AMENDMENT TO
COPENHAGEN PROJECT AGREEMENT
WHEREAS, Hydra-Co Enterprises, Inc., a New York corporation ("HCE"),
and Hydro Development Group Inc., a New York corporation ("HDG"), entered into
the Copenhagen Project Agreement dated as of November 18, 1982 (as amended
through the date hereof, the "Partnership Agreement"), pursuant to which
Copenhagen Associates, a New York general partnership (the "Partnership"), was
created.
WHEREAS, HCE transferred a .1% economic interest in the Partnership
to IPP Investment Partnership, a Michigan general partnership ("IPP");
WHEREAS, pursuant to the Purchase and Option Agreement, dated as of
May 25, 1999 (the "Purchase Agreement"), by and among HCE, IPP, CHI-Black River,
Inc., a Delaware corporation ("Black River") and CHI-Dexter, Inc., a Delaware
corporation ("Dexter"), HCE granted Dexter an option to purchase HCE's Interests
in the Partnership, either in their entirety or initially by transfer to Dexter
100% of HCE's Economic Interests and 98% of HCE's Voting Interests (each as
defined below), thereby leaving HCE with only the Residual Interest (as defined
below). For the purposes hereof, (a) the "Voting Interests" shall consist of a
Partner's rights to act as a general partner in the management or administration
of the Partnership, the rights to inspect the books of the Partnership, and the
obligations of a general partner for the liabilities of the Partnership, (b) the
"Economic Interests" shall consist of a Partner's rights to distributions,
allocations of profits and losses, and capital accounts, and all other rights
pertaining to Partnership Interests, other than those which constitute Voting
Interests, and (c) the "Residual Interest" shall consist of a 1% Voting Interest
in the Partnership;
WHEREAS, pursuant to the Purchase Agreement, IPP granted Dexter an
option to purchase 100% of IPP's interests in the Partnership;
WHEREAS, Dexter has exercised its options as to all but the Residual
Interest;
NOW THEREFORE, the parties agree as follows:
1. Dexter is hereby admitted as a general partner of the Partnership
with a 49% Voting Interest and a 50% Economic Interest, succeeding to all
partnership interests and capital accounts of HCE other than the Residual
Interest. HDG hereby consents to such admission and succession.
2. Dexter hereby becomes a party to the Partnership Agreement and
assumes all obligations thereunder which accrue on and after the date this
amendment becomes effective.
3. The Partnership Agreement is hereby amended to require a vote of
not less than a majority in interest of all Voting Interests for all matters
which (a) the Partnership Agreement
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requires consent of both Partners or permits either Partner to act unilaterally
or (b) applicable law requires consent of both Partners unless varied by
agreement; in no event shall unanimous approval be required as to any matter.
Without limitation,
(i) Section 9(a) is amended to read as follows:
" (a) Management Rights. HDG shall manage the Partnership
business as "Managing Partner". Except as provided in
subsection (d) below, HCE shall have no rights to manage
the Partnership business or to bind the Partnership."
(ii) Subsections (d) through (f) of Section 9 are amended to
read as follows:
" (d) Consent Required. Without the consent of the holders
of 51% of the Voting Interests, the Managing Partner shall
not, on behalf of the Partnership, borrow or lend money; or
make, deliver, or accept any commercial paper; or execute
any mortgage, security agreement, bond, or lease; or
purchase or contract to purchase; sell or contract to sell
any property for or of the Partnership, other than the type
of property bought and sold in the regular course of its
business; assign, mortgage, grant a security interest in,
or sell its share in the Partnership or in the capital
assets or property, or enter into any agreement as a result
of which any person shall become interested in it in the
Partnership, or do any act detrimental to the best
interests of the Partnership or which would make it
impossible to carry on the ordinary business of the
Partnership."
" (e) Bank Accounts. All funds of the Partnership shall be
deposited or invested in its name in such accounts as may
be designated by the Managing Partner. All withdrawals
from such accounts shall be made upon such signatures and
utilize such procedures as may be determined by the
Managing Partner."
" (f) Accounting Records. The books of account of the
Partnership shall be audited by an independent certified
public accountant selected by the Managing Partner. The
Partnership books shall be maintained at the principal
office of the Partnership, and each Partner shall at all
times have access to such books."
(iii) Sections 10(b) and 11 are amended to read as follows:
" (b) Termination. This Agreement may be terminated by
vote of the Partners holding 75% of all Voting Interests
upon ten days' notice if the Project shall be taken or
condemned, in whole or in such part that its estimated
annual generation is less than 7,000 MWh, by any competent
authority and, after making a reasonable effort to do so,
Associates is unable to remain in possession of the
Project or if the Project or any part of the Project shall
be damaged, destroyed, or ordered to be demolished by any
public authority and Associates is unable to repair,
rebuild, and restore the Project to substantially the same
condition as it was immediately prior to such damage or
destruction with all reasonable dispatch."
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"11. Miscellaneous.
This agreement, as amended, contains the complete understanding of
the Partners as to its subject matter. Any additions, deletions, or
modifications to this Agreement are valid and binding between the Partners only
if in writing, dated, and signed by Partners holding 75% of all Voting
Interests. All notices shall be given in writing, addressed to the parties as
first above written, as such addresses may be changed from time to time by
notice."
4. The Partnership Agreement is hereby amended to add thereto the
definitions of terms as provided in the third "Whereas" clause of this
Amendment.
5. Except as amended hereby, the Partnership Agreement remains
unchanged and is presently in full force and effect and binding upon the
Partners.
Dated:____________, 1999
HYDRA-CO ENTERPRISES, INC.
By:
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Its
CHI-DEXTER, INC.
By: /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx, Senior Vice President
HYDRO DEVELOPMENT GROUP INC.
By: /s/ Xxxxxx X. Xxxxx
---------------------------------------
Xxxxxx X. Xxxxx, Senior Vice President
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