller within 15 days after its receipt of the Tag-Along Notice (the “Tag-Along Notice Period”), to request and require that the Tag-Along Seller include in the proposed Transfer, for the same consideration and on the same terms as those specified in the Tag-Along Notice, a number of Company Equity Securities that are to be part of the Tag-Along Sale held by the Tagging Person (such number of Company Equity Securities shall not in any event exceed the Tag-Along Percentage of the total number of Company Equity Securities held by such Tagging Person). The Tag-Along Response Notice shall include wire transfer instructions for payment of the purchase price for the Company Equity Securities to be sold in such Tag-Along Sale. The Tagging Person that exercises its Tag-Along Rights hereunder shall deliver to the Tag-Along Seller, with its Tag-Along Response Notice, the certificate or certificates representing the Company Equity Securities of such Tagging Person to be included in the Tag-Along Sale, together with a limited power-of-attorney authorizing the Tag-Along Seller to Transfer such Company Equity Securities on the terms set forth in the Tag-Along Notice. Delivery of the Tag-Along Response Notice with such certificate or certificates and limited power-of-attorney shall constitute an irrevocable acceptance of the Tag-Along Offer by the Tagging Person. In order to participate in a Tag-Along Sale, subject to Section 4.03(b), the Tagging Person must agree to enter into and execute substantially identical agreements and documents as the Tag-Along Seller enters into and executes in connection with the Tag-Along Sale.

(d) The Tag-Along Seller shall attempt to obtain the inclusion in the proposed Tag-Along Sale of the entire number of shares of the Company Equity Securities which each of the Tagging Person requested to have included in the Tag-Along Sale (as evidenced in the case of the Tag-Along Seller by the Tag Along Notice and in the case of each Tagging Person by such Tagging Person’s Tag-Along Response Notice), it being acknowledged by the Tagging Persons that the Management Stockholders have “tag-along” rights pursuant to the Management Stockholders’ Agreement (“Management Tag-Along Rights”) and the Tag-Along Seller will be obligated to notify and include the shares of Management Stockholders exercising Management Tag-Along Rights in accordance with the terms of the Management Stockholders’ Agreement (a “Management Tagging Person”). In the event the Tag-Along Seller shall be unable to obtain the inclusion of such entire number of shares of the Company Equity Securities in the proposed Tag-Along Sale, including the shares proposed to be sold by the Management Tagging Persons, the number of shares of the Company Equity Securities to be sold in the proposed Tag-Along Sale shall be allocated among the Tag-Along Seller, each Tagging Person and each Management Tagging Person, in proportion, as nearly as practicable, as follows:

(i) there shall be first allocated to each Tag-Along Seller, each Tagging Person and each Management Tagging Person, a number of shares of the Company Equity Securities equal to the lesser of (i) (x) with respect to a Tagging Person, the number of shares offered to be included by such Tagging Person in the proposed Tag-Along Sale pursuant to this Section 4.01, (y) with respect to a Tag Along Seller, the number of shares proposed to be included by such Tag Along Seller in the proposed Tag-Along Sale pursuant to this Section 4.01 or (z) with respect to a Management Tagging Person, the number of shares proposed to be included by such Management Tagging Person pursuant to Section 4.01(d)(i) of the Management Stockholders Agreement, and (ii) a number of shares of the Company Equity Securities equal to its Tag-Along Pro Rata Share; and

(ii) the balance, if any, not allocated pursuant to clause (i) above shall be allocated pro rata to each Tag-Along Seller, each Tagging Person and each Management Tagging Person based on their Tag-Along Pro Rata Share; provided that in no case shall any Tag-Along Seller, Tagging Person or Management Tagging Person be allocated an aggregate amount of shares exceeding the number of shares (x) with respect to a Tagging Person, elected to be included by such Tagging Person pursuant to this Section 4.01, (y) with respect to a Tag Along Seller, proposed to be included by such Tag Along Seller pursuant to this Section 4.01or (z) with respect to a Management Tagging Person, elected to be included pursuant to Section 4.01(d)(i) of the Management Stockholders Agreement.

(e) If, at the end of a 90-day period after the date of receipt of the Tag-Along Notice (which 90-day period shall be extended if any of the transactions contemplated by the Tag-Along Offer are subject to regulatory approval until the expiration of five Business Days after all such approvals have been received, but in no event later than 120 days after the date of receipt of the Tag-Along Notice), the Tag-Along Seller has not completed the Transfer of all such Company Equity Securities on substantially the same terms and conditions set forth in the Tag-Along Notice (but as to price, the terms shall be the same), the Tag-Along Seller shall (i) promptly return to the Tagging Person the limited power-of-attorney (and all copies thereof) together with all certificates representing the Company Equity Securities that such Tagging Person delivered for Transfer pursuant to this Section 4.01 and any other documents in the possession of the Tag-Along Seller executed by the Tagging Person in connection with the proposed Tag-Along Sale, and (ii) not conduct any Transfer of Company Equity Securities without again complying with this Section 4.01.

(f) Concurrently with the consummation of the Tag-Along Sale, the Tag-Along Seller shall (i) notify the Tagging Person thereof, (ii) remit or cause to be remitted to the Tagging Person the total consideration to be paid at the closing of the Tag-Along Sale for the Company Equity Securities of the Tagging Person Transferred pursuant thereto, with the cash portion of the purchase price paid by wire transfer of immediately available funds in accordance with the wire transfer instructions in the Tag-Along Response Notice and (iii) promptly after the consummation of such Tag-Along Sale, furnish such other evidence of the completion and the date of completion of such Transfer and the terms thereof as may be reasonably requested by the Tagging Person.

(g) If at the termination of the Tag-Along Notice Period, the Potential Tagging Stockholder shall not have elected to participate in the Tag-Along Sale, the Potential Tagging Stockholder shall be deemed to have waived its rights under Section 4.01(a) with respect to, and only with respect to, the Transfer of its Company Equity Securities pursuant to such Tag-Along Sale.

(h) The Tag-Along Seller shall Transfer, on behalf of itself and the Tagging Person, the Company Equity Securities subject to the Tag-Along Offer and elected by the Tagging Person to be Transferred on the terms and conditions set forth in the Tag-Along Notice within 90 days (or such longer period as extended under Section 4.01(e)) after the date of receipt of the Tag-Along Notice.

(i) Notwithstanding anything contained in this Section 4.01, there shall be no liability on the part of the Tag-Along Seller to the Tagging Persons (other than the obligation to return any certificates evidencing Company Equity Securities and limited powers-of-attorney received by the Tag-Along Seller) if the Transfer of Company Equity Securities pursuant to Section 4.01 is not consummated for whatever reason. The decision to effect a Transfer of Company Equity Securities pursuant to this Section 4.01 by the Tag-Along Seller is in the sole and absolute discretion of the Tag-Along Seller.

(j) This Section 4.01 shall not apply to any Transfer of Company Equity Securities (i) in a Drag-Along Sale for which the Drag-Along Seller shall have elected to exercise its rights under Section 4.02, (ii) in, or in connection with, a Public Offering or (iii) in connection with any transaction with any Person approved by the Board and Stockholders in accordance with the Restated Certificate, New By-laws or applicable Law pursuant to which cash, shares or other securities of such Person are exchanged or substituted for all of the Common Shares.

(k) The rights of Wind Acquisition and CVPS to participate in a Transfer (including, without limitation, the right to receive the applicable notices in respect of a proposed Transfer) pursuant to this Section 4.01 shall be transferable by Wind Acquisition and CVPS to a Third Party only in connection with a Qualifying Rights Transfer.

(a) Subject to Sections 4.02(e), 4.02(f), 4.02(g) and 4.03, if at any time after the third anniversary hereof, Wind Acquisition (in such capacity, the “Drag-Along Seller”) proposes to Transfer Company Equity Securities to any Third Party or Third Parties (the “Drag-Along Transferee”) in a single transaction or in a series of related transactions, and

(i) the Company Equity Securities to be Transferred by the Drag-Along Seller represent all of the Company Equity Securities then owned by the Drag Along Seller and not less than the Initial Ownership of Wind Acquisition; and

(ii) as of the date such Transfer is proposed to be consummated, by pro forma calculation as if such Drag-Along Sale was consummated, the Required Return shall have been achieved in respect of the aggregate Cost of the Company Equity Securities owned by CVPS at the time of such Drag-Along Sale.

(any such Transfer, a “Drag-Along Sale”), the Drag-Along Seller may at its option require each Other Stockholder, and each Other Stockholder hereby agrees, to Transfer its Drag-Along Portion held by such Other Stockholder, for the same consideration per share or unit of the relevant class of Company Equity Securities and otherwise on the same terms and conditions as and applicable to the Drag-Along Seller. All Other Stockholders shall cooperate in, and shall take all actions that the Drag-Along Seller deems reasonably necessary or desirable to consummate the Drag-Along Sale, including, without limitation, (i) voting their respective Company Equity Securities (or executing and delivering any written consents in lieu thereof) in favor of the Drag-Along Sale and all actions deemed necessary or appropriate by the Board in connection with the Drag-Along Sale, and against any action or proposal that may prevent, hinder or impede the consummation of the Drag-Along Sale, (ii) not exercising any dissenters’ or appraisal rights to which they may be entitled in connection with the Drag-Along Sale, and (iii) subject to Section 4.03(b), entering into agreements with the Drag-Along Transferee on terms substantially identical to those (if any) entered into between the Drag-Along Transferee and the Drag-Along Seller. If any Other Stockholder defaults in voting or transferring its Drag-Along Portion or taking any other action required by this Section 4.02(a), a representative designated by Wind Acquisition shall forthwith be deemed to be the duly appointed proxy and attorney-in-fact of such Other Stockholder with full power to vote the Company Equity Securities held by such Other Stockholder and to execute and deliver in the name and on behalf of such Other Stockholder all such agreements, instruments and other documentation (including any written consents of stockholders) as is required to Transfer the Company Equity Securities held by such Other Stockholder to the Drag-Along Transferee.

(b) The Drag-Along Seller shall provide written notice of such Drag-Along Sale to the Other Stockholders (a “Drag-Along Sale Notice”) not later than 20 days prior to the proposed Drag-Along Sale. The Drag-Along Sale Notice shall identify the Drag-Along Transferee and the form and amount of consideration for which a Transfer is proposed to be made (the “Drag-Along Sale Price”), the name of the proposed purchaser and all other material terms and conditions of the Drag-Along Sale. Each Other Stockholder shall be required to participate in the Drag-Along Sale on the terms and conditions set forth in the Drag-Along Sale Notice and to tender its Company Equity Securities. The price payable in such Transfer shall be the Drag-Along Sale Price. Not later than 10 days after receipt of the Drag-Along Sale Notice (the “Drag-Along Sale Notice Period”), each of the Other Stockholders shall deliver to a representative of the Drag-Along Seller designated in the Drag-Along Sale Notice the certificate and other applicable instruments representing the Company Equity Securities of such Other Stockholder to be included in the Drag-Along Sale, together with wire transfer instructions for payment of the cash portion of the consideration to be received in such Drag-Along Sale, or, if such delivery is not permitted by applicable law, an unconditional agreement to deliver such Company Equity Securities pursuant to this Section 4.02(b) at the closing for such Drag-Along Sale against delivery to such Other Stockholder of the consideration therefor. If an Other Stockholder should fail to deliver such certificates to the Drag-Along Seller and the Drag-Along Sale is consummated, the Company shall cause the books and records of the Company to reflect that such Company Equity Securities are bound by the provisions of this Section 4.02(b) and that such Company Equity Securities shall be Transferred to the Drag-Along Transferee immediately upon surrender for Transfer by the holder thereof.

(c) The Drag-Along Seller shall have a period of 120 days from the date of receipt of the Drag-Along Sale Notice to consummate the Drag-Along Sale on the terms and conditions set forth in such Drag-Along Sale Notice; provided, that if such Drag-Along Sale is subject to regulatory approval, such 120-day period shall be extended until the expiration of five Business Days after all such approvals have been received, but in no event later than 180 days after the date of receipt of the Drag-Along Sale Notice. If the Drag-Along Sale shall not have been consummated during such period, the Drag-Along Seller shall promptly return to each of the Other Stockholders all certificates and other applicable instruments representing Company Equity Securities that such Other Stockholders delivered for Transfer pursuant hereto, together with any other documents in the possession of the Drag-Along Seller executed by the Other Stockholders in connection with such proposed Transfer, and all the restrictions on Transfer contained in this Agreement or otherwise applicable at such time with respect to such Company Equity Securities owned by the Other Stockholders shall again be in effect.

(d) Concurrently with the consummation of the Drag-Along Sale, the Drag-Along Seller shall give notice thereof to the Other Stockholders, shall remit or cause to be remitted to each of the Other Stockholders that have surrendered their certificates and other applicable instruments the total consideration to be paid at the closing of the Drag-Along Sale (the cash portion of which is to be paid by wire transfer of immediately available funds in accordance with such Other Stockholder’s wire transfer instructions) for the Company Equity Securities Transferred pursuant hereto, and shall furnish such other evidence of the completion and time of completion of such Transfer and the terms thereof as may be reasonably requested by such Other Stockholders.

(e) Notwithstanding anything contained in this Section 4.02, there shall be no liability on the part of the Drag-Along Seller to the Other Stockholders (other than the obligation to return the limited power-of-attorney and the certificates and other applicable instruments representing Company Equity Securities received by the Drag-Along Seller) if the Transfer of Company Equity Securities pursuant to this Section 4.02 is not consummated for whatever reason, regardless of whether the Drag-Along Seller has delivered a Drag-Along Sale Notice. The decision to effect a Transfer of Company Equity Securities pursuant to this Section 4.02 by the Drag-Along Seller is in the sole and absolute discretion of the Drag-Along Seller.

(f) Notwithstanding the foregoing, the Drag-Along Seller may cause a Drag-Along Sale pursuant to Section 4.02(a) in a Transfer for less than all of the outstanding Company Equity Securities to the extent that the Drag-Along Transferee requests that the Stockholders retain a sufficient number of Company Equity Securities to permit the use of leveraged recapitalization accounting for the Drag-Along Sale; provided, however, that such retained shares do not exceed 10% of the issued and outstanding Company Equity Securities and; provided, further, that CVPS may, at its option, transfer all of the Shares owned by CVPS at such time or retain a pro rata Share of the aggregate retained shares (based on their relative Ownership Percentage at such time).

(g) The provisions of this Section 4.02 shall not apply to any Transfer of Company Equity Securities in, or in connection with, a Public Offering. CVPS’s obligations under this Section 4.02 shall no longer apply with respect to any Company Equity Securities that CVPS Transfers to a Third Party or Third Parties otherwise in compliance with the provisions of Sections 3.01 and 3.04 hereof.

SECTION 4.03. Additional Conditions to Tag-Along Sales and Drag-Along Sales. Notwithstanding anything contained in Sections 4.01 or 4.02 to the contrary, in connection with a Tag-Along Sale under Section 4.01 or a Drag-Along Sale under Section 4.02:

(a) upon the consummation of such Tag-Along Sale or Drag-Along Sale, all of the Stockholders participating therein will receive the same form and amount of consideration per share, or, if any Stockholder is given an option as to the form and amount of consideration to be received, all Stockholders participating therein will be given the same option; and

(b) each Other Stockholder shall (i) make such representations, warranties and covenants and enter into such definitive agreements as are customary for transactions of the nature of the proposed Transfer, (ii) benefit from and be subject to all of the same provisions of the definitive agreements as are applicable to the Tag-Along Seller or Drag-Along Seller, as the case may be, (iii) be required to bear its proportionate share of any escrows, holdbacks or adjustments in respect of the purchase price or indemnification obligations; provided, however, that, if such Other Stockholder has an Ownership Percentage of less than 25% at the time of such Tag-Along Sale or Drag-Along Sale, such instruments of conveyance and transfer and such purchase agreements, merger or amalgamation agreements, indemnity agreements, escrow agreements and related documents shall not include any representations or warranties of such Stockholder regarding the Company or its business except such representations and warranties as are ordinarily given by a seller of securities with respect to such seller’s authority to sell, enforceability of agreements against such seller, such seller’s good title in such securities and the good title in such securities to be acquired at closing by the proposed purchaser; which may be included in all cases; provided, further, that no Other Stockholder shall be obligated (A) to indemnify, other than severally indemnify, any Person in connection with such Tag-Along Sale or Drag-Along Sale, as the case may be, or (B) to incur liability to any Person in connection with such Tag-Along Sale or Drag-Along Sale, as the case may be, including, without limitation, under any indemnity, in excess of the lesser of (1) its pro rata share of such liability and (2) the proceeds realized by such Other Stockholder in such sale, and (iv) cooperate in obtaining all governmental and third-party consents and approvals reasonably necessary or desirable to consummate such Tag-Along Sale or Drag-Along Sale.

(a) The Company shall give each of Wind Acquisition and CVPS written notice (an “Issuance Notice”) of any proposed issuance by the Company of any Company Equity Securities at least 15 days prior to the proposed issuance date. The Issuance Notice shall specify the number and class of such Company Equity Securities and, subject to the determination of the price at which such Company Equity Securities are proposed to be issued in accordance with Section 4.04(g), the other material terms and conditions of the issuance. Subject to Section 4.04(f), Wind Acquisition and CVPS shall be entitled to purchase such Stockholder’s pro rata share of the Company Equity Securities proposed to be issued such that upon consummation of such proposed issuance such Stockholder shall own the same Ownership Percentage as it did immediately prior to such issuance, on the terms and conditions specified in the Issuance Notice, it being acknowledged that the Management Stockholders are also entitled to preemptive rights pursuant to the Management Stockholders Agreement.

(b) Each of Wind Acquisition and CVPS may exercise its rights under this Section 4.04 by delivering written notice of its election to purchase such Company Equity Securities to the Company and to each other within 15 days after the later of receipt of the Issuance Notice and the determination of the price at which such Company Equity Securities are proposed to be issued in accordance with Section 4.04(g). A delivery of such notice (which notice shall specify the number (or amount) of Company Equity Securities requested to be purchased by the Stockholder submitting such notice) by such Stockholder shall constitute a binding agreement of such Stockholder to purchase, at the price as determined in accordance with Section 4.04(g) and otherwise on the terms and conditions specified in the Issuance Notice, the number of shares (or amount) of Company Equity Securities specified in such Stockholder’s notice. If, at the termination of such 15 day-period, any of Wind Acquisition or CVPS shall not have exercised its rights to purchase any of such Stockholder’s pro rata share of such Company Equity Securities, such Stockholder shall be deemed to have waived all of its rights under this Section 4.04 with respect to, and only with respect to, the purchase of such Company Equity Securities specified in the Issuance Notice.

(c) If any of Wind Acquisition, CVPS or any Management Stockholder fails to exercise its preemptive rights under this Section 4.04, or with respect to the Management Stockholders, under the Management Stockholders’ Agreement, or elects to exercise such rights with respect to less than such Stockholder’s pro rata share (the difference between such Stockholder’s or Management Stockholder’s pro rata share and the number of shares for which such Stockholder or Management Stockholder exercised its preemptive rights under this Section 4.04, or with respect to a Management Stockholder, under the Management Stockholders’ Agreement, the “Excess Shares”), any participating Stockholder electing to exercise its rights with respect to its full pro rata share (a “Fully Participating Stockholder”) shall be entitled to purchase from the Company an additional number of Company Equity Securities equal to the product of (i) the Excess Shares and (ii) a fraction, the numerator of which is the Ownership Percentage of such Fully Participating Stockholder, and the denominator of which is equal to the sum of (x) the Ownership Percentage of all Fully Participating Stockholders and (y) the Ownership Percentage of all Management Stockholders that elected to exercise their preemptive rights with respect to their full pro rata share pursuant to Section 4.04(b) of the Management Stockholders’ Agreement.

(d) The Company shall have 90 days after the date of the Issuance Notice to consummate the proposed issuance of any or all of such Company Equity Securities that Wind Acquisition and CVPS have elected not to purchase at the price as determined in accordance with Section 4.04(g) and otherwise upon terms and conditions that are not materially less favorable to the Company than those specified in the Issuance Notice; provided, that if such issuance is subject to regulatory approval, such 90-day period shall be extended until the expiration of five Business Days after all such approvals have been received, but in no event later than 120 days after the date of the Issuance Notice. At the consummation of such issuance, the Company shall issue certificates representing the Company Equity Securities to be purchased by each Stockholder exercising preemptive rights pursuant to this Section 4.04 registered in the name of such Stockholder, against payment by such Stockholder of the purchase price for such Company Equity Securities. If the Company proposes to issue any class of Company Equity Securities after such 90-day period or on other terms materially less favorable to the issuer, it shall again comply with the procedures set forth in this Section 4.04.

(e) The closing of any issuance of Company Equity Securities to Wind Acquisition and/or CVPS pursuant to this Section 4.04, shall take place at the time and in the manner provided in the Issuance Notice; provided, however, that the time of the issuance may be further specified by the Company in a separate notice no later than 10 days after the date on which the price for such issuance shall be determined in accordance with Section 4.04(g). The Company shall be under no obligation to consummate any proposed issuance of Company Equity Securities, nor shall there be any liability on the part of the Company to any Stockholder, if the Company has not consummated any proposed issuance of Company Equity Securities pursuant to this Section 4.04 for whatever reason, regardless of whether it shall have delivered an Issuance Notice in respect of such proposed issuance.

(f) The preemptive rights under this Section 4.04 shall not apply to (i) issuances or sales of Company Equity Securities to employees, officers and/or directors of the Company pursuant to employee benefit or similar plans or arrangements of the Company approved in accordance with Section 2.07(i), (ii) issuances or sales of Company Equity Securities upon exercise, conversion or exchange of Company Equity Securities, which, when issued, were exempt from the preemptive rights, (iii) securities distributed or set aside ratably to all holders of Company Equity Securities on a per share equivalent basis, (iv) issuances or sales in, or in connection with, a Public Offering, a merger of the Company with or into another Person or an acquisition by the Company of another Person or substantially all the assets of another Person, subject to the provisions of Sections 2.07(g) and 2.07(j), (v) issuances of Company Equity Securities as a bona-fide “equity kicker” to a lender in connection with a debt financing that is permitted under Section 2.07(d) or (vi) issuances of Company Equity Securities specifically provided for in the Subscription Agreement. Upon any issuances or sales of Company Equity Securities as a unit with any other Company Equity Securities, the preemptive rights under this Section 4.04 shall be applicable to the entire unit rather than only the Company Equity Securities included in the unit.

(g) At any such time as the Company shall provide an Issuance Notice in accordance with Section 4.04(a), if Wind Acquisition and CVPS shall not have previously mutually agreed to the price at which the Company Equity Securities are proposed to be issued pursuant to such notice (including, without limitation, as part of the approval of such issuance pursuant to Section 2.07(e)), then Wind Acquisition and CVPS shall, for a period of 10 days following their receipt of the Issuance Notice, attempt to agree upon the price at which the Company Equity Securities shall be issued subject to the rights provided under this Section 4.04. If Wind Acquisition and CVPS shall so mutually agree, then the mutually agreed price shall be the price at which the Company Equity Securities shall be issued with respect to the corresponding Issuance Notice. If Wind Acquisition and CVPS shall be unable to agree upon such price by the expiration of such 10-day period, then within three Business Days after the expiration of such 10-day period (such third Business Day being referred to herein as the “Appraisal Process Commencement Date”), the Company shall select a nationally recognized investment banking firm (which may not be an Affiliate or the principal investment banking firm of either of Wind Acquisition or CVPS) (an “Appraiser”) and instruct the Appraiser to (i) prepare, within 30 days of the Appraisal Process Commencement Date, a report which sets forth the Appraiser’s determination of the fair value of the Company Equity Securities proposed to be issued (the “Fair Value of the Subject Interest”), which shall be a single amount as opposed to a range, and which includes work papers indicating the basis for and calculation of the Fair Value of the Subject Interest (an “Appraisal Report”) and (ii) deliver to the Company an oral and written opinion as to the Fair Value of the Subject Interest. The fees and expenses of the Appraiser shall be paid by the Company. The Company shall also instruct the Appraiser to deliver its Appraisal Report together with its oral and written opinions as to the Fair Value of the Subject Interest within 30 days after the Appraisal Process Commencement Date and determine the Fair Value of the Subject Interest by giving consideration to a range of analytical methodologies, potentially including, but not limited to, comparable trading analysis and marketability of the Company Equity Securities proposed to be issued, comparable transaction analysis and discounted cash flow analysis and valuing the Company as a going concern on a stand-alone basis without regard to synergies that might be achieved by a particular purchaser, and no consideration should be given to the values that are initially assigned to assets of the Company for purchase accounting or tax accounting purposes. In respect of any Issuance Notice for which an Appraisal Report is delivered, the product of the Fair Value of the Subject Interest divided by the number of such Company Equity Securities shall be the price at which such Company Equity Securities are proposed to be issued in connection with such Issuance Notice.

(h) CVPS’s and Wind Acquisition’s preemptive rights under this Section 4.04 shall be transferable only in connection with a Qualifying Rights Transfer.

(a) Provided that such Person is not in breach of its obligations under Section 5.04 hereof, and subject to Sections 4.05(d) and 4.05(f), each of (i) Wind Acquisition and (ii) CVPS (in each case, the “Buy/Sell Initiator”) shall have the right, at any time after the third anniversary of the date hereof, exercisable by written notice to Wind Acquisition, if CVPS shall be the Buy/Sell Initiator, and CVPS, if Wind Acquisition shall be the Buy/Sell Initiator (in each case, the “Buy/Sell Recipient”), to offer to sell all but not less than all (the “Buy/Sell Offer”) of such Buy/Sell Initiator’s Company Equity Securities at a cash purchase price specified (specifying in detail the purchase price per share or other applicable security) in the Buy/Sell Offer.

(b) For a period of 15 days after receipt of the Buy/Sell Offer, the Buy/Sell Recipient shall have the right to elect to (i) purchase, at the cash purchase price specified in the Buy/Sell Offer, all but not less than all of the Buy/Sell Initiator’s Company Equity Securities, or (ii) sell, at the cash purchase price per share or other applicable security equivalent to the cash purchase price specified in the Buy/Sell Offer, all but not less than all of the Buy/Sell Recipient’s Company Equity Securities to the Buy/Sell Initiator. The Buy/Sell Recipient’s election to purchase or sell such Company Equity Securities hereunder shall be exercisable by delivering irrevocable written notice to such effect, prior to the expiration of such 15-day period. If the Buy/Sell Recipient shall not have responded to the Buy/Sell Offer prior to the expiration of such 15-day period, the Buy/Sell Recipient shall be deemed to have automatically and irrevocably accepted the Buy/Sell Offer of the Buy/Sell Initiator.

(c) The closing of any sale and purchase pursuant to this Section 4.05 shall be held at the principal office of the Company at 10:00 a.m., local time, on or before 90 days after the Buy/Sell Initiator shall have delivered the written notice containing the Buy/Sell Offer; provided, that if such sale and purchase is subject to regulatory approval, such 90-day period shall be extended until the expiration of five Business Days after all such approvals have been received, but in no event later than 120 days after the date of receipt of the notice containing the Buy/Sell Offer, or at such other time and place as the parties to the transaction may agree. At such closing, the applicable selling Stockholder shall deliver the certificates and other applicable instruments representing the Company Equity Securities to be sold by it, and wire transfer instructions for payment of the consideration therefor, along with one or more assignment agreements transferring such Company Equity Securities to the applicable purchase in a form reasonably satisfactory to such purchaser, and accompanied by all requisite transfer taxes, if any, and the Company Equity Securities to be Transferred shall be free and clear of any Liens, claims, encumbrances (other than restrictions imposed by this Agreement and pursuant to applicable federal, state and foreign securities laws) and the selling Stockholder shall so represent and warrant, and further represent and warrant to such matters as are customary and usual for such a transaction, including that such selling Stockholder is the record and beneficial owner of such Company Equity Securities, that it has all necessary power and authorization to consummate the Transfer, and that it has obtained or made all necessary consents, approvals, filings and notices from governmental authorities or third parties to consummate the Transfer. The purchaser with respect to such closing by wire transfer of immediately available funds the payment in full for such Company Equity Securities.

(d) Neither Wind Acquisition nor CVPS may exercise its right to initiate a Buy/Sell Offer pursuant to Section 4.05(a) (the “Buy/Sell Right”) during the six-month period following the date on which Wind Acquisition shall have provided CVPS notice that Wind Acquisition is in good faith engaged or other otherwise involved in efforts that could reasonably result in a Drag-Along Sale; provided, however, that (i) such six-month period shall terminate if Wind Acquisition ceases to be engaged or otherwise involved in efforts that could reasonably result in a Drag-Along Sale for a period of 30 consecutive days and (ii) such six-month period shall be extended to the extent Wind Acquisition enters during such period into any definitive agreement for a transaction that, upon consummation thereof, will constitute a Drag-Along Sale (a “Transaction Commitment”) until such time as such Transaction Commitment shall be terminated in accordance with its terms. Wind Acquisition may exercise the right of deferral under this Section 4.05(d) no more than once in any 24-month period.

(e) The rights of Wind Acquisition and CVPS under this Section 4.05 shall be transferable by Wind Acquisition and CVPS to a Third Party only in connection with a Qualifying Rights Transfer.

(f) Notwithstanding anything in this Agreement to the contrary, CVPS may not exercise its rights under this Section 4.05 at any time that (i) a Competitive CVPS Change of Control shall have occurred or (ii) CVPS or any Person controlling, or under common control with, CVPS shall have entered into agreement with any Person that shall cause or result in an Competitive CVPS Change of Control.

(a) Financial Reports. Except as otherwise provided under this Agreement, until the consummation of the first Public Offering, the Company will deliver, or will cause to be delivered, the following to each Stockholder until such time as the Ownership Percentage of such Stockholder falls below 10%:

(i) as soon as available after the end of each fiscal year of the Company, and in any event within 90 days thereafter, a consolidated balance sheet of the Company and its Subsidiaries as of the end of such fiscal year, and consolidated statements of income, retained earnings and cash flows of the Company and its Subsidiaries for such year, prepared in accordance with GAAP and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and accompanied by the opinion of independent public accountants of recognized national standing selected by the Company; and

(ii) as soon as available after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company, and in any event within 45 days thereafter, a consolidated balance sheet of the Company and its Subsidiaries as of the end of each such quarterly period, and consolidated statements of income, retained earnings and cash flows of the Company and its Subsidiaries for such period and for the current fiscal year to date, prepared in accordance with GAAP (subject to normal year-end audit adjustments and the absence of notes thereto) and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year, all in reasonable detail and certified by the principal financial or accounting officer of the Company;

(iii) as soon as available after the end of each month and in any event within 30 days thereafter, a consolidated balance sheet of the Company and its Subsidiaries as of the end of such month and consolidated statements of operations, income, cash flows, retained earnings and stockholders’ equity of the Company and its Subsidiaries, for each month and for the current fiscal year of the Company to date, prepared in accordance with GAAP (subject to normal year-end audit adjustments and the absence of notes thereto); and

(iv) as soon as reasonably practicable, any other financial, operating or management reports that the Board requests from management of the Company or any of its Subsidiaries and, as soon as reasonably practicable, but in no event later than five Business Days after receipt by the Company or any of its Subsidiaries, any financial, operating or management reports provided to the Company or any of its Subsidiaries in respect of any Project.

(b) Other Information. Except as otherwise provided under this Agreement, the Company covenants and agrees to deliver to (i) each Stockholder until such time as such Stockholder shall cease to own at least 10% of the outstanding Company Equity Securities, with reasonable promptness, such other information and data, including, but not limited to such information and reports made available to any lender of the Company or any of its Subsidiaries under any credit agreement or otherwise, any information necessary to assist any Stockholder in preparing its tax filings and preserving its qualification as a “venture capital operating company” as defined in the regulations promulgated under the Employment Retirement Income Security Act of 1974 by the United States Department of Labor, with respect to the Company and each of its Subsidiaries as from time to time may be reasonably requested by such Stockholder.

(c) Access. Except as otherwise provided under this Agreement, the Company shall, and shall cause its and its Subsidiaries’ officers, directors, employees, auditors and other agents to, until such time as a Stockholder shall cease to own at least 10% of the outstanding Company Equity Securities, (i) afford the officers, employees, auditors and other agents of such Stockholder, during normal business hours and upon reasonable notice, reasonable access and consultation rights at all reasonable times to its officers, employees, auditors, legal counsel, properties, offices, plants and other facilities and to all books and records, and (ii) afford such Stockholder the opportunity to discuss the Company’s affairs, finances and accounts with the Company’s officers from time to time as each such Stockholder may reasonably request. Nothing herein shall supersede any statutory right of access to which a Stockholder may be entitled.

(a) Each of the parties hereby covenants and agrees (and CVPS hereby specifically acknowledges and agrees for itself and on behalf of its Subsidiaries and Affiliates) that it shall, and it shall cause its Affiliates and its and their officers, directors, employees, legal counsel, agents and representatives (together with the Affiliates, the “Confidentiality Affiliates”) to, (i) hold confidential and not disclose (other than by a Stockholder to its Confidentiality Affiliates having a reasonable need to know in connection with the permitted purposes hereunder), without the prior written consent of the other Stockholders, all confidential or proprietary written, recorded or oral information or data (including research, developmental, engineering, manufacturing, technical, marketing, sales, financial, operating, performance, cost, business and process information or data, know-how and computer programming and other software techniques) provided in connection herewith or with the Business, whether in its possession before or after the date hereof and whether such confidentiality or proprietary status is indicated orally or in writing or in a context in which the Company or the disclosing Party reasonably communicated, or the receiving Party or its Confidentiality Affiliates should reasonably have understood, that the information should be treated as confidential, whether or not the specific words “confidential” or “proprietary” are used (“Confidential Information”) and (ii) use such Confidential Information only for the purposes of performing its obligations hereunder to which it is a party and carrying on the business of the Company; provided, however, that such party may disclose any such Confidential Information on a confidential basis to current and prospective lenders in connection with a loan or prospective loan to such party and to prospective purchasers of Company Equity Securities, as well as to their legal counsel, agents and representatives; provided further that (A) such party will establish policies and procedures satisfactory to the Company and the other parties hereto in connection with any such disclosure and (B) each recipient of Confidential Information executes an enforceable non-disclosure agreement, in form and substance reasonably satisfactory to the Company and the Stockholders (it being understood that the Company shall be under no obligation to permit the disclosure of information it believes to be competitively sensitive). Notwithstanding the foregoing, the parties hereto may disclose any such Confidential Information on a confidential basis to limited partners or prospective limited partners or investors of a Stockholder or its Confidentiality Affiliates in connection with fundraising efforts and reporting requirements except that, in each case, no Competitively Sensitive Information may be provided to any such entity that is reasonably believed to be a Company Competitor or Affiliated with a Company Competitor. The obligation set forth in this Section 5.02(a) shall not entitle, or provide a right to, any of the Stockholders or any of their respective Confidentiality Affiliates to receive Confidential Information.

(b) The obligations contained in Section 5.02(a) shall not apply, or shall cease to apply, to Confidential Information if or when, and to the extent that, such Confidential Information (i) was, or becomes through no breach of the receiving party’s obligations hereunder, known to the public, (ii) becomes known to the receiving Party or its Confidentiality Affiliates from any source under circumstances not involving any breach of any confidentiality obligation by such source, or (iii) is required to be disclosed by law, governmental regulation or applicable legal process.

(c) Except as required by applicable Law, each of the parties hereto agrees that it will not issue or release for external publication any article, advertising, publicity, press release relating to the Company, the Business, this agreement, or any of the transactions contemplated hereby or thereby any documents related hereto (or the terms hereof or thereof) without the prior consent of the Board, which consent shall not be unreasonably withheld or delayed; provided that, for so long as any of Wind Acquisition or its Permitted Transferees shall remain a Stockholder, none of CVPS, any Stockholder, the Company or any Subsidiary of the Company shall issue or release for external publication any article or advertising or publicity matter relating to the Company or the Business referencing or mentioning Diamond Castle Partners IV, L.P. or its Subsidiaries or Affiliates without first obtaining the consent of Wind Acquisition. For the avoidance of doubt, the Purchaser agrees that CVPS may disclose this Agreement, any documents related hereto as well as general descriptions thereof and the transactions contemplated hereby and thereby and the parties thereto for purposes of complying with CVPS’s disclosure obligations under the Exchange Act provided that prior to making such disclosure, CVPS shall notify and consult with Purchaser and (y) Wind Acquisition may allow Diamond Castle Partners IV, L.P. to make any disclosure referred to in this paragraph (c) on a confidential basis to limited partners or prospective limited partners in connection with fundraising and reporting requirements; provided that under no circumstances shall any such Person be provided with any Competitively Sensitive Information.

SECTION 5.03. CRC “Put”. Subject to the terms and conditions set forth in the Put Option Purchase and Sale Agreement, dated as of even date herewith, and attached hereto as Exhibit C (the “Put Option Purchase and Sale Agreement”), CRC shall have the right to sell all (but not less than all) of its Company Equity Securities to Wind Acquisition (the “Put Option”).

(a) Each party hereto covenants and agrees (and each of CVPS and Wind Acquisition hereby specifically acknowledges and agrees for itself and on behalf of its respective Subsidiaries and Affiliates) that it shall have an exclusive duty to the Company and its Subsidiaries to conduct, own, manage, operate, control or invest in the Business solely through the Company and its Subsidiaries and, in respect of such duty, each party shall, and shall cause its Affiliates to, communicate and present any corporate opportunities relating to the Business to the Company; provided, however, that no Stockholder or Affiliate of any Stockholder shall be restricted from carrying on the Business in connection with its activities as a regulated utility company.

(b) Subject to Section 7.03(b), each of the parties hereto covenants and agrees (and each of CVPS and Wind Acquisition hereby specifically acknowledges and agrees for itself and on behalf of its respective Subsidiaries and Affiliates) not to be a Company Competitor or otherwise have business interests and engage in activities that may be in competition with the Company or any of its Subsidiaries and each party and its Affiliates shall be prohibited, directly or indirectly, from owning, managing, operating, controlling or participating in the ownership, management, operation or control of any Company Competitor.

(c) Notwithstanding the provisions of Sections 5.04(b), if a Competitive CVPS Change of Control shall have occurred, the following provisions shall apply:

(i) If, and for so long as, CVPS (or, if applicable, its successor(s) in interest) or such Person controlling or under common control with CVPS shall be a Company Competitor, CVPS shall cause the directors that it has designated to the Board and that remain members thereof to comply with the provisions of Section 2.01(i).

(ii) If, and for so long as, CVPS (or, if applicable, its successor(s) in interest) or such Person controlling or under common control with CVPS shall be a Company Competitor, CVPS’s rights (and the rights of its Subsidiaries and Affiliates (other than the Company and its Subsidiaries)) with respect to approval of certain actions of the Company and its Subsidiaries as set forth under Sections 2.06, 2.07(d), 2.07(e), 2.07(g), 2.07(h), 2.07(j), 2.07(k), 2.07(l), 2.07(m), and 2.07(n) shall be suspended and the actions described in such Sections may be taken without CVPS’s (and its Subsidiaries and Affiliates) approval. Further, during such period, CVPS (or, if applicable, its successor(s) in interest) and its Subsidiaries and Affiliates shall not have any right to access any Competitively Sensitive Information, including, but not limited to, pursuant to Section 5.01.

(iii) Upon occurrence of such Competitive CVPS Change of Control, CVPS (or, if applicable, its successor(s) in interest) shall undertake the following process to cause the cessation of CVPS’s (or, if applicable, its successor(s) in interest or such Person controlling or under common control with CVPS) being a Company Competitor:

(A) CVPS (or, if applicable, its successor(s) in interest) shall undertake to sell, assign, dispose or otherwise transfer, prior to such date that is six months from the date of such Competitive CVPS Change of Control shall have occurred, all assets or interests (whether debt, equity or other interest) in businesses or Persons causing or resulting in CVPS’s (or such Person controlling or under common control with CVPS) being a Company Competitor;

(B) if, at the conclusion of the six-month period provided under subclause (A) above, CVPS (or such Person controlling or under common control with CVPS) shall not have not ceased being a Company Competitor, then CVPS (or, if applicable, its successor(s) in interest) shall make a written offer (the “Competition Offer Notice”) to Wind Acquisition within two Business Days following the date on which such six-month period expires to sell all of CVPS’s (or, if applicable, its successor(s) in interest) Company Equity Securities (the “Competition Offered Securities”) to Wind Acquisition and such Competition Offer Notice shall set forth the proposed cash price for the Competition Offered Securities (the “Competition Offer Price”) and an offer to Transfer the Competition Offered Securities to Wind Acquisition pursuant to this Section 5.04(c)(iii)(B); for a period of 30 days after receipt of the Competition Offer Notice (the “Competition Offer Period”), Wind Acquisition shall have the right to elect to exercise its option to purchase, at the Competition Offer Price and on the terms and conditions contained in the Competition Offer Notice, the Competition Offered Securities by delivering written notice (an “Competition Offer Acceptance Notice”) to such effect to CVPS (or, if applicable, its successor(s) in interest), and, in the event of such election, CVPS (or such successor(s) in interest) and Wind Acquisition shall consummate the sale and purchase of the Competition Offered Securities substantially in accordance with the procedures and deadlines as provided under Section 3.04(d) hereof; and

(C) if Wind Acquisition elect not to respond to the Competition Offer Notice by providing a Competition Offer Acceptance Notice by the expiration of the Competition Offer Period, then CVPS (or such successor(s) in interest) must sell, assign, dispose or otherwise transfer, prior to such date that is six months following, as applicable, the date on which the Competition Offer Period shall have expired, the Competition Offered Securities to a Third Party or Third Parties on terms no less favorable to CVPS (or such successor(s) in interest) than the terms set forth in the Competition Offer Notice, provided that if such sale, assignment, disposition or other transfer of the Competition Offered Securities is not consummated before the expiration of such six-month period because such transaction remains subject to regulatory approval, such six-month period shall be extended until the expiration of five Business Days after all such approvals have been received but, in any event, shall not be extended for a period in excess of three additional months.

(iv) At such time as CVPS (or, if applicable, its successor(s) in interest) or such Person controlling or under common control with CVPS shall cease being a Company Competitor, the rights of CVPS (or such successor(s) in interest) as suspended under Section 5.04(c)(ii) shall be reinstated in full.

(d) Subject to Section 7.03(b), each of the parties hereto (other than the Company) agrees (and each of CVPS and Wind Acquisition hereby specifically acknowledges and agrees for itself and on behalf of its Subsidiaries and Affiliates) that such party and its Subsidiaries (other than the Company and its Subsidiaries) shall not, and shall cause their respective directors, officers, employees and Affiliates not to, directly or indirectly, from and after the date of this Agreement until the second anniversary of the date that such party and its Subsidiaries and Affiliates shall cease to own at least 10% Ownership Percentage in the Company Equity Securities, cause, solicit, induce or encourage any employees of the Company or any of its Subsidiaries to leave such employment or hire, employ or otherwise engage any such individual.

(e) During the period in which CVPS (or, if applicable, its successor(s) in interest) remains engaged in the process set forth in Section 5.04(c)(iii) (including, without limitation, in respect of the deadlines set forth therein), CVPS (or, if applicable, its successor(s) in interest) shall be deemed not to be in breach of CVPS’s (or, if applicable, its successor(s) in interest) obligations under Sections 5.04(a) and 5.04(b), notwithstanding that CVPS or such Person controlling or under common control with CVPS (or, if applicable, its successor(s) in interest) shall be a Company Competitor. In addition to all other rights and remedies to which the Company and the Stockholders may be entitled at law or in equity, the parties hereto agree (and CVPS hereby specifically acknowledges and agrees) that, in respect of a breach of an obligation under Section 5.04(a) or 5.04(b), the party in breach of such obligation and its Subsidiaries and Affiliates (other than the Company and its Subsidiaries) shall be subject to the restrictions specified in Section 5.04(c)(ii) during the pendency of such breach; provided, however, that upon such party’s, its Subsidiaries’ or Affiliates’ (as applicable) ceasing to be in violation of Section 5.04(a) or 5.04(b), whether by divestitures of assets, any Person or otherwise, such rights of designation and approval, to initiate and participate in such transactions and to such information and access shall be reinstated in full accord with the terms of Sections 2.06(b), 2.07, 4.05 and 5.01. A party in breach of its obligations under Section 5.04(a) or 5.04(b) shall nevertheless remain obligated with respect to all applicable provisions of the Agreement.

(f) The parties hereto acknowledge and agree that the covenants and agreements contained in this Section 5.04 have been negotiated in good faith by the parties hereto, and are reasonable and are not more restrictive or broader than necessary to protect the interests of the parties hereto, and would not achieve their intended purpose if they were on different terms or for periods of time shorter than the periods of time provided herein or were applied in more restrictive geographical areas. Each party hereto further acknowledges and agrees that no party hereto would enter into this Agreement but for the covenants and agreements contained in this Section 5.04 and that such covenants and agreements are essential to protect the value of the business of the Company and its Subsidiaries and Project Companies. If any provision (or any part thereof) of this Section 5.04 is held to be unenforceable because of the duration of such provision, the scope, the type of conduct being restricted therein or the area of its applicability, the court making such determination shall have the power to modify such duration, scope, type of conduct, area and/or other terms of such provision, and such provisions shall then be enforceable in such modified form.

SECTION 5.05. Conflicting Agreements. Each Stockholder represents and agrees that it shall not (i) grant any proxy or enter into or agree to be bound by any voting trust or agreement with respect to the Company Equity Securities, except as expressly contemplated by this Agreement, (ii) enter into any agreement or arrangement of any kind with any Person with respect to its Company Equity Securities inconsistent with the provisions of this Agreement or for the purpose or with the effect of denying or reducing the rights of any other Stockholder under this Agreement, including agreements or arrangements with respect to the Transfer or voting of its Company Equity Securities or (iii) act, for any reason, as a member of a group or in concert with any other Person in connection with the Transfer or voting of its Company Equity Securities in any manner that is inconsistent with this Agreement.

SECTION 5.06. Directors’ and Officers’ Insurance. The Company shall purchase and maintain for such periods as the Board shall in good faith determine, at its expense, insurance in an amount determined in good faith by the Board to be appropriate, on behalf of any person who is or was a director or officer of the Company or any Subsidiary or Project Company, or is or was serving at the request of the Company or any Subsidiary as a director, officer, employee or agent of another limited company, corporation, partnership, joint venture, trust or other enterprise, including any direct or indirect subsidiary of the Company, against any expense, liability or loss asserted against such Person and incurred by such Person in any such capacity, or arising out of such Person’s status as such, subject to customary exclusions. The provisions of this Section 5.06 shall survive any termination of this Agreement.

SECTION 5.07. Liens. Neither CVPS nor any Stockholder may, except with the consent of the all the Stockholders (which consent may be granted or withheld in each such Stockholder’s sole discretion) create or permit to exist any Lien on its Company Equity Securities or any portion thereof (except (i) Liens for current taxes not delinquent or taxes being contested in good faith and by appropriate proceedings, (ii) Liens imposed by the general mortgage indenture of CVPS or (iii) Liens arising in the ordinary course of business for sums not due or sums being contested in good faith and by appropriate proceedings). Any attempt by CVPS or any Stockholder to create or permit to exist any Lien in violation of this Section 5.10 shall be null, void ab initio and of no force and effect. Notwithstanding anything to the contrary contained herein, if any Person obtains a Lien on any Company Equity Securities of any Stockholder (solely by virtue of an involuntary act of such Stockholder) and forecloses on such Lien the Person foreclosing on the Lien shall succeed to the economic interests of the Company Equity Securities upon which it foreclosed and (i) shall be subject to the terms and obligations contained in Sections 2.01(c), 2.01(f), 2.02, 2.03(b), 2.05, 3.01, 3.05, 4.02, 4.03(b), 5.02, 5.04(a), 5.05, 5.07, and 5.10 and Article 7, but (ii) shall not obtain the rights, receive any of the benefits or have any claim to the interests granted or contained in any of the Articles, Sections and Sub-Sections of this Agreement that are not specifically referenced in clause (i).

(a) The Company agrees to indemnify and hold harmless each Stockholder, their respective directors, members, managers and officers and their Affiliates (the Stockholders, and the respective directors, officers, partners, members, managers, Affiliates and controlling persons thereof, each, a “Stockholder Indemnitee”) from and against any and all liability, including all obligations, costs, fines, claims, actions, injuries, demands, suits, judgments, proceedings, investigations, arbitrations (including stockholder claims, actions, injuries, demands, suits, judgments, proceedings, investigations or arbitrations) and reasonable expenses, including reasonable accountant’s and reasonable attorney’s fees and expenses (together, the “Losses”), incurred by such Stockholder Indemnitee after the Initial Closing and arising out of, resulting from, or relating to any litigation to which any Stockholder Indemnitee is made a party in its capacity as a Stockholder or owner of securities (or a partner, director, officer, member, manager, Affiliate or controlling person of any Stockholder Indemnitee) of the Company or in connection with such Stockholder’s purchase of Company Equity Securities or its status as a Stockholder; provided that the foregoing indemnification rights in this Section 5.08 shall not be available to the extent that (a) any such Losses are incurred as a result of such Stockholder Indemnitee’s willful misconduct or gross negligence; (b) any such Losses are incurred as a result of non-compliance by such Stockholder Indemnitee with any laws or regulations applicable to any of them; (c) any such Losses are incurred as a result of non-compliance by such Stockholder Indemnitee with its obligations under this Agreement, the Subscription Agreement or any of the related agreements or instruments to which such Stockholder Indemnitee is or becomes a party or otherwise becomes bound in connection with the transactions contemplated hereby; or (d) subject to the rights of contribution provided for below, to the extent indemnification for any Losses would violate any applicable law, regulation or public policy. For purposes of this Section 5.08, none of the circumstances described in the limitations contained in the proviso in the immediately preceding sentence shall be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Stockholder Indemnitee as to any previously advanced indemnity payments made by the Company under this Section 5.08, then such payments shall be promptly repaid by such Stockholder Indemnitee to the Company. The rights of any Stockholder Indemnitee to indemnification hereunder will be in addition to any other rights any such party may have under any other agreement or instrument referenced above or any other agreement or instrument to which such Stockholder Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation. In the event of any payment of indemnification pursuant to this Section 5.08, so long as any Stockholder Indemnitee is fully indemnified for all Losses, the Company will be subrogated to the extent of such payment to all of the related rights of recovery of the Stockholder Indemnitee to which such payment is made against all other Persons. Such Stockholder Indemnitee shall execute all papers reasonably required to evidence such rights. The Company will be entitled at its election to participate in the defense of any third party claim upon which indemnification is due pursuant to this Section 5.08 or to assume the defense thereof, with counsel reasonably satisfactory to such Stockholder Indemnitee unless, in the reasonable judgment of the Stockholder Indemnitee, a conflict of interest between the Company and such Stockholder Indemnitee may exist, in which case such Stockholder Indemnitee shall have the right to assume its own defense and the Company shall be liable for all reasonable expenses therefor (including the fees and expenses of one alternative counsel per jurisdiction). Except as set forth above, should the Company assume such defense all further defense costs of the Stockholder Indemnitee in respect of such third party claim shall be for the sole account of such party and not subject to indemnification hereunder. The Company will not without the prior written consent of the Stockholder Indemnitee effect any settlement of any threatened or pending third party claim in which such Stockholder Indemnitee is or had a threatened claim been brought could have been a party and be entitled to indemnification hereunder unless such settlement solely involves the payment of money and includes an unconditional release of such Stockholder Indemnitee from all liability and claims that are the subject matter of such claim. If the indemnification provided for above is unavailable in respect of any Losses, then the Company, in lieu of indemnifying a Stockholder Indemnitee, shall contribute to the amount paid or payable by such Stockholder Indemnitee in such proportion as is appropriate to reflect the relative fault of the Company and such Stockholder Indemnitee in connection with the actions which resulted in such Losses, as well as any other equitable considerations.

(b) The Company agrees to pay or reimburse each Stockholder (i) for all reasonable costs and expenses (including reasonable attorneys fees, charges, disbursement and expenses) incurred in connection with any amendment, supplement, modification or waiver of or to any of the terms or provisions of this Agreement and (ii) for all costs and expenses of such Stockholder (including reasonable attorneys fees, charges, disbursement and expenses) incurred in connection with (1) the consent to any departure by the Company or any of its Subsidiaries from the terms of any provision of this Agreement and (2) the enforcement by such Stockholder of any right granted to it or provided for hereunder.

(a) CVPS is a corporation duly organized, validly existing and in good standing under the laws of the State of Vermont with full corporate power and authority under its articles of incorporation and other organizational document(s) to execute, deliver and perform this Agreement, and the execution, delivery and performance by CVPS of this Agreement have been duly authorized by all necessary action;

(b) this Agreement has been duly and validly executed and delivered by CVPS and, upon the date hereof, constitutes the binding obligation enforceable against CVPS in accordance with its terms; and

(c) the execution, delivery and performance by CVPS of this Agreement and the consummation by CVPS of the transactions contemplated hereby will not, with or without the giving of notice or the lapse of time, or both, (A) violate any provision of law, statute, rule or regulation to which CVPS is subject, (B) violate any order, judgment, or decree applicable to CVPS or (C) conflict with, or result in a breach or default under, any term or condition of any material agreement or other material instrument to which CVPS is a party or by which CVPS is bound.

(a) CRC is a corporation duly organized, validly existing and in good standing under the laws of the State of Vermont with full corporate power and authority under its articles of incorporation and other organizational document(s) to execute, deliver and perform this Agreement, and the execution, delivery and performance by CRC of this Agreement have been duly authorized by all necessary action;

(b) this Agreement has been duly and validly executed and delivered by CRC and, upon the date hereof, constitutes the binding obligation enforceable against CRC in accordance with its terms; and

(c) the execution, delivery and performance by CRC of this Agreement and the consummation by CRC of the transactions contemplated hereby will not, with or without the giving of notice or the lapse of time, or both, (A) violate any provision of law, statute, rule or regulation to which CRC is subject, (B) violate any order, judgment, or decree applicable to CRC or (C) conflict with, or result in a breach or default under, any term or condition of any material agreement or other material instrument to which CRC is a party or by which CRC is bound.

Wind Acquisition hereby represents and warrants to the other parties hereto that:

(a) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization with full power and authority under its certificate of formation and limited liability company agreement to execute, deliver and perform this Agreement, and the execution, delivery and performance by it of this Agreement have been duly authorized by all necessary action;

(b) this Agreement has been duly and validly executed and delivered by Wind Acquisition and, as of the date hereof, constitutes the binding obligation thereof enforceable against Wind Acquisition in accordance with its terms; and

(c) the execution, delivery and performance by Wind Acquisition of this Agreement and, upon the date hereof, the consummation by Wind Acquisition of the transactions contemplated hereby will not, with or without the giving of notice or the lapse of time, or both, (A) violate any provision of law, statute, rule or regulation to which Wind Acquisition is subject, (B) violate any order, judgment or decree applicable to Wind Acquisition or (C) conflict with, or result in a breach or default under, any term or condition of its certificate of formation or limited liability company agreement, or any material agreement or other material instrument to which Wind Acquisition is a party or by which it is bound.

The Company hereby represents and warrants to each of the other parties hereto that:

(a) the Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Vermont with full corporate power and authority under its articles of incorporation and other organizational document(s) to execute, deliver and perform this Agreement, and the execution, delivery and performance by the Company of this Agreement have been duly authorized by all necessary action;

(b) this Agreement has been duly and validly executed and delivered by the Company and, upon the date hereof, constitutes the binding obligation enforceable against the Company in accordance with its terms; and

(c) the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby will not, with or without the giving of notice or the lapse of time, or both, (A) violate any provision of law, statute, rule or regulation to which the Company is subject, (B) violate any order, judgment, or decree applicable to the Company or (C) conflict with, or result in a breach or default under, any term or condition of any material agreement or other material instrument to which the Company is a party or by which the Company is bound.

(a) Except as otherwise expressly provided herein, this Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors, legal representatives and permitted assigns. Any Stockholder that ceases to own beneficially at least a 10% Ownership Percentage shall cease to be bound by the terms hereof (other than (i) Sections 5.02 and 5.04(d) which shall apply to such Stockholder in accordance with their respective terms, and (ii) Articles 3 and 7 and Sections 4.01, 4.02 and 4.03 which shall apply to such Stockholder as long as such Stockholder owns any Company Equity Securities).

(b) Except as otherwise specifically provided herein, neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by any party hereto pursuant to any Transfer of Company Equity Securities or otherwise, and no such assignment shall relieve the assignor from any liability hereunder. Any purported assignment made in violation of this Section 7.01(b) shall be void and of no force and effect.

(c) Any Person acquiring Company Equity Securities that is required or permitted by the terms of this Agreement to become a party hereto shall (unless already bound hereby) execute and deliver to the Company an agreement to be bound by this Agreement in the form of Exhibit A hereto and shall thenceforth be a “Stockholder”. The Company shall cause any transferee or recipient of an original issuance of Company Equity Securities, other than (i) such recipient that receives Company Equity Securities and is or becomes upon such receipt a party to the Management Stockholder Agreement or (ii) such transferee or recipient in a Public Offering, to become a party and be bound as if an original party hereto.

(d) Nothing in this Agreement, expressed or implied, is intended to confer on any Person other than the parties hereto, and their respective heirs, successors, legal representatives and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

SECTION 7.02. Notices. All notices, requests and other communications to any party shall be in writing and shall be delivered in person, mailed by certified or registered mail, return receipt requested, or sent by facsimile transmission,

or, in each case, at such other address or fax number as such party may hereafter specify for the purpose of notices hereunder by written notice to the other parties hereto. All notices, requests and other communications shall be deemed received (i) when delivered personally by hand (with written confirmation of receipt), (ii) when sent by facsimile (with written confirmation of transmission) or (iii) one Business Day following the day sent by overnight courier (with written confirmation of receipt), provided, however, that if the time of receipt by the recipient thereof is after 5:00 P.M. on any Business Day, such notice shall be deemed to have been delivered on the next succeeding Business Day. Any Person that hereafter becomes a Stockholder shall provide its address and fax number to the Company, which shall promptly provide such information to each other Stockholder.

(a) No provision of this Agreement may be waived except by an instrument in writing executed by the party against whom the waiver is to be effective. No provision of this Agreement may be amended or otherwise modified except by an instrument in writing executed by (i) the Company, (ii) Wind Acquisition for so long as Wind Acquisition and their Affiliates continue to have an Ownership Percentage of at least 10%, and (iii) CVPS for so long as CVPS and its Affiliates continue to have an Ownership Percentage of at least 10%; provided, that the consent of any Stockholder shall be required for any amendment or modification that discriminates in any material respect against such Stockholder in a manner disproportionate to other Stockholders.

(b) This Agreement shall terminate upon the earliest to occur of (i) the consummation of the first Public Offering, (ii) the bankruptcy, liquidation, dissolution or winding-up of the Company, and (iii) the Transfer of all or substantially all of the assets of the Company to any Person or “group” (as such term would be interpreted under Section 13(d) of the Exchange Act) of Persons not Affiliated with Wind Acquisition or CVPS shall have been consummated; provided, however, that, notwithstanding Section 7.01(a), the provisions of Sections 5.02, 5.04(b), 5.04(d), 5.06 and 5.08 and this Article 7 shall survive any termination pursuant to Section 7.03(b)(i), and provided further, however, that in such case, with respect to any Stockholder, the provisions of Sections 5.04(b) and 5.04(d) shall terminate one year following the date on which such Stockholders ceases to have an Ownership Percentage of at least 10% or have a designee on the Board (or the right to designate a director to the Board); and; provided further, that upon a termination pursuant to clause (i) above, the provisions of Sections 2.01 through 2.04 (but not Section 2.01(j)) shall survive until such time that a majority of the directors on the Board are “independent”(as such term is defined at such time by the rules and regulations of the New York Stock Exchange).

SECTION 7.04. Non-Recourse. Notwithstanding anything that may be expressed or implied in this Agreement to the contrary, the Company and each Stockholder covenant, agree and acknowledge that no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement shall be had against any current or future director, officer, employee, general or limited partner or member of any Stockholder or of any Affiliate or assignee thereof, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any current or future officer, agent or employee of any Stockholder or any current or future member of any Stockholder or any current or future director, officer, employee, partner or member of any Stockholder or of any Affiliate or assignee thereof, as such for any obligation of any Stockholder under this Agreement or any documents or instruments delivered in connection with this Agreement for any claim based on, in respect of or by reason of such obligations or their creation.

(a) The corporate laws of the State of domicile of the Company shall govern all issues concerning the relative rights of the Company and the Stockholders and the duties and obligations of the Company’s directors to the Company and the Stockholders. All other issues concerning the construction, validity and interpretation of this Agreement shall be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts made and performed entirely within such state, without regard to the conflicts of laws rules of such state.

(b) The parties hereto hereby irrevocably submit to the exclusive jurisdiction of any federal courts located within the First and Second Circuits of the State of New York and any state court sitting in the City of New York, New York, over any dispute arising out of or relating to this Agreement or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action proceeding related thereto may be heard and determined in such courts; provided, that such court shall have subject matter jurisdiction over any such dispute, suit or action. The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

(c) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 7.02.

SECTION 7.06. WAIVER OF JURY TRIAL. THE PARTIES TO THIS AGREEMENT EACH HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION (i) ARISING UNDER THIS AGREEMENT OR (ii) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY, OR OTHERWISE. THE PARTIES TO THIS AGREEMENT EACH HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT THE PARTIES TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

SECTION 7.07. Specific Enforcement; Cumulative Remedies. The parties hereto acknowledge that money damages may not be an adequate remedy for violations of this Agreement and that any party, in addition to any other rights and remedies which the parties may have hereunder or at law or in equity, may, in his or its sole discretion, apply to a court of competent jurisdiction for specific performance or injunction or such other relief as such court may deem just and proper in order to enforce this Agreement or prevent any violation hereof and, to the extent permitted by applicable law, each party waives any objection to the imposition of such relief. All rights, powers and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity shall be cumulative and not alternative, and the exercise or beginning of the exercise of any thereof by any party shall not preclude the simultaneous or later exercise of any other such rights, powers or remedies by such party.

SECTION 7.08. Entire Agreement. This Agreement, the Subscription Agreement and any exhibits and other documents referred to herein and therein constitute the entire agreement and understanding among the parties hereto in respect of the subject matter hereof and thereof and supersede all prior and contemporaneous agreements and understandings, both oral and written, among the parties hereto, or between any of them, with respect to the subject matter hereof and thereof.

SECTION 7.09. Spouses. This Agreement must be executed by the spouse of each Stockholder who is a resident of a community property state. By executing this Agreement, such spouse acknowledges that she or he has read this Agreement and knows its contents and agrees to be bound in all respects by the terms of this Agreement to the same extent as the Stockholders. Each such spouse further agrees that should she or he predecease the Stockholder to whom she or he is married or should she or he become divorced from such Stockholder, any of the Company Equity Securities which such spouse may own or in which she or he may have any interest shall remain subject to all of the restrictions and to all of the rights of the Stockholders contained in this Agreement.

SECTION 7.10. Severability. Except as otherwise provided under Section 5.04(f), if any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. Upon such a determination, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner so that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

SECTION 7.11. Aggregation of Shares. All Company Equity Securities held by a Stockholder and its Permitted Transferees shall be aggregated together for purposes of determining the availability of any rights under this Agreement.

SECTION 7.12. Counterparts; Effectiveness. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.


CATAMOUNT ENERGY CORPORATION
By:	/s/	Joseph Cofelice
Name:	Joseph Cofelice
Title:	President

CENTRAL VERMONT PUBLIC SERVICE CORPORATION


By:		/s/ Robert H. Young

Name: Title:		Robert H. Young President & CEO


CATAMOUNT RESOURCES CORPORATION
By:	/s/	Robert H. Young
Name:	Robert H. Young

Title: President & CEOEXHIBIT A

JOINDER AGREEMENT

This Joinder Agreement (this “Joinder Agreement”) is made as of the date written below by the undersigned (the “Joining Party”) in accordance with the Stockholders’ Agreement dated as of October 12, 2005 (the “Stockholders’ Agreement”) among CATAMOUNT ENERGY CORPORATION and certain other persons named therein, as the same may be amended from time to time. Capitalized terms used, but not defined, herein shall have the meaning ascribed to such terms in the Stockholders’ Agreement.

The Joining Party hereby acknowledges, agrees and confirms that, by its execution of this Joinder Agreement, the Joining Party shall be deemed to be a party to and “Stockholder” under the Stockholders’ Agreement as of the date hereof and shall have all of the rights and obligations of the Stockholder from whom it has acquired Company Equity Securities (to the extent permitted by the Stockholders’ Agreement) as if it had executed the Stockholders’ Agreement. The Joining Party hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Stockholders’ Agreement.

IN WITNESS WHEREOF, the undersigned has executed this Joinder Agreement as of the date written below.

Date: ,

[NAME OF JOINING PARTY]

By:
Name:
Title:

Address for Notices:

AGREED ON THIS [ ] day of [ ], 200[_]:

CATAMOUNT ENERGY CORPORATION

By:

Name:

Title:

EXHIBIT B

CERTIFICATE OF INCORPORATION

EXHIBIT C

PUT OPTION PURCHASE AND SALE AGREEMENT

ANNEX A

2005 Budget of Catamount Energy Corporation

REGISTRATION RIGHTS AGREEMENT

DATED AS OF

OCTOBER 12, 2005

AMONG

CATAMOUNT ENERGY CORPORATION

AND

THE STOCKHOLDERS PARTIES HERETO


ARTICLE 1DEFINITIONS		1
Section 1.01.	Definitions		1
ARTICLE 2REGISTRATION RIGHTS			5
Section 2.01.	Demand Registration		5
Section 2.02.	Piggyback Registration		8
Section 2.03.	Shelf Registrations		10
Section 2.04.	Lock-Up Agreements		11
Section 2.05.	Registration Procedures		11
Section 2.06.	Indemnification by the Company		15
Section 2.07.	Indemnification by the Participating Stockholders		16
Section 2.08.	Conduct of Indemnification Proceedings		16
Section 2.09.	Contribution		17
Section 2.10.	Other Indemnification		18
Section 2.11.	Participation in Public Offering		18
Section 2.12.	Rule 144 Sale		18
Section 2.13.	Limitation on Transfer of Registration Rights		19
Section 2.14.	No Inconsistent Agreements		19
ARTICLE 3MISCELLANEOUS			19
Section 3.01.	Binding Effect; Assignability; Benefit		19
Section 3.02.	Notices		20
Section 3.03.	Waiver; Amendment; Termination		21
Section 3.04.	Non-Recourse		21
Section 3.05.	Governing Law		22
Section 3.06.	Jurisdiction.		22
Section 3.07.	Waiver of Jury Trial		22
Section 3.08.	Specific Enforcement; Cumulative Remedies		22
Section 3.09.	Entire Agreement		23
Section 3.10.	Severability		23
Section 3.11.	Counterparts; Effectiveness		23

REGISTRATION RIGHTS AGREEMENT

AGREEMENT (this “Agreement”) dated as of October 12, 2005, but effective as of the Trigger Date, among: (i) Catamount Energy Corporation, a Vermont corporation (the “Company”); (ii) CEC Wind Acquisition, LLC (“Wind Acquisition”); (iii) Central Vermont Public Service Corporation, a Vermont corporation (“CVPS”); and (iv) Catamount Resources Corporation, a Vermont corporation wholly-owned by CVPS (“CRC”) .

If Wind Acquisition shall hereafter Transfer any of its Company Securities to any of its Permitted Transferees, the term “Wind Acquisition” shall mean Wind Acquisition and such Permitted Transferees, taken together, and any right, obligation or action that may be exercised or taken at the election of Wind Acquisition may be exercised or taken at the election of Wind Acquisition and such Permitted Transferees.

If CVPS shall hereafter Transfer any of its Company Securities to any of its Permitted Transferees pursuant to the terms and conditions of the Stockholders’ Agreement, the term “CVPS” shall mean CVPS and such Permitted Transferees, taken together, and any right, obligation or action that may be exercised or taken at the election of CVPS may be exercised or taken at the election of CRC and such Permitted Transferees.

W I T N E S S E T H:

WHEREAS, as of the Initial Closing Date (as defined in the Stock Subscription Agreement dated even herewith (as the same may be amended, modified or supplemented from time to time in accordance with the terms thereof, the “Purchase Agreement”), Wind Acquisition and CVPS own all of the outstanding Class A Common Stock and Class B Common Stock (as defined herein);

WHEREAS, the parties hereto have entered into that certain Stockholders’ Agreement dated even herewith (as the same may be amended, modified or supplemented from time to time in accordance with the terms thereof, the “Stockholders’ Agreement”) and Purchase Agreement;

WHEREAS, the parties hereto and the Management Stockholders (as defined herein) have entered into the Management Stockholders’ Agreement (as defined herein); and

WHEREAS, the parties hereto desire to enter into this Agreement to set forth certain registration rights.

NOW, THEREFORE, in consideration of the covenants and agreements contained herein, the parties hereto agree as follows:

ARTICLE 1

DEFINITIONS

SECTION 1.01. Definitions.

(a) The following terms, as used herein, have the following meanings:

“Board” means the Board of Directors of the Company.

“Business Day” means any day except a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by applicable law to close.

“Class A Common Stock” means the Class A Common Stock, par value $0.01 per share, of the Company, having the rights and privileges set forth in the Articles of Incorporation of the Company in effect as of the date of this Agreement, as amended from time to time.

“Commissions” means the U.S. Securities and Exchange Commission or any similar agency then having jurisdiction to enforce the Securities Act and the Exchange Act.

“Company Equity Securities” means (i) the shares of Class A Common Stock, and (ii) any securities convertible into or exchangeable or exercisable for, or options, warrants or other rights to acquire, shares of Class A Common Stock, or any other equity or equity-linked security issued by the Company.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“IPO” means the initial Public Offering.

“Management Stockholders” means those certain members of management and employees of the Company who are party to the Management Stockholders’ Agreement and their permitted transferees pursuant to such agreement.

“Management Stockholders’ Agreement” means the Management Stockholders’ Agreement, dated as of the date hereof, among the parties thereto and certain member of management and employees of the Company, as the same may be amended, supplemented or modified from time to time in accordance with the terms thereof.

“NASD” means the National Association of Securities Dealers, Inc.

“Permitted Transferee” means (i) with respect to Wind Acquisition, Diamond Castle or an affiliated investment entity that is under common control with either Wind Acquisition or Diamond Castle; or (ii) with respect to CVPS, any wholly owned, unregulated Subsidiary of CVPS or any parent of CVPS that holds a majority of the capital stock of CVPS; provided, however, that in all cases such Transferee shall agree in writing in the form attached as Exhibit A hereto to be bound by and to comply with all applicable provisions of this Agreement; provided, further, however, that in no event shall (A) the Company or any of its Subsidiaries or Project Companies (as such term is defined in the Purchase Agreement), (B) any “portfolio company” (as such term is customarily used among institutional investors) of any Stockholder or any entity controlled by any portfolio company of any Stockholder, or (C) any Company Competitor (as such term is defined in the Stockholders’ Agreement) (whether or not an Affiliate of the Transferring Stockholder) constitute a “Permitted Transferee”.

“Person” means an individual, corporation, limited liability company, partnership, association, trust or other entity or organization, including a governmental authority or agency.

“Registrable Securities” means, at any time, (a) any Company Equity Securities held by any Stockholder, (b) any Securities issuable or issued or distributed in respect of any of the securities identified in clause (a) by way of stock dividend or stock split or in connection with a combination of shares, recapitalization, reorganization, merger, consolidation or otherwise until (i) a registration statement covering such Company Equity Securities has been declared effective by the SEC and such Company Equity Securities have been disposed of pursuant to such effective registration statement, (ii) such Company Equity Securities are sold pursuant to Rule 144 (or any similar provision then in force) or (iii) such Company Equity Securities cease to be outstanding, and (c) in respect of Management Stockholders, “Registrable Securities” as defined in the Management Stockholders’ Agreement.

“Registration Expenses” means any and all reasonable expenses incident to the performance of or compliance with any registration or marketing of securities, including all (i) SEC registration and filing fees, and all other fees and expenses payable in connection with the listing of securities on any securities exchange or automated interdealer quotation system, (ii) fees and expenses of compliance with any securities or “blue sky” laws (including reasonable fees and disbursements of counsel in connection with “blue sky” qualifications of the securities registered), (iii) expenses in connection with the preparation, printing, mailing and delivery of any registration statements, prospectuses and other documents in connection therewith and any amendments or supplements thereto, (iv) security engraving and printing expenses, (v) internal expenses of the Company (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), (vi) reasonable fees and disbursements of counsel for the Company and customary fees and expenses for independent certified public accountants retained by the Company (including the expenses relating to any comfort letters or costs associated with the delivery by independent certified public accountants of any comfort letters), (vii) reasonable fees and expenses of any special experts retained by the Company in connection with such registration, (viii) reasonable fees and out-of-pocket expenses of counsel to the Stockholders participating in the offering selected (A) by Wind Acquisition and/or CVPS, as the case may be, in the case of any offering in which Wind Acquisition and/or CVPS participates, or (B) in any other case, by the Stockholders holding the majority of the Registrable Securities to be sold for the account of all Stockholders in the offering, provided that the Company shall be required to bear the fees and expenses of no more than one deal counsel with respect to all Stockholders (it being understood that local counsel shall not be deemed deal counsel for such purposes), (ix) fees and expenses in connection with any review by the NASD of the underwriting arrangements or other terms of the offering, (x) fees and disbursements of underwriters customarily paid by issuers or sellers of securities, but excluding any underwriting fees, discounts and commissions attributable to the sale of Registrable Securities, (xi) costs of printing and producing any agreements among underwriters, underwriting agreements, any “blue sky” or legal investment memoranda and any selling agreements and other documents in connection with the offering, sale or delivery of the Registrable Securities, (xii) expenses relating to any analyst or investor presentations or any “road shows” undertaken in connection with the registration, marketing or selling of the Registrable Securities, to the extent not otherwise paid or reimbursed by the underwriters of the offering, and (xiii) transfer agents’ and registrars’ fees and expenses and the fees and expense of any other agent or trustee appointed in connection with such offering.

“Rule 144” means Rule 144 (or any successor provision) under the Securities Act.

“SEC” means the United States Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Stockholder” means each Person (other than the Company) who, at any relevant determination date, shall be a party to or bound by this Agreement, so long as such Person shall “beneficially own” (as such term is defined in Rule 13d-3 of the Exchange Act) any Company Equity Securities.

“Third Party” means a prospective purchaser of Company Equity Securities in a bona fide arm’s-length transaction from a Stockholder, other than a Permitted Transferee of such Stockholder.

“Transfer” means, with respect to any Company Equity Securities, (i) when used as a verb, to sell, assign, dispose of, exchange, pledge, encumber, hypothecate or otherwise transfer such Company Equity Securities or any participation or interest therein, whether directly or indirectly, or agree or commit to do any of the foregoing and (ii) when used as a noun, a direct or indirect sale, assignment, disposition, exchange, pledge, encumbrance, hypothecation, or other transfer of such Company Equity Securities or any participation or interest therein or any agreement or commitment to do any of the foregoing.

“Trigger Date” shall have the meaning ascribed to such term in the Purchase Agreement.

(b) Each of the following terms is defined in the Section set forth opposite such term:


TERM	SECTION
Agreement	Preamble
Company	Preamble
CVPS	Preamble
Damages		2.06
Demand Registration		2.01	(a)
Indemnified Party		2.08
Indemnifying Party		2.08
Inspectors		2.05	(g)
Maximum Offering Size		2.01	(f)
Piggyback Registration		2.02	(a)
Purchase Agreement	Preamble
Records		2.05	(g)
Registering Stockholders	2.01(a)(ii)
Requesting Management Stockholders		2.01	(f)(i)
Requesting Stockholder		2.01	(a)
Shelf Registration		2.03	(a)
Shelf Request		2.03	(a)
Stockholders’ Agreement	Preamble
Underwritten Shelf Takedown		2.03	(b)
Wind Acquisition	Preamble
Withdrawing Holder		2.04	(b)

(c) Other Definitional and Interpretive Matters. Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation shall apply:

Dollars. Any reference in this Agreement to “$” means U.S. dollars.

Exhibits. The Exhibits to this Agreement are hereby incorporated and made a part hereof and are an integral part of this Agreement. All Exhibits attached hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit but not otherwise defined therein shall be defined as set forth in this Agreement.

Gender and Number. Any reference in this Agreement to gender shall include all genders, and words imparting the singular number only shall include the plural and vice versa.

Headings. The provision of a Table of Contents, the division of this Agreement into Articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement. All references in this Agreement to any “Article,” “Section” are to the corresponding Article or Section of this Agreement unless otherwise specified.

Herein. The words such as “herein,” “hereinafter,” “hereof,” and “hereunder” refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requires.

(d) Effectiveness of this Agreement. Notwithstanding any other provision of this Agreement, this Agreement shall not take effect until the Trigger Date.

ARTICLE 2

REGISTRATION RIGHTS

SECTION 2.01. Demand Registration.

(a) At any time after the consummation by the Company of the IPO, if the Company shall receive a written request from Wind Acquisition or CVPS (such requesting person, the “Requesting Stockholder”) that the Company effect the registration under the Securities Act of all or any portion of such Requesting Stockholder’s Registrable Securities, and specifying the intended method of disposition thereof, then the Company shall promptly give notice of such requested registration (each such request shall be referred to herein as a “Demand Registration”) within 10 Business Days after its receipt of such written request to the other Stockholders and thereupon shall use its best efforts to effect, as expeditiously as possible, the registration under the Securities Act of:

(i) subject to the restrictions set forth herein, all Registrable Securities for which the Requesting Stockholders have requested registration under this Section 2.01, and

(ii) subject to the restrictions set forth herein, all other Registrable Securities that any other Stockholders (all such Stockholders, together with the Requesting Stockholders, the “Registering Stockholders”) have requested the Company to register by request received by the Company within 10 Business Days after such Stockholders receive the Company’s notice of the Demand Registration (which request shall specify the number of Registrable Securities requested to be registered by such Stockholders),

all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities to be so registered; provided that no Person may participate in any registration statement pursuant to this Section 2.01(a) unless such Person agrees to sell their Registrable Securities to the underwriters selected as provided in Section 2.05(f) on the same terms and conditions as apply to the Requesting Stockholders; provided, further, that the Company shall not be obligated to effect (a) more than six Demand Registrations pursuant hereto, (b) more than three Demand Registrations by each of Wind Acquisition, on the one hand, and CVPS, on the other hand (unless the Put Closing (as such term is defined in the Stockholders Agreement) has occurred, in which case Wind Acquisition shall be permitted four Demand Registrations), (c) any Demand Registration unless the aggregate gross proceeds expected to received from the sale of the Registrable Securities requested to be included by all Registering Stockholders in such Demand Registration are at least $15 million (unless such Registrable Securities identified in the Demand constitute all remaining Registrable Securities held by the Requesting Stockholder), and (d) more than one Demand registration during any six-month period.

(b) Notwithstanding the foregoing, the Company may delay the filing of a registration statement, or suspend the continued use of a registration statement, required by Section 2.01 (i) for a period up to 90 days after the request to file a registration statement if at the time the Company receives the request to register Registrable Securities, the Company or any of its Subsidiaries are engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board determines in good faith, after consultation with external legal counsel, that such disclosure would have a material adverse effect on the Company or its business or on the Company’s ability to effect a proposed material acquisition, disposition, financing, reorganization, recapitalization or similar transaction and (ii) for a period of time required by an underwriting agreement relating to a Public Offering of newly issued shares by the Company; provided that such period of time shall not exceed 90 days from the date of such underwriting agreement. A deferral of the filing of a registration statement, or the suspension of the continued use of a registration statement, pursuant to this Section 2.01(b), shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral, the negotiations or other activities are disclosed or terminated. In order to defer the filing of a registration statement, or suspend the continued use of a registration statement, pursuant to this Section 2.01(b), the Company shall promptly (but in any event within five days), upon determining to seek such deferral or suspension, deliver to each Requesting Stockholder a certificate signed by an executive officer of the Company stating that the Company is deferring such filing, or suspending the continued use of a registration statement, pursuant to this Section 2.01(b) and a general statement of the reason for such deferral or suspension, as the case may be, and an approximation of the anticipated delay. The Company may defer the filing, or suspend the continued use of, a particular registration statement pursuant to this Section 2.01(b) no more than twice and 120 days in the aggregate in any twelve-month period; provided, that there must be an interim period of at least 60 days between the end of one deferral or suspension period and the beginning of a subsequent deferral or suspension period. The Company agrees, that in the event it exercises its rights under this Section 2.01(b), it shall, within 10 days following receipt by the holders of Registrable Securities of the notice of deferral or suspension, as the case may be, update the deferred or suspended registration statement as may be necessary to permit the holders of Registrable Securities to resume use thereof in connection with the offer and sale of their Registrable Securities in accordance with applicable law.

(c) Promptly after the expiration of the 10 Business Day period referred to in Section 2.01(a)(ii), the Company will notify in writing all Registering Stockholders of the identities of the other Registering Stockholders and the number of shares of Registrable Securities requested to be included therein. At any time prior to the effective date of the registration statement relating to such Demand Registration, the Requesting Stockholders may revoke in writing such request, without liability to any of the other Registering Stockholders, by providing a notice to the Company revoking such request; provided, however, that no such withdrawn demand request shall be deemed to have been a Demand Registration if (i) such demand request is withdrawn prior to the filing by the Company of a registration statement pursuant thereto, (ii) the Requesting Stockholder elects to bear all expenses associated with such withdrawn demand request and the registration statement pursuant thereto, or (iii) such withdrawal is due to the disclosure of material adverse information relating specifically to the Company that was not known by the Requesting Stockholder at the time it submitted its demand request.

(d) The Company shall be liable for and pay all Registration Expenses in connection with each Demand Registration, regardless of whether such Registration is effected. Notwithstanding the foregoing sentence, the Registering Stockholders of such Registrable Securities shall be responsible for any brokerage or underwriting commissions and taxes of any kind (including, without limitation, transfer taxes) with respect to any disposition, sale or transfer of Registrable Securities.

(e) A Demand Registration shall not be deemed to have occurred unless the registration statement relating thereto (A) has become effective under the Securities Act, and (B) has remained effective for a period of at least 180 days (or such shorter period in which all Registrable Securities of the Registering Stockholders included in such registration have actually been sold thereunder); provided, that such registration statement shall not be considered a Demand Registration if, after such registration statement becomes effective, (1) such registration statement is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court, and/or (2) less than 75% of the Registrable Securities included in such registration statement have been sold thereunder; or if the Maximum Offering Size is reduced in accordance with Section 2.01(f) such that less than 75% of the Registrable Securities of the Requesting Stockholders sought to be included in such registration are included.

(f) If a Demand Registration involves a Public Offering and the managing underwriter advises the Company and the Requesting Stockholders that, in its view, the number of Registrable Securities that the Registering Stockholders, the Company and the Management Stockholders propose to include in such registration exceeds the largest number of Registrable Securities that can be sold without having an adverse effect on such offering, including the price at which such shares can be sold (the “Maximum Offering Size”), the Company shall include in such registration, in the priority listed below, up to the Maximum Offering Size:

(i) first, (A) all Registrable Securities requested to be registered by the Registering Stockholders and (B) Registrable Securities requested to be registered by Management Stockholders that are exercising piggyback registration rights pursuant to the Management Stockholders’ Agreement (the “Requesting Management Stockholders”) (the Registrable Securities in clauses (A) and (B) allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among the Requesting Stockholders, the other holders of Registrable Securities and the Requesting Management Stockholders on the basis of the relative number of Registrable Securities so requested to be included in such registration by each, unless the managing underwriter reasonably determines otherwise, in which case the allocation of such Registrable Securities shall be in the manner reasonably determined by the managing underwriter); and

(ii) second, all Registrable Securities proposed to be registered by the Company.

SECTION 2.02. Piggyback Registration.

(a) If the Company proposes to register any Company Equity Securities under the Securities Act (whether for itself or otherwise in connection with a sale of securities by another Person, but other than in connection with a Shelf Registration and any resale of Registrable Securities pursuant to a Shelf Registration, which shall be governed by the terms of Section 2.03, a registration on Form S-8 or S-4 or any successor or similar forms, relating to Company Equity Securities issuable upon exercise of employee stock options or in connection with employee benefit or similar plans or arrangements of the Company, or in connection with a merger of the Company into or with another Person or an acquisition by the Company of another Person or substantially all the assets of another Person or any transaction with respect to which Rule 145 (or any successor provision) under the Securities Act applies), whether or not for sale for its own account, the Company shall on each such occasion give prompt written notice at least 15 Business Days prior to the anticipated filing date of the registration statement relating to such registration to each of the Stockholders with rights to require registration of Company Equity Securities hereunder, which notice shall set forth such Stockholder’s rights under this Section 2.02 and shall offer such Stockholder the opportunity to include in such registration statement all or any portion of the Registrable Securities held by such Stockholder (a “Piggyback Registration”), subject to the restrictions set forth herein; provided, however, that the provisions of Section 2.01 with respect to Registering Stockholders and not this Section 2.02 shall apply to the ability of any Stockholder to participate in any registration being effected pursuant to a Demand Registration contemplated by Section 2.01; and provided, further, that no Stockholder shall be entitled to register any of its Registrable Securities pursuant to this Section 2.02 in the IPO of Company Equity Securities. Upon the request of any such Stockholder made within ten Business Days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities requested to be registered by such Stockholder), the Company shall use its best efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by all such Stockholders with rights to require registration of Registrable Securities hereunder, to the extent necessary to permit the disposition of the Registrable Securities so to be registered; provided, that (i) if such registration involves a Public Offering, all such Stockholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 2.05(f) (i) on the same terms and conditions as apply to the Company or any other selling stockholders, and (ii) if, at any time after giving notice of its intention to register any Registrable Securities pursuant to this Section 2.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company or the initiating holders, as applicable, shall determine for any reason not to register such securities, the Company shall give notice to all such Stockholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 2.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 2.01. The Stockholder(s) participating in such Piggyback Registration shall be permitted to withdraw all or part of the Registrable Securities from a Piggyback Registration at any time prior to the effective time of such Piggyback Registration. The Company shall be liable for and pay all Registration Expenses in connection with each Piggyback Registration, regardless of whether such registration is effected, provided that the participating Stockholders shall be responsible for any brokerage or underwriting commissions and taxes of any kind (including, without limitation, transfer taxes) with respect to any disposition, sale or transfer of Registrable Securities.

(b) If a Piggyback Registration involves a Public Offering (other than any Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 2.01(f) shall apply) and the managing underwriter advises the Company that, in its view, the number of Registrable Securities that the Company and all selling stockholders propose to include in such registration exceeds the Maximum Offering Size, the Company shall include in such registration, in the following priority, up to the Maximum Offering Size:

(i) first, such number of Registrable Securities proposed to be registered for the account of the Company, if any, as would not cause the offering to exceed the Maximum Offering Size, and

(ii) second, (A) all Registrable Securities requested to be included in such registration by any Stockholders pursuant to this Section 2.02 and (B) all Registrable Securities requested to be included by Requesting Management Stockholders (the Registrable Securities in clauses (A) and (B) allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Stockholders and the Requesting Management Stockholders based on their relative number of Registrable Securities requested to be included in the Piggyback Registration, unless the managing underwriter reasonably determines otherwise, in which case the allocation of such Registrable Securities shall be in the manner reasonably determined by the managing underwriter).

SECTION 2.03. Shelf Registrations.

(a) At any time after the one year anniversary of the consummation by the Company of the IPO, upon receipt of a written request (the “Shelf Request”) from Wind Acquisition or CRC that the Company file a “shelf” registration statement pursuant to Rule 415 under the Securities Act (the “Shelf Registration”) on Form S-3 (or any successor form to Form S-3, or any similar short-form registration statement), covering the resale of Registrable Securities, the reasonably anticipated gross proceeds from all resales covered thereunder of which would exceed $15 million, the Company shall (i) within five days of the receipt by the Company of such notice, give written notice of such proposed registration to all other holders of Registrable Securities, and (ii) use its reasonable best efforts, consistent with the terms of this Agreement, to cause the Shelf Registration to be filed with the SEC as soon as practicable (but in no event later than 30 days of its receipt of the Shelf Request) and to include all Registrable Securities held by such requesting Stockholders to be registered on such form for the offering together with all or such portion of the Registrable Securities of any other holder of Registrable Securities joining in such request as are specified in a written request received by the Company within 10 days after receipt of such written notice from the Company and (iii) use its reasonable best efforts, consistent with the terms of this Agreement, to cause such Shelf Registration to be declared effective by the SEC as soon as possible. As soon as reasonably practicable after the IPO, the Company will use its reasonable best efforts, consistent with the terms of this Agreement, to qualify for and remain eligible to use Form S-3 registration or a similar short-form registration. The provisions of Section 2.05 shall be applicable to each Shelf Registration initiated under this Section 2.03 and any subsequent resale of Registrable Securities pursuant thereto; provided, that the gross proceeds therefrom equal at least $15 million.

(b) In connection with any proposed underwritten resale of Registrable Securities which is not pursuant to a Demand Registration under Section 2.01 (an “Underwritten Shelf Takedown”) pursuant to a Shelf Registration, each Stockholder agrees, in an effort to conduct any such Underwritten Shelf Take-Down in the most efficient and organized manner, to coordinate with the other holders of Registrable Securities prior to initiating any sales efforts and cooperate with the other holders of Registrable Securities as to the terms of such Underwritten Shelf Take-Down, including, without limitation, the aggregate amount of securities to be sold and the number of Registrable Securities to be sold by each holders of Registrable Securities. In furtherance of the foregoing, the Company shall give prompt notice to all Stockholders whose Registrable Securities are included in the Shelf Registration of the receipt of a request from another stockholder whose Registrable Securities are included in the Shelf Registration of a proposed Underwritten Shelf Take-Down under and pursuant to the Shelf Registration and, notwithstanding anything to the contrary contained herein, will provide such Stockholders a period of two business days to participate in such Underwritten Shelf Take-Down, subject to the terms negotiated by and applicable to the initiating Stockholders and subject to “cutback” limitations set forth in Section 2.01(f) as if the subject Underwritten Shelf Take-Down was being effected pursuant to a demand registration. All such Stockholders electing to be included in an Underwritten Shelf Takedown must sell their Registrable Securities to the underwriters selected as provided in Section 2.05(f) on the same terms and conditions as apply to any other selling stockholders.

(c) The Company shall be liable for and pay all Registration Expenses in connection with each Shelf Registration, regardless of whether such Shelf Registration is effected, and any Underwritten Shelf Take-Down; provided that the participating Stockholders shall be responsible for any brokerage or underwriting commissions and taxes of any kind (including, without limitation, transfer taxes) with respect to any disposition, sale or transfer of Registrable Securities.

SECTION 2.04. Lock-Up Agreements.

(a) In connection with each underwritten Public Offering (excluding, in the case of the Stockholders only, an Underwritten Shelf Take Down) and if requested by the managing underwriter, each of the Company and the Stockholders agree (and the Company agrees, in connection with any underwritten Public Offering, to use its commercially reasonable efforts to cause its Affiliates to agree) not to effect any public sale or private offer or distribution, including any sale pursuant to Rule 144 (other than a distribution-in-kind pro rata to all limited partners or members, as the case may be, of such Stockholder) of any Registrable Securities during the 10 days prior to the consummation of such Public Offering and during such time period after the consummation of such Public Offering, not to exceed 90 days (180 days in the case of the IPO), except that no Stockholder shall be bound by this Section 2.04 unless the Stockholders that hold a majority of the Registrable Securities agree to be bound by such restriction. Notwithstanding the foregoing, this Section 2.04 shall not apply to any sale by a Stockholder or a director or officer of a Stockholder of Company Equity Securities acquired in open market transactions or block purchases by such Stockholder or its Affiliates subsequent to the IPO. Any discretionary waiver or termination of the requirements under the foregoing provisions made by the Company or the applicable lead managing underwriters shall apply to each Stockholder on a pro rata basis.

(b) At any time following the IPO, any Stockholder that, together with its Affiliates, holds less than five percent (5%) of the then outstanding shares of Company Equity Securities may elect (on behalf of itself and its Affiliates (collectively, the “Withdrawing Holders”)), by written notice to the Company, to withdraw from this Agreement and as a result of such withdrawal, such Withdrawing Holders shall no longer be entitled to the rights, nor be subject to the obligations, of this Agreement and the Company Equity Securities held by the Withdrawing Holders shall conclusively be deemed thereafter not to be “Registrable Securities” under this Agreement. No withdrawal pursuant to this Section 2.04(b) shall release any Withdrawing Holder from its indemnification and contribution rights and obligations, if any, pursuant to Sections 2.06, 2.07 and 2.09 herein.

SECTION 2.05. Registration Procedures. Whenever any Stockholders request that any Registrable Securities be registered pursuant to Sections 2.01, 2.02 or 2.03 hereof, subject to the provisions of such Sections, the Company shall use its best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof as quickly as practicable, and, in connection with any such request:

(a) The Company shall as expeditiously as possible, and, if the Company is not qualified for the use of Form S-3, no later than 20 days from the date of receipt by the Company of the written request, and if the Company is qualified for the use of Form S-3, no later than 10 days from the date of receipt by the Company of the written request, prepare and file with the SEC a registration statement on any form for which the Company or that counsel for the Company shall deem appropriate and which form shall be available for the sale of the Registrable Securities to be registered thereunder in accordance with the intended method of distribution thereof, and use its best efforts to cause such filed registration statement to become and remain effective for a period of not less than 180 days, or in the case of a Shelf Registration, not less than two years (or such shorter period in which all of the Registrable Securities of the Registering Stockholders included in such registration statement shall have actually been sold thereunder, but not before the expiration of the periods referred to in Section 4(3) and Rule 174 of the Securities Act or any successor provision, if applicable); provided, however, that such 180-day period or two-year period, as applicable; shall be extended for a period of time equal to the period any Stockholder refrains from selling any securities included in such registration at the request of an underwriter and in the case of any Shelf Registration, subject to compliance with applicable SEC rules, such two-year period shall be extended, if necessary, to keep the registration statement effective until all such Registrable Securities are sold.

(b) Prior to filing a registration statement or prospectus or any amendment or supplement thereto, the Company shall, if requested, furnish to each participating Stockholder and each underwriter, if any, of the Registrable Securities covered by such registration statement copies of such registration statement as proposed to be filed, and thereafter the Company shall furnish to such Stockholder and underwriter, if any, such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 or Rule 430A under the Securities Act and such other documents as such Stockholder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Stockholder.

(c) After the filing of the registration statement, the Company shall (i) cause the related prospectus to be supplemented by any required prospectus supplement, and, as so supplemented, to be filed pursuant to Rule 424 under the Securities Act, (ii) comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement during the applicable period in accordance with the intended methods of disposition by the Registering Stockholders thereof set forth in such registration statement or supplement to such prospectus and (iii) promptly notify each Registering Stockholder holding Registrable Securities covered by such registration statement of any stop order issued or threatened by the SEC or any state securities commission and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered.

(d) The Company shall use its best efforts to (i) register or qualify the Registrable Securities covered by such registration statement under such other securities or “blue sky” laws of such jurisdictions in the United States as any Registering Stockholder holding such Registrable Securities reasonably (in light of such Stockholder’s intended plan of distribution) requests, and (ii) cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be reasonably necessary or advisable to enable such Stockholder to consummate the disposition of the Registrable Securities owned by such Stockholder; provided, that the Company shall not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 2.05(d), (B) subject itself to taxation in any such jurisdiction or (C) consent to general service of process in any such jurisdiction.

(e) The Company shall immediately notify each Registering Stockholder holding such Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and promptly prepare and make available to each such Stockholder and file with the SEC any such supplement or amendment.

(f) Except for a Demand Registration, the Board shall have the right to select the underwriter or underwriters in connection with any Public Offering. In connection with the offering of Registrable Securities pursuant to a Demand Registration, the Requesting Stockholder shall have the right, in its sole discretion, to select the managing underwriter in connection with any Public Offering resulting from a Demand Registration. In connection with any Public Offering, the Company shall enter into customary agreements (including an underwriting agreement in customary form, provided that the scope of the indemnity contained in such underwriting agreement is not more extensive than the indemnity described in Section 2.07 hereof), provided that such agreements are consistent with this Agreement, and take all such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities in any such Public Offering. Each Stockholder participating in such underwriting shall also enter into such agreements, provided that the terms of any such agreement are consistent with this Agreement.

(g) Upon execution of confidentiality agreements in form and substance reasonably satisfactory to the Company, the Company shall make available for inspection by any Registering Stockholder and any underwriter participating in any disposition pursuant to a registration statement, being filed by the Company pursuant to this Section 2.05 and any attorney, accountant or other professional retained by any such Stockholder or underwriter (collectively, the “Inspectors”), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the “Records”) as shall be reasonably necessary or desirable to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any Inspectors in connection with such registration statement. Records that the Company determines, in good faith, to be confidential and that it notifies the Inspectors are confidential shall not be disclosed by the Inspectors unless (i) the disclosure of such Records is necessary to avoid or correct a misstatement or omission in such registration statement, or (ii) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction or is otherwise required by law; provided, however, that any decision regarding the disclosure of information pursuant to subclause (i) shall be made only after consultation with counsel for the Company. Each Registering Stockholder agrees that information obtained by it as a result of such inspections shall be deemed confidential and shall not be used by it or its Affiliates as the basis for any market transactions in the Company Equity Securities unless and until such information is made generally available to the public. Each Registering Stockholder further agrees that, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, it shall give notice to the Company and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of the Records deemed confidential.

(h) The Company shall furnish to each Registering Stockholder and to each such underwriter, if any, a signed counterpart, addressed to such Stockholder or underwriter, of (i) an opinion or opinions of counsel to the Company and (ii) a comfort letter or comfort letters from the Company’s independent public accountants, each in customary form and covering such matters of the kind customarily covered by opinions or comfort letters, as the case may be, as a majority of such Stockholders or the managing underwriter therefor reasonably requests.

(i) The Company shall otherwise use its best efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable, an earning statement or such other document that shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder no later than 45 days after the end of any 12-month period (or 90 days after the end of any 12-month period if such period is a fiscal year) (or in each case within such shorter period of time as may be required by the Commission for filing the applicable report with the Commission) (i) commencing the end of any fiscal quarter in which Registrable Securities are sold to underwriters in an underwritten offering or (ii) if not sold to underwriters in such an offering, commencing on the first day of the first fiscal quarter of the Company after the effective date of a Registration Statement, which earnings statement shall cover said 12-month period.

(j) The Company may require each such Registering Stockholder, by written notice given to each such Registering Stockholder not less than 10 days prior to the filing date of such registration statement, to promptly, and in any event within 7 days after receipt of such notice, furnish in writing to the Company such information regarding the distribution of the Registrable Securities as the Company may from time to time request and such other information as may be legally required in connection with such registration.

(k) Each such Registering Stockholder agrees that, upon receipt of any written notice from the Company of the occurrence of any event requiring the preparation of a supplement or amendment of a prospectus relating to the Registrable Securities covered by a registration statement that is required to be delivered under the Securities Act so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or to make the statements therein not misleading, such Stockholder shall forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Stockholder’s receipt of the copies of a supplemented or amended prospectus, and, if so directed by the Company, such Stockholder shall deliver to the Company all copies, other than any permanent file copies then in such Stockholder’s possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. If the Company shall give such notice, the Company shall extend the period during which such registration statement shall be maintained effective (including the period referred to in Section 2.05(a)) by the number of days during the period from and including the date of the giving of notice pursuant to Section 2.05(e) to the date when the Company shall make available to such Stockholder a prospectus supplemented or amended to conform with the requirements of Section 2.05(e).

(l) The Company shall use its reasonable best efforts to list all Registrable Securities covered by such registration statement on any securities exchange or quotation system on which any of the Registrable Securities are then listed or traded.

(m) The Company shall have appropriate officers of the Company (i) prepare and make presentations at any “road shows” and before analysts and rating agencies, as the case may be, (ii) take other actions to obtain ratings for any Registrable Securities and (iii) otherwise use their reasonable best efforts to cooperate as requested by the underwriters in the offering, marketing or selling of the Registrable Securities.

SECTION 2.06. Indemnification by the Company. The Company agrees to indemnify and hold harmless each Registering Stockholder holding Registrable Securities covered by a registration statement, its officers, directors, employees, managers, members, partners and agents, and each Person, if any, who controls any such Persons within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages, liabilities and expenses (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses) (“Damages”) caused by or relating to any untrue statement or alleged untrue statement of a material fact contained in any registration statement or prospectus relating to the Registrable Securities (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or any preliminary prospectus, or caused by or relating to any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities law, or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law, or any common law or regulation applicable to the Company and relating to the registration of the Registrable Securities, except insofar as such Damages are caused by or related to any such untrue statement or omission or alleged untrue statement or omission so made based upon information furnished in writing to the Company by such Stockholder or on such Stockholder’s behalf expressly for use therein. In connection with an underwritten offering, the Company shall indemnify the underwriters thereof, their officers, directors and agents and each Person who controls such underwriters (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of each Registering Stockholder. Notwithstanding the foregoing, with respect to any untrue statement or omission or alleged untrue statement or omission made in any preliminary prospectus, or in any prospectus, as the case may be, the indemnity agreement contained in this paragraph shall not apply to the extent that any Damages result from the fact that a current copy of the prospectus (or amended or supplemented prospectus, as the case may be) was not sent or given to the Person asserting any such Damages at or prior to the written confirmation of the sale of the Registrable Securities concerned to such Person if it is determined that the Company has provided such prospectus to such Stockholder and it was the responsibility of such Stockholder to provide such Person with a current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) and such current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) would have cured the defect giving rise to such Damages.

SECTION 2.07. Indemnification by the Participating Stockholders. Each Registering Stockholder holding Registrable Securities included in any registration statement agrees, severally but not jointly, to indemnify and hold harmless the Company, its officers, directors and agents and each Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to such Stockholder, but only (i) with respect to information furnished in writing to the Company by such Stockholder expressly for use in any registration statement or prospectus relating to the Registrable Securities, or any amendment or supplement thereto, or any preliminary prospectus or (ii) to the extent that any Damages result from the fact that a current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) was not sent or given to the Person asserting any such Damages at or prior to the written confirmation of the sale of the Registrable Securities concerned to such Person if it is determined that it was the responsibility of such Stockholder to provide such Person with a current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) and such current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) was available to such Stockholder and would have cured the defect giving rise to such Damages. As a condition to including Registrable Securities in any registration statement filed in accordance with this Article 2, the Company may require that it shall have received an undertaking reasonably satisfactory to it from any underwriter to indemnify and hold it harmless to the extent customarily provided by underwriters with respect to similar securities. Notwithstanding anything to the contrary set forth in this Section 2.07, no Registering Stockholder shall be liable under this Section 2.07 for any Damages in excess of the net proceeds realized by such Stockholder in the sale of Registrable Securities of such Stockholder to which such Damages relate.

SECTION 2.08. Conduct of Indemnification Proceedings. If any proceeding (including any governmental investigation) shall be instituted involving any Person in respect of which indemnity may be sought pursuant to this Article 2, such Person (an “Indemnified Party”) shall promptly notify the Person against whom such indemnity may be sought (the “Indemnifying Party”) in writing and the Indemnifying Party shall have the right to assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and shall have the right to assume the payment of all fees and expenses; provided, that the failure of any Indemnified Party so to notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent that the Indemnifying Party is materially prejudiced by such failure to notify. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel, or (ii) in the reasonable judgment of such Indemnified Party representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that, in connection with any proceeding or related proceedings in the same jurisdiction, the Indemnifying Party shall not be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by the Indemnified Parties. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent, or if there be a final judgment for the plaintiff, the Indemnifying Party shall indemnify and hold harmless such Indemnified Parties from and against any Damages (to the extent stated above) by reason of such settlement or judgment. Without the prior written consent of the Indemnified Party, no Indemnifying Party shall effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Party from all liability arising out of such proceeding.

SECTION 2.09. Contribution.

(a) If the indemnification provided for in this Article 2 is unavailable to the Indemnified Parties in respect of any Damages, then each such Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such Damages (i) as between the Company and the Registering Stockholders holding Registrable Securities covered by a registration statement on the one hand and the underwriters on the other, in such proportion as is appropriate to reflect the relative benefits received by the Company and such Stockholders on the one hand and the underwriters on the other, from the offering of the Registrable Securities, or if such allocation is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits but also the relative fault of the Company and such Stockholders on the one hand and of such underwriters on the other in connection with the statements or omissions that resulted in such Damages, as well as any other relevant equitable considerations, and (ii) as between the Company on the one hand and each such Stockholder on the other, in such proportion as is appropriate to reflect the relative fault of the Company and of each such Stockholder in connection with such statements or omissions, as well as any other relevant equitable considerations. The relative benefits received by the Company and such Stockholders on the one hand and such underwriters on the other shall be deemed to be in the same proportion as the total proceeds from the offering (net of underwriting discounts and commissions but before deducting expenses) received by the Company and such Stockholders bear to the total underwriting discounts and commissions received by such underwriters, in each case as set forth in the table on the cover page of the prospectus. The relative fault of the Company and such Stockholders on the one hand and of such underwriters on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company and such Stockholders or by such underwriters. The relative fault of the Company on the one hand and of each such Stockholder on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by such party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

(b) The Company and the Registering Stockholders agree that it would not be just and equitable if contribution pursuant to this Section 2.09 were determined by pro rata allocation (even if the underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an Indemnified Party as a result of the Damages referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 2.09, no underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Registrable Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any Damages that such underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission, and no Registering Stockholder shall be required to contribute any amount in excess of the amount by which the net proceeds realized by such Stockholder in the sale of Registrable Securities of such Stockholder to which such Damages relate exceeds the amount of any Damages that such Stockholder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. Each Registering Stockholder’s obligation to contribute pursuant to this Section 2.08 is several in the proportion that the proceeds of the offering received by such Stockholder bears to the total proceeds of the offering received by all such Registering Stockholders and not joint.

SECTION 2.10. Other Indemnification. Indemnification similar to that specified herein (with appropriate modifications) shall be given by the Company and each Stockholder participating therein with respect to any required registration or other qualification of securities under any federal or state law or regulation or governmental authority other than the Securities Act.

SECTION 2.11. Participation in Public Offering. No Stockholder will be permitted to participate in any registration of any Registrable Securities in any Public Offering hereunder unless such Stockholder (i) agrees to sell such Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (ii) completes and executes, and complies with, all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and the provisions of this Agreement in respect of registration rights.

SECTION 2.12. Rule 144 Sale. If any Stockholder shall transfer any Registrable Securities pursuant to Rule 144, the Company shall cooperate, to the extent commercially reasonable, with such Stockholder and shall provide to such Stockholder such information as such Stockholder shall reasonably request. Without limiting the generality of the foregoing, with a view to making available the benefits of certain rules and regulations of the SEC that may permit the sale of the Registrable Securities to the public without registration, the Company agrees that, after such time as the Company shall have consummated a Public Offering, it will:

(a) make and keep public information available, as those terms are understood and defined in Rule 144, at all times after the effective date that the Company becomes subject to the reporting requirements of the Securities Act or the Exchange Act;

(b) use its reasonable best efforts to file with the SEC in a timely manner all reports and other documents required to be filed by the Company under the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements); and

(c) furnish to any Stockholder, so long as such Stockholder owns any Registrable Securities, upon request by such Stockholder, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144 (at any time after 90 days after the effective date of the first registration statement filed by the Company for a Public Offering), and of the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements) or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company and (iii) such other reports and documents of the Company and other information in the possession of or reasonably obtainable by the Company as a Stockholder may reasonably request in availing itself of any rule or regulation of the SEC allowing a Stockholder to sell any such securities without registration; and

(d) (upon the request of any Stockholder, instruct the transfer agent in writing that it shall rely on the written legal opinion of such Stockholder’s counsel, and shall act in accordance with the written instructions of such Stockholder’s counsel, with respect to any transfer of Company Equity Securities

SECTION 2.13. Limitation on Transfer of Registration Rights. None of the rights of Stockholders under this Article 2 shall be assignable by any Stockholder to any Person acquiring Securities in any Public Offering or pursuant to Rule 144, but are assignable to a Third Party in connection with a Transfer to such Third Party, as part of a single transaction by such Stockholder, in which such Stockholder Transfers to such Third Party all of the greater of (a) the Company Equity Securities beneficially owned by such Stockholder as of the date hereof after taking into account any stock split, stock dividend, reverse stock split, recapitalization, reorganization or other similar event, provided that with respect to the ownership of Wind Acquisition, such number of the Company Equity Securities shall be determined as if all of the Company Equity Securities to be purchased by Wind Acquisition pursuant to the Purchase Commitment (as such term is defined in the Purchase Agreement) under the Purchase Agreement shall have been purchased as of the date hereof, and (b) such Stockholder’s Company Equity Securities.

SECTION 2.14. No Inconsistent Agreements. The Company covenants and agrees that it shall not grant registration rights that are more favorable in the aggregate than those under this Agreement with respect to the Company Equity Securities or any other securities without the prior written consent of the Stockholders. The Company represents and warrants that, except as set forth in this Agreement, it is not currently a party to any agreement with respect to any of its equity or debt securities granting any registration rights to any Person.

ARTICLE 3

MISCELLANEOUS

SECTION 3.01. Binding Effect; Assignability; Benefit.

(a) This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors, legal representatives and permitted assigns. Any Stockholder that ceases to own beneficially any Company Equity Securities shall cease to be bound by the terms hereof (other than (i) the provisions of Sections 2.06, 2.07, 2.08, 2.09 and 2.10 applicable to such Stockholder with respect to any offering of Registrable Securities completed before the date such Stockholder ceased to own any Company Equity Securities, and (ii) this Article 3).

(b) Except as permitted under Section 2.12, neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by any party hereto pursuant to any Transfer of Company Equity Securities or otherwise. Any Person acquiring Company Equity Securities that is permitted by the terms of this Agreement to become a party hereto shall (unless already bound hereby) execute and deliver to the Company an agreement to be bound by this Agreement in the form of Exhibit A hereto and shall thenceforth be a “Stockholder.”

(c) Nothing in this Agreement, expressed or implied, is intended to confer on any Person other than the parties hereto, and their respective heirs, successors, legal representatives and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

SECTION 3.02. Notices. All notices, requests and other communications to any party shall be in writing and shall be delivered in person, mailed by certified or registered mail, return receipt requested, or sent by facsimile transmission,

If to the Company, to:

Catamount Energy Corporation

71 Allen Street, Suite 101

Rutland, VT 05701

Attention: James Moore

Facsimile: (802) 772-6799

If to Wind Acquisition, to such person:

c/o Diamond Castle Holdings, LLC

280 Park Avenue

New York, NY 10017

Attention: Ari J. Benacerraf and Daniel H. Clare

Facsimile: (212) 983-1234

with a copy to (which shall not constitute notice):

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, New York 10153

Attention: David M. Blittner

Facsimile: (212) 310-8007

If to CVPS, to such Person:

Central Vermont Public Service Corp.
77 Grove Street
Rutland, VT 05701
Facsimile: (802) 770-3236
Attention: Dale Rocheleau

with a copy to (which shall not constitute notice):

LeBoeuf, Lamb, Greene & MacRae LLP

125 West 55th Street

New York, NY 10019-5289

Attention: William S. Lamb

Facsimile: (212) 424-8500

or, in each case, at such other address or fax number as such party may hereafter specify for the purpose of notices hereunder by written notice to the other parties hereto. All notices, requests and other communications shall be deemed received (i) when delivered personally by hand (with written confirmation of receipt), (ii) when sent by facsimile (with written confirmation of transmission) or (iii) one Business Day following the day sent by overnight courier (with written confirmation of receipt), provided, however, that if the time of receipt by the recipient thereof is after 5:00 P.M. on any Business Day, such notice shall be deemed to have been delivered on the next succeeding Business Day. Any Person that hereafter becomes a party hereto shall provide its address and fax number to the Company, which shall promptly provide such information to each other party.

Any Person that hereafter becomes a Stockholder shall provide its address and fax number to the Company, which shall promptly provide such information to each other Stockholder.

SECTION 3.03. Waiver; Amendment; Termination.

(a) No provision of this Agreement may be waived except by an instrument in writing executed by any party against whom the waiver is to be effective. No provision of this Agreement may be amended or otherwise modified except by an instrument in writing executed by (i) the Company; (ii) Wind Acquisition (for so long as Wind Acquisition continues to own at least 10% of the total Registrable Securities), and (iii) CVPS (for so long as CVPS continues to own at least 10% of the total Registrable Securities); provided, that the consent of any Stockholder shall be required for any amendment or modification that discriminates in any material respect against such Stockholder in a manner disproportionate to other Stockholders.

(b) This Agreement shall terminate upon the earliest to occur of (i) the bankruptcy, liquidation, dissolution or winding-up of the Company, (ii) all of the Registrable Securities have ceased to be Registrable Securities or outstanding, and (iii) the mutual consent of the Company and all Stockholders who are parties to this Agreement; provided, that the provisions of Sections 2.06, 2.07, 2.08, 2.09 and 2.10 with respect to any offering of Registrable Securities completed before any such termination and this Article 3 shall survive any such termination).

(c) Upon the Put Closing (as such term is defined in the Stockholders’ Agreement), CVPS shall cease to have any rights pursuant to this Agreement.

SECTION 3.04. Non-Recourse. This Agreement may only be enforced against the named parties hereto. All claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement (including any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement), may be made only against the entities that are expressly identified as parties hereto; and no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or representative of any party hereto (including any person negotiating or executing this Agreement on behalf of a party hereto) shall have any liability or obligation with respect to this Agreement or with respect any claim or cause of action (whether in contract or tort) that may arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement (including a representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement).

SECTION 3.05. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to the conflicts of laws rules of such state.

SECTION 3.06. Jurisdiction. The parties hereto hereby irrevocably submit to the exclusive jurisdiction of any federal courts located within the First and Second Circuits of the State of New York and any state court sitting in the City of New York, New York, over any dispute arising out of or relating to this Agreement or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action proceeding related thereto may be heard and determined in such courts; provided, that such court shall have subject matter jurisdiction over any such dispute, suit or action. The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

SECTION 3.07. Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

SECTION 3.08. Specific Enforcement; Cumulative Remedies. The parties hereto acknowledge that money damages may not be an adequate remedy for violations of this Agreement and that any party, in addition to any other rights and remedies which the parties may have hereunder or at law or in equity, may, in his or its sole discretion, apply to a court of competent jurisdiction for specific performance or injunction or such other relief as such court may deem just and proper in order to enforce this Agreement or prevent any violation hereof and, to the extent permitted by applicable law, each party waives any objection to the imposition of such relief. All rights, powers and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity shall be cumulative and not alternative, and the exercise or beginning of the exercise of any thereof by any party shall not preclude the simultaneous or later exercise of any other such rights, powers or remedies by such party.

SECTION 3.09. Entire Agreement. This Agreement, the Stock Subscription Agreement, the Stockholders’ Agreement and the Management Stockholders’ Agreement and any exhibits and other documents referred to herein constitute the entire agreement and understanding among the parties hereto in respect of the subject matter hereof and thereof and supersede all prior and contemporaneous agreements and understandings, both oral and written, among the parties hereto, or between any of them, with respect to the subject matter hereof and thereof.

SECTION 3.10. Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. Upon such a determination, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner so that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

SECTION 3.11. Counterparts; Effectiveness. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the date first written above.


CATAMOUNT ENERGY CORPORATION

By: /s/ Joseph Cofelice

Name: Title:		Joseph Cofelice President


		CEC WIND ACQUISITION, LLC
		By:			/s/ Ari J. Benacerraf
		Name:			Ari J. Benacerraf
		Title:			Vice President

CENTRAL VERMONT PUBLIC SERVICE CORPORATION


By: /s/ Robert H. Young

Name: Title:		Robert H. Young President & CEO

Accepted and Agreed to as
of the date first above written:

CATAMOUNT RESOURCES CORPORATION

By: /s/ Robert H. Young
Name: Robert H. Young
Title: President & CEO

EXHIBIT A

JOINDER AGREEMENT

This Joinder Agreement (this “Joinder Agreement”) is made as of the date written below by the undersigned (the “Joining Party”) in accordance with the Registration Rights Agreement dated as of October 12, 2005 (the “Registration Agreement”) among CATAMOUNT ENERGY CORPORATION and certain other persons named therein, as the same may be amended from time to time. Capitalized terms used, but not defined, herein shall have the meaning ascribed to such terms in the Registration Rights Agreement.

The Joining Party hereby acknowledges, agrees and confirms that, by its execution of this Joinder Agreement, the Joining Party shall be deemed to be a party to and “Stockholder” under the Registration Rights Agreement as of the date hereof and shall have all of the rights and obligations of the Stockholder from whom it has acquired Company Equity Securities (to the extent permitted by the Registration Rights Agreement) as if it had executed the Registration Rights Agreement. The Joining Party hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Registration Rights Agreement.

IN WITNESS WHEREOF, the undersigned has executed this Joinder Agreement as of the date written below.

Date: ,


[NAME OF JOINING PARTY]



By:
		Name:
		Title:



Address for Notices:

AGREED ON THIS [ ] day of [ ], 200[_]:


CATAMOUNT ENERGY CORPORATION



By:
		Name:
		Title:

PUT OPTION PURCHASE AND SALE AGREEMENT

PUT OPTION PURCHASE AND SALE AGREEMENT, dated as of October 12, 2005 (this “Agreement”), but effective as of the Commitment Date, by and among Central Vermont Public Service Corporation, a Vermont Corporation (“CVPS”), Catamount Resources Corporation, a Vermont Corporation (“CRC”) and CEC Wind Acquisition, LLC, a Delaware limited liability company (“Wind”). Capitalized terms used herein but not otherwise defined shall have the meaning ascribed to such terms in the Subscription Agreement and/or Stockholders’ Agreement (defined below).

WHEREAS, CRC owns one share of Class A Common Stock of Catamount Energy Corporation (the “Company”), which represents all of the Company Equity Securities as of the date of this Agreement;

WHEREAS, prior to the Initial Closing Date, the number of shares of Class A Common Stock owned by CRC will be adjusted as provided in the Subscription Agreement and the Restated Certificate (as adjusted, the “Put Shares”);

WHEREAS, CVPS, CRC, Wind and the Company entered into a Stock Subscription Agreement dated as of even date herewith (the “Subscription Agreement”) pursuant to which Wind committed to purchase shares of Common Stock;

WHEREAS, the Company, Wind, CVPS and CRC are party to a Stockholders’ Agreement, dated as of even date herewith (as amended from time to time, the “Stockholders’ Agreement”); and

WHEREAS, pursuant to Section 5.03 of the Stockholders’ Agreement, it is contemplated that the parties hereto shall enter into this Agreement contemporaneously with entering into the Subscription Agreement in order to specify the terms and conditions upon which CRC may exercise the Put Option, pursuant to which CRC shall sell all (but not less than all) of its Put Shares to Wind, subject to the terms and conditions set forth herein.

NOW, THEREFORE, in order to implement the foregoing and in consideration of the mutual representations, warranties and agreements contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

ARTICLE I

Purchase and Sale of Put Shares

Section 1.01. Purchase and Sale of Put Shares; Closing.

(a) On or after the Commitment Date but in any event prior to March 31, 2006, subject to the terms and conditions set forth herein, CRC shall have the right to elect to sell all (but not less than all) of its Put Shares to Wind (the “Put Option”) for an aggregate purchase price equal to $60,000,000 less the amount of Transaction Expenses (as defined in the Subscription Agreement) of CVPS and its Subsidiaries and Affiliates (other than the Company and its Subsidiaries and Affiliates) reimbursed or paid by the Company under Section 9.1 of the Subscription Agreement (the “Put Price”) by delivering to Wind a written notice (the date of such delivery, the “Exercise Date”), substantially in the form attached to as Annex A, of its election to exercise its rights with respect to the Put Option.

(b) The consummation of the Put Option (the “Put Closing”) shall take place at the offices of Weil, Gotshal & Manges LLP located at 767 Fifth Avenue, New York, New York 10153 (or at such other place as the parties may designate) at 10:00 a.m. (New York City time) on a date to be specified by the parties (the “Put Closing Date”), which date shall be no later than the 45th day after the satisfaction or waiver of the applicable conditions set forth in Article III (other than the conditions that by their nature are to be satisfied at the Put Closing, but subject to the satisfaction or waiver of those conditions at such time).

(c) At the Put Closing, (i) CRC shall sell to Wind, and Wind shall purchase from CRC, the Put Shares, (ii) the Put Price shall be paid by wire transfer of immediately available funds to an account specified by CRC at least two Business Days prior to such date and (iii) CRC shall deliver a certificate or certificates for the Put Shares, accompanied by duly executed transfer powers, with signatures guaranteed, and such Put Shares shall be free and clear of all liens, claims or encumbrances (other than restrictions imposed by applicable federal and state securities laws). For purposes of consummating the sale of CRC’s Put Shares pursuant to the Put, Wind may either purchase CRC’s Put Shares, or may designate a Person or group of Persons to purchase such securities (but only if such designation will not delay the Put Closing).

Section 1.02. Transfer Taxes. All Transfer Taxes incurred in connection with this Agreement and the transactions contemplated hereby shall be borne by the party on which such taxes are imposed. The party on which such taxes are imposed will file, to the extent required by applicable law, all necessary Tax Returns and other documentation with respect to all such Transfer Taxes.

ARTICLE II

Representations and Warranties

Section 2.01. Representations and Warranties of CVPS and CRC. Each of CVPS and CRC hereby represent and warrant to Wind that as of the Exercise Date:

(a) such party has all requisite power, authority and legal capacity to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized and approved by all required action on the part of such party. This Agreement has been duly and validly executed and delivered by the Company and (assuming due authorization, execution and delivery by Wind) this Agreement constitutes legal, valid and binding obligations of such party, enforceable against such party in accordance with their respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium, or other equivalent Laws affecting the enforcement of creditors’ rights in general and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).

(b) No material consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of such party or such party’s Subsidiaries in connection with the execution and delivery of this Agreement, the compliance by such party with any of the provisions hereof, or the consummation of the transactions contemplated hereby.

(c) CRC has good and valid title to the Put Shares and the Put Shares are owned by CRC free and clear of any and all liens or encumbrances other than restrictions on transfer generally arising under applicable federal and state securities laws. The Put Shares constitute all of the Company Equity Securities held, either as the record holder or as the beneficial owner, by CVPS, CRC or their Permitted Transferees.

(d) None of the execution and delivery by such party of this Agreement, the consummation of the transactions contemplated hereby, or compliance by such party with any of the provisions hereof will conflict with, or result in any violation or breach of or default (with or without notice or lapse of time, or both) under any provision of (i) the certificate of incorporation, by-laws, limited liability company agreement, operating agreement, partnership agreement or comparable organizational documents of such party or any of its Subsidiaries; (ii) any material contract to which such party or any of its Subsidiaries is a party or by which any of the properties or assets of such party or any of its Subsidiaries are bound; (iii) any order or settlement agreement applicable to such party or any of its Subsidiaries or any of the properties or assets of such party or any of its Subsidiaries; or (iv) any applicable Law.

Section 2.02. Representations and Warranties of Wind. Wind represents and warrants to CVPS and CRC that as of the Exercise Date:

(a) Wind has full limited liability company power, authority and legal capacity to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by Wind of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized and approved by all necessary limited liability company action on behalf of Wind. Assuming the due authorization, execution and delivery by the other parties hereto, this Agreement has been duly and validly executed and delivered by Wind and (assuming the due authorization, execution and delivery, as applicable, by CVPS and CRC) this Agreement constitutes the legal, valid and binding obligation of Wind, enforceable against Wind in accordance with its respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium, or other equivalent Laws affecting the enforcement of creditors’ rights in general and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).

(b) No material consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Wind in connection with the execution and delivery of this Agreement, the compliance by Wind with any of the provisions hereof, or the consummation of the transactions contemplated hereby.

(c) None of the execution and delivery by Wind of this Agreement, the consummation of the transactions contemplated hereby, or compliance by Wind with any of the provisions hereof will conflict with, or result in any violation or breach of or default (with or without notice or lapse of time, or both) under any provision of (i) the certificate of incorporation, by-laws, limited liability company agreement, operating agreement, partnership agreement or comparable organizational documents of Wind; (ii) any material contract to which Wind is a party or by which any of the properties or assets of Wind are bound; (iii) any order or settlement agreement applicable to Wind or any properties or assets of Wind; or (iv) any applicable Law.

(d) If the Put is consummated, Wind will acquire the Put Shares hereunder for its own account, for investment purposes only and not with a view to the distribution (as such term is used in Section 2(11) of the Securities Act) thereof. Wind understands that the Put Shares have not been registered under the Securities Act and cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available. Wind is an Accredited Investor and the financial situation of Wind is such that it can afford to suffer the complete loss of its investment in the Put Shares. The knowledge and experience of Wind in financial and business matters is such that it is capable of evaluating the risk of the investment in the Put Shares. Wind is prepared to bear the economic risk of this investment for an indefinite period of time.

ARTICLE III

Conditions to Closing

Section 3.01. Closing Conditions Precedent to Obligations of Wind. The obligation of Wind to consummate the transactions contemplated by this Agreement to be consummated on the Put Closing Date is subject to the fulfillment, on or prior to the Put Closing Date, of each of the following conditions precedent (any or all of which may be waived by Wind in whole or in part):

(a) the Initial Closing under the Purchase Agreement shall have been consummated.

(b) all “Equity Capital Contributions” under the Sweetwater 3 Equity Commitment Agreement shall have been made prior to March 31, 2006 in accordance with terms of such agreement, as entered into on May 10, 2005, in all material respects, without the waiver of any conditions to the obligations of the “Equity Investors” thereunder to make such contributions; provided, that, any material amendments, modifications or supplements to the Sweetwater 3 Equity Commitment Agreement and any waivers to the conditions for the “Equity Capital Contributions” thereunder to which Wind shall have consented shall not cause the failure of this condition to be satisfied.

(c) CRC shall have obtained or made any consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Body required to be obtained or made by it in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, in each case in a form satisfactory to Wind.

(d) no legal proceedings shall have been instituted or threatened or claim or demand made seeking to restrain or prohibit, or to obtain substantial damages with respect to, the consummation of the transactions contemplated hereby and there shall not be in effect any preliminary or permanent injunction or other Order issued by any federal, state or foreign court of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; it being agreed that the parties hereto shall promptly appeal any adverse determination which is not nonappealable (and pursue such appeal with reasonable diligence); provided, however, that Wind may not rely on this Section 3.01(c) if such Order was primarily due to Wind’s failure to perform any of its obligations under this Agreement.

(e) the representations and warranties of CVPS and CRC set forth in this Agreement qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, in each case, as of the date of this Agreement and as of the Put Closing Date, as though made at and as of the Put Closing Date.

Section 3.02. Closing Conditions Precedent to Obligations of CRC. The obligation of CRC to consummate the transactions contemplated by this Agreement to be consummated on the Put Closing Date is subject to the fulfillment, on or prior to the Put Closing Date, of each of the following conditions precedent (any or all of which may be waived by CRC in whole or in part):

(a) no legal proceedings shall have been instituted or threatened or claim or demand made seeking to restrain or prohibit, or to obtain substantial damages with respect to, the consummation of the transactions contemplated hereby, and there shall not be in effect any preliminary or permanent injunction or other order issued by any federal, state or foreign court of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; it being agreed that the parties hereto shall promptly appeal any adverse determination which is not nonappealable (and pursue such appeal with reasonable diligence).

(b) the representations and warranties of Wind set forth in this Agreement qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, in each case, as of the date of this Agreement and as of the Put Closing Date, as though made at and as of the Put Closing Date.

ARTICLE IV

Miscellaneous

Section 4.01. Survival or Representations and Warranties. The representations and warranties of the parties contained in this Agreement shall survive the Put Closing through and including June 30, 2007; provided, however, that the representations and warranties (a) of CVPS and CRC in Section 2.01(a) (Authorization and Enforceability) and Section 2.01(c) (Title) shall survive the Put Closing indefinitely and (b) of Wind in Section 2.02(a) (Authorization) shall survive the Put Closing indefinitely.

Section 4.02. Indemnity. This Agreement shall be deemed a “CVPS Document” for all purposes under the Subscription Agreement. Consequently, to the extent applicable, the terms of Section 7.2(a) of the Subscription Agreement shall obligate CVPS to indemnify Wind for any Losses (as such term is defined in the Subscription Agreement) based upon, attributable to or resulting from a breach of any of the representations or warranties or of any of the covenants made by CVPS and CRC herein (it being understood that any breach of the representations and warranties made by CVPS and CRC hereunder shall be determined based on such representations being made as of the date hereof and at and as of the Put Closing Date). To the extent applicable, the terms of Section 7.2(b) of the Subscription Agreement shall obligate Wind to indemnify CVPS and CRC for any Losses (as such term is defined in the Subscription Agreement) based upon, attributable to or resulting from a breach of any of the representations or warranties or of any of the covenants made by Wind herein (it being understood that any breach of the representations and warranties made by Wind hereunder shall be determined based on such representations being made as of the date hereof and at and as of the Put Closing Date). Additionally, the provisions of Section 7.4 of the Subscription Agreement, including, without limitation, the limitations on indemnification with respect to the Deductible (as defined in the Subscription Agreement) and the Cap (as defined in the Subscription Agreement) shall not apply to any Losses arising out of a breach of the representations and warranties (a) of CVPS and CRC in Section 2.01(a) (Authorization and Enforceability) and Section 2.01(c) (Title) and (b) of Wind in Section 2.02(a) (Authorization). The provisions of Section 7.3 and Sections 7.5 through 7.9 of the Subscription Agreement shall also apply to any indemnification claims made pursuant to this Agreement.

Section 4.03. FIRPTA. CVPS shall provide to Wind a duly executed certificate of non–foreign status in the form and manner that complies with section 1445 of the Code and the Treasury Regulations promulgated thereunder.

Section 4.04. Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement. One or more counterparts of this Agreement may be delivered via facsimile, with the intention that they shall have the same effect as an original counterpart hereof.

Section 4.05. No Waiver; Modifications in Writing. This Agreement, the Stockholders’ Agreement, the Subscription Agreement and the other documents attached thereto set forth the entire understanding of the parties with respect to the matters described herein. This Agreement can be amended, supplemented or changed, and any provision hereof can be waived, only by written instrument making specific reference to this Agreement signed by the party against whom enforcement of any such amendment, supplement, modification or waiver is sought. No action taken pursuant to this Agreement, including any investigation by or on behalf of any party, shall be deemed to constitute a waiver by the party taking such action of compliance with any representation, warranty, covenant or agreement contained herein. The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. No failure on the part of any party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by Law.

Section 4.06. Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. Nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any person or entity not a party to this Agreement. No assignment of this Agreement or of any rights or obligations hereunder may be made by CVPS or CRC (by operation of law or otherwise) without the prior written consent of Wind and any attempted assignment without the required consent shall be void; provided, however, that nothing in this Agreement shall preclude, limit or restrict the transfer of this Agreement and CVPS’s rights and obligations hereunder to a successor in interest pursuant to a CVPS Transaction. Wind may assign, in whole or in part, this Agreement and any or all rights or obligations hereunder (including, without limitation, Wind’s rights to purchase the Put Shares and Wind’s rights to seek indemnification) to Diamond Castle Partners IV, L.P., Diamond Castle Partners IV-A, L.P. or any of their respective Affiliates, without the consent of CRC; provided that such Person shall (A) provide to CRC evidence reasonably satisfactory to CRC that such Person has the same or greater financial capability as Purchaser with respect to its portion of the obligations assigned hereunder, (B) assume its portion of Wind’s obligations hereunder and (C) make the representations provided in Section 2.02(d) as to such Person’s financial capability with respect to its portion of the obligations assigned. Upon any such permitted assignment, the references in this Agreement to Wind shall also apply to any such assignee unless the context otherwise requires.

Section 4.07. Severability of Provisions. If any term or other provision of this Agreement is invalid, illegal, or incapable of being enforced by any law or public policy, all other terms or provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal, or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

Section 4.08. Descriptive Headings. The insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement. All references in this Agreement to any “Section” are to the corresponding Section of this Agreement unless otherwise specified.

Section 4.09. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the law of any jurisdiction other than the State of New York.

Section 4.10. Jurisdiction. The parties hereto hereby irrevocably submit to the exclusive jurisdiction of any federal courts located within the First and Second Circuits and any state court sitting in the City of New York, New York, over any dispute arising out of or relating to this Agreement or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action proceeding related thereto may be heard and determined in such courts; provided, that such court shall have subject matter jurisdiction over any such dispute, suit or action. The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

Section 4.11. Notices. All notices, requests and other communications to any party shall be in writing and shall be delivered in person, mailed by certified or registered mail, return receipt requested, or sent by facsimile transmission,

If to Wind, to:

CEC Wind Acquisition, LLC

c/o Diamond Castle Holdings, LLC

280 Park Avenue

New York, NY 10017

Attention: Ari J. Benacerraf and Daniel H. Clare

Facsimile: (212) 983-1234

with a copy to (which shall not constitute notice):

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153

Attention: David M. Blittner

Facsimile: (212) 310-8007

If to CVPS or CRC, to:

Central Vermont Public Service Corporation

77 Grove Street

Rutland, VT 05701

Attention: Dale Rocheleau

Facsimile: (802) 770-3236

with a copy to (which shall not constitute notice):

LeBoeuf, Lamb, Greene & MacRae LLP

125 West 55th Street

New York, NY 10019-5289

Attention: William S. Lamb

Facsimile: (212) 649-9425

Section 4.12. Non-Recourse. This Agreement may only be enforced against the named parties hereto. All claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement (including any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement), may be made only against the entities that are expressly identified as parties hereto; and no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or representative of any party hereto (including any person negotiating or executing this Agreement on behalf of a party hereto) shall have any liability or obligation with respect to this Agreement or with respect any claim or cause of action (whether in contract or tort) that may arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement (including a representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement).

Section 4.13. Specific Enforcement. Each party hereto acknowledges and agrees that a breach of this Agreement would cause irreparable damage to the other party and that such other party will not have an adequate remedy at law. Therefore, the obligations of either party under this Agreement, including but not limited to CRC’s obligation to sell the Put Shares to Wind and the Wind’s obligations to buy the Put Shares, shall be enforceable by a decree of specific performance issued by any court of competent jurisdiction, and appropriate injunctive relief may be applied for and granted in connection therewith. Such remedies shall, however, be cumulative and not exclusive and shall be in addition to any other remedies which any party may have under this Agreement or otherwise.

[The remainder of this page has been intentionally left blank.]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first written above.

CENTRAL VERMONT PUBLIC SERVICE CORPORATION


By: /s/ Robert H. Young

Name: Title:		Robert H. Young President & CEO

CATAMOUNT RESOURCES CORPORATION


By: /s/ Robert H. Young

Name: Title:		Robert H. Young President & CEO


CEC WIND ACQUISITION, LLC
By:	/s/	Ari J. Benacerraf
Name:		Ari J. Benacerraf
Title:		Vice President

ANNEX A

Form of Put Notice

To:

CEC Wind Acquisition, LLC

c/o Diamond Castle Holdings, LLC

280 Park Avenue

New York, NY 10017

Attention: Ari J. Benacerraf and Daniel H. Clare

Facsimile: (212) 983-1234

Date:

Ladies and Gentlemen:

We refer to that certain Put Option Purchase and Sale Agreement, dated as of October 12, 2005 (the “Agreement”) entered into between us and you. Terms defined in the Agreement (except where otherwise defined herein) shall have the same respective meanings herein.

This notice is the notice of our decision to exercise the Put Option for the purposes of Section 1.01 of the Agreement. We hereby request that you pay the Put Price, on the Put Closing Date, to the following account:

[CRC Account Info.]

CATAMOUNT RESOURCES CORPORATION

By:

Name:

Title:


Vermont	1-8222	03-0111290
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)

77 Grove Street, Rutland, Vermont		05701
_________________________________ (Address of principal executive offices)		___________ (Zip Code)


	Central Vermont Public Service Corporation

October 18, 2005	By:	Robert H. Young

		Name: Robert H. Young
		Title: President and Chief Executive Officer


Exhibit No.		Description

10		EXHIBIT 10.90 - Stock Subscription Agreement by and among CEC Wind Acquisition, LLC, Catamount Energy Corporation, Catamount Resources Corporation, and Central Vermont Public Service Corporation, dated October 12, 2005
10		EXHIBIT 10.90.1 - Form of the Amended and Restated Certificate of Incorporation
10		EXHIBIT 10.90.2 - Stockholders' Agreement among Catamount Energy Corporation and the stockholders parties thereto, dated October 12, 2005
10		EXHIBIT 10.90.3 - Registration Rights Agreement among Catamount Energy Corporation and the stockholders parties thereto, dated October 12, 2005
10		EXHIBIT 10.90.4 - Put Option Purchase and Sale Agreement between Central Vermont Public Service Corporation and CEC Wind Acquisition, LLC, dated October 12, 2005


SECTION 4.04.Preemptive Rights			33
SECTION 4.05.Buy/Sell Provision			35
ARTICLE 5CERTAIN COVENANTS AND AGREEMENTS			37
SECTION 5.01.Information Rights; Access			37
SECTION 5.02.Confidentiality			38
SECTION 5.03.CRC “Put”			40
SECTION 5.04.Exclusivity; Non-Competition; Non-Solicitation			40
SECTION 5.05.Conflicting Agreements			43
SECTION 5.06.Directors’ and Officers’ Insurance			43
SECTION 5.07.Liens			43
SECTION 5.08.Stockholder Indemnification; Reimbursement of Expenses			44
ARTICLE 6REPRESENTATIONS AND WARRANTIES			45
SECTION 6.01.CVPS Representations and Warranties			45
SECTION 6.02.CRC Representations and Warranties			46
SECTION 6.03.Wind Acquisition Representations and Warranties			46
SECTION 6.04.Company Representations and Warranties			47
ARTICLE 7MISCELLANEOUS			47
SECTION 7.01.Binding Effect; Assignability; Benefit			47
SECTION 7.02.Notices			48
SECTION 7.03.Waiver; Amendment; Termination			49
SECTION 7.04.Non-Recourse			50
SECTION 7.05.Governing Law; Venue			50
SECTION 7.06.WAIVER OF JURY TRIAL			51
SECTION 7.07.Specific Enforcement; Cumulative Remedies			51
SECTION 7.08.Entire Agreement			51
SECTION 7.09.Spouses			52
SECTION 7.10.Severability			52
SECTION 7.11.Aggregation of Shares			52
SECTION 7.12.Counterparts; Effectiveness			52
EXHIBITS AND SCHEDULES


Ownership Percentage	Number of Designees
=> 90%		6
=> 85% and < 90%		5
=> 65% and < 85%		4
=> 35% and < 65%		3
=> 15% and < 35%		2
=> 10% and < 15%		1
< 10%		0


Date of Report (Date of Earliest Event Reported):		October 12, 2005


Registrant’s telephone number, including area code:		(802) 747-5426


ARTICLE I	DEFINITIONS
1.1	Certain Definitions	1
1.2	Terms Defined Elsewhere in this Agreement	9
1.3	Other Definitional and Interpretive Matters	11
1.4	Joint Preparation	11
ARTICLE II	AUTHORIZATION; SALE AND PURCHASE OF SHARES; CLOSING
2.1	Authorization; Purchase Commitment	12
2.2	Sale and Purchase of Shares	12
2.3	Payment of Purchase Price	12
2.4	Initial Purchase; Expiration of Purchase Commitment	13
2.5	Closing Date	13
2.6	Deliveries on the Initial Closing Date	13
2.7	Delivery of Shares	14
2.8	Firm Commitment	14
ARTICLE III	REPRESENTATIONS AND WARRANTIES RELATING TO THE COMPANY
3.1	Organization and Good Standing	15
3.2	Authorization of Agreement	15
3.3	Conflicts; Consents of Third Parties	16
3.4	Capitalization	17
3.5	Subsidiaries; Underlying Projects; Investments	18
3.6	Corporate Records	20
3.7	Financial Statements	20
3.8	No Undisclosed Liabilities	21
3.9	Absence of Certain Developments	21
3.10	Taxes	24
3.11	Real Property	26
3.12	Tangible Personal Property	28
3.13	Intellectual Property	29
3.14	Material Contracts	30
3.15	Employee Benefits Plans	31
3.16	Labor	33
3.17	Litigation	34
3.18	Compliance with Laws; Permits	34
3.19	Environmental Matters	35
3.20	Insurance	36
3.21	Regulatory Matters	36
3.22	Related Party Transactions	37
3.23	Finders or Brokers	38
3.24	Vermont Takeover Law	38
ARTICLE IV	REPRESENTATIONS AND WARRANTIES OF PURCHASER
4.1	Organization and Good Standing	39
4.2	Authorization of Agreement	39
4.3	Conflicts; Consents of Third Parties	39
4.4	Litigation	40
4.5	Investment Intention; Accredited Investor	40
4.6	Finders or Brokers	40
4.7	Purchaser Financial Capability	40
4.8	Prior Obligations of Purchaser	40
ARTICLE V	COVENANTS
5.1	Access to Information; Confidentiality	40
5.2	Conduct of the Business Pending the Trigger Date	41
5.3	Third Party Consents	45
5.4	Regulatory Filings	46
5.5	Further Assurances	46
5.6	Exclusivity	46
5.7	Publicity	47
5.8	Related-Party Transactions with Non-Management Affiliates	47
5.9	Monthly Management Reports	48
5.10	Notification of Certain Matters	48
5.11	[Intentionally omitted.]	48
5.12	Company Corporate Transfers	48
5.13	Resignation of Directors	48
5.14	Restated Certificate	49
5.15	Tax Sharing Agreements	49
5.16	Refunds	49
5.17	Tax Matters	50
5.18	Employee Matters	52
5.19	Insurance	52
5.20	Certain Dispositions	52
5.21	Purchaser Financial Capability	52
ARTICLE VI	CONDITIONS TO CLOSING
6.1	Initial Closing Conditions Precedent to Obligations of Purchaser	53


6.3	Conditions Precedent to Obligations of Purchaser After the Initial Closing	56
6.4	No Conditions Precedent to the Purchase of the Remaining Shares	56
ARTICLE VII	INDEMNIFICATION
7.1	Survival of Representations and Warranties	57
7.2	Indemnification	57
7.3	Mitigation	60
7.4	Deductible; Maximum Liability	60
7.5	Indemnification Procedures	61
7.6	Insurance and Tax Benefits	62
7.7	No Right of Contribution or Recourse	63
7.8	Tax Treatment of Indemnity Payments	63
7.9	Exclusive Remedies	63
7.10	No Offset Against the Purchase Price	64
7.11	Tax Indemnity	64
ARTICLE VIIITERMINATION 8.1	Termination of Agreement	64
8.2	Procedure Upon Termination	65
8.3	Effect of Termination	66
ARTICLE IX	MISCELLANEOUS
9.1	Expenses	66
9.2	Specific Performance	67


9.4	Entire Agreement; Amendments and Waivers	68
9.5	Governing Law	69
9.6	Notices	69
9.7	Severability	70
9.8	Representations and Warranties, Etc	70
9.9	Binding Effect; Assignment	71
9.10	Non-Recourse	71
9.11	Counterparts	72


Term	Section
Alternative Transaction		5.6	(a)
Agreement	Recitals
Amended and Restated Service Contract		5.8
Balance Sheet		3.7	(a)
Balance Sheet Date		3.7	(a)
Budget and Business Plan		3.9	(a)
Cap		7.4
CEC Employees		3.16	(a)
CEC Related Persons		3.22	(b)
Closing(s)		2.5	(b)
Closing Date		2.5	(b)
Company	Recitals
Company Documents		3.2	(a)
Company Intellectual Property		3.13	(a)
Company Owned Property		3.11	(a)
Company Owned Properties		3.11	(a)
Company Permits		3.18	(b)
Company Personal Property Leases		3.12	(c)
Company Plans		3.15	(a)
Company Property		3.11	(a)
Company Properties		3.11	(a)
Company Real Property Lease		3.11	(a)
Company Real Property Leases		3.11	(a)
Company Straddle Tax Return		5.17
Confidentiality Agreement		5.1
CRC	Recitals
CVPS	Recitals
CVPS Documents		3.2	(b)
CVPS Indemnified Parties		7.2	(b)
CVPS Related Persons		3.22	(a)
CVPS Tax Claim		7.5	(b)
CVPS Tax Return		5.17
Deductible		7.4
Development Note		3.09	(c)
Employees		3.16	(b)
Evaluation Material		5.1
EWG		3.21	(d)
FERC		3.21	(b)
Final Purchase		2.4
Financial Statements		3.7	(a)
Indemnified Party(ies)		7.2	(b)
Indemnifying Party(ies)		7.4
Initial Closing		2.5
Initial Closing Date		2.5
Initial Purchase		2.4
LTIP		6.1	(h)
Material Contracts		3.14	(a)
Multiemployer Plan		3.15	(a)
PBGC		3.15	(f)
Per Share Purchase Price		2.3
PUHCA		3.21	(a)
Purchase Commitment		2.1
Purchaser	Recitals
Purchaser Documents		4.2
Purchaser Indemnified Parties		7.2	(a)
PURPA		3.21	(b)
QF		3.21	(c)
Related Persons		3.22	(b)
Representatives		5.6	(a)
Required Consents		5.3
Shares	Recitals
Subsequent Closing		2.5	(b)
Subsequent Closing Date		2.5	(b)
Survival Period		7.1
Sweetwater Land Option Agreement		3.09	(c)
Tax Package		5.17	(d)
Tax Referee		5.17	(c)
Third Party Claim		7.5	(b)
Title IV Plans		3.15	(a)
Transfer Employees		5.2	(c)
Transferred Projects		5.20
Underlying Project Owned Property		3.11	(b)
Underlying Project Owned Properties		3.11	(b)
Underlying Project Property		3.11	(b)
Underlying Project Properties		3.11	(b)
Underlying Project Real Property Lease		3.11	(b)
Underlying Project Real Property Leases		3.11	(b)


Diamond Castle Holdings, LLC
280 Park Avenue New York, NY 10017
Facsimile: (212) 983-1234
Attention:		Ari J. Benacerraf
		Daniel H. Clare


CEC Wind Acquisition, LLC
c/o Diamond Castle Holdings, LLC
280 Park Avenue New York, NY 10017 Facsimile: (212) 983-1234 Attention:		Ari J. Benacerraf
		Daniel H. Clare


By:	/s/ Ari J. Benacerraf

	Name: Ari J. Benacerraf
	Title:	Vice President


By:		/s/ Joseph Cofelice

		Name: Joseph Cofelice Title: President


Exhibit A Exhibit B Exhibit C Annex A		Joinder Agreement Certificate of Incorporation Put Option Purchase and Sale Agreement 2005 Budget for Catamount Energy Corporation


TERM	SECTION
Acceptance Notice		3.04	(b)
Agreement	Preamble
Appraisal Process Commencement Date		4.04	(g)
Appraisal Report		4.04	(g)
Appraiser		4.04	(g)
Approved Budget		2.06	(b)
Buy/Sell Initiator		4.05	(a)
Buy/Sell Offer		4.05	(a)
Buy/Sell Recipient		4.05	(a)
Buy/Sell Right		4.05	(d)
CEO Director	2.01(a)(iii)
Company	Preamble
Competition Offer Acceptance Notice	5.04(c)(iii)(B)
Competition Offered Securities	5.04(c)(iii)(B)
Competition Offer Notice	5.04(c)(iii)(B)
Competition Offer Period	5.04(c)(iii)(B)
Competition Offer Price	5.04(c)(iii)(B)
Confidential Information		5.02	(a)
Confidentiality Affiliates		5.02	(a)
CRC	Preamble
CVPS Directors	2.01(a)(ii)
CVPS	Preamble
Draft Budget		2.06	(a)
Drag-Along Sale		4.02	(a)
Drag-Along Sale Notice		4.02	(b)
Drag-Along Sale Notice Period		4.02	(b)
Drag-Along Sale Price		4.02	(b)
Drag-Along Seller		4.02	(a)
Drag-Along Transferee		4.02	(a)
Excess Shares		4.04	(c)
Fair Value of the Subject Interest		4.04	(g)
Fully Participating Stockholder		4.04	(c)
Issuance Notice		4.04	(a)
Jurisdictional Merger		2.11
Management Tag-Along Rights		4.01	(d)
Management Tagging Person		4.01	(d)
Offered Securities		3.04	(a)
Offeree		3.04	(a)
Offer Notice		3.04	(a)
Offeror		3.04	(a)
Offer Period		3.04	(b)
Offer Price		3.04	(a)
Put		5.03	(a)
Put Option Purchase and Sale Agreement		5.03	(a)
Replacement Nominee		2.03	(a)
Responsible Party		3.07
Statement of Management Authority		2.10
Stockholder Indemnitee		5.08	(a)
Tag-Along Notice		4.01	(a)(i)
Tag-Along Notice Period		4.01	(c)
Tag-Along Offer		4.01	(b)
Tag-Along Percentage		4.01	(b)
Tag-Along Response Notice		4.01	(c)
Tag-Along Right		4.01	(c)
Tag-Along Sale		4.01	(a)
Tag-Along Seller		4.01	(a)
Tagging Person	4.01(a)(ii)
Transaction Commitment		4.05	(d)
Unwinding Event		3.03	(b)
Wind Acquisition	Preamble
Wind Directors		2.01	(a)(i)


CEC WIND ACQUISITION LLC

By:		/s/ Ari J. Benacerraf

Name: Title:		Ari J. Benacerraf Vice President