EX-10.5








    Exhibit 10.5



 




    FIRST
    AMENDMENT TO AGENCY AGREEMENT



 



    THIS FIRST AMENDMENT TO AGENCY AGREEMENT (this
    “Amendment”) is made as of November 11,
    2008, by and among Indeck Maine Energy, LLC (“Indeck
    Maine”), Ridgewood Providence Power Partners, L.P.
    (“RPPP”), Ridgewood Rhode Island Generation,
    LLC (“RRIG”), Linwood 0708 LLC
    (“Linwood” and together with RPPP, RRIG
    “Sellers”) and Ridgewood Power Management, LLC
    ( “RPM”), as Sellers’ duly authorized
    agent for the purpose of administering Sellers’ rights and
    obligations under the Agreement (as defined in Section 1(b)
    below). This Amendment is also acknowledged by Ridgewood
    Electric Power Trust III, Ridgewood Electric Power
    Trust IV, Ridgewood Electric Power Trust V and
    Ridgewood Power B Fund/Providence Expansion (collectively, the
    “Acknowledging Entities”). Indeck Maine,
    Sellers and RPM are referred to herein individually as a
    “Party” and collectively, as the
    “Parties,” and the Acknowledging Entities are
    not “Parties.”



 




    RECITALS



 



    WHEREAS, the Parties are all of the parties to that
    certain Agency Agreement, dated as of August 19, 2008, (the
    “Agency Agreement”) that 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.



 



    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 Agency Agreement.



 



    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 recitals to the Agency Agreement are amended as
    follows:



 



    (a) The second recital is amended to add the words “as
    amended” immediately prior to the words “(the
    “Purchase and Sale Agreement”).”



 



    (b) The third recital is amended to read in its entirety as
    follows:



 



    “WHEREAS, under that certain Assignment, Assumption,
    Release and Amendment to the Agreement dated as of July 31,
    2008 (the “Amendment”), Indeck Maine agreed to
    assign its respective rights and obligations under the
    Previously Effective Agreement to Linwood and Linwood agreed to
    assume such rights and obligations as of the Effective Date (as
    defined in Section 1 below) (the Previously Effective
    Agreement, as amended by the Amendment and as further amended or
    modified from time to time, is referred to herein as the
    “Agreement”);”



 



    (c) The fifth recital is amended to add the words “,
    as amended” immediately prior to the words “(the
    “Backup Agreement”).”



 



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



 



    3. Except as specifically amended hereby, all terms and
    provisions contained in the Agency Agreement shall remain
    unchanged and in full force and effect. The Agency Agreement, as
    amended by this Amendment, constitutes the entire understanding
    of the Parties regarding the subject matter thereof and cannot
    be modified except by written agreement of the Parties.



 



    4. This Amendment may be executed in one or more
    counterparts, all of which shall be considered one and the same
    agreement and shall become effective when one or more
    counterparts have been signed by each of the Parties and
    delivered to the other Parties, it being understood that all
    Parties need not sign the same counterpart.



 



    5. This Amendment is governed by and construed in
    accordance with the laws of the State of New York without giving
    effect to conflict of law principles.





    [Signature
    Page Follows]



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    [Signature
    Page to First Amendment to Agency Agreement]



 



    IN WITNESS WHEREOF, the parties hereto have executed this
    Amendment effective for all purposes as of the date first above
    written.



 


	 	 	 	 	 	 	 
	
 
	
 
	
 
	
 
	
 

	
    LINWOOD 0708 LLC
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
    INDECK MAINE ENERGY, 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

	
 
	
 
	
 
	
 
	
 

	
    RIDGEWOOD RHODE ISLAND GENERATION, LLC
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
    RIDGEWOOD PROVIDENCE POWER PARTNERS, L.P.

	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    By:
	
 
	
    Ridgewood Management Corporation, its Manager
	
 
	
    By:
	
 
	
    Ridgewood Providence Power Corporation, its General Partner

	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    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 POWER MANAGEMENT LLC
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    By:
	
 
	
    Ridgewood Management Corporation, its Manager
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    By:
	
 
	
    /s/  Randall
    D. Holmes


    

	
 
	
 
	
 
	
 

	
 
	
 
	
    Name: Randall D. Holmes
	
 
	
 
	
 
	
 

	
 
	
 
	

    Title: President and Chief Executive Officer


	
 
	
 
	
 
	
 









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    Acknowledged by each party below as of the date first written
    above:



 


	 	 	 	 	 	 	 
	
 
	
 
	
 

	
    RIDGEWOOD ELECTRIC POWER TRUST IV
	
 
	
    RIDGEWOOD ELECTRIC POWER TRUST III

	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    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 POWER B FUND/PROVIDENCE EXPANSION
	
 
	
    RIDGEWOOD ELECTRIC POWER TRUST V

	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    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









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