Exhibit 10.8(l)
---------------
AMENDMENT NO. 1 TO
RESERVATION OF RIGHTS AGREEMENT
This Amendment No. 1 to the Reservation of Rights Agreement (this
"Amendment") is dated as of July 10, 2006 by and between
---------
Enron Wind Systems, LLC ("EWS"), the successor by merger to Enron Wind
---
Systems, Inc., which was formerly known as Zond Systems, Inc., and
Zond Windsystem Partners, Ltd. Series 85-A, a California limited
partnership (the "Partnership").
-----------
RECITALS
A. WHEREAS, EWS and the Partnership are parties to that certain
Reservation of Rights Agreement dated as of February 15, 2006
(the "Reservation of Rights Agreement"), pursuant to which EWS
-------------------------------
has granted to the Partnership certain rights relating to (i)
that certain Power Purchase Agreement dated June 14, ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Edison Company ("SCE") and EWS
known as the Monolith I PPA and (ii) that certain Power
Purchase Agreement dated June 14, 1984 between SCE and EWS
known as the Monolith II PPA.
B. WHEREAS, the term of the Reservation of Rights Agreement expires
June 30, 2006 (the "Termination Date").
----------------
C. WHEREAS, EWS and the Partnership desire to extend the Termination
Date to 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 Reservation of Rights Agreement. Section 4 of the
--------------------------------------------
Reservation of Rights Agreement is hereby amended as by deleting
the date "June 30, 2006" that appears therein and replacing it
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.
1
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 as of June 30,
--------------
2006 and the Reservation of Rights Agreement shall be deemed
amended by this Amendment as of such date.
IN WITNESS WHEREOF, each of the parties to this Amendment has executed
this Amendment on the date first set forth above.
EWS Partnership
Enron Wind Systems, LLC, Zond Windsystem Partners, Ltd. Series
a California limited liability company 85-A, a California limited partnership
By: Enron Wind LLC, By: Zond Windsystems Management
its sole member III LLC, its General Partner
By: Enron Renewable Energy Corp., By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
its sole member -------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------
Title: President & CEO
-------------------------------
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------
Title: President & CEO
-------------------------------
2
