Exhibit 10.4(e)
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SECOND MODIFICATION AGREEMENT
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THIS SECOND MODIFICATION AGREEMENT is entered into as of this
21st day of March, 1986 between ZOND WINDSYSTEM PARTNERS, LTD., SERIES 85-A,
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 22, 1985 (the "Partnership
Agreement").
RECITALS
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1. The Partnership issued and delivered to ZCC III three Series A
Promissory Notes made in favor of ZCC III, in the aggregate original principal
amount of $13,708,800, 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 A Promissory Note is given below:
Date of Issue Original Principal Amount
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November 22, 1985 $8,568,000
November 27, 1985 1,028,160
December 16, 1985 4,112,640
2. On February 19, 1986 the Partnership and ZCC III modified each Series A
Promissory Note by omitting therefrom certain provisions which prohibitd a
prepayment thereof and imposed a penalty upon the Partnership in the event that
the Partnership prepaid the Series A Promissory Notes. Each such Series A
Promissory Note as modified by the February 19, 1986 Modification Agreement
is referred to hereinafter as a "Purchase Note", and the three such Series A
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:
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1. The provisions of each of the Purchase Notes which currently read
as follows:
"This Promissory Note is subject to mandatory prepayment in
accordance with the provisions of the Agreement",
are amended so that such provisions 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"
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ZOND WINDSYSTEM PARTNERS, LTD.,
SERIES 85-A
By its General Partner
Zond Windsystems Management
Corporation III
By /s/ Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx,
Senior Vice President -
General Counsel
"ZCC III"
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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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