Exhibit 10.3.2
AMENDMENT NO. 1
TO THE POWER PURCHASE CONTRACT BETWEEN
SOUTHERN CALIFORNIA EDISON COMPANY
AND
ORMESA GEOTHERMAL
QFID NO. 3010
This Amendment No. 1 to the Power Purchase Contract (Document No. 2044C)
originally entered into between Republic Geothermal, Inc. and Southern
California Edison Company ("Contract") is entered into by Ormesa Geothermal, a
California general partnership ("Seller"), and Southern California Edison
Company, a California corporation ("Edison") (individually "Party," collectively
"Parties").
RECITALS
This Amendment No. 1 to the Contract is made with reference to the following
facts, among others:
2.1 Republic Geothermal, Inc. and Edison executed the Contract as of the
18th day of July, 1984.
2.2 Republic Geothermal, Inc. assigned the Contract to Ormat Systems, Inc.
on November 6, 1984, to which assignment Edison consented on December
19, 1984.
2.3 Ormat Systems, Inc. assigned the Contract to Seller on February 27,
1985, to which assignment Edison consented on July 22, 1985.
2.4 On June 17, 1988, Seller provided Edison with a new address for
correspondence and the identity of the fiduciary to whom payments are
to be mailed.
2.5 The Parties mutually desire to adjust the pattern of payments under the
Contract in a manner that will give the Seller more certainty about its
payment stream, but reduce the overall cost of energy to Edison. To
that end, the Parties desire to increase the Contract Capacity from
24,000 kW to 31,500 kW, limit Contract energy deliveries to Edison to
38,000 kilowatthours per hour, and limit the Contract Capacity eligible
for Capacity bonus Payment to 27,000 kW.
AGREEMENT
The Parties agree to amend the Contract as follows:
3.1 Delete Section 1.1 and replace it with the following:
"1.1 All notices and correspondence, except payments for Energy and
capacity, shall be sent to Seller at the following address:
Ormesa Geothermal
X.X. Xxx 000
Xx Xxxxxx, XX 00000
All payments to Seller for Energy and capacity shall be sent to Seller's
fiduciary at the following address:
First Interstate Bank
Corporate Trust Division
000 Xxxxxxxx Xxxxxxxxx, X 10-2
2
Xxx Xxxxxxx, XX 00000
Account: SCE Payment
Account No. 0000000-000"
3.2 Delete Section 1.2.a and replace it with the following:
"a. Nameplate Rating: 38,000 kW"
3.3 Delete Section 1.3 and replace it with the following:
"1.3 Contract Capacity: 31,500 kW"
3.4 Delete Lines 5 and 6, Page 31, Section 8.1.2.4.c and replace it with
the following:
"D. 27,000 kW"
3.5 Delete Section 9.1.1 and replace it with the following:
"9.1.1 Not later than thirty (30) days after the end of each monthly
billing period, Edison shall mail to Seller: (1) statement
showing the Energy and Contract Capacity delivered to Edison
during the on-peak, mid-peak, and off-peak periods, as those
periods are specified in Edison's Tariff Schedule No. TOU-8 for
that monthly billing period; and (2) Edison's computation of the
amount due Seller. Within the same thirty (30) days, Edison shall
mail to Seller's facility, at the address provided in Section
1.1, Edison's check made payable to Seller, in payment of the
amount due Seller."
3.6 Add the following subsection to Section 14:
"14.5 Seller shall indemnify and hold harmless Edison, its directors,
officers, and employees or agents from and against any loss,
damage, claim, cost, charge or expense (including direct,
indirect, or consequential loss, damage, claim, cost, charge or
expense), including attorney's fees and other costs of
litigation, incurred by Edison and resulting from the mailing of
payment to Seller's fiduciary as provided in Section 9.1.1."
3
OTHER CONTRACT TERMS AND CONDITIONS
Except as expressly amended herein, the terms and conditions of the
original Contract shall remain in full force and effect.
EFFECTIVE DATE
This Amendment No. 1 shall become effective when it has been duly
executed by the Parties.
SIGNATURE CLAUSE
The signatories hereto represent that they have been appropriately
authorized to enter into this Amendment No. 1 to the Contract on behalf of the
Party for whom they signed. This Agreement No. 1 to the Contract is hereby
executed as of this 23rd day of December, 1988.
SOUTHERN CALIFORNIA EDISON COMPANY
By: /s/ Xxxxx Xxxxxxxxx
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Name: XXXXX XXXXXXXXX
Title: Vice President
ORMESA GEOTHERMAL
By: /s/ Indecipherable
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Name:
Title:
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