FIRST AMENDMENT TO OPERATION AND MAINTENANCE AGREEMENT
This FIRST AMENDMENT TO OPERATION AND MAINTENANCE AGREEMENT (this "First
Amendment") is made and entered into this 13 day of February, 2004, by and
between XXXXX POWER PARTNERS, a general partnership of the State of Nevada, with
offices at 000 Xxxx Xxxxxx, Xxxxxx, Xxxxxx 00000-0000 ("Owner"), ORMAT NEVADA
INC., a corporation incorporated in the State of Delaware, with offices at 000
Xxxx Xxxxxx, Xxxxxx, Xxxxxx 00000-0000 ("Operator"), and WESTERN STATES
GEOTHERMAL COMPANY, a corporation incorporated in the State of Delaware, with
offices at 000 Xxxx Xxxxxx, Xxxxxx, Xxxxxx 00000-0000 ("Additional Operator").
WHEREAS, as of January 1, 2002, Owner and Operator entered into the
Operation and Maintenance Agreement for the operation and maintenance of the
geothermal power plants known as Xxxxx and Desert Peak and associated xxxxx by
Operator (the "Agreement"); and
WHEREAS, the Parties wish to amend the Agreement so that for the period
commencing November 30, 2002 and ending upon execution of that certain sublease
between Operator and Owner which will provide certain access rights to the
geothermal power plant known as Desert Peak (the "Agency Term"), Additional
Operator becomes an additional party to the Agreement as the named operator of
the Desert Peak plant instead of Operator, and acting in its capacity as a
principal, appoints Operator as its agent to perform the operation and
maintenance of Desert Peak.
NOW, THEREFORE, the parties hereto agree as follows:
1. By executing this First Amendment, for the Agency Term, Additional
Operator becomes a party to the Agreement and the named operator of the Desert
Peak plant in accordance with the terms of the Agreement in lieu of Operator.
2. With Owner's full knowledge and consent, Operator is hereby appointed by
Additional Operator as its agent, and Operator accepts such appointment, to
fulfill all of Additional Operator's obligations and liabilities under the
Agreement with respect to the operation and maintenance of Desert Peak for the
Agency Term.
3. At the end of the Agency Term, Additional Operator shall cease to be
party to or obligated under the Agreement and Operator shall continue to fulfill
all of Operator's obligations and liabilities under the Agreement with respect
to the operation and maintenance of both the Xxxxx and the Desert Peak plants as
an independent party, and no longer as agent of Additional Operator with respect
to Desert Peak.
4. This First Amendment shall be effective and operative as of November 30,
2002 without need for any further consents or agreements.
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5. The Agreement, as amended by this First Amendment, constitutes the
entire agreement between the parties hereto relating to the subject matter
thereof and hereof and remains in full force and effect.
IN WITNESS WHEREOF the parties have entered into this First Amendment to
Operation and Maintenance Agreement on the date first written above.
XXXXX POWER PARTNERS WESTERN STATES
GEOTHERMAL COMPANY
ORNI 1 LLC
By: /s/ Xxxxxx Xxxxxxxx By: /s/ Xxxxxx Xxxxxxxx
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Name: Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx
Title: Assistant Secretary Title: Assistant Secretary
Ormat Funding Corp. Member
ORMAT NEVADA INC.
By: /s/ Ran Raviv
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Name: Ran Raviv
Title: Vice President
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