NOTE PURCHASE AGREEMENT

Exhibit 10.23 EXECUTION VERSION NOTE PURCHASE AGREEMENT ORTITLAN, LIMITADA,
as Issuer and TCW GLOBAL PROJECT FUND II, LTD. ,
as Note Holder $42,000,000 Single Draw Note Dated as of May 18, 2009

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          This NOTE PURCHASE AGREEMENT is dated as of May 18, 2009 among ORTITLAN, LIMITADA , a Guatemalan sociedad de responsabilidad limitada duly organized and in good standing under the laws of Guatemala (" Issuer "), and TCW GLOBAL PROJECT FUND II, LTD. , an exempted company incorporated and existing under the laws of the Cayman Islands (" Note Holder "). RECITALS           A. Issuer owns and operates the Amatitlán Geothermal Project located in the department of Amatitlán, Guatemala and, in connection therewith, it proposes to issue and sell to Note Holder, pursuant to the terms of this Agreement, up to $42,000,000 in Notes, the proceeds of which will be used by Issuer to (i) reimburse Issuer for a portion of Issuer’s costs to develop and construct the Project, (ii) fund the Debt Service Reserve Account up to the Debt Service Reserve Requirement, and (iii) pay fees, costs and expenses relating to the transactions contemplated by this Agreement, all as further described herein.           B. Pursuant to the terms and conditions hereof, on or before the Closing Date: (i) Issuer will enter into an Administrative Trust Agreement pursuant to which Issuer will establish with the Security Trustee certain collateral bank accounts that will hold all receipts of Issuer and convey to and in favor of the Security Trustee, for the benefit of the Note Holder, an interest in such accounts and an interest in the monies and receipts held therein, all in accordance with the terms of the Administrative Trust Agreement, (ii) Issuer, OrPower 2 and OrPower 9 will enter into a Security Trust Agreement pursuant to which they will create, grant and convey to and in favor of the Security Trustee, for the benefit of the Note Holder, a first priority perfected security interest in, in the case of Issuer, all of Issuer’s present and future moveable and immoveable tangible and intangible properties, assets, rights and interests and, in the case of OrPower 2 and OrPower 9, in all of their equity interests in Issuer, all in accordance with the terms and conditions of the Security Trust Agreement, (iii) Parent and Issuer will enter into a PRI Security Agreement pursuant to which Parent will create, grant and convey to and in favor of Note Holder, a first priority perfected security interest in all of Parent’s rights to payments and/or proceeds accruing under the political risk insurance policy applicable to the Project, all in accordance with the terms and conditions of the PRI Security Agreement, and (iv) OrPower 9 and Issuer will enter into a Subordinated Debt Security Agreement pursuant to which OrPower 9 will create, grant and convey to and in favor of Note Holder, a first priority perfected security interest in the Shareholder Loans provided by OrPower 9 to Issuer, all in accordance with the terms and conditions of the Subordinated Debt Security Agreement.           Accordingly, the parties hereto hereby agree as follows: SECTION 1. DEFINITIONS       1.1 Certain Defined Terms           The following terms used in this Agreement shall have the following meanings:           " Acceptable Financial Institution " means a United States or Israeli commercial bank or trust company or a United States branch of a foreign commercial bank or trust company having (a) (i) a long-term unsecured credit rating of at least "A" or better by S&P or a short-

term issuer credit rating of at least "A-2" by S&P and (ii) a long-term unsecured debt rating of at least "A1" or better by Moody’s or a short-term unsecured debt rating of at least "P-1" or better by Moody’s and (b) a combined capital surplus of at least $1,000,000,000, or otherwise approved in writing by Note Holder.           " Acceptable Insurance Carriers " means financially sound and reputable insurance companies authorized and licensed to do business in each jurisdiction where the Project or any other Collateral is located (i) with Bests’ Insurance Report Rating of "A-" or better and financial size category of "IX" or higher or (ii) ranked or included among the three (3) top insurance companies in relation to their assets as per their financial statements or balances published by the Guatemalan Superintendence of Banks or corresponding governmental agency or regulator, and in case this is not feasible, then in relation to their net prime amounts as published by the Guatemalan Superintendence of Banks or corresponding governmental agency or regulator approved in writing by Note Holder, which approval shall not be unreasonably withheld.           " Accounting Principles " means GAAP; or, in the event that Issuer elects to prepare its statements in accordance with IFRS for purposes of its or Ormat Technologies’ filings with the SEC, then it shall mean IFRS, provided Issuer has complied with Section 6.1(iv) .           " Additional Financing Documents " means any documents or agreements relating to the transactions contemplated hereby entered into after the date hereof (other than those documents or agreements identified by name in the definition of Financing Documents) by any Transaction Party or any of its Affiliates (i) with Note Holder or any Agent or (ii) for the expressed benefit of Note Holder or any Agent as a third party beneficiary.           " Adjusted Cash Flow " means, for any period, (i) the net income (loss) of Issuer for such period, plus (ii) to the extent subtracted in determining such net income (loss), all interest (including the interest attributable to any Capital Leases and capitalized interest), commissions, discounts and other fees and charges paid by Issuer for such period in respect of all outstanding Indebtedness of Issuer (including, without limitation, all Indebtedness under the Financing Documents), plus (iii) to the extent subtracted in determining such net income (loss), all net non-cash charges, including amortization and depreciation, of Issuer for such period, less (iv) all net non-cash gains (losses) of Issuer for such period that are included in arriving at such net income (loss), less (v) all capital expenditures made by Issuer during such period (but excluding any such expenditures during such period funded from cash from the Wellfield Maintenance Reserve Account and/or from any Letter of Credit in support of the Wellfield Maintenance Reserve Requirement), and less (vi) all amounts deposited during such period in the Wellfield Maintenance Reserve Account, all determined in accordance with the Accounting Principles consistently applied.           " Administrative Trust Agreement" means the Contrato de Fideicomiso Irrevocable de Administración de Cuentas y Pago , dated on or prior to the Closing Date, to be documented through a public deed among Issuer, Note Holder and the Security Trustee, in form and substance satisfactory to Note Holder, and by which Issuer will open the collateral bank accounts as stated therein or in this Agreement, for purposes of holding all Revenues (as defined therein), insurance and condemnation proceeds, and other payments and amounts of Issuer, and

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pursuant to which Issuer will convey to and in favor of the Security Trustee for the benefit of Note Holder, title to such accounts and an interest in the monies and receipts held therein all in accordance with the terms thereof.           " Affiliate " means, as applied to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, that Person. For the purposes of this definition, "control" (including with correlative meanings, the terms "controlling," "controlled by" and "under common control with"), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of that Person, whether through the ownership of securities or partnership or other ownership interests, by contract or otherwise. The term "Affiliate" shall include any investment fund or account managed or controlled, directly or indirectly, by a common entity or Person, and such common entity or Person (but excluding any community trust or welfare fund established or managed by Issuer).           " Agency Agreement " has the meaning set forth in Section 9.19 .           " Agent " means the Security Trustee, and any banking institution appointed by Note Holder pursuant to Section 9.19 to act as agent for Note Holder under this Agreement or any other Financing Document.           " Agreement " means this Note Purchase Agreement, including all exhibits and schedules hereto, as it may be amended, supplemented or modified from time to time.           " AMM " means Administrador del Mercado Mayorista , a private not-for-profit Guatemalan entity.           " Anti-Terrorism Law " means, collectively, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56, and any other statute, regulation, executive order, and other law pertaining to the prevention of future acts of terrorism or money laundering, in each case as such law may be amended from time to time.           " Assign ", " Assignment " and " Assigned " means to assign, transfer and/or convey in trust or by way of a Lien pursuant to, and with the effects contemplated under, Laws of Guatemala, the Laws of the State of New York, the Laws of the State of Delaware or any other relevant Law.           " Auditors " means PricewaterhouseCoopers LLP or such other nationally recognized public accounting firm as Note Holder may approve in writing, which approval shall not be unreasonably withheld or delayed.           " Authorizations " means all permits, licenses, orders, approvals, consents, exemptions, rulings, decrees, tariffs, filings, certifications, franchises, building permits, plot plan approvals, subdivision approvals, site plan reviews, environmental approvals, sewer and waste discharge permits, national pollutant discharge elimination system permits, water permits, zoning and land use entitlements and other authorizations, whether now existing or hereafter issued to, or obtained by, any Transaction Party, that (i) relate to or concern in any way the Project, any of

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the transactions contemplated hereby or any of the other Financing Documents or by any Project Document, or the exercise by Note Holder or Agent of its rights under any of the Financing Documents, and (ii) are given by, made with or issued by any Governmental Authority.           " Authorized Officer " means with respect to any Person, a member of the board of directors, president, chief executive officer, vice president, chairman, management committee member, chief financial officer, chief accounting officer, partner or principal of such Person, or any executive officer of such Person designated by any of the above-described Persons to act on behalf of such Person in writing delivered to Note Holder.           " Balloon Payment Amount " means the last principal payment set forth in Section 3.3A due on June 15, 2016, as such amount or date may be amended or modified in accordance with this Agreement.           " Bankruptcy Laws" means the provisions regarding bankruptcy, insolvency, or reorganization or similar matters in the Commerce Code ( Código de Comercio ) and the Civil and Mercantile Procedure Code ( Código Procesal Civil y Mercantil ) of Guatemala, or the bankruptcy, insolvency, reorganization or similar laws enacted in any other jurisdiction applicable to any Person or asset involved in the transactions contemplated by this Agreement and the other Financing Documents.           " Base Case Forecast " means the financial projections for Issuer provided to Note Holder by Issuer in accordance with this Agreement and demonstrating Issuer’s ability to (i) repay all of its Indebtedness and satisfy its other obligations when due, and (ii) fund the Debt Service Reserve Requirement.           " Base Interest Rate " has the meaning set forth in Section 3.2B(i) .           " Business Day " means any day excluding Saturday, Sunday and any day which is a legal holiday under the Laws of the State of New York or Guatemala or which is a day on which banking institutions located in any such jurisdiction are authorized or required by Law or other governmental action to close.           " Capital Expenditures Side Letter " means that side letter, dated on or prior to the Closing Date, from Ormat Technologies to Note Holder.           " Capital Lease " as applied to any Person, means any lease of any property (whether real, personal or mixed) by that Person as lessee that, in conformity with the Accounting Principles, is accounted for as a capital lease on the balance sheet of that Person.           " Casualty Event " means any event of damage, loss, destruction or casualty relating to all or any part of the Project or the assets or properties of Issuer.           " Certified Emission Reduction " or " CER " means a unit pursuant to the Clean Development Mechanism and all other relevant Kyoto Protocol Rules which is equal to one metric tonne of carbon dioxide equivalent.

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          " Change of Control " means that Parent shall, at any time, cease to (a) own, beneficially and of record, directly or indirectly through one or more of its wholly owned Subsidiaries, at least 50.01% of the issued and outstanding equity of Issuer, (b) have the right to nominate and elect, or maintain, the majority of the members of the board of directors of Issuer, (c) have the right to control the management of the affairs of Issuer (without regard to the occurrence of any contingency), including, without limitation, the right to vote in the election of directors having the power to direct or cause the direction of management and policies of Issuer, or (d) have the right to direct or cause the direction of management of the Project.           " Clean Development Mechanism " or " CDM " means the mechanism defined under Article 12 of the Kyoto Protocol.           " Closing " has the meaning set forth in Section 2.1B .           " Closing Date " means May 21, 2009 or such other date as the parties hereto may mutually agree upon.           " CNEE " means the Comisión Nacional de Energía Eléctrica , a Guatemala Governmental Authority.           " Collateral " means, collectively, "Collateral Account" or "Trust Accounts" or "Accounts" or " Cuentas " as defined in the Administrative Trust Agreement, "Collateral" or "Patrimony in Trust" or " Patrimonio Fideicometido " as defined in the Security Documents, and any other collateral, assets, properties, revenues, rights or interests (whether immoveable or moveable, tangible or intangible) as defined in, Assigned pursuant to, or in which a Lien is created or granted or purported to be created or granted in favor of Note Holder or any Agent under any Financing Document as security for the Obligations, in each case now or hereafter owned.           " Collateral Accounts " or the term "Trust Accounts" means each special account designated by that name or by the name " Cuentas " or " Cuentas Fideicometidas " set forth in the Administrative Trust Agreement.           " Collection Account " means each special account designated by that name or by the name " Cuenta Recolectora en Dólares " or " Cuenta Recolectora en Quetzales " and established pursuant to the terms of the Administrative Trust Agreement.           " Condemnation Event " means any taking, exercise of rights of eminent domain, public improvement, expropriation, confiscation, condemnation or similar action of, or proceeding by, any Governmental Authority relating to any part of the Project, any Collateral, or the assets or properties of Issuer.           " Contingent Obligation " as applied to any Person, means any direct or indirect contractual liability, contingent or otherwise, of that Person (i) with respect to any Indebtedness, lease, dividend or other obligation of another if the primary purpose or intent thereof by the Person incurring the Contingent Obligation is to provide assurance or security to the obligee of such obligation of another that such obligation of another will be paid or discharged, or that any agreements relating thereto will be complied with, or that the holders of such obligation will be

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protected (in whole or in part) against loss in respect thereof, or (ii) with respect to any letter of credit issued for the account of that Person or as to which that Person is otherwise liable for reimbursement of drawings. Contingent Obligations shall include, without limitation, (a) the direct or indirect guaranty, endorsement (otherwise than for collection or deposit in the ordinary course of business), co-making, discounting with recourse or sale with recourse by such Person of the obligation of another, (b) the obligation to make take-or-pay or similar payments if required regardless of non-performance by any other party or parties to an agreement, and (c) any liability of such Person for the obligation of another through any agreement (contingent or otherwise) (x) to purchase, repurchase or otherwise acquire such obligation or any security therefor, or to provide funds for the payment or discharge of such obligation (whether in the form of loans, advances, stock purchases, capital contributions or otherwise) or (y) to maintain the solvency or any balance sheet item, level of income or financial condition of another if, in the case of any agreement described under subclauses (x) or (y) of this sentence, the primary purpose or intent thereof is as described in the preceding sentence. The amount of any Contingent Obligation shall be equal to the amount of the obligation so guaranteed or otherwise secured or supported or, if less, the amount to which such Contingent Obligation is specifically limited.           " Contractual Obligation " means, as applied to any Person, any provision of any Security issued by that Person or of any indenture, mortgage, deed of trust, contract, undertaking, agreement or other instrument to which that Person is a party or by which it or any of its properties is bound or to which it or any of its properties is subject.           " Debt Service " means, for any period, the amount of all principal, interest, fees (including, if applicable, Prepayment Fees) and charges due or accrued on all Indebtedness (other than Permitted Subordinated Indebtedness) of Issuer for such period, including, without limitation, all Obligations under the Financing Documents.           " Debt Service Coverage Ratio " means, for any period, the ratio of (i) Adjusted Cash Flow to (ii) Debt Service for such period.           " Debt Service Reserve Account " means the special account designated by that name or by the name " Cuenta de Reserva de Servicio de Deuda " and established pursuant to the terms of the Administrative Trust Agreement.           " Debt Service Reserve Requirement " means, as of any date of determination, an amount equal to the quotient of (a) the amount required to pay all scheduled Debt Service payments of principal (other than and excluding the Balloon Payment Amount) and interest due or to become due during the period from (and including) such date of determination to (and including) the date that is twelve (12) months immediately following such date of determination (except that with respect to the interest portion of such Debt Service, it shall be the interest due or to become due during the period from (and including) such date of determination to (but excluding) the date that is twelve (12) months immediately following such date of determination) divided by (b) two.           " Default Interest Rate " means, at any time, a rate per annum equal to the Base Interest Rate, plus two percent (2%).

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          " Distribution Account " means each special account designated by that name or by the name " Cuenta de Distribución en Dólares " or " Cuenta de Distribución en Quetzales " and established pursuant to the terms of the Administrative Trust Agreement.           " Dollars " or " $ " means United States Dollars.            "Economic Unit" means the economic unit ( Unidad Económica ) constituted and created as per public deed number 15 authorized in Guatemala City on July 10, 2008 by notary public Najman Alexander Aizenstatd Leistenschneider, which is composed of certain parts, equipment and machinery of the Facilities and the Project as described therein and registered at the Real Estate Registry ( Registro General de la Propiedad ) of Guatemala as personal property ( bien mueble ) number 3892, page ( folio ) 392, of book ( libro ) 8E of Inscripciones Especiales .           " Employee Benefit Plan " means any "employee benefit plan" within the meaning of Section 3(3) of ERISA. The term Employee Benefit Plan includes a Multiemployer Plan.           " Environmental Claim " means any investigation, notice, notice of violation, claim, demand, abatement order or other order or direction (conditional or otherwise) by any Governmental Authority or any Person directed to or against Issuer or the Project for any damage, including, without limitation, personal injury (including sickness, disease or death), tangible or intangible property damage, contribution, indemnity, indirect or consequential damages, damage to the environment or natural resources, nuisance, pollution, contamination or other adverse effects on the environment, or for fines, penalties or restrictions, in each case relating to, resulting from or in connection with Hazardous Materials or the violation or alleged violation of any Environmental Law.           " Environmental Laws " means all current or future Guatemala national, departmental, municipal and local Laws, relating to (i) the protection of the environment, human health, and safety, including, without limitation, those relating to fines, injunctions, penalties, damages, contribution, cost recovery compensation, losses or injuries resulting from the Release or threatened Release of Hazardous Materials; (ii) the generation, use, storage, transportation or disposal of Hazardous Materials; or (iii) occupational safety and health, industrial hygiene, or the protection of human, plant or animal health or welfare in each case relating to Hazardous Materials, in any manner applicable to the Project or Issuer.           " ERISA " means the Employee Retirement Income Security Act of 1974, as amended, and any successor statute thereto.           " ERISA Affiliate " means (a) any Person subject to ERISA whose employees are treated as employed by the same employer as the employees of Issuer under IRC Section 414(b), (b) any trade or business subject to ERISA whose employees are treated as employed by the same employer as the employees of Issuer under IRC Section 414(c), (c) any organization subject to ERISA that is a member of an affiliated service group of which Issuer is a member under IRC Section 414(m), (d) any Person subject to ERISA that is a party to an arrangement with Issuer and whose employees are aggregated with the employees of Parent or its Subsidiaries under IRC Section 414(o), or (e) any Person who is in the same "controlled group" as Issuer

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within the meaning of ERISA Section 4001 or Pension Benefit Guarantee Corporation Regulation Section 4001.2.           " ERISA Plan " means any Employee Benefit Plan, other than a Multiemployer Plan, that is subject to the provisions of Title IV of ERISA or Section 412 or 430 of the IRC.           " Event of Default " means each of the events set forth in Section 8.1 or any other event designated in any Financing Document as constituting an "Event of Default".           " Exchange Act " means the Securities Exchange Act of 1934, as amended.           " Excluded Taxes " means, with respect to Note Holder or Agent or any other recipient of any payment to be made by or on account of any Obligation under any Financing Document, Taxes imposed on (or measured by) its net income by the jurisdiction under the Laws of which such recipient is organized or in which its principal office is located or, in the case of Note Holder, in which its applicable funding office is located.           " Executive Board " means the executive board of the United Nations’ Framework Convention for Climate Change, responsible for implementing the Clean Development Mechanism established by the Kyoto Protocol Rules.           " Expansion " means any proposed physical expansion of or addition to the Project or other measures that, in each such case, propose to increase the Project’s electrical output capacity beyond 20.5 megawatts.           " Expansion Financing " has the meaning set forth in Section 9.24D .           " Expansion Information Package " has the meaning set forth in Section 9.24C .           " Expansion Notice " has the meaning set forth in Section 9.24D .           " Expansion Requirements " has the meaning set forth in Section 9.24A .           " Facility or " Facilities " means any and all real property (including, without limitation, all buildings, fixtures, wells, equipment, machinery or other improvements located thereon) now or hereafter owned, leased, operated or used by Issuer in relation to the Project and the Economic Unit.           " FERC " means the Federal Energy Regulatory Commission, including any successor agency.           " Financial Statements means (i) the unaudited financial statements of Issuer at and for the periods ending March 31, 2008, June 30, 2008 and September 30, 2008 and (ii) the audited financial statements of Issuer at and for the periods ending December 31, 2007 and December 31, 2008, heretofore furnished to Note Holder and certified by an officer of Issuer that to his or her knowledge after due inquiry they fairly present in all material respects the financial condition of Issuer as of the dates indicated and the results of their operations and cash flows for the period indicated in accordance with the Accounting Principles consistently applied (other

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than the absence of footnotes and subject to audit and normal year end adjustments in the case of those Financial Statements listed in clause (i) above).           " Financing Documents " means this Agreement, the Security Documents, the Subordination Agreement, the Guaranty, the Parent Undertaking Agreement, the Note and any Additional Financing Documents.           " Fiscal Year " means Issuer’s fiscal year ending on December 31 of each calendar year (or such other year as may be mandated by law and notified in writing by Issuer to Note Holder and Agent).           " Fitch " means Fitch Ratings or its successor.           " FPA " means the Federal Power Act of 1935, as amended, including the implementing regulations of FERC.           " GAAP " means generally accepted accounting principles of the United States of America set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as may be approved by a significant segment of the accounting profession, which are applicable to the circumstances as of the date of determination.           " Governmental Authority " shall mean any court, agency, authority, board, bureau, commission, department, regulatory or administrative body, office or instrumentality of any nature whatsoever of any governmental or quasi-governmental unit, whether federal, state, parish, county, district, municipality, city, political subdivision or otherwise, in Guatemala or otherwise exercising jurisdiction over Issuer, the Project or a Transaction Party, or any other entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, in each case whether now or hereafter in existence.           " Guaranty " means that Guaranty, dated on or prior to the Closing Date, by Ormat Technologies in favor and for the benefit of Note Holder in form and substance satisfactory to Note Holder.           " Guatemalan Superintendence of Banks " means the Superintendencia de Bancos de Guatemala , a Guatemala Governmental Authority.           " Hazardous Materials " means any chemical pollutant, contaminant, waste, toxic substance, hazardous substance, and any other material or substance the storage, manufacture, disposal, treatment, generation, use, transport, discharge or Release of which is prohibited, limited, controlled, regulated or licensed under any Environmental Law.           " Highest Lawful Rate " means the maximum lawful interest rate, if any, that at any time or from time to time may be contracted for, charged, or received under the Laws applicable to Issuer which are presently in effect or, to the extent allowed by applicable Law, under such applicable Laws which may hereafter be in effect and which allow a higher maximum non-usurious interest rate than applicable Laws now allow.

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          " IFRS " means the International Financial Reporting Standards (including International Accounting Standards to the extent applicable) issued, from time to time, by the International Accounting Standards Board or, where applicable, its predecessor, the International Accounting Standards Committee, as interpreted taking account of interpretations published by the Standard Interpretations Committee and the International Financial Reporting Interpretations Committee.           " INDE " means Instituto Nacional de Electrificación , a Guatemala Governmental Authority.           " Indebtedness " means, as applied to any Person and without duplication, (i) all obligations for borrowed money (and any notes payable and drafts accepted representing extensions of credit whether or not representing obligations for borrowed money) whether for principal, interest, fees or otherwise, (ii) any obligation owed in respect of the deferred purchase price of property (or the cost of construction thereon or improvements thereto) or services (excluding any obligations to suppliers of goods or services, contractors, materialmen, repairmen and the like which are unsecured, are incurred in the ordinary course of business on normal trade terms, are not evidenced by a note or similar instrument, are due in full no later than twelve months after the date incurred and are paid when due in accordance with such terms unless being contested in accordance with Permitted Contest Procedures), (iii) any obligation secured by a Lien in respect of property owned or held by such Person, regardless of whether such Person has assumed or become liable for the payment of such obligation, (iv) any obligation of such Person created or arising under any conditional sale agreement or other title retention agreement, (v) Contingent Obligations and (vi) that portion of the obligations of such Person with respect to Capital Leases that is properly classified as a liability on the balance sheet in accordance with the Accounting Principles.           " Indemnified Liabilities " has the meaning set forth in Section 9.3B .           " Indemnified Taxes " means all Taxes other than Excluded Taxes.           " Indemnity " or " Indemnitees " has the meaning set forth in Section 9.3A .           " Independent Engineer " means Luminate, LLC or such other engineer or independent engineering firm as shall be engaged (so long as there is no Potential Event of Default or Event of Default, with the prior written consent of Issuer, not to be unreasonably withheld or delayed) to advise Note Holder or Agent concerning the Project.           " Independent Geothermal Engineer " means GeothermEx, Inc. or such other engineer or independent engineering firm as shall be engaged (so long as there is no Potential Event of Default or Event of Default, with the prior written consent of Issuer, not to be unreasonably withheld or delayed) to advise Note Holder or Agent concerning the Project.           " Independent Insurance Advisor " means Moore-McNeil, LLC or such other Person as shall be engaged (so long as there is no Potential Event of Default or Event of Default, with the prior written consent of Issuer, not to be unreasonably withheld or delayed) to advise Note Holder or Agent with respect to insurance matters hereunder or concerning the Project.

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          " Insurance/Condemnation Proceeds Sub Account " means each special account designated by that name or the name " Sub-Cuenta de Ingresos de Seguros/Indemnizaciones en Dólares " or " Sub-Cuenta de Ingresos de Seguros/Indemnizaciones en Quetzales " and established pursuant to the terms of the Administrative Trust Agreement.           " Insurance Program " means the insurance program set forth on Schedule 6.4B .           " Investment Company Act " means the Investment Company Act of 1940, as amended from time to time, and any successor statute.           " IRC " means the Internal Revenue Code of 1986, as in effect from time to time.           " Issuer " has the meaning set forth in the preamble hereto.           " Kyoto Protocol " or " Protocol " means the protocol to the UNFCCC adopted at the Third Conference of the Parties to the UNFCCC in Kyoto, Japan on December 11, 1997.           " Kyoto Protocol Rules " means the UNFCCC, Kyoto Protocol, any relevant decisions, guidelines, modalities and procedures made pursuant to them (including decisions of the Executive Board) and of successor international agreements and which include those rules specifically required to be met by Issuer.           " Labor Laws " means the Labor Code ( Codigo de Trabajo ) of Guatemala and all related laws, regulations, resolutions and rules ( leyes, reglamentos y resoluciones conexas ) regarding labor or social security matters.           " Law " means any applicable common law and any constitutional provision, statute or other law, rule, regulation, code, order or ordinance or interpretation of any of the foregoing by any Governmental Authority, including, without limitation, any Environmental Law or Labor Law.           " Letter of Credit " means an irrevocable direct pay letter of credit issued to and in favor of the Security Trustee by an Acceptable Financial Institution, for the benefit of Note Holder, and on terms satisfactory in substance and form to Note Holder and otherwise meeting the following requirements:           (a) the Letter of Credit shall be denominated in Dollars;           (b) the Letter of Credit shall be an irrevocable, direct pay letter of credit addressed to the Security Trustee, acting for the benefit of Note Holder;           (c) amounts available under the Letter of Credit may be drawn at any time, from time to time, in whole or in part, from the issue date thereof until the expiration thereof at a branch or office of the issuing bank located in New York, New York or such other city in the United States or such other country as shall be acceptable to Note Holder;           (d) the Letter of Credit may be drawn upon on the basis of the drawing terms referred to in Section 6.15 or 6.16 , as applicable;

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          (e) the obligations of the Acceptable Financial Institution issuing the Letter of Credit shall be absolute and unconditional irrespective of any circumstance; and           (f) the Letter of Credit shall be governed by and construed in accordance with International Standby Practices ISP98 (also known as ICC Publication 590), as amended, modified or supplemented and in effect from time to time and, to the extent not inconsistent therewith, the laws of the State of New York, without regard to the conflicts of law rules thereof (other than Sections 5-1401 and 5-1402 of the General Obligations Law of the State of New York).           " Lien " means any lien, mortgage, pledge, security interest, charge, hypothecation, limitation, attachment, assignment in trust or by way of security, or encumbrance of any kind (including, without limitation, any conditional sale or other title retention agreement, any lease in the nature thereof, any promise to sell, lease or otherwise grant any right, and any agreement granting any security interest).           " Long-term Debt " means Indebtedness for borrowed money (excluding any Permitted Subordinated Indebtedness) that falls due or with respect to which final payment is due more than one year after the incurrence thereof.           " Long-term Debt to Equity Ratio " means, at any time, the ratio of (i) Long-term Debt to (ii) (x) the aggregate of the paid up equity share capital of Issuer and the amount, if any, of retained earnings of Issuer (including any credit balance on profit and loss account), but after deducting from such aggregate the amounts, if any, declared as dividends or set aside for deferred taxation and any debit balance on the profit and loss account or any impairment of the issued equity share capital of Issuer, in each case at such time plus (y) any Permitted Subordinated Indebtedness relating to the Shareholder Loans to the extent such loans are subject to the Subordination Agreement.           " Material Adverse Effect " means the effect of any event, circumstance or condition which, alone or when taken together with other events or conditions occurring or existing concurrently therewith, has, or could reasonably be expected to have, a material adverse effect on (a) the business, condition (financial or otherwise) assets, operations, properties, prospects or capitalization of Issuer (b) the Project, (c) the validity or enforceability of this Agreement, the Note or any other Financing Document or on the ability of Issuer or a Transaction Party to perform its obligations thereunder, or (d) any of the Collateral or the attachment, perfection or priority of the Lien on the Collateral.           " Maturity Date " means the earlier of June 15, 2016 and the date on which Issuer has irrevocably repaid in full to Note Holder all Obligations.           " MEM " means Ministerio de Energía y Minas of Guatemala , a Guatemala Governmental Authority.           " Moody’s " means Moody’s Investors Services, Inc. or any successor entity.           " Multiemployer Plan " means a "multiemployer plan" as defined in Section 4001(a)(3) of ERISA.

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          " Note Holder Payment Instructions " has the meaning set forth in Section 3.6 .           " Note Holder " has the meaning set forth in the preamble hereof and includes any other holder of a Note.           " Note(s) " has the meaning set forth in Section 2.1A .           " Obligations " means all obligations and liabilities of every nature of Issuer or any other Transaction Party now or hereafter existing under or arising out of or in connection with this Agreement and the other Financing Documents, including, without limitation, any Note, and all extensions or renewals thereof, whether for principal, interest (including, without limitation, interest that would accrue on such obligations), fees (including Prepayment Fees), costs, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Note Holder or any Agent as a preference, fraudulent transfer or otherwise.           " OFAC " means the Office of Foreign Assets Control of the United States Department of the Treasury.           " Officer’s Certificate " means, with respect to a Transaction Party, a certificate in form and substance satisfactory to Note Holder executed on behalf of such Transaction Party by its Authorized Officer.           " Operating Budget " means, (i) for the period from January 1, 2009 through December 31, 2009, the operating budget for such period approved by Note Holder pursuant to Section 4.4(iii) , and (ii) for any subsequent Fiscal Year, the operating budget for such Fiscal Year approved by Note Holder pursuant to Section 6.1(vi) ; provided that if an Operating Budget for a particular Fiscal Year has not been approved by Note Holder prior to the beginning of such Fiscal Year, then the Operating Budget last approved by Note Holder shall be deemed to be the Operating Budget for such Fiscal Year until a new Operating Budget is approved by Note Holder.           " Organizational Documents " means (i) in the case of any corporation or company, the articles or certificate of incorporation and bylaws ( escritura constitutiva ) of such corporation or company, (ii) in the case of any partnership, the partnership agreement of such partnership ( escritura constitutiva ) and, if applicable, the certificate of formation, (iii) in the case of a limited liability company, the operating agreement or limited liability company agreement ( escritura constitutiva ) and the certificate or articles of formation, or (iv) in the case of any such Person described above in this definition, or any other form of entity, any similar constitutive documents of such Person.           " Ormat Technologies " means Ormat Technologies, Inc., a Delaware corporation.           " OrPower 2 " means OrPower 2 Inc., a Cayman Islands company.

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          " OrPower 9 " means OrPower 9, Inc., a Cayman Islands company.           " Other Taxes " means any and all current or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies and all liabilities with respect thereto (including by reason of any delay in payment thereof) arising from any payment made under any Financing Document or from the execution, delivery, registration or enforcement of, or otherwise with respect to, any Financing Document.           " Parent " means Ormat International, Inc., a Delaware corporation.           " Parent Undertaking Agreement " means the Parent Undertaking Agreement, dated on or prior to the Closing Date, between Parent and Note Holder in form and substance satisfactory to Note Holder.           " Pension Plan " means any pension, retirement, labor or social security benefit, contributions, right or plan provided by Issuer to its employees either pursuant to labor or social security Laws ( Plan de Invalidez, Vejez y Sobrevivencia del Seguro Social ) or on a voluntary basis as agreed with its employees.           " Permitted Contest Procedures " shall mean a contest by any Person, pursued in good faith, challenging the enforceability, validity, interpretation, amount or application of any requirement of Law (including, without limitation, Environmental Law and Labor Law), Authorization, Tax, assessment, fee, governmental charge or levy or any Lien or other claim (including, without limitation Environmental Claims), payment or matter (legal, contractual or other) by appropriate proceedings if (a) the Person contesting such claim diligently pursues such contest, (b) the Person contesting such claim sets aside adequate cash reserves with respect to the contested claim to the extent required by the Accounting Principles, (c) during the period of such contest the enforcement of any contested claim or requirement of Law or any Lien on any asset of Issuer (or any equity in Issuer pledged as Collateral) imposed in connection therewith is effectively stayed, (d) such contest does not involve (i) any risk or danger of the loss or impairment of any Lien or Collateral granted under any of the Financing Documents and (ii) any risk or danger of any criminal or civil liability being incurred by Note Holder or any Agent (whether or not material), and (e) immediately after the resolution of any such contest, such contested claim, together with any interest or penalties thereon, shall be paid in full.           " Permitted Indebtedness " means (a) Indebtedness incurred pursuant to this Agreement and the other Financing Documents, (b) Indebtedness in respect of an Expansion Financing incurred pursuant to and in accordance with the Expansion Requirements set forth in Section 9.24 , (c) Indebtedness secured by a Lien of the type set forth in subsection (g) of the definition of "Permitted Lien", (d) Permitted Subordinated Indebtedness, (e) obligations with respect to trade payables incurred in the ordinary course of business not exceeding in the aggregate $500,000 at any one time outstanding and with payment terms of not longer than 90 days, (f) Indebtedness relating to up to $1,000,000 in import tax bonds for the import of a certain drilling rig and (g) other unsecured indebtedness in an amount not to exceed at any time an aggregate of $2,000,000.

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          " Permitted Investments " means (a) marketable, direct obligations of the United States of America (including obligations issued or held in book-entry form on the books of the Department of the Treasury of the United States of America) or obligations the timely payment of the principal of and interest on which are fully guaranteed by the United States of America in each case maturing within thirty days from the date of the acquisition thereof; (b) interest-bearing demand or time deposits (including certificates of deposit) which are either (1) insured by the Federal Deposit Insurance Corporation, or (2) held in banks and savings and loan associations, whose general obligations are rated at least "AA" or equivalent by S&P or Moody’s, or if not so rated secured at all times, in the manner and to the extent provided by law, by collateral security described in clause (a) of this definition of a market value of no less than the amount of moneys so invested; (c) commercial paper rated (on the date of acquisition thereof) at least A-1 or P-1 or equivalent by S&P or Moody’s, respectively maturing not more than thirty days from the date of acquisition thereof; or (d) any advances, loans or extensions of credit or any stock, bonds, notes, debentures or other securities as the Note Holder may from time to time approve in their sole and absolute discretion.           " Permitted Lien " means any of the following types of Liens (other than any such Lien relating to or imposed in connection with any Environmental Claim, and any such Lien expressly prohibited by any applicable terms of any of the Financing Documents): (a) Liens created pursuant to any Financing Document; (b) Liens for taxes, assessments or governmental charges or claims the payment of which is not, at the time, required by Section 6.3 or which are being contested in accordance with Permitted Contest Procedures; (c) Liens, pledges or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security, or to secure the performance of statutory obligations, surety and appeal bonds, bids, leases, government contracts, trade contracts, performance and return of money bonds, and other similar obligations (exclusive of obligations for the payment of borrowed money), so long as no foreclosure, sale or similar proceedings have been commenced with respect to any portion of the Collateral on account thereof; (d) judgment Liens that do not constitute an Event of Default, and that are being contested in accordance with Permitted Contest Procedures; (e) statutory Liens of landlords, statutory Liens of banks and rights of set-off, mechanics’ and materialmen’s liens, and other Liens imposed by applicable Law, in each case arising in the ordinary course of business or incident to the operation of the Project in respect of sums not yet delinquent or sums which are being contested in accordance with Permitted Contest Procedures; (f) servitudes, easements or rights of way currently existing as on the date of this Agreement, or minor defects or irregularities in title or other matters affecting the real property of Issuer which do not constitute Liens securing any monetary obligations or do not materially detract from the value or marketability of such property; (g) Liens upon equipment in use at the Project incurred to secure purchase or lease obligations with respect thereto in an aggregate amount not to exceed $400,000 at any time; provided that such Liens attach and are recourse solely to the equipment subject to such lease or purchase money arrangement; (h) Liens on the Collateral, granted with the consent of Note Holder (which may be conditioned on the entering into of an intercreditor agreement and amendments to relevant Security Documents, in each case satisfactory to Note Holder, with the recipient of such Liens) that are junior or pari passu to the Liens created by the Security Documents and that secure solely the obligations of Issuer in respect of the financing of an Expansion as permitted pursuant to Section 9.24 , and (i) Liens listed on Schedule 1.1(a) .

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          " Permitted Subordinated Indebtedness " means the Shareholder Loans, which shall be fully subordinated in right and time of payment and enforcement to the Obligations, pursuant to the Subordination Agreement.           " Person " means and includes natural persons, corporations, limited partnerships, general partnerships, joint stock companies, joint ventures, associations, companies, limited liability companies, investment funds or accounts, trusts, banks, trust companies, land trusts, business trusts or other organizations, whether or not legal entities, and governments and agencies and political subdivisions thereof.           " Potential Event of Default " means a condition or event which, after notice or lapse of time or both, would constitute an Event of Default.           " Prepayment Fee " has the meaning set forth in Section 3.3D .           " PRI Security Agreement " means the PRI Security Agreement, dated on or prior to the Closing Date, between Parent and Note Holder in form and substance satisfactory to Note Holder.           " Proceedings " has the meaning set forth in Section 6.1(xi) .           " Project " means the Amatitlán Geothermal Project located in the municipal province of San Vicente Pacaya, in the department of Amatitlán, Republic of Guatemala and currently comprised of a geothermal power plant with an approximate capacity of up to 20.5 megawatts, rights to geothermal production and reinjection wells, a gathering system to deliver the geothermal fluids from the production well to the generating units and back to the reinjection well, the Facilities, rights of way, easements and various auxiliary systems and buildings; and any Expansion undertaken pursuant to Section 9.24 .           " Project Authorizations " means the Authorizations set forth in Schedule 5.11A (pursuant to Section 5.11A ) and any Authorization required to be delivered pursuant to Section 6.9B .           " Project Design Document" means the document that describes part or the entire Project as a project activity to be submitted for validation and registration in accordance with the Kyoto Protocol Rules.           " Project Documents " means (i) the Power Purchase Agreement ( Contrato de Compraventa de Electricidad ) dated April 25, 2003 between INDE and Issuer contained in public deed number 16 authorized in Guatemala City by notary public Alejandro José Cofiño Rodríguez, as supplemented by that certain side letter sent by Issuer to INDE, dated as of October 29, 2007, (ii) the Contract for the Sale of Electricity dated January 2, 2007 between Issuer and Comercializadora Comertitlan Sociedad Anónima contained in a private document, (iii) the Usufruct Agreement, (iv) the Payment Administration Trust Agreement ( Contrato de Constitución de Fideicomiso de Administración de Pago ) dated September 23, 2004 between INDE, Issuer and Banco de Occidente, Sociedad Anónima (now Banco Industrial, Sociedad Anónima) contained in public deed number 34 authorized in Guatemala City by notary public

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Elena del Rosario Paniagua Samayoa, (v) the Authorization Agreement ( Contrato de Transferencia de Autorización Definitiva para la Utilización de Bienes de Dominio Público ) dated August 5, 2003 between the MEM and Issuer contained in public deed number 39 authorized in Guatemala City by notary public Alejandro José Cofiño Rodríguez, (vi) the Capacity and Associated Energy Service Purchase and Sale Agreement (Contrato para la Compra Venta de Servicio de Potencia con Energía Asociada) dated January 6, 2007 between Issuer and Comercializadora Comertitlán Sociedad Anónima contained in a private document, (vii) the CER Purchase Agreement and Emissions Reduction Purchase Agreement dated March 30, 2007 and September 8, 2008 between Issuer and EcoSecurities, Inc., (viii) all agreements regarding real estate titles, rights of way and easements of Issuer in relation to the Project; each of which as may be amended, supplemented or modified from time to time in accordance with its terms and the terms of the Financing Documents, and (ix) any agreement (but not Authorization) required to be delivered pursuant to Section 6.9B ; provided that neither the CER Purchase Agreement and Emissions Reduction Purchase Agreement identified as item (vii) above, nor any future agreement relating to the sale of CERs, shall be treated as a Project Document for purposes of Sections 6.9A, 7.6(i), 8.1K and 8.1L.           " Prudent Utility Practices " means those practices, methods, equipment, specifications and standards of safety and performance, as the same may change from time to time, as are commonly used by geothermal electric generation stations in Guatemala of a type and size similar to the Project as good, safe and prudent engineering practices in connection with the design, construction, operation, maintenance, repair and use of electrical and other equipment, facilities and improvements of such electrical station, with commensurate standards of safety, performance, dependability, efficiency and economy.           " PUHCA " means the Public Utility Holding Company Act of 2005, including the implementing regulations of FERC.           " Purchase Notice " has the meaning set forth in Section 2.2A .           " Quarterly Payment Dates " means March 15, June 15, September 15 and December 15 of each year, commencing on the first such date to occur after the Closing Date; provided that if any such date is not a Business Day, the Quarterly Payment Date shall be the next succeeding Business Day.           " Quetzal " means the lawful money of the Republic of Guatemala.           " Release " means any release, spill, emission, leaking, pumping, pouring, injection, escaping, deposit, disposal, discharge, dispersal, dumping, leaching or migration of Hazardous Materials into the indoor or outdoor environment (including, without limitation, the abandonment or disposal of any barrels, containers or other closed receptacles containing any Hazardous Materials), or into or out of any Facility, including the movement of any Hazardous Material through the air, soil, surface water, groundwater or property.           " Restoration " shall mean, in the case of any Casualty Event, the restoration, repair, replacement or rebuilding of the Project or relevant part thereof, including, without limitation, designing, engineering, constructing and completing such repair or restoration, or the

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applicable portion thereof subject to the Casualty Event, as nearly as practicable to its value, condition and character immediately prior to such Casualty Event, with such alterations and additions as may be made pursuant to and subject to the applicable provisions of this Agreement and the other Financing Documents, together with any temporary repairs and property protection measures taken pending completion of the work.           " Restricted Junior Payments " means (i) any dividend or other distribution, direct or indirect, on account of any Security of Issuer now or hereafter outstanding, (ii) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any Security of Issuer now or hereafter outstanding, (iii) any payment in respect of Permitted Subordinated Indebtedness, and (iv) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire any Security of Issuer now or hereafter outstanding.           " Revenue Code " means the Código Tributario and Ley del Impuesto Sobre la Renta of Guatemala, as amended, supplemented or modified from time to time.           " S&P " means Standard & Poor’s Ratings Group or any successor entity.           " SEC " means the Securities Exchange Commission of the United States of America.           " Securities Act " means the Securities Act of 1933, as amended.           " Security " or " Securities " means any stocks, shares, voting trust certificates, bonds, debentures, notes or other evidences of indebtedness, secured or unsecured, convertible, subordinated or otherwise, or in general any instruments commonly known as "securities" or any certificates of interest, shares or participations in temporary or interim certificates for the purchase or acquisition of, or any right to subscribe to, purchase or acquire, any of the foregoing.           " Security Documents " means the Security Trust Agreement, the Administrative Trust Agreement, the PRI Security Agreement, the Subordinated Debt Security Agreement and any Additional Financing Documents which purport to grant a Lien to Note Holder or any Agent on their behalf on any assets or property, or rights title or interest, of any Transaction Party to secure payment or performance of the Obligations.           " Security Trust Agreement " means the Contrato de Fideicomiso Irrevocable de Garantía , dated on or prior to the Closing Date, to be documented through a public deed among, Issuer, Note Holder, OrPower 2, OrPower 9 and the Security Trustee, in form and substance satisfactory to Note Holder, and by which Issuer, OrPower 2 and OrPower 9 will subject the Facilities, Economic Unit, real estate, assets, Project Documents, including usufruct and contractual rights from the Project Documents, Authorizations, equity participations in Issuer, interests, rights of way and easements, insurance policies and all other related property and assets of the Project and Issuer (whether present or future) to the security trust constituted therein for purposes of creating a first priority and perfected security interest in favor and for the benefit of Note Holder or Agent as it may be amended, supplemented or modified from time to time.

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          " Security Trustee " means Financier Industrial, Sociedad Anónima or its successor in its capacity as trustee under the Administrative Trust Agreement and the Security Trust Agreement.           " Shareholder Loan Agreement " means the Shareholder Loan Agreement, dated on or prior to the Closing Date, between OrPower 9 and Issuer.           " Shareholder Loans " means the loans evidenced by that certain Shareholder Loan Agreement.           " Solvent " means, with respect to any Person, that as of the date of determination, both (A) the then fair saleable value of the property of such Person is (x) greater than the total amount of liabilities (including Contingent Obligations) of such Person and (y) greater than the amount that will be required to pay the probable liabilities of such Person’s then existing Indebtedness as they become absolute and matured considering all financing alternatives and potential asset sales reasonably available to such Person, and (B) such Person is solvent within the meaning given that term and similar terms under applicable Laws relating to fraudulent transfers.           " Subordinated Debt Security Agreement " means the Subordinated Debt Security Agreement, dated on or prior to the Closing Date, between OrPower 9 and Note Holder in form and substance satisfactory to Note Holder.           " Subordination Agreement " means the Subordination Agreement, dated on or prior to the Closing Date, between Issuer, OrPower 9 and Note Holder in form and substance satisfactory to Note Holder.           " Subsidiary " or " Subsidiaries " means as applied to any Person, (i) any corporation, association, joint venture or other business entity of which more than 50% of the total voting power of shares of stock or other ownership interests entitled (without regard to the occurrence of any contingency) to vote in the election of the Person or Persons (whether directors, managers, trustees or other Persons performing similar functions) having the power to direct or cause the direction of the management and policies thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof and (ii) any partnership or limited liability company of which (x) more than 50% of the economic interests are at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (y) which such Person or one or more of the other Subsidiaries of that Person or a combination thereof controls (including any Person in which such Person or one or more other Subsidiaries of that Person or a combination thereof own or control more than 50% of the general partner or managing member) interests, but excluding any community trust or welfare fund established or managed by or on behalf of Issuer.           " Tax " or " Taxes " means any present or future tax, levy, impost, duty, charge, fee, deduction or withholding of any nature and whatever called, by any Governmental Authority and wherever imposed, levied, collected, withheld or assessed.

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          " Total Casualty/Condemnation Event " means the occurrence of any Casualty Event or Condemnation Event affecting all or substantially all of the Project, any Facility or the assets and properties of Issuer or that could be reasonably expected to prevent Issuer from complying with its Obligations.           " Transaction Parties " means, as of the date hereof, Issuer, Parent, Ormat Technologies (but only until the termination of the Guaranty in accordance with its terms unless such party subsequently enters into a Financing Document), OrPower 2, OrPower 9, and any party (other than Note Holder, any Transferee and Agent) to a Subordination Agreement, and, thereafter, such Persons and any other Person (other than Note Holder, any Transferee and the Agent) that enters into an Additional Financing Document; each such Person is referred to herein individually as a " Transaction Party ".           " Transferee " means any Person that is a transferee or assignee of, or that has been granted a participation in, a Note, and any successor to such Person’s or any other Note Holder’s interest in a Note.           " UNFCCC " means the United Nations Framework Convention on Climate Change adopted in New York on May 9, 1992.           " Updated Forecast " has the meaning set forth in Section 6.1(vi) .           " Upfront Fee " has the meaning set forth in Section 3.2A .           " Usufruct Agreement " means the Usufruct Agreement ( Contrato de Usufructo Oneroso de los Activos y de los Bienes Raíces del Campo Geotérmico Amatitlán ) dated April 25, 2003 between INDE and Issuer contained in public deed number 17 authorized in Guatemala City by notary public Alejandro José Cofiño Rodríguez.           " Wellfield Maintenance Reserve Account " means each special account designated by that name or the name " Cuenta de Reserva para Mantenimiento del Campo Geotérmico en Dólares " or " Cuenta de Reserva para Mantenimiento del Campo Geotérmico en Quetzales " and established pursuant to the terms of the Administrative Trust Agreement.           " Wellfield Maintenance Reserve Requirement " means, in respect of any Fiscal Year, the total amount of costs and expenses for the maintenance of the wellfield in relation to the Project, that is set forth in Exhibit III with respect to such Fiscal Year.       1.2 Accounting Terms           For purposes of this Agreement, all accounting terms not otherwise defined herein shall have the meanings assigned to them in conformity with the Accounting Principles.       1.3 Other Definitional Provisions           References to "Sections" shall be to Sections of this Agreement unless otherwise specifically provided. Each reference to an agreement or Note shall mean and include all amendments, supplements and modification thereto as (i) are duly entered into in accordance

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with the terms thereof by the parties thereto and (ii) do not violate the terms hereof or constitute a default hereunder. No reference in this Section 1 to any agreement or instrument as amended, supplemented or modified from time to time shall be deemed to constitute a consent by Note Holder to any such amendment, supplement or modification or to be in limitation or derogation of the restrictions set forth in Section 7.6 hereof. Each reference to a Law shall mean and include such Law as amended or supplemented from time to time and any supplements or replacement provisions of Law. All terms defined herein have the meanings assigned to them herein for all purposes, and such meanings are equally applicable to both the singular and plural forms of the terms defined unless the context requires otherwise. "Include," "includes" and "including" shall be deemed to be followed by "without limitation" whether or not they are in fact followed by such words or words of like import. References to a Person or Note Holder are, unless the context otherwise requires, also to its successors and permitted assigns. SECTION 2. NOTE AUTHORIZATION; CLOSING; AND DELIVERY       2.1 Closing           A.  Authorization of Note . Issuer has authorized the issuance, in accordance with and subject to the terms and conditions of this Agreement, to Note Holder of a secured single draw promissory note on, and dated, the Closing Date, in the aggregate principal amount of $42,000,000 in the form of Exhibit I (herein called the " Note ", and together with any note or notes issued in substitution or replacement thereof or upon any assignment or transfer thereof, the " Notes "), against delivery by Note Holder to Issuer of immediately available funds in the principal amount of the Note (less the amounts specified in Section 2.2B ) by wire transfer to such account of Issuer as so designated in writing by Issuer.           B.  Closing . The sale and purchase of the Note contemplated hereby shall be held on the Closing Date at 10:00 a.m., New York, N.Y. time, at the offices of Paul, Hastings, Janofsky and Walker LLP in New York, N.Y. or at such other time and place as Issuer and Note Holder may agree upon. Such closing is hereinafter referred to as the " Closing ."           C.  Delivery . Subject to the terms of this Agreement, at the Closing, Issuer will, unless otherwise requested by Note Holder, deliver to Note Holder the Note being issued to Note Holder hereunder.       2.2 Note Purchase           A.  Purchase Notice . At least five (5) Business Days prior to the Closing Date, Issuer shall deliver to Note Holder written notice that Issuer desires to sell to Note Holder the Note (a " Purchase Notice "). The Purchase Notice shall specify the principal amount of the Note to be purchased, which shall not exceed $42,000,000, the requested Closing Date, and shall certify that those conditions precedent set forth in Section 4 which are under the control of Issuer will be satisfied as of the Closing Date.           B.  Note Purchase . If, on the Closing Date, all conditions precedent contained in this Agreement have been satisfied (including all conditions set forth in Section 4 as applicable), as determined by Note Holder in its sole and absolute discretion, Note Holder shall purchase the Note by payment of the principal amount thereof to Issuer (as provided in Section

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2.1A ) in Dollars less (1) any amounts then due and payable to Note Holder pursuant to the Financing Documents for which payment has not already been made (which amounts will be applied, on behalf of Issuer, directly by Note Holder (and as to which Issuer hereby irrevocably and unconditionally authorizes and instructs Note Holder to apply) to payment of such amounts), including but not limited to payment of the Upfront Fee and all costs and expenses of Note Holder and any Transferee then due and payable, and (2) the amount required to fund the Debt Service Reserve Account up to the Debt Service Reserve Requirement (to the extent not funded with a Letter of Credit), which amount shall be deposited by Note Holder, on behalf of Issuer, into the Debt Service Reserve Account.       2.3 Use of Proceeds           The proceeds of the Note purchase remaining after the application of funds contemplated by Section 2.2B above shall be used solely to fund or reimburse Issuer or Parent (directly or through any Subsidiary) for costs incurred to develop and construct the Project and pay fees, costs and expenses of Issuer relating to the transactions contemplated by this Agreement, including without limitation, the costs, fees and expenses of Note Holder or any Transferee relating to its participation or syndication of the Note. SECTION 3. THE NOTES — MATURITY; INTEREST AND FEES; PRINCIPAL PAYMENTS       3.1 Maturity           Each Note shall mature on the Maturity Date, and on such date, or on any accelerated maturity as herein provided, the full amount of principal under each Note then outstanding, all accrued and unpaid interest thereon and, if applicable, all Prepayment Fees thereon shall be due and payable.       3.2 Fees and Interest           A.  Fees .           On the Closing Date, Issuer shall pay to Note Holder a non-refundable upfront fee equal to 1.25% of the aggregate principal amount of the Note (the " Upfront Fee "), which shall be paid from (or netted against) the purchase proceeds of the Note.           B.  Interest on Note .                (i)  Interest . Subject to Section 3.2B(ii) , the unpaid principal amount of the Note shall bear interest at a rate of nine and eighty-three hundredths percent (9.83%) per annum (the " Base Interest Rate ") payable in arrears on each Quarterly Payment Date for interest amounts accrued to (but excluding) such date, provided that, notwithstanding anything to the contrary in any Financing Document, in the event that the Closing does not occur on May 19, 2009 and notwithstanding that the Note is not purchased on such date (other than due to a breach of this Agreement by Note Holder), then, Issuer agrees that interest will be payable by it at the Base Interest Rate on the aggregate amount of $42,000,000 from and including the date of May 19, 2009.

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               (ii)  Default Interest Rate . Any Obligations hereunder, including principal repayment or prepayment, interest, fees (including the Prepayment Fee, if applicable) and costs and expenses, not paid when due shall bear interest at the Default Interest Rate until paid in full. Without limiting the generality of the foregoing, upon the occurrence and during the continuance of an Event of Default hereunder, the unpaid principal amount of the Note and any accrued and unpaid interest thereon, shall bear interest at the Default Interest Rate until paid in full.                (iii)  Computation of Interest . Interest on the Notes accrued pursuant to Sections 3.2B(i) , and 3.2B(ii) shall be computed on the basis of a year consisting of three hundred sixty (360) days and the actual number of days elapsed in the period during which it accrues.                (iv)  Maximum Amount of Interest . Anything to the contrary herein or in any Financing Document notwithstanding, interest payable hereunder shall not exceed the Highest Lawful Rate.       3.3 Scheduled Principal Repayments and Prepayments           A.  Scheduled Principal Repayments . Subject to Section 3.1 , Issuer shall pay to Note Holder the amount set forth below of the principal amount of the Notes, in equal quarterly installments on each Quarterly Payment Date, commencing September 15, 2009, and, in the case of the last installment payment, on the Maturity Date (provided, that if the Maturity Date is not a Business Day, then the last installment payment shall be paid on the Business Day next succeeding the Maturity Date).

          B.  Special Event Prepayment of Principal .                (i) Upon the occurrence of any Total Casualty/Condemnation Event, Issuer shall, within sixty (60) days of such Total Casualty/Condemnation Event prepay in full the total outstanding principal amount of the Notes, plus all accrued interest thereon, plus all other Obligations owing under the Financing Documents, plus 50% of the Prepayment Fee that would otherwise apply to a voluntary prepayment made on such prepayment date.                (ii) Upon the occurrence of any change in Law which results in any increase in the amount of any withholding tax payable in respect of payments under a Note, Issuer may, upon not less than thirty (30) Business Days prior notice to Note Holder, prepay in full the total principal amount of the Note outstanding, in whole but not in part, provided, however that Issuer may not prepay the Note pursuant to this Section 3.3B(ii) if: (a) Note Holder has waived any right to receive an indemnity payment in respect of such increase in withholding tax, or (b) Note Holder undertakes a transfer of the Note to an entity located in a jurisdiction where such increase in withholding tax does not apply, provided , however , that nothing herein shall require Note Holder to make any such transfer. Any such prepayment under this Section 3.3B(ii) shall be in an amount equal to the total outstanding principal amount of the Note, plus all accrued interest thereon, plus all other Obligations owing to Note Holder holding such Note, plus 50% of the Prepayment Fee that would otherwise apply to a voluntary prepayment made on such prepayment date.

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               (iii) If (a) Issuer has satisfied the Expansion Requirements, (b) Note Holder has declined to provide the Expansion Financing pursuant its right set forth in Section 9.24D , and (c) Note Holder has declined Issuer’s request to create a Permitted Lien of the type and meeting the requirements contemplated by clause (h) of the definition of Permitted Lien in order to procure such Expansion Financing with a third party lender or provider of debt funding, then Issuer may upon not less than thirty (30) Business Days prior notice to Note Holder, prepay in full the outstanding principal amount of the Note of Note Holder, in whole but not in part, plus all accrued interest thereon, plus all other Obligations owing to Note Holder, but without the payment of Prepayment Fees that would otherwise apply to a voluntary prepayment made on such prepayment date.                (iv) Upon the occurrence of any Casualty Event or Condemnation Event (other than a Casualty Event or Condemnation Event, which when combined with the loses, damages, casualties and destructions of all preceding Casualty Events and Condemnation Events, does not exceed $10,000,000 in the aggregate during the term of this Agreement), Issuer shall (if requested by Note Holder) prepay, promptly upon receipt of insurance or condemnation proceeds, the outstanding principal amount of the Note of Note Holder, plus all accrued interest thereon and breakage costs, in an amount equal to 100% of such proceeds received by Issuer in respect of such Casualty Event or Condemnation Event, plus 50% of the Prepayment Fee that would otherwise apply to a voluntary prepayment made on such prepayment date. This Section 3.3B(iv) shall not apply in respect of any insurance proceeds from business interruption insurance or third party liability insurance.           C. Optional Prepayments of Principal . Issuer may, at any time, prepay in full the total outstanding principal amount of the Notes, in whole but not in part; provided , however , that (a) Issuer shall give Note Holder not less than thirty (30) Business Days’ irrevocable prior written notice, specifying the date of prepayment, and (b) any such prepayment shall include all accrued and unpaid interest on the principal amount, if any, together with the Prepayment Fee determined as set forth in Section 3.3D , and the payment in full of all other Obligations owing under the Financing Documents.           D. Prepayment Fee                (i) Any prepayment of Notes pursuant to Section 3.3C , and any payment on the Notes required in connection with an acceleration thereof pursuant to Section 8 , shall be made together with a prepayment fee that shall equal the mathematical product of (x) the percentage set forth below opposite the date below of such prepayment multiplied by (y) the amount of such prepayment (the " Prepayment Fee ").

               (ii) Note Holder and Issuer agree that any Prepayment Fee payable pursuant to this Section 3.3D is a liquidated amount agreed upon to provide yield maintenance protection, is a reasonable estimate of Note Holder’s loss in connection with the applicable prepayment and does not constitute a penalty.           E. General Provisions Relating to Prepayments .           Subject to Section 3.4 , all prepayments of the Note pursuant to Section 3.3B , Section 3.3C , or due as a result of an acceleration under Section 8 , shall be applied to reduce the scheduled installments of principal of the Note set forth in Section 3.3A in inverse order of maturity.       3.4 Application of Mandatory Payments           Any prepayments in accordance with Sections 3.3B and 3.3C , any prepayment due as a result of an acceleration under Section 8 and any principal payments in accordance with Sections 3.1 or 3.3A shall be applied in the following order of priority: (i) first , to any costs and expenses of Note Holder and Agent incurred in connection with the transactions contemplated under this Agreement and the other Financing Documents; (ii) second , to any outstanding interest then due and payable at the Default Interest Rate pursuant to this Agreement to the full extent thereof; (iii) third , to any outstanding interest then due and payable at the Base Interest Rate pursuant to this Agreement to the full extent thereof; (iv) fourth , to the Prepayment Fee, if any, due pursuant to this Agreement to the full extent thereof; (v) fifth , to the payment of any other Obligations (other than as provided in the immediately forgoing clauses and in respect of principal); and (vi) sixth , to principal outstanding under the Note to the full extent thereof.       3.5 Net Payments; Taxes           A. Any and all payments by or on account of any Obligation hereunder or under any other Financing Document shall be made without setoff, counterclaim or other defense and shall be made free and clear of and without deduction of or withholding for any Indemnified Taxes (including, without limitation, Other Taxes). If for any reason Issuer shall be required by any Governmental Authority to deduct or withhold any Indemnified Taxes (including, without limitation, Other Taxes) from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.5 ) Note Holder, Agent or Transferee receives an amount equal to the sum it would have received had no such deductions been made, (ii) Issuer shall make such deductions or withholdings and (iii) Issuer shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable Law.

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          B. In addition, Issuer shall pay any Indemnified Taxes (including, without limitation, Other Taxes) to the relevant Governmental Authority in accordance with applicable Law, and, if the liability for any Indemnified Taxes (including, without limitation, Other Taxes) is imposed on Note Holder, Issuer shall pay such Tax to the relevant Governmental Authority on behalf of and in the name of Note Holder.           C. Issuer shall indemnify Note Holder, Agent or Transferee, within ten (10) days after written demand therefor, for the full amount of any Indemnified Taxes (including, without limitation, Other Taxes) paid or payable by Note Holder, Agent or Transferee on or with respect to any payment by or on account of any Obligation hereunder or under any other Financing Document (including Indemnified Taxes (including, without limitation, Other Taxes) imposed or asserted on or attributable to amounts payable under this Section 3.5 ) and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes (including, without limitation, Other Taxes) were correctly or legally imposed or asserted by the relevant Governmental Authority. To the extent practical, Note Holder shall provide notice to Issuer of its intent to make any such payment at least ten (10) days prior to making any such payment. A certificate as to the amount of such payment or liability delivered to Issuer by Note Holder shall be conclusive and binding absent manifest error.           D. As soon as practicable after any payment of Indemnified Taxes (including, without limitation, Other Taxes) by Issuer to a Governmental Authority, Issuer shall deliver to Note Holder the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to Note Holder. In the event any amounts in respect of which Issuer makes a payment under this Section 3.5 are refunded to Note Holder (or Transferee, as applicable), Note Holder shall refund such amounts to Issuer, less any reasonable costs incurred by Note Holder (or Transferee, as applicable) to recover such amounts and in the administration thereof; provided that Issuer, upon the request of Note Holder (or Transferee, as applicable), agrees to repay the amount paid over to Issuer (plus any penalties, interest and other charges imposed by the relevant Governmental Authority) to Note Holder (or Transferee, as applicable) in the event Note Holder (or Transferee, as applicable) is required to repay such refund to such Governmental Authority. This Section 3.5D shall not be construed to require Note Holder (or Transferee, as applicable) to make available its Tax returns (or any other information relating to its Taxes which it deems confidential) to Issuer or any other person.           E. In the event any Indemnified Taxes would be due hereunder, Note Holder shall use reasonable efforts to fund or maintain the Note through another funding office of Note Holder (including, making a request to any participant in a Note to make reasonable efforts to be bound by the same terms), if (i) as a result thereof the circumstances which would cause the requirement to pay Indemnified Taxes cease to exist or would be materially reduced and (ii) as determined by Note Holder in its sole discretion, such action would not otherwise be disadvantageous to Note Holder in any respect (or in Transferee’s sole discretion, such action would not otherwise be disadvantageous to Transferee); provided that Note Holder will not be obligated to utilize such other funding office pursuant to this Section 3.5E unless Issuer agrees to pay all incremental expenses incurred by Note Holder and Transferee as a result of utilizing such other funding office as described above.

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      3.6 General Provisions Regarding Payment .           If more than one Note is outstanding, any payment on the Notes shall be applied to each Note in the proportion that its principal amount outstanding bears to the aggregate of the principal amounts outstanding of all the Notes.           All payments of principal and interest and other amounts due hereunder and under the Notes shall be in same day funds and delivered to Note Holder not later than 12:00 p.m. (noon) (New York time) on the date due (without setoff or counterclaim) in lawful money of the United States of America in immediately available funds through wire transfer to the account of Note Holder as set forth on Schedule 3.6 opposite the name of Note Holder or at such other place in the United States as shall be designated in writing by Note Holder to Issuer (such payment instructions the " Note Holder Payment Instructions "). At the time of payment, written confirmation of such payment shall be sent to Note Holder by telecopy at the number set forth in Note Holder Payment Instructions indicating the principal and interest paid and a wire transfer identification number. Funds received by Note Holder after that time shall be deemed to have been paid on the next succeeding Business Day. Whenever any payment to be made hereunder or under the Note shall be stated to be due on a day that is not a Business Day, the payment shall be made on the next succeeding Business Day, and such extension of time shall be included in the computation of the payment of interest and fees (if applicable) hereunder or under the Note.       3.7 Representations and Warranties of Note Holder .           Note Holder hereby represents and warrants to Issuer as of the date of this Agreement that:           A. Note Holder is an "accredited investor" within the meaning of Regulation D under the Securities Act. It is purchasing the Note for its own account or for one or more separate accounts maintained by it or for the account of one or more pension or trust funds and not with a view to the distribution thereof, provided that the disposition of its or their property shall at all times be within its or their control. Note Holder understands that the Note has not been registered under the Securities Act and may be resold only if registered pursuant to the provisions of the Securities Act or if an exemption from registration is available, except under circumstances where neither such registration nor such an exemption is required by law, and that the Issuer is not required to register the Note.           B. The source of funds to be used by Note Holder to pay the purchase price of the Note to be purchased by it hereunder does not include assets of any employee benefit plan, other than a plan exempt from the coverage of ERISA. SECTION 4. CONDITIONS TO CLOSING           The obligation of Note Holder to purchase any Note on the Closing Date is subject to the fulfillment to the satisfaction of Note Holder of each of the following conditions precedent:

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      4.1 Organizational Documents; Financing Documents and Other Agreements . On or before the Closing Date, Note Holder shall have received the following documents in form and substance satisfactory to Note Holder:           A. Agreement . An original Agreement duly executed and delivered by Issuer.           B. Note . An original Note duly executed and delivered by Issuer.           C. Security Trust Agreement . A certified and authenticated copy ( primer testimonio ) of the Security Trust Agreement duly executed and delivered by Issuer, the Security Trustee, OrPower 2, OrPower 9 and Note Holder.           D. Administrative Trust Agreement . A certified and authenticated copy ( primer testimonio ) of the Administrative Trust Agreement duly executed and delivered by Issuer, the Security Trustee and Note Holder.           E. Subordination Agreement . An original Subordination Agreement duly executed and delivered by Issuer and OrPower 9.           F. Parent Undertaking. An original Parent Undertaking Agreement duly executed and delivered by Parent.           G. PRI Security Agreement . An original PRI Security Agreement duly executed and delivered by Parent.           H. Subordinated Debt Security Agreement . An original Subordinated Debt Security Agreement duly executed and delivered by OrPower 9.           I. Other Financing Documents . Originals of each other Financing Document to be entered into on or prior to the Closing Date duly executed and delivered by each party thereto.           J. Organizational Documents . A copy of the Organizational Documents of each Transaction Party, certified (to the extent such a certification is available) as of a recent date by the appropriate Governmental Authority of the jurisdiction of organization of such Transaction Party.           K. Resolutions. A copy of the resolutions or written consent of the Board of Directors, members, manager or partners of each Transaction Party, as applicable, approving and authorizing the execution, delivery and performance of this Agreement and the other Financing Documents to which such Transaction Party is a party.           L. Incumbency Certificate . A list of the officers of each Transaction Party authorized to execute on behalf of such Transaction Party the Financing Documents to which such Transaction Party is a party and specimen signatures for each such officer.

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          M. Secretary’s Certificate . An Officer’s Certificate of each Transaction Party dated as of the Closing Date attaching each of the documents referred to in Section 4.1J through Section 4.1L required to be delivered for such Person and certifying that such documents are true, correct and complete copies and are in full force and effect without modification or amendment as of the Closing Date.           N. Good Standing Certificates . A good standing certificate (or equivalent thereto) for each Transaction Party from the appropriate Governmental Authority of the jurisdiction of organization of such Transaction Party, and each other jurisdiction in which such Transaction Party, is qualified to do business, each dated a recent date prior to the Closing Date.           O. Third Party Notices. Evidence, satisfactory to Note Holder, that all notices have been delivered to INDE and MEM to the extent required under the Project Documents.           P. Reports . A report from each of (a) the Independent Insurance Advisor, (b) the Independent Engineer, and (c) the Independent Geothermal Engineer, in respect of the Project, in each case in form and substance satisfactory to Note Holder.           Q. Transfer Annotation . A certified copy of the annotation at the Registro Mercantil of Guatemala regarding the submission of the equity participations in Issuer to the security trust as per the Security Trust Agreement.           R. Subordinated Indebtedness Documents . A copy, certified by Issuer as true and complete of each document evidencing Permitted Subordinated Indebtedness in effect as of the Closing Date .           S. Capital Expenditures Side Letter . An original Capital Expenditures Side Letter duly executed and delivered by Ormat Technologies.       4.2 Consents . Issuer shall have obtained any and all consents, permits and waivers, and completed all filings necessary or appropriate for the issuance and sale of the Note and the consummation of the other transactions to occur on the Closing Date as contemplated by this Agreement and the other Financing Documents, and any applicable waiting periods shall have expired.       4.3 Performance of Obligations . As of the Closing Date, each Transaction Party shall have performed all obligations and satisfied all conditions that this Agreement and the other Financing Documents provide shall be performed by it on or before the Closing Date.       4.4 Financial Statements; Base Case Forecast; Operating Budget . Issuer shall have delivered to Note Holder (i) the Base Case Forecast in form and substance satisfactory to Note Holder (ii) the Financial Statements, and (iii) the initial Operating Budget for Issuer for the period from January 1, 2009 through December 31, 2009, in the form attached hereto as Exhibit II and as otherwise satisfactory to Note Holder.

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      4.5 No Change . Since December 31, 2007, except as disclosed to Note Holder in the Financial Statements, there has not occurred a Material Adverse Effect, and no Material Adverse Effect is currently continuing.       4.6 Regulatory Matters . Issuer shall have obtained all governmental and regulatory licenses, permits, consents and approvals (including, without limitation, environmental and electrical licenses, permits, consents and approvals) required to own and operate the Project and all such licenses, permits, consents and approvals shall be in full force and effect.       4.7 Searches; Security Interests; Filings . Note Holder shall have received judgment searches in Guatemala City and Lien searches with respect to each Transaction Party that is party to a Security Document in each jurisdiction in which such Person is organized or its principal executive offices are located and any Collateral is located, or as Note Holder shall deem advisable to obtain such searches, and such searches shall reveal no filings or recordings with respect to any of the Collateral or other property of such Person in favor of any Person other than Note Holder or other than with respect to Permitted Liens. Each such Transaction Party shall have delivered, or caused to be delivered, to Note Holder evidence, satisfactory to Note Holder, that such Transaction Party has taken, or caused to be taken, all actions required to perfect a first priority Lien in favor of Note Holder, or make an Assignment to the Administrative Trust Agreement or Security Trust Agreement for the benefit of the Note Holder, as applicable, in all of the Collateral, subject only to Permitted Liens.       4.8 Opinions of Counsel . Note Holder shall have received originally executed legal opinions of counsel to the Transaction Parties, dated as of the Closing Date, which opinions shall be in form and substance satisfactory to Note Holder and its counsel. Such opinions shall also be addressed in favor of (and permit distribution to and reliance by) any Transferee that is an Affiliate of Note Holder.       4.9 Evidence of Insurance . Note Holder shall have received a certificate from Issuer’s insurance broker or other evidence satisfactory to it that all insurance required to be maintained as of the Closing Date pursuant to Section 6.4 is in full force and effect and that Note Holder has been named as beneficiary, additional insured and/or loss payee thereunder to the extent required under Section 6.4 .       4.10 Review of Project Documents . Note Holder shall have received a true, correct, and complete copy of each Project Document and Project Authorization, in each case that are in effect as of the Closing Date, and each such Project Document and Project Authorization shall be in form and substance satisfactory to Note Holder.       4.11 Cancellation of Political Risk Insurance . Note Holder shall have received an Officer’s Certificate from Parent, in form and substance satisfactory to Note Holder, certifying that irrevocable notice of cancellation has been submitted to the issuer of each political risk insurance policy applicable to the Project.       4.12 Title Report . Issuer shall have delivered to Note Holder the results of an on-line search report issued by the Real Estate Registry ( Registro General de la Propiedad ) dated as of a recent date covering the real property interests underlying the Project. Such report shall be in

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form, scope and substance satisfactory to Note Holder and shall be free of title exceptions other than Permitted Liens or as otherwise acceptable to Note Holder.       4.13 Credit Analysis . Note Holder shall have received a private credit analysis with respect to Issuer from Fitch evidencing a minimum foreign currency credit rating of BB- or higher.       4.14 Absence of Defaults . No event shall have occurred and be continuing, or would result from the issuance of the Note, or the consummation of any of the other transactions to be consummated on the Closing Date contemplated under this Agreement or the other Financing Documents, that would constitute an Event of Default or Potential Event of Default.       4.15 Purchase Notice . Note Holder shall have received, in accordance with the provisions of Section 2.2 , an originally executed Purchase Notice (i) requesting that Note Holder purchase the Note, and (ii) irrevocably directing Note Holder to net out from the purchase amount to be paid for the Note those amounts contemplated by Section 2.2(B) , signed by an Authorized Officer.       4.16 Representations and Warranties . The representations and warranties of Issuer contained herein and in the other Financing Documents shall be true and correct in all material respects, except that those representations and warranties that are qualified as to materiality shall be true and correct in all respects, on and as of the Closing Date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date.       4.17 No Adverse Laws . The issuance and purchase of the Note and the consummation of the other transactions contemplated under this Agreement and under the other Financing Documents shall be permitted by all applicable Laws to which Note Holder and each Transaction Party is subject.       4.18 No Orders . No order, judgment, resolution, award or decree of any arbitrator or Governmental Authority shall purport to enjoin or restrain Note Holder from purchasing the Note on the Closing Date or the consummation of the transactions contemplated by the Financing Documents.       4.19 No Litigation . No litigation, investigation, or other proceeding shall be pending, or shall have been commenced or threatened, against any Transaction Party or by which any Transaction Party, the Project or any Collateral is or could be affected, that has a Material Adverse Effect.       4.20 Solvency . Prior to and after giving effect to the purchase of the Note contemplated hereby, each Transaction Party shall be Solvent.       4.21 Corporate Proceedings . All corporate and other proceedings in connection with the transactions to be consummated on the Closing Date, and all documents and instruments incident to such transactions, shall be satisfactory in form and substance to Note Holder and its counsel.

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      4.22 Conditions Precedent . The conditions precedent of each Transaction Party contained in any other Financing Documents, as applicable, shall have been satisfied in all respects.       4.23 Officer’s Certificate . Note Holder shall have received an Officer’s Certificate from Issuer certifying to such officer’s knowledge as to the satisfaction of the conditions precedent listed in Section 4.5 , Section 4.14 , Section 4.16 , Section 4.17 , Section 4.18 , and Section 4.19 . SECTION 5. REPRESENTATIONS AND WARRANTIES OF ISSUER In order to induce Note Holder to enter into this Agreement and to purchase the Note, Issuer hereby represents and warrants to Note Holder as of the date of this Agreement and the Closing Date that:       5.1 Ownership; Organization; Business; Subsidiaries           A. Issuer . Parent is the beneficial owner of, and directly holds legal title to, free and clear of all Liens, all of the equity interests in Ormat Holding Corp., an exempt company established with limited liability under the laws of the Cayman Islands. Ormat Holding Corp. is the beneficial owner of, and directly holds legal title to, free and clear of all Liens, all of the equity interest in OrPower 2 and OrPower 9 which together are the beneficial owners of, and directly hold legal title to, free and clear of all Liens (other than Liens granted pursuant to the Security Documents), all of the equity interests ( participaciones sociales ) in Issuer, with OrPower 2 holding one percent (1%) of such equity interests and OrPower 9 holding ninety nine percent (99%) of such equity interests. Through its indirect legal and beneficial ownership of all of the equity interests in OrPower 2 and OrPower 9, Parent is the indirect beneficial owner of, and holds indirect legal title to, free and clear of all Liens (other than Liens granted pursuant to the Security Documents), all of the equity interests in Issuer. Other than the equity interests issued to OrPower 2 and OrPower 9, there are no issued and outstanding Securities of Issuer. The ownership interests in OrPower 2, OrPower 9 and Issuer are as set forth on Schedule 5.1A .           B. Organization and Qualification . Each Transaction Party is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization and has all requisite power and authority to own or hold under lease or usufruct, and operate, its properties, to carry on its business as now conducted and proposed to be conducted and to execute, deliver and perform each Project Document and Financing Document to which it is a party. Each Transaction Party is duly qualified to do business and in good standing in every jurisdiction where necessary to carry on its present business and operations.           C. Business . Issuer is not engaged and has not engaged in any business other than ownership and operation of the Project and that contemplated by the Project Documents and Financing Documents. OrPower 2 and OrPower 9 are not engaged and have not engaged in any business other than the ownership of equity interests in Issuer.           D. Issuance . The ownership interests ( participaciones sociales ) in Issuer have been duly authorized and validly issued and are fully paid and non-assessable.

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          E. Subsidiaries . Issuer has no Subsidiaries and does not own any equity or similar interest in any other Person.           F. Principal Place of Business .                (i) The Parent is a corporation registered and organized in the State of Delaware. The name of Parent is "Ormat International, Inc.", as indicated in the public records of the State of Delaware. Parent’s Delaware organizational number is 2435412.                (ii) OrPower 2’s chief executive office and principal place of business is and has been, for the previous five years, located in the Cayman Islands and, other than its branch in Guatemala, OrPower 2 has no other place of business.                (iii) OrPower 9’s chief executive office and principal place of business is and has been, for the previous five years, located in the Cayman Islands and, other than its branch in Guatemala, OrPower 9 has no other place of business.       5.2 Authorization of Issuance, etc .           A. Authorization of Issuance . The execution, delivery and performance of each of the Financing Documents have been duly authorized by all necessary action by each Transaction Party that is a party thereto. The issuance of the Note by Issuer in accordance with the terms of this Agreement and the performance by Issuer of its obligations thereunder have been duly authorized by all necessary corporate action on the part of Issuer.           B. No Conflict . The execution, delivery and performance by each Transaction Party of each Financing Document to which it is a party and the issuance of and performance by Issuer of its obligations under the Note does not and will not (i) violate any provision of any Law applicable to such Transaction Party, any Organizational Document of such Transaction Party, or any order, judgment or decree of any Governmental Authority binding on such Transaction Party, (ii) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation of such Transaction Party (including the Project Documents and any Authorizations), (iii) result in or require the creation or imposition of any Lien, charge or encumbrance of any nature whatsoever upon any properties or assets of such Transaction Party, other than Permitted Liens or (iv) require any approval of stockholders, members or partners or any approval or consent of any other Person under any Contractual Obligation of such Transaction Party, other than approvals or consents which have been obtained and which are set forth on Schedule 5.2B .           C. Government Consents . Neither the execution, delivery and performance by each Transaction Party of each of the Financing Documents to which it is a party nor the ownership or operation of the Project, will require on the part of such Transaction Party any registration with, consent or approval of, or prior notice to, or other action to, with or by, any Governmental Authority, other than registrations, approvals or consents which have been obtained and are in full force and effect.           D. Binding Obligation . Each of the Financing Documents is the legally valid and binding obligation of each Transaction Party that is a party thereto, enforceable against

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it in accordance with its respective terms except (i) as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the enforcement of creditors’ rights generally and (ii) as the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefore may be brought.           E. Issuance of the Note . The Note, when issued in compliance with the provisions of this Agreement, will be duly authorized and validly issued, free of any Liens created by Issuer and enforceable against Issuer in accordance with its terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the enforcement of creditors’ rights generally and (ii) as the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefore may be brought. Assuming the accuracy of the representations and warranties of Note Holder set forth herein, the offer and sale of the Note purchased or to be purchased by Note Holder under this Agreement, will be made in accordance with, and in full compliance with, all applicable Laws.           F. None of Issuer, nor any of its Affiliates, nor any Person acting on its or their behalf, has (i) offered for sale or solicited offers to purchase the Note (other than the Note Holder) or (ii) engaged in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) in connection with any offer or sale of the Note. No Person other than the Note Holder has been solicited or otherwise approached by Issuer or its representatives in connection with the offering and sale of the Note. Neither Issuer, nor any representative of Issuer, has offered or sold, and neither will offer or sell, any security in any manner that would require registration of the Note under the Securities Act, nor has it authorized, nor will it authorize, any Person to act in such manner.           G. The Note is not and has not been listed on a national securities exchange registered under Section 6 of the Exchange Act or quoted on a U.S. automated inter-dealer quotation system.           H. None of Issuer, nor any of its Affiliates, nor any Person acting on its or their behalf, has engaged, or will engage, in any "directed selling efforts" within the meaning of Regulation S under the Securities Act with respect to the Note.           I. The use of proceeds of the Note will not violate Section 7 of the Exchange Act or any regulations issued pursuant thereto, including, without limitation, Regulation T (12 C.F.R., Chapter II, Part 220) or Regulation U (12 C.F.R., Chapter II, Part 221) or Regulation X (12 C.F.R., Chapter II, Part 224) or any other margin regulation of the Board of Governors of the Federal Reserve System.           J. It is not necessary to qualify an indenture in respect of the Note under the United States Trust Indenture Act of 1939, as amended.       5.3 Financial Condition           A. The Financial Statements were prepared in accordance with GAAP, and fairly present in all material respects the financial position, as at the respective dates thereof, and

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the results of operations and cash flows, for each of the periods then ended, for the Persons covered thereby, subject, in the case of any unaudited Financial Statements, to absence of footnotes and changes resulting from audit and normal year-end adjustments.           B. As of the Closing Date, Issuer does not have any material liabilities, direct or contingent (including any Contingent Obligation, contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment), which are required to be shown on the Financial Statements under GAAP, except as has been disclosed in such Financial Statements.       5.4 Changes, etc .           No Material Adverse Effect exists or, except as disclosed to Note Holder in the Financial Statements, has occurred since December 31, 2007.       5.5 Title to Properties; Liens           Issuer has good, marketable and legal title (or in the case of leased or usufructed properties and assets, good, marketable and legal leasehold or usufruct interests and rights) to all of its properties and assets free and clear of all Liens, except for Permitted Liens.       5.6 Litigation; Compliance with Law, Insurance, etc.           A. Except as set forth in Schedule 5.6 , there is no action, suit, proceeding, arbitration or governmental investigation at Law or in equity or before or by any arbitrator or Governmental Authority pending or, to the best knowledge of Issuer, threatened (a) against or affecting Issuer or the assets or properties of Issuer (including the Project) involving a claim in excess of $100,000, or (b) questioning the validity or enforceability or otherwise affecting this Agreement, any other Financing Document, any Project Document or any Project Authorization.           B. Issuer is not, nor immediately after the Closing will be, (i) in violation of any applicable Law, except for any immaterial violation that would not have a Material Adverse Effect, (ii) in default with respect to any final judgment, writ, injunction or decree of any Governmental Authority or (iii) in violation of any material requirement of its insurance.       5.7 Taxes           Except as set forth on Schedule 5.7 , all Tax returns and reports required to be filed by Issuer have been filed with the appropriate Governmental Authorities in all jurisdictions in which such Tax returns are required to be filed, all such Tax returns are true and correct, and all Taxes, assessments, fees and other governmental charges upon Issuer and upon its properties, assets, income, businesses and franchises that are due and payable have been paid. All Taxes that Issuer is required to collect or withhold from its employees and third parties have been collected or withheld, as the case may be, and have been or will be remitted to the appropriate taxing authority in accordance with applicable Law. No Tax return is under audit or examination by any Governmental Authority.

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      5.8 Project Documents; Performance of Contractual Obligations           A. Other than the Project Documents, there is no material contract, lease, instrument or agreement relating to the ownership, operation or maintenance of the Project. Each Project Document is in full force and effect, and Issuer has provided to Note Holder full, correct and complete copies of all Project Documents.           B. Issuer is not in default in the performance, observance or fulfillment of any of its obligations, covenants or conditions contained in any of its Contractual Obligations (including the Project Documents), and no condition exists that, with the giving of notice or the lapse of time or both, would constitute such a default, except for any immaterial default that would not have a Material Adverse Effect. To Issuer’s knowledge, no other party to any Project Document is in default on any of their respective obligations thereunder, except for any immaterial default that would not have a Material Adverse Effect.           C. Schedule 5.8C lists all documents evidencing Indebtedness of Issuer. True and correct copies of each such document have been delivered to Note Holder.           D. Other than the Financing Documents, Issuer is not party to and is not otherwise subject to any agreement or instrument or any charter or other internal restriction that limits the ability of Issuer to make distributions or limits the ability of the Transaction Parties to create Liens on their property or equity interests or contains a change of control provision that would be triggered upon any exercise of Note Holder’s remedies under the Financing Documents (including but not limited to foreclosure on the pledged equity interests).       5.9 Regulation           A. Issuer is duly registered or authorized (as applicable) as a power producer ( generador de energía electrica ) at MEM, as a wholesale electricity market generation agent ( agente generador del mercado mayorista ), at AMM, and authorized for transport capacity access by the CNEE, and is not currently subject to any pending registration, filing, authorization, approval, inquiry, investigation or challenge from any Governmental Authority relating to its status as a power producer, wholesale electricity market agent and electricity agent.           B. Issuer has a validly issued order from AMM, not subject to any pending challenge, investigation, proceeding, or company specific rate cap or mitigation measure, authorizing it to engage in wholesale sales of electricity at market-based rates as per the applicable Laws and regulations of Guatemala. Issuer has market-based rate authorization which remains in full force and effect.       5.10 Employment, Pension Fund and Labor Relations           Neither Issuer nor any ERISA Affiliate sponsors, contributes to, maintains, participates in, or has any actual or contingent liability in respect of any ERISA Plan or Multiemployer Plan or has sponsored, contributed to, maintained, participated in, or incurred any actual or contingent liability in respect of such ERISA Plan or Multiemployer Plan within the last six (6) years.

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      5.11 Authorizations           A. All Authorizations (except immaterial Authorizations the absence of, or non-compliance with, which would not have a Material Adverse Effect) necessary under applicable Laws to be obtained by Issuer for the current conduct of its business, including, without limitation, the ownership and operation of the Project, have been duly obtained, were validly issued, are in full force and effect, are not subject to any pending challenge, are listed and (to the extent set forth thereon) held in the name of the Person set forth in Schedule 5.11A , and such Authorizations are free from conditions or requirements except as set forth in Schedule 5.11A . As of the Closing Date, Issuer has delivered to Note Holder a true, correct and complete copy of each such Authorization heretofore obtained. The information set forth in each application and all other written materials submitted by or on behalf of Issuer to the applicable Governmental Authority in connection with each such Authorization was, as of the date of such application or other written material, or if earlier, the date specified therein, accurate and complete in all material respects and did not omit to state any material fact necessary to make such information not misleading; provided that no representation is made with respect to any information in the nature of projections, other than that such projections were made in good faith on the basis of assumptions that were reasonable when made.           B. Except as set forth in Schedule 5.11B , no additional Authorizations or any transfer of any Authorizations would be required in connection with the exercise of remedies by Note Holder or any Agent under the Security Documents.           C. Issuer is in compliance, except for any immaterial noncompliance that would not have a Material Adverse Effect, with all applicable Laws and Authorizations imposed by any Governmental Authority.       5.12 Environmental Protection           Except as set forth in Schedule 5.12 hereto:                (i) The operations of Issuer and