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Ormat Technologies, Inc. – IPO: ‘S-1/A’ on 9/28/04 – EX-10.3.25

On: Tuesday, 9/28/04, at 9:30am ET · Accession #: 950136-4-3123 · File #: 333-117527

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 9/28/04  Ormat Technologies, Inc.          S-1/A                 90:15M                                    Capital Systems 01/FA

Initial Public Offering (IPO): Pre-Effective Amendment to Registration Statement (General Form) — Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1/A       Amendment 1 to Form S-1                             HTML   3.29M 
 2: EX-1.1      Form of                                             HTML    194K 
11: EX-10.1.10  Amendment # 1 to Loan Agreement                     HTML     27K 
12: EX-10.1.11  Capital Note                                        HTML     22K 
13: EX-10.1.12  Amendment No. 1 to Capital Note                     HTML     22K 
14: EX-10.1.13  Guarantee Fee Agreement                             HTML     22K 
15: EX-10.1.14  Reimbursement Agreement                             HTML     25K 
16: EX-10.1.15  Services Agreement                                  HTML     40K 
 3: EX-10.1.2   Amended and Restated Bridge Loan Agreement          HTML    100K 
 4: EX-10.1.3   Bank Hapoalim Credit Facility Agreement             HTML    386K 
 5: EX-10.1.4   Credit Agreement Dtd 12/31/02                       HTML    730K 
 6: EX-10.1.5   Credit Agreement Dtd 12/18/03                       HTML   1.09M 
 7: EX-10.1.6   Eximbank Credit Agreement                           HTML    557K 
 8: EX-10.1.7   Indenture                                           HTML    703K 
 9: EX-10.1.8   First Supplemental Indenture                        HTML     39K 
10: EX-10.1.9   Loan Agreement                                      HTML     38K 
84: EX-10.10    Indemnification Agreement                           HTML     46K 
17: EX-10.2.1   Purchase and Sale Agreement                         HTML    360K 
18: EX-10.3.1   Power Purchase Contract                             HTML    121K 
23: EX-10.3.11  Amended and Restated Power Purchase and Sale Agmt   HTML    237K 
24: EX-10.3.13  Power Purchase Contract                             HTML    197K 
25: EX-10.3.14  Amendment No. 1 Power Purchase Contract             HTML     64K 
26: EX-10.3.16  Power Purchase Contract Dtd 4/16/85                 HTML    206K 
27: EX-10.3.17  Amend 1 to Power Purchase Contract Dtd 10/25/85     HTML     46K 
28: EX-10.3.18  Amend 2 to Power Purchase Contract Dtd 12/20/89     HTML     25K 
29: EX-10.3.19  Interconnections Facilities Agreement               HTML     77K 
30: EX-10.3.20  Interconnection Facilities Agreement                HTML     35K 
31: EX-10.3.21  Interconnection Facilities Agreement                HTML     58K 
32: EX-10.3.22  Interconnection Agreement                           HTML     31K 
33: EX-10.3.23  Plant Connection Agreement                          HTML     58K 
34: EX-10.3.24  Plant Connection Agreement                          HTML     96K 
35: EX-10.3.25  Transmission Service Agreement                      HTML     87K 
36: EX-10.3.26  Plant Connection Agreement                          HTML     53K 
37: EX-10.3.27  Plant Connection Agreement                          HTML     61K 
38: EX-10.3.28  Plant Connection Agreement                          HTML     64K 
39: EX-10.3.29  Plant Connection Agreement                          HTML    186K 
19: EX-10.3.3   Power Purchase Contract                             HTML    111K 
40: EX-10.3.30  Plant Connection Agreement                          HTML    187K 
41: EX-10.3.31  Transmission Service Agreement                      HTML     81K 
42: EX-10.3.32  Transmission Service Agreement                      HTML     83K 
43: EX-10.3.33  Transmission Service Agreement                      HTML     85K 
44: EX-10.3.34  Transmission Service Agreement                      HTML    100K 
45: EX-10.3.35  Plant Amendment No. 1                               HTML     28K 
46: EX-10.3.39  Agreement Addressing Renewable Energy Pricing       HTML     74K 
47: EX-10.3.40  Amnd No.1 to Agrt Address Renewable Energy Pricing  HTML     58K 
48: EX-10.3.41  Agreement Addressing Renewable Energy Pricing       HTML     72K 
49: EX-10.3.42  Amend No. 1 to Agrnt Addr Renewable Energy Pricing  HTML     64K 
50: EX-10.3.43  Energy Services Agreement                           HTML     79K 
51: EX-10.3.44  Purchase Power Contract, Dated March 24, 1986       HTML     92K 
52: EX-10.3.45  Firm Capacity Amendment                             HTML     78K 
53: EX-10.3.46  Amendment to Purchase Power Contract                HTML     32K 
54: EX-10.3.47  Third Amendment to Purchase Power Contract          HTML     76K 
55: EX-10.3.48  Performance Agreement                               HTML    167K 
56: EX-10.3.49  Agreement to Design 69 Kv Transmission Lines        HTML     79K 
20: EX-10.3.5   Amendment #1 to Power Purchase and Sales Agreement  HTML     49K 
21: EX-10.3.6   Settlement Agreement                                HTML     37K 
22: EX-10.3.7   Power Purchase Contract Dtd 4/16/85                 HTML    155K 
57: EX-10.4.1   Ormesa Blm Geothermal Resources Lease               HTML    160K 
63: EX-10.4.12  Lease Agreement, Dated 3/17/64                      HTML     89K 
64: EX-10.4.13  Lease Agreement, Dated 2/16/64                      HTML     72K 
65: EX-10.4.18  Geothermal Lease Agreement, Dated 7/18/79           HTML     79K 
66: EX-10.4.19  Lease Agreement                                     HTML     82K 
58: EX-10.4.2   Ormesa Blm License for Electric Power Plant         HTML     42K 
67: EX-10.4.20  Lease Agreement, Dated 6/14/71                      HTML     56K 
68: EX-10.4.21  Lease Agreement                                     HTML     63K 
69: EX-10.4.23  Geothermal Lease Agreement                          HTML     55K 
70: EX-10.4.24  Geothermal Lease Agreement, Dated 8/31/83           HTML    128K 
71: EX-10.4.26  Geothermal Resources Lease - Guisti                 HTML     55K 
72: EX-10.4.27  Amendment to Geothermal Lease                       HTML     27K 
73: EX-10.4.28  Second Amendment to Geothermal Lease                HTML     39K 
74: EX-10.4.29  Geothermal Resources Sublease                       HTML    144K 
59: EX-10.4.3   Geothermal Resources Mining Lease, Dated 2/20/81    HTML    126K 
75: EX-10.4.30  Klp Lease                                           HTML    265K 
76: EX-10.4.31  Klp Lease Amendment No. 1                           HTML    341K 
77: EX-10.4.32  Second Amendment to Klplease                        HTML     25K 
60: EX-10.4.4   Geothermal Lease Agreement, Dated 10/20/75          HTML     55K 
61: EX-10.4.5   Geothermal Lease Agreement                          HTML     78K 
62: EX-10.4.6   Geothermal Resources Lease, Dated 11/18/83          HTML     77K 
78: EX-10.5.1   Engineering, Procurement and Construction Contract  HTML    434K 
79: EX-10.5.3   Engineering, Procurement and Construction Contract  HTML   1.00M 
80: EX-10.5.4   Patent License Agreement                            HTML    144K 
81: EX-10.7     Executive Employment Agreement of Lucien Bronicki   HTML     70K 
82: EX-10.8     Exec Employment Agreement of Yehudit Bronicki       HTML     75K 
83: EX-10.9     Executive Employment Agreement of Yoram Bronicki    HTML     82K 
85: EX-23.1     Consent of Independent Accountants                  HTML     22K 
86: EX-23.3     Consent of Dani Falk                                HTML     21K 
87: EX-23.4     Consent of Edward Muller                            HTML     21K 
88: EX-23.5     Consent of Lester P. Silverman                      HTML     21K 
89: EX-23.6     Consent of Jacob Worenklein                         HTML     21K 
90: EX-99.3     Material Terms Deviations                           HTML     21K

EX-10.3.25 — Transmission Service Agreement

This exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

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                                                                 Exhibit 10.3.25

                         TRANSMISSION SERVICE AGREEMENT

                            FOR ALTERNATIVE RESOURCES

                                     BETWEEN

                          IMPERIAL IRRIGATION DISTRICT

                                       AND

                       SECOND IMPERIAL GEOTHERMAL COMPANY

AGREE/SIGC.TSA
10/20/92

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                                TABLE OF CONTENTS

SECTION                                TITLE                              PAGE
-------                                -----                              ----

  1        PARTIES                                                           1

  2        RECITALS                                                          1

  3        AGREEMENT                                                         1

  4        DEFINITIONS                                                       1

  5        TERM                                                              3

  6        TRANSMISSION SERVICE                                              4

  7        TRANSMISSION LOSSES                                               8

  8        CHARGES                                                           9

  9        BILLING AND PAYMENT                                               10

  10       LIABILITY                                                         12

  11       AUDITING                                                          14

  12       AUTHORIZED REPRESENTATIVES                                        14

  13       NO DEDICATION OF FACILITIES                                       14

  14       NON-WAIVER                                                        15

  15       NO THIRD PARTY RIGHTS                                             15

  16       UNCONTROLLABLE FORCES                                             15

  17       ASSIGNMENTS                                                       16

  18       GOVERNING LAW                                                     17

  19       NOTICES                                                           17

  20       SIGNATURE CLAUSE                                                  17

EXHIBIT I -  DEVELOPMENTS AND METHODOLOGIES FOR TRANSMISSION SERVICE CHARGES AND
             SCHEDULING FEE

EXHIBIT II - TRANSMISSION SERVICE FOR THE SIGC POWER PLANT

EX-10.3.25 4th Page of 37 TOC 1st Previous Next ↓Bottom Just 4th
1. PARTIES: The parties to this Agreement are IMPERIAL IRRIGATION DISTRICT
("IID"), organized under the Water Code of the State of California and SECOND
IMPERIAL GEOTHERMAL COMPANY, a "Producer"), hereinafter referred to individually
as "Party", and collectively as "Parties".

2. RECITALS: This Agreement is made with reference to the following facts, among
others:

     2.1 Producer has caused to be constructed or intends to construct an
alternative energy resource facility located in IID's service area.

     2.2 Producer and IID have entered into a Plant connection Agreement.

     2.3 Producer desires to purchase, and IID desires to sell firm transmission
service of power from the Plant to Edison's Mirage Substation subject to the
terms and conditions specified herein.

     2.4 Producer is in the process of arranging for an institutional lender to
finance Producer's construction of the aforementioned alternative energy
resource facility. Such financing is expected to occur pursuant to a closing on
or prior to November 30, 1992 ("Closing"). Simultaneously with Closing, or
immediately thereafter, Producer will execute documentation necessary to become
a party to the Funding and Construction Agreement, dated June 29, 1987,
providing for the funding and construction of transmission lines within IID's
service area. It is agreed that this Agreement shall not become effective until
the execution of such Funding and Construction Agreement.

3. AGREEMENT: The Parties agree as follows:

4. DEFINITIONS: The following terms when used herein with initial
capitalization, whether in the singular or plural, shall have the meanings
specified:

                                       1

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     4.1 Agreement: This IID-SIGC Transmission Service Agreement for Alternative
Resources between Second Imperial Geothermal Company and IID, and all Exhibits
attached hereto, as such Agreement may subsequently be amended for firm
transmission service between the Plant and Edison's Mirage Substation.

     4.2 Authorized Representative: The representative of a Party designated in
accordance with Section 12.

     4.3 Date of Initial Service: The date when the output from the Plant is
first available for delivery to Edison, as notified to IID pursuant to Section
5.2.

     4.4 Edison: Southern California Edison Company.

     4.5 Funding and Construction Agreement: The Funding and construction
Agreement dated June 29, 1987 entered into by IID and others, to which a form of
this Agreement is attached as Exhibit 2.

     4.6 Maximum Transmission Service Entitlement: The Maximum Transmission
Service Entitlement for the Plant, as specified in Exhibit II and in any
subsequent Plant Amendments.

     4.7 Normal Transmission Capacity: The maximum transfer capability,
expressed in megawatts (MW), from the Point of Receipt to the Point of Delivery.
Such transfer capability, as determined by IID, in its sole judgment shall be
consistent with prudent operating procedures and with generally-accepted
engineering and operating practices in the electrical utility industry.

     4.8 Operating Transmission Capability: The maximum transfer capability,
expressed in megawatts (MW), available to IID at any given time to transmit
power from Point of Receipt to Point of Delivery. Such transfer capability shall
be as determined by IID in its sole judgment, may vary from time-to-time
depending on system conditions, and shall be consistent with

                                       2

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prudent operating procedures and generally-accepted engineering and operating
practices in the electrical utility industry.

     4.9 Plant: An electrical generating alternative energy resource facility
developed by Producer for which IID shall provide transmission service, as
specified in Exhibit II and in any subsequent Plant Amendments.

     4.10 Plant Amendment: An agreement reached by the Parties, as an amendment
to this Agreement, for transmission service to be provided by IID for the Plant
added by Producer or for Producer's account subsequent to the execution of this
Agreement.

     4.11 Plant Connection Agreement: An agreement between IID and Producer
providing for the connection of the Plant to IID's electrical system, as
specified in Exhibit II and in any subsequent Plant Amendments.

     4.12 Point(s) of Delivery: The 230 kV switchrack at the Mirage Substation
site where Edison's 230 kV facilities are attached to IID's 230 kV
Coachella-Mirage Line or other points as may be mutually agreed upon by the
Authorized Representatives.

     4.13 Point of Receipt: The point on the high voltage side of the Plant's
transformer where IID's metering equipment measures the delivery of energy to
the IID system.

     4.14 Transmission Service Entitlement: The amount of transmission service,
expressed in megawatts (MW), provided by IID for the Plant, from the applicable
Point of Receipt to the applicable Point(s) of Delivery.

5. TERM:

     5.1 Unless otherwise agreed to by the Parties, this Agreement shall be
effective on the date on which it is executed and shall remain in effect until
thirty years after the Plant achieves Firm Operation, as such term is defined in
Section 2.17 of the Power Purchase Contract dated

                                       3

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April 16, 1985, between Second Imperial Geothermal Company and Southern
California Edison Company.

     5.2 The Transmission Service Entitlement to be provided by IID for the
Plant shall be contingent on a Plant Connection Agreement being in effect.
Transmission service for the Plant shall commence on the Date of Initial Service
of such Plant. Producer's Authorized Representative shall give IID's Authorized
Representative written notice of the Date of Initial Service at least thirty
(30) days before the Date of Initial Service.

6. TRANSMISSION SERVICE:

     6.1 Subject to the terms of this Agreement, IID shall provide to Producer
and Producer shall purchase from IID transmission service over IID's
transmission system for the Plant. IID shall make arrangements with Edison to
provide, at Producer's or Edison's expense, for the transfer of the electrical
power to be delivered to Edison hereunder from IID's transmission system to
Edison's transmission system at the Point(s) of Delivery.

     6.2 The Transmission Service Entitlement for the Plant shall be the Maximum
Transmission Service Entitlement for such Plant specified in Exhibit II or any
subsequent Plant Amendments, or such lesser amount as may be established as
follows. Beginning on the Date of Initial Service for the Plant, Producer shall
be entitled to specify a Transmission Service Entitlement by Advance written
notice given to IID's Authorized Representative at least thirty (30) days prior
to the Date of Initial Service. The Transmission Service Entitlement to be
provided by IID subsequent to the Date of Initial Service may be adjusted at six
(6) month intervals thereafter until two (2) years after the Date of Initial
Service for such Plant (the "Trial Period"). Such adjustments shall be made by
having Producers' Authorized Representative give IID's Authorized Representative
a ninety (90) day advance written notice as to the adjustment

                                       4

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required. Beginning two (2) years after the Date of Initial Service for such
Plant, Producer shall be entitled to specify a Transmission Service Entitlement
for each successive 2-year period during the remaining term of this Agreement by
written notice from Producer's Authorized Representative to IID's Authorized
Representative given at least ninety (90) days prior to the beginning of each
2-year period.

     6.3 The Transmission Service Entitlement selected by Producer for the Plant
in accordance with Section 6.2 may be any amount which is less than or equal to
the Maximum Transmission Service Entitlement for such Plant specified in Exhibit
II or any subsequent Plant Amendments, provided, however, that the following
shall apply to the Plant after the Trial Period for such Plant has elapsed.

          6.3.1 If (i) the sum of the Transmission Service Entitlements for all
Plants which are no longer in their Trial Periods is less than the sum of the
Maximum Transmission Service Entitlements for such Plants, as shown in Exhibit
II and in any subsequent Plant Amendments, (the "Aggregate Maximum Transmission
Service Entitlement"), and (ii) provided that IID requires additional capacity
for transmitting electric power to Edison's transmission system for another
person (or, following the Credit Installment Period as defined in the Funding
and Construction Agreement, for itself) and (iii) IID's use of such required
capacity would be in conflict with Producer's right as provided herein to
increase the sum of the Transmission Service Entitlements for such Plants to the
Aggregate Maximum Transmission Service Entitlement, then IID shall so notify
Producer in writing, specifying in such notice the portion, expressed in
megawatts (MW), of the excess of the Maximum Transmission Service Entitlement
over the Transmission Service Entitlement for each such Plant which it desires
to use as stated above. Producer shall have ninety (90) days after receipt of
IID's notice to notify IID in writing that it

                                       5

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desires to increase the Transmission Service Entitlements of such Plants. To the
extent that Producer does not elect to increase the Transmission Service
Entitlement of each such Plant up to the Maximum Transmission Service
Entitlement for such Plant, IID shall be entitled to use such unclaimed capacity
to satisfy the transmission requirements specified in its notice to Producer,
and to the extent that IID does so, Producer shall thereafter be foreclosed from
increasing the Transmission Service Entitlement for such Plant in a manner which
would conflict with such usage by IID.

          6.3.2 IID shall treat Producer and each other person who has entered
into a transmission service agreement similar in substance to this Agreement in
a fair and nondiscriminatory manner in requesting additional transmission
capacity as provided in this Section 6.3. Without limiting the generality of the
foregoing, IID shall request additional transmission capacity from Producer and
such other persons on a pro rata basis, in proportion to the aggregate Maximum
Transmission Service Entitlement for each person less the sum of the
Transmission Service Entitlements for each of such persons' generating plants
which is no longer in a Trial Period.

     6.4 In the event that the Original Capacity Nomination designated by
Producer (or the Participant associated with Producer) is adjusted pursuant to
Section 3.07 of the Funding and Construction Agreement, the Parties agree to
amend this Agreement in such a way that the sum of the Maximum Transmission
Service Entitlements for all Plants hereunder is equal to such Original Capacity
Nomination as so adjusted. As used in this Section 6.4, the terms Original
capacity Nomination and participant shall have the meanings assigned to them in
Article I of the funding and Construction Agreement.

                                       6

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     6.5 IID reserves the right to interrupt or curtail the transmission service
provided hereunder as follows:

          6.5.1 If the Operating Transmission Capability is reduced to less than
Normal Transmission Capacity from a Point of Receipt to a Point of Delivery, and
when continuity of service within IID's service area is not being jeopardized,
IID may curtail the transmission service currently being provided from such
Point of Receipt to such Point of Delivery, to an amount "A" determined by the
following formula:

        Operating Transmission Capability
   A =  ---------------------------------  x  Transmission Service Entitlement
          Normal Transmission Capacity

          The transmission service for each Plant affected shall be curtailed by
multiplying the Transmission Service Entitlement in accordance with Exhibit II
and in any subsequent Plant Amendments by the same percentage (expressed as a
decimal as used in the determination of "A". However, any such curtailment shall
occur only after IID has made all reasonable efforts to eliminate the cause of
the reduction in Operating Transmission Capability, and IID shall then employ
reasonable efforts to eliminate expeditiously the cause of said reduction.

          6.5.2 If continuity of service within IID's control area is being
jeopardized, as determined by IID in its sole judgment, IID may interrupt or
curtail the transmission service provided hereunder to the extent necessary to
avoid or eliminate such jeopardy; provided that (i) such interruptions or
curtailments may be made so that IID may fully utilize all generating resources
owned by it or available to it under contract in order to avoid damage to IID's
electrical system caused by overloading, (ii) such interruption or curtailment
shall occur only after IID has made all reasonable efforts to avoid or eliminate
such jeopardy and (iii) to the extent feasible any curtailment of transmission
service provided hereunder from a Point of Receipt to a Point of Delivery shall
be made in accordance with the formula set forth in Section 6.5.1.

                                       7

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     6.6 If IID's efforts do not avoid or eliminate such jeopardy, the Parties
shall endeavor to develop some other arrangement to avoid or eliminate such
jeopardy and minimize the effects of IID's interruption or curtailment on both
parties.

     6.7 In the event of any curtailments or interruptions made pursuant to
Section 6.5.1 or Section 6.5.2, Producer shall, immediately after being orally
notified by IID, reduce the electrical output of the Plants by the amounts
requested by IID.

     6.8 The transmission service to be provided by IID and purchased by
Producer for each Plant shall not exceed the Transmission Service Entitlement
for that Plant.

     6.9 Subject to Section 6.5, IID shall, during the periods that IID has
agreed to provide the transmission service at the specified Transmission Service
Entitlements, accept hourly scheduled energy deliveries at each Point of Receipt
and simultaneously deliver the same amount of energy (less transmission losses
as provided herein) at the Point(s) of Delivery mutually agreed upon by the
Parties' dispatchers and/or schedulers.

     6.10 Hourly scheduled energy deliveries at each Point of Receipt shall
conform with the practices and procedures developed by the Parties dispatchers
and schedulers and agreed to by the Authorized Representatives.

7. TRANSMISSION LOSSES:

     7.1 IID shall determine, by transmission power flow analysis, the
electrical losses (expressed as a percent amount of hourly scheduled energy
deliveries) associated with the electrical output from each Plant. Such analysis
shall be performed by IID at its sole expense. The initial percent amount, for
each Plant, representing the electrical losses as determined herein shall be as
specified in Exhibit II and in any subsequent Plant Amendments.

                                       8

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     7.2 Unless otherwise agreed to by Producer's and IID's schedulers and
dispatchers, IID shall reduce the amount of all hourly scheduled energy
deliveries for Producer or Producer's account by the percent amount of such
hourly deliveries for each Plant in accordance with Exhibit II and in any
subsequent Plant Amendments.

     7.3 If either Party believes that there has been a significant change in
IID's electrical system and the electrical losses associated with any Plant
should be redetermined, either Party's Authorized Representative may submit a
written request to the other Party's Authorized Representative that the
electrical losses be redetermined. Following such request, a transmission flow
analysis shall be performed by IID as approved by the Authorized Representatives
and paid for by the requesting Party. Whenever the percent amount for electrical
losses is redetermined, such percent amount shall become effective as of the
first day of the month following the date of such redetermination; provided,
that such a redetermination may be no sooner than twelve (12) months after the
most recent redetermination. My redetermination of electrical losses made
pursuant to this Section 7 shall be based on conditions in existence at the time
of such redetermination.

     7.4 Along with the monthly billing pursuant to Section 9.1, for the
transmission service for each Plant, IID shall submit a monthly summary of
hourly scheduled energy deliveries and of electrical losses for each Plant.

8. CHARGES:

     8.1 For transmission service provided by IID, Producer shall pay IID at a
rate to be determined by IID pursuant to the methodologies specified in Exhibit
I. The initial rate is specified in Exhibit I-A and revisions thereto will be
specified in any subsequent Plant Amendments. Any specific facility charge to
Producer for connecting the Plant(s) to the IID

                                       9

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transmission system shall be included only in the Plant Connection Agreement(s)
between IID and Producer.

     8.2 The transmission rate shall be reviewed annually and may be revised.
Any revision of the rates shall be based on the methodologies in Exhibit I.A and
on the conditions in existence at the time of the revision. Producer shall have
the right to review any exhibits or work papers prepared by IID to revise the
rates.

     8.3 An initial monthly scheduling fee, as specified in Exhibit II and
revisions thereto specified in any subsequent Plant Amendments, shall be paid by
Producer to IID for those months in which there were scheduled energy deliveries
from the Plant. The initial scheduling fee has been determined by IID pursuant
to the methodology specified in Exhibit I.B. The scheduling fee shall be
reviewed annually and may be revised. Any revision of the scheduling fee shall
be based on the methodology in Exhibit I.B and on the conditions in existence at
the time of the revision. Producer shall have the right to review any exhibits
or work papers prepared by IID to revise the scheduling fee.

9. BILLING AND PAYMENT:

     9.1 IID shall render bills to Producer, beginning in the month of the Date
of Initial Service, on or before the fifteenth (15th) day of each month for the
transmission service to be provided during the month. Producer shall pay such
bills within twenty (20) days after receipt thereof.

                               All payments by Producer shall be sent to:

                               Imperial Irrigation District
                               c/o Manager, Finance & Accounting
                               P.O. Box 937
                               Imperial, CA 92251

                               All billings by IID shall be sent to

                                       10

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                               Second Imperial Geothermal Company
                               343 Second Street, Suite N
                               Los Altos, CA 94022

     9.2 Either Party's Authorized Representative may at any time, by advance
written notice to the other Party's Authorized Representative, change the
address to which payments or billings shall be sent.

     9.3 Bills which are not paid in full by said due date shall thereafter bear
an additional charge of one and one-half percent (1-1/2%) per month, or the
maximum legal rate of interest, whichever is less, compounded monthly on the
unpaid amount prorated by days from the due date until payment is received by
IID.

     9.4 In the event any portion of any bill is disputed, the disputed amount
shall be paid when due under protest. If the protested portion of the payment is
found to be incorrect by the Authorized Representatives, the dispute amount
shall be paid by IID to Producer, including interest at the rate of 1-1/2% per
month, or the maximum legal rate, whichever is less, compounded monthly from the
data of payment by Producer to the date the refund check or adjusted bill is
received by Producer.

     9.5 For a fractional part of a calendar month at the beginning or end of
the period for which the transmission service is provided hereunder, the charge
pursuant to Section 8.1 shall be proportionately adjusted by the ratio of days
that service is furnished by IID to Producer during such month to the total
number of days in such month.

     9.6 The charge for the transmission service pursuant to Section 8.1 shall
be proportionately reduced to the extent the duration of the interruptions or
curtailments of the transmission service which may concur pursuant to Section
6.5.1 or Section 6.5.2 exceed a cumulative total of twenty-four (24) hours
during any calendar month based on 730 hours per month representing the full
transmission service charge. The amount of such pro rata reduction

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in any month shall reflect the duration and amount of such interruptions or
curtailments which exceed said cumulative 24 hours. Such pro rata reduction
shall be reflected as a credit to Producer as soon as possible in a subsequent
monthly bill.

     9.7 The charge for the transmission service shall not be reduced if IID can
deliver, but Edison's transmission system cannot receive, the hourly scheduled
energy deliveries independent of the duration of time this condition exists.

10. LIABILITY

     10.1 Except for any loss, damage, claim, costs, charge or expanse resulting
from Willful Action, neither Party (the "released Party"), its directors or
other governing body, officers or employees shall be liable to the other Party
for any loss, damage, claim, cost, charge, or expense of any kind or nature
incurred by the other Party (including direct, indirect or consequential loss,
damage, claim, cost, charge or expense; and whether or not resulting from the
negligence of a Party, its directors or other governing body, officers,
employees or any person or entity whose negligence would be imputed to a Party)
from engineering, repair, supervision, inspection, testing, protection,
operation, maintenance, replacement, reconstruction, use or ownership of the
released Party's electrical system, Plant(s) or associated facilities in
connection with the implementation of this Agreement. Except for any loss,
damage, claim, cost, charge or expense resulting from Willful Action, each Party
releases the other Party, its directors or other governing body, officers and
employees from any such liability.

     10.2 For the purpose of this Section 10, Willful Action shall be defined as
action taken or not taken by a Party at the direction of its directors or other
governing body, officers or employees having management or administrative
responsibility affecting its performance under this Agreement, as follows:

                                       12

EX-10.3.25 16th Page of 37 TOC 1st Previous Next ↓Bottom Just 16th
          10.2.1 Action which is knowingly or intentionally taken or not taken
with conscious indifference to the consequences thereof or with intent that
injury or damage would result or would probably result therefrom.

          10.2.2 Action which has been determined by final arbitration award or
final judgment or judicial decree to be a material default under this Agreement
and which occurs or continues beyond the time specified in such arbitration
award or judgment or judicial decree for curing such default or, if no time to
cure is specified therein, occurs or continues thereafter beyond a reasonable
time to cure such default.

          10.2.3 Action which is knowingly or intentionally taken or not taken
with the knowledge that such action taken or not taken is a material default
under this Agreement.

     10.3 Willful Action does not include any act or failure to act which is
merely involuntary, accidental or negligent.

     10.4 The phrase "employees having management or administrative
responsibility," as used in Section 10.2, means the employees of a Party who are
responsible for one or more of the executive functions of planning, organizing,
coordinating, directing, controlling and supervising such Party's performance
under this Agreement with responsibility for results.

     10.5 Subject to the foregoing provisions of this Section 16, each Party
agrees to defend, indemnify and save harmless the other Party, its officers,
agents, or employees against all losses, claims, demands, costs or expenses for
loss of or damage to property, or injury or death of persons, which directly or
indirectly arise out of the indemnifying Party's performance pursuant to this
Agreement; provided, however, that a Party shall be solely responsible for any
such losses, claims, demands, costs or expenses which result from its sole
negligence or Willful Action.

                                       13

EX-10.3.25 17th Page of 37 TOC 1st Previous Next ↓Bottom Just 17th
11. AUDITING:

     11.1 IID shall make its books, records, and other supporting information,
as requested, available to Producer or to Producer's designated contracted
representative(s) with a CPA firm, for the purpose of auditing any charges or
accounts to be kept by IID hereunder. All such audits shall be undertaken at
reasonable times and in conformance with generally-accepted auditing standards.

     11.2 If as a result of such audits Producer believes its charges or
accounts should be adjusted, the findings shall be presented to the Authorized
Representatives. If the Authorized Representatives agree that any audit finding
should result in a revision of charges or accounts, such revisions shall be
retroactive to the first billing for such charges and accounts and shall be made
as soon as practical after determination.

     11.3 The amount of any unresolved dispute shall accrue interest at the rate
of one and one-half percent (1-1/2%) per month, or the maximum legal rate,
whichever is less, compounded monthly for any amount of money ultimately
refunded to Producer.

12. AUTHORIZED REPRESENTATIVES: Within thirty (30) calendar days after the
Completion Date, as defined in Article I of the Funding and Construction
Agreement, each Party shall designate by written notice to the other Party a
representative who is authorized to act on its behalf in the implementation of
this Agreement. Either Party may at any time change the designation of its
Authorized Representative by written notice to the other Party.

13. NO DEDICATION OF FACILITIES: Any undertaking by one Party to the other Party
under any provision of this Agreement shall not constitute the dedication of the
system or any portion thereof by the Party to the public or to the other Party,
and it is understood and agreed

                                       14

EX-10.3.25 18th Page of 37 TOC 1st Previous Next ↓Bottom Just 18th
that any such undertaking under any provision of this Agreement by a Party shall
cease upon the termination of its obligations hereunder.

14. NON-WAIVER: None of the provisions of this Agreement shall be considered
waived by either Party except when such waiver is given in writing. The failure
of either Party to insist in any one or more instances upon strict performance
of any of the provisions of this Agreement or to take advantage of any of its
rights hereunder shall not be construed as a waiver of any such provisions or
the relinquishment of any such rights for the future; but the same shall
continue and remain in full force and effect.

15. NO THIRD PARTY RIGHTS: The Parties do not intend to create rights in or to
grant remedies to any Third Party or others as a beneficiary of this Agreement
or of any duty, covenant, obligation or undertaking established hereunder.

16. UNCONTROLLABLE FORCES: Neither Party shall be considered to be in default in
the performance of any of its obligations under this Agreement when a failure of
performance shall be due to an uncontrollable force. The term "uncontrollable
force" shall mean any cause beyond the control of the Party affected including,
but not restricted to, failure of or threat of failure of facilities which have
been maintained in accordance with generally-accepted engineering and operating
practices in the electrical utility industry, flood, drought, earthquake,
tornado, storm, fire, pestilence, lightning and other natural catastrophes,
epidemic, war, riot, civil disturbance or disobedience, strike, labor dispute,
labor or material shortage, sabotage, government priorities and restraint by
court order or public authority (whether valid or invalid) and actions or
nonaction by or inability to obtain or keep the necessary authorizations or
approvals from any governmental agency or authority, the failure or inability of
Edison to receive the electric power to be transmitted hereunder at the Point(s)
of Delivery, which by exercise of due diligence such

                                       15

EX-10.3.25 19th Page of 37 TOC 1st Previous Next ↓Bottom Just 19th
Party could not reasonably have been expected to avoid and which by exercise of
due diligence it has been unable to overcome. Nothing contained herein shall be
construed as to require a Party to settle any strike or labor dispute in which
it may be involved. Either Party rendered unable to fulfill any of its
obligations under this Agreement by reason of an uncontrollable force shall give
prompt written notice of such fact to the other Party and shall exercise due
diligence to remove such inability with all reasonable dispatch.

17. ASSIGNMENTS:

     17.1 Any assignment by Producer of its interest in this Agreement which is
made without the written consent of IID (which shall not be unreasonably
withheld) shall not relieve Producer from its primary liability for any of its
duties and obligations hereunder, and in the event of any such assignment
Producer shall continue to remain primarily liable for payment of any and all
money due IID hereunder and for the performance and observance of all other
covenants, duties and obligations to be performed and observed hereunder by it
to the same extent as though no assignment has been made.

     17.2 Notwithstanding any provision of Section 17.1 to the contrary, prior
to the end of the Credit Installment Period, as defined in Article I of the
Funding and Construction Agreement, Producer's right to transmission service
under this Agreement with respect to the Plant may be assigned only (i) to a
purchaser or co-owner of such Plant or to a person who will operate such plants
pursuant to a contract or other arrangement with such purchaser and in either
case only with the prior written consent of IID (which shall not be unreasonably
withheld) or (ii) for security purposes, to a bank or other entity which
provides financing for such Plant or any electrical transmission facilities
associated therewith. Producer and IID agree that nothing in this Section 17.2
may be amended, modified or waived without the prior written consent of each and

                                       16

EX-10.3.25 20th Page of 37 TOC 1st Previous Next ↓Bottom Just 20th
every party to the Funding and Construction Agreement (except for any parties in
default thereunder).

     17.3 Whenever an assignment of Producer's interest in this Agreement is
made with the written consent of IID, Producer's assignee shall expressly assume
in writing the duties and obligations hereunder of Producer and, within thirty
(30) days after any such assignment and assumption of duties and obligations,
Producer shall furnish or cause to be furnished to IID a true and correct copy
of such assignment and assumption of duties and obligations.

     17.4 Subject to the foregoing restrictions on assignments, all of the terms
of this Agreement shall be binding upon and inure to the benefit of both of the
Parties and their respective successors, permitted assigns and legal
representatives.

18. GOVERNING LAW: This Agreement shall be interpreted, governed by and
construed under the laws of the State of California or the laws of the United
States, as applicable.

19. NOTICES: Any notice, demand or request provided for in this Agreement, or
served, given or made in connection with it, shall be in writing and shall be
deemed properly served, given or made if delivered in person or sent by United
States mail, postage prepaid, to the persons specified below unless otherwise
provided for in this Agreement:

                               IMPERIAL IRRIGATION DISTRICT
                               c/o General Manager
                               P.O. Box 937
                               Imperial, California 92251

                               SECOND IMPERIAL GEOTHERMAL PLANT
                               343 Second Street, Suite N
                               Los Altos, CA 94022

Either Party may at any time, by notice to the other Party, change the
designation or address of the person so specified as the one to receive notices
pursuant to this Agreement.

20. SIGNATURE CLAUSE

                                       17

EX-10.3.25 21st Page of 37 TOC 1st Previous Next ↓Bottom Just 21st
     The Parties have caused this Agreement to be executed in their respective
names, in duplicate, by their respective officers hereunto this 27th day of
October, 1992.

                                            SECOND IMPERIAL GEOTHERMAL COMPANY

                                            By /s/ James W. Porter, Jr.
                                              ----------------------------------

ATTEST:

By /s/ F. Neil Schmidt
  ---------------------------
           Secretary

                                            IMPERIAL IRRIGATION DISTRICT

                                            By /s/ Indecipherable
                                              ----------------------------------

ATTEST:

By /s/ Indecipherable
  ---------------------------
           Secretary

                                       18

EX-10.3.25 22nd Page of 37 TOC 1st Previous Next ↓Bottom Just 22nd
                                    EXHIBIT I

               DEVELOPMENTS AND METHODOLOGIES FOR THE TRANSMISSION

             AND SUBTRANSMISSION SERVICE CHARGES AND SCHEDULING FEE

EXHIBIT I.A

DEVELOPMENT AND METHODOLOGY FOR THE 92-KV, 161-KV AND 230-KV TRANSMISSION
SERVICE CHARGE

EXHIBIT I.B

METHODOLOGY FOR THE 34.5-KV SUBTRANSMISSION SERVICE CHARGE

EXHIBIT I.C

METHODOLOGY AND CALCULATION OF SCHEDULING FEE

                                      EI-1

EX-10.3.25 23rd Page of 37 TOC 1st Previous Next ↓Bottom Just 23rd
                                   EXHIBIT I.A

                           DEVELOPMENT AND METHODOLOGY

                FOR THE 92-161-230-KV TRANSMISSION SERVICE CHARGE

EI.A-1 DEVELOPMENT

Plant Investment

   Transmission @ 12-31-83:
      OC (2) ....................................................   $ 20,700,415
      RCN (3) ...................................................   $ 88,300,000

Adjusted Investment

   Weighted Plant (4) ...........................................   $ 40,980,291
   Transmission Plant Additions (1984-1991) (9) .................   $ 86,825,654
   Transmission Credit to Rate Base through 12-31-90 ............   $  9,950,621
   Transmission Credit to Rate Base During 1991
   $5,645,726 x 600-40
                ------
                  600 ...........................................   $  5,269,344
   General Plant (Allocated) (5) ................................   $  3,937,700
   M&S (Allocated) (6) ..........................................   $  4,160,284
                                                                    ------------

      Total Adjusted Investment (TAI) ...........................   $151,123,894

Annual Cost

   Fixed Cost @ 9.694% x TAI (1) ................................   $ 14,649,950
   Transmission O&M (Allocated) (7) .............................   $  1,930,022
   A&G (Allocated) (8) ..........................................   $  1,527,049
                                                                    ------------

      Total Annual Cost .........................................   $ 18,107,021

   Annual Peak Load (KW) (Includes Wheeling of 492,000 KW) ......      1,009,000
   Cost per KW per Year .........................................   $      17.95
   Cost per KW per Month ........................................   $       1.50

                                      EI-2

EX-10.3.25 24th Page of 37 TOC 1st Previous Next ↓Bottom Just 24th
EI.A-2 METHODOLOGY

(1)  Fixed cost @ 9.694% based on 6.897% interest rate, 33-year amortization and
     1.25 coverage. This rate is based on the average interest rate for the Year
     1991 as obtained from the "Merrill Lynch 500 Municipal Bond Index Power."

(2)  OC = Original Cost; see under Total Original Cost, EI-7

(3)  RCN = Reproduction Cost New; see under "Total RCN," EI-7

(4)  Weighted Plant = 70% OC + 30% RCN

(5)  General Plant (Allocated) =

          General Plant x     Transmission O&M (Allocated) + Dispatching
                          --------------------------------------------------
                                   (Production O&M Excluding Fuel) +
                                (Distribution O&M) + (Transmission O&M)
                          + (Customer Accounting & Services) + (Dispatching)

     = $27,736,022 x                   $1,930,022 + $714,354
                     ------------------------------------------------------------
                     $6,160,517 + $7,153,105 + $2,018,790 + $2,579,455 + $714,354

     = $27,736,022 x $ 2,644,376 = $ 3,937,700
                     -----------
                     $18,626,221

(6)  M&S (Allocated) = M&S x    Transmission OC
                             --------------------
                             Total Electric Plant

                     = $11,638,051 x $165,436,326
                                     ------------
                                     $462,794,466

                     = $ 4,160,284

                                      EI-3

EX-10.3.25 25th Page of 37 TOC 1st Previous Next ↓Bottom Just 25th
EI.A-2 (Continued)

(7)  Transmission O&M (Allocated) =

        Transmission O&M x      Transmission OC
                           ------------------------
                           Total Transmission Plant

        = $2,018,790 x $165,436,326
                       ------------
                       $173,045,273

        = $1,930,022

(8)  A&G (Allocated) = A&G x  Transmission O&M (Allocated) + Dispatching
                             ------------------------------------------------
                             (Production O&M Excluding Fuel) + (Distribution
                                O&M) + (Transmission O&M) + (Dispatching) +
                                (Customer Accounting and Services)

        = $10,756,097 x $ 2,644,376
                        -----------
                        $18,626,221

        = $l,527,049

(9)  IID Transmission Plant Additions:

        1984:    $ 4,430,251
        1985:    $ 1,613,927
        1986:    $30,826,399
        1987:    $ 2,925,708
        1988:    $ 3,090,073
        1989:    $13,835,199
        1990:    $20,272,548
        1991:    $ 9,831,549
        -----    -----------
        TOTAL:   $86,825,654

                                      EI-4

EX-10.3.25 26th Page of 37 TOC 1st Previous Next ↓Bottom Just 26th
--------------------
IID-EDISON
Transmission Service
Agreement for             IMPERIAL IRRIGATION DISTRICT
Alternative Energy          ELECTRIC PLANT INVESTMENT
Resources                       DECEMBER 31, 1991
--------------------

                                            Original     Reserved for    Depreciated
                                              Cost       Depreciation       Value
                                          ------------   ------------   ------------

Production Plant:
Steam                                     $ 30,278,622   $ 23,851,041   $  6,427,581
Hydro                                       51,246,414     20,741,676     30,504,738
Diesel                                           5,071             --          5,071
Gas turbines                                21,098,788      9,584,036     11,514,752
                                          ------------   ------------   ------------
   Total production plant                  102,628,895     54,176,753     48,452,142
                                          ------------   ------------   ------------
Transmission Plant:
Transmission                               165,436,326     31,203,205    134,233,121
Subtransmission                              7,608,947      2,969,309      4,639,638
                                          ------------   ------------   ------------
   Total transmission plant                173,045,273     34,172,514    138,872,759
                                          ------------   ------------   ------------
Distribution Plant:
Land and land rights                           589,504                       589,504
Structures and improvements                  4,736,127        872,005      3,864,122
Station equipment                           40,863,687      9,506,020     31,357,667
Poles, towers and fixtures                  23,625,121      6,834,162     16,790,959
Overhead conductors and devices             19,256,219      7,719,708     11,536,511
Underground conduit                          1,161,303        229,200        932,103
Underground conductors and devices          22,138,225      3,028,074     19,110,151
Line transformers                           27,274,739     10,176,621     17,098,118
Services                                     6,896,965      2,974,220      3,922,745
Meters                                       7,981,467      2,794,026      5,187,441
Street lighting and signal system            3,414,932      1,627,564      1,787,368
                                          ------------   ------------   ------------
   Total distribution plant                157,938,289     45,761,600    112,176,689
                                          ------------   ------------   ------------

General plant                               27,736,022      4,531,366     23,204,656

Intangible plant                                49,379                        49,379

Donations in aid of construction -
   P.W.A. Grant                                             2,080,920     (2,080,920)

Contributions in aid of construction                        1,590,228     (1,590,228)
                                          ------------   ------------   ------------
   Total electric plant in service         461,397,858    142,313,381    319,084,477
                                          ------------   ------------   ------------

Electric plant acquisition adjustment          719,334        719,334

Electric plant held for future use             677,274        371,130        306,144
                                          ------------   ------------   ------------
   Total electric plant                   $462,794,466   $143,403,845   $319,390,621
                                          ============   ============   ============

Materials and supplies                    $ 11,638,051
                                          ============

( ) Deductions

ELECTRIC.INV                          EI-5

EX-10.3.25 27th Page of 37 TOC 1st Previous Next ↓Bottom Just 27th
                                                 -------------------------------
                       SUMMARY                   IID-EDISON
      POWER OPERATION AND MAINTENANCE EXPENSE    Transmission Service Agreement
                        1991                     for Alternate Energy Resources
                                                 -------------------------------

                                   Fuel and
                                  Purchased       Other
                                    Power       Operation   Maintenance       Other          Total
                                 -----------   ----------   -----------   ------------   ------------

PRODUCTION

Steam Generation
   El Centro Steam Plant         $10,488,112   $1,560,070   $ 2,044,057    $             $ 14,092,239

Hydraulic Generation
   AAC Drops                                      887,469     1,094,339 =  $ 6,160,517      1,981,808
   Other                                                        107,756                       107,756

Other Generation                     338,815      119,035       347,791                       805,641

Purchased Power                   61,059,300                                               61,059,300

Other Production Expense                          739,354                                     739,354
                                 -----------   ----------   -----------    -----------   ------------
   Total Production Expense       71,886,227    3,305,928     3,593,943                    78,786,098

Transmission Plant                                554,279     1,464,511                     2,018,790

Distribution                                    1,870,803     5,282,302                     7,153,105

Customer Accounting                                                          2,579,455      2,579,455

General & Administrative                                                    10,756,097     10,756,097
                                 -----------   ----------   -----------    -----------   ------------
   Total Power 0 & M             $71,886,227   $5,731,010   $10,340,756    $13,335,552   $101,293,545
                                 ===========   ==========   ===========    ===========   ============

                                      EI-6

EX-10.3.25 28th Page of 37 TOC 1st Previous Next ↓Bottom Just 28th
                    ________________________________________
                   REPRODUCTION COST _____ _____ ____________
                         (Costs In Millions Of Dollars)

IID-Edison Transmission
Service Agreement for
Alternative Resources

                   ORIGINAL      NET
            YEAR     COST     ADDITIONS   HWI   TRANSLATOR    RCN
            ----   --------   ---------   ---   ----------   -----
            1938      0.15       0.15      22      11.__      1.73
            1939      0.24       0.09      22      11.__      1.04
            1940      0.24       0.02      22      11.33      0.23
            1941      0.26       0.00      23      11.04      0.00
            1942      0.55       0.29      2_      10.1_      2.__
            1943      1.78       1.23      2_      10.16     1_.__
            1944      2.05       0.27      2_      10.16      2.74
            1945      1.91      -0.14      2_       9.77     -1.27
            1946      1.83      -0.06      29       8.76     -0.53
            1947      2.13       0.28      34       7.47      2.09
            1948      2.33       0.19      37       6.86      1.30
            1949      3.45       1.13      38       6.68      7.33
            1950      4.35       0.90      40       6.35      5.7_
            1951      4.49       0.14      45       5.64      0.79
            1952      6.07       1.58      46       5.52      _.72
            1953      6.23       0.16      49       5.18      0._3
            1954      6.79       0.56      50       5.08      2._4
            1955      7.83       1.04      52       4.__      3.0_
            1956      8.36       0.53      56       4.54      2.40
            1957      9.94       1.58      57       4.46      7.04
            1958     10.16       0.22      59       4.31      0.95
            1959     10.64       0.4_      60       4.23      2.03
            1960     10.95       0.31      60       4.23      1.31
            1961     11.03       0.0_      39       4.31      0.34
            1962     11.76       0.73      39       4.31      3.14
            1963     11._0       0.04      39       4.31      0.17
            1964     12.00       0.20      61       4.16      0._3
            1965     12.08       0.0_      64       3.77      0.32
            1966     12.36       0.20      67       3.79      1.06
            1967     12.46       0.10      70       3.63      0.36
            1968     13.10       0.__      73       3.4_      2.23
            1969     13.33       0.23      78       3.26      0.75
            1970     14.22       0.89      93       3.06      2.7_
            1971     14.43       0.21      39       2._5      0.60
            1972     14.47       0.04      93       2.73      0.11
            1973     14.59       0.12     100       2._4      0.30
            1974     15.19       0.60     124       2.05      l.22
            1975     15.21       0.02     145       1.75      0.0_
            1976     15.32       0.11     1__       1.61      0.__
            1977     15.59       0.27     172       1.4_      0.__
            1978     15.71       0.12     174       1.46      0.__
            1979     15.__       0.14     190       1.24      0.__
            1980     16.14       0.27     211       1.20      0.__
            1981     18.18       2.04     230       1.10      0.__
            1982     20.08       1.90     245       1.04      1.9_
            1983     20.70       0.62     254       1.00      0.__
                     -----      -----     ---       ----     -----
            TOTAL    20.70      20.70     254       4.27      __._

(1)  Original Cost As Of December 31 Of Each Year Was From IID
     Annual Reports And Includes __ __ And ___ __ Transmission Plant Investment.

(2)  _______________ _______ for Total Transmission Plant For ___

                                      EI-7

EX-10.3.25 29th Page of 37 TOC 1st Previous Next ↓Bottom Just 29th
                                   EXHIBIT I.B

EI.B.A METHODOLOGY FOR 34.5-KV SUBTRANSMISSION SERVICE CHARGE

1.   Original Cost (OC):

          OC = Current Cost ($/mile) x 1964 HW
                                       -------
                                       1991 HW

          Current cost/mile = $37,371

          HW = Handy Whitman Index for Total Transmission Plant
               for the Pacific Region

                    1964 HW =  61
                    1991 HW = 314

          OC = $37,371/mile x  61 = $7,260/mile
                              ---
                              314

2.   O&M = 3% of OC

3.   A&G = 1% of OC

4.   Annual Fixed Cost (AFC) = 10.21% of OC; 10.21% is as defined in EI.A - 2(I)

5.   Transmission Loading (TL) = Absolute value of line loadings

6.   $/KW - Year = $/year divided by TL

7.   For mileage, see EI-ll

EX-10.3.25 30th Page of 37 TOC 1st Previous Next ↓Bottom Just 30th
EI.B-1 DEVELOPMENT OF SERVICE CHARGES
       FOR GEM GEOTHERMAL PLANT UNIT NO. 1

A.   East Mesa to Magma (Tap)

     Miles x OC = 6.37 x $7,260/mile = $46,246

     AFC = 0.1021 x $42,246 = $4,722          TL = 10,000 KW
     O&M = 0.03   x $42,246 = $1,387          $/KW - Year  = $0.6571
     A&G =  .01   x $42,246 = $  462          $/KW - Month = $0.0548
                              ------

                     $/Year = $6,571

B.   Magma (Tap) to Maggio

     Miles x OC = 3.6 miles x $7,260/mile = $26,136

     AFC = 0.1021 x $26,136 = $2,668          TL = 8,000 KW
     O&M =  .03   x $26,136 = $  784          $/KW - Year  = $0.4642
     A&G =  .01   x $26,136 = $  261          $/KW - Month = $0.0387

                     $/Year = $3,713

C.   Maggio to Holtville

     Miles x OC = 0.73 x $7,260/mile = $5,300

     AFC = 0.1021 x $5,300 = $541             TL = 6,400 KW
     O&M =  .03   x $5,300 = $159             $/KW - Year  = $0.1177
     A&G =  .01   x $5,300 = $ 53             $/KW - Month = $0.0098

                    $/Year = $753

Summary of Charges

A + B + C = $(.0548 + .0387 + .0098) = $0.1033/KW - Month
Rounded to $0.10/KW - Month

EX-10.3.25 31st Page of 37 TOC 1st Previous Next ↓Bottom Just 31st
EI.B-2  DEVELOPMENT OF SERVICE CHARGES
        EARTH ENERGY GEOTHERMAL PLANT UNIT NO. 1

A.   Salton Sea to Calipatria:

     Miles x OC = 10.8 miles x $7,260/mile = $78408

     AFC = 0.1021 x $78,408 = $ 8,005      TL = 10,000 KW
     O&M =  .03   x $78,408 = $ 2,352      $/KW - Year  = $1.1141
     A&G =  .01   x $78,408 = $   784      $/KW - Month = $0.0928
                              -------
                     $/Year = $11,141

     Charges = $0.0928/KW - Month
     Rounded to $0.09/KW  - Month

                                      EI-10

EX-10.3.25 32nd Page of 37 TOC 1st Previous Next ↓Bottom Just 32nd
     ONE LINE DIAGRAM OF SUBTRANSMISSION PATH FOR EXISTING GEOTHERMAL UNITS

                 [Graphic: Simplified Switch Connection Diagram]

     NOTE: DIAGRAM DEPICTS SHORTEST 34.5KV PATH TO 92KV TRANSMISSION NETWORK

                                      EI-11

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                                   EXHIBIT I.C

                  METHODOLOGY AND CALCULATION OF SCHEDULING FEE

                              ANNUAL DETERMINATION

                                       OF

                               IID SCHEDULING FEES

During the month of April each year, Imperial Irrigation District (IID) will
calculate monthly fees for scheduling services related to Alternative Energy
Resources and transactions with other utilities as follows:

     A.   An appropriate number of scheduling units will be assigned to every
          IID resource, Alternative Energy Resource, and transaction with other
          utilities in operation during the preceeding year. The number of
          scheduling units assigned to each resource and/or transaction will
          depend upon the total daily number of functions and therefore,
          estimated time required to schedule the resource and/or transaction.
          This estimate will be directly related to the complexity of the
          scheduling service being provided. Table 1 shows how the total
          scheduling units were determined for the IID system.

     B.   The expenses related to dispatching and scheduling service will be
          equal to the sum of the following:

          1.   IID FPC Account 556 for the year preceding the year of
               calculation.

          2.   A portion of the annual expenses related to the SCADA and AGC
               systems for the year preceeding the year of calculation,
               determined by multiplying one half of the levelized debt service
               payments for the systems by the percentage that FPC Account 556
               is of the total of FPC Accounts 556, 561 and 581. Table 2 shows
               calculations involved with this step.

     C.   The annual scheduling fee per scheduling unit will be determined by
          dividing the expenses related to scheduling found in Step B by the
          total scheduling units from Step A. The per unit fee will then be
          multiplied by the number of scheduling units assigned to each resource
          and/or transaction to develop an appropriate annual scheduling fee for
          that resource and/or transaction. The monthly scheduling fee will then
          be calculated by dividing the annual fee by 12. Table 3 shows the
          calculation.

The revised scheduling fee will be effective on June 1 of the year in which they
are calculated.

EX-10.3.25 34th Page of 37 TOC 1st Previous Next ↓Bottom Just 34th
-----------------
IID-Edison
Service Agreement
for Alternative
Energy Resources
-----------------

                                     TABLE 1

                          IMPERIAL IRRIGATION DISTRICT

                           SCHEDULING FEE METHODOLOGY

                     DETERMINATION OF TOTAL SCHEDULING UNITS

                                                        Hours   Payback/      Pre-    On AGC    Off      Loss
                                    Energy  Capacity  Variable  Banking   Scheduling  System  System  Accounting
                                    (X=2)     (X=2)     (X=l)    (X=2)       (X=l)     (X=l)   (X=l)     (X=l)    Total
                                    ------  --------  --------  --------  ----------  ------  ------  ----------  -----

IID'S Generating Units:

Pilot Knob                             X        X         X                              X                           6
Drop No. 1                             X        X         X                              X                           6
Drop No. 2                             X        X         X                              X                           6
Drop No. 3                             X        X         X                              X                           6
Drop No. 4                             X        X         X                              X                           6
Drop No. 5                             X        X         X                              X                           6
East Highline                          X        X         X                              X                           6
Turnip and Double Weir                 X        X         X                              X                           6
El Centro Unit No. 1                   X        X         X                              X                           6
El Centro Unit No. 2                   X        X         X                              X                           6
El Centro Unit No. 3                   X        X         X                              X                           6
El Centro Unit No. 4                   X        X         X                              X                           6
Coachella Units No. 1 and 2            X        X         X                              X                           6
Coachella Units No. 3 and 4            X        X         X                              X                           6
Rockwood                               X        X         X                              X                           6
Brawley                                X        X         X                              X                           6
                                                                                                                   ---
                                                                                                       Subtotal     96
Alternative Energy Resources:

Earth Energy 1                         X        X         X         X          X                 X        X         10
Earth Energy 2                         X        X         X         X          X                 X        X         10
GEM 1                                  X        X         X         X          X                 X        X         10
GEM 2                                  X        X         X         X          X                 X        X         10
GEM 3                                  X        X         X         X          X                 X        X         10
Heber HGC                              X        X         X         X          X                 X        X         10
Vulcan Power                           X        X         X         X          X                 X        X         10
Orm___ I                               X        X         X         X          X                 X        X         10
Orm___ II                              X        X         X         X          X                 X        X         10
Western _io__s I                       X        X         X         X          X                 X        X         10
Western _io__s II                      X        X         X         X          X                 X        X         10
Del R_nch                              X        X         X         X          X                 X        X         10
J.J. Elmore                            X        X         X         X          X                 X        X         10
Desert Power                           X        X         X         X          X                 X        X         10
Leathers                               X        X         X         X          X                 X        X         10
Colmac                                 X        X         X         X          X                 X        X         10
                                                                                                                   ---
                                                                                                       Subtotal    160

Transactions with Other Utilities:

DOE (WAPA)                             X        X         X         X          X                 X                   9
EPE                                    X        X         X                    X                 X                   7
SCE                                    X                  X         X          X                 X                   7
SDG&E                                  X                  X         X          X                 X        X          8
APS                                    X                  X                    X                 X        X          6
SCE GT's (Axis)                        X        X         X         X          X                 X                   9
SCE (Axis)                             X        X         X         X          X                 X                   9
YCWUA                                  X                  X                                      X                   4
Division                               X                  X                                      X                   4
                                       X                  X                                      X                   4
                                       X        X         X                    X                 X         X         8
                                                                                                                   ---
                                                                                                       Subtotal     75
                                                                                         Total Scheduling Units    331
                                                                                                                   ---

                                      EI-13

EX-10.3.25 35th Page of 37 TOC 1st Previous Next ↓Bottom Just 35th
                                     TABLE 2

                          IMPERIAL IRRIGATION DISTRICT

                           SCHEDULING FEE METHODOLOGY

                         EXPENSES RELATED TO SCHEDULING

IID 1991 Actual

   FPC Account 556 (3)   $  714,354   (60.28%)
   FPC Account 561       $  332,729   (28.08%)
   FPC Account 581       $  137,981   (ll.64%)
                         ----------   -------
                         $1,185,064   (100.0%)

SCADA and AGC Systems

   Investment (2)                 = $5,790,539
   Annual Expense
      $5,790,539 x 0.10179116 (1) = $  589,426

Expenses Related to Scheduling

   FPC Account 556                           = $  714,354
   60.28% of SCADA and AGC Systems
      Annualized Expense ($589,426 x 0.6028) = $  355,306
                                               ----------
   Total Expense Related to Scheduling       = $1,069,660

(1)  Capital Recovery Factor determined from the following levelized debt
     service payments:

     a.   $7,611,000 for $ 65,000,000 - May, 1983 COP issue

     b.   $9,572,875 for $103,815,000 - April, 1990 COP issue

(2)  Fifty percent of total investment for SCADA and AGC, $11,581,078, is
     assumed related to transmission service

(3)  Related to load dispatching for system control

                                      EI-14

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                                     TABLE 3

                          IMPERIAL IRRIGATION DISTRICT

                           SCHEDULING FEE METHODOLOGY

                          CALCULATION OF SCHEDULING FEE

Annual Charge per Scheduling Unit
   Total Expanses Related to Scheduling (from Table 2) = $1,069,660
   Total Scheduling Units (from Table 1)                        331
                                                         ----------
   Annual Charge per Scheduling Unit ($1,069,660/331)  = $    3,232

Alternative Energy Resource Scheduling Fee

   All Plants:

      Annual Charge (10 Scheduling Units x $3,232)     = $32,320/year
      (1) Monthly Charge ($32,320/12)                  = $ 2,693/month

(1)  Also applies to new plants to be on-line in 1992

                                      EI-15

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                                   EXHIBIT II

     The Maximum Transmission Service Entitlement for the Plant is 33 megawatts.

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Dates Referenced Herein

		Referenced-On Page
This ‘S-1/A’ Filing	Date	First	Last	Other Filings

Filed on:	9/28/04			None on these Dates
	11/30/92	4
				List all Filings

2 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/25/22  Ormat Technologies, Inc.          10-K       12/31/21  143:66M                                    RDG Filings/FA
 2/26/21  Ormat Technologies, Inc.          10-K       12/31/20  144:33M                                    RDG Filings/FA

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Filing Submission 0000950136-04-003123 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Ormat Technologies, Inc. – IPO: ‘S-1/A’ on 9/28/04 – EX-10.3.25

On: Tuesday, 9/28/04, at 9:30am ET · Accession #: 950136-4-3123 · File #: 333-117527

Previous ‘S-1’: ‘S-1’ on 7/21/04 · Next: ‘S-1/A’ on 10/22/04 · Latest: ‘S-1/A’ on 11/10/04 · 2 References: By: Ormat Technologies, Inc. – ‘10-K’ on 2/25/22 for 12/31/21 By: Ormat Technologies, Inc. – ‘10-K’ on 2/26/21 for 12/31/20

Initial Public Offering (IPO): Pre-Effective Amendment to Registration Statement (General Form) — Form S-1Filing Table of Contents

EX-10.3.25 — Transmission Service Agreement

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Dates Referenced Herein

2 Subsequent Filings that Reference this Filing

Previous ‘S-1’: ‘S-1’ on 7/21/04 · Next: ‘S-1/A’ on 10/22/04 · Latest: ‘S-1/A’ on 11/10/04 · 2 References:

Initial Public Offering (IPO): Pre-Effective Amendment to Registration Statement (General Form) — Form S-1
Filing Table of Contents