AMENDMENT NO. 10 TO ESCROW AGREEMENT
THIS AMENDMENT NO. 10 to the Escrow Agreement is made as of the 28th
day of July, 2003 (as supplemented or modified from time to time, this
"Agreement") by and among AJG Financial Services, Inc., through its
Vice-President, General Counsel as agent (the "Major Shareholder Agent") for
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Finova Mezzanine Capital Corp., AJG Financial Services, Inc.,
Environmental Opportunities Fund (by itself and as successor to Environmental
Opportunities Fund Cayman), ▇▇▇▇▇▇▇ ▇▇▇▇, M&R Associates, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (each, an "Initial Major
Shareholder") and for ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, U.S. Energy Systems, Inc., a Delaware
corporation ("USE"), and US Energy Biogas Corp. (formerly known as ▇▇▇▇▇▇
Alternative Power Corporation), as the successor to USE Acquisition Corp. a
Delaware corporation (the "Sub" and together with USE, the "USE Parties"),
Cinergy Energy Solutions, Inc., a Delaware corporation ("CES" and together with
the USE Parties, the "Beneficiaries"), and ▇▇▇▇▇▇▇▇▇▇ Helpern Syracuse &
Hirschtritt LLP having an office at ▇▇▇ ▇▇▇▇▇ ▇▇▇., ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇
(the "Escrow Agent"). Unless indicated otherwise, capitalized terms shall have
the same meanings herein as they have in the Escrow Agreement (as defined
below).
W I T N E S S E T H:
WHEREAS, the parties hereto and the Initial Major Shareholders have
previously entered into that certain Escrow Agreement dated as of November 28,
2000 (as amended by Amendment No. 1 dated as of May 11, 2001, Amendment No. 2
dated as of November 1, 2002, Amendment No. 3 dated as of February 10, 2003,
Amendment No. 4 dated as of March 13, 2003, Amendment No. 5 dated as of April
15, 2003, Amendment No. 6 dated as of May 14, 2003, Amendment No. 7 dated as of
June 11, 2003, Amendment No. 8 dated as of June 27, 2003 and Amendment No. 9
dated as of July 11, 2003, the "Escrow Agreement");
WHEREAS, the parties hereto now wish to amend the Escrow Agreement;
NOW, THEREFORE, in consideration of $10.00 and other consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. The last sentence of Section 3(d) of the Escrow Agreement is
hereby amended by deleting the existing sentence in its
entirety and inserting in its place the following sentence:
The "Release Date" shall be August 15, 2003.
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2. Except as amended hereby, the Escrow Agreement is hereby
ratified and confirmed and, as so amended, remains in full
force and effect on the date hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of the date first written above.
MAJOR SHAREHOLDER AGENT:
AJG FINANCIAL SERVICES, INC.
By: ____________________________________
Name:
Title:
CINERGY ENERGY SOLUTIONS, INC.:
By: ____________________________________
Name:
Title:
U.S. ENERGY SYSTEMS, INC.:
By: ____________________________________
Name:
Title:
US ENERGY BIOGAS CORP:
By: ____________________________________
Name:
Title:
ESCROW AGENT:
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SYRACUSE &
HIRSCHTRITT LLP
By: ____________________________________
A Member of the Firm
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