Exhibit 10.4(d)
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MODIFICATION AGREEMENT
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THIS MODIFICATION AGREEMENT is entered into as of this 19th day of
February, 1986 between ZOND WINDSYSTEM PARTNERSt 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
Each such Series A Purchase Note is referred to hereinafter as a "Purchase
Note", and both such Series A 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:
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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 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
llth 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.
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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. Xxxxxxxxx,
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. Xxxxxxxxx,
Senior Vice President -
General Counsel
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