EXHIBIT 4.13 (a)
SALTON SEA PROJECT NOTE (SSI)
$246,483,000 October ___, 1998
For value received, the undersigned, SALTON SEA POWER
GENERATION L.P., a California limited partnership, SALTON SEA
BRINE PROCESSING L.P., a California limited partnership, FISH
LAKE POWER COMPANY, a Delaware corporation, and SALTON SEA POWER
L.L.C., a Delaware limited liability company (collectively, the
"Salton Sea 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 $246,483,000, or if less, the
aggregate unpaid and outstanding principal amount of this Salton
Sea Project Note advanced by Funding Corporation to the Salton
Sea Guarantors pursuant to that certain Amended and Restated
Credit Agreement (the "Salton Sea Credit Agreement"), dated as of
the date hereof by and among the Salton Sea Guarantors and
Funding Corporation, and as the same may be amended from time to
time, and all other amounts owed by the Salton Sea Guarantors to
Funding Corporation hereunder.
This Salton Sea Project Note is entered into pursuant
to the Salton Sea 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 Salton Sea 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 Salton Sea Guarantors and the rights of the holder of this
Salton Sea Project Note.
The principal amount hereof is payable in accordance
with the Salton Sea Credit Agreement, and such principal amount
may be prepaid solely in accordance with the Salton Sea Credit
Agreement.
The Salton Sea 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 Salton Sea
Credit Agreement, and the Salton Sea Guarantors agree to pay
other fees and costs as stated in the Salton Sea Credit
Agreement.
Upon the occurrence of any one or more Credit Agreement
Events of Default (as defined in Section 5.1 of the Salton Sea
Credit Agreement), all amounts then remaining unpaid under this
Salton Sea Project Note may become or be declared to be
immediately due and payable as provided in the Salton Sea 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
Salton Sea Guarantors.
The obligations hereunder are subject to the
limitations set forth in Section 6.11 of the Salton Sea Credit
Agreement, the provisions of which are hereby incorporated by
reference.
This Salton Sea 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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SALTON SEA POWER GENERATION L.P.,
a
California limited partnership
By:
SALTON SEA POWER COMPANY,
a
Nevada corporation, its general
partner
By: /s/ Craig M. Hammett
Name: Craig M. Hammett
Title: Senior Vice President
SALTON SEA BRINE PROCESSING L.P.,
a
California limited partnership
By:
SALTON SEA POWER COMPANY,
a
Nevada corporation, its general
partner
By: /s/ Craig M. Hammett
Name: Craig M. Hammett
Title: Senior Vice President
FISH LAKE POWER COMPANY,
a Delaware
corporation
By: /s/ Craig M. Hammett
Name: Craig M. Hammett
Title: Senior Vice President
SALTON SEA POWER L.L.C.,
a Delaware limited liability
company
By: CE SALTON SEA INC.,
a Delaware corporation, its
manager
By: /s/ Craig M. Hammett
Name: Craig M. Hammett
Title: Senior Vice President