RIDGEWOOD POWER CORPORATION [letterhead]
November 15, 1996
Xx. Xxxxxx X. Xxxxx
Consolidated Hydro, Inc.
000 Xxxxxxxxxx Xxxxxxxxx
Xxxxxxxx, XX 00000
Xxxxxx Xxxxxxx Xxxxxxx Broder & Micoleau LLC
One Canal Plaza
X.X.Xxx 7320
Portland, ME 04112
Att: Xxxxxxx X. Xxxxxxxxx, Esq.
Dear Sirs:
This letter will confirm our agreements in connection with
the Closing of the Merger Agreement (the "Merger Agreement")
dated as of July 1, 1996 by and among Consolidated Hydro Maine,
Inc. ("CHI Maine"), CHI Universal, Inc. ("Universal"),
Consolidated Hydro, Inc. ("Parent"), Ridgewood Maine Hydro
Corporation (the "General Partner") and Ridgewood Hydro Maine
Partners, L.P. (the "Partnership") and the Option and Escrow
Agreement between Universal, Ridgewood Electric Power Trust IV, a
Delaware Business Trust (the "Trust") and Xxxxxx Xxxxxxx Xxxxxxx
Broder & Micoleau LLC (the "Escrow Agent") attached to the Merger
Agreement as Exhibit D. Capitalized terms used herein (unless
otherwise indicated) shall have the meanings assigned in the
Merger Agreement.
1. The parties have executed the Merger Agreement, the
Option Agreement and the other Closing Documents referred to
therein to be executed by them and have delivered same to
the Escrow Agent to be held in escrow hereunder pending the
receipt by the parties of certain consents and other items
necessary to satisfy the conditions to the Closing under the
Merger Agreement. Such consents include, specifically, the
consent of the Federal Energy Regulatory Commission to the
transactions contemplated by the Merger Agreement.
2. The parties to the Merger Agreement hereby agree to
amend the Merger Agreement as follows:
Ridgewood Commons 000 Xxxxxxx Xxxxxx Xxxxxxxxx, Xxx Xxxxxx 00000
(000) 000-0000
Fax (000) 000-0000 [footer]
Xx. Xxxxxx X. Xxxxx
Xxxxxxx X. Xxxxxxxxx, Esq.
November 15, 1996
Page 2 [header]
a. The last paragraph of Section 3.2.4 is amended by
deleting the phrase "Six Million One Hundred Fifty-Five
Thousand Ninety-Four Dollars ($6,155,094)" and
inserting the phrase "Six Million Two Hundred Forty-
Three Thousand Three Dollars ($6,243,003)" in lieu
thereof in order to reflect the parties estimate of a
December 2, 1996 Closing Date.
b. Section 5.4(ii) is amended by deleting the phrase
"for the nine month period ended March 31, 1996" and
inserting the phrase "for the fiscal year ended June
30, 1996" in lieu thereof.
c. The second sentence of Section 5.4 is amended by
inserting the phrase "and except that the balance
sheets and income statements of the Projects do not
reflect any allocable portion of the writedown of
assets required by SFAS 121 which was recorded on the
books of CHI Maine."
d. Section 5.5 is amended by deleting the phrase
"Since March 31, 1996" in the first line thereof and
inserting the phrase "Since June 30, 1996" in lieu
thereof.
e. Section 10.5.4 is amended by:
(i) deleting the phrase "October 15, 1996" in the
second line thereof and inserting "December 31,
1996" in lieu thereof; and
(ii) placing a period after the end of the
parenthetical phrase ending with the word
"control" in the fourth line thereof and deleting
the remainder of Section 10.5.4.
3. Each of the General Partner and the Partnership hereby
waives the closing condition set forth in Section 7.13 of
the Merger Agreement.
4. The Trust hereby assigns to Ridgewood Electric Power
Trust V ("Power Trust V"), a Delaware business trust which
is an Affiliate of the Trust, all of the Trust's right,
title and interest in, to and under the Option Agreement.
Power Trust V hereby accepts such assignment from the Trust,
and agrees that effective upon the closing of the
Xx. Xxxxxx X. Xxxxx
Xxxxxxx X. Xxxxxxxxx, Esq.
November 15, 1996
Page 3 [header]
Merger Agreement, Power Trust V shall immediately exercise
the Trust Option to acquire the Universal Securities (as
such terms are defined in the Option Agreement) by payment
of the amount of Cash Consideration described in Section
1(a) of the Option Agreement. Each of Universal and the
Escrow Agent hereby acknowledges that the above assignment
is being made in accordance with Section 10.2 of the Option
Agreement.
5. Upon receipt of the consent of the Federal Energy
Regulatory Commission and the satisfaction (or waiver by the
appropriate party) of the other conditions to the Closing of
the Merger Agreement, the Escrow Agent will date and file
the Certificate of Merger in the Office of the Secretary of
State of the State of Delaware, and immediately upon the
effectiveness of such filing the Escrow Agent shall make the
distributions and transfers described in paragraph 6(d)
below.
6. Contemporaneously with the execution of this letter
agreement, each of the Trust and Power Trust V have made a
transfer of immediately available funds to the Escrow Agent
to be held in escrow hereunder on the following terms:
a. The amount transferred by each of the Trust and
Power Trust V is Six Million Two Hundred Forty-Three
Thousand Three Dollars ($6,243,003).
b. Such funds are to be held by the Escrow Agent and
invested in United States Treasury Bills pending the
Closing under the Merger Agreement.
c. In the event that the Closing under the Merger
Agreement shall occur after December 2, 1996, each of
the Trust and Power Trust V shall deliver to the Escrow
Agent an additional sum of Two Thousand Eight Hundred
Fifty-Two Dollars ($2,852) for each day after December
2, 1996 that such Closing is delayed.
d. Upon the effectiveness of the filing of the
Certificate of Xxxxxx as described in paragraph 5
above, the Escrow Agent will make the following
transfers and deliveries to the addresses specified in
Section 10.9 of the Option Agreement:
Xx. Xxxxxx X. Xxxxx
Xxxxxxx X. Xxxxxxxxx, Esq.
Novembr 15, 1996
Page 4 [header]
(i) to Universal, the sum of (x) Six Million Two
Hundred Forty-Three Thousand Three Dollars
($6,243,003) plus (y) 50% of any amounts received
pursuant to Section 6(c) above, which amount
represents the payment by the Partnership of the
estimated Cash Consideration contemplated by
Section 3.2.4 of the Merger Agreement;
(ii) to Universal, and additional sum of (x) Six
Million Two Hundred Forty-Three Thousand Three
Dollars ($6,243,003) plus (y) 50% of any amounts
received by the Escrow Agent pursuant to Section
6(c) above, which amounts represent the payment by
Power Trust V (as assignee of the Trust) of the
Trust Exercise Price referred to in Section 1(a)
of the Option Agreement:
(iii) to each of the Trust and Power Trust V,
an amount equal to 50% of the balance of any funds
held by the Escrow Agent;
(iv) to the Trust, the Trust Deposits (as defined
in the Option Agreement);
(v) to Power Trust V, deliver the Universal
Deposits (as defined in the Option Agreement); and
(vi) to each of the Partnership and Universal, at
least one executed copy of the Merger Agreement
and the other executed Closing Documents held by
the Escrow Agent.
e. If the Closing under the Merger Agreement has not
occurred by December 31, 1996, then on January 2, 1997
the Escrow Agent shall (i) return all sums transferred
to it by the Partnership and Power Trust V pursuant to
paragraph 6(a) above (including any interest earned
therein) to the Trust, (ii) deliver the Trust Deposits
and the Universal Deposits to the Trust and (iii)
destroy the executed copies of the Merger Agreement,
Certificate of Merger and other Closing Documents held
by the Escrow Agent.
Xx. Xxxxxx X. Xxxxx
Xxxxxxx X. Xxxxxxxxx, Esq.
November 15, 1996
Page 5 [header]
[sic] shall (i) return all sums transferred
to it by the Partnership and Power Trust V pursuant to
paragraph 6(a) above (including any interest earned
therein) to the Trust, (ii) deliver the Trust Deposits
and the Universal Deposits to the Trust and (iii)
destroy the executed copies of the Merger Agreement,
Certificate of Merger and other Closing Documents held
by the Escrow Agent.
f. Each of the Partnership, the Trust, Power Trust V,
Universal and the Escrow Agent hereby agree that the
provisions set forth in Sections 8, 10 and 11 of the
Option agreement shall also apply to the escrow created
by this paragraph 6, and such provisions are hereby
incorporated by reference in their entirety, except
that the notice provision in Section 10.9(a) shall be
deemed to apply to each of the Partnership, the Trust
and Power Trust V.
7. Upon the closing of the Merger Agreement, Parent will
release, and will cause all of the entities owned,
controlled or affiliated with Parent to release, CHI Maine
from any and all liabilities due to Parent or any of such
affiliated entities. The purpose of these releases is to
remove from the unaudited balance sheet of CHI Maine as of
June 30, 1996, in the form attached as Schedule 5.4 (ii) to
the Merger Agreement, the amount of the $14,825,487 item
shown as "due to (from) related parties" as a current
liability on such balance sheet.
8. For purposes of calculating the "Adjusted Cash
Consideration Statement" referred to section 3.3.1 of the
Merger Agreement, such calculation shall under no
circumstances include any amount due to Parent or any
affiliated entity of Parent.
9. In the event of any conflict between the provision of
this letter agreement and the provisions of the Option
Agreement, the provisions of this letter agreement shall
control.
Xx. Xxxxxx X. Xxxxx
Xxxxxxx X. Xxxxxxxxx, Esq.
November 15, 1996
Page 6 [header]
If the foregoing accurately sets forth our agreements,
please sign in the space below.
Sincerely yours,
Ridgewood Maine Hydro
Corporation, for itself and as
the General Partner of Ridgewood
Maine Hydro Partners, L.P.
By: _/s/ Xxxxxx X. Xxxx_______
Name:
Title:
Ridgewood Electric Power Trust
IV
By: Ridgewood Power
Corporation, Managing
Shareholder
By: _/s/ Xxxxxx X. Xxxx_______
Name:
Title:
Ridgewood Electric Power Trust V
By: Ridgewood Power
Corporation, Managing
Shareholder
By: __/s/ Xxxxxx X. Xxxx______
Name:
Title:
Xx. Xxxxxx X. Xxxxx
Xxxxxxx X. Xxxxxxxxx, Esq.
November 15, 1996
Page 7 [header]
Accepted and Agreed:
Consolidated Hydro Maine, Inc.
CHI Universal, Inc.
Consolidated Hydro, Inc.
By: _/s/ Xxxxxx X. Xxxxx__
Xxxxxx X. Xxxxx
President
Accepted and Agreed:
Xxxxxx Xxxxxxx Xxxxxxx Broder & Micoleau LLC
One Canal Plaza
P.O. Box 7320
Portland, ME 04112
By: _/s/ Xxxxxxx X. Xxxxxxxxx
Name: Xxxxxxx X. Xxxxxxxxx
Title: Member
