Exhibit 10.2
AMENDED AND RESTATED MANAGEMENT AGREEMENT
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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
"Trust"), and Ridgewood Renewable Power LLC, a New Jersey limited liability
company (hereinafter referred to as the "Management Company").
W I T N E S S E T H:
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WHEREAS, the Trust is a business trust organized under the Delaware
Business Trust Act, as amended, and is engaged in business to invest in and
operate independent electric power projects and other projects as provided in
its Declaration of Trust, as amended (the "Declaration"); and
WHEREAS, the Management Company is the managing shareholder of the Trust
and will engage principally in rendering management, administrative and
investment advisory services to the Trust; and
WHEREAS, the Trust desires to retain the Management Company to render
management, administrative and certain investment advisory services to the Trust
in the manner and on the terms hereinafter set forth; and
WHEREAS, the Management Company is willing to provide management,
administrative and investment advisory services to the Trust on the terms and
conditions hereinafter set forth; and
WHEREAS, the Management Company and the Trust entered into a management
agreement dated as of April 12, 1996 (the "Prior Agreement"); and
WHEREAS, the Management Company and the Trust desire to amend and restate
in its entirety the Prior Agreement to clarify the duties and activities of the
Management Company,
NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained, the Trust and the Management Company hereby agree as
follows:
ARTICLE I
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Duties of the Management Company
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The Trust hereby employs the Management Company to furnish, or arrange for
affiliates of the Management Company to furnish, the management, administrative
and investment advisory services described below, subject to the general
supervision and review of the designated officers and employees of the Trust.
The Management Company hereby accepts such employment and agrees during such
period, at its own expense, to render, or arrange for the rendering of, such
services and to assume the obligations herein set forth for the compensation
provided for herein.
(a) Management Services. The Management Company shall perform (or arrange
for the performance of) the management and administrative services necessary for
the operation of the Trust. Such services do not include daily construction
management operating management and personnel costs, which shall be borne by the
Trust. The Management Company shall also perform services related to
administering the accounts and handling relations with all holders of beneficial
interests in the Trust. The Management Company shall provide the Trust with
access to equipment and facilities and such other services as the Management
Company shall from time to time determine to be necessary or useful to perform
its obligations under this Agreement. The Management Company shall also, on
behalf of the Trust, conduct relations with custodians, depositories, transfer
agents, other shareholder service agents, accountants, attorneys, underwriters,
brokers and dealers, corporate fiduciaries, insurers, banks and such other
persons in any such other capacity deemed to be necessary or desirable, The
Management Company shall report to the designated officers and employees of the
Trust as to its performance of the obligations hereunder and shall furnish
advice and recommendations with respect to such other aspects of the business
and affairs of the Trust as the designated officers and employees of the Trust
shall determine to be advisable.
(b) Investment Advisory Services. Pursuant to the Declaration, the
Management Company in its capacity as the managing shareholder of the Trust is
responsible for providing investment advisory services in connection with the
Trust's power and other project investments and in connection with the money
market securities or other non-power liquid investments held by the Trust (such
investments being referred to herein as the "Investments"). The Management
Company shall also provide the Trust with such investment research, advice and
supervision as the latter may from time to time consider necessary for the
proper supervision of the non-power Investments and shall determine from time
to time which Investments shall be purchased, sold or exchanged and what portion
of the Trust's assets shall be held in the various money market securities or
cash, subject always to any restrictions of the Declaration, as amended from
time to time, the provisions of the Investment Company Act and the Trust's
investment objectives, investment policies and investment restrictions as the
same are set forth in its Confidential Memorandum. The Management Company shall
also make determinations with respect to the manner in which voting rights,
rights to consent to corporate action and any other rights pertaining to the
Trust's Investments shall be exercised. The Management Company shall take, on
behalf of the Trust, all actions which it deems necessary to implement its
investment policies. Subject to applicable provisions of law, the Management
Company may select brokers or dealers with which it or the Trust is affiliated
to effect the purchase or sale of Investments. The Management Company, in its
sole discretion, may engage professionals, consultants and other persons whose
expertise or qualifications may assist the Management Company or the Trust in
connection with the Trust's business and may treat the costs and expenses so
incurred as a Trust expense.
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ARTICLE II
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Allocation of Charge and Expenses
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(a) The Management Company. The Management Company assumes and shall pay
the expense for maintaining the staff and personnel necessary to perform its
obligations under this Agreement and shall at its own expense, provide the Trust
with equipment and personnel necessary to carry out its obligations hereunder.
The Management Company will bear the administrative and service expenses
associated with the management services it is to provide for the Trust pursuant
to the terms of this Agreement.
(b) The Trust. The Trust assumes and shall pay or cause to be paid all
other expenses of the Trust not expressly assumed by the Management Company,
including, without limitation: expenses of portfolio transactions, valuation
costs, expenses of printing reports and other documents distributed to the
Securities and Exchange Commission and holders of beneficial interests,
Securities and Exchange Commission and other regulatory fees, interest, taxes,
fees for legal, auditing and consulting services, litigation expenses, costs of
printing proxies and other expenses related to meetings of holders of beneficial
interest, postage and other expenses properly payable by the Trust.
ARTICLE III
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Compensation of the Management Company
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(a) Management Fee. For the services rendered, the facilities furnished and
the expenses assumed by the Management Company, the Trust shall pay to the
Management Company compensation which shall be at the annual rate of 2.5% of the
Capital Contributions of the Trust determined in the manner set forth in the
Confidential Memorandum ("Memorandum") of the Trust dated April 12, 1996. Such
fee is payable monthly in advance. To the extent that the Trust does not have
cash or readily marketable securities in an amount sufficient to pay the
management fee, the Trust will accrue such fee as a liability and pay the
accrued fee at such time as it has sufficient cash available to it. Interest on
the amount of the accrued fee will be assessed at the annual rate of ten percent
(10%).
(b) Other Fees. In connection with the offering of shares of beneficial
interest in the Trust ("Shares"), the Management Company is entitled to receive
an organizational, distribution and offering fee of 6% of each capital
contribution to the Trust to defray expenses incurred in the offer and sale of
the shares. In connection with the initial management of the capital
contributions, the Management Company is also entitled to receive an investment
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fee of 2% of each capital contribution to the Trust for services in
investigating and evaluating investment opportunities. If the Management Company
or an affiliate performs brokerage services in connection with the acquisition
or disposition of Trust investments in the independent power industry (other
than the Trust's participation in or investments made through any entity
organized to develop multiple independent power projects), the entity providing
those services will be entitled to a brokerage fee of up to 2% of the gross
proceeds of the acquisition or disposition. Ridgewood Securities Corporation, an
affiliate of the Management Company, is acting as placement agent for the
offering of Shares and is entitled to a 1% placement fee from each capital
contribution and, to the extent it effects the sales of Shares as a
broker-dealer, to an 8% selling commission on each such Share. The Trust will
reimburse Ridgewood Energy Holding Corporation, the corporate trustee of the
Trust, for all actual and necessary expenses paid or incurred in connection with
the operation of the Trust, including the Trust's allocable share of the
corporate trustee's overhead. All these fees and expenses are to be paid
pursuant to the provisions of the Declaration.
ARTICLE IV
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Limitation of Liability of the Management Company
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(a) As more fully described in Article 3 of the Declaration, the Management
Company shall not be liable for any loss suffered by the Trust that arises out
of any action or inaction of the Trust, any Trust officers, agents or
affiliates, the Management Company, the Corporate Trustee, or any affiliate of
the Management Company or a Trustee, or any director, officer or agent of those
entities (collectively, "Managing Persons") or out of any error of judgment or
mistake of law, if the Managing Person responsible, in good faith, determined
that such course of action was in the Trust's best interest and such course of
conduct was within the scope of this Management Agreement or the Declaration of
Trust and did not constitute bad faith, gross negligence or willful misconduct
of the Managing Persons involved.
(b) Indemnification. The provisions of Section 3.6 of the Declaration are
hereby incorporated by reference into this Management Agreement. The Management
Company shall be entitled to indemnification hereunder in each instance where
the "Managing Shareholder" is entitled to indemnification under said Section
3.6.
ARTICLE V
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Activities of the Management Copy
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The services of the Management Company of the Trust to be performed under
this Management Agreement are not deemed to be exclusive, the Management Company
being free to render services to others. It is understood that affiliates of the
Trust and holders of beneficial interest of the Trust are or may become
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interested in the Management Company as directors, officers, employees or
shareholders of the Management Company or otherwise and that the Management
Company or its directors, officers, employees or shareholders are or may become
interested in the Trust as controlling persons or officers, holders of
beneficial interests or otherwise.
ARTICLE VI
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Duration and Termination of this Contract
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This Agreement shall become effective as of the date first above written
and shall remain in force indefinitely. This Agreement may be terminated at any
time, without the payment of any penalty, by vote of a majority of the
outstanding voting securities of the Trust, or by the Management Company, on
sixty days' written notice to the other party.
ARTICLE VII
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Governing Law
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This Agreement shall be construed in accordance with the laws of the State
of New York.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first above written.
RIDGEWOOD ELECTRIC POWER TRUST V
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
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Xxxxxxxxxxx X. Xxxxxxx
Vice President and Chief Financial
Officer
RIDGEWOOD RENEWABLE POWER LLC
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
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Xxxxxxxxxxx 1. Naunton
Vice President and Chief Financial
Officer
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