About Us General Conractual Framework
    		  
   

This Sub-Section summarises the main terms of the seven main project documents, namely the Power and Water Purchase Agreement, the Land Lease Agreement, the Shareholders’ Agreement, the Asset Transfer Agreement, the Shared Facilities Shareholders’ Agreement, the Turnkey Construction Contract and the Operation and Maintenance Contract.

The Project Documents

The primary project documents entered into are as follows:

  • the Power and Water Purchase Agreement (the “PWPA”) dated as of 26 July 2000 between ADWEC as Procurer and the A1 Project Company;

  • the Land Lease Agreement (the “A1 Land Lease”) dated as of 26 July 2000 between ADWEA as Lessor and the A1 Project Company (as “Lessee”);

  • the Shareholders’ Agreement (the “Shareholders’ Agreement”) dated as of 26 July 2000 between Gulf Power Company (“Gulf”) and Total Tractebel Emirates Power Company (“Total Tractebel” and, together with Gulf, the “Shareholders”).

  • the Asset Transfer Agreement (the “ATA”) dated as of 26 July 2000 between Bainounah Power Company (“Bainounah”) and Total Tractebel and Gulf (jointly as the “Purchaser”);

  • the Shared Facilities Shareholders’ Agreement (the “SF Shareholders’ Agreement”) dated 20 December 1998 between Bainounah, Abu Dhabi Power Corporation (as the “Existing Assets Holding Company” whose shareholding has since been acquired by Emirates CMS Power Company as the “A2 Project Company”), Taweelah Power Company (as “B Project Company”) and Taweelah Shared Facilities Company, LLC (the “SF Company”);

  • the Turnkey Construction Contract (the “Turnkey Contract”) dated 04 December 2000 between A1 Project Company and Total Tractebel Emirates Turnkey Company as the “Turnkey Contractor”; and,

  • the Operation and Maintenance Contract (the “O&M Contract”) dated 24 September 2000 between Gulf Total Tractebel Power Company and Total Tractebel Emirates O&M Company as the “O&M Contractor”.

  • the Facility Agreement dated as of 04 December 2000 between Gulf Total Tractebel Power Company as Borrower and BNP Paribas and Citibank N.A as lead Arrangers of a consortium of Thirty Banks.
 
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