December 3, 1996
Xx. Xxxxxx X. Xxxxx
Consolidated Hydro, Inc.
000 Xxxxxxxxxx Xxxxxxxxx
Xxxxxxxx, XX 00000
Xxxxxx Xxxxxxx Xxxxxxx Broder & Micoleau LLC
Xxx Xxxxx Xxxxx
X.X. Xxx 0000
Xxxxxxxx, XX 00000
Att: Xxxxxxx X. Xxxxxxxxx, Esq.
Dear Sirs:
This letter will confirm our further 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, in each case as
amended by the letter agreement dated November 15, 1996 (the
"Letter Agreement"). Capitalized terms used herein (unless
otherwise indicated) shall have the meanings assigned in the
Merger Agreement.
1. The parties to the Merger Agreement hereby agree to
amend the Merger Agreement as follows:
a. The definition of "Current Liabilities"
contained in Section 1.1 is hereby amended by adding
the following phase at the end thereof: "provided,
however, that Current Liablilities shall not include
the parties of any debt or lease obligations which
becomes due after the date the balance sheet is
prepared.
b. The last paragraph of Section 3.2.4 (as
amended), is further amended by deleting the phrase
"Six Million Two Hundred Forty-Three Thousand Three
Dollars ($6,243,003)" and inserting the phrase "Six
Million Three Hundred Four Nine Thousand Four Hundred
Forty Seven Dollars ($6,349,447)" in lieu thereof in
order to reflect the parties estimate of a December 13,
1996 Closing Date.
2. Paragraph 6 of the Letter Agreement is amended by
deleting the entirety therof and inserting the following in
lieu therof: "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 Three Hundred
Forty Nine Thousand Four Hundred Forty Seven Dollars
($6,349,447).
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 13, 1996,
each of the Trust and Power Trust V shall deliver to
the Escrow Agent an additional sum of Two Thousand
Eight Hundred Ninety Three Dollars ($2,893) for each
day after December 13, 1996 that such Closing is
delayed.
d. Upon the effectiveness of the filing of
the Certificate of Merger 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:
(i) to Universal, the sum of (x) Six
Million Three Hundred Forty-Nine Thousand Four
Hundred Forty Seven Dollars ($6,349,447) 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, an additional sum of (x)
Six Million Three Hundred Forty-Nine Thousand Four
Hundred Forty Seven Dollars ($6,349,447) 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.
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.
3. Except as amended hereby, the Merger Agreement and the
Letter Agreement continue in full force and effect.
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. Xxxxxxx ___
Name: Xxxxxx X. Xxxxxxx
Title: President
Ridgewood Electric Power Trust IV
By: Ridgewood Power Corporation,
Managing Shareholder
By: __/s/_Robert E. Swanson________
Name: Xxxxxx X. Xxxxxxx
Title: President
Ridgewood Electric Power Trust V
By: Ridgewood Power Corporation,
Managing Shareholder
By: _/s/ Xxxxxx X. Swanson_______
Name: Xxxxxx X. Xxxxxxx
Title: President
Accepted and Agreed:
Consolidated Hydro Maine, Inc.
CHI Universal, Inc.
Consolidated Hydro, Inc.
By:_/s/ Xxxxxx X. Stern_____
Xxxxxx X. Xxxxx
President
Accepted and Agreed:
Xxxxxx Xxxxxxx Xxxxxxx Broder & Micoleau LLC
Xxx Xxxxx Xxxxx
X.X. Xxx 0000
Xxxxxxxx, XX 00000
By:__/s/_____________________
Name:
Title:
