Exhibit 10.3.12
AMENDMENT NO. 1 TO THE
AMENDED AND RESTATED
POWER PURCHASE AND SALES AGREEMENT
BETWEEN
MAMMOTH PACIFIC
AND
SOUTHERN CALIFORNIA EDISON COMPANY
1. PARTIES
The Parties to this Amendment No. 1 to the Amended and Restated
Power Purchase and Sales Agreement between Mammoth Pacific and Southern
California Edison Company, executed on December 2, 1986 ("Contract") are Mammoth
Pacific, L.P., a California limited partnership ("Seller") and Southern
California Edison Company ("Edison") referred to individually as "Party" and
collectively as "Parties."
2. RECITALS
This Amendment No. 1 is made with reference to the following
facts, among others:
2.1 On December 2, 1986, Mammoth-Pacific and Edison executed the
Contract which supersedes and replaces, in all terms and conditions, the
original Mammoth Binary Power Purchase and Sales Agreement executed on October
20, 1983, assigned to Mammoth Pacific on October 20, 1983, and Amendment No. 1
thereto, executed on December 30, 1983.
2.2 On January 29, 1990, Mammoth Pacific assigned its right,
title, and interest in the Contract to Seller. Edison consented to this
assignment on January 26, 1990. As a condition of this assignment, Mammoth
Pacific repaid to Edison the dollar equivalent of the accrued MWh Credit
balance, pursuant to the terms and conditions of the Contract, on January 30,
1990.
2.3 The Parties desire to amend the Contract to delete references
to the MWh Credit balance since this obligation has been discharged.
3. AGREEMENT
The Parties agree to amend the Contract as follows:
3.1 Section 1.1 is amended to read as follows:
"1.1 The Parties to this Amended and Restated Power Purchase and
Sales Agreement are: Mammoth Pacific, L.P. ("Seller"), a California limited
partnership, and Southern California Edison Company ("Edison"), a California
corporation, individually "Party", and collectively, "Parties.""
3.2 Section 2.2 is amended to read as follows:
"2.2 This Amended and Restated Power Purchase and Sales Agreement
provides for the following revisions, among others; restructuring of payment
provisions for energy and capacity purchased by Edison, providing additional
financial security to Edison and outlining Seller's option to supply power from
the Generating Facility for operation of the Geothermal Facility and the
Generating Facility;"
3.3 Section 13.4 is amended to read as follows:
"13.4 If Seller sells or otherwise conveys any interest in the
project and/or Geothermal Facilities, Seller shall pay immediately to Edison any
monies then due Edison hereunder."
3.4 Section 14.2 is amended to read as follows:
"14.2 If Seller abandons the Project and Geothermal Facilities
during the term of this Agreement, Edison, or any Edison subsidiary or affiliate
designated by Edison in its sole discretion, shall have the first right to
purchase the Project and Geothermal Facilities at their fair market value."
3.5 Section 14.4 is amended to read as follows:
"14.4 If Seller abandons the Project, Seller shall immediately
repay to Edison any monies then due Edison hereunder."
3.6 Section 15 is amended to read as follows:
"15. AGREEMENT PRICE AND BASE CAPACITY PRICE ADJUSTMENTS:"
3.7 Section 15.2 is amended to read as follows:
"15.2 MWh Credit Accumulation
As of September 12, 1986, the accrued MWh Credit shall be fixed
and recalculated from the Date of Firm Operation through September 12, 1986,
which shall be deemed to be 34,642 MWh. In conjunction with the assignment of
the Contract on
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January 29, 1990, the accrued MWh Credit balance shall be converted to dollars
which shall be deemed to be $1,157,894.99 and shall be repaid to Edison on
January 30, l990, thus discharging all obligation of the Seller with regard to
the accrued MWh Credit."
3.8 Section 15.3.1 is amended to read as follows:
"15.3.1 Coincident with the effective date of this Amended and
Restated Power Purchase and Sales Agreement, Seller shall provide and maintain
security in the amount of $1.3 million in the form of a letter of credit or
corporate guarantee from Pacific Energy, reasonably satisfactory to Edison,
which shall insure payment to Edison of the energy payment refund and/or other
monies as set forth herein. Seller shall provide Edison with certificates
evidencing Seller's compliance with the security requirements in this section."
3.9 Section 15.3.5 is amended to read as follows:
"15.3.5 The security contemplated herein may be reduced at
Seller's option in accordance with the following criteria:
A. Security for the energy payment refund may be reduced by the
amount of energy payment refund paid to Edison under the terms of this
Agreement."
3.10 Section 15.4 is amended to read as follows:
"15.4 MWh Credit Repayment
The accrued MWh Credit shall be deemed to be repaid to Edison
effective as of January 30, 1990."
3.11 Section 22 is amended to read as follows:
"22. Security:
22.1 Pursuant to the repayment of the accrued MWh Credit, as set
forth herein, Edison's lien and security interest in the Project and Geothermal
Facilities shall be reconveyed to Seller effective as of January 30, 1990.
22.2 Pursuant to the repayment of the accrued MWh Credit, as set
forth herein, Edison's lien evidenced by a Deed of Trust, Assignment of Rents,
and Security Agreement shall be reconveyed to Seller effective as of January 30,
1990."
3.12 Section 24.2 is amended to read as follows:
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"24.2 Seller may not sell, transfer, assign, convey, or further
encumber any interest in the Agreement or in the Project or in the Geothermal
Facilities or leasehold interest or any interest in the Magma Lease unless it
promptly repays Edison any monies then due Edison."
3.13 Section 31.1 is amended to read as follows:
"31.1 Except as otherwise specifically provided herein, any
demand, notice, or request from one Party to the other, shall be given in
writing and shall be deemed properly given, if delivered in person or sent by
registered or certified mail to the persons specified below:
Southern California Edison Company
0000 Xxxxxx Xxxxx Xxxxxx
Xxxx Xxxxxx Xxx 000
Xxxxxxxx, XX 00000
Attention: Secretary
Mammoth Pacific, L.P.
0000 X. Xxxxxxxxxx Xxxx.
Xxxxxxxx, XX 00000
Attention: President, Pacific Geothermal Company."
3.14 Exhibit B; "Deed of trust, Assignment of Rents and Security
Agreement" is deleted in its entirety.
3.15 Exhibit C; "Financing Statement" is deleted in its entirety.
3.16 Exhibit G; "Guaranty Agreement" is deleted and replaced with
the attached "Guaranty Agreement" dated January 23, 1990.
4. OTHER CONTRACT TERMS AND CONDITIONS
Except as amended herein, all terms, covenants, and conditions
contained in the Contract shall train in full force and effect.
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5. SIGNATURE CLAUSE
The signatories hereto represent that they have been appropriately
authorized to enter into this Amendment No. 1 on behalf of the Party for whom
they sign. This Amendment No. 1 is hereby executed as of this 18th day of May,
1990.
SOUTHERN CALIFORNIA EDISON COMPANY
By /s/ Xxxxxx Xxxxxx
---------------------------------
Xxxxxx Xxxxxx
Vice President
MAMMOTH PACIFIC, L. P.
By /s/ Xxxxxx Xxxxxx
---------------------------------
Name Xxxxxx Xxxxxx
Title Sr. Vice President
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