Exhibit 10.13(b)
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AMENDMENT TO
SUBLEASE
This Amendment to Sublease (this "Amendment") is made as of March 21, 2006 by
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and between Enron Wind Systems, LLC ("EWS"), the successor by merger to Enron
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Wind Systems, Inc., which was formerly known as Zond Systems, Inc., and Zond
Windsystem Partners, Ltd. Series 85-A, a California limited partnership (the
"Partnership").
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RECITALS
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A. WHEREAS, EWS and the Partnership are parties to that certain Sublease dated
as of August 30, 1990 (the "Sublease"), pursuant to which EWS has subleased
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to the Partnership forty-one (41) wind turbine site locations on land leased
by EWS under that certain Lease and Royalty Agreement for Meteorological
Research Sites and the Construction and Operation of Wind Energy Conversion
Systems ( the "Lease") by and between the Xxxx X. Xxxxxx Family Trust and
EWS, as successor by merger to Enron Wind Systems, Inc.
B. WHEREAS, the term of the Sublease expires on the later to occur of (i) the
termination of all power purchase agreements which receive power generated
on or transmitted over the land subject to the Sublease and (ii) December
21, 2021 (the "Sublease Termination Date").
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C. WHEREAS, the term of that certain Amended and Restated Wind Park Easement
Agreement dated as of March 24, 1986 (the "Wind Park Easement Agreement") by
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and between the Partnership and ZWHC LLC, the successor to Zond Construction
Corporation III, a California corporation, and an affiliate of EWS, expires
on June 30, 2006 (the "Wind Park Easement Termination Date") and at such
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time the Partnership's rights to operate 119 of its 160 wind turbines will
terminate.
D. WHEREAS, the EWS and the Partnership desire to amend the Sublease
Termination Date to be concurrent with the Wind Park Easement Termination
Date and to provide the Partnership with a period of time following the
Sublease Termination Date to remove its wind turbines from the real property
subject to the Sublease.
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AGREEMENT
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NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, ZWHC and the Partnership agree
as follows:
1. Amendment to Sublease. The Sublease is hereby amended as follows:
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1.1 Section 4. Term. Section 4 of the Sublease is hereby amended to
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delete the existing text of Section 4 in its entirety and replace it
with the following:
"The term of this Sublease shall be for a period commencing as of
the date hereof and ending on June 30. 2006 (the "Scheduled
Expiration Date"), provided, however, that the term of this Sublease
shall continue beyond the Scheduled Expiration Date solely for the
purposes specified in Section 18 pertaining to the removal of the
Turbines until the first to occur of (i) the date of removal of the
Sublessee's Turbines as provided in Section 18 or (ii) the date
occurring eleven (11) months from the Scheduled Expiration Date."
1.2 Section 18. Disposition of Turbines at Expiration of Term. The
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Sublease is hereby amended by adding the following new Section 18:
"18 DISPOSITION OF TURBINES AT EXPIRATION OF TERM
Upon the occurrence of the Scheduled Expiration Date, the
Sublessee shall have the right, but not the obligation, to remove
during the eleven-month period immediately following the Scheduled
Expiration Date the Turbines and/or any related turbine equipment of
the Sublessee from the Premises at the sole cost and expense of the
Sublessee. In the event that the Sublessee fails to remove any of
its Turbines or turbine-related equipment from the Premises during
such eleven-month period, then such Turbines and turbine-related
equipment shall be deemed abandoned by the Sublessee at the end of
such period and all right, title and interest of the Sublessee in
such Turbines and turbine-related equipment shall pass to the
Sublessor without any further act by Sublessee; provided, however,
that the Sublessor (or any affiliates or assigns) shall not have the
right to operate any such abandoned Turbines or turbine-related
equipment unless the Sublessor (or any affiliates or assigns) shall
have paid to the Sublessee an amount equal to the appraised fair
market value of such abandoned Turbines and turbine related
equipment (valued in place taking into account any expected revenues
from operation) as determined by a qualified independent appraiser
mutually acceptable to the Sublessor and the Sublessee."
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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.
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.
IN WITNESS WHEREOF, each of the parties to this Amendment has executed this
Amendment on the date first set forth above.
EWS Partnership
Enron Wind Systems, LLC, Zond Windsystem Partners, Ltd. Series
a California limited liability 85-A, a California limited partnership
company
By: Enron Wind LLC, By: Zond Windsystems Management
its sole member III LLC, its General Partner
By: Enron Renewable Energy Corp., By: /s/ Xxxxx X. Xxxxxx
its sole member ------------------------------
Name: Xxxxx X. Xxxxxx
By: /s/ Xxxxx X. Xxxxxx ----------------------------
-------------------------------- Title: President and Chief
Name: Xxxxx X. Xxxxxx Executive Officer
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Title: President and Chief
Executive Officer
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