EXHIBIT 4.4
THIS WINDFARM EASEMENT AGREEMENT ("Agreement") is made and entered into
this 20th day of March, 2003, by and between REMO, LLC "Owner" and Verde
Resources Corporation, an Arizona Corporation ("Verde") that is a wholly owned
subsidiary of Western Wind Energy Corporation (WND), a Canadian Public Company.
Owner and Verde are sometimes herein referred to as the "Parties."
1. GRANT OF EASEMENT. Subject to the terms and provisions of this Agreement,
Owner hereby grants and conveys to Verde an exclusive easement in gross on, over
and across the lands described on Exhibit "A" attached hereto and made a part
hereof (the "Property") for the Term hereof for wind resource evaluation, wind
energy development, transmission of wind energy produced from the Property, and
related wind energy development uses, all as described in Section 2 below. These
easements are easements in "gross" which means that they are interests personal
to Verde and its assignees and are not tied to any particular use or ownership
by Verde or its assignees of any adjacent or other land.
2. PERMITTED USES OF THE PROPERTY BY VERDE. Subject to the terms and provisions
of this Agreement, the exclusive easements described above shall permit Verde to
conduct the following activities on the Property:
2.1 WIND RESOURCE AND OTHER EVALUATIONS. Verde may erect, relocate,
maintain, and operate anemometers and other wind and weather monitoring
equipment, steel towers, concrete slabs, fences, and buildings to properly
operate, house, protect, and otherwise facilitate Verde's wind and weather
monitoring activities. The exact location of this equipment and related
facilities shall be determined in Verde's sole and unfettered discretion. Verde
may also fly kites and balloons and conduct other meteorological studies and
conduct soil and geologic studies on the Property. Verde agrees to cause Owner
to be provided with all factual and non-interpretive wind data, incrementally as
received by Verde from Verde's meteorological consultant. It is anticipated that
Verde will receive monthly reports from its meteorological consultant. Owner
agrees to hold Verde's wind data in strict confidentiality and not share Verde's
wind data with any third parties until after the expiration or termination of
this agreement. Verde shall within ninety (90) days of the date of this
agreement begin and continue monitoring wind and weather by methods suitable for
determining the feasibility of a Windfarm on the property.
2.2 WIND ENERGY CONVERSION SYSTEMS. Verde may erect, relocate, maintain,
and operate Wind Energy Conversion Systems (defined below) of any type and in
such quantity as Verde determines in its sole discretion. Such discretion shall
be reasonably exercised except with regard to the number, size, and performance
characteristics of wind turbines to be installed on the Property, which
determinations shall be in Verde's sole and unfettered discretion. The exact
location of such Wind Energy Conversion Systems shall be determined by Verde.
The term "Wind Energy Conversion Systems" includes all equipment and
improvements necessary or useful for the conversion of wind energy into
electricity, including large wind turbine generators, steel towers, foundations
and concrete pads, footings, guy wires, anchors, fences, gates, and other
fixtures and facilities, maintenance, security, storage, office, and facilities,
staging areas for the assembly of equipment, required lines and substation
facilities to transfer electric power from the
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generators to power transmission lines, energy storage devices, and other power
production equipment.
2.2.1 Verde shall not without prior consent of Owner, convert wind energy
derived from the subject property to any other form of energy other than
electricity which is metered from the property so as to be included in "net
energy sales".
2.3 TRANSMISSION FACILITIES AND ROADS. Verde, its contractors or agents may
erect, maintain, and operate such power transmission lines, poles, anchors,
support structures, underground cables, substations and interconnection
facilities, and associated roads for access and for installation and maintenance
as Verde in its sole discretion, reasonably exercised, deems to be necessary or
appropriate to transmit power and transport workers, tools, material, equipment,
and other necessary items across the Property. Verde shall design, construct and
maintain all such facilities in a manner that will prevent or mitigate erosion
and other such environmental damage. Owner agrees that the erection or
installation of the turbines, roads, transmission lines (overhead or buried) and
foundations and caissons shall be deemed not to cause unreasonable damage to the
Property or livestock grazing.
2.4 WAIVER OF SETBACK REQUIREMENTS. Owner consents to Verde's location of
Wind Energy Conversion Systems at any location upon the Property, including at
or near the property lines. Furthermore, in the event that any private
agreements or restrictions or any laws, rules, or ordinances of any governmental
agency impose setback requirements or otherwise restrict the location of any
element of any Wind Energy Conversion Systems to be placed upon the Property or
any adjacent properties along or near property lines, Owner shall cooperate with
and assist Verde in obtaining waivers or variances from such requirements and
shall execute all reasonable and further documents evidencing Owner's agreement
to the elimination of such setback requirements.
2.5 OWNERSHIP. Subject to Section 10.6. below, all installations by Verde,
whether real or personal or mixed, shall remain the property of Verde and shall
be removable by Verde at any time.
2.6 EXCLUSIVE RIGHTS. Owner agrees that Verde's grant of easement in
subject property shall be exclusive. Owner will not execute any other agreements
with third parties, nor will Owner cause any use on the Property (except cattle
grazing rights/leases held by third parties prior to the date of this Agreement)
other than that which is the subject of this Agreement. Should Owner desire to
execute any agreement, or cause any use by any third party, Owner shall notify
Verde, in writing, 30 days prior to execution of any agreement with any third
party. Verde shall not withhold third party agreement consent unreasonably,
unless, in Verde's sole discretion, said third party agreement would interfere
with the construction, operation and maintenance of Verde's wind facilities in
any way, including, but not limited to the creation of unsafe conditions; loss
of revenues; interference with wind speeds or wind directions; increase of
insurance liability, or any other unforeseen interference or impact.
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2.7 RIGHT OF FIRST REFUSAL. If Owner receives a third party offer to
purchase all or part of the subject Property, then Owner agrees to inform Verde,
and also offer to sell the Property to Verde upon the same terms and conditions
as contained in the third party offer. Verde shall have 120 days within which to
purchase the Property upon the same terms and conditions as the third party
offer. If no offer is outstanding, then Owner and Verde may also independently
and voluntarily negotiate a purchase agreement. If Verde receives a third party
offer to purchase all or part of Verde's wind facilities, then Verde agrees to
inform Owner, and also offer to sell the wind facilities to Owner upon the same
terms and conditions as contained in the third party offer. Owner shall have 120
days within which to purchase the wind facilities upon the same terms and
conditions as the third party offer.
3. TERM.
3.1 OPERATING PERIOD. The term of this Agreement (the "Term") shall
commence upon the date of execution of this Agreement and shall terminate at the
end of the Operating Period. The "Operating Period" shall be for a period of the
term of the first power purchase agreement negotiated and executed by and
between Verde and a third party purchaser of electricity, plus one year, but not
to exceed thirty (30) years commencing upon the date of this Agreement. Verde
shall commence and collect wind data from the subject property for a period not
to exceed 18 months from the date of this Agreement. Verde in its sole
discretion will determine whether the subject property demonstrates an annual
average wind resource/wind turbine capacity factor (c.f.) of a minimum of twenty
eight percent (28% c.f.). If the subject property does not demonstrate such a
wind resource/wind turbine capacity factor (c.f), or Verde is unable for
whatever reason to obtain federal, state, and local permits necessary to
commence Construction of Generating Facilities, then Verde in either case may
withdraw from this Agreement and shall be relieved from all obligations
hereunder including the payment of any additional sums accruing after notice of
Verde's withdrawal from this agreement.
3.2 CONTINUING EASEMENTS. If Verde elects to terminate a portion of the
easements and rights set forth in Sections 2.1 and 2.2 above, then Verde may
still continue to have and enjoy the easements granted in Section 1 above only
with respect to any lines, structures, facilities and/or roads existing at the
time of such termination for use on wind energy development projects on adjacent
lands so long as Verde first pays the minimum royalty payment set forth in
paragraph 4.2 below.
4. PAYMENTS TO OWNER. Verde shall make the following payments to Owner:
4.1 Upon execution of the Agreement, Verde shall deliver over to Owner one
hundred thousand (100,000) shares of Western Wind Energy Corporation, symbol
"WND" on the Toronto stock exchange.
4.2 No later than March 21, 2005 (24 months after the date of this
agreement) Verde shall make a payment to Owner in the amount of Five Hundred and
Eighty Thousand Dollars ($580,000.00).
4.3 PRORATED MINIMUM ROYALTY PAYMENT. On January 3, 2006, Verde shall make
a prorated minimum royalty payment to Owner in the amount of Four Hundred fifty
nine thousand ($459,000.00) subject to the recouping or offsetting of such
payments against other payments required under this Agreement.
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4.3.1 MINIMUM ROYALTY PAYMENT. On January 3, 2007, and the third day of
January each year thereafter while this agreement is in effect, Verde shall make
a minimum royalty payment to Owner in the amount of Five Hundred and Eighty
Thousand Dollars ($580,000.00) subject to the recouping or offsetting of such
payments against other payments required under this Agreement.
4.4 ROYALTY PAYMENTS. For any calendar quarter during the Term of this
Agreement, if payments to Owner calculated under the Royalty Percentage (defined
below) of Gross Operating Proceeds from Net Energy Sales (defined below)
attributable to the calendar year (pro-rata for initial year) exceeds the
Minimum Royalty annually of $580,000, then Verde shall pay to Owner as royalty
("Royalty") an amount equal to the excess of such Royalty Percentage of Gross
Operating Proceeds from Net Energy Sales for such Operating Year over the
Minimum Royalty. Royalty payments shall be due and payable by Verde to Owner
within thirty (30) days after the end of any calendar quarter in which Royalty
is calculated to be due. On or before thirty (30) days after each calendar
quarter after the commencement of power deliveries from the Property, Verde
shall furnish to Owner a detailed calculation of Gross Operating Proceeds from
Net Energy Sales received by Verde during such calendar quarter and the Royalty
payable to Owner for such calendar quarter, including a statement of the rate
charged per kilowatt-hour of electricity sold to power purchaser(s), together
with copies of all revenue statements from utility companies and other power
purchasers, and other information as is necessary to confirm the actual amount
of Gross Operating Proceeds received by Verde during such calendar quarter and
the Royalty payable to Owner for such calendar quarter, and a detailed statement
setting forth the nameplate rated capacity of each wind turbine generator
located on the Property and the amount of electricity generated by each
individual wind turbine generator located on the Property during such calendar
quarter.
4.5 DEFINITIONS.
(a) ROYALTY PERCENTAGE. The term "Royalty Percentage" shall mean three and
one-half percent (3.5%) of Gross Operating Proceeds from Net Energy Sales.
(b) GROSS OPERATING PROCEEDS FROM NET ENERGY SALES. The term "Gross
Operating Proceeds from Net Energy Sales" shall mean the sum of (i) all gross
receipts of Verde from the sale of electricity measured at the meter and
generated by Verde from turbines located on the Property, (ii) all net receipts
or direct economic benefits derived from the discounted sale or use of Verde's
federal tax credits available to a producer of electricity, including but not
limited to the Production Tax Credits (PTC) allowed under Section 45 of the
Internal Revenue Code and (iii) all net receipts or direct economic benefit
derived from use of or the sale to any third parties of any pollution-offset
(Green Tag) attributes.
4.6 METHOD OF PAYMENT. All payments from Verde to Owner shall be paid to a
designated account of the Owner at a financial institution designated by Owner.
Owner shall have the right to designate from time to time a new account or
accounts for receipt of payments, or designate an additional or different party
or parties to receive payments, upon thirty (30) days written notice to Verde.
5. PROMISES BY VERDE. Verde promises, represents and warrants to Owner as
follows:
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5.1 COMPLIANCE WITH LAW. Verde shall at all times comply with all relevant
municipal, state, and federal ordinances, rules, and statutes applicable to
Verde's operations on and use of the Property and of Owner's Adjacent Lands.
5.2 LIENS. Verde shall keep the Property used under this Agreement and all
facilities of Verde located on the Property, free and clear of all liens and
claims for labor and services performed thereon, and all material, supplies or
equipment furnished thereto in connection with Verde's uses thereof pursuant to
this Agreement.
5.3 PAYMENT OF TAXES AND OTHER CHARGES. Verde shall pay all personal
property taxes attributable to the Wind Energy Conversion Systems and other
equipment on the Property and/or other improvements installed or placed on the
Property or on Owner's Adjacent Lands by Verde. Verde shall also pay when due
all charges for gas, water, electricity, telephone services, and other utilities
used by Verde on the Property. Owner is responsible for and shall pay all other
property, ad valorem, or use taxes on or attributable to the Property in an
"agricultural" or "grazing-lands" status prior to the execution of this
agreement. During the term of this agreement Verde shall pay the difference
between the property, ad valorem, or use taxes on or attributable to the
Property in an "agricultural" or "grazing-lands" status prior to the execution
of this agreement and the taxes actually assessed. The parties shall cooperate
to minimize the tax burden on the real property as reasonably practical,
including leasing the property to third parties for grazing. Owner will be
responsible for any property, ad valorem or use tax increases caused by the
execution of any agreement with any third party, under the terms of Section 2.6
of this Agreement, other than a grazing lease.
5.4 SURFACE MATTERS,
5.4.1 Verde shall give Owner written notice of Verde's intention to commence
operations for the construction of Wind Energy Conversion Systems or other
facilities on the Property pursuant to this Agreement within a reasonable time
prior to the actual commencement of such operations. Such notice shall include
the approximate date of such commencement, the approximate location of such
operations and facilities, and the type of operations to be conducted.
5.5.3 Verde shall not have the right under this Agreement to construct or
maintain housing for its employees, agents, contractors and/or subcontractors on
the Property or on Owner's Adjacent Lands.
5.5.4 Verde shall keep all of Owner's gates used by Verde closed at all
times, except when open to permit the passage of vehicular traffic.
5.5.5 Subject to the terms of this Agreement, Verde may install on the
Property, in its sole and absolute discretion either (i) overhead transmission
lines, cables and other lines or (ii) subsurface transmission lines, wherever
such lines are required in order to construct and operate the wind power
project. All subsurface transmission lines, cables, pipelines and other lines
constructed by Verde on the Property or on Owner's Adjacent Lands shall be
buried to a depth of at least twenty-four (24) inches below the surface. The
area occupied by all such buried lines, after installation, replacement or
repair, shall be back-filled and tamped, and otherwise restored as nearly as
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reasonably practical to its condition prior to installation, replacement or
repair. Verde shall pay damages to Owner for the installation and use of
overhead transmission lines, cables and other lines according to the terms of
this Agreement and Exhibit "C" hereto.
5.5.8 Verde shall construct and maintain fences around improvements, fixtures
and equipment located on the Property that Verde determines should be fenced for
the protection of the improvements, fixtures and equipment or for the protection
of persons, wildlife or livestock, provided that nothing in this sentence shall
be deemed to make Owner responsible or liable for any damage to improvements,
fixtures or equipment caused by wildlife or livestock.
5.5.9 Verde shall have the right to drill a well or xxxxx and use the water
therefrom for the purposes of construction, operation and maintenance of its own
wind generating facilities, and revegetation as required by governmental
authorities. Any such shall be the property of Owner. Verde's use of any well
developed by Verde shall priority over all other uses. Owner may use any pump at
no cost for watering of free ranging grazing livestock on the Owner's property.
5.5.10 Verde shall keep the surface of the Property and Owner's Adjacent Lands
used by Verde pursuant to this Agreement neat and clean and shall remove all
waste material and debris as soon as may be practical. Upon the completion of
any operations, Verde shall fill and level all pits, holes, depressions and
ruts, remove all debris and restore the surface of said lands so used by Verde
as nearly as practicable to its condition prior to Verde's use thereof.
5.5.11 Verde, its employees, agents, or contractors entering upon the Property
under the authority of this Agreement shall not intentionally remove or destroy
any fossils, Indian artifacts, man-made structures or other archaeological
objects of historical or scientific value which may be situated thereon. Should
Verde or any of its employees, agents, contractors or subcontractors discover
any of such objects on said Property, it shall promptly notify Owner of the
discovery and leave said objects in place. All native plants remain the property
of Owner, and Verde shall cooperate with owner to facilitate the sale of native
plants which may be moved or destroyed during the course of altering the surface
of the property by giving ten days advance notice so as to allow removal of
native plants.
5.6 SUBSURFACE RIGHTS. Verde acknowledges that this Agreement does not
grant to Verde any rights in the oil, gas or other minerals located on or under
the Property and that Verde shall have no right under this Agreement to make any
use of the subsurface of the Property, except as may be necessary to install (i)
subsurface transmission lines, cables, pipelines and other lines, (ii) poles,
(iii) roads, and (iv) foundations and caissons for wind turbine towers,
transformers, operation and maintenance buildings, and substation facilities.
5.7 ADDITIONAL INFORMATION AND RIGHT OF INSPECTION. After the construction
of wind turbine generators on the Property, Verde shall promptly provide to
Owner a plat showing the exact location of each such wind turbine generator and
information regarding the megawatt capacity of each wind turbine generator.
Owner and its representatives shall have the right to inspect each wind turbine
generator from time to time in order to verify its megawatt capacity. For safety
and security purposes, an employee or agent of Verde shall accompany Owner or
any
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employee or agent of Owner on any inspection of Verde's wind turbine generators
and related facilities. Owner shall advise Verde, in writing, 7 days prior to
Owners desired inspection date. Owner will advise Verde telephonically of any
informal tours of the premises.
6. PROMISES BY OWNER. Owner promises, represents and warrants to Verde as
follows:
6.1 TITLE. This Agreement is executed by Owner without warranty of title,
express, statutory or implied. Verde shall have until April 21, 2003 within
which to satisfy itself as to the condition of title. It at the end of such
period of time Verde discovers that there are title defects which substantially
impair the feasibility of developing the property as a Windfarm, then Verde may
cancel this agreement and Owner will within 30 days surrender to Western Wind
Energy Corporation all the stock referenced in section 4.1 of this agreement.
6.2 No INTERFERENCE. As long as Verde is not in default under this
Agreement, Verde shall have the quiet use and enjoyment of the Property in
accordance with the terms of this Agreement without any suit, trouble or
material interference of any kind by Owner or any party claiming through Owner.
Owner may use the Property for ranching, grazing, recreational or similar uses
provided such uses do not materially interfere with Verde's equipment, Verde's
access, or any of Verde's operations on the Property.
6.3 Owner will not otherwise use the Property for any use or take any other
action which interferes materially with or is incompatible with Verde's use of
the Property or which in any way interferes with the wind flow across the
Property, nor will Owner grant any license, easement or other right with respect
to the Property which is likely to materially interfere with Verde's operations.
Notwithstanding anything contained in this Agreement to the contrary or that
might be construed to the contrary, so long as such activities do not materially
interfere with Verde's physical operations on the Property, Owner and its
successors and assigns reserve and shall have the right without restriction, to
(i) use the Property for ingress and egress, (ii) use and maintain all temporary
and permanent structures which exist on the Property or on Owner's Adjacent
Lands as of the date of this Agreement (and Verde acknowledges that Owner's
structures on the Property existing as of the date of this Agreement will not
materially interfere with Verde's physical operations on the Property); (iii)
erect, use and maintain temporary structures on the Property which exceed fifty
(50) feet in height, such as but not limited to, water or oil and/or gas well
drilling and work-over rigs and equipment, so long as the same are not located
less than one and one-half (1 1/2) turbine blade radii of the base of any then
existing wind turbine generator installed on the Property by Verde, (iv) erect,
use and maintain permanent water well windmills and other structures on the
Property that are not used for the generation of electricity through the use of
wind energy so long as the same are less than one-hundred (100) feet in height
and are not located within five-hundred (500) feet of the base of any then
existing wind turbine generator installed on the Property by Verde, and (v)
erect, use and maintain temporary or permanent structures of any type or size on
Owner's Adjacent Lands and to make any use of Owner's Adjacent Lands; provided,
however, that, subject to the provisions of Section 10.3 below. Owner agrees
that Owner will not erect, use or maintain wind turbine generators on the
property. Verde agrees that Owner's uses of the Property as described in items
(i) through (v) above shall be deemed not to interfere with the wind flow across
the Property. Any use of the Property by Owner that is not permitted under this
Agreement shall be subject to the approval of
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Verde, which approval shall not be unreasonably withheld, conditioned or
delayed, and which approval shall not be withheld, conditioned or delayed unless
Verde demonstrates that such use will materially interfere with Verde's safe
operation of wind facilities on the Property or will interfere with the wind
flow across the Property.
6.5 RIGHTS AND PRIVILEGES OF THIRD PARTIES. The Parties acknowledge that
Xxxx X. Xxxxx of Xxxxxxxxx, Arizona or his assignees, if any, have a right to
graze cattle upon the property, which right is terminable at will by Owners. Xxx
Xxxxxx has an exclusive right to harvest native plants which agreement Owner
will terminate within 30 days of the date of this agreement. The parties also
acknowledge that other third parties may have rights and privileges on or about
the Property. Verde's use of the Property and of Owner's Adjacent Lands is
subject to the rights (express and implied) of all such third parties if and to
the extent that such third parties and their respective rights are either
identified in one or more documents recorded in the official records of Mohave
County, Arizona as of the date hereof or specifically listed in a writing
provided by Owner to Verde prior to the date hereof. Owner agrees to use
reasonable efforts to obtain the cooperation of such third parties in using
their rights in a manner that minimizes interference by such parties with the
activities of Verde, its contractors or agents under this Agreement. Owner had
provided a copy of the easement memorandum agreement dated July 12, 1995 by and
between Owner and Nevada Pacific Mining Co. including Exhibit A, which is
expressly agreed not to materially affect the feasibility of developing the
property as a windfarm.
7. INDEMNIFICATION AND INSURANCE.
7.1 INDEMNIFICATION. With the exceptions of actions of grazing lessees and
their assignees, their employees, agents, invitees, and contractors and the
employees, agents, invitees, and subcontractors of such agents, invitees and
contractors their employees, invitees and guests, each party (the "Indemnifying
Party") agrees to indemnify, defend and hold harmless the other party and such
other party's mortgagees, officers, employees, and agents (the "Indemnified
Party") against any and all losses, damages (including consequential damages),
claims, expenses, and other liabilities, including, without limitation,
reasonable attorneys fees, resulting from or arising out of (i) any operations
of the indemnifying Party on the Property, (ii) any negligent act or negligent
failure to act on the part of the Indemnifying Party or anyone else engaged in
doing work for the Indemnifying Party, or (iii) any breach of this Agreement by
the Indemnifying Party. This indemnification shall survive the termination of
this Agreement. This indemnification shall not apply to losses, damages, claims,
expenses and other liabilities caused by any negligent or deliberate act or
omission on the part of the Indemnified Party. Each party further agrees to
indemnify, defend and hold harmless the other party or its assignees,
transferees or Affiliates, as may be appropriate, for any and all injury or
death to the other party's employees, agents, invitees, and contractors and the
employees, agents, invitees, and subcontractors of such agents, invitees and
contractors and any and all damage to all and any portion of any Wind Energy
Conversion System or any other improvement on the Property constructed, owned,
or operated by Verde, its assignee, transferee, or Affiliate, caused by such
party or its guest/s, invitee/s or licensee/s on the Property.
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7.2 INSURANCE. Verde will maintain at its expense a liability insurance
policy or policies relating to the operation of the proposed windfarm in the
amount of not less than three million dollars per incident and will name Owner
as an additional insured thereunder.
8. ENCUMBRANCE OF EASEMENTS; REQUIRED NOTICES TO LENDERS.
8.1 RIGHT TO ENCUMBER. Either Party may at any time mortgage to any entity
(herein, a "Lender") all or any part of either Parties interest under this
Agreement and the easements and rights created by this Agreement with the prior
written consent of the other Party, which consent shall not be unreasonably
withheld.
8.2 COVENANTS FOR LENDERS' BENEFIT. SHOULD VERDE MORTGAGE ANY of its
interest as provided in Section 8.1 above, Verde and Owner expressly agree
between themselves and for the benefit of any Lenders as follows:
(a) They will not modify or mutually agree to cancel this Agreement without
the prior written consent of the Lenders, which consent shall not be
unreasonably withheld or delayed. Such covenant shall not affect any right of
Owner to terminate this Agreement following compliance by Owner with the notice
and opportunity to cure provisions of this Section 8 and Section 10 below (and
without any such cure being effected in accordance with the provisions of either
of such Sections).
(b) The Lenders shall have the right to do any act or thing required to be
performed by Verde under this Agreement, and any such act or thing performed by
a Lender shall be as effective to prevent a default under this Agreement and/or
a forfeiture of any of Verde's rights under this Agreement as if done by Verde
itself.
(c) No default which requires the giving of notice to Verde shall be
effective unless a like notice is given to all Lenders. If Owner shall become
entitled to terminate this Agreement due to an uncured default by Verde, Owner
will not terminate this Agreement unless it has first given written notice of
such uncured default and of its intent to terminate this Agreement to each
Lender and has given each Lender at least thirty (30) days to cure the default
to prevent such termination of this Agreement. Upon the sale or other transfer
of any interest in the easements and rights granted hereunder by any Lender,
such Lender shall have no further duties or obligations hereunder, except with
respect to payment obligations that became due and payable during any period in
which such Lender owned the easements and rights granted hereunder.
(d) In case of the termination of this Agreement as a result of any default
by Verde (following Owner's compliance with the notice and opportunity to cure
provisions of Section 8 and 10 hereof) or the termination of the Agreement (in
accordance with applicable bankruptcy laws and subject to any required court
approval) as a result of bankruptcy, insolvency or appointment of a receiver in
bankruptcy for Verde, Owner shall give prompt notice to the Lenders. Owner
shall, upon written request of the first priority Lender, made within forty (40)
days after such notice to such Lender, enter into a new easement agreement for
the remaining Term with such Lender, or its designee, within twenty (20) days
after the receipt of such request. Such new easement agreement shall be
effective as of the date of the termination of this
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Agreement as provided in this Section 8.2 upon the same terms, covenants,
conditions and agreements as contained in this Agreement. Upon the execution of
any such new easement agreement, the Lender shall (i) pay Owner any amounts
which are due Owner from Verde, (ii) pay Owner any and all amounts which would
have been due under this Agreement (had this Agreement not been terminated) from
the date of the termination of this Agreement to the date of the new easement
agreement, and (iii) agree in writing to perform or cause to be performed all of
the other covenants and agreements set forth in this Agreement to be performed
by Verde to the extent that Verde failed to perform the same prior to the
execution and delivery of the new easement agreement.
8.3 IDENTIFICATION OF LENDERS AND NOTICE OF ENCUMBRANCES. Notwithstanding
the provisions of Section 8.2, above, no Lender shall be entitled to receive any
notice from Owner and Owner's right to terminate this agreement shall not be in
any way restricted or impaired by any rights of a lender unless Owner has
previously received written notice from such Lender in the manner provided in
Section 11.4 hereof of such Lender's name and address for notice purposes.
Should Verde mortgage any of its interest as provided in Section 8.1 above,
Verde shall provide Owner with a copy of each recorded mortgage document within
ten (10) days following the filing of the same for record in Mohave County,
Arizona.
9. CONDEMNATION. Should title or possession of all of the Property be
taken in condemnation proceedings by a government agency or governmental body
under the exercise of the right of eminent domain, or should a partial taking
render the remaining portion of the Property wholly unsuitable for Verde's use,
then this Agreement shall terminate upon the vesting of title or taking of
possession. All payments made on account of any taking by eminent domain shall
be made to Owner, except that Verde shall be entitled to any award made for the
reasonable removal and relocation costs of any removable property that Verde has
the right to remove, and for the loss and damage to any such property that Verde
elects or is required not to remove, and for the loss of use of the Property by
Verde. It is agreed that Verde shall have the right to participate in any
settlement proceedings, providing that this should not be construed to create
any greater rights than those created by virtue of this easement agreement.
Should Verde recover any award for loss of revenue in the course of such
condemnation proceeding or settlement, Owner shall be entitled to its pro-rata
share of such award based upon the Royalty Percentage defined in Section 4 of
this Agreement.
10. TERMINATION AND DEFAULT.
10.1 TERMINATION BY VERDE. Subject to Section 8 above, Verde may terminate
this Agreement at any time by giving Owner at least one hundred eighty (180)
days notice and paying Owner pro-rata the Royalty due Owner for the one hundred
eighty (180) day period following such notice.
10.5 DEFAULTS. Each of the following events shall constitute an event of
default by the Parties and, subject to Section 8.2, above, shall permit the
non-defaulting Party to terminate this Agreement and/or pursue all other
appropriate remedies:
10
10.5.1 The failure or omission by either Party to pay amounts required to be
paid hereunder when due, and such failure or omission has continued for thirty
(30) days after written notice from the other Party;
10.5.2 The failure or omission by either Party to observe, keep or perform any
of the other terms, agreements or conditions set forth in this Agreement, and
such failure or omission has continued for thirty (30) days (or such longer
period required to cure such failure or omission, not to exceed one-hundred
eighty (180) days, If such failure or omission cannot reasonably be cured with a
thirty (30) day period) after written notice from the other Party; or
10.5.3 A Party files for protection or liquidation under the bankruptcy laws
of the United States or any other jurisdiction or has an involuntary petition In
bankruptcy or a request for the appointment of a receiver filed against it and
such involuntary petition or request is not dismissed within sixty (60) days
after filing.
10.6 SURRENDER OF PROPERTY. On the termination of this Agreement, Verde
shall peaceably and quietly leave, surrender and return the Property to Owner.
Verde shall have six months from the date of termination to commence reasonable
removal any and all equipment, improvements, fixtures and other property owned
or installed by Verde or its assigns or Affiliates. Failure to remove any items
within two years from the date of termination shall be deemed to be an
abandonment of such items to Owner and Owner shall have the right to remove, or
to cause removal of, any property deemed to be abandoned by Verde and receive
reimbursement from Verde for the actual and reasonable cost of such removal and
Owner shall be entitled to the salvage value of any such items removed. Verde
shall not, in Verde's sole discretion, unreasonably destroy any of Verde's
abandoned wind or transmission facilities before surrendering the Property to
the Owner. Verde shall, upon surrendering Property to Owner, provide Owner with
a Quitclaim Deed to the Property thereby reconveying to Owner any and all rights
actually acquired or claimed by Verde.
10.7 WORK PRODUCT. At the end of the term of this Agreement or upon
termination of this Agreement by either Party prior to the end of the Term,
Owner shall have the right to acquire any or all of Verde's Work Product
(defined below) relating to the wind energy project contemplated by this
Agreement. The term "Work Product shall include all available title,
environmental, archeological, engineering, wind speed, soil sample and similar
studies, reports and materials, and all regulatory documents and materials.
11 MISCELLANEOUS PROVISIONS.
11.1 FORCE MAJEURE - DELAYS. Except as otherwise expressly provided in this
Agreement, should the performance of any act required by this Agreement to be
performed by either Owner or Verde be prevented or delayed by reason of any act
of God, strike, lock-out, labor trouble, inability to secure materials,
restrictive governmental laws or regulations, or any other cause not the fault
of the party required to perform the act, the time for performance of the act
will be extended for a period equivalent to the period of delay and performance
of the act during the period of delay will be excused; provided, however, that
in no event shall this provision excuse Verde from timely making any payment of
money to Owner which is due and otherwise owing.
11
11.2 ASSIGNMENT. Verde shall at all times have the right to sell, assign,
encumber, or transfer, all or an undivided interest in all of its rights and
interests under this Agreement to any Affiliate or Affiliates of Verde without
Owner s consent; provided, however, that the term of any such transfer shall not
extend beyond the term of this Agreement and that any and all such transfers
shall be expressly made subject to all of the terms, covenants and conditions of
this Agreement. Verde shall give Owner written notice of the assignment or
transfer of any of its rights under this Agreement within ten (10) days after
any such assignment or transfer. The burdens of the easements and rights
contained in this Agreement shall run with and against the Property and shall be
a charge and burden thereon for the duration of this Agreement and shall be
binding upon and against, and shall inure to the benefit of, Owner and its
successors, assigns, permittees, licensees, lessees, employees, and agents. This
Agreement shall be binding upon and shall inure to the benefit of Verde and its
permitted successors, assigns, permittees, licensees, lessees, employees,
contractors and agents.
11.3 FURTHER ASSURANCES.
11.3.1 Each of the parties to this Agreement agrees to perform all such acts
(including but not limited to, executing and delivering such instruments and
documents) as reasonably may be necessary to fully effectuate each and all of
the purposes and intent of this Agreement and any amendment hereto. The parties
specifically agree to execute and record the Memorandum of Agreement attached
hereto as Exhibit "C". Owner expressly agrees that it will from time to time
enter into reasonable non-disturbance agreements with any Lender which requires
such an agreement providing that Owner shall recognize the rights of the Lender
and not disturb its use of the Property so long as it or Verde is not in default
of any of the provisions of this Agreement. Owner and Verde agree that they
shall, at any time during the term of this Agreement within ten (10) days after
a written request by the other party, execute, acknowledge and deliver to the
requesting party a statement in writing certifying that this Agreement is
unmodified and in full force and effect (or modified and stating the
modifications). The statements shall also state the dates on which the payments
and any other charges have been paid and that there are no defaults existing or
that defaults exist and the nature of such defaults.
11.3.2 GUARANTEE BY WESTERN WIND ENERGY. Western Wind Energy Corporation, a
Canadian Public Company, guarantees the performance of each and every obligation
of Verde under this agreement.
11.4 NOTICES. ALL NOTICES OR OTHER communications required or permitted
hereunder, including notices to Lenders, shall, unless otherwise provided
herein, be in writing, shall be personally delivered, delivered by reputable
overnight courier, or sent by registered or certified mail, return receipt
requested, and postage prepaid, addressed to the Parties. Notices personally
delivered shall be deemed given the day so delivered. Notices given by overnight
courier shall be deemed given on the first business day following the mailing
date. Notices mailed as provided herein shall be deemed given on the third
business day following the mailing date. Notice of change of address shall be
given by written notice in the manner detailed in this Section 11.4. The
addresses of the Parties are as follows:
12
Owner
REMO, LLC
c/o Xxxxx X. Xxxxx, Attorney at Law
0000 X. Xxxx Xxxxxx, Xxx. X
Xxxxxxx, XX 00000
(000) 000-0000
Verde Resources Corporation:
Xxxxx 0 Xxx 0 Xxxxxxx
Xxxxx Xxxxxxx 000
Xxxx Xxxx XX 00000
(000) 000-0000 or (000) 000-0000
Western Wind Energy Corporation
000 Xxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx
Xxxxxx X0X 0X0
(000) 000-0000
11.5 NO WAIVER. No waiver of any right under this Agreement shall be
effective for any purpose unless in writing, signed by the party hereto
possessing the right, nor shall any such waiver be construed to be a waiver of
any subsequent right, term or provision of this Agreement.
11.6 CONSTRUCTION OF AGREEMENT
11.6.1 GOVERNING LAW. The terms and provisions of this Agreement shall be
interpreted in accordance with the laws of the State of Arizona applicable to
contracts made and to be performed within such State and without reference to
the choice of law principles of such state or any other state.
11.6.2 INTERPRETATION. The Parties agree that the terms and provisions of this
Agreement embody their mutual intent and that the terms and conditions are not
to be construed more liberally in favor, nor more strictly against, either
Party.
11.6.3 PARTIAL INVALIDITY. If any term or provision of this Agreement, or the
application thereof to any person or circumstance shall, to any extent, be
invalid or unenforceable, the remainder of this Agreement or the application of
such term or provision to persons or circumstances other than those to which it
is held invalid or unenforceable, shall not be effected thereby, and each
remaining term and provision of this Agreement shall be valid and enforceable to
the fullest extent permitted by law.
11.6.4 HEADINGS. The section headings contained in this Agreement are for
purposes of references and convenience only and shall not limit or otherwise
affect, in any way, the meaning of this Agreement.
13
11.7 CHOICE OF FORUM, JURISDICTION AND ATTORNEYS FEES. Verde and the Owner
agree that in the event of any litigation or other proceeding regarding the
terms of this Agreement, the exclusive venue for any such proceeding shall be in
a court of competent jurisdiction located in Mohave County, Arizona, or in the
U.S. District Court, District of Arizona. If any party brings any action or
proceeding for the enforcement, protection, or establishment of any right or
remedy under this Agreement or for the interpretation of this Agreement, the
prevailing Party shall be entitled to recover its reasonable attorneys' fees and
costs in connection with such action or proceeding.
11.8 COUNTERPARTS AND AUTHORITY. This Agreement may be executed in
counterparts, each of which shall be deemed an original and all of which, when
taken together, shall constitute one and the same instrument. Each person
executing this agreement personally warrants that they have all authority in law
and in fact to execute this as an agreement binding such party or parties for
whom this agreement is executed.
11.9 LIST OF EXHIBITS:
Exhibit A: Description of Property
Exhibit B: Schedule of Damages
Exhibit C: Memorandum of Easement
Exhibit D: Board of Directors Resolution, WND
Exhibit E: Remo LLC Articles of Organization
11.10 ENTIRE AGREEMENT. This Agreement contains the entire agreement between
the Parties hereto with respect to the subject matter hereof and any prior
agreements, discussions or understandings, written or oral, are superceded by
this Agreement and shall be of no force or effect. No addition or modification
of any term or provision of this Agreement shall be effective unless set forth
in writing and signed by the authorized representatives of the Parties.
11.11 MEMORANDUM. Concurrent with the execution of this Agreement, the
Parties shall execute, acknowledge and record a Memorandum of Easement in the
form of Exhibit "C" attached hereto and made a part hereof. Such Memorandum
shall be recorded in lieu of recording this Agreement and neither Party shall
record this Agreement without the prior written consent of the other Party.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date
first above written.
REMO, LLC an Arizona limited liability company
/s/ Rock X. Xxxxx
----------------------------------
Rock X. Xxxxx, Manager
14
----------------------------------
Xxxxxxxx X. Xxxxx, Manager
----------------------------------
Xxxxx X. Xxxxx, Manager
STATE OF ARIZONA )
)ss.
County of Maricopa )
The foregoing was acknowledged before me this 28th day of March, 2003 by Rock
X. Xxxxx in his capacity as a manager of Remo, LLC an Arizona limited liability
company.
[NOTARY PUBLIC SEAL] -s- XXXXX X. XXXXXX
----------------------------------
Notary Public
STATE OF ARIZONA )
)ss.
County of Maricopa )
The foregoing was acknowledged before me this ___ day of March, 2003 by Xxxxxxxx
X. Xxxxx in his capacity as a manager of Remo, LLC an Arizona limited liability
company.
STATE OF ARIZONA )
)ss.
County of Mohave )
The foregoing was acknowledged before me this day of March 2003 by Xxxxx X.
Xxxxx in his capacity as a manager of Remo, LLC an Arizona limited liability
company.
----------------------------------
Notary Public
Verde Resources Corporation, An Arizona Corporation
By:
--------------------------------
Xxxxxxx Xxxxxxxxx
15
-s- Xxxxxxxx X. Xxxxx
----------------------------------
Xxxxxxxx X. Xxxxx, Manager
-s- Xxxxx X. Xxxxx
----------------------------------
Xxxxx X. Xxxxx, Manager
STATE OF ARIZONA )
)ss.
County of Maricopa )
The Foregoing was acknowledged before me this 28th day of March, 2003 by Rock
X. Xxxxx in his capacity as a manager of Remo, LLC an Arizona limited liability
company.
[NOTARY PUBLIC SEAL] -s- Xxx X Xxxx 11-1-06
----------------------------------
Notary Public
STATE OF ARIZONA )
)ss.
County of Maricopa )
The foregoing was acknowledged before me this 31st day of March, 2003 by Xxxxx
X. Xxxxx in his capacity as a manager of Remo, LLC an Arizona limited liability
company.
-s- XXXXX X XXXXXXXXX
----------------------------------
Notary Public
STATE OF ARIZONA )
)ss.
County of Mohave )
The foregoing was acknowledged before me this 28th day of March 2003 by Xxxxxxxx
X. Xxxxx in his capacity as a manager of Remo, LLC an Arizona limited liability
company.
-s- XXX X XXXX
----------------------------------
Notary Public
Verde Resources Corporation, An Arizona Corporation
By: -s- Xxxxxxx Xxxxxxxxx
--------------------------------
Xxxxxxx Xxxxxxxxx
15
STATE OF ARIZONA )
)ss.
County of Mohave )
The foregoing was acknowledged before me this 31st day of March, 2003 by Xxxxxxx
Xxxxxxxxx in his capacity as CEO of Verde Resources Corporation, an Arizona
corporation.
-s- XXXXX X XXXXXXXXX
----------------------------------
Notary Public
Western Wind Energy Corporation, a Canadian Public Company
By Xxxxxxx Xxxxxxxxx
-------------------------------
Xxxxxxx Xxxxxxxxx
STATE OF ARIZONA )
)ss.
County of Mohave )
The foregoing was acknowledged before me this 31st day of March, 2003 by Xxxxxxx
Xxxxxxxxx in his capacity as the authorized agent of Western Wind Energy
Corporation, a Canadian Public Company.
-s- XXXXX X XXXXXXXXX
----------------------------------
Notary Public
16
EXHIBIT "A"
TO GRANT OF WINDFARM EASEMENT AND EASEMENT AGREEMENT
DESCRIPTION OF THE PROPERTY
Township/Range Section Acreage
------------------------------------------------------------------------
T27,R18 5 600.16
T27,R19 1 638.99
T28,R18 3 40.00
T28,R18 5 640.00
T28,R18 7 617.92
T28,R18 9 480.00
T28,R18 17 280.00
T28,R18 19 270.03
T28,R18 21 190.00
T28,R18 29 280.00
T28,R18 31 507.18
T28,R18 33 600.00
T28,R19 1 441.86
T28,R19 3 642.16
T28,R19 5 641.60
T28,R19 11 240.00
T28,R19 13 240.00
T28,R19 23 200.00
T28,R19 25 200.00
T28,R19 35 560.00
Total, more or less 8309.50 acres
1
EXHIBIT "B"
TO GRANT OF WINDFARM EASEMENT AND EASEMENT AGREEMENT
SCHEDULE OF DAMAGES
All existing roads, new roads approved by owner, overhead transmission lines,
buried transmission lines and pipelines may be constructed and used at no cost
to Verde while Verde is not in breach. Roads constructed without approval of
owner will be assessed a one time fee of $300 per acre for each acre of surface
disturbed in the construction of the road.
2
EXHIBIT "C"
TO GRANT OF WINDFARM EASEMENT AND EASEMENT AGREEMENT
MEMORANDUM OF EASEMENT
This Memorandum of Easement is made and entered into as of March 21, 2003 by and
between REMO, LLC an Arizona limited liability company, ("Owner"), and Verde
Resources Corporation, an Arizona Corporation ("Verde"), and Western Wind Energy
Corporation, a Canadian Public Company collectively referred to as "parties":
WHEREAS:
A. The parties have entered into a Grant of Windfarm Easement and Easement
Agreement (the "Agreement") which by its terms grants to Verde easements for
wind energy development across and related rights on and over certain lands
which are more particularly described in Exhibit A attached hereto and
incorporated by this reference (the "Property") and places restrictions upon the
Property;
B. The term of the easement is for a period of not more than 30 years, as more
specifically provided in the Agreement; and
C. The parties desire to enter into this Memorandum of Easement which is to be
recorded in order that third parties may have notice of the interest of Verde in
the Property, as set forth in the Agreement.
NOW THEREFORE, in consideration of the rents and covenants provided in the
Agreement to be paid and performed by Verde, Grantor hereby grants to Verde
certain easements with respect to the Property during the term of this
Agreement, as more particularly set forth therein. All of the terms, conditions,
provisions and covenants of the Agreement are hereby incorporated into this
Memorandum of Easement by reference as though fully set forth herein, and the
Agreement and Memorandum of Easement shall be deemed to constitute a single
instrument or document. Should there be any inconsistency between the terms of
this Memorandum of Easement and the Agreement, then the terms of the Agreement
shall prevail.
IN WITNESS WHEREOF, the parties have executed this Memorandum of Easement as of
the date set forth above.
REMO, LLC AN ARIZONA LIMITED LIABILITY COMPANY
-s- Rock X. Xxxxx
-------------------------------
Rock X. Xxxxx, Manager
-------------------------------
Xxxxxxxx X. Xxxxx, Manager
3
EXHIBIT "C"
TO GRANT OF WINDFARM EASEMENT AND EASEMENT AGREEMENT
MEMORANDUM OF EASEMENT
This Memorandum of Easement is made and entered into as of March 21, 2003 by and
between REMO, LLC an Arizona limited liability company, ("Owner"), and Verde
Resources Corporation, an Arizona Corporation ("Verde"), and Western Wind Energy
Corporation, a Canadian Public Company collectively referred to as "parties":
WHEREAS:
A. The parties have entered into a Grant of Windfarm Easement and Easement
Agreement (the "Agreement") which by its terms grants to Verde easements for
wind energy development across and related rights on and over certain lands
which are more particularly described in Exhibit A attached hereto and
incorporated by this reference (the "Property") and places restrictions upon the
Property:
B. The term of the easement is for a period of not more than 30 years, as more
specifically provided in the Agreement; and
C. The parties desire to enter into this Memorandum of Easement which is to be
recorded in order that third parties may have notice of the interest of Verde in
the Property, as set forth in the Agreement.
NOW THEREFORE, in consideration of the rents and covenants provided in the
Agreement to be paid and performed by Verde, Grantor hereby grants to Verde
certain easements with respect to the Property during the term of this
Agreement, as more particularly set forth therein. All of the terms, conditions,
provisions and covenants of the Agreement are hereby incorporated into this
Memorandum of Easement by reference as though fully set forth herein, and the
Agreement and Memorandum of Easement shall be deemed to constitute a single
instrument or document. Should there be any inconsistency between the terms of
this Memorandum of Easement and the Agreement, then the terms of the Agreement
shall prevail.
IN WITNESS WHEREOF, the parties have executed this Memorandum of Easement as of
the date set forth above.
REMO, LLC AN ARIZONA LIMITED LIABILITY COMPANY
-------------------------------
Rock X. Xxxxx, Manager
-s- Xxxxxxxx X. Xxxxx
-------------------------------
Xxxxxxxx X. Xxxxx, Manager
3
-s- Xxxxx X. Xxxxx
-------------------------------
Xxxxx X. Xxxxx, Manager
STATE OF ARIZONA ) [NOTARY PUBLIC SEAL]
)ss.
County of Maricopa )
The foregoing was acknowledged before me this 28th day of March, 2003 by Rock X.
Xxxxx in his capacity as a manager of Remo, LLC an Arizona limited liability
company.
-s- Xxxxx X. Xxxxxx
------------------------
Notary Public
STATE OF ARIZONA )
)ss.
County of Maricopa )
The foregoing was acknowledged before me this ____ day of March, 2003 by
Xxxxxxxx X. Xxxxx in his capacity as a manager of Remo, LLC an Arizona limited
liability company.
STATE OF ARIZONA )
)ss.
County of Mohave ) [NOTARY PUBLIC SEAL]
The foregoing was acknowledged before me this 31st day of March, 2003 by Xxxxx
X. Xxxxx in his capacity as a manager of Remo, LLC an Arizona limited liability
company.
-s- XxXxx X. Xxxxxxxxx
------------------------
Notary Public
VERDE RESOURCES CORPORATION, AN ARIZONA CORPORATION
By: -s- Xxxxxxx Xxxxxxxxx [NOTARY PUBLIC SEAL]
---------------------
Xxxxxxx Xxxxxxxxx
STATE OF ARIZONA )
)ss.
County of Mohave )
The foregoing was acknowledged before me this 31st day of March, 2003 by Xxxxxxx
Xxxxxxxxx in his capacity as CEO of Verde Resources Corporation, an Arizona
corporation.
-s- XxXxx X. Xxxxxxxxx
4
-------------------------------
Xxxxx X. Xxxxx, Manager
STATE OF ARIZONA )
)ss.
County of Maricopa )
The foregoing was acknowledged before me this ____ day of March, 2003 by Rock X.
Xxxxx in his capacity as a manager of Remo, LLC an Arizona limited liability
company.
------------------------
Notary Public
STATE OF ARIZONA )
)ss.
County of Maricopa )
The foregoing was acknowledged before me this 28th day of March, 2003 by
Xxxxxxxx X. Xxxxx in his capacity as a manager of Remo, LLC an Arizona limited
liability company.
STATE OF ARIZONA )
)ss.
County of Mohave )
The foregoing was acknowledged before me this 28th day of March, 2003 by
Xxxxxxxx X. Xxxxx in his capacity as a manager of Remo, LLC an Arizona limited
liability company.
[NOTARY PUBLIC SEAL] -s- Xxx X. Xxxx 11-1-06
------------------------
Notary Public
VERDE RESOURCES CORPORATION, AN ARIZONA CORPORATION
By:
---------------------
Xxxxxxx Xxxxxxxxx
STATE OF ARIZONA )
)ss.
County of Mohave )
The foregoing was acknowledged before me this ____ day of March, 2003 by Xxxxxxx
Xxxxxxxxx in his capacity as ________ of Verde Resources Corporation, an Arizona
corporation.
--------------------------
4
EXHIBIT "D"
TO GRANT OF WINDPARK EASEMENT AND EASEMENT AGREEMENT
WESTERN WIND ENERGY CORPORATION
Resolution
Of the Board of Directors
CERTIFIED COPY OF RESOLUTIONS OF THE BOARD OF DIRECTORS OF WESTERN WIND ENERGY
CORP. (THE "COMPANY") PASSED BY THE DIRECTORS OF THE COMPANY ON THE 12TH DAY OF
FEBRUARY, 2003.
"The Company hereby authorizes Xxxxxxx X. Xxxxxxxxx, Chief Executive Officer of
Western Wind Energy Corporation and its 100% owned subsidiary, Verde Resource
Corp., to negotiate, finalize and execute a lease agreement with Xx. Xxxxx Xxxxx
on lands situated in the State of Arizona for purposes of testing, evaluating,
constructing and operating wind energy electrical generation facilities.
That Xxxxxxx X. Xxxxxxxxx be and is hereby authorized for and in the name of the
Company to execute and deliver the Lease Agreement with such alterations,
additions, amendments and deletions as may be approved by the person so
executing the same on behalf of the Company, and execution accordingly shall be
conclusive evidence of such approval and that the Lease Agreement is authorized
by these resolutions.
Further, Xxxxxxx X. Xxxxxxxxx is hereby authorized to offer to Xx. Xxxxx,
100,000 common shares of Western Wind Energy Corporation, the publicly trading
parent company of Verde Resource Corp. The 100,000 common shares offered to Xx.
Xxxxx can be in the form of options or warrants, at the discretion of Xx. Xxxxx,
and shall have a deemed value as at the date of February 12, 2003."
I, Xxxxxxx Ciachurski, the President of Western Wind Energy Corp., hereby
certify that the foregoing is a true and correct copy of duly passed resolutions
of the Directors of the Company and that the said resolutions have not been
rescinded, amended or modified and are in full force and effect as at March 19,
2003.
-s- Xxxxxxx Ciachurski
-------------------------------
XXXXXXX CIACHURSKI, President
ACC/FAX
DATE FILED
MARCH 14 2003
DATE APPH 3/14/2003
TERM_________
BY -s- Xxxxx Xxxxx
L-1069145-1
EXHIBIT E
ARTICLES OF ORGANIZATION
OF
REMO LLC
ARTICLE 1. The name of the limited liability company is Remo LLC.
ARTICLE 2. There are, or will be, two or more members at the time the Company
is formed.
ARTICLE 3. The latest date on which the Company is to dissolve is December
31, 2080.
ARTICLE 4. Management of the Company is reserved to the Managers, who may act
on behalf of the Company by majority decision.
ARTICLE 5. The names and addresses of the Managers of the Company are;
Rook X. Xxxxx
0000 Xxxx Xxxxx
Xxxx, Xxxxxxx 00000
Xxxxxxxx X. Xxxxx
0000 X. Xxxxxxx Xx. #00
Xxxx, Xxxxxxx 00000
Xxxxx X. Xxxxx
0000 X. Xxxx Xxxxxx, Xxxxx X
Xxxxxxx Xxxxxxx 00000
ARTICLE 6. The names and addresses of each member who owns a 20% interest or
greater in the capital or profits of the Company are:
Xxxxxx X. Xxxxx Irrevocable Trust
0000 X. Xxxx Xxxxxx, Xxxxx X
Xxxxxxx Xxxxxxx 00000
Testamentary Trust under Last Will and Testament of Xxxx X. Xxxxx
0000 X. Xxxx Xxxxxx, Xxxxx X
Xxxxxxx Xxxxxxx 00000
Xxxxxx X. Xxxxx
X.X. Xxx 000
Xxxxxxx Xxxxxxx 00000
ARTICLE 7. The address of the Company's registered office in Arizona is 0000
X. Xxxx Xxxxxx, Xxxxx X, Xxxxxxx Xxxxxxx 00000. The name and
business address of the Company's agent for service of process are
Xxxxx X. Xxxxx, 0000 X. Xxxx Xxxxxx, Xxxxx X, Xxxxxxx Xxxxxxx
00000.
IN WITNESS WHEREOF, the undersigned has executed these Articles of
Organization as of the 14 day of March, 2003.
-s- Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx
I, Xxxxx X. Xxxxx, having been designated to act as Statutory Agent,
hereby consent to act in that capacity until removed or resignation is submitted
in accordance with Arizona Revised Statutes.
-s- Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx
2
