EXHIBIT 2.2 ASSUMPTION AGREEMENT -------------------- Project Orange Associates, L.P. ("Orange L.P."), the surviving corporation of the merger on the date hereof of Project Orange Funding, L.P. ("Funding L.P.") with and into Orange L.P., hereby...Assumption Agreement • April 27th, 2000 • Project Orange Capital Corp • Electric services
Project Orange Associates, L.P. ("Orange L.P."), the surviving corporation of the merger on the date hereof of Project Orange Funding, L.P. ("Funding L.P.") with and into Orange L.P., hereby expressly assumes, and agrees to perform and discharge, all of the obligations and liabilities of Funding L.P. under the Indenture (the "Indenture") dated as of December 6, 1999 among Funding L.P., Project Orange Capital Corp. ("Capital Co." and, together with Funding L.P., the "Issuers") 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 the Issuers' $68 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 Parti
