Exhibit 10.4 (d)
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MODIFICATION AGREEMENT
THIS MODIFICATION AGREEMENT is entered into as of this 19th day of
February, 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
Each such Series B Purchase Note is referred to hereinafter as a "Purchase
Note", and both such Series B Purchase Notes are collectively referred to
hereinafter as the "Purchase Notes."
2. The Partnership and ZCC III wish to modify each Purchase Note by
omitting therefrom certain provisions which impose a penalty upon the
Partnership in the event that the Partnership elects to prepay the Purchase
Notes.
3. The General Partner deems it to be in the best interests of the
Partnership and of the Limited Partners to enter into this Modification
Agreement, since it modifies the terms of the Purchase Notes which have
heretofore been approved by the Limited Partners pursuant to Section 8.01(b) of
the Partnership Agreement in a manner which is advantageous to the Partnership.
NOW, THEREFORE, the Partnership and ZCC III, in consideration of the sum
of $50 paid by the Partnership to ZCC III and for other good and valuable
consideration, receipt of which is hereby acknowledged, agree as follows:
1. The provisions of each of the Purchase Notes currently read 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 during the five-year period
commencing
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from the date of issuance of this Promissory Note. After the
expiration of such five-year period, prepayments of principal
may be made at any time provided that any such prepayment is
accompanied by payment of all accrued interest thereon and by
additional payment of a premium calculated by multiplying the
outstanding balance of principal immediately prior to such
prepayment by a percentage equal to the product of (a) 11.25%
and (b) the applicable fractions set forth below next to the
specified anniversary date of the date of issuance of this
Promissory Note which immediately precedes the date on which any
such prepayment is made:
Anniversary Date Applicable Fraction
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6th 10/15
7th 9/15
8th 8/15
9th 7/15
10th 6/15
11th 5/15
12th 4/15
13th 3/15
14th 2/15
15th 1/15
16th and after 0
Any optional prepayment shall be applied against payments due
under the Promissory Note in reverse order of maturity."
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. 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
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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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