Exhibit 3(i)(F)
January 2005 Amendment
of the
Declaration of Trust
of
The Ridgewood Power Growth Fund
This January 2005 Amendment of the Declaration of Trust of The Ridgewood
Power Growth Fund (the "January 2005 Amendment") is made by Ridgewood Renewable
Power LLC ("RRP") ("Managing Shareholder"), as Managing Shareholder of The
Ridgewood Power Growth Fund (the "Trust") effective as of January 1, 2005.
Whereas, the original Declaration of Trust which created the Trust was
executed by the Managing Shareholder, Ridgewood Power VI Corporation ("Power
VI") and Ridgewood Energy Holding Corporation as grantor and corporate trustee
("Corporate Trustee") as of January 4, 1998 (the "Original Declaration"); and
Whereas, effective January 1, 2001, Power VI assigned and delegated all of
its rights and responsibilities to the Managing Shareholder; and
Whereas, the Original Declaration was amended by a written instrument
executed by the Corporate Trustee as of December 20, 2001 (the "December 2001
Amendment"); and
Whereas, the Original Declaration was further amended by a written
instrument executed by the Corporate Trustee as of December 18, 2003 (the
"December 2003 Amendment"); and
Whereas, the Original Declaration, as amended by the December 2001
Amendment and the December 2003 Amendment is herein referred to as the "Amended
Declaration"; and
Whereas, except as set forth herein, terms set forth in capital letters
herein shall have the meanings assigned to such terms in the Amended
Declaration; and
Whereas, Section 15.8 of the Amended Declaration authorizes the Managing
Shareholder to make amendments to the Amended Declaration without notice to or
approval of the Shareholders in a variety of circumstances, including, without
limitation, amendments to maintain the tax status of the Trust; and
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Whereas, tax counsel for the Trust has recommended that certain provisions
of the Trust be amended to clear up potential ambiguity and to maintain the tax
status of the Trust; and
Whereas, the Managing Shareholder has reviewed the proposed amendments to
the Amended Declaration recommended by tax counsel for the Trust, and has
concluded that the amendment of the Amended Declaration in the manner
recommended by tax counsel for the Trust will not materially and adversely
affect the interests of the Shareholders in the Trust.
Now, therefore, the Amended Declaration is further amended as follows:
1. Article 4 of the Amended Declaration is hereby amended by inserting new
Sections 4.9 through 4.13 immediately following the end of existing Section 4.8
as follows:
"4.9 General Application. Notwithstanding any other provision of this
Declaration, for all fiscal periods beginning on or after January 1, 2005,
the rules set forth below in Sections 4.10 through 4.13 shall apply for the
purposes of determining each Shareholder's allocable share of the items of
income, gain, loss and expense of the Trust comprising Profits or Losses of
the Trust for each fiscal period, determining special allocations of other
items of income, gain, loss and expense, and adjusting the balance of each
Shareholder's Capital Account to reflect the aforementioned general and
special allocations. For each fiscal period, the special allocations in
Section 4.11 and Article VII shall be made immediately prior to the general
allocations of Section 4.10. The provisions of Sections 4.3(b), 4.3(d) and
4.4 shall continue to apply."
"4.10 General Allocations.
(a) Hypothetical Liquidation. The items of income, expense, gain and
loss of the Trust comprising Profits or Losses for a fiscal period shall be
allocated among the Shareholders in a manner that will, as nearly as
possible, cause the Capital Account balance of each Shareholder at the end
of such fiscal period to equal the excess (which may be negative) of:
(i) the amount of the hypothetical distribution (if any) that such
Shareholder would receive if, on the last day of the fiscal period, (x) all
Trust assets, including cash, were sold for cash equal to their book
values, taking into account any adjustments thereto for such Fiscal Year,
(y) all Trust liabilities were satisfied in cash according to their terms
(limited, with respect to each nonrecourse liability, to the book values of
the assets securing such liability), and (z) the net proceeds thereof
(after satisfaction of such liabilities) were distributed in full pursuant
to Section 8.1(g), over
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(ii) the sum of (x) the amount, if any, without duplication, that
such Shareholder would be obligated to contribute to the capital of the Trust,
(y) such Shareholder's share of Partnership Minimum Gain determined pursuant to
Regulations Section 1.704-2(g), and (z) such Shareholder's share of Partner
Nonrecourse Debt Minimum Gain determined pursuant to Regulations Section
1.704-2(i)(5), all computed as of the hypothetical sale described in Section
4.10(a)(i).
(b) Determination of Items Comprising Allocations.
(i) If the Trust has Profits for a fiscal period,
(A) for any Shareholder as to whom the allocation pursuant to Section
4.10(a) would reduce its Capital Account, such allocation shall be
comprised of a proportionate share of each of the Trust's items of expense
or loss entering into the computation of Profits for such fiscal period;
and
(B) the allocation pursuant to Section 4.10(a) in respect of each
Shareholder (other than a Shareholder referred to in Section 4.10(b)(i)(A)
hereof) shall be comprised of a proportionate share of each Trust item of
income, gain, expense and loss entering into the computation of Profits for
such fiscal period (other than the portion of each Trust item of expense
and loss, if any, that is allocated pursuant to Section 4.10(b)(i)(A)
hereof).
(ii) If the Trust has a Loss for a fiscal period,
(A) for any Shareholder as to whom the allocation pursuant to Section
4.10(a) hereof would increase its Capital Account, such allocation shall
be comprised of a proportionate share of each of the Trust's items of
income and gain entering into the computation of Loss for such fiscal
period; and
(B) the allocation pursuant to Section 4.10(a) hereof in respect of
each Shareholder (other than a Shareholder referred to in Section
4.10(b)(ii)(A) hereof) shall be comprised of a proportionate share of each
Trust item of income, gain, expense and loss entering into the computation
of Loss for such fiscal period (other than the portion of each Trust item
of income and gain, if any, that is allocated pursuant to Section 4.
10(b)(ii)(A) hereof).
(c) Loss Limitation. Notwithstanding anything to the contrary
contained in this Section 4.10, the amount of items of Trust expense and
loss allocated pursuant to this Section 4.10 to any Shareholder shall not
exceed the maximum amount of such items that can be so allocated without
causing such Shareholder (other than a Managing Shareholder) to have a
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deficit in his Adjusted Capital Account at the end of any fiscal period.
All such items in excess of the limitation set forth in this Section
4.10(c) shall be allocated first to Shareholders who would not have a
deficit in his Adjusted Capital Account, pro rata, until no Shareholder
would be entitled to any further allocation, and thereafter to the Managing
Shareholder
(d)No Deficit Restoration Obligation. At no time during the term of
the Trust or upon dissolution and liquidation thereof shall a Shareholder
with a negative balance in its Capital Account have any obligation to the
Trust or the other Shareholders to restore such negative balance, except as
may be required by law or in respect of any negative balance resulting from
a withdrawal of capital or dissolution in contravention of this
Declaration."
"4.11 Special Allocations. The following special allocations shall be made
in the following order:
(a)Deficit Capital Accounts Generally. If a Shareholder has a deficit
Capital Account balance at the end of any fiscal period which is in excess
of the sum of (i) the amount such Shareholder is then obligated to restore
pursuant to this Declaration, and (ii) the amount such Shareholder is then
deemed to be obligated to restore pursuant to the penultimate sentences of
Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), respectively, such
Shareholder shall be specially allocated items of Trust income and gain in
an amount of such excess as quickly as possible, provided that any
allocation under this Section 4.11(a) shall be made only if and to the
extent that a Shareholder would have a deficit Capital Account balance in
excess of such sum after all allocations provided for in this Article 4
have been tentatively made as if this Section 4.11(a) were not in this
Declaration.
(b) Allocation of Nonrecourse Deductions. Each Nonrecourse Deduction
of the Trust shall be specially allocated 1% to the Managing Shareholder
and 99% to all of the Investors in proportion to their Capital
Contributions.
The allocations pursuant to Sections 4.11(a) and (b) shall be comprised of
a proportionate share of each of the Trust's items of income and gain."
"4.12 Allocation of Nonrecourse Liabilities. For purposes of determining
each Shareholder's share of Nonrecourse Liabilities, if any, of the Trust
in accordance with Regulations Section 1.752-3(a)(3), the Shareholders'
interests in Trust Profits shall be determined in the same manner as
prescribed by Section 4.11(b)."
"4.13 Credits. All tax credits shall be allocated among the Shareholders as
determined by the Managing Shareholder in its sole and absolute discretion,
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consistent with applicable law (including IRC Section 704(b) and the
Treasury Regulations promulgated thereunder)."
2. Section 6.1(a)(4) of the Amended Declaration is hereby amended by
inserting the phrase ",4.11" after the phrase "4.7" and before the phrase "and
7.4" at the end of such subsection.
3. Section 6.1(b)(3) of the Amended Declaration is hereby amended by
inserting the phrase ",4.11" after the phrase "4.7" and before the phrase "and
7.4" at the end of such subsection.
4. Section 7.4(d) of the Amended Declaration is hereby amended as follows:
(a) by deleting the phrase "Sections 4.1 and 4.2" in the third line
thereof and inserting in lieu thereof the phrase "Sections 4.1, 4.2
and 4.10;"
(b) by deleting the phrase "Sections 4.1 and 4.2" in the fourth line
thereof and inserting in lieu thereof the phrase "Sections 4.1, 4.2
and 4.10," and
(c) by inserting the phrase "or Section 4.11" following the phrase
"Section 7.4" in the fifth line thereof
5. Section 8.1(e)(1) of the Amended Declaration is hereby amended by
deleting clause (A) in the second line thereof and inserting a new clause A in
lieu thereof, as follows:
(A) the sum of (x) an amount equal to 12% of the Investors Average
Annual Capital Contribution, plus (y) an additional amount equal to
the amount by which distributions of Net Cash Flow to Investors with
respect to all prior calendar years are less than the priority
distribution amounts determined under this Section 8.1(e) for such
calendar years; or"
6. Section 8.1(g)(3) of the Amended Declaration is hereby amended by
inserting a period immediately after the phrase "Sections 8.1 (d), (e) and (g)
(3)" in the fourth line thereof and deleting the remainder of such subsection.
7. Section 8.1(g)(4) of the Amended Declaration is hereby amended by
deleting such provision in its entirety and inserting a new provision in lieu
thereof as follows:
"(4) Fourth, the balance, if any, to the Shareholders in accordance
with Section 8.1(c)."
8. The Amended Declaration is hereby further amended by deleting Section
14.7 in its entirety.
Notwithstanding anything herein to the contrary, the provisions of this
January 2005 Amendment shall not be construed or interpreted in a manner that
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adversely affects the interests of the Investors as such existed immediately
prior to the adoption of this January 2005 Amendment. The Amended Declaration,
as amended by this January 2005 Amendment, continues in full force and effect.
IN WITNESS WHEREOF, Ridgewood Renewable Power LLC as Managing Shareholder
of the Trust, have executed this January 2005 Amendment effective as of January
1, 2005.
Ridgewood Renewable Power LLC
By: /s/ Douglas R. Wilson
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Name: Douglas R. Wilson
Title: EVP & Chief Financial Officer
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