**Exhibit 10.11**

** **

EXECUTION COPY

 

**GE PACKAGEDPOWER, INC.GE INTERNATIONAL, INC. SUCURSAL DE PERU**

 

**CONTRACT FOR SALE OF**

 

**EQUIPMENT AND SERVICES**

 

**EMPRESA ELECTRICA NUEVA ESPERANZA S.R.L.**

 

**September 26, 2008**

 

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**TABLE OF CONTENTS**

 
| Article 1 | Definitions                                                  | 1      |
|-----------|--------------------------------------------------------------|--------|
|      |                                                         |   |
| 1.1       | Definitions                                                  | 1      |
|      |                                                         |   |
| 1.2       | Rules of  Interpretation                                     | 7      |
|      |                                                         |   |
| Article 2 | Scope of  Supply                                             | 8      |
|      |                                                         |   |
| Article 3 | Price                                                        | 8      |
|      |                                                         |   |
| Article 4 | Options                                                      | 9      |
|      |                                                         |   |
| Article 5 | Price  Adjustment - NOT USED                                 | 9      |
|      |                                                         |   |
| Article 6 | Payments                                                     | 9      |
|      |                                                         |   |
| 6.1       | Payment  Schedule                                            | 9      |
|      |                                                         |   |
| 6.2       | Payment  Security                                            | 10     |
|      |                                                         |   |
| 6.3       | Effect of  Changes in Contract Price                         | 11     |
|      |                                                         |   |
| 6.4       | Field  Modifications and Offsets                             | 11     |
|      |                                                         |   |
| Article 7 | Buyer’s  Obligations                                    | 11     |
|      |                                                         |   |
| 7.1       | Permits                                                      | 11     |
|      |                                                         |   |
| 7.2       | Permitting  Support                                          | 11     |
|      |                                                         |   |
| Article 8 | Title  Transfer, Delivery, Risk of Loss, Shipment to Storage | 11     |
|      |                                                         |   |
| 8.1       | Title                                                        | 11     |
|      |                                                         |   |
| 8.2       | Delivery                                                     | 12     |
|      |                                                         |   |
| 8.3       | Risk of Loss                                                 | 12     |
|      |                                                         |   |
| 8.4       | Delivery to  Storage                                         | 12     |
|      |                                                         |   |
| Article 9 | Schedule and  Liquidated Damages for Delay                   | 13     |
|      |                                                         |   |
| 9.1       | Drawing  Liquidated Damages                                  | 13     |

 

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| 9.2        | Scheduled  Delivery Date                                     | 13     |
|------------|--------------------------------------------------------------|--------|
|       |                                                         |   |
| 9.3        | Scheduled  Liquidated Damages                                | 13     |
|       |                                                         |   |
| 9.4        | Limitations                                                  | 14     |
|       |                                                         |   |
| Article 10 | Performance  Guarantees                                      | 14     |
|       |                                                         |   |
| Article 11 | Performance  Guarantee Testing                               | 15     |
|       |                                                         |   |
| 11.1       | Performance  Tests                                           | 15     |
|       |                                                         |   |
| 11.2       | Performance  Testing                                         | 15     |
|       |                                                         |   |
| 11.3       | Emissions  Testing                                           | 15     |
|       |                                                         |   |
| 11.4       | Noise  Testing                                               | 15     |
|       |                                                         |   |
| 11.5       | Cure Period                                                  | 15     |
|       |                                                         |   |
| 11.6       | Cost of  Tests and Re-Tests                                  | 16     |
|       |                                                         |   |
| 11.7       | Degradation                                                  | 16     |
|       |                                                         |   |
| 11.8       | Performance  Credits [Not Used in this Contract]             | 16     |
|       |                                                         |   |
| Article 12 | Aggregate  Limitation on Liquidated Damages                  | 16     |
|       |                                                         |   |
| Article 13 | Observation,  Inspection and Factory Test                    | 17     |
|       |                                                         |   |
| 13.1       | Observation  at the Site                                     | 17     |
|       |                                                         |   |
| 13.2       | Inspections  and Tests at Seller’s Facilities           | 17     |
|       |                                                         |   |
| 13.3       | Inspections  and Tests at Suppliers’ Facilities         | 17     |
|       |                                                         |   |
| 13.4       | Advance  Notice of Intended Readiness To Ship and Inspection | 17     |
|       |                                                         |   |
| 13.5       | Inspection  Not Acceptance                                   | 18     |
|       |                                                         |   |
| Article 14 | Warranty                                                     | 18     |
|       |                                                         |   |
| 14.1       | Warranty  Period                                             | 18     |
|       |                                                         |   |
| 14.2       | Warranty                                                     | 18     |
|       |                                                         |   |
| 14.3       | Remedy                                                       | 18     |

 

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| 14.4       | Warranty on  Remedial Work                                  | 19     |
|------------|-------------------------------------------------------------|--------|
|       |                                                        |   |
| 14.5       | Exclusions                                                  | 19     |
|       |                                                        |   |
| 14.6       | Exclusive  Remedies and Warranties                          | 20     |
|       |                                                        |   |
| Article 15 | Taxes                                                       | 20     |
|       |                                                        |   |
| 15.1       | Seller Taxes                                                | 20     |
|       |                                                        |   |
| 15.2       | Buyer Taxes                                                 | 20     |
|       |                                                        |   |
| 15.3       | Invoices                                                    | 21     |
|       |                                                        |   |
| 15.4       | Duty  Drawback                                              | 21     |
|       |                                                        |   |
| Article 16 | Compliance  with Laws, Codes and Standards                  | 21     |
|       |                                                        |   |
| Article 17 | Project  Management                                         | 21     |
|       |                                                        |   |
| 17.1       | Original  Equipment Definition                              | 21     |
|       |                                                        |   |
| 17.2       | Order  Definition Meeting                                   | 21     |
|       |                                                        |   |
| 17.3       | Project  Manager                                            | 22     |
|       |                                                        |   |
| 17.4       | Automatic  Release                                          | 22     |
|       |                                                        |   |
| 17.5       | Global  Sourcing                                            | 22     |
|       |                                                        |   |
| 17.6       | Electronic  Communication                                   | 22     |
|       |                                                        |   |
| Article 18 | Changes                                                     | 22     |
|       |                                                        |   |
| 18.1       | Changes  Resulting from Changes in Codes and Changes in Law | 22     |
|       |                                                        |   |
| 18.2       | Changes and  Improvements Beyond Scope                      | 22     |
|       |                                                        |   |
| 18.3       | Buyer-Initiated  Changes                                    | 23     |
|       |                                                        |   |
| 18.4       | Seller-Initiated  Changes                                   | 23     |
|       |                                                        |   |
| 18.5       | Contents of  Draft Change Order                             | 23     |
|       |                                                        |   |
| 18.6       | Process for  Concluding Change Order                        | 24     |
|       |                                                        |   |
| 18.7       | Agreement  Required                                         | 24     |

 

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| Article 19 | Force  Majeure Event                                                    | 24     |
|------------|-------------------------------------------------------------------------|--------|
|       |                                                                    |   |
| 19.1       | Force  Majeure Event                                                    | 24     |
|       |                                                                    |   |
| 19.2       | Termination  for Extended Delay                                         | 26     |
|       |                                                                    |   |
| Article 20 | Patents                                                                 | 26     |
|       |                                                                    |   |
| 20.1       | Indemnity                                                               | 26     |
|       |                                                                    |   |
| 20.2       | Exclusions                                                              | 27     |
|       |                                                                    |   |
| 20.3       | Remedies                                                                | 27     |
|       |                                                                    |   |
| 20.4       | Sole  Liability                                                         | 28     |
|       |                                                                    |   |
| Article 21 | General  Indemnity                                                      | 28     |
|       |                                                                    |   |
| 21.1       | General  Indemnity                                                      | 28     |
|       |                                                                    |   |
| 21.2       | Concurrent  Negligence                                                  | 28     |
|       |                                                                    |   |
| 21.3       | Notice                                                                  | 28     |
|       |                                                                    |   |
| 21.4       | “Third  Parties” Defined                                      | 28     |
|       |                                                                    |   |
| Article 22 | Insurance                                                               | 28     |
|       |                                                                    |   |
| 22.1       | Worker’s  Compensation, General Liability and Automobile Insurance | 28     |
|       |                                                                    |   |
| 22.2       | ARBR/CAR  Insurance                                                     | 29     |
|       |                                                                    |   |
| 22.3       | All Risk  Property Insurance                                            | 30     |
|       |                                                                    |   |
| 22.4       | Failure to  Maintain Insurance                                          | 30     |
|       |                                                                    |   |
| 22.5       | Buyer’s  Risks                                                     | 30     |
|       |                                                                    |   |
| Article 23 | Suspension                                                              | 30     |
|       |                                                                    |   |
| 23.1       | Suspension  by Buyer of Work at Site                                    | 30     |
|       |                                                                    |   |
| 23.2       | Suspension  by Buyer of Manufacturing                                   | 30     |
|       |                                                                    |   |
| 23.3       | Suspension  by Seller                                                   | 31     |

 

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| Article 24 | Termination  by Buyer for Convenience         | 31     |
|------------|-----------------------------------------------|--------|
|       |                                          |   |
| Article 25 | Termination  for Cause                        | 31     |
|       |                                          |   |
| 25.1       | Grounds for  Termination by Buyer             | 31     |
|       |                                          |   |
| 25.2       | Remedy in  the Event of Termination by Buyer  | 32     |
|       |                                          |   |
| 25.3       | Grounds for  Termination by Seller            | 32     |
|       |                                          |   |
| 25.4       | Remedy in  the Event of Termination by Seller | 33     |
|       |                                          |   |
| Article 26 | Limitation  of Liability                      | 33     |
|       |                                          |   |
| 26.1       | Limitation                                    | 33     |
|       |                                          |   |
| 26.2       | Consequential  Damages                        | 33     |
|       |                                          |   |
| 26.3       | Sale,  Transfer, Assignment to Third Party    | 34     |
|       |                                          |   |
| 26.4       | Gratuitous  Advice                            | 34     |
|       |                                          |   |
| 26.5       | Limitations  to Prevail                       | 34     |
|       |                                          |   |
| 26.6       | Limitation  of Remedies; Overriding Effect    | 34     |
|       |                                          |   |
| 26.7       | Obligation  to Mitigate                       | 34     |
|       |                                          |   |
| Article 27 | Proprietary  Information                      | 34     |
|       |                                          |   |
| 27.1       | Information  Subject to Restriction           | 34     |
|       |                                          |   |
| 27.2       | Obligations  of Receiving Party               | 35     |
|       |                                          |   |
| 27.3       | Disclosure  Pursuant to Legal Process         | 36     |
|       |                                          |   |
| 27.4       | Intellectual  Property                        | 36     |
|       |                                          |   |
| 27.5       | Disclosure  by Buyer                          | 36     |
|       |                                          |   |
| Article 28 | Software  License                             | 36     |
|       |                                          |   |
| 28.1       | Grant of  License                             | 36     |
|       |                                          |   |
| 28.2       | Third-Party  Software                         | 37     |
|       |                                          |   |
| 28.3       | Limitations                                   | 37     |

 

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| Article 29 | Personal  Data Protection         | 37     |
|------------|-----------------------------------|--------|
|       |                              |   |
| Article 30 | Export  Control                   | 37     |
|       |                              |   |
| 30.1       | Export  Controls                  | 37     |
|       |                              |   |
| 30.2       | Buyer to  Keep Informed           | 38     |
|       |                              |   |
| 30.3       | Weapons                           | 38     |
|       |                              |   |
| Article 31 | Assignment  and Change in Control | 38     |
|       |                              |   |
| 31.1       | Consent  Required                 | 38     |
|       |                              |   |
| 31.2       | Seller’s  Right to Assign    | 38     |
|       |                              |   |
| 31.3       | Successors  and Assigns           | 39     |
|       |                              |   |
| 31.4       | Change in  Control of Buyer       | 39     |
|       |                              |   |
| Article 32 | Dispute  Resolution               | 39     |
|       |                              |   |
| 32.1       | Referral to  Senior Management    | 39     |
|       |                              |   |
| 32.2       | Venue                             | 39     |
|       |                              |   |
| 32.3       | Equitable  Remedies               | 39     |
|       |                              |   |
| Article 33 | Governing  Law                    | 40     |
|       |                              |   |
| Article 34 | Direct  Agreements                | 40     |
|       |                              |   |
| Article 35 | Effective  Date                   | 40     |
|       |                              |   |
| Article 36 | Seller  Performance Security      | 40     |
|       |                              |   |
| Article 37 | Entire  Agreement                 | 41     |
|       |                              |   |
| Article 38 | Representations                   | 41     |
|       |                              |   |
| 38.1       | Seller  Representations           | 41     |
|       |                              |   |
| 38.2       | Buyer Representations             | 42     |

 

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| Article 39                                                                                               | Miscellaneous  Provisions  | 43     |
|----------------------------------------------------------------------------------------------------------|----------------------------|--------|
|                                                                                                     |                       |   |
| 39.1                                                                                                     | Third-Party  Beneficiaries | 43     |
|                                                                                                     |                       |   |
| 39.2                                                                                                     | Survival                   | 43     |
|                                                                                                     |                       |   |
| 39.3                                                                                                     | Non-Waiver                 | 43     |
|                                                                                                     |                       |   |
| 39.4                                                                                                     | Invalidity                 | 43     |
|                                                                                                     |                       |   |
| 39.5                                                                                                     | No Nuclear  Use            | 43     |
|                                                                                                     |                       |   |
| 39.6                                                                                                     | Counterparts               | 43     |
|                                                                                                     |                       |   |
| Attachment 1  - Equipment Scope of Supply                                                                | 46                         |
|                                                                                                     |                       |   |
| Attachment 2  - Schedule Options                                                                         | 60                         |
|                                                                                                     |                       |   |
| Attachment 3  - Lien Waiver Form                                                                         | 63                         |
|                                                                                                     |                       |   |
| Attachment 4  - Scheduled Delivery Date(s)                                                               | 65                         |
|                                                                                                     |                       |   |
| Attachment 5  - Test Procedures and Protocol                                                             | 67                         |
|                                                                                                     |                       |   |
| Attachment 6  - Stamped Guarantee Sheet                                                                  | 68                         |
|                                                                                                     |                       |   |
| Attachment 7  - Services and Special Conditions For On-Site Services (Technical Advisory  Services Only) | 69                         |
|                                                                                                     |                       |   |
| Attachment 8  - Drawing List & Schedule                                                              | 75                         |
|                                                                                                     |                       |   |
| Attachment 9  - Payment Schedule                                                                         | 81                         |
|                                                                                                     |                       |   |
| Attachment  10 - Form of Comfort Letter                                                                  | 82                         |
|                                                                                                     |                       |   |
| Attachment  11 - Degradation Table                                                                       | 83                         |
|                                                                                                     |                       |   |
| Attachment  12 - Termination Schedule                                                                    | 84                         |
|                                                                                                     |                       |   |
| Attachment  13 - Start Up and Commissioning Spares                                                       | 85                         |
|                                                                                                     |                       |   |
| Attachment  14 - GE Parent Guaranty                                                                      | 86                         |
|                                                                                                     |                       |   |
| Attachment  15 - Form of Standby Letter of Credit                                                        | 87                         |

 

vii

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**THIS CONTRACT FOR SALE OF EQUIPMENT ANDSERVICES**(this “Contract”) is entered into as of the Effective Dateby and between:

 

**CONSORTIUM OF GE PACKAGED POWER, INC. (GEPPI)**,a Delaware corporation, having a principal place of business at 1333 West LoopSouth, Houston, Texas 77027 USA; and **GEINTERNATIONAL INC. SUCURSAL DE PERU (GEII)**, a general partnership,having a principal place of business at Av. Larco 1301 - Oficina, 1902 TorreParque Mar, Miraflores 18, Peru (herein referred to collectively as “GE” or “Seller”);and

 

**EMPRESAELECTRICA NUEVA ESPERANZA S.R.L.**, a Peruvian limitedliability partnership, having a principal place of business at Av. Victor A.Belaunde No 147 Int.; 703 Edificio Real 6 San Isidro Lima, Peru (the “Buyer”),

 

The Buyer and the Seller are referred toherein, individually, as a “Party” and, collectively, as the “Parties”.

 

**RECITALS**

 

WHEREAS, the Seller, GEPPI, manufactures,supplies and provides the type of power generation equipment described inAttachment 1;

 

WHEREAS, the Seller, General ElectricInternational, Inc. Sucursal de Peru, provides services in support of theinstallation of such equipment as described in Attachment 7; and

 

WHEREAS, the Buyer desires to purchase, andthe Seller desires to sell the Equipment, together with certain installationsupport and Training Services in connection with Buyer’s Project located in thevicinity of Caleta Cruz, northwestern Peru (the “Facility”), all subject to theterms set forth herein;

 

NOW, THEREFORE, in consideration of themutual promises stated herein, the receipt and sufficiency of which is herebyacknowledged, the Parties agree as follows:

 

# **Article 1**                                               Definitions

 

*1.1**                               Definitions*

 

As usedin this Contract, the following terms have the meanings indicated:

 

### (a.)                               “AdvanceNotice of Intended Readiness to Ship” shall have the meaning ascribed in Section 13.4.

###  

### (b.)                              “Affiliate”shall mean any entity that directly or indirectly controls, is controlled by oris under common control with a Party. For the purposes of this definition, “control” means the possession,directly or indirectly, of the power to direct or cause the direction of themanagement and policies of the controlled entity, 

 

1

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### whether through the ownership of votingsecurities or partnership or other ownership interests or by contract orotherwise.

###  

### (c.)                               “BPZResources, Inc. Guaranty” shall mean a guarantee of Buyer’s remainingpayment obligations under the Contract in form and substance reasonablyacceptable to the Seller.

###  

### (d.)                              “Buyer”shall mean the entity so identified in the foreword of this Contract.

###  

### (e.)                               “BuyerTaxes” shall mean all taxes, duties, fees, or other charges of any nature(including, but not limited to, ad valorem, consumption, excise, franchise,gross receipts, import, license, property, sales, stamp, storage, transfer,turnover, use, or value-added taxes, and any and all items of withholding,deficiency, penalty, addition to tax, interest, or assessment related thereto),other than Seller Taxes, imposed by any governmental authority of any countryon Seller and Buyer or its respective employees, Subcontractors or Suppliersdue to the execution of any agreement or the performance of or payment for Workhereunder.  Equipment exported from theUnited States are presumed to be exempt from Buyer Taxes levied within theUnited States, expect as provided in Article 15 of this Contract.  When requested by Seller, Buyer agrees tofurnish without charge evidence of tax or duty exemption acceptable to thetaxing or customs authorities. Furthermore, if Buyer arranges for export shipment, Buyer agrees toprovide Seller, without charge, an export bill of lading.

###  

### (f.)                                 “Changein Control” shall mean the occurrence of one or more of the followingevents:

###  

#### (i)            BPZResources, Inc. shall cease to be the indirect beneficial owner of amajority of the equity interest of Buyer;

####  

#### (ii)           GeneralElectric Company shall cease to be the indirect owner of a majority of theequity interest in either of the Sellers;

####  

#### (iii)          anysale, lease, exchange, or other transfer (in one transaction or a series ofrelated transactions) of a majority of the operating assets of the Seller toany entity.

####  

### (g.)                              “Changein Law” shall mean a change to a Law, or a change in the interpretation orapplication of a Law by the cognizant executive or judicial authoritiesoccurring after the Effective Date.

###  

### (h.)                              “ChangeOrder” shall mean a written agreement to change the Equipment or Serviceswhich describes the change, identifies the writing as a Change Order, sets outadjustments, if any, in this Contract Price and any other provision of thisContract which is affected, and is signed by the Parties.

###  

### (i.)                                  “Codesand Standards” shall have the meaning ascribed in Article 16 of thisContract.

 

2

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### (j.)                                  “COES”shall mean the *Comité de Operación Económica del Sistema*,which coordinates dispatch for the system to which the Project is to beinterconnected.

###  

### (k.)                               “ContractCurrency” shall mean the currency in which this Contract Price is stated.

###  

### (l.)                                  “ContractPrice” shall mean the total firm price as consideration for the Equipmentand the Services, as set forth in Article 3 of this Contract, and as maybe adjusted from time to time in accordance with this Contract.

###  

### (m.)                            “CustomerCollaboration System” shall have the meaning ascribed in Article 17.6of this Contract.

###  

### (n.)                              “DataSubject” shall have the meaning ascribed in Article 29 of thisContract.

###  

### (o.)                              “Day”or”Days”shall mean a calendar day, including Saturdays, Sundays, and holidays, exceptthat in the event that an obligation is due for performance on a Saturday,Sunday or national legal holiday of any country where an obligation pursuant tothis Contract is due to be performed, the obligation shall be deemed due on thenext day thereafter when business is regularly conducted in such location.

###  

### (p.)                              “Delivery”shall have the meaning ascribed in Article 8.2 of this Contract.

###  

### (q.)                              “DirectAgreement” shall have the meaning ascribed in Article 34 of thisContract.

###  

### (r.)                                 “Documentation”shall have the meaning ascribed in Article 28 of this Contract.

###  

### (s.)                               “DownPayment” shall mean the initial payment described in Article 6.1 ofthis Contract.

###  

### (t.)                                 “EBITDAX”shall be defined as earnings before interest, taxes, depreciation, amortization,and exploratory expenses as reported in the unaudited financial statementsprovided by Buyer’s parent company, BPZ Resources, Inc., pursuant to USGenerally Accepted Accounting Principles.

###  

### (u.)                              “EffectiveDate” shall mean the date described in Article 35 of this Contract.

###  

### (v.)                              “EligibleAssignee” shall have the meaning ascribed in Article 31.1 of thisContract.

###  

### (w.)                            “EPCContractor” shall mean such general contractor engaged by Buyer to installthe Equipment and construct the Project.

###  

### (x.)                                “Equipment”shall mean all of the equipment described in the “Equipment” portion of Article 2,Scope of Supply.

 

3

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### (y.)                              “Facility”shall have the meaning ascribed in the Recitals of this Contract.

###  

### (z.)                                “ForceMajeure” shall have the meaning ascribed in Article 19 of thisContract.

###  

### (aa.)                         “GoverningLaw” shall have the meaning ascribed in Article 33 of this Contract.

###  

### (bb.)                       “IndemnifiedParty” shall have the meaning ascribed in Article 21 of this Contract.

###  

### (cc.)                         “IndemnifyingParty” shall have the meaning ascribed in Article 21 of this Contract.

###  

### (dd.)                       “Law”or”Laws”shall mean those laws, regulations, decrees or similar orders with mandatoryeffect issued by the legislative, judicial or executive branch of any relevantgovernment, in effect as of the Effective Date to the extent such laws,regulations, decrees or similar orders are applicable to the scope of thisContract.

###  

### (ee.)                         “Lenders”shall mean the lenders (as defined in the financing agreements made or to be madebetween Buyer and each party named therein as a financing party) and any andall lenders providing interim or long term financing or credit support inrelation to the Project and any trustee or agent acting on their behalf.  “Lenders” shall not include Buyer, but shallinclude Affiliates of Buyer or such Affiliates’ lenders providing financing orcredit support, other than equity, to Buyer (including via on-lending throughan Affiliate) in connection with the ownership, development, construction,operation, or maintenance of the Project.

###  

### (ff.)                             “LocalLaws” shall have the meaning ascribed in Article 16 of this Contract.

###  

### (gg.)                       “MajorComponents” shall mean the turbine with its base, the generator with itsbase, the air intake system components, and the main auxiliary skid containingthe gas turbine lube oil reservoir and starting system.

###  

### (hh.)                       “MinimumPerformance Guarantees” shall mean ninety-five percent (95%) of thePerformance Guarantee for output and one hundred and five percent (105%) of thePerformance Guarantee for heat rate.

###  

### (ii.)                               “MustMeet Remedy” is an obligation on the part of Seller to repair or replacethe Equipment or Unit so that the Equipment or Unit meets a designatedperformance criteria (e.g., the Minimum Performance Guarantees and thePerformance Guarantees for emissions and noise).

###  

### (jj.)                               “NationalLaws” shall have the meaning ascribed in Article 16 of this Contract.

###  

### (kk.)                         “Noticeof Readiness to Ship” shall mean Seller’s written notice of Readiness toShip.

###  

### (ll.)                               “On-SiteServices” are described in Attachment 7****to thisContract.

 

4

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###  

### (mm.)                   “Operational Spare Parts” shall mean those parts that the Buyer mayelect to purchase as a Change Order to this Contract for the purpose of supportingoperational reliability.

###  

### (nn.)                       “OrderDefinition Meeting” shall mean a project kick-off meeting between theSeller’s project execution team and the Buyer’s project team.

###  

### (oo.)                       “Options”shall have the meaning ascribed in Article 4 of this Contract.

###  

### (pp.)                       “Owner”shall mean that corporation, partnership, limited liability company, orindividual which owns the facility in which the Equipment will be installed.

###  

### (qq.)                       “Party”and”Parties”shall have the meanings ascribed in the foreword to this Contract.

###  

### (rr.)                             “PaymentSchedule” shall mean the schedule of payments described in Article 6.1.

###  

### (ss.)                         “PaymentSecurity” shall have the meaning ascribed in Article 6.2 of thisContract.

###  

### (tt.)                             “PerformanceGuarantees” shall mean the guaranteed values identified on the StampedGuarantee Sheet attached hereto as Attachment 6.

###  

### (uu.)                       “PersonalData” shall have the meaning ascribed in Article 29 of this Contract.

###  

### (vv.)                       “Project”shall mean Buyer’s power generation project.

###  

### (ww.)                   “Readinessto Ship (RTS)” shall mean, subject to Sections 8.2 and 13.4, the Unit hasbeen assembled and packaged through Seller’s manufacturing process, completedfactory testing, completed dress out process, export packed, completed packinglist and has been verified by Seller as meeting all of Seller’s quality controlprocedures and inspections.

###  

### (xx.)                           “ScheduledDelivery Date(s)” shall mean the date(s) by which Seller will provideNotice of Readiness to Ship for the relevant Unit(s), as set forth inAttachment 4 hereto.

###  

### (yy.)                       “Scopeof Supply” shall mean the Equipment plus the Services, as set forth inAttachment 1, Scope of Supply.

###  

### (zz.)                           “Seller”shall mean the entity so identified in the foreword to this Contract.

###  

### (aaa.)                   “SellerTaxes” shall mean corporate and individual taxes that are measured by netincome or profit imposed by any governmental authority of any country onSeller, its employees, Subcontractors or Suppliers due to the execution of anyagreement or the performance of or payment for Work hereunder, except in thecase of 

 

5

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### withholding tax for income on payments toSeller which is addressed in Article 15 of the Contract.

###  

### (bbb.)                “Services”shall mean, to the extent applicable, all of the those services described inthe “Services” portion of Attachment 1, “Scope of Supply”, and Attachment 7 “Servicesand Special Conditions for On-Site Services”.

###  

### (ccc.)                   “Site”shall mean the location of the Project and place where the Equipment will beinstalled, as indicated in the Recitals to this Contract.

###  

### (ddd.)                “SiteConditions” shall have the meaning ascribed in Attachment 1 of thisContract.

###  

### (eee.)                   “Software”means a computer program or compilation of data that is fixed in any tangiblemedium of expression, or any storage medium from which the program may beperceived, reproduced or otherwise communicated, either directly or with theaid of a machine or device, and shall include without limitation any of Seller’sproprietary operating software, provided for the ordinary operation of the Equipment,any optional software to enhance the operation of the Equipment, as well as anyupgrades or revisions of this material the Seller provides in fulfillment of aspecific written commitment or otherwise.

###  

### (fff.)                         “SpareParts” Shall mean those certain start up and commissioning spares providedby Seller pursuant to this Contract, for which a typical list is included inAttachment 13.

###  

### (ggg.)                “Standby Letterof Credit” shall mean a standby letter of credit generally in accordancewith the Seller’s form attached as Attachment 15.

###  

### (hhh.)                “State Laws”shall be those state Laws that are:

###  

#### (i)                                     identifiedby Buyer in Attachment 1, Scope of Supply,

####  

#### (ii)                                  ineffect as of the Effective Date, and

####  

#### (iii)                               agreed to beincorporated into the manufacturing of the Unit(s) by Seller.  If no State Laws are set forth in Attachment1 and agreed to by Seller, the manufacturing process shall not incorporate anyconsideration of State Laws.

####  

### (iii.)                            “Subcontractor(s)”shall mean any corporation, partnership, or individual having a contract withthe Seller to supply labor or other services to be performed at the Site inconnection with this Contract.

###  

### (jjj.)                            “Supplier(s)”shall mean any corporation, partnership, or individual having a contract withthe Seller to supply material, equipment, labor, goods, or services to theSeller in connection with its obligations under this Contract, other than laboror other services to be performed at the Site.

 

6

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### (kkk.)                   “TerminationSchedule” shall mean the schedule of termination charges described inAttachment 12 of this Contract.

###  

### (lll.)                            “Unit”shall mean a single gas turbine and its associated generator, together withthose accessories associated only with that gas turbine generator package.

###  

### (mmm.)          “Unit Price”shall have the meaning ascribed in Article 3 of this Contract.

###  

### (nnn.)                “UnimpededAccess” shall mean that during any period in which the Seller is entitledto access to any Unit in accordance with this Contract, the Buyer shall ensurethat  (1) the necessary fuels,lubricants, operating supplies and third party interconnections arecontinuously available; (2) the Buyer’s trained operators are availablefor operation of the unit; (3) the Buyer will operate portions or all ofthe plant at the times and at the loads reasonably requested by the Seller;provided, however, that Buyer’s operation of a Unit shall be subject to andcoordinated with the requirements of system dispatch and COES; (4) theSeller will have unimpaired access to all plant work areas, station cranes andsimilar equipment; and; (5) a copy of the control room log is available tothe Seller; provided, however, that Seller’s access to a Unit as provided inthis Contract shall be upon five (5) Days prior notice to Buyer and shallbe scheduled so as to minimize interference with Buyer’s operation andmaintenance of the other Units and other plant work areas.

###  

### (ooo.)                “WarrantyPeriod” shall have the meaning ascribed in Article 14.1 of thisContract.

###  

### (ppp.)                “Work”shall mean the procurement, fabrication, and supply of the Equipment and theperformance of the Services, and any corrective actions undertaken pursuant tothe Warranty in Article 14.

###  

*1.2**                               Rules ofInterpretation*

* *

The following to rules ofinterpretation shall apply in construction of this Contract.  Unless otherwise required by the context inwhich any term appears:

 

### (a.)                               Capitalizedterms used in this Contract have the meanings specified in this Article, or asotherwise defined in this Contract;

###  

### (b.)                              Thesingular shall include the plural;

###  

### (c.)                               Thewords “herein,” “hereof” and “hereunder” shall refer to this Contract as awhole and not to any particular article or sub-article of this Contract;

###  

### (d.)                              Referencesto this Contract shall include a reference to all appendices, attachments,annexes, schedules and exhibits hereto, as the same may be amended, modified,supplemented or replaced from time to time;

###  

### (e.)                               Thewords “include,” “includes” and “including” are not limiting;

 

7

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### (f.)                                 Anyconsent to be given by either Party hereto hereunder shall not be unreasonablywithheld, delayed or conditioned, except as explicitly stated to the contraryherein; and

###  

### (g.)                              Referencesto any agreement, document or instrument shall mean a reference to suchagreement, document or instrument as the same may be amended, modified,supplemented or replaced from time to time.

###  

# **Article 2**                                               Scopeof Supply

# ** **

GEPPI shall manufacture and deliver theEquipment and GEII shall perform the associated Services, all as more fullydescribed in Attachment 1, Equipment Scope of Supply, and Attachment 7,Services and Special Conditions For On-Site Services (Technical AdvisoryServices Only) subject to the terms and conditions as set forth in thisContract. The Equipment includes three Unit(s).

 

# **Article 3**                                               Price

# ** **

The Buyer shall pay to the Seller thefollowing “Contract Price” in consideration of the Equipment and Services(except Technical Advisory Services which shall be priced according toAttachment 7):

 

**“Contract Price”(Total in U.S. Dollars) = $51,465,000 Pricing Breakdown:**

** **

**GENERAL ELECTRIC PACKAGED POWER INC.**

 
| **Unit**   | ** ** | **Equipment**                  | ** ** | **Subtotal (U.S. Dollars)** | ** **     | **“Unit Price(s)” (U.S. Dollars)** | ** **                |
|------------|------------|--------------------------------|------------|---------------------------------------|----------------|-------------------------------------------------------------|---------------------------|
| **1**      | ** ** | **Gas  Turbine Generator Set** | ** ** | **$**                                 | **17,155,000** | ** **                                                  | **Unit 1 =  $17,155,000** | ** ** |
| **2**      | ** ** | **Gas Turbine  Generator Set** | ** ** | **$**                                 | **17,155,000** | ** **                                                  | **Unit 2 =  $17,155,000** | ** ** |
| **3**      | ** ** | **Gas  Turbine Generator Set** | ** ** | **$**                                 | **17,155,000** | ** **                                                  | **Unit 3 =  $17,155,000** | ** ** |
| ** ** | ** ** | ** **                     | ** ** | **Total  Contract Price:**            | ** **     | **$**                                                       | **51,465,000**            | ** ** |
|            |            |                                |            |                                       |                |                                                             |                           |  |  |

 

**General Electric International, Inc.Sucursal de Peru**

 
| **Services**                | ** ** | **Subtotal (U.S. Dollars)**                  | ** ** | **“Price(s)” (U.S. Dollars)**      | ** ** |
|-----------------------------|------------|--------------------------------------------------------|------------|--------------------------------------------------------|------------|
| Technical Advisory Services |       | Field  service rate sheet in effect at time of service |       | Field  service rate sheet in effect at time of service |       |

 

The Contract Price is stated exclusive ofsales, VAT or other applicable taxes, which will be added at the time ofinvoicing.  The Contract Price per Unitincludes a price of $15,000 USD for all software licenses.  The Contract Price shall be adjusted asnecessary to take account of:

 

8

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### (a.)                               ChangeOrders, including those related to the exercise of Options (as defined in Article 4below); or

###  

### (b.)                              otheradjustments specifically provided for in this Contract.

###  

Payment shall be made in accordance with thePayment Schedule set forth in Article 6.1 and in accordance with thepayment terms and conditions set forth in Article 6 of this Contract.

 

# **Article 4**                                               Options

# ** **

The Buyer shall have the right to exerciseoptions to purchase the additional Equipment or Services which have beenpreviously and specifically quoted to Buyer and which are described in theSchedule of Options attached to this Contract as Attachment 2 (the “Options”)within the times and at the prices therein stated.  If any Option is exercised in writing priorto the option exercise deadline(s) set forth in Attachment 2, the ContractPrice will be automatically adjusted as set forth in the Schedule of Optionsand the associated Payment Schedule and Delivery Schedule shall be set forth ina mutually executed Change Order.

 

# **Article 5**                                               PriceAdjustment - NOT USED

# ** **

# **Article 6**                                               Payments

# ** **

*6.1**                               PaymentSchedule*

* *

Payments shall be made as set forth in thePayment Schedule.  For those paymentstied to calendar months, payments, after the Down Payment, shall be due andpayable on the fifteenth Day of the calendar month as indicated in the PaymentSchedule, remitted via wire transfer. Seller will provide invoices to Buyer thirty (30) Days in advance of thepayment due date.  If the fifteenth Dayof the month falls on a weekend or holiday, the payment shall be due on thenext business Day after the fifteenth. Wire transfer instructions shall beprovided on each invoice.  Late paymentsshall be subject to an interest charge equal to two percent (2%) in excess ofthe prime rate as published in the Wall Street Journal, at that time,compounded on an monthly basis.

 

The GEII’s fees for Technical SupportServices may be invoiced monthly for the Services performed in the prior monthand payment shall be due and payable net thirty (30) days from the date ofSeller’s invoice.

 

For those RTS milestones, invoices shall beissued on completion of the milestone and payment shall be due and payable netfive (5) Days from the date of the Seller’s invoice.  Subject to the Payment Schedule in Attachment9, an initial payment (the “Down Payment”) is to be paid the next business Dayfollowing the Effective Date.  It isunderstood and agreed if the Seller completes the Readiness to Ship milestonefor the first Unit in advance of what is indicated on the Payment Schedule, inno event shall the Buyer be required to make payment for such milestone priorto the milestone date identified on the Payment Schedule included in Attachment9.  It is also understood and agreed thatif Seller completes to Readiness to Ship milestone for the second or thirdUnits in advance of what is indicated on the Payment Schedule, in no eventshall the Buyer be required to make payment for such milestone prior to thirty(30) Days from the milestone date identified on the Payment Schedule includedin Attachment 9.

 

9

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*6.2**                               PaymentSecurity*

* *

Buyer shall provide Seller with paymentsecurity in the form of a Comfort Letter from one or more of the Lenderssubstantially consistent with the form and substance included in Attachment10.  This Comfort Letter shall beprovided on or before December 15, 2008.

 

Should Buyer fail to timely make progresspayments due prior to December 15, 2008, or fail to provide the ComfortLetter by December 15, 2008, Buyer shall provide a BPZ Resources, Inc.Guaranty on or before December 18, 2008, provided that the financial testbelow has been met:

 

### (a.)                               EBITDAX asmeasured from the three (3) month period ending October 31st, 2008 isequal to or greater than 2.25 times the sum of the payments due for the periodbetween January and March of 2009. For the purpose of this calculation, exploratory expenses shall notexceed $5,000,000 USD.

###  

In the event that the Buyer fails to providethe Comfort Letter by December 15, 2008 and is unable to provide the BPZResources, Inc. Guaranty by December 18, 2008 because the abovefinancial test has not been met, then Buyer shall provide Seller with a StandbyLetter of Credit in accordance with the below provisions:

 

### (b.)                              AStandby Letter of Credit issued or confirmed by a United States or WesternEuropean bank reasonably acceptable to Seller, generally in accordance with theSeller’s form attached as Attachment 15, which Standby Letter of Credit shallbe established by the Buyer and shall become operative within (30) thirty Daysafter Seller has requested Buyer to provide the Standby Letter of Creditpursuant to the above. The Standby Letter of Credit established by the Buyershall provide for Seller’s ability to make partial drawings pro rata on partialdeliveries.  Buyer will increase theamount(s) and/or extend the validity period(s) and/or post anadditional Standby Letter of Credit within thirty (30) days of Seller’sprovision to Buyer of documentation showing that such is necessary to securepayments to become due. In the event of any refinancing or additionalfinancings providing funding for the Project, Buyer may replace the currentStandby Letter of Credit with a replacement Standby Letter of Credit and Sellershall cooperate with Buyer in such event by promptly taking all actions on itspart necessary for the cancellation of the current Standby Letter ofCredit.  If Buyer is initially preventedfrom providing the BPZ Resources, Inc. Guaranty because the financial testhas not been met, and is required to provide the Standby Letter of Credit, thenshould Buyer’s EBITDAX as measured for any subsequent three (3) monthperiod equal or exceed 2.25 times the sum of the payments due for the nextthree (3) month period, Buyer shall be entitled to cancel the StandbyLetter of Credit and provide the BPZ Resources, Inc. Guaranty in lieuthereof.  The Standby Letter of Creditshall not be cancelled until such time that the BPZ Resources, Inc.Guaranty has been provided.

###  

At such time that Buyer provides a ComfortLetter to Seller, it shall have no further obligations to provide or maintaineither the BPZ Resources, Inc. Guaranty or the Standby Letter of Credit.

 

10

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*6.3**                               Effectof Changes in Contract Price*

* *

If any adjustment results in an increase tothe Contract Price, Buyer shall pay for the increase in accordance with thecorresponding invoice submitted by Seller. If any adjustment results in a decrease in the Contract Price, paymentspreviously made shall be retained by the Seller and will be applied tosubsequent payments as they become due.

 

*6.4**                               FieldModifications and Offsets*

* *

Seller shall not be responsible for backcharges or field modifications performed by Buyer unless Seller authorizes suchcharges in writing prior to the incurrence thereof and Buyer specificallywaives any right of set-off relating to such charges.  Any claim or set-off for back charges shallbe accompanied by a copy of such written authorization.  In no event shall Buyer offset any amountsdue under this Contract by amounts that may be due Buyer from Seller or any ofits Affiliates under any other agreement, judgment or order.  Buyer may elect to offset amounts due underthis Contract, pursuant to Section 9.3, against future progress paymentsunder the Payment Schedule.

 

# **Article 7**                                               Buyer’sObligations

# ** **

*7.1**                               Permits*

* *

The Buyer shall be responsible for timelyobtaining all environmental and use permits, all other licenses (including butnot limited to export licenses, import licenses), exemptions, permits,authorizations, approvals, local building and construction permits, andeasements necessary for the construction and operation of the Facility, andshall be responsible for any additional costs, fees or fines arising from anydelay or failure to obtain such permits, licenses, exemptions, authorizationsor approvals, even though any such permits, licenses, exemptions,authorizations or approvals may be applied for by Seller.  Buyer shall reasonably support Seller in it’sefforts to obtain any foreign exchange permits and work permits related toServices.

 

*7.2**                               PermittingSupport*

* *

The Seller shall provide reasonableassistance to the Buyer in its endeavors relating to the permitting of the Siteand reasonably cooperate by providing information and support during anyhearings in the process of obtaining the permits.  In undertaking such assistance, the Sellershall not be obligated to incur out-of-pocket costs and expenses withoutreimbursement from the Buyer.  Sellershall not be liable if any permits, licenses, exemptions, authorizations orapprovals are delayed, denied, revoked, restricted or not renewed and Buyershall not be relieved thereby of its obligations under this Contract, includingpaying Seller for the Equipment.

 

# **Article 8**                                               TitleTransfer, Delivery, Risk of Loss, Shipment to Storage

# ** **

*8.1**                               Title*

* *

Title to each portion of the Equipment,Services or any spare parts under this Contract shall transfer from the Sellerto the Buyer as follows:

 

11

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### (a.)                               Titleto Equipment shall pass from the Seller to the Buyer immediately at Seller’sDelivery (pursuant to Section 8.2) of the Equipment Ex Works Seller’sHouston Manufacturing Facility (Incoterms 2000).

###  

### (b.)                              Titleto Services shall pass to the Buyer as performed.

###  

### (c.)                               Titleto Operational Spare parts to be exported from the United States of Americashall pass from the Seller to the Buyer upon the earlier of the Seller havingreceived payment or immediately after each item departs from the territorialland, seas and overlying airspace of the United States.

###  

For the purposes of this Article, theterritorial seas of the United States shall be deemed to extend to twelve (12)nautical miles from the baseline of the country determined in accordance withthe 1982 United Nations Convention of the Law of the Sea.

 

Upon receipt of Buyer’s final payment foreach Unit, Seller shall deliver a final (one-time) lien waiver for each Unit in the form of Attachment 3 to thisContract within three (3) Days of its receipt of such payment.

 

*8.2**                               Delivery*

* *

The Seller shall make the Equipment availablefor Buyer’s pick up and shipment Ex Works Seller’s Houston ManufacturingFacility (Incoterms 2000) (“Delivery”) upon issuance of Notice of Readiness toShip.  The Seller shall make Delivery ofeach Unit by the date set forth in the Scheduled Delivery Date(s) as setforth in Attachment 4.

 

*8.3**                               Riskof Loss*

* *

With respect to each item of Equipment, riskof loss shall pass to the Buyer upon the earlier of:

 

### (a.)                               Delivery;or

###  

### (b.)                              Shipmentto storage if permitted under the terms of this Contract.

###  

*8.4**                               Deliveryto Storage*

** **

If any part of the Equipment cannot bedelivered to the Buyer when ready due to any cause solely attributable to theBuyer or due to a Force Majeure Event pursuant to Article 18.1, the Sellermay ship such Equipment to storage in Houston, Texas, such storage being inaccordance with the original equipment manufacturers’ recommendations, and anytechnical specifications or other instructions provided by the Seller.  If such Equipment is placed in storage,including storage at the facility where manufactured, the following conditionsshall apply:

 

### (a.)                               titleand risk of loss shall thereupon pass to the Buyer if it had not alreadypassed;

###  

### (b.)                              anyamounts otherwise payable to the Seller upon Delivery or shipment shall bepayable upon presentation of the Seller’s invoice(s);

 

12

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### (c.)                               allexpenses incurred by the Seller, such as for preparation for and placement intostorage, handling, inspection, preservation, storage, removal charges and anytaxes shall be payable by the Buyer upon submission of the Seller’s invoice(s);and

###  

### (d.)                              whenconditions permit and upon payment of all amounts due hereunder, the Seller shallresume Delivery of the Equipment.

###  

Notwithstanding anything to the contrarycontained herein, storage and shipment to storage is the sole and directresponsibility of the Buyer and the Seller shall not assume any liabilityassociated therewith, except if Seller delivers such Equipment to storage whichis unsuitable for providing the storage conditions specified in the firstsentence of this Section 8.4, and Buyer shall indemnify, defend and holdSeller harmless for any damages, costs, expenses and fees, including reasonableattorneys’ fees associated therewith. Any Seller invoicing or collection related to shipment is only a serviceprovided to the Buyer and represents no direct or indirect responsibilityassociated with storage.

 

# **Article 9**                                               Scheduleand Liquidated Damages for Delay

# ** **

*9.1**                               DrawingLiquidated Damages*

* *

The Seller shall submit the drawings anddesign information listed in Attachment 8 for Buyer review andinformation.  Those drawings identified,as “LD Drawings” in Attachment 8 shall be subject to late delivery liquidateddamages, not as a penalty, a sum of $500 per drawing per Day. The Seller’saggregate liability hereunder for drawing submittal delay liquidated damagesshall not exceed $250,000.  Theliquidated damages for delay in submitting the drawings shall be the Buyer’sexclusive remedy for and the Seller’s sole obligation arising out of delayeddrawing submittals.

 

*9.2**                               ScheduledDelivery Date*

* *

The Seller shall provide the Notice ofReadiness to Ship for each Unit by the date(s) set forth in the ScheduledDelivery Date(s) schedule attached to this Contract as Attachment 4.

 

*9.3**                               ScheduledLiquidated Damages*

* *

If any of the Units are not delivered on orbefore their respective Scheduled Delivery Date(s), for reasons not excusedelsewhere in this Contract, the Seller shall pay Buyer as liquidated damages,and not as a penalty, a sum calculated in accordance with the table below,until actual Delivery of that Unit:

 
| **Days** | ** ** | **Liquidated Damages**  |
|----------|------------|------------------------------|
| 1+       |       | $7,000 per full Day per Unit |

 

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*9.4**                               Limitations*

* *

The Seller’s aggregate liability per Unithereunder for liquidated damages for delay in Delivery of Units shall notexceed ten percent (10%) of the Contract Price. The liquidated damages for delay in Delivery of Units shall be the Buyer’sexclusive remedy for and the Seller’s sole obligations arising out of delay.

 

Notwithstanding the foregoing, suchliquidated damages shall not be deemed to relieve Seller of its obligationsunder Article 14 or under Article 10 with respect to defective Equipmentor Services and Buyer shall be entitled to pursue all remedies available to itunder these provisions.

 

# **Article 10**                                        PerformanceGuarantees

# ** **

When tested in accordance with Attachment 5,Test Procedures and Protocol, and subject to the conditions specified inAttachment 6 and Attachment 7, the Seller guarantees that the Equipment willachieve the output, heat rate, emissions levels, and near field noise levels,set forth in the Stamped Guarantee Sheet attached hereto as Attachment 6 (the “PerformanceGuarantees”).  If the performance of anyUnit achieves the Minimum Performance Guarantees, but fails to achieve theoutput or heat rate Performance Guarantees after the final performance testprovided for in Article 11 below, the Seller shall pay to the Buyer asliquidated damages, and not as a penalty, a sum calculated in accordance withthe table below for each Unit that fails to achieve the output or heat ratePerformance Guarantees:

 
| **Criterion**              | ** ** | **Liquidated Damages**                                                                                                                                                                                                           |
|----------------------------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                       |       |                                                                                                                                                                                                                             |
| Output                     |       | $785 for  each kW below the applicable Performance Guarantee                                                                                                                                                                     |
|                       |       |                                                                                                                                                                                                                             |
| Heat Rate                  |       | $ 13,550 for each btu/kWh (LHV) above the applicable Performance  Guarantee                                                                                                                                                 |
|                       |       |                                                                                                                                                                                                                             |
| Guaranteed Emissions       |       | Liquidated damages not applicable. In lieu of any damages, Seller has  a duty to adjust and repair the Unit until the Performance Guarantee for  emissions is met during a one-time test. (a Must Meet Remedy).                  |
|                       |       |                                                                                                                                                                                                                             |
| Near Field Noise Emissions |       | Liquidated damages not applicable. In lieu of any damages, Seller has  a duty to adjust and repair the Unit until the Performance Guarantee for near  field noise emissions is met during a one-time test. (a Must Meet Remedy). |

 

The Seller’s aggregate liability per Unithereunder for liquidated damages for failure to achieve the output PerformanceGuarantee shall not exceed ten percent (10%) of the Unit Price of the Unit(s) givingrise to such claim. The Seller’s aggregate liability per Unit hereunder forliquidated damages for failure to achieve the heat rate Performance Guaranteeshall not exceed ten percent (10%) of the Unit Price of the Unit(s) givingrise to such claim. The liquidated damages for failure to achieve thePerformance Guarantees and the corrective action to be taken by the Seller fordeficiencies in performance shall be the Buyer’s exclusive remedies for and theSeller’s sole obligations arising out of such deficiencies.

 

In addition to the Performance Guarantees foroutput and heat rate, when tested in accordance with Attachment 5 and subjectto the conditions set forth in Attachment 6 and Attachment 7, the 

 

14

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Seller guarantees that each Unit will meetthe Minimum Performance Guarantees.  Ifwhen first so tested, a Unit fails to meet the Minimum Performance Guarantees,the Seller shall have a continuing obligation to adjust and repair the Unit(s) untilthe Minimum Performance Guarantees are met (“Must Meet Remedy”); provided,however, that Buyer may give notice under Section 25.1(d).

 

Notwithstanding the foregoing, suchliquidated damages shall not be deemed to relieve Seller of its obligationsunder Article 14 with respect to defective Equipment or Services and Buyershall be entitled to pursue all remedies available to it under this Article.

 

All Performance Guarantees must be met simultaneously.

 

# **Article 11**                                        PerformanceGuarantee Testing

# ** **

*11.1**                        PerformanceTests*

* *

The performance tests shall be arranged andconducted by the Buyer or its designee unless specifically stated below.

 

*11.2**                        PerformanceTesting*

* *

The tests for output and heat rate shall beperformed separately for each Unit using the testing procedures and protocolset forth in Attachment 5 and subject to conditions set forth in Attachment 6and Attachment 7, and shall be conducted immediately following the start-upperiod after the Seller has conducted final check-out of the Unit.  If the output and heat rate tests are notconducted within the first 200 fired hours, degradation shall be applied inaccordance with clause 11.7 below.

 

*11.3**                        EmissionsTesting*

* *

If required, Buyer or its designee shallconduct the emissions tests at the engine exhaust.  Buyer shall provide Seller a copy of theinitial compliance test report, as submitted to the relevant air qualitymanagement agency.

 

*11.4**                        NoiseTesting*

* *

Buyer or its designee shall conduct the noisetests of the Equipment.  Buyer willprovide Seller with a copy of the test procedure prior to the test beingconducted.  Buyer shall afford the Sellerwith the opportunity to witness noise testing and will provide written noticewithin fifteen (15) Days of the date the test will be conducted.  A copy of the final test report shall beprovided to the Seller upon test completion.

 

*11.5**                        CurePeriod*

* *

If when first tested, a Unit meets theMinimum Performance Guarantee, but does not meet the heat rate or outputPerformance Guarantee, the Seller shall diligently undertake corrective actionsto achieve the relevant Performance Guarantee. Seller should be afforded sixty (60) Unimpeded Access Days to the Unit(s) toundertake corrective action.  Sellershould be afforded 

 

15

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a day for day extension for each Day thatUnimpeded Access is not provided by Buyer. The Seller and Buyer will cooperate during this cure period to provideUnimpeded Access to the Unit(s).  In theevent that there is an extended period during which the Seller is not providedUnimpeded Access and Seller’s personnel demobilize from site, Buyer shallprovide Seller with at least ten (10) Days notice when such access isexpected to resume.  Subject to therequirements of system dispatch, the COES, and Buyer’s other contractualobligations, the Unit(s) will be re-tested when the Seller so requests,but in any event at the end of this cure period.

 

*11.6**                        Cost ofTests and Re-Tests*

* *

The Buyer shall perform the initial performancetests at its cost.  The Seller shall benotified of, and shall be represented at, all such tests.  If Seller fails to be present at such tests,it shall be deemed to have waived the requirement that it be present.  If a re-test is required and to the extentthe Seller was the cause of such re-test, the actual cost of the retest will beborne by the Seller.  The actual cost ofthe re-test shall mean:

 

### (a.)                               thecost of special test personnel or special operating personnel provided by theBuyer;

###  

### (b.)                              thecost of special instrumentation and equipment (including rental cost) andincluding required calibration of the instrumentation; and

###  

### (c.)                               theSeller’s personnel cost, but in no event whatsoever will the Seller beresponsible for the cost of fuel or other consumables, normal operatingpersonnel, or any other such cost typically borne by the Buyer.

###  

*11.7**                        Degradation*

* *

In conducting the initial performance test orre-tests, the performance of any Unit shall not be adjusted for degradationuntil such Unit has operated in excess of two hundred (200) hours.  The Seller’s degradation table, included inAttachment 11, shall be used to determine the adjustment for Unit output andUnit heat rate.

 

*11.8**                        PerformanceCredits  [Not Used in this Contract]*

* *

# **Article 12**                                        AggregateLimitation on Liquidated Damages

# ** **

The Seller’s overall aggregate liabilityhereunder for all forms of liquidated damages provided for in this Contractshall not exceed fifteen percent (15%) of the Contract Price. The Parties agreethat the amount of liquidated damages set forth above are reasonable in lightof the anticipated harm caused by the breach of duty related thereto and thedifficulties of proof of loss and inconvenience or non-feasibility of obtainingany adequate remedy and the Parties are estopped from contesting the validityor enforceability of such liquidated damages.

 

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# **Article 13**                                        Observation,Inspection and Factory Test

# ** **

*13.1**                        Observationat the Site*

* *

Upon reasonable prior written notice, theSeller shall be afforded access during normal business hours to observe Work inprogress at the Site.  The Seller mayvisit the Site at any time or times, or may maintain representatives to observeBuyer’s or Buyer’s contractors work, provided such activity and inspections donot unreasonably interfere with the Work.

 

*13.2**                        Inspectionsand Tests at Seller’s Facilities*

* *

Upon the Buyer’s request and with the Seller’sprior written consent, the Buyer’s inspector shall be provided access to theSeller’s facilities to obtain information on production progress and makeinspections. Such access will be limited to areas concerned with the Equipmentand shall not include restricted areas where Work of a proprietary nature isbeing conducted.  The Seller shall, inits sole discretion, determine the extent of the Buyer’s access to the Seller’sfacilities and the extent of factory testing to be conducted on the Equipmentduring normal business hours.  The Sellershall not be required to delay manufacturing or other activities to accommodateBuyer’s inspection.

 

*13.3**                        Inspectionsand Tests at Suppliers’ Facilities*

* *

Subject to the conditions set forth in theforegoing paragraph, the Seller will make reasonable efforts to obtain for theBuyer access to its Suppliers’ facilities for the purposes described in theparagraph above.

 

*13.4**                        AdvanceNotice of Intended Readiness To Ship and Inspection*

* *

With the respect to each Unit, Seller shallprovide Buyer with a written notice of Seller’s intent to issue the Notice ofReadiness to Ship (“Advance Notice of Intended Readiness to Ship”) for Buyer’sinspection.  Such notification shall beprovided to Buyer in writing no later than fifteen (15) Days prior to the dateon which Seller intends to issue the Notice of Readiness to Ship for any Unit.Buyer may elect to inspect or not inspect the Unit prior to issuance of Noticeof Readiness to Ship.  The Buyer’s waiverof its right to inspect or failure to inspect when given the reasonableopportunity shall not limit Seller’s ability to issue the Notice of Readinessto Ship. Absent Buyer’s written agreement, Seller shall not issue the Notice ofReadiness to Ship prior to fifteen (15) Days after the issuance of the AdvanceNotice of Intended Readiness to Ship.

 

If during Buyer’s inspection it is determinedthat Seller has not made the Equipment available in accordance with Seller’spacking procedures and quality assurance processes, Buyer has the right torequest that Seller remedy the situation prior to Seller issuing Notice ofReadiness to Ship.  Any suchnon-conformity shall be resolved expeditiously by the Parties to their mutualsatisfaction.

 

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*13.5**                        InspectionNot Acceptance*

* *

The Buyer’s inspection of the Equipment orits failure to inspect does not relieve the Seller of its obligation to fulfillthe requirements of this Contract, nor is it to be construed as acceptance bythe Buyer.

 

# **Article 14**                                        Warranty

# ** **

*14.1**                        WarrantyPeriod*

* *

The Seller shall warrant the Equipment andthe associated Services on the terms set forth in this Article below for (i) twelve(12) months following the date each Unit meets the Performance Guarantees (forthe avoidance of doubt, provided that the Seller has met the MinimumPerformance Guarantees and the Performance Guarantees for Emissions and Noise,and has made required payments of Liquidated Damages for such Unit, thestarting date shall be the conclusion of the cure period as provided in Section 11.5),(ii) 8,000 fired hours for each Unit, or (iii) thirty (30) monthsfollowing the date of Seller’s Notice of Readiness to Ship for each Unitwhichever period is first to occur (the “Warranty Period”); provided, however,that the warranty applicable to the Training Services shall be solely as setforth in Attachment 7.

 

*14.2**                        Warranty*

* *

The Seller warrants to the Buyer that duringthe Warranty Period:

 

### (a.)                               theEquipment to be delivered hereunder:

###  

#### (i)                                     shallbe designed and fit for the purpose of generating electric power when operatedin accordance with the Seller’s specific written operation instructions and, inthe absence thereof, in accordance with generally accepted operation practicesof the electric power producing industry,

####  

#### (ii)                                  shallbe free from defects in material, workmanship and title,

####  

#### (iii)                               shall be new and unused,and

####  

#### (iv)                              shallcomply with all material applicable Laws; and

####  

### (b.)                              theServices shall be performed in a competent, diligent manner in accordance withall applicable Laws.

###  

*14.3**                        Remedy*

* *

If the Equipment delivered or Servicesperformed hereunder do not meet the above warranties during the Warranty Periodset forth in this Article, the Buyer shall promptly notify the Seller inwriting and in the case of the Equipment make the Equipment available promptlyfor correction.  The Seller shall thereafter,as soon as is practicable, correct any warranty defect, at its expense:

 

### (a.)                               byreperforming the defective Services;

 

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### (b.)                              repairing(to the extent consistent with good industry practices) the defective part ofthe Equipment either on Site, or if off-Site returned by Seller, at Seller’sexpense, to the Peruvian port of entry DDU (Incoterms 2000); or

###  

### (c.)                               bymaking available necessary replacement parts available at the Peruvian port ofentry DDU (Incoterms 2000).

###  

Buyer shall, at Seller’s option, return anydefective part that is replaced by Seller at Seller’s expense to Seller’sHouston facility within sixty (60) Days from the date of written instruction bySeller.  The Seller shall providetechnical advisory Services reasonably necessary for any such repair of theEquipment, but the Seller shall not be responsible for (i) removal orreplacement of structures or other parts of the Facility and (ii) sitelabor or transportation of parts or components from Peruvian port of entry DDU(Incoterms 2000).  The Buyer shall beresponsible for the installation of any repaired or replacement part and forpayment of any customs duties or similar levies, which may be assessed as aresult of the shipment of any such replacement parts.  Notwithstanding the foregoing, in no eventshall the Buyer’s provision of labor or such labor’s performance of anyinstallation of replacement parts negate any warranties or guarantees providedby Seller under this Contract.

 

If a defect in the Equipment or part thereofcannot be corrected by the Seller’s reasonable efforts, the Parties willnegotiate an equitable adjustment in price with respect to such Equipment orpart thereof or in the event of a failure by Seller under this Section 14.3,Seller shall be obligated to pay Buyer’s actual documented costs of any repairor remedial work required hereunder.

 

*14.4**                        Warrantyon Remedial Work*

* *

Any re-performed service or repaired orreplacement part furnished under this warranty shall carry warranties on thesame terms as set forth above, except that the applicable warranty period forthe repair/replacement part or re-performed Service shall be for the longer of:

 

### (a.)                               theremainder of the original Warranty Period; or

###  

### (b.)                              twelve(12) months from the date of such re-performance, repair or replacement.

###  

In any event the repair/replacement warrantyperiod and the Seller’s responsibilities set forth herein for such repaired orreplacement part shall end no later than twelve (12) months after expiration ofthe original Warranty Period.

 

Seller shall provide at no cost FMEA (FailureModes Effect Analysis) analysis of root cause for systemic repeated failures.

 

*14.5**                        Exclusions*

* *

The Seller does not warrant the Equipment orany repaired or replacement parts against normal wear and tear, including thatdue to environment or operation, including, type of fuel, detrimental air inletconditions or erosion, corrosion or material deposits from fluids.  The warranties and remedies set forth hereinare further conditioned upon:

 

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### (a.)                               theproper storage, installation, operation, and maintenance of the Equipment andconformance with the operation instruction manuals (including revisionsthereto) provided by the Seller and/or its Subcontractors or Suppliers, asapplicable (including any required warranty preservation services in the eventof long term storage); and

###  

### (b.)                              repairor modification pursuant to the Seller’s instructions or approval.

###  

Buyer shall keep proper records of operationand maintenance during the Warranty Period. These records shall be kept in theform of log sheets and copies shall be submitted to the Seller upon itsreasonable request.

 

*14.6**                        ExclusiveRemedies and Warranties*

* *

EXCEPT FOR LIQUIDATED DAMAGES FOR OUTPUT ANDHEAT RATE AND MUST MEET REMEDIES, THE PRECEDING PARAGRAPHS OF THIS ARTICLE SETFORTH THE SOLE AND EXCLUSIVE REMEDIES FOR ALL CLAIMS DURING THE WARRANTY PERIODBASED ON FAILURE OF OR DEFECT IN THE EQUIPMENT AND SERVICES PROVIDED UNDER THISCONTRACT, WHETHER THE FAILURE OR DEFECT ARISES BEFORE OR DURING THE WARRANTYPERIOD AND WHETHER A CLAIM, HOWEVER INSTITUTED, IS BASED ON CONTRACT,INDEMNITY, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OROTHERWISE.  THE FOREGOING WARRANTIES AREEXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES AND GUARANTEES WHETHERWRITTEN, ORAL, IMPLIED OR STATUTORY.  NOIMPLIED STATUTORY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULARPURPOSE SHALL APPLY.

 

# **Article 15**                                        Taxes

# ** **

*15.1**                        SellerTaxes*

* *

Unless otherwise specified in this Contract,the Seller shall be responsible for, and shall pay directly, Seller Taxes.  If Buyer deducts or withholds Seller Taxes,the Buyer shall furnish within one month to the Seller accurate officialreceipts from the appropriate governmental authority for each deducted orwithheld Seller Taxes.

 

*15.2**                        BuyerTaxes*

* *

The Buyer shall be responsible for, and shallpay directly when due and payable, any and all Buyer Taxes, and all paymentsdue and payable by the Buyer to the Seller hereunder shall be made in the fullamount of the Contract Price, free and clear of all deductions and withholding,for Buyer Taxes.  If the Buyer deducts orwithholds Buyer Taxes, the Buyer shall pay additional amounts to the Seller tocause the amounts actually received by the Seller, net of deducted or withheldBuyer Taxes, to equal the full amount of the Contract Price, and shall provideto the Seller within one month, along with such payments, accurate officialreceipts from the appropriate governmental authority for deducted or withheldBuyer Taxes.  If the Seller is requiredto pay Buyer Taxes, the Buyer shall, promptly upon presentation of the Seller’sinvoice for such Buyer Taxes, pay to the Seller in the Contract Currency anamount equal to the U.S. 

 

20

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dollar equivalent of such Buyer Taxes(calculated at the exchange rate in effect at the time payment of such BuyerTaxes was made).

 

*15.3**                        Invoices*

* *

The Seller shall issue an official value-added,sales (or similar) tax invoice in addition to the price, in accordance withapplicable Laws.

 

*15.4**                        DutyDrawback*

* *

All rights to drawback of customs duties paidby the Seller to the customs authorities of the country of manufacture of anyEquipment belong to and shall remain with Seller.  Buyer agrees to cooperate with Seller and tofurnish such documents to Seller as may be necessary to obtain drawback.

 

# **Article 16**                                        Compliancewith Laws, Codes and Standards

# ** **

The Contract Price is based on the engineeringand manufacture of the Equipment in accordance with the Seller’s designcriteria, manufacturing processes and procedures and quality assuranceprograms, so as to comply with:

 

### (a.)                               thoseportions of the codes and standards identified in Attachment 1 which the Sellerhas deemed applicable to the Equipment (“Codes and Standards”);

###  

### (b.)                              theapplicable national Laws of the country where the relevant Equipment ismanufactured (“National Laws”);

###  

### (c.)                               theSite Conditions (including temperature, humidity, elevation and any seismic orwind-loading requirements) identified by Buyer prior to Effective Date and setforth in Attachment 1 (“Site Conditions”); and

###  

### (d.)                              thoseLocal Laws which have been identified in Attachment 1.  If no Local Laws are set forth in Attachment1 and agreed to by Seller, the manufacturing process shall not incorporate anyconsideration of Local Laws.

###  

# **Article 17**                                        ProjectManagement

# ** **

*17.1**                        OriginalEquipment Definition*

* *

The original Equipment definition isestablished in Attachment 1, Scope of Supply.

 

*17.2**                        OrderDefinition Meeting*

* *

Unless otherwise agreed, the Seller willschedule an Order Definition Meeting within thirty (30) Days of execution ofthis Contract.   The Seller will advisethe Buyer of the final drawing delivery schedule at the conclusion of the OrderDefinition Meeting.

 

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*17.3**                        ProjectManager*

* *

No later than the date of the OrderDefinition Meeting, each Party will appoint an individual person as its ProjectManager and will authorize that person to act on its behalf and will identifythat person to the other Party.  EachParty hereby represents to the other that the person so identified will beauthorized to act on behalf of that Party in matters connected with thisContract or the Project.

 

*17.4**                        AutomaticRelease*

* *

If the Buyer fails to provide any informationrequired by this Article within the times herein specified, or if theParties are not able to reach agreement as to the substance of a Change Orderto which the Seller is entitled pursuant to this Article by the conclusionof the Order Definition Meeting, the Seller will deliver the Equipment asoriginally described in Attachment 1.

 

*17.5**                        GlobalSourcing*

* *

The Seller reserves the right in itsdiscretion to obtain, source, subcontract, manufacture, fabricate and assemblethe Equipment and any of its components and systems outside the United Statesor from non-domestic concerns, or both; it being understood that the qualitystandards and warranties of the Seller under this Contract shall be adhered toin all cases irrespective of source, and that such actions by Seller shall notresult in any increase in the Contract Price or Buyer’s Taxes.  Seller shall be responsible for those directcosts associated with its global sourcing and manufacturing activities thatoccur prior to title transfer to Buyer.

 

*17.6**                        ElectronicCommunication*

* *

The Parties agree to use the Seller’sCustomer Collaboration System as the primary medium for the storage andtransmittal of drawings, specifications and project reports.  The current Customer Collaboration System isProject Net.

 

# **Article 18**                                        Changes

# ** **

*18.1**                        ChangesResulting from Changes in Codes and Changes in Law*

* *

If any change after the Effective Date to theCodes and Standards or any Change in Law requires a change to the Equipment,the Seller shall be entitled to a Change Order that includes equitableadjustments to the Contract Price and to Scheduled Delivery Date(s) andother provisions of this Contract that are impacted.  If the Seller is entitled to a Change Orderpursuant to the provisions of this paragraph, the Seller shall submit to theBuyer a draft Change Order.

 

*18.2**                        Changesand Improvements Beyond Scope*

* *

Seller has the right to make changes inproduct design and add improvements to products or services at any time withoutincurring any obligations to install the same on or in connection with theEquipment and Services provided hereunder. In addition, during the manufacturing process at its discretion, Sellermay make minor changes to the Equipment without entering into a Change Order,provided that such minor changes do not alter Seller’s obligations pursuant to 

 

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this Contract, the Contract Price orScheduled Delivery Date(s) or adversely affect Seller’s PerformanceGuarantees.

 

*18.3**                        Buyer-InitiatedChanges*

* *

The Buyer shall have the right to requestthat the Seller make changes to the Equipment or the Services, includingmodifications, alterations or additions. If the Buyer wishes to request such a change, the Buyer shall notify theSeller in writing.  Within fifteen (15)Days after receipt of such notice (unless otherwise extended by mutualagreement), the Seller shall submit to the Buyer a draft Change Order, unlessthe matter requires further investigation and research in which case Sellerwill provide an estimate of the time frame in which Seller will be able tosubmit a draft Change Order to Buyer. Within fifteen (15) Days after receipt of the draft Change Order, Buyershall, at its option, advise the Seller that it no longer wishes to proceedwith the Buyer initiated Change Order, request additional time to consider thedraft Change Order, approve the Change Order, or propose revisions to the draftChange Order, or propose revisions to the draft Change Order.  If the Buyer proposes revisions to the draftChange Order, Seller shall issue a new draft Change Order to Buyer withinfifteen (15) Days of its receipt of Buyer’s proposed revisions.  Buyer shall approve or disapprove of the newdraft Change Order within ten (10) days of its receipt thereof.  To the extent that there is any remainingdispute concerning this Change Order it shall be referred to senior managementin accordance to Section 32.1.    Ifand when Buyer finally approves the Change Order, the Buyer and the Sellershall then sign the Change Order that shall operate as an amendment to thisContract.

 

*18.4**                        Seller-InitiatedChanges*

* *

If the Seller wishes to propose a change, orif the Seller is entitled to a Change Order pursuant to the provisions of thisContract, the Seller shall submit to the Buyer a draft Change Order.

 

*18.5**                        Contentsof Draft Change Order*

* *

The draft Change Order shall include:

 

### (a.)                               atechnical description of the proposed change in such detail as the Buyer may reasonablyrequire;

###  

### (b.)                              alump sum firm price adjustment (increase or decrease) in the Contract Price, ifany, caused by the proposed change;

###  

### (c.)                               allpotential effect(s), if any, on the Scheduled Delivery Date(s), or any otherschedule or date for performance by the Seller hereunder caused by the proposedchange; and

###  

### (d.)                              allpotential effect(s), if any, on the Seller’s ability to comply with any of itsobligations hereunder, including the Seller’s warranties and PerformanceGuarantees caused by the proposed change.

 

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*18.6**        Process for ConcludingChange Order*

* *

The Buyer shall, within fifteen (15) Daysfrom the date of receipt of such information, either approve or disapprove thedraft Change Order in writing, request additional time to consider the draftChange Order, or propose revisions to the draft Change Order.  If the Buyer proposes revisions to the draftChange Order, Seller shall issue a new draft Change Order to Buyer withinfifteen 15 Days of its receipt of Buyer’s proposed revisions.  Buyer shall approve or disapprove of the newdraft Change Order within ten (10) days of its receipt thereof.  To the extent that there is any remainingdispute concerning this Change Order it shall be referred to senior managementin accordance to Section 32.1.  Ifand when the Buyer finally approves the Change Order, the Buyer and the Sellershall then sign the Change Order that shall operate as an amendment to thisContract.

 

*18.7**        Agreement Required*

* *

Subject to Section 18.3 above, allchanges under this Contract shall be subject to mutual agreement, and no ChangeOrder will be effective until signed by both Parties.

 

# **Article 19**             Force Majeure Event

# ** **

*19.1**        Force Majeure Event*

* *

### (a.)          a “Force Majeure Event”shall mean any act, event or circumstance or any combination of acts, events orcircumstances which:

###  

#### (i)            isbeyond the reasonable control of the Affected Party (and in the case of Buyer,its EPC Contractor, and in the case of Seller, its Subcontractors andSuppliers);

####  

#### (ii)           iswithout fault or negligence on the part of the Affected Party (and in the caseof Buyer, its EPC Contractor, and in the case of Seller, its Subcontractors andSuppliers);

####  

#### (iii)          could not have been avoided or overcome bythe Affected Party (and in the Case of Buyer, its EPC Contractor, and in thecase of Seller, its Subcontractor and Suppliers) acting in a reasonable andprudent manner; and

####  

#### (iv)          prevents,hinders or delays the Affected Party in its performance of all (or part) of itsobligations under this Contract.

####  

### (b.)          without limiting thegenerality of the foregoing, a Force Majeure Event may include any of thefollowing acts, events or circumstances, or combination thereof, but only tothe extent that it satisfies the requirements set our in Section 19.1(a)(i) to(iv):

 

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#### (i)            anAct of God, including drought, fire, earthquake, volcanic eruption, landslide,flood, storm, hurricane, lighting strike, cyclone, tornado, typhoon or othernatural disasters;

####  

#### (ii)           epidemicor plague;

####  

#### (iii)          fire, explosion or radioactive or chemicalcontamination;

####  

#### (iv)          aircrash, shipwreck or train crash;

####  

#### (v)           anyact, event or circumstance of a nature analogous to any of the foregoing;

####  

#### (vi)          war,hostilities, belligerence, blockade, acts of terrorism, sabotage, civilcommotion, civil disturbances, riot, revolution, or insurrection; and

####  

#### (vii)         boycotts, strikes, lockouts and other labordisturbances.

####  

### (c.)          notwithstanding Section 19.1(b),the following shall not constitute Force Majeure Events except and to theextent that they result directly from a Force Majeure Event:

###  

#### (i)            latedelivery or interruption in the delivery of machinery, equipment, materials andspare parts;

####  

#### (ii)           anydelay in the performance by Seller caused by Seller’s or any Supplier’s orsubcontractor’s failure to engage appropriately qualified Supplier’s orsubcontractors or personnel or an adequate number of personnel for theperformance of the relevant tasks; and

####  

#### (iii)          any inability or failure to pay money, anyinability to raise finance or any changes in price or market conditions.

####  

### (d.)          The burden of proof asto whether a Force Majeure Event has occurred shall be upon the Party claiminga Force Majeure Event.

###  

### (e.)          If either Party isrendered wholly or partially unable to perform its obligations under this Agreementbecause of a Force Majeure Event, that Party (the “Affected Party”) will beexcused from whatever performance is affected by the Force Majeure Event to theextent so affected; provided that:

###  

#### (i)            theAffected Party gives the other Party notice within five (5) Days from thetime of the occurrence describing the particulars of the occurrence, includingan estimation of its expected duration and probable impact on the performanceof such Party’s obligations hereunder, and continues to furnish timely regularreports with respect thereto during the continuation of the Force MajeureEvent;

 

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#### (ii)           thesuspension of performance shall be of no greater scope and of no longerduration than is reasonable required by the Force Majeure Event;

####  

#### (iii)          no liability of either Party which arosebefore the occurrence of the Force Majeure Event causing the suspension ofperformance shall be excused as a result of the occurrence;

####  

#### (iv)          theAffected Party shall exercise all reasonable efforts to mitigate or cure theeffect of the Force Majeure Event;

####  

#### (v)           theAffected Party shall continue to perform all of its obligations hereunder whichare not impaired by the Force Majeure Event; and

####  

#### (vi)          whenthe Affected Party is able to resume performance of its obligations under thisAgreement, the Affected Party shall give the other Party written notice to thateffect and shall promptly resume performance hereunder.

####  

In the event the Affected Partyfails to give the other party notice in accordance with the requirements above,the other Party may reasonably deny the Affected Party’s entitlement to such anextension for that portion of the delay that occurred prior to the AffectedParty’s notice.

 

*19.2**        Termination forExtended Delay*

* *

If a Force Majeure Event extends for morethan twelve (12) consecutive months and the Parties have not agreed upon arevised basis for continuing the Work at the end of the delay, including anequitable adjustment of the price, if necessary, then either Party (exceptwhere delay is caused by the Buyer, in which event only the Seller, and exceptwhere delay is caused by the Seller, in which case only the Buyer), upon thirty(30) Days written notice, may terminate this Contract with respect to theportion of Equipment to which title has not yet passed. If the termination forextended delay is caused by a Force Majeure Event of the Buyer, the Buyer shallpromptly pay the Seller termination charges as set forth the in TerminationSchedule. If the Termination for Extended Delay is caused by a Force MajeureEvent of the Seller, the Buyer may request a refund of payments for portion ofEquipment to which title has not yet passed and Seller shall promptly make suchrefund to Buyer.

 

# **Article 20**             Patents

# ** **

*20.1**        Indemnity*

* *

The Seller shall indemnify the Buyer againstany damages, costs and expenses (including reasonable attorneys fees) arisingout of any suit, claim, or proceeding (a “Claim”) alleging that Work infringesa patent in effect in the U.S., Canada, an EU member state or the country ofdelivery (provided there is a corresponding patent issued by the U.S. or an EUmember state or the country of delivery) if:

 

### (a.)          the Buyer promptlynotifies the Seller in writing of the Claim;

 

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### (b.)          the Buyer makes noadmission of liability and gives Seller sole authority, at the Seller’sexpense, to direct and control the defense and any settlement and compromisenegotiations; and

###  

### (c.)          the Buyer provides theSeller with full disclosure and assistance that may be reasonably required todefend any such Claim.

###  

*20.2**        Exclusions*

* *

The Seller shall have no obligation orliability with respect to any Claim based upon:

 

### (a.)          any Work that has beenaltered by any person other than Seller, Suppliers and Subcontractors;

###  

### (b.)          the combination or useof the Work with other products when the combination is the basis of anyallegedly infringing process;

###  

### (c.)          failure of the Buyer toimplement at Seller’s expense any update provided by the Seller that would haveprevented the Claim;

###  

### (d.)          unauthorized use of theWork, whether or not in breach of the provisions of this Contract; or

###  

### (e.)          the Buyer’sspecifications.

###  

The Buyer shall defend any suit or proceedingbased upon, and shall indemnify and hold the Seller harmless against, any claimthat any Work made, modified or performed to the Buyer’s specificationsinfringes any patent.

 

*20.3**        Remedies*

* *

If the Work or any portion thereof becomesthe subject of a claim, the Seller may at its option, either:

 

### (a.)          settle or defend theclaim or any suit or proceeding and pay all damages and costs awarded againstand incurred by the Buyer; or

###  

### (b.)          procure for the Buyer,at Seller’s expense, the right to continue using the Equipment; or

###  

### (c.)          modify the Equipment sothat it becomes non-infringing; or

###  

### (d.)          replace the Equipmentwith non-infringing Equipment.

###  

If, in any suit arising from such a claim,the continued use of the Equipment for the purpose intended is impaired orforbidden by any court of competent jurisdiction, the Seller shall at itsoption take one or more of the actions under (b.), (c.) or (d.) above.

 

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*20.4**        Sole Liability*

* *

The Seller’s entire liability forindemnification for patent, trademark, copyright, and trade secret infringementfor the Work is as described and limited in Section 20.3.

 

# **Article 21**             General Indemnity

# ** **

*21.1**        General Indemnity*

* *

Each Party(each an “Indemnifying Party”) shall be liable to and indemnify the otherParty, its officers, employees, agents and subcontractors (each an “IndemnifiedParty”) for any injuries to persons or damage to third party property, and, atits expense, shall defend against and hold the Indemnified Party harmless fromany claims which arise out of or in consequence of the execution of thisContract, to the extent that the same results from any act or neglect of theIndemnifying Party or its officers, employees, agents or subcontractors, to theextent the Indemnified Party is liable under applicable law, and against alldemands, costs, charges and expenses (including attorneys fees) arising inconnection therewith.

 

*21.2**        Concurrent Negligence*

* *

If damage or injury is caused by the joint orconcurrent negligence of the parties, their officers, employees, agents, orsubcontractors, the Parties shall bear the loss in proportion to their or theirofficers’, employees’, agents’ or subcontractors’ degree of negligence.

 

*21.3**        Notice*

* *

The indemnities provided in this Article shallapply only if the Indemnified Party provides the Indemnifying Party timelynotice of any claim and provides the Indemnifying Party all necessaryinformation and assistance so that the Indemnifying Party may, at its option,defend or settle the claim.

 

*21.4**        “Third Parties” Defined*

* *

“Third Parties” under this Article donot include the Parties, their affiliates, agents, successors or assigns, orany entity with an equity or security interest in any Party, or its assets orproperty.

 

# **Article 22**             Insurance

# ** **

*22.1**        Worker’s Compensation,General Liability and Automobile Insurance*

* *

During the term of this Contract, each Partyshall maintain the following insurance coverage at its own expense to protectits own interests:

 

### (a.)          Duringthe term of this Contract, both Parties shall maintain Insurance for Injuriesto Workers for work-related injuries or disease of their own employees in suchforms and amounts as may be required by Laws that are applicable to each Partyand its employees;

 

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### (b.)          Employer’s Liability inan amount not less that U.S. Dollars One Million ($1,000,000).  Such coverage may be written as part ofWorker’s Compensation or Commercial General Liability as applicable;

###  

### (c.)          Commercial GeneralLiability or Public Liability Insurance, in broad form, either per occurrenceor effective for at least three years after the expiration of this Contract,that includes coverage for contractual liability, bodily injury and third partyproperty damage, with a combined single limit of not less than U.S. $1,000,000per occurrence and U.S. $3,000,000 in the aggregate annually, for primary andexcess policies combined; and

###  

### (d.)          Automobile LiabilityInsurance covering all owned, non-owned, and hired automobiles used by it inconnection with the Work, if any, with a combined single limit of not less thanU.S. $1,000,000 per occurrence, for primary and excess policies combined.

###  

Each of the foregoing insurancepolicies shall not be cancelled or materially changed without thirty (30) Days’advance written notice to the other Party or, in the case of non-payment, ten (10) Days’advance written notice.  Upon request,each Party shall deliver to the other Party certificates of insurance showingthat the foregoing insurance is in full force and effect.

 

Notwithstanding any of theprovisions of this Section 22.1, the requirement for Buyer to maintainthese policies shall begin no later than thirty (30) Days after the EffectiveDate of this Contract.

 

*22.2**        ARBR/CAR Insurance.*

* *

The Buyer shall provide, to protect theinterests of the Buyer and the Seller, either Contractor’s All Risk Insuranceor All Risk Builder’s Risk Insurance (CAR/ARBR). The CAR/ARBR policy shall at aminimum meet the following requirements:  (i) the Buyer shall provide the Seller with a copy of the policywhich includes a detailed summary of insurance at least thirty (30) Days priorto the scheduled start of any Services;  (ii) thepolicy shall be in effect from the planned start of any on-Site activitythrough the completion of the facility and the end of the Seller’s obligationsand be non-cancelable by the Buyer and by the insurer;  (iii) the policy shall include as namedinsureds the Buyer, the Seller,  and asadditional insureds Seller, any additional parties to the Contract and, anyaffiliate of any party to the Contract that is performing work in connectionwith the Contract, and as additional insureds, all subcontractors (regardlessof tier) and assignees of any party to the Contract, and the policy shall alsoinclude a waiver of subrogation in favor of all insureds;  (iv)  the policy shall cover all risksof physical loss or damage to the facility, including mechanical and electricalbreakdown, in the course of construction, start-up, testing and commissioning,including materials, equipment and furnishings, up to the value of the facilityat full completion, except for customary exclusions;  (v) the CAR/ARBR policy shall be subjectto review and acceptance by the Seller;  (vi)  the policy shall include extended maintenance coveragethrough the end of the Warranty Period, as required; (vii)  the minimumdesign/defects coverage shall equal LEG 2 or DE 4; (viii) the insurersshall be reasonably acceptable to the Seller, rated at least A-VII by the AMBest Insurance Report or rated at similar levels by other internationallyrecognized insurance rating 

 

29

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experts; and (ix) the policy shall beprovided by responsible insurers properly authorized to provide insurance inthe jurisdiction(s) where the work will be performed.

 

*22.3**        All Risk PropertyInsurance*

* *

At the time each Unit will becomeoperational, Buyer/Owner shall maintain “All Risks” Property Insuranceon existing property/facility/plant.  The policy shall cover “all risks” of physical loss or damage includingcoverage for boiler and machinery (electrical and mechanicalbreakdown), in an amount equal to the replacement value of the relevantproperty. Buyer/Owner and its insurers, for these property insurances,including any business interruption, shall waive right of subrogation againstSeller its Affiliates, and its Subcontractor and Suppliers.

 

*22.4**        Failure to MaintainInsurance*

* *

If at any time either Party fails to maintaininsurance complying with the requirements of this Article in full force andeffect, the Party at fault shall be responsible for any resulting losses orcosts sustained by the other Party and shall hold the other Party harmless fromactions brought against the other Party as the result of the absence of the atfault Party’s required insurance.

 

*22.5**        Buyer’s Risks*

* *

In no event shall the Seller be responsiblefor Buyer’s Risks after Delivery.  “Buyer’sRisks” include damage and losses due to war, hostilities, terrorism, rebellion,revolution, civil disturbance, nuclear radiation or similar occurrences; actsor omissions of the Buyer; and natural perils (such as flood or earthquake) orother perils to the extent that the peril is excluded from the ARBR/CAR policycoverage or the loss is in excess of the policy limits.

 

# **Article 23**             Suspension

# ** **

*23.1**        Suspension by Buyer ofWork at Site*

* *

The Buyer shall have the right, at any time,to suspend Work at the Site upon written notice to the Seller.  Any cost incurred by the Seller in accordancewith any such suspension (including storage costs) shall be payable by theBuyer upon submission of the Seller’s invoice(s); provided, however, that Buyershall have no obligation to reimburse Seller for any such costs if Seller’sfailure to perform its obligations pursuant to this Contract was the cause ofBuyer’s suspension of the Work. Performance of the Seller’s obligations shall be extended for a periodof time reasonably necessary to overcome the effects of such suspension exceptif such suspension was the result of Seller’s failure to perform any of itsobligations hereunder.

 

*23.2**        Suspension by Buyer ofManufacturing*

* *

It is expressly agreed that the Buyer shallhave no right to suspend Seller’s manufacture of the Equipment, provided,however Buyer shall maintain the right to terminate this Contract forconvenience pursuant to Article 24 or for Seller’s default pursuant to Section 25.1.

 

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*23.3**        Suspension by Seller*

* *

Subject to the provisions of the DirectAgreement, the Seller shall have the right to suspend all Work, including thedelivery of any Equipment, immediately upon the failure of the Buyer to makeany payment when due.  The Seller shallfurther have the right to suspend any shipment of the Equipment if all paymentsdue prior to the applicable Scheduled Delivery Date have not been made.  Any cost incurred by the Seller in accordancewith any such suspension (including storage costs) shall be payable by theBuyer upon submission of the Seller’s invoice(s).  Performance of the Seller’s obligations shallbe extended for a period of time reasonably necessary to overcome the effectsof such suspension.

 

# **Article 24**             Termination by Buyerfor Convenience

# ** **

The Buyer shall have the right to terminate this Contract for itsconvenience with respect to any or all Units until title to such Units haspassed to the Buyer or such Units have been delivered to the Buyer inaccordance with Article 8.2, whichever shall first occur.  Such termination shall be effective upon thelater of receipt by the Seller of written notice of termination or receipt bythe Seller of termination charges in accordance with the Termination Schedulein Attachment 12.

 

If this Contract is partially or completelyterminated for the convenience of the Buyer pursuant to this Article 24,the Seller shall retain title to each terminated Unit.  Title to each item of Equipment comprisingthe non-terminated Units shall pass to the Buyer upon the later of:

 

### (a.)          payment to the Seller of100% of the Unit Price of each non-terminated Unit in accordance withAttachment 9 and of the termination charges for the terminated Units(s) calculatedin accordance with Attachment 12; and

###  

### (b.)          when title to such itemof Equipment would otherwise have passed pursuant to this Article.

###  

If Buyer’s payment of the termination chargesoccurs after Seller receives Buyer’s termination notice, Seller shall have theright to suspend performance upon receipt of the termination notice and awaitthe payment of termination charges without penalty to Seller.

 

# **Article 25**             Termination for Cause

# ** **

*25.1**        Grounds for Terminationby Buyer*

* *

The Buyer shall have the right to terminatethis Contract for cause in the event that either of the Sellers or theGuarantor:

 

### (a.)          becomes insolvent, makesan assignment for the benefit of its creditors, has a receiver or trusteeappointed for the benefit of its creditors, or files for protection fromcreditors under any bankruptcy or insolvency laws;

###  

### (b.)          breaches or fails tocomply or perform any of its material obligations hereunder (but solely with respectto a material obligation for which this Contract does not provide exclusiveremedies), provided:

 

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#### (i)            thatthe Buyer shall first have provided the Seller with written notice of thenature of such breach or failure and of the Buyer’s intention to terminate thisContract as a result of such breach or failure; and

####  

#### (ii)           thatthe Seller shall have failed within thirty (30) Days after receipt of suchnotice to correct such breach or failure; provided, however, if such breachcannot be cured within such thirty (30) Day period, despite Seller’s diligenceand good faith efforts to do so, then Seller shall be afforded an additionalperiod of not more than sixty (60) Days to cure such breach;

####  

### (c.)          breaches or fails toperform in accordance with the Guarantee; or

###  

### (d.)          (i) with respect toa material obligation for which this Contract provides an exclusive monetaryremedy, fails to make payment timely; (ii) with respect to a materialobligation for which this Contract provides a Must Meet Remedy, fails tocomplete such remedy within ninety (90) Days of notice of such failure fromBuyer; or (iii) with respect to Seller’s failure to Deliver any Unit bythe Scheduled Delivery Date, and notwithstanding any payment by Seller ofliquidated damages, fails to Deliver such Unit within one-hundred (100) Daysafter such Scheduled Delivery Date.

###  

Notwithstanding any other provision in this Section 25.1,Seller shall have no cure period for those requirements in Article 36(a) exceptas set forth therein.

 

*25.2**        Remedy in the Event ofTermination by Buyer*

* *

If the Buyer terminates this Contract asprovided above, the Buyer shall only be obligated to pay the Seller for thatportion of the Contract Price allocable to the Equipment for which title hastransferred to Buyer or for Services performed by Seller prior to thetermination (the “Terminated Work”).  Ifthe payments received by the Seller as of the date of such termination are inexcess of such portion of the Contract Price, the Seller shall promptly returnthe excess of such payments to the Buyer. The Seller shall also pay to Buyer an amount equal to the differencebetween that portion of the Contract Price allocable to the terminated Work andsuch actual and reasonable amount paid or to be paid by the Buyer to anothervendor for equipment and services comparable to that which Seller was obligatedto deliver or provide as well as Buyer’s actual documented direct damagesassociated with the EPC Contractor. Nothing in this Section 25.2 is inconsistent with Section 26.2.

 

*25.3**        Grounds for Terminationby Seller*

* *

Subject to the terms of the Direct Agreement,the Seller shall have the right to terminate this Contract for cause in theevent that the Buyer:

 

### (a.)          becomes insolvent, makesan assignment for the benefit of its creditors, has a receiver or trusteeappointed for the benefit of its creditors, or files for protection fromcreditors under any bankruptcy or insolvency laws; or

 

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### (b.)          substantially breachesor fails to comply or perform its material obligations hereunder, including abreach or failure to comply with Article 31 of this Contract, or fails tomake any payment when due, including any payment security, as set forth in thisContract,  provided:

###  

#### (i)            thatthe Seller shall first have provided the Buyer with written notice of thenature of such failure and of the Seller’s intention to terminate this Contractas a result of such failure, and

####  

#### (ii)           thatthe Buyer shall have failed within thirty (30) Days after receipt of suchnotice to correct such breach or failure; provided, however, if such breachcannot be cured within such thirty (30) day period, despite Buyer’s diligenceand good faith efforts to do so, then Buyer shall be afforded an additionalperiod of not more than sixty (60) Days to cure such breach.

####  

In the event that Buyer suspends work at Sitepursuant to the Article 23 of this Contract for a continuous period oftwelve (12) months other than as a result of a Force Majeure Event, then Sellershall have the right to terminate it’s obligations with respect to theprovision of Services and post Delivery obligations.

 

Notwithstanding any other provision in this Section 25.3,Buyer shall have no cure period with respect to the timely provision of theComfort Letter, the BPZ Resources, Inc. Guaranty, or the Standby Letter ofCredit as required by Section 6.2, except as set forth therein.

 

*25.4**        Remedy in the Event ofTermination by Seller*

* *

If the Sellerterminates this Contract as provided above, the Buyer shall pay to the Sellerthe charges set forth in the Termination Schedule.  Termination charges paid in accordance tothis provision shall not be deemed a consequential damage pursuant to Article 26.2.

 

# **Article 26**             Limitation ofLiability

# ** **

*26.1**        Limitation*

* *

The total liability of the Seller for allclaims arising out of or relating to the performance or breach of this Contractor use of any Equipment shall not exceed an amount equal to 100% of theContract; provided, however, that the Parties agree that this limitation shallexclude any loss, liability or damage arising from or due to, gross negligence,or willful misconduct of Seller or any of its Subcontractors or Suppliers,Seller’s obligation to achieve the Minimum Performance Guarantees and thePerformance Guarantees for noise and emissions, and liabilities for whichSeller has provided any indemnity to Buyer under this Contract.

 

*26.2**        Consequential Damages*

* *

Neither party shall be liable for loss ofprofit or revenues, loss of product, loss of use of the Work or any associatedequipment, interruption of business, cost of capital, cost of replacementequipment, downtime costs, increased operating costs, claims of the Buyer’scustomers for such damages, or for any special, consequential, incidental,indirect, punitive or exemplary damages.

 

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*26.3**                        Sale,Transfer, Assignment to Third Party*

* *

If the Buyer is supplying, transferring orassigning the Work to a third party, the Buyer shall require the third party toagree to be bound by this Article.  Ifthe Buyer does not obtain this agreement for the Seller’s benefit, or if theagreement is found void or unenforceable, the Buyer shall indemnify, defend andhold the Seller harmless from and against any and all liability arising out ofclaims made by the third party in excess of the limitations and exclusions ofthis Article.

** **

*26.4**                        GratuitousAdvice*

* *

The Seller shall not be liable for any adviceor assistance that is not provided within the scope of the Work or otherwiseunder this Contract.

 

*26.5**                        Limitationsto Prevail*

* *

The limitations and exclusions in this Article shallapply regardless whether a claim is based in contract (including warranty),tort (including negligence or strict liability), statute, equity or any otherextra-contractual theory.  The Partiesagree that the amount of liquidated damages set forth in this Contract arereasonable in light of the anticipated harm caused by the breach of dutyrelated thereto and the difficulties of proof of loss and inconvenience ornon-feasibility of obtaining any adequate remedy and the Parties are stoppedfrom contesting the validity or enforceability of such liquidated damages.

 

*26.6**                        Limitationof Remedies; Overriding Effect*

* *

The Buyer’s and the Seller’s rights,obligations and remedies arising out of or relating to the Work are limited tothose rights, obligations and remedies described in this Contract.  This Article shall prevail over anyconflicting or inconsistent terms in this Contract, unless those terms furtherrestrict the Seller’s liability.

 

*26.7**                        Obligationto Mitigate*

* *

Each Party shall exercise reasonable effortsto mitigate or limit its losses or damage in the event of a breach or defaultby the other Party under or in connection with this Contract.

 

# **Article 27**                                        ProprietaryInformation

# ** **

*27.1**                        InformationSubject to Restriction*

* *

In connection with this Contract, the Sellerand the Buyer (as to information disclosed, the “Disclosing Party”) may eachprovide the other party (as to information received, the “Receiving Party”)with “Confidential Information.”  “ConfidentialInformation” means:

 

### (a.)                               allpricing for the Work;

###  

### (b.)                              allterms of this Contract;

 

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### (c.)                               allinformation that is designated in writing as “confidential” or “proprietary” bythe Disclosing Party at the time of written disclosure; and

###  

### (d.)                              allinformation that is orally designated as “confidential” or “proprietary” by theDisclosing Party at the time of oral disclosure and is confirmed to be “confidential”or “proprietary” in writing within ten (10) Days after oral disclosure.

###  

The obligations of this Article shallnot apply as to any portion of the Confidential Information that:

 

### (a.)                               isor becomes generally available to the public other than from disclosure by theReceiving Party, its representatives or its affiliates;

###  

### (b.)                              isor becomes available to the Receiving Party or its representatives oraffiliates on a non-confidential basis from a source other than the DisclosingParty when the source is not, to the best of the Receiving Party’s knowledge,subject to a confidentiality obligation to the Disclosing Party;

###  

### (c.)                               isindependently developed by the Receiving Party, its representatives oraffiliates, without reference to Confidential Information;

###  

### (d.)                              isrequired to be disclosed by law, a valid legal process or a government agency;or

###  

### (e.)                               isapproved for disclosure in writing by an authorized representative of theDisclosing Party.

###  

*27.2**                        Obligationsof Receiving Party*

* *

The Receiving Party agrees:

 

### (a.)                               touse the Confidential Information only in connection with this Contract andpermitted use(s) and maintenance of the Work, and in the case of Buyer, inconnection with the ownership, development, financing, construction, operation,maintenance, expansion, repair, or replacement of the Project (collectively,the “Permitted Uses”); provided however, that this does not give Buyer theright to infringe any of Seller’s patents for the purpose of repair andreplacement;

###  

### (b.)                              totake reasonable measures to prevent disclosure of the Confidential Information,except to its employees, agents, consultants, contractors, attorneys or theLenders (and their consultants and attorneys) in connection with the PermittedUses; and

###  

### (c.)                               notto disclose the Confidential Information to a competitor to the DisclosingParty, and in the case of the Seller a competitor is defined as those companieswho manufacture or sell, directly or indirectly, new power generationequipment.

 

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The Receiving Party shall obtain a writtencommitment from any recipient of Confidential Information (other than a Party’sor Lender’s attorneys) not to disclose any Confidential Information except aspermitted herein.  The Receiving Partyshall destroy or return all copies of Confidential Information to theDisclosing Party upon request, except to the extent that this Contract entitlesthe Receiving Party or envisions a need for Receiving Party or any otherrecipient to retain the Confidential Information.  The Seller may also retain one copy of theBuyer’s Confidential Information until all Seller’s potential liability underthis Contract terminates.  Theobligations under this Article 27 shall expire on the latest of three (3) yearsfrom the date of disclosure of the Confidential Information, or termination ofthis Contract or such longer period as Seller or Buyer is required by Law tohold any documents relating to the Project. This Article supersedes any previously executed confidentialityagreement, if any,  executed in relationto the subject matter of this Contract.  Therestrictions contained in this Section 27.2 do not apply to any disclosureby Buyer to the Lenders (and their consultants and attorneys) which disclosuremay be made upon notice and requirement of confidentiality.

 

*27.3**                        DisclosurePursuant to Legal Process*

* *

If either Party or any of its affiliates orrepresentatives is required by law, legal process or a government agency todisclose any Confidential Information, that Party agrees to provide theDisclosing Party with prompt written notice to permit the Disclosing Party toseek an appropriate protective order or agency decision or to waive complianceby the Receiving Party with the provisions of this Article.  If efforts to secure confidential treatmentare unsuccessful, the Disclosing Party may, if permitted by law, revise theConfidential Information to make it nonproprietary or to minimize the loss ofits proprietary value.  Notwithstandingthe foregoing, to the extent required by the federal securities laws, a Partyor any of its Affiliates or representatives may make any required disclosure ofConfidential Information and shall provide notice of such disclosure to theDisclosing Party.

 

*27.4**                        IntellectualProperty*

* *

Nothing in this Article grants theReceiving Party any license under any invention, patent, trademark or copyrightnow or later owned or controlled by the Disclosing Party.

 

*27.5**                        Disclosureby Buyer*

* *

The Buyer shall not disclose ConfidentialInformation to the Seller unless it is required to do so to enable the Sellerto perform Work under this Contract.  Ifthe Buyer does disclose Confidential Information, the Buyer warrants that ithas the right to disclose the information, and the Buyer shall indemnify andhold the Seller harmless against any claims or damages resulting from the Buyer’simproper disclosure.

 

# **Article 28**                                        SoftwareLicense

# ** **

*28.1**                       *Grantof License

* *

Only to the extent necessary touse the Equipment supplied by the Seller, for the purposes for which suchEquipment is supplied, the Seller grants to the Buyer a non-exclusive right touse software, firmware, programs and any other technology necessary to operateand use the 

 

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Equipment delivered to the Buyerby Seller. This right shall be non-assignable (except as for any collateral assignmentto Lenders or their agent for which no consent by Seller shall be required) andnon-transferrable by the Buyer (except for sub-licenses to any subsequentpurchaser of the Equipment) and shall apply and be irrevocable with respect toeach unit of Equipment purchased under this Contract and paid for in full bythe Buyer.

 

*28.2**                        Third-PartySoftware*

* *

Certain software the Seller provides to the Buyer may containthird-party software, including but not limited to “open source” software,which may be provided with a separate end-user agreement. Use of suchthird-party software and its source code shall be governed by this Contract andsuch end-user license agreements. To the extent there is any conflict betweenthe terms of this Contract and the applicable end-user license agreement, theend-user license agreement shall prevail. If requested by the Seller at any time, the Buyer shall execute a copyof the applicable end-user license agreement.

 

*28.3**                       *Limitations

* *

Unless otherwise agreed to by the Seller, the Buyer has only the rightto install and use a single copy of the software for each unit of associatedEquipment.  The Buyer may make one copy of the software for backup purposes only, inmachine-readable form.  The Buyerhas no right to (i) disassemble, decompile,reverse engineer, or otherwise attempt to reconstruct or discover the sourcecode of the software or third-party software; (ii) remove any product identification, copyright,trademark, or other notice from the software; (iii) modify, adapt or translatethe software.

 

# **Article 29**                                        PersonalData Protection

# ** **

“Personal Data” is any information relatingto an identified or identifiable natural person (“Data Subject”).  The Buyer and the Seller each agree that anyPersonal Data obtained from the other party will be deemed “ConfidentialInformation” of the other party as defined in this Contract whether or not thePersonal Data is publicly available.  TheBuyer and the Seller shall provide security for the Personal Data they receivefrom each other and limit its disclosure and use.   The Buyer and the Seller each represent thatin providing Personal Data to one another they will comply with all applicablelaws and regulations, including but not limited to providing notices to orobtaining consents from the Data Subjects when required.

 

# **Article 30**                                        ExportControl

# ** **

*30.1**                        ExportControls*

* *

The Buyer hereby agrees that it shall not,except as said laws and regulations may expressly permit, make any dispositionby way of transshipment, re-export, diversion or otherwise, of U.S. origingoods and technical data (including computer software), or the direct productthereof, supplied by the Seller hereunder. The obligations of the Parties to comply with all applicable exportcontrol laws and regulations shall survive any termination, or discharge of anyother contract obligations.

 

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*30.2**                        Buyerto Keep Informed*

* *

The Buyer undertakes to keep itself fullyinformed of, and to comply with, the export control laws and regulations of theUnited States of America and any amendments thereof.

 

*30.3**                        Weapons*

* *

The Buyer hereby certifies that the Work,technical data, software or other information or assistance furnished by theSeller or its Affiliates under this Contract will not be used in the design,development, production, stockpiling or use of chemical, biological, or nuclearweapons either by the Buyer or by any entity acting on the Buyer’s behalf.

 

# **Article 31**                                        Assignmentand Change in Control

# ** **

*31.1**                       **Consent Required*

 

It is expressly understood and agreed thatthis Agreement is personal to Seller and Buyer, and that Seller and Buyer shallhave no right, power or authority to assign this Contract or any portionthereof, either voluntarily or involuntarily, or by operation of law.  Any purported assignment not in accordancewith this Article shall be void and without effect.  Notwithstanding the foregoing, it is agreedby the Parties that Buyer may, (without Seller’s consent):

 

### (a.)                               assignthis Contract or any of its rights or obligations under this Contract to anAffiliate upon written notice to Seller;

###  

### (b.)                              presentlyor collaterally assign this Contract or any or all of its rights or obligationsunder this Agreement to the Lenders; and/or

###  

### (c.)                               assignthis Contract or any or all of its rights and obligations under this Contractto the EPC Contractor, provided that the EPC Contractor offers Buyersatisfactory evidence of its ability (both financial and otherwise) to fulfillthe obligations of Buyer hereunder; provided that the Seller would not bepenalized or become subject to additional requirements under any Law as aresult of such assignment.

###  

Any such assignment shall not constitute anovation.

 

*31.2**                        Seller’sRight to Assign*

* *

Notwithstanding the provisions of Section 31.1,the Seller may assign this Contract or any of its rights or obligations underthis Contract to any Affiliate upon written notice of such assignment.  In the event of such assignment, the Seller’sassignee will be responsible for the assigned Work and will invoice directly toand collect payments directly from the Buyer; provided, however, suchassignment shall not constitute a novation, and the guarantee provided pursuantto Article 36(a) shall survive and remain in full force and effectafter any such assignment.

 

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*31.3**                        Successorsand Assigns*

* *

All of the rights, benefits, duties,liabilities and obligations of the Parties hereto shall inure to the benefit ofand be binding upon their respective successors and permitted assigns.

 

*31.4**                        Changein Control of Buyer*

* *

Prior to any Change in Control of Buyer, theBuyer shall notify the Seller of such prospective Change in Control no lessthan thirty (30) Days prior to the Change of Control event. If the Sellerreasonably believes that a Change in Control of Buyer may prejudice the Seller’sability to obtain payment under this Contract, the Buyer shall furnish, withinthirty (30) Days of Seller’s written request, such additional security as theSeller shall reasonably require; provided, however, that Buyer shall not beobligated to furnish such additional security if it presents to Seller, withinfifteen (15) Days of delivery of the Seller’s written request for additionalsecurity, reasonably satisfactory evidence of Buyer’s continued financialcapability to meet its payment obligations.

 

# **Article 32**                                        DisputeResolution

# ** **

*32.1**                        Referralto Senior Management*

* *

Any and all controversies, disputes ordifferences between the Parties to this Contract, if not amicably settled bythe Parties with thirty (30) Days following written notice of dispute, shall bereferred to senior management of the Parties for resolution.  In the event the dispute has not beenresolved within forty-five (45) Days following referral to senior management,or such longer period as the Parties may mutually agree, then either Party may,upon ten (10) Days notice to the other party, pursue their remedies atlaw.

 

*32.2**                        Venue*

* *

Any legal action or proceeding with respectto this Contract shall be brought in the United States District Court for theSouthern District of New York or, if such court lacks jurisdiction, in theSupreme Court of the State of New York in New York County.  Each of the Parties hereby accepts andconsents to, generally and unconditionally, the jurisdiction of the aforesaidcourts and appellate courts from any appeal thereof.  Each of the Parties irrevocably consents tothe service of process out of any of the aforementioned courts in any suchaction or proceeding by the mailing of copies thereof by registered orcertified mail, postage prepaid, to such Party at the address first set forthin the this Contract.  Each of theParties hereby irrevocably waives any objection which it may now or hereafterhave to the laying of venue of any of the aforesaid actions or proceedingsarising out of or in connection with this Contract brought in the courtsreferred to above and hereby further irrevocably waives and agrees not to pleador claim in any such court that any such action or proceeding brought in anysuch court has been brought in an inconvenient forum.

 

*32.3**                        EquitableRemedies*

* *

Nothing in this Article 32 or otherwisein this Contract shall preclude any Party from seeking equitable relief in theUnited States District Court for the Southern District of New York or, if 

 

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such court lacks jurisdiction, in the SupremeCourt of the State of New York in New York County.  The Parties agree and stipulate that a Partyshall be entitled to seek equitable relief without posting of a bond or othersecurity except that if the posting of a bond is a prerequisite to obtainingequitable relief, then a bond in an amount equal to U.S. $1,000 shall besufficient.

 

# **Article 33**                                        GoverningLaw

# ** **

This Contract, including but not limited to,the validity, performance and all matters relating to the interpretation andeffect of this Contract and all further documents executed pursuant to it,shall be construed and interpreted in accordance with the laws of the State ofNew York, excluding their conflict of law rules, provided that any provision ofsuch law invalidating any provision of this Contract or modifying the intent ofthe Parties as expressed in the terms of this Contract shall not apply.

 

# **Article 34**                                        DirectAgreements

# ** **

If requested by any of the Lenders, directagreements shall be entered into between the Lender’s security trustee or agentand Seller and Lender’s security trustee or agent and the General ElectricCompany, as guarantor, within thirty (30) Days of a request by Owner to do so,on terms to be provided by the Lenders (the “Direct Agreement”), which includeterms acknowledging the Lenders’ and agent’s or the security trustee’s securityinterests and step-in rights, providing for payment of amounts payable underthis Contract directly to the agent or security trustee, and providing thatSeller’s rights to suspend work or terminate the Contract are subject to theLenders’ and security trustee’s or agent’s cure rights.  The Parties agree that any such DirectAgreement shall not (i) increase Seller’s liability for liquidated damagesor other damages, (ii) remove any exclusion or limitation of Seller’sliability, (iii) modify the Schedule Delivery Dates in such a way that theSeller will have less time to perform its obligations under this Agreement, (iv) modifythe scope of Work, or (v) reduce the Contract Price.

 

# **Article 35**                                        EffectiveDate

# ** **

This Contract shall become effective when itis signed by both Parties (the “Effective Date”), however, the Seller shall notbe required to commence any Work associated with, connected to, or arisingfrom, directly or indirectly, the Equipment or Services, until the Sellerreceives the Down Payment.  Further, ifthe Down Payment is not timely received in accordance with the terms of thisContract (the “Delayed NTP”), in addition to Seller’s right to terminate under Article 25,the Seller shall have the right to adjust the Scheduled Delivery Date by one (1) Day(s) foreach Day after the Delayed NTP and it may result in an equitable price adjustment.

 

# **Article 36**                                        SellerPerformance Security

# ** **

###### (a)                                  Withinten (10) Days of Buyer’s payment of the Down Payment, Seller shall deliverto Buyer an unconditional and irrevocable guarantee in the form and substanceof Attachment 14 provided by General Electric Company, which has a long-termbond credit rating of AAA from Standard & Poor’s (“S&P”) and Aaafrom Moody’s Investors Service (“Moody’s”). Such guarantee shall guarantee all of Seller’s obligations under theContract.

 

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(b)                                 Atthe time that Seller delivers the first Notice of Readiness to Ship, it shallprovide a performance surety bond to Buyer in the form and substance reasonablyacceptable to Buyer as additional security for the performance of Sellers’obligations related to performance testing and those to be performed during theWarranty Period.  Such performance suretybond shall be issued by an insurer A.M. Best rated B++ at a minimum andshall be in the amount of five percent (5%) of the Contract Price.  The performance surety bond shall remain inplace until the later of the Warranty Period or all warranty claims have beenfinally resolved.

 

# **Article 37**                                        EntireAgreement

# ** **

This Contract represents the entire agreementbetween the Parties and supersedes in its entirety all prior agreementsconcerning the subject matter hereof, and no modification, amendment, revision,waiver, or other change shall be binding on either Party unless consented to inwriting by the Party’s authorized representative.  Any oral or written representation, warranty,course of dealing, or trade usage not contained or referenced herein shall notbe binding on either Party.  Each Partyagrees that it has not relied on, or been induced by, any representations ofthe other Party not contained in this Contract.

 

# **Article 38**                                        Representations

# ** **

*38.1**                        SellerRepresentations*

* *

Eachof the Sellers represent to Buyer that:

 

### (a.)                               Organization

###  

GEPPI is a corporation dulyorganized, validly existing and in good standing under the laws of the state ofDelaware, has the lawful power to engage in the business it presently conducts,and is duly licensed or qualified and in good standing in each jurisdictionwherein the nature of the business transacted by it makes such licensing orqualification necessary.

 

GEII is a general partnershipduly organized, validly existing and in good standing under the laws of theRepublic of Peru, has the lawful power to engage in the business it presentlyconducts, and is duly licensed or qualified and in good standing in eachjurisdiction wherein the nature of the business transacted by it makes suchlicensing or qualification necessary.

 

### (b.)                              Powerand Authority

###  

Seller has the authority toexecute and carry out this Contract and to perform its obligations hereunderand all such actions have been duly authorized by all necessary corporateaction on its part.

 

### (c.)                               No Conflict

 

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The execution, delivery andperformance of this Contract will not conflict with, result in the breach of,constitute a default under or accelerate performance required by any of theterms of the articles of incorporation or the code of regulations of Seller orany material covenant, agreement, understanding, decree, indenture, instrumentor order to which Seller is a party or by which Seller or any of its propertiesor assets is bound or affected.

 

### (d.)                              Validity and Binding Effect

###  

This Contract has been duly andvalidly executed and delivered by Seller. This Contract constitutes a legal, valid and binding obligation ofSeller, enforceable in accordance with its terms, except to the extent that itsenforceability may be limited by bankruptcy, insolvency, reorganization,moratorium or other similar law affecting the rights of creditors generally or by general principles of equity.

 

*38.2**                        BuyerRepresentations*

* *

Buyer represents to Seller that:

 

### (a.)                               Organization

###  

Buyer is a partnership dulyformed, validly existing and in good standing under the laws of the Republic ofPeru, has the lawful power to engage in the business it presently conducts andcontemplates conducting, and is duly licensed or qualified and in good standingin each jurisdiction wherein the nature of the business transacted by it makessuch licensing or qualification necessary.

 

### (b.)                              Power and Authority

###  

Buyer has the authority toexecute and carry out this Contract and to perform its obligations hereunderand all such actions have been duly authorized by all necessary partnershipaction on its part.

 

### (c.)                               No Conflict

###  

The execution, delivery andperformance of this Contract will not conflict with, result in the breach of,constitute a default under or accelerate performance required by any of theterms of the Constitucion de Sociedad Comercial de Responsabilidad Limitadadenominada Empresa Electrica Nueva Esperanza S.R.L. or the code of regulationsof Buyer or any material covenant, agreement, understanding, decree, indenture,instrument or order to which Buyer is a party or by which Buyer or any of itsproperties or assets is bound or affected.

 

### (d.)                              Validity and Binding Effect

 

This Contract has been duly andvalidly executed and delivered by Buyer. This Contract constitutes a legal, valid and binding obligation ofBuyer, enforceable in accordance with its terms, except to the extent that itsenforceability may be limited by bankruptcy, 

 

42

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insolvency, reorganization,moratorium or other similar law affecting the rights of creditors generally orby general principles of equity.

 

# **Article 39**                                        MiscellaneousProvisions

# ** **

*39.1**                        Third-PartyBeneficiaries*

* *

Except as provided in Article 26entitled “Limitation of Liability”, these provisions are for the benefit of theParties hereto (and the Lender’s where applicable) and not for any other thirdparty.

 

*39.2**                        Survival*

* *

All provisions or obligations contained inthis Contract which by their nature or effect are required or intended to beobserved, kept or performed after termination or expiration of this Contractshall survive and remain binding upon and for the benefit of the Parties,including, the Articles with the following titles, which shall survivetermination of this Contract:  Taxes,Warranty, Patents, General Indemnity, Limitation of Liability, Proprietary Information,Dispute Resolution, Governing Law, Software License, Personal Data Protection,Export Control, Entire Agreement and Miscellaneous Provisions.

 

*39.3**                        Non-Waiver*

* *

Waiver by either Party of any right under this Contract shall not bedeemed a waiver by such Party of any other right hereunder.

 

*39.4**                        Invalidity*

* *

The invalidity in whole or in part of anypart of this Contract shall not affect the validity of the remainder of thisContract.

 

*39.5**                        NoNuclear Use*

* *

The Equipment and Services sold hereunder arenot intended for application (and shall not be used) in connection with anynuclear installation or activity and Buyer warrants that it shall not use theEquipment and Services for such purposes, or permit others to use or permitothers to use the Equipment or Services for any such purposes.  If, in breach of the foregoing, any such useoccurs, Seller shall have no liability for any nuclear or other damage, injuryor contamination, and Buyer shall indemnify Seller, its Affiliates andsuppliers of every type and tier against any such liability, whether arising asa result of breach of contract, warranty, indemnity, tort (includingnegligence), strict liability or otherwise.

* *

*39.6**                        Counterparts*

* *

This Contract may be signed in any number ofcounterparts, each of which shall constitute one and the same instrument.

 

43

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**IN WITNESS WHEREOF**

** **

The Parties have caused this document to beexecuted by their authorized representatives as of the Effective Date

 

 
| **SELLER**                        | ** ** | **BUYER**               |
|-----------------------------------|------------|-------------------------|
| ** **                        | ** ** | ** **              |
| GE PACKAGED POWER, INC.           |       | EMPRESA ELECTRICA NUEVA |
|                              |       | ESPERANZA S.R.L.        |
|                              |       |                    |
|                              |       |                    |
| By: Lee Johnson                   |       | By:                     |
|                              |       |                    |
| /s/ Lee Johnson                   |       | /s/ Rafael Zoeger       |
| (Signature)                       |       | (Signature)             |
|                              |       |                    |
| Lee Johnson                       |       | Rafael Zoeger           |
| (Printed Name)                    |       | (Printed Name)          |
|                              |       |                    |
|                              |       |                    |
| Sales Leader—Southern Region |       | General Manager         |
| (Title)                           |       | (Title)                 |
|                              |       |                    |
|                              |       |                    |
| September 26, 2008                |       | September 26, 2008      |
| (Date)                            |       | (Date)                  |

 

44

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| **SELLER**                      | ** ** | **SELLER**                      |
|---------------------------------|------------|---------------------------------|
| ** **                      | ** ** | ** **                      |
| GE INTERNATIONAL, INC. SUCURSAL |       | GE INTERNATIONAL, INC. SUCURSAL |
| DE PERU                         |       | DE PERU                         |
|                            |       |                            |
|                            |       |                            |
| By:                             |       | By:                             |
|                            |       |                            |
| /s/ Pedro Weiss Barker          |       | /s/ Otilia Longaray Castro      |
| (Signature)                     |       | (Signature)                     |
|                            |       |                            |
| Pedro Weiss Barker              |       | Otilia Longaray Castro          |
| (Printed Name)                  |       | (Printed Name)                  |
|                            |       |                            |
|                            |       |                            |
| National Executive              |       | Finance Manager                 |
| (Title)                         |       | (Title)                         |
|                            |       |                            |
|                            |       |                            |
| September 26, 2008              |       | September 26, 2008              |
| (Date)                          |       | (Date)                          |

 

45

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**Attachment 1 -Equipment Scope of Supply**

 

46

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**Basic Scope Description**

** **

**Turbine**

** **

General Electricgas turbine model LM6000 is a two-shaft/two-spool engine consisting of afive-stage low pressure compressor, a fourteen-stage high pressure compressor,a two-stage high pressure turbine, and a five-stage low pressure turbine.  The engine is equipped with a stainless steelmesh screen in the inlet air stream for “last chance” protection againstforeign object damage.  The engine isshock mounted and shipped in position, with the exception of the couplingspacer, which is removed and shipped in a separate container.

 

**Generator**

** **

Air cooled, 2-polegenerator operating at 13.8 kV, 60 Hz. Generator is capable of handling customer power requirement throughout awide ambient temperature range. The generator includes a brushless excitationsystem with permanent magnet generator. Neutral and line side cubicles are included.

 

**Turbine/Generator Enclosure**

** **

The package is suppliedwith weatherproof, acoustic enclosures. The enclosures are designed to achieve noise abatement to an average of85 dB(A) at 3 ft. (1.0 m) away and 5 ft. (1.5 m) above grade during fullload operations.  The enclosures arecompletely assembled and mounted over the equipment prior to testing andshipment.  Both turbine and generatorcompartments are fully ventilated with redundant fans (one running, onestand-by).  Explosion-proof lighting isprovided in both compartments.

 

**Turbine/Generator Baseplate**

** **

The package issupplied with the support structures for the gas turbine generator setconsisting of a two-piece skid assembly, which is sectioned between the gasturbine and the generator.  The fulldepth, bolted section is designed to provide the full structural properties ofthe wide flange I-beams.  Full depthcrossmembers are utilized to provide for a rigid design that is suitable forinstallation in earthquake areas (IBC2000) as well as providing a convenient structurefor transportation.

 

**Air Inlet System**

** **

The package issupplied with a modular, multi-stage filtration system consisting of inletscreens, a prefilter and a final barrier filter.  All air for ventilation systems is filteredto the same level as turbine combustion air. An anti-ice, an evaporative cooling, a combustion air heating or achilling system is available as an option. Filtered air is silenced before entering the turbine plenum.  This design results in a compact arrangementand eliminates the need for customer supplied inlet ducting when the standarddesign is utilized.  Internal lighting ofthe filter house is provided to facilitate inspection and service.  Package is also supplied with platforms and laddersto service the inlet filter.

 

47

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**Turbine Exhaust**

** **

The package issupplied with a circular, axial exhaust outlet with connection flange tofacilitate in-line mounting of an HRSG or simple cycle exhaust stack.

 

**Fuel System**

** **

The package issupplied with a natural gas fuel system that utilizes an electronicallycontrolled fuel-metering valve.  Forfull-load operation, the gaseous fuel must be supplied to the baseplate at 675psig ± 20 (4,654 ±138 kPag).  Gas fuelmust meet General Electric specification MID-TD-0000-1.

 

**Lube Oil Systems**

** **

The package issupplied with two separate lube oil systems: one synthetic for the gas turbineand one mineral for the generator.  Theoil reservoirs and piping are all stainless steel, and the lube oil systemvalves have stainless steel trim.  Theturbine coolers, oil reservoir, and filters are mounted on the auxiliaryequipment module.  The mineral lubecoolers, reservoir and filters are located on the main skid baseplate.  The auxiliary equipment module providessimplified piping connections and reduces customer’s installation time andcosts.  Customer must supply coolingwater to the shell and tube coolers. Turbine lube oil must meet MID-TD-0000-6.

 

**Electro-Hydraulic Start System**

** **

The package issupplied with an electric motor driven hydraulic pump assembly, filters, coolerand controls, mounted on the auxiliary equipment module.  A hydraulic motor is also mounted on the gasturbine accessory gearbox.  Hydraulichoses are furnished to connect the auxiliary equipment module and the mainbaseplate.

 

**Fire Protection System**

** **

The package issupplied with a factory installed fire protection system complete with opticalflame detection, hydrocarbon sensing and thermal detectors, piping and nozzlesin both the generator and the turbine compartments.  The fire protection system includes cylinderscontaining CO2 mounted on a separate skid. A 24 V DC battery and charger to power the fire protection system isalso included.  All alarms and shutdownsare annunciated at the turbine control panel (TCP).  An alarm sounds at the turbine if the gasdetectors detect high gas levels, or if the system is preparing to release theCO2.  When the system is activated, thepackage shuts down, and the primary CO2 cylinders are discharged into theturbine and generator compartments via multiple nozzles, and the ventilationdampers automatically close.  After atime delay and if required, the reserve supply of CO2 is discharged.

 

48

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**DigitalControl System**

** **

The package is suppliedwith a free-standing Turbine Control Panel (TCP) suitable for mounting in anindoor, non-hazardous area.  The controlsystem features an integrated turbine control system, vibration monitor,digital meter, digital generator protective relay module and an HMI (humanmachine interface) display of key discrete and analog data.  Alarm and shutdown events are displayed onthe HMI automatically.  An EthernetTCP/IP EGD or RS485 Modbus Port is provided to transmit unit conditions(status, pressures, temperature, etc.) to the customer’s distributed controlsystem.  The HMI is a desktop PC locatednext to the TCP.  Power for the controlpanel is provided by a dedicated 24V DC battery system with dual 100% capacitychargers, which are shipped separately for installation by others.

 

**Battery System**

** **

The equipmentpackage is supplied with 24 V DC battery systems for the fire protection andgas turbine generator control systems, as described in those sections.  All battery systems are valve-regulated leadacid (VLRA) type.  Battery systems shiploose for indoor customer installation. If the optional Power Control Module is selected, Seller will installthe GE supplied DC battery systems in that module.

 

**Generator Protective Relays**

** **

The package issupplied with a microprocessor-based generator protective relay module, mountedin the TCP.  The protective relay systemincludes functions necessary for protection of the generator.

 

**Soak Wash System**

** **

The package issupplied with a turbine cleaning system, which allows customers to clean thecompressor section of the turbine during full power operation. The same systemreservoir and piping are utilized for off-line soak washing.  Auxiliary skid connections are provided forcustomer supplied purified water at a maximum of 50 psig (345 kPag) and air at100 – 120 psig (689 – 827 kPag). Customer is required to provide water meeting MID-TD-0000-4, detergentmeeting MID-TD-0000-5 and air filtered to ISA S7.3 standards.

 

**Component Testing and Package Test**

** **

Every new gasturbine is performance tested under load in a GE Test Cell, using proceduresdeveloped for flight turbine reliability. The generator is tested to ANSI C50.14 or IEC 34.3 standards at itsfactory of manufacture.

 

All gas turbinegenerator sets receive a static test including:

 

·                  Switch State(N.O. or N.C., actuation, wiring, and setpoint)

·                  Temperatureelement output, and wiring

·                  Transmitterrange, output, and wiring

 

49

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·                  Solenoidoperation

·                  Control valvetorque motor, excitation, and return signal

·                  Fire systemcontinuity, and device actuation

·                  System flushingverification

·                  Tubing integrity

 

A full load stringtest is available as an option.

 

**Drawings, Data and Manuals**

** **

The package issupplied with a customer drawing package that includes general arrangementdrawings, flow and instrument diagrams, electrical one-line drawings andinterconnection plan drawings. Additional electrical schematic diagrams and logic drawings are providedfor record.  See Attachment 8  for a detailed typical list and typicaldrawing delivery.

 

Operation &Maintenance (O&M) and Installation & Commissioning (I&C)manuals are provided and are printed in English.  Six hardcopies of the O&M Manuals, threehardcopies of the I&C manuals, and one CD with both are included in thebase offering.  The manuals coveroperating concepts for power generating equipment, guides to troubleshooting,basic information on components, and equipment within the turbine generatorset.

 

Seller providesall engineering drawings on a secure server www.project-net.com.  Each customer can enter this database andview, print or annotate project drawings. ProjectNet provides the customer with immediate access to the latestdrawing revisions.  ProjectNet speeds jobcompletion and saves weeks of time mailing drawings back and forth.

 

**Training**

** **

The base scope ofsupply includes hands-on training for up to 10 operators and supervisors, wherestudents are assumed to have at least a journeyman’s knowledge of electricalgenerating plant operation and to be proficient in reading piping flow andinstrument drawings, mechanical drawings, and have a working knowledge ofelectrical generators, and gas turbines. The course is designed around an eight-hour day, five consecutive dayschedule.  Instructors, using speciallydeveloped training materials, provide a firm groundwork of basic theory, plusadvanced concepts with classroom and hands-on training.  Training includes Gas Turbine Familiarizationplus System Design & Operations and Maintenance.

 

The trainerconducts the course in a lecture/seminar format where each major topic issupported by literature with detailed descriptions and associated engineeringdrawings.  A student-training manual isgiven to each student and the client’s turbine-generator system is used forhands-on training to supplement the classroom instruction.  At the completion of several related topicsthe students are given a progressive examination to measure the effectivenessof the presentation and as a tool to identify if any student has not grasped 

 

50

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the material.  At the completion of the course a finalexamination is given which covers the entire course material and students aregiven a certificate of completion.

 

Training isconducted at the Project site.  Localtraining at the Customer’s facility is available upon request.  The Customer would be responsible forproviding all necessary training equipment for classes not held at themanufacturing location.

 

**Improvements and Changes**

** **

It is understoodthat the Seller has the right to make changes in product design and addimprovements to products or services at any time without incurring anyobligations to install the same on or in connection with the Equipment orServices provided hereunder.

 

**Performance Testing**

** **

Seller will attendthe Facility performance test in support of the gas turbine performance test todemonstrate Performance Guarantees of the Equipment at Site. Facilityperformance, emissions, and noise tests are the responsibility of theBuyer.  Seller’s performance testprocedures in Attachment 5 will be incorporated into the Facility performancetest procedure that will be provided by the Buyer.

 

Optional Equipmentand Services Checklist and Descriptions

 

*(I) Included       (S) QuotedSeparately*

 

**Factory Options**

 
| I      |   | Option A |   | Variable Inlet Guide Vanes (VIGV)                   |
|--------|--------|----------|--------|-----------------------------------------------------|
|   |   |     |   |                                                |
| I      |   | Option B |   | LM6000PD - Dry Low Emissions System (DLE) o         |
|   |   |     |   |                                                |
| I      |   | Option C |   | SPRINT® Power Augmentation o                   |
|   |   |     |   |                                                |
| I      |   | Option D |   | Combustion Air Cooling – Chiller Coil o        |
|   |   |     |   |                                                |
| I      |   | Option E |   | Lube Oil Cooler - Fin/Fan o                         |
|   |   |     |   |                                                |
| I      |   | Option F |   | Power System Stabilizer (PSS) o                     |
|   |   |     |   |                                                |
| I      |   | Option G |   | Left-handed Piping Connections (one of three Units) |

 

51

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| I      |   | Option H |   | Left-handed Lineside Cubicle (two of three Units)                       |
|--------|--------|----------|--------|-------------------------------------------------------------------------|
|   |   |     |   |                                                                    |
| I      |   | Option J |   | Remote Monitoring and Diagnostic Service (First Year Service  Included) |
|   |   |     |   |                                                                    |
| I      |   | Option K |   | DC Backup Lighting                                                      |

 

Factory Options Descriptions

 

**OptionA                Variable Inlet GuideVanes (VIGV)**

 

Seller furnishesthe LM6000 engine with variable inlet guide vanes (VIGV).

 

This option isincluded with Option B

 

**OptionB                LM6000PD - Dry LowEmissions System (DLE)**

 

A dry lowemissions system can be provided for use on gaseous fuel.  This system reduces emissions over the entirepower range without water or steam.  NOxemissions can be guaranteed at 25 ppm (Ref. 15% O2).

 

This optionincludes Option A.  A gas chromatographis also included to monitor the heating value of the gas fuel and adjustcombustor flame temperature.

 

**OptionC                SPRINT® PowerAugmentation**

 

SPRINT® boostsengine performance up to 50.0 MW (ISO conditions) using a spray intercoolingdesign that increases the mass flow by cooling the air during the compressionprocess.  The system is based on anatomized water spray injected through spray nozzles placed at two locations,one between the high pressure and low pressure compressors, and the second atinlet bellmouth.  Water is atomized usinghigh pressure air taken off of the eighth stage bleed.  The water flow rate is metered, using theappropriate engine control schedules and at the inlet bellmouth.  Bellmouth and inter-stage portions on SPRINT®alternate operation based on turbine inlet temperature.  Customer supplies 22 gpm (83 lpm) of demineralizedwater to the connection on the unit. Water must meet GE specification MID-TD-0000-3.

 

**OptionD                Combustion Air Cooling –Chiller Coil**

 

Lowering thecombustion air inlet temperature can increase the power output of the LM6000generator set.  When specified, Sellercan furnish high performance inlet air chilling coils as an integral part ofthe air inlet system.  Customer providesadequate 

 

52

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quantities ofchilled water and interconnecting piping to Seller furnished chilling coils atthe filter house.  The same coils can beused for anti-icing.

 

**OptionE                Lube Oil Cooler - Fin/Fan**

 

This replaces thestandard simplex shell and tube coolers for the lube oil systems.  A simplex core fin-fan cooler complete withchangeover valve mounted on a separate base plate with dual fans is installedon a separate foundation.

 

**Option F                Power System Stabilizer (PSS)**

 

The power systemstabilizer (PSS) sends supplementary control signals to the generator’s voltageregulator to control power fluctuations and improve the stability of the powersystem.  A power system study is to becompleted by a third party and has been excluded from Seller’s scope ofsupply.  With the study complete, Sellercan assist the customer in programming the PSS with the set points establishedin the power system study.

 

**Option G                Left-handed Piping Connections**

 

In the standard LM6000 configuration, the customer’s piping connectionsare on the right side, as viewed from the exciter.  As an option, the unit can be built with thecustomer’s piping connections on the left side, as viewed from theexciter.  The turbine removal door isplaced on the side opposite the piping connections.

 

**Option H                Left-handed Lineside Cubicle**

 

As viewed from the exciter end of a standard unit, the generatorline-side cubicle is on the right-hand side and the neutral cubicle is on theleft-hand side.  When specified, thelocation of these cubicles can be reversed. However, the termination box for generator instrument and control wiringbox, (MGTB) must remain on the right-hand side, and the turbine main terminalbox (MTTB) must remain on the left.

 

**Option I Lineside Cubicle Entry Configuration Options**

 

**Top Bus Duct Entry**

 

The standard lineside cubicle is configured for bottom cableentry.  With this option, the linesidecubicle is configured for top bus duct entry.

 

**Top Cable Entry**

 

The standard lineside cubicle is configured for bottom cableentry.  With this option, the linesidecubicle is configured for top cable entry.

 

**Option J                Remote Monitoring and Diagnostic Service**

 

The Monitoring and Diagnostics Service helps plant operators improveavailability, reliability, operating performance, and maintainingeffectiveness.  Monitoring of key 

 

53

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parameters by factory experts may lead to early warning of equipmentproblems and avoidance of expensive secondary damage.  Diagnostic programs seek out emerging trends;prompting proactive intervention to avoid forced outages and extended downtime.  The ability for GE engineers to viewreal-time operation accelerates troubleshooting and sometimes removes the needfor service personnel to visit the plant. Remote Monitoring and Diagnostic Service requires a customer suppliedcommunications link (telephone or cell phone). One year of service is included with this option.

 

**Option K                DC Backup Lighting**

 

Seller furnishes DC backup lighting in the turbine and generatorenclosures as an option.  DC lights turnon if AC power fails.

 

The following configurations will beprovided.

 

**Unit One Configuration**

 

Right Hand CustomerPiping

 

Left Hand Lineside Cubicle

 

Right Hand Neutral Cubicle

 

**Unit Two Configuration**

 

Left Hand Customer Piping

 

Right Hand LinesideCubicle

 

Left Hand Neutral Cubicle

 

**Unit Three Configuration**

 

Right Hand CustomerPiping

 

Left Hand LinesideCubicle

 

Right Hand NeutralCubicle

 

54

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**Limits of GEPPI Scope**

** **

Listed below arethe limits/exclusions to the Seller standard Scope of Supply.  All piping, wiring, cables, ducts, etc.,connecting to these points is furnished by customer (others) unless modified byspecification agreement.

 
| **Equipment System** | ** **                                                                                                                                                          | **Limits of GEPPI** |
|----------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------|
| ** **           | ** **                                                                                                                                                          | ** **          |
| ·               | All piping, including Fuel Gas, Fuel Oil, Steam,  Cooling Water, Heating Water, Demineralized Water, Lube Oil, Compressed Air,  Instrument Air, Hydraulic Start Oil |                | · | Flanged or threaded connection on Seller baseplate. |
|                 |                                                                                                                                                                |                |   |   |
| ·               | Inlet Air-to-Filter                                                                                                                                                 |                | · | Atmosphere (non-standard duct by others) |
|                 |                                                                                                                                                                |                |   |   |
| ·               | Turbine Package Ventilation/Cooling Air                                                                                                                             |                | · | Atmosphere (non-standard duct by others) |
|                 |                                                                                                                                                                |                |   |   |
| ·               | Turbine Exhaust                                                                                                                                                     |                | · | Exhaust flange on main baseplate |
|                 |                                                                                                                                                                |                |   |   |
| ·               | Instruments on Seller’s Baseplate                                                                                                                              |                | · | Terminal box on baseplate |
|                 |                                                                                                                                                                |                |   |   |
| ·               | Instrument wiring in Turbine Control Panel                                                                                                                          |                | · | Terminal in Turbine Control Panel |
|                 |                                                                                                                                                                |                |   |   |
| ·               | High Voltage Connections                                                                                                                                            |                | · | Bus bar in Seller Lineside cubicle |
|                 |                                                                                                                                                                |                |   |   |
| ·               | Generator Ground Connections                                                                                                                                        |                | · | Seller Neutral cubicle |
|                 |                                                                                                                                                                |                |   |   |
| ·               | Electric Motors                                                                                                                                                     |                | · | Terminal box on individual motor |
|                 |                                                                                                                                                                |                |   |   |
| ·               | Ladders and Platforms for Air Filter                                                                                                                                |                | · | Ladders and Platforms for Inlet Air Filter  maintenance only |
|                 |                                                                                                                                                                |                |   |   |
| ·               | 24 V DC Batteries and Chargers for Control System  and Fire and Gas Systems                                                                                         |                | · | Battery terminals to baseplate (if supplied loose) |

 

55

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Exclusions:

 

·                  Civilengineering design of any kind

 

·                  Buildingand civil works

 

·                  Sitefacilities

 

·                  Supportsteelworks and hangers for the gas turbine ducting, silencing, and pipe work

 

·                  Allinlet, exhaust, and ventilation ducting other than included in the scope ofsupply

 

·                  Drainsand/or vent piping from the gas turbine package to a remote point

 

·                  Fuelstorage, treatment and forwarding system

 

·                  Sitegrounding

 

·                  Lightningprotection

 

·                  Powersystem studies

 

·                  Sensingand metering voltage transformers

 

·                  Machinepower transformers, and associated protection

 

·                  Gridfailure detection equipment

 

·                  Offloading, transportation and storage

 

·                  Offskid cabling, and design of off skid cable routing

 

·                  Balanceof plant and energy optimization controls

 

·                  Anchorbolts, embedments, and grouting (quoted separately)

 

·                  Distributedplant control

 

·                  Customer’sremote control

 

·                  Fieldsupervision (quoted separately)

 

·                  Highvoltage transformer(s), cables, and associated equipment

 

·                  Interconnectingpiping, conduit, and wiring between equipment modules

 

56

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·                  Plantutilities, including compressed air supply and off skid piping

 

·                  Batterycontainment

 

·                  Lubeoil measurement other than that defined in the scope of supply

 

·                  Additionallube oil breather ducting other than that defined in the scope of supply

 

·                  Fueltransfer pump

 

·                  Offskid fuel block and vent valves

 

·                  Fuelsupply pipework beyond the scope of supply

 

·                  Generatorcontrols other than that defined in the scope of supply

 

·                  Loadsharing control

 

·                  Balanceof plant controls

 

·                  FieldPerformance Testing

 

·                  SiteLabor

 

·                  Ladders,Stairs, and Platforms for equipment beyond the gas turbine

 

57

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Site Conditions

 

The followingtable outlines the criteria conditions at the proposed jobsite for the designof the equipment:

 
| Location                                                      |   | Caleta Cruz, Peru                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|---------------------------------------------------------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| Elevation                                                     |   | Approx. 120 Feet                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|                                                          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| Minimum Site Temperature                                      |   | 59 F                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                                                          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| Maximum Site Temperature                                      |   | 94 F                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                                                          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| Design Point Ambient Temperature /   Relative Humidity        |   | 89.8 F (32.1 C)   60.4% RH                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|                                                          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| Primary Fuel Source                                           |   | NG                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|                                                          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| Seismic Design Criteria (CTG Package                          |   | IBC 2000, Site Class D, Design Category F, Category II Facility  with 1.25 Importance Factor                                                                                                                                                                                                                                                                                                                                                                                  |
|                                                          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| Maximum Wind Speed (Wind Load)                                |   | 150 MPH                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|                                                          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| Roof Live / Snow Load                                         |   | 60 PSF                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|                                                          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| Near Field Noise at 3 ft horizontal and 5 ft vertical, NOTE 1 |   | The below is based upon the placement of fin fan cooler to be  reviewed by GE:  

 

85 DBA ARITHMETIC AVERAGE SOUND PRESSURE LEVEL (DB REF 20  MICROPASALS, RMS) AT LOCATIONS AROUND THE PACKAGE (VERTICAL DISTANCE OF 5FT.  (1.5M) ABOVE GRADE AT A HORIZONTAL DISTANCE OF 3FT (1M) FROM THE EXTERIOR  PLANE OF EQUIPMENT AS TESTED IN A FREEFIELD CONDITION OVER A HARD REFLECTING  GROUND PLANE. 

 

THIS GUARANTEE COINCIDES WITH THE OPERATING AT BASE-LOAD) |
|                                                          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| Far Field Noise, NOTE 1                                       |   | 65 dB(A) at 400 ft                                                                                                                                                                                                                                                                                                                                                                                                                                                            |

 

58

----

 

NOTE 1:  Far field noise is based on single-unit onlyoperation.  Multiple units operating atthe same time will have an impact on both near and far field noise levels.

 

**INSERT GE Fluid Specifications**

 

59

----

 
| *GE Energy* | *MID-TD-0000-5* |
|-------------|-----------------|
| * *    | *June 2004*     |

 

**Liquid Detergent for CompressorCleaningfor GE Aircraft Derivative Gas Turbines**

 

This specification establishes the requirements for liquiddetergent products used to prepare cleaning solutions for cleaning the compressorsof gas turbine engines, where the intent is to restore performance by removingthe build–up of deposits on compressor components. Such deposits include salt,soils or oils that may be ingested from the atmosphere.

 

The cleaning process shall be carried out by spraying thecleaning solution into the bellmouth of the engine while the engine is runningat power (on–line cleaning) or while the engine is being cranked (crank soakcleaning).

 

For the purposes of this specification, the followingdefinitions shall apply:

 

**Liquid Detergent** - A concentratedsolution of water soluble surface active agents and emulsifiable solvents.

 

**Cleaning Solution** - A solution or emulsionof liquid detergent in water or a water and antifreeze mixture for directengine application. The recommended dilution of liquid detergent and watershall be determined by the liquid detergent manufacturer.

 

**1.****                                     ****ApplicableDocuments**

 

The following documents shall form a part of thisspecification to the extent specified herein. Unless a specific issue isspecified, the latest revision shall apply.

 
| **ASTM D88** |   | Standard Test Method For Saybolt Viscosity                                                        |
|--------------|--------|---------------------------------------------------------------------------------------------------|
| ** **   |   |                                                                                              |
| **ARP 1795** |   | Stress–Corrosion of Titanium Alloys, Effect of Cleaning  Agents on Aircraft Engine Materials |
| ** **   |   |                                                                                              |
| **AMS 1424** |   | Deicing/Anti-icing Fluid, Aircraft (Newtonian-SAE Type  1)                                        |

 

**2.****                                     ****DetergentProperties**

 

**2.1****                              ****Composition**

 

The chemical composition of the detergent is notlimited, other than as specified herein.

 

**2.2****                              ****Biodegradability**

 

Use of the liquid detergent/cleaning solution shallconform to local regulations for water pollution. Use of biodegradableingredients is recommended.

 

**2.3****                              ****Toxicity**

 

Use of the liquid detergent/cleaning solution shallconform to local regulations for industrial hygiene and air pollution. Use ofnontoxic ingredients is recommended.

 

**2.4****                              ****Healthand Safety Information**

 

The liquid detergent manufacturer shall make availablehealth and safety information for the liquid detergent as required byapplicable local, state and federal regulations.

 

**2.5****                              ****Solids**

 

The liquid detergent shall contain no particles largerthan 20 micron.

 

1

----

 
| *MID-TD-0000-5* | * * | *GE Energy* |
|-----------------|----------|-------------|
| *June 2004*     | * * | * *    |

 

**2.6****                              ****Physical and ChemicalProperties**

 

The liquid detergent shall meet the test requirements.

 

**3.****                                     ****Test Requirements**

 

**3.1****                              ****Liquid Detergent**

 

**3.1.1****                    ****Residue or Ash Content**

 

Residue or ash content shall not exceed 0.01percent when tested in accordance with paragraph 4.1.

 

**3.1.2****                    ****Low Temperature Stability**

 

The liquid detergent shall show no evidence of separationof component parts when maintained at 40°F ± 3 (5°C ± 2). It is highlydesirable although not mandatory that the fluid shall remain liquid below 32°F(0°C).

 

**3.1.3****                    ****Cold Weather SolutionCompatibility**

 

The liquid detergent shall show no separation, layering orprecipitation when mixed to the liquid detergent manufacturer’s recommendeddilution in one or more of the following antifreeze solutions after 2 hours at10°F ± 3 (-12°C ± 2):

 

·                  Isopropyl Alcohol

 

·                  Monopropylene glycol (PG)

 

·                  Acetone

 

See paragraph 6.1 for more information regarding liquiddetergent and antifreeze mixtures.

 

**3.1.4****                    ****Hard Water Compatibility**

 

The liquid detergent shall show no separation or layeringwhen mixed with synthetic hard water prepared in accordance with paragraph 4.2.

 

**3.1.5****                    ****Acid and Alkali Acceptance**

 

The liquid detergent shall show no separation, layering orprecipitation when tested in acidic or alkali media in accordance withparagraph 4.3.

 

**3.1.6****                    ****Salt Water Tolerance**

 

The liquid detergent shall show no separation or gellingwhen mixed with 3.5 percent salt water in accordance with paragraph 4.4.

 

**3.1.7****                    ****Viscosity**

 

The liquid detergent shall have a viscosity of 50 to 200SUS at 77°F (25°C) when tested in accordance with ASTM D88.

 

**3.1.8****                    ****pH**

 

The pH of the liquid detergent as received shall be from6.5 to 8.5 when measured with a suitable pH meter employing a glass electrode.

 

**3.2****                              ****Cleaning Solution**

 

**3.2.1****                    ****Corrosive Elements**

 

Maximum levels of elements in the cleaning solution whichmay promote various types of corrosion, shall be no greater than as shown inTable 1, when analyzed by methods in paragraph 4.5.

 

2

----

 
| *GE Energy* | * * | *MID-TD-0000-5* |
|-------------|----------|-----------------|
| * *    | * * | *June 2004*     |

 

**Table 1. Maximum Corrosives Limit**

 
| Total  alkali metals (sodium +   potassium + lithium, etc.) |   | 25  ppm max.  |
|-------------------------------------------------------------|--------|---------------|
| Magnesium  + calcium                                        |   | 5  ppm max.   |
| Vanadium                                                    |   | 0.1  ppm max. |
| Lead                                                        |   | 0.1  ppm max. |
| Tin  + Copper                                               |   | 10  ppm max.  |
| Sulfur                                                      |   | 50  ppm max.  |
| Chlorine                                                    |   | 40  ppm max.  |

 

**3.2.2****                    ****pH**

 

The pH of the cleaning solution shall be from 6.5 to 8.5when measured with a suitable pH meter employing a glass electrode.

 

**4.****                                     ****Test Methods**

 

**4.1****                              ****Residue or Ash Content**

 

Weigh 10 ± 0.1 gram sample of liquid detergent in aweighed 30 ml porcelain crucible. Heat gently to volatilize any water orsolvents. (Crucible may be placed in air oven at 105°C ± 2 for 24 hours,followed by 240° C ± 2 for 24 hours to insure all volatile matter isevaporated.) Finally, ignite contents over Bunsen Burner, first at lowtemperature under good oxidizing conditions until all ignitable material is consumed,then place a crucible in a muffle furnace at 1040 to 1100°C for 2 hours. Coolin desiccator, and weigh.

 

Percent residue or ash = (100 x A)/W

 

Where: A = grams of residue

W = grams of sample

 

**4.2****                              ****Hard Water Compatibility**

 

**4.2.1****                    ****Preparation of SyntheticHard Water**

 

A hard water solution is prepared by dissolving thefollowing in one liter of just boiled and cooled distilled water:

 

a.                    0.20±0.005 gram CalciumAcetate, reagent grade Ca(C2H3O2)2 · H20

 

b.**                  **0.15±0.005 gram MagnesiumSulfate, reagent grade MgSO4 · 7 H20

 

**4.2.2****                    ****Hard Water Test**

 

5 ml of liquid detergent shall be added to a clean 50 mlcylinder. 45 ml of synthetic hard water shall be added and mixed well. Thesolution shall be examined for compatibility after 16 hours at 77°F ± 5 (25°C ±3).

 

**4.3****                              ****Acid and Alkali Acceptance**

 

The liquid detergent shall be mixed with distilled waterin accordance with the liquid detergent manufacturer’s recommended dilution. To50 ml of the solution, add 1 ml of 75 percent phosphoric acid. To another 50 mlof the solution, add 5 ml of 75 percent phosphoric acid. To another 50 ml ofthe solution, add 1 ml of 50 percent potassium hydroxide. Let all threemixtures stand for one hour at 77°F ± 5 (25°C ± 3), and then examine for acidor alkali acceptance.

 

3

----

 
| *MID-TD-0000-5* | * * | *GE Energy* |
|-----------------|----------|-------------|
| *June 2004*     | * * | * *    |

 

**4.4****                              ****Salt Water Tolerance**

 

Prepare a 3.5 percent by weight solution of sodiumchloride in distilled water. Add 15 ml of salt solution to 35 ml of liquiddetergent and let stand for 1 hour at 77°F ± 5 (25°C ± 3). Examine for saltwater tolerance.

 

**4.5****                              ****Elemental Content**

 

Elemental content shall be determined using the followingmethods:

 
| **Element**          | ** ** | **Method**                                                                        |
|----------------------|------------|-----------------------------------------------------------------------------------|
| Sulfur,  Phosphorous |       | Inductivity  Coupled Plasma Spectroscopy - Atomic Emission Spectroscopy (ICP-AES) |
| Chlorine             |       | Microcoulometric  filtration                                                      |
| Sodium,  Potassium   |       | Atomic  Absorption (AA)                                                           |
| Other  metals        |       | ICP-AES  or AA                                                                    |

 

**5.****                                     ****Material Compatibility**

 

**5.1****                              ****Compatibility with EngineMaterials**

 

Use of the detergent gas turbine cleaner shall not haveadverse effects on engine system materials such as titanium stress corrosion,hot corrosion of turbine components or damage to lubrication system components.

 

**5.2****                              ****Titanium Stress Corrosion**

 

A titanium stress corrosion test in accordance with ARP1795 or equivalent may be run on the liquid detergent at the discretion of GE.

 

**6.1****                              ****Cold Weather Usage**

 

In cold weather, liquid detergent must be added toantifreeze mixture rather than to water alone. At present, the only acceptableantifreeze solutions are:

 

·                  Isopropyl Alcohol

 

·                  Monopropylene glycol (PG)

 

·                  Acetone

 

Monopropylene glycol (PG) must be per AMS 1424 and may beused down to 20°F (-7°C)

 

Antifreeze mixtures are shown in Table 2. The liquiddetergent manufacturer must specify which, if any, of the antifreezes specifiedabove is not compatible with the liquid detergent.

 

The use of non-isopropyl alcohol, ethylene glycol oradditives containing chlorine, sodium or potassium are not permitted since theymay attack the titanium and other metals in the gas turbine.

 

It is extremely important that the liquid detergent andantifreeze solution be a homogeneous mixture when sprayed into the bellmouth ofthe gas turbine. If after 2 hours the liquid detergent and antifreeze solutionseparates, (see paragraph 3.1.3) agitation of the mixture in the wash watertank is permissible. However, the liquid detergent manufacturer shall specifythat agitation is required.

 

4

----

 
| *GE Energy* | * * | *MID-TD-0000-5* |
|-------------|----------|-----------------|
| * *    | * * | *June 2004*     |

 

**Table 2. Water Wash AntifreezeMixtures.**

 

**Compressor Washing AntifreezeMixtures**

 
| **Outside Air Temp,****o****F (****o****C)** | ** ** | **Monopropylene  glycol (PG)  % Vol** | ** ** | **H2O  % Vol** | ** ** | **Acetone  % Vol** | ** ** | **H2O  % Vol** | ** ** | **Isopropyl  Alcohol  % Vol** | ** ** | **H2O  % Vol** | ** ** |
|----------------------------------------------|------------|---------------------------------------|------------|----------------|------------|--------------------|------------|----------------|------------|-------------------------------|------------|----------------|------------|
| +20 to +50 (-7 to 10)                        |       | 21                                    |       | 79             |       | 25                 |       | 75             |       | 22                            |       | 78             |       |
| +10 to +20 (-12 to –7)                  |       | N/A                                   |       | N/A            |       | 40                 |       | 60             |       | 34                            |       | 66             |       |
| 0 to +10 (-18 to –12)                   |       | N/A                                   |       | N/A            |       | 53                 |       | 47             |       | 47                            |       | 53             |       |
| -10 to 0 (-23 to –18)                   |       | N/A                                   |       | N/A            |       | 63                 |       | 37             |       | 72                            |       | 28             |       |
| -20 to –10 (-29 to –23)            |       | N/A                                   |       | N/A            |       | 69                 |       | 31             |       | 88                            |       | 12             |       |
| -30 to –20 (-34 to –29)            |       | N/A                                   |       | N/A            |       | 75                 |       | 25             |       | 97                            |       | 3              |       |

 

**Compressor Rinsing AntifreezeMixtures**

 
| **Outside Air Temp,****o****F (****o****C)** | ** ** | **Monopropylene  glycol (PG)  % Vol** | ** ** | **H2O  % Vol** | ** ** | **Acetone  % Vol** | ** ** | **H2O  % Vol** | ** ** | **Isopropyl  Alcohol  % Vol** | ** ** | **H2O  % Vol** | ** ** |
|----------------------------------------------|------------|---------------------------------------|------------|----------------|------------|--------------------|------------|----------------|------------|-------------------------------|------------|----------------|------------|
| +20 to +50 (-7 to 10)                        |       | 14                                    |       | 86             |       | 20                 |       | 80             |       | 18                            |       | 82             |       |
| +10 to +20 (-12 to -7)                       |       | N/A                                   |       | N/A            |       | 33                 |       | 67             |       | 27                            |       | 73             |       |
| 0 to +10 (-18 to -12)                        |       | N/A                                   |       | N/A            |       | 43                 |       | 57             |       | 39                            |       | 61             |       |
| -10 to 0 (-23 to -18)                        |       | N/A                                   |       | N/A            |       | 50                 |       | 50             |       | 58                            |       | 42             |       |
| -20 to -10 (-29 to -23)                      |       | N/A                                   |       | N/A            |       | 55                 |       | 45             |       | 70                            |       | 30             |       |
| -30 to -20 (-34 to -29)                      |       | N/A                                   |       | N/A            |       | 60                 |       | 40             |       | 77                            |       | 23             |       |

 

5

----

 
| *GE Marine  & Industrial Engines* | * * | *MID-TD-0000-4* |
|---------------------------------------|----------|-----------------|
| * *                              | * * | *May 1996*      |

 

**Compressor Cleaning Water PuritySpecification for GE Aircraft Derivative Gas Turbines inIndustrial Applications**

** **

**1.1****                               Scope**

 

This specification establishes therequirements for purified water for use in cleaning the compressor of gasturbine engines where the intent is to restore performance by removing thebuild up of deposits on compressor components. The water quality defined inthis specification applies to water used in both on–line compressor cleaningand crank–soak compressor cleaning.

 

**1.2****                               Definitions**

 

For the purpose of this specification, thefollowing definitions shall apply:

 

**On–line CompressorCleaning** - A methodof removing the build up of deposits on compressor components while the engineis operating. On–line cleaning as accomplished by spraying cleaning solutioninto the inlet of the engine while the engine is operating.

 

**Crank–Soak CompressorCleaning** - A methodof removing the buildup of deposits on compressor components while the engineis motored by the starter. Crank–soak cleaning is accomplished by sprayingcleaning solution into the inlet of the engine while the engine is operatingunfired at crank speed.

 

**Liquid Detergent** - A concentrated solution of water soluble surfaceactive agents and emulsifiable solvents.

 

**Cleaning Solution** - A solution of emulsion of liquid detergent and wateror a water and antifreeze mixture for direct engine application. Therecommended dilution of liquid detergent and water shall be specified by theliquid detergent manufacturer.

 

**2.****                                      Applicable Documents**

 

**2.1****                               Issue of Documents**

 

The following documents shall form a part ofthis specification to the extent specified herein. Unless a specific issue isspecified, the latest revision shall apply.

 

**2.1.1  American Society of Testing and Materials**

 

Available from American Society for Testingand Materials, 1916 Race Street, Philadelphia, PA 19103.

 

ASTM D1192                       Equipment for Sampling and Steam

 

ASTM D1293                       Tests for pH of Water

 

ASTM D4191                       Tests for Sodium in Water by atomic AbsorbtionSpectography

 

ASTM D4192                       Tests for Potassium in Water by Atomic AbsorbtionSpectography

 

ASTM D5907                       Tests for Filterable and Non-Filterable Matter inWater

 

ASTM D3370                       Practices for Sampling Water

 

**3.****                                      Requirements**

 

**3.1****                               Sampling Requirements**

 

The sampling shall be in accordance with ASTMD1192 and ASTM D3370. A

 

1

----

 
| *MID-TD-0000-4* | * * | *GE Marine & Industrial Engines* |
|-----------------|----------|--------------------------------------|
| *May 1996*      | * * | * *                             |

 

minimum sample of one (1) gallon or four(4) liters shall be supplied.

 

**3.2****                               Chemical Requirements**

 

The water shall meet the followingrequirements when tested in accordance with the designated test method.

 

**3.3****                               Filtration Requirements**

 

The water shall contain no particles largerthan 100 microns absolute.

 
| ** **                  | ** ** | **Limit** | ** ** | **Test Method**  |
|-----------------------------|------------|-----------|------------|-----------------------|
| Total matter, ppm, max      |       | 100       |       | ASTM D5907            |
| pH                          |       | 6.5 - 8.5 |       | ASTM D1293            |
| Sodium+ potassium, ppm, max |       | 25        |       | ASTM D4191 & |
|                        |       |      |       | ASTM D4192            |

 

2

----

 
| ***MID-TD-0000-1***                |
|------------------------------------|
| ***Revised,  November 2001*** |
| *** ***                       | *** *** |
| **g**                              | ***GE Energy*** |

 

**Process Specification**

**Fuel Gases For Combustion InAeroDerivative Gas Turbines**

 

***These instructions donot purport to cover all details or variations in equipment or to provide forevery possible contingency to be met in connection with installation, operationor maintenance. Should further information be desired or should particularproblems arise which are not covered sufficiently for the purchaser’s purposesthe matter should be referred to the GE Company.***

 

**© 2001 GENERAL ELECTRIC COMPANY**

 

 

----

 
| ***MID-TD-0000-1*** | *** *** | ***Fuel Gases for  Combustion in AeroDerivative Gas Turbines*** |
|---------------------|--------------|-----------------------------------------------------------------|

 

**TABLE OF CONTENTS**

 
| **1**                      | **GENERAL**                               |   | 1      |
|----------------------------|-------------------------------------------|--------|--------|
| ** **                 | ** **                                |   |   |
| **2**                      | **FUEL GAS CLASSIFICATION**               |   | 3      |
| 2.1                        | Natural and Liquefied Petroleum Gas (LPG) |   | 3      |
| 2.2                        | Gasification Fuels                        |   | 3      |
| 2.3                        | Process Gases                             |   | 4      |
| 2.4                        | Refinery Gases                            |   | 5      |
|                       |                                      |   |   |
| **3**                      | **FUEL PROPERTIES**                       |   | 5      |
| 3.1                        | Heating Values                            |   | 5      |
| 3.2                        | Modified Wobbe Index Range                |   | 5      |
| 3.3                        | Superheat Requirement                     |   | 6      |
| 3.4                        | Flammability Ratio                        |   | 6      |
| 3.5                        | Gas Constituent Limits                    |   | 6      |
| 3.6                        | Gas Fuel Supply Pressure                  |   | 6      |
|                       |                                      |   |   |
| **4**                      | **CONTAMINANTS**                          |   | 6      |
| 4.1                        | Particulate                               |   | 7      |
| 4.2                        | Liquids                                   |   | 7      |
| 4.3                        | Sulfur                                    |   | 7      |
|                       |                                      |   |
| **Appendix 1 DEFINITIONS** |                                      | 9      |
| ** **                 | ** **                                |   |   |
| **LIST OF TABLES**         |                                      |   |
| ** **                 |                                      |   |
| Table 1.                   | Fuel Gas Usability                        |   | 1      |
| Table 2.                   | Test Methods for Gaseous Fuels            |   | 2      |
|                            |                                           |        |        |  |

 

----

 
| ***Fuel Gases for  Combustion in AeroDerivative Gas Turbines*** | *** *** | ***MID-TD-0000-1*** |
|-----------------------------------------------------------------|--------------|---------------------|

 

**1****                                        ****GENERAL**

 

GE AeroDerivative gas turbines have the ability to burn awide range of gaseous fuels as shown in Table 1. These gases present a broadspectrum of properties due to both active and inert components. Thisspecification is designed to define guidelines that must be followed in orderto burn these fuels in an efficient, trouble-free manner, while protecting thegas turbine and supporting hardware.

 

Table 2 identifies the acceptable test methods to be usedin determining gas fuel properties.

 

**TABLE 1FUEL GAS USABLILITY**

 
| ** **                                                                                | ** ** | **LHV  Btu/SCF**                                 | ** ** | **Wobbe**  | ** ** | ** **                                                                                           | ** ** | **Operational**                                                                                            | ** ** | **Applicability** |
|-------------------------------------------------------------------------------------------|------------|--------------------------------------------------|------------|------------|------------|------------------------------------------------------------------------------------------------------|------------|------------------------------------------------------------------------------------------------------------|------------|-------------------|
| **Fuel Type**                                                                        | ** ** | **(kJ/NM****3****)**                             | ** ** | **Number** | ** ** | **Major Components**                                                                            | ** ** | **Comments**                                                                                               | ** ** | **SAC**           | ** ** | **DLE** |
| Pipeline Natural Gas                                                                      |       | 850-1200  (33383-  47128)                        |       | 45-60      |       | Methane                                                                                              |       | No Restrictions                                                                                            |       | Yes               |   | Yes |
| Medium BTU Natural Gas                                                                    |       | 400 - 850  (15709-  33838)                       |       | 20-45      |       | Methane, Hydrocarbons (HC), carbon dioxide, Nitrogen                                                 |       | Requires > 700 BTU/scf (27492 kJ/NM3) for starting. May require  modified fuel nozzles. Contact GE |       | Yes               |   | No,  See  Note 8. |
| Liquefied Petroleum Gas (LPG)                                                             |       | 2300-  3200  (90330-  125676)                    |       | 70-75      |       | Propane, Butane                                                                                      |       | May require specific fuel nozzles. Contact GE                                                         |       | Yes               |   | No |
| Gasification Gases

· Air Blown

 

 

 

 

· Oxygen Blown |       | 150-200  (5891-  7855)  200- 400  (7855-  15709) |       | 6-8  8-20  |       | Carbon monoxide,  Hydrogen, HC,  Nitrogen, Water Vapor  Carbon monoxide,  Hydrogen, HC, Water  Vapor |       | Contact GE  Contact GE                                                                                     |       | Yes  Yes          |   | No  No |
| Process Gases                                                                             |       | 300-1000  (11782-  39274)                        |       | 15-50      |       | Methane, Hydrogen,  Carbon monoxide,  Carbon dioxide                                                 |       | Requires >700  BTU/scf (27492  kJ/NM3) for starting. Restricted  transient operation.                   |       | Yes               |   | See  Note 8 |
| Refinery Gases                                                                            |       | 1000-  1300  (39274-  51056                      |       | 45-60      |       | Methane, Hydrogen,  Carbon monoxide,  Ethylene, Propylene,  Butylene                                 |       | No restrictions.  Hydrogen content  should be reviewed  by GE.                                             |       | Yes               |   | See  Note 8 |

 

**Notes:**

 

1.               When considering the useof alternate fuels, provide details of the fuel constituents, fuel temperature,and expected engine usage conditions and operating characteristics to GE forevaluation and recommendations.

 

2.               Values and limits applyat the inlet of the gas fuel control module.

 

1

----

 
| ***MID-TD-0000-1*** | *** *** | ***Fuel Gases for  Combustion in AeroDerivative Gas Turbines*** |
|---------------------|--------------|-----------------------------------------------------------------|

 

3.               Heating value rangesshown are provided as guidelines. Specific fuel analysis must be furnished toGE for evaluation. The standard configured single annular combustor (SAC) gasturbines require a fuel with a LHV no less than of 6500 BTU/pound. The Dry LowEmissions (DLE) combustion system requires a minimum LHV of 18000 BTU/pound.(Reference Section 3.1)

 

4.               The quantity of sulfur ingas fuels is not limited by this specification. Experience has shown thatoxidation/corrosion rates are not significantly affected by fuel sulfur levelsup to 1.3% sulfur. Hot corrosion of hot gas path parts is affected by thepresence of the specified trace metals. Sulfur levels shall be considered whenaddressing HRSG Corrosion, selective catalytic reduction (SCR) deposition,exhaust emissions, system material requirements, elemental sulfur depositionand iron sulfide. (Reference Section 4.3)

 

5.               The fuel gas supply shallbe 100% free of liquids. Admission of liquids can result in combustion and/orhot gas path component damage. (Reference Section 3.3)

 

6.               Wobbe Number, or ModifiedWobbe Number Index, is described in 3.2.

 

7.               Gases with Wobbe NumberIndex greater than 40 may be applicable for DLE. Contact GE.

 

8.               Process and refinerygases with <5% hydrogen content and low CO and CO2 content may be acceptablefor DLE application. Contact GE.

 

NM3 is at 0°C, 101.325kPa (sea level)

 

**TABLE 2TEST METHODS FOR GASEOUS FUELS**

 
| **PROPERTY**           | ** ** | **ASTM METHOD**                                                                                    |
|------------------------|------------|---------------------------------------------------------------------------------------------------------|
| Gas Composition to C6+ |       | D1945 -  Standard method for constituents of gases by gas chromatography                                |
| Heating Value          |       | D3588 -  Procedure for calculating calorific value and specific gravity of gaseous  fuels               |
| Specific Gravity       |       | D3588 -  Procedure for calculating calorific value and specific gravity of gaseous  fuels               |
| Compressibility Factor |       | D3588 -  Procedure for calculating calorific value and specific gravity of gaseous  fuels               |
| Dew Point (see note 1) |       | D1142 -  Water vapor content of gaseous fuels by measurement of dew point temperature                   |
| Sulfur                 |       | D1072 - Test for total sulfur in fuel gases (see note 2)  

D3246 - Test for total sulfur in fuel gases |
| Chemical Composition   |       | D2650 - Standard method for  chemical composition of gases by mass spectrography                        |

 

**Notes:**

 

1.                           Hydrocarbon and water dewpoints shall be determined by direct dew point measurement (Chilled Mirror Device).If dew point cannot be measured, an extended gas analysis, which identifieshydrocarbon components from C1 through C14, shall be performed. This analysismust provide an accuracy of greater

 

2

----

 
| ***Fuel Gases for  Combustion in AeroDerivative Gas Turbines*** | *** *** | ***MID-TD-0000-1*** |
|-----------------------------------------------------------------|--------------|---------------------|

 

than 10 ppmv. A standard gas analysis to C6+ is normallynot acceptable for dew point calculation unless it is known that heavierhydrocarbons are not present, as is most often the case with liquefied naturalgases.

 

2.                             This test method will *not*detect the presence ofcondensable sulfur vapor. Specialized filtration equipment is required tomeasure sulfur at concentrations present in vapor form. Contact GE for moreinformation.

 

**2****                                        ****FUEL GASCLASSIFICATION**

 

**2.1****                              ****Naturaland Liquefied Petroleum Gas (LPG)**

 

Natural gases are predominantly methane with much smallerquantities of the slightly heavier hydrocarbons such as ethane, propane andbutane. Liquefied petroleum gas is propane and/or butane with traces of heavierhydrocarbons.

 

**2.1.1****                    ****PipelineNatural Gas**

 

Natural gases normally fall within the calorific heatingvalue range of 850 to 1200 Btu/SCF (33383-47128 kJ/NM3) (LHV). Actual calorificheating values are dependent on the percentages of hydrocarbons and inert gasescontained in the gas.

 

**2.1.2****                    ****MediumBTU Natural Gas**

 

Natural gases are found in and extracted from undergroundreservoirs. These “raw gases” may contain varying degrees of nitrogen, carbondioxide, hydrogen sulfide, and contain contaminants such as salt water, sandand dirt. Processing by the gas supplier normally reduces and/or removes theseconstituents and contaminants prior to use in the gas turbine. A gas analysismust be performed to ensure that the fuel supply to the gas turbine meets therequirements of this specification.

 

**2.1.3****                    ****LiquefiedPetroleum Gases**

 

The heating values of Liquefied Petroleum Gases (LPGs)normally fall between 2300 and 3200 Btu/SCF (90330-125676 kJ/NM3) (LHV). Based on theirhigh commercial value, these fuels are normally utilized as a back—up fuel tothe primary gas fuel for gas turbines. Since LPGs are normally stored in aliquid state, it is critical that the vaporization process and gas supplysystem maintains the fuel at a temperature above the minimum required superheatvalue. Fuel heating and heat tracing is required to ensure this.

 

**2.2****                              ****GasificationFuels**

 

Other gases that may be utilized as gas turbine fuel arethose formed by the gasification of coal, petroleum coke or heavy liquids. Ingeneral, the heating values of gasification fuel are substantially lower thanother fuel gases. These lower heating value fuels require that the fuel nozzlegas flow passages be larger than those utilized for fuels of higher heatingvalues.

 

Gasification fuels are produced by either an Oxygen Blownor Air Blown gasification process. 

 

**2.2.1****                    ****OxygenBlown Gasification**

 

The heating values of gases produced by oxygen blowngasification fall in the range of 200 to 400 Btu/SCF (7855-15709 kJ/NM3). The Hydrogen (H2) content of these fuelsis normally above 30% by volume and have H2/CO mole ratio between0.5 to 0.8. Oxygen blown gasification fuels are often mixed with steam forthermal NOx control, cycle efficiency improvement and/or power augmentation.When utilized, the steam is injected into the combustor by an independentpassage. The current guideline for Hydrogen plus CO constituent is limited to75% by volume for LM6000 and to 85% for the other AeroDerivative gas turbines.Due to high hydrogen content of these fuels, oxygen blown gasification fuelsare normally not suitable for Dry Low Emissions (DLE) applications, for whichthe Hydrogen content is limited to 5% by volume.. The high flame speedsresulting from high hydrogen fuels can result in flashback or primary zone re–ignitionon DLE pre–mixed combustion systems. Utilization of these fuels shall bereviewed by GE.

 

3

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| ***MID-TD-0000-1*** | *** *** | ***Fuel Gases for  Combustion in AeroDerivative Gas Turbines*** |
|---------------------|--------------|-----------------------------------------------------------------|

 

**2.2.2****                    ****AirBlown Gasification**

 

Gases produced by air blown gasification normally haveheating values between 150 and 200 BTU/ SCF (5891- 7855 kJ/NM3) LHV. The Hydrogen (H2) content of these fuelscan range from 8% to 20% by volume and have a H2/CO mole ratio 0.3 to3:1. The use and treatment of these fuels are similar to that identified foroxygen blown gasification.

 

For Gasification fuels a significant part of the totalturbine flow comes from the fuel. In addition, for oxygen blown fuels there isa diluent addition for NOx control. Careful integration of the gas turbine withthe gasification plant is required to assure an operable system. Due to the lowvolumetric heating value of both oxygen an air blown gases, special fuel systemand fuel nozzles are required.

 

**2.3****                              ****ProcessGases**

 

Many chemical processes generate surplus gases that may beutilized as fuel for gas turbines. (i.e. tail or refinery gases). These gasesoften consisting of methane, hydrogen, carbon monoxide, and carbon dioxide thatare normally byproducts of petrochemical processes. Due to the hydrogen andcarbon monoxide content, these fuels have large rich to lean flammabilitylimits. These types of fuels often require inerting and purging of the gasturbine gas fuel system upon unit shutdown or a transfer to a more conventionalfuel. When process gas fuels have extreme flammability limits such that thefuel will auto ignite at turbine exhaust conditions, a more “conventional”start–up fuel, such as methane, is required.

 

Additional process gases utilized as gas turbine fuels arethose which are byproducts of steel production. These are:

 

**2.3.1****                    ****BlastFurnace Gases (BFGs)**

 

Blast Furnace Gases (BFGs), alone, have heating valuesbelow minimal allowable limits. These gases must be blended with other fuel toraise the heating value to above the required limit. Coke Oven and/or NaturalGases or hydrocarbons such as propane or butane can be utilized to accomplishthis.

 

**2.3.2****                    ****CokeOven Gases**

 

Coke oven gases are high in H2 and H4C and may be used as fuelfor single annular combustion (SAC) systems, but are not suitable for Dry LowEmissions (DLE) combustion applications. These fuels often contain traceamounts of heavy hydrocarbons, which when burned could lead to carbon buildupon the fuel nozzles. The heavy hydrocarbons must be “scrubbed” or removed fromthe fuel prior to delivery to the gas turbine.

 

**2.3.3****                    ****COREXGases**

 

COREX gases are similar to oxygen blown gasified fuels,and may be treated as such. They are usually lower in H2 content and have lower heating values thanoxygen blown gasified fuels. Further combustion related guidelines could befound in Bureau of Mines Circulars 503 and 622.

 

**2.3.4****                    ****Hydrogen**

 

The presence of gaseous hydrogen in the fuel can presentspecial problems due to the high flame speed and high temperatures associatedwith combustion, and the very wide flammability limits of this gas. Treatmentof fuels containing hydrogen are separated into three categories, less than 5%by volume, 6% to 30% by volume and over 30%. If the hydrogen fuel content is 5%or less, no special precautions are necessary and starting on this fuel mixturecan be permissible, assuming there are no other restrictive substances in themix.

 

For fuels containing more than 5%, but 30% or lesshydrogen, an alternative starting fuel may be required by local safety codesand a special exhaust system purge cycle is incorporated into the gas turbinestart sequence to eliminate accumulated fuels from an aborted start. Inaddition, special high point venting is required for both the fuel gas andturbine compartments since the fuel constituents are normally lighter than air.The vents hold the compartment at a slight vacuum relative to local ambient.Special precautions must also be taken to completely seal the fuel deliverysystem from leaks. Consult the local authorities for specific local safetycodes.

 

4

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| ***Fuel Gases for  Combustion in AeroDerivative Gas Turbines*** | *** *** | ***MID-TD-0000-1*** |
|-----------------------------------------------------------------|--------------|---------------------|

 

If the fuel contains more than 30% hydrogen, electricaldevices used in the fuel gas and turbine compartments should be certified foruse in Group B (explosive) atmospheres. Consult the local authorities forspecific local safety codes.

 

**2.4****                              ****RefineryGases**

 

Many hydrocarbon fuels contain olefin hydrocarboncompounds which have been thought to prohibit their use in aeroderivative gasturbines.

 

Fuel temperature is also a consideration in order to usestandard fuel nozzles and to avoid the possibilities of fuel polymerization.Maximum fuel temperature of 125°F (52° C) is recommended. It may be possible to go as highas 190°F (88° C), but this may require non-standard fuel nozzlesizing and should be considered on a case by case basis. Please contact GE forassistance.

 

Because refinery gas fuels usually have significant higherhydrocarbon and olefin content the combustor flame temperatures are typicallyhigher, resulting in higher than normal (high methane gas) NOx emissions.Contact GE for effect on emissions.

 

**3****                                        ****FUELPROPERTIES**

** **

**3.1****                              ****HeatingValue**

 

A fuel’s heat of combustion, or heating value, is theamount of energy, expressed in Btu (British thermal unit), generated by thecomplete combustion, or oxidation, of a unit weight of fuel. The amount of heatgenerated by complete combustion is a constant for a given combination ofcombustible elements and compounds.

 

For most gaseous fuels, the heating value is determined byusing a constant pressure, continuous type calorimeter. This is the industrystandard. In these units, combustible substances are burned with oxygen underessentially constant pressure conditions. In all fuels that contain hydrogen,water vapor is a product of combustion, which impacts the heating value. In abomb calorimeter, the products of combustion are cooled to the initialtemperature and all of the water vapor formed during combustion is condensed. Theresult is the HHV, or higher heating value, which includes the heat ofvaporization of water. The LHV, or lower heating value, assumes all products ofcombustion including water remain in the gaseous state, and the water heat ofvaporization is not available.

 

**3.2****                              ****ModifiedWobbe Index Range**

 

While gas turbines can operate with gases having a verywide range of heating values, the amount of variation that a single specificfuel system can accommodate is much less. Variation in heating value as itaffects gas turbine operation is expressed in a term identified as modifiedWobbe Index (Natural Gas, E. N. Tiratsoo, Scientific Press Ltd., Beaconsfield,England, 1972). This term is a measurement of volumetric energy and iscalculated using the Lower Heating Value (LHV) of the fuel, specific gravity ofthe fuel with respect to air at ISO conditions, and the fuel temperature, asdelivered to the gas turbine. The mathematical definition is as follows:

 

Modified Wobbe Index =*LHV/(SG**gas** x T)**1/2*

 

This is equivalent to:

 

Modified Wobbe Index =*LHV/[(MW**gas**/28.96)x T]****1/2*

 
| Where: |   |                                             |
|--------|--------|--------------------------------------------------|
| LHV    | =      | Lower Heating Value of the Gas Fuel (Btu/scf)    |
| SGgas  | =      | Specific Gravity of the Gas Fuel relative to Air |
| MWgas  | =      | Molecular Weight of the Gas Fuel                 |
| T      | =      | Absolute Temperature of the Gas Fuel (Rankine)   |
| 28.96  | =      | Molecular Weight of Dry Air                      |

 

5

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| ***MID-TD-0000-1*** | *** *** | ***Fuel Gases for  Combustion in AeroDerivative Gas Turbines*** |
|---------------------|--------------|-----------------------------------------------------------------|

 

The allowable modified Wobbe Index range is established toensure that required fuel nozzle pressure ratios be maintained during allcombustion/turbine modes of operation. When multiple gas fuels are suppliedand/or if variable fuel temperatures result in a Modified Wobbe Index thatexceed the ± 10% limitation, independent fuel gas trains, whichcould include control valves, manifolds and fuel nozzles, may be required forstandard combustion systems. For DLE applications the Wobbe Index range must bebetween 40 and 60. An accurate analysis of all gas fuels, along with fuel gastemperature profiles shall be submitted to GE for proper evaluation.

 

**3.3****                              ****SuperheatRequirement**

 

The superheat requirement is established to ensure thatthe fuel gas supplied to the gas turbine is 100% free of liquids. Dependent onits constituents, gas entrained liquids could cause degradation of gas fuelnozzles, and for DLE applications, premixed flame flashbacks or re-ignitions. Aminimum of 50°F (28° C)of superheat is required and is specified to provide enough margin tocompensate for temperature reduction due to pressure drop across the gas fuelcontrol valves.

 

**3.4****                              ****FlammabilityRatio**

 

Fuel gases containing hydrogen and/or carbon monoxide willhave a ratio of rich to lean flammability limits that is significantly largerthan that of natural gas. Typically, gases with greater than 5% hydrogen byvolume fall into this range and require a separate startup fuel. Consult thelocal authorities for specific local safety codes.

 

Fuel gases with large percentage of an inert gas such asnitrogen or carbon dioxide will have a ratio of rich—to—lean flammabilitylimits less than that of pure natural gas. Flammability ratios of less than 2.2to 1 as based on volume at ISO conditions (14.696 psia and 59°F(101.325 kPa and 15°C)), mayexperience problems maintaining stable combustion over the full operating rangeof the turbine.

 

**3.5****                              ****GasConstituent Limits**

 

Gas constituents are not specifically limited except tothe extent described in Fuel Gas Classification. These limitations are setforth to assure stable combustion through all gas turbine loads and modes ofoperation. Limitations are more stringent for DLE combustion systems where “premixed”combustion is utilized. A detailed gas analysis shall be furnished to GE forproper evaluation.

 

**3.6****                              ****Gas FuelSupply Pressure**

 

Gas fuel supply pressure requirements are dependent on thegas turbine model and combustion design, the fuel gas analysis and unitspecific site conditions. Minimum and maximum supply pressure requirements canbe determined by GE for specific applications.

 

**4****                                        ****CONTAMINANTS**

 

Dependent on the type of fuel gas, the geographicallocation and the forwarding means there is the potential for the “raw” gassupply to contain one or more of the following contaminants:

 

1. Tar, lamp black, coke

2. Water, salt water

3. Sand, clay

4. Rust

5. Iron sulfide

6. Scrubber oil or liquid

7. Compressor Lube oil

8. Naphthalene

9. Gas Hydrates

 

It is critical that the fuel gas is properly conditionedprior to being utilized as gas turbine fuel. This conditioning can be performedby a variety of methods. These include but are not limited to media filtration,inertial separation,

 

6

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| ***Fuel Gases for  Combustion in AeroDerivative Gas Turbines*** | *** *** | ***MID-TD-0000-1*** |
|-----------------------------------------------------------------|--------------|---------------------|

 

coalescing and fuel heating. Trace metal, particulate andliquid contamination limits are given below. These limits are given in partsper million by weight (ppmw) corrected to the actual heating value of the fuel.It is critical that fuel gas conditioning equipment be designed and sized so thatthese limits are not exceeded.

 

**4.1****                              ****Particulate**

 

Contamination limits for particulates are established toprevent fouling and excessive erosion of hot gas path parts, erosion andplugging of combustion fuel nozzles and erosion of the gas fuel system controlvalves. The utilization of gas filtration or inertial separation is required.The filtration level should be a beta ratio of 200 minimum (efficiency of99.5%) at 5μ or less. The total particulate should not exceed 30 ppm by weight.GE requires the use of stainless steel piping downstream of this last level offiltration.

 

**4.2****                              ****Liquids**

 

No liquids are allowed in the gas turbine fuel gas supply.Liquids contained in the fuel can result in nuisance and/or hardware damagingconditions. These include rapid excursions in firing temperature and gasturbine load, primary zone re-ignition and flashback of premixed flames, andwhen liquids carry over past the combustion system, melting of hot gas pathcomponents. When liquids are identified in the gas supply, separation andheating is employed to achieve the required superheat level.

 

**4.3****                              ****Sulfur**

 

There is no specific limit on natural gas fuel sulfurcontent if the engine is used in an application where both the fuel andenvironment are free of alkali metals. There are several concernsrelative to the levels of sulfur contained in the fuel gas supply. Many ofthese are not directly related to the gas turbine but to associated equipmentand emissions requirements. These concerns include but are not limited to:

 

**4.3.1****                    ****Hot GasPath Corrosion**

 

Typically, use of sulfur bearing fuels will not be limitedby concerns for corrosion in the turbine hot gas path unless alkali metals arepresent. Sodium, potassium and other alkali metals are not normally found innatural gas fuels, but are typically found to be introduced in the compressorinlet air in marine environments, as well as in certain adverse industrialenvironments. The total amount of sulfur and alkali metals fromall sources shall be limited to form the equivalent of 0.6 ppm of alkali metalsulfates in the fuel. Unless sulfur levels are extremely low, alkali levels areusually limiting in determining hot corrosion of hot gas path materials. Forlow Btu gases, the fuel contribution of alkali metals at the turbine inlet isincreased over that for natural gas and the alkali limit in the fuel istherefore decreased. The total amount of alkali metals (a) ingas fuels used with engines having marinized (corrosion-resistant) coatings onthe high pressure turbine blading shall not exceed 0.2 ppm (b).

 

----

(a)                                       Sodium, potassium, andlithium. Experience has shown that sodium is by far the preponderant alkalimetal, if any, found in gaseous fuels.

 

(b)                                      This limit assumes zeroalkali metals in the inlet air or injected water or steam. When actual levelsare above zero, the maximum allowable sodium content of the fuel must bereduced in accordance with the following relationship:

 
| ppm sodium inlet air x Air/Fuel Ratio      |                 | =      |
|--------------------------------------------|----------------------|--------|
| ppm sodium in water or steam x             |                 |   |
|                                       | Water or Steam ratio |   | = |
|                                       | Fuel                 |   |   |
|                                       |                 |   |
| ppm sodium in fuel                         |                 | =      |
| Total fuel equivalence for sodium from all |                 |   |   |   |
| sources not to exceed                      |                 |   | 0.2 ppm |   |

 

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| ***MID-TD-0000-1*** | *** *** | ***Fuel Gases for  Combustion in AeroDerivative Gas Turbines*** |
|---------------------|--------------|-----------------------------------------------------------------|

 

**4.3.2****                    ****HRSGCorrosion**

 

If heat recovery equipment is used, the concentration ofsulfur in the fuel gas must be known so that the appropriate design for theequipment can be specified. Severe corrosion from condensed sulfuric acidresults if a heat recovery steam generator (HRSG) has metal temperatures belowthe sulfuric acid dew point. Contact the HSRG supplier for additionalinformation.

 

**4.3.3****                    ****SelectiveCatalytic Reduction (SCR) Deposition**

 

Units utilizing ammonia injection downstream of the gasturbine for NOx control can experience the formation of deposits containingammonium sulfate and bisulfate on low temperature evaporator and economizertubes. Such deposits are quite acidic and therefore corrosive. These deposits,and the corrosion that they cause, may also decrease HRSG performance andincrease backpressure on the gas turbine. Deposition rates of ammonium sulfateand bisulfate are determined by the sulfur content of the fuel, ammonia contentin the exhaust gas, tube temperature and boiler design. Fuels having sulfur levelsabove those used as odorants for natural gas should be reported to GE . Inaddition, the presence of minute quantities of chlorides in the inlet air mayresult in cracking of AISI 300 series stainless steels in the hot gas path.Contact the SCR supplier for additional information.

 

**4.3.4****                    ****ExhaustEmissions**

 

Sulfur burns mostly to sulfur dioxide, but 5% to 10%oxidizes to sulfur trioxide. The latter can result in sulfate formation, andmay be counted as particulate matter in some jurisdictions. The remainder willbe discharged as sulfur dioxide. To limit the discharge of acid gas, somelocalities may restrict the allowable concentration of sulfur in the fuel.

 

**4.3.5****                    ****ElementalSulfur Deposition**

 

Solid elemental sulfur deposits can occur in gas fuelsystems downstream of pressure reducing stations or gas control valves undercertain conditions. These conditions may be present if the gas fuel containselemental sulfur vapor, even when the concentration of the vapor is a few partsper billion by weight. Concentrations of this magnitude cannot be measured bycommercially available instrumentation and deposition cannot therefore beanticipated based on a standard gas analysis. Should deposition take place,fuel heating will be required to maintain the sulfur in vapor phase and avoiddeposition. A gas temperature of 130°F (54°C) or higher may be required at the inlet to the gas control valves toavoid deposition, depending on the sulfur vapor concentration. The sulfur vaporconcentration can be measured by specialized filtering equipment. If required,GE can provide further information on this subject.

 

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| ***Fuel Gases for  Combustion in AeroDerivative Gas Turbines*** | *** *** | ***MID-TD-0000-1*** |
|-----------------------------------------------------------------|--------------|---------------------|

 

**APPENDIX 1 – DEFINITIONS**

** **

***Dew Point***

 

This is the temperature at which the first liquid dropletwill form as the gas temperature is reduced. Common liquids found in gas fuelare hydrocarbons, water and glycol. Each has a separate and measurable dewpoint. The dew point varies considerably with pressure and both temperature andpressure must be stated to properly define the gas property. Typically, thehydrocarbon dew point will peak in the 300 to 600 psia (2068 to 4137 kPa)range.

 

***Dry SaturatedConditions***

 

The gas temperature is at, but not below or above, the dewpoint temperature. No free liquids are present 

 

**Gas Hydrates**

 

Gas hydrates are semi–solid materials that can causedeposits that plug instrumentation lines, control valves and filters. They areformed when free water combines with one or more of the C1 through C4hydrocarbons. Typically the formation will take place downstream of a pressurereducing station where the temperature drop is sufficient to cause moisturecondensation in a region of high turbulence. Because hydrates can cause majorproblems in the gas distribution network, the moisture content is usuallycontrolled upstream at a dehydration process station.

 

***Gas Hydrate FormationLine***

 

This is similar to the dew point line except thetemperature variation with pressure is much less. The hydrate line is alwaysbelow or at the moisture dew point line as free water must exist in order forhydrates to form. Maintaining 50°F of superheat above the moisturedew point will eliminate hydrate formation problems.

 

***Glycol***

 

Glycol is not a natural constituent of natural gas but isintroduced during the dehydration process. Various forms of glycol are used,diethylene and triethylene glycol being two most common. In some cases glycolis injected into the pipeline as a preservative. In most cases, glycol may onlybe a problem during commissioning of a new pipeline or if an upset has takenplace at an upstream dehydration station.

 

***Superheat***

 

This is defined as the difference between the gastemperature minus the liquid dew point. The difference is always positive orzero. A negative value implies that the value is being measured at twodiffering states of pressure and temperature and is not valid. A measured gastemperature below the theoretical dew point means that the gas is in a wetsaturated state with free liquids present.

 

***Saturation Line***

 

This is the same as the dew point line.

 

***Wet SaturatedConditions***

 

A point where a mixture consists of both vapor andliquids.

 

9

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| *GE Energy* | *MID-TD-0000-6* |
|-------------|-----------------|
| * *    | *October 2007*  |

 

**Lubricating Oil Specification for GE**

**Aircraft Derivative Gas Turbines**

 

This document provides the requirements andapplication guidelines for selection of lubricating oils which can besatisfactorily utilized in GE Marine and Industrial AeroderivativeApplications. It is recommended that the lubricating oil selected be reviewedwith GE prior to its use.

 

**1.0          Oil Specifications**

 

Oils conforming to the US Department ofDefense (DoD) Specifications shown in paragraph 2.1 are acceptable for use inGE Aircraft Derivative gas turbines, provided they are listed on the QualifiedProduct List (QPL) for the specific Specification.

 

**1.1          Commercial Specifications**

 

Commercially available synthetic basedlubricating oils, per the Supplier’s Specification, are acceptable for use inGE Aircraft Derivative gas turbines, provided they are listed in Section 4of this document. Such oils largely conform to the primary requirements of theoils in Section 1.0, but certain variations have been approved. Such oilshave been qualified by the Supplier to meet the requirements of this document.

 

**2.0          Applicable Documents**

 

The following documents shall form a part ofthis document to the extent specified herein. Unless a particular issue isspecified, the latest revision shall apply.

 

**2.1          US DoD Specifications**

 
| MIL-PRF-23699 |   | Lubricating Oil, Aircraft Turbine Engines, Synthetic Base,  Class STD |
|---------------|--------|----------------------------------------------------------------------------|
|          |   |                                                                       |
| MIL-L-7808    |   | Lubricating Oil, Aircraft Turbine Engines, Synthetic Base, Type 1          |

 

**2.2          American Society of Testing andMaterials.**

 

The following documents are available fromAmerican Society for Testing and Materials, Customer Service, 100 Barr HarborDrive, West Conshohocken, PA 19428-2959:

 
| ASTM D2532 |   | Low Temperature Viscosity |
|------------|--------|---------------------------|
|       |   |                      |
| ASTM D97   |   | Pour Point                |
|       |   |                      |
| ASTM D445  |   | Kinetic Viscosity         |

 

1

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| *MID-TD-0000-6* | *GE Energy* |
|-----------------|-------------|
| *May 2004*      | * *    |

 

**3.0          Requirements**

 

The lubricating oil shall conform to therequirements of MIL- PRF -23699, however, exceptions to the followingrequirements will be considered:

 

·                  Low temperature Viscosity when tested per ASTMD2532.

 

·                  Pour Point when tested per ASTM D97.

 

·                  Viscosity at 40°C and100°C when tested per ASTM D445

 

·                  Base Stock Composition

 

The specific variations to MIL-PRF-23699 shallbe provided by the oil supplier, along with performance difference impacts, forreview by GE.

 

**3.1          Material Compatibility**

 

The lubricating oil shall be compatible withthe same elastomer seal and metallic materials as the MIL-PRF-23699 compliantlubricating oils are.

 

The lubricating oil shall be mixable withMIL-PRF-23699 or MIL-L-7808 compliant oil in a ratio of up to 5% of either oil,without adversely affecting the property integrity of the majority, oroperating, oil. Mixing of oils is not intended, but will result due to enginelocation changes.

 

**4.0          Qualification**

 

Lubricating oil shall be considered qualifiedand acceptable for use in GE Aircraft Derivative gas turbines demonstratingconformance to the requirements and after being listed in paragraph 4.4. Thequalification program shall be carried out by the oil supplier in conjunctionwith a sponsoring gas turbine owner/operator. GE’s participation will belimited to technical consultation, review and final approval only.

 

**4.1          Performance Tests**

 

The oil supplier shall conduct tests inaccordance with the requirements of MIL-PRF-23699 and compare the results withthe requirements stated therein. All results, and specifically the variationsto MIL-PRF-23699 requirements, shall be reviewed with GE prior to initiation ofService Evaluation Testing. Specifically, the material presented for reviewshall include, as minimum, the following:

 

·                  Physical/Chemical Properties and variations toMIL-PRF-23699

 

·                  Expected impact to operating systems due toProperty variations

 

·                  Material Compatibility Lists & Testresults

 

·                  Oil Coking Test Results

 

2

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| *GE Energy* | *MID-TD-0000-6* |
|-------------|-----------------|
| * *    | *October 2007*  |

 

**4.2          Service Evaluation Tests**

 

The oil shall undergo service evaluationtesting in a LM Series gas turbine application(s). The sponsoring operatorwill accept total responsibility for all results related to operating with thecandidate lubricating oil. The service evaluation engine shall have a knownhardware condition baseline, based on depot inspection or new delivery,immediately prior to the service evaluation test.

 

Service evaluation testing shall be conductedon a minimum of three LM series gas turbines, each accumulating at least 8,000operating hours, at a baseload operating site, prior to inspection. Duringoperation, periodic oil samples shall be tested and trended for physical andchemical property changes. Inspection shall be performed at an authorizeddepot, and shall be in accordance with the applicable repair manual.

 

Inspection shall be focused on the oil wettedparts, including the bearings, gears, elastomer seals, sump oil seals,actuators, and lube/hydraulic pumps. GE will be permitted to witness any of theinspections, at the discretion of GE.

 

**4.3          Qualification Report**

 

The oil supplier, and/or operator, shallprepare and submit a Final Qualification Report to GE. The report shallinclude, as a minimum, the following:

 

·                  Oil Brand Description including the completeformulation

 

·                  Certified physical, chemical and performance testresults

 

·                  Material Safety Data Sheets

 

·                  Service evaluation test history including allsignificant operational and maintenance events

 

·                  Service evaluation oil sample trending results

 

·                  Final depot engine inspection results

 

Upon final review and approval of the FinalQualification Report by GE, the candidate oil will be included on the approvedoils list.

 

Formulation changes affecting any approvedperformance characteristics must be reviewed with GE for impact onqualification results.

 

**4.4          Approved Lubricating Oils**

 

In addition to the oils listed on QPL-23699 (Class STD)and QPL-7808, (Qualified Products List), the following lubricating oils areapproved for use in GE Aero Derivative gas turbines and gas generators:

 

1.             None at this time.

 

3

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| *GE Energy* | *MID-TD-0000-3* |
|-------------|-----------------|
| * *    | *June 2004*     |

 

**Requirements for Water and SteamPurity for**

**Injection in Aero Derivative GasTurbines**

 

**1.1****                              Scope**

 

This document establishes the purityrequirements for water for NOx suppression and SPRINT® injection into gas turbine enginesand for Steam for injected into the gas turbine whether for NOx suppression orpower augmentation.

 

**1.2****                              Definitions**

 

For the purpose of this specification, thefollowing definitions shall apply:

 

NOx Suppression Water - Water introduced intothe engine combustor for the purpose of suppressing the oxides of nitrogen(NOx) in the engine exhaust gases.

 

SPRINT® Water –Water introduced into the engine inlet or into the high pressure compressorinlet for purpose of power enhancement.

 

**2.****                                     Applicable Documents**

 

**2.1****                              American Society of Testing and MaterialsPublications.**

 
| ASTM D512  |   | Standard Test Method for Chloride Ion in Water                                 |
|------------|--------|--------------------------------------------------------------------------------|
|       |   |                                                                           |
| ASTM D516  |   | Standard Test Method for Sulfate Ion in Water                                  |
|       |   |                                                                           |
| ASTM D859  |   | Standard Test Method for Silica in Water                                       |
|       |   |                                                                           |
| ASTM D1066 |   | Standard Practice for Sampling Steam                                           |
|       |   |                                                                           |
| ASTM D1125 |   | Standard Test Method for Electrical Conductivity and Resistivity of  Water     |
|       |   |                                                                           |
| ASTM D3370 |   | Standard Practices for Sampling Water from closed Conduits                     |
|       |   |                                                                           |
| ASTM D4191 |   | Standard Test Method for Sodium in Water by Atomic Absorbtion  Spectography    |
|       |   |                                                                           |
| ASTM D4192 |   | Standard Test Method for Potassium in Water by Atomic Absorbtion  Spectography |
|       |   |                                                                           |
| ASTM D5907 |   | Standard Test Method for Filterable and Non-Filterable Matter in  Water        |
|       |   |                                                                           |
| ASTM D5464 |   | Standard Test Method for pH of Water with Low Conductivity                     |

 

1

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| *MID-TD-0000-4* | *GE Energy* |
|-----------------|-------------|
| *June 2004*     | * *    |

 

**2.2****                              Environmental Protection Agency (EPA) Test Methods**

 
| EPA 160.3 |   | Residue, Non-Filterable and Total Suspended Solids |
|-----------|--------|----------------------------------------------------|
|      |   |                                               |
| EPA 150.1 |   | pH Electrometric                                   |
|      |   |                                               |
| EPA 120.1 |   | Conductance, Specific Conductance at 25°C     |
|      |   |                                               |
| EPA 200.7 |   | Metals & Trace Elements                   |
|      |   |                                               |
| EPA 325.3 |   | Chloride, Titrimetric Mercuric Nitrate             |
|      |   |                                               |
| EPA 375.4 |   | Sulfate, Turbidimetric                             |

 

**3.****                                     Water Requirements**

 

**3.1****                              Water Sampling Requirements**

 

The sampling shall be in accordance with ASTMD3370. A minimum of one (1) gallon or four (4) liters shall besupplied.

 

**3.2****                              Water Purity Requirements**

 

The water shall meet the followingrequirements when tested in accordance with the designated test method:

 
| ** **                                                         | ** ** | **Limit** | ** ** | **Test Method**               |
|--------------------------------------------------------------------|------------|-----------|------------|------------------------------------|
| Total Suspended Solids and Total  Dissolved Solids, mg/L, max | ** ** | 5         |       | ASTM D5907 or  EPA 160.3           |
| pH                                                                 | ** ** | 6.0 - 8.0 |       | ASTM D5464 or  EPA 150.1           |
| Conductivity, μS/cm at 25°C                              | ** ** | <1.0   |       | ASTM D1125 or  EPA 120.1           |
| Sodium + potassium, ppm, max                                       | ** ** | See 3.3   |       | ASTM D4191 and D4192 or  EPA 200.7 |
| Silica (SiO2), mg/L, max.                                          | ** ** | 0.1       |       | ASTM D859 or  EPA 200.7            |
| Chlorides, mg/L, max                                               | ** ** | 0.5       |       | ASTM D512 or  EPA 325.3            |
| Sulfates, mg/L, max                                                | ** ** | 0.5       |       | ASTM D516 or  EPA 375.4            |

 

2

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| *GE Energy* | *MID-TD-0000-3* |
|-------------|-----------------|
| * *    | *June 2004*     |

 

**3.3          Sodium & Potassium Limits inWater or Steam**

 

The maximum amount of NA + K allowed in thewater or steam injected into the engine depends upon the total NA + Kcontamination from all sources; i.e., from the fuel, air, water and steam. Themaximum Na + K allowed is determined from the equation:

 

**(ppmFuel)+ (ppmAir)*A/F + (ppmWater)*W/F + (ppmSteam)*S/F = 0.2 ppm**

 
| Where:   |   |                              |
|----------|--------|-----------------------------------|
|     |   |                              |
| ppmFuel  | =      | Parts per million Na + K in fuel  |
|     |   |                              |
| ppmAir   | =      | Parts per million Na + K in Air   |
|     |   |                              |
| ppmWater | =      | Parts per million Na + K in water |
|     |   |                              |
| ppmSteam | =      | Parts per million Na + K in steam |
|     |   |                              |
| A/F      | =      | Air/Fuel Ratio (Wt. Basis)        |
|     |   |                              |
| W/F      | =      | Water/Fuel Ratio (Wt. Basis)      |
|     |   |                              |
| S/F      | =      | Steam/Fuel Ratio (Wt. Basis)      |

 

**3.4          Water Filtration Requirements**

 

The water shall contain no particles largerthan 20 microns absolute.

 

3

----

 
| *MID-TD-0000-4* | *GE Energy* |
|-----------------|-------------|
| *June 2004*     | * *    |

 

**4.0          Steam Requirements**

 

**4.1          Steam Purity**

 

The Steam shall meet the followingrequirements when tested in accordance with the designated test method:

 

·                  Sodium + Potassium (Na +K) – See paragraph 3.3

 

·                  Total Conductivity (Cation + Anion)

 

Normal:                                  <1.5 μS/cm (95% of operation time)

Abnormal:                             < 2.0 μS/cm (5% of operating time)

 

·                  Total Solids

 

The maximum total solids depends on thesteam/fuel weight ratios at which the gas turbine is to operate in the specificapplication. The value is determined form the following figure. Contaminantsize shall not exceed 250 microns. With the exception of silica, there is nodifferentiation between types of solids as long as other limitations of thissection are met. Silica in the steam is limited to 20 ppb.

 

 

**4.2          Steam Sampling**

 

Steam samples should be taken in accordancewith ASTM D1066.

 

4

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**Attachment 2 -Schedule Options**

 

60

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**Schedule of Options**

 

This schedule of options is designed todescribe only those options that have either been quoted separately to theBuyer or have not yet been elected by the Buyer as of the Effective Date ofthis Contract.  The Buyer shall have theright to select the below options in accordance with the provisions set forthbelow. If elected, the Parties shall execute a Change Order and the price forthese options shall be added to the Contract Price set forth in Article 3of the Contract.

 
| **Proposal  Reference** | ** ** | **Description**                    | ** ** | **Addition to  Contract Price  US Dollars** | ** ** | **Deadline for Exercise  Of Option**                                        |
|-------------------------|------------|------------------------------------|------------|---------------------------------------------|------------|-----------------------------------------------------------------------------|
| ** **              | ** ** | ** **                         |       |                                        | ** ** | ** **                                                                  |
| Lineside Cubicle Entry  |       | Top Bus Duct Entry                 |       | $0                                          |       | On or before either the  Order Definition Meeting or  October 15, 2008 |
|                    |       |                               |       |                                        |       |                                                                        |
| Lineside Cubicle Entry  |       | Top Cable Entry                    |       | $0                                          |       | On or before either the  Order Definition Meeting or  October 15, 2008 |
|                    |       |                               |       |                                        |       |                                                                        |
| Attachment 1            |       | Optional Gas Turbine Generator Set |       | $18,082,000                                 |       | On or before January 31, 2009                                          |
|                    |       |                               |       |                                        |       |                                                                        |
| Section 14.1       |       | 6-month Passive Warranty Extension |       | $90,000 / Unit                              |       | On or before either the  Order Definition Meeting or  October 15, 2008 |

** **

**Optional Lineside Cubicle Entry Configuration**

** **

**Top Bus Duct Entry**

** **

The standard lineside cubicle is configuredfor bottom cable entry.  With thisoption, the lineside cubicle is configured for top bus duct entry.

 

**Top Cable Entry**

** **

The standard lineside cubicle is configured for bottom cableentry.  With this option, the linesidecubicle is configured for top cable entry.

 

**Optional Gas Turbine Generator Set**

** **

The Buyer shall have a one-time option to purchase One (1) additionalUnit at the pricing provided for in the above table.  This option, if executed in accordance withthese provisions, is subject to prior sale. The Buyer may elect to exercise this option at the Buyer’s solediscretion, provided that the Buyer executes a Change Order on or before January 31,2009.  The purchase of an additional Unitpursuant to the exercise of such option will be subject to the terms and 

 

61

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conditions of this Contract, except as otherwise provided herein, andshall be done in accordance with the Change Order provisions of this Contract.  The Scheduled Delivery Date for the optionalUnit will be within the timeframe of July 1, 2010 and September 30,2010 and will be at Seller’s discretion. Provided that the Scheduled Delivery Date for the optional Unit is setno later than September 30, 2010, then the Contract Price of such Unitwill be as set forth above.

 

**6-Month Passive Warranty Extension**

** **

Seller has an option to extend the 30-month duration in Section 14.1(iii) to 36-months by executing a Change Order in accordance with theprovisions of this Contract for the price in the above table.

 

62

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**Attachment 3 -Lien Waiver Form**

 

63

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**Waiver of Lien**

 

The undersigned, GE Packaged Power, Inc.(Seller), for and in consideration of payments for work performed and materialsfurnished to                                    (Buyer), pursuant to the Contract between the Seller and the Buyer dated                            ,hereby waives and releases any and all liens and claims or right to liens onthe assets of the Buyer, including, but not limited to the work performed andthe materials furnished pursuant to the Contract, provided that Buyer remitspayment for the following outstanding invoices:

 

All bills or accounts for labor, material andservices furnished in performance with the Contract will be paid by Seller toits Suppliers in accordance with the contractual terms of the agreementsbetween the relevant Suppliers and Seller and Seller shall indemnify Buyeragainst any such failure of Seller to pay its debts to Suppliers when due.

 

Dated this                  day of                                                            200  .

 

 
|   | Seller                         |
|--------|--------------------------------|
|   |                           |
|   |                           |
|   | (GE Packaged Power, Inc.) |
|   |                           |
|   |                           |
|   | (Signature of Officer)         |
|   |                           |
|   |                           |
|   | (Printed Name Of Officer)      |

 

64

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**Attachment 4 -Scheduled Delivery Date(s)**

 

65

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| **Unit Number** | ** ** | **Equipment Description**                  | ** ** | **Scheduled Delivery Date** |
|-----------------|------------|--------------------------------------------|------------|-----------------------------|
| ** **      | ** ** | ** **                                 | ** ** | ** **                  |
| Unit #1         |       | LM6000 Gas Turbine Generator (GTG) Package |       | 18 September 2009      |
|            |       |                                       |       |                        |
| Unit #2         |       | LM6000 Gas Turbine Generator (GTG) Package |       | 23 October 2009        |
|            |       |                                       |       |                        |
| Unit #3         |       | LM6000 Gas Turbine Generator (GTG) Package |       | 27 November 2009       |

 

66

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***Attachment 5 - Test Procedures and Protocol***

 

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| **g** | **GE Energy** |
|-------|---------------|

 

**SPECIFICATION FOR GAS TURBINEGENERATOR PERFORMANCE TEST MEASUREMENT (SGTGPTM) - LM6000PD SPRINT**

 

## I.                                        INTRODUCTION

##  

An Owner’s acceptance of agas turbine power generation facility is usually preceded by proof ofcompliance with specific performance requirements for the gas turbine generatorset(s).  GE Energy provided a performanceguarantee of Gross Power Output and Gross Heat Rate that is passed through tothe Owner.

 

If the Customer plans touse the results of the field test as a basis to determine the fulfillment ofcontractual requirements, a manufacturer’s representative will provide thefollowing field services:

 

·                  Supervise collection of data by owners,operators, engineers or other qualified parties for the gas turbine generatorset.

·                  Validate calibration of pertinent instruments.

·                  Reduce the recorded data in accordance with themanufacturing site performance data correction procedure.

·                  Issue a field performance test report.

 

II.                                    SCOPE AND PURPOSE

 

The primary purpose ofthis test shall be to demonstrate the guaranteed generator electrical outputand heat rate for GE Aeroderivative Gas Turbine Generator (GTG).  The guarantee power level will be achievedwithout exceeding specified engine control limits: High-pressure rotor speed,high-pressure compressor discharge pressure and temperature, and low-pressureturbine inlet temperature.  In addition theguarantee power and heat rate will be achieved while ensuring that the GTG isnot running with any vibration alarms present.

 

Other tests, suchas emissions and noise, are typically identified by the permitting regulatoryagency and, therefore, not covered in this document.

 

The scopes of responsibilities,for all parties involved in the performance test, are as follows:

 

·                  One GE ENERGY Test Engineer who is responsiblefor supervising all aspects of the test.

·                  GE ENERGY and Customer representatives will beresponsible for recording the data that is being collected.

·                  The GE ENERGY test engineer performs thecomputations of the test results.

·                  Personnel are to be provided by Customer toassist in logging manual data or collecting fuel samples.

·                  One operator representing the Customer will be responsiblefor operating the unit. The operator maybe assisted by GE ENERGY ControlsTechnician.

·                  A compressor cleaning crew will be utilized foran offline compressor water wash. This 

 

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| **g** | **GE Energy** |
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procedure is to be conducted nomore than three days prior to the performance test.

·                  In addition to the above, CUSTOMER, independentengineers, and GE ENERGY may have observers on the site during the test.

 

## III.                                TEST PROCEDURE

##  

GEEnergy testing procedures are in general compliance with ASME PTC 22-1997.  Comments to ASME PTC 22-1997 are available for review.

 

A.                                  Test Setup

 

The customer will makeevery effort to insure the test takes place before 200 fired hours have elapsedon each gas turbine engine. Furthermore, the GTG must operate at steady baseload and in new and clean condition for 24 cumulative hours prior to commencingthe test.  GE Energy representativesshall determine, in their sole discretion, whether the GTG meets thesecriteria.

 

If more than 200 fired hours have elapsed before thetest, GE Energy shall have the right to inspect the turbine to determine thecondition of the unit. If, at GE Energy’s sole discretion, the subject unit isnot in new and clean condition, appropriate action shall be taken to put theunit in new and clean condition. After 200 fired hours, degradation factors,for gross power and gross heat rate, may be applied.

 

B.                                    Preparation

 

An off-line water wash isto be conducted on the unit, no more than 3-days prior to the scheduledperformance test of initial unit.

 

Test instruments used fordeterminations shall be calibrated in accordance to the National Institute ofStandards and Technology. GE Energy will provide calibration certificates forinstruments brought to site for the performance test. GE Energy on packageinstrumentation providing signals to the unit’s Turbine Control Panel will bechecked and properly adjusted prior to testing. **NOTE:** Additional details of the instrument requirements are provided in*Table 1 –Accuracy of Required Instruments* at the end ofthis document.

 

C.                                    Conduct of the Test

 

**1.****             ****Definition of Test Boundary**

 

The test boundaryestablishes the equipment to be included in the test. All input and outputenergy streams must be determined with reference to the point at which theycross the test boundary.

 

The test boundaryfor this test includes the Gas Turbine Generator and Control Limits.

 

2

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| **g** | **GE Energy** |
|-------|---------------|

 

**2.****            ****Determination of GTGSteady State Condition**

 

Test data will be recorded only when the GTG is operating at a steadystate base load condition as defined by the following parameters:

 
| · | Compressor Inlet Temperature, T2 | ±4.0°F |
|--------|----------------------------------|------------------|
| · | Barometric Pressure              | ±0.5%       |
| · | Power Output                     | ±2.0%       |

#  

**3.****            ****Test Duration and Number of Data Sets**

 

One test point will be conducted over a (50) *fifty-minute period*. A test point is defined as six complete sets of instrument readingsrecorded at (10) *ten-minute intervals*.

 

**4.****            ****Data Collection Methodology**

 

Data collection methodology will be as follows:

 

·                  One GE ENERGY Test Engineer who is responsiblefor supervising all aspects of the test.

·                  GE ENERGY and Customer representatives will beresponsible for recording the data that is being collected.

·                  Personnel are to be provided by Customer toassist in logging manual data or collecting fuel samples.

·                  One operator, representing Customer, will beresponsible for operating the unit. The operator maybe assisted by GE ENERGYControls Technician

·                  Manually collected data:  Designated personnel provided by both GEENERGY and Customer will collect all test data manually.

·                  Automated data collection:  Aside from printed HMI screens, there is noother automated data collection associated with this test.

·                  Data sampling frequency: A complete data set willbe collected once every ten (10) minutes.

 

The Customer and GE Energy representative will sign alldata sheets at the completion of the test. The Customer will be provided withcopies of all data sheets.  GE Energywill retain the originals for use in preparing the official test report.

 

**5.****            ****Gas Fuel Analysis and Sampling**

 

The owner will arrange for sampling and analysis offuel.  Analysis of fuel shall givecomposition of the natural gas in mole %, HHV, LHV (per ASTM D-1945), andspecific gravity (per ASTM D-3588).  SeeAppendix IV for analysis methods.

 

Three (3) fuelsamples are to be collected during the performance test. First sample at thebeginning of the test, second sample approximately 25 minutes into the test,and the third sample at the conclusion of the test.  Sample bottles are to be marked with thetime, data, unit/sample number, and fuel temperature at time of test.

 

3

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| **g** | **GE Energy** |
|-------|---------------|

 

Two (2) of the three (3) samples are to besealed, labeled and sent off for analysis by GE Energy.  The third sample is to be held at the siteuntil such time as the results of the analyzed samples are reviewed and deemedacceptable by GE Energy and Customer.

 

## IV.                                INSTRUMENTS REQUIRED

##  

Table 1 gives a general list of the test equipment,recommended accuracies, and parties responsible for supplying such equipment toconduct the performance test. GE will also provide the following equipment tosupplement any equipment not supplied by the customer:  power meter, barometer, psychrometer,inlet plenum manometer, and exhaust duct manometer.

 

A.                                  Generator Power Output

 

Generator output shall be measured by a precision3-phase wattmeter.

 

GE Energyfurnished current transformers are certified to ±0.3%accuracy.  A total kW monitoring systemuncertainty of ±0.5% is attainable with this calibratedsystem.

 

B.                                    Fuel Heat Input - Gaseous Fuels

 

The GTG package does not include a fuel meter.  Fuel flow is measured via flow meteringvalves.  The accuracy of the flowmetering valves will not meet the required specification for performance testfuel measurement.  Therefore the ownerwill need to provide a fuel-measuring device, which will have an accuracy of ±0.8% or better.

 

Pressure at the fuel gas meter is to be measured with apressure transducer having ±0.25% accuracy. Temperature at the fuel gas meter is to be measured an accuracy of ±1°F.  Flow isto be converted from Actual line conditions to Standard conditions.Compressibility of the fuel will be determined using the performance test fuelanalysis.

 

C.                                    Engine Inlet Air Conditions

 

Ambient Dry, and Wet Bulb are to be measured with apsychrometer shielded from direct sunlight. Relative Humidity is to bedetermined using a psychometric chart.

 

Compressor Inlet Temperature (T2) will be measured usingthe two RTDs located at the inlet of the compressor. Expected uncertaintyrelative to true mean engine inlet temperature is ±1.0 F.

 

Barometric pressure at the test site shall be measuredwith a barometer accurate to ±0.01 inches of mercury.

 

The engine inlet air relative humidity will beequivalent to the ambient relative humidity. If the inlet air to the unit is evaporative cooled, the engine inlethumidity shall 

 

4

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| **g** | **GE Energy** |
|-------|---------------|

 

then be determined using the ambient dry and wet bulbtemperatures, the compressor inlet temperature and a psychometric chart. Atotal accuracy of ±0.001-inlet water/air ratio is expected.

 

Engine inlet pressure loss shall be measured with aslack tube manometer with one line installed on the calibration valve of the P0pressure transmitter and the other open to atmosphere.  A total accuracy of ±0.25 inches of water is assumed. Alternately, inlet pressure loss may be calculated by taking thedifference of barometric pressure and the P0 value.

 

D.                                   Engine Exhaust Static Pressure

 

For exhaust loss measurement a slack tube manometer willbe utilized if a connection port is made available.  The customer is responsible for supplying a 1⁄4”test port connection for exhaust loss measurement.  GE does not provide test ports between theturbine exhaust and exhaust stack, SCR, or boiler.

 

Engine exhaust static pressure shall be measured at thedischarge of the engine exhaust collector upstream of any heat recovery, catalyticconverter or sound attenuation equipment. A total accuracy of ±0.25 inches of water is assumed

 

Typically themeasurements taken between the exhaust duct and stack will fluctuate greatlydue to the short length of duct and turbulent flow.  Due to the fluctuating reading, an accurateexhaust loss reading may not be achievable. Should this be the case, the design value for exhaust loss will be used.

 

## V.                                   ENGINE LIMIT ASSESSMENT

##  

The following UnitControl Limit Parameters are to be recorded during the performance test forengine limit assessment:

 

·                  High Pressure Rotor speed, XN25

·                  Compressor Discharge Pressure, PS3

·                  Compressor Discharge Temperature, T3

·                  Low Pressure Turbine Inlet Temperature, T48

 

## VI.                               TEST EXECUTION

##  

The GEENERGY Performance Engineer has the overall responsibility for starting andstopping test, for directing plant operation and the test personnel, and forall other aspects of the test execution. However, the test director may notdeviate from the test plan without prior mutual agreement by all parties to thetest.

 

5

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| **g** | **GE Energy** |
|-------|---------------|

 

**A.****                            **Unit OperatingConditions

 

**1.****             Permissible Mode of Unit Control:**

 

AllUnit components will be operating within the respective manufacturer’sspecified continuous operating limits at base load. Test data will be recordedonly when GTG is at base load and at a control limit (T3, PS3, and/or T48), andall test instrumentation are functioning satisfactory and in steady statecondition for at lease 30 minutes prior to testing.  Please Note: If unit is in XNSD control, MWLimit Control, and/or Maximum or Minimum Fuel Control, then the performancetest will not be conducted.

 

**2.****             Operating Status of GTG Package Auxiliary Loads:**

 

Thetest should be conducted with normal auxiliary package service loads inoperation. All GTG Package Auxiliary and BOP equipment loads are to be excludedfrom the test.

 

**3.****             Emissions:**

 

CombustionMapping must be completed prior to the performance test to insure the GTG meetsthe guarantee emission requirements.  Theperformance test will not be conducted if emissions are in excess of theguaranteed limits.

 

**B.****                            **Permissible VariableDeviations During Test Runs

 

**1.****            ****Typical Performance Test RestartSituation:**

 

Any deviation outside of the following limits will require at restartof the performance test from that point forward until a complete 50-minute testhas been completed and the permissible variable deviations are with in thelimits listed.

 
| · | Compressor Inlet Temperature | ±4.0°F |
|--------|------------------------------|------------------|
| · | Barometric Pressure          | ±0.5%       |
| · | Power Output                 | ±2.0%       |

 

**2.****             ****TypicalPerformance Test Abort Situation:**

 

·                  SPRINT must be online for the performance test,if SPRINT flow goes offline during the performance test, then the test will beaborted.

·                  The unit must be at base load withall systems operating (Inlet Heater if required, Inlet Chiller if applicable,gas compressors if required, etc...). If any of these systems go offline duringthe performance test, the test will be aborted.

·                  If the unit trips offline for anyreason, then the test will be aborted.

·                  Unit goes into Maximum or MinimumFuel Control.

 

The performance test will be restarted as soon asthe problem leading up to the abort situation is rectified.

 

6

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| **g** | **GE Energy** |
|-------|---------------|

 

### VII.                           EVALUATION OFTEST RESULTS

###  

The Gas Turbine Generators are designed and guaranteed to produce acertain output with a certain heat rate for a given set of ambient andoperating conditions. As the ambient conditions deviate from the design values,the actual performance of the GTG changes. The ambient conditions at the timeof testing are likely to be different from the values stated in the basis ofguarantee. To account for these deviations from design ambient conditions,site-specific correction will be applied to the raw data to derive equivalentdesign condition results.

 

A.                                  Methodology for DataReduction

 

**Procedureto be used in the calculation of corrected results:**

 

**Where,**

 

**Gross Corrected Power  = MeasuredPower at GT Generator Terminals Corrected for the Parameters Listed AppendixII, Section A**

 

**Gross Corrected Heat Rate = Calculated Heat Rate Corrected for theParameters Listed Appendix II, Section A**

 

B.                                    Method and criteria forevaluation of test results with regard to guaranteed performance

 

GE ENERGY will evaluatetest data once test fuel analyses are received. Test data correction is performed in accordance with this document alongwith site specific correction curves.

 

Whencompliance decisions are required based on the test, the parties involved mustrecognize the total tolerance due to measurement uncertainties associated witheach particular test result.

 

Eachmeasured test parameter’s tolerance is defined as twice the estimated standarddeviation (2 sigma).  The uncertainty inthe compliance parameter resulting from this tolerance is calculated for eachmeasured test parameter.  Theseuncertainties are then combined by root-sum-square analysis to obtain the totaluncertainty for that compliance parameter. *Table 2* illustrates typical uncertaintycalculations. The unit will be considered acceptable when the corrected testresults are equal or better than the guaranteed value with allowance for testuncertainty.

 

Afull test report will be issued to the customer two weeks after the fuel analysishas been received.

 

7

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| **g** | **GE Energy** |
|-------|---------------|

 

##### ***Table1: Accuracy of Required Instruments***

 
| **Instruments**              | ** ** | **Customer** | ** ** | **GE ENERGY** | ** ** | **Recommended** | ** ** |
|------------------------------|------------|--------------|------------|--------------------|------------|-----------------|------------|
| ** **                   | ** ** | ** **   | ** ** | ** **         | ** ** | ** **      | ** ** |
| **Dry Engine Operation**     | ** ** | ** **   | ** ** | ** **         | ** ** | ** **      | ** ** |
| Recording wattmeter          |       | X            |       |               |       | +0.5%           |       |
| Potential transformers       |       | X            |       |               |       | +0.3%           |       |
| Current transformers         |       |         |       | X                  |       | +0.3%           |       |
| GT thermocouple system       |       |         |       | X                  |       | +3.0°F     |       |
| Primary fuel gas meter       |       | X            |       |               |       | +0.8%           |       |
| Fuel gas sampling device     |       | X            |       |               |       | Lab             |       |
| Fuel gas pressure sensor     |       | X            |       |               |       | +0.25%          |       |
| Fuel gas temperature sensor  |       | X            |       |               |       | +1.0°F     |       |
| Engine inlet temperature (2) |       |         |       | X                  |       | +1.°F      |       |
| Ambient air thermocouples    |       | X            |       |               |       | +1.°F      |       |
| Barometer                    |       | X            |       |               |       | +0.015 in Hg.   |       |
| Ambient air psychrometer     |       | X            |       |               |       | +1.°F      |       |
| Inlet plenum manometer       |       | X            |       |               |       | +0.25in. H2O    |       |
| Exhaust duct manometers      |       | X            |       |               |       | +0.25in. H2O    |       |

 

8

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| **g** | **GE Energy** |
|-------|---------------|

 

##### ***Table 2: Instrument Uncertainty***

 
| **VARIABLE**              | ** ** | **UNITS** | ** ** | **UNC**    | ** ** | **Ni**     | ** ** | **RSC**    | ** ** | **Fi2** | ** ** | **RSS**    | ** ** |
|---------------------------|------------|-----------|------------|------------|------------|------------|------------|------------|------------|--------------|------------|------------|------------|
|                      |       |      |       |       |       |       |       |       |       |         |       |       |       |
| POWER AT TEST             |       |      |       |       |       |       |       |       |       |         |       |       |       |
| CONDITIONS                |       |      |       |       |       |       |       |       |       |         |       |       |       |
| WATT-HOUR METER           |       | %         |       | 0.5        |       | 1          |       | 1          |       | 0.2500       |       |       |       |
| PTs                       |       | %         |       | 0.3        |       | 3          |       | 1          |       | 0.0300       |       |       |       |
| CTs                       |       | %         |       | 0.3        |       | 3          |       | 1          |       | 0.0300       |       |       |       |
| MEASURED POWER UNC        |       |      |       |       |       |       |       |       |       | 0.3100       |       | 0.5568     |       |
|                      |       |      |       |       |       |       |       |       |       |         |       |       |       |
| **CORRECTED  POWER**      |       |      |       |       |       |       |       |       |       |         |       |       |       |
| MEASURED POWER            |       |      |       |       |       |       |       |       |       | 0.3100       |       |       |       |
| COMP INLET TEMP           |       | °F   |       | 1          |       | 2          |       | 0.303      |       | 0.0459       |       |       |       |
| BAROMETER                 |       | PSIA      |       | 0.007      |       | 1          |       | 0.043      |       | 0.0000       |       |       |       |
| INLET LOSS                |       | inH20     |       | 0.25       |       | 1          |       | 0.086      |       | 0.0005       |       |       |       |
| EXHAUST LOSS              |       | inH20     |       | 0.25       |       | 1          |       | 0.025      |       | 0.0000       |       |       |       |
| SPEC. HUMIDITY            |       | lb/lb     |       | 0.001      |       | 1          |       | 0.092      |       | 0.0000       |       |       |       |
| CONTROL TEMP              |       | °F   |       | 2.00       |       | 8          |       | 0.237      |       | 0.0281       |       |       |       |
| **CORRECTED POWER UNC**   |       |      | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | 0.3845       | ** ** | **0.6201** | ** ** |
|                      |       |      |       |       |       |       |       |       |       |         |       |       |       |
| **HEAT RATE (GAS FUEL)**  |       |      |       |       |       |       |       |       |       |         |       |       |       |
| **AT TEST CONDITIONS**    |       |      |       |       |       |       |       |       |       |         |       |       |       |
| FLOW METER                |       | %         |       | 0.50       |       | 1          |       | 1          |       | 0.2500       |       |       |       |
| FUEL TEMP                 |       | %         |       | 0.20       |       | 1          |       | 1          |       | 0.0400       |       |       |       |
| FUEL PRESSURE             |       | %         |       | 0.25       |       | 1          |       | 1          |       | 0.0625       |       |       |       |
| FUEL ANALYSIS             |       | %         |       | 0.50       |       | 1          |       | 1          |       | 0.2500       |       |       |       |
| MEASURED POWER            |       | %         |       |       |       |       |       |       |       | 0.3100       |       |       |       |
| MEASURED HEAT  RATE UNC   |       |      |       |       |       |       |       |       |       | 0.9125       |       | 0.9552     |       |
|                      |       |      |       |       |       |       |       |       |       |         |       |       |       |
| **CORRECT  HEAT RATE**    |       |      |       |       |       |       |       |       |       |         |       |       |       |
| MEASURED HEAT  RATE       |       |      |       |       |       |       |       |       |       | 0.9125       |       |       |       |
| COMP INLET TEMP           |       | °F   |       | 1          |       | 2          |       | 0.055      |       | 0.0015       |       |       |       |
| BAROMETER                 |       | PSIA      |       | 0.007      |       | 1          |       | 0.006      |       | 0.0000       |       |       |       |
| INLET LOSS                |       | inH20     |       | 0.25       |       | 1          |       | 0.027      |       | 0.0000       |       |       |       |
| EXHAUST LOSS              |       | inH20     |       | 0.25       |       | 1          |       | 0.021      |       | 0.00         |       |       |       |
| SPEC. HUMIDITY            |       | lb/lb     |       | 0.001      |       | 1          |       | 0.050      |       | 0.0000       |       |       |       |
| **CORRECT HEAT RATE UNC** |       |      | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | 0.9141       | ** ** | **0.9561** | ** ** |

 

**Legend** - UNC =measurement uncertainty; Ni = number of instruments; RSCi = sensitivitycoefficient;

Fi= (RSCi * UNCi/sqrtNi)^2; RSS = Root sum square

 

9

----

 

**Attachment 6 - Stamped Guarantee Sheet**

 

68

----

 
|  | ** ** | **GE ENERGY** |
|--|------------|---------------|

 

**GUARANTEE**PROJECT: BPZ CALETACRUZ POWER PLANTLOCATION: PERU

 
| KW  AT GEN TERMS             | 47925                |   | EMISSIONS  ARE VALID FOR T2 WITHIN 20F-100F |
|------------------------------|----------------------|--------|---------------------------------------------|
| BTU/KW-HR,  LHV              |   8355     |   | AND  A GTG LOAD DOWN TO 75%                 |
| (KJ/KW-HR,  LHV)             |   8815     |   | NOX:                                        |   | 25  PPMVD AT 15% O2 |
|                         |                 |   |                                        |   | (51  mg/Nm3) |
|                         |                      |   | CO:                                         |   | 25  PPMVD AT 15% O2

(31  mg/Nm3) |
|                         |                 |   | VOC:                                        |   | 3  PPMVD AT 15% O2 |
|                         | Daniele Marcucci     |   |                                        |   | (2  mg/Nm3) |
|                         | Performance Engineer |   | PM10:                                       |   | 4  LB/HR |
|                         | Date: 07/24/08       |   |                                        |   | (2  kg/hr) |
|                         |                 |   |                                        |   |   |
|                         |                 |   |                                        |   |   |
| NOT  VALID WITHOUT SIGNATURE |                 |   |                                        | VALID UNTIL 10/22/08 |

 
| BASIS OF GUARANTEE: |   | BASE  LOAD, GAS FUEL NOZZLE SYSTEM                    |
|---------------------|--------|-------------------------------------------------------|
|                |   | NO BLEED OR EXTRACTED POWER                           |
| ENGINE:             |   | (1) GE  LM6000PD-SPRINT DLE GAS TURBINE          |
| FUEL:               |   | 21237Btu/lb / (49397 kJ/kg) LHV, GAS FUEL (#900-1883) |
| FUEL SPEC:          |   | MID-TD-0000-1 LATEST REVISION                         |
| FUEL TEMP:          |   | SITE  FUEL TEMPERATURE OF 126.0°F(52.2°C)   |
|                |   |                                                  |
| GENERATOR:          |   | MEID 800LL04                                          |
| GENERATOR OUTPUT    |   | 13.8kV,  60 Hz                                        |
| POWER FACTOR:       |   | > 0.9                                              |
| AMBIENT TEMP:       |   | 89.8°F  / (32.1°C)                          |
| AMBIENT RH:         |   | 60.4%                                                 |
| INLET CONDITIONING: |   | CHILL  TO 46.0°F / (7.8°C) AT 95.0% RH      |
| ALTITUDE:           |   | 120.0ft  / (36.6m)                                    |
| INLET FILTER LOSS:  |   | < 5.00 inH2O / (127.0 mmH2O)                       |
| EXHAUST  LOSS:      |   | < 6.00 inH2O  / (152.4 mmH2O)                      |
|                |   |                                                  |
| SPRINT  WATER FLOW: |   | NOT TO EXCEED 10505 lb/hr                             |
| NOX CONTROL:        |   | DLE                                                   |
|                |   |                                                  |
| ENGINE CONDITION:   |   | NEW  AND CLEAN < 200 SITE FIRED HOURS              |
| FIELD TEST  METHODS |   |                                                  |
| PERFORMANCE:        |   | GE ENERGY SGTGPTM                                     |
| NOX:                |   | EPA METHOD 20                                         |
| CO:                 |   | EPA METHOD 10                                         |
| VOC:                |   | EPA METHOD 25A/18                                     |
| PM10:               |   | EPA METHOD 5 / 202                                    |

 

BASIS OF GUARANTEE IS NOTFOR DESIGN, REFER TO PROJECT DRAWINGS FOR DESIGN REQUIREMENTS. SI VALUES AREFOR REFERENCE PURPOSES ONLY.

 

THIS GUARANTEE SUPERSEDES ANYPREVIOUS GUARANTEES PRESENTED

 

705100-100-CGER-N/A-4

 

1

----

 
|  | ** ** | **GE ENERGY** |
|--|------------|---------------|

 

**GUARANTEE**

PROJECT:BPZ CALETA CRUZ POWER PLANT

LOCATION:PERU

 
|                           |   |                                                                     | NEAR FIELD NOISE:                                                                                                                                                                                                         |
|--------------------------------|--------|--------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| KW AT GEN TERMS                |   | 47925                                                                    | 85  DB(A) ARITHMETIC AVERAGE SOUND                                                                                                                                                                                   |
| BTU/KW-HR, LHV                 |   |   8355                                                         | PRESSURE LEVEL  (dB REF 20                                                                                                                                                                                                |
| (KJ/KW-HR, LHV)                |   |   8815

 

 

Daniele Marcucci

Performance Engineer | MICROPASCALS,  RMS) OF LOCATIONS AROUND THE PACKAGE (VERTICAL DISTANCE OF 5FT. (1.5M) ABOVE PACKAGE  BASE AT A HORIZONTAL DISTANCE OF 3FT. (1M) FROM THE EXTERIOR PLANE OF  EQUIPMENT AS TESTED IN A FREE-FIELD CONDITION |
|                           |   | Date: 07/24/08                                                           | OVER A HARD  REFLECTING GROUND                                                                                                                                                                                            |
|                           |   |                                                                     | PLANE,  OPERATING AT BASE LOAD)                                                                                                                                                                                           |
| THIS GUARANTEE  COINCIDES WITH |   |                                                                     |                                                                                                                                                                                                                      |
| THE PREVIOUS  GUARANTEE ISSUED |   |                                                                     |                                                                                                                                                                                                                      |
| ON 07/24/2008                  |   |                                                                     |                                                                                                                                                                                                                      |
|                           |   |                                                                     |                                                                                                                                                                                                                      |
| 705100-100-CGER-N/A-0          |   |                                                                     |                                                                                                                                                                                                                      |
|                           |   |                                                                     |                                                                                                                                                                                                                      |
| NOT VALID WITHOUT  SIGNATURE   |   |                                                                     | VALID UNTIL 10/22/08                                                                                                                                                                                                      |

 
| BASIS OF GUARANTEE: |   | BASE  LOAD, GAS FUEL NOZZLE SYSTEM                    |
|---------------------|--------|-------------------------------------------------------|
|                |   | NO BLEED OR EXTRACTED POWER                           |
| ENGINE:             |   | (1) GE  LM6000PD-SPRINT DLE GAS TURBINE          |
| FUEL:               |   | 21237Btu/lb / (49397 kJ/kg) LHV, GAS FUEL (#900-1883) |
| FUEL SPEC:          |   | MID-TD-0000-1 LATEST REVISION                         |
| FUEL TEMP:          |   | SITE  FUEL TEMPERATURE OF 126.0°F(52.2°C)   |
|                |   |                                                  |
| GENERATOR:          |   | MEID 800LL04                                          |
| GENERATOR OUTPUT    |   | 13.8kV,  60 Hz                                        |
| POWER FACTOR:       |   | > 0.9                                              |
| AMBIENT TEMP:       |   | 89.8°F  / (32.1°C)                          |
| AMBIENT  RH:        |   | 60.4%                                                 |
| INLET CONDITIONING: |   | CHILL  TO 46.0°F / (7.8°C) AT 95.0% RH      |
| ALTITUDE:           |   | 120.0ft  / (36.6m)                                    |
| INLET FILTER LOSS:  |   | < 5.00 inH2O / (127.0 mmH2O)                       |
| EXHAUST  LOSS:      |   | < 6.00 inH2O / (152.4 mmH2O)                       |
|                |   |                                                  |
| SPRINT  WATER FLOW: |   | NOT TO EXCEED 10505 lb/hr                             |
| NOX  CONTROL:       |   | DLE                                                   |
|                |   |                                                  |
| ENGINE CONDITION:   |   | NEW  AND CLEAN < 200 SITE FIRED HOURS              |
| FIELD TEST METHODS  |   |                                                  |
| NEAR FIELD  NOISE:  |   | GE ACOUSTIC TESTING PROCEDURE AND ASME PTC-36-2004    |

 

BASIS OF GUARANTEE IS NOTFOR DESIGN, REFER TO PROJECT DRAWINGS FOR DESIGN REQUIREMENTS. SI VALUES AREFOR REFERENCE PURPOSES ONLY.

 

THIS GUARANTEE SUPERSEDES ANYPREVIOUS GUARANTEES PRESENTED

 

705100-100-CGER-N/A-4

 

2

----

 

Estimated Average Engine Performance NOT FOR GUARANTEE, REFER TOPROJECT F&ID FOR DESIGN

 
|  | ** ** | ***GE Energy*** |
|--|------------|-----------------|

 
| Performance By: |       | **Daniele Marcucci**                          |     |
|-----------------|------------|-----------------------------------------------|----------|
| Project Info:   |       | **BPZ Caleta Cruz Power Plant**               |     |
|            |       | ** **                                    |     |
| Engine:         |       | **LM6000 PD-SPRINT**                          |     |
| Deck  Info:     | ** ** | **G0125O - 8g8.scp**                          | Date:    |   | **07/24/2008** |
| Generator:      |       | **MEID 800LL04 60Hz, 13.8kV, 0.9PF  (14849)** | Time:    |   | **12:54:44 PM** |
| Fuel:           | ** ** | **Site Gas Fuel#900-1883, 21237 Btu/lb,LHV**  | Version: |   | **3.7.3** |

 
| **Case #**                                       |   | **100**    |   |   |   |
|-------------------------------------------------------|--------|------------|--------|--------|--------|
| **Ambient Conditions**                                |   |       |   |   |   |
| Dry Bulb, °F                                     |   | 89.8       |   |   |   |
| Wet Bulb, °F                                     |   | 78.3       |   |   |   |
| RH,%                                                  |   | 60.4       |   |   |   |
| Altitude, ft                                          |   | 120.0      |   |   |   |
| Ambient Pressure, psia                                |   | 14.633     |   |   |   |
|                                                  |   |       |   |   |   |
| **Engine Inlet**                                      |   |       |   |   |   |
| Comp Inlet Temp, °F                              |   | 46.0       |   |   |   |
| RH,%                                                  |   | 95.0       |   |   |   |
| Conditioning                                          |   | CHILL      |   |   |   |
| Tons or kBtu/hr                                       |   | 2128       |   |   |   |
|                                                  |   |       |   |   |   |
| **Pressure Losses**                                   |   |       |   |   |   |
| Inlet Loss, inH20                                     |   | 5.00       |   |   |   |
| Volute Loss, inH20                                    |   | 4.00       |   |   |   |
| Exhaust Loss, inH20                                   |   | 6.00       |   |   |   |
|                                                  |   |       |   |   |   |
| **kW, Gen Terms**                                     |   | **47925**  |   |   |   |
| **Est. Btu/kW-hr, LHV**                               |   | **8188**   |   |   |   |
| **Guar. Btu/kW-hr, LHV**                              |   | **8355**   |   |   |   |
|                                                  |   |       |   |   |   |
| **Fuel Flow**                                         |   |       |   |   |   |
| MMBtu/hr, LHV                                         |   | 392.4      |   |   |   |
| lb/hr                                                 |   | 18477      |   |   |   |
|                                                  |   |       |   |   |   |
| **NOx Control**                                       |   | **DLE**    |   |   |   |
| ** **                                            |   | ** ** |   |   |   |
| **SPRINT**                                            |   | **LPC**    |   |   |   |
| lb/hr                                                 |   | 8766       |   |   |   |
|                                                  |   |       |   |   |   |
| **Control Parameters**                                |   | ** ** |   |   |   |
| HP Speed, RPM                                         |   | 10312      |   |   |   |
| LP Speed, RPM                                         |   | 3600       |   |   |   |
| PS3 - CDP, psia                                       |   | 457.4      |   |   |   |
| T3CRF - CDT, °F                                  |   | 943        |   |   |   |
| T48IN, °R                                        |   | 2027       |   |   |   |
| T48IN, °F                                        |   | 1567       |   |   |   |
|                                                  |   |       |   |   |   |
| **Exhaust Parameters**                                |   |       |   |   |   |
| Temperature, °F                                  |   | 836.7      |   |   |   |
| lb/sec                                                |   | 292.8      |   |   |   |
| lb/hr                                                 |   | 1054088    |   |   |   |
| Energy, Btu/s- Ref 0 °R                          |   | 96723      |   |   |   |
| Energy, Btu/s- Ref T2 °F                         |   | 60019      |   |   |   |
| Cp, Btu/lb-R                                          |   | 0.2720     |   |   |   |
|                                                  |   |       |   |   |   |
| **Emissions  (NOT FOR USE IN ENVIRONMENTAL PERMITS)** |   |
| NOx ppmvd Ref 15% O2                                  |   | 25         |   |   |   |
| NOx as NO2, lb/hr                                     |   | 39         |   |   |   |
| CO ppmvd Ref 15% O2                                   |   | 25         |   |   |   |
| CO, lb/hr                                             |   | 24         |   |   |   |
| CO2, lb/hr                                            |   | 51015      |   |   |   |
| HC ppmvd Ref 15% O2                                   |   | 15         |   |   |   |
| HC, lb/hr                                             |   | 8          |   |   |   |
| SOX as SO2, lb/hr                                     |   | 0.00       |   |   |   |

 

----

 

Estimated Average Engine Performance NOT FOR GUARANTEE, REFER TOPROJECT F&ID FOR DESIGN

 
|  | ** ** | ***GE Energy*** |
|--|------------|-----------------|

 
| Performance By: | ** ** | **Daniele Marcucci**                         |   |     |
|-----------------|------------|----------------------------------------------|--------|----------|
| Project Info:   | ** ** | **BPZ Caleta Cruz Power Plant**              |   |     |
|            | ** ** | ** **                                   |   |     |
| Engine:         | ** ** | **LM6000 PD-SPRINT**                         |   |     |
| Deck Info:      | ** ** | **G0125O - 8g8.scp**                         |   | Date:    |   | **07/24/2008** |
| Generator:      | ** ** | **MEID 800LL04 60Hz, 13.8kV, 0.9PF (14849)** |   | Time:    |   | **12:54:44 PM** |
| Fuel:           | ** ** | **Site Gas Fuel#900-1883, 21237 Btu/lb,LHV** |   | Version: |   | **3.7.3** |

 
| **Case #**                                           | ** ** | **100** | ** ** | ** ** | ** ** |
|-----------------------------------------------------------|------------|---------|------------|------------|------------|
|                                                      |       |    |       |       |       |
| **Exh  Wght% Wet (NOT FOR USE IN ENVIRONMENTAL PERMITS)** |       |
| AR                                                        |       | 1.2465  |       |       |       |
| N2                                                        |       | 73.0910 |       |       |       |
| O2                                                        |       | 15.5104 |       |       |       |
| CO2                                                       |       | 4.8397  |       |       |       |
| H20                                                       |       | 5.3068  |       |       |       |
| SO2                                                       |       | 0.0000  |       |       |       |
| CO                                                        |       | 0.0023  |       |       |       |
| HC                                                        |       | 0.0008  |       |       |       |
| NOX                                                       |       | 0.0026  |       |       |       |
|                                                      |       |    |       |       |       |
| **Exh  Mole% Dry (NOT FOR USE IN ENVIRONMENTAL PERMITS)** |       |
| AR                                                        |       | 0.9645  |       |       |       |
| N2                                                        |       | 80.6469 |       |       |       |
| O2                                                        |       | 14.9830 |       |       |       |
| CO2                                                       |       | 3.3992  |       |       |       |
| H20                                                       |       | 0.0000  |       |       |       |
| SO2                                                       |       | 0.0000  |       |       |       |
| CO                                                        |       | 0.0025  |       |       |       |
| HC                                                        |       | 0.0015  |       |       |       |
| NOX                                                       |       | 0.0025  |       |       |       |
|                                                      |       |    |       |       |       |
| **Exh Mole%  Wet (NOT FOR USE IN ENVIRONMENTAL PERMITS)** |       |
| AR                                                        |       | 0.8840  |       |       |       |
| N2                                                        |       | 73.9165 |       |       |       |
| O2                                                        |       | 13.7326 |       |       |       |
| CO2                                                       |       | 3.1155  |       |       |       |
| H20                                                       |       | 8.3455  |       |       |       |
| SO2                                                       |       | 0.0000  |       |       |       |
| CO                                                        |       | 0.0023  |       |       |       |
| HC                                                        |       | 0.0014  |       |       |       |
| NOX                                                       |       | 0.0023  |       |       |       |

 
| ** **                                 | ** ** | **900-1883 (BPZ Energy)** | ** ** |
|--------------------------------------------|------------|-------------------------------------|------------|
| **Aero Energy Fuel Number** | ** ** | **Volume%**                         | ** ** | **Weight %** | ** ** |
| Hydrogen                                   |       | 0.0000                              |       | 0.0000 |   |
| Methane                                    |       | 97.9000                             |       | 93.6587 |   |
| Ethane                                     |       | 0.7800                              |       | 1.3986 |   |
| Ethylene                                   |       | 0.0000                              |       | 0.0000 |   |
| Propane                                    |       | 0.2500                              |       | 0.6574 |   |
| Propylene                                  |       | 0.0000                              |       | 0.0000 |   |
| Butane                                     |       | 0.1600                              |       | 0.5546 |   |
| Butylene                                   |       | 0.0000                              |       | 0.0000 |   |
| Butadiene                                  |       | 0.0000                              |       | 0.0000 |   |
| Pentane                                    |       | 0.0500                              |       | 0.2151 |   |
| Cyclopentane                               |       | 0.0000                              |       | 0.0000 |   |
| Hexane                                     |       | 0.0300                              |       | 0.1542 |   |
| Heptane                                    |       | 0.4100                              |       | 2.4499 |   |
| Carbon Monoxide                            |       | 0.0000                              |       | 0.0000 |   |
| Carbon Dioxide                             |       | 0.2200                              |       | 0.5774 |   |
| Nitrogen                                   |       | 0.2000                              |       | 0.3341 |   |
| Water Vapor                                |       | 0.0000                              |       | 0.0000 |   |
| Oxygen                                     |       | 0.0000                              |       | 0.0000 |   |
| Hydrogen Sulfide                           |       | 0.0000                              |       | 0.0000 |   |
| Ammonia                                    |       | 0.0000                              |       | 0.0000 |   |
|                                       |       |                                |       |   |   |
| Btu/lb, LHV                                |       | 21237                               |       |   |   |
| Btu/scf, LHV                               |       | 941                                 |       |   |   |
| Btu/scf, HHV                               |       | 1043                                |       |   |   |
| Btu/lb, HHV                                |       | 23536                               |       |   |   |
| Fuel Temp, °F                         |       | 126.0                               |       |   |   |
| NOx Scalar                                 |       | 1.038                               |       |   |   |
| Specific Gravity                           |       | 0.58                                |       |   |   |
|                                       |       |                                |       |   |   |
| **Engine Exhaust**                         |       |                                |       |   |   |
| Exhaust Avg. Mol. Wt., Wet Basis           |       | 28.3                                |       |   |   |
| Exhaust Flow, ACFM                         |       | 580605                              |       |   |   |
| Exhaust Flow, SCFM                         |       | 225151                              |       |   |   |
| Exhaust Flow, Btu/lb                       |       | 330                                 |       |   |   |
| Exhaust Flow, Calories/s                   |       | 24374226                            |       |   |   |
|                                       |       |                                |       |   |   |
| Inlet Flow Wet, pps                        |       | 288.9                               |       |   |   |
| Inlet Flow Dry, pps                        |       | 287.1                               |       |   |   |
|                                       |       |                                |       |   |   |
| Shaft HP                                   |       | 65387                               |       |   |   |

 

----

 

Estimated Average EnginePerformance NOT FOR GUARANTEE, REFER TO PROJECT F&ID FOR DESIGN

 
|  | ** ** | ***GE Energy*** |
|--|------------|-----------------|

 

 
| Performance  By: | ** ** | **Daniele Marcucci**                          |     |   |             |
|------------------|------------|-----------------------------------------------|----------|--------|------------------|
|             |       |                                          |     |   |             |
| Project Info:    | ** ** | **BPZ Caleta Cruz Power Plant**               |     |   |             |
|             |       |                                          |     |   |             |
| Engine:          |       | **LM6000  PD-SPRINT**                         |     |   |             |
| Deck Info:       |       | **G0125O  - 8g8.scp**                         | Date:    |   | **07/24/2008**   |
| Generator:       |       | **MEID  800LL04 60Hz, 13.8kV, 0.9PF (14849)** | Time:    |   | **12:55:18  PM** |
| Fuel:            |       | **Site  Gas Fuel#900-1883, 21237 Btu/lb,LHV** | Version: |   | **3.7.3**        |

 
| **Case #**                                       | ** ** | **100**    | ** ** | ** ** | ** ** |
|-------------------------------------------------------|------------|------------|------------|------------|------------|
| **Ambient Conditions**                                |       | 32.1       |       |       |       |
| Dry Bulb, °C                                     |       | 25.7       |       |       |       |
| Wet Bulb, °C                                     |       | 60.4       |       |       |       |
| RH,%                                                  |       | 36.6       |       |       |       |
| Altitude, m                                           |       | 100.888    |       |       |       |
| Ambient Pressure, kPa                                 |       |       |       |       |       |
|                                                  |       |       |       |       |       |
| **Engine Inlet**                                      |       | 7.8        |       |       |       |
| Comp Inlet Temp, °C                              |       | 95.0       |       |       |       |
| RH,%                                                  |       | CHILL      |       |       |       |
| Conditioning                                          |       | 2128       |       |       |       |
| Tons or kBtu/hr                                       |       |       |       |       |       |
|                                                  |       |       |       |       |       |
| **Pressure Losses**                                   |       | 127.00     |       |       |       |
| Inlet Loss, mmH2O                                     |       | 101.60     |       |       |       |
| Volute Loss, mmH2O                                    |       | 152.40     |       |       |       |
| Exhaust Loss, mmH2O                                   |       |       |       |       |       |
|                                                  |       | **47925**  |       |       |       |
| **kW, Gen Terms**                                     |       | **8638**   |       |       |       |
| **Est. kJ/kWh, LHV**                                  |       | **8815**   |       |       |       |
| **Guar. kJ/kWh, LHV**                                 |       | ** ** |       |       |       |
| ** **                                            |       |       |       |       |       |
| **Fuel Flow**                                         |       | 414.0      |       |       |       |
| GJ/hr, LHV                                            |       | 8381       |       |       |       |
| kg/hr                                                 |       |       |       |       |       |
|                                                  |       | **DLE**    |       |       |       |
| **NOx Control**                                       |       | ** ** |       |       |       |
| ** **                                            |       | **LPC**    |       |       |       |
| **SPRINT**                                            |       | 3976       |       |       |       |
| kg/hr                                                 |       |       |       |       |       |
|                                                  |       |       |       |       |       |
| **Control Parameters**                                |       | 10312      |       |       |       |
| HP Speed, RPM                                         |       | 3600       |       |       |       |
| LP Speed, RPM                                         |       | 3153.8     |       |       |       |
| PS3 - CDP, kPa                                        |       | 506        |       |       |       |
| T3CRF - CDT, °C                                  |       | 1126       |       |       |       |
| T48IN, °K                                        |       | 853        |       |       |       |
| T48IN, °C                                        |       |       |       |       |       |
|                                                  |       |       |       |       |       |
| **Exhaust Parameters**                                |       | 447.1      |       |       |       |
| Temperature, °C                                  |       | 132.8      |       |       |       |
| kg/sec                                                |       | 478131     |       |       |       |
| kg/hr                                                 |       | 102049     |       |       |       |
| Energy, KJ/s- Ref 0 °K                           |       | 63324      |       |       |       |
| Energy, KJ/s- Ref T2 °C                          |       | 1.1386     |       |       |       |
| Kj/kg-R                                               |       |       |       |       |       |
|                                                  |       |       |       |       |       |
| **Emissions  (NOT FOR USE IN ENVIRONMENTAL PERMITS)** |       |
| NOx mg/Nm3 Ref 15% O2                                 |       | 51         |       |       |       |
| NOx as NO2, kg/hr                                     |       | 18         |       |       |       |
| CO mg/Nm3 Ref 15% O2                                  |       | 31         |       |       |       |
| CO, kg/hr                                             |       | 11         |       |       |       |
| CO2, kg/hr                                            |       | 23140      |       |       |       |
| HC mg/Nm3 Ref 15% O2                                  |       | 11         |       |       |       |
| HC, kg/hr                                             |       | 4          |       |       |       |
| SOX as SO2, kg/hr                                     |       | 0.00       |       |       |       |

 

----

 

EstimatedAverage Engine Performance NOT FOR GUARANTEE, REFER TO PROJECT F&ID FORDESIGN

 
|  | ** ** | ***GE Energy*** |
|--|------------|-----------------|

 

 
| Performance By: | ** ** | **Daniele Marcucci**                         |   |     |       |            |
|-----------------|------------|----------------------------------------------|--------|----------|------------|-----------------|
| Project Info:   | ** ** | **BPZ Caleta Cruz Power Plant**              |   |     |       |            |
|            | ** ** | ** **                                   |   |     |       |            |
| Engine:         | ** ** | **LM6000 PD-SPRINT**                         |   |     |       |            |
| Deck Info:      | ** ** | **G0125O - 8g8.scp**                         |   | Date:    | ** ** | **07/24/2008**  |
| Generator:      | ** ** | **MEID 800LL04 60Hz, 13.8kV, 0.9PF (14849)** |   | Time:    | ** ** | **12:55:18 PM** |
| Fuel:           | ** ** | **Site Gas Fuel#900-1883, 21237 Btu/lb,LHV** |   | Version: | ** ** | **3.7.3**       |

 
| Case #                                                |   | 100     |   |   |   |
|------------------------------------------------------------|--------|---------|--------|--------|--------|
|                                                       |   |    |   |   |   |
| **Exh  Wght% Wet (NOT FOR USE IN ENVIRONMENTAL PERMITS)**  |   |
| AR                                                         |   | 1.2465  |   |   |   |
| N2                                                         |   | 73.0910 |   |   |   |
| O2                                                         |   | 15.5104 |   |   |   |
| CO2                                                        |   | 4.8397  |   |   |   |
| H20                                                        |   | 5.3068  |   |   |   |
| SO2                                                        |   | 0.0000  |   |   |   |
| CO                                                         |   | 0.0023  |   |   |   |
| HC                                                         |   | 0.0008  |   |   |   |
| NOX                                                        |   | 0.0026  |   |   |   |
|                                                       |   |    |   |   |   |
| **Ext.  Mole% Dry (NOT FOR USE IN ENVIRONMENTAL PERMITS)** |   |
| AR                                                         |   | 0.9645  |   |   |   |
| N2                                                         |   | 80.6469 |   |   |   |
| O2                                                         |   | 14.9830 |   |   |   |
| CO2                                                        |   | 3.3992  |   |   |   |
| H20                                                        |   | 0.0000  |   |   |   |
| SO2                                                        |   | 0.0000  |   |   |   |
| CO                                                         |   | 0.0025  |   |   |   |
| HC                                                         |   | 0.0015  |   |   |   |
| NOX                                                        |   | 0.0025  |   |   |   |
|                                                       |   |    |   |   |   |
| **Ext.  Mole% Wet (NOT FOR USE IN ENVIRONMENTAL PERMITS)** |   |
| AR                                                         |   | 0.8840  |   |   |   |
| N2                                                         |   | 73.9165 |   |   |   |
| O2                                                         |   | 13.7326 |   |   |   |
| CO2                                                        |   | 3.1155  |   |   |   |
| H20                                                        |   | 8.3455  |   |   |   |
| SO2                                                        |   | 0.0000  |   |   |   |
| CO                                                         |   | 0.0023  |   |   |   |
| HC                                                         |   | 0.0014  |   |   |   |
| NOX                                                        |   | 0.0023  |   |   |   |

 
| ** **                                 | ** ** | **900-1883 (BPZ Energy)** | ** ** |
|--------------------------------------------|------------|-------------------------------------|------------|
| **Aero Energy Fuel Number** | ** ** | **Volume %**                   | ** ** | **Weight %** | ** ** |
| Hydrogen                                   |       | 0.0000                              |       | 0.0000 |   |
| Methane                                    |       | 97.9000                             |       | 93.6587 |   |
| Ethane                                     |       | 0.7800                              |       | 1.3986 |   |
| Ethylene                                   |       | 0.0000                              |       | 0.0000 |   |
| Propane                                    |       | 0.2500                              |       | 0.6574 |   |
| Propylene                                  |       | 0.0000                              |       | 0.0000 |   |
| Butane                                     |       | 0.1600                              |       | 0.5546 |   |
| Butylene                                   |       | 0.0000                              |       | 0.0000 |   |
| Butadiene                                  |       | 0.0000                              |       | 0.0000 |   |
| Pentane                                    |       | 0.0500                              |       | 0.2151 |   |
| Cyclopentane                               |       | 0.0000                              |       | 0.0000 |   |
| Hexane                                     |       | 0.0300                              |       | 0.1542 |   |
| Heptane                                    |       | 0.4100                              |       | 2.4499 |   |
| Carbon Monoxide                            |       | 0.0000                              |       | 0.0000 |   |
| Carbon Dioxide                             |       | 0.2200                              |       | 0.5774 |   |
| Nitrogen                                   |       | 0.2000                              |       | 0.3341 |   |
| Water Vapor                                |       | 0.0000                              |       | 0.0000 |   |
| Oxygen                                     |       | 0.0000                              |       | 0.0000 |   |
| Hydrogen Sulfide                           |       | 0.0000                              |       | 0.0000 |   |
| Ammonia                                    |       | 0.0000                              |       | 0.0000 |   |
| kJ/kg, LHV                                 |       | 49397                               |       |   |   |
| kJ/Nm3, LHV                                |       | 36951                               |       |   |   |
| kJ/Nm3, HHV                                |       | 40951                               |       |   |   |
| kJ/kg, HHV                                 |       | 54744                               |       |   |   |
| Fuel Temp, °C                         |       | 52.2                                |       |   |   |
| NOx Scalar                                 |       | 1.038                               |       |   |   |
| Specific Gravity                           |       | 0.58                                |       |   |   |
|                                       |       |                                |       |   |   |
| **Engine Exhaust**                         |       |                                |       |   |   |
| Exhaust Avg. Mol. Wt., Wet Basis           |       | 28.3                                |       |   |   |
| Exhaust Flow, ACFM                         |       | 580605                              |       |   |   |
| Exhaust Flow, SCFM                         |       | 225151                              |       |   |   |
| Exhaust Flow, Btu/lb                       |       | 330                                 |       |   |   |
| Exhaust Flow, Calories/s                   |       | 24374226                            |       |   |   |
|                                       |       |                                |       |   |   |
| Inlet Flow Wet, kg/sec                     |       | 131.1                               |       |   |   |
| Inlet Flow Dry, kg/sec                     |       | 130.2                               |       |   |   |
|                                       |       |                                |       |   |   |
| Shaft HP                                   |       | 65387                               |       |   |   |

 

----

 
|  | ** ** | **GE ENERGY** |
|--|------------|---------------|

 

**Conditions for Near Field NoiseGuarantee**

 
| 1.     |   | Based on Arithmetic average of sound pressure levels of location  around the package.                                                                                                                                                                                                                                                  |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                   |
| 2.     |   | GTG Auxiliary skids must be placed at or within 6-ft of  each other, and within 6-ft of the turbine main unit.                                                                                                                                                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                   |
| 3.     |   | If Fin Fan Lube Oil Cooler is to be located broadside to  the turbine-generator main unit, then the locatioin must be a minimum of  25-feet away from the main unit, measuring nearest edge-to-edge. GE Energy Is  to advise best location.                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                   |
| 4.     |   | If Fin Fan Lube Oil Cooler is to be located behind the  generator end of the main unit, then the location must be a minimum distance  of 10-ft behind the generator end of the package, and off to one side  (Measuring nearest edge to edge), to avoid infringement on the rotor removal  area. GE Energy is to advise best location. |
|   |   |                                                                                                                                                                                                                                                                                                                                   |
| 5.     |   | Other Ancillary skids must be at least 10-ft away from any  fin-fan lube oil cooler, measuring nearest edge-to-edge.                                                                                                                                                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                                   |
| 6.     |   | Per unit basis.                                                                                                                                                                                                                                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                   |
| 7.     |   | Baseload  operation only.                                                                                                                                                                                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                   |
| 8.     |   | GE Energy GTG packge scope of supply only, no customer  supplied equipment is included.                                                                                                                                                                                                                                                |
|   |   |                                                                                                                                                                                                                                                                                                                                   |
| 9.     |   | GE Energy GTG packge scope of supply only, GE Energy  supplied BOP equipment is not included.                                                                                                                                                                                                                                          |

 

----

 
|  | ** ** | **GE ENERGY** |
|--|------------|---------------|

 

**Conditions for VOC Emissions Guarantee**

 
| 1.     |   | Fuel  must meet GE specification MID-TD-000-01.                                                             |
|--------|--------|-------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                        |
| 2.     |   | The  timing of test to coincide with lowest site ambient VOCs levels.                                       |
|   |   |                                                                                                        |
| 3.     |   | Gas turbine must run for a minimum of 300 total fired hours  at base load prior to testing.                 |
|   |   |                                                                                                        |
| 4.     |   | Gas turbine inlet and exhaust system must be free of any  dirt,sand,mud,rust,oil or any other contaminates. |
|   |   |                                                                                                        |
| 5.     |   | Re-testing  (at purchaser’s expense) must be allowed, if required.                                     |
|   |   |                                                                                                        |
| 6.     |   | GE  receives a copy of the final test results.                                                              |
|   |   |                                                                                                        |
| 7.     |   | A  compressor wash prior to testing is highly recommended.                                                  |

 

----

 
|  | ** ** | **GE ENERGY** |
|--|------------|---------------|

 

**Conditions for PM10 Emissions Guarantee**

 
| 1.     |   | Fuel  must meet GE specification MID-TD-000-01.                                                                                                  |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                             |
| 2.     |   | The  timing of test to coincide with lowest site ambient particulate levels.                                                                     |
|   |   |                                                                                                                                             |
| 3.     |   | Gas turbine must run for a minimum of 300 total fired hours  at base load prior to testing.                                                      |
|   |   |                                                                                                                                             |
| 4.     |   | Combustion turbine must be run for a minimum of 300 total  fired hours prior to any particulate testing; combustion turbine must be  operating a |
|   |   |                                                                                                                                             |
| 5.     |   | Gas turbine inlet and exhaust system must be free of any  dirt,sand,mud,rust,oil or any other contaminates.                                      |
|   |   |                                                                                                                                             |
| 6.     |   | Sampling probe internal surfaces must be made of chemically  inert and non-catalytic material such as quartz.                                    |
|   |   |                                                                                                                                             |
| 7.     |   | The  filter material shall be quartz.                                                                                                            |
|   |   |                                                                                                                                             |
| 8.     |   | Probe  wash shall be high purity acetone per EPA Method 5.                                                                                       |
|   |   |                                                                                                                                             |
| 9.     |   | Re-testing  (at purchaser’s expense) must be allowed, if required.                                                                          |
|   |   |                                                                                                                                             |
| 10.    |   | GE  receives a copy of the final test results.                                                                                                   |
|   |   |                                                                                                                                             |
| 11.    |   | A  compressor wash prior to testing is highly recommended.                                                                                       |
|   |   |                                                                                                                                             |
| 12.    |   | The area around the turbine is to be treated (e.g.sprayed  down with water) to minimize airborne dust.                                           |

 

----

 

 

**Attachment 7 - Services andSpecial Conditions For On-Site Services (Technical Advisory Services Only)**

** **

69

----

 

**Services Scope of Supply**

** **

Seller will provide technical advisory supervisionservices for the Installation and Commissioning of the combustion turbinepackage.  Installation services willinclude supervising the installation of the combustion turbine package by theOwner’s construction contractor. Commissioning services will include flushing supervision, checkout, andcommissioning supervision of combustion turbine mechanical systems, checkoutand commissioning supervision of combustion turbine electrical systems, andcheckout and commissioning of the combustion turbine package control system.  Seller will provide all general hand toolsrequired for the commissioning of the unit. Flushing and calibration kits can also be provided at GE Energy standardpublished rates.

 

The personnel required at site for the installationand commissioning of the combustion turbine packages is as noted below.  The scope of work included in this proposalassumes that the installation and commissioning schedule of the combustionturbine package is not impacted by the installation and commissioning schedulesof additional balance of plant equipment that is not provided by Seller (suchas a demineralized water plant, steam turbine, gas compressors, etc.).

 

Mechanical and Controls TA – Total of 5,160 estimatedman-hours between these individuals.

 

Also included in the services quoted are the variouscombustion turbine package vendors will be required to commission specificcombustion turbine package components. These are as noted below:

 

Generator Specialist – This individual will beresponsible for testing of the generator and commissioning of the automaticvoltage regulator system.

 

The normal workweek will be limited to 60 hours (ten (10) hoursper day for six (6) days per week). Standby time will be billed incremental to the hours noted above at theeffective rates at time of service.  Ifthe Installation and Commissioning schedule dictates longer working hourdurations then additional resources can be provided on an incremental dailyrate basis.

 

GE Energy has provided an estimate, for the fieldservice requirements as spelled out in this section of the proposal.  In order to provide a man hour estimateSeller has assumed a construction schedule to arrive at the man-hour estimatesillustrated above. However, the Services will be billed at the rate at time ofservice.  Should the Owner’s schedule orthe Owner’s construction contractor’s experience result in an increase in theconstruction duration assumed the latest version of the enclosed Service Rateswould be applied as appropriate.

 

70

----

 

**SC-S1. Definitions**

** **

###### (b)                                “TechnicalAdvisors” or “Field Engineers” shall mean the personnel provided by the Sellerwho will perform Technical Advisory or Field Engineering Services.  Technical Advisors and Field Engineersprovided by Seller shall preferably be fluent in the Spanish language.  Buyer shall have the right to request theprompt replacement of any Technical Advisor or Field Engineer upon writtennotice to Seller. All efforts will be made to have Spanish speaking TA’s.

######  

###### (c)                                 “TechnicalAdvisory Services” or “Field Engineering Services” shall mean technical adviceand counsel from Technical Advisors or Field Engineers provided by the Sellerbased on the Seller’s current engineering, manufacturing, installation andoperation practices as applicable to the Equipment.  Such services may include testing,adjustment, programming and other similar services.  Technical Advisory Services or FieldEngineering Service do not include supervision or management of the Buyer’semployees, agents, or other contractors.

######  

###### (d)                                “Work Scope”means the “Technical Advisory Services” or “Field Engineering Services” workscope included in Attachment 1, Scope of Supply.

######  

**SC-S2.**         Service Price Basis

** **

The price for Technical Advisory Services isset forth in the Technical Advisory Rate Sheet at time of service. The attachedTechnical Advisory Rate sheet is for information purposes only.

 

**SC-S3.**         Buyer’s Obligations At The Site

** **

The Buyer will render all reasonableassistance to the Seller’s personnel at the Site, including the followingmatters at the Buyer’s cost (except as may be provided in the Contract orotherwise agreed in writing):

 

###### (a)                                 Designatedrepresentative(s) to coordinate activities between the Seller, the Buyerand the Buyer’s other contractors at the Site and to resolve procedures forcertain activities where questions might occur. Such coordination shall include consultation with the Seller’srepresentatives prior to arrival at Site as to the scheduling of all workassociated with the Services.  The Buyer’srepresentative will have immediate access to the Buyer’s warehousing and shopfacilities.

######  

###### (b)                                All drawingsand specifications, technical information and equipment manuals required toperform the work scope and all protective relaying and relay settings, asappropriate.

######  

###### (c)                                 Compressed airand all Site utilities in the amounts, pressures, and voltages required toperform the work scope, including adequate lighting for nightshift work.

######  

###### (d)                                All requiredparts and miscellaneous materials (e.g., bolts, nuts, gaskets, steel plates,consumables, lube oil, hydraulic oil, etc).

######  

71

----

 

###### (e)                                 Heavy liftequipment, hand and power tools and instruments, oxy-acetylene weldingmachines. The Seller’s personnel may bring certain tools, which will remainSeller’s property. At the Buyer’s request, the Seller may make availablecertain special test or installation instruments/equipment under Seller’sestablished rental provisions.

######  

###### (f)                                   Any labor,including labor supervision and equipment operators, that may be required inconnection with the Services.

######  

###### (g)                                Access to laydown space next to the equipment upon which the Services will be performed.

######  

###### (h)                                Climate-controlledand secure office and storage space adjacent to the work area at the Site,including secretarial, clerical and translation assistance, copy machines,office supplies and equipment and appropriate telecommunications, such asinternational and local telephone and fax services.

######  

###### (i)                                    Assistance inthe procurement of all necessary visas and travel documents for Sellerpersonnel including sponsorship, if required, of all Seller personnel to obtainentry and resident visas as required.

######  

###### (j)                                    Not Used.

######  

###### (k)                                 Adequate firefighting equipment and services and site security, meaning the act ofsafeguarding the job site against sabotage, theft, arson, or any otherdishonest or criminal act by physical means, such as guards, fencing, andlighting.  This includes the safeguardingof all Seller tools, consumables, equipment and parts when provided.

######  

###### (l)                                    Personnel forerection, calibration and similar miscellaneous activities associated with themechanical erection and commissioning of the Equipment.

######  

**SC-S4.**         Health and Safety Matters; Hazardous Materials

** **

The Buyer will take all necessaryprecautions, at all times, for the safety of the Seller’s personnel atSite.  This includes, but is not limitedto, instruction of the Buyer’s safety practices, proper and safe handling ofhazardous substances and protection of the Seller’s personnel from exposurethereto, energization/de-energization of all power systems (electrical,mechanical and hydraulic) using a safe and effective lock-out tag procedure,and conducting periodic safety meetings during construction and start-up.

 

The Seller may, from time to time, uponreasonable prior written notice, conduct safety audits to insure safeconditions exist and make recommendations to the Buyer concerning same.  Neither the conduct or non-conduct of safetyaudits nor the making of any recommendation by the Seller shall relieve theBuyer of the responsibility to provide a safe place to work.  If the Seller’s personnel require medicalattention, local Buyer facilities will be made available to the Seller’spersonnel for the duration of such needs.

 

72

----

 

If, in the Seller’s reasonable opinion, thesafe execution of Services at the Site is, or is apt to be, imperiled by localconditions, the Seller may remove some or all of its personnel from the Siteand/or supervise performances of all or any part of its Services and/orevacuate its personnel and the Buyer shall assist in said evacuation, any ofwhich shall be considered to be an Excusable Delay.

 

Seller recognizes that Buyer may seekflexibility in Seller’s work schedule in order to accelerate the delivery ofProducts or Services.  Seller will seekto accommodate those requests subject to any limitations on maximum workperiods or minimum rest periods imposed by applicable law, it being understoodthat Seller personnel will in any event require at least one Day of rest in anyconsecutive seven-Day period, and shall work no longer than 140 hours in anytwo consecutive weeks or more than 14 hours in any one Day, even whereapplicable law may permit longer working periods or shorter rest periods.  With Seller’s written consent, however,Seller personnel may in some instances work up to seven Days a week for amaximum of 14 Days, but only to the extent permitted by applicable law andrequired by the nature of the work.

 

The operation of equipment at the Site is theresponsibility of the Buyer.  If theBuyer requires or permits the Seller’s personnel to operate equipment at theSite, the Buyer shall indemnify and save the Seller, its employees and agents,harmless from expense and liability (including reasonable attorneys’ fees)incurred by or imposed upon the Seller, its employees and agents, based uponinjury to persons (including death) or damage to property resulting fromoperation of equipment at the Site by the Seller’s personnel, except thatcaused by gross negligence or willful misconduct of Seller’s personnel.

 

To ensure adequate performance of theServices and that the Seller’s personnel are not extended beyond theircapability, the Seller’s personnel will not be required to work on otherprojects or equipment during the term of the Contract.

 

If, at the Site, the Seller encounters toxicsubstances, hazardous substances or hazardous wastes (as such terms may bedefined in any statute or ordinance or regulations promulgated by any federal,state or local governmental authority of the United States or the country ofthe Site) (collectively, the “Hazardous Materials”) which require specialhandling and/or disposal, the Buyer shall immediately take whatever precautionsare required to legally eliminate such hazardous conditions so that the workunder the Contract may safely proceed. If any such Hazardous Materials cause an increase in the Seller’s costof or the time required for performance of any part of the work, an equitableadjustment shall be made in the price and schedule.  The Buyer agrees to properly dispose of allHazardous Materials produced or generated in the course of the Seller’s work atthe Site.  The Buyer shall indemnify theSeller for any and all claims, damages, losses, causes of action, demands,judgments and expenses arising out of or relating to:

 

#### (i)                                    the presence of any Hazardous Materialswhich are present on the Site prior to the commencement of Seller’s work,

####  

#### (ii)                                 improperly handled or disposed of by theBuyer or

####  

#### (iii)                              brought on to the Site or produced thereon by partiesother than the Seller.

####  

73

----

 

The Buyer is responsible for providing Sitesecurity twenty-four hours a Day, seven Days a week, from first Delivery untilTurbine Completion of the last Unit.

 

**SC-S5.**         Miscellaneous

** **

Technical Advisors and Field Engineers arenot authorized to sign Change Orders on behalf of Seller.  All Change Orders must be approved by theProject Manager in advance of work and reduced to a written agreement pursuantto Article 18 of the Contract.

 

In accordance with Article 6.4 of the Contract,Buyer shall have no right to offset or backcharge hereunder, except as providedtherein.

 

**INSERTCURRENT RATE SHEET**

 

74

----

 

**Attachment 8 - Drawing List &Schedule**

** **

**75**

----

** **
| **Drawing Title(1)**                                                      | ** ** | **Drawing  Type(2)** | ** ** | **LD Drawings** | ** ** | **Group** | ** ** | **Submittal  Date  (weeks  prior to  RTS)(3),(4),(5)** | ** ** |
|--------------------------------------------------------------------------------|------------|----------------------|------------|----------------------|------------|-----------|------------|-------------------------------------------------------------|------------|
| General  Arrangement, Main Unit                                                |       | CA                   |       | *                    |       | 1         |       | 38                                                          |       |
| One  Line Diagram, Generator                                                   |       | CA                   |       | *                    |       | 1         |       | 38                                                          |       |
| Installation  Foot Print, Anchor Bolt & Shear Lug Location, Main Unit |       | CI                   |       | *                    |       | 1         |       | 38                                                          |       |
| Lift  Arrangement                                                              |       | CI                   |       |                 |       | 5         |       | 30                                                          |       |
| Shipping  Data                                                                 |       | CI                   |       |                 |       | 5         |       | 30                                                          |       |
| Flow &  Equipment Symbols, Mechanical                                 |       | CI                   |       |                 |       | 2         |       | 36                                                          |       |
| Flow &  Instrument Diagram, Turbine Fuel System                       |       | CI                   |       |                 |       | 2         |       | 36                                                          |       |
| Flow &  Instrument Diagram, Turbine Lube Oil System                   |       | CI                   |       |                 |       | 2         |       | 36                                                          |       |
| Flow &  Instrument Diagram, Generator Lube Oil System                 |       | CI                   |       |                 |       | 2         |       | 36                                                          |       |
| Flow &  Instrument Diagram, Water Wash System                         |       | CI                   |       |                 |       | 2         |       | 36                                                          |       |

 

----

| (1)    | Some of the above drawings may not be required on  specific jobs.                                                                                                                                                                                                                                                                                                                           |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                        |
| (2)    | CA – Customer Approval                                                                                                                                                                                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                        |
|   | CI – Customer Information                                                                                                                                                                                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                        |
|   | REF – Reference Drawings supplied with Operation  and Maintenance Manuals                                                                                                                                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                        |
| (3)    | Custom features for specific project requirements  may require additional time.                                                                                                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                        |
| (4)    | Submittal time is for standard equipment and is  shown in weeks prior to notice of RTS (Ready to Ship) date, after receipt of  a mutually agreed upon purchase order, a fully conformed design specification  and following completion of the post award Order Definition Meeting  (ODM).  ODM to take place a minimum of  10 weeks prior to first set (Group 1) of drawing due dates. |
|   |                                                                                                                                                                                                                                                                                                                                                                                        |
| (5)    | A drawing is considered submitted when uploaded to  the www.projectnet.com site.                                                                                                                                                                                                                                                                                                            |

 

76

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| **Drawing Title(1)**                                                   | ** ** | **Drawing  Type(2)** | ** ** | **LD Drawings** | ** ** | **Group** | ** ** | **Submittal  Date  (weeks  prior to  RTS)(3),(4),(5)** | ** ** |
|-----------------------------------------------------------------------------|------------|----------------------|------------|----------------------|------------|-----------|------------|-------------------------------------------------------------|------------|
| Flow &  Instrument Diagram, Ventilation& Combustion Air System |       | CI                   |       |                 |       | 2         |       | 36                                                          |       |
| Flow &  Instrument Diagram, Fire Protection System CO2(6)          |       | CI                   |       |                 |       | 2         |       | 36                                                          |       |
| Flow &  Instrument Diagram, Hydraulic Start System                 |       | CI                   |       |                 |       | 2         |       | 36                                                          |       |
| Flow &  Instrument Diagram, Water Injection Pump                   |       | CI                   |       |                 |       | 2         |       | 36                                                          |       |
| Flow &  Instrument Diagram, Sprint System Skid                     |       | CI                   |       |                 |       | 2         |       | 36                                                          |       |
| Flow &  Instrument Diagram, Turbine Hydraulic System (DLE Only)    |       | CI                   |       |                 |       | 2         |       | 36                                                          |       |
| Flow &  Instrument Diagram, Sprint System Main Unit                |       | CI                   |       |                 |       | 2         |       | 36                                                          |       |
| Instrumentation  Diagram, Auxiliary Systems                                 |       | CI                   |       |                 |       | 2         |       | 36                                                          |       |
| General  Arrangement, Auxiliary Skid                                        |       | CI                   |       | *                    |       | 1         |       | 38                                                          |       |
| General  Arrangement, Air Filter                                            |       | CI                   |       | *                    |       | 1         |       | 38                                                          |       |
| General  Arrangement, Sprint Skid                                           |       | CI                   |       |                 |       | 1         |       | 38                                                          |       |
| General  Arrangement, Water Injection Skid                                  |       | CI                   |       |                 |       | 1         |       | 38                                                          |       |
| General  Arrangement, Fire Protection Skid(6)                               |       | CI                   |       |                 |       | 1         |       | 38                                                          |       |
| General  Arrangement, Chromatograph (DLE only) (6)                          |       | CI                   |       |                 |       | 1         |       | 38                                                          |       |
| General  Arrangement, Fin Fan Lube Oil Cooler(6)                            |       | CI                   |       | *                    |       | 1         |       | 38                                                          |       |

 

----

| (6) | Supplier Drawing |
|-----|------------------|

 

77

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| **Drawing Title(1)**                             | ** ** | **Drawing  Type(2)** | ** ** | **LD Drawings** | ** ** | **Group** | ** ** | **Submittal  Date  (weeks  prior to  RTS)(3),(4),(5)** | ** ** |
|-------------------------------------------------------|------------|----------------------|------------|----------------------|------------|-----------|------------|-------------------------------------------------------------|------------|
| Abbr.,  Symbols & Reference Data, Electrical |       | CI                   |       |                 |       | 1         |       | 38                                                          |       |
| Schematic,  Generator Excitation System               |       | CI                   |       |                 |       | 3         |       | 34                                                          |       |
| Schematic,  Diagram, Circuit Breaker Control          |       | CI                   |       |                 |       | 3         |       | 34                                                          |       |
| Schematic  Diagram, Motor Control Center              |       | CI                   |       |                 |       | 3         |       | 34                                                          |       |
| Three  Line Diagram, Generator Metering               |       | CI                   |       |                 |       | 3         |       | 34                                                          |       |
| Schedule,  Motor Control Center                       |       | CI                   |       |                 |       | 2         |       | 36                                                          |       |
| Interconnect  Plan, Electrical System                 |       | CI                   |       | *                    |       | 2         |       | 36                                                          |       |
| Interconnection  Wiring Diagram, Customer             |       | CI                   |       | *                    |       | 4         |       | 32                                                          |       |
| Interconnect  Cable Schedule                          |       | CI                   |       | *                    |       | 4         |       | 32                                                          |       |
| Plan &  Elevation, 24V DC Battery System     |       | CI                   |       |                 |       | 1         |       | 38                                                          |       |
| Plan &  Elevation, 125 V DC Battery System   |       | CI                   |       |                 |       | 1         |       | 38                                                          |       |
| Plan &  Elevation, Turbine Control Panel     |       | CI                   |       | *                    |       | 3         |       | 34                                                          |       |
| Plan &  Elevation, Lineside Cubicle          |       | CI                   |       | *                    |       | 1         |       | 38                                                          |       |
| Plan &  Elevation, Neutral Cubicle           |       | CI                   |       | *                    |       | 1         |       | 38                                                          |       |
| Schematic,  Lighting & Distribution          |       | CI                   |       |                 |       | 3         |       | 34                                                          |       |
| Schematic,  Vibration                                 |       | CI                   |       |                 |       | 3         |       | 34                                                          |       |
| Schematic,  Communication                             |       | CI                   |       |                 |       | 3         |       | 34                                                          |       |
| Area  Classification Drawing                          |       | CI                   |       |                 |       | 3         |       | 34                                                          |       |
| Area  Classification Report                           |       | CI                   |       |                 |       | 3         |       | 34                                                          |       |
| Schematic,  Diagram, Discrete Control                 |       | CI                   |       |                 |       | 5         |       | 30                                                          |       |

 

78

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| **Drawing Title(1)**                                   | ** ** | **Drawing  Type(2)** | ** ** | **LD Drawings** | ** ** | **Group** | ** ** | **Submittal  Date  (weeks  prior to  RTS)(3),(4),(5)** | ** ** |
|-------------------------------------------------------------|------------|----------------------|------------|----------------------|------------|-----------|------------|-------------------------------------------------------------|------------|
| Schematic,  Diagram, Analog Control                         |       | CI                   |       |                 |       | 5         |       | 30                                                          |       |
| Generator  Protective Relay Settings                        |       | CI                   |       |                 |       | 5         |       | 30                                                          |       |
| Digital  Multi-function Meter Settings                      |       | CI                   |       |                 |       | 5         |       | 30                                                          |       |
| Digital  Synchronizer Settings                              |       | CI                   |       |                 |       | 5         |       | 30                                                          |       |
| AVR  Settings                                               |       | CI                   |       |                 |       | 5         |       | 30                                                          |       |
| Wiring  Diagram, Lineside Cubicle                           |       | M                    |       |                 |       |      |       |                                                        |       |
| Wiring  Diagram, Neutral Cubicle                            |       | M                    |       |                 |       |      |       |                                                        |       |
| Wiring  Diagram, Turbine Control Panel, Control Cubicle     |       | M                    |       |                 |       |      |       |                                                        |       |
| Wiring  Diagram, Turbine Control Panel, Termination Cubicle |       | M                    |       |                 |       |      |       |                                                        |       |
| Wiring  Diagram, Auxiliary Skid                             |       | M                    |       |                 |       |      |       |                                                        |       |
| Wiring  Diagram, Generator Skid                             |       | M                    |       |                 |       |      |       |                                                        |       |
| Wiring  Diagram, Turbine Skid                               |       | M                    |       |                 |       |      |       |                                                        |       |
| Wiring  Diagram, Sprint Skid                                |       | M                    |       |                 |       |      |       |                                                        |       |
| Wiring  Diagram, Air Filter                                 |       | M                    |       |                 |       |      |       |                                                        |       |
| Wiring  Diagram, Fire & Gas Protection System(6)   |       | M                    |       |                 |       |      |       |                                                        |       |
| Nameplate  List, Engraving Schedule and Switch Development  |       | M                    |       |                 |       |      |       |                                                        |       |
| Worksheet,  Control System                                  |       | M                    |       |                 |       |      |       |                                                        |       |

 

79

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**REFERENCE DRAWINGS (Included inOperation and Maintenance Manuals)**

** **

Wiring Diagrams

 

Nameplate List, Engraving Schedule, & SwitchDevelopment

 

Fuel Control Layout

 

Worksheet, Fuel Control

 

Sequencer Layout

 

Worksheet, Distributed I/O Configuration

 

**MANUALS**

** **
| I&C Manuals |   | 1  month prior to shipment |
|-----------------|--------|----------------------------|
|            |   |                       |
| O&M Manuals |   | 1  month after shipment    |

 

NOTES:

 

1)                                     Submittal time is forstandard equipment and is shown in weeks after receipt of a mutually agreedupon purchase order, a fully conformed design specification, and the post awardOrder Definition Meeting (ODM).

 

2)                                     Submittal time is forstandard manufacturing cycles for equipment and if delivery timeframe requiredis in excess of standard manufacturing cycles then submittal timeframes may beextended.

 

3)                                     Custom designed features forspecific project requirements may require additional submittal times.

 

Some of the above drawingsmay not be required on specific jobs.  Adrawing is considered submitted when uploaded to the www.projectnet.com site.

 

**Drawing Quantities and Format**

** **

Seller places customers’drawings on ProjectNet, a secure internet site, (www.project-net.com).  On this site the drawings can be viewed,printed and annotated by the customer.

 

Seller provides all manualsin CD format for convenient access and distribution.  In addition, by using web-based technologySeller provides today’s customers with instant and secure access to their unit’soperation and maintenance documentation with easy updates and “real time”information.

 

80

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**Attachment9 - Payment Schedule**

 

81

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**PAYMENT SCHEDULE**

 
| **Payment* Date**                  | ** ** | **Unit #1** | ** **        | **Unit #2** | ** **   | **Unit #3**  | ** **   | **Total**    | ** **        | **Inv.**     | ** **   | **Inv. Amounts**  | ** ** |
|-----------------------------------------|------------|------------------|-------------------|------------------|--------------|-------------------|--------------|--------------|-------------------|--------------|--------------|-------------------|------------|
| **Price**                               | ** ** | **$**            | **17,155,000.00** | ** **       | **$**        | **17,155,000.00** | ** **   | **$**        | **17,155,000.00** | ** **   | **$**        | **51,465,000.00** | ** ** | ** ** | ** ** | ** ** | ** ** |
|                                    |       |             |              |             |         |              |         |         |              |         |         |              |       |
| **September 26, 2008**             |       | $                | 1,715,500.00      |             | $            | 1,715,500.00      |         | $            | 1,715,500.00      |         | $            | 5,146,500.00      | ** ** | **1** | ** ** | **$** | **5,146,500.00** | ** ** |
| **October 15, 2008**               |       | $                | 1,143,666.67      |             |         | ** **        | ** **   | ** **   | $                 | 1,143,666.67 | ** **   | **2**             | ** ** | **$** | **1,143,666.67** | ** ** |
| **November 15, 2008**              |       | $                | 1,143,666.67      |             | $            | 1,143,666.67      |         |         | ** **        | $            | 2,287,333.33 | ** **        | **3**      | ** ** | **$** | **2,287,333.33** | ** ** |
| **December 15, 2008**              |       | $                | 1,143,666.67      |             | $            | 1,143,666.67      |         | $            | 1,143,666.67      |         | $            | 3,431,000.00      | ** ** | **4** | ** ** | **$** | **3,431,000.00** | ** ** |
| **January 15, 2009**               |       | $                | 1,143,666.67      |             | $            | 1,143,666.67      |         | $            | 1,143,666.67      |         | $            | 3,431,000.00      | ** ** | **5** | ** ** | **$** | **3,431,000.00** | ** ** |
| **February 15, 2009**              |       | $                | 1,143,666.67      |             | $            | 1,143,666.67      |         | $            | 1,143,666.67      |         | $            | 3,431,000.00      | ** ** | **6** | ** ** | **$** | **3,431,000.00** | ** ** |
| **March 15, 2009**                 |       | $                | 1,143,666.67      |             | $            | 1,143,666.67      |         | $            | 1,143,666.67      |         | $            | 3,431,000.00      | ** ** | **7** | ** ** | **$** | **3,431,000.00** | ** ** |
| **April 15, 2009**                 |       | $                | 1,143,666.67      |             | $            | 1,143,666.67      |         | $            | 1,143,666.67      |         | $            | 3,431,000.00      | ** ** | **8** | ** ** | **$** | **3,431,000.00** | ** ** |
| **May 15, 2009**                   |       | $                | 1,143,666.67      |             | $            | 1,143,666.67      |         | $            | 1,143,666.67      |         | $            | 3,431,000.00      | ** ** | **9** | ** ** | **$** | **3,431,000.00** | ** ** |
| **June 15, 2009**                  |       | $                | 1,143,666.67      |             | $            | 1,143,666.67      |         | $            | 1,143,666.67      |         | $            | 3,431,000.00      | ** ** | **10** | ** ** | **$** | **3,431,000.00** | ** ** |
| **July 15, 2009**                  |       | $                | 1,143,666.67      |             | $            | 1,143,666.67      |         | $            | 1,143,666.67      |         | $            | 3,431,000.00      | ** ** | **11** | ** ** | **$** | **3,431,000.00** | ** ** |
| **August 15, 2009**                |       | $                | 1,143,666.67      |             | $            | 1,143,666.67      |         | $            | 1,143,666.67      |         | $            | 3,431,000.00      | ** ** | **12** | ** ** | **$** | **3,431,000.00** | ** ** |
| **September 15, 2009**             |       | $                | 1,143,666.67      |             | $            | 1,143,666.67      |         | $            | 1,143,666.67      |         | $            | 3,431,000.00      | ** ** | **13** | ** ** | **$** | **3,431,000.00** | ** ** |
| **RTS** UNIT 1 September 18 2009** |       | $                | 1,715,500.00      |             |         | ** **        | ** **   | ** **   | $                 | 1,715,500.00 | ** **   | **15**            | ** ** | **$** | **1,715,500.00** | ** ** |
| **October 15, 2009**               |       |             |              | $                | 1,143,666.67 |              | $            | 1,143,666.67 | ** **        | $            | 2,287,333.33 | ** **        | **14**     | ** ** | **$** | **2,287,333.33** | ** ** |
| **RTS** UNIT 2 October 23 2009**   |       |             |              | $                | 1,715,500.00 |              |         |         | $                 | 1,715,500.00 |         | **16**            | ** ** | **$** | **1,715,500.00** | ** ** |
| **November 15, 2009**              |       |             |              |             | ** **   | $                 | 1,143,666.67 | ** **   | $                 | 1,143,666.67 | ** **   | **17**            | ** ** | **$** | **1,143,666.67** | ** ** |
| **RTS** UNIT 3 November 27 2009**  |       |             |              |             | ** **   | $                 | 1,715,500.00 | ** **   | $                 | 1,715,500.00 | ** **   | **18**            | ** ** | **$** | **1,715,500.00** | ** ** |
|                                    |       |             |              |             |         |              |         |         |              |         |         |              |       |
| **Totals**                              | ** ** | **$**            | **17,155,000.00** | ** **       | **$**        | **17,155,000.00** | ** **   | **$**        | **17,155,000.00** | ** **   | **$**        | **51,465,000.00** | ** ** | **TOT** | ** ** | **$** | **51,465,000.00** | ** ** |

 

----

**NOTE:**

***Payments shall be made by wire transferdirectly to Seller’s bank using wire transfer information below.**

****Payments shall be made no later than 5Days after issuance of Notice of Readiness to Ship.**

 

**GE Packaged Power Inc.**

**Acc No 00-388615**

**Deutsche Bank Trust Company America**

**ABA No 0210010033**

**SWIFT: BKTRUS33**

 

----

 

**Attachment10 - Form of Comfort Letter**

 

82

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**Estimated Average EnginePerformance NOT FOR GUARANTEE**

 
|  | **GE Energy** |
|--|---------------|

 
| Performance By: |   | **Johnny  Metcalf**                           |     |           |
|-----------------|--------|-----------------------------------------------|----------|----------------|
| See Also:       |   | **Graph  Below Data Points**                  |     |           |
|            |   |                                          |     |           |
| Engine:         |   | **LM6000  PD-SPRINT**                         | Date:    | **9/11/2008**  |
| Deck Info:      |   | **G0125O -  8g8.scp**                         | Time:    | **7:51:50 AM** |
| Generator:      |   | **MEID  800LL04 60Hz, 13.8kV, 0.9PF (14849)** | Version: | **3.7.3**      |
| Fuel:           |   | **Site Gas  Fuel#900-1883, 21237 Btu/lb,LHV** |     |           |

 

**ThisDeterioration model was generated using the following parameters:**

 

Ambient Temp of 89.8°F, 60.4%RH, 120.0ft., Inlet Temp of 46.0°F, 5.00 Inlet Loss, 6.00 Exhaust Loss and DLENOx Control at 25ppm.

 

Degradation to be applied after200 hrs of operation up to 1000. These numbers apply only when GE operatingprocedures, and fuel, water and air specifications are met.

 

**NOT FORGUARANTEE**

 
| ** **            | ** ** | **% Degradation** | ** ** |
|-----------------------|------------|------------------------|------------|
| **Intervals 5 (hrs)** | ** ** | **Power**              | ** ** | **Heat Rate** | ** ** |
| 0 - 200               |       | 0.00                   |       | 0.00 |   |
| 201 - 400             |       | -0.11                  |       | 0.06 |   |
| 401 - 600             |       | -0.17                  |       | 0.09 |   |
| 601 - 800             |       | -0.24                  |       | 0.12 |   |
| 801 - 1000            |       | -0.32                  |       | 0.15 |   |

 

83

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**Attachment 12 - TerminationSchedule**

 

84

----

 

**TerminationSchedule**

 
| **On or  Before the Below Date**       | ** ** | **Unit #1** | ** **   | **Unit #2** | ** **   | **Unit #3** | ** **   | **Total**    | ** **   |
|----------------------------------------|------------|------------------|--------------|------------------|--------------|------------------|--------------|--------------|--------------|
| ** **                             |       |             |         |             |         |             |         |         |         |
| **September 26, 2008**            |       | $                | 1,715,500.00 |             | $            | 1,715,500.00     |         | $            | 1,715,500.00 |   | $ | 5,146,500.00 |   |
| **October 15, 2008**              |       | $                | 1,143,666.67 |             |         |             |         |         | $            | 6,290,166.67 |   |
| **November 15, 2008**             |       | $                | 1,143,666.67 |             | $            | 1,143,666.67     |         |         |         | $ | 8,577,500.00 |   |
| **December 15, 2008**             |       | $                | 1,143,666.67 |             | $            | 1,143,666.67     |         | $            | 1,143,666.67 |   | $ | 12,008,500.00 |   |
| **January 15, 2009**              |       | $                | 1,143,666.67 |             | $            | 1,143,666.67     |         | $            | 1,143,666.67 |   | $ | 15,439,500.00 |   |
| **February 15, 2009**             |       | $                | 1,143,666.67 |             | $            | 1,143,666.67     |         | $            | 1,143,666.67 |   | $ | 18,870,500.00 |   |
| **March 15, 2009**                |       | $                | 1,143,666.67 |             | $            | 1,143,666.67     |         | $            | 1,143,666.67 |   | $ | 22,301,500.00 |   |
| **April 15, 2009**                |       | $                | 1,143,666.67 |             | $            | 1,143,666.67     |         | $            | 1,143,666.67 |   | $ | 25,732,500.00 |   |
| **May 15, 2009**                  |       | $                | 1,143,666.67 |             | $            | 1,143,666.67     |         | $            | 1,143,666.67 |   | $ | 29,163,500.00 |   |
| **June 15, 2009**                 |       | $                | 1,143,666.67 |             | $            | 1,143,666.67     |         | $            | 1,143,666.67 |   | $ | 32,594,500.00 |   |
| **July 15, 2009**                 |       | $                | 1,143,666.67 |             | $            | 1,143,666.67     |         | $            | 1,143,666.67 |   | $ | 36,025,500.00 |   |
| **August 15, 2009**               |       | $                | 1,143,666.67 |             | $            | 1,143,666.67     |         | $            | 1,143,666.67 |   | $ | 39,456,500.00 |   |
| **September 15, 2009**            |       | $                | 1,143,666.67 |             | $            | 1,143,666.67     |         | $            | 1,143,666.67 |   | $ | 42,887,500.00 |   |
| **RTS UNIT 1 September 18  2009** |       | $                | 1,715,500.00 |             |         |             |         |         | $            | 44,603,000.00 |   |
| **October 15, 2009**              |       |             |         | $                | 1,143,666.67 |             | $            | 1,143,666.67 |         | $ | 46,890,333.33 |   |
| **RTS UNIT 2 October 23  2009**   |       |             |         | $                | 1,715,500.00 |             |         |         | $            | 48,605,833.33 |   |
| **November 15, 2009**             |       |             |         |             |         | $                | 1,143,666.67 |         | $            | 49,749,500.00 |   |
| **RTS UNIT 3 November 27  2009**  |       |             |         |             |         | $                | 1,715,500.00 |         | $            | 51,465,000.00 |   |

 

----

 

**Attachment 13 - Start Up and Commissioning Spares**

 

85

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| **P/N**        | ** ** | **Description**               | ** ** | **Qty** | ** ** |
|----------------|------------|-------------------------------|------------|---------|------------|
| 5VX1000        |       | Belt,  Generator, Supply Fan  |       | 4       |       |
| 5VS1250        |       | Belt,  Turbine, Exhaust Fan   |       | 6       |       |
| HC9600FKN13Z   |       | Filter  Element, Turbine      |       | 4       |       |
| CONNTECT  5000 |       | Waterwash  (55 Gal Drum)      |       | 1       |       |
| HC9606FKS8Z    |       | Filter  Element, HP Hydraulic |       | 2       |       |
| AL1335         |       | 50 MA Fuses                   |       | 5       |       |
| AL1328         |       | 2 Amp Fuses                   |       | 5       |       |
| AL1310         |       | 0.1 Amp Fuse                  |       | 5       |       |
| AL1269         |       | 4 Amp Fuse                    |       | 5       |       |
| AL1308         |       | 31 MA Fuse                    |       | 5       |       |
| P13-2582       |       | 3 Amp Fuse                    |       | 5       |       |
| P13-5712       |       | 1/4 Amp Fuse             |       | 5       |       |
| 226166-001     |       | Calibration,  Gas Cylinder    |       | 1       |       |
| CGI-3L         |       | Gasket,  Flg.4”-300#     |       | 5       |       |
| CGI-3p         |       | Gasket,  Flg.6”-300#     |       | 5       |       |
| CGI-3Q         |       | Gasket,  Flg.8”-300#     |       | 5       |       |
| CGI-6D         |       | Gasket, Flg  1”-600#     |       | 5       |       |
| CGI-6G         |       | Gasket,  Flg.2”-600#     |       | 5       |       |
| CGI-6J         |       | Gasket,  Flg.3”-600#     |       | 5       |       |
| CGI-6L         |       | Gasket,  Flg.4”-600#     |       | 5       |       |
| HC9600FKD13Z   |       | Fuel Filter  (Liquid)         |       | 2       |       |
| ACB2442440Y1   |       | Filter  Element, Turbine Hyd  |       | 1       |       |
| P16-5659       |       | Filter  Element, Hyd Start    |       | 2       |       |
| HUOO157956     |       | Filter  Element, Charge Pump  |       | 1       |       |

 

----

 

**Attachment 14 - GE Parent Guaranty**

 

86

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**GUARANTY AGREEMENT**

 

This **GUARANTY AGREEMENT** (the “Guaranty”) is made as of the[Day]th day of [Month], [Year], by **GENERAL ELECTRIC COMPANY**,a corporation duly organized and existing under the laws of the State of NewYork, U.S.A., with its head office situated at 3135 Easton Turnpike, Fairfield,Connecticut 06431, U.S.A., and a place of business at 1333 West Loop South,Houston, TX 77027 U.S.A. (herein called “Guarantor”), for the benefit ofEmpressa Electrica Nueva Esperanza S.R.L., a Peruvian limited liabilitypartnership, with its head office situated at Av. Larco 1301 - Oficina, 1902Torre Parque Mar, Miraflores 18, Peru (herein called “Owner”).  (Guarantor and Owner are individuallyreferred to herein as a “Party” and collectively as the “Parties”.)

 

**RECITALS:**

 

**WHEREAS**, GE Packaged Power, Inc., acorporation duly organized and existing under the laws of the State ofDelaware, U.S.A., with its head office situated at 1333 West Loop SouthHouston, TX  77008 (herein called “Contractor”)is a wholly owned affiliate of Guarantor;

 

**WHEREAS**, Owner has entered into an agreementwith Contractor dated September 25th, 2008 (together with theschedules, annexes, and exhibits thereto and as the same may be amended fromtime to time, herein called the “Contract”), for the supply of three (3) gasturbine generator to be located in the vicinity of Caleta Cruz, northwesternPeru;

 

**WHEREAS,** Guarantor is the ultimate parentcompany of Seller and the agreement of Owner to enter into the Contract is ofsubstantial and material benefit to Guarantor; and

 

**WHEREAS,**in order to induce Owner to enter into theContract and pursuant to****Article 35of the Contract which requires Seller to obtain and deliver a parent companyguaranty of Seller’s performance under the Contract, the Guarantor has agreedto execute and deliver this Guaranty.

 

**NOW, THEREFORE,** in consideration of the abovepremises, the mutual covenants set forth herein, and for other good andvaluable consideration, the receipt and adequacy of which are hereby expresslyacknowledged, the Parties hereto agree as follows:

 

1.  Guarantor unconditionally andirrevocably guarantees to Owner that in the event of Seller failing in anyrespect to perform or observe any or all the terms and provisions of theContract, Guarantor shall immediately upon first demand in writing by Ownerperform or take such steps as are necessary to achieve performance orobservance of such terms and provisions and shall indemnify and keepindemnified Owner against any and all losses, damages, claims, costs, charges,and expenses howsoever arising from the said failure. This Guaranty is anabsolute, unconditional and continuing guaranty of payment and performance andnot of collection and Guarantor agrees that its obligations hereunder are thoseof primary obligor and not merely of a surety.

 

2.  The liability of Guarantorhereunder shall not be released, reduced, affected or discharged by (i) anyalteration in the relationship between Seller and Owner which has beenconsented to by Seller in writing (with or without the knowledge or consent ofGuarantor); (ii) or by any forbearance or indulgence by Owner towardsSeller or Guarantor whether as to payment, time, performance, or otherwise; (iii) anyinsolvency, bankruptcy or similar occurrence of the Contractor; (iv) anyamendment, compromise, 

 

1

----

 

settlement, release, change, modification, termination or waiver of orconsent to any departure from the Contract.

 

3.  Guarantor agrees to make anypayment due hereunder upon first written demand without set-off or counterclaimand without any legal formality such as protest or notice being necessary, andwaives all privileges or rights which it may have as a guarantor, including anyright to require Owner to claim payment or to exhaust remedies against Selleror any other person.

 

4.  The obligations of Guarantorhereunder shall continue in full force and effect until Contractor shall havefully discharged all of its obligations under and in accordance with theContract.

 

5.  Owner may assign, charge, ortransfer all or any of its right, title and interest in this Guaranty, withoutGuarantor’s consent, upon such terms as Owner may think fit to any banks andfinancial institutions providing credit or guaranty facilities to Owner or anaffiliate thereof in connection with the Contract and any agent or securitytrustee acting on their behalf, and may otherwise assign this Guaranty underthe same conditions in which it may assign the Contract.  This Guaranty and the undertakings hereincontained shall be binding upon the successors and assigns of Guarantor andshall extend to and inure for the benefit of the successors or permitted assigneesof Owner.  No person other than Owner orsuch permitted assignees as described above is intended as a beneficiary ofthis Guaranty nor shall any such person have any rights hereunder.  Owner may not otherwise assign or otherwisetransfer any of its rights or obligations hereunder.

 

6.  Notwithstanding anything tothe contrary above, in the event of any claim under this Guaranty, Guarantorshall be entitled to assert any defense, set-off or counterclaim that Sellercould assert had such claim been made directly against any person under theContract.

 

7. Guarantor hereby waives promptness, diligence, presentment, protest,demand for payment, notice of default or nonpayment.

 

8.  Guarantor waives any right torequire Owner to pursue any right or remedy first against Contractor or anyother person or entity which may be liable in respect of the guaranteedobligations or against any collateral or guaranty thereof or right or offsetwith respect thereto.

 

9.  In the event there is anydispute under the Contract that relates to a sum being claimed under thisGuaranty, the obligations under this Guaranty related solely to such dispute,shall be suspended pending the resolution of such dispute either by agreementof Owner and Contractor or by non-appealable final judicial order.

 

10.  This Guaranty shall begoverned by and construed in accordance with the laws of the State of New York,provided that any provision of such law invalidating any provision of thisGuaranty or modifying the intent of the Parties as expressed in the terms ofthis Guaranty shall not apply.

 

11.  Any legal action orproceeding with respect to this Guaranty shall be brought in the United StatesDistrict Court for the Southern District of New York or, if such court lacksjurisdiction, in the Supreme Court of the State of New York in New YorkCounty.  Each of the Parties herebyaccepts and consents to, generally and unconditionally, the jurisdiction of theaforesaid courts and appellate courts from any appeal thereof.  Each of the Parties irrevocably consents tothe service of process out of any of the aforementioned courts in any suchaction or proceeding by the mailing of copies thereof by registered orcertified mail, postage prepaid, to such Party at the address first set forthin the Contract.  Each of the Partieshereby irrevocably waives any objection which it may now or hereafter have tothe laying of 

 

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venue of any of the aforesaid actions or proceedings arising out of orin connection with this Guaranty brought in the courts referred to above andhereby further irrevocably waives and agrees not to plead or claim in any suchcourt that any such action or proceeding brought in any such court has beenbrought in an inconvenient forum.

 

**IN WITNESS WHEREOF**, the Parties hereto havecaused this Agreement to be executed by their respective authorizedrepresentatives as of the date first written above.

 

 
| **Empressa Electrica Nueva Esperanza S.R.L.** |       | **GENERAL ELECTRIC COMPANY** |
|-----------------------------------------------|------------|------------------------------|
|                                          | ** ** | ** **                   |
|                                          | ** ** | ** **                   |
| By:                                           |       | ** **                   | By: | ** ** |
|                                          | ** ** | ** **                   |
| Name:                                         |       | ** **                   | Name: | ** ** |
|                                          | ** ** | ** **                   |
| Title:                                        |       | ** **                   | Title: | ** ** |
|                                               |            |                              |  |  |  |  |  |  |

 

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**Attachment 15 - Form ofStandby Letter of Credit**

 

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IRREVOCABLEPERFORMANCE STANDBY LETTER OF CREDIT (REF. NO.)

 
| Issuing Bank:                                  |   | GE Relationship bank                                            |
|------------------------------------------------|--------|-----------------------------------------------------------------|
|                                           |   |                                                            |
| Confirming Bank:                               |   | (no confirmation  required if issued by a GE Relationship Bank) |
|                                           |   | otherwise -  confirmation by GE Relationship bank - NY          |
|                                           |   |                                                            |
|                                           |   |                                                            |
| Amount:                                        |   | U.S. $                                                          |
|                                           |   |                                                            |
| Issue Date:                                    |   |                                                            |
|                                           |   |                                                            |
| Expiration Date:                               |   |                                                            |
|                                           |   |                                                            |
| Beneficiary:                                   |   | GE Packaged  Power, Inc.                                   |
|                                           |   | 1333 West Loop South                                            |
|                                           |   | Houston, TX 77027                                               |
|                                           |   |                                                            |
| Applicant: Empressa  Electrica Nueva Esperanza |   |                                                            |

 

Gentlemen:

 

By order of our client,                               (Name and Address of Component) (hereinafterknown as “                “)and for account of same, we hereby establish our Irrevocable Standby Letter ofCredit (“Letter of Credit”).  We herebyauthorize you to draw on****(Name &Address of Bank) up to an aggregate amount of  (Written Amount), (USD) to beavailable to (GE Packaged Power, Inc.) when accompanied by thefollowing documents:

 

1.               Your sight draft onus;

 

2.               A statementpurportedly signed by a corporate officer of GE stating that:

 

“(Insertname of Applicant)  has failed to fulfillits contractual payment obligations in accordance with the terms of theContract dated (insert date) between (customer) and GE Packaged Power, Inc.and we hereby demand payment in the amount of (Written Amount and Figures) ($   ) under yourStandby Letter of Credit No.               ”.;

 

This Letter of Creditwill automatically expire on the earliest of:

 

(i)                                     Thedate that the Amount of this Letter of Credit is reduced to zero;

(ii)                                  Thedate this Letter of Credit is returned for cancellation;

(iii)                               DD-MM-YYYY

 

Drafts must be drawn andpresented at our office at (location) not later than (expiry date).

 

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The amount of any draftdrawn hereunder must be endorsed on this Letter of Credit and marked: “Drawnunder (Issuing Bank Name), Irrevocable Standby Letter of Credit No.        “and indicate the date drawn.

 

All opening bank chargesincluding, but not limited to fees or commissions shall be for Applicant’saccount.

 

Except as far asotherwise expressly stated herein, this Letter of Credit is subject to theUniform Customs and Practice for Documentary Credits (1993 Revision)International Chamber of Commerce Publications No. 500.  As to matters not covered by UCP, this Letterof Credit shall be subject to and governed by the laws of the State of NewYork.

 
|                      |   |
|---------------------------|--------|
| Authorized  Signatures(s) |   |

 

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**GUARANTY AGREEMENT**

 

This **GUARANTY AGREEMENT** (the “Guaranty”) is made as of the 29thday of September, 2008, by **GENERAL ELECTRIC COMPANY**,a corporation duly organized and existing under the laws of the State of NewYork, U.S.A., with its head office situated at 3135 Easton Turnpike, Fairfield,Connecticut 06431, U.S.A., and a place of business at 1333 West Loop South,Houston, TX 77027 U.S.A. (herein called “Guarantor”), for the benefit ofEmpresa Electrica Nueva Esperanza S.R.L., a Peruvian limited liabilitypartnership, with its head office situated at Av. Larco 1301 - Oficina, 1902Torre Parque Mar, Miraflores 18, Peru (herein called “Owner”).  (Guarantor and Owner are individuallyreferred to herein as a “Party” and collectively as the “Parties”.)

 

**RECITALS:**

 

**WHEREAS**, GE Packaged Power, Inc., acorporation duly organized and existing under the laws of the State ofDelaware, U.S.A., with its head office situated at 1333 West Loop SouthHouston, TX  77008 (herein called“Contractor”) is a wholly owned affiliate of Guarantor;

 

**WHEREAS**, Owner has entered into an agreementwith Contractor dated September 25th, 2008 (together with theschedules, annexes, and exhibits thereto and as the same may be amended fromtime to time, herein called the “Contract”), for the supply of three (3) gasturbine generator to be located in the vicinity of Caleta Cruz, northwesternPeru;

 

**WHEREAS,** Guarantor is the ultimate parentcompany of Seller and the agreement of Owner to enter into the Contract is ofsubstantial and material benefit to Guarantor; and

 

**WHEREAS,**in order to induce Owner to enter into theContract and pursuant to****Article 35of the Contract which requires Seller to obtain and deliver a parent companyguaranty of Seller’s performance under the Contract, the Guarantor has agreedto execute and deliver this Guaranty.

 

**NOW, THEREFORE,** in consideration of the abovepremises, the mutual covenants set forth herein, and for other good andvaluable consideration, the receipt and adequacy of which are hereby expresslyacknowledged, the Parties hereto agree as follows:

 

1.  Guarantor unconditionally andirrevocably guarantees to Owner that in the event of Seller failing in anyrespect to perform or observe any or all the terms and provisions of theContract, Guarantor shall immediately upon first demand in writing by Ownerperform or take such steps as are necessary to achieve performance orobservance of such terms and provisions and shall indemnify and keepindemnified Owner against any and all losses, damages, claims, costs, charges,and expenses howsoever arising from the said failure. This Guaranty is anabsolute, unconditional and continuing guaranty of payment and performance andnot of collection and Guarantor agrees that its obligations hereunder are thoseof primary obligor and not merely of a surety.

 

2.  The liability of Guarantorhereunder shall not be released, reduced, affected or discharged by (i) anyalteration in the relationship between Seller and Owner which has beenconsented to by Seller in writing (with or without the knowledge or consent ofGuarantor); (ii) or by any forbearance or indulgence by Owner towardsSeller or Guarantor whether as to payment, time, performance, or otherwise; (iii) anyinsolvency, bankruptcy or similar occurrence of the Contractor; (iv) anyamendment, compromise, 

 

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settlement, release, change, modification, termination or waiver of orconsent to any departure from the Contract.

 

3.  Guarantor agrees to make anypayment due hereunder upon first written demand without set-off or counterclaimand without any legal formality such as protest or notice being necessary, andwaives all privileges or rights which it may have as a guarantor, including anyright to require Owner to claim payment or to exhaust remedies against Selleror any other person.

 

4.  The obligations of Guarantorhereunder shall continue in full force and effect until Contractor shall havefully discharged all of its obligations under and in accordance with theContract.

 

5.  Owner may assign, charge, ortransfer all or any of its right, title and interest in this Guaranty, withoutGuarantor’s consent, upon such terms as Owner may think fit to any banks andfinancial institutions providing credit or guaranty facilities to Owner or anaffiliate thereof in connection with the Contract and any agent or securitytrustee acting on their behalf, and may otherwise assign this Guaranty underthe same conditions in which it may assign the Contract.  This Guaranty and the undertakings hereincontained shall be binding upon the successors and assigns of Guarantor andshall extend to and inure for the benefit of the successors or permittedassignees of Owner.  No person other thanOwner or such permitted assignees as described above is intended as abeneficiary of this Guaranty nor shall any such person have any rightshereunder.  Owner may not otherwiseassign or otherwise transfer any of its rights or obligations hereunder.

 

6.  Notwithstanding anything tothe contrary above, in the event of any claim under this Guaranty, Guarantorshall be entitled to assert any defense, set-off or counterclaim that Sellercould assert had such claim been made directly against any person under theContract.

 

7. Guarantor hereby waives promptness, diligence, presentment, protest,demand for payment, notice of default or nonpayment.

 

8.  Guarantor waives any right torequire Owner to pursue any right or remedy first against Contractor or anyother person or entity which may be liable in respect of the guaranteedobligations or against any collateral or guaranty thereof or right or offsetwith respect thereto.

 

9.  In the event there is anydispute under the Contract that relates to a sum being claimed under thisGuaranty, the obligations under this Guaranty related solely to such dispute,shall be suspended pending the resolution of such dispute either by agreementof Owner and Contractor or by non-appealable final judicial order.

 

10.  This Guaranty shall begoverned by and construed in accordance with the laws of the State of New York,provided that any provision of such law invalidating any provision of thisGuaranty or modifying the intent of the Parties as expressed in the terms ofthis Guaranty shall not apply.

 

11.  Any legal action orproceeding with respect to this Guaranty shall be brought in the United StatesDistrict Court for the Southern District of New York or, if such court lacksjurisdiction, in the Supreme Court of the State of New York in New YorkCounty.  Each of the Parties herebyaccepts and consents to, generally and unconditionally, the jurisdiction of theaforesaid courts and appellate courts from any appeal thereof.  Each of the Parties irrevocably consents tothe service of process out of any of the aforementioned courts in any such actionor proceeding by the mailing of copies thereof by registered or certified mail,postage prepaid, to such Party at the address first set forth in theContract.  Each of the Parties herebyirrevocably waives any objection which it may now or hereafter have to thelaying of 

 

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venue of any of the aforesaid actions or proceedings arising out of orin connection with this Guaranty brought in the courts referred to above andhereby further irrevocably waives and agrees not to plead or claim in any suchcourt that any such action or proceeding brought in any such court has beenbrought in an inconvenient forum.

 

**IN WITNESS WHEREOF**, the Parties hereto havecaused this Agreement to be executed by their respective authorizedrepresentatives as of the date first written above.

 

 
| **Empressa Electrica Nueva Esperanza S.R.L.** |              | **GENERAL ELECTRIC COMPANY** |
|-----------------------------------------------|-------------------|------------------------------|
|                                          | ** **        | ** **                   |
|                                          | ** **        | ** **                   |
| By:                                           | /s/ Rafael Zoeger | ** **                   | By: | /s/ Darryl Wilson |
|                                          | ** **        | ** **                   |
| Name:                                         | RAFAEL ZOEGER     | ** **                   | Name: | Darryl Wilson |
|                                          | ** **        | ** **                   |
| Title:                                        | GENERAL MANAGER   | ** **                   | Title: | Vice President |
|                                               |                   |                              |  |  |  |  |  |  |

 

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