Exhibit 10.5
RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:
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President
Zond Windsystem Management II LLC
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(Space above this line for Recorder's use only.)
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SECOND AMENDMENT TO WIND PARK
EASEMENT AGREEMENT
This Second Amendment to Wind Park Easement Agreement (this "Amendment") is made
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by and between Mesa Wind Developers, a California joint venture ("MWD"), and
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Zond-PanAero Windsystem Partners I, a California limited partnership (the
"Partnership").
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RECITALS
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WHEREAS, MWD and the Partnership are parties to that certain Wind Park Easement
Agreement dated as of September 30, 1984, as amended by that certain Amendment
to Wind Park Easement Agreement by and between MWD and the Partnership which was
effective as of December 31, 2004 (as amended, the "Wind Park Easement"),
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pursuant to which MWD has granted to the Partnership the right to use a portion
of the Operating Site (as defined in the Wind Park Easement) for the purposes of
constructing, operating, maintaining, repairing and restoring the Partnership's
Turbines (as defined in the Wind Park Easement).
WHEREAS, the term of the Wind Park Easement expires on June 23, 2005 (the "Wind
Park Easement Termination Date"), and the parties desire to extend the term of
the Wind Park Easement Termination Date under the Wind Park Easement Agreement
until December 31, 2005 and to modify certain other provisions of the Wind Park
Easement Agreement as set forth in this Amendment.
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AGREEMENT
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NOW, THEREFORE, MWD and the Partnership agree as follows:
1. Amendments to Wind Park Easement.
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(a) Section 3 Term of Easement. Section 3 of the Wind Park Easement
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Agreement is hereby amended by deleting the date "June 23, 2005"
that appears in the first sentence thereof and replacing it in
its entirety with the date "December 31, 2005."
(b) Section 9.1 Mesa Rights of First Refusal. Section 9.1 of the Wind
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Park Easement Agreement is hereby amended by deleting in the last
sentence thereof the phrase "within the period of 11) eleven
months from the date of the expiration of the term of this
Agreement" and replacing it with the phrase "on or before May 31,
2006."
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.
4. Recordation. MWD shall record this Amendment as permitted by
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applicable law.
5. Effective Date. This Amendment shall be effective and the Wind Park
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June 23, 2005.
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IN WITNESS WHEREOF, each of the parties to this Amendment has executed
this Amendment on the date set forth below.
MWD Partnership
Mesa Wind Developers, Zond-PanAero Windsystem Partners I,
a California Joint Venture a California limited partnership
By: Enron Wind Systems, LLC By: Zond Windsystems Management LLC,
By: Enron Wind LLC, its sole its General Partner
member
By: Enron Renewable Energy Corp.,
its sole member
By: /s/ ▇▇▇▇ ▇▇▇▇ By: /s/ ▇▇▇▇ ▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇
Title: President Title: President and Chief
Executive Officer
Dated: June 23, 2005 Dated: June 23, 2005
By: PanAero California Ltd.
By: PAMC Management Corporation,
its general partner
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: President
Dated: June 24, 2005
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NOTARIAL ACKNOWLEDGMENT
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State of --------------------------------------------)
) ss.
County of -------------------------------------------)
On ----, 20---, before me, the undersigned Notary Public, personally appeared
--------------- personally known to me or proved to me on the basis of
satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the
within instrument; and acknowledged to me that he/she/they executed the same in
his/her/their authorized capacity(ies), and that by his/her/their signature(s)
on the instrument the person(s), or the entity upon behalf of which the
person(s) acted, executed the instrument.
(S E A L)
My commission Expires: / / .
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NOTARIAL ACKNOWLEDGMENT
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State of --------------------------------------------)
) ss.
County of -------------------------------------------)
On ----, 20---, before me, the undersigned Notary Public, personally appeared
--------------- personally known to me or proved to me on the basis of
satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the
within instrument; and acknowledged to me that he/she/they executed the same in
his/her/their authorized capacity(ies), and that by his/her/their signature(s)
on the instrument the person(s), or the entity upon behalf of which the
person(s) acted, executed the instrument.
(S E A L)
My commission Expires: / / .
---------------- ------ -----
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NOTARIAL ACKNOWLEDGMENT
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State of --------------------------------------------)
) ss.
County of -------------------------------------------)
On ----, 20---, before me, the undersigned Notary Public, personally appeared
--------------- personally known to me or proved to me on the basis of
satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the
within instrument; and acknowledged to me that he/she/they executed the same in
his/her/their authorized capacity(ies), and that by his/her/their signature(s)
on the instrument the person(s), or the entity upon behalf of which the
person(s) acted, executed the instrument.
(S E A L)
My commission Expires: / / .
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