ASSIGNMENT OF GEOTHERMAL LEASE
Exhibit 4.153
M0711204 | |
Recorded at request of | 130291 |
and return to: |
Nevada Geothermal Power Company
000 Xxxxxx Xxxxx Xx, Xxx 0000
Xxxx, Xxxxxx 00000
The undersigned hereby affirms that there are no
social security numbers contained in this document.
ASSIGNMENT OF GEOTHERMAL LEASE
THIS ASSIGNMENT OF GEOTHERMAL LEASE is made this 11th day of May, 2010 between NEVADA GEOTHERMAL POWER COMPANY, a British Columbia corporation ("Assignor"); and NGP (XXXXX I), a Nevada corporation, whose address is c/o Nevada Geothermal Power Company, 0000 X. Xxxxx Xxxx, Xxxxx 000, Xxxx, Xxxxxx 00000 ("Assignee").
RECITALS
A. Effective August 1, 2005 Noramex Corporation, a Nevada corporation (whose name was subsequently changed to Nevada Geothermal Power Company) entered into the "Stabb Ranch Geothermal Lease Agreement" (the "Lease") with Xxxxxx X. Xxxxx and XxXxx X. Xxxxx, Trustees of the 1988 Stabb Living Trust dated February 5, 1988 ("Lessors"). The Lease affects Lessor's interest in 1,471.84 acres of land, more or less, situated in Lake County, Oregon. The property subject to the Lease is more particularly described on Exhibit A attached hereto.
-1-
M0711205
B. The name of Noramex Corp., was changed to Nevada Geothermal Power Company upon the filing of a "Certificate of Amendment to Articles of Incorporation" with the Nevada Secretary of State on September 9, 2005.
C. Assignor wishes to assign its interest in the Lease to its subsidiary corporation, NGP (Xxxxx I). The Lease requires Owner's prior written consent to any assignment, which consent shall not be unreasonably withheld.
THEREFORE, in executing this Assignment of Geothermal Lease and the attached Consent to Assignment, the parties have agreed as follows:
1. Assignment of Lease. Assignor hereby assigns to Assignee all of its right, title, and interest in and to the Lease. Lessors agree that Assignee may, at its election, convert itself from a corporation to a limited liability company at any time, and this conversion will not be considered an assignment which requires Lessors' consent. Any additional assignments shall require Lessors' consent as set forth in the Lease.
2. Assumption of Obligations. Assignee hereby accepts the foregoing assignment and agrees to assume and discharge all obligations required under the Lease, including payment of annual rentals and royalties from production. However, this assignment will not relieve Assignor of any of its obligations to Lessors pursuant to the Lease. Assignor will also remain liable for performance
-2-
M0711206
of Lease obligations in the event that Assignee later converts itself from a corporation to a limited liability company.
IN WITNESS WHEREOF, the parties have executed this Assignment of Lease on the day and year first above written.
NEVADA GEOTHERMAL POWER COMPANY, | |
a British Columbia corporation | |
By /s/ Xxxxx Xxxxxxxx | |
XXXXX X. XXXXXXXX, President | |
NGP (XXXXX I), a Nevada corporation | |
By /s/ Xxxxx Xxxxxxxx | |
XXXXX X. XXXXXXXX, President |
PROVINCE OF BRITISH COLUMBIA | ) |
) ss | |
CITY OF VANCOUVER | ) |
On this 11th day of May, 2010, before me a Notary Public in and for said Province and City, personally appeared XXXXX X. XXXXXXXX, President of NEVADA GEOTHERMAL POWER COMPANY, personally known (or proved) to me to be the person who executed the above ASSIGNMENT OF GEOTHERMAL LEASE, and acknowledged to me that he executed the same for the purposes stated therein.
M0711206
EXHIBITA
DESCRIPTION OF THE PROPERTY — 1988 STABB LIVING TRUST DATED 2-5-88
Assessor's Parcel 38S24E-0-1200 (260.9 acres)
Comprised of Xxxx 0, 0, xxx 00 xx Xxxxxxx 00 X00X X00X WM&B
W2W2 of Section 34 T38S R24E WM&B
Assessor's Parcel 39S24E-0-200 (98.9 acres)
Comprised of W2NW4 of Section 3 T39S R24E WM&B
Assessor's Parcel 39S24E-0-300 (4.4 acres)
Comprised of: A portion of Xxx 0 xx Xxxxxxx 0 X00X X00X XX&X
Xxxxxxxx'x Xxxxxx 39S24E-0-500 (79.9 acres)
ComprisedofSW4SE4ofSection4T39SR24EWM&B
NW4NE4 of Section 9 T39S R24E WM & B
Assessor's Parcel 39S24E-0-900 (157.55 acres)
Comprised of: Xxxx 0, 0, 0, xxx 0 xx Xxxxxxx 00 X00X X00X WM&B
Assessor's Parcel 38S24E-0-1300 (17.74 acres)
Comprised of Those portions of Lots 1-3 west of portion of Parcel II of Partition Plat 1995-P-077 in Section 34 T38S R24E WM&B
Assessor's Parcel 38S24E-0-1301 (123.63 acres)
Comprised of: the portions of Lots 1-4 in portion of Parcel II of Partition Plat 1995-P-077
of Section 34 T38S R24E WM&B, including that portion of Lot 4 extending into Section
3 T39S R24E WM&B as described in the detail on Partition Plat 1995-P-077
Portion of Assessor's Parcel 39S24E-0-102 (728.82 acres) in Parcel II of Partition Plat 1995-P-077
Comprised of: NE4SE4 and Lot 4 of Section 10 T39S R24E WM&B
X0 xx Xxxxxxx 00 X00X X00X WM&B
XX0XX0, X0XX0, and Xxxx 0 xxx 0 xx Xxxxxxx 00 X00X X00X WM&B
Xxxx 0, 0, 0, xxx 0 xx Xxxxxxx 00 X00X X00X WM&B — including that portion of Lot 2 south of Parcel II on Partition Plat 1995-P-077 and that portion of Lot 7 south of Parcel II of Partition Plat 1995-P-077
M0711208
PROVINCE OF BRITISH COLUMBIA | ) |
) ss | |
CITY OF VANCOUVER | ) |
On this 11th day of May, 2010, before me a Notary Public in and for said Province and City, personally appeared XXXXX X. XXXXXXXX, President of NGP (XXXXX 1), personally known (or proved) to me to be the person who executed the above ASSIGNMENT OF GEOTHERMAL LEASE, and acknowledged to me that he executed the same for the purposes stated therein.
-4-
CONSENT TO ASSIGNMENT
M0711209
The undersigned, as Lessor under the 1988 Stabb Living Trust dated February 5, 1988, by Xxxxxx X. Xxxxx, Trustee and XxXxx X. Xxxxx Trustee, hereby consents to the foregoing assignment of the Lease from Nevada Geothermal Power Company to NGP (Xxxxx I).
DATED this 28th day of April, 2010.
THE 1988 STABB LIVING TRUST DATED | |
FEBRUARY 5, 1988 | |
By /s/ Xxxxxx X. Xxxxx, Trustee | |
XXXXXX X. XXXXX, Trustee | |
By: /s/ XxXxx X. Xxxxx, Trustee | |
XXXXX X. XXXXX, Trustee |
STATE OF Oregon | ) |
) ss | |
COUNTY OF Deschutes | ) |
On this 28th day of April, 2010 before me a Notary Public in and for said County and State, personally appeared XXXXXX X. XXXXX, Trustee of the 1988 STABB LIVING TRUST DATED FEBRUARY 5, 1988, personally known (or proved) to me to be the person who executed the above CONSENT TO ASSIGNMENT, and acknowledged to me that he executed the same in his authorized capacity and for the purposes states therein.
-5-
X0000000
XXXXX XX Xxxxxxxxxx | ) |
) ss | |
COUNTY OF Contra Costa | ) |
On this 30thday of April, 2010 before me a Notary Public in and for said County and State, personally appeared XXXXX X. XXXXX, Trustee of the 1988 STABB LIVING TRUST DATED FEBRUARY 5, 1988, personally known (or proved) to me to be the person who executed the above CONSENT TO ASSIGNMENT, and acknowledged to me that he executed the same in his authorized capacity and for the purposes states therein.
/s/ Xxxxxx X. Xxxxx
Notary
-6-