First Amendment To Leyte Optimization Project Bot

Exhibit 10.3.37 FIRST AMENDMENT TO LEYTE OPTIMIZATION PROJECT BOT AGREEMENT THIS FIRST AMENDMENT to LEYTE OPTIMIZATION PROJECT BOT AGREEMENT (this"Amendment") is made as of February 29, 1996, between PNOC-ENERGY DEVELOPMENTCORPORATION, a wholly owned subsidiary of the Philippine National Oil Company,organized and existing under Philippine law ("PNOC-EDC") and ORMAT LEYTE CO.LTD. a Philippine limited partnership ("Operator"). A. PNOC-EDC and ORMAT INC. a Delaware Corporation executed that certainLeyte Optimization Project BOT Agreement dated August 4, 1995 which has beenassigned to the Operator (the "Original Agreement"), concerning the developmentand operation of a 49 MW (net) geothermal power production facilities in LeyteProvince, the Philippines. All capitalized terms not defined herein shall havethe meanings given them in the Original Agreement. B. PNOC-EDC and Operator each acknowledge that some but not all of theconditions to "Effectivity" of the Original Agreement set forth in Sections26.1, 26.2 and 26.3 of the Original Agreement have been fulfilled. C. PNOC-EDC and Operator recognize that additional time is needed in orderto fulfill the remaining conditions to Effectivity set forth in Sections 26.1,26.2 and 26.3 of the Original Agreement. D. Section 15.1 of the Original Agreement provides, inter alia, that if bythe Effectivity Date of March 1, 1996, one or more of the conditions set forthin Sections 26.1, 26.2 and 26.3 have not been fulfilled or waived by PNOC-EDC orthe Operator, as the case may be, the parties shall consult in good faith with aview to achieving Effectivity. Furthermore, Section 3.1(a) states that if theEffectivity Date does not occur on or before March 01, 1996, the parties shalldiscuss and agree on any further extension of the Bid Security. E. PNOC-EDC and Operator wish to amend the Original Agreement and the BidSecurity as more fully set forth in this Amendment. NOW THEREFORE, the parties hereto, intending to be legally bound, and tobind their successors and assigns, agree as follows: 1. Amendment of Section 3.1(a) of the Original Agreement. Section 3.1(a) of the Original Agreement is hereby amended to read in itsentirety as follows: (a) To guarantee the faithful performance by the Operator of its obligationto completely construct the Power Plant in accordance with the terms andconditions of this Agreement, within ten (10) days of the Effectivity Date theOperator shall post and deliver the Construction Performance Security in a formacceptable to PNOC-EDC in a sum equivalent to One Hundred Dollars (US $100) perkilowatt (kW) of total Contracted Capacity for all the Plants or its equivalentin Philippine Pesos or other currencies. Prior to such delivery, the Operatorshall ensure that the Bid Security required under the bid documents shall beextended until such time the Construction Performance Security shall have beenposted and delivered; provided that, in the event that the Effectivity Date doesnot occur on or before April 10, 1996, the parties shall discuss and agree onany further extension of the Bid Security. PNOC-EDC shall have recourse to theConstruction Performance Security to satisfy the final judgment in an arbitralproceeding in accordance with Article 21. 2. Amendme ...