Exhibit 10.2.2
PURCHASE AGREEMENT
This Asset Purchase Agreement (this "Agreement") is made and entered into on
July 15th, 2004, by and between Ormat Industries, Ltd., an Israeli Public
corporation ("Seller"), and Ormat Systems Ltd., an Israeli corporation
("Buyer").
WHEREAS, Seller is engaged, directly and through its subsidiaries, among
other things, in the development, manufacturing, construction,
operation, management and acquisition of geothermal power plants and
power units (the "BUSINESS"); and
WHEREAS, Buyer is an indirect wholly owned subsidiary of the Seller; and
WHEREAS, Both parties have resolved that it would be in their best interest
to enter into a restructuring process whereby Buyer will purchase
and assume from Seller, and Seller will sell and assign to Buyer,
certain assets and liabilities related to the Business, pursuant to
the terms and subject to the conditions set forth herein.
NOW, THEREFORE, In consideration of the mutual representations, covenants
and warranties contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
Seller and Buyer intending to legally bound hereby, mutually agree as
follows:
1. DEFINITIONS
1.1 Defined Terms. As used herein, the terms below shall have the
following meanings:
1.2 "Assumed Contracts" shall mean all Contracts relating directly to
the Purchased Business, unless included in the Excluded Contracts,
to which Seller is a party and to which Buyer shall be a party in
lieu of Seller after the Closing Date but as of the Effective Date,
as defined below, and shall be assumed, performed and discharged by
Buyer in place of Seller after the Closing Date as of the Effective
Date, including all receivables derived from such Assumed Contracts.
1.3 "Assumed Liabilities" shall mean all direct and/or indirect
liabilities and obligations, including contingent liabilities, of
Seller in connection with the Purchased Business,
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and those under the Assumed Contracts, including, without
limitation, (a) to furnish services, and other non-cash benefits to
another party after the Closing Date and (b) to pay for goods,
services, licenses, royalties and other non-cash benefits that
another party will have furnished to it after the Effective Date;
and (c) to repay debts, to pay taxes, fines, judgments, all of which
Buyer shall be responsible after the Closing Date as of the
Effective Date.
1.4 "Books and Records" shall mean all records (or true and complete
copies thereof), including computerized books and records, owned or
used by Seller that are used by Seller for the operation of the
Purchased Business and/or that are necessary for the continued
operation of the Purchased Business and for the fulfillment of the
Assumed Liabilities following the Closing, including engineering
information (including written materials and machine-readable text
subject to display and printout), including development
documentation (i.e. documentation used in conjunction with source
code in the development process) (collectively "DOCUMENTATION"),
sales and promotional literature, manuals and data, all customer
files (including tests data and other inputs and communications
between Seller and its customers), all lists of customers, suppliers
and vendors, copies of the Assumed Contracts, and any files relating
to any action with respect to the Seller, but specifically excluding
(i) corporate minute and stock books and financial information other
than financial information relating specifically to the Purchased
Business and/or Assumed Liabilities, and (ii) the foregoing books
and records relating to the Excluded Assets, as defined below.
1.5 "Business Day" shall mean a day that is not a Friday or a Saturday
or a statutory or civil holiday in the State of Israel.
1.6 "Contracts" shall mean any and all contracts, agreements,
arrangements, leases, mortgages, bonds, notes and other instruments,
commitments, undertakings and obligations, whether or not in
writing, including all receivables and payables derived therefrom.
1.7 "Effective Date" shall mean July 1st, 2004.
1.8 "Assets" shall mean any tangible property, equipment, inventory,
receivables, owned, used or held for use by Seller (including
equipment, furniture, computers and computer supplies, servers,
machinery, office materials and supplies and inventories
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of any kind or nature), for the operation and/or the management of
the Purchased Business but other than the Excluded Assets.
1.9 "Excluded Assets" shall mean certain assets set forth in SCHEDULE
1.9, which will not be transferred or conveyed to Buyer hereunder,
but instead will be retained by Seller following the Closing Date.
1.10 "Excluded Business" shall mean the Excluded Assets together with the
Excluded Liabilities and the Excluded Contracts, all of which does
not form part of the Purchased Business. For the avoidance of any
doubt, the Excluded Business shall include all of the Business which
is owned and operated by Ormat Technologies Inc., directly or
through its subsidiaries..
1.11 "Excluded Liabilities" and "Excluded Contracts" shall mean certain
liabilities set forth in SCHEDULE 1.11 and certain contracts set
forth in SCHEDULE 1.11A, respectively, which will not be transferred
or conveyed to, nor assumed by, Buyer hereunder, but instead will be
retained by Seller following the Closing Date.
1.12 "Intangibles" shall mean all goodwill associated with the Purchased
Business, together with the right to represent to third parties that
Buyer is the successor to the Purchased Business.
1.13 "Person" shall mean any person or entity, whether an individual,
trustee, corporation, general partnership, limited partnership,
trust, unincorporated organization, limited liability company,
business association, firm, joint venture, governmental agency or
authority or otherwise.
1.14 "Purchased Business" shall mean all of the Business other than the
Excluded Business, but including all of Seller's right, title and
interest as of the Effective Date in the Assumed Contracts, the
Assets, the Intangibles, the Assumed Liabilities, the Books and
Records, Seller Intellectual Property, the accounts receivable and
payable, transferred to Buyer upon Closing as of the Effective Date
with respect to the Purchased Business and, to the extent
transferable, (i) the rights under agreements with employees and
consultants of Seller concerning confidentiality, and the assignment
of inventions, (ii) all related claims, causes of action and similar
rights against any Person arising out of, or related to, such rights
and (iii) the solar pond assets and all related technology and
knowhow owned by Solmat Systems Ltd., a
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wholly owned subsidiary of the Seller, including contingent
liabilities related to these assets.
1.15 "Seller Intellectual Property" shall mean any intellectual property
owned or licensed by Seller with respect to the Purchased Business,
including without limitation, (i) all of Seller's patents, patent
applications, trademark applications, registered trademarks, trade
names, logos, trade dress, service marks and all applications and
registrations therefore, and all goodwill associated therewith,
excluding those listed on SCHEDULES 1.15; (ii) all copyright (and
author's rights, whether published or unpublished, including rights
to prepare, reproduce and distribute copies, compilations and
derivative works) used for the operation and management of the
Purchased Business, including any such rights in any translation of
Seller's documentation or interfaces made by or on behalf of Seller;
(iii) trade secret rights, know-how, inventions (whether patentable
or not), inventor's notes, drawings and designs and Inventor's lists
(all as embodied in the form of written documentation generally used
by the engineering group of Seller), proprietary processes or
formulae, franchises, licenses, technology, technical data and
customer lists, and all documentation relating to any of the
foregoing and used for the operation and management of the Purchased
Business; (iv) all computer programming code (including source code
and object code, algorithms, display screens, layouts, firmware,
development tools, files, records and data, all media on which any
of the foregoing is recorded, all Web addresses, sites and domain
names), and other intellectual property rights owned by Seller in or
related to the Purchased Business; (v) all continuations,
continuations in part, reissues, divisions, renewals, reexaminations
or extensions of any kind with respect to the intellectual property
rights described in (i) and (ii); and (iv) all Documentation,
databases and data collections and all rights therein related to any
of the foregoing; (vi) all the knowhow and other rights in the
technology and solar pond assets owned by Solmat Systems Ltd, a
wholly owned subsidiary of the Seller. The Seller Intellectual
Property Rights shall not include those rights which are not
directly connected to the Purchased Business and those which are
listed in SCHEDULES 1.15.
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2. OTHER DEFINED TERMS.
2.1 The following terms shall have the meanings defined for such terms
in the Sections set forth below:
Term Section
---- -------
Assumed Employees 5.1.1
Business Recitals
Assignment Period 3.1.3
Closing 4.1
Documentation 1.4
License 3.1.7
Required Services 3.3
Closing and Closing Date 4.1
Unassigned Assets 3.1.4
2.2 For purposes of this Agreement, (a) "including" shall mean
"including, but not limited to," "including, without limitation,"
and other phrases of similar import and (b) "hereof," "herein," and
"hereunder," and words of similar import, refer to this Agreement as
a whole (including the Exhibits and Schedules to this Agreement) and
not to any particular Section hereof.
3. THE TRANSACTION
3.1 PURCHASE AND SALE OF PURCHASED BUSINESS.
3.1.1 Pursuant to the terms and subject to the conditions of this
Agreement and Section 3.1.3 below, in exchange for the
consideration set forth in Section 3.2 below, at the Closing
but as of the Effective Date: (i) Seller shall sell, convey,
transfer, assign and deliver to Buyer, and Buyer shall
purchase from Seller, the Purchased Business, and (ii) Buyer
shall assume all the Assumed Liabilities. Buyer and Seller
hereby agree that Buyer shall not have any rights to or
obligations under or with respect to the Excluded Assets or
the Excluded Liabilities.
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3.1.2 It is hereby agreed that the transactions contemplated
herein, are executed on a "Going Concern" and "As-Is" basis
with respect to the Purchased Business, Assumed Liabilities
and the value of the Purchased Business.
3.1.3 Notwithstanding anything to the contrary in this Agreement
and without any affect on the Effective Date, the parties
hereby undertake to cooperate and use their best efforts to
assign the Assumed Contracts and the Assumed Liabilities to
the Buyer within 12 months from the Closing Date (the
"Assignment Period").
3.1.4 During the Assignment Period and in the event that the
Parties shall mutually determine in good faith that the
consents required for the assignment of certain Assumed
Contract(s) and/or certain Assumed Liabilities either (i)
cannot be obtained, or (ii) may have an adverse affect on the
business of the Parties, or (iii) taking into account the
nature of such contracts and/or liabilities, their
termination dates, their volumes and other relevant facts -
it is not practical to engage in their formal assignment,
then (a) such Contract(s) and/or Liabilities must not be
formally assigned and assumed under Section 3.1.1 above but
the provisions of Sections 3.1.5 and 3.1.6 will apply to them
(hereinafter "UNASSIGNED ASSETS"); and (b) if Seller obtains
such missing consents at any time in the future, Buyer shall
assume such Unassigned Assets as if originally included in
the assignment under Section 3.1.1, for no additional
consideration whatsoever.
3.1.5 Any Unassigned Asset will be held in trust by Seller for the
benefit of the Buyer solely and absolutely as from the
Closing Date until such licenses and consents are obtained
for its assignment to the Buyer or until its termination or
its expiration, as the case may be, and Seller shall account
to Buyer on a quarterly basis, and shall deliver to Buyer
immediately upon receipt, any notice or other document
concerning or relating to such Unassigned Assets or copy
thereof, and Seller will permit Buyer to enforce its rights
in respect of such Unassigned Assets in the name of Seller.
Seller shall provide Buyer with an irrevocable power of
attorney to enable Buyer to take any action it finds fit with
respect to the Unassigned Assets.
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3.1.6 As of the Effective Date, Buyer shall be solely responsible
and liable for any action and/or omission and/or loss and/or
expense arising out of or in connection with the Unassigned
Assets and shall indemnify Seller, immediately upon Seller's
written demand, for any such loss, expense or damage,
sustained by Seller after the Effective Date in connection
with the Unassigned Assets. Accordingly, all the business
results of the Unassigned Assets shall belong as of the
Effective Date to the Buyer.
3.1.7 Upon Closing Seller shall grant Buyer a worldwide, perpetual,
exclusive, royalty free license for the use of the patents
and trademarks listed in SCHEDULE 3.1.7(A) and a worldwide,
perpetual, non-exclusive, royalty free license for the use of
the trademarks listed in Schedule 3.1.7(b) all in connection
with Purchased Business pursuant to a license agreement in
the form attached hereto as Schedule 3.1.7(c) (the "License")
. Buyer shall be entitled to sublicense the License to its
parent, which in turn shall be entitled to further sublicense
the License to any of its other subsidiaries at its
discretion. Notwithstanding anything to the contrary in this
Agreement, the parties hereby undertake to cooperate and use
their best efforts to convey and transfer to Buyer all of
Seller's Intellectual Property which is connected to the
Purchased Business.
3.2 CONSIDERATION.
3.2.1 In consideration of the (a) sale, transfer, assignment,
conveyance and delivery by Seller to Buyer of the Purchased
Business; and (b) the grant of the License; Buyer shall pay
Seller the amount of USD11,000,000 (Eleven Millions US
dollars) (the "PURCHASE PRICE") payable as provided for in
Section 3.2.2 hereunder.
3.2.2 Payment of Purchase Price shall be made by (a) assigning to
the account of Buyer of (i) all Seller's liabilities to Bank
Continental Ltd. as of July 1st, 2004 with effect from that
date, at the total amount of approximately USD5,440,000 and
(ii) any amount due for retirement compensation which is in
excess of the amounts that were provided for; and (b) the
balance after the aforesaid assignments will be paid in cash
by wire transfer of immediate
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available funds to an account designated by Seller not later
than 30 days from the Closing Date.
3.2.3 In further consideration of work and products orders from
customers which are binding upon such customers and currently
processed by the Seller and which are transferred under the
terms of this Agreement to Buyer (the "ORDERS"), Buyer shall
pay Seller a commission as follows:
3.2.3.1 A commission equal to 5% of all revenues derived
after the Effective Date from Orders described in
SCHEDULE 3.2.3.1;
3.2.3.2 A commission equal to 2.5% of all revenues derived
after the Effective Date from Orders described in
SCHEDULE 3.2.3.2.
Upon the recording of the aforesaid revenues in Buyer's
books, Seller shall charge Buyer for the respective
commission provided for above, which will be paid by Buyer
upon to Seller upon actual receipt of such revenues by Buyer.
3.2.4 The Purchase Price assumes that the balance of the working
capital items reflected on Seller's financial statements for
the period ending June 30th,2004 equals zero (0). If the
balance of such working capital items is higher than, or
lower than zero, the Purchase Price shall be adjusted (the
"Purchase Price Adjustment") in such a way that it will be
increased if the balance is a positive number and decreased
if the balance is a negative number, in each case by an
amount equal to the difference between zero (0) and the
actual balance of such working capital items. For purposes of
this Section 3.2.4, the balance of the working capital items
shall be the difference between (x) the value of the
inventory plus the accounts receivable that form part of the
Purchased Business, and (y) the accounts payable that form
part of the Purchased Business, as reflected on the Seller's
financial statements for the period ended June 30, 2004. The
Parties shall agree on the Purchase Price Adjustment promptly
following and on the basis of, the Seller's financial
statements for the period ending June 30th, 2004, and any
resulting payment by the Buyer, or refund by the Seller,
shall be done no later than September 1st, 2004, by wire
transfer of immediately
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available funds to an account designated in writing by the
party entitled to receive funds.
3.3 SERVICE AGREEMENT. Buyer hereby undertakes, following the closing of
the transaction, to provide corporate, financial, secretarial and
administrative services to the Seller as set forth in SCHEDULE 3.3
attached hereto (the "REQUIRED SERVICES"), for a total cost of USD
10,000 per month plus VAT at the applicable rate.
In addition to the Required Services Buyer hereby undertakes to
provide Seller, at Sellers' request, with manpower possessing the
engineering knowledge of the OrCrude technology, in consideration
for Buyer's cost plus 10%.
Either party may, at its sole discretion, terminate the Required
Services or the additional arrangements, or part thereof, at any
time by delivering a six months prior written notice to the other
party.
4. CLOSING
4.1 Closing. The closing of the transactions contemplated herein (the
"CLOSING") shall be held on July 15th, 2004 at 10:00 a.m., Israel
time, at the offices of ▇. ▇▇▇▇▇▇▇▇ & Co., or at such other place
and time otherwise agree to by the Parties hereto (the "CLOSING
DATE").
4.2 Deliveries at Closing. At the Closing the following items shall be
delivered by the parties:
4.2.1 BY BUYER. Buyer shall deliver to Seller:
4.2.1.1 Board of Directors Resolution. Copies of a validly
executed resolution of the Board of Directors of
Buyer in the form attached hereto as SCHEDULE
4.2.1.1 approving the execution and delivery by
Buyer of this Agreement and the ancillary agreements
and the performance of Buyer's obligations hereunder
and thereunder;
4.2.1.2 A duly executed Service Agreement providing for,
inter alia, the matters set forth in Section 3.3
above.
4.2.1.3 All such other documents and instruments as Seller
may reasonably request or as may be otherwise
necessary or
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desirable to evidence and effect assumption by Buyer
of the Assumed Liabilities.
4.2.2 BY SELLER. Seller shall deliver to Buyer:
4.2.2.1 Board Resolutions. A copy of validly executed
Seller's Board of Dirctors resolutions in the form
attached hereto as Schedule4.2.2.1, approving the
execution and delivery of this Agreement and the
ancillary agreements by Seller, and the performance
of Seller's obligations hereunder and thereunder;
4.2.2.2 Consents. Evidence of all the consents of third
parties and/or governmental authorities necessary to
effect the transfer and assignment to Buyer of the
Assumed Contracts;
4.2.2.3 The consents, waivers or approvals set forth in
SCHEDULE 4.2.2.3, that will have been obtained by
Seller with respect to the sale of the Purchased
Business or the consummation of the transactions
contemplated in this Agreement.
4.2.2.4 A duly executed license agreement in the form
attached hereto as SCHEDULE 3.1.7(c) with respect to
the License.
4.2.2.5 A duly executed Lease Agreement in the form attached
hereto as SCHEDULE 4.2.2.5.
4.2.2.6 A copy of validly executed Solmat Systems Ltd. Board
of Dirctors resolutions in the form attached hereto
as SCHEDULE 4.2.2.6, approving and undertaking the
sale by Solmat Systems Ltd. to Buyer of certain
rights and assets as provided for in Section 1.14
above, and expressly providing that such sale shall
be effected by OIL for and on behalf of Solmat
Systems Ltd. under and pursuant to this Agreement,
for no further consideration from Buyer to Seller or
to Solmat Systems Ltd.
4.2.2.7 All such other, assignments and other instruments of
assignment, transfer or conveyance as Buyer may
reasonably request or as may be otherwise necessary
to evidence and effect the sale, transfer,
assignment, conveyance and delivery of
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the Purchased Business and Assumed Liabilities to
Buyer that will enable Buyer actual possession
and/or control of the Purchased Business.
4.2.3 All acts and deliveries prescribed by this Section 4.2,
regarding chronological sequence, will be deemed to occur
contemporaneously and simultaneously on the occurrence of the
last act or delivery, none of which shall be effective until
the last has occurred.
5. CERTAIN COVENANTS
5.1 Employment Matters.
5.1.1 Employees. Buyer shall extend an offer to all of Seller's
employees to continue and be employed by Buyer effective from
the Effective Date and subject to Closing, with compensation,
benefits, and responsibilities identical to those under which
they were employed by Seller. The Employees who will be
employed by Buyer following Closing are collectively referred
to herein as the "ASSUMED EMPLOYEES".
5.1.2 Obligations. The employment with Seller of all Assumed
Employees will be terminated immediately prior to the
Closing, in such a way that other than payments actually due
by Seller to such Assumed Employees in consideration for
their employment until the Effective Date, including but not
limited to, salaries, social security, provisions to pension
funds, insurance policies, provisions to tax, reimbursements
of expenses etc., Buyer shall assume all other liabilities
whatsoever with respect to such Assumed Employees in
connection with their employment period with Seller prior to
the Effective Date and thereafter.
5.1.3 No Third Party Beneficiary Rights. Nothing contained in this
Agreement shall confer upon any Employee any right with
respect to continuance of employment by Buyer or Seller, nor
shall anything herein interfere with the right of Buyer or
Seller to terminate the employment of any of the Employees at
any time, with or without cause, in accordance with the
provisions of the respective employment agreement with any
such
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employee. No provision of this Agreement shall create any
third party beneficiary rights in any Employee, or any
beneficiary or dependents thereof, with respect to the
compensation, terms and conditions of employment and benefits
that may be provided to any Employee by Buyer or under any
benefit plan which Buyer may maintain.
5.2 Consents.
As soon as practicable following the date hereof, the Parties shall
commence all reasonable actions required hereunder to obtain all
applicable consents, approvals and agreements of, and to give all
notices and make all filings with, any third parties and
governmental authorities as may be necessary to authorize, approve
or permit the consummation of the transactions contemplated
hereunder. In addition, Seller undertakes to obtain all the
necessary consents and approval by Solmat Systems Ltd. for the
execution of the provisions concerning Solmat Systems Ltd.
5.3 Non-Competition
Seller undertakes that as long as it holds more than 50% of all
controlling means in Buyer's parent, it shall not compete with
Buyer's and/or Buyer's parent company's Business and accordingly
shall not engage in any business which is in the same field of the
Purchased Business and/or the Business. This undertaking shall be
deemed as an undertaking for the benefit of Ormat Technologies, Inc.
6. MISCELLANEOUS
6.1 Assignment. Neither this Agreement nor any of the rights or
obligations hereunder may be assigned by Buyer without the prior
written consent of Seller or by Seller without the prior written
consent of Buyer. Subject to the foregoing, this Agreement shall be
binding upon and inure to the benefit of the parties hereto and
their respective successors and permitted assignees with no other
person having any right, benefit or obligation hereunder.
6.2 Notices. Unless otherwise provided herein, any notice, request,
instruction or other document to be given hereunder by either party
to the other shall be in writing and delivered by telecopy or other
facsimile (with acknowledged receipt), delivered personally or
mailed by certified or registered mail, postage prepaid (and by
airmail if sent internationally), return receipt requested or by
internationally recognized courier
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(such as Federal Express or DHL) (such mailed or couriered notice to
be effective on the date such receipt is acknowledged or refused),
as follows:
If to Seller, addressed to:
Ormat industries Ltd.
Attn.:The CEO
Fax: ▇▇▇▇▇ ▇▇▇▇▇▇▇
If to Buyer, addressed to:
Ormat Systems Ltd.
Fax: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Attn: The President
or to such other place and with such other copies as either party may
designate as to itself by written notice to the other.
6.3 Choice of Law; Venue. This agreement shall be construed, interpreted
and the rights of the parties determined in accordance with the laws
of the State of Israel. Each of the parties to this Agreement
consents to the exclusive jurisdiction and venue of the competent
courts of Tel-Aviv-Jaffa over all matters arising in connection with
this Agreement.
6.4 Entire Agreement; Amendments and Waivers. This Agreement, together
with all exhibits and schedules hereto between Seller and Buyer,
constitute the entire agreement between the parties hereto
pertaining to the subject matter hereof, and supersede all prior
agreements, understandings, negotiations and discussions, whether
oral or written, between the parties hereto with respect to such
subject matter. No supplement, modification or waiver of this
Agreement shall be binding unless executed in writing by the party
to be bound thereby. No waiver of any of the provisions of this
Agreement shall be deemed or shall constitute a waiver of any other
provision hereof (whether or not similar), nor shall such waiver
constitute a continuing waiver unless otherwise expressly provided.
6.5 Multiple Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
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6.6 Invalidity. In the event that any one or more of the provisions
contained in this Agreement or in any other instrument referred to
herein shall, for any reason, be held to be invalid, illegal or
unenforceable in any respect, then to the maximum extent permitted
by law, such provision or provisions shall be judicially reformed
consistent with the parties' intentions so as to be valid, legal and
enforceable to the maximum extent possible and such invalidity,
illegality or unenforceability shall not affect any other provision
of this Agreement or any other such instrument.
6.7 Titles. The titles, captions or headings of the Sections herein are
inserted for convenience of reference only and are not intended to
be a part of or to affect the meaning or interpretation of this
Agreement.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed on their respective behalf, by their respective duly authorized
officers, in multiple originals, all as of the day and year first above written.
ORMAT INDUSTRIES LTD. ORMAT SYSTEMS LTD.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Chairman of ▇▇▇▇ ▇▇▇▇▇▇, V.P. Contract
the Board Administrator
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SCHEDULE 1.9
EXCLUDED ASSETS
Shares and Shareholder loans in OPTI Technologies BV, a Dutch company
Shares of and receivable from Ormat Investments Ltd., an Israeli company
Shares of Solmat Systems Ltd., an Israeli company and its payable to its parent
Shares of Bet Shemesh Engines Ltd, an Israeli company
Shares of Bet Shemesh Holdings Ltd, an Israeli company
Shares of Ormat Industries Ltd, an Israeli company
Shares OrTaas Ltd., an Israeli company
Shares of Orbotech Ltd., an Israeli company
Shares of OrAd Hi Tech Systems Ltd., an Israeli company
Shares of Caspit Telecom (1984) Ltd., an Israeli company
Shares of Guardian On Board Ltd., an Israeli company
Shares of Orlake Inc., a Canadian Company
Shares of Ormat Technologies Inc., a Delaware corporation
Shareholders loans to Ormat Technologies Inc.
Capital Note from Ormat Technologies Inc.
All the Intellectual Property related to the upgrading of heavy fuel
Investment in Polaris Fund
Investment in SKF TUC Fund
Investment in Peace Fund
All Land and buildings
All cash and cash equivalent as of June 30, 2004
All short term cash investments
Deferred tax assets and any receivable from any tax authority
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SCHEDULE 1.11
EXCLUDED LIABILITIES AS AT JUNE 30, 2004
LIABILITIES TO BE RETAINED BY ORMAT INDUSTRIES LTD:
Bank payable
Debentures (series no. 9) issued December 21st, 2003 - principle and interest
Convertible Debentures (series no. 7 & 8) issued on May 28th, 2002 and June 5th,
2003, respectively, - principle and interest
Dividend payable
Deferred tax liabilities
Income tax payables
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SCHEDULE 1.11A
EXCLUDED CONTRACTS
Any and all contracts between Seller and any entity listed on schedule 1.9.
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SCHEDULE 1.15A
EXCLUDED IP - PATENTS
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SCHEDULE 1.15B
EXCLUDED IP - PATENT APPLICATIONS
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SCHEDULE 1.15C
EXCLUDED IP - TRADEMARKS
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ORMAT
FILE NO OWNER TITLE CLASS FILING NO. FILING DATE REG. DATE REG. NO COUNTRY
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ORMT24 & 25 OPTI BV ORCRUDE 4 75/669367 26/03/1999 23/03/2004 2824234 US
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ORMT24 OPTI BV ORCRUDE 16 821722182 10/06/1999 16/09/2003 821722182 BR
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ORMT24 OPTI BV ORCRUDE 7 821722190 10/06/1999 03/04/2004 821722190 BR
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ORMT24 OPTI BV ORCRUDE 1018487 10/06/1999 19/11/2003 595183 CA
-------------------------------------------------------------------------------------------------------------------------
ORMT24 OPTI BV ORCRUDE 7 124634 17/12/1998 06/09/2000 124634 IL
-------------------------------------------------------------------------------------------------------------------------
ORMT24 OPTI BV ORCRUDE 4 10116-99 11/06/1999 28/09/2000 P224181 VE
-------------------------------------------------------------------------------------------------------------------------
ORMT24 OPTI BV ORCRUDE 7 1011799 11/06/1999 22/11/2000 P229270 VE
-------------------------------------------------------------------------------------------------------------------------
ORMT25 OPTI ORCRUDE 4 124633 17/12/1998 07/02/2000 124633 IL
=========================================================================================================================
ORMT26 & 27 OPTI BV ORFUEL 4,7 75/740825 30/06/1999 23/03/2004 2824240 US
-------------------------------------------------------------------------------------------------------------------------
ORMT26 OPTI ORFUEL 4,7 1020759 30/06/1999 30/07/2003 586229 CA
-------------------------------------------------------------------------------------------------------------------------
ORMT26 OPTI ORFUEL 7 124907 30/12/1998 06/09/2002 124907 IL
-------------------------------------------------------------------------------------------------------------------------
ORMT27 OPTI BV ORFUEL 4 124906 30/12/1998 07/02/2000 124906 IL
=========================================================================================================================
ORMT34 OIL ORSWEET 4,7 1002724 21/12/2001 01/10/2003 731417 BX
-------------------------------------------------------------------------------------------------------------------------
ORMT28 OIL ORSHIELD 9 140486 31/07/2000 04/12/2001 140486 IL
-------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
ORMAT FILE NO OWNER TITLE FILING NO. FILING DATE REG. DATE REG. NO COUNTRY
---------------------------------------------------------------------------------------------------------------
OMTM01 OIL ORMAT 359395 11/05/1970 31/08/1971 919284 US
---------------------------------------------------------------------------------------------------------------
OMTM02 OIL DEVICE 361506 02/06/1970 22/08/1972 941316 US
---------------------------------------------------------------------------------------------------------------
ORMT11a OIL GREENERGY 76/496811 13/03/2003 18/05/2004 2842539 US
(actual use)
===============================================================================================================
ORMT19 OIL ECO-LOGICAL 10-72036 24/08/1998 12/11/1999 4333806 JP
===============================================================================================================
ORMT20 OIL ECO-LOGIC 75-439124 23/02/1998 25/03/2003 2700628 US
---------------------------------------------------------------------------------------------------------------
ORMT20 OIL ECO-LOGIC 121796 19/08/1998 05/01/2000 121796 IL
---------------------------------------------------------------------------------------------------------------
-22-
SCHEDULE 1.15D
EXCLUDED IP - TRADEMARKS APPLICATIONS
---------------------------------------------------------------------------------------------------------------
ORMAT
FILE NO OWNER TITLE CLASS FILING NO. FILING DATE REG. DATE REG. NO COUNTRY
---------------------------------------------------------------------------------------------------------------
ORMT25 OPTI BV ORCRUDE ▇ ▇▇▇▇▇▇▇▇▇ ######### BR
---------------------------------------------------------------------------------------------------------------
ORMT34 OIL ORSWEET 4,11 76/423732 ######### US
---------------------------------------------------------------------------------------------------------------
ORMT34 OIL ORSWEET 1134688 ######### CA
---------------------------------------------------------------------------------------------------------------
-23-
SCHEDULE 3.2.2.1
WORK AND PRODUCT ORDERS
--------------------------------------------------------
WORK/PRODUCT ORDER TASK NO.
--------------------------------------------------------
--------------------------------------------------------
--------------------------------------------------------
--------------------------------------------------------
--------------------------------------------------------
THE SUPPLY CONTRACT BETWEEN TPC AND 5479
OIL DATED 23-AUG-02
MOKAI II PROJECT
--------------------------------------------------------
--------------------------------------------------------
THE SUPPLY CONTRACT BETWEEN CONTACT 5703
ENERGY LIMITED AND OIL DATED
09-OCT-03
WAIRAKEI PROJECT
--------------------------------------------------------
-24-
SCHEDULE 3.2.2.2
WORK AND PRODUCT ORDERS
--------------------------------------------------------
WORK/PRODUCT ORDER TASK NO.
--------------------------------------------------------
--------------------------------------------------------
--------------------------------------------------------
--------------------------------------------------------
--------------------------------------------------------
SUPPLY ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇
AND OIL DATED 14-AUG-03
AYDIN SALAVATLI PROJECT
--------------------------------------------------------
--------------------------------------------------------
P.O. DATED 30-APR-04 FOR SUPPLY OF 5909
OEC BETWEEN
OPTI CANADA INC AND OIL
--------------------------------------------------------
--------------------------------------------------------
GENERAL DYNAMICS - P.O. FOR SUPPLY 5887
OF 56 ALTERNATORS DATED 10-MAR-04
--------------------------------------------------------
--------------------------------------------------------
NIMDA - P.O. FOR SUPPLY OF 5895
ALTERNATORS+REGULATORS DATED
25-MAR-04
--------------------------------------------------------
-25-
SCHEDULE 4.2.2.3
CONSENTS, WAIVERS OR APPROVALS OBTAINED BY ORMAT INDUSTRIES LTD:
1. Office of the Chief Scientist
2. Ministry of Industry and Trade's Investment Centre
3. Banking Institutions holding a floating charge on the assets of Ormat
Industries Ltd:
(i) Bank Hapoalim BM.
(ii) Bank Leumi BM.
(iii) Israel Discount Bank
(iv) United Mizrachi Bank Ltd.
(v) Industrial Development Bank of Israel
