Draft Model Framework Contract TRANSMISSION COMPANY AND DISTRIBUTION COMPANY

This Contract is entered into on ( DATE ) between ( TRANSMISSION COMPANY NAME) and (DISTRIBUTION COMPANY NAME ), hereinafter referred to as the Transmission Company and the Distributor, respectively; or each individually as a Party and together as the Parties.

1. The subject of this Contract is the sale by the Generator and the firm purchase by the Transmission Company of fixed (hourly/weekly/monthly) quantities of electrical power and energy at regulated prices.
2. The quantities to be sold by the Generator and purchased by the Transmission Company are set forth in the Appendices to this Contract and have been determined on the basis of procedures agreed to by the Parties and approved by the Egyptian Electric Utility and Consumer Protection Regulatory Agency, hereinafter referred to as "the Agency." All quantities that are the subject of this Contract must be derived from facilities that are duly licensed by the Agency.
3. The prices at which the electrical power and energy will be purchased and sold are set forth in the Appendices to this Contract and have been determined in accord with the wholesale tariff methodologies and wholesale pricing of electricity services approved by the Agency.

1. The terms "article(s)" and "paragraph(s)" used in this Contract shall refer to the numbered article(s) and paragraph(s) contained in this Contract. The term "Annex No.(ces)" shall refer to Annex No.(ces) attached to and considered an integral part of this Contract.
2. The words, terms and expressions to which meanings are assigned by the Laws of Egypt shall have the same meanings in these documents.
3. The Agency has promulgated a set of "Standard Definitions and Abbreviations" which are referenced herein. The words, terms and expressions to which meanings are assigned by the Standard Definitions and Abbreviations shall have the same meanings in these documents.
4. Unless otherwise indicated, reference to an Agency-issued License or Order or to an Agency-approved technical standard/code, agreement between power pool participants, or other contractual instrument that affects the governance or operation of the power sector in Egypt shall refer to those Licenses, Orders, technical standards/codes, agreements or instruments as they may be amended, supplemented or replaced from time to time.
5. Other terms used in the Contract are defined in the Appendices or have the same meaning as they are otherwise defined in the laws of the Arab Republic of Egypt or the Rules and Procedures of the Agency.

1. Each Party does hereby certify that it is a duly registered corporation under Egyptian law, is eligible to do business in Egypt, and holds a valid License issued by the Agency.
2. Each Party does hereby certify that it has the financial standing and fiscal capacity to engage in good faith in the purchase/sale of electricity in the quantities and at the prices specified in the Appendices to this Contract.
3. Each Party does hereby certify that this Contract constitutes a valid and legally binding obligation enforceable under the laws of the Arab Republic of Egypt pertaining to contracts.

1. The term of this Contract is fixed at one year, but may be amended, extended or renewed in accord with the provisions of Article 11 below.
2. This Contract in its entirety and all of its provisions are subject to the review and approval of the Agency and shall not become effective until the date that the Agency issues its Order on approving this Contract.

1. The Transmission Company agrees to sell and the Distributor agrees to purchase and pay for the quantities of electricity specified for each (hourly/weekly/monthly) time period as set forth in the Appendices of this Contract.
2. The point of sale shall be the Delivery/Receiving Points as listed in the Appendices of this Contract.

   The Transmission Company may fulfill its obligation to deliver the contracted quantities of electricity specified in the Appendices of this Contract by:

   1. purchasing electricity from a licensed Generation Company; or
   2. purchasing electricity in the Balancing Market of the Egyptian Power Pool from Generators or from the System Operator for delivery to the Transmission Company.
3. If the Distributor requires an amount of electricity greater than the contracted quantities specified in the Appendices of this Contract, the Distributor may meet such demand by purchasing electricity in the Balancing Market of the Egyptian Power Pool. The Transmission Company is not obligated by the terms of this Contract to purchase electricity greater than the Distributor's contracted demand quantities set forth in the Appendices of this Contract.
4. If the Distributor requires an amount of electricity less than the contracted quantities specified in the Appendices of this Contract, the Distributor may notify the System Operator in writing at least (a day/week/month) ahead that such electricity is not needed by the Distributor, and such electricity may be resold in the Balancing Market of the Egyptian Power Pool by the System Operator for the benefit of the account of the Distributor.

1. The Distributor agrees to pay for the contracted quantities of electricity specified in the Appendices of this Contract at the prices set forth in the Appendices of this Contract, as have been established in accord with the wholesale tariff methodologies and wholesale pricing approved by the Agency.
2. The Parties agree that the quantities of electricity purchased and/or sold under this Contract will be measured in accord with the procedures and technical specifications contained in their Licenses and the Metering standard/code as approved by the Agency.
3. The Parties agree that invoices for the electricity sold under this Contract shall be based on quantities as metered and on prices as established in the Appendices of this Contract. Such invoices shall be presented within 5 days from the end of the billing period and shall be due and payable in full within 15 days of receipt.
4. Any amount invoiced but not paid in full shall be booked in accounting records as a payable by the Distributor and as a receivable by the Transmission Company, together with accumulated interest calculated on any unpaid balance at the (specify type) rate of the Central Bank of Egypt.
5. Those quantities of electricity that the Distributor purchases from or resells into the Balancing Market of the Egyptian Power Pool shall be priced and billed or credited by the System Operator.
6. All sums due under invoices presented to the Distributor for purchases under this contract, or for its purchases from the Balancing Market, shall be paid by the Distributor into an escrow account in a registered bank selected by mutual agreement of the Parties or the bank that is performing the escrow function on behalf of the System Operator for the Balancing Market. Disbursements from the escrow accounts of undisputed amounts due shall be made promptly.
7. In the case of a significant change in circumstances not under the control of either the Generator or the Transmission Company, such as a substantial increase in the price of electricity, or an extreme weather condition, which has materially and adversely affected the costs of the Transmission Company to own, operate or maintain a facility listed in the Appendices of this Contract, the Parties may:
   1. Renegotiate the terms of this Contract and resubmit it for approval by the Agency, or
   2. Add to the prices established in the Appendices of this Contract a special purpose surcharge for such time and in such amounts as may be approved by the Agency, for application to the contracted quantities of electricity remaining to be delivered as scheduled in the Appendices of this Contract.

1. Both Parties agree to abide by the scheduling and dispatch instructions and orders duly issued by the System Operator in accord with the provisions of the Grid standard/code and Dispatch standard/code as approved by the Agency. Nothing in this Contract relieves either Party from its obligation to comply with such instructions and orders.
2. Both Parties agree to forward this Contract to the System Operator for use in fulfilling their responsibilities and authorities for technical and commercial operations.
3. Both Parties agree that each will obtain and keep current all regulatory, environmental and other licenses, permits and governmental approvals required for satisfactory performance under this Contact.
4. Each Party agrees to provide to the other Party such access to data, information, books and records as may be necessary for the satisfactory performance of each Party's obligations and their mutual obligations under this Contract.
5. Each Party agrees to provide to the Agency such access to data, information, books and records related to the transactions under this Contract as required under its License and as may otherwise be necessary for the Agency to fulfill its responsibilities for the regulatory oversight of this Contract and the power sector in Egypt. Such data and information shall be treated in accord with the License of each company approved by the Agency and the Rules of Procedure of the Agency.
6. Upon expiration or termination of this Contract, the Parties shall have no further obligations to each other, except for obligations that arose prior to such expiration or termination and obligations that expressly survive such expiration or termination pursuant to this Contract, including the settlement of all valid invoices due and payable for contracted services delivered under the terms and conditions of this Contract.

1. Both Parties agree to appoint a Contract Representative who will meet together frequently to assure smooth operation under the Contract and resolve any problems as they arise to the best of their ability and authority. The names, addresses and phone numbers of the Contract Representatives shall be reported to the Agency.
2. Matters related to contract interpretation or to billing and payment disputes that are beyond the ability and authority of the Contract Representatives to resolve, or which cannot otherwise be amicably resolved between the Parties themselves, shall be referred for resolution through mediation or arbitration in accord with the rules and procedures of the Agency.

1. The Parties are relieved from their obligations to deliver and pay for the quantities of electricity agreed to under this Contract in case of a Force Majeure Event.
2. A Force Majeure Event shall mean any event or circumstance or combination of events or circumstances that is beyond the reasonable control of a Party and that significantly and adversely affects the ability of either Party to deliver or receive the contracted electricity on or after the effective date of this Contract; provided, however, that such significant and adverse effect could not have been prevented, overcome or remedied in whole or in part by the affected Party through the exercise of diligence and reasonable care, it being understood and agreed that reasonable care includes acts and activities to protect the Party's facilities from a casualty event, which are reasonable in light of the likelihood of such an event occurring, the probable effect of such event if it should occur and the likely benefits of the protective measures taken.
3. The Party that invokes Force Majeure must notify the other Party and the Agency in writing as soon as practicable after the occurrence of the Force Majeure Event, estimate and report the expected timeframe of its persistence and its afffects, and take all necessary, reasonable and prudent actions to remedy the situation to the extent such remedies may be under the control of the Party.

1. 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. Neither Party shall have any liability to the other Party except pursuant to, or for breach of, this Contract; 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 Contract.
2. Any fines or other penalties incurred by a Party for non-compliance with the laws of the Arab Republic of Egypt or the rules, regulations and license conditions of the Agency shall not be reimbursed by the other Party and shall remain the sole responsibility of the non-complying Party.

1. The Parties may amend or extend this Contract upon their mutual agreement at any time, but such modification or extension must be submitted to the Agency for approval.
2. Either Party wanting to terminate this Contract shall give written notice to the other Party and to the Agency at least 60 days before the date they wish to terminate.
3. At least 60 days before this Contract is due to expire, each Party must give written notice to the other Party of their intent to renew, renegotiate or terminate their contractual relationship for the purchase and sale of electricity.
4. Upon 60 days written notice given by the Transmission Company to the Distributor and/or to the Agency, the Transmission Company may cancel this Contract for nonpayment of amounts due to the Transmission Company from the Distributor that have been outstanding for more than 120 days.
5. Either Party may assign this Contract to its successors and assignees only with the written approval of the other Party and the Agency. Such proposal for assignment must be presented with sufficient evidence of the legal standing, creditworthiness and technical competence of the successor or assignee.

1. The Parties agree that during the term of this Contract, each Party will be in full compliance with the license requirements and the rules and regulations of the Agency, with the requirements of the Grid standards/code and all other Technical standards/codes approved by the Agency as they apply to performance under this Contract, and to the provisions of the Participants' Agreements of the Egyptian Power Pool as approved by the Agency and as applicable to performance under this Contract.
2. The Parties agree that during the term of this Contract, each Party will comply with all statutory and regulatory requirements of the government of the Arab Republic of Egypt as applicable to performance under this Contract.
3. This Contract and the rights and obligations hereunder shall be interpreted, construed and governed by the laws of the Arab Republic of Egypt.

1. No waiver by either Party of any default or defaults by the other Party in the performance of any of the provisions of this Contract shall operate or be construed as a waiver of any other or further default or defaults in the future whether of a like or different character.
2. Nor shall the failure by either Party on any occasion to insist upon the performance of the terms, conditions and provisions of this Contract, nor time or other indulgence granted by one Party to the other, act as a waiver of such breach or acceptance of any variation or the relinquishment of any such right or any other right hereunder, all of which shall remain in full force and effect.
3. To avoid doubt, any waiver by either Party of the obligations of the other Party shall be evidenced by a written statement signed by a duly authorized contract representative of such Party.

1. Except as otherwise expressly provided in this Contract or required by law, any communication, acceptance, confirmation, approval or other information asked for, or in relation to which transmission is permitted according to License and Contract conditions, shall be performed in writing and may be delivered electronically or by fax, provided that, in all cases, the original shall be delivered by hand or mail , to the intended Party, the System Operator, and/or to the Agency at the addresses set forth below.
2. Any notices which are given orally shall be confirmed in writing by the end of the following day.
3. All such notices shall be deemed to have been duly given and to have become effective:
   1. Upon receipt if delivered in person or by facsimile or electronic transmission;
   2. Two (2) days after having been delivered by hand or mail.
   3. The applicable addresses are set forth below:

      Generator
      Transmission Company
      Market Operator
      System Operator
      Agency

1. Each covenant, condition, restriction and other term of this Contract is intended to be, and shall be construed as, independent and severable from each other covenant, condition, restriction and other term.
2. If any covenant, condition, restriction or other term of this Contract is held to be invalid by any court or regulatory body having jurisdiction, the invalidity of such covenant, condition, restriction or other term shall not affect the validity of the remaining covenants, conditions, restrictions or other terms of this Contract unless the invalidity has a material impact on the rights and obligations of the Parties.
3. If the invalidity has such material impact, the Parties should make a good faith effort to re-negotiate and restore the benefits and burdens of this Contract as they existed prior to the determination of the invalidity.

1. This Contract contains or expressly refers to the entire agreement between the Parties with respect to the matters herein and expressly excludes any warranty, condition, or undertaking implied at law or by custom, and it supersedes all previous agreements and understandings, whether written or oral, between the Parties with respect to the matters herein.
2. Each of the Parties acknowledges and confirms that it does not enter into this agreement with reliance on any representation, warranty or other undertaking by the other Party that is not fully expressed in the terms of this Contract.