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EXHIBIT 10.55(a)


GUARANTY AGREEMENT



This GUARANTY AGREEMENT (the
“Guaranty”) is made effective as of the 22nd day
of January, 2003 by General Electric Company, a corporation duly organized and
existing under the laws of New York, with its head office located at 3135
Easton Turnpike Fairfield, Connecticut 06431 (herein called “Guarantor”) for
the benefit of Midland Cogeneration Venture Limited Partnership a Michigan
limited partnership, with its office located at 100 Progress Place, Midland,
Michigan 48640 (herein called “MCV”). (MCV and Guarantor are individually
referred to herein as a “Party” and collectively as the “Parties.”)


RECITALS


WHEREAS, General Electric International, Inc., a corporation duly organized and
existing under the laws of Delaware, with its head office situated at 4200
Wildwood Parkway, Atlanta, GA 30339 (herein called “Subsidiary”); is a wholly
owned subsidiary of Guarantor.


WHEREAS, MCV and Subsidiary have entered into a Maintenance Services And Parts
Agreement, dated December 31st, 2002 (herein the “Agreement”) with respect to
certain equipment at the MCV facility.


WHEREAS, under the terms of the Agreement, Subsidiary is obligated to provide
MCV with this Guaranty.


WHEREAS, Guarantor has agreed to provide this Guaranty as provided herein.


NOW, THEREFORE, in consideration of the premises and mutual covenants set forth
herein, the Parties hereto agree as follows:



	1.	 	Guarantor hereby absolutely, irrevocably and unconditionally guarantees
to MCV the prompt return and payment of the principle amount and interest
in the cash collateral account, in whole and/or in part when the same is
due as set forth in Article 5.8 of the Agreement in the event Subsidiary
fails, refuses or is otherwise unable or unwilling to return/pay the
principle amount and interest, or any part thereof, in the cash collateral
account when the same is due as set forth in said Article 5.8 or
Subsidiary becomes insolvent, bankrupt, reorganized, or makes a general
assignment or arrangement with or for the benefit of creditors or
otherwise is unable or unwilling to perform its financial obligations to
MCV therein (hereinafter, collectively, “the Obligation”).
	 
	2.	 	This is a guaranty of payment only. Guarantor retains all of the same
legal defenses available to Subsidiary with regard to the return/payment
of the principal amount and interest in the cash collateral account
provided in the Agreement except any defense based upon the bankruptcy,
insolvency, reorganization,



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	 	 	assignment for the benefit of creditors or similar right, law, or the
application thereof, affecting Subsidiary.
	 
	3.	 	Guarantor hereby consents and agrees that, without notice to or
subsequent consent by Guarantor and without affecting or impairing the
Obligation of Guarantor as herein set forth, MCV may, by action or
inaction, compromise, settle, waive, extend, refuse to enforce, release
(in whole or in part), or otherwise grant indulgences to Subsidiary in
respect to any part or all of the Obligation and may amend, modify or
extend, in the Agreement or any other documents or agreements relating to
the Obligation, the Obligation other than this Guaranty. No delays or
indulgences on the part of MCV in the exercise of any right or remedy with
respect to the Obligation shall operate as a waiver of the Obligation.
	 
	4.	 	This Guaranty is a continuing, primary and original obligation of
Guarantor and is an absolute, unconditional, irrevocable guaranty and
shall remain in full force and effect until the Obligation is satisfied in
full and finally by Subsidiary or Guarantor, without regard to future
changes in conditions, including change of law, or any invalidity or
irregularity with respect to the execution and delivery of any agreement
by Subsidiary with respect to the Obligation.
	 
	5.	 	The terms and provisions of this Guaranty shall be binding upon and inure
to the benefit of the respective successors and assigns of the Parties.
No assignment or transfer of the Agreement or this Guaranty shall operate
to extinguish or diminish the liability of Guarantor hereunder. Guarantor
shall not assign or transfer any of its obligations under this Guaranty.
Any assignment or attempted assignment in violation hereof, whether by
operation of law or otherwise, shall be null and void, ab initio.
	 
	6.	 	Guarantor represents and warrants that it is a corporation duly organized
and in good standing under the laws of its place of incorporation, that it
has full power and authority to enter into this Guaranty, that its
execution and delivery of this Guaranty has been duly authorized by all
requisite corporate action, and that this Guaranty constitutes a legal,
valid, and binding obligation of the Guarantor enforceable against
Guarantor in accordance with its terms (subject to the application of
bankruptcy or insolvency laws affecting the Guarantor).
	 
	7.	 	This Guaranty shall be governed by and construed in accordance with the
laws of the State of Michigan, U.S.A., provided that any provision of such
law invalidating any provision of this Guaranty or modifying the intent of
the Parties as expressed in the terms of this Guaranty shall not apply.
	 
	8.	 	Any communication required under this Guaranty shall be deemed given:
upon delivery in the case of in-hand delivery, on the date shown by a
facsimile transmission report in the case of facsimile delivery, and on
the date of delivery in the case of a delivery service. All
communications under this Guaranty shall be sent to the following
individuals at their respective facsimile/address:



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	If to MCV:	 	
If to Guarantor:
	Robert E. McCue	 	
General Manager-GE Contractual Services
	100 Progress Place	 	
4200 Wildwood Parkway
	Midland, MI 48640	 	
Atlanta, GA 30339
	Fax No. (989) 633-7935	 	
Fax No. (678) 844-5312
	 	 	 
	With a copy to:	 	 
	 	 	 
	Gary B. Pasek	 	
General Counsel-GE Contractual Services
	100 Progress Place	 	
4200 Wildwood Parkway
	Midland, MI 48640	 	
Atlanta, GA 30339
	Fax No. (989) 633-7905	 	
Fax No. (678) 844-5312




The Parties may change the name, address, and/or facsimile number of the above
in the same manner as provided in this paragraph 8.



	9.	 	No failure on the part of MCV to exercise, and no delay in exercising,
any right, remedy, or power hereunder shall operate as a waiver thereof,
nor shall any single or partial exercise by MCV of any right, remedy, or
power hereunder preclude any other or future exercise of any right,
remedy, or power. Each and every right, remedy, and power hereby granted
MCV or allowed it by law or other agreement shall be cumulative and not
exclusive and may be exercised at any time or from time to time.



IN WITNESS WHEREOF, the Parties hereto have caused this Guaranty to be executed
by their respective authorized representatives as of the date first written
above.



	 	 	 	 	 
	General Electric Company	 	 
	 	 	 	 	 
	By:	
/s/ James N. Suciu
	 	Date: 1/23/03
	 	

	 	 
	Name:	 	
James N. Suciu	 	 
	Title:	 	
Vice-President	 	 




This Guaranty is accepted and agreed:



	 	 	 	 	 
	Midland Cogeneration Venture Limited Partnership
	 	 	 	 	 
	By:	
/s/ James M. Kevra
	 	Date: 1/27/2003
	 	

	 	 
	Name:	 	
James M. Kevra	 	 
	Title:	 	
President and CEO	 	 





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