Ridgewood Electric Power Trust V Sample Contracts

Ridgewood Electric Power Trust V – SALE AND PURCHASE AGREEMENT (December 21st, 2009)

WHEREAS, by virtue of the Purchase and Sale Agreements (as hereinafter defined), the Sellers Own 20,000 quotas (the “Shares”) representing 100% of the capital of the Company;

Ridgewood Electric Power Trust V – LOAN AGREEMENT (December 21st, 2009)

1- Ridgewood Egypt for Infrastructure Projects, an Egyptian limited liability company, established in accordance with the Law No. 8 of 1997, commercial register No. 327201 issued on November 11, 1999, with its head office located at 165 El Orouba Street, Heliopolis, Cairo, Egypt, represented herein by Mr. Zaki Girges in his capacity as the Manger of the Company (hereinafter referred to as the “Company” or “Borrower”).

Ridgewood Electric Power Trust V – ESCROW AGREEMENT Dated December 10, 2009 Private & Confidential (December 21st, 2009)

WHEREAS, the Sellers, the Company and the Purchasers have entered into a Sale and Purchase Agreement dated December 10, 2009 whereby, among other things, the Company has agreed to partially repay the Loan owed to Ridgewood subject to the fulfilment of certain conditions;

Ridgewood Electric Power Trust V – AGREEMENT REGARDING REPRESENTATIONS AND WARRANTIES (November 23rd, 2009)

This Agreement Regarding Representations and Warranties (this “Agreement”) is entered into as of November 20, 2009, by and between Ridgewood Renewable Power, LLC (“Ridgewood”), a New Jersey limited liability company, the Sellers listed on Schedule 1 hereto (the “Sellers”) and KEI (USA) Power Management Inc., a Delaware corporation (“KEI”) and the other Buyers listed on Schedule 1 hereto (collectively, the “Buyers”) (Ridgewood, the Sellers and the Buyers are collectively referred to as the “Parties”).

Ridgewood Electric Power Trust V – Ridgewood Renewable Power Robert E. Swanson Chairman November 23, 2009 TO: Shareholders of: Ridgewood Power Trust IV Ridgewood Power Trust V The Ridgewood Power Growth Fund RE: ● Sale of the Ridgewood Hydro Electric Businesses ● Cash Distribution to the Power Trusts ● Continuing Work on Sale of Ridgewood Egypt, Olinda, and Providence (November 23rd, 2009)

As part of our ongoing effort to sell the remaining Power Trust assets, I am pleased to announce that on November 20, 2009 we sold all of our US Hydro and Maine Hydro facilities. US Hydro was formed in 2000 and was owned 70.8% by the Growth Fund, and 29.2% by Power Trust V. Maine Hydro was formed in 1996 and was owned 50% by Power Trust IV and 50% by Power Trust V. The combined purchase price totaled $12.7 million, after netting out reductions relating to estimated net working capital and employee retention liabilities assumed by the buyers. US Hydro still owns a $1 million note receivable, which matures in February 2010. When that $1 million is received in 2010, it will be received by Trust V (29.2%) and the Growth Fund (70.8%). The US Hydro and Maine Hydro facilities were purchased by KEI (USA) Power Management Inc. and certain of its subsidiaries. These buyers are affiliates of Kruger Energy, Inc., a Canada-based international company focused on green energy.

Ridgewood Electric Power Trust V – Confidential PURCHASE AND SALE AGREEMENT BETWEEN THE SELLERS LISTED ON SCHEDULE 1 and KEI (USA) POWER MANAGEMENT INC. (November 23rd, 2009)
Ridgewood Electric Power Trust V – FIRST AMENDMENT TO BACKUP CERTIFICATE AGREEMENT (November 14th, 2008)

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.”

Ridgewood Electric Power Trust V – FIRST AMENDMENT TO BACKUP CERTIFICATE AGREEMENT (November 14th, 2008)

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.”

Ridgewood Electric Power Trust V – SENIOR EXECUTIVE BONUS PLAN (November 14th, 2008)
Ridgewood Electric Power Trust V – FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (November 14th, 2008)

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”).

Ridgewood Electric Power Trust V – FIRST AMENDMENT TO SELLERS OMNIBUS AGREEMENT (November 14th, 2008)

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.”

Ridgewood Electric Power Trust V – FIRST AMENDMENT TO GUARANTY (November 14th, 2008)

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”).

Ridgewood Electric Power Trust V – FIRST AMENDMENT TO CERTIFICATE SALE SUPPORT AGREEMENT (November 14th, 2008)

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.

Ridgewood Electric Power Trust V – FIRST AMENDMENT TO AGENCY AGREEMENT (November 14th, 2008)

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.”

Ridgewood Electric Power Trust V – FIRST AMENDMENT TO AGENCY AGREEMENT (November 14th, 2008)

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.”

Ridgewood Electric Power Trust V – FIRST AMENDMENT TO SELLERS OMNIBUS AGREEMENT (November 14th, 2008)

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.”

Ridgewood Electric Power Trust V – FIRST AMENDMENT TO CERTIFICATE SALE SUPPORT AGREEMENT (November 14th, 2008)

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.

Ridgewood Electric Power Trust V – FIRST AMENDMENT TO GUARANTY (November 14th, 2008)

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”).

Ridgewood Electric Power Trust V – SELLERS OMNIBUS AGREEMENT Regarding Indeck Maine Energy, LLC (August 25th, 2008)

This Sellers Omnibus Agreement (this “Agreement”) is dated as of August 19, 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) and 13, Ridgewood Renewable Power LLC, a Delaware limited liability company (the “Managing Shareholder”). Terms used herein but not otherwise defined shall have the respective meaning ascribed to them in the IME Operating Agreement (as defined below).

Ridgewood Electric Power Trust V – BACKUP CERTIFICATE AGREEMENT (August 25th, 2008)

This Backup Certificate Agreement is entered into 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, solely as to Section 5(b) below, Covanta Energy Corporation (“Covanta”) and Ridgewood Power Management LLC, as agent for Linwood, RPPP and RRIG under the Agreement (as defined below) (“RPM”), as of August 19, 2008 (this “Backup Agreement”). Indeck Maine and Backup Purchasers are referred to herein individually as a “Party” and collectively, as the “Parties.” Capitalized terms not otherwise defined herein have the meanings given to such terms in the Amendment or the Agreement (each defined below).

Ridgewood Electric Power Trust V – BACKUP CERTIFICATE AGREEMENT (August 25th, 2008)

This Backup Certificate Agreement is entered into 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, solely as to Section 5(b) below, Covanta Energy Corporation (“Covanta”) and Ridgewood Power Management LLC, as agent for Linwood, RPPP and RRIG under the Agreement (as defined below) (“RPM”), as of August 19, 2008 (this “Backup Agreement”). Indeck Maine and Backup Purchasers are referred to herein individually as a “Party” and collectively, as the “Parties.” Capitalized terms not otherwise defined herein have the meanings given to such terms in the Amendment or the Agreement (each defined below).

Ridgewood Electric Power Trust V – AGENCY AGREEMENT (August 25th, 2008)

This Agency Agreement is entered into 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 below), as of August 19, 2008 (this “Agency Agreement”). This Agency Agreement 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.” Capitalized terms not otherwise defined herein have the meanings given to such terms in the Agreement

Ridgewood Electric Power Trust V – CERTIFICATE SALE SUPPORT AGREEMENT (August 25th, 2008)

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

Ridgewood Electric Power Trust V – SELLERS OMNIBUS AGREEMENT Regarding Indeck Maine Energy, LLC (August 25th, 2008)

This Sellers Omnibus Agreement (this “Agreement”) is dated as of August 19, 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) and 13, Ridgewood Renewable Power LLC, a Delaware limited liability company (the “Managing Shareholder”). Terms used herein but not otherwise defined shall have the respective meaning ascribed to them in the IME Operating Agreement (as defined below).

Ridgewood Electric Power Trust V – CERTIFICATE SALE SUPPORT AGREEMENT (August 25th, 2008)

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

Ridgewood Electric Power Trust V – PURCHASE AND SALE AGREEMENT (August 25th, 2008)

This Purchase and Sale Agreement (the “Agreement”) is entered into as of August 19, 2008 (the “Effective Date”), 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 hereof, Indeck Maine Energy, LLC, an Illinois limited liability company, (the “Company”). Buyer and Sellers are each referred to herein as a “Party” or, collectively as the “Parties.”

Ridgewood Electric Power Trust V – AGENCY AGREEMENT (August 25th, 2008)

This Agency Agreement is entered into 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 below), as of August 19, 2008 (this “Agency Agreement”). This Agency Agreement 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.” Capitalized terms not otherwise defined herein have the meanings given to such terms in the Agreement

Ridgewood Electric Power Trust V – Robert E. Swanson Chairman (August 1st, 2008)

The purpose of this letter is to provide investors in Power Trust V, the Growth Fund, and the Ridgewood/Egypt Fund with an update on the pending sale of the Ridgewood Egypt water desalination business and to summarize some of my views on the sale. The Ridgewood Egypt business was paid for and owned 14.1% by Power Trust V, 68.1% by the Growth Fund, and 17.8% by the Ridgewood/Egypt Fund, and the proceeds of the pending sale will go to the Funds in those same percentages.

Ridgewood Electric Power Trust V – HORUS PRIVATE EQUITY FUND III L.P., A PRIVATE EQUITY FUND, MANAGED BY EFG- HERMES PRIVATE EQUITY MAIRIRIDGE FOR INFRASTRUCTURE AS “PURCHASERS” AND RIDGEWOOD NEAR EAST HOLDINGS LLC RW EGYPTIAN HOLDINGS, LLC AS “SELLERS” AND OTHERS (June 13th, 2008)
Ridgewood Electric Power Trust V – Loan Agreement (June 13th, 2008)

In the event that the Borrower shall fail to make full payment of the amounts of principal and interest on the Loan when due as set forth in Section 3.3(b) above for two consecutive months, then the Lender may, by written notice to the Borrower, accelerate the Maturity Date of the Loan to the date of such written notice from Lender to Borrower. Upon any such acceleration by the Lender, the total outstanding amount of principal of the Loan shall become immediately due and payable, together with any amount of interest thereon accrued through the date of such notice of acceleration.

Ridgewood Electric Power Trust V – ESCROW AGREEMENT (June 13th, 2008)

EXHIBIT 2.2 ESCROW AGREEMENT This Escrow Agreement (the "Agreement") is made as of June 5, 2008. AMONG: (1) Ridgewood Near East Holdings, LLC, a limited liability company, established and organized under the laws of Delaware, having its registered offices at 947 Linwood Avenue, Ridgewood, New Jersey 07450, represented herein by Mr. Randall D. Holmes, in his capacity as the legal representative of Ridgewood Near East Holdings; (2) RW Egyptian Holdings, LLC, a limited liability company, established and organized under the laws of New Jersey, having its registered offices at 947 Linwood Avenue, Ridgewood, New Jersey 07450, represented herein by Mr. Randall D. Holmes, in his capacity as the legal representative of Ridgewood Egyptian Holdings; (collectively, the "First Party" or "Sellers"); and (3) H

Ridgewood Electric Power Trust V – AMENDED AND RESTATED MANAGEMENT AGREEMENT (September 27th, 2007)

Exhibit 10.2 AMENDED AND RESTATED MANAGEMENT AGREEMENT ----------------------------------------- AMENDED AND RESTATED AGREEMENT made as of the 20th day of March, 2003 by and between RIDGEWOOD ELECTRIC POWER TRUST V, a Delaware business trust (the "Trust"), and Ridgewood Renewable Power LLC, a New Jersey limited liability company (hereinafter referred to as the "Management Company"). W I T N E S S E T H: - - - - - - - - - - WHEREAS, the Trust is a business trust organized under the Delaware Business Trust Act, as amended, and is engaged in business to invest in and operate independent electric power projects and other projects as provided in its Declaration of Trust, as amended (the "Declaration"); and WHEREAS, the Management Company is the managing shareholder of the Trust and will engage principally

Ridgewood Electric Power Trust V – PRESS RELEASE Ridgewood Renewable Power $230 Million Sale of U.K. Renewable Power Generation Business (February 28th, 2007)

LONDON - February 26, 2007 - - Ridgewood Renewable Power, LLC, an affiliate of Ridgewood Energy Corporation, is pleased to announce that its managed Funds have closed on the sale of its United Kingdom landfill methane renewable electric power business for a total purchase price of $230 million. The purchaser is MEIF LG Energy Limited, a European Infrastructure Fund affiliated with the Australian investment bank Macquarie. The total sale represents 64.5 megawatts (MW) of renewable power generation at sites in England, Scotland, and Wales, plus Ridgewood’s London based development and operating company, CLP Envirogas.

Ridgewood Electric Power Trust V – SELLERS AGREEMENT (January 29th, 2007)

EXHIBIT 10.2 FINAL Revised ------- SELLERS AGREEMENT THIS SELLERS AGREEMENT (this "Agreement") is entered into as of January 23, 2007, by and among Ridgewood UK, LLC ("Ridgewood UK"), and Ridgewood ROC 2003 LLC, Ridgewood ROC II 2003 LLC, Ridgewood ROC III 2003 LLC, and Ridgewood ROC IV 2004 LLC (each a "ROC Seller" and collectively the "ROC Sellers"), and Arbutus Energy Limited ("Arbutus") (Arbutus together with Ridgewood UK, the ROC Sellers each a "Seller" and collectively the "Sellers"), and Ridgewood Renewable Powerbank LLC, Ridgewood Renewable Powerbank II LLC, Ridgewood Renewable Powerbank III LLC, and Ridgewood Renewable Powerbank IV LLC (each a "Powe

Ridgewood Electric Power Trust V – MANAGEMENT AGREEMENT (April 30th, 1998)

MANAGEMENT AGREEMENT This AGREEMENT made as of the 12th day of April, 1996 by and between RIDGEWOOD ELECTRIC POWER TRUST V, a Delaware business trust (the "Trust"), and Ridgewood Power Corporation, a Delaware corporation (hereinafter referred to as the "Management Company"). W I T N E S S E T H: WHEREAS, the Trust is a business trust organized under the Delaware Business Trust Act, as amended, and WHEREAS, the Management Company is the managing shareholder of the Trust and will engage principally in rendering management, administrative and investment advisory services to the Trust, and WHEREAS, the Trust desires to retain the Management Company to render management, administrative and certain investment advisory services to the Trust in the manner and on the terms hereinafter set forth; and WHEREAS, the Management Company is willing to provide management, administrative and investment advisory services to the Trust on the terms and conditio