Ridgewood Electric Power Trust Iv Sample Contracts

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AGREEMENT TO PURCHASE MEMBERSHIP INTERESTS
Membership Interest Purchase Agreement • October 29th, 1997 • Ridgewood Electric Power Trust Iv • Electric services • Illinois
December 3, 1996
Merger Agreement • January 8th, 1997 • Ridgewood Electric Power Trust Iv • Electric services
AMENDED AND RESTATED OPERATING AGREEMENT OF INDECK MAINE ENERGY, L.L.C.
Operating Agreement • October 29th, 1997 • Ridgewood Electric Power Trust Iv • Electric services • Illinois
AMENDED AND RESTATED SITE LEASE AND LANDFILL GAS DELIVERY AGREEMENT
Site Lease and Landfill Gas Delivery Agreement • November 20th, 2008 • Ridgewood Electric Power Trust Iv • Electric services • Rhode Island

This AMENDED AND RESTATED SITE LEASE AND LANDFILL GAS DELIVERY AGREEMENT is made this 17th day of November 2008, and is by and between RHODE ISLAND RESOURCE RECOVERY CORPORATION (“RIRRC”), a Rhode Island public corporation, and RHODE ISLAND LFG GENCO, LLC (“RILG”), a Delaware limited liability company. RIRRC and RILG may be referred to herein individually as a “Party” or collectively as the “Parties.”

PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • November 20th, 2008 • Ridgewood Electric Power Trust Iv • Electric services • Rhode Island

THIS PURCHASE AND SALE AGREEMENT is entered into this 17th day of November, 2008, and is by and among RIDGEWOOD GAS SERVICES LLC, a Delaware limited liability company (“RGS”), and RHODE ISLAND RESOURCE RECOVERY CORPORATION (“RIRRC”), a Rhode Island corporation. RGS and RIRRC may sometimes be referred to herein individually as a “Party” and collectively as the “Parties.”

AMENDED AND RESTATED LANDFILL GAS SERVICES AGREEMENT
Landfill Gas Services Agreement • November 20th, 2008 • Ridgewood Electric Power Trust Iv • Electric services

THIS AMENDED AND RESTATED LANDFILL GAS SERVICES AGREEMENT is entered into this 17th day of November, 2008, and is by and among RIDGEWOOD GAS SERVICES LLC, a Delaware limited liability company (“RGS”), and RHODE ISLAND RESOURCE RECOVERY CORPORATION (“RIRRC”), a Rhode Island corporation, and solely as to Sections 3.2 and 3.3, RHODE ISLAND LFG GENCO, LLC, a Delaware limited liability company (“RILG”). RGS and RIRRC may sometimes be referred to herein individually as a “Party” and collectively as the “Parties.”

Confidential PURCHASE AND SALE AGREEMENT BETWEEN THE SELLERS LISTED ON SCHEDULE 1 and KEI (USA) POWER MANAGEMENT INC.
Purchase and Sale Agreement • November 23rd, 2009 • Ridgewood Electric Power Trust Iv • Electric services • Maine
CONTRIBUTION AGREEMENT
Contribution Agreement • November 20th, 2008 • Ridgewood Electric Power Trust Iv • Electric services • Delaware

This CONTRIBUTION AGREEMENT (the “Agreement”) is dated as of November 17, 2008 by and among RIDGEWOOD OLINDA, LLC, a Delaware limited liability company (“Olinda”), RIDGEWOOD ELECTRIC POWER TRUST III, a Delaware business trust (“Trust III”), RIDGEWOOD ELECTRIC POWER TRUST IV, a Delaware business trust (“Trust IV”), RIDGEWOOD POWER B FUND/PROVIDENCE EXPANSION, a Delaware business trust (“B Fund” and together with Olinda, Trust III and Trust IV, the “Contributing Parties”), RIDGEWOOD PROVIDENCE POWER CORPORATION, a Delaware corporation (“RPPC”), RHODE ISLAND GAS MANAGEMENT LLC, a Delaware limited liability company (“RIGM”), RIDGEWOOD MANAGEMENT CORPORATION, a Delaware corporation (“RMC”), RHODE ISLAND LFG GENCO, LLC, a Delaware limited liability company (“RILG”), and RIDGEWOOD RENEWABLE POWER LLC, a Delaware limited liability company, as managing shareholder of Trust III, Trust IV and B Fund (the “Managing Shareholder”). Olinda, Trust III, Trust IV, B Fund, RPPC, RIGM, RMC, RILG and the M

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF RHODE ISLAND LFG GENCO, LLC
Limited Liability Company Agreement • November 20th, 2008 • Ridgewood Electric Power Trust Iv • Electric services • Delaware

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) is made effective as of November 17, 2008 by Rhode Island LFG Genco, LLC, a Delaware limited liability company (the “Company”), Ridgewood Olinda, LLC, a Delaware limited liability company (“Olinda”), Ridgewood Electric Power Trust III, a Delaware statutory trust (“Trust III”), Ridgewood Electric Power Trust IV, a Delaware statutory trust (“Trust IV”) and Ridgewood Power B Fund/Providence Expansion, a Delaware statutory trust (“Power B”) (together with their successors and permitted assigns, collectively, the “Members”), and Ridgewood Renewable Power LLC, a limited liability company organized in the State of New Jersey (the “Manager”).

FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • November 14th, 2008 • Ridgewood Electric Power Trust Iv • Electric services • New York

This First Amendment to Purchase and Sale Agreement (this “Amendment”) is entered into as of November 11, 2008 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 of the Agreement (defined below), Indeck Maine Energy, LLC, an Illinois limited liability company, (the “Company” and together with Sellers and Buyer, the “Parties”).

AGENCY AGREEMENT
Agency Agreement • August 25th, 2008 • Ridgewood Electric Power Trust Iv • Electric services • New York

This Agency Agreement is entered into 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 below), as of August 19, 2008 (this “Agency Agreement”). This Agency Agreement 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.” Capitalized terms not otherwise defined herein have the meanings given to such terms in the Agreement

FIRST AMENDMENT TO BACKUP CERTIFICATE AGREEMENT
Backup Certificate Agreement • November 14th, 2008 • Ridgewood Electric Power Trust Iv • Electric services • New York

This FIRST AMENDMENT TO BACKUP CERTIFICATE 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”), Rhode Island LFG Genco, LLC (“RILG,” and together with RPPP, RRIG and Linwood, “Backup Purchasers”), and acknowledged and consented to by Covanta Energy Corporation, for purposes of Section 8 below only, and Ridgewood Power Management LLC, as agent for Linwood, RPPP and RRIG under the Agreement (as defined in Section 1 below) (“RPM”). Indeck Maine and Backup Purchasers are referred to herein individually as a “Party” and collectively, as the “Parties.”

FIRST AMENDMENT TO CERTIFICATE SALE SUPPORT AGREEMENT
Certificate Sale Support Agreement • November 14th, 2008 • Ridgewood Electric Power Trust Iv • Electric services • New York

This First Amendment to Certificate Sale Support Agreement (this “Amendment”) is dated as of November 11, 2008, by and among Linwood 0708 LLC (“Linwood”), Ridgewood Providence Power Partners, L.P. (“RPPP”), Ridgewood Rhode Island Generation, LLC (“RRIG”), Rhode Island LFG Genco, LLC (“RILG”), Ridgewood Electric Power Trust I (“Trust I”), Ridgewood Electric Power Trust III (“Trust III”), Ridgewood Electric Power Trust IV (“Trust IV”), Ridgewood Electric Power Trust V (“Trust V”), Ridgewood Power B Fund/Providence Expansion (“B Fund”) (Trust I, Trust III, Trust IV, Trust V and B Fund are collectively referred to herein as the “Trusts”), Indeck Energy Services, Inc. (“IES”) (each individually a “Party” and collectively the “Parties”) and Ridgewood Renewable Power, LLC (“RRP”), which is not a “Party” hereunder.

CERTIFICATE SALE SUPPORT AGREEMENT
Certificate Sale Support Agreement • August 25th, 2008 • Ridgewood Electric Power Trust Iv • Electric services • New York

This Certificate Sale Support Agreement (this “Agreement”) is dated as of July 31, 2008, by and among Linwood 0708 LLC (“Linwood”), Ridgewood Providence Power Partners, L.P. (“RPPP”), Ridgewood Rhode Island Generation, LLC (“RRIG”), Rhode Island LFG Genco, LLC (“RILG”), Ridgewood Electric Power Trust I (“Trust I”), Ridgewood Electric Power Trust III (“Trust III”), Ridgewood Electric Power Trust IV (“Trust IV”), Ridgewood Electric Power Trust V (“Trust V”), Ridgewood Power B Fund/Providence Expansion (“B Fund”) (Trust I, Trust III, Trust IV, Trust V and B Fund are collectively referred to herein as the “Trusts”), Indeck Energy Services, Inc. (“IES”) (each individually a “Party” and collectively the “Parties”) and Ridgewood Renewable Power, LLC (“RRP”), which is not a “Party” hereunder.

OPERATION, MAINTENANCE AND ADMINISTRATION AGREEMENT RIDGEWOOD MAINE HYDROELECTRIC PROJECTS
Operation, Maintenance and Administration Agreement • January 8th, 1997 • Ridgewood Electric Power Trust Iv • Electric services • Maine
BACKUP CERTIFICATE AGREEMENT
Backup Certificate Agreement • August 25th, 2008 • Ridgewood Electric Power Trust Iv • Electric services • New York

This Backup Certificate Agreement is entered into among Indeck Maine Energy, LLC (“Indeck Maine”), Ridgewood Providence Power Partners, L.P. (“RPPP”), Ridgewood Rhode Island Generation, LLC (“RRIG”), Linwood 0708 LLC (“Linwood”), Rhode Island LFG Genco, LLC (“RILG,” and together with RPPP, RRIG and Linwood, “Backup Purchasers”), and acknowledged and consented to by, solely as to Section 5(b) below, Covanta Energy Corporation (“Covanta”) and Ridgewood Power Management LLC, as agent for Linwood, RPPP and RRIG under the Agreement (as defined below) (“RPM”), as of August 19, 2008 (this “Backup Agreement”). Indeck Maine and Backup Purchasers are referred to herein individually as a “Party” and collectively, as the “Parties.” Capitalized terms not otherwise defined herein have the meanings given to such terms in the Amendment or the Agreement (each defined below).

FIRST AMENDMENT TO SELLERS OMNIBUS AGREEMENT
Sellers Omnibus Agreement • November 14th, 2008 • Ridgewood Electric Power Trust Iv • Electric services • New York

This FIRST AMENDMENT TO SELLERS OMNIBUS AGREEMENT (this “Amendment”) is made as of November 11, 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), 7(d), 7(e) and 13 of the Agreement (as defined below), Ridgewood Renewable Power LLC, a Delaware limited liability company (the “Managing Shareholder”). RM, IES and the Managing Shareholder are collectively sometimes referred to herein as the “Parties.”

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Contract
Power Purchase Agreement • December 14th, 2007 • Ridgewood Electric Power Trust Iv • Electric services

AGREEMENT dated as of November 6, 1987 by and between Northeast Landfill Power Co., a Massachusetts corporation (“Seller”), and New England Power Company, (“NEP”), a Massachusetts corporation.

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