LEASE AGREEMENT BETWEEN SYRACUSE UNIVERSITY (LANDLORD) and PROJECT ORANGE ASSOCIATES, L.P. (TENANT)Lease Agreement • February 11th, 2000 • Project Orange Capital Corp • New York
OFMerger Agreement • February 11th, 2000 • Project Orange Capital Corp • Delaware
BetweenSecurity Agreement • February 11th, 2000 • Project Orange Capital Corp • New York
ARTICLE I DEFINITIONS -----------Limited Liability Company Agreement • February 11th, 2000 • Project Orange Capital Corp • Delaware
AGREEMENT ---------Agreement • February 11th, 2000 • Project Orange Capital Corp • New York
Exhibit 10.26 AGENCY AGREEMENT ---------------- THIS AGENCY AGREEMENT ("Agreement") is made effective as of the 14th day of January 2000 by and between NIAGARA MOHAWK ENERGY MARKETING, INC., a New York business corporation ("NMEM") and PROJECT ORANGE...Agency Agreement • February 11th, 2000 • Project Orange Capital Corp • New York
AGREEMENT ---------Pledge and Security Agreement • February 11th, 2000 • Project Orange Capital Corp • New York
EXHIBIT 10.17 RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: Davis Polk & Wardwell 450 Lexington Avenue New York, New York 10017 Attention: Bernadette M. Sullivan Legal Assistant SUBORDINATION AGREEMENT SUBORDINATION AGREEMENT ("Agreement") dated...Subordination Agreement • February 11th, 2000 • Project Orange Capital Corp • New York
andRegistration Rights Agreement • February 11th, 2000 • Project Orange Capital Corp • New York
ISDA(R) International Swap Dealers Association, Inc.Isda Master Agreement • February 11th, 2000 • Project Orange Capital Corp • New York
PROJECT ORANGE FUNDING, L.P., PROJECT ORANGE CAPITAL CORP., as Issuers $68,000,000 10.5% SENIOR SECURED NOTES DUE 2007 INDENTUREIndenture • February 11th, 2000 • Project Orange Capital Corp • New York
EXHIBIT 2.2 ASSUMPTION AGREEMENT -------------------- Project Orange Associates, L.P. ("POA"), the surviving corporation of the merger on the date hereof of Project Orange Funding, L.P. ("POF") with and into POA, hereby expressly assumes, and agrees...Assumption Agreement • February 11th, 2000 • Project Orange Capital Corp
Project Orange Associates, L.P. ("POA"), the surviving corporation of the merger on the date hereof of Project Orange Funding, L.P. ("POF") with and into POA, hereby expressly assumes, and agrees to perform and discharge, all of the obligations and liabilities of POF under the Indenture (the "Indenture") dated as of December 6, 1999 between POF and U.S. Bank Trust, National Association, in its capacity as Trustee (the "Trustee") for the benefit of the holders from time to time of POF's $68.0 million aggregate principal amount of 10.5% Senior Secured Notes due 2007 (the "Notes"), the Notes and the other Financing Documents referred to in the Indenture, and expressly confirms the grant to U.S. Bank Trust, National Association, in its capacity as Collateral Agent (the "Collateral Agent") under the Collateral Documents for the benefit of the Secured Parties of the Liens on the existing and after-acquired assets of POA pursuant to the Collateral Documents, as more fully set forth therein. A
December 6, 1999 Mr. Adam Victor Project Orange Associates, L.P. 630 First Avenue New York, NY 10016 Re: Contract Optimization/Energy Marketing Services for Project Orange Dear Adam: The purpose of this letter ("Marketing Agreement") is to confirm the...Marketing Agreement • February 11th, 2000 • Project Orange Capital Corp
EXHIBIT 10.8 OPERATING AGREEMENTOperating Agreement • February 11th, 2000 • Project Orange Capital Corp • New York
TRANSPORTATIONGas Transportation Agreement • February 11th, 2000 • Project Orange Capital Corp
EXHIBIT 10.19Consent and Agreement • February 11th, 2000 • Project Orange Capital Corp • New York
December 6, 1999 Mr. Adam Victor Project Orange Associates, L.P. 630 First Avenue New York, N.Y. 10016 Re: Project Management/Administration Services for Project Orange Dear Adam: The purpose of this letter ("Asset Management Agreement") is to confirm...Asset Management Agreement • February 11th, 2000 • Project Orange Capital Corp
betweenDeposit and Disbursement Agreement • February 11th, 2000 • Project Orange Capital Corp • New York
Second Amended and Restated Agreement of Limited Partnership ofSecond Amended and Restated Agreement of Limited Partnership • February 11th, 2000 • Project Orange Capital Corp • New York
andPayment in Lieu of Tax Agreement • February 11th, 2000 • Project Orange Capital Corp • New York
EXHIBIT 10.18Consent and Agreement • February 11th, 2000 • Project Orange Capital Corp • New York
AGREEMENT ---------Pledge and Security Agreement • February 11th, 2000 • Project Orange Capital Corp • New York
AGREEMENT ---------Pledge and Security Agreement • February 11th, 2000 • Project Orange Capital Corp • New York
RESTATEDGas Sale and Purchase Agreement • February 11th, 2000 • Project Orange Capital Corp • Ontario
ANDLease and Sublease Agreement • February 11th, 2000 • Project Orange Capital Corp • New York
Exhibit 10.4 December 6, 1999 Union Pacific Resources Inc. 4th Floor 425 - 1st Street S.W. Calgary, Alberta T2P 3L8 and Project Orange Associates, L.P. c/o G.A.S. Orange Associates LLC 90 Presidential Plaza Syracuse, New York 13209 Dear Sirs: Re:...Gas Supply Agreement • February 11th, 2000 • Project Orange Capital Corp • Alberta
W I T N E S S E T H: --------------------Firm Natural Gas Transportation Agreement • February 11th, 2000 • Project Orange Capital Corp • Texas
betweenSteam Contract • February 11th, 2000 • Project Orange Capital Corp • New York
EXHIBIT 4.4 RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: Davis Polk & Wardwell 450 Lexington Avenue New York, New York 10017 Attention: Bernadette M. Sullivan Legal Assistant ======================================================...Mortgage and Assignment of Rents • February 11th, 2000 • Project Orange Capital Corp • New York
EXHIBIT 10.1 POWER PUT AGREEMENT This Power Put Agreement (this "Agreement") is entered into as of September 19, 1986 and it replaces in its entirety that certain agreement, between Project Orange Associates, L.P. ("Seller") and Niagara Mohawk Power...Power Put Agreement • February 11th, 2000 • Project Orange Capital Corp • New York
EXHIBIT 10.16 RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: DAVIS POLK & WARDWELL 450 Lexington Avenue New York, NY 10017 ATTN: Bernadette Sullivan Legal Assistant CONSENT AND AGREEMENT --------------------- 1. Reference is made to the Steam...Consent and Agreement • February 11th, 2000 • Project Orange Capital Corp
CONSENT -------Consent • February 11th, 2000 • Project Orange Capital Corp
BETWEENOperation and Maintenance Agreement • February 11th, 2000 • Project Orange Capital Corp • New York
EXHIBIT 10.21 CONSENT AND AGREEMENT (Cogeneration Facility Operation and Maintenance Agreement) Dated as of December 6, 1999Cogeneration Facility Operation and Maintenance Agreement • February 11th, 2000 • Project Orange Capital Corp • New York
