Exhibit 10.2
------------
SEVENTH AMENDMENT TO
WINDSYSTEM MANAGEMENT AGREEMENT
This Seventh Amendment to Windsystem Management Agreement (the
"Amendment") is made and entered into as of August 11, 2006 by and
between Enron Wind Systems, LLC ("EWS") and Zond-PanAero Windsystem
Partners I, a California limited partnership (the "Partnership").
RECITALS
--------
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 May
31, 2006 (the "Windsystem Management Termination Date") and the parties
desire to extend the Windsystem Management Termination Date until
September 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 "May 31, 2006" that appears therein and replacing it in its
entirety with the date "September 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.
4. Effective Date. This Amendment shall be effective and the
--------------
Windsystem Management Agreement shall be amended pursuant to this
Amendment as of May 30, 2006.
-1-
IN WITNESS WHEREOF, each of the parties to this Amendment have
executed this Amendment on date first set forth above.
EWS Partnership
--- -----------
Enron Wind Systems, LLC, Zond-PanAero Windsystem Partners I,
a California limited liability company a California Limited Partnership
By: Enron Wind LLC, By: Zond Windsystems Management
its sole member LLC, its general partner
By: Enron Renewable Energy Corp., By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
its sole member --------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ----------------
--------------------------------- Title: President and CEO
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ -----------------
------------------
Title: President and CEO
-----------------