EX-10.1.1 13 file005.htm FOREIGN CURRENCY LOAN AGREEMENT


                                                                  Exhibit 10.1.1


          F O R E I G N  C U R R E N C Y  L O A N  A G R E E M E N T

                                  (ISRAELI LAW)

THIS FOREIGN CURRENCY LOAN AGREEMENT (hereinafter; the "Agreement") is made as
of the 1st day of June, 2004, between UNITED MIZRAHI BANK LTD., 461 Tel-Aviv
main Branch (hereinafter; the "Bank") and ORMAT TECHNOLOGIES INC. *, a Company
incorporated and existing under the laws of DELAWARE, USA having its registered
office at 980 Greg st. Sparks NV, USA (hereinafter; the "Borrower").

(* Kindly indicate whether the Borrower is an individual or a company.)

WHEREAS the Borrower has requested the Bank to grant it a loan in the total
principal sum of 20,000,000$ (Twenty million US dollar) (hereinafter; the
"Loan") with interest, in accordance with the terms and conditions set forth
below; and

WHEREAS the Bank is prepared to grant the Borrower the requested Loan upon the
terms and conditions hereinafter stipulated;

NOW, THEREFORE, IT IS HEREBY AGREED AND DECLARED BETWEEN THE PARTIES AS FOLLOWS:

1.   The Preamble hereto constitutes an integral part hereof.

2.   The Bank hereby agrees to grant a loan to the Borrower and the Borrower
     hereby agrees to borrow from the Bank the total principal sum of
     20,000,000$ (Twenty million US dollar).

3.   The Borrower confirms that the Loan shall be deemed to have been granted by
     the Bank and received by the Borrower upon the Bank crediting the account
     of ORMAT TECHNOLOGIES INC. Account No. 101455 maintained at the 461-Tel
     Aviv main Branch of the Bank with the proceeds of the Loan.

4.   The Borrower undertakes to repay to the Bank the principal amount of the
     Loan in 1 payment of $20,000,000 within 18 months.

5.   (a)  The Borrower shall pay interest as calculated by the Bank on the
          balance of the principal amount of the Loan outstanding from time to
          time as from the date on which such principal amount is granted to the
          Borrower (hereinafter; the "Drawdown Date") at a rate (hereinafter the
          "Interest Rate") which shall be:-

          (i)  Commitment fee at the rate of 0.25% (zero point twenty five per
               cent) per annum, which will be paid at the day of the granted
               loan.

          (ii) at the of the rate of 1.2% (one point two per cent) per annum in
               excess of the London Interbank Offered Rate (hereinafter; the
               "Floating Rate"*)

          such interest to be payable in arrears commencing on the Drawdown Date
          and on the last day of each successive Interest Period, as hereinafter
          defined (hereinafter; the "Interest Payment Date") and at maturity.

          (*Kindly indicate whether the Fixed Rate or the Floating Rate is to
          prevail).

     (b)  In the event that the Floating Rate is to prevail, the Interest
          Rate in respect of the principal amount of the Loan shall be
          determined once every [deleted_text]three*[/deleted_text]/six* months
          in advance, depending on availability, by reference to the London
          Interbank Offered Rate, on the respective Date of Determination, as
          hereinafter defined, and shall be calculated on the balance thereof
          from time to time outstanding during the next period of
          [deleted_text]three* [/deleted_text]/six* months (each such period,
          hereinafter; an "Interest Period").

          (*Kindly delete as applicable).



          For the purpose of determining and calculating the Interest Rate,
          "LIBOR" shall mean the annual rate of interest appearing on the
          Telerate screen Page 3750 or Page 3740 (as appropriate) or any
          equivalent successor to such page or other page as appropriate (as
          determined by the Bank) at or about 11.00 AM (London Time), on the
          Date of Determination as being the interest rate offered in the London
          Interbank Market for deposits in the relevant currency for a period
          equal to the Interest Period

          "Date of Determination" shall mean with regard to all Interest
          Periods, two Business Days prior to the commencement of any such
          Interest Period.

          For the purposes hereof, the term "Business Day" shall mean a day of
          the year other than a Saturday or Sunday or a day on which banks in
          Israel, London or the financial centre of the relevant currency of the
          Loan are authorized or required to remain closed.

     (c)  All computations of interest hereunder shall be made by the Bank on
          the basis of a year of 360 days (consisting of four 90-day quarters)
          or, in the case of interest payable on an amount denominated in
          Sterling or where market practice otherwise dictates 365 days, for the
          actual number of days lapsed (including the first day but excluding
          the last day) occurring in the period for which such interest is
          payable.

     (d)  The Borrower hereby undertakes to pay to the Bank the following
          commissions:

[deleted_text]
     |_|  *(i) A commission at the rate of _____ % (______ per cent) of the
          total amount of the Loan to be paid on the Drawdown Date.
[/deleted_text]
     |_|  *(ii) A commission charged for the opening of the loan file
          [deleted_text] 2500$ at the rate of _____ %( ______ per cent) of the
          total amount of the Loan (being an amount of not less than _________
          and not more than __________) to be paid on the Drawdown Date.
          [/deleted_text]

          (*Kindly indicate as applicable).

     (e)  Whenever any payment to be made hereunder shall be stated to be due,
          or whenever the last day of any Interest Period would otherwise occur
          on a day other than a Business Day, such payments shall be made, and
          the last day of such Interest Period shall occur, on the next
          succeeding Business Day. Any such change in time of payment shall be
          taken into account in the computation of payment of interest.

6.   (a)  On giving not less than 14 (fourteen) Business Days' prior written
          notice, the Borrower may prepay on any Interest Payment Date all or
          any part of the Loan, principal and interest, provided that any amount
          so prepaid shall be in a minimum sum of not less than __2,000,0000$__
          and provided that the Bank shall receive [deleted_text] full
          compensation from the Borrower for costs incurred by the Bank in
          reemploying such prepaid funds.[/deleted_text] Compensation as
          stipulated in clause 31.2.3 in the "General condition for credit
          activity". Each prepayment made pursuant to this Agreement may not be
          reborrowed hereunder and any notice of prepayment given by the
          Borrower shall be irrevocable and the Borrower shall be bound to
          prepay in accordance with such notice.

     (b)  Whenever the Borrower is overdue in repaying any of the payments due
          and payable by it under this Agreement, the Bank shall charge the
          Borrower with respect to any such overdue payment with arrears of
          interest at a rate equal to L+6% (Libor + six _ per centum) per annum.
          [deleted_text] in excess of the Interest Rate determined pursuant to
          Clause 5 herein. [/deleted_text] Arrears of interest may be
          capitalized by the Bank periodically once every three or six months,
          as determined by the Bank at its sole discretion.

7.   (a)  The Borrower's obligation to repay the principal, any amount of
          interest on and/or other amounts in connection with the Loan shall be
          absolute and unconditional, regardless of any law, regulation or
          decree now or hereafter in effect in any country or other jurisdiction
          (including, without limitation, restrictions on payments in any
          currency) which might render

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          invalid or unenforceable, or otherwise alter or affect in any manner,
          any of the terms and conditions of the Loan of this Agreement or any
          rights or obligations hereunder, and all payments by the Borrower
          shall be made in full without set-off or counterclaim.

     (b)  All payments required to be made under this Agreement shall be made to
          the Bank free of any taxes, deductions or charges and without set-off
          or counterclaim, in lawful and freely transferable currency and in
          funds available to the Bank or at any other place nominated by the
          Bank and not prohibited for that purpose by any applicable law,
          provided that 5 (five) days' prior notice thereof shall have been
          given to the Borrower by the Bank, except for any taxes withheld by
          any relevant authorities at source, in which case the Borrower hereby
          undertakes to furnish to the Bank a certificate setting forth and
          confirming the amount so deducted in accordance thereto, which
          certificate shall be prima facie evidence of the amount set forth
          therein.

     (c)  If the Borrower is prevented by operation of law from effecting
          payment, free of any deduction, taxes, duties, fees, costs or other
          charges,or from paying, causing to be paid or remitting the same, the
          payment of interest under this Agreement shall be increased to such
          amount as is necessary to yield and remit to the Bank interest at the
          rate specified in this Agreement after provision for payment of such
          deduction, taxes, duties, fees, costs or other charges. The Borrower
          shall at the request of the Bank executed and deliver to the Bank such
          instruments as may be necessary or desirable to give full force and
          effect to such increase in the Interest Rate.

     (d)  In the event that any law or regulation shall be interpreted by any
          governmental authority charged with the administration thereof to:

          (i)  Subject the Bank to any form of tax payable in respect of this
               Agreement or to any tax with respect to payments of principal of
               or interest on the Loan or to change the basis of taxation of
               payments to the Bank of principal of or interest on the Loan
               (except for taxes on the overall income of the Bank); or

          (ii) Impose, modify or deem applicable any reserve requirements
               against assets held by, or deposits on or for the account of, or
               loans received by the Bank; or

          (iii)Impose, modify or deem applicable any withholding tax against
               interest payable by the Bank on deposits or loans received by the
               Bank; or

          (iv) Impose on the Bank any other condition with respect to this
               Agreement,

          and the result of any of the foregoing shall in the opinion of the
          Bank be to increase the cost to the Bank of making or funding the Loan
          by an amount which the Bank deems to be material then, upon demand
          being made to the Borrower by the Bank, the Borrower shall pay to the
          Bank that amount which shall compensate the Bank for such additional
          cost in respect of the Loan. The Bank shall use its best efforts
          promptly to notify the Borrower of any event which may entitle the
          Bank to payment pursuant to the preceding sentence but failure by the
          Bank to give any such notification shall in no way prejudice its
          rights hereunder. A certificate by a duly authorised officer of the
          Bank, setting forth the amount of such payment and the basis therefor
          shall be sent by the Bank to the Borrower and shall except in the case
          of manifest error be conclusive evidence of such amount. All mentioned
          above is subject to clause 45.6 in "General conditions for credit
          activity".

8.   If as a result of the introduction of or any change in or in the
     interpretation of any law or regulation, whether by any court, central
     bank, other governmental authority or otherwise, it shall become (or be
     claimed to be) unlawful for the Bank to continue to fund or maintain the
     Loan or to perform any of its obligations in connection therewith, the Bank
     and the Borrower undertake to cooperate in good faith in pursuing any
     reasonable possibility to restructure the Loan so that it will be valid and
     binding. However, if all attempts fail to accomplish such a restructuring
     within a reasonable period of time, upon demand by the Bank, the Borrower
     shall forthwith (and in any event not later than the next Interest Payment
     Date) prepay in full the unpaid principal amount of

                                       3


     the Loan together with accrued interest thereon and all other amounts
     payable by the Borrower hereunder, all without penalty or premium.

9.   (a)  On or before the advancement of the Loan and/or as security for the
          full and punctual payment of all sums now or hereafter to become due
          to the Bank by the Borrower, the Borrower hereby undertakes to furnish
          to the Bank the following securities:

          --------------------------------------------------------------------
          Full Guarantee of ORMAT INDUSTRIES LTD (mother company)_____________
          --------------------------------------------------------------------

     (b)  The full and punctual payment of all sums now or hereafter to become
          due to the Bank from the Borrower hereunder shall be secured by any
          and all securities given or to be given to the Bank from time to time
          by the Borrower and/or for the Borrower.

10.  On the happening of any one of the events specified in section 24 in
     "General conditions for credit activity", the Bank will be entitled to
     demand the immediate repayment of any amount owing to the Bank from the
     Borrower on account of the Loan or in accordance with this Agreement and
     such amount shall thenceforth become immediately due and repayable to the
     Bank until the repayment thereof in full:
[deleted_text]
     (a)  If any sum due from the Borrower to the Bank under this Agreement is
          not paid when and as the same shall become due and payable and such
          sum is not paid within a period of 15 (fifteen) days; or

     (b)  If an order shall be made or a resolution passed for the winding up of
          the Borrower or if the Borrower be otherwise in liquidation; or

     (c)  If a receiver, trustee or similar officer is appointed over any of the
          assets of the Borrower and such appointment is not cancelled within 30
          (thirty) days; or

     (d)  If the Borrower commits an act of bankruptcy, enters into a scheme or
          arrangement with its creditors, or convenes a meeting for the purpose
          of entering into a scheme or arrangement with its creditors, or
          applies to a court for the purpose of approving a scheme or
          arrangement with its creditors, or admits its inability to pay its
          debts when due and shall continue for a period of 30 (thirty) days; or

     (e)  If any representation or warranty or obligation made by the Borrower
          in Clause 11 is or proves to have been incorrect when made or the
          Borrower is in breach of any obligation under Clause 14; or

     (f)  If the Borrower ceases or threatens to cease all or a substantial part
          of its operations or transfers or disposes of (otherwise than in the
          ordinary course of business) all or a substantial part of its assets
          whether by one or a series of transactions related or not.
[/deleted_text]

11.  In the event that the Borrower is a company, the Borrower represents and
     warrants as follows:

     (a)  The Borrower is a corporation duly incorporated, validly existing and
          in good standing under the laws of the jurisdiction indicated at the
          beginning of this Agreement.

     (b)  The execution, delivery and performance by the Borrower of this
          Agreement are within the Borrower's corporate powers, have been duly
          authorized by all necessary corporate action, and do not contravene
          (i) the Borrower's Memorandum and Articles of Association or
          equivalent constitutional documents (ii) any law or any contractual
          restriction binding on or affecting the Borrower.

     (c)  The Agreement is a legal, valid and binding obligation of the Borrower
          enforceable against the Borrower according to its terms, and such
          obligation ranks and will rank at least parri passu in all respects
          with all other unsecured obligations of the Borrower.

                                       4

[deleted_text]
     (d)  No charges, pledges or encumbrances, floating or fixed, exist over all
          or any of the present or future revenues or assets of the Borrower.
[/deleted_text]

     (e)  There is no pending or threatened action or proceeding affecting the
          Borrower before any court, governmental agency or arbitrator, which
          may materially adversely affect the financial condition or operations
          of the Borrower.

     12.  [deleted_text] The Bank shall have a lien and/or a first ranking
          pledge and/or charge on all monies and/or securities and/or claims
          and/or goods, and other property, assets and/or rights of the
          Borrower, that shall be held by the Bank, whether the same shall be
          held directly or indirectly by the Borrower or in any company of which
          the Borrower is a shareholder, until payment in full of all amounts
          due from the Borrower to the Bank hereunder. All mentioned in this
          clause is subject to clause 11 in "General conditions for credit
          activity".[/deleted_text]

[deleted_text]
13.  The Bank shall be entitled to appropriate and/or to discharge any amount
     owed by the Borrower pursuant to this Agreement, any amount had or received
     by the Bank for or on account of the Borrower, notwithstanding that any
     amount so had or received was intended by the Borrower or any third party
     to be appropriated for or on account of any other amount.
[/deleted_text]

14.  (a)  [deleted_text] The Borrower hereby undertakes, at the request of the
          Bank, to execute and deliver to the Bank such instruments which in the
          sole opinion of the Bank shall be necessary or desirable to give full
          force and effect to any clause in this Agreement.[/deleted_text]

     (b)  [deleted_text] The Borrower undertakes not to create or have
          outstanding any charge, pledge or encumbrance, fixed or floating, or
          over any of its present or future reserves or assets[/deleted_text]

15.  Should any undertaking of the Borrower contained in this Agreement be
     contrary to any applicable law, such undertaking shall be severable from
     all remaining parts of this Agreement and the validity of the remainder
     shall not be affected.

16.  [deleted_text] All the costs and expenses (including[/deleted_text]
     stamp duties shall be paid by the Borrower.

17.  Any waiver on the part of either party hereto in favour of the other party
     in respect of a previous breach or non-compliance of one or more of such
     other party's obligations hereunder shall not be deemed to be a
     justification or excuse for an additional breach or noncompliance of any
     provision or obligation of the Agreement. The invalidity or
     unenforceability of any provisions hereof shall not affect or impair the
     validity or enforceability of any other provisions hereof. The remedies
     herein provided are cumulative and not exclusive of any remedies provided
     by law.

18.  (a)  For the purpose of this Agreement, the expression "written" or "in
          writing" shall mean "by letter, facsimile, SWIFT, cable or telex.

     (b)  Any demand for payment of any amounts due and payable under this
          Agreement and any notice in writing required or permitted to be made
          hereunder shall, if made by letter, be deemed to be sufficiently made
          if addressed as follows:

          (i)  In the case of a demand or notice to the Borrower at the address
               set forth above; and _P.O.B 68, Derech Shidlovsky st.,
               Yavne__________________________

               ------------------------------------

          (ii) In the case of a demand or notice to the Bank, at: __48
               Lilienblum st. Tel Aviv 65134__________________

               ------------------------------------

          and posted to them or served on them personally there or left for them
          there and in proving such service in case of postage it shall be
          sufficient to show that the letter containing such demand or notice
          was properly addressed, stamped and posted by registered airmail for
          service to be deemed to have been effected within 7 (seven) days after
          the date of posting.

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     (c)  Any demand for payment of any amount due and payable under the
          Agreement and any notice in writing required or permitted to be made
          hereunder shall, if made by cable, facsimile, SWIFT or telex, be
          deemed to be sufficiently made if addressed as follows:

          (i)  In the case of a demand or notice to the Borrower -
               Telex Number:____001-775-356-9079_______________________
               Facsimile Number:__001-775-356-9039______________________

          (ii) In the case of a demand or notice to the Bank -
               Telex Number: 33625, 341225-6 MIZBK IL
               Facsimile Number: 972-3-7557916-1630 or
               972-3-5679916

            and any such facsimile, cable, SWIFT or telex properly addressed and
            sent shall be deemed to have been received within 12 (twelve) hours
            after the time of sending.

     (d)  Each of the parties hereto shall be entitled at any time and from time
          to time to give the other party notice in writing of any change in any
          of the addresses relating to the party giving such notice, and
          paragraphs (b) and (c) of this Clause shall be deemed modified by and
          in accordance with every such notice of change.

19.  This Agreement shall be governed by, and construed in accordance with, the
     laws of the State of Israel.

20.  The parties agree that the Courts of the City of Tel Aviv shall have
     non-exclusive jurisdiction over any dispute arising from or in connection
     with the existence, the interpretation, the performance, enforcement or the
     termination of this Agreement, but nothing herein contained shall derogate
     from the right of the Bank to institute, at its sole choice and discretion,
     proceedings against the Borrower in any other competent courts wheresoever
     situated.

21.  This Agreement shall enter into force as of the day and year first above
     written after having been signed by both parties.

IN WITNESS WHEREOF, the Bank and the Borrower have caused this Agreement to be
duly executed at the respective places and on the respective dates below
written.


       UNITED MIZRAHI BANK LIMITED              ORMAT TECHONOLOGIES, INC.

By: /s/ Avinoam Meoded /s/ Anita Castiel     By: /s/ Yehudit Bronicki
   -------------------------------------         -------------------------------

At: Avinoam Meoded     Anita Castiel         At: Yehudit Bronicki
   -------------------------------------         -------------------------------

This 1st day of June, 2004.                       This 1st day of June, 2004.