Exhibit 10.1
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FIFTH AMENDMENT TO
WINDSYSTEM MANAGEMENT AGREEMENT
This Fifth Amendment to Windsystem Management Agreement (the
"Amendment") is made as of January 5, 2006 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, 1988 (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
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Management 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 11, the term of this
Agreement shall commence as of the Effective Date and terminate on
March 31, 2006" and (b) deleting the subsection 11.2.5 in its entirety
and replacing it with the following: "11.2.5 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
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of 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
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Windsystem 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 Zond-PanAero Windsystem Partners I,
a California Limited Partnership
By: Enron Wind LLC, its sole
member By: Zond Windsystems Management LLC,
its General Partner
By: Enron Renewable Energy Corp.,
its sole member By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: President & CEO
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President & CEO
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