EXHIBIT 4.31(c)
PARTNERSHIP PROJECT NOTE (SSIII)
$201,728,000 October ____, 1998
For value received, the undersigned, CALENERGY
OPERATING CORPORATION, a Delaware corporation, VULCAN POWER
COMPANY, a Nevada corporation, CONEJO ENERGY COMPANY, a
California corporation, NIGUEL ENERGY COMPANY, a California
corporation, SAN FELIPE ENERGY COMPANY, a California corporation,
BN GEOTHERMAL INC., a Delaware corporation, DEL RANCH, L.P., a
California limited partnership, ELMORE, L.P., a California
limited partnership, LEATHERS, L.P., a California limited
partnership, VULCAN/BN GEOTHERMAL POWER COMPANY, a Nevada general
partnership, CALENERGY MINERALS LLC, a Delaware limited liability
company, and CE TURBO LLC, a Delaware limited liability company
(collectively, the "Partnership Guarantors"), by this promissory
note jointly and severally promise to pay to the order of Salton
Sea Funding Corporation, a Delaware corporation ("Funding
Corporation"), at the office of Chase Manhattan Bank and Trust
Company, National Association, a national banking association
organized under the laws of the United States, located at 101
California Street, Number 2725, San Francisco, California 94111,
in lawful currency of the United States of America and in
immediately available funds, the principal amount of
$201,728,000, or if less, the aggregate unpaid and outstanding
principal amount of this Partnership Project Note advanced by
Funding Corporation to the Partnership Guarantors pursuant to
that certain Second Amended and Restated Credit Agreement
(Partnership Guarantors) dated as of the date hereof (the
"Partnership Credit Agreement") by and among the Partnership
Guarantors and Funding Corporation, as the same may be amended
from time to time, and all other amounts owed by the Partnership
Guarantors to Funding Corporation hereunder.
This Partnership Project Note is entered into pursuant
to the Partnership Credit Agreement and is entitled to the
benefits thereof and is subject to all terms, provisions and
conditions thereof. Capitalized terms used and not defined
herein shall have the meanings set forth in Exhibit A to that
certain Trust Indenture, dated as of July 21, 1995 (as the same
may be amended, modified or supplemented, including pursuant to
the First Supplemental Indenture dated as of October 18, 1995,
the Second Supplemental Indenture dated as of June 20, 1996, the
Third Supplemental Indenture dated as of July 29, 1996, and the
Fourth Supplemental Indenture dated as of the date hereof, the
"Indenture"), by and between Funding Corporation and Chase
Manhattan Bank and Trust Company, National Association, a
national banking association organized under the laws of the
United States, successor in interest to Chemical Trust Company of
California, as trustee.
Reference is hereby made to the Partnership Credit
Agreement, the Indenture and the Security Documents for the
provisions, among others, with respect to the custody and
application of the Collateral, the nature and extent of the
security provided thereunder, the rights, duties and obligations
of the Partnership Guarantors and the rights of the holder of
this Partnership Project Note.
The principal amount hereof is payable in accordance
with the Partnership Credit Agreement, and such principal amount
may be prepaid solely in accordance with the Partnership Credit
Agreement.
The Partnership Guarantors further agree to pay, in
lawful currency of the United States of America and in
immediately available funds, interest from the date hereof on the
unpaid and outstanding principal amount hereof until such unpaid
and outstanding principal amount shall become due and payable
(whether at stated maturity, by acceleration or otherwise) at the
rates of interest and at the times set forth in the Partnership
Credit Agreement, and the Partnership Guarantors agree to pay
other fees and costs as stated in the Partnership Credit
Agreement.
Upon the occurrence of any one or more Credit Agreement
Events of Default (as defined in Section 5.1 of the Partnership
Credit Agreement), all amounts then remaining unpaid under this
Partnership Project Note may become or be declared to be
immediately due and payable as provided in the Partnership Credit
Agreement, without notice of default, presentment or demand for
payment, protest or notice of nonpayment or dishonor, or notices
or demands of any kind, all of which are expressly waived by the
Partnership Guarantors.
The obligations hereunder are subject to the
limitations set forth in Section 6.11 of the Partnership Credit
Agreement, the provisions of which are hereby incorporated by
reference.
This Partnership Project Note shall be construed and
interpreted in accordance with and governed by the laws of the
State of California without regard to the conflicts of laws rules
thereof.
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CALENERGY OPERATING CORPORATION,
a Delaware corporation
By:
Name:
Title:
VULCAN POWER COMPANY,
a Nevada corporation
By:
Name:
Title:
CONEJO ENERGY COMPANY,
a California corporation
By:
Name:
Title:
NIGUEL ENERGY COMPANY,
a California corporation
By:
Name:
Title:
SAN FELIPE ENERGY COMPANY,
a California corporation
By:
Name:
Title:
BN GEOTHERMAL INC.,
a Delaware corporation
By:
Name:
Title:
DEL RANCH, L.P.,
a California limited partnership
By:
Name:
Title:
ELMORE, L.P.,
a California limited partnership
By:
Name:
Title:
LEATHERS, L.P.,
a California limited partnership
By:
Name:
Title:
VULCAN/BN GEOTHERMAL POWER COMPANY,
a Nevada general partnership
By:
Name:
Title:
CALENERGY MINERALS LLC,
a Delaware limited liability company
By:
Salton Sea Minerals Corp.,
a Delaware corporation, its
manager
By:
Name:
Title:
CE TURBO LLC,
a Delaware limited liability company
By: Magma Power Company,
a Nevada corporation, its manager
By:
Name:
Title: