Exhibit 10.4(b)
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SERIES A
PROMISSORY NOTE
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$1,028,160 Tehachapi, California
November 27, 1985
FOR VALUE RECEIVED, ZOND WINDSYSTEM, PARTNERS, LTD., Series 85-A, a
California Limited Partnership (the "Partnership") hereby promises to pay to the
order of ZOND CONSTRUCTION CORPORATION III, a California corporation ("ZCC
III"), at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, 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 ONE MILLION
TWENTY-EIGHT THOUSAND ONE HUNDRED SIXTY DOLLARS ($1,028,160), 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 A Promissory Note (this "Promissory Note").
Simple interest shall accrue on the outstanding principal balance of
this Promissory Note from and after November 27, 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, semiannual,
installments, each in the amount of SIXTY-NINE THOUSAND NINE HUNDRED EIGHTY AND
19/100 DOLLARS ($69,980.19), 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 A) [the "Agreement"] dated as of November 7, 1985
between the Partnership and ZCC III and is further secured by a Series A 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
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
prepayment 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
-2-
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.
This Promissory Note shall be construed in accordance with and governed
by the laws of the State of California.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ZOND WINDSYSTEM PARTNERS, LTD., SERIES ▇▇-▇,
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ a California Limited Partnership
By its General Partner:
ZOND WINDSYSTEMS MANAGEMENT CORPORATION III,
a California corporation
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Senior Vice President -
General Counsel
-3-
Date printed 22-Nov-85
ZOND SYSTEMS, INC.
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LOAN AMORIZATION SCHEDULE; SEMI-ANNUAL SERIES 85-A PURCHASE NOTE - 2nd 12 TURBINES
-------------------------------------- -------------------------------------------
FILE NAME: LNAMSEMI
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|PRINCIPAL AMOUNT ) 1,028,160 | EQUAL AMORTIZATION ) 1 |
|TERM IN YEARS ) 16 | EQUAL PRINCIPAL ) 2 |
|INTEREST RATE (ANNUAL) ) 11.250% | SEMI-ANNUAL EQUAL AMORTIZATION ) 69,980.19 |
|LOAN AMORTIZATION ) 1 | SEMI-ANNUAL EQUAL PRINCIPAL ) 32,130.00 |
-------------------------------------------------------------------------------------------------
SEMI-ANNUAL SEMI-ANNUAL SEMI-ANNUAL REMAINING
SEMI-ANNUAL BEGINNING PRINCIPAL INTEREST TOTAL PRINCIPAL
PERIOD PRINCIPAL PAID PAID PAYMENT BALANCE
----------- ------------ ----------- -------------- ----------- -------------
1 1,028,160.00 12,146.19 57,834.80 69,980.19 1,816,013.81
2 1,016,013.81 12,829.41 57,150.78 69,980.19 1,003,184.48
3 1,003,184.48 13,551.07 56,429.12 69,980.19 989,633.34
4 989,633.34 14,313.31 55,666.88 69,988.19 975,328.82
5 975,320.02 15,118.44 54,861.75 69,980.19 960,201.59
6 960,201.59 15,968.85 54,011.34 69,980.19 944,232.74
7 944,232.74 16,867.10 53,113.09 69,980.19 927,365.64
8 927,365.64 17,815.87 52,164.32 69,980.19 909,549.77
9 909,549.77 18,818.01 51,162.17 69,980.19 890,731.76
10 898,731.76 19,876.53 50,103.66 69,980.19 878,855.23
11 870,855.23 20,994.58 48,985.61 69,980.19 849,868.65
12 849,868.65 22,175.53 47,864.66 69,980.19 827,685.12
13 827,685.12 23,422.90 46,557.29 69,980.19 864,262.22
14 804,262.22 24,749.44 45,239.75 69,980.19 779,521.78
15 779,521.78 26,132.89 43,848.10 69,980.19 753,389.69
16 753,389.69 27,682.82 42,378.17 69,980.19 725,787.68
17 725,787.68 29,154.63 40,825.56 64,980.19 696,633.04
18 696,633.04 30,794.58 39,185.61 69,980.19 665,838.47
19 665,838.47 32,526.77 37,453.41 69,980.19 633,311.69
20 633,311.69 34,356.41 35,623.78 69,980.19 598,955.29
21 598,955.29 36,288.95 33,691.23 69,980.19 562,666.33
22 562,666.33 38,339.21 31,640.30 69,980.19 524,336.12
23 524,336.12 40,486.28 29,493.91 69,980.19 483,849.84
24 483,849.84 42,763.63 27,216.55 69,980.19 441,886.21
25 441,886.21 45,169.89 24,811.10 69,980.19 395,917.12
26 395,917.12 47,709.85 22,270.34 69,980.19 348,207.27
27 348,207.27 50,393.53 19,586.65 69,980.19 297,813.74
28 297,813.74 53,228.17 16,752.08 69,980.19 244,585.58
29 244,585.58 56,222.25 13,757.94 69,980.19 188,363.33
30 188,363.33 59,384.75 10,595.44 69,980.19 128,978.58
31 128,978.58 62,725.14 7,255.04 69,980.19 66,253.43
32 66,253.43 66,253.43 3,726.76 69,980.19 0.00
