Exhibit 4.5
NOTATION OF GUARANTEE
For value received, each Guarantor (which term includes any successor
Person under the Indenture referred to herein) has, jointly and severally,
unconditionally guaranteed, to the extent set forth in the Indenture and subject
to the provisions in the Indenture dated as of May 28, 1999 (the "Indenture")
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among Caithness Coso Funding Corp. (the "Issuer"), as issuer, Coso Finance
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Partners, Coso Energy Developers and Coso Power Developers (the "Guarantors"),
as guarantors, and U.S. Bank Trust National Association (the "Trustee"), as
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trustee and collateral agent, (a) the due and punctual payment of the principal
of, premium, if any, and interest on the Senior Secured Notes (as defined in the
Indenture), whether at maturity, by acceleration, redemption or otherwise, the
due and punctual payment of interest on overdue principal and premium, and, to
the extent permitted by law, interest, and the due and punctual performance of
all other obligations of the Issuer to the Holders or the Trustee all in
accordance with the terms of the Indenture and (b) in case of any extension of
time of payment or renewal of any Senior Secured Notes or any of such other
obligations, that the same will be promptly paid in full when due or performed
in accordance with the terms of the extension or renewal, whether at stated
maturity, by acceleration or otherwise. The obligations of the Guarantors to
the Holders of Senior Secured Notes and to the Trustee pursuant to the Guarantee
and the Indenture are expressly set forth in Article 9 of the Indenture and
reference is hereby made to the Indenture for the precise terms of the
Guarantee. Each Holder of a Senior Secured Note, by accepting the same, (a)
agrees to and shall be bound by such provisions, (b) authorizes and directs the
Trustee, on behalf of such Holder, to take such action as may be necessary or
appropriate to effectuate the provisions as provided in the Indenture and (c)
appoints the Trustee attorney-in-fact of such Holder for such purpose.
COSO POWER DEVELOPERS,
a California general partnership
By: New CTC Company, LLC,
a Delaware limited liability company,
its Managing General Partner
By: /s/ Xxxxxxxxxxx X. XxXxxxxxx
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Xxxxxxxxxxx X. XxXxxxxxx
Executive Vice President
By: Caithness Navy II Group, LLC,
a Delaware limited liability company,
its General Partner
By: /s/ Xxxxxxxxxxx X. XxXxxxxxx
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Xxxxxxxxxxx X. XxXxxxxxx
Executive Vice President
