Exhibit 10.6(b)
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WHEN RECORDED RETURN TO
Sheppard, Mullin, Xxxxxxx & Xxxxxxx
Forty-Eighth Floor
000 Xxxxx Xxxx Xxxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxx X. Xxxxxx, Esq.
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(Space above this line for Recorder's use)
FIRST AMENDMENT TO SERIES A DEED
OF TRUST AND ASSIGNMENT OF RENTS
THIS FIRST AMENDMENT TO SERIES A DEED OF TRUST AND ASSIGNMENT OF
RENTS ("Series A Trust Deed Amendment") is made as of the 24th day of March,
1986, by and between Zond Windsystem Partners, Ltd. Series 85-A, a
California Limited Partnership ("Trustor") and Zond Construction
Corporation III, a California corporation ("Beneficiary").
R E C I T A L S
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A. Trustor executed that certain Series A Deed of Trust and Assignment
of Rents ("Deed of Trust") dated as of the 7th day of November, 1985, and
recorded on November 19, 1985, in the Official Records of Xxxx County,
California ("Official Records") in Book 5817, Page 736, as Instrument No.
055615, pursuant to which Trustor granted, transferred and assigned to Ticor
Title Insurance Company of California, as trustee ("Trustee"), for the benefit
of Beneficiary, with power of sale, all right, title, and interest of Trustor in
and to all those matters described in Paragraph 1.01 of the Deed of Trust
including without limitation all right, title and interest of Trustor in the
documents described in such Paragraph 1.01 as they relate to the "Land" (as
defined in Paragraph 1.01(a) and described in Exhibit A attached hereto and made
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a part hereof) and the "Zond Land" (as defined in Paragraph 1.01(b) and
described in Exhibit B attached hereto and made a part hereof).
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B. Trustor and Beneficiary now desire to amend the Deed of Trust.
NOW, THEREFORE, based on the foregoing and for good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1. Paragraph 1.01(a) of the Deed of Trust is amended to provide that the
definition therein of the Series A Wind Park Easement Agreement also shall
include the Amended and Restated
Series A Wind Park Easement Agreement dated as of March 24, 1986 between
Beneficiary and Trustor and recorded concurrently herewith but prior hereto in
recording sequence (the "Amended and Restated Series A Wind Park Easement
Agreement").
2. Paragraph 1.01(b) of the Deed of Trust is amended to provide that
the definition therein of the Series A Access Agreement also shall include the
First Amendment to Grant of Easement (Western Access) (Series A) dated as of
March 24, 1986 between Zond Systems, Inc., a California corporation ("Zond"),
and Trustor, as it relates to the Land and to the Zond Land as described
therein, and recorded concurrently herewith but prior hereto in recording
sequence.
3. Paragraph 1.01(c) of the Deed of Trust is amended to provide that the
definition therein of the Series A Grant of Interconnect Easement Agreement also
shall include the First Amendment to Grant of Easement (Interconnect) (Series A)
dated as of March 24, 1986 between Zond and Trustor, as it relates to the Land
and the Zond Land as described therein, and recorded concurrently herewith but
prior hereto in recording sequence.
4. The following is added as a new subparagraph e to paragraph 1.01
of the Deed of Trust:
(e) To the extent any of the following may constitute an interest in
real property: the Turbines described in Section 1.16 of the Amended and
Restated Series A Wind Park Easement Agreement, the Related Turbine
Equipment described in Section 1.10 of the Amended and Restated Series A
Wind Park Easement Agreement and the Power Substation as described in
Section 1.8 of the Amended and Restated Series A Wind Park Easement
Agreement or any portion thereof.
5. Trustor and Beneficiary agree that all proceeds of insurance
required to be maintained under the provision of Section 6 of the Purchase Note
and Security Agreement (Series A) dated as of November 7, 1985, between Trustor
and Beneficiary, as amended by the Amendment to Purchase Note and Security
Agreement (Series A) dated as of March 24, 1986, between Trustor and
Beneficiary (collectively, the "Revised Purchase Note and Security Agreement
(Series A)"), and all awards made to Trustor with respect to the Land, the
Turbines, the Related Turbine Equipment and the Power Substation (as such three
preceding terms are defined in the Amended and Restated Series A Wind Park
Easement Agreement) to which Trustor is entitled under the Amended and Restated
Series A Wind Park Easement Agreement as the result of the exercise of the power
of eminent domain are hereby assigned to Beneficiary and shall be governed by
the provisions of Section 6.5 of the Revised Purchase Note and Security
Agreement (Series A).
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IN WITNESS WHEREOF, Trustor and Beneficiary have executed this series
A Trust Deed Amendment as of the day and year first written above.
TRUSTOR:
ZOND WINDSYSTEM PARTNERS, LTD.
SERIES 85-A, A CALIFORNIA
LIMITED PARTNERSHIP
By its general partner:
ZOND WINDSYSTEM MANAGEMENT
CORPORATION III, a California
corporation
DATED: March 24, 1986 By /s/ Xxxxx X. Xxxxxxxx
---------------------------------
XXXXX X. XXXXXXXX
Senior Vice President and
General Counsel
BENEFICIARY
ZOND CONSTRUCTION CORPORATION
III, a California corporation
DATED: March 24, 1986 By /s/ Xxxxx X. Xxxxxxxx
---------------------------------
XXXXX X. XXXXXXXX
Senior Vice President and
General Counsel
[NOTARIAL ACKNOWLEDGEMENT PAGE ATTACHED]
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STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES )
On March 24, 1986, before me, the undersigned, a Notary Public in and
for said State, personally appeared XXXXX X. XXXXXXXX, personally known to me
or proved to me on the basis of satisfactory evidence to be the person who
executed the within instrument as the Senior Vice President and General Counsel
of Zond Construction Corporation, III, the corporation that executed the within
instrument, and acknowledged to me that such corporation executed the same
pursuant to its bylaws or a resolution of its board of directors.
WITNESS my hand and official seal
Signature /s/ Xxxxxx Xxxxxx
----------------------------
Official Seal
Xxxxxx Xxxxxx
Notary Public - California
Los Angeles County
My comm. Expires Sep 17, 0000
XXXXX XX XXXXXXXXXX )
ss.
COUNTY OF LOS ANGELES
On March 24, 1986, before me, the undersigned, a Notary Public in and
for said State, personally appeared XXXXX X. XXXXXXXX, personally known to me
or proved to me on the basis of satisfactory evidence to be the person who
executed the within instrument as the Senior Vice President and General Counsel
of Zond Windsystems Management Corporation, III, the corporation that executed
the within instrument as the general partner of Zond Windsystems Partners, Ltd.
Series 85-A, a California Limited Partnership, the partnership that executed the
within instrument, and acknowledged to me that such corporation executed the
within instrument as such partner and that such partnership executed the same.
WITNESS my hand and official seal.
Signature /s/ Xxxxxx Xxxxxx
----------------------------
Official Seal
Xxxxxx Xxxxxx
Notary Public - California
Los Angeles County
My comm. Expires Sep 17, 1989
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EXHIBIT A
TO FIRST AMENDMENT TO SERIES OF A DEED OF TRUST
AND ASSIGNMENT OF RENTS
Legal Description of the "Land":
ALL OF SECTION 33, TOWNSHIP 32 SOUTH, RANGE 34 EAST, MOUNT DIABLO MERIDIAN, IN
THE UNINCORPORATED AREA OF THE COUNTY OF XXXX, STATE OF CALIFORNIA, ACCORDING TO
THE OFFICIAL PLAT THEREOF.
EXCEPT THAT PORTION OF SAID SECTION 33, THAT IS INCLUDED WITHIN THE LAND
DESCRIBED AS PARCEL IF IN THE FINAL ORDER OF CONDEMNATION HAD IN XXXX COUNTY
SUPERIOR COURT, CASE NO. 101028, A CERTIFIED COPY THEREOF WAS RECORDED JULY 23,
1970 IN BOOK 4420, PAGE 123, OFFICIAL RECORDS.
ALSO EXCEPT ALL THAT PORTION WITHIN THE RIGHT OF WAY, 200 FEET WIDE OF THE
SOUTHERN PACIFIC RAILROAD COMPANY AS GRANTED BY ACT OF CONGRESS OF JULY 27,
1866.
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EXHIBIT B
TO FIRST AMENDMENT TO SERIES A DEED OF TRUST
AND ASSIGNMENT OF RENTS
Legal Description of the "Zond Land":
A. ALL OF FRACTIONAL SECTION 31, TOWNSHIP 32 SOUTH, RANGE 34 EAST, MOUNT
DIABLO MERIDIAN, IN THE UNINCORPORATED AREA OF THE COUNTY OF XXXX, STATE OF
CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF.
B. THE NORTH HALF, SOUTH HALF OF THE SOUTHEAST QUARTER, NORTH EAST QUARTER OF
THE SOUTHEAST QUARTER OF SECTION 32, TOWNSHIP 32 SOUTH, RANGE 34 EAST,
MOUNT DIABLO MERIDIAN, IN THE UNINCORPORATED AREA OF THE COUNTY OF XXXX,
STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF.
EXCEPT THAT PORTION IN DRY SALT LAKE AS SAID LAKE IS SO DESIGNATED AND
SHOWN UPON THE OFFICE SURVEY OF SAID TOWNSHIP RETURNED TO THE GENERAL LAND
OFFICE AT WASHINGTON, D.C. AND APPROVED BY THE SURVEYOR GENERAL OF
CALIFORNIA ON MAY 14, 1856.
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