Exhibit 10.2
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FIRST AMENDMENT TO
WINDSYSTEM MANAGEMENT AGREEMENT
This First Amendment to Windsystem Management Agreement (the "Amendment")
is made as of January 5, 2006 by and between Enron Wind Systems, LLC
("EWS") and Zond Windsystem Partners, Ltd. Series 85-C, 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 November 4, 1985 (as amended, 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, 2005 (the Windsystem Management Termination Date") and the
parties desire to extend the Windsystem Management Termination Date until
March 31, 2006.
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. Amendments to Windsystem Management Agreement. The Windsystem Management
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Agreement is hereby amended by (a) deleting the text of Section 3 in its
entirety and replacing it with the following: "Unless sooner terminated as
set forth in Section 8, the term of this Agreement shall commence as of the
Effective Date and terminate on March 31, 2006" and (b) deleting the
subsection 8.2.5 in its entirety and replacing it with the following:
"8.2.5 The delivery by one Party to the other Party of a written notice of
termination at least ten (10) days prior to the proposed termination date."
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, 2005.
IN WITNESS WHEREOF, each of the parties to this Amendment have
executed this Amendment as of the date set forth above.
EWS Partnership
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Enron Wind Systems, LLC Windsystem Partners, Ltd., Series 85-C,
a California Limited Partnership
By: Enron Wind LLC, its sole
member By: Zond Windsystems Management V LLC,
its General Partner
By: Enron Renewable Energy Corp.,
its sole member By: /s/ Xxxxx X. Xxxxxx
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By: /s/ Xxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx
-------------------------------- Title: President & CEO
Name: Xxxxxx X. Xxxxxx
Title: President & CEO
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