Exhibit 10.9
PROMISSORY NOTE
(Due 2001)
$ 69,350,000.00 May 28, 1999
For value received, the undersigned, COSO POWER DEVELOPERS, a California
general partnership (the "Guarantor"), by this promissory note promises to pay
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to the order of Caithness Coso Funding Corp., a Delaware corporation ("Funding
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Corporation"), at the office of Funding Corporation, located at 0000 Xxxxxx xx
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the Americas, New York, New York 10036, in lawful currency of the United States
of America and in immediately available funds, the principal amount of
$69,350,000.00, or if less, the aggregate unpaid and outstanding principal
amount of this Promissory Note advanced by Funding Corporation to the Guarantor
pursuant to that certain Credit Agreement (the "Guarantor Credit Agreement"),
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dated as of May 28, 1999, by and among the Guarantor and Funding Corporation,
and as the same may be amended from time to time, and all other amounts owed by
the Guarantor to Funding Corporation hereunder.
This is a Promissory Note entered into pursuant to the Guarantor Credit
Agreement and is entitled to the benefits thereof and is subject to all terms,
provisions and conditions thereof. Capitalized terms used and not defined
herein shall have the meanings set forth in that certain Indenture, dated as of
May 28, 1999 (the "Indenture"), by and between Funding Corporation, the
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Guarantor, Coso Finance Partners, a California general partnership, Coso Energy
Developers, a California general partnership, and U.S. Bank Trust National
Association, as trustee.
Reference is hereby made to the Guarantor Credit Agreement, the Indenture
and the Security Documents for the provisions, among others, with respect to the
rights, duties and obligations of the Guarantor and the rights of the holder of
this Promissory Note.
The principal amount hereof is payable in accordance with the Guarantor
Credit Agreement, and such principal amount may be prepaid solely in accordance
with the Guarantor Credit Agreement.
The Guarantor further agrees to pay, in lawful currency of the United
States of America and in immediately available funds, interest from the date
hereof on the unpaid and outstanding principal amount hereof until such unpaid
and outstanding principal amount shall become due and payable (whether at stated
maturity, by acceleration or otherwise) at the rates of interest and at the
times set forth in the Guarantor Credit Agreement, and the Guarantor agrees to
pay other fees and costs as stated in the Guarantor Credit Agreement.
Upon the occurrence of any one or more Credit Agreement Events of Default
(as defined in Section 5.1 of the Guarantor Credit Agreement), all amounts then
remaining unpaid under this Promissory Note may become or be declared to be
immediately due and payable as provided in the Guarantor Credit Agreement,
without notice of default, presentment or demand for payment, protest or notice
of nonpayment or dishonor, or notices or demands of any kind, all of which are
expressly waived by the Guarantor.
The obligations hereunder are subject to the limitations set forth in
Section 6.11 of the Guarantor Credit Agreement, the provisions of which are
hereby incorporated by reference.
This Promissory Note shall be construed and interpreted in accordance with
and governed by the laws of the State of New York without regard to the
conflicts of laws rules thereof other than Section 5-1401 of the New York
General Obligations Law.
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
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