LIPA ACQUISITION CORP.
FINANCING AGREEMENT NOTE
FOR VALUE RECEIVED, the undersigned LIPA Acquisition Corp., a New York
business corporation (the "Subsidiary"), hereby promises to pay to the order of
the Long Island Power Authority, a corporate municipal instrumentality of the
State of New York (the "Authority"), on or before each due date for the payment
of the principal of and redemption price, if any, or interest on, or other
payments required under, Authority Obligations (as defined in the Financing
Agreement hereinafter referred to), until the same shall have been paid in full
or provision for the payment thereof in full shall have been made in accordance
with the Resolution (as defined in the Financing Agreement) or the provisions
thereof, payments in an amount which, when added to any moneys then on deposit
under the Resolution and available therefor, including any dividends theretofore
paid to the Authority and held thereunder, shall be equal to the amount payable
on such due date with respect to the Authority Obligations as provided in the
Resolution, including amounts due for the payment of the principal of and
sinking fund installments and premium, if any, and interest on the Bonds. In
addition, the Subsidiary shall pay or cause to be paid to the Authority, as and
when the same shall become due, all other amounts due and payable by the
Authority under the Resolution and all other documents entered into by the
Authority in connection with the Authority Obligations, together with interest
thereon at the then applicable rate.
In order to assure a source of payment of and security for this Note, in
accordance with, and as more particularly set forth in, the Financing Agreement,
the Subsidiary has given, granted, conveyed and transferred to the Authority all
of its right, title and interest in and to the Revenues and certain other assets
and interests. The Subsidiary hereby agrees that the Authority may apply such
Revenues and any amounts received by the Authority in respect of such other
assets and interests to the payment hereof in accordance with the Resolution.
This Note is issued pursuant to Section 2.2 of the Financing Agreement by
and between the Authority and the Subsidiary, dated as of May 1, 1998, as
amended and supplemented (the "Financing Agreement").
The principal amount from time to time due and owing hereunder, the
scheduled amortization thereof and related interest rates (or the method of
determining the same) shall evidenced by the periodic delivery to the Subsidiary
of a certificate of an Authorized Officer of the Authority setting forth the
same. Payments shall be made at such time or times, such office or offices and
in such manner as shall be specified by the Authority.
During the occurrence and continuance of any event of default as defined
in the Financing Agreement, the Authority (or any permitted assignee under the
Financing Agreement) may exercise any of the remedies provided in the Financing
Agreement.
THIS NOTE SHALL NOT BE A DEBT OF THE STATE OF NEW YORK OR ANY
MUNICIPALITY, AND NEITHER THE STATE OF NEW YORK NOR ANY MUNICIPALITY SHALL BE
LIABLE THEREON. NEITHER THE CREDIT, THE
REVENUES NOT THE TAXING POWERS OF THE STATE OF NEW YORK OR ANY MUNICIPALITY
SHALL BE, OR SHALL BE DEEMED TO BE, PLEDGED TO THE PAYMENT OF THIS NOTE.
No recourse shall be had for the payment of this Note, or for any claim
based on this Note or on the Financing Agreement, against any director or
officer of the Subsidiary.
This Note shall be governed by, and construed in accordance with, the laws
of the State of New York.
IN WITNESS WHEREOF, the Subsidiary has caused this Note to be duly
executed and their corporate seals to be affixed hereto.
DATED as of: May 28, 1998
LIPA ACQUISITION CORP.
By: /s/Xxxxxxx X. Xxxxxx
-------------------------------
Chairman
(SEAL)
Attest:
/s/ Xxxxxx Xxxx
----------------------------------
Secretary
2
