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DECOMMISSIONING FUND AND ESCROW AGREEMENT

THIS DECOMMISSIONING FUND AND ESCROW AGREEMENT, is made and entered into as of the ____ day of __________, 2010, by and between Pinnacle Wind Force, LLC, a Delaware limited liability company, its successors and assigns (“Pinnacle”), and the County Commission of Mineral County, West Virginia, a political subdivision of the State of West Virginia, and its successors (the “Commission”) (Pinnacle and the Commission being sometimes herein referred to individually as a “Party” and collectively as the “Parties”), as the same may be amended or modified from time to time (the “Agreement”).

WITNESSETH: THAT WHEREAS, pursuant to that certain Order of the Public Service Commission of West Virginia (the “PSC”) issued on January 11, 2010, in Case No. 09-0360-E-CS (the “PSC Order”), Pinnacle is committed to establish and fund a decommissioning fund (“Fund”) to ensure that money will be available to the Commission for the “Decommissioning” (hereinafter defined) of the wind turbines, including all towers, blades, nacelles and transformers, and related wind power facilities, then dedicated for the sole use of Pinnacle and not others (collectively the “Wind Power Facilities”), to be constructed by Pinnacle at Pinnacle’s wind farm development near the Town of Keyser in Mineral County, West Virginia (the “Pinnacle Wind Farm at NewPage”) in the unlikely event of the occurrence of a Decommissioning Fund Event; and

WHEREAS, in furtherance of Pinnacle’s obligations to establish the Fund, Pinnacle will arrange, when required to do so under this Agreement, for the posting of Security in the amount of the Net Decommissioning Costs established by the Consultant made payable to the Fund, and WHEREAS, the Parties desire to enter into this Agreement to set forth their respective rights and responsibilities with regard to the Decommissioning of the Wind Power Facilities and the establishment of the Fund, including the periodic review and adjustment, if necessary, of the aggregate amount of the Security for the benefit of the Fund, and the procedures to be followed by the Commission in making claims against the Fund for Decommissioning costs and expenses; NOW THEREFORE, in consideration of the foregoing and of the mutual covenants hereinafter set forth, the Parties hereto agree as follows: 1. Term. This Agreement shall commence as of the date first written above and shall continue until terminated as hereinafter provided, but in no event shall exceed the maximum term permitted by law. 2. Scope of Decommissioning of Wind Power Facilities; Consultation with Land Owners.

For purposes of this Agreement, “Decommissioning” the Wind Power Facilities shall mean the dismantling and removal (for offsite reuse, recycling or disposal) of all Wind Power

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Facilities, including the removal of wind turbine foundations to a depth of approximately three feet below surface grade and the regrading and reseeding of disturbed areas in accordance with standard practices in the wind industry, but not including any activities with respect to Leased Facilities undertaken without the consent of the landowner to such property or without any required access rights from such landowner. Prior to commencing the Decommissioning of the Wind Power Facilities pursuant to this Agreement, the Commission shall consult with the owner or owners of the property or properties on which the Wind Power Facilities are located regarding the scope of Decommissioning and to secure any required rights of entry or temporary easements for such Decommissioning activities. 3. Decommissioning Fund. (a) Establishment of Decommissioning Fund. On or before the commencement of construction of the Pinnacle Wind Farm at NewPage, Pinnacle shall establish the Fund, and shall select an escrow agent from among those listed on Schedule A hereto or another escrow agent with a favorable reputation in the business industry in West Virginia to whom the Commission does not reasonably object within thirty (30) days after receiving notice of the appointment (the “Agent”) to administer such Fund. (a) Initial Balance. Prior to commencing construction of the Wind Power Facilities, GL Garrad Hassan (“Initial Consultant”) shall analyze and prepare a report setting forth an amount deemed sufficient to cover the estimated current net costs of Decommissioning the Wind Power Facilities, which shall be calculated as one hundred and five percent (105%) of the estimated cost of Decommissioning the Wind Power Facilities minus the estimated market or salvage value of the Wind Power Facilities (“Net Decommissioning Cost”). Within thirty (30) days of receiving the Initial Consultant’s written report on the then current Net Decommissioning Cost, Pinnacle shall provide a copy of the Initial Consultant’s report to the Commission. Pinnacle will within sixty (60) days of providing the Initial Consultant’s report to the Commission, furnish to the Agent to be held for the benefit of the Fund (i) an irrevocable letter of credit issued by a U.S. commercial bank (or a foreign bank with a U.S. branch) having total assets of at least $10 billion and a credit rating equal to or better than “A-” by S&P and an equivalent credit rating by Moody's or Fitch, (ii) a performance bond underwritten by a surety licensed and authorized to do business in the State of West Virginia (to which additional parties may be listed as dual beneficiaries), (iii) a guaranty issued by either Edison Mission Energy or an affiliate of Pinnacle, incorporated or organized in a jurisdiction of the United States and in good standing in such jurisdiction, with a credit rating from at least “BBB-” by S&P and “ Baa3” by Moody's, in each case materially similar to the form of such instrument attached hereto as Exhibit A, or (iv) another security instrument reasonably satisfactory to the Commission (the “Security”), in an amount not less than the Net Decommissioning Cost established by the Initial Consultant; provided, however, that if the Net Decommissioning Cost is zero or less than zero (market or salvage value exceeds current Decommissioning costs), Pinnacle shall not be required to post Security. (b) Periodic Review and Adjustment. On or before the end of the first five (5) years of the term of this Agreement, and at least once during every subsequent five (5) year period during the term of this Agreement, Pinnacle shall retain the Initial Consultant or another

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consultant with a favorable reputation in the wind industry, to whom the Commission does not reasonably object within thirty (30) days after receiving notice of the appointment (the “Consultant”) to review the then current Net Decommissioning Cost. Within thirty (30) days of receiving the Consultant’s written report on the then current Net Decommissioning Cost, Pinnacle shall provide a copy of the Consultant’s report to the Commission and such report shall be deemed approved by the Commission upon the earlier to occur of receipt of written approval from the Commission or the passage of thirty (30) days after delivery of such report, unless the Commission objects to the report, in writing, prior to such approval. If, as the result of any such approved periodic review, the Consultant determines that the amount of the Security is no longer sufficient to cover, or exceeds, the most recently determined Net Decommissioning Cost, Pinnacle will, within ninety (90) days of receiving the Consultant’s written report, amend the amount of the existing Security or obtain replacement Security meeting the requirements set forth in subsection (a), above, in an amount not less than the most recently determined Net Decommissioning Cost, and such security shall be the Security hereunder. (c) Duty to Maintain Fund. Pinnacle agrees to maintain Security, payable to the Fund, in an amount at least equal to the Net Decommissioning Cost as the same may be adjusted from time to time as herein provided. Pinnacle may from time to time change the form of Security by delivering substitute Security to the Agent. If the provider of the Security shall at any time issue a notice of cancellation or non-renewal of the Security, Pinnacle shall promptly obtain and maintain another substitute Security in an amount not less than the most recently determined Net Decommissioning Cost, which Security shall be subject to and governed by the terms of this Agreement in the same manner and to the same extent as the previously provided Security. If at any time the Fund is entitled to draw upon or receive payment pursuant to the Security pursuant to the terms thereof for any reason other than the occurrence of a Decommissioning Fund Event, the proceeds of such draw or other payment shall be deposited in the Fund and disbursed to the Commission or to Pinnacle only pursuant to the terms of this Agreement. 4. Decommissioning of Wind Power Facilities. (a) Leased Properties. Pinnacle is obligated under existing lease agreements with owners of property on which some of the Wind Power Facilities will be located to decommission the turbines located on such properties within a stated period or periods following the expiration, surrender or termination of the respective leases or upon the occurrence of certain other specified events (each a “Lease Decommissioning Event”). The lessors under one or more of such leases have reserved the right to decommission the portion of the Wind Power Facilities located on their respective properties if Pinnacle fails to do so within the allotted time following a Lease Decommissioning Event. In addition, one or more current or future lenders to Pinnacle may reserve the right under certain circumstances to perform Pinnacle’s obligations under one or more of such leases, including the obligation to decommission the Wind Power Facilities. The Parties hereto acknowledge and expressly agree that the decommissioning of any Leased Facilities pursuant to and consistent with the requirements of such lease shall meet the requirements of Decommissioning hereunder and that the Commission shall be entitled to draw upon the Fund to pay for the Decommissioning of any of the Wind Power Facilities that are situated on property leased by Pinnacle only if Pinnacle and all other persons or entities then possessing a right or obligation to decommission such facilities shall fail or refuse to exercise

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such right or fulfill such obligation when the same arises and within the time allotted or permitted under the terms of any applicable lease or other document, including applicable cure periods and such reasonable extensions of time as may be agreed to by the parties to such leases or documents. Pinnacle agrees that, unless caused by Force Majeure (hereinafter defined) or except as otherwise provided herein, if all of the Wind Power Facilities that are located on a leased parcel of land (“Lease Facilities”) shall cease to generate electric power for a period of 24 or more consecutive months and diligent efforts are not being made to remedy such generation interruption, upon written notice by the Commission to Pinnacle (“Lease Facilities Abandonment Notice”), the Lease Facilities located on such leased property shall be presumed to be at the end of their useful life and to have been abandoned. Within thirty (30) days of receipt of a Lease Facilities Abandonment Notice, Pinnacle may give written notice to the Commission (“Lease Facilities Compliance Notice”) that: (i) Pinnacle will resume generating electric power from the Lease Facilities within thirty (30) days of receipt of the Lease Facilities Abandonment Notice; (ii) Pinnacle will not resume generating electric power from the Lease Facilities within such thirty (30) day period, but is diligently pursuing all repair and maintenance activities necessary to resume generation of electric power as soon as reasonably practicable; or (iii) such interruption is the result of compliance with a governmental or utility order. If Pinnacle provides the Commission with a Lease Facilities Compliance Notice pursuant to clauses (ii) or (iii) of the preceding sentence, the Lease Facilities Compliance Notice shall set forth an estimated date for resumption of service and supporting documentation regarding the cause of the generation interruption; provided that Pinnacle may extend the estimated date of resumption of generation by providing subsequent supporting documentation of the continuing impediment to generation and Pinnacle’s efforts to overcome such impediment. If Pinnacle provides a Lease Facilities Compliance Notice and resumes generating electric power during the period set forth in the Lease Facilities Compliance Notice, including any permitted extensions, then Pinnacle shall have no obligation to Decommission the Lease Facilities by reason of the Lease Facilities Abandonment Notice. A “Decommissioning Fund Event” shall occur if either (x) Pinnacle fails to timely issue a Lease Facilities Compliance Notice and fails to Decommission the Lease Facilities within one (1) year of the receipt of a Lease Facilities Abandonment Notice, (y) Pinnacle timely provides a Lease Facilities Compliance Notice pursuant to clause (i) of this Section 4(a), but does not resume electric generation within thirty (30) days of receipt of a Lease Facilities Abandonment Notice and does not Decommission the Lease Facilities within one (1) year of receipt of a Lease Facilities Abandonment Notice, or (z) Pinnacle timely provides a Lease Facilities Compliance Notice pursuant to clauses (ii) or (iii) of this Section 4(a), but does not either resume electric generation or Decommission the Lease Facilities within one (1) year of receipt of a Lease Facilities Abandonment Notice. Not less than thirty (30) days after delivery by the Commission to Pinnacle of a second written notice notifying Pinnacle of the occurrence of the Decommissioning Fund Event (“Notice of Claim”), the Commission may seek to Decommission the Lease Facilities and may submit a claim or claims to the Agent for the payment or reimbursement from the Fund of the cost of Decommissioning the Lease Facilities. (b) Owned Property. Pinnacle currently has an option from Allegany Holding Company to purchase a tract of land on which eleven (11) of the proposed turbines will be located (the “Allegany Tract”). If the Allegany Tract is acquired by Pinnacle, Pinnacle agrees that, unless caused by Force Majeure (hereinafter defined) or except as otherwise provided herein, if all of the Wind Power Facilities that are located on the Allegany Tract (the “Pinnacle

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Facilities”) shall cease to generate electric power for a period of 24 consecutive months and diligent efforts are not being made to remedy such generation interruption, upon written notice by the Commission to Pinnacle (“Pinnacle Facilities Abandonment Notice”), the Pinnacle Facilities shall be presumed to be at the end of their useful life and to have been abandoned. Within thirty (30) days of receipt of a Pinnacle Facilities Abandonment Notice, Pinnacle may give written notice to the Commission (“Pinnacle Facilities Compliance Notice”) that: (i) Pinnacle will resume generating electric power from the Pinnacle Facilities within thirty (30) days of receipt of the Pinnacle Facilities Abandonment Notice; (ii) Pinnacle will not resume generating electric power from the Pinnacle Facilities within such thirty (30) day period, but is diligently pursuing all repair and maintenance activities necessary to resume generation of electric power as soon as reasonably practicable; or (iii) such interruption is the result of compliance with a governmental or utility order. If Pinnacle provides the Commission with a Pinnacle Facilities Compliance Notice pursuant to clauses (ii) or (iii) of the preceding sentence, the Pinnacle Facilities Compliance Notice shall set forth an estimated date for resumption of service and supporting documentation regarding the cause of the generation interruption; provided that Pinnacle may extend the estimated date of resumption of generation by providing subsequent supporting documentation of the continuing impediment to generation and Pinnacle’s efforts to overcome such impediment. If Pinnacle provides a Pinnacle Facilities Compliance Notice and resumes generating electric power during the period set forth in the Pinnacle Facilities Compliance Notice, including any permitted extensions, Pinnacle shall have no obligation to Decommission the Pinnacle Facilities by reason of the Pinnacle Facilities Abandonment Notice. A “Decommissioning Fund Event” shall occur if either (x) Pinnacle fails to timely issue a Pinnacle Facilities Compliance Notice and fails to Decommission the Pinnacle Facilities within one (1) year of the receipt of a Pinnacle Facilities Abandonment Notice, (y) Pinnacle timely provides a Pinnacle Facilities Compliance Notice pursuant to clause (i) of this Section 4(b), but does not resume electric generation within thirty (30) days of receipt of a Pinnacle Facilities Abandonment Notice and does not Decommission the Pinnacle Facilities within one (1) year of receipt of a Pinnacle Facilities Abandonment Notice, or (z) Pinnacle timely provides a Pinnacle Facilities Compliance Notice pursuant to clauses (ii) or (iii) of this Section 4(b), but does not either resume electric generation or Decommission the Pinnacle Facilities within one (1) year of receipt of a Pinnacle Facilities Abandonment Notice. Not less than thirty (30) days after delivery by the Commission to Pinnacle of a Notice of Claim, the Commission may seek to Decommission the Pinnacle Facilities and may submit a claim or claims to the Agent for the payment or reimbursement from the Fund of the cost of Decommissioning the Pinnacle Facilities. (c) To the extent that it may lawfully do so and provided that the Commission is not in breach of this Agreement, Pinnacle hereby authorizes and grants to the Commission, its employees and agents, permission to enter upon the various respective properties upon which the Wind Power Facilities are located, as an invitee of Pinnacle and subject to Pinnacle’s rights and obligations under the affected real property lease, easement or other agreements, for the purpose of preparing for and carrying out the Decommissioning of such facilities upon the occurrence of a Decommissioning Fund Event. The Commission acknowledges, however, that Pinnacle may not possess the authority to grant the Commission access to and over the parcels on which the Leased Facilities are located. Prior to entering upon any of the parcels on which the Leased Facilities are located, the Commission shall confer with the owner or owners of such tracts and

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confirm its authority to enter onto such properties and the scope of Decommissioning for such Leased Facilities. 5. Fund Claims and Disbursements. (a) On and after the tenth (10th) Business Day (as hereinafter defined) following service of a Notice of Claim on Pinnacle, subject to Section 5(b) below, the Commission may submit a claim to the Agent for the payment or reimbursement from the Fund of the Commission’s actual cost of Decommissioning the Wind Power Facilities (whether Lease Facilities or Pinnacle Facilities, or both), as reduced by the salvage value of the Wind Power Facilities to be Decommissioned (the “Commission Claim”). The Commission or the Agent shall then, on behalf of the Fund, request a draw upon, or other payment under, the Security, pursuant to the claim requirements thereof (including, without limitation, certification that a Decommissioning Fund Event has occurred, that all required notices hereunder have been properly issued and timely served on Pinnacle and that ten days have lapsed from the Notice of Claim). The Agent shall have no obligation to disburse any amount from the Fund unless, until, and to the extent funds are available in the Fund. As used in this Agreement, “Business Day” shall mean any day other than a Saturday, Sunday or any other day on which U.S. banks are authorized or required by law or executive order to remain closed. (b) During the ten (10) Business Day Notice of Claim period, Pinnacle may provide written notice to the Commission and the Agent of its intent to oppose the Commission Claim (the “Pinnacle Opposition Notice”). The Commission shall not submit the Commission Claim to the Agent if the Commission has received the Pinnacle Opposition Notice within such ten (10) Business Day period. If any dispute regarding the Commission’s right to submit a Commission Claim to the Agent, the amount of such claim, and/or the Commission’s right to receive a disbursement of funds from the Fund results in litigation before a court or tribunal of competent jurisdiction, the prevailing party (as between Pinnacle and the Commission) in any such litigation arising from such dispute will be entitled to payment of all of its costs and expenses in connection with such dispute (including reasonable attorney fees) by the losing party. (c) All funds obtained by the Commission under this Agreement shall be used by the Commission solely for the Decommissioning of the Wind Power Facilities and for no other purposes, including decommissioning activities not required for Decommissioning. Any funds disbursed to the Commission under this Agreement that remain after the occurrence of a Termination Event shall be promptly returned to Pinnacle, its successors or assigns, without any requirement that Pinnacle make a demand for the return of such unused funds and any Security then remaining for the benefit of the Fund will be cancelled and released or terminated. 6. Termination. Except as otherwise noted below, this Agreement will terminate, any Security then remaining for the benefit of the Fund will be cancelled and released or terminated, and any funds in the Fund will be promptly returned to Pinnacle upon the earliest to occur of the following: (i) Pinnacle sells or conveys the Pinnacle Wind Farm at NewPage (other than in connection with financing activities) and the buyer or transferee of the same assumes the obligations of Pinnacle hereunder and substitutes appropriate Security, (ii) Pinnacle has permanently terminated or ceased commercial operation of all of the Wind Power Facilities, and

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has Decommissioned such facilities, (iii) the Commission has Decommissioned all of the Wind Power Facilities pursuant to the terms of this Agreement, or (iv) a Decommissioning Fund Event has occurred and twenty-four (24) months, as extended for Force Majeure, have elapsed (each such event being a “Termination Event”). Notwithstanding the foregoing, if the Commission shall have Decommissioned all of the Wind Power Facilities and there remain any unpaid Commission Claims, then this Agreement will survive solely with respect to the resolution of such unpaid Commission Claims and shall terminate upon such resolution. The sum of the amount of the Security remaining and the balance (if any) of the Fund at such time need only be in the amount of such outstanding Commission Claims. As soon as such dispute (if any) is resolved, whether by mutual agreement of the Parties or by a final and unappealable order of the PSC or other court of competent jurisdiction, the Agent will disburse such amount or amounts to (i) the Party or Parties determined by the PSC or court to be entitled thereto, or (ii) Pinnacle, if no determination is made by the PSC or the court, as the case may be. The Agent shall disburse such amounts as promptly as practicable, and any remaining Security shall be cancelled and released or terminated. Notwithstanding the foregoing, no new Commission Claims will be accepted by the Agent after the occurrence of any Termination Event. 7. Notices. All communications hereunder shall be in writing and shall be deemed to be duly given and received:

(a) upon delivery, if delivered personally, or upon confirmed transmittal, if by facsimile;

(b) on the next Business Day if sent by overnight courier; or (c) four (4) Business Days after mailing if mailed by prepaid registered mail, return

receipt requested, to the appropriate notice address set forth below or at such other address as the Agent or any party hereto may have furnished to the other parties in writing by registered mail, return receipt requested.

If to Pinnacle: Pinnacle Wind Force, LLC

Attention: General Counsel 645 E. Pittsburgh St, # 356 Greensburg PA 15601

Fax: 304.257.0777 Tel: 304.257.0777 If to the Commission: Mineral County Commission Attn: Commission President 150 Armstrong St

Keyser, WV 26726-3500 Fax: 304-778-0768

Tel: 304-788-5921 If to the Agent: To such address for Agent as may be set forth in Schedule A or to

such other address as the Agent may have furnished to the parties in writing.

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8. Assignment. Pinnacle may assign its rights and obligations under this Agreement

(as collateral security or otherwise) (a) for financing purposes or (b) to an affiliate of Pinnacle, in either case without the consent of the Commission, and the Commission shall execute such consents to assignment and other documents as Pinnacle or its assignee(s) may request from time to time, it being intended that any such consents to assignment and other documents may be relied upon by any assignees or prospective assignees, or any prospective and/or subsequent purchaser or transferee of all or a part of Pinnacle’s interest in the Wind Power Facilities.

9. Miscellaneous. The provisions of this Agreement may be waived, altered, amended or supplemented, in whole or in part, only by a writing signed by the Parties. This Agreement shall be governed by and construed under the laws of the State of West Virginia. Each Party irrevocably waives any objection on the grounds of venue, forum non-conveniens or any similar grounds and irrevocably consents to service of process by mail or in any other manner permitted by applicable law and consents to the jurisdiction of the courts located in [Kanawha County] in the State of West Virginia. The Parties further hereby waive any right to a trial by jury with respect to any lawsuit or judicial proceeding arising or relating to this Agreement. No party to this Agreement is liable to any other party to the extent that the performance of its obligations under the terms of this Agreement is interfered with, delayed, restricted or prevented, in whole or in part, because of fire, earthquake, flood, tornado or other natural disasters or acts of God, war, terrorism, strikes or other labor disputes, electrical outages, equipment or transmission failure, any law, order, proclamation, regulation, ordinance, action, demand or requirement of any government agency or other causes reasonably beyond its control (“Force Majeure”), or because of the suspension of operations of all or a portion of the Wind Power Facilities for routine maintenance, overhaul, upgrade, or reconditioning. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. All signatures of the parties to this Agreement may be transmitted by facsimile, and such facsimile will, for all purposes, be deemed to be the original signature of such party whose signature it reproduces, and will be binding upon such party. If any provision of this Agreement is determined to be prohibited or unenforceable by reason of any applicable law of a jurisdiction, then such provision shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions thereof, and any such prohibition or unenforceability in such jurisdiction shall not invalidate or render unenforceable such provisions in any other jurisdiction. PRELIM

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth above. THE COUNTY COMMISSION OF MINERAL COUNTY, WEST VIRGINIA By: ________________________________ Name: ______________________________ Title: Commission President PINNACLE WIND FORCE, LLC By: ________________________________ Name: ______________________________ Title: _______________________________

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Schedule A Approved Agents

Jackson Kelly, PLLC P.O. Box 553 Charleston, WV 25322 John D. Athey Esq. 149 Armstrong St Keyser, WV 26726 [Note: please add any additional attorneys that the Commission would like to have on this list.]

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Exhibit A-1 Form of Letter of Credit

DATE: _______ __, 20__ BENEFICIARY: [Name of Escrow Agent] ADDRESS: ___________________ ___________________ ___________________ APPLICANT: [Name of Applicant] ADDRESS: ___________________ ___________________ ___________________ WE, __________________, (“LETTER OF CREDIT ISSUER”), ISSUE THIS IRREVOCABLE STANDBY LETTER OF CREDIT NUMBER L5LS_______________ (“LETTER OF CREDIT”) IN FAVOR OF __________________________ (“BENEFICIARY”) FOR THE ACCOUNT OF_______________________ (“APPLICANT”), FOR AN AMOUNT OF US $______ (________________________ UNITED STATES DOLLARS), WE UNDERSTAND THIS LETTER OF CREDIT IS ISSUED RELATIVE TO THE DECOMMISSIONING SECURITY OBLIGATIONS OF PINNACLE WIND FORCE, LLC UNDER THE DECOMMISSIONING FUND AND ESCROW AGREEMENT DATED ________ __, 2010 (THE “AGREEMENT”) AVAILABLE BY PAYMENT AT SIGHT WHEN ACCOMPANIED BY ONE OR MORE OF THE FOLLOWING STATEMENTS DATED AND PURPORTEDLY SIGNED BY AN AUTHORIZED REPRESENTATIVE OF BENEFICIARY (SIGNED AS SUCH):

1. A DECOMMISSIONING FUND EVENT, AS SUCH TERM IS DEFINED IN THE

DECOMMISSIONING FUND AND ESCROW AGREEMENT, HAS OCCURRED. A

NOTICE OF CLAIM HAS BEEN PROPERLY ISSUED AND TIMELY SERVED AND

ALL OTHER REQUIRED NOTICES UNDER THE DECOMMISSIONING FUND

AND ESCROW AGREEMENT HAVE BEEN PROPERLY ISSUED AND TIMELY

SERVED. TEN BUSINESS DAYS HAVE LAPSED FROM THE DATE OF SERVICE

OF THE NOTICE OF CLAIM, AND BENEFICIARY HAS NOT RECEIVED A

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PINNACLE OPPOSITION NOTICE. THE COUNTY COMMISSION OF PINNACLE

COUNTY, WEST VIRGINIA HAS INCURRED OR WILL INCUR ACTUAL COSTS

OF DECOMMISSIONING OF $________________. THEREFORE, THE

BENEFICIARY DEMANDS PAYMENT OF $________________ UNDER

_________________ LETTER OF CREDIT NO. L5LS_______________.”

OR

2. “THIS LETTER OF CREDIT WILL EXPIRE IN LESS THAN THIRTY (30) DAYS,

APPLICANT IS REQUIRED UNDER THE DECOMMISSIONING FUND AND

ESCROW AGREEMENT DATED _____ __, 2010 TO MAINTAIN A COMPARABLE

LETTER OF CREDIT AFTER THIS LETTER OF CREDIT HAS EXPIRED, AND

BENEFICIARY HAS NOT RECEIVED AN EXTENSION OF SAID LETTER OF

CREDIT OR OTHER REPLACEMENT COLLATERAL FROM APPLICANT,

WHEREFORE, THE UNDERSIGNED BENEFICIARY DOES HEREBY DEMAND

PAYMENT OF $______________.”

THIS LETTER OF CREDIT EXPIRES ON ______ __, 20__ (“EXPIRATION DATE”) AT [BANK NAME], [BANK ADDRESS]. SPECIAL CONDITIONS:

PARTIAL AND MULTIPLE DRAWINGS ARE PERMITTED, AND THE AMOUNT OF THIS LETTER OF CREDIT WILL BE REDUCED BY THE AMOUNT OF EACH DRAWING HONORED BY US.

ALL ISSUING BANK CHARGES ARE FOR THE ACCOUNT OF THE APPLICANT.

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[OPTIONAL PROVISION: IT IS A CONDITION OF THIS LETTER OF CREDIT THAT IT SHALL BE DEEMED AUTOMATICALLY EXTENDED, WITHOUT AMENDMENT, FOR ADDITIONAL PERIOD(S) OF _______ FROM THE EXPIRY DATE HEREOF, OR ANY FUTURE EXPIRATION DATE UNLESS AT LEAST __ (_______) DAYS PRIOR TO ANY EXPIRATION DATE WE NOTIFY YOU BY CERTIFIED MAIL (RETURN RECEIPT REQUESTED) OR BY ANY OTHER RECEIPTED MEANS THAT WE ELECT NOT TO RENEW OR EXTEND THE EXPIRY DATE OF THIS LETTER OF CREDIT FOR ANY SUCH ADDITIONAL PERIOD.]

THIS LETTER OF CREDIT MAY NOT BE AMENDED, CHANGED OR MODIFIED WITHOUT THE EXPRESS WRITTEN CONSENT OF THE BENEFICIARY AND THE ISSUER; PROVIDED, HOWEVER, THE AMOUNT AVAILABLE FOR DRAWING UNDER THIS LETTER OF CREDIT MAY BE REDUCED AUTOMATICALLY, WITHOUT AMENDMENT, FROM TIME TO TIME UPON OUR RECEIPT OF REDUCTION CERTIFICATE STATING THE AMOUNT OF REDUCTION AND AVAILABLE AMOUNT AFTER SUCH REDUCTION, EXECUTED AND PURPORTEDLY SIGNED BY BOTH APPLICANT AND BENEFICIARY.

IF A COMPLYING PRESENTATION IS MADE PRIOR TO 12:00 P.M. (P.S.T.) ON A BUSINESS DAY THEN ISSUER SHALL, PRIOR TO CLOSE OF BUSINESS ON THE ___________ FOLLOWING BUSINESS DAY, MAKE PAYMENT IN IMMEDIATELY AVAILABLE FUNDS. IF A COMPLYING PRESENTATION IS MADE AT OR AFTER 12:00 P.M. (P.S.T.) ON A BUSINESS DAY, THEN ISSUER SHALL, PRIOR TO CLOSE OF BUSINESS ON THE _______ FOLLOWING BUSINESS DAY, MAKE PAYMENT IN IMMEDIATELY AVAILABLE FUNDS. BUSINESS DAY AS STATED IN THIS LETTER OF CREDIT MEANS ANY DAY OTHER THAN A SATURDAY, SUNDAY, OR BANK HOLIDAY IN THE STATE OF NEW YORK OR STATE OF CALIFORNIA.

WE HEREBY ENGAGE WITH YOU THAT DOCUMENTS PRESENTED UNDER

AND IN CONFORMITY WITH THE TERMS AND CONDITIONS OF THIS LETTER OF CREDIT WILL BE DULY HONORED ON PRESENTATION IF PRESENTED ON OR BEFORE THE EXPIRATION DATE OF THIS LETTER OF CREDIT AT JPMORGAN CHASE BANK, N.A., C/O JPMORGAN TREASURY SERVICES, GLOBAL TRADE SERVICES REGIONAL PROCESSING CENTER, STANDBY LETTERS OF CREDIT DEPARTMENT, 333 SOUTH GRAND AVENUE, SUITE 3600, LOS ANGELES, CA 90071.

THIS LETTER OF CREDIT IS GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AND, EXCEPT AS OTHERWISE EXPRESSLY STATED HEREIN, IS SUBJECT TO THE

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INTERNATIONAL STANDBY PRACTICES 1998, INTERNATIONAL CHAMBER OF COMMERCE PUBLICATION 590 (“ISP”).

PLEASE ADDRESS ALL CORRESPONDENCE REGARDING THIS LETTER OF CREDIT TO [BANK NAME] [BANK ADDRESS], INCLUDING THE LETTER OF CREDIT NUMBER MENTIONED ABOVE.

________________________ THE LETTER OF CREDIT ISSUER ________________________ AUTHORIZED SIGNATURE

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Exhibit A-2 Form of Performance Bond

Bond

Maximum Amount for decommissioning activities guaranteed by this bond: [____________________] Dollars ($___________)[Net Decommissioning Cost, as determined pursuant to Section 3 of the Decommissioning Agreement] Date of Bond: [__________], 20[___] Bond Number: [__________] Beneficiary: [____________________] Address: ______________________________ ______________________________ ______________________________ ______________________________ Surety: [____________________] Address: ______________________________ ______________________________ ______________________________ ______________________________ Obligee: Pinnacle Wind Force, LLC Address: ______________________________ ______________________________ ______________________________ ______________________________ KNOW ALL MEN BY THESE PRESENTS, that we, Surety named above, are held and firmly bound unto Obligee and Beneficiary, each named above, in Net Decommissioning Cost, not to exceed the maximum amount of this bond (this “Bond”) stated above (the “Maximum Amount”), for the payment of which Net Decommissioning Cost, or performance of the Decommissioning of the Wind Power Facilities up to such value, we bind ourselves, our heirs, executors, administrators, personal representatives, successors, and assigns, jointly and severally, firmly by these presents, subject to the terms and conditions below. Where Surety is composed of entities acting as co-sureties, we, the co-sureties, bind ourselves, our successors and assigns, in the amount of such Net Decommissioning Cost, not to exceed the Maximum Amount, jointly and severally as well as severally only for the purpose of allowing a joint action or actions against any or all of us, and for all other purposes each co-surety binds itself, jointly and severally with Beneficiary, for the payment of the Net Decommissioning Cost, not to exceed the Maximum Amount, or performance of the Decommissioning of the Wind Power Facilities up to such value.

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WHEREAS, Obligee is a limited liability company of the State of Delaware and authorized to do business in the State of West Virginia.

WHEREAS, Surety is a [____________________] of the State of [____________________] and authorized to do business in the State of West Virginia

WHEREAS, this Bond is issued in connection with the Decommissioning Fund and Escrow Agreement (“Decommissioning Agreement”), dated as of [__________], 2010, by and between Obligee and the County Commission of Mineral County, West Virginia (“the County”), in connection with that certain order of the Public Service Commission of West Virginia, issued on January 11, 2010, in Case No. 09-0360-E-CS (the “PSC Order”), whereby Obligee is committed to establish and fund a decommissioning fund held by the Beneficiary, as Escrow Agent, in respect of Obligee’s wind turbines, and associated wind power facilities, to be constructed at Obligee’s wind farm development project in Mineral County, West Virginia.

NOW THEREFORE, Beneficiary, Surety and Obligee agree as follows:

1. If Obligee Decommissions the Wind Power Facilities, then Surety and Obligee shall have no obligation under this Bond.

2. If no breach or default by County exists under the Decommissioning Agreement, then Surety’s obligation under this Bond shall arise after:

2.1 County first provides advance written notice to Obligee, pursuant to the terms of the Decommissioning Agreement, and advance written notice to Surety that Beneficiary is considering declaring a Decommissioning Fund Event. Surety may, within five (5) business days after receipt of County’s notice, request a conference among Beneficiary, County, Obligee and Surety. If Surety timely requests such a conference, Beneficiary and County shall attend. Unless Beneficiary agrees otherwise, any conference requested under this Section 3.1 shall be held within ten (10) business days of Surety’s receipt of County’s notice. If Beneficiary, County, Obligee and Surety agree, Obligee shall be allowed a reasonable time to Decommission the Wind Power Facilities, but such an agreement shall not waive County’s right, if any, subsequently to declare a Decommissioning Fund Event;

2.2 Beneficiary notifies Surety of the declaration of a Decommissioning Fund Event and the passage of ten (10) Business Days following filing of a Notice of Claim without receipt by Beneficiary of a Pinnacle Opposition Notice;

2.3 County signs (a) a written release, to be held in escrow by the Agent, pursuant to which County releases Obligee and Surety for amounts expended by County necessary to complete Decommissioning of the Wind Power Facilities in excess of Maximum Amount and (b) a waiver of claims as against Obligee and Surety relating to Decommissioning of the Wind Power Facilities.

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2.4 County shall have completed Decommissioning of the Wind Power Facilities and submitted to Surety documentation of actual, direct costs expended in such Decommissioning.

3. When the conditions of Section 2 have been met, Surety shall promptly and at Surety’s expense take one of the following actions, in its sole discretion, and provide written notice to Beneficiary of the actions elected:

3.1 Arrange for Obligee, with the consent of Beneficiary, to perform and complete the Decommissioning of the Wind Power Facilities;

3.2 Undertake to perform and complete the Decommissioning of the Wind Power Facilities itself, through its agents or independent contractors;

3.3 After investigation, determine the amount for which it may be liable to Beneficiary and, as soon as practicable after the amount is determined, make payment to Beneficiary by deposit of the actual amount specified under Section 3.6 into the Fund established pursuant to Section 3(a) of the Decommissioning Agreement; or

3.4 Deny liability in whole or in part and notify Beneficiary, citing the reasons for denial.

4. If Surety does not proceed as provided in Section 4 with reasonable promptness, Surety shall be deemed to be in default on this Bond seven days after receipt of an additional written notice from Beneficiary to Surety demanding that Surety perform its obligations under this Bond, and Beneficiary shall be entitled to enforce any remedy available to Beneficiary. If Surety proceeds as provided in Sections 3.3 or 3.4, and Beneficiary refuses the payment or Surety has denied liability, in whole or in part, without further notice Beneficiary shall be entitled to enforce any remedy available to Beneficiary.

5. If Surety elects to act under Section 3.1 or 3.2, then the liability of Surety shall be discharged by payment, succession of payments, or other expenditure made in Decommissioning of the Wind Power Facilities hereunder, amounting in the aggregate to the Net Decommissioning Cost, which in no event shall exceed the Maximum Amount, even if Decommissioning is incomplete at such time, whereupon County shall be obligated to complete the Decommissioning of the Wind Power Facilities, without recourse to Surety or Obligee.

6. Surety’s expenditures under Sections 5 and 3.1 or 3.2 include additional legal, design professional and delay costs relating to Decommissioning of the Wind Power Facilities.

7. The Maximum Amount shall automatically adjust to the amount determined in connection with the periodic review and adjustment of the Net Decommissioning Cost, as

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set forth in Section 3(b) of the Decommissioning Agreement, which new amount shall be the new “Maximum Amount.” Obligee and Beneficiary shall append the Consultant’s written report or determination of the Net Decommissioning Cost obtained pursuant to such section to this Bond no later than thirty (30) days after such report is received by Obligee.

8. The Surety may cancel the bond by sending notice of cancellation by certified mail to Beneficiary and Obligee. The Obligee may terminate this Bond by sending written notice to Beneficiary and to Surety 30 days prior to the proposed date of termination.

9. The Surety shall not be liable to Beneficiary, County or others for obligations of Obligee that are unrelated to the Decommissioning Agreement. No right of action shall accrue on this Bond to any person or entity other than Beneficiary or its heirs, executors, administrators, successors and assigns.

10. Any proceeding, legal or equitable, under this Bond may be instituted in any court of competent jurisdiction in the location in which the Decommissioning work or part of such work is located and shall be instituted within one year after a declaration of a Decommissioning Fund Event of which Beneficiary provides notice to Surety pursuant to Section 3. If the provisions of this Section are void or prohibited by law, the minimum period of limitation available to sureties as a defense in the jurisdiction of the suit shall be applicable.

11. All communications hereunder shall be in writing and shall be deemed to be duly given and received: (a) upon delivery, if delivered personally, or upon confirmed transmittal, if by facsimile; (b) on the next Business Day if sent by overnight courier; or (c) four (4) Business Days after mailing if mailed by prepaid registered mail, return receipt requested, to the appropriate notice address set forth below or at such other address as the Agent or any party hereto may have furnished to the other parties in writing by registered mail, return receipt requested.

If to Surety: [__________] Attention: [__________] [__________] [__________]

Fax: [__________] Tel: [__________] If to Obligee: [__________]

Attention: [__________] [__________] [__________]

Fax: [__________] Tel: [__________]

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If to the Beneficiary: [__________]

Attention: [__________] [__________] [__________]

Fax: [__________] Tel: [__________]

12. This Bond has been furnished to comply with the PSC Order. Any provision in this Bond conflicting with any legal requirement thereunder shall be deemed deleted herefrom and provisions conforming to such legal requirement shall be deemed incorporated herein. When so furnished, the intent is that this Bond shall be construed as a statutory bond and not as a common law bond.

13. This Bond shall be governed by and construed in accordance with the laws of the State of West Virginia and any reference herein to Beneficiary or Surety in the singular shall include all entities in the plural who or which are signatories under the Beneficiary or the Surety heading below.

14. Capitalized terms used, but not defined, in this Bond shall have the meanings ascribed in the Decommissioning Agreement.

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IN WITNESS WHEREOF, Beneficiary and Surety have set their hands and seals to this Bond.

Beneficiary Attest: By: _______________________________ Name:

Title: ______________________________ as to __________________________________ Secretary [Title] AFFIX CORPORATE SEAL Surety Attest: By: _______________________________ Name:

Title: ______________________________ as to __________________________________ Secretary [Title] AFFIX CORPORATE SEAL Bonding Agent’s name: _____________________________________ Agent’s Address: _____________________________________ _____________________________________ _____________________________________ Approved as to legal form and sufficiency this ____ day of _______________ 20[___].

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Exhibit A-3

Form of Guaranty

This GUARANTEE AGREEMENT (the “Guarantee”) is made as of the _____ day of ______, 20__, by )____________, a __________ duly organized and existing under the laws of the State of __________, (herein called “Guarantor”) for the benefit of ___________, (herein called “Beneficiary”). Beneficiary and Guarantor are individually referred to herein as a “Party” and collectively as the “Parties.”

RECITALS:

WHEREAS, Pinnacle Wind Force, LLC, a limited liability company duly organized and existing under the laws of Delaware (herein called “Subsidiary”), is a subsidiary of Guarantor.

WHEREAS, the County Commission of Pinnacle County, West Virginia (“County”) and Subsidiary have entered into that certain Decommissioning Fund and Escrow Agreement, dated __________, 2010 (herein the “Contract”) whereby Subsidiary committed to establish and fund a decommissioning fund, to be held by Beneficiary, to ensure that money will be available to the County for decommissioning the wind turbines in the event Subsidiary does not decommission the wind turbines then dedicated for the use of Subsidiary at Subsidiary’s wind farm development near the Town of Keyser in Mineral County, West Virginia (the “Pinnacle Wind Farm at NewPage”);

WHEREAS, pursuant to Section 3(b) of the Contract, Subsidiary is obligated to provide Beneficiary with security within sixty (60) days of providing a consultant’s report setting forth an amount deemed sufficient to cover the estimated current net costs of decommissioning the wind power facilities at the Pinnacle Wind Farm at NewPage; and

WHEREAS, to induce County to enter into the Contract with Subsidiary and to perform the Contract with Subsidiary, Guarantor has agreed to provide Beneficiary with this Guarantee.

NOW, THEREFORE, in consideration of the premises and mutual covenants set forth herein, the Parties hereto agree as follows:

1. Guarantor hereby irrevocably and unconditionally guarantees to Beneficiary, as and for its own obligation, and not as a surety, that Subsidiary will timely and completely perform all of its financial obligations pursuant to and in accordance with the Contract (hereinafter, the “Obligations”), and to indemnify, defend and save Beneficiary harmless from and against any and all liability whatsoever arising from or in any manner related to Subsidiary’s failure to so perform the Obligations. The maximum liability of Guarantor under this Guarantee shall be the Net Decommissioning Cost, as such term is defined in the Contract.

2. If at any time Subsidiary fails, neglects or refuses to perform any of its Obligations as expressly provided in the Contract, then upon receipt of written notice from a duly authorized officer of Beneficiary specifying the particular failure, Guarantor shall truly

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perform, or cause to be performed, any such Obligations as thereby required pursuant to and in accordance with the terms and conditions of the Contract.

3. Guarantor hereby waives: a. notice of acceptance hereof, the creation, existence or acquisition of all or any

part of the Obligations, or consent to any modifications thereof; and b. any requirement that any person exhaust any right, power or remedy or proceed

against any other person, prior to any action against Guarantor under the terms hereof, except as may be required under the Contract.

4. To the extent permitted by applicable law, Guarantor further waives any and all rights, by statute or otherwise, to require Beneficiary to institute suit or otherwise exhaust its rights and remedies against Subsidiary. Guarantor further waives any defense arising by reason of any disability or other defense of Subsidiary or by reason of cessation of any cause whatsoever of the liability of Subsidiary other than through payment or performance of the Obligations.

5. Guarantor hereby consents and agrees that, without notice to or subsequent consent by Guarantor and without affecting or impairing the obligations of Guarantor as herein set forth, County may, by action or inaction, compromise, settle, waive, extend, refuse to enforce, release (in whole or in part), or otherwise grant indulgences to Subsidiary in respect to any or all of the Obligations and may amend, modify or extend in any manner the Contract or any other documents or agreements relating to the Obligations other than this Guarantee.

6. This Guarantee is a primary and original obligation of Guarantor and is an absolute, unconditional, irrevocable guaranty and, to the extent permitted by applicable law, shall remain in full force and effect until all Obligations have been fully discharged, without regard to future changes in conditions, including change of law, or any invalidity or irregularity with respect to the execution and delivery of any agreement by County with respect to the Obligations; provided, however, that except in the case of a bankruptcy by Subsidiary, Guarantor shall enjoy the same defenses to performance of the Obligations as Subsidiary may have or enjoy.

7. If there is any dispute under the Contract that relates to a sum being claimed under this Guarantee, which dispute is submitted to a court as established in the Contract, the obligations under this Guarantee shall be suspended pending the outcome of such dispute resolution and Guarantor further agrees that any award resulting from such dispute resolution shall be conclusive and binding on it for purposes of determining its obligation under this Guarantee.

8. Notwithstanding anything herein to the contrary, Guarantor specifically reserves to itself all rights, counterclaims and other defenses that the Subsidiary is or may be entitled to arising from or out of the Contract, except for any defenses arising out of the bankruptcy, insolvency, dissolution or liquidation of the Subsidiary, the lack of power or authority of the Subsidiary to enter into the Contract and to perform its obligations thereunder, or the lack of validity or enforceability of the Subsidiary’s obligations under the Contract or any transaction thereunder. Nothing contained herein

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shall be construed as imposing greater obligations and liabilities on the Guarantor than are imposed on the Subsidiary under the Contract.

9. Guarantor shall not have any right, power or authority to delegate, assign or transfer any of its respective obligations hereunder without the prior written consent of County, which consent shall not be unreasonably withheld or delayed, except that the Guarantor may assign this Guarantee in connection with a merger, consolidation or sale of substantially all of the stock or assets of the Guarantor or Subsidiary, provided that written notice of such assignment is provided to the County prior to such assignment. Any purported assignment or delegation without such written consent shall be null and void. The County may not assign all or any of its rights hereunder without the prior written consent of Guarantor, which consent shall not be unreasonably withheld or delayed. Any purported assignment or delegation without such written consent shall be null and void. The terms and provisions of this Guarantee shall be binding upon and inure to the benefit of the respective heirs, successors and assigns of the Parties.

10. Notwithstanding anything to the contrary contained herein or otherwise, this Guarantee and the Guarantor’s obligations hereunder shall automatically terminate with no further action on the part of Guarantor, Subsidiary or County upon the first to occur of the following events: (a) the fulfillment of all obligations of Subsidiary under the Contract; (b) the termination or expiration of the Contract pursuant to its terms; (c) the payment by Guarantor of the maximum recoverable amount set forth in Section 1 above. Upon termination of this Guarantee in accordance with this Section 10, the Company shall, upon Guarantor’s request, execute an acknowledgement that this Guarantee has been terminated.

11. Guarantor represents and warrants that it is a corporation duly organized under the laws of Delaware; that it has full power to enter into this Guarantee; that its execution and delivery hereof has been duly authorized; and that this Guarantee constitutes a legal, valid, and binding obligation of the Guarantor enforceable against Guarantor in accordance with its terms.

12. All communications hereunder shall be in writing and shall be deemed to be duly given and received:

a. upon delivery, if delivered personally, or upon confirmed transmittal, if by facsimile;

b. on the next business day if sent by overnight courier; or

c. four (4) business days after mailing if mailed by prepaid registered mail, return receipt requested, to the appropriate notice address set forth below or at such other address as the agent or any Party may have furnished to the other Party in writing by registered mail, return receipt requested.

If to Guarantor: [insert]

With a copy to: [insert]

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If to County: Mineral County Commission Attn: Commission President 150 Armstrong St Keyser, WV 26726-3500 Fax: 304-778-0768 Tel: 304-788-5921

13. This Guarantee shall be governed by and construed in accordance with the laws of the

State of New York, U.S.A., excluding only those provisions regarding conflict of laws. 14. The Parties irrevocably waive any objections, which they may have now or hereafter to

(a) the personal or subject matter jurisdiction of the Courts of the State of New York, (b) the venue of any proceedings brought in the Courts of the State of New York, or (c) that such proceedings have been brought in a non-convenient forum. The Parties irrevocably agree that any final judgment (after appeal or expiration of time for appeal) entered by such Court shall be conclusive and binding upon the Parties and may be enforced in the courts or any other jurisdiction to the fullest extent permitted by law.

15. This Guarantee may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[SIGNATURES APPEAR ON FOLLOWING PAGE]

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IN WITNESS WHEREOF, Guarantor has duly executed this Guarantee on the date set forth above.

[Guarantor]

By: _ Name: _________________________ Title: __________________________

Acknowledged and Accepted: COUNTY COMMISSION OF MINERAL COUNTY

By: _ Name: _________________________ Title: __________________________

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