0001193125-09-053406 Sample Contracts

ENVIRONMENTAL POWER CORPORATION ISSUER and WELLS FARGO BANK, NATIONAL ASSOCIATION, TRUSTEE INDENTURE Dated as of March 1, 2009 Senior Debt Securities
Environmental Power Corp • March 13th, 2009 • Cogeneration services & small power producers • Delaware

INDENTURE, dated as of March 1, 2009, among Environmental Power Corporation, a Delaware corporation (the “Company”), and Wells Fargo Bank, National Association, as trustee (the “Trustee”):

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14% Convertible Notes due January 1, 2014 UNDERWRITING AGREEMENT
Underwriting Agreement • March 13th, 2009 • Environmental Power Corp • Cogeneration services & small power producers

Environmental Power Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Ziegler Capital Markets (the “Underwriter”) $5,000,000 original principal amount of its 14% Convertible Notes due January 1, 2014 (the “Notes”). The Notes are to be issued under the Indenture for Senior Debt Securities, dated as of March 1, 2009 between the Company and Wells Fargo Bank, National Association, a national banking association organized and existing under the laws of the United States of America, as trustee (the “Trustee”), as amended and supplemented by the First Supplemental Trust Indenture, dated as of March 1, 2009, among the Company and the Trustee (as so amended and supplemented, the “Indenture”).

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