##### 



CONFORMED COPY
 
 LOAN AGREEMENT
 between
 E.P. INTEROIL, LTD.
 and
 OVERSEAS PRIVATE INVESTMENT CORPORATION
 Dated as of June 12, 2001
 OPIC/889-2000-218-DI




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TABLE OF CONTENTS
 PageARTICLE 1DefinitionsSection 1.01. Definitions
    
    
    1Section 1.02. Interpretation
    
    
    17Section 1.03. Financial Plan
    
    
    17ARTICLE 2Amount and Terms of the LoanSection 2.01. Amount and Disbursement
    
    
    18Section 2.02. Commitment Fee
    
    
    18Section 2.03. Cancellation of the Commitment
    
    
    18Section 2.04. Interest
    
    
    19Section 2.05. Repayment of the Loan
    
    
    19Section 2.06. Voluntary Prepayment
    
    
    19Section 2.07. Mandatory Prepayment
    
    
    20Section 2.08. Facility Fee
    
    
    20Section 2.09. Maintenance Fee
    
    
    20Section 2.10. Waiver and Amendment Fees
    
    
    21Section 2.11. Taxes
    
    
    21Section 2.12. Miscellaneous
    
    
    22ARTICLE 3Representations And WarrantiesSection 3.01. Existence And Power Of The Companies
    
    
    23Section 3.02. Authority Of The Companies
    
    
    23Section 3.03. Financial Condition
    
    
    23Section 3.04. Capitalization of the Companies
    
    
    24Section 3.05. Subsidiaries
    
    
    24Section 3.06. Liens
    
    
    25Section 3.07. Taxes and Reports
    
    
    25Section 3.08. Defaults
    
    
    25Section 3.09. Litigation
    
    
    25Section 3.10. Compliance with Law; Corrupt Practices
    
    
    25Section 3.11. Easements, Property Interests, Utilities, Etc
    
    
    26Section 3.12. Environmental Matters
    
    
    27
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PageSection 3.13. Project Cost and Project Completion
    
    
    27Section 3.14. Disclosure
    
    
    27Section 3.15. Suspension and Debarment
    
    
    27Section 3.16. Certain Contracts
    
    
    27Section 3.17. Specified Policies
    
    
    28ARTICLE 4Conditions Precedent To First DisbursementSection 4.01. Corporate Authorization
    
    
    28Section 4.02. Financing Documents
    
    
    29Section 4.03. Approved Financial Plan
    
    
    31Section 4.04. Government Approvals
    
    
    32Section 4.05. Land
    
    
    32Section 4.06. Insurance
    
    
    32Section 4.07. Approval of Construction Contract
    
    
    32Section 4.08. Due Diligence
    
    
    33Section 4.09. Appointment of Agent
    
    
    33Section 4.10. Legal Opinions
    
    
    33Section 4.11. Management Control
    
    
    33Section 4.12. Other Documents
    
    
    34Section 4.13. Debt Service Reserve Account
    
    
    34ARTICLE 5Conditions Precedent to Each DisbursementSection 5.01. Representations and Defaults
    
    
    34Section 5.02. Change in Circumstances
    
    
    34Section 5.03. Certification
    
    
    34Section 5.04. Financial Information and Construction Progress
    
    
    35Section 5.05. Payment or Reimbursement of Expenses
    
    
    35Section 5.06. Sponsor Investment
    
    
    35Section 5.07. Fulfillment of Conditions to Subordinated Loan
    
    
    35Section 5.08. Specified Policies
    
    
    35Section 5.09. Shell Contracts
    
    
    36Section 5.10. Other Documents; Opinions
    
    
    36ARTICLE 6Affirmative CovenantsSection 6.01. Project Completion
    
    
    36Section 6.02. Company Operations
    
    
    36Section 6.03. Maintenance of Rights and Compliance with Laws
    
    
    37Section 6.04. Government Approvals; Foreign Exchange Consents
    
    
    37Section 6.05. Maintenance of Insurance
    
    
    37
 ii




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PageSection 6.06. Accounting and Financial Management
    
    
    38Section 6.07. Financial Statements and Other Information
    
    
    38Section 6.08. Access to Records; Inspection; Meetings
    
    
    40Section 6.09. Notice of Default and Other Matters
    
    
    40Section 6.10. Security Documents
    
    
    40Section 6.11. Financial Ratios
    
    
    41Section 6.12. Environmental Compliance
    
    
    41Section 6.13. O&M Agreement
    
    
    41Section 6.14. Third-party Consents
    
    
    41ARTICLE 7Third-party ConsentsSection 7.01. Liens
    
    
    42Section 7.02. Indebtedness
    
    
    42Section 7.03. No Alteration of Agreements
    
    
    42Section 7.04. Dividends and Share Redemptions
    
    
    43Section 7.05. Conduct of Business with Sponsors
    
    
    43Section 7.06. Sale of Assets; Mergers
    
    
    44Section 7.07. Lease Obligations
    
    
    44Section 7.08. Hedging Arrangements
    
    
    44Section 7.09. Ordinary Conduct of Business
    
    
    44Section 7.10. Worker Rights
    
    
    45ARTICLE 8Defaults And RemediesSection 8.01. Events of Default
    
    
    46Section 8.02. Remedies upon Event of Default
    
    
    49Section 8.03. Jurisdiction and Consent to Suit
    
    
    49Section 8.04. Judgment
    
    
    50Section 8.05. Immunity
    
    
    50ARTICLE 9MiscellaneousSection 9.01. Notices
    
    
    51Section 9.02. English Language
    
    
    52Section 9.03. Governing Law
    
    
    52Section 9.04. Succession
    
    
    52Section 9.05. Survival of Agreements
    
    
    52Section 9.06. Integration; Amendments
    
    
    52Section 9.07. Severability
    
    
    52Section 9.08. No Waiver
    
    
    53Section 9.09. Waiver of Jury Trial
    
    
    53
 iii




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PageSection 9.10. Waiver of Litigation Payments
    
    
    53Section 9.11. Indemnity
    
    
    53Section 9.12. No Third Party Reliance; No Assignment
    
    
    54Section 9.13. Further Assurances
    
    
    54Section 9.14. Counterparts
    
    
    54
 Schedule X
    
    Contributed EquipmentSchedule Y
    
    EPC Contract RequirementsSchedule 1.03
    
    Preliminary Financial PlanSchedule 2.05
    
    Repayment ScheduleSchedule 2.05B
    
    Physical Completion CertificateSchedule 4.04
    
    Government ApprovalsSchedule 4.08
    
    Due DiligenceSchedule 6.05
    
    Maintenance of InsuranceSchedule 6.12
    
    Environmental ComplianceExhibit A
    
    Form of Disbursement RequestExhibit B
    
    Form of Self-Monitoring QuestionnaireExhibit C
    
    Guidelines for Preparation of Financial StatementsExhibit D
    
    Uniform Credit Cash FlowExhibit E
    
    Form of Promissory Note
 iv




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LOAN AGREEMENT
 LOAN AGREEMENT Borrower OPIC
 W I T N E S S E T H :
 WHEREAS IL Companies
 WHEREAS
 NOW, THEREFORE
  Definitions
 Section 1.01 . Definitions.
 Account Bank
 Additional Amount
 Adjusted Net Income plus




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plus less plus provided
      Affiliate control
 Agreement
 2




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Annual Budget
 Application
 Approved Financial Plan
 Authorizations
 Authorized Officer
 Borrower
 Business Day
 Capital Expenditures
 Cash Available for Debt Service plus plus minus
 3




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plus minus
 Charter Documents
 Closing Date
 Collateral Account Agreement
 Commitment
 Commitment Fee
 Commitment Letter
 Commitment Period
 Company Companies
 Compensation Payments
 Construction Contract
 4




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Construction Contractor
 Contributed Amounts
 Contributed Equipment
 Control
 Corrupt Practices Laws ' '
 Current Assets
 Current Liabilities
 Debt Service
 Debt Service Coverage Ratio
 Debt Service Reserve Account
 Default
 Default Rate
 5




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Development Costs
 Disbursement
 Disbursement Request
 Distribution Account
 Dollars $
 Downstream Loan Documents
 Downstream Loans
 EMMP
 Enron Papua New Guinea
 Environmental Consultant
 Environmental Report
 EPC Guarantee
 Event of Default
 6




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Facility Fee
 Feedstock Supply Agreement
 Financial Statements
 Financing Documents
 Fiscal Year
 Governmental Authority
 Hedging Arrangement
 IAS
 IL
 Indebtedness
 7




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Indemnified Person
 Indemnity
 Independent Engineer
 Insurance Consultant
 Interest Expense plus
 Interest Period
 InterOil
 Italian Turbine Contract
 Lien
 8




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Litigation Payment
 Loan
 Loan Documents
 Loan Maturity Date
 Local Currency LC
 Loss
 Maintenance Fee
 Material Adverse Effect
 Net Income
 Note
 Note Interest Rate
 9




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O&M Agreement
 OHSP
 OPIC
 OPIC Environmental Requirements
 OPIC Plaintiff
 OPIC Spread per annum per annum
 Papua New Guinea
 Payment Date th st
 PC
 Person
 Phil Mulacek Philippe Mulacek
 Physical Completion Certificate
 Physical Completion Conditions
 Physical Completion Date
 10




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PIE
 Potential Event of Default
 Preliminary Financial Plan
 Prepayment Premium
 Product Sales Agreement
 Project
 Project Agreement
 Project Completion
 Project Contracts
 Project Documents
 Prudent Industry Practice
 Rights of Way
 11




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Security Agreement
 Security Documents
 Self-Monitoring Questionnaire
 Share Pledge Agreements
 Share Retention Agreements
 Shell Contracts
 Shell Consent Deeds
 Shell Domestic Consent Deed
 Site
 Site Lease
 SPCC
 12




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Specified Policies
 SPI
 Sponsor Support Agreement
 Sponsors
 Subordinated Lender
 Subordinated Loan
 Subordinated Loan Agreement
 Subordination Agreement
 Subordinated Obligations
 Supplemental Financial Statements
 Tangible Net Worth less
 13




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Tangible Net Worth Coverage Ratio
 Taxes
 Transfer Date
 Treasury Cost Treasury Securities provided
  14




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Uniform Credit Analysis Cash Flow Statement
 U.S. GAAP
 U.S. Person Entity
     plan
 ' provided, however,
 15




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Worker Rights Requirements
 World Bank Guidelines
 16




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Section 1.02 . Interpretation.
  Article Section Schedule Exhibit
    hereof herein hereunder include includes including without limitation without
limitation by specification
   satisfactory to OPIC in such manner as OPIC may determine to OPICs
satisfaction at OPICs election
 Section 1.03 . Financial Plan. Preliminary Financial Plan
 17




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Approved Financial
Plan
 Amount and Terms of the Loan
 Section 2.01 . Amount and Disbursement. Commitment.
 (b) Disbursement; Term
 (c) Number and Amount of Disbursements provided
 Section 2.02 . Commitment Fee. Commitment Fee
 Section 2.03 . Cancellation of the Commitment.
 18




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Section 2.04 . Interest. Note Interest Rate Note Interest
Rate
   (b) Default Interest Default Rate
  per annum
 Section 2.05 . Repayment of the Loan.
 Physical Completion Certificate
 Section 2.06 . Voluntary Prepayment. Prepayment Premium
 19




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Section 2.07 . Mandatory Prepayment.
       Section 2.08 . Facility Fee. Facility Fee
 . Maintenance Fee. Maintenance
Fee
 20




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. Waiver and Amendment Fees.
 . Taxes. Taxes Additional
Amount
    21




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. Miscellaneous. Payment or Reimbursement of Expenses
 Currency and Place of Payment
  
 Computation of Interest on Notes and Fees
 Application of Payments to OPIC
 22




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Representations And Warranties
  . Existence And Power Of The Companies.
 . Authority Of The Companies.
 Financial Condition.
 23




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. Capitalization of the Companies.
  . Subsidiaries.
 24




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. Liens.
 . Taxes and Reports.
 . Defaults.
 . Litigation. Site
 . Compliance with Law; Corrupt Practices.
 25




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. Easements, Property Interests, Utilities, Etc.
 26




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. Environmental Matters.
 . Project Cost and Project Completion.
 . Disclosure.
 . Suspension and Debarment.
 . Certain Contracts.
 27




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. Specified Policies. provided
 Conditions Precedent To First Disbursement
  . Corporate Authorization.
     28




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. Financing Documents.
 Loan Documents
       29




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Security Documents
   Project
Documents
  30




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Financing
Documents.
  . Approved Financial Plan.
 31




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. Government Approvals.
        . Land.
 . Insurance.
  . Approval of Construction Contract.
 32




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. Due Diligence.
 . Appointment of Agent.
 . Legal Opinions.
      . Management Control.
 33




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. Other Documents.
 . Debt Service Reserve Account. e.g.
 Conditions Precedent to Each Disbursement
  . Representations and Defaults.
 . Change in Circumstances.
 . Certification.
 34




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. Financial Information and Construction Progress.
 . Payment or Reimbursement of Expenses.
 . Sponsor Investment. Contributed
Amounts
 . Fulfillment of Conditions to Subordinated Loan.
 . Specified Policies.
 35




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. Shell Contracts. provided
 provided
 . Other Documents; Opinions.
 Affirmative Covenants
  . Project Completion.
 . Company Operations.
 36




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. Maintenance of Rights and Compliance with Laws.
 . Government Approvals; Foreign Exchange Consents.
  . Maintenance of Insurance.
 37




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. Accounting and Financial Management.
  . Financial Statements and Other Information.
  38




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Annual Budget
     39




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. Access to Records; Inspection; Meetings.
 . Notice of Default and Other Matters.
 . Security Documents.
 40




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. Financial Ratios.
 . Environmental Compliance.
 . O&M Agreement.
 . Third-party Consents.
 Third-party Consents
  41




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. Liens.
     . Indebtedness.
      . No Alteration of Agreements.
 42




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. Dividends and Share Redemptions. provided however provided
further
 . Conduct of Business with Sponsors.
 provided however
 43




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. Sale of Assets; Mergers.
      . Lease Obligations.
 . Hedging Arrangements.
 . Ordinary Conduct of Business.
 44




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provided
    . Worker Rights.
 45




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Worker Rights Requirements Project Contracts
 Defaults And Remedies
 . Events of Default. Event of Default
   46




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47




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48




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. Remedies upon Event of Default.
  . Jurisdiction and Consent to Suit.
 49




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. Judgment.
 . Immunity.
 50




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Miscellaneous
 . Notices.
  
   
  51




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. English Language.
 . Governing Law.
 . Succession.
 . Survival of Agreements.
 . Integration; Amendments.
 . Severability.
 52




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. No Waiver.
  . Waiver of Jury Trial.
 . Waiver of Litigation Payments. OPIC Plaintiff Litigation Payment
 . Indemnity. Indemnity Indemnified Person
 53




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Loss
 . No Third Party Reliance; No Assignment.
 . Further Assurances.
 . Counterparts.
 54




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E.P. INTEROIL, LTD.By:
    
    /s/ Phil E. MulacekIts:
    
    Authorized DirectorOVERSEAS PRIVATE INVESTMENT CORPORATIONBy:
    
    /s/ James C. PolanIts:
    
    Manager, Project Finance
 55




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Schedule X
 Contributed Equipment
 DESCRIPTION OF REFINERY ASSETS
 1.
    
    Main Crude Processing Unit (Two Modules)2.
    
    Crude heaters3.
    
    Boiler4.
    
    Gasoline Stripper Column (C102)5.
    
    Diesel Furnace Oil Stripper (C104)6.
    
    Crude Column (C101)7.
    
    CATF Base Stripper Column (C103)8.
    
    Turbine Fuel Stripper9.
    
    Desalter10.
    
    LSR Separation Unit11.
    
    Boiler Feed Pumps12.
    
    Heat Exchangers and Asphalt Heaters13.
    
    Stabilizers (C105)14.
    
    Compressor15.
    
    Diesel Furnace16.
    
    Product Loading Manifolds17.
    
    Air Coolers18.
    
    Reboilers19.
    
    Clay Treater20.
    
    Main Furnaces21.
    
    All Plans, Drawings, and Records
 Module and Furnaces
  °
 Five Major Columns
 1.
    
    Atmospheric column: 120 diameter. Carbon steel with 40 sieve type trays
 SX-1




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2.
    
    Heavy Straight Run Gasoline Stripper: 36 diameter, 34 tangent to tangent, 8 sieve type
trays3.
    
    Chevron Aircraft Turbine Fuel Base Stripper: 48 inside diameter, 29 tangent to tangent, 8
sieve type trays4.
    
    Diesel Furnace Oil Stripper: 66 diameter at bottom head, 48 diameter top head, 31 total
tangent to tangent, 8 sieve type trays5.
    
    Gasoline Stabilizer Column: 54 bottom head, 30 top head, 74 total tangent to tangent, 30
sieve type trays.
 MAJOR EQUIPMENT ITEMS
 C-101
    
    Crude Column: 120 ID x 95  6 T-T (113  11
OAL), 56 psig design @ 655°F Steel  SA285C FBQ
with 9 of stainless cladding type T405 in flash zone
between tray No. 5&6; weight: 147,000 lbs. Built
1962 by American Pipe and Construction Co., Portland,
Oregon. SN12353, NB#6759, ASME Code stamped U &
W, Partial x-rayed, partial stress relieved,
corrosion allowances: 0.1, 1/8, 3/16.F-101A&B
    
    Crude Charge Heaters (2): 30.4 MM BTU/hr. each, 22
tubes are steel A-161, 26 tubes are 5% Chrome steel,
A-200 T5, Petrochem Isoflow SN-62F166-1A&1B, vertical
cylindrical, -13 OD x -30 straight side w/convection
section on top, 4-1/2 OD tubes x .275 wall.V-101
    
    Desalter: 12 dia x 13 t-t Horizontal, 240 psi @
400°F, Petreco Cylectric Desalter w/(2) grids,
upper & lower, (4) rectifiers, rating 100 KVA, 460v.
Built by Mosher in 1962, stress relieved, weight: 48,800 lbs.NOTE: Manway open, looks good inside.BOILER
    
    Boiler, Packaged: 50,000#/hr., 275 psig approx.
10-6 Wx11-7 Hx27-4 Lg. Fuel: Turbine Oil and/or
Pitch-18,500 BTU/lb., 30.0 API. Built by Erie City
Iron Works; Type: Keystone, Model SP#15-300 #, water
tube package Keystone boiler tubes: 2x.105wall, SA
178A; steam outlet is 6-300#; One burner: steam
atomizing Model SAO-24; (4) Soot blowers, 100 high
stack on side. Forced draft fan driven by Terry steam
turbine #600 BCH.
 COLUMNS
 C-101
    
    Crude Column: 120ID x 95-6T-T (113-11 OAL), 56 psig
 SX-2




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** See Major Equipment Listing for details**C-102
    
    Hv SR Gaso Stripper, 36 ID x 34-2 t-t, design: 62 psig @
650°F with 18 trays, SN 12354, 12,400 lbs., 46-6 OALC-103
    
    CATF Base Stripper, 48ID x 29-2 t-t, (40-10 OAL), 62 psig @
650°F with 8 trays, SN 12355, 12,000 lbs.C-104
    
    Diesel Furnace Oil Stripper, 60 ID Bottom & 48 ID Top x 31  9
t-t (45-3 OAL) 14,100 lbs., SN 12356, 8 trays in top section.C-105
    
    Stabilizer, 54ID Bottom with 15 trays & 30 ID Top with 15 trays
74  3 T-T (84-11 OAL) 32,600 lbs., SN 12357, 187 psig @
450°F.C-106
    
    Turbine Fuel Stripper, 30 ID x 14-4 t-t (25-7 OAL) with 4 Sieve
Trays, 62 psig @ 650°F, SN 12375, 3600 lbs.Note:
    
    All columns are built by American Pipe & Construction Co., Portland,
Oregon 1962. All are code stamped with NB Numbers, all rated 7.5
psi external also.
 PUMPS
 P-101&A
    
    Crude Charge Pumps (2): 715 gpm @ 757 United J4 x 15CTC (6 end suction x 4 top
discharge) SN 88044,5P-101A Driven by Terry Type Z-4 Turbine, 185HP, 220 psi inlet/50 psi exhaustP-101 Driven by 250 HP, 3550 RPM, TEFC motor.P-102&A
    
    Crude Booster Pumps (2): 770 gpm @ 547, United J4x15 CTC, SN
88046,7 1962.P-102A Driven by Terry Turbine 130 HP, 3550 RPM, Type E, SN 32188, 220 psig inlet, 50 psig
max. exhaust.P-101Driven by 150 HP, TEFC Motor.P-103&A
    
    Water Service (2): 35 gpm @ 560, United C-1-1/2 x 13 STC,
SN88048,9 with 40 HP motors, 1962.P-104&A
    
    Crude Col Reflux (2): 760 gpm @ 258, United W-4 x 9 STC, SN
88050,1 1962.P-104
    
    Driven by Westinghouse 50 HP Motor, 3550 RPM, TEFC, 208-220/4400P-104A
    
    Driven by Terry Steam Turbine approx. 50 HP
 SX-3




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P-105 Water Draw Spare: 35 gpm @ 725, United C-1-1/4 x 13 STC, SN 88049, 4/9/62, with 60 HP
motor, 3550 RPM, TEFC
P-105A Stabilizer Feed: 132 gpm @ 725, United N-1-1/4 x 13 STC, SN 88052, 4/9/62. With Terry
Turbine approximately 60 HP.P-106
    
    Heavy SR Gasoline: 170 gpm @ 204, United FX-2x9 TC, SN 88054,
Steel Case, Cast Iron Impeller, 4 suction, 2 discharge with 10
HP motor, TEFCP-107&A
    
    CAT Stripper Bottoms (2): 193 gpm @ 232 United H-3x9 TC SN 88055,
both driven by 15 HP motors, TEFC.P-108&A
    
    Diesel Furnace Stripper Bottoms (2): 495 gpm @ 410, United M- 3x13 TC SN 88057P-108 Driven by 50 HP motor, TEFCP-108A Driven by Terry Type Z Turbine SN 32511, 55 HP, 3550 RPM, Max Inlet: 220 psig, Max
Exhaust: 50 psig.P-109
    
    Crude Column Bottoms: 450 gpm @ 208, United A-4x9 TC, SN 88059,
4/9/62, with 30 HP motor TEFC.P-110&A
    
    Stabilizer Reflux (2): 95 gpm @ 262, United CX-2x9L STC, SN
88060, 4/9/62, both with 10 HP Westinghouse motors, TEFC.P-114
    
    No 4 Cut: 50 gpm @ 191, United BX- 1-1/4 x 9L-TC, SN 88749.
6/27/62 with 7-1/2 HP motor, TEFC, 3550 RPM.P-121
    
    CATF Booster: 175 gpm @ 505, United 1-1/2 TCB with 40 HP motor
TEFC.P-122
    
    CATF Blend Transfer: 30 gpm @ 280, United BX 1-1/2 x9 L-TC, with
10 HP Motor, TEFC.P-204&A
    
    Boiler Feed Water (2): 130 gpm @ 653, United F-2x12 LTCM 2 Stg, SN 88599, 88600.P204 with 60 HP Westinghouse motor, TEFCP204A with 50 HP Terry Type Z steam turbine, SN 32542, 240 psig max inlet, 50 psig max
exhaust.
 EXCHANGERS
 E-101
    
    Crude Exchanger: 1782 sq. ft. Steel Shell: 150 psi @ 500°F
Steel Tubes: 300 psi @ 650°F Type AES, built May 1962 by
 SX-4




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Western Supply, Tulsa, OK. 28OD x 20 Long Tubes, (454) Tubes -
2/4, 14 gage, 20 long SA 214 Steel Stamped U & W.E-101A
    
    (Previously E9 @ Richmond)Crude Exchanger: approx. 1,200 ft. steel shell: 150 psi @ 550°F/Steel
Tubes: 450 psi @ 350°F Type AES, built 12/3/57, Job #2045, SN 4335, HSB#
14325, NB#782, U & W stamped, SR, CH-FDC, Spot XR., 20OD.E-103
    
    Resid/Crude: 2714 sq. ft., Steel Shell: 150 psi @ 650°F
Type AES Western 1962, U stamped, 1 pass Shell/4 pass tubes,
(692) Tubes 3/4. 14 gage, 20 Long SA 214. 19,800 lbs.E-104
    
    Brown Fin Tube (4) sections, 20.9 sq. ft. each Steel Shell: 275
psi @ 650°F/Steel Tubes: 500 psi @ 300°F NB#6886, U
& API stamped, 1962.E-105
    
    Diesel Furnace Oil/Crude: 885 sq. ft., Steel 1 pass Shell: 150
psig @ 500°F Steel 2 pass tubes: 425 psig @ 650°F
with (226) tubes 3/4 14 gage 20 SA 214 Type AES, Built May 1962
by Western, ASME U Stamped.E-106
    
    CATF/Crude: 885 sq. ft. same as E-105, E-105&6 stacked.E-107&A
    
    Resid/Crude (2) (stacked): 1550 sq. ft. each, Steel one pass
shell 150 psi @ 650°F/Steel 2 pass tubes (396) 3/4 11 gage
20 SA214, 13,300 lbs. Type AES. 26 ODx20 Built May 1962 by
Western, U stamped.E-108 Air Cooler, ATM Column O.H. Condenser: 3557 sq. ft. bare, 58,262 sq. ft.
extended, 57 psig @ 650°F, 26.5 MM BTU/HR, one pass, one cell, 3 coils, (2)
25 HP fans/cell, 22-2 w x 30 L x 12H, YUBA 1YTF-430-212
(154) 1 x 12 gage steel tubes with aluminum finsE-109
    
    Air Cooler, ATM Column OH Condenser, 3,003 sq. ft. bare, 49,182 sq.
ft. extended, 13.3 MM BTU/Hr., otherwise same as E-108.E-110
    
    Heavy SR gasoline Stripper Reboiler: 266 sq. ft. Vertical. Steel
one pass shell: 160 psig @ 650°F/ steel one pass tubes: 64
psig @ 650°F with (178) tubes 3/4 OD 14 gage x 96
 SX-5




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E-111
    
    CATF Base Stripper Reboiler: 833 sq. ft. Vertical Steel one pass
shell: 160 psig @ 650°F/steel one pass tubes: 64 psig @
650°F AES, 29 x 8, Western, 1962E-112
    
    Air Cooler, Hvy SR Prod Cooler, 877 sq. ft. bare, 14,376 sq. ft.
extended 60 psig @ 375°F, 16-7 w x 30L x 12H, with 1 12
gage steel tubes, Alum fins one cell /2 fans per cell 20 HP each.YUBA 1YTF 330-212E-113
    
    Air Cooler, CATF Base Product Cooler. 970 sq. ft. bare, 15,890 sq.
ft. extended 120 psig @ 650°F with 1 12 gage steel tubes,
Alum Fins, YUBA YTF 330-212E-114
    
    Air Cooler, Diesel Furnace Oil Prod Cooler, 785 sq. ft. bare, 12,863
sq. ft. extended 158 psig @ 473°F with (102) 1 12 gage steel
tubes with Alum Fins, YUBA 1YTF 230-210E-115
    
    Stabilizer Feed Bottoms: 314 sq. ft. AES, 12 x 20. Western 1962.
3,300 lbs. Steel one pass shell: 270 psig @ 650°F.E-116
    
    Air Cooler, Stabilizer O.H. Condenser: 877 sq. ft. bare, 14,376 sq.
ft. extended 185 psig @ 375°F. One section, 2 fans/cell YUBA
YTF 230-210, 1 12 gage steel tubes, alum fins.E-117
    
    Stabilizer Reboiler: 785 sq. ft. Vertical, 25 x 10, Western, AES,
8,000 lbs., Steel one pass Shell: 275 psig @ 650°F/Steel one
pass tubes: 190 psig @ 650°F.E-118
    
    Air Cooler. LT SR Product Cooler, 600 sq. ft. bare, 9,836 sq. ft.
extended 178 psig @ 406°F, 1 12 gage tubes, Alum fins, YUBA
YTF 330-212.E-119
    
    Air Cooler, Turbine Fuel Cooler, 433 sq. ft. bare, 7106 sq. ft.
extended 150 psig @ 650°F, 1 fan, 1 cell with 1 12 gage steel
tubes. Alum fins YUBA YGF-810-107E-120
    
    G-Fin, Glycol cooler, 140.6 sq. ft. Steel Shell: 500 psig @
650°F/Steel Tubes: 500 psig @ 650°F Brown Type
117-000-720
 VESSELS
 V-102
    
    Crude O.H. Reflux 84 ID x 20 t-t, Horizontal, 61 psig @
650°F, Steel, 14,000 lbs.
 SX-6




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##### 



V-103
    
    Separator 72 ID x 20 t-t, Horizontal, 60 psig @ 650°F
Steel, 12,000 lbs.V-104
    
    Stabilizer Reflux 36 ID x 8 t-t, Horizontal 200 psig @
450°F, Steel 2,700 lbs.V-115
    
    Clay Treater 66 ID x 16 t-t, Vertical 306 psig @ 450°F,
Steel, 15,608 lbs.
 COMPRESSOR
 K-101
    
    Crude Column Overhead Gas, Chicago Pneumatic 7x9 TB, SN 70639, 117 SCFM, P1 = 25.7 psig, P2
= 177.2 psig, 317 RPM max. with 25 HP motor, TEFC.
 DELIVERY
 F-102
    
    Diesel Stripper Reboiler, Petrochem, vertical, cylindrical. 3.15 MM BTU/HR, 64 psi @
609°F Inlet, (15) Tubes: 4.5 OD, .337 Wall, A-161 Steel.
 MISCELLANEOUS ITEMS
 One Lot B Structured Steel, Platforms, Ladders, Manual Valves and Piping
Spools.
 SX-7




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##### 



DESCRIPTION OF RECONDITIONED GAS TURBINE GENERATORS
                 SX-8




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##### 



DESCRIPTION OF REFORMER ASSETS:
 3.0
    
    HDS UNIT3.1
    
    Charge Pump, Heater & Reactor P & IDE-1251, 1252, 1253, 1254HDS FEED / EFFLUENT EXCHANGER (used surplus)P-1151 A, BHDS CHARGE PUMP3 x Flow Control ValvesH-1451HDS CHARGE HEATER2 x Flow Control Valves1 x Pressure Control ValveR-1351HDS REACTOR (Refractory Lined)1 x Flow Control Valve3.2
    
    HDS Stripper and Side Stripper P & IDC-1353STRIPPER COLUMN (used surplus)1 x Flow Control ValveE-1264STRIPPER REBOILER (used surplus)1 x Temperature Control ValveC-1355SIDE STRIPPER COLUMN1 x Flow Control ValveE-1269SIDE STRIPPER REBOILER3.0 MM BTU / HR1 x Temperature Control Valve3.3
    
    HDS Reactor Effluent / Stripper Feed Exchange Systems P & ID
 SX-9




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##### 



E-1255EFFLUENT CONDENSERE-1256, E-1257EFFLUENT TRIM COOLERSV-1352REACTOR SEPARATOR (Used Surplus)1 x Pressure Control Valve2 x Level Control ValveE-1258, E-1259STRIPPER FEED BOTTOMS EXCHANGERS1 x Flow Control Valve (to Naphtha Distillation)E-1272STRIPPER BOTTOMS COOLER (Existing)1 x Flow Control Valve3.4
    
    HDS Stripper Overhead and Side Stripper Exchange System P & IDE-1262STRIPPER OVERHEAD CONDENSERE-1263STRIPPER OVERHEAD TRIM CONDENSERV-1354STRIPPER ACCUMULATOR (Used Surplus)P-1153A & BSTRIPPER REFLUX PUMPSP-1159SOUR DISTILLATE PRODUCT PUMP1 x Level Control ValveE-1266 A,B,C,DSIDE STREAM STRIPPER BOTTOMS COOLERS1 x Level Control ValveV-1316CHLORIDE INJECTION DRUM (Packaged Unit)P-1106CHLORIDE METERING PUMP
 SX-10




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##### 



V-1310METHANOL STG. DRUM (Packaged Unit)P-1105METHANOL METERING PUMPP-1101 A & BCHARGE PUMPS1 x Flow Control ValveE-1204SECONDARY FEED EFFLUENT EXCHANGERE-1201, E-1202, E-1203PRIMARY FEED EFFLUENT EXCHANGERSH-1401CHARGE HEATER1 x Temperature Control Valve1 x Pressure Control ValveR-1301REACTOR50 I.D. x 13  0 T/TV-1501BOILER STEAM DRUM1 x Level Control Valve (Boiler Feed Water)1 x Pressure Control Valve (Steam Export)P-1109 A & BBOILER FEED WATER PUMPSH-1402REHEATER1 x Temperature Control Valve1 x Pressure Control ValveR-1302REACTORH-1403REHEATER1 x Temperature Control Valve1 x Pressure Control Valve
 SX-11




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##### 



R-1303REACTOR1 x Flow Control ValveC-1305STABILIZER COLUMNP-1103 A & BSTABILIZER REFLUX PUMPS1 x Flow Control ValveE-1206STABILIZER REBOILER (Existing)1 x Temperature Control ValveE-1212STABILIZER OVERHEAD CONDENSERV-1308STABILIZER OVERHEAD ACCUMULATOR1 x Level Control Valve1 x Pressure Control ValveV-13183 x Pressure Control ValvesE-1207, E-1208REACTOR EFFLUENT CONDENSERS (Used Surplus)V-1304PRODUCT SEPARATOR DRUM (Used Surplus)1 x Flow Control Valve1 x Pressure Control Valve1 x Level Control ValveE-1210 & 1211STABILIZER EXCHANGERS (Combined)E-1216STABILIZER BOTTOMS COOLERDuty: 4.27 MM BTU / HR1 x Level Control ValveK-1901HYDROGEN RECYCLE COMPRESSOR1 x Shut Down Control Valve
 SX-12




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##### 



E-1218JACKET WATER / LUBE OIL COOLER2 x 25 HP MotorsP-1107 A & BJACKET WATER PUMPSV-1323JACKET WATER STORAGE DRUMK-1902HYDROGEN RECYCLE COMPRESSOR1 x shut down control valveK-1903HYDROGEN RECYCLE COMPRESSOR1 x Shut Down Control Valve / 1 x Pressure Control ValveP-1112START UP LUBE OIL PUMPE-1213LUBE OIL COOLER (K1903)V-1321STARTING AIR RECEIVERV-1306COMPRESSOR SUCTION KNOCK OUT DRUMC-1353STRIPPER COLUMN (Used Surplus)1 x Flow Control ValveE-1264STRIPPER REBOILER (Used Surplus)1 x Temperature Control ValveC-1355SIDE STRIPPER COLUMN1 x Flow Control ValveE-1269SIDE STRIPPER REBOILER3.5
    
    One Lot B Structured Steel, Platforms, Ladders, Manual Valves
 SX-13




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##### 



and Piping Spools
 SX-14




---



##### 



Schedule Y
 EPC Contract Requirements




---



##### 



Schedule 1.03
 Preliminary Financial Plan
  At InterOil
    
    At OPICBook Value
    
    VauationUS$m
    
    US$mContributed Equipment
    
    
    41
    
    
    
    26Development Costs already
incurred (to Mar 2001)
    
    
    29
    
    
    
    29EPC (fixed price)
    
    
    94
    
    
    
    94Owners Costs
    
    
    14
    
    
    
    14Contingency & Reserve
    
    
    6
    
    
    
    6Finance Costs (fees and IDC)
    
    
    7
    
    
    
    7Total Project Cost
    
    
    191
    
    
    
    176Plus funding of Debt Service
Reserve Account
    
    
    9
    
    
    
    9Total Funding Requirement
    
    
    200
    
    
    
    185
  At InterOil
    
    At OPICBook Value
    
    VauationUS$m
    
    US$mContributed Equipment and
Development Costs
already funded
    
    
    70
    
    
    
    55Senior Debt provided by OPIC
    
    
    85
    
    
    
    85InterOil Funding (Equity and
Subordinated Debt) /
Guarantees required
    
    
    36
    
    
    
    36Funding of Debt Service
Reserve Account1
    
    
    9
    
    
    
    9Total Funding
    
    
    200
    
    
    
    185
 
 1
    
    To be fully funded in cash pursuant to Section 4.13 prior to the first Disbursement.




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##### 



Schedule 2.05
 Repayment Schedule
  Repayment
    
    Principal toDate
    
    Number
    
    be Repaid(1)31-Dec-03
    
    
    1
    
    
    $
    4,500,00030-Jun-04
    
    
    2
    
    
    $
    4,500,00031-Dec-04
    
    
    3
    
    
    $
    4,500,00030-Jun-05
    
    
    4
    
    
    $
    4,500,00031-Dec-05
    
    
    5
    
    
    $
    4,500,00030-Jun-06
    
    
    6
    
    
    $
    4,500,00031-Dec-06
    
    
    7
    
    
    $
    4,500,00030-Jun-07
    
    
    8
    
    
    $
    4,500,00031-Dec-07
    
    
    9
    
    
    $
    4,500,00030-Jun-08
    
    
    10
    
    
    $
    4,500,00031-Dec-08
    
    
    11
    
    
    $
    4,500,00030-Jun-09
    
    
    12
    
    
    $
    4,500,00031-Dec-09
    
    
    13
    
    
    $
    4,500,00030-Jun-10
    
    
    14
    
    
    $
    4,500,00031-Dec-10
    
    
    15
    
    
    $
    4,500,00030-Jun-11
    
    
    16
    
    
    $
    4,500,00031-Dec-11
    
    
    17
    
    
    $
    4,500,00030-Jun-12
    
    
    18
    
    
    $
    4,500,00030-Dec-12
    
    
    19
    
    
    $
    4,000,000TOTAL
    
    
    
    
    
    $
    85,000,000




---



##### 



Schedule 2.05B
 [FORM OF PHYSICAL COMPLETION CERTIFICATE]
 PHYSICAL COMPLETION CERTIFICATE
 DATE:TO:
    
    Overseas Private Investment Corporation (OPIC)1100 New York Avenue, N.W.Washington, D.C. 20527Attn.: Vice President for Finance, and [Investment Officer]
 Loan Agreement Borrower OPIC
  Physical Completion Date Physical Completion Conditions




---



##### 



S2.05B-2




---



##### 



Schedule 3.11
 Easements




---



##### 



4.04
 Government Approvals
  Authorizations already obtained
 Customs Tariff Act 1990
 Employment of
Non-Citizens Act
 Environment Planning Act 1978
 by National Capital
District Water and Sewerage Act 1996
 
    
    Use water sourced and derived from the Companys boreholes on the Site
Lease until such time as Eda Ranu is able to supply adequately from the
mains;
    
    Construct and operate a sewerage system to a design approved by Eda Ranu
for the project and refinery operations within the Site Lease.
 Oil and Gas Act 1998
 Physical Planning Act 1989
 PPFL 1 Oil and Gas Act 1998




---



##### 



Authorizations to be obtained prior to first Disbursement
 Water Resources Act
              Harbours Board Act
  S-4.05-2




---



##### 



Land Act
1996
 Electricity
Commission Act
 S-4.05-3




---



##### 



Schedule 4.08
 DUE DILIGENCE
 1.
    
    State Leases
  2.
    
    Landowner Issues
  3.
    
    Corporate Issues
 
    
    IL Constitution B Registration; confirm consistency with other IPA records re
share structure; inappropriate provisions.
 
    
    IL filings B confirm annual returns lodged in accordance with the Act.
 4.
    
    EPI Ownership of FormerChevron Assets




---



##### 



Schedule 6.05
  (A)
    
    Insurance by the Contractor and the Operator.
 (1)
    
    Insurance By The Contractor: The Companies shall cause the Contractor
to maintain in full force and effect at all times on and after the first Closing
Date and continuing throughout the terms of the Agreement, insurance policies with
limits and coverage provisions sufficient to satisfy the requirements set forth in
each of the Project Documents.(2)
    
    Insurance By The Operator: The Companies shall cause the operator
under the O&M Agreement to maintain in full force and effect at all times on and
after the O&M Agreement is executed and then throughout the term of the Agreement,
insurance policies with limits and coverage provisions sufficient to satisfy the
requirements set forth in each of the Project Documents.
 (B)
    
    Insurance by the Companies: The Companies shall procure at their own expense and
maintain in full force and effect at all times on and after the first Closing Date (unless
otherwise specified below) and continuing throughout the term of this Agreement (unless
otherwise specified below) insurance policies with responsible insurance companies authorized
to do business in Papua New Guinea (if required by law or regulation) with (i) a Best
Insurance Reports rating of A- or better and a financial size category of IX or higher,
(ii) or a Standard & Poors financial strength rating of BBB+ or higher, (iii) or other
companies acceptable to OPIC, with limits and coverage provisions sufficient to satisfy the
requirements set forth in each of the Project Documents, but in no event less than the limits
and coverage provisions set forth below (providedthat the requirements with respect to the
Specified Policies shall be those requirements set forth in the Sponsor Support Agreement).
 (1)
    
    Workers Compensation Insurance: Workers compensation insurance as
required by applicable laws. A maximum deductible or self-insured retention of
$25,000 per occurrence shall be allowed.(2)
    
    Employers Liability Insurance: Employers liability insurance for the
Companies liability arising out of injury to or death of




---



##### 



employees of the
Companies in the amount of $1,000,000 per accident. A maximum deductible or self-insured retention of $25,000 per
occurrence shall be allowed.
 (3)
    
    General Liability Insurance: Liability insurance on an occurrence
basis against occurrences anywhere in the world and claims filed in anywhere in the
world for the Companies liability arising out of claims for personal injury
(including bodily injury and death) and property damage. Such insurance shall
provide coverage for products-completed operations (which coverage shall remain in
effect for a period of at least three years following the final completion date
contemplated in the Construction Contract), blanket contractual, broad form
property damage, personal injury insurance, independent contractors and sudden and
accidental pollution liability with a $1,000,000 minimum limit per occurrence for
combined bodily injury and property damage provided that policy aggregates, if any,
shall apply separately to claims occurring with respect to the Project. A maximum
deductible or self-insured retention of $100,000 per occurrence shall be allowed.(4)
    
    Automobile Liability Insurance: Automobile liability insurance for the
Companiess liability arising out of claims for bodily injury and property damage
covering all owned (if any), leased, non-owned and hired vehicles used in the
performance of the Companies obligations under the Construction Contract with a
$1,000,000 minimum limit per accident for combined bodily injury and property
damage and containing appropriate no-fault insurance provisions wherever
applicable. A maximum deductible or self-insured retention of $25,000 per
occurrence shall be allowed.(5)
    
    Marine Liability: Marine liability insurance for the Companies
liability arising out of claims for bodily injury or property damage arising out of
any vessel or barge owned, rented or chartered by the Companies with a minimum
$25,000,000 limit per occurrence provided that policy aggregates, if any, shall
apply separately to claims occurring with respect to the Project.(6)
    
    Marine Terminal Operators Liability: On or before the substantial
completion date contemplated in the Construction Contract, Marine Terminal
Operators Liability for the Companies liability arising out of claims for bodily
injury or property damage including physical damage to vessels, property of others
or cargo during docking/undocking, loading/unloading or while in the custody of the
Companies with a minimum limit of $25,000,000
 
       per occurrence. A maximum deductible
or self-insured retention of $250,000 per occurrence shall be allowed.
 (7)
    
    Environmental Impairment Liability: Environmental Impairment Liability
insurance for the Companies liability arising out of the release of pollutants
that cause environmental damage or bodily injury or property damage to third
parties and first party clean-up expenses with a minimum limit of $50,000,000. A
maximum deductible or self-insured retention of $1,000,000 per claim shall be
allowed.Solely with respect to the Environmental Impairment Liability insurance outlined
in this section, the Companies shall not be required to obtain such insurance
earlier than the sixtieth (60th) day prior to the date crude oil is
first introduced into the Project.(8)
    
    Excess Liability Insurance: Excess liability insurance on an
occurrence basis covering claims (on at least a following form basis) in excess of
the underlying insurance described in the foregoing subsections (2), (3), (4), (5)
and (6), with a $25,000,000 minimum limit per occurrence until the sixtieth
(60th) day prior to the date crude oil is first introduced into the
Project and a $50,000,000 minimum limit per occurrence thereafter, provided that
aggregate limits of liability, if any, shall apply separately to claims occurring
with respect to the Project.The amounts of insurance required in the foregoing subsections (2), (3), (4),
(5), (6) and this subsection (8) may be satisfied by Companies purchasing
coverage in the amounts specified or by any combination of primary and excess
insurance, so long as the total amount of insurance meets the requirements
specified above.(9)
    
    Aircraft Liability Insurance: If the performance of the Construction
Contract requires the use of any aircraft that is owned, leased or chartered by the
Companies, aircraft liability insurance insuring the Companies with a $25,000,000
minimum limit per occurrence for property damage and bodily injury, including
passengers and crew provided that policy aggregates, if any, shall apply separately
to claims occurring with respect to the Project.(10)
    
    Construction All Risks: Property damage insurance on an all risk
basis insuring the Companies, the Construction Contractor, sub-contractors, the
operator under the O&M Agreement and OPIC, as their interests may appear, including
coverage for the perils of earth movement (including but not limited to earthquake,
landslide,
 
       subsidence and volcanic eruption), flood, boiler, turbine and machinery
accidents, strike, riot, civil commotion, sabotage and terrorism. For purposes
of this clause terrorism shall be defined as any act of any person acting on
behalf of or in connection with any organization with activities directed towards
the overthrowing or influencing of any government de jureor de factoby force or
violence.
 (a)
    
    Property Covered: The Construction All Risks insurance
shall provide coverage for (i) the buildings, structures, boilers,
machinery, equipment, facilities, fixtures, supplies, fuel and other
properties constituting a part of the Project, (ii) free issue items used in
connection with the Project, (iii) the inventory of spare parts to be
included in the Project, (iv) property of others in the care, custody or
control of the Companies, (v) all preliminary works, temporary works and
interconnection works, (vi) foundations and other property below the surface
of the ground, (vii) electronic equipment and media, (viii) any item of
construction equipment whose loss or damage could result in delay in
completion of the Project, (ix) steam and electrical transmission lines and
equipment to the extent the Companies have an insurable interest and (x) all
the Contributed Equipment and all assets included in Contributed Amounts.(b)
    
    Additional Coverages: The Construction All Risks policy
shall insure (i) the cost of preventive measures to reduce or prevent a loss
(sue & labor) in an amount not less than $5,000,000, (ii) operational and
performance testing for a period not less than sixty (60) days, (iii) inland
transit with sub-limits sufficient to insure the largest single shipment to
or from the Site from anywhere within New Guinea, (iv) attorneys fees,
engineering and other consulting costs, and permit fees directly incurred in
order to repair or replace damaged insured property in a minimum amount of
$5,000,000, (v) expediting expenses (defined as extraordinary expenses
incurred after an insured loss to make temporary repairs and expedite the
permanent repair of the damaged property in excess of the delayed startup
coverage even if such expenses do not reduce the delayed startup loss) in an
amount not less than $5,000,000, (vi) off-site storage with sub-limits
sufficient to insure the full replacement value of any property or equipment
not stored on the Site, (vii) the removal of debris with a sub-limit not
less than limit not less




---



##### 



than $5,000,000, and (viii) pollution clean up and
removal for a sub-limit not less than $250,000.
 (c)
    
    Special Clauses: The Construction All Risks policy shall
include (i) a seventy-two (72) hour flood/storm/earthquake clause, (ii) an
unintentional errors and omissions clause, (iii) a 50/50 clause, (iv) a
requirement that the insurer pay losses within 30 days after receipt of an
acceptable proof or
loss or partial proof of loss, (v) an other insurance clause making this
insurance primary over any other insurance, (vi) currency clause giving
the insured the option of obtaining loss payments in either Dollars or the
equivalent amount of Papua New Guinea LCs, and (vii) a clause stating
that the policy shall not be subject to cancellation by the insurer except
for non-payment of premium.(d)
    
    Prohibited Exclusions: The Construction All Risks policy
shall not contain any (i) coinsurance provisions, (ii) exclusion for loss or
damage resulting from freezing, mechanical breakdown, (iii) exclusion for
loss or damage covered under any guarantee or warranty arising out of an
insured peril, or (iv) exclusion for resultant damage caused by ordinary
wear and tear, gradual deterioration, normal subsidence, settling, cracking,
expansion or contraction, faulty workmanship, design or materials.(e)
    
    Sum Insured: The Construction All Risks policy shall (i)
be on a completed value form, with no periodic reporting requirements, (ii)
insure 100% of the completed insurable value of the Project, (iii) value
losses at replacement cost, without deduction for physical depreciation or
obsolescence including custom duties, taxes and fees and (iv) insure earth
movement and flood coverage.(f)
    
    Deductible: The Construction All Risks insurance shall
have no deductible greater than $250,000 per occurrence for operational
testing coverage and $100,000 per occurrence for all other coverage.(g)
    
    Policy Expiration: The Construction All Risks insurance
shall remain in effect until replaced by operational physical damage
insurance as specified in Section (B)(13) below.
 (11)
    
    Delayed Startup Insurance: Delayed startup coverage insuring the Companies
and OPIC, as their interests may appear, covering the




---



##### 



Companies fixed costs and debt
service as a result of loss or damage insured by Section (B)(10) above resulting in a
delay in completion of the Project beyond its anticipated date of completion in an
amount not less than eighteen (18) months projected continuing expenses plus debt
service of the Borrower.Such insurance shall (a) have a deductible of not greater than 30 days aggregate
for all occurrences during the construction period, (b) have an indemnity period
not less than eighteen (18) months, (c) include an interim payments clause
allowing for the monthly
payment of a claim pending final determination of the full claim amount, (d)
cover loss sustained when access to the Site is prevented due to an insured peril
at premises in the vicinity of the Site, (e) cover loss sustained due to the
action of a public authority preventing access to the Site due to imminent or
actual loss or destruction arising from an insured peril at premises in the
vicinity of the Site, (f) insure loss caused by damage to finished equipment or
machinery while awaiting shipment at a suppliers premises (including all the
Contributed Equipment and all assets included in Contributed Amounts), (g) insure
loss resulting from caused by damage or mechanical breakdown to construction
plant and equipment at the Site not already insured by Section (B)(9) above, (h)
not contain any form of a coinsurance provision or include a waiver of such
provision and (i) cover loss sustained due to the accidental interruption or
failure of supplies of electricity, gas, sewers, water or telecommunication up to
the terminal point of the utility supplier with the Site.Coverage shall remain in effect until replaced by business interruption insurance
as specified in Section (B)(14) below.(12)
    
    Marine Cargo Insurance: cargo insurance insuring the Companies and OPIC, as
their interests may appear, on a warehouse to warehouse basis including land, air
and marine transit insuring all risks of loss or damage on a replacement cost basis
plus freight and insurance from the time the goods are in the process of being loaded
for transit until they are finally delivered to the Site including during shipment
deviation, delay, forced discharge, re-shipment and transshipment. Such insurance
shall include coverage for war, strikes, theft, pilferage, non-delivery, charges of
general average sacrifice or contribution, salvage expenses, temporary storage in
route, consolidation, repackaging, refused and returned shipments, contain a
replacement by air extension clause, 50/50 clause, unintentional, difference in
conditions for C.I.F. shipments, errors and omissions clause, import duty clause,
non-




---



##### 



vitiation clause, an English law and practices plus adjustment and settlement
clause, OPIC loss payable clause satisfactory to the Insurance Consultant, debris
removal, contain no exclusion for inadequate packing or survey warranties and insure
for the replacement value of the largest single shipment plus freight and insurance,
subject to a minimum limit of $15,000,000 per conveyance.(13)
    
    Marine Cargo Delayed Startup Insurance: Delayed startup insurance insuring
the Companies and OPIC, as their interest may appear, for the Companies fixed costs,
including debt service, as a result of (i) loss or damage insured by Section (B)(12)
above, (ii)
cover loss sustained when ingress to or egress from the Site is prevented, and
(iii) loss, breakdown or damage to the hull, machinery or equipment of the vessel
or aircraft on which the insured property is being transported, resulting in a
delay in completion of the Project beyond their anticipated date of completion in
an amount not less than eighteen (18) months projected continuing expenses plus
debt service of the Borrower. Such insurance shall have a deductible of not
greater than thirty (30) days per occurrence or thirty (30) days aggregate for
all occurrences during the construction of the Project.(14)
    
    Operational Property Damage Insurance: On or prior to the Substantial
Completion Date or the expiration of the Construction All Risks insurance, whichever
comes first, property damage insurance on an all risk basis insuring the Companies
and OPIC, as their interests may appear, including coverage against damage or loss
caused by earth movement (including but not limited to earthquake, landslide,
subsidence and volcanic eruption), flood, boiler and machinery accidents, strike,
riot, civil commotion sabotage and terrorism. For purposes of this clause
terrorism shall be defined as any act of any person acting on behalf of or in
connection with any organization with activities directed towards the overthrowing or
influencing of any government de jureor de actoby force or violence.
 (a)
    
    Property Insured: The property damage insurance shall
provide coverage for (i) the buildings, structures, boilers, machinery,
turbines, equipment, facilities, fixtures, supplies, fuel and other
properties constituting a part of the Project, (ii) steam and electrical
transmission lines along with related equipment for which the Companies have
an insurable interest, (iii) the cost of recreating plans, drawings or any
other documents or computer system records, (iv) electronic




---



##### 



equipment and
(v) foundations and other property below the surface of the ground.(b)
    
    Additional Coverages: The property damage insurance
shall insure (i) transit and off-site repair including ocean marine and air
transit, if applicable, with sub-limits sufficient to insure the full
replacement value of the property or equipment prior to its being moved to
or from the Site and while located away from the Site, (ii) attorneys fees,
engineering and other consulting costs, and permit fees directly incurred in
order to repair or replace damaged insured property in a minimum amount of
$5,000,000, (iii) the cost of preventive measures to reduce or prevent a
loss (sue & labor) in an amount not less than $5,000,000, (iv)
increased cost of construction and loss to undamaged property as the
result of enforcement of building laws or ordinances with sub-limits not
less than 10% of the Full Insurable Value, (v) debris removal with
sub-limits not less than $5,000,000 or 25% of the loss, whichever is
greater and (vi) expediting expenses (defined as extraordinary expenses
incurred after an insured loss to make temporary repairs and expedite the
permanent repair of the damaged property in excess of the business
interruption even if such expense does not reduce the business
interruption loss) in an amount not less than $5,000,000.(c)
    
    Special Clauses: The property damage policy shall include
a (i) seventy-two (72) hour clause for flood, windstorm and earthquakes,
(ii) unintentional errors and omissions clause, (iii) requirement that the
insurer pay losses within thirty (30) days after receipt of an acceptable
proof of loss or partial proof of loss, (iv) other insurance clause making
this insurance primary over any other insurance and (v) currency clause
giving the insured the option of obtaining loss payment in either Dollars or
the equivalent amount of Local Currency.(d)
    
    Sum Insured: Losses shall be valued at their repair or
replacement cost, without deductible for physical depreciation or
obsolescence, including custom duties, taxes and fees. The property damage
policy shall insure the Project in an amount not less than the Full
Insurable Value. For purposes of this Section, Full Insurable Value
shall mean the full replacement value of the Project, including any
improvements, equipment, spare parts, fuel and supplies,
 
       without deduction
for physical depreciation and/or obsolescence.(e)
    
    Deductibles: The property damage insurance may have
deductibles of not greater than $100,000 per occurrence, except for the
turbine/generator units which shall not have a deductible greater than
$250,000 per occurrence.(f)
    
    Prohibited Exclusions: The property damage policy shall
not contain any (i) coinsurance provision, (ii) exclusion for loss or damage
resulting from freezing, mechanical breakdown, (iii) exclusion for loss or
damage covered under any guarantee or warranty arising out of an insured
peril or (iv) exclusion for resultant damage caused by ordinary wear and
tear, gradual deterioration, normal subsidence, settling
cracking, expansion or contraction, faulty workmanship, design or
materials.
 (15)
    
    Business Interruption Insurance: On or prior to the substantial completion
date contemplated in the Construction Contract or the expiration of the delayed
startup insurance, whichever comes first, business interruption insurance insuring
the Companies and OPIC, as their interests may appear, covering 100% of the
Companiess continuing normal operating expenses including payroll and debt service
for a period of 12 months, arising from loss required to be insured by Section
(B)(14)(a) above.Such insurance shall (a) have a deductible no greater than thirty (30) days
average daily value of production per occurrence, (b) include for a period of
twelve (12) months that portion of fixed expenses and debt service not earned
arising from an insured loss, (c) cover loss sustained when access to the Site is
prevented due to an insured peril at premises in the vicinity of the Site, (d)
cover loss sustained due to the action of a public authority preventing access to
the Site due to imminent or actual loss or destruction arising from an insured
peril at premises in the vicinity of the Site, (e) cover loss sustained due to
damage by an insured peril to contributing or recipient properties, (f) have an
indemnity period of not less than twelve (12) months, and (g) include a clause
allowing interim payments on account pending finalization of the claim payment.
Such insurance shall not contain any coinsurance clause or include a waiver of
such clause.(16)
    
    Specified Policies: As set forth in the Sponsor Support Agreement with
respect to the Specified Policies




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##### 



(17)
    
    Endorsements: All policies of liability insurance required to be maintained
by the Companies shall be endorsed as follows:
 (a)
    
    To name the Companies and OPIC and their respective
officers and employees (and such other Persons as may be required by the
Project Documents) as additional insureds;(b)
    
    To provide a severability of interests and cross
liability clause;(c)
    
    That the insurance shall be primary and not excess to or
contributing with any insurance or self-insurance maintained by the
Companies or OPIC.
 (18)
    
    Evidence of Insurance: The Companies shall, prior to the first Disbursement
date and upon request from time to time, to deliver
to OPIC such suitable evidence of insurance as may be reasonably requested by
OPIC.(19)
    
    Waiver of Subrogation: The Companies hereby waive any and every claim for
recovery from OPIC for any and all loss or damage covered by any of the insurance
policies to be maintained under this Agreement to the extent that such loss or damage
is recovered under any such policy. Inasmuch as the foregoing waiver will preclude
the assignment of any such claim to the extent of such recovery, by subrogation (or
otherwise), to an insurance company (or other person), the Companies shall give
written notice of the terms of such waiver to each insurance company which has
issued, or which may issue in the future, any such policy of insurance (if such
notice is required by the insurance policy) and shall cause each such insurance
policy to be properly endorsed by the issuer thereof to, or to otherwise contain one
or more provisions that, prevent the invalidation of the insurance coverage provided
thereby by reason of such waiver.
 (C)
    
    Amendment of Requirements:
 (1)
    
    Amendment by OPIC: OPIC may at any time, acting reasonably, amend the
requirements and approved insurance companies of this Schedule 6.05 due to (i) new
information not known by OPIC on the first Disbursement date and which poses a
material risk to the Project or (ii) changed circumstances after the first
Disbursement date which in the reasonable judgment of OPIC renders such coverage
materially inadequate.




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##### 



(2)
    
    Amendment Due To Commercial Unfeasibility: In the event any insurance
(including the limits or deductibles thereof) hereby required to be maintained shall
not be reasonably available and commercially feasible in the commercial insurance
market, OPIC shall not unreasonably withhold its agreement to waive such requirement
to the extent the maintenance thereof is not so available; provided, however, that
(i) the Companies shall first request any such waiver in writing, which request shall
be accompanied by a written report prepared by the Insurance Consultant, certifying
that such insurance is not reasonably available and commercially feasible (and, in
any case where the required amount is not so available, certifying as to the maximum
amount which is so available) and explaining in detail the basis for such
conclusions; (ii) at any time after the granting of any such waiver, but not more
often than once a year, OPIC may request, and the Companies shall furnish to OPIC
within fifteen (15) days after such request, supplemental reports reasonably
acceptable to OPIC from the Insurance Consultant updating their prior report
and reaffirming such conclusion; and (iii) any such waiver shall be effective
only so long as such insurance shall not be reasonable available and commercially
feasible in the commercial insurance market, it being understood that the failure
of the Companies to timely furnish any such supplemental report shall be
conclusive evidence that such waiver is no longer effective because such
condition no longer exists, but that such failure is not the only way to
establish such non-existence. The failure at any time to satisfy the condition
to any waiver of an insurance requirement set forth in the proviso to the
preceding sentence shall not impair or be construed as a relinquishment of the
Companies ability to obtain a waiver of an insurance requirement pursuant to the
preceding sentence at any other time upon satisfaction of such conditions. For
the purposes of this sub-section insurance will be considered not reasonably
available and commercially feasible if it is obtainable only at excessive costs
which are not justified in terms of the risk to be insured and is generally not
being carried by or applicable to projects or operations similar to the Project
because of such excessive costs.(D)
    
    Conditions:(1)
    
    Loss Notification: The Companies shall promptly notify OPIC of any single
loss or event likely to give rise to a claim against an insurer for an amount in
excess of $500,000 covered by any insurance maintained pursuant to Sections (B)(9),
(10), (11), (12), (13) and (14).




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##### 



(2)
    
    Payment of Loss Proceeds: All policies of insurance required to be
maintained pursuant to Sections (B)(9), (10), (11), (12), (13) and (14), shall
provide that the proceeds of such policies shall be payable solely to OPIC and
applied as specified in the Financing Documents.(3)
    
    Loss Adjustment and Settlement: A loss under any insurance required to be
carried under Sections (B)(10), (11), (12), (13), (14) and (15) shall be adjusted
with the insurance companies, including the filing in a timely manner of appropriate
proceedings, by the Companies, subject to the approval of OPIC if such loss is in
excess of $500,000. In addition, the Companies may in their reasonable judgment
consent to the settlement of any loss provided that in the event that the amount of
the loss exceeds $500,000 the terms of such settlement is concurred with by OPIC.(4)
    
    Policy Cancellation and Change: All policies of insurance required to be
maintained pursuant to this Schedule 6.05 shall be endorsed so that if at any time
should they be canceled, or
coverage be reduced (by any party including the insured) which affects the
interests of OPIC, such cancellation or reduction shall not be effective as to
OPIC for sixty (60) days, except for non-payment of premium which shall be for
ten (10) days, after receipt by OPIC of written notice from such insurer of such
cancellation or reduction.(5)
    
    Miscellaneous Policy Provisions: All policies of insurance required to be
maintained pursuant to Sections (B)(9), (10), (11), (12), (13) and (14) shall (i) not
include any annual or term aggregate limits of liability or clause requiring the
payment of additional premium to reinstate the limits after loss except as regards
the insurance applicable to the perils of flood, earth movement, sabotage and
terrorism, (ii) shall include OPIC as additional insured as its interest may appear
and (iii) include a clause requiring the insurer to make final payment on any claim
within thirty (30) days after the submission of proof of loss and its acceptance by
the insurer.(6)
    
    Separation of Interests: All policies (other than in respect to liability
or workers compensation insurance) shall insure the interests of OPIC regardless of
any breach or violation by the Companies or any other Party of warranties,
declarations or conditions contained in such policies, any action or inaction of the
Companies or others, or any foreclosure relating to the Project or any change in
ownership of all or any portion of the Project.




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##### 



(7)
    
    Acceptable Policy Terms and Conditions: All policies of insurance required
to be maintained pursuant to this Schedule 6.05 shall contain terms and conditions
reasonably acceptable to OPIC after consultation with the Insurance Consultant.(8)
    
    Waiver of Subrogation: All policies of insurance to be maintained by the
provisions of this Schedule 6.05 shall provide for waivers of subrogation in favor of
OPIC and their respective officers and employees (and such other Persons as may be
required by the Project Documents).
 (E)
    
    Evidence of Insurance: On the first Disbursement date or such other date as required by this
Schedule 6.05 and on an annual basis at least 10 days prior to each policy anniversary, the
Companies shall furnish OPIC with (1) certificates of insurance or binders, in a form
acceptable to OPIC, evidencing all of the insurance required by the provisions of this
Schedule 6.05 and (2) a schedule of the insurance policies held by or for the benefit of the
Companies and required to be in force by the provisions of this Schedule 6.05. Such
certificates of insurance/binders shall be executed by each insurer or by an authorized
representative of each insurer where it is
not practical for such insurer to execute the certificate itself. Such certificates of
insurance/binders shall identify underwriters, the type of insurance, the insurance limits
and the policy term and shall specifically list the special provisions enumerated for such
insurance required by this Schedule 6.05. Upon request, the Companies will promptly
furnish OPIC with copies of all insurance policies, binders and cover notes or other
evidence of such insurance relating to the insurance required to be maintained by the
Companies. The schedule of insurance shall include the name of the insurance company,
policy number, type of insurance, major limits of liability and expiration date of the
insurance policies.(F)
    
    Reports: Concurrently with the furnishing of the certification referred to in Section (E)
above, the Companies shall furnish OPIC with a report of an independent broker, signed by an
officer of the broker, stating that in the opinion of such broker, the insurance then carried
or to be renewed is in accordance with the terms of this Schedule 6.05 and attaching an
updated copy of the schedule of insurance required by Section (E) above. In addition the
Companies will advise OPIC in writing promptly of any default in the payment of any premium
and of any other act or omission on the part of the Companies which may invalidate or render
unenforceable, in whole or in part, any insurance being maintained by the Companies pursuant
to this Schedule 6.05.(G)
    
    Failure to Maintain Insurance: In the event the Companies fail, or fail to cause the
Contractor or the operator under the O&M Agreement, to take




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##### 



out or maintain the full insurance
coverage required by this Schedule 6.05, OPIC, upon thirty (30) days prior notice (unless the
aforementioned insurance would lapse within such period, in which event notice should be given
as soon as reasonably possible) to the Companies of any such failure, may (but shall not be
obligated to) take out the required policies of insurance and pay the premiums on the same.
All amounts so advanced thereof by OPIC shall become an additional obligation of the Companies
to OPIC, and the Companies shall forthwith pay such amounts to OPIC, together with interest
thereon at the Past-Due Rate from the date so advanced.(H)
    
    No Duty of OPIC to Verify or Review: No provision of this Schedule 6.05 or any provision of
any Financing Document shall impose on OPIC any duty or obligation to verify the existence or
adequacy of the insurance coverage maintained by the Companies, nor shall OPIC be responsible
for any representations or warranties made by or on behalf of the Companies to any insurance
company or underwriter. Any failure on the part of OPIC to pursue or obtain the evidence of
insurance required by this Agreement from the Companies and/or failure of the OPIC to point
out any non-compliance of such evidence of insurance shall not constitute a waiver of any of
the insurance requirements in this Agreement.(I)
    
    Maintenance of Insurance: The Companies shall at all times maintain the insurance coverage
required under the terms of the Project Documents.(J)
    
    Loss Proceeds:
 (1)
    
    All insurance policies required hereby covering loss or damage to the
Project shall provide that all Compensation Payments be applied as described below.
Upon the occurrence of any event with respect to which Compensation Payments are
payable, in respect of a single event, (x) in an amount not in excess of $500,000,
the Companies shall be permitted to apply such Compensation Payments to the prompt
payment or reimbursement of the costs of repair or replacement of properties or
assets constituting part of the Project subject to the terms of subsection (2) of
this Section (J) or (y) in an amount in excess of $500,000, the Companies shall be
permitted to apply such Compensation Payments to the prompt payment or reimbursement
of the costs of repair or replacement of properties or assets constituting part of
the Project subject to the terms of subsection (2) of this Section (J) if, and only
if, the Companies shall have furnished to OPIC and OPIC shall be satisfied with, and
shall have consented to, the following:




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##### 



(a)
    
    contracts for such repair or replacement demonstrating
the Companys ability to effect such repair or replacement (i) at a cost no
greater than such Compensation Payments (or, if such cost is greater,
accompanied by an explanation of the source of funds for such excess amounts
satisfactory to OPIC) and (ii) on a schedule reasonably acceptable to OPIC;(b)
    
    cash-flow projections and other assurances satisfactory
to OPIC demonstrating the Companies ability to meet their obligations under
the Financing Documents during the period from such loss until and following
completion of such repair or replacement;(c)
    
    evidence that all required approvals of all Governmental
Authorities to be obtained by the Companies or any contractor in connection
with the necessary repairs and replacements have been obtained or are
readily obtainable without material delay or expense; and(d)
    
    evidence that all Financing Documents and such required
approvals shall remain in full force and effect during such period and
thereafter to OPICs satisfaction and that the Companies and the Project are
in compliance in all material respects with all applicable laws (except for
any non-compliance caused by the casualty or other event that gave
rise to the payment of such Compensation Payments that (i) will not
prevent or materially delay the repairs or replacements proposed to be
made, (ii) will not result in any material liability or obligation being
imposed on the Companies, (iii) will not prevent the resumption of
construction or normal operations of the Project in accordance with the
Project Documents and substantially in accordance with the base case
projections for the Project upon the completion of the repairs or
replacements proposed to be made and (iv) will be cured upon completion of
the repairs or replacements proposed to be made);
 (2)
    
    Upon completion of any repair or replacement of properties or assets
constituting part of the Project, and upon filing with OPIC of (a) a certificate of
an Authorized Officer, certifying the completion f the repair or replacement of
properties or assets constituting part of the Project and the amount, if any,
required in the Companies opinion to be retained in an account approved by OPIC and
pledged to OPIC to OPICs satisfaction for the payment of any remaining costs of
repair or replacement not then due and payable




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##### 



or the liability for payment of which
is being contested or disputed by the Companies and (b) a certificate from the
Independent Engineer stating that, based upon reasonable investigation and review,
all of the information material to the repair or replacement of properties or assets
constituting part of the Project set forth in such Authorized Officers certificate
is true and complete in all material respects, the Compensation Payments, if any, in
excess of that amount to be retained by OPIC as specified in such Authorized
Officers certificate, shall be transferred to an account approved by OPIC and
pledged to OPIC to OPICs satisfaction.(3)
    
    If any Compensation Payments are not permitted to be applied in accordance
with subsections (1) or (2) of this Section (J), or if so permitted are not so
applied in accordance with subsections (1) or (2) of this Section (J) within sixty
(60) days following receipt of such Compensation Payments, then, if the aggregate
amount of such Compensation Payments not so otherwise applied exceeds $500,000, the
Borrower shall be obligated, to the extent required hereunder, to prepay the
principal amount of the Loan, in an amount that equals in the aggregate of such
Compensation Payments not so otherwise applied (or approved to be so applied);
provided, however, that if the aggregate amount of such Compensation Payments not so
otherwise applied shall not exceed $500,000 following such sixty (60) day period,
then such amounts shall be transferred to an account approved by OPIC and pledged to
OPIC to OPICs satisfaction;(4)
    
    Notwithstanding subsections (1), (2) and (3) above, if an Event of Default shall have occurred
and be continuing, OPIC shall apply all Compensation Payments as a prepayment of the Loan in
accordance with Section 2.06 and any other permitted payee of such Compensation Payments shall
apply all such amounts as a prepayment of the Loan pursuant to Section 2.07.




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##### 



Schedule 6.12
 ENVIRONMENTAL COMPLIANCE
  (a)
    
    cause the Project to be operated in compliance with the World Bank
Guidelines, the OPIC Environmental Requirements and applicable law;(b)
    
    at least ninety (90) days prior to Mechanical Completion (as defined in the
Construction Contract, Mechanical Completion) submit to OPIC an acceptable
Occupational Health and Safety Plan (the OHSP) consistent with international best
practices, including, but not limited to, safety measures, training, fire safety, and
public health safety.(c)
    
    at least ninety (90) days prior to Mechanical Completion, submit to OPIC an
acceptable Site location plan showing the exact location of the Site relative to its
surroundings as well as the extent of earth moving necessary for the Project. This
plan shall be drawn to a legible scale and certified by a surveyor acceptable to
OPIC;(d)
    
    at least ninety (90) days prior to the Mechanical Completion, submit to
OPIC an acceptable Project layout showing the locations of all key apparatus
including, but not limited to, tanks, sumps, jetties, wharf, ponds and major piping.
The layout shall be drawn to a legible scale and certified by a surveyor acceptable
to OPIC;(e)
    
    at least ninety (90) days prior to Mechanical Completion, submit to OPIC an
acceptable waste disposal plan outlining the final disposal of all solid waste
generated on the Site during construction and daily operations;(f)
    
    at least ninety (90) days prior to the Mechanical Completion, submit to
OPIC an acceptable air emission data for the Project and power generators that shall
include, but not be limited to, dimensions, flowrates, velocities, sulfur dioxide,
and nitrogen dioxide emissions;(g)
    
    at least ninety (90) days prior to Mechanical Completion, submit to OPIC an
acceptable wharf and jetty design and location. This plan shall show, without
limitation, the location and design of the wharf(s) and jetties, any and all impacts
to the environment (both




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##### 



land and sea), and any dredging that was necessary for the
selected locations;(h)
    
    at least ninety (90) days prior to Mechanical Completion, submit to OPIC an
acceptable hazardous waste disposal plan outlining the final disposal of all oily and
hazardous waste generated on the Site. This plan shall include, but not be limited
to, any proposed bioremediation techniques, disposal of slop material and waste
holding area;(i)
    
    at least ninety (90) days prior to Mechanical Completion, submit to OPIC an
acceptable Spill Prevention Control and Countermeasure plan (the SPCC) consistent
with international best practices. The SPCC shall provide details on, without
limitation, secondary containment measures at the fuel storage sites (and any testing
done on the constructed tanks to ensure their integrity), actions planned to prevent
human exposure (including the proposed tiered response plan), safety from fires, the
contamination of surface water and groundwater in the event of spills, tank ruptures,
or other such incidents, information on truck and oil tanker loading and offloading,
bunding material and dimensions, method and material of construction of oil/water
separators, tank sizes and material of construction and the amount and type of
sorbent material stored on the Site;(j)
    
    at least ninety (90) days prior to Mechanical Completion, submit to OPIC an
acceptable Environmental Management and Monitoring Plan (the EMMP) consistent with
international best practices and including, but not limited to, applicable regulatory
standards and guidelines, organizational responsibilities and management,
socio-economic impacts and Site background information;(k)
    
    prior to the Projects third year of operation, submit to OPIC an
acceptable independent assessment of the current status of the Projects compliance
with applicable environmental requirements. This audit shall be performed by an
independent engineer acceptable to OPIC who has the knowledge to evaluate the
rojects environmental compliance policies, practices and controls;(l)
    
    on each anniversary of the date of the Loan Agreement, submit to OPIC an
acceptable annual self-monitoring report. Each such report shall include, without
limitation, regular testing results for any emissions standard, effluent standards,
noise, reports of material non-compliance with relevant environmental guidelines




---



##### 



and
requirements and remedial actions required to meet relevant environmental guidelines
and requirements; and(m)
    
    within twenty-four (24) hours of its occurrence, submit to OPIC an acceptable written notice of
any accident impacting the environment or resulting in the loss of life.
 
       Exhibit A
 Form of Disbursement Request
   
 Attention:
    
    Vice President for Finance
with a copy to Treasurer
 Disbursement Request
  Company OPIC Loan Agreement
  Amount of
Disbursement:
    
    $[]Closing Date:
    
    Not less than ten (10) Business Days from the date OPIC receives this Disbursement Request.Repayment
Schedule for this
Disbursement:
 Repayment
    
    
    Principal toDate
    
    Number
    
    
    be Repaid[]
    
    
    1
    
    
    $
    []




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##### 



Very truly yours,E.P. INTEROIL, LTD.By:Its:




---



##### 



Schedule to Exhibit A
    
   Repayment Schedule in Respect of Disbursement No. [1][2][3][4][5]
  
  Repayment
    
    Principal toDate
    
    Number
    
    be Repaid[]
    
    
    1
    
    
    $[]




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##### 



Very truly yours,OVERSEAS PRIVATE INVESTMENT CORPORATIONBy:Its:
 Accepted and agreed:E.P. INTEROIL, LTD.By:Its:




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##### 



Exhibit C
 Guidelines for Preparation of  Supplemental Financial Statements
 
 Independent Accountants
    Income Statement:
    
    Income and expenses denominated in Dollars will be reported at their
Dollar book value. Income and expenses denominated in LCs will be reported at the
average exchange rate for the period.Fixed Assets:
    
    Fixed assets will be recorded at $[] (based on the
Construction Contract) plus interest, finance and other costs capitalized during
construction. Depreciation will be calculated in Dollars and accumulated
depreciation will be reported in Dollars.




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##### 



Inventories:
    
    Inventories purchased in Dollars will be reported at their Dollar book value.
Inventories purchased in LCs will be translated at the exchange rate on the
transaction date.Receivables:
    
    Receivables in Dollars will be reported at the Dollar book value.
Receivables in LCs will be translated at the exchange rate at the end of the period.Cash and
Bank Balances:
    
    Balances denominated in Dollars will be reported at their Dollar
book value. Balances in LCs will be translated at the exchange rate at the end of
the period.Accounts Payable:
    
    Accounts payable in Dollars will be reported at their Dollar book value.
Accounts payable in LCs will be translated at the exchange rate at the end of the
period.Loans:
    
    The portion payable within twelve (12) months will be classified as the current
portion of long term debt in the balance sheet. The balance will be classified as
long term debt in the balance sheet. Loans payable in Dollars will be reported at
their Dollar book value. Loans payable in LCs will be translated at the exchange
rate at the end of the period.Equity:
    
    Common stock shares denominated in LCs will be translated at the exchange rate on
the transaction date of LCs [] to the Dollar.Retained Earnings:
    
    Retained earnings for each year will be reported in Dollars at the average
exchange rate for the period. These Dollar sums will remain fixed at that amount in the balance
sheets in subsequent years.




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##### 



Exhibit D
 UNIFORM CREDIT CASH FLOW
  -(Non-discretionary Capital Expenditure)
 +/-(Changes in investments)
 +/-Changes in common stock, retained earnings, minority interest)
 +Any additional cash




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##### 



Exhibit E
 [FORM OF] PROMISSORY NOTE
 $[]
    
    Dated: , ___
 Borrower OPIC Payment Date Loan Maturity Date provided, however per annum plus per annum per annum Note Interest Rate
 Loan Agreement Disbursement




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##### 



TRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK, UNITED STATES OF AMERICA, WITHOUT REGARD TO ITS CONFLICT OF LAW RULES THAT WOULD
REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK
 E.P. INTEROIL, LTD.By:Title:
 
       Exhibit E Schedule 1
 REPAYMENT SCHEDULE
  Repayment
    
    
    Principal toDate
    
    Number
    
    
    be Repaid[                    ]
    
    
    1
    
    
    $
    [                    ][                    ]
    
    
    2
    
    
    $
    [                    ][                    ]
    
    
    3
    
    
    $
    [                    ]TOTAL
    
    
    
    
    
    $
    [                     ]




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##### 



LIMITED WAVER AND AMENDMENT NO. 13 TO
LOAN AGREEMENT
 LIMITED WAIVER AND AMENDMENT NO. 13  Amendment   Loan Agreement  Borrower OPIC
 WITNESSETH
 WHEREAS
 NOW, THEREFORE
 Section 1. Defined Terms; References.
 Section 2. Waivers.
     Section 3. Amendments to Loan Agreement.
 Financial Ratios.




---



##### 



Debt Service Reserve Account.
 Section 4. Conditions Precedent to Effectiveness.
 Section 5. Governing Law.
 Section 6. No Waiver; No Course of Dealing.




---



##### 



Section 7. Counterparts.
 Signature Page Follows.




---



##### 



IN WITHNESS WHEREOF,
 EP INTEROIL, LTD.By: /s/ [ILLEGIBLE]Name: [ILLEGIBLE]Title: [ILLEGIBLE]OVERSEAS PRIVATE INVESTMENT
CORPORATIONBy: /s/ Steven A. SmithName: Steven A. SmithTitle: Senior Investment Officer




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##### 



LIMITED WAIVER AND AMENDMENT NO. 18 TO
LOAN AGREEMENT
 LIMITED
WAIVER AND AMENDMENT NO. 18, Amendment Loan
Agreement Borrower) OPIC
 WITNESSETH
 WHEREAS,
 NOW, THEREFORE,
 Section 1. Defined Terms; References.
 Section 2. Waiver.
   Section 3. Amendment to Loan Agreement.(a)
 Financial Ratios.




---



##### 



Section 4. Conditions Precedent to Effectiveness.
 Section 5. Governing Law.
 Section 6. No Waiver; No Course of Dealing.
   Section
7. Counterparts
 Signature
Page Follows.
 2




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##### 



IN
WITHNESS WHEREOF,
 EP INTEROIL, LTD.By: /s/ [ILLEGIBLE]Name: [ILLEGIBLE]Title: [ILLEGIBLE]OVERSEAS PRIVATE INVESTMENT CORPORATIONBy:Name:Title:
 A-1




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##### 



LIMITED
WAIVER AND AMENDMENT NO. 15 TO
LOAN AGREEMENT
AND
AMENDMENT NO 5 TO
COLLATERAL ACCOUNT AGREEMENT
 LIMITED
WAIVER AND AMENDMENT NO. 15, Amendment Loan Agreement Borrower (OPIC Collateral Account Agreement
 WITNESSETH
 WHEREAS,
 NOW, THEREFORE,
 Section 1. Defined Terms; References.
 Section 2. Waiver.
   Section 3. Amendment to Loan Agreement.




---



##### 



Debt Service Reserve Account. 29,
  Refinery Optimization.
 Section 4. Amendment to Collateral Account Agreement.
   Section 5. Conditions Precedent to Effectiveness.
 Section 6. Governing Law.
 2




---



##### 



Section 7. No Waiver; No Course of Dealing.
   Section 8. Counterparts.
 Signature Page Follows.
 3




---



##### 



IN WITHNESS WHEREOF,
 EP INTEROIL, LTD.By: /s/ [ILLEGIBLE]Name: [ILLEGIBLE]Title: [ILLEGIBLE]OVERSEAS PRIVATE INVESTMENT CORPORATIONBy: /s/ Steven A. SmithName: Steven A. SmithTitle: Senior Investment officer
 A-4




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##### 



LIMITED WAIVER AND AMENDMENT NO. 16 TO
LOAN AGREEMENT
 LIMITED
WAIVER AND AMENDMENT NO. 16, Amendment Loan Agreement Borrower OPIC
 WITNESSETH
 WHEREAS,
 NOW, THEREFORE
 Section 1. Defined Terms; References.
 Section 2. Waiver.
   Section 3. Amendment to Loan Agreement.
  Debt Service Reserve Account.




---



##### 



Section 4. Conditions Precedent to Effectiveness.
 Section 5. Governing Law.
 Section 6. No Waiver; No Course of Dealing.
   Section 7. Counterparts.
 Signature Page Follows.
 2




---



##### 



IN WITHNESS WHEREOF,
 EP INTEROIL, LTD.By:
    
    /s/ Christian VinsonName: Christian VinsonTitle: DirectorOVERSEAS PRIVATE INVESTMENT
CORPORATIONBy:
    

/s/ Steven A. SmithName: Steven A. SmithTitle: Senior Investment officer
 3




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##### 



LIMITED WAIVER AND AMENDMENT NO. 17 TO
LOAN AGREEMENT
 LIMITED
WAIVER AND AMENDMENT NO. 17 Amendment Loan Agreement Borrower OPIC
 WITNESSETH
 WHEREAS,
 NOW, THEREFORE,
 Section 1 Defined Terms; References.
 Section
2. Waiver.
   Section 3. Amendment to Loan Agreement.
  Debt Service Reserve Account.




---



##### 



Section 4. Conditions Precedent to Effectiveness.
 Section 5. Governing Law.
 Section 6. No Waiver: No Course of Dealing.
   Section 7. Counterpart.
 Signature Page Follows.
 2




---



##### 



IN
WITHNESS WHEREOF,
 EP INTEROIL, LTD.By:
    

/s/ [ILLEGIBLE]Name: [ILLEGIBLE]Title: [ILLEGIBLE]OVERSEAS PRIVATE INVESTMENT
CORPORATIONBy:
    

/s/ Steven A. SmithName: Steven A. SmithTitle: Senior Investment officer
 3




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##### 



LIMITED WAIVER AND AMENDMENT NO. 14 TO
LOAN AGREEMENT
AND
SPONSOR SUPPORT AGREEMENT NO.1
 LIMITED WAIVER AND AMENDMENT NO. 14, Amendment Loan Agreement Borrower OPIC Sponsor Support Agreement IL SPI PIE
 WITNESSETH
 WHEREAS,
 NOW, THEREFORE,
 Section 1. Defined Terms; References.
 Section2. Waiver.
   Section 3. Amendment to Loan Agreement.




---



##### 



Section 4. Conditions Precedent to Effectiveness.
 Section 5. Governing Law.
 Section 6. No Waiver; No Course of Dealing.
   Section 7. Counterparts.
 Signature Page Follows.
 2




---



##### 



IN
WITHNESS WHEREOF
 EP INTEROIL, LTD.By: /s/ [ILLEGIBLE]Name: [ILLEGIBLE]
Title:   [ILLEGIBLE]OVERSEAS PRIVATE INVESTMENT
CORPORATIONBy: /s/ Steven A. SmithName: Steven A. SmithTitle: Senior Investment OfficerINTEROIL LIMITEDBy: /s/ [ILLEGIBLE]Name: [ILLEGIBLE]Title: [ILLEGIBLE]S.P. INTEROIL, LDCBy: /s/ [ILLEGIBLE]Name: [ILLEGIBLE]Title: [ILLEGIBLE]P.I.E. GROUP, LLCBy: /s/ [ILLEGIBLE]Name: [ILLEGIBLE]Title: [ILLEGIBLE]
 A - 1




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##### 



LIMITED WAIVER AND AMENDMENT NO. 18 TO
LOAN AGREEMENT
 LIMITED WAIVER AND AMENDMENT NO. 18 Amendment), Loan Agreement), Borrower) (OPIC).
 WITNESSETH
 WHEREAS,
 NOW, THEREFORE,
 Section 1. Defined Terms; References.
 Section 2. Waiver.
   Section 3. Amendment to Loan Agreement.
 Financial Ratios.




---



##### 



Section 4. Conditions Precedent to Effectiveness.
 Section 5. Governing Law.
 Section 6. No Waiver; No Course of Dealing.
   Section 7. Counterparts.
 Signature Page Follows.
 2




---



##### 



IN WITHNESS WHEREOF,
 EP INTEROIL, LTD.By:Name:Title:OVERSEAS PRIVATE INVESTMENT
CORPORATIONBy: /s/ Steven A. SmithName: Steven A. SmithTitle: Senior Investment Officer
 A-1