ABC POWER LIMITED

Amendment No.4 to the power purchase agreement

7. Definition of Bonus Months

Effective from the Gas Operation Date, section1.11 Bonus Months
is deleted in its entity, and all references to the term Bonus Months
in the power Purchase Agreement are also deleted.
8. Definition of Bonus Threshold
Effective from the Gas Operation Date, section1.12 of the PPA
Bonus Threshold in the Power Purchase Agreement are also deleted.
9. Definition of Complex
The definition of Complex contained in section 1.26 of the Power
Purchase Agreement, is hereby deleted and replaced in its entirety
with the following.
Complex The 412 MW gross ISO, power station utilizing residual
fuel oil to be converted to use natural gas (as a primary source of fuel
and high speed diesel as a back-up), owned and constructed by the
Company at Sidhnai Barrage, Province of Punjab, whether completed
or at any stage in its construction or conversion including without
limitation or regard to level of development, land, engineering and
design documents, all energy producing equipment and its auxiliary
equipment, fuel storage facilities, and gas handling and metering
facilities and equipment, a switchyard, interconnection facilities (other
than the metering System, the Interconnection Facilities and the
transmission Facilities, as such terms are defined in the Power
Purchase Agreement), necessary for delivery of electricity to Wapda,
at the interconnection point (as defined in the Power Purchase
Agreement), together with all roads, tunnels, pipes, drainage systems,
boundary fences, buildings, other infrastructure items and a colony to
house certain employees of the Company, the Contractors and any
subcontractors, in each case owned by Company and integrally related
to such power station

11.

Definition of Declared available capacity

The definition of Declared Available Capacity contained in Section
1.34 of the Power Purchase Agreement, is hereby deleted and replaced
in its entirety with the following:
The estimated net capacity of the Complex announced daily by the
Company pursuant to section 6.1 which shall equal the Dependable
capacity adjusted for expected compressor inlet temperature and other
expected site conditions for humidity and pressure, less any reduction
in the Dependable Capacity (as adjusted for the same conditions) due
to Scheduled Outages, Forced Outages, Partial forced Outages or
Maintenance Outages.

12.

Definition of Dependable Capacity

In Section 1.36 of the Power Purchase Agreement, following the
phrase Article X in the last line, the following new phrase is hereby
inserted.
Provided, however, that the dependable capacity shall not exceed 395
MW.

22.

Definition of Partial Derating

In section 1.93 of the Power Purchase Agreement, following the
purchase expressed in MW contained in the second line, the
following phrase is hereby added:adjusted for compressor inlet temperature and other site conditions
for humidity and pressure.

27.

Definition of Threshold Interest

A new section 1.121 (A)is hereby added to Article I of the Power
Purchase Agreement to define the term Threshold interest following
Section 1.121 and to read in its entirety as follows:
1.12(A)
Threshold Interest Interest to be charged at the Base
Rate on the Supplemental (Shortfall) Charge during the Agreement
year following such payment, which interest shall be applicable
during the Months that Wapda has Dispatched the Complex in an
amount greater than the Annual Purchase Obligation calculated on a
monthly basis. For the purposes of this definition, the Annual
Purchase Obligation amounts per Months shall be calculated on a
Monthly Pro-rata rolling average basis over a two (2) Agreement year
period, which period shall commence from the beginning of the
Agreement year which precedes payment of a Supplemental
(shortfall) Charge.

31.

Scheduled Outage Periods:

(a)
(b)

Section 6.2(d) of the Power Purchase Agreement is hereby

deleted in its entirety.
Section 6.3(a) of the Power Purchase Agreement is hereby
deleted and replaced in its entirety with the following:
Within forty-five (45) Days following receipt by the company
of the year ahead notification to be provided by Wapda pursuant
to Section 6.2 (a) (i), the Company shall submit to Wapda its
proposed schedule of Scheduled outage period for the year to
which such notification applies. Such schedule Outage periods
shall not exceed twenty-two (22) Days in each Year except that
every fourth (4th) year, up to sixty (60) Scheduled Outages Days
may be scheduled: Provided, however, that if at the end of
twenty-four (24) months between such scheduled sixty (60)
Day periods, the complex completers a cycle of thirty three
thousand (33,000) equivalent operating hours, the Company
shall, upon notice given to Wapda no later than thirty (30) days
following the end of such twenty-four (24) months period have
the right to thirty eight (38) additional Days of Scheduled
Outage in the Year following such twenty four (24) months
(Major Overhauled Cycle year) instead of in the fourth(4th)

(C)

year, and such four (4) ear cycle shall commence from the year
following the Major Overhaul cycle year. The company shall
only propose scheduled Outage periods of the Complex during
the maintenance months, subject, however, to the requirements
of the Technical limits relating to equipment maintenance;
provide, however, that in no event shall any Scheduled Outage
be scheduled during the Months of January, February, May, and
June, provide, further, that Wapda may, at the time of its year
ahead notification to the company, designate any other three
consecutive Months and up to four (4) Months total for the Year
to which such notification applies as Months during which no
such Scheduled Outage shall be allowed. The company shall
take into consideration the Demonstration period designated by
Wapda in the year ahead notification when establishing the
proposed schedule of Scheduled Outage periods: provide,
however, that if the requirements of the Technical Limits or the
scheduling of scheduled outages during Maintenance months
result in a Scheduled Outage during the designated
Demonstration period, then the company shall propose an
alternative Demonstration period at the time of the submission
by the Company of its proposed Schedule Outage periods.
When establishing the proposed schedule of Scheduled Outages
Periods, the Company may propose that Scheduled Outages of
individual generating units may be staged or staggered within
the maintenance Months, provide that the total Scheduled
\outage Periods on a capacity-weighted basis do to exceed the
number of Days allowed for Scheduled Outages for the
Complex. Other scheduling of scheduled Outages may also be
developed by the operating committee subject to Wapdas
approval.
Section 6.3(f) of the Power Purchase Agreement is hereby
deleted and replaced in its entirety with the following:
For each Day that the Company reduces the aggregate
Scheduled outage Periods below twenty-two (22) Days in each
year, the 470 hours provided in Section 9.4(b) shall, for the
purposes of computing liquidated damages payable by the
company, be increased by 12 hours; Provided however, that in
the event that any part or all of a major inspection or hot gas
path inspection does not occur or is not completed during a

32.

Major Overhaul Cycle year or fourth(4th ) Year, then the thirtyeight (38) Days which represent the additional number or Days
required and un-utilized for such major inspection or hot gas
path inspection may be carried over to the next year on a Dayfor Day basis, and such thirty-eight (38) Days carried over shall
be in addition to the twenty-two (22) Days of Schedule Outage
periods for that Year Provide, further, that Wapda may, at the
time of its Year ahead notification to the company, designate
any other three consecutive months and up to four(4) Months
total for the year to which such notification applies as Months
during which no such Scheduled Outage shall be allowed. The
fur (4) year cycle shall then commence from the Year following
the completion of the Major Overhaul Cycle Year: provide,
always, that the company may not schedule more than six (6)
Major Overhaul Cycle years for the remaining term of the
Agreement.
Capacity Payments: In Section 9.1 (a) of the Power Purchase
Agreement following the phrase Commercial Operations date in
lines seven (7), eight (8), nine (9), eleven (11) and twelve (12), the
following new phrase is hereby inserted:
or the Gas Operations date, as the case may be,

33.

Forced Outages and Partial Derating: In Section 9.4(b)(i) of the

Power Purchase Agreement, following the phrase Agreement Year
in the last line, the following new phrase is hereby inserted:
Provided, however, that for the first twelve (12) Months of
operation after the Gas Operations Date, a sum of 20 MW shall be
deducted from the Dependable Capacity for purposes of this section
9.4(b).

34.

Despatch Levels: Section 9.4 (C) of the Power Purchase Agreement is

hereby deleted and replaced in its entirety with the following:
In the event that after a Despatch request followed by a period that is
the greater of (A) a sufficient period of time for the Company to have
complied with the request based on ramp time schedules as provided
in the Technical Limits, or (B) ten (10) minutes, the company does not
achieve the operating level requested by Wapda pursuant to Section

6.2(b) within the time allowed by the Technical Limits, within a

tolerance of plus or minus three percent (3%) then the company shall
pay to Wapda, as.
(C ) Section 6.3(f) of the Purchase Agreement is hereby deleted and
replaced in its entirety with the following:
For each day that the company reduces the aggregate scheduled
outage periods below twenty-two (22) days in each year, the 470
hours provided in section 9.4(b) shall, for the purposes of computing
liquidated damages payable by the company, be increased by 12 hors:
provided, however, that in the even that any part or all of a major
inspection or hot gas path inspection does not occur or is to completed
during a major overhaul cycle year or fourth (4th ) year, then the thirtyeight (38) days which represent the additional number of days
required and un-utilized for such major inspection or hot gas path
inspection may be carried over to the next year on a day-for day basis,
and such thirty-eight (38) days carried over shall be in addition to the
twenty-two(22) days of scheduled outage periods for that year
provided, however, that in no event shall any scheduled outage be
scheduled during the months of January, February, May and June;
provided, further, that Wapda may, at the time of its year ahead
notification to the company, designate any other three consecutive
months and up to four(4) months total for the year to which such
notification applies as months during which no such scheduled outage
shall be allowed. The four (4) year cycle shall then commence from
the year following the completion of the major overhaul cycle year;
provide, always, that the company may not schedule more than six (60
major overhaul cycle years for the remaining term of the agreement.
33.

35.

Forced Outages and Partial Derating in Section 9.4(b)(i) of the

power purchase agreement, following the phrase agreement Year in
the last line, the following new phrase is hereby inserted:
provided, however, that for the first twelve (12) months of
operation after the gas operations date, a sum of 20 MW shall be
deducted from the dependable capacity for purposes of this section
9.4(b).
Payment of liquidated Damages/Gas Efficiency Amount:

(a) section 9.5(a) of the power purchase agreement, is hereby deleted

and replace in its entirety with the following;
From and after the Gas operations date after the end of each month
and after the end of each agreement year Wapda shall commute and
advise the company in the invoice for liquidated damages/gas
efficiency amount of the amount of liquidated damages and/or gas
efficiency amount due to Wapda pursuant to this agreement for the
preceding months or agreement year, as the case may disputes
regarding payments of any amount specified in an invoice for
liquidated damages. Gas efficiency amount shall be resolved pursuant
to the terms of section 9.8 for purposes of the gas efficiency amount,
the company shall provide wapda the copies of invoices received form
the gas supplier within three(3) days of receipt.
(b) In section 9.5(b) of the power purchase agreement, the term
invoice for liquidated damages appearing in the second line is
hereby deleted and replaced in its entirety with the following;
invoice for liquidated damages/gas efficiency amount

ROUSCH POWER LIMITED

Power purchase agreement

1.11 Bonus Month The months of January through June or any other six
(6) Months designated in a notice from Wapda to the company delivered not
less than sixty 60 days prior to the beginning of the applicable agreement
year as the bonus months to which the provisions of section 9.6 shall be
applicable, which months shall only be changed in response to a change in
the peak load months of Wapda and shall not include any maintenance
months.
1.12 Bonus threshold For each of the months of January through June (or
such other bonus months as may be designated by Wapda), the product of (a)
the actual initial dependable capacity of the complex and (b) the number of
hours in such month, multiplied by (c ).87,.85,.81,.81, and .7, respectively:
provided,
however, that the factors in clause (c ) may be changed in
connection with a re-designation of Bonus months by Wapda so long as the
average of such factors is to increased.
1.26 Complex The approximately 412 MW gross ISO, power station
utilizing residual fuel oil to be owned and constructed by the company at
Sdhnai Barage, province of Punjab, whether completed or at any stage in its
construction, including without limitation or regard to level of development,
land, engineering and design documents, all energy producing equipment
and its auxiliary equipment, fuel storage and handling facilities and
equipment, a switchyard, interconnection facilities (other than the metering
system, the interconnection facilities and the transmission facilities)
necessary for delivery of electricity to wapda at the interconnection point,
together with a colony to house certain employees of the company, the
contractors or any subcontractors.

1.34 Declared available capacity The estimated net capacity of the

complex announced daily be the company pursuant tot section 6.1 which, in
the event of a scheduled outage, Forced Outage, partial forced outage, or
maintenance outage, shall equal the dependable capacity less the reduction
due to such scheduled outage, forced outage, partial forced outage or a
maintenance outage.
1.36 Dependable capacity The amount of capacity (adjusted to reference
conditions), expressed in KWs, at the outgoing bus bars of the 500 Kv
substation of the complex as determined by testing from time to time in
accordance with Article X.
1.93 Partial Derating in the event of a partial forced outage, the
dependable capacity of the complex, expressed in MW, minus the declared
available capacity of the complex, expressed in MW.
6.2 (a) Scheduling and Despatch In order to assist with scheduling of the
complex to meet the requirements of Wapda, the parties agree that, from and
after ninety (90) days prior to the scheduled commercial operations date, the
following procedures will be adhered to:

6.3 (a) Scheduled outage periods Within forty-five (45) days following
receipt by the company of the year ahead notification to the provided by
Wapda pursuant to section 6.2 (a)(i), the company shall submit to wapda its
proposed scheduled of scheduled outage periods for the year to which such
notification apples. Such scheduled outage periods shall not exceed twenty
(20) days in each year except that every third 3rd year, cycle period. The
company shall only propose scheduled outage periods of the complex ( other
than a scheduled outage period for washing gas turbines) during the
maintenance months, subject, however, to the requirements of the technical
limits relating to equipment maintenance: provided, however, that in no
event shall any scheduled outage other than a scheduled outage for washing
gas turbines be scheduled during the months of January, February, May, and
June, provide further, that Wapda may, at the time of its year ahead
notification to the company designate any other three consecutive months
and up to four months total for the year to which such notification applies as
month during which no such scheduled outage shall be allowed. In case of
an emergency, arising during a scheduled outage period for washing, the
company shall meet Wapdas requirements unless the company. The
company shall take into consideration the demonstration period designated
by Wapda in the year ahead notification when establishing the proposed
schedule of scheduled outage periods provided however that if the
requirements of the technical limits or the scheduling of scheduled outages
during maintenance months would result in scheduled outage during the
designated demonstration period, the company shall propose an alternative
demonstration period at the time of the submission by the company of its
proposed scheduled outage periods.
6.3(f) for each day that the company reduces the aggregate scheduled outage
periods below twenty (20) days in each first and second year, and below
sixty-eight (68) days of every third (3 rd) year of a three (3) year cycle period
as provided in section 6.3(a), the 470 hours provided in section 9.4(b) shall,
for purposes of computing liquidated damages payable by the company, be
increased by 12 hours provided, however, that in the event that a major
inspection for hot gas path inspection may be carried over to the next year
on a day-for day basis, and the days carried over shall be in addition to the
twenty (20) days of scheduled outage period for that year.

9.1(a) Capacity payments the capacity purchase price shall be established on

the basis of a sixty percent (60%) plant factor as provided in the energy
policy of March 1994 and will be specified for each agreement year in table
1 to schedule 6. From and after the commercial operation date, Wapda shall
pay the capacity payment to the company, in accordance with section 9.7.
For each month, the capacity payment shall be equal to the product of the
capacity purchase price and the dependable capacity in effect for such
month: provided, that if the commercial operations date, occurs on a date
which is not the first day of a month, the capacity payment, for the period
from the commercial operations date through the last day of the month in
which the commercial operations date occurs, shall be multiplied by a
fraction the numerator of which is the number of days remaining in the
month from and including the day immediately following the commercial
operations date and the denominator of which is the number of days in such
month.
9.4(b)(i) Forced outages and partial Derating In the event that the sum of (A)
the equivalent weighted forced outage energy (as hereinafter defined) for the
complex plus (B) the weighted complex partial Derating (as hereinafter
defined) expressed in MWh plus(c ) the weighted complex maintenance
outages (as hereinafter defined) expressed in MWh, shall exceed MWh in
any agreement year (where equals the average dependable capacity
multiplied by 470 hours), then the company shall pay to Wapda , as
liquidated damages, the capacity damages amount multiplied by (A+B+C)
for any agreement year. In computing liquidated damages payable by the
company for the first agreement year, the sum of A+B+C in this equation
shall be multiplied by .75. There shall be no adjustment in any subsequent
agreement year.

9.4( C) Despatch Levels In the event that after two (2) identical Despatch
requests separated by the greater of (A) a sufficient period of time for the
company to have complied with the first request based on ramp time
schedules as provided in the technical limits, or(B) ten (10) minutes, the
company does not achieve the operating level requested by Wapda pursuant
to section 6.2(b) within the time allowed by the Technical Limits, within a
tolerance of plus or minus three percent (3%), then the company shall pay to
wapda, as liquidated damages, an amount equal to Rs.0.30 per KWh for each
KWh outside the tolerance: provide, however, that Wapda shall not be
entitled to liquidated damages pursuant to this section 9.4 (C ) if the
requested operating level cannot be achieved within the technical limits or is
above the declared available capacity of the complex (as adjusted by forced
outages or partial Derating, whether such forced outages or partial Derating,
whether such forced outages or partial Derating are declared prior or
subsequent to such Despatch requests). If the company is unable to meet the
requested Despatch for a continuous period of three (3) hours, then such
shortfall shall be treated as a partial Derating;
9.5 (a) Payment of Liquidated Damages Within fourteen (14) days after the
end of each month and within thirty (30) days of the end of each agreement
year, subject to the companys review, wapda shall compute and advise the
company in the invoice for liquidated damages of the amount of liquidated
damages due to Wapda pursuant to this agreement for the preceding month
or agreement year, as the case may be. Dispute regarding payments of any
amount specified in an invoice for liquidated damages shall be resolved
pursuant to the terms of section 9.8.
9.5 (b) The company shall pay the invoice amount to Wapda by no later than
twenty-five (25) days after delivery by Wapda of the invoice for liquidate
damages, late payment shall bear interest at a rate per annum equal to the
base rate plus two percent per annum (or at the base rate in the event that the
company has notified Wapda within such twenty-five (25) day period that it
disputes such payment and pays within such twenty-five (25) day period all
undisputed amounts) compounded semi-annually and shall be computed for
the actual number of days on the basis of a three hundred sixty-five (365)
day year.