Exhibit 10.1.14
REIMBURSEMENT AGREEMENT
THIS AGREEMENT (this "Agreement") between Ormat Industries Ltd., an Israeli
corporation ("OIL"), and Ormat Technologies, Inc., a Delaware corporation
("OTI"), is made and entered into as of July 15, 2004.
RECITALS
WHEREAS, OIL and OTI have entered into a Guarantee Fee Agreement dated as
of January 1, 1999 (the "Guarantee"), pursuant to which OIL has agreed to issue
certain standby letters of credit on OTI's behalf, as well as guarantees in
forms acceptable to the end customers;
WHEREAS, OIL requires that OTI execute this Agreement and OTI is willing to
execute this Agreement;
NOW THEREFORE, in consideration of the premises contained herein and for
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto hereby agree as follows:
1. Unconditional Reimbursement Obligations. OTI, together with its successors
and permitted assigns, hereby unconditionally agrees that on the fifth
business day following receipt of notice (the "Due Date") from OIL of (i)
any draw made on a standby letter of credit issued by OIL pursuant to the
Guarantee or (ii) any payments made in accordance with a guarantee made by
OIL pursuant to the Guarantee (each, a "Payment"), OTI shall reimburse OIL
in full for such Payment. Any payment that is not made on the Due Date
shall bear interest, accruing from such Due Date until repayment in full,
at an interest rate per annum equal to OIL's average cost of funds plus
0.3% in United States dollars.
2. Indemnification. OTI agrees at all times to indemnify OIL and hold OIL
harmless from and against any and all liabilities, losses, damages, costs,
and expenses, including reasonable attorney fees, which OIL may sustain or
incur from time to time by reason of having executed the Guarantee or any
modification, amendment, limitation, renewal or extension thereof, except
as a result of OIL's gross negligence or willful misconduct.
3. Representations and Warranties of OTI. OTI hereby represents and warrants
that (i) it has the requisite corporate power to execute, deliver and
perform this
Agreement and has taken all necessary corporate action to authorize the
execution, delivery and performance of this Agreement, (ii) the execution,
delivery and performance of this Agreement does not and will not violate,
create a breach of or a default under any contract or agreement to which
OTI is a party or by which it is bound, and (iii) the execution, delivery
and performance of this Agreement does not require any approval of any
person, except for such approvals or consents which have been obtained
prior to the date hereof.
4. Defense of Legal Action. In the event any legal action is taken against OIL
under the Guarantee, either jointly with OTI or alone, OTI shall defend
such action at its own expense and OIL shall cooperate with OTI in the
defense thereof, or, at its election, OIL shall assume the defense, at the
expense of OTI. OIL shall have the right to join OTI as party defendant in
any legal action brought against it alone under the Guarantee and OTI
hereby consents to the entry of an order making it a party defendant.
5. Miscellaneous. This Agreement (i) embodies the entire agreement and
understandings between OIL and OTI (or any subsidiary to which the
underlying interest may be assigned) and supersedes all prior agreements
and understandings between OIL and OTI relating to the subject matter
hereof; (ii) may be modified or amended only by written instrument executed
by each party hereto; (iii) shall be governed by and construed according to
the laws of the State of New York; and (iv) may be executed in several
counterparts, each of which is an original, but all of which together
constitute one and the same agreement. If any provisions of this Agreement
shall be held to be invalid, illegal or unenforceable, the remaining
provisions shall not in any way be effected or impaired.
IN WITNESS WHEREOF, OIL and OTI have duly executed this Agreement as of the
date first written above.
ORMAT INDUSTRIES LTD. ORMAT TECHNOLOGIES, INC.
By: /s/ Xxxxxxx Xxxxxxxx By: /s/ Xxxxxxx Xxxxxxxx
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Name: X. Xxxxxxxx Name: X. Xxxxxxxx
Title: Managing Director Title: President
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