EXHIBIT 4.33
PARTNERSHIP PROJECT NOTE
$54,956,000 June 20, 1996
For value received, the undersigned, CALENERGY OPERATING
COMPANY, 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, and VULCAN/BN GEOTHERMAL POWER
COMPANY, a Nevada general partnership (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 Chemical Trust Company of California, a
California corporation, located at 50 California Street, 10th Floor, San
Francisco, California 94111, in lawful currency of the United States of
America and in immediately available funds, the principal amount of Fifty Four
Million Nine Hundred Fifty Six Thousand Dollars ($54,956,000), 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 Amended and Restated Credit Agreement (Partnership Guarantors)
dated as of June 20, 1996 (the "Partnership Credit Agreement") by and between
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 Second
Supplemental Indenture dated as of the date hereof, the "Indenture"), by and
between Funding Corporation and Chemical Trust Company of California, a
California corporation, 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.
CALENERGY OPERATING COMPANY,
a Delaware corporation
By: /s/ John G. Sylvia
Name: John G. Sylvia
Title: Senior Vice President
VULCAN POWER COMPANY,
a Nevada corporation
By: /s/ John G. Sylvia
Name: John G. Sylvia
Title: Senior Vice President
CONEJO ENERGY COMPANY,
a California corporation
By: /s/ John G. Sylvia
Name: John G. Sylvia
Title: Senior Vice President
NIGUEL ENERGY COMPANY,
a California corporation
By: /s/ John G. Sylvia
Name: John G. Sylvia
Title: Senior Vice President
SAN FELIPE ENERGY COMPANY,
a California corporation
By: /s/ John G. Sylvia
Name: John G. Sylvia
Title: Senior Vice President
BN GEOTHERMAL INC.,
a Delaware corporation
By: /s/ John G. Sylvia
Name: John G. Sylvia
Title: Senior Vice President
DEL RANCH, L.P.,
a California limited partnership
By: /s/ John G. Sylvia
Name: John G. Sylvia
Title: Senior Vice President
ELMORE, L.P.,
a California limited partnership
By: /s/ John G. Sylvia
Name: John G. Sylvia
Title: Senior Vice President
LEATHERS, L.P.,
a California limited partnership
By: /s/ John G. Sylvia
Name: John G. Sylvia
Title: Senior Vice President
VULCAN/BN GEOTHERMAL POWER COMPANY,
a Nevada general partnership
By: /s/ John G. Sylvia
Name: John G. Sylvia
Title: Senior Vice President