EXHIBIT (4)(E)
THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER
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ANY STATE SECURITIES LAWS IN RELIANCE ON EXEMPTIONS PROVIDED BY THE SECURITIES
ACT AND SUCH STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS NOTE,
AGREES FOR THE BENEFIT OF SPPC FUNDING LLC (THE "NOTE ISSUER") THAT SUCH NOTE IS
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BEING ACQUIRED FOR ITS OWN ACCOUNT AND NOT WITH A VIEW TO DISTRIBUTION AND THAT
SUCH NOTE MAY BE RESOLD, PLEDGED OR TRANSFERRED ONLY IF SUCH RESALE, PLEDGE OR
TRANSFER (A) IS MADE IN ACCORDANCE WITH SECTION 2.05 OF THE INDENTURE REFERRED
TO HEREIN AND (B) IS MADE (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OR (II) TO A PERSON WHOM THE TRANSFEROR REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A
UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT
OF A QUALIFIED INSTITUTIONAL BUYER WHO IS AWARE THAT THE RESALE OR OTHER
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A. THE HOLDER WILL, AND EACH
SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE RESALE
RESTRICTIONS SET FORTH ABOVE.
REGISTERED
No. 01. $24,000,000
SEE REVERSE FOR CERTAIN DEFINITIONS
THE PRINCIPAL OF THIS SERIES 1999-1 NOTE WILL BE PAID IN INSTALLMENTS AS
SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS SERIES
1999-1 NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.
SPPC FUNDING LLC NOTES,
SERIES 1999-1
Note Interest Original Principal Scheduled Final Final Maturity
------------- ------------------ --------------- --------------
Rate Amount Maturity Date Date
---- ------ ------------- ----
6.40% $24,000,000 March 25, 2009 March 25, 2011
SPPC Funding LLC, a limited liability company organized and existing under
the laws of the State of Delaware (herein referred to as the "Note Issuer"), for
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value received, hereby promises to pay to California Infrastructure and Economic
Development Bank Special Purpose Trust SPPC-1, or registered assigns, the
Original Principal Amount shown above in quarterly installments on the Payment
Dates and in the amounts specified on the reverse hereof or, if less, the
amounts determined pursuant to Section 8.02 of the Indenture, in each year,
commencing on the date determined as provided on the reverse hereof and ending
on or before the Final Maturity Date shown above and to pay interest, at the
Note Interest Rate
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shown above, on each March 25, June 25, September 25 and December 25 or, if any
such day is not a Business Day, the next succeeding Business Day, commencing on
June 25, 1999 and continuing until the earlier of the payment of the principal
hereof and the Final Maturity Date (each a "Payment Date"), on the principal
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amount of this Series 1999-1 Note (this "Series 1999-1 Note"). Interest on this
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Series 1999-1 Note will accrue for each Payment Date from the most recent
Payment Date on which interest has been paid to but excluding such Payment Date
or, if no interest has yet been paid, from April 9, 1999. Interest will be
computed on the basis of a 360-day year of twelve 30-day months. Such principal
of and interest on this Series 1999-1 Note shall be paid in the manner specified
on the reverse hereof.
The principal of and interest on this Series 1999-1 Note are payable in
such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts. All payments made by
the Note Issuer with respect to this Series 1999-1 Note shall be applied first
to interest due and payable on this Series 1999-1 Note as provided above and
then to the unpaid principal of and premium, if any, on this Series 1999-1 Note,
all in the manner set forth in Section 8.02 of the Indenture.
Reference is made to the further provisions of this Series 1999-1 Note set
forth on the reverse hereof, which shall have the same effect as though fully
set forth on the face of this Series 1999-1 Note.
Unless the certificate of authentication hereon has been executed by the
Note Trustee whose name appears below by manual signature, this Series 1999-1
Note shall not be entitled to any benefit under the Indenture referred to on the
reverse hereof, or be valid or obligatory for any purpose.
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IN WITNESS WHEREOF, the Note Issuer has caused this instrument to be
signed, manually or in facsimile, by its Authorized Officer.
Date: April 9, 1999 SPPC FUNDING LLC,
By: XXXXXXX X. XXXXXXXX
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Name: Xxxxxxx X. Xxxxxxxx
Title: Assistant Treasurer
NOTE TRUSTEE'S CERTIFICATE OF AUTHENTICATION
Dated: April 9, 1999
This is one of the Series 1999-1 Notes designated above and referred to in
the within-mentioned Indenture.
BANKERS TRUST COMPANY OF CALIFORNIA, N.A.,
not in its individual capacity but solely As Note
Trustee,
By: XXXXX XXXXXX
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Authorized Signatory
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[REVERSE OF NOTE]
This Series 1999-1 Note (this "Series 1999-1 Note") is one of a duly
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authorized issue of Notes of the Note Issuer, designated as its Notes (herein
called the "Notes"), issued and to be issued in one or more Series, under an
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Indenture dated as of April 9, 1999 and a Series Supplement thereto (such
Indenture and Series Supplement, each as supplemented or amended, are herein
referred to collectively as the "Indenture"), each between the Note Issuer and
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Bankers Trust Company of California, N.A., as Note Trustee (the "Note Trustee",
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which term includes any successor trustee under the Indenture), to which
Indenture and all indentures supplemental thereto reference is hereby made for a
statement of the respective rights and obligations thereunder of the Note
Issuer, the Note Trustee and the Holders of the Notes. All terms used in this
Series 1999-1 Note that are defined in the Indenture, as supplemented or
amended, shall have the meanings assigned to them in the Indenture.
The Series 1999-1 Notes and any other Series of Notes issued by the Note
Issuer are and will be equally and ratably secured by the collateral pledged as
security therefor as provided in the Indenture.
The principal of this Series 1999-1 Note shall be payable on each Payment
Date only to the extent that amounts in the Collection Account are available
therefor, and only until the outstanding principal balance thereof on such
Payment Date (after giving effect to all payments of principal, if any, made on
such Payment Date) has been reduced to the principal balance specified in the
Expected Amortization Schedule, which is attached to the related Series
Supplement as Schedule A, unless payable earlier either because (x) an Event of
Default shall have occurred and be continuing and the Note Trustee or the
Holders of Notes representing not less than a majority of the Outstanding Amount
of the Notes of all Series have declared the Notes of all Series to be
immediately due and payable in accordance with Section 5.02 of the Indenture,
(y) the Note Issuer, at its option, shall have called for the redemption of the
Series 1999-1 Notes pursuant to Section 10.01 of the Indenture or (z) the Note
Issuer shall have called for the redemption of the Series 1999-1 Notes pursuant
to Section 10.04 of the Indenture if the Seller is required to repurchase the
Transition Property pursuant to Section 5.01(b) of the Sale Agreement. However,
actual principal payments may be made in lesser than expected amounts and at
later than expected times as determined pursuant to Section 8.02 of the
Indenture. The entire unpaid principal amount of this Series 1999-1 Note shall
be due and payable on the earlier of the Final Maturity Date hereof, the
Optional Redemption Date, if any, and the Mandatory Redemption Date, if any,
hereof. Notwithstanding the foregoing, the entire unpaid principal amount of the
Notes shall be due and payable, if not then previously paid, on the date on
which an Event of Default shall have occurred and be continuing, and the Note
Trustee or the Holders of the Notes representing not less than a majority of the
Outstanding Amount of the Notes of all Series have declared the Notes of all
Series to be immediately due and payable in the manner provided in Section 5.02
of the Indenture. All principal payments on the Series 1999-1 Notes shall be
made pro rata to the Holders of the Series 1999-1 Notes entitled thereto based
on the respective principal amounts of the Series 1999-1 Notes held by them.
Payments of interest on this Series 1999-1 Note due and payable on each
Payment Date, together with the installment of principal or premium, if any,
shall be made by check mailed first-class, postage prepaid, to the Person whose
name appears as the Registered Holder of this Series 1999-1 Note (or one or more
Predecessor Notes) on the Note Register as of the close of business on the
Record Date or in such other manner as may be provided in the related Series
Supplement, except that with respect to Notes registered on the Record Date in
the name of the Certificate Trustee, payments will be made by wire transfer in
immediately available funds to the account designated by the Certificate Trustee
and except that the final installment of principal and premium, if any, payable
with respect to this Series 1999-1 Note on a Payment Date shall be payable as
provided below. Such checks shall be mailed to the Person entitled thereto at
the address of such Person as it appears on the Note Register as of the
applicable Record Date without requiring
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that this Series 1999-1 Note be submitted for notation of payment. Any reduction
in the principal amount of this Series 1999-1 Note (or any one or more
Predecessor Notes) effected by any payments made on any Payment Date shall be
binding upon all future Holders of this Series 1999-1 Note and of any Note
issued upon the registration of transfer hereof or in exchange hereof or in lieu
hereof, whether or not noted hereon. If funds are expected to be available, as
provided in the Indenture, for payment in full of the then remaining unpaid
principal amount of this Series 1999-1 Note on a Payment Date, then the Note
Trustee, in the name of and on behalf of the Note Issuer, will notify the Person
who was the Registered Holder hereof as of the Record Date preceding such
Payment Date by notice mailed no later than five days prior to such final
Payment Date and shall specify that such final installment will be payable only
upon presentation and surrender of this Series 1999-1 Note and shall specify the
place where this Series 1999-1 Note may be presented and surrendered for payment
of such installment.
The Note Issuer shall pay interest on overdue installments of interest at
the Note Interest Rate to the extent lawful.
As provided in the Indenture, the Series 1999-1 Notes may be redeemed, in
whole but not in part, at the option of the Note Issuer on any Payment Date at
the Optional Redemption Price if, after giving effect to payments that would
otherwise be made on such Payment Date, the Outstanding Amount of the Series
1999-1 Notes has been reduced to less than five percent of the initial principal
balance thereof. In addition, as provided in the Indenture, if the Seller is
required to repurchase the Transition Property pursuant to Section 5.01(b) of
the Sale Agreement, the Note Issuer will be required to redeem all outstanding
Series of Notes, including the Series 1999-1 Notes, on or before the fifth
Business Day following the Repurchase Date (as defined in the Sale Agreement).
As provided in the Indenture and subject to certain limitations set forth
therein, the transfer of this Series 1999-1 Note may be registered on the Note
Register upon surrender of this Series 1999-1 Note for registration of transfer
at the office or agency designated by the Note Issuer pursuant to the Indenture,
duly endorsed by, or accompanied by (a) a written instrument of transfer in form
satisfactory to the Note Trustee duly executed by the Holder hereof or his
attorney duly authorized in writing, with such signature guaranteed by an
institution that is a member of one of the following recognized Signature
Guaranty Programs: (i) The Securities Transfer Agent Medallion Program (STAMP);
(ii) The New York Stock Exchange Medallion Program (MSP); (iii) The Stock
Exchange Medallion Program (SEMP); or (iv) in such other guarantee program
acceptable to the Note Trustee, and (b) such other documents as the Note Trustee
may require, and thereupon one or more new Series 1999-1 Notes of Minimum
Denominations and in the same aggregate principal amount will be issued to the
designated transferee or transferees. No service charge will be charged for any
registration of transfer or exchange of this Series 1999-1 Note, but the
transferor may be required to pay a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any such registration
of transfer or exchange, other than exchanges pursuant to Section 2.04 or 9.06
of the Indenture not involving any transfer.
Each Noteholder, by acceptance of a Note, covenants and agrees that no
recourse may be taken, directly or indirectly, with respect to the obligations
of the Note Issuer or the Note Trustee on the Notes or under the Indenture or
any certificate or other writing delivered in connection 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 or employee 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 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).
Prior to the due presentment for registration of transfer of this Series
1999-1 Note, the Note Issuer, the Note Trustee and any agent of the Note Issuer
or the Note Trustee may treat the Person in whose name
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this Series 1999-1 Note is registered (as of the day of determination) as the
owner hereof for the purpose of receiving payments of principal of and premium,
if any, and interest on this Series 1999-1 Note and for all other purposes
whatsoever, whether or not this Series 1999-1 Note be overdue, and neither the
Note Issuer, the Note Trustee nor any such agent shall be affected by notice to
the contrary.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the Note
Issuer and the rights of the Holders of the Notes under the Indenture at any
time by the Note Issuer with the consent of the Holders of Notes representing a
majority of the Outstanding Amount of all Notes at the time Outstanding of each
Series to be affected. The Indenture also contains provisions permitting the
Holders of Notes representing specified percentages of the Outstanding Amount of
the Notes of all Series, on behalf of the Holders of all the Notes, to waive
compliance by the Note Issuer with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Series 1999-1 Note (or any one of more
Predecessor Notes) shall be conclusive and binding upon such Holder and upon all
future Holders of this Series 1999-1 Note and of any Note issued upon the
registration of transfer hereof or in exchange hereof or in lieu hereof whether
or not notation of such consent or waiver is made upon this Series 1999-1 Note.
The Indenture also permits the Note Trustee to amend or waive certain terms and
conditions set forth in the Indenture without the consent of Holders of the
Notes issued thereunder.
The term "Note Issuer" as used in this Series 1999-1 Note includes any
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successor to the Note Issuer under the Indenture.
The Note Issuer is permitted by the Indenture, under certain circumstances,
to merge or consolidate, subject to the rights of the Note Trustee and the
Holders of Notes under the Indenture.
The Series 1999-1 Notes are issuable only in registered form in
denominations as provided in the Indenture and the related Series Supplement,
subject to certain limitations therein set forth.
THIS SERIES 1999-1 NOTE, THE INDENTURE AND THE RELATED SERIES SUPPLEMENT
SHALL BE CONSTRUED IN 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 AND THEREUNDER SHALL BE DETERMINED
IN ACCORDANCE WITH SUCH LAWS.
No reference herein to the Indenture and no provision of this Series 1999-1
Note or of the Indenture shall alter or impair the obligation of the Note
Issuer, which is absolute and unconditional, to pay the principal of and
interest on this Series 1999-1 Note at the times, place, and rate, and in the
coin or currency herein prescribed.
The Holder of this Series 1999-1 Note by the acceptance hereof agrees that,
notwithstanding any provision of the Indenture or the related Series Supplement
to the contrary, the Holder shall have no recourse against the Note Issuer, but
shall look only to the Collateral, with respect to any amounts due to the Holder
under this Series 1999-1 Note.
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ASSIGNMENT
Social Security or Taxpayer I.D. or Other Identifying Number of Assignee
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto
________________________________________________________________________________
(name and address of assignee)
the within Series 1999-1 Note and all rights thereunder, and hereby irrevocably
constitutes and appoints______________, attorney, to transfer said Series 1999-1
Note on the books kept for registration thereof, with full power of substitution
in the premises.
Dated:__________________ _______________
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