Amendment No. 11 to Agreement and Plan of Reorganization and Merger among U.S. Energy Systems, Inc., US Energy Biogas Corp., and USE Acquisition Corp.

Summary

This amendment updates the merger agreement between U.S. Energy Systems, Inc., US Energy Biogas Corp. (formerly Zahren Alternative Power Corporation), and USE Acquisition Corp. It changes the terms of a contingent $800,000 payment due on June 30, 2003, specifying how the payment is guaranteed by different parties. The amendment also temporarily waives a requirement related to financial statement submissions until June 30, 2003. All other terms of the original merger agreement remain unchanged.

EX-2.15 5 d56622_ex2-15.txt MERGER AGREEMENT AMENDMENT NO. 11 AMENDMENT NO. 11 TO AGREEMENT AND PLAN OF REORGANIZATION AND MERGER BY AND AMONG U.S. ENERGY SYSTEMS, INC., USE ACQUISITION CORP. AND ZAHREN ALTERNATIVE POWER CORPORATION This Amendment No. 11 to Agreement and Plan of Reorganization and Merger (the "Amendment") is made as of the 11th day of June, 2003 by and between U.S. Energy Systems, Inc. ("Parent") and), and US Energy Biogas Corp. (formerly known as Zahren Alternative Power Corporation (the "Surviving Corporation")), as the surviving corporation of the merger with USE Acquisition Corp.("Merger Sub"). Unless indicated otherwise, capitalized terms shall have the same meanings herein as they have in the Merger Agreement (as defined below). W I T N E S S E T H WHEREAS, Parent, Merger Sub and the Surviving Corporation previously entered into that certain Agreement and Plan of Reorganization and Merger dated as of November 28, 2000 as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9 and Amendment No. 10 (collectively the "Merger Agreement"); and WHEREAS, the Parent and the Surviving Corporation now wish to amend the 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. Clause (B) of Section 2.01(a) of the Merger Agreement is hereby amended by deleting the existing clause in its entirety and inserting in its place the following clause: (B) a contingent obligation of Merger Sub to pay $800,000 in cash on June 30, 2003 (the "Contingent Merger Payment") (of which Contingent Merger Payment 62.5% of the payment is guaranteed severally but not jointly by USE and 37.5% of the payment is guaranteed severally but not jointly by CSHC pursuant to guarantees of USE and CSHC, respectively (the "Guarantees"), substantially in the form of Exhibits 2.01(a-2) and 2.01(a-3)), 2. Parent and Surviving Corporation hereby waive until June 30, 2003 compliance with section 2.05(a)(ii) of the Merger Agreement to the extent of the submission of the response and objection to the Draft Effective Date Balance Sheet. 3. Except as amended hereby, the Merger Agreement is as hereby ratified and confirmed and, as so amended, remains in full force and effect on the date hereof. IN WITNESS WHEREOF, Parent and the Surviving Corporation have caused this Agreement to be executed as of the date first written above. U.S. ENERGY SYSTEMS, INC. By: ____________________________________ Name: Title: US ENERGY BIOGAS CORP By: ____________________________________ Name: Title: CONSENTED TO BY: MAJOR SHAREHOLDER AGENT: AJG FINANCIAL SERVICES, INC. By: _________________________ Name: Title: