AMENDMENT NO. 2
TO
XXXXX POWER PARTNERS
FIRST AMENDED AND RESTATED
AGREEMENT OF GENERAL PARTNERSHIP
This Amendment No. 2 to Xxxxx Power Partners First Amended and Restated
Agreement of General Partnership ("Amendment No. 2") is dated as of this 10TH
day of February, 2004 (the "Effective Date"), by and between ORNI 1 LLC, a
Delaware limited liability company ("ORNI 1") and ORNI 2 LLC, a Delaware limited
liability company ("ORNI 2").
WHEREAS, pursuant to the Xxxxx Power Partners First Amended and Restated
Agreement of General Partnership (the "Original Partnership Agreement") dated as
of February 20, 1995, and effective as of May 9, 1995, between ESI BH Limited
Partnership, a Delaware limited partnership ("ESI BH") and Nevada Geothermal
Partners, Limited Partnership ("NGPP"), ESI BH and NGPP amended and restated
their agreement with respect to Xxxxx Power Partners, a Nevada general
partnership (the "Partnership");
WHEREAS, TPC Xxxxx, Inc., a Delaware corporation ("TPC Xxxxx"), acquired
all of NGPP's right, title and interest in and to the Partnership, and ESI BH
and TPC Xxxxx entered into that certain Amendment No. 1 to Xxxxx Power Powers
First Amended and Restated Partnership Agreement dated as of March 20, 1995
("Amendment No. 1"), for the purpose of reflecting the acquisition by TPC Xxxxx
of the interest of NGPP in and to the Partnership.
WHEREAS, pursuant to that certain Sale and Purchase Agreement dated as of
February 28, 2001 to which ESI BH, TPC Xxxxx, ORNI 1 and ORNI 2 were parties
(the "Sale and Purchase Agreement") and the Transfer Instrument executed and
delivered pursuant to the Sale and Purchase Agreement, ORNI 1 and ORNI 2
acquired the interests of ESI BH and TPC Xxxxx in and to the Partnership and
assumed the obligations of ESI BH and TPC Xxxxx under the Original Partnership
Agreement, as amended by Amendment No. 1.
WHEREAS, ORNI 1 and ORNI 2 desire to amend the Original Partnership
Agreement, as amended by Amendment No. 1, for the purpose of reflecting their
substitution as the general partners of the Partnership.
NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND PROMISES
HEREINAFTER SET FORTH, AND OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT
AND SUFFICIENCY OF WHICH IS HEREBY ACKNOWLEDGED, THE PARTIES AGREE AS FOLLOWS:
1. Substitution of General Partners. The Original Partnership
Agreement, as amended by Amendment No. 1, is hereby amended to substitute for
all purposes, ORNI 1 in the place and stead of ESI BH, as a general partner of
the Partnership, and ORNI 2 in the place and stead of TPC Xxxxx, as a general
partner of the Partnership, effective as of the Effective Date. The parties
hereto, in accordance with the terms hereof, hereby amend the Original
Partnership
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Agreement, as amended by Amendment No. 1, to the effect that, as of the
Effective Date (i) ORNI 1 shall assume all of ESI BH's responsibilities, duties
and obligations under the Original Partnership Agreement, as amended by
Amendment No. 1, and all rights, privileges, responsibilities, duties and
obligations of ESI BH under the Original Partnership Agreement, as amended by
Amendment No. 1, shall be deemed rights, privileges, responsibilities, duties
and obligations of ORNI 1 as of the Effective Date; (ii) ORNI 1 shall be bound
by all terms, provisions and conditions set forth in the Original Partnership
Agreement, as amended by Amendment No. 1, accruing or arising on or after the
Effective Date of this Amendment No. 2, and all references to ESI BH in the
Original Partnership Agreement, as amended by Amendment No. 1, shall be amended
to be references to ORNI 1; (iii) ORNI 2 shall assume all of TPC Xxxxx'x
responsibilities, duties and obligations under the Original Partnership
Agreement, as amended by Amendment No. 1, and all rights, privileges,
responsibilities, duties and obligations of TPC Xxxxx under the Original
Partnership Agreement, as amended by Amendment No. 1, shall be deemed rights,
privileges, responsibilities, duties and obligations of ORNI 2 as of the
Effective Date; and (iv) ORNI 2 shall be bound by all terms, provisions and
conditions set forth in the Original Partnership Agreement, as amended by
Amendment No. 1, accruing or arising on or after the Effective Date of this
Amendment No. 2, and all references to TPC in the Original Partnership
Agreement, as Amended by Amendment No. 1, shall be amended to be references to
ORNI 2.
2. Full Force and Effect. Except as amended hereby, the Original
Partnership Agreement, as amended by Amendment No. 1, remains in full force and
effect.
3. Applicable Law. This Amendment No. 2 shall be amended by and
construed in accordance with the laws of the State of Nevada.
4. Counterparts. This Amendment No. 2 may be executed in two or more
counterparts, each of which shall be deemed an original, and together shall be
considered one instrument with the same effect as if signatures thereto and
hereto were upon the same instrument together and shall constitute one and the
same instrument.
[Signature page follows]
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 2
the day and year first above written.
ORNI 1 LLC
By: Ormat Funding Corp., a Delaware corporation,
Its: Sole Manager and Member
By: /s/ RAN RAVIV
Name: RAN RAVIV
Title: AUTHORIZED REPRESENTATIVE
VICE PRESIDENT
ORNI 2 LLC
By: Ormat Funding Corp., a Delaware corporation,
Its: Sole Manager and Member
By: /s/ RAN RAVIV
Name: RAN RAVIV
Title: AUTHORIZED REPRESENTATIVE
VICE PRESIDENT
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