Contracts

The main UAN Project documents are, as follows:

The Power and Water Purchase Agreement (“PWPA”):

The PWPA is the contract by which ADWEC purchases power and water from APC. Payments under the PWPA are based on both available capacity and actual production. The Agreement is in place until 20 years after PCOD. Various supplemental payments are payable in cases such as operation on back-up fuel.

The EPC Contract:

This governs the fixed price turnkey agreement for the engineering, procurement and construction of the UAN Plant Extension, and its integration with the New Existing Assets. The Contract is with Mitsui ( Middle East )

The Operation and Maintenance Contract (“O&M Contract”):

The O&M Contract appoints ITM O&M Co. to be responsible for the operation and maintenance of the UAN Plant until 20 years after PCOD.

The Assets Transfer Agreement (“ATA”):

The ATA governs the conditional sale, delivery and transfer of the Existing Assets and ancillary items from the old Umm Al Nar Power Company to APC.

The Land Lease Agreement:

The Land Lease Agreement grants a lease over the site on which the Project is to be located and it details the procedures for the decommissioning, transfer and redelivery of the Old Existing Assets back to ADWEA. Its initial term is 25 years.

Contractual Service Agreement (“CSA”):

ITM O&M Co. and General Electric International Inc. entered into the CSA in order to cover the planned and unplanned maintenance of the five General Electric gas turbines. The contract will be for 96,000 factored fired hours per turbine.

The Shareholders Agreement (“SHA”):

APC has been formed under the SHA by Arabian United Power Company (“AUPC”) wholly owned subsidiary of ADWEA and ITM Investment Company established by IPR, TEPCO and MITSUI. The SHA details the contribution obligations of the parties and restrictions on the transfer of shareholdings.