EXHIBIT 2.2
ASSUMPTION AGREEMENT
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Project Orange Associates, L.P. ("POA"), the surviving corporation of the
merger on the date hereof of Project Orange Funding, L.P. ("POF") with and into
POA, hereby expressly assumes, and agrees to perform and discharge, all of the
obligations and liabilities of POF under the Indenture (the "Indenture") dated
as of December 6, 1999 between POF and U.S. Bank Trust, National Association, in
its capacity as Trustee (the "Trustee") for the benefit of the holders from time
to time of POF's $68.0 million aggregate principal amount of 10.5% Senior
Secured Notes due 2007 (the "Notes"), the Notes and the other Financing
Documents referred to in the Indenture, and expressly confirms the grant to U.S.
Bank Trust, National Association, in its capacity as Collateral Agent (the
"Collateral Agent") under the Collateral Documents for the benefit of the
Secured Parties of the Liens on the existing and after-acquired assets of POA
pursuant to the Collateral Documents, as more fully set forth therein. All
references in the Financing Documents to POA shall hereafter refer to Project
Orange Associates, L.P. and its successors. All capitalized terms used but not
otherwise defined herein shall have the meaning ascribed to them in the
Indenture.
IN WITNESS WHEREOF, POA has caused its duly authorized officer to execute
and deliver this Assumption Agreement as of December 6, 1999, simultaneously
with the effectiveness of the Merger referred to in the Indenture.
PROJECT ORANGE ASSOCIATES, L.P.
By: G.A.S. Orange Associates, LLC, a
Delaware limited liability company,
its general partner
/s/ Xxxxxxx Xxxxxxx
By: __________________________________________
Name: Xxxxxxx Xxxxxxx
Title: Vice President
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