Execution Copy
AMENDMENT NO. 1
TO
▇▇▇▇▇ POWER PARTNERS
FIRST AMENDED AND RESTATED
AGREEMENT OF GENERAL PARTNERSHIP
This Amendment No. 1 to ▇▇▇▇▇ Power Partners First Amended and Restated
Agreement of General Partnership (the "Amendment") is dated as of March 20,
1995, by and between ESI BH Limited Partnership, a Delaware limited partnership
("ESI BH") and TPC ▇▇▇▇▇, Inc., a Delaware corporation ("TPC ▇▇▇▇▇").
WHEREAS, pursuant to the ▇▇▇▇▇ Power Partners First Amended and Restated
Agreement of General Partnership (the "Agreement"), dated as of February
20, 1995, between ESI BH and Nevada Geothermal Power Partners, Limited
Partnership ("NGPP"), ESI BH and NGPP amended and restated their agreement with
respect to ▇▇▇▇▇ Power Partners ("the "Partnership");
WHEREAS, TPC ▇▇▇▇▇ has acquired all of NGPP's right, title and interest in
and to the Partnership (the "Interest"); and
WHEREAS, ESI BH and TPC ▇▇▇▇▇ desire to amend the Agreement to continue
the Partnership without dissolution following the transfer of the Interest to
TPC ▇▇▇▇▇.
NOW, THEREFORE, in consideration of the mutual covenants, conditions and
agreements herein contained and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. Continuation. The parties hereto, in accordance with the terms hereof,
hereby amend the Agreement such that on the effective date of this Amendment (i)
TPC ▇▇▇▇▇ shall assume all of NGPP's responsibilities, duties and obligations
under the Agreement, and all rights, privileges, responsibilities, duties and
obligations of NGPP under the Agreement shall be deemed rights, privileges,
responsibilities, duties and obligations of TPC ▇▇▇▇▇ as of the effective date
of this Amendment, (ii) TPC ▇▇▇▇▇ shall be bound by all the terms, provisions
and conditions set forth in the Agreement accruing or arising on or after the
effective date of this Amendment, and (iii) all references to NGPP in the
Agreement shall be deemed to be references to TPC ▇▇▇▇▇.
2. No Dissolution. The parties agree that the admission of TPC ▇▇▇▇▇ to the
Partnership and the withdrawal of NGPP shall not effect a dissolution of the
Partnership under Nevada law.
3. Section 12.2. Section 12.2 of the Agreement is hereby amended to read in
its entirety as follows:
"TPC ▇▇▇▇▇ hereby agrees and covenants that during the term of the
Partnership, TPC ▇▇▇▇▇ shall not be a Utility and during the term of the
Partnership not more than 5 percent of the equity interest in TPC ▇▇▇▇▇
shall be owned, directly or indirectly, by a Utility (including a wholly
or partially owned subsidiary of a Utility), provided that such equity
interest shall not cause TPC ▇▇▇▇▇ to be deemed a Utility."
4. Full Force and Effect. Except as amended hereby the Agreement remains in
full force and effect.
5. Applicable Law. This Amendment shall be governed by and construed in
accordance with the laws of the State of Nevada.
6. Counterparts. This Amendment may be executed in two or more counterparts
each of which shall be deemed an original, and together shall be considered one
instrument with the same effect as if the signatures thereto and hereto were
upon the same instrument together and shall constitute one and the same
instrument.
7. Effective Date. Although this Amendment is dated as of the date first
above written for convenience, the actual dates of execution hereof by the
parties hereto are respectively the dates set forth under the signatures hereto,
and the effective date of this Amendment shall be the latest of such dates.
Page 2 of 3
IN WITNESS WHEREOF, the parties hereto have authorized the execution and
delivery of this Amendment on the dates set forth below.
ESI BH LIMITED PARTNERSHIP
By: ESI ▇▇▇▇▇, Inc., its general partner
By: /s/ ▇.▇. ▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------
Title: Vice-President
Date: May 9, 1995
TPC ▇▇▇▇▇, INC.
By: ___________________________
Name: ___________________________
Title: ___________________________
Date: __________ ____, 1995
Page 3 of 3
IN WITNESS WHEREOF, the parties hereto have authorized the execution and
delivery of this Amendment on the dates set forth below.
ESI BH LIMITED PARTNERSHIP
By: ESI ▇▇▇▇▇, Inc., its general partner
By: ___________________________
Name: ___________________________
Title: ___________________________
Date: __________ ____, 1995
TPC ▇▇▇▇▇, INC.
By: /s/ Keiichi Matsuzuka
Name: Keiichi Matsuzuka
Title: Chief Financial Officer
Date: May 9, 1995
Page 3 of 3
The undersigned officer of ESI ▇▇▇▇▇, Inc. ("ESI ▇▇▇▇▇"), the general
partner of ESI BH Limited Partnership ("ESI BH") does hereby certify that
attached hereto as Exhibit A is a true, complete and correct copy of the First
Amended and Restated Agreement of General Partnership of ▇▇▇▇▇ Power Partners,
dated as of February 20, 1995, by and between ESI BH and Nevada Geothermal Power
Partners, Limited Partnership.
IN WITNESS WHEREOF, the undersigned officer of ESI ▇▇▇▇▇ has duly executed
this Certificate on the date and in the capacity set forth below.
ESI BH Limited Partnership
By: ESI ▇▇▇▇▇, Inc., its general partner
By: /s/ ▇.▇. ▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice-President
Date: May 9, 1995