Midland Cogeneration Venture Limited Partnership Sample Contracts

AMENDMENT NO. 2
Service Agreement • March 24th, 1998 • Midland Cogeneration Venture Limited Partnership • Electric services
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FOR
Assignment Agreement • March 26th, 2003 • Midland Cogeneration Venture Limited Partnership • Electric services • Michigan
RECITALS
And Security Agreement • March 26th, 2003 • Midland Cogeneration Venture Limited Partnership • Electric services • New York
Amendment One
Consent and Agreement • March 1st, 2004 • Midland Cogeneration Venture Limited Partnership • Electric services • Michigan

This Amendment made as of March 21, 2003 (Amendment Effective Date) by and between Midland Cogeneration Venture Limited Partnership (“MCV”), a limited partnership organized under the laws of Michigan, with offices located at 100 Progress Place, Midland, Michigan 48640, and General Electric International, Inc., a corporation organized under the laws of the State of Delaware, United States of America with offices at 4200 Wildwood Parkway, Atlanta, Georgia, 30339 (hereinafter referred to as “GEII”).

Reduced Dispatch Agreement
RCP Procedure • March 1st, 2005 • Midland Cogeneration Venture Limited Partnership • Electric services • Michigan

This Reduced Dispatch Agreement including all exhibits hereto (“RDA”) is made this 7 day of July 2004, between Midland Cogeneration Venture Limited Partnership (“MCV”), a Michigan limited partnership, with offices at 100 Progress Place, Midland, Michigan 48640, and Consumers Energy Company (“CECo”), a Michigan corporation, with offices at 1945 West Parnall Road, Jackson, Michigan 49201 (sometimes referred to singularly as “Party” and collectively as the “Parties”) and is entered into pursuant to the RCA (defined below).

RESOURCE CONSERVATION AGREEMENT
Resource Conservation Agreement • March 1st, 2005 • Midland Cogeneration Venture Limited Partnership • Electric services • Michigan

Where MPI is the initial Market Price of Energy from (1) above and MWTSM is the lower of 50% of the total sold (in MW) in the applicable hour or 150 MW. If the above formula was applied to Method 1 Example 1: (a) MPI would equal $33/MW, (b) MWTSM would equal 112.5 MW, and (c) MPMAX would equal $35.10/MW.

GUARANTY AGREEMENT
Guaranty Agreement • March 1st, 2004 • Midland Cogeneration Venture Limited Partnership • Electric services • Michigan

This GUARANTY AGREEMENT (the “Guaranty”) is made effective as of the 22nd day of January, 2003 by General Electric Company, a corporation duly organized and existing under the laws of New York, with its head office located at 3135 Easton Turnpike Fairfield, Connecticut 06431 (herein called “Guarantor”) for the benefit of Midland Cogeneration Venture Limited Partnership a Michigan limited partnership, with its office located at 100 Progress Place, Midland, Michigan 48640 (herein called “MCV”). (MCV and Guarantor are individually referred to herein as a “Party” and collectively as the “Parties.”)

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