DATED2004
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DATED2004
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(1)
RIDGEWOOD
ROC II 2003 LLC
(2)
CLPE
ROC-2 LIMITED
(3) CLPE
ROC-2A LIMITED
(4)
THE
PROJECT COMPANIES within mentioned
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relating
to the development of electricity
generation
plants on behalf of the
Project
Companies
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EVERSHEDS
LLP
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Tel:
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bir_corp\718909\6
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CONTENTS
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Clause
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Page
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Section
1
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Interpretation
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3
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Section
2
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Appointment
of Agents
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8
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Section
3
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Development
of New Projects
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9
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Section
4
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Ownership
and Operation of New Projects
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10
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Section
5
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Operations,
Repair and Maintenance of New Projects
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11
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Section
6
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Marketing
Services
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12
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Section
7
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Agent
Services
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12
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Section
8
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Payments
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12
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Section
9
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Joint
and Several Obligations
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15
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Section
10
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Indemnity
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15
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Section
11
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Assignment
and Delegation
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16
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Section
12
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Release,
Adherence & Accession
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16
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Section
13
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Conflict
of Interest
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17
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Section
14
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Limitation
of Liability
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17
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Section
15
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Relationship
of the Parties
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17
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Section
16
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Disputes
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18
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Section
17
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Notices
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18
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Section
18
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Force
Majeure
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19
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Section
19
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Governing
Law
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19
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Section
20
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Third
Parties
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19
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Section
21
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Counterparts
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20
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Schedules
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1
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Project
Companies
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21
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2
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Developer
Services to be carried out
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22
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3
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The
Agent Services
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24
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4
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Deed
of Release, Adherence and Accession
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25
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bir_corp\718909\6
THIS
AGREEMENT
is made
the day of 2004
BETWEEN
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(1)
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RIDGEWOOD
ROC II 2003 LLC,
a
Delaware limited liability company trading in the U.K. whose
registered address is situate at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇,
▇▇▇▇▇,
▇▇▇ (the "Developer");
and
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(2)
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CLPE
ROC-2 LIMITED
a
company incorporated in England and Wales with company number 05040534
whose registered office is Units ▇▇ & ▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (the "Bank Agent");
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(3)
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CLPE
ROC-2A LIMITED
a
company incorporated in England and Wales with company number 05188043
whose registered office is Units ▇▇ & ▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (the "Non Bank Agent");
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(4)
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THOSE
COMPANIES
brief details of which are set out in Schedule
1
hereto (the "Project
Companies"
and each a "Project
Company").
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WHEREAS
| (A) |
The
Bank Companies (as defined below) and the Bank Agent are all direct
or
indirect wholly owned subsidiaries of CLPE Projects 2 Limited (“Projects
2”) and the Non Bank Companies (as defined below) and the Non Bank
Agent
are all members of the CLP group.
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| (B) |
Each
Project Company:-
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(i)
owns
an
operating electricity generating plant that uses landfill gas extracted from
a
landfill site pursuant to an existing NFFO Power Purchase Agreement; or
(ii)
has
committed to build an electricity generating plant at a site in order that
it
may sell the output of the plant under an existing NFFO Power Purchase
Agreement; or
(iii) neither
owns nor has committed to build electricity generating plant pursuant to a
NFFO
Power Purchase Agreement but has rights to a landfill site from which landfill
gas may be extracted
(and
in
the case of each of (i) and (ii) above such existing or proposed electricity
generating plants including their associated gas extraction, collection, burning
and handling equipment, transformers, switchgear and other associated plant,
machinery infrastructure equipment and apparatus from time to time shall be
hereinafter referred to as an “Existing Project”).
| (C) |
Each
Project Company with an Existing Project is desirous of
adding additional generating capacity and additional infrastructure
improvements at its Site so that such Project Company might use the
surplus landfill gas to generate additional electricity and each
Project
Company with no Existing Project is desirous of constructing, developing
and operating electricity generating equipment at its Site in order
to
generate new electricity (in each case a “New Project”), such electricity
to be sold, along with its environmental attributes, to one or more
third
parties pursuant to new electricity sales agreements (“Subsequent
Electricity Sales Agreements”).
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| (D) |
Each
of the Project Companies does not currently have available sufficient
financial resources to undertake the development and operation of
a New
Project, and each of them has requested that the Developer fund the
New
Project using monies provided by the Powerbank II Fund and undertake
the
following services and activities as described herein:
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(1)
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to
use commercially reasonable efforts to construct, install and commission
a
New Project at the Site for the benefit of the Project Company as
described herein; including, without limitation, the services set
forth on
Schedule
2
hereto
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(2)
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after
Commissioning of the New Project, to use commercially reasonable
efforts
to arrange for the operation and maintenance services necessary for
the
ongoing operation of the New Project, and
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(3)
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after
Commissioning of the New Project, to use commercially reasonable
efforts
to perform the marketing services necessary to arrange for the sale
of
electricity and environmental attributes produced by the New Project
under
a Subsequent Electricity Sales Agreement for the benefit of the relevant
Project Company.
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| (E) |
The
Developer is prepared to undertake all such services and activities
(“Developer Services”) requested by the Project Companies in respect of
the New Projects on the terms and conditions set forth herein, including,
specifically, compensation set forth in Section
8
below.
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| (F) |
The
Bank Agent and the Non Bank Agent have been established for the purpose
of
coordinating the activities of each of the Bank Companies and Non
Bank
Companies respectively in connection with the New Projects; including,
without limitation, the performance on behalf of each of the relevant
Project Companies of all of their respective obligations hereunder,
as
well as the performance of the agent services more fully described
on
Schedule
3
hereof (the “Agent Services”).
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NOW
THEREFORE, the parties agrees as follows:
| Section 1. |
Interpretation
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(a) Definitions
In
this
Agreement and the Schedules hereto the following words and expressions shall,
unless the context otherwise requires or is inconsistent therewith, have the
following meanings:
“Agent”
means
either of the Bank Agent or the Non Bank Agent acting in its agent capacity
pursuant to the terms of this Agreement and “Agents” shall be construed
accordingly;
“Bank
Company” means
those Project Companies (as at the date of this Agreement listed in Part
1 of
Schedule
1)
which
are a party or become a party to this Agreement in accordance with Section
12
and which
are
direct or indirect subsidiaries of Projects 2;
"Commissioning"
means
the
stage at which the installation of the Equipment at the relevant Project
Company
Site has been completed and the New Project has been consistently (over a
period
of 7 days) exporting electricity to the National Grid and Commissioned shall
have the appropriate meaning;
“Equipment” means
in
relation to any New Project, the electricity generating facilities installed
(separate from and in addition to such electricity generating facilities
installed or to be installed in relation to an Existing Project) on a relevant
Site by the Developer in accordance with the terms of this
Agreement;
“Facility
Agreement”
means
the
amended and restated facility agreement dated on or around the date of this
Agreement between (inter alios) Projects 2 as borrower, certain of the Project
Companies, the Bank Agent and Bank of Scotland, and includes all restatements
amendments and variations thereof and supplements thereto from time to time
in
force;
an
"Insolvency
Event" means
any
of the following events:-
the
Agent
is deemed unable to pay its debts in accordance with Section 123(1)(b) or
(c) or
(2) of the Insolvency Act 1986 or becomes unable generally pay its debts
as they
fall due, or otherwise becomes or is declared insolvent, or suspends making
payments (whether of principal or interest) with respect to all or any class
of
its debts or announces an intention to do so; or
an
application for an administration order in relation to the Agent is presented
to
the court or in the case of the Bank Agent, any meeting of any Debtor Party
(as
defined in the Facility Agreement) is convened for the purpose of considering
any resolution to present an application for such an order; or
any
steps
are taken with a view to proposing (under any enactment or otherwise) any
kind
of composition, scheme of arrangement, compromise or arrangement involving
the
Agent and its creditors generally (or any class of them); or
any
administrative or other receiver or any manager of the Agent or any of its
property is appointed or the directors of the Agent request any person to
appoint such a receiver or manager; or
any
steps
are taken to repossess any goods in the Agent’s possession under any hire
purchase, conditional sale, chattel leasing, retention or title or similar
agreement or any steps are taken with a view to putting or effecting in force
any kind of attachment, sequestration, distress, arrestment or execution
(except
in all cases where any such steps:-
(a) give
rise
to a claim or potential liability of less
than
£50,000 and the claim or liability or being contested in good faith;
or
(b) are
otherwise discharged within thirty days after
being levied, enforced or sued out),
against
the Agent or any of its property; or
any
meeting of the Agent is convened for the purpose of considering any resolution
for (or to petition for) its winding up, the Agent passes such a resolution,
or
the Agent or any other person presents any petition for the Agent’s winding up,
or an order for the Agent’s winding up is made on the petition of any of its
creditors; or
any
steps
are taken with a view to the dissolution of the Agent (other than for the
purpose of any reconstruction or amalgamation which, in the case of the Bank
Agent only, has been previously sanctioned in writing by the Bank of Scotland);
or
anything
analogous to or having a substantially similar effect to any of the events
specified in this definition shall occur under the laws of any applicable
jurisdiction; or
the
Agent
ceases, or threatens to cease, to carry on all or a substantial part of its
business.
the
"Kilowatt
Hour Rate"
5.3
▇▇▇▇▇;
“NFFO
Power
Purchase means
contracts with The Non Fossil Purchasing
Agreements”
Agency
Limited and those in connection with Scottish renewable orders including
any
replacement contract with The Non Fossil Purchasing Agency Limited concluded
in
connection with the implementation of the new British Electricity Trading
and
Transmission Arrangements in Scotland presently targeted for on or around
April
2005;
“Non
Bank
Company” means
those Project Companies (as at the date of this Agreement listed in Part
2 of
Schedule
1)
which
are a party or become a party to this Agreement in accordance with Section
12
and
which are not Bank Companies ;
"Relevant
Project
for
each
Project Company the later of (i) the date
Company
Long Stop
Date"
(if
any)
shown in Schedule
1,
(ii)
the date twelve months after the first payment under the Development Services
Agreement and (iii) the date when the Developer (or its subcontractors)
acknowledge that Commissioning will not take place for a particular site/or
removes the Equipment being itself no later than eighteen months after the
first
payment under the Development Services Agreement;
“Site” means
in
relation to any New Project the landfill site on which the new or additional
(as
the case may be) electricity generating equipment is to be constructed and/or
installed pursuant to this Agreement;
"Term"
means
in
respect of a New Project the period of time commencing on Commissioning and
ending on the later of (i) the tenth anniversary of Commissioning and (ii)
the
date when the Developer exercises its right to take away any New Project
Equipment from the Site in accordance with its rights under Section
4;
“Third
Amendment
and means
the
third amendment and restatement
Restatement
Agreement” agreement
made between inter alios, (1) Projects 2, (2) CLPE 1999 Limited, (3) CLPE
Projects 1 Limited, (4) CLPE ROC 1 Limited (4) the Bank Agent, (5) certain
Project Companies and (6) the Bank of Scotland on or around the date of this
Agreement;
and
each
of the following shall have the meaning set forth in the recitals to this
Agreement:
“Agent
Services”
“Developer
Services”
“an
Existing Project”
“a
New
Project”
“Projects
2”
“a
Subsequent Electricity Sales Contract”
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(b)
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Words
and expressions defined in the Companies Act 1985 (as amended) (the
"Companies
Act")
shall (unless the context clearly does not so permit) bear the same
meanings where used in this
Agreement.
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(c)
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The
ejusdem generis rule of construction shall not apply to this Agreement
and
accordingly general words shall not be given a restrictive meaning
by
reason of their being preceded or followed by words indicating a
particular class or examples of acts matters or
things.
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(d)
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Words
importing the singular shall include the plural and vice versa and
words
importing any gender shall include all other genders and references
to
persons shall include corporations and unincorporated
associations.
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(e)
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References
in this Agreement to statutory provisions shall be construed as references
to those provisions as respectively amended consolidated extended
or
re-enacted from time to time and shall include the corresponding
provisions of any earlier legislation (whether repealed or not) and
any
orders regulations instruments or other subordinate legislation made
from
time to time under the statute
concerned.
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(f)
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References
to this Agreement shall include the Schedules hereto which shall
form part
hereof and shall have the same force and effect as if expressly set
out in
the body of this Agreement.
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(g)
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The
Clause headings in this Agreement are for convenience only and shall
not
affect the interpretation hereof.
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(h)
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References
to a document being in the agreed terms shall be reference to a document
the form of which has been agreed and initialled by or on behalf
of all
the parties hereto.
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| Section 2. |
Appointment
of Agent.
Each of the Bank Companies hereby appoints the Bank Agent as its
agent and
each of the Non Bank Companies hereby appoints the Non Bank Agent
as its
agent, for all purposes in connection with the activities and transaction
contemplated by this Agreement. Each Agent hereby accepts such
appointment, and agrees to use commercially reasonable efforts to
perform
the Agent Services for and on behalf of each relevant Project Company
in
respect of its New Project as set out in this Agreement or as otherwise
may be agreed in writing between such Project Company and such Agent,
with
the approval of the Developer provided that each Agent shall be entitled
to recover from the relevant Project Companies all costs incurred
by it in
delivering the Agent Services. Each Agent shall be the sole authorized
representative of each of the relevant Project Companies in connection
with the development of the New Projects and the execution of any
Subsequent Electricity Sales Agreements, and shall have the authority
to
enter into binding legal obligations on behalf of each of the relevant
Project Companies in connection therewith. The Developer and other
third
parties may rely on such authority of the Agent without further inquiry.
Each of the Project Companies will execute on the date hereof a power
of
attorney in the agreed terms which shall appoint the relevant Agent
as its
attorney in accordance with this Section
2.
The Bank Companies shall jointly and severally indemnify and hold
the Bank
Agent harmless and the Non Bank Companies shall jointly and severally
indemnify and hold the Non Bank Agent harmless, from all loss, cost
or
expense arising out of the operation of the Agent Services and each
Agent
shall be entitled to reimbursement from the relevant Project Companies
in
respect of any expenses incurred in the operation of the Agent Services.
Each Agent will use commercially reasonable endeavours to perform
the
Agent Services within the time agreed and to the standard agreed
and, if
no time or standard is agreed, then within a reasonable time and
to a
reasonable standard. If despite those endeavours an Agent is unable
for
any reason other than that Agent’s negligence or wilful default, to
perform such services and activities such Agent will be deemed not
to have
breached this Agreement.
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It
is
agreed that neither Agent will have any liability to the Developer or the
Project Companies for indirect or consequential loss (which terms include,
without limitation, pure economic loss, loss of profits, loss of business,
depletion of goodwill and like loss) howsoever caused save that neither Agent
excludes its liability (if any) to the Developer or the Project Companies for
loss arising from the Agent’s wilful default or for personal injury or death
resulting from that Agent’s negligence, fraud or for any matter which it would
be illegal for such Agent to exclude or to attempt to exclude its
liability.
The
Developer agrees that it shall not enforce or seek to enforce any of its rights
against the Project Companies and shall have recourse only to the relevant
Agents, save in relation to the Developer’s right of indemnity pursuant to
Section
4.
If
an
Insolvency Event occurs in respect of an Agent the appointment of that Agent
under this Section shall immediately terminate and all obligations, rights
and
remedies shall be direct between the relevant Project Companies and the
Developer pending the appointment (if any) of a replacement to that Agent as
specified below. Any monies held by such Agent on behalf of the Project
Companies shall be paid by the Agent to the relevant Project Company to enable
it to fulfil its obligations under this Agreement.
In
the
event that an Insolvency Event occurs in relation to an Agent, the relevant
Project Companies shall as soon as reasonably practical appoint another party
to
be a Bank or Non Bank Agent as the case may be pursuant to this Agreement and
shall procure that the replacement Agent enters into all novations, deeds and
covenants as may be necessary to ensure the replacement Agent is bound by the
obligations and terms of this Agreement and all other relevant arrangements
contemplated by this Agreement (subject always to the terms of:-
(a) a
ROC
Project DSA Direct Agreement entered into on the date hereof between the
Developer, the Agents, the Project Companies and the Governor Company of the
Bank of Scotland; and
(b) the
Facility Agreement).
| Section 3. |
Development
of New Projects.
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| (a) |
The
Developer hereby undertakes to use all reasonable commercial efforts
to
cause the construction, installation and Commissioning of a New Project
at
each relevant Site for the benefit of each Project Company in accordance
with the terms hereof. The parties contemplate that the Developer
will
enter into a development agreement with CLP Developments Limited
a company
registered in England and Wales with number 04502342 (“CLP Developments”)
substantially in the form of the agreement in the agreed terms (the
“Development Services Agreement”) for procurement of equipment, and the
construction, installation and Commissioning of each New Project
on a
“turnkey” fixed-price basis of £850,000 per megawatt of rated export
capacity of the generating equipment installed in each New Project
(pro-rated to the extent that such installed capacity is expressed
in
other than whole megawatt amounts). If the Developer wishes to terminate
or amend the Development Services Agreement or waive any of its rights
thereunder or enter into a new development agreement it shall first
obtain
the consent of the Agents to such termination, amendment, waiver
or new
agreement and such consent of the Agents shall not be unreasonably
withheld or delayed.
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| (b) |
Each
of the Project Companies and the Agents agree to accept the performance
of
CLP Developments (or any other company within the same group) under
the
Development Services Agreement as performance by the Developer hereunder.
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| (c) |
Where
the Developer has not by the Relevant Project Company Long Stop Date
reached Commissioning on a Site the relevant Project Company shall
be
entitled to adopt any other methods to develop the Site which it
believes
are reasonable or which it considers necessary to comply with its
obligations to the owner or operator of the Site, and the relevant
Agent
may require that any Equipment is removed from the Site by the
Developer.
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| (d) |
The
Developer agrees that it shall provide or procure the provision of
separate metering and separate electricity network connection for
the New
Project to, inter alia, enable separate monitoring of electrical
output
for the New Project and (where relevant) the Existing Project at
each
Site.
|
| Section 4. |
Ownership
and Operation of New Projects.
Notwithstanding the Commissioning of any New Project, the Developer
will
retain title to and ownership of all Equipment, and the Project Company
shall have the right to use such Equipment for the Term to generate
electricity (and related environmental attributes) for sale under
Subsequent Electricity Sales Agreements for so long as such Project
Company remains in compliance in all material respects with the material
terms of this Agreement applicable to it. In the event that the relevant
Project Company (or its Agent) shall materially default on any of
their
respective obligations hereunder, and such default continues uncured
for a
period of thirty days after written notice from the Developer, then
the
Developer may take possession of the Equipment and remove it from
the Site
or otherwise exercise any and all other remedies available under
this
Agreement or otherwise at law. The Project Company will indemnify
and hold
the Developer harmless from all loss, cost or expense arising from
the
assertion by any party of any lien, encumbrance or claim of title
or
ownership interest with respect to the any of the Equipment which
arise as
a result of any act or omission of the Project Company or its Agent.
|
The
parties acknowledge that a Site may, following Commissioning, cease to generate
sufficient exporting capacity to make the New Project economically viable.
If
the Developer determines in its absolute discretion and acting reasonably that
the New Project has ceased to be economically viable, it shall notify the
relevant Agent and the relevant Project Company accordingly in writing together
with the reasons for its decision. Upon receipt of the notice by the relevant
Agent, the Developer or its agents shall be authorised to enter the Site and
remove any Equipment from the Site that has been constructed, installed or
commissioned under the terms of this Agreement, providing always that the
Developer shall not be entitled to exercise its rights under this paragraph
to
the extent, in doing so, it would result in:-
(i) any
loss
of revenue under any electricity supply agreement in respect of Existing
Project; or
(ii) cause
any
damage to an Existing Project; or
(iii) any
breach of any existing contractual obligations relating to any Existing Project
on the Site.
| Section 5. |
Operations,
Repair and Maintenance of New Projects.
After Commissioning of a New Project, the Developer will use all
commercially reasonable efforts to operate and maintain the New Project
in
a reasonable manner for the benefit of the relevant Project Company.
The
Developer acknowledges that the Project Companies may already have
an
operator providing operation and maintenance services at an Existing
Project and that to have two different operators on the same site
would
cause unnecessary disruption and possible duplication. The Developer
therefore agrees that the Developer will procure that the same operator
is
used for the New Project and the Existing Plant. The parties contemplate
that the Developer will enter into an Operations, Repair and Maintenance
Agreement with CLP Services Limited a company incorporated in England
and
Wales with number 04502345 (“CLP Services”) or such other supplier of
operations, repair and maintenance services as the Developer shall
from
time to time deem appropriate and which the relevant Agent consents
to
(such consent not to be unreasonably withheld or delayed) , substantially
in the form of the agreement in the agreed terms with respect to
each New
Project (the “O&M Services Agreement”), and each Project Company
agrees to accept the performance by CLP Services (or such other member
of
its group) or such other supplier of operations, repair and maintenance
services as aforesaid under the O&M Services Agreement as performance
by the Developer hereunder. If the Developer wishes to terminate
or amend
the O & M Services Agreement or waive any of its rights thereunder or
enter into a new operations, repair and maintenance agreement it
shall
first obtain the consent of the relevant Agent to such termination,
amendment, waiver or new agreement and such consent of the Agent
shall not
be unreasonably withheld or delayed and such new agreement shall
be deemed
to be an O&M Services Agreement for the purposes of this Agreement. To
the extent that any of the equipment constituting a New Project is
repaired or replaced under the O&M Services Agreement, title to such
repaired or replaced equipment, or any component thereof, shall pass
to
and be held by the Developer, and neither the Agent nor any Project
Company shall have any ownership rights with respect thereto. The
Developer will deliver to the relevant Agent evidence of any amounts
paid
or payable by the Developer to CLP Services under such O&M Services
Agreement in order to permit the Agent to determine the amounts payable
to
the Developer with respect thereto as set forth in provisions of
Section
8
below.
|
Where
Equipment is removed from the Site following Commissioning in accordance with
Section
4,
the
Developer shall terminate the relevant O&M Services Agreement.
| Section 6. |
Marketing
Services.
The Developer will use commercially reasonable efforts to identify
potential purchasers of electricity and environmental attributes
from each
New Project, and to negotiate the terms and conditions of potential
Subsequent Electricity Sales Agreements for the benefit of the relevant
Project Company. Once the Developer obtains terms and conditions
that are
reasonably satisfactory to the relevant Agent, such Agent will execute
and
deliver the Subsequent Electricity Sales Agreement to the purchaser
identified therein on behalf each of the relevant Project Companies.
The
Developer and each of the Agents agree that in agreeing the terms
of a
Subsequent Electricity Sales Agreement no terms will be agreed which
would
have a material adverse effect on any existing electricity supply
agreement at the relevant Site.
|
| Section 7. |
Agent
Services.
Each Agent will use commercially reasonable efforts to perform the
Agent
Services for the benefit of each of the relevant Project Companies
and the
Developer.
|
| Section 8. |
Payments.
After Commissioning of a New
Project:
|
(i) the
Bank
Agent shall collect, on behalf of each Bank Company, all of the revenues payable
to such Bank Company under a Subsequent Electricity Sales Agreement,
and
(ii)
the
Non
Bank Agent shall collect, on behalf of each Non Bank Company, all of the
revenues payable to such Non Bank Company under a Subsequent Electricity Sales
Agreement,
Each
Agent shall pay over or apply such revenues for the benefit of each Project
Company, on a monthly basis in the following amounts and in the following order
of priority:
|
(a)
|
First,
and ranking equally (i) the full amount of any royalties due to any
landfill owner and the full amount of any other payments due to any
third
party (and for the purposes of this section third party shall not
include
any company which is in the same group as Projects 2 or the Developer)
under any agreement between such Project Company and such landfill
owner
or un-affiliated third party, to the extent that such royalties or
other
payments are attributable only to the installation and/or operation
of a
New Project on a Site and (ii) to the Developer, an amount equal
to the
amount payable by the Developer to CLP Services Limited under the
O&M
Services Agreement with respect to the operation of the New Project.
|
|
(b)
|
Next,
but subject in respect of Bank Companies only, to the provisos to
this
Section
8
in
paragraph (e), to the Developer, the amount determined by multiplying
(x)
the number of kilowatt hours generated by the New Project during
such
month that qualify for renewable obligations certificates times
(y) the amount by which the aggregate price received by the Project
Company per kilowatt hour for the sale of such electricity and
environmental attributes generated by a New Project exceeds the Kilowatt
Hour Rate less any amount of royalty due on the revenue amount so
calculated. For the avoidance of doubt, if the royalty agreement
for a
given Site provides for a variable royalty rate then the royalty
amount to
be deducted from the payment calculated pursuant to this Section
8(b)
shall be the amount calculated using the average royalty rate at
such Site
taking into account the total output of the Site and the sales price
of
the electricity and other attributes in the relevant period.
|
|
(c)
|
Next,
but subject in respect of Bank Companies only, to the provisos to
this
Section
8 in
paragraph (e), to the Developer, an amount equal to £12,250 times
the nameplate rated export capacity (in megawatts including partial
megawatts) of each New Project, such payment to be made from the
earlier
of (i) the date that such New Project has reached Commissioning and
(ii)
the Relevant Project Company Long Stop Date (pro-rated to the extent
that
the first month of operation is less than a full calendar month),
provided, however, that from and after the tenth anniversary of the
Commissioning Date (or the Relevant Project Company Long Stop Date;
if
appropriate) of any New Project, this amount shall be payable to
the
Developer only to the extent that the amounts of revenue collected
by the
relevant Agent with respect to such New Project are sufficient to
permit
the relevant Project Company to make all or any part of such payment
and
provided further that if by the Relevant Project Company Long Stop
Date
the Developer has under the Development Services Agreement either
(i)
removed the Equipment and resited it or (ii) required that the Equipment
be sold then any proceeds of sale of the Equipment shall, having
been
returned under the Development Services Agreement to the Developer,
or
payments made in respect of the resited Equipment be credited to
the
Developer and the payments hereunder reduced accordingly.
|
|
(d)
|
To
the extent that the revenues collected by an Agent are insufficient
or in
respect of Bank Companies only, the provisos to Section
8(e) below
apply to reduce the revenues to an extent that they are insufficient,
to
permit all of the payments to the Developer described in Sections
8(b)
to
8(c)
inclusive to be made in full with respect to each New Project and
relevant
Project Company, the following provisions shall
apply:-
|
|
(i)
|
in
accordance with the joint and several obligations in Section
9,
the other Agent (hereinafter referred to as the “Funding Agent”) shall, to
the extent it holds surplus funds after making payments on behalf
of its
relevant Project Companies in accordance with Sections
8(a) to 8(c),
apply such surplus funds in making good any shortfall in the payments
of
the Agent which has insufficient funds as described above, (such
Agent
hereinafter referred to as the “Shortfall Agent”) by paying the amount of
the shortfall (or part thereof) to the Developer on the Shortfall
Agent’s
behalf;
|
|
(ii)
|
if
the Funding Agent has insufficient funds to discharge all of the
shortfall
in accordance with paragraph (i) above, then the amount of the remaining
shortfall shall be carried forward (with interest at 10% per annum)
and
shall be payable out of any revenues received by the Shortfall Agent
with
respect to the operation of the New Projects (or by the Funding Agent
in
accordance with the provisions of Section
9
below).
|
Each
Agent shall maintain appropriate accounting records for each relevant New
Project and relevant Project Company to demonstrate compliance with the terms
of
this Agreement.
(e) To
the
extent that the revenues collected by each Agent at any time exceed the amounts
required to be paid pursuant to Sections
8(a) to 8(d)
inclusive then the excess shall, subject to the provisions of Section 8(d)
be
paid over or otherwise applied by the Agent in its absolute
discretion
PROVIDED
ALWAYS THAT
(i)
none
of
the amounts specified in Sections
8(b) to (e)
(and for
the avoidance of doubt, any amount due as a consequence of the joint and several
obligations of any Bank Company pursuant to Section 9) inclusive shall be paid
by the Bank Agent if and to the extent that the Bank Agent would as a result
of
such payment be in breach of Clause 9.6.1.2 of the Facility Agreement,
and
(ii)
payment
of the amounts specified in Sections
8(a)
to
(e)
inclusive by the Bank Agent shall not, for the avoidance of doubt, be treated
as
a breach of Clauses 19.7 and/or Clause 19.8 of the Facility Agreement unless
proviso (i) above applies to such payment.
|
(f)
|
If
the Developer exercises its rights to remove the New Project Equipment
from the Site then the obligation to make payments under Section
8(c)
shall continue in accordance with that section provided that the
Developer
shall use all reasonable commercial endeavours to re-site and reuse
the
Equipment and/or sell such equipment to a third party and if successful
shall notify the relevant Agent of any monies received from such
reuse or
sale to enable the adjustments to be made to payments under Section
8(c).
|
| Section 9. |
Joint
and Several Obligations.
Notwithstanding the expectation of the parties that each Agent will
collect revenues and will maintain records on an individual basis
for each
relevant New Project and relevant Project Company, the parties intend
that
the payments to the Developer described in part
(ii) of Section 8(a) and
Sections 8(b) and 8(c)
(and any interest chargeable thereon by reference to Section
8(d)(ii))
above shall be the joint and several obligations of each of the Project
Companies, and that all such amounts shall be required to be paid
in full
(including any arrears) before any amounts may be paid over by an
Agent to
any Project Company or otherwise applied under the provisions of
Section
8(e) above.
Subject to the Bank Agent complying with the terms of Section
8(e)(i),
each of the Project Companies hereby authorise their Agent to make
such
payments to the Developer as are necessary to satisfy its joint
obligations under this Section
and Section
8(d)(i) above.
For the avoidance of doubt, neither Agent shall be obliged to make
any
payments to the Bank or the other Agent pursuant to this Section
9.
|
The
provisions of this Section
9
apply
only to revenue generated by the activities of the New Project and the liability
of the Project Companies under the joint and several obligations in this
Section
9 shall
be
limited to the revenues of the Project Companies generated by or relating to
the
activities of the New Projects only. Neither this Section
9 nor
any
other part of this Agreement shall operate to create a claim on the part of
either of the Agents or the Developer on the revenue, assets or cash flow of
the
Existing Project.
| Section 10. |
Indemnity.
The Developer acknowledges that the service which it will be providing
under this Agreement may have an effect on the operation of one of
more of
the Existing Projects and it therefore agrees to indemnify and keep
indemnified the relevant Agent and the Project Companies for any
loss
(including loss of revenue under any electricity supply agreement
in
respect of an Existing Project), damage, liability, cost or expense
(and
for these purposes the exclusions and limitations contained in
Section
14
shall not apply) incurred as a result
of:-
|
(a) damage
to
any Existing Project; or
(b) any
breach of any existing contractual obligations relating to any Existing Project
or the Site;
caused
by
any act or omission of the Developer, its agents or subcontractors including
without limitation removal of any Equipment from the Site provided that the
liability of the Developer at each Site shall not (in relation to Bank Companies
only) exceed the amount attributable to the Existing Project for the relevant
Project Company pursuant to the lending arrangements between Projects 2 and
the
Bank of Scotland such amounts being the amount drawndown in respect of the
Project Company under the Facility Agreement at the time it became a Borrowing
Base Company (as defined in the Facility Agreement) as reduced over time by
repayment and/or prepayment (and for this purpose prepayments shall unless
specifically agreed otherwise with the Bank of Scotland be deemed to have been
applied pro rata across all outstanding loans) under the Facility Agreement
and
provided always that a claim may be made under this Section
10 only
if
(i) it exceeds £25,000 or (ii) it, when aggregated with all claims that either
have been made or could (but for (i) above) have been made, exceeds
£100,000.
| Section 11. |
Assignment
and Delegation.
No party to this Agreement shall without the prior written consent
of the
other parties hereto such consent not to be unreasonably withheld
or
delayed assign or delegate any of its duties under this Agreement
to any
other person firm or company.
|
The
parties acknowledge and consent to the rights and obligations of the Developer,
Bank Agent and Bank Companies being assigned in security to the Bank of
Scotland.
| Section 12. |
Release,
Adherence and Accession.
The parties hereto acknowledge that the Developer is desirous of
providing
New Project Equipment up to a capacity of 11.6 megawatts in aggregate
across the Sites. The parties further acknowledge that a Site may
not be
able to support sufficient exporting capacity to permit economically
viable Commissioning to take place
.
|
If
the
Developer determines at its absolute discretion and acting reasonably that
a
Site cannot be brought to Commissioning it shall notify the relevant Agent
and
the relevant Project Company accordingly in writing together with the reasons
for its decision. Upon receipt of the notice by the relevant Agent, the
Developer or its agents shall be authorised to enter the Site and remove any
Equipment from the Site that has been constructed, installed or partly
commissioned under the terms of this Agreement. Any costs incurred in relation
to the setting up of the New Project at the relevant Site which cannot be
brought to Commissioning shall not be borne by any Project Company or its Agent.
The
Developer shall, at its absolute discretion, be entitled, but not obliged,
to
nominate other members of its group and the Project Companies shall be entitled
to suggest members of their group as a replacement for the Project Company
Site
that cannot be Commissioned. The Developer shall, at its option, select a
project company to replace the Project Company that cannot be Commissioned
and,
subject to the relevant project company:-
(a) where
the
new project company shall be admitted as a Bank Company, satisfying the
conditions precedent for a Mixed Project Company pursuant to clause 4 of the
Third Amendment and Restatement Agreement; and
(b) entering
into the Deed of Release, Adherence and Accession substantially in the form
set
out in Schedule
4
provide
Developer Services described in this Agreement to such project company instead
of providing such Developer Services to the Project Company that cannot be
Commissioned. A “New Project” shall be deemed to mean the project carried on by
the outgoing Project Company up to the substitution date and, thereafter the
project carried on by the new Project Company. The period ending on the Relevant
Project Company Long Stop Date shall continue to run without interruption
despite substitution.
Whether
a
Site can be Commissioned shall be determined by the Developer having regard
to,
inter alia, whether the Site can be Commissioned on economically viable terms.
The decision of the Developer shall be final and binding on the parties hereto
save in cases of manifest error or bad faith.
| Section 13. |
Conflict
of Interest.
The Developer shall not be prohibited from entering into further
consultancy agreements similar to this Agreement with other parties
for
the purposes of developing, managing and commissioning or consulting
on
other projects of a similar nature to the New
Projects.
|
| Section 14. |
Limitation
of Liability.
The Developer will use commercially reasonable endeavours to perform
the
services and activities hereunder within the time agreed and to the
standard agreed and, if no time or standard is agreed, then within
a
reasonable time and to a reasonable standard. If despite those endeavours
the Developer is unable for any reason other than the Developer’s
negligence or wilful default, to perform such services and activities
the
Developer will be deemed not to have breached this
Agreement.
|
It
is
agreed that the Developer will have no liability to the Agents or the Project
Companies for indirect or consequential loss (which terms include, without
limitation, pure economic loss, loss of profits, loss of business, depletion
of
goodwill and like loss) howsoever caused save that the Developer does not
exclude its liability (if any) to the Agents or the Project Companies for loss
arising from the Developer’s wilful default or for personal injury or death
resulting from the Developer’s negligence, fraud or for any matter which it
would be illegal for the Developer to exclude or to attempt to exclude its
liability.
| Section 15. |
Relationship
of the Parties.
Nothing in this Agreement shall constitute or be deemed to constitute,
make or otherwise give effect to a joint venture, pooling arrangement
or
partnership between the parties or create any relationship of employment
between the parties.
|
| Section 16. |
Disputes.
If a dispute of any kind whatsoever arises between the parties in
connection with or arising out of this Agreement it shall be settled
in
accordance with the following
provisions.
|
|
(a)
|
For
the purpose of this Section, a dispute shall be deemed to arise when
one
party serves on the other a notice in writing (hereinafter called
the
"Notice
of Dispute")
stating the nature of the dispute and requiring the dispute to be
considered by an adjudicator who, if not agreed upon between parties,
shall be appointed by the Chairman of the Chartered Institute of
Arbitrators in England upon application by either of them. The dispute
shall thereafter be referred and considered by such adjudicator in
accordance with the procedure under the TeCSA Adjudication Rules
2002,
version 2.0 or any amendment or modification thereof being in force
at the
date of such notice. The recommendation of the adjudicator shall
be deemed
to have been accepted in settlement of the dispute unless written
Notice
to Refer under Section
16(b)
is
served within one calendar month of the receipt of the adjudicator's
recommendation.
|
|
(b)
|
Where
either party is dissatisfied with any recommendation of an adjudicator
appointed under Section
16(a)
then such party may within one calendar month of receipt of the
adjudicator's recommendation refer the dispute to the jurisdiction
of the
court by service a written notice (the "Notice
to Refer")
on the other party.
|
| Section 17. |
Notices.
Any notice or other communication requiring to be given or served
under or
in connection with this Agreement shall be in writing and shall be
sufficiently given or served if
delivered:
|
(a) in
the
case of each Agent to:
Bolton
BL1
4AY
Fax: ▇▇▇▇▇
▇▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇
▇▇▇▇▇▇
(b) in
the
case of each Project Company to:
Units
14-15 Queensbrook Technology Exchange
Spa
Road
Bolton
BL1
4AY
Fax: ▇▇▇▇▇
▇▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇
▇▇▇▇▇▇
|
(c)
|
in
the case of the Developer to:
|
▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Ridgwood
NJ07450
USA
Fax: ▇▇▇
▇▇▇
▇▇▇ ▇▇▇▇
Attention: ▇▇▇▇▇
▇▇▇▇▇▇▇ with a copy to ▇▇▇▇ ▇▇▇▇▇▇ at the Project Company Address
above
or
to
such alternative address, fax number or person as any party may nominate by
notice to the others given in accordance with this Section
17.
Any
notice shall be delivered by hand or sent by legible facsimile transmission
or
pre-paid first class post (airmail if sent to or from an address outside the
United Kingdom) and if delivered by hand or sent by legible facsimile
transmission shall conclusively be deemed to have been given or served at the
time of despatch and if sent by post aforesaid shall conclusively be deemed
to
have been received 48 hours from the time of posting (or 72 hours if sent to
or
from an address outside the United Kingdom).
| Section 18. |
Force
Majeure.
Notwithstanding any other provision in this Agreement no default
delay or
failure to perform on the part of any party shall be considered a
breach
of this Agreement if such default delay or failure to perform is
shown to
be due entirely to cause(s) beyond the direct control of the party
charged
with such default, including, but not limited to such events as riots,
civil embargoes, storms, floods, fire, earthquakes, acts of God or
the
public enemy, an act of terrorism, national emergency or nuclear
disasters, strike, lockout, labour unrest (affecting the performance
of
this agreement) provided that where such incident extends to employees
of
the Developer it is part of a national, industry - wide action. In
the
case of the occurrence of such event the time for performance required
by
either party under this Agreement shall be extended for any period
during
which performance is prevented by such event. However, any other
party may
terminate this Agreement by notice if such event preventing performance
continues for more than 60 continuous
days.
|
| Section 19. |
Governing
Law.
This Agreement shall be governed by and interpreted in accordance
with
English Law and each of the parties hereto submits to the non-exclusive
jurisdiction of the English Courts.
|
| Section 20. |
Third
Parties.
The parties to this Agreement do not intend that any of its terms
will be
enforceable by virtue of the Contracts (Rights of Third Parties)
Act 1999
by any person not a party to it.
|
| Section 21. |
Counterparts.
This Agreement may be executed in any number of counterparts and
all of
such counterparts taken together shall be deemed to constitute one
and the
same instrument.
|
IN
WITNESS whereof the parties have entered into this Agreement the day and year
first above written.
bir_corp\718909\6
SCHEDULE
1
Project
Companies
Part
1 - Bank Companies
|
Name
|
Registered
Number
|
Relevant
Project Company Long Stop Date
|
|
Garlaff
Energy Ltd
|
SC195540
|
|
|
▇▇▇▇▇▇
Bridge Energy Ltd
|
03754257
|
|
|
Chelson
Meadow Energy Ltd
|
03363593
|
|
|
Auchencarroch
Energy Ltd
|
SC195539
|
|
|
▇▇▇▇▇▇▇
Road Energy Ltd
|
03754365
|
|
|
Bellhouse
Energy Ltd
|
03466081
|
Part
2 - Non Bank Companies
|
Name
|
Registered
Number
|
Relevant
Project Company Long Stop Date
|
|
Beetley
Energy Ltd
|
04939140
|
|
|
Snetterton
Energy Ltd
|
04939139
|
|
|
Funtley
Energy Ltd
|
05188256
|
The
registered office of each Project Company registered in England and Wales is
▇▇▇▇ ▇▇ & ▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇,
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ and for any Project Company registered in Scotland
is
Princes Exchange, ▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇.
bir_corp\718909\6
SCHEDULE
2
(Developer
Services to be carried out)
The
principal objective of the Developer Services is to bring about, on behalf
of
Agents and each Project Company, the Commissioning of the New Project and in
that regard the following shall comprise the Developer Services and be carried
out by the Developer in respect of each New Project accordingly:
|
1.1
|
preparing
the Project Timetable and Project Budget in relation to a New
Project;
|
|
1.2
|
engaging
the services of, supervising and co-ordinating the third party service
providers engaged in respect of a New
Project;
|
|
1.3
|
advising
in connection with the obtaining of all necessary planning and other
consents for a New Project;
|
|
1.4
|
advising
on and carrying out the general administration of the Commissioning
of a
New Project including arranging for appropriate insurances (at the
cost of
the New Project Company) for the Project Company in respect of a
New
Project;
|
|
1.5
|
identifying
and negotiating with appropriate third parties with a view to a New
Project Company entering into a Subsequent Electricity Sales Agreement
in
relation to its New Project;
|
|
1.6
|
providing,
at all times, information in relation to the Site for a New Project
and
the New Project generally including copies of all relevant documents,
plans and specifications, consents and reports and keeping each Agent
and
the relevant Project Company informed of the progress made in respect
of
bringing about of the Commissioning of a New
Project;
|
|
1.7
|
monitoring
on behalf of a Project Company compliance with statutory, local authority,
building control and fire officer consents and requirements required
to be
complied with in the course of bringing about the Commissioning of
its New
Project;
|
|
1.8
|
monitoring
the cost control systems and budgets for each New
Project;
|
|
1.9
|
monitoring
the performance by each party to any agreement relating to the New
Project
and administering such contracts (including the ensurance of quality
control) on behalf of a Project
Company;
|
|
1.10
|
endeavouring
to carry out each New Project substantially in accordance with its
Project
Timetable and Project Budget but at all times monitoring the
same;
|
|
1.11
|
chairing
and minuting site meetings on behalf of a Project
Company;
|
|
1.12
|
providing
such assistance and advice in respect of a New Project as could reasonably
be expected of a project co-ordinator;
|
|
1.13
|
providing
for the operation and maintenance of each New Project including the
routine maintenance and major maintenance;
and
|
|
1.14
|
providing
for the administration of the New Project for the benefit of the
Project
Company including performance monitoring and preparing reports for
the
directors of the Developer, the Agents and the Project
Companies.
|
bir_corp\718909\6
SCHEDULE
3
The
Agent Services
1.
Collect
in all monies payable to any of the relevant Project Companies in accordance
with Section
8.
2.
Calculate
and make payment of all necessary amounts of monies on behalf of the Project
Companies in accordance with Section
8.
3.
Agree
with the Developer the terms of Subsequent Electricity Sales Agreements and
execute those agreements as attorney for the Project Companies.
4.
Such
other services as agreed between the Agents and the Project
Companies.
bir_corp\718909\6
SCHEDULE
4
Deed
of Release, Adherence and Accession
THIS
Deed
of Release, Adherence and Accession is made the day of between Ridgewood ROC
II
2003 LLC (“the Developer”), CLPE ROC-2 Limited and CLPE ROC-2A Limited (together
“the Agents”), [continuing Project Companies] (“the Continuing Project
Companies”), [out-going Project Company] (“the Exiting Project Company”) and
[in-coming Project Company] (“the Admitted Project Company”).
WHEREAS
|
(A)
|
Under
the terms of an agreement dated [ ] 2004, (“the ROC Project DSA”) and
entered into between the Developer, the Agents and, inter alios,
the
Exiting Project Company, the Developer agreed, inter alia, to construct,
install and commission New Projects (as defined in the ROC Project
DSA)
for, inter alios, the Exiting Project
Company.
|
|
(B)
|
In
accordance with the provisions of the ROC Project DSA, the Developer
has
determined that it cannot bring to Commissioning the New Project
at the
site occupied by the Exiting Project Company. Therefore, the parties
hereto have agreed to release the Exiting Project Company from the
ROC
Project DSA and agreed to admit the Admitted Project Company to the
ROC
Project DSA as a [Non] Bank
Company.
|
IT
IS
▇▇▇▇▇▇ AGREED AS FOLLOWS:
|
1.
|
Expressions
defined in the ROC Project DSA shall (unless the context otherwise
requires) have the same meaning when used in this
Deed.
|
|
2.
|
The
parties hereto agree to release the Exiting Project Company from
its
obligations and liabilities under the ROC Project DSA and the Exiting
Project Company agrees to waive any rights it has under the ROC Project
DSA and the power of attorney granted by the Exiting Project Company
to
the [Non] Bank Agent is hereby revoked and
terminated.
|
|
3.
|
Subject
to the Developer and the Admitted Project Company satisfying their
respective obligations under paragraph 4 hereof, the Admitted Project
Company hereby undertakes and covenants with all the parties hereto
to
comply with the provisions of and to perform all the obligations
in the
ROC Project DSA with effect from the date of this Deed as if it had
been
an original signatory to the ROC Project DSA as a “Project Company” (as
defined therein) and as a “[Non] Bank Company” and the Developer, the
Continuing Project Companies and Agent undertake and covenant with
the
Admitted Project Company to comply with the provisions of and to
perform
all the obligations in the ROC Project DSA with effect from the date
of
this Deed as if the Admitted Project Company had been an original
signatory to the ROC Project DSA as a “Project Company” (as defined
therein) and as a “[Non] Bank
Company”.
|
4.
|
4.1
|
The
Admitted Project Company hereby acknowledges that it has received
and read
the following documents:
|
|
4.1.1
|
in
the case of admission of a Bank Company only, (i) the Third Amendment
and
Restatement Agreement (ii) a deed of accession and supplemental assignment
made between, inter alios, CLPE ROC-2 Limited, certain of the Continuing
Project Companies and the Bank of Scotland on or around [ ] and (iii)
an
agreement made between, inter alios, the Developer, CLPE ROC-2 Limited,
certain of the Continuing Project Companies and the Bank of Scotland
(together the “Banking Documents” and each a “Banking Document”);
|
|
4.1.2
|
an
agreement made between the Developer and CLP Developments Limited
(company
registration number 04502342) on or around [ ] and known as the
Development Services Agreement (“the
DSA”);
|
|
4.1.3
|
an
agreement made between the Developer and [CLP Services Limited (company
registration number 04502345)] on or around [ ] and known as the
ROC
Project O&M contract (“O&M Contract”) in respect of the Site
occupied by the Exiting Project
Company;
|
|
4.1.4
|
a
power of attorney granted by the Exiting Project Company in favour
of the
[Non] Bank Agent (the “Power of
Attorney”).
|
|
4.2
|
The
Developer shall procure that it:
|
4.2.1 amends
the DSA to incorporate the Admitted Project Company; and
4.2.2 enters
into a new O&M Contract in respect of the Site occupied by the Admitted
Project Company on the same terms (mutatis mutandis) as the O&M Contract
that it has in place in respect of the Exiting Project Company.
4.3 The
Admitted Project Company shall:-
4.3.1
execute
a Power of Attorney on the same terms as that executed by the Exiting Project
Company in favour of [Non] Bank Agent/; and
4.3.2 if
the
Admitted Project is a Bank Company, execute all such documents as shall be
required to accede to the terms of the Banking Documents (to the extent it
is
not already a party to them).
5. The
Admitted Project Company hereby acknowledges that it has received and read
the
ROC Project DSA and that it assumes the rights and obligations referred to
above
on the basis of the provisions contained therein.
6. This
Deed
may be executed in any number of counterparts, all of which taken together
may
constitute one and the same deed.
[Testimonium
and Attestation clauses]
bir_corp\718909\6
SIGNED
by )
for
and
on behalf of )
RIDGEWOOD
ROC II 2003-1 LLC )
|
in
the presence of:
|
)
|
SIGNED
by
for
and
on behalf of
CLPE
ROC -2 LIMITED
in
the
presence of:
SIGNED
by
for
and
on behalf of
CLPE
ROC-2A LIMITED
in
the
presence of:
SIGNED
by
for
and
on behalf of
GARLAFF
ENERGY LIMITED
in
the
presence of:
SIGNED
by
for
and
on behalf of
▇▇▇▇▇▇
BRIDGE ENERGY LIMITED
in
the
presence of:
bir_corp\718909\6
SIGNED
by
for
and
on behalf of
CHELSON
MEADOW ENERGY
LIMITED
in
the
presence of:
SIGNED
by
for
and
on behalf of
AUCHENCARROCH
ENERGY
LIMITED
in
the
presence of:
SIGNED
by
for
and
on behalf of
▇▇▇▇▇▇▇
ROAD ENERGY LIMITED
in
the
presence of:
SIGNED
by
for
and
on behalf of
BELLHOUSE
ENERGY LIMITED
in
the
presence of:
SIGNED
by
for
and
on behalf of
BEETLEY
ENERGY LIMITED
in
the
presence of:
bir_corp\718909\6
SIGNED
by
for
and
on behalf of
SNETTERTON
ENERGY LIMITED
in
the
presence of:
SIGNED
by
for
and
on behalf of
FUNTLEY
ENERGY LIMITED
in
the
presence of: