TO THE POWER PURCHASE CONTRACTZond Windsystem Partners LTD Series 85-B • April 3rd, 2006
EXECUTION VERSION PURCHASE AND SALE AGREEMENT (TEHACHAPI PASS WIND PROJECT)Purchase and Sale Agreement • April 27th, 2006 • Zond Windsystem Partners LTD Series 85-B • Electric services
RECITALSZond Windsystem Partners LTD Series 85-B • April 3rd, 2006 • California
Fourth Amendment ---------------- To -- Agreement Among Co-Tenants -------------------------- (230kv line) ------------Zond Windsystem Partners LTD Series 85-B • April 3rd, 2006 • California
SUBLEASEZond Windsystem Partners LTD Series 85-B • April 3rd, 2006
Exhibit 10.5 ------------ TERMINATION OF RESERVATION OF RIGHTS AGREEMENT ----------------------------------------------Rights Agreement • September 15th, 2006 • Zond Windsystem Partners LTD Series 85-B • Electric services
RECITALSModification Agreement • April 3rd, 2006 • Zond Windsystem Partners LTD Series 85-B
AMENDMENT NO. 3Zond Windsystem Partners LTD Series 85-B • April 3rd, 2006
SERIES B PROMISSORY NOTEZond Windsystem Partners LTD Series 85-B • April 3rd, 2006
FOR VALUE RECEIVED, ZOND WINDSYSTEM PARTNERS, LTD., Series 85-B, a California Limited Partnership (the "Partnership") hereby promises to pay to the order of ZOND CONSTRUCTION CORPORATION III, a California corporation ("ZCC III"), at 112 South Curry Street, Tehachapi, California 93561, or at such other address as may be designated by ZCC III from time to time in writing, in lawful money of the United States of America, the principal sum of FOUR MILLION FOUR HUNDRED FIFTY-FIVE THOUSAND THREE HUNDRED SIXTY DOLLARS ($4,455,360), together with interest thereon as provided for below and, upon demand, all costs (including without limitation reasonable attorney's fees) properly incurred in connection with the enforcement of, and the collection of all amounts due under, this Series B Promissory Note (this "Promissory Note").
BETWEENZond Windsystem Partners LTD Series 85-B • April 3rd, 2006 • California
WITNESSETH: ----------Purchase and Sale Agreement • September 15th, 2006 • Zond Windsystem Partners LTD Series 85-B • Electric services
RECITALSSecond Modification Agreement • April 3rd, 2006 • Zond Windsystem Partners LTD Series 85-B
Exhibit 10.10(b) ---------------- AMENDMENT NO. 1 TO THE AMENDED AND RESTATED INTERCONNECTION FACILITIES AGREEMENT BETWEEN SOUTHERN CALIFORNIA EDISON COMPANY AND ZOND SYSTEMS, INC. ------------------------------------------ 1. PARTIES: This Amendment...Facilities Agreement • April 3rd, 2006 • Zond Windsystem Partners LTD Series 85-B
A. WHEREAS, EWS is the assignee under and holder of those certain promissory notes made by the Partnership described on Exhibit A attached hereto --------- (collectively, the "Promissory Notes"), which Promissory Notes were previously held by ZWHC LLC...Zond Windsystem Partners LTD Series 85-B • April 3rd, 2006 • California
THIS TERMINATION OF WINDSYSTEM MANAGEMENT AGREEMENT is entered into effective as of the 8th day of September, 2006 (the "Effective Date"), by and -------------- between ENRON WIND SYSTEMS, LLC a California limited liability company ("EWS"), --- and...Windsystem Management Agreement • September 15th, 2006 • Zond Windsystem Partners LTD Series 85-B • Electric services
AMENDMENT TOPurchase Note and Security Agreement • April 3rd, 2006 • Zond Windsystem Partners LTD Series 85-B • California
Exhibit 10.10(c) ---------------- AMENDMENT NO. 2 TO THE AMENDED AND RESTATED INTERCONNECTION FACILITIES AGREEMENT BETWEEN SOUTHERN CALIFORNIA EDISON COMPANY, ZOND SYSTEMS, INC., AND VICTORY GARDEN PHASE IV PARTNERSHIP QFID NOS. 6043, 6044, AND...Interconnection Facilities Agreement • April 3rd, 2006 • Zond Windsystem Partners LTD Series 85-B
WITNESSETH ----------Ownership Partnership Agreement • April 3rd, 2006 • Zond Windsystem Partners LTD Series 85-B • California
Exhibit 10.6(a) --------------- AND WHEN RECORDED MAIL TO: Zond Construction Corporation III c/o Zond Systems, Inc. 17752 Skypark Circle Suite 150 Irvine, California 92714 Attention: Craig A. Anderson, Esq. SERIES B DEED OF TRUST AND ASSIGNMENT OF...Zond Windsystem Partners LTD Series 85-B • April 3rd, 2006 • California
Exhibit 10.2 ------------ And When Recorded Return to: Peggy J. Jones, CLAS Weil Gotshal & Manges LLP 200 Crescent Court, Suite 300 Dallas, Texas 75201 TERMINATION OF AMENDED AND RESTATED SERIES B -------------------------------------------- WIND PARK...Easement Agreement • September 15th, 2006 • Zond Windsystem Partners LTD Series 85-B • Electric services
This RESERVATION OF RIGHTS AGREEMENT (this "Agreement") dated as of -------- February 15, 2006 is hereby entered into between Enron Wind Systems, LLC, a California limited liability company ("EWS") and Zond Windsystem Partners, Ltd. --- Series 85-B. a...Reservation of Rights Agreement • April 3rd, 2006 • Zond Windsystem Partners LTD Series 85-B • California
RECITALS --------Ownership Agreement • April 3rd, 2006 • Zond Windsystem Partners LTD Series 85-B • California
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...Reservation of Rights Agreement • July 12th, 2006 • Zond Windsystem Partners LTD Series 85-B • Electric services • California
Exhibit 10.1 ------------ WINDSYSTEM CONSTRUCTION AGREEMENTWindsystem Construction Agreement • April 3rd, 2006 • Zond Windsystem Partners LTD Series 85-B • California
RECITALS --------Management and Maintenance Agreement • April 3rd, 2006 • Zond Windsystem Partners LTD Series 85-B • California
R E C I T A L S ---------------Management and Maintenance Agreement • April 3rd, 2006 • Zond Windsystem Partners LTD Series 85-B
Exhibit 10.9(i) --------------- ASSIGNMENT OF POWER PURCHASE CONTRACTS --------------------------------------Assignment of Power Purchase • April 3rd, 2006 • Zond Windsystem Partners LTD Series 85-B • California
RECITALSPower Co-Ownership Agreement • April 3rd, 2006 • Zond Windsystem Partners LTD Series 85-B • California
SEAL] Recording Requested by TICOR TITLE INSURANCE CO. AND WHEN RECORDED, MAIL TO: Morrison & Foerster 333 South Grand Avenue Suite 3800 Los Angeles, California 90071 Attention: Edward W. Zaelke, Esq. DEED OF TRUST AND ASSIGNMENT OF RENTS (Series B --...Zond Windsystem Partners LTD Series 85-B • April 3rd, 2006 • California
CONFIDENTIAL CONTAINS PRIVILEGED INFORMATION DO NOT RELEASE MASTER DEFINITIVE AGREEMENT AMONG SOUTHERN CALIFORNIA EDISON COMPANY, ENRON WIND LLC, ESI SKY RIVER LIMITED PARTNERSHIP, ESI VG LIMITED PARTNERSHIP AND PPA SELLERSMaster Definitive Agreement • April 3rd, 2006 • Zond Windsystem Partners LTD Series 85-B • California
Exhibit 10.11 ------------- AMENDED AND RESTATED INTERCONNECTION FACILITIES AGREEMENT CO-OWNERSHIP AGREEMENT THIS AMENDED AND RESTATED INTERCONNECTION FACILITIES AGREEMENT CO-OWNERSHIP AGREEMENT ("Agreement") is entered into as of June 30, 1992 by and...Ownership Agreement • April 3rd, 2006 • Zond Windsystem Partners LTD Series 85-B • California
SUPPLEMENTAL SECURITY AGREEMENT (Series B)Supplemental Security Agreement • April 3rd, 2006 • Zond Windsystem Partners LTD Series 85-B
August 15, 1991 Mr. Kenneth C. Karas, President Zond Systems, Inc. P.O. Box 1910 13000 Jameson Road Tehachapi, CA 93561 Dear Mr. Karas: Subject: Consent to Partial Termination of the Long-Term Power Purchase Contract Between Southern California Edison...Zond Windsystem Partners LTD Series 85-B • April 3rd, 2006
Subject: Consent to Partial Termination of the Long-Term Power Purchase Contract Between Southern California Edison Company and Zond Windsystem Partners 85-B - Monolith II - OFID 6044 --------------------------------------------------------------
SERIES B PROMISSORY NOTEZond Windsystem Partners LTD Series 85-B • April 3rd, 2006
SERIES B PROMISSORY NOTEZond Windsystem Partners LTD Series 85-B • April 3rd, 2006
