THIRD AMENDMENT TO
WINDSYSTEM MANAGEMENT AGREEMENT
This Third Amendment to Windsystem Management Agreement (the "Amendment")
is made by and between Enron Wind Systems, LLC ("EWS") and Zond PanAero
Windsystem Partners I, a California Limited Partnership (the
"Partnership").
RECITALS
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WHEREAS, EWS and the Partnership are parties to that certain Windsystem
Management Agreement dated July 27, 1998 (the "Windsystem Management
Agreement"), pursuant to which EWS performs certain management,
administrative and other services for the Partnership in connection with
that certain wind power project owned by the Partnership.
WHEREAS, the term of the Windsystem Management Agreement expires on
December 31, 2004 (the "Windsystem Management Termination Date") and the
parties desire to extend the Windsystem Management Termination Date until
June 23, 2005.
AGREEMENT
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NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, EWS and the Partnership agree
as follows:
1. Amendment to Windsystem Management Agreement. Section 3 of the
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Windsystem Management Agreement is hereby amended by deleting the date
"December 31, 2004" that appears therein and replacing it in its entirety
with the date "June 23, 2005".
2. Governing Law. The terms and provisions of this Amendment shall be
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governed by and construed in accordance with the laws of the state of
California.
3. Counterparts. This Amendment may be executed in counterparts, each of
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which shall be deemed an original and all of which, when taken together,
shall constitute one and the same document.
4. Effective Date. This Amendment shall be effective and the Windsystem
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Management Agreement shall be amended pursuant to this Amendment as of
December 31, 2004.
IN WITNESS WHEREOF, each of the parties to this Amendment have executed
this Amendment on date set forth below.
EWS Partnership
Enron Wind Systems, LLC Zond-PanAero Windsystems Partners I,
a California Limited Partnership
By: ------------------- By: Zond Windsystems Management LLC,
Name: ----------------- its General Partner
Title: ----------------
By: ---------------------
Name: -------------------
Title: ------------------
Date: ----------------- Date: -------------------
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