Exhibit 10.15(e)
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Execution version
Xxxxxxxx Xxxxxx, Esq. After recording return to:
Xxxx Xxxxx, LLP Xxxxx Xxxxxxx
000 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx National Title Services
Xxx Xxxxxxx, XX 00000 0000 Xxxx Xxx Xxxx., Xxxxx 000
Xxxxxxx, XX 00000
Re:
Fourth Amendment
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To
--
Agreement Among Co-Tenants
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(230kv line)
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This Fourth Amendment to Agreement Among Co-Tenants ("Amendment") is
entered into as of this 31st day of March, 2004 among Caithness 251 Wind, LLC, a
Delaware limited liability company ("Caithness 251") (as successor to ZWHC LLC,
a Delaware limited liability company ("ZWHC LLC"), as successor to Zond
Windsystems Holding Company, a California corporation, as successor to Zond
Systems, Inc., a California Corporation), Victory Garden Phase IV Partnership, a
California general partnership ("VG Partnership"), Helzel and Xxxxxxxxxxx, X.X.,
a California limited partnership ("H&S"), Sky River Partnership, a California
general partnership ("SR Partnership"), Zond Windsystem Partners, Ltd. Series
85-A, a California limited partnership ("85-A") and Zond Windsystem Partners,
Ltd. Series 85-B, a California limited partnership ("85-B"). Caithness 251, VG
Partnership, H&S, SR Partnership, 85-A and 85-B are referred to herein
individually as a "Party" and collectively as the "Parties". Except as otherwise
defined in this Amendment, defined terms used herein shall have the meanings set
forth in the Co-Tenancy Agreement (as that term is defined below).
RECITALS
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A. ZWHC LLC, VG Partnership, H&S, SR Partnership, 85-A ad 85-B entered
into an Agreement Among Co-Tenants dated as of December 13, 1990 and recorded in
Book 6033, page 1900 of the Official Records of Xxxx County, California, as
amended by the First Amendment to the Agreement Among Co-Tenants dated as of
June 30, 1992, and recorded in Book 6724, Page 1934 of the Official Records of
Xxxx County, California, as amended by the Second Amendment to the Agreement
Among Co-Tenants dated as of August 19, 2003 and recorded as Document No.
0203176491 of the Official Records of Xxxx County, California, and as amended by
the Third Amendment to the Agreement Among Co-Tenants dated as of December 29,
2003 and recorded as Document No. 0204006237 of the Official Records of Xxxx
County, California (as so amended and as further amended from time to time, the
"Co-Tenancy Agreement").
B. Pursuant to that certain Assignment and Xxxx of Sale, dated as of
March 31, 2004, by and among ZWHC LLC and Caithness 251, ZWHC LLC transferred to
Caithness 251, and Caithness 251 acquired, all of ZWHC LLC's right, title and
interest in, to and under, among other agreements, the Co-Tenancy Agreement,
including its entire Ownership Interest as Co-Tenant.
C. The Parties desire to amend the Co-Tenancy Agreement to reflect the
assignment and sale by ZWHC LLC to Caithness 251 and the substitution of
Caithness 251 for ZWHC LLC as a Co-Tenant under the Co-Tenancy Agreement.
NOW THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties hereby agree as follows:
1. Amendment.
---------
1.1 The Co-Tenancy Agreement is amended to reflect the assignment and
sale by ZWHC LLC to Caithness 251 of all of ZWHC LLC's rights and the assumption
by Caithness 251 of all of ZWHC LLC's obligations as a Co-Tenant, including,
without limitation the assignment and sale by ZWHC LLC to Caithness 251 of ZWHC
LLC's Entire Ownership interest. All references in the Co-Tenancy Agreement to
ZWHC LLC as Co-Tenant shall now be deemed to refer to Caithness 251.
1.2 Section 12.5 of the Co-Tenancy Agreement is hereby amended by
deleting the notice information for Zond and inserting the following notice
information for Caithness 251:
"Caithness 251: Caithness 251 Wind, LLC
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c/o Caithness Corporation
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Executive Vice President and Chief
Financial Officer
Facsimile: (000) 000-0000"
2. Miscellaneous.
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2.1 Counterparts: This Amendment may be executed in one or more
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counterparts, each of which shall be considered an original instrument, but all
of which shall be considered one and the same agreement, and shall become
binding when one or more counterparts have been signed by each of the Parties
and delivered to each of them.
2.2 Entire Agreement: Except as expressly amended by this Amendment,
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the remaining terms, conditions and provisions of the Co-Tenancy Agreement shall
be and remain in full force and effect.
2.3 Governing Law: This Amendment and the rights and obligations of
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the parties hereto shall be governed by and construed in accordance with the
laws of the State of California without giving effect to choice of law rules.
[The next pages are the signature pages.]
2
IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be
duly executed and delivered by their proper and duly authorized officers as of
the date first written above.
VICTORY GARDEN PHASE IV
PARTNERSHIP, a California general
partnership
By: FPL Energy VG Wind LLC, a
general partner
By: /s/ Xxxx Xxxxxxxxxx
----------------------
Name: Xxxx Xxxxxxxxxx
Title: Vice President
By: ESI VG Limited Partnership, a
general partner
By: ESI Victory, Inc., its general
partner
By: /s/ Xxxx Xxxxxxxxxx
----------------------
Name: Xxxx Xxxxxxxxxx
Title: Vice President
SKY RIVER PARTNERSHIP, a California
general partnership
By: FPL Energy Sky River Wind LLC, a
general partner
By: /s/ Xxxx Xxxxxxxxxx
----------------------
Name: Xxxx Xxxxxxxxxx
Title: Vice President
By: ESI Sky River Limited Partnership, a
general partner
By: ESI Sky River, Inc., its
general partner
By: /s/ Xxxx Xxxxxxxxxx
---------------------
Name: Xxxx Xxxxxxxxxx
Title: Vice President
FOURTH AMENDMENT TO AGREEMENT AMONG CO-TENANTS (230 KV LINE)
HELZEL AND XXXXXXXXXXX, X.X.
a California limited partnership
By: /s/ Xxx X. Xxxxxx
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Name: Xxx X. Xxxxxx
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Title: General Partner
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ZOND WINDSYSTEM PARTNERS, LTD.
SERIES 85-A, a California limited
partnership
By: Zond Windsystems Management III
LLC, its general partner
By:
-------------------------------
Xxxx Xxxx, President and Chief
Executive Officer
ZOND WINDSYSTEM PARTNERS, LTD.
SERIES 85-B, a California limited
partnership
By: Zond Windsystems Management IV
LLC, its general partner
By:
-------------------------------
Xxxx Xxxx, President and Chief
Executive Officer
CAITHNESS 251 WIND, LLC,
a Delaware limited liability company
By:
----------------------------------
Name:
--------------------------------
Title:
-------------------------------
FOURTH AMENDMENT TO AGREEMENT AMONG CO-TENANTS (230 KV LINE)
HELZEL AND XXXXXXXXXXX, X.X.
a California limited partnership
By:
---------------------------
Name:
Title:
ZOND WINDSYSTEM PARTNERS, LTD.
SERIES 85-A, a California limited
partnership
By: Zond Windsystems Management III
LLC, its general partner
By: /s/ Xxxx Xxxx
-------------------------------
Xxxx Xxxx, President and Chief
Executive Officer
ZOND WINDSYSTEM PARTNERS, LTD.
SERIES 85-B, a California limited
Partnership
By: Zond Windsystems Management IV
LLC, its general partner
By: /s/ Xxxx Xxxx
-------------------------------
Xxxx Xxxx, President and Chief
Executive Officer
CAITHNESS 251 WIND, LLC
a Delaware limited liability company
By:
----------------------------------
Name:
--------------------------------
Title:
-------------------------------
FOURTH AMENDMENT TO AGREEMENT AMONG CO-TENANTS (230 KV LINE)
HELZEL AND XXXXXXXXXXX, X.X.
a California limited partnership
By:
-----------------------------
Name:
---------------------------
Title:
--------------------------
ZOND WINDSYSTEM PARTNERS, LTD.
SERIES 85-A, a California limited
Partnership
By: Zond Windsystems Management III
LLC, its general partner
By:
------------------------
Xxxx Xxxx, President and Chief
Executive Officer
ZOND WINDSYSTEM PARTNERS, LTD.
SERIES 85-B, a California limited
Partnership
By: Zond Windsystems Management III
LLC, its general partner
By:
------------------------
Xxxx Xxxx, President and Chief
Executive Officer
CAITHNESS 251 WIND, LLC,
A Delaware limited liability company
By: /s/ Xxxx X. XxXxxxxx
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Xxxx X. XxXxxxxx
Vice President Finance
FOURTH AMENDMENT TO AGREEMENT AMONG CO-TENANTS (230 KV LINE)
ACKNOWLEDGMENT OF FPL Energy VG Wind, LLC
STATE OF Florida )
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) ss.
COUNTY OF Palm Beach )
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On March 30, 2004, before me, Xxx Xxxxxxxx, a Notary Public in and for
-------------- ------------
said County and State, personally appeared Xxxx Planachian, personally known to
---------------
me (or proved to me on the basis of satisfactory evidence) to be the person(s)
whose name(s) is/are subscribed to the within instrument, and acknowledged to me
that he/she/they executed the same in his/her/their authorized capacity(ies),
and that by his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
/s/ Xxx Xxxxxxxx
----------------------------
Signature of Notary Public
XXX XXXXXXXX
MY COMMISSION # DD150850
EXPIRES: September 18, 2006
Bonded Thru Notary Public Underwriters
FOURTH AMENDMENT TO AGREEMENT AMONG CO-TENANTS (230 KV LINE)
ACKNOWLEDGMENT OF ESI VG Limited Partnership
STATE OF Florida )
-------
) ss.
COUNTY OF Palm Beach )
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On March 30, 2004, before me, Xxx Xxxxxxxx, a Notary Public in and for
-------------- ------------
said County and State, personally appeared Xxxx Xxxxxxxxxx, personally known to
---------------
me (or proved to me on the basis of satisfactory evidence) to be the person(s)
whose name(s) is/are subscribed to the within instrument, and acknowledged to me
that he/she/they executed the same in his/her/their authorized capacity(ies),
and that by his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
/s/ Xxx Xxxxxxxx
----------------------------
Signature of Notary Public
XXX XXXXXXXX
MY COMMISSION # DD150850
EXPIRES: September 18, 2006
Bonded Thru Notary Public Underwriters
FOURTH AMENDMENT TO AGREEMENT AMONG CO-TENANTS (230 KV LINE)
ACKNOWLEDGMENT OF FPL Energy Sky River Wind, LLC
STATE OF Florida )
-------
) ss.
COUNTY OF Palm Beach )
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On March 30, 2004, before me, Xxx Xxxxxxxx, a Notary Public in and for
-------------- ------------
said County and State, personally appeared Xxxx Xxxxxxxxxx, personally known to
---------------
me (or proved to me on the basis of satisfactory evidence) to be the person(s)
whose name(s) is/are subscribed to the within instrument, and acknowledged to me
that he/she/they executed the same in his/her/their authorized capacity(ies),
and that by his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
/s/ Xxx Xxxxxxxx
----------------------------
Signature of Notary Public
XXX XXXXXXXX
MY COMMISSION # DD150850
EXPIRES: September 18, 2006
Bonded Thru Notary Public Underwriters
FOURTH AMENDMENT TO AGREEMENT AMONG CO-TENANTS (230 KV LINE)
ACKNOWLEDGMENT OF ESI Sky River Limited Partnership
STATE OF Florida )
-------
) ss.
COUNTY OF Palm Beach )
---------
On March 30, 2004, before me, Xxx Xxxxxxxx, a Notary Public in and for
-------------- ------------
said County and State, personally appeared Xxxx Xxxxxxxxxx, personally known to
---------------
me (or proved to me on the basis of satisfactory evidence) to be the person(s)
whose name(s) is/are subscribed to the within instrument, and acknowledged to me
that he/she/they executed the same in his/her/their authorized capacity(ies),
and that by his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
/s/ Xxx Xxxxxxxx
----------------------------
Signature of Notary Public
XXX XXXXXXXX
MY COMMISSION # DD150850
EXPIRES: September 18, 2006
Bonded Thru Notary Public Underwriters
FOURTH AMENDMENT TO AGREEMENT AMONG CO-TENANTS (230 KV LINE)
ACKNOWLEDGMENT OF Helzel and Xxxxxxxxxxx, X.X.
STATE OF CALIFORNIA )
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) ss.
COUNTY OF ALAMEDA )
-------
On March 30, 2004, before me, Xxxxxxxx Xxxx, a Notary Public in and
-------------- -------------
for said County and State, personally appeared Xxx X. Xxxxxx, personally known
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to me (or proved to me on the basis of satisfactory evidence) to be the
person(s) whose name(s) is/are subscribed to the within instrument, and
acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the
instrument the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.
WITNESS my hand and official seal.
/s/ Xxxxxxxx Xxxx
----------------------------
Signature of Notary Public
XXXXXXXX XXXX
Comm. # 1292236
NOTARY PUBLIC CALIFORNIA
Alameda County
My Comm. Expires Jan. 26, 0000
XXXXXX XXXXXXXXX TO AGREEMENT AMONG CO-TENANTS (230 KV LINE)
ACKNOWLEDGMENT OF Zond Windsystem Partners, Ltd. Series 00-X
XXXXX XX Xxxxx )
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) ss.
COUNTY OF Xxxxxx )
------
On March 29, 2004, before me, Xxxxxx X. Xxxxxx, a Notary Public in and
-------------- ----------------
for said County and State, personally appeared Xxxx Xxxx, personally known to me
---------
(or proved to me on the basis of satisfactory evidence) to be the person(s)
whose name(s) is/are subscribed to the within instrument, and acknowledged to me
that he/she/they executed the same in his/her/their authorized capacity(ies),
and that by his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
/s/ Xxxxxx X. Xxxxxx
----------------------------
Signature of Notary Public
XXXXXX X. XXXXXX
NOTARY PUBLIC
STATE OF TEXAS
EXPIRES
February 11, 0000
XXXXXX XXXXXXXXX TO AGREEMENT AMONG CO-TENANTS (230 KV LINE)
ACKNOWLEDGMENT OF Zond Windsystem Partners, Ltd. Series 00-X
XXXXX XX Xxxxx )
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) ss.
COUNTY OF Xxxxxx )
------
On March 29, 2004, before me, Xxxxxx X. Xxxxxx, a Notary Public in and
-------------- ----------------
for said County and State, personally appeared Xxxx Xxxx, personally known to me
---------
(or proved to me on the basis of satisfactory evidence) to be the person(s)
whose name(s) is/are subscribed to the within instrument, and acknowledged to me
that he/she/they executed the same in his/her/their authorized capacity(ies),
and that by his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
/s/ Xxxxxx X. Xxxxxx
----------------------------
Signature of Notary Public
XXXXXX X. XXXXXX
NOTARY PUBLIC
STATE OF TEXAS
EXPIRES
February 11, 0000
XXXXXX XXXXXXXXX TO AGREEMENT AMONG CO-TENANTS (230 KV LINE)
ACKNOWLEDGMENT OF Caithness 251 Wind, LLC
STATE OF New York )
--------
) ss.
COUNTY OF New York )
--------
On March 30, before me, Xxxx X. Xxxxxx, a Notary Public in and for
-------- --------------
said County and State, personally appeared Xxxx X. XxXxxxxx, personally known to
----------------
me (or proved to me on the basis of satisfactory evidence) to be the person(s)
whose name(s) is/are subscribed to the within instrument, and acknowledged to me
that he/she/they executed the same in his/her/their authorized capacity(ies),
and that by his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
/s/ Xxxx X. Xxxxxx
----------------------------
Signature of Notary Public
XXXX X. XXXXXX
Notary Public, State of New York
No. 4964579
Qualified in New York County
Commission Expires 4/2/06
|
PLEASE COMPLETE THIS INFORMATION | Xxxxx X. Xxxxx, Assessor-Recorder Xxxxx
| Xxxx County Official Records 4/14/2004
RECORDING REQUESTED BY: | 8:00 AM
| Recorded at the request of
Xxxxxxx Title | Xxxxxxx Title
|---------------------------------------------
| Doc #: 0204082457 Stat Types: 1 Pages: 15
WHEN RECORDED MAIL TO: |
Xxxxxxx National Title Services | Fees 49.00
0000 Xxxx Xxx Xxxx., Xxx. 000 | Taxes 0.00
Xxxxxxx, XX 00000 | Others 0.00
| -------
Xxxxx Xxxxxxx | PAID 49.00
|
01225361 |THIS SPACE FOR RECORDERS USE ONLY
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THIS PAGE ADDED TO PROVIDE ADEQUATE SPACE FOR RECORDING INFORMATION
(Additional recording fee applies)
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Fourth Amendment to Agreement Among Co-Tenants (230 Kv line)
County of Xxxx
State of California
