Exhibit 10.3 (c)
----------------
SECOND AMENDMENT TO
WINDSYSTEM MANAGEMENT AGREEMENT
This Second Amendment to Windsystem Management Agreement (the "Amendment") dated
as of March 21, 2006 is made by and between Enron Wind Systems, LLC ("EWS") and
Zond Windsystem Partners, Ltd. Series 85-B, a California limited partnership
(the "Partnership").
RECITALS
--------
WHEREAS, EWS and the Partnership are parties to that certain Windsystem
Management Agreement dated September 9, 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 March 31,
2006 (the "Windsystem Management Termination Date") and the parties desire to
extend the Windsystem Management Termination Date until June 30, 2006.
AGREEMENT
---------
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 Windsystem
--------------------------------------------
Management Agreement is hereby amended by deleting the date "March 31, 2006"
that appears therein and replacing it in its entirety with the date "June
30, 2006".
2. Governing Law. The terms and provisions of this Amendment shall be 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 which
------------
shall be deemed an original and all of which, when taken together, shall
constitute one and the same document.
- 1 -
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 Windsystem Partners, Ltd. Series
a California limited liability company 85-B, a California Limited Partnership
By: Enron Wind LLC, By: Zond Windsystems Management IV
its sole member LLC, its general partner
By: Enron Renewable Energy Corp., By: /s/ Xxxxx X. Xxxxxx
its sole member ------------------------------------
Name: Xxxxx X. Xxxxxx
----------------------------------
Title: President and Chief Executive
Officer
---------------------------------
By: /s/ Xxxxx X. Xxxxxx
----------------------------------
Name: Xxxxx X. Xxxxxx
--------------------------------
Title: President and Chief Executive
Officer
-------------------------------
