EX-10.2






Exhibit
10.2



 




    FIRST
    AMENDMENT TO GUARANTY



 



    This FIRST AMENDMENT TO GUARANTY (this
    “Amendment”) is made as of November 11,
    2008, by Covanta Energy Corporation (“Covanta”)
    and acknowledged and agreed by Ridgewood Providence Power
    Partners, L.P. (“RPPP”), Ridgewood Rhode Island
    Generation, LLC (“RRIG”) and Linwood 0708 LLC
    (“Linwood”).



 




    RECITALS



 



    WHEREAS, Covanta executed and delivered to RPPP, RRIG and
    Linwood a guaranty dated as of August 19, 2008 (the
    “Guaranty”), pursuant to the terms of that
    certain Backup Certificate Agreement, dated as of
    August 19, 2008; and



 



    WHEREAS, the Guaranty was executed and delivered in connection
    with the execution and delivery of that certain Purchase and
    Sale Agreement, dated August 19, 2008, as amended (the
    “Purchase Agreement”), by and among the parties
    thereto; and



 



    WHEREAS, the parties to the Purchase Agreement have agreed to
    certain amendments to the Purchase Agreement pursuant to a First
    Amendment to Purchase and Sale Agreement, dated as of the date
    hereof, which amendment requires in part corresponding
    amendments to other documents, including the Guaranty.



 



    NOW, THEREFORE, in consideration of the foregoing, the mutual
    covenants contained herein and other good and valuable
    consideration, the receipt and sufficiency of which are hereby
    acknowledged, the Parties, intending to be legally bound, agree
    as follows:



 



    1. The Guaranty is amended so that “$7,300,000”
    in the second paragraph thereof is deleted, and
    “$3,000,000” is inserted in its place.



 



    2. Capitalized terms used and not otherwise defined herein
    shall have the meanings attributed thereto in the Guaranty. Upon
    execution hereof, each reference in the Guaranty to “this
    Agreement,” “hereby,” “herein,”
    “hereof” or words of similar import referring to the
    Guaranty shall mean and refer to the Guaranty as amended by this
    Amendment.



 



    3. Except as specifically amended hereby, all terms and
    provisions contained in the Guaranty shall remain unchanged and
    in full force and effect.



 



    4. This Amendment shall be construed in accordance with,
    and governed by, the laws of the State of New York, excluding
    its conflicts of laws provisions.



 




    [Signature
    Page Follows]




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    [Signature
    Page to First Amendment to Guaranty]



 



    IN WITNESS WHEREOF, Covanta has executed this Amendment
    effective for all purposes as of the date first above written.



 



    COVANTA ENERGY CORPORATION



 


			
	 	    By: 
	
    /s/  Anthony
    J. Orlando









    Name:     Anthony J. Orlando



			
	 	    Title: 
	
    President and Chief Executive Officer




 



    Acknowledged and agreed by:



 



    RIDGEWOOD PROVIDENCE POWER PARTNERS, L.P.



 


			
	 	    By: 
	
    Ridgewood Providence Power Corporation, its General Partner

	 
	 	    By: 
	
    /s/  Randall
    D. Holmes









    Name:     Randall D. Holmes



			
	 	    Title: 
	
    President and Chief Executive Officer




 



    RIDGEWOOD RHODE ISLAND GENERATION, LLC



 


			
	 	    By: 
	
    Ridgewood Management Corporation, its Manager

	 
	 	    By: 
	
    /s/  Randall
    D. Holmes









    Name:     Randall D. Holmes



			
	 	    Title: 
	
    President and Chief Executive Officer




 



    LINWOOD 0708 LLC



 


			
	 	    By: 
	
    Ridgewood Renewable Power LLC, its Manager

	 
	 	    By: 
	
    /s/  Randall
    D. Holmes









    Name:     Randall D. Holmes



			
	 	    Title: 
	
    President and Chief Executive Officer





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