EXHIBIT (4)(D)
FIRST SERIES SUPPLEMENT
between
SPPC FUNDING LLC,
as Note Issuer,
and
BANKERS TRUST COMPANY OF CALIFORNIA, N.A.,
as Note Trustee
Dated as of April 9, 1999
Supplemental to the Indenture
Dated as of April 9, 1999
1
TABLE OF CONTENTS
Section 1. Designation............................................................... 1
Section 2. Initial Principal Amount; Note Interest Rate;
Scheduled Maturity Date; Final Maturity Date.............................. 1
Section 3. Authentication Date; Payment Dates; Expected
Amortization Schedule for Principal; Quarterly
Interest; Required Amortization Level; No Premium......................... 2
Section 4. Minimum Denominations..................................................... 3
Section 5. Certain Defined Terms..................................................... 3
Section 6. Delivery of the Series 1999-1 Notes;
Form of the Series 1999-1 Notes........................................... 3
Section 7. Ratification of Indenture................................................. 3
Section 8. Counterparts.............................................................. 3
Section 9. Governing Law............................................................. 3
Section 10. Trust Obligation.......................................................... 3
Schedules and Exhibits
----------------------
Schedule A Expected Amortization Schedule
Schedule B Required Overcollateralization Level
Exhibit A Form of Note
2
FIRST SERIES SUPPLEMENT
Authorizing the Issuance of
$24,000,000 Aggregate Principal Amount of
6.40% Notes, Series 1999-1
FIRST SERIES SUPPLEMENT, dated as of April 9, 1999 (this "Supplement"), by
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and between SPPC FUNDING LLC, a Delaware limited liability company (the "Note
----
Issuer"), and BANKERS TRUST COMPANY OF CALIFORNIA, N.A., a national banking
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association (the "Note Trustee"), as Note Trustee under the Indenture, dated as
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of April 9, 1999, between the Note Issuer and the Note Trustee (the
"Indenture").
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PRELIMINARY STATEMENT
Section 9.01 of the Indenture provides, among other things, that the Note
Issuer and the Note Trustee may at any time and from time to time enter into one
or more indentures supplemental to the Indenture for the purposes of authorizing
the issuance by the Note Issuer of a Series of Notes and specifying the terms
thereof. The Note Issuer has duly authorized the creation of a Series of Notes
with an initial aggregate principal amount of $24,000,000 to be known as the
Note Issuer's Notes, Series 1999-1 (the "Series 1999-1 Notes"), and the Note
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Issuer and the Note Trustee are executing and delivering this Supplement in
order to provide for the Series 1999-1 Notes.
All terms used in this Supplement that are defined in the Indenture, either
directly or by reference therein, have the meanings assigned to them therein,
except to the extent such terms are defined or modified in this Supplement or
the context clearly requires otherwise. In the event that any term or provision
contained herein shall conflict with or be inconsistent with any term or
provision contained in the Indenture, the terms and provisions of this
Supplement shall govern.
SECTION 1. Designation. The Series 1999-1 Notes shall be designated
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generally as the Note Issuer's Notes, Series 1999-1.
SECTION 2. Initial Principal Amount; Note Interest Rate; Scheduled
-------------------------------------------------------
Maturity Date; Final Maturity Date. The Series 1999-1 Notes shall have the
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initial principal amount, bear interest at the rates per annum and shall have
Scheduled Maturity Dates and Final Maturity Dates as set forth below:
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Initial Principal Note Interest Scheduled Maturity Final Maturity
----------------- ------------- ------------------ --------------
Amount Rate Date Date
------ ---- ---- ----
$24,000,000 6.40% March 25, 2009 March 25, 2011
The Note Interest Rate shall be computed on the basis of a 360-day year of
twelve 30-day months.
SECTION 3. Authentication Date; Payment Dates; Expected Amortization
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Schedule for Principal; Quarterly Interest; Required Overcollateralization
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Level; No Premium.
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(a) Authentication Date. The Series 1999-1 Notes that are authenticated
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and delivered by the Note Trustee to or upon the order of the Note Issuer on
April 9, 1999 (the "Series Issuance Date") shall have as their date of
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authentication April 9, 1999.
(b) Payment Dates. The Payment Dates for the Series 1999-1 Notes are the
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March 25, June 25, September 25 and December 25 of each year, or if any such
date is not a Business Day, the next succeeding Business Day, commencing on June
25, 1999 and continuing until the earlier of repayment of the Series 1999-1
Notes in full and the Final Maturity Date for the Series 1999-1 Notes.
(c) Expected Amortization Schedule for Principal. Unless an Event of
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Default shall have occurred and be continuing, on each Payment Date, the Note
Trustee shall distribute to the Noteholders of record as of the related Record
Date amounts payable pursuant to Section 8.02(d)(vii) of the Indenture as
principal; provided, however, that in no event shall a principal payment
pursuant to this Section 3(c) on any Series of Notes on a Payment Date be
greater than the amount necessary to reduce the Outstanding Amount of such
Series of Notes to the amount specified in the Expected Amortization Schedule,
which is attached as Schedule A hereto for such Series and Payment Date.
(d) Quarterly Interest. Quarterly Interest will be payable on the Series
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1999-1 Notes on each Payment Date in an amount equal to one-fourth of the
product of (i) the applicable Note Interest Rate and (ii) the Outstanding Amount
of the Series 1999-1 Notes as of the close of business on the preceding Payment
Date after giving effect to all payments of principal made to the holders of the
Series 1999-1 Notes on such preceding Payment Date; provided, however, that with
respect to the initial Payment Date or, if no payment has yet been made,
interest on the outstanding principal balance will accrue from and including the
Series Issuance Date to, but excluding, the following Payment Date.
(e) Required Overcollateralization Level. The Required
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Overcollateralization Level for any Payment Date shall be as set forth in
Schedule B hereto.
(f) No Premium. No premium will be payable in connection with the early
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redemption of the Series 1999-1 Notes.
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SECTION 4. Minimum Denominations. The Series 1999-1 Notes shall be
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issuable in the Minimum Denomination and integral multiples thereof.
SECTION 5. Certain Defined Terms. Article One of the Indenture provides
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that the meanings of certain defined terms used in the Indenture shall, when
applied to the Notes of a particular Series, be as defined in Article One but
with such additional provisions as are specified in the related Supplement.
Additionally, Article Two of the Indenture provides that with respect to a
particular Series of Notes, certain terms will have the meanings specified in
the related Supplement. With respect to the Series 1999-1 Notes, the following
definitions shall apply:
"Minimum Denomination" shall mean $100,000 and integral multiples of
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$1,000.
"Note Interest Rate" has the meaning set forth in Section 2 of this
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Supplement.
"Payment Date" has the meaning set forth in Section 3(b) of this
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Supplement.
"Quarterly Interest" has the meaning set forth in Section 3(d) of this
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Supplement.
"Series Issuance Date" has the meaning set forth in Section 3(a) of this
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Supplement.
SECTION 6. Delivery and Payment for the Series 1999-1 Notes; Form of the
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Series 1999-1 Notes. The Note Trustee shall deliver the Series 1999-1 Notes to
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the Note Issuer when authenticated in accordance with Section 2.03 of the
Indenture.
The Series 1999-1 Notes shall be in the form of Exhibit A hereto.
SECTION 7. Ratification of Agreement. As supplemented by this Supplement,
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the Indenture is in all respects ratified and confirmed, and the Indenture, as
so supplemented by this Supplement, shall be read, taken, and construed as one
and the same instrument.
SECTION 8. Counterparts. This Supplement may be executed in any number of
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counterparts, each of which so executed shall be deemed to be an original, but
all of such counterparts shall together constitute but one and the same
instrument.
SECTION 9. Governing Law. THIS SUPPLEMENT SHALL BE CONSTRUED IN
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ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT REFERENCE TO ITS
CONFLICT OF LAWS PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
SECTION 10. Trust Obligation. No recourse may be taken, directly or
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indirectly, with respect to the obligations of the Note Issuer or the Note
Trustee on the Notes or under this Supplement or any certificate or other
writing delivered in connection herewith or therewith, against (i) the Note
Trustee in its individual capacity, (ii) any owner of a beneficial interest in
the Note Issuer or (iii) any partner, owner, beneficiary, agent, officer,
director, employee or agent of the Note Trustee in its individual capacity, any
holder of a beneficial interest in the Note Issuer or the Note Trustee or of any
successor or assign of the Note Trustee in its
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individual capacity, except as any such Person may have expressly agreed (it
being understood that the Note Trustee has no such obligations in its individual
capacity).
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IN WITNESS WHEREOF, the Note Issuer and the Note Trustee have caused this
Supplement to be duly executed by their respective officers thereunto duly
authorized as of the day of the month and year first above written.
SPPC FUNDING LLC, as Note Issuer,
By: ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Treasurer
BANKERS TRUST COMPANY OF
CALIFORNIA, N.A., not in its individual
capacity but solely as Note Trustee,
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Assistant Treasurer
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Schedule A
SPPC FUNDING LLC NOTES, SERIES 1999-1
Expected Amortization Schedule
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Principal
Date Balance
---- -------
Series Issuance Date $24,000,000
June 1999 23,835,891
September 1999 23,041,136
December 1999 22,200,000
March 2000 21,299,918
June 2000 20,684,942
September 2000 20,250,699
December 2000 19,800,000
March 2001 19,096,231
June 2001 18,414,470
September 2001 17,916,149
December 2001 17,400,000
March 2002 16,672,262
June 2002 16,004,913
September 2002 15,511,075
December 2002 15,000,000
March 2003 14,282,359
June 2003 13,616,856
September 2003 13,116,903
December 2003 12,600,000
March 2004 11,887,191
June 2004 11,225,485
September 2004 10,721,050
December 2004 10,200,000
March 2005 9,492,845
June 2005 8,834,639
September 2005 8,325,463
December 2005 7,800,000
March 2006 7,098,379
June 2006 6,443,724
September 2006 5,929,841
December 2006 5,400,000
March 2007 4,703,935
June 2007 4,052,829
September 2007 3,534,229
December 2007 3,000,000
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March 2008 2,309,493
June 2008 1,661,939
September 2008 1,138,619
December 2008 600,000
March 2009 0
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Schedule B
SPPC FUNDING LLC NOTES, SERIES 1999-1
Required Overcollateralization Level
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Date Series 1999-1
---- -------------
Series Issuance Date $ 0
June 1999 3,000
September 1999 6,000
December 1999 9,000
March 2000 12,000
June 2000 15,000
September 2000 18,000
December 2000 21,000
March 2001 24,000
June 2001 27,000
September 2001 30,000
December 2001 33,000
March 2002 36,000
June 2002 39,000
September 2002 42,000
December 2002 45,000
March 2003 48,000
June 2003 51,000
September 2003 54,000
December 2003 57,000
March 2004 60,000
June 2004 63,000
September 2004 66,000
December 2004 69,000
March 2005 72,000
June 2005 75,000
September 2005 78,000
December 2005 81,000
March 2006 84,000
June 2006 87,000
September 2006 90,000
December 2006 93,000
March 2007 96,000
June 2007 99,000
September 2007 102,000
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December 2007 105,000
March 2008 108,000
June 2008 111,000
September 2008 114,000
December 2008 117,000
March 2009 120,000
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Exhibit A
[FORM OF NOTE]
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