DEFA14A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported) November 13, 2008

RIDGEWOOD ELECTRIC POWER TRUST V

(Exact Name of Registrant as Specified in Charter)

Delaware	0-24143	22-3437351
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

1314 King Street, Wilmington, DE	19801
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code (302) 888-7444

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

þ     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 1.01. Entry into a Material Definitive Agreement.
	Item 9.01. Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
EX-2.1: FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT
EX-10.1: FIRST AMENDMENT TO BACKUP CERTIFICATE AGREEMENT
EX-10.2: FIRST AMENDMENT TO GUARANTY OF COVANTA ENERGY CORP.
EX-10.3: FIRST AMENDMENT TO SELLERS OMNIBUS AGREEMENT
EX-10.4: FIRST AMENDMENT TO CERTIFICATE SALE SUPPORT AGREEMENT
EX-10.5: FIRST AMENDMENT TO AGENCY AGREEMENT

Item 1.01. Entry into a Material Definitive Agreement.

Introduction

          As disclosed in Current Reports on Form 8-K (together, the “August Forms 8-K”) filed with the Securities and Exchange Commission (the “SEC”) by Ridgewood Electric Power Trust IV (“Trust IV”) and Ridgewood Electric Power Trust V (“Trust V”, and together with Trust IV, the “Trusts”), respectively, on August 25, 2008, Ridgewood Maine L.L.C. (“Ridgewood Maine”) and Indeck Energy Services, Inc. (“Indeck Energy” and together, the “Sellers”) entered into a Purchase and Sale Agreement (the “Purchase and Sale Agreement”) to sell 100 percent of the membership interests of Indeck Maine Energy, LLC (“Indeck Maine”) to Covanta Energy Corporation (the “Buyer”) for cash, pursuant to the terms and subject to the conditions of such Purchase and Sale Agreement (the “Sale”). Ridgewood Maine is owned 50% by Trust IV and 50% by Trust V. The Purchase and Sale Agreement was filed as an exhibit to each of the August Forms 8-K. The allocation of proceeds from the Sale were to be allocated between the Sellers pursuant to the Sellers Omnibus Agreement (the “Sellers Omnibus Agreement”) among the Sellers and, for certain limited purposes, Ridgewood Renewable Power, LLC, the Managing Shareholder of each of the Trusts (“RRP”).

          In addition, also as disclosed in the August Forms 8-K, Trust V, Trust IV and certain of their affiliates, made certain changes in their relationship with a power marketer that purchases Renewable Portfolio Standard Attributes (“RPS Attributes”) produced by the Indeck Maine facilities and by the methane gas powered electric generating facilities owned by Trust IV and affiliated entities, pursuant to an amendment to that agreement and pursuant to the terms of a Backup Certificate Agreement (the “Backup Certificate Agreement”), a Certificate Sale Support Agreement (the “Certificate Sale Support Agreement”) and an Agency Agreement (the “Agency Agreement”), each of which was described in the August Forms 8-K and was filed as an exhibit thereto.

          The Purchase and Sale Agreement, together with the Backup Certificate Agreement, the Certificate Sale Support Agreement, the Agency Agreement, the Sellers Omnibus Agreement and the Guaranty of Covanta (the “Guaranty of Covanta”), filed to each of the August 2008 Forms 8-K are referred to herein collectively as the “Agreements.”

          The disclosure under Item 1.01 of the August Forms 8-K is incorporated herein by reference.

Amendments to Agreements

          On November 12, 2008 (the “Amendment Date”), the parties to each of the respective Agreements entered into amendments thereto (collectively, the “Amendments”), as described below. Among other things, the Amendments:

• make later the date on which either the Sellers or the Buyer can terminate the Purchase and Sale Agreement from October 31, 2008 to January 31, 2009 (which could become February 28, 2009 in certain circumstances);

• reduce the purchase price to be paid to the Sellers in the Sale;

• change the effective date for the purpose of determining the amount of the working capital payment from a date prior to the closing date, to the closing date with a post-closing net working capital true-up adjustment;

• provide for $2,500,000 of the Sale proceeds to be escrowed by the Sellers to be available if the Sellers are required to pay the Buyer as a result of the working capital adjustment;

• provide for the Sellers to take an assignment of certain accounts receivable and RPS Attributes related to electricity generated by the Indeck Maine facilities prior to the closing of the Sale;

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• provide for Linwood 0708 LLC (“Linwood”), to act as agent for the Sellers in receiving, selling and collecting on the RPS Attributes and accounts receivable transferred to the Sellers; and

• reduce the cap on Covanta’s guaranty of Indeck Maine’s obligations regarding RPS Attributes after the closing of the Sale.

          RRP, which manages each of the Trusts, is controlled by Robert E. Swanson, who is the manager, chairman, and, together with his family trusts, owns all of the membership interests of RRP. Ridgewood Maine is managed by Ridgewood Penobscot Management Corporation (“Ridgewood Penobscot”), a corporation for which Mr. Swanson is the sole director. Ridgewood Maine holds a preferred interest in Indeck Maine, and Indeck Energy, which is not affiliated with the Trusts, RRP or Ridgewood Penobscot, holds the subordinate interest in Indeck Maine. In addition to these interests, as of the Amendment Date, Ridgewood Maine and Indeck Energy also hold notes issued by Indeck Maine that are to be converted into senior preferred membership interests in Indeck Maine prior to closing of the Sale pursuant to the terms and conditions of the Sellers Omnibus Agreement, as amended. Ridgewood Maine and Indeck Energy together own 100% of Indeck Maine.

          First Amendment to Purchase and Sale Agreement

          On November 12, 2008, the First Amendment to the Purchase and Sale Agreement (the “PSA Amendment”), dated as of November 11, 2008, was entered into among the Sellers, the Buyer, and for certain limited purposes, Indeck Maine. The PSA Amendment provides that the Purchase and Sale Agreement may be terminated by the Sellers or by the Buyer if the closing of the Sale does not occur by January 31, 2009, provided that such date may be extended to February 28, 2009 under certain circumstances in accordance with the PSA Amendment.

          Under the PSA Amendment, the terms of the Sale were modified to, among other things, reduce the total estimated proceeds of the Sale at closing from approximately $91.4 million to approximately $65.9 million, which amount (i) includes the payment to the Sellers of $52 million in cash plus an amount equal to the estimated net working capital of Indeck Maine as of the closing date, minus (ii) payments of $1,105,118 for retention payments to, and $56,873 for accrued vacation time for the on-site staff of Indeck Maine’s facilities. The amount of the payment of the estimated working capital of Indeck Maine made on the closing date is subject to adjustment, generally within 90 days following the closing, to reflect the difference between actual net working capital at the closing versus estimated net working capital. The PSA Amendment includes mutual covenants of the Buyer and Sellers that each will have sufficient funds to pay for any adjustment to net working capital and the Sellers have provided for a $2,500,000 amount to be paid into escrow at closing for this purpose.

          In addition, at the closing of the Sale, Indeck Maine will distribute to the Sellers certain accounts receivable resulting from the sale of RPS Attributes delivered and not yet fully paid for which are associated with electricity produced by Indeck Maine’s projects prior to the closing, as well as any produced but unsold RPS Attributes associated with electricity that is produced by Indeck Maine’s projects prior to the closing (the “Pre-Closing REC Rights”). Indeck Maine will assign both of these Pre-Closing REC Rights to an entity chosen by the Sellers (which is currently expected to be Linwood) to act as agent for the Sellers to collect amounts owed, or sell and collect amounts, with respect to the Pre-Closing REC Rights. Sellers agree to cause their affiliates to pay, perform and discharge the liabilities and obligations associated with the sale of the Pre-Closing REC Rights and to indemnify the Buyer for their failure to do so.

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          The PSA Amendment also requires that Indeck Maine contract to extend certain transmission-related service contracts prior to the closing, updates the disclosure schedules to the Purchase and Sale Agreement and includes a confirmation by the Sellers of their representations and warranties in the Purchase and Sale Agreement as of the Amendment Date.

          First Amendment to Backup Certificate Agreement

          On November 12, 2008, the First Amendment to the Backup Certificate Agreement (the “Amendment to Backup Certificate Agreement”), dated as of November 11, 2008, was entered into by and among Indeck Maine, Ridgewood Providence Power Partners, L.P. (“Ridgewood Providence”), Ridgewood Rhode Island Generation, LLC (“Ridgewood Rhode Island”), Linwood, Rhode Island LFG Genco, LLC (“Rhode Island Genco” and together with Ridgewood Providence, Ridgewood Rhode Island and Linwood, the “Backup Purchasers”), and for certain limited purposes, Ridgewood Power Management LLC (“RPM”) and the Buyer. The Amendment to Backup Certificate Agreement modifies Indeck Maine’s obligation to provide RPS Attributes to the Backup Purchasers to be used in satisfaction of Ridgewood Providence’s, Ridgewood Rhode Island’s and Linwood’s obligations under that certain agreement with the power marketer to provide such power marketer with the RPS Attributes. This modification reflects the fact that the PSA Amendment provides that certain RPS Attributes associated with electricity produced by the Indeck Maine’s facilities prior to the closing of the Sale will be transferred from Indeck Maine to Linwood or another entity designated by the Sellers and, as a result, those RPS Attributes will no longer be available to Indeck Maine to satisfy its obligations under the Backup Certificate Agreement.

          First Amendment to Guaranty of Covanta

          On November 12, 2008, the First Amendment to the Guaranty of Covanta (the “Amendment to Guaranty”), dated as of November 11, 2008, was made by the Buyer and acknowledged and agreed by Ridgewood Providence, Ridgewood Rhode Island and Linwood. Under the Amendment to Guaranty, the cap on the amount of the guaranty provided by Buyer to the Backup Purchasers guaranteeing the obligations of Indeck Maine to pay damages under the Backup Certificate Agreement has been reduced from $7,300,000 to $3,000,000. This reduction reflects, in part, the modification of Indeck Maine’s obligations that were effected by the Amendment to Backup Certificate Agreement.

          First Amendment to Sellers Omnibus Agreement

          On November 12, 2008, the First Amendment to the Sellers Omnibus Agreement (the “Amendment to Sellers Omnibus Agreement”), dated as of November 11, 2008, was entered into by and among the Sellers and, for certain limited purposes, RRP. Under the Amendment to Sellers Omnibus Agreement, in order to provide for the possibility of the Sellers having to make a payment to Buyer pursuant to the net working capital adjustment provided for in the PSA Amendment, the Sellers have agreed to escrow $2,500,000 of the proceeds of the Sale (with 55% of that escrow being provided by Ridgewood Maine and 45% of that escrow being provided by Indeck Energy). The funds will remain in escrow until the final net working capital adjustment is determined, and in the event of an adjustment in favor of the Buyer, the payment of the adjustment will come out of the escrowed funds. Any portion of the escrowed funds left will be distributed to Sellers from the escrow. Ridgewood Maine will act as the escrow agent for the escrowed funds.

          The Amendment to Sellers Omnibus Agreement also provides that Linwood, will collect amounts due with respect to Pre-Closing REC Rights and remit them to Sellers with 45% of the net proceeds from such collections going to Indeck Energy and 55% of those net proceeds going to Ridgewood Maine.

          Additionally, under the Amendment to Sellers Omnibus Agreement, the Sellers have amended the

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distribution provisions of the Indeck Maine operating agreement to provide that upon the contribution to Indeck Maine of certain promissory notes previously issued to the Sellers for loans made by them to Indeck Maine, the senior preferred membership interests issued in exchange for the contributions will have the first right to payments from Indeck Maine’s cash flow until they receive the full value of such interests.

          First Amendment to Certificate Sale Support Agreement

          On November 12, 2008, the First Amendment to the Certificate Sale Support Agreement (the “Amendment to the Certificate Sale Support Agreement”), dated as of November 11, 2008, was entered into by and among the Sellers, Linwood, Ridgewood Rhode Island, Ridgewood Providence, Rhode Island Genco, Indeck Energy, Ridgewood Electric Power Trust I, Ridgewood Electric Power Trust III (“Trust III”), Trust IV, Trust V, Ridgewood Power B Fund/Providence Expansion (“B Fund”) and RRP. Under the Amendment to Certificate Sale Support Agreement, Linwood, will hold the RPS Attributes and accounts receivable transferred to it at the closing of the Sale as agent for the Sellers and will use commercially reasonable efforts to collect amounts due relating to the RPS Attributes and accounts receivable. The Amendment to the Certificate Sale Support Agreement also makes changes to the provisions regarding the security deposit provided to a power marketer under an agreement for the sale of RPS Attributes to reflect the decrease in the amount of such deposits and the manner in which the total amount of that deposit will be reduced over the remaining term of that agreement.

          First Amendment to Agency Agreement

          On November 12, 2008, the First Amendment to the Agency Agreement (the “Amendment to Agency Agreement”), dated as of November 11, 2008, was entered into by and among Ridgewood Providence, Ridgewood Rhode Island, Linwood, RPM and Indeck Maine and acknowledged by Trust III, Trust IV, Trust V and B Fund. Under the Amendment to Agency Agreement, the reference to the Backup Certificate Agreement has been amended to reflect the amendment of such agreement.

          The foregoing description of the Sale and the Amendments does not purport to be complete and is qualified in its entirety by reference to the full text of the PSA Amendment, the Amendment to Backup Certificate Agreement, the Amendment to Guaranty, the Amendment to Sellers Omnibus Amendment, the Amendment to Certificate Sale Support Agreement and the Amendment to Agency Agreement, each of which is filed as an exhibit to this report and is incorporated by reference herein.

Forward-looking Information

          This Current Report on Form 8-K and the exhibits furnished herewith contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include statements regarding expectations as to the completion of the Sale and the other transactions contemplated by the Purchase and Sale Agreement, as amended. The forward-looking statements contained herein involve risks and uncertainties that could cause actual results to differ materially from those referred to in the forward-looking statements. Such risks include, but are not limited to, the ability of the parties to the Purchase and Sale Agreement to satisfy the conditions to closing specified in the Purchase and Sale Agreement, as amended.

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Additional Information and Where to Find It

          This report may be deemed to be solicitation material in respect of the Sale by the Trusts, to the extent that it is ultimately determined that approval of the shareholders of one or both of the Trusts would be required to consummate the transaction. To the extent so required, each Trust will file with the SEC a definitive consent statement to be used by such Trust to solicit the approval of its shareholders for the Sale. You are urged to read the consent statements regarding the Sale, if and when it becomes available, and any other relevant documents filed by the Trusts with the SEC, as well as any amendments or supplements to any such consent statement, because they will contain important information. You can obtain free copies of any such materials (including any consent statement) filed by the Trusts with the SEC, as well as other filings containing information about each of the Trusts at the SEC’s Internet Site (http://www.sec.gov). Each Trust will also provide copies of any such consent statement and other information filed with the SEC by such Trust to any shareholder of the Trust, at the actual cost of reproduction, upon written request to Daniel V. Gulino, Esq., General Counsel, or via telephone at (201) 447-9000.

Item 9.01. Financial Statements and Exhibits.

          (d) Exhibits.

Exhibit No.	Title
2.1	First Amendment to Purchase and Sale Agreement, dated as of November 11, 2008, by and among Ridgewood Maine, L.L.C., Indeck Energy Services, Inc., Covanta Energy Corporation, and for certain limited purposes Indeck Maine Energy, LLC
10.1	First Amendment to Backup Certificate Agreement, dated as of November 11, 2008, by and among Indeck Maine Energy, LLC, Ridgewood Providence Power Partners, L.P., Ridgewood Rhode Island Generation, LLC, Linwood 0708 LLC, Rhode Island LFG Genco, LLC, and for certain limited purposes, Ridgewood Power Management LLC and Covanta Energy Corporation
10.2	First Amendment to Guaranty of Covanta Energy Corporation, dated as of November 11, 2008
10.3	First Amendment to Sellers Omnibus Agreement, dated as of November 11, 2008, by and among Ridgewood Maine, L.L.C. and Indeck Energy Services, Inc. and, for certain limited purposes, Ridgewood Renewable Power LLC
10.4	First Amendment to Certificate Sale Support Agreement, dated as of November 11, 2008, by and among Linwood 0708 LLC, Ridgewood Rhode Island Generation, LLC, Ridgewood Providence Power Partners, L.P., Rhode Island LFG Genco, LLC, Indeck Energy Services, Inc., Ridgewood Electric Power Trust I, Ridgewood Electric Power Trust III, Ridgewood Electric Power Trust IV, Ridgewood Electric Power Trust V, Ridgewood Power B Fund/Providence Expansion and Ridgewood Renewable Power, LLC
10.5	First Amendment to Agency Agreement, dated as of November 11, 2008, among Ridgewood Providence Power Partners, L.P., Ridgewood Rhode Island Generation, LLC, Linwood 0708 LLC, Ridgewood Power Management, LLC and Indeck Maine Energy, LLC

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SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	RIDGEWOOD ELECTRIC POWER TRUST V
Date: November 13, 2008	By:	/s/ JEFFREY H. STRASBERG
		Name:	Jeffrey H. Strasberg
		Title:	Executive Vice President and Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.	Title
2.1	First Amendment to Purchase and Sale Agreement, dated as November 11, 2008, by and among Ridgewood Maine, L.L.C., Indeck Energy Services, Inc., Covanta Energy Corporation, and for certain limited purposes Indeck Maine Energy, LLC
10.1	First Amendment to Backup Certificate Agreement, dated as of November 11, 2008, by and among Indeck Maine Energy, LLC, Ridgewood Providence Power Partners, L.P., Ridgewood Rhode Island Generation, LLC, Linwood 0708 LLC, Rhode Island LFG Genco, LLC, and for certain limited purposes, Ridgewood Power Management LLC and Covanta Energy Corporation
10.2	First Amendment to Guaranty of Covanta Energy Corporation, dated as of November 11, 2008
10.3	First Amendment to Sellers Omnibus Agreement, dated as of November 11, 2008, by and among Ridgewood Maine, L.L.C. and Indeck Energy Services, Inc. and, for certain limited purposes, Ridgewood Renewable Power LLC
10.4	First Amendment to Certificate Sale Support Agreement, dated as of November 11, 2008, by and among Linwood 0708 LLC, Ridgewood Rhode Island Generation, LLC, Ridgewood Providence Power Partners, L.P., Rhode Island LFG Genco, LLC, Indeck Energy Services, Inc., Ridgewood Electric Power Trust I, Ridgewood Electric Power Trust III, Ridgewood Electric Power Trust IV, Ridgewood Electric Power Trust V, Ridgewood Power B Fund/Providence Expansion and Ridgewood Renewable Power, LLC
10.5	First Amendment to Agency Agreement, dated as of November 11, 2008, among Ridgewood Providence Power Partners, L.P., Ridgewood Rhode Island Generation, LLC, Linwood 0708 LLC, Ridgewood Power Management, LLC and Indeck Maine Energy, LLC

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EX-2.1

Exhibit 2.1

FIRST AMENDMENT TO
PURCHASE AND SALE AGREEMENT

This First Amendment to Purchase and Sale Agreement (this “Amendment”) is entered into as of November 11, 2008 by and among Ridgewood Maine, L.L.C., a Delaware limited liability company (“RM”), and Indeck Energy Services, Inc., an Illinois corporation, (“IES” and together with RM, “Sellers”), Covanta Energy Corporation, a Delaware corporation (“Buyer”), and solely for purposes of Sections 6.2, 6.3, 6.4, 6.10(a), 6.11 through 6.14 and 6.16 of the Agreement (defined below), Indeck Maine Energy, LLC, an Illinois limited liability company, (the “Company” and together with Sellers and Buyer, the “Parties”).

WHEREAS, Sellers, Buyer and, for limited purposes, the Company, are parties to that certain Purchase and Sale Agreement dated as of August 19, 2008 (the “Agreement”) which provides, among other things, for the sale of all of Sellers’ membership interests in the Company to Buyer; and

WHEREAS, the Parties wish to amend the Agreement in accordance with Section 13.12 thereof, as set forth herein;

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

1. New Defined Terms.   Section 1 of the Agreement is amended to add the following terms:

“Adjustment Documents” is defined in Section 2.4(d).

“Amendment” means the First Amendment to Purchase and Sale Agreement, entered into as of November 11, 2008, by and among the Parties.

“Closing Date Balance Sheet” is defined in Section 2.4(c).

“Closing Net Working Capital” means the net working capital of the Company as of the Closing Date based on the Closing Date Balance Sheet.

“Dominion Agreement” is defined in Section 2.4(b).

“Dominion REC Rights” is defined in Section 2.4(b).

“Estimated Net Working Capital” means the estimated net working capital of the Company as of the expected Closing Date, as calculated in accordance with Schedule 2.4(b).

“Estimated Working Capital Payment” means a payment in an amount equal to Estimated Net Working Capital.

“Independent Accounting Firm” is defined in Section 2.4(e).

“Initial Purchase Price” is defined in Section 2.1(b).

“GIS Transfer Account” is defined in Section 2.4(b).

“Net Working Capital Adjustment” is defined in Section 2.4(a).

“NEPOOL” means the New England Power Pool.

“Objection Notice” is defined in Section 2.4(d).

“Pre-Closing REC Rights” is defined in Section 2.4(b).

“Transfer and Assignment of Renewable Energy Credits” is defined in Section 2.4(b).

2. Deleted Defined Terms.  Section 1 of the Agreement is amended to delete the following terms in their entirety:

“Interest Rate” means 4.26% per annum.

“Net Working Capital” shall mean the net working capital of the Company, which shall be an amount equal to $8,956,817.

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“Working Capital Payment” means a payment in an amount equal to Net Working Capital.

3. Amended Defined Terms.   The following defined terms in Section 1 of the Agreement are amended in their entirety to read as follows:

“GAAP” means United States generally accepted accounting principles, consistently applied throughout the specified period and in the immediate prior fiscal year.

“Retention Amount” means $1,105,117.98.

“Vacation Accrual Amount” means $56,873.00.

4. Exhibits to the Agreement.

(a) The Agreement is amended by deleting Schedule 5 “Capital Commitments” to the Agreement and replacing it with a new Schedule 5 “Capital Commitments” in the form attached as Exhibit A hereto.

(b) Exhibit C to the Agreement is amended by adding to it the amendment to the Agency Agreement in the form of Exhibit C hereto.

(c) Exhibit D to the Agreement is amended by adding to it the amendment to the Employee Transfer Agreement in the form of Exhibit D hereto.

(d) Exhibit F to the Agreement is amended by adding to it the amendment to the Backup Agreement in the form of Exhibit E hereto.

(e) Exhibit G to the Agreement is amended by adding to it the amendment to the Sellers Omnibus Agreement in the form of Exhibit F hereto.

(f) Exhibit J to the Agreement is amended by adding to it the amendment to the Buyer Guaranty in the form of Exhibit G hereto.

(g) The Agreement is amended by adding a new Exhibit M thereto in the form of Exhibit H hereto.

5. Section 2.1(b) of the Agreement is amended in its entirety to read as follows:

“(b) In consideration for the sale, assignment, transfer and conveyance described in Section 2.1(a), at the Closing, Buyer shall pay to Sellers, and Sellers shall accept from Buyer, an aggregate amount equal to (i) Fifty Two Million Dollars ($52,000,000) (the “Initial Amount”) plus (ii) the Estimated Working Capital Payment, minus (iii) the Retention Amount, minus (iv) the Vacation Accrual Amount (such aggregate amount being referred to herein as the “Initial Purchase Price”). The Initial Purchase Price shall be payable at the Closing by wire transfer of immediately available funds to Sellers in accordance with written instructions of Sellers given to Buyer at least three (3) Business Days prior to the Closing. Following the Closing, the Initial Purchase Price shall be adjusted as provided in Section 2.4, and the Initial Purchase Price as so adjusted shall be the “Purchase Price.””

6. Section 2 of the Agreement is amended to add a new Section 2.4 to read in its entirety:

“2.4  Working Capital Adjustment.

(a) The Initial Purchase Price shall be increased or decreased dollar-for-dollar by the amount that the Closing Net Working Capital on the Closing Date, as finally determined as provided in this Section 2.4, is more than or less than the Estimated Net Working Capital (the “Net Working Capital Adjustment”).

(b) Not less than five (5) days prior to the Closing Date, Sellers shall provide to Buyer a statement showing Sellers’ good faith calculation of the Estimated Net Working Capital, together with a description in reasonable detail as to the method of such calculation. The Estimated Net Working Capital, Closing Net Working Capital and the Net Working Capital Adjustment shall be calculated in accordance with the nature of the items (but not the amounts) indicated on Schedule 2.4(b), except that in no event will any valuation be attributable to, and Buyer shall not purchase, any renewable energy credits or associated attributes (including Certificates, as defined in the Assignment, Assumption, Release and Amendment Agreement) which result from the production of electricity by the Company prior to the Closing Date and which have not been sold to, and fully paid for by, any person prior to the Closing Date (“Pre-Closing REC Rights”). Notwithstanding the foregoing, the Company shall retain any Pre-Closing REC Rights associated with the production of electricity by the Company between January 1, 2009 and the

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Closing Date to the extent that those Pre-Closing REC Rights satisfy the Company’s obligations under the Massachusetts New Renewable Generation Attribute Purchase and Sale Agreement dated April 24, 2008 (the “Dominion Agreement”) between the Company and Dominion Energy Marketing, Inc. (the “Dominion REC Rights”), and the Estimated Net Working Capital, Closing Net Working Capital and the Net Working Capital Adjustment will each include the value of the Dominion REC Rights under the Dominion Agreement. At Closing, Sellers shall cause the Company to transfer to Linwood or such other entity as they may determine in their sole discretion any and all Pre-Closing REC Rights in excess of the Dominion REC Rights pursuant to the Transfer and Assignment of Renewable Energy Credits in the form of Exhibit M hereto (the “Transfer and Assignment of Renewable Energy Credits”). Prior to Closing Sellers shall cause Linwood or such other entity as they may determine in their sole discretion to establish a NEPOOL Generation Information System account in its name or such other name as Sellers may determine in their discretion (the “GIS Transfer Account”), and at the Closing Sellers shall cause the Company to transfer to such GIS Transfer Account on the Closing Date any and all Pre-Closing REC Rights in excess of the Dominion REC Rights that may be transferred to such account pursuant to the Transfer and Assignment of Renewable Energy Credits. Buyer agrees to execute and deliver or to cause the Company to execute and deliver to Linwood or such other entity as they may determine in their sole discretion at any time following the Closing such documents as are reasonably necessary to effect the transfer of Pre-Closing REC Rights in excess of the Dominion REC Rights to Linwood or such other entity as contemplated by this Section 2.4(b). In addition, the Buyer and Sellers agree that: (1) in no event shall any valuation be attributable to, and Buyer shall not purchase, the cash deposit made to Constellation pursuant to the Certificate Purchase Agreement as amended; and (2) in no event shall the calculation of either the Estimated Net Working Capital or the Closing Net Working Capital include any receivable from Linwood or such other entity as contemplated by this Section 2.4(b).

(c) In order to conclusively determine the Closing Net Working Capital and the Net Working Capital Adjustment as of the Closing Date, as soon as reasonably practicable after the Closing Date (but not later than sixty (60) days thereafter), Sellers will (at Sellers’ expense) prepare or cause to be prepared a balance sheet of the Company as of the Closing Date prepared in accordance with GAAP, consistent with the Company’s past practices and this Section 2.4 (the “Closing Date Balance Sheet”). Buyer shall cooperate with Sellers in connection with the preparation of the Closing Date Balance Sheet, and shall provide Sellers with reasonable access to any of the books, records, schedules, analyses, working papers and other information relating to the Company. The Closing Date Balance Sheet shall be supported by such analysis, data and schedules as may be reasonably requested by Buyer.

(d) Sellers shall provide to Buyer on or prior to the date on which the Closing Date Balance Sheet is due pursuant to Section 2.4(c) : (i) the Closing Date Balance Sheet, (ii) a statement of the calculation of the Closing Net Working Capital as of the Closing Date and (iii) a statement of the calculation of the resulting Net Working Capital Adjustment (collectively, the “Adjustment Documents”). The Adjustment Documents shall be final and binding on the Parties, and deemed accepted by Buyer unless, within thirty (30) days after Buyer’s receipt thereof, Buyer provides Sellers with a written notice of objection with respect to the Adjustment Documents (an “Objection Notice”). The Objection Notice shall specify in reasonable detail each item of the Adjustment Documents that Buyer disputes, the nature of any objection so asserted, and the portions of the Adjustment Documents, if any, that Buyer does not dispute. During the 30-day period following the receipt of the Adjustment Documents by Buyer, Sellers shall deliver any and all information Buyer may reasonably request in connection with Buyer’s review of the Adjustment Documents, including Sellers’ working papers relating to the preparation of the Adjustment Documents.

(e) During the 30-day period following the date on which the Objection Notice is received by Sellers, Sellers and Buyer shall meet in an effort to resolve any objections contained therein. If Sellers and Buyer are unable to resolve the dispute within such 30-day period, then any disputed matter set forth in the Objection Notice which remains unresolved shall be submitted for final determination to PricewaterhouseCoopers LLP, or another nationally recognized accounting firm which may be mutually agreed upon by Sellers and Buyer (the “Independent Accounting Firm”). The Independent Accounting Firm shall investigate only those items that are in dispute and shall not assign a value to any item that is (i) greater than the greatest value for such item claimed by either Buyer or Sellers or (ii) lower than the lowest value for such item claimed by either the Buyer or Sellers. The Independent Accounting Firm’s determination shall be based only upon written submissions by Buyer and Sellers, and not upon an independent review by the Independent Accounting Firm. Neither Sellers nor Buyer shall have any ex-parte communications (other than responding to requests of the Independent Accounting Firm for additional information)

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or meetings with the Independent Accounting Firm without the prior consent of the other Party. Within thirty (30) days after the Independent Accounting Firm’s appointment, the Independent Accounting Firm shall render a written report as to the resolution of each disputed matter set forth in the Objection Notice and as to the calculation of the Closing Net Working Capital and Net Working Capital Adjustment and statement of the calculation of the Purchase Price. The Independent Accounting Firm shall have exclusive jurisdiction over, and resort to the Independent Accounting Firm shall be the sole recourse and remedy of the parties against one another or any other Person with respect to, any disputes arising out of or relating to the Adjustment Documents and the Net Working Capital Adjustment. The Independent Accounting Firm’s determination shall be conclusive and binding on all parties and shall be enforceable in a court of law.

(f) The Independent Accounting Firm’s fees and expenses shall be borne by Sellers and Buyer in inverse proportion (as a percentage of the absolute dollar amount disputed) as Sellers and Buyer prevail on the matters resolved by the Independent Accounting Firm. The allocation of such fees and expenses shall be determined by the Independent Accounting Firm at the time of the Independent Accounting Firm’s resolution of the disputed matters set forth in the Objection Notice.

(g) The Adjustment Documents and the Net Working Capital Adjustment shall become final and binding upon the Parties upon the earlier of (i) the failure by Buyer to object thereto within the period permitted under, and otherwise in accordance with, the requirements of Section 2.4(d), (ii) a written agreement between Buyer and Sellers with respect thereto or (iii) the decision by the Independent Accounting Firm with respect to disputes.

(h) Any increase or reduction to the Initial Purchase Price effected by the Net Working Capital Adjustment as determined pursuant to this Section 2.4 shall be paid by Buyer or Sellers (as appropriate) to the other by wire transfer in immediately available funds within five (5) Business Days after the Net Working Capital Adjustment has become binding hereunder together with a rate of interest thereon equal to three and a half percent 3.5% per annum (compounded at the end of each calendar month) from and including the Closing Date until but excluding the date of actual payment.”

7. The Agreement is amended by adding to the Schedules to the Agreement a new Schedule 2.4(b) “Working Capital Calculation” in the form attached as Exhibit B hereto.

8. Amendments to Existing Schedules to the Agreement.

(a) Item 14 of Schedule 4.6(a) to the Agreement is amended in its entirety as follows:

“14. Certificate Purchase and Sale Agreement between Constellation Power Source, Inc., Indeck Maine Energy, L.L.C., Ridgewood Providence Power Partners, L.P. and Ridgewood Rhode Island Generation, LLC and Ridgewood Power Management, LLC (as agent for Seller) dated as of April 30, 2003, as amended by that certain letter agreement dated January 25, 2006, by Amendment No. 1 to Certificate Purchase and Sale Agreement dated as of October 31, 2006, by the Assignment, Assumption, Release and Amendment of Certificate Purchase and Sale Agreement by and among Constellation Energy Commodities Group, Inc., f/k/a Constellation Power Source, Inc., Indeck Maine Energy, L.L.C., Ridgewood Providence Power Partners, L.P., Ridgewood Rhode Island Generation, LLC, Ridgewood Power Management LLC as agent, Ridgewood Electric Power Trust III, Ridgewood Electric Power Trust IV, Ridgewood Electric Power Trust V, Ridgewood Power B Fund/Providence Expansion and Linwood 0708 LLC dated as of July 31, 2008, and by the Waiver, Consent and Amendment of Certificate Purchase and Sale Agreement by and among Constellation Energy Commodities Group, Inc., f/k/a Constellation Power Source, Inc., Indeck Maine Energy, L.L.C., Ridgewood Providence Power Partners, L.P., Ridgewood Rhode Island Generation, LLC, Ridgewood Power Management LLC as agent, Ridgewood Electric Power Trust III, Ridgewood Electric Power Trust IV, Ridgewood Electric Power Trust V, Ridgewood Power B Fund/Providence Expansion, Linwood 0708 LLC and Rhode Island LFG Genco, LLC dated as of October 15, 2008.”

(b) Item 32 of Schedule 4.6(a) of the Agreement is amended in its entirety as follows:

“32. Backup Certificate Agreement among Indeck Maine Energy, L.L.C., Ridgewood Providence Power Partners, L.P., Ridgewood Rhode Island Generation, LLC, Linwood 0708 LLC, Ridgewood Power Management LLC, Rhode Island LFG Genco, LLC and Buyer dated as of August 19, 2008, as amended by First Amendment to Backup Certificate Agreement among Indeck Maine Energy, L.L.C., Ridgewood

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Providence Power Partners, L.P., Ridgewood Rhode Island Generation, LLC, Linwood 0708 LLC, Ridgewood Power Management LLC, Rhode Island LFG Genco, LLC and Buyer dated as of November 11, 2008.”

(c) Item 34 of Schedule 4.6(a) to the Agreement is amended in its entirety as follows:

“34. Massachusetts New Renewable Generation Attribute Purchase and Sale Agreement between Indeck Maine Energy, L.L.C. and Conectiv Energy Supply, Inc. dated as of April 2, 2008, as amended by Amendment No. 1 dated as of August 22, 2008; Confirmation of trade for 22,000 MWh of 2008 NEPOOL GIS-issued renewable energy certificates from Indeck Maine Energy, L.L.C. to Conectiv Energy Supply, Inc., dated April 2, 2008.”

(d) Item 38 of Schedule 4.6(a) to the Agreement is amended in its entirety as follows:

“38. Agency Agreement among Indeck Maine Energy, LLC, Ridgewood Providence Power Partners, L.P., Ridgewood Rhode Island Generation, LLC, Linwood 0708 LLC and Ridgewood Power Management, LLC dated as of August 19, 2008, as amended by First Amendment to Agency Agreement among Indeck Maine Energy, LLC, Ridgewood Providence Power Partners, L.P., Ridgewood Rhode Island Generation, LLC, Linwood 0708 LLC and Ridgewood Power Management, LLC dated as of November 11, 2008.”

(e) Schedule 4.6(a) to the Agreement is amended by adding the following additional Items 40 and 41:

“40. New England Power Pool Agreement dated September 1, 1971, as subsequently amended and restated, and as executed by Indeck Maine Energy, LLC as of June 3, 1997.”

41. Letter Agreement among Constellation Energy Commodities Group, Inc., Indeck Maine Energy, LLC, Linwood 0708 LLC, Ridgewood Rhode Island Generation, LLC, Ridgewood Providence Power Partners, L.P. and Ridgewood Power Management LLC, as agent, dated as of October 31, 2008.”

(f) Item 3 of Schedule 6.11 of the Agreement is amended in its entirety as follows:

“3. Backup Certificate Agreement among Indeck Maine Energy, L.L.C., Ridgewood Providence Power Partners, L.P., Ridgewood Rhode Island Generation, LLC, Linwood 0708 LLC, Ridgewood Power Management LLC, Rhode Island LFG Genco, LLC and Buyer dated as of August 19, 2008, as amended by First Amendment to Backup Certificate Agreement among Indeck Maine Energy, L.L.C., Ridgewood Providence Power Partners, L.P., Ridgewood Rhode Island Generation, LLC, Linwood 0708 LLC, Ridgewood Power Management LLC, Rhode Island LFG Genco, LLC and Buyer dated as of November 11, 2008.”

(g) Item 5 of Schedule 6.11 of the Agreement is amended in its entirety as follows:

“5. Agency Agreement among Indeck Maine Energy, LLC, Ridgewood Providence Power Partners, L.P., Ridgewood Rhode Island Generation, LLC, Linwood 0708 LLC and Ridgewood Power Management, LLC dated as of August 19, 2008, as amended by First Amendment to Agency Agreement among Indeck Maine Energy, LLC, Ridgewood Providence Power Partners, L.P., Ridgewood Rhode Island Generation, LLC, Linwood 0708 LLC and Ridgewood Power Management, LLC dated as of November 11, 2008.”

(h) Schedule 6.11 to the Agreement is amended by adding the following additional Item 7:

“7. Waiver, Consent and Amendment of Certificate Purchase and Sale Agreement by and among Constellation Energy Commodities Group, Inc., f/k/a Constellation Power Source, Inc., Indeck Maine Energy, L.L.C., Ridgewood Providence Power Partners, L.P., Ridgewood Rhode Island Generation, LLC, Ridgewood Power Management LLC as agent, Ridgewood Electric Power Trust III, Ridgewood Electric Power Trust IV, Ridgewood Electric Power Trust V, Ridgewood Power B Fund/Providence Expansion, Linwood 0708 LLC and Rhode Island LFG Genco, LLC dated as of October 15, 2008.”

9. The first sentence of Section 4.12 of the Agreement is amended in its entirety to read as follows:

“Company Balance Sheet.  The Company has delivered to Buyer an unaudited balance sheet as of September 30, 2008 (the “Company Balance Sheet”).”

10. Section 4.14 of the Agreement is amended to delete each reference to “the Purchase Price Date” and to insert in its place “September 30, 2008.”

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11. Section 5.7 of the Agreement is amended to read in its entirety as follows:

“5.7 Availability of Funds.  Buyer has sufficient funds available to it to pay the Initial Purchase Price on the Closing Date, to pay the Net Working Capital Adjustment as and when due and to enable Buyer to perform all of its obligations under this Agreement, the Backup Agreement and the Buyer Guaranty.”

12. Section 6 of the Agreement is amended as follows:

(a) to delete Section 6.12 in its entirety; and

(b) to add a new Section 6.17 to read in its entirety:

“6.17 Availability of Funds.  Sellers shall take any and all necessary actions necessary and appropriate to ensure that they have sufficient funds available to pay the Net Working Capital Adjustment as and when due.”

(c) to add a new Section 6.18 to read in its entirety:

“6.18 REC Agreements.  On and after the Closing Date, Sellers will: (a) cause Linwood, or such other entity as contemplated in Section 2.4(b), to pay, perform and discharge when due all Liabilities and obligations, and (b) indemnify, defend and hold harmless the Company against and in respect of all Losses, in each case, that arise out of the Company’s sale or delivery of Pre-Closing REC Rights under all agreements of the Company for the sale or delivery of Pre-Closing REC Rights on or prior to the Closing Date, including but not limited to agreements which are set forth as items 14, 17, 18, 28, 34, 35, 37, and 41 of Schedule 4.6(a) to the Agreement; provided however this Section 6.18 shall not apply to the Company’s performance of its obligations under the Dominion Agreement on and after January 1, 2009, as set forth in items 29 and 36 of Schedule 4.6(a) to the Agreement.”

13. Section 8.1 of the Agreement is amended as follows:

(a) Section 8.1(l) is amended to add a new subsection (10) to read in its entirety:

“(10) the Transfer and Assignment of Renewable Energy Credits in the form attached as Exhibit M hereto.”

(b) to add a new Section 8.1(m) to read in its entirety:

“(m) Extension Agreements. Sellers shall have (1) entered into binding and enforceable agreements with Bangor Hydro-Electric Company to extend or replace each of the Targeted Rate Contracts (listed as items No.s 12 and 13 on Schedule 4.6(a)), and (2) submitted new OASIS transmission reservations for firm point-to-point service, and have received confirmations of acceptance from Bangor Hydro-Electric Company, in each of cases (1) and (2) above effective not less than from January 1, 2009 through December 31, 2009 and on substantially similar terms and conditions as currently exist for each of the Projects.”

14. The first sentence of Section 8.2(j) of the Agreement is amended in its entirety to read as follows:

“Buyer shall make the payment of the Initial Purchase Price required to be made by Buyer pursuant to Section 2.1(b) and shall deliver the following documents, each duly executed by Buyer:”

15. Section 10.1(d) of the Agreement is amended to read in its entirety as follows:

“(d) Sellers shall cause the Company to prepare and timely file and to remit any Taxes that are due in respect of the following Tax Returns on or before the Closing Date with respect to the Company or in respect to its business, assets or operations: (i) all Tax Returns for any taxable period ending on or before the Closing Date; and (ii) all other Tax Returns required to be filed (taking into account extensions) prior to the Closing Date. Buyer shall prepare and timely file or shall cause to be prepared and timely filed by the Company all Tax Returns that are required to be filed by or with respect to the Company or in respect to its business, assets or operations for taxable years or periods beginning and ending after the Closing Date. Buyer shall remit or cause to be remitted by the Company any Taxes due in respect of such Tax Returns. With respect to any Tax Returns of the Company that relate to periods that begin before and end after the Closing Date, (i) Buyer shall prepare or cause to be prepared such Tax Returns in a manner consistent with past practices, if any, except as otherwise required by applicable Law, and (ii) not less than fifteen days prior to the due date for such Tax Returns (including proper extensions), Buyer shall present such Tax Returns to Sellers for their comments (provided that in the event that it is not practical for any such Tax Returns to be prepared fifteen days prior to the due date, including proper extensions, Buyer shall present such Tax Return to Sellers for

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their comments as soon as such Tax Return has been prepared), Buyer shall consider in good faith any comment received from Sellers no later than five days prior to the due date for such Tax Return. Sellers shall be responsible for (and shall pay to Buyer within five days of a written request of such amount) that portion of such Taxes that are allocable to the portion of such period that ends on the Closing Date and Buyer shall be responsible for the payment of such Taxes relating to the portion of such period beginning immediately after the Closing Date. Notwithstanding any other provision of this Section 10.1 to the contrary, Sellers’ obligation to remit or otherwise incur any liability with respect to any Taxes shall not apply to the extent that such Taxes are reflected as an accrued liability or in a reserve on the Closing Date Balance Sheet and such failure to comply with such obligation is not a violation of applicable Laws.”

16. Section 11.2(d) of the Agreement is amended to delete the words “Purchase Price” and to insert in their place “Initial Purchase Price.”

17. Section 11.2(e) of the Agreement is amended to delete the words “Purchase Price” and to insert their place “Initial Purchase Price.”

18. Section 11.2(f) of the Agreement is amended to delete the words “Purchase Price” and to insert in their place “Initial Purchase Price.”

19. Section 12.1(b) of the Agreement is amended to delete “October 31, 2008” and to insert in its place “January 31, 2009 (provided that such date shall be February 28, 2009 in the event the SEC provides Ridgewood Electric Power Trust IV or Ridgewood Electric Power Trust V with second round comments received after the date of the Amendment with respect to any preliminary proxy statements on Schedule 14A filed with the SEC by Ridgewood Electric Power Trust IV or Ridgewood Electric Power Trust V made in order to satisfy the obligations of RM under Section 6.2(c)).”

20. The Sellers jointly and severally represent and warrant to Buyer that the representations and warranties of Sellers and the Company set forth in Section 3 and Section 4 of the Agreement as amended by this Amendment are true and correct in all material respects at and as of the date of this Amendment.

21. Buyer represents and warrants to Sellers that the representations and warranties of Buyer set forth in Section 5 of the Agreement are true and correct in all material respects at and as of the date of this Amendment.

22. Each Party represents and warrants that (i) the execution and delivery of this Amendment has been duly and validly authorized and approved by all limited liability company or corporate action required on its behalf, and (ii) this Amendment has been duly and validly executed and delivered and constitutes its valid and binding agreement, enforceable against it in accordance with its terms.

23. 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. The Parties agree for themselves and on behalf of their respective Affiliates, that with respect to the Ancillary Agreements and any other agreements contemplated by the Agreement all references to the Agreement (however defined in such other agreement) shall mean and refer to the Agreement as amended by this Amendment.

24. 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 regarding the subject matter thereof and cannot be modified except by written agreement of the Parties.

25. 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.

26. This Amendment shall be governed by and construed in accordance with the domestic laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.

[Signature Page Follows]

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[Signature Page to Amendment]

IN WITNESS WHEREOF, the Parties and the Company have duly executed and delivered this Amendment as of the date first written above.

BUYER:

COVANTA ENERGY CORPORATION

By:  /s/  Anthony J. Orlando

Name:     Anthony J. Orlando

Title:  President and Chief Executive Officer

SELLERS:

RIDGEWOOD MAINE, L.L.C.

By:	Ridgewood Penobscot Management Corporation, Manager
By:	/s/  Randall D. Holmes

Name:     Randall D. Holmes

Title:  President

INDECK ENERGY SERVICES, INC.

By:  /s/  Joseph M. Oskorep

Name:     Joseph M. Oskorep

Title:  Vice President & Controller

Solely for purposes of Sections 6.2, 6.3, 6.4, 6.10(a), 6.11 through 6.14 and 6.16 of the Agreement; such obligations to terminate on and after the Closing:

INDECK MAINE ENERGY, LLC

By:  /s/  Randall D. Holmes

Name:     Randall D. Holmes

Title:  President and Chief Executive Officer

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EXHIBIT A to First Amendment to PSA

Schedule 5 (Capital Commitments)

1. Estimated expenditures of certain capital items planned but not committed to; such amounts are merely estimates and are not binding upon the Company or either Seller:

•       Plattco double dump valves for West Enfield — $115,000 amount expected to be incurred in the second calendar quarter of 2009,

•       Set of Truck Dump Cylinders for each of West Enfield and Jonesboro — $17,500 total expense taking into account the requirements of both plants expected to be incurred in the third calendar quarter of 2009,

•       Stationary Crane for Truck Dumpers for Jonesboro — $35,000 amount expected to be incurred in the second quarter of 2009.

2. The Company has made a commitment to purchase/install a replacement Bed Letdown Screw for West Enfield (subject to the Company’s reasonable satisfaction with a similar purchase/installation at Jonesboro) — $190,000 amount planned to be incurred in the second calendar quarter of 2009.

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EXHIBIT B to First Amendment to PSA

Schedule 2.4(b)
Sample Working Capital Calculation
Using September 30, 2008 Balances

Indeck Maine Energy, LLC
Balance Sheet/Working Capital Calculation
as of September 30, 2008

		Working Capital
		Calc
Assets
100-01-00-000 Cash: Wachovia Operating			65,493
101-04-00-000 Cash: Capital One Custody Account			3,862,932
103-01-00-402 Petty Cash — W. Enfield			5,000
110-01-00-401 Accounts Receivable — W. Enfield			4,752,415
110-01-00-402 Accounts Receivable — Jonesboro			4,575,635
145-02-00-401 Fuel Inventory — W Enfield			438,714
145-02-00-402 Fuel Inventory — Jonesboro			531,066
145-03-00-401 Round Wood Inventory West Enfield			125,289
145-03-00-402 Round Wood Inventory Jonesboro			49,557
115-01-00-401 Prepaid Insurance — W. Enfield			49,693
115-03-00-000 Other Prepaid Expenses			116,164
115-01-00-402 Prepaid Insurance — Jonesboro			49,166
125-01-00-000 Interest Receivable			10,787
180-00-00-000 Deposits			2,302,719
Liabilities
200-01-p00-000 Accounts Payable & Accrued Expenses			(813,281	)
230-00-00-030 Intercompany Payable — RPMCo.			(291,359	)
220-04-00-000 Note Payable — Cat			(126,451	)
220-05-00-000 Note Payable — JB Cat Loader			(229,951	)
			15,473,588
	Less:
	Constellation Deposit*		(2,175,000	)
	RECs Accounts Receivable**		(8,341,165	)
	Working Capital @		4,957,423
	9/30/08***

*	Reflects cash deposit made to Constellation and is excluded per Section 2.4(b) of the Purchase and Sale Agreement
**	Reflects the transfer at Closing of Accounts Receivable for Pre-Closing REC Rights in excess of the Dominion REC Rights
***	In no event shall the calculation of either the Estimated Net Working Capital or the Closing Net Working Capital include any receivable from Linwood or such other entity as contemplated by Section 2.4(b) of the Purchase and Sale Agreement.

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EX-10.1

Exhibit 10.1

FIRST AMENDMENT TO BACKUP CERTIFICATE AGREEMENT

This FIRST AMENDMENT TO BACKUP CERTIFICATE 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”), Rhode Island LFG Genco, LLC (“RILG,” and together with RPPP, RRIG and Linwood, “Backup Purchasers”), and acknowledged and consented to by Covanta Energy Corporation, for purposes of Section 8 below only, and Ridgewood Power Management LLC, as agent for Linwood, RPPP and RRIG under the Agreement (as defined in Section 1 below) (“RPM”). Indeck Maine and Backup Purchasers are referred to herein individually as a “Party” and collectively, as the “Parties.”

RECITALS

WHEREAS, the Parties are all of the parties to that certain Backup Certificate Agreement, dated as of August 19, 2008, (the “Backup Certificate 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 Backup Certificate 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 third recital of the Backup Certificate Agreement 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 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 in accordance with Section 9 of this Agreement, is referred to herein as the “Agreement”);

2. Section 2(a) of the Backup Certificate Agreement is amended to read in its entirety as follows:

(a) To the extent Linwood, RPPP and RRIG are permitted pursuant to the terms of the Agreement to provide Constellation with Second Standard Certificates (rather than First Standard Certificates) for 2008 to meet their obligations under the 2008 Optional Firm Transaction, Indeck Maine shall, subject only to Force Majeure, sell, transfer and Deliver to Backup Purchasers and Backup Purchasers shall purchase and take from Indeck Maine, Certificates for MWhs of generation from its biomass generating facilities located in Jonesboro, Maine and West Enfield, Maine, which include (a) Indeck West Enfield (NEPOOL GIS Asset I.D. # 445) and (b) Indeck Jonesboro (NEPOOL GIS Asset I.D. # 446) (together, the “Biomass Projects”) in 2008 meeting the Second Standards (“Maine Biomass 2008 Generation”), at the times, and in amounts equal to, the Second Standard Certificates otherwise to be Delivered by Linwood, RPPP and RRIG to Constellation under the Agreement for the 2008 Optional Firm Transaction, which will not in any event exceed 30,936 such Certificates; provided, that, the obligation of Indeck Maine to sell, transfer and Deliver to Backup Purchasers Certificates for MWhs of generation under this Section 2(a) shall apply only to Certificates associated with MWhs of generation occurring at Indeck West Enfield and Indeck Jonesboro on or after the Effective Date (“Post-Effective Date Certificates”). Linwood, RPPP and RRIG’s agreed schedule for the delivery of Second Standard Certificates to Constellation, and thus, upon the Effective Date, the expected delivery schedule for Indeck Maine hereunder, with respect to the 2008 Optional Firm Transaction (less Certificates Delivered pursuant to the Agreement prior to the Effective Date) is attached hereto as Exhibit A to this Backup Agreement.

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3. Section 2(b) of the Backup Certificate Agreement is amended to read in its entirety as follows:

(b) To the extent Linwood, RPPP and RRIG are permitted pursuant to the terms of the Agreement to provide Constellation with Second Standard Certificates (rather than First Standard Certificates) for 2009 to meet their obligations under the 2009 Optional Firm Transaction, Indeck Maine shall, subject only to Force Majeure, sell, transfer and Deliver to Backup Purchasers and Backup Purchasers shall purchase and take from Indeck Maine, Certificates for MWhs of generation from its Biomass Projects in 2009 meeting the Second Standards (“Maine Biomass 2009 Generation”), at the times, and in an amounts equal to, the Second Standard Certificates otherwise to be Delivered by Linwood, RPPP and RRIG to Constellation under the Agreement for the 2009 Optional Firm Transaction, which will not in any event exceed 208,651 such Certificates; provided, that, the obligation of Indeck Maine to sell, transfer and Deliver to Backup Purchasers Certificates for MWhs of generation under this Section 2(b) shall apply only to Post-Effective Date Certificates. Linwood, RPPP and RRIG will provide Indeck Maine with the schedule for the delivery of First and Second Standard Certificates to Constellation, and thus, upon the Effective Date, the expected delivery schedule for Indeck Maine for Second Standard Certificates hereunder, with respect to the 2009 Optional Firm Transaction promptly after Linwood, RPPP and RRIG and Constellation reach agreement upon any such schedule.

4. Section 2(f) of the Backup Certificate Agreement is amended to read in its entirety as follows:

(f) (i) Indeck Maine shall be entitled to reduce its obligations to Deliver Certificates under Section 2(a) of this Backup Agreement by the amount equal (without duplication of any reduction) to the Maine Biomass 2008 Generation Certificates that are or will be created in a NEPOOL GIS account in the name of any of the Backup Purchasers associated with MWhs of generation occurring at Indeck West Enfield and Indeck Jonesboro during the month of December 2008 that have and that would otherwise satisfy the Backup Purchasers’ obligations under the 2008 Optional Firm Transaction (the Certificates described in this Section 2(f)(i) are referred to herein as “2008 Purchaser Certificates”).

(ii) Indeck Maine shall be entitled to reduce its obligations to Deliver Certificates under Section 2(b) of this Backup Agreement by the amount equal (without duplication of any reduction) to the Maine Biomass 2009 Generation Certificates that are or will be created in a NEPOOL GIS account in the name of any of the Backup Purchasers associated with MWhs of generation occurring at Indeck West Enfield and Indeck Jonesboro prior to or on the Effective Date and that would otherwise satisfy the Backup Purchasers’ obligations under the 2009 Optional Firm Transaction (the Certificates described in this Section 2(f)(ii) are referred to herein as “2009 Purchaser Certificates”).

(iii) For the avoidance of doubt, nothing herein shall entitle Indeck Maine to receive compensation from Backup Purchasers for any Certificates Delivered to Constellation prior to or on the Effective Date or for any Certificates associated with MWhs of generation occurring prior to the Effective Date.

5. Section 2(j) of the Backup Certificate Agreement is amended to read in its entirety as follows:

(j) So long as the Agency Agreement is in effect and Agent’s power and authority to act thereunder has not been suspended pursuant to Section 5 of the Agency Agreement, Indeck Maine will Deliver directly to Constellation all of the Second Standard Certificates consisting of Post-Effective Date Certificates to be delivered to Backup Purchasers pursuant to Section 2 of this Backup Agreement, invoice and receive payment from Constellation and collect payment from Constellation for such Second Standard Certificates (subject to the terms of the Agency Agreement). So long as the Agency Agreement is in effect, Agent’s power and authority to act thereunder has not been suspended pursuant to Section 5 of the Agency Agreement, and Indeck Maine complies with the first sentence of this Section 2(j), Linwood, RPPP and RRIG will not deliver Second Standard Certificates to Constellation under the Agreement (or invoice, receive payment or collect amounts related thereto) in place of the Second Standard Certificates to be delivered by Indeck Maine under Sections 2(a), 2(b) and 2(c) of this Backup Agreement.

6. Section 2(k) of the Backup Certificate Agreement is amended to read in its entirety as follows:

(k) RILG consents to the arrangements set forth in the Agency Agreement, as amended.

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7. Sections 4(a) and 4(b) of the Backup Certificate Agreement are amended to read in their entirety as follows:

4. (a) If the Effective Date occurs prior to January 1, 2009, Indeck Maine will retain in its own NEPOOL GIS account Certificates relating to Maine Biomass 2008 Generation occurring after the Effective Date, up to 30,936 Certificates (less any 2008 Purchaser Certificates) meeting the Second Standards (the “2008 Hold Back”), until the sooner of (x) the date on which Indeck Maine has received written notice from Backup Purchasers indicating that Linwood’s, RPPP’s and RRIG’s obligations to Constellation under the Agreement for the balance of the 2008 Optional Firm Transaction have been satisfied or (y) April 30, 2009; provided Indeck Maine shall be entitled to reduce the amount of its 2008 Hold Back by an amount equal to the Maine Biomass 2008 Generation Certificates actually Delivered under this Backup Agreement as and when such amounts are Delivered. Backup Purchasers shall promptly provide to Indeck Maine written notice of Linwood’s, RPPP’s and RRIG’s satisfaction of the obligations to Constellation under the Agreement for the balance of the 2008 Optional Firm Transaction upon such satisfaction

(b) Indeck Maine will retain in its own NEPOOL GIS account all Certificates relating to Maine Biomass 2009 Generation occurring after the Effective Date, up to 208,651 Certificates (less any 2009 Purchaser Certificates) meeting the Second Standards (the “2009 Hold Back”), until the sooner of (x) the date on which Indeck Maine has received written notice from Backup Purchasers indicating that Linwood’s, RPPP’s and RRIG’s obligations to Constellation under the Agreement for the balance of the 2009 Optional Firm Transaction have been satisfied or (y) April 30, 2010; provided Indeck Maine shall be entitled to reduce the amount of its 2009 Hold Back by an amount equal to the Maine Biomass 2009 Generation Certificates actually Delivered under this Backup Agreement as and when such amounts are Delivered; and, provided, further, that Indeck Maine’s obligation to hold back up to 208,651 Certificates as the 2009 Hold Back shall be reduced Certificate for Certificate to the extent that Linwood, RPPP and RRIG commit to provide to Constellation greater than 51,349 Certificates in 2009 meeting the First Standards.

8. Section 5(b) of the Backup Certificate Agreement is amended to delete the number “$7,300,000” and insert in its place the number “$3,000,000.” Exhibit C to the Backup Agreement is amended so that the number “$7,300,000” in the second paragraph is deleted, and the number “$3,000,000” is inserted in its place.

9. Section 6 of the Backup Certificate Agreement is amended to read in its entirety as follows:

6. Indeck Maine agrees to operate the Biomass Projects so as to maximize the MWhs of generation in respect of which Certificates are to be Delivered under Sections 2(a) and 2(b) above; provided, however, that in no event shall Indeck Maine be required to operate the Biomass Projects in a manner not in accordance with good utility practice and industry standards.

10. Exhibit A to the Backup Certificate Agreement is amended in its entirety to read as set forth in Exhibit A to this Amendment.

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

12. Except as specifically amended hereby, all terms and provisions contained in the Backup Certificate Agreement shall remain unchanged and in full force and effect. The Backup Certificate 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

13. 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.

14. 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 Backup Certificate Agreement]

IN WITNESS WHEREOF, the Parties 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
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
Acknowledged and agreed to as of the date first written above for purposes of Section 8 only:
COVANTA ENERGY CORPORATION
By:	/s/  Anthony J. Orlando
	Name: Anthony J. Orlando
	Title: President And Chief Executive Officer

RIDGEWOOD POWER MANAGEMENT LLC, as agent under the Agreement
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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EXHIBIT A to First Amendment to Backup Certificate Agreement

Exhibit A

2008 SECOND STANDARD CERTIFICATE DELIVERY SCHEDULE

FIRST AMENDMENT TO BACKUP CERTIFICATE AGREEMENT

	Indeck Maine Energy 11/08
	Forecast Certificate Delivery
Delivery Month	Constellation CPSA
July 2008	0
October/November 2008	48,591
January 2009	89,955
April 2009	64,500

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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

2

EX-10.3

Exhibit 10.3

FIRST AMENDMENT TO SELLERS OMNIBUS AGREEMENT

This FIRST AMENDMENT TO SELLERS OMNIBUS AGREEMENT (this “Amendment”) is made as of November 11, 2008, by and among Ridgewood Maine, L.L.C., a limited liability company formed under the laws of Delaware (“RM”), Indeck Energy Services, Inc., a corporation formed under the laws of Illinois (“IES”) and, solely as to Sections 2(e), 6, 9(b), 7(d), 7(e) and 13 of the Agreement (as defined below), Ridgewood Renewable Power LLC, a Delaware limited liability company (the “Managing Shareholder”). RM, IES and the Managing Shareholder are collectively sometimes referred to herein as the “Parties.”

RECITALS

WHEREAS, the Parties are all of the parties to that certain Sellers Omnibus Agreement, dated as of August 19, 2008, (the “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 “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 “Amendment Agreement”), 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 preamble to the Agreement is amended to add Section 7(d) and Section 7(e) as additional Sections as to which the Managing Shareholder is signing the Agreement.

2. RM and IES represent and warrant to one another that the representations and warranties of each set forth in Section 3 of the Agreement are true and correct as of the date of this Amendment.

3. Section 7 of the Agreement is amended in its entirety to read as follows:

7. Allocation of Proceeds; PSA Escrow.

(a) In the event the transaction set forth in the PSA or an Alternate Definitive Agreement closes and IES participates therein by selling its IME Membership Interests, and notwithstanding anything in the IME Operating Agreement to the contrary, the proceeds of the transaction attributable to the sale of the IME Membership Interests shall be allocated between RM and IES and paid or utilized as set forth in this Section 7. The parties intend that such proceeds shall be disbursed promptly at the closing of such sale (the date of such disbursement being the “Disbursement Date”), except to the extent an Alternate Definitive Agreement provides for holdbacks, escrows or the like of a portion of the sale proceeds (the “Holdback”) and except in the event of a closing under the PSA, as provided in Section 7 (c), Section 7 (d) and Section 7 (e). Unless an Alternate Definitive Agreement expressly provides otherwise, the portion of the Holdback attributable to the sale of the IME Membership Interests shall be not more than the product of (i) a fraction, in which the numerator is the gross proceeds receivable from the sale of IME Membership Interests pursuant to such Alternate Definitive Agreement, and the denominator is the aggregate gross proceeds receivable from the sale of all the assets sold pursuant to such Alternate Definitive Agreement (excluding the effect of any Holdbacks in each case), multiplied by (ii) the aggregate Holdback required under such Alternate Definitive Agreement. Sale proceeds subject to any Holdback which are allocated to the sale of the IME Membership Interests shall be distributed when and as provided in such Alternate Definitive Agreement. The proceeds of the transaction and any Holdback attributable to the sale of the IME Membership Interests shall be allocated among RM and IES and paid as follows:

FIRST, to the payment of Transaction Costs (as defined below) attributable to the sale of the IME Membership Interests, allocated fifty-five percent (55%) from the proceeds otherwise to be received by RM and forty-five percent (45%) from the proceeds otherwise to be received by IES, which Transaction Costs will be estimated by the Managing Shareholder on the Disbursement Date, subject to later reallocation pursuant to Section 7(e) below;

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SECOND, to RM and IES as the holders of the Senior Preferred Membership Units pro rata up to the fair market value of such units as of the Contribution Date as determined in accordance with Section 2 hereof;

THIRD, all remaining proceeds will be paid fifty-five percent (55%) to RM and forty-five percent (45%) to IES.

(b) As of the Contribution Date, the following amendment to Section 8.1(b) of the IME Operating Agreement shall become effective:

(1) There shall be a new subsection (i) added to the IME Operating Agreement to read entirely as follows:

“(i) FIRST, the Company shall distribute one hundred percent (100%) of the Net Cash Flow From Operations pro rata to the holders of Senior Preferred Membership Units until all such holders have received the full value of such units as determined in accordance with the Agreement dated as of August 19, 2008 among the Members and, for certain limited purposes, Ridgewood Renewable Power LLC, as amended.”

(2) Existing subsection (i) shall be renumbered as subsection (ii) and the word “FIRST” therein shall be amended to read “SECOND.”

(3) Existing subsection (ii) shall be renumbered as subsection (iii) and the word “SECOND” therein shall be amended to read “THIRD.”

(4) Existing subsection (iii) shall be renumbered as subsection (iv) and the word “THIRD” therein shall be amended to read “FOURTH.”

(5) Existing subsection (iv) shall be renumbered as subsection (v) and the word “FOURTH” therein shall be amended to read “FIFTH.”

(c) In the event that the transaction set forth in the PSA is consummated, each of RM and IES hereby agrees that, on the Disbursement Date, RM will receive and hold in escrow $2,500,000 of the proceeds (the “Working Capital Holdback”) that otherwise would have been distributed to RM and IES in accordance with the Agreement on the basis of 45% for the account of IES and 55% for the account of RM for purposes of paying any amounts due to the Buyer (as defined in the PSA) in respect of the Net Working Capital Adjustment (as defined in the PSA) finally determined to be owing to the Buyer, if at all, in accordance with the PSA and of paying any Transaction Costs arising after the Disbursement Date. Any Net Working Capital Adjustment required to be paid to the Buyer under the PSA will be paid from the Working Capital Holdback (to extent of the amount available in the Working Capital Holdback), which payments will be allocated to RM and IES in amounts and percentages that would have the effect of reversing steps Third and Second in Section 7(a) of this Agreement. Any Transaction Costs arising after the Disbursement Date will also be paid from the Working Capital Holdback (to the extent of the amount available in the Working Capital Holdback), which payments will be allocated 45% for the account of IES and 55% for the account of RM. Once any such Net Working Capital Adjustment has been paid to the Buyer or it has been finally determined that no such Net Working Capital Adjustment is due to the Buyer and all Transaction Costs have been paid, RM will distribute any of the Working Capital Holdback not utilized as provided herein to RM and IES in accordance with their respective interests in the remaining Working Capital Holdback. To the extent that the aggregate of any payment due to the Buyer as a result of the Net Working Capital Adjustment and Transaction Costs paid from the Working Capital Holdback exceed the amount of the Working Capital Holdback, RM and IES will make such payments of the Net Working Capital Adjustment in amounts and percentages that would have the effect of reversing steps Third and Second in Section 7(a) of this Agreement.

(d) In the event that the transaction set forth in the PSA is consummated, the Managing Shareholder shall cause Linwood 0708 LLC (“Linwood”) to use commercially reasonable efforts to collect any amounts due with respect to any Pre-Closing REC Rights (as defined in the PSA) obtained by Linwood under the PSA and shall cause Linwood to pay forty-five percent (45%) of the net proceeds received by Linwood from the sale of any Pre-Closing REC Rights, after the payment of all commissions and other transaction expenses made to third parties (the “Net REC Proceeds”), to IES and to pay fifty-five percent (55%) of the Net REC Proceeds to RM. Except as set forth in this Section 7(d), Linwood shall have no obligation to sell or otherwise realize any value from any such Pre-Closing REC Rights, and RM and IES waive any right to contest or challenge any such sale or the amount of any Net REC Proceeds received in any such sale.

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(e) In the event that the transaction set forth in the PSA is consummated, promptly after the completion of the Net Working Capital Adjustment and the receipt or payment by RM and IES of any payment due as a result of that Net Working Capital Adjustment, the Managing Shareholder shall recompute the allocation of Transaction Costs under step First in Section 7(a) of this Agreement, using the actual gross proceeds from the sale pursuant to the PSA, including any Net REC Proceeds received prior to the date of computation. In the event such recomputation results in a different allocation of Transaction Costs from those made in connection with the Disbursement Date, either RM or IES will promptly pay to the other the amount required to effect that correct reallocation of Transaction Costs resulting from the Managing Shareholder’s computation under this Section 7(e) which were not otherwise paid for as provided in Section 7(c).

4. Pursuant to Section 5(a) of the Agreement, IES hereby consents to the modification and amendment of the PSA as set forth in the Amendment Agreement.

5. 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.

6. 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 regarding the subject matter thereof and cannot be modified except by written agreement of the Parties.

7. 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.

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

[Signature Page Follows]

3

[Signature Page to First Amendment to Sellers Omnibus Agreement]

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

RIDGEWOOD MAINE, L.L.C.

By:	Ridgewood Penobscot Management Corporation, Manager
By:	/s/  Randall D. Holmes

Name:     Randall D. Holmes

Title:  President

INDECK ENERGY SERVICES, INC.

By:  /s/  Joseph M. Oskorep

Name:     Joseph M. Oskorep

Title:  Vice President & Controller

RIDGEWOOD RENEWABLE POWER, LLC,

solely as to Sections 2(e), 6, 7(d), 9(b) and 13

By:  /s/  Douglas R. Wilson

Name:     Douglas R. Wilson

Title:  Senior Vice President

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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

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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.

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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]

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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

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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	%

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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	%

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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]

1

[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

3