Exhibit 10.5(d)
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SUPPLEMENTAL SECURITY AGREEMENT
(Series B)
This Supplemental Security Agreement (the "Security Agreement") is made
as of June 30, 1992, by Zond windsystem Partners, Ltd. Series 85-B, a California
limited partnership ("Debtor"), to and for the benefit of Zond Windsystems
Holding Company (formerly known as Zond Construction Corporation III), a
California corporation ("ZWHC"), and supplements that certain Purchase Note and
Security Agreement (Series B), dated as of November 7, 1985 (as heretofore and
hereafter amended and supplemented, the "Series B Note Agreement"). Capitalized
terms used and not defined herein shall have the meanings ascribed to them in
the Series B Note Agreement.
1. As a supplement to the security interests granted to ZWHC under
the Series B Note Agreement and as required by Section 8.2 of the Series B Note
Agreement, the Debtor hereby grants to ZWHC, and ZWHC shall have, to further
secure the Series B Purchase Notes and any and all payment obligations of the
Debtor under the Series B Note Agreement and the Deed of Trust, a security
interest in all of Debtor's rights, title and interests in and to the following:
(a) Amended and Restated Interconnection Facilities
Agreement (Monolith Projects) dated November 15, 1988 between Zond Systems,
Inc., a California corporation "Zond"), and Southern California Edison Company
("SCE"), as amended by that certain Amendment No. 1 dated October 11, 1989 among
Zond, SCE and Victory Garden Phase IV Partnership, a California general
partnership ("VGIV"), and that certain Amendment No. 2 among Zond, SCE, VGIV,
Helzel and Schwarzhoff, a California general partnership ("H&S"), Zond
Windsystem Partners, Ltd., Series 85-A, a California limited partnership
("Series 85-A"), and Debtor, as further amended or modified from time to time.
(b) Amended and Restated Interconnection Facilities
Agreement Co-Ownership Agreement dated as of June 30, 1992 among Zond, VGIV,
H&S, Debtor and Series 85-A, as further amended or modified from time to time.
(c) Series B Power Co-Ownership Agreement dated as of August
30, 1990 between Zond and Debtor, as amended or modified from time to time.
(d) Agreement Among Co-Tenants dated as of December 13, 1990
among Zond, VGIV, H&S, Debtor, Series 85-A and Sky River Partnership, a
California general partnership ("Sky River"), as amended by that certain First
Amendment to Agreement Among Co-Tenants (230 kv line) dated as of June 30, 1992
among Zond, VGIV, H&S, Debtor, Series 85-A, ZWHC and Sky River, as further
amended or modified from time to time.
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(e) License Agreement dated as of June 30, 1992 among Zond,
Debtor, Series 85-A, Zond Windsystem Partners, Ltd., Series 85-C, a California
limited partnership ("Series 85-C"), and ZWHC, as amended or modified from time
to time.
(f) Second Amendment to Series B Deed of Trust and
Assignment of Rents dated as of June 30, 1992 between Debtor and ZWHC.
(g) Amendment No. 1 to the Power Agreement dated
September 20, 1985 between SCE and Zond.
(h) Amendment No. 2 to the Power Agreement dated
September 13, 1989 between SCE and Debtor.
(i) Amendment No. 3 to the Power Agreement dated
October 31, 1991 among SCE, Debtor and Zond.
(j) Consent to Partial Termination of the Long-Term Power
Purchase Contract by SCE, dated December 26, 1991.
(k) Second Amendment to Series B Grant of Easement (Western
Access) dated as of June 30, 1992 between Zond and Debtor.
(l) Second Amendment to Series B Grant of Easement
(Interconnect) dated as of June 30, 1992 between Zond and Debtor.
(m) Right of Way Agreement and Grant of Easement dated as of
June 30, 1992 from Zond to Debtor Series 85-A and ZWHC.
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2. Each of the agreements described in (i) Section 1(a)-(1) above
shall be deemed a part of the "Intangible Collateral" under and for all purposes
of the Series A Note Agreement and (ii) Section 1(m) above shall be deemed a
part of the "Windsystem Collateral" under and for all purposes of the Series A
Note Agreement, and the grant of the security interests made herein by the
Debtor to ZWHC shall be subject to the terms and provisions of the Series A Note
Agreement, with respect to the security itnerests granted by the Debtor
thereunder, including, without limitation, Sections 2.4 and 2.5 thereof.
3. The Debtor agrees that it will execute, acknowledge and deliver
such further documents and do such futher acts and things as may be requested by
ZWHC in order to fully effect the purposes of this Security Agreement.
4. The Debtor hereby consents to the assignment by ZWHC of the
security interests and all other rights granted to it herein in favor of any
lender to ZWHC.
IN WITNESS WHEREOF, the Debtor has executed and delivered this
Supplemental Security Agreement as of the date first above written.
ZOND WINDSYSTEM PARTNERS, LTD
SERIES 85-A
By: Zond Windsystems
Management Corporation III,
General Partner
By: /s/ Kenneth C. Karas
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Name: Kenneth C. Karas
Title: President
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