Exhibit 10.4(c)
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SERIES B
PROMISSORY NOTE
$4,455,360 Tehachapi, California
December 16, 1985
FOR VALUE RECEIVED, ZOND WINDSYSTEM PARTNERS, LTD., Series 85-B,
a California Limited Partnership (the "Partnership") hereby promises to pay to
the order of ZOND CONSTRUCTION CORPORATION III, a California corporation ("ZCC
III"), at 112 South Curry Street, Tehachapi, California 93561, or at such other
address as may be designated by ZCC III from time to time in writing, in lawful
money of the United States of America, the principal sum of FOUR MILLION FOUR
HUNDRED FIFTY-FIVE THOUSAND THREE HUNDRED SIXTY DOLLARS ($4,455,360), together
with interest thereon as provided for below and, upon demand, all costs
(including without limitation reasonable attorney's fees) properly incurred in
connection with the enforcement of, and the collection of all amounts due under,
this Series B Promissory Note (this "Promissory Note").
Simple interest shall accrue on the outstanding principal
balance of this Promissory Note from and after December 16, 1985 at a rate of
11.25% per annum, computed on the basis of the actual number of days elapsed
over a 360-day year.
The Partnership promises to pay the principal amount of this
Promissory Note, together with simple interest accrued at a rate set forth above
on the outstanding balance of such principal amount, in thirty-two equal,
semi-annual, installments, each in the amount of THREE HUNDRED THREE THOUSAND
TWO HUNDRED FORTY-SEVEN AND 48/100 DOLLARS ($303,247.48), consisting of
principal and accrued interest. The first such installment shall be paid on the
six month anniversary date of the date set forth in the immediately preceding
paragraph, the second such installment shall be paid on the twelve month
anniversary date of the date set forth in the immediately preceding paragraph
and thereafter one installment each shall be paid at six month intervals on the
dates in each year commencing from the year 1987 and continuing through the year
2001 which correspond to the sixth month and twelfth month anniversary dates of
the date set forth in the immediately preceding paragraph.
This Note has been issued and is secured pursuant to a Purchase
Note and Security Agreement (Series B) [the "Agreement"] dated as of November 7,
1985 between the Partnership and ZCC III and is further secured by a Series B
Deed of Trust and Assignment of Rents dated as of November 7, 1985 (the "Deed of
Trust") made by the Partnership in favor of ZCC III. Upon the occurrence of an
Event of Default (as defined in the Agreement) or an event of default as
provided for in Section 4.01 of the Deed of Trust, the same not having been
cured during any applicable cure period provided for in the Agreement or the
Deed of Trust, ZCC III may, at its election, declare all unpaid principal of,
and all unpaid interest accrued under, this Promissory Note to be immediately
due and payable, and, in the event such amounts are not immediately paid upon
demand therefor, ZCC III may exercise its rights as a secured party under the
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Agreement and/or as the beneficiary under the Deed of Trust, to foreclose on the
security interests granted to ZCC III under the Agreement and/or the Deed of
Trust. This Promissory Note shall be without recourse to the Partnership, and in
the event of any failure by the Partnership to pay any amount when due or
payable (at the stated time of maturity or upon acceleration or otherwise) under
this Promissory Note, ZCC III's sole recourse shall be to the security provided
for with respect to this Promissory Note in the Agreement and the Deed of Trust
and the Partnership shall in no event be personally liable under this Promissory
Note.
This Promissory Note is subject to mandatory prepayment in
accordance with the provisions of the Agreement. Except for any such mandatory
prepayments, no prepayments of principal or interest shall be permitted during
the five-year period commencing from the date of issuance of this Promissory
Note. After the expiration of such five-year period, prepayments of principal
may be made at any time provided that any such prepayment is accompanied by
payment of all accrued interest thereon and by additional payment of a premium
calculated by multiplying the outstanding balance of principal immediately prior
to such pre-payment by a percentage equal to the product of (a) 11.25% and (b)
the applicable fraction set forth below next to the specified anniversary date
of the date of issuance of this Promissory Note which immediately precedes the
date on which any such prepayment is made:
Anniversary Date Applicable Fraction
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6th 10/15
7th 9/15
8th 8/15
9th 7/15
10th 6/15
11th 5/15
12th 4/15
13th 3/15
14th 2/15
15th 1/15
16th and after 0
Any optional prepayment shall be applied against payments due under the
Promissory Note in reverse order of maturity.
All payment to be made under this Promissory Note shall be
unconditional, and shall not be subject to offset, defense or counterclaim until
all amounts payable under this Promissory Note have been paid in full.
The Partnership hereby waives presentment, demand, protest or
notice of any kind in connection with this Promissory Note, except to the extent
such waiver is not permitted by law.
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This Promissory Note shall be construed in accordance with and
governed by the laws of the State of California.
ZOND WINDSYSTEM PARTNERS, LTD.
SERIES 85-B, a California Limited
Partnership
By ZOND WINDSYSTEMS
MANAGEMENT CORPORATION IV,
Its Authorized General Partner
By /s/ Craig A. Anderson
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Craig A. Anderson,
Senior Vice President - General Counsel
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Date printed 05-Dec-85
ZOND SYSTEMS, INC.
LOAN AMORTIZATION SCHEDULE: SEMI- SERIES 85-B PURCHASE NOTE - 3rd 62
ANNUAL TURBINES
FILE NAME: LNAMSEMI
PRINCIPAL AMOUNT ) 4,455,360 EQUAL AMORTIZATION ) 1
TERMS IN YEARS ) 16 EQUAL PRINCIPAL ) 2
INTEREST RATE ANNUAL ) 11.250% SEMI-ANNUAL EQUAL AMORTIZATION ) 303,247.48
LOAN AMORTIZATION ) 1 SEMI-ANNUAL EQUAL PRINCIPAL ) 139,830.00
SEMI-ANNUAL SEMI-ANNUAL SEMI-ANNUAL REMAINING
SEMI-ANNUAL BEGINNING PRINCIPAL INTEREST TOTAL PRINCIPAL
PERIOD PRINCIPAL PAID PAID PAYMENT BALANCE
- ------------- ------------- ------------- ------------- ------------- -------------
1 4,455,360.00 52,633.48 250,614.00 303,247.48 4,402,726.52
2 4,402,726.52 55,594.12 247,653.37 303,247.48 4,347,132.40
3 4,347,132.40 58,721.28 244,526.20 303,247.48 4,288,411.12
4 4,286,411.12 62,024.36 241,223.13 303,247.48 4,226,386.76
5 4,226,386.76 65,513.23 237,734.26 303,247.48 4,160,873.54
6 4,160,873.54 69,198.35 234,049.14 303,247.48 4,091,675.19
7 4,091,675.19 73,090.75 230,156.73 303,247.48 4,018,584.44
8 4,018,584.44 77,202.11 226,045.37 303,247.48 3,941,382.33
9 3,941,382.33 81,544.73 221,702.76 303,247.48 3,859,837.61
10 3,859,837.61 86,131.62 217,115.87 303,247.48 3,773,705.99
11 3,773,705.99 90,976.52 213,270.96 303,247.48 3,682,729.47
12 3,682,729.47 96,093.95 207,153.53 303,247.48 3,586,635.52
13 3,586,635.52 101,499.23 201,748.25 303,247.48 3,485,136.29
14 3,485,136.29 107,208.57 196,038.92 303,247.48 3,377,927.72
15 3,377,927.72 113,239.05 190,008.43 303,247.48 3,264,688.67
16 3,264,688.57 119,608.74 183,638.74 303,247.48 3,145,079.93
17 3,145,079.93 126,336.74 175,910.75 303,247.48 3,018,743.19
18 3,018,743.19 133,443.18 169,804.30 303,247.48 2,885,300.02
19 2,885,300.02 140,949.36 162,298.13 303,247.48 2,744,350.66
20 2,744,350.66 148,877.76 154,369.72 303,247.48 2,595,472.90
21 2,595,472.90 157,252.13 145,995.35 303,247.48 2,438,220.77
22 2,438,220.77 166,097.56 137,149.92 303,247.48 2,272,123.21
23 2,272,123.21 175,440.55 127,806.93 303,247.48 2,096,682.66
24 2,096,683.56 185,309.06 117,938.40 303,247.48 1,911,373.57
25 1,911,373.57 195,732.72 107,514.76 303,247.48 1,715,640.86
26 1,715,640.86 206,742.68 96,504.80 303,247.48 1,508,898.17
27 1,508,898.17 218,371.96 84,875.52 303,247.48 1,290,526.21
28 1,290,526.22 230,655.38 72,592.10 303,247.48 1,059,870.83
29 1,059,870.83 243,629.75 59,617.73 303,247.48 816,241.08
30 816,241.08 257,333.92 45,913.56 303,247.48 558,907.16
31 558,907.16 271,808.95 31,438.53 303,247.48 287,098.23
32 287,098.21 287,098.20 16,149.28 303,247.48 0.00
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