Exhibit 10.1
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RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:
Xxxxx X. Xxxxxx
President
Zond Windsystem Management LLC
0000 Xxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxx 00000
(Space above this line for Recorder's use only.)
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AMENDMENT TO WIND PARK
EASEMENT AGREEMENT
This Amendment to Wind Park Easement Agreement (this "Amendment") is
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made by and between Mesa Wind Developers, a California joint venture
("MWD"), and Zond-PanAero Windsystem Partners I, a California limited
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partnership (the "Partnership").
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RECITALS
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WHEREAS, MWD and the Partnership are parties to that certain Wind Park
Easement Agreement dated as of September 7, 1984, (as amended, the "Wind
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Park Easement"), pursuant to which MWD has granted to the Partnership the
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right to use a portion of the Operating Site (as defined in the Wind Park
Easement) for the purposes of constructing, operating, maintaining,
repairing and restoring the Partnership's Turbines (as defined in the Wind
Park Easement).
WHEREAS, the term of the Wind Park Easement expires on December 31, 2005
(the "Wind Park Easement Termination Date"), and the parties desire to
extend the term of the Wind Park Easement Termination Date under the Wind
Park Easement Agreement until March 31, 2006 and to modify certain other
provisions of the Wind Park Easement Agreement as set forth in this
Amendment.
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AGREEMENT
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NOW, THEREFORE, MWD and the Partnership agree as follows:
1. Amendments to Wind Park Easement.
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(a) Section 3 Term of Easement. Section 3 of the Wind Park Easement
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Agreement is hereby amended by deleting the date "December 31,
2005" that appears in the first sentence thereof and replacing it
in its entirety with the date "March 31, 2006."
(b) Section 4. Royalty Payments. Section 4 of the Wind Park Easement
is hereby amended to delete the phrase "5% of Gross Operating
Proceeds" occurring in clause (a) of the first paragraph thereof
and to replace such phrase in its entirety with the phrase "(1)
through December 31, 2005, 5% of the calendar year Gross
Operating Proceeds and (2) after December 31, 2005, 55% of Net
Operating Proceeds".
Section 4 of the Wind Park Easement is hereby further amended to
delete the period at the end of clause (ii) thereof and to insert
the following three paragraphs immediately at the end of clause
(ii):
"through 2005; and
(iii) After 2005, the excess, if any, of the amount equal to 55%
of the Net Operating Proceeds over the amounts paid pursuant to
clause (i) above shall be payable for the period from January 1,
2006 through March 31, 2006, not later than 30 (thirty) days
after completion of the liquidation of the Partnership.
For the purposes of this Section 4, the term "Net Operating
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Proceeds" shall mean the net cash flow (calculated by excluding
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any payments due from the Partnership to Mesa under Section 4 of
this Agreement) of the Partnership otherwise available for
distribution to its partners attributable to the Partnership's
Gross Operating Proceeds from electricity delivered and sold
during, and the Partnership's expenses in respect of the
operation, maintenance and repair of the Windsystem incurred and
relating to, the period beginning January 1, 2006 through March
31, 2006."
2. Governing Law. The terms and provisions of this Amendment shall be
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governed by and construed in accordance with the laws of the state of
California.
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3. Counterparts. This Amendment may be executed in counterparts, each of
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which shall be deemed an original and all of which, when taken
together, shall constitute one and the same document.
4. Recordation. MWD shall record this Amendment as permitted by
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applicable law.
5. Effective Date. This Amendment shall be effective and the Wind Park
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Easement shall be deemed amended pursuant to this Amendment as of
December 31, 2005.
IN WITNESS WHEREOF, each of the parties to this Amendment has executed this
Amendment on the date set forth below.
MWD Partnership
Mesa Wind Developers, Zond-PanAero Windsystem Partners I,
a California Joint Venture a California limited partnership
By: Enron Wind Systems, LLC By: Zond Windsystems Management LLC,
By: Enron Wind LLC, its sole its General Partner
member
By: Enron Renewable Energy Corp.,
its sole member
By: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx
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Title: President Title: President
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Dated: March 3, 2006 Dated: March 3, 2006
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By: PanAero California Ltd.
By: PAMC Management Corporation,
its general partner
By: /s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
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Title: President
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Dated: February 24, 2006
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NOTARIAL ACKNOWLEDGMENT
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State of California )
) ss.
County of San Diego )
On February 24, 2006, before me, the undersigned Notary Public, personally
appeared Xxxxxx Xxxxxx personally known to me or proved to me on the basis of
satisfactory evidence to be the person whose name is subscribed to the within
instrument; and acknowledged to me that he executed the same in his authorized
capacity, and that by his signature on the instrument the person, or the entity
upon behalf of which the person acted, executed the instrument.
(S E A L) /s/ Xxxxxx Xxxxxxx
My commission Expires: 12/22/2008
XXXXXX XXXXXXX
Commission # 1529951
Notary Public - California
San Diego County
My Comm. Expires Dec. 22, 2008
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NOTARIAL ACKNOWLEDGMENT
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State of Texas )
) ss.
County of Xxxxxx )
On March 3, 2006, before me, the undersigned Notary Public, personally appeared
Xxxxx X. Xxxxxx 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.
(S E A L) /s/ Xxxxxx X. Xxxxxx
My commission Expires: 2/11/07.
XXXXXX X. XXXXXX
Notary Public
State of Texas
Expires
February 11, 2007
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NOTARIAL ACKNOWLEDGMENT
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State of Texas )
) ss.
County of Xxxxxx )
On March 3, 2006, before me, the undersigned Notary Public, personally appeared
Xxxxx X. Xxxxxx 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.
(S E A L) /s/ XXXXXX X. XXXXXX
My commission Expires: 2/11/07.
XXXXXX X. XXXXXX
Notary Public
State of Texas
Expires
February 11, 2007
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