Second Amendment to Wind Park Easement Agreement between Mesa Wind Developers and Zond-PanAero Windsystem Partners I

Summary

Mesa Wind Developers and Zond-PanAero Windsystem Partners I have agreed to extend the term of their Wind Park Easement Agreement, which allows the Partnership to use a portion of the site for wind turbine operations. The expiration date is changed from June 23, 2005, to December 31, 2005, and the period for exercising certain rights of first refusal is extended to May 31, 2006. The amendment is governed by California law and will be recorded as required. All other terms of the original agreement remain in effect.

EX-10.5 6 was5260ex10-5.txt EXHIBIT 10.5 Exhibit 10.5 RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: Eric D. Gadd President Zond Windsystem Management II LLC 1221 Lamar Street Suite 1600 Houston, Texas 77010 (Space above this line for Recorder's use only.) - ------------------------------------------------------------------------------- SECOND AMENDMENT TO WIND PARK EASEMENT AGREEMENT This Second Amendment to Wind Park Easement Agreement (this "Amendment") is made --------- by and between Mesa Wind Developers, a California joint venture ("MWD"), and --- Zond-PanAero Windsystem Partners I, a California limited partnership (the "Partnership"). ---------- RECITALS -------- 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"), ------------------ 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. 1 AGREEMENT --------- NOW, THEREFORE, MWD and the Partnership agree as follows: 1. Amendments to Wind Park Easement. -------------------------------- (a) Section 3 Term of Easement. Section 3 of the Wind Park Easement -------------------------- 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 ---------------------------------------- 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 ------------- 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 ------------ 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 ----------- applicable law. 5. Effective Date. This Amendment shall be effective and the Wind Park -------------- June 23, 2005. 2 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/ Eric Gadd By: /s/ Eric Gadd --------------------- ---------------------------- Name: Eric Gadd Name: Eric Gadd 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/ Robert Keeley --------------------- Name: Robert Keeley Title: President Dated: June 24, 2005 3 NOTARIAL ACKNOWLEDGMENT ----------------------- 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: / / . ---------------- ------ ----- 4 NOTARIAL ACKNOWLEDGMENT ----------------------- 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: / / . ---------------- ------ ----- 5 NOTARIAL ACKNOWLEDGMENT ----------------------- 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: / / . ---------------- ------ ----- 6