EX-10.4








    Exhibit
    10.4



 




    CERTIFICATE
    SALE SUPPORT AGREEMENT



 



    This Certificate Sale Support Agreement (this
    “Agreement”) is dated as of July 31, 2008,
    by and among Linwood 0708 LLC (“Linwood”),
    Ridgewood Providence Power Partners, L.P.
    (“RPPP”), Ridgewood Rhode Island
    Generation, LLC (“RRIG”), Rhode Island
    LFG Genco, LLC (“RILG”), Ridgewood
    Electric Power Trust I (“Trust I”),
    Ridgewood Electric Power Trust III
    (“Trust III”), Ridgewood Electric
    Power Trust IV (“Trust IV”),
    Ridgewood Electric Power Trust V
    (“Trust V”), Ridgewood Power B
    Fund/Providence Expansion (“B Fund”)
    (Trust I, Trust III, Trust IV, Trust V and B
    Fund are collectively referred to herein as the
    “Trusts”), Indeck Energy Services, Inc.
    (“IES”) (each individually a
    “Party” and collectively the
    “Parties”) and Ridgewood Renewable Power,
    LLC (“RRP”), which is not a
    “Party” hereunder.



 




    RECITALS



 



    WHEREAS, each of Indeck Maine Energy, LLC
    (“Indeck Maine”), RRIG and RPPP are parties to
    a certain Certificate Purchase and Sale Agreement with
    Constellation Energy Commodities Energy Group, Inc.
    (f/k/a Constellation
    Power Source, Inc.) (“Constellation”) entered
    into as of April 30, 2003, as amended by that certain
    letter agreement dated January 25, 2006 and by Amendment
    No. 1 to Certificate Purchase and Sale Agreement dated as
    of October 31, 2006 (the “Initial Certificate
    Purchase Agreement”);



 



    WHEREAS, the parties to the Initial Certificate Purchase
    Agreement, the Trusts and others have entered into an
    Assignment, Assumption, Release and Amendment dated as of the
    date hereof with respect to the Initial Certificate Purchase
    Agreement (the “Amendment”) (the Initial
    Certificate Purchase Agreement, as amended and modified by the
    Amendment, is referred to herein as the “Certificate
    Purchase Agreement”);



 



    WHEREAS, the Amendment amends, among other sections,
    Section 5.2 of the Certificate Purchase Agreement to
    require the sum of $9,120,800 to be on deposit in the Account
    (as defined in the Certificate Purchase Agreement) (the
    “New Deposit Amount”);



 



    WHEREAS, the members of Indeck Maine, Ridgewood Maine,
    L.L.C. (“RM”) and IES, intend to sell, assign,
    transfer and convey to Covanta Energy Corporation
    (“Covanta”) their respective membership
    interests in Indeck Maine (the “Transaction”);



 



    WHEREAS, RRIG, RPPP, Linwood, RILG and Indeck Maine
    expect to enter into a Backup Certificate Agreement (the
    “Backup Agreement”) pursuant to which, among
    other things, Indeck Maine will sell certain Certificates to
    RPPP, RRIG, Linwood and RILG and will transfer and assign all of
    its interest in the Account, including any funds of Indeck Maine
    on deposit in the Account (the “Indeck Maine
    Deposit”), to Linwood, subject to the rights and
    security interest of Constellation in such interest in the
    Account, in each case effective upon the closing of the
    Transaction (the “Transaction Effective Date”);



 



    WHEREAS, RRIG, RPPP, Linwood and Indeck Maine expect to
    enter into an Agency Agreement (the “Agency
    Agreement”) pursuant to which, among other things,
    RRIG, RPPP and Linwood will appoint Indeck Maine as their agent
    to deliver certain Certificates to Constellation and to invoice
    and collect amounts due with respect to those Certificates,
    effective upon the closing of the Transaction Effective
    Date; and



 



    WHEREAS, the Parties wish to memorialize their respective
    rights and obligations with respect to the Account, the
    Certificate Purchase Agreement and the other matters described
    in this Agreement.



 



    NOW, THEREFORE, in consideration of the premises and the
    mutual representations, warranties, covenants and agreements set
    forth in this Agreement, and for other good and valuable
    consideration, the receipt and sufficiency of which are hereby
    acknowledged, and intending to be legally bound, the Parties
    agree as follows:



 



    1. Additional Deposits.  The
    Parties acknowledge that (a) prior to the date hereof the
    amount on deposit in the Account held by Constellation under the
    Certificate Purchase Agreement was $3,000,000 (the
    “Original Deposit Amount”), of which
    Trust I had an interest in $20,250, Trust III had an
    interest in $144,585, Trust IV













 






    had an interest in $858,540, Trust V had an interest in
    $883,125, B Fund had an interest in $114,750, and IES had an
    interest in $978,750, (b) for good and valuable
    consideration, the receipt and sufficiency of which are hereby
    acknowledged, on the date hereof and in accordance with the
    requirements of the Amendment, Trust IV deposited
    $3,000,000 in the Account (the “Trust IV
    Deposit”) and Trust V deposited $3,120,800 into
    the Account (the “Trust V Deposit” and
    together with the Trust IV Deposit, the “Additional
    Deposits”), (c) the aggregate amount of the
    Original Deposit Amount plus the Additional Deposits is equal to
    the New Deposit Amount, and (d) notwithstanding the fact
    that the Trusts and IES provided the Original Deposit Amount and
    Trust IV and Trust V are providing the Additional
    Deposits, the Original Deposit Amount and the Additional
    Deposits are for the account of Indeck Maine, RPPP and RRIG
    under the Certificate Purchase Agreement prior to the
    Transaction Effective Date and for the account of Linwood, RPPP
    and RRIG under the Certificate Purchase Agreement as of and
    after the Transaction Effective Date. The respective interests
    of the Trusts, either directly or through their direct or
    indirect ownership of RPPP, RRIG, Indeck Maine or Linwood, in
    the New Deposit Amount as of the date hereof unless and until
    the Transaction Effective Date occurs are set forth on
    Schedule 1.



 



    2. Reallocation of Deposits at
    Closing.  Effective at and as of the
    Transaction Effective Date, the Parties agree that the New
    Deposit Amount shall be allocated among the Parties as set forth
    in this Section 2.



 



    (a) Linwood, immediately upon its receipt of the Indeck
    Maine Deposit and without any further action required, shall
    transfer and assign its entire interest in the New Deposit
    Amount to each of IES, Trust IV and Trust V so that
    such interest is allocated among Trust IV, Trust V and
    IES proportionately to their other interests in the Account
    after giving effect to the reallocation described in
    Section 2(b).



 



    (b) Each of the Trusts and IES will reallocate the New
    Deposit Amount among them such that the interests of each of the
    Trusts and IES as of the Transaction Effective Date is as set
    forth on Schedule 2(b). To the extent that, as a result of
    that reallocation, a Trust or IES is required to pay an
    additional amount (as set forth on Schedule 2(b)), such
    Trust or IES will pay that amount to RRP, for the benefit of the
    Trusts not making those payments, on the Transaction Effective
    Date, and with respect to IES, such payment shall be made from
    the proceeds of the sale of its interest in Indeck Maine. To the
    extent that, as a result of that reallocation, a Trust is due an
    amount (as set forth on Schedule 2(b)), RRP will use the
    funds paid to it on the Transaction Effective Date pursuant to
    the preceding sentence to make that payment to each Trust that
    is due an amount from the Account.



 



    (c) The interests of the Trusts and IES in the Account as
    set forth on Schedule 1 and Schedule 2(b) apply
    regardless of where legal title to the New Deposit Amount may
    reside and are subject to the rights and security interests of
    Constellation in such interests.



 



    3. Matters Related to Backup
    Agreement.  If any Party receives notice from
    Indeck Maine that any payment is due under the Backup Agreement,
    that Party will promptly provide a copy of that notice to RRP.
    Within one (1) business day of receiving that notice, RRP
    will provide the Parties a written notice stating the reason or
    reasons such payment is due, the basis for that determination
    and the allocation of responsibility for that payment under this
    Section 3. If any Party disputes the contents of such
    notice, such Party will notify RRP and the other Parties in
    writing of such dispute (including a detailed description of the
    basis of that dispute) within one (1) business day of its
    receipt of RRP’s notice. If RRP receives such a dispute
    notice, it will issue a final determination of the reason the
    payment is due under the Backup Agreement, and the allocation of
    responsibility for the payment under this Section 3, taking
    such Party’s dispute into consideration; provided,
    however, that RRP has the right to resolve such dispute
    in the manner RRP deems appropriate. Within two
    (2) business days of their receipt of a notice from RRP as
    described in this paragraph (or a final notice if any Party
    disputes the initial notice), the Parties will make the payments
    due under the Backup Agreement as follows:



 



    (a) To the extent that any payment is due to Indeck Maine
    under the Backup Agreement as a result of Constellation
    exercising its netting and set-off rights under Section 5.4
    of the Certificate Purchase Agreement, among RPPP, RRIG and
    Linwood, the Party or Parties responsible for such set-off or
    netting rights exercised by Constellation will make such payment
    directly to Indeck Maine, as directed by RRP.




    

    2








 






    (b) To the extent that any payment is due to Indeck Maine
    for Certificates delivered under the Backup Agreement, Linwood
    will be responsible for 100% percent of each such payment,
    provided that Linwood will obtain all rights all other Parties
    have against Constellation with respect to that payment, and
    they shall cooperate with Linwood in that regard. For the
    avoidance of doubt, this paragraph (b) will not apply to
    any netting or set-off payment under Section 5.4 of the
    Certificate Purchase Agreement, which is addressed in
    Section 3(a) above.



 



    (c) To the extent that any deposit is required to be made
    in the Escrow Deposit pursuant to Section 9 of the Backup
    Agreement and pursuant to the analogous provision of
    Section 6.16 of the Purchase and Sale Agreement among
    Covanta, RM, IES and Indeck Maine, RPPP and RRIG will share in
    the responsibility for such payment in a ratio of 27.23% and
    72.77% respectively. Any funds that are released from such
    Escrow Deposit to RPPP, RRIG, Linwood or RILG (including any
    interest on funds in the Escrow Deposit) after settlement of any
    claims with respect thereto will be held in trust for the
    benefit of RRIG and RPPP and shall be promptly allocated and
    paid over to RPPP and RRIG in the same proportions as set forth
    in the preceding sentence.



 



    (d) To the extent RRP determines that any payment is due to
    Indeck Maine under the Backup Agreement or the Agency Agreement
    as a result of a breach by any of RPPP, RRIG, Linwood or RILG of
    its obligations under the Backup Agreement or (other than with
    respect to RILG) the Agency Agreement, RPPP, RRIG
    and/or
    Linwood will be responsible for 100% of such payment to the
    extent to which of RPPP, RRIG, Linwood or RILG breached those
    obligations, as determined by RRP.



 



    (e) To the extent that any payment is due to Indeck Maine
    under the Backup Agreement or the Agency Agreement other than as
    described in Sections 3(a), 3(b), 3(c) or 3(d), RPPP, RRIG
    and Linwood will share in the responsibility for each such
    payment in the following amounts: RPPP will be responsible for
    5% of each such payment; RRIG will be responsible for 15% of
    each such payment; and Linwood will be responsible for 80% of
    each such payment.



 



    (f) To the extent that any of Linwood, RPPP or RRIG
    receives payment from Constellation that reimburses it for
    payments made by it under the Backup Agreement, the recipient(s)
    of such payment shall hold that payment in trust for the benefit
    of the others not receiving that payment and will promptly
    allocate and pay over that payment to each of such others
    according to the payments made by them to Indeck Maine to which
    such payment from Constellation relates, all as determined by
    RRP. To the extent any such payment from Constellation cannot be
    attributed to one or more specific payments to Indeck Maine,
    such payment shall be allocated among RPPP, RRIG and Linwood
    according to the percentages in Section 3(e).



 



    (g) To the extent that RILG obtains any right, title or
    interest in any Certificate Delivered under the Backup
    Agreement, RILG conveys all such right, title and interest to
    RPPP, RRIG and Linwood.



 



    4. Matters Related to Certificate Purchase
    Agreement.  



 



    (a) To the extent that any Party incurs any liability,
    damages, assessments, taxes, losses, fines, penalties, expenses,
    fees, costs, and amounts paid in settlement (including
    reasonable consultants’, attorneys’ and expert witness
    fees and disbursements in connection with investigating,
    defending or settling any action or threatened action) in
    connection with a default under the Certificate Purchase
    Agreement, including Losses (defined below) incurred under any
    Guarantee
    and/or any
    Security Agreement (including without limitation any Losses
    resulting from Constellation drawing any amounts out of the
    Account, realizing on any Collateral provided under any Security
    Agreement or demanding payment under any Guarantee but, for the
    avoidance of doubt, not including any liability, damages,
    assessments, taxes, losses, fines, penalties, expenses, fees,
    costs, and other amounts incurred in connection with the Backup
    Agreement, which are addressed in Section 3) (collectively,
    the “Losses”), that Party will promptly notify
    RRP in writing of such Loss, including with such notice any
    information provided by Constellation with respect to that Loss.
    RRP will provide the Parties a written notice stating the reason
    or reasons for such Loss, the basis for that determination and
    the allocation of responsibility for that payment under this
    Section 4. If any Party disputes the contents of such
    notice, such Party will notify RRP and the other Parties in
    writing of such dispute (including a detailed description of the
    basis of that dispute) within one (1) business day of its
    receipt of RRP’s notice. If RRP receives such a dispute
    notice, it




    

    3








 






    will issue a final determination of the reason the payment is
    due under the Backup Agreement, and the allocation of
    responsibility for the payment under this Section 4, taking
    such Party’s dispute into consideration; provided,
    however, that RRP has the right to resolve such dispute
    in the manner RRP deems appropriate. Within two
    (2) business days of their receipt of a notice from RRP as
    described in this Section 4(a) (or a final notice if any
    Party dispute the initial notice), the Parties will reimburse
    the Party or Parties incurring the Loss as follows:



 



    (i) for all Losses determined by RRP to have resulted
    directly from a breach by a Party of its obligations under the
    Certificate Purchase Agreement, any Guaranty or any Security
    Agreement, the Party responsible for that breach will reimburse
    the Party incurring those Losses for 100% of those
    Losses; and



 



    (ii) for all Losses determined by RRP to have resulted from
    a failure of Indeck Maine to perform its obligations under the
    Backup Agreement, Linwood will reimburse the Party incurring
    those Losses for 100% of those Losses; provided that Linwood
    will obtain all rights all other Parties have against Indeck
    Maine with respect to those Losses, and they shall cooperate
    with Linwood in that regard.



 



    (b) If and to the extent any Loss involves a withdrawal by
    Constellation of any amount on deposit in the Account, RRP will
    determine the Party or Parties responsible for replacing the
    amount of that withdrawal according to the principles set forth
    in Section 4(a) above; provided that, for the avoidance of
    doubt, IES shall not be responsible for replacing the amount of
    any such withdrawal. To the extent that any Party fails to make
    a required deposit in the Account under this Section 4(b)
    within the time period such deposit is required to be made under
    the Certificate Purchase Agreement, the other Parties may, make
    such deposit, or cause such deposit to be made, in the Account
    (a “Step-up Deposit”), and the Party failing to
    make its required deposit shall promptly reimburse the other
    Party or Parties that made such
    Step-up
    Deposit, with interest accruing on that
    Step-up
    Deposit at the Interest Rate.



 



    (c) If any Party receives payment from an entity other than
    another Party for any Loss, including without limitation any
    payment by Covanta under its guarantee of Indeck Maine’s
    obligations under the Backup Agreement, the Party receiving that
    payment will reimburse each other Party for the amount of that
    payment (including any deposit that any Party has made in the
    Account under Section 4(b) above) up to the full amount of
    the payment received by such other Party.



 



    (d) Capitalized terms used in this Section 4 that are
    not otherwise defined in this Agreement have the meanings given
    to them in the Certificate Purchase Agreement.



 



    5. Losses from Linwood
    Interest.  To the extent that Trust IV
    incurs any Losses (including without limitation with respect to
    any taxes) solely and directly as a result of its membership
    interest in Linwood, Trust V will indemnify and hold
    harmless Trust IV for 50% of all such Losses.



 



    6. Limitation on Liability.  RRP
    will have no liability to any Party hereunder for any loss
    suffered by such Party that arises out of any action or inaction
    of RRP if RRP, in good faith, determined that such course of
    conduct was reasonable and such course of conduct did not
    constitute bad faith, gross negligence or willful misconduct of
    RRP.



 



    7. Release of Deposit from
    Constellation.  Each Party agrees that
    (a) any payment received by it from time to time from
    Constellation from the New Deposit Amount prior to the
    Transaction Effective Date shall be held in trust for the
    benefit of the other Parties and shall be promptly allocated
    among, and paid over to, the other Parties in accordance with
    the percentages set forth on Schedule 1, and
    (b) any payment received by it from time to time from
    Constellation from the New Deposit Amount as of and after the
    Transaction Effective Date shall be held in trust for the
    benefit of the other Parties and shall be promptly allocated
    among, and paid over to, the other Parties in accordance with
    the percentages set forth on Schedule 2(b).



 



    8. Termination.  This Agreement
    will terminate upon the last to occur of the termination of the
    Certificate Purchase Agreement and the Backup Agreement, the
    final resolution of any claims thereunder and the expiration of
    any statute of limitation on any claims that can be made
    thereunder.



 



    9. Further Assurances.  Each Party
    agrees that from time to time on and after the date hereof, at
    the reasonable request of any other Party, it shall promptly
    execute and deliver all further instruments and




    

    4








 






    documents, and take all further action, that may be necessary or
    desirable in order to accomplish the purposes of this Agreement.



 



    10. Assignment.  Neither this
    Agreement, nor any portion, right or obligation hereunder, may
    be assigned by any Party to any other Party or third party
    except that any Trust may assign its rights and obligations
    under this Agreement to a liquidating trust pursuant to a plan
    of liquidation of such Trust.



 



    11. Amendments.  This Agreement may
    be amended or modified only by an instrument in writing duly
    executed by the Parties hereto; provided that an amendment or
    modification that affects some, but not all, Parties, shall be
    effective as among the amending or modifying Parties; provided
    further than no such amendment or modification shall be binding
    upon a Party that is not a party to such written amendment or
    modification.



 



    12. Entire Agreement.  This
    Agreement constitutes the entire agreement among the Parties
    with respect to its subject.



 



    13. Counterparts; Facsimile
    Signatures.  Two or more counterparts of this
    Agreement may be signed by the Parties, each of which shall be
    an original but all of which together shall constitute one and
    the same instrument. Facsimile signatures on this Amendment
    shall have the same force and effect as original signatures.



 



    14. Governing Law.  This Agreement
    shall be governed by and construed in accordance with the laws
    of the State of New York without regard to principles of
    conflicts of law. Each Party waives its respective right to any
    jury trial with respect to any litigation arising under or in
    connection with this Agreement.



 




    [Signature
    Page Follows]
    




    

    5








 






    IN WITNESS WHEREOF, the Parties hereto have executed and
    delivered this Agreement as of the day and year first written
    above.



 


	 	 	 
	
    RIDGEWOOD PROVIDENCE POWER

    PARTNERS, L.P.
	
 
	
    INDECK ENERGY SERVICES, INC.

	
 
	
 
	
 

	

    By: Ridgewood Providence Power Corporation, its General
    Partner


	
 
	
 

	
 
	
 
	
 

	

    By: /s/  Randall
    D. Holmes


    




	
 
	
    By: /s/  Joseph
    M. Oskorep


    


	

    Name: Randall D. Holmes


	
 
	
        Name: Joseph M. Oskorep

	

    Title: President and Chief Executive Officer


	
 
	
        Title: Vice President &
    Controller

	
 
	
 
	
 

	
    RIDGEWOOD RHODE ISLAND

    GENERATION, LLC
	
 
	
    RIDGEWOOD ELECTRIC POWER TRUST I

	
 
	
 
	
 

	

    By: Ridgewood Management Corporation, its Manager


	
 
	

    By: Ridgewood Renewable Power LLC, its Managing Shareholder



	
 
	
 
	
 

	

    By: /s/  Randall
    D. Holmes


    




	
 
	

    By: /s/  Randall
    D. Holmes


    





	

    Name: Randall D. Holmes


	
 
	
        Name: Randall D. Holmes

	

    Title: President and Chief Executive Officer


	
 
	
        Title: President and Chief
    Executive Officer

	
 
	
 
	
 

	

    RIDGEWOOD ELECTRIC POWER TRUST III


	
 
	
    RIDGEWOOD ELECTRIC POWER TRUST IV

	
 
	
 
	
 

	

    By: Ridgewood Renewable Power LLC, its Managing Shareholder


	
 
	

    By: Ridgewood Renewable Power LLC, its Managing Shareholder



	
 
	
 
	
 

	
 
	
 
	
 

	
 
	
 
	
 

	

    By: /s/  Randall
    D. Holmes


    




	
 
	

    By: /s/  Randall
    D. Holmes


    





	

    Name: Randall D. Holmes


	
 
	
        Name: Randall D. Holmes

	

    Title: President and Chief Executive Officer


	
 
	
        Title: President and Chief
    Executive Officer

	
 
	
 
	
 

	

    RIDGEWOOD ELECTRIC POWER TRUST V


	
 
	
    RIDGEWOOD POWER B FUND/PROVIDENCE EXPANSION

	
 
	
 
	
 

	

    By: Ridgewood Renewable Power LLC, its Managing Shareholder


	
 
	

    By: Ridgewood Renewable Power LLC, its Managing Shareholder



	
 
	
 
	
 

	

    By: /s/  Randall
    D. Holmes


    




	
 
	

    By: /s/  Randall
    D. Holmes


    





	

    Name: Randall D. Holmes


	
 
	
        Name: Randall D. Holmes

	

    Title: President and Chief Executive Officer


	
 
	
        Title: President and Chief
    Executive Officer





    

    6








 





	 	 	 
	

    LINWOOD 0708 LLC


	
 
	
    RIDGEWOOD RENEWABLE POWER, LLC

	
 
	
 
	
 

	

    By: Ridgewood Renewable Power LLC, its Manager


	
 
	
 

	
 
	
 
	
 

	

    By: /s/  Randall
    D. Holmes


    




	
 
	

    By: /s/  Randall
    D. Holmes


    





	

    Name: Randall D. Holmes


	
 
	
        Name: Randall D. Holmes

	

    Title: President and Chief Executive Officer


	
 
	
        Title: President and Chief
    Executive Officer

	
 
	
 
	
 

	

    RHODE ISLAND LFG GENCO, LLC


	
 
	
 

	
 
	
 
	
 

	

    By: Ridgewood Renewable Power LLC, its Manager


	
 
	
 

	
 
	
 
	
 

	

    By: /s/  Randall
    D. Holmes


    




	
 
	
 

	

    Name: Randall D. Holmes


	
 
	
 

	

    Title: President and Chief Executive Officer


	
 
	
 










    7








 





SCHEDULE 1




Interests in New Deposit Amount

Prior to Transaction Effective Date




	 	 	 	 	 	 	 	 	 
	 	 	Amount of Interest in	 	Percentage Interest in
	Name of Party	 	New Deposit Amount	 	New Deposit Amount
	 
	Trust I
	 	$	20,250	 	 	 	0.22	%
	Trust III
	 	$	144,585	 	 	 	1.59	%
	Trust IV
	 	$	3,858,540	 	 	 	42.30	%
	Trust V
	 	$	4,003,925	 	 	 	43.90	%
	B Fund
	 	$	114,750	 	 	 	1.26	%
	IES
	 	$	978,750	 	 	 	10.73	%
	TOTAL
	 	$	9,120,800	 	 	 	100	%



















 





SCHEDULE 2(b)




Interests in New Deposit Amount

As of Transaction Effective Date




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Amount of Interest	 	Percentage	 	Amount to be	 	Amount to be
	 	 	in	 	Interest in	 	Paid
by Entity on	 	Paid to Entity on
	 	 	New Deposit	 	New Deposit	 	Transaction	 	Transaction
	Name of Party	 	Amount	 	Amount	 	Effective Date	 	Effective Date
	Trust I
	 	$	66,150	 	 	 	0.73	%	 	$	45,900	 	 	$	0	 
	Trust III
	 	$	58,905	 	 	 	0.65	%	 	$	0	 	 	$	85,680	 
	Trust IV
	 	$	2,447,665	 	 	 	26.84	%	 	$	0	 	 	$	1,410,875	 
	Trust V
	 	$	2,341,570	 	 	 	25.67	%	 	$	0	 	 	$	1,662,355	 
	B Fund
	 	$	374,850	 	 	 	4.1	%	 	$	260,100	 	 	$	0	 
	IES
	 	$	3,831,660	 	 	 	42.01	%	 	$	2,852,910	 	 	$	0	 
	TOTAL
	 	$	9,120,800	 	 	 	100	%	 	$	3,158,910	 	 	$	3,158,910