exv10w55xby



 



EXHIBIT 10.55(b)


Amendment One



This Amendment made as of March 21, 2003 (Amendment Effective Date) by and
between Midland Cogeneration Venture Limited Partnership (“MCV”), a limited
partnership organized under the laws of Michigan, with offices located at 100
Progress Place, Midland, Michigan 48640, and General Electric International,
Inc., a corporation organized under the laws of the State of Delaware, United
States of America with offices at 4200 Wildwood Parkway, Atlanta, Georgia,
30339 (hereinafter referred to as “GEII”).


Whereas, MCV and GEII entered into a Maintenance Services and Parts Agreement
made as of 31 December, 2002 (“the Agreement”); and


Whereas, the Parties wish to amend the Agreement in accordance with the terms
of this Amendment One;


In consideration of the mutual benefits expressed herein, the Parties hereby
agree as follows:



	1.	 	Article 2.2 of the Agreement is amended by capitalizing all instances of
the word “outage” in the third and fourth paragraphs.
	 
	2.	 	Article 2.2.1 of the Agreement is amended by capitalizing the word
“parts” in the last sentence and making lowercase all instances of the
word “Maintenance”.
	 
	3.	 	Article 2.6 of the Agreement is amended by capitalizing all instances of
the word “facility” and the word “parts” in (iii).
	 
	4.	 	Article 2.10 of the Agreement is amended by replacing the word
“Refurbished”, with the word, “Reconditioned”.
	 
	5.	 	Article 3.2 of the Agreement is amended removing the comma from the first
bulleted item and capitalizing the word “outages” in the 10th bulleted
item.
	 
	6.	 	Article 3.6.1 of the Agreement is amended by capitalizing all instances
of the word “outage”.
	 
	7.	 	Article 4.2.2 of the Agreement is amended by adding a blank line below
the Article title.



 






 


EXHIBIT 10.55(b)





	8.	 	Article 4.2.4 of the Agreement is amended by adding a blank line below
the Article title.
	 
	9.	 	Article 5.1 of the Agreement is amended by removing the Article numbering
before the first paragraph.
	 
	10.	 	Article 5.2.1.1 of the Agreement is amended by making lowercase all
instances of the word “Fee”.
	 
	11.	 	Article 5.2.2 of the Agreement is amended by justifying section B3 so
that all clauses begin with the same left margin.
	 
	12.	 	Article 6.5 of the Agreement is amended by making lowercase all instances
of the word “Facility” in the second paragraph.
	 
	13.	 	Consistent with the intent of this Amendment One, Exhibit 13 to the
Agreement is amended by substituting the revised exhibit as described
below:
	 
	 	 	  Exhibit 13
“Consent and Agreement”          Rev. 2 on 05 February 2003 by jam

A copy of the revised exhibit described above is attached to this
Amendment One.
	 
	14.	 	Except as expressly set forth in this Amendment One, the provisions of
the Maintenance Services and Parts Agreement remain unchanged and in full
force and effect.




	 	 	 	 	 	 	 
	 	 	General Electric International, Inc.	 	 	 	Midland Cogeneration Venture
	 	 	 	 	 	 	 
	By:	 	
  /s/ James Suciu
	 	By:
	 	  /s/ James M. Kevra
	 	 	


	 	 	 	

	 	 	
James Suciu
	 	 	 	James M. Kevra
	 	 	
Vice-President
	 	 	 	President and CEO
	 	 	
GE
	 	 	 	Midland Cogeneration Venture Limited Partnership




 










 



Exhibit 13


CONSENT AND AGREEMENT



     CONSENT AND AGREEMENT, dated as of December 31, 2002, made by GE
International, Inc, a Delaware corporation, (the “undersigned”) to the parties
whose names appear on Schedule A attached hereto (the “Transaction Parties”),
provides as follows:


     1.     Midland Cogeneration Venture Limited Partnership (“MCV”), and the
undersigned entered into the Maintenance Services and Parts Agreement, dated
December 31, 2002, as the same may be amended, modified or supplemented from
time to time in accordance with the provisions thereof and of this Consent and
Agreement (the “Contract”). MCV was the owner of an approximately 1370 MW
gas-fired cogeneration facility in Midland, Michigan (the “Facility”). Pursuant
to several separate Participation Agreements, each dated as of June 1, 1990,
MCV sold and leased-back several separate Undivided Interests in the Facility
under several separate Leases each having a basic term of 25 years. The general
structure of the sale and lease-back transactions is described in more detail
in Schedule B attached hereto.


     2.     The undersigned hereby acknowledges notice of the sale and lease-back
transactions described in Schedule B and receipt of a photocopy of each
Participation Agreement (including Appendix A thereto but excluding other
Appendices, Exhibits and Schedules referenced therein unless specifically
requested). Photocopies of the related Transaction Documents will be made
available by MCV to the undersigned at its request for inspection. The
undersigned further acknowledges and consents to the assignments of and Liens
on the Contract pursuant to the Transaction Documents related to each sale and
lease-back transaction, and hereby agrees with each of the Transaction Parties
(provided, however, that each of the Indenture Trustees will have the rights
set forth herein only until the undersigned receives written notice from such
Indenture Trustee that the related Undivided Interest in the Facility is no
longer subject to the Lien of the Indenture to which such Indenture Trustee is
a party and the Secured Notes issued pursuant to such Indenture have been paid
in full) that:


          (a) Each Owner Trustee and each related Indenture Trustee shall be
entitled, after a Lease Event of Default or an Indenture Event of Default under
the Lease or the Indenture, as the case may be, to which such Person is a
party, to exercise any and all rights of MCV under the Contract in accordance
with the terms of the related Lease, the related Lessee Security Agreement, the
related Indentures and this Consent and



Rev. 2 on 05 February 2003 by jam



 






 





Agreement, and the undersigned will comply in all respects with such
exercise by any of such Persons.


          (b) The undersigned will give each owner Trustee and Indenture Trustee
prompt written notice of any default of which it has knowledge under the
Contract which, if not cured, would give the undersigned the right to suspend
its performance under, or to terminate, the Contract. Each Owner Trustee and
Indenture Trustee (and their respective designee(s)) shall have the right,
within 30 days (or such longer period, not to exceed 90 days, as may reasonably
be required to cure defaults other than defaults in respect to the nonpayment
of money by MCV) of receipt by each such Person of such written notice, to cure
such default.



          (c) In the event any Owner Trustee or Indenture Trustee succeeds to MCV’s
rights or interests under the Contract after a Lease Event of Default or an
Indenture Event of Default under the Lease or the Indenture, as the case may
be, to which such Person is a party, whether by foreclosure or otherwise, such
Person shall have the right to exercise all rights of MCV under such Contract,
and the undersigned will comply in all respects with such exercise by such
Person.



          (d) The exercise of remedies under any Lease or foreclosure of any
Indenture, whether by judicial proceedings or under power of sale contained in
such Indenture or otherwise or any conveyance from MCV or any Owner Trustee to
either related Indenture Trustee in lieu thereof, following a Lease Event of
Default or Indenture Event of Default under the Lease or the Indenture, as the
case may be, to which such Person is a party, shall not require the further
consent of the undersigned.



     3.     It is understood and agreed that the Contract and this Consent and
Agreement are subject to all tariffs and all Applicable Laws relating to such
services. Except as required, in the undersigned’s reasonable opinion or by any
Applicable Law, the undersigned will not, without the prior written consent of
each Owner Trustee and Indenture Trustee (unless MCV delivers to the
undersigned a certificate stating that such consent is not required by the
terms of the related Transaction Documents), cancel, amend, modify or terminate
or accept any cancellation, amendment, modification or termination thereof,
except if such cancellation or termination is in accordance with the express
terms of the Contract, but subject to the rights of each Owner Trustee and
Indenture Trustee to cure any defaults and to keep the Contract in full force
and effect as provided in Section 2(b) above.


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     4.     In the event that any Owner Trustee or Indenture Trustee (or their
respective designee(s)) assumes the Contract or otherwise elects to perform the
duties of MCV under the Contract, such Person shall not have any personal
liability to the undersigned for the performance of MCV’s obligations under the
Contract, it being understood that the sole recourse of the undersigned seeking
enforcement of such obligations shall be to such Person’s interest in the
Facility and the related rights and Revenues therefrom.


     5.     If the Contract is rejected by a trustee or debtor-in-possession in any
bankruptcy, insolvency or similar proceeding involving any Persons other than
the undersigned, or is terminated for any other reason (except as a result of a
default which was not appropriately cured as provided herein and in the
Contract), and if, (i) within 30 days thereafter, MCV (in the case of a
bankruptcy, insolvency or similar proceeding involving any Owner Trustee or
Owner Participant), any Owner Trustee, Indenture Trustee or their respective
successors or assigns so request and (ii) all payment defaults under the
Contract have been cured, the undersigned will execute and deliver to the
Person or Persons making such request in proportion to their respective
interests in the Contract a new Contract for the services remaining to be
performed under the original Contract and containing the same terms and
conditions as the original Contract (except for any requirements which have
been fulfilled prior to such termination). Such new Contract also shall be
subject to the terms of this Consent and Agreement.


     6.     The undersigned acknowledges that after the end of the respective Lease
Terms and during the respective Residual Terms, each Owner Trustee, as the
assignee of an Undivided Interest in the Contract pursuant to the related
Facility Agreements Assignment, shall have all of the rights and shall be
liable for all of the obligations (to the extent of its respective Undivided
Interest Percentage) on a non-recourse basis of MCV under the Contract. The
undersigned further acknowledges that MCV shall be the initial Operator of the
Facility under the Operating Agreement and further agree that the Owner
Trustees may appoint any Person to serve as a successor Operator thereunder so
long as such Person satisfies the requirements set forth in the Operating
Agreement.


     7.     No termination, amendment or waiver of any provision of this Consent
and Agreement or consent to any departure by the undersigned from any provision
of this Consent and Agreement shall be effective unless the same shall be in
writing and signed by the Owner Trustees, the Indenture Trustees and MCV and
then such waiver or consent shall be effective only in a specified instance for
the specific purpose for which it was given.


Rev. 2 on 05 February 2003 by jam


 






 





     8.     This Consent and Agreement shall be governed by, and construed in
accordance with, the laws of the State of Michigan, and shall be binding on the
parties hereto and their respective successors and assigns.


     IN WITNESS WHEREOF, the undersigned by its officers thereunto duly
authorized, have duly executed this Agreement as of the day and year first
above written.



	 	 	 
	 	 	
/s/ Jim Suciu
	 	 	


	 	 	 
	 	 	
By: Jim Suciu
	 	 	


	 	 	 
	 	 	
Title: VP GE Power Systems



Seen and Agreed to this

25th day of March, 2003.




	 	 	 
	MIDLAND COGENERATION VENTURE
	 	 	
LIMITED PARTNERSHIP, as
	 	 	
Lessee
	 	 	 
	By:	
/s/ James M. Kevra
	 	


	Title:	 	
President & CEO



Rev. 2 on 05 February 2003 by jam