Exhibit 10.4(e)
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SECOND MODIFICATION AGREEMENT
(Series B)
THIS SECOND MODIFICATION AGREEMENT is entered into as of this 21st day
of March, 1986 between ZOND WINDSYSTEM PARTNERS, LTD., SERIES 85-B, a California
limited partnership ("the Partnership") and ZOND CONSTRUCTION CORPORATION III, a
California corporation ("ZCC III"). Unless otherwise defined herein, all
capitalized terms when used herein shall give the same meaning as when used in
the First Amended and Restated Agreement of Limited Partnership of the
Partnership dated as of November 13, 1985 (the "Partnership Agreement").
RECITALS
1. The Partnership issued and delivered to ZCC III three Series B
Promissory Notes made in favor of ZCC III, in the aggregate original principal
amount of $20,563,200, as partial payment for certain wind turbine generators
purchased from ZCC III. The respective dates of issuance and original principal
amount of each such Series B Promissory Note is given below:
Date of Issue Original Principal Amount
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November 13, 1985 $ 12,852,000
November 27, 1985 3,255,840
December 16, 1985 4,455,360
2. On February 19, 1986, the Partnership and ZCC III modified each
Series B Promissory Note by omitting therefrom certain provisions which
prohibited a prepayment thereof and imposed a penalty upon the Partnership in
the event that the Partnership prepaid the Series B Promissory Notes. Each such
Series B Promissory Note as modified by the February 19, 1986 Modification
Agreement is referred to hereinafter as a "Purchase Note", and the three such
Series B Promissory Notes are collectively referred to hereinafter as the
"Purchase Notes."
3. The Partnership and ZCC III wish to modify again each Purchase
Note to provide that the Partnership may not prepay the Partnership Notes on or
before December 17, 1997.
4. The General Partner deems it to be in the best interests of the
Partnership and of the Limited Partners to enter into this Second Modification
Agreement.
NOW, THEREFORE, the Partnership and ZCC III agree as follows:
1. The provisions of each of the Purchase Notes which currently
read as follows:
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"This Promissory Note is subject to mandatory prepayment
in accordance with the provisions of the Agreement",
are amended so that such provision in each Purchase Note now reads as follows:
"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 on or before December 17, 1997.
Thereafter, any optional prepayment shall be applied against
payments due under the Promissory Note in reverse order of
maturity."
2. All provisions of each of the Purchase Notes, other than those
amended pursuant to the immediately preceding paragraph 1, remain in full force
and effect as written.
"THE PARTNERSHIP"
ZOND WINDSYSTEM PARTNERS, LTD., SERIES 85-B
By its General Partner
Zond Windsystems Management Corporation IV
By /s/ Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx,
Senior Vice President
General Counsel
"ZCC III"
ZOND CONSTRUCTION CORPORATION III
By /s/ Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx,
Senior Vice President
General Counsel
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