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EXECUTION VERSION
AMMAN EAST POWER PROJECT
POWER PURCHASE AGREEMENT
BETWEEN
THE NATIONAL ELECTRIC

POWER COMPANY
(NEPCO)
AND
AES JORDAN PSC
for a 280 - 400 MW

Gas/Oil Fired, Combined Cycle Electric Facility
Located at Almanakher, Jordan
25 February 2007
LONDON - 97396.22
Table of Contents
TITLE PAGE NO.
ARTICLE 1 DEFINITIONS .................................................................................................2
ARTICLE 2 INTERPRETATION ......................................................................................16
ARTICLE 3 [BLANK]........................................................................................................18
ARTICLE 4 SALE AND PURCHASE OF CAPACITY AND ENERGY.........................19
ARTICLE 5 TERM, DEFAULTS AND REMEDIES ........................................................21
ARTICLE 6 COVENANTS, REPRESENTATIONS AND WARRANTIES ....................27
ARTICLE 7 PRE-OPERATIONAL PERIOD ....................................................................31
ARTICLE 8 TESTING AND CAPACITY RATINGS.......................................................36
ARTICLE 9 LIQUIDATED DAMAGES PAYABLE BY PROJECT COMPANY ..........42
ARTICLE 10 CONTROL AND OPERATION OF THE FACILITY..................................48
ARTICLE 11 JOINT COORDINATING COMMITTEE.....................................................55
ARTICLE 12 ELECTRICAL INTERCONNECTION .........................................................58
ARTICLE 13 METERING....................................................................................................59
ARTICLE 14 BILLING AND PAYMENT ..........................................................................61
ARTICLE 15 INSURANCE REQUIREMENTS .................................................................64
ARTICLE 16 LIABILITY AND INDEMNIFICATION......................................................68
ARTICLE 17 FORCE MAJEURE........................................................................................71
ARTICLE 18 CHOICE OF LAW AND RESOLUTION OF DISPUTES............................77
ARTICLE 19 NO LIABILITY FOR REVIEW ....................................................................79
ARTICLE 20 NOTICES .......................................................................................................80
ARTICLE 21 MISCELLANEOUS PROVISIONS ................................................................1
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THIS POWER PURCHASE AGREEMENT (this "Agreement") is entered into as of this

25th day of February 2007 BETWEEN the National Electric Power Company (herein
referred to as "NEPCO"), with principal offices located at Zahran Street, 7th Circle, Amman,
Jordan, AND AES Jordan PSC, a Private Shareholding Company, duly organized and
existing under the laws of Jordan under the Companies Law No. (22) of 1997 as amended by
Law No. (4) for the Year 2002 and registered in the Companies Register under No. 186 on 11
June 2006 (herein referred to as "the Project Company"), with principal offices located at
20th Floor, Al Burj Building, Jabal Amman, 3rd Circle, Amman, Jordan.
RECITALS
WHEREAS, pursuant to the request for proposals dated June 2005 and issued by the
Ministry of Energy and Mineral Resources on June 7, 2005 (as amended or supplemented),
the Project Company has been chosen to develop, design, finance, construct, test,
commission, complete, own, insure, operate and maintain a gas-fired combined cycle electric
power plant (the "Facility", as hereinafter defined) on a build, own and operate basis at
Almanakher, Jordan, to provide electric power capacity and output to NEPCO;
WHEREAS, under the Jordanian General Electricity Law No. (64) of 2002, the Jordan
Electricity Sector Regulatory Commission may grant a license for the generation of electric
power in Jordan pursuant to an agreement between the GOJ and the Project Company;
WHEREAS, the Project Company desires to sell electric capacity and net energy output of
the Facility to NEPCO in accordance with the terms and conditions set forth in this
Agreement; and
WHEREAS, NEPCO is agreeable to purchasing such electric capacity and net energy output
from the Project Company in accordance with the terms and conditions set forth in this
Agreement.
NOW THIS AGREEMENT WITNESSETH as follows:
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ARTICLE 1
DEFINITIONS
Each of the following capitalised terms shall have the meaning set forth below unless a
different meaning is expressly attributed to it in the Agreement. All units of measurement
used in this Agreement shall conform to the International System of Units (SI) .
"Abandonment" means a voluntarily cessation by the Project Company of the construction

or operation of the Facility and either (i) the Project Company expressly declares in writing
that construction or operation of the Facility will not be resumed; or (ii) that cessation
continues for 120 consecutive Days, provided that an Abandonment shall not occur if the
Project Company is using commercially reasonable and diligent efforts to commence or
reinstate construction or operation.
"Actual Heat Rate" means the Heat Rate expressed in kJ per kWh as determined by
Commercial Operation Tests.
"AGC" means automatic generation control.
"Agent" has the meaning set forth in Article 5.2.
"Agreement" or "PPA" means this Power Purchase Agreement, including its Schedules, as
amended, supplemented or modified in accordance with the terms and conditions herein.
"Allowable Outages Energy" has the meaning set forth in Article 9.3 (a).
"Annual Average Dependable Capacity" means for the relevant Contract Year, an amount
equal to (a) the sum of the multiplication of each Dependable Capacity (including Initial
Dependable Capacity) in effect during such Contract Year by the number of hours that each
such Dependable Capacity was in effect during such Contract Year, divided by (b) the
number of hours in such Contract Year.
"Bank" means the Central Bank of the Hashemite Kingdom of Jordan or any Government
Authority that replaces or supersedes it from time to time.
"Bank Rate" means the average of the prime interest rates collected by the Reference Banks
for credit facilities, or the prime interest rate announced by the Bank from time to time,
whichever is greater.
"Bid Date" means 21 December 2005.
"Business Day" means any Day (including partial Days) of the Year on which banks are
required to be open for business in Jordan.
"Capacity Charge" has the meaning set forth in Schedule 5.
"Cause" means, in relation to the issuance, renewal, revocation, amendment or modification

of any Government Authorization, any default, neglect or failure by the Project Company to
abide by any Laws of Jordan or any of the terms and conditions of any Government
Authorization which entitles the relevant Government Authority to revoke, or refuse to issue
or renew, the Government Authorization or make an amendment to its terms and conditions.
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"Change in Law" means any of the following events occurring as result of any action by
any Government Authority:
(a) the adoption, imposition, promulgation, coming into effect, modification or repeal of
any Law of Jordan that affects the Project; or
(b) any change in the manner in which a Law of Jordan that affects the Project is applied
or interpreted; or
(c) any Withdrawal of Government Authorisation; or
(d) the imposition by a Government Authority (other than for Cause) of any material
condition in connection with the issuance, renewal, or modification of any
Government Authorisation;
(e) any modification of the Connection Agreement pursuant to Clause 3.1.1 or 3.1.2 or
the operation of Clause 1.3 thereof;
that, in the case of (a), (b), (d) and (e), establishes requirements for the design, development,
insuring, financing, procurement, construction, completion, Commissioning, testing,
ownership, operation or maintenance of the Facility that are materially more or less restrictive
or materially more or less costly, or otherwise materially affect the financial benefit of the
Project for the Project Company or its direct shareholders, its indirect shareholders
incorporated in Jordan (each a "Jordanian Shareholder") or any non-Jordanian direct
shareholder of a Jordanian Shareholder in comparison with the requirements, (i) in effect as
of 21 November 2005, (ii) specified in any applications, or other documents filed in
connection with such applications, for the issuance, renewal or modification of any
Government Authorisation filed by the Project Company on or before the Phase 1
Commercial Operation Date or (iii) agreed to by the Project Company in any agreement
comprising the Security Package.
"Combined Cycle Unit" means the generating unit of the Facility formed by combustion
turbines and a steam turbine and the supplementary equipment for generating electric power.
"Commercial Operation Date" means, for each of Phase 1 and Phase 2, the earlier of (i) the
Day following the Day upon which the Phase is Commissioned; or (ii) the Day following the
Day upon which the Phase is deemed Commissioned in accordance with Article 8.
"Commercial Operation Period," means, with respect to the Facility, the period of time
commencing on the Phase 1 Commercial Operation Date and ending on (but including) the
last day of the Term.
"Commercial Operation Tests" mean the tests specified in Schedule 4 to demonstrate that
the standard requirements and the guaranteed values (set out in Schedule 4) are met to
achieve the Commercial Operation Date for each Phase.
"Commissioned" means notification by the Project Company, accompanied by a certificate

of the Engineer, that the tests for Phase 1 or Phase 2, as the case may be, have been
satisfactorily completed in accordance with Schedule 4 and that the Facility meets the
relevant characteristics set out in Schedules 1 and 2, provided that upon receipt of such notice
and certificate the date upon which the Phase is Commissioned satisfactorily shall be set as
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the date upon which such tests for Phase 1 or Phase 2, as the case may be, have been
satisfactorily completed.
"Commissioning" means the process by which a Phase is Commissioned.
"Connection Agreement" means the agreement, substantially in the form of Schedule 3,

dated on or about the date hereof between NEPCO and the Project Company providing for
the connection of the Facility with the Grid System.
"Construction Contract" means the agreement between the Project Company and the
Construction Contractor for the design, engineering, procurement, construction and
Commissioning of the Facility, as amended from time to time.
"Construction Contractor" has the meaning set forth in Article 8.2.2 of the IA.
"Construction Period" means the period of time commencing on the Construction Start Date
and ending on the Phase 2 Commercial Operation Date.
"Construction Security" means the security established in accordance with Article 9.5(a) to
secure the Project Company to pay liquidated damages in accordance with Clauses 9.1 and
9.2.
"Construction Start Date" means the day on which the Project Company issues a "notice to
proceed" to the Construction Contractor.
"Contracted Facility Capacity" means the net electric power generating capacity of the
Facility guaranteed to be provided to the Delivery Point on a continuous basis, adjusted to
Site Reference Conditions, using Natural Gas, which is expected to be 369.67 MW at the
Phase 2 Commercial Operation Date.
"Contracted Phase 1 Capacity" means the net electric power generating capacity of Phase 1
guaranteed to be provided to the Delivery Point on a continuous basis, adjusted to Site
Reference Conditions, using Natural Gas, which is expected to be 247.27 MW at the Phase 1
Commercial Operation Date.
"Contractors" means the Construction Contractor and the O&M Contractor.
"Contract Year" means a period of twelve (12) consecutive months commencing on each
consecutive anniversary of the Phase 1 Commercial Operation Date and ending as of the end
of the Day preceding the next anniversary of the Phase 1 Commercial Operation Date, except
for the first Contract Year which shall start on the Phase 1 Commercial Operation Date.
"Control Centre" means the NEPCO National Control Centre located in Amman, Jordan or
such other control Centre designated by NEPCO from time to time (but not more than one
Centre at a time) which shall issue Dispatch Instructions to the Project Company.
"Day" means a twenty-four (24) hour period beginning and ending at 12:00 midnight Jordan
time.
"Declared Capacity" means the estimated net capacity of the Facility (adjusted to Site
Reference Conditions) announced by the Project Company pursuant to Article 10.3.
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"Delivery Point" means the location at the high voltage bushings of the main power
transformer where the NEPCO Electrical Interconnection Facilities receive the Net Energy
Output from the Project Company.
"Dependable Capacity," means, at any given time, the net capacity of the Facility firing on
Natural Gas, measured in kW (adjusted to Site Reference Conditions), at the Delivery Point
of the Facility as determined by the most recent Dependable Capacity Test.
"Dependable Capacity Test" has the meaning set forth in Schedule 4 and the frequency
described in Article 8.2.
"Dinar", "JD" or "JOD" all mean the lawful currency of Jordan.
"Dispatch Instruction" is an instruction issued directly by the Control Centre to the Project
Company in accordance with (i) the dispatch principles and guidelines established by
NEPCO in accordance with the System Grid Code for the Grid System and the Connection
Agreement; (ii) the Operating Procedures; (iii) the Technical Limits; and (iv) Prudent Utility
Practices.
"Dispute" means any dispute or disagreement of any kind whatsoever between NEPCO and
the Project Company in connection with or arising out of this Agreement including any
disagreement that NEPCO or the Project Company may have with any determination of the
Engineer other than in relation to Clause 7.2(i).
"Distillate Fuel" means distillate No. 2 meeting the Fuel quality specifications contained in
Schedule 8.
"Dollars" or "USD" or "US$" all mean the lawful currency of the United States of America.
"Electrical Interconnection Facilities" means all facilities and equipment described in

Schedule 1 in accordance with the System Grid Code and described in Section 5.2.1 and 5.2.3
of the Connection Agreement, including to: (i) the Delivery Point; (ii) the telemetering,
telecommunication, and technical equipment required to receive signals from the Project
Company and transmit such signals to the National Control Center; (iii) the lines and cables
and associated equipment; (iv) the switching equipment, (v) the protective devices and safety
equipment to be installed between the Delivery Point (exclusive of the metering devices) and
the Grid System to enable the Grid System to receive the Net Energy Output from the Facility
in accordance with this Agreement.
"Emergency" means a condition or situation that in the reasonable opinion of NEPCO poses
an imminent threat of (a) materially adversely affecting the ability of NEPCO to maintain
safe, adequate and continuous electrical service to its customers, having due regard to the
then current standard of electrical energy provided to its customers; or (b) endangering the
safety of people, plant, or equipment.
"Energy Charge" has the meaning set forth in Schedule 5.
"Engineer" means the independent consulting engineering company of international repute

jointly selected by NEPCO and the Project Company and appointed pursuant to the
Independent Engineer Agreement, the costs of whose appointment and retention shall be
shared equally by the Project Company and NEPCO.
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"Environmental Attributes" means (a) credits, benefits, reductions, offsets and other
beneficial allowances, howsoever named or referred to, with respect to any and all fuel,
emissions, air quality, or other environmental characteristics, resulting from the use of
combined cycle generation or the avoidance of the emission of any gas, chemical or other
substance into the air, soil or water attributable to the sale of energy generated by the Project
during the Term and in which Seller has property rights or will have property rights upon
such attributes coming into existence, and include any of the same arising out of legislation or
regulation (i) concerned with (A) oxides of nitrogen, sulfur, or carbon, (B) particulate matter,
soot, or mercury, or (C) implementing the United Nations Framework Convention on Climate
Change (the "UNFCCC") or the Kyoto Protocol to the UNFCCC or crediting "early action"
with a view thereto, and (b) all Environmental Attribute Reporting Rights.
"Equity Documents" means any agreements relating to the issuance, subscription, placement
or underwriting of Shares or other securities convertible into Shares issued by the Project
Company and any instruments constituting or evidencing Shares or other securities
convertible into Shares issued by the Project Company, and any documents or agreements
evidencing or relating to indebtedness for money borrowed by the Project Company from the
Investors or their affiliates which by its terms is subordinated to any indebtedness for
borrowed money incurred by the Project Company under any Financing Document.
"Facility" means a gas/oil-fired combined cycle electric generation plant of 369.67 MW net
to be constructed by the Project Company at a leased site at Almanakher, Jordan, consisting
of combustion turbine generators and a steam turbine generator, whether completed or at any
stage of development and construction, including, without limitation or regard to the level of
development, the leased land, buildings, engineering and design documents, all power
producing equipment and auxiliary equipment including a black start generator, Fuel
handling and storage infrastructures, water intakes and discharges, water treatment and
pumping facilities, solid waste disposal facilities, main and plant transformers, plant
switchgear, and all other installations as described in Schedule 1.
"Financial Close" means the date on which all conditions of the Lenders under the Financing
Documents have been met or waived (in accordance with the terms thereof), and initial
financing disbursements can take place (as certified by the Agent in writing).
"Financing Documents" means the loan agreements, notes, bonds, note or bond purchase
agreements, participation agreements, indentures, security agreements, hedging agreements,
guarantees, political risk agreements (including any guarantee agreement), indemnity
agreement, shareholder support agreements, the Lenders' Direct Agreements and other
documents relating to the construction and permanent financing (including refinancing) of the
Facility or any part thereof provided by any Lender, but excluding any Equity Documents.
"Fixed Operation and Maintenance Charge" has the meaning set forth in Schedule 5.
"Force Majeure" bears the meaning attributable thereto in Clause 17.1.
"Forced Outage" means a failure to make available the Dependable Capacity:
(a) that is not the result of a request by NEPCO in accordance with this Agreement;
(b) that is not the result of a Scheduled Outage or a Maintenance Outage;
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(c) that is not the result of an event or occurrence of a Force Majeure;
(d) that is not the result of a condition caused by NEPCO or by the Grid System provided
that such condition would not have nevertheless occurred without the action or
inaction of NEPCO or the condition of the Grid System;
(e) that is not the result of the unavailability of any of the inputs or facilities mentioned in
Clause 17.1(e)(ii); or
(f) that does not occur during any period during which the Facility is deemed to provide
the Dependable Capacity under Clause 10.8(c).
"Foreign Index" means the index used for adjusting USD components of the Tariff, which is:
the United States Bureau of Labour Statistics, Current Employment Statistics, transportation
and public utilities, average hourly wages of production workers, CES 400000061 or any
successor index thereto. The index to be used for preparing invoices in accordance with
Article 14 shall be the index published on the date that is closer to 3 months prior to the date
of the invoice.
"Foreign Political Force Majeure" has the meaning set forth in Article 17.1(b).
"Free Commissioning Period" means a 120 Day period starting 8 months after the Phase 1
Commercial Operation Date, as such commencement date may be adjusted in accordance
with this Agreement.
"Fuel" means fuel used by the Facility, which will be Natural Gas as primary fuel (as
specified in Schedule 7) and Distillate Fuel as back-up fuel (as specified in Schedule 8).
"Fuel Interconnection Facilities" means all facilities and equipment downstream of the
interface point as described in Schedule 1, including, but not limited to: (i) the Natural gas
inlet flange at the Facility, check metering (if any), pressure reduction station and auxiliaries,
and heaters; (ii) the telemetering, telecommunication, and technical equipment; and (iii) the
protective devices and safety equipment to be installed to enable the Facility to receive
Natural Gas in accordance with this Agreement.
"Fuel Price (FP)" means the price of Fuel for a given period.
"Functional Specifications" means the characteristics (adjusted to Site Reference

Conditions) for construction and operation of the Facility, as set forth in Schedule 1.
"Government" or "GOJ" means the Government of the Hashemite Kingdom of Jordan,

represented by the Council of Ministers, and any Ministry or Government Authority which
the Council of Ministers may delegate powers thereto.
"Government Authority" means the GOJ and/or any national or local governmental
authority of the Hashemite Kingdom of Jordan with jurisdiction over the Project Company,
the Project or any part thereof, and/or any ministry, department, regulatory, supervisory or
competent authority, or political subdivision or instrumentality, agency or judicial body of the
GOJ, or any national or local governmental authority of the Hashemite Kingdom of Jordan,
including the Bank and/or any person under the direct or indirect control of any of the
foregoing.
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"Government Authorisations" means all formal written permits, licenses, authorisations,

consents, decrees, waivers, privileges, approvals and filings required to be obtained from or
provided by any Government Authority for the execution, delivery and performance of this
Agreement, any other Project Agreement or any Financing Document, including without
limitation the design, development, construction, financing, ownership, maintenance and
operation of the Facility (and all other activities incidental thereto), as contemplated by this
Agreement, the other Project Agreements and the Financing Documents.
"Grid System" means the transmission and distribution facilities through which the Net
Energy Output may be transmitted and distributed to users.
"Guarantee" means the guarantee (substantially in the form set out in Schedule 2 of the IA)
by the GOJ of the obligations of (i) NEPCO under this Agreement and the Connection
Agreement, and (ii) WAJ under the WSA.
"Guaranteed Heat Rate" or "GHR" means the Heat Rate (at the Site Reference Conditions)
guaranteed by the Project Company for Phase 1 at the Contracted Phase 1 Capacity and for
the Phase 2 at the Contracted Facility Capacity.
"Heat Rate" expressed in kJ per kWh, means the fuel energy consumption expressed in kJ
higher heating value required to generate one kWh at the high voltage bushings of the main
power transformers.
"Implementation Agreement" or "IA" means that certain agreement between the GOJ and
the Project Company dated on or about the date of this Agreement, for the implementation of
the Project.
"Independent Engineer Agreement" means the agreement entered into among the Engineer,
the Project Company and NEPCO for the purpose of, inter alia, issuing such certificates,
making such determinations and performing such duties as are required by the Project
Agreements to be issued, determined or performed by the Engineer.
"Initial Dependable Capacity" means, at the Commercial Operation Date for Phase 1 or
Phase 2, the capacity set upon successful completion of the Dependable Capacity Test of the
Simple Cycle Unit or the Combined Cycle Unit used to establish the Phase 1 or Phase 2
Commercial Operation Date, which is the maximum capacity adjusted for Site Reference
Conditions that the Facility is demonstrated to be capable of delivering continuously at the
Delivery Point at that time, in accordance with (and subject to) Article 8.1(d)(iii) and is the
capacity to apply until the next Dependable Capacity Test occurs after the Phase 2
Commercial Operation Date.
"Investor" means a shareholder of the Project Company.
"Invoice Due Date" has the meaning set forth in Article 14.4.
"ICC Rules" means the Rules of Arbitration of the International Chamber of Commerce.
"Joint Coordinating Committee" is the committee established by the Project Company and
NEPCO pursuant to Article 11.
"Jordan" means the Hashemite Kingdom of Jordan.
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"Joule" means the energy equivalent as defined in ISO. 1000-1992(E).
"kW" means Kilowatts.
"kWh" means Kilowatt-hours.
"Land Lease Agreement" or "LLA" means the agreement entered into by and between the
Project Company and the GOJ (the Ministry of Finance/Department of Lands and Survey,
acting on behalf of the GOJ) dated on or about the date of this Agreement for the lease of the
Site to the Project Company.
"Laws of Jordan" means the laws of Jordan and all orders, rules, regulations, instructions,
decrees, judgments (of all applicable courts and tribunals), other binding precedent and
notifications made pursuant thereto, as such laws, orders, rules, regulations, instructions,
decrees, judgments, and notifications as they may be amended or replaced from time to time.
"Lenders" means the lenders, guarantors, credit providers, multilateral agencies, export
credit agencies or other international financial institutions or insurers providing (or
supporting) the financing arrangements for the Project pursuant to the Financing Documents,
but not including any Investor or affiliate of an Investor with respect to indebtedness for
money borrowed by the Project Company from any such Investor of affiliate.
"Lenders' Direct Agreement" bears the meaning attributable thereto in the IA.
"Liquidated Damages Due Date" has the meaning set forth in Article 9.6.
"Liquidated Damages Notice" has the meaning set forth in Article 9.6.
"Local Index" means the Jordanian Costs of Living Index prepared by the Department of
Statistics which measures the general price level of all items consumed by the Jordanian
family, including those imported from abroad, or any successor index thereto. The index to
be used for preparing invoices in accordance with Article 14 shall be the index published on
the date that is closer to 3 months prior to the date of the invoice.
"Local Political Force Majeure" has the meaning set forth in Article 17.1(a).
"Loss" means any loss, cost, expense damage, liability, payment or obligation (including
reasonable legal fees and expenses but excluding any indirect or consequential loss, cost,
expense, damage, liability, payment or obligation or any loss of revenue or loss of profit).
"Maintenance Outage" means an interruption or reduction of the generating capability of the

Facility that:
(a) is not a Scheduled Outage;
(b) has been scheduled in accordance with Article 10.4(g); and
(c) is for the purpose of performing work on specific components of the Facility, which
work should not, in the reasonable judgment of the Project Company, be postponed
until the next Scheduled Outage.
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"Major Overhaul" means the repair and reconditioning of a gas turbine of the Facility that is
conducted approximately every 66,000 equivalent operating hours or 1,600 equivalent starts
as defined by the manufacturer.
"Mechanical Completion" means the time when, except for punchlist items, (a) all materials
and equipment for the Facility have been installed in accordance with the PPA, and checked
for alignment, lubrication, rotation and hydrostatic and pneumatic pressure integrity and
electrical systems have been checked for correctness of polarity and continuity, (b) all
applicable systems have been flushed and cleaned out as necessary, (c) all systems required
for normal and dependable power production to be installed by the Project Company have
been installed and that all material pre-operational testing necessary for all Facility's systems
to be put in operation and for commencing the Commercial Operation Tests have been
satisfactorily completed, (d) all equipment and systems can be operated in the manner and for
the purposes intended and in a safe and prudent manner and have been installed in a manner
that does not void any equipment vendor equipment or system warranties, (e) the Facility is
ready to commence the Commercial Operation Tests, (f) the Project Company has delivered
to NEPCO all documentation required to be delivered pursuant to the PPA, including all test
reports and certifications, that are necessary to commence the Commercial Operation Tests
and to operate the Facility commercially.
"MEMR" is the Ministry of Energy and Mineral Resources of the Hashemite Kingdom of
Jordan, or any Ministry or Government Authority that will substitute for it in the future.
"Metering Code" means the Metering Code designed to facilitate the safe, economic,
equitable and efficient measurement of energy output from licensed generators into the
interconnected transmission system of the Hashemite Kingdom of Jordan.
"Metering System" means the measurement system capable of interpreting readings of all
pertinent parameters required by the invoicing process.
"Ministry of Finance/Department of Lands and Survey" means the Ministry of

Finance/Department of Lands and Survey ("MOF/DLS") of the Hashemite Kingdom of
Jordan, or any Ministry or Government Authority that will substitute for it in the future.
"Month" means a month according to the Gregorian Calendar.
"MW" means megawatts.
"MWh" means megawatt hours
"Natural Gas" means natural gas meeting the Fuel specifications contained in the Schedule
7.
"Natural Force Majeure" has the meaning set forth in Article 17.1(c).
"NEPCO" means the National Electric Power Company, a Jordanian public shareholding
company licensed as a bulk supply licensee and as a single buyer pursuant to the General
Electricity Law No. (64) of 2002 to purchase and transmit electricity in Jordan, and its
permitted successors and assigns.
"NEPCO Event of Default" has the meaning set forth in Article 5.3.
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"Net Energy Output" means the energy output delivered by the Facility and accepted by
NEPCO during a given period of time measured in kWh by the Metering System at the
Delivery Point.
"Notice" has the meaning set forth in Article 20.
"Notice of Intent to Terminate" has the meaning set forth in Article 5.4(a).
"Other Additional Costs" has the meaning set forth in Article 8.5(c)(iii).
"O&M Contract" means the agreement between the Project Company and the O&M
Contractor for the operation and maintenance of the Facility.
"O&M Contractor" bears the meaning attributable thereto in the IA.
"Operating Procedures" means the operating procedures developed by the Parties pursuant
to Sections 7.4 and 10.2 and in accordance with the System Grid Code, as such procedures
may be modified from time to time in accordance with Section 7.4 and the System Grid
Code.
"Outage Hours" means for each month during the Commercial Operation Period, the total
number of full load equivalent hours during such month in which Dependable Capacity is
reduced due to Forced Outages, Maintenance Outages and Scheduled Outages which shall be
calculated as the summation of the duration of each such outage in the month (in hours)
multiplied by the reduction in Dependable Capacity during such outage (in MW) divided by
the Dependable Capacity (in MW) and using the "Weighting Factors" set forth in Section
9.3(c) hereof.
"Paid Exchange Rate" means (i) for as long as the rate for the purchase of Dollars with
Dinars in Jordan is set solely by the Bank and there is no market for such rate, the rate set by
the Bank and (ii) thereafter, the average of the daily rates published by the Reference Banks
for the purchase of Dollars with Dinars in large transactions in the interbank currency
exchange market, provided, however, that if one or more Reference Banks do not or will not
provide a quotation on the relevant day, the Paid Exchange Rate shall be the average rate of
the Reference Banks on the most recent day that two or more Reference Banks provide a
quotation. If one or no Reference Banks provide quotations, the Paid Exchange Rate shall be
the average of the rates quoted by at least two banks selected by NEPCO the Project
Company that are then-participating in the interbank currency exchange market, as the case
may be.
"Party or Parties" means NEPCO and the Project Company, either individually or
collectively.
"Period of Testing" means, with respect to each Phase, the period from initial
synchronisation of a Unit to the Commercial Operation Date for that Phase, during which
period testing occurs and net power is produced.
"Phase" means either Phase 1 or Phase 2, or both, as the context indicates.
"Phase 1" means all work as required to put the Simple Cycle Unit into commercial
operation.
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"Phase 1 Commercial Operation Date" means the Commercial Operation Date for Phase 1.
"Phase 2" means all work as required to put the Combined Cycle Unit into commercial
operation.
"Phase 2 Commercial Operation Date" means the Commercial Operation Date for Phase 2.
"Pre-existing Condition" means an environmental condition on or under the Site, that

existed before Financial Close and that (i) does not comply with the Laws of Jordan
(including any environmental Laws of Jordan) or the World Bank Guidelines or (ii) would
impede the performance by the Project Company of its obligations under this Agreement, the
Connection Agreement, the IA, the LLA or the WSA.
"Prescribed Fee" means, with respect to a particular Government Authorisation, the charge
or fee, if any, prescribed by the Laws of Jordan.
"Prescribed Form" means, with respect to a particular Government Authorisation the form,
if any (including all information and details), prescribed by the laws of Jordan for the
application for, or renewal of, such Government Authorisation.
"Project" means the development, design, engineering, financing, insurance, procurement,

construction, startup, testing, Commissioning, completion, ownership, operation and
maintenance of the Facility and all activities incidental thereto.
"Project Agreements" means collectively, the Power Purchase Agreement, Connection

Agreement, Implementation Agreement, Land Lease Agreement, Water Supply Agreement,
O&M Contract, Construction Contract, Guarantee and any other document contract or
agreement executed subsequent to the date hereof by the Project Company that is relevant to
the construction and development of the Project or the ownership or management of the
Project Company (other than any Financing Document, Equity Document or Government
Authorization) or otherwise mutually agreed in writing to constitute a "Project Agreement"
for purposes of these Agreements.
"Project Company" means AES Jordan PSC, a company incorporated in Jordan under the
Companies Law No. (22) of 1997 as amended by Law No. (4) for the Year 2002 and
registered in the Companies Register at the Ministry of Industry and Trade under No. 186 on
11 June 2006, and its successors and permitted assigns.
"Project Company Event of Default" has the meaning set forth in Article 5.2.
"Proposal" has the meaning attributable thereto in the IA.
"Protected Assets" has the meaning set forth in Article 18.4.
"Prudent Utility Practices" means those practices, methods, techniques and standards, as
changed from time to time, that are generally accepted internationally for use in electric
utility industries (taking into account conditions in Jordan), and commonly used in prudent
engineering and operation to design, engineer, construct, test, operate and maintain
equipment lawfully, safely and economically as applicable to power stations of the size,
service, and type as this Facility.
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"Reference Banks" means initially Arab Bank Plc., Housing Bank for Trade and Finance,
Citibank and Standard Chartered Bank. If one or more of the foregoing cease doing business
in Jordan or no longer are significant participants in the Jordanian interbank foreign currency
exchange market, NEPCO and the Project Company shall select one or more, as the case may
be, replacement bank that is then a significant and active participant in the Jordanian
interbank foreign currency exchange market.
"Reference Exchange Rate (Xo)" means the exchange rate at which one (1) Dollar equals
0.70845 Jordanian Dinar.
"Required Commercial Operation Date" means any of the Required Phase I Commercial
Operation Date and the Required Phase II Commercial Operation Date.
"Required Phase 1 Commercial Operation Date" means, with respect to Phase 1, the date
falling 486 Days from Financial Close, or such later date as may apply in accordance with the
provisions of this Agreement.
"Required Phase 2 Commercial Operation Date" means, with respect to Phase 2, the date
falling 851 Days from Financial Close, or such later date as may apply in accordance with the
provisions of this Agreement.
"Restoration" bears the meaning attributable thereto in the IA.
"Scheduled Outage" is a planned interruption of the generating capability of the Facility

that:
(a) is not a Maintenance Outage;
(b) has been scheduled in accordance with Article 10.4; and
(c) is for inspection, testing, Major Overhauls, preventive and corrective maintenance,
repairs, replacement or improvement of the Facility.
"Security Package" consists of:
(a) this Agreement;
(b) the IA;
(c) the WSA;
(d) the LLA;
(e) the Construction Contract;
(f) the O&M Contract;
(g) the Financing Documents;
(h) the Independent Engineer Agreement;
(i) the memorandum and articles of association of the Project Company;

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(j) the Equity Documents;
(k) the insurance policies;
(l) the Guarantee;
(m) the documents creating or evidencing the security for the Lenders (including the
Lenders' Direct Agreement);
(n) all Government Authorisations, including a generation license issued in accordance

with the General Electricity Law (64) of 2002; and
(o) any other Project Agreements to which the Project Company is party.
"Simple Cycle Unit" means the unit of the Facility formed by the combustion turbines and
the supplementary equipment for generation of electric power.
"Shares" means shares of the Project Company with voting or other rights of management
and control.
"Site" means the land on which the Facility is to be located at Almanakher, Jordan, leased to
the Project Company by the GOJ pursuant to the LLA.
"Site Reference Conditions" means the physical and meteorological conditions at which the
Facility would be operating under hypothetical representative circumstances as defined in
Schedule 1.
"Start" means the process of starting up a Unit or the Facility until its synchronization, when
the corresponding Unit or Facility has been shut down.
"Supplemental Charge" means any additional charges agreed by the Parties which are
payable by NEPCO to the Project Company as part of the Tariff payments.
"System Grid Code" means the Transmission Grid Code designed to facilitate the safe,
economic, equitable and efficient planning, development, operation and maintenance of the
interconnected transmission system of the Hashemite Kingdom of Jordan.
"Tariff" means the price of electricity charged by the Project Company to NEPCO and
calculated in accordance with the formulas in Schedule 5.
"Technical Limits" means the limits and constraints described in Schedule 2 relating to the
operation and maintenance of the Facility, and which shall be in accordance with the System
Grid Code.
"Term" has the meaning set forth in Article 5.1.
"Termination Notice" has the meaning set forth in Article 5.4.
"Threshold Capacity" means a Dependable Capacity equal to ninety (90%) per cent of the
Contracted Facility Capacity.
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"Unit" means either the Simple Cycle Unit or the Combined Cycle Unit, or both, as the
context indicates.
"Water" bears the meaning attributable thereto in the WSA.
"Water Authority of Jordan" means the Water Authority of Jordan ("WAJ") of the
Hashemite Kingdom of Jordan, or any Ministry or Government Authority that will substitute
for it in the future.
"Water Supplier" means the Water Authority of Jordan ("WAJ"), its successors and
permitted assigns.
"Water Supply Agreement" or "WSA" means the agreement entered into by and between
the Project Company and the Water Supplier dated on or about the date hereof for, inter alia,
the supply of Water to the Facility.
"Weighted Forced Outages Energy" ("WFOE") has the meaning set forth in Article 9.3 (a).
"Weighted Maintenance Outages Energy" ("WMOE") has the meaning set forth in Article
9.3 (a).
"Weighted Scheduled Outages Energy" ("WSOE") has the meaning set forth in Article 9.3
(a).
"Weighting Factor" has the meaning set forth in Article 9.3 (c).
"Withdrawal of Government Authorisation" means any Government Authorisation that,

other than for Cause:
(a) ceases to remain in full force and effect; or
(b) is not being issued or renewed upon application having been properly and timely
made and diligently pursued; or
(c) is being made subject, subsequent to its grant, to any terms or conditions that
establishes requirements for the design, development, insuring, financing,
procurement, construction, completion, Commissioning, testing, ownership, operation
or maintenance of the Facility that are materially more or less restrictive or materially
more or less costly, or otherwise materially affect the financial benefit of the Project
for the Project Company or its direct shareholders, its indirect shareholders
incorporated in Jordan (each a "Jordanian Shareholder") or any non-Jordanian direct
shareholder of a Jordanian Shareholder.
"World Bank Guidelines" means the guidelines described as "Thermal Power-Guidelines

for New Plants" in the Pollution Prevention and Abatement Handbook, 1998, published by
the World Bank Group as in effect on 21 November 2005.
"Year" means a calendar year according to the Gregorian Calendar beginning at midnight
December 31 in Jordan.
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ARTICLE 2
INTERPRETATION
In this Agreement (including its Schedules), unless otherwise stated:
2.1 Any references to:
(a) any agreement (including this Agreement) or document shall be construed,

at any particular time, as including a reference to the relevant agreement or
document as it may have been amended, novated, assigned, modified or
supplemented in accordance with its terms;
(b) the Preamble, Recitals or a particular Article or Schedule, shall be a

reference to the Preamble, Recitals or relevant Article or Schedule in or to
this Agreement; and
(c) a particular paragraph or sub-paragraph, if contained in an Article or

Schedule, shall be a reference to the relevant paragraph or sub-paragraph of
that Article or Schedule.
2.2 Words in the singular may be interpreted as referring to the plural and vice versa.
2.3 A requirement that a payment be made on a Day which is not a Business Day shall be
construed as a requirement that the payment be made on the next following Business
Day.
2.4 The word "including" is to be construed as being at all times followed by the words
"without limitation", unless the context otherwise requires.
2.5 For the purpose of any calculation under this Agreement, references to any period or
periods of an hour or hours shall be rounded up to the nearest 1/10th of an hour.
2.6 The Schedules contained herein form an integral part of this Agreement. In the event
of an inconsistency between the body of this Agreement and the Schedules thereto,
the provisions of the body shall govern.
2.7 Where reference is made in this Agreement to a period or periods of time the periods
in question shall be deemed to end at midnight on the last Day of such period unless
otherwise stated.
2.8 Unless otherwise stated, whenever a consent or approval is required by one Party
from the other Party, such consent or approval shall not be unreasonably withheld or
delayed.
2.9 In carrying outs its obligations and duties under this Agreement, each Party shall have
an implied obligation of good faith.
2.10 Any capitalised term used but not defined in this Agreement shall have the meaning
attributable thereto in the IA.
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2.11 The Parties agree that, should a situation arise where the provisions of Schedule 1
require clarification, parts A (other than Section 3.0), B and C (other than 5.1 of
Section 2.0, and Section 3.0 of the Proposal, to the extent relevant, would be used to
interpret the provisions of Schedule 1, provided that this process in no event results in
the modification of the Project Company's obligations hereunder or the imposition of
obligations additional to those included in this Agreement.
2.12 Any reference to NEPCO's successors and permitted assigns shall be a reference to
such successors and permitted assigns in all of NEPCO's capacities, including Bulk
Supply Licensee, System Operator Licensee and Transmission Licensee (all as
defined in the License).
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ARTICLE 3
[BLANK]
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ARTICLE 4
SALE AND PURCHASE OF CAPACITY AND ENERGY
4.1 Energy and Capacity
Subject to and in accordance with the terms and conditions of this Agreement, the
Project Company agrees to maintain and make available and deliver exclusively to
NEPCO, and NEPCO agrees to accept and purchase from the Project Company, from
and after the Phase 1 Commercial Operation Date, for the consideration described in
Article 14 and Schedule 5, the entire Dependable Capacity and, subject to Dispatch
Instructions, Net Energy Output of the Facility. Any Environmental Attributes
associated with such Dependable Capacity and Net Energy Output shall accrue to
NEPCO's benefit, provided (i) that the Project Company makes no warranty that any
such Environmental Attributes do or will exist, and (ii) that in no event shall the
Project Company have any payment obligation to NEPCO in connection with any
Environmental Attributes.
4.2 No Sales to Third Parties
The Parties agree that the Project Company shall not during the Term sell or deliver
electric capacity or energy produced by the Facility to any other entity than NEPCO.
4.3 Fuel Supply
(a) During the Term of this Agreement, NEPCO shall supply in a timely manner,
Fuel in sufficient quantities that the Project Company requires for testing and
Commissioning in accordance with Article 8 and Schedule 4 and in order to
operate the Facility at the Contracted Facility Capacity in accordance with the
dispatch orders of the Dispatch Instructions. During Phase 1 testing and
Commissioning, NEPCO will bear the full cost of Fuel actually consumed for
energy produced and delivered to NEPCO. Notwithstanding Clause 4.3(e),
the Project Company will be responsible for all other costs of Fuel during
Phase 1 testing and Commissioning. Notwithstanding Clause 4.3(e), during
Phase 2 testing and Commissioning, NEPCO will bear the full cost of Fuel
actually consumed for energy produced and delivered to NEPCO.
In addition, if (i) the Project Company produces energy following the

completion of the tests for Phase 1 or Phase 2, as the case may be, and (ii) the
Engineer does not issue a certificate following completion of such tests
required for Commissioning to the effect that such Phase has been
satisfactorily completed in accordance with Schedule 4, then NEPCO will bear
only the cost of Fuel actually consumed for such energy produced and
delivered to NEPCO.
(b) NEPCO shall be responsible for all tariffs, costs, fees, charges and penalties
associated with the procurement and transportation of the Fuel, which in all
cases shall comply with the technical specifications in Schedule 7 and
Schedule 8 and the regulatory requirements of Jordan, to the Project
Company, other than such tariffs, costs, fees, charges and penalties that are
determined to be the responsibility of the Project Company in accordance with
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Section 4.3(e). Notwithstanding the prior sentence, the Project Company shall
be responsible for first fill of the Distillate Fuel storage tank in an amount
equivalent to the amount of Distillate Fuel required to operate the Facility at
Contracted Facility Capacity for seven (7) Days, such first fill to be
accomplished prior to Phase 1 testing and Commissioning.
(c) NEPCO shall, or shall have other party(ies) on its behalf, install and maintain
measurement equipment immediately after the Natural Gas pipeline enters the
Facility. NEPCO shall read its meter(s) at that point and such readings shall
be considered official meters. The Project Company may install gas
measurement equipment downstream of NEPCO's measurement equipment for
Natural Gas and shall install Distillate Fuel measurement equipment next to
the storage tank for that Fuel. The Project Company shall be responsible for
reading and maintaining its measurement equipment as well as the Distillate
Fuel storage tank and the quality of the Distillate Fuel stored therein.
(d) After receiving the daily Dispatch Instructions, the Project Company shall
provide to NEPCO the Natural Gas daily nominations as required to satisfy the
Dispatch Instructions.
(e) When NEPCO receives bills for Fuel supply and transportation for the
Facility, NEPCO shall send a copy to the Project Company. Once received by
the Project Company, the Joint Coordinating Committee shall meet to
distribute the cost between the Parties. The Project Company shall be
responsible for the quantity of Fuel (expressed in kJ) assigned to it for start-
ups, shut downs, load limitations and/or Guaranteed Heat Rate compliance, as
the case may be and all in accordance with Schedule 5 of this Agreement.
(f) Any amounts owed to NEPCO by the Project Company with respect to Fuel, if
any, shall be deducted from the monthly invoice as set forth in Article 14.
(g) If Fuel supplied by NEPCO fails to conform to the specifications set out in
Schedule 7 or 8, as the case may be ("Non-Conforming Fuel"), NEPCO shall,
promptly upon becoming aware of such delivery, send a Notice to the Project
Company stating, to the extent known to NEPCO, the period during which the
Non-Conforming Fuel was delivered, the quantity thereof and how its
specifications vary from the ones set out in Schedule 7 or 8, as the case may
be.
(h) The Project Company shall have no obligation to accept, or operate the
Facility, on Non-Conforming Fuel.
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ARTICLE 5
TERM, DEFAULTS AND REMEDIES
5.1 Term of Agreement
Except for the provisions of this Article and Articles 1, 2, 5, 6.3, 6.4, 7.6, 7.7, 11, 16,
17, 18, 20 and 21 (which shall commence and be effective upon the date of signature
of this Agreement), the term of this Agreement ("Term") shall commence and be
effective only upon Financial Close (provided that this Agreement shall be effective
upon satisfaction or waiver of all conditions precedent other than the condition to
achieve Financial Close if the only condition precedent to Financial Close that is not
satisfied or waived is that any or all of this Agreement, the Connection Agreement,
the IA, the LLA and the WSA is not in full force and effect because Financial Close
has not occurred) and shall terminate twenty five (25) Contract Years after the Phase
1 Commercial Operation Date, unless extended or earlier terminated pursuant to the
provisions of this Agreement. Notwithstanding the preceding sentence, this
Agreement shall automatically terminate upon the termination of the Implementation
Agreement. The termination of this Agreement shall be without prejudice to all rights
and obligations of the Parties accrued under this Agreement prior to the date of such
termination.
5.2 Project Company Events of Default
The Project Company shall be in default under this Agreement upon the occurrence of
any of the following events set forth in subsections (a) to (o) below (each a "Project
Company Event of Default"); provided, however, that none of such events shall
constitute a Project Company Event of Default if such event (a) results from a breach
or default by (i) NEPCO under this Agreement or the Connection Agreement, (ii) the
GOJ under the IA, the LLA or the Guarantee or (iii) the Water Supplier under the
WSA; or (b) occurs as a result of or during a Force Majeure pursuant to Article 17.
Subject to the proviso in the preceding sentence, the following are Project Company
Events of Default:
(a) the failure of the Project Company to issue a notice to proceed to the
Construction Contractor within two (2) days after Financial Close;
(b) after the Construction Start Date, but prior to the achievement of the Phase 1
Commercial Operation Date, an Abandonment occurs without NEPCO's prior
written consent and continues for a period of thirty (30) consecutive Days
from the receipt of a Notice from NEPCO;
(c) the failure of the Project Company to achieve the Phase 1 Commercial
Operation Date within one hundred and twenty (120) Days after the Required
Phase 1 Commercial Operation Date;
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(d) the failure of the Project Company to achieve the Phase 2 Commercial
Operation Date within one hundred and twenty (120) Days after the Required
Phase 2 Commercial Operation Date;
(e) the failure of the Project Company to submit the Construction Security on or
before Financial Close in accordance with Article 9.5;
(f) after the Phase 1 Commercial Operation Date, an Abandonment occurs

without the prior written consent of NEPCO and continues for a period of
fifteen (15) consecutive Days from receipt of a Notice from NEPCO;
(g) (i) the failure of the Facility to achieve the Threshold Capacity during the
Commercial Operation Tests for Phase 2 or, (ii) after the Phase 2 Commercial
Operation Date, the failure of the Facility to (A) achieve a Dependable
Capacity level equal to eighty five (85%) per cent of the Initial Dependable
Capacity after any Dependable Capacity Test and (B) achieve such level of
Dependable Capacity after a later Dependable Capacity Test or otherwise
make available to NEPCO such level of capacity, in each case no later than 6
Months after the test mentioned in (A) above, provided that, in the case of a
failure of equipment where the Project Company can demonstrate that
replacement equipment has been ordered, or that a repair has been undertaken,
as soon as reasonably practicable after the failure (taking into account the
amount of time required to determine whether a repair can be achieved), but in
any event no later than the end of such 6 Month period, such period shall be
extended for as long as the Project Company is awaiting delivery of such
equipment or is otherwise diligently pursuing a cure of the cause of the failure,
up to a maximum of 15 Months;
(h) Should the Facility experience more than two hundred and ninety two (292)
Outage Hours in each month for a period of six (6) consecutive Months,
provided that, in the case of a failure of equipment where the Project Company
can demonstrate that replacement equipment has been ordered, or that a repair
has been undertaken, as soon as reasonably practicable after the failure (taking
into account the amount of time required to determine whether a repair can be
achieved), but in any event no later than the end of such 6 Month period, such
period shall be extended for as long as the Project Company is awaiting
delivery of such equipment or is otherwise diligently pursuing a cure of the
Forced Outage, up to a maximum of 15 Months;
(i) The Project Company's failure to operate, maintain, modify, or repair the
Facility in accordance with Prudent Utility Practices, such that safety of
persons and property (including the Facility) or NEPCO's service to its
customers is materially adversely affected, and such failure shall continue
unremedied for a period of thirty (30) Days after Notice from NEPCO;
(j) except for the purpose of amalgamation or restructuring (provided that such
amalgamation or restructuring does not materially affect the ability of the
amalgamated or restructured entity, as the case may be, to perform its
obligations under this Agreement), the occurrence of any of the following
events: (i) the passing of a resolution by the Investors for voluntary liquidation
Page: 22
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(or other similar relief) of the Project Company; (ii) the appointment of a
liquidator by the Project Company or by the Controller of Companies for
liquidation of the Project Company; (iii) submission of an application to a
court of competent jurisdiction for mandatory liquidation of the Project
Company which application is not dismissed within ninety (90) Days, (iv) the
issuance of a final and conclusive order by a court of competent jurisdiction
for liquidation or winding up of the Project Company; or (v) except as
otherwise permitted under and pursuant to the Financing Documents or the
Project Agreements, the transfer, conveyance, loss or relinquishment to any
person of the Project Company's right to own and/or operate the Facility or
any material part thereof or to occupy the Site without the prior written
approval of NEPCO;
(k) any statement, representation or warranty by the Project Company in this

Agreement proves to have been incorrect, in any material respect, when made
and such failure or incorrect statement, representation, or warranty has a
material and adverse effect on the Project Company's ability to perform its
obligations under this Agreement;
(l) the failure of the Project Company to make any payment or payments required
to be made by it hereunder (other than payments disputed by the Project
Company in good faith and by Notice to NEPCO) within thirty (30) Days of
the due date for such payment;
(m) any material breach by the Project Company of this Agreement (other than any
such breach referred to elsewhere in this Article 5.2), that is not remedied
within sixty (60) Days after Notice from NEPCO to the Project Company
(which Notice shall (i) state that a material breach of this Agreement has
occurred that could result in the termination of the Agreement; (ii) identify
the material breach in question in reasonable detail; and (iii) demand remedy
thereof);
(n) the Project Company knowingly announces a false Declared Capacity and (i)
the Project Company does not provide NEPCO with a Notice reflecting the
true Declared Capacity for the period in question within 24 hours of the
discovery by a management employee of the Project Company (excluding any
individual involved in the making of such false declaration) of such false
declaration and (ii) the Project Company does not take appropriate disciplinary
measures against the individuals involved in the making of such false
declaration (having due regard to the seriousness of their actions and including
discharging the individuals involved in the making of such false declaration)
and does not conduct training sessions with key personnel designed to avoid
the future occurrence of such declaration no later than seven (7) Days after the
discovery of such false declaration by the Project Company, provided,
however, that in the event that the Project Company knowingly announces a
false Declared Capacity on more than five (5) occasions, points (i) and (ii) of
this Clause 5.2(n) shall not apply; or
(o) the occurrence of a Project Company Event of Default under the

Implementation Agreement, the Connection Agreement, the Water Supply
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Agreement, the Land Lease Agreement (as such term is defined in each of
such agreements respectively), which is not cured within the applicable cure
period (if any) provided for therein.
NEPCO shall deliver to the Lenders' agent ("Agent") (in accordance with the Lenders'
Direct Agreement) a copy of any Notice given under this Article 5.2.
5.3 NEPCO Events of Default
NEPCO shall be in default under this Agreement upon the occurrence of any of the
following events set forth in subsections (a) to (e) (each a "NEPCO Event of
Default"); provided, however, that none of such events will constitute a NEPCO
Event of Default if such event (i) results from a breach or default by the Project
Company under this Agreement, the Implementation Agreement, the Water Supply
Agreement, the Land Lease Agreement, or (ii) occurs as a result of a Force Majeure
pursuant to Article 17. Subject to the proviso in the preceding sentence, the following
are NEPCO Events of Default:
(a) the dissolution or winding up, pursuant to law, of NEPCO, provided that
neither (i) the privatisation of NEPCO or any of its subsidiaries or (ii) an
amalgamation, reorganisation or restructuring of NEPCO, shall constitute a
NEPCO Event of Default so long as (A) the succeeding entity or entities have
unconditionally assumed the obligations (whether past, present or future)
under this Agreement and (B) the GOJ, without interruption, guarantees the
performance of the succeeding entity or entities on the same terms and
conditions as the Guarantee or such other commercial security is provided for
the obligation of the succeeding entity that in the reasonable business
judgement of the Project Company provides an adequate alternative to the
Guarantee;
(b) any default or defaults by NEPCO in the making of any payment or payments
(other than payments disputed by NEPCO in good faith and by Notice to the
Project Company) required to be made by it within fifteen (15) Days of the
due date for such payment and then, upon notice to the Government, any
default or defaults by the Government in the making of any payment in
accordance with the terms of the Guarantee;
(c) any material breach by NEPCO of this Agreement (other than any such breach
referred to elsewhere in this Article 5.3) that is not remedied within sixty (60)
Days after Notice from the Project Company to MEMR and NEPCO (which
Notice shall (i) state that a material breach of this Agreement has occurred that
could result in the termination of this Agreement, (ii) identify the material
breach in reasonable detail and (iii) demand remedy thereof);
(d) any statement, representation, or warranty made by NEPCO in this Agreement

proves to have been incorrect in any material respect when made and such
failure or incorrect statement, representation, or warranty has a material and
adverse effect on NEPCO's ability to perform its obligations under this
Agreement.
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(e) the occurrence of a NEPCO Event of Default under the Connection

Agreement (as such term is defined therein) which is not cured within the
applicable cure period (if any) provided for therein.
The Project Company shall deliver to the Agent a copy of any Notice given under this
Article 5.3.
5.4 Termination Notices
(a) Upon the occurrence of a NEPCO Event of Default or a Project Company

Event of Default, as the case may be the non-defaulting Party may, subject to
the Lenders' Direct Agreement at its option, initiate termination of this
Agreement by delivering a Notice (a "Notice of Intent to Terminate") of its
intent to terminate this Agreement to the defaulting Party and the Agent. The
Notice of Intent to Terminate shall specify in reasonable detail the Project
Company Event of Default or the NEPCO Event of Default, as the case may
be, giving rise to such Notice;
(b) Following the delivery of a Notice of Intent to Terminate, the Parties shall
consult for a period of up to forty-five (45) Days in the case of a failure by
either Party to make payments when due, and up to sixty (60) Days with
respect to any other Event of Default (or such longer period as the Parties may
mutually agree), as to what steps shall be taken with a view to mitigating the
consequences of the relevant Event of Default taking into account all the
circumstances. During the period following the delivery of the Notice of Intent
to Terminate, the Party in default may continue to undertake efforts to cure the
Event of Default, and if the Event of Default is cured at any time prior to the
delivery of a Termination Notice in accordance with Article 5.4(c) then the
non-defaulting Party shall have no right to terminate this Agreement in respect
of such cured Event of Default;
(c) Upon expiration of the consultation period described in Article 5.4(b) and
unless the Parties shall have otherwise agreed or unless the Event of Default
giving rise to the Notice of Intent to Terminate shall have been remedied, the
Party having given the Notice of Intent to Terminate may, subject to the
Lenders' Direct Agreement, terminate this Agreement by delivery of a Notice
(a "Termination Notice") to the other Party and the Agent, whereupon, subject
to the Lenders' Direct Agreement, this Agreement shall immediately
terminate.
(d) Notwithstanding anything to the contrary herein, NEPCO shall not be entitled
to terminate this Agreement as a result of a breach or default of the Project
Company under the IA, the LLA or the WSA before the GOJ or WAJ
terminates the IA, LLA or WSA, respectively, as the case may be.
5.5 Other Remedies
(a) Subject to Article 9.4, the exercise of the right of a Party to terminate this
Agreement, as provided herein, does not preclude such Party from exercising
other remedies that are provided herein or available at law. Subject to Article
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9.4, remedies are cumulative, and the exercise of, or failure to exercise, one or
more of them by a Party shall not limit or preclude the exercise of, or
constitute a waiver of, other remedies by such Party.
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ARTICLE 6
COVENANTS, REPRESENTATIONS AND WARRANTIES
6.1 Project Company Covenants
The Project Company hereby covenants and agrees with NEPCO to:
(a) Develop, design, engineer, construct and complete the Facility in a good and
workmanlike manner, only with materials and equipment that are new and of
international utility-grade quality, and in all material respects in accordance
with:
(i) the Functional Specifications set forth in Schedule 1;
(ii) the plans and specifications prepared in accordance with this

Agreement;
(iii) the Technical Limits set forth in Schedule 2;
(iv) the World Bank Guidelines;
(v) all applicable Laws of Jordan and the Government Authorisations;
(vi) Prudent Utility Practices; and
(vii) the System Grid Code and Connection Agreement.
provided that in no event shall the Project Company be required to develop,

design, engineer, construct or complete the Facility in a manner that is
inconsistent with the Functional Specifications or the Technical Limits and the
Contracted Characteristics, provided, however, that this shall not release the
Project Company from its obligations to carry out a Restoration if one is
required as a result of a Change in Law in accordance with Article 17.5.1 of
the IA.
(b) Design, engineer, construct and complete the Facility in such a manner as to
provide, with proper maintenance and operation, that the useful life of the
Facility will be at least equal to the Term;
(c) After the Phase 1 Commercial Operation Date, operate and maintain the
Facility in all material respects, in accordance with:
(i) the operating procedures developed pursuant to Article 10 and the

Dispatch Instructions;
(ii) the Technical Limits set forth in Schedule 2;
(iii) the World Bank Guidelines;
(iv) all applicable Laws of Jordan and the Government Authorisations;
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LONDON - 97396.22
(v) Prudent Utility Practices; and
(vi) the System Grid Code and Connection Agreement.
provided that in no event shall the Project Company be required to operate or

maintain the Facility in a manner that is inconsistent with the Functional
Specifications or the Technical Limits and the Contracted Characteristics,
provided, however, that this shall not release the Project Company from its
obligations to carry out a Restoration if one is required as a result of a Change
in Law in accordance with Article 17.5.1 of the IA.
(d) Use all reasonable efforts to procure and maintain all Government
Authorisations necessary for its performance under this Agreement;
(e) Engage only such advisors, representatives and experts as are experienced in
the development, engineering, construction, financing, operation and
maintenance of power stations similar to the Facility;
(f) Provide at its own risk and expense the necessary facilities and services for the
safety, comfort and protection of its personnel;
(g) Work and cooperate in good faith with NEPCO with respect to all of NEPCO's
obligations and rights hereunder.
6.2 NEPCO Covenants
NEPCO hereby covenants and agrees with the Project Company to:
(a) Design, finance, construct, own, operate and maintain the Electrical
Interconnection Facilities and the Grid System in all material respects in
accordance with Schedule 1, the Operating Procedures, the System Grid Code,
the Connection Agreement and all applicable Laws of Jordan;
(b) Operate and maintain the Electrical Interconnection Facilities and the Grid
System in a manner consistent with the System Grid Code, the Connection
Agreement, and Prudent Utility Practices and within the Technical Limits of
the Project so as not to have a material adverse effect on the Project;
(c) Work with and cooperate in good faith with the Project Company with respect
to all of the Project Company's obligations and rights hereunder.
6.3 The Project Company Representations and Warranties
The Project Company hereby represents and warrants at the date of this Agreement
that:
(a) The Project Company is a company duly organised, validly existing and in
good standing under the Laws of Jordan, and the Project Company has all
requisite corporate power and authority to conduct its business, to own its
properties, and to execute, deliver, and perform its obligations under this
Agreement;
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(b) The execution, delivery and performance by the Project Company of this
Agreement have been duly authorised by all necessary corporate action on the
part of the Project Company, and do not and will not:
(i) require any consent or approval of the Project Company's Board of

Directors, shareholders or partners other than those which have been
obtained (evidence of which consents and approvals shall be, if it has
not heretofore been, delivered to NEPCO upon its request), or
(ii) violate or result in a breach of, or constitute a default under any

provisions of the Project Company's articles and memorandum of
association or bylaws or other organic documents, or any material
indenture, contract, or agreement to which it is a party or by which it or
its properties may be bound, or any material law, rule, regulation,
order, writ, judgment, injunction, decree, determination, or award
presently in effect applicable to the Project Company.
(c) To the best of the Project Company's knowledge, no Government

Authorisation or approval by any other Government Authority is necessary for
the due execution, delivery and performance by the Project Company of this
Agreement other than those Government Authorizations which have been
taken and are included in the Security Package;
(d) This Agreement is a legal, valid and binding obligation of the Project
Company, enforceable against the Project Company in accordance with its
terms; and
(e) There is no pending or, to the best of the Project Company's knowledge,
threatened action or proceeding against the Project Company before any court,
Government Authority or arbitrator that could materially and adversely affect
the financial condition or operation of the Project Company or the ability of
the Project Company to perform its obligations hereunder, or that could affect
the legality, validity or enforceability of this Agreement (as in effect on the
date hereof).
6.4 NEPCO Representations and Warranties
NEPCO hereby represents and warrants at the date of this Agreement that:
(a) NEPCO is a public shareholding company duly organised, validly existing and
in good standing under the Laws of Jordan and has all requisite corporate
power and authority to conduct its business, to own its properties, and to
execute, deliver, and perform its obligations under this Agreement.
(b) The execution, delivery and performance by NEPCO of this Agreement have
been duly authorised by all necessary corporate or Government action, and do
not and will not
(i) require any consent or approval of NEPCO's Board of Directors,

shareholders, officers, or officials other than those which have been
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LONDON - 97396.22
obtained (evidence of which consents and approvals shall be, if it has

not heretofore been, delivered to the Project Company upon its
request);
(ii) violate or result in a breach or constitute a default under any provisions

of NEPCO's articles and memorandum of association or bylaws, or
other organic documents, or any material indenture, contract, or
agreement to which it is a party or by which it or its properties may be
bound, or any material law, rule, regulation, order, writ, judgment,
injunction, decree, determination, or award presently in effect
applicable to NEPCO.
(c) To the best of NEPCO's knowledge, no Government Authorisation or approval

by any other Government Authority is necessary for the due execution,
delivery and performance by NEPCO of this Agreement other than those
Government Authorizations which have been taken.
(d) This Agreement is a legal, valid and binding obligation of NEPCO,

enforceable against NEPCO in accordance with its terms.
(e) There is no pending or, to the best of NEPCO's knowledge, threatened action
or proceeding against NEPCO before any court, Government Authority, or
arbitrator that could materially and adversely affect the financial condition or
operation of NEPCO or the ability of NEPCO to perform its obligations
hereunder, or that could affect the legality, validity or enforceability of this
Agreement (as in effect on the date hereof).
6.5 Initial IPP Contract
The Parties acknowledge that this Agreement and the IA are Initial IPP Contracts for
the purposes of the General Electricity Law No. 64 for the Year 2002.
6.6 Pre-existing Condition
Within 14 Days of the discovery of a Pre-existing Condition, the Project Company

will submit to NEPCO a written proposal for the cost of the remedial work required to
remove such condition. Within 14 Days of receipt of such proposal, NEPCO will
either (i) approve the proposal, in which case the Project Company will carry out the
remediation work and NEPCO will pay the cost thereof as a Supplemental Charge to
the Project Company in accordance with the proposal or (ii) not approve the proposal,
in which case NEPCO shall carry out, or shall appoint a third party to carry out, the
remediation work and the Project Company shall grant access to the Site to NEPCO
or such third party for this purpose, provided that the remediation work shall be
carried out in a manner that minimises interference with the activities of the Project
Company and its Contractors and that all persons present on the Site on behalf of
NEPCO or the third party appointed by it to carry out the remediation work will
comply with the Project Company or its Contractor's safety rules. Failure by NEPCO
to respond within 14 Days of the submission of the proposal under this Clause shall
be deemed to be a refusal by NEPCO to approve the proposal.
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ARTICLE 7
PRE-OPERATIONAL PERIOD
7.1 Permits, Licenses and Approvals
(a) Prior to the Phase 1 Commercial Operation Date, pursuant to Article 7 of the
Implementation Agreement, the Project Company shall, at its own expense,
(i) make or cause to be made all applications (whether initial applications or
renewal applications) for the Government Authorisations listed in Schedule 1
of the Implementation Agreement or any other permit, license, approval or
authorization required to be obtained and maintained by the Project Company
in the Prescribed Form and with the Prescribed Fee to the appropriate
Government Authorities, and shall diligently pursue all such applications and
shall use all reasonable efforts to maintain in effect all Government
Authorisations once obtained; and (ii) give all required notices and allow all
required inspections under all Government Authorisations obtained by it in
connection with the Facility; and (iii) pay all Prescribed Fees in connection
with such Government Authorisations. The information supplied in the
applications shall be complete and accurate and shall satisfy the substantive
and procedural requirements of the applicable Laws of Jordan.
(b) After the Phase 1 Commercial Operation Date, the Project Company, at its
own expense, shall (i) use all reasonable efforts to obtain and maintain in
effect all Government Authorisations required to be obtained and maintained
by the Project Company in order to enable it to perform its obligations under
this Agreement; (ii) give all required notices and allow all required inspections
under all Government Authorisations obtained by it in connection with the
Facility; and (iii) pay all Prescribed Fees in connection with such Government
Authorisations.
(c) NEPCO shall, at its own expense, (i) use all reasonable efforts to obtain and
maintain in effect all Government Authorisations required by all Government
Authorities with jurisdiction over NEPCO, the Grid System, the Electrical
Interconnection Facilities, and the Metering System to enable it to perform its
obligations under this Agreement; (ii) give all required notices and allow all
required inspections under all Government Authorisations obtained by it in
connection with the Project and NEPCO, the Grid System, the Electrical
Interconnection Facilities, Fuel Interconnection Facilities and the Metering
System; and (iii) pay all Prescribed Fees in connection with such Government
Authorisations.
7.2 Documents to be Submitted by the Project Company
Subject to Article 21.13, the Project Company shall provide the following documents
to NEPCO:
(a) As soon as available but no later than Financial Close, a complete copy of the
Construction Contract, including all exhibits and schedules thereto, and
complete plans and specifications for the construction of the Facility,
including drawings and interconnection points for SCADA and AGC, as soon
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LONDON - 97396.22
as practical as these are completed, provided that the Project Company shall
be entitled to redact from the copy of the Construction Contract supplied to
NEPCO, all commercial terms and all other information that the Project
Company reasonably considers to be of a confidential or proprietary nature.
(b) As soon as available but no later than Financial Close, a complete copy of the
O&M Contract, including all exhibits and schedules thereto, provided that the
Project Company shall be entitled to redact from the copy of the O&M
Contract supplied to the GOJ, all commercial terms and all other information
that the Project Company reasonably considers to be of a confidential or
proprietary nature.
(c) As soon as available but no later than Financial Close, copy of the Water
Supply Agreement, including all schedules thereto.
(d) On or before Financial Close, complete copies of all Government

Authorisations that have been issued to the Project Company for the design,
financing, construction, operation and maintenance of the Facility.
(e) As soon as available, copies of all Government Authorisations other than those
provided under the preceding clause that have been issued to the Project
Company for the design, financing, construction, operation and maintenance
of the Facility.
(f) On or before Financial Close, a copy of the Project Company's quality control
program covering all aspects of the design, engineering, equipping,
construction, and operation and maintenance of the Facility.
(g) On or before the Construction Start Date, complete copies of all insurance
policies and certificates of insurance required for construction as indicated in
Article 15, provided that the Project Company shall be entitled to redact from
the copy of the insurance policies supplied to NEPCO, all commercial terms
and all other information that the Project Company reasonably considers to be
of a confidential or proprietary nature.
(h) As soon as available, but not later than the Phase 1 Commercial Operation
Date, complete copies of all insurance policies and certificates of insurance
obtained pursuant to Article 15 other than those provided under the preceding
clause, provided that the Project Company shall be entitled to redact from the
copy of the insurance policies supplied to NEPCO, all commercial terms and
all other information that the Project Company reasonably considers to be of a
confidential or proprietary nature.
(i) At least one hundred and twenty (120) Days (or such other period as shall be
agreed between the Parties) before the scheduled commencement of the testing
and Commissioning of Phase 1 detailed programs and protocols to be used
during the testing and Commissioning of the Facility consistent with the
provisions of this Agreement, including Article 8 and Schedule 4. The
Engineer and NEPCO shall have the opportunity to comment on the proposed
program and protocols within thirty (30) Days of receipt from the Project
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LONDON - 97396.22
Company of said documentation, and Engineer, NEPCO and the Project

Company will work together to agree on the procedures and protocols to be
used for testing and Commissioning not later than sixty (60) Days prior to the
scheduled commencement of the respective testing and Commissioning. Any
disagreement regarding such procedures and protocols will be resolved by the
Engineer, whose decision with respect thereto shall be final and binding on
NEPCO and the Project Company. The Engineer and NEPCO shall have the
right to witness the tests.
(j) For each of Phase 1 and Phase 2, at least sixty (60) Days before the scheduled
commencement of the Commercial Operation Tests for such Phase, the
intended start up and test schedule.
(k) Not later than thirty (30) Days after each of the Phase 1 and Phase 2
Commercial Operation Dates, copies of all test results, certified by the
Engineer, for the Commercial Operation Tests performed on the Facility.
7.3 Project Company's Supply of Power
(a) The Project Company will arrange for the supply of all electrical energy and
capacity required for construction of the Facility through (i) self-generation, or
(ii) to the extent available, through making arrangements to purchase
construction power from the distribution company (Jordan Electric Power
Company or JEPCO) or other available providers of electricity, all in
accordance with the General Electricity Law No. (64) of 2002. No backfeed
power, as described in Clause 7.3(b), shall be made available for Phase 1 or
Phase 2 testing and Commissioning.
(b) The Project Company will arrange for the supply of all electrical energy and
capacity required for the maintenance and operation of the Facility by (i)
generating it with the Project Company's own facilities, or (ii) to the extent
available, using backfeed power through NEPCO's 400 kV substation. Any
such backfeed power, to the extent from NEPCO, shall be set off against Net
Energy Output on a Monthly basis as determined by the Joint Coordinating
Committee.
7.4 Operating Procedures
(a) Not later than one hundred eighty (180) Days before the Required Phase 1
Commercial Operation Date, the Project Company shall provide NEPCO with
a first draft of its proposed operating procedures dealing with all operation
interfaces between NEPCO and the Project Company, including the method of
day to-day communication, key personnel lists, clearances and switching
practices, outage scheduling, capacity and energy reporting, operating log and
reactive power support, which procedures shall be consistent with this
Agreement, the designs of the Facility and the Grid System (including the
principles and guidelines developed by NEPCO for the Grid System as part of
and in accordance with the System Grid Code and provided to the Project
Company), the Connection Agreement, and Prudent Utility Practices (the
"Operating Procedures"). NEPCO shall cooperate with the Project Company,
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LONDON - 97396.22
including by providing responses to reasonable requests for information

submitted by the Project Company in preparation of the Operating Procedures.
(b) Within ninety (90) Days after NEPCO's receipt of the first draft of the
Operating Procedures, NEPCO shall notify the Project Company of any
requested deletions, amendments or additions which, in the exercise of
NEPCO's reasonable judgment, are necessary or desirable. The Project
Company shall make any deletions, amendments or additions that NEPCO
reasonably requests unless such requests would be inconsistent with this
Agreement, the designs of the Facility and the Grid System or Prudent Utility
Practices. NEPCO may, from time to time (acting reasonably), require the
Operating Procedures to be revised to conform to any duly established grid
code binding on NEPCO to the extent that those revisions are not inconsistent
with the terms of this Agreement, the designs of the Facility, the Grid System
(including the principles and guidelines developed by NEPCO as part of and
in accordance with the System Grid Code for the Grid System), the
Connection Agreement, and Prudent Utility Practices.
7.5 NEPCO Observation Visits
NEPCO shall have the right, upon reasonable prior Notice and during reasonable
hours and subject to the safety rules and regulations of the Project Company, to have
its agents or employees at the Site at any time; provided that such visits do not
unreasonably interfere with the construction, testing, Commissioning, operation or
maintenance of the Facility. All persons visiting the Facility on behalf of NEPCO
shall comply with the reasonable instructions and directions of the Project Company
and/or its Contractors. NEPCO shall bear responsibility for any claim, demand,
action, proceeding, loss or damage to such persons or any property of the Project
Company caused by the negligence or wilful misconduct of any persons visiting
pursuant to this Clause 7.5 or the negligence or wilful misconduct of NEPCO during
such visits. Insurance policies issued to the Project Company must also cover
NEPCO staff and the Engineer during their visits to the Site during the Term.
7.6 Project Company Progress Reports
Commencing on the date of this Agreement and continuing until the Phase 2
Commercial Operation Date, the Project Company shall submit progress reports to
NEPCO and the Engineer (with a copy to MEMR for its information) prior to the
fifteenth (15th) Day of each Month. Such reports shall cover in reasonable detail the
progress in the development, permitting, financing, procurement, construction, and
operation of the Facility for the preceding Month.
7.7 Environmental Impact Study
In the event that any delay to the Project Company's activities leading to
Commissioning, as scheduled by the Project Company as of the date of this
Agreement, is caused by the implementation of the requirements of the Ministry of
the Environment of the GOJ in accordance with the environmental impact study
referred to in Article 10 of Exhibit V of Section D of the RFP and such requirements
exceed the requirements of the World Bank Guidelines or the Laws of Jordan as at 21
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November 2005, all of the periods allowed and dates required (including the Required
Financial Closing Date and the Required Commercial Operations Date) for the
performance by the Company of its obligations under this Agreement shall be
extended on a day-for-day basis, provided that such obligations are affected by such
delay and that the Project Company is using all commercially reasonable efforts to
mitigate the effects of such delay.
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LONDON - 97396.22
ARTICLE 8
TESTING AND CAPACITY RATINGS
8.1 Testing of the Facility Prior to the Commercial Operation Date
(a) The Project Company shall provide to NEPCO on an on-going basis relevant
information regarding its program for testing the Facility, including any delay
suffered, or reasonably anticipated to be suffered, in the date of
synchronization of a Unit. Copies of all reports required by this Article will
be provided by the Project Company to MEMR.
(b) Not less than sixty (60) Days prior to each of the Required Phase 1
Commercial Operation Date and the Required Phase 2 Commercial Operation
Date, the Project Company will deliver to NEPCO in writing the final program
for testing, including the expected duration of the Project Company's start-up
and testing program and a tentative schedule for conducting all tests required
by Schedule 4. The Project Company shall advise NEPCO in writing of its
final schedule for the testing program not less than seven (7) Days prior to the
commencement of the tests required by Schedule 4. If the schedule for any
test required by Schedule 4 is adjusted after the Project Company has provided
NEPCO with the final testing program schedule, the Project Company shall
advise NEPCO not less than seventy-two (72) hours prior to the
commencement of any such test. On each Day beginning with the Day on
which testing commences, the Project Company shall provide NEPCO with a
schedule of the tests to be conducted on the following Day or Days, if such
test will continue for more than one (1) Day. All testing of the Facility shall
satisfy the requirements provided in Schedule 4, the procedures and protocols
agreed upon by NEPCO, the Project Company and the Engineer pursuant to
Clause 7.2(i). NEPCO will make all reasonable efforts to accept all the energy
generated by the Facility during the Period of testing and enable full load
operation of the Facility during Dependable Capacity Tests.
(c) If NEPCO is unable to accommodate the schedule for such test or tests as
provided by the Project Company in the final schedule for the program of tests
pursuant to the foregoing Article 8.1(b), NEPCO will give the Project
Company a Notice regarding deferral of any test or tests within seventy-two
(72) hours of its receipt of the final schedule for testing, and the Parties will
mutually agree on a date for any deferred test or program of tests; provided,
however, that any such delays shall be subject to the provisions of Article 8.5
below.
(d) Additional Commercial Operation Tests
(i) The Project Company shall be entitled to attempt as many Commercial

Operation Tests as are necessary to ensure that each Phase is
Commissioned in accordance with the requirements of this Agreement.
The Project Company shall give NEPCO not less than seventy-two
(72) Hours' Notice of each additional Commercial Operation Test it
desires to attempt.
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LONDON - 97396.22
(ii) Notwithstanding Article 8.1 (d)(i), if the results of a Commercial

Operation Test satisfy the applicable minimum performance criteria for
successful completion of such Commercial Operation Test, but the
Project Company is not satisfied with the results of such Commercial
Operation Test, the Project Company may request additional tests to
establish the results of the Commercial Operation Test with at least
seventy-two (72) Hours' prior Notice provided to NEPCO prior to a
subsequent test; provided, however, that the Project Company will not
be paid for capacity until it has notified NEPCO that the Project
Company has designated the test as the Commercial Operation Test in
accordance with sub-clause (iii) below.
(iii) When the Project Company is satisfied with a test to establish the
Phase 1 Commercial Operation Date or the Phase 2 Commercial
Operation Date, as the case may be, the Project Company shall notify
NEPCO that the Project Company has designated such test as the
Commercial Operation Test. The Initial Dependable Capacity shall be
set at any level successfully demonstrated during the Commercial
Operation Test up to the Contracted Facility Capacity.
(iv) The Phase 1 Commercial Operation Date and the Phase 2 Commercial
Operation Date shall occur and payment for Capacity Charges shall
commence as of the first Day after the Day the relevant Phase is
Commissioned. In the event that the Project Company is unable to
demonstrate in the Commercial Operation Tests for Phase 2 (carried
out in accordance with the foregoing subparagraph (d)(i)) that the
Facility is capable of operating at Threshold Capacity, NEPCO may
terminate this Agreement pursuant to and in accordance with Article
5.2(g).
8.2 Testing of Dependable Capacity of the Facility after the Commercial Operation Date
(a) Dependable Capacity shall be tested annually after the Phase 2 Commercial
Operation Date at times mutually agreed upon by the Project Company and
NEPCO; provided that such tests shall, to the extent practicable, be conducted
within one (1) Month after a Major Overhaul or other significant repair. The
Project Company may, within twenty-four (24) hours of completion of a
Dependable Capacity Test, reject the test and may conduct a retest; provided,
however, that the Project Company cannot conduct more than two retests of
any Dependable Capacity Test before the level of capacity achieved during
such a test is set as the Dependable Capacity. The Project Company shall give
NEPCO at least forty eight (48) hours' prior Notice of the first retest and
twenty four (24) hours' prior Notice of the second retest, and any retest shall
be conducted within ten (10) Days after the completion of the rejected test.
(b) The test period for the Dependable Capacity Test shall be for six (6)
continuous hours. The test shall be run using the Metering System and plant
instrumentation for measurements, unless otherwise decided by the Joint Co-
ordinating Committee. The Dependable Capacity shall be the Net Energy
Output during those six (6) hours corrected for Site Reference Conditions
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LONDON - 97396.22
divided by six (6), but may not exceed the Contracted Facility Capacity. If, as
the result of a Dependable Capacity Test, the tested capacity is shown to be
above the Dependable Capacity in effect prior to such test, the Project
Company shall set the Dependable Capacity at the new tested capacity up to
the Contracted Facility Capacity, and payments for the Dependable Capacity
shall be increased accordingly, effective the Day such Dependable Capacity
Test is completed. If, as result of the Dependable Capacity Test, the tested
capacity is shown to be below the Dependable Capacity in effect prior to such
test, the Dependable Capacity will be reduced to the newly tested capacity,
and payments for the Dependable Capacity shall be decreased to the tested
level, effective the Day Dependable Capacity Test is completed.
(c) Between annual tests, NEPCO may request one additional Dependable
Capacity Test if NEPCO reasonably believes that the currently set Dependable
Capacity does not accurately reflect the Dependable Capacity previously
declared to NEPCO. NEPCO shall provide written notice of its request to test
fourteen (14) days prior to the requested test date. The Project Company shall
be entitled to one (1) retest of such Dependable Capacity Test before the level
of capacity achieved during such a test is set as the Dependable Capacity
provided that it rejects the test within twenty-four (24) hours of completing the
Dependable Capacity Test. Each such Dependable Capacity Test and, as
appropriate, any retest shall be conducted in accordance with the foregoing
Subsection (b), within ten (10) Days of its request or, as the case may be, the
rejection, and the Project Company shall give NEPCO not less than seventy-
two (72) hours Notice of its intention to perform the Dependable Capacity
Test.
(d) Between annual tests, the Project Company may conduct one additional
Dependable Capacity Test if the Project Company reasonably believes that the
currently set Dependable Capacity does not accurately reflect the Capacity that
the Facility is able to achieve. Each such Dependable Capacity Test shall be
conducted in accordance with the foregoing Subsection (b) and the Project
Company shall give NEPCO not less than seventy-two (72) hours' Notice of
its intention to perform the Dependable Capacity Test.
(e) Notwithstanding anything to the contrary in this Agreement, no Dependable

Capacity Test will be conducted during a Scheduled or Maintenance Outage,
during the occurrence of a Force Majeure that affects the Facility or the
Project Company, or while the consequences of such Force Majeure continue
to affect the Facility or the Project Company. For the avoidance of doubt, the
additional Dependable Capacity Test mentioned in Clause 8.2(c) may be
conducted during a Forced Outage.
8.3 Notice of and Compliance with Testing Procedures
The Project Company shall carry out Commissioning of Phase 1 and Phase 2, the
testing of the Initial Dependable Capacity at the Phase 1 and Phase 2 Commercial
Operation Dates and the testing of the Dependable Capacity of the Facility thereafter
in accordance with Clauses 8.1, 8.2 and Schedule 4. NEPCO shall use its reasonable
efforts to comply promptly with all reasonable requests made by the Project Company
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LONDON - 97396.22
for assistance in carrying out such testing and Commissioning. NEPCO shall be
given prior Notice of the testing or Commissioning procedure in accordance with
Clauses 8.1 and 8.2 and shall be entitled to be present and observe any such testing
and Commissioning. The results of all such tests shall be certified by the Engineer.
8.4 Copies of Test Results
The Project Company shall provide NEPCO with copies of the results of all tests
performed pursuant to Schedule 4 and after every Major Overhaul of a generating
Unit at the Facility. NEPCO shall not use or disclose such results other than in
connection with the administration and enforcement of this Agreement.
8.5 Deemed Commissioning
(a) In the event that for any reason (other than a breach by the Project Company
of its obligations under this Agreement or any other Project Agreement):
(i) NEPCO, or a party on behalf of NEPCO, fails to fulfil its obligation to

(A) complete the Electrical Interconnection Facilities by the date
falling 3 Months before the Required Phase I Commercial Operation
Date (not taking into account any extension thereof after the date of,
and pursuant to, this Agreement or the IA), (B) complete the Natural
Gas pipeline and Fuel delivery by the date falling 4 Months before the
Required Phase I Commercial Operation Date (not taking into account
any extension thereof after the date of, and pursuant to, this Agreement
or the IA), (C) complete the water supply facilities by the date falling 5
Months before the Required Phase I Commercial Operation Date (not
taking into account any extension thereof after the date of, and
pursuant to, this Agreement or the IA) or (D) deliver or procure the
delivery of a total of 15,000 cubic meters of Water to the Facility
between the date falling 7 Months before the Required Phase I
Commercial Operation Date (not taking into account any extension
thereof after the date of, and pursuant to, this Agreement or the IA) and
the date falling 5 Months before the Required Phase I Commercial
Operation Date (not taking into account any extension thereof after the
date of, and pursuant to, this Agreement or the IA), and such failure
causes a Commissioning test to be delayed, then, upon receipt of a
certificate from the Engineer to the effect that the relevant Phase is, or
would have been, ready for testing by the relevant Required
Commercial Operation Date, the relevant Phase shall be deemed
commissioned on the relevant Required Commercial Operation Date
and the Phase shall be deemed to be providing Initial Dependable
Capacity equal to the Contracted Phase 1 Capacity or the Contracted
Facility Capacity, as the case may be, for the purposes of payments of
Capacity Charges to be made by NEPCO to the Project Company;
(ii) due to (A) any action or inaction by NEPCO or any Government

Authority which is inconsistent with the terms of this Agreement, the
Connection Agreement, the IA, the LLA or the WSA or the
transactions contemplated thereby (other than those referred to in
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LONDON - 97396.22
Clause 8.5(a)(i) but including the inability or the refusal by NEPCO or

the grid to receive power), (B) the discovery of a Pre-existing
Condition or (C) the occurrence of a Local Political Force Majeure or a
Foreign Political Force Majeure, a commissioning test is delayed, then
upon receipt of a certificate from the Engineer to the effect that the
relevant Phase is, or would have been, ready for testing by the relevant
Required Commercial Operation Date, the relevant Phase shall be
deemed commissioned on the relevant Required Commercial
Operation Date and the Phase shall be deemed to be providing Initial
Dependable Capacity equal to the Contracted Phase 1 Capacity or the
Contracted Facility Capacity, as the case may be, for the purposes of
payments of Capacity Charges to be made by NEPCO to the Project
Company.
If Phase 1 or the Facility, as the case may be, has been deemed Commissioned, the
Commercial Operation Tests shall be conducted at the first available opportunity
after such deemed Commissioning, and the Initial Dependable Capacity adjusted
as a result of such test in accordance with subsection (b) below. Neither Phase 1
nor the Facility shall be deemed Commissioned to the extent the delay or failure
would nevertheless have occurred regardless of the occurrence of any of the
events mentioned in Article 8.5(a). The Company shall use reasonable efforts
(excluding incurring additional costs) to mitigate the delay caused by any of the
events mentioned in this Article 8.5(a).
(b) In the event that the Initial Dependable Capacity of Phase 1 or the Facility, as the
case may be, at the Commercial Operation Tests after such Phase or the Facility
has been deemed Commissioned, is less than the Contracted Phase 1 Capacity or
the Contracted Facility Capacity, as the case may be, the Project Company shall
refund to NEPCO an amount equal to
(i) the difference, if any, between the Contracted Phase 1 Capacity or the
Contracted Facility Capacity, as the case may be, and the Initial
Dependable Capacity divided by the Contracted Phase 1 Capacity or
Contracted Facility Capacity, as the case may be; times
(ii) the total Capacity Charges paid between the date of deemed
Commissioning and the date upon which the Initial Dependable
Capacity Tests take place; provided, however, that in the event that the
Initial Dependable Capacity is less than the Threshold Capacity, the
Project Company shall refund all Capacity Charges received based on
deemed Commissioning.
(c) If, due to a delay mentioned in Clause 8.5(a)), either or both of the actual Phase 1
Commercial Operation Date and the actual Phase 2 Commercial Operation Date
does not occur within one (1) Month of the relevant Required Commercial
Operation Date, NEPCO shall indemnify the Project Company for (i) the actual
documented costs of demobilisation and remobilisation of personnel of the Project
Company and of the Construction Contractor, (ii) for any other actual documented
costs payable to the Construction Contractor, and (iii) any other actual
documented costs ("Other Additional Costs"); provided, that following the
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LONDON - 97396.22
relevant Required Commercial Operation Date, NEPCO shall indemnify the

Project Company for Other Additional Costs only to the extent that they exceed
US$ 200,000 per month of delay following such Required Commercial Operation,
Date.
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LONDON - 97396.22
ARTICLE 9
LIQUIDATED DAMAGES PAYABLE BY PROJECT COMPANY
9.1 Delay in Commissioning
(a) The Project Company covenants that Phase 1 shall be Commissioned on or

before the Required Phase 1 Commercial Operation Date. If the Phase 1
Commercial Operation Date has not occurred by the Required Phase 1
Commercial Operation Date, the Project Company shall pay NEPCO, as
liquidated damages, for the delay in Commissioning, a sum equal to US$
45,000 per day or fraction thereof. In no event shall the damages assessed
under this Article 9.1(a) exceed US$ 7,000,000.
(b) The Project Company covenants that Phase 2 shall be Commissioned on or

before the Required Phase 2 Commercial Operation Date. If the Phase 2
Commercial Operation Date has not occurred by the Required Phase 2
Commercial Operation Date, the Project Company shall pay NEPCO, as
liquidated damages, for the delay in Commissioning a sum equal to US$
50,000 per day or fraction thereof. In no event shall the damages assessed
under this Article 9.1(b) exceed US$ 8,000,000.
(c) In no event shall the damages assessed under this Clause 9.1 exceed US$
15,000,000.
9.2 Failure to Meet Contracted Facility Capacity
(a) The Project Company covenants that the Initial Dependable Capacity of Phase
1 shall not be less than the Contracted Phase 1 Capacity. In the event that
upon completion of the Dependable Capacity Test used to establish the Initial
Dependable Capacity of Phase 1, at the Phase 1 Commercial Operation Date,
pursuant to Article 8, Initial Dependable Capacity is less than the Contracted
Phase 1 Capacity, the Project Company shall have the option for a period of
up to six (6) months from the Phase 1 Commercial Operation Date to
undertake any necessary actions to increase the Initial Dependable Capacity to
the Contracted Phase 1 Capacity at its own cost. If upon the expiration of such
period, the Initial Dependable Capacity is set below the Contracted Phase 1
Capacity, the Project Company shall pay to NEPCO, as liquidated damages,
an amount equal to US$ 75 per kW of the shortfall.
(b) The Project Company covenants that the Initial Dependable Capacity of Phase
2 shall not be less than the Contracted Facility Capacity. In the event that
upon completion of the Dependable Capacity Test used to establish the Initial
Dependable Capacity of Phase 2, at the Phase 2 Commercial Operation Date,
pursuant to Article 8, Initial Dependable Capacity is less than the Contracted
Facility Capacity (but greater than the Threshold Capacity), the Project
Company shall have the option for a period of up to six (6) months from the
Phase 2 Commercial Operation Date to undertake any necessary actions to
increase the Initial Dependable Capacity to the Contracted Facility Capacity at
its own cost. If upon the expiration of such period, the Initial Dependable
Capacity is set at a level that is below the Contracted Facility Capacity, the
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LONDON - 97396.22
Project Company shall pay to NEPCO, as liquidated damages, an amount

equal to US$ 75 per kW of the shortfall.
(c) In no event shall the damages assessed under this Clause 9.2 exceed US$
3,700,000.
(d) Results of all Initial Dependable Capacity Tests and Dependable Capacity
Tests shall be valid only to the extent such tests are performed while the
Facility operates within the requirements of all Government Authorizations
and the World Bank Guidelines.
9.3 Excessive Outages
The Project Company covenants that, in respect of each Contract Year, the Excessive
Outages Energy ("EOE") for such Contract Year shall be less than or equal to zero
(0). In the event that, during any Contract Year other than the first Contract Year, the
Excessive Outages Energy is greater than zero (0), then the Project Company shall
pay to NEPCO, as liquidated damages, the Capacity Damages, calculated as follows:
Capacity Damages (US$) =

Capacity Damages Amount (US$/MW) x 1.28 x Excessive Outages Energy (MWh)/ eight thousand seven
hundred sixty (8760) hours)
Where the Capacity Damages Amount equals the product of (i) the Capacity Charge
per MW per Month prevailing during the relevant Contract Year and (ii) 12 Months.
(a) The Excessive Outages Energy (EOE) for any Contract Year, other than as
modified in Clause 9.3(d) for the first Contract Year, will be the sum of the
actual weighted outages (WFOE, WMOE and WSOE) minus the Allowable
Outages Energy (AOE), namely:
Excessive Outages Energy (MWh) = [WFOE + WMOE + WSOE - (AOE)] (MWh)
WFOE (MWh) = the summation of all periods of Forced Outage for this product:
duration of outage (hours) x reduction in Dependable Capacity
(MW) x Weighting Factor for these outage periods.
WMOE (MWh) = the summation of all periods of Maintenance Outage of this product:
(MW) x Weighting Factor for these outage periods.
WSOE (MWh) = the summation of all periods of Scheduled Outage of this product:
(MW) x Weighting Factor for these outage period.
AOE (MWh) = Annual Average Dependable Capacity (MW) x eight hundred
seventy six (876) hours except that, during any Contract Year where
a Major Overhaul is carried out on both gas turbines, AOE (MWh)
shall be equal to Annual Average Dependable Capacity (MW) x one
thousand three hundred and fourteen (1314) hours.
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LONDON - 97396.22
(b) If the Excessive Outages Energy (EOE) for any Contract Year is less than or
equal to zero, no liquidated damages are due.
(c) The "Weighting Factor" applicable to hours of Forced Outage, Maintenance

Outage, and Scheduled Outage, other than for the Free Commissioning Period
which shall be 1, shall be:
Months Weighting Factor Weighting Factor 23:00-

07:00-23:00 07:00 Hours
January 0.85 0.37
February 0.85 0.37
March 0.85 0.37
April 1.0 0.45
May 1.15 0.47
June 1.62 0.65
July 1.90 0.81
August 1.90 0.81
September 1.60 0.75
October 1.05 0.60
November 0.95 0.50
December 0.95 0.45
(d) During the first Contract Year, the Capacity Damages shall be calculated as
follows:
Capacity Damages (US$) =

Capacity Damages Amount (US$/MW) x [(Excessive Outages EnergyPH1 (MWh)/ five thousand eight hundred
and forty (5840) hours) x 1.28 x 8/12 ) + (Excessive Outages EnergyFCP (MWh) /two thousand nine hundred
and twenty (2920) hours) x 1.0 x 4/12)]
Where:
Capacity Damages Amount equals the product of (i) the Capacity Charge per MW per Month prevailing during
the relevant Contract Year and (ii) 12 Months.
Excessive Outages EnergyPH1 (MWh) equals Excessive Outages Energy (MWh) calculated over the first 8
months of the first Contract Year in accordance with the formula in Clause 9.3(a);
Free Commissioning Period Excessive Outage Energy:
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LONDON - 97396.22
If Excessive Outages EnergyPH1 (MWh) ≥ 0,

Excessive Outages EnergyFCP (MWh) equals WFOE + WMOE + WSOE each calculated over the Free
Commissioning Period ; and
If Excessive Outages Energy PH1 (MWh) < 0,

Excessive Outages EnergyFCP (MWh) equals Excessive Outages EnergyPH1 + WFOE + WMOE + WSOE each
calculated over the Free Commissioning Period.
9.4 Waiver of Defences
Notwithstanding that NEPCO may be substantially damaged in amounts that may be

difficult or impossible to determine in the event that a Phase (i) is not Commissioned
by the date required, (ii) is not capable of achieving and maintaining the Contracted
Phase 1 Capacity or Contracted Facility Capacity, as the case may be (iii) cannot
minimise the number of Forced Outages or (iv) cannot achieve the designated
operating levels, the Parties agree that the sums set out in this Article 9 constitute a
genuine pre-estimate of the loss to NEPCO and as a result are fair and reasonable as
liquidated damages and it is further understood and agreed that the payment of
liquidated damages is in lieu of actual damages for such occurrences. The Project
Company hereby waives any defence as to the validity of any liquidated damages in
this Agreement on the grounds that such damages are void as penalties.
9.5 Security Deposits
At Financial Close, NEPCO shall return the Proposal Security to the Project Company
and the Project Company shall provide to NEPCO a security deposit (the
"Construction Security") in an amount in Dollars equal to US$18,700,000 to ensure
the Project Company's obligations to pay liquidated damages in accordance with
Clauses 9.1 and 9.2. The Construction Security shall terminate three (3) Months after
the Phase 2 Commercial Operation Date, at which point NEPCO shall return the
Construction Security to the Project Company. The Construction Security shall
consist of either: (i) an unconditional and irrevocable direct pay letter of credit issued
by an international bank with an investment grade rating (or a regional or Jordanian
bank reasonably acceptable to NEPCO) in form and substance reasonably acceptable
to NEPCO; (ii) a bank guarantee issued by an international bank with an investment
grade rating (or a regional or Jordanian bank reasonably acceptable to NEPCO) in
form and substance reasonably acceptable to NEPCO; or (iii) a performance bond
issued by an international surety with an investment grade rating (or a regional or
Jordanian surety reasonably acceptable to NEPCO) in form and substance reasonably
acceptable to NEPCO.
9.6 Payments of Liquidated Damages
(a) Subject to Clause 9.3(d), within fourteen (14) Days after the end of (i) each
Month in respect of amounts due pursuant to Clauses 9.1 and 9.2, and (ii) each
Year in respect of amounts due pursuant to Clause 9.3, NEPCO shall compute
and advise the Project Company by Notice (a "Liquidated Damages Notice")
of the amount of liquidated damages, if any, due to NEPCO pursuant to this
Agreement for the preceding Month or Year, as the case may be. Subject to
Clause 9.6(b), the Project Company shall pay to NEPCO the amount of
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LONDON - 97396.22
liquidated damages shown on the Liquidated Damages Notice within ten (10)
Business Days of the date of the Liquidated Damages Notice (the "Liquidated
Damages Due Date"), if the Project Company fails to pay any amount due
pursuant to Clause 9.1 or 9.2 by the Liquidated Damages Due Date, NEPCO
shall be entitled to draw such amount from the Construction Security. Interest
shall accrue on any unpaid and undrawn amount from the Liquidated Damages
Due Date until the date payment is made at the rate of the Bank Rate. Save to
the extent that the amount of liquidated damages reflected on the Liquidated
Damages Notice is paid to NEPCO by the Project Company or, with respect to
liquidated damages pursuant to Clause 9.1 or 9.2, drawn from the Construction
Security, the amount of liquidated damages pursuant to Clause 9.1, 9.2 or 9.3
plus accrued interest due to NEPCO may be set off against amounts owed to
the Project Company by NEPCO on the next statements(s) submitted to
NEPCO pursuant to Article 14.
(b) In the event of any Dispute as to the computation or payment of liquidated

damages, the Project Company shall provide Notice to NEPCO specifying the
amount disputed and the reason therefore. In such event, the amounts not
disputed shall be paid as described in this Clause 9.6 and, in the case of a
dispute as to any amount pursuant to Clause 9.3, an amount equal to the
disputed amounts shall be deposited by the Project Company in an escrow
account on the date such amounts, if undisputed, would otherwise be due with
a commercial bank selected by the Project Company and reasonably
acceptable to the NEPCO. The Dispute shall be settled in accordance with the
Dispute resolution procedures set forth in Clause 18.3 (and, if applicable,
Clause 18.4). If any such Dispute is resolved in favor of NEPCO, the
determination of amounts due to NEPCO shall include interest at the rate
specified for late payment in Clause 9.6(a). Upon resolution, the funds in the
escrow account shall be disbursed as directed by the expert or arbitrators, as
applicable.
(c) Upon resolution:
(i) in the case of a dispute as to amounts pursuant to Clause 9.1 or 9.2 that
is determined in NEPCO's favour, the Project Company shall pay the
amount determined to be owed to NEPCO within ten (10) Days of such
resolution, failing which NEPCO shall be entitled to claim such
amount from the Construction Security;
(ii) in the case of a dispute as to amounts pursuant to Clause 9.3, the funds
in the escrow account shall be disbursed as directed by the expert or
arbitrators, as applicable within thirty (30) Days of the expert or the
arbitrators' determination, as applicable.
9.7 Failure to Meet Environmental Requirements
In the event that from Financial Close, Project Company, pursuant to Article 6, breaches the
World Bank Guidelines and the Jordanian environmental laws, Project Company shall have
the option for a period of up to three (3) months to undertake any necessary actions to remedy
such breach at its own cost. If upon expiration of such period, the Project Company is still in
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LONDON - 97396.22
breach of the said guidelines and laws, the Project Company shall pay to NEPCO liquidated
damages in accordance with Article 9.3 of this Agreement to the extent applicable. Should
the Project Company continue in breach of the World Bank Guidelines and the Jordanian
environmental laws, and not be taking corrective action, NEPCO may give a Notice of
Default under Clause 5.2(i) of this Agreement.
9.8 Dismantling Security
The Project Company shall submit, no later than 10 days before the end of the last Contract
Year of the original Term (as it may be extended pursuant to this Agreement or the IA), (i) an
unconditional and irrevocable direct pay letter of credit issued by an international bank with
an investment grade rating (or a regional or Jordanian bank reasonably acceptable to
NEPCO) in form and substance reasonably acceptable to NEPCO; (ii) a bank guarantee
issued by an international bank with an investment grade rating (or a regional or Jordanian
bank reasonably acceptable to NEPCO) in form and substance reasonably acceptable to
NEPCO; or (iii) a performance bond issued by an international surety with an investment
grade rating (or a regional or Jordanian surety reasonably acceptable to NEPCO) in form and
substance reasonably acceptable to NEPCO, in the amount of 6,300,000 Dinars, which shall
remain in place or be renewed for a period of 14 Months (the "Dismantling Security"). In the
event that the Project Company does not dismantle and remove the Facility from the Site and
return the Site to its original condition in an orderly and workmanlike fashion in accordance
with Clause 3.7 of the IA by the date falling twelve (12) Months after the end of the last
Contract Year, NEPCO shall be entitled to draw on the Dismantling Security to the extent
required to cover costs incurred by NEPCO or the GOJ in dismantling and removing the
Facility from the Site and returning the Site to its original condition in an orderly and
workmanlike fashion. NEPCO shall return the Dismantling Security to the Project Company
upon completion by the Project Company of its obligations under Clause 3.7 of the IA.
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LONDON - 97396.22
ARTICLE 10
CONTROL AND OPERATION OF THE FACILITY
10.1 Operating Procedures
The Facility shall be operated and maintained in accordance with the Operating
Procedures.
10.2 Dispatch
(a) The Control Centre will issue Dispatch Instructions to establish the Net
Energy Output that the Facility is expected to feed into the Grid System during
forthcoming periods of time. In coordination with NEPCO, the Project
Company shall be responsible for determining the operating modes (including
but not limited to the determination of how to load each Unit) that will result
in the most efficient and reliable operation.
(b) The Project Company shall notify NEPCO and the Control Centre whenever a
Dispatch Instruction results in a part of or the whole Facility being operated
beyond the Technical Limits. The Project Company never has an obligation to
operate and NEPCO never has a right to dispatch the Facility beyond the
Technical Limits. The Operating Procedures shall establish the circumstances
under which the Project Company will trip a Unit, prior to such Unit being
tripped by a protective device.
10.3 Scheduling of Capacities and Energy
NEPCO and the Project Company shall cooperate in establishing the following
scheduling for the Facility's Dependable Capacity and Net Energy Output:
(a) Year-Ahead Notification: Not less than 90 Days before the scheduled
Commercial Operation Date for a Phase and thereafter not less than 90 Days
before the beginning of each Contract Year, NEPCO shall provide to the
Project Company good faith estimates of its requirements on a Monthly basis,
for the Net Energy Output and the maximum capacity required during that
Contract Year, but shall not be bound by those figures. NEPCO will also
indicate the desired maintenance periods for the upcoming Contract Year.
(b) Quarter-Ahead Notification: Not less than 60 Days before each quarter of each
Contract Year, NEPCO shall provide to the Project Company good faith
estimates of its requirements, on a week-by-week basis for the Net Energy
Output and maximum capacity required during that quarter and also
provisionally for the following quarter, but shall not be bound by those
figures.
(c) Month-Ahead Notification: Not less than 14 Days before each Month NEPCO
shall provide to the Project Company good faith estimates of its requirements
on a day-by-day basis, for the Net Energy Output and maximum capacity
required during that Month and also provisionally for the following Month,
but shall not be bound by those figures.
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LONDON - 97396.22
(d) Week-Ahead Notification: Not later than 12:00 noon on Thursday before each
week beginning on each Saturday, NEPCO shall provide to the Project
Company estimated requirements, on an hour by hour basis, for the Net
Energy Output and maximum capacity required during that week and also
provisionally, during the following week, but shall not be bound by these
figures.
(e) Declared Capacity Notification: To enable NEPCO to give final schedules of

requirements, the Project Company shall notify the Control Centre, by 8:00
a.m. each Day, of the Declared Capacity available during each hour of the
following Day. However, the Project Company may notify the Control
Centre, not less than 12 hours prior to its scheduled occurrence, of any
reasonable modification to the Declared Capacity schedule.
(f) Day-Ahead Notification: Not less than 8 hours before the start of each Day the
Control Centre shall provide to the Project Company firm requirements, on an
hour-by-hour basis for capacity during that Day and also, provisionally, during
the following Day. The firm requirements shall be binding upon NEPCO;
provided, however, the Project Company shall not unreasonably withhold its
consent to any reasonable request from NEPCO for an alteration to its
requirements.
(g) The methods for scheduling the capacity may be modified from time to time.
Such modifications may be initiated by NEPCO, the Control Centre or the
Project Company and must be approved by the Joint Coordinating Committee.
10.4 Scheduled Maintenance.
(a) The Project Company shall submit its desired schedule of Scheduled Outage
periods (including the duration of each such period) to NEPCO six (6) months
before the Required Phase 2 Commercial Operation Date of the Facility and
three (3) months before each Contract Year. The Project Company shall
schedule Scheduled Outage periods during the period from November to May
only or such other alternative periods as NEPCO may specify, provided that
NEPCO does specify at least one (1) year in advance the alternative period
and that the period available for Scheduled Outages is of equal duration to the
period specified herein. Within thirty (30) Days of receipt of such schedule,
NEPCO shall notify the Project Company in writing as to the acceptability of
such schedule. The Project Company shall use all reasonable endeavours to
make each such Scheduled Outage period of relatively short duration
consistent with the Technical Limits, Prudent Utility Practices, and the
recommendations of the manufacturers of the various components of the
Facility.
(b) If NEPCO does not accept any one or more of the requested Scheduled
Outage(s) periods, NEPCO shall advise the Project Company within thirty
(30) Days of the receipt of the Project Company's notification in accordance
with sub-section (a) above of the acceptable period when NEPCO determines
any such unacceptable Scheduled Outage can be rescheduled. The
rescheduled time shall be as close as reasonably practicable to the requested
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LONDON - 97396.22
time, shall be consistent with the Technical Limits, Prudent Utility Practices
and the recommendations of the manufacturers of the various components of
the Facility, and shall be of the same duration as the requested period. If
NEPCO fails within such thirty (30) Day period to object to any Scheduled
Outage for which it receives notice pursuant to subsection (a) above or fails
within such period to advise the Project Company of a substitute time, the
Project Company may schedule and conduct the Scheduled Outage(s) as
initially requested.
(c) The Project Company shall schedule Scheduled Outages only at times
determined as aforesaid; provided, however, that NEPCO may not require the
Project Company to schedule Scheduled Outages in a manner or time which is
outside the Technical Limits, is inconsistent with Prudent Utility Practices or
the recommendations of the manufacturers of the various components of the
Facility.
(d) Notwithstanding the fixing of a time for a Scheduled Outage pursuant to sub-
sections (a), (b) and (c) above, NEPCO may, upon at least ninety (90) Days
prior Notice and upon agreeing to pay the documented increased cost, if any,
to the Project Company resulting therefrom, require the Project Company to
reschedule a Scheduled Outage; provided, however, (i) NEPCO shall not
require such Scheduled Outage to be rescheduled for a period of shorter or
longer duration or in a manner or time that is outside the Technical Limits, or
inconsistent with Prudent Utility Practices or the recommendations of the
manufacturers of the various components of the Facility, (ii) NEPCO shall not
require that a single Scheduled Outage period be split into two or more periods
without compensating Project Company for any additional costs incurred
thereby, and (iii) NEPCO shall not require that a Scheduled Outage be
brought forward any earlier than sixty (60) Days from the date of such Notice
without the consent of Project Company.
(e) Notwithstanding the fixing of a time for a Scheduled Outage pursuant to sub-
sections (a), (b) and (c) above, the Project Company may request a
rescheduling of any Scheduled Outage upon ninety (90) Days prior written
Notice to NEPCO. NEPCO shall respond to such request within ten (10)
Business Days and shall not unreasonably withhold its permission for such
rescheduling.
(f) All scheduling and rescheduling pursuant to sub-sections (a), (b), (c), (d) and
(e) above shall be done without adverse distinction by NEPCO between the
Facility and all other plants providing electric capacity and/or energy to the
Grid System.
(g) When the need arises for a Maintenance Outage, the Project Company shall
advise NEPCO of such need and of the commencement and estimated duration
of such work, and NEPCO shall allow the Project Company to schedule such
Maintenance Outage within a period of time that is reasonable under the
circumstances, but in any event not to exceed the time required by the
Technical Limits and Prudent Utility Practices. The Project Company shall
use all reasonable efforts to conduct such Maintenance Outage during off-peak
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LONDON - 97396.22
hours. The Project Company may advise NEPCO orally of the above matters
set forth in this subsection (g), and NEPCO shall respond orally within
twenty-four (24) hours of such notice. NEPCO shall confirm its
communication in writing within one (1) week of such oral notice.
(h) For those years in which the Project Company plans to conduct a Major
Overhaul, the Project Company shall submit its Major Overhaul schedule
(including the duration of such period) to NEPCO one year in advance by
Notice. It is expected that a Major Overhaul will take place approximately
every 66,000 operating hours or 1,600 starts, both as defined by the
manufacturer and will not exceed 40 Days in any Contract Year. No
Scheduled Outage will be permitted in those years where a Major Overhaul is
scheduled. The Project Company may not schedule a Major Overhaul during
the months of July through October inclusive. Within thirty (30) Days of
receipt of this schedule, NEPCO shall notify the Project Company in writing
as to the acceptability of such schedule. If NEPCO does not accept this
schedule, NEPCO shall advise the Project Company within thirty (30) Days of
receipt of such Schedule of the time when NEPCO determines the Major
Overhaul can be rescheduled. The rescheduled time shall be as close as
reasonably practicable to the requested time, shall be consistent with the
Technical Limits, Prudent Utility Practices and the recommendations of the
manufacturers of the various components of the Facility, and shall be of equal
duration as the requested period. If NEPCO fails within the allowed period to
object to any Major Overhaul for which it receives Notice pursuant to this
section (h) or fails within such period to advise Project Company of a
substitute time, the Project Company may schedule the Major Overhaul as
initially requested.
10.5 Emergencies
(a) The Project Company shall cooperate with NEPCO in establishing agreed
Emergency plans for the Facility at least ninety (90) Days before the Required
Phase 1 Commercial Operation Date, including recovery from a local or
widespread electrical blackout and voltage reduction in order to curtail load.
(b) On or after the Phase 1 Commercial Operation Date, the Project Company
shall, during an Emergency, within no more than 15 minutes of NEPCO's
request, and more quickly if possible consistent with Prudent Utility Practices,
supply such power as the Facility is able to generate; provided, however, that
the Project Company shall not be obligated to operate the Facility beyond the
Technical Limits or beyond the limits which the Project Company reasonably
believes could result in a trip. If a Scheduled Outage or Maintenance Outage
occurs or would occur coincident with an Emergency, the Project Company,
upon consultation with NEPCO and at NEPCO's sole cost and expense, shall
make all reasonable efforts to reschedule the Scheduled Outage or
Maintenance Outage or, if the Scheduled Outage or Maintenance Outage has
begun, expedite the completion of the work to restore power supply as soon as
possible.
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LONDON - 97396.22
10.6 Maintenance of Operating Records
(a) Each Party shall keep complete and accurate records and all other data
required by each of them for the purposes of proper administration of this
Agreement. Among, but not limited to, other records and data required hereby
or elsewhere in this Agreement, the Project Company shall maintain an
accurate and up-to-date operating log at the Facility with records of:
(i) Net Energy Output production for each demand period and Delivery
Point, and bus voltage at all times (for this purpose the Project
Company shall install a computerised system that will maintain an
agreed data base of all pertinent parameters, as determined by the Joint
Coordinating Committee).
(ii) Changes in operating status, Scheduled Outages, Maintenance Outages

and Forced Outages; and
(iii) Any unusual conditions found during inspections.
(b) All such records required under subsections 10.6(a)(i)-(iii) shall be maintained
for a minimum of sixty (60) Months after the creation of such record or data;
provided, however, that the Parties shall not dispose of or destroy any such
records after such sixty (60) Month period without thirty (30) Days' prior
Notice to the other Party. Either Party shall have the right, upon reasonable
prior Notice to the other Party, and at reasonable times during normal office
hours, to examine the records and data of the other Party relating to this
Agreement or the operation and dispatch of the Facility within the Grid
System at any time during the period such records and data are required
hereunder to be maintained.
10.7 Annual Report
The Project Company shall deliver to NEPCO an annual operating and maintenance
report for each Contract Year, within two (2) Months following the expiration of each
Contract Year. Such annual report must include the operation and maintenance report
for the prior year and the anticipated operation and maintenance plan and Emergency
plan for the upcoming year.
10.8 Distillate Fuel Supply
(a) The Project Company shall construct and maintain storage facilities at the Site
for the supply of Distillate Fuel for the operation of the Facility. Such storage
facilities shall be capable of holding an inventory equivalent to the amount of
Distillate Fuel necessary to operate (at full load) the Facility for at least
fourteen (14) continuous Days.
(b) The Project Company shall be responsible for first fill of the Distillate Fuel
storage tank in an amount equivalent to the amount of Distillate Fuel required
to operate the Facility at Contracted Facility Capacity for seven (7) Days, such
first fill to be accomplished prior to Phase 1 testing and Commissioning,
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LONDON - 97396.22
Commencing with the Phase 1 Commercial Operation Date and continuing

thereafter throughout the Term (excluding only periods during which
Scheduled Outages are to occur), NEPCO shall purchase and keep an
inventory of Distillate Fuel in such storage facilities. Maintenance and
upkeeping of the stored Distillate Fuel shall be the Project Company's
responsibility.
(c) (i) In the event that Natural Gas is unavailable, NEPCO may require the
Project Company to operate the Facility on Distillate Fuel.
(ii) Subject to sub-clause (iii) below, if NEPCO requires the Project Company
to operate the Facility on Distillate Fuel for more than 7 consecutive Days or a
gas turbine for more than 15 Days, then the Facility will be deemed to be
providing the Dependable Capacity for any period during which there will
exist a reduction or interruption of the generating capability of the Facility,
which the Project Company can demonstrate is due to the operation of the
Facility on Distillate Fuel,
(iii) Without derogating from the generality of sub-clause (ii) above, after the
earlier of (A) first period of operation of the Facility on Distillate Fuel which
exceeds 7 consecutive Days or (B) the first period of operation of a gas turbine
on Distillate Fuel which exceeds 15 Days, and thereafter, after each period of
400 hours (whether or not consecutive) during which a gas turbine is operated
on Distillate Fuel, the Project Company shall be entitled, without being
required to make any demonstration, but upon 72 hours' prior Notice to
NEPCO, to designate a period of 24 consecutive hours during which the
Facility shall be deemed to provide the Dependable Capacity while
maintenance is being carried out.
10.9 Increase in Generation Capacity Due to Improvements or Additional Equipment
Subject to the prior written consent of the Project Company and the Agent (in
accordance with the Lenders' Direct Agreement), if the Project Company shall be
requested by MEMR to increase the generation capacity of the Facility, then the
Project Company shall (once all relevant details have been agreed by the Project
Company, MEMR and NEPCO, and approved by the Electricity Sector Regulatory
Commission in accordance with the General Electricity Law No. (64) of 2002)
implement and prosecute such request at NEPCO's expense, with capital costs and
operational costs being recoverable through Supplemental Charges or by direct cost-
plus reimbursement at the discretion of the Project Company. Notwithstanding the
first sentence of this Clause 10.9, the Project Company shall not prosecute and
implement such request until (a) NEPCO and the Project Company shall have agreed
on the feasibility and cost of such implementation and additional construction (if any),
(b) the financing for such implementation and construction (if any) has been obtained
and (c) appropriate adjustments to the Tariff, including the Capacity Charge and the
Energy Charge, have been agreed, and taking into account any lost revenue due to
necessary Facility outages and all other costs or Losses to be incurred by the Project
Company consequent upon implementation of such changes.
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10.10 Reactive Power
If, due to instability in the Grid System, NEPCO requests the Project Company to
operate the Facility in a power factor range outside the range mentioned in Clause
2.3(a) of Schedule 2, the Project Company shall comply with such request, provided
that (i) it shall not have any obligation to operate the Facility in such a way for more
than 1 hour at a time if, in the opinion of the Project Company, it could damage the
Facility and (ii) the Project Company shall never be required to operate the Facility in
a manner that is inconsistent with the Functional Specifications or the Technical
Limits and the Contracted Characteristics.
10.11 Free Commissioning Period
The Project Company may change the commencement date of the Free
Commissioning Period by giving written Notice to NEPCO no later than two hundred
and ten (210) Days after the Phase 1 Commercial Operation Date.
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ARTICLE 11
JOINT COORDINATING COMMITTEE
11.1 Membership
Within ninety (90) Days from the Effective Date of this Agreement, the Parties shall
establish a Joint Coordinating Committee of ten (10) members, with the Project
Company and NEPCO each appointing five (5) members. Each Party shall also
appoint two (2) substitutes for each of its members. The substitutes must be
appointed at least thirty (30) Days prior to being able to substitute for one of the
members. Substitutes may attend the Joint Coordinating Committee meetings but
cannot participate in them unless they are replacing a regular member.
The Joint Coordinating Committee shall meet at least once per month.
The chairmanship of the Joint Coordinating Committee shall rotate each year between
the Parties, and the first chairman shall be appointed by NEPCO. The Joint
Coordinating Committee shall develop procedures for holding meetings, keeping
minutes of meetings, maintaining records and appointing and operating sub-
committees as may be required.
11.2 Duties
The power and duties of the Joint Coordinating Committee shall include only the
following:
(a) coordination of the respective programs of the Parties for the construction and
Commissioning of the Facility, the Fuel Interconnection Facilities, and the
Electrical Interconnection Facilities, and agreement where necessary upon the
respective Commissioning procedures;
(b) discussion of the steps to be taken upon shutdown or reduction in capacity for
Force Majeure or any other reason;
(c) coordination and modification, if required, of Operating Procedures, including

day-to-day communications, dispatching procedures, and Emergency plans
and procedures, and compliance with Operating Procedures;
(d) coordination and modification, if required, of scheduled maintenance

programs and scheduling and acceptance of performance tests and periodic
tests;
(e) review of maintenance records, including results of periodic tests, for

compliance with manufacturers' maintenance instructions and
recommendations;
(f) coordination of annual, monthly, weekly, and daily forecasts or requirements

for the Facility;
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(g) developing, monitoring, and auditing the procedures to record Dependable

Capacity, reliability, Net Energy Output, and any other parameters that may
influence the billing or liquidated damages arising from operation;
(h) developing protocols for invoicing and for measuring Dependable Capacity
and Net Energy Output;
(i) dealing with safety matters affecting the Facility, the Parties, and their
Contractors;
(j) consultation on Emergency plans developed by the Parties for recovery from a
local or widespread electrical blackout;
(k) review of metering and protective schemes and devices;
(l) select, assign duties to, and supervise the Engineer, and arrange for payment
of the Engineer from funds provided equally by both Parties;
(m) any other matter agreed by the Parties affecting the operation of the Facility
and the Grid System; and
(n) discuss requests for GOJ assistance pursuant to Clause 7.5 of the IA.
11.3 Decision Making
Decisions of the Joint Coordinating Committee shall be made by agreement from at

least two thirds (2/3) of the members. If agreement cannot be achieved on a matter
where a decision is required for the performance of a Party's obligations or the
exercise of a Party's rights under this Agreement, the matter will be resolved in
accordance with Article 18.
11.4 Scope and Effect
The Parties agree and acknowledge that the jurisdiction of the Joint Coordinating
Committee shall be limited to liaison and consultation only and shall not be binding
upon the Parties, absent express written agreement to the contrary, any such
agreement to be in accordance with the System Grid Code and the Connection
Agreement, as either may apply. Accordingly the resolutions, considerations and
discussions taking place from time to time within the Joint Coordinating Committee
shall at all times remain subject to the express provisions of this Agreement (other
than this Article 11), and, accordingly the respective rights and obligations of the
Parties under this Agreement (or otherwise) shall not be affected by Clauses 11.1 to
11.3.
11.5 Special Reporting
During any period during which either of the 6 Month periods mentioned in Clauses
5.2(g) or 5.2(h) are extended in accordance with Clause 5.2(g) and 5.2(h), as
applicable, the Joint Coordinating Committee will meet every 14 Days and the
members of the Joint Coordinating Committee appointed by the Project Company will
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report on the status of the measures taken by the Project Company to cure the
deficiency.
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ARTICLE 12
ELECTRICAL INTERCONNECTION
12.1 Electrical Interconnection Facilities
The 400 kV substation (Amman East Substation) starting from the high voltage
bushings of the main power transformers, including all the required electrical
facilities, shall be designed, procured, constructed, operated, and maintained by
NEPCO as part of the Grid. Metering shall be installed and maintained in accordance
with Clause 13.1 on the 400 kV bushings of the main power transformers. The
operation of the feeders at the substation shall be the responsibility of NEPCO.
12.2 Construction of Electrical Interconnection Facilities
NEPCO shall complete the Electrical Interconnection Facilities on or before the date
which is 3 Months before the Phase I Required Commercial Operation Date (not
taking into account any extension thereof after the date of, and pursuant to, this
Agreement or the IA); provided, however, that such date shall be extended in the
event that the Project Company projects a delay in the date Phase 1 is scheduled to be
synchronized. However, failure by NEPCO to complete the Electrical
Interconnection Facilities shall not be considered a breach of this Agreement if and
for as long as such failure can be attributed to any of the following:
(a) The failure by the Project Company to provide NEPCO, on a timely basis,
with any technical data available to the Project Company relating to the
Facility reasonably required by NEPCO to undertake the design, construction,
installation and commissioning of the Electrical Interconnection Facilities;
provided, however, that NEPCO shall have requested such technical data with
reasonable Notice; or
(b) Any other failure by the Project Company to perform its obligations in
accordance with this Agreement that materially affects NEPCO's ability to
complete the Electrical Interconnection Facilities on or before the date which
is three (3) months before the Required Phase 1 Commercial Operation Date
(not taking into account any extension thereof after the date of, and pursuant
to, this Agreement or the IA).
12.3 Changes Affecting Protective Devices
Each Party shall notify the other Party in advance of any changes to either the Facility
or the Grid System that may affect the proper coordination of protective devices
between the two systems.
12.4 Testing
The Parties shall cooperate in testing the Electrical Interconnection Facilities from
time to time prior to the scheduled synchronisation dates of each Phase and at such
other times thereafter as either Party may reasonably require. All such testing shall be
carried out on a timely basis.
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ARTICLE 13
METERING
13.1 Metering
The standards for performance measurement systems and testing are specified in
Schedule 6.
(a) All metering devices used to measure Net Energy Output pursuant to this
Agreement, and to monitor and coordinate operation of the Facility, shall be
purchased, owned, installed and maintained by the Project Company
according to the specifications in Schedule 6. All metering will be done jointly
by the Parties, and each Party shall designate a representative for performing
such metering. All metering devices used to provide data for the computation
of payments due under this Agreement shall be sealed, and the seal shall be
jointly broken by the designated representatives of the Parties when such
metering devices are to be inspected and tested or adjusted in accordance with
Article 13.1(b) below. The number, type and location of such metering
devices shall be on the 400 kV high voltage bushings of the main power
transformers and according to the single line diagram presented by the Project
Company and approved by NEPCO.
(b) The Project Company shall inspect, test, and calibrate all metering devices
upon installation and at least once every five (5) years thereafter. The Project
Company shall provide NEPCO with reasonable advance notice of, and allow
a representative of NEPCO to witness and verify such inspections, tests, and
calibrations. Upon the written request by NEPCO, and in the presence of
NEPCO, the Project Company shall perform additional inspections, tests, or
calibrations of the metering devices within twenty (20) Days following the
date of such written request. The actual expense of any such requested
additional inspection, tests, or calibration shall be borne by NEPCO, unless,
upon such inspection, tests or calibration, a metering device is found to
register inaccurately by more than 0.2%, in which event the expense of the
requested additional inspection or testing shall be borne by the Project
Company. If a metering device is found to be defective or inaccurate, whether
or not within the accuracy and repeatability tolerances set forth in Table 6.1 of
Schedule 6, the Project Company shall, at its own expense, adjust, repair,
replace, and/or recalibrate the metering device as near as practicable to a
condition of zero error.
(c) NEPCO may elect to install and maintain, at its own expense, back-up
metering devices at the Delivery Point in addition to (and identical to) those
installed and maintained by the Project Company, which installation and
maintenance by NEPCO shall be in a manner reasonably acceptable to the
Project Company.
13.2 Adjustment for Inaccurate Meters.
If a metering device fails to register, or if the measurement made by a metering device

is found upon testing to be inaccurate, an adjustment shall be made correcting all
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measurements by the inaccurate or defective metering device for the Project for the
amount of the inaccuracy and the period of the inaccuracy, in the following manner:
(a) By (i) integrating the capacity measurements obtained by the MW-meter

readings which are registered every thirty (30) minutes in the Control Centre,
or (ii) by using the Declared Capacity, whichever is applicable; or
(b) As may be agreed upon by the Parties; or
(c) In the event that the Parties cannot agree on the amount of the adjustment
necessary to correct the measurements made by any inaccurate or defective
metering device, the Parties shall use NEPCO's back-up metering device, if
installed, to determine the amount of such inaccuracy; so long as such
metering devices are tested and maintained in the same manner as the Project
Company's. In the event NEPCO's back-up metering devices are also found to
be outside the accuracy and repeatability tolerances set forth in Table 6.1 of
Schedule 6, as are applied to the Project Company's metering devices under
Article 13.1(b) above, the Parties shall estimate the amount of the necessary
adjustment on the basis of deliveries of Net Energy Output during periods of
similar operating conditions when the metering device was registering
accurately.
(d) In the event that the Parties cannot agree on the actual period during which the
inaccurate measurements were made, the period during which the
measurements are to be adjusted shall be the shorter of (i) the last one-half of
the period from the last previous test of the metering device, or (ii) the (60)
Days immediately preceding the test which found the metering device to be
defective or inaccurate.
(e) To the extent that the adjustment period covers a period of deliveries for
which payment has already been made by NEPCO, NEPCO shall use the
corrected measurements as determined in accordance with Articles 13.2(a),
(b), (c), or (d) hereof to recompute the amount due for the period of the
inaccuracy and shall subtract the previous payments by NEPCO for this period
from such recomputed amount. If the difference is a positive number, the
difference shall be paid by NEPCO to the Project Company. If the difference
is a negative number, the difference shall be paid by the Project Company to
NEPCO, or in the sole discretion of NEPCO, the difference may take the form
of an offset to payments due to the Project Company by NEPCO. Payment of
such difference by the owing Party shall be made not later than thirty (30)
Days after the owing Party receives Notice of the amount due, unless NEPCO
elects payment via an offset.
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ARTICLE 14
BILLING AND PAYMENT
14.1 Invoices
(a) Invoices shall be prepared monthly by the Project Company in accordance

with this Article 14.1 for payment by NEPCO in Dinars, as specified in this
Clause 14.1.
(b) NEPCO and the Project Company shall read directly by their representatives
or via billing centers the metering devices on the first Day of each Month at
10:00 a.m., commencing with the first Month of the Period of Testing.
(c) The Project Company shall render an itemised invoice to NEPCO by the tenth
(10th) Day of each Month of the Term, commencing:
(i) in respect of amounts due by NEPCO for Net Energy Output during
the Period of Testing, with the Month immediately following the first
Month of the Period of Testing; and
(ii) in respect of amounts due by NEPCO for deliveries of Net Energy

Output and/or Dependable Capacity hereunder, with the first Month
immediately following the Month in which the Phase 1 Commercial
Operation Date occurs.
(d) Each itemized invoice for amounts due by NEPCO to the Project Company
under sub-section 14.1(c)(i) in respect of any Month during the Period of
Testing shall show, calculated, where applicable, in accordance with Schedule
5:
(i) Net Energy Output delivered to NEPCO during each hour of the
previous Month and the total Net Energy Output for such Month;
(ii) any adjustments to such measurements pursuant to Article 13 hereof;
(iii) any adjustments pursuant to Section 14.3;
(iv) the total amount in Dinars that is due from NEPCO to the Project
Company with respect to such deliveries of Net Energy Output during
the preceding Month.
(e) Each itemized invoice for amounts due by NEPCO to the Project Company
under Clause 14.1 (c)(ii) for deliveries of Net Energy Output and/or
Dependable Capacity hereunder in respect of any month from and after the
Phase 1 Commercial Operation Date shall show, calculated, where applicable,
in accordance with Schedule 5:
(i) Net Energy Output delivered to NEPCO during each hour of the
previous Month and the total Net Energy Output for such Month;
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(ii) The Energy Charge for such Net Energy Output, and the Capacity
Charge for the previous Month;
(iii) Supplemental Charges, if any;
(iv) any adjustments to such measurements pursuant to Article 13 hereof;
(v) any adjustments pursuant to Section 14.3;
(vi) any adjustments pursuant to Section 7.3(b);
(vii) the total amount in Dinars that is due from NEPCO to the Project
Company with respect to such deliveries of Net Energy Output and
Dependable Capacity during the preceding Month, including, for the
avoidance of doubt, the full Capacity Charge for the Dependable
Capacity in the event that the Dependable Capacity is unavailable, in
whole or in part, due to a request by NEPCO in accordance with this
Agreement, due to a Scheduled Outage, due to a Maintenance Outage,
due to a Forced Outage, due to a Local Political Force Majeure or a
Foreign Political Force Majeure, due to a condition caused by Nepco
or by the Grid System, due to the unavailability of any of the inputs or
facilities mentioned in Clause 17.1(e)(ii), during any period during
which the Facility is deemed to provide the Dependable Capacity in
Clause 10.8(c), or during the Free Commissioning Period.
14.2 Payment
Each invoice shall be paid within thirty (30) days of receipt thereof, with those
portions of the Tariff to be adjusted calculated in accordance with Schedule 5.
14.3 Estimates
In order that invoices may be rendered promptly after the end of each Month, it may
be necessary, from time to time, to estimate certain factors involved in calculating the
monthly billing. Adjustments for errors in such estimates shall be included in the
invoice for the first Month following the time when the information necessary to
make such corrections or adjustments becomes available.
14.4 Late Payment
If the invoice is not paid within thirty (30) days of receipt thereof (the "Invoice Due
Date"), interest on unpaid amounts shall accrue daily from the Invoice Due Date until
the date upon which payment is made at the rate of (i) for those portions of the Tariff
adjusted based on the Reference Exchange Rate and Paid Exchange Rate, the Bank
Rate plus two percent (2%); and (ii) for those portions of the Tariff not adjusted based
on the Reference Exchange Rate and Paid Exchange Rates, the Bank Rate plus two
percent (2%).
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14.5 Disputed Amounts
In the event of any Dispute as to the Capacity Charge, Energy Charge, or the
Supplemental Charges, NEPCO shall notify the Project Company of the amount in
dispute. In such event, the amounts not disputed shall be paid as described in this
Article 14 and an amount equal to the disputed amounts shall be deposited in an
escrow account on the date such amounts, if undisputed, would otherwise be due with
a commercial bank selected by NEPCO and reasonably acceptable to the Project
Company. The Dispute will be settled in accordance with the Dispute resolution
procedures set forth in Clause 18.2 (and, if applicable, Clause 18.3). The resolution
of the disputed amount shall include interest at the rate specified for late payment in
Clause 14.4. Upon resolution, the funds in the escrow account shall be disbursed in
accordance with the resolution of the matter under Clause 18.2 or as directed by the
arbitrators under Clause 18.3, as applicable.
14.6 Billing Errors
Any claim regarding an error in invoices previously paid shall be made (in accordance
with Article 14.5 or 14.7) within fifteen (15) Business Days from the date of
discovery of such error, but in any event no later than the date six (6) Months after the
date of issuance of such invoice. If such claim is not made within the six-month
period referred to in the previous sentence, the original invoice and the calculations
therein shall be binding upon the Parties.
14.7 Inaccurate Meters
In the event adjustments to an invoice are required as a result of corrected

measurements made with respect to inaccurate meters, the Parties shall use the
method of correcting measurements described in Article 13.2 to recompute the
amounts due from or to NEPCO for the Net Energy Output and, in the event of
corrected measurements made in respect of any Dependable Capacity Test, the
Dependable Capacity sold under this Agreement during the period of inaccuracy. If
the total amount, as recomputed, due from a Party for the period of one inaccuracy
varies from the total amount due as previously computed, and payment of the
previously computed amount has been made, then, following agreement by the Parties
on the amount due as a result of the recomputation, the Project Company shall
promptly issue an adjusted billing statement. The owing Party shall pay any amount
owed as shown on such billing statement within thirty (30) Days of the issuance of the
adjusted billing statement.
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ARTICLE 15
INSURANCE REQUIREMENTS
15.1 Terms and Conditions
(a) All insurance policies are subject to Jordan jurisdiction (Jordan laws and
Jordan competent courts).
(b) All insurance policies should be effected through insurers registered in Jordan
to the extent required by the Laws of Jordan.
(c) Re-insurance of all policies should be in accordance with the effective

instructions issued by the insurance commission and accordingly, insurers
should prove that they have implemented the aforesaid instructions.
(d) Insurance is subject to cut through clause and assured have the right to claim
from either insurers or reinsurers or both of them.
(e) The Project Company shall not be obliged to obtain any insurance policies
covering sabotage, war or terrorism risk.
15.2 Maintenance of Insurance Policies
(a) The Project Company shall obtain and maintain from and after Financial Close
and throughout the term of this Agreement the policies of insurance set forth
in the minimum coverage amounts (or if not set forth, on terms and conditions,
including sub-limits, deductibles and exclusions that are obtained by
independent power generators of comparable size, technology and location)
and during the periods, provided, however, that such minimum amounts may
be changed from time to time with the written consent of NEPCO, which
consent may not be unreasonably withheld or delayed. In addition to the
foregoing, the Project Company may obtain any additional coverages required
by the Lenders or the Laws of Jordan, or deemed necessary by the Project
Company. The Project Company shall not be in breach of its obligations
hereunder if and to the extent that any particular insurance policy or amount of
coverage ceases to be available on commercially reasonable terms for reasons
other than any negligence or default by, or the deterioration of the financial
condition of the Project Company from the date of this Agreement.
(b) In the event that any particular insurance policy or amount of coverage
required to be maintained hereunder ceases to be available on commercially
reasonable terms for reasons other than any negligence or default by, or the
deterioration of the financial condition of the Project Company from the date
of this Agreement, the Project Company shall notify NEPCO of such
occurrence promptly upon becoming aware of it, and NEPCO shall have the
option to procure such particular policy or amount of coverage and to require
the Project Company to reimburse it for the cost thereof up to an amount not
exceeding the premium paid by the Project Company immediately prior to
such insurance becoming unavailable on commercially reasonable terms
(provided that the terms of such policy and the insurers and reinsurers
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LONDON - 97396.22
providing it are otherwise substantially the same as those of the policy that it
replaces).
15.3 Insurance Requirements Before the Construction Period
(a) Cargo transportation insurance (imports and re-exported items):
This insurance shall cover all materials, equipments, machineries, spares and
other items for incorporation into the facility against all risks of physical loss
or damage while in transit by sea and\or air and/or by land conveyance and/or
sending by post from the country of origin anywhere in the world to the site,
or vice versa, from the time the insured items leave the warehouse or the
factory and\ or place of storage for shipment to the site (final destination
named in the policy), plus war, strikes, riot and civil commotions in
accordance with the provisions of institute cargo clause "A", war, strikes,
and civil commotions or land transit "All Risks clause".
Coverage shall be in amount equal to the cost, freight and all other expenses
and fees.
In the alternative, the Project Company may satisfy its obligations hereunder
by requiring the vendor of such items to insure them in the manner specified
herein, provided the vendor names the Project Company and the other parties
and first provides the Project Company with evidence of such insurance, a
copy of which shall be provided to NEPCO upon request.
Name of assureds include Project Company, MEMR, NEPCO and all other
concerned parties.
(b) Delay in start up following cargo transport insurance:
This insurance shall cover debt service and fixed operation and maintenance
costs incurred following delays in reaching the required commercial operation
date as a direct result of physical loss or damage to the materials, equipments,
machineries and other items in transit by sea and/or air and/or by motor truck
to the site to the extend covered under the cargo transport insurance.
This insurance shall indicate indemnity period not less than one calendar year
as from the date of occurring the risk covered under the transport policy.
15.4 Insurances Required During Construction Period Plus Erection, Trial Testing and
Commissioning Period Plus Gross Profit Loss Due to Delay
(a) Contractors all risks policy (C.A.R. Policy):
This insurance shall cover all permanent and temporary works at the site in the
course of execution, including machinery and equipment for incorporation in
the facility, against all risks of physical loss or damage (other than nuclear
risk, penalties, consequential losses, cash, vehicles, vessels and aircraft) and
shall include cover for loss or damage caused by faulty design, defective
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LONDON - 97396.22
workmanship and defective material. Coverage shall be not less than the
probable maximum loss value of the items covered.
Coverage also shall include equipment, machinery used by the concerned

parties plus removal of debris, third party liability plus cross liability during
the period of construction, plus one calendar year maintenance period.
(b) Delay in start up following C.A.R. incidents:
This insurance shall cover debt service and fixed operation and maintenance
costs incurred following delays in reaching the required commercial operation
date as direct result of physical loss or damage to the works to the extent that
such loss or damage is covered under the C.A.R. policy.
(c) Professional indemnity policy:
This policy, which the Project Company shall have the option to obtain and
maintain if it considers it necessary taking into account the financial standing
of the Construction Contractor, covers any loss or damage due to negligence,
error, mistakes, faults and/or defaults or any other risks cover under P.I. policy
which occurred during the period of construction or erection.
This policy shall include sum insured equal to the said losses and/or damage.
(d) Decennial guarantee policy:
This policy, which the Project Company shall have the option to obtain and
maintain if it considers it necessary taking into account the financial standing
of the Construction Contractor, covers the liability of engineers and/or
contractors during ten years as from the date of final handover of the buildings
and structures in accordance with the provisions of Jordan civil law and to
cover also the collapse and/or cracks and/or any other perils covered under this
policy due to faulty designs, defective materialship and/or defective
workmanship or any other cause covered under this policy.
The sum insured should equal to the cost of re- building the buildings and
structures besides inflation rate plus T.P.L.
15.5 Insurances Requirements after Construction Stage
(a) Properties insurance:
Subject to all risks policy to cover buildings, structures, fittings, equipments,

machineries, appliances and/or other items.
This insurance to cover the said properties against:
(i) Fire and other allied perils plus gross profit due to fire and/or other
allied perils.
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(ii) To cover the physical loss or damage due to sudden and unforeseen
cause.
(iii) This policy shall include the machinery breakdown perils subject to
Munich-Re specimen or similar policy wording and also to cover gross
profit due to machinery breakdown.
Note: Coverage shall be not less than the probable maximum loss value of the
items covered. Indemnity period for debt service and fixed operation and
maintenance costs due to fire or due to machinery breakdown is not less than
one calendar year as from the date of occurrence of the original risk.
(b) Workmen's compensations policy for all workers and employees in

accordance with the provisions of Jordan labour law.
(c) Employer's liability towards temporary workers and other employees.
(d) Motor insurance policy (comprehensive cover) to include third party liability
plus the cars and all vehicles and spares and appliances.
(e) Public liability insurance policy to cover any legal liability (bodily injuries and
damages to property). Such policy should be sufficient to cover, at a
minimum, JD 1,000,000 for any one occurrence and in aggregate (JD 500,000
for bodily injuries and JD 500,000 for property damages.
15.6 NEPCO Insurance
Upon reasonable request by NEPCO through the provision of a Notice, the Project
Company shall cooperate with NEPCO's efforts to obtain insurance to cover certain
NEPCO payment obligations under this Agreement, including, subject to the Lenders'
consent, by executing documents and agreeing to be the insured party, provided that
in no event (i) shall the Project Company bear any cost or liability with respect to
such insurance, or (ii) shall the rights and obligations of the Project Company under
this Agreement, the PPA, the Connection Agreement, the LLA or the WSA be
affected in any way.
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ARTICLE 16
LIABILITY AND INDEMNIFICATION
16.1 Limitation of Liability
Without prejudice to Articles 5, 9 and 17, the provisions of the Guarantee and any
Project Agreement (other than this Agreement) to which the Parties are party, and
except as provided in this Article 16, neither Party shall be liable to the other Party in
contract, tort, warranty, strict liability or any other legal theory for any indirect,
consequential, incidental, punitive or exemplary damages or for loss of revenue or
loss of profits. In respect of a breach of the provisions of this Agreement, neither
Party shall have any liability to the other Party save as expressly stated in this
Agreement; provided, however, that this provision is not intended to constitute a
waiver of any rights of one Party against the other with regard to matters unrelated to
this Agreement or any activity contemplated by this Agreement.
16.2 Indemnification
(a) NEPCO
Subject to Article 16.5, NEPCO shall indemnify the Project Company and the Project
Company's officers, directors, shareholders and employees against, and hold the
Project Company and the Project Company's officers, directors, shareholders and
employees harmless from, at all times after the date hereof, any and all Losses, and
any and all actions, claims and demands in respect of such Losses, incurred, suffered,
sustained, or required to be paid, directly or indirectly, by, or sought to be imposed
upon, the Project Company or the Project Company's officers, directors, shareholders
or employees for personal injury or death to persons or damage to property arising out
of the negligent or intentional acts or omissions of NEPCO in connection with this
Agreement.
(b) The Project Company
Subject to Article 16.5, the Project Company shall indemnify NEPCO and NEPCO's
officers, directors, shareholders and employees against, and hold NEPCO and
NEPCO's officers, directors, shareholders and employees harmless from, at all times
after the date hereof, any and all Losses, and any and all actions, claims and demands
in respect of such Losses, incurred, suffered, sustained, or required to be paid, directly
or indirectly, by, or sought to be imposed upon, NEPCO or NEPCO's officers,
directors, shareholders or employees for personal injury or death to persons or
damage to property arising out of the negligent or intentional acts or omissions of the
Project Company in connection with this Agreement.
(c) Joint Negligence
Subject to Article 16.5, in the event that any Loss results from the joint or concurrent
negligent or intentional acts or omissions of the Parties, each Party shall be liable
under this indemnification in proportion to its relative degree of fault.
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16.3 Indemnification for Fines and Penalties
Any fines or other penalties incurred by the Project Company for non-compliance
with the applicable Laws of Jordan or the Government Authorisations shall not be
reimbursed by NEPCO but shall be the sole responsibility of the Project Company,
except to the extent that such non-compliance is caused by the negligence or
intentional acts or omissions of, or breach by, a Government Authority of any Project
Agreement to which it is a party.
16.4 Notice of Proceedings
Each Party shall promptly notify the other Party of any Loss, claim, action, demand or
proceeding in respect of which it is or may be entitled to indemnification under
Clause 16.2. Such Notice shall be given as soon as reasonably practicable after the
relevant Party becomes aware of the Loss, claim, action, demand or proceeding.
Failure to give such Notice in a timely fashion shall not affect the indemnified Party's
rights to indemnification except to the extent that the indemnifying Party is materially
prejudiced thereby.
16.5 Limitation on Indemnification
(a) Each Party shall be solely liable, and shall not be entitled to assert any claim
for indemnification under this Agreement for any Loss that would otherwise
be the subject of indemnification under this Agreement until all Losses of such
Party arising during the current Year exceed, the equivalent of two hundred
thousand Dollars (US$200,000) in the aggregate. For purposes of this Article
16.5, a Loss (or claim for indemnification) shall be deemed to arise in the Year
during which the event giving rise to the Loss (or claim for indemnification)
occurred or, in the case where the event is continuing in more than one Year,
in the Year during which the event ends, provided that a Party shall not be
obliged to refrain from making a claim under this Article 16.5 (where it is
otherwise entitled to do so) at the end of a given year ("Year End") by reason
of the fact that the event in question ("Relevant Event") is still continuing, and
provided further that in the event that such Party does make such a claim at the
Year End it shall continue to be able to claim in relation to all remaining
Losses arising from the Relevant Event regardless of when they occur.
(b) Neither Party shall be entitled to the indemnity under 16.2 if and to the extent
that a Party has received payment in respect of a Loss or proceeding under the
indemnities contained in the IA, the WSA, the LLA or any other document
comprising the Security Package in respect of the relevant act or omission.
16.6 Defence of Claims
(a) The indemnifying Party shall be entitled, at its option, to assume and control
the defence of such claim, action, suit or proceeding at its expense with
counsel of its selection, provided it gives prompt Notice of its intention to do
so to the indemnified Party and reimburses the indemnified Party for the
reasonable costs and expenses incurred by the indemnified Party prior to the
assumption by the indemnifying Party of such defence.
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(b) Unless and until the indemnifying Party acknowledges in writing its obligation
to indemnify the indemnified Party and assumes control of the defence of a
claim, suit, action or proceeding in accordance with Article 16.6 (a), the
indemnified Party shall have the right, but not the obligation, to contest,
defend and litigate, with counsel of its own selection, any claim, action, suit or
proceeding by any third party alleged or asserted against the indemnified Party
in respect of, resulting from, related to or arising out of any matter for which it
is entitled to be indemnified hereunder, and the reasonable costs thereof shall
be subject to the indemnification obligations of the indemnifying Party
hereunder.
(c) Upon assumption by the indemnifying Party of the control of the defence of a
claim, suit, action or proceeding, the indemnifying Party shall reimburse the
indemnified Party for the reasonable costs and expenses of the indemnified
Party in the defence of the claim, suit, action or proceeding prior to the
indemnifying Party's acknowledgement of the indemnification and assumption
of the defence.
(d) Following the acknowledgement of the indemnification and the assumption of

the defence by the indemnifying Party, the indemnified party shall have the
right to employ its own counsel and such counsel may participate in such
claim, suit, action or proceeding, but the fees and expenses of such counsel
shall be at the expense of such indemnified Party, when and as incurred,
unless (i) the employment of counsel by such indemnified Party has been
authorised in writing by the indemnifying Party, (ii) the indemnified Party
shall have reasonably concluded that there may be a conflict of interest
between the indemnifying Party and the indemnified Party in the conduct of
the defence of such action, (iii) the indemnifying Party shall not in fact have
employed independent counsel reasonably satisfactory to the indemnified
party to assume the defence of such action and shall have been so notified by
the indemnified Party, or (iv) the indemnified Party shall have reasonably
concluded and specifically notified the indemnifying Party either that there
may be specific defences available to it that are different from or additional to
those available to the indemnifying Party or that such claim, action, suit or
proceeding involves or could have a material adverse effect upon it beyond the
scope of this Agreement. If clauses (ii), (iii) or (iv) of the preceding sentence
shall be applicable, then counsel for the indemnified Party shall have the right
to direct the defence of such claim, action, suit or proceeding on behalf of the
indemnified Party and the reasonable fees and disbursements of such counsel
shall constitute legal or other expenses hereunder, subject to the
indemnification obligations of the indemnifying Party hereunder.
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ARTICLE 17
FORCE MAJEURE
17.1 Definition
For the purposes of this Agreement, a "Force Majeure" shall mean any event or
circumstance or combination of events or circumstances that is beyond the reasonable
control of a Party and that (a) materially and adversely affects the performance by that
Party of its obligations under or pursuant to this Agreement; provided, however, that
such material and adverse effect could not have been prevented, overcome, or
remedied by the affected Party through the exercise of diligence and reasonable care,
it being understood and agreed that reasonable care includes the expenditure of sums
of money to protect the Facility from a casualty event, which sums are reasonable in
light of the likelihood of such event, the probable effect of such event if it should
occur, and the likely efficacy of the protection measures, but provided, further, that
the exercise of diligence and reasonable care shall not include obtaining or
maintaining insurance policies beyond, or on terms and conditions beyond, the
requirements of Article 15. "Force Majeure" shall include the following events and
circumstances, but only to the extent that each satisfies the above requirements:
(a) events not resulting from natural causes that occur inside or directly involve
Jordan ("Local Political Force Majeure"), including, :
(i) any act of war (whether declared or undeclared), invasion, armed

conflict or act of foreign enemy, blockade, embargo, revolution, riot,
insurrection, civil commotion, act of terrorism, or sabotage;
(ii) strikes, go-slows or works to rule which are widespread or nationwide,

of a political nature unless affecting only or caused by the Project
Company or its Contractors (or their subcontractors of any tier) or their
employees;
(iii) any Change in Law;
(iv) radioactive contamination or ionising radiation originating from a

source inside Jordan to the extent it exceeds applicable standards;
(v) the occurrence of Local Political Force Majeure under any Project
Agreement;
(vi) significant archaeological discoveries, officially recognised by the GOJ

or where the official recognition has not been made within five (5)
Business Days from the receipt of a Notice by the Project Company, at
the Site, or
(vii) the unavailability of (i) Fuel supply, reserves or transportation (ii)

Water supply, (iii) the Site, or (iv) electric transmission or distribution
service sufficient to export the entire output of the Facility that, in each
case, result from a Force Majeure.
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(b) events not resulting from natural causes that occur outside Jordan and do not
directly involve Jordan ("Foreign Political Force Majeure") including:
(i) any act of war (whether declared or undeclared), invasion, armed

conflict or act of foreign enemy, blockade, embargo, revolution, riot,
insurrection, civil commotion, or act of terrorism;
(ii) radioactive contamination or ionising radiation originating from a

source outside Jordan to the extent it exceeds applicable standards;
(iii) strikes, go-slows or works to rule; or
(iv) the occurrence of a Foreign Political Force Majeure under any Project
Agreement.
(c) natural events ("Natural Force Majeure"), including to:
(i) lightning, fire, earthquake, flood, storm, cyclone, typhoon, tornado or

other natural calamity;
(ii) explosion or chemical contamination (other than resulting from an act

of war);
(iii) epidemic or plague; or
(iv) the occurrence of a Natural Force Majeure under any Project

Agreement.
(d) Force Majeure shall expressly not include the following conditions, except and
to the extent that they result from a Force Majeure:
(i) unavailability, late delivery or changes in cost of machinery,

equipment, materials, spare parts or consumables for the Project;
(ii) a delay in the performance of any Contractor or sub-contractor;
(iii) normal wear and tear or random flaws in materials and equipment or
breakdowns in equipment;
(iv) unavailability of (i) Fuel supply, reserves or transportation, (ii) Water

supply and (iii) electric transmission or distribution service sufficient
to export the entire output of the Facility.
(e) No event, whether or not it constitutes "Force Majeure," will excuse NEPCO
from the obligation to:
(i) make any payment due and payable under this Agreement when due,
provided that if the occurrence or effects of a Natural Force Majeure
affects the operation of all or a portion of the Facility, NEPCO shall
continue, during the continuance of such Natural Force Majeure or its
effects, to pay the Capacity Charge for each MW of Dependable
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Capacity, after deducting from the Capacity Charge an amount

determined by multiplying the Capacity Charge by a fraction, the
numerator of which is the capacity that is unavailable due to the
Natural Force Majeure, and the denominator of which is the
Dependable Capacity. NEPCO shall not be excused from paying the
full Capacity Charge for the Dependable Capacity during the
occurrence or effects of a Local Political Force Majeure or a Foreign
Political Force Majeure;
(ii) fulfill payment obligations under this Agreement, including payment

of the full Capacity Charge for the Dependable Capacity, in the event
the Dependable Capacity and associated energy is unavailable, in
whole or in part, due to the unavailability of (a) Fuel supply, reserves
or transportation, (b) Water supply (other than as a result of a breach of
the WSA by the Project Company), (c) the Site or (d) the Electrical
Interconnection Facilities or electric transmission or distribution
service sufficient to export the entire output of the Facility.
(f) In the event that the Facility and associated energy is unavailable, in whole or
in part, due to the unavailability of (a) Fuel supply, reserves or transportation,
(b) Water supply (other than as a result of a breach of the WSA by the Project
Company), (c) the Site or (d) the Electrical Interconnection Facilities or
electric transmission or distribution service sufficient to export the entire
output of the Facility, the Facility, to the extent it is unavailable for any of the
foregoing reasons, shall be deemed available and providing the Dependable
Capacity for the purposes of calculating liquidated damages under Article 9.
17.2 Notification Obligations
(a) The Party affected by a Force Majeure shall give Notice to the other Party of
any event constituting a Force Majeure as soon as reasonably practicable. Any
Notice shall include full particulars of the event constituting a Force Majeure,
of its effects on the Party claiming relief and the remedial measures proposed,
including estimated cost of time to restore the Project, if appropriate. The
Party affected by a Force Majeure shall coordinate with the other Party and
give the other Party regular reports on the progress of those remedial measures
and such other information as the other Party may reasonably request.
(b) The Party affected by a Force Majeure shall give Notice to the other Party of
(i) the cessation of the relevant event constituting a Force Majeure, and (ii) the
cessation of the effects of such event constituting a Force Majeure on the
enjoyment by such Party of its rights or the performance by it of its obligations
under this Agreement, as soon as reasonably practicable after becoming aware
of each of (i) and (ii) above.
17.3 Duty to Mitigate
The affected Party shall be responsible to use all reasonable efforts to mitigate the
effects of a Force Majeure.
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17.4 Term Extension
(a) If, during any period, the Dependable Capacity is not available due to the
occurrence or effects of a Natural Force Majeure and this Agreement is not
terminated earlier than the original Term, the Term shall be extended by a
number of Days calculated as follows:
Ex = Y x (2 - N/25)
Where
- Ex is the number of Days by which the Term shall be extended;
- Y is number of Days during which the Dependable Capacity is not available

due to the occurrence or effects of a Natural Force Majeure; and
- N is the Contract Year during which the relevant Force Majeure occurs.
(b) If, during any period, the Dependable Capacity is not available due to the
occurrence or effects of a Local Political Force Majeure or a Foreign Political
Force Majeure and this Agreement is not terminated earlier than the original
Term, the Term shall be extended by a number of Days calculated as follows,
provided that, during the period by which the Term shall be so extended,
NEPCO shall only pay the Energy Charge, the Supplemental Charges, if any,
and the Fixed Operation and Maintenance Charge component of the Capacity
Charge:
Ex = Y x (2 - N/25)
Where
- Ex is the number of Days by which the Term shall be extended;
- Y is number of Days during which the Dependable Capacity is not available

due to the occurrence or effects of a Local Political Force Majeure or a
Foreign Political Force Majeure; and;
- N is the Contract Year during which the relevant Force Majeure occurs.
17.5 Delay Caused by Force Majeure
Except as otherwise set forth below, neither Party shall be responsible or liable for or
deemed in breach hereof because of any failure or delay in complying with its
obligations (other than an obligation to make a payment) under or pursuant to this
Agreement due to one or more events of Force Majeure or its or their effects or by
any combination thereof, and the periods allowed or dates required (including the
Required Commercial Operation Date) for the performance by Parties of such
obligation(s) shall be extended on a day-for-day basis; provided that no relief shall be
granted to the Party claiming Force Majeure pursuant to this Article 17 to the extent
that such failure or delay would have nevertheless been experienced by that Party had
such Force Majeure not occurred. Save as provided in Article 17.5, other than for
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breaches of this Agreement by the Party not claiming Force Majeure, and without
prejudice to the rights of the Party claiming Force Majeure to indemnification
pursuant to Article 16 or to the express entitlement of such Party to compensation
pursuant to Article 17 of the Implementation Agreement, the Party not claiming Force
Majeure shall not bear any liability for any loss or expense suffered by the Party
claiming Force Majeure as a result of a Force Majeure.
17.6 Change in Law Affecting Financial Return
(a) Without prejudice to the provisions of this Agreement (including this Article
17), in the event of a Change in Law (including Withdrawal of Government
Authorization) from which the Project Company is not excepted, and which
materially and adversely reduces the expected financial return of the Project
Company, NEPCO shall pay a Supplemental Charge under this Agreement in
such amount as is necessary to compensate the Project Company for, and
make the Project Company whole with respect to any loss suffered as a result
of, such material and adverse impact; provided however, that this adjustment
shall be subject to the limit set forth in 17.6 (c).
(b) In the event of a Change in Law that directly and materially increases the
financial return of the Project Company, except for any changes in tax laws of
the types described in Clause 13.1 of the Implementation Agreement, the
Project Company shall adjust the Capacity Charge under this Agreement in
such amount as is necessary to return the benefit of such increase to NEPCO;
provided however, that this adjustment shall be subject to the limit set forth in
17.6 (d).
(c) In the event of a Change in Law as set forth in 17.5(a) the Project Company
shall assume the cost of the Change in Law up to a cumulative total of US
$200,000 per year. In the event, the Change in Law exceeds US $200,000 in
cost to the Project Company then NEPCO shall pay to the Project Company
the Supplemental Charge as set forth in 17.6 (a) for the amount that exceeds
US$200,000.
(d) In the event of a Change in Law as set forth in 17.6(b) the Project Company
shall assume the benefit of the Change in Law up to a cumulative total of US
$200,000 per year. In the event, the Change in Law exceeds US $200,000 in
benefit to the Project Company then the Project Company shall credit to
NEPCO as set forth in 17.6(b) the amount that exceeds US$200,000.
(e) At the Financial Close, the Project Company and NEPCO shall designate an
accounting firm of international reputation and qualification to hold in escrow,
the Project Company's financial model submitted to its Lenders at that time.
In the event of a Change in Law as set forth in 17.6(a) or 17.6(b), the
designated accounting firm shall determine the precise amount of the revised
Capacity Charge under this Agreement in coordination with the Project
Company and communicate the results to NEPCO and the Project Company,
provided that in no event shall NEPCO, MEMR or any other Government
Authority be entitled to have access to the financial model. The agreement
with the accounting firm shall specify that the accounting firm include in its
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report a reference to the items from the financial model that were relevant to
its determination.
17.7 Restoration
To the extent a Force Majeure results in damage to the Facility, the decision to restore
the Facility and the assignment of the costs for such restoration shall be made in
accordance with Article 17 of the Implementation Agreement.
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ARTICLE 18
CHOICE OF LAW AND RESOLUTION OF DISPUTES
18.1 Governing Law
This Agreement and the rights and obligations hereunder shall be interpreted,
construed and governed by the Laws of Jordan (without regard to conflicts of law
rules).
18.2 Initiation of Dispute Resolution
(a) In the event that a Dispute arises, the Parties shall attempt in good faith to
settle such Dispute by mutual discussions within thirty (30) Days after the date
that the disputing Party gives Notice of the Dispute to the other Party which
may include referring the Dispute to the Joint Coordinating Committee for a
specified time period, subject to mutual agreement of the Parties
(b) In the event that the Dispute is not resolved in accordance with Clause 18.2
(a), either Party may refer the Dispute to the chief executive officer or chief
operating officer of the Project Company and NEPCO for further
consideration. In the event that such individuals are unable to reach
agreement within fifteen (15) Days, or such longer period as they may agree,
then either Party may commence arbitration of the Dispute in accordance with
Clause 18.3.
18.3 Arbitration
(a) Any Dispute arising out of or in connection with this Agreement and not
resolved following the procedures described in Article 18.2 shall be finally
settled by arbitration under the ICC Rules by three (3) arbitrators appointed in
accordance with the ICC Rules.
(b) Any arbitration shall be conducted in English, and unless otherwise agreed by
the Parties, the number of arbitrators shall be three (3).
(c) Until termination of the Lenders' Direct Agreements, the place of arbitration
shall be Cairo, Egypt. Thereafter, the place of arbitration shall be Amman,
Jordan.
(d) No arbitrator appointed pursuant to this Article 18 shall be a national of the

jurisdiction of either Party or a national of the jurisdiction of any shareholder
or group of shareholders owning ten (10) percent or more of the share capital
of either Party, nor shall any arbitrator be an employee or agent or former
employee or agent of any such person.
(e) The arbitration tribunal may consolidate an arbitration arising out of or

relating to this Agreement with any arbitration arising out of or relating to any
of the Connection Agreement, the IA, the Guarantee, the WSA and the LLA if
the subject matter of the Disputes arises out of relates to essentially the same
facts or transactions. Such consolidated arbitration shall be determined by the
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arbitration tribunal appointed for the arbitration proceeding that was

commenced first in time.
18.4 Commercial Acts; Sovereign Immunity
NEPCO unconditionally and irrevocably agrees that the execution, delivery and
performance by it of this Agreement constitute private and commercial acts. In
furtherance of the foregoing, NEPCO hereby irrevocably and unconditionally agrees
that: (i) should any proceedings be brought against NEPCO or its assets, (other than
the Grid System, its electric generation assets and equipment, electric distribution
assets, and assets protected by the diplomatic and consular privileges legislation
analogous to the 1978 Immunity Act of the United Kingdom or the 1976 Sovereign
Immunities Act of the United States (collectively, the "Protected Assets")) in any
jurisdiction in connection with this Agreement or any of the transactions
contemplated by this Agreement, no claim of immunity from such proceedings will be
claimed by or on behalf of NEPCO on behalf of itself or any of its assets (other than
the Protected Assets), (ii) it waives any right of immunity which it or any of its assets
(other than the Protected Assets) now has or may in the future have in any jurisdiction
in connection with any such proceedings; and (iii) it consents generally in respect of
the enforcement of any judgment against it in any such proceedings in any jurisdiction
to the giving of any relief or the issue of any process in connection with such
proceedings (including the making, enforcement or execution against or in respect of
any of its assets whatsoever (other than the Protected Assets) regardless of the use or
intended use of the assets.
18.5 Consent to Jurisdiction
Each Party hereby consents to the jurisdiction of the courts of the city of Amman,
Jordan for any action filed by the other Party to enforce a judgment entered for the
purpose of recognising any award or decision of any arbitrator(s) or expert(s) who
were duly appointed under this Agreement to resolve any Dispute between the Parties.
With respect to any such proceedings for the enforcement of any such award against
the assets of a Party:
(a) NEPCO appoints the Managing Director of NEPCO, whose address is

presently Zarhan Street, 7th Circle, Amman, Jordan, to receive for and on its
behalf service of process in such jurisdiction in any such enforcement
proceeding; and
(b) The Project Company appoints its Executive Plant Manager, whose address is
presently at 20th Floor, Al Burj Building, Jabal Amman, 3rd Circle, Amman,
Jordan, to receive for and on its behalf service of process in such jurisdiction
in any such enforcement proceeding.
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ARTICLE 19
NO LIABILITY FOR REVIEW
No review, non-objection or approval by NEPCO of any agreement, document, instrument,

drawing, specifications or design proposed by the Project Company shall relieve the Project
Company from any liability that it would otherwise have had for its negligence or wilful
misconduct (i) in the preparation of such agreement, document, instrument, drawing,
specification or design or (ii) the failure to comply with the applicable Laws of Jordan with
respect thereto.
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ARTICLE 20
NOTICES
Except as otherwise expressly provided in this Agreement, all notices, communications, or

other documents (together "Notices") to be given or made by one Party to the other Party
pursuant to this Agreement shall be in English and in writing, shall be addressed for the
attention of the person indicated below, and shall be delivered by hand or sent by reputable
international express courier by facsimile, or registered mail. Any Notice given by facsimile
shall be confirmed by sending a copy of the same by personal delivery or by registered mail,
but the failure to so confirm shall not void or invalidate the original Notice if it is in fact
received by the Party to which it is addressed. The addresses for service of the Parties and
their respective facsimile numbers are:
(a) For NEPCO:
Attention: Managing Director
Address: Zahran Street, 7th Circle, Amman, Jordan
Facsimile: +962 6 5865179
(b) For the Project Company:
Attention: Executive Plant Manager
Address: 20th Floor, Al Burj Building, Jabal Amman, 3rd Circle, P.O.
Box 3099, Amman 11181, Jordan
Telphone: +962 6 465 1626
Facsimile: +962 6 465 1579
or such other addresses and facsimile numbers as either Party may have notified to the other
Party in accordance with this Article 20.
All Notices shall be deemed delivered (a) when presented personally, (b) when transmitted by
facsimile to the receiving Party's facsimile number specified above, (c) one (1) Day after
being delivered to a courier for express delivery, addressed to the receiving Party, at the
address indicated above (or such other address as such Party may have specified by written
Notice), or (d) five (5) Days after being sent by registered mail addressed to the receiving
Party, at the address indicated above (or such other address as the receiving Party may have
specified by written Notice). Any notice given by facsimile shall be confirmed in writing
delivered personally or sent by registered mail, but the failure to so confirm shall not void or
invalidate the original Notice if it is in fact received by the Party to which it is addressed.
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ARTICLE 21
MISCELLANEOUS PROVISIONS
21.1 Amendment
This Agreement cannot be amended except by prior written agreement between the
Parties.
21.2 Headings
The headings contained in this Agreement are used solely for convenience and do not
constitute a part of this Agreement nor shall such headings be used in any manner to
aid in the construction of this Agreement.
21.3 Third Parties
This Agreement is intended solely for the benefit of the Parties hereto. Nothing in
this Agreement shall be construed to create any duty or any liability to or any right of
suit or action whatsoever, to any person not a Party to this Agreement.
21.4 No Implied Waiver
The failure or delay of either Party to enforce at any time any of the provisions of this
Agreement, or to require at any time performance by the other Party of any provision
hereof, shall neither be construed to be a waiver of such provisions nor affect the
validity of this Agreement or any part hereof or the right of such Party thereafter to
enforce each and every such provision.
21.5 Relationship of the Parties
This Agreement shall not be interpreted or construed to create an association, joint

venture, partnership or agency between the Parties or to impose any partnership
obligation or liability upon either Party. Neither Party shall have any right, power or
authority to enter into any agreement or undertaking for, or act on behalf of, or to act
as or be an agent or representative of, or to otherwise bind, the other Party. Nothing
in this Agreement shall be construed as creating any relationship between the Parties
other than that of independent sale and purchase of capacity and electricity generated
at the Facility. Except as otherwise set forth herein, the Parties do not intend to create
any rights, or grant any remedies to, any third party beneficiary of this Agreement.
Therefore, the Project Company shall be solely responsible for the payment of
salaries, wages and mandatory and fringe benefits of its employees, which will not
have any labour relationship with NEPCO.
21.6 Rights of Inspection
The Project Company shall promptly furnish to NEPCO such information as NEPCO
may from time to time reasonably request. Subject to Article 7.5, the Project
Company shall permit representatives of NEPCO on reasonable notice and during
reasonable hours to visit the Facility.
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21.7 Periodic Reports
(a) Each Party shall, as soon as available but in any event within one hundred
twenty (120) Days after the end of each fiscal year, furnish to the other Party:
(a) two (2) copies of its complete financial statement for such fiscal year
(which are in agreement with its books of accounts and are prepared in
accordance with accounting principles which are generally accepted in Jordan
and consistently applied), together with an audited report thereon; (b) a copy
of any management letter or other communication sent by the auditors to the
Party or to its management in relation to the Party's financial, accounting and
other systems, management and accounts; and (c) a report by the auditors
certifying that, based on its financial statements, the Party was in compliance
with its financial obligations as of the end of the relevant fiscal year or, as the
case may be, detailing any non-compliance. In addition, each Party shall
authorise its auditors (whose fees and expenses shall be for the account of the
Party) to communicate directly with the other Party at any time regarding the
Party's accounts and operations and shall furnish to the other Party a copy of
such Authorisation.
(b) Each Party shall, as soon as available but in any event within sixty (60) Days
after the end of each six (6) Month period of each fiscal year, furnish to the
other Party: (i) two (2) copies of balance sheets of such Party, as of the close
of that period, and statements of sources and uses of income and retained
earnings and changes in the Party's capital accounts and financial position, for
the period and for the portion of the fiscal year ending with that period, in each
case setting forth in comparative form the figures for the corresponding period
for the preceding fiscal year, all in reasonable detail and in accordance with
the generally accepted accounting principles in Jordan consistently applied
and certified as complete and correct, subject to changes resulting from year-
end adjustments, by the chief accounting officer of the Party; and (ii) a report
on any factors materially and adversely affecting or that might materially and
adversely affect the Project or the Party's business and operations or its
financial condition.
21.8 Survival
Articles 1, 2, 6.3, 6.4, 6.5, 16, 18, 20 and 21 shall survive the cancellation, expiration
or termination of this Agreement.
21.9 Language
The language of this Agreement shall be English. All documents, Notices, waivers
and all other communication written or otherwise between the Parties in connection
with this Agreement shall be in English.
21.10 Entirety
This Agreement and Schedules attached hereto and the Connection Agreement and
Annexes thereto, taken together, are intended by the Parties as the final expression of
their agreement and are intended also as a complete and exclusive statement of the
2S11-2
LONDON - 97396.22
terms of their agreement with respect to the subject matter of this Agreement and the
Connection Agreement. All prior written or oral understandings, offers or other
communications of every kind pertaining to the sale or purchase of capacity and
energy hereunder to NEPCO by the Project Company or to the Project Company by
NEPCO or pertaining to the connection of the Facility to the Grid System are hereby
abrogated and withdrawn.
21.11 Assignment
Without prejudice to Article 15.2 of the IA, this Agreement may not be assigned by
either Party other than by mutual agreement between the Parties in writing.
Notwithstanding the foregoing, for the purpose of financing the Facility, NEPCO
agrees that the Project Company may assign to the Lenders its rights and interest or
create security over its rights and interest under or pursuant to (i) this Agreement, (ii)
the Facility, (iii) the Site, (iv) the movable property and intellectual property of the
Project Company and (v) the revenues or any of the rights or assets of the Project
Company. The Parties acknowledge and agree that provisions, which shall be agreed
with the Lenders, will be included in the Lenders' Direct Agreement which will
provide, inter alia, for the Lenders' security interest, cure and step-in rights in and
under this Agreement.
21.12 Successors and Assigns
This Agreement shall be binding upon, and inure to the benefit of, the Parties hereto
and their respective legal successors and assigns permitted in accordance with Article
21.11 and Article 15 of the IA.
21.13 Confidentiality
Each of the Parties shall hold in confidence the agreements relating to the Project and
all documents and other information, whether technical or commercial, which is of a
confidential nature supplied to it by or on behalf of the other Party relating to the
design, construction, insurance, operation, maintenance, management and financing
of the Project and shall not publish, disclose or use the same for its own purposes
other than as may be required to perform its obligations under this Agreement or as
may be required by law.
21.14 Counterparts
This Agreement may be executed in more than one counterpart, each of which shall
be deemed to be an original and all of which when taken together shall be deemed to
constitute one and the same instrument.
21.15 Severability
If one or more provisions contained in this Agreement are held or found to be invalid,
illegal, or unenforceable in any respect, the provision(s) shall be given effect to the
extent permitted by law and the invalidity, illegality, or unenforceability of any
provisions shall not affect the validity of the remaining provisions of this Agreement.
3S11-3
LONDON - 97396.22
IN WITNESS WHEREOF, the Parties have executed and delivered this Agreement as of
the date first written above.
NATIONAL ELECTRIC POWER COMPANY
_________________________________________
Name:
Title:
Witnessed by:
_________________________________________
Name:
Title:
AES JORDAN PSC
_________________________________________
Name:
Title:
Witnessed by:
_________________________________________
Name:
Title:
4S11-4
LONDON - 97396.22
SCHEDULE 1
FUNCTIONAL SPECIFICATIONS
LONDON - lO35S4.03
TABLE OF CONTEJ'lTS
TABLE OF CONTENTS ................................................................................................................ 2

1 IN'TRODUCTION.............................................................................................................. 4
2 SITE REFERENCE CONDITIONS ................................................................................ 4
3 SCOPE ................................................................................................................................ 4
3.1 Scope of Works ................................................................................................................. .4
3.2 Scope of Supply ................................................................................................................. 5
4 TERMINAL POINTS ...................................................................................................... 12
4.1 Fuel Supplies.................................................................................................................... 12
4.2 Water ................................................................................................................................ 12
4.3 Waste Water and Sanitary ............................................................................................. 13
4.4 Electrical .......................................................................................................................... 13
5 DESIGN REQUIREMENTS .......................................................................................... 14
6 PERFORMANCE REQUIREMENTS .......................................................................... 15
6.1 Operating Regime ........................................................................................................... 15
6.2 Facility Start Up and Loadiug ....................................................................................... 15
6.3 Availability and Reliability ............................................................................................ 16
6.4 Operating and Control Requirements .......................................................................... 16
6.5 Startup Capability .......................................................................................................... 16
7 GENERAL REQUiREMENTS ...................................................................................... 16
7.1 Design Life ....................................................................................................................... 17
7.2 Staffing Levels ................................................................................................................. 17
7.3 Sparing Philosophy ........................................................................................................,17
7.4 Protection Against Adverse Ambient Conditions .......................................................,:.17
7.5 Finishing and Surface Preparation ................................................................................, 17
7.6 Thermal Insulation ......................................................................................................... 17
7.7 Hazardous Areas ............................................................................................................. 17
7.8 Units ofMeasurement. .................................................................................................... 17
8 STANDARDS AND STATUTORY REQUIREMENTS .............................................. l7
8.1 Standards ......................................................................................................................... 17
8.2 Electrical Interconnections ............................................................................................ 19
8.3 Fire Protection ................................................................................................................. 19
8.4 Health and Safety at Work ............................................................................................. \9
8.5 Hazardous Substances .................................................................................................... 19
8.6 Escape Routes ..................................................................................................................·19
8.7 Environmental Requirements ........................................................................................ 19
9 PARTICULAR TECHNICAL REQUIREMENTS ...................................................... 19·
9.1 Mechanical ....................................................................................................................... 19
9.2 Electrical and Instrumentation ...................................................................................... 21;
9.3 Civil .................................................................................................................................. 25
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LONOON. 103584,(13
10 ENVIRONMENTAL REQUIREMENTS ............................................................... 31
10.1 Exhaust Gas Emissions and Air Quality ....................................................................... 31
10.2 Efflueltt Discharges ........... ;" .............. ,....... ,., .... ,." .......................................................... 34
Parameter .............................................................................................................................. 35 .
10.3 Noise Emissions ................................................................................. ,....... ,.. ,., ............... ,1(')
11 QUALITY ASSURANCE, INSPECTION, COMMISSIONING, AND
TESTING .............................................................................................................................. 37
11.1 General ............................................................................................................................. 37
11.2 Scope of Test .................................................................................................................... 37
11.3 Test Reports ..................................................................................................................... 37
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LONDON - 103$34,0)
1 INTRODUCTION
This sp~cification describes the minimumfunctional requirements for the Facility with·
Contracted Phase t Capaciiy for first Contract Vear of i.41.27 MWand Contracted
FiteilityCapacity for Contract Year 2 through 25 of 369.67 MW that the Project
Company shall develop on a BOO basis. All the power generated by the Facility shall
be sold to NEPCO only (no sale to third parties). NEPCO shall purchase from the
Facility all of the net Dependable Capacity (DC).1ue Facility will use Natural Gas as
main Fuel and Distillate as backup Fuel.
The Facility shall be constructed of brand new materials only. It shall consist of two
(2) V94.2 combustion turbine generators , two (2) associated heat recovery steam
generators, one (I) non-reheat steam turbine having air cooled condenser, and all
necessary Balance of Plant (BOP) equipment and support systems.
2 SITE REFERENCE CONDITIONS
The Project Company will assume the following Site Reference Conditions for the
design and perfonnance guarantees of the Facility:
Table 1.1: Site Reference Conditions
Barometric Pressure 926 millibar
Ambient Drv Bulb Temperature- 36'C
Relative Humidity _ 55%
3 SCOPE
The Facility shall comprise of a complete dual fuel Combined Cycle Facility of 369.67
MW Contracted Facility Capacity with all support facilities required for commercial
operation mentioned here after.
3.1 Scope of Works
The scope of works provided by the Project Company for engineering, procurement,
and construction of the Facility shall include mainly, in all cases subject to the tenns
of this agreement, the lA, the LLA and the WSA:
• the overall management and control of the works
• control and supervision of the Contractors and sub-
contractors
• provision of all labor, supervision, management,
materials, equipment, on Site storage and material
handing and control of the complete works
• additional Site investigations and surveys
• obtaining Consents and Pennits
• study work
• engineering and design
• detailed engineering
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lON!)O~· 103584.03
------------ .....••••.......-
• procurement
• expediting
• inspection
• manufacture and fabrication
• painting
• packing, shipping, delivery to Site and insurance
• construction and erection
• protection and preservation
• commissioning and testing
• Performance Tests and Reliability Tests
• operation and maintenance of the Facility during the
Term of the Project
• other services as specified or necessary to complete
the Project
• temporary construction works and facilities
• provision of documentation
3.2 Scope of Supply
The Facility will comprise:
• two (2) V94.2 combustion turbine generators (CTG)
designed to operate on Natural Gas and light
Distillate Fuel, and their auxiliary and ancillary
equipment
• two (2) Heat Recovery Steam Generators (HRSG)
and auxiliaries
• exhaust and bypass stacks and silencers, blanking
plates and diverter dampers
• one (I) dearator for each HRSG
• Two (2) 100% capacity Boiler Feed Pumps for each
HRSG, complete with motors and accessories
• Two (2) 100% Condensate Extraction Pumps with
motors and accessories
• One (I) Air-Cooled Condenser
a, Air extraction equipment comprising two (2) 100%
steam jet air ejectors for holding operation and I no,
Hogging ejector for start-up purpose.
b, Equalizing line to condensate collection tank.
c, One (I) no. Condensate Collection Tank.
d. A spray water cleaning system for on-load cleaning of
the fin tubes.
e, Air moving system including fans, gearboxes,
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AEPP PPA March 2005

LoseON·103584.0)
couplings, two (2) speed motors.
f. Stt)el. support. structure including maintenance
platforms, access stairways, ladders, etc.
• One (1) single casing, condensing Stearn Turbine-
Generator unit at 3000 rpm, with axial exhaust with
all auxiliaries.
• one (1) black start diesel generator with auxiliaries
capable to start the plant from blackout condition
and meet the requirement of emergency house load.
• one (I) 100% HP stearn bypass station and one (I)
100% LP stearn bypass station
• One (I) Fuel Gas System comprising the following:
a. Slam Shut-off Valve
b. Two (2) 100% capacity Filter Separator Units
complete with drain pots and drain control valves.
c. Two (2) 100% Capacity water bath heaters
d. Two (2) 100% capacity fuel gas metering station
e. Three (3) 50% capacity Gas Pressure Reducing station
complete with control and reliefvalves.
f. One (I) drain tank and two (2) condensate pumps with
drives
g. One (I) Vent I flare system
• one (1) Fuel Oil System
a. Duplex strainers.
b. Six (6) distillate oil unloading pumps with drives.
c. Two (2) fuel oil storage tank
d. Two (2) 100% capacity distillate oil forwarding pumps
with drives
e. A set of interconnecting piping, valves and
instruments, with all necessary vents, drains, etc.
• One (1) Steam Cycle Closed Cooling Water system:
a. One (1) Air-cooled Cooling Water Heat Exchanger,
complete cells, finned !nbe bundles, air movement
systems with drives, deluging system with two (2)
100% capacity deluging pumps with drives, support
structure, etc.
b. Two (2) 100% capacity closed cooling water pumps
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AEPP PPA MaTch 2005

LONDON. lGJ584.0J
and drives.
c. One (I) cooling w~tl'l' make-up head tank:.
d. One (1) chemical pot feeder.
e. A set of intl'l'Cottnecting p'pmg, valves and
instruments, with all necessary vents, drains, etc.
• One (1) Water Treatment Plant comprising the RO
unit and Demineralized plant.
• Deminl'l'alized water distribution system
a. Two (2) condensate I d=ineralized water storage
tank:.
b. Four (4) 50% capacity demineralized water transfer
pumps and drives.
c. A set of interconnecting piping, valves and instruments
with all necessary vents, drains, etc.
• Compressed air system consisting of:
a. Two (2) 100% capacity air compressors with drives
and accessories.
b. Two (2) air receivers.
c. Two (2) 100% capacity type air dryers.
d. One (1) local compressor control panel with necessary
instruments, switches, lamps, alarms, etc.
e. A set of interconnecting piping, valves and instruments
with a11 necessary vents, drains etc.
• Raw water syst=
a. One (1) raw water storage tank complete with level
indicator and level transmitter.
b. Two (2) 100% capacity raw water transfer pumps with
drives.
c. One (l) service water tank:
d. Service water distribution system with piping, valves
and fittings along with necessary chlorination system.
e. A set of interconnecting piping, valves, hangers and
instruments with all necessary vents, drains, etc.
• One (l) chemical dosing system for dosing amine
and hydrazine into the feed heating cycle and one
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AEPPPPA March 2005

LONDON" 103584.03
(I) chemical dosing system for feeding phosphate
into the boiler drums
a. Four (4)bydrazine dosing pumps with drives forL!,
drum.
b. Two (2)al11iriedosing ~umps with drives.
c. Four (4) phosphate dosing pumps with drives for HP
drum
d. One (I) mixing tank for amine with motorized stirrer.
e. One (I) mixing tank for hydrazine with motorized
stirrer.
f. One (I) mixing tank for phosphate with motorized
stirrer.
g. A set of interconnecting piping, valves and instruments
• One (1) Blow-down system I steam drain system.
a. One (1) blow-down tank for each HRSG
b. One (I) condensate receiver tank with two (2) 100%
capacity condensate return pumps and drivers
c. A set of interconnecting piping, valves and instruments
• Electric overhead crane for turbine halls, BFP house
and diesel generator building
• Monorails and motorized hoists for equipment
handling.
• Complete fire protection system.
• Complete heating, ventilation and air conditioning
systems.
• All interconnected piping with valves, vents, drains,
hangers, supports, instruments, pipe racks and pipe
trenches required for making the power plant
complete in all respects. This shall have,
a. HP steam piping from the outlet of HP superheater to
various consumption points.
b. LP steam piping from the outlet of LP superheater to
variolls consumption points.
c. HP steam bypass piping to steam turbine exhaust duct.
d. LP steam bypass piping to steam turbine exhaust duct.
PageSI-8
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lONDON. 103584,03
e. Suction plpmg for all boiler feed pumps from the
dearator storage tank to the, pump suction.
t ])lsthllrgepiplngfor allhoiler [eedpumps from tlie
discharge nozzle to therespe¢tive ecoIioIitizersin the
BRISG.
g. Recirculation piping for all boiler feed pumps.
h. Condensate piping from the outlet of the condensate
collection tank to the inlet of the dearator.
i. Closed cooling water piping for the cooling water
system.
j. Fuel gas piping from the battery limit in the power
plant to the gas turbine inlet.
k. Instrument air piping to the individual consumption
points.
t. DM water supply piping from the DM water storage
tanks to various consumption points.
m. Raw water supply piping from the battery limit to
various consumption points.
n. Service water supply piping to various consumption
points.
• A complete turbine and boiler cycle water and
steam sampling, analysis and monitoring system.
• Service and potable water distribution to all the
plant buildings.
• Plumbing and drainage systems.
• Oil water separator,
• Nitrogen Cylinders and distribution system,
• Insulation for piping and equipment.
• Workshop equipment,
• Laboratory equipment,
• Isolated phase bus ducts
• Generator Circuit Breaker for each generator unit
• Unit Auxiliary Transformers
• Protective Relay Panel for all generator
transformers & unit auxiliary transformers,
• Power tariff metering systems for electrical energy
export/import
• 6600V Switchgears
• Auxiliary transformers (LV dry type)
Page SI-9
AEPP PPA March 2005

LONDON. 103"584.03
• 400V Power Control Centers
• 400V MCCsJDBs
• 220V DC equiptnent, battery, and UPS systems
• All H.V. & L.V. Power Cables and Control Cables
as required for the power plant.
• Cable Raceways for the power plant
• lighting and small power services for the power
plant
• Earthing and lightning protection
• Distributed Control System (DCS).
• All field instruments / devices, apart from the
integral instruments of the major equipment, shall
be as per the P & I diagrams.
• All instrument erection materials i.e. tubes, fitlings,
trays, conduits etc.
• All integrated control systems of the auxiliary
Systems.
• All local control panels, as per the system
requiremen t.
• Natural Gas backup (check) metering system with
turbine type gas meter
• On-line analyzer for Fuel Gas Calorific value
measurement.
• Steam and Water Analysis System for the power
plant.
• Continuous Emissions monitoring system for stack
flue gas.
• Telephone and Public Address (Loudspeaker)
System
• CCTV for security
• GPS Time Synchronization master Plant Clock
system to provide uniform system time for DCS,
GTG and STG control system.
• Marshalling Cabinet for the interfacing with
NEPCO's NCC equipment CRTU)
• Site cleaning
• Site preparation works
a. Temporary access road, fence, gate
b. Lay-down area
c. Soil investigation & topographical survey within
construction area
Page S)·1O
AfPP PPA March 2005

LONDON - 10J584.03
d. site office for Contractor
e. Site utilities for Contractor
• Site utilities
a. Drinking water during construction at site
b. Electrical power during construction at site
c. Sewage treatment system and telephone system etc.
which is temporarily required during construction at
site
• Site Survey and subsoil investigation
• Temporary works
• Excavations
• Foundations (including piling, if necessary)
• Transformer compounds
• Pipe-work foundations and supports
• Cable and pipe, trenches and tunnels
• Finishes and painting
• Vehicle access, roads, hard-standings and
pavements in plant boundary
• Drainage systems including waste treatment and
sewage treatment
• Fencing, gates, guardhouse & security systems
• Vehicle parking areas
• Gas Turbines Building
• Steam Turbine Building
• Control & Electrical Building
• Administration Building
• Black Start DG Building
• BFP House
• Chemical Dosing Building
• NG Receiving - Local Control Building
• Waste Water Treatment Plant - Local Control
Building
• Sanitary Facility wi Treatment Plant - Local
Control Building
• Waste Water Treatment Plant
• Water Treatment Plant
• Compressed Air Plant
• Complex Building
• Gatehouse
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AEPP PPA March 2005

LO."DO~· 103584.03
--~-~----------~ -- -~ ---
4 TERMINAL POINTS
The Project Company shall be responsible for making the connections required at all
terminal (interface) points. All the Tetminal points are mentioned on [Drawing No-
T05076-SYS.PPD-OOlj' which is attached in this Schedule.
4_1 Fuel Supplies
Fuel gas pipe line tie in point will be located in the NEPCO's metering area in the
western side ofth. plant. The typical point is shown as TPI on Drawing No-T05076-
SYS-PPD-OOJ. 2
Distillate fuel will be supplied by or on behalf of NEPCO by trucks.
4.2 Water
The 1>rical water tie in point is shown as TP2 on Drawing No-T05076-SYS-PPD-
00 I]. The drinking water quality to be provided by WAJ as per the WSA shall
comply with the following specification provided below in table.
Table 2.1
Water Characteristic Data (Table 1 of 2)
Drinking Water Specification
Parameter Allowed limit mg/L Max Limit' mglL

pH (6.5 - 8.5 ) -
TDS 500 1500
TH" 300 500
LAS .... (MBAS)*d* 0.2 0.5
NH. 0.5 0.5
AI 0.1 0.2
Mn 0.1 0.2
Fe 0.3 \.0
Cu 1.0 J.5
Zn 3 5
Na 200 400
CI 200 500
SO, 200 500
• In Case of not available water sources with better quality,
..."'.*.
•• TH - total hardness
LAS - linear alkylbenzene sulfonates
MBAS - methylene blue-active substances
Table 2.2
Water Characteristic Data. (TabJe 2 of2)
Non-Organic Chemicals Affecting General Health
I To be pan of this Schedule as per the latest version of the Plot Plan before the Continutation Start Date
1 To be part of this Schedule as per the latest version of the Plot Plan before the Continutation Start Date
3 To be part of this Schedule as per the latest version of the Plot Plan before the Continutation Start Date
Page SI-12
AEPP PPA March 2005

LONDON - I035Mm
Parameter Allowed limit m2iL
As 0.01
Pb 0.01
CN 0,07
Cd 0.003
Cr 0,05
Ba 1.5
Se 0,05
B 2
Hg 0.002
Ag 0.1
Ni 0.Q7
Sb 0.005
F 2
NOZ 2
N03 '50
·It is allowed with max. limit 70 mgIL in case of not available

water sources with better Quality.
4.3 Waste Water and Sanitary

Oily water, chemical drains and sanitary waste will be treated to Jordanian Standard
and World Bank guidelines as mentioned in table 5.2 and 6.1 of this Schedule before
discharge. There will be evaporation pond to store treated waste water and Project
Company may use this water for internal irrigation of plantation within the Facility. In
case water has to be discharged the typical point is shown as [TP4 on Drawing No-
T05076-SYS-PPD-OOl1 4
4.4 Electrical
4.4.1 400KV Power
The terminal point will be at the high voltage bushings of the main power
transformers. Conductors for the lines interconnecting the transfonners, the takeoff
structures and the circuit breakers and the disconnect switches in the substation will be
provided by NEPCO. The Project Company wiII be responsible for providing
necessary clamps, the size of which shall be coordinated with NEPCO.
~ To be part of this Schedule as per the latest version of the Plot Plan before the Continutation Start Date
Page SI-13
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LONDON· 103584.03
4.4.2 Control cable
The interface for protection relay panel, electrical safety interlock signal, CTs and VTs
between Power Plant and 400KV substation will be through a Interface panel.
The Interface panel will be. supplied by the Project Company and will be installed at
NEPCO's Substation. Cabling between the interfaee panel and 400KV substation shall
be provided and installed by NEPCO. All associated civil works within NEPCO
substation shall be done by NEPCO. Cables between power plant and interface panel
will be provided by the Project Company,
4.4.3 Cable route design, cable raceway and Duct Bank
Cable route design, cable raceway and Duct Bank for the above electrical protection
signal, CTs and VTs between power plant and 400 KV switchyard control building
will be supplied within power plant boundary fence. The typical point is shown as
(TP6 On Dwg, no. TOS076-SYS-PPD-OOLj' All civil work within NEPCO substation
area shall be done by NEPCO,
4.4.4 Power Tariff Metering
Power tariff metering between power plant and 400KV substation will be for net
power output/input located on high voltage bushings ofthe generator transformers.
These meters will be connected to metering current transformers (CTs) located in the
400 kV bushing of the generator transformer and these meters will be connected to
metering voltage transformers (VTs) located in the 400kV bus bar of 400KV
substation supplied by NEPCO.
4.4.5 Instrumentation and Control, Communication
The interface for the Communication, control, monitoring, and voice channels between
power plant and NEPCO's NCC equipment (RTU) shall be through a marshalling
cabinet. The marshalling cabinet shall be supplied by the Project Company and
installed at NEPCO's Substation. All the necessary cabling between the Project
Company equipment and the Project Company's marshalling cabinet shall be provided
by Project Company. All civil work within NEPCO substation area shall be done by
NEPCO.
The scope of control required for National Control Centre will include active MW
control and Reactive MVAR load control of the combined cycle train, and each
combustion turbine generator unit when operating in open cycle including AGC.
NEPCO will provide and install NEPCO's NCC equipment (RTU) at NEPCO
Substation Control building. The necessary cabling between the Project Company
marshalling cabinet and the NEPCO's NCC equipment will be provided and installed
byNEPCO.
5 DESIGN REQmREMENTS
The Facility shall be of proven design, built to appropriate internationally recognized
standards. The design criteria should be based on 30 years design life,
5 To be part of this Schedule as per the latest version of the Plot Plan before the Conti nutation Start Date
Page SI·14
AEPP PPA March 2005

LONDON. 103584.03
The Facility shall be expected to operate over the following range of anticipated
ambient conditions.
Ambient Ternperature:
a. Maximum : 43.5 Deg C
b. Design base for performance guarantee : 36 Deg C
c. Minimum : -4.8 Deg C
Ambient Humidity:
d. Maximum : 77%
e. Design base for performance guarantee : 55%
f. Minimum : 44.1 %
Barometric pressure : 0.926bar (a)
Seismic Zone (As per UBC, 1997) : 2B
6 PERFORMANCE REQUIREMENTS
6.1 Operating Regime
The Facility shall be designed primarily for base load operation but it must also be
capable of cyclic duty (two shifting), if required. The Facility will be required to
operate at high net capacity factors (plant factors).The Facility will normally operate
as a combined cycle plant. Bypass stacks and associated exhaust gas dampers (and/or
blanking plates) should be provided to allow the combustion turbine generator(s) to
revert to simple (open) cycle operation, in the event of an unforeseen prolonged outage
of the HRSG(s) or the steam turbine. There is no requirement to be able to isolate the
HRSG(s) and operate in open cycle on line without a plant shut-down and a cooling
down period.
The Facility should be able to operate in a Combined Cycle as long as at least one of
the combustion turbines and its' associated HRSG are functional. There is no
requirement for the Facility to operate above the manufacturer's declared base load
maximum continuous rating (MCR) at given ambient conditions and the physical
condition of the Facility.
The Facility should be capable of automatic operation and control at loads between
100% and 25% of Dependable Capacity.
6.2 Facility Start Up and Loading
Normally, the Facility will be started using electrical energy provided through
NEPCO's 400 kV substation. However, a "black start" capability is required. In order
to meet the NEPCO dispatch requirements, the Facility shall be designed to meet or
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LONDON. 103584.03
exceed the minimum start up and loading rates as proposed by the Project Company
and included in the schedule 2 of the PPA.
6.3 Availability and Reliability
The Facility shan be designed to achieve the levels of availability and reliability
normally expected for similar modern Combined Cycle plants. It is expected that the
Facility will operate as a base load plant based on economic dispatch, with an average
lifetime Equivalent Availability Factor of no less than 90%.
6.4 Operating and Control Requirements
The control and supervision of the Facility shall be carried out from a Central Control
Room (CCR), from where the generators will normally be started, auto-synchronized,
and loaded. Provision shall be made to allow the Facility output to be controlled
remotely by NEPCO through the AGC program installed at NEPCO's National
Control Center.
The Facility shall be designed to ensure that automatic hot, warm and cold starts, as
well as shut downs, are achieved on a reliable basis throughout its design life. The
Facility shall also meet the following steady state and transient operating conditions:
a. Operate under automatic control for sustained periods at all loads above
minimum controllable, for the given ambient temperature range.
b. Provide the necessary equipment to ensure safe shut down of the Facility.
c. Automatic controls sball account for HRSG and turbine operating conditions
(hot, warm or cold), in setting the ramp rates for start up and loading.
d. All turbine generators are required to sustain full load rejection without
tripping. The turbine generators are further required to remain operating at
synchronous idle condition for sustained periods following load rejection and
supporting their own auxiliaries witbout dependence on station supplies.
e. Each turbine generator shall be provided with a flexible governing system
whose characteristics can be readily adjusted, as well as any changes in the
operating regime that may arise during the life oflhe Facility.
f. The combined cycle block shall be provided with a comprehensive load
coordination function which shall include an adjustable constant MW output
demand control.
6.5 Startup Capability
The Facility shall be provided with a black start capability. Additionally, the Project
Company shall provide and install the necessary equipments to receive power from
NEPCO's 400 kV HV substation through generator step up transformer.
7 GENERAL REQUIREMENTS
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LONDON _ JQ3S84.03
7.1 Design Life
The Facility shall be designed for a life of 30. years, andthe Project Company shall be
ni5ponsible for owl1ing, operating a1ld maintaining the Facility. for 25. Contract Years
after the Phase 1 Commercial Operation Date and any extension period for the PPA in
accordance with this agreement, the lA, the LLA and the WSA.
7.2 Staffing Levels
The Facility shan be designed to require the minimum number of operating and
maintenance staff, consistent with high operational safety, reliability and economy.
7.3 Sparing Philosophy
The Facility shan be designed such that a failure within one turbine generator will not
result in the loss of generation from any other generating unit (except for a
proportionate drop in STG output due to the loss of one or more CTG or HRSG units).
Redundancy of design shan be such that the performance of primary and auxiliary
equipment shall be sufficient to meet the availability requirements of the Facility.
7.4 Protection Against Adverse Ambient Conditions
The Facility shan be designed to withstand extreme ambient conditions as described in
article 5 of this schedule, to which it may be exposed and to continue to function
normally, within appropriate range of dating factors to account for such ambient
conditions.
7,5 Finishing and Surface Preparation
Steel structures of the Facility shall be painted and surface protected snitably for local
conditions in accordance with the standards and practices of the Steel Structures
Painting Council.
7.6 Thermal Insulation
Insulation shall be provided where necessary for personnel protection, and to minimize
heat losses.
7.7 Hazardous Areas
Where possible, hazards should be reasonably avoided. Where appropriate, areas shall
be classified to the relevant sections of the (Institute of Petroleum) IP Codes, or other
recognized standards. Suitably certified equipment shall be used in the designated
hazardous areas.
7,8 Units of Measurement
The units of measurement used throughout the Project shan be expressed in the SI
system, except that pressure shall be expressed in kg/cm' and temperature shall be
expressed in degrees Celsius ©i.
8 STANDARDS AND STATUTORY REQUIREMENTS
8,1 Standards
All Facility components, systems, and equipment shall be designed, manufactured,
assembled and tested at manufacturer's works, installed and, after installation at the
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AEPP PPA. March 2005

l.ONDON - IOJSS4.03
Sile, shall be tested and commissioned, in accordance with applicable statutory
regulations, and to the standards listed in this specification;.
ACI American Concrete Institute
AlSC American Institute of Steel Construction
AISI American Iron and Steel Institute
ANSI American National Standards Institute
API American Petroleum Institute
ASHRAE American Society of Heating, Refrigeration & Air Conditioning
Engineers
ASME American Society of Mechanical Engineers
ASTM American Society for Testing and Materials
AWS American Welding Society
AWW AAmerican Water Works Association
BS British Standards Institution
DIN German Standardization Institute
HEI Heat Exchange Institute
HIS Hydraulic Institute Standard
IEC International Electro technical Commission
lEE Institute of Electrical Engineers
lEEE Institute of Elecmcal and Electronics Engineers
IP Institute of Petroleum
ISO International Standards Organization
JIS Japanese Industrial Standards
MSS Manufacturer's Standardization Society
NEMA National Electrical Manufacturers Association
NFPA National Fire Protection Association
SSPC Steel Structures Painting Council.
TEMA Tubular Exchanger Manufacturers Association
TRD Technical Rules for Steam Generators
VDI Association of German Engineers
VGB Society of large utility owners
PageSl-J8
AEPP PPA March 2005

LONDON. 103584,03
UBC Unifotm Building Codes
World Bank (Environmental Guidelines)
Unless otherwise agreed, the latest revision (at the time of one month before bid
submission date) of all relevant standards and their addenda shall apply.
S.2 Electrical Interconnections
All interfaces with the NEPCO grid shall comply with the requirements of NEPCO
and the System Grid Code as specified in Article 9.2 of this Schedule
S.3 Fire Protection
The fire detection and protection systems shall provide coverage of all the Facility and
shall comply with NFPA codes (or equivalent) in addition to all statutory and local
authority requirements.
8.4 Health and Safety at Work
The Facility shall be constructed, installed and commissioned and be operable and
maintainable in full compliance with relevant health and safety at-work orders, all
related acts, regulations, codes and statutory requirements. All warning and
instruction notices shall be in English and Arabic.
8.5 Hazardous Substances
The Project Company shall implement all requirements and Laws of Jordan
concerning the nature, handling and storage of all classified substances including fuels,
oils, gases and chemicals.
8.6 Escape Routes
Equipment location and arrangement shall ensure that not less than two escape routes
arc available for personnel in case of fire or other hazard during notmal operation and
maintenance procedures.
S.7 Environmental Requirements
All statutory environmental regulations shall be adhered to during the design,
construction and operating phases of the Project.
9 PARTICULAR TECHNICAL REQUIREMENTS
9.1 Mechanical
9.1.1 Combustion Turbine Generators
Each combustion turbine shall be of V94.2, heavy duty, single shaft, industrial type, of
proven design, directly coupled to a 50 Hz generator. Each combustion turbine shall
be provided with all associated ancillary and auxiliary equipment and systems
designed for the safe, efficient and reliable operation of these units in open and
combined cycle modes. The equipment shall comply with applicable NFPA and Noise
limits as specified in the World Bank Guidelines and Jordanian Environmental
standards.
9.1.2 Heat Recovery Steam Generators illRSGl
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LONDON.103SSH}3
All HRSGs shall be natural circulation horizontal units, in accordance with the
manufacturer's standard design. They shall include economizer, evaporator, and super
heater tube bank scction(s) with fumed tubing, as appropriate, to maximize heat
transfer. Pressure parts shan be designed, manufactured and tested in accordance with
"ASME Boiler and Pressure Vessel Code. Section 1. Power Boilers" or equivalent
standards. Each HRSG shall exhaust through a separate or a common multi-flue stack.
The stack height and the flue gas exit temperature shall be sufficient to ensure
adequate dispersion of the flue gases in accordance with the applicable environmental
standards and requirements.
9.1.3 Stearn Turbine
The steam turbine(s) shall be of proven design. directly coupled to a 50 Hz generator.
Design criteria shan be applied to ensure a long creep life. cyclic duty and fast start-
up. Last stage blade materials and exhaust steam wetness shan be selected to minimize
blade erosion. The ultimate and penultimate LP stages blade design shan have been
proven in service. The equipment shall comply with applicable NPPA and Noise limits
as specified in the World Bank Guidelines and Jordanian Environmental standards.
9.1.4 Peed water System
Feed water system shan be designed to provide sufficient and reliable feed water
supply to the HRSGs. It shall include necessary feed water heaters, deaerators.
feedwater pumps, control valves and auxiliaries. Number of feedwater pumps should
be sufficient to provide a 100% plant output with one pump out of services. Each feed
water pump shall be provided with intermediate takeoff to provide cooling water
supply for pressure reducing stations.
9.1.5 Steam Turbine Condensers
The Project Company shall provide air cooled condenser, the air-cooled condenser
shall be designed to support efficient and reliable operation of the FaCility at all
ambient conditions and Facility loads.
9.1.6 Cooling Water System
An auxiliary (closed circuit) cooling water system shall be provided for cooling
turbine auxiliaries and other plant auxiliaries as required.
9.1.7 Water Treatment Plant
A water treatment plant using drinking quality raw water supplied by WAJ as source
water shan be provided to meet the Facility demand for the steam cycle makeup,
potable water. if required. and all other Facility water requirements.
9.1.8 Wastewater Treatment Plant
The Project Company shall provide wastewater treatment for the Facility to ensure that
any water discharged from the Facility to valleys and streams meets the local and
World Bank environmental standards.
9.1.9 Natural Gas System
The Natural Gas supply system shall include backup (check) metering equipment and
all necessary. pressure reduction stations, gas heaters. gas filter-separators, isolation
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AEPP Pi"'A March 2005

LOi'iOON - 1035$4.03
and control valves, safety valves, and other equipment required for reliable supply of
Natural Gas of required quality to the gas turbines.
9.1.10 Backup Fuel System
Distillate Fuel will be used as a backup Fuel for the Facility. The Project Company
shall provide the backup fuel system including heaters, pumps, storage tanks, and
other facilities required to receive, meter, store, treat, and supply within the Facility
the Fuel required to support 14 Days of operation of the Facility at full load. The
Facility to be constructed and operated by the Project Company shall include Fuel
handling and storage infrastructures. The design of the truck Fuel transfer point will be
coordinated with NEPCO.
9.2 Electrical and Instrumentation
9.2.1 Frequency Limits
The Facility shall be capable of operating under varying frequency condition in
accordance with System Grid Code Article CC4.1.
Table 3.1: Frequency Limits
Under Normal Operation 49.95 Hz to 50.05 Hz
Under System Stress condition 48.75 Hz to 51.25 Hz
Trip condition Frequency greater than or equal
to 51.5 Hz and Jess than or equal to 47,5 Hz
9.2.2 Voltage Limits

Facility and system voltages shall be selected from IEC 38 and conform with the
existing voltages currently used by NEPCO, and shall be capable of operating over the
ranges as specified in System Grid Code Article CC4.2
Table 3.2: Voltage Variations
Under Nonnal Operation 400 KV voltage can vary
380 KY (·5%) to 420 KY (+5%)
Under System Stress condition Voltage can expected to
deviate outside the above limit by a further f-/~ 5%
9.2.3 Generators
Each generator shall comply with lEC 34 (1994) and shall be rated to match the
turbine output over the full range of ambient temperatures specified. Generator and
exciter windings shall possess insulation that is non.hydroscopic and of Class F type
complying with lEC 85, but having a temperature rise not exceeding that of Class B
under any operating condition within the specified output.
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L.ONDON·1<)35&4.0)
Quality of the management of the generator and accessories shall be in accordance
with the requirements of ISO 9001, EN 29001 or BS 5750 Part I or other similar
equivalent International quality standards.
Anti-condensation heaters shall be provided for the air circuits, generator windings,
excitation system and cOiltrolcubicles. Heaters shall be capable of maintaining the air
temperature above that of dew point to prevent condensation. These heaters shall
automatically switch on when the generator is taken out of service.
Temperature detectors shall be provided to monitor the maximum operating
temperature of the machine.
The generators shall be capable of supplying their rated power within the frequency
limits specified in System Grid Code Article CC4.land Voltage range specified in
System Grid Code Article CC4.2, within the power factor range 0.85 lagging and 0.95
leading. Generators shall have a minimum short circuit ratio of not less than 0.58.
9.2.4 Excitation System
A continuous fast acting automatic excitation control system of a well proven design
shall be provided to control the generator voltage without hunting/instability over the
entire operating range of the generator.
The excitation system shall be provided with a fast-acting MV Ar limiter so as to
prevent the generator output falling below its safe limit. A power system stabilizer
shall be incorporated in the excitation system of each generator. The A VR shall also
be provided with but not be limited to Quadrature Droop Compensation, and Cross
Current Compounding. Protection features as part of the system shall include over-
voltage, over-current, VT fuse failure, diode failure, over fluxing, and AVR power
supply failure. A field shorting or discharge switch feature shall also be included in the
system as protection against overstressing the generator insulation in the event of a
fault.
Manual excitation control facilities shaH be provided as a back-up to the automatic
control, and shall have an adequate range to allow for control of excitation for testing
purposes. A true null balance shall be provided to allow for smooth excitation transfer
between manual and automatic control.
9.2.5 Power and Auxiliary Transformers
Two (2) GTG transformers and one(1) STG transformer and two(2) Unit aux.
transformers will be provided including all protection, bus bars and disconnect
switches as required, and transformer for all auxiliaries.
9.2.6 Control and Supervision
Supervision/control, monitoring and information systems shall comply with the
System Grid Code.
Automatic and manual synchronizing facilities, with such check facilities as applicable
shall be provided for all circuits associated with generators.
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LONDON • lI)J~S4,03
The Facility shall be provided with a central on-Site control room (CCR) so that
operators can control the generators and perform switching and load dispatch duties.
A Distributed Control System (DCS) shaUb. provided to coordinate the OO11trol and
supervision of the generator control, Facility auxiliary systems, and generator step-up
transformer breakers.
9.2.7 Electrical Protection. Communication and Instrument Systems
The Project Company shall provide a complete and comprehensive protection system
for the generators, main power transformers, station service transformers, auxiliary
equipment, switchgear, and the station electrical distribution systems. The Project
Company shan undertake the installation of free-standing protection relay panels
within the control room. The interface for protection relay panel, electrical safety
interlock signal, CTs and VTs between Power Plant and 400KV substation will be
through a Interface panel. The interface panel will be supplied by the Project Company
and will be installed at NEPCO's Substation. All the necessary cabling between
Project Company equipment and interface panel shall be provided by the Project
Company. All the associated civil work within the NEPCO substation shall be done by
NEPCO. All the necessary cabling between NEPCO substation equipment and the
Project Company's interface panel cabinet shall be provided by NEPCO.
The protective relay settings [or all the major equipment shall be coordinated with
NEPCO.
The interface for the Communication, control, monitoring, and voice channels between
power plant and NEPCO's NCC equipment (RTU) shall be through a marshalling
cabinet. The marshalling cabinet shall be supplied by the Project Company and
installed at NEPCO's Substation. All the necessary cabling between Project Company
equipment and the Project Company's marshalling cabinet shall be provided by
Project Company. All the associated civil works within the NEPCO substation shall be
done by NEPCO.
NEPCO will provide and install NEPCO's NCC equipment (RTU) at NEPCO
Substation Control building. The necessary cabling between the Project Company
marshalling cabinet and the NEPCO's NCC equipment will be provided and installed
byNEPCO.
SCADA, communication, telemetry, fiber optical terminal, and teleprotection
equipment supplied and installed by Project Company shall conform to the National
Control Center (NCC) system requirements, as explained in the following paragraphs.
The wiring of all signaling and control circuits required for the system shall be cabled
out to interface marshalling cubicles. The necessary cabling between the Facility's
process equipment and the marshalling cubicles shall be supplied and installed by the
Project Company. All the associated civil works within the NEPCO substation shall be
done by NEPCO. The marshalling cubicles shall be equipped with necessary open
link terminals.
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AEPP PPA March 2005

LONDON. 103584.03
Cabling between the Project Company's cubicles and NEPCO's NCC equipment will
be provided and instalIed by NEPCQ.
TM Pr6jectC<iinpiuiY litilifipro\rldeffii£ fOI/OWlllg tdecontrol sigllaisto NCe:
For gas t\lrbillHs .
a. Circuit breaker status opened
b. Circuit breaker status closed
c. Supervisory control on
d. Generator/turbine trip
e. Urgent alarm
f. Generated MW
g. Generated MVAR
h. Generated KV
i. Generator MW lower command
j. Generator MW raise command
k. Generator MVAR lower command
I. Generator MYAR raise command
For steam turbines:
a. Circuit breaker status opened
b. Circuit breaker status closed
c. Generator/turbine trip
d. Urgent alarms
e. Generated MW
f. Generated MVAR
g. Generated KV
The project company shalI provide ihe necessary transducer to provide the
analog signals, the output current of these transducer shall be as follow:
-MW &Kv signals(O-lO)ma de current.
-Mvar signal( -5-+5)ma Dc current.
All alarm & position indication signals shall be provided through free voltage
contact.
The operating voltage for ihe interposing relays for ihe controls is 50VDC
supplied from the RTU.The impedance of those relays shall be ihe same, and
be agreed on with NEPCO NCC control department staff.
9.2.8 Power Tariff Metering

Power tariff metering shall be provided by the Project Company. These meters shall be
connected to metering current transformers located in the 400 kV bushings of the
generator step up transformers. The VT's are to be installed on the 400KV Switchyard
Page SI-24
AEPP PPA March 2005

LO>JDON· 103584,03
bus bar and shall be supplied by NEPCO and used for Power Tariffmctering of power
plant. The main and check meters shall be red from two different cores CT's and VT's.
AU m~ters shall supp(jrtminithllin 5· different tariff rates. The metering system shall
comply with the Metering Code, and the metering system and instrument transformers
shaJJ be approved byNEPCO. Details of metering systems are mentioned in Schedule
6 of the PPA.
9.3 Civil
9.3.1 Introduction
This section describes the design considerations that shall be used for all civil,
structural and architectural work related to this project. The Civil Works shall be
designed to have a minimum working life of 30 (thirty) years before any significant
repair or replacement of the main structural elements and secondary structural
elements/cladding. Applied coatings shall have a design life to first maintenance of 10
(ten) years minimum.
9.3.2 Design Codes and Standard
(i) Specifications for materials shall generally follow
the standard specifications of the American
Society for Testing and Materials (ASTM),
American National Standards Institute (ANSI) and
Japanese Industrial Standards (JIS).
(ii) Field and laboratory testing procedures for
materials shall follow standard ASTM
specifications.
(iii) Design and placement of structural concrete shall
follow the recommended practices and the latest
version of the American Concrete Institute Code
(ACI) and the Concrete Reinforcing Stee! Institute
(CRSI).
(iv) Design, fabrication and erection of structural steel
shall follow the recommended practices and the
latest version of the American Institute of Steel
Construction Code (AISC).
(v) Steel components for metal waJJ panels and roof
decking shaJJ conform to the American Iron and
Steel Institute CAISI) Specification for the Design
of Light Gage Cold-Formed Structural Members.
(vi) Welding procedures and qualifications for welders
shall follow the recommended practices and codes
of the American Welding Society (AWS).
(vii) Preparation of metal surfaces for coating systems
shall follow the specifications and standard
practices of the Steel Structures Painting Council
(SSPC), National Association for Corrosion
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AEPP PPA March 2005

LONt)Q:-i. 103584.03
Engineers (NACE), and the specific instructions of
the coatings manufacturer.
(viii) Fabrication and erection· of grating shall follow
applicable standards of the National Association of
Architectural Metals Manufacturers (NAAMM).
(ix) Design, fabrication and erection of pre-stressed
concrete members shall follow the recommended
practices of the latest version of the Pre-stressed
Concrete Institute (PCI) manual for the structural
design of architectural pre-stressed concrete
panels.
(x) Design and erection of masonry materials of brick,
concrete block, or structural tile shall follow the
recommended practices and codes of the latest
revision of the ACl Concrete Masonry Structures
Design and Construction Manual.
(xi) Plumbing will conform to the National Plumbing
Code.
(xii) Design will conform to the requirements of the
Occupational Safety and Health Administration
(OSHA).
(xiii) Design of roof coverings will conform to the
requirements of the National Fire Protection
Association (NFPA) and Factory Mutual (FM). In
addition, fire doors and windows and other
building construction features will follow the
recommended practices and codes of NFP A,
where applicable.
(xiv) Other recognized standards shall be used where
required to serve as guidelines for design,
fabrication and construction when not in conflict
with the above listed standards. Where no other
standard or code governs, the Uniform Building
Code (UBC) shall be used.
9.3.3 Natural Phenomena Design Consideration.
The design considerations based on the natural phenomena are discussed below.
(i) Rainfall
The rainfall design basis may vary for the different systems and system
components. Precipitation highest amount in 24 hours is 42.2 mm.
(ii) Wind Speed
The design wind speed shall be 38 meters per second.
(iii) Temperature
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AEPPPPA March 2005

LONDON - ]03$8'''0.1
----.----------.-.-------------.-------~--.-. -----------
Systems and system component design criteria that require ambient

temperature exjremes shall use the range from maximum 43.5"C to
minirn\lll\ minus (.) 4.8"C.
(iv) Relative Humidity
Minimum: 44.1%
Maximum: 77.0%
(v) Seismicity
The design seismic lateral forces shall be calculated either by the
Equivalent Static Force method, or by the Dynamic Response Method,
based on the UBC 97 Classification, zone 2B requirements or other
approved internationally recognized standard.
9.3.4 Loading and Method of Design.
Design of buildings, equipment foundations and other structures shall be based on the
worst combined effect of dead loads, live loads, crane loads, equipment loads, impact
effect, vibrations generated from equipment as applicable, wind load, seismic load,
earth pressures, construction loads, etc. Wind load and seismic load, however, shan
not be considered to act together. Different categories of these loads are mentioned
below.
(i) Dead Loads
Dead Loads shan consist of the weights of the structure and all
equipment of a pennanent or semi·pennanent nature including tanks,
bins, wall panels, partitions, roofing, piping, drains, electrical trays, bus
ducts and the contcnts of tanks and bins measured at full capacity.
(ii) Live Loads
• Live loads shall consist of unifonn live loads and equipment
live loads. Unifonn live loads are assumed unit loads which are
sufficient to provide for movable and transitory loads, such as
the weight of people, portable equipment and tools, planking for
small equipment, or parts which may be moved over or placed
on floors during maintenance operations.
• Equipment live loads are calculated loads based upon the actual
weight and size of the equipment and parts to be placed on
floors during dismantling and maintenance, or to be temporarily
placed on or moved over floors during installation.
• Lay·down areas of floors and supporting members which are
subject to heavy equipment live loads shall be designed on the
basis of the weight of the equipment or specifically defined live
loads, whichever is greater.
• Each member in the floor which may carry these loads shall be
designed for the heaviest piece or pieces of equipment arranged
in the most critical position.
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lOt-.iOO:-l- 103584.03
• For loads caused by moving equipment over the floor for
installation, cortsideration shall be given to the shoring of beams
and floor. from flOors below;
9.3.5 Site
The Project Company shall carry Ol}! his own topographic survey and set out all works
from a set of reference grid points and benchmarks to be established by it tied to the
existing benchmarks.
(i) Area Grading and Drainage
• The plant area elevation for the present ground levels, as
provided on Soil Investigation report presents the best data
available for the existing site condition and is solely for the
purpose of guidance. The Final Topographic Survey will be
performed by the Project Company.
• The Site Grading and Drainage System for Combined cycle will
be designed to comply with all applicable country and local
regulations.
• Roads crossing over open channels will be constructed with
culverts to pass the design flow. Culverts will be constructed of
reinforced concrete. R.C.C. box type and it will be provided,
where necessary.
(ii) Soil Conditions
The Project Company shall carry out his own soil investigation in all
work areas before it commences detailed design and working drawings
for finding out the allowable bearing pressure, expected settlements,
type of foundations, etc.
(iii) Soil Investigation
Soil Investigation by the Project Company shall be done along with
laboratory testing, in sufficient depth and numbers as necessary for
complete determination of subsoil conditions as approved by the
engineer.
(iv) Roads & Paving
o The base and pavement shall be designed as per CBR method
for maximum wheel load of 8 tons for heavy traffic
classification.
• Access roads to the Plant site will be provided from the
roadway north of Combined cycle Plant. Levels and width of
the access roads shall be maintained to suit the combined cycle
grading platforms and road system.
o Main roads will consist of 6 meters asphalt-paved lanes with
pre-cast concrete curbs and drains on each side.
o Secondary roads will consist of 4 meters asphalt-paved lanes
with pre-cast concrete curbs and drains on each side.
(v) Fencing and Security
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LONDON - 103584.03
• Chain link fence and barbed wire fence shall be provided
around the plant boundary, transformer, gas pressure reducing
station areas,· and the other areas requiring controlled access
shall be isolated by chain link fence and barbed wire, as
required. Fencing heights shall be in accordance with applicable
codes and regulatory requirements ifmore stringent.
• Controlled access gates shall be located at the Main entrances
and to the secured areas, on the plant.
(vi) Foundation for Buildings, Equipment and Other
structure
• The foundation shall be designed after determining the type of
foundations from soil report by Project Company on allowable
bearing pressure and settlement analysis for the worst
combination of loadings. Removal of loose soil and superficial
stratum and placing structural fill consisting of granular crushed
stone underneath and around the foundations shan be provided
as required.
• The turbine foundation mat shall be designed to meet the total
and differential settlement established by the turbine
manufacturer if more stringent than the allowable settlements
for the foundation component of the Buildings.
• The Structural fill underneath and around foundations shall be
placed on top of the rock formation up to the lean concrete
below the foundations and compacted at least to 95 percent of
the maximum Dry Density determined by a Modified Proctor
Compaction test (ASTM D1557)
9.3.6 Buildings
• All buildings shall be planned and laid out according to
functional requirement and use of the building.
• The Project Company has to ascertain the final requirements,
taking into consideration adequate space, access and egress for
ease of operation, maintenance, safety, etc.
9.3.7 Equipment Bases
• All equipment shall be supplied with an equipment base suitable
for its operation. Where the equipment could induce vibration
problems, the base shall have adequate mass to dampen
vibration motions. Special consideration shall be given to
vibration and stifthess criteria wherc specified by an equipment
manufacturer. Major equipment foundations shall be placed on
rock formation or load bearing fill.
• Equipment that does not require a special base shall be placed
on a nominal 150mm base to keep the equipment off the floor
surface.
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LONDON - 103584.0.,
9.3.8 Concrete
Reinforced concrete structures shall be designed in accordance with ACI 3 J 8,
Building Code Requkernenls for Reinforced Concrete.
(i) Materials
• ReinIorCing steel ~ Reinforcing steel shall meet the requirements
of ASTM A615, Grade-60(4I 5NIMM2).
• Cement - Cement used in all concrete mixes not in contact with
ground water shall he Portland cement meeting the requirements
of ASTM C 150, Type I. Cement for concrete in contact with
ground water shall meet the requirements of ASTM C 150, Type
V.
• Fly ash - Fly ash shall be type F confonning to ASTM C618.
(ii) Design
• Concrete strength, Cat 28 days) - 28 N/mm2, based on the test
perfonned on 150 mm dia. and 300 mm height cylinders.
• Reinforcing strength - 415 N/mm2 (nonnal carbon steel)
9.3.9 Steel And Other Metals
(i) Structural Steel
Steel framed structures shan be designed in accordance with the AISC
Manual of Steel Construction, Ninth Edition, and all supplements
thereto.
(ii) Materials
Structural steel shapes, plates, and appurtenances for general use shall
confonn to ASTM A36 or equivalent. Connections bolts shall confonn
to ASTM A325 or equivalent. Connections shall confonn to AISC
Specification for Structural Connections, latest edition. Welding
electrodes shall be as specified by AWS. All structural steel shall be
shop primed with an inorganic zinc primer after fabrication in
accordance with SSPC No.6.
(iii) Design
• All steel framed structures shan be designed as "rigid frame"
CArSC Specification Type 1) or "simple" space frames (AISC
Specification Type 2), utilizing single-span beam systems,
vertical diagonal bracing at main column lines, and horizontal
bracing at the roof and major floor levels.
• Metal roof decks attached with welding washers shall be
considered to provide lateral support. Grating floors shall not be
considered as providing horizontal rigidity.
• Connections shall be in accordance with standard connection
design for shop welded and field bolted connections. The
connection bolts shall then be torqued in accordance with
friction type joint requirements.
(iv) Required Depth
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LONDON. 103584.03
• Minimum depth shall be decided according to the ca\eulation
considering load, strength, deflection and clearance
requirements.
• Members shall be framed into members of equal or greater
depth.
(v) Corrosion-Resistant Steel
• Corrosion-resistant steel shall be used where corrosion, abrasion
or appearance require the use of special steels.
• Materials - Corrosion resistant steels shall conform to ASTM
A588 (Cor-Ten, Mayari R); ASTM A167, Type 316L, 2.75
percent minimum molybdenum content (stainless steel); or to
ASTM A167, Type 4304 or 304L (stainless steel).
• Stainless steel shall be used only where extreme corrosion
conditions warrant its use.
10 ENVIRONMENTAL REQUIREMENTS
The Facility shall comply in all material respect with the environmental requirements
of the Laws of lordan or World Bank, whichever are more stringent, that were current
thirty (30) days prior to the Bid Date.
10.1 Exhaust Gas Emissions and Air Quality
Exhaust gas emissions shall not exceed the emission rates allowed by those standards
to the Laws of Jordan and World Bank guidelines which were current thirty (30) days
prior to the Bid Date, under all ambient conditions. These requirements apply under all
normal operating conditions when GT is running on Natural Gas. During Distillate
firing of Gas Turbine the same limit shall be achieved between 60% to 100% load.
The unofficial translation of the existing Jordanian air quality and emission
requirements are presented in Table 4.1 and Table 4.2 attached below. The World
Bank emission and ambient air quality requirements specified in the 1998 Pollution
Prevention and Abatement Handbook are presented in the Tables 4.3 and 4.4,
respectively.
Table 4.1
Jordanian Emission Standards
Ambient Air Quality
Pollutant Time of taken average Maximum limit condoned Number of excesses
condoned
SO, One hoor OJ parts per (million) 3 times during any 30
successive days in the year
24 hours 0.14 paliS per (million) Once during any 12 months
Annually 0.04 parts per (million)
CO One hour 26 parts per million) 3 times durin.g any 30
Page SI·31
AEPP PPA March 2005

LONDON. !03584.03
successive dayS in the year
8 hours 9 parts per (million) 3 times during any 30
successive daYs in the year
TS? 24 hours 260 microSTamim' 3 times during any 12
- months
Annually 7Smicrogramim' geometrical .
average
N02 One houT 0.21 parts per (million) 3 times during any 30
successive dayS in the year
24 hours 0.08 parts per (million) 3 times during any 30
Annually 0.05 parts per (million)
H,S One hour 0.030 parts per million 3 times during any 30
24 hours 0.01 parts per (million) 3 times during any 30
Pb Quarterly" I MicrogramlmJ
Annually 0.5 microgram/m)
PMIO 24 hours J 20 microgram/ms 3 times during any 30
Annuallv 70 microgramim,
•• Until there is another petroleum source that contains sulfur less than the current
percentage, or five years whieh is earlier.
Table 4.2
Jordanian Emlssion Standards
Maximum Limits of Gas and Vapor Emissions
Pollutants Maximum limit of emission

mglmJ
Carbon monoxide (CO)' Established 1750

New 250
Sulfur dioxide (S02)
Combustion of petroleum (00) 6500

Derivatives
Non iron industries 3000

Sulfuric acid industries 1500
Sulfur oxide 3 and sulfuric acid vapor 150
(H,S) sulfur Hydrogen 10
Pase SI·32
AEPP PPA March 2005

LONDON. IO)~84.0J
(NOx) calculated on NO,
Combustion processes in tempetalnres less tlulO 1200c 200

Combustion processes in temperaiures higher than 1800
1200c
Ii
Hydrocarbon substances caused by combustion 50
Lead (Pb) and its compounds 20
Cadmium (CD) and its compounds JO
Choler (CL,) 30
Hydrogen chloride (HCL) 100
Hydrogen florid (HF) 15
Copper (Cu) 20
Nickel (Ni) 20
Flore (F4) 20
• For two years, after which the maximum limit of the emission of carbon oxide
should be 1000 mglm3 for the established factories .
•• Until there is another petroleum source that contains sulfur less than the current
percentage, or five years which is earlier.
Table 4.3
The World Bank Stack Emission Limits
Description Unit Maximum Quantity
Particulates
PM lO mgINm 50mgINm'
Sulfur Dioxide (SO,)
SO" (Facilities <500 MWe) Tonnesiday/MWe 0,2
Maximum concentration in flue gas mgINm 2,000
NO, '"
Natural Gas mgINm' 125
Distillate Fuel mgINm' 165
Page 5]·33
AEPP PPA March 2005

LONDON. 103584.03
(1) Dry@ 15% oxygen
TableA.4
Tbe World Bank Ambient Air Quality Standards
24--Hour Average Annual Average.
Description
~Wm ~wm
Particulates
PM 10 150 50
Total Suspended Particul • .,s (TSP) 230 80
Sulfur Dioxide (SO,) 150 80
Nitrogen Oxides (NO,) 150 100
10.2 Effluent Discharges

Effluent discharges shall not exceed the discharge limits for industrial/power plant
effluents specified by the law of Jordan or the World bank guidelines, whichever are
more stringent, which are current thirty (30) days prior to the Bid Date. The current
Jordanian guidelines for wastewater are provided in Table 5.1 and Table 5.2 of this
Schedule. The World Bank effluent quality requirements are presented in the Table 5.3
of this Schedule.
Table 5.1
Discharge Water Quality Standards
JORDANIAN STANDARD 893/1995 FOR TREATED DOMESTIC WASTEWATER
(mglI)
Parameter Cooked Fruit & Discharge Groundwater Fish Irrigation Irrigation
Vegetables Forestry to Streams, Recharge Pond. (3) of Lawns of Fodder
(2) Trees, Wadis & and Parks Crops
Crops & Reservoirs
Industrial
Products
BOD, (1) 150 150 50 50 - 50 250
COD 500 500 200 200 - 200 700
DO >2 >2 >2 >2 >5 >2 >1
TDS 2000 2000 2000 1500 2000 2000 2000
TSS 200 200 50 50 25 50 250
pH 6.0-9.0 6.0-9.0 6.1J..9.0 6.0-9.0 6.0-9.0 6.0-9.0 6.0-9.0
Color (PCU) - - 75 75 - 75 .
FOG 8 8 8 None 8 8 12
Phenol 0.002 0.002 0.002 0.002 0.001 0.002 0.002
MBAS 50 SO 25 15 0.2 15 50
NO, N SO 50 25 25 - 25 50
NH, N - - IS 15 0.5 50 -
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AEPP PPA March 2005

LONDON - HlJ51>4.0J
Total- N 100 100 50 50 - 100 .
PO,- P - 0 IS IS - 15 -
CT 350 350 350 350 · 350 350
SO, - 1000 ioco JOoo lOoo - 1000 1000 ..
CO, - 6 6 6 6 - 6 6
HCO, 520 SZO 520 520 - 520 52(J ......
Na' 230 230 230 230 · 230 230
Mg" 60 60 60 60 - 60 60 .
ea" 400 400 400 400 · 400 400
SAR 9 9 9 9 - 12 9
Residual Cl, 0,5 - . . - D,S -
(4)
AI 5 5 5 I - 5 5
As OJ 0,1 0,05 0,05 0,05 0,1 0.1
Be 0,1 0.1 0.1 0.1 Ll 0.1 0,1
Cu 0,2 0,2 0,2 0.2 0,04 0,2 0,2
F I 1 I I L5 1 I
Fe 5 5 2 I 0.5 5 5
Li 2.5 5 I I - .3 5
Mn 0,2 0,2 0,2 0.2 1 0,2 0.2
Ni 0,2 0,2 0,2 0,2 0,4 0.2 0,2
Pb 5 5 0,1 0,1 0,15 0,1 5
Table 5.2
Discbarge Water Quality Standards
JORDANIAN STANDARD 893/1995 FOR TREATED DOMESTIC WASTEWATER
(mg/I)
Cook<d FruIt & Discharge Groundwater Fish Pond. Irrigation rriigatiou"
Parameter Vegetables Forestry to Recharge (3) of Lawns of Fodder
(2) Trees, Streams, and Parks Crops
Crops & Wadis &
Indust. Reservoin
Products ..
Se 0,02 0,02 0,02 0,02 0,05 0.D2 0,02

Cd 0,01 om 0,01 0.01 0.015 om 0,01
Zn 2 2 15 15 0,6 2 2
CN 0.1 0.1 0.1 OJ 0,005 0.1 0.1 ,
Cr 0.1 0,1 0,05 0,05 0.1 0,1 0,1
H. 0,001 0,001 0,001 0,001 0,00005 0,001 0,001
V 0,1 0,1 0,1 0.1 - 0,1 0.1
Co 0,05 0,05 0,05 0.05 - 0,05 0,05 "" . ,
B I I 2 I - 3 3
Mo 0,01 om 0,01 0.01 · 0,01 O.OJ
TFCC 1000 . 1000 1000 1000 200 -
(MPN/IOO
ml) (5)
Pathogens - - . - 100000 (6) None .
Page Sl·35
AEPP PPA March 2005

LONDON· 103$84.03
I
(.): Not DetefrrUned
(I): BOD in effluent from Waste Stabilization Ponds (Filtered), and
fromMechanlcal TteattiteiitPlant - (Not Filtered):
(2): Values for trace elements and heavy metals are calculated based on
the quantity of water of 1000 m31 1000 m2Iyr., these
concentrations should be reduced in case more irrigation water is
used.
(3): These figures depend on the type offish, pH, TOS and temperature.
(4): Contact period should not be Jess than 30 minutes.
(5): The Most Probable Number per 100 mt.
(6): Salmonella per 100 ml.
Table 5,3
The World Bank Effluent Discharge Limits
Parameter Maximum value
PH 6·9
Total Suspended Solids (TSS) 50mg/l
Oil and grease IOmg/1
Total residual chlorine 0.2 mg/I
Chromium (total) 0.5 mg/l
Chromium (hexavalent)_ 0.1 mWl
Copper 0.5 mg/l
Iron 1.0 mg/l
Zinc 1.0 mWl
Temperature increase at the edge of Less than or equal to
the mixing zone 3'C
Regardless of the dilution of the aqueous environment, the temperature of the

effluent discharged must not exceed 40°C in winter and 45°C in summer.
10.3 Noise Emissions
The operational noise emissions from the Facility should not exceed the World Bank
ambient noise criteria or limits, for industrial areas, at the Site boundary, as are current
thirty (30) days prior to the Bid Date.
According to World Bank Noise Criteria, noise from all sources shall be reduced such
that the total noise level when the Facility is operational under any conditions from
minimum to maximum and with all auxiliaries in use does not exceed 70 dB(A)
daytime and 70 dB(A) night time, at the Site boundary.
These limits should be maintained as an absolute requirement under all ambient
conditions, during normal power plant operation. During start-up and shut down
Page SI-36
AEPP PPA March 2005

LO~·mON. HH584.03
exceeding the limit by up to 5 dB (A) could be allowed and during emergency
operation for periods of short duration.
In order to ensure a safe and satisfactory working environment a sound pressure level
of 85 dB(A) at 1 meter from equipment and 1.5 meter from the operating floor shall
be kept during the normal operation time except abnormal operatio11 scenarios such as
safety valve popping.
11 QUALITY ASSURANCE, INSPECTION, COMMISSIONING,
AND TESTING
11.1 General
The Project Company shall ensure that all work undertaken on the Project throughout
the design, construction, commissioning, operation and maintenance stages shall
comply with the terms of a National or International Assurance Standard equal to
ISO 9001.The whole of the works shall be tested in accordance with the standards
adopted for the Project and the Project Company's quality plans and testing
procedures.
11.2 Scope of Test
The Project Company shall be responsible for the submission of test certificates and
reports to NEPCO, (with information copy to MEMR) for all the tests described in
Schedule 4 ofthe PPA.
NEPCO or its representatives may witness tests at the manufacturer's works as
mutually coordinated and agreed between NEPCO and the Project Company. All cost
related to such test witnessing shan be borne by NEPCO except for one transformer
test and one generator test the Project Company shall bear cost of accommodation,
food and local transport in manufacturer's country for 2 (two) NEPCO Engineers
while all other costs will be borne by NEPCO. All testing related to electrical
interface Facility and major electrical protection on key plant equipment on Site shall
be witnessed by NEPCO or its representative.
The Project Company shall notifY NEPCO (with infonnation copy to MEMR) in
writing when tests are to be performed.
11.3 Test Reports
As soon as possible after the Performance Tests, Reliability Test and Acceptance Test
but in no case later than three weeks from the end of a test, the Project Company shall
prepare and submit to NEPCO a draft Test Report, with a copy to MEMR. Following
approval of the draft report, six copies of the final Test Report shall be submitted to
NEPCO, with a copy to MEMR. This report shall include:
a. Brief description of the plant tested
b. Procedure for testing and calculations
c. Calculations
d. Results (corrected and uncorrected)
Page SI-37
AEPPPPA March 2005

LONDON. 103584.03
e. Correction curves
f. Copy oflog sheets
g. Calibration certificates of all instruments
Page SI·38
AEPP PPA March 2005

lONDON· !03SlW.03
SCHEDULE 2
TECHNICAL LIMITS A.l'<D CONTRACTED CHARACTERISTICS
1. Design Limits
1.1 Facility Starts
Ca) The notice required by the Project Company to start-up the Facility and synchronise with
the Grid System, and achieve full load will vary according to the length of time that the
Facility has been shut down. Table I below shows the time required to synchronise and
achieve full load following various periods of shut down.
Table 1
Simple Cycle (247.27 MW) Combined Cycle (369.67MW)
Type of Time Time Required to Time Time Required to

Start Required to Achieve Full Required to Achieve Full
Synchronise Load from Synchronise Load
Svnchronization (Including
SV1!chronizing
time)
(i) Cold start 4 minutes 20 minutes 135 minutes 240 minutes
Warm
(ii) Start 4 minutes 20 minutes 98 minutes 175 minutes
100 minutes
(iii) Hot Start 4 minutes 20 minutes 60 minutes
(b) Facility Starts are defined as follows:

Cold Start: A Start following a shutdown of more than 48 hours
Warm Start: A Start following a shutdown of more than 8 hours, but less than 48 hours
Hot Start: A Start following a shutdown ofless than 8 hours
A Start means the process of firing the comhustion turbine-generator, running the
combustion turbine-generators and steam turbine-generator (if applicable) up to rated
speed, and synchronising it to the Grid System.
Page S2-1
AEPP PPA 0603 June 2005

LONDON. 1035S4.03
(e) The number of Starts of each of the combustion turbines per year following receipt of
dispatch instructions from NEPCO which are not subject to a Supplementary Charge under
the Tariff (see Schedule 5) are indicated in Table 2 below:
Table 2
Type of Start Maximum number of Starts per combustion

turbine per Year
Hot Start 0
Warm Start 0
Cold Start 0
For the purpose of thIS subsectIOn (c) a Start shall be deemed to have occurred upon receIpt
of a Dispatch Instruction from NEPCO followed by synchronisation of the combustion
turbine-generator(s) and steam turbine-generator (if applicable) to the Grid System.
1.2 Facility Loading
Page 52-2
AEPP PPA Q60a June 2005

(a) Simple Cycle one Gas Turbine (123.6 MID ramping rate is the rate at which the
combustion turbine-generator load can be increased when operating in Simple Cycle.
Maximum ramping rates for each combustion turbine"generatorare shown in Table 3
below:
Table3
Cold Start Warm Start Hot Start
(i) Synchronized(min) 4 4 4
(ii) Normal Ramp Rate 11 11 11
(MWlmin)
(iii) Fast Ramp Rate 30 30 30
(MWlmin)
(iv) One CT Unit from 0 20 20 20
to Full Load
(excluding
Synchronization)
b Simple Cycle (247.27 MID ramping rate is the rate at which the combustion turbine-
generator load can be increased when operating in Simple Cycle. Maximum ramping rates
for each combustion turbine-generator are shown in Table 4 below:
Table 4
Cold Start Warm Start Hot Start
Load Range (%) (%per ( % per minute ( % per minute )
minute)
(i) 0<25 4.45 4.45 4.45
.
(ii) <: 25 < 50 4.45 4.45

4.45
(iii) ;,50<JOO 4.45 4.45 4.45
(iv) Fast Ramp Rate (MWlMin) 30 30 30
(e) Combined Cycle ramping rate is the rale at which the Facility load can be increased when
operating in Combined Cycle. Maximum ramping rales for the Facility are shown in Table
5 below:
I TableS
Page 82-3
AEPP PPA 0&03 June 2005

LONDON - 103584.03
Load Range (%) Cold Start
Warm Start Hot Start
(%per
( % per minute ( % per minute)
minute)
(i) 0<25
,
" ",
1.12 "
1.28 2.3
(ii) 2: 25 < 50
1.12 1.28 2.3
(iii) ~ 50< 100
1.l2 1.28 2.3
(iv) Emergency Ramp Rate
(MW/min) N/A N/A N/A
(d) SImple Cycle loads are reqUIred to be held steady for the pen ods shown III Table 6 for
combustion turbine temperature stabilisation during loading:
Table 6
Load Range Cold Start Warm Start Hot Start
(minutes) (minutes) (minutes)
(il Upon synchronisation 0 0 0
(ii) 25% 0 0 0
(iii) 50% 0 0 0
(e) Combmed Cycle loads are required to be held steady for the penods shown In Table 6 for
combustion turbine temperature stabilisation during loading:
-- Table 7
Load Range Cold Start Warm Start Hot Start

(minutes) (minutes) (minu,es)
(1) Upon synchronisation 15 0 0

(ii) 25% 0 0 0
(iii) 50% 0 0 0
..
The Project Company may shorten or waIve the reqUlrement for one or more stabIlisatIOn,
periods depending upon turbine conditions.
(I) Step load changes of up to llMW are allowed for combustion turbine operating in Simple
Cycle at loads above 25% provided that diffusiOn/pre mix change over and fuel change
over is not occuring. The combustion turbine load must be held constant for 1.0 minutes
for stabilisation purposes following such step change in load and for a pro rata period for
smaller step load changes.
Page S2-4

LO}.iOON. 10351!4.03
(g) Step load changes of up te 15 MW are allewed for the Facility operating in Combined
Cycle at loads above 25% provided that diffusien/pre mix change ever and fuel chang,
over is not occuring and both gas turbines are;n openttion . The Fru:i1ity load must be held
c.onstant fer 1 minutes f.or stabilisation purposes following such step change in load and fer
a pro rata period f.or smaller step load changes.
(h) For a c.ombustion turbine .operating in Simple Cycle minimum continuous load is 25 %.
(i) For the Facility operating in Combined Cycle minimum continuous load is 25 %.
1.3 Frequency. Power Factor, Voltage Limits and Droop Settings
(al Each combustion turbine-generator and steam turbine-generator will operate at 100% load
with a power factor in the range of 0.85 lagging te 0.95 leading, which range shall not be
exceeded. The combustion turbine-generators will have a reactive power capability of 71
MVAR, lagging or leading, at 0"10 load, and steam turbine-generator will have a reactive
power capability of 80 MVAR, lagging or leading, at 0% load
(b) Each gas turbine and steam turbine generator will operate within the range of 400 kV ±
10% on the Grid System. The Facility generators shall be subject to tripping if voltage is
outside this range.
(c) Each gas turbine and steam turbine generator will be capable of continuous operation:
within the frequency range specified in System Grid Code section CC4.1. The Facility
generators shall be subject to tripping if frequency is outside the specified range in System
Grid Code Table CC4.1-1.
(d) Each combustion turbine governor droop shall be adjustable in the range 4· % to 6* %,
and steam turbine governor droop shall be adjustable in the range 3% to 5%. Automatic
voltage Regulation (AVR) will control generator voltage over the range 80-110 % with a
droop characteristic of 0-10 % for combustion turbines, and 80-110 %with a droop
characteristie of 10 % for steam trubine.
• The actual Droop capability of the machines will be provided later according to the
actual data for Nepco information however Droep settings will be in accordance with Grid
Code
1.4 Environmental Emission Limits
Gaseous and liquid emissions to the atmosphere shall comply with the requirements of
Laws of Jordan and the World Bank Guidelines, whichever is more stringent as described;
in Schedule I
1.5 General
Page S2-5

LONDON· !03584.03
The Project Company shall promptly advise NEPCO of any operating constraints and/or
limits which may temporarily apply to the Facility.
2. Maintenance Limits
(aJ Scheduled Outages shall be in accordance with Table I below:
Table I
Frequency
(NumberoC
I Anticipated Duration
.
Outage
Equivalent I (Days)
Operating Hours) i
Combustion turbine combustion
I inspection 8,000 8·10
Combustion turbine hot gas path

inspection 33,000 25·30
Combustion turbine major

overhaul 66,000 30·35
Steam turbine inspection 16,000 10·15

Steam turbine maintenance 24,000 10·15
Steam turbine major overhaul 48,000 30·35
HRSG inspection 8,000 8·10
HRSG maintenance 33,000 25·30
HRSG major overhaul 66,000 30·35
(b) Scheduled Outages shall be conducted during the period from November to May inclusive.
(c) Notwithstanding subsections (aJ and (b), Scheduled Outages shall be performed in
accordance with regulatory requirements and Prudent Utility Practices.
Page S2·6
AEPP PPA M03 June 2005

LONDON. lOH!M.03
(d) The figure given above will not affeet whatever otherwise agreed in the PP A.

LONDON·I03SS4.0J
AAU
SCHEDULE 3
FORM OF CONNECTION AGREEMENT
ELECTRICITY SECTOR
REGULATORY COMMISSION
TRANSMISSION CONNECTION AGREEMENT
25 February 2007
LONDON - !03588.04
DATED:
AND
AES JORDAN PSC
TRANSMISSION CONNECTION AGREEMENT
FOR A DlRECTL Y CONNECTED POWER STATION
LONDON - 103588.04
Table of Contents
1. DEFINITIONS AND INTERPRETATION .........•..................................•.........................•............ 5
1.1. DEFINITIONS .............................................................................................................................. 5
1.2. INTERPRETA TlON ....................................................................................................................... 9
1.3. INCONSISTENCIES ....................................................................................................................... 9
2. COMMENCEMENT AND DURATION .................................................•..................................... 9
2.1. COMMENCEMENT DATE AND DURATION .................................................................................... 9
3. VARIATIONS TO THIS AGREEMENT •..................•....•........................................................... 10
4. COMPLIANCE WITH GRID CODE ......................................................•.•................................. 10
4.1. OBLIGATION OFNEPCO .......................................................................................................... 10
4.2. OBLIGATION OF THE "USER'· .................................................................................................... 10
4.3. NON COMPLiANCE WITH GRID CODE ....................................................................................... 10
4.4. AMENDMENTS TO GRID CODE ................................................................................................. 11
5. CONNECTION SITE AND NEPCO ASSETS ............................................................................ 11
5.1. INTENTIONALLY LEFT BLANK ................................................................................................... 11

5.2. SPECIFICA nON OF NEW WORKS .............................................................................................. 11
5.3. PRINCIPLES OF OWNERSHIP AND ACCESS ................................................................................ 11
5.4. SITE SPECIFIC TECHNICAL DETAILS ......................................................................................... 13
6. CARRYING OUT THE WORKS ................................................................................................. 13
6.1. PLANNING DATA ...................................................................................................................... 13
6.2. LIAISON AND PROGRESS REPORTS ........................................................................................... 13
6.3. CONSENTS ................................................................................................................................ 14
6.4. CONSTRUCTION WORKS OFNEPCO AND USER ....................................................................... 15

6.5. COMMISSIONING ...................................................................................................................... 15
6.6. INTE"TlONALLY LEFT BLANK................................................................................................ 15

7. AGREEMENT TO CONNECT .................................................................................................... 15
7. L OPERATIONAL DIAGRAMS AND SITE COMMON DRAWINGS ..................................................... 15
7.2. TECIINICALDATA .................................................................................................................... 16

7.3. SITE RESPONSIBILITY SCHEDULE ............................................................................................. 16
7.4. COMPLIANCE REPORT .............................................................................................................. 16

7.5. ENERGISATION IBECOMEOPERATIONAL. ................................................................................ 16
8. OPERATION AND MAINTENANCE ......................................................................................... 17
8.1. OPERATION OF CONNECTlON POINT.. ....................................................................................... 17
8.2. MAINTENANCE PRACTICES ...................................................................................................... 17
8.3. EMERGENCY DE-ENERGISA TlON .............................................................................................. 18
9. DECOMMISSIONING OR DISCONNECTION ........................................................................ 19
LONDON - 103588,04
9.!. RIGHT TO DECOMMISSION ....................................................................................................... 19
9.2. RIGHT TO DISCONNECT ............................................................................................................ 19
10. SAFETy ...................................................................................................................................... 20
11. INTENTIONALLY LEFT BLANK ......................................................................................... 20
12. ASSIGNMENT ........................................................................................................................... 20
13. CONFIDENTIALITY ..............................•••....................................•......................................... 20
14. DEFAULT, DE-ENERGISATION FOR NON-COMPLIANCE AND TERMINATION ... 20
14.!. BREACH ..............................•.................................................................................................... 20
14.2. DE-ENERGlSATION FOR BREACH OF GRID CODE STANDARDS .................................................. 21
14.3. RE-ENERGISATION ................................................................................................................... 21
14.4. EVENTS OF DEFAULT .................................•............................................................................. 21
14.5. TERMINATION .......................................................................................................................... 22
15. FORCE MAJEURE ................................................................................................................... 23
16. INSURANCES ..........................................•.•............•......................................................•.......... 23
17. DISPUTE RESOLUTION .................•....•........................................•......................................... 23
17.!. DISPUTE RESOLUTION .............................................................................................................. 23
17.2. PERFORMANCE TO CONTINUE DURING DISPUTE ............................................•......................... 23
18. NOTICES •.........•....................................................•.•••............................•.................................. 23
19. MISCELLANEOUS PROVISIONS .......................................•..............•.•...•............................ 25
LONDON - 103588.04
This Transmission Connection Agreement (hereinafter called this "Agreement") is made
on 25th of February 2007 at Amman, Jordan
BETWEEN:
(1) The NATIONAL ELECTRIC POWER COMPANY, a public

shareholding company having its principal offices at the 7"' circle, Zahran St,
Jabal Amman, Amman in Jordan, incorporated under the Companies Law
No,22 of 1997, and registered with the Ministry of Industry and Trade under
number 316 (hereinafter called NEPCO, which expression shall include its
successors and/or permitted assigns), that for the purposes of this
Agreement shall act through its licensed transmission activity; and
(2) AES JORDAN PSC, a company having its principal offices at 20th Floor, AI
Burj Building, Jabal Amman, 3rd Circle, Amman, Jordan, incorporated
under the Companies Law N022 of 1997, and registered with the Ministry
of Industry and Trade, under number 186 (hereinafter called "User", which
expression shall include its successors and/or permitted assigns)
and each of the parties hereto being a "Party" and the term "Parties" shall be construed
accordingly,
WHEREAS:
(A) This Transmission Connection Agreement (this Agreement) is entered into

pursuant to the Grid Code and shall be read as being governed by it.
(B) Pursuant to the Grid Code, NEPCO shall use a Connection Agreement
setting out the terms of the arrangements for connection to the Transmission
System ofNEPCO, as defined in this Connection Agreement.
(C) The "User", as a Power Producer, has applied for connection to the
Transmission System and, pursuant to the Transmission Licence and the
Grid Code, NEPCO is required to offer terms in this respect
(D) NEPCO has agreed to the connection to the Transmission System at the
Connection Point.
(E) The Parties make this Agreement to record the terms and conditions of
connection in the corresponding Connection Point.
NOW THEREFORE IT IS HEREBY AGREED AS FOLLOWS:
LONDON 103588.04
1. DEFINITIONS AND INTERPRETATION
1.1. Definitions
Any capitalized word or expression defined in the General Electricity Law or the Grid
Code and that is not defined otherwise in this Agreement shall have, unless the contrary
intention appears, the same meaning and interpretation when used in this Agreement,
including its Annexes.
When applying the provisions contained in this Agreement, and unless otherwise
specified or the context otherwise requires, the following words and expressions shall
have the meaning:
• "Agreement" means this Connection Agreement (including the Annexes), as

amended from time to time;
• "Annex" means an annex of this Agreement;
• "Apparatus" has the meaning defined in the Grid Code;
• "Application" means a-an application for a connection or a modification of a

connection made by the "User" to NEPCO;
• "Business Day" means any day other than Friday, Saturday or a public holiday
in Jordan, when commercial banks are open for business in Jordan;
• "Clause" means a clause of this Agreement;
• "Commissioning Programme" means the plan and schedule of tests and

procedures prepared by NEPCO and agreed with the "User", as defined in
Clause 6.5;
• "Commissioning Tests" means the tests of the Connection Works and

equipment to verify compliance with design, operation and connection
requirements, including Grid Code Tests, as required for the connection to be
approved as operational;
• "Connection Date" has the meaning given to it in Clause 7.5.3;
• "Connection Point" means the "Delivery Point" as defined in the PP A.
• "Connection Site" means the site at which the connection will be made (in the
case of a Power Producer, the site where the Facility is to be constructed),
including the lands, spaces, roads and any surface and wayleaves shown or
identified as such on the plan set out in Annex I;
• "Connection Works" means the works to be carried out of the Parties under
this Agreement to make the connection from the Transmission System to the
User's Equipment at the Connection Site;
• "Consents" has the same meaning as the term "Government Authorisations"

defined in the PPA;
LONDON,103588.04
• "Constrnction Programme" means the programme defined in Annex 5;
• "Decommission" means the cessation of use by the "User" of the User's

Equipment at the Connection Site for a continuous period exceeding twelve (12)
months;
• "De-energise" means switching off by manual or automatic any isolator,

breaker or switch or remove any fuse or taking of any other step whereby either
no electrical current or no electrical current at the requisite voltage can flow to
or from the Transmission System through the connection to the system of the
"User", and like terms shall be construed accordingly;
• "Directive" means any present or future directive or instruction issued by the

ERC, and includes any later modification, extension or replacement by the ERC;
• "Disconnect" means the permanent disconnection of a User's Equipment at any

given site that allows removal of all or any of the NEPCO's Connection
Equipment from the Connection Site in such a way that the "User" may not
receive and lor send electrical energy through the Transmission System in the
Connection Point;
• "Electricity System" means the interconnected electricity system within the

Hashemite Kingdom of Jordan consisting of both the Transmission System and
distribution systems and the power stations connected to these systems, and the
interconnectors with the transmission systems of neighbouring countries;
• "Energise" means the movement of any isolator, breaker or switch or the

insertion of any fuse or the taking of any other step so as to enable an electrical
current to flow to or from the Transmission System through NEPCO's
Connection Equipment to or from the system of the "User" at the Connection
Points, and like terms including "Re-Energisation", "Energisation", "Energised",
"Energising" shall be construed accordingly;
• "ERC" means the Electricity Sector Regnlatory Commission;
• "Event of Default" has the meaning given to it in Clause 14.4;
• "Expert" means an independent individual, consulting firm, company or

association of persons with specialised skills for the interpretation of power
engineering and connection agreements similar to this Agreement, appointed by
mutual agreement between "User" and NEPCO for independent advise [or for
dispute resolution pursuant to Clause 14.3 of this agreement;
• "Facility" has the meaning set forth in the PP A.
• "Financial Close" has the meaning set forth in the PP A.
• "Force Majeure" has the meaning set forth in the PPA;
• Unit" has the meaning set forth in the PPA
LONDON - 103$88.04
• "Government" or "GOJ" means the Government of the Hashemite Kingdom
of Jordan
• "Government Authority" has the meaning set forth in the PP A.
• "Grid Code" has the meaning defined for "System Grid Code" in the PP A;
• "Grid Code Tests" means the system tests to assess the "User" compliance
with design, operation and connection conditions and standards set in the
Connection Conditions of the Grid Code, and which must be carried out prior to
the Operational Date, such tests to be mutually agreed and conducted as
described in the Grid Code;
• "Implementation Agreement" or "IA" has the meaning set forth in the PPA.
• "Joint Coordinating Committee" is the committee established by the User and

NEPCO pursuant to Article 11 ofthe Power Purchase Agreement.
• "Land Lease Agreement" or "LLA" has the meaning set forth in the PP A.
• "Lenders' Direct Agreement" has the meaning specified in the PP A.
• "Maximum Export Capacity" means the maximum amount of power (in

MW) specified in Annex 8 that the "User" can inject I export to the
Transmission System at the Connection Point, except under the special
conditions established in this Agreement;
• "Maximum Import Capacity" means the maximum amount of power (in MW)
specified in Annex 8 that the "User" can import from the Transmission System,
except under the special conditions established in this Agreement;
• "MEMR" has the meaning set forth in the PP A.
• "NEPCO's Connection Equipment" means any switchgear, structure and

other electrical equipment installed by NEPCO and used or to be used to
connect the "User" to the Transmission System at the Connection Point;
• "One-off Works" means the works to be carried out by NEPCO as specified in

Clause 5.2.3;
• "Operational Date" means the date at which Connection Works of NEPCO

and of the "User" at the Connection Point are fully constructed, satisfactorily
tested and commissioned through the agreed Commissioning Programme,
including the Commissioning Tests, and ready for continuous normal operation;
• "Operational Diagram" has the meaning given to it in the Grid Code;
• "Outage" means the temporary removal of equipment from service to permit

the performance of inspections, tests or repairs on equipment;
LONDON - 103588.04
• "Planned Outage" means an Outage which is planned and intentional and
carried out within the annual maintenance plan and revisions to such plan
coordinated by the System Operator, in accordance to the Operation Code of the
Grid Code, to plan periodic maintenance outages and, with respect to the User,
shall include Scheduled Outages and Maintenance Outages as defined in and
pursuant to the PP A;
• "Planning Data" has the meaning given to it in the Grid Code;
• "Plant" has the meaning given to it in the Grid Code;
• Power Purchase Agreement" or "PPA" means the agreement entered into

between NEPCO and the User dated on or about the date of this Agreement for
the purchase and sale of electric power generated by the Facility.
• "Power Producer" means a generation licensee or the holder of an exemption

granted pursuant to the General Electricity Law, who owns and/or operates one
or more Generating Units;
• "Principal Consumer" means a consumer that IS directly connected to the

Transmission System;
• "Prudent Utility Practices" has the meauing set forth in the PPA.
• "Reinforcement Works" means the works to be carried out by NEPCO as

specified in Clause 5.2.2;
• "Safety Rules" means the rules and local safety instructions of NEPCO or the
"User" applicable to the Connection Site. that seek to ensure the safety of
personnel working in the Connection Site or in Plants and Apparatus included in
this Agreement;
• "Site Common Drawings" means the drawings related to the Connection Site
which provide layout and technical details on the equipment at the Connection
Site, as described in Clause 4.2 of Annex 6;
• "Site Responsibility Schedule" means the schedules allocating responsibilities

between the Parties at the Connection Site and prepared as established in the
Grid Code;
• "Special Automatic Facilities" means the facilities described in Clause I of

Annex 6;
• "System Emergency" means the condition in the Electricity System when, due
to the occurrence of one or more incidents, a part or the whole of the Electricity
System experiences excessive frequency deviations or transmission voltage
deviations, and in the opinion of the System Operator circumstances exist such
that: (a) the safety of the Transmission System is at risk; (b) the reliable
transmission of electricity is at risk; or (c) there exists a danger to life or
property as a consequence ofCa) or (b);
LONDON - 103588_04
• "System Operator " means the system operation licensee as defined in the
General Electricity Law;
• "Transmission Snbstation" means all and any part of NEPCO's Connection

Equipment which is housed in any land and buildings of NEPCO to
accommodate any part of NEPCO's Connection Equipment, including
communications and control equipment;
• "Transmission System" means the system of high voltage electric lines for the
purpose of transmission of electric power from a power station to a substation or
to another power station or between two sub-stations or to or from any external
interconnection, owned by NEPCO as Transmission Licensee;
• "Transmission User" means any power station or distribution system directly

connected to the Transmission System.
• "User Connection Equipment" means any structure, equipment, lines or

devices owned by the "User" and used or to be used to connect the "User" to
the Transmission System in the Connection Point;
• "User's Equipment" means the equipment owned by the "User" which IS

connected to the Transmission System at the Connection Point;
• "Water Authority of Jordan" as defined in the PPA.
• "Water Supplier" as defined in the PP A.
• "Water Supply Agreement" or "WSA" as defined in the PPA.
1.2. Interpretation
1.2.1. In this Agreement (including the Annexes), unless the context otherwise
specifies or requires, Article 2, including Article 2.9, of the PPA shall apply to the
interpretation of this Agreement.
1.3. Inconsistencies
1.3.1. In the event of any inconsistency between this Agreement and the General
Electricity Law, the General Electricity Law shall prevail to the extent of such
inconsistency
1.3.2. In the event of any inconsistency between this Agreement and the Grid Code,
the Grid Code shall prevail to the extent of such inconsistency.
1.3.3. In the event of any inconsistency between this Agreement and the Power
Purchase Agreement or the Implementation Agreement, the applicable provisions of the
Power Purchase Agreement or the Implementation Agreement shall prevail to the extent
of such inconsistency. For the avoidance of doubt, nothing in this Agreement shall limit
NEPCO's obligations pursuant to Article 12 of the PPA, and the User's execution and
LONDOX - !03588.04
performance of this Agreement shall not limit the User's rights to relief for a Change in
Law (as defined in the PPA) pursuant to the PPA or the IA.
2. COMMENCEMENT AND DURATION
2.1. Commencement date and duration
Except for the provisions of this Clause and Clauses 1,3,4.4,6.1,6.2,6.3,12,13,14,

15,17,18 and 19 (which shall commence and be effective upon the date of signature of
this Agreement), the term of this Agreement shall commence and be effective only upon
Financial Close (provided that this Agreement shall be effective upon satisfaction or
waiver of all conditions precedent other than the condition to achieve Financial Close if
the only condition precedent to Financial Close that is not satisfied or waived is that any
or all of this Agreement, the PP A, the lA, the LLA and the WSA is not in full force and
effect because Financial Close has not occurred) and unless terminated earlier in
accordance with the terms of this Agreement, shall terminate on the later of the date of
termination of the Implementation and the date on which the User's Equipment is
Disconnected from the Transmission System at the Connection Point. The termination
of this Agreement shall be without prejUdice to all rights and obligations of the Parties
accrued under this Agreement prior to the date of such termination.
3. VARIATIONS TO THIS AGREEMENT
3.1.1. NEPCO and the "User" shall make any variation to this Agreement required
by the ERC as a result of a change in law, or the Grid Code or to a Directive made
pursuant to the General Electricity Law that may apply from time to time. The Parties
shall effect such changes so as to ensure that this Agreement operates in a manner
which is consistent with the effect of the legislation in the power sector or Directive or
licence, or change in the Grid Code, provided that any such amendment will be of no
greater extent than is required by reason of the same. Such changes shall have effect
upon the date upon which the legislation and/or licence and/or Directive, or change in
the Grid Code is brought into force with such transitional arrangements as shall be
reasonable and as are in compliance with the legislation and/or licence and/or Directive
or change in the Grid Code.
3.1.2. If any variation proposed under 3.1.1 has not been agreed by the Parties within
ninety (90) days of it being proposed (the Parties acting as soon as reasonably
practicable), either Party may refer the matter to the ERC for determination and the
Parties agree to abide by and to effect the ERC's determination, subject to any rights
that either Party may have to appeal an ERC determination.
3.1.3. Subject to 3.1.1 and 3.1.2, no variation to this Agreement shall be effective
unless it is made in writing and signed by both Parties.
3.1.4. Any variation to this Agreement made pursuant to this Clause 3 shall be treated
as a Change in Law under the PP A and either Party shall be entitled to all rights
thereunder associated with a Change in Law unless mutually agreed by both parties.
LONDON ~ I0358fU)4
4. COMPLIANCE WITH GRID CODE
4.1. Obligation of NEPCO
NEPCO undertakes to construct, maintain and, when applicable, operate the

Transmission System and NEPCO's Connection Equipment at the Connection Point in
compliance with the Grid Code.
4.2. Obligation of the "User"
The "User" undertakes to construct, maintain and operate any User's Equipment, and
when applicable the Generation Facilities, connected to the Connection Point in
compliance with the Grid Code.
4.3. Non compliance with Grid Code
Each of the Parties undertakes to comply in all respects with the provisions of the Grid
Code to the extent that the same is applicable to it and acknowledges that any material
breach ofthe Grid Code shall be deemed to be a material breach of this Agreement.
4.4. Amendments to Grid Code
The Parties acknowledge and agree that the Grid Code may be amended from time to
time and that each Party is responsible for any costs and expenses that such Party may
be required to incur arising from such amendments and such Party's obligation to
comply with them.
Any variation to the Grid Code shall be treated as Change in Law under the PP A and
the "User" shall be entitled to all rights associated with Change in Law.
5. CONNECTION SITE AND NEPCO ASSETS
5.1. Intentionally left blank.
5.2. Specification of New Works
5.2.1. Connection Works to be carried out by NEPCO
The Connection Works of NEPCO are the works to be carried out by NEPCO
solely for the benefit of the "User" when making the Application, including an
application for a modification to an existing connection point, and are the works
necessary under this Agreement to make the connection from the Transmission
System to the User's Equipment at the Connection Point. The Connection Works
ofNEPCO are described in Annex 2.
5.2.2. Intentionally left blank.
5.2.3. NEPCO One-off Works
LONDON - 103588.Q4
NEPCO One-off Works are the new or modified works at Transmission Substations
remote from the Connection Point but made exclusively for the benefit of the "User".
These works are normally protection works on the remote ends of feeders from the
Connection Point that need to be modified by NEPCO to be compatible with the new
equipment at the Connection Point. The One-off Works are described in Annex 4. The
User will not bear additional cost for such One-off Works.
5.2.4. Construction Schedule
The construction schedule for carrying out the Connection Works of NEPCO,
Reinforcement Works and One-off Works is described in Annex 5.
5.3. Principles of Ownership and Access
5.3.1. The limits of ownership between NEPCO and the "User" shall be at the
following electrical boundaries:
a) in relation to Plant and Apparatus located between NEPCO's

Transmission System and a power station, the ownership boundary is at
the high voltage bushings of the power station step-up transformer
b) Any interface panel will be provided in accordance with PPA to

accommodate cables connecting the common points between NEPCO
and the User. All the cables should be provided by the User.
5.3.2. If any or part of any of NEPCO's Connection Equipment is located or is to be

located on the property of the "User",
(a) NEPCO shall have the right of access to the property of the
"User", such right to be exercised reasonably, for the purpose
of installing, testing, inspecting, maintaining, reading,
repairing, replacing, operating or removing any of NEPCO's
Connection Equipment and for any other purpose related to
this,
(b) provided, however, that such rights of access may not be
exercised in a manner that prevents the "User" from
performing its obligations under this Agreement, the PPA, the
Grid Code or its licence, when applicable.
5.3.3. Intentionally left blank
5.3.4. If any of User's Equipment IS to be located or IS located on property of

NEPCO,
a) The "User" will have the right of access to the Property of NEPCO
(such right to be exercised reasonably) for the purpose of installing.
testing, inspecting, maintaining. reading, repairing, replacing, operating
or removing any of the User's Equipment and for any other purpose
related to this;
LONDON - 103588,04
b) provided however that such rights of access may not be exercised in a
manner that prevents NEPCO from performing its obligation under this
Agreement or the Grid Code or its licence.
5.3.5. The right of access established in this Clause will, where or when appropriate,
be exercised as follows:
a) Except in the case of an emergency, the Party seeking access will give
the other Party reasonable advance notice that it will be exercising its
right of access and the purpose thereof;
b) The Party seeking access must comply with any reasonable procedures
specified from time to time by the other Party, including in particular the
Safety Rules of the latter, and shall ensure that the employees, agents and
subcontractors of the Party seeking access shall also comply with such
procedures and Safety Rules; and
c) The Party seeking access will cause as little inconvenience to the other
Party as is practicable.
5.4. Site Specific Technical Details
5.4.1. Special Automatic Facilities
NEPCO and the "User" shall operate their respective systems in accordance with the
schemes set out in Clause 1 of Annex 6.
5.4.2. Protection and Control Relay Settings I Fault Clearance Times
NEPCO and the "User" shall record the respective protection and control relay settings
and fault clearance times to be operated by each of them in documents and in the format
set out in Clause 2 of Annex 6, and shall operate them accordingly
5.4.3. Other Site Specific Technical details
The "User" shall ensure that throughout the duration of this Agreement the User's
Equipment complies with the connection conditions set out in the Grid Code and the
site specific technical conditions in the Connection Point set out in Clause 3 of Annex 6.
6. CARRYING OUT THE WORKS
6.1. Planning Data
Not later than twenty eight (28) days after the execution of this Agreement, or such a
longer period as the Parties may agree, the "User" shall provide NEPCO in the case of
a new connection the detailed Planning Data specified in the Grid Code or, in the case
of a modification to a connection, the changes to such Planning Data, if the "User" has
not provided such information to NEPCO prior to acceptance of this Agreement.
LONDON - 103588.04
NEPCO shall process the Application by User within ninety (90) days from the receipt
of the Application, provided all necessary information, Planning Data [and Government
license] are provided with the Application. The User shall furnish any additional data or
information reasonably requested by NEPCO that is necessary for conducting Grid
Impact Studies.
6.2. Liaison and Progress Reports
6.2.1. There shall be continuous liaison between the representatives of the Parties
throughout the period from execution of this Agreement until the Operational Date.
6.2.2. There shall be meetings between the Parties at least every month, or at any
other period agreed by the Parties, and each Party shall provide to the other progress
reports on a monthly basis detailing that Party's progress towards constructing and
providing the works for the connection and meeting its obligations. The first such report
shall be submitted within five (5) Business Days of expiry of the first month following
execution of this Agreement and further reports within five (5) Business Days of expiry
of each subsequent quarter.
6.2.3. The progress reports shall cover in reasonable detail, the relevant aspects of
progress towards obtaining the relevant Consents, design, construction, commissioning
and testing of the Connection Works and shall highlight actual or potential departures
from the Construction Programme. Where necessary, the progress reports shall state the
proposed measures to be taken by NEPCO or the "User" to overcome any departures
from programme.
6.2.4. When a delay to any of the key dates in the Construction Programme is
inevitable, the delayed Party shall advise the other Party of the delay and shall produce a
revised Construction Programme for review.
6.3. Consents
6.3.1. NEPCO and the "User" will proceed as soon as reasonably practicable
following the execution of this Agreement, with their respective applications for
Consents.
6.3.2. NEPCO shall use its best endeavours to obtain all necessary Consents as shall
be required by NEPCO for the purposes of carrying out the Connection Works and
Reinforcement Works that shall be necessary under this Agreement.
6.3.3. The "User" shall use its best endeavours to obtain all necessary Consents as
shall be required by the "User" for the purposes of carrying out its works that shall be
necessary under this Agreement.
6.3.4. Each Party shall give the other Party such advice and assistance as may
reasonably be required in the furtherance of these obligations; provided that the
provision of such assistance shall not result in a reallocation of costs or responsibilities
from those otherwise speci fied in this Agreement and in the PP A. Each Party shall
grant the other Party such wayleaves, easements, right of access as may required by the
other Party to fulfil its obligations under this Agreement and in all cases subject to
reasonable terms and conditions.
LO;\DON - 103588.04
6.3.5. NEPCO shall, if it has not already done so, within thirty (30) Business Days of
the commencement date of this Agreement, or other date agreed with the "User",
provide the "User" with preliminary drawings and specifications to facilitate the
"User" iu applying for Consents.
6.3.6. All dates specified in this Agreement are subject to NEPCO receiving such
Consents as may be necessary in accordance with the Construction Programme in
Annex 5. In the event that any of such Consents are not granted in time or are subject to
conditions that will delay the Connection Works, NEPCO shall be entitled to revise the
dates in the Construction Programme accordingly. For the avoidance of doubt, nothing
in this Clause relieves NEPCO or the "User" of their obligations specified in Article 12
of the PPA.
6.3.7. Each Party shall keep the other Party apprised (in reasonable detail) of its
progress towards completion of its obligations regarding the Consents necessary for
their Connection Works and NEPCO's One-off Works. Further, each Party shall,
without delay, notify the other Party on completion of their respective obligations in this
respect. List of required consents under this agreement are provided in Annex 14.
6.4. Construction Works ofNEPCO and User
6.4.1. Following receipt of all necessary planning Consents, NEPCO and the "User"
shall proceed as soon as reasonably practicable with their respective works in the
Construction Programme.
6.4.2. Each Party shall be entitled to contract or sub-contract the carrying out of their
respective works under this Agreement. However NEPCO and the "User" shall retain
the responsibility for carrying out their works in the Construction Programme under this
Agreement, including the works done by a contractor or sub-contractor, to a stage of
completion such that the works shall be capable of being commissioned in accordance
with the Construction Programme.
6.4.3. During the period of construction and at the times indicated and otherwise as
provided in the Construction Programme and the Commissioning Programme, NEPCO
shall allow the "User", its employees, agents, suppliers, contractors and subcontractors
necessary access to the Connection Site and the "User" shall allow NEPCO, their
employees, agents, suppliers, contractors and sub-contractors necessary access to its site
to enable each to carry out their respective works but not so as to disrupt or delay the
construction and completion of the other's works on the said sites or the operation of the
other's Plant and Apparatus located thereon, such access to be in accordance with any
reasonable procedures relating thereto made by the site owner or occupier.
6.4.4. Each Party shall, as soon as it is satisfied that the Connection Works have been
completed to the extent necessary to allow all the Commissioning Tests to be
performed, notify the other Party of their readiness to commence Commissioning Tests
specified in the agreed Commissioning Programme.
6.5. Commissioning
The Commissioning Programme shall occur pursuant to the relevant provisions of the
PPA.
LONDON !03588.04
6.6. Intentionally left blank.
7. AGREEMENT TO CONNECT
7.1. Operational Diagrams and Site Common Drawings
7.1.1. Not later than four (4) months prior to the expected commencement date of the
Commissioning Programme or by such other time as may be agreed between the
Parties, the "User" shall prepare, and submit to NEPCO, the Operational Diagrams and
Site Common Drawings for the Plant and Apparatus of the "User" at the Connection
Point as described in Clause 4 of Annex 6.
7.1.2. Following receipt of the Operational Diagrams and Site Common Drawings of
the "User", and not later than [fourteen (14) weeks] prior to the expected
Commissioning Programme commencement date or by such other time as may be
agreed between the Parties, NEPCO shall prepare and submit to the "User" the
Operational Diagrams and Site Common Drawings for the overall Connection Point
showing the Plant and Apparatus of both NEPCO and the "User" at the Connection
Site.
7.2. Technical Data
Not later than three (3) months prior to the expected commencement date of the
Parties:
a) each Party shall submit to the other data within its possession needed to
enable the completion of Annex 6 of this Agreement; and
b) the "User" shall submit to NEPCO evidence reasonably satisfactory to

NEPCO that the User's Equipment complies, or will comply on
completion of the Connection Works of the "User", with Clauses 1 to 3
of Annex 6 of this Agreement.
7.3. Site Responsibility Schednle
Not later than eight (8) weeks prior to the expected commencement date of the
Parties, each Party shall submit to the other:
a) for the Connection Site, information to enable preparation of Site

Responsibility Schedules complying with the provisions of the Grid
Code together with a list of managers who have been duly authorised by
the "User" to sign such Site Responsibility Schedules on behalf of the
"User";
b) written confirmation that the list of Safety Co-ordinators are authorised

and competent in accordance with the conditions in the Operation Code
of the Grid Code;
c) a list of the telephone numbers for the facsimile machines referred to in

the Connection Code of the Grid Code.
LONDON - 103588,04
7.4. Compliance Report
Not later than ten (10) weeks prior to the expected commencement date of the
Commissioning Programme, each Party shall submit to the other a statement of
readiness to complete the Commissioning Programme in respect of the Connection
Works. The statement submitted by the "User" shall in addition contain relevant
Planning Data and a report certifying to NEPCO that, to the best of the information,
knowledge and belief of the "User", all relevant connection conditions applicable to the
"User" have been considered and complied with. IfNEPCO considers it necessary, this
latter report shall include test reports and test certificates produced by the manufacturer
showing that the User's Equipment meets all the criteria specified in the Grid Code.
7.5. Energisation ! Become Operational
7.5.1. Prior to the initial connection and commencement of the Commissioning

Programme, NEPCO shall confirm that the compliance report prepared under Clause
7.4 is acceptable and that the User's Equipment is compliant with all aspects of the Grid
Code.
7.5.2. NEPCO shall coordinate with the System Operator to make the connection and
initial Energisation of the User's Equipment at the Connection Point during the course
of and in accordance with the agreed Commissioning Programme. Following
satisfactory completion of the Commissioning Programme, NEPCO shall inform the
"User" that the Connection Site has become operational.
7.5.3. As from the date of the initial connection (the "Connection Date") and for the
duration defined in this Agreement, on the terms and subject to the conditions set out in
this Agreement,
(a) NEPCO agrees to connect the User's Equipment to the
Transmission System at the Connection Point;
(b) NEPCO agrees to allow the User's Equipment to remam
connected and Energised at the Connection Point;
(c) The "User" shall keep the User's Equipment at the
Connection Point cOimected to the Transmission System until
Decommissioning or Disconnection is permitted pursuant to
this Agreement.
8. OPERATION AND MAINTENANCE
8.1. Operation of Connection Point
8.1.1. The "User" shall operate the User's Equipment in accordance with the Grid
Code and Prudent Utility Practices.
8.1.2. The Maximum Export Capacity and Maximum Import Capacity of the
Connection Point under this Agreement are specified in Annex 8. The "User" shall not
operate its equipment so as to exceed the maximum export or import capacity of the
Connection Point, except as expressly permitted by the Grid Code and as instructed by
the System Operator and agreed by NEPCO.
LONDON - 103588.04
8.2. Maintenance Practices
8.2.1. NEPCO shaH maintain, upgrade and expand the Transmission System in
accordance with its transmission licence, the Grid Code and Prudent Utility Practices.
8.2.2. For the duration of this Agreement, NEPCO shall use aH endeavours to
maintain and repair NEPCO's Connection Equipment in the condition necessary to
render it fit for the purpose of transferring the Maximum Export Capacity or Maximum
Import Capacity at the Connection Point.
8.2.3. For the duration of this Agreement, the "User" shall maintain the User's
Equipment in accordance with the Grid Code and Prudent Utility Practices.
8.2.4. Subject to the provisions in the Grid Code, each Party shaH be entitled to
Planned Outages of parts of its systems or equipments and carry out necessary
maintenance from time to time in co-ordination with the other Party and the System
Operator.
8.3. Emergency De-energisation
8.3.1. Subject to procedures and conditions established in the Grid Code, NEPCO
shaH have the right to request the System Operator to instruct the disconnection of the
User's Equipment and De-energise the Connection Point at any time if and to the extent
that NEPCO in its reasonable discretion considers necessary in any of the following
circumstances,
a) Forthwith, when required to prevent or remedy a System Emergency or a

condition affecting or likely to affect reliability or integrity of the
Transmission System, the system of the "User" or the User's Equipment
or other systems connected to the Transmission System;
b) Forthwith, on the occurrence of a Force Majeure if, acting in accordance

with Prudent Utility Practices, NEPCO considers that the circumstances
require it;
c) Forthwith, if, in the reasonable opinion of NEPCO and / or the System

Operator, the condition or manner of operation of the system of the
"User" or the User's Equipment poses an immediate threat of injury or
material damage to any person or to another user's system and/or to the
Transmission System, and the "User" does not remedy this condition
within a reasonable period specified by the System Operator and
NEPCO.
8.3.2. If, in the reasonable opmJOn of the "User", the condition or manner of
operation of the Transmission System poses an immediate threat of injury or material
damage to any person or system of the "User" or User's Equipment, the "User" shall
have the right to De-energise the User's Equipment if it is necessary or expedient to do
so to avoid the occurrence of such injury or damage, provided that the "User", when
reasonable and practical, shall give an advance notice to the System Operator.
8.3.3. If, in the reasonable opinion of NEPCO, the condition or manner of operation
of User's equipment poses an immediate threat of injury or material damage to any
LONDON - 103588,04
person or Transmission System or NEPCO's Equipment, and the "User" does not
remedy this condition within a reasonable period specified by the System Operator and
NEPCO, NEPCO shall have the right to disconnect the User's Equipment and
Facilities if it is necessary or expedient to do so to avoid the occurrence of such injury
or damage, provided that NEPCO, when reasonable and practical, shall give an advance
notice to the System Operator.
8.3.4. After the circumstances leading to any De-energisation have ceased to exist or
pursuant to Clause 14.2, as may be applicable, NEPCO in coordination with the
"User", shall request Re-energisation to the System Operator, and the System Operator
shall instruct the "User" to Re-energise the User's Equipment at the Connection Point
as quickly as possible and the System Operator in coordination with NEPCO shall Re-
energise NEPCO's Equipment as quickly as possible.
8.3.5. If NEPCO's Connection Equipment is De-energised pursuant to Clause

8.3.l(c) or Clause 14.2 and there was an immediate threat of injury or material damage
to any person or to another user's system and/or to the Transmission System, and the
"User" did not remedy this condition within a reasonable period specified by the
System Operator and NEPCO, the "User" shall pay to NEPCO, on demand, any
reasonable out-of-pocket costs (but, for the avoidance of doubt, no damages of any
kind, lost revenues or lost profits) incurred by NEPCO directly as a result of:
(a) De-energisation in accordance with this Agreement, and
(b) any subsequent Re-energisation in accordance with this
Agreement.
8.3.6. If NEPCO's Connection Equipment is De-energised pursuant to Clause,

8.3.l(a), Clause 8.3.I(b) as a result of a Force Majeure affecting the Transmission
System or NEPCO's equipment or Clause 8.3.2 1','EPCO shall pay to the "User", on
demand, any reasonable out-of-pocket costs (but, for the avoidance of doubt, no
damages of any kind, lost revenues or lost profits) incurred by the "User" directly as a
result of:
(a) De-energisation in accordance with this Agreement, and
(b) any subsequent Re-energisation in accordance with this
Agreement.
9. DECOMMISSIONING OR DISCONNECTION
9.1. Right to Decommission
9.1.1. The "User" shall give NEPCO not less than six (6) months written advance
notice of any intention of the "User" to Decommission the User's Equipment.
9.1.2. If the "User" gives a notice to Decommission in accordance to 9.1.1, the

"User" may, upon expiry of the period specified in such notice and not before,
Decommission the User's Equipment.
9.1.3. If and when the "User" wishes later to re-connect the User's Equipment, the
"User" shall give NEPCO not less than three (3) months written notice unless a shorter
period is agreed between the "User" and NEPCO.
LONDON - [03588.04
9.2. Right to Disconnect
9.2.1. The "User" shall give NEPCO not less than six (6) months advance written
notice of any intention ofthe "User" to Disconnect the User's Equipment.
9.2.2. If the "User" gives a notice to Disconnect in accordance to 9.2.1, the "User"
may, upon expiry of the period specified in such notice and not before, Disconnect the
User's Equipment. At the expiry of such period this Agreement shall terminate,
9.2.3. Within six (6) months of the date of such termination or such longer period as
may be agreed between the Parties, the Parties shall by arrangement with each other
remove any of User Connection Equipment and any of NEPCO's Connection
Equipment that are on the property of the other Party.
9.2.4 Notwithstanding anything to the contrary the User shall be entitled to Disconnect
the User's equipment pursuant to the termination provisions of the PP A.
9.3 Restriction on Right to Disconnect
9.3.1 Notwithstanding any provision herein, neither the User nor NEPCO shall
exercise its right, if any, to Disconnect the Facility, unless the Implementation
Agreement and the Power Purchase Agreements have been terminated pursuant to their
prOVISIOns.
10. SAFETY
Following the signing of this Agreement, NEPCO and the "User" shall each supply
each other from time to time with copies of their Safety Rules applicable to the
Connection Site. Each Party will comply with the relevant Safety Rules when working
on the other Party's site.
11. INTENTIONALLY LEFT BLANK
12. ASSIGNMENT
12.1.1. Article 21.11 of the PP A is incorporated herein by reference. The references to

"this Agreement" in that article shall be understood to mean this Agreement when
incorporated herein.
13. CONFIDENTIALITY
13.1.1. NEPCO and the "User" shall maintain the confidentiality of the information
and data it acquires in the course of the performance of this Agreements, where
applicable, and may not disclose such information to third parties (other than the ERC)
except when required by the law of Jordan or relevant Government authorities, or codes
approved by the ERC, or its licence conditions, or to the extent authorised by the other
Party.
LONDON· 103588.04
14. DEFAULT, DE-ENERGISATION FOR NON-COMPLIANCE AND
TERMINATION
14.1. Breach
14.1.1. If the "User" is in breach of any of the provisions of this Agreement or the
Grid Code then NEPCO shall, as soon as reasonably practicable after it becomes aware
of the breach, in good faith notify the "User" of the breach advising it whether in its
opinion the breach can be remedied and the timescale for the remedy and giving
sufficient details thereof to the "User" to enable it to assess the importance of the
breach.
14.1.3. If the NEPCO is in breach of any of the provisions of this Agreement or the
Grid Code then "User" shall, as soon as reasonably practicable after it becomes aware
of the breach, in good faith notify NEPCO of the breach advising it whether in its
opinion the breach can be remedied and the timescale for the remedy and giving
sufficient details thereof to NEPCO to enable it to assess the importance ofthe breach.
] 4.1.4. Intentionally left blank.
]4.2. De-energisation for Breach of Grid Code Standards
If the "User" fails to comply with the safety and reliability standards set out in the Grid
Code and it causes any immediate threat to the safety and stability of the Transmission
System then Clause 8.3.I(c) will be applicable.
14.3. Re-energisation
If, following any De-energisation pursuant to Clauses 14.2 or 8.3.I(c), the "User"
applies to NEPCO for the User's Equipment to be Re-energised and is refused or is
offered terms which the "User" does not accept, this shall be recognised as a Dispute
over the terms for connection to the Transmission System which the "User" may refer
to an Expert. If the "User" accepts any terms offered by NEPCO or settled by the
Expert pursuant to any such reference, NEPCO shall in coordination with the System
Operator Re-energise the User's Equipment forthwith after any request from the "User"
for NEPCO to do so.
14.4. Events of Default
14.4.1 The following events or circumstances shall be Events of Default by the "User";
provided, however, that none of such events shall constitute an Event of Default by the
"User" if such event (i) results from a breach or default by (A) NEPCO under this
Agreement or the PPA, (ii) the GOJ under the IA, the LLA or the Guarantee or (iii) the
Water Supplier under the WSA; or (ii) occurs as a result of or during a Force Majeure
pursuant to Clause 15:
(a) if a breach referred to Clause 14.2 has not been remedied at
the expiry of three (3) months after the date of such De-
Energisation and NEPCO by notice to the "User" declares
that such breach is an Event of Default; or
LONDON· 103588.04
(b) any material breach by the "User" of this Agreement (other
than any such breach referred to elsewhere in this Clause
14.4), that is not remedied within sixty (60) days after notice
from NEPCO to the "User" (which notice shall (i) state that a
material breach of this Agreement has occurred that could
result in the termination of this Agreement; (ii) identify the
material breach in question in reasonable detail; and (iii)
demand remedy thereof);
(c) the occurrence of a Project Company Event of Default under
the Power Purchase Agreement, the Implementation
Agreement, the Water Supply Agreement, the Land Lease
Agreement (as such term is defined in each of such
agreements respectively), which is not cured within the
applicable cure period (if any) provided for therein.
NEPCO shall deliver to the Lenders' agent ("Agent") (in accordance with the Lenders'
Direct Agreement) a copy of any notice given by it under this Clause 14.4.
14.4.2. The following events or circumstances shall be Events of Default by NEPCO;

provided, however, that none of such events shall constitute an Event of Default by
NEPCO if such event (i) results from a breach Of default by the "User" under this
Agreement or the PPA, the lA, the LLA or the WSA; or (ii) occurs as a result of a Force
Majeure pursuant to Clause 15:
(a) any material breach by NEPCO of this Agreement, that is
not remedied within sixty (60) days after notice from the
"User" to NEPCO (which notice shall (i) state that a
material breach of this Agreement has occurred that could
result in the termination of this Agreement; (ii) identify the
material breach in question in reasonable detail; and (iii)
demand remedy thereof).
14.5. Termination
14.5.1. Upon the occurrence of an Event of Default, the non-defaulting Party may,
subject to the Lenders' Direct Agreement, at its option, initiate termination of the
Agreement by delivering a notice (a "Notice of Intent to Terminate") of its intent to
terminate this Agreement to the defaulting Party and the Agent. The Notice ofIntent to
Terminate shall specify in reasonable detail the Event of Default giving rise to such
Notice ofIntent to Terminate.
14.5.2. Following the delivery of a Notice of Intent to Terminate, the Parties shall
consult for a period of up to sixty (60) days (or such longer period as the Parties may
mutually agree), as to what steps shall be taken with a view to mitigating the
consequences of the relevant Event of Default taking into account all of the
circumstances. During the period following the delivery of the Notice of Intent to
Terminate, the Party in default may continue to undertake efforts to cure the Event of
Default, and if the Event of Default is cured at any time prior to the delivery of a
Termination Notice in accordance with Clause 14.5.3 then the non-defaulting Party
shall have no right to terminate this Agreement in respect of such cured Event of
Default.
LONDON - 103588.04
14.5.3. Upon expiration of the consultation period described in Clause 14.5.2 and
unless the Parties shall have otherwise agreed or unless the Event of Default giving rise
to the Notice of Intent to Tenninate shall have been remedied, the Party having given
the Notice of Intent to Tenninate may, subject to the Lenders' Direct Agreement,
terminate this Agreement by delivery of a notice (a "Termination Notice") to the other
Party and the Agent, whereupon this Agreement shall immediately tenninate.
14.5.4. Notwithstanding anything to the contrary herein, NEPCO shall not be entitled
to tenninate this Agreement as a result of a breach or default of the "User" under the
PP A, the lA, the LLA or the WSA before NEPCO tenninates the PP A, the GOJ
tenninates the IA or the LLA or WAJ tenninates the WAS, respectively, as the case
maybe.
14.5.5. Once NEPCO has given a Tennination Notice to the "User":

(a) The System Operator or NEPCO on the instructions of the
System Operator, may give notice of De-energisation and
Disconnection to the "User", and shall Disconnect all the
User's Equipment at the Connection Point; and
(b) NEPCO and the "User" shall remove any of the User
Connection Equipment and any NEPCO's Connection
Equipment on the property of the other Party within six (6)
months of the date of tennination or such longer period as
may be agreed between the Parties or required by a competent
authority.
15. FORCE MAJEURE
Articles 17.1 (except for Article 17.1(e», 17.2, 17.3 and 17.5, along with the defined
tenns used therein, of the PP A are incorporated herein by reference and all references
therein to "this Agreement" shall be understood to mean thi s Agreement.
16. INSURANCES
The "User" shall maintain all insurance policies required by the Implementation
Agreement or the Power Purchase Agreement. NEPCO shall maintain the insurance set
forth in Annex 9.
17. DISPUTE RESOLUTION
17.1. Dispute Resolution
The provisions of Article 18, along with the defined tenns used therein, of the PP A are
incorporated herein by reference and all references to "this Agreement" therein shall be
understood to mean this Agreement except that in Article 18.3(d) the phrase "the PP A,"
shall be added immediately before the phrase "the IA".
17.2. Performance to Continue Duriug Dispute
Perfonnance of this Agreement shall continue during arbitration proceedings pursuant

to Clause 17. No payment due or payable by NEPCO or the "User" shall be withheld
LO:-..'DON - 103588.04
on account of a pending reference to arbitration or other dispute resolution mechanism
except to the extent that such payment is the subject of such dispute. Neither the "User"
nor NEPCO shall exercise any other remedies under this Agreement arising by virtue of
the matters in dispute.
18. NOTICES
Save as otherwise expressly provided in this Agreement, any notice or other

communication to be given by a Party to another Party under, or in connection with the
matters contemplated by this Agreement shall be in English and in writing and shall be
reputable international express courier, sent by facsimile or sent by registered mail.
Any notice or communication by facsimile shall be confirmed by sending a copy of the
san1e by personal delivery or registered mail, but the failure to so confirm shall not void
or invalidate the original notice if it is in fact received by the Party to which it is
addressed. The addresses for service of the Parties and their respective facsimile
numbers are:
(a) For NEPCO:
Address: Zahran Street, 7th Circle, Amman, Jordan
Facsimile:
(b) For the "User":
Attention: Executive Plant Manager
Address: 20th Floor, Al BUlj Building, Jabal Amman, 3rd Circle, P.O. Box
3099, Amman 11181, Jordan
Telephone: +962 6 465 1626
Facsimile: +962 6 465 1579
Or such other addresses and facsimile numbers as either Party may have notified to the
other Party in accordance with this Clause 18.
LONDO!'l - 103588.04
19. MISCELLANEOUS PROVISIONS
The provisions of Articles 21.1, 21.2, 21.3, 21.4, 21.5, 21.9, 21.10, 21.12, 21.14 and
21.15, along with the defined terms used therein, of the PPA are incorporated herein by
reference and all references to "this Agreement" therein shall be understood to mean
this Agreement.
Name:
Title:
Witnessed by:
Name:
Title:
AES JORDAN PSC
Name:
Title:
Witnessed by:
Name:
Title:
LONDON - 103588.04
ANNEX 1: CONNECTION SITE AND TRANSMISSION CONNECTION
EQUIPMENT
1. DATA
1.1 Identification Of Company

Name of company AES Jordan PSC
Representative Operations Manager
Address Jordan -Amman 3rd circuile Burj building

Phone 00962 6 4651626
Fax 00962 06 4651579
2. CONNECTION SITE AND CONNECTION POINT

-Connection point ;- BV bnshings of generator transformer (the
bushing and surge arrestor are the responsibility of nser)
-Location AI-Manakher Amman East
-Site operational diagram [shall be provided after detailed

Engineering]
-Site responsibility schedule, describing the limits of responsibility in
relation to control, operation, and maintenance of equipment.
3 CONNECTION EQUIPMENT
3.1- NEPCO CONNECTION EQUEPMENT
-Transmission substation (Amman East 400kv SIS comprising all S.G up to

the HV transmission lines the BIB, CB's, DS's, EIS's, OH's connection up
to the GT HV bushing. The protection gear and the SCADA systems.)
IW()5U]]].J}Standard Transmission Connection Agreement July _ I h , 2006 Page 2

-------------------------------
-Type of assets 400KV SIS
3.2-USER CONNECTION EQUIPMENT
-Type ofassests power plant-combine cycle

All the generators, turbines, generators transformers
The surge arresters up to the OT HV bushing the following data should be
provided.
Description of generatation facilities (to be provided later-as built data
will be filled)
a) prime mover/energy converter type (two gas turbine and

one steam turbine -combine syc/e)
b) generating unit type -V94.2 Ansaldo OTO. STO later
c) generating unit rating and nominal voltage (kVA @power
factor & V) (for GTG)158MYA,0.85,15. 7kv) for STG shall
be provided later.
d) generating unit rated power factor 0.85 lagging 0.95 leading
e) economic capacity sent out (kW)-for simple syc/e 123.636 X
2 for combine cycle 369.7
1) maximum continues rating generation (MCR) and minimum
generation capability sent out (kW)- Shall be provided later
after detailed Engineering
g) reactive power capability (both leading and lagging) at the
lower voltage terminals of the generator transformers for
MCR generation, economic capacity and minimum loading
71 MVA for GTG and 80 MY AR for STG.
h) maximum auxiliary demand in Kw and Kvar- Shall be
provided later after detailed engineering
i) inertia constant (kW sec!kVA)- Shall be provided later
after detailed engineering
j) stator resistance- Shall be provided later
IW(;54nJ~_I}Standard Transmission Connection Agreement July _ I h , 2006 Page 3

k) short circuit ratio- 0.58 for GTG and STG
I) direct-axis transient reactance and time constant- Shall be

provided later after detailed engineering
m) direct-axis sub- transient reactance and time constant- Shall
be provided later after detailed engineering
n) generator transformers rated kVA, positive sequence

reactance and tap change rate- for GTG 1111148MVA,+-
10%,1.25, Z=12.5% and for STG 124.51166MVA +-
10%,1.25, Z=12.5%
0) generating unit capability chart- yes as per dossan proposal.
p) exciter and stabilizer-~

q) black start capability -Yes through DG 2x2.6MW
r) de-clutchable capability- NA
s) multi-shifting capability- NA
t) AGe capability-~
u) Supervisory control -~
The following data should be provided

A) maximum 3 phase short circuit infeed from generator unit.-
Shall be provided later after detailed engineering
B) Minimum zero sequence impedance.- Shall be provided
later after detailed engineering
C) Details of equivalent lumped network susceptance of the
user system at normal frequency- Shall be provided later after
detailed engineering
D) Single Line Diagram should be provided- preliminary SLD
is provided.
{W054IJJJ.JjSrandard Transmission Connection Agreement July _ I h , 2006 Page 4

LONDON - 108701.02
PROTECTION DATA
a) a fuJI description, including estimated settings based on

clearance times given in CC5 (GRID CODE), for all relays
and protection systems installed or to be installed on the
user system-Shall be provided later after detailed
engineering
b) intentionally left blank
c) a full description, including estimated settings, for all relays
and protection systems installed or to be installed on the
generating unit, generating unit transformer, station
transformers and their associated connections Shall be
provided later after detailed engineering.
d) for generating units having (or intending to have) a circuit
breaker on the circuit leading to the generator terminals, at
the same voltage, clearance times for electrical faults within
the generating unit zone shall be provided later after
e) the most probable fault clearance time for electrical faults on
the user system-shall be provided later after detailed
engineering
Generating Unit Parameters
(a) rated terminal voltage (kV)-)for GTG)l5.7Kv
(b) rated MVA- (for GTG) 158

(c) rated MW-(for GTG) 134.3
(d) minimum stable generation (MW)- shall be provided
(e) short circuit ratio- 0.58
(WaJ4Wl.JJSta1Idard Transmission Connection Agreement July _'It, 2006 Page 5

(f) minimum direct axis reactance (synchronous, transient,
and sub transient)- shall be provided later after detailed
engineering
(g) minimum quadrature axis reactance (synchronous,

transient, and sub transient)- shall be provided later after
detailed engineering after detailed engineering
(h) direct axis open circuit and short circuit time constants
(transient and sub transient)- shall be. provided later after
detailed engineering after detailed engineering
(i) quadrature axis open circuit and short circuit time

constants (transient and sub transient)- shall be provided
U) stator time constant - shall be provided later after

(k) stator resistance- shall be provided later after detailed

engineering
(I) stator leakage reactance- shall be provided later after
(m) (m)inertia constant (MwseclMVA)- shall be provided
(n) (n)rated field current- shall be provided late after

(0) (0) field current (A) open circuit saturation curve for voltages at
the generator tenninals ranged from 50% to 120% of rated value in
10% steps as derived from appropriate manufactures test certificates.-
shall be provided later after detailed engineering
1. PARAMETERS FOR GENERATOR UNIT TRANSFORMERS
{WOJW!l.f}Slandard Transmission ConnectiOlI Agreement July _ l A , 2006 Page 6

----------------------------
(a) rated MVA 124.S/166MVA for STG ,1111148MVA for

GTG
(b) voltage ratio(for GTG) 420kv/15.7Kv,for STG
420Kv/geaerator voltage.
(c) positive sequence reactance (at max,min and nominal
tap)- shall be provided later after detailed
engineering
(dLpositive sequence resistance (at max, min and nominal
tap)- shall be provided later after detailed engineering
(e) zero phase sequence reactance- shall be provided later
(f) tap changer range -8 1.25,+8 1.25
(g) tap changer step size 1.25 %

(h) tap changer type: on load or off circuit-on load tap
changer
(i) earthing arrangement- solidly ground
POWER STATION TRANSFORMER PARAMETERS
(a) rated MVA 16/20MVA

(b) voltage ratio 15.7/6.9kv
(c) zero sequence reactance as seen from the higher voltage

side- shall be provided later
EXCITATION CONTROL SYSTEM PARAMETERS
(a) DC gain of excitation loop- shall be provided later

(b) Rated field voltage- 224vdc for GTG atl05c
IWIJJ(} w.I)Slatward Transmission Connection Agreement July _'II, 2006 Page 7

(c) Minimum field voltage- shall be provided later after
(d) Maximum field voltage- shall be provided later after

(e) Maximum rate of change of field voltage(rising)-~

be provided later after detailed engineering
(f) Minimum rate of change of field voltage (falling)-

(g) Details of excitation loop described in block diagram

from showing transfer functions- shall be provided
(h) Dynamic characteristics of over- excitation limiter-
shaH be provided later after detailed engineering
(i) Dynamic characteristics of under- excitation limiter-

Governor Parameters -Non Reheat Steam And Gas Turbine Units
( will provided later)
a. governor average gain
b. speeder motor setting raoge
c. time constant steam or fuel governor valve
d. governor valve opening limits
e. time valve rate limits
f. time constant ofturbine ;and
g. governor block diagram
{II'OHJ:m.I/Standard Transmission Conneclion Agreement JUly_lh, 2006 Page 8

ANNEX 2: NEPCO WORKS AT CONNECTION POINT
Nepco will construct the 400 kV S/S which includes an outdoor switchgear comprising of
400 kV busbars, SF6 circuit breakers, disconnectors, cutrent and voltage transfotmers,
protection equipment, communication equipment, control equipment for local and remote
operation. The connection of the 400 kV OHL with the grid and up to the generator
transformer HV bushing.
An interface panel will be provided by the usre.at NEPCO and the user will be connected,
all the cabling from the power station to the panel is the power station responsibility.1be
civil activity works inside 400kv s/s is NEPCO responsibility.
Single Line Digram and Layout Diagram arc attached
{WOUI::1U1Standard Transmission Connection Agreemem July _I", 1006 Page 9

{W()HI.'UJ/Standard Transmission Connection Agreemenl July __'it, 2006 Page 10
ANNEX 4: NEPCO ONE-OFF WORKS
(WILL BE PROVIDED LATER BY NEPCO)
fiJ.vmnJ.I;Sralldard TrQltsmission Connection Agreement July _ril, 2006 Page / I

· ----~.--.------.-----------------------
ANNEX 5: CONSTRUCTION PROGRAMME
(SHALL BE PROVIDED BY NEPCO LATER)
This Annex describes the construction schedule for Connection Works, Reinforcement
Works and One--offWorks.
/UTI.UlJl},ijStandard Transmission C-onnection Agreement July _ t h , 2006 Page I}

ANNEX 6: SITE SPECIFIC TECHNICAL DETAILS
1. SPECIAL AUTOMATIC FACILITIES
The following describes the details of any Special Automatic Facilities:
Transmission System to Generating Unit Intertripping schemes provided
Transmission System to Demand, Intertripping schemes provided
Auto Open/Close schemes provided
2. PROTECTION AND CONTROL
o A complete and comprehensive protection system should be provided for the

generators, Generator transformers, unit auxiliary transformer, auxiliary
equipment, swithchgear, and the station electrical distribution systems.-shall
be provided later
o The protective relay settings for all the major equipment shall be
coordinated with NEPCO-shall be provided later after
o The recommended setting shall not only include those normally
available on the front of a relay but also the positions/settings of
any internal links, plugs, etc not normally adjusted after
installation. These setting shall be applied to the equipment prior
to performing the commissioning tests.-shall be provided later
o On the occurrence of a fault on the power system network high
speed discriminating protection systems shall rapidly detect the
fault and initiate the opening of only those circuit breakers which
are necessary to disconnect the faulted electrical element from the
network. Protection equipment associated with adjacent electrical
elements may detect the fault, but must be able to discriminate
between an external fault and a fault on the electrical element
which it is designed to protect.shall be provided later after
o Fault clearance time (from fault initiation to arc extinction) shall
not exceed the following:-shall be provided late after detailed
engineering
{WM4W:.flStandard Transmission C,onneclion Agreement JU/y_lh, 2006 Page 13

Generators and transformer faults 80 m sec
Breaker failure with direct transfer tripping 300 msec
3. OTHER SITE SPECIF}CTECHNICALI)ETAILS
3.1. Protection of Interconnecting Connection
NEPCO shall design the protection scheme for the interconnecting connections at the
Connection Site after the Construction Programme has commenced. NEPCO shall
provide the following protective relays to protect the interconnection between power
station and the substation:
o High impedance 3 PH differential relay as main protection.
o 3 PH Over Current & Earth fault relay as back up protection.
In order to provide the required dependability and setting, the "User" shall be required
to install relays and auxiliary components for the "User" circuits that are compatible
with those used by NEPCO.
The "User" shall:
a) Provide per circuit equipment specified below:
A. Generator Transformer
87GT Overall Differential-provided
63G/30G/49G Buchholz, Winding/oil Temperature-provided
64GT HV Restricted Earth Fault-provided
51GT HV Back-up Over current-provided
51NGT HV Back-up Earth Fault-provided
B. Unit Auxiliary Transformer
87UAT Transformer Differential-provided
63U/30U/491U Buchholz, Winding/Oil Temperature-provided
51NUAT Back-uplEarth Fault (LV Side)-provided
SIUAT HV Back-up Overcurrent-provided
64UAT Restricted Earth Fault (LV Side)-provided
C. LV Transformers
(WO.Wl!lI}Standaro Transmission Connection Agreement July_rI!.2006 Page 14

..... ~.. - .•. -------------
50/51 HV Over current with High Set Inst. Unit-

provided
50N Definite Time Earth Fault-provided
49 Winding Temperature'provided
63/30 Buchholz and Oil Temperature -provided
51/51N LV Over current I Earth Fault-provided
D. 6.6 K Volts Motor
49 Thermal Overload -provided
50 Phase Fault -provided
46 Unbalance (Negative Sequence) provided
50L Locked Rotor -provided
SON Earth Fault with Core Balance C.T -provided
87 Differential Protection for Motors ( above 2

MW).-provided
b) Provide AC and DC buswiring specified below:
o 3 Phase (AC) current to supply high impedance relay at substation

side, will be provided after detailed engineering
o the CT characteristics required for this application should be matched with

specification ofCT at substation side (class,burden, turns ratio, knee point).
o Inter trip wires (DC) to complete protection schemes, with any

necessary auxiliary lockout relays, test switches ,indication
lamps .... etc will be provided after detailed engineering
o Any buswires required for signalling, interfacing, interlocking

should be supplied. will be provided after detailed
engineering
c) The protection interface between power plant and 400KV substation will be
through a interface panel to be located in the relay equipment room adjacent to
the central control room for power plant. This interface panel and all cabling
between the relay panels for power plant and the interface panel should be
supplied and installed by the "User". Cabling between the interface panel and
400KV substation will be supplied and installed by NEPCO.
(womnJ.J}Slandard TransmisSion Connection Agreement July _11,. 2006 Page 15

3.2. Synchronizing equipment (provided for 15kv CB).
1- The "User" shall provid the check synchronising equipment at

generation side to enable a check synchronism between the incoming
voltage (Generator Voltage side) and running voltage (NEPCO Busbar
Voltage) fofmanual artdaulomatic check synchrinisirig.-
2- Check synchronising facility should measure the following parameters

for the incoming and running voltages:
3. Phase angel difference.
b. Rate of change of phase (slip).
c. Voltage magnitude difference.
d. Frequency di fference.
3.3. Pole Slipping- -provided
If the "User" is a Power Producer and where system requirements require it, the "User"
shall install pole slipping protection complying with the appropriate criteria to insure
very fast tripping as the following:
- The scheme recommended for generator loss of synchronism protection is the

scheme that utilizes impedance measuring units and logic circuitry to evaluate the
progressive change in impedance as would occur during a loss of synchronism
and to initiate tripping when the angle between generator and system voltages in
90 degrees or less.
- Switching at this angle (90 degrees or less) is generally recommended in order to

minimize the duty on the circuit breaker(s).
- When properly applied, this scheme is to be capable of initiating tripping during

the first half slip cycle of a loss of synchronism condition. Since a loss of
synchronism is essentially a balanced three-phase phenomenon, the relay units
used in this scheme may be single phase devices.
{/f'OJ411::.l}Standard Transmission Connection Agreement JUly_lA, 2006 Page 16

--------------------------
3.4. Control Telepbony-
3.5. 3.4.1. Eacb party (NEPCO, "User") sball design, install and operate
a communications system for Its site. The communications systems
between botl! pal1les should b~cj)J)uecteQ together by telephony and
dllta chai'lnels t6enahlethe responsibleengilieer or opetator of tbe
"User" tocommunicaie with tbe System Operator;s control engineers
in tbe NatiOnal Control Centre. NEI'CO proposed diagram for
communication eqnipment is attached (Annex!Q)
3.4.2. The methods by which the responsible engineer or operator of the "User" shall
communicate with the System Operator's control engineers in the National Control
Centre, are the following:
• In nonnal operating conditions
NEPCO telephony system plus hOllines
Mobile telephony system
External (PTT, Land Telephony System)
• Tn emergency operating conditions
NEPCO telephony system plus hot lines
Mobile telephony system
External (PTT, Land Telephony System)
4. DRAWING REQUIREMENTS
4.1. Operational Diagrams-shall be provided later
An Operational Diagram shall be prepared for the Connection Site. The Operational
Diagram shall include all high voltage Apparatus and the connections to all external
circuits and incorporate numbering, nomenclature and labelling, as set out in Operation
Code of the Grid Code. The nomenclature used shall confonn to that used on the
Connection Site and circuit. The Operational Diagram (and the list of technical details)
is intended to provide an accurate record of the layout and circuit interconnections,
ratings and numbering and nomenclature of high voltage Apparatus and related Plant.
nHU';I1J.',I)Standaro Transmissiofl Connection Agreement July _Ih, 2006 Page 17

5. SITE COMMON DRAWINGS-SHALL BE PROVIDED LATER
AFTER DETAILED ENGINEERING
Site Common Drawings will be prepared for the Conneetion Site and will include
Connection Site layout drawings, eleetrical layout drawings, common protection/control
drawings and common services drawings.
5.1. Site Responsibility Schedule-shall be provided later after detailed

engineering.
In order to infonn site operational stafT and NEPCO control engineers of agreed
responsibilities for Plant and/or Apparatus at the operational interface. a Site
Responsibility Schedule shall be produced for NEPCO and the "User" with whom they
interface in accordance with the Connection Conditions of the Grid Code.
Annex 7: intentionallv left blank
ANNEX 8: MAXIMUM CONNECTION CAPACITY
FOR A POWER STATION
Company:AES Jordan PSC
Power Station name:Amman East Power Proiect
Maximum Import Capacity (MW)-shall be provided later after detailed engineering.
Maximum Export Capacity (MW)-shall be provided later
Generating Unit
Unit I shall be provided later
Unit 2 shall be provided later
{WOS-I11:!,J. "Standard Transmission ConncctiOfI Agreement July _If>, 2006 Page 18

~~ -----------------------
ANNEX 9: -INSURANCES
1. BY NEPCO SHALL BE PROVI))E)) LAtER
2 by user as per l'PA
{WOm211.IjStandard Transmission Connection Agreement JuJy_lh, 1006 Page 19

ANNEX 10: COMMUNICATION EQUIPMENT
Anw&x-l (1)
AmmanE4$t
CammufllCblion
SysJems
--- "'"
{JI'M.-,.:m_f}Standard Transmission Connection Agreement July __ lh, 2006 Page 10

ANNEX II INTENTIONALLY LEFT BLANK.
ANNEX 12:
THE REQUIREMENTS OF CONTROL SUPERVISION & TELEMETERING
FOR POWER STATION
NEPCO
NATIONAL CONTROL CENTRE
Gas Turbines'
The following signals are required from each generator

a- 15 Kv Circuit breaker status opened / closed
b- Gen / Turbine trip
c- GT urgent alarm
d- GT non urgent alarm
e- Generated MW
f- Generated MVAr
g- Generated K v
h- Generator MW Raise I Lower commands
i- Generator MV Ar Raise / Lower commands
J- Generator Start I Stop commands
k- Generator net MW and MV Ar
Steam Turbine
a- 15 K v Circuit breaker status opened! closed
b- Gen / Turbine trip
c- GT urgent alarm
d- GT non urgent alarm
e- Generated MW
f- Generated MV Ar
g- Generated Kv
{WOJ.f/!:nJISlandard Transmission Connection Agreement July_lit, 2006 Page2!

h- Generator net MW and MVAr
The plant
1- Plant total generated MW
2- Plant total generated MYAr
AGC-
a- GIl Supervisory control on
b- GT2 Supervisory control on
c- Each unit Supervisory control on
d- GIl MW commands Raise I Lower
e- GT MW commands Raise I Lower
f- It is to be noted that the control to Raise or Lower the load of the plant will be
the same either it is running in simple cycle mode or in combined cycle mode, i.e. in
simple cycle mode the commands will go to the GT directly, while in combine cycle
the same commands will go through the DCS.
g- All necessary indications to allow the AGC function to operate properly.
The transducers to provide these measured values shall be red from the VI's and CI's
and provides an output of (0 - 10 rnA de) for MW &Kv and (-5-+5rna de) Mvar
All alarm & position indication signals shall be provided through free
voltage contact.
The Q,lleratigg voltage for the interposing relays for the controls is
SQVDC supplied from the RTU.The impedance ofthase relays shall
be the same. and be agreed on with NEPCQ NCC control department
Wltt
{WOj4!JJ2,I}Standard Transmissiol/ Connection Agreement July_tit, 2006 Pagel2

ANNEX 13: OPERATING RESERVE AND FREQUENCY SENSITIVITY
(TO FILLED AS PER GRIDE CODE ....oPERATING CODE NO.3.)
Not:- ISO is resAAosible togivS glspach instructions. tg the. the User, the User
shall have all his rights as per PPA.
Primary Response Characteristics
The Primary Response Characteristic shall be given for each Generation Unit for
various generator loading conditions as defined in Table A.I:
Generation Unit
'I~
Unit Loading TPRC SSPRC TPRC SSPRC
: :': :-:
(%) (p.u.) (1. .. 15) (15 ... 30)
(I *) 1
....
70 1
....
80 1
....
fwow:mJjStandard Transmission Connection Agreement July _ I I I , 2006 Page 23

95 1
3
4
....
Table AI: Primary Response Characteristic for each generation unit (1 *)

Minimum Generation (MW).
IWO.I~I1):.I}Stalldard Transmission Connection Agreement July __/", 2006 PageU

Primary Controller Droop Characteristic and Dead Baud
The Primary CoMrolJer Droop (;ha~acteristica"d Dell" Band shall given for each
Generation Unit for various generator loading conditions as defined in Table A2:
Generation Unit
Unit Loading 50. 60. 70. 80 90. 100.

(%)
Droop (.)
(%)
Table A2: Primary Controller Droop Characteristic for generation unit (*) Load-
Related Primary Control Droop
Primary Controller Dead Band
The Primary Controller Dead Band should be defined Table A3:
Generation Unit
Actual Setting (mUz)! (p.u)'·
Minimum Setting (mHz)
Maximum Setting (mUz)
Table A3: Primary Controller Dead Band for each generation unit (*) Load-
Related Controller Dead Band according to average droop
{l'IosJ}:::!.J}SJandard Transmission Connect jon Agreement July _,I" 2006 PagelS

Annex 14 consenst
Shall be provided later
{WOWIJ],J)Standard Transmission Connection Agreement JUly __'h, 2006 Page 26

SCHEDULE 4
COMMISSIONING AND TESTING
1. GENERAL
The Project Company shall be responsible for achieving Mechanical Completion of

the Facility and the Commercial Operation Tests. The Lenders, NEPCO and GOJ
(and their respective nominees and authorized representative) sball be permitted to
bave personnel at the Site to observe and verify all procedures and tests performed by
the Project Company, tbe Contractors and tbeir sub-contractors or suppliers. The
Project Company sball provide NEPCO witb prior written notice of the expected
commencement of the tests and concurrently submit tbe test procedures, which shall
be in accordance with the System Grid Code and Connection Agreement, to NEPCO
for review and comment. All tests, forms, procedures and results of the interface and
schemes between NEPCO and the Project Company for all tests, including the tests
itemized below, shall be accepted and agreed in writing by both Parties. The
"Commercial Operation Tests" shall consist of the following tests set out below:
• Tests prior to synchronization;

• Functional tests;
• Commercial Operation Tests
• Reliability Test (including the Dependable Capacity Test
to establish the Initial Dependable Capacity);
2. TESTS PRIOR TO SYNCHRONIZATION
2.1 Scope
Tests prior to synchronization shall be consist of the following, taking into

consideration that all interface tests, forms, procedures and results of the interface
equipment and schemes shall be accepted and agreed in writing by both Parties:
a. Control and operational checks of the protective

devices that interface with the Grid System including:
current transformers, voltage transformers,
control AC, DC cables
connections and phasing;
trip and close sequences
response and tripping characteristics and
seitings;
interlocks and inter tripping;
Page $4.1
AEPP PPA 060.3 June 2005

LONDON. 103584.03
alarms and data logging;
uninterruptible power supplies including
batterieS and chargers; and
auxiliary and ancillary systems;
secondary and primary injections of protective

relays, CTs, PTs
stability and sensitivity tests.
b. Checks to verify that the Facility can accept and deliver

electrical power to the Grid System.
c. Synchronizing equipment and instrumentation checks.
d. Automatic voltage regulator and governor setting

checks.
e. Automatic generator control system response checks.
f. Power tari ff metering system setting checks.
g. Generator and transformer protection system checks.
h. Gas and Back-Up Fuel metering systems setting checks.
1. On-line gas analyzer checks.
j. Control system checks and tests, including the

distributed control system and SCADA system interface
checks.
k. emergency diesel generator;
2.2 Readiness for Initial Synchronization and Functional Tests
The Project Company shall notify NEPCO in writing of its proposed initial
synchronization date not later than one hundred eighty (180) Days prior to
such proposed initial synchronisation date. The Project Company shall have
the right to postpone such date with at least two (2) weeks advance notice to
NEPCO. The Project Company in consultation with NEPCO shall agree on
the actual initial synchronization date.
The Project Company shall provide relay settings for transmittal to NEPCO,
and for review and inspection, not later than one hundred fifty (150) Days
Page 54-2
AE:PF> PPA 0003 June 2005

LONDON. l<)3SS4.01
prior to the proposed initial synchronization date for the Facility. If these are
not acceptable to NEPCO, the Project Company agrees to comply with any
request made by NEPCO io provide acceptable relay settings prior to the
initial synchronization date.
Notwithstanding anything in this Agreement to the contrary, the Facility shall

be considered to be for ready for initial synchronization with the Grid System
when the following conditions have been met in accordance with the
provisions hereof, taking into consideration that all interface tests, forms,
procedures and results of the interface equipment and schemes shall be
accepted and agreed in writing by both Parties:
a. Each unit, system, and component of the
Facility has achieved Mechanical Completion;
b. The tests prior to synchronization set out above
have been satisfactorily completed; and
c. The relay settings have been agreed upon with
NEPCO.
When the Project Company considers that the Facility has completed the tests
prior to synchronization set out above and achieved readiness for initial
synchronization and functional testing, it shall provide a written report and
notice thereof to NEPCO and shall, with the concurrence ofNEPCO, confirm
the date of initial synchronization. If the Facility fails to achieve the
requirements of the tests prior to synchronization, repeat tests shall appJy,
subject to the limitations thereon set out in the PPA.
3. FUNCTIONAL TESTS
3.1 Scope
Functional tests shall be carried out following the initial synchronization of

the combustion turbine and steam turbine (if applicable) units and shall be
consists of the following, taking into consideration that alJ interface tests,
forms, procedures and results of the interface equipment and schemes shall be
accepted and agreed in writing by both Parties:
a. Tests to check the control and data acquisition
systems, including the distributed control
system and the fuel demand subsystem.
b. Testing of electrical protection systems, circuits,

interlocks, relays, current transformers and
instruments and other devices to demonstrate
proper operation and stability.
Page S4-3

LOt\I)().-'; - JOHS4.0J
c. Testing of mechanical protection devices, and
over speed equipment, to demonstrate proper
operation at the specified settings. Turbine
speed governors shall be checked for proper
operation Over its range with the droop
adjustable from between 4% and 6% for Gas
Turbine and 3% and 5% for Steam Turbine.
d. Power train tests and measurements as follows:
testing of automatic voltage regulator

operation from zero to maximum load at
the specified load factor;
tests to demonstrate that the Facility can
operate over the specified ranges of
voltage, frequency and power factor;
operate in a stable manner at 25% of
rated load while the power equipment of
the Facility remains in a stable
condition;
tests to demonstrate that the Facility
start-up times are within contractual
limits;
sustain a full load rejection without trip,
that the steam bypass system operates in
accordance with design requirements
and that island operation is sustained;
accommodate step load changes as per
ramp rate specified in schedule 2
between the load 0-100 % of the plant.
The Facility shall also demonstrate the
capability of withstanding sudden loss of
demand of 10% of gross rated output
from any load over the range of 40% to
100%. During any of these tests the
Page S4-4

LONDON - 103384,0)
Facility must not trip and must otherwise
remain in a safe condition.
When the Project Company considers that the Facility has completed the
functional tests set out above and that the Facility is ready for performance
testing, the Project Company shall provide a written notice thereof to NEPCO
who shall confirm the date of commencement of performance testing. If the
Facility fails to achieve the requirements of the functional tests, repeat tests
shall apply, subject to the limitations thereon set out in the PPA.
4. RELIABILITY AND DEPENDABLE CAPACITY TESTS
4.1 General
The Facility reliahility and Dependahle Capacity tests shall he conducted in

accordance with the requirements of the appropriate ANSVASMEIISO
Performance Test Codes, such as:
a. PTC 6: Steam Turbines
b. PTC 4.4: Gas Turbine Heat Recovery Steam Generators
c. PTC 22 or ISO 2314:Gas Turbine Power Plants
d. PTC 46: Overall Plant Performance
The Project Company and NEPCO shall agree upon correction for additional
performance degradation in the event that any gas turbine has experienced
more than 100 equivalent operating hours due to NEPCO prior to performance
testing for Phase I and more than 6500 equivalent operating hours due to
NEPCO dispatch requirements prior to performance testing for Phase 2. Test
results shall be calculated, and corrected to Site Reference Conditions using
correction curves, tables, equations and other data approved by NEPCO.
4.2 Reliability Test
After successful completion of the functional tests, the Project Company shan
be allowed to prepare the Facility for the reliability test. The reliability test
shall be performed for both Phase 1 and Phase 2 with the Facility operating on
Natural Gas. The Project Company shall notify NEPCO that the Facility is
ready for the reliability test and within two (2) Days thereafter the reliability
test run shall be started. The reliability test shall last for a period of seven (7)
consecutive Days. During this period the Facility shall be operated at full load
for a period of at least seventy-two (72) hours. Plant load shall be as
determined by the Control Center for the remainder of the reliability run
period.
Page S4-5
AEPP PPA 061)3 June 2005

LONDON. IQ}S84.0J
4.3 Dependable Capacity Test
The Dependable Capacity test shan be perfonned to establish the Initial

Dependable Capacity for Phase I and Phase 2. The Dependable Capacity test
for Natural Gas operation may be carried out during the reliability test run.
The Dependable Capacity test for Distillate Fuel operation shall be carried out
after completion of the reliability test.
With the Facility operating at full load, and with the nonnal plant auxiliaries
in operation, the Net Energy Output generated by the Facility shan be
measured using the power metering equipment at the Delivery Point. Power
meter and other necessary instrument readings and measurements, including
the ambient conditions, shall be taken at thirty (30) minute intervals over a six
(6) hour period. The Dependable Capacity (in kW) shall be detennined as the
kilowatt-hours delivered to the Grid System during this 6-hour period divided
by six (6), corrected to Site Reference Conditions using correction curves,
tables, equations and other data approved by NEPCO.
Successful implementation of the reliability test and Dependable Capacity Test is

subject to the following;
Ca) there shan be no shut downs during the reliability test run except those due to
causes beyond the Project Company's control. If the reliability test run is
interrupted for any other reason, it shan be restarted after the cause of the
interruption is addressed to the satisfaction of the Project Company and
NEPCO.
(b) automatic online cleaning of filter elements and other actions nonnany
required during operation of the Facility shall be allowed provided that the
Project Company informs NEPCO of such actions in advance;
(c) tbe operation of stand-by equipment is required during the
reliability test run. Switch-over to stand-by equipment because
of the failure of operating equipment is pennitted, provided
that the Project Company infonns NEPCO immediately of such
actions and of the reasons therefore and provided that tbe cause
for the use of stand-by equipment is addressed within twenty-
four (24) hours. Failure to meet the twenty-four (24) hours
requirement shall be considered an interruption of the
reliability test; and
(d) the Initial Dependable Capacity achieved during the
Dependable Capacity Test for Phase 2 must be at least equal to
the Threshold Capacity.
Page S4-6
AEPP PPA 0603 iune 2005

LONDON, JIl3S84 O~
(e) If the Initial Dependable Capacity demonstrated during the
Dependable Capac.ity TestforPhase 2 exceeds the Contracted
Facility Capacity; the Initial Dependable Capacity for Phase 2
will be established at the Contracted Facility Capacity.
When,subject to clause 9.2 of this agreement, the Project Company considers that the
Facility has completed the Reliability Test and Dependable Capacity Test to establish
the Initial Dependable Capacity, the Project Company shall provide a written report
and notice thereof to NEPCO. NEPCO shall indicate to the Project Company in
writing within five (5) Business Days whether it accepts or rejects the report. If the
Facility fails to achieve the requirements of the reliability test or the Dependable
Capacity Test, repeat tests shall apply, subject to the limitations thereon set out in the
PPA.
As noted above, Initial Dependable Capacity, as demonstrated during the initial

Dependable Capacity Test, shall be equal to or greater than the Threshold Capacity
measured at the Delivery Point, using calibrated test metering equipment mutually
agreed upon for the Dependable Capacity Test procedures. The Project Company
shan ensure that the Threshold Capacity shall be achieved during the initial
Dependable Capacity Test, after correcting for any degradation in output of the
Facility caused by the Facility's operation prior to such test
5. OTHER COMMERCIAL OPERATION TESTS

5.1 Emissions Tests
Facility stack emissions to the atmosphere shall be measured from 35% up to

100% load with Gas Fuel and 60% to 100% with Distillate Fuel.
5.2 Noise Tests
Noise levels during normal full load operation shall be measured at the point
on the Facility boundary which is closest. Measurements shall be in
accordance with ISO 3740 (DIN 456350).
5.3 Additional Tests
Additional Commercial Operation Tests shall consist of the tests

demonstrating the following parameters:
a. reactive capability
b. minimum load capability
c. plant automatic start up and loading times and
rates from various initial conditions
Page S4-7

LONDON. !035&4.03
...--~.---------------
d. each unit generated power and Facility power

outputs with combustion turbines operated in
simple cycle and with one combustion turbine
out of service
6. ANNUAL AND/OR ADDITIONAL TEST OF DEPENDABLE

CAPACITY
All Dependable Capacity Test conducted pursuant to clause 8.2 of this Agreement
shall be conducted for a minimum of six (6) hours and while the Facility is being run
on Natural Gas. The tested capacity shall be calculated according to the agreed
Dependable Capacity Test protocol, adjusted to Site Reference Conditions.
7. FACILITY TESTS OTHER THAN AT INTERFACE WITH NEPCO
.The Project Company shall provide complete test records of all commissioning tests
camed out within Facility other than all interface tests which otherwise witnessed by
NEPCO. Independent Engineer may elect to witness any commissioning tests within
facility.
Page S4-8

LONDON. )03584.03
SCHEDULES
DETERtVIINATION OF TARIFF
I - ESTABLISHMENT OF TARIFF
1. Introduction and Definitions
1.1 This Schedule 5 shall be read in conjunction with, and is subject to, the
provisions of the PPA of which this Schedule 5 is a part. To the extent that any
provision of this Schedule 5 is inconsistent with any provision of the PPA, the
provision of the PPA shall prevail. References to Articles and Sections are to
Articles and Sections of this Schedule 5 unless indicated otherwise. References
to Tables and Annexes are to the Tables and Annexes to this Schedule 5.
1.2 Payments to be made to the Company under the Power Purchase Agreement
shall be calculated in accordance with this Schedule 5, and adjusted as provided
herein.
1.3 The procedures for the presentation and payment of invoices as set out in
Article 14 of the PPA shall apply to all invoices referred to in this Schedule 5.
1.4 Definitions -
Capitalized tenns used and not defined herein are used herein as defined in the
PP A. Without prejudice to the generality of Section 1.1, for the purposes of this
Schedule 5 the following words and phrases shall bear the meanings ascribed
thereto:
"Reference Exchange Rate" is US$ 0.70845 per JD.
"Capacity Charge" has the meaning set forth in Section 3 below.
"Energy Charge" has the meaning set forth in Section 4 below.
"Reference Foreign Index" is 15.10, provided that if at any time, the base of
this index is revised, then the re-based Foreign Index will be the revised
Reference Foreign Index; provided further that from the re-based period the
revised Reference Foreign Index shall be applied to the relevant adjustable
component of Tariff adjusted for the movement in Foreign Index from the
Reference Date to the calculation date immediately preceding the re-based
period n.
"Fixed Operations and Maintenance Charge" means the charge described in

Section 3.2 below.
"Reference Local Index" is 111.41, provided that if in any period n, the base of
this index is revised, then the re- based Local Index will be the revised
Reference Local Index; provided, further that from the re-based period the
revised Reference Local Index shall be applied to the relevant adjustable
!"9N!!Q.l~L,:)JJ.JAQ~I~~
component of Tariff adjusted for the movement in Local Index from the
Reference Date to the calculation date immediately preceding the re-based
period n.
"Reference Date" - is the Bid Date which is 21 s( December 2005.

II - DESCRIPTION OF TARIFF
2. Tariff components
The Tariff charges consist of three components:
(i) Capacity Charge, consisting of the Fixed Capacity Charge (FCC) plus the
Fixed Operations and Maintenance Charge (FOMC) as set out in Section III;
(ii) Energy Charge, consisting of the Fuel Charge (FC) plus the Water Charge
(WC), plus the Variable Operation and Maintenance Charge (VOMC) as set
out in Section IV; and
(iii) Supplemental Charges (SC), include charges as set out in Section V not
included in the Capacity Charges or the Energy Charges.
III - CAPACITY CHARGE
3. Capacity Charge
The Capacity Charge component of the Tariff is composed oftwo parts: (I) the Fixed
Capacity Charge and (2) the Fixed Operations and Maintenance Charge, in each case
for each kW of Dependable Capacity. The Capacity Charge will commence on the
Phase 1 Commercial Operation Date and shall be payable by NEPCO until the end of
the Term on a monthly basis.
3.1 Fixed Capacity Charge
The Fixed Capacity Charge (FCC) is stated for each period in Dinar/kW/month in
Table AI, and indexed, as described below.
The FCC will be indexed to the U.S. Dollar based on the Reference Exchange Rate.
The Reference Exchange Rate will be a benchmark from which all future adjustments
are derived.
In the event the Paid Exchange Rate varies from the Reference Exchange Rate, the
FCC shall be adjusted as follows:
Where:
FCCn The adjusted FCC (JD/kW/month) for the n-th period of

payment
n Monthly billing period
FCCFno = The FCC (JD/kW/month) for the n-th period of payment as per
Table Al
Xn = Paid Exchange Rate (DinarlU.S. DoJlar)

Xo = Reference Exchange Rate (DinarlU.S. Dollar)
Equation B-1
To arrive at the totalJixed Capacity Charge for the n-th period, FCCn shall be
multiplied by the applicable Dependable Capacity as follows:
Fixed Capacity Charge (Dinar) = FCCn x DCn
Where:
DCn = Dependable Capacity (kW) in n-th period, provided that, if
different levels of Dependable Capacity are applicable during
such period, DCn shaH be the weighted average of such levels
reflecting the time periods (in hours) during which each level
shaH have applied during the n-th period.
Equatiou B-2
3.2 Fixed Operations and Maintenance Charge
The Fixed Operations and Maintenance Charge (FOMC) is set forth in Table A.I.
The FOMC shall be adjusted as follows:
• The US Dollar portion of the FOMC, as specified in Table Al shaH be

adjusted monthly for foreign inflation and exchange rate changes by
comparing the Reference Foreign Index and Reference Exchange Rate to the
Foreign Index and Paid Exchange Rate at the time that the adjustments are
being made.
• The Dinar portion shall be adjusted monthly for local inflation by comparing
the Reference Local Index to the Local Index at the time that the adjustments
are being made.
• Thus, the Fixed O&M Charge will be calculated as foHows:
Fixed O&M Charge (Dinar) = FOMC n x DC n

Where:
FOMC n = (IF, x FOMCFo x X, ) + ( IL, x FOMCL o )

lIFo Xa lILa
Where:
FOMC n = Fixed O&M component defined above for the n-th period of
payment (JD/kWlMonth)
DCn = Dependable Capacity (kW) in the n-th period, provided that, if
different levels of Dependable Capacity are applicable during
such period, DC n shall be the weighted average of such levels
reflecting the time periods (in hours) during which each level
shall have applied during the n-th period.
n = Monthly billing period
FOMCLo= Dinar portion of component as per Table Al (JD/kW/Month)
FOMCFo= US Dollar portion of component as per Table Al (JDlkWlMonth)
ILn = Local Index to be used for preparing the invoice for the n-th
period of payment
ILo Reference Local Index
IFn Foreign Index to be used for preparing the invoice for the n-th
period of payment
IF0 = Reference Foreign Index
Xn = Paid Exchange Rate (DinarlU.S. Dollar)
Xn = Reference Exchange Rate (Dinar/U.S. Dollar)
Equatiou B-3
IV - ENERGY CHARGE
4. Energv Charge
The Energy Charge component of the Tariff is composed of three parts and charged
for each kWh of Net Energy Output: (1) the Variable Operations and Maintenance
Charge, (2) the Fuel Charge (if any), and (3) the Water Charge. The Energy Charge
will commence on the Phase I Commercial Operation Date and shall be payable by
NEPCO until the end of the Term on a monthly basis.
4.1 Variable Operation and Maintenance Charge
The Variable Operation and Maintenance Charge (VOMC) is stated for each period
in Table A2 and shall be adjusted as follows:
• The US Dollar portion shall be adjusted for any changes in the exchange rate
between Dinar and US Dollar.
• The Dinar portion and US Dollar portion shall be adjusted in accordance with
Local and Foreign Indices.
Thus, the calculation for the Variable O&M Charge will be as follows:
Variable O&M Charge (Dinar) = VOMC n x En
Where:
VOMC n =
Where:
VOMC n Variable O&M component defined above for the n-th period of
payment (JD/kWh)
En = means the Net Energy Output delivered by the Facility and

accepted by NEPCO during the n-th period measured in kWh
by the Metering System at the Delivery Point (kWh).
VOMCLo = Dinar portion of the variable O&M component as per Table A2
(JD/kWh)
VOMCFo = US Dollar portion of the variable O&M component as per
Table A2 (JD/kWh)
ILo = Local Index to be used for preparing the invoice for the n-th
period
1Lo = Reference Local Index
IFo = Foreign Index to be used for preparing the invoice for the n-th
period.
1Fn Reference Foreign Index
Xo = Paid Exchange Rate (Dinar/U.S. Dollar)
Xo Reference Exchange Rate (DinarlU.S. Dollar)
Equation 8-4
4.2 Fuel Charge
The fuel charge adjusts the consumption of fuel at Guaranteed Heat Rate (GHR) at
Site Reference Conditions (SRC) and various loads (percentages of the Contracted
Facility Capacity) for both Simple Cycle and Combined Cycle operation, using
Natural Gas and Distillate Fuel and the heat rate correction curves to account for
changes in ambient temperature, ambient pressure, ambient humidity, average power
factor, average frequency and average higher heating value7.
The Guaranteed Heat Rate shall not be corrected for degradation at any time during
the PP A Term.
NEPCO shall include in its invoice the bill for Fuel supply and transportation for the
Facility.
The Joint Coordinating Committee shall meet to assign the start-ups and shut-downs
between the parties within 7 days of the beginning of the month following the invoice
month. The responsibility for the startups and shutdowns will be logged at the time of
event and a summary of the startups and shutdowns will be provided by NEPCO with
the monthly invoice. Any disputed startups and shutdowns between NEPCO and the
Project Company will be dealt with in the following month's invoice.
NEPCO shall be responsible for the quantity of fuel (expressed in GJs) consumed for
start-ups and shut-downs resulting from Dispatch Instructions. The Project Company
shall be responsible for other start-ups and shut-downs. The Project Company shall be
responsible for the quantity of Fuel (expressed in GJs) assigned to it for start-ups, shut
downs, load limitations and/or Guaranteed Heat Rate compliance. The total cost of
the Fuel for the Project Company shall be as follows:
FC n = PCFRn x FP n
Where:
PCFRn (GJ) = TFC n - NFO n NFn
Where:
NFn (in GJ) = 2:01 [GHRm x Em X Km] X

6
[GJ 1l0 kJ]
Where
Krn = Ktm x Kpm x Khrn x Kpfrn x Kfrn x Kern
Where:
FC n Fuel Charge in n-th billing period (in Dinar)

NFn NEPCO Fuel consumption in the n-th billing period in GJ
PCFRn Project Company Fuel Responsibility in n-th billing
period in OJ
TFC n Total Fuel consumed at the Facility in n-th billing period
expressed in GJ measured at the metering system as per
Schedule 6
NFO n NEPCO Fuel Other is for Fuel eonsumed for start-ups and
shut downs as per charges in Table A.5-Al converted to
GJ by multiplying with the conversion factor of 1.055055
in the n-th billing period which are the responsibility of
NEPCO
FP n = Fuel Price in n-th billing period (Dinar/OJ)
m = Dispatch metering interval (30 minutes, typically)
M Total number of intervals (m) during a billing period (n),
which will vary from month to month depending on the
actual dispatch that period.
GHRm Guaranteed Heat Rate on Higher Heating Value (HHV)
basis in (KJ/kWh), corrected for actual load conditions
(based, for the avoidance of doubt, on the column labeled
"MW") existing during interval m that are due to
NEPCO's Dispatch Instructions as set out in Table A.3-
Al to A.3-A4. For load conditions that are less than per
NEPCO Dispatch Instructions due to inability of Facility
to meet NEPCO load requirements up to Dependable
Capacity due to a Forced Outage, GHRm shall be the
Guaranteed Heat Rate for the load per the Dispatch
Instructions. For the avoidance of doubt, the Dispatch
Instructions may not exceed the Declared Capacity. If the
output as per NEPCO's Dispatch Instructions is between
two values provided in tables A-3, then the respective
Guaranteed Heat Rates will be interpolated.
= means the Net Energy Output delivered by the Facility
and accepted by NEPCO measured in kWh by the
Metering System at the Delivery Point during the m-th
interval
Overall GHR Correction factors during the m-th interval
= GHR Correction factor for average ambient temperature
during the m-th interval as set out in Table A.3-B 1 to A.3-
B.2
= GHR Correction factor for average ambient pressure
during the m-th interval based on correction curve as
provided in Table A6-B I for Phase I and Table A6-B2 for
Phase II
Kh m = GHR Correction factor for average ambient humidity
during the m-th interval based on correction curve as
provided in Table A6-BI for Phase I and Table A6-B2 for
Phase II
= GHR Correction factor for average power factor during
the m-th interval based on correction curve as provided in
Table A6-Bl for Phase I and Table A6-B2 for Phase II
= GHR Correction factor for average frequency during the
m-th interval based on correction curve as provided in
Table A6-B 1 for Phase I and Table A6-B2 for Phase II
= GHR Correction factor for average Higher Heating Value
(HHV) during the m-th interval based on correction curve
as provided in Table A6-Bl for Phase I and Table A6-B2
for Phase II
Equation B-5
When the Fuel Charge calculated in accordance with Equation B-5 above results in
a positive number, such amount will be deducted from the amount otherwise
payable by NEPCO for the n-th billing period. When the Fuel Charge is a negative
number, the absolute value of such number will be added to the amount otherwise
payable by NEPCO for the n-th billing period.
The definitive correction curves referred to in the definitions of Kt m, Kpm, Khm ,
Kpf;n, Kfm , KC m will be provided by the Construction Contractor no later than 60
days before Phase I Commercial Operation Date, Upon receipt by NEPCO of a
Notice from the Project Company, such curves shall replace the ones included in
this Schedule 5 at execution of the PPA and automatically become part of this
Schedule 5, provided that the new curves may not vary by more than 1 per cent
from the curves included in this Schedule 5 at execution of the PP A,
4.3 Watcr Charge
The Water Usage Rate (in cubic meterslkWh) as set out in Table A4 will apply to
every kWh sold to NEPCO, at the Site Reference Conditions, The cost of Water
will be the Water Usage Charge as stated in the Water Supply Agreement between
the Project Company and the WAJ, To the extent the Water Usage Charge is
adjusted by W AJ in the future, such adjusted Water Usage Charge shall be included
in the Water Charge as shown below,
The Water Charge (WC) part of the Energy Charge component will be calculated as
follows:
WCn (in Dinar) = (WUR x WUC n) x (En X Kt X K 1)
Where:
Water Charge in the n-th billing period (in Dinar)

Monthly billing period
WUR Water Usage Rate, for Water from the WAJ (cubic
meters/kWh, at Site Reference Conditions and 100%
load) as set out in Table A4
WUC n Water Usage Charge in n-th billing period, for Water
from the W AJ (Dinar/cubic meter)
means the Net Energy Output delivered by the Facility
and accepted by NEPCO measured in kWh by the
Metering System at the Delivery Point during the n-the
billing period
= Correction factor for average ambient temperature
during the n-th billing period as set out in the correction
curve to be provided in Table A6 - B3
Correction factor for average load during the n-the
billing period (only those hours when plant is
dispatched will be included in the calculation of the
average load) as set out in the correction curve to be
provided in Table A6 - B4
Equation B-6
The correction curves referred to in the definitions ofKt and Kl will be provided by
the Construction Contractor at least 60 days before Phase 1 Commercial Operation
Date. Such curves shall automatically become part of this Schedule 5 upon
approval ofNEPCO which shall not be unreasonably withheld.
v- SUPPLEMENTAL CHARGE
5. Supplemental Charges
Supplemental Charges (SC) include the costs of start-ups and shut-downs, charges
resulting from Force Majeure, and any other charges not included in Capacity
Charge or Energy Charge, as described below:
5.1 The SC will include costs of start-ups and shut-downs as set out in Table
A.5-A2 resulting from mode of dispatch by NEPCO's Dispatch Center.
Any start-up or shut down due to reasons not attributable to NEPCO's
request shall be to the Project Company's account. Start-ups following
Scheduled Outages, Maintenance Outages, and Forced Outages shall not
receive any adjustment under SC.
5.2 The SC will also include any costs due under Article 17 of the PPA or the
IA.
VI - TESTING AND COMMISSIONING PERIOD TARIFF
6. Testing and Commissioning Period Tariff
NEPCO will pay for energy during the testing and Commissioning in the following
manner:
6.1 Prior to the Phase 1 Commercial Operation Date, NEPCO shall not pay for
energy delivered to NEPCO during testing and Commissioning, but NEPCO
will bear the full cost of Fuel actually consumed for energy produced and
delivered to NEPCO. The Project Company will be responsible for all other
costs of Fuel during Phase 1 testing and Commissioning.
6.2 Prior to the Phase 2 Commercial Operation Date, NEPCO shall not pay for
energy delivered to NEPCO during testing and Commissioning in excess of
the Net Energy Output requested by NEPCO under the Dispatch
Instructions, but NEPCO will bear the full cost of Fuel actually consumed
for energy produced and delivered to NEPCO.
VII - TIMING OF EXCHANGE RATE ADJUSTMENTS
All amouts due and payable by NEPCO that are subject to indexation to the Reference
Exchange Rate shall be based on the Paid Exchange Rate in effect on the date of
actual payment (the "Payment Date") by NEPCO of such amounts (the "Payment
Calculation"). The procedure for calculating exchange rate adjustments to give effect
to such indexation shall be as follows:
(a) The Project Company shall provide in each invoice rendered in accordance
with Article 14 of the PP A an exchange rate calculation using the Paid
Exchange Rate in effect two (2) Business Days before the date of the invoice.
(b) Two (2) Business Days before the Payment Date, NEPCO shall recalculate the
amounts owed under the relevant invoice using the Paid Exchange Rate in
effect on such Business Day (the "Base Calculation") and immediately provide
a Notice to the Project Company setting forth the computation and the amount
resulting from use of the Base Calculation.
(c) To the extent that the amount paid by NEPCO on the Payment Date using the
Base Calculation is different from the amount NEPCO would have paid using
the Payment Calculation, then the amount payable by NEPCO on the next
Payment Date shall be adjusted so that the Company receives (in addition to
all other amounts payable by NEPCO on the such next Payment Date)
sufficient JDs from l'<'EPCO to purchase the amount of Dollars the Company
could have purchased on the Payment Date using the Payment Calculation.
VIII - CONVERSION FACTORS
The following conversion factors shall be used as required.
ITEM VALUE
Conversion Factor IBTU = 1.05505kJ
(BTU forkJ)
Conversion Factor 1.113
(HHV to LHV) - Gas
Conversion Factor 1.065
(HHV to LHV) -
Distillate Fuel
LumON -lfiJ.51.3.llii
IX - TARIFF ASSUMPTIONS
The Parties acknowledge that the Tariff is based, among other things, on the
availability of certain benefits and exemptions, and the state of the Laws of Jordan in
relation to taxes, duties and other fees as at 21 November 2005. Changes in those
assumptions will be dealt with in accordance with the provisions of the IA and the
PPA, including Clauses 17.9 and 17.6 respectively thereof.
TABLE A 1
FIXED CAPACITY CHARGE AND FIXED OPERATIONS AND MAINTENANCE CHARGE

-,---- -,,----
FCC {JD/kWlMonthj Fixed O&M Charge {JD/kWlMonthj
Period
Index~.d tQ US1 % Foreign US$ Qortion Dinar Qortion J.Qt!!
-----"- -----
Contract year 1 4.499600 100% 1.390598 0.556326 1.946924
Contract year 2 4.499600 100% 1.390598 0.556326 1.946924
Contract year 3 4.499600 100% 1.390598 0.556326 1.946924
Contract year 4 4.480241 100% 1.390598 0.556326 1.946924
Contract year 5 4.378282 100% 1.390598 0.556326 1.946924
Contract year 6 4.385416 100% 1.390598 0.556326 1.946924
Contract year 7 4.358565 100% 1.390598 0.556326 1.946924
Contract year 8 4.311413 100% 1.390598 0.556326 1.946924
Contract year 9 4.231698 100% 1.390598 0.556326 1.946924
Contract year 10 4.330994 100% 1.390598 0.556326 1.946924
Contract year 11 4.397851 100% 1.390598 0.556326 1.946924
Contract year 12 4.301369 100% 1.390598 0.556326 1.946924
Contract year 13 4.604536 100% 1.390598 0.556326 1.946924
Contract year 14 4.539051 100% 1.390598 0.556326 1.946924
Contract year 15 4.312839 100% 1.390598 0.556326 1.946924
Contract year 16 4.727524 100% 1.390598 0.556326 1.946924
Contract year 17 4.302046 100% 1.390598 0.556326 1.946924
Contract year 18 3.914862 100% 1.390598 0.556326 1.946924
Contract year 19 3.562525 100% 1.390598 0.556326 1.946924
Contract year 20 3.241897 100% 1.390598 0.556326 1.946924
Contract year 21 3.177060 100% 1.390598 0.556326 1.946924
Contract ycar 22 3.177060 100% 1.390598 0.556326 1.946924
Contract year 23 3.177060 100% 1.390598 0.556326 1.946924
Contract year 24 3.177060 100% 1.390598 0.556326 1.946924
Contract year 25 3.177060 100% 1.390598 0.556326 1.946924
LONDON 103513.06
TABLEA2
VARIABLE OPERATIONS AND MAINTENANCE CHARGE
----,-----,---
Variable O&M Charge lJD/kWh)
--
Period
US$ Qortion Di@rportion Total
Contract year 1 0.00002425 0.00004719 0.00007144
Contract year 2 0.00002425 0.00004719 0.00007144
Contract year 3 0.00002425 0.00004719 0.00007144
Contract year 4 0.00002425 0.00004719 0.00007144
Contract year 5 0.00002425 0.00004719 0.00007144
Contract year 6 0.00002425 0.00004719 0.00007144
Contract year 7 0.00002425 0.00004719 0.00007144
Contract year 8 0.00002425 0.00004719 0.00007144
Contract year 9 0.00002425 0.00004719 0.00007144
Contract year 10 0.00002425 0.00004719 0.00007144
Contract year 11 0.00002425 0.00004719 0.00007144
Contract year 12 0.00002425 0.00004719 0.00007144
Contract year 13 0.00002425 0.00004719 0.00007144
Contract year 14 0.00002425 0.00004719 0.00007144
Contract year 15 0.00002425 0.00004719 0.00007144
Contract year 16 0.00002425 0.00004719 0.00007144
Contract year 17 0.00002425 0.00004719 0.00007144
Contract year 18 0.00002425 0.00004719 0.00007144
Contract year 19 0.00002425 0.00004719 0.00007144
Contract year 20 0.00002425 0.00004719 0.00007144
Contract year 21 0.00002425 0.00004719 0.00007144
Contract year 22 0.00002425 0.00004719 0.00007144
Contract year 23 0.00002425 0.00004719 0.00007144
Contract year 24 0.00002425 0.00004719 0.00007144
Contract year 25 0.00002425 0.00004719 0.00007144
LONDON - 103513.06
TABLEA3-A 1
FUEL CHARGE
GUARANTEED HEAT RATES AT GUARANTEED CONDITIONS
COMMERCIAL OPERATION PERIOD - CONTRACT YEAR 1 (SIMPLE CYCLE)
NATURAL GAS
Phase I (Simple Cycle Operation)
Percent of Dependable Guaranteed Heat Rate (kJ/kWb)

MW
Capacity LHV/HHV
100% 247.27 11,320 I 12,603
95% 234.91 11,480 I 12,777
90% 222.54 11,656 I 12,973
85% 210.18 11,857 I 13,197
80% 197.82 12,089 I 13,455
75% 185,45 12,341 I 13,740
70% 173.09 12,675 I 14,107
65% 160.73 13,035 I 14,508
60% 148.36 13,456 I 14,977
55% 136.00 13,953 I 15,530
50% 123.64 11,335 I 12,618
45% 11L27 11,671 I 12,990
40% 98.91 12,104 I 13,472
35% 86.54 12,690 I 14,124
30% 74.18 13,471 I 14,993
25% 61.82 15,030 I 16,728
LONDON - 103513.06
TABLEA3-A2
FUEL CHARGE
COMMERCIAL OPERATION PERIOD - CONTRACT YEAR I (SIMPLE CYCLE)
DISTILLATE }<'UEL
Phase 1 (Simple Cycle Operation)
Percent of Dependable Guaranteed Heat Rate (kJ,'kWh)

MW
Capacity LIlY ,'HHV
100% 229.00 11,569 12,315
95% 217.55 11,746
" 12,504
90% 206.10
-
11,932
" 12,702
85% 194.65 12,149 "I 12,933
80% 183.20 12,400 I 13,200
75% 171.75 12,669 13,486
70% 160.30 13,028 " 13,868
65% 148.85 13,417 "I 14,282
60"10 137.40 13,873 I 14,768
55% 125.95 14,410 15,339
50% 114.50 11,584 "/ 13,880
45% 103.05 11,932 / 12,702
40% 91.60 12,400 / 13,200
35% 80.15 13,028 I 13,868
30% 68.70 13,903 I 14,800
25% 57.25 15,040 I 16,010
LONDON - 103513.06
TABLEA3-A3
FUEL CHARGE
COMMERCIAL OPERATION PERIOD CONTRACT YEAR 2 - 25 (COMBINED CYCLE)
NATURAL GAS
Phase 2 (Simple Cycle Operation) Phase 2 (Combined Cycle Operation)

Guaranteed
Percent of Heat Rate Guaranteed Heat
Dependable MW (kJ/kWh) Percent of Dependable Capacity MW Rate (kJ/kWh)
Capacityl LHVI LHV I HHV
HHV
N/A N/A I NIA 100% 369.67 7,538 I 8,390
NIA NIA I NIA 95% 351.19 7,620 I 8,481
1--
NIA NIA I NIA 90% 332.70 7,702 I 8,572
NIA NIA I NIA 85% 314.22 7,784 I 8,664
NIA N/A I NIA 80% 295.74 7,866 I 8,755
Max 230.00 11,575 I 12,883 75% 277.25 7,948 I 8,846
70% - - I - 70% 258.77 8,130 I 9,049
65% - - I - 65% 240.29 8,313 I 9,252
60% 221.80 11,807 I 13,142 60% 221.80 8,495 I 9,455
55% 203.32 12,331 I 13,725 55% 203.32 8,677 I 9,658
50% 184.84 12,855 I 14,308 50% 184.84 8,859 I 9,860
45% 166.35 13,379 I 14,891 45% 166.35 7,850 I 8,737
40% 147.87 13,903 I 15,474 40% 147.87 8,186 I 9,111
35% 129.38 14,427 I 16,058 35% 129.38 8,523 I 9,486
30% 110.90 11,822 I 13,158 30% 110.90 8,859 I 9,860
25% 92.42 12,870 I 14,325 25% 92.42 9,195 I 10,234
These are pcrcentages of the total Facility capacity.

LONDON ~ 103513.06
TABLEA3-A4
FUEL CHARGE
COMMERCIAL OPERATION PERIOD - CONTRACT YEAR 2 - 25 (COMBINED CYCLE)
DISTILLATE FUEL
Phase 2 (Simple Cycle Operation) Phase 2 (Combined Cycle Operation)

- - _..
Guaranteed Heat Guaranteed Heat
Percent of Dependable
MW Rate (kJ/kWh) Percent of Dependable Capacity MW Rate (kJ/kWh)
Capacitl
--~.
LIlV IHIlV LHV I HI-IV
N/A N/A I N/A 100% 330.00 7,890 I 8,399
-
N/A N/A I NIA 95% 31350 7,966 I 8,480
"
N/A NIA I N/A 90% 297.00 8,042 I 8,561

c---
N/A N/A I N/A 85% 280.50 8,118 I 8,642
"
N/A N/A I NIA 80% 264.00 8,194 I 8,723

Max 220.00 11,815 I 12,577 75% 24750 8,270 I 8,8QL
""
70% "
" I " 70% 231.00 8,480 I 9,027
;---""""""" "
65% 214.50 11,990 I 12,763 65% 21450 8,690 I 9,251

"
60% 198.00 12,514 I 13,321 60% 198.00 8,900 I 9,474

55% 181.50 13,038 / 13,879 55% 181.50 9,110 I 9,698
."
50% 165.00 13,563 / 14,437 50% 165.00 9,320 I 9,921

" "
45% 148.50 14,087 I 14,995 45% 148.50 9,389 / 9,994

--
40% 132.00 14,611 / 15,553 40% 132.00 9,457 / 10,067
35% 115.50 15,135 / 16,111 35% 115.50 9,526 / 10,140
f-----
30% 99.00 12,529 / 13,337 30% 99.00 9,594 I 10,213
--
2
These are percentages oftbe total Facility capacity.
LONDON ~ 103513,06
z
IS
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TABLEA3-B 1
FUEL CHARGE
GUARANTEED HEAT RATE CORRECTION TABLE
FOR AIR TEMPERATURE VARiATIONS, CONTRACT YEAR 1 (SIMPLE CYCLE)
NATURAL GAS AND DISTILLATE FUEL
Correction Factor % (Kt)

Temperature C
Natural Gas Distillate Fuel
50 1.061 1.061
45 1.028 1.028
40 1.011 1.011 .
35 1.000 1.000
30 0.985 0.985
25 0.978 0.978
20 0.974 0.974
15 0.960 0.960
10 0.959 0.959
5 0.958 0.958
0 0.941 0.941
-5 0.937 0.937
-10 - -
Derived from preliminary air temperature curve [G.2.4.111-051003TGS & G.2.4.1I1-051027TGS 1
LONDON ~ 103513.06
TABLEA3-B2
FUEL CHARGE
FOR AIR TEMPERATURE VARIATIONS, CONTRACT YEAR 2 - 25
NATURAL GAS

Temperature C
Simple Cycle Combined Cycle
50 1.061 1.050
45 1.028 1.025
40 1.011 1.010
35 1.000 1.000
30 0.985 0.999
25 0.978 0.998
20 0.974 0.999
15 0.960 0.999
10 0.959 1.000
5 0.958 1.000
0 0.941 1.000
-5 0.937 1.001
-10 - -
Derived from preliminary air temperature eurve [G.2.4.1I1-051003TGS And Doc No. T05076-CURVE-OOl(3/11)]
LONDON -103513_06
TABLEA3-B3
FUEL CHARGE
FOR AIR TEMPERATURE VARIATIONS, CONTRACT YEAR 2 - 25
DISTILLATE FUEL

Temperature C
Simple Cycle Combined Cycle
50 1.061 1.050
-
45 1.028 1.025
40 1.011 1.010
35 1.000 1.000
30 0_985 0.999
25 0.978 0.998
20 0.974 0.999
15 0.960 0.999
10 0.959 1.000
5 0.958 1.000
0 0.941 1.000
-5 0.937 1.001
-10 - -
Derived from preliminary air temperature curve [G.2.4.1I1-051027TGS and Doc No. T05076-CURVE-OOl(3/11)]
LONDON - 103513.06
TABLEA4
WATER CHARGE
WUR
Period (cubic
meterlkWh)
Contract year 1 0.0000380
Contract year II 0.0000380
Contract year 1S 0.0000380
Contract year 2S 0.0000380
LONDON - 103513.06
TABLEAS-Al
Fuel Consumption for Start-ups and Shut-downs
- -"----
Type of Start Cold Start Warm Start Hot Start
Simple Cycle! Combined Cycle Simple Cycle' Combined Cycle Simple Cycle' Combined Cycle
Fuel 260 520 260 520 260 520
Consumption
MMBTU(HHV)
1 for each gas turbine
LONDON - 103513.06
TABLE AS-A2
Supplemental Charges for Start-ups and Shut-downs
Type of Start Col~ Start Warm Start Hot Start

--
Simple Cycle l Combined Cycle Simple CJ'~le Combined Cycle Simple Cycle' Combined Cycle
Supplemental 3,550 7,500 3,550 7,500 19,500 20,000
Charge JD/Start
or Shut-down
1 for each gas turbine
LONDON ~ 103513.06
TABLE A6-BI
Correction Curves Table for Simple Cycle Operation.
._,--- ------
Correction Curve Number Description of correction curves
- -- - -
G.2.4.1Il-051003TGS Ambient Temperature Vs. Heat Rate in SC on Natural Gas(NG) at ISO conditions.
Final curve at 36C design temperature to be provided as part ofrevised curves to
be provided pursuant to the last paragraph of Section 4.2
G.2.4.1I1-051027TGS Ambient Temperature Vs. Heat Rate in SC on Distillate Fuel(DF) at ISO
conditions. Final curve at 36C design temperature to be provided as part of revised
curves to be provided pursuant to the last paragraph of Section 4.2.
G2.3-980625 Ambient Pressure Vs. Heat Rate in SC on NG & DF operation.
G2.5-I/I-051027TGS Heat Rate Vs. Relative Humidity in SC on DF

G2.5.1I1-051003TGS Heat Rate Vs. Relative Humidity in SC on NG
2.9111051003TGS Heat Rate Vs. Speed in SC on NG & DF
Heat Rate V s. Generator Power Factor to be provided as part of revised curves to
be provided pursuant to the last paragraph of Section 4.2.
0000E32-302D01 AO / 0000E32- Heat Rate Vs. LHV in SC on NG &DF to be provided as part of revised curves to
302D01FO be provided pursuant to the last paragraph of Section 4.2.
-
LONDON - 103513.06
TABLEA6-B2
Correction Curves Table for combined Cycle Operation
- - ---- --
---
Doc No. T05076-CURVE-001(3111) Ambient Temperature V s. Heat Rate in CC on Natural Gas(Nv) and Distillate Fuel
(DF)
--
Doc No. T05076-CURVE-OOI (4/11) Ambient Pressure Vs. Heat Rate in CC on NG & DF operation.
DOC NO. T05076.CURVE.OOI (6111) Heat Rate Vs. Relative Humidity in CC on NG & DF
--
DOC NO. T05076.CURVE.OOI (9111) Heat Rate Vs. Speed in CC on NG & DF
DOC NO. T05076.CURVE.OOI (11111) Heat Rate Vs. LHV in CC on NG &DF
Heat Rate Vs. Generator Power Factor to be provided as part of revised curves to
LONDON - 103513.06
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Page 12 of 12
V94.2 Gas Turbine Technical Oescnption Date: 03 102005
File name QOOOE32·302031 ,doc Rev 1
AnsaldoEnergia
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- Efficiency • I
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AnsaldoEnergia
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, I
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o 200 400 600 800 1000 1200 1400 1600
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V94.2 Gas Tvrbine Technical ()I;Isolp:iOn Da(u: 03.1tlZOO5
FH. nafT\j)! OOQaE32·30~031 ,doc Rtw.1
AnsaldoEnergia
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File ('lame' G 113E32·J02050 Rey, C
it."Chnical Descripilon
Amman East Combined Cycle Pov.'cr Project
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Correction Curves Table for combined Cycle Operation

Doc No. T05076-CURVE-001(3111) Ambient Temperature Vs. Heat Rate in CC on Natural Gas(NG) and Distillate Fuel
(DF)
Doc No. T05076-CURVE-OOI (4/11) Ambient Pressure Vs. Heat Rate in CC on NG & DF operation.
DOC NO. T05076.CURVE.OOl (6tll) Heat Rate Vs. Relative Humidity in CC 011 NG & DF
DOC NO. T05076.CURVE.OOI (9/11) Heat Rate Vs. Speed ill CC on NG & DF
DOC NO. T05076.CURVE.OOl (11111) Heat Rate Vs. LHV in CC on NG &DF
Heat Rate Vs. Generator Power Factor to be provided as part of revised curves to
_. ----------------------- -----
LO!"OON·103513.05
,\MMAN EAST POWER PROJECT
Efftet of Amm.n, Dry !lufb Ttmpt(J'y" on .

I C.C. N-'V_OIApUI
e,c Nor! HMI RS\I!
:1:
1,··_.....10.. 1
~ 1$ M » ~ » ~ ~$ w
_Mo.ye...IbT_._ (do-~_C)
met of Ambltnt pry 8Ulb T'MP'(ftt.i1'! on'

1. C_C. 1M! p.-., 0\IIpvI
:/:.(;C."",,I-UI""-RMfI
DOC NO. : T()S()76.CURVE.OOI(31J1)

~---~--~- --------------
DOC NO. : T05076-CURVE-OOl(4!1l)

E1'!!c! pi' Stl.tIy, ttomfdUy on ceNt! Hut !hit
u , ~ ., ~ • ~ ~ ~ a ~ H
_~o.l
DOC NO. : T05076-CURVE.OOl(611l)

Effec.t of Sj)Md on C.C. Net Heat Rate
'0< , ,. , .
to,
"" '.m 0.995 s_

1000 1.0OS 1.()1{) 1.015 1.020
Effec.t of Speed on C.C. Net Heat Ra1e
," -'[TTl: • tTT' ; 'iT . ,

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''''' '''' 1.005 1.010 1.015 1.020
DOC NO.:T05076-CURVE-001(91l1)
--------------------------
[~
",",,-y 1rIdu. r........
• ~.ruc ..4oon
AMMAN EAST POWER PROJECr
,-""
,""
4tpo(j ~2.ooo ~,_ooo 4<1,000 '!.ooo "6,000 .7.000 "',000 ~G.OOO s.\l,OOO
"" """,
I ForOq#I..It~ I
DOC NO.: T05076.CURVE·001(1lI11)

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SCHEDULE 6
METERING SYSTEM
6.1 Purpose
The Metering System shall be capable of obtaining and interpreting readings and
performing the adjustments, if required, to comply with the pertinent information
concerning Facility performance required in Articles 7, 12, and 13, and shall be
installed, operated and maintained in accordance with the Metering Code. The
Metering System shall be part of the Facility's control and measurement installations,
provided it complies with the criteria specified below.
6.2 Power Tariff Metering
Power tariff metering shall be measured at the high voltage bushings of the main
power transformers. The following class of metering transformers for each circuit is
required, and to be approved by NEPCO:
a. Class 0.2 current transformers (four wires having three phase circuit
and neutral) (two cores for main and check)
b. Class 0.2 voltage transformers (three phases - R, Y & B) (two cores

for main and check)
c. Two meters Class 0.2, one main and one check meter, both export
and import capability and have the feature of CTIVT compensation
in addition to the transformer loss feature ensuring that all data of
CT aud VT are available (active and reactive power). Metering
class for reactive power shall be 0.5.
d. GPS
e. Billing Centers
f. The system shall be of minimum five tariffs
g. Maximum demand recording period of 30 minutes
h. Data loggers
i. Control AC and DC cables
k The UPS of power plant will be used for energy metering in emergency.
The tariff metering scheme shall have an overall accuracy of ± 0.2 % for watt-hour
metering and ± 0.2 % for watt metering.
Page S6-1

LONDON, 108'704,02
In summary the metering system reading accuracies are to be within the tolerances
shown in Table 6.1.
Table 6.1: Maximum Allowable Errors

Measured Parameter Maximum Error
Ambient Temperature ± 1.0·C
Ambient Relative Humidity ±3.0%
Water Temperature (when Applicable) ± 1.0·C
Net Energy Output (kWh) meters ±0.2%
Capacity (MW) meters ±O.2%
Instrument Transformers ±0.2%
Calibration data shall be provided for each
instrument transformer, which should result in
a negligible overall error.
Time Reference 3 seconds per week -

maximum
6.3 Site Conditions Correction Factors
Correction factors based on the parameters described in Table 6.1 shall be applied to
the Declared Capacity, Dependable Capacity, Contracted Facility Capacity, Fuel
consumption and Heat Rate calculations.
6.4 Data Logging and Transmittal
The measurement system shall log and calculate all readings in thirty (30)-minute
intervals, which start from the beginning of each hour. All capacities shall be
calculated to be the integration of instantaneous readings of energy produced over
such thirty (30) minute intervals divided by said period. Readings will be capable of
being transmitted through the Remote Terminal Units (RTUs).
6.5 Securitv and Redundancy
(al Full redundancy shall be provided for the central processing

units (CPU) and for the communication links between them
and the transducers, instruments, sensors, and other devices
that detect, measure and transmit the parameters used by the
measurement system to apply correction factors to the
capacities listed in Schedule 5.
Page S6·2
AEPP PPA 0603 lune 2005

LONDON· IOHSU)
(b) The Project Company shall not be able to gain access to any
software application or programs that may be used to operate
or calibrate theC}1>Us andtlie tratlsd,u:;ers.irtstmmertts, sensors,
and other devices which detect, measure and transmit the
parameters used. by !hI> meas.\Iliement system unless NEPCO' s·
personnel input a restricted security code every time that this
access is required.
6.6 Calculation of Adjustment Factors
NEPCO and the Project Company may agree to automate the calculation of Capacity
adjustment to Site Reference Condition, in which case the Joint Coordinating
Committee will be responsible for auditing the results.
6.7 Calibration of Metering System
The project Company shall inspect, test and calibrate all metering devices upon
installation and at least once every (5) years thereafter. The inspection, testing and
calibration of NEPCO's back up metering devices shall be carried out at the same
terms of the inspection, testing and calibration of the Project Company's metering
devices pursuant to clause 13.1 (b) of this agreement.
Page S6-3

L..ONDON.l01584.03
AMMAN EAST POWER PROJECT DRAF"T
SCHEDULE 7
NATURAL GAS SPECIFICATIONS
Component Specification Minimum/Maximum
H 2S Content 8 ppm (by volume) Maximum

Total SuipllUr Content 150mg/SCM Maximum
Marc.ptan Sulphur 15 mg/SCM Maximum
Carbon Dioxide 3mo)% Maximum
Water Dew point (-S'C lai70 bara) Maximum
Hydrocarbon Dew point ~10' C @ 70 barg) Maximum
Gross Heating Value 980 BTUlSCF Minimum
1180 BTUlSCF Maximum
Individual Trace Metal 1 ppm (by weight) Maximum

Mercury 30 mierogramim Maximum
Specific Gravity 0.57 Minimum
0.65 Maximum
, Delivery Temperature S'C at 40 barg Minimum
Delive-ry Pressure 40 barg Minimum
61- barg Maximum
I) Gas is to be commercially free of sand. dust, gums and oils.

2) Any other constituents have a rare present ratio could be analyzed under request.
3) The mentioned characteristics demonstrate both the minimum and maximum limits for
delivered gas constituents at detlvery point.
4) !!tease of emergency the minimum pressure {40 barg) specified above may further vary 2.5
% downwards for short interval.
5) Gas Metering Procedure will be part of other Operating Procedures developed and agreed by
Joint Coordination Committee comprised ofNepco and the Project Company as per Article
I J.2 of the PPA. For avoidance of doubt. Nepco meters will be used as tariff meters and
project Company's meters installed within Facility win be back up meters.
Page S7·!

LONDON. !035&U3
AMMAN EAST POWER PROJECT DRAFT
Natural Gas Composition to be used for performance gurantees
Composition (Mol Lean Gas Rich Gas Reference Gas

%)
Nitrogen N2 0.43 0.01 0.39
CO2 0.16 0.55 0.2
Methane CI 98.23 92.24 97.62
Ethane C2 1.07 4.09 1.37
Propane C3 0.09 1.87 0.27
I·Butane 1·C4 0.01 0.41 0.05
N-Butane N·C4 0.01 0.43 0.05
I·Pentane I-C5 0.00 0.15 0.Q2
N·Pentane N·C5 0.00 0.15 0.02
Hexane (+) C6+ 0.00 0.10 om
Total 100.00 100.00 100.00
Specific Gravity 0.56 0.62 0.57
Gross Heating Value 1016 1097 1024
(BTU/SCF)
NOTES:
Reference Natural Gas composition to be used for performance gurantees
Page 57·1
AfPP PPA 0603 June 2005

LONDON·I03S84.03
AMMAN EAST POWER PROJECT DRAFT
SCHEDULE 8
·btStrtJ.Antli1.fEisPECliIT(WrIONS···.....
Distillate Fuel Properties
PR~lliITITIT==~=h~~H~~~~~~===l
: Value Gross '. 80 M [j:
: Value Net 'R 19
r ,,1 40·(
Snecific gravity@ISoL gmlml 835
Flash Point I 65 A "MD·93
)ur Point I ·12 A MD-97
A ,h Content '0 wt I <0.001
S Mur Content Total ~ Wi I 0.9 A Ii 453
V'ater& Ii jvc 1<0.01 A 796
Water By % vc I <0.01 AST
Heavy Metals'
PPm . O. ASTMn::5863
&xlium 'urn ASTM D·5863
'om A iTM D-4628
Lead 'pm
Page 810·1
AEPP PPA 0&03 June 2005

l.ONDON·IO)584.03
rf AES AES..Iofdon PSC
ArTY'oon Eo~ Power Plant

PI Madhonno st. - PI Monakher Village
P.O.Box 3099 Amman 11181
Jordan
T,'-' +962 6 4293200
'''.: +962 6 4293202
W'MY.aes.com
9"' April, 2012
National Electric Power Company

Zahran Street, 7th Circle
Amman, Jordan
Facsimile: +96265865179
Re: Agreement to Enable NEPCO to Build, Own and Operate a Truck Weighing Scale for
Distillate Fuel Shipments at the Site of the Amman East Power Project
Ladies and Gentlemen:
We refer to the Power Purchase Agreement, dated as of February 25, 2007 (thePPA) ,
between the National Electric Power Company (NEPCO) and AES Jordan PSC (AES
Jordal/). In this letter agreement, all capitalised terms shall, except where otherwise defmed
herein, have the meaning set out in the PPA.
NEPCO has requested that AES Jordan grant it the right to build, own and operate at the Site
a weighing scale (the Scale) to weigh trucks containing shipments of Distillate Fuel for the
Project, both before and after the fuel they contain is unloaded into tanks at the Site, to better
account for the quantities of distillate fuel that it receives from its suppliers for the Project.
To accommodate NEPCO's request, AES Jordan and NEPCO agree as follows:
1. AES Jordan hereby grants to NEPCO the right to enter into and use, at its own risk, the
portion of the Demised Property specified in Exhibit A (the Scale Premises) to build,
own, operate and maintain the Scale for the purpose of weighing trucks containing
shipments of Distillate Fuel that NEPCO provides to the Project pursuant to the PPA.
AES Jordan makes no representations or warranties with respect to the Scale Premises.
2. In exercising the right granted pursuant to this letter agreement, NEPCO agrees to (a)
provide AES Jordan reasonable advance notice of the entry into and all activities at the
Scale Premises by NEPCO and its contractors, (b) ensure that all such activities (i) are
conducted at reasonable times, during nonnal business hours, in a reasonable marmer, and
('f AES
in accordance with the reasonable direction of AES Jordan's plant management, (ii)sa PSC
conducted in accordance with all safety instructions of AES Jordan and its plant
management and (iii) do not interfere with the operation or maintenance of the Project, (c)
at all times keep AES Jordan reasonably informed of all such activities at the Scale
Premises, Cd) not suffer or pennit any covenant, restriction, condition, obligation, claim,
lease, tenancy, license or other right of occupation or possession, mortgage, lien, pledge,
charge or security arrangement of any kind on the Site or the Scale Premises, (e) at its
own expense, procure and maintain, or caused to be maintained, such insurance of the
types and in the amounts as may be reasonably necessary or advisable in connection with
the construction, use, ownership, operation and maintenance of the Scale at the Scale
Premises, and any other insurance that AES Jordan may require and (I) that
representatives of AES Jordan and its consultants, lenders and lenders' consultants have
the right to access and inspect the Scale Premises and any equipment or fIxtures thereon
(including, without limitation, the Scale) at any time.
3. NEPCO shall indemnity, hold harmless and pay AES Jordan and AES Jordan's offIcers,
directors, shareholders and employees (collectively, the b,demllitees) promptly on
demand in respect of: (a) all actions, proceedings, liabilities, claims, losses, damages,
costs, and expenses brought against, suffered, or incurred by any Indemnitee directly or
indirectly in relation to or arising out of this letter agreement, NEPCO's construction,
ownership and operation of the Scale, or the transactions contemplated hereby; and (b) all
out-of-pocket costs and expenses (including fees of legal counsel, consultants, and
advisors, and traveling costs and expenses) incurred by any Indemnitees in connection
with (i) the preparation, negotiation, execution, administration, performance or
enforcement of this letter agreement and any amendments, modifications or waivers of
the provisions hereof and (ii) any waivers, consents or approvals required under any of
the Financing Documents or the Project Agreements, or any other document or instrument
related thereto, in connection with this letter agreement. AES Jordan estimates, based on
circumstances existing on the date of this letter agreement, that the costs and expenses
referred to in clause (b) of this paragraph 3 will not exceed USD 50,000. However, the
parties agree that that amount is only an estimate and shall not be construed in any way to
limit NEPCO's liability under this paragraph 3.
4. NEPCO and AES Jordan agree that this letter agreement does not amend, modify,
supplement or waive any of the provisions of the PPA in any respect. Without limiting
the generality of the preceding sentence, NEPCO and AES Jordan agree that billing under
the PPA will continue to be handled as provided thereunder, and that measurements of
Distillate Fuel taken with the Scale will not be used for billing or any other purpose under
the PPA.
5. This letter agreement and the rights and obligations hereunder shall be interpreted,
construed and governed by the laws of the Hashemite Kingdom of Jordan (without regard
to conflicts oflaw rules).
2
rf AES AES Jordon PSC
6. This letter agreement shall become effective upon execution by AES Jordan and NEPCO.
This letter agreement may be executed in more than one counterpart, each of which shall
be deemed to be an original and all of which when taken together shall be deemed to
constitute one and the same instrument. Delivery of an executed counterpart of a
signature page of this letter agreement by facsimile or portable document format ("pdf')
shall be effective as delivery of a manually executed counterpart of this letter agreement.
Yours faithfully,
Name:
Title:
Acknowledged and agreed:
N,m'~.e4,
Title M~~ \:)~rEc..~
3
Exhibit A
rf AES
AES Jofdon PSG
Scale Premises
[see attached]

Aepp Ppa Aio

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EXECUTION VERSION

AMMAN EAST POWER PROJECT

POWER PURCHASE AGREEMENT

THE NATIONAL ELECTRIC

AES JORDAN PSC

for a 280 - 400 MW

TITLE PAGE NO.

ARTICLE 1 DEFINITIONS .................................................................................................2

ARTICLE 2 INTERPRETATION ......................................................................................16

ARTICLE 4 SALE AND PURCHASE OF CAPACITY AND ENERGY.........................19

ARTICLE 5 TERM, DEFAULTS AND REMEDIES ........................................................21

ARTICLE 6 COVENANTS, REPRESENTATIONS AND WARRANTIES ....................27

ARTICLE 7 PRE-OPERATIONAL PERIOD ....................................................................31

ARTICLE 8 TESTING AND CAPACITY RATINGS.......................................................36

ARTICLE 9 LIQUIDATED DAMAGES PAYABLE BY PROJECT COMPANY ..........42

ARTICLE 10 CONTROL AND OPERATION OF THE FACILITY..................................48

ARTICLE 11 JOINT COORDINATING COMMITTEE.....................................................55

ARTICLE 12 ELECTRICAL INTERCONNECTION .........................................................58

ARTICLE 14 BILLING AND PAYMENT ..........................................................................61

ARTICLE 15 INSURANCE REQUIREMENTS .................................................................64

ARTICLE 16 LIABILITY AND INDEMNIFICATION......................................................68

ARTICLE 17 FORCE MAJEURE........................................................................................71

ARTICLE 18 CHOICE OF LAW AND RESOLUTION OF DISPUTES............................77

ARTICLE 19 NO LIABILITY FOR REVIEW ....................................................................79

ARTICLE 20 NOTICES .......................................................................................................80

ARTICLE 21 MISCELLANEOUS PROVISIONS ................................................................1

THIS POWER PURCHASE AGREEMENT (this "Agreement") is entered into as of this

NOW THIS AGREEMENT WITNESSETH as follows:

"Abandonment" means a voluntarily cessation by the Project Company of the construction

"AGC" means automatic generation control.

"Agent" has the meaning set forth in Article 5.2.

"Bid Date" means 21 December 2005.

"Capacity Charge" has the meaning set forth in Schedule 5.

"Cause" means, in relation to the issuance, renewal, revocation, amendment or modification

(c) any Withdrawal of Government Authorisation; or

"Commissioned" means notification by the Project Company, accompanied by a certificate

"Commissioning" means the process by which a Phase is Commissioned.

"Connection Agreement" means the agreement, substantially in the form of Schedule 3,

"Contractors" means the Construction Contractor and the O&M Contractor.

"Dinar", "JD" or "JOD" all mean the lawful currency of Jordan.

"Electrical Interconnection Facilities" means all facilities and equipment described in

"Energy Charge" has the meaning set forth in Schedule 5.

"Engineer" means the independent consulting engineering company of international repute

"Force Majeure" bears the meaning attributable thereto in Clause 17.1.

"Forced Outage" means a failure to make available the Dependable Capacity:

(b) that is not the result of a Scheduled Outage or a Maintenance Outage;

(c) that is not the result of an event or occurrence of a Force Majeure;

"Functional Specifications" means the characteristics (adjusted to Site Reference

"Government" or "GOJ" means the Government of the Hashemite Kingdom of Jordan,

"Government Authorisations" means all formal written permits, licenses, authorisations,

"Investor" means a shareholder of the Project Company.

"Jordan" means the Hashemite Kingdom of Jordan.

"Joule" means the energy equivalent as defined in ISO. 1000-1992(E).

"kW" means Kilowatts.

"kWh" means Kilowatt-hours.

"Maintenance Outage" means an interruption or reduction of the generating capability of the

(a) is not a Scheduled Outage;

(b) has been scheduled in accordance with Article 10.4(g); and

"Ministry of Finance/Department of Lands and Survey" means the Ministry of

"Month" means a month according to the Gregorian Calendar.

"MW" means megawatts.

"MWh" means megawatt hours

"Notice" has the meaning set forth in Article 20.

"O&M Contractor" bears the meaning attributable thereto in the IA.