SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of Report: February 16, 2005
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(Date of earliest event reported)
Zond-PanAero Windsystem Partners I,
a California Limited Partnership
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(Exact Name of Registrant as Specified in its Charter)
California 0-13510 77-003535
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
1221 Lamar Street, Suite 1600, Houston, Texas 77010
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(Address of Principal Executive Offices)
(713) 853-0530
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(Registrant's telephone number,
including area code)
N/A
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
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Extension of Partial Assignment of Power Agreement
On February 16, 2005 Zond-PanAero Windsystem Partners I (the
"Partnership") and Mesa Wind Developers ("Mesa") entered into the Amendment to
Partial Assignment of Wind Park Power Purchase and Sales Agreement (the
"Partial Assignment Amendment"), which amendment was effective as of December
31, 2004. Pursuant to the Partial Assignment of Wind Park Power Purchase and
Sales Agreement effective September 25, 1984 between Mesa and the Partnership
(the "Partial Assignment"), the Partnership is able to sell power to Southern
California Edison Company from the wind turbine electric power generation
facility owned by the Partnership. The Partial Assignment Amendment extended
the termination date of the Partial Assignment from December 31, 2004 to June
23, 2005.
A copy of the Partial Assignment Amendment is attached hereto as Exhibit
10.1.
Extension of Management Agreement
On February 16, 2005 the Partnership and Enron Wind Systems, LLC ("EWS")
entered into the Third Amendment to Windsystem Management Agreement (the
"Management Agreement Amendment"), which amendment was effective as of
December 31, 2004. Pursuant to the Windsystem Management Agreement dated July
27, 1988 between the Partnership and EWS, as amended (the "Management
Agreement"), EWS manages the wind turbine electric power generating facility
owned by the Partnership. The Management Agreement Amendment extended the
termination date of the Management Agreement from December 31, 2004 to June
23, 2005.
A copy of the Management Agreement Amendment is attached hereto as
Exhibit 10.2.
Extension of Easement Agreement
On February 16, 2005 the Partnership and Mesa entered into the Amendment
to Wind Park Easement Agreement (the "Easement Agreement Amendment"), which
amendment was effective as of December 31, 2004. Pursuant to the Wind Park
Easement Agreement dated as of September 7, 1984 between Mesa and the
Partnership (the "Easement Agreement"), the Partnership is able to use a
portion of the operating site and the infrastructural improvements in
connection with the operation of the Partnership's wind turbine electric power
generating facility. The Easement Agreement Amendment extended the termination
date of the Easement Agreement from December 31, 2004 to June 23, 2005.
A copy of the Easement Agreement Amendment is attached hereto as
Exhibit 10.3.
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Item 9.01. Financial Statements and Exhibits.
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(c) Exhibits.
10.1 Amendment to Partial Assignment of Wind Park Power Purchase and Sales
Agreement entered into on February 16, 2005, and made effective as
of December 31, 2004, between the Partnership and Mesa Wind
Developers.
10.2 Third Amendment to Windsystem Management Agreement entered into on
February 16, 2005, and made effective as of December 31, 2004,
between the Partnership and Enron Wind Systems, LLC.
10.3 Amendment to Wind Park Easement Agreement entered into on February
16, 2005, and made effective as of December 31, 2004, between the
Partnership and Mesa Wind Developers.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Zond-PanAero Windsystem Partners I,
a California Limited Partnership
By: Zond Windsystems Management LLC,
General Partner
Date: February 18, 2005 By: /s/ Eric D. Gadd
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Name: Eric D. Gadd
Title: President and Chief Executive
Officer
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Exhibit Index
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Exhibit Description
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10.1 Amendment to Partial Assignment of Wind Park Power Purchase and Sales
Agreement entered into on February 16, 2005, and made effective as
of December 31, 2004, between the Partnership and Mesa Wind
Developers.
10.2 Third Amendment to Windsystem Management Agreement entered into on
February 16, 2005, and made effective as of December 31, 2004,
between the Partnership and Enron Wind Systems, LLC.
10.3 Amendment to Wind Park Easement Agreement entered into on February
16, 2005, and made effective as of December 31, 2004, between the
Partnership and Mesa Wind Developers.
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