Exhibit 10.6
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SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT
(TEHACHAPI PASS WIND PROJECT)
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This SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT (TEHACHAPI PASS
WIND PROJECT) (this "Second Amendment") is executed as of August 31, 2006, among
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ENRON WIND SYSTEMS, LLC, a California limited liability company ("EWS"), ZWHC,
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LLC, a Delaware limited liability company ("ZWHC"), ZOND WINDSYSTEM PARTNERS,
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LTD. SERIES 85-A, a California Limited Partnership ("ZWP 85-A"), ZOND WINDSYSTEM
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PARTNERS, LTD. SERIES 85-B, a California Limited Partnership ("ZWP 85-B", and,
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together with EWS, ZWHC and ZWP 85-A, collectively "Sellers"), AES TEHACHAPI
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WIND, LLC, a Delaware limited liability company ("Purchaser"), and SEAWEST
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HOLDINGS, INC., a California corporation ("Purchaser Parent").
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WITNESSETH:
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WHEREAS, Sellers, Purchaser and Purchaser Parent entered into that
certain Purchase and Sale Agreement (Tehachapi Pass Wind Project) dated April
12, 2006 (the "Agreement"), and that certain First Amendment to Purchase and
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Sale Agreement (Tehachapi Pass Wind Project, dated as of July 31, 2006 (the
"First Amendment") and together with the Agreement, herein collectively referred
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to as the "Purchase Agreement") for the sale of certain property located in Xxxx
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County, California, as more particularly described in the Purchase Agreement;
and
WHEREAS, Sellers, Purchaser and Purchaser Parent again desire to
modify certain provisions of the Purchase Agreement as set forth herein.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Sellers, Purchaser and Purchaser Parent agree as follows:
1. Defined Terms. All capitalized terms used herein and not defined shall
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have the meaning set forth in the Purchase Agreement.
2. Extension. Section 5.2(b) of the Purchase Agreement is hereby amended by
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extending the Outside Date until September 30, 2006, in lieu of August 31, 2006
as provided in the First Amendment.
3. Counterparts. This Second Amendment may be executed in multiple
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counterparts, each of which, when assembled to include an original or faxed
signature for each party contemplated to sign this Second Amendment, will
constitute a complete and fully executed agreement. All such fully executed
original or faxed counterparts will collectively constitute a single agreement.
4. Full Force and Effect. Except as modified hereby, the Purchase Agreement
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shall remain in full effect and this Second Amendment shall be binding upon
Sellers, Purchaser and Purchaser Parent and their respective successors and
assigns. If any inconsistency exists or arises between the terms of this Second
Amendment and the terms of the Purchase Agreement, this Second Amendment shall
prevail.
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Executed on the day and year set forth above.
SELLERS:
ENRON WIND SYSTEMS, LLC,
a California limited liability company
By: Enron Wind LLC,
its sole member
By: Enron Renewable Energy Corp.,
its sole member
By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx, President and
Chief Executive Officer
ZWHC, LLC,
a Delaware limited liability company
By: Enron Wind Systems, LLC,
its sole member
By: Enron Wind LLC,
its sole member
By: Enron Renewable Energy Corp.,
its sole member
By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx, President
and Chief Executive Officer
ZOND WINDSYSTEM PARTNERS, LTD. SERIES 85-A,
a California Limited Partnership
By: Zond Windsystems Management III LLC,
its general partner
By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx, President
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ZOND WINDSYSTEM PARTNERS, LTD. SERIES 85-B,
a California Limited Partnership
By: Zond Windsystems Management IV LLC,
its general partner
By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx, President
PURCHASER:
AES TEHACHAPI WIND, LLC,
a Delaware limited liability company
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx, Vice President
PURCHASER PARENT:
SEAWEST HOLDINGS, INC.,
a California corporation
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx, Vice President
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