Exhibit 10.8(f)
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THIRD AMENDMENT TO THE
POWER PURCHASE AGREEMENT
BETWEEN
ZOND WINDSYSTEM
PARTNERS, LTD.,
SERIES 85-C
AND
PACIFIC GAS AND ELECTRIC COMPANY
(PG&E LOG NO. 01W017)
THIS THIRD AMENDMENT ("Amendment") is by and between PACIFIC GAS AND
ELECTRIC COMPANY ("PG&E"), a California corporation and Zond Windsystem
Partners, Ltd., Series 85-C ("Seller"), a California limited partnership. PG&E
and Seller are sometimes referred to herein individually as "Party" and
collectively as the "Parties."
RECITALS
A. On January 17, 1985 Seller (or Seller's predecessor, as applicable) and
PG&E entered into a Power Purchase Agreement (as amended, the "PPA"), pursuant
to which PG&E purchases electric power from Seller and Seller sells electric
power to PG&E.
B. On April 6, 2001, PG&E filed a voluntary petition under chapter 11 of
the United States Bankruptcy Code in the San Francisco Division of the United
States Bankruptcy Court for the Northern District of California (the "Bankruptcy
Court") (In re Pacific Gas and Electric Company, Bankr. Case No. 01-03923).
C. On June 14, 2001, the California Public Utilities Commission (the
"Commission") issued Decision 01-06-015, which approved as reasonable certain
non-standard PPA energy price modifications.
D. Seller and PG&E now desire to enter into the PPA energy price
modification set forth below.
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AMENDMENT
In consideration of the mutual promises and covenants contained herein,
PG&E and Seller agree to modify the Agreement as follows:
1. FIXED ENERGY PRICE
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Upon approval by the Bankruptcy Court as specified in Section 2 below,
the energy price term specified in the PPA (PG&E's "full short-run avoided
costs" or "full short-run avoided operating costs" as the case may be)
shall be replaced for the lesser of the remaining term of the PPA or five
years with the applicable energy prices as specified in Attachment A, which
is hereby incorporated by reference. Upon approval by the Bankruptcy Court
as specified in Section 2 below, such amended energy prices shall become
effective on July 16, 2001, at 00:00 PPT. No provision of the PPA other
than the energy price term is or shall be deemed to be modified, amended,
waived or otherwise affected by this Amendment. The Parties agree to
reasonably cooperate and contest any challenge in any Commission
proceeding that seeks to alter or modify the energy pricing terms set forth
in Attachment A, including, but not limited to, any challenge to the
reasonableness of PG&E having entered into this Amendment.
2. EFFECTIVENESS OF AMENDMENT
This Amendment shall not become effective unless and until it has been
approved by the Bankruptcy Court. If the Bankruptcy Court has not approved
this Amendment by August 15, 2001, this Amendment shall be deemed a
nullity.
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3. SIGNATURES
IN WITNESS WHEREOF, Seller and PG&E have caused this Amendment to be
executed by their authorized representatives.
PACIFIC GAS AND ELECTRIC COMPANY
A California corporation
By: /s/ ?
--------------------------
Title: Director USPM
Date: 7/14/01
ZOND WINDSYSTEM PARTNERS, LTD.,
SERIES 85-C
A California limited partnership
By ZOND WINDSYSTEMS
MANAGEMENT CORPORATION V, its
General Partner
By: /s/ John A. Lamb
--------------------------------
Title: Asst. Sec.
Date 11-13-01
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Attachment A
Pacific Gas and Electric Company
FIXED ENERGY PRICES FOR QUALIFYING FACILITIES UNDER D.01-06-015 [1]
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Effective through December 31, 2001
Starting 2001 TOU
Energy 2001 TOU SRAC TF 2001 TOU Energy
Value Hours Base [2] Factor [3] Price [4]
$/kwh $/kwh
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(a) (b) (c) (d) (e) = a*d
Allocation of Annual Fixed Price to Seasons: Without Time-of Use Metering:
- -------------------------------------------
Period A - Summer 0.053700 4,417 0.018748 0.879 0.047181
Period B - Winter 0.053700 4,343 0.023973 1.123 0.060330
Annual Average 0.053700 8,760 0.021338 0.053700
Allocation of Seasonal Prices to TOU Periods:
- --------------------------------------------
Period A - Summer With Time-of-Use Metering:
Peak 0.047181 774 1.065 0.050248
Partial-Peak 0.047181 903 1.022 0.048219
Off-Peak 0.047181 2,003 0.985 0.046465
Super Off-Peak 0.047181 737 0.946 0.044633
Period B - Winter
Peak -- - -- --
Partial-Peak 0.060330 1,612 1.032 0.062261
Off-Peak 0.060330 2,008 0.992 0.059866
Super Off-Peak 0.060330 723 0.950 0.057314
1. These energy prices are derived solely for purposes of implementing
the five-year energy price (5.37 cents/kwh) option in CPUC Decision (D.)
01-06-015. These prices will be reallocated annually using appropriate
TOU calendar hours.
2. SRAC TF Base values reflect the seasonal allocation factors currently
specified in PG&E's SRAC Transition Formula, as adopted by the CPUC in
D.96-12-028. Seasonal values reflect the Base SRAC energy prices adopted
in D.96-12-028. The annual average value shown derives from weighting the
seasonal values by TOU period hours.
3. TOU factors allocate the fixed annual energy price for seasons, and
seasonal values for time-of-use periods. Seasonal TOU factors are derived
from the ratio of the season SRAC TF Base values to the average annual
value shown. Intraseasonal TOU factors are as adopted in D.96-12-028
(as corrected in CPUC D.97-01-027). Off-peak period values are calculated
using seasonal period hours for the applicable year, per the following:
Period A (May 1 - October 31) Period B (November 1 - April 30)
--------------------------------------- ----------------------------------------------
[Total Summer hours- (1.065*Summer
Peak hours) - (1.022*Summer Partial Peak [Total Winter hours - (1.032*Winter Partial-
hours) - (0.946*Summer Super Off-Peak Peak hours)-(0.950*Winter Super Off-Peak
hours)]/Summer Off-Peak hours hours) hours)]/Winter Off-Peak hours.
4. TOU energy price is the product of the starting energy value and the TOU
factor. Energy prices shown do not include applicable line loss
adjustments. Line loss adjustments will be determined in accordance with
CPUC D.01-01-007.