THIS NOTE HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED,
SOLD OR OFFERED FOR SALE IN VIOLATION OF SUCH ACT
NONRECOURSE PROMISSORY LESSOR NOTE NO. 2, DUE IN
A SERIES OF INSTALLMENTS OF PRINCIPAL
WITH FINAL PAYMENT DATE
OF JUNE 30, 2011
Issued at: New York, New York
Issue Date: December 17, 1997
Wilmington Trust Company and NationsBank, N.A., not in their individual
capacities but solely as Owner Trustee, hereby promise to pay to OPC Scherer
1997 Funding Corporation A (the "Funding Corporation"), or its registered
assigns, the principal sum of FORTY-TWO MILLION SEVEN HUNDRED FIFTY-SEVEN
THOUSAND AND NO/100 DOLLARS ($42,757,000.00), which is due and payable in a
series of installments of principal with a final payment date of June 30, 2011,
as provided below, together with simple interest at the rate of six and nine
hundred seventy-four thousandths percent (6.974)% per annum on the principal
remaining unpaid from time to time; provided, however, that from, after, and so
long as, the Facility Bonds shall bear Additional Interest (as defined in the
Collateral Trust Indenture), each installment of principal remaining unpaid
shall accrue interest (in addition to the stated interest on this Series 1997
Refunding Lessor Note) at a rate of one quarter of one percent (0.25%) per annum
(such additional amount payable under this Series 1997 Refunding Lessor Note,
the "Additional Lessor Note Interest"), from and including the date the Facility
Bonds shall begin to accrue Additional Interest until and including the last day
the Facility Bonds shall accrue Additional Interest.
Interest on the outstanding principal amount under this Series 1997
Refunding Lessor Note shall be due and payable semiannually at the rate
specified above, commencing on June 30, 1998, and on each June 30th and December
31st thereafter until the principal of this Series 1997 Refunding Lessor Note is
paid in full or made available for payment. Interest shall be calculated at the
rate specified above, computed on the basis of a 360-day year of twelve 30-day
months, except with respect to Additional Interest, which shall be computed on
the basis of a 365 or 366-day year, as the case may be. The principal of this
Series 1997 Refunding Lessor Note shall be due and payable in consecutive
semiannual installments on each June 30th and December 31st, commencing on June
30, 1998, and ending on the payment date for the final installment of principal
set forth above, and each such installment of principal shall be in the amount,
if any, set forth in Schedule 1 attached hereto in the column headed "Principal
Amount Payable" with respect to the date of such installment, provided that the
final installment of principal shall be equal to the then unpaid principal
balance of this Series 1997 Refunding Lessor Note.
Capitalized terms used in this Series 1997 Refunding Lessor Note which are
not otherwise defined herein shall have the meanings ascribed thereto in the
Restated Indenture (as hereinafter defined).
Interest on any overdue principal and premium, if any, and (to the extent
permitted by applicable law) any overdue interest shall be paid, on demand, from
the due date thereof at the Stipulated Interest Rate for the period during which
any such principal, premium or interest shall be overdue computed on the basis
of a 360-day year of twelve 30-day months.
In the event any date on which a payment is due under this Series 1997
Refunding Lessor Note is not a Business Day, then payment thereof may be made on
the next succeeding Business Day with the same force and effect as if made on
the date on which such payment was due.
Except as otherwise specifically provided in the Restated Indenture, all
payments of principal, premium, if any, and interest to be made by Owner Trustee
hereunder and under the Amended and Restated Indenture of Trust, Deed to Secure
Debt and Security Agreement No. 2, dated December 1, 1997 (the "Restated
Indenture"), between Wilmington Trust Company and NationsBank, N.A., acting
through its agent, The Bank of New York, collectively as "Owner Trustee" under
the Trust Agreement No. 2, dated December 30, 1985, with DFO Partnership, as
assignee of Ford Motor Credit Company, and The Bank of New York Trust Company of
Florida, N.A., a national banking association, as Indenture Trustee, shall be
made only from the Indenture Estate and the Indenture Trustee shall have no
obligation for the payment thereof except to the extent that the Indenture
Trustee shall have sufficient income or proceeds from the Indenture Estate to
make such payments in accordance with the terms of Article 3 of the Restated
Indenture; and, except as expressly provided in the Restated Indenture or the
Participation Agreement, neither Owner Trustee nor Owner Participant shall have
any obligation for payments in respect of this Series 1997 Refunding Lessor Note
or under the Restated Indenture except from the Indenture Estate. The holder
hereof, by its acceptance of this Series 1997 Refunding Lessor Note agrees that
it will look solely to the income and proceeds from the Indenture Estate to the
extent available for distribution to the holder hereof, as herein provided and
that, except as expressly provided in the Restated Indenture or the
Participation Agreement, neither Owner Participant, Owner Trustee, Bank, Georgia
Bank nor Indenture Trustee is or shall be personally liable to the holder hereof
for any amounts payable under this Series 1997 Refunding Lessor Note or under
the Restated Indenture, or for any performance to be rendered under the Restated
Indenture or any Operative Document or for any liability under the Restated
Indenture or any Operative Document.
The principal of, premium, if any, and interest on this Series 1997
Refunding Lessor Note shall be paid by the Indenture Trustee by transferring for
the account of the holder of this Series 1997 Refunding Lessor Note, the amount
then due and payable in immediately available funds to a banking institution
with bank wire transfer facilities designated by the holder of this Series 1997
Refunding Lessor Note to Indenture Trustee, such transfer to be subject to
telephonic confirmation of payment, to the extent specified
by such Noteholder, or in the absence of such designation, by mailing a check
for such amount payable in New York Clearing House funds to such Noteholder at
the last address of the Noteholder appearing on the Note Register, or by any
other method authorized by the Restated Indenture and specified in notice from
such Noteholder to Indenture Trustee, without any presentment or surrender of
this Series 1997 Refunding Lessor Note, except that, in the case of the final
payment in respect of this Series 1997 Refunding Lessor Note, this Series 1997
Refunding Lessor Note shall be surrendered to Indenture Trustee. All payments
due with respect to this Series 1997 Refunding Lessor Note shall be made (i) as
soon as practicable prior to the close of business on the date the amounts to be
distributed by Indenture Trustee are actually received by Indenture Trustee if
such amounts are received by 10:00 a.m., New York City Time, on a Business Day
or (ii) on the next succeeding Business Day if received after such time or if
received on any day other than a Business Day. Prior to due presentment for
registration of transfer of this Series 1997 Refunding Lessor Note, Owner
Trustee and Indenture Trustee may deem and treat the Person in whose name this
Series 1997 Refunding Lessor Note is registered on the Note Register (including
any pledgee designated pursuant to Section 2.8 of the Restated Indenture) as the
absolute owner and holder of this Series 1997 Refunding Lessor Note for the
purpose of receiving payment of all mounts payable with respect to this Series
1997 Refunding Lessor Note and for all other purposes, and neither Owner Trustee
nor Indenture Trustee shall be affected by any notice to the contrary (other
than from any such pledgee). All payments made on this Series 1997 Refunding
Lessor Note in accordance with the provisions of this paragraph shall be valid
and effective to satisfy and discharge the liability on this Series 1997
Refunding Lessor Note to the extent of the sums so paid and neither Indenture
Trustee nor Owner Trustee shall have any liability in respect of such payment.
The holder hereof, by its acceptance of this Series 1997 Refunding Lessor
Note, agrees that each payment received by it hereunder shall be applied in the
manner set forth in Section 2.7 of the Restated Indenture, which provides that
each payment on the Series 1997 Refunding Lessor Note shall be applied as
follows: first, to the payment of accrued interest (including interest on
overdue principal and, to the extent permitted by Applicable Law, overdue
interest) on this Series 1997 Refunding Lessor Note to the date of such payment;
second, to the payment of the principal amount of, and premium, if any, on this
Series 1997 Lessor Refunding Note then due (including any overdue installments
of principal) thereunder; and third, to the extent permitted by Section 2.10 of
the Restated Indenture, the balance, if any, remaining thereafter, to the
payment of the principal amount of, and premium, if any, on this Series 1997
Refunding Lessor Note.
This Series 1997 Refunding Lessor Note is the Series 1997 Refunding Lessor
Note referred to in the Restated Indenture. The Restated Indenture also permits
the issuance of Additional Notes, as provided in Section 2.12 of the Restated
Indenture, and the several Notes may be for varying principal amounts and may
have different maturity dates, interest rates, redemption provisions and other
terms. The properties of Owner Trustee included in the Indenture Estate are
pledged or mortgaged to Indenture Trustee to the extent provided in the Restated
Indenture as security for the payment of the principal of and premium, if any,
and interest on this Series 1997 Refunding Lessor Note and all other Notes
issued and outstanding from time to time under the Restated Indenture.
Reference is hereby made to the Restated Indenture for a statement of the
rights of the holder of, and the nature and extent of the security for, this
Series 1997 Refunding Lessor Note and of the rights of, and the nature and
extent of the security for, the holders of the other Notes and of certain rights
of Owner Trustee and Owner Participant, as well as for a statement of the terms
and conditions of the trust created by the Restated Indenture, to all of which
terms and conditions the holder hereof agrees by its acceptance of this Series
1997 Refunding Lessor Note.
This Series 1997 Refunding Lessor Note is subject to redemption, in whole
or in part as contemplated by the Restated Indenture, at the applicable
redemption prices (expressed as a percentage of principal amount) for the
Redemption Dates set forth in Schedule 2 attached hereto (collectively, the
"Premium Redemption Prices") in the case of redemptions under the circumstances
set forth in Sections 2.10(d)(i), (ii) and (iii)(B) of the Restated Indenture
and for one hundred percent (100%) of the unpaid principal balance hereof in the
circumstances described in Section 2.10(a) (to the extent it pertains to this
Series 1997 Refunding Lessor Note) and Section 2.10(d)(iii)(A) and (iv) of the
Restated Indenture, in each case together with interest accrued to the
Redemption Date; provided, however, that no such redemption shall be made until
notice thereof is given by Indenture Trustee to the holder hereof as provided in
the Restated Indenture.
In case an Event of Loss under the Lease shall occur under circumstances
therein described relating to the regulation of Owner Participant or any of its
Affiliates as a Public Utility or a Holding Company or under other certain
federal and state public utility laws, the obligations of Owner Trustee under
this Series 1997 Refunding Lessor Note may be assumed in whole by Lessee,
subject to the conditions set forth in Section 2.10(b) of the Restated
Indenture; provided, however, that no such assumption shall be made if the
regulation of Owner Participant or its Affiliate is not materially adverse to
such Person, nor shall such an assumption be made if an Indenture Default or an
Indenture Event of Default shall have occurred and be continuing or if certain
other conditions specified in the Restated Indenture are not met.
In case an Indenture Event of Default shall occur and be continuing, the
unpaid balance of the principal of this Series 1997 Refunding Lessor Note
together with all accrued but unpaid interest thereon may, subject to certain
rights of Owner Trustee and Owner Participant contained or referred to in the
Restated Indenture, be declared or may become due and payable in the manner and
with the effect provided in the Restated Indenture.
There shall be maintained at the Indenture Trustee Office a register for
the purpose of registering transfers and exchanges of Notes in the manner
provided in the Restated Indenture. The transfer of this Series 1997 Refunding
Lessor Note is registrable, as provided in the Restated Indenture, upon
surrender of this Series 1997 Refunding Lessor Note for registration of transfer
duly accompanied by a written instrument of transfer duly executed by or on
behalf of the registered holder hereof, together with the amount of any
applicable transfer taxes.
This Series 1997 Refunding Lessor Note shall be governed by the laws of the
state of Georgia.
IN WITNESS WHEREOF, Owner Trustee has caused this Series 1997 Refunding
Lessor Note to be duly executed as of the date hereof.
WILMINGTON TRUST COMPANY,
not in its individual capacity
but solely as Owner Trustee
By: /s/ Roseline K. Maney
-------------------------------
Name: Roseline K. Maney
-------------------------------
Title: Senior Financial Services Officer
---------------------------------
NATIONSBANK, N.A., acting
through its agent, THE BANK OF NEW YORK,
not in its individual capacity, but
solely as Owner Trustee
By: /s/ Stefan Victory
-------------------------------
Name: Stefan Victory
-------------------------------
Title: Agent
------------------------------
(Signatures continued on next page)
This is one of the Notes referred to in the within-mentioned Restated Indenture.
THE BANK OF NEW YORK TRUST
COMPANY OF FLORIDA, N.A.
as Indenture Trustee
By: /s/ Howard L. Shellkopf
------------------------
Name: Howard L. Shellkopf
------------------------
Title: Agent
-----------------------
SCHEDULE 1
TO SERIES 1997 REFUNDING LESSOR NOTE
Schedule of Principal Amortization
Principal Principal
Amount Amount Interest
Payment Date Payable Paid Paid
- ------------------------- --------------- --------------- ---------------
June 30, 1998............ 42,757,000.00
December 31, 1998........ 41,222,000.00
June 30, 1999............ 41,222,000.00
December 31, 1999........ 38,895,000.00
June 30, 2000............ 38,895,000.00
December 31, 2000........ 36,466,000.00
June 30, 2001............ 36,466,000.00
December 31, 2001........ 33,927,000.00
June 30, 2002............ 33,927,000.00
December 31, 2002........ 29,825,000.00
June 30, 2003............ 29,825,000.00
December 31, 2003........ 25,390,000.00
June 30, 2004............ 25,390,000.00
December 31, 2004........ 20,645,000.00
June 30, 2005............ 20,645,000.00
December 31, 2005........ 15,569,000.00
June 30, 2006............ 15,569,000.00
December 31, 2006........ 10,173,000.00
June 30, 2007............ 4,146,000.00
December 31, 2007........ 4,146,000.00
June 30, 2008............ 0.00
S-I-1
SCHEDULE 2
TO SERIES 1997 REFUNDING LESSOR NOTE
Twelve Month Period Beginning Premium Redemption Prices
- ----------------------------- -------------------------
December 17, 1997 through December 31, 1997 (1).... 106.974%
January 1, 1998.................................... 106.974
January 1, 1999.................................... 106.438
January 1, 2000.................................... 105.901
January 1, 2001.................................... 105.365
January 1, 2002.................................... 104.828
January 1, 2003.................................... 104.292
January 1, 2004.................................... 103.755
January 1, 2005.................................... 103.219
January 1, 2006.................................... 102.682
January 1, 2007.................................... 102.146
January 1, 2008.................................... 101.609
January 1, 2009.................................... 101.073
January 1, 2010.................................... 100.536
January 1, 2011.................................... 100.000
- --------------------
(1) Partial period.
S-II-1
EXPLANATORY STATEMENT TO
NONRECOURSE PROMISSORY LESSOR NOTE NO. 2
Except as described below, the following agreements are substantially
similar in all material respects to Nonrecourse Promissory Lessor Note No. 2,
dated as of December 17, 1997, made by Wilmington Trust Company and
NationsBank, N.A., not in their individual capacities but solely as Owner
Trustee, in favor of OPC Scherer 1997 Funding Corporation A ("Lessor Note No.
2"):
1. Nonrecourse Promissory Lessor Note No. 1, dated as of December 17, 1997,
made by Wilmington Trust Company and NationsBank, N.A., not in their
individual capacities but solely as Owner Trustee, in favor of OPC
Scherer 1997 Funding Corporation A ("Lessor Note No. 1");
2. Nonrecourse Promissory Lessor Note No. 3, dated as of December 17, 1997,
made by Wilmington Trust Company and NationsBank, N.A., not in their
individual capacities but solely as Owner Trustee, in favor of OPC
Scherer 1997 Funding Corporation A ("Lessor Note No. 3"); and
3. Nonrecourse Promissory Lessor Note No. 4, dated as of December 17, 1997,
made by Wilmington Trust Company and NationsBank, N.A., not in their
individual capacities but solely as Owner Trustee, in favor of OPC
Scherer 1997 Funding Corporation A ("Lessor Note No. 4");
The following sets forth the material differences between Lessor Note
No. 2 and Lessor Note No. 1, Lessor Note No. 3 and Lessor Note No. 4:
1. Schedule 1 to Lessor Note No. 1, Lessor Note No. 3 and Lessor Note No. 4
is attached as Exhibits A through C, respectively.
EXHIBIT A
SCHEDULE 1
TO SERIES 1997 REFUNDING LESSOR NOTE
Schedule of Principal Amortization
Principal Principal
Amount Amount Interest
Payment Date Payable Paid Paid
- --------------------------- --------------------------- --------------------------- ---------------------------
June 30, 1998 81,506,000.00
December 31, 1998 78,802,000.00
June 30, 1999 78,802,000.00
December 31, 1999 75,007,000.00
June 30, 2000 75,007,000.00
December 31, 2000 70,937,000.00
June 30, 2001 70,937,000.00
December 31, 2001 66,871,000.00
June 30, 2002 66,871,000.00
December 31, 2002 62,619,000.00
June 30, 2003 62,619,000.00
December 31, 2003 58,173,000.00
June 30, 2004 58,173,000.00
December 31, 2004 53,523,000.00
June 30, 2005 53,523,000.00
December 31, 2005 48,661,000.00
June 30, 2006 48,661,000.00
December 31, 2006 43,560,000.00
June 30, 2007 37,385,000.00
December 31, 2007 37,385,000.00
June 30, 2008 28,617,000.00
December 31, 2008 28,617,000.00
June 30, 2009 19,215,000.00
December 31, 2009 19,215,000.00
June 30, 2010 9,134,000.00
December 31, 2010 9,134,000.00
June 30, 2011 0.00
A-1
EXHIBIT B
SCHEDULE 1
TO SERIES 1997 REFUNDING LESSOR NOTE
Schedule of Principal Amortization
Principal Principal
Amount Amount Interest
Payment Date Payable Paid Paid
- --------------------------- --------------------------- --------------------------- ---------------------------
June 30, 1998 43,237,000.00
December 31, 1998 42,688,000.00
June 30, 1999 42,688,000.00
December 31, 1999 40,438,000.00
June 30, 2000 40,438,000.00
December 31, 2000 38,083,000.00
June 30, 2001 38,083,000.00
December 31, 2001 35,620,000.00
June 30, 2002 35,620,000.00
December 31, 2002 33,041,000.00
June 30, 2003 33,041,000.00
December 31, 2003 29,095,000.00
June 30, 2004 29,095,000.00
December 31, 2004 24,771,000.00
June 30, 2005 24,771,000.00
December 31, 2005 20,145,000.00
June 30, 2006 20,099,000.00
December 31, 2006 15,225,000.00
June 30, 2007 9,744,000.00
December 31, 2007 9,744,000.00
June 30, 2008 3,853,000.00
December 31, 2008 3,853,000.00
June 30, 2009 0.00
B-1
EXHIBIT C
SCHEDULE 1
TO SERIES 1997 REFUNDING LESSOR NOTE
Schedule of Principal Amortization
Principal Principal
Amount Amount Interest
Payment Date Payable Paid Paid
- --------------------------- --------------------------- --------------------------- ---------------------------
June 30, 1998 57,202,000.00
December 31, 1998 55,435,000.00
June 30, 1999 55,435,000.00
December 31, 1999 52,695,000.00
June 30, 2000 52,695,000.00
December 31, 2000 49,830,000.00
June 30, 2001 49,830,000.00
December 31, 2001 46,834,000.00
June 30, 2002 46,834,000.00
December 31, 2002 43,700,000.00
June 30, 2003 43,700,000.00
December 31, 2003 40,410,000.00
June 30, 2004 36,897,000.00
December 31, 2004 36,897,000.00
June 30, 2005 33,246,000.00
December 31, 2005 33,246,000.00
June 30, 2006 27,807,000.00
December 31, 2006 27,807,000.00
June 30, 2007 21,607,000.00
December 31, 2007 21,607,000.00
June 30, 2008 14,959,000.00
December 31, 2008 14,959,000.00
June 30, 2009 7,831,000.00
December 31, 2009 7,831,000.00
June 30, 2010 188,000.00
December 31, 2010 188,000.00
June 30, 2011 0.00
C-1