COVANTA GUARANTYGuaranty • August 25th, 2008 • Ridgewood Electric Power Trust V • Electric services • New York
This Guaranty is one of payment and not of collection. Notwithstanding anything to the contrary, the total liability of Guarantor hereunder, regardless of any amendment or modification to the Backup Agreement, shall not exceed at any time an amount equal to 80% of the amount required to be funded at such time in the Account (as defined in the Agreement as defined below) under and pursuant to Section 5.2 of the Certificate Purchase and Sale Agreement dated as of April 30, 2003 among the Company, RPPP, RRIG, Ridgewood Power Management LLC as agent (“RPMC”) and Constellation Energy Commodities Group, Inc., f/k/a Constellation Power Source, Inc. (“Constellation”), as amended by that certain letter agreement dated January 25, 2006, by Amendment No. 1 thereto dated as of October 31, 2006 and by the Assignment, Assumption, Release and Amendment Agreement of Certificate Purchase and Sale Agreement, among Constellation, the Company, RPPP, RRIG, RPMC, Ridgewood Electric Power Trust III, Ridgewoo
SELLERS OMNIBUS AGREEMENT Regarding Indeck Maine Energy, LLCSellers Omnibus Agreement • August 25th, 2008 • Ridgewood Electric Power Trust V • Electric services • New York
This Sellers Omnibus Agreement (this “Agreement”) is dated as of August 19, 2008 by and among Ridgewood Maine, L.L.C., a limited liability company formed under the laws of Delaware (“RM”), Indeck Energy Services, Inc., a corporation formed under the laws of Illinois (“IES”) and, solely as to Sections 2(e), 6, 9(b) and 13, Ridgewood Renewable Power LLC, a Delaware limited liability company (the “Managing Shareholder”). Terms used herein but not otherwise defined shall have the respective meaning ascribed to them in the IME Operating Agreement (as defined below).
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • August 25th, 2008 • Ridgewood Electric Power Trust V • Electric services • New York
This Purchase and Sale Agreement (the “Agreement”) is entered into as of August 19, 2008 (the “Effective Date”), by and among Ridgewood Maine, L.L.C., a Delaware limited liability company (“RM”), and Indeck Energy Services, Inc., an Illinois corporation, (“IES” and together with RM, “Sellers”), Covanta Energy Corporation, a Delaware corporation (“Buyer”) and solely for purposes of Sections 6.2, 6.3, 6.4, 6.10(a), 6.11 through 6.14 and 6.16 hereof, Indeck Maine Energy, LLC, an Illinois limited liability company, (the “Company”). Buyer and Sellers are each referred to herein as a “Party” or, collectively as the “Parties.”
