EXECUTION COPY
	 

	 
		 
	 

	 
		
		  
		  

		
 
 

	 
		AGREEMENT FOR PURCHASE OF MEMBERSHIP
		INTERESTS
	 

	 
		 
	 

	 
		in
	 

	 
		 
	 

	 
		OPC LLC 
	 

	 
		 
	 

	 
		 
	 

	 
		by and among
	 

	 
		 
	 

	 
		 
	 

	 
		ORMAT NEVADA, INC., 
	 

	 
		 
	 

	 
		 
	 

	 
		MORGAN STANLEY GEOTHERMAL LLC
	 

	 
		 
	 

	 
		and
	 

	 
		 
	 

	 
		LEHMAN-OPC LLC
	 

	 
		
		  
		  

		
 
 

	 
		 
	 



	 
	 

	 

	 
		TABLE OF CONTENTS
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  Page
				

			 	 
	
				
				  ARTICLE 1 
				

			 	
				
				  DEFINED TERMS
				

			 	
				
				  1
				

			 	 
	
				
				  1.1 
				

			 	
				
				  Defined Terms
				

			 	
				
				  1
				

			 	
				
				   
				

			 
	
				
				  ARTICLE 2 
				

			 	
				
				  SALE AND PURCHASE OF MEMBERSHIP
				  INTEREST
				

			 	
				
				  1
				

			 	
				
				   
				

			 
	
				
				  2.1 
				

			 	
				
				  Agreement to Sell and Buy
				

			 	
				
				  1
				

			 	
				
				   
				

			 
	
				
				  2.2 
				

			 	
				
				  Purchase Price
				

			 	
				
				  1
				

			 	
				
				   
				

			 
	
				
				  2.3 
				

			 	
				
				  Initial Closing
				

			 	
				
				  2
				

			 	
				
				   
				

			 
	
				
				  2.4 
				

			 	
				
				  Galena 3 Closing
				

			 	
				
				  2
				

			 	
				
				   
				

			 
	
				
				  2.5 
				

			 	
				
				  No Obligation of Seller with Respect
				  to Galena 3
				

			 	
				
				  2
				

			 	
				
				   
				

			 
	
				
				  2.6 
				

			 	
				
				  Conditions Precedent to the
				  Obligations of Purchasers in Connection with the Initial Closing
				

			 	
				
				  3
				

			 	
				
				   
				

			 
	
				
				  2.7
				

			 	
				
				  Conditions Precedent to the
				  Obligations of Seller in Connection with the Initial Closing
				

			 	
				
				  4
				

			 	
				
				   
				

			 
	
				
				  2.8
				

			 	
				
				  Conditions Precedent to the
				  Obligations of Purchasers in Connection with Galena 3 Closing
				

			 	
				
				  5
				

			 	
				
				   
				

			 
	
				
				  2.9 
				

			 	
				
				  Conditions Precedent to the
				  Obligations of Seller in Connection with Galena 3 Closing
				

			 	
				
				  6
				

			 	
				
				   
				

			 
	
				
				  ARTICLE 3 
				

			 	
				
				  REPRESENTATIONS AND
				  WARRANTIES
				

			 	
				
				  7
				

			 	
				
				   
				

			 
	
				
				  3.1 
				

			 	
				
				  Representations and Warranties of
				  Seller
				

			 	
				
				  7
				

			 	
				
				   
				

			 
	
				
				  3.2 
				

			 	
				
				  Representations and Warranties of
				  Purchasers
				

			 	
				
				  19
				

			 	
				
				   
				

			 
	
				
				  3.3 
				

			 	
				
				  No Other Seller
				  Representations
				

			 	
				
				  21
				

			 	
				
				   
				

			 
	
				
				  ARTICLE 4 
				

			 	
				
				  CERTAIN OTHER REPRESENTATIONS,
				  WARRANTIES AND COVENANTS
				

			 	
				
				  21
				

			 	
				
				   
				

			 
	
				
				  4.1 
				

			 	
				
				  Geothermal Matters
				

			 	
				
				  21
				

			 	
				
				   
				

			 
	
				
				  4.2 
				

			 	
				
				  Confidentiality
				

			 	
				
				  21
				

			 	
				
				   
				

			 
	
				
				  4.3 
				

			 	
				
				  Access to Information
				

			 	
				
				  22
				

			 	
				
				   
				

			 
	
				
				  4.4 
				

			 	
				
				  Regulatory Matters
				

			 	
				
				  22
				

			 	
				
				   
				

			 
	
				
				  4.5 
				

			 	
				
				  Post Closing Deliverables
				

			 	
				
				  22
				

			 	
				
				   
				

			 
	
				
				  ARTICLE 5 
				

			 	
				
				  [RESERVED]
				

			 	
				
				  23
				

			 	
				
				   
				

			 
	
				
				  ARTICLE 6 
				

			 	
				
				  INDEMNIFICATION
				

			 	
				
				  23
				

			 	
				
				   
				

			 
	
				
				  6.1 
				

			 	
				
				  Indemnification
				

			 	
				
				  23
				

			 	
				
				   
				

			 
	
				
				  6.2 
				

			 	
				
				  Direct Claims
				

			 	
				
				  23
				

			 	
				
				   
				

			 
	
				
				  6.3 
				

			 	
				
				  Third Party Claims
				

			 	
				
				  24
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
		 
	 

	 
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				  Page
				

			 
	
				
				  6.4 
				

			 	
				
				  After-Tax Basis
				

			 	
				
				  25
				

			 
	
				
				  6.5 
				

			 	
				
				  No Duplication
				

			 	
				
				  25
				

			 
	
				
				  6.6 
				

			 	
				
				  Sole Remedy
				

			 	
				
				  26
				

			 
	
				
				  6.7 
				

			 	
				
				  Survival
				

			 	
				
				  26
				

			 
	
				
				  6.8 
				

			 	
				
				  Final Date for Assertion of
				  Indemnity Claims
				

			 	
				
				  26
				

			 
	
				
				  6.9 
				

			 	
				
				  Mitigation and Limitations on
				  Losses
				

			 	
				
				  27
				

			 
	
				
				  6.10 
				

			 	
				
				  Payment of Indemnification
				  Claims
				

			 	
				
				  27
				

			 
	
				
				  ARTICLE 7 
				

			 	
				
				  GENERAL PROVISIONS
				

			 	
				
				  27
				

			 
	
				
				  7.1 
				

			 	
				
				  Exhibits and Schedules
				

			 	
				
				  27
				

			 
	
				
				  7.2 
				

			 	
				
				  Disclosure Schedules
				

			 	
				
				  27
				

			 
	
				
				  7.3 
				

			 	
				
				  Amendment, Modification and
				  Waiver
				

			 	
				
				  28
				

			 
	
				
				  7.4 
				

			 	
				
				  Severability
				

			 	
				
				  28
				

			 
	
				
				  7.5 
				

			 	
				
				  Expenses
				

			 	
				
				  28
				

			 
	
				
				  7.6 
				

			 	
				
				  Parties in Interest
				

			 	
				
				  28
				

			 
	
				
				  7.7 
				

			 	
				
				  Notices
				

			 	
				
				  28
				

			 
	
				
				  7.8 
				

			 	
				
				  Counterparts
				

			 	
				
				  30
				

			 
	
				
				  7.9 
				

			 	
				
				  Entire Agreement
				

			 	
				
				  30
				

			 
	
				
				  7.10 
				

			 	
				
				  Governing Law; Choice of Forum;
				  Waiver of Jury Trial
				

			 	
				
				  30
				

			 
	
				
				  7.11 
				

			 	
				
				  Public Announcements
				

			 	
				
				  30
				

			 
	
				
				  7.12 
				

			 	
				
				  Assignment
				

			 	
				
				  30
				

			 
	
				
				  7.13 
				

			 	
				
				  Relationship of Parties
				

			 	
				
				  31
				

			 
	
				
				  7.14 
				

			 	
				
				  Intent of the Parties
				

			 	
				
				  31
				

			 

 

	 
		 
	 

	 
		 
	 

	 
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				  Annex I
				

			 	
				
				  Definitions
				

			 

 

	 
		 
	 

	 
		Exhibits:
	 

	 
			
				
				   Exhibit A 
				

			 	
				
				  [Reserved]
				

			 
	
				
				  Exhibit B 
				

			 	
				
				  [Reserved]
				

			 
	
				
				  Exhibit C 
				

			 	
				
				  Company LLC Agreement
				

			 
	
				
				  Exhibit D
				

			 	
				
				   Form of Management Services
				  Agreement
				

			 
	
				
				  Exhibit E
				

			 	
				
				   Operation and Maintenance
				  Agreements
				

			 

 

	 
		 
	 

	 
		Schedules:
	 

	 
			
				
				   Schedule 1 
				

			 	
				
				  Project Companies and
				  Projects
				

			 
	
				
				  Schedule 2.2(b)(ii) 
				

			 	
				
				  Galena 3 Purchase Price Adjustment
				  Example
				

			 
	
				
				  Schedule 3.1(a)(v) 
				

			 	
				
				  Absence of Litigation
				

			 
	
				
				  Schedule 3.1(a)(vii) 
				

			 	
				
				  Sufficiency of Assets
				

			 
	
				
				  Schedule 3.1(a)(x) 
				

			 	
				
				  Interim Financials
				

			 
	
				
				  Schedule 3.1(a)(xii) 
				

			 	
				
				  Compliance with Applicable
				  Law
				

			 
	
				
				  Schedule 3.1(a)(xiii) 
				

			 	
				
				  Environmental Matters
				

			 
	
				
				  Schedule 3.1(a)(xiv) 
				

			 	
				
				  Permits
				

			 
	
				
				  Schedule 3.1(a)(xv) 
				

			 	
				
				  Insurance
				

			 
	
				
				  Schedule 3.1(a)(xvi) 
				

			 	
				
				  Real Property
				

			 
	
				
				  Schedule 3.1(a)(xvii) 
				

			 	
				
				  Personal Property
				

			 
	
				
				  Schedule 3.1(a)(xviii) 
				

			 	
				
				  Liens
				

			 
	
				
				  Schedule 3.1(a)(xix) 
				

			 	
				
				  Material Contracts
				

			 
	
				
				  Schedule 3.1(a)(xxi) 
				

			 	
				
				  Affiliate Transactions
				

			 
	
				
				  Schedule 3.1(a)(xxii)
				

			 	
				
				   Completion
				

			 
	
				
				  Schedule 3.1(a)(xxviii) 

				

			 	
				
				  Background Materials
				

			 
	
				
				  Schedule 3.1(b)(viii) 
				

			 	
				
				  ORNI 14 Financial Information

				

			 
	
				
				  Schedule 3.1(b)(ix) 
				

			 	
				
				  ORNI 14 Compliance with Applicable
				  Law
				

			 
	
				
				  Schedule 3.1(b)(x) 
				

			 	
				
				  ORNI 14 Environmental Matters

				

			 
	
				
				  Schedule 3.1(b)(xi) 
				

			 	
				
				  ORNI 14 Permits
				

			 
	
				
				  Schedule 3.1(b)(xii) 
				

			 	
				
				  ORNI 14 Insurance
				

			 
	
				
				  Schedule 3.1(b)(xiii) 
				

			 	
				
				  ORNI 14 Real Property
				

			 
	
				
				  Schedule 3.1(b)(xiv) 
				

			 	
				
				  ORNI 14 Personal Property
				

			 
	
				
				  Schedule 3.1(b)(xv) 
				

			 	
				
				  ORNI 14 Liens
				

			 
	
				
				  Schedule 3.1(b)(xvi) 
				

			 	
				
				  ORNI 14 Material Contracts
				

			 
	
				
				  Schedule 3.1(b)(xviii) 
				

			 	
				
				  ORNI 14 Affiliate
				  Transactions
				

			 
	
				
				  Schedule 3.1(b)(xix) 
				

			 	
				
				  ORNI 14 Completion
				

			 
	
				
				  Schedule 3.1(b)(xxiv) 
				

			 	
				
				  ORNI 14 Background Materials
				

			 

 

	 
		 
	 

	 
		 
	 

	 
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		AGREEMENT FOR PURCHASE OF MEMBERSHIP
		INTERESTS
	 

	 
		This Agreement is made and entered into as
		of June 7, 2007 by and among Morgan Stanley Geothermal LLC, a Delaware
		limited liability company (“Morgan
		Stanley Purchaser Entity”) and
		Lehman-OPC LLC, a Delaware limited liability company (“Lehman Brothers Purchaser Entity”, and together with Morgan Stanley Purchaser
		Entity, the “Purchasers”) and Ormat Nevada, Inc., a Delaware corporation
		(“Seller”), for the sale by the Seller to the Purchasers of
		all of the Class B Membership Interests (as defined below) of OPC LLC, a
		Delaware limited liability company (the “Company”).
	 

	 
		In consideration of the respective
		representations, warranties, covenants, agreements, and conditions hereinafter
		set forth, and other good and valuable consideration, the sufficiency of which
		is hereby acknowledged, the Parties hereto hereby agree as follows:
	 

	 
		ARTICLE 1
	 

	 
		DEFINED TERMS
	 

	 
		1.1 Defined Terms. Capitalized
		terms used but not otherwise defined herein shall have the meanings given such
		terms in Annex I hereto, and the rules of interpretation set forth in
		Annex I hereto shall apply to this Agreement.
	 

	 
		ARTICLE 2
	 

	 
		SALE AND PURCHASE OF MEMBERSHIP
		INTEREST
	 

	 
		2.1 Agreement to Sell and Buy. Upon the terms
		and subject to the conditions set forth in this Agreement, Seller shall sell,
		assign, transfer and deliver to Purchasers on the Initial Closing Date, and
		each Purchaser shall severally and not jointly purchase on the Initial Closing
		Date, such Class B Membership Interests in the Company set forth opposite
		each Purchaser’s name on Schedule 2.1 hereto, for the aggregate
		consideration in Section 2.2.
	 

	 
		2.2 Purchase Price. The aggregate
		purchase price (the “Purchase
		Price”) for the Class B
		Membership Interests being purchased under this Agreement will be:
	 

	 
		(a) Initial Closing Payment: a payment on
		the Initial Closing Date comprised of a payment by (x) the Morgan Stanley
		Purchaser Entity of $50,260,000 and (y) the Lehman Brothers Inc. Purchaser
		Entity of $21,540,000 (collectively, the “Initial Closing Payment”), in each case made by wire transfer of
		immediately available United States dollars to such account or accounts as
		Seller may designate in a written notice given to Purchasers not later than two
		Business Days before the Initial Closing Date.
	 

	 
		(b) Galena 3 Closing Payment: 
	 

	 
		(i) a payment on the Galena 3 Closing Date
		in the aggregate amount currently estimated to be $46,600,000 comprised of a
		payment by (x) the Morgan Stanley Purchaser Entity of an amount currently
		estimated to be $32,620,000, and (y) the Lehman Brothers Inc. Purchaser
		Entity of an amount currently estimated to be $13,980,000, and subject to
		adjustment as provided in Section 2.2(b)(ii) below (the
		“Galena 3 Closing 
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		Payment”), in each case made by wire transfer of
		immediately available United States dollars to such account or accounts as
		Seller may designate in a written notice given to Purchasers not later than two
		Business Days before the Galena 3 Closing Date.
	 

	 
		(ii) immediately prior to the Galena 3
		Closing Date, the Base Case Model will be rerun, on the same basis and using
		the same methodology and principles as were used to prepare the Base Case
		Model, to determine the actual Galena 3 Closing Payment, but revised to reflect
		(i) the actual Galena 3 Commercial Operations Date, (ii) the
		appraised fair market value of the Galena 3 Project and the adjusted
		depreciation deduction resulting therefrom, and (iii) any change in
		allocation ratios if the IRS has announced a “safe harbor” for
		partnership flip transactions before the Galena 3 Closing Date that requires
		such a shift. The revised Base Case Model will then be used to determine an
		adjustment to the Galena 3 Closing Payment, which when considering the timing
		of such payments will leave the Purchasers with the same Target Internal Rate
		of Return (as defined in the Company LLC Agreement) projected on the Initial
		Closing Date assuming no other change in the Base Case Model. The adjustment
		will be treated as an adjustment to the purchase price for the Class B
		Membership Interests. Attached as Schedule 2.2(b)(ii) is a sample pro
		forma showing examples of the purchase price adjustment set forth above.

	 

	 
		2.3
		Initial
		Closing. The initial
		closing of the purchase and sale of the Class B Membership Interests (the
		“Initial Closing”)
		will take place (i) at the offices of Chadbourne & Parke LLP in New
		York, New York at 10:00 a.m. (Eastern time) (the “Effective Time”) on the date (the “Initial Closing Date”) upon which all of the conditions in
		Section 2.6 and Section 2.7 have either been satisfied or, in the
		case of conditions not satisfied, waived in writing by the Party entitled to
		the benefit of such conditions or (ii) at such other place and time as
		Purchasers and Seller may agree in writing but not later than June 30,
		2007, subject to one 30-day extension, by mutual agreement of the Parties. The
		rights and obligations of the Parties hereunder and under the documents
		delivered pursuant to Section 2.6 and Section 2.7 shall not take
		effect until the Effective Time and such documents shall be of no force and
		effect until the Initial Closing is consummated.
	 

	 
		2.4
		Galena 3
		Closing. The Galena 3
		Closing will take place (i) at the offices of Chadbourne & Parke LLP
		in New York, New York at 10:00 a.m. (Eastern time) (the “Galena 3 Effective Time”) on the date (the “Galena 3 Closing Date”) upon which all of the conditions in
		Section 2.8 and Section 2.9 have either been satisfied or, in the
		case of conditions not satisfied, waived in writing by the Party entitled to
		the benefit of such conditions or (ii) at such other place and time as
		Purchasers and Seller may agree in writing but not later than April 30,
		2008, subject to one 30-day extension, by mutual agreement of the
		Parties.
	 

	 
		2.5
		No Obligation of Seller with
		Respect to Galena 3.
		Purchasers acknowledge that while Seller has advised Purchasers of its
		present intention to construct the Galena 3 Project, Seller and its Affiliates
		shall be entitled to pursue, direct and make decisions regarding the
		development of the Galena 3 Project in their sole discretion, and that neither
		Seller nor any of its Affiliates shall be obligated to construct the Galena 3
		Project. However, notwithstanding the foregoing, if Seller or its Affiliates do
		complete the construction of the Galena 3 Project prior to April 30, 2008,
		Seller is obligated to convey its membership interests in ORNI 14 to the
		Company in accordance with the terms of this Agreement.
	 

	 
		 
	 

	 
		 
	 

	 
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		2.6 Conditions Precedent to the Obligations of Purchasers in
		Connection with the Initial Closing.
	 

	 
		The obligations of Purchasers to consummate
		the Initial Closing will be subject to the satisfaction or waiver by Purchasers
		of each of the conditions set forth below:
	 

	 
		(a) Each of the representations and
		warranties of Seller in Section 3.1(a) of this Agreement shall be true and
		correct in all material respects as of the Initial Closing Date (other than
		those qualified by a reference to materiality or Material Adverse Effect, which
		representations and warranties shall be true and correct in all
		respects).
	 

	 
		(b) All consents, approvals and filings
		required to be obtained or made by Seller to execute, deliver and perform the
		Transaction Documents to which it is a party shall have been obtained or made
		and shall be in full force and effect as of the Effective Time. 
	 

	 
		(c) Seller shall have delivered to
		Purchasers a legal opinion of Chadbourne & Parke LLP, outside counsel to
		Seller, Manager, the Operator, the Company and the Project Companies, in form
		and substance reasonably satisfactory to Purchasers.
	 

	 
		(d) There shall not be any injunction,
		judgment, order, decree or ruling in effect or pending that would prevent or
		inhibit consummation of the transactions contemplated by the Transaction
		Documents, and no action, complaint, investigation, suit or other proceeding
		shall be threatened or instituted by any private party or Governmental
		Authority, and remain pending at what would otherwise be the Initial Closing
		Date, which (a) restrains or prohibits or otherwise challenges the
		performance of the obligations of the Parties, or (b) seeks material
		damages or penalties in relation to such obligations.
	 

	 
		(e) Purchasers shall have received copies of
		all Material Contracts.
	 

	 
		(f) (i) Purchasers shall have received a
		copy of a title policy with respect to the Desert Peak 2 Project with a policy
		limit of $33,000,000, with endorsements substantially similar to those provided
		in the Steamboat Hills Title Policy (as defined below) (the
		“Desert Peak 2 Title
		Policy”), each of which shall be
		in form and substance reasonably satisfactory to Purchasers, and no other
		changes; and (ii) Purchasers shall have received a copy of a title policy
		with respect to the Galena 2 Project and the Steamboat Hills Project with a
		policy limit of $64,000,000, with endorsements as set forth in the pro forma
		title policy insurance issued by First American Title Insurance Company
		No. NCS-91388-RENO (the “Steamboat Hills Title Policy”), each of which shall be in form and substance
		reasonably satisfactory to Purchasers, and no other changes.
	 

	 
		(g) Seller shall have delivered to
		Purchasers an officer’s certificate of an authorized officer of Seller
		(i) certifying that each of the conditions set forth in Section 2.7
		have been fulfilled to the satisfaction of Seller or have been waived by the
		Seller, (ii) certifying that each of the representations and warranties
		set forth in Section 3.1 are true and correct in all material respects as
		of the Initial Closing Date (other than those qualified by a reference to
		materiality or Material Adverse Effect, which representations and warranties
		shall be true and correct in all other respects); and (iii) attaching
		true, accurate and complete copies of the Organizational Documents of each of
		Seller, the Company and the Project Companies and 
	 

	 
		 
	 

	 
		 
	 

	 
		-3-
	 

	 
		 
	 



	 
	 

	 

	 
		resolutions of each of the Seller, the
		Company and the Project Companies authorizing the execution of the Transaction
		Documents to which it is a party.
	 

	 
		(h) Seller shall have delivered to
		Purchasers a certificate of incumbency from the secretary or assistant
		secretary of each of Seller, the Operator, the Manager and the Company as to
		the officers of Seller, the Operator, the Manager and the Company who sign the
		Transaction Documents on behalf of each of them.
	 

	 
		(i) The Company LLC Agreement shall have
		been duly executed by Seller and delivered to Purchasers.
	 

	 
		(j) Seller shall have delivered an affidavit
		of non-foreign status that complies with Section 1445 of the Code, duly
		executed by Seller.
	 

	 
		(k) The Management Services Agreement shall
		have been duly executed by Seller and the Company.
	 

	 
		(l) Operation and Maintenance Agreements
		shall have been duly executed by Seller and each Project Company.
	 

	 
		(m) Seller shall have delivered to
		Purchasers good standing certificates and certificates of good standing as to
		foreign corporations/limited liability companies for each of Seller, the
		Company and the Project Companies.
	 

	 
		(n) Seller shall have delivered to
		Purchasers the certificates of Class B Membership Interests together with
		duly executed transfer instruments.
	 

	 
		(o) Seller shall have delivered to
		Purchasers a duly executed Assignment Agreement with respect to the assignment
		of the Class B Membership Interests.
	 

	 
		2.7
		Conditions Precedent to the
		Obligations of Seller in Connection with the Initial Closing.
	 

	 
		The obligations of Seller to consummate the
		Initial Closing will be subject to the satisfaction or waiver by Seller of each
		of the conditions set forth below:
	 

	 
		(a) Each Purchaser shall have severally paid
		to Seller the payment amount constituting its portion of the Initial Closing
		Payment in the manner set forth in Section 2.2(a).
	 

	 
		(b) Each of the representations and
		warranties of Purchasers in Section 3.2 of this Agreement shall be true
		and correct in all material respects as of the Initial Closing Date (other than
		those qualified by a reference to materiality or Material Adverse Effect, which
		representations and warranties shall be true and correct in all respects).
		
	 

	 
		(c) All consents, approvals and filings
		required to be obtained or made by each Purchaser to execute, deliver and
		perform the Transaction Documents to which such entity is a party shall have
		been obtained or made and shall be in full force and effect as of the Effective
		Time. 
	 

	 
		 
	 

	 
		 
	 

	 
		-4-
	 

	 
		 
	 



	 
	 

	 

	 
		(d) Purchasers shall have delivered to
		Seller a legal opinion of Nixon Peabody LLP, outside counsel to Purchasers, in
		form and substance reasonably satisfactory to Seller.
	 

	 
		(e) Each Purchaser shall have delivered to
		Seller an officer’s certificate of an authorized officer of such Purchaser
		(i) certifying that each of the conditions set forth in Section 2.6
		have been fulfilled to the satisfaction of such Purchaser or have been waived
		by such Purchaser, (ii) certifying that each of the representations and
		warranties set forth in Section 3.2 are true and correct in all material
		respects as of the Initial Closing Date (other than those qualified by a
		reference to materiality or Material Adverse Effect, which representations and
		warranties shall be true and correct in all respects); and (iii) attaching
		true, accurate and complete copies of the Organizational Documents of such
		Purchaser and resolutions of such Purchaser authorizing the execution of the
		Transaction Documents to which it is a party.
	 

	 
		(f) Each Purchaser shall have delivered to
		Seller certificates of incumbency from the secretary or assistant secretary of
		such Purchaser as to the officers of such Purchaser who sign the Transaction
		Documents on behalf of such Purchaser.
	 

	 
		(g) The Company LLC Agreement shall have
		been duly executed by each Purchaser and delivered to Seller.
	 

	 
		(h) Each Purchaser shall have delivered to
		Seller a good standing certificate and certificates of good standing as to
		foreign corporations/limited liability companies.
	 

	 
		2.8
		Conditions Precedent to the
		Obligations of Purchasers in Connection with Galena 3 Closing.
	 

	 
		The obligations of Purchasers to consummate
		the Galena 3 Closing will be subject to the satisfaction or waiver by
		Purchasers of each of the conditions set forth below:
	 

	 
		(a) Each of the representations and
		warranties of Seller in Section 3.1(b) of this Agreement shall be true and
		correct in all material respects as of the Galena 3 Closing Date (other than
		those qualified by a reference to materiality or Material Adverse Effect, which
		representations and warranties shall be true and correct in all respects).
		
	 

	 
		(b) All consents, approvals and filings
		required to be obtained or made by Seller to execute, deliver and perform the
		Transaction Documents required to be executed and delivered on the Galena 3
		Closing Date to which it is a party shall have been obtained or made and shall
		be in full force and effect as of the Galena 3 Effective Time. 
	 

	 
		(c) Seller shall have delivered to
		Purchasers a legal opinion of Chadbourne & Parke LLP, outside counsel to
		Seller and ORNI 14, in form and substance reasonably satisfactory to
		Purchasers. 
	 

	 
		(d) There shall not be any injunction,
		judgment, order, decree or ruling in effect or pending that would prevent or
		inhibit consummation of the transactions contemplated by the Transaction
		Documents, and no action, complaint, investigation, suit or other proceeding
		shall be threatened or instituted by any private party or Governmental
		Authority and remain pending, at what would otherwise be the Initial closing
		Date, which (a) restrains or prohibits or 
	 

	 
		 
	 

	 
		 
	 

	 
		-5-
	 

	 
		 
	 



	 
	 

	 

	 
		otherwise challenges the performance of the
		obligations of the Parties, or (b) seeks material damages or penalties in
		relation to such obligations or transactions.
	 

	 
		(e) Purchasers shall have received copies of
		all Material Contracts to which ORNI 14 is party.
	 

	 
		(f) Purchasers shall have received a copy of
		a title policy with respect to the Galena 3 Project with a policy limit of
		$56,000,000, with endorsements substantially similar to those provided in the
		Steamboat Hills Title Policy, each of which shall be in form and substance
		reasonably satisfactory to Purchasers, and no other changes.
	 

	 
		(g) Seller shall have delivered to
		Purchasers an officer’s certificate of an authorized officer of Seller
		(i) certifying that each of the conditions set forth in Section 2.9
		have been fulfilled to the satisfaction of Seller or have been waived by
		Seller, (ii) certifying that each of the representations and warranties
		set forth in Section 3.1 are true and correct in all material respects as
		of the Galena 3 Closing Date (other than those qualified by a reference to
		materiality or Material Adverse Effect, which representations and warranties
		shall be true and correct in all respects); and (iii) attaching true,
		accurate and complete copies of the Organizational Documents of ORNI 14 and
		resolutions of each of Seller and ORNI 14 authorizing the execution of the
		Transaction Documents to which it is a party. 
	 

	 
		(h) Seller shall have delivered to
		Purchasers a certificate of incumbency from the secretary or assistant
		secretary of ORNI 14 as to the officers of ORNI 14 who sign the Transaction
		Documents on behalf of ORNI 14.
	 

	 
		(i) Seller shall have delivered an affidavit
		of non-foreign status that complies with Section 1445 of the Code, duly
		executed by Seller.
	 

	 
		(j) Seller shall have delivered to
		Purchasers good standing certificates and certificates of good standing as to
		foreign corporations/limited liability companies, for each of Seller, the
		Company and ORNI 14.
	 

	 
		(k) Seller shall have delivered a
		certificate from the Independent Engineer confirming that the Galena 3 Project
		has reached substantial completion.
	 

	 
		2.9
		Conditions Precedent to the
		Obligations of Seller in Connection with Galena 3 Closing.
	 

	 
		The obligations of Seller to consummate the
		Galena 3 Closing will be subject to the satisfaction or waiver by Seller of
		each of the conditions set forth below:
	 

	 
		(a) Each Purchaser shall have severally paid
		to Seller the payment amount constituting its portion of the Galena 3 Closing
		Payment in the manner set forth in Section 2.2(a).
	 

	 
		(b) Each of the representations and
		warranties of Purchasers in Section 3.2 of this Agreement shall be true
		and correct in all material respects as of the Galena 3 Closing Date (other
		than those qualified by a reference to materiality or Material Adverse Effect,
		which representations and warranties shall be true and correct in all
		respects).
	 

	 
		 
	 

	 
		 
	 

	 
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		(c) All consents, approvals and filings
		required to be obtained or made by each Purchaser to execute, deliver and
		perform the Transaction Documents required to be executed and delivered on the
		Galena 3 Closing Date to which such entity is a party shall have been obtained
		or made and shall be in full force and effect as of the Galena 3 Effective
		Time. 
	 

	 
		(d) Purchasers shall have delivered to
		Seller a legal opinion of Nixon Peabody LLP, outside counsel to Purchasers, in
		form and substance reasonably satisfactory to Purchasers.
	 

	 
		(e) Each Purchaser shall have delivered to
		Seller an officer’s certificate of an authorized officer of such Purchaser
		(i) certifying that each of the conditions set forth in Section 2.8
		have been fulfilled to the satisfaction of such Purchaser or have been waived
		by such Purchaser, (ii) certifying that each of the representations and
		warranties set forth in Section 3.2 are true and correct in all material
		respects as of the Galena 3 Closing Date (other than those qualified by a
		reference to materiality or Material Adverse Effect, which representations and
		warranties shall be true and correct in all other respects); and
		(iii) attaching true, accurate and complete copies of the Organizational
		Documents of such Purchaser and resolutions of such Purchaser authorizing the
		execution of the Transaction Documents to which it is a party.
	 

	 
		(f) Each Purchaser shall have delivered to
		Seller certificates of incumbency from the secretary or assistant secretary of
		such Purchaser as to the officers of Purchaser who sign the Transaction
		Documents on behalf of Purchaser.
	 

	 
		(g) Each Purchaser shall have delivered to
		Seller a good standing certificate and certificates of good standing as to
		foreign corporations/limited liability companies.
	 

	 
		ARTICLE 3
	 

	 
		REPRESENTATIONS AND WARRANTIES

	 

	 
		3.1 Representations and Warranties of Seller. Seller
		represents and warrants to Purchasers as set forth below: 
	 

	 
		(a) As of the Initial Closing Date:
	 

	 
		(i) Organization, Good Standing, Etc. of
		Seller. Seller is a corporation, duly
		organized, validly existing and in good standing under the laws of the State of
		Delaware. Seller has the corporate power and authority to own, lease and
		operate its properties and to carry on its business as being conducted on the
		date hereof. Seller is duly qualified to do business as a foreign corporation
		and is in good standing under the laws of each state in which either the
		ownership or use of the properties owned or used by it, or the nature of the
		activities conducted by it, requires such qualification, except where the
		absence of qualification could not reasonably be expected to have a Material
		Adverse Effect.
	 

	 
		(ii) Organization, Good Standing, Etc. of the Company and
		Project Companies. Each of the Company
		and the Project Companies is a limited liability company duly organized,
		validly existing and in good standing under the laws of the state of Delaware.
		Each of the Company and the Project Companies has the limited liability company
		power and authority to own, lease and operate its 
	 

	 
		 
	 

	 
		 
	 

	 
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		properties and to carry on its business as
		now being conducted. Each of the Company and the Project Companies is duly
		qualified to do business as a foreign limited liability company and is in good
		standing under the laws of each state in which either the ownership or use of
		the properties owned or used by it, or the nature of the activities conducted
		by it, requires such qualification, except where the absence of qualification
		could not reasonably be expected to have a Material Adverse Effect.
	 

	 
		(iii) Authority. Each
		of Seller, the Company, and the Project Companies has the necessary power and
		authority to enter into the Transaction Documents to which it is party, to
		perform its obligations thereunder and to consummate the transactions
		contemplated therein. All corporate or limited liability company actions or
		proceedings to be taken by or on the part of Seller, the Company, and the
		Project Companies to authorize and permit the due execution and valid delivery
		by Seller, the Company, and the Project Companies of the Transaction Documents
		to which it is a party required to be duly executed and validly delivered by it
		pursuant thereto, the performance by Seller, the Company, and the Project
		Companies of its obligations thereunder, and the consummation by Seller, the
		Company, and the Project Companies of the transactions contemplated therein,
		have been duly and properly taken. The Transaction Documents have been duly
		executed and delivered by Seller, the Company, and the Project Companies, as
		applicable, and constitute the legal, valid, and binding obligation of Seller,
		the Company, and the Project Companies, as applicable, enforceable in
		accordance with their terms, except as such enforceability (i) may be
		limited by applicable bankruptcy, insolvency, reorganization, fraudulent
		conveyance, moratorium or other similar laws affecting the enforcement of
		creditors’ rights and remedies generally and (ii) is subject to
		general principles of equity (regardless of whether enforceability is
		considered in a proceeding in equity or at law).
	 

	 
		(iv) No Conflicts.
		The execution and delivery of the Transaction Documents to which each of
		Seller, the Company or any Project Company is a party and the performance by
		each of Seller, the Company and any Project Company of its respective
		obligations thereunder will not, (i) violate any Applicable Law to which
		Seller, the Company or any of the Project Companies or any of their respective
		properties are subject, (ii) conflict with or cause a breach of any
		provision in the Organizational Documents of Seller, the Company or any Project
		Company or (iii) cause a breach of, constitute a default under, cause the
		acceleration of, create in any party the right to accelerate, terminate, modify
		or cancel, or require any authorization, consent, waiver or approval under any
		contract, license, instrument, decree, judgment or other arrangement to which
		Seller, the Company or any Project Company is a party or under which any of
		them is bound or to which any of their assets are subject (or result in the
		imposition of a Lien upon any such assets), except (in the case of this
		clause (iii)) for any that would not reasonably be expected to have a
		Material Adverse Effect. 
	 

	 
		(v) Absence of Litigation. Except as set forth on Schedule 3.1(a)(v), no
		action, suit, claim, demand or other proceeding is pending against any of the
		
	 

	 
		 
	 

	 
		 
	 

	 
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		Seller, the Company or any Project Company
		or, to the Knowledge of Seller, neither the Seller, the Company nor any Project
		Company is threatened with being made a party to any action, suit, proceeding,
		hearing or investigation of, in, or before any Governmental Authority or before
		any arbitrator, other than any such instance that would not reasonably be
		expected to have a Material Adverse Effect.
	 

	 
		(vi) Ownership.
		Seller owns of record and beneficially 100% of the membership interests of
		the Company, immediately prior to the Initial Closing Date, and the Company
		owns of record and beneficially 100% of the membership interests in each
		of the Project Companies. There are no outstanding options, warrants, calls,
		puts, rights of first refusal, convertible securities or other contracts of any
		nature obligating Seller to issue, deliver or sell membership interests or
		other securities in the Company, except as provided herein, or obligating the
		Company to issue, deliver or sell membership interests or other securities in
		any of the Project Companies.
	 

	 
		(vii) Sufficiency of Assets. Except as set forth on Schedule 3.1(a)(vii), the
		assets, whether real, personal, tangible or intangible and whether leased,
		owned or licensed, comprising the Projects constitute all of the assets
		required for or used in the operation of the Projects as presently operated or
		proposed to be operated and no other assets are required or necessary in the
		operation of the Projects in the ordinary course of business; provided,
		however, that nothing contained herein shall constitute any
		representation or warranty regarding the sufficiency or adequacy of the
		geothermal resources available to the Projects. 
	 

	 
		(viii) Valid Interests.
		The Class B Membership Interests will constitute a membership interest in
		the Company, and are being sold free and clear of any Liens except for
		obligations imposed on members of the Company under the Company LLC Agreement
		and any other Permitted Lien.
	 

	 
		(ix) Tax Matters.
	 

	 
		a. Each of the Company and each Project
		Company has filed, or has caused to be filed on its behalf, all Tax Returns
		required to be filed (after giving effect to any extensions that have been
		requested by, and granted to such party by the applicable Governmental
		Authority) and has paid, or has caused to be paid on its behalf, all Taxes
		shown as due on such returns. To Seller’s Knowledge, all such Tax Returns
		are complete and accurate in all material respects; provided,
		however, that no representation is being made about the income
		tax characteristics of the Projects (including the depreciation allowances for
		the Projects and whether the output qualifies for Tax Credits).
	 

	 
		b. There are no claims pending for any
		additional Tax assessed by any Governmental Authority against the Company or
		the Project Companies and no deficiency for any Taxes of the Company or any
		Project Company has been assessed and remains outstanding nor, to the Knowledge
		of the Seller, 
	 

	 
		 
	 

	 
		 
	 

	 
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		are proposed. There are no Tax Returns filed
		by or with respect to the Company or any Project Company that are currently
		being audited by any Governmental Authority or have been so audited, nor, to
		the Seller’s Knowledge, is any such audit pending or threatened (formally
		or informally, orally or in writing). Neither the Company nor any Project
		Company has waived any statute of limitations or agreed to any extension of
		time with respect to (x) the filing of any Tax Return or (y) any Tax
		assessment or deficiency which has not been resolved. There are no proceedings
		now pending or to the Seller’s Knowledge threatened against the Company or
		any Project Company with respect to any Tax or any matters under discussion
		with any Governmental Authority relating to any Tax. No claim has been made by
		a Governmental Authority in a jurisdiction where the Company or any Project
		Company does not file Tax Returns that the Company or any Project Company is
		subject to taxation by that jurisdiction.
	 

	 
		(x) Financial Statements. Included in Schedule 3.1(a)(x) are (i) the
		consolidated audited financial statements of the Seller as of December 31,
		2006, (ii) the consolidated unaudited financial statements of the Seller
		as of March 31, 2007 (the “Seller Interim Financials”), and (iii) the unaudited pro-forma
		consolidated financial statements of the Company as of March 31, 2007 (the
		“Company Interim
		Financials” and together with the
		Seller Interim Financials, the “Interim Financials”).
	 

	 
		(xi) Absence of Material Change. Since the date of the Interim Financials, the Company
		has not incurred any liabilities that could reasonably be expected to have a
		Material Adverse Effect. The Company has (i) managed and operated (or
		caused to be operated) the Project Companies and the Projects in the ordinary
		course of business, (ii) not suffered any damage, destruction or loss in
		excess of $1 million to any of the Project Companies or Projects whether or not
		covered by insurance, (iii) not made any material changes in its
		accounting systems, policies, principles or practices, or (iv) not waived,
		released or cancelled any material claims against any third parties or debts
		owing to it.
	 

	 
		(xii) Compliance with Applicable Law. Except as set forth on Schedule 3.1(a)(xii) and
		other than (i) non-compliance that would reasonably be expected not to
		have a Material Adverse Effect, and (ii) Environmental Laws (which are
		addressed in Section 3.1(a)(xiii)) and (iii) Taxes (which are
		addressed in Section 3.1(a)(ix)), the Company and the Project Companies
		are in compliance with Applicable Law, and neither the Company nor any of the
		Project Companies has received written notice from a Governmental Authority of
		an actual or potential violation of any Applicable Law. 
	 

	 
		(xiii) Environmental Matters. Except as listed on Schedule 3.1(a)(xiii), to
		Seller’s Knowledge (i) each Project Company is in compliance with all
		Environmental Laws, other than any failures to comply that would reasonably be
		expected not to have a Material Adverse Effect, (ii) there are no
		locations or premises used by a Project Company where, during the period that
		such Project 
	 

	 
		 
	 

	 
		 
	 

	 
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		Company or an Affiliate of Seller has owned
		the relevant Project, Hazardous Substances have been allowed into the soil or
		groundwater in violation of Environmental Laws during the period that each
		Project Company or Affiliate of Seller has owned the relevant Project and
		(iii) none of the Seller, the Company or the Project Companies has
		received written notice from any Governmental Authority of an actual or
		potential violation of any Environmental Laws.
	 

	 
		(xiv) Permits. All
		permits, approvals and certificates held by each Project Company are shown in
		Schedule 3.1(a)(xiv). Insofar as the Seller has Knowledge, each Project
		Company has, or will have when required, in full force and effect all permits,
		approvals and certificates necessary to operate its Project, other than
		permits, approvals and certificates whose absence would not have a Material
		Adverse Effect. The Projects have been constructed in material compliance with
		all permits, approvals and certificates and are operating in material
		compliance with all permits, approvals and certificates. None of the Project
		Companies has received written notice from any Governmental Authority of an
		actual or potential violation of any permit, approval or certificate.
	 

	 
		(xv) Insurance.
		Schedule 3.1(a)(xv) lists all insurance maintained for each Project by or
		on behalf of the Company or the respective Project Company, indicating the
		types of coverage, name of insurance carrier or underwriter, policy limits and
		expiration date of each policy. The insurance policies collectively provide
		full and adequate coverage for all normal risks incident to the properties,
		assets, management and operations of each Project and the Project Companies.
		None of the Project Companies has had any insurance cancelled or refused by any
		carrier. All of the insurance policies are in full force and effect, and none
		of the Project Companies is in default with respect to any obligations it may
		have under any of the insurance policies in any material respects and premiums
		with respect to such insurance policies have been paid.
	 

	 
		(xvi) Real Property.
		The Company does not own or lease any real property. All real property owned or
		leased by each Project Company or to which such Project Company has rights
		under easements or rights of way, and the title insurance maintained by such
		Project Company with respect to all such property, is described on
		Schedule 3.1(a)(xvi). The real property owned or leased, or in which
		rights are held, by each Project Company, described on
		Schedule 3.1(a)(xvi) (including, in the case of ORNI 3 and the Desert Peak
		2 Project, such rights under the instruments listed under the caption
		“Post Closing Deliverables,” and such rights under the instruments
		listed under the caption “Extensions Required” on such Schedule
		3.1(a)(xvi)), have been sufficient to enable each Project Company to conduct
		its operations as a geothermal power project prior to the Initial Closing Date,
		including providing adequate ingress and egress and transmission capabilities
		from each Project and adequate sewer, water, gas and electricity for each
		Project. None of the Seller, the Company or the Project Companies has been
		informed in writing by the owner of any such real property that a Project
		Company is in breach of its obligations with respect to such property. All
		premiums with respect to the title insurance shown on 
	 

	 
		 
	 

	 
		 
	 

	 
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		Schedule 3.1(a)(xv) have been paid and,
		insofar as Seller has Knowledge, there are no circumstances that have rendered
		such title insurance unenforceable. 
	 

	 
		(xvii) Personal Property. The Company owns no personal property other than the
		membership interests in the Project Companies. Schedule 3.1(a)(xvii) lists
		all items of personal property having a replacement cost of at least $500,000
		owned by each of the Project Companies. Except as shown on
		Schedule 3.1(a)(x), each Project Company has good and marketable title to
		its personal property as listed thereon. Each Project Company owns, leases or
		has contractual rights to use all the equipment and facilities necessary for
		the operations of its respective Projects as of the date hereof. To
		Seller’s Knowledge, the tangible assets included in the Projects are in
		good condition, free and clear from all defects (patent or latent), taking into
		account their use and age, subject to normal wear and tear, and subject to
		continued maintenance, repair and replacement in the ordinary course of
		business.
	 

	 
		(xviii) Liens. Except as
		listed on Schedule 3.1(a)(xviii), all assets owned by the Company and by
		each of the Project Companies are free and clear of all Liens, other than
		Permitted Liens or those Liens that would not reasonably be expected to have a
		Material Adverse Effect.
	 

	 
		(xix) Material Contracts. Schedule 3.1(a)(xix) lists all Material Contracts
		to which the Company and each Project Company is a party. To the Knowledge of
		Seller, each Material Contract is binding on the Company or the relevant
		Project Company, as applicable, and on the other parties thereto, except as
		enforceability may be limited by applicable bankruptcy and similar laws
		affecting the enforcement of creditors’ rights and general equitable
		principles. Neither the Company nor any Project Company or, to the Knowledge of
		the Seller, any other party to a Material Contract is in default under any
		Material Contract and, to the Knowledge of the Seller, no event has occurred
		which, with lapse of time or action by a third party, would result in such a
		default under any Material Contract, except where any such default would not
		reasonably be expected to have a Material Adverse Effect. No party to any of
		the Material Contracts has exercised any right of termination with respect
		thereto. The versions of the Material Contracts provided by Seller to
		Purchasers are true, correct and complete and have not been amended or modified
		except as disclosed in writing to the Purchasers.
	 

	 
		(xx) Employee Matters. Neither the Company nor any Project Company has any
		employees. Neither the Company nor any Project Company has maintained,
		sponsored, administered or participated in any employee benefit plan or
		arrangement, including any employee benefit plan subject to ERISA. 
	 

	 
		(xxi) Affiliate Transactions. Except as listed on Schedule 3.1(a)(xxi) and
		except for the Transaction Documents, there are no existing contracts between
		the Company or any Project Company, on the one hand, and the Seller or any
		other 
	 

	 
		 
	 

	 
		 
	 

	 
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		Affiliate of the Seller, on the other hand.
		Neither the Company nor any of the Project Companies has any outstanding debt
		to an Affiliate thereof
	 

	 
		(xxii) Completion.
		Schedule 3.1(a)(xxii) shows the date that each Project achieved
		substantial completion and the date the Project was synchronized with the
		utility grid. Except as disclosed to the Purchasers in connection with the
		Desert Peak 2 Project, each Project Company obtained title to its Project by
		the date such Project was synchronized with the utility grid and each Project
		Company has been selling power on a commercial basis to a third party since the
		date the Project was synchronized with the utility grid.
	 

	 
		(xxiii) Tax Character.
		Each of the Project Companies and the Company is a “disregarded
		entity” for federal income tax purposes and, apart from the Project
		Company for the Steamboat Hills Project, each has been such an entity since its
		formation. The Company will become a partnership for such tax purposes after
		the Initial Closing. No elections have been filed with the IRS to treat the
		Company or any of the Project Companies as an association. 
	 

	 
		(xxiv) Qualifying Facility. Each Project is a Qualifying Facility within the
		meaning of the Public Utility Regulatory Policies Act of 1978, as amended
		(“PURPA”), and the rules and regulations promulgated
		thereunder. Upon becoming the owner of any Project, the Seller filed a notice
		of self-certification as a Qualifying Facility with FERC. Since Seller became
		the owner of the Projects, each Project has satisfied the requirements to be a
		Qualifying Facility. The Projects are not currently subject to any pending
		inquiry, investigation, or challenge relating to its status as a Qualifying
		Facility.
	 

	 
		(xxv) Subsidies.
		Neither the Seller, the Company or any Project Company is the beneficiary of
		any government grants, tax exempt bonds (or similar tax exempt financing),
		subsidized energy financing or any other federal income tax credit, in each
		case, within the meaning of section 45(b)(3) of the Code.
	 

	 
		(xxvi) Public Utility Holding Company. Neither the Seller, the Company nor any Project
		Company is subject to regulation as a “holding company” or a
		“public utility company” within the meaning of the Public Utility
		Holding Company Act of 2005 as amended (“PUHCA”).
	 

	 
		(xxvii) Investment Company Act. The Company is not an “investment company,”
		as such term is defined in the Investment Company Act of 1940, as
		amended.
	 

	 
		(xxviii) Background Materials.  Seller collected and, with respect to the
		documents prepared by Seller, prepared the written materials contained in the
		virtual and physical data rooms and Seller’s written responses to due
		diligence inquiries, as set forth in Schedule 3.1(a)(xxviii)
		(collectively, the “Background
		Materials”) in good faith. 
		The Background Materials were provided to the Purchasers by the Seller in good
		faith.  Without limiting the effectiveness of any 
	 

	 
		 
	 

	 
		 
	 

	 
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		qualification contained in any other
		representation or warranty in this Section 3.1(a), to Seller’s
		Knowledge, Seller has provided all documents in Seller’s possession
		containing material information (exclusive of documents that contain
		information duplicative of information contained or incorporated in any other
		Background Materials) relating to the Company, the Projects and the Project
		Companies and the Background Materials do not contain any untrue statement of a
		material fact concerning the Company or the Projects or the Project Companies
		and the transactions contemplated by this Agreement. Seller has not
		intentionally omitted any material fact or document from the Background
		Materials with the purpose of causing the Background Materials, when taken in
		their entirety, to be misleading.
	 

	 
		(b) As of the Galena 3 Closing Date:
	 

	 
		(i) Organization, Good Standing, Etc. of
		Seller. Seller is a corporation, duly
		organized, validly existing and in good standing under the laws of the State of
		Delaware. Seller has the corporate power and authority to own, lease and
		operate its properties and to carry on its business as being conducted on the
		date hereof. Seller is duly qualified to do business as a foreign corporation
		and is in good standing under the laws of each state in which either the
		ownership or use of the properties owned or used by it, or the nature of the
		activities conducted by it, requires such qualification, except where the
		absence of qualification could not reasonably be expected to have a Material
		Adverse Effect.
	 

	 
		(ii) Organization, Good Standing, Etc. of ORNI
		14. ORNI 14 is a limited liability
		company duly organized, validly existing and in good standing under the laws of
		the state of Delaware. ORNI 14 has the limited liability company power and
		authority to own, lease and operate its properties and to carry on its business
		as now being conducted. ORNI 14 is duly qualified to do business as a foreign
		limited liability company and is in good standing under the laws of each state
		in which either the ownership or use of the properties owned or used by it, or
		the nature of the activities conducted by it, requires such qualification,
		except where the absence of qualification could not reasonably be expected to
		have a Material Adverse Effect.
	 

	 
		(iii) Authority. Each
		of Seller and ORNI 14 has the necessary power and authority to enter into the
		Transaction Documents to which it is a party, to perform its obligations
		thereunder, and to consummate the transactions contemplated therein. All
		corporate or limited liability company actions or proceedings to be taken by or
		on the part of Seller and ORNI 14 to authorize and permit the due execution and
		valid delivery by Seller and ORNI 14 of the Transaction Documents to which it
		is a party required to be duly executed and validly delivered by it pursuant
		thereto, the performance by Seller and ORNI 14 of its obligations thereunder,
		and the consummation by Seller and ORNI 14 of the transactions contemplated
		therein, have been duly and properly taken. The Transaction Documents have been
		duly executed and delivered by Seller and ORNI 14, as applicable, and
		constitute the legal, valid, and binding obligation of 
	 

	 
		 
	 

	 
		 
	 

	 
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		Seller and ORNI 14, as applicable,
		enforceable in accordance with their terms, except as such enforceability
		(i) may be limited by applicable bankruptcy, insolvency, reorganization,
		fraudulent conveyance, moratorium or other similar laws affecting the
		enforcement of creditors’ rights and remedies generally and (ii) is
		subject to general principles of equity (regardless of whether enforceability
		is considered in a proceeding in equity or at law). 
	 

	 
		(iv) No Conflicts.
		The execution and delivery of the Transaction Documents to which each of Seller
		and ORNI 14 is a party and the performance by each of Seller and ORNI 14 of its
		respective obligations thereunder will not, (i) violate any Applicable Law
		to which Seller or ORNI 14 or any of their respective properties are subject,
		(ii) conflict with or cause a breach of any provision in the
		Organizational Documents of Seller or ORNI 14 or (iii) cause a breach of,
		constitute a default under, cause the acceleration of, create in any party the
		right to accelerate, terminate, modify or cancel, or require any authorization,
		consent, waiver or approval under any contract, license, instrument, decree,
		judgment or other arrangement to which Seller or ORNI 14 is a party or under
		which any of them is bound or to which any of their assets are subject (or
		result in the imposition of a Lien upon any such assets), except (in the case
		of this clause (iii)) for any that would not reasonably be expected to
		have a Material Adverse Effect. 
	 

	 
		(v) Absence of Litigation. Except as set forth on Schedule 3.1(b)(v), no
		action, suit, claim, demand or other proceeding is pending against the Seller
		or ORNI 14 or, to the Knowledge of Seller, neither the Seller nor ORNI 14 is
		threatened with being made a party to any action, suit, proceeding, hearing or
		investigation of, in, or before any Governmental Authority or before any
		arbitrator, other than any such instance that would not reasonably be expected
		to have a Material Adverse Effect.
	 

	 
		(vi) Sufficiency of Assets. The assets, whether real, personal, tangible or
		intangible and whether leased, owned or licensed, comprising the Galena 3
		Project constitute all of the assets required for or used in the operation of
		Galena 3 Project as presently operated or proposed to be operated and no other
		assets are required or necessary in the operation of the Galena 3 Project in
		the ordinary course of business; provided,
		however, that nothing contained herein shall constitute any
		representation or warranty regarding the sufficiency or adequacy of the
		geothermal resources available to the Galena 3 Project.
	 

	 
		(vii) Tax Matters.
	 

	 
		a. ORNI 14 has filed, or has caused to be
		filed on its behalf, all Tax Returns required to be filed (after giving effect
		to any extensions that have been requested by, and granted to ORNI 14 by the
		applicable Governmental Authority) and has paid, or has caused to be paid on
		its behalf, all Taxes shown as due on such returns. To Seller’s Knowledge,
		all such Tax Returns are complete and accurate in all material respects;
		provided, however, that no
		representation is being made about the income tax characteristics of the
		
	 

	 
		 
	 

	 
		 
	 

	 
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		Galena 3 Project (including the depreciation
		allowances for the Galena 3 Project and whether the output qualifies for Tax
		Credits).
	 

	 
		b. There are no claims pending for any
		additional Tax assessed by any Governmental Authority against ORNI 14 and no
		deficiency for any Taxes of ORNI 14 has been assessed and remains outstanding
		nor, to the Knowledge of the Seller is proposed. There are no Tax Returns
		filed, by or with respect to ORNI 14 that are currently being audited by any
		Governmental Authority or have been so audited, nor, to the Seller’s
		Knowledge, is any such audit pending or threatened (formally or informally,
		orally or in writing). ORNI 14 has not waived any statute of limitations or
		agreed to any extension of time with respect to (x) the filing of any Tax
		Return or (y) any Tax assessment or deficiency which has not been
		resolved. There are no proceedings now pending or to the Seller’s
		Knowledge threatened against ORNI 14 with respect to any Tax or any matters
		under discussion with any Governmental Authority relating to any Tax. No claim
		has been made by a Governmental Authority in a jurisdiction where ORNI 14 does
		not file Tax Returns that ORNI 14 is subject to taxation by that
		jurisdiction.
	 

	 
		(viii) Financial Information. Included in Schedule 3.1(b)(viii) are the capital
		expenditures incurred in connection with the construction of the Galena 3
		Project, incurred as of the date of the Galena 3 Closing.
	 

	 
		(ix) Compliance with Applicable Law. Except as set forth on Schedule 3.1(b)(ix) and
		other than (i) non-compliance that would reasonably be expected not to
		have a Material Adverse Effect, and (ii) Environmental Laws (which are
		addressed in Section 3.1(b)(x)) and (iii) Taxes (which are addressed
		in Section 3.1(b)(vii)), ORNI 14 is in compliance with Applicable Law, and
		ORNI 14 has not received written notice from a Governmental Authority of an
		actual or potential violation of any Applicable Law. 
	 

	 
		(x) Environmental Matters. Except as listed on Schedule 3.1(b)(x), to
		Seller’s Knowledge (i) ORNI 14 is in compliance with all
		Environmental Laws, other than any failures to comply that would reasonably be
		expected not to have a Material Adverse Effect, (ii) there are no
		locations or premises used by ORNI 14 where, during the period that ORNI 14 or
		an Affiliate of Seller has owned the Galena 3 Project, Hazardous Substances
		have been allowed into the soil or groundwater in violation of Environmental
		Laws during the period ORNI 14 or an Affiliate of the Seller has owned the
		Galena 3 Project and (iii) neither the Seller nor ORNI 14 has received
		written notice from any Governmental Authority of an actual or potential
		violation of any Environmental Laws.
	 

	 
		(xi) Permits. All
		permits, approvals and certificates held by ORNI 14 are shown in
		Schedule 3.1(b)(xi). Insofar as the Seller has Knowledge, ORNI 14 has, or
		will have when required, in full force and effect all permits, approvals and
		certificates necessary to operate the Galena 3 Project, other than permits,
		approvals and certificates whose absence would not have a Material Adverse
		
	 

	 
		 
	 

	 
		 
	 

	 
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		Effect. The Galena 3 Project has been
		constructed in material compliance with all permits, approvals and certificates
		and are operating in material compliance with all permits, approvals and
		certificates. ORNI 14 has not received written notice from any Governmental
		Authority of an actual or potential violation of any permit, approval or
		certificate.
	 

	 
		(xii) Insurance.
		Schedule 3.1(b)(xii) lists all insurance policies for the Galena 3
		Project, indicating the types of coverage, name of insurance carrier or
		underwriter, policy limits and expiration date of each policy. The insurance
		policies collectively provide full and adequate coverage for all normal risks
		incident to the properties, assets, management and operations of the Galena 3
		Project and ORNI 14. ORNI 14 has not had any insurance cancelled or refused by
		any carrier. All of the insurance policies are in full force and effect, and
		ORNI 14 is not in default with respect to any obligations it may have under any
		of the insurance policies in any material respects and premiums with respect to
		such insurance policies have been paid.
	 

	 
		(xiii) Real Property.
		All real property owned or leased by ORNI 14 or to which ORNI 14 has rights
		under easements or rights-of-way, and the title insurance maintained by ORNI 14
		with respect to all such property, is described on Schedule 3.1(b)(xiii).
		The real property owned or leased, or in which rights are held, by ORNI 14 has
		been sufficient to enable ORNI 14 to conduct its operations as a geothermal
		power project prior to the Galena 3 Closing Date including providing adequate
		ingress and egress and transmission capabilities from the Galena 3 Project and
		adequate sewer, water, gas and electricity for the Galena 3 Project. Neither
		ORNI 14 nor Seller has been informed in writing by the owner of any such real
		property that ORNI 14 is in breach of its obligations with respect to such
		property. All premiums with respect to the title insurance for ORNI 14 shown on
		Schedule 3.1(b)(xiii) have been paid and, insofar as Seller has Knowledge,
		there are no circumstances that have rendered such title insurance
		unenforceable. 
	 

	 
		(xiv) Personal Property. Schedule 3.1(b)(xiv) lists all items of personal
		property having a replacement cost of at least $500,000 owned by ORNI 14.
		Except as shown on Schedule 3.1(b)(xiv), ORNI 14 has good and marketable
		title to its personal property as listed thereon. ORNI 14 owns, leases or has
		contractual rights to use all the equipment and facilities necessary for the
		operations of the Galena 3 Project as of the date hereof. To Seller’s
		Knowledge, the tangible assets included in the Galena 3 Project are in good
		condition, free and clear from all defects (patent or latent), taking into
		account their use and age, subject to normal wear and tear, and subject to
		continued maintenance, repair and replacement in the ordinary course of
		business.
	 

	 
		(xv) Liens. Except as
		listed on Schedule 3.1(b)(xv), all assets owned by ORNI 14 are free and
		clear of all Liens, other than Permitted Liens or those Liens that would not
		reasonably be expected to have a Material Adverse Effect.
	 

	 
		 
	 

	 
		 
	 

	 
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		(xvi) Material Contracts. Schedule 3.1(b)(xvi) lists all Material Contracts
		to which ORNI 14 is a party. Each such Material Contract is binding on ORNI 14,
		and on the other parties thereto, except as enforceability may be limited by
		applicable bankruptcy and similar laws affecting the enforcement of creditors'
		rights and general equitable principles. Neither ORNI 14 nor, to the Knowledge
		of the Seller, any other party to any Material Contracts to which ORNI 14 is a
		party is in default under any such Material Contracts and, to the Knowledge of
		the Seller, no event has occurred which, with lapse of time or action by a
		third party, would result in such a default by ORNI 14 under any such Material
		Contracts, except where any such default would not reasonably be expected to
		have a Material Adverse Effect. No party to any of the Material Contracts to
		which ORNI 14 is party has exercised any right of termination with respect
		thereto. The versions of the Material Contracts to which ORNI 14 is a party
		provided by Seller to Purchasers are true, correct and complete and have not
		been amended or modified except as disclosed in writing to the
		Purchasers.
	 

	 
		(xvii) Employee Matters. ORNI 14 does not have any employees. ORNI 14 has not
		maintained, sponsored, administered or participated in any employee benefit
		plan or arrangement, including any employee benefit plan subject to ERISA.
		
	 

	 
		(xviii) Affiliate Transactions. Except as listed on Schedule 3.1(b)(xviii) and
		except for the Transaction Documents executed and delivered on the Galena 3
		Closing Date, there are no existing contracts between ORNI 14, on the one hand,
		and the Seller or any other Affiliate of the Seller, on the other hand. ORNI 14
		does not have any outstanding debt to an Affiliate thereof.
	 

	 
		(xix) Completion.
		Schedule 3.1(b)(xix) shows the date that the Galena 3 Project achieved
		substantial completion and the date the Galena 3 Project was synchronized with
		the utility grid. ORNI 14 obtained title to the Galena 3 Project by the date
		the Galena 3 Project was synchronized with the utility grid and ORNI 14 has
		been selling power on a commercial basis to a third party since the date the
		Galena 3 Project was synchronized with the utility grid.
	 

	 
		(xx) Tax Character.
		ORNI 14 is a “disregarded entity” for federal income tax purposes and
		has been such an entity since its formation. No elections have been filed with
		the IRS to treat ORNI 14 as an association. 
	 

	 
		(xxi) Qualifying Facility. The Galena 3 Project is a Qualifying Facility within
		the meaning of the PURPA. Upon becoming the owner of the Galena 3 Project, the
		Seller filed a self-certification as a Qualifying Facility with FERC. Since
		Seller became the owner of the Galena 3 Project, such Project has satisfied the
		requirements to be a Qualifying Facility. The Galena 3 Project is not currently
		subject to any pending inquiry, investigation, or challenge relating to its
		status as a Qualifying Facility.
	 

	 
		(xxii) Subsidies.
		Neither the Seller nor ORNI 14 is the beneficiary of any government grants, tax
		exempt bonds (or similar tax exempt financing), 
	 

	 
		 
	 

	 
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		subsidized energy financing or any other
		federal income tax credit, in each case, within the meaning of
		section 45(b)(3) of the Code.
	 

	 
		(xxiii) Public Utility Holding Company. Neither the Seller nor ORNI 14 is subject to
		regulation as a “holding company” or a “public utility
		company” within the meaning of PUHCA.
	 

	 
		(xxiv) Background Materials. Seller collected and prepared the Background Materials
		set forth in Schedule 3.1(b)(xxiv) in good faith. The Background Materials
		were provided to the Purchasers by the Seller in good faith. Without limiting
		the effectiveness of any qualification contained in any other representation or
		warranty in this Section 3.1(b), to Seller’s Knowledge, Seller has
		provided all documents in Seller’s possession containing material
		information (exclusive of documents that contain information duplicative of
		information contained or incorporated in any other Background Materials)
		relating to the Galena 3 Project and ORNI 14 and the Background Materials do
		not contain any untrue statement of a material fact concerning the Galena 3
		Project or ORNI 14 and the transactions contemplated by this Agreement. Seller
		has not intentionally omitted any material fact or document from the Background
		Materials with the purpose of causing the Background Materials, when taken in
		their entirety, to be misleading.
	 

	 
		3.2 Representations and Warranties of
		Purchasers. Each of the Purchasers severally and not jointly
		represents and warrants to Seller as follows:
	 

	 
		(a) Organization, Good Standing, Etc. Purchaser is a corporation, limited liability company
		or other entity duly organized, validly existing and in good standing under the
		laws of the jurisdiction of its formation, and has the corporate, limited
		liability or other entity organizational power and authority to own, lease and
		operate its properties and to carry on its business as being conducted on the
		date hereof. 
	 

	 
		(b) Authority.
		Purchaser has the corporate, limited liability or other power and authority to
		enter into this Agreement and the other Transaction Documents to which it is a
		party, to perform its obligations hereunder and thereunder, and to consummate
		the transactions contemplated hereby or thereby. All actions or proceedings
		required to be taken by or on the part of the Purchaser to authorize and permit
		the due execution and valid delivery by Purchaser of this Agreement and the
		instruments required to be duly executed and validly delivered by Purchaser
		pursuant hereto and thereto, the performance by Purchaser of its obligations
		hereunder and thereunder, and the consummation by Purchaser of the transactions
		contemplated herein and therein, have been duly and properly taken. This
		Agreement has been duly executed and validly delivered by Purchaser and
		constitutes the legal, valid and binding obligation of Purchaser, enforceable
		in all material respects against Purchaser in accordance with its terms and
		conditions except as enforceability may be limited by applicable bankruptcy and
		similar laws affecting the enforcement of creditors' rights and general
		equitable principles.
	 

	 
		(c) No Conflicts.
		The execution and delivery by Purchaser of this Agreement and the other
		Transaction Documents to which Purchaser is a party do not, and the performance
		
	 

	 
		 
	 

	 
		 
	 

	 
		-19-
	 

	 
		 
	 



	 
	 

	 

	 
		by Purchaser of Purchaser obligations
		hereunder and thereunder will not, (i) violate any Applicable Law,
		(ii) conflict with or cause a breach of any provision of its
		Organizational Documents or (iii) cause a breach of, constitute a default
		under, cause the acceleration of, create in any party the right to accelerate,
		terminate, modify or cancel, or require any authorization, consent, waiver or
		approval under any contract, license, instrument, decree, judgment or other
		arrangement to which Purchaser is a party or under which it is bound or to
		which any of its assets are subject (or result in the imposition of a Lien upon
		any such assets), except (in the case of this clause (iii)) for any that
		would not reasonably be expected to have a Material Adverse Effect. 
	 

	 
		(d) Absence of Litigation. Purchaser is not subject to any pending or outstanding
		injunction, judgment, order, decree, ruling or charge, nor is Purchaser
		threatened with being made a party to any action, suit, proceeding, hearing or
		investigation of, in, or before any Governmental Authority or before any
		arbitrator that could affect its ability to complete the transactions
		contemplated in the Transaction Documents to which it is a party or that could
		have a Material Adverse Effect on the operation of the Company or any of the
		Project Companies.
	 

	 
		(e) Accredited Investor; Information; Investment
		Intent. Purchaser is an
		“Accredited Investor” as such term is defined in Regulation D
		under the Securities Act of 1933. Purchaser has had a reasonable
		opportunity to ask questions of and receive answers from Seller concerning
		Seller, the Class B Membership Interests, the Company and the Project
		Companies, and all such questions have been answered to the full satisfaction
		of Purchaser. Purchaser understands that the Class B Membership Interests
		have not been registered under the Securities Act in reliance on an exemption
		therefrom, and that the Class B Membership Interests must be held
		indefinitely unless the sale thereof is registered under the Securities Act or
		an exemption from registration is available thereunder, and that Seller is
		under no obligation to register the Class B Membership Interests.
		Purchaser shall not sell, hypothecate or otherwise transfer the Class B
		Membership Interests without registering or qualifying them under the
		Securities Act and applicable state securities laws unless the transfer is
		exempted from registration or qualification under such laws. Purchaser is
		purchasing the Class B Membership Interests for its own account and not
		for the account of any other Person and not with a view to distribution to
		others.
	 

	 
		(f) Information and Investment Intent. Purchaser recognizes that investment in the
		Class B Membership Interests involves substantial risks. Purchaser
		acknowledges that any financial projections that may have been provided to it
		are based on assumptions of future operating results developed by Seller and
		Seller’s advisers and, therefore, represent an estimate of future results
		based on assumptions about certain events (many of which are beyond the control
		of Seller, the Company and the Project Companies). Purchaser understands that
		no assurances or representations can be given that the actual results of the
		operations of the Company and the Project Companies will conform to the
		projected results for any period. Purchaser has relied solely on its own legal,
		tax and financial advisers for its evaluation of an investment in the
		Class B Membership Interests and not on the advice of the Seller or the
		Company or any of their respective legal, tax or financial advisers. 
	 

	 
		(g) Security Interest. Purchaser has not pledged or otherwise encumbered any
		right, title or interest in or to the Class B Membership Interests.

	 

	 
		 
	 

	 
		 
	 

	 
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		(h) Public Utility Holding Company. Purchaser is not a “holding company” within
		the meaning of PUHCA.
	 

	 
		3.3 No Other Seller Representations. Except with respect to the representations and
		warranties of Seller in Section 3.1, the Company LLC Agreement and the
		Management Services Agreement, none of Seller, the Company or any of the
		Project Companies has made any representation or warranty, either express or
		implied, hereunder or in any of the other Transaction Documents, nor has the
		Purchaser relied on any representation or warranty not expressly made herein.
		Without limiting the foregoing, Purchaser acknowledges that none of Seller, the
		Company or any of the Project Companies has made any representation or
		warranty, nor has Purchaser relied on any representation or warranty, with
		respect to Purchaser’s, the Company’s or any of the Project
		Companies’ eligibility to claim Tax Credits except with respect to the
		representations and warranties of Seller in Section 3.1. The Purchaser
		represents, warrants and agrees that it will not bring any claim against the
		Seller, the Company or any of the Project Companies relating to the
		Purchaser’s, the Company’s or any of the Project Companies’
		eligibility to claim Tax Credits. The Purchaser specifically acknowledges that,
		except as stated in Sections 3.1(a)(xxviii) and 3.1(b)(xxiv), no
		representation or warranty has been made and that the Purchaser has not relied
		on any representation or warranty about the accuracy of any projections,
		estimates or budgets, future revenues, future results from operations, future
		cash flows, the future condition of the Projects or any assets of the Project
		Companies, the future financial condition of the Project Companies, or any
		other information or documents made available to the Purchaser or its counsel,
		accountants or other advisors. 
	 

	 
		ARTICLE 4
	 

	 
		CERTAIN OTHER REPRESENTATIONS, WARRANTIES
		AND COVENANTS
	 

	 
		4.1 Geothermal Matters. The Seller and each Purchaser expressly acknowledges
		and consents as follows: (i) the Seller shall not develop, construct, and
		own and operate, and shall ensure that none of its Affiliates develop,
		construct, own or operate, a new geothermal power plant utilizing the same
		geothermal resource (to the extent such resource is controlled by the Seller or
		any Affiliate) that is utilized by the Desert Peak 2 Project, other than as
		part of an expansion or enhancement to the Desert Peak 2 Project that will be
		owned by the Sellers and the Purchasers under the Transaction Documents, and
		(ii) (x) the Projects owned by Steamboat Hills and the Galena 3 Project
		that is under development and construction, and that will be owned and operated
		by ORNI 14 currently utilize, and will continue to utilize, geothermal
		resources (to the extent such resource is controlled by the Seller or any
		Affiliate) that form part of a single “Known Geothermal Resource Area,” and (y) the Seller shall not develop,
		construct, and own and operate, and shall ensure that none of its Affiliates
		develop, construct, own or operate, a new geothermal power plant utilizing
		geothermal resources that form part of such same Known Geothermal Resource Area
		(to the extent such resource is controlled by the Seller or any Affiliate)
		unless it shall first deliver to the Purchasers a certificate from GeothermEx,
		Inc. (or other geothermal consultant acceptable to the Purchasers), to the
		effect that the sustainable operation of the existing Projects owned by the
		Project Companies will not be affected by such development, construction and
		operation of the planned new geothermal power project.
	 

	 
		4.2 Confidentiality. The Confidentiality Agreement between Seller and the
		Morgan Stanley Purchaser Entity dated March 20, 2007 and the
		Confidentiality Agreement between the 
	 

	 
		 
	 

	 
		 
	 

	 
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		Seller and the Lehman Brothers Inc.
		Purchaser Entity dated March 19, 2007 (the “Confidentiality Agreements”) shall terminate at the Effective Time and,
		thereafter, the provisions of Section 11.12 of the Company LLC Agreement
		shall apply with respect to the confidentiality obligations of the
		Parties.
	 

	 
		4.3 Access to Information. From the date hereof and continuing until the earlier
		of the termination of this Agreement or the Effective Time, Seller, on not less
		than five days prior notice by any Purchaser to Seller, will and will cause the
		Company to (i) give such Purchaser, its counsel, financial advisors,
		auditors and other authorized representatives reasonable access during normal
		business hours to the offices, properties, employees and personnel, books and
		records of the Company and the Project Companies, (ii) furnish to such
		Purchaser, its counsel, financial advisors, auditors, and other authorized
		representatives such financial and operating data and other information as such
		persons may reasonably request, and (iii) instruct the Company’s
		employees, auditors, counsel and financial advisors to cooperate with such
		Purchaser in its investigation of the business of the Company and the Project
		Companies. The foregoing information shall be held in confidence by such
		Purchaser, its counsel, financial advisors, auditors and other authorized
		representatives in accordance with the provisions of the Confidentiality
		Agreement or Section 11.12 of the Company LLC Agreement as provided in
		Section 4.2 hereof.
	 

	 
		4.4 Regulatory Matters. Promptly after the Effective Time, Seller shall file
		with FERC a notice of self re-certification as a Qualifying Facility. 
	 

	 
		4.5 Post Closing Deliverables. 
	 

	 
		(a) Seller represents, warrants and agrees
		with the Purchasers that it will use commercially reaonable efforts to obtain
		at the expense of Seller each and all of the Post Closing Deliverables on or
		prior to the Date Certain; provided, however, that in lieu of obtaining all or
		any individual Post Closing Deliverable item, Seller may elect instead, at the
		expense of Seller subject to the consent of the Purchasers, which consent shall
		not be unreasonably withheld or delayed, to merge WSGC and ORNI 3 into a single
		entity with the result that the surviving merged entity shall have all of the
		combined rights and assets of both WSGC and ORNI 3, including, without
		limitation, all of the rights, title and interest in and to all of the Post
		Closing Deliverables. Such consent will not be deemed unreasonably withheld or
		delayed if the Purchasers' due diligence investigation of WSGC is not
		satisfactory to the Purchasers in their sole discretion and Seller does not
		assume and agree to indemnify the Purchasers for all liabilities of WSGC which
		are not directly related to the Projects.
	 

	 
		(b) Extension of Specified Leases or
		Easement. Seller represents, warrants
		and agrees with the Purchasers that it will use commercially reasonable efforts
		to obtain an extension of the term of each of the Specified Leases or Easements
		on or prior to their respective current expiration or termination date.
	 

	 
		(c) No Further Obligation. Upon obtaining all of the Post Closing Deliverables or
		consummation of the merger between WSGC and ORNI 3 or combination thereof as
		contemplated in Subsection (a) above, Seller shall have no further
		liability or obligation under such Subsection (a) or otherwise on account
		of any Post Closing Deliverable or 
	 

	 
		 
	 

	 
		 
	 

	 
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		as a result of the merger between WSGC and
		ORNI 3 (other than, and only to the extent that, the Seller expressly agrees in
		writing to assume any liabilities of WSGC prior to such merger), whether toward
		the Purchasers or any of their Affiliates, the Company, ORNI 3, WSGC or any
		other party. Upon obtaining an extension of each Specified Lease or Easement,
		Seller shall have no further liability or obligation under Subsection
		(b) or otherwise on account of any such obtained Specified Lease or
		Easement, whether toward the Purchasers or any of their Affiliates, the
		Company, ORNI 3, WSGC or any other party. 
	 

	 
		ARTICLE 5
	 

	 
		[RESERVED]
	 

	 
		ARTICLE 6
	 

	 
		INDEMNIFICATION
	 

	 
		6.1 Indemnification. (a) Seller
		agrees to indemnify, defend and hold harmless the Purchaser Indemnified Parties
		from and against any and all Purchaser Indemnified Costs; provided, however, that,
		except with respect to Purchaser Indemnified Costs resulting from fraud, gross
		negligence or willful misconduct or failure to pay any amount due to Purchaser
		Indemnified Parties under any Transaction Document, in no event shall
		Seller’s aggregate obligation to indemnify the Purchaser Indemnified
		Parties hereunder exceed 50% of the Purchase Price (or portion thereof) that it
		has received as of the date such indemnification obligation arises, less any
		amounts paid as damages by Seller under the Company LLC Agreement.
	 

	 
		(b) Purchasers agree to severally indemnify,
		defend and hold harmless the Seller Indemnified Parties from and against any
		and all Seller Indemnified Costs; provided,
		however, that, except with respect to Seller Indemnified Costs
		resulting from fraud, gross negligence or willful misconduct or failure to pay
		any amount due to Seller Indemnified Parties under any Transaction Document, in
		no event shall each Purchaser’s aggregate obligation to indemnify the
		Seller Indemnified Parties hereunder exceed 50% of the sum of the Purchase
		Price (or portion thereof) paid by such Purchaser as of the date such
		indemnification obligation arises, less any amounts paid as damages by such
		Purchaser under the Company LLC Agreement.
	 

	 
		(c) No claim for indemnification may be made
		with respect to any breach (other than failure to pay an amount due) unless and
		until the aggregate amount of claims for which indemnification is (or
		previously has been) sought exceeds $500,000; provided that, once such
		threshold amount of claims has been reached, the relevant Indemnified Party
		shall have the right to be indemnified for all such claims, including amounts
		that were not previously paid because such threshold amount had not been
		reached.
	 

	 
		6.2 Direct Claims. In any case in
		which an Indemnified Party seeks indemnification under Section 6.1 which
		is not subject to Section 6.3 because no Third Party Claim is involved,
		the Indemnified Party shall notify the Indemnifying Party in writing of any
		amounts which such Indemnified Party claims are subject to indemnification
		under the terms of this Article 6. The failure of the Indemnified Party to
		exercise promptness in such notification shall not amount to a 
	 

	 
		 
	 

	 
		 
	 

	 
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		waiver of such claim, except to the extent
		the resulting delay materially prejudices the position of the Indemnifying
		Party with respect to such claim.
	 

	 
		6.3 Third Party Claims. An Indemnified
		Party shall give written notice to any Indemnifying Party within 30 days
		after it has actual knowledge of commencement or assertion of any action,
		proceeding, demand, or claim by a third party (collectively, a
		“Third Party Claim”) in respect of which such Indemnified Party may
		seek indemnification under Section 6.1. Such notice shall state the nature
		and basis of such Third Party Claim and the events and the amounts thereof to
		the extent known. Any failure so to notify an Indemnifying Party shall not
		relieve such Indemnifying Party from any liability that it, he, or she may have
		to such Indemnified Party under this Article 6, except to the extent the
		failure to give such notice materially and adversely prejudices such
		Indemnifying Party. In case any such action, proceeding or claim is brought
		against an Indemnified Party, so long as it has acknowledged in writing to the
		Indemnified Party that it is liable to the Indemnified Party for such Third
		Party Claim pursuant to this Section, the Indemnifying Party shall be entitled
		to participate in and, unless in the reasonable judgment of the Indemnified
		Party a conflict of interests between it and the Indemnifying Party may exist
		in respect of such Third Party Claim or such Third Party Claim entails a
		material risk of criminal penalties or civil fines or non-monetary sanctions
		being imposed on the Indemnified Party (a “Third Party Penalty Claim”), to assume the defense thereof, with counsel
		selected by the Indemnifying Party and reasonably satisfactory to the
		Indemnified Party, and after notice from the Indemnifying Party to the
		Indemnified Party of its election so to assume the defense thereof, the
		Indemnifying Party shall not be liable to such Indemnified Party for any legal
		or other expenses subsequently incurred by the latter in connection with the
		defense thereof other than as expressly provided below in this
		Section 6.3; provided nothing
		contained herein shall permit any Indemnifying Party to control or participate
		in any Tax contest or dispute involving Purchasers or any Affiliate of
		Purchasers, or permit Purchasers to control or participate in any Tax contest
		or dispute involving Seller or any Affiliate of Seller other than the Company;
		and, provided, further, the
		Parties agree that the handling of any tax contests involving the Company will
		be governed by Section 7.7 of the Company LLC Agreement. In the event that
		(i) the Indemnifying Party advises an Indemnified Party that it will not
		contest a claim for indemnification hereunder, (ii) the Indemnifying Party
		fails, within 30 days of receipt of any indemnification notice to
		notify, in writing, such Indemnified Party of its election, to defend, settle
		or compromise, at is sole cost and expense, any such Third Party Claim (or
		discontinues its defense at any time after it commences such defense) or
		(iii) in the reasonable judgment of the Indemnified Party, a conflict of
		interests between it and the Indemnifying Party exists in respect of such Third
		Party Claim or the action or claim is a Third Party Penalty Claim, then the
		Indemnified Party may, at its option, defend, settle or otherwise compromise or
		pay such action or claim or Third Party Claim. In any event, unless and until
		the Indemnifying Party elects in writing to assume and does so assume the
		defense of any such claim, proceeding or action, the Indemnifying Party shall
		be liable for the Indemnified Party’s reasonable costs and expenses
		arising out of the defense, settlement or compromise of any such action, claim
		or proceeding. The Indemnified Party shall cooperate fully with the
		Indemnifying Party in connection with any negotiation or defense of any such
		action or claim by the Indemnifying Party. The Indemnifying Party shall keep
		the Indemnified Party fully apprised at all times as to the status of the
		defense or any settlement negotiations with respect thereto. If the
		Indemnifying Party elects to defend any such action or claim, then the
		Indemnified Party shall be entitled to participate in such defense with counsel
		of its choice at its sole cost and expense; provided that any such
		participation of the Indemnified Party shall be at 
	 

	 
		 
	 

	 
		 
	 

	 
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		the Indemnifying Party’s sole cost and
		expense to the extent such participation relates to a Third Party Penalty Claim
		or if a conflict of interest between the Indemnified Party and the Indemnifying
		Party exists in respect of the Third Party Claim; and, provided further, that the Indemnifying Party shall not be responsible
		for the costs and expenses of more than one counsel for all Indemnified
		Parties. If the Indemnifying Party does not assume such defense, the
		Indemnified Party shall keep the Indemnifying Party apprised at all times as to
		the status of the defense; provided,
		however, that the failure to keep the Indemnifying Party so
		informed shall not affect the obligations of the Indemnifying Party hereunder.
		The Indemnifying Party shall not be liable for any settlement of any action,
		claim or proceeding effected without its written consent; provided, however, that
		the Indemnifying Party shall not unreasonably withhold, delay or condition its
		consent. Notwithstanding anything in this Section 6.3 to the contrary, the
		Indemnifying Party shall not, without the Indemnified Party’s prior
		written consent, settle or compromise any claim or consent to entry of judgment
		in respect thereof which imposes any criminal liability or civil fine or
		sanction or equitable remedy on the Indemnified Party or which does not
		include, as an unconditional term thereof, the giving by the claimant or the
		plaintiff to the Indemnified Party, a release from all liability in respect of
		such claim.
	 

	 
		6.4 After-Tax Basis. For tax
		reporting purposes, to the maximum extent permitted by the Code, each Party
		will agree to treat all amounts paid under any of the provisions of this
		Article 6 as an adjustment to the purchase price for the Class B
		Membership Interests (or otherwise as a non-taxable reimbursement, contribution
		or return of capital, as the case may be). To the extent any such
		indemnification payment is includable as income of the Indemnified Party as
		determined by agreement of the Parties, or if there is no agreement, by an
		opinion of a nationally-recognized tax counsel selected jointly by the Parties
		that such amount is "more likely than not" includable as income of the
		recipient, the amount of the payment shall be increased by the amount of any
		federal income tax required to be paid by the Indemnified Party or its
		Affiliates on the receipt or accrual of the indemnification payment, including,
		for this purpose, the amount of any such Tax required to be paid by the
		Indemnified Party on the receipt or accrual of the additional amount required
		to be added to such payment pursuant to this Section 6.4, assuming full
		taxability, using an assumed tax rate equal to the highest marginal income tax
		rate applicable to corporations generally (currently 35 percent).
		Both Parties shall have the opportunity to comment on the opinion delivered in
		accordance with the foregoing sentence. If an opinion is delivered in
		accordance with this Section 6.4, the Indemnified Party shall report the
		relevant indemnification payments as income consistent with such opinion and
		otherwise act in a manner consistent with such opinion. Any payment made under
		this Article 6 shall be reduced by the present value (as determined on the
		basis of a discount rate equal to 8% percent per annum and the same assumptions
		about taxability and tax rates) of any federal income tax benefit to be
		realized by the Indemnified Party or its Affiliates by reason of the facts and
		circumstances giving rise to such indemnification. 
	 

	 
		6.5 No Duplication. Any liability
		for indemnification under this Article 6 shall be determined without
		duplication of recovery. Without limiting the generality of the prior sentence,
		if a statement of facts, condition or event constitutes a breach of more than
		one representation, warranty, covenant or agreement which is subject to the
		indemnification obligation in Section 6.1, only one recovery of Purchaser
		Indemnified Costs or Seller Indemnified Costs, as applicable, shall be
		allowed.
	 

	 
		 
	 

	 
		 
	 

	 
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		6.6 Sole Remedy. The remedies
		of the Parties under this Article 6 are the sole and exclusive remedies
		that a Party may have under this Agreement for the recovery of monetary damages
		with respect to any breach or failure to perform any covenant or agreement set
		forth in Article 4 of this Agreement or any breach of any representation
		or warranty set forth in this Agreement other than (1) fraud or willful
		misconduct and (2) as provided in the Company LLC Agreement with respect
		to the calculation of the Target Internal Rate of Return.
	 

	 
		6.7 Survival.
		All representations and warranties in
		this Agreement shall survive until the final date for any assertion of claims
		as forth in Section 6.8.
	 

	 
		6.8 Final Date for Assertion of Indemnity
		Claims. (a) All claims by a
		Purchaser Indemnified Party for indemnification pursuant to this Article 6
		resulting from breaches of representations or warranties shall be forever
		barred unless Seller is notified on or prior to the Initial Closing Date, or on
		or prior to the Galena 3 Closing Date with respect to those representations and
		warranties made as a condition precedent to the Galena 3 Closing, except that
		(i) (x) the representations and warranties made as a condition precedent
		to the Initial Closing and set forth in Sections 3.1(a)(i) (Organization,
		Good Standing, Etc. of Seller), 3.1(a)(ii) (Organization, Good Standing, Etc.
		of the Company and Project Companies), 3.1(a)(iii) (Authority) and 3.1(a)(vi)
		(Ownership) shall survive indefinitely, (y) the representations and
		warranties set forth in Sections 3.1(a)(ix) (Tax Matters) and
		3.1(a)(xxiii) (Tax Character) shall survive for 60 days after the applicable
		statute of limitations and (z) the representations and warranties set
		forth in Section 3.1(a)(xiii) (Environmental Matters) shall survive for
		two years from the Initial Closing Date; (ii) (x) the representations and
		warranties made as a condition precedent to the Galena 3 Closing Date and
		set forth in Sections 3.1(b)(i) (Organization, Good Standing, Etc. of
		Seller), 3.1(b)(ii) (Organization, Good Standing, Etc. of ORNI 14) and
		3.1(b)(iii) (Authority) shall survive indefinitely, (y) the
		representations and warranties set forth in Sections 3.1(b)(vii) (Tax
		Matters) and 3.1(b)(xx) (Tax Character) shall survive for 60 days after the
		applicable statute of limitations and (z) the representations and
		warranties set forth in Section 3.1(b)(x) (Environmental Matters) shall
		survive for two years from the Galena 3 Closing Date; and (iii) the
		representations and warranties made in Section 4.5 (Post Closing
		Deliverables) shall survive for 90 days after the Date Certain.
	 

	 
		(b) All claims by a Seller Indemnified Party
		for indemnification pursuant to this Article 6 resulting from breaches of
		representations or warranties shall be forever barred unless Purchasers are
		notified on or prior to the Initial Closing Date or on or prior to the Galena 3
		Closing Date with respect to those representations and warranties made as a
		condition precedent to the Galena 3 Closing; provided, that,
		if written notice of a claim for indemnification has been given by such Seller
		Indemnified Party on or prior to the Initial Closing Date or the Galena 3
		Closing Date with respect to those representations and warranties made as a
		condition precedent to the Galena 3 Closing, then the obligation of the
		Purchasers to indemnify such Seller Indemnified Party pursuant to this
		Article 6 shall survive with respect to such claim until such claim is
		finally resolved.
	 

	 
		 
	 

	 
		 
	 

	 
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		6.9 Mitigation and Limitations on Losses. Notwithstanding anything to the contrary contained
		herein:
	 

	 
		(a) Reasonable Steps to Mitigate. Each of the Indemnified Parties will take, at the
		Indemnifying Party’s cost and expense, all reasonable commercial steps
		identified by the Indemnifying Party to mitigate all Indemnified Costs, which
		steps may include availing itself of any defenses, limitations, rights of
		contribution, claims against third Persons and other rights at law or equity.
		The Indemnified Parties will provide such evidence and documentation of the
		nature and extent of the Indemnified Costs as may be reasonably requested by
		the Indemnifying Party. 
	 

	 
		(b) Net of Insurance Benefits. All Losses shall be limited to the amount of actual
		out-of-pocket damages sustained by the Indemnified Party by reason of any
		breach or nonperformance hereunder, net of insurance recoveries from insurance
		policies of the Project Companies (including under the existing title
		policies).
	 

	 
		(c) No Consequential Damages. Indemnified Costs shall not include, and the
		Indemnifying Party shall have no obligation to indemnify any Indemnified
		Parties for or in respect of any punitive, consequential or exemplary damages
		of any nature including, but not limited to, damages for lost profits or
		revenues or the loss or use of such profits or revenue, loss by reason of plant
		shutdown or inability to operate at rated capacity, increased operating
		expenses of plant or equipment, increased costs of purchasing or providing
		equipment, materials, labor, services, costs of replacement, power or capital,
		debt service fees or penalties, inventory or use charges, damages to
		reputation, damages for lost opportunities, or claims of any of the Project
		Companies’ customers, members or affiliates, regardless of whether said
		claim is based upon contract, warranty, tort (including negligence and strict
		liability) or other theory of law.
	 

	 
		6.10
		Payment of Indemnification
		Claims. All claims for
		indemnification shall be paid by the Indemnifying Party in immediately
		available funds in U.S. Dollars. Payments for indemnification claims shall
		be made promptly after any final determination of the amount of such claim is
		made by a court of competent jurisdiction (or by agreement of the Parties
		involved). 
	 

	 
		ARTICLE 7
	 

	 
		GENERAL
		PROVISIONS
	 

	 
		7.1
		Exhibits and
		Schedules. All
		Exhibits and Schedules attached hereto are incorporated herein by
		reference.
	 

	 
		7.2
		Disclosure
		Schedules. Any matter disclosed in
		any section of the Schedules shall be deemed disclosed for all purposes and all
		sections of the Schedules to the extent it is readily apparent from a reading
		of the disclosure that such disclosure is applicable to such other sections. At
		any time prior to the Initial Closing, or with respect to any matter relating
		to ORNI 14 or the Galena 3 Project, at any time prior to the Galena 3 Closing,
		by written notice to Purchasers Seller may supplement or amend the Schedules to
		this Agreement for matters which, if existing or known at the Execution Date,
		would have been required to be set forth or described in the Schedules. For all
		purposes of this Agreement, including for purposes of determining whether
		
	 

	 
		 
	 

	 
		 
	 

	 
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		the conditions set forth in Sections 2.6 and 2.8 have been fulfilled, the Schedules shall be deemed to
		include information contained therein on the Execution Date and shall also be
		deemed to include all information contained in any supplement or amendment to
		the Schedules; unless, solely with respect to ORNI 14, anything disclosed
		therein with respect to ORNI 14 would reasonably be expected to have a Material
		Adverse Effect solely on the Galena 3 Project, determined at the reasonable
		discretion of the Purchasers. If the Initial Closing or the Galena 3 Closing,
		as the case may be, shall occur, then all claims with respect to any matters
		disclosed pursuant to any such supplement or amendment at or prior to such
		closing shall be waived and Purchasers shall not be entitled to make a claim
		thereon pursuant to the terms of this Agreement (for indemnification, breach or
		otherwise).
	 

	 
		7.3
		Amendment, Modification and
		Waiver. This Agreement may not be amended or modified except by
		an instrument in writing signed by the Party against which enforcement of such
		amendment or modification is sought. Any failure of Purchasers or Seller to
		comply with any obligation, covenant, agreement, or condition contained herein
		may be waived only if set forth in an instrument in writing signed by the Party
		to be bound thereby, but such waiver or failure to insist upon strict
		compliance with such obligation, covenant, agreement or condition shall not
		operate as a waiver of, or estoppel with respect to, any other failure.
	 

	 
		7.4
		Severability. If any term or
		other provision of this Agreement is invalid, illegal, or incapable of being
		enforced by any rule of Applicable Law, or public policy, all other conditions
		and provisions of this Agreement shall nevertheless remain in full force and
		effect so long as the economic or legal substance of the transactions
		contemplated herein are not affected in any manner materially adverse to any
		Party.
	 

	 
		7.5
		Expenses. Each Party
		will be responsible for all of its own costs, fees and expenses in connection
		with the preparation, negotiation and consummation of the transactions
		contemplated by this Agreement and the other Transaction Documents, whether or
		not the Initial Closing or the Galena 3 Closing occurs. No Party shall be
		responsible for any commission, broker’s fee, finder’s fee or similar
		fee or expense of any other Party.
	 

	 
		7.6
		Parties in
		Interest. This Agreement shall be binding upon and, except as
		provided below, inure solely to the benefit of each Party and their successors
		and assigns, and nothing in this Agreement, express or implied, is intended to
		confer upon any other Person (other than the Indemnified Parties as provided in
		Article 6) any rights or remedies of any nature whatsoever under or by
		reason of this Agreement.
	 

	 
		7.7
		Notices. All notices
		and other communications hereunder shall be in writing and shall be deemed
		given if delivered personally, by a nationally recognized overnight courier, by
		facsimile, or mailed by registered or certified mail (return receipt requested)
		to the Parties at the following addresses (or at such other address for a Party
		as shall be specified by like notice):
	 

	 
		(a) If to Seller, to:
	 

	 
		Ormat Nevada, Inc.
	 

	 
		6225 Neil Road
	 

	 
		Reno, Nevada 89511
	 

	 
		 
	 

	 
		 
	 

	 
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		Attention: Paul Zavesov, Asset
		Manager
	 

	 
		Telephone: (775) 356-9029
	 

	 
		Facsimile: (775) 356-9039
	 

	 
		With a copy to:
	 

	 
		Chadbourne & Parke LLP
	 

	 
		1200 New Hampshire Avenue, NW
	 

	 
		Washington, DC 20036
	 

	 
		Attention: Noam Ayali
	 

	 
		Telephone: (202) 974-5600
	 

	 
		Facsimile: (202) 974-5602
	 

	 
		(b) If to Morgan Stanley Purchaser Entity,
		to:
	 

	 
		Morgan Stanley Geothermal LLC
	 

	 
		1585 Broadway, Floor 04
	 

	 
		New York, NY 10020
	 

	 
		Attention: Jason Cavaliere, Executive
		Director
	 

	 
		Telephone: (212) 761-1385
	 

	 
		Facsimile: (212) 507-4012
	 

	 
		With a copy to:
	 

	 
		Morgan Stanley & Co. Incorporated

	 

	 
		1221 Avenue of the Americas, Floor 40

	 

	 
		New York, NY 10036
	 

	 
		Attention: Duane Hughes, Executive
		Director
	 

	 
		Telephone: (212) 762-5032
	 

	 
		Facsimile: (212) 507-0423
	 

	 
		(c) If to Lehman Brothers Purchaser Entity,
		to:
	 

	 
		Lehman-OPC LLC
	 

	 
		c/o Lehman Brothers
	 

	 
		745 7th Ave, 5th Floor
	 

	 
		New York, NY 10019
	 

	 
		Attention: Carl Weatherley-White
	 

	 
		Telephone: (212) 526-4041
	 

	 
		Facsimile: (212) 834-4754
	 

	 
		All notices and other communications given
		in accordance herewith shall be deemed given (i) on the date of delivery,
		if hand delivered, (ii) on the date of receipt, if faxed (provided a hard
		copy of such transmission is dispatched by first class mail within 48
		hours), (iii) 3 Business Days after the date of mailing, if mailed by
		registered or certified mail, return receipt requested, and (iv) 1
		Business Day after the date of sending, if sent by a nationally recognized
		overnight courier; provided,
		that a notice given in accordance with this Section 7.7
		but received on any day other 
	 

	 
		 
	 

	 
		 
	 

	 
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		than a Business Day or after business hours
		in the place of receipt, will be deemed given on the next Business Day in that
		place.
	 

	 
		7.8
		Counterparts. This Agreement
		may be executed and delivered (including by facsimile transmission) in one or
		more counterparts, all of which shall be considered one and the same agreement
		and shall become effective when one or more counterparts have been signed by
		each of the Parties and delivered to the other Parties, it being understood
		that all Parties need not sign the same counterpart.
	 

	 
		7.9
		Entire
		Agreement. This Agreement
		(together with the other Transaction Documents) constitutes the entire
		agreement of the Parties and supersedes all prior agreements, letters of intent
		and understandings, both written and oral, among the Parties with respect to
		the subject matter hereof. 
	 

	 
		7.10
		GOVERNING LAW; CHOICE OF FORUM;
		WAIVER OF JURY TRIAL. THIS AGREEMENT
		SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
		NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW (OTHER THAN
		SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW, WHICH SHALL APPLY
		TO THIS AGREEMENT). THE PARTIES HEREBY IRREVOCABLY SUBMIT TO THE NON-EXCLUSIVE
		JURISDICTION OF ANY STATE OR FEDERAL COURT IN NEW YORK WITH RESPECT TO ANY
		ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY
		HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY ACTION, SUIT
		OR PROCEEDING RELATING TO A DISPUTE AND FOR ANY COUNTERCLAIM WITH RESPECT
		THERETO.
	 

	 
		7.11
		Public
		Announcements. Except for statements made or press releases issued
		(i) pursuant to the Securities Act of 1933 or the Securities Exchange
		Act of 1934, (ii) pursuant to any listing agreement with any national
		securities exchange or the National Association of Securities Dealers, Inc., or
		(iii) as otherwise required by law, neither Seller nor Purchasers shall
		issue, or permit any of their respective Affiliates to issue, any press release
		or otherwise make any public statements with respect to this Agreement or the
		transactions contemplated hereby without the prior written consent of the other
		Parties. Seller and Purchasers will have the right to review in advance all
		information relating to the transactions contemplated by the Transaction
		Documents that appear in any filing made in connection with the transactions
		contemplated hereby or thereby.
	 

	 
		7.12
		Assignment. This Agreement
		and all of the provisions hereof will be binding upon and inure to the benefit
		of the Parties and their respective successors and permitted assigns. This
		Agreement may only be assigned to the same extent (and only by and to the same
		Persons) that membership interests in the Company are assignable pursuant to
		the terms of the Company LLC Agreement. Any attempted assignment of this
		Agreement other than in strict accordance with this Section and the terms of
		the Company LLC Agreement shall be null and void and of no force or
		effect.
	 

	 
		 
	 

	 
		 
	 

	 
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		7.13 Relationship of Parties. This Agreement
		does not constitute a joint venture, association or partnership between the
		Parties. No express or implied term, provision or condition of this Agreement
		shall create, or shall be deemed to create, an agency, joint venture,
		partnership or any fiduciary relationship between the Parties.
	 

	 
		7.14
		Intent of the
		Parties. The Parties intend, for federal income tax purposes,
		that the acquisition of the Class B Membership Interests is an acquisition
		of an undivided interest in the Projects and a contribution to the Company of
		such undivided interest.
	 

	 
		[Remainder of page intentionally left
		blank. Signature pages to follow.]
	 

	 
		 
	 

	 
		-31-
	 

	 
		 
	 



	 
	 

	 

	 
		IN WITNESS WHEREOF, each Party hereto has
		caused this Agreement for Purchase of Membership Interests to be signed on its
		behalf as of the date first written above.
	 

	 
		 
	 

	 
			 	
				
				  ORMAT NEVADA, INC.
				

			 
	 	 	 
	 	
				
				  By:  
				

			 	
				
				   
				

			 
	 	
				
				  Name:  
				

			 	
				
				   
				

			 
	 	
				
				  Title:  
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
			 	
				
				  MORGAN STANLEY GEOTHERMAL
				  LLC
				

			 
	 	 	 
	 	
				
				  By:  
				

			 	
				
				   
				

			 
	 	
				
				  Name:  
				

			 	
				
				   
				

			 
	 	
				
				  Title:  
				

			 	
				
				   
				

			 

 

	  

	 	 	 
	 	
			 
				LEHMAN-OPC LLC
			 

		  
	 	 	 
	 	
			 
				By:  
			 

		  	
			 
				 
			 

		  
	 	
			 
				Name:  
			 

		  	
			 
				 
			 

		  
	 	
			 
				Title:  
			 

		  	
			 
				 
			 

		  


	 
		
 
 [Signature page to Agreement for Purchase of Membership
		Interests in OPC LLC]
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		ANNEX I
	 

	 
		DEFINITIONS
	 

	 
		“Affiliate”
		means, with respect to any Person, any other Person controlling, controlled by
		or under common control with such first Person. For purposes of this definition
		and the Agreement, (a) the term “control” (and correlative
		terms) means (1) the ownership of 50% or more of the equity interest
		in a Person, or (2) the power, whether by contract, equity ownership or
		otherwise, to direct or cause the direction of the policies or management of a
		Person, and (b) the Company shall be deemed to be an Affiliate of Seller
		prior to the Initial Closing (for purposes of representations and warranties),
		but shall not be deemed to be an Affiliate of Seller or Purchasers from and
		after the Initial Closing.
	 

	 
		“Agreement”
		means this Agreement for Purchase of Class B Membership Interests, and all
		schedules and exhibits hereto.
	 

	 
		“Applicable Law” means any constitution, statute, law, rule,
		regulation, ordinance, judgment, order, decree or governmental approval, or any
		published directive or requirement which has the force of law, or other
		governmental restriction which has the force of law, or any determination by,
		or interpretation of any of the foregoing by, any judicial authority,
		applicable to and/or binding on the Seller, the Company, the Project Companies,
		or the Purchasers, as the context may require, whether in effect as of the
		Initial Closing Date or the Galena 3 Closing Date, and in each case as amended,
		modified and/or supplemented.
	 

	 
		“Assignment Agreement” means the Assignment of Membership Interests,
		dated as of the Initial Closing Date, by and among Purchasers, Seller and the
		Company.
	 

	 
		“Base Case Model” has the meaning set forth in the Company LLC
		Agreement. The Base Case Model will be updated in connection with the Galena 3
		Closing as described in Schedule 2.2(b)(ii).
	 

	 
		“Business Day” means any day other than (i) a Saturday or
		Sunday or (ii) a day on which commercial banks in New York, New York are
		authorized or required to be closed.
	 

	 
		“Class B Membership Interests” has the meaning set forth in the Company LLC
		Agreement.
	 

	 
		“Code” means
		the United States Internal Revenue Code of 1986, as amended.
	 

	 
		“Company”
		has the meaning set forth in the preamble to this Agreement.
	 

	 
		“Company Interim Financials” has the meaning set forth in
		Section 3.1(a)(x).
	 

	 
		“Company LLC Agreement” means the Amended and Restated Limited Liability
		Company Agreement of the Company by and between Seller and Purchasers,
		substantially in the form annexed as Exhibit C,
		dated the Initial Closing Date.
	 

	 
		“Confidentiality Agreements” has the meaning set forth in Section 4.2.
		
	 

	 
		 
	 

	 
		A-1
	 

	 
		 
	 



	 
	 

	 

	 
		“Date Certain” means April 30, 2008.
	 

	 
		“Desert Peak 2 Project” means the 12 MW geothermal power project owned by
		ORNI 3 as described on Schedule 1.
	 

	 
		“Effective Time” has the meaning set forth in
		Section 2.3.
	 

	 
		“Environmental Law” means any and all Applicable Laws and permits
		issued, promulgated or entered into by any governmental entity relating to the
		environment, the protection or preservation of human health or safety,
		including the health and safety of employees, the preservation or reclamation
		of natural resources, or the management, release or threatened release of
		Hazardous Substances.
	 

	 
		“ERISA”
		means the United States Employee Retirement Income Security Act of 1974,
		as amended.
	 

	 
		“Execution Date” means June 7, 2007.
	 

	 
		“Exhibits”
		means the Exhibits attached to the Agreement.
	 

	 
		“FERC” means
		the Federal Energy Regulatory Commission.
	 

	 
		“Galena 2 Project” means the 10 MW geothermal power project owned by
		Steamboat Hills as described on Schedule 1.
	 

	 
		“Galena 3 Closing” means the closing of the simultaneous transfer by
		Seller of all of the issued and outstanding membership interests in ORNI 14 to
		the Company and the payment by Purchasers to Seller of the Galena 3 Closing
		Payment.
	 

	 
		“Galena 3 Closing Date” has the meaning set forth in
		Section 2.4.
	 

	 
		“Galena 3 Closing Payment” has the meaning set forth in
		Section 2.2.
	 

	 
		“Galena
		3 Commercial Operation Date” means
		the date on which the Galena 3 Project substation is energized from the
		transmission system and its turbines are commissioned and ready for
		operation.
	 

	 
		“Galena 3 Effective Time” has the meaning set forth in
		Section 2.4.
	 

	 
		“Galena 3 Project” means the 17 MW geothermal power project owned by
		ORNI 14 as described on Schedule 1.
	 

	 
		“GAAP” means
		United States generally accepted accounting principles as recognized by the
		American Institute of Certified Public Accountants, as in effect from time to
		time, consistently applied and maintained on a consistent basis for a Person
		throughout the period indicated and consistent with such Person’s prior
		financial practice.
	 

	 
		 
	 

	 
		A-2
	 

	 
		 
	 



	 
	 

	 

	 
		“Governmental Authority” means any governmental department, commission,
		board, bureau, agency, court or other instrumentality of any country, state,
		province, county, parish or municipality, jurisdiction, or other political
		subdivision thereof.
	 

	 
		“Hazardous Substances” means (A) any hazardous materials, hazardous
		wastes, hazardous substances, toxic wastes, solid wastes, and toxic substances
		as those or similar terms are defined under any Environmental Laws;
		(B) any friable asbestos or friable asbestos-containing material;
		(C) polychlorinated biphenyls (“PCBs”), or
		PCB-containing materials or fluids; (D) radon; (E) any petroleum,
		petroleum hydrocarbons, petroleum products, crude oil and any fractions or
		derivatives thereof; and (F) any  any other hazardous, radioactive,
		toxic or noxious substance, material, pollutant, or contaminant that, whether
		by its nature or its use, is subject to regulation or giving rise to liability
		under any Environmental Laws.
	 

	 
		“Indemnified Party” means any Person seeking indemnification from
		another Person pursuant to Article 6.
	 

	 
		“Indemnifying Party” means any Person against whom a claim for
		indemnification is asserted by another Person pursuant to
		Article 6.
	 

	 
		“Independent Engineer” means Stone & Webster Management Consultants,
		Inc. 
	 

	 
		“Initial Closing” has the meaning set forth in
		Section 2.3.
	 

	 
		“Initial Closing Date” means the date of the Initial Closing. 
	 

	 
		“Initial Closing Payment” has the meaning set forth in
		Section 2.2.
	 

	 
		“Interim Financials” has the meaning set forth in
		Section 3.1(a)(x).
	 

	 
		“IRS” means
		the Internal Revenue Service of the United States of America.
	 

	 
		“Knowledge", with
		respect to Seller, means the actual knowledge, after due inquiry, of the
		persons listed below with respect to the subject matter(s) set forth below and
		the knowledge each such Person would have as a result of reasonable inquiries
		of employees of Seller with supervisory or managerial responsibilities related
		to such matters. 
	 

	 
		 
	 

	 
			
				
				  Name
				

			 	 	
				
				  Subject Matter
				

			 
	
				
				  Yoram Bronicki, Chief Operating
				  Officer
				

			 	 	
				
				  Sections 3.1(a)(i) through
				  (xxviii) and (b) (i) through (xxiv)
				

			 
	
				
				  Scott Kessler,
				  Environmental/Regulatory Affairs Administrator
				

			 	 	
				
				  Sections 3.1(a)(xiii), (xiv),
				  (xxiv) and (xxvi)
 Sections 3.1(b)(x), (xi), (xxi) and (xxiii)
				

			 

 

	 
		 
	 

	 
		A-3
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 

	 
			
				
				  Name
				

			 	 	
				
				  Subject Matter
				

			 
	
				
				  Paul Zavesov, Asset Manager
				

			 	 	
				
				  Sections 3.1(a)(vii), (xv),
				  (xvi), (xvii), (xviii), (xix), (xx), (xxi), (xxii), (xxiv) and
				  (xxvi)
 Sections 3.1(b)(vi), (xii),
				  (xiii), (xiv), (xv), (xvi), (xvii), (xviii), (xix), (xxi) and (xxiii)
				

			 

 

	 
		“Known Geothermal Resource Area” has the meaning set forth in
		Section 3.3.
	 

	 
		“Liens”
		means any liens, pledges, claims, security interests, encumbrances, easements,
		rights-of-way, mortgages, deeds of trust, covenants, restrictions, rights of
		first refusal or defects in title.
	 

	 
		“Manager”
		has the meaning set forth in the Company LLC Agreement.
	 

	 
		“Management Services Agreement” means the Management Services Agreement dated the
		date hereof between the Manager and the Company, substantially in the form
		annexed as Exhibit D.
	 

	 
		“Material Adverse Effect” means (1) a material adverse effect on the
		business, assets, liabilities, financial condition or results of operations of
		the Project Companies, taken as a whole, excluding any effect resulting from
		(a) any change in political, social, economic, industry, market or
		financial conditions (including changes in the electric generating,
		transmission or distribution industry, the wholesale or retail markets for
		electrical power, the general state of the energy industry, including natural
		gas and natural gas liquid prices, the transmission system, interest rates,
		consumer confidence, outbreak of hostilities, terrorist activities or war),
		whether general or regional in nature or limited to any area in which the
		Projects are located or any of the Project Companies operate, (b) any
		change in Applicable Law or regulatory policy, (c) effects of weather or
		meteorological events, or (d) the execution or delivery of the Transaction
		Documents, the consummation of the transactions contemplated thereby or the
		announcement thereof, other than such changes or events that affect the Seller,
		the Company and the Project Companies materially disproportionally; or
		(2) an actual reduction of $5,000,000 or more on the net present value of
		the Tax Credits and distributable cash from the Projects over the 10 years from
		the Initial Closing Date. The net present value will be calculated by
		discounting to the Initial Closing Date the Tax Credits and distributable cash
		received to the date of the calculation and discounting such remaining Tax
		Credits and cash to the end of the 10-year period that are projected in the
		Base Case Model using a discount rate of 6.24%.
	 

	 
		“Material Contract” means (1) a contract for the sale of
		electric energy or transmission services of a Project; (2) a contract,
		lease, indenture or security under which 
	 

	 
		 
	 

	 
		A-4
	 

	 
		 
	 



	 
	 

	 

	 
		the Company or any Project Company
		(a) has created, incurred, assumed or guaranteed any indebtedness for
		borrowed money or obligations under any lease that, in accordance with GAAP,
		should be capitalized, (b) has created a mortgage, security interest or
		other consensual encumbrance on any property with a fair market value in excess
		of $4,000,000 (other than any Permitted Liens), or (c) has a reimbursement
		obligation in respect of any letter of credit, guaranty, bond, or other credit
		or collateral support arrangement required to be maintained by any Project
		Company under the terms of any contract referred to in clause (1) above;
		(3) a contract for management, operation or maintenance of a Project;
		(4) a product warranty or repair contract by or with a manufacturer or
		vendor of equipment owned or leased by a Project Company with a fair market
		value in excess of $4,000,000; and (5) any other contract that could
		require payments of more than $4,000,000, in the aggregate for any Project
		Company during any fiscal year.
	 

	 
		“Newmont Easement” means the Easement Agreement for Electrical
		Transmission Line, dated September 27, 2002, between WSGC and Newmont
		Mining Corporation.
	 

	 
		“Newmont Lease” means the Geothermal Lease Agreement, dated
		October 14, 2003, between WSGC and Newmont Mining Corporation.
	 

	 
		“Newmont Right of Way” means the Right of Way, dated February 6, 2004,
		between WSGC and Newmont Mining Corporation.
	 

	 
		“Operation and Maintenance Agreements” means, collectively, the Amended and Restated
		Operation and Maintenance Agreements between the Seller or an Affiliate of
		Seller and each Project Company, attached hereto as Exhibit E.
	 

	 
		“Operator”
		has the meaning provided in the Operation and Maintenance Agreements.
	 

	 
		“Ordinary Course of Business” means the ordinary conduct of business consistent
		with past custom and practice (including with respect to quantity and
		frequency).
	 

	 
		“Organizational Documents” means articles of incorporation, certificate of
		incorporation, charter, bylaws, articles of organization, formation or
		association, regulations, operating agreement, certificate of limited
		partnership, partnership agreement, and all other similar documents,
		instruments or certificates executed, adopted, or filed in connection with the
		creation, formation or organization of a Person, including any amendments
		thereto.
	 

	 
		“ORNI 3” has
		the meaning set forth in Schedule 1.
	 

	 
		“ORNI 14”
		has the meaning set forth in Schedule 1.
	 

	 
		“Party”
		means a party to the Agreement.
	 

	 
		“Permitted Liens” means (a) liens for taxes not yet due or
		that are being contested in good faith by appropriate proceedings,
		(b) carriers’, warehousemen’s, mechanics’,
		materialmen’s, repairmen’s, employees’, contractors’,
		operators’ or other similar liens or charges securing the payment of
		expenses not yet due and payable that were incurred in the 
	 

	 
		 
	 

	 
		A-5
	 

	 
		 
	 



	 
	 

	 

	 
		Ordinary Course of Business of each Project
		Company, (c) trade contracts or other obligations of a like nature
		incurred in the Ordinary Course of Business of each Project Company,
		(d) obligations or duties to any Governmental Authority arising in the
		Ordinary Course of Business (including under licenses and permits held by the
		Project Companies and under Applicable Law), (e) obligations or duties
		under easements, leases or other property rights, and (f) all other
		encumbrances and exceptions that are incurred in the Ordinary Course of
		Business of each Project, are not incurred for borrowed money and do not have a
		Material Adverse Effect on either the use of any assets of the Project
		Companies as currently used or the value of any such assets.
	 

	 
		“Person”
		means an individual, corporation, partnership, limited liability company,
		association, trust, unincorporated organization, or other entity.
	 

	 
		“Post Closing Deliverables” means each of the following items:
	 

	 
		(i) the Frase Consent to the Sublease dated
		June 1, 2007, between WSGC and ORNI 3;
	 

	 
		(ii) the transfer of the Newmont Easement,
		or rights thereunder, from WSGC to ORNI 3 and the consent of Newmont Mining to
		such transfer;
	 

	 
		(iii) the transfer of the Newmont Lease, or
		rights thereunder, from WSGC to ORNI 3 and the consent of Newmont Mining to
		such transfer;
	 

	 
		(iv) the transfer of Right of Way Agreement
		(N-20001), dated June 20, 1979, between Phillips Petroleum and Nevada
		Bureau of Land Management, from WSGC to ORNI 3 and the consent of the Bureau of
		Land Management to such transfer;
	 

	 
		(v) the transfer of Right of Way Agreement
		(N-39518), dated October 25, 1984, between Phillips Petroleum and
		Winnemucca Bureau of Land Management, from WSGC to ORNI 3 and the consent of
		the Bureau of Land Management to such transfer;
	 

	 
		(vi) the transfer of the Powerline License
		Agreement (4-07-20-L3010), dated June 19, 1985, between Phillips Petroleum
		Company and U.S. Department of the Interior, Bureau of Land Reclamation "BLR",
		from WSGC to ORNI 3, with the consent of the BLR to such transfer or the
		reissuance of such license in the name of ORNI 3 by the BLR;
	 

	 
		(vii) the transfer of rights under the
		Letter Agreement regarding Longitudinal Easements, dated June 14, 2002,
		between Burlington Northern and Stante Fe Railway Company, from WSGC to ORNI 3,
		with the consent of Burlington Northern to such transfer;
	 

	 
		(viii) the issuance of the Desert
		Peak 2 Title Policy without any exceptions for any of the foregoing items
		(i) through (vii) above;
	 

	 
		 
	 

	 
		A-6
	 

	 
		 
	 



	 
	 

	 

	 
		(ix) a surveyor’s certification in form
		and substance reasonably acceptable to the Purchasers; and
	 

	 
		(x) the transfer of the Newmont Right of
		Way.
	 

	 
		“Project Companies” means, each of ORNI 3, Steamboat Hills and ORNI
		14, provided, however, that
		for the purposes of Sections 2.6 and 3.1(a) and prior to the Galena 3
		Closing Date, Project Companies shall be deemed to include only ORNI 3 and
		Steamboat Hills. 
	 

	 
		“Projects”
		means the geothermal power projects described on Schedule 1.
	 

	 
		“PUHCA” has
		the meaning set forth in Section 3.1(a)(xxvi).
	 

	 
		“Purchase Price” has the meaning set forth in
		Section 2.2.
	 

	 
		“Purchasers”
		has the meaning set forth in the first paragraph of the Agreement.
	 

	 
		“Purchaser Indemnified Costs” means, subject to Article 6 of this
		Agreement, any and all damages, losses, claims, liabilities, demands, charges,
		suits, Taxes, penalties, costs, and reasonable expenses (including court costs
		and reasonable attorneys’ fees and expenses of one law firm (plus one firm
		of local counsel in any jurisdiction where a Project is located), for all
		Purchaser Indemnified Parties, incurred by any of the Purchaser Indemnified
		Parties resulting from or relating to (i) any breach or default by Seller
		of any representation, warranty, covenant, indemnity or agreement under this
		Agreement or any other Transaction Document or (ii) any claim for fraud,
		gross negligence, or willful misconduct relating to this Agreement or any
		Transaction Document.
	 

	 
		“Purchaser Indemnified Parties” means Purchasers and each of their respective
		Affiliates and each of their respective shareholders, members, officers,
		directors, employees, agents, and other representatives, and their respective
		successors and assigns.
	 

	 
		“PURPA” has
		the meaning set forth in Section 3.1(a)(xxiv).
	 

	 
		“Schedules”
		means the Schedules attached to this Agreement.
	 

	 
		“Seller” has
		the meaning set forth in the first paragraph of this Agreement.
	 

	 
		“Seller Indemnified Costs” means, subject to Article 6 of this
		Agreement, any and all damages, losses, claims, liabilities, demands, charges,
		suits, Taxes, penalties, costs, and reasonable expenses (including court costs
		and reasonable attorneys’ fees and expenses of one law firm for all Seller
		Indemnified Parties) incurred by any of the Seller Indemnified Parties
		resulting from or relating to (i) any breach or default by any Purchaser
		of any representation, warranty, covenant, indemnity or agreement under this
		Agreement or any other Transaction Document or (ii) any claim for fraud or
		willful misconduct relating to this Agreement or any Transaction
		Document.
	 

	 
		 
	 

	 
		A-7
	 

	 
		 
	 



	 
	 

	 

	 
		“Seller Indemnified Parties” means Seller and each of its Affiliates and each
		of their respective shareholders, members, officers, directors, employees,
		agents, and other representatives, and their respective successors and
		assigns.
	 

	 
		“Seller Interim Financials” has the meaning set forth in
		Section 3.1(a)(x).
	 

	 
		“Specified Leases or Easements” means each of the following leases or easements:
		(i) the Newmont Lease Agreement; (ii) the Newmont Easement; (iii) the
		Newmont Right of Way; (iv) Right of Way Agreement (N-20001) and (v) Right
		of Way Agreement (N-39518).
	 

	 
		“Steamboat Hills” has the meaning set forth in
		Schedule 1.
	 

	 
		“Steamboat Hills Project” means the 10 MW geothermal power project owned by
		Steamboat Hills as described on Schedule 1.
	 

	 
		“Tax” or
		"Taxes” means any taxes, assessments, fees and other
		governmental charges imposed by any Governmental Authority, including income,
		profits, gross receipts, net proceeds, alternative or add-on minimum, ad
		valorem, value added, turnover, sales, use, property, personal property
		(tangible and intangible), environmental, stamp, leasing, lease, user, excise,
		duty, franchise, capital stock, transfer, registration, license, withholding,
		social security (or similar), unemployment, disability, payroll, employment,
		fuel, excess profits, occupational, premium, windfall profit, severance,
		estimated, or other tax of any kind whatsoever, including any interest,
		penalty, or addition thereto, whether disputed or not.
	 

	 
		“Tax Credits” means the renewable electricity production tax
		credits within the meaning of Section 45 of the Code or any successor to
		such Section.
	 

	 
		“Tax Returns” means any return, report, statement, information
		return or other document (including any amendments thereto and any related or
		supporting information) filed or required to be filed with any Governmental
		Authority in connection with the determination, assessment, collection or
		administration of any Taxes or the administration of any laws, regulations or
		administrative requirements relating to any Taxes.
	 

	 
		“Third Party Claim” has the meaning set forth in
		Section 6.2.
	 

	 
		“Transaction Documents” has the meaning set forth in the Company LLC
		Agreement. 
	 

	 
		“WSGC” means
		Western States Geothermal Company, a Delaware corporation.
	 

	 
		OTHER DEFINITIONAL PROVISIONS
	 

	 
		(b) All terms in this Agreement shall have
		the defined meanings when used in any certificate or other document made or
		delivered pursuant hereto unless otherwise defined therein.
	 

	 
		(c) As used in this Agreement and in any
		certificate or other documents made or delivered pursuant hereto or thereto,
		accounting terms not defined in this Agreement or in any 
	 

	 
		 
	 

	 
		A-8
	 

	 
		 
	 



	 
	 

	 

	 
		such certificate or other document, and
		accounting terms partly defined in this Agreement or in any such certificate or
		other document to the extent not defined, shall have the respective meanings
		given to them under GAAP. To the extent that the definitions of accounting
		terms in this Agreement or in any such certificate or other document are
		inconsistent with the meanings of such terms under GAAP, the definitions
		contained in this Agreement or in any such certificate or other document shall
		control.
	 

	 
		(d) The words “hereof”,
		“herein”, “hereunder”, and words of similar import when
		used in this Agreement shall refer to this Agreement as a whole and not to any
		particular provision of this Agreement. Section references contained in
		this Agreement are references to Sections in this Agreement unless
		otherwise specified. The term “including” shall mean “including
		without limitation”.
	 

	 
		(e) The definitions contained in this
		Agreement are applicable to the singular as well as the plural forms of such
		terms and to the masculine as well as to the feminine and neuter genders of
		such terms.
	 

	 
		(f) Any agreement, instrument or statute
		defined or referred to herein or in any instrument or certificate delivered in
		connection herewith means such agreement, instrument or statute as from time to
		time amended, modified or supplemented and includes (in the case of agreements
		or instruments) references to all attachments thereto and instruments
		incorporated therein. 
	 

	 
		(g) Any references to a Person are also to
		its permitted successors and assigns.
	 

	 
		(h) All Article and Section titles
		or captions contained in this Agreement or in any Exhibit or
		Schedule referred to herein and the table of contents of this Agreement
		are for convenience only and shall not be deemed a part of this Agreement or
		affect the meaning or interpretation of this Agreement. Unless otherwise
		specified, all references herein to numbered Articles and
		Sections are to Articles and Sections of this Agreement, as
		applicable, and all references herein to Schedules or Exhibits are to
		Schedules and Exhibits to this Agreement.
	 

	 
		(i) Unless otherwise specified, all
		references contained in this Agreement, in any Exhibit or
		Schedule referred to herein or in any instrument or document delivered
		pursuant hereto to dollars or “$” shall mean United States
		dollars.
	 

	 
		(j) The Parties have participated jointly in
		the negotiation and drafting of this Agreement. In the event an ambiguity or
		question of intent or interpretation arises, this Agreement shall be construed
		as if drafted jointly by the Parties and no presumption or burden of proof
		shall arise favoring or disfavoring any Party by virtue of the authorship of
		any of the provisions of this Agreement. 
	 

	 
		 
	 

	 
		A-9
	 

	 
		 
	 



	 
	 

	 

	 
		Exhibit A
	 

	 
		[Reserved]
	 

	 
		 
	 

	 
		 
	 

	 
		 
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		Exhibit B
	 

	 
		[Reserved]
	 

	 
		 
	 

	 
		 
	 

	 
		 
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		Exhibit C
	 

	 
		Company LLC Agreement
	 

	 
		 
	 

	 
		 
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		Exhibit D
	 

	 
		Form of Management Services
		Agreement
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		Exhibit E
	 

	 
		Operation and Maintenance
		Agreements
	 

	 
		 
	 










Schedule 1

Project Companies and Projects

Prior to the Galena 3 Closing:

 


	
      Name of Project Company
 	
      Project
 	
      Location of Project
 	
      Generating Capacity (MW)
 	
      PPA Offtaker
 	
      PPA End Date
 
	
                        ORNI 3, LLC
 	
                        Desert Peak 2
 	
                        Churchill County, Nevada
 	
                        12
 	
                        Nevada Power Company
 	
                        2027
 
	
                        Steamboat Hills, LLC
 	
                        Galena 2
 	
                        Washoe County, Nevada
 	
                        10
 	
                        Nevada Power Company
 	
                        2027
 
	
                        Steamboat Hills, LLC
 	
                        Steamboat Hills
 	
                        Washoe County, Nevada
 	
                        10
 	
                        Sierra Pacific Power Company
 	
  2018
 




 

After the Galena 3 Closing:

 


	
      Name of Project Company
 	
      Project
 	
      Location of Project
 	
      Generating Capacity (MW)
 	
      PPA Offtaker
 	
      PPA End Date
 
	
                        ORNI 3, LLC
 	
                        Desert Peak 2
 	
                        Churchill County, Nevada
 	
                        12
 	
                        Nevada Power Company
 	
                        2027
 
	
                        Steamboat Hills, LLC
 	
                        Galena 2
 	
                        Washoe County, Nevada
 	
                        10
 	
                        Nevada Power Company
 	
                        2027
 
	
                        Steamboat Hills, LLC
 	
                        Steamboat Hills
 	
                        Washoe County, Nevada
 	
                        10
 	
                        Sierra Pacific Power Company
 	
                        2018
 
	
                        ORNI 14, LLC 
 (“ORNI 14”)
 	
                        Galena 3
 	
                        Washoe County, Nevada
 	
                        17
 	
                        Sierra Pacific Power Company
 	
  2028*
 




 


	
                        *
 	
                        The Galena 3 power purchase agreement will expire twenty years from January 1 following the commercial operations date. The expiration date presented above is based on current expectations regarding the commercial operations date of the Galena 3 Project.
 




 

 




 



Schedule 2.1

Initial Closing Payment

 


	
      Purchaser
 	
      Initial Closing Payment
 	
      Class B Membership Interests
 
	
                        Morgan Stanley Geothermal, LLC
 	
                        $50,260,000
 	
                        70%
 
	
                        Lehman-OPC LLC
 	
                        $21,540,000
 	
  30%
 




 






Schedule 2.2(b)(ii)

Galena 3 Purchase Price Adjustment Example

See attachment.

 

 




 



Schedule 3.1(a)(v)

Absence of Litigation

None.

 

 




 



Schedule 3.1(a)(vii)

Sufficiency of Assets

See Schedule 3.1(a)(xvi) in relation to the Post Closing Deliverables and extensions required.

 

 




 



Schedule 3.1(a)(x)

Interim Financials

See attachment.

 

 




 



Schedule 3.1(a)(xii)

Compliance with Applicable Law

None.

 

 




 



Schedule 3.1(a)(xiii)

Environmental Matters

Our Steamboat Hills Project was recently advised by the Washoe County Water Department that certain changes had been observed in the course of the County’s monitoring of well chemistry and was asked to explain why this was occurring. In the course of our investigation, we discovered that a liner in a geothermal fluid injection well failed, resulting in injection of the spent geothermal fluid at a higher depth than the designed and permitted depth for such injection. The Washoe County Water Department and the State of Nevada have also indicated their concern that the injection well may be situated near a geological fault, which may also be causing the movement of injected fluid into a higher zone of the groundwater aquifer. We engaged an outside geothermal consultant to examine the situation and have since completed the well repair work. We have agreed with the State of Nevada to conduct an
expanded monitoring program and to continue to study the issue. If it should be determined that the injection well location is not acceptable, it may be necessary to drill a new injection well to manage the spent geothermal fluids.

 

 




 



Schedule 3.1(a)(xiv)

Permits

ORNI 3 LLC

Class II Air Quality Operating Permit (AP4911-0503.01) issued on September 8, 2003 by Nevada Bureau of Air Pollution Control

Environmental Permit Audit (EMA Report 1816-04) dated December 2000, issued by Environmental Management Associates, Inc.

Boiler/Pressure Vessel Permit (06-0293) dated June 12, 2006, issued by Nevada Department of Business and Industry, Division of Industrial Relations, Occupational Safety and Health Administration Mechanical Unit

Boiler/Pressure Vessel Permit (06-0294A) dated June 12, 2006, issued by Nevada Department of Business and Industry, Division of Industrial Relations Occupational Safety and Health Administration Mechanical Unit

Boiler/Pressure Vessel Permit (06-0294B) dated June 12, 2006, issued by Nevada Department of Business and Industry, Division of Industrial Relations Occupational Safety and Health Administration Mechanical Unit

Boiler/Pressure Vessel Permit (06-0294C) dated June 12, 2006, issued by Nevada Department of Business and Industry, Division of Industrial Relations Occupational Safety and Health Administration Mechanical Unit

Boiler/Pressure Vessel Permit (06-0294D) dated June 12, 2006, issued by Nevada Department of Business and Industry, Division of Industrial Relations Occupational Safety and Health Administration Mechanical Unit

Boiler/Pressure Vessel Permit (06-0295A) dated June 12, 2006, issued by Nevada Department of Business and Industry, Division of Industrial Relations Occupational Safety and Health Administration Mechanical Unit

Boiler/Pressure Vessel Permit (06-0295B) dated June 12, 2006, issued by Nevada Department of Business and Industry, Division of Industrial Relations Occupational Safety and Health Administration Mechanical Unit

Boiler/Pressure Vessel Permit (06-0296) dated June 12, 2006, issued by Nevada Department of Business and Industry, Division of Industrial Relations Occupational Safety and Health Administration Mechanical Unit

Boiler/Pressure Vessel Permit (06-0297A) dated June 12, 2006, issued by Nevada Department of Business and Industry, Division of Industrial Relations Occupational Safety and Health Administration Mechanical Unit

 

 




 



Boiler/Pressure Vessel Permit (06-0297B) dated June 12, 2006, issued by Nevada Department of Business and Industry, Division of Industrial Relations Occupational Safety and Health Administration Mechanical Unit

Boiler/Pressure Vessel Permit (06-0297C) dated June 12, 2006, issued by Nevada Department of Business and Industry, Division of Industrial Relations Occupational Safety and Health Administration Mechanical Unit

Boiler/Pressure Vessel Permit (06-0297D) dated June 12, 2006, issued by Nevada Department of Business and Industry, Division of Industrial Relations Occupational Safety and Health Administration Mechanical Unit

Boiler/Pressure Vessel Permit (06-0298A) dated June 13, 2006, issued by Nevada Department of Business and Industry, Division of Industrial Relations Occupational Safety and Health Administration Mechanical Unit

Boiler/Pressure Vessel Permit (06-0298B) dated June 13, 2006, issued by Nevada Department of Business and Industry, Division of Industrial Relations Occupational Safety and Health Administration Mechanical Unit

Boiler/Pressure Vessel Permit (06-0298C) dated June 13, 2006, issued by Nevada Department of Business and Industry, Division of Industrial Relations Occupational Safety and Health Administration Mechanical Unit

Boiler/Pressure Vessel Permit (06-0298D) dated June 13, 2006, issued by Nevada Department of Business and Industry, Division of Industrial Relations Occupational Safety and Health Administration Mechanical Unit

Boiler/Pressure Vessel Permit (06-0299) dated June 13, 2006, issued by Nevada Department of Business and Industry, Division of Industrial Relations Occupational Safety and Health Administration Mechanical Unit

Boiler/Pressure Vessel Permit (06-0300) dated June 13, 2006, issued by Nevada Department of Business and Industry, Division of Industrial Relations Occupational Safety and Health Administration Mechanical Unit

Boiler/Pressure Vessel Permit (06-0301) dated June 13, 2006, issued by Nevada Department of Business and Industry, Division of Industrial Relations Occupational Safety and Health Administration Mechanical Unit

Nevada Hazardous Materials Storage Permit Renewal Invoice dated May 9, 2007, issued by Nevada State Fire Marshall (including Hazardous Materials Storage Permit Number 52247-55093 dated May 1, 2007.

Certificate of Occupancy, dated July 12, 2006, issued by Churchill County Building Department

Permit to Construct (UEPA No. 339), dated January 6, 2006, issued by Public Utilities Commission of Nevada

 

 




 



Special Use Permit (004-051-21) Approval Letter, dated March 14, 2003, issued by Churchill County Planning Commission

Steamboat Hills, LLC

Galena II

Commercial Use Permit Application Report issued by the U.S. Department of the Interior, Bureau of Land Management

Geothermal Sundry Notice Approval (N-63124, N-61835) dated October 21, 2005, issued by U.S. Department of the Interior, Bureau of Land Management

Special Use Permit Action Order (SW05-021) dated January 4, 2006, issued by Washoe County Community Development Division

Authority to Construct/Permit to Operate Galena II (A06-0042) Approval Letter dated July 7, 2006, issued by Washoe County Health Department, Air Quality Division

Stormwater General Permit (NVR100000) Approval Letter dated July 28, 2006, issued by Nevada Division of Environmental Protection

Amended Plan for Production and Plan of Utilization Approval Letter dated August 8, 2006, issued by U.S. Forest Service

Permit to Operate an Air Pollution Emission Source (CO1174A, CO1897A) expires February 29, 2008, issued by Washoe County Health Department, Air Quality Division (including the Steamboat Hills Emissions April 2007 Report dated April 22, 2007)  

Permit to Operate Galena II Authorization Letter dated April 10, 2007, issued by Nevada Bureau of Waste Management, Chemical Accident Prevention Program

Building Permit (06-1109), dated July 10, 2006, issued by Washoe County Department of Building and Safety (includes Building Inspection Record, dated March 21, 2007)

Notice of Final Action Letter, dated February 9, 2006, issued by Truckee Meadows Regional Planning Agency

Steamboat Hills 

Commercial Use Permit Application Report issued by U.S. Department of the Interior, Bureau of Land Management

Modification of Landscape and Parking Requirements Approval Letter dated June 13, 2006, issued by Washoe County Community Development Division

Authority to Construct/Permit to Operate SBHE (A06-0036) Approval Letter dated July 7, 2006, issued by Washoe County Health Department, Air Quality Division

 

 




 



Building Permit dated July 10, 2006, issued by Washoe County Department of Building and Safety

Permit to Operate SBHE Authorization Letter dated April 10, 2007, issued by Nevada Bureau of Waste Management, Chemical Accident Prevention Program

Building Permit (06-1109), dated July 10, 2006, issued by Washoe County Department of Building and Safety (includes Building Inspection Record, dated March 21, 2007)

Notice of Final Action Letter, dated February 9, 2006, issued by Truckee Meadows Regional Planning Agency

 

 




 



Schedule 3.1(a)(xv)

Insurance

ORNI 3 LLC




	
                        •
 	
                        Commercial General Liability Insurance, policy No. B070380, effective May 30, 2007 through May 30, 2008.
 





	
                        •
 	
                        Excess Umbrella Liability Insurance, policy No. 07/FL00899, effective May 30, 2007 through May 30, 2008.
 





	
                        •
 	
                        Workers Compensation and Employers’ Liability Insurance, policy No. WCJZ91445179027, effective June 1, 2007 through June 1, 2008.
 





	
                        •
 	
                        Automobile Insurance, policy No. 57UENTM6394, effective June 1, 2007 through June 1, 2008.
 





	
                        •
 	
                        All-Risk Insurance, policy No. B070034, effective May 30, 2007 through May 30, 2008.
 






Steamboat Hills, LLC




	
                        •
 	
                        Title Insurance, policy No. NCS-91388-RENO, issued on June 7, 2007 in the amount of $64,000,000 by First American Title Insurance Company to ORNI 3 LLC.
 





	
                        •
 	
                        Commercial General Liability Insurance, policy No. B070380, effective May 30, 2007 through May 30, 2008.
 





	
                        •
 	
                        Excess Umbrella Liability Insurance, policy No. 07/FL00899, effective May 30, 2007 through May 30, 2008.
 





	
                        •
 	
                        Workers Compensation and Employers’ Liability Insurance, policy No. WCJZ91445179027, effective June 1, 2007 through June 1, 2008.
 





	
                        •
 	
                        Automobile Insurance, policy No. 57UENTM6394, effective June 1, 2007 through June 1, 2008.
 





	
                        •
 	
                        All-Risk Insurance, policy No. B070034, effective May 30, 2007 through May 30, 2008.
 




 

 




 



Schedule 3.1(a)(xvi)

Real Property 

ORNI 3 LLC




	
                        •
 	
                        Sublease Agreement, dated as of June 1, 2007, by and between Western States Geothermal Company and ORNI 3 LLC and Memorandum of Sublease Agreement dated as of June 1, 2007 between said parties.
 






Post Closing Deliverables




	
                        (i)
 	
                        The Frase Consent to the Sublease dated June 1, 2007, between WSGC and ORNI 3.
 





	
                        (ii)
 	
                        The transfer of the Easement Agreement for Electrical Transmission Line, dated September 27, 2002, between WSGC and Newmont Mining Corporation, or rights thereunder from WSGC to ORNI 3 and the consent of Newmont Mining to such transfer.
 





	
                        (iii)
 	
                        The transfer of the Geothermal Lease Agreement, dated October 14, 2003, between WSGC and Newmont Mining Corporation, or rights thereunder from WSGC to ORNI 3, and the consent of Newmont Mining to such transfer, or the grant of separate rights from Newmont Mining to Orni 3.
 





	
                        (iv)
 	
                        The transfer of an undivided interest in Right of Way Agreement (N-20001), dated June 20, 1979, between Phillips Petroleum and Nevada Bureau of Land Management, from WSGC to ORNI 3 and the consent of the Bureau of Land Management to such transfer.
 





	
                        (v)
 	
                        The transfer of an undivided interest in Right of Way Agreement (N-39518), dated October 25, 1984, between Phillips Petroleum and Bureau of Land Management, from WSGC to ORNI 3, and the consent of the Bureau of Land Management to such transfer.
 





	
                        (vi)
 	
                        The transfer of the Powerline License Agreement (4-07-20-L3010), dated June 19, 1985, between Phillips Petroleum Company and U.S. Department of the Interior, Bureau of Land Reclamation “BLR”, from WSGC to ORNI 3, with the consent of the BLR to such transfer or the reissuance of such license in the name of ORNI 3 by the BLR.
 





	
                        (vii)
 	
                        The transfer of rights under the Letter Agreement regarding Longitudinal Easements, dated June 14, 2002, between Burlington Northern and Santa Fe Railway Company, from WSGC to ORNI 3, with the consent of Burlington Northern to such transfer, or a grant of separate rights to ORNI 3.
 





	
                        (viii)
 	
                        The issuance of a title policy covering the Desert Peak 2 Project which includes the above items (i) through (vii) above in Schedule A to such policy.
 






Extensions Required




	
                        (i)
 	
                        Right of Way Agreement (N-20001), dated June 20, 1979, between Phillips Petroleum and Nevada Bureau of Land Management.
 





	
                        (ii)
 	
                        Right of Way Agreement (N-39518), dated October 25, 1984, between Phillips Petroleum and Bureau of Land Management.
 






Steamboat Hills, LLC

 

 




 


	
                        •
 	
                        The estates and interests shown on Schedule A of the pro forma title insurance policy attached hereto as Annex 1 to this Schedule 3.1(a)(xvi).
 




 

 




 












Schedule 3.1(a)(xvii)

Personal Property

ORNI 3 LLC

 


	
                         
 	
                         
 	
                        Description
 	
                         
 	
                        Make
 	
                         
 	
                        Model
 	
                         
 	
                        Serial No.
 	
                         
 
	
                        OEC 1
 	
                         
 	
                         
 	
                         
 	
                         
 	
                         
 	
                         
 	
                         
 	
                         
 	
                         
 
	
                         
 	
                         
 	
                        Turbine
 	
                         
 	
                        Ormat Systems LTD.
 	
                         
 	
                        0.697.10.800.0
 	
                         
 	
                        691-3
 	
                         
 
	
                         
 	
                         
 	
                        Turbine
 	
                         
 	
                        Ormat Systems LTD.
 	
                         
 	
                        0.697.10.801.0
 	
                         
 	
                        691-2
 	
                         
 
	
                         
 	
                         
 	
                        Generator
 	
                         
 	
                        Brush
 	
                         
 	
                        Type DGBP 60/50 exciter
 	
                         
 	
                         
 	
                         
 
	
                         
 	
                         
 	
                        Vaporizer
 	
                         
 	
                        Ormat Systems LTD.
 	
                         
 	
                        0.697.55.705.0
 	
                         
 	
                        1159-2
 	
                         
 
	
                         
 	
                         
 	
                        Vaporizer
 	
                         
 	
                        Ormat Systems LTD.
 	
                         
 	
                        0.697.55.715.0
 	
                         
 	
                        1159-1
 	
                         
 
	
                         
 	
                         
 	
                        Brine Preheater
 	
                         
 	
                        Ormat Systems LTD.
 	
                         
 	
                        0.697.57.700.0
 	
                         
 	
                        2126-1
 	
                         
 
	
                         
 	
                         
 	
                        Brine Preheater
 	
                         
 	
                        Ormat Systems LTD.
 	
                         
 	
                        0.697.57.702.0
 	
                         
 	
                        2126-2
 	
                         
 
	
                         
 	
                         
 	
                        Condensate Preheater
 	
                         
 	
                        Ormat Systems LTD.
 	
                         
 	
                        0.697.57.701.0
 	
                         
 	
                        2127-1
 	
                         
 
	
                         
 	
                         
 	
                        Condensate Preheater
 	
                         
 	
                        Ormat Systems LTD.
 	
                         
 	
                        0.697.57.701.0
 	
                         
 	
                        2127-2
 	
                         
 
	
                         
 	
                         
 	
                        Air cooled condenser
 	
                         
 	
                        Ormat Systems LTD.
 	
                         
 	
                         
 	
                         
 	
                         
 	
                         
 
	
                         
 	
                         
 	
                        Air cooled condenser
 	
                         
 	
                        Ormat Systems LTD.
 	
                         
 	
                         
 	
                         
 	
                         
 	
                         
 
	
                         
 	
                         
 	
                        Vertical Cycle Pumps 4 ea.
 	
                         
 	
                        Ruhrpumpen, INC.
 	
                         
 	
                        F-PUMP, 12 STAGE, 1352 gpm
 	
                         
 	
                         
 	
                         
 
	
                        OEC 2
 	
                         
 	
                         
 	
                         
 	
                         
 	
                         
 	
                         
 	
                         
 	
                         
 	
                         
 
	
                         
 	
                         
 	
                        Turbine
 	
                         
 	
                        Ormat Systems LTD.
 	
                         
 	
                        0.697.10.800.0
 	
                         
 	
                        691-1
 	
                         
 
	
                         
 	
                         
 	
                        Generator
 	
                         
 	
                        IDEAL
 	
                         
 	
                        Type SAB Frame 21520-54
 	
                         
 	
                        041046-01
 	
                         
 
	
                         
 	
                         
 	
                        Vaporizer
 	
                         
 	
                        Ormat Systems LTD.
 	
                         
 	
                        0.697.30.610.0
 	
                         
 	
                         
 	
                         
 
	
                         
 	
                         
 	
                        Brine Preheater
 	
                         
 	
                        Ormat Systems LTD.
 	
                         
 	
                        0697516170-4
 	
                         
 	
                         
 	
                         
 
	
                         
 	
                         
 	
                        Condensate Preheater
 	
                         
 	
                        Ormat Systems LTD.
 	
                         
 	
                        0.697.60.805.0
 	
                         
 	
                         
 	
                         
 
	
                         
 	
                         
 	
                        Water Cooled Condenser
 	
                         
 	
                        Ormat Systems LTD.
 	
                         
 	
                        J35803
 	
                         
 	
                         
 	
                         
 
	
                         
 	
                         
 	
                        Vertical Cycle Pumps 2 ea.
 	
                         
 	
                        Ruhrpumpen, INC.
 	
                         
 	
                        F-PUMP, 12 STAGE, 1352 gpm
 	
                         
 	
                         
 	
                         
 




 

 






 


	
                        BOP
 	
                         
 	
                         
 	
                         
 	
                         
 	
                         
 	
                         
 	
                         
 	
                         
 	
                         
 
	
                         
 	
                         
 	
                        Brine Injection Pumps 3 ea.
 	
                         
 	
                        Ruhrpumpen, INC.
 	
                         
 	
                        SCE 8x10x19m
 	
                         
 	
                         
 	
                         
 
	
                         
 	
                         
 	
                        Cooling Water Pumps 2 ea.
 	
                         
 	
                        SIEMENS
 	
                         
 	
                        449-S
 	
                         
 	
                         
 	
                         
 
	
                         
 	
                         
 	
                        OEC-2 Cooling Tower
 	
                         
 	
                        American Cooling Tower
 	
                         
 	
                        CFF-545434-21-32//25-503
 	
                         
 	
                         
 	
                         
 
	
                         
 	
                         
 	
                        Brine Accumulator
 	
                         
 	
                        Sejin Heavy Industries Co., LTD.
 	
                         
 	
                        V-3102 
 	
                         
 	
                        SHI - P0S - 032
 	
                         
 
	
                         
 	
                         
 	
                        Steam Separator
 	
                         
 	
                        Sejin Heavy Industries Co., LTD.
 	
                         
 	
                        V-3101A
 	
                         
 	
                        SHI - P0S - 030
 	
                         
 
	
                         
 	
                         
 	
                        Steam Separator
 	
                         
 	
                        Sejin Heavy Industries Co., LTD.
 	
                         
 	
                        V-3101B
 	
                         
 	
                        SHI - P0S - 031
 	
                         
 
	
                        Electrical
 	
                         
 	
                         
 	
                         
 	
                         
 	
                         
 	
                         
 	
                         
 	
                         
 	
                         
 
	
                         
 	
                         
 	
                        Step Up Transformer
 	
                         
 	
                        Wakesha Electrical System
 	
                         
 	
                        Onan 3 ph, 60 Hz
 	
                         
 	
                        A5522T
 	
                         
 
	
                         
 	
                         
 	
                        Switchgear
 	
                         
 	
                        Powercon Corp.
 	
                         
 	
                        S-18521, D-11900
 	
                         
 	
                        01-29337
 	
                         
 
	
                         
 	
                         
 	
                        MCC
 	
                         
 	
                        Allen Bradley
 	
                         
 	
                        Bulletin 2100
 	
                         
 	
                        M FLN 92/3 Series M
 	
                         
 




Steamboat Hills, LLC

Galena 2

 


	
                         
 	
                         
 	
                        Description
 	
                         
 	
                        Make
 	
                         
 	
                        Model
 	
                         
 	
                        Serial No.
 	
                         
 
	
                        OEC 21
 	
                         
 	
                         
 	
                         
 	
                         
 	
                         
 	
                         
 	
                         
 	
                         
 	
                         
 
	
                         
 	
                         
 	
                        Turbine
 	
                         
 	
                        Ormat Systems Ltd.
 	
                         
 	
                        0.736.25.500.0
 	
                         
 	
                        718-1
 	
                         
 
	
                         
 	
                         
 	
                        Turbine
 	
                         
 	
                        Ormat Systems Ltd.
 	
                         
 	
                        0.736.25.500.0
 	
                         
 	
                        718-2
 	
                         
 
	
                         
 	
                         
 	
                        Generator
 	
                         
 	
                        Brush
 	
                         
 	
                        DG 1652-04
 	
                         
 	
                        410040
 	
                         
 
	
                         
 	
                         
 	
                        Vaporizer
 	
                         
 	
                        Sejin Heavy Ind.
 	
                         
 	
                         
 	
                         
 	
                        SHI-P05-65
 	
                         
 
	
                         
 	
                         
 	
                        Brine Preheater
 	
                         
 	
                        Ormat Systems Ltd.
 	
                         
 	
                        0.736.57.700.0
 	
                         
 	
                        2137
 	
                         
 
	
                         
 	
                         
 	
                        Condensate Preheater
 	
                         
 	
                        Ormat Systems Ltd.
 	
                         
 	
                        0.736.57.710.0
 	
                         
 	
                        2138
 	
                         
 
	
                         
 	
                         
 	
                        Air Cooled Condenser
 	
                         
 	
                        Ormat Systems Ltd.
 	
                         
 	
                        7110
 	
                         
 	
                        Various
 	
                         
 
	
                         
 	
                         
 	
                        Vertical Cycle Pumps 4ea.
 	
                         
 	
                        Weir
 	
                         
 	
                        VTP
 	
                         
 	
                        60306-1,2,3,4
 	
                         
 
	
                        Electrical
 	
                         
 	
                         
 	
                         
 	
                         
 	
                         
 	
                         
 	
                         
 	
                         
 	
                         
 




 

 






 


	
                         
 	
                         
 	
                        Power Shelter
 	
                         
 	
                        Ormat Systems Ltd.
 	
                         
 	
                        0.736.30.900.0
 	
                         
 	
                        086
 	
                         
 
	
                         
 	
                         
 	
                        Switchgear
 	
                         
 	
                        Powercon Corp.
 	
                         
 	
                        Various
 	
                         
 	
                        Various
 	
                         
 
	
                         
 	
                         
 	
                        MCC
 	
                         
 	
                        Allen Bradley Corp.
 	
                         
 	
                        Bulletin 2100
 	
                         
 	
                        Various
 	
                         
 




Steamboat Hills

 


	
                         
 	
                         
 	
                        Description
 	
                         
 	
                        Make
 	
                         
 	
                        Model
 	
                         
 	
                        Serial No.
 	
                         
 
	
                        STG
 	
                         
 	
                         
 	
                         
 	
                         
 	
                         
 	
                         
 	
                         
 	
                         
 	
                         
 
	
                         
 	
                         
 	
                        Steam Turbine
 	
                         
 	
                        General Electric Corp.
 	
                         
 	
                        Marine low pressure
 	
                         
 	
                        51057
 	
                         
 
	
                         
 	
                         
 	
                        Generator
 	
                         
 	
                        Westinghouse
 	
                         
 	
                        HG-7
 	
                         
 	
                        11492A-46410
 	
                         
 
	
                         
 	
                         
 	
                        Direct Contact Condenser
 	
                         
 	
                        NA
 	
                         
 	
                         
 	
                         
 	
                         
 	
                         
 
	
                         
 	
                         
 	
                        Condensate Pumps 2 ea.
 	
                         
 	
                        Peerless Pump Co.
 	
                         
 	
                        28 HXB
 	
                         
 	
                        Various
 	
                         
 
	
                         
 	
                         
 	
                        Vacuum Pump
 	
                         
 	
                        Nash
 	
                         
 	
                        904L2 S.S.
 	
                         
 	
                        9600 L18
 	
                         
 
	
                         
 	
                         
 	
                        Steam Separator
 	
                         
 	
                        NA
 	
                         
 	
                         
 	
                         
 	
                         
 	
                         
 
	
                         
 	
                         
 	
                        Brine Injection Pumps 2ea.
 	
                         
 	
                        Goulds
 	
                         
 	
                        3410 12x14-15 XL
 	
                         
 	
                        Various
 	
                         
 
	
                        OEC 41
 	
                         
 	
                         
 	
                         
 	
                         
 	
                         
 	
                         
 	
                         
 	
                         
 	
                         
 
	
                         
 	
                         
 	
                        Turbine
 	
                         
 	
                        Ormat Systems Ltd.
 	
                         
 	
                        0.746.25.500.0
 	
                         
 	
                        7196
 	
                         
 
	
                         
 	
                         
 	
                        Generator
 	
                         
 	
                        KATO
 	
                         
 	
                        AA27826000
 	
                         
 	
                        18376
 	
                         
 
	
                         
 	
                         
 	
                        Vaporizer
 	
                         
 	
                        Whasung Industry Co.
 	
                         
 	
                         
 	
                         
 	
                        WSIC-D06-002
 	
                         
 
	
                         
 	
                         
 	
                        Brine Preheater
 	
                         
 	
                        Whasung Industry Co.
 	
                         
 	
                         
 	
                         
 	
                        WSIC-D06-001
 	
                         
 
	
                         
 	
                         
 	
                        Water Cooled Condenser
 	
                         
 	
                        Ormat Systems Ltd.
 	
                         
 	
                        0.746.60.702.0
 	
                         
 	
                        3019-12
 	
                         
 
	
                         
 	
                         
 	
                        Vertical Cycle Pump
 	
                         
 	
                        Goulds
 	
                         
 	
                        VIC-T
 	
                         
 	
                        512363
 	
                         
 
	
                        BOP
 	
                         
 	
                         
 	
                         
 	
                         
 	
                         
 	
                         
 	
                         
 	
                         
 	
                         
 
	
                         
 	
                         
 	
                        Cooling Tower
 	
                         
 	
                        Marley
 	
                         
 	
                        587-98-03
 	
                         
 	
                        587-12-525-88
 	
                         
 
	
                         
 	
                         
 	
                        Cooling Water Circulation Pumps 2ea.
 	
                         
 	
                        Goulds
 	
                         
 	
                        10-22-06
 	
                         
 	
                        Various
 	
                         
 
	
                         
 	
                         
 	
                        24-4 Steam Separator System
 	
                         
 	
                        Whasung Industry Co.
 	
                         
 	
                         
 	
                         
 	
                        WSIC-D06-010,012
 	
                         
 
	
                         
 	
                         
 	
                        21 Wells Steam Separator
 	
                         
 	
        Whasung
          Industry Co.

      	
                         
 	
                         
 	
                         
 	
                        WSIC-D06-006,009
 	
                         
 




 

 






 


	
                         
 	
                         
 	
                        System
 	
                         
 	
                        Whasung Industry Co.
 	
                         
 	
                         
 	
                         
 	
                        WSIC-D06-006,009
 	
                         
 
	
                         
 	
                         
 	
                        Brine Injection Pumps 3ea.
 	
                         
 	
                        Ruhrpumpen
 	
                         
 	
                        10x8x13 CPP-21
 	
                         
 	
                        Various
 	
                         
 
	
                         
 	
                         
 	
                         
 	
                         
 	
                         
 	
                         
 	
                         
 	
                         
 	
                         
 	
                         
 
	
                        Electrical
 	
                         
 	
                         
 	
                         
 	
                         
 	
                         
 	
                         
 	
                         
 	
                         
 	
                         
 
	
                         
 	
                         
 	
                        Step Up Transformer
 	
                         
 	
                        Ohio Transformer Corp.
 	
                         
 	
                        Class OA/FA/FOA
 	
                         
 	
                        F-961420
 	
                         
 
	
                         
 	
                         
 	
                        STG Switchgear
 	
                         
 	
                        Powercon Corp.
 	
                         
 	
                        Various
 	
                         
 	
                        Various
 	
                         
 
	
                         
 	
                         
 	
                        STG MCC
 	
                         
 	
                        Allen Bradley
 	
                         
 	
                        Bulletin 2100
 	
                         
 	
                        Various
 	
                         
 
	
                         
 	
                         
 	
                        OEC 21 Switchgear
 	
                         
 	
                        Powercon Corp.
 	
                         
 	
                        Various
 	
                         
 	
                        Various
 	
                         
 
	
                         
 	
                         
 	
                        OEC 21 MCC
 	
                         
 	
                        Allen Bradley
 	
                         
 	
                        Bulletin 2100
 	
                         
 	
                        Various
 	
                         
 
	
                         
 	
                         
 	
                        OEC Power Shelter
 	
                         
 	
                        Ormat Systems Ltd.
 	
                         
 	
                        0.746.30.900.0
 	
                         
 	
                        089
 	
                         
 




 

 






 



 






Schedule 3.1(a)(xviii)

Liens

None.

 

 






Schedule 3.1(a)(xix)

Material Contracts

ORNI 3 LLC


	
                         
 	
                        •
 	
                        Power Purchase Agreement for Firm Power, dated November 21, 2002, between ORNI 3, LLC and Nevada Power Company, as amended by Letter Amendment No. 2 to the Power Purchase Agreement, dated as of August 20, 2003, as amended by Amendment No. 3 to Power Purchase Agreement, dated as of October 7, 2004, as amended by Amendment No. 4 to Power Purchase Agreement, dated as of May 21, 2007.
 





	
                         
 	
                        •
 	
                        Operation and Maintenance Agreement, dated as of March 8, 2007, by and between Ormat Nevada, Inc. and ORNI 3, LLC, as amended and restated by the Amended and Restated Operation and Maintenance Agreement, dated as of June 7, 2007
 





	
                         
 	
                        •
 	
                        Fluid Supply Agreement, dated as of June 1, 2007, by and between Western States Geothermal Company and ORNI 3, LLC
 





	
                         
 	
                        •
 	
                        Standard Large Generator Interconnection Agreement, dated January 4, 2005, between ORNI 3, LLC and Sierra Pacific Power Company, as amended by the First Amendment to Large Generator Interconnection Agreement, dated as of August 16, 2005
 




Steamboat Hills, LLC


	
                         
 	
                        •
 	
                        Long Term Agreement for the Purchase and Sale of Electricity, dated October 29, 1986, between Steamboat Hills, LLC (as successor to Yankee Caithness Joint Venture) and Sierra Pacific Power Company, as amended by Amendmennt No. 1 to Long-Term Agreement for the Purchase and Sale of Electricity, dated May 31, 2007.
 





	
                         
 	
                        •
 	
                        Operation and Maintenance Agreement, dated as of June 2, 2004, by and between Ormat Nevada, Inc. and Steamboat Hills, LLC, as amended by Amendment No. 1 to Operation and Maintenance Agreement, dated as of March 8, 2007, as amended and restated by the Amended and Restated Operation and Maintenance Agreement, dated as of June 7, 2007
 





	
                         
 	
                        •
 	
                        Special Facilities Agreement, dated September 8, 1987, between Steamboat Hills, LLC (as successor to Yankee Caithness Joint Venture) and Sierra Pacific Power Company
 





	
                         
 	
                        •
 	
                        Station Usage Renewable Energy Credit Purchase Agreement, dated October 14, 2004, between Steamboat Hills LLC and Sierra Pacific Power Company
 





	
                         
 	
                        •
 	
                        Power Purchase Agreement for Firm Power, dated November 21, 2002, between Steamboat Hills LLC (as successor by merger to ORNI 9, LLC) and Nevada Power Company, as amended by Amendment No. 1 to the ORNI 9 LLC Power Purchase Agreement, dated as of June 2003, as amended by Letter Amendment No. 2, dated August 20, 2003, as amended by Amendment No. 3 to Power Purchase Agreement, dated as of October 7, 2004, as amended by Amendment No. 4 to Power Purchase Agreement, dated as of May 21, 2007
 





	
                         
 	
                        •
 	
                        Standard Small Generator Interconnection Agreement, dated April 11, 2006, between Steamboat Hills, LLC (as successor by merger to ORNI 9, LLC) and Sierra Pacific Power Company
 




 

 






Schedule 3.1(a)(xxi)

Affiliate Transactions

ORNI 3, LLC


	
                        •
 	
                        Operation and Maintenance Agreement, dated as of March 8, 2007, by and between Ormat Nevada, Inc. and ORNI 3, LLC, as amended and restated by the Amended and Restated Operation and Maintenance Agreement, dated as of June 7, 2007
 





	
                        •
 	
                        Fluid Supply Agreement, dated as of June 1, 2007, by and between Western States Geothermal Company and ORNI 3, LLC
 





	
                        •
 	
                        Sublease Agreement, dated as of June 1, 2007, by and between Western States Geothermal Company and ORNI 3 LLC
 




Steamboat Hills, LLC


	
                        •
 	
                        Operation and Maintenance Agreement, dated as of June 2, 2004, by and between Ormat Nevada, Inc. and Steamboat Hills, LLC, as amended by Amendment No. 1 to Operation and Maintenance Agreement, dated as of March 8, 2007, as amended and restated by the Amended and Restated Operation and Maintenance Agreement, dated as of June 7, 2007
 




 

 

 






Schedule 3.1(a)(xxii)

Completion

ORNI 3, LLC

Desert Peak 2


	
        •

      	
                        August 4, 2006 - Connection to the grid
 





	
        •

      	
                        April 17, 2007 - Commercial Operation Date
 




Steamboat Hills, LLC

Steamboat Hills - April 25, 2007. 

Ormat is currently constructing a pipeline to connect the Steamboat Hills plant to an additional injection well. This construction is expected to be completed within three months of the Initial Closing Date. Until such well is connected and operational, Steamboat Hills will have a shortfall of 3MW of generation.

Galena 2 – April 22, 2007

 

 

 






Schedule 3.1(a)(xxviii)

Background Materials

ORNI 3 LLC

Organizational Documents


	
        •

      	
                        Capital Contributions Receipt for 1,000 units at $100 by Ormat Nevada, Inc.
 





  	
        •

      	
        Certificate
          of Formation and LLC Agreement, dated December 14, 2000, issued by Delaware
          Office of the Secretary of State

      





  	
        •

      	
        Member
          Units Register, dated December 14, 2000, issued by Ormat Nevada, Inc.

      





  	
        •

      	
        Limited
          Liability Company Charter and Articles of Organization (LLC 806-0),
          dated January 22, 2003, issued by Nevada Office of the Secretary of
          State

      




Real Estate Documents


  	
        •

      	
        Right
          of Way Agreement (N-20001), dated June 20, 1979, between Phillips Petroleum
          and Nevada Bureau of Land Management

      





  	
        •

      	
        Right
          of Way Agreement (N-39518), dated October 25, 1984, between Phillips
          Petroleum and Winnemucca Bureau of Land Management

      





  	
        •

      	
        Powerline
          License Agreement (4-07-20-L3010), dated June 19, 1985, between Phillips
          Petroleum Company and U.S. Department of the Interior, Bureau of Land
          Reclamation (including Right of Way Application Amendment Letter, dated
          July 23, 1984)

      





  	
        •

      	
        Letter
          Agreement For Longitudinal Easements, dated June 14, 2002, between Burlington
          Northern and Santa Fe Railway Company, issued by Western States Geothermal
          Company

      





  	
        •

      	
        Easement
          Agreement for Electrical Transmission Line, dated September 27, 2002,
          between Western States Geothermal Company and Newmont Mining Corporation

      





  	
        •

      	
        Lease
          Agreement, dated October 14, 2003, by and between Western States Geothermal
          Company and Newmont Mining Corporation

      





  	
        •

      	
        Memorandum
          of Geothermal Lease Agreement, dated October 14, 2003, by and between
          Western States Geothermal Company and Newmont Mining Corporation

      





  	
        •

      	
        Assignment
          of Right of Way Agreement (N-20001), dated January 21, 2004, between
          Western States Geothermal Company and Brady Power Partners

      





  	
        •

      	
        Right
          of Way Permit, dated February 19, 2004, by and among Newmont Mining
          Corporation, Brady Power Partners and Western States Geothermal Company

      





  	
        •

      	
        Powerline
          Easement Preliminary Title Report (03-27284-06), dated March 27, 2006,
          issued by Western Nevada Title Company

      





  	
        •

      	
        Sublease
          Agreement, dated June 1, 2007, by and between Western States Geothermal
          Company and ORNI 3 LLC

      




Federal Energy Regulatory Commission (FERC) Documents

 








  	
        •

      	
        Notice
          of Self-Certification of Qualifying Facility Status for Small Power
          Production Facility, dated February 22, 2006, by ORNI 3 LLC

      





  	
        •

      	
        Notice
          of Self-Certification of Qualifying Facility Status for Small Power
          Production Facility, dated May 29, 2007, by ORNI 3 LLC

      




Other Documents (LGIA, PPA, O&M Agreements, and other Agreements)


  	
        •

      	
        Power
          Purchase Agreement for Firm Power (05-00033), dated November 21, 2002,
          between Nevada Power Company and ORNI 3 LLC

      





  	
        •

      	
        Power
          Purchase Agreement for Firm Power Amendment 1, dated July 10, 2003,
          between Nevada Power Company and ORNI 3 LLC

      





  	
        •

      	
        Power
          Purchase Agreement Letter Amendment Number 2, dated August 19, 2003
          between Nevada Power Company and ORNI 3 LLC

      





  	
        •

      	
        Amendment
          Number 3 to Power Purchase Agreement, dated October 7, 2004, between
          Nevada Power Company and ORNI 3 LLC

      





  	
        •

      	
        Amendment
          Number 4 to Power Purchase Agreement, dated May 21, 2007, between Nevada
          Power Company and ORNI 3 LLC

      





  	
        •

      	
        Large
          Generator Interconnection Agreement, dated January 5, 2005, between
          Sierra Pacific Power Company and ORNI 3 LLC

      





  	
        •

      	
        First
          Amendment to Large Generator Interconnection Agreement, dated August
          16, 2005, between Sierra Pacific Power Company and ORNI 3 LLC

      





  	
        •

      	
        License
          to Energize Line Agreement, dated March 20, 2006, between Ormat Nevada,
          Inc. and Sierra Pacific Power Company

      





  	
        •

      	
        Interconnection
          Facilities Studies Agreement, dated October 30, 2006, between ORNI 14
          LLC and Sierra Pacific Power Company

      





  	
        •

      	
        Operation
          and Maintenance Agreement, dated March 8, 2007, between ORNI 3 LLC and
          Ormat Nevada, Inc.

      





  	
        •

      	
        Amended
          and Restated Operation and Maintenance Agreement between ORNI 3 LLC
          and Ormat Nevada, Inc. (Unexecuted Exection Version)

      





  	
        •

      	
        Fluid
          Supply Agreement, dated June 1, 2007, between Western States Geothermal
          Company and ORNI 3 LLC

      




Environmental Documents


  	
        •

      	
        Fluid
          Supply Agreement, dated June 1, 2007, between Western States Geothermal
          Company and ORNI 3 LLC

      





  	
        •

      	
        Class
          II Air Quality Operating Permit (AP4911-0503.01) issued on September
          8, 2003, by Nevada Bureau of Air Pollution Control

      





  	
        •

      	
        Environmental
          Permit Audit (EMA Report 1816-04), dated December 2000, issued by Environmental
          Management Associates, Inc.

      





  	
        •

      	
        Special
          Use Permit (004-051-21) Approval Letter, dated March 14, 2003, issued
          by Churchill County Planning Commission

      





  	
        •

      	
        Permit
          to Construct (UEPA No. 339), dated January 6, 2006, issued by Public
          Utilities Commission of Nevada

      




 







  	
        •

      	
        Boiler/Pressure
          Vessel Permit (06-0293), dated June 12, 2006, issued by Nevada Department
          of Business and Industry, Division of Industrial Relations, Occupational
          Safety and Health Administration Mechanical Unit

      





  	
        •

      	
        Boiler/Pressure
          Vessel Permit (06-0294A), dated June 12, 2006, issued by Nevada Department
          of Business and Industry, Division of Industrial Relations Occupational
          Safety and Health Administration Mechanical Unit

      





  	
        •

      	
        Boiler/Pressure
          Vessel Permit (06-0294B), dated June 12, 2006, issued by Nevada Department
          of Business and Industry, Division of Industrial Relations Occupational
          Safety and Health Administration Mechanical Unit

      





  	
        •

      	
        Boiler/Pressure
          Vessel Permit (06-0294C), dated June 12, 2006, issued by Nevada Department
          of Business and Industry, Division of Industrial Relations Occupational
          Safety and Health Administration Mechanical Unit

      





  	
        •

      	
        Boiler/Pressure
          Vessel Permit (06-0294D), dated June 12, 2006, issued by Nevada Department
          of Business and Industry, Division of Industrial Relations Occupational
          Safety and Health Administration Mechanical Unit

      





  	
        •

      	
        Boiler/Pressure
          Vessel Permit (06-0295A), dated June 12, 2006, issued by Nevada Department
          of Business and Industry, Division of Industrial Relations Occupational
          Safety and Health Administration Mechanical Unit

      





  	
        •

      	
        Boiler/Pressure
          Vessel Permit (06-0295B), dated June 12, 2006, issued by Nevada Department
          of Business and Industry, Division of Industrial Relations Occupational
          Safety and Health Administration Mechanical Unit

      





  	
        •

      	
        Boiler/Pressure
          Vessel Permit (06-0296), dated June 12, 2006, issued by Nevada Department
          of Business and Industry, Division of Industrial Relations Occupational
          Safety and Health Administration Mechanical Unit

      





  	
        •

      	
        Boiler/Pressure
          Vessel Permit (06-0297A), dated June 12, 2006, issued by Nevada Department
          of Business and Industry, Division of Industrial Relations Occupational
          Safety and Health Administration Mechanical Unit

      





  	
        •

      	
        Boiler/Pressure
          Vessel Permit (06-0297B), dated June 12, 2006, issued by Nevada Department
          of Business and Industry, Division of Industrial Relations Occupational
          Safety and Health Administration Mechanical Unit

      





  	
        •

      	
        Boiler/Pressure
          Vessel Permit (06-0297C), dated June 12, 2006, issued by Nevada Department
          of Business and Industry, Division of Industrial Relations Occupational
          Safety and Health Administration Mechanical Unit

      




Environmental Documents


  	
        •

      	
        Boiler/Pressure
          Vessel Permit (06-0297D), dated June 12, 2006, issued by Nevada Department
          of Business and Industry, Division of Industrial Relations Occupational
          Safety and Health Administration Mechanical Unit

      





  	
        •

      	
        Boiler/Pressure
          Vessel Permit (06-0298A), dated June 13, 2006, issued by Nevada Department
          of Business and Industry, Division of Industrial Relations Occupational
          Safety and Health Administration Mechanical Unit

      





  	
        •

      	
        Boiler/Pressure
          Vessel Permit (06-0298B), dated June 13, 2006, issued by Nevada Department
          of Business and Industry, Division of Industrial Relations Occupational
          Safety and Health Administration Mechanical Unit

      




 








  	
        •

      	
        Boiler/Pressure
          Vessel Permit (06-0298C), dated June 13, 2006, issued by Nevada Department
          of Business and Industry, Division of Industrial Relations Occupational
          Safety and Health Administration Mechanical Unit

      





  	
        •

      	
        Boiler/Pressure
          Vessel Permit (06-0298D), dated June 13, 2006, issued by Nevada Department
          of Business and Industry, Division of Industrial Relations Occupational
          Safety and Health Administration Mechanical Unit

      





  	
        •

      	
        Boiler/Pressure
          Vessel Permit (06-0299), dated June 13, 2006, issued by Nevada Department
          of Business and Industry, Division of Industrial Relations Occupational
          Safety and Health Administration Mechanical Unit

      





  	
        •

      	
        Boiler/Pressure
          Vessel Permit (06-0300), dated June 13, 2006, issued by Nevada Department
          of Business and Industry, Division of Industrial Relations Occupational
          Safety and Health Administration Mechanical Unit

      





  	
        •

      	
        Boiler/Pressure
          Vessel Permit (06-0301), dated June 13, 2006, issued by Nevada Department
          of Business and Industry, Division of Industrial Relations Occupational
          Safety and Health Administration Mechanical Unit

      





  	
        •

      	
        Certificate
          of Occupancy, dated July 12, 2006, issued by Churchill County Building
          Department

      





  	
        •

      	
        Injection
          Permit (UNEV 40019) Report, dated February 2, 2007, prepared by Ormat
          Nevada, Inc.

      





  	
        •

      	
        Nevada
          Hazardous Materials Storage Permit Renewal Invoice dated May 9, 2007,
          issued by Nevada State Fire Marshall (including Hazardous Materials
          Storage Permit Number 52247-55093 dated May 1, 2007.

      





  	
        •

      	
        Visible
          Emissions Testing Report, dated May 23, 2007, issued by Tetra Tech

      




Steamboat Hills LLC

Organizational Documents


  	
        •

      	
        Amendment
          of Limited Partnership of Yankee Caithness Joint Venture Certificate
          dated June 7, 2004, issued by Delaware Office of the Secretary of State

      





  	
        •

      	
        Transfer
          of Water Rights Agreement and Water Rights Quitclaim Deed, dated July
          28, 2005, between Caithness Power, Inc. and Caithness Power Water Rights
          LLC (DV-3261149, DV-3261150), (includes ancillary documents, e.g. 27
          conveyances, title abstracts and declarations of value)

      





  	
        •

      	
        Sale
          and Purchase Agreement, dated September 12, 2005, by and among Caithness
          Operating Company LLC, Caithness Power, Inc. and Steamboat Hills LP

      




Organizational Documents


  	
        •

      	
        Plan
          of Merger Agreement, dated December 1, 2005, by and among Steamboat
          Hills LLC, Caithness Operating Water Rights LLC and ORNI 9 LLC (includes
          ancillary documents, e.g. Steamboat Hills LLC Certificate of Formation
          (2167446), dated December 1, 2005; ORNI 9 LLC Certificate of Merger
          (with Caithness Operating Water Rights, Caithness Power Water Rights,
          and Steamboat Hills LLC) (3554306), dated December 1, 2005)

      




 








  	
        •

      	
        Steamboat
          Hills LLC Certificate of Conversion from a Limited Partnership (2167446),
          dated December 1, 2005 (includes ancillary documents, e.g. Articles
          of Conversion issued by Nevada Office of the Secretary of State; Transfer
          Instrument between Caithness Operating Company LLC and Steamboat Hills
          LP, dated September 12, 2005)

      





  	
        •

      	
        Steamboat
          Hills LLC Application for Registration of Foreign Limited Liability
          Company, dated December 1, 2005

      





  	
        •

      	
        Limited
          Liability Company Agreement, dated as of December 1, 2005, by and between
          Steamboat Hills LLC and Ormat Nevada, Inc.

      




Real Estate Documents


  	
        •

      	
        Building
          Permit (06-1109), dated July 10, 2006, issued by Washoe County Department
          of Building and Safety (includes Building Inspection Record, dated March
          21, 2007)

      




Environmental Documents


  	
        •

      	
        Commercial
          Use Permit Application Report issued by the U.S. Department of the Interior,
          Bureau of Land Management

      





  	
        •

      	
        Geothermal
          Sundry Notice Approval (N-63124, N-61835) dated October 21, 2005, issued
          by U.S. Department of the Interior, Bureau of Land Management

      





  	
        •

      	
        Geothermal
          Sundry Notice and Report on Wells, Notice of Intention to Change Plans,
          dated October 19, 2005, submitted by Ormat Nevada, Inc. 

      





  	
        •

      	
        Special
          Use Permit Action Order (SW05-021), dated January 4, 2006, issued by
          Washoe County Community Development Division

      





  	
        •

      	
        Notice
          of Final Action Letter, dated February 9, 2006, issued by Truckee Meadows
          Regional Planning Agency

      





  	
        •

      	
        Letter
          Regarding ORMAT Nevada Pipeline Project, dated June 5, 2006, issued
          by U.S. Department of the Interior, Fish and Wildlife Services 

      





  	
        •

      	
        Modification
          of Landscape and Parking Requirements Approval Letter, dated June 13,
          2006, issued by Washoe County Community Development Division

      





  	
        •

      	
        Authority
          to Construct/Permit to Operate Galena II (A06-0042) Approval Letter,
          dated July 7, 2006, issued by Washoe County Health Department, Air Quality
          Division

      





  	
        •

      	
        Building
          Permit, dated July 10, 2006, issued by Washoe County Department of Building
          and Safety

      





  	
        •

      	
        Certificate
          of Occupancy, dated July 12, 2006, issued by Churchill County Building
          Department

      





  	
        •

      	
        Stormwater
          General Permit (NVR100000) Approval Letter, dated July 28, 2006, issued
          by Nevada Division of Environmental Protection

      





  	
        •

      	
        Amended
          Plan for Production and Plan of Utilization Approval Letter, dated August
          8, 2006, issued by U.S. Forest Service

      





  	
        •

      	
        Permit
          to Operate an Air Pollution Emission Source (CO1174A, CO 1897A), expires
          February 29, 2008, issued by Washoe County Health Department, Air Quality
          Division (including the Steamboat Hills Emissions April 2007 Report
          dated April 22, 2007) 

      




 








  	
        •

      	
        Permit
          to Operate Galena II Authorization Letter, dated April 10, 2007, issued
          by Nevada Bureau of Waste Management, Chemical Accident Prevention Program

      





  	
        •

      	
        Steamboat
          Phase I Environmental Site Assessment (Report No. 2016-01), including
          Appendices A-J, dated May 2007, issued by Environmental Management Associates,
          Inc.

      




Federal Energy Regulatory Commission (FERC) Documents


  	
        •

      	
        Steamboat
          Hills, LP, Notice of Name Change and Self Re-certification (QF87-383-004),
          dated June 10, 2004

      





  	
        •

      	
        Steamboat
          Hills LLC, Notice of Self Re-certification (QF87-383-005), dated December
          20, 2005

      





  	
        •

      	
        List
          of Steamboat Hills FERC Certifications (QF87-383), dated March 13, 2007

      




Other Documents (LGIA, PPA, O&M Agreements, and other Agreements)


  	
        •

      	
        Long
          Term Agreement for the Purchase and Sale of Electricity, dated November
          17, 1986, between Sierra Pacific Power Company and Steamboat Hills,
          LLC

      





  	
        •

      	
        Amendment
          Number 1 to Long Term Agreement for the Purchase and Sale of Electricity,
          dated May 31, 2007, between Sierra Pacific Power Company and Steamboat
          Hills, LLC

      





  	
        •

      	
        Special
          Facility Agreement, dated September 8, 1987, between Sierra Pacific
          Power and Yankee Caithness Joint Venture

      





  	
        •

      	
        Power
          Purchase Agreement for Firm Power, dated November 21, 2002, between
          Nevada Power Company and ORNI 9, LLC

      





  	
        •

      	
        Power
          Purchase Agreement for Firm Power, Amendment 1, dated July 10, 2003,
          between Nevada Power Company and ORNI 9 LLC

      





  	
        •

      	
        Power
          Purchase Agreement for Firm Power, Letter Amendment 2, dated August
          19, 2003, between Nevada Power Company and ORNI 9 LLC

      





  	
        •

      	
        Power
          Purchase Agreement for Firm Power, Amendment 3, dated October 7, 2004,
          between Nevada Power Company and ORNI 9 LLC

      





  	
        •

      	
        Power
          Purchase Agreement for Firm Power, Amendment 4, dated as of May 21,
          2007, between Nevada Power Company and ORNI 9 LLC

      





  	
        •

      	
        Operation
          and Maintenance Agreement, dated June 2, 2004, between Steamboat Hills,
          L.P. and Ormat Nevada, Inc., as amended by Amendment No. 1, dated March
          8, 2007

      





  	
        •

      	
        Amended
          and Restated Operation and Maintenance Agreement, dated March 30, 2007,
          between Steamboat Hills, LP and Ormat Nevada, Inc.

      





  	
        •

      	
        Second
          Amended and Restated Operation and Maintenance Agreement between Steamboat
          Hills, LP and Ormat Nevada, Inc. (Unexecuted Execution Version)

      





  	
        •

      	
        Purchase
          Agreement, dated October 14, 2004, between Sierra Pacific Power Company
          and Steamboat Hills, LP, 

      





  	
        •

      	
        Small
          Standard Generator Interconnection Agreement, dated April 6, 2006 between
          Sierra Pacific Power Company and ORNI 9, LLC

      




OPC

 








  	
        •

      	
        Limited
          Liability Company Agreement of OPC LLC, dated as of January 31, 2007,
          by and between OPC LLC and Ormat Nevada, Inc.

      





  	
        •

      	
        OPC
          LLC Proforma Balance Sheets, dated as of March 31, 2007

      





  	
        •

      	
        OPC
          LLC Proforma Balance Sheets (for Three Months Ending March 31, 2007),
          dated March 31, 2007

      





  	
        •

      	
        Management
          Services Agreement by and between OPC LLC and Ormat Nevada, Inc. (Unexecuted
          Execution Version)

      




Ormat Nevada, Inc.


  	
        •

      	
        Report
          on Audits of Consolidated Financial Statements for Ormat Nevada, Inc.
          and Subsidiaries, dated March 29, 2007, prepared by PricewaterhouseCoopers
          LLC

      





  	
        •

      	
        Ormat
          Nevada, Inc. and Subsidiaries Consolidated Balance Sheets, dated March
          31, 2007

      





  	
        •

      	
        Insurance
          Due Diligence Summary for OPC Portfolio Monetization, dated May 29,
          2007, prepared by Moore-McNeil LLC

      




Base Case Model


  	
        •

      	
        Model
          v19i (posted on 6/7/07 and last circulated 11:02 a.m)