Source document: https://docs-lawep.s3.us-east-2.amazonaws.com/1698080621407.pdf (Sierra Leone)
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PARLIAMEN Li BR ARI 1 T0\tj ES ttltl rRE;T0TtlN Guarantee in respect of the Power Purchase Agreement relating to the Power Generation Complex at Makeni, Sierra Leone.

J; tea?5 Da 2011 Ministry cf Finance (the GuarantoQ Addax Bioenergy (SL) Limited (the Beneficiary) D.ntoo Vnlde S.pt (lP One Fleet Place Londcn EC4]a / tJS Unlted l(ntdc,- 1 +44 (Ot20 ) 2" .

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*l Contents I l0 Definitions and interpBtation Consideration Guaranteo and indemnity Representations and warrantiss Preservation of Guarante€ Payment mechanics Cuflency Costs and expenaBs Assignment Sst-orf l,lotices '11 12 Calcuiations and certificates 13 Partial invalidity 14 Romedies and waivet€ 15 Amondments and waivers t6 17 Govoming law and onforcement Counterparts 18 Service of procass 19 Waiver of immunity 1 3 3 3 5 7 8 8 9 9 9 11 11 11 't1 11 1'l 12 12 8503193.08 c Contents (ii) Guarantee Dated 2011 Between (1) The Goyemment ot Slena Leone acilng by the Minister of Finance & Economic Development (the Guarantor) and (21 Addax Bloensrgy (SL) Umlted, a company incorporated under the laws of sierra Leone and whose registered office is located at 4 Liverpool Street, PO Box 610, Freetown, Siena Leone (the Bsnsficia ry).
Recitals .
By a power purchase agreement dated on or about the date of this Guarantee between the covernment of the Republic of Siena Leone, aciing by its Ministry of Energy and Water Resources and lhe Beneficiary (the PowBr Purchase Agreement) and as set out in Schedule '1, GCSL (as defined below) has agreed to purchase the available excess net generation of the generating plantto be installed and operated as part of the sugarcane ethanol bio-fuel project in the Makari Gbanti chiefdom, Bombali district, Sierra Leone pursuant to the terms and conditions set forth in the Power Purchase Agreement.
GoSL in its capacity as Offtaker under the Power Purchase Agreement is entitled to transfer its rights and obligations under the Power Purchase Agreement to a Successor Utility (as defined below) subject to compliance with certain conditions as set out therein.

The Guarantor has agreed to give this Guarantee to the Beneficiary to guarantee the Guaranteed Obligations.
B c It is agreed I 1.1 Definitions and interpretation Detinitions ln this Guarantee: Authorisation means an aulhorisation, consent, permission, approval, resolution, licence, exemption, fi ling, notarisation or registration.

Business Day has the meaning given to it in the Power Purchase Agreement.

Default Rate has the meaning given to it in the Power Purchase Agreement.

Dollar or US$ has the meaning given to it in the Power Purchase Agreement.
GtISL means r,e Govemment of the Republic of Siena Leone, acting by its Minisry of Energy and y'Vater Resourc€s- Guaiantaod Obligations means each of the obligations of any Successor Uulity under, pursuant ib or in connection with the Power Purchase Agreement from time to time including, without limitatfon, any liabilities under or pursuant to Articles X (Compensation, Payment and Billing), Xt (Payment Assurance), XIV (lnclemnilication and Uabilv, XV (Force Majeurel, XVll (Oetaults and Term,hafion), in each case of the Power Purchase Agreement) or otherwise and whether arising by reason of breach of contract, misrepresentation, termination or otherwise.
NPA has the meaning given to it in the Power Purchase Agreement.

Page 1 & O- Successo, Utility means any Successor Utility (as defined in the Power Purchase Agreement) under the Power Purchase Agreement at any time, whether the same is or not a direcl transferee from GoSL, or whether any such rights or obligations are vested by oPeralion of contract, law or otherwise.
Tax means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

Transfer Date has the meaning given to it in the Power Purchas€ Agreement.
1.2 Construction 1.2.1 Unless a contary indication appears, any reference in this Guarantee to: (a) assets includes revenues, property and rights ofevery kind, present, fijture, aclual and contingent and whether tangible or intangible (including uncalled share capital); (b) clauses are to be construed as references to the clauses of this Guarantee; (c) (d) (e) (n G) (h) (i) 0) the words includs(s), including and in particular shall be construed as being by way of illustration or emphasis only and shall not be consttued as, nor shall they take effect as, limiting the generality of any preceding words; indebtedness includes any obligation, whether incurred as principal or as surety, for the payment or repayment of money, whether present or future, aclual or contingent and whether owed iointly or severally or in any other capacity: liabilities includes any obligation whether incuned as principal or as surety, whether or not in respect of indebtedness, whether present or tuture, actual or contingent and whether owed jointly or severally or in any other capacity; the words other and othorwise shall not be construed ejusdem generis with any preceding words where a wider consuuction is possible; any psrson, including any reference to NPA, includes one or more of that person's assigns, transferees, successors in title, delegates, suFdelegates and appointees (in the case of a party to this Guarantee, in so far a9 such assigns, transferees, successors in title, delegates, suHelegates and appointees are permitted and, includes in the case of a reference to NPA, any person who may be subslituted for NPA wholly or partly as a party to the Power Purchase Agreement by whatever means) and any person, firm, company, corporation, govemment, state or agency of a state or any association, trust or partnership (whether or not having separate legal personality); a regulation includes any regulation, rule, otfcial directive, request or guideline (whether or not having the force of law) of any govemmental, intergovemmental or
 supranational body, agency, department or regulatory, self-regulatory or other authority or organisation; any statuto or statutory provision includes any statute or statutory provision which amends, extends, consolidates or replaces it, or which has been amended, extended, consolidated or replaced by it, and any orders, regulations, instruments or other subordinate legislation made under it; t;re Power Purchase Agreement or any other document, agreement or instument is a reference to lhe Power Purchase Agreement or that other agreement or instrument as amended, restated, varied, novated, supplemented or replaced ftom time to time; and Page 2 C (k) a time of day is a reference to Freetown, Siena Leone time 1.2.2 Section and clause headings are for ease of reference only.
1.3 Third party rights 1.3.1 1.3.2 2 3 4 5 5.1 The Benefciary and its officers, employees and agents may enforce any term of this Guarantee which purports to confer a benefit on that person, but no other person who is not a party to this Guarantee has any right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enioy the benefit of any term of this Guarantee.
Now.rithstanding any term of this Guarantee, the parties to this Guarantee may rescind, vary, waive, release, assign, novate or othenvise dispose of all or any of their respective righls or obligations under this Guarantee without the consent of any person who is not a Party to this Guarantee.

Effective Date This Guarantee shalltake effect on and from the Transfer Oate Consideration The Guarantor has entered into this Guarantee in consideration of the Beneficiary entering into the Power Purchase Agreement.
Guarantee and indemnity The Guarantor inevocably and unconditionally: (a) guarantees to the Beneficiary punctual performance by any and each Successor Utility of the Guaranteed Obligations; (b) undertakes with the Beneficiary that whenever any Su@essor Utility does not pay any amount which is a Guaranteed Obligation when due, it shall immediately pay that amount as if it were the principal debtor; and (c) as a separate and independent obligation, agrees with the Beneficiary that if, for any reason, any amount claimed by the Beneficiary under this Guarantee is not recoverable on the basis of a guarantee, it will be liable as a principal debtor and primary obligor to indemnify the Beneficiary against any cost, loss or liability it incurs as a result of any Successor Utility not paying or performing any obligation expressed to be payable or to be performed by it under, pursuant to or in connection with the Po',!er Purchase Agreement on the date when it is expressed to b€ due or, as the case may be, to be performed.
Any references in this Guarantee to a "guarantee" or a "Guarantof' and any provisions of this Guarantee relating to a guarantee but not to a primary obligation shall be ignored for lhe purpose of interpreting the Guaranteed Cbligations under this paragraph (c).

The amount payable by the Guarantor under thrs indemnity will not exceed the amount it would have had to pay under this Guarantee if the amount claimed had been recoverable on the basis of a guarantee.
Representations and warranties The Benefciary has entered into this Guarantee in reliance on the representalions of the Guarantor set out in this Clause 5, and the Guarantor warants to the Beneliciary on the date of lhis Guarantee and on the Transfer Date as set out in this Clause 5.
5.2 The Guarantor represents, warants and undertakes that 5.2.1 may be sue and be sued in its own name and has full and unconditional power and aulhority to enter into this Guarantee, to perform and deliverthis Guarantee, to pledge the fullfaith and Page 3 e I credit of the Republic of Siena Leone for the due performance by the Guarantor of its obligations underthis Guarantee, and all necessary action has been taken to authorise its entry into, performance and delivery of, this Guarantee and the transactons contemPlated by it; 5.2-2 all Authorisations, official or otheMise, required or desirable: (a) (b) to enable it lawfully to enter into, exercise its rights and comPly with its obligations in this Guarantee; and tc make lhis Guarantee admissible in evidence in the Republic of Sierra Leone, have been obtained or effected and are in full force and effect: 5.2.3 5.2.4 5.2.5 5.2.6 5.2.7 5.2.8 5.2.9 lhe execution, delivery and performance of this Guarantee do not and will not constitute a default or breach under any law or any treaty or agreement or other instrument to which it is a party or which is binding on it or result in the creation of or oblige it to create any security interesr on any of its assets, rights or revenues; this Guarantee constitutes or will mnstitute its legal, valid and binding obligations enforceable in acco!
'dance with its terms and would be so feated in the competent courts of Siena Leone; this Guarantee is in proper form for its enforcement in all such courts; I is subjecl to civil and commercial law with respect to its obligations under this Guarantee; the ob!igations assumed by it under this Guarantee and the entering into and performance of its obligations under this Guarantee constitutes a private commercial transaction entered into entirely in its commercial capacity and, should the Beneficiary bring legal proceedings against it or its assets in relation to this Guarantee, neither the Guarantor nor any of its assets is entitled immunity from such legal proceedings (including, without limitation, suit, attachment prior to judgement, other attachment, the obtaining ofjudgment, execution or other enforcement) with respect to itself or is assets; the choice of English law as the goveming law ofthis Guarantee, and any award made in accordance with this Guarantee, will be recognised and enforced in lhe Republic of Siena Leone; the execution and delivery ol and performance of its obligations under this Guarantee will be binCing on it and any suFdivision thereof and any other ministry or governmental, quasi govemmental.
or other regulatory department, body, instrumentality, agency, or authority of the Ministry oi Finance or of any suMivision thereof having jurisdiction over or in relation to this Guarantec its obiigations under this Guarantee rank and will continue to rank at least pan passu with all its other unsecured and unsubordinated liabilities expect for obligations which are mandalorily prefered by law; under the laws of the Republic of Siena Leone in force at the date hereol it will not be requireci to make any deduclion or wihholding from any payment it may make underthis Guaran:ee: 5.2.10 under the law of the Republic of Siena Leone, it is not necessary that this Guarantee be filed, recorded or enrolled with any court or other authority in that jurisdiction, or that any stamp, registration or similar tax be paid on or in relation to this Guarantee or any of the transac{ions contemplated by it; 5.2.1 1 no action or administrative proceeding of or before any court or agency which might have a material adverse effec{ on its abillty to perform or comply with its obligations under this Guarantee has been started or threatened: Page 4 C 5.2.12 it is not, nor would be with the giving of notice or lapse of lime, in breach or default under any agreement relating to its extemal debt or any indebtedness denominated or payable at the option of the debtor or the creditor in a curency other than leones: 5.2.13 the Republic of Sierra Leone is a member of, and is eligible to use the general resources of, the lntemational Monetary Fund (the l15F) and, to the best of its knowledge and beliel the IMF has not limited, and does not intend to limit, pursuant to its Articles of Agreement or Rules and Regulations, its use of the general resources of the IMF; and 5.2.14 the gold and cunency reserves of Siena Leone are held by it and may be used to meet lhe Guaranto/s liabilities under this Guarantee.
Preservation of Guarantee 6 6.1 Continl.

'ingguarantee This Guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by any and each Successor Utility to the Beneficiary underthe Power Purchase Agreement, regardless of any intermediate payment or discharge in whole or in part.
6.2 Reinstatement lf any discharge, release, accounting or anangement (whether in respect of the obligations of an) or each Successor Utility or any security for those obligations or otherwise) is made by the Beneficiary in whole or in part on the faith of any payment, securily, recovery or other disposition which is avoided or must be restored in insolvency, liquidation, administration or otherwise, without limitation, then the liability of the Guarantor under this Guarantee shall continue or be reinstated as if the discharge, release, accounting or arrangement had not occurred.
6,3 Waiver of derences The obligations of the Guarantor under this Guarantee will not be afiected by an act, omission, matter or thing which, but for this Clause, would reduce, release or prejudice any of its obligations under this Guarantee (whether or not known to it or the Beneficiary) including: (a) any time, waiver or consent gEnted to, or composition with, any or each Successor Utility or any other person: (b) (c) (d) (e) (0, the release of any or each Successor Utility or any other person under the terms of any composition or anangement with any creditor of any person; the taking, variation, compromise, exchange, renewal, enforcement or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any or each Successor Utility or any other person or any non-presentatjon or non-obseryance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any securityi any incapacity or lack of power, authority or legal personality of or dissolution or change in the members, name or status of any or each Successor Utility (including whether or not it is wholly or partly privatised) or any other person; any amendment (however fundamental), replacement, variation, novation, assignment or the avoidance or termination of this Guarantee, the Power Purchase Agreement or any other document or security; any unenforceability, illegality or invalidity of any obligation of, or any security created by, any person under this Guarantee, lhe Power Purchase Agreement or any other documenl; Page 5& (s) (h) (D any insolvency, liquidation, administration or similar procedure: the identity of any Successor Utility: that on the date ofthis Guarantee there was no Successor Utility and whether or not any actual or prospective Successor Utility has been identified.
6.4 lmmediate recourse The Guarantor waives any right it may have of first requiring the Beneficiary (or any trustee or agent on its behalD to proceed against or enforce any other rights or security or claim payment ftom any person before claiming from the Guarantor underthis Guarantee.

This waiver applies i,respec{ve of any law or any provision of the Power Purchase Agreement or any other document to lhe confary.
6.5 Appropriations Until the Guaranteed Obligations have been inevocably paid and discharged in full, the Beneficiary may: (a) refrain from applying or enforcing any other moneys, security or rights held or received ' by it (including but not limited to rights of set-ofo in respect of amounts which may be or become payable by any or each Successor Utility to the Beneficiary under or in connection with the Power Purchase Agreement, or apply and enforce them in such manner and order as it sees fit (whether against the Guaranteed Obligations or otherwise) and the Guarantor shall not be entitled to the benefit of them: and (b) hold in an interest-bearing suspense account any moneys received from the Guarantor or on account of the Guarantofs liability under this Guarantee.
6.6 Defer6l of Guaranto/s rights Until the Guaranteed Obligations have been inevocably paid and discharged in full, and unless the Beneficiary othen ise direcls, the Guarantor will not exercise any rights which it may have by reason of performance by it of its obligations under this Guarantee or any other document or b./ reason of any amount being payable, or liability arising, under this Guarantee: (a) (b) to receive or claim payment from or be indemnilied by any or each Successor Utility; io claim any cont ibution from any other guarantor of, or provider of security in respect of, any or each Successor Utility's obligations under the Power Purchase Agreement: (c) (d) (e) (D to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Beneficiary under the Power Purchase Agreement or of any guarantee or security taken pursuant to, or in connection with, the Polrrer Purchase Agreement by the Beneficiary: to bring legal or olher proceedings for an order requiring any or each Successor Utility to make any payment, or perform any obligation, in respect of which the Guarantor has given a guarantee, undertaking or indemnity under Clause 4 (Guamntee and inclemnMi to exercise any right of set-off against NPA; and/or to claim or prove as a creditor of any or each Successor Utility in competition with the Beneficiary.
C Page 6 6.7 AdditionatSecurity This Guarantee is in addition to, is not in any way preiudiced by, and shall not merge with, any other guqiantee or security now or in the future held by the Beneficiary as security for the Guaranteed Obligations.
6.8 No Security from Principal Debtor Until the Guaranteed Obligations have been inevocably Paid and discharged in tull, the Guaranlor shall not take, or retain, any security from any or each Successor Utility or other person in conneclion with any of the Guarantods liabilities under this Guarantee.
6.9 Trust lf the Guarantor is in breach of Clause 6.6 (Defenal of Guarantofs ights) ot 6.8 (No Secunty trom Pincipal Debfoi, the Guarantor shall hold on trust the payment, contibution, benefit, right or security lo tansfer or pay it to the Beneficiary to the extent necessary to satisfy any of the Guarantois liabilities under this Guarantee.
6-10 New accounts lf this Guarantee ceases to be continuing for any reason, the Beneficiary may open a new account or accounts with any or each Successor Utility and, if it does not do so, it shall nevertheless be treated as if it had done so at the time this Guarantee ceased to be continuing (whether by determination, calling in, demand or otherwise), and as from that time all payments made by the Guarantor to the Beneficiary: (a) shall be credited or be treated as having been credited to the new account; and (b) shall not operate to reduce the Guaranleed Obligations at that time.
7 7.1 7 .1.1 Payment mechanics Payments All payments to be made by the Guarantor underthis Guarantee shall be made in Dollars to the Beneiciary to such account as it may notify the Guarantor for this purpose.

7.1.2 Payments under lhis Guarantee shall be made for value on the date upon which the relevant paymenl is due under this Guarantee to the account of the Guarantor.
7.2 lntersst lf the Guarantor fails to pay any amount payable by it under lhis Guarantee on its due dale, interest shall accrue on the overdue amount from the due date up to the date of actual payment (both before and after iudgment) at the Default Rate.

Any interest accruing under this Clause shall be immediately payable by the Guarantor on demand by the Beneficiary.
7,3 Payments without deduction 7 .3.1 l.J.z 7.3.3 ln this Clause, Tax Deduction means a deduction or withholding for or on account of Tax from a payment under this Guarantee.

The Guarantor shall make all payments to be made by it under this Guarantee without any Tax Deduction, unless a Tax Deduction is required by law.
lf a Tax Deduclion is required by law to be made by the Guarantor, the amount of the payment in respect of which the Tax Deduc{ion is required to be made shall be increased to the amount which (after the Tax Deduction) will leave an amount equal to the payment which would have been due if no Tax Oeduction had been required.
Page 7 L& Currency 8 8.1 Tho Spot Rat In this Clause 8, the Spot Rate means, in relation to the Beneficiary, the spot rate of exchange of BNP Paribas for the purchase of any cunency with any other cunency in the London foreign exchange market.
A.2 Conversion of moneys receiYed The Beneficiary may convert any moneys received, recovered or realised in any currency under this Guarantee (including the proceeds of any Previous conversion under this Clause 8) from their existing cunency into any other cunency, by purchasing lhat other cunency at the Spct Rate.
8.3 Hedging lfthe Guarantor fails to pay any sum under this Guarantee on the due date, the Beneficiary may, without notice to the Guarantor, purchase at the Spot Rate any cunency which the Beneficiary considers necessary or desirable to cover the liabilities of the Guarantor to pay that sum.
8.4 lndemnity 8.4.1 lf any sum due from the Guarantor under this Guarantee (a Sum), or any order, iudgment or award given or made in relation to a Sum, has to be converted from the cunency (the First Cu rncy) in which that Sum is payable into another cunency (the Second Currency) for the purpose of: (a) maki.,g or filing a claim or proof against the Guarantor; or (b) obtainlng or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings, lhe Guarantor shall, as an independent obligation, within three Business Oays of demand, indemnity the Beneficiary against any cost, loss or liability arising out of or as a result of lhe conversion including any discrepancy between (i) the rate of exchange used to convert that Sum from the First Currency into the Second Cunency and (ii) the rate or rates of exchange available to that person at the time of its receipt of that Sum.
8.4.2 The Guarantor waives any right it may have in any jurisdiclion to pay any amount under this Guarantee in a curency or currency unil other than that in which it is expressed to be payable.
Costs and expenses 9 9.1 Amsndment costs lf tile Guarantor requests an amendment, waiver, consent or release of or in relation to this Guarantee, the Guarantor shall, Wthin three Business Days of demand, reimburse the Beneficiary for the amount of all costs and expenses (including legal fees) reasonably incuned by it in responding to, evaluating, negotiating or complying with that request or requirement.
9.2 Enforcement costs The Guarantor shall, within three Business Days of demand, pay to the Beneficiary the amount ofall costs and expenses (including legalfees) incuned by the Beneficiary in connection with the enforcement of, or the preservation of any rights under, this Guarantee.

Page 8 e e- I 10 Assignment 10.1 Procedure 10.1 .1 The Guarantor may not assign or transfer any or all of its rights and obligations under this Guarantee Wthout the prior wfitten consent of the Beneficiary.
10.1.2 The Beneficiary may: (a) assign, novate, transfer or othemise dispose of all or any of its rights, claims, title or interest or obligations under this Guarantee to any person to whom it assigns, novates, transfers or otherwise disposes of any of its rights or obligations under the Power Purchase Agreemenq and (b) create or allow to subsist any charge, mortgage, pledge, lien, assignment or any other security interest or encumbrance over all or any of lts rights, claims, title or interest in or to, or all or any of its obligations under, this Guarantee, in each case without the consent ofthe Guarantor 10.2 Disclosure of information The Beneficiary may disclose to any assignee or proposing assignee any information it thinks fit in relation to the Guarantor and the Power Purchase Agreement.
11 Set-off The Beneficiar./ may set ofi any matured obligation due from the Guarantor under this Guarantee (to the extent benefcially owned by the Beneficiary) against any matured obligation owed by the Beneficiary to the GuaEntor, regardless of the place of payment, booking branch or cur.ency of either obligation.

lf the obligations are in different cunencies, the Beneficiary may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.
12 Notices 12.1 Communications in writing Any communication lo be made under or in connection with this Guarantee shall be made in witing and, unless otheMise stated, may be made by fax or letter.
12.2 Addresses 12.2.1 Tl"€ address and fax number (and the department or oftlcer, if any, for whose attention the communication is to be made) of each party for any communication or document to be made or delivered under or in connection with this Guarantee is lhat identified with its name below or any substitute address, fax number or department or officer as either party may notify to the other by not less than five Business Days' notice.
12.2.2 The addresses referred to in Clause 12.2.1 are: (a) The Guarantor: Financial Secrelary Ministry of Finance and Economic Development Ministry of Finance George Street Freetown Fax: i-23222228472 tl Page 9 C (b) Email: ekoroma@mofed.
gov.sl Tho Bonsficiary: Addax Bioenergy (SL) Ltd Attn: Nikolai Germann 33 Rue de la Synagogue CH - 1211 Geneve 12 Switzedand Fax: +41 58 702 99 80 e-mail: nikotai.gemann@addaxbioenerry.com Addax Bioenergy (SL) Limited Attn: John Moult, General Manager 4 Liverpool Street PO Box 610 Freetown Siena Leone Fax: +232 22 293 10 e-mail : John.Moult@addaxbioener$/.com 12.3 DeliYery 12.3.1 Any communication or document made or delivered by one person to another under or in connection v/th this Guarantee will only be effective: (a) (b) if by way of fax, when received in legible form; or it by way of letter, (i) when it has been left at the relevant address or (ii) two Business Days (or, in the case of airmail, flve Business Days) afier being deposited in the post postage prepaid (or, as the case may be, airmail postage prepaid), in an envelope addressed to it at that address, and, if a particular department or ofhcer is specified as part of its address details provided under Ciause 12.2 (Addresses), if addressed to that department or officer.
12.3.2 Any communic.ltion or document to be made or delivered to the Beneficiary will be effective only when actually received by the Beneficiary and then only if it is expressly marked for the identified in Clause 12.2.2 (or any substifute department attention af the department or offic€r or officer as the Beneflciary shall specify for this purpose).

1?,4 English language 12.4.1 A,try notice given under or in connection with this Guarantee must be in English.
12-4.2 Nl othe, documents provided under or in connection with lhis Guarantee must be: (a) in English: or (b) if not in English, and if so required by the Beneficiary accompanied by a certified English translation and, in this case, the English translation Wll prevail unless the document is a constitutional, statutory or other otficial document.
a Page 10 't3 Galculitions and certificates 13.1 Accounts In any litigation or arbit ation proceedings arising out of or in conneciion with this Guarantee, the enEies made in the accounts maintained by the Beneficiary are priima facie evidence ofthe matters to which they relate.

13.2 Certificates and determinations Any certification or determination by the Beneficiary of a rate or amount under this Guarantee is, in the absence of manifest enor, conclusive evidence of the matters to which it relates.
14 Partial invalidity lf, at any time, any provision ofthis Guaranlee is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other iurisdiction will in any way be afiected or impaired.
15 Remedies and waivers No failure to exercise, nor any delay in exercising, on the part of the Beneficiary, any right or remedy under this Guarantee shall operate as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy.

The rights and remedies provided in this Guarantee are cumulative and not exciusive of any rights or remedies provided by law.
l6 Amendments and waivers Any terrn of this Guarantee may be amended or waived only with the written consent of the Guarantor and the Beneficiary.

17 CounterparG This Guarantee may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Guarantee.
18 Governing law and enforcement 18.1 Governing law English law governs this Guarantee, its interpretation and any non-contractual obligations arising from or connected with it.

18.2 Jurisdiction 18.2.1 The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Guarantee (including a dispute regarding the existence, validity or termination of this Guarantee) (a Dispute).
18.2.2 The parties agree that the courts of England are the most appropriate and convenient courts lo settle Disputes and accordingly no party will argue to the contrary.

18.2.3 This Clause 18.2 is for the benefit of the Beneficiary only.

As a result, the Beneticiary shall not be preventec iiom taking proceedings relating to a Dispute in any other courts with jurisdic{ion.

Tolhe extent allowed by law, the Beneficiary may take concurrent proceedings in any number of.jurisdictions.
Page 11 ac tg Service of process Without prejudice to any other mode of seNice allowed under any relevant law, the Guarantor: (a) Shall within 30 days of the date of this Guarantee, inevocably appoint Law Debenture Corporate SeNices of 101 Wood Street, London EC2V 7EX ('Law Oebenture Corporate Services') or any other person notified by the Guarantor and approved by the Beneficiary from time to time, as its agent for seNice of process in relation to any proceedings before the English courts in connection with this Guarantee and notify the Beneficiary of any such appointments; and (b) (c) (d) agrees that failure by a process agent to notify the Guarantor of the process will not invalidate the proceedings concemed; and agrees that failure by a process agent to notify the Guarantor of the process will not invalidate the proceedings concemed; and if any person appointed as an agent for seNice of process is unable for any reason to act as agent for service of process, the Guarantor must immediately (and in any event 30 days of .ruch event taking place) appoint another agent on terms acceptable to the Beneficiary for any reasonable fees and costs incuned by the Beneficiary in making such appointment on its behalf.
20 Waiver of immunity The Guarantor inevocably and unconditionally: (a) agrees that the execution, performance and delivery of this Guarantee by it constitute a private commercial transaction (rather than a public or govemment act) entered into entirely in its crmmercial capacity; (b) (c) (d) (e) (0 agrees that should the Beneficiary bring legal proceedings against it or its assets in relation to this Guarantee, no immunity from such legal proceedings (which shall be deemed to include without limitation, suit, attachment prior to judgement, other attachment, the obtaining ofjudgment, execution or other enforcement) shall be claimed by or on behalf of itself or with respect to its assets: ryaives any such right of immunity which it or its assets now has or may hereafter acquii'e; consents generally in respect of any such proceedings to the giving of any relief or the issue of any process in connection with such proceedings including the making, enfor@ment or execution against any property whatsoever (irrespective of its use or intended use) of any order or judgment which may be made or given in such proceedings; consents generally to the jurisdiction, with respect to itself and any and all of its assets and property that it now has or may hereafter acquire, of any court of competent jurisdiction for any action filed by the Beneficiary to enforce any judgement given in accordai-lce with Clause 18.2; waives any objection that it may now or hereafter have to the venue of any action or p,oceeding brought as consented to in Clause '18.2 or this Clause 20 and specitically waives any objection that any such action or proc€eding has been brought in an inconvenient forum and agrees not to plead or claim the same; and Drat 04.08.11 & Page 12 * (e) agrees that service of process in any such action or proceeding may be effected in any manner permitted by the law applicable to the aforementioned court, or in the manner specified in Clause '19.
This Guarantee has been entered into on the date stated at the beginning of this Guarantee.

Orafr 04.08.11 o ,"n",r'pr' SIGNATURE PAGE Signed by duly authorised for and on behalf of The Mlnistry of Finance and Economic Development Signed by Duly authorised for and On behalf of The mlnistry oI Trade and lndustry Signed by duly authorised for and on behalf of Addax Bioenergy (SL) Limited j: ) ) ) ) CL*ln.- ..".,'.c' $'\- ( ,.J (.a,,"^ .-.

: ) j l^ UP..- ALC.t'rr.l.D Ks,.l-tfi't 1,\2'lt, ) ) ) ) ) ? )
) ) ) ) ) ) ) ) ) rU;t-oC,,^,' // aza2tc^V A,'*.

h <-!-rA-\-" f'^r S),ioc+J Oraft M.08.11 c ,.n"r.?

Schedule 1 Power Purchase Aoreement Dran 04.08.


'l l Page ',5 a c- GOVTRNMENT OF TIIE R.EPI]BLIC OF SIERP"A LEONE -AND- ADDAX BIOETIERGY (SL) LNIITED POWER PURCIIASE AGREEMENT RELATING TO THE POWER GENERATION COMPLEX AT MAKENI, SIERRA LEONE DATED AS OF 201I S UB JECT TO RATI F ICATION 9055167 .26 (') b a TABLE OF CONTENTS Pase ARTICLE I DEFTiTITIONS; INTERPRETATION...................... .............7 Definitions; Interpretation...... ...........................7 Section l.l.
ARTICLE JI SALE AND PURCHASE OF ENERGY, AND PERFORMANCE OF AGREEMENI Section 2.1.

Sale, Delivery and Purchase of Enerry......................

Section 2.2.

Performance byGOSL.................... 8 8 8 Section 3.2.

Renewal Term Section 3.3.

Supply after Termination ARTICLE TV AVAILABILITY l0 l0 ...................... l2 Section 4.2.

Ramp-up Period t2 ARTTCLU V PRE-COMMERCIAL OPERATIONS...........................................................13 l3 l3 Section 5.1.

Pennits and Licences Section 5.2.


Submissions by the Company Section5.4.

Inspection It) Section 5.5, General Covenants ofthe Company in Respect ofthe Complex l6 Section 5.6.

Commeroial Operations Date............. .............16 Section 5.7.

Deemed Commercial Operations Date ............17 ARTICLE VI REPRESENTATIONS AND WARRANTIES.............................................19 Section 6.1.

Company Representations and Warranties l9 Section 6.2.

GOSL Representations and Warranties 20 Section 6.3.
Representations and Warranties on GOSL Transfer z0 Section 6.4.

Repetition ofRepresentations and Warranties............................21 ARTICLE VI I.OPiJRATION AND MAINTENANCE OF T}IE COMPLEX...................22 22 22 23 23 24 Section ?.1.

Operations and dispatch during Ramp-up Period Section 7.2.

Annual Schedule Se ction 7.3.

Monthly Schedule Sec:ion 7.4.

Daily Notice Section 7.5.

Changes to Nominations Title and risk Section 7.8.

Bagasse Shortfall Section 7.9.

Section 7.10.


Periods in and application ofthis Section 7 Section 7.1 1 .

Section7.l2.

Emergencies Section 7.13.

Employment of Qualified Personnel........................... ................27 Section 7.14.
Operating Committee Membership and Duties...........................28 Scheduled Outages and Urgent Maintenance Outages 25 26 26 27 90ssr6't .26 (iD cu ic ..............................31 ARTICLE VIII NTERCONNECTION AND TRANSMISSION AVAILABLE CAPACIIY............I..................

Section 8.i. '

Company Responsibilities....... ........................31 Section 8.2.

Offiaker Responsibilities................ .................3 I Section 8.3.

Granting of Easements and Righs of Way 33 Sectior 8.4.
Protective Devices........................... ................33 Section 8.5.

Testing of Oftaker Interconnection Facilities ............................34 Section 8.6.

Access to Project Transmission Line.

34 ARTICLE D( METERING AND TELECOMMUMCATIONS 35 Sectic,n 9.1.

Meters as Pre-Requisite to Sales...... 35 Section 9.2.

Ownership of Metering Equipment 35 Section 9.3.

Installation ofMetering System 35 Section 9.4.

Testing and Inspection of Metering System................ 35 Section 9.5.
Measurement of Net Enerry Output 36 Section 9.6.

Sealing Repair and Replacement of Meters 37 Section 9.7.

Telecommunications Equipment and Installation....... ...-...........37 Section 9.8.

Testing and Inspection of Telecommunications System.............38 Section9.9.

TelecommunicationSystemoperatingprocedures 38 39 ARTICLE X COMPENSATION, PAYMENT AND BILLING............ l0 Compensation, Payment and Billing 39 Section 10.1.

Defined terms in this Article X Section 10.2.

Section 10.3.

Section 10.4.


Section 10.5.

Dispute oflnvoices Section 10.7.

Unpaid Amounts Section I 0.8.

Discount for Early Payment.......................

Section 10.9.

Payment of VAT and Sales Tax......

Section 10.i.0.

No set-off...........

Section 10.11.

Revision to the Availability Charge.

ARTICLE xI PAYMENTASSI,JRANCE.

Seclion I l.l.

Definition Section 1 1.2.

Letter of Credit Section 11.3.

Collection Account Mechanism.....

Section I I .4.


Costs of Security ARTICLE XII COMMISSIONING AN'D TESTING 39 ............42 42 42 ................43 .................43 ...............43 ..................44 44 44 .................45 47 48 Section 12.1.

Section 12.2.

Section 12.3.

Section 12.4.


Dispute Commissioning of the Complex..... .................48 Notice of and Compliance with Testing Procedures...................48 Test Results........ ......,..........48 4E 49 ARTICLE XIII INSURANCE Section 13.1.

Insurance Coverage ARTICLE XIV INDEMNIFICATION AND LIABILIry...................

Section 14.1.

Indemnity by the Company 49 50 ..........50 9055t67 .26 (iiD b Section 14.3.

Joint Negligence.

Section 14.4.


No Indemnification for Fines and Penalties.......,........ S$tion 14.5.

Notice of Proceedings Section 14.6.

Basket Limitation Section 14.7.

Conduct of Proceedings ARTICLE XV FORCE MA"IEURE 50 5t 5l 5l 5l 51 s3 Section 15.1.

Meaning of Force Majeure............... ...............53 Section 15.2.

Notification and Obligation to Remedy......................................55 Section 15.3.
Consequences of Force Majeure 56 ARTICLE XVII DEFAT'LTS AND TERMINATION Section 17.1.

Company Events of Default Section 17.2.

Omaker Events of Default.............

Section 17.3.

Notice and Cure Section 17.4.

Rights and Remedies Upon an Event of Default..........

Section 17.5.

Remedies in the Event of Certain Defaults......

Section 17.6.

Obligations Upon Expiration or Termination Section 17.7.

Compensation Amount ARTICLE XVIII RESOLUTION OF DISPUTES Section 18.1.

Mutual Discussions Section 18.2.


Referral to an Expert 59 s9 60 61 62 63 63 63 65 65 65 Section 18./,.

Related Disputes Section 18.i.

Waiver of Sovereign Immunity......

Section 18.6.

Service of Process.. ............................69 69 ................................70 ARTTCLE XIX ASSIGNMENT ARTICLE XX NOTICES ARTICLE X-'iI MISCELLANEOUS PROVISIONS Section 21.1.

Variations in Writing Section 21.2.

Entire Agreement Section2l.3.

Severability 7l 73 75 75 75 75 Section2l.5.


Confidentiality 75 Section 21.6.

Successors and Assigns.................. .............,...76 Section 21.7.

Consequential Damages; Liability Beyond Contract....... ...........76 Section 21.8.

No Third Party Beneficiaries 76 Section 21.10.

Goveming Law Section 2l.l I .

Relationship ofthe Parties 77 77 9055167 .26 (iv) L ,i Section 21.12.

Counterparts.......

Section 21.13.

Double Jeopardy Section 21.14.

Partial Invalidity Section 21.15.


Survival Section 21.16.

Language............ 77 17 77 77 78 ARTICLE L\II CONDITIONS PRECEDENT TO EFFECTIVENESS OF AGREEMENTT9 Section22.1.

ConditionsPrecedent 79 SCHEDULE I DEFINITIONS SCI{EDULE 2 INTERCONNECTION FACILITIES......................... SC}IEDULE 3 MINIMUM zuNCTIONAL SPECIFICATIONS AND TECHNICAL LIMITS Schedule 1-1 Schedule 2-l Schedule 3-1 SCHEDULE 4 COMMISSIONING AND COMMERCLAL OPERATIONS DATE.........Schedule 4-1 SCHEDLJLE 5 METERING.......
.....Schedule 5-l Schedule 6-l SCHEDULE 6 PzuCE ADJUSTMENT Schedule 7-l SCI{EDULE 7 FORM OF CONSTRUCTION REPORTS SCHEDIJ'LE 8 DESCRIPTION OF TIIE COMPLEX SCHEDULE 9 FORM OF BILLNG PERIOD INVOICE........ SCIGDULE l0 DESCRIPTION OF SITE.............
SCHEDULE ll INSURANCES SCHEDULE 12 TAR.GET PRODUCTION PROFILE ANNEX I GOSI- GUARANTEE.... ANNEX II MOUA......................... ANNEX III LENDERS' SOCTAL AND ENVIRONMENTAL REQUIREMENTS.............Annex ..Schedule 10-l ....Schedule ll-1 Schedule l2-l ............Annex I-Error!

Bookmark not defined.
.....Annex II-l III-2 Schedule E-1 Schedule 9-1 9055167 26 (v) oC/ THIS POWER PURCHASE AGREEMENT is made at Freetown, Sierra Leone as of 201 I by and between: (l) (2) (3) TIIE GOVERNMENT OF TEE REPIJBLIC OF SIERRA LEONE acting by the Mrnistry of Enerry and Water Resources in its capacity as Offiaker; TEE GOVERNMENT OF TIIE REPUBLIC OF SIERRA LEONE acting by the Ministry of Enerry and Water Resources in its capacity as GOSL Guarantor; and ADDAX BIOENERGY (SL) LIMITED (the "gs!speqy"), a company duly incorporated under the Laws of Sierra Leone and whose registered office is located at 32A Wilkinson Road, Freetown, Sierra Leone.
The Oftaker, the GOSL Guarantor and the Company are referred to individually as a "Pq4" and collectively as the "Parties".

WHEREAS: A B c D The Company is in the process of designing and developing the Projecg and intends to install and operate, as part ofthe Project, the Complex.

The Company expects the generation capacity of the Complex to exceed its requirements for the Project.
The Company anticipates that the capacitylvhich will be avaitable for export to the Oftaker will range from 5MW to 2l.5MW over the course ofeach Year (or First Year, as applicable) from the Commercial Operations Date and the Company wishes to sell to the Oftaker, and the Oftaker wrshes 1o purchase from the Company, the available export capacity pursuant to the ierms and conditions set out in this Agreement.
The Company and the GOSL have entered into a Memorandum of Undentanding and Agreement dated 9th February, 2010, relating to the Project and the subject matter of this Agreement which has been ratified by the GOSL on 09 November 2010 ('MouA).
It is anticipated that the rights and obligations of Offiaker under this Agreement rvill be iransfened from the GOSL to a suitable company with the legal, technical and financial capability to perform this Agreement (as a successor to the National Power Authority) following the restructuring of the Sierra Leone electricity industry (the "Successor Utilitv"); E The GOSL Guarantor (acting through the Ministry of Finance) will enter into the Guarantee setting out the Successor Utility's obligations under this Agreement in the form, or substantially the sane form, provided in Annex 1.
NOW, TIIEREFORE, in consideration of the mutual benefits to be derived and the representations and warranties, conditions and promises herein contained, and intending to be legally bound hereby, the Company and the GOSL (in its capacity as GOSL Guarartor and in its ;apacity as OfRaker) hereby agree as follows: 9055167 .26 6 A- ARTICLE I DEFINITIONS ; INTERPRETATION Section 1.1.

Defi nitions: Intemretation In this Agreemen!
unless otherwise specified: (D capitalised terms shall have the meaning given in Schedule I; (ii) (iiD (iv) (v) the headings of Sections are for convenience only and shall be ignored in construing this Agreement; the singular includes the plural and vice versq words ofany gender include each other gender; reference to a Recital, Annex, Schedule, Article, or Section, is a reference to a Recital, Annex, Schedule, Article, or Section ofor to this Agreement and reference to a paragraph is a reference to a paragraph of a Schedule to this Agreement; (vi) reference to this Agreement includes a reference to the Recitals and the Schedules, provided that the main body of this Agreement shall prevail to the extent of any conflict or inconsistency with a Schedule; (vii) reference to a person includes an individual, firm, partnership, joint venture, company, corporation, body corporate, unincorporated body of persons or any state or any agency ofa state or any other legal entity; (viii) (ix) (x) references to any agreement, enactment, ordinance or regulation includes any amendment thereof or any replacement in whole or in part; where a word or expression is defined or construed, other grammatical forms of that word or expression shall be defined or construed accordingly, including shall not be construed as being by way of limitation and other and otherwise shall not be construed as limited by words rvith which they are associated; (xi) unless othenvise provided herein, whenever a consent or approval is required by one Party from the other Party, such consent or approval shall not be unreasonably withheld or delayed; (xii) reGrences to time are to the time in Freetown, Sierra Leone.
90sst67 .26 7 ARTICLE tr SALE A}ID PIJRCEASE OE EIYERGY, A}ID PERFORMANCE OF AGREEMENT Section 2.1.

Sale.

Delivery and Purchase ofEnersv 2.
I .1 Subject to and in accordance with the terms of this Agreement: (i) (ii) during the period when the Company is testing and Commissioning the Complex, up to and including the Commissioning Date, the Offiaker shall take delivery, from time to time, of electrical enerry from the Complex which is made available by the Company; on the Day following the Commissioning Date and until the Commercial Operations Date, the Company shall (subject to operation ofthe Project) use reasonable endeavours to sell and deliver Net Enerry Output to the OIP.-eker at the Interconnection Points, and the Offtaker shall use reasonable endeavours to purchase the Net Enerry Output from the Company, in accordance with Section 7.1, for the consideration described in Article X; (iii) subject to Article VII, from and after the Commercial Operations Date, and until the end ofthe Term, thc Company shall sell and deliver to the Offtaker at the Interconnection Points the Net Energy Output, and the Offiaker shall purchase the Net Enerry Output from the Company for the consideration described in Article X.
2.1.2 Notwifistanding Section 2.1.1: (D (iD the Company shall not be obliged to make available or sell or deliver to the Offiaker any electric enerry output of the Complex (a) prior to the Commissioning Date or (b) in excess of the Amual Availability; and the Offtaker shall not be obliged to pay for any electric enerry output of the Complex prior to the Commissioning Date.
2.1.3 Without prejudice to Section 4.1.1, the Company may use electric enerry produced at the Complex for the operation of any part of the Project (including the Ethanol Production Facility and the Complex) and notwithstanding anyhing to the contrary in this Agreement the requirements of the Company for electric enerry for any part of the Project shall take priority over the production of Net Enerry Output for delivery under this Agreement.

Section 2.2.
Performance bv GOSL 2.2.1 Prior to the date on which the GOSL transfers its rights and obligations in its capacity as Offiaker under this Agreement to the Successor Utilitlr in line with the provisions oi Article XD( ("Transfer Date'), GOSL shall, to the extent that it is unable to perform any operational or technical obligations relating to the Omaker 90551ri7.26 8 under this Agreement, procure that such obligations arc p€rformed on its behalf by NPA or another appropriate electricity industry entity.
2.2.2 The procurement by GOSL of the performance of the Ofnaker obligations under this Agreement prior to the Transfer Date shall not relieve GOSL of its responsibilities or liabilities under this Agreement.

90s5167 .26 9 Section 3.1.


Initial Term ARTICLE Itr TERM 3.1.1 On the date of execution of this Agreement by the Parties, only Article I, @efinitions; Interpretation), this Article III (Term), Section 5.1, Section 5.2, Article VI (Representations and Warranties), Article )([V (Indemnification) Article XVIII (Resolution of disputes), Article )(D( (Assignment), Article XXI (Miscellaneous Provisions) and Article XXII (Conditions Precedent), shall be effective.
3.1.2 This Agreement shall come into full force and effect on the date of Effectiveness of Agreement.

3.1.3 Subject to Section 3.1.2, this Agreement shall expire twenty (20) Years from the Commercial' Operations Date unless it is earlier terminated pursuant to the provisions of this Agreement.

The term of twenty (20) Years shall be extended fcr periods of Force N{ajeure pursuant to Section 15.3.5.
3.1.4 The expiration or termination of this Agreement is subject to Section 17.6 and is without prejudice to all rights and obligations of the Parties accrued under this Agreement prior to such expiration or termination.

Section 3.2.

Rsnewal Term This Agreement may be extended for an additional period or periods after the date on which it is to expirc, on terms mutually agreeable to the Company and the Offiaker.

Section 3.3.
Section 3.3.

Supply after Termination I{ this Agreement has been terminated by the Company pursuant to Article XVII or Anicle I 5 .3 .

I and the Offtaker has paid the Company in full the Compensation Amount pursuant to Sections 17.4.2 and Section 17.7, then the provisions of this Agreement shall apply with the exception of: (D Sections 7.8.2 to 7.8.8 (inclusive) which shall be replaced with the following: "On the occurrence of a Bagasse Shortfall the Company shall .
have no liability to the OIftaker as a result ofa failure resulting from the Bagasse Shortfall"; (iD (iiD (iv) (v) Section 10.2 to Section 10.11 (inclusive); Anii:le XI; the reference to "Section 3.3" in Section 17.6; Section 17.7; and 9055167 .26 l0 r-) (-,l-'C- until the earlier of the following: .. (a) .
(b) the time at which the sum of all Nominated Hourly Amounts (including Nominated Hourly Amounts in any deemed Daily Nomination issued pursuant to Section 5,7) for all Hours in all Days in all Years amounts to one million eight hundred thousand (1,800,000)Mwh; ifthe Commercial Operations Date has occurred, 20 Years from the Commercial Operations Date; (c)' three (3) Years from the dale on which this Agreement has been .
terminated by the Company pursuant to Article XVII if the - Commercial Operations Date has not occurred by the expiry of ' such three (3) Year period due to an Offiaker Event; or (d) the occurrence of an Oftaker Event of Default which prevents, hinders or delays the performance by the Company of their obligations or the exercise of its rights under this Agreement either (i) for a continuous period of six (6) months; or (ii) on a persistent and repetitive basis, pursuant to which the Company terminates this Agreement under Article XVII.
For the avoidance of doubt, following the occurrence of expiration or termination ofthis Agreement pursuant to any ofthe events described in Section 3.3 (a){d) (inclusive), the Parties shall have no further obligations or liabilities in this Agreement except for those obligations and liabilities that (i) arose prior to such termination, or (ii) expressly survive such expiration or termination pursuant to Section 21.15.

9055167 .26 ll 42 e, ARTICLEIV AVAILABILITY Section 4.1.
Annual Availabiliry 4.1.1 The "Annual AvailabiliB' (in MWh) is 100,000 MWh or such other amount as the Company notifies the Offiaker: (D (ii) on i.he Commercial Operations Date, for the First Year, and no l3ter than one Month prior to the start ofa Year, for each Subsequent Year, or such later date agreed by the Operating Committee, provided that the Annual Availability shall never without the Oftake/s consent (a) be below 90,000 MWh except in relation to the First Year for which there shall be no minimum; or (b) exceed 120,000 MWh.
Section 4-2- Ramo-uo Period 4.2.1 The Company shall, not later than three (3) Months before the anticipated Commissioning Date provide to the Oftaker an indicative, non-binding statement ("Ramp-up Statement"), for the Offiaker's information.
4.2.2 The "Rampup Statement" shall set out: (D (iD the period (commencing with the Target Commissioning Date, and not exceeding thirty (30) Months) to which the statement applies; and for each Month ofthe anticipated Ramp-up Period, the estimated amount of availability (in MWh) which the Company expects to make available in each Month during that period ("Ramp-up Availabiliiv").
The Company may (i) from time to time update its Ramp-up Statement; and (ii) increase the Ramp-up Availability for any Month by providing the Oftaker witlr a notice not less than seven (7) Days before the rclevant Month.

The Company may at any time during the Ramp-up Period serve notice on the Offiaker specifring the date, no earlier than nine (9) Months from the date of that notice, when the Ramp-up Period is anticipated to end and the Commercial Operations Date is to occur.
The Company may at any time amend the date(s) previously notified.

4.2.3 4.2.4 4.2.5 The Ramp-up Period shall end on the date specified by the Company as the end ofthe Ramp-up Period in the Company's final notice under Section 4.2.4, and, for the avoidance ofdoub!

the provisions of Article X shall apply.

4.2.6 The Target Commissioning Date is 30 October 2013.

9055167.26 12 C?

ARTICLEV PRE.COMMERCIAL OPERATIONS Section 5.1.


Permits and Licences 5.1.1 GOSL shall use its best efforts to procure, no later than three Months following the date of this Agreement, the grant to the Company by NPA or the Successor Utility of '.rdthout additional payment, a Licence to enable the Company to undertake the generation, transmission and supply of electricity from the Comple:<, whieh Licence shall be on the terms and conditions set out in tlis Aetreement.
5.1.2 Except as provided in Section 5.1.1, and without prejudice to any provision ofthe MOUA, the Company shall, at its sole cost and expense obtain and maintain in effect all Consents in order to enable it to perform its obligations under this Agreernent.

Section 5.2.

Submissions b), the Compan], 5.2.1 The Cornpany shall submit to the Oftaker the documents listed in Section 5.2.2 on or before the dates specified in Section 5.2.2 (the "PPA Orieinal Documents").
In addition, the Company shall provide to the Offtaker any documents supplementing or otherwise amending a PPA Original Document in a timely nianner as such information is amended, modified or superseded (all such supplements and amendments, "PPA A4qndgd Das!!qe1ts").

5.2.2 The PPA Original Documents, and the date by which each PPA Original Document must be submitted, are as follows: (i) on or before the date of Effectiveness of Agreemen!
copies of all Consents that have been issued to the Company to date for the Complex, and, not later than ten (10) Days prior to the Commercial Operations Date: (a) evidence demonstrating that the Company has obtained all of the Consents then required to be obtained for the ownership, operation and maintenance of, and the supply of power from, the Complex together witJr (b) a list identiryhg Consents not yet requ ed to be obtained for the operation and maintenance of, and the supply of power from, the Complex, together with a plan reasonably acceptable to the Offiaker for obtaining such Consents and an estimate of the time within which such Consents will be obtained; (ii) on or before the date of Effectiveness of Agreement, a copy of the Company's proposed plan for the operation and maintenance of the Comple><, together with all amendments executed as ofthat date; (iiD at least fourteen (14) Days prior to the Construction Start Date, evidence demonstrating that the Company has obtained all material Consents that are necessary for the Construction Start Date; 9055 t67.26 ll aI ,r.a"r. (iv) thkty (30) Days after the date of Effectiveness of Agreement, a construction report ("Construction RePort') in the form set out in Schedule 7, and, thereafter (but without duplication of any requirement under Section 5.6), as required, supplemental Construction Reports, as and when the Company becomes aware of any new condition or event that will have a material and adverse effect on the timely completion of the Complex; (u) as soon as available but not later than thirty (30) Days after the date of Effectiveness of this Agreemen!
general arrangement drawings of the Complex; (vi) not later than fourte€n (14) Days prior to the scheduled commencement of testing and Commissioning of the Comple>r, a test schedule for the Complex.

(vii) (viii) at the time specified in Section 5.3, a copy of draft written operating procedures to serve as the basis for the written operating procedures to be jointly developed pursuatrt to Section 5.3; as soon as available but not later than ten (10) Days after the performance of any Commissioning Tes!
copies of all test results for tests performed on the Complex; and (ix) on the Commissioning Date, a certificate from the Company Engineer addressed to the Oftaker to the effect that, based upon the Company Engineer's monitoring and review of the Projec!

the construction and installation ofthe Complex has been carried out in all material respects in compliance with the terms of this Agreement.
5.2,3 Without prejudice to any provision of the MOUA, neither the receipt nor approval of any PPA Original Document or PPA Amended Document shall (i) relieve the Company of any liability, obligation or responsibility under this Agreement resulting from a breach by the Company of this Agreement or (ii) be construed ss an endorsement by the Offiaker of the delivery, installation, ownership.
operation or maintenance of the Complex nor as a warranty by the C)ffuker of the safety, durability or reliability thereof.

Section 53.
Section 53.

Operatinq Procadures 5.3.1 The CompanS in consultation with the Oftaker, shall develop written operating proceCures for the Interconnection Facilities in accordance with this Section 5.3 and to the extent that the Offiaker provides any information to the Company as part cf the consultation, the Oftaker acknowledges that the Company may rely on the accuracy of such information.
Such operating procedures shall: (i) be based on the designs of the Complex (including the Company Interconnection Facitities), the Oftaker Interconnection Facilities and the Offiaker Grid System and on the draft procedures provided by the Company pursuant to Section 5.2.2(vii); 905sr67 .26 l4 C C/ .

!

l!
!

l!

(ii) (iiD be consistent with the Minimum Functional Specifications; and deal with all operational interfaces between the Offtaker and the Company, including the method of day-to-day communication, key personnel lists, clearances and switching practices, outage scheduling, requuements detailing inter-tripping, requirements detailing protective devices, capacity and energ/ reporting, and operations log.
5.3.2 Within ten (10) Days of the Commissioning Date, the Company shall, in consultation with the Operating Committee, finalize the operating procedures addressing all operational interfaces between the Oftaker and the Company.
The operating procedures shall: (D (iD (iii) take proper account of the design of the Complex, the Metering System, and the Offtaker Grid System and shall be consistent with the Minimum Functional Specifi cations; be consistent with Prudent Utility Practices; and be subject to the approval of the Offiaker, such approval not to be unreasonably withheld or delayed.
5.3.3 The procedure for developing and finallzing the operating procedures shall be as follows: (i) at the time of the establishment of the Operating Committee, the Company shall deliver to the Offtaker in writing proposed draft operating procedures; (iD the Offiaker shall provide comments in writing on the draft operating procedures within fourteen (14) Days following the date the draft operating procedures are delivered by the Company to the Offiaker (and iflhe O{ftaker does not provide any comments within fourteen (14) Days, thc Oftaker rvill be deemed to have approved and agreed to the draft operating procedures) ald each Party shall make a representative available to meet within tlo (2) Days thereafter to review both the draft operating procedures and the comments provided by the Offtaker; (iiD the Company shall finalize the operathg procedures follorving such review.
5.3.4 Following the finalization of the operating procedures pursuant to Section 5.3.3, either Party may propose changes to the operating procedures from time to time as changes in events and circumstances may require.

The Parties shall meet and discuss such proposed changes in good faith and incorporate such changes as are ageed by the Parties.

9055t6',1 .26 I5 Ce- Section 5.4.


Inspection The Offiaker and;or.its representatives shall have the right to observe the progress of the construction and installation of the Complex and the testing and Commissioning of the Complex in accordance with SCHEDULE 4.

The Company shall comply with all reasonable requests of the Oftaker for, and assist in arranging, any such observation visits to the Complex.
Without prejudice to the MOUA, such visits to the Complex shall not be construed as an endorsement by the Offiaker of the design thereof nor as a warranty by the Offiaker of the safety, durability or reliability of the Complex.
All persons visiting the Complex on behalf of the Offiaker shall comply with the Company's reasonable and generally applicable safety regulations and procedures made available to such persons and shall comply with the reasonable instructions and directions of the Company, and shall not urueasonably cause any interference with or disruption to the activities of the Company in respect ofthe Project (including the Complex).
Section 5.5- General Covenants ofthe Com in Resnect ofthe Comnlex The Company hereby covenants as follows: (i) (iD during the term of this Agreement, the Company shall operate the Complex in accordance with: (a) this Agreement; (b) the Minimum Functional Specifications set out in Schedule 3; (c) sound engineering and construction practices in accordance with the standards of a Reasonable and Prudent Operator and Prudent Utility Practice; (d) the operating procedures developed pursuant to Section 5.3; (e) the environmental guidelines and occupational health and safety standards of Sierra kone, and (f) all applicabte Consents and Laws; and the Company shall cause all equipment that is installed as part of the Conplex to be in reasonable operating condition (though not necessarily in :rew and unused condition) at the time of such installation and to othe;'wise comply rvith the requirements of this Agreement.
Section 5.6.

Commercial Operations Date 5.6.1 The Commercial Operations Date shall occur on the Day following the end ofthe Ramp-up Period, in accordance with Section 4.2.

5,6,2 At the date of this Agreement, the Company's good faith non-binding estimate is that the Commercial Operations Date will occur by I November 20 I 3 .

5.6.3 The Company shall give the Offtaker a report every Month from the date of Effectiveness of Agreemen!
setting out its progress towards achieving: (i) the Commissioning Date; and (ii) the Commercial Operations Date, and its prevailing good faith, non-binding, estimate (in the Company's opinion) of the dates when such Commissioning Date, and Commercial Operations Date, are estimated to occur.

The Company may at any time by notice to the Omaker revise its estimates, provided that the Company shall provide an explanation ofthe revised estimate.
9055167 ,26 I6 e2 5.6.4 Ifthe Comrnercial Operations Date has not occuned by the earlier of: (D (ii) thirty (30) Months after the Commissioning Date (as extended by any Extension Period); or thLty (30) Months after the Target Commissioning Date (as extended by any Extension Period); the Parties shall meet to discuss in good faith the date when the Commercial Operations Date is likely to occur and, unless the Company is able to demonstrate to the Offiaker (acting reasonably) that it will be able to achieve the Commercial Operations Date within three (3) Months of the date of that meeting, then either Party may immediately terminate this Agreement.
It following the expiry of that three (3) Month period, the Commercial Operations Date has not occurred then either Party may immediately terminate this Agreement.

Section 5.7.
Deemed Commercial Operations Date 5.7.1 To the extent that there is any delay to achieving the Commercial Operations Date as a direct result of an Oftaker Event specified in Section 5.7.2 (the "Deemed Commercial Operations Date"), then, with effect from the Deemed Commercial Operations Date until the date on which the Commercial Operations Date has actually been achieved: (i) (ii) the Company shall be entitled to submit deemed Daily Nominations (for each Day of such delay) to the Offtaker in accordance with Section 7.4, and the Oftaker shall pay the Company Enerry Payments on the basis of such deemed Daily Nominations in accordance with Section 10.2; and tk, Company shall be excused from any failure to achieve the Commercial Operations Date.
5.7.2 The "Offtaker Events" are: (i) (iD any failure by the Oftaker to comply with any of its obligations under Article Vm or any other obligation under this Agrcoment; any unreasonable refusal or delay by the Oftaker in giving any approval or Consent required under this Agreement; (iiD any Sierra Leone Political Event; (iv) any Force Majeure event affecting the Offiaker; and/or (v) any failure by the GOSL to comply with any provision of the MOUA.
-<.7.3 Without prejudice to Section 5.7.1 (D, the Company shall: (A) as soon as is reasonably practicable after becoming aware of a delay or potential delay in the Commercial Operations Date, provide the Offtaker with any relevant information in relation to the delay, (B) in any wen!
provide Oftaker with at least one (1) Weeks' notice, as far as this is reasonably possible, of its intention to submit 90s5167.i6 l1 ao deemed Daily Nominations to Oftaker, pursuant to Section 5.7.1; and (C) as soon as is reasonably practicable after becoming aware that the relevant Offiaker Event has been cured or has ceased, provide the Offiaker with notice of such cure or cessation.
9055t67 .26 IE o ARTICLE VI REPRESENTATIONS AI\ID WARRANTIES Section 6-l - Comnanv ReDresentations and Warranties The Company represents and v'rarrants to the Offtaker that: (D (iD the Company is duly incorporated, and validly existing, in accordance with the Laws of Sierra leone; the Company has full power to carry on its business and to enter into, legally bind itself by, and perform its obligations under, this Agreement and the Project Agreements to which it is party; (iii) this Agreement has been duly authorized executed, md delivered by the Company and constitutes its legal, valid and binding obligation; (iv) the execution, delivery, and performance of this Agreement and Project Agreement to which it is party does no!
and will no!

constitute a violation of (a) any statute, judgment, order, decree or regulation or rule of any cour!
governmental authority or arbitrator of competent jurisdiction applicable or relating to the Company, its assets or its businesses, or (b) the Company's Articles of Association or other organic documents or any indenture, contract or agreement to which it is a party or by which it or its property may be bound; (v) there are no outstanding judgments against the Company, and, to the best knowledge of the Company, no actioq claim, suit or proceeding is pending or threatened against the Company before any court, govemmental authority or arbitrator of competent jurisdiction that could reasonably be expected to affect materially and adversely the financial condition or operations ofthe Company or the ability of the Company to perform its obligations under this Agreement or any Project Agreement to which it is party or which purports to affect the legality, validity or enforceability of this Agreement or any Project Agreement to which it is party; (vi) the Company is not in default under any agreement to which it is a party or by which it or is property may be bound, nor in any default of any technical or financial obligation, which could have a material adverse effect on the ability ofthe Company to perform its obligations under this Agreement or any Project Agreement to which it is party; and (vii) no information given by the Company in relation to this Agreement or any agreement in the Project Agreements or in the proposal submifted by the Company to the Offiaker contains any misstatement of fact or omits to state a fact rvhich rvould be materially adverse to the enforcement of the rights and remedies ofthe Offtaker or which would be necessary to 90s5167 .26 t9 make any statement, representation or walTanty contained herein or therein true and corr€ct in all material respects.
Seetion 6.2.
GOSL and Warranties The GOSL represents and warants to the Company that: (i) (ii) the execution and performance of this Ageement by it and those agreements included in the Project Agreements shall constitute a private commercial tmnsaction entered into entirely in its commercial capacity; the GOSL has tull power to enter into, legally bind itself by, and perform its obligations under, this Agreement; (iii) the GOSL (in its capacity as the Offtaker) has the right to use the Offtaker Grid System; (iv) this Agreement has been duly authorized, executed, and delivered by the GOSL and constitutes its legal, valid and binding obligation; (v) the execution, delivery, and performance ofthis Agreement does no!
and will not, constitute a violation of (a) any statute, judgment, order, decree or regulation or rule ofany court, govemmental authority or arbitrator of competent jurisdiction applicable or relating to the GOSL, its assets or its businesses, or (b) any constitutional documents or other organic documents or any indenture, contract or agreement to which GOSL is a party or by which it or its property may be bound.

Section 6.3.
Renresentations and Warranties on GOSL Transfer Pursuant to any transfer to the Successor Utility under Section 19.1.3(ii) the Successor Utility represents and warrants to the Company that: (D (iD the Successor Utility is duly incorporated, and validly existing in accordance with the Laws of Sierra Leone; the Successor Utility has full power to carry on its business and to enter into, legally bind itself by, and perform its obligations under, this Agreement; (iii) this Agreement, and the transfer to it ofthe rights and obligations ofthe Offiaker under this Agreemen!
has been duly authorized, executed, and delivered by the Successor Utility and constitutes its legal, valid and binding obligation; (iv).
the execution, delivery, and performance ofthis Agreement does not, and will not, constitute a violation of (a) any statute, judgment, order, decree or regulation or rule ofany oourt, governmental authority or arbitrator of competent jurisdiotion applicable or relating to the Successor Utility, its assets or its businesses, or (b) the Successor Utility's Articles of 9055t6',1 .26 20 ( Association or other organic documents or any indenfure, contract or agreement to which it is a party or by which it or its property may be bound.
Section 6.4.

Repetition of Representations and Warranties Each ofthe representations and warranties in Section 6.1and Section 6.2 ofthis Article VI shall be correct and complied with at the date of (i) execution of this Agreement and (ii) Effectiveness of Agreement.

Each of the representations and warranties in Section 6.3 of this Article VI shall be correct and complie.d with at (i) the Transfer Date and (if applicable) (ii) Effectiveness of Agreement.

905516',1 .26 2l c ?


ARTICLE \rII OPERATION AI\D MAINTENANCE OF TIIE COMPLEX Section 7.1 .

Operations and dispatch durins Ramo-uo Period 7.1.1 The Company may at any time during the Ramp-up Period serve a non-binding notice on the Offtaker ("Ramp-up Availability Notice") specifuing: (D the period (or periods) to which the Rampup Availability Notice applies; and (iD the Net Enerry Output which the Company expects to be able to provide for each Hour during that period (or periods).
7.1.2 l he Oftaker shall, upon receipt of a Ramp-up Availability Notice, at least tiyenty-four (24) Hours before the start of each Day (D) to which the Ramp-up Availabilif; Notice applies (or otherwise as soon as reasonably practicable if the Ramp-up ,r',vailability Notice was served within Day (D)), provide to the Company a notice ("Ramp-up Net Energy Output Schedule") setting out its anticipated Net Enerry Output requirements for each Hour in Day (D) ("@").
The Offtaker shall use reasonable endeavours to provide that the Scheduled Ramp-up Net Enerry Output in each Ramp-up Net Enerry Output Schedule is consistent with the level ofNet Enerry Output specified in the relevant Ramp-up Availability Notice.

7.1.3 The Company shall use reasonable endeavours to deliver to the Offiaker at the lnterconnection Points, in each Hour of each relevant Day during the Ramp-up Period, the Net Enerry Output in accordance with the prevailing Ramp-up Net Enerry Output Schedule.
7.1.4 The Oftaker shall pay the Company for Net Enerry Output delivered during the Ramp-up Period in accordance with Section 10.2.

Section 7 2.

Annual Schedule 7.7.t The Company shall for each Year Y not later than 30 September in Year Y-l (except for in the First Year, rvhen the Company shall give notice by one Month prior to the Commercial Operations Date) glve notice to the Ofltaker of an estimate of: (D the date when the llarvest Season in Year Y is expected to star!
which shall not be earlier than 1 November in Year Y; and (ii) the duration ofthe llarvest Season in Year Y.

7.2.2 The Company shall not later than 30 September in Year Y-1 submit its proposed Annual Scirc.lule for Year Y to the Oftaker in MWh for each Month in the Year Y, the anrounr in (MWh) being the ("lls!s!s4ed_I49dt!y 4!s9c$").
9055t67 .26 22 Cc 7.2.3 The Annual Schedule shall not be binding but is the Company's estimate, acting as a Reasonable and Prudent Operator, of its average Net Enerry Output production for each Month ofthat Year.

,1 .2.4 When preparing the Annual Schedule the Company shall take into account (i) the Annual Availability; (ii) the Target Production Profile; (iii) the Harvest Season notified in accordance with Section '7.2.1; and (iv) the forecast availability of bagasse.
7.2.5 The Offiaker may give notice to the Company proposing reasonable changes to the Annual Schedule.
7.2.6 The Parties shall discuss the Offtaker's proposals and the Company shall use reasonable endeavours to accommodate such proposed changes to the Annual Schedule ri'ovided that the Offiaker's proposals: (i) are consistent with the Minimum fiunctional Specifications; (ii) can be accommodated, taking into account the forecast availability of bagasse; and (iii) do not conflict with the Company's power needs for the Project, including for irigation.
Section 7.3 Mdnthly Schedule 7.3.1 The Company shall for each Month (M) not later than the last Day of Month M-l submit its proposed monthly schedule ("Monthlv Schedule") to the Offiaker in MWh for each Day in Month M, the amount nominated for each Day in MWh) being the ('NS!qt!4!9d_p4dy_4!q9!El").

The Monthly Schedule shall not be binding but is the Company's estimate, acting as a Reasonable and Prudent Operator, of its average Net Enerry Output production for each Day of such Month.

7.3.?
7.3.?

The sum of the Nominated Daily Amounts in MWh for all Days in the Month (M) shall not be more than one hundred and twenty-five percent (125%) of the Nominated Monthly Amount for that Month and shall not be less than seventy- five percent (75%) of the Nominated Monthly Amount for that Month.

Section 7.4.
Section 7.4.

Daily Notice 7.4.1 In relation to each Day (D) from and including the frst Day ofthe Ffust Year, no later than I 8:00 hours on the preceding Day @ - I ), the Company shall submit to the Oftaker a nomination in MWh ("Daily Nomination") for each Hour of Day D, the amount nominated for each Hour of that Day (in MWh) being the ("Nominated Hourly Amount").
7.4.2 Tire sum ol the Nominated Hourly Amounts (in MWh) for all Hours in the relevant Dai,D must not be more than one hundred and ten percent (l l0%) ofthe NominateC Daily Amount (in MWh) for that Day, and shall not be less than ninety percent (90%) of the Nominated Daily Amount (in MWh) for that Day.

9055167 .26 23 u ?

tl I Section 7 .5 .


Ch.anges to Nominations i.5.1 The Company may revise any Annual Schedule, Monthly Schedule or Daily Nomination, before the applicable deadline set out in this Section for submission to the Offtaker.
7 .5 .2 The Offiaker may, no later ttran 2 I :00 hours on the preceding Day (D- I ), submit to the Company a notice ("Output Reduction Notice") setting out in MWh a reduction ("Output Reduction) to the Nominated Hourly Amount which was specified in the Company's Daily Nomination for the next Day, D and the corresponding revised amount (in MWh) for delivery in such Hour ("Revised Hourly Amount").
7 .5.3 The Output Reduction Notice: (i) may not reduce by more than twenty percent (20%), the Nominated Hourly Amount for any Hour of such Day; (iD may only be given for the following eight (8) Hour time periods in a Day: (a) (b) (c) 06:00 hours - 14:00 hours 14:00 hours - 22:00 houn 22:00 hours - 06:00 hours (iii) must reduce the Nominated Hourly Amount for each Hour of the eight hour time period to which the Output Reduction Notice relates by the sarne percentage amount (subject to (i) above); (iv) must be consistent with the Minimum Functional Specification.
Section 7.6.

Delivery 1 .6.1 The Net Enerry Output delivered by the Company to ths Oftaker at the lnterconnection Points in any Hour shall not exc€ed one hundred and five percent (105%) of: (i) the Nominated Hourly Amount for that Hour; or (ii) the Revised Hourly Amount for that Hour, whichever is lower.
7.6.2 The Oftaker shall take the Net Enerry Output delivercd by the Company in each Hour, up to one hundred and five percent (105%) of the: (i) Nominated Hourly Amount for that Hour; or (ii) the Revised Howly Amount for that Hour, whichever is lower.

Section Z.;.
Section Z.;.

Eailure to Drovide notices 7 .7 .1 lf from and including the firs Day of the First Year the Company fails to submit to the Offtaker a Daily Nomination for any Day (D), the Company shall be deemed to have submitted to the Oftaker a Daily Nomination identical to the most recently submitted Daily Nomination or, if no Daily Nomination has ever 9055167 .26 24 (--\_& r been submitte4 the Operating Commifte.e shall determine the deemed amount of such Daily Nomination.

Section 7.8.
Baeasse Shortfall 7.8.1 For the purposes ofthis Agreement: 7.8.2 7.8.3 7.8.4 a "Baqasse Shortfall" in relation to a Year Y from and including the First Year is an actual shortfall in the quantities and/or fibre coltent of bagasse required to enable the Company to prcduce Net Enerry Output equal to the relevant Annual Availability for the Year Y which results from any failure or deficiency in the Project's s'.rgarcane production which occurs notwithstanding the Company's liaving followed good, reasonable and prudent agricultural practices in implementing the Project.
Spbject to Article XV, on the occurrence of a Bagasse Shortfall in a Year the following shall apply: (D the Company shall give notice of the occurrence ofthe Bagasse Shortfall to the Offtaker in which notice the Company shall: (i) specifu the extent of the Bagasse Shortfall; (ii) estimate the impact ofthe Bagasse Shortfall on its ability to deliver Net Enerry Output equal to the Annual Availability for that Year Y to the Offiaker under the Agreement; and (iii) if the notice given by the Company pursuant to Section 7.8.2(i) differs from the actual Bagasse Shortfall then the Company shall provide revised details of such Bagasse Shortfall to the Offtaker as soon as reasonably possible; and (ii) the Offiaker shall be entitle4 on reasonable prior notice, to inspect the Company's bagasse harvesting records and inventory to veri$ for iself the extent ofthe Bagasse Shortfall.
The Company shall have no liability to the Omaker as a result of a failure resulting from such Bagasse Shortfall if the Company is not able to source a suitable altemative fuel rvithin the conditions specified in Section 7.E.5.
Where the Company has given notice under Section 7.8.2 ofa Bagasse Shortfall and that shortfall is estimated by tho Company to reduce the Net Enerry Output for that Year Y to below 90% ofthe relevant Annual Availability: (i) the Company shall, use its best endeavours to, source a suitable alternative fuel (in the Company's discretion) in order to deliver 90% of the relevant Annual Availability for that Year Y to the Offiaker, orovided that the Company shall have no obligation to source altemative fuel in the event that it is able to provide written evidence to the Offtaker (acting reasonably) that the conditions in Section 7.8.5 have not been satisfied; or (ii) rvhere the conditions in Section 7.8.5 are not satisfied, the Offtaker may itself provide to the Company suitable altemative fuel, use of rvhich is consistent u,ith the Minimum Functional Specifications, and where it 9055t67 .15 25 L t does so, the Company shall use such fuel to deliver, to the extent possible, the anticipated Net Enerry Output shordall to the Offiaker.
7.8.5 The conditions referred to in Section 7.8.4 above are that: (i) , (iD use of the altemative fuel is consistent with: (a) (b; the Minimum Functional Specifications and Technical Limits; the Lenders' Social and Environmental Requirements (as set out in Section I .1 at Annex Itr, as amended from time to time); and (c) any environmental requirements under the Laws of Sierra Leone; and the actual costs to the Company ofl (i) sourcing the alternative fuel (including all purchase, transportation, processing, storage, logistical and tax costs) and (ii) providing Net Enerry Output to the OIftaker (including all operation and maintenance costs, debt service costs, insurance costs and all other costs relating to the maintenance and/or operation of the Complex); are equal to, or less than, the Availability Charge for each kWh provided.
7.8.6 [or the avoidance of doubt the requirements of the Company for electricity for the purposes of the Project, including irrigation, shall take priority over the ptoduction of Net Enerry Output for delivery under this Agreement in case ofa Bagasse Shortfall.
7.E.7 Further, without prejudice to Section 4.1.1, the Parties acknowledge that to the extent that a Bagasse Shortfall does not affect the ability of the Company to deliver Net Enerry Output in excess of the requirements of the Company for electricity for the purposes of the Project (including irrigation) or of the Offtaker to take delivery of Net Enerry Output, the provisions of this Agreement shall apply.
7.8.8 'Ihe Parties agree that following the third anniversary of the Commercial Operations Date they shall meet to analyse and discuss the Annual Schedules provided ro date and the historical quantities and fibre content of bagasse produced b.1 the Company sincc the Commercial Operations Date, to assess the quantities and fibre content of bagasse which the Company is likely to be able to prcduce in future Years.
Section 7.9. l itle and risk Title tc and risk (including risk of transmission losses) in Net Enerry Output shall pass from the Company to the Olftaker at the relevant Interconnection Points, Secrion 7.10.
Periods ln and ann lication ofthis Section 7 7.10.1 Unless the context otherwise requires: 9055167.26 26 C (D (iD (iiD subject to (ii) below, references in this Article VII to Years, Months, Weeks, Days and Hours are to Years, Months, Weeks, Days and Hours falling on or after the Commissioning Date; Section 7.2 to Section 7.8 (inclusive) shall apply in respect of each Year frorn (and including) the First Yeaq and Sect;on 7.1 shall apply during the Ramp-up Period only and Section 7.2 to Section 7.7 (inclusive) shall apply only from the Commercial Operations Date.
Section 7.1i.

Scheduled Outases and Urqent Maintenance Outaqes 7.1 l.l The Company shall be entitled to shut down the Complex for Scheduled Outages for up to thirty (30) Days in any Year and shall use reasonable endeavours to carry out such Scheduled Outages during the Non-Harvest Season.

7.11.2 The Company, in consultation with the Offtaker, shall establish plans for shut- downs ofthe Complex for Scheduled Outages and Urgent Maintenance Outages.
7.1 1.3 The Company shall be entitled to shut down the Complex for the period of time in which no Bagasse is available to generate electricity.

Section7.l2.
Section7.l2.

Emergencies 7.12.1 lf in the opinion of the Company or the Offiaker (acting in accordance with Prudent Utility Practice) there is an Emergency: (i) (iD the Company shall be entitled to, and the Oftaker shall be entitled to request the Company, in which case the Company shall; disconnect the Complex from the Offiaker Grid System for the duration of the Emergency.
7.12.2 Following any such disconnection the Company shall be entitled to reconnect, and the Ofilaker shall be entitled to request the Company to reconnect, the Complex as soon as the Emergency circumstances no longer subsist.

Section 7.13: Employment of Oualified Personnel The Company shall employ personnel (management, supervisory and otherwise) who are qualified and experienced for operating and monitoring the Complex in accordance with the terms ofthis Agreement.
The Company shall ensure that such personnel are on duty at the Complex at all times, twenty-four (24) hours a Day and seven (7) Days a Week commencing with the date on which elecrical enerry is fnst generated by the Complex.

9055t61 .26 27 C Section 7.14.

Operating Committee Membershi9 and Duties 7.14.1 Cn or befole six (6) Months following the date of this Agreement, the Padies shall establish an operating committee ('Ooerating Commiftee") comprising four to represent it on the (4) member.s.
Each Party shall designate two (2) memb€rs Operating Committee, and either Party may remove or replace any of its Operating Committee members at any time upon notice to the other Party.

The Operating Committee shall develop procedures for the holding of meetings, the keeping of minutes of meetings and the appointment and operation of sub- committees.

The Parties agree that the chairman shall be nominated by the Company.
Decisions of the Operating Committee shall require the approval ofa majority of members of the Operating Committee and, subject to Section 7.14.5, ifthere is a deadlock the chairman shall have the casting vote.
7 .14.2 T"he Company shall be responsible for developing the operating procedures to be developed pursuant to Section 5.3 (and any subsequent revisions thereto); for approving procedures for the Commissioning of the Complex pursuant to Article XII and SCIIEDULE 4; for establishing other procedures relating to the interaction of the Complex, the Metering System and the Offiaker Grid System; and, where appropriate, for approving solutions to other issues and attempting to resolve disputes concerning the operation, maintenance and testing of the Complex.
These matters shall include: (D the coordination ofthe respective programs and procedures ofthe Parties for the constnrction, installation, Commissioning and operation of the Offiaker lnterconnection Facilities, the Metering System, the Telecommunication System and the Complex, and agreement where necessary upon the respective Commissioning procedures; (ii) the co-ordination of procedures for the operation of the Complex during an Emergency, including procedures for the scheduling of Urgent Maintenance Outages pursuant to Section 7.11.2 ail the disconnection and reconnection ofthe Complex from the Offtaker Grid System; (iiD the discussion of the steps to be taken on the occurrence of any Force Majeure, or the shutdown or reduction in capacity for any other reason of the Offtaker Interconnection Facilities or the Complex; .
(iv) safety matters affecting the Complex, the Project or the Parties (including their employees and Contractors); (") review and revision, subject to the Oftaker's approval, of protection schemes; (vi) the co-ordination of procedures for the connection of the Company package earthing points to fte main grid; (vii) (viii) the development ofthe Form ofthe Billing Period Invoice; and any other matter mutually agreed to by the Parties.
905516'1 .26 28 C 7.14.3 The Parties shall instruct their representatives on the Operating Committe€ to act in good faith in dealing with matters considered by the Operating Committee.

The Parties shall consider and use reasonable efforts to incorporate the decisions of the Operating Committee in the operation and maintenance of the Complex and the Offiaker Interconnection Facilities.

The Operating Committee on its own shall not (i) override or waive any provisions of this Agreement or (ii) amend or modi!
any provisions ofthis Agreement.
7.14.4 T\e Operating Committee shall from the Commercial Operations Date meet once every Month and jointly prepzre a monthly availability and omake statement based on (as applicable to the relevant month) the Power Station Log Book, and where relevant taking into account the applicable Ramp-up Availability Notice, the Ramp-up Net Enerry Output Schedule, the Monthly Schedule, the Daily Nomination, the Output Reduction Notice and Net Enerry Output as measured under Section 9.5 and any Bagasse Shortfall, Force Majeure and other relevant events under this Agreement.
7.14.5 The Company and the Offiaker shall use their reasonable endeavours to resolve any disputes under Sections 7 .14.2(i) or 7 .14.2(ii) in the Operating Committee.

If there is a deadlock with regard to the matters under Sections 7.14.2(i) or 7.14.2(ii), the Chairman shall not have the casting vote, and the matter may be referred by either Party for determination by an expert pursu3nt to Section 18.2.
7.t4.6 The Oftaker shall have the right to visit and observe the Complex and the operation thereof upon reasonable advance notice to the Company.

Such visits and observation shall not be construed as an endorsement by the Offtaker of the design of the Complex nor as a waranty by the Olftaker of the safety, durability cr reliability thereof.
All persons visiting the Complex on behalf of the Offtaker shall comply with the Company's reasonable and generally applicable safety regulations :nd procedures made available to such persons and shall comply with the reasonable instructions and dLections of the Company, and shall not unreasonabiy cause any interference with or disruption to the activities of the Company in connestion with the Project (including the Complex).
7.14.7 Each Party shall keep complete and accurate records and all other data required by each of them for the purposes of proper administration of this Agreement.
Among other records and data, the Company shall maintain an accurate and up- to-date operating log in a format reasonably acceptable to the Offtaker which log shall include records of: (D real and Reactive Porver production for each clock hour, frequency and 161 kV bus voltage at all times; (iD (iii) (iv) (v) changes in operating status; any unusual conditions found during inspections; Net Enerry Output for each Day; dispatch instructions and any revisions thereto for each Day; and 9055t67.26 29 a (r i) otirer matters agreed to by the Operating Committee.
All such records shall be maintained for six (6) Years.

7.14.E Either Party shall have the right, upon reasonable prior written notice to the other Party, to examine and/or make copies of the records and data of the other Party relating to this Agreement at any time during normal office hours during the period such records and data are required to be maintained under the terms ofthis Agreement.
7.14.9 Nothing in this Agreement entitles the Offiaker to be informed of, have access to, inspect or approve, or otherwise confers on the Oftaker any right in relation to, any aspect or part of or other thing concerning the Project other than the Complex.

9055167l;.6 l0 A ARTICLE VItr I}TTERCONNECTION AND TRANSNflSSION AVAILABLE CAPACITY Section 8.1.
Company Responsibilities 8.1.1 The Company shall (without prejudice to any provision of the MOUA): (i) (iD (ii') (iv) procure all Consents nec€ssary and maintain the Company Interconnection Facilities; to construct, install, commission, operate construct, install, commission, operate and maintain the Company Interconnection Facilities; supply all parts ofthe Company lnterconnection Facilities; cooperate with and provide any information to the Oftaker in connection with the Offiaket's installation of the Offiaker Interconnection Facilities.
8.1.2 The Company shall undertake its obligations under this Section 8.1 in accordance with the terms of this Agreement (including SCHEDIILE 2) and any procedures developed pursuant to Section 5.3; the Laws of Sierra Leone; the Consents; and Prudent Utility Practice, so that the Company Interconnection Facilities can be reasonably expected to provide a useful life of not less than the term of this Agreement.

Section 8.2.
Section 8.2.

Offtaker Responsibilities 8.2.1 Subject to rhe Company requesting access on reasonable notice, the Offtaker shall permit (or'procure via NPA or the Successor Utility) the Company such access (and shall cause lessees ofthe Oftaker Grid System to permit the Company such access) to its facilities as the Company shall require to undertake its obligations pursuant to Section E.1, and the Offiaker shall cooperate with the Company with regard to its undertakings pursuant to Section 8.1.
The Offiaker shall further procure that the NPA or the Successor Utility shall have the right to use the Offtaker Grid System.
8.2.2 The Offtaker shall provide to the Company within fifteen (15) Business Days after receipt ofa written request from the Company, documents and information on the Oftaker Grid System and such other documents and data in the possession and control of the Offtaker (or NPA or the Successor Utility) as may be reasonably necessary for the Company to undertake its obligations pursuant to Section 8.1, including details of all existing and planned facilities necessary to connect the Complex with the Offiaker Grid System, disparch and communications procedures currcntly in use by the Offiaker (or NPA or the Successor Utility) and any planned changes to the dispatch and communication procedures then in effect.
In connection with the provision of such documents and information, the Offtaker shall allow the Company during regular business hours to make copies ofsuch documents and information, at the Company's sole cost and expense, and to have reasonable access to and to consult with the Offtaker's (or NPA's or the Successor Utility's) relevant personnel engaged in the management, operation, maintenance and reinforcement of the Offiaker Grid 9055161 .26 C System.
When such documents and information are no longer required for the purposes provided herein, such documents and information shall be retumed to the Oftaker or destroyed by the Company.
8.2.3 The Oftaker shall supply all parts of the Olftaker Interconnection Facilities and construct, install and commission the Oftaker Interconnection Facilities 8.2.4 The Oftaker shall upon completion of the Offtaker Interconnection Facilities, check and test such Oftaker lnterconnection Facilities in accordance with the procedures set forth in SCHEDULE 4.

8,2.5 The Offiaker shall procure all Consents necessary to construct, install, commission, operate and maintain the Oftaker Interconnection Facilities.
8.2.6 The Offtaker shall undertake its obligations under this Section 8.2 in accordance with the terms of this Agreement (including SCHEDULE 2); the Laws of Sierra Leone; the Consents; and Prudent Utility Practice, so that the Offtaker Interconnection Facilities can be reasonably expected to provide a useful life of not less than the term ofthis Agreement.
8.2.7 The Offtaker shall make the final connection of the Offtaker Interconnection Facilities to the Offiaker Grid System within two (2) Business Days of the Company requesting it to do so.
8.2.8 With effect from the Commissioning Date: (D the Offiaker shall maintain and operate the OIftaker Grid System so as to enable the Company to operate the Complex in synchronisation with the Offtaker Grid System and the Offtaker to take delivery of Net Energz Output from the Complex; (iD obtain and maintain insurance coverage on terms reasonably satisfactory to the Company in respect of the Oftaker Interconnection Facilities; (iii) subject to any temporary disconnection or de-synchronisation in an Emergency in accordance with Section 7.1,4.2, and except in periods of Scheduled Maintenance Outages, the Company shall be entitled to have the Complex connected to (and to synchronise the Complex to) the Offiaker Grid System at the Interconnection Points, and the Oftaker shall maintain such connection and shall do nothing to sever or remove such connection; and .
(iv) allow the Company access to the Offiaker Interconnection Facilities to repair or maintain the Oftaker Interconnection Facilities (at the Offiaker's expense) if at any time the Offiaker has failed to comply with its obligation under Section 8.2.8(i).

8.2.9 For the avoidance of doubt it is the responsibility and risk of the Offtaker to ensure that there is sufficient unused capacity in the Oftaker Grid System to enable the Offiaker to take delivery of Net Enerry Output under this Agreement.
905516',1 .26 3: L e- 8.2.10 The obligations of the Oftaker under this Article VIII shall apply whether or not the part of the Oftaker Grid System to which the Complex is connected is owned and/or operated by the Oftaker.

E.2,11 The Oftaker shall carry out its obligations under this Agreement in accordalce with the standards of a Reasonable and Prudent Operator, in accordance with Prudent Utility Practice and in accordance with the Laws of Sierra Leone.
Section 8.3. of ts of Wa 8.3.1 The Offiaker hereby grants to tle Company a license to enter onto the real property of the Offtaker and access the Offtaker Interconnection Facilities for the purposes of exercising the Company's rights and/or satisfiing the Company's obligations under this Article VIII.
8.3.2 The GOSL shall procure that NPA (or the Successor Utility) grants to the Company a license to enter onto the real property of NPA and any Successor Utility and access NPA's (or the Successor Utility's) Offtaker Interconnection Facilities for the purposes of exercising the Company's rights and/or satisrying the Company's obligations under this Article VIII.

Section 8.4.

Protective Devices 8.4.1 8.4.2 8.4.3 E.4.4 The Compa,ry shall install protective devices as determined by the Operating Committee.
The Company shall maintain and test from time to time such prolective devices in accordance rvith the specifications for such protective devices determined by the Operating Committee, or as otherwise agreed in writing by the Parties.

The Company may make changes to the settings on the protective devices and will notifu the Oftaker ofany revised setting.
Each Party shall notifr the olher Parb/ in advance of any changes to either the Complex or the Offtaker Grid System that may afrect the proper coordination of protective devices between the two systems.

The Offtaker may not make any such changes to the Complex or the Offiaker Grid System without the Company's prior written approval.

Except for those protective devices determined by the Operating Committee, all protective devices to be installed by the Company shall be notified in rvriting to the Oftaker.
Subject to giving the Company reasonable notice, the OIftaker may require the Company to modi$ or expand tle protective devices.

Following completion of such work, the Offiaker shall reimburse the Company within thirty (30) Days for the necessary and reasonable costs ofsuch modification or expansion on the basis of an invoice delivered to the Oftaker accompanied by supporting dosumentation.

9055167.2o 3l 4I Section 8.5.


'l estins of Offtaker Interconnection Facilities The Padies shall cooperate in, and the Offtaker shall complete all, testing in relation to the Offiaker lnterconnection Facilities in accordance with the schedule developed by the Company, in consultation with the Operating Committee (but in no event later than thirty (30) Days prior to the anticipated Commissioning Date) and at such other times thereafter as either Party may reasonably require.
Each Party shall bear its own costs in connection with any such testing.

Section 8.6.

Access to Proiect Transmission Line 8.6.1 The "Project Transmission Facilities" means the approximately 14.3 kilometers, one hundred and sixty-one (161) kV line by which the power generating plant is connected to the Offtaker Grid System and the Company Interconnection Facilities.
8.6.2 the Company agrees that the Oftaker may have access to the Project Transmission Facilities for the purposes ofconnecting other sources ofgeneration or demand to the Oftaker Grid System, subject to the following: (i) (ii) the Offiaker shall give advance notice of any such proposal giving full detairs thereof and the Oftakels proposals to satisry the following requirements; the Company shall assume no obligation or liability to any other person in connection with such arrangement; (iiD the Offiaker shall bear, and indemnifu the Company against, all costs incurred for or associated with such arrangement, and any liability to any third party; (iv) the arrangement does not involve (and the Offtaker shall indemnifl the Company against) any cost or risk to the Company (including transmission losses) and any risk affecting the performance of the Company's obligations under this Agreement; (v) (vi) all appropriate metering arrangements are made at the Offtaker's expense; the requirements of the Company for the delivery of enerry from the Complex (including from any expansion of the Project) shall have priority over any other use ofthe Project Transmission Facilities, 9055t6',1 .26 34 C: I ARTICLE D( METERING AND TELECOMMI,'NICATIONS Section 9.l.Meters as Pre-Requisite to Sales The Parties acknowledge that, for the purposes of determining Net Energ/ Output of the Complex the Metering System and Check Metering System are required prior to the delivery for sale of any Net Energ/ Output to the Interconnection Points.
Section 9.2.

Ownershio of s Eouioment 9,2,1 The Company, at its expense, shall own, procure, install, operate and maintain the Metering System in accordance rvith Part 1.1 of SCIIEDULE 5.

9.2.2 The Company, at its expense, shall own, procure, install, operate and maintain meters and netering devices for backup purposes ("ehgSk Metql") pursuant to Part 1.1 of SCIIEDULE 5 (the "e!e9k_Ms!99!C_Sy!te!0") in addition to the Metering System.
Section 9.l.Installairon of Metering System 9.3.1 The Company shall install the Metering Systcm and the Check Metering System on the Site, The Metering System and Check Metering System shall include an electmnic recorder or any other state-of-the-art recording equipment, approved by the Offtaker, capable of making continuous recordings of the Net Enerry Output on appropriate magnetic media or equivalent, which recording shall be used to compute Payments under Article X, and which, after procurement and installation by the Company, shall constitute a part of the Metering System and the Check Metering System.
The Company shall give to the Offiaker no less than forty- eight (a8) hours'notice ofthe installation and all testing in connection therewith of the ]r{etering System.

9.3.2 The Company shall keep on the Site a copy of drarvings clearly describing both the Metering System and the Check Metering System and shall provide a copy thereof to the Offtaker.

Section 9.4.
Testing and Inspection of Meterins System The Offtaker shall inspect and tesg at its own expense, the Metering System and the Check Metering System for accuracy in accordance with Part tr of SCTIEDULE 5 no later than thirty (30) Days prior to the Commissioning Date, and thereafter at any time that a reading from a metering device and a Check Meter differ by an amount greater than two tenths of a percent (0.2%), or at any time that either Party reasonably believes that the Metering System or the Check Metering System is inaccurate.
With respect to each testing of the Meterihg System or the Check Metering System, the Offiaker shall give the Company no less than twenty-four (24) hours advance notice of such testing, and the Company may have a representative present during any such testing, as well as during any inspection ol'1he Metering System or Check Metering System or adjustrnent thereof (but the test, inspection or adjustment may be taken ifthe Company has no representative present).

9055t6',1.26 35 C?

Section 9.5.


Measurement of Net Energ.v Output 9.5. r 9.5.2 Subject to the provisions of Section 9.5.2 and verification of the data recording system pursuant to Section 9.5.2, the information contained in or obtained from such electronic data recording systems shall be used to determine the Net Energl Ouput.
The information contained in the electronic data recording system shall be verified by checking that the sum of the hourly readings in the electronic data recording system over a specified period are consistent with the local totalized readings for the Metering System (or, if applicable, the Check Metering System) cver the same period (determined by subtracting the local totalised reading at the beginning of the period from the local totalised reading at the end ofthe period).
In order to yeriry the information contained in the electronic data recording system, the Operating Committee shall determine the most appropriate method to measure the information, including the time and Day such measurements will be carried out,'such measurement to be undertaken by both Parties.
9.5.3 Wlen, as a result of any test pursuant to Section 9.4, a metering device is found to be inaccurate by more than two tenths ofa percent (0.2%) or is otherwise not functioning or is functioning improperly, then the correct amount of Net Enerry Output delivered to the Offiaker for the actual period during which inaccurate measurements were made, if any, shall be determined as follows: (i) firs!
the readings ofthe Check Meter, ifany, shall be utilized to calculate the correct amount of Net Enerry Output, unless a test of such Check Meter, as required by eittrer Party, reveals that the Check Meter is inaccurate by more than two tenths of a percent (0.2o/o) or is otherwise functioning improperly; (iD if the Check Meter is not within the acceptable limits of accuracy or is otherwise functioning improperly, then the Company and the Offiaker shall jointly prepare an estimate of the correct reading on the basis of all available information including deliveries of Net Enerry Output during periods of similar operating conditions when the metering device was registering accurately; (iiD in the event that the Parties cannot agree on the actual period during which inaccurate measurements were made, tho period during which measurements are to be adjusted shall be the shorter of(a) one-half ofthe period from the last previous test of the Metering System, or (b) fourteen (14) Days immediately preceding the test which found the metering device to be inaccurate; and (iv) the difference between the previous payments by the Oftaker for the period of inaccuracy or improper functioning and the recalculated amount shall be paid by the Oftaker to the Company, or by the Company to the Offtaker, as appropriate, in accordance with the provisions of Article X.
9055167 -26 l6 ( I r!

In the event that the Oftaker and the Company fail to agree upon any estimate pursuant to this Section 9.5.3, then the matter may be referred by either Party for determination by an expert pursuant to Section 18.2.

Section 9.6.

Sealins.

ReDair and ReDlacement of Meters 9.6.1 The Metering System and the Check Metering System shall be jointly sealed.
Such seals shall be broken only by the Offtaker penonnel in the presence of personnel from the Company when the Metering System or the Check Metering System is to be inspected, tested or adjusted.

9.6.2 When any component of the Metering System is found to be outside acceptable limits of accuracy or otherwise not functioning properly, the Company shall forthwith repair, recalibrate or replace such component of the Metering System.
Similarly, when any component of the Check Metering System is found to be outside acceptable limits of accuracy or otherwise not functioning properly, the Company shall forthwith repair, recalibrate or replace such component of the Check Metering System.

Upon the completion of any examination, maintenance, repair or recalibration of, or replacement of any component in, the Metering System or the Check Metering System, the relevant metering system shall be jointly sealed.

Section 9.7.
Section 9.7.

Telecommunications Equipment and Installation 9.7.1 9.7.2 The Parties acknowledge that, for the purposes of the efficient operation of the ener$/ networh a telecommunications system (the "Tels!9a!quu93!9!!

System") is required.
The function of the Telecommunication System shall be to provide real time information on the operation of the Complex and the Interconnection Facilities to the Oftaker Grid System operator and to enable this operator to exert full telecontrol over the Interconnection Facilities 'Ihe Compaoy shall provide and install, at its own cost, the telecommunications equipment, as specified by the Operating Committee, up to the connecting point between the Complex's transmission line and the Offtaker Grid System.
The selection of telecommunications equipment to be provided by the Company in accordance with this Section 9.7 shall be subject to the prior written approval of the Offiaker.

9.7.3 i'he Offiaker shall provide and install, at its own cost, the telecommunications equipmeng as specified by the Operating Committee, for any prolongation of the Telecommunication System from the connecting poin!

between the Complex's transmission line and the Oftaker Grid System, to the Offtaker Grid System.
9.7.4 ,.\uy telecor,imunications equipment supplied by the Company to the Offiaker will remain the property of the Company.

9.7.5 The Company shall keep on the Site a copy of drawings clearly describing the Telecommunications System and shall provide a copy thereofto the Ofraker.

9055167.26 37 ac- Section 9.8.


Testins and Inspection of Telecommunications System 9.8.1 Every six months the Offtaker shall inspect and test, at its own expense, the Telecommunications System for operability in accordance with the procedures developed by the Operating Committee.

9.8.2 Commissioning of the Telecommunications System will be considered as a part of the whole Complex's Commissioning and it will performed consequently.
Section 9.9- Telecommunication System operatinq procedures 9.9.1 The Operaring Committee will develop procedures pursuant to Section 5.3 and i.14.2 fct:he operation and use of the Telecommunications System by the Parties.

9055t6'.1)6 38 C ARTICLE X COMPENSATION, PAYMENT A}ID BILLING 10 Compensation, Payment and Billing Section 10.i.

Defined terms in this Article X I 0.

I .
I For the purposes of this Agrecment: (i) (ii) the- 'iAvailabili(v Charge" is US$0.20.kWh (twenty US cents per kWh), .subject to Section 10.11 and SCHEDULE 6; the "Energy Payment" is an amount payable by the Oftaker in respect of Net Enerry Output for all Hours in a Month; (iiD "Nomination Adiustment Payment" is an amount payable by the Olftaker in respect ofeach six (6) Month period as provided in Section 10.3; (iv) "Payments" means all Enerry Payments and Nomination Adjustrnent Payments; (v) 'Nominated Availabilitv" for an Hour is the lesser of the: (i) Nominated Hourly Amount as stated in the Daily Nomination; or (ii) Revised Hourly Amount as stated in the Output Reduction Notice, for such Hour prevailing at the start ofthe Hour.
10.1.2 I;r reiotion to any Hour, "Effective Availability" is: (D (iD subject to pamgraph (ii), the Nominated Availability for such Hour; subject to the following proviso, iffor such Hour the Net Enerry Output was less than the Nominated Availability, the Net Enerry Output for that Hour; provld6d {1a1 pl6graph (i) and not paragraph (ii) shall apply, where all or part of the Nominated Availability was not delivered to the Offtaker Grid System by the Company as a direct result of: (a) any failure or outage (including an outage for scheduled or unscheduled maintenance) of the Offiaker Grid System or any other event or circumstance affecting the Oftaker Grid System, unless such failure or outage resulted directly from Force Majeure affecting the Offiaker and the Oftaker Grid System; (b) the disconnection of the Complex in an Emergency or perceived Emergency, where either: (aa) the Emergency resulted from any defect or fault in the Offiaker Grid System or failure of the Offiaker to act in 905516',1 .26 l9 b accordance with Prudent Utility Practice or with any requirement of this Agreement; or (bb) the Offtaker effected such disconnection in a case where there was no Emergency; any other act or omission of the Offiaker which results in the Company not being able to deliver the Nominated Availability to the Oftaker at the lnterconnection Points; any failure by the Oftaker to comply with the MOUA; any Sierra l,eone Political Event; any Force Majeure event affecting the Offtaker; and/or the suspension ofdelivery ofNet Enerry Output by the Company in accordance with Section 17.5.
(c) (d) (e) (f) G) 10.1.3 The Company shall maintain a physical log booh recording all incidents affecting the delivery of the Nominated Availability to the Offiaker Grid System (the "PsyerStalte!

Lac_Beek").

Section 10.2.


Energv Payment h respect bf each Hour (tI): (i) (ii) during the Ramp-up Period; and thereafter, from the Comrnercial Operations Date for the remaining tenn; the Offtaker shall pay to the Company an Enerry Payment calculated as the Availability Charge multiplied by the Net Enerry Output for that Hour.
Section 10.3. fftake/s Take or Pa 10.3.1 Following tlie Commercial Operations Date, the Offiaker shall be liable for and shall pay to the Company, in addition to the amounts due under Section 10.2 a Nomination Adjustment Payment if: (D the sum of the Nominated Hourly Amounts for all Hours in all Days in all Months in the preceding six (6) Months exceeds; (ii) the sum of the Net Enerry Output for all Houn in all Days in all Months in that preceding six (6) Months as a result of the events set out in the definition of Effective Availabil itv ln Section 10.1.2(ii{a) to 10.1.2(iiXg) (inclusive) or as a result of the Offiakels Output Reduction Notice.
9055167 .26 40 b 1a 10.3.2 Where the Oftaker is liable to pay the Company a Nomination Adjustrnent Payment pursurnt to Section 10,3.1 due to any failure or outage (including an outage for scheduled or unscheduled maintenance) of the Offiaker Grid System, or any other event or circumstance affecting the Offiaker Grid System (unless such failure or outage resulted directly from Force Majeure affecting the Oftaker and the Offtaker Grid System), and such failure or outage results in the suspension ofdelivery ofNet Enerry Output by the Company in accordance with Section 17.5, the Power Station Log Book shall be the definitive record of the Effective Availability, absent fraud or manifest error.
10.3.3 The Nomination Adjustment Payment payable by the Offtaker shall be calculated as the Availability Charge multiplied by 90% of the amount by which the amount of MWh in Section 10.3.1(i) exceeds the amount of MWh in Section 10.3.1(iD.

10.3.4 The obligations of the Offtaker under this Section 10.3 shall be satisfied by a payment every six (6) Months in respect of the relevant preceding six (6) Month period.

10.3.5 For the avoidance of doub!


the Offtaker's obligation to make Nomination Adjustment Payments shall never exceed in each Year Y (or First Year, as applicable) an amount calculated as: (90,000MWh multiolied by the Availability Charge) minus the total Enerry Payments made during such Year Y (or First Year, as applicable) in accordance rvith Section 10.2.

Section 10.4.
Billing of Payments 10.4.1 No earlier than fifteen (15) Days after the end of each Month (in respect of Payments under Section 10.2) or the frnal Month to which the six (6) Month period relates in respect of Payments under Section 10.3, the Company shall prepare and deliver a statement to the Oftaker setting out Payments due under this Article X; and any interest payable under Section 10.7, showing the calculation of such claimed interest in reasonable detail, together with such supporting information as may reasonably be necessary to substantiate the amounts claimed in the invoice.
Such statement shall be in the form of SCffiDULE 9.

10.4.2 To the extent the Offtaker believes that a Company statement delivered pursuant to Section 10.4.1 inconectly reflects amounts due, the Offiaker may prepare and deliver a revised statement to the Company, showing the calculation of any interest in reasonable detail, together with such supporting information as may reaso4ably be necessary to substantiate the amounts claimed in the invoice.
10.4.3 Either Parg may require clarification or substantiation of any amount included in a statement submitted under Section 10.4 by delivering notice of such requirement to the other Party.

The Party receiving such request shall provide the requested clarification and substantiation of such invoice within fourteen (14) Business Days of its receipt ofsuch request.

9055167.26 4l a I (, Section 10.5.


Disputr_sflyglggt 10.5.1 If the Offlaker shall dispute any portion of an invoice delivered under -section 1f r l, then the Offiaker shall, within ten (10) Days of the receipt of such invoice serve a notice on Company indicating the amount ofthe dispute and the basis therefor (a "Dispute Notice").

For the avoidance of doub!

the Offtaker shali pay all undisputed amounts in accordance with Section 10.6.
The dispute shall be settled by mutual discussion and, if necessary, dispute resolution under Anicle XVI[.

If it is determined that the Oftaker owes an amount of money to the Company, the Offtaker shall, within ten (10) Days after the receipt of such determination, pay such sum together with interest thereon at the Default Rate from the date the Offtaker should have paid such sum to the Company.
10.5.2 At any time prior to sixty (60) Days after the end of a Year (or First Year, as applicable), or within such other period as permitted or required by applicable Law, either Party may serve a Dispute Notice on the other Party that the amount of any invoice submitted by the Offiaker during the preceding Year (or First Year, as applicable) is in dispute.

Each Dispute Notice shall speciry the invoice concemed, the amount of the dispute and the basis therefor.
The dispute shall be settled by mutual discussion and, if necessary, dispute resolution under Article XVIII.

Upon resolution of the dispute, the Party which is determined to owe money to the other Party shall immediately pay such sum to the other Party together with interest thereon at the Default Rate from the date such payment should have been made.

Section 10.6.
Section 10.6.

Pavment 10.6.1 Subject to Section 10.5.1, the Offtaker shall pay to the Company the amount shcwn on a Company invoice delivered in accordance with Section 10.4.1 within forty frve (45) Days from thc date ofreceipt ofthe Company invoice.

10.6.2 All paymcnts under this Agreement shall be made in US Dollars Section 10.7.

Unpaid Amounts Any payment required hereunder rvhich is not paid when due hereunder shall bear interest at the Default Rate.
lnterest shall be compounded rvith the overdue amount at Monthly intervals.

Section 10.8.
Discount for Earlv Pa vment In respect of sums payable by the Offtaker to the Company under a billing period invoice, the Oftaker shall obtain discounts: (i) of one and two tenths percent (1.2%o) if the invoice is settled within fifteen (15) Days of the date the Company delivers the invoice; (ii) of eighty five hundredths of a percent (0.85%) if the invoice is settled between sixteen (16) and thkty (30) Days of the date the Company delivers the invoice; and 9055t6't .26 42 4 C. ,l a (iii) of zero p€rc.€nt (0%) if the invoice is settled thirty-one (31) Days or more after.the date the Company delivers an invoice.
Section 10.9.

Payment o-f VAT and Sales Tax The Company invoices for Payments delivered to the Offiaker pursuant to Section 10.4.1 shall be exclusive of any applicable value added tax or sales tax.

To the extent any value added tax or sales tax is applicable on such amoun!

Company shall include such value added tax or sales tax as a separate item on invoices to the Offtaker, and the Offtaker shall pay such amounts to the Company.

Section 10.10.
Section 10.10.

No set-off If any deduction or withholding is required by law on any Payment to be made by the Offtaker to the Company under this Agreement, the Offtaker shall be obliged to pay the Company such increased sum as will, after the deduction or withholding has been made, leave the Buyer with the same amoult as it would have been entitled to receive in the absence of any requirement to make a deduction or withholding.

Section 10.11.
Section 10.11.

Revision to the Availabilitv Charge The provisions of SCIIEDULE 6 shall apply in respect ofany revision to the Availability Charge.

9055r6i 26 4) 11 & I ARTICLE XI PAYMENT ASSI]RANCE Section I l.l.
Definition "Atly4lgg JeJ4qglt 41q9c!S' means: (0 : (iD subject to (ii) below, ten million and fifty four thousand Dollan (US $ 10,054,000) (the "Initial Payment Amount"); or subject to the proviso to this paragraph (ii) and the Oftaker having paid 'on or before the due date in accordance with Section 10.6.1 all invoices previously delivered to it from the latest of: (a) (b) the arrangements provided for under Section 11.2.1 and Section I 1.3 operating in accordance lvith their respective terms; and the third anniversary ofthe Commercial Operations Date; (c) the Ircnders to the Company giving their consent to the Company for such reduction in the Advance Payment Amount (to the extent their consent is requhed under the terms of the Common Terms Agreement), halfofthe amount set out in (i) above (the "BSdCggd Bqy!09!lA!B9U!!
"), prc,vided that the Advance Payment Amount shall revert to the Initial Pa; ment Amount if the Oftaker fails at any time to make any Payment to the Company in full when due in accordance with the terms of this ,\grr:ement or if there has been an Offtaker Event of Default subsisting at any time.

Section 1i.2.
Section 1i.2.

Letter ofCredit 11.2.1 The Oftaker shall within 30 Business Days before the Commercial Operations Date provide to the Company, and thereafter maintain, a Letter of Credit such that the undrawn amount available under such Letter of Credit shall, subject to Secticn 1 1.2.3, at all times be at least the Advance Payment Amount.

I 1.2.2 The Offiaker shall provide written updates to the Company regarding the status of the Letter of Credit.
Such written updates shall be provided rvithin both (a) six (6) Months and (b) three (3) Months before the Commercial Operations Date.
1 1.2.3 Within thkty (30) Business Days of the date on which the Company draws any amount under the Letter of Credit pursuant to Section I1.2.1, the Offiaker shall (i) procure that the value ofthe Letter of Credit is reinstated so that the aggregate amount available for drawing is no less than the Advance Payment Amount or (ii) shall replace the l,etter of Credit with a lrtter of Credit having an aggregate amount available for drawing of not less than the Advance Payment Amount, 1 1.2.4 If the Oftaker fails to reinstate or replace the Letter of Credit pursuant to Section I 1.2.3 within such thirty (30) Business Days period, the Company shall: 9055167 .26 44 Cc- (D (iD be entitled to draw the full amount of the Letter of Credit available for drawing at that time and withdraw from the Collection Account established under Section I1.3 an amount equal to that drawn under the Letter of Credit by the Company pursuant to Section I 1.2.3; and retain the same by way of security until such time as the Oftaker procures the issuance of a replacement or reinstated Letter of Credit in accordance with this Scction 11 where upon the Company shall refund to the Ofraker the full amount of such drawing and/or withdrawal, less (i) any sums discharged with the drawing under the ktter of Credit, and (ii) any sums then due to the Company.
Section I 1.3.

Collection Account Mechanism I 1.3.1 GOSL shall procure that NPA (or, if applicable the Successor Utility) shall, no later than 90 days before the Commercial Operations Date: (i) establish and maintain for so long as there is or may be a liability to the Company under this Agreement a designated collection account for the Payments in the name of the NPA (and the Offtaker, if required by the Company and the Lenders) from rvhich all Payment shall be made (the "es!Eg!i9a_AgsgC!
(') with a bank (the "Collection Account Bank") acceptable to GOSL, the Company and the Lenders (such approval not to be unreasonably withheld or delayed).

If at any time there is a Successor U.tility as Offiaker, such account may be transferred into the name of the Successor Utility on condition that all Payments shall continue to be made from such account; (ii.)
select, designate and notifo (pursuant to the invoices referred to in Section 11.3.4) a number of end users of electricity supplied by NPA and/or the Offtaker (the "Designated Users") to pay all amounts due under invoices 60 days before the Commercial Operations Date into specific designated bank accounts (the "Designated Bank Accounts", held with the "Designated Account Banks").
The Designated Bank Accounts and payments made to those Designated Bank Accounts will not in any way be hypothecated, charged, encumbered or othenvise subject to any security, other than as agreed among the Parties.
A sufficient number of , Designated Users shall be selected, designated and notified so that the aggregate amount of their payments will at all times be sufficient to pay on a timely basis at least the Payments due to the Company from time to time; and (iiil enter into an agreement (or if necessary a series of agreements) with each of the Designated Account Banks, and if required, other banks that it wishes to use for the transfer of funds to the Collection Account, to ensure that sufticient funds will be transferred to the Collection Account on a timely basis to meet all amounts then invoiced by the Company and notified to the Collection Account Bank.
Such agreements shall provide that such transfers of funds to the Collection Account will require no action or approval by NPA (or, if applicable, the Successor Utility) and 905516',1 .26 45 e *, that such agre€ments cannot be modified without the consent of the Company and the Collection Account Bank.
l 1.3.3 If at any time insufticient funds in total are credited to the Designated Accounts and/or the Collection Account to allow the Collection Account Bank to make payment of the total uncontested amounts then invoiced by the Company, the Parties intend that no Desigrated Account Bank will be allowed to transfer funds from its Designated Bank Account other than to the Collection Account and the Company shall in such a situation be entitled to require that NPA (or, if applicable, the Successor Utility) and GOSL promptly select, designate and notifu replacement or additional Designated Users and GOSL, or the Successor Utilit, as the case may be, shall comply (or procure that the NPA comply, where GOSL is the Oftaker) with such requirement.
Designated Users once so designated shall remain with that status unless and until the Company notifies GOSL to the contrary.

11.3.4 GOSL shall procure that for NPA (or, if applicable, the Successor Utility) (D ensures that each invoice to a Designated User contains a direction (in a form satisfactory to the Company) that payment thereof shall only be made directly to a Designated Bank Account.

If for any reason payment by a Designated User is not made Cirectly into a Designated Bank Accoun!
GOSL shall procure that the palment is promptly credited to a Designated Bank Account.
11.3.6 GOSL shrli procure that the holder ofthe Collection Account shall enter into an iigreement ("the Collection Account Bank Agreement"), with the Collection A:count Banh the Designated Account Banks and the Company, as further pro'rided in Section 11.3.9, entitling the Company to receive and withdrarv any amount from the Collection Account from time to time in or towards meeting any amount due to it under this Agreement but unpaid at any time and regulating the transfer of funds fiom the Designated Bank Accounts to the Collection Account.
Such agreement shall also cover the handling of Payments in case a dispute notice is issued pursuant to this Agreement.

11.3.7 Following the date the Company has notified the Collection Account Bank that the Commercial Operations Date has been achieved, the Company shall be entitled to withdraw or transfer any amounts from the Collection Account and to use any amount withdrawn to discharge any amounts due to the Company under this Agreement from time to time.
11.3.9 Nc later than 90 days before the Commercial Operations Date , the Parties shall enter into all nec€ssary arrangements reasonably required by the Company to give effect to this Section ll.3 and GOSL shall ensure that the Collection Account and the Designated Bank Accounts may only be operated in accordance with this Section 1l and the provisions of the Collection Account Bank Agreement unless NPA (or, if applicable, the Successor Utility), GoSL and the Company otherwise agree in writing.
ll.3.l0The Parties will enter into all necessary arrangements and will obtain all necessary approvals, including those of the Bank of Sierra Leone, for the operation c.f the Collection Account and the Designated Bank Accounts, 9055167.:.'

46 c- (, including if required, any authorisations for the Collection Account Bank and the Company to receive, hold, convert and./or make payments in United States Dollars as well as Sierra Leone Leones, where permitted by law.

Section 11.4.
Section 11.4.

Costs ofSecurity Forthe avoidance ofdoubt all fees and expenses associated with the arrangement and maintenance of the Collection Account and the Letter of Credit and the tlesignated bank and collection account processes (including, without limitation, any stamp duty) shall be for the account ofthe oftaker.

9055167 26 41 e ARTICLE XII COMMISSIOhIING AND TESTING Section 12.1.
Commissionins of the Comolex The Company shall carry out Commissioning of the Complex in accordance with SCI{EDIJLE 4.

S:ction 12.2.

Notice ofand Comoliance with Testing Procedures 12.2.1 The Oftaker shall be given prior written notic€ of any Commissioning procedure in accordance with SCTIEDULE 4 and shall be entitled to halre representatives present for the purpose of observing any such procedure (but such testing or Commissioning may be performed if the Offtaker has no representative present).
12.2.2 Ttrc Oftaker shall use its reasonable efforts to comply promptly with all reasonable.

requests by the Company for assistance in carrying out testing and Commissicning.

Section I 2.3.

TggBgSUtt The Company shall within the period specified in Section 5.2.2(viii) provide the Offtakcr with copres ofthe results ofall tests performed pursuant to SCHEDULE 4.

Section 12.4.
Section 12.4.

Dispute In the event that a dispute arises betrveen the Company and the Offiaker regarding the tests related tc the Commissioning, such dispute may be referred by either Party to an expert pursuant to Section I E.2.

905s167 .26 48 C^c Section 13.1.
Insurance Coveraqe ARTICI,E )qtr INSURANCE 13.1.1 The Company shall obtain and maintain for the duration of the periods specified at its own cost, the insurances specified in Schedule 11 having such limits and deductible arnounts as are commonly maintained by companies engaged in business activities similar to the business of the Company, provided that the Company shall not be in breach of this obligation with respect to specific insurance coverage if and to the extent that any particular insurance is unavailable at that time to the Company under commercially reasonable terms.
13.1.2 At any time during the term of this Agreemen!

the Company shall, upon the Offtakefs request, provide to the Offiaker details ofthe insurance cover it has at that time iri respect of the Complex.

13.1.3 The proceeds of any "All Risks" insurance obtained to cover the Complex shall only be required to be applied (whether direcfly or indirectly) to the repair ofthe Complex, if the Lenders under the Common Terms Agreement so consent.
13.1.4 On or before the Commercial Operations Date and every anniversary of the Commercial Operations Date, the Company shall cause its insurers or agents to provide the Offiaker with certificates of insurance, evidencing the Company's insurance.

90sst67.26 49 a r: ARTICLE XIV INDEMNIFICATION AND LIABILITY Section 14.1. tndemnitv by the Comoany ln addition to the Company's obligations and the Offiaker's remedies provided elsewhere in this Agreemen!
the Company shall bear responsibility for: (a) loss of or darnage to property or death or personal injury; and (b) any other liabilities, damages, losses and reasonable costs and expenses (including reasonable legal fees and expert witness fees) arising from any claim against the Oftaker, that is suffered by the Offiaker in connection with: (i) the Complex, resulting from any act of gross negligence or omission ot or wilful misconduct of, the Company; and (ii) aly breach of warranty, misrepresentation by the Company, or non- performance of the Company under this Agreement or any other Project Agreement to which it is party.
The Company shall ensure that the Offiaker is firlly indemnified in respect of the foregoing losses, damages, death, injuries, liabilities, costs and expenses; provided.
however, that the Company's indemnities shall not extend to any loss, damage, death, injury, liability, costs or expenses (or any claim in respect thereof; to the extent that: (1) they were caused by any act or omission of the Offtaker or the failure of the Offiaker to take reasonable steps in mitigation thereof; or (2) (for the avoidance of doubt they arise or result from any failure to supply or shortfall in supply of Net Enerry Output.
With the exceptioo of liability for death, personal injury or fiaud, the maximum liability under the indemnity in this Section 14.1 is ten million Dollars (US $10,000,000) per occurrence.

Section 14.2.
Indemnity bv Offtaker In addition to the Offtaker's obligations and the Company's remedies provided elsewhere in this Agreement the Offtaker will bear responsibility for: (a) loss of or damage to property, death or injury to person; and (b) any other liabilities, damages, losses and reasonable costs and expenses (including reasonable legal fees and expert witness fees) arising fiom any claim against the Company, that are suffered by the Company in connection with: (D the undertaking of any aspect of the Project resulting fiom any act of gross negligence or omission of, or wilful misconduct oll the Offiakeq and (iD any misrepresentation by the OIftaker or non-performance of any term, condition, covenant or obligation to be performed by the Oftaker under this Agreement or any other Project Agreement to which it is party.
The Oftaker will ensure that the Company is fully indemnified in respect of the foregoing losses, damages, death, injuries, liabilities, costs and exPenses; provided.

however.

that the Oftaker's indemnities shall not extend to any loss, damage, death, injufv, liability, cost or expense (or any claim in respect thereof; to the extent tlat it was caused by any act or omission of the Company or the failure of the Company to take 9A55t67 26 50 a& e ti I ?

reasonable steps in mitigation thereof.


With the exception of liability for death, personal injury or fraud, the maximum liability under the indemnity in this Section 14.2 ten million Dollars (US $10,000,000) per occurrence.

14.2.2 Eor the avoidance of doubt, if either Party incur losses in the same insured event (e.g.

an explosion), each Party will claim against their own insuree for their own losses, regardless ofwho was responsible.

Section 14.3.
Section 14.3.

Joint Negligence In the event injur-r, or damage results from the joint or concurrent gross negligence or intentional acts or omissions of the Parties, each Party shall be liable under this indemnification ir proportion to its relative degree offault.

Section l4 4.
Section l4 4.

No Indemnification for Fines and Penalties Any fines ;r other penalties incurred by a Party for breach of any Laws of Sierra Leone shall not be reimbursed by the other Party but shall be the sole responsibility of the Party in breach.

lhe Party in breach shall have the right, but not the obligation, to contest or appeal any fines it believes have been imposed in violation of the [,aws of Sierra kone.

Section 14.5.
Section 14.5.

NoticeofProceedinqs Each Party shall promptly notiry the other Party of any claim or proceeding in respect of which, but for'.he provisions of Section 14.6, it is entitled to be indemnified.

Such notice shall be given as soon as reasonably practicable after the relevant Party becomes arvare of such claim or proceeding.

Section 14.6.
Section 14.6.

Basket Limitation Neither Party shall be entitled to make any claim under this Article XIV until such time as all such claims by such Party exceed one hundred thousand Dollars.

(US$ 100,000) in the aggregate, at which time all such claims of that Party may be made; orovided.

however.

tha!

when such claims have been made, the same rule shall apply in respect of future claims.
Notwithstanding the foregoing any claims outstanding at the termination or expiration of this Agreement may be brought at that time.

Section i4.7.

ConductofProceedings 14.7.1 Each Parq' shall have the right, but not the obligation, to contes!
defend and litigate (aird to retain legal advisers of its choice in connection therewith) any claim, acticii, suit or proceeding by any third party alleged or asserted against it arising out of any matter in respect of which it is entitled to be indemnified hereunder, and the reasonable costs and expenses thereof shall be subject to the sai<i indemnity; provided, however, tha!
the indemnifuing Party shall be entitled, at its option, to assume and contsol the defense of such claim, action, suit or proceeding at its expense and through legal advisen of its choice if it (i) gives nolice of its intention to do so to the other Party, (ii) acknowledges in writing its obligation to indemniff that Party to the full extent provided by this Article XIV, 9055167 .26 5l and (iii) reimburses that Party for the reasonable costs and expenses previously incurred by it prior to the assumption of such defense by the indemnifuing Party.
t4.7.2 Following acknowledgment of the indemnification and assumption ofthe defense by the indomniling Party, the indemnified Party shall have the right to employ its own counsel, and such counsel may participate in such action, but the fees and expens€s ofsuch counsel shall be at the expense of such indemnified Party, when and as incurred, unless (i) the employment of counsel by such indemnified Party has been authorized in writing by the indemnifiing Party, (ii) the indemnified Party shail have reasonably concluded that there may be a conflict of interest hetween tne indemnifuing Party and the indemnified Party in the conduct of the defense of such action, or (iii) the indemnified Party shatl have reasonably concluded and specifically notified lhe indemnifuing Party either that there may be specific defenses available to it that are diferent from or additional to those available to the indemnifiing Party or that such claim, action, suit or proceeding invclves or could have a material adverse effect upon it beyond the scope ofthis Agreement.
If the conditions set out in (i), (ii) or (iii) ofthe preceding sentence shall be applicable, then counsel for the indemnified Party shall have the right to direct the defense of such claim, action, suit or proceeding on behalf of the indemnified Party and the reasonable fees and disbursements of such counsel shall constitute legal or other expenses hereunder.
14.7.3 Neither Parg shall settle or compromise any claim, action, suit or proceeding in respect of which it is entitled to be indemnified by the other Party without the prior written consent of that Party; provided, however, that after agreeing in rvriting to indemniff the indemnified Parg, the indemnifring Party may settle or compromise any such claim, action, suit or proceeding without the approval of the indemnified Party.

9055167.26 52 C ARTICLE XV FORCE MAJEIJRE Section 15.1.
Meanine of Force Maieure In this Agreement, "EsI99.Idaj9uI9" means any event or circumstance or combination of events or circumstqnces beyond the reasonable contol of a Party which prevents, hinders or delays the performance by that Party of its obligations or the exercise by that Party of its rights under or pursuant to this Agreement; provided, however, that such material and adversc effect could not have been prevented, overcome or remedied in whole or in part by the affected Party through the exercise of diligence and reasonable care.
Without limitation to the generality ofthe foregoing "Force Majeure" shall include the following events and circumstances to the extent that they satisry the above requirements: 15.l.l natuml events including: (D (iD acts ofGod (including lightning, fire, earthquake, flood, drought, or water shortage, storm, hurricane, cyclone, typhoon, tidal wave and tomado); epidemic, pandemic or plague (as classified or advised by the World Health Organisation); (iii) explosion or chemical contamination (other than resulting from an event ' or circumstance described in Section 15.1.2(i)(a), in which case it shall be a Sierra Leone Political Event); 15.1,2 the following political events or circumstances : (i) any ofthe following events or circumstances that occurs inside or directly involves Sierra kone C'SigEal-ee!9-Eeli!g3lEyg!
!c'), including: (a) any act of war (whether declared or undeclared), invasion, armed conflict or act of foreign enemy, blockade, embargo, revolution, riot, insurrection, civil commotion, act ofterrorism, or sabotage; (b) (c) (d) nationwide strikes, works to rule or go-slows that extend beyond the Complex or the Project or are widespread or nationwide, or that are ofa political nature, such as, by way of example and not limitation, labor actions associated with or directed against a Sierra l,eone political party, or those that are directed against the Company or any of its management or other personnel as a part of a broader pattem of labor actions against companies or facilities with foreign ownership or management; radioactive contamination or ionizing radiation originating from a source in Sierra Leone or resulting from another Sierra Leone Political Event; any Iipse of Consent that shall have existed for thirty (30) or more consecutive Days; 905516't 26 53 a?
(e) (r) (e) any act or omission of GOSL or any subdivision thereot the Offtaker or any local authority in Sierra Leone which materially delays or impairs the Company's ability to import or export any goods or materials into or out of Sierra L,eone or transport any goods or materials in Sierra Leone; any Law coming into effect after the date of this Agreement (including any such Larv, in force at the date of this Agreement being changed, repealed or replaced); and any act or omission of a Public Sector Entity which is discriminatory against the Company in relation to the Project, including without limitation, the nationalisation, expropriation or compulsory acquisition of the Project in whole or part.
(iD any of the following events or circumstances that occurs outside Siena Leone and does not direcdy involve Sierra Leone including: (a) any act of war (whether declared or undeclared), invasion, armed conflict or act of foreign enemy, blockade, embargo, revolution, riot, insurrection, civil commotion, act ofterrorism, or sabotage; (b) (c) strikes, works to rule or go-slows that are widespread or nationwide (other than by employees of the Party claiming the same as Force Majeure); radioactive contamination or ionizing radiation originating from a source outside Sierra Leone and not falling within Section 15.1.2(i)(c); and 15,1.3 other events beyond the reasonable control ofthe affected Party, including: (D lir) an1, Lapse of Consent that shall have existed for less than thirty (30) ccnsecutive Days; and any strike, work-to-rule, go-slow, or analogous labor action that is not politically motivated and is rtot lvidespread or nationwide (other than by employees of the Party claiming the same as Force Majeure).
15.1.4 Force Majeure shall not include: (i) lack of funds due to any reason, including any commercial, economic or financial reason, such as, but not limited to, a Party's inability to make a profit or achieve a satisfactory rate of retum due to the provisions of this Agreement or changes in market conditions; (although the inability to use available firnds, due to any reason set out above in 15.1.1, 15.1.2 or 15.1.3, shall be regarded as Force Majeure); 9055t67 26 54 4 & .,1 (i) ' - late delivery of machinery or other materials or a delay in the .
peiformance by any supplier or Contractor, except where such late delivery or delay is itself attributable to Force Majeure; (iiD nolmal wear and tear or random flaws in materials and equipment or breakdowns in equipment; (i") hazards, including but not limited to the growth of trees, which can be reasonably anticipated in normal Offtaker operations and planned for as part of prudent Offtaker design, operations and maintenance activities; in relation to the Oftaker, a Sierra Leone Political Event; or (v) i;,, t , relation to the Oftaker, the lack of or insulTicient market for the I onward sale of electricity by the Offtaker.
15.1.5 For the avoiilance of doub!

Force Majeure for the Company includes events or circumstances (as provided in Section 15.1) which affect the Project but does not include any event, occunencc or matter to which Section 7.8 applies.

Section 15.2.

Notification and Oblieation to Remedy.
15.2.1 1s.2.2 In the event of the occurence ofForce Majeure that prevents, hinders or delays a Party from performing its obligations hereunder (other than an obligation to pay money), such Party shall: (i) notif, as soon as reasonably practicable (but in any event witll forty-eight (48) hours) the other Party in writing of such Force Majeure; (ii) not be entitled to suspend perfonnance under this Agreement for any grcater scope or longer duration than is required by the Force Majeure; (iii) its inability to perform and to resume full use all reasonable efforts to rem€dy performance hereunder as soon as practicable; (iv) give the other Party a second notice, describing the Force Majeure(s) in reasonable detail and, to the extent which can be reasonably determined at the time of such notice, providing a preliminary evaluation of the obligations affecte{ a preliminary estimate of the period of time that the affected Party shall be unable to perform such obligations and other relevant matters as soon as practicable, but in any event, not later than seven (7) Days after the initial notice ofthe occurrence ofthe Force Majeure(s) is given by the affected Party; (v) keep such other Party apprised of such efforts on a reasonably continuous basis; and (vi) provide written notice of the resumption of performance heieunder.
Notwithstanding the occurrence of Force Majeure, the Parties shall perform their obligations under this Agreement to the extent the performance ofsuch obligations is not inrpeded by the Force Majeure.
t Faildle by the affected Party to have given written notice ofForce Majeure to the othei Party within the forty-eight (48) hour period required by Section 15.2.1 shall not prevent the affected Party from giving such notice at a later time; that in such case the affected Party shall not be excused orovided, howe pursuant to Section 15.3.1 for any failure or delay in complying with its obligations under or pursuant to this Agreement until such notice has been given.
If such notice is given within the forty-eight (48) hour period required by Section 15.2.1, the affected Party shall be excused for such failure or delay 9055t67.26 55 Co pursuant to Section 15.3.1 from the date of commencement of the relevant Force Majeure.

Section 15.3.
Section 15.3.

Conseouences of Force Majgure 15.3.1 Subject to Section 15.3.2, neither Party shall be responsible or liable for, or deemed in breach ofthis Agreement because of any failure or delay in complying with its obligations under or pursuant to this Agreement which it cannot perform due solely to one or more events ofForce Majeure or its or their effects or by any combination thereof.

For the avoidance of doub!


the Company shall be deemed una$ to perform due to Force Majeure if a Force Majeure event prevents, hinddrs or delays the Company supplying elecsic enerry in accordance with Artiile IV once the Company has used such amounts of the electric enerry produced at the Complex as it requires for the operation of the Project (including the Ethanol Production Facility and the Complex).
The periods allowed for the performance by the Parties of such obligation(s) shall be extended on a day-for- day basis for so long as one or more Force Majeure events continues to affect materially and adversely the performance of such Party of such obligation(s) under or pursuant to this Agreement; provided.
however, that no relief shall be granted to the Party claiming Force Majeure pursuant to this Section 15.3 to the extent that such failure or delay rvould have nevertheless been experienced by that Party had such Force Majeure not occurred, and gq1i!!g!

further.
further.

that (subject to Section 17.2(xii)) either Party may immediately terminate this Agreement without further obligation if Force Majeure delays or prevents a Party's performance for a period greater than twenty four (24) Months in which case if the Company has terminated this Agreement due to a Force Majeure event affecting the Offtaker, the Offiaker shall within thirty (30) Days pay to the Company Compensation Amount.
15.3.2 If the Company is unable to deliver to the Offiaker, or the Offtaker is unable to receive, electrical enerry during: (i) a Sierra Leone Political Event; and/or (ii) any Force Majeure event affecting the Offtaker; the Oftaker shall be obligated to make Payments as if the Company had delivered to the Offtaker deemed Daily Nominations in accordance with Section 7.4 for each Day (or portion thereof), calculated on the basis of the average of Daily Nominations for the preceding Year (or First Year, as applicable), as follows: immediately, following the occurrence ofa Sierra l,eone Political Event; (D (ii) !
on and from the thirtieth (30th) Day following the occurence ofa Force ' Majeure event which a Reasonable and Prudent Operator acting in accordance with Prudent Utility Practice could remedy; or (iiD on and from the ninetieth (90th) Day following the occurrence ofa Force Majeure event which a Reasonable and Prudent Operator acting in accordance with Prudent Utility Practice could not remedy, until the end of the occurrence of the Siena Leone Political Event or the Force Majeure Event (as applicable), in which case each Party's obligations under the terms ofthe Agreement (including in respect of Payments) shall continue.
9055161 .26 56 e 15.3.3 If there is a dispute between the Parties as to the whether a Force Majeure event qualifies under either Section 15.1.I(ii) or Section 15.1.1(iiD then the Offtaker shall resume payments to the Company, pursuant to Section 15.3, forty-five (45) Days following the occurrence ofthe Force Majeure event.
15.3.4 Following an occutrence of a Force Majeure event, the Offiaker shall use its best endeavours to take an amount of electrical enerry equivalent to the deemed Daily Nominations not supplied in the periods referred to in Section 15.3.2 so as to restob the Company to its original position as if no Force Majeure event had occurred.
15.3.5 The term of this Agreement shall be extended by any period up to a maximum of the period of time by which either Party is prevented, hindered or delayed in performing its obligations or exercising its rights under or pursuant to this Agreement due to Force Majeure.

Section 15.4.
Section 15.4.

Non-comp liance with MOUA 15.4.1 Notwithstanding any other provision of this Agreement, the Company shall not be considered to be in breach of this Agreement to the extent that any failure by the Company to comply with aay provision of this Agreement results from any failure by GOSL to comply with the MOUA.

9055167 .26 51 a& Section 16.1.


Taxes ARTICLE XVI TAXES Subject to any exemptions granted or agreed in favour of the Company, all present and future national, local or other lawful Sierra Leone taxes, duties, levies, or other impositions applicable to the Company, the Complex, the Project and the Company's other ass€ts shall be paid by the Company as and when required under the Laws of Sierra Leone.
Ail present and future national, local or other lawful Sierra Leone taxes, duties, levies, or other impositions applicable to the Oftaker arising from or in connection rvith its rights and obligations under this Agreement shall be paid by the Offtaker as and when required under the Laws of Sierra Leone.

90551.6'1.26 53 ,2 ARTICLE XVII DEFAT]LTS AND TERMINATION Section 17.1.
Events of Event of Each of the following events shall be events of default by the Company (each a , which, if not cured within the time permitted (if any) under Section 17.3, shall give rise to the right on the part of the Offtaker to terminate this Agreement pursuant to Section 17.4; pfqvide{ however.
that no such event shall be a Company Event of Default hereunder if it results from a breach by the OIftaker of this Agreement or if it occurs as a result of an event of Force Majeure (but without prejudice to Section 15.3): (D (iD any failurc by the Company to make any payment or payments required to be made by it under this A$eement on or by the due date for payment; except for the purpose of amalgamation, reorganization or reconstruction (provided that such amalgamation, reorganization or reconstruction does not affect the ability of the amalgamated, reorganized or reconstructed entity, as the case may be, to perform its obligations under this Agreement), the occurrence of any of the following events: (a) the passing ofa resolution by the owners of the Company for the winding up of the Company; (b) the admission in writing by the Company of its inability generally to pay its debts as they become due; (c) the appointment of a provisional manager, trustee, liquidator or similar person in a winding up proceeding after notice to the Company and due hearing; or (d) the making by a court with competentjurisdiction over the Company ofan order rvinding up the Company; (iiD any statement, representation or waranty by the Company in this Agreement proving to have been incorrect, in any material respect, when made or when reaffrmed and such incorrect statement, representation or warranty having a material adverse effect on the Company's ability to perform its obligations under this Agreement or having a material adverse effect on the rights or obligations of the Offtaker under this Agreement; (iv) persistent tampering in violation of Section 9.6 by the Company rvith the Metering System or the Check Metering System; (v) the assignment or transfer by the Company of its rights and obligations under this Agreement in breach of Section 19.l; (vi) any other material breach by the Company of this Agreement, which breach has a material and adverse impact on the Offiaker; and/or (viD petsistent, intentional and prolonged failures by the Company to deliver to the Offtaker at the Interconnection Points any Net Enerry Output of rhe Complex in accordance with Oftakeds valid dispatch instructions under Section 7.5 (and for the avoidance of doubt in no other circumstances, including any temporary failure to deliver enerry, shall a 9055167 _26 59 q L/ Company Event of Default arise in respect of a failure by the Company to deliver enerry to the Offiaker under this Agreement).
Section 17.2.
Offtaker Events of Default Each ofthe following events shall be events of default by the Offiaker (each an "Offtaker Event of Defaulf'), which, if not cured within the time permitted (if any) under Section 17.3, shall give rise to the right on the part ofthe Company to terminate this Agreement pursuant to Section 17.4; provided, however, that no such event shall be an Offiaker Event of Default hereunder if it results from a breach by the Company of this Agreement or if it occurs as a result ofan event of Force Majeure (but wilhout prej udice to Section 15.3): (D except for the purpose of amalgamation, reorganization or reconstruction (provided that such amalgamation, reorganization or reconstruction does not affect the ability of the amalgamated, reorganized or reconstructed eltity, as the case may be, to perform its obligations under this Ageement), the occurrence of any of the following events: (a) the passing of a Law or resolution of the shareholders of the Successor 'Utility for the rvinding up of the Offtaker or an amendment to the Oftake/s porvers and functions such that it would cease to be able to perform its obligations under this Agreemen!
including any repeal ofthe statute creating the Successor Utility; (b) the admission in writing by thc Offtaker of its inability generally to pay its debts as they become due; (c) the appointment of a provisional manager, trustee, liquidator or similar person in a winding up proceeding after notice to the Offtaker and due hearing; or (d) the rnaking by any court with competent jurisdiction over the Olftaker ofan order winding up the Offtaker; ' (iD any failure by the Offtaker to make any payment or payments required to be made by it under this Agreement on or by the due date for payment; (iii) the assignment or transfer of this Ageement by the Offtaker or an assignment, transfer or acquisition by the Oftaker in breach of Section 19.1; (iv) persistent tampering by the Ofllaker or its Contractors with the Metering System or the Check Metering System; (v) any statemenl r€presentation or warranty made by the Offtaker in this Agreement proving to havo been incorrect, in any material respec!
when made or when reaffirmed and such incorrect statement, representation or warranty having a material adverse effect on the Offtakcr's ability to perform its obligations under this Agreement or having a material adverse eflect on the rights or obligations of the Company hereunder; (ui) failure by the Offiaker to comply with the requirements of Article XI ' where applicable; (vii) failure by the Offiaker to comply with the requirements of Section 2.2; 905516',7.26 60 (viii) (ix) (x) (xi) (xii) any material default by the GOSL under the MOUA, which default has not been remedied by the GOSL within thirty (30) Days after delivery by the Company to the GOSL of a copy of the notice sent by the Company to the GOSL, which notice shall state that a material default has occuned under the MOUA and is continuing and identifo the breach or default in question in reasonable detail; any material default by the GOSL under the Guarantee; any material default by GOSL under the Tax Incentive Agreement; an1, material default by the OIftaker under the Letter of Credit; any material breach by the Offiaker of this Agreement, which breach has a material and adverse impact on the Company; (xiii) termination of the Water Ex$action Licence due to default by GOSL or any of its successors or assigns to the Water Extraction Licence; (xiv) any Sierra Leone Political Event within any of paragraphs (a), (b), (c), (d), (e), (0 or (g) ofthe definition of Siena Leone Political Event delays or prevents the Company's performance for a period greater than twelve ( l2) Months; and/or (xrn) any material default by either the NPA (or the Successor Utility, if applicable) or the Offtaker under the Collection Account Bank Agreement.
Section ; 7.3.

Notice and Cure 17 .3.1 17.3.2 ln the case ofa Offiaker Event of Default or a Company Event of Default (each, an "Eyg4loiDgfa!8), as the case may be, set forth in Section 17.1 or Section 17 .2, the non{efaulting Party may deliver a notice ('\s!

!99_o[ !gtaU!!")

to the defaulting Party.
Following a Notice of Default, the defaulting Party shall have thirty (30) Days to cure the Event of Default if that default (i) is capable of being cured and (ii) has not arisen under Section 17.2(viii), Notwilhstanding the preceding sentence, if the Event of Default is (i) not a default in making payment (and has not arisen under Section 17.2) and (ii) incapable of being cured within thirty (30) Days, the defaulting Party may request from the nondefaulting Party an additional period of thirty (30) Days to cure the Event of Defaulq and the non{efaulting Party shall be deemed to grant such request.
17.3.3 Following a Notice of Defaulg the defaulting Party shall furnish to the non- defaulting Pafiy, during any cure period, Weekly reports on its progress in curing thc Event of Default.
17.3.4 Upon occurence of an Event of Default that is not cured within the applicable period (if any) for cure, the nondefaulting Party may, at its option, terminate this 9055167 .26 6t b ) Agreement by delivering to the defaulting Party a w tten notice ('1!E[!99- o:[ of its intent to terminate this Agreement and specifring in Intent to Terminate reasonable detail the Event of Default giving rise to the Notise of Intent to Terminate, and this Agreement shall terminate.

Section i 7.4.
Section i 7.4.

Riehts and Remedies Uoon an Event of Default 17.4.1 lfa Company Event of Default has occurred and the Company Event of Default has not been cured within the period specified in Section 17.3, the Offtaker, in its sole discretion, may take any or all ofthe following actions: (i) .
(ii) sutrject to any rights of the Lenders under the Direct Agreemenq terminate this Agreement by delivering written notice to the Company pursuant to Section 17.3.4; and/or proceed in accordance with Article XVIII to protect and enforce its rights, to recover any damages to which it may be entitled (including all costs and expenses reasonably incurred in the exercise of its remedy).
These rights and remedies shall not be exclusive but, to the extent permitted by Law, shall be cumulative and in addition to all other rights and remedies existing at Law, in equity or otherwise; provided, however, that the Offtaker may seek to exercise such rights and remedies only in accordance with the procedures set forth in Article XVIII.

The Offtaker may exercise each right and remedy afforded by this Agreement or by Law from time to time and as often as may be deemed expedient by the Offtaker.
No delay by, or ornission of, the Offtaker to exercise any right or remedy arising upon any Company Event of Default shall impair any such right or remedy or constitute a rvaiver of such event or an acquiescence thereto.
17.4.2 lf an Offtaker Event of Default has occurred and the Oftaker Event of Default has not been cured within the period specified in Section 17.3, the Company, in its sole discretion, may take any or all of the following actions: (D terminate this Agreement by delivering written notice to the Offtaker, in which event the Offiaker shall rvithin thirty (30) Days pay to the Company the Compensation Amount; (iD suspend delivery of electrical enerry from the Complex; (iiD (ir) jrarv on the Lrtter of Credit; and proceed in accordance with Article XVIII to protect and enforce its righs and to recover any damages to rvhich it may be entitled (including all costs and expenses reasonably incurred in the exercise of is remedy).
These rights and remedies shall not be exclusive but, to the extent permitted by Law, shall be cumulative and in addition to all other rights and remedies existing at Larv, in equit5r or otherwise; provided.

however.

that the Company may seek to exercise such rights and remedies only in accordance with the procedures set out 9055t6',1 .26 62 ( & in Article XVIII.
The Company may exercise each right and remedy afforded by this Agreement or by Law from time to time and as often as may be deemed expedient by the Company.

No delay by, or omission of, the Company to exercise any right or remedy arising upon any Offtaker Event of Default shall impair any such right or remedy or constitute a waiver of such event or an acquiescence thereto.

Section 17.5.
Section 17.5.

Remedies in the Event of Certain Defaults Notwithstanding any of the provisions in Section 17.3 and Section 17.4, in the event ofa Offtaker Event of Default as described in Section 17.2(ii), the Company shall have the right, immediately, to suspend the delivery of electrical energr from the Complex and to draw upon the l,etter of Credit and/or Collection Account provided under Section 11.2 and Section I l 3 (where any Advance Payment Amount has been deposited).

Secticn 17.6.
Secticn 17.6.

Oblieations Uoon Expiration or Termination Subject to Section 17.7.2, upon expiration or termination of this Agreement, the Parties shall have no further obligations or liabilities hereunder except for those obligations and liabilities that: (i) arose prior to such termination, or (ii) expressly survive such expiration or tennination pursuant to Section 3.3 or Section 21.15.

Section 17.7.

Compensation Amount 17.7.1 Subject to Section Error!
Reference source not found., the "Compensation Amount" shall be calculated as (i): the sum of the payments that would be due to the Company from the date of termination until the end of the Term if the Complex were to have made available 90,000MWh each Year, adjusted pro-rata in respect of a part year, of that period (the "Availabilitv Pavments"), discounted to the date of payment at a discount rate (nominal) of eight per cent (8%) per annum in respect of each Year (or First Year, as applicable) up to and including the l0th Year after the Commercial Operations Date and fifteen per cent (15%) in respect of each Year trereafter up to and including the 20th Year after the Commercial Operations Date; less (ii) the net present value of any future fixed operation and maintenance costs which the Company will no longer be required to pay as a result of termination of this Agreement.
The Availability Payments shall be calculated based on the Availability Charge or, if applicable revised Availability Charge pursuant to Schedule 6 (and only from the date when such revised Availability Charye is to come into force pursuant to Schedule 6).

The Parties acknowledge and agree that the calculation ofthe Compensation Amount under this Section 17.7.1 is a genuine pre-estimate of the Company's losses at the time of entering into this Agreement.
17.7.2 Where the Offtaker has paid the Compensation Amount in full the provisions of Section 3.3 shall apply.

17.7.3 Ifthe Company terminates this Agreement pursuant to Section 17.2(xiv) due to an event falling within paragraphs (a) or (b) ofthe definition ofSierra Leone 9055167.26 63 C Political Even!
then the Compensation Amount payable to the Company by the Oftaker shall: (i) in the event that Repayment Instalments remain payable by the Company to the Lenders under the Finance Documents on the date of termination of this Agreement, be the aggregate amount of the Repayment Instalments which remain outstanding under the Finance Documents on the date of tcrmination of this Agreement (as notified by the Lenders to the Offtaker in writing); or (ii) in the event that all Repayment Instalments fiom the Company to the Lenders under the Finance Documents have been paid on the date of termination ofthis Agreement, be zero (0).
9055167 .26 @ e & r) ARTICLEXVIU RESOLUTION OF DISPIITES Section 18.1.

Mutual Discussions 18.1.1 If any dispute or difference of any kind whatsoever shall arise between the Oftaker and the Company in connection with, or arising out of, this Agreement (save for any dispute as to the interpretation or implementation of Section 18.2 to -8.?
hereof), the Parties shall attempt in good faith to settle such dispute in the first instance within thirty (30) Days by mutual discussions between the Company and the Oftaker, which may include referring the dispute to the Operating Committee for resolution within such thirty (30) Day period.
18.1.2 Sections 18.2, 18.3 and 18.4 apply to any claim, dispute, disagreement, controversy or difference of any kind between the Parties arising out of or in connection with this Agreement (a "Dispute") and which has not been resolved follo'xing the procedures set out in Section 18.1.1.

That includes, without limitation, any question about this Agreement's existence, validity or termination.

Section 18.2.
Section 18.2.

Referral to an Expert 18.2.1 lf the Dispute cannot be settled within the period allowed in Section 18.1 and: (D (iD referral to an expert is required by Section 7.14.5, Section 9.5 or Section 12.4, or the Padies otherwise agree in writing; then, in each case, the Dispute shall be referred to an expert for determination.

18.2.2 Either PaO'may give notice to the other Party of its intention to so refer the Dispute.
The Party giving that notice is referred to herein as the applicant ("Apnlicanf').

and the Party to whom such notice is given is refertud to herein as the respondent (,"Respondent").
otice of Intention to Re 18.2.3 A Notice of.Intention to Refer shall include, inter alia: (rj (ii) a description ofthe Dispute; the grounds on which the Applicant relies in seeking to have the DisPute determined in its favor; and (iii) all written material which the Applicant proposes to submit to the expert; provided however.
that this Section 1E.2.3 shall not be construed so as to prevent the Applicant from using or producing fu(her written material which comes into existence or comes to the Applicant's attention after the Notice of lntention to Refer is given bug in such event, the Respondent shall be allowed a reasonable time to respond thereto.
9055t67 .26 65 C & 18.2.4 The Respcndent shall within fourteen (14) Days after service of the Notice of Intention to Refer, give to the Applicant a notice ('&l!i99_ o;[_l]ql!9Euen jo Defend") of intention to defend which shall include, inter alia: (D the grounds upon which the Respondent relies in seeking to have the .

question determined in its favor; and 18.2.5 (iD all written material that the Respondent proposes to submit to the expert; orovided.

however.
however.

that this Section 18.2.4 shall not be construed so as to prevent the Respondent from using or producing further written material which comes into existenc€ or aomes to the Respondent's attention after the Notice of lntention to Defend is given but, in such event, the Applicant shall be allowed a reasonable time to respond thereto.
If within fourteen (14) Days after service of a Notice of Intention to Defend, tle Parties have agrced on an expert and on the terms under which the Dispute shall be referred, the Dispute shall be so referred.
In the event thal the Parties are unable within fourteen (14) Days after service of a Notice of Intention to Defend to agree upon an expert to be appointed hereunder or upon the terms of such expert's reference or both, then either Party may the UK Institute of Mechanical Engineers to appoint an expert, and the terms of reference of such expert's appointment shall be those set out in the Notice of Intention to Refer and the Notice of Intention to Defend; provided.

however.
however.

that no expert appointed pursuant to this Section 18.2 shall be a national of the jurisdiction of either Party to this Ageement or of the jurisdiction of any of the Shareholders (nor shall such expert be a former employee or agent ofany such person).
18.2.6 Within three (3) Days of the appointment of the experg the expert shall nominate a time and place in the Sierra Leone for a hearing of the Padies regarding the Dispute, -rvhich time shall not be more than fourteen (14) Days after the expert's appointrn3nt.

18.2.7 The Parties shall not be entitled to apply for discovery of documents but shall be entitled to have access to the other Party's records and data in accordance with Section 7.14.8.
18.2.8 At the time nominated for the hearing, each Party must appear before the expert and present its case.

18.2.9 The expert must render his decision on the Dispute as soon as possible after completion ofthe hearing and must forthwith advise the Pa(ies in writing of his determination and his reasons therefor.

18.2.10 The proceedings shall be without prejudice and any evidence given or statements made in the course of the hearing may not be used against a Party in any other proceedings.
9055167.26 66 Cc l8.2.l1The proceedings shall not be regarded as an arbitration and the laws relating to commeicial arbitrations shall not apply; plevldg{ however.

that the expert shall resolve the Dispute in accordance with the Laws of Sierra Leone.

i8.2.12Once a dispute is referred to an expert, the expert may shorten any of the time periods required by this Section 18.2 if, in the expert's bestjudgnent, the Dispute requires expeditious resolution.
18.2.13 The decision of the expert shall be final and binding upon both Parties upon the delivery to them of the expert's writte[ determination, save in the event of fraud, serious mistake or miscarriage.

18.2.14If the expert does not render a decision within a period of thirty (30) Days ofhis appointment or such longer or shorter period as the Parties may agree in writing, either Party may, upon giving notice to the other, terminate such appointmen!
and a new expert shall be appointed who shall resolve the dispute in accordance with the provisions ofthis Section 18.2.

18.2.15 If the dispute is not resolved by one or more experts within three (3) Months after the receipt by the Respondent of the Notice of lntention to Refer, then either Party may refer the dispute for arbitration in accordance with this Agreement.
18.2.16 The costs of enqaging an expert shall be borne equalty by the Parties and each Party shall bear its own costs in preparing materials for, and making presentations to, the expert.

18.2.1?
18.2.1?

The failure ofany Party to comply with the provisions and time periods set out in this Section 18.2 shall not prevent (i) the expert from proceeding; and/or (ii) any Parg fror.n requesting that the expert proceedings be terminated and the mafter referred immediately to arbitration in accordance with Section 18.3, except for matters specified herein as only eligible for referral to an expert.

Section 18.3.
Section 18.3.

Reference to Arbitration 18.3.1 Disputes This Section applies to any Dispute which has not been resolved following the procedures set out in Section 18.1 an4 ifapplicable, Section 18.2.
18.3.2 Reference to arbitration All Disputes shall be referred to and finally resolved by arbitration in London before three arbihators under the Intemational Centre for Settlement of Investment Disputes Convention, Regulations and Rules from time to time in force (the ICSID Rules), or if the Republic of Sierra Leone has ratified the New York Convention, the Rules of Arbihation of the International Chamber of Commerce from time to time in force (the ICC Rules).
This Section incorporates the ICSID Rules or the ICC Rules, as applicable, except where they conflict with its express terms.

Rule 9(5) ofthe ICC Rules and rule 39 ofthe ICSID Rules shall not apply.

9055161 .26 67 a2 18.3.3 The Offtaker acknowledges that for the purposes of the Washington Convention: (i) (iD it is a Govemment entityt and this Agreement is a contract which concems an investsnent.
18.3.4 Appointing arbitrators (i) (iD Each Party shall nominate an arbitrator in the Request for Arbitration or Answer as the case may be.

ln the event that there are multiple claimants and/or multiple respondents, all claimants and/or all respondents shall attempt to agree upon their respective appointment(s).
If such Party or multiple Parties fail to nominate an arbitrator within or at the same time as serving their Request for Arbitration or Arswer as the case may be, an arbitrator shall be appointed on its or their behalf by the .

Chairman of the ICSID Administrative Council in accordance with the ICSID Rules, or if applicable, the President of the ICC Court in accordance with the ICC Rules.
In such circumstances, any existing or future nomination or confirmation ofthe arbitrator chosen by the Party or Parties on the other side ofthe proposed arbitration shall be unaffected.

(iiD The Parties must then seek to agree on and nominate a third arbitrator to act as Chairman within fourteen (14) Days after confirmation of the second arbitrator's appointment.

Failing agreement between the Parties the two arbitrators already appointed must within fourteen (14) Days nominate the third arbihator.
tf any of the Parties fail to nominate an arbitrator or the two arbitrators already appointed fail to nominate the Chairman, the appointments shall be made by the Chairman ofthe ICSID Administrative Council in accordance with the ICSID Rules, or if applicable, the President of the ICC Court of Arbitration in accordance with the ICC Rules.

18.3.5 Language The proceedings shall b€ conducted in the English language.
All documents submi$ed in the arbitration shall be in the English language or, if in another language, be accompanied by a certified English translation.

18.3.6 No appeal None ofthe Parties may appeal to any court on a question of Law arising out of an award made in the arbitration.

The Parties irrevocably waive any rights of appeal they might otherwise have had.
18.3.7 Enforcement (i) The award shall be final and binding on the Parties or anyone claiming tkough or under them and judgment rendered on the award may be entered in any court having jurisdiction or application may be made to such court for judicial 9055t67 .26 68 L :?

acceptance of the award and an order of enforcement as the case may be.
The award shall be enforced in Sierra Leone, notwithstanding (i) any Laws of Siera Leone to the conhary, or (ii) ifsuch award is deemed to be unenforceable under the Foreign Judgment (Reciprocal Enforcement) Act.

18.3.8 The Company irrevocably and unconditionally agrees it shall not be entitled to, and shall no!
take any action to enforce a judgnent or arbitral award against any bank account held by GOSL (including any of its diplomatic or consular missions) within a period of45 Days from the date of such judgment or award or such longer period granted to GOSL in thejudgrnent or award to meet the same.

Section 18.4.
Related Disoutes 18.4.1 If more than one arbitration is commenced under either: (i) this Agreement; or (ii) this Agreement and any separate agreements related to this Agreement ("Related Aqreements"); and any party contends that two or more arbitrations are substantially related and/or involve the same parties and that the issues should be heard in one proceeding, the Arbitral Tribunal appointed in the firsrfiled of such proceedings shall have the power to determine whether, in the interests ofjustice and efficiency, the whole or part of the matters at issue should be consolidated before that Arbitral Tribunal upon such terms or conditions as the Arbitral Tribunal thinks fit.
18.4.2 The Related Agreements shall include (but are not limited to) the Project Agreements, the Tax Incentives Agreement and the Water Extraction Licence.

18.4.3 'the Parties expressly accept that any Dispute under this Ageement may accordingly be disposed of in the same arbitration proceedings as any other dispute arising under another Related Agreement, even in tlre presence of parties other than the Parties to this Agreement.

Section 18.5.
Waiver of Sovereien Immunity 18.5.1 The GOSL unconditionally, irrevocably and notwithstanding any Law: (D (iD agrees that the execution, delivery and perfornance by it of this Agreement and those agreements included in the Project Agreements to which it is a Party constitute private and commercial acts rather than public or govemmental actsl agrees that, should any proceedings be brought against it or its assets other than assets protected by the diplomatic and consular privileges in any jurisdiction in relation to this Agreement or any transaction contemplated by this Agreemen!
no immunity from such proceedings shall be claimed by or on behalf of itself or with respect to its assets (other than Excepted Assets); (iii) waives any requirement under the State Proceedings Ac!
2000 for a claimant under this Agreement to give prior notice before bringing a claim against GOSL; 9055167.15 69 (iv) consents generally, in respect of the enforcement of any arbitral award (whether by judgnent or otherwise) against it in ary such proceedings in any jurisdiction to the giving of any relief or the issue of any process in connection with such proceedings (including the making, enforcement or execution against or in respect of any property other than Excepted Assets whatsoever irrespective of its use or intended use); (v) agrees that judgements made in any countr5r in relation to this Agreement shall be registered in Sierra Leone; (vi) consents generally to the jurisdiction, with respect to itself and any and all of its assets and property that it now has or may hereafter acquire, of any court of competent jurisdiction for any action filed by the Company to enforce any arbitral award or decision made pursuant to arbitration conducted in accordance with Section 18.3; (viD (viii) waives any objection that it may now or hereafter have to the venue of any action or proceeding brought as consented to in this Section 18.5.1 and specifically waives any objection that any such action or proceeding has been brought in an inconvenient forum and agrees not to plead or claim the same; agrees that service of process in any such action or proceeding may be effeated in any manner permitted by the Larv applicable to the aforementioned court, or in the manner specified in Section 18.6: and (ix) waives any and all rights it may have to enforce any judgment or claim against the Excepted Assets in the courts of any jurisdiction.
18.5.2 For the avoidance of doubt, any dispute or difference between the Parties as to whether either Party has complied with this Section 18.5 shall be referred for determination under Section 18.3.

Section 18.6.
Section 18.6.

Service of Process With respect to any proceedings for enforcement of an award pursuant to this Article XVItr against assets of either Party brought in the courts ofthe Republic of Siena Leone, the Parties agree that service of process in any such action or proceeding may be effected in any manner permifted by the Law applicable to the aforementioned court.

Section 18.7.
Section 18.7.

Continued Performance Unless this Agreement is already terminated, the Parties shall continue to comply with their obligations under this Agreement regardless of the nature of the dispute and notwithstanding the referral of the dispute to arbitration or expert pursuant to this Article 18.. 90s5167.26 10 a Section 19.1.
Right to Assignment ARTICLE)(IX ASSIGNMENT 19.1.1 The Company may assign or transfer, as security or otherwise, its rights or obligations under, pursuant to or associated with this Agreemen!
either: (D with the prior written consent of the Ofraker, such consent not to be unreasonably withheld, and subject to any Consents required from the Offtaker under the MOUA for such assignment and/or transfer; or (iD in the case of an assignment or transfer by way of security in favour of Lenders to the Company in relation to the Project or any part thereof.

19.1.2 Except as provided in Section 19.1.3, the GOSL may not transfer its rights and obligations under this Agre€ment.
19.1.3 The rights and/or obligations of the GoSL in its capacity as Offtaker under this Agreement may only be transferred and/or assigned: (D tom the GOSL to the Successor Utility in connection with any restructuring of the electricity supply industry in Sierra Leone prescribed by Law; and (ii.r provided that the Successor Utility shall by the Transfer Date: (a) have the fmancial ability and technical competence to perform all ofthe Oftakefs obligations and duties under this Agreement; (b) have all necessa5/ Consents and approvals and is otherwise legally authorised to carry out the Offtaker's obligations under this Agreement; (c) be in compliance with all the representations and warranties under Section 6.3; have fulfilled the obligations under Article XI; (d) (e) be the beneficiary of the transfer or assignment of all Finance Documents; and (0 have provided a letter of credit in favour of the Company in an amount equal to the Advance Payment Amount issued or confirmed by an intemational financial institution and on terms acceptable to the Company.
19.1.4 it shall be a condition of any transfer by GOSL of its rights and obligations as Offiaker dnder this Agreement that it retains its obligations to procure as provided in Section 11 and GOSL agrees to enter into (at GOSL'S cost) such 9055t67.26 7t ,?

agreements or other documents as the Company may reasonably require to effect or otherwise acknowledge the same.
i9.1.5 For the avoidance of doubt, if GOSL's rights and/or obligations under this Agreement are assigned or transferred as set out in Section 19.1.3, the Guarantee shall immediately come into full force and effect.

19.1.6 Following the Transfer Date, the rights and/or obligations of the GoSL in its capacity as Offiaker under this Agreement may only be transferred or otherwise assigned with the Company's consen!
such consent not to be unreasonably withheld, taking account ofthe factoN set out in Section 19.1.3.

19.1.7 The GOSL Guarantor may not assign or transfer its rights and/or obligations under, pursuant to or associated with this Agreement.

9055167.26 '12 Section 20.1.


Address for Notices ARTICLE XX NOTICES All notices and other communications required or permitted between the Parties by this Agreement shall be in English, in writing and hand delivered, or sent by pre - paid post or by facsimile to the address or number ofthe Party concerned as set forth below.
No communication shall be effective until received and such shall be deemed to have been received: by hand when so delivered; (i) (ii) by an intemationally-recogrized and reputable priority courier four (4) Days after posting, subject to proof of posting; (iiD bv facsimile, where receipt of the transmission occurs before 17:00 recipient's time on a Business Day and recipient receives a transmission confirmation or otherwise acknowledges transmission, upon receipt of transmission, or if receipt of the facsimile transmission occurs after l7:00 recipient's time and recipient receives a transmission confirmation or otlerwise acknowledges transmission, the next succeeding Business Day.
If to the Offiaker: National Power Authority Altn: General Manager, Joe Ben Davies Electricity House, Freetown, Sierra Leone e-mail: C-qcberdavig!@hetm4ll.oelq).

IIrq-llclelspaly: Addax Bioenerry (SL) Ltd Attln:.


Nikolai Gernann 33 Rue de la Synagogue CH - 1211 Gendve 12 Switzerland Fax: +41 58 702 99 80 e-mail : nikolai.eermann@addaxbioenerw.com Addax Bioenergr (SL) Limited Ann: John Moult, Gen*al Manager 4 Liverpool Street PO Box 610 9055167.26 13 c.^e Freetown Siena Leone Fax: +232 22 293 10 e-mail: John.Moult@addaxbioenercv.com Section 20.2.
Chanee of notice Either Party may change its nominated address to another address by giving at least twenty one (21) Days prior written notice to the other Party in accordance with Section 20.t.

9055167 .26 7t 2- ARTICLE )Oil I\{ISCELLANEOUS PROVISIONS Section 21.1.

Variations in Writin Subject to the provisions of Schedule 6, no change may be made to this Agreement unless it is in v,riting and signed by the authorised representative of both Parties.

Section 2l .2.
Section 2l .2.

Entire Agreemelt 21.2.i This Agreement and all Schedules thereto and the Project Agreements and MOUA constitute the entire agreement ofthe Parties relating to its subject matter.

If there i. a conflict between the terms of the MOUA and this Agreemen!

the terms oftilii Agreement shall prevail.

21.2.2 Each Party agrees that it is not, in entering into this Agreemen!
relying on and shall i:ave no right of action against the other Party in respect of any pre- contractual representation, which is not expressly set out in this Agreement.

Section2l.3.

Severability If any term of this Agreement is finally declared to be invalid, the other terms shall not thereby be affected or impaired and shall continue in ful force and effect.
In such event, the Parties shall in good faith seek to negotiate valid substitute terms which will as nearly as possible preserve the commercial balance between them.

Section 21.4.

Waivers No delay or omission of any Party in exercising any right, power or remedy provided by Law or under this Agreement shall impair such righg power or remedy or operate as a waiver thereof.
The single or partial exercise of any right, power or remedy provided by [.aw or under this Agreement shall not preclude any other or further exercise thereof or the exercise of any other right, power or remedy.

Section2l.5.

Confidentialitv 21.5.1 Each of the Parties shall hold in confrdence all documents and other information, whether technical or commercial, relating to the Project, or the Complex that is of a confidenlial nature and that is supplied to it by or on behalf of the other Parg.
The Party receiving such documents or information shall not publish or otherwise disclose 1t,em or use them for its own purposes.
The confidentiality obligation in this Section 21.5.1 shall not apply in respect of disclosure by a Party to (i) its professional advisers, Lrnders (including potential lenders) and/or investors in reiation to the performance or exercise of that Party's rights and/or obligations under this Agreement or (ii) any expert or arbitrator appointed pursuant to tle terms of this Agreement.
21.5.2 The provisions of Section 21.5.1 shall not apply to any information: (i) which is or becomes available to the public other than by breach of this Agreement; (ii) which is in or comes into the possession of the rec€iving Parly prior to the 9055t6't .26 15 c ?
aforesaid publication or disclosure and which was not or is not obtained under any obligation of confidentiality; (iii) which was or is obtained from a third party who is free to divulge the same and which was or is not obtained under any obligation of confidentiality; or (iv) which is required by Law or appropriate regulatory authorities to be disclosed; provided, however, that the Party supplying the information is notified of the requirement set forth in sub-Section (iv) at least fourteen (14) Business Days prior to such disclosure and the disclosure is limited to the maximum extent possible.
2-t.5.3 For the,avoidance of doub!

nothing herein contained shall preclude the use of provisions similar to those contained in this Agreement and the other agre€ments referred to herein in any agreements prepared and issued in connection with other projects.

Section 2l .6.

Successors and Assigns Reference to a Party, the Successor Utility, the Company or any other person includes its or their successors, permifted assigns and transferees pursuant to Section 19.

Section 21.7.
Conseouential Damages: LiabiliW Bevond Contract Neither Party shall be liable to the other Party in contract, tort, warranty, strict liability or any other legal theory for indirect, consequential, punitive or exemplary damages resulting from the performance of obligations or the exercise of rights under or pursuant to this Agreement; provided that this provision shall not in any way affect a Party's obligtions under or pursumt to Section 5.7, Section 10.2, Section 10.7, Section 14.1, Section 14.2, Section 15.3.2 or SCFIEDULE 6 or in respect of the Compensation Amount.
Neither Party shall have any liability to the other Party except pursuant to, or for breach of, this Agreement; plgylded, horvever.

that this provision is not intended to constitute a waiver of any rights of one Party against the other with regard to matters unrelated to this Agreement or any activity not contemplated by this Agreement.

Section 21.8.
Section 21.8.

No Third Party Beneficiaries This Agreement is intended solely for the benefit of the Parties hereto and, except for rights expressly granted to other persons, nothing in this Agreement shall be construed to create any duty to, standard of care with reference to, any liability to, or any right of suit or action in, any person not a Party to this Ageement.

Sectio,r2l.9.
Sectio,r2l.9.

Atfirmation 21.9.1 The Company and the Oftaker each declares and aflirms, each on its own behalf, that it has not engaged and will not engage, directly or through an agent, in Comrpt Practices, Fraudulent Practices, Collusive Practices, Coercive Practices, or Obstructive Practices in competing for this Agreement or during the procurement, execution or performance of this Agreement, and that it will not in the future engage in such practices relative to this Agreement 9055t67.26 16 e ?
... tt 21.9.2 The Company and the Oftaker each declares and afltrms, each on its own behalf, that it shall in the future not pay any bribe, pay-off, kick-back or unlawful commission during the term of and relative to this Ageement.

Section 21.10.

Goveming Law This Agreement is governed by and shall be construed in accordance with the Laws of Sierra Leone.

Section 2l.l 1.
Section 2l.l 1.

Relationship fo the Parties This Agreement shall not make either of the Parties partners orjoint ventures one with the other, nor make either the agent of the other.

Neither Party shall have any righ!

power or authority to enter into any agreement or undertaking for, or act on behalf of, or to act as or be an agent or representative of, or otherwise bind, the other Party.

Section 21.12.
Section 21.12.

Countemarts This Agreement may be executed in two (2) or more counterparts, each of which when executed shall be an original, but all the counterparts together shall constitute one document- Section 21.13.
Double Jeooardv A final, non-appealable order issued in a proceeding initiated by the GOSL and based upon a claim of breach ofthe MOUA shall be with prejudice to any proceedings against the Company based on the same claim that the Offiaker could otherwise bring for breach by the Company of its obligations under this Agreement.
Nothing in this Section 2l .13 shall prevent the Successor Utility and the GOSL from separately initiating proceedings to terminate this Agreement and the MOUA, respectively, purcuant to Section l7.l and Section 17.4 of this Agreement and Article XI of the MOUA.
A final, non-appealable order issued in a proceeding initiated by the Company and/or Addax & Oryx Holdings and based upon a claim of breach of the MOUA shall be with prejudice to any proceedings against the GOSL based on the same claim that the Company could otherwise bring for breach by the Offtaker of its obligations under this Agreement.

Section 21.14.
Section 21.14.

Partial Invalidity The illegaliq', invalidity or unenforceability ofany provision of this Agreement in whole or in part under the Law of any jurisdiction shall neither affect its (i) legality, validity or enforceability under the Law of any other jurisdiction, nor (ii) the legality of any other provision or part thereof.

Section 21.15.
Section 21.15.

Survival Subject to Section 3.3, the provisions of Article I, Section 7.14.5, Article XI, Article XIV, Article XVll, Article XVIII, Article XX, Section 21.2, Section 21.10 and Section 21.5 shalI survive the cancellation, expiration or termination of this Agreement.

9055167 .26 't1 a Section 21.16.

Lanquage The language for the purpose of administering this Agreement, including any expert proceeding or arbitration hereunder, shall be English.
9055167.26 ?8 cI coNDrrroNs pREcEDEN+ILrSl*#,*r**ss oF AGREEMENT Section22.l.
ConditionsPrecedent 22.1.1 This Agrcement shall come into full force and effect upon the occurrence (or waiver by the Company in respect of the conditions prEcedent set out at 22.1.1(t), (ir), (iii), (v) and (vi)) ofthe following conditions precedent: (i) the Guarantee having been executed by the GOSL and becoming fully effective in accordance with its terms, except as its effectiveness is conditional on the occurrence of the Transfer Date; (iD the satisfaction ofall conditions precedent to the Finarce Documents; (iiD the Direct Agreement having been executed by each of the parties to it and having becoming fully effective in accordance with its terms' (iv) the Company obtaining all relevant Consents required to perform its obligations under this Agreement; (v) the provision by GOSL of all information reasonably required by the Company in order to operate the Company Interconnection Facilities; and (vD the provision by GOSL to the Company of all technical information outstanding at the date of this Agreement as reasonably required by the Company, in relation to the operation of the Complerrq including without limitation the interaction of the Complex with the Offtaker Grid System, the Metering System and the Telecommunications System.
22.1.2 T\e Company shall use its reasonable endeavours to cause the occurrence of the Conditions Precedent in Sections 22.1.1(ii) and 22.1.I(iv) by the date set out in Section 22 1 .4 and shall promptly give notice of such occurrence to the Offtaker.

22.1.3 Without prejudice to Section 5.1.1, the Offiaker shall use its reasonable entleavours to cause the occurrence of the Conditions Precedent in Sections 22 1.1 (i), 22. l. I (iii), 22. l. I (iv) (where relevant), 22.1.1(v) and 22.

I .
I .

I (vi) by the date set out in Section 22.1.4 and shall promptly give notice ofsuch occurrence to the Company.

22.1.4 lf the date of Effectiveness of Agreement does not occur by the date that is one year tbllowing the date of execution of this Agreement, the Offiaker or the Company may deliver written notice to the other Party terminating this Agreemen!

which termination shall be effective on the date of delivery of such notice.
From the date ofsuch termination, the Parties shall have no further rights against each other and shall be released from all further obligations under this Agreemeng subject to any rights and obligations that may have accrued before the date of such termination.

9055167 .26 19 a C- IN WTIIIESS whereof the Parties have entered into this Agreement on the date first above written.
The Government of the Republic of Sierra kone acting by the Ministrf, of Energr and Water Resources By: Name: Title: Minister of Enerry and Water Resources The Government of the Republic of Sierra Leone acting by the Ministry of Energy and Water Resources By: Name: Title: Minister of Finance and Economic Development ADDAX BIONENERGY (SL) LIMITED By: Name: Title: By, Name: Title: 905516',1 .26 EO 4?
SCHNDULE 1 DEFINITIONS Whenever the following terms appear in this Agreement or tle Schedules hereto, whether in the singular or in the plural, present, future or past tense, they shall have the meanings stated below unless the context otherwise requires: ' 4dyg4g9 la)rmgrr!

Anount" shall have the meaning given in Section I 1 .

I .

"4999!s94" means this Power Purchase Agre€ment, amended or supplemented from time to time.

including all Schedules hereto, as "AEEgg!


AyCdCbtLA" has the meaning given in Section 4.1 .I .

"4$!4lj9hedCl9" means, for each Month (or part-Month in the case of the First Year) of the releyant Year Y (or part-Year in the case of the First Year), a non-binding schedule showing the Nominated Monthly Amount, subject to Section 7.2.

"d4g;rpg1" has the meaning given in the ICSID Rules or the ICC Rules, as applicable.
"4pp!99$" means the Party that served a Notice of Intention to Refer pursuant to Section 18.2.2.

"Articles ofAssociation" means the most current version ofthe adicles ofassociation.

"AvgilabiIllharCa" has the meaning given in Section l0.l.l(D' "Availability Payments" has the meaning given in Section 17.7.1.

"pagaseslgtfatt" has the meaning given in Section 7.8.1 .

"Busrnes_Day" means a Day on which business by and between banks is legally permitted to be carried on in Freetown, Sierra kone.
"Cbsc\_I4s!et'' has the meaning given in Section 9.2.2.

"ebsg&_\4gedgC.Sy$em" has the meaning given in Section 9.2.2. '

esglSiyg Jgcttgg" means harming or threatening to harm, directly or indirectly, persons or their property to influence their participation in the procurement process or affect the execution of this Agreement.

llection Account" shall havc the meani ng given in Section I 1.3.1.

"Collection t Bank Asreement" shall have the meaning given in Section I 1.3.6.
"Collusive Practice" means a scheme or arrangement between two or more bidders, with or without the knowledge of the Oftaker or the GOSL, designed to establish bid prices at artifi cial, non-competitive levels.

90s5167.26 Schedule I - I 4 C/ c l.: t' "Egrnmercial_ApeI4i9llDat9" means the date after that date on which the Ramp-up Period ends in accordance with Section 4.2.5.
"eqq!SISS!9A9d" means (i) in relation to the Comple:<, the state or act of successful completion of Commissioning of the Complex and the certification of such successful completion of Commissioning to the Offiaker by the Company Engineer following approval thereof by the Offtaker.

"Commissionins" means engaging in the operations required for testhg of the Complex in accordance with SCHEDIJLE 4.

"Commissioninq Certificate" means a certificate in the form of Annex A of SCT{EDULE 4.
"Commissionine Date" means the date on which the Complex and the Ethanol Production Facility are Commissioned, which date shall occur as specified in SCTIEDULE 4.

"Commissionine Tests" has the meaning given in SCFIEDULE 4, Section 4.1.

'Seq!s9!_I9llslAg99rng4" is the agreement for financing the Project between the Lenders and the Company and dated 16 July 201 1.

"Company" has the meaning given in the preamble.


"Company EneineeJ'means a qualified engineer employed by the Company that shall observe the construction atrd installation of the Complex and the Commissioning and certi& to the Offtaker on behalf ofthe Company the results ofthe Commissioning and the other matters specified herein.

"Companl Event of Default" means an event described in Section l7.l for which the Offtaker may issue a Notice of Default to the Company.
nF il In "Com an means the Project Transmission Facilities plus any other interconnection facilities and equipment to be designed, consaucted or installed by or on behalfofthe Company on the Company's side ofthe Interconnection Points for the purposes ofconnecting the Complex to the Interconnection Points.

'egrn@5g(iSq 3!

[9q$" has the meaning given in Section 17.7.


"Complex" means the bagasse fired power generating plant installed or to be installed by the Conrpany in connection with and as part of the Projec!
including the Company lnterconnection Facilities (but excluding the Offiaker Interconnection Facilities) designed, engineered, manufactured, frnanced, supplied, constructed, installed, completed, tested, Commissioned, insured, owned, operated and maintained by the Company during the term of the Ageement, whether completed or at any stage in its construction and installation, including rvithout limitation or regard to level of development, engineering and design documents, all enerry producing equipment and its auxiliary equipment, bagasse conveyors, water transportation and treatment systems, all spare parts, and all other equipment or facilities necessary for delivery ofelectricity to the Offiaker at the Interconnection Points (including any working areas required by the 905516',7 .26 Schedule I - 2 a-I ,6,.ti, t I Company, villages, townships and cirmps for the accommodation of the employees ofthe Company, and all rights ofway and access fiom public highways and, where applicable, railway and seaward access), as further described in SCHEDULE 8.
References to the Complex exclude any other parts ofthe Project.
"Consents" means all such approvals, consents, authorizations, grants or certificates of registration, notifications, concessions, acknowledgnents, agreements, licenses (including, except where expressly provided otherwise, a License, permits, decisions or similar items required to be obtained from any Public Sector Entity by the Company for the undertaking of the Complex and any concessions or exemptions from the Laws of Sierra Leone expressly gmnted pursuant to the terms of the MOUA.
"Construction Reoort" means a report to be submitted by the Company pursuant to Section 5.2.2(iv), which report shall address the matters identified in, and shall be substantially in the form set out in SCHEDULE 7.

"eS!$ru$iq!

$a4 !a!9" means the date on which the Company materially commences construction or installation ofthe Complex.

"Contractor" means any direct contractors and any of their direct sub-contractors integraliy involved in the Project.
"Comrot Practicl" means the offering giving, receiving, or soliciting, directly or indirectly, of ar,ithing of value to influence the action of a public official in the procurement process or in execution ofthis Agreement.

"DeilyXs4t jgltes" has the meaning specified in Section 7.4.1 "Day" means the 24-hour period beginning and ending at 12:00 midnight.

"Oeemea Commerciat Ope 'has the meaning given in Section 5.7.

"DgfaUL_Bal9" means LIBOR plus one and one-half perc€nt (1.5%) per annum.
Whenever the Default Rate is applied, the interest shall be computed for the actual number of Days elapsed on the basis ofa 365-Day Year.

"Direct Agxeement" means the direct agreement entered into between the Company, GOSL and BNP Paribas Suisse S.A. and dated on or about the date of this Agreement.

"DiSpute" has the meaning given in Section 18.1 .2.

"De!
"De!

!aC' or "US$" means such currency of the United States of America which, as the time of payment or determination, is legal tender therein for the payment of public or private debts. '

EI&slyglyallabiliry" has the meaning given in Section 10.1 .2 "Efectiyg!9gl9tAg99p9E!"

means the occurence of the fulfilment or waiver (by the relevant Party) of all conditions precedent in accordance with Section 22.1 .

9055 i67.ii'.
9055 i67.ii'.

Schedule I - 3 au "EmergencJ" means a condition or situation thag in the reasonable opinion of either Party, does materially and adversely, or is likely to materially and advenely, present an imminent threat to the safe operation, security or integrity of the Offtaker Grid System, the Complex or any other part of the Projec!

or a physical threat to persons or property.

"Eaery teyusg$" has the meaning given in Section I 0.

1 .

1 .
1 .

1 .

"Ethanol Production Facililv" means the Company's factory for the production of bio- ethanol in Makari Gbanti chiefdom, Bombali district, Sierra Leone.

References to the Ethanol Production Facility exclude any other parts ofthe Project.

"Event of Default" has the meaning ascribed thereto in Section 17.3.1.
"Excepted Assets" means the Offtaker Grid System, electric generation assets and equipmerrt, electric transmission or dishibution assets, or other assets, necessary for the fulfilment by the GOSL of its duties and responsibilities under the Laws of Sierra Leone.
"Extension Period" means such extension period allowable following a Force Majeure event, pursuant to Section 15.3.1, or such period of delay which results from any act or omission of the Offiaker or delay by the Offtaker in procuring any Consents required under this Agreer;ren!

or any failure by the Oftaker to comply with any provision of the MOUA.
"!asilig_Agl99rn9!G" means the agreements under which the Lenders agree to provide loan facilities, in accordance with the Common Terms Agreement, to the Company.

"Finance Documents" means Agreements.

the Common Terms Agreement and the Facility 'First Yeaf' means the part-Year starting on the Commercial Operations Date (inclusive) and ending at the start ofthe following Year.

"!pfs9-!4CjEu[9" means an event or occurrence specified in Article XV.
"Fraudulent Prastice" means a misrepresentation or omission of facts in order to influence a procurement process or the execution of this Agreement.

"GOSL" means the Govemment ofthe Republic of Sierra Leone.

"GOSL Guarantor" means the GOSL acting in its capacity as the guarantor of the Offtakey's obligations under this Agreement.
"GuaragEe" means a guarantee of all of the Successor Utility's obligations under this Agreement, given by GOSL in favour of the Company, effective on the Transfer Date, and in the form set out in Annex l, or such other form as may be agreed by the Parties.

"Harvest Season" means the period ofa Year in which Bagasse is harvested.

"!ggf'means a period of sixty (60) consecutive minutes starting on the hour.

ecated Receivab shall have the meaning defined in Section I1.3.2.
9055167.26 Schedule I - 4 ,/-a "Hwothecated Users" shall have the meaning defined in Section 1 1.3.2.

"lnitial Payment Amount" shall have the meaning defined in Section I l.l(i).

"I!!9I998!99d9!

leilts" means the physical points where the Company lnterconnection Facilities that form part of the Complex interconnect with the Oftaker lnterconnection Facilities that form part of the Oftaker Grid System, as such points are more specifically described in SCI{EDULE 2.

"\!"

means Kilowatts.


"$Yh" means Kilowatt-hours.
"Laose of Consent" means any Consent (i) ceasing to remain in full force and effect and not being renewed or replaced within the time period prescribed by the applicable Laws of Sierra Leone or (ii) not being issued upon application having been properly and timely made and diligently pursued or (iii) being made subject, upon renewal or otherwise, to any terms or conditions that materially and adversely affect the Party's ability to perform its obligations under this Agreement, the Guarantee or the Letter of Credit , in each ofthe above instances despite such Party's compliance with the applicable procedural and substanlive requirements as applied in a non-discriminatory manner.
"Laf' means any law, act, requirement (including license and permit requirements), ordinance, code, order, rule, resolution or regulation of any governmental authority or agency (federal, national, provincial, municipal, local or other) that is at any time applicable to the Company, the Complex, the Project, the Site, or any part thereof, and shall include the Laws of Sierra Leone and all applicable environmental standards and hazardous waste laws, as any such law, act, requirement, ordinance, rule, resolution or regulation or standard may be amended from time to time.
"Laws of Sierra Leone" means the national, provincial and local laws of Sierra Leone and all orders, rules, regulations, executive orders, decrees, policies, judicial decisions, notifications or other similar directives made pursuant thereto, as such laws, orders, rules, regulations, decrees, policies, judicial decisions and notifications or other similar directives may be amended from time to time.
"LenderJ' means the African Development Banlq Deutsche Investitions und EntwiclJungsgesellschaft mbH (DEG), Emerging Africa Infrastructure Fund Limited, ICF Debt Pool LLP, Nederlandse Financierings Maatschappij voor Ontwikkelingslanden NV and lndustrial Development Corporation of South Africa Limited.

'tnaers' Sociat ana ' has the meaning given in Annex III.

'L9&LAIgIgd!!"
'L9&LAIgIgd!!"

means a letter of credit in favour of the Company in an amount equal to the Advance Payment Amount and on terms acceptable to the Company and either (i) issued or confirmed by the Bank of Sierra l,eone and irrevocably guaranteed by the African Development Fund; or (ii) issued by such other financial institution acceptable to the Company; or (iii) issued by any financial institution and guaranteed by a financial institution, in each case acceptable to the Company.
90ssr61 .26 Schedule I - 5 C ?
I "LIBOR" meam the British Bankers Association Interest Settlement Rate for Dollar deposits for a period equal to three (3) Months that appears on the appropriate page of the Reuters service at or about 11:00 a.m. in London on the last available Day on which banks are legally permitted to be open in London, or in the event tlat the Reuter's service, or any successor thereto, no longer provides such information, such other service as agreed to by the Parties that provides the British Bankers Association Interest Settlement Rate for Dollar deposis in the London inter-bank market- "Licence" means the licence issued by the NPA or the Successor Utility to the Company for the generation, transmission and supply of electricity from the Cor4plex in accordance with Section 5.1.1.
"Metering System" means all meters and metering devices owned by the Company and used to measure the delivery and receipt ofNet Enerry Output.

"Vtinimum functional (including the Tcchnical Limits) of the Complex as set forth in SCHEDULE 3. '

means the minimum functional specifications "Month" means a calendar month according to the Gregorian calendar beginning at 12:00 midnight on the last Day ofthe preceding month and ending at 12:00 midnight on the last Day of that mcnth.
"\&nthly_&hedcl9" means for each Day of the relevant Month M a non-binding schedule showing the Nominated Daily Amount for each Day in such Month, subject to Section 7.3.

"MOUA" has the meaning given in Recital C. "MVAR" means Megavars, "!lV" means Megawatts.

"!![!"

means Megawatt-hours.


"Natie!4llsuq Authedry" or "l!PA" means the body corporate established under the National Power Authority Act 1982 of Sierra Leone and having its registered office at Electricity Hbuse, 36 Siaka Stevens Street, Freetown, Sierra Leone.
'\p!E!gg_O$put" means net active energr expressed in MWh, in excess of the enerry required by the Company for the Project (including for inigation) produced by the Company at the Complex and delivered to the Offiaker at the Interconnection Points, as measured by the Metering System in accordance with Section 9,5.

'Newj{slk!9!y9lt!i98" means the Convention on the Recognition and Enforcement of Foreign .

{rbitral Awards, rvhich came into force on 7 June '1959.

'Nominated Dail .
'Nominated Dail .

{mo has the meaning given in Section 7.3.l.

'Nemtgled H9gdy4!S9CE!"

has the meaning given in Section 7.4.1.

'!s!st!g!9d_\4qnth!y 3!sgunt" has the meaning given in Section 7.2.2.

9055167.26 Schedule I - 6 c ?

'Nomination Adiustment Pavment" has the meaning given in Section l0.l.l "NqnjHAIyg$_SpASeq" means the period ofa Year in which Bagasse is not harvested.

"Neliae_atDgfaut" has the meaning given in Section 1 7.3 .

I .
I .

'Ns!tg9_sil!tel]L&&!lqba]!q" has the meaning given in Section 17.3.4.

"N9!&9_efl$9$i94l9_D9fe!d" has the meaning given in Section 18.2.4.

'\9!

!99 of lntention to Refer" has the meaning given in Section 18.2.2.
"abstructive_Bg9!99" means any of (i) the act of deliberately destroying, falsifoing, altering or conceal.ing evidence material to the investigation, or making false statements to investigators in order to materially impede an investigation, into allegations of a Comrpt Practice, Fraudulent Practice, Coercive Practice, or Collusive Practice; or (ii) the act of threatening, harassing or intimidating any Party to prevent it from disclosing its knowledge of matters relevant to such investigation or from pursuing the investigation.
"Offiaker" means from the execution of this Agreement, GOSL and from the Transfer Date, the Successor Utility.

"Qfftakq_E 9!1" has the meaning given in Section 5.7.2.

"Offtaker Event of Defauh" means an event described in Section 17.2 for which the Company may issue a Notice of Intent to Terminate to the Offiaker.
"Affie&LQdd Jy$g!q" means the Oftaker Interconnection Facilities and any other transmission or distribution facilities (rvhether or not owned and/or operated by the Offtaker) on the Oftaker's side of the Interconnection Points through which the Net Enerry Output will be distributed by the Offtaker to users ofelectricity.
"Offiaker Interconnection Facilities" means all facilities on the Offtaker side of the lnterconnection Points described in SCHEDULE 2 to be provided by or for the Company to enable it to receive and deliver enerry in accordance with this Agre€ment, including any extension thereto.

"Operatins Comrhittee" means the committee established pursuant to Section 7,14 for the purpose of determining operating standards and procedures for the Complex.

"Qupr,iReduction" has the meaning given in Section 7.5.2.
'A!&t{&d!ct!en Notice" has the meaning given in Section 7.5.2.

"Partv'!

or "Parties' has the meaning given in the preamble.

"!gy4qqgls" has the meaning given in Section 10.1.1.

"PPA Amended Documents" has the meaning given in Section 5.2.1.

'EP{-Adglpel-Doculsgg S" has the meaning given in Section 5.2.1.

9455167.26 Schedule I - 7 ac, ,l "PdSC_ESyiiS!9!"


has the meaning given in SCHEDULE 6, 2(ii) "Project'' means the first phase of a sugarcane ethanol bio'fuels project in the Makari Gbanti chiefdom, Bombali district, Siena kone, comprising all aspects of the Ethanol Production Facility, the Complex, and all associated infrastructure.

"PtS jg9lAg99!a9!
"PtS jg9lAg99!a9!

!g" means this Agreement, the MOUA, the Water Extraction Licence, the Tax Incentive Agreement, the Guarantee, the Letter of Credit, the Common Terms Agreernent, the Direct Agreement, the Facility Agreements and any other agreements (integral to the undertaking of the Project) that may be expressly agreed in writing by the Parties to be Projelt Agreements.
"Proiect Transmiss; o_E_Eg9i!i!i9s" has the meaning given in Section 8.6.1 "Prudent Utility Practice" means the practices generally followed from time to time by the electrrc utility industry (including practices generally followed by independent power producers) in '.Uest Africa, having regard to engineering and operational considerations, including mdnufacturers' recommendations.
Prudent Utility Practic€ is not limited to optimum practices, methods or acts to the exclusion ofall others, but rather is a spectrum of possible practices, methods and acts which could have been expected to accomplish the desired result at reasonable cost consistent with reliability and safety.
"EUbltS Jgglqf_E$tg" means the COSL and any subdivision thereof, any provincial or local govemmental authority with jurisdiction or authority over the Company or the Project or any part thereof, any department, authority, instrumentality, agency orjudicial body ofthe GOSL or any such provincial or local govemmental authority, and any court, tribunal or independent regulatory agency or body in Siena l,eone having jurisdiction over the Company or the Project or any part thereof.
"Bamp+p-Ayarlabilttr" has the meaning given in Section 4.2.2.

"Ramp-up Ayailability Notice" has the meaning given in Section 7.1.1.

"namp-uo Net Snergv Oup 'has the meaning given in Section 7.1.2. '

Ba!0p:up-E9t!9d" means the period commencing on the Commissioning Date and ending on the date determined in accordance with Section 4.2.

*Ramp-uD Statement" has the meanrng given in Section 4.2.1.
"Bgaglllg_BgEgt'i means the wattless component of the product of voltage and cunent which the Compler shall provide to or absorb from the Offiaker Grid System and which is neasured in MVAR.
"Reasonable and Prudent Ooerator" means a person seeking, in good faith, to perform its contractuai obligations and, in so doing, and in the general conduct of its undertaking, exercising that degree of skill, diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled and experienced operator engaged in the same tlpe of undertaking under the same or similar circumstances and conditions.
Any 9055r67.26 Schedule I - 8 a u reference to, the standard of a Reasonable and Prudent Operator shall be construed accordingly.

"BSaucea :aymegtalsaC(" shall have the meaning defined in Section 1t.l(ii).

"&C]4AAg9CIS9E5" has the meaning given in Section 1E.4.1.

"B9paynCq11!stelme411!"

has the meaning given to it in the Common Terms Agreement.

"B9SC9$_&[Ab jE4i9!"

has the meaning given in the ICSID Rules or the ICC Rules, as applicable.
"BgsBgldgd' means the Party on whom aNotice of Intention to Refer has been served in accordance with Section 18.2.2.

"Revised Hour has the meaning given in Section 7.5.2.
"Sshgd{gL9ltap' means a planned intemrption of the Complex's generating capability or any material part thereofthat: (D (ii) has been scheduled in accordance rvith Section 7.1l; and is for the inspection, testing, preventive maintenance, corrective maintenance, repairs, replacement or improvement of the Complex or any material part thereof.

"Scheduled Ramp-up Net Ener8y Outpuf'has the meaning given in Section 7.1.2.
'Slqlgbgtdgl" means the holder, from time to time of any shares of the Company vvith voting or other rights of management and control and any securities ofthe Company that are convertible into such shares at the option of the holder, as well as the holders of any securities or instruments that are convertible at the optioo ofthe holder into either of such shares.
"Sr911a!Ce!9_PSU!9gLEy9n!i" has the meaning given in Section 15.1.2(D. "Sj19" rneans the land, spaces, rvaterways, roads, water wells and any rights: (D (ii) acquired by the Company for the purposes of carrying out the Project (as pnri ofthe Project); or in relation to the Company Interconnection Facilities, acquired or to be .
acquired by the Offtaker and is respect of rvhich the Ofraker grants to the Company a license for the entry onto and use by the Company, and on which (or through, above or below which) all or any part ofthe Complex is to be built (including any working areas required by the Company, villages, townships and camps for the accommodation of the employees of the Company, and all rights of way and access from public highways and, where applicable, railway and seaward access).
90sst67 .26 Schedule I - 9 aI "Successor Utilitv" has the meaning given in Recital D. "Target Commissionine Date" means the date set out in Section 4.2.6.

"Tarset Production Profile" means the target annual electrical enerry production profile ofthe Complex as set forth in Schedule 12.

"Tax Inc€ntive A.greement" means the tax incentive agreement entered into between the Company, and GOSL dated on or about the date of this Agreement.
"feshEigel_lirnits" means the limits of operation of the Complex described in SCI{EDULE 3 and SCHEDULE 8.

'Ie!99s!q!olt!&4!9!r!$!9!q" has the meaning given in Section 9.7.1.

"Transfer Date" has the meaning given in Section 2.2.1.
"UrgpEl-Iv[4j!S9EC!99_AUtaCa" means an intemrption or reduction of the Complex's generating capability that: is not a Scheduled Outage; (D (iD has not been scheduled and agreed between the Parties; and (iii) is for the purpose of performing work on specific components of the Complex or the Project which require immediate care and action in accordance with Prudent Utility Practice.
"Washington Convention" means the Convention on the Settlement of Investment Disputes between States and Nationals of otlrer States, which came into force on 14 October 1966.

"Water Extraction Licence" means the extraction licence entered into between the Company and the GOSL dated on or about the date of this Agreement.

"[99!"

means each period of seven (7) consecutive Days beginning at 12:00 midnight Sierra Leone time falling between a Saturday and a Sunday.
"!9q1" means each twelve (12) Month period commencing on 00.00 hours on I November and ending at 00.00 hours the following I November during the term of this Agreemeni.

9055r67.26 Schedule I - 10 c u SCET'DTTLE 2 INTERCONNECTION FACILMMS Annex r'\.

provides a schematic of the Company Interconnection Facilities interfacing with the Oftirker Interconnection Facilities at the 161 kV Interconnection Points.

9055t67 .26 Schedule 2 - I a 0 I I ri t ANNEXA 16T KV INTERCON}IECTION POINT I I I I ,ll T I !
l, It !

I I i. tl I I i l. il I i !

li ll I I i lir Lit.

fiit, t,ir.

I ri !

I I l|ll t!ii, l TI I i I i !

!

I I !

I I i I i I !

I !

!

lE..i{ i i flr, I .b lid r "&c!

il l::-I I l N +fi I i I ct Ii P1l Ilr !i I i a f, I 9055t67.26 Schedule 2 - 2 C ?, SCHEDULE 3 I!1I1\--IMUI\IFUNCTIONALSPECII'ICATIONSANDTECHNICALLIMITS Part A.

Minimum functional specifications This specification sets out the quality of power that the Company shall avail to the Offtrker at the Company Interconnection Points.
Section l. Voltage level The Company shall deliver enerry at the Interconnection Points within a voltage range of 161 kv + l0%.

Section 2.

Power Factor The Offtaker shall take power at a power factor between 0.85 lagging and unity.

Both the Offtaker and the Company shall endeavour to contribute towards maintaining system voltage stability.

Section 3.
Section 3.

Computation of Power Factor The power factor for each Interconnection Points shall be separately determined and shall be computed as the cosine ofthe arctangent ofthe ratio of the algebraic value ofthe increment in the register reading for reactive enerry (kVArh) to the increment in the register reading for real enerry (kWh).

The algebraic sign ofthe arctangent will determine whether the resulting power factor is leading or lagging.
If the arctangent has a positive sign, then the power factor is lagging, and if the sign ofthe arctangent is negative, then the power factor is leading.

Section 4.

Frequency The Offiaker shall maintain the system frequency within a range of 50 Hz + l%.

Part B.

Technical limits The Technical Limits shall be provided by the Company within one (l) Year of the Date of this Agreement.

9055167.26 Schedule 3 - 1 L?

I SCMDULE 4 COI&trSSIONING AND COMMERCIAL OPERATIONS DATE ARTICLE 1.
DEFINTIION I Section 1.1.

Definition Wherever the following tenn appqrs in this SCFIEDULE 4, it shall have the meaning stated below: ' gS4AilsiqeilC-_Tei1g" - The meaning ascribed thereto in Section 4.1 of this SCT{EDULE 4.

ARTICLE 2.

SCHEDT'LING OF TESTING OF TIIE COMPLEX PRIOR TO COMMERCIAL OPERATIONS DATE Section 2.1.

Scheduling by the Companv The Company shal!


provide the Offiaker, on an on-going basis, with relevant information regarding its program for testing the Complex and the schedule therefor.

Not less than twenty (20) Days prior to the commencement of such test program, the Company will deliver ro the Oftaker in writing the final program for testing the Complex, including a tentative schedule for conducting all tests required for Commissioning.
The Company shall advise the Offtaker in writing of any changes in its hnal schedule for the testing program not less than seven (7) Days prior to the commencement ofthe tests required for Commissioning.

Ifthe schedule for any test required for Commissioning is adjusted after the Company has provided the Oftaker rvith the final testing program schedule, then the Company shall advise the Offiaker not less than forty-eight (48) hours prior to the commencement of any such test.
On each Day beginning with the Day on which testing commences, the Company shall provide the Oftalier with a schedule of the tests to be conducted on the following Day or Days (if such test will continue for more than one (1) DaY).

Section 2.2.
Defenal bv Offtaker Without prejudice to Section 8.5, if the Offiaker is unable to accommodate the schedule for such lest or tests as provided by the Company in the frnal schedule for the program of tests, the Offiaker will give the Company notice rvithin forty-eight (48) hours of its receipt of the final schedule for testing of its requfuements regarding deferral or delay of any Commissioning Tests for the Complex, and the Parties will mutually agree on a date for any deferral test or program of tests.
The Oftaker shall notiff the Company at the end 9055t67.26 Schedule 4 - I ou -?.

,l " of any such delay or deferral.

No such delay or deferral shall delay the relevant test or tests by more than ten (10) Days from the date proposed by the Company.

ARTICLE 3.

TI]STING PRIOR TO COMMISSIONING TESTS Section 3.1.


Pre-Synohronization Tests Prior to rynchronization of the Complex or any part thereof with the Offtaker Grid System to perform the Commissioning Tests, the Company shall successfully carry out, in the presence of th,r Offiaker, the following: (D verilication of the protection level settings prepared by the Company, in consultation with the Operating Committee.

(iD proving of all inter-tripping circuits between the Complex and the Offtrker Grid System.
Section 3.2.

Observation by Offtaker The Offiaker shall be given not less than twenty-four (24) hours notice ofsuch tests (and any retbsts thereof) and shall have an opportunity to be pr€sent at and observe all such tests.

ARTICLE 4 COMMISSIONING TESTS Section 4.1 .

Process (a) (b) The Ccmpany shall carry out the Commissioning of the Complex pursuant to this Article 4.
The Complex shall be Commissioned following the successful completion (by satisf ing the minimum performance criteria specified herein) of the tests described in Section 4.3 of this SCIIEDULE a (the "Cs!s!si$teEiOC_T9$").

Section 4.2. l.lotit'ica:ion The Company shall give reasonable notice to the Offtaker before carrying out the tests described in Section 4.3 of this SCHEDULE 4.

Section 4.3.
Section 4.3.

Commissionins Tests (a) (b) The Company shall carry out pre-commissioning and Commissioning Tests in accordance lvith Annex A.

Minimum criteria for the successful completion of the Commissioning Tests are described in Annex B.

905516?.26 Schedule 4 - 2 L Section 4.4.


Complex Commissioned: Commissioning Date (a) When the Complex has satisfied the minimum performance standards as set forth in Airnex B for all Commissioning Tests described in Section 4.3 of this SCIIEDULE 4, then the Complex shall be Commissioned.
(b) The Commissioning Date shall occur as of00.00 hours at the start ofthe first Day after the Day the entire Complex is Commissioned and the Company has delivered the duly completed Commissioning Certificate that conforms with the standards set out in Annex B to this Schedule 4 to the Oftaker.

9055167.26 Schedule 4 - 3 o nL-,/ ANNEXA.
FORM OF COMMISSIONING CERTIT'ICATE Proiect: Customer: Location: V Date: Frequency: Final Site Commissioning Checks Check that all equipment is correctly earthed I 1.1 1.2 Check that all transformers and switchgear are not in circuit earth position 1.3 Check that all circuit breakers are in the open position t.4 Clear all ururecessary personnel off Site to a safe area 1.5 Ensure that all Company personnel are verbally addressed and aware of energization 1.6 Ensure that the Offtaker is fully aware ofyour intention to energize the system 2 2.1 Close sircuit breaker for earthing transformer or neutral earthing resistor Final Site Commissioning Tests 71 (Only applicable when system is in island mode) Energize system either by back feed from customers HV or by closing generator circuit breaker in island mode 2.3 Check phase rotation 2.4 Check system voltage 2.5 Check system frequency 2.6 Check inter tripping and inter locks 2.7 Check Site ESD shutdown 2.8 2.9 While the system is energized, conduct burden and accuracy tests or the Additional testing required pursuant to the PPA Metering, Check Metering and Telecommunication Systems Checked I r----___l Date and Tirne first machine online: System voltage: Date and Time last machine on line: System frequency: Total KW Output: Date and Time: Power factor: On behalf ofthe Company, I hereby certify thal the Complex hes setislied the minimal performance standards sufficient to be Commissioned.
Capitalized terms used herein have the meaning given to them in the Power Purchase Agreement By lprinted name of Company Engineerl Company Engineer's signa ture: /s/ Date: Idatel 905516'1.26 Schedule 4 - 4 o & On behalfof the Offtaker, I hereby approye the issuance oftbis certificate.

By: lDrinted nameofftakerl Company Engineer's signature: Dat€: fdat€l 9055t67 .26 Schedule 4 - 5 o I ANNEX B.
STANDARDS FOR SUCCESST"UL COMPLETION OF COMMISSIOTTING Tf,STS Successful completion of Commissioning of the Complex in its entirety shall occur when all of the final Site commissioning checks and tests described in Annex A have been completed to the satisfaction of the Oftaker and the Company and Annex A has been sigrred by authorized representatives ofthe Oftaker and the Company as evidence ofthis.
90sst67.26 Schedule 4 - 6 ou SCHT'-DULE 5 METERING ARTICLE I. METERING SYSTEM AND CHECK METERING SYSTEM REQUIREMENTS I Section l.l.

The Metering System and Check Metering System shall consist of a single set of three current tansformers and potential transformers feeding both a primary and a backup three phase fo,rr wire metering instrument.

Section 1.2.
Section 1.2.

The Metering System and the Check Metering System shall be designed such that the overall error ofthe installation, (including instrument transformers, wiring, and metering instruments), shall be no greater than two tenths of a percent (0.2%) for power flows through the metering installation.

Section 1.3.

The Metering System and Check Metering System shall be selected to have rated error no greater than two tenths ofa percent (0.2%) over the equivalent load range.

Section 1.4.
Section 1.4.

The Metering System and Check Metering System shall be electronic time-of-use meters *hich accumulate data separately for at least thee time blocks with programmable beginning and ending times and holiday/weekend discrimination.

Section 1.5.
Section 1.5.

The Metering System and Check Metering System shall be capable of separately accumulating and presenting on the register display the following data for peak hours, shoulder and off peak hours, each of which shall occupy one time-of-use block: (D Net kwh into the Offiaker Grid System (ii) Ner kVArh into the Offtaker Grid System (iii) kW into the Offtaker crid System.
9055t67 .26 Schedule 5 - 1 a t- Section I .6- The Metering System and Check Metering System current and voltage transformers will measure current and voltage as near as practicable to point at which the Offtaker Interconnection Facility connects to the Company lnterconnection Facilities, as shown in SCHEDULE 2.
The Metering System and Check Metering System shall consist of the following meters: Metering System Description 161 kV feeder Company bay - electrical ouPut from lol kV feeder bay - electrical input to Company Check Metering System Description 16l kv Company feeder bay - electrical output from I 6l kV feeder bay - electrical input to Company Section 1.7.
Both the Metering System and Check Metering System shall be installed in weatherproof enclosures, which shall include test switches and shorting blocks to allow removal of either meter instrument without taking the other out of service.

The Metering System and Check Metering System may be installed in a single enclosure or in separate enclosures, but the enclosure shall be so arranged that both the Metering System and the Check Metering System can be read without disturbing the seals on the enclosure(s).
ARTICLE TI INTERPR-ETATION OF METERING SYSTEM READINGS Section 2,1 The Metering System and the Check Metering System at the Interconnection Points register imports and exports on two separate cumulative registers - one for export from the Company and the other for import to the Company, ifany.
The import register reading only changes with a flow from the Offtaker to the Company and the reading will decrease (and so wilt give a negative reading) and flre export register only changes with a florv from the Company to the Offtaker and the meter reading rvill increase (and so will give a 9055167.26 Schedule 5 - 2 C..u/ positive reading).
All the meters at the lnterconnection Points are programmed with a positive direction reflecting power flow from the Company to the OfRaker, and the negative dhection reflecting power flow from the Offtaker to the Company.

Section 2.2 In general, the Net Enerry Output shall be calculated as the sum ofall metered enerry.

In the event that the Net EnerS/ Output is positive, the interpretation is that electrical enerry has, in net, been supplied by Company to the Offiaker.
In the event that the Net Energy Output is negative, the interpretation is that elestrical enerry has, in net, been supplied by the Offtaker to [:ompany.

ln the event that the Net Enerry Output is zero, the interpretation is tha!

in net, no enerry exchange between Company and the Offtaker has taken place and that Company has exactly supplied the enerry needs of its own auxiliarie;.

, ARTICLE trI TESTING Section 3.1.


All testing and calibration of the Metering System and Check Metering System instruments shall be carried out by qualified personnel using test equipment with a rated error ofone tenth ofa percent (0.1%) or better, and which has been calibrated according to a procedure and against instruments traceable to a Sierra Leonean standard within the preceding forty-eight (48) Months.
The Metering System and Check Metering System shall be tested at full rated test current, and at ten percent (10%) of full rated test current at power faclors of fifty percent (50%) Iag, fifty percent (50%) lead and one hundred (100%).

A written test report shall be prepared for all tests showing the calibration history of the test instruments, the as-found, and as-left conditions of the Metering System an<i Check Metering System, which shall be supplied to both Parties.

Section 3.2.
Section 3.2.

Current and voltage transformers shall be tested for ratio and phase angle errors following manufacture at an accredited testing station.

Test certificates issued by the testing station will be rssued independently to both Parties.

ARTICLE IV TESTING Section .1.

[.

The Company shall, prior to the Commissioning Date, establish and maintain a telephone hotline between the Company's control room and the Control Center.
9055167 .26 Schedule 5 - 3 c SCHEDULE 6 PRICE ADJUSTMENT Part l. Hardship 1.1 Defined terms in this Part 1 "Hardship-''- means taking into account the reasonable costs incurred by the Company in the planning, design, procurement, construction, Commissioning, operating and maintaining of the Complex in accordance with this Agreement a situation which materially affects the Company's rationale of making such an investment as an industry service provider.
1.2 Hardship Notice If the Company believes it is suffering Hardship, it may give a notice (a "Hardshi Notice") to the Offiaker.

The Hardship Notice shall be accompanied by: (u) (b) the Company's proposed modifications to the Agreement in order to remove or relieve such Hardship; and such evidence as is necessary to suppot the Company's contention that it is suffering Hardship and justifications for its proposed modifications.
1.3 Offtaker's notice and discussions as to Hardship 1.3.1 The OIftaker shall notiff the Company within thirty (30) Days of receipt of the Hardship Notice if it disputes (i) that the Company is suffering Hardship and/or (ii) the Company's proposed modifications to the Agreement.

1.3.2 If the Offiaker does not provide such a notice within that thirty (30) Day time period the Company's proposed modifications to the Agreement shall take effect upon the expiration ofthat thirty (30) Day time period.
1.3.3 Ifthe Offtaker does provide such a notice the Parties shall, rvithin seven (7) Days ofreceipt ofthat notic.e, meet to discuss the points disputed by the Oftaker.

\.4 l:r irert determination as to Hardship If the Parties have not within sixty (60) Days of receipt of the Hardship Notice agreed that the Company is suffering Hardship and any modifications to the Agreement, the Company may, not later than seven (7) Days thereafter, submit the matter to the Expert for determination.
1.5 Modifications 1.5.1 If: (i) the Parties have under Paragraph 1.3 agreed that the Company is suffering Hardship but have not agreed on any modifications within the time period set out in Paragraph 1.4; or (ii) the Expert determines that the Company is suffering 9055167 .26 Schedule 6 - I l'3 Hardship; then the Expert shall determine whether an incresse in the Availability Charge would remove or relieve the Hardship.
The Expert shall not consider any other modification to this Agrcement as a solution to remove or relieve the Hardship.

1.5.2 lf the Expert so determines that a modification to this Agreement is to be made, or the Parties agree to any modification, this Agreement shall be so modified following thirty (30) Days of such determination or agreement.
1 -6 No modifications If the Expert determines (i) that the Company is not suffering Hardship, or (ii) thar it is unable to propose amendments to this Agreement which meet the requirements of Paragraph 1.5, the Agreement shall continue without modif,cation at that time.

Part 2.
Part 2.

Price review (D Pursuant to Paragraph E.l2(a)(iv) of the MOUA the amount of the Availability Charge may be revised with effect from any date not earlier than the l0th anniversary of the Commercial Operations Date (or Deemed Commercial Operations Date pursuant to Section 5.7,) as extended by an event of Force Majeure.

This Paragraph 2 to Schedule 6 sets out, in accordance with the MOU, the circumstances in which the Availability Charge may be revised and the objectives to be satisfied by a .
revised Availability Charge.

(ii) Either Party may by written notice to the other Party require that the Availability Charge shall be revised (a "Price Revision") with effect from an.

"- date not earlier than the 10th anniversary of the Commercial Operations Date or (if applicable) the Deemed Commercial Operations Date pursuant to Section 5.7.

(iiD Such notice shall be given not less than six (6) Months before the date slrh effect from which the Price Revision is to be effective.
(i\') With effect from such notice (and in any case within thirty (30) Days of the date of such notice) the Parties shall ensure that representatives of each Party meet and discuss in good faith, and use reasonable endeavours to agree a revision of the Availability Charge, so far as such a revision is needed, such that the revised Availability Charge will satis!

the objectives set out in Paragraph 2(vii) to dris Schedule 6.
The Parties shall ensure that such representatives are sufficiently senior and authorised to approve a revised Availability Charge in accordance with objectives set out in Paragraph 2(vii) to this Schedule 6.

(v) Each Parg, shall provide to the other such information as the other Party reasonably requires in connection with such discussions, including information relating to the objectives to be satisfied by a revised Availability Charge.
905sr6't .26 Schedule 6 - 2 a (vi) The original Availability Charge shall continue to apply until such time as the Parties agree, or arbitrators determine in accordance with Section 18.3, a revised Availability Charge.

(viD 1'he objectives to be satisfied by a revised Availability Charge are as ' follows: (a) (b) (c) the national power sector policy objectives; the prevailing state ofthe power sector; and the economics of a similar power plant with equivalent capacity.
9055167 .26 Schedule 6 - 3 l 4 SCHEDULE 7 FORM OF CONSTRUCTION REPORTS By way of example, Construction Reports may take the form of a narrative identi$ing progress on all key activities e.g.

civil works, fuel depot construction, equipment delivery and installation together with timelines for completion against plan to achieve the Commissioning Date.

Construction Reports will identif dates when phases of the Complex will be ready for Commissioning.
Appended to this Schedule is an indicative monthly report.

905516',1 .26 Schedule 7 - I e :I SCMDI]LE 8 DESCRIPTION OF THF COMPLEX 1.

Power Package Description l.l Introduction This section provides an indicative summary ofthe Complex.

The power plant is designed and studied to bum bagasse.

The project considers the production of ethanol biofuel from cane juice and production of enerry for the grid.

Diesel will be used for start up and as alternative fuel.
Cane will be produced in pivot irrigated parcels.

Enerry from the factory will supply the irrigation system to allow optimum yield whatever the climatic conditions.

Cane harvesting will be made during dry season which will also be the crushing season.

Cane will be unloaded at factory on feeder tables and conveyed to a shredder which will prepare the cane for crushing.

Crushing is performed with a 4 mill tandem which will make the separation between the canejuice and fibre (the bagasse).
The cane juice will go through a clarification process and will be partially concentrated before entering the fermentation process.

The resulting product will be a fermentation in which sugars will be transformed into alcohol.

This alcohol will be separated through a distillatron process giving two byproducts: CO2 and vinasse.

The alcohol will be dehydrated in order to achieve the level of quality for commercial fuel alcohol.

The above descrri:sd process requires energr and process steam.
Energy is supplied by a turboaltemator receiving steam from two boilers fuelled with the bagasse resulting from crushmg.

The two boilers will produce 67baral480oC steam, feeding a turbine.

There will be in parallei with the turbine one pressure reducing station to produce 6,5 bara saturated steam and one o,essure reduction station to produce 2,7 bara saturated steam (split in 2x50o/o parallel orrouits).

The high pressure steam will feed a condensation turbine at 65 bara/480'C.
there will be a 2,7 bara steam extraction on the turbine.

In order to increase the quantity cf fuel for the boilers, a part of the trash which is generally left in the field, is harvested uith cane.

In addition, the installation of a condensing turbine with extraction, together witi.

an optimized process steam consumption, result in an excess ofbagasse which rvill be used to produce excess power for supply to the grid after satisfing the needs of complex (irrigation, factory and annex).
Due to the seasonality of crushing period this enerry cannot be supplied year round but it rvill available during the dry season when producticn potential ofBumbuna dam is at its lowest.

1.2 Units (a) Demineralised water production.

(b) Compiete bagasse boiler plant including: 9055t67 .26 Schedule 8 - I A a a Two (2) bagasse boilers EOTPH each I 67 bxa 1480"C; Economisers; Two (2) stacks; Altemative diesel fuel bumer for start-up at low load (20%).
Possibility to burn in combination fu sel-oil; Condensate retum storage tank and feeding pumps; Demi water heat exchanger using LP steam at 2,7 bara; Degasser / feedwater tank with safety and confrol devices; Boiler feedwater pumps; Chemical dosing units for boiler water; Blowdown tank; HP steam header; LP steam header and safety valves; Turbine by-pass steam pressure reducing station (2,7 bara); a Process steam pressure reducing station (6,5 bara); Ash recovering and handling unit; and Air ccmpressor station for boiler & power plant package.
Conveyors from dewatering mills discharge to boiler furnace; (c) Bagasse conveyors, including: .

o o Conveyor of bagasse surplus to yard; and Reclaiming bagasse conveyors frorn yard to boiler feed conveyor, with buffer and dosing system fed by payloader.

(d) Steam turbine 32 MW Extraction and Condensing type including: .

o .
o .

o Cooling water unit for turbo-generator group; Exhaust steam condenser unit (water supply by others); Iv[V panel power station; and Travelling crane for turbo getrerator maintenanc€.

(e) Diesel tank and pumps for boiler start-up.

9055t67.26 Schedute 8 - 2 C (f) Fire fighting for package.

2.

Reference drawings See Annex A General Layout Plan.

9055r6',1 .26 Schedule 8 - 3 a?


ANIIEX A - GENERAL LAYOUT PLAN I i I ai,,/ iiN ( ) I f a a I a e t ( i \ IE 'H i titil IIIIT lilil iilir H t E I v 6 z, , o 9055t6'1.26 Schedule 8 - 4 I ,!

( l 'I ) l\ : { \ ,l \ I t. / X { ,,I I a\,/?

SCTEDTJLE 9 [FORM OF BILLING PERIOD I TVOICEI [To be developed by the Partie-st A.O.G.

Your contact v.A.T.

Client number: Ref.

to melrtioD ilr all corrcspondcnce: IIWOICE NIJMBER Client account DATE: Excl.

VAT VAT lncl.
VAT VAT lncl.

VAT High voltage electricity Our ref: EAN Consumption from Consumption from till till Total Payment due before - - Communication number: At A.O.G.

IBAN account (BIC According to otr general terms, interest will be choged in case of late payment.

Overview V.A.T.

total, invoice number Excl.

VAT VAT 9055167.26 Schedule 9 - I / ,'( I I Y N 2lo/o High voltage electricity - Ref.
EAN CONSLIMPTION DATA Detail invoice number: Client number: We received from electricity company the following consumption data.

This invoice was issued subject to the receipt ofconsumption adjustments conceming the billed period.
Units KW kw Period from till Power nermal hours Power quiet hours Normal hours consumption Quiet hours consumption Net consumption 26-7 OKv Year subscription: net Month subscription peak: net Month subscription off-peak: net Nlonth subscription WE: net Peak power: net Off-peak power: net WE power: net Peak consumption: net Off-peak consumption: net WE consumption: net Intermediate Calculations KWF Total active consumption KWF: network Minimum monthly power Billing data linits Unit price calculation uoit pricesamounts VAT Powerterme-month Consumption nonniil hours Consumption quiet hours Guarantees of origin Contributiorr renewable enerry 905516'1.26 Schedute 9 - 2 a c Network connection fee Total enerry Netrvork losses Losses Monthly subscription peak: net Monthly subscription off-peak net Monthly subscription WE: net Year peak rate: net Adjustment balancc rate System management rate: net Congestion management rate: net Reactive adjustmont rate: net Net losses peak: net Net losses off-peak:net Reactive consumption: net Management access contract: net Distribution and transmission Total federal fees Contribution for use ofpublic domain Total regional contribution Contribution financial fee offshore wind Fed.
contribution green power certificate additional transmission fee Invoiced for period from till PARAMETERS PERIOD: EBlm = Year consumption = 9055167 .26 Schedule 9 - 3 e CONSUMPTION EVOLUTION II [t ttlll IIIIII IIIIIIIIII Consumption in kwl 2005500 1505500 1005500 505500 5500 llr t Jan FEb March April May Junc July August tl IIII Sept Oct II tl Nov D€c 2009 2010 0 2200000 4400000 6600000 8800000 Consumption in kWh 90sst67 .26 Schedule 9 - 4 4 SCIIEDULE IO DESCRIPTION OF SITE l. Site location The Site is located in Sierra lrone on a territory south ofthe city of Makeni (N 8' 42' 38" - W 12" 14' 04").
The distance from Freetown to the Site is approximately 165 kms.

The road from Freetown to Yankassa is asphalted and is approximately From Yankassa to the Site, there will b€ a lateritic trail.

146 kms.

2.

Climatological data The sea coast is located approximately 100 km away in a SW direction.
45 40 35 30 25 20 15 10 5 0 I E F I MeanTemperature ('C) I Max Temperature ('C) I Min lemperature ('C) Jan 30 34 25 IIII IIIIIfIIII IIrrltlrTII T @@ 30 35 25 30 37 22 Apr 31 40 15 IIIItrltrlll IIIIlrtl May .lun 28 37 11, 27 33 2t .lul 26 32 ?L Design air temperature: 40oC Design u,et bulb temperature: 29oC 9055167 26 Schedule l0 - I III I Aug Se pt ITITIIrtII 0ct 25 12 28 32 27 28 24 Nov Dec 29 EE 34 23 a -\--t L-/ z - 0I elnPeq.s 9C 19t9906 'VuDt 9 :sesodmd uErsep loJ po€ls pul^r [unurrxsl^l lrrlszr] f* I ^oN EI5 LiE ldas lro I ass lees leec lezz Frl r"r- IIITII IIITI unI le!
"1 I TL I 'oo 8I rel,1 6 qal I ue, (urur)ltejL'reU I 0 00r 002 00€ 00t 00s 009 001 , 3 3 (%) lltpirunH xen r (%) Alptunu uean t 18 SL qal s8 8L uel 0 OI 0z 0€ 0t 0s c9 OL 06 05 00r I I 3 q 68 08 s6 L6 s6 s8 tq,-N tr0 ld as IIIIIII IIIIIII IIIIIII IIIIIII IIIIIII IIIIIII IIIIIII IIIIIII IIIIII ,6 68 3nv 96 L8 lnt 96 r8 66 €8 unr le!.

'l SL I6 ,dV teN Tl'-t" ITII IIII IIII IITI IIII IIIIIIII .. * ..'fiiiiH,H- 25I.r 20% 15t6 10!6 5% :t/vEsT EAST v\nDsP@ (rYs ) I I I I !

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I C5!

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r.o o.s - r.r soulH.. .

PREVAILING WNDS - MAKENI AREA Mean: 957 Pa 9055167 .26 Schedule l0 - 3 o SCMDULE 11 INSI]RANCES From the Commercial Operations Date, in accordance with Sestion requirements are: 13, the insurance 1.
Insurance: Insured: Property "All Risks" insurance The Company Insured Property: The Complex Scope ofcover: Risk ofphysical loss or damage Exclusions: Standard market exclusions Level of cover: Full reinstatement value 2 Insurance: Third party insurance Insured: The Company Scope of cover: Activities on the Complex, in respect of death or personal injury to persons/damage to property tr xclusions: Standard market exclusions Level of cover: Full reinstatement value 9055167.26 Schedule ll - I tc- I ra.f,.E lFeol€cr E----r---- ffiIE-E Ir E I SCIIEDULE 12 TARGET PRODUCTION PROFILE A 7'BDe Srnet ADDA\ lLtA IEPSL{ SPEC 026 PRG'ECT II{TERfACE AS:itJ PTIONS ELECTREW PROq'cTq{ SOTED(!-E ^m^xtd,rrrarEe to.o !u6 ldo ao 40 IIITf 7T F!
II'I rtll IIII rllaratro tttrIltl lltlrllt'r;llil It tl.I I I I I I I I I !

Ir!

I II II ITE.I.I f,-EE lI'I,I l.l,--'E-E:!

,ttlou IIII I f, 9055167 .26 Schedule 12 - I e ANNEXI GOSLGUARANTEE 9055167.

'-6 Schedule 12 - I a ?

ANNEXII MOUA 9055t67 .
?.6 Annex III J ANNEX III LENDERS' SOCIAL AND EI{VIRONMENTAL REQI,IIREMENTS 1.1 Lenders' Social and Environmental Requirements mean: Environmental Law and Social Law; (i) (ii) (iii) AfDB Performance Standards and Guidelines; IFC Performance Standards; (iv) BonsucroStandards; (v) Roundtable on Sustainable Biofuels Principles and Criteria; (vi) Basic Terms and Conditions of Employment; and (riD the Core Labour Standards ' means the requirements set out in 'afDg Performance Standd AfDB's Policy ori the Environment (2004), AIDB's Environmental Review Procedures for Private Srctor Operations (2000), AfDB's Gender Policy (2001), AfDB's Policy on Poverty Reduction (2004) and AfDB's Policy on Involuntary Resettlement (2003).
"Basic Terms and Conditions of Employment" means the requirements as applicable to the relevant person on wage, working hours, labour contracts and occupational health & safety issues.

stemming from ILO conventions 26 and 131 (on remuneration), I (on working hours) and 155 (on health & safety).
"Bonsucro Better Sugar Caqe Initiative (BBSCI)" means the global multi-stakeholder non-profit initiative dedicated to reducing the environmental and social impacts of sugar cane production through a standard that measures these impacts accurately and with the development ofa system to ce(iry that sustainable practices are being adhered to.
"BSpgqg_Slagdard (BQ" means the March 2011 Bonsucro production standard in the form as at the date of this Agreement for the sustainable production of sugar cane and all sugar cane derived products in respect of economic, social and environmental aspects developed by Bonsucro Better Sugar Cane Initiative. '
Sqg_L4bSUdlaltlAdl" means the requirements as applicable to the relevant person as at the date of this Agreement on child and forced labour, discrimination and freedom of association and collective bargaining, stemming from the ILO Declaration on Fundamental Principles and Rights at Work, adopted in 1998 and including: (i) freedom of association and the right to collective bargaining, (ii) the elimination of forced and 9055161 .26 Amex III ee compulsory labour, (iii) the abolition of child labour; and (iv) the elimination of discrimination in the workplace.
"Egy!I9arn9$c!_Lau" means any and all intemational, national, regional or local laws, inctuding legislation, regulations, orders or common law relating to the pollution or protection of the Environment.
"IEe_P9rfogs4!99_Sla4dards" means the IFC Performance Standards (PS) on Social and Environmental Sustainability as at the date ofthis Agreement, including to the extent that they prescribe identifiable standards, the technical reference documents known as IFC's Environmental, Health, and Safety (EHS) Guidelines.
IFC PS 1: Social and Environmental Assessment & Management Systems; IFC PS 2: Labour & Working Conditions; The applicable IFC Performance Standards are: (a) (b) (c) (d) (e) (0 IFC PS 3: Pollution Prevention & Abatement; IFC PS 4: Community Health, Safety and Security; IFC PS 5: Land Acquisition and Involuntary Resettlement; IFC PS 6: Biodiversity Conservation and Sustainable Natural Resource Management; (g) IFC PS 8: Cultural Heritage.
The applicable IFC Environmental, Health, and Safety (EHS) Guidelines are: (a) General EHS Guidelines; (b) EHS Guidelines on Thermal Power Plants; (c) EHS Guidelines on Electric Power Transmission and Distribution; (d) EHS Guidelines on Plantation Crop Production; (e) EHS Guidelines on Crude Oil and Petroleum Products terminals, provided that items (b) to (d) immediately above shall not apply to the Ethanol Facilities.
"nounataUte on Sustain*1ffi' means the international initiative coordinated by the Energr Center at EPFL in Lausanne that brings together farmers, companies, non-governmental organizations, experts, governments, and inter- governmental agencies concemed with ensuring the sustainability of biofuels production and processing.
The RSB has developed a third-party certification system for biofuels sustainability standards, encompassing environmental, social and economic principles and criteria through an open, transparent, and multi-stakeholder process.

9055167.2(, Annex III (4 "nounataUte on Sustain 'means the Principles and Criteria for sustainable biofuel production (Version 2.0) developed by the Roundtable on Sustainable Biofuels as at the date ofthis Agreement.
"Social Law" means any law, rule or regulation (including intemational treaty obligations that has l.-he force of law, rule or regulation in the relevant jurisdiction) conceming (i) labour, (ii) social security, (iii) the regulation of industrial relations (between govemment, employers and employees), (iv) the protection of occupational as well as public health and safety, (v) the regulation of public participation, (vi) the protection and regulation of ownership of land rights (both formal and traditional), immovable goods and intellectual and cultural property rights, (vii) the protection and empowerment of indigenous peoples or ethnic groups, (viii) the protection, restoration and promotion of cultural heritage, (ix) social protection rights, (xi) the prohibition of gender-based violence and other forms of violence, and (xii) all other laws, rules and regulations providing for the protection of employees and citizens.
90s5167.26 Annex Ill a -.-=..-4..-