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Ormat Technologies, Inc. – IPO: ‘S-1/A’ on 9/28/04 – EX-10.3.6

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-10.3.6 — Settlement Agreement

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

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                                                                  Exhibit 10.3.6

                            SETTLEMENT AGREEMENT AND
                            AMENDMENT NO. 2 TO POWER
                            PURCHASE CONTRACT BETWEEN
                          HEBER GEOTHERMAL COMPANY AND
                       SOUTHERN CALIFORNIA EDISON COMPANY

         1. PARTIES

         The Parties to this Settlement Agreement and Amendment No. 2
("Amendment") to the Power Purchase and Sales Agreement ("Agreement"); are Heber
Geothermal Company, a California partnership, hereinafter referred to as "HGC"
or "Seller", and Southern California Edison Company, a California corporation,
hereinafter referred to as "Edison," hereinafter sometimes referred to
individually as "Party" and collectively as "Parties."

         2. RECITALS

         This Amendment No. 2 is made with reference to the following facts,
among others:

         2.1 On August 26, 1983, Edison and Chevron U.S.A., Inc. executed the
Agreement to provide the terms and conditions for the sale by Chevron and
purchase by Edison of Capacity and Energy delivered to the Point of
Interconnection from a 47 MW (net) electrical generating facility located at
Heber, California utilizing geothermal steam as the prime mover energy source.

         2.2 On August 26, 1983, Chevron assigned and HGC assumed Chevron's
right, title and interest in the Agreement between Chevron and Edison, dated
August 26, 1983.

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         2.3 On December 11, 1984, the Parties executed Amendment No. 1 to the
Agreement.

         2.4 In June 1993, a dispute arose between the Parties regarding
Seller's ability to deliver Capacity in accordance with the terms and conditions
of the Agreement. On September 10, 1992, HGC performed a Capacity demonstration
in accordance with Edison's procedures. HGC performed the demonstration under
protest, as HGC contested Edison's right to request such demonstration. In a
letter dated June 10, 1993, Edison informed HGC that, based on the results of
the September 1992 demonstration, HGC's Capacity was reduced from 47 MW to 40
MW. Beginning in June 1993, and continuing to the present, Edison has calculated
HGC's capacity payment based on a capacity of 40 MW. Edison also requested HGC
to repay $2,967,037.37 in capacity payments resulting from the capacity
deration. On July 14, 1993, HGC performed a second capacity demonstration, which
showed that the plant could generate 45 MW.

         2.5 In March 1995, the Parties reached agreement on principles to
resolve the dispute. These principles include the obligation of Seller to repay
any capacity overpayments and Edison to adjust Statements of Energy Purchased
pursuant to this Amendment.

         2.6 The Parties desire to amend the Power Purchase and Sales Agreement
to (i) reduce the Capacity from 47 MW to 45 MW, (ii) clarify the circumstances
leading to performance of a Capacity demonstration, (iii) set forth the protocol
for and

                                       2

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consequences of such demonstration, and (iv) modify certain aspects of the
probation and deration provisions of this Agreement.

         3. AGREEMENT

         Therefore, in consideration of the mutual covenants and agreements set
forth herein and for other good and valuable consideration, receipt of which is
hereby acknowledged, the Parties agree as follows:

         3.1 Edison hereby relinquishes its claims that (i) HGC's Capacity
should be derated from 47,000 kW to 40,000 kW, and (ii) HGC must repay to Edison
$2,967,037.37 in unearned capacity payments plus interest.

         3.2 The Parties agree that HGC's Capacity shall be 45,000 kW, effective
as of May 1, 1993.

         3.3 HGC agrees that it owes Edison $926,310.86 in unearned Capacity
Payments and interest resulting from the Capacity reduction set forth in Section
3.2, above. Edison agrees that it owes HGC $764,856.96, representing the
Capacity payments which HGC would have earned based on a Capacity of 45,000 kW
effective as of May 1, 1993. The net difference of these amounts owed is
$161,453.90 which Edison shall offset against HGC's power purchase payment for
the first full payment and billing cycle following execution of this Amendment
in full satisfaction of all amounts owed as described in this Section.

         3.4 Mutual Releases

                                       3

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         3.4.1 Edison, on behalf of itself and each of its successors and
assigns by operation of law or otherwise hereby releases and discharges HGC, its
proprietors, parents, subsidiaries, partners, partnerships, limited
partnerships, limited partners, affiliates, related entities, agents, attorneys,
employees, successors and assigns by operation of law or otherwise, and each of
them from any and all rights, claims, causes of action, damages, liabilities,
losses, and costs, whether known or unknown, Edison may ever have had, may now
have, or may hereafter acquire against HGC arising out of, relating to or in
connection with the dispute described in Recital 2.4.

         3.4.2 HGC, on behalf of itself and each of its successors and assigns
by operation of law or otherwise hereby releases and discharges Edison, its
proprietors, parents, subsidiaries, partners, partnerships, limited
partnerships, limited partners, affiliates, related entities, agents, attorneys,
employees, successors and assigns by operation of law, or otherwise, and each of
them from any and all rights, claims, causes of action, damages, liabilities,
losses, and costs, whether known or unknown, HGC may ever have had, may now
have, or may hereafter acquire against Edison arising out of, relating to or in
connection with the dispute described in Recital 2.4.

         3.5 The Agreement is hereby amended as follows:

         3.5.1 Replace Section 3.6 to read in its entirety as follows:

         "3.6 Capacity: 45,000 kW, which is dedicated to Edison and shall be
made available to Edison at the Point of Interconnection."

         3.5.2 Replace Section 12.2 to read in its entirety as follows:

                                       4

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         "12.2 If Seller fails to meet the performance requirements specified in
Section 15 and is placed on probation, Edison shall have the right, at its sole
discretion, to require the Seller to demonstrate the ability of the Project to
generate Capacity during each peak hour of one peak day during the probationary
period. The Seller shall, at its expense, conduct such demonstration at a time
mutually agreed upon by the Parties. Such agreement shall not be unreasonably
withheld. The demonstration shall be conducted in accordance with the annual
firm capacity demonstration test procedures attached hereto as Exhibit I."

         3.5.3 Replace Section 13.2 to read in its entirety as follows:

         "13.2 Seller shall sell to Edison, and Edison shall purchase from
Seller, Capacity as specified in Sections 3.6 or as adjusted pursuant to Section
13.3."

         3.5.4 Replace Section 13.3 to read in its entirety as follows:

         "13.3 Seller may reduce the amount of Capacity at any time by giving
written notice thereof to Edison pursuant to Section 4.4. Edison may reduce the
amount of Capacity as a result of a demonstration test pursuant to Section 12.2.
The amount by which Capacity is reduced shall be deemed a reduction in Capacity
pursuant to Section 4. Either Party may request the other Party to agree in
writing to a new Capacity whenever it appears that Capacity has changed.

         3.5.5 Replace Section 15.4.1.2 to read in its entirety as follows:

                                       5

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         "15.4.1.2 If Seller is placed on probation, Edison shall remove Seller
from probation and reinstate Seller's Capacity and regular capacity payments in
the following events:

         (a) Edison requires Seller to perform a capacity demonstration pursuant
to Section 12.2 and Seller demonstrates that it can generate Capacity; or

         (b) Edison does not require Seller to perform a capacity demonstration
and Seller meets the minimum performance requirements as set forth in Section
15.2.2.2 during the probationary period."

         3.5.6 Replace Section 15.4.1.3 to read in its entirety as follows:

         "15.4.1.3 If Seller is placed on probation, Edison shall derate
Seller's Capacity in the following events:

         (a) Edison requires Seller to perform a capacity demonstration pursuant
to Section 12.2 and Seller fails to demonstrate that it can generate Capacity,
then Edison shall derate the Capacity to the lowest level generated by Seller
and recorded by IID during any hour over the test period; or (b) Edison does not
require Seller to perform a capacity demonstration and Seller fails to meet the
minimum performance requirements as set forth in Section 15.2.2.2 during the
probationary period, then Edison shall derate the Capacity to the greater of the
Capacity actually made available when the minimum requirements stated in Section
15.2.2.2 were not met, or the Capacity at which Seller is reasonably likely to
meet the minimum requirements. In either case, the quantity by

                                       6

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which the Capacity is reduced shall be considered terminated without prescribed
notice as provided in Section 4.4.

         4. SUCCESSORS AND ASSIGNS

         Each Party agrees that this Agreement shall be binding on its
respective successors and assigns. The Parties further agree that the Agreement
shall remain fully effective even if the facts and assumptions upon which the
parties are currently acting turn out to be different from what they now believe
them to be.

         5. PRIOR CORRESPONDENCE

         The parties agree that this Amendment sets forth the entire agreement
and understanding of the Parties concerning the subject matter of this
Amendment, and that in entering into this Amendment, the Parties have not relied
on any promises or representations that are not specifically described in this
Amendment.

         6. ACCEPTANCE OF TERMS

         By the signatures below, both Parties confirm the acceptance of and the
effectiveness of the terms and conditions set forth above.

         7. OTHER PROVISIONS

         Except as specifically set forth in this Amendment all other provisions
of the Agreement are unchanged and unaffected.

                                       7

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         8. EFFECTIVE DATE

         This Amendment No. 2 shall be effective as of May 1, 1993, with regard
to the change in Contract Capacity from 47 MW to 45 MW. All other provisions of
this Amendment No. 2 shall be effective as of April 30, 1995.

         9. SIGNATURE CLAUSE

         This Amendment No. 2 is executed in two originals. The signatories
hereto represent that they have been duly authorized to enter into this
Amendment No. 2 on behalf of the Party for whom they sign.

                                    SOUTHERN CALIFORNIA EDISON COMPANY

                                    By: /s/ Harold B. Ray
                                       -----------------------------------------
                                    Name: Harold B. Ray
                                         ---------------------------------------
                                    Title: Executive Vice President
                                          --------------------------------------
                                    Date:  August 7, 1995
                                           --------------

                                    HEBER GEOTHERMAL COMPANY, A PARTNERSHIP
                                    ERC ENERGY, INC.
                                    PARTNER

                                    By: /s/ John F. Walter
                                       -----------------------------------------
                                    Name: Dr. John F. Walter
                                         ---------------------------------------
                                    Title: Vice President
                                          --------------------------------------

                                       8

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                                    Date:
                                         ---------------------------------------

                                    CENTENNIAL GEOTHERMAL, INC., PARTNER

                                    By: /s/ F. Neil Smith
                                       -----------------------------------------
                                    Name: F. Neil Smith
                                         ---------------------------------------
                                    Title: President
                                          --------------------------------------
                                    Date:
                                         ---------------------------------------

                                       9

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--------------------------------------------------------------------------------

                                    EXHIBIT I

                         CAPACITY DEMONSTRATION CRITERIA

                                HEBER GEOTHERMAL

o    Demonstration period:   Edison's on-peak hours, currently noon to 6:00 p.m.
                             (The demonstration period may vary for future
                             demonstrations.)

o    Demonstrated ability to operate at or above the current contract capacity.

o    Verification of capacity to be made by Imperial Irrigation District's
     Dispatch Log, "Actual" column, production is for the hour preceding reading
     (1400 reading represents production between 1300 and 1400).

o    Presence of Edison representatives (normally one to three) may be at the
     setup and operation of the demonstration.

o    Costs of the demonstration to be borne by the Qualifying Facility according
     to the terms of your Power Purchase Agreement.

o    Access to and/or copies of control room logs and instrumentation data may
     be requested by Edison during the demonstration.

o    If the Qualifying Facility fails to demonstrate contract capacity due to an
     abnormal operating condition, as verified by Edison, the demonstration will
     be reasonably rescheduled.

o    Should the Qualifying Facility fail to demonstrate the ability to achieve
     and sustain contract capacity, the contract capacity may be derated.

//

//

//

//

--------------------------------------------------------------------------------

                                                                       RP 095251

SC_ 26- 395  REV 11/9_                       [GRAPHIC] Printed on recycled paper

                                      -13-

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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
	8/7/95	9
	4/30/95	9
	7/14/93	3
	6/10/93	3
	5/1/93	4	9
	9/10/92	3
				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-10.3.6

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-10.3.6 — Settlement Agreement

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

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