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Exhibit 10.45
AMENDMENT NO. 3 TO LEASE AGREEMENT
This Amendment No. 3 to Lease Agreement, dated as of August 23,
2007 (this
"Amendment"), is entered into by ABITIBI CONSOLIDATED SALES
CORP., a Delaware
Corporation ("Landlord") and SNOWFLAKE WHITE MOUNTAIN POWER,
LLC, an Arizona
limited liability company ("Tenant").
RECITALS
A. Landlord and Tenant have entered into that certain Lease
Agreement, dated as
of September 14, 2005 (as amended, amended and restated,
supplemented or
otherwise modified from time to time in accordance with the
terms thereof and
hereof, the "Lease"). Capitalized terms used herein but not
defined herein have
the meaning given in the Lease.
B. Landlord, COBANK, ACB ("Lender") and Tenant have entered into
that certain
Consent and Agreement, dated as of September 1, 2006 (the
"Consent"), pursuant
to which the Lease was amended as described in the Consent.
C. Landlord and Tenant have entered into that certain Amendment
No. 2 to Lease
Agreement, dated as of August 2, 2007 ("Amendment No. 2"),
pursuant to which the
Lease was amended as described in Amendment No. 2.
D. Landlord and Tenant wish to further amend the Lease to
correct the legal
descriptions of the Real Property as described on Exhibit A to
the Lease.
NOW THEREFORE, for good and valuable consideration, the receipt
and
adequacy of which are hereby acknowledged, the parties hereto
agree as follows:
AGREEMENT
1. Amendment of Lease. Landlord and Tenant agree that the Lease
shall be
amended as follows:
(a) The number "6.82" in the third line of Recital A is hereby
deleted
and replaced with the number "8.154."
(b) Exhibit A to the Lease is hereby deleted in its entirety
and
replaced with the Exhibit A attached to this Amendment.
2. Governing Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS
OF THE
PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH, AND BE
GOVERNED BY, THE
LAWS OF THE STATE OF ARIZONA (WITHOUT GIVING EFFECT TO THE
PRINCIPLES THEREOF
RELATING TO CONFLICTS OF LAW).
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3. Counterparts. This Amendment may be executed in any number
of
counterparts and by the different parties hereto on separate
counterparts, each
of which when so executed and delivered shall be an original,
but all of which
shall together constitute one and the same instrument.
4. Headings Descriptive. The headings of the several sections
and
subsections of this Amendment are inserted for convenience only
and shall not in
any way affect the meaning or construction of any provision of
this Amendment.
5. Severability. In case any provision in or obligation under
this
Amendment shall be invalid, illegal or unenforceable in any
jurisdiction,
legality and enforceability of the remaining provisions or
obligations, or of
such provision or obligation in any other jurisdiction, shall
not in any way be
affected or impaired thereby.
6. Amendment, Waiver. Neither this Amendment nor any of the
terms hereof
may be terminated, amended, supplemented, waived or modified
except by an
instrument in writing signed by Landlord and Tenant.
7. Successors and Assigns. This Amendment shall bind and benefit
Landlord
and Tenant, and their respective successors and assigns.
8. Entire Agreement. This Amendment and any agreement, document
or
instrument attached hereto or referred to herein integrate all
the terms and
conditions mentioned herein or incidental hereto and supersede
all oral
negotiations and prior writings between the parties hereto in
respect of the
subject matter hereof.
[Remainder of page intentionally left blank - signature page
follows]
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IN WITNESS WHEREOF, the parties hereto have executed this
Amendment No. 3
as of the date first written above.
ABITIBI CONSOLIDATED SALES CORP. SNOWFLAKE WHITE MOUNTAIN POWER,
LLC
By: /s/ John McKee By: /s/ Robert M. Worsley
---------------------------------
------------------------------------
Name Name
Its: General Manager Its: Owner
Title Title
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EXHIBIT A
PARCEL 1
A portion of Section 21, Township 13 North, Range 19 East, of
the Gila and Salt
River Base and Meridian, Navajo County, Arizona, and more
particularly described
as follows:
Commencing at the Southeast corner of said Section 21; thence
North 55 degrees
18 minutes 07 seconds West, a distance of 3292.40 feet to the
TRUE POINT OF
BEGINNING; thence South 40 degrees 18 minutes 01 seconds
West,
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