SECOND AMENDMENT TO
PYRITES PROJECT AGREEMENT
WHEREAS, Hydra-Co Enterprises, Inc., a New York corporation ("HCE"),
and Hydro Development Group Inc., a New York corporation ("HDG"), entered into
the Pyrites Project Agreement dated as of November 18, 1982 (as amended through
the date hereof, the "Partnership Agreement"), pursuant to which Pyrites
Associates, a New York general partnership (the "Partnership"), was created.
WHEREAS, HCE transferred a .1% economic interest in the Partnership
to IPP Investment Partnership, a Michigan general partnership ("IPP");
WHEREAS, pursuant to the Purchase and Option Agreement, dated as of
May 25, 1999 (the "Purchase Agreement"), by and among HCE, IPP, CHI-Black River,
Inc., a Delaware corporation ("Black River") and CHI-Dexter, Inc., a Delaware
corporation ("Dexter"), HCE transferred to Dexter 100% of HCE's Economic
Interests and 98% of HCE's Voting Interests (each as defined below), thereby
leaving HCE with only the Residual Interest (as defined below). For the purposes
hereof, (a) the "Voting Interests" shall consist of a Partner's rights to act as
a general partner in the management or administration of the Partnership, the
rights to inspect the books of the Partnership, and the obligations of a general
partner for the liabilities of the Partnership, (b) the "Economic Interests"
shall consist of a Partner's rights to distributions, allocations of profits and
losses, and capital accounts, and all other rights pertaining to Partnership
Interests, other than those which constitute Voting Interests, and (c) the
"Residual Interest" shall consist of a 1% Voting Interest in the Partnership;
WHEREAS, pursuant to the Purchase Agreement, IPP transferred to
Dexter 100% of IPP's interests in the Partnership;
NOW THEREFORE, the parties agree as follows:
1. Dexter is hereby admitted as a general partner of the Partnership
with a 49% Voting Interest and a 50% Economic Interest, succeeding to all
partnership interests and capital accounts of HCE other than the Residual
Interest. HDG hereby consents to such admission and succession.
2. Dexter hereby becomes a party to the Partnership Agreement and
assumes all obligations thereunder which accrue on and after the date this
amendment becomes effective.
3. The Partnership Agreement is hereby amended to require a vote of
not less than a majority in interest of all Voting Interests for all matters
which (a) the Partnership Agreement requires consent of both Partners or permits
either Partner to act unilaterally or (b) applicable law requires consent of
both Partners unless varied by agreement; in no event shall unanimous approval
be required as to any matter. Without limitation,
(i) Section 11(a) is amended to read as follows:
" (a) Management Rights. HDG shall manage the Partnership
business as "Managing Partner". Except as provided in
subsection (d) below, HCE shall have no rights to manage
the Partnership business or to bind the Partnership."
(ii) Subsections (d) through (f) of Section 11 are amended to
read as follows:
" (d) Consent Required. Without the consent of the holders
of 51% of the Voting Interests, the Managing Partner shall
not, on behalf of the Partnership, borrow or lend money;
or make, deliver, or accept any commercial paper; or
execute any mortgage, security agreement, bond, or lease;
or purchase or contract to purchase; sell or contract to
sell any property for or of the Partnership, other than
the type of property bought and sold in the regular course
of its business; assign, mortgage, grant a security
interest in, or sell its share in the Partnership or in
the capital assets or property, or enter into any
agreement as a result of which any person shall become
interested in it in the Partnership, or do any act
detrimental to the best interests of the Partnership or
which would make it impossible to carry on the ordinary
business of the Partnership."
" (e) Bank Accounts. All funds of the Partnership shall be
deposited or invested in its name in such accounts as may
be designated by the Managing Partner. All withdrawals
from such accounts shall be made upon such signatures and
utilize such procedures as may be determined by the
Managing Partner."
" (f) Accounting Records. The books of account of the
Partnership shall be audited by an independent certified
public accountant selected by the Managing Partner. The
Partnership books shall be maintained at the principal
office of the Partnership, and each Partner shall at all
times have access to such books."
(iii) Sections 12(b) and 13 are amended to read as follows:
" (b) Termination. This Agreement may be terminated by
vote of the Partners holding 75% of all Voting Interests
upon ten days' notice if the Project shall be taken or
condemned, in whole or in such part that its estimated
annual generation is less than 7,000 MWh, by any competent
authority and, after making a reasonable effort to do so,
Associates is unable to remain in possession of the
Project or if the Project or any part of the Project shall
be damaged, destroyed, or ordered to be demolished by any
public authority and Associates is unable to repair,
rebuild, and restore the Project to substantially the same
condition as it was immediately prior to such damage or
destruction with all reasonable dispatch."
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"13. Miscellaneous.
This agreement, as amended, contains the complete understanding of
the Partners as to its subject matter. Any additions, deletions, or
modifications to this Agreement are valid and binding between the Partners only
if in writing, dated, and signed by Partners holding 75% of all Voting
Interests. All notices shall be given in writing, addressed to the parties as
first above written, as such addresses may be changed from time to time by
notice."
4. The Partnership Agreement is hereby amended to add thereto the
definitions of terms as provided in the third "Whereas" clause of this
Amendment.
5. Except as amended hereby, the Partnership Agreement remains
unchanged and is presently in full force and effect and binding upon the
Partners.
Dated: May 25, 1999
HYDRA-CO ENTERPRISES, INC.
By:
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Its
CHI-DEXTER, INC.
By:
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Its
HYDRO DEVELOPMENT GROUP INC.
By:
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Its
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