(9)AR 011508 AGRMT NM Colton LLC

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APPROVED BY CITY OUNCIL Date - -68' FIRST AMENDMENT TO Item #�_ POWER PURCHASE CONTRACT THIS FIRST AMENDMENT TO POWER PURCHASE CONTRACT (this "AMENDMENT") is executed as of the 15th day of January, 2008, between THE CITY OF COLTON (the "CITY"), and NM COLTON GENCO, LLC, a Delaware limited liability company ("SELLER"). RECITALS A. SELLER and CITY were parties to that certain Power Purchase Contract dated as of December 3, 2002 (the "CONTRACT"), which expired by its terms on December 31, 2007. B. Under the CONTRACT, SELLER sold and CITY bought all of the electric output of SELLER's electric generation facility at the Colton Landfill. C. SELLER was recently sold, and CITY and the new owner of SELLER wish to continue in effect the terms of the CONTRACT through March 31, 2008, in order to allow SELLER to evaluate the operations of the electric generation facility and to allow SELLER and CITY to evaluate the feasibility and mutual desirability of a future agreement for the sale of electricity by SELLER to CITY. NOW, THEREFORE, in consideration of the foregoing, the parties hereto agree as follows: 1. Extended Term. Effective as of January 1, 2008, and retroactive to that date, SELLER and CITY hereby agree to extend the term of the CONTRACT through March 31, 2008 (the "EXTENSION PERIOD"). It is the intent of SELLER and CITY that the Extension Period shall have commenced immediately upon the expiration of the original term of the CONTRACT, so that the CONTRACT will have remained in effect without interruption. 2. Price. The price paid by CITY during the EXTENSION PERIOD shall be the price for 2008 listed on Attachment A to the CONTRACT. 3. Waiver of Notice. SELLER and CITY waive all notice period and other requirements in Article 2 of the CONTRACT to the extent necessary in order to allow the extension effected by this AMENDMENT. 4. Full Force and Effect. Except as provided above, the CONTRACT is unmodified by this AMENDMENT and remains in full force and effect. 5. Counterparts. This AMENDMENT may be executed in counterparts, which when taken together, shall constitute a single instrument.