EXHIBIT 10.25(b)
ASSIGNMENT OF INTEREST
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This Assignment of Interest is entered into effective the 10th day of
December, 1988, by and between Far West Capital, Inc., a Utah Corporation with
its principal place of business at 0000 Xxxx Xxxxx Xxxxx Xxxxxx, Xxxxxxx, Xxxx
00000, ("Assignor") and 1-A Enterprises, a Nevada General Partnership with its
principal place of business at 0000 Xxxx Xxxxx Xxxxx Xxxxxx, Xxxxxxx, Xxxx
00000, ("Assignee").
RECITALS
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A. Assignor has acquired the rights to buy, own and operate turnkey
an electricity generating facility comprised of two Ormat Energy Converter
("OEC") units with a gross capacity of approximately 2 MW to use geothermal
fluids previously pumped and utilized by an existing plant to generate
electricity (the "1-A Expansion") pursuant to an Amended Purchase Agreement (and
Exhibits) dated December 31, 1987, by and between Ormat Energy Systems, Inc.
("Ormat") as Seller and Far West Capital, Inc. as Buyer, a copy of which is
attached hereto as "Attachment A."
B. In acquiring the right associated with the 1-A Expansion, Assignor
was acting as the developer of the 1-A Expansion and as such as the agent for
Assignee pursuant to the Agreement Re Acquisition of 1-A Expansion to the
Steamboat Nevada Geothermal Power Plant dated January 21, 1988, a copy of which
is attached hereto as Attachment "B."
C. Assignor, having completed the duties as developer, now desires to
assign, transfer, grant and convey each and every such right, title and interest
in the said 1-A Expansion thus acquired to Assignee together with any and all
obligations associated therewith.
D. Assignee desires to become the owner of the said 1-A Expansion and
to accept and receive such rights, title and interest and assume such
obligations associated therewith.
NOW THEREFORE, based on the foregoing and the mutual covenants
contained herein, and other good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, the parties hereto agree as follows:
1. Assignor hereby assigns, transfers, grants, conveys, and quit
claims to Assignee all of its right, title and interest in and to the above said
1-A Expansion including without limitation all right, title and interest
acquired by Assignor pursuant to the said Amended Purchase Agreement (and
Exhibits) dated December 31, 1987, a copy of which is attached hereto as
Attachment "A" and made a part hereof, together with any and all obligations
associated therewith, all in accordance with the terms of this Agreement and the
said Amended Purchase Agreement (and Exhibits), which Assignment also includes,
but is not limited to, all of Assignor's right, title and interest in and to:
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a. The Long-Term Agreement for the Purchase and Sale of Electricity
Between Sierra Pacific Power Company and Far West Capital, Inc.
dated October 29, 1988, a copy of which is attached hereto as
Attachment "C" and made a part hereof;
b. The Special Facilities Agreement by and between Sierra Pacific Power
Company and Far West Capital, Inc. dated October 29, 1988, a copy of
which is attached hereto as Attachment "D" and made a part hereof;
c. The Geothermal Resources Sublease by and between Far West
Hydroelectric Fund, Ltd. and Far West Capital, Inc. originally dated
June 1, 1988, and subsequently revised as of October 28, 1988, and
amended by Amendment to Geothermal Resource Sublease to become
effective as of June 1, 1988, and amended by Second Amendment to
Geothermal Resources Sublease entered into as of June 1, 1988, all
of which is intended to be revised and restated by a Revised and
Restated Geothermal Resources Sublease.
d. The Operating Agreement by and Between Ormat Energy Systems, Inc.,
and Far West Capital, Inc. dated November 1, 1988, a copy of which
is attached hereto as Attachment "F" and made a part hereof.
2. Assignment hereby accepts and receives the foregoing assignment,
transfer and conveyance and hereby assumes any and all obligations associated
therewith and does hereby undertake
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and agree to perform all of the said obligations of Assignor under and pursuant
to the said Amended Purchase Agreement (and Exhibits) attached hereto as
Attachment "A" and the said Agreements attached hereto as Attachments B, C, D,
E, and F, and to comply with all the terms and conditions thereof from and after
the date hereof, all in accordance with the terms of this Agreement and the
terms contained therein and agrees to indemnify and hold Assignor harmless from
any claims, losses, suits or expenses associated therewith arising from any
claim that Assignor has failed to perform any obligations of Assignor under any
of the Attachments hereto.
IN WITNESS WHEREOF, the parties have executed this Assignment of Interest
as of the day and year first above written.
ASSIGNOR:
FAR WEST CAPITAL, INC.
By: /s/ Xxxx X. Xxxxxxxx
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Its: President
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ASSIGNEE:
1-A ENTERPRISES
______________________________
General Partner
______________________________
General Partner
______________________________
General Partner
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