EXHIBIT 2.2
ASSUMPTION AGREEMENT
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Project Orange Associates, L.P. ("Orange L.P."), the surviving corporation
of the merger on the date hereof of Project Orange Funding, L.P. ("Funding
L.P.") with and into Orange L.P., hereby expressly assumes, and agrees to
perform and discharge, all of the obligations and liabilities of Funding L.P.
under the Indenture (the "Indenture") dated as of December 6, 1999 among Funding
L.P., Project Orange Capital Corp. ("Capital Co." and, together with Funding
L.P., the "Issuers") 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
the Issuers' $68 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 Orange L.P. pursuant to
the Collateral Documents, as more fully set forth therein. All references in the
Financing Documents to (i) to Funding L.P. or the "Borrower" shall hereafter
refer to Orange L.P. and its successors and (ii) to the Issuers shall be to
Capital Co. and Orange L.P. and their respective successors. All capitalized
terms used but not otherwise defined herein shall have the meaning ascribed to
them in the Indenture.
IN WITNESS WHEREOF, Orange L.P. 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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