LEASE AGREEMENT BETWEEN SYRACUSE UNIVERSITY (LANDLORD) and PROJECT ORANGE ASSOCIATES, L.P. (TENANT)Lease Agreement • February 11th, 2000 • Project Orange Capital Corp • New York
OFAgreement and Plan of Merger • February 11th, 2000 • Project Orange Capital Corp • Delaware
BetweenSecurity Agreement • February 11th, 2000 • Project Orange Capital Corp • New York
ARTICLE I DEFINITIONS -----------Limited Liability Company Agreement • February 11th, 2000 • Project Orange Capital Corp • Delaware
EXHIBIT 10.8 OPERATING AGREEMENTOperating Agreement • February 11th, 2000 • Project Orange Capital Corp • New York
ISDA(R) International Swap Dealers Association, Inc.Master Agreement • February 11th, 2000 • Project Orange Capital Corp • New York
Exhibit 10.4 December 6, 1999 Union Pacific Resources Inc. 4th Floor 425 - 1st Street S.W. Calgary, Alberta T2P 3L8 and Project Orange Associates, L.P. c/o G.A.S. Orange Associates LLC 90 Presidential Plaza Syracuse, New York 13209 Dear Sirs: Re:...Letter Agreement • February 11th, 2000 • Project Orange Capital Corp • Alberta
Exhibit 10.26 AGENCY AGREEMENT ---------------- THIS AGENCY AGREEMENT ("Agreement") is made effective as of the 14th day of January 2000 by and between NIAGARA MOHAWK ENERGY MARKETING, INC., a New York business corporation ("NMEM") and PROJECT ORANGE...Agency Agreement • February 11th, 2000 • Project Orange Capital Corp • New York
AGREEMENT ---------Pledge and Security Agreement • February 11th, 2000 • Project Orange Capital Corp • New York
andAgreement • February 11th, 2000 • Project Orange Capital Corp • New York
EXHIBIT 10.17 RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: Davis Polk & Wardwell 450 Lexington Avenue New York, New York 10017 Attention: Bernadette M. Sullivan Legal Assistant SUBORDINATION AGREEMENT SUBORDINATION AGREEMENT ("Agreement") dated...Subordination Agreement • February 11th, 2000 • Project Orange Capital Corp • New York
PROJECT ORANGE FUNDING, L.P., PROJECT ORANGE CAPITAL CORP., as Issuers $68,000,000 10.5% SENIOR SECURED NOTES DUE 2007 INDENTUREProject Orange Capital Corp • February 11th, 2000 • New York
EXHIBIT 10.19Project Orange Capital Corp • February 11th, 2000 • New York
EXHIBIT 4.4 RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: Davis Polk & Wardwell 450 Lexington Avenue New York, New York 10017 Attention: Bernadette M. Sullivan Legal Assistant ======================================================...Financing Agreement • February 11th, 2000 • Project Orange Capital Corp • New York
EXHIBIT 2.2 ASSUMPTION AGREEMENT -------------------- Project Orange Associates, L.P. ("Orange L.P."), the surviving corporation of the merger on the date hereof of Project Orange Funding, L.P. ("Funding L.P.") with and into Orange L.P., hereby...Assumption Agreement • April 27th, 2000 • Project Orange Capital Corp • Electric services
Project Orange Associates, L.P. ("Orange L.P."), the surviving corporation of the merger on the date hereof of Project Orange Funding, L.P. ("Funding L.P.") with and into Orange L.P., hereby expressly assumes, and agrees to perform and discharge, all of the obligations and liabilities of Funding L.P. under the Indenture (the "Indenture") dated as of December 6, 1999 among Funding L.P., Project Orange Capital Corp. ("Capital Co." and, together with Funding L.P., the "Issuers") and U.S. Bank Trust National Association, in its capacity as Trustee (the "Trustee") for the benefit of the holders from time to time of the Issuers' $68 million aggregate principal amount of 10.5% Senior Secured Notes due 2007 (the "Notes"), the Notes and the other Financing Documents referred to in the Indenture, and expressly confirms the grant to U.S. Bank Trust National Association, in its capacity as Collateral Agent (the "Collateral Agent") under the Collateral Documents for the benefit of the Secured Parti
andRegistration Rights Agreement • February 11th, 2000 • Project Orange Capital Corp • New York
December 6, 1999 Mr. Adam Victor Project Orange Associates, L.P. 630 First Avenue New York, N.Y. 10016 Re: Project Management/Administration Services for Project Orange Dear Adam: The purpose of this letter ("Asset Management Agreement") is to confirm...Consent and Agreement • February 11th, 2000 • Project Orange Capital Corp
TRANSPORTATIONAgreement • February 11th, 2000 • Project Orange Capital Corp
betweenAgreement • February 11th, 2000 • Project Orange Capital Corp • New York
EXHIBIT 10.23 CONSENT AND AGREEMENT (Interruptible Gas Transportation Agreement, Firm Gas Transportation Agreement, Hot Tap Reimbursement Agreement and Letter of Credit Drawing Agreement) Dated as of December 6, 1999Project Orange Capital Corp • February 11th, 2000 • New York
betweenDeposit and Disbursement Agreement • February 11th, 2000 • Project Orange Capital Corp • New York
ANDLease and Sublease Agreement • February 11th, 2000 • Project Orange Capital Corp • New York
EXHIBIT 10.18Consent and Agreement • February 11th, 2000 • Project Orange Capital Corp • New York
AGREEMENT ---------Pledge and Security Agreement • February 11th, 2000 • Project Orange Capital Corp • New York
RESTATEDGas Sale and Purchase Agreement • February 11th, 2000 • Project Orange Capital Corp • Ontario
AGREEMENT ---------Pledge and Security Agreement • February 11th, 2000 • Project Orange Capital Corp • New York
EXHIBIT 10.1 POWER PUT AGREEMENT This Power Put Agreement (this "Agreement") is entered into as of September 19, 1986 and it replaces in its entirety that certain agreement, between Project Orange Associates, L.P. ("Seller") and Niagara Mohawk Power...Power Put Agreement • February 11th, 2000 • Project Orange Capital Corp • New York
EXHIBIT 10.16 RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: DAVIS POLK & WARDWELL 450 Lexington Avenue New York, NY 10017 ATTN: Bernadette Sullivan Legal Assistant CONSENT AND AGREEMENT --------------------- 1. Reference is made to the Steam...Project Orange Capital Corp • February 11th, 2000
CONSENT -------Project Orange Capital Corp • February 11th, 2000
Second Amended and Restated Agreement of Limited Partnership ofAssignment and Assumption Agreement • February 11th, 2000 • Project Orange Capital Corp • New York
BETWEENOperation and Maintenance Agreement • February 11th, 2000 • Project Orange Capital Corp • New York
December 6, 1999 Mr. Adam Victor Project Orange Associates, L.P. 630 First Avenue New York, NY 10016 Re: Contract Optimization/Energy Marketing Services for Project Orange Dear Adam: The purpose of this letter ("Marketing Agreement") is to confirm the...Project Orange Capital Corp • February 11th, 2000
W I T N E S S E T H: --------------------Natural Gas Transportation Agreement • February 11th, 2000 • Project Orange Capital Corp • Texas
EXHIBIT 10.25 CONSENT AND AGREEMENT (Asset Management Agreement) Dated as of December 6, 1999Consent and Agreement • February 11th, 2000 • Project Orange Capital Corp • New York
AGREEMENT ---------Housing Authority • February 11th, 2000 • Project Orange Capital Corp • New York
