SECOND SUPPLEMENTAL INDENTURE
Second Supplemental Indenture, dated as of December ___, 2004 (the "SECOND
SUPPLEMENTAL INDENTURE"), among Ormat Funding Corp., a Delaware corporation (the
"ISSUER"), Xxxxx Power Partners, a Nevada general partnership, Steamboat
Development Corp., a Utah corporation, Steamboat Geothermal LLC, a Delaware
limited liability company, OrMammoth, Inc., a Delaware corporation, ORNI 1 LLC,
a Delaware limited liability company, ORNI 2 LLC, a Delaware limited liability
company, ORNI 7 LLC, a Delaware limited liability company, and Ormesa LLC, a
Delaware limited liability company (collectively with the Issuer, the "ORMAT
PARTIES"), and Union Bank of California, N.A., a national banking association,
as trustee (the "TRUSTEE").
WHEREAS, the Ormat Parties and the Trustee are parties to the Indenture dated as
of February 13, 2004, as amended by the First Supplemental Indenture dated as of
May 14, 2004, (the "INDENTURE") with respect to the Issuer's 81/4% Senior
Secured Notes due December 30, 2020 (the "NOTES");
WHEREAS, the principal amount of the Notes is $190,000,000;
WHEREAS, there is a defect in the calculation in the amounts set forth on the
Schedule of Principal Payments in Schedule I to Exhibit A-1 of the Indenture
(the "Principal Payments Schedule") resulting in the Principal Amounts Payable
with respect to the Notes incorrectly totalling $190,027,002;
WHEREAS, the Indenture permits the amendment or supplement thereof and the
Issuer and Trustee are permitted to, pursuant to Section 8.01(a) of the
Indenture, to amend or supplement the Indenture without the consent of Holders
to cure any ambiguity, defect or inconsistency and also, pursuant to Section
8.01(f) of the Indenture, amend or supplement the Indenture without the consent
of Holders to make any changes not inconsistent with the terms of this Indenture
that does not adversely affect the legal rights thereunder of any Holder of the
Notes; and
WHEREAS, the Issuer desires to amend the Indenture pursuant to Section 8.01 to
cure such defect in the Principal Payment Schedule and the resulting
inconsistency thereof with the actual principal amount of the Notes outstanding
under the Indenture;
NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the Ormat
Parties and the Trustee agree for the equal and ratable benefit of the Holders
of the Notes as follows:
ARTICLE I
DEFINITIONS
Section 1.1 Definition of Terms and Rules of Construction.
Unless the context otherwise requires, capitalized terms used herein that are
not otherwise defined herein shall have the meaning assigned to such terms in
the Indenture. This Second Supplemental Indenture will be supplemented in
accordance with the rules of construction in Section 1.04 of the Indenture.
ARTICLE II
AMENDMENTS TO THE INDENTURE
Section 2.1 Amendments.
The Principal Payments Schedule shall be and is hereby deleted in its entirety
and replaced with the following:
Exhibit A-1
SCHEDULE I
SCHEDULE OF PRINCIPAL PAYMENTS
The principal of the Senior Secured Notes will be payable in semi-annual
installments, commencing June 30, 2004, as follows:
SCHEDULED PAYMENT DATE PRINCIPAL AMOUNT PAYABLE(1)
---------------------- ---------------------------
June 30, 2004 ......................... $ 215,305
December 30, 2004 ..................... 296,077
June 30, 2005 ......................... 2,982,569
December 30, 2005 ..................... 3,107,308
June 30, 2006 ......................... 4,707,100
December 30, 2006 ..................... 4,903,964
June 30, 2007 ......................... 4,374,290
December 30, 2007 ..................... 4,557,235
June 30, 2008 ......................... 3,837,232
December 30, 2008 ..................... 3,997,716
June 30, 2009 ......................... 4,477,107
December 30, 2009 ..................... 4,664,353
June 30, 2010 ......................... 4,955,198
December 30, 2010 ..................... 5,162,439
June 30, 2011 ......................... 5,588,336
December 30, 2011 ..................... 5,822,056
June 30, 2012 ......................... 5,388,039
December 30, 2012 ..................... 5,613,382
June 30, 2013 ......................... 5,849,423
December 30, 2013 ..................... 6,094,063
June 30, 2014 ......................... 6,796,100
December 30, 2014 ..................... 7,052,203
June 30, 2015 ......................... 7,916,885
December 30, 2015 ..................... 8,247,993
June 30, 2016 ......................... 8,458,680
December 30, 2016 ..................... 8,812,447
June 30, 2017 ......................... 9,084,414
December 30, 2017 ..................... 9,464,350
June 30, 2018 ......................... 6,481,436
December 30, 2018 ..................... 6,752,509
June 30, 2019 ......................... 5,823,102
December 30, 2019 ..................... 6,066,641
June 30, 2020 ......................... 6,111,116
December 30, 2020 ..................... 6,338,932
________________________
(1) Represents the principal amount payable with respect to $190,000,000 of
Senior Secured Notes through the Final Maturity Date. The Holder of this
Senior Secured Note shall be entitled to a pro rata portion of the
principal amount set forth in this schedule on each Scheduled Payment Date
based on the principal sum set forth on the face of this Senior Secured
Note as adjusted in the attached Schedule of Exchanges of Interests in the
Global Note.
ARTICLE III
MISCELLANEOUS
Section 3.1 Ratification of the Indenture.
The Indenture, as supplemented by this Second Supplemental Indenture, is in all
respects ratified and confirmed, and this Second Supplemental Indenture shall be
deemed part of the Indenture in the manner and to the extent herein and therein
provided.
Section 3.2 Governing Law.
The internal law of the State of New York shall govern and be used to construe
this Second Supplemental Indenture, without giving effect to applicable
principles of conflicts of laws to the extent that the application of the laws
of another jurisdiction would be required thereby.
Section 3.3 Severability.
In case any provision in this Second Supplemental Indenture shall be held
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.
Section 3.4 Counterparts.
The parties may sign any number of copies of this Second Supplemental Indenture.
Each signed copy shall be an original, but all of them together represent the
same agreement.
Section 3.5 Trustee Not Responsible for Recitals.
The recitals herein contained are made by the Issuer and not by the Trustee, and
the Trustee assumes no responsibility for the correctness thereof. The Trustee
makes no representation as to the validity or sufficiency of this Second
Supplemental Indenture.
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IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental
Indenture to be duly executed as of the day and year first above written.
ORMAT FUNDING CORP.
By: /s/ Xxxxxxx Xxxxxxxx
---------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: President and Secretary
UNION BANK OF CALIFORNIA, N.A.
as Trustee
By: /s/ Xxxxx X. Xxxxxx
---------------------------------
Name: Xxxxx X. Xxxxxx
Title: V
ORMESA LLC
By: ORMAT FUNDING CORP., a Delaware corporation, its Sole Member and Manager
By: /s/ Xxxxxxx Xxxxxxxx
---------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: President and Secretary
XXXXX POWER PARTNERS
By: ORNI 1 LLC, a Delaware limited liability company, its General Partner
By: ORMAT FUNDING CORP., a Delaware corporation, its Sole Member and Manager
By: /s/ Xxxxxxx Xxxxxxxx
---------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: President and Secretary
STEAMBOAT GEOTHERMAL LLC
By: ORNI 7 LLC, a Delaware limited liability company, its General Partner
By: ORMAT FUNDING CORP., a Delaware corporation, its Sole Member and Manager
By: /s/ Xxxxxxx Xxxxxxxx
---------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: President and Secretary
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STEAMBOAT DEVELOPMENT CORPORATION
By: /s/ Xxxxxxx Xxxxxxxx
---------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: President and Secretary
ORMAMMOTH, INC.
By: /s/ Xxxxxxx Xxxxxxxx
---------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: President and Secretary
ORNI 1 LLC
By: ORMAT FUNDING CORP., a Delaware corporation, its Sole Member and Manager
By: /s/ Xxxxxxx Xxxxxxxx
---------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: President and Secretary
ORNI 2 LLC
By: ORMAT FUNDING CORP., a Delaware corporation, its Sole Member and Manager
By: /s/ Xxxxxxx Xxxxxxxx
---------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: President and Secretary
ORNI 7 LLC
By: ORMAT FUNDING CORP., a Delaware corporation, its Sole Member and Manager
By: /s/ Xxxxxxx Xxxxxxxx
---------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: President and Secretary
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