Maintenance Contract with an Extended Warranty

for two Generators Installed in Cogeneration

Between the undersigned:

The company of TAV Tunisie with a capital of ........ Dinars, having its principal office
at ......................................., registered in the commercial register under No. ...............
and represented by its General Director Mr. .................................... invested with all
the powers for the purpose of this contract, called hereinafter "CUSTOMER" or "TAV
Tunisie"

On the one hand

AND

Parenin, a company with a capital of 12 million dinars, whose the principal office is at:
91, Avenue de Carthage - Tunis 1001, registered in the Commercial Register under
No. B1107901996, represented by its President Director General Mr. Mohamed
Elfadhel KHALIL, invested with all the powers for the purpose of this contract, called
hereafter "The PROVIDER" or "PARENIN"

On the other hand

It has been agreed as follows:

ARTICLE 1 : Definitions

Preventive maintenance: Are considered as Preventive Maintenance, in the

purpose of this contract, all the necessary intervention inspections, diagnosis,
disassembly, measurements, assembly, cleaning and maintenances to be performed
on the Generating Groups, at regular intervals, according to the recommendations of
the Manufacturer CATERPILLAR specified in the owner's manual for maintenance.

Repair: Is considered as Repair, in the purpose of this contract, any intervention

which would require to be executed due to a defect, failure or malfunction of the
Generating Groups.

Intervention: Is considered as Intervention, in the purpose of this contract, any type

of "Preventive Maintenance" or "Repair" interventions.
Extended Warranty: Is the guarantee provided by the Provider against faults,
breakdowns and malfunctions of the Generating Group mentioned in this contract or
its components, in its original configuration (factory outlet or "as-shipped" engine
consist) , recognized attributable to the Manufacturer CATERPILLAR, with the
exception of consumables, which are and not limited to batteries, oil, coolant, anti-
freeze, belts, hoses, filters, spark plugs. Extended Warranty is different from the
standard warranty described in the contract offer. Its entry into force can only be
done after the date of final acceptance, declared in a minutes signed by the Parties.

ARTICLE 2 : Subject of the Contract

The Provider shall ensure the execution of Preventive Maintenance on gas

generators as defined in Article 1 and Annex LIST1, and LIST2 LIST3 from the date
of the commercial operation. The Gas Generating Groups affected by this contract
are as follows:

Item Model Serial No. Installed in

1 G3520E GZE00121 Enfidha Airport
2 G3520E GZE00122 Enfidha Airport

The daily, weekly and monthly maintenances, view LIST0, are the responsibility of
the Customer and will be performed by his own care and expense.

In consideration of the implementation of the maintenance contract and throughout

the terms of the contract, the Provider shall provide to the Customer, as mentioned in
the exclusions described in Section 6 below, an extended warranty for the
Generating Group , as defined in Article 1. This Extended Warranty comes into force
from the date of final acceptance.

ARTICLE 3: Duration and place

This contract is concluded for a period of 5 years or 40,000 hours of service for each
generator, the first station to be reached cancels the other. It may be renewed for a
similar period.

The place of interventions will be the site of the CUSTOMER during normal hours of
work of the PROVIDER.

ARTICLE 4: Responsibility of the PROVIDER

1) The Provider shall provide Preventive Maintenance according to the following

program established and based on hours of service for each generator:

Preventive maintenance "Type I": every 1.500 hours of service in accordance with
Annex LIST1. Intervention and supplies will be borne by the Provider.

Preventive maintenance "Type 2": every 15.000 hours of service in accordance

with Annex LIST2. Intervention and supplies will be borne by the Provider.

Preventive maintenance "Type 3": from 40,000 hours of service in accordance with
Annex LIST3. Intervention and supplies will be borne by the Provider.

2) In case of defects, breakage or malfunction of the Generating Group or its

components, as mentioned in the exclusions of Article 6 below, the Provider shall
proceed under the Extended Warranty to the repair of this defect, failure or bad
operation, and its costs of spare parts and labor.

3) The Provider shall provide telephone support during working hours, from 8: 00 am
to 17: 00 hours. A person will be designated by the Provider to respond to requests
from the customer. The contact information (phone, fax & email) will be
communicated to the Customer at the signature of this contract.

4) If the displacement of the Service Provider for a fault diagnosis, breakdown or

malfunction, is necessary, the Service Provider will send a technician within 24 hours
after the request of the Customer.

5) All spare parts used are original parts, including lubricants and cooling solutions.

6) The warranty related to the interventions of Preventive Maintenance and / or repair

is valid for 6 months from the date of completion of the intervention (Spare Parts and
Labor included)

7) The Provider shall make its best effort so that the stop of Generating Groups for
preventive maintenance or repair, be as short as possible.

8) The Provider shall notify the Customer about any improvements that may improve
the performance or reliability of the Generating Group.

9) After each intervention, a report on the state of the generators will be delivered to
the Customer stating:
The exact work done.
Any comments on use.
Refurbishments to predict, and which are not included in this contract.

10) During the entire period of the contract, the PROVIDER agrees to keep and
maintain its stock of spare parts available to be mobilized for the CUSTOMER.

11) The PROVIDER shall make available to the Customer on-site during the first year
of operation, an experienced engineer of Gas Engines "Caterpillar" to oversee the
installation and the staff training.

ARTICLE 5: Responsibility of the CUSTOMER:

1) The customer is responsible for the execution of the tasks of daily, weekly and
monthly maintenance as described in the annex. The Customer must comply with the
successful implementation of guidelines and recommendations of the Manufacturer
CATERPILLAR, for the use of the Generating Group, as described in its manual of
operations and maintenance.

2) The Customer shall keep a regular maintenance specifications (depending on the

model established by the Provider) which will include the execution of tasks of daily,
weekly and monthly maintenance performed by him. This manual will be available to
the Provider upon request.

3) The Customer is obliged to inform immediately the Provider and confirm by a

written notice about any anomaly he could find, namely:

• Noise, anomalous failures, breakdowns, malfunctions, leaks and other facts that
could lead to prolonged stop periods of the generators;
• Any damaged meter
• Any change of location or operating conditions of use;

4) The Customer will allow the Provider's staff access to the equipment in order to
perform the tasks of preventive maintenance or repair. If necessary, the Customer
will provide the Provider's staff with the resources for handling available on site;
water, electricity, compressed air, gas necessary for the proper performance of its
services.

5) To the extent possible, and after consultation with the Provider, the Customer shall
make all the measures recommended by the provider in order to operate the
Generators in the best conditions.

6) The equipment must be clean and available for each visit.

7) The Customer shall notify the Provider by a written notice at least 7 days in
advance when the hours of preventive maintenance intervention come near.

8) The Customer will provide to the Provider, on the 25th of each month, a written
notice regarding the updates of service hours of the Generating Group.

9) The Customer agrees to adequately protect the Provider's equipment used during
interventions and put it in a safe and guarded place.

10) In case of occurrence of a repair which does not fall under the Extended
Warranty, the Customer is responsible to bear the repair. The Service Provider is not
responsible for any defect, damage or malfunction caused in the Group Generators
and following a delay in the execution of the repair.

ARTICLE 6: Exclusions

1) The terms and conditions of this contract does not include any other services
outside of work and supplies needed to carry out the Preventive Maintenance as
defined in Annexes LIST1, LIST2 LIST3 and attached to this contract, and the repairs
entering under the Extended Warranty, upon its entry into force.

2) The Extended Warranty does not cover damage or malfunctions caused by:

• A faulty daily or weekly or monthly maintenance

• An abuse, mishandling, or non stopping at the convenient time of the groups in
case of occurrence of an abnormality,
• Non respect by the Customer for the guidelines and recommendations as described
in the manual of operations and maintenance of the Generating Group.
• A stop of more than 3 months
• A change of location or application.
• Using a gas, oil or coolant which does not meet specifications of CATERPILLAR,
• A delay in the execution of the maintenance plan described in this contract.
• A delay in the execution of a repair that was not supported by the Provider under
the Extended Warranty.
• Circumstances outside of this service plan.

3) The Service Provider is strictly limited to the operations of Preventive

Maintenances and Repair within the framework of the Extended Warranty from its
entry into force to the exclusion of all other expenses and damages howsoever
caused.

4) The supply of electricity and / or heat during outages of generators, whatever the
cause, is not the responsibility of the Provider.

5) In any case, the Provider cannot be held responsible for indirect and/or immaterial
damage, such as loss of profits or operating loss.
6) The external materials of the Generating Group such as intake ducts, piping, air,
water, gas etc recovery boilers, heat exchangers, chilled water groups, the pumps,
the silent systems, gas supply are not the subject of this service plan, as well as the
equipment and the electrical equipment such as electric tables, cells, transformers,
timing, system remote control.

7) The Provider assumes no responsibility for damage resulting from causes beyond
its control such as: fires, earthquakes, floods, storms, electrical grid outages or
general cases of major force.

ARTICLE 7 : Renewal / Termination

1) During the last two months, the PROVIDER and the CUSTOMER shall meet to
negotiate a possible renewal of this contract.

2) It is understood that in the case of termination or cancellation, any obligation of the

Provider including the Extended Warranty automatically ceases.

3) The parties may terminate this contract in case of non-fulfillment of any one of the
commitments of each party. In this case the detection of the non-compliance will be
made by the aggrieved party who shall notify by registered letter with
acknowledgement of receipt, eight days after the termination notice has been given,
it will be the same in case of transfer of trade funds in any form whatsoever, such
sale of equipment or exit from the national territory.

ARTICLE 8 - Price

For benefits and services required under this contract, the Client accepts to pay the
following remuneration to the Provider:

32 Tunisian Dinars per hour of service for Generating Group.

This price includes:

• Oil, coolant, filters and spare parts necessary for the implementation of scheduled
preventive maintenance as detailed in Annexes LIST1, and LIST2 LIST3.
• Analysis oil drains interval for each and their interpretations.
• The labor and the displacement for the execution of Preventive Maintenance.
• The repair by its spare parts and labor under the extended warranty

Taxes are not included

This price will be fixed and unchanged throughout the contract period. It will be
subject to review in case the contract will be renewed.
Providing all the other parts or labor, do not fall under the preventive maintenance
program or the Extended Warranty, it will be quoted separately, which give the
agreement of the customer, a separate billing.

The provision of extra oil (between oil changes) is included in this contract.

As an example, the price of the overhaul amounted to three hundred and forty two
thousand (342,000.000) dinars in labor room and G3520E motor. In cases where the
overhaul is not consumed during the period of validity of the contract, and in case of
renewal of the contract for the same period, this amount will be deducted from the
contract to renew motor concerned.

ARTICLE 9 - Billing / Payment

The billing will be made monthly on the basis of hours worked by the generators
during the month, as reported by the Customer to PROVIDER on the 25th day of
each month.

Payments will be made within 30 days of the invoice date.

ARTICLE 10 - Availability

Running the maintenance plan as described in this Contract, the PROVIDER

guarantee to the CUSTOMER an availability rate of annual (DAG) generators
calculated as follows:

The annual availability of engine guaranteed for a year is equal to the complement
with respect to 100 of the average annual random unavailability guaranteed and the
random downtime required to perform periodic inspections scheduled to occur two
motors in the same year the.

Dag = 100 - (IA1 IA2 + + + IPP1 IPP2) / 2

1) – Maximum random annual unavailability: IAi

Outside of scheduled downtime for periodic inspections, the PROVIDER shall

indemnify and commit to a maximum rate of unscheduled downtime, random and
fortuitous expressed as follows:
 HAi
IAi=( )∗100
8760
HAi = 380 hours

where
HAi = number of total hours and complete engine i per year for failures or accidental
incidents or unexpected warranty extensions for periodic programmed time
inspections non attributable to the Customer. The number of hours marked on the
engine, as well as the causes of the stops listed in the Maintenance notebook
explaining these judgments are authentic.

2) Scheduled Periodical Outages: IPP

Periodic scheduled downtime represent periodic stops of generators, to carry out

inspections and planned revisions after a preset number of hours of operation and
whose the periods of stop in hours HPim are guaranteed by the PROVIDER.
Percentage rate (%) of annual downtime is calculated as follows:

HPim
IPPi=100∗∑
in 8760

Where the subscript (m) represents the respective motor and (i) represents the type
of periodic inspection schedule:

Intervention type 1 each 1500 hours of service in accordance with Annex LIST1.
HP1m = 7 Hours

Intervention type 2 each 15,000 hours of service in accordance with Annex LIST2
HP2m = 48 Hours

Intervention type 3: every 40,000 hours of service in accordance with Annex LIST3

HP3m = 120 Hours

Are not counted in the capital Hours:

• Stops operated by the CUSTOMER due to non use of motor

• Stops whose causes are described in section 6
• All judgments whose causes are not charged to engine operation
• All judgments which causes constitute a case of major force
• All extended outages due to a delay in the execution of the interventions SERVICE
prevented by a circumstance of major force

ARTICLE 11 - Registration

The registration fee and postage will be charged to the Customer.

Article 12 - Election of Home

For the execution of this contract both parties elect home in their own respective
home.

ARTICLE 13 - Disputes

In case of dispute, both parties will manage to settle their disputes amicably. In the
case of an inability to direct reconciliation, it shall be referred to arbitration court in
Tunis.

ARTICLE 14 - Case of Major Force

The two Contracting Parties shall not be in any way responsible for the breach of this
Contract if its performance is delayed or prevented by unforeseeable circumstances,
beyond their control and in which a diligent care from their part could not avoid.

The Party concerned shall notify the other by a registered letter with acknowledgment
of receipt.

In cases where the occurrence of an event of major force makes either party to fulfill
its obligations under this contract, for more than 30 days and in default of an
agreement about the measures to be taken, it will be automatically and rightly
terminated, if it seems convenient to the injured party. This will show the intention of
using the termination right by registered letter with acknowledgment of receipt to the
other party. Each party will bear only the costs that would be incurred subsequently
to the suspension or termination of the contract due to major force.
Done in Tunis on....................

Five copies of ... (..) Pages. Both parties recognize having in possession its ones.

For the Provider For TAV Tunisie

Name 'Name'
Function 'Function'
Date 'Date'
Signature: Signature: