Liberia

Kakata, Liberia

Buchanan Renewables (Monrovia) Power Inc.

Foreign Investors will be governed by the bilateral tax treaties between their respective countries of residence and Liberia. If there is no bilateral tax treaty, they will be taxed in accordance with the Laws of Liberia.

A power generation complex near Monrovia, Liberia

Power generation

About 49 hectares

The Republic of Liberia represented by the Minister of Lands, Mines and Energy; Minister of Finance; and Chairman of National Investment Commission

25 years from the earliest to occur of (i) Commercial Operations Date, (ii) date on which Buchanan Renewables (Monrovia) Power ceases efforts to complete and Commission the second Unit and (iii) date falling 12 months after the Initial Commercial Operations Date plus any extension under Section 3.1(b) (Force Majeure Events and Restoration)

Concession

2009

Buchanan Renewables (Monrovia) Power's environmental obligations are as prescribed by Environmental Laws and the Standards. On or before the earlier to occur of the Tariff Agreement Date and Construction Start Date, Buchanan Renewables (Monrovia) Power is to have filed an Environmental & Social Impact Statement and submitted an Environmental & Social Management Plan in respect of the Project. Subject to Buchanan Renewables (Monrovia) Power's compliance with Art. 7.3, the Government will, on or before the earlier of the Tariff Agreement Date and the Construction Start Date, issue an Environmental Impact Assessment license and an approval of the Company's Environmental Management Plan for the Project.

The Environmental & Social Management Plan must, to the extent required by Environmental Laws, include provisions for environmental audits and review of proposed modifications by the Environmental Protection Agency of Liberia

Buchanan Renewables (Monrovia) Power has the exclusive right on the Site to take and use, free of charge (but not to sell to any other Person without written governmental approval) such water as it considers necessary or useful for its operations under the contract

No income taxes payable on the direct sale of electricity by Buchanan Renewables (Monrovia) Power to Liberia Electric Corporation

In computing Buchanan Renewables (Monrovia) Power's net taxable income, those deductions permitted by the Laws of Liberia and an allowance for depreciation of items of plant, equipment and infrastructure comprising the Complex in an amount equal to 30% per year of the remaining balance of the un-depreciated capital cost of those items are allowed as an annual deduction from its gross income

A rate pursuant to the Laws of Liberia but not more than 30% of its net taxable income

Buchanan Renewables (Monrovia) Power intends to investigate and pursue the possibility of receiving and selling Certified Emission Reductions associated with the Complex through the Clean Development Mechanism of the Kyoto Protocol or any successor agreement. All carbon credits will be the property of Buchanan Renewables (Monrovia) Power. All revenues associated with the receipt and sale of certified emission reductions will constitute company income.

Subject to Art. 16.2 on taxation of Lenders, Buchanan Renewables (Monrovia) Power is to withhold from interest paid to non-resident Persons (excluding Lenders) the amount of Taxes required by the Laws of Liberia, but not to exceed 10% of such payments. Buchanan Renewables (Monrovia) Power is to withhold dividends paid to its shareholders or owners the amount of Taxes required by the Laws of Liberia to be withheld, but not to exceed 10% of such payments.

From and after the Effective Date until the Year in which the Term ends, Buchanan Renewables (Monrovia) Power is to contribute US$ 50,000 per year to a dedicated Liberian Bank account for support of Liberian technical and engineering education. The funds are to be contributed or dispensed annually.

Within 2 years of the Commercial Operations Date, Buchanan Renewables (Monrovia) Power must have of its 10 most senior (in authority and responsibility) positions at least 5 who are Liberian citizens. Within 5 years of the Commercial Operations Date, Buchanan Renewables (Monrovia) Power must have of its 10 most senior (in authority and responsibility) positions at least 7 who are Liberian citizens.

When purchasing goods and services related to its activities, Buchanan Renewables (Monrovia) Power must use reasonable efforts to use goods produced in Liberia by Liberian citizens, and services provided by Liberian citizens, who are resident in Liberia, which are equal to or better than comparable goods and services obtainable from other Persons taking into account price, quality, delivery schedules, availability and other terms. Buchanan Renewables (Monrovia) Power is to include in each contract or work order with its major Contractors a provision requiring them to adhere to these requirements, and to require their sub-Contractors to do so, with respect to any activities undertaken in Liberia by them on behalf of Buchanan Renewables (Monrovia) Power.

If Buchanan Renewables (Monrovia) Power becomes aware of moveable or immoveable elements or objects of national cultural heritage in the course of its construction activities, it must not move them and must provide prompt written notice of them to the Government. The Government and Buchanan Renewables (Monrovia) Power are to cooperate with each other in preserving them while not unreasonably interfering with or interrupting business and operations.

Buchanan Renewables (Monrovia) Power has the exclusive right, at its own expense, to construct and establish such infrastructure on the Site as may be necessary or appropriate in connection with the development, construction, commissioning, completion, ownership, operation, and maintenance of the Complex, including (a) employee housing (b) processing, storage, and repair facilities (c) administrative, laboratory and research facilities (d) transportation facilities and (f) all other movable and non-movable facilities and equipment affixed to, used as an integral part of or used in relation to or in connection with the above items. Buchanan Renewables (Monrovia) Power is to finance, insure, design, construct, install, commission, operate and maintain the Complex and Transmission Line. At the end of the Term, Buchanan Renewables (Monrovia) Power will sell to the Government, and the Government will purchase from Buchanan Renewables (Monrovia) Power, the Complex for a purchase price of one Liberian Dollar and Buchanan Renewables (Monrovia) Power shall transfer the Complex to the Government

Buchanan Renewables (Monrovia) Power will replant, or cause its Contractors or their suppliers of Wood to replant, at least one tree for every tree harvested to supply fuel for the Project within a reasonable time period (not to exceed 1 year) following harvesting

Buchanan Renewables (Monrovia) Power is to at all times provide security personnel adequate for the protection and security of the Site. From time to time, it may request additional security forces from the Government to meet unusual security requirements, and the Government is to use reasonable efforts to provide such security forces as may be requested, subject only to manpower limitations arising out of other, imminent security requirements in Liberia. Any such additional security forces provided by the Government will remain under the exclusive control and direction of the Government. All reasonable out-of-pocket expenses incurred by the Government in providing such security forces are to be promptly reimbursed to the Government by Buchanan Renewables (Monrovia) Power, except for security services that are consistent with the Government's normal police functions.

Buchanan Renewables (Monrovia) Power proposes to design, insure, finance, acquire, construct, commissions, complete, own, operate and maintain an electric power plant and associated facilities. It plans to design, engineer, finance, build, install, commission, and temporarily operate and maintain the Transmission Line.

Any dispute or difference arising out of or in connection with the contract between the parties is to be settled by arbitration in accordance with the ICSID Rules of the Centre established by the Convention. The venue of the arbitration will be Washington, D.C. with a panel of three arbitrators; one appointed by the Government, another by Buchanan Renewables (Monrovia) Power, and the third by the Secretary-General of the Centre. The costs of the proceedings will be assessed between the parties by the tribunal.

The contract may not be assigned by either party other than by mutual agreement between the parties in writing. However, Buchanan Renewables (Monrovia) Power may, upon prior written notice to the Government, assign all or part of its right, title, and interest in the contract to the Lenders.

Termination may occur for non-financial closing, default by Buchanan Renewables (Monrovia) Power (including commencing proceedings or its bankruptcy), and by default by the Government (including expropriation, procurement, dissolution of LEC, and a Liberian Political Event)

The Government must not expropriate, compulsorily acquire (except pursuant to the contract), nationalize, or otherwise compulsorily procure any Ordinary Share Capital or any other asset of Buchanan Renewables (Monrovia) Power reasonably required for the Project or the performance of its obligations under the contract, the Power Purchase Agreement, or other documents comprising the Security Package

Laws of the state of New York, United States of America

A "Force Majeure Event" is an event or circumstance (or combination of the two) that is beyond the reasonable control of a party and which materially adversely affects the performance by that party of its obligations under the contract, provided it could not be prevented, overcome, or remedied by the affected party through the exercise of diligence and reasonable care. The Government is to use all reasonable efforts to cause the Liberia Electric Corporation to comply with its payment obligations under Arts. 13.5(a) and 13.5(b) of the Power Purchase Agreement, provided that it will have no obligation under this contract to make any payment in respect of such obligations. If a casualty event results in material damage to the Complex, Buchanan Renewables (Monrovia) Power is to deliver a written statement to the Government within 60 days, estimating the cost of restoration and a preliminary schedule for the completion of the restoration, or otherwise stating that the restoration is not feasible.