December 3, 1996
Mr. Edward M. Stern
Consolidated Hydro, Inc.
680 Washington Boulevard
Stamford, CT 06901
Curtis Thaxter Stevens Broder & Micoleau LLC
One Canal Plaza
P.O. Box 7320
Portland, ME 04112
Att: Stephen E. Champagne, 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
Curtis Thaxter Stevens 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 ent
irety 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:
-----------------------------
Name: Robert E. Swanson
Title: President
Ridgewood Electric Power Trust IV
By: Ridgewood Power Corporation,
Managing Shareholder
By:
-----------------------------
Name: Robert E. Swanson
Title: President
Ridgewood Electric Power Trust V
By: Ridgewood Power Corporation,
Managing Shareholder
By:
-----------------------------
Name: Robert E. Swanson
Title: President
Accepted and Agreed:
Consolidated Hydro Maine, Inc.
CHI Universal, Inc.
Consolidated Hydro, Inc.
By:_________________________
Edward M. Stern
President
Accepted and Agreed:
Curtis Thaxter Stevens Broder & Micoleau LLC
One Canal Plaza
P.O. Box 7320
Portland, ME 04112
By:__________________________
Name:
Title: