EXHIBIT 10.1


AGREEMENT
FOR THE SUPPLY OF NATURAL GAS


between


ENI
S.p.A.


and


[...]









 



AGREEMENT
FOR THE SUPPLY OF NATURAL GAS


Table
of Contents


Parties


1.              Definitions


2.              Purchases
and Sales


3.              Client
Obligations


4.              Information
Exchange


5.              Quantities


6.              Prices
and Price Adjustment


7.              Invoicing
and Payment


8.              Measurement


9.              Warranties


10.       Liability
for Consequential Loss


11.       Force
Majeure


12.       Suspension
for Shortcoming


13.       Confidentiality


14.       Assignment


15.       Waiver
and Amendments


16.       Notices


17.       Termination
and Renewal


18.       Construction


19.       Bank
Guarantees


20.       Applicable
Law


21.       Dispute
Resolution


22.       Conditions
Precedent


23.       Liability
Exclusions


24.       Revision of the Agreement


Specific
Conditions


Appendix 1 – VAT Form









 



AGREEMENT FOR THE SUPPLY


OF
NATURAL GAS


THIS AGREEMENT
is concluded on [date] BETWEEN:


(1)                                  Eni
S.p.A., a company registered under the number [.......], having its registered
office at [.......] (the “Seller”); and


(2)                                  [...],
a company registered under the number [.......] having its registered office at
[.......] (the “Client”)


(individually
referred to as a “Party” and jointly as the “Parties”)


WHEREAS:


The
Seller wishes to give the Client the opportunity of buying a certain quantity
of Gas at the Delivery Point and the Client wishes to purchase the Gas offered
by the Seller under the conditions provided for in this Agreement.


THE
PARTIES HAVE AGREED AS FOLLOWS:


1 Definitions


“Agreement”                                                                         refers
to this Agreement, which includes these general conditions and the Specific
Conditions, which are liable to be completed or amended in writing from time to
time.


“Affiliate”                                                                                         refers to all companies or legal entities,
other than a natural person, which, either directly or indirectly, control the
first company or entity, or are controlled thereby or are under the control of
the same company or entity. Within the scope of this definition, “control”
means holding at least fifty-one per cent (51%) of the voting rights at the
General Meeting of Shareholders (or equivalent body) of the entity concerned
or, if this criterion is not applicable, possessing at least fifty-one per cent
(51%) of the capital of the entity or other ownership interest in the entity.


“Contractual
Year”                                           means
a period of one (1) solar year starting at 6:00 am on the Initial Date or the
Day of any anniversary of said date or, if the Contractual Period expires on a
date other than the anniversary of the Initial Date, any period of a lesser
duration that starts on the Initial Date (or the anniversary thereof) and ends
on the expiration date stipulated in the Specific Conditions. If this Agreement
is extended pursuant to Article 17.2, a Contractual Year shall mean any period
of one (1) solar year as from the expiration date of the initial Contractual
Period.









 



“Transportation Contract”


means the transportation
contract concluded by the Seller with the Transporter with the aim of supplying
Gas at the Client’s Delivery Point.


“Distribution Contract”


means the distribution
contract concluded by the Seller with the Distributor with the aim of supplying
Gas to a Client Delivery Point, when the Client is located on the distribution
network.


“Connection Contract”


means the contract
concluded by the Client and the Transporter or the Distributor, as applicable,
and pursuant to which the Transporter or the Distributor sets up, operates and
maintains the delivery facilities and the Client Delivery Point connections.


“Date of the Agreement”


refers
to the date of signature of this Agreement specified above.


“Initial
Date”                                                                          refers
to the date and time at which the Seller supplies the first Gas to the Client,
at 6:00 am on the date stated in the Specific Conditions.


“Daily Excess of the Maximum Hourly Volume” or “DEMHV”
for each Day, the difference, if positive, between the maximum value of the
hourly average of the hourly quantities delivered over four (4) consecutive
hours during the day concerned and the Maximum Hourly Volume constitutes a
Daily Excess of the Maximum Hourly Volume.


“Monthly Excess of the
Maximum Hourly Volume” or “MEMHV”


for each Month, the sum of the maximum value of the Daily
Excesses of the Maximum Hourly Volume observed during said month and ten per
cent (10%) of the sum of the other daily excesses, which are strictly greater
than ten per cent (10%) of the Maximum Hourly Volume, observed during said
month, constitutes the Monthly Excess of the Maximum Hourly Volume (MEMHV).


“Monthly Excess of the
Maximum Daily Volume” or “MEMDV”


is defined as being the
sum of the maximum value of the excesses of the Maximum Daily Volume observed
during the course of Month M and ten per cent (10%) of the sum of the other
excesses of the Maximum Daily Volume, which are strictly greater than three per
cent (3%) of the Maximum Daily Volume, observed during the course of said same
Month.









 



“Monthly Excess of the
Maximum Daily Volume on the Distribution Network” or “MEMDVDN”


is defined as the sum of
the maximum value of the excesses of the Maximum Daily Volume observed during
the course of Month M and ten per cent (10%) of the sum of the other excesses
of the Maximum Daily Volume, which are strictly greater than five per cent (5%)
of the Maximum Daily Volume, observed during the course of said same Month on
the distribution network.


The MEMDVDN only applies if the Client Delivery Point
is located on the distribution network.


“Distributor”                                                                          means
all holders of a distribution network manager’s license.


“Consequential Loss”   means all consequential or indirect loss and includes, but is not
limited to, all loss of profits, loss of use, loss of contract, loss of
production, loss of revenues, suspension of business activity or increase in
business running costs.


“Force
Majeure”                                                     has
the meaning given to this expression in Article 11.


“Gas”                                                                                                                means
hydrocarbon or a mixture of hydrocarbon and other gases composed mainly of
methane, generally known under the name of natural gas.


“Joule”                                   means
joule, as defined by standard ISO 1000.1981 (E).


“Day”                                                                                                              means
any period starting at 6:00 am on one day and ending on 6:00 am the next
day.


“Normal Cubic Meter or
m3(n)”


means the quantity of Gas, which, at 0 (zero) degrees Celsius
and under an absolute pressure of 1.01325 bars, where the Gas is devoid of
water vapour, occupies a volume of one cubic meter.


“Month”                                                                                               means:


(a)          for the first Month of
this Agreement, the period starting at 6:00 am on the Initial Date and
ending at 6:00 am on the first Day of the following calendar Month;


(b)         thereafter,
except for the last Month, the period starting at 6:00 am on the first Day
of any calendar Month and ending at 6:00 am on the first Day of the following
calendar Month; and


(c)          for the
last Month of this Agreement, the period starting at 6:00 am on the first
Day of the last Month of the Agreement and ending at 6:00 am on the Day the
Contractual Period expires.









 



“Summer
Month”                                                  means
the Months of April, May, June, July, August, September and October.


“Winter
Month”                                                       means
the Months of November, December, January, February and March


“MWh”                                                                                                    means
three thousand six hundred (3,600) mega joules.


“Careful and Reasonable Operator”


means a person acting in
good faith with the aim of fulfilling their contractual obligations and who in
so doing, within the general scope of their contractual activities, shows a
level of expertise, diligence, care and attention that can reasonably and
ordinarily be expected of an experienced operator performing the same type of
tasks under similar circumstances and conditions.


“Contractual Period”


means the period starting
at 6:00 am on the Initial Date and ending at 6:00 am on the Day of expiration
of the Contractual Period, as defined in the Specific Conditions, and, where
applicable, as defined in the extensions referred to in Article 17.2.


“Delivery
Point”                                                        means
the point where the Transporter’s or Distributor’s measuring device is located,
depending on whether the site is located on the Transporter’s or the Distributor’s
network, in the Client’s facilities or, if there are several supply points, the
various Transporter and/or Distributor measurement points, as defined in the
Specific Conditions.


“Calorific Value Greater than 0 degrees Celsius” or “CVG
0°C”


means the quantity of heat, expressed in kWh, that
would be released by the complete combustion of one m3(n) of dry Gas in the air
at a constant pressure equal to 1.01325 bars, with the Gas and air being at an
initial temperature of 0 (zero) degrees Celsius, all the products of the
combustion being returned to the temperature of 0 (zero) degrees Celsius and
the water formed during the combustion being returned to liquid form and the
other products being in a gaseous state.


“Contractual
Price”                                         means
the amount expressed in euros per Megawatt hour (MWh) for each Contractual
Year, as stated in the Specific Conditions and as said Year may have been
amended pursuant to Article 17.2.


“Transporter”                                                                     means
all holders of a Gas transporter’s license issued or acting as though issued
pursuant to Article 81 of Law no. 2001-1276 of 28 December 2001 and
the amendments thereto and Article 25 of Law no. 2003-8 of 3 January 2003
with whom the Seller has a contract for the transportation of Gas sold pursuant
to this Agreement.









 



“Maximum Hourly Volume” or “MHV”


means the maximum hourly
volume of the Gas supplied at the Delivery Point, as stated in the Specific
Conditions.


“Volume for the Contractual Period” or “VCP”


has the meaning
given to this expression in Article 5.1.


“Maximum Daily Volume” or “MDV”


means the maximum daily
volume of Gas supplied at the Delivery Point, as stated in the Specific
Conditions.


Except
in the event of an explicit provision to the contrary, the terms defined herein
shall include their various singular and plural forms, both genders and their
derivative forms, and all references to provisions of the law shall be deemed
to refer to any amendment, substitution, integration or re-adoption of said
same provisions.


If
these General Conditions were to diverge from or contradict the Specific
Conditions, the Specific Conditions shall prevail over these General
Conditions.


2 Purchases and
Sales


2.1                                 As
from the Initial Date, the Seller shall sell the Gas to the Client and the
Client shall take delivery of and pay for the Gas in accordance with the terms
and conditions provided for in this Agreement.


2.2                                 Title
to the Gas and the risk pertaining thereto shall be transferred to the Client
at the Delivery Point.


3 Client Obligations


3.1                                 The
Client undertakes to sign a Connection Contract with the Transporter or the
Distributor, as applicable, and to maintain said contract in effect throughout
the term of the Contractual Period and for all the Delivery Points covered by
this Agreement.


3.2                                 All
the pipelines and appliances downstream of the Delivery Point shall be under
the exclusive responsibility of the Client, must be kept in a perfect operating
condition and must always be fully compatible with the Transporter or
Distributor’s equipment.


3.3                                 The
Client shall inform the Seller in writing, giving advance notice of at least
seven (7) Days of any change in the Client’s contact details given in the
Specific Conditions.


3.4                                 Before
the Initial Date, the Client shall provide the Seller with the details of the
Client’s consumption profile for the previous year and its most realistic
projections for the current Contractual Year, including the scheduled dates for
shutdown and maintenance periods.









 



3.5                                 Throughout
the entire Contractual Period, the Client must use its best efforts in order to
inform the Seller, as soon as the Client is aware thereof and at the latest
before 10:00 am on the previous Day, of the start and end dates for scheduled
shutdown and maintenance periods that entail a reduction in daily consumption
greater than or equal to eighty (80) per cent of the Maximum Daily Volume. If
the Client does not inform the Seller of these dates, for each day of
reduction, the Client shall owe the Seller an amount equal to the revenues for
the Maximum Daily Volume and the Contractual Price from the reference month, in
order to compensate the losses suffered by the Seller as a result of the
failure to communicate by the Client.


3.6                                 For
each Delivery Point, the Client shall obtain authorization from the Transporter
or the Distributor for the Seller to have access to the metering data provided
by the Transporter or the Distributor to the Client via the Connection
Contract.


4                                         Information
Exchange


4.1                                 The
Seller must use reasonable efforts to obtain the consent of the Transporter and
the Distributor, where the site is located on the distribution network, to the
disclosure by the Seller to the Client of necessary information concerning the
Transportation Contract and the Distribution Contract.


5 Quantities


5.1                                 The
volume of Gas that the Client will purchase during the Contractual Period is
defined in the Specific Conditions as the “Volume for the Contractual Period”.
If said volume is modified, during the Contractual Period, the Client shall
inform the Seller of any change in its consumption projections as soon as it is
aware thereof.


5.2                               The
Client shall not be entitled to draw off from the Seller a quantity of Gas that
is greater than the Maximum Daily Volume or the Maximum Hourly Volume stated in
the Specific Conditions. In the event of non-compliance by the Client with the
MDV and/or the MHV, the Client shall assume responsibility and shall owe the
Seller, in addition to the Contractual Price, all additional transportation
costs and any price supplements linked to the MEMDV and/or the MEMHV and/or the
MEMDVDN, as stated in the Specific Conditions.


5.3                                 The
quantities announced by the Client to the Seller according to Articles 5.1 and
5.2 above must be expressed with a CVG 0°C.


5.4                               If the “Type
of Gas supply” stated in the Specific Conditions provides that the supply is
interruptible, the Seller is entitled to reduce or temporarily suspend the
interruptible part of the supply. Said reduction or suspension may be
implemented if, and only if, it is caused by a reduction or suspension in the
transportation capacity on the Transporter’s regional network at the
Transporter’s express request. The Seller shall inform the Client of the
Transporter’s request as soon as it is aware thereof and shall inform the
Client of the start date and the duration or the reduction or suspension.


The interruptible part of the supply is stated in the Specific
Conditions.









 



It is understood that if the type of Gas supply is interruptible, the
Seller shall sign with the Transporter, for the supply of Gas at the Delivery
Point, an interruptible Transportation Contract for the regional network.


6 Prices and Price Adjustment


6.1                                 Each
Month, the Client shall pay for the volumes drawn off at the Contractual Price,
as described in the Specific Conditions. Said Contractual Price is comprised of
a monthly fixed payment and a variable payment, depending on the quantities.
The variable payment shall differ according to whether the Gas drawn off was
consumed during the Winter Months or during the Summer Months.


All the requisite
calculations, whether intermediary or not, shall be rounded off to the third (3rd) decimal place, except for
the calculation of the monthly average exchange rate and of the Contractual
Price, which shall be rounded off to the seventh (7th) decimal place.


6.2                                 Unless
this Agreement provides otherwise, each Month, in addition to the Contractual
Price described in Article 6.1 above, the Client shall pay, on a monthly basis,
any price supplements pertaining to the MEMDV and/or the MEMHV and/or the
MEMDVDN.


6.3                                 None
of the sums payable under this Agreement, the Contractual Price or any price
supplements linked to the MEMHV and/or the MEMDV and/or the MEMDVDN, include
Value Added Tax and the other taxes, duties and levies applicable to the sale,
the transportation, the consumption or the use of the Gas. The Seller shall be
entitled to add the amount of the Value Added Tax and the duties on consumption
at the rate in force, to all amounts invoiced pursuant to this Agreement and to
adjust all amounts invoiced to take into account other indirect, similar
levies, duties and taxes that are applicable to the sale, the transportation or
the use of the Gas.


The cost of the
transportation pricing contribution, as defined by the Government Decision of
26 May 2005 on the rate of the pricing contribution to transportation and
distribution services for electricity and natural gas is included in the fixed
term stated in the Specific Conditions.


6.4                                 As
regards Value Added Tax, the Client must provide the Seller with all the data
needed to invoice the sale correctly, in accordance with the form attached in
Appendix 1 “VAT Form”. It is understood that if, for any reason whatsoever, the
Client does not provide the Seller with the data mentioned above, it shall then
be held responsible and must indemnify the Seller for all penalties caused by
said failure to provide the data the tax authorities request from the Seller.


7 Invoicing and
Payment


7.1                                 On
a monthly basis, the Seller shall issue the Client with an invoice in euros for
the amounts owed pursuant to this Agreement for each Month, detailing the
quantities of Gas received, the Contractual Price applicable and any price
supplements in respect of the DVQM and/or the DVHM and/or the MEMDVDN, as
described in Article 5. All sums









 



due must be paid in euros
by bank wire transfer or any other means for instant fund transfer, to the
account indicated on the invoice or in accordance with any other terms and
conditions the Seller may specify from time to time.


The Client shall pay its
invoices within the maximum timeframe specified in the Specific Conditions, as
from the invoice dispatch date.


7.2                                 The
Seller shall prepare its invoices on the basis of the most reliable information
obtained from the Transporter or the Distributor, as applicable, at the time of
invoicing, according to Articles 7.5 and 8 of this Agreement. If the Seller
were to subsequently obtain from the Transporter or the Distributor, as
applicable, more accurate information and if, on the basis of said new
information, the amounts invoiced and paid by the Client were found to be
incorrect, the Seller shall make the necessary adjustments promptly on the
following invoice. If such information were to become available after the
expiration of the Contractual Period, the Seller shall be entitled to issue all
adjustment invoices required and all the effects of this Agreement shall remain
in force until receipt of the amounts concerned.


7.3                                 If
an amount that is payable pursuant to this Agreement is not paid by the due
date defined in the terms and conditions, the Seller shall be entitled to apply
default interest on the debit balance, as from the due date and until receipt,
at an annual rate seven per cent (7%) higher than the EURIBOR rate published by
the ECB in force at the time, which the Client shall be obliged to pay in
addition to the amount originally invoiced.


7.4                                 The
provisions of this Agreement that govern the invoicing and payment of sums owed
shall remain in force upon expiration of the Agreement until all the sums owed
pursuant to the Agreement have been received.


7.5                                 The
measurement and invoicing units used within the scope of this Agreement shall
be expressed in MWh on the basis of a CVG 0°C. The Seller reserves the right,
in the event of a change in the measuring system of the Transporter and/or the
Distributor, as applicable, to amend the relevant provisions of this Agreement
in order to comply with said new system.


7.6                                 In
the event of a dispute concerning the amount of an invoice, the amount of the
invoice must nevertheless be paid in full when due, except in the event of
fraud or a clear mistake. Such payment by the Client shall not call into
question the Client’s right to challenge all or part of an invoice.


7.7                                 If
the due date for an invoice is a Saturday or a Sunday or a public holiday in
France and/or in Italy, payment must be made on the following banking day.


7.8                                 Invoices
must always be sent using the French Post Office in order to provide original
documents. A copy may also be sent by fax, in which case an invoice shall be
deemed to have been sent at the transmission confirmation time. A document sent
only using the French Post Office shall be deemed to have been sent to the
receiving Party at the time of receipt.









 



8 Measurement


8.1                                 In
accordance with the provisions of Article 7.2, the Seller shall calculate or
cause the Transporter and/or the Distributor, as applicable, to calculate the
volume of Gas received by the Client at the Delivery Point for each Month. The
calculation methods, the conversion factors and the sampling and measurement
procedures used shall be those normally chosen by the Transporter and/or the
Distributor, as applicable, and that comply with the laws and government
regulations in force. All effects of meter readings provided by the Transporter
and/or the Distributor, as applicable, shall be binding as regards the
obligations of the Parties pursuant to this Agreement.


8.2                                 If,
after checking a Delivery Point, it emerges that a meter records accurately or
with an accuracy lower than the threshold imposed by the applicable provisions
of law, all the expenses incurred for the verification of the accuracy of said
meter shall be paid by the Client. If said meter is found to record with
accuracy higher than the threshold authorized by the applicable provisions of
law, all the expenses related to the verification shall be paid by the Seller.


9 Warranties


9.1                                 The
Client represents, warrants and accepts that it has full authority to enter
into this Agreement and that it will continue to have the authority and
capacity to fulfill the obligations that encumber it pursuant hereto.


9.2                                 The
Seller warrants to the Client that it holds all the Gas for which the supply is
provided for in this Agreement and that it has the right to sell the Gas on the
basis of this Agreement.


10  Liability for Consequential Loss


10.1                           Notwithstanding
any provision to the contrary in this Agreement, neither the Seller nor the
Client may be held liable with respect to each other for any Consequential Loss
(whether foreseeable or unforeseeable at the time of signature of this
Agreement) suffered by the other Party as a result of the performance or
non-performance of this Agreement, even in the event of negligence and/or
failure to fulfill obligations, whether statutory or otherwise.


10.2                           All
liability for loss suffered by the Client as a result of the supply of Gas that
does not meet the specifications set forth in the general conditions or the
specific conditions of the Transportation Contract between the Seller and the
Transporter or the specific conditions of the Distribution Contract between the
Seller and the Distributor, as applicable, shall be limited to the amount of
the compensation paid by the Transporter pursuant to the general conditions
and/or the specific conditions of the Transportation Contract between the
Seller and the Transporter or by the Distributor pursuant to the general
conditions and/or the specific conditions of the Distribution Contract between
the Seller and the Distributor.









 



11  Force Majeure


11.1                           Neither
of the two Parties may be held liable for the consequences of its inability to
fulfill its obligations pursuant to this Agreement if said inability is the
result of an event over which the Party concerned cannot reasonably exercise
any control (“Force Majeure”) provided, however, that the Party acted as a
Careful and Reasonable Operator under all circumstance where the Force Majeure
could have been avoided or overcome, if the Party had acted as a Careful and
Reasonable Operator.


11.2                           For all
effects of this Agreement, “Force Majeure” shall include, but not be limited
to, the following events:


a)              damage
to, failure by or breakdown of the Transporter’s transportation system or the
impossibility of using said system;


b)             damage
to, failure by or breakdown of the Distributor’s distribution system or the
impossibility of using said system where the Delivery Point is located on the
Distributor’s network;


c)              damage
to, failure by or breakdown of or impossibility of using the Client’s
facilities at the Delivery Point;


d)             any
initiative taken by the Transporter and/or by the Distributor, as applicable,
under the emergency powers to act conferred on them by the regulations, the
provisions and the general conditions that govern the license to transport Gas
issued to the Transporter and/or the license to distribute Gas issued to the
Distributor, as applicable;


e)              any
initiative by the Government, the Municipality or any other government or
administrative , national or foreign authority, in particular, but not limited
to, the way in which such initiative could affect the Seller’s authorization to
supply Gas under said regulations;


f)                wars
(whether declared or not), civil wars, acts of terrorism, riots or
labour-management disputes; and


g)             strikes,
lock-outs and other collective labour disputes.


11.3                           A Party
that wishes to use the provisions of this Article 11 shall be obliged, as soon
as it can reasonably do so, to:


(a)                                  notify
the other Party of its intention to cite Force Majeure, stating to said other
Party the necessary reasons therefor and informing said other Party of the
foreseeable duration of the situation; and


(b)                                 notify
the other Party as soon as the case of Force Majeure has ended, stating to said
other Party the short timeframe in which it will again be in a position to
fulfill the obligations that encumber it pursuant to this Agreement.









 



11.4                           None of
the Parties may cite the provisions of Article 11 if it has not promptly taken
all reasonably foreseeable measures at a reasonable cost, in order to resolve
the Force Majeure. However, it may not be claimed pursuant to this clause that
a Party shall resolve a labour-management dispute in any manner other than that
which it deems to be most suitable.


11.5                           The
Parties may not claim to be released from their obligations to indemnify or pay
sums owed pursuant to this Agreement due to a case of Force Majeure or as a
result of a change in the economic capacities of the Client (whether or not
this is the result of changes to the law or changes of another kind).


11.6                           Each of
the Parties shall be entitled to terminate this Agreement if the other Party is
affected by Force Majeure for a continuous period of more than three (3)
Months.


12  Suspension
for Shortcoming


12.1                           Without
prejudice to any other right or remedy the Seller may have pursuant to the
terms of this Agreement, if the Client fails to fulfill any one of its
obligations whatsoever, the Seller may serve formal notice on the Client to
correct its shortcoming and if the Client has not complied within fourteen (14)
Days as from receipt of the formal notice, the Seller shall be entitled to
immediately suspend the supply of Gas to the Client until the Client has
corrected its shortcoming in a way that is reasonable acceptable for the
Seller.


13  Confidentiality


13.1                           The
Parties shall keep the terms and conditions of this Agreement and all
information provided within the scope of this Agreement strictly confidential
and neither of the Parties shall use or disclose or allow the use of by, or
disclosure to, a third party (other than their respective Affiliates) of all or
part of this Agreement without the prior written authorization of the other
party, which shall not refuse said authorization without reasonable cause; it
is nevertheless understood that the Seller shall be entitled to disclose to the
Transporter and/or to the Distributor and/or to any lawfully appropriate
authority any information for which disclosure is required within the scope of
the transportation of the Gas to the Delivery Point.









 



14  Assignment


14.1                           None of
the Parties is entitled to assign this Agreement, except to an Affiliate,
without the prior written authorization of the other Party, which shall not
refuse said authorization without reasonable cause.


15  Waiver and Amendments


15.1                           The
waiver at any time whatsoever by either of the Parties of the right to require
performance of any provision whatsoever of this Agreement shall not effect its
right to require the performance of said provision in the future, and the
waiver by either of the parties of the right to exercise remedies in the event of
failure to comply with any provision whatsoever may not be deemed to constitute
a waiver of the right to exercise such remedies in the event of a further
instance of non-compliance.


15.2                           This
Agreement may only be modified or amended by a written contractual instrument
entered into by a duly authorized representative of each of the Parties.


16  Notices


16.1                           All
notices served within the scope of this Agreement must be in writing and may be
delivered by hand (and deemed to have been validly received at the time of the
hand delivery), dispatched by first class mail (deemed to have been received
forty-eight (48) hours after dispatch) or by pre-paid registered letter (deemed
to have been received at the time of remittance to the addressee) or sent by
facsimile (deemed to have been received at the time of receipt in a legible
form by the addressee) to the address stated in the Specific Conditions or any
other address notified in writing to the Party concerned.


17  Termination and Renewal


17.1                           This
Agreement shall end on the expiration date of the Contractual Period stated in
the Specific Conditions, unless:


(a)   it is extended pursuant to the provisions of
Article 17.2; or


(b)                                 it
is terminated in another way pursuant to the provisions of this Article 17; or


(c)                                  one
of the Parties has terminated this Agreement due to a case of Force Majeure, in
accordance with the provisions of Article 11.6; or


(d)                                 the
Parties have, by mutual agreement, decided in writing to terminate this
Agreement; or









 



(e)                                  one
ore more Conditions precedent provided for in Article 22 have not been met or
cancelled before the specified deadline.


17.2                           At
least ninety (90) Days before the expiration of the Contractual Period, the
Client shall inform the Seller in writing whether or not it wishes to renew
this Agreement.


If the Client notifies its intention to renew the
Agreement:


(i)                                     all
the terms and conditions of this Agreement shall remain in force, with the
exception of the Specific Conditions concerning the volumes and the Contractual
Price; and


(ii)                                  the
Parties must meet as soon as possible in order to discuss any amendments that
need to be made to the Specific Conditions as regards the volumes and the
Contractual Price and agree on said amendments within at least forty-five (45)
Days before the expiration of the Contractual Period. If the Parties cannot
agree on the amendments to be made to the Specific Conditions, this Agreement
shall end upon expiration of the Contractual Period.


17.3                           Each of
the Parties may terminate this Agreement after having duly notified the other
Party if the other Party:


(a)                                  is
placed in court-ordered liquidation, reorganization or administration pursuant
to an irrevocable decision by the Court that has jurisdiction over said matter,
or has negotiated a composition or any other form of voluntary arrangement with
its creditors; or


(b)                                 has
not fulfilled any one of its obligations whatsoever, it being understood that
in the event of a shortcoming that can be rectified, the Agreement may not be
terminated until a formal notice to rectify its shortcoming has been sent to
the defaulting party and said party has not complied within fourteen (14) Days
as from receipt of the formal notice.


17.4                           The
Seller may terminate this Agreement of the Client has not paid for the Gas
supplied for two (2) successive Months.


17.5                           Any
termination of this Agreement shall be without prejudice to any of the rights
or remedies the parties may assert or use prior to termination.


18  Construction


18.1                           This
Agreement expresses the entirety of the agreements between the Parties
concerning the purpose thereof and supersedes and terminates the verbal or
written agreements, declarations or understandings prior to the signature of
this Agreement, other than those listed herein.


18.2                           The
sole purpose of the headings of the Articles in this Agreement is to facilitate
review and they have no impact on the construction of any of the provisions of
the Agreement.









 



19  Bank Guarantees


[Within twenty (20) Days of the
conclusion of this Agreement, the Client must provide a first demand bank
guarantee issued by a first ranking banking institution deemed acceptable by
the Seller, for an amount equivalent to three (3) Months’ supply.]


20  Applicable
Law


This Agreement shall be
governed by and construed in accordance with French legislation, except as
regards international private law and excluding the Vienna Convention on international sales.


21  Dispute
Resolution


In the event of a dispute concerning the performance
or construction of this Agreement between the Parties, solely the Paris Tribunal de Commerce (Commercial Court) shall have
jurisdiction. Said conferral of jurisdiction shall also apply to interim
proceedings.


22  Conditions Precedent


22.1                           The
Parties agree that the entry into force of this Agreement is subject to written
notice by the Seller to the Client, and vice-versa, at the latest forty-five
(45) Days before the Initial Date, of fulfillment of the conditions precedent
set out below concerning it or its waiver thereof:


1)              the
signature by the Seller with the Transporter of the Transportation Contract for
the Gas that is the subject of this Agreement, in accordance with the terms and
conditions of the Agreement;


2)              the
signature by the Seller with the Distributor of the Distribution Contract for
the Gas that is the subject of this Agreement, in accordance with the terms and
conditions of the Agreement if the Delivery Point is located on the Distributor’s
network;


3)              the
signature by the Client of the Connection Contract with the Transporter or the
Distributor, as applicable.


With
the exception of the provisions of Articles 13 [Confidentiality], 20
[Applicable Law], 21 [Dispute Resolution] and 22 [Conditions Precedent] of this
Agreement, which shall enter into effect as of the signature of the Agreement,
this Agreement shall enter into effect when the Conditions Precedent set forth
in Article 22 have been fulfilled by the Seller and the Client or the Parties
have waived them.









 



23  Liability Exclusions


The Seller may not be held liable, and the Client may
not claim any compensation from the Seller, for any suspension of or reduction
in the supply of the Gas that is attributable to the Transporter and/or the
Distributor or that results from the Transportation Contract and/or the
Distribution Contract for the Gas sold pursuant to this Agreement, unless said
suspension or reduction occurs as a direct consequence of a shortcoming by the
Seller or the Seller’s failure to fulfill one of its obligations (with the
exception of the cases of Force Majeure provided for in Article 11 herein)
pursuant to this Agreement or the Transportation Contract for the Gas with the
Transporter or the Distribution Contract with the Distributor.


24  Revision of the Agreement


The Agreement is concluded under Law no. 2003-08
of 3 January 2003. If new conditions, in particular prices, are published by
the Transporter and/or by the Distributor in accordance with said law, said
conditions shall apply as from the date of entry in effect provided for and
shall automatically substitute these conditions as from said date of entry into
effect, without any compensation of any kind.


In the event that the new provisions of the law or
regulations that are liable to apply directly or indirectly to the Agreement
enter into effect during the performance period of the Agreement, the Parties
agree to meet in order to define together how to proceed with the performance
of the Agreement.


In this respect, the Parties shall use their best
efforts to adapt the Agreement to the new regulations in force within thirty
Days as from the date of entry into effect of the aforementioned provisions. In
the event that such an adaptation is not possible or if the new provisions of
the law or regulations that are liable to apply directly or indirectly to the
Agreement make the content of the Agreement subject to compliance with
preliminary administrative procedures, the Parties agree that they shall each
have the option of terminating the Agreement early by right.









 



SPECIFIC CONDITIONS


Site:         [QUIMPERLE]


Payment
terms:   45 days


Contractual Period:   Initial Date  [April, 1st 2007.] at 6:00 am


Expiration    [April, 1st 2008] at 6:00 am


Type
of supply:  Continual


Volume
for the Contractual Period: ...[*****]..... MWh


Type
of formula: ...[****]....


1.              Contractual
Price: 


According to the following contractual parameters:


·                  Maximum Daily Volume ”MDV”:     [****] MWh/day


·                  Interruptible part of the Maximum Daily
Volume: [***] MWh/Day


the Client undertakes to pay monthly:


·                  a fixed price, equal to [********]


·                  for each MWh used, the following price:


Pgas (€/MWh) = P0


where:


P0 is the basic price, equal to:


for April through October:                                       [*******]
€/MWh


for the remaining months:                                        [*******]
€/MWh


The price does not
include any tax. The taxes payable at the Delivery Point (namely VAT and all
other duties on consumption) shall be paid by the Client at the effective rate.


If the prices for transportation, distribution or
conversion are amended by the Transporter and/or the Distributor during the
Contractual Period, the
[*******************************************************************************************









 



2.              Price
supplements for the Monthly Excess of the Maximum Daily Volume


The price supplements for the Monthly Excess of the
Maximum Daily Volume shall be calculated, for each Month, by multiplying the
value of the MEMDV, by the amounts in Euro/MWh/day stated in the following
table:


	
   

  	
   

  	
  Price supplements

  	
   

  
	
   

  	
   

  	
  [Euro/MWh/day]

  	
   

  
	
  MEMDV

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Apr. May

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  From

  	
   

  	
  To

  	
   

  	
  Jan.

  	
   

  	
  March

  	
   

  	
  June

  	
   

  	
  July

  	
   

  	
   

  	
   

  
	
  [MWh/day]

  	
   

  	
  [MWh/day]

  	
   

  	
  Feb.

  	
   

  	
  Nov.

  	
   

  	
  Sept. Oct.

  	
   

  	
  August

  	
   

  	
  Dec.

  	
   

  
	
  [****]

  	
   

  	
  [****]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  [****]

  	
   

  	
  [****]

  	
   

  	
  [******]

  	
   

  	
  [******]

  	
   

  	
  [****]

  	
   

  	
  [****]

  	
   

  	
  [*****]

  	
   

  
	
  [****]

  	
   

  	
  [******]

  	
   

  	
  [******]

  	
   

  	
  [******]

  	
   

  	
  [*****]

  	
   

  	
  [*****]

  	
   

  	
  [*****]

  	
   

  



 









 



3.              Price
supplements for the Monthly Excess of the Maximum Hourly Volume


The price supplements for the Monthly Excess of the
Maximum Hourly Volume shall be calculated, for each Month, by multiplying the
value of the MEMHV by the amounts in Euro/MWh/day stated in the following
table:


	
  

  	
   

  	
  Price supplement

  	
   

  
	
   

  	
   

  	
  [Euro/MWh/day]

  	
   

  
	
  MEMHV

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Apr. May

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  From

  	
   

  	
  To

  	
   

  	
  Jan.

  	
   

  	
  March

  	
   

  	
  June

  	
   

  	
  July

  	
   

  	
   

  	
   

  
	
  [MWh]

  	
   

  	
  [MWh]

  	
   

  	
  Feb.

  	
   

  	
  Nov.

  	
   

  	
  Sept. Oct.

  	
   

  	
  August

  	
   

  	
  Dec.

  	
   

  
	
  [**]

  	
   

  	
  [****]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  [*****]

  	
   

  	
  [****]

  	
   

  	
  [********]

  	
   

  	
  [*******]

  	
   

  	
  [******]

  	
   

  	
  [*****]

  	
   

  	
  [*****]

  	
   

  
	
  [*****]

  	
   

  	
  [****]

  	
   

  	
  [********]

  	
   

  	
  [******]

  	
   

  	
  [******]

  	
   

  	
  [******]

  	
   

  	
  [******]

  	
   

  



 


4.              VAT
and duties on consumption


In
addition to the Contractual Price established above, the Client must pay on a
monthly basis the VAT and duties on consumption at the effective rate.


5.              Communication


Address
of the Delivery Point:


PDM
INDUSTRIES


KERISOLE
BP34 – 29393 QUIMPERLE


Intra-community
number:


FR
88399311745


Client
address (for invoicing):


PDM
INDUSTRIES


KERISOLE
BP 34 – 29393 QUIMPERLE


Client
address (for notices):


PDM INDUSTRIES


KERISOLE
BP 34 – 29393 QUIMPERLE


Client
representative:    Name:
Laurent VILLAIN









 



Telephone:
0033 (0) 677003697


Fax:


Contact
Client in an emergency:     Name:


Telephone
and fax outside of office hours:  Telephone:


SIGNED
in two original counterparts on October 4th, in 2006


	
  /s/ Jean Yves Klein

  	
   

  
	
  Name: KLEIN JEAN
  YVES

  
	
  Title: Directeur
  Général Finances - Administration

  
	
  In the name and
  on behalf of:

  
	
   

  
	
   

  
	
  /s/ A.
  Pedrazzini

  	
   

  
	
  Name:
  PEDRAZZINI, ALBERTO

  
	
  Title:

  
	
  In the name and
  on behalf of: