EX-10.4








    Exhibit 10.4





    FIRST
    AMENDMENT TO

    CERTIFICATE SALE SUPPORT AGREEMENT



 



    This First Amendment to Certificate Sale Support Agreement (this
    “Amendment”) is dated as of November 11,
    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, the Parties and RRP are all of the parties to that
    certain Certificate Sale Support Agreement, dated as of
    July 31, 2008, (the “Agreement”) that was
    executed and delivered in connection with, among other things,
    the expected sale of the interests in Indeck Maine, which sale
    is provided for in that certain Purchase and Sale Agreement,
    dated August 19, 2008 (the “PSA”), by and
    among the parties thereto.



 



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



 



    NOW, THEREFORE, in consideration of the foregoing and the mutual
    agreements contained herein, and for other good and valuable
    consideration, the receipt and sufficiency of which are hereby
    acknowledged, the parties hereto, intending to become legally
    bound, agree as follows:



 



    1. The second and third Recitals in the Agreement are
    amended to read in their entirety as follows:



 



    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 and as further amended and modified from time to time,
    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), which amount
    is decreased and refunded on a quarterly basis pursuant to the
    Certificate Purchase Agreement (the “New Deposit
    Amount”);



 



    2. Section 1 of the Agreement is amended to read in
    its entirety 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 as of the date of this Agreement, 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 and
    unless and until the



1









 






    Transaction Effective Date occurs, and subject to pro rata
    reductions in accordance with Section 7 of this Agreement,
    are set forth on Schedule 1.



 



    3. Section 2 of the Agreement is amended to read in
    its entirety as follows:



 



    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). On the Transaction Effective Date,
    RRP will calculate any additional amount that a Trust or IES is
    required to pay or receive in order to effect the overall
    allocation of the New Deposit Amount among the Trusts and IES
    set forth on Schedule 2(b), which calculation shall be
    binding upon the Trusts and IES absent manifest error. To the
    extent that any Trust or IES is required to make such a payment,
    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 in order to effect the overall allocation
    of the New Deposit Amount 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 percentage interests of the Trusts and IES in the
    Account (including any releases from the Account) are as set
    forth on Schedule 1 (prior to the Transaction Effective
    Date) and Schedule 2(b) (as of and after the Transaction
    Effective Date), regardless of where legal title to the New
    Deposit Amount may reside, and any amounts held in the Account
    are subject to the rights and security interests of
    Constellation in such interests.



 



    4. Schedule 1 to the Agreement is amended in its
    entirety to read as Exhibit A to this Amendment.



 



    5. Schedule 2(b) to the Agreement is amended in its
    entirety to read as Exhibit B to this Amendment.



 



    6. In connection with the transactions contemplated by the
    PSA, as amended by the PSA Amendment, Linwood agrees, and the
    other Parties and RRP acknowledge, that on the Transaction
    Effective Date Linwood will acquire the “Renewable Energy
    Certificates” and “Accounts Receivable” described
    in Exhibit M to the PSA, as added to the PSA by the PSA
    Amendment, not in its individual capacity but as agent for
    Ridgewood Maine, L.L.C. (“RM”) and IES. Linwood will
    use commercially reasonable efforts to collect the amounts due
    on the Accounts Receivable. To the extent that Linwood receives
    payment on those Accounts Receivable or sells those Renewable
    Energy Certificates as agent for RM and IES, Linwood will pay
    the net amount received, after the payment of all commissions
    and other transaction expenses made to third parties, according
    to Section 7(d) of the Sellers Omnibus Agreement dated as
    of August 19, 2008 among RM, IES and, for certain limited
    purposes, RRP, as amended (which payment will be effected by
    Linwood paying that net amount to RM, as escrow agent for RM and
    IES, and RM, as such escrow agent, disbursing those amounts
    according to Section 7(d) of the Sellers Omnibus
    Agreement); provided, however, that except as set forth in this
    paragraph 6, Linwood shall have no obligation to sell or
    otherwise realize any value from any such Renewable Energy
    Certificates.



 



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



 



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



2









 






    9. 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 RRP and
    delivered to the other Parties and RRP, it being understood that
    all Parties and RRP need not sign the same counterpart.



 



    10. This Agreement shall be governed and construed in
    accordance with the laws of the State of New York.



 




    [Signature
    Page Follows]
    



3









 






    IN WITNESS WHEREOF, the Parties and RRP 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






4









 





	 	 	 
	
    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


	
 
	
 









5









 







    Exhibit A
    to First Amendment to

    Certificate Sale Support Agreement



 




    SCHEDULE 1

    



 




    Interests
    in New Deposit Amount

    





    Prior to
    Transaction Effective Date



 


	 	 	 	 	 	 	 	 	 
	
 
	
 
	
    Amount of Interest in

    
	
 
	
 
	
 
	
 

	
 
	
 
	
    New Deposit Amount

    
	
 
	
 
	
 
	
 

	
 
	
 
	
    as of the Date of this

    
	
 
	
 
	
    Percentage Interest in

    
	
 

	

    Name of Party


	
 
	
    Agreement
	
 
	
 
	
    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
	
    %









6









 







    Exhibit B
    to First Amendment to

    Certificate Sale Support Agreement



 




    SCHEDULE 2(b)

    



 




    Interests
    in New Deposit Amount

    





    As of
    Transaction Effective Date



 


	 	 	 	 	 
	

    Name of Party


	
 
	
    Percentage Interest in New Deposit Amount
	
 

	 

	

    Trust I


	
 
	
 
	
    0.73
	
    %

	

    Trust III


	
 
	
 
	
    0.65
	
    %

	

    Trust IV


	
 
	
 
	
    26.84
	
    %

	

    Trust V


	
 
	
 
	
    25.67
	
    %

	

    B Fund


	
 
	
 
	
    4.1
	
    %

	

    IES


	
 
	
 
	
    42.01
	
    %

	

    TOTAL


	
 
	
 
	
    100
	
    %









7