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Ormat Technologies, Inc. – IPO: ‘S-1/A’ on 9/28/04 – EX-10.1.15

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-10.1.15 — Services Agreement
Exhibit Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Service Personnel
1	1st Page - Filing Submission
10	Service Personnel

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

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                                                                 Exhibit 10.1.15

                               SERVICES AGREEMENT

                    ENTERED INTO THIS 15TH DAY OF JULY, 2004

         THIS SERVICES AGREEMENT (this "Agreement") is made and entered into as
of the 1st day of July, 2004 (the "Effective Date") by and among Ormat
Industries Ltd., an Israeli Public corporation with principal place of business
at the Industrial Area, Yavne ("OIL"), and Ormat Systems Ltd., an Israeli
corporation with principal place of business at the Industrial Area, Yavne
("OSL").

                              W I T N E S S E T H:
                              - - - - - - - - - -

         WHEREAS, OIL and OSL have entered, into a purchase agreement dated as
of the date hereof (the "PURCHASE AGREEMENT") pursuant to which OSL has agreed
to purchase and assume from OIL, and OIL has agreed to sell and assign to OSL,
certain assets and liabilities related to the Business (as defined in the
Purchase Agreement) all under the terms and subject to the conditions set forth
therein; and

         WHEREAS, the parties to the Purchase Agreement agreed therein that OSL
shall provide corporate, financial, secretarial and administrative services to
OIL as would be set forth in a services agreement; and

         NOW, THEREFORE, in consideration of the foregoing premises, the mutual
covenants herein contained, and other good and valuable consideration the
receipt and sufficiency of which are hereby acknowledged, the parties hereto,
intending to be legally bound, hereby agree as follows:

1.     Definitions. Unless otherwise expressly defined in this Agreement, any
       capitalized term used herein shall bear the meaning ascribed to it in the
       Purchase Agreement.

2.     The Services. For the purposes of this Agreement, the term "SERVICES"
       means corporate, financial, secretarial and administrative services as
       more fully set forth in SCHEDULE 2 attached hereto. The Services shall
       also include the use of office space and office equipment which is either
       owned or leased or used by OSL and which may be necessary from time to
       time for the provision of the Services.

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                                       2

       In addition, upon the request of OIL, to the extent that at the relevant
       time OSL employs the adequate personnel for such tasks, OSL shall provide
       to OIL engineering services related to the business of Opti Canada, Inc.
       and of Opti Technologies, BV (the "ENGINEERING SERVICES").

3.     Hire of Services.

       3.1  Effective upon the Effective Date and until this Agreement is
            terminated in accordance with its terms, OIL hereby retains OSL
            to perform and provide the Services and OSL undertakes to perform
            and provide the Services and the Engineering Services, if so
            required, to OIL.

       3.2  It is hereby agreed and clarified that the Services shall be
            subject to and supervised by the Board of Directors of OIL, or
            any person duly authorized by such Board of Directors.

       3.3  OSL undertakes to provide the Services hereunder which are
            typically performed by key officers, only through the persons
            listed in SCHEDULE 3.3, attached hereto (the "SERVICE PERSONNEL")
            or any amendment thereto effected pursuant to Section 3.4 below.

       3.4  The list of Service Personnel may be amended either (a) by OSL,
            provided the prior written consent of OIL for such amendment will
            have been obtained by OSL; or (b) by a written notice from OIL to
            OSL which shall be binding upon its receipt by OSL. It is hereby
            clarified that any amendment to the Service Personnel initiated
            by OIL shall not require any prior or subsequent OSL's approval
            and/or consent in any form whatsoever. Such decision of OSL or
            OIL to amend the list of Service Personnel, will be at the sole
            discretion of the board of directors of the respective company,
            without it being necessary to obtain the approval of the general
            meeting of the shareholders of the relevant company.

       3.5  Nothing in this Agreement shall prevent OIL from engaging any
            other persons and/or entities in connection with the Services
            provided that OSL shall not be liable or responsible in any
            manner for any loss, damage, liability, expense, claim, etc. to
            OIL as a result of any such other person or entities providing
            Services.

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                                       3

4.     Acceptance by OSL. OSL hereby accepts the engagement set forth in Section
       2 above and agrees to render the Services to OIL in accordance with the
       terms and conditions of this Agreement and further agrees to provide for
       the benefit of OIL its best judgment, efforts and skill in rendering its
       Services under this Agreement.

5.     Consideration. For all Services to be provided by OSL to OIL hereunder
       throughout the term of this Agreement: OIL shall pay to OSL monetary
       consideration of US$ Ten Thousand (10,000$) per month (the "MONTHLY
       FEES") and all out of pocket expenses borne by OSL with respect to the
       Services rendered hereunder. In addition, OIL shall pay OSL in
       consideration for the Engineering Services a fee equal to the cost of
       such services to OSL plus 10% (the "ENGINEERING FEES"), as well as any
       other out of pocket expenses borne by OSL with respect to such
       services. For the purpose of this section, "cost" of Engineering
       Services shall be based on salaries and other benefits paid by OSL to
       those employees of OSL through whom such Engineering Services are
       provided to OIL, calculated in proportion to the actual time spent for
       the provision of said services.

       On each anniversary of this Agreement, commencing 12 months from January
       1, 2005, the Monthly Fees shall be increased by the rate of increase in
       the CPI in Israel during the previous 12 months period plus 10% (of such
       increase).

       OIL shall pay to OSL the Monthly Fees, the Engineering Fees and out of
       pocket expenses, as set forth above, on a monthly basis, until the
       fifteenth day of each month with respect to the previous month. Any
       payment hereunder shall be paid together with VAT at the applicable rate
       added to the fees mentioned above and be made by wire transfer to OSL's
       bank account, the details of which shall be provided to OIL by OSL in
       writing, as may be amended from time to time.

6.     Term and Termination. This Agreement shall continue in effect from the
       Effective Date through and including December 31, 2009 (the "INITIAL
       PERIOD") and shall automatically renew for an unlimited number of
       successive one (1) year renewal periods thereafter (each, a "RENEWAL
       PERIOD"), unless (i) OIL provides written notice to the other that it
       elects to terminate this Agreement, which such written notice must be
       given not less than one hundred and eighty (180) days prior to the
       expiration of the Initial Period or any Renewal Period, as the case
       may be; (ii) either OIL or OSL provides written notice to the other
       that it elects to immediately terminate this Agreement if the other
       party becomes insolvent, makes a general assignment for the benefit of
       creditors, files a voluntary petition of bankruptcy, suffers or

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                                       4

       permits the appointment of a receiver for its business or assets, or
       becomes subject to any proceedings under any bankruptcy or insolvency
       law, voluntarily or otherwise, in which case the notifying party may
       regard the other party as in default under this Agreement; (iii) a
       party hereto is in breach of, or default under, this Agreement, and
       the other party serves a thirty (30) days' written termination notice
       to the breaching party. Said notice shall become effective at the end
       of such period, unless during said period the breaching party shall
       cure such breach or default. In the event of such termination, the
       non-breaching party shall have all rights and remedies available at
       law or in equity.

7.     Insurance. OSL hereby undertakes that immediately following the signing
       of this Agreement, a Directors and Officers' insurance policy shall be
       procured for any persons listed on the Service Personnel list, as shall
       be amended from time to time, in the minimum amount of US$ Five Million
       ($5,000,000), per incident and per period, and that such insurance policy
       shall be maintained effective with respect to each person so insured, for
       at least until seven years following the termination of such person's
       employment with OSL. OSL shall either execute such undertaking by
       procuring such insurance policy on its own account or by ensuring such
       coverage as part of a D&O insurance policy obtained by any of its parent
       companies.

8.     Confidentiality. Each party recognizes that it and its officers,
       directors, employees and agents may obtain knowledge of the trade
       secrets and other confidential information of the other party which is
       valuable, special or unique to the continued business of that party.
       Accordingly, each party agrees to hold such information in confidence
       and to use its best efforts to ensure that such information is held in
       confidence by its officers, directors and employees. Notwithstanding
       the foregoing, each party may make such disclosure to outside parties
       as may be necessary to comply with applicable governmental laws,
       rules, and regulations and judicial orders or if any confidential
       information is or was in the public domain or generally available to
       the public through no unauthorized act or omission of the disclosing
       party. The parties acknowledge that each party's confidential
       information represents unique and valuable assets.

9.     OSL as Independent Contractor. OSL and its employees shall, for all
       purposes of this Agreement, be deemed to be an independent contractor and
       not an agent or employee of the OIL and, except as otherwise expressly
       provided herein and/or authorized by the Board of Directors of OIL, shall
       have no authority to act for or to represent OIL or otherwise to be
       deemed an agent of OIL.

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                                       5

10.    Binding Effect; Successors and Assigns; Assignment. This Agreement shall
       be binding upon and inure to the benefit of the parties hereto and their
       respective heirs, successors, permitted assigns and legal
       representatives. This Agreement shall be for the sole benefit of the
       parties to this Agreement and their respective heirs, successors,
       permitted assigns and legal representatives. This Agreement may not be
       assigned by either party without the prior written consent of the other
       party. Any attempted assignment in violation of this Section 10 shall be
       null and void.

11.    Counterparts; Signatures; Titles and Headings. This Agreement may be
       executed in counterparts, each of which shall be deemed an original
       agreement, but all of which together shall constitute one and the same
       instrument. This Agreement shall be deemed executed and delivered upon
       the delivery of original signed copies, or facsimile copies containing
       telecopied signatures, to each other party hereto. The headings in this
       Agreement are for reference purposes only and shall not in any way affect
       the meaning or interpretation of this Agreement.

12.    Governing Law; Jurisdiction and Venue. This Agreement shall be governed
       by and construed in accordance with the laws of the State of Israel,
       without reference to choice of law principles thereof, and the parties
       agree to exclusively submit to the jurisdiction and venue of Israel and
       the courts of Tel-Aviv-Jaffa, Israel.

       Each Party hereto waives any claim of consequential damages from the
       other unless: (a) the foreseeability of such damages at the time of the
       contract; and (b) the amount of such damages are proven by clear and
       convincing evidence.

       Each party hereto hereby waives any claim to punitive, multiplied or
       exemplary damages from the other.

       It is hereby clarified that in case the first paragraph of this Section
       12 is found, by a court of competent jurisdiction, to be unenforceable or
       otherwise invalid, each party hereto waives its right to trial of any
       issue by jury.

13.    Warranty. This Services Agreement is entered into on an "AS IS" basis
       without a warranty of any kind. All express or implied representations
       and/or warranty, including without limitation any implied warranty,
       are hereby excluded. The entire risk as to the quality of Services is
       borne by OIL.

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                                       6

14.    Severability. If any provision of this Agreement shall be determined by
       any court of competent jurisdiction (or any other agreed-upon dispute
       resolving body) to be unenforceable or otherwise invalid as written, the
       same shall be enforced and validated to the fullest extent permitted by
       law. All provisions of this Agreement are severable, and the
       unenforceability or invalidity of any single provision hereof shall not
       affect the remaining provisions.

15.    Notices. Except as otherwise provided herein, all notices shall be in
       writing and shall be effective upon receipt, if delivered personally or
       if mailed by overnight courier, postage prepaid, or upon generation of a
       confirmation if sent by facsimile (provided that such transmission is
       followed by mailing of a conforming copy) to the parties at their
       addresses set forth in the first paragraph of this Agreement or such
       other address as subsequently may be specified in writing by a party to
       the other parties.

16.    No Strict Construction; Interpretation. The parties hereto acknowledge
       that this Agreement has been prepared jointly by the parties hereto and
       their respective legal counsel, and shall not be strictly construed
       against any party as a result of the party drafting any given provision
       hereof. Unless otherwise indicated to the contrary herein by the context
       or use thereof, (a) the words "herein," "hereto," "hereof," and words of
       similar import refer to this Agreement as a whole and not to any
       particular Section, subsection or paragraph hereof, (b) words importing
       the masculine gender shall include the feminine and neutral genders and
       vice versa, and (c) words importing the singular shall include the plural
       and vice versa.

17.    Entire Agreement; Modification and Waiver. Except for the agreements
       specifically referenced in or contemplated by this Agreement, this
       Agreement constitutes the entire agreement between the parties with
       respect to the matters covered hereby and supersedes all previous
       written, oral or implied understandings between them with respect to
       such matters. This Agreement may be amended or modified only by a
       writing signed by the party against whom enforcement of such amendment
       or modification is sought. Any of the terms or conditions of this
       Agreement may be waived at any time by the party or parties entitled
       to the benefit thereof, but only by a writing signed by the party or
       parties waiving such terms or conditions. No waiver of any provisions
       of this Agreement or of any rights or benefits arising hereunder shall
       be deemed to constitute or shall constitute a waiver of any other
       provisions of this Agreement (whether or not similar) nor shall such
       waiver constitute a continuing waiver unless otherwise expressly
       provided in writing.

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                                       7

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their duly authorized representatives as of the day first above written.

ORMAT INDUSTRIES LTD

By: /s/ Lucien Y. Bronicki
    ----------------------------------
    Name: Lucien Y. Bronicki
    Title: Chairman of the Board

ORMAT SYSTEMS LTD

By: /s/ Etty Rosner
    ----------------------------------
    Name: Etty Rosner
    Title: V.P. Contract Administrator

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                                       8

                                  SCHEDULE 2

SERVICES PROVIDED BY OSL TO OIL:

OSL will provide corporate, financial, secretarial and administrative services
to OIL which shall encompass, among other, the following detailed services:
Corporate executive and statutory services providing personnel to fulfill the
statutory positions required by law for public entities, all bookkeeping and
accounting services, public and investment relations services, management of
assets, obligations, liabilities, corporate reporting requirements, any
administrative functions and services required to maintain a public entity.

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                                       9

                                  SCHEDULE 3.3

SERVICE PERSONNEL:

Lucien Y. Bronicki - Chairman of the Board of Directors

Yehudit Bronicki - Managing Director and Director

Lisa Kidron - Chief Financial Officer

Etty Rosner - Corporate Secretary

Amit Gorka - Controller Moti Katz - Head Bookkeeper

Accounting, treasury and secretarial staff - as required

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Dates Referenced Herein and Documents Incorporated by Reference

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

	12/31/09	4		10-K, NT 10-K
	1/1/05	4
Filed on:	9/28/04
				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-10.1.15

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-10.1.15 — Services AgreementExhibit Table of Contents

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

Dates Referenced Herein and Documents Incorporated by Reference

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

EX-10.1.15 — Services Agreement
Exhibit Table of Contents