Resolution No. 9510 (6) EXHIBIT 30
Defaware �PAGE 1
qhe First state
1, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THAT "BICENT (CALIFORNIA) POWER LLC"
IS DULY FORMED UNDER THE LAWS OF THE STATE OF DELAWARE AND IS IN
GOOD STANDING AND HAS A LEGAL EXISTENCE NOT HAVING BEEN
CANCELLED OR REVOKED SO FAR AS THE RECORDS OF THIS OFFICE SHOW
AND IS DULY AUTHORIZED TO TRANSACT BUSINESS.
THE FOLLOWING DOCUMENTS HAVE BEEN FILED:
CERTIFICATE OF FORMATION, FILED THE TWENTY—FOURTH DAY OF
AUGUST, A-D. 2007, AT'12:05 O'CLOCK P.M.
CERTIFICATE OF AMENDMENT, CHANGING ITS NAME FROM "BEOWULF
(VERNON) POWER LLC" TO "BICENT (CALIFORNIA) POWER LLC", FILED
THE TWENTY—NINTH DAY OF OCTOBER, A.D. 2007, AT 6:34 O'CLOCK P.M -
AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID
CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE
AFORESAID LIMITED LIABILITY CON PANY, "BICENT (CALIFORNIA) POWER
LLC".
AND I DO HEREBY FURTHER CERTIFY THAT THE ANNUAL TAXES HAVE
NOT BEEN ASSESSED TO DATE.
4412678 8310
080381100
u veri —
_j �.r 5 cer—cate on.L2ne
at coxp . delawaro.gov/duthver.shtml
Harriet Smith Windsor, Secretary of State
AUTHENTICATION: 6491856
DATE: 04-01-08
Defaware PAGE 1
qhe First State
1, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THAT "BICENT (CALIFORNIA) MALBURG
LLC" IS DULY FORMED UNDER THE LAWS OF THE STATE OF DELAWARE AND
IS IN GOOD STANDING AND HAS A LEGAL EXISTENCE NOT HAVING BEEN
CANCELLED OR REVOKED SO FAR AS THE RECORDS OF THIS OFFICE SHOW
AND IS DULY AUTHORIZED TO TRANSACT BUSINESS -
THE FOLLOWING DOCOMENT HAS BEEN FILED:
CERTIFICATE OF FORMATION, FILED THE THIRTIETH DAY OF
NOVEMBER, A.D. 2007, AT 3:25 O'CLOCK P.M.
AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID
CERTIFICATE IS THE ONLY PAPER OF RECORD, THE LIMITED LIABILITY
COMPANY IN QUESTION NOT RAVING FILED AN AMENDMENT NOR HAVING
MADE ANY CHANGE WHATEVER IN THE ORIGINAL CERTIFICATE AS FILED.
AND I DO HEREBY FURTHER CERTIFY THAT THE ANNUAL TAXES HAVE
NOT BEEN ASSESSED To DATE.
wrs
.
4-
4465756 8315 0
080381100 LAW,
You May verify this certificate online
at coxp delaware.gov/authver.shtna
Harriet Smith Windsor, Secretary of State
AUTHENTICATION: 6491855
DATE: 04-01-08
Defaware PAGE 1
qhe First State
1, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THAT "BICENT (CALIFORNIA) HOOVER
LLC" IS DULY FORMED UNDER THE LAWS OF THE STATE OF DELAWARE AND
IS IN GOOD STANDING AND HAS A LEGAL EXISTENCE NOT RAVING BEEN
CANCELLED OR REVOKED SO FAR AS THE RECORDS OF THIS OFFICE SHOW
AND IS DULY AUTHORIZED TO TRANSACT BUSINESS -
THE FOLLOWING DOCUMENT HAS BEEN FILED:
CERTIFICATE OF FORMATION, FILED THE FIFTH DAY OF DECEAMER,
A.D. 2007, AT 3:21 O'CLOCK P.M.
AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID
CERTIFICATE IS THE ONLY PAPER OF RECORD, THE LIMITED LIABILITY
COMPANY IN QUEST -TON NOT HAVING FILED AN AMENDMENT NOR RAVING
MADE ANY CHANGE WHATEVER IN THE ORIGINAL CERTIFICATE AS FILED.
AND I DO HEREBY FURTHER CERTIFY THAT THE ANNUAL TAXES HAVE
NOT BEEN ASSESSED TO DATE-
4468186 8315
080381100
You ma� verif-, this .4 —
Cer ca'a on—.
at corp.delawaxe.groy/authver.shtml
J/C"�
Harriet Smith Windsor, Secretary of State
AUTHENTICATION: 6491854
DATE: 04-01-08
BICENT (CALIFORNIA) POWER LLC
WRITTEN CONSENT
BY THE SOLE MEMBER
The undersigned, being the sole member (the "Member") of Bicent
(California) Power LLC (f/k/a Beowulf (Vernon) Power LLQ, a Delaware Limited
Liability Company (the "Company'), hereby consents, pursuant to Section 18-302 of the
Limited Liability Company Act of the State of Delaware, as amended, to the adoption of
the resolutions attached hereto as Exhibit A taking or authorizing the actions specified
therein.
IN WI'fNESS WHEREOF, these resolutions have been adopted as of
April Lo, 2008.
BICENT ALIFO HOLDINGS LLC
By
Name: Paul . ager
i
Title: Preside
Exhibit A
Resolutions of 'Me Sole Member
of Bicent (California) Power LLC
WHEREAS, on October 8, 2007, the Company entered into a Purchase
and Sale Agreement attached hereto as Annex A (the "Original Purchase Agreement")
with the City of Vernon, California, a municipal corporation and a chartered city duly
organized and existing under and by virtue of the Constitution and laws of the State of
California and its Charter (the "City") for the purchase and sale of (i) that certain 134-
megawatt natural gas -fired generating facility known as the Malburg Generating Station
(the "Facilit "); (ii) that certain I I -megawatt interest in the Southern California Public
Power Authority's ownership interest in the Palo Verde Nuclear Generating Station
through December 31, 2030 (the "Palo Verde Interest"); (iii) that certain 22-megawatt
entitlement to energy from the Hoover Uprating Project pursuant to a power purchase
agreement with the Western Area Power Administration (the "Hoover Interest"); and (iv)
certain interests in transmission assets (the �'Mead Transmission Interests9');
WHEREAS, on October 29, 2007, the Company changed its name from
"Beowulf (Vernon) Power LLC" to "Bicent (California) Power LLC" by filing an
amendment to its certificate of formation with the Secretary of State in Delaware;
WHEREAS, on November 30,2007 Bicent (California) Malburg LLC
("Bicent Malburg") was formed by filing a certificate of formation with the Secretary of
State in Delaware and the Company became Bicent Malburg's sole member;
WHEREAS, on December 5, 2007 Bicent (California) Hoover LLC
("Bicent Hoover") was formed by filing a certificate of formation with the Secretary of
State in Delaware and the Company became Bicent Hoover sole member;
WHEREAS, on December 13, 2007, the Company and the City amended
and restated'the Original Purchase Agreement to terminate the obligation of the Company
to purchase from the City the Mead Transmission Interests and the Palo Verde Interest
(the "A&R Purchase Agreement");
WHEREAS, on February 8, 2008, the Company and the City further
amended the A&R Purchase Agreement (the A&R Purchase Agreement, as amended, the
"Purchase Agreement" and the transactions contemplated thereunder, the
"Transactions'D, and as a part of such amendment, the Company assigned (i) all of its
rights to purchase the Facility Assets and the Miscellaneous Assets (each as defined in
the A&R Purchase Agreement) to Bicent Malburg, and (ii) all of its rights to the
economic benefits and burdens associated with the Hoover Interest to Bicent Hoover;
WHEREAS, as contemplated by the Purchase Agreement and on the
closing date thereof, Bicent Malburg and the City will enter into: (i) a Power Purchase
Tolling Agreement, substantially in the forrn of Exhibit G to the Purchase Agreement (the
"PPTA"), (ii) an assignment and assumption agreement with respect to the Facility,
substantially in the form of Exhibit K to the Purchase Agreement (the "A&A
Agreement"); (iii) an Interconnection and Transmission Service Agreement, substantially
Exhibit A
in the form of Exhibit H to the Purchase Agreement (the "ITSA"); (iv) a lease with the
City as lessor and the Company as lessee, substantially in the of Exhibit D to the
Purchase Agreement (the "Lease"); (v) a Subordination of Deed of Trust Agreement with
the applicable lender(s), substantially in the forin of Exhibit C to the Purchase Agreement
(the "Subordination Agreement"); (vi) consents with the applicable lender(s) with respect
to the collateral assignment of certain rights and obligations to such applicable lender(s),
substantially in the form of Exhibit E-1 and Exhibit E-2 to the Purchase Agreement (the
"Lender Consents"); and (vii) a Memorandum of Lease and Easements, substantially in
the form of Exhibit F to the Purchase Agreement (the "Memorandum of Lease and
tasements"; the PPTA, the A&A Agreement, the ITSA, the Lease, the Subordination
Agreement, the Lender Consents and the Memorandum of Lease and Easements,
collectively, the "Malburg Transaction Documents";
WHEREAS, as contemplated by the Purchase Agreement and on the
closing date thereof, Bicent Hoover and the City will enter into (i) a contract for
differences with respect to the Hoover Interest, substantially in the forin of Exhibit A to
the Purchase Agreement (the "Hoover CFD"); and (ii) a Subordination Agreement
(together with the Hoover CFD, the "Hoover Transaction Documents"; the Malburg
Transaction Documents and the Hoover Transaction Documents, collectively, the
"Transaction Documents");
V,rHEREAS, the Purchase Agreement calls for delivery to the City by the
Company of (1) a certificate from an authorized officer of the Company (the "Officer's
Certificate") and (ii) a certificate of the Company's secretary (the "Secretary's
Certificate");
WHEREAS, the Member has determined that it is in the best interests of
the Company to execute and deliver. the Purchase Agreement and the Officer's Certificate
and to complete the Transactions:
1. Ratification and Approval.
RESOLVED, that the actions heretofore taken by Paul B. Prager with
respect to the Transactions, including, but not limited to, the execution of the Purchase
Agreement, be, and they hereby are, ratified and approved;
2. Other Transaction Documents.
RESOLVED, that the Purchase Agreement and all the Transaction
Documents be, and they hereby are, adopted and approved;
RESOLVED, that Paul B. Prager be, and hereby is, authorized and
empowered, in the name and on behalf 'of the Company, Bicent Malburg and Bicent
Hoover, as applicable, to execute and deliver. the Purchase Agreement and all Transaction
Documents, the execution and delivery thereof by Paul B. Prager to constitute conclusive
evidence thereof-,
Exhibit A
3. General Authorization.
RESOLVED, that the Member of the Company hereby authorizes, directs
and empowers (i) Paul B. Prager, to, execute and deliver the Officer's Certificate in the
name and on behalf of the Company; (ii) Mila Kramme, to execute and deliver the
Secretary's Certificate in the name and on behalf of the Company; (iii) Paul B. Prager, in
the name and on behalf of the Company, to (A) take any action, (B) deliver all such
further documents, receipts or other writings and (C) determine the signature, execution
and delivery dates of such documents, receipts, or other writings, that Paul B. Prager may
in his sole discretion deem necessary or appropriate to carry out, comply With and
effectuate the purposes of the Transactions, the foregoing resolutions and the transactions
contemplated thereby; and it is further
RESOLVED, that the authority of Paul B. Prager to execute and deliver
any of such documents and instruments, and to take any such other action, shall be
conclusively evidenced by their execution and delivery thereof or their taking thereof.
BICENT (CALIFORNIA) MALBURG LLC
WRITTEN CONSENT.
BY THE SOLE MEMBER
The undersigned, being the sole member (the "Member") of Bicent
(California) Malburg LLC, a Delaware Limited Liability Company (the "Company'),
hereby consents, pursuant to Section 18-.302 of the Limited Liability Company Act of the
State of Delaware, as amended, to the adoption of the resolutions attached hereto as
Exhibit A taking or authorizing the actions specified therein.
INWITNESS WHEREOF, these resolutions have been adopted as of
April 2008.
B�C��CLALIFORNIA) POWER LLC
Ilf
(f, VaBeo— f .7 Power LLC)
B
e: Pa4 gy
Title: PresiZ
DmH, US1:51949160
Exhibit A
Resolutions of The Sole Member
of Bicent (California) Malburiz LLC
WHEREAS, on October 8, 2007, Beowulf (Vernon) Power LLC, a
Delaware limited liability company ("Beowulf Vernon"), entered into a Purchase and
Sale Agreement attached hereto as Annex A (the "Original Purchase Agreement") with
the City of Vernon, California, a municipal corporation and a chartered city duly
organized and existing under and by virtue of the Constitution and laws of the State of
California and its Charter (the "City") for the purchase and sale of (i) that certain 134-
megawatt natural gas -fired generating facility known as the Malburg Generating Station
(the "Facility"); (ii) that certain I I -megawatt interest in the Southern California Public
Power Authority's ownership interest in the Palo Verde Nuclear Generating Station
through December 31, 2030 (the "Palo Verde Interest"); (iii) that certain 22-megawatt
entitlement to energy from the Hoover Uprating Project pursuant to a power Purchase
agreement with the Western Area Power Administration (the "Hoover Interest"); and (iv)
certain interests in transmission assets (the "Mead Transmission Interests");
WHEREAS, on October 29, 2007, Beowulf Vernon changed its name
from "Beowulf (Vernon) Power LLC" to "Bicent (California) Power LLC" ("Biggat
(CA) Powe ") by filing an amendment to its certificate of formation with the Secretary of
State in Delaware;
WHEREAS, the Company was formed on November 30, 2007 by filing a
certificate of formation with the Secretary of State in Delaware and Bicent (CA) Power
became the Company's sole member;
WHEREAS, on December 13, 2007, Bicent (CA) Power and the City
amended and restated the Original Purchase Agreement to terminate the obligation of
Bicent (CA) Power to purchase from the City the Mead Transmission Interests and the
Palo Verde Interest (the "A&R Purchase Agreemen ");
WHEREAS, on February 8, 2008, Bicent (CA) Power and the City further
amended the A&R Purchase Agreement, and as a part of such amendment, Bicent (CA)
Power assigned all of its rights to purchase the Facility Assets and the Miscellaneous
Assets (each as defined in the A&R Purchase Agreement) to the Company (the A&R
Purchase Agreement, as amended, the "Purchase Agreement" and the transactions
contemplated thereunder, the "Transactions");
WHEREAS, as contemplated by the Purchase Agreement and on the
closing date thereof, Bicent Malburg and the City will enter into: (i) a Power Purchase
Tolling Agreement, substantially in the forin of Exhibit 0 to the Purchase Agreement (the
"PPTA"), (ii) an assignment and assumption agreement with respect to the Facility,
substantially in the form of Exhibit K to the Purchase Agreement (the "A&A
Agreement"); (iii) an Interconnection and Transmission Service Agreement, substantially
in the forin of Exhibit H to the Purchase Agreement (the "ITSA"); (iv) a lease with the
City as lessor and the Company as lessee, substantially in the of Exhibit D to the
Purchase Agreement (the "Lease"); (v) a Subordination of Deed of Trust Agreement with
Doc#: USI:51949160
Exhibit A
the applicable lender(s), substantially in the form of Exhibit Q to the Purchase Agreement
(the "Subordination Agreement"); (vi) consents with the applicable lender(s) with respect
to the collateral assignment of certain rights and obligations to such applicable lender(s),
substantially in the form of Exhibit E- I and Exhibit E-2 to the Purchase Agreement (the
"Lender Consents"); and (vii) a Memorandum of Lease and Easements, substantially in
the forrn of Exhibit F to the Purchase Agreement (the "Memorandum of Lease and
Easements"; the PPTA, the A&A Agreement, the ITSA, the Lease, the Subordination
Agreement, the Lender Consents and the Memorandum of Lease and Easements,
collectively, the "Transaction Documents"; and
WHEREAS, the Member has determined that it is in the best interests of
the Company to execute and deliver the Transaction Documents and to complete the
Transactions:
I i Ratification and Approval.
RESOLVED, that the actions heretofore taken by Paul B. Prager with
respect to the Transactions be, and they hereby are, ratified and approved;
2. Other Transaction Documents.
RESOLVED, that the Transaction Documents be, and they hereby are,
adopted and approved;
RESOLVED, that Paul B. Prager be, and hereby is, authorized and
empowered, in the name and on behalf of the Company, to execute and deliver all
Transaction Documents, the execution and delivery thereof by Paul B. Prager to
constitute conclusive evidence thereof,
3. General Authorization.
RE SOLVED, that the Member of the Company hereby authorizes, directs
and empowers Paul B. Prager, in the name and on behalf of the Company, to (i) take any
action, (ii) deliver all such further documents, receipts or other writings and
(iii) determine the signature, execution and delivery dates of such documents, receipts, or
other writings, that Paul B. Prager may in his sole discretion deem necessary or.
appropriate to carry out, comply with and effectuate the purposes of the Transactions, the
foregoing resolutions and the transactions contemplated thereby; and it is further
RESOLVED, that the authority of Paul B. Prager to execute and deliver
any of such documents and instruments, and to take any such other action, shall be
conclusively evidenced by their execution and delivery thereof or their taking thereof.
Doell: USI:51949160
BICENT (CALIFORNIA) HOOVER LLC
WRITTEN CONSENT
BY THE SOLE MEMBER
The undersigned, being the sole member (the "Member") of Bicent
(California) Hoover LLC, a Delaware Limited Liability Company (the "Company'),
hereby consents, pursuant to Section 18-302 of the Limited Liability Company Act of the
State of Delaware, as amended, to the adoption of the resolutions attached hereto as
Exhibit A taking or authorizing the actions specified therein.
IN WITNESS WHEREOF, these resolutions have been adopted as of
April 2008.
Blc� Lr A, POWER LLC
)P
Beo Ve7 ower LLQ
By\
�u(YTitle: residoeger
Doc#: USI:5194915Y2
Exhibit.A
Resolutions of The Sole Member
of Bicent (California) Hoover LLC
WHEREAS, on October 8, 2007, Beowulf (Vernon) Power LLC, a
Delaware limited liability company ("Beowulf Vernon"), entered into a Purchase and
Sale Agreement attached hereto as Annex A (the "Original Purchase Agreement") with
the City of Vernon, California, a municipal corporation and a chartered city duly
organized and existing under and by virtue of the Constitution and laws of the State of
California and its Charter (the "Ciff') for the purchase and sale of (i) that certain 134-
megawatt natural gas -fired generating facility known as the Malburg Generating Station
(the "Facility'); (ii) that,certain 11 -megawatt interest in the Southern California Public
Power Authority's ownership interest in the Palo Verde Nuclear Generating Station
through December 31, 2030 (the "Palo Verde Interest"); (iii) that certain 22-megawatt
entitlement to energy from the Hoover Uprating Project pursuant to a power purchase
agreement with the Western Area Power Administration (the "Hoover Interest"); and (iv)
certain interests in transmission assets (the "Mead Transmission Interests");
WHEREAS, on October 29,2007, Beowulf Vernon changed its name
from "Beowulf (Vernon) Power LLC" to "Bicent (California) Power LLC" ("8icent
(CA) Power') by filing an amendment to its certificate of formation with the Secretary of
State in Delaware;
WHEREAS, the Company was fon-ned. on December 5, 2007 by filing a
certificate of formation with the Secretary of State in Delaware and Bicent (CA) Power
became the Company's sole member;
WHEREAS, on December 13, 2007, Bicent (CA) Power and the City
amended and restated the Original Purchase Agreement to terminate the obligation of
Bicent (CA) Power to purchase from the City the Mead Transmission Interests and the
Palo Verde Interest (the "A&R Purchase Agreement");
WHEREAS, on February 8, 2008, Bicent (CA) Power and the City further
amended the A&R Purchase Agreement, and as a part of such amendment, Bicent (CA)
Power assigned all of its rights to the economic benefits and burdens associated with the
Hoover Interest to the Company (the A&R Purchase Agreement, as amended, the
"Purchase Agreement" and the transactions contemplated thereunder, the
"Transactions");
WHEREAS, as contemplated by the Purchase Agreement and on the
closing date thereof, Bicent Hoover and the City will enter into: (i) a contract for
differences with respect to the Hoover Interest, substantially in the form of Exhibit A to
the Purchase Agreement (the "Hoover CFD"); and (ii) a Subordination of Deed of Trust
Agreement with the applicable lender(s), substantially in the form of Exhibit Q to the
Purchase Agreement (the "Subordination Agreement"; the Hoover CFD and the
Subordination Agreement, collectively, the "Transaction Documents"); and
Docn: USI:5194915v2
Exhibit A
WHEREAS, the Member has determined that it is in the best interests of
the Company to execute and deliver the Transaction Documents and to complete the
Transactions:
1. Ratification and Approval.
RESOLVED, that the actions heretofore taken by Paul B. Prager with
respect to the Transactions be, and they hereby are, ratified and approved;
2. Other Transaction Documents.
RESOLVED, that the Transaction Documents be, and they hereby are,
adopted and approved;
RESOLVED, that Paul B. Prager be, and hereby is, authorized and
empowered, in the name and on behalf of the Company, to execute and deliver all
Transaction Documents, the execution and delivery thereof by Paul B. Prager to
constitute conclusive evidence thereof-,
3. General Authorization.
RESOLVED, that the Member of the Company hereby authorizes, directs
and empowers Paul B. Prager, in the name and on behalf of the Company, to (i) take any
action, (ii) deliver all such further documents, receipts or other writings and
(iii) determine the signature, execution and delivery dates of such documents, receipts, or
other writings, that Paul B. Prager may in his sole discretion deem necessary or
appropriate to carry out, comply with and effectuate the purposes of the Transactions, the
foregoing resolutions and the transactions contemplated thereby; and it is further
RESOLVED, that the authority of Paul B. Prager to execute and deliver
any of such documents and instruments, and to take any such other action, shall be
conclusively evidenced by their execution and delivery thereof or their taking thereof.
Docg: US I 5194915v2
EXECU77ON VERSION
SECRETARY'S CERTIFICATE
OF
BICENT (CALIFORNIA) POWER LLC
This Certificate is delivered pursuant to Section 2.6(b)(I 6) of the
Amended and Restated Purchase and Sale Agreement (as amended, supplemented, or
otherwise modified, the "Purchase Agreement"), dated as of December 13, 2007, by and
among Bicent (California) Power LLC, a Delaware limited liability company (the
"Purchase "), and City of Vernon, a municipal corporation and a chartered city duly
organized and existing under and by virtue of the Constitution and laws of the State of
California and its Charter (the "Seller"). Capitalized terms used herein and not otherwise
defined herein shall have the respective meanings ascribed to them in the Purchase
Agreement.
The undersigned, Mila Kramme, being the Secretary of the Purchaser,
hereby certifies as follows:
(i) the Governing Documents of Purchaser delivered to Seller
pursuant to Section 2.6(b)(14), attached hereto as Exhibit A, are
true and complete and in full force and effect;
(ii) the resolutions (or other authorizations)of the board of directors
(or equivalent governing authority) of Purchaser delivered to Seller
pursuant to Section 2.6(b)(I 5), attached hereto as Exhi bit B, are
true and complete and in full force and effect, and
(iii) the officer(s) or rCpTesentative(s) of Purchaser executing and
delivering the Purchase Agreement, the Related Agreements, and
the other documents delivered by Purchaser in connection with the
Closing have been duly authorized to execute and deliver such
document on behalf of Purchaser.
[Signature PageFollows]
DocC US 1:51044080
IN WITNESS WHEREOF, the undersigned, acting solely in his or her
capacity as an officer of the Purchaser, has executed this Certificate in the name and on
behalf of the Purchaser this[6� day of 611k, 2008.
BICENT (CALIFORNIA) POWER LLC
By: 4-1
Name: Mila K-ramme
Title: Secretary
[Signature Page to Purchaser Secretary's Certificate]
EXHIBIT A
GOVERNING DOCUMENTS
[SEE TABS 28 - 30]
EXHIBIT B
WRITTEN CONSENT BY THE SOLE MEMBER
[SEE TAB 321
EXECUTION VERSION
SECRETARY'S CERTIMCATE
OF
BICENT (CALEFORNIA) MALBURG LLC
This Certificate is delivered by Bicent (California) Malburg LLC (the
"Company") pursuant to Section 2.6(b)(16) of the Amended and Restated Purchase and
Sale Agreement (as an-&nded, supplemented, or otherwise modified, the 'Turchase
Agreement"), dated as of December 13, 2007, by and among Bicent (California) Power
LLC, a Delaware limited liability company (the "Purchaser"), and City of Vernon, a
municipal corporation and a chartered city duly organized and existing under and by
virtue of the Constitution and laws of the State of California and its Charter (the
,"Selle '), as amended pursuant to the First Amendment to Arriended and Restated
Purchase and Sale Agreement, dated as of February 8, 2008, by and among the Purchaser,
the Seller, the Company, and Bicent (California) Hoover LLC ('SCH"), whereby
Purchaser assigned its rights to purchase the FacilityAssets and the Miscellaneous Assets
as defined in the Purchase Agreement to the Company. Capitalized terms used herein
and not otherwise defined herein shall have the respective meanings ascribed to them in
the Purchase Agreement.
The undersigned, Mila Kramme, being the Secretary of the Company,
hereby certifies as fol-lows:
(i) the Governing Documents of the Company delivered to Scuer
pursuant to Section 2.6(b)(14), attached hereto as Exhibit A, are
true and complete and in full force and effect;
(ii) the resolutions (or other authorizations) of the board of directors
(or equivalent governing authority) of the Company delivered to
Sel-ler pursuant to Section 2.6(b)(15), attached hereto as Exhibit B,
are true and complete and in full force and effect, and
(iii) the officer(s) or representative(s) of the Company executing and
delivering the Purchase Agreement, the Related Agreements, and
the other documents delivered by the Company in connection with
the Closing have been duly authorized to execute and dehver such
docurneDt on behalf of the Company.
[Signature Page FoUows]
DoAUSI:3197957�4
IN WITNESS WHERE -OF, the undersigned, acting solely in his or her
capacity as an officer of the Company, has executed this Certificate in the name and on
behalf of the Company this 0ANday of April, 2008.
BICENT (CALIFORNIA) MALBURG LLC
By
Name: Mila Kramme
Title: Secretary
(Signature Page to Malburg Secretary's Certificate]
EXHIBIT A
GOVERNING DOCUMENTS
[SEE TABS 28 - 301
EXHIBIT B
WRITTEN CONSENT BY THE SOLE MEMBER
[SEE TAB 321
EXECUTION VERSION
SECRETARY'S CERTIFICATE
OF
BICENT (CALIFORNIA) HOOVER LLC
This Certificate is delivered by Bicent (California) Hoover LLC (the
"Company") pursuant to Section 2.6(b)(16) of the Amended and Restated Purchase and
Sale Agreement (as amended, supplemented, or otherwise modified, the "Purchase
Agreement"), dated as of December 13, 2007� by and among Bicent (California) Power
LLC, a Delaware limited liability company (the "Purchaser"), and City of Vernon, a
municipal corporation and a chartered city duly organized and existing under and by
virtue of the Constitution and laws of the State of California and its Charter (the
"aKj!g"), as amended pursuant to the First Amendment to Amended and Restated
Purchase and Sale Agreement, dated as of February 8, 2008, by and among the Purchaser,
the Seller, the Company and Bicent (California) Malburg LLC ("aCNT'), whereby,
among other things, Purchaser assigned its rights to purchase the Hoover Interest as
defined in the Purchase Agreement to the Company. Capitalized terms used herein and
not otherwise defined herein shall have the respective meanings ascribed to them in the
Purchase Agreement.
.The undersigned, Mila Krarnme, being the Secretary of the Company,
hereby certifies as follows:
(i) the Governing Documents of the Company delivered to Seller
pursuant to Section 2.6(b)( 14), attached hereto as Exhibit A, are
true and complete and in full force and effect;
(i i) the resolutions (or other authorizations) of the board of directors
(or equivalent governing authority) of the Company delivered to
Seller pursuant to Section 2.6(b)(15), attached hereto as Exhibit B.,
are true and complete and in full force and effect, and
(iii) the officer(s) or representative(s) of the Company executing and
delivering the Purchase Agreement, the Related Agreements, and
the other documents delivered by the Company in connection with
the Closing have been duly authorized to execute and deliver such
document on behalf of the Company.
[Signature Page Follows]
D.0 USI:519796113
IN WITNESS WHEREOF, the undersigned, acting solely in his or her
capacity as an officer of the Company, has executed this Certificate in the name and on
behalf of the Company this (0\day of April, 2008.
BICENT (CALIFORNIA) HOOVER LLC
By:
Name: Mila Kramme
Title: Secretary
[Signature �age to Hoover Secretary's Certificate]
EXHIBIT A
GOVERNING DOCUMENTS
[SEE TABS 28 - 301
EXHIBIT B
WRITTEN CONSENT BY THE SOLE MEMBER
[SEE TAB 321
EXHIBIT 33
First American Title rnsurance Company National Commercial Services
550 S, Hope Street, Suite 1950, ios Angeles, CA 90071
(213)271-1700 Fax -
To: First American Title Insurance Company National File No.: NCS-272857-LA2 ([a)
Commercial Services Date: April 07, 2008
Liz Aguilar, Escrow Officer
Re: 2715 East 50th Street, Vernon, CA ("Property")
Seller: CITY OF VERNON
1099-S INPUT FORM for IRS Reporting
Why is this form required? Seller(s) of real property are required by law to provide the real estate reporting entity with your correct Social
Security/Taxpayer Identification Number ("SSN/11N"). Ry not providing your real estate reporting entity with your correct SSN[TIN, you may be subject to civil
or criminal penalties imposed by law under the Tax Reform Act of 1986 under Internal Revenue (IRS) Code Section 6045(E), 6676, 6722, 6723 and 7203.
Each Seller must complete a separate 1099-S Input Form. Domestic corporations are exempt from reporting.
Husband and wife who file a joint tax return should c9implete only one 1099-S Input Form with one social security number,
OR
1915'rj- 610 1010 18 0
Name/Entity (for IRS Reporting of SSN or TIN) City of Vernon
Forwarding Street Address (after closing): 4305 Santa Fe
City Vernon State CA Zip Code 90058 Country USA
1. What is your percentage or amount of ownership/sales price in the property?
0.100% 0 Other %-or $_ (if other than 100% - �ee guestion #2 to name other owners)
2. If your answer to question #1 is not 10001Q you must provide the Name/Entlty for IRS Reporting of other owners and their Ownership
Percentage or Amount.
Name/Entity for reporting Ownership % or-$
Name/Entity for reporting Ownership % or $
Name/Entity for reporting Ownership % or $
Under penalties ofp r y that the above information is correct.
f
e
Your Signatur
tor y
Jeff i on, ty Attorney
PtF4_1;FNoTF TRAT lngg-.-;ItVPIITFn,7MqAfllqTRF.ql]RMrrrFnFn)7 All qrIllrRIC
I Change
No. of 1099-S oms
Is Narne/Entlty Party a'Non-Record'seller? I
Is Property part of an Exchange?
I Void
required for this Ole?
I Delete
Type is: I H1W or IndlMdual I Trust)`Buslness
YES NO
Add
P,
Buyer's Part of Real Estate Tax Actual SeWe.ent Date
)Change
��nlr��ales
$
I s
I Delete
Region: National Commercial Services Division FAST Office: 185 (2182) (la)
YEAR
CALIFORNIA FORM
2008 Real Estate Withholding Certificate 593-C
Part I — Seller's Information Return this form to your escrow company
Name (including spouso/RDP. It jointly owned - see Instructions - type or print)
0SSNorITIN OFEIN EIGACorpno.
CITY OF VERNON
9 5 6 0 0 0 8 0 8
Address (including suit., room. P8 Box, or P6 no.)'
SPouse's/RDPs SSN or ITIN (if jointly owned)
4305 SANTA FE
city
State Zk.d.'
Ownership'Percontage
VERNON
CA 9 0 0 5 8—
100.00 %
Property address (if no street address, provide p�rco; nurbe'r =d c�ounty')
2715 E. 50TH STREET, VERNON, CA 90058
. I I I I I . I � I I
Read the following and check the appropriate boxes. (See line -by-line notes in the instructions).
Part 11 — Certifications which fully exempt the sale from withholding:
YES NO
1. Does the property qualify as the seller's (or decedent's, if being sold by the decedent's estate) principal residence within the meaning
of Internal Revenue Code (IRC) Section 121? .............................................................................
El V1
2. Did the seller (or decedent. if being sold by the decedent's estate) last use the property as the seller's (decedent's) principal residence
within the meaning of IRC Section 121 without regard to the two-year time period? ...............................................
El
3. Will the seller have a loss or zero gain for California income tax purposes on this sale? (To check YES, you must complete
Form 593-E, Real Estate Withholding — Computation of Estimated Gain or Loss, and have a loss or zero gain on line 16) ..................
El 0
4. Is the property being compulsorily or involuntarily converted and does the seller intend to acquire property that is similar or
related in service or use to qualify for nonrecognition of gain for California income tax purposes under IRC Section 1033? ........ ........
11 0
5. Will the transfer qualify for nonrecognition treatment under IRC Section 351 (transfer to a corporation controlled by the
transferor) or IRC Section 721 (contribution to a partnership in exchange for a partnership interest)? .................................
El V1
6. Is the seller a corporation (or an LLC classified as a corporation for federal and California income tax purposes) that is either
qualified through the California Secretary of State or has a permanent place of business in California? .................................
V El
7. Is the seller a partnership (or an LLC that is classified as a partnership for federal and California income tax purposes and is
not a disregarded single. member LLC) With recorded title to the property in the name of the partnership or LLC?
(It yes, the partnership or LLC must withhold on nonresident partners or members as required) ................. ....................
El
8. Is the seller a tax-exempt entity under either California or federal law? .................................. I ..... I ..................
0 El
9. Is the seller an Insurance company, individual retirement account, qualified pension/profit sharing plan, or charitable
remaindertrust? .................... ............................................................... ..............
El VI
Part III — Certifications that may partially or fully exempt the sale from withholding:
Real Estate Escrow Person: See instructions for amounts to withhold.
10. Will the transfer qualify as a simultaneous like -kind exchange within the meaning of IRC Section 1031? ................................ El El
11 . Will the transfer qualify as a deferred like -kind exchange within the meaning of IRC Section 1031 ? .................................... El El
12. Will the transfer of this property be an installment sale that you will report as such for California tax purposes and has the
buyer agreed to withhold on each principal payment instead of withholding the full amount at the time of transfer? ....................... El 0
Part IV — Seller's Signature
Under penalties of perjury, I hereby certify that the information provided above is, to the best of my knowledge, true and correct. If conditions change, I will
promptly inform the withholding agent. I understand that the Franchise Tax Board may review relevan�tes w documents to ensure withholding compliance
row nocum
and that completing this form does not exempt me from filing a California income or franchi e o report this sale.
City of Vernon, Jeff Harrison , k
Seller's Name and Title Seller's Signa Ifi I — Date I A 0 /01�
Spouse'sIRDP's Name City Attorney Spouse's/RDPs Signatym— Date
Please verily that the SSM or ITIN listed above in Part I of this form is correct.
Seller: It you checked YES to any question in Part 11, you are exempt from real estate withholding.
If you checked YES to any question in Part 111, you may qualify for a parlialor complete withholding exemption.
If you checked NO to all of the questions in Part 11 and Part 111, the withholding will be 31/3% (.0333) of the total sales price or the optional gain on
sale withholding amount certified by seller on Form 593.
If you are withheld upon, the withholding agent should give you one copy of Form 593, Real Estate Withholding Tax Statement. Attach a copy to the
lower front of your California income tax return and make a copy for your records.
You should keep Form 593-C for five years following the close of the transaction. You must furnish the form to the FTB upon request.
For Privacy Notice, got form FTB 1131
1 7131083 F_
Form 593-C C2 2007
GAP INDEMNITY AGREEMENT
Date: 4-7-08 Order No.: 272857
WHEREAS, First American Title Insurance Company (the "Company") is about to issue its title insurance policy or
policies upon the parcel of real estate (the "Premises") described in title insurance commitment no. NCS-272857
dated Aiya. toaoo-K
I
AND WHEREAS, the Company has been requested to issue such policy or policies (or "marked -up" commitment
therefore) prior to the recording of the deed, mortgage or other instruments to be insured;
NOW THEREFORE, in consideration of the issuance of said title insurance policy or policies and other good and
valuable consideration, the undersigned covenants and agrees as follows:
As an inducement to the Company to insure over any matters attaching or created during the "gap" in time
between the last continuation of title and the recording of the deed, mortgage, or other such instrument with
respect to the Premises, the undersigned shall (1) promptly remove of record any matters filed of record during
said gap period, and (2) hold harmless and indemnify the Company or any loss, cost expense, claim or damage,
including without limitation reasonable attorneys fees, arising with respect to any such matters.
THE UNDERSIGNED EXECUTES THIS AGREEMENT BECAUSE OF THE BENEFITS DIRECTLY AND INDIRECTLY
ACCRUING TO IT BY REASON OF THE ISSUANCE OF SAID POLICY OR POLICIES.
IN WITNESS WHEREOF, this instrument has been executed as of A 2008
By:
Jeff is n
1V I : V
City OrD
Miriam H. Brown / on / 01/31/2006 1 NCS- 176056-LA2/ 185 Page 1 of I
LA\1844947A
NONFOREIGN TRANSFEROR DECLARATION
Section 1445 of the Internal Revenue Code provides that a transferee of a U.S. real
property interest must withhold tax if the transferor is a foreign person. To inform Bicent
(California) Malburg LLC, a Delaware limited liability company ("Transferee"), the transferee of
the real property"being transferred pursuant to that c.ertain.Amended and Restated Purchase and
Sale i Agreement dated December 13, 2007, by and between Transferee and the City of Vernon, a
murucipal corporation and a chartered city duly organized and existing under and by virtue of the
Constitution and laws of the State of California and its Charter ("Transferor"), that withholding
of tax is not required upon the disposition of the above -referenced real property by the
Transferor, the undersigned hereby declares the following on behalf of Transferor:
1. 1 am the City Attorney of Transferor, and I have the authority to execute this
declaration on behalf of Transferor.
12. Transferor is not a foreign person (as those terms are defined in the Internal Revenue
Code and Income Tax Regulations).
3. Transferor's U. S. employer identification number is 95-6000808
Transferor's office address is 4305 Santa Fe Avenue, Vernon, CA 90058.
5. Transferor understands that t1iis declaration may be disclosed to the Internal Revenue
Service by Transferee and that any false statement contained herein could be punished by fine,
imprisonment, or both.
I declare.under penalty of peijury that I have examined this declaration, and to the best of
my knowledge and belief it is true, correct and complete.
Executed this 7th day of April, 2008, at the Transferor's office address listed above.
*Jef. a:rr
Ci orne
Title Order No.: NCS-272857-LA2
OWNER'S DECLARATION
THE UNDERSIGNED OWNER OF THE PROPERTY DESCRIBED'IN TfIE
PRELIMINARY REPORT OR COMMITMENT FOR TITLE INSURANCE ISSUED
UNDER THE ABOVE -REFERENCED ORDER NUMBER, STATES THAT TO THE
BEST OF ITS KNOVVLEDGE THERE ARE, NO LIENS OR RIGHTS TO LIENS UPON
SAID PROPERTY FOR LABOR, SERVICES AND MATERIALS FOR WORK
CONTRACTED FOR AND COMPLETED BY THE OWNER, THE UNDERSIGNED,.
OR ANY SUBTENANT, WITHN THE LAST NINETY (90) DAYS OR WHICH IS
NOW IN PROGRESS EXCEPT:*
Nonc
THE UNDERSIGNED OWNER HEREBY STATES TO THE BEST OF ITS
KNOWLEDGE THAT THERE ARE NO UNRECORDED LEASES OR
AGREEMENTS, TO WIIICH IT IS A PARTY, AFFECTING. SAID PROPERTY AND
TI-IAT, TO THE REST OF ITS KNOWLEDGE, THERE IS NO ONE IN POSSESSION
OR ENTITLED TO POSSESSION OF SAID PROPERTY OTHER THAN TfIE'
OWNER, EXCEPT:**
C-
THE UNDERSIGNED OWNER HEREBY STATES TO THE BEST OF ITS
KNOWLEDGE THAT NONE OF THE LEASES ON THE PROPERTY, IF ANY ARE
DISCLOSED ABOVE, CONTAIN RIGHTS OF FIRST REFUSAL OR OPTIONS TO
PURCHASE ALL OR ANY PART OF SAID PROPERTY.
THIS DECLARATION IS MADE IN CONNECTION WITH THE REQUEST
TO FIRST AMERICAN TITLE INSURANCE COMPANY TO ISSUE ITS POLICY
OR POLICIES OF TITLE INSURANCE WITH RESPECT TO THE ABOVE -
REFERENCED ORDER NUMBER.
[Signatures begin on the following page]
Dated: kpfl� OWNER:
The City of Vernon
By:
Name:--Etjc
Title:, Cj4j rA
L
*IF NONE, STATE "NONE"
**EF NONE, STATE "NONE"
OR LIST TENANTS, OR ATTACH
RENT ROLL AND STATE -
"SEE ATTACHED RENT ROLL"
0�
COMMERCIAL OWNER'S AFFIDAVIT
NCS File No.: 272857 Site: Vernon Power Plant
State of California
:ss
County of Los Angeles
The Undersigned first being duly sworn, deposes and says:
1. That they are the owner, of certain real property "Property" described in that certain
Commitment or Preliminary Report referenced above.
2. That there have been no construcdon, repairs, alterations, improvements made, ordered or
contracted to be made on or to the Property, nor materials ordered within the last 6 months
(or 4 months after completion of work) which have not been paid for, nor are there any
fixtures attached to the Property which have not been paid for in full; and there are no
outstanding or disputed claims for any such work or item, except:
That the work of improvement, if any:
Started on
Was completed on
Will be completed on
3. That there has been no work done, nor notice received that work is to be done by the
municipality (city, borough, or township), or at its direction, including but not limited to the
installation of water or sewer lines, or for improvements such as paving or repaving of streets
or alleys, or the installation of curbs or sidewalks.
4. That there are no unrecorded leases or agreements affecting the Propertyf and there is no one
in possession of or that has access to the Property, other than:
[XI the undersigned
tenants based on month -to month rental agreements
lessees based on existing leases, see rental schedule which is attached
hereto**
[ ] none or N/A
5. That there are no rights of first refusal or options to purchase all or any part of the Property
except:
(enter "none" or N/A if such is true)
6. That there are no unpaid real estate taxes or assessments except as shown on the current tax
roll. That the undersigned has not received any supplemental tax bill which is unpaid.
Master Commercial Owners Affidavit. 1-30-06 NCS-LA2
LAN1844950.1
Page 2
Commercial Owner's Affidavit
7. That no actions in bankruptcy have been filed by or against the corporation in any federal court
or any other court of competent jurisdiction.
8. That there are no matters pending against the Affiant that could give rise to a lien that would
attach to the property between the most recent effective date of the title commitment and the
recording of the interest to be insuredf and that the Affiant has not and will not execute any
instrument that would adversely affect the title or interest to be insured.
9. That this affidavit is given for the purpose of inducing First American Title Insura!icg Qompan
andlor its agent to issue. its.policies of titleinsurance which may:provide coverage as to the
matters listed above. The undersigned acknowledge that they have read the foregoing and
fully understand the legal aspects of any misrepresentation and/or untrue statements made
herein and indemnify and hold harmless FIRST AMERICAN TITLE INSURANCE COMPANY
against liability occasioned by reason of reliance upon the statements made herein.
Dated: ir 1 2008
That he/she/they is/are the person(s) signing the above document, that he/she/they have read
the samewqd know(s) the contents thereof, and that the acts stated therein are true.
Wa tso n
City Attorney
(Signature and title of affiant)
SubscribFd and sworn to (or affirmed) before me on this JUDITH A. LEHR
day of
COMmIssion # 164613"85
Notaq Public - Collfornia
parsonally known-tGmf,� proved to me on the basis Los Angeles CountV
of satisfactoty evidence to be the person(�) who appeared WCOMM. F*b 19,201
before me.
(SEAL)
If
(N tary signature)
Affiants, please remember to attach copies of rent rolls and/or leases**
Master Commerrial Owners Affidavit. 1-30-06 NCS-LA2
LA\1844950.1
RECEIPT
Reference is made to that certain Amended and Restated Purchase and Sale Agreement,
dated as of December 13, 2007 (the "Purchase and Sale Agreement"), by and between the City of
Vernon, a municipal corporation and a chartered city duly organized and existing under and by
virtue of the Constitution and laws of the State of California and Bicent (California)
Power LLC, a Delaware limited liability company ("Rqrchaser"), as amended by that certain
First Amendment to Amended and Restated Purchase Agreement, dated as of February 8, 2008,
by and among Seller, Purchaser, Bicent (California) Malburg LLC, a Delaware limited liability
company ("Malburg") and Bicent (California) Hoover LLC, a Delaware limited liability
company, pursuant to which, among other things, Purchaser assigned its fights to purchase the
Facility Assets and Miscellaneous Assets as defined in the Purchase Agreement to the Company.
In accordance with Section 2.6(b)(I 2) of the Purchase and Sale Agreement, Malburg
hereby acknowledges and confirms delivery and possession of all of the Assets set forth in
Section 2.1 of the Purchase and Sale Agreement pursuant to the terms and conditions set forth
therein.
B!15CYNT,,(CALIFORNIA) MALBURG LLC
By.
N
Title: President
UCC FINANCING STATEMENT
FOLLOW INSTRUCTIONS Vwnl and back) CAREFULLY
Aa NAME & PHONE OF CONTACT AT FILER fopkmall.
13. 5tNU ACKNOWLEDGMENT TO: (NaamI w1d Addrfts)
FLATHAM & WATKIN'S LLP
633 W STH ST, STE 4000
LOS ANGELES, CA 9W71-2DO7
Attn: DEBORAH TAYLOP, SR. PARALEGAL
L
I - DE BTOR'S ExAc-r FULL LEGAL NAME - v1 c,* debj� � (I
0
icL
THE
DELAWARE DEPARTMENT OF STATE
U. C. C. FILING SECTION
FILED 05:43 PH 0411612008
IN17TAL FILIM # 2008 1338068
SRV. 080441177
*E IS FOR FILING OFFICE USE ONLY
11 OROAN) TIONSNAME
BICENT (CALIFORNIA) MALIBURG LLC
R 'I b. LUDrVIDUAL'S LAZIT NAMV—
MIDDLE NAME
SUFFIX
MAILM ADDRESS
130 North Washington Street
CITY
STATE POSTAL CODE
COUNTRY
Easton
MID 21601-
USA
SEE I N3 ADM Iwo I.. PI!
OIW�ATION
ILJUMSOW"OPOR rZATION
19.0RCIANIZATIONAL1003"
CR7
3 ORGANIZATION'S
"'
City of Vernon
OR
-U
3b. IN fVtVU NAA%
FIRST kAME
I DLE
SUFFIX
J..UAXNG
RESA8
4305 Santa Fe Avenue. afln: City Attorney
STA e
TAL CODE
COUNTRY
Vernon
CA
90058
USA
4� ThIa FINANCING STATEMENT tw MV,&V W
The types of UCC Collateral and Mortgaged Property Collateral covered by this fneincing statement are more particularly described on
Exhibit A. regarding the real property described on Schedule I and Schedule 11, attached hereto and made a part hereof by this
reference.
5. ALTERHAVVE DESIGNATION �.I,0 ONStGNEMONSIONOR L,-ISAILEEMAILOR, USELLERiUUYER -7---
- 4[AILMENT t;;�ULES3EKESSOR I � LIEN
STATE RECORDS &Uvh A I— M
dglnd 16DOITIONAL FFF1
S. OPTIONAL. FILER REFERENCE DATA
037484-MI2 File in DE
FILING OFFICE COPY - UCC FINANCING STATEMENT (FORM UCC1) (REV. 05r2=2)
DEBTOR: BICENT (CALIFORNIA) MALBURG LLC
SECURED PARTY: CITY OF VERNON
EXHIBIT A - DESCRIP
TION OF C �LLATBP-AL
(continued from Section 4)
The collateral described in herein is all of the Debtor's estate, right, title, interest,
property, claim and demand, now or hereafter arising, in and to the following property and rights
(herein collectively called the "_Mortgned Property-):
(a) Debtor's interest under the Ground Lease and the leasehold estate created
thereby in and to the lands and premises more particularly described in Schedule I hereto
(the "Site") but excepting the casement reserved by the Secured Party under the Ground
Lease in t he property more particularly described in achedule 11;
(b) any and all easements, leases, licenses, option rights, rights -of -way and
other rights used in connection with the Site or as a means of access thereto (including,
without limitation, solely after an Event of Default, all rights of Debtor to exercise any
election or option, to make any determination or to give any notice, consent, waiver or
approval, or to take any other action under the Ground Lease, but expressly reserving
unto Debtor, prior to any Event of Default, A rights to exercise any election or option, to
make any determination or to give any notice, consent, waiver or approval, or to take any
other action under the Ground Lease that, in each case, does not violate an expres's
prohibition set forth in the Secured Obligation Provisions), all easements for ingress d
egress and easements for water, transmission lines, telephone lines, natural gas aand
sewage pipelines, and all other such rights running in favor of Debtor or appurtenant to
the Site (or arising under the Ground Lease), and any and all sidewalks, alleys, strips and
gores of land adjacent thereto or used in connection therewith, together with all and
singular (be tenements, hereditaments and appurtenances thereto, and with any land lying
within the right-of-way of any streets, open or Proposed, adjoining the same (including,
without limitation, the easements, leases, licenses and other instruments described in the
Deed of Trust) (collectively, the "Eqsements"; and the Site and the Easements
collectively referred to herein as the "Real PropeM,,);
(C) all buildings, structures, fixtures and other improvements now or hereafter
erected on the Real Property, including the Project and the Facility (as hereinafter
defined) (collectively, the "Improvements");
(d) all machinery, apparatus, equipment, fittings, fixtures, boilers, turbines
and other articles of personal property, including all goods and all goods which become
fixtures, now owned or hereafter acquired by Debtor and now or hereafter located on,
attached to or used in the operation of or in connection with the Real Property and/or the
Improvements, and all replacements thereof, additions thereto and substitutions therefor,
to the fullest extent permitted by applicable law (all of the foregoing being hereinafter
collectively called the "EUqjWnent,,);
LA%1845527,1
(e) all inventory, raw materials, works in process and other materials used or
consumed in the construction, operation or maintenance of, or now or hereafter located
on or used in connection with, the Real Property, the Improvements and/or the
Equipment, including, without limitation, fuel and fuel deposits, now or hereafter located
on the Real Property or elsewhere or otherwise owned by Debtor (the above items,
together with the Equipment, being hereinafter collectively called the "Tangible
Collateral");
I M all rights, powers, privileges and other benefits of Debtor (to the extent
assignable) now or hereafter obtained by Debtor under the Ground Lease (but expressly
reserving unto Debtor, prior to any Event of Default, all rights to exercise any election or
option, to make any determination or to give any notice, consent, waiver or approval, or
to take any other action under the Ground Lease that, in each case, does not violate an
express prohibition set forth in the Secured Obligation Provisions) and/or from any
Governmental Authority, including, without limitation, permits issued in the name of
Debtor and governmental actions relating to (i) the ownership, operation, management
and use of the Real Property, Improvements, Equipment or Tangible Collateral, (ii) the
development and financing of the Project, the Improvements and the� Equipment, and
(iii) any improvements, modifications or additions thereto;
(9) any right of Debtor to elect to terminate the Ground Lease or remain in
possession of the Real Property and/or Improvements pursuant to I I U.S.0 section
365(h) or any similar provision of applicable law and any Possessory rights of Debtor in
the Real Property and/or Improvements pursuant to I I U.S.C. section 365(h) or any other
similar provision of applicable law-, and all righ� title and interest of Debtor in, to and
under the PPTA;
(h) all thelands and interests in lands, tenements and hereditaments' hereafter
acquired by Debtor in connection with or appurtenant to the Real Property and/or any
other property or rights subject to the lien hereof, including (without limitation) all
inteiests of Debtor, whether as lessor or lessee, in any leases of land hereafter made and
all rights of Debtor thereunder;
(i) any and all other property and interests in any way associated or used in
connection with or appurtenant to the Real Property, Improvements, Equipment or
Tangible Collateral that may from time to time be acquired by Debtor or be subjected to
the lien hereof by Debtor or by anyone on its behalf or with its consent, or which may
come into the possession or be subject to the control of Trustee, as defined in the Deed of
Trust, or Secured Party pursuant to the Deed of Trust, being hereby collaterally assigned
to Secured Party (or in the case of Rents, directly assigned pursuant to Section 2.2 of the
Deed of Trust) and subjected or added to the lien or estate created by the Deed of Trust
forthwith upon the acquisition thereof by Debtor, as fully as if such property were now
owned by Debtor and were specifically described in the Deed of Trust and subjected to
the lien and' security interest hereof; and each of Trustee and Secured Party is hereby
authorized to receive any and all such Property and interests as and for additional security
hereunder; and
LAU845527.1
0) all the remainder or remainders, reversion or reversions, and, to the extent
arising after an Event of Default, rents, revenues, issues, profits, royalties, income and
other benefits derived from any of the foregoing, all of which are hereby assigned to
Secured Party, who is hereby authorized, after an Event of Default, to collect and receive
the same, to give proper receipts and acquittances therefor and to, apply the same in
accordance with the provisions of the Deed of Trust;
mvida howevqr, that, in each case, notwithstanding the foregoing, in no event shall
"Mortgaged Property" include any Excluded Mortgaged Property (as hereinafter
defined).
Additionally, this document reports a security agreement between the Debtor and
Secured Party covering the Mortgaged Property constituting personal property or fixtures
(hereinafter collectively called "_VQC CQUatcrAl") governed by the UCC, as the same may be
more specifically set forth in any financing statement delivered in connection with the Deed of
Trust, and as further security for the payment and performance of the Secured Obligations,
Debtor has granted to Secured Party a security interest in such portion of the Mortgaged Property
that constitutes UCC Collateral to the full extent that such UCC Collateral may be subject to the
Ucc.
Definitions:
"Event ot Default" means an "Event of Default" (as defined in the PPTA) with respect to
the "Seller" (as defined in the PPTA) under the PPTA.
"Excluded Mortgaged Property" means (i) with respect to any real property, any lease,
license, permit, franchise, power, authority or right if, to the extent that and for so long as the
grant of a lien and security interest under the Deed of Trust constitutes or would result in the
abandonment, invalidation or unenforceability of such lease, license, permit, franchise, power,
authority or right or the termination of or a default under the instrument or agreement by which
such lease, license, permit, franchise, power, authority or right is governed; provided, that such
le-ase, license, permit, firanchise, power, authority or right will be an Excluded Mortgaged
Property only to the extent and for so long as the condition set forth above is and remains
satisfied and, to the extent such property otherwise constitute Mortgaged Property, will cease to
be an Excluded Mortgaged Property, and will become subject to the lien and security interests
granted to the Secured Party under the Deed of Trust, except as,such proceeds are applied and
used in the ordinary course of business and in accordance with the Secured Obligation
Provisions, and (ii) prior to any Ewnt of Default, all rights to exercise any election or option, to
make any determination or to give any notice, consent, waiver or approval, or to take any other
action under the Ground Lease that, in each case, does not violate an express prohibition set forth
in the Secured Obligation Provisions.
"Facility" means various existing permits, equipment, leasehold interests and certain
other assets associated with the maintenance, operation and repair of a combined cycle, natural
gas -fired, electric power plant facility in the City of Vernon, California, owned by the Debtor
(the "Fagility").
LAU845327_1
"Facility Site" means the land described on Schedule I attached hereto.
"Governmental Authority" means any federal, state, municipal, national or other
government, governmental department, conunission, board, bureau, c'ow, agency or
instrumentality or political subdivision thereof or any entity or officer exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining to any government or
any court, in each case whether associated with a state of the United States, the United States, or
a foreign entity or government.
"Ground Lease" means that certain Lease and Grant of Easements, dated as of the date of
the Deed of Trust,'a memorandum of which has been recorded in the Los Angeles County
Recorder's Office, pursuant to which Debtor, as Lessee, agreed to lease the Facility Site from
Secured Party, as Lessor, and Lessor agreed to lease the Facility Site to Lessee.
"PPTA" means that certain Power Purchase Tolling Agreement, dated as of the date of
the Deed of Trust, pursuant to which the Debtor will sell the Secured Party unit -specific capacity
and energy generated from the Facility.
"Project" means that certain 134 MW (approximately) power generating Facility located
in the City of Vernon, California, commonly known as the Malburg Generation Station.
"Secured Obligations" means that the Debtor shall pay, perform, observe and comply
with each and every provision in the Deed of Trust, and 'Aith each and every provision applicable
to Secured Party in the PPTA.
hereto. "Site" means the lands and premises more particularly descr�bcd on Schedule I attached
"UCC" means the Uniform Commercial Code as in effect from time to time in the State
of California.
Capitalized terms used herein not otherwise defined herein shall have the meanings ascribed
thereto in the Deed of Trust. 'Leasehold Deed of Trust, Assignment of Rents, Security Agreement
and Fixture Filing, by Debtor and Secured party, among others, dated on or about the date of this
financing statement and filed in the County of Los Angeles, Calif6mia (the "Deed of Trust").
LAXI 845521.1
LAU 845527.1
ri
A PORTION OF LOT 7, TRACT NUMBER 64,52 IN THE CITY OF VERNON. COUNTY OF LOS
ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 94 PAGES 77 AND 78
OF MAPS. RECORDS OF SAID COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT THE MOST NORTHERLY CORNER OF SAID LOT 7, SAID CORNER ALSO BEING
THE BEGINNING OF A CURVE CONCAVE NORTHEASTERLY HAVING A RADIUS OF 367.83
FEET, A RADIAL LINE PASSING THROUGH SAID CORNER BEAR SOUTH 58*03'33 WEST;
THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 59*37'38"
AN ARC DISTANCE OF 382.79 FEET; THENCE NORTH 88*25'55" EAST 323.79 FEET ALONG
THE NORTHERLY LINE OF SAID LOT 7 TO A POINT ON THE SOUTHERLY LINE OF A PORTION
DEEDED FOR THE WIDENING OF THE LOS ANGELES JUNCTION RAILROAD RIGHT-OF-WAY AS
SHOWN ON LOS ANGELES COUNTY FIELD MAP NUMBER 10287 PAGE A3. 'RECORDS OF SAID
COUNT, SAID POINT ALSO BEING THE BEGINNING OF A CURVE CONCAVE SOUTHERLY
HAVING A RADIUS OF 906.21 FEET: THENCE EASTERLY ALONG SAID CURVE THROUGH A
CENTRAL ANGLE OF 4*45'51" AN ARC DISTANCE OF 75.35 FEET TO THE BEGINNING OF A
COMPOUND CURVE HAVING A RADIUS OF 294.44 FEET; THENCE EASTERLY ALONG SAID
CURVE THROUGH A CENTRAL ANGLE OF 13*28'39* AN ARC DISTANCE OF 69.26 FEET TO A
POINT ON THE EASTERLY LINE OF A PORTION DEEDED FOR THE WIDENING OF SOTO STREET
AS SHOWN ON SAID LOS ANGELES COUNTY FIELD MAP; THENCE SOUTH 1*37'37" EAST
186.27 FEET ALONG SAID EASTERLY LINE, THENCE SOUTH 88*10*26" WEST 33.20 FEET;
THENCE NORTH 01'49'34' WEST 6.00 FEET, THENCE SOUTH 88'10'26" WEST 6.00 FEET;
THENCE SOUTH 01'49'34" EAST 6.00 FEET; THENCE SOUTH 88*10'26" WEST 439.07 FEET;
THENCE NORTH 01'27*57" WEST 115.24 FEET; THENCE SOUTH 89*10'17" WEST 193.60 FEET;
THENCE NORTH 02'51'27' WEST 42.65 FEET; THENCE NORTH 87*47'00" EAST 11.55 FEET;
THENCE THENCE NORTH 01'54'17" WEST 24.22 FEET;' THENCE SOUTH 87'28'16' WEST 10.26
FEET: THENCE NORTH 01*06'15" WEST 13.30 FEET; THENCE SOUTH 88'48'42" WEST 81.59
FEET; THENCE SOUTH 01'26'34" EAST 79.61 FEET; THENCE SOUTH 89*10'17" WEST 37.82
FEET TO A POINT ON THE. WESTERLY LINE OF SAID LOT 7; THENCE NORTH 00'09'03" WEST
267.99 FEET ALONG SAID WESTERLY LINE TO THE POINT OF BEGINNING.
CONTAINING 3.10 ACRES MORE OR LESS.
AS SHOWN ON EXHIBIT '121'. ATTACHED HERETO AND 13Y THIS REFERENCE MADE APART
HEREOF.
DAM T. ROSELL
P.L.S. 6281
EXP. 9
DAVID T.
ROSELL
EV. 9--30-0
,No6 6M ,
SCHEDULE I(B)
DESCRIPTION OF EASEMENTS
A PORTION OF LOT 7, TRACT NUMBER 6452 IN THE CITY OF VERNON. COUNTY OF LOS
ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 94 PAGES 77 AND '78
OF MAPS, RECORDS OF SAID COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT ON THE WEST LINE OF SAID LOT 7. SAID POINT BEING NORTH
00*09'03" WEST 194.65 FROM THE SOUTHWESTERLY CORNER OF SAID LOT 7. THENCE
NORTH 88*22'12- EAST 238.52 FEET; THENCE SOUTH 01'37-48- EAST 16.06 FEET; THENCE
NORTH 88*22'12- EAST 42.43 FEET; THENCE SOUTH 01-23'27" EAST 176.85 FEET TO A
POINT ON THE SOUTHERLY LINE OF SAID LOT 7: THENCE NORTH 88'26'12" EAST 32.59
FEET ALONG SAID SOUTHERLY LINE: THENCE NORTH 01-27'57- WEST 211-35 FEET; THENCE
SOUTH 89-10'17- WEST 312.89 FEET TO A POINT ON SAID WESTERLY LINE. THENCE SOUTH
00*09'03" EAST 20.76 FEET ALONG SAID EASTERLY LINE TO THE POINT OF BEGINNING.
AS SHOWN ON EXHIBIT 'B'. ATTACHED HERETO AND 13Y THIS REFERENCE MADE APART
HEREOF.
DAVID T. ROSELL P.L.S. 6281 EXP. 9/30/08
DAVM T.
FMSELL
Dr. 9-30-ft
040. 62M �
SCHEDULE 11
DESCRIPTION OF RESERVED EASEMENT (GROUND LEASE)
W184$527.1
A 10' VADE STRIP OF LAND BEING A PORTION OF LOT 7. TRACT NUMBER 6452 IN THE
CITY OF VERNON. COUNTY OF LOS ANGELES. STATE OF CALIFORNIA, AS PER MAP
RECORDED IN BOOK 94 PAGES 77 AND 78 OF MAPS, RECORDS OF SAID COUNTY. THE
CENTERLINE IS DESCRIBED AS FOLLOWS:
BEGINNING AT A PO4NT ON THE WEST LINE OF SAID LOT 7, SAID F!OINT BEING NORTH
00*09'03' WEST 245.99 FROM THE SOUTHWESTERLY CORNER OF SAID LOT 7. THENCE
NORTH 88'36'21' EAST 117.81 FEET TO THE POINT OF TERMINUS.
THE SIDELINES OF SAID 10' STRIP OF LAND. SHALL 13E SHORTENED OR PROL-ONGATED SO
AS TO TERMINATE WESTERLY AT THE V&STERLY LINE OF SAID LOT 7 AND EASTERLY AT A
LINE THAT PASSES THROUGH SAID POINT OF TERMINUS BEARING SOUTH 02-51-27' EAST.
AS SHOWN ON EXHIBIT W, ATTACHED HERETO AND By THIS REFERENCE MADE APART
HEREOF.
DAVID T. ROSELL P.L.S. 6281 EXP. 9/30/08
DAVID T.
®ROSM.L
Dr. 9-30,." *
Hm 6Nt
U
04/17/08 led
fix P
Nip,
Ln-,
4uu8067637A_
LICC FINANCING STATEMENT
�Pz-j k-M compm.
q-,
FOLLOW INSTRUCTIONS (front and back) CAREFULLY
A. NAME & PHONE OF CONTACT AT FILER
L, X , E
LNQ A Kau, 0IJ!'jr, REUXTRAIR
loplionall
- - RMDE R
6. �6�6Ac—Kw6w—LEDGmENTTo (N,,� _d —Add,�_)
fLATHAM & WATKINS LLP
633 W 5TH ST, STE 4000
LOS ANGELES. CA 90071-2007
Attn: DEBORAH TAYLOR. SR. PARALEGAL
L
LTHE
1. DEBTOR'S EXACT FULL LEGAL NAME - i—d -ty d0t.,
ABOVE SPACE IS FOR FILING OFFICE USE ONLY
� -- (I.
Ia. ORGANIZATION'S NAM
1b). ft 1 -bb-1-1—
—bi— n....
BICENT (CALIFORNIA) MALBURG
LLC
OR
b LA� I NAML
-FFI—R
—NAMF
ST
OLE NAME
sUFUFIx
130 North Washington Street
CITY
E111D
TATE
c_N-Y
—STRUCII.N�
Easton
MD
SA
Id- SEE
OF ORGA IZATION
==T N
Tf JURI-ICTIO14 OF —ORGANIZATION I
DEBTOR I LLC
Delaware
2. ADDITIONAL DE BTOR'S
F XArT PI 11 1 1 —A, m-1
14465756
E
2.. ORGANIZATION'S NAM. . ...... .... Vj M ZD) CIO MI abb—tal. —151- --4
OR
INDIVIDUAL'S
LAST NAME FIRST NAME MIDDLE NAME SUFFIX
ZC. MAILING
ADDRESS TIT—Y
STAT11POSTAL
CODE
COUNTRY
Wd. SEE INSTRUCTIONS I ADD-LINFORE 120.WPEOFORGANIZATION
I "NUF ORGANIZATION
20. ORGANIZATIONAI
in A T_
iDEBTOR
3. SECURED PARTY's NAUr []NONE
ORGANIZATION 3 NAME
0
City of Vernon
OR
T AME���
S�AL :11�A
FIRST NAME
MIDDLE NAME
SUFFIX
U. MLAILIN
4305 Santa Fe Avenue, attn: City Attorney
CRT-
-E.—uNTRY
Vernon
CA
190058
USA
4- This FINANCING STATEMENT — Uo Wowinpcdlat.ral: I
-
THIS 13 A FIXTURE FILING AND IS TO BE RECORDED IN THE REAL ESTATE RECORDS.
This financing statement covers all collateral which is of will become fixtures and is or will be located in or on or used in connection
with the real property located in Los Angeles County. California as such Collateral and real property is more particularly described on
Exhibit "A' and "Schedules I and 11". respectively, attached hereto and made a part hereof by this reference.
5. ALTERNATIVE DESIG p�.ppll.blqjj SSEEI ESSORr CONSIGNEEICONSIGNOR BAILEEIBAILOR ELLERIBUYER I IAO.LIE. I I
n
b. MI,,nm PTINANLAN ON UCCFILING
5TA E �A-- I ILA�(;. R�P(
8. OPTIONAL FILER REFERENCE DATA fADDIT ON L FEE)
037484-0012 File in Los Angeles County, CA
[LING OFFICE COPY - UCC FINANCING STATEMENT (FORM UCC 1) (REV. 05/22102)
11
JAICKNOVILEDGEMEENT COPY
UCC FINANCING STATEMENTADDENDUM
FOLLOW INSTRUCTIONS (front and back) CAREFULLY
9. NAME OF FIRST DEBTOR (to or 1b) ON RELATED FINANCING STATEMFN
I— —ANIZATION'S NAME
BICENT (CALIFORNIA) MALBURG LLC
OR
9b. INDIVIDUAL'S LAST NAME JIIIFI
LHE ABOVE SPACE 13 FOR FILING OFFICE USE ONLY
I Ia. ORGANMATION'S NAME
OR
E
1 10. INUIVIUUAL-$ LAST NAME
I LAST .
—ME
FIRST FA
CITY
Ild. Ii IIIIIII I III Ifni I I 1 11 111, TYPE OF OIIGAII17ATI T1 I JURISDICTION OF —ORGANIZATION
JORGANIZATION
DEBTOR
12. FINONE
JADOITIONAL SECURED PARTY'S ASTIG-NOR S/p-S NAME -kerIwIYQM —02— 12b)
12a. ORGANIZAIIuiv b NA.I,
OR
FIRSTNAME
MIDDLE
72c.
P;1AILING ADDRESS
jNAME ISUFFIX
ISTATE POSrALCODE
13. This FINANCING STATEMENT-- .1-1.4
I. be Li a-
16. AddiII C-11-1-1.1 d.scii.tlon:
collailoral, or is filed as .
14. D.scj,j,.. I ..I _Ioe.9
See Schedules I and 11, attached hereto and made a part
hereof by this reference, for description of real property.
5. N iind col— of RECORD OWNER .1 iib-4�bad ..I ..,at.
D-h"' d— —I h—
City of Vernon
f
7. Check only IT applIcable and check mht onei box.
DW�
I Is o W.f oflyro"oe acillg with respect lo property hold in IW3, [J.—d-l's
or
I
C"I "
B. ChKk a* If applicable and check only one box.
r—reciian
Defiler% a TRANSMITTING I
rlile-din
with . Mar,olaco.iled-H— T—cfon — -fleclive 30 ye—
'.ed'. _:� Ion with a PublIc-FInance Tari..ctjon — Kftfi_ 30 _,
FILING OFFICE COPY - LICC FINAN CING STATEMENT ADDENDUM (FORM LJCCIAd) (REV. 05/22102)
DEBTOR: BICENT (CALIFORNIA) MALBURG LLC
SECUR-ED PARTY: CITY OF VERNON
EXHIBIT A - DESCRIPTI N OF COLLATERAL
(continued from Section 4)
The collateral described in herein is all of the Debtor's estate, right, title, interest,
property, claim and demand, now or hereafter arising in and to the following property and rights
(herein collectively called the "Mort aged Property"):'
(a) Debtor's interest under the Ground Lease and the leasehold estate created
thereby in and to the lands and premises more particularly described in Schedule I hereto
(the "Site") but excepting the easement reserved by the Secured Party �n-derthe Ground
Lease in the property more particularly described in Schedule ry.
N any and all easements, leases, licenses, option rights, rigbts-of-way and
other rights used in connection with the Site or as a means of access thereto (including,
without limitation, solely after an Event of Default, all rights of Debtor to exercise any
election or option, to make any determination or to give any notice, consent, waiver or
approval, or to take any other action under the Ground Lease, but expressly reserving.
unto Debtor, prior to any Event of Default, all rights toexercise any election or option, to
make any deten-nination or to give any notice, consent, waiver or approval, or to take any
other action under the Ground Lease that, in each case, does not �violate an express
prohibition set forth in the Secured Obligation Provisions), all easements for ingress and
egress and easements for water, transmission lines, telephone lines, natural gas and
sewage pipelines, and all other such rights running in favor of Debtor or appurtenant to
the Site (or arising under the Ground Lease), and any and all sidewalks, alleys, strips and
gores of land adjacent thereto or used in connection therewith, together with all and
singular the tenements, hereditaments and appurtenances thereto, and with any land lying
within the right-of-way of any streets, open or proposed, adjoining the same (including,
without limitation, the easements, leases, licenses and other instrurbents described in the
Deed of Trust) (collectively, the "Easements"; and the Site and the Easements
collectively referred to herein as the "Real Property"); I
(c) all buildings, structures, fixtures and other improvements now or hereafter
erected on the Real Property, including the Project and the Facility (as hereinafter
defined) (collectively, the
(d) all machinery, apparatus, equipment, fittings, fixtures, boilers, turbines
and other articles of personal property, including all goods and all goods which become
fixtures, now owned or hereafter acquired by Debtor and now or hereafter located on,
attached to or used in the operation of or in connection with the Real Property and/or the
Improvements, and all replacements thereof, additions thereto and substitutions therefor,
to the fullest extent permitted by applicable law (all of the foregoing being hereinafter
collectively called the "Equipmen ");
1, A\) 84S527.1
(e) all inventory, raw materials, works in process and other materials used or
consumed in the construction, operation or maintenance of, or now or hereafter located
on or used in connection with, the Real Property, the Improvements and/or the
Equipment, including, without limitation, fuel and fuel deposits, now or hereafter located
on the Real Property or elsewhere or otherwise owned by Debtor (the above items,
together with the Equipment, being hereinafter collectively called the "Tangible
Collateral");
M all rights, powers, privileges and other benefits of Debtor (to the extent
assignable) now or hereafter obtained by Debtor under the Ground Lease (but expressly
reserving unto Debtor, prior to any Event of Default, all rights to exercise any election or
option, to make any determination or to give any notice, consent, waiver or approval, or
to take any other action under the Ground Lease that, in each case, does not violate an
express prohibition set forth in the Secured Obligation Provisions) and/or from any
Governmental Authority, including, without limitation, permits issued in the name of
Debtor and governmental actions relating to (j) the ownership, operation, management
and use of the Real Property, Improvements, Equipment or Tangible Collateral, (ii) the
development and financing of the Project, the Improvements and the Equipment, and
(iii) any improvements, modifications or additions thereto;
(g) any right of Debtor to elect to terminate the Ground Lease or remain in
possession of the Real Property and/or Improvements pursuant to 11 U.S.C. section
365(h) or any similar provision of applicable law' and any possessory rights of Debtor in
the Real Property and/or Improvements pursuant to I I U.S.C. section 365(h) or any other
similar provision of applicable law; and all right, title and interest of Debtor in, to and
under the PPTA;
(h) all the lands and interests in lands, tenements and hereditaments hereafter
acquired by Debtor in connection with or appurtenant to the Real Property arid/or any
other property or rights subject to the lien hereof, including (without limitation) all
interests of Debtor, whether as lessor or lessee, in any leases of land hereafter made and
all rights of Debtor thereunder;
(i) any and all other property and interests in any way associated or used in
connection with or appurtenant to the Real Property, Improvements, Equipment or
Tangible Collateral that may from time to time be acquired by Debtor or be subjected to
the lien hereof by Debtor or by anyone on its behalf or with its consent, or which may
come into the Posses�ion or be subject to the control of Trustee, as defined in the Deed of
Trust, or Secured Party pursuant to the Deed of Trust, being hereby collaterally assi gned
to Secured Party (or in the case of Rents, directly assigned pursuant to Section 2.2 of the
Deed of Trust) and subjected or added to the lien or estate created by the Deed of Trust
forthwith upon the acquisition thereof by Debtor, as fully as if such property were now
owned by Debtor and were specifically described in the Deed of Trust and subjected to
the lien and security interest hereof, and each of Trustee and Secured Party'is hereby
authorized to receive any and all such property and interests as and for additional security
hereunder; and
LAU845527-1
0) all the remainder or remainders, reversion or reversions, and, to the extent
arising after an Event of Default, rents, revenues, issues, profits, royalties, income and
other benefits derived from any of the foregoing, all of which are hereby assigned, to
Secured Party, who is hereby authorized, after an Event of Default, to collect and receive
the same, to give proper receipts and acquittances therefor and to apply the same in
accordance with the provisions of the Deed of Trust;
provided, however, that, in each case, notwithstanding the foregoing, in no event shall
"Mortgaged Property" include any Excluded Mortgaged Property (as hereinafter
defined).
Additionally, this document reports a security agreement between the Debtor and
Secured Party covering the Mortgaged Property constituting personal property or fixtures
(hereinafter collectively called "UCC Collateral") governed by the UCC, as the same may be
more specifically set forth in any financing statement delivered in connection with the Deed of
Trust, ' and as further security for the payment and performance of the Secured Obligations,
Debtor has granted to Secured Party a security interest in s . uch portion of the Mortgaged Property
that constitutes UCC Collateral to the full extent that such UCC Collateral may be subject to the
UCC.
Definitions:
"Event of Default" means an "Event of Default" (as defined in the PPTA) with respect to
the "Seller" (as defined in the PPTA) under the PPTA.
"Excluded Mortgaged Property" means (i) with respect to any real property, any lease,
license, permit, franchise, power, authority or right if, to the extent that and for so long as the
grant of a lien and security interest under the Deed of Trust constitutes or would result in the
abandonment, invalidation or unenforceability of such lease, license, permit, franchise, power,
authority or right or the termination of or a default under the instrument or agreement by which
such lease, license, permit, franchise, power, authority or right is governed; provided, that such
lease, license, permit, franchise, power, authority or right will be an Excluded Mortgaged
Property only to the extent and fior so long as the condition set forth above is and remains
satisfied and, to the extent such property otherwise constitute Mortgaged Property, will cease to
be an Excluded Mortgaged Property, and will become subject to the lien and security interests
granted to the Secured Party under the Deed of Trust, except as such proceeds are applied and
used in the ordinary course of business and in accordance with the Secured Obligation
Provisions, and (ii) prior to any Event of Default, all rights to exercise any election or option, to
make any determination or to give any notice, consent, waiver or approval, or to take any other
action under the Ground Lease that, in each case, does not violate an express prohibition set forth
in the Secured Obligation Provisions.
"Facility" means various existing permits, equipment, leasehold interests and certain
other assets associated with the maintenance, operation and repair of a combined cycle, natural
gas -fired, electric power plant facility in the City of Vernon, Califbrn�ia, owned by the Debtor
(the "Facili ").
LA\1845527-1
"Facility Site" means the land described on Schedule I attached hereto.
"Governmental Authority" means any federal, state, municipal, national or other
government, gbvenunental department, conuntission, board, bureau, court, agency or
instrumentality or political subdivision thereof or any entity or officer exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining to any government or
any court, in each case whether associated with a state of the United States, the United States, or
a foreign entity or government.
"Ground Lease" means that certain Lease and Grant of Easements, dated as of the date of
the Deed of Trust, a memorandum of which has been recorded in the Los Angeles County
Recorder's Office, pursuant to which Debtor, as Lessee, agreed to lease the Facility Site from
Secured Party, as Lessor, and Lessor agreed to lease the Facility Site to Lessee.
"PPTA" means that certain Power Purchase Tolling Agreement, dated as of the date of
the Deed of Trust, pursuant to which the Debtor will sell the Secured Party unit -specific capacity
and energy generated from the Facility.
"Project" means that certain 134 MW (approximately) power generating Facility located
in the City of Vernon, California, cornmonly known as the Malburg Generation Station.
"Secured Obligations" means that the Debtor shall pay, perform, observe and comply
with each and every provision in the Deed of Trust, and with each and every provision applicable
to Secured Party in the PPTA.
hereto. "Site" means the lands and premises more particularly described on Schedule I attached
"UCC" means the Uniform Commercial Code as in effect from time to time in the State
of California.
Capitalized terms used herein not otherwise defined herein shall have the meanings ascribed
thereto in the Deed of Trust. Leasehold Deed of Trust, Assignment of Rents, Security Agreement
and Fixture Filing, by Debtor and Secured party, among others, dated on or about the date of this
financing statement and filed in the County of Los Angeles, California (the "Deed of Trust").
LA\1845527.1
SCHEDULEI
THE SITE I(A) AND DESCRIPTION OF EASEMENTS I(B)
LAW45527.1
SCHEDULE I(A)
DESCRIPTION OF SITE
A PORTION OF LOT 7, TRACT NUMBER 6452 IN THE CITY OF VERNON, COUNTY OF LOS
ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 94 PAGES 77 AND 78
OF MAPS, RECORDS OF SAID COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT THE MOST NORTHERLY CORNER OF SAID- LOT 7, SAID CORNER ALSO BEING
THE BEGINNING OF A CURVE CONCAVE, NORTHEASTERLY HAVING A RADIUS OF 367.83
FEET, A RADIAL LINE PASSING THROUGH SAID CORNER BEAR SOUTH 58-03-33 WEST;
THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 59-37'38'.
AN ARC DISTANCE OF 382.79 FEET; THENCE NORTH 88*25'55'* EAST 323.79 FEET ALONG
THE NORTHERLY LINE OF SAID LOT 7 TO A POINT ON THE SOUTHERLY LINE OF A PORTION
DEEDED FOR THE WIDENING OF I -ME LOS ANGELES JUNCTION RAILROAD RIGHT-OF-WAY AS
SHOWN ON LOS ANGELES COUNTY FIELD MAP NUMBER 10287 PAGE A3. 'RECORDS OF SAID
COUNT, SAID POINT ALSO BEING THE BEGINNING OF A CURVE CONCAVE SOUTHERLY
HAVING A RADIUS OF 906.21 FEET, THENCE EASTERLY ALONG SAID CURVE THROUGH A
CENTRAL ANGLE OF 4*45'51" AN ARC DISTANCE OF 75.35 FEET TO THE BEGINNING OF A
COMPOUND CURVE HAVING A - RADIUS OF 294.44 FEET: THENCE EASTERLY ALONG SAID
CURVE THROUGH A CENTRAL ANGLE OF 13'28'39" AN ARC DISTANCE OF 69.26 FEET TO A
POINT ON THE EASTERLY LINE OF A PORTION DEEDED FOR THE WIDENING OF SOTO STREET
AS SHOWN ON SAID LOS ANGELES COUNTY FIELD MAP: THENCE SOUTH 1'37'37" EAST
186.27 FEET ALONG SAID EASTERLY LINE; THENCE SOUTH 88*10'26" WEST 33.20 FEET;
THENCE NORTH 01'49'34" WEST 6.00 FEET; THENCE SOUTH 8a"10'26" WEST 6.00 FEET;
THENCE SOUTH 01*49'34" EAST 6.00 FEET; THENCE SOUTH 88*10'26" WEST 439.07 FEET;
THENCE NORTH 01*27'57" WEST 115.24 FEET; THENCE SOUTH 89*10'17" WEST 193.60 FEET;
THENCE NORTH 02*51'27" WEST 42.65 FEET: THENCE NORTH 87*47'00" EAST 11.55 FEET,
THENCE THENCE NORTH 01'54'17" WEST 24.22 FEET; THENCE SOUTH 87'28'16" WEST 10.26
FEET; THENCE NORTH 01*06'15" WEST 13.30 FEET; THENCE SOUTH 88*48'42" WEST 81.59
FEET; THENCE SOUTH 01*26'34" EAST 79,61 FEET; THENCE SOUTH 89'10'17" WEST 37.82
FEET TO A POINT ON THE WESTERLY LINE OF SAID LOT 7; THENCE NORTH 00*09'03" WEST
267.99 FEET ALONG SAID WESTERLY LINE TO THE POINT OF BEGINNING,
CONTAINING 3.10 ACRES MORE OR LESS.
AS SHOWN ON EXHIBIT "B", ATTACHED HERETO AND BY THIS REFERENCE MADE APART
HEREOF,
DAAD T. ROSELL P.L.S. 6281 EXP. 9/30/08
DAVID T.
REISELL
EXP. 9-30-W
� No. 6281 ,
SCHEDULE l(B)
DESCRIPTION OF EASEMENTS
PORTION OF LOT 7, TRACT NUM13ER 6452 IN THE CITY OF VERNON, COUNTY OF LOS
ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 94 PAGES 77 AND 78
OF MAPS, RECORDS OF SAID COUNTY, MORE PARTICULARLY DESCR18ED AS FOLLOWS:
BEGINNING AT A POINT ON THE WEST LINE OF SAID LOT 7, SAID POINT BEING NORTH
00*09'03" WEST 194.65 FROM THE SOUTHWESTERLY CORNER OF SAID LOT 7, THENCE
NORTH 88*22*12' EAST 238.52 FEET; THENCE SOUTH 01*37'48" EAST 18.06 FEET: THENCE
NORTH 88*22'12' EAST 42.43 FEET; THENCE SOUTH 01'23*22" EAST 176.85 FEET TO A
POINT ON THE SOUTHERLY LINE OF SAID LOT 7; THENCE NORTH 88*26*12" EAST 32.59
FEET ALONG SAID SOUTHERLY LINE; THENCE NORTH OV27'57" WEST 211.35 FEET; THENCE
SOUTH 89*10'17" WEST 312.89 FEET TO A POINT ON SAID WESTERLY LINE; THENCE SOUTH
00'09'03" EAST 20.76 FEET ALONG SAID EASTERLY LINE TO THE POINT OF BEGINNING.
AS SHOWN ON EXHIBIT "B". ATTACHED HERETO AND BY THIS REFERENCE MADE APART
HEREOF.
DAVID T. ROSELL P.L.S. 6281 EXP. 9/30/08
DAVID T.
FI]SnL
EXP. 9-X-M
NO. 6201
0
SCHEDULE11
DESCRIPTION OF RESERVED EASEMENT (GROUND LEASE)
LAW45527.1
A 10' WIDE STRIP OF LAND BEING A PORTION OF LOT 7. TRACT NUMBER 6452 IN THE
CITY OF VERNON. COUNTY OF LOS ANGELES. STATE OF CALIFORNIA, AS PER MAP
RECORDED IN BOOK 94 PAGES 7? AND 78 OF MAPS, RECORDS OF SAID COUNTY. THE
CENTERLINE IS DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT ON THE WCST LINE OF SAID LOT 7, SAID POINT BEING NORTH
00'09'03" WEST 245.99 FROM THE SOUTHWESTERLY CORNER OF SAID LOT 7, THENCE
NORTH Z38'36'21" EAST 117,81 FEET TO THE POINT OF TERMINUS -
THE SIDELINES OF SAID 10' STRIP OF LAND, SHALL BE SHORTENED OR PROILONGATED So
AS TO TERMINATE WESTERLY AT THE WESTERLY LINE OF SAID LOT 7 AND EASTERLY AT A
LINE THAT PASSES THROUGH SAID POINT OF TERMINO-S BEARING SOUTH 02'51'27- EAST.
AS SHOWN ON EXHIBIT 'B", ATTACHED HERETO AND BY THIS REFERENCE MADE: APART
HEREOF.
DANAD T. ROSELL P.L.S. 6261'EXp. 9/30/08
DAVID T.
ROSELL
Exp. ll-�
IN- 6281