Item 1.01. Entry into a Material Definitive Agreement.
On January 8, 2009, Ormat Technologies, Inc. (the Registrant) announced that its indirect
wholly-owned subsidiary, OrPower 4, Inc. (OrPower 4), entered into the following agreements for
the financing of its Olkaria III geothermal power project in Kenya (collectively, the
Agreements): a Common Terms Agreement dated January 5, 2009 with DEG Deutsche Investitions-Und
Enticklungsgesellschaft MBH (DEG) and Société de Promotion et de Participation pour la
Coopération Economique (PROPARCO), as original lenders, DEG, in its capacity as Global Agent, and
BNY Corporate Trustee Services Limited, as Offshore Security Agent; individual facility loan
agreements, each also dated January 5, 2009, with DEG and PROPARCO, referred to as the DEG A Loan
Agreement, Proparco A Loan Agreement, DEG B Loan Agreement, and DEG C Loan Agreement.
The Agreements provide OrPower 4 with up to $105 Million of senior secured debt, subject to the
terms and conditions of the Agreements, including OrPower 4s fulfillment of customary conditions
precedent to disbursement of the loans. The proceeds of the loans will be applied by OrPower 4 to
certain approved costs of the Olkaria III geothermal power project. Loans under the Agreements
will have a scheduled maturity of ten (10) years, and will bear interest at LIBOR plus 4%, but
OrPower 4 has an option, subject to agreement with the Lenders, to convert all (or, subject to an
exception provided, substantially all) of the loans to a fixed rate of interest. Principal and
interest payments under the Agreements are due semi-annually (each June and December), with
principal payments commencing on December 15, 2009. OrPower 4 has a right to make voluntary
prepayments of all or a portion of the loans (subject to prior notice, minimum prepayment amounts,
and a prepayment premium of 2% in the first two years after the end of the availability period for
loans, reducing to 1% in the following three years, and without premium thereafter). In addition,
the loans are subject to customary mandatory prepayment, including from insurance and condemnation
proceeds above certain threshholds and to the extent such proceeds are not otherwise applied to
repair of the project in accordance with OrPower 4s obligations under its power purchase
agreement.
OrPower 4s repayment and other obligations under the Agreements will be secured by substantially
all of the assets of OrPower 4, including all property, plant and equipment, revenues, contract
rights, and insurance, as well as by a pledge of all of the equity interests in OrPower 4 by Ormat
Holding Corp., an indirect wholly-owned subsidiary of the Registrant that is the immediate parent
entity of OrPower 4. The definitive security documents that will establish and govern the lenders
security interest in the collateral remain to be finalized between OrPower 4 and its lenders and
the perfection and registration of the collateral package constitutes one of the conditions
precedent to loan disbursements.
The Agreements include representations, warranties, covenants and conditions precedent to
disbursement of the loans that are customary for international project financings of this type,
including covenants to comply with applicable environmental and social standards, meet prudent
electricity standards and other operational
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