AMENDMENT TO
XXXXXXX PARTNERSHIP AGREEMENT
WHEREAS, Hydra-Co Enterprises, Inc., a New York corporation ("HCE"),
and Hydro Development Group Inc., a New York corporation ("HDG"), entered into
an agreement of general partnership (as amended through the date hereof, the
"Partnership Agreement"), pursuant to which Xxxxxxx Hydro Power Associates, a
New York general partnership (the "Partnership"), was created.
WHEREAS, pursuant to the Purchase and Option Agreement, dated as of
May 25, 1999 (the "Purchase Agreement"), by and among HCE, IPP Investment
Partnership, a Michigan general partnership ("IPP"), CHI-Black River, Inc., a
Delaware corporation ("Black River") and CHI-Dexter, Inc., a Delaware
corporation ("Dexter"), HCE transferred to Black River 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;
NOW THEREFORE, the parties agree as follows:
1. Black River 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. Black River 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 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.
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: May 25, 1999
HYDRA-CO ENTERPRISES, INC.
By:
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Its
CHI-BLACK RIVER, INC.
By:
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Its
HYDRO DEVELOPMENT GROUP INC.
By:
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Its
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