Exhibit 10.2 AMENDED AND RESTATED MANAGEMENT AGREEMENT ----------------------------------------- AMENDED AND RESTATED AGREEMENT made as of the 20th day of March, 2003 by and between RIDGEWOOD ELECTRIC POWER TRUST V, a Delaware business trust (the...Management Agreement • September 27th, 2007 • Ridgewood Electric Power Trust V • Electric services • New York
SELLERS AGREEMENTSellers Agreement • January 29th, 2007 • Ridgewood Electric Power Trust V • Electric services • New Jersey
HORUS PRIVATE EQUITY FUND III L.P., A PRIVATE EQUITY FUND, MANAGED BY EFG- HERMES PRIVATE EQUITY MAIRIRIDGE FOR INFRASTRUCTURE AS “PURCHASERS” AND RIDGEWOOD NEAR EAST HOLDINGS LLC RW EGYPTIAN HOLDINGS, LLC AS “SELLERS” AND OTHERSSale and Purchase Agreement • June 13th, 2008 • Ridgewood Electric Power Trust V • Electric services
Loan AgreementLoan Agreement • June 13th, 2008 • Ridgewood Electric Power Trust V • Electric services • Cairo
In the event that the Borrower shall fail to make full payment of the amounts of principal and interest on the Loan when due as set forth in Section 3.3(b) above for two consecutive months, then the Lender may, by written notice to the Borrower, accelerate the Maturity Date of the Loan to the date of such written notice from Lender to Borrower. Upon any such acceleration by the Lender, the total outstanding amount of principal of the Loan shall become immediately due and payable, together with any amount of interest thereon accrued through the date of such notice of acceleration.
AGREEMENT REGARDING REPRESENTATIONS AND WARRANTIESAgreement Regarding Representations and Warranties • November 23rd, 2009 • Ridgewood Electric Power Trust V • Electric services • Maine
This Agreement Regarding Representations and Warranties (this “Agreement”) is entered into as of November 20, 2009, by and between Ridgewood Renewable Power, LLC (“Ridgewood”), a New Jersey limited liability company, the Sellers listed on Schedule 1 hereto (the “Sellers”) and KEI (USA) Power Management Inc., a Delaware corporation (“KEI”) and the other Buyers listed on Schedule 1 hereto (collectively, the “Buyers”) (Ridgewood, the Sellers and the Buyers are collectively referred to as the “Parties”).
ESCROW AGREEMENT Dated December 10, 2009 Private & ConfidentialEscrow Agreement • December 21st, 2009 • Ridgewood Electric Power Trust V • Electric services
WHEREAS, the Sellers, the Company and the Purchasers have entered into a Sale and Purchase Agreement dated December 10, 2009 whereby, among other things, the Company has agreed to partially repay the Loan owed to Ridgewood subject to the fulfilment of certain conditions;
AMENDMENT NO. 1 TO THE SALE AND PURCHASE AGREEMENT DATED JUNE 5, 2008 This Amendment is made on September 9, 2008 by and between: 1. Ridgewood Near East Holdings, LLC, a limited liability company, established and organized under the laws of Delaware,...Sale and Purchase Agreement • November 14th, 2008 • Ridgewood Electric Power Trust V • Electric services
AMENDMENT NO.2 TO THE ESCROW AGREEMENT DATED June 5, 2008 This Amendment is made on September 9, 2008 by and between: 1 Ridgewood Near East Holdings, LLC, a limited liability company, established and organized under the laws of Delaware, having its...Escrow Agreement • November 14th, 2008 • Ridgewood Electric Power Trust V • Electric services
COVANTA GUARANTYGuaranty • August 25th, 2008 • Ridgewood Electric Power Trust V • Electric services • New York
This Guaranty is one of payment and not of collection. Notwithstanding anything to the contrary, the total liability of Guarantor hereunder, regardless of any amendment or modification to the Backup Agreement, shall not exceed at any time an amount equal to 80% of the amount required to be funded at such time in the Account (as defined in the Agreement as defined below) under and pursuant to Section 5.2 of the Certificate Purchase and Sale Agreement dated as of April 30, 2003 among the Company, RPPP, RRIG, Ridgewood Power Management LLC as agent (“RPMC”) and Constellation Energy Commodities Group, Inc., f/k/a Constellation Power Source, Inc. (“Constellation”), as amended by that certain letter agreement dated January 25, 2006, by Amendment No. 1 thereto dated as of October 31, 2006 and by the Assignment, Assumption, Release and Amendment Agreement of Certificate Purchase and Sale Agreement, among Constellation, the Company, RPPP, RRIG, RPMC, Ridgewood Electric Power Trust III, Ridgewoo
LOAN AGREEMENTLoan Agreement • December 21st, 2009 • Ridgewood Electric Power Trust V • Electric services
1- Ridgewood Egypt for Infrastructure Projects, an Egyptian limited liability company, established in accordance with the Law No. 8 of 1997, commercial register No. 327201 issued on November 11, 1999, with its head office located at 165 El Orouba Street, Heliopolis, Cairo, Egypt, represented herein by Mr. Zaki Girges in his capacity as the Manger of the Company (hereinafter referred to as the “Company” or “Borrower”).
FIRST AMENDMENT TO AGENCY AGREEMENTAgency Agreement • November 14th, 2008 • Ridgewood Electric Power Trust V • Electric services • New York
THIS FIRST AMENDMENT TO AGENCY AGREEMENT (this “Amendment”) is made as of November 11, 2008, by and among Indeck Maine Energy, LLC (“Indeck Maine”), Ridgewood Providence Power Partners, L.P. (“RPPP”), Ridgewood Rhode Island Generation, LLC (“RRIG”), Linwood 0708 LLC (“Linwood” and together with RPPP, RRIG “Sellers”) and Ridgewood Power Management, LLC ( “RPM”), as Sellers’ duly authorized agent for the purpose of administering Sellers’ rights and obligations under the Agreement (as defined in Section 1(b) below). This Amendment is also acknowledged by Ridgewood Electric Power Trust III, Ridgewood Electric Power Trust IV, Ridgewood Electric Power Trust V and Ridgewood Power B Fund/Providence Expansion (collectively, the “Acknowledging Entities”). Indeck Maine, Sellers and RPM are referred to herein individually as a “Party” and collectively, as the “Parties,” and the Acknowledging Entities are not “Parties.”
SELLERS OMNIBUS AGREEMENT Regarding Indeck Maine Energy, LLCSellers Omnibus Agreement • August 25th, 2008 • Ridgewood Electric Power Trust V • Electric services • New York
This Sellers Omnibus Agreement (this “Agreement”) is dated as of August 19, 2008 by and among Ridgewood Maine, L.L.C., a limited liability company formed under the laws of Delaware (“RM”), Indeck Energy Services, Inc., a corporation formed under the laws of Illinois (“IES”) and, solely as to Sections 2(e), 6, 9(b) and 13, Ridgewood Renewable Power LLC, a Delaware limited liability company (the “Managing Shareholder”). Terms used herein but not otherwise defined shall have the respective meaning ascribed to them in the IME Operating Agreement (as defined below).
MANAGEMENT AGREEMENT This AGREEMENT made as of the 12th day of April, 1996 by and between RIDGEWOOD ELECTRIC POWER TRUST V, a Delaware business trust (the "Trust"), and Ridgewood Power Corporation, a Delaware corporation (hereinafter referred to as...Management Agreement • April 30th, 1998 • Ridgewood Electric Power Trust V • Electric services • New York
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • August 25th, 2008 • Ridgewood Electric Power Trust V • Electric services • New York
This Purchase and Sale Agreement (the “Agreement”) is entered into as of August 19, 2008 (the “Effective Date”), by and among Ridgewood Maine, L.L.C., a Delaware limited liability company (“RM”), and Indeck Energy Services, Inc., an Illinois corporation, (“IES” and together with RM, “Sellers”), Covanta Energy Corporation, a Delaware corporation (“Buyer”) and solely for purposes of Sections 6.2, 6.3, 6.4, 6.10(a), 6.11 through 6.14 and 6.16 hereof, Indeck Maine Energy, LLC, an Illinois limited liability company, (the “Company”). Buyer and Sellers are each referred to herein as a “Party” or, collectively as the “Parties.”
FIRST AMENDMENT TO GUARANTYGuaranty • November 14th, 2008 • Ridgewood Electric Power Trust V • Electric services • New York
This FIRST AMENDMENT TO GUARANTY (this “Amendment”) is made as of November 11, 2008, by Covanta Energy Corporation (“Covanta”) and acknowledged and agreed by Ridgewood Providence Power Partners, L.P. (“RPPP”), Ridgewood Rhode Island Generation, LLC (“RRIG”) and Linwood 0708 LLC (“Linwood”).
