DEBT SERVICE (TRANCHE B) LOAN NOTE
New York, New York
June 3, 1997
$3,000,000.00
SCRUBGRASS GENERATING COMPANY, L.P., a Delaware limited
partnership (the "Borrower"), FOR VALUE RECEIVED, hereby promises to
pay to the order of NATIONAL WESTMINSTER BANK PLC, ACTING THROUGH ITS
NEW YORK BRANCH, (the "Bank"), at its offices located at 175 Water
Street, New York, New York 10038, the principal sum of THREE MILLION
AND XX/00 DOLLARS ($3,000,000.00) (or such lesser amount as shall
equal the aggregate unpaid principal amount of the Debt Service
(Tranche B) Loans made by the Bank to the Borrower under the Amended
and Restated Reimbursement Agreement referred to below) in lawful
money of the United States of America and in immediately available
funds, at the times and in the principal amounts provided in such
Amended and Restated Reimbursement Agreement.
The Borrower also promises to pay interest on the unpaid
principal amount of such Debt Service (Tranche B) Loans in like money
and funds at said office until paid in full at the rates per annum
which shall be determined in accordance with the provisions of Article
V of the Amended and Restated Reimbursement and Loan Agreement, dated
December 22, 1995 (as amended, restated, modified, supplemented and in
effect from time to time, the "Amended and Restated Reimbursement
----------------------------------
Agreement"), among the Borrower, National Westminster Bank Plc, acting
---------
through its New York Branch, as Contract LOC Issuer and as Bond LOC
Issuer (as each such term is defined therein; and collectively the
"LOC Issuers"), the banks that are or may be from time to time be
------------
listed on Schedule I thereto (the "Banks") and Credit Lyonnais, acting
-----
through its New York Branch, as agent for the LOC Issuers and the
Banks (the "Agent"), said interest to be payable at the times provided
-----
for in the Amended and Restated Reimbursement Agreement. All
capitalized terms used herein and not otherwise defined herein shall
have the meanings specified in the Amended and Restated Reimbursement
Agreement.
1
This note is one of the Debt Service (Tranche B) Loan Notes
referred to in the Amended and Restated Reimbursement Agreement and is
entitled to the benefits thereof and of the other Loan Documents
referred to therein. The Amended and Restated Reimbursement Agreement
amends and restates a certain Reimbursement and Loan Agreement, dated
as of December 15, 1990 (as amended, supplemented and otherwise
modified and in effect to but excluding the date hereof, the "Original
--------
Reimbursement Agreement"), among the Borrower, National Westminster
-----------------------
Bank Plc, ("Natwest"), acting through its New York Branch, as the
-------
issuer of the Bond Letter of Credit and the Contract Letter of Credit
(as each such term is defined in the Original Reimbursement Agreement)
(in such capacity, the "Original LOC Issuer") and NatWest, as agent
-------------------
(the "Original Agent") for the Original LOC Issuer and the banks
--------------
listed on Schedule I thereto.
As provided in the Amended and Restated Reimbursement
Agreement, this Debt Service (Tranche B) Loan Note is subject to
prepayment, in whole or in part. In case an Event of Default shall
occur and be continuing, the principal of and accrued interest on this
Debt Service (Tranche B) Loan Note may be declared to be due and
payable in the manner and with the effect provided in the Amended and
Restated Reimbursement Agreement.
The date, amount, Type, interest rate and duration of any
Interest Period (if applicable) of each Debt Service (Tranche B) Loan
made by the Bank to the Borrower, each payment and prepayment made on
account of the principal thereof, and all Conversions of such Debt
Service Loan shall be recorded by the Bank on its books and, prior to
any transfer of this Debt Service (Tranche B) Loan Note, endorsed by
the Bank on Schedule I attached hereto or any continuation thereof;
provided, that the failure of the Bank to make any such recordation or
--------
endorsement shall not affect the obligations of the Borrower to make a
payment when due of any amount owing under the Amended and Restated
Reimbursement Agreement or hereunder in respect of the Debt Service
(Tranche B) Loans made by the Bank.
The Borrower hereby waives presentment, demand, protest or
notice of any kind in connection with this Debt Service (Tranche B)
Loan Note.
2
Anything herein to the contrary notwithstanding, the
obligations of the Borrower under this Debt Service (Tranche B) Loan
Note are special obligations of the Borrower and do not constitute a
debt or obligation of (and no recourse shall be had with respect
thereto against) any Partner or Affiliate of the Borrower, or any
shareholder, partner, officer or director of any such Partner or any
such Affiliate; no action shall be brought against any Partner or any
Affiliate thereof or any shareholder, partner, officer or director of
any thereof as such, and any judicial proceedings the Bank may
institute against the Borrower shall be limited to seeking the
preservation, enforcement, foreclosure or other sale or disposition of
the Liens and security interests now or at any time hereafter securing
the repayment of the Debt Service Loans and performance by the
Borrower of its other covenants and obligations hereunder and under
the other Loan Documents to which it is a party; no judgment for any
deficiency upon the obligations hereunder or under the other Loan
Documents shall be obtainable by the Bank against the Borrower or any
Partner or Affiliate of the Borrower or any shareholder, partner,
officer or director of any thereof; provided, that nothing in this
--------
Debt Service (Tranche B) Loan Note shall be construed to limit in any
respect the validity and enforceability against any Partner of any of
the its obligations under the Security Documents to which it is a
party as an obligor (and not merely as signatory for another Person)
or any of the rights of the Bank against the Lessee or Lessee Parent
under any other Transaction Document.
The next page is the signature page.
3
THIS DEBT SERVICE (TRANCHE B) LOAN NOTE SHALL BE CONSTRUED IN
ACCORDANCE WITH AND BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
SCRUBGRASS GENERATING COMPANY, L.P.,
a Delaware limited partnership
By: _______________________
Name: Donald C. Stormer
Title: Vice President
4