ORMAT FUNDING CORP. AND SUBSIDIARIES
(a wholly owned subsidiary of Ormat Nevada, Inc.)
The differences between the U.S. federal statutory tax rate and the Company's effective rate are as follows:
ORMAT FUNDING CORP. AND SUBSIDIARIES
(a wholly owned subsidiary of Ormat Nevada, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The net deferred tax assets and liabilities consist of the following:
| | | | | | | | | | |
| | December 31, |
| | 2004 | | 2003 |
Deferred tax assets (liabilities): | | | | | | | | |
Depreciation | | $ | (14,977 | ) | | $ | (8,631 | ) |
Asset retirement obligation | | | 1,581 | | | | 1,161 | |
Net operating loss carryforwards | | | 5,373 | | | | 378 | |
Investment tax credits | | | 1,971 | | | | 1,971 | |
State income taxes | | | 0 | | | | 38 | |
Total | | $ | (6,052 | ) | | $ | (5,083 | ) |
|
Realization of the deferred tax assets and investment tax credits is dependent on generating sufficient taxable income prior to expiration of the loss carryforwards. Although realization is not assured, management believes it is more likely than not that the deferred tax asset will be realized.
At December 31, 2004 and 2003, the Company had federal net operating loss ("NOL") carryforwards of $13,894,000 and $1,071,000, respectively, and state NOL carryforwards of $15,039,000 and $313,000, respectively, available to reduce future taxable income, which expire between 2021 and 2024 for federal NOLs and between 2023 and 2024 for state NOLs. The investment tax credits in the amount of $2.0 million at December 31, 2004 carry over indefinitely until utilized.
NOTE 11 — TRANSACTIONS WITH RELATED ENTITIES
Effective January 1, 2002, April 15, 2002 and December 8, 2003, the Company entered into O&M Agreements with the Parent for the operations of the Brady Project, the Ormesa Project, and the Steamboat Projects, respectively. Under the O&M Agreements, the Company pays for: (i) fixed monthly fees in exchange for the Parent to operate and maintain the Brady, the Ormesa, and the Steamboat projects, including personnel, ordinary maintenance and general operating costs, (ii) extraordinary operation expenses such as capital expenditures and major maintenance, as defined in the agreement, that are not included in the fixed monthly fees, and (iii) plant and field maintenance, as defined in the agreement.
Amounts incurred by the Company under the O&M agreements with the Parent were $28,669,000, $24,630,000 and $15,751,000 for the years ended December 31, 2004, 2003 and 2002, respectively.
During the fourth quarter of 2002, the Parent transferred the Desert Peak assets to the Company, consisting of a small power plant that sells electricity to SPPC under the Brady PPA, at book value of $2.5 million.
On February 11, 2004, the Company, through ORNI 7, a wholly owned subsidiary of the Company, entered into a geothermal resource lease (the "Meyberg Lease") with ORNI 6, a wholly owned subsidiary of the Parent, granting ORNI 7 the right to extract geothermal steam from certain land identified in the lease. The lease also grants to ORNI 7 the right to construct and use wells, pumps, pipelines, brine pits, pumping stations and roads for the production and injection of geothermal resources. The Meyberg Lease has a primary term of five years. In February 2004, ORNI 7 paid to ORNI 6 $2.5 million for rent in the first year of the Meyberg Lease, which rent is being amortized on a straight-line basis over the five-year term of the lease. Additionally, after the first year, until such time as ORNI 7 commences production of geothermal resources in commercial quantities on the leased land, or if commercial production ceases after commencement of such production, ORNI 7 is required to pay ORNI 6 annual rent in the amount of $80,000. After commencing
76
ORMAT FUNDING CORP. AND SUBSIDIARIES
(a wholly owned subsidiary of Ormat Nevada, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
commercial production, ORNI 7 will be required to pay monthly royalties to ORNI 6 in the amount of 5% of gross sales of electricity from any power plant that utilizes geothermal resources produced from the leased land.
Effective June 29, 2004, ORNI 7 signed a power purchase agreement, with respect to the Galena project ("Galena PPA"), with SPPC. The term of the Galena PPA is 20 years following the completion of the project, which completion is currently scheduled for the end of 2005. On August 2, 2004, the Company and the Parent entered into an engineering, procurement and construction agreement pursuant to which the Parent will design, engineer, and construct the Galena project and the Company will pay the Parent a total of $27.8 million, to be paid in installments, as compensation for its services.
Brady has a Fluid Supply Agreement with Western States pursuant to which Western States agrees to provide sufficient geothermal fluid from two wells to the Desert Peak 1 plant to allow Brady to generate up to 7 MW from the Desert Peak 1 plant. The fee for the geothermal fluid is 1% of the net revenues of Brady under the power purchase agreement to the extent that such revenues derive from the Desert Peak 2 plant and reimbursement of all rents and royalties paid by Western States to third parties under the geothermal lease, rights of way and other third party related property lease arrangements.
On August 2, 2004, ORNI 7 entered into engineering, procurement and construction agreement with the parent pursuant to which the Parent agreed to engineer and construct the Galena project on a turnkey basis. The cost under this engineering, procurement and construction agreement is $27.8 million subject to certain exceptions for change orders and changed circumstances such as force majeure and changes in law.
The U.S. Parent provides the Company with various accounting, legal, financial, developmental, operational, management and other services and assistance of the type customarily furnished by a parent corporation to its consolidated subsidiaries. The U.S Parent, is reimbursed indirectly by us, through payments to the Parent under the O&M agreements described above, for costs and expenses incurred by us and our subsidiaries in connection with provision of such services.
NOTE 12 — COMMITMENTS AND CONTINGENCIES
Geothermal resources
The Company, through its project subsidiaries, controls certain rights to geothermal fluids through certain leases with the Bureau of Land Management ("BLM") or through private leases. Royalties on the utilization of the geothermal resources are computed and paid to the lessors as defined in the respective agreements. Royalties expense was $1,342,000 $736,000 and $493,000 under the geothermal resource agreements for the years ended December 31, 2004, 2003 and 2002, respectively.
LOC Agreement
On June 30, 2004, the Parent entered into a letter of credit and loan agreement ("LOC Agreement") with a bank pursuant to which the bank agreed to issue one or more letters of credit aggregating to $15 million. The LOC Agreement expires on June 30, 2007, which shall be extended for successive one-year periods unless notice is provided by either the Parent or the bank to the contrary. In the event that the bank is required to pay on a letter of credit drawn by the beneficiary thereof, such letter of credit converts to a loan, bearing interest at LIBOR plus 4.0%, to be repaid in equal installments at the end of each of the next four quarters. There are various restrictive covenants in the LOC Agreement, which include maintaining certain levels of tangible net worth, leverage ratio, and minimum coverage ratio. On July 1, 2004, a letter of credit amounting to $8,125,000 was issued under the LOC Agreement, which has been used to replace cash on deposit in reserve funds that were used as a pledge against the Notes. Such letter of credit was increased by $2,674,000 on December 30, 2004.
77
ORMAT FUNDING CORP. AND SUBSIDIARIES
(a wholly owned subsidiary of Ormat Nevada, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Contingencies
In response to an order issued by a California State Court of Appeals, the California Public Utilities Commission ("CPUC"), has commenced an administrative proceeding before an Administrative Law Judge to address short run avoided cost ("SRAC") pricing for Qualifying Facilities for the period spanning from December 2000 to March 2001. The California Court of Appeals directed that the CPUC modify SRAC pricing on a retroactive basis to the extent that the CPUC determined that SRAC prices were not sufficiently "accurate" or "correct." On February 15, 2005, the CPUC issued a draft decision affirming that SRAC prices during the disputed period were corrected and compliant with the Public Utility Regulated Policies Act ("PURPA") requirements and that no retroactive adjustments are warranted. All parties will have the opportunity to comment on the draft and a final decision from the CPUC could be issued in late March or early April 2005. If the SRAC prices charged during the period in question were determined by the CPUC to not be "accurate" or "correct," retroactive price adjustments could be required for any of the Company's Qualifying Facilities in California whose payments are tied to SRAC pricing, including the Mammoth and Ormesa projects. Currently it is not possible to predict the final resolution of such proceeding; however, any retroactive price adjustment required to be made in relation to any of the Company's projects may require such projects to make refund payments or charge less for future sales, which could materially and adversely affect the business, the financial condition, future results and cash flows of the Company.
Steamboat Geothermal, LLC ("SG") is party to litigation related to a dispute over amounts owed to the plaintiffs under certain operating agreements. SG has initiated settlement discussions with the plaintiff and the Company believes that any outcome will not have a material impact on the Company's results of operations.
The Company is a defendant in various other legal suits in the ordinary course of business. It is the opinion of the Company's management that the expected outcome of these matters, individually or in the aggregate, will not have a material effect on the results of operations and financial condition of the Company.
Certain of the Company's projects are subject to contested Federal Energy Regulatory Commission ("FERC") rulings whereby an adverse outcome could result in a refund of a portion of previous revenues and/or a reduction in future revenues from those projects. The outcome of this matter cannot be predicted at this time.
NOTE 13 — REVENUES
Total revenues in accordance with the power purchase agreements (see Note 9) are comprised as follows:
| | | | | | | | | | | | | | |
| | Year Ended December 31, |
| | 2004 | | 2003 | | 2002 |
| | (dollars in thousands) |
Energy | | $ | 39,391 | | | $ | 29,297 | | | $ | 20,122 | |
Capacity | | | 16,569 | | | | 11,545 | | | | 10,865 | |
Capacity bonus | | | 1,148 | | | | 1,043 | | | | 464 | |
Other | | | 519 | | | | — | | | | — | |
Total | | $ | 57,627 | | | $ | 41,885 | | | $ | 31,451 | |
|
A portion of the above revenues have been classified as lease revenues in the consolidated statements of operations to comply with the provisions of EITF Issue No. 01-8 (see Notes 1 and 9).
78
ORMAT FUNDING CORP. AND SUBSIDIARIES
(a wholly owned subsidiary of Ormat Nevada, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 14 — COST OF REVENUES
Total cost of revenues in accordance with the power purchase agreements (see Note 9) is comprised as follows:
| | | | | | | | | | | | | | |
| | Year Ended December 31, |
| | 2004 | | 2003 | | 2002 |
| | (dollars in thousands) |
Depreciation, amortization and accretion of asset retirement obligation | | $ | 10,298 | | | $ | 5,564 | | | $ | 3,049 | |
Operating expenses | | | 27,643 | | | | 24,823 | | | | 19,077 | |
Total | | $ | 37,941 | | | $ | 30,387 | | | $ | 22,126 | |
|
A portion of the above cost of revenues have been classified as lease cost of revenues in the consolidated statements of operations to comply with the provisions of EITF Issue No. 01-8 (see Notes 1 and 9).
NOTE 15 — QUARTERLY CONSOLIDATED FINANCIAL INFORMATION (UNAUDITED)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended |
| | March 31, 2003 | | June 30, 2003 | | Sept. 30, 2003 | | Dec. 31, 2003 | | March 31, 2004 | | June 30, 2004 | | Sept. 30, 2004 | | Dec. 31, 2004 |
| | (dollars in thousands) |
Total revenues | | $ | 8,968 | | | $ | 9,624 | | | $ | 12,843 | | | $ | 10,450 | | | $ | 12,310 | | | $ | 14,578 | | | $ | 16,318 | | | $ | 14,421 | |
Gross margin | | | 2,472 | | | | 1,717 | | | | 5,712 | | | | 1,597 | | | | 4,536 | | | | 3,544 | | | | 7,292 | | | | 4,314 | |
Income (loss) before cumulative effect of change in accounting principle | | | 1,307 | | | | 784 | | | | 4,022 | | | | 267 | | | | 998 | | | | (343 | ) | | | 1,494 | | | | (476 | ) |
Net income (loss) | | | 1,102 | | | | 784 | | | | 4,022 | | | | 267 | | | | 998 | | | | (343 | ) | | | 1,494 | | | | (476 | ) |
|
79
OrMammoth Inc.
(a wholly owned subsidiary of Ormat Funding Corp.)
Report on Audits of Financial Statements
As of December 31, 2004 and 2003, and for the Year
ended December 31, 2004 and for the period from
November 20, 2003 (date of incorporation) to
December 31, 2003
The accompanying notes are an integral part of these financial statements.
80
REPORT OF INDEPENDENT AUDITORS
To the Board of Directors and Stockholder of
OrMammoth Inc.
In our opinion, the accompanying balance sheets and the related statements of operations, of stockholder's equity and of cash flows present fairly, in all material respects, the financial position of OrMammoth Inc. (a wholly owned subsidiary of Ormat Funding Corp.) at December 31, 2004 and 2003, and the results of its operations and its cash flows for the year ended December 31, 2004 and for period from November 20, 2003 (date of incorporation) to December 31, 2003 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
/s/ PricewaterhouseCoopers LLP
Sacramento, California
March 21, 2005
81
ORMAMMOTH INC.
(a wholly owned subsidiary of Ormat Funding Corp.)
BALANCE SHEETS
| | | | | | | | | | |
| | December 31, |
| | 2004 | | 2003 |
Assets | |
Investment in and advances to Partnership | | $ | 36,360,796 | | | $ | 38,773,031 | |
Total assets | | $ | 36,360,796 | | | $ | 38,773,031 | |
Liabilities and Stockholder's Equity | | | | | | | | |
Long-term subordinated loan from Parent | | $ | 34,759,401 | | | $ | 38,631,379 | |
Total liabilities | | $ | 34,759,401 | | | $ | 38,631,379 | |
Contingencies (Note 4) | | | | | | | | |
Stockholder's equity: | | | | | | | | |
Common stock, par value $1 per share; authorized 3,000 shares; issued and outstanding 500 shares | | | 500 | | | | 500 | |
Retained earnings | | | 1,600,895 | | | | 141,152 | |
Total stockholder's equity | | | 1,601,395 | | | | 141,652 | |
Total liabilities and stockholder's equity | | $ | 36,360,796 | | | $ | 38,773,031 | |
|
The accompanying notes are an integral part of these financial statements.
82
ORMAMMOTH INC.
(a wholly owned subsidiary of Ormat Funding Corp.)
STATEMENTS OF OPERATIONS
| | | | | | | | | | |
| | Year Ended December 31, 2004 | | Period From November 20, 2003 (date of incorporation) to December 31, 2003 |
Equity in income of Investee | | $ | 1,459,743 | | | $ | 141,152 | |
Net income | | $ | 1,459,743 | | | $ | 141,152 | |
|
The accompanying notes are an integral part of these financial statements.
83
ORMAMMOTH INC.
(a wholly owned subsidiary of Ormat Funding Corp.)
STATEMENTS OF STOCKHOLDER'S EQUITY
| | | | | | | | | | |
| | Common Stock |
| | Shares | | Amount | | Retained Earnings | | Total |
Balance, November 20, 2003 (date of incorporation) | | | — | | | $ | — | | | $ | — | | | $ | — | |
Issuance of shares to Parent | | | 500 | | | | 500 | | | | — | | | | 500 | |
Net income | | | — | | | | — | | | | 141,152 | | | | 141,152 | |
Balance, December 31, 2003 | | | 500 | | | | 500 | | | | 141,152 | | | | 141,652 | |
Net income | | | — | | | | — | | | | 1,459,743 | | | | 1,459,743 | |
Balance, December 31, 2004 | | | 500 | | | $ | 500 | | | $ | 1,600,895 | | | $ | 1,601,395 | |
|
The accompanying notes are an integral part of these financial statements.
84
ORMAMMOTH INC.
(a wholly owned subsidiary of Ormat Funding Corp.)
STATEMENTS OF CASH FLOWS
| | | | | | | | | | |
| | Year Ended December 31, 2004 | | Period From November 20, 2003 (date of incorporation) to December 31, 2003 |
Cash flows from operating activities: | | | | | | | | |
Net income | | $ | 1,459,743 | | | $ | 141,152 | |
Adjustments to reconcile net income to net cash provided by operating activities: | | | | | | | | |
Equity in income of investee | | | (1,459,743 | ) | | | (141,152 | ) |
Distributions from Partnership | | | 2,140,044 | | | | — | |
Deferred income tax provision | | | (894,682 | ) | | | — | |
Net cash provided by operating activities | | | 1,245,362 | | | | — | |
Cash flows from investing activities: | | | | | | | | |
Distributions from Partnership | | | 2,500,000 | | | | — | |
Repayment of advances to Investee | | | 126,616 | | | | — | |
Net cash provided by investing activities | | | 2,626,616 | | | | — | |
Cash flows from financing activities: | | | | | | | | |
Repayment of long-term subordinated loan from Parent | | | (3,871,978 | ) | | | — | |
Net cash used in financing activities | | | (3,871,978 | ) | | | — | |
Net change in cash | | | — | | | | — | |
Cash, beginning of period | | | — | | | | — | |
Cash, end of period | | $ | — | | | $ | — | |
Supplemental non-cash investing and financing activities: | | | | | | | | |
Issuance of common stock to Parent and incurrence of long-term subordinated loan from Parent | | $ | — | | | $ | 500 | |
Transfer of 50% interest in Mammoth from Parent and incurrence of long-term subordinated loan from Parent | | $ | — | | | $ | 38,631,879 | |
|
The accompanying notes are an integral part of these financial statements.
85
ORMAMMOTH INC.
(a wholly owned subsidiary of Ormat Funding Corp)
NOTES TO FINANCIAL STATEMENTS
NOTE 1 — BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
Business
The primary business of OrMammoth Inc (the "Company"), a wholly owned subsidiary of Ormat Funding Corp. (the "Parent"), is holding a 50% ownership interest in Mammoth-Pacific, L.P. ("Mammoth"), who's operations are comprised of three geothermal power plants ("Mammoth Project"), located near the city Mammoth, California. The Parent is a wholly owned subsidiary of Ormat Nevada, Inc. ("ONI"), which is a wholly owned subsidiary of Ormat Technologies, Inc. (the "U.S. Parent"), which in turn is a wholly owned subsidiary of Ormat Industries Ltd. (the "Ultimate Parent").
Basis of presentation
As further discussed in Note 2, on December 18, 2003, ONI acquired a 50% ownership interest in Mammoth. On January 30, 2004, ONI transferred such 50% ownership interest in Mammoth to the Company at net book value. Such transfer has been accounted for as entities under common control in a manner similar to a pooling of interests of entities, and has been reflected in these financial statements as having occurred as of December 18, 2003. Prior to the transfer of ownership interests in Mammoth, the Company was a dormant entity. The Company was incorporated in Delaware on November 20, 2003.
The Company accounts for its 50% ownership interest in Mammoth under the equity method, pursuant to which original investments are recorded at cost and adjusted by the Company's share of undistributed earnings or losses of Mammoth. The Company's earnings in investments accounted for under the equity method have been reflected as "Equity in income of Investee" on the Company's statements of operations. Additionally, the Company has advances to Mammoth, which are included in "Investment in and advances to Partnership". Such advances totaled approximately $568,000 and $695,000 at December 31, 2004 and 2003, respectively. The advances will be repaid monthly, subject to available operating cash flows over a 20-year period beginning January 1, 1996. During the year ended December 31, 2004, Mammoth repaid $126,616 of the advances.
Income taxes
The Company is included in the U.S. Parent's consolidated federal and state tax returns as an affiliated group. Income taxes are accounted for by the Company using the separate return method pursuant to Statement of Financial Accounting Standards ("SFAS") No. 109, Accounting for Income Taxes. Under SFAS No. 109, the Company uses the asset and liability approach, which requires the recognition of taxes payable or refundable for the current year and deferred tax assets and liabilities for the future tax consequences of events that have been recognized in the Company's financial statements or tax returns. The measurement of current and deferred tax assets and liabilities are based on provisions of the enacted tax law; the effects of future changes in tax laws or rates are not anticipated. The Company accounts for investment tax credits as a reduction to income taxes in the year in which the credit arises. The measurement of deferred tax assets is reduced, if necessary, by the amount of any tax benefits that, based on available evidence, are not expected to be realized. The current income taxes payable/receivable are recorded in amounts due to/from Parent as the Company settles such obligations currently.
Accounting estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial
86
ORMAMMOTH INC.
(a wholly owned subsidiary of Ormat Funding Corp)
NOTES TO FINANCIAL STATEMENTS
statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.
New accounting pronouncements
FIN No. 46R — Consolidation of Variable Interest Entities
In January 2003, the Financial Accounting Standards Board issued Interpretation No. 46, Consolidation of Variable Interest Entities, which was revised in December 2003 ("FIN No. 46R"). FIN No. 46R clarifies the application of Accounting Research Bulletin No. 51, Consolidated Financial Statements, and applies immediately to any variable interest entities ("VIE's") created after December 31, 2003, and to variable interest entities in which an interest is obtained after that date. Effective March 31, 2004, the Company adopted the provisions of FIN No. 46R, which did not have an impact on its consolidated results of operations and financial position. The Company's equity investment in Mammoth does not require consolidation as Mammoth is not a VIE.
EITF Issue No. 02-14 — Whether an Investor Should Apply the Equity Method of Accounting to Investments Other Than Common Stock
In July 2004, the FASB issued EITF Issue No. 02-14, Whether an Investor Should Apply the Equity Method of Accounting to Investments Other Than Common Stock. EITF Issue No. 02-14 addresses whether the equity method of accounting applies when an investor does not have an investment in voting common stock of an investee but exercises significant influence through other means. EITF Issue No. 02-14 states that an investor should only apply the equity method of accounting when it has investments in either common stock or in-substance common stock of the investee, provided that the investor has the ability to exercise significant influence over the operating and financial policies of the investee. The provisions in EITF Issue No. 02-14 are effective for reporting periods beginning after September 15, 2004 (October 1, 2004 for the Company). The adoption of EITF Issue No. 02-14 by the Company did not have any impact on its results of operations and financial position.
NOTE 2 — BUSINESS ACQUISITIONS
The Mammoth Project
On December 18, 2003, ONI acquired a 50% interest in Mammoth for an allocated purchase price of $38.6 million. On January 31, 2004, ONI transferred such 50% interest in Mammoth to the Company at net book value, which approximated $38.8 million. The purchase price paid by the Parent was less than the underlying net equity of Mammoth by approximately $9.3 million. As such, the basis difference will be amortized over the remaining useful life of the property, plant and equipment and the power purchase agreements, which range from 12 to 17 years. The Company's 50% ownership interest in Mammoth is accounted for under the equity method of accounting as the Company has the ability to exercise significant influence, but not control, over Mammoth.
87
ORMAMMOTH INC.
(a wholly owned subsidiary of Ormat Funding Corp)
NOTES TO FINANCIAL STATEMENTS
The condensed financial position and results of operations of Mammoth are summarized below (amounts in thousands):
| | | | | | | | | | |
| | December 31, |
| | 2004 | | 2003 |
Condensed balance sheet: | | | | | | | | |
Current assets | | $ | 11,088 | | | $ | 11,182 | |
Non-current assets | | | 83,944 | | | | 88,918 | |
Current liabilities | | | 924 | | | | 608 | |
Non-current liabilities | | | 3,774 | | | | 3,680 | |
Partners' equity | | | 90,334 | | | | 95,812 | |
|
| | | | | | | | | | |
| | Year Ended December 31, 2004 | | Period from December 18, 2003 to December 31, 2003 |
Condensed statement of operations: | | | | | | | | |
Net revenues | | $ | 15,815 | | | $ | 672 | |
Gross margin | | | 3,830 | | | | 252 | |
Net income | | | 3,521 | | | | 246 | |
Company's equity in income of Mammoth: | | | | | | | | |
50% of Mammoth net income | | $ | 1,761 | | | $ | 123 | |
Plus amortization of the equity basis difference | | | 593 | | | | 18 | |
| | | 2,354 | | | | 141 | |
Less income taxes | | | (894 | ) | | | — | |
| | $ | 1,460 | | | $ | 141 | |
|
NOTE 3 — TRANSACTIONS WITH RELATED ENTITIES
Prior to December 18, 2003, Mammoth had an agreement for the operation and maintenance
of the Mammoth Project with Covanta Energy Corporation (the "Operator"), and effective
December 18, 2003, ONI assumed the rights and obligations as the Operator under such agreement. Operator fees are equal to the operator's labor costs and overhead, plus monthly administrative costs.
As a result of obtaining the 50% ownership interest in Mammoth (see Note 2), the Company incurred debt to the Parent. On July 1, 2004, the Company entered into a loan agreement with the Parent pursuant to which the Company may borrow up to $40 million from time to time. The loan is due in 2021 and is payable only from available cash flow, is subordinated to other debt and has been classified as non-current. Prior to January 1, 2005, amounts payable under the loan agreement will be interest free. Effective January 1, 2005, interest will accrue on the unpaid principal of the loan amount at a rate per annum equal to the higher of 5% or the applicable Federal rate (4.68% at December 31, 2004), and is added to the principal and is also due in 2021 or from available cash flow.
NOTE 4 — CONTINGENCIES
In response to an order issued by a California State Court of Appeals, the California Public Utilities Commission ("CPUC"), has commenced an administrative proceeding before an Administrative Law Judge to address short run avoided cost ("SRAC") pricing for Qualifying Facilities for the period spanning from December 2000 to March 2001. The California Court of Appeals directed that the CPUC modify SRAC pricing on a retroactive basis to the extent that the CPUC determined that SRAC prices were not sufficiently "accurate" or "correct." On February 15,
88
ORMAMMOTH INC.
(a wholly owned subsidiary of Ormat Funding Corp)
NOTES TO FINANCIAL STATEMENTS
2005, the CPUC issued a draft decision affirming that SRAC prices during the disputed period were corrected and compliant with the Public Utility Regulated Policies Act ("PURPA") requirements and that no retroactive adjustments are warranted. All parties will have the opportunity to comment on the draft and a final decision from the CPUC could be issued in late March or early April 2005. If the SRAC prices charged during the period in question were determined by the CPUC to not be "accurate" or "correct," retroactive price adjustments could be required for any of the Company's Qualifying Facilities in California whose payments are tied to SRAC pricing, including the Mammoth and Ormesa projects. Currently it is not possible to predict the final resolution of such proceeding; however, any retroactive price adjustment required to be made in relation to any of the Company's projects may require such projects to make refund payments or charge less for future sales, which could materially and adversely affect the business, the financial condition, future results and cash flows of the Company.
89
Mammoth-Pacific, L.P.
Report on Audits of Financial Statements
As of December 31, 2004 and 2003
and for the three years in the period
ended December 31, 2004
90
REPORT OF INDEPENDENT AUDITORS
To the Partner of Mammoth-Pacific, L.P. (OrMammoth Inc.)
In our opinion, the accompanying balance sheets and the related statements of operations, of partners' capital and of cash flows present fairly, in all material respects, the financial position of Mammoth- Pacific, L.P. ("Partnership") at December 31, 2004 and 2003 and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2004 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
As discussed in Note 3 to the financial statements, effective January 1, 2003, the Company adopted the provisions of Statement of Financial Accounting Standards No. 143, Accounting for Obligations Associated with the Retirement of Long-Lived Assets.
/s/ PricewaterhouseCoopers LLP
Sacramento, California
March 21, 2005
91
MAMMOTH-PACIFIC, L.P.
(A California Limited Partnership)
BALANCE SHEETS
| | | | | | | | | | |
| | December 31, |
| | 2004 | | 2003 |
Assets | | | | | | | | |
Current assets: | | | | | | | | |
Cash and cash equivalents | | $ | 7,741,376 | | | $ | 7,528,354 | |
Accounts receivable | | | 2,585,009 | | | | 2,552,216 | |
Prepaid expenses and other | | | 761,384 | | | | 1,101,113 | |
Total current assets | | | 11,087,769 | | | | 11,181,683 | |
Deposits and other | | | 250,919 | | | | — | |
Property, plant and equipment, net | | | 81,387,927 | | | | 86,772,819 | |
Construction-in-progress | | | 2,305,253 | | | | 2,145,711 | |
Total assets | | $ | 95,031,868 | | | $ | 100,100,213 | |
Liabilities and Partners' Capital | | | | | | | | |
Current liabilities: | | | | | | | | |
Accounts payable | | $ | 4,542 | | | $ | 365,177 | |
Accrued expenses and other liabilities | | | 547,281 | | | | 199,482 | |
Due to related entities | | | 372,506 | | | | 42,811 | |
Total current liabilities | | | 924,329 | | | | 607,470 | |
Due to related entities | | | 568,120 | | | | 694,736 | |
Asset retirement obligation | | | 3,205,660 | | | | 2,985,664 | |
Total liabilities | | | 4,698,109 | | | | 4,287,870 | |
Commitments and contingencies (Notes 4, 5 and 6) | | | | | | | | |
Partners' capital | | | 90,333,759 | | | | 95,812,343 | |
Total liabilities and partners' capital | | $ | 95,031,868 | | | $ | 100,100,213 | |
|
The accompanying notes are an integral part of these financial statements.
92
MAMMOTH-PACIFIC, L.P.
(A California Limited Partnership)
STATEMENTS OF OPERATIONS
| | | | | | | | | | | | | | |
| | Year Ended December 31, |
| | 2004 | | 2003 | | 2002 |
Revenues: | | | | | | | | | | | | |
Energy | | $ | 11,439,818 | | | $ | 11,882,856 | | | $ | 10,040,290 | |
Capacity | | | 4,102,731 | | | | 4,205,000 | | | | 4,282,968 | |
Capacity bonus | | | 272,148 | | | | 265,488 | | | | 265,228 | |
Total revenues | | | 15,814,697 | | | | 16,353,344 | | | | 14,588,486 | |
Cost of revenues: | | | | | | | | | | | | |
Operating expenses | | | 6,379,475 | | | | 6,705,336 | | | | 6,019,970 | |
Depreciation and amortization | | | 5,604,888 | | | | 5,359,544 | | | | 5,294,823 | |
Total cost of revenues | | | 11,984,363 | | | | 12,064,880 | | | | 11,314,793 | |
Gross margin | | | 3,830,334 | | | | 4,288,464 | | | | 3,273,693 | |
General and administrative expenses | | | 338,211 | | | | 204,000 | | | | 114,620 | |
Operating income | | | 3,492,123 | | | | 4,084,464 | | | | 3,159,073 | |
Other income: | | | | | | | | | | | | |
Interest income | | | 29,293 | | | | 44,393 | | | | 411,036 | |
Other non-operating income, net | | | — | | | | 2,404 | | | | — | |
Income before cumulative effect of changes in accounting principle | | | 3,521,416 | | | | 4,131,261 | | | | 3,570,109 | |
Cumulative effect of change in accounting principle | | | — | | | | (2,107,000 | ) | | | — | |
Net income | | $ | 3,521,416 | | | $ | 2,024,261 | | | $ | 3,570,109 | |
Proforma income tax provision | | $ | 1,338,138 | | | $ | 769,219 | | | $ | 1,356,641 | |
Proforma net income reflecting tax provision (Note 1) | | $ | 2,183,278 | | | $ | 1,255,042 | | | $ | 2,213,468 | |
|
The accompanying notes are an integral part of these financial statements.
93
MAMMOTH-PACIFIC, L.P.
(A California Limited Partnership)
STATEMENTS OF PARTNERS' CAPITAL
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | General Partners | | Limited Partners | | Total Partners' Capital |
| | Mammoth Geothermal Company | | OrMammoth Inc. | | CD Mammoth Lakes I | | Pacific Geothermal Company | | OrMammoth Inc. | | CD Mammoth Lakes I | | CD Mammoth Lakes II | |
Balance, December 31, 2001 | | $ | 59,615,569 | | | $ | — | | | $ | 1,216,644 | | | $ | 1,216,644 | | | $ | — | | | $ | 29,199,462 | | | $ | 30,416,105 | | | $ | 121,664,424 | |
Distributions | | | (12,370,760 | ) | | | — | | | | (252,465 | ) | | | (252,465 | ) | | | — | | | | (6,059,148 | ) | | | (6,311,613 | ) | | | (25,246,451 | ) |
Net income | | | 1,749,354 | | | | — | | | | 35,701 | | | | 35,701 | | | | — | | | | 856,826 | | | | 892,527 | | | | 3,570,109 | |
Balance, December 31, 2002 | | | 48,994,163 | | | | — | | | | 999,880 | | | | 999,880 | | | | — | | | | 23,997,140 | | | | 24,997,019 | | | | 99,988,082 | |
Distributions | | | (3,038,000 | ) | | | — | | | | (62,000 | ) | | | (62,000 | ) | | | — | | | | (1,488,000 | ) | | | (1,550,000 | ) | | | (6,200,000 | ) |
Net income | | | 931,459 | | | | 60,428 | | | | 20,243 | | | | 19,010 | | | | 1,233 | | | | 485,823 | | | | 506,065 | | | | 2,024,261 | |
Purchase (Sale)/Purchase of Partnership interest | | | (46,887,622 | ) | | | 46,887,622 | | | | — | | | | (956,890 | ) | | | 956,890 | | | | — | | | | — | | | | — | |
Balance, December 31, 2003 | | | — | | | | 46,948,050 | | | | 958,123 | | | | — | | | | 958,123 | | | | 22,994,963 | | | | 23,953,084 | | | | 95,812,343 | |
Distributions | | | — | | | | (4,410,000 | ) | | | (90,000 | ) | | | — | | | | (90,000 | ) | | | (2,160,000 | ) | | | (2,250,000 | ) | | | (9,000,000 | ) |
Net income | | | — | | | | 1,725,493 | | | | 35,214 | | | | — | | | | 35,214 | | | | 845,140 | | | | 880,355 | | | | 3,521,416 | |
Balance, December 31, 2004 | | $ | — | | | $ | 44,263,543 | | | $ | 903,337 | | | $ | — | | | $ | 903,337 | | | $ | 21,680,103 | | | $ | 22,583,439 | | | $ | 90,333,759 | |
|
The accompanying notes are an integral part of these financial statements.
94
MAMMOTH PACIFIC, L.P.
(A California Limited Partnership)
STATEMENTS OF CASH FLOWS
| | | | | | | | | | | | | | |
| | Year Ended December 31, |
| | 2004 | | 2003 | | 2002 |
Cash flows from operating activities: | | | | | | | | | | | | |
Net income | | $ | 3,521,416 | | | $ | 2,024,261 | | | $ | 3,570,109 | |
Adjustments to reconcile net income to net cash provided by operating activities: | | | | | | | | | | | | |
Depreciation and amortization | | | 5,604,888 | | | | 5,359,544 | | | | 5,294,823 | |
Cumulative effect of change in accounting principle | | | — | | | | 2,107,000 | | | | — | |
Changes in operating assets and liabilities: | | | | | | | | | | | | |
Accounts receivable | | | (32,793 | ) | | | 153,068 | | | | 13,072,566 | |
Other receivables | | | — | | | | — | | | | 8,153,363 | |
Prepaid expenses and other | | | 339,729 | | | | 181,155 | | | | (223,864 | ) |
Due to related entities | | | 203,079 | | | | (183,984 | ) | | | 107,057 | |
Accounts payable | | | (360,635 | ) | | | 350,616 | | | | (449,893 | ) |
Accrued expenses and other liabilities | | | 347,799 | | | | (479,515 | ) | | | (2,725,554 | ) |
Deposits and other | | | (250,919 | ) | | | — | | | | — | |
Asset retirement obligation | | | 219,996 | | | | 220,664 | | | | — | |
Net cash provided by operating activities | | | 9,592,560 | | | | 9,732,809 | | | | 26,798,607 | |
Cash flows from investing activities: | | | | | | | | | | | | |
Change in restricted cash | | | — | | | | — | | | | 378,117 | |
Capital expenditures | | | (379,538 | ) | | | (421,439 | ) | | | (1,962,913 | ) |
Net cash used in operating activities | | | (379,538 | ) | | | (421,439 | ) | | | (1,584,796 | ) |
Cash flows from financing activities: | | | | | | | | | | | | |
Distributions to Partners | | | (9,000,000 | ) | | | (6,200,000 | ) | | | (25,246,451 | ) |
Net cash used in financing activities | | | (9,000,000 | ) | | | (6,200,000 | ) | | | (25,246,451 | ) |
Net increase (decrease) in cash and cash equivalents | | | 213,022 | | | | 3,111,370 | | | | (32,640 | ) |
Cash and cash equivalents at beginning of year | | | 7,528,354 | | | | 4,416,984 | | | | 4,449,624 | |
Cash and cash equivalents at end of year | | $ | 7,741,376 | | | $ | 7,528,354 | | | $ | 4,416,984 | |
Supplemental disclosure of cash flow information: | | | | | | | | | | | | |
Effect of adopting SFAS No. 143: | | | | | | | | | | | | |
Asset retirement cost, net | | $ | — | | | $ | 658,000 | | | $ | — | |
Asset retirement obligation | | $ | — | | | $ | 2,765,000 | | | $ | — | |
|
The accompanying notes are an integral part of these financial statements.
95
MAMMOTH PACIFIC, L.P.
(a California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
NOTE 1 — BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Business
Mammoth-Pacific, L.P., a California limited partnership (the "Partnership"), owns and operates three geothermal electric generation plants located near the city of Mammoth Lakes, California. Such geothermal plants are collectively referred to herein as the "Project".
Prior to December 18, 2003, the partners were Mammoth Geothermal Company ("MGC") and Pacific Geothermal Company ("PGC"), which are both wholly owned subsidiaries of Covanta Energy Corporation ("CEC"), and CD Mammoth Lakes I ("CDI") and CD Mammoth Lakes II ("CDII"), which are both wholly owned subsidiaries of Constellation Energy Inc. Effective December 18, 2003, the partnership interests owned by MGC and PGC were sold to OrMammoth Inc. ("OrMammoth"), a wholly owned subsidiary of Ormat Funding Corp. ("OFC"), which is a wholly owned subsidiary of Ormat Nevada, Inc. ("ONI"), which in turn is a wholly owned subsidiary of Ormat Technologies, Inc. ("OTec")
The partners' general and limited partnership interests as of December 31, 2004 are as follows
| | | | | | | | | | |
General partners: | |
OrMammoth | | | 49 | % | | | | |
CDI | | | 1 | % | |
Limited partners: | |
OrMammoth | | | 1 | % | |
CDI | | | 24 | % | |
CDII | | | 25 | % | |
|
All income, loss, tax deductions and credits, cash distributions from operations, and net proceeds from dissolution and liquidation of the Partnership shall be allocated to the partners in percentages equal to their partnership interests.
Cash and cash equivalents
The Partnership considers all investments purchased with an original maturity of three months or less to be cash equivalents.
Concentration of credit risk
Financial instruments that potentially subject the Partnership to concentration of credit risk consist principally of temporary cash investments and accounts receivable. The Partnership places its temporary cash investments with high credit quality financial institutions located in the United States of America. At December 31, 2004 and 2003, the Partnership maintained all of its deposits in one U.S. financial institution that is federally insured up to $100,000. All of the Partnership's revenues, and the related receivable balances, are earned from one power company, Southern California Edison Company.
Property, plant and equipment
Property, plant and equipment are stated at cost. All costs associated with acquisition, development and construction of power plant facilities are capitalized. Major improvements are capitalized, and repairs and maintenance costs are expensed. Power plants are depreciated using the straight-line method over the term of the relevant power purchase agreements (see Note 4). The other assets are depreciated using the straight-line method over their estimated useful lives ranging from five to seven years. The cost and accumulated depreciation of items sold or retired are removed from the accounts. Any resulting gain or loss is recognized currently.
96
MAMMOTH PACIFIC, L.P.
(a California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
Impairment of long-lived assets and long-lived assets to be disposed of
Long-lived assets including power purchase agreements are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value, less costs to sell. Management believes that no impairment exists for long-lived assets, however future estimates as to the recoverability of such assets may change based on revised circumstances.
Derivative instruments
Statement of Financial Accounting Standards ("SFAS") No. 133, Accounting for Derivative Instruments and Hedging Activities, as amended and interpreted by other related accounting literature, establishes accounting and reporting standards for derivative instruments (including certain derivative instruments embedded in other contracts). SFAS No. 133 requires companies to record derivatives on their balance sheets as either assets or liabilities measured at their fair value unless exempted from derivative treatment as a normal purchase and sale. All changes in the fair value of derivatives are recognized currently in earnings unless specific hedge criteria are met, which requires that a company must formally document, designate, and assess the effectiveness of transactions that receive hedge accounting.
The Partnership is subject to the provisions of SFAS No. 133 Derivative Implementation Group ("DIG") Issue No. C15 ("DIG Issue No. C15"), Normal Purchases and Normal Sales Exception for Certain Option-Type Contracts and Forward Contracts in Electricity, which expands the requirements for the normal purchase and normal sales exception to include electricity contracts entered into by a utility company when certain criteria are met. Also under DIG Issue No. C15, contracts that have a price adjustment clause based on an index that is not directly related to the electricity generated, as defined in SFAS No. 133, do not meet the requirements for the normal purchases and normal sales exception. The Partnership has power sales agreements that qualify as derivative instruments under DIG Issue No. C15 because they have a price adjustment clause based on an index that does not directly relate to the sources of the power used to generate the electricity. The adoption of the provisions of DIG Issue No. C15 in 2002 did not have a material impact on the Partnership's consolidated financial position and results of operations.
In June 2003, the Financial Accounting Standards Board ("FASB") issued DIG Issue No. C20, Scope Exceptions: Interpretation of the Meaning of Not Clearly and Closely Related in Paragraph 10(b) regarding Contracts with a Price Adjustment Feature. DIG Issue No. C20 superseded DIG Issue No. C11 Interpretation of Clearly and Closely Related in Contracts That Qualify for the Normal Purchases and Normal Sales Exception, and specified additional circumstances in which a price adjustment feature in a derivative contract would not be an impediment to qualifying for the normal purchases and normal sales scope exception under SFAS No. 133. DIG Issue No. C20 was effective as of the first day of the fiscal quarter beginning after July 10, 2003, (i.e. October 1, 2003, for the Partnership). In conjunction with initially applying the implementation guidance, DIG Issue No.C20 requires contracts that did not previously qualify for the normal purchases normal sales scope exception, and do qualify for the exception under DIG Issue No. C20, to freeze the fair value of the contract as of the date of the initial application, and amortized such fair value over the remaining contract period. Upon adoption of DIG Issue No. C20, the Partnership elected the normal purchase and normal sales scope exception under FAS No. 133 related to its power purchase agreements. Such adoption did not have a material impact on the Partnership's consolidated financial position and results of operations.
97
MAMMOTH PACIFIC, L.P.
(a California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
Income taxes
The net income of the Partnership for income tax purposes is the responsibility of the individual partners. Accordingly, no provision for income taxes has been recorded in these financial statements. The pro forma net income on the statement of operations reflects a tax provision of 38%, the effective rate of the company that acquired MGC and PGC's ownership interest (see discussion above).
Revenue recognition
Revenue from the sale of electricity is recorded based upon output delivered and capacity provided at rates as specified under terms of long-term power purchase agreements (see Note 4).
Accounting estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Fair value of financial instruments
The fair value of cash and cash equivalents, accounts receivable, and accounts payable approximate their reported carrying amounts because of the short maturity of those instruments.
Recently issued accounting pronouncement
In December 2004, the FASB issued SFAS No. 153, Exchanges of Nonmonetary Assets — An Amendment of APB Opinion No. 29. SFAS No. 153 amends APB Opinion No. 29, Accounting for Nonmonetary Transactions. The amendments made by SFAS No. 153 are based on the principle that exchanges of nonmonetary assets should be measured based on the fair value of the assets exchanged. Further, the amendments eliminate the exception for nonmonetary exchanges of similar productive assets and replace it with a general exception for exchanges of nonmonetary assets that do not have commercial substance. The provisions in SFAS No. 153 are effective for nonmonetary asset exchanges occurring in fiscal periods beginning after June 15, 2005 (July 1, 2005 for the Partnership). Early application of the SFAS No. 153 is permitted. The provisions of SFAS No.153 shall be applied prospectively. The Partnership does not expect SFAS No.153 to have a material impact on its results of operations and financial position in future periods.
NOTE 2 — PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment, consists of the following:
| | | | | | | | | | |
| | December 31, |
| | 2004 | | 2003 |
Plant and related equipment | | $ | 153,321,056 | | | $ | 153,321,056 | |
Transportation equipment | | | 183,220 | | | | 183,220 | |
Furniture and fixtures | | | 37,419 | | | | 37,419 | |
Asset retirement cost | | | 1,097,000 | | | | 1,097,000 | |
| | | 154,638,695 | | | | 154,638,695 | |
Less accumulated depreciation | | | (73,250,768 | ) | | | (67,865,876 | ) |
Total | | $ | 81,387,927 | | | $ | 86,772,819 | |
|
98
MAMMOTH PACIFIC, L.P.
(a California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
Depreciation expense for the years ended December 31, 2004, 2003 and 2002 amount to $5,604,888, $5,359,544 and $5,294,823, respectively
NOTE 3 — ASSET RETIREMENT OBLIGATION
The Partnership adopted SFAS No. 143, Accounting for Obligations Associated with the Retirement of Long-Lived Assets, effective January 1, 2003. Under SFAS No. 143, entities are required to record the fair value of a legal liability for an asset retirement obligation in the period in which it is incurred. The Partnership's legal liabilities include capping wells and post-closure costs of geothermal power producing sites. When a new liability for asset retirement obligations is recorded, the Partnership capitalizes the costs of the liability by increasing the carrying amount of the related long-lived asset. The liability is accreted to its present value each period, and the capitalized cost is depreciated over the useful life of the related asset. At retirement, an entity settles the obligation for its recorded amount or incurs a gain or loss. On January 1, 2003 the Partnership recorded a cumulative effect of change in accounting principle of $2,107,000.
The following table presents a reconciliation of the beginning and ending aggregate carrying amount of asset retirement obligations for the periods presented below:
| | | | | | | | | | |
| | Year Ended December 31, |
| | 2004 | | 2003 |
Balance at beginning of year | | $ | 2,985,664 | | | $ | 2,765,000 | |
Accretion expense | | | 219,996 | | | | 220,664 | |
Balance at end of year | | $ | 3,205,660 | | | $ | 2,985,664 | |
|
NOTE 4 — POWER PURCHASE AGREEMENTS
The Partnership has three power purchase agreements ( "PPAs") with Southern California Edison Company ("SCE"), that provide for the sale of capacity and energy through their respective terms, expiring from 2015 to 2020. Under the PPAs, the Partnership received payments based on SCE's short-run avoided cost ("SRAC") and receives a fixed energy payment starting in May 2002 through April 2007, and thereafter based on SCE's SRAC. The PPAs provide for firm capacity and bonus payments established by the contracts and are paid to the Partnership each month through the contracts' term based on plant performance. Bonus capacity payments are earned based on actual capacity available during certain peak hours.
Pursuant to the terms of the PPAs described above, the Partnership may be required to make payments to SCE under certain conditions, such as shortfall on delivery of renewable energy and energy credits, and not meeting certain threshold performance requirements, as defined. The amount of payment required is dependent upon the level of shortfall on delivery or performance requirements and is recorded in the period the shortfall occurs. If the projects fail to meet minimum performance requirements, as defined, the respective project may be placed on probation, the capacity of the relevant plant may be permanently reduced and, in such an instance, a refund would be owed from such project to SCE. The Project may also reduce the capacity of the plants upon notice to SCE and after making a certain payment to it.
NOTE 5 — RELATED PARTY TRANSACTIONS
Effective January 1, 1995, the Partnership entered into an operating agreement with a wholly owned subsidiary of CEC (the "Operator"), for the operation and maintenance of the Project. After December 18, 2003, ONI assumed rights and obligations under the operation and maintenance
99
MAMMOTH PACIFIC, L.P.
(a California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
agreement with the Company. Operator fees are equal to the Operator's labor costs and overhead, plus monthly administration costs. Total expenses incurred under this agreement were approximately $1,822,000 $1,439,000, and $1,851,000 for the years ended December 31, 2004, 2003, and 2002, respectively, of which approximately $279,000 and $43,000 was included in due to related entities at December 31, 2004 and 2003, respectively.
Prior to December 18, 2003, MGC had been designated, and effective December 18, 2003, OrMammoth has been designated as the managing general partner and is reimbursed for direct expenses and allocated costs incurred on behalf of the Partnership. Total expenses incurred were approximately $324,800, $153,000, and $73,600 for the years ended December 31, 2004, 2003, and 2002, respectively.
Included in the amount due to related entities are non-interest bearing amounts due to OrMammoth of approximately $568,120 as of December 31, 2004, for advances received. Such amounts are to be repaid monthly, subject to available operating cash flow, over a 20-year period beginning January 1, 1996.
NOTE 6 — COMMITMENTS AND CONTINGENCIES
The geothermal resources being utilized by the Partnership are owned by unrelated parties, which receive royalties based on a percentage of gross revenues from the sale of energy. Royalties expense was $1,175,000 and $1,252,000 under the geothermal resource agreements for the years ended December 31, 2004 and 2003, respectively.
The Partnership is planning to construct a pipeline and two new production wells for a total expected cost of approximately $5 million to be completed by January 2006.
In response to an order issued by a California State Court of Appeals, the California Public Utilities Commission, ("CPUC"), has commenced an administrative proceeding before an Administrative Law Judge to address short run avoided cost ("SRAC") pricing for Qualifying Facilities for the period spanning from December 2000 to March 2001. The California Court of Appeals directed that the CPUC modify SRAC pricing on a retroactive basis to the extent that the CPUC determined that SRAC prices were not sufficiently "accurate" or "correct." On February 15, 2005, the CPUC issued a draft decision affirming that SRAC priced during the disputed period were corrected and compliant with the Public Utility Regulated Policies Act ("PURPA") requirements and that no retroactive adjustments are warranted. All parties will have the opportunity to comment on the draft and a final decision from the CPUC could be issued in late March or early April 2005. If the SRAC prices charged during the period in question were determined by the CPUC to not be "accurate" or "correct," retroactive price adjustments could be required for any of the Partnership's Qualifying Facilities in California whose payments are tied to SRAC pricing. Currently it is not possible to predict the outcome of such proceedings; however, any retroactive price adjustment required to be made in relation to any of the Partnership's projects may require such projects to make refund payments or charge less for future sales, which could materially and adversely affect the business, financial condition, future results and cash flows of the Partnership.
100
MAMMOTH PACIFIC, L.P.
(a California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. DISCLOSURE CONTROLS AND PROCEDURES
| |
a. | Evaluation of disclosure controls and procedures |
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Securities and Exchange Act of 1934, as amended, as of the end of the period covered by this annual report. The evaluation included certain control areas in which we have made, and are continuing to make, changes to improve and enhance controls. Based on that evaluation as of December 31, 2004, our President and Chief Financial Officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) were effective to ensure that the information required to be disclosed by us in this annual report on Form 10-K was recorded, processed, summarized and reported accurately and within the time periods specified within the SEC's rules and instructions for Form 10-K. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost benefit relationship of possible controls and procedures.
| |
b. | Changes in internal controls over financial reporting |
There were no changes in our internal controls over financial reporting in the fourth quarter of 2004 that have materially affected or are reasonably likely to materially affect our internal controls over financial reporting.
Recently, we began to enhance our documentation and further analyze our system of internal controls. We have initially identified areas of our internal controls requiring improvement, and are in the process of designing enhanced processes and controls to address issues identified through this review. An area of improvement includes enhancing and streamlining our domestic and international financial reporting procedures. We plan to continue this initiative, as well as prepare for our first management report on internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act of 2002, on December 31, 2005.
ITEM 9B. OTHER INFORMATION
None.
101
MAMMOTH PACIFIC, L.P.
(a California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Directors and Executive Officers
The following table sets forth the name, age and positions of our directors, executive officers, persons who are executive officers at certain of our affiliates who perform policy making functions for us, and significant employees:
| | | | | | | | | | |
Name | | Age | | Position |
Lucien Bronicki | | | 70 | | | Chairman of the Board of Directors |
Yehudit "Dita" Bronicki | | | 63 | | | President, Secretary and Treasurer; Director |
Connie Stechman | | | 49 | | | Chief Financial Officer; Assistant Secretary; Director |
Yeheskel "Hezy" Ram | | | 55 | | | Vice President—Business Development |
Ran Raviv | | | 38 | | | Vice President—Business Development |
Zvi Krieger | | | 49 | | | Vice President—Geothermal Engineering |
|
Lucien Bronicki. Lucien Bronicki has been the Chairman of the Board of Directors of Ormat Funding since its inception in December 2001 and of Ormat Nevada since its inception in 1991. Mr. Bronicki co-founded Ormat Turbines Ltd. in 1965 and is the Chairman of the Board of Directors of Ormat Industries, the publicly traded successor to Ormat Turbines Ltd., and various of its subsidiaries. Since 1992, Mr. Bronicki has also been the chairman of the board of directors of Bet Shemesh Engines, a manufacturer of jet engines, and of OPTI Canada, Inc. Since 1997, Mr. Bronicki has been the Chairman of the Board of Beth Shemesh Holdings. Mr. Bronicki is also the Chairman of the board of directors of Orad Hi-Tec Systems Ltd., a manufacturer of image processing systems, and was the Co-Chairman of Orbotech Ltd., a NASDAQ-listed manufacturer of equipment for inspecting and imaging circuit boards and display panels. Mr. Bronicki has worked in the power industry since 1958. He is a member of the Executive Council of the Weizmann Institute of Science and chairs the Israeli Committee of the World Energy Council. Yehudit Bronicki and Lucien Bronicki are married. Mr. Bronicki obtained a postgraduate degree in Nuclear Engineering from Conservatoire National des Arts et Metiers in 1958, a Master of Science in Physics from Universite de Paris in 1958 and a Master of Science in Mechanical Engineering from Ecole Nationale Superieure d'Ingenieurs Arts et Metiers in 1957.
Yehudit Bronicki. Yehudit "Dita" Bronicki has been the President, Secretary and Treasurer of Ormat Funding since its inception in December 2001 and of Ormat Nevada since its inception in 1991. Mrs. Bronicki was also a co-founder of Ormat Turbines Ltd. and is a member of the board of directors and General Manager (a CEO-equivalent position) of Ormat Industries, the publicly traded successor to Ormat Turbines Ltd., and various of its subsidiaries. Since 1992, Mrs. Bronicki has also been a director of Bet Shemesh Engines. Mrs. Bronicki is also a member of the board of directors of OPTI Canada Inc., and of Orbotech Ltd., a NASDAQ-listed manufacturer of equipment for inspecting and imaging circuit boards and display panels. From 1994 to 2001, Mrs. Bronicki was on the Advisory Board of the Bank of Israel. Mrs. Bronicki has worked in the power industry since 1965. Yehudit Bronicki and Lucien Bronicki are married. Mrs. Bronicki obtained a Bachelor of Arts in Social Sciences from Hebrew University in 1965.
Connie Stechman. Connie Stechman has been the Chief Financial Officer of Ormat Funding since its inception in December 2001 and of Ormat Nevada since its inception in 1991. Prior to working at Ormat, Ms. Stechman worked for an international public accounting firm. Ms. Stechman is a Certified Public Accountant and obtained a Bachelor of Science in Business and Concentration Accounting from California State University, Sacramento, in 1977.
Yeheskel Ram. Yeheskel "Hezy" Ram has been a Vice President—Business Development for Ormat Funding since December 2003 and of Ormat Nevada since January 2000. Prior to this period, Mr. Ram held various business development positions with Ormat Industries. Mr. Ram has worked in the power industry since 1978, principally as either an employee or consultant for Ormat Industries.
102
MAMMOTH PACIFIC, L.P.
(a California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
Mr. Ram obtained a Master of Business Administration from Hebrew University in 1978, a Master of Science in Mechanical Engineering from Ben Gurion University in 1977 and a Bachelor of Science in Mechanical Engineering from Ben Gurion University in 1975.
Ran Raviv. Ran Raviv has been a Vice President—Business Development of Ormat Funding and Ormat Nevada since December 2003 and October 2001, respectively. From 1997 to 2001, Mr. Raviv was Manager of Business Development of Ormat Industries, and from 1994 to 1997, he was a business manager at Green Land Ltd., a subsidiary of Browning Ferris Inc. of Houston, Texas. In 1993, Mr. Raviv was a management consultant at Global Present Ltd. Mr. Raviv obtained a Bachelor of Science in Computer Science and Business Studies from the University of Buckingham in 1992 and a Master of Business Administration from City University Business School in 1993.
Zvi Krieger. Zvi Krieger has been a Vice President—Geothermal Engineering of Ormat Funding since January 2004. Mr. Krieger is the Vice President of Geothermal Engineering of OTec and the Vice President of Geothermal Engineering of Ormat Systems, effective as of July 1, 2004. From 2001 through June 30, 2004, Mr. Krieger was the Vice President of Geothermal Engineering of Ormat Industries. Mr. Krieger has been with Ormat Industries since 1981 and served as Application Engineer, Manager of System Engineering, Director of New Technologies Business Development and Vice President of Geothermal Engineering. Mr. Krieger obtained a Bachelor of Science in Mechanical Engineering from the Technion, Israel Institute of Technology in 1980.
Code of Ethics
We have not adopted a Code of Ethics because our directors and officers are bound by the Code of Business Conduct and Ethics of OTec, our indirect parent. To our knowledge, there has been no waiver or amendment of OTec's Code of Business Conduct and Ethics in its application to our directors and officers. The Code of Business Conduct and Ethics may be accessed at the OTec website at http://www.ormat.com. Any waiver or amendments to OTec's Code of Business Conduct and Ethics will be posted on the website referred to above. Printed copies may be obtained without charge by writing to the Corporate Secretary, Ormat Funding Corp., 980 Greg Street, Sparks, Nevada 89431.
ITEM 11. EXECUTIVE COMPENSATION
The information required by Item 11 has been omitted pursuant to General Instruction I(2)(c) to Form 10-K.
ITEM 12. SECURITY OWNERSHIP AND CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by Item 12 has been omitted pursuant to General Instruction I(2)(c) to Form 10-K.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Operations and Maintenance Agreements
Each of the owners of the projects has an operations and maintenance agreement with Ormat Nevada, our sole shareholder. Under each agreement, other than the agreement for the Mammoth project, as compensation for such services, each project owner has agreed to pay Ormat Nevada a fixed monthly fee, subject to adjustments based on the Consumer Price Index, Urban Consumers-West based on January 1 of each year, which covers all costs associated with staffing, administration, ordinary maintenance and certain incidental costs at each plant and routine replacement of parts and consumables (other than for the wells). In addition, we have agreed to reimburse Ormat Nevada for the actual cost and expenses plus a 10% mark-up for certain "extraordinary operation expenses." These extraordinary operation expenses include all major corrective maintenance work, any modifications, additions, or deletions to the projects' equipment, any cost incurred as a result of any change in law, authorizations, power purchase agreements, plant connection agreement or in exercise
103
MAMMOTH PACIFIC, L.P.
(a California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
of emergency management powers, any cost caused to Ormat Nevada with respect to our environmental responsibilities, and field maintenance including work in connection with the wells described in the operations and maintenance agreement. Ormat Nevada can request a good faith renegotiation of the above fees every five-year period to reflect changing economic costs. If Ormat Nevada's proposal for adjustment of the fees is not accepted within 15 days of the request, Ormat Nevada may terminate the operations and maintenance agreement upon written notice. The operations and maintenance agreements permit termination by the project owner if an event of force majeure continues for more than 180 days. The operations and maintenance agreements remain in effect until the earlier of the expiration or termination of the applicable power purchase agreements or termination by Ormat Nevada as per the above.
The Mammoth operations and maintenance agreement provides for payments on a reimbursable basis for all direct and indirect costs incurred by Ormat Nevada employees to operate the Mammoth project. The current term of the Mammoth operations and maintenance agreement expires on January 1, 2007, but is subject to automatic three-year renewals unless a party gives notice of intent to terminate prior to the end of any three-year term. The Mammoth operations and maintenance agreement is subject to early termination for breach and substantial damage to the Mammoth project.
In connection with the operations and maintenance agreements for all of our projects, we paid to Ormat Nevada $24.6 million in the year ended December 31, 2003 and $28.7 million in year ended December 31, 2004.
Relationship with OTec
OTec provides us with various accounting, legal, financial, developmental, operational, management and other services and assistance of the type customarily furnished by a parent corporation to its consolidated subsidiaries. OTec is reimbursed indirectly by us, through payments to Ormat Nevada under the operations and maintenance agreements described above, for costs and expenses incurred by us and our subsidiaries in connection with the provision of such services.
Fluid Supply Agreement
Brady has a Fluid Supply Agreement with Western States pursuant to which Western States agrees to provide sufficient geothermal fluid from two wells to the Desert Peak 1 plant to allow Brady to generate up to 7 MW from the Desert Peak 1 plant. The fee for the geothermal fluid is 1% of the net revenues of Brady under the power purchase agreement to the extent that such revenues derive from the Desert Peak 2 plant and reimbursement of all rents and royalties paid by Western States to third parties under the geothermal lease, rights of way and other third party related property lease arrangements.
Galena Engineering, Procurement and Construction Agreement
On August 2, 2004, ORNI 7 entered into an engineering, procurement and construction agreement with Ormat Nevada pursuant to which Ormat Nevada agreed to engineer and construct the Galena project on a turnkey basis. The cost under this engineering, procurement and construction agreement is $27.8 million subject to certain exceptions for change orders and changed circumstances such as force majeure and changes in law.
Purchase of OrMammoth
In December 2003 and January 2004, Ormat Nevada and its affiliates purchased for $252.5 million all of the geothermal assets of Covanta Energy Corporation, an unrelated third party, and related assets, which consisted of interests in three separate power projects. The acquisition of one of those interests, a 50% ownership interest in Mammoth-Pacific, L.P. , the owner of the Mammoth project, was transferred to us concurrent with the closing of the offering of the private notes Senior Secured Notes. The purchase price of $38.6 million which has been allocated to the Mammoth acquisition is based on management's analysis of cash flows (adjusted for transaction costs) and we paid this amount to Ormat Nevada upon the consummation of the offering of the Senior Secured Notes.
104
MAMMOTH PACIFIC, L.P.
(a California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
Ormat Nevada Subordinated Loan
We are party to a credit agreement with Ormat Nevada pursuant to which we may borrow up to $55.0 million from time to time. Interest accrues on the unpaid principal of the loan amount at a rate per annum equal to the higher of (i) 5% and (ii) the applicable federal rate (within the meaning of Section 1274(d) of the Internal Revenue Code), calculated on the basis of a year of 360 days and actual days elapsed. We have in the past used this facility to fund acquisitions and working capital and may do so in the future, but Ormat Nevada has no obligation to loan any money to us. Our obligations under this credit facility are structurally and contractually subordinated to obligations under the Senior Secured Notes and payable solely out of the funds available for distribution from the Distribution Account.
Meyberg Geothermal Resource Lease
ORNI 7 has a geothermal resource lease with ORNI 6 pursuant to which ORNI 7 has the right to extract geothermal steam from, and construct and use certain equipment on, specified land. ORNI 7 prepaid the first year's rent of $2.5 million from the proceeds of the offering of the Senior Secured Notes, which rent is being amortized on a straight-line basis over the five-year term of the lease. Until commercial production of geothermal resources from the land, ORNI 7 will pay annual rent of $80,000. After commencing commercial production, ORNI 7 will pay monthly royalties in the amount of 5% of the gross sales of electricity from any power plant that utilizes geothermal resources produced from the leased land or from land unitized therewith.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The following table sets forth the aggregate fees billed to us for the fiscal years ended December 31, 2004 and 2003 by PricewaterhouseCoopers LLP, an independent registered public accounting firm:
| | | | | | | | | | |
| | Year | | Amount Billed |
Audit Fees | | | 2004 | | | $ | 733,451 | |
| | | 2003 | | | $ | 195,740 | |
Audited-Related Fees | | | 2004 | | | $ | 285,640 | |
| | | 2003 | | | $ | 50,000 | |
Tax Fees | | | 2004 | | | | — | |
| | | 2003 | | | | — | |
All Other Fees | | | 2004 | | | | — | |
| | | 2003 | | | | — | |
Not Classified | | | 2004 | | | | — | |
| | | 2003 | | | | — | |
|
| |
1. | Includes the aggregate fees billed for each of the last two fiscal years for professional services rendered by PricewaterhouseCoopers LLP for the audit of the annual financial statements or for services that are normally provided by PricewaterhouseCoopers LLP with statutory and regulatory filings or engagements for those fiscal years. |
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2. | Includes the aggregate fees billed in each of the last two fiscal years for assurance and related services by PricewaterhouseCoopers LLP that are reasonably related to the performance of the audit or review of the registrant's financial statements. Services that are included in this category include due diligence for possible acquisitions and consultation pertaining to new and proposed accounting and regulatory rules. |
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3. | Includes the aggregate fees billed in each of the last two fiscal years for professional services rendered by PricewaterhouseCoopers LLP for tax compliance, tax advice, and tax planning. |
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4. | Includes the aggregate fees billed in each of the last two fiscal years for products and services provided by PricewaterhouseCoopers LLP, other than the services reported as "Audit Fees", Audit Related Fees" or "Tax Fees". |
105
MAMMOTH PACIFIC, L.P.
(a California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
The Board of Directors has set a pre-approval procedure, and thus all auditors' engagements are handled in accordance with such procedures, as follows:
Board of Directors Pre-Approval Procedures for Independent Auditors
No pre-approval procedure was established for non-audit services and such services may only be approved by the full Board of Directors.
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)(1) List of Financial Statements
See Index to Financial Statements at Item 8 of this annual report.
(2) List of Financial Statement Schedules
(b) Exhibits
| | | | | | |
Exhibit Number | | Description |
1.1 | | Note Purchase Agreement, dated as of February 6, 2004, by and among Ormat Funding Corp., Brady Power Partners, Steamboat Development Corp., OrMammoth Inc., ORNI 1 LLC, ORNI 2 LLC, ORNI 7 LLC, and Lehman Brothers Inc., incorporated by reference to Exhibit 1.1 to Ormat Funding Corp. Registration Statement on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on December 23, 2004. |
1.2 | | Counterpart to the Purchase Agreement, dated as of February 13, 2004, by and between Ormat Funding, Brady Power Partners, Steamboat Development Corp., OrMammoth Inc., ORNI 1 LLC, ORNI 2 LLC, ORNI 7 LLC, and Lehman Brothers Inc. adding Steamboat Geothermal LLC as a party to the Note Purchase Agreement, incorporated by reference to Exhibit 1.2 to Ormat Funding Corp. Registration Statement on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on December 23, 2004. |
3.1 | | Certificate of Incorporation of Ormat Funding Corp., incorporated by reference to Exhibit 3.1 to Ormat Funding Corp. Registration Statement on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on December 23, 2004. |
3.2 | | Bylaws of Ormat Funding Corp., incorporated by reference to Exhibit 3.2 to Ormat Funding Corp. Registration Statement on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on December 23, 2004. |
4.1 | | Indenture, dated as of February 13, 2004, among Ormat Funding Corp., Brady Power Partners, Steamboat Development Corp., Steamboat Geothermal LLC, OrMammoth Inc., ORNI 1 LLC, ORNI 2 LLC, ORNI 7 LLC, Ormesa LLC, and Union Bank of California, N.A., incorporated by reference to Exhibit 10.1.7 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 21, 2004. |
4.2 | | Form of Exchange Note (included in Exhibit 4.1). |
4.3 | | First Supplemental Indenture, dated as of May 14, 2004, among Ormat Funding Corp., Brady Power Partners, Steamboat Development Corp., Steamboat Geothermal LLC, OrMammoth Inc., ORNI 1 LLC, ORNI 2 LLC, ORNI 7 LLC, Ormesa LLC, and Union Bank of California, N.A., incorporated by reference to Exhibit 10.1.8 to Ormat Technologies, Inc. Registration Statement on Amendment No. 1 to Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
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106
MAMMOTH PACIFIC, L.P.
(a California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
| | | | | | |
Exhibit Number | | Description |
4.4 | | Second Supplemental Indenture, dated as of December 21, 2004, among Ormat Funding Corp., Brady Power Partners, Steamboat Development Corp., Steamboat Geothermal LLC, OrMammoth Inc., ORNI 1 LLC, ORNI 2 LLC, ORNI 7 LLC, Ormesa LLC, and Union Bank of California, N.A., incorporated by reference to Exhibit 4.4 to Ormat Funding Corp. Registration Statement on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on December 23, 2004. |
4.5 | | Guarantee, dated as of February 13, 2004, by ORNI 1 LLC in favor of Union Bank of California, N.A., incorporated by reference to Exhibit 4.5 to Ormat Funding Corp. Registration Statement on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on December 23, 2004. |
4.6 | | Guarantee, dated as of February 13, 2004, by ORNI 2 LLC in favor of Union Bank of California, N.A., incorporated by reference to Exhibit 4.6 to Ormat Funding Corp. Registration Statement on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on December 23, 2004. |
4.7 | | Guarantee, dated as of February 13, 2004, by ORNI 7 LLC in favor of Union Bank of California, N.A. incorporated by reference to Exhibit 4.7 to Ormat Funding Corp. Registration Statement on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on December 23, 2004. |
4.8 | | Guarantee, dated as of February 13, 2004, by Steamboat Geothermal LLC in favor of Union Bank of California, N.A., incorporated by reference to Exhibit 4.8 to Ormat Funding Corp. Registration Statement on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on December 23, 2004. |
4.9 | | Guarantee, dated as of February 13, 2004, by Steamboat Development Corp. in favor of Union Bank of California, N.A., incorporated by reference to Exhibit 4.9 to Ormat Funding Corp. Registration Statement on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on December 23, 2004. |
4.10 | | Guarantee, dated as of February 13, 2004, by Brady Power Partners in favor of Union Bank of California, N.A., incorporated by reference to Exhibit 4.10 to Ormat Funding Corp. Registration Statement on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on December 23, 2004. |
4.11 | | Guarantee, dated as of February 13, 2004, by OrMammoth Inc. in favor of Union Bank of California, N.A., incorporated by reference to Exhibit 4.11 to Ormat Funding Corp. Registration Statement on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on December 23, 2004. |
4.12 | | Deposit and Disbursement Agreement, dated as of February 13, 2004, among Ormat Funding Corp., Brady Power Partners, Steamboat Development Corp., Steamboat Geothermal LLC, OrMammoth Inc., ORNI 1 LLC, ORNI 2 LLC, ORNI 7 LLC, and Union Bank of California, N.A., incorporated by reference to Exhibit 4.12 to Ormat Funding Corp. Registration Statement on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on December 23, 2004. |
4.13 | | Collateral Agency Agreement, dated as of February 13, 2004, among Ormat Funding Corp., Brady Power Partners, Steamboat Development Corp., Steamboat Geothermal LLC, OrMammoth Inc., ORNI 1 LLC, ORNI 2 LLC, ORNI 7 LLC, Ormesa LLC, and Union Bank of California, N.A., incorporated by reference to Exhibit 4.13 to Ormat Funding Corp. Registration Statement Amendment No. 1 on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on February 7, 2005. |
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107
MAMMOTH PACIFIC, L.P.
(a California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
| | | | | | |
Exhibit Number | | Description |
4.14 | | Registration Rights Agreement, dated as of February 13, 2004, by and among Ormat Funding Corp, Brady Power Partners, Steamboat Geothermal LLC, Steamboat Development Corp, OrMammoth Inc., ORNI 1 LLC, ORNI 2 LLC, ORNI 7 LLC, and Lehman Brothers Inc., incorporated by reference to Exhibit 4.14 to Ormat Funding Corp. Registration Statement on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on December 23, 2004. |
4.15 | | Pledge and Security Agreement, dated as of February 13, 2004, by and between Ormat Nevada Inc. and Union Bank of California, N.A., incorporated by reference to Exhibit 4.15 to Ormat Funding Corp. Registration Statement on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on December 23, 2004. |
4.16 | | Pledge and Security Agreement, dated as of February 13, 2004, by and between Ormat Funding Corp. and Union Bank of California, N.A., incorporated by reference to Exhibit 4.16 to Ormat Funding Corp. Registration Statement on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on December 23, 2004. |
4.17 | | First Amendment to Pledge and Security Agreement, dated as of October 12, 2004, by and between Ormat Funding Corp. and Union Bank of California, N.A., incorporated by reference to Exhibit 4.17 to Ormat Funding Corp. Registration Statement on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on December 23, 2004. |
4.18 | | Pledge and Security Agreement, dated as of February 13, 2004, by and between Brady Power Partners and Union Bank of California, N.A., incorporated by reference to Exhibit 4.18 to Ormat Funding Corp. Registration Statement on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on December 23, 2004. |
4.19 | | Pledge and Security Agreement, dated as of February 13, 2004, by and between Steamboat Geothermal LLC and Union Bank of California, N.A., incorporated by reference to Exhibit 4.19 to Ormat Funding Corp. Registration Statement on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on December 23, 2004. |
4.20 | | Pledge and Security Agreement, dated as of February 13, 2004, by and between Steamboat Development Corp. and Union Bank of California, N.A., incorporated by reference to Exhibit 4.20 to Ormat Funding Corp. Registration Statement on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on December 23, 2004. |
4.21 | | Pledge and Security Agreement, dated as of February 13, 2004, by and between ORNI 1 LLC and Union Bank of California, N.A., incorporated by reference to Exhibit 4.21 to Ormat Funding Corp. Registration Statement on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on December 23, 2004. |
4.22 | | Pledge and Security Agreement, dated as of February 13, 2004, by and between ORNI 2 LLC and Union Bank of California, N.A., incorporated by reference to Exhibit 4.22 to Ormat Funding Corp. Registration Statement on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on December 23, 2004. |
4.23 | | Pledge and Security Agreement, dated as of February 13, 2004, by and between ORNI 7 LLC and Union Bank of California, N.A., incorporated by reference to Exhibit 4.23 to Ormat Funding Corp. Registration Statement on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on December 23, 2004. |
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108
MAMMOTH PACIFIC, L.P.
(a California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
| | | | | | |
Exhibit Number | | Description |
4.24 | | Third Supplemental Indenture, dated as of December 31, 2004, among Ormesa LLC, Ormat Funding Corp., Brady Power Partners, Steamboat Development Corp., Steamboat Geothermal LLC, OrMammoth Inc., ORNI 1 LLC, ORNI 2 LLC, ORNI 7 LLC, and Union Bank of California, N.A., incorporated by reference to Exhibit 4.24 to Ormat Funding Corp. Registration Statement Amendment No. 1 on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on February 7, 2005. |
4.25 | | Guarantee, dated as of December 31, 2004, by Ormesa LLC in favor of Union Bank of California, N.A., incorporated by reference to Exhibit 4.25 to Ormat Funding Corp. Registration Statement Amendment No. 1 on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on February 7, 2005. |
4.26 | | Pledge and Security Agreement, dated as of December 31, 2004, by and between Ormesa LLC and Union Bank of California, N.A., incorporated by reference to Exhibit 4.26 to Ormat Funding Corp. Registration Statement Amendment No. 1 on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on February 7, 2005. |
10.1 | | Financing Agreements |
10.1.1 | | Credit Agreement, dated as of December 31, 2002, among Ormesa LLC, United Capital, a division of Hudson United Bank, and the Lenders party to such agreement from time to time, incorporated by reference to Exhibit 10.1.4 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 21, 2004. |
10.1.2 | | Letter of Credit and Loan Agreement, dated as of June 30, 2004, by and between Ormat Nevada, Inc. and Hudson United Bank, incorporated by reference to Exhibit 10.1.16 to Ormat Technologies, Inc. Registration Statement on Amendment No. 2 to Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on October 22, 2004. |
10.1.3 | | First Amendment to Letter of Credit and Loan Agreement, dated as of June 30, 2004, by and between Ormat Nevada, Inc. and Hudson United Bank, incorporated by reference to Exhibit 10.1.17 to Ormat Technologies, Inc. Registration Statement on Amendment No. 2 to Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on October 22, 2004. |
10.2 | | Purchase Agreements |
10.2.1 | | Purchase Agreement, dated as of July 15, 2004, by and between Ormat Industries Ltd. and Ormat Systems Ltd., incorporated by reference to Exhibit 10.2.2 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 21, 2004. |
10.3 | | Power Purchase Agreements |
10.3.1 | | Power Purchase Contract, dated as of July 18, 1984, between Southern California Edison Company and Republic Geothermal, Inc., incorporated by reference to Exhibit 10.3.1 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 21, 2004. |
10.3.2 | | Amendment No. 1, to the Power Purchase Contract, dated as of December 23, 1988, between Southern California Edison Company and Ormesa Geothermal, incorporated by reference to Exhibit 10.3.2 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 21, 2004. |
10.3.3 | | Power Purchase Contract, dated as of June 13, 1984, between Southern California Edison Company and Ormat Systems, Inc., incorporated by reference to Exhibit 10.3.3 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 21, 2004. |
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109
MAMMOTH PACIFIC, L.P.
(a California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
| | | | | | |
Exhibit Number | | Description |
10.3.4 | | Power Purchase Contract, dated as of April 15, 1985, by and between Mammoth-Pacific LP and Southern California Edison Company, incorporated by reference to Exhibit 10.3.13 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 21, 2004. |
10.3.5 | | Amendment No. 1 to Power Purchase Contract, dated as of October 27, 1989, by and between Mammoth-Pacific LP and Southern California Edison Company, incorporated by reference to Exhibit 10.3.14 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 21, 2004. |
10.3.6 | | Amendment No. 2 to Power Purchase Contract, dated as of December 20, 1989, by and between Mammoth-Pacific LP and Southern California Edison Company, incorporated by reference to Exhibit 10.3.15 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 21, 2004. |
10.3.7 | | Amended and Restated Power Purchase and Sales Agreement, dated as of December 2, 1986, by and between Mammoth-Pacific LP and Southern California Edison Company, incorporated by reference to Exhibit 10.3.11 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 21, 2004. |
10.3.8 | | Amendment No. 1, to Amended and Restated Power Purchase and Sale Agreement, dated as of May 18, 1990, by and between Mammoth-Pacific LP and Southern California Edison Company, incorporated by reference to Exhibit 10.3.12 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 21, 2004. |
10.3.9 | | Power Purchase Contract, dated as of April 16, 1985, by and between Southern California Edison Company and Santa Fe Geothermal, Inc., incorporated by reference to Exhibit 10.3.16 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 21, 2004. |
10.3.10 | | Amendment No. 1 to Power Purchase Contract, dated as of October 25, 1985, by and between Southern California Edison Company and Mammoth-Pacific LP, incorporated by reference to Exhibit 10.3.17 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 21, 2004. |
10.3.11 | | Amendment No. 2 to Power Purchase Contract, dated as of December 20, 1989, by and between Southern California Edison Company and Pacific Lighting Energy Systems, incorporated by reference to Exhibit 10.3.18 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 21, 2004. |
10.3.12 | | Interconnection Facilities Agreement, dated as of October 20, 1989, by and between Southern California Edison Company and Mammoth-Pacific LP, incorporated by reference to Exhibit 10.3.19 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 21, 2004. |
10.3.13 | | Interconnection Facilities Agreement, dated as of October 13, 1985, by and between Southern California Edison Company and Mammoth-Pacific LP (II), incorporated by reference to Exhibit 10.3.20 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 21, 2004. |
10.3.14 | | Plant Connection Agreement for the Ormesa Geothermal Plant, dated as of October 1, 1985, by and between Imperial Irrigation District and Ormesa Geothermal, incorporated by reference to Exhibit 10.3.26 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 21, 2004. |
|
110
MAMMOTH PACIFIC, L.P.
(a California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
| | | | | | |
Exhibit Number | | Description |
10.3.15 | | Plant Connection Agreement for the Ormesa IE Geothermal Plant, dated as of October 21, 1988, by and between Imperial Irrigation District and Ormesa IE, incorporated by reference to Exhibit 10.3.27 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 21, 2004. |
10.3.16 | | Plant Connection Agreement for the Ormesa IH Geothermal Plant, dated as of October 3, 1989, by and between Imperial Irrigation District and Ormesa IH, incorporated by reference to Exhibit 10.3.28 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 21, 2004. |
10.3.17 | | Transmission Service Agreement for the Ormesa I, Ormesa IE and Ormesa IH Geothermal Power Plants, dated October 3, 1989, by and between Imperial Irrigation District and Ormesa Geothermal, incorporated by reference to Exhibit 10.3.31 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 21, 2004. |
10.3.18 | | Energy Services Agreement, dated as of February 2003, by and between Imperial Irrigation District and Ormesa, LLC, incorporated by reference to Exhibit 10.3.43 to Ormat Technologies, Inc. Registration Statement on Amendment No. 1 Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
10.3.19 | | Agreement for the Purchase and Sale of Electricity, dated as of November 18, 1983, by and between Geothermal Development Associates and Sierra Pacific Power Company, incorporated by reference to Exhibit 10.3.19 to Ormat Funding Corp. Registration Statement Amendment No. 1 on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on February 7, 2005. |
10.3.20 | | Amendment to Agreement for the Purchase and Sale of Electricity, dated as of March 6, 1987, by and between Geothermal Development Associates and Sierra Pacific Power Company, incorporated by reference to Exhibit 10.3.20 to Ormat Funding Corp. Registration Statement on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on December 23, 2004. |
10.3.21 | | Long-Term Agreement for the Purchase and Sale of Electricity, dated as of October 29, 1988, by and between Sierra Pacific Power Company and Far West Capital, Inc., incorporated by reference to Exhibit 10.3.21 to Ormat Funding Corp. Registration Statement on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on December 23, 2004. |
10.3.22 | | Long-Term Agreement for the Purchase and Sale of Electricity, dated as of January 24, 1991, by and between Far West Capital, Inc. and Sierra Pacific Power Company, incorporated by reference to Exhibit 10.3.22 to Ormat Funding Corp. Registration Statement on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on December 23, 2004. |
10.3.23 | | Amendment to Long-Term Agreement for the Purchase and Sale of Electricity, dated as of October 29, 1991, between Steamboat Development and Sierra Pacific Power Company, incorporated by reference to Exhibit 10.3.23 to Ormat Funding Corp. Registration Statement on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on December 23, 2004. |
10.3.24 | | Amendment to Long-Term Agreement for the Purchase and Sale of Electricity, dated as of October 29, 1992, between Steamboat Development and Sierra Pacific Power Company, incorporated by reference to Exhibit 10.3.24 to Ormat Funding Corp. Registration Statement on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on December 23, 2004. |
|
111
MAMMOTH PACIFIC, L.P.
(a California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
| | | | | | |
Exhibit Number | | Description |
10.3.25 | | Long-Term Agreement for the Purchase and Sale of Electricity, dated as of January 18, 1991, by and between Sierra Pacific Power Company and Far West Capital, Inc., incorporated by reference to Exhibit 10.3.25 to Ormat Funding Corp. Registration Statement Amendment No. 1 on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on February 7, 2005. |
10.3.26 | | Interconnection Facilities Agreement, dated as of October 20, 1989, by and between Southern California Edison Company and Pacific Lighting Energy Systems, incorporated by reference to Exhibit 10.3.21 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 21, 2004. |
10.3.27 | | Plant Operating Services Agreement, dated as of January 1, 1995, by and between Mammoth-Pacific LP and Pacific Power Plant Operations, incorporated by reference to Exhibit 10.3.27 to Ormat Funding Corp. Registration Statement on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on December 23, 2004. |
10.3.28 | | Assignment Agreement, dated as of December 18, 2003, by and between Covanta Power Plant Operations and Ormat Nevada, Inc., incorporated by reference to Exhibit 10.3.28 to Ormat Funding Corp. Registration Statement Amendment No. 1 on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on February 7, 2005. |
10.3.29 | | IID - - Edison Transmission Service Agreement for Alternative Resources, dated, September 26, 1985, by and between Imperial Irrigation District and Southern California Edison Company, incorporated by reference to Exhibit 10.3.34 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 21, 2004. |
10.3.30 | | Long-Term Firm Power Purchase Agreement, dated June 28, 2004, between ORNI 7 and Sierra Pacific Power Company, incorporated by reference to Exhibit 10.3.30 Ormat Funding Corp. Registration Statement Amendment No. 1 on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on February 7, 2005. |
10.3.31 | | Long Term Agreement for the Purchase and Sale of Electricity, dated as of October 5, 1990, by and between Nevada Geothermal Power Partners and Sierra Pacific Power Company, incorporated by reference to Exhibit 10.3.31 to Ormat Funding Corp. Registration Statement on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on December 23, 2004. |
10.3.32 | | Amendment No. 1 to Long Term Agreement for the Purchase and Sale of Electricity, dated July 12, 1991, by and between Brady Power Partners and Sierra Pacific Power Company, incorporated by reference to Exhibit 10.3.32 to Ormat Funding Corp. Registration Statement Amendment No. 1 on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on February 7, 2005. |
10.3.33 | | Amendment No. 2 to Long Term Agreement for the Purchase and Sale of Electricity, dated as of June 24, 2002, by and between Brady Power Partners and Sierra Pacific Power Company, incorporated by reference to Exhibit 10.3.33 to Ormat Funding Corp. Registration Statement Amendment No. 1 on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on February 7, 2005. |
10.4 | | Leases |
10.4.1 | | Ormesa BLM Geothermal Resources Lease CA 966, incorporated by reference to Exhibit 10.4.1 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 21, 2004.† |
|
112
MAMMOTH PACIFIC, L.P.
(a California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
| | | | | | |
Exhibit Number | | Description |
10.4.2 | | Ormesa BLM License for Electric Power Plant Site CA 24678, incorporated by reference to Exhibit 10.4.2 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 21, 2004.†† |
10.4.3 | | Geothermal Resources Lease, dated as of November 18, 1983, by and between Sierra Pacific Power Company, as Lessor, and Geothermal Development Associates, as Lessee, and amended by the amendments dated January 7, 1985, October 29, 1988, and October 2, 1989, incorporated by reference to Exhibit 10.4.6 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 21, 2004.* |
10.4.4 | | Unprotected Lease Agreement, dated as of July 15, 2004, by and between Ormat Industries Ltd. and Ormat Systems Ltd., incorporated by reference to Exhibit 10.4.25 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 21, 2004. |
10.4.5 | | Geothermal Resources Lease, dated as of June 27, 1988, by and between Bernice Guisti, Judith Harvey and Karen Thompson, Trustees and Beneficiaries of the Guisti Trust as Lessor and Far West Capital Inc. as Lessee, incorporated by reference to Exhibit 10.4.26 to Ormat Technologies, Inc. Registration Statement on Amendment No. 1 to Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004.* |
10.4.6 | | Amendment to Geothermal Resources Lease, dated January, 1992, by and between Bernice Guisti, Judith Harvey and Karen Thompson, Trustees and Beneficiaries of the Guisti Trust, as Lessor and Far West Capital, Inc., as Lessee, incorporated by reference to Exhibit 10.4.27 to Ormat Technologies, Inc. Registration Statement on Amendment No. 1 to Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004.* |
10.4.7 | | Second Amendment to Geothermal Resources Lease, dated as of June 25, 1993, by and between Bernice Guisti, Judith Harvey and Karen Thompson, Trustees and Beneficiaries of the Guisti Trust, as Lessor and Far West Capital, Inc. and its Assignee, Steamboat Development Corp., as Lessee, incorporated by reference to Exhibit 10.4.28 to Ormat Technologies, Inc. Registration Statement on Amendment No. 1 to Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
10.4.8 | | Geothermal Resources Sublease, dated as of May 31, 1991, by and between Fleetwood Corporation, as Lessor, and Far West Capital, Inc., incorporated by reference to Exhibit 10.4.29 to Ormat Technologies, Inc. Registration Statement on Amendment No. 1 to Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004.* |
10.4.9 | | Geothermal Resources Lease, dated as of May 31, 1991, by and between Dorothy A. Towne, the Trust of Dorothy A. Towne and Fleetwood Corporation, incorporated by reference to Exhibit 10.4.9 to Ormat Funding Corp. Registration Statement Amendment No. 1 on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on February 7, 2005. |
10.4.10 | | Mammoth Geothermal Lease, dated as of August 31, 1983, by and between Magma Energy, Inc. and Holt Geothermal Company, incorporated by reference to Exhibit 10.4.10 to Ormat Funding Corp. Registration Statement Amendment No. 1 on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on February 7, 2005. |
|
113
MAMMOTH PACIFIC, L.P.
(a California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
| | | | | | |
Exhibit Number | | Description |
10.4.11 | | First Amendment to Mammoth Geothermal Lease, dated as of April 30, 1987, by and between Magma Energy, Inc. and Holt Geothermal Company, incorporated by reference to Exhibit 10.4.11 to Ormat Funding Corp. Registration Statement Amendment No. 1 on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on February 7, 2005. |
10.4.12 | | Second Amendment to Mammoth Geothermal Lease, dated as of January 1, 1990, by and between Magma Energy, Inc. and Holt Geothermal Company, incorporated by reference to Exhibit 10.4.12 to Ormat Funding Corp. Registration Statement Amendment No. 1 on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on February 7, 2005. |
10.4.13 | | Third Amendment to Mammoth Geothermal Lease, dated as of April 12, 1991, by and between Magma Energy, Inc. and Holt Geothermal Company, incorporated by reference to Exhibit 10.4.13 to Ormat Funding Corp. Registration Statement Amendment No. 1 on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on February 7, 2005. |
10.4.14 | | Grant of Easement Agreement, dated as of March 27, 1998, by David. P. Frase, Timothy D. Frase and James W. Roberts in favor of Brady Power Partners, incorporated by reference to Exhibit 10.4.14 to Ormat Funding Corp. Registration Statement Amendment No. 1 on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on February 7, 2005. |
10.4.15 | | Sublease, dated as of January 14, 2004, by and between Western States Geothermal Company and Brady Power Partners, incorporated by reference to Exhibit 10.4.15 to Ormat Funding Corp. Registration Statement Amendment No. 1 on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on February 7, 2005. |
10.5 | | Operation and Maintenance Agreements |
10.5.1 | | Amended and Restated Operation and Maintenance Agreement, dated as of December 8, 2003, by and among ORNI 7 LLC, Steamboat Geothermal LLC, and Ormat Nevada Inc., incorporated by reference to Exhibit 10.5.1 to Ormat Funding Corp. Registration Statement on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on December 23, 2004. |
10.5.2 | | Operation and Maintenance Agreement, dated as of April 15, 2002, by and between Ormesa LLC and Ormat Nevada, Inc., incorporated by reference to Exhibit 10.5.2 to Ormat Funding Corp. Registration Statement on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on December 23, 2004. |
10.5.3 | | Operation and Maintenance Agreement, dated as of January 1, 2002, by and between Brady Power Partners and Ormat Nevada, Inc., incorporated by reference to Exhibit 10.5.3 to Ormat Funding Corp. Registration Statement on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on December 23, 2004. |
10.5.4 | | First Amendment to Brady Operation and Maintenance Agreement, dated as of February 13, 2004, by and between Brady Power Partners and Ormat Nevada, Inc., incorporated by reference to Exhibit 10.5.4 to Ormat Funding Corp. Registration Statement Amendment No. 1 on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on February 7, 2005. |
10.6 | | Interconnection Agreements |
|
114
MAMMOTH PACIFIC, L.P.
(a California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
| | | | | | |
Exhibit Number | | Description |
10.6.1 | | Special Facilities Agreement, dated as of October 29, 1988, by and between Sierra Pacific Power Company and Far West Capital, Inc., incorporated by reference to Exhibit 10.6.1 to Ormat Funding Corp. Registration Statement Amendment No. 1 on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on February 7, 2005. |
10.6.2 | | Special Facilities Agreement, dated as of April 24, 1992, by and between Sierra Pacific Power Company and Far West Capital, Inc., incorporated by reference to Exhibit 10.6.2 to Ormat Funding Corp. Registration Statement Amendment No. 1 on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on February 7, 2005. |
10.7 | | Location and Occupancy Agreements |
10.7.1 | | Facility Location and Occupancy Agreement, dated as of December 31, 1985, by and between Sierra Pacific Power Company and Far West Hydroelectric Fund, Ltd., incorporated by reference to Exhibit 10.7.1 to Ormat Funding Corp. Registration Statement on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on December 23, 2004. |
10.8 | | Acquisition Agreements |
10.8.1 | | Interest Purchase Agreement, dated as of June 30, 2003, and among ORNI 7 LLC, U.S. Energy Systems, Inc., and Ormat Nevada, Inc., incorporated by reference to Exhibit 10.8.1 to Ormat Funding Corp. Registration Statement on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on December 23, 2004. |
10.8.2 | | Interest Purchase Agreement, dated June 30, 2003, by and among ORNI 7 LLC, Far West Capital, Inc., and 1-A Enterprises, incorporated by reference to Exhibit 10.8.2 to Ormat Funding Corp. Registration Statement on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on December 23, 2004. |
10.8.3 | | Sale and Purchase Agreement, dated November 19, 2003, by and among Far West Capital, Inc., FW Consulting Services, L.C., Geo Energy, LLC, SB Geo, Inc., and ORNI 7, incorporated by reference to Exhibit 10.8.3 to Ormat Funding Corp. Registration Statement Amendment No. 1 on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on February 7, 2005. |
10.8.4 | | Purchase and Sale Agreement, dated as of June 1, 2004, by and between The Burlington Northern and Santa Fe Railway Company and Brady Power Partners, incorporated by reference to Exhibit 10.8.4 to Ormat Funding Corp. Registration Statement on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on December 23, 2004. |
10.8.5 | | Sale and Purchase Agreement, dated February 28, 2001, by and among ESI BH Limited Partnership, TPC Brady, Inc., ORNI 1 LLC, and ORNI 2 LLC, incorporated by reference to Exhibit 10.8.5 to Ormat Funding Corp. Registration Statement on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on December 23, 2004. |
10.8.6 | | Sale and Purchase Agreement, dated April 4, 2002, by and among CH Ormesa, Inc., CH Ormesa LP, Inc., ORNI 8 LLC, and Ormat Funding Corp., incorporated by reference to Exhibit 10.8.6 to Ormat Funding Corp. Registration Statement on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on December 23, 2004. |
10.8.7 | | Sale and Purchase Agreement, dated January 31, 2002, by and among CD Ormesageo II-A, Inc., CD Ormesageo II-B, Inc., CD Ormesageo II-C, Inc., Bell Atlantic TriCon Leasing Corporation, Constellation Power, Inc. and Verizon Capital Corp., ORNI 8 LLC, and Ormat Funding Corp., incorporated by reference to Exhibit 10.8.7 to Ormat Funding Corp. Registration Statement on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on December 23, 2004. |
|
115
MAMMOTH PACIFIC, L.P.
(a California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
| | | | | | |
Exhibit Number | | Description |
10.8.8 | | Sale and Purchase Agreement, dated April 4, 2002, by and among the Selling Entities and ORNI 7 LLC, ORNI 8 LLC, and Ormat Funding Corp., incorporated by reference to Exhibit 10.8.8 to Ormat Funding Corp. Registration Statement on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on December 23, 2004. |
10.9 | | Engineering, Procurement, and Construction Contracts |
10.9.1 | | Engineering, Procurement, and Construction Contract, dated as of August 2, 2004, by and between ORNI 7 LLC and Ormat Nevada Inc., incorporated by reference to Exhibit 10.9.1 to Ormat Funding Corp. Registration Statement Amendment No. 1 on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on February 7, 2005. |
10.9.2 | | Change in Work Order, dated as of August 9, 2004, for Engineering, Procurement, and Construction Contract by and between ORNI 7 LLC and Ormat Nevada Inc., incorporated by reference to Exhibit 10.9.2 to Ormat Funding Corp. Registration Statement Amendment No. 1 on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on February 7, 2005. |
10.9.3 | | Engineering, Procurement, and Construction Agreement Guaranty, dated as of August 2, 2004, by Ormat Technologies Inc. in favor of ORNI 7 LLC, incorporated by reference to Exhibit 10.9.3 to Ormat Funding Corp. Registration Statement on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on December 23, 2004. |
10.10 | | General |
10.10.1 | | Amended and Restated Agreement of Limited Partnership of Mammoth-Pacific LP, dated as of January 26, 1990, incorporated by reference to Exhibit 10.10.1 to Ormat Funding Corp. Registration Statement on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on December 23, 2004. |
10.10.2 | | Amendment No. 1 to Amend ed and Restated Agreement of Limited Partnership of Mammoth-Pacific LP. dated as of January 26, 1990, incorporated by reference to Exhibit 10.10.2 to Ormat Funding Corp. Registration Statement on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on December 23, 2004. |
10.10.3 | | Authorization, Direction and Termination Agreement, dated as of October 16, 2004, by and among BNY Western Trust Company, SRT, Inc., and Steamboat Development Corp., incorporated by reference to Exhibit 10.10.3 to Ormat Funding Corp. Registration Statement on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on December 23, 2004. |
21.1 | | Subsidiaries of Ormat Funding Corp., incorporated by reference to Exhibit 21.1 to Ormat Funding Corp. Registration Statement on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on December 23, 2004. |
31.1 | | Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
|
31.2 | | Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
|
32.1 | | Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.
|
|
116
MAMMOTH PACIFIC, L.P.
(a California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
| | | | | | |
Exhibit Number | | Description |
32.2 | | Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.
|
99.1 | | Material terms with respect to BLM geothermal resources leases, incorporated by reference to Exhibit 99.1 to Ormat Funding Corp. Registration Statement on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on December 23, 2004. |
99.2 | | Material terms with respect to BLM site leases, incorporated by reference to Exhibit 99.2 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 21, 2004. |
99.3 | | Material terms with respect to agreements addressing renewable energy pricing and payment issues, incorporated by reference to Exhibit 99.3 to Ormat Technologies, Inc. Registration Statement on Amendment No. 1 to Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
|
| |
* | Portions of this exhibit have been omitted and filed separately under an application for confidential treatment which was granted by the Securities and Exchange Commission on January 24, 2005 in connection with Ormat Funding Corp. Registration Statement on Form S-4 (File No. 333-121655). |
| |
† | We have entered into other BLM geothermal resources leases that are substantially similar in terms with this exhibit. Any deviations in terms with this exhibit have been described in Exhibit 99.1. |
| |
†† | We have entered into other BLM site leases that are substantially similar in terms with this exhibit. Any deviation in terms with this exhibit have been described in Exhibit 99.2. |
117
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized.
| | | | | | |
| | ORMAT FUNDING CORP. |
Date: March 29, 2005 | | /s/ Yehudit Bronicki |
| | Yehudit Bronicki President, Secretary and Treasurer |
|
Pursuant to the requirements of the Securities Exchange Act of 1934, this annual report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on March 29, 2005.
| | |
Signature | | Capacity |
|
/s/ Yehudit Bronicki | | President, Secretary and Treasurer (Principal Executive Officer) |
|
Yehudit Bronicki |
|
/s/ Connie Stechman | | Chief Financial Officer (Principal of Financial Officer and Accounting Officer) |
|
Connie Stechman |
|
/s/ Lucien Bronicki | | Chairman of the Board of the Directors |
|
Lucien Bronicki |
|
118
EXHIBIT INDEX
| | | | | | |
Exhibit Number | | Description |
1.1 | | Note Purchase Agreement, dated as of February 6, 2004, by and among Ormat Funding Corp., Brady Power Partners, Steamboat Development Corp., OrMammoth Inc., ORNI 1 LLC, ORNI 2 LLC, ORNI 7 LLC, and Lehman Brothers Inc., incorporated by reference to Exhibit 1.1 to Ormat Funding Corp. Registration Statement on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on December 23, 2004. |
1.2 | | Counterpart to the Purchase Agreement, dated as of February 13, 2004, by and between Ormat Funding, Brady Power Partners, Steamboat Development Corp., OrMammoth Inc., ORNI 1 LLC, ORNI 2 LLC, ORNI 7 LLC, and Lehman Brothers Inc. adding Steamboat Geothermal LLC as a party to the Note Purchase Agreement, incorporated by reference to Exhibit 1.2 to Ormat Funding Corp. Registration Statement on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on December 23, 2004. |
3.1 | | Certificate of Incorporation of Ormat Funding Corp., incorporated by reference to Exhibit 3.1 to Ormat Funding Corp. Registration Statement on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on December 23, 2004. |
3.2 | | Bylaws of Ormat Funding Corp., incorporated by reference to Exhibit 3.2 to Ormat Funding Corp. Registration Statement on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on December 23, 2004. |
4.1 | | Indenture, dated as of February 13, 2004, among Ormat Funding Corp., Brady Power Partners, Steamboat Development Corp., Steamboat Geothermal LLC, OrMammoth Inc., ORNI 1 LLC, ORNI 2 LLC, ORNI 7 LLC, Ormesa LLC, and Union Bank of California, N.A., incorporated by reference to Exhibit 10.1.7 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 21, 2004. |
4.2 | | Form of Exchange Note (included in Exhibit 4.1). |
4.3 | | First Supplemental Indenture, dated as of May 14, 2004, among Ormat Funding Corp., Brady Power Partners, Steamboat Development Corp., Steamboat Geothermal LLC, OrMammoth Inc., ORNI 1 LLC, ORNI 2 LLC, ORNI 7 LLC, Ormesa LLC, and Union Bank of California, N.A., incorporated by reference to Exhibit 10.1.8 to Ormat Technologies, Inc. Registration Statement on Amendment No. 1 to Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
4.4 | | Second Supplemental Indenture, dated as of December 21, 2004, among Ormat Funding Corp., Brady Power Partners, Steamboat Development Corp., Steamboat Geothermal LLC, OrMammoth Inc., ORNI 1 LLC, ORNI 2 LLC, ORNI 7 LLC, Ormesa LLC, and Union Bank of California, N.A., incorporated by reference to Exhibit 4.4 to Ormat Funding Corp. Registration Statement on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on December 23, 2004. |
4.5 | | Guarantee, dated as of February 13, 2004, by ORNI 1 LLC in favor of Union Bank of California, N.A., incorporated by reference to Exhibit 4.5 to Ormat Funding Corp. Registration Statement on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on December 23, 2004. |
4.6 | | Guarantee, dated as of February 13, 2004, by ORNI 2 LLC in favor of Union Bank of California, N.A., incorporated by reference to Exhibit 4.6 to Ormat Funding Corp. Registration Statement on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on December 23, 2004. |
|
| | | | | | |
Exhibit Number | | Description |
4.7 | | Guarantee, dated as of February 13, 2004, by ORNI 7 LLC in favor of Union Bank of California, N.A. incorporated by reference to Exhibit 4.7 to Ormat Funding Corp. Registration Statement on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on December 23, 2004. |
4.8 | | Guarantee, dated as of February 13, 2004, by Steamboat Geothermal LLC in favor of Union Bank of California, N.A., incorporated by reference to Exhibit 4.8 to Ormat Funding Corp. Registration Statement on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on December 23, 2004. |
4.9 | | Guarantee, dated as of February 13, 2004, by Steamboat Development Corp. in favor of Union Bank of California, N.A., incorporated by reference to Exhibit 4.9 to Ormat Funding Corp. Registration Statement on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on December 23, 2004. |
4.10 | | Guarantee, dated as of February 13, 2004, by Brady Power Partners in favor of Union Bank of California, N.A., incorporated by reference to Exhibit 4.10 to Ormat Funding Corp. Registration Statement on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on December 23, 2004. |
4.11 | | Guarantee, dated as of February 13, 2004, by OrMammoth Inc. in favor of Union Bank of California, N.A., incorporated by reference to Exhibit 4.11 to Ormat Funding Corp. Registration Statement on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on December 23, 2004. |
4.12 | | Deposit and Disbursement Agreement, dated as of February 13, 2004, among Ormat Funding Corp., Brady Power Partners, Steamboat Development Corp., Steamboat Geothermal LLC, OrMammoth Inc., ORNI 1 LLC, ORNI 2 LLC, ORNI 7 LLC, and Union Bank of California, N.A., incorporated by reference to Exhibit 4.12 to Ormat Funding Corp. Registration Statement on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on December 23, 2004. |
4.13 | | Collateral Agency Agreement, dated as of February 13, 2004, among Ormat Funding Corp., Brady Power Partners, Steamboat Development Corp., Steamboat Geothermal LLC, OrMammoth Inc., ORNI 1 LLC, ORNI 2 LLC, ORNI 7 LLC, Ormesa LLC, and Union Bank of California, N.A., incorporated by reference to Exhibit 4.13 to Ormat Funding Corp. Registration Statement Amendment No. 1 on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on February 7, 2005. |
4.14 | | Registration Rights Agreement, dated as of February 13, 2004, by and among Ormat Funding Corp, Brady Power Partners, Steamboat Geothermal LLC, Steamboat Development Corp, OrMammoth Inc., ORNI 1 LLC, ORNI 2 LLC, ORNI 7 LLC, and Lehman Brothers Inc., incorporated by reference to Exhibit 4.14 to Ormat Funding Corp. Registration Statement on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on December 23, 2004. |
4.15 | | Pledge and Security Agreement, dated as of February 13, 2004, by and between Ormat Nevada Inc. and Union Bank of California, N.A., incorporated by reference to Exhibit 4.15 to Ormat Funding Corp. Registration Statement on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on December 23, 2004. |
4.16 | | Pledge and Security Agreement, dated as of February 13, 2004, by and between Ormat Funding Corp. and Union Bank of California, N.A., incorporated by reference to Exhibit 4.16 to Ormat Funding Corp. Registration Statement on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on December 23, 2004. |
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Exhibit Number | | Description |
4.17 | | First Amendment to Pledge and Security Agreement, dated as of October 12, 2004, by and between Ormat Funding Corp. and Union Bank of California, N.A., incorporated by reference to Exhibit 4.17 to Ormat Funding Corp. Registration Statement on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on December 23, 2004. |
4.18 | | Pledge and Security Agreement, dated as of February 13, 2004, by and between Brady Power Partners and Union Bank of California, N.A., incorporated by reference to Exhibit 4.18 to Ormat Funding Corp. Registration Statement on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on December 23, 2004. |
4.19 | | Pledge and Security Agreement, dated as of February 13, 2004, by and between Steamboat Geothermal LLC and Union Bank of California, N.A., incorporated by reference to Exhibit 4.19 to Ormat Funding Corp. Registration Statement on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on December 23, 2004. |
4.20 | | Pledge and Security Agreement, dated as of February 13, 2004, by and between Steamboat Development Corp. and Union Bank of California, N.A., incorporated by reference to Exhibit 4.20 to Ormat Funding Corp. Registration Statement on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on December 23, 2004. |
4.21 | | Pledge and Security Agreement, dated as of February 13, 2004, by and between ORNI 1 LLC and Union Bank of California, N.A., incorporated by reference to Exhibit 4.21 to Ormat Funding Corp. Registration Statement on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on December 23, 2004. |
4.22 | | Pledge and Security Agreement, dated as of February 13, 2004, by and between ORNI 2 LLC and Union Bank of California, N.A., incorporated by reference to Exhibit 4.22 to Ormat Funding Corp. Registration Statement on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on December 23, 2004. |
4.23 | | Pledge and Security Agreement, dated as of February 13, 2004, by and between ORNI 7 LLC and Union Bank of California, N.A., incorporated by reference to Exhibit 4.23 to Ormat Funding Corp. Registration Statement on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on December 23, 2004. |
4.24 | | Third Supplemental Indenture, dated as of December 31, 2004, among Ormesa LLC, Ormat Funding Corp., Brady Power Partners, Steamboat Development Corp., Steamboat Geothermal LLC, OrMammoth Inc., ORNI 1 LLC, ORNI 2 LLC, ORNI 7 LLC, and Union Bank of California, N.A., incorporated by reference to Exhibit 4.24 to Ormat Funding Corp. Registration Statement Amendment No. 1 on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on February 7, 2005. |
4.25 | | Guarantee, dated as of December 31, 2004, by Ormesa LLC in favor of Union Bank of California, N.A., incorporated by reference to Exhibit 4.25 to Ormat Funding Corp. Registration Statement Amendment No. 1 on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on February 7, 2005. |
4.26 | | Pledge and Security Agreement, dated as of December 31, 2004, by and between Ormesa LLC and Union Bank of California, N.A., incorporated by reference to Exhibit 4.26 to Ormat Funding Corp. Registration Statement Amendment No. 1 on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on February 7, 2005. |
10.1 | | Financing Agreements |
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Exhibit Number | | Description |
10.1.1 | | Credit Agreement, dated as of December 31, 2002, among Ormesa LLC, United Capital, a division of Hudson United Bank, and the Lenders party to such agreement from time to time, incorporated by reference to Exhibit 10.1.4 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 21, 2004. |
10.1.2 | | Letter of Credit and Loan Agreement, dated as of June 30, 2004, by and between Ormat Nevada, Inc. and Hudson United Bank, incorporated by reference to Exhibit 10.1.16 to Ormat Technologies, Inc. Registration Statement on Amendment No. 2 to Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on October 22, 2004. |
10.1.3 | | First Amendment to Letter of Credit and Loan Agreement, dated as of June 30, 2004, by and between Ormat Nevada, Inc. and Hudson United Bank, incorporated by reference to Exhibit 10.1.17 to Ormat Technologies, Inc. Registration Statement on Amendment No. 2 to Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on October 22, 2004. |
10.2 | | Purchase Agreements |
10.2.1 | | Purchase Agreement, dated as of July 15, 2004, by and between Ormat Industries Ltd. and Ormat Systems Ltd., incorporated by reference to Exhibit 10.2.2 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 21, 2004. |
10.3 | | Power Purchase Agreements |
10.3.1 | | Power Purchase Contract, dated as of July 18, 1984, between Southern California Edison Company and Republic Geothermal, Inc., incorporated by reference to Exhibit 10.3.1 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 21, 2004. |
10.3.2 | | Amendment No. 1, to the Power Purchase Contract, dated as of December 23, 1988, between Southern California Edison Company and Ormesa Geothermal, incorporated by reference to Exhibit 10.3.2 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 21, 2004. |
10.3.3 | | Power Purchase Contract, dated as of June 13, 1984, between Southern California Edison Company and Ormat Systems, Inc., incorporated by reference to Exhibit 10.3.3 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 21, 2004. |
10.3.4 | | Power Purchase Contract, dated as of April 15, 1985, by and between Mammoth-Pacific LP and Southern California Edison Company, incorporated by reference to Exhibit 10.3.13 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 21, 2004. |
10.3.5 | | Amendment No. 1 to Power Purchase Contract, dated as of October 27, 1989, by and between Mammoth-Pacific LP and Southern California Edison Company, incorporated by reference to Exhibit 10.3.14 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 21, 2004. |
10.3.6 | | Amendment No. 2 to Power Purchase Contract, dated as of December 20, 1989, by and between Mammoth-Pacific LP and Southern California Edison Company, incorporated by reference to Exhibit 10.3.15 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 21, 2004. |
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Exhibit Number | | Description |
10.3.7 | | Amended and Restated Power Purchase and Sales Agreement, dated as of December 2, 1986, by and between Mammoth-Pacific LP and Southern California Edison Company, incorporated by reference to Exhibit 10.3.11 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 21, 2004. |
10.3.8 | | Amendment No. 1, to Amended and Restated Power Purchase and Sale Agreement, dated as of May 18, 1990, by and between Mammoth-Pacific LP and Southern California Edison Company, incorporated by reference to Exhibit 10.3.12 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 21, 2004. |
10.3.9 | | Power Purchase Contract, dated as of April 16, 1985, by and between Southern California Edison Company and Santa Fe Geothermal, Inc., incorporated by reference to Exhibit 10.3.16 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 21, 2004. |
10.3.10 | | Amendment No. 1 to Power Purchase Contract, dated as of October 25, 1985, by and between Southern California Edison Company and Mammoth-Pacific LP, incorporated by reference to Exhibit 10.3.17 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 21, 2004. |
10.3.11 | | Amendment No. 2 to Power Purchase Contract, dated as of December 20, 1989, by and between Southern California Edison Company and Pacific Lighting Energy Systems, incorporated by reference to Exhibit 10.3.18 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 21, 2004. |
10.3.12 | | Interconnection Facilities Agreement, dated as of October 20, 1989, by and between Southern California Edison Company and Mammoth-Pacific LP, incorporated by reference to Exhibit 10.3.19 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 21, 2004. |
10.3.13 | | Interconnection Facilities Agreement, dated as of October 13, 1985, by and between Southern California Edison Company and Mammoth-Pacific LP (II), incorporated by reference to Exhibit 10.3.20 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 21, 2004. |
10.3.14 | | Plant Connection Agreement for the Ormesa Geothermal Plant, dated as of October 1, 1985, by and between Imperial Irrigation District and Ormesa Geothermal, incorporated by reference to Exhibit 10.3.26 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 21, 2004. |
10.3.15 | | Plant Connection Agreement for the Ormesa IE Geothermal Plant, dated as of October 21, 1988, by and between Imperial Irrigation District and Ormesa IE, incorporated by reference to Exhibit 10.3.27 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 21, 2004. |
10.3.16 | | Plant Connection Agreement for the Ormesa IH Geothermal Plant, dated as of October 3, 1989, by and between Imperial Irrigation District and Ormesa IH, incorporated by reference to Exhibit 10.3.28 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 21, 2004. |
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Exhibit Number | | Description |
10.3.17 | | Transmission Service Agreement for the Ormesa I, Ormesa IE and Ormesa IH Geothermal Power Plants, dated October 3, 1989, by and between Imperial Irrigation District and Ormesa Geothermal, incorporated by reference to Exhibit 10.3.31 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 21, 2004. |
10.3.18 | | Energy Services Agreement, dated as of February 2003, by and between Imperial Irrigation District and Ormesa, LLC, incorporated by reference to Exhibit 10.3.43 to Ormat Technologies, Inc. Registration Statement on Amendment No. 1 Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
10.3.19 | | Agreement for the Purchase and Sale of Electricity, dated as of November 18, 1983, by and between Geothermal Development Associates and Sierra Pacific Power Company, incorporated by reference to Exhibit 10.3.19 to Ormat Funding Corp. Registration Statement Amendment No. 1 on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on February 7, 2005. |
10.3.20 | | Amendment to Agreement for the Purchase and Sale of Electricity, dated as of March 6, 1987, by and between Geothermal Development Associates and Sierra Pacific Power Company, incorporated by reference to Exhibit 10.3.20 to Ormat Funding Corp. Registration Statement on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on December 23, 2004. |
10.3.21 | | Long-Term Agreement for the Purchase and Sale of Electricity, dated as of October 29, 1988, by and between Sierra Pacific Power Company and Far West Capital, Inc., incorporated by reference to Exhibit 10.3.21 to Ormat Funding Corp. Registration Statement on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on December 23, 2004. |
10.3.22 | | Long-Term Agreement for the Purchase and Sale of Electricity, dated as of January 24, 1991, by and between Far West Capital, Inc. and Sierra Pacific Power Company, incorporated by reference to Exhibit 10.3.22 to Ormat Funding Corp. Registration Statement on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on December 23, 2004. |
10.3.23 | | Amendment to Long-Term Agreement for the Purchase and Sale of Electricity, dated as of October 29, 1991, between Steamboat Development and Sierra Pacific Power Company, incorporated by reference to Exhibit 10.3.23 to Ormat Funding Corp. Registration Statement on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on December 23, 2004. |
10.3.24 | | Amendment to Long-Term Agreement for the Purchase and Sale of Electricity, dated as of October 29, 1992, between Steamboat Development and Sierra Pacific Power Company, incorporated by reference to Exhibit 10.3.24 to Ormat Funding Corp. Registration Statement on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on December 23, 2004. |
10.3.25 | | Long-Term Agreement for the Purchase and Sale of Electricity, dated as of January 18, 1991, by and between Sierra Pacific Power Company and Far West Capital, Inc., incorporated by reference to Exhibit 10.3.25 to Ormat Funding Corp. Registration Statement Amendment No. 1 on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on February 7, 2005. |
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Exhibit Number | | Description |
10.3.26 | | Interconnection Facilities Agreement, dated as of October 20, 1989, by and between Southern California Edison Company and Pacific Lighting Energy Systems, incorporated by reference to Exhibit 10.3.21 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 21, 2004. |
10.3.27 | | Plant Operating Services Agreement, dated as of January 1, 1995, by and between Mammoth-Pacific LP and Pacific Power Plant Operations, incorporated by reference to Exhibit 10.3.27 to Ormat Funding Corp. Registration Statement on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on December 23, 2004. |
10.3.28 | | Assignment Agreement, dated as of December 18, 2003, by and between Covanta Power Plant Operations and Ormat Nevada, Inc., incorporated by reference to Exhibit 10.3.28 to Ormat Funding Corp. Registration Statement Amendment No. 1 on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on February 7, 2005. |
10.3.29 | | IID - - Edison Transmission Service Agreement for Alternative Resources, dated, September 26, 1985, by and between Imperial Irrigation District and Southern California Edison Company, incorporated by reference to Exhibit 10.3.34 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 21, 2004. |
10.3.30 | | Long-Term Firm Power Purchase Agreement, dated June 28, 2004, between ORNI 7 and Sierra Pacific Power Company, incorporated by reference to Exhibit 10.3.30 Ormat Funding Corp. Registration Statement Amendment No. 1 on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on February 7, 2005. |
10.3.31 | | Long Term Agreement for the Purchase and Sale of Electricity, dated as of October 5, 1990, by and between Nevada Geothermal Power Partners and Sierra Pacific Power Company, incorporated by reference to Exhibit 10.3.31 to Ormat Funding Corp. Registration Statement on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on December 23, 2004. |
10.3.32 | | Amendment No. 1 to Long Term Agreement for the Purchase and Sale of Electricity, dated July 12, 1991, by and between Brady Power Partners and Sierra Pacific Power Company, incorporated by reference to Exhibit 10.3.32 to Ormat Funding Corp. Registration Statement Amendment No. 1 on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on February 7, 2005. |
10.3.33 | | Amendment No. 2 to Long Term Agreement for the Purchase and Sale of Electricity, dated as of June 24, 2002, by and between Brady Power Partners and Sierra Pacific Power Company, incorporated by reference to Exhibit 10.3.33 to Ormat Funding Corp. Registration Statement Amendment No. 1 on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on February 7, 2005. |
10.4 | | Leases |
10.4.1 | | Ormesa BLM Geothermal Resources Lease CA 966, incorporated by reference to Exhibit 10.4.1 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 21, 2004.† |
10.4.2 | | Ormesa BLM License for Electric Power Plant Site CA 24678, incorporated by reference to Exhibit 10.4.2 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 21, 2004.†† |
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Exhibit Number | | Description |
10.4.3 | | Geothermal Resources Lease, dated as of November 18, 1983, by and between Sierra Pacific Power Company, as Lessor, and Geothermal Development Associates, as Lessee, and amended by the amendments dated January 7, 1985, October 29, 1988, and October 2, 1989, incorporated by reference to Exhibit 10.4.6 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 21, 2004.* |
10.4.4 | | Unprotected Lease Agreement, dated as of July 15, 2004, by and between Ormat Industries Ltd. and Ormat Systems Ltd., incorporated by reference to Exhibit 10.4.25 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 21, 2004. |
10.4.5 | | Geothermal Resources Lease, dated as of June 27, 1988, by and between Bernice Guisti, Judith Harvey and Karen Thompson, Trustees and Beneficiaries of the Guisti Trust as Lessor and Far West Capital Inc. as Lessee, incorporated by reference to Exhibit 10.4.26 to Ormat Technologies, Inc. Registration Statement on Amendment No. 1 to Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004.* |
10.4.6 | | Amendment to Geothermal Resources Lease, dated January, 1992, by and between Bernice Guisti, Judith Harvey and Karen Thompson, Trustees and Beneficiaries of the Guisti Trust, as Lessor and Far West Capital, Inc., as Lessee, incorporated by reference to Exhibit 10.4.27 to Ormat Technologies, Inc. Registration Statement on Amendment No. 1 to Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004.* |
10.4.7 | | Second Amendment to Geothermal Resources Lease, dated as of June 25, 1993, by and between Bernice Guisti, Judith Harvey and Karen Thompson, Trustees and Beneficiaries of the Guisti Trust, as Lessor and Far West Capital, Inc. and its Assignee, Steamboat Development Corp., as Lessee, incorporated by reference to Exhibit 10.4.28 to Ormat Technologies, Inc. Registration Statement on Amendment No. 1 to Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
10.4.8 | | Geothermal Resources Sublease, dated as of May 31, 1991, by and between Fleetwood Corporation, as Lessor, and Far West Capital, Inc., incorporated by reference to Exhibit 10.4.29 to Ormat Technologies, Inc. Registration Statement on Amendment No. 1 to Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004.* |
10.4.9 | | Geothermal Resources Lease, dated as of May 31, 1991, by and between Dorothy A. Towne, the Trust of Dorothy A. Towne and Fleetwood Corporation, incorporated by reference to Exhibit 10.4.9 to Ormat Funding Corp. Registration Statement Amendment No. 1 on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on February 7, 2005. |
10.4.10 | | Mammoth Geothermal Lease, dated as of August 31, 1983, by and between Magma Energy, Inc. and Holt Geothermal Company, incorporated by reference to Exhibit 10.4.10 to Ormat Funding Corp. Registration Statement Amendment No. 1 on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on February 7, 2005. |
10.4.11 | | First Amendment to Mammoth Geothermal Lease, dated as of April 30, 1987, by and between Magma Energy, Inc. and Holt Geothermal Company, incorporated by reference to Exhibit 10.4.11 to Ormat Funding Corp. Registration Statement Amendment No. 1 on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on February 7, 2005. |
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Exhibit Number | | Description |
10.4.12 | | Second Amendment to Mammoth Geothermal Lease, dated as of January 1, 1990, by and between Magma Energy, Inc. and Holt Geothermal Company, incorporated by reference to Exhibit 10.4.12 to Ormat Funding Corp. Registration Statement Amendment No. 1 on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on February 7, 2005. |
10.4.13 | | Third Amendment to Mammoth Geothermal Lease, dated as of April 12, 1991, by and between Magma Energy, Inc. and Holt Geothermal Company, incorporated by reference to Exhibit 10.4.13 to Ormat Funding Corp. Registration Statement Amendment No. 1 on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on February 7, 2005. |
10.4.14 | | Grant of Easement Agreement, dated as of March 27, 1998, by David. P. Frase, Timothy D. Frase and James W. Roberts in favor of Brady Power Partners, incorporated by reference to Exhibit 10.4.14 to Ormat Funding Corp. Registration Statement Amendment No. 1 on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on February 7, 2005. |
10.4.15 | | Sublease, dated as of January 14, 2004, by and between Western States Geothermal Company and Brady Power Partners, incorporated by reference to Exhibit 10.4.15 to Ormat Funding Corp. Registration Statement Amendment No. 1 on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on February 7, 2005. |
10.5 | | Operation and Maintenance Agreements |
10.5.1 | | Amended and Restated Operation and Maintenance Agreement, dated as of December 8, 2003, by and among ORNI 7 LLC, Steamboat Geothermal LLC, and Ormat Nevada Inc., incorporated by reference to Exhibit 10.5.1 to Ormat Funding Corp. Registration Statement on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on December 23, 2004. |
10.5.2 | | Operation and Maintenance Agreement, dated as of April 15, 2002, by and between Ormesa LLC and Ormat Nevada, Inc., incorporated by reference to Exhibit 10.5.2 to Ormat Funding Corp. Registration Statement on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on December 23, 2004. |
10.5.3 | | Operation and Maintenance Agreement, dated as of January 1, 2002, by and between Brady Power Partners and Ormat Nevada, Inc., incorporated by reference to Exhibit 10.5.3 to Ormat Funding Corp. Registration Statement on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on December 23, 2004. |
10.5.4 | | First Amendment to Brady Operation and Maintenance Agreement, dated as of February 13, 2004, by and between Brady Power Partners and Ormat Nevada, Inc., incorporated by reference to Exhibit 10.5.4 to Ormat Funding Corp. Registration Statement Amendment No. 1 on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on February 7, 2005. |
10.6 | | Interconnection Agreements |
10.6.1 | | Special Facilities Agreement, dated as of October 29, 1988, by and between Sierra Pacific Power Company and Far West Capital, Inc., incorporated by reference to Exhibit 10.6.1 to Ormat Funding Corp. Registration Statement Amendment No. 1 on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on February 7, 2005. |
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Exhibit Number | | Description |
10.6.2 | | Special Facilities Agreement, dated as of April 24, 1992, by and between Sierra Pacific Power Company and Far West Capital, Inc., incorporated by reference to Exhibit 10.6.2 to Ormat Funding Corp. Registration Statement Amendment No. 1 on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on February 7, 2005. |
10.7 | | Location and Occupancy Agreements |
10.7.1 | | Facility Location and Occupancy Agreement, dated as of December 31, 1985, by and between Sierra Pacific Power Company and Far West Hydroelectric Fund, Ltd., incorporated by reference to Exhibit 10.7.1 to Ormat Funding Corp. Registration Statement on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on December 23, 2004. |
10.8 | | Acquisition Agreements |
10.8.1 | | Interest Purchase Agreement, dated as of June 30, 2003, and among ORNI 7 LLC, U.S. Energy Systems, Inc., and Ormat Nevada, Inc., incorporated by reference to Exhibit 10.8.1 to Ormat Funding Corp. Registration Statement on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on December 23, 2004. |
10.8.2 | | Interest Purchase Agreement, dated June 30, 2003, by and among ORNI 7 LLC, Far West Capital, Inc., and 1-A Enterprises, incorporated by reference to Exhibit 10.8.2 to Ormat Funding Corp. Registration Statement on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on December 23, 2004. |
10.8.3 | | Sale and Purchase Agreement, dated November 19, 2003, by and among Far West Capital, Inc., FW Consulting Services, L.C., Geo Energy, LLC, SB Geo, Inc., and ORNI 7, incorporated by reference to Exhibit 10.8.3 to Ormat Funding Corp. Registration Statement Amendment No. 1 on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on February 7, 2005. |
10.8.4 | | Purchase and Sale Agreement, dated as of June 1, 2004, by and between The Burlington Northern and Santa Fe Railway Company and Brady Power Partners, incorporated by reference to Exhibit 10.8.4 to Ormat Funding Corp. Registration Statement on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on December 23, 2004. |
10.8.5 | | Sale and Purchase Agreement, dated February 28, 2001, by and among ESI BH Limited Partnership, TPC Brady, Inc., ORNI 1 LLC, and ORNI 2 LLC, incorporated by reference to Exhibit 10.8.5 to Ormat Funding Corp. Registration Statement on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on December 23, 2004. |
10.8.6 | | Sale and Purchase Agreement, dated April 4, 2002, by and among CH Ormesa, Inc., CH Ormesa LP, Inc., ORNI 8 LLC, and Ormat Funding Corp., incorporated by reference to Exhibit 10.8.6 to Ormat Funding Corp. Registration Statement on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on December 23, 2004. |
10.8.7 | | Sale and Purchase Agreement, dated January 31, 2002, by and among CD Ormesageo II-A, Inc., CD Ormesageo II-B, Inc., CD Ormesageo II-C, Inc., Bell Atlantic TriCon Leasing Corporation, Constellation Power, Inc. and Verizon Capital Corp., ORNI 8 LLC, and Ormat Funding Corp., incorporated by reference to Exhibit 10.8.7 to Ormat Funding Corp. Registration Statement on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on December 23, 2004. |
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Exhibit Number | | Description |
10.8.8 | | Sale and Purchase Agreement, dated April 4, 2002, by and among the Selling Entities and ORNI 7 LLC, ORNI 8 LLC, and Ormat Funding Corp., incorporated by reference to Exhibit 10.8.8 to Ormat Funding Corp. Registration Statement on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on December 23, 2004. |
10.9 | | Engineering, Procurement, and Construction Contracts |
10.9.1 | | Engineering, Procurement, and Construction Contract, dated as of August 2, 2004, by and between ORNI 7 LLC and Ormat Nevada Inc., incorporated by reference to Exhibit 10.9.1 to Ormat Funding Corp. Registration Statement Amendment No. 1 on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on February 7, 2005. |
10.9.2 | | Change in Work Order, dated as of August 9, 2004, for Engineering, Procurement, and Construction Contract by and between ORNI 7 LLC and Ormat Nevada Inc., incorporated by reference to Exhibit 10.9.2 to Ormat Funding Corp. Registration Statement Amendment No. 1 on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on February 7, 2005. |
10.9.3 | | Engineering, Procurement, and Construction Agreement Guaranty, dated as of August 2, 2004, by Ormat Technologies Inc. in favor of ORNI 7 LLC, incorporated by reference to Exhibit 10.9.3 to Ormat Funding Corp. Registration Statement on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on December 23, 2004. |
10.10 | | General |
10.10.1 | | Amended and Restated Agreement of Limited Partnership of Mammoth-Pacific LP, dated as of January 26, 1990, incorporated by reference to Exhibit 10.10.1 to Ormat Funding Corp. Registration Statement on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on December 23, 2004. |
10.10.2 | | Amendment No. 1 to Amend ed and Restated Agreement of Limited Partnership of Mammoth-Pacific LP. dated as of January 26, 1990, incorporated by reference to Exhibit 10.10.2 to Ormat Funding Corp. Registration Statement on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on December 23, 2004. |
10.10.3 | | Authorization, Direction and Termination Agreement, dated as of October 16, 2004, by and among BNY Western Trust Company, SRT, Inc., and Steamboat Development Corp., incorporated by reference to Exhibit 10.10.3 to Ormat Funding Corp. Registration Statement on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on December 23, 2004. |
21.1 | | Subsidiaries of Ormat Funding Corp., incorporated by reference to Exhibit 21.1 to Ormat Funding Corp. Registration Statement on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on December 23, 2004. |
31.1 | | Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
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31.2 | | Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
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32.1 | | Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.
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Exhibit Number | | Description |
32.2 | | Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.
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99.1 | | Material terms with respect to BLM geothermal resources leases, incorporated by reference to Exhibit 99.1 to Ormat Funding Corp. Registration Statement on Form S-4 (File No. 333-121655) to the Securities and Exchange Commission on December 23, 2004. |
99.2 | | Material terms with respect to BLM site leases, incorporated by reference to Exhibit 99.2 to Ormat Technologies, Inc. Registration Statement on Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on July 21, 2004. |
99.3 | | Material terms with respect to agreements addressing renewable energy pricing and payment issues, incorporated by reference to Exhibit 99.3 to Ormat Technologies, Inc. Registration Statement on Amendment No. 1 to Form S-1 (File No. 333-117527) to the Securities and Exchange Commission on September 28, 2004. |
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* | Portions of this exhibit have been omitted and filed separately under an application for confidential treatment which was granted by the Securities and Exchange Commission on January 24, 2005 in connection with Ormat Funding Corp. Registration Statement on Form S-4 (File No. 333-121655). |
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† | We have entered into other BLM geothermal resources leases that are substantially similar in terms with this exhibit. Any deviation in termswith this exhibit have been described in Exhibit 99.1. |
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†† | We have entered into other BLM site leases that are substantially similar in terms with this exhibit. Anydeviation in terms with this exhibit have been described in Exhibit 99.2. |