Exhibit 10.5


 




	
  DOE (Title XVII)

  	
  STEPHENTOWN REGULATION SERVICES

  
	
   

  	
   

  
	
  FOR FFB USE ONLY

  	
  Note

  	
   

  
	
   

  	
  Date

  	
  August 6,
  2010

  
	
  Note Identifier:

  	
   

  	
   

  
	
   

  	
  Place

  	
   

  
	
   

  	
  of
  Issue

  	
  Tyngsboro,
  MA

  
	
  Purchase Date:

  	
   

  	
   

  
	
   

  	
  Last
  Day

  	
   

  
	
   

  	
   

  	
  for
  an

  	
   

  
	
   

  	
  Advance
  (¶3)

  	
  May 30,
  2012

  
	
   

  	
   

  	
   

  
	
   

  	
  Maximum

  	
   

  
	
   

  	
  Principal

  	
   

  
	
   

  	
  Amount
  (¶4)

  	
  $43,137,019

  
	
  Maturity 

  	
   

  	
   

  	
   

  
	
  Date (¶5)

  	
  June 15, 2030

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Payment

  Dates (¶7)

  	
  March 15, June 15,

  September 15 &

  December 15

  of each year

  	
  First

  Principal

  Payment

  Date (¶8)

  	
  September 15,
  2012

  
	
   

  	
   

  	
   

  	
   

  
	
  Common

  Agreement

  (¶22)

  	
  Common
  Agreement dated as of August 6, 2010, among Stephentown Regulation
  Services LLC, as Borrower, the U.S. Department of Energy, as Credit Party
  and  Loan Servicer, and Midland Loan
  Services, Inc. as  Administrative
  Agent in its capacity as Collateral 
  Agent.

  
					






 


FUTURE
ADVANCE PROMISSORY NOTE


 


1.                                      Promise
to Pay.


 


FOR VALUE RECEIVED, STEPHENTOWN REGULATION SERVICES LLC, a Delaware
limited liability company (the “Borrower”, which term includes any
successors or assigns), promises to pay the FEDERAL
FINANCING BANK (“FFB”), a body corporate and instrumentality
of the United States of America (FFB, for so long as it shall be the holder of
this Note, and any successor or assignee of FFB, for so long as such successor
or assignee shall be the holder of this Note, being the “Holder”), at
the times, in the manner, and with interest at the rates to be established as
hereinafter provided, such amounts as may be advanced from time to time by FFB
to or for the account of the Borrower under this Note (each such amount being
an “Advance” and more than one such amounts being “Advances”).


 

















 


2.                                      Reference
to Certain Agreements.


 


(a)           Program Financing Agreement.  This Note is one of the “Notes” referred to
in, and entitled to the benefits of, the Program Financing Agreement dated as
of September 2, 2009, made by and between FFB and the Secretary of Energy,
acting through the Department of Energy (the “Secretary”) (such
agreement, as it may be amended, supplemented, and restated from time to time
in accordance with its terms, being the “Program Financing Agreement”).


 


(b)           Note Purchase Agreement.  This Note is the “Note” referred to in, and
entitled to the benefits of, the Note Purchase Agreement dated as of even date
herewith, made by and among FFB, the Borrower, and the Secretary (such agreement,
as it may be amended, supplemented, and restated from time to time in
accordance with its terms, being the “Note Purchase Agreement”).


 


3.                                      Advances;
Advance Requests; Last Day for Advances.


 


(a)           Subject to the terms and conditions of the Note Purchase
Agreement, FFB shall make Advances under this Note in the amounts, at the
times, and to the accounts requested by the Borrower from time to time, in each
case upon delivery to FFB of a written request by the Borrower for an Advance
under this Note, in the form of request attached to the Note Purchase Agreement
as Exhibit A thereto (each such request being an “Advance Request”),
completed as prescribed in the Note Purchase Agreement.


 


(b)           To be effective, an Advance Request must first be
delivered to the Secretary for approval and be approved by or on behalf of the
Secretary in writing, and such Advance Request, together with written
notification of the Secretary’s approval thereof, must be received by FFB on or
before the third Business Day before the particular calendar date specified in
such Advance Request that the Borrower requests to be the date on which the
respective Advance is to be made.


 


(c)           The Borrower hereby agrees that FFB, for its purposes, may
consider any Advance Request approved by or on behalf of the Secretary and
delivered to FFB in accordance with the terms of the Note Purchase Agreement to
be an accurate representation of the Borrower’s request for an Advance under
this Note and the Secretary’s approval of that Advance Request.


 


4.                                      Principal
Amount of Advances; Maximum Principal Amount.


 


The
principal amount of each Advance shall be the amount specified in the
respective Advance Request; provided, however, that the aggregate
principal amount of all Advances made under this Note may not exceed the
particular amount specified on page 1 of this Note as the “Maximum
Principal Amount.”


 


5.                                      Maturity
Date.


 


This
Note, and each Advance made hereunder, shall mature on the particular date
specified on page 1 of this Note as the “Maturity Date” (such date being
the “Maturity Date”).


 

















 


6.                                      Computation
of Interest on Each Advance.


 


(a)           Subject to paragraphs 12 and 15 of this Note, interest on
the outstanding principal of each Advance shall accrue from the date on which
the respective Advance is made to the date on which such principal is due.


 


(b)           Interest on each Advance shall be computed on the basis of
(1) actual days elapsed from (but not including) the date on which the
respective Advance is made (for the first payment of interest due under this Note
for the respective Advance) or the date on which the payment of interest was
last due (for all other payments of interest due under this Note for the
respective Advance), to (and including) the date on which payment is next due,
and (2) a year of 365 days.


 


(c)           The interest rate applicable to each Advance shall be
established by FFB at the time that the respective Advance is made on the basis
of the determination made by the Secretary of the Treasury pursuant to
section 6(b) (12 U.S.C. § 2285(b)) of the Federal Financing Bank Act
of 1973 (Pub. L. No. 93-224, 87 Stat. 937, codified at 12 U.S.C. § 2281 et
seq.), as amended (the “FFB Act”); provided, however, that
the shortest maturity used as the basis for any interest rate determination
shall be the remaining maturity of the most recently auctioned United States
Treasury bills having the shortest maturity of all United States Treasury bills
then being regularly auctioned.


 


7.                                      Payment
of Interest; Payment Dates; Payment Borrowings Permitted to Pay Accrued Interest
before the First Principal  Payment Date.


 


(a)           Interest accrued on the outstanding principal balance of
each Advance shall be due and payable on each of the particular dates specified
on page 1 of this Note as “Payment Dates” (each such date being a “Payment
Date”), beginning on the first Payment Date to occur after the date on
which such Advance is made, up through and including the Maturity Date.


 


(b)           On any Payment Date to occur before the “First Principal
Payment Date” (as that term is defined in paragraph 8 of this Note), the
Borrower shall be permitted to borrow all or a portion of the amount of accrued
interest due and payable on such Payment Date for each Advance made before the
First Principal Payment Date (each such borrowing being a “Payment Borrowing”),
by causing to be delivered to FFB an Advance Request, together with written
notification of the Secretary’s approval thereof, not later than the third
Business Day before the date specified in such Advance Request as the date for
such Advance for a Payment Borrowing, specifying the principal amount to be
borrowed, in which event FFB shall, subject to the terms and conditions of the
Note Purchase Agreement, make an Advance, by an internal transfer of funds on
the books of the United States Department of the Treasury, for the account of
the Borrower in the amount specified in the respective Advance Request, and
shall apply such amount to the payment of the accrued interest.  In the case of each Payment Borrowing, FFB
shall establish an interest rate for the respective Payment Borrowing in
accordance with the principles of paragraph 6(c) of this Note, which rate
shall apply from the date on which the Advance is made.


 

















 


8.                                      Payment
of Principal.


 


(a)           The principal amount of each Advance shall be payable in
installments, which payments shall be due beginning on the particular date
specified as the “First Principal Payment Date” on page 1 of this Note
(such date being the “First Principal 
Payment Date”), and shall be due on each Payment Date to occur
thereafter until the principal of the respective Advance is repaid in full on
or before the Maturity Date.


 


(b)           With respect to each Advance, the amount of principal due
on the First Principal Payment Date, on each Payment Date to occur thereafter,
and on the Maturity Date shall be, in each case, substantially equal to the
amount of every other quarterly installment of principal and shall be
sufficient, when added to all other such quarterly installments of equal
principal to repay the principal amount of the respective Advance in full on
the Maturity Date.


 


9.                                      Fee.


 


A
fee to cover expenses and contingencies, assessed by FFB pursuant to
section 6(c) of the FFB Act, shall accrue on the outstanding
principal amount of each Advance from the date on which the respective Advance
is made to the date on which the principal amount of such Advance is due.  The fee on each Advance shall be equal to
three-eighths of one percent (0.375%) per annum of the unpaid principal balance
of such Advance.  The fee on each Advance
shall be computed in the same manner as accrued interest is computed under
paragraph 6(b) of this Note, and shall be due and payable at the same
times as accrued interest is due and payable under paragraph 7 of this
Note (adjusted as provided in paragraph 10 of this Note if a Payment Date is
not a Business Day).  The fee on each
Advance shall be credited to the Secretary as required by section 505(c) of
the Federal Credit Reform Act of 1990, as amended (codified at 2 U.S.C. §
661d(c)).


 


10.                               Business
Days.


 


(a)           Whenever any Payment Date or the Maturity Date shall fall
on a day on which either FFB or the Federal Reserve Bank of New York is not
open for business, the payment which would otherwise be due on such Payment
Date or the Maturity Date shall be due on the first day thereafter on which FFB
and the Federal Reserve Bank of New York are both open for business (any such
day being a “Business Day”).


 


(b)           In the case of a Payment Date falling on a day other than
a Business Day, the extension of time for making the payment that would
otherwise be due on such Payment Date shall (1) be taken into account in
establishing the interest rate for each Advance, and (2) be included in
computing interest due in connection with such payment and excluded in
computing interest due in connection with the next payment.


 


(c)           In the case of the Maturity Date falling on a day other
than a Business Day, the extension of time for making the payment that would
otherwise be due on the Maturity Date shall (1) be taken into account in
establishing the interest rate for each Advance, and (2) be included in
computing interest due in connection with such payment.


 

















 


11.                               Manner
of Making Payments.


 


(a)           For so long as FFB is the Holder of this Note, each
payment under this Note shall be paid in immediately available funds by
electronic funds transfer to the account of the United States Treasury (for
credit to the subaccount of the Secretary) maintained at the Federal Reserve
Bank of New York in the manner described below:


 


U.S. Treasury Department

ABA No. 0210-3000-4

TREAS NYC/CTR/BNF=89000001

OBI=LGPO   Beacon/Stephentown # 1002


 


provided, however,
that a payment made in the manner described above shall not discharge any
portion of a payment obligation under this Note, or be applied as provided in
paragraph 14 of this Note, until the payment has been received and
credited to the subaccount of FFB (within the account of the United States
Treasury maintained at the Federal Reserve Bank of New York) specified by FFB
in a written notice to the Secretary, or to such other account as may be
specified from time to time by FFB in a written notice to the Secretary.


 


(b)           In the event that FFB is not
the Holder of this Note, then each payment under this Note shall be
made in immediately available funds by electronic funds transfer to such
account as shall be specified by the Holder in a written notice to the
Borrower.


 


12.                               Late
Payments.


 


(a)           In the event that any payment of any amount owing under
this Note is not made when and as due (any such amount being then an “Overdue
Amount”), then the amount payable shall be such Overdue Amount plus
interest thereon (such interest being the “Late Charge”) computed in
accordance with this subparagraph (a):


 


(1)           The Late Charge shall accrue from the scheduled date of
payment for the Overdue Amount (taking into account paragraph 10 of this Note)
to the date on which payment is made.


 


(2)           The Late Charge shall be computed on the basis of (A) actual
days elapsed from (but not including) the scheduled date of payment for such
Overdue Amount (taking into account paragraph 10 of this Note) to (and
including) the date on which payment is made, and (B) a year of 365 days.


 


(3)           The Late Charge shall accrue at a rate (the “Late  Charge Rate”) equal to one and one-half
times the rate to be determined by the Secretary of the Treasury taking into
consideration the prevailing market yield on the remaining maturity of the most
recently auctioned 13-week United States Treasury bills.


 


(4)           The initial Late Charge Rate shall be in effect until the
earlier to occur of either (A) the date on which payment of the Overdue
Amount and the amount of the accrued Late Charge is made, or (B) the first
Payment Date to occur after the scheduled date of payment for such Overdue
Amount.  In the event that the Overdue
Amount and the amount of the accrued Late Charge are not paid on or before the
such Payment Date, then the amount payable shall be the sum of the Overdue
Amount and the amount of the 


 

















 


accrued Late Charge, plus a
Late Charge on such sum accruing at a new Late Charge Rate to be then
determined in accordance with the principles of clause (3) of this
subparagraph (a).  For so long as any
Overdue Amount remains unpaid, the Late Charge Rate shall be redetermined in
accordance with the principles of clause (3) of this subparagraph (a) on
each Payment Date to occur thereafter, and shall be applied to the Overdue
Amount and all amounts of the accrued Late Charge to the date on which payment
of the Overdue Amount and all amounts of the accrued Late Charge is made.


 


(b)           Nothing in subparagraph (a) of this
paragraph 12 shall be construed as permitting or implying that the
Borrower may, without the written consent of the Holder, modify, extend, alter
or affect in any manner whatsoever (except as explicitly provided herein) the
right of the Holder to receive any and all payments on account of this Note on
the dates specified in this Note.


 


13.                               Final
Due Date.


 


Notwithstanding
anything in this Note to the contrary, all amounts outstanding under this Note
remaining unpaid as of the Maturity Date shall be due and payable on the
Maturity Date.


 


14.                               Application
of Payments.


 


Each
payment made on this Note shall be applied first to the payment of Late Charges
(if any) payable under paragraphs 12 and 16 of this Note, then to the
payment of premiums (if any) payable under paragraphs 15 of this Note,
then to the payment of accrued interest, then on account of outstanding
principal, and then to the payment of the fee payable under paragraph 9 of this
Note.


 


15.                               Prepayments.


 


(a)           The Borrower may elect to prepay all or any portion of the
outstanding principal amount of any Advance made under this Note, or to prepay
this Note in its entirety, in the manner, at the price, and subject to the
limitations specified in this paragraph 15 (each such election being a “Prepayment
Election”).


 


(b)           The Borrower shall deliver to FFB (and if FFB is not the
Holder, then also to the Holder) and to the Secretary written notification of
each Prepayment Election (each such notification being a “Prepayment
Election Notice”), specifying:


 


(1)           the Advance Identifier that FFB assigned to the respective
Advance (as provided in the Note Purchase Agreement);


 


(2)           the particular date on which the Borrower intends to
prepay the respective Advance (such date being the “Intended Prepayment Date”
for the respective Advance), which date must be a Business Day; and


 


(3)           the amount of principal of the respective Advance that the
Borrower intends to prepay, which amount may be either:


 

















 


(A)          the total outstanding principal amount of such Advance; or


 


(B)           an amount less than the total outstanding principal amount
of such Advance (any such amount being a “Portion”).


 


(c)           To be effective, a Prepayment Election Notice must be
received by FFB (and if FFB is not the Holder, then also by the Holder) on or
before the fifth Business Day before the date specified therein as the Intended
Prepayment Date for the respective Advance or Portion.


 


(d)           The Borrower shall pay to the Holder a price for the
prepayment of any Advance or Portion (such price being the “Prepayment Price”
for such Advance or Portion) determined as follows:


 


(1)           in the event that the Borrower elects to prepay the entire
outstanding principal amount of any Advance, then the Borrower shall pay to the
Holder a Prepayment Price for such Advance equal to the sum of:


 


(A)          the price for such Advance that would, if such Advance
(including all unpaid interest accrued thereon through the Intended Prepayment
Date) were purchased by a third party and held to the Maturity Date, produce a
yield to the third-party purchaser for the period from the date of purchase to
the Maturity Date substantially equal to the interest rate that would be set on
a loan from the Secretary of the Treasury to FFB to purchase an obligation
having a payment schedule identical to the payment schedule of such Advance for
the period from the Intended Prepayment Date to the Maturity Date; and


 


(B)           all unpaid Late Charges (if any) accrued on such Advance
through the Intended Prepayment Date;


 


(2)           in the event that the Borrower elects to prepay a Portion
of any Advance, then the Borrower shall pay to the Holder a Prepayment Price
for such Portion that would equal such Portion’s pro rata share of the
Prepayment Price that would be required for a prepayment of the entire
principal amount of such Advance (determined in accordance with the principles
of clause (1) of this subparagraph (d)); and


 


(3)           in the event that the Borrower elects to prepay this Note
in its entirety, then the Borrower shall pay to the Holder an amount equal to
the sum of the Prepayment Prices for all outstanding Advances (determined in
accordance with the principles of clause (1) of this subparagraph (d)).


 


(e)           Payment of the Prepayment Price for any Advance or any
Portion shall be due to the Holder before 3:00 p.m. (Washington, DC, time)
on the Intended Prepayment Date for such Advance or Portion.


 


(f)            Each prepayment of a Portion shall, as to the principal
amount of such Portion, be subject to a minimum amount equal to $100,000.00 of
principal; except that the minimum principal amount limitation shall not apply
to a prepayment of a Portion if:


 

















 


(1)           the prepayment is made to satisfy the Borrower’s
obligation to make a mandatory prepayment under the “Security Instruments” (as
that term is defined in paragraph 21 of this Note); and


 


(2)           the Borrower has certified to that fact in the respective
Prepayment Election Notice.


 


(g)           In the event that the Borrower makes a Prepayment Election
with respect to any Portion of an Advance, then the Prepayment Price paid for
such Portion will be applied as provided in paragraph 14 of this Note,
and, with respect to application to outstanding principal, such Prepayment
Price shall be applied to principal installments in the inverse order of maturity.


 


(h)           In the event that the Borrower makes a Prepayment Election
with respect to any Portion of an Advance, then the outstanding principal
amount of such Advance, from and after such partial prepayment, shall be due
and payable in accordance with this subparagraph (h).


 


(1)           The amount of the quarterly principal installments that
will be due after such partial prepayment shall be equal to the quarterly
installments of equal principal that were due in accordance with the principal
repayment schedule that applied to such Advance immediately before such partial
prepayment.


 


(2)           The equal payments of principal shall be due beginning on
the first Payment Date to occur after such partial prepayment, and shall be due
on each Payment Date to occur thereafter up through and including the date on
which the entire principal amount of such Advance, and all unpaid interest (and
Late Charges, if any) accrued thereon, are paid.


 


16.                               Rescission
of Prepayment Elections; Late Charges for Late Payments of Prepayment Prices.


 


(a)           The Borrower may rescind any Prepayment Election made in
accordance with paragraph 15 of this Note, but only in accordance with
this paragraph 16.


 


(b)           The Borrower shall deliver to FFB, with a copy to the
Secretary, written notification of each rescission of a Prepayment Election
(each such notification being an “Election 
Rescission Notice”) specifying the particular Advance for which the
Borrower wishes to rescind such Prepayment Election, which specification must
make reference to the particular “Advance Identifier” (as that term is defined
in the Note Purchase Agreement) that FFB assigned to such Advance (as provided
in the Note Purchase Agreement).  The
Election Rescission Notice may be delivered by facsimile transmission to FFB at
(202) 622-0707 or at such other facsimile number or numbers as FFB may from
time to time communicate to the Borrower.


 


(c)           To be effective, an Election Rescission Notice must be
received by FFB not later than 3:30 p.m. (Washington, DC, time) on the
second Business Day before the Intended Prepayment Date.


 


(d)           In the event that the Borrower (1) makes a Prepayment
Election in accordance with paragraph 15 of this Note, (2) does not
rescind such Prepayment Election in accordance 


 

















 


with this paragraph 16, and (3) does not,
before 3:00 p.m. (Washington, DC, time) on the Intended Prepayment Date,
pay to FFB the Prepayment Price described in paragraph 15(d) of this
Note, then a Late Charge shall accrue on any such unpaid amount from the
Intended Prepayment Date to the date on which payment is made, computed in
accordance with the principles of paragraph 12 of this Note.


 


17.                               Amendments
to Note.


 


To
the extent not inconsistent with applicable law, this Note shall be subject to
modification by such amendments, extensions, and renewals as may be agreed upon
from time to time by the Holder and the Borrower, with the approval of the
Secretary.


 


18.                               Certain
Waivers.


 


The
Borrower hereby waives any requirement for presentment, protest, or other
demand or notice with respect to this Note.


 


19.                               Effective
Until Paid.


 


Subject
to section 6.2 of the Note Purchase Agreement, this Note shall continue in
full force and effect until all amounts due and payable hereunder have been
paid in full.


 


20.                               Secretary’s
Guarantee of Note.


 


Upon
execution of the guarantee set forth at the end of this Note (the “Guarantee”),
the payment by the Borrower of all amounts due and payable under this Note,
when and as due, shall be guaranteed by the United States of America, acting
through the Secretary, pursuant to Title XVII of the Energy Policy Act of 2005,
as amended (42 U.S.C. § 16511 et  seq.).  In consideration of the Guarantee, the
Borrower promises to the Secretary to make all payments due under this Note
when and as due.


 


21.                               Security
Instruments.


 


This
Note is one of several notes permitted to be executed and delivered by, and is
entitled to the benefits and security of, the “Security Instruments” (as
defined in the Note Purchase Agreement), whereby the Borrower pledged and
granted a security interest in certain property of the Borrower, described
therein, to secure the payment of and performance of certain obligations owed
to the Secretary, as set forth in the Security Instruments.  For purposes of the Security Instruments, in
consideration of the undertakings by the Secretary set forth in the Program
Financing Agreement, the Note Purchase Agreement, and the Guarantee, the
Secretary shall be considered to be, and shall have the rights, powers,
privileges, and remedies of, the Holder of this Note.


 


22.                               Guarantee
Payments; Reimbursement.


 


If
the Secretary makes any payment, pursuant to the Guarantee, of any amount due
and payable under this Note, each and every such payment so made shall be
deemed to be a payment hereunder; provided, however, that no
payment by the Secretary pursuant to the Guarantee shall 


 

















 


be
considered a payment for purposes of determining the existence of a failure by
the Borrower to perform its obligation to the Secretary to make all payments
under this Note when and as due.  The
Secretary shall have any rights by way of subrogation, agreement or otherwise
which arise as a result of such payment pursuant to the Guarantee and as
provided in the particular agreement specified on page 1 of this Note as
the “Common Agreement” between the Borrower and the United States of America,
acting through the Secretary, to evidence the Borrower’s obligation to
reimburse the Secretary for payment made by the Secretary pursuant to the
Guarantee.


 


23.                               Default
and Enforcement.


 


(a)           In case of a default by the Borrower under this Note or
the occurrence of an “Event of Default” (as defined in the Security
Instruments), then, in consideration of the obligation of the Secretary under
the Guarantee, the Secretary, in the name of the Secretary or the United States
of America, shall have all rights, powers, privileges, and remedies of the
Holder of this Note, in accordance with the terms of this Note and the Security
Instruments, including, without limitation, the right to (i) enforce or
collect all or any part of the obligation of the Borrower under this Note or
arising as a result of the Guarantee; (ii) accelerate (as provided in
paragraph 24); (iii) compromise or otherwise negotiate with the Borrower
(but not affecting amounts due and payable to the Holder under this Note and
the Guarantee); (iv) bring suit against or foreclose upon any or all of
the security interests granted by the Borrower; and (v) to file proofs of
claim or any other document in any bankruptcy, insolvency, or other judicial
proceeding, and to vote such proofs of claim.


 


(b)           The Borrower acknowledges that FFB has agreed in the Note
Purchase Agreement that, in consideration of the Guarantee, the Secretary shall
have the sole authority (vis-à-vis FFB), in the case of a default by the
Borrower under this Note or the occurrence of an Event of Default under the
Security Instruments, in respect of acceleration (as provided in paragraph 24),
the exercise of other remedies available hereunder or under the Note Purchase
Agreement, and the disposition of sums or property recovered.


 


24.                               Acceleration.


 


Upon
the occurrence and continuation of a default by the Borrower under this Note or
an Event of Default under the Security Instruments, the Secretary, pursuant to
the Security Instruments, may declare the entire unpaid principal amount of
this Note, all interest thereon, and all other amounts payable under this Note,
and upon such declaration such amounts shall become, due and payable to the
Secretary, under the circumstances described, and in the manner and with the
effect provided, in the Security Instruments.


 


25.                               Governing
Law.


 


This
Note shall be governed by, and construed and interpreted in accordance with,
the Federal law and not the law of any state or locality.  To the extent that a court looks to the laws
of any state to determine or define the Federal law, it is the intention of the
parties hereto that such court shall look only to the laws of the State of New
York without regard to the rules of conflicts of laws.


 

















 


IN WITNESS WHEREOF, the Borrower has caused this
Note to be signed in its limited liability company name, all as of the day and
year first above written.


 


	
   

  	
  STEPHENTOWN REGULATION SERVICES LLC

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Signature: 

  	
  /s/ James M. Spiezio

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  James M. Spiezio

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Treasurer and Secretary