EX-10.1.14 23 file015.htm REIMBURSEMENT AGREEMENT


                                                                 Exhibit 10.1.14

                             REIMBURSEMENT AGREEMENT


     THIS AGREEMENT (this "Agreement") between Ormat Industries Ltd., an Israeli
corporation ("OIL"), and Ormat Technologies, Inc., a Delaware corporation
("OTI"), is made and entered into as of July 15, 2004.


                                    RECITALS

     WHEREAS, OIL and OTI have entered into a Guarantee Fee Agreement dated as
of January 1, 1999 (the "Guarantee"), pursuant to which OIL has agreed to issue
certain standby letters of credit on OTI's behalf, as well as guarantees in
forms acceptable to the end customers;

     WHEREAS, OIL requires that OTI execute this Agreement and OTI is willing to
execute this Agreement;

     NOW THEREFORE, in consideration of the premises contained herein and for
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto hereby agree as follows:

1.   Unconditional Reimbursement Obligations. OTI, together with its successors
     and permitted assigns, hereby unconditionally agrees that on the fifth
     business day following receipt of notice (the "Due Date") from OIL of (i)
     any draw made on a standby letter of credit issued by OIL pursuant to the
     Guarantee or (ii) any payments made in accordance with a guarantee made by
     OIL pursuant to the Guarantee (each, a "Payment"), OTI shall reimburse OIL
     in full for such Payment. Any payment that is not made on the Due Date
     shall bear interest, accruing from such Due Date until repayment in full,
     at an interest rate per annum equal to OIL's average cost of funds plus
     0.3% in United States dollars.

2.   Indemnification. OTI agrees at all times to indemnify OIL and hold OIL
     harmless from and against any and all liabilities, losses, damages, costs,
     and expenses, including reasonable attorney fees, which OIL may sustain or
     incur from time to time by reason of having executed the Guarantee or any
     modification, amendment, limitation, renewal or extension thereof, except
     as a result of OIL's gross negligence or willful misconduct.

3.   Representations and Warranties of OTI. OTI hereby represents and warrants
     that (i) it has the requisite corporate power to execute, deliver and
     perform this



     Agreement and has taken all necessary corporate action to authorize the
     execution, delivery and performance of this Agreement, (ii) the execution,
     delivery and performance of this Agreement does not and will not violate,
     create a breach of or a default under any contract or agreement to which
     OTI is a party or by which it is bound, and (iii) the execution, delivery
     and performance of this Agreement does not require any approval of any
     person, except for such approvals or consents which have been obtained
     prior to the date hereof.

4.   Defense of Legal Action. In the event any legal action is taken against OIL
     under the Guarantee, either jointly with OTI or alone, OTI shall defend
     such action at its own expense and OIL shall cooperate with OTI in the
     defense thereof, or, at its election, OIL shall assume the defense, at the
     expense of OTI. OIL shall have the right to join OTI as party defendant in
     any legal action brought against it alone under the Guarantee and OTI
     hereby consents to the entry of an order making it a party defendant.

5.   Miscellaneous. This Agreement (i) embodies the entire agreement and
     understandings between OIL and OTI (or any subsidiary to which the
     underlying interest may be assigned) and supersedes all prior agreements
     and understandings between OIL and OTI relating to the subject matter
     hereof; (ii) may be modified or amended only by written instrument executed
     by each party hereto; (iii) shall be governed by and construed according to
     the laws of the State of New York; and (iv) may be executed in several
     counterparts, each of which is an original, but all of which together
     constitute one and the same agreement. If any provisions of this Agreement
     shall be held to be invalid, illegal or unenforceable, the remaining
     provisions shall not in any way be effected or impaired.

     IN WITNESS WHEREOF, OIL and OTI have duly executed this Agreement as of the
date first written above.



ORMAT INDUSTRIES LTD.                                ORMAT TECHNOLOGIES, INC.



By: /s/ Yehudit Bronicki                             By: /s/ Yehudit Bronicki
   ---------------------                                 -----------------------
Name: Y. Bronicki                                    Name: Y. Bronicki
Title: Managing Director                             Title: President


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