having its registered office in Kathmandu District, Kathmandu Metropolitan Ward No. 4, Maharajgunj
THIS AMENDMENT No. 8 (the "Amendment") TO THE PROJECT AGREEMENT is made at Kathmandu, Nepal on the Twenty ninth Day of October, 2006. This Amendment amends the Project Agreement concluded on 27 June 1997 between HMGN, hereinafter referred to as "Government of Nepal" ("GON") and SMEC, hereinafter referred to as "West Seti Hydro Limited" ("WSH") in accordance with the terms and provisions set forth below.
PREAMBLE
WHEREAS:
A. GON and WSH have signed the Project Agreement (The "Agreement") on 27 June 1997 relating to the development of the West Seti Hydroelectric Project located near Dhunggad on the Seti River in the Far Western Development Region of Nepal as described in clause 2.1 of the Agreement. The Agreement since then has been amended as Amendment No. 1 (The "Amendment No. 1") by GON and WSH on 11 December 1998, as Amendment No. 2 (The "Amendment No. 2") by GON and WSH on 5 November 1999, as Amendment No. 3 (The "Amendment No. 3") by GON and WSH on 20 June 2001, as Amendment No. 4 (The "Amendment No. 4") by GON and WSH on 7 May 2002, as Amendment No. 5 (The "Amendment No. 5") by GON and WSH on 8 January 2004, as Amendment No. 6 (The "Amendment No. 6") by GON and WSH on 8 February 2005, and Amendment No. 7 (The "Amendment No. 7") by GON and WSH on 1 March 2006.
B. GON and WSH since 27 June 1997 have been undertaking the activities under the Agreement and the Survey Licence duly issued by GON.
C. GON and WSH now wish to again change certain provisions of the Agreement in accordance with the terms and conditions set out in this Amendment.
D. In consideration of these premises and of the mutual covenants and agreements hereinafter set forth GON and WSH agree to the following:
1. Definitions
Each capitalized term used in this Amendment unless otherwise defined herein, shall have the definition assigned to such term in the Agreement and all such definitions shall be interpreted in accordance with Section 1.1 of the Agreement.
2. Representations and Warranties
GON and WSH each hereby represents and warrants to the other that each representation and warranty by such party contained in the Agreement is true and correct as at the date here of with respect to this Amendment. Amendment No. 1, Amendment No.2, Amendment No.3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7 and the Agreement with the same force and effect.
3 Amendments
With effect from the date hereof the Agreement shall be amended as follows:
3.1 Delete the date "31 September 2006" from Clause 1.5 (a) and insert "31 December 2008" in its place.
3.2 Delete clauses 4(b)(v) to 4(b)(ix) and insert the following:
(v) Execution of PPA 31 July 2006
(vi) Application for Generation Licence 31 May 2008
(vii) Application for Transmission Licence 31 May 2008
(viii) Grant of Generation Licence 30 August 2008
(ix) Grant of Transmission Licence 30 August 2008
3. Add the following new sentence at the end of clause 15:
"Such payments will be protected form the impact of devaluation of Indian currency in the same manner as may be agreed upon by SMEC in its Power Purchase Agreement (s) (PPA'S) and/or in any other agreements to minimize the effect of such devaluation on its revenues"
4. Delete clause 16.6 and substitute new clause as follows:
"16.6 Export Tax
(a) Pursuant to section 22(3) of the Electricity Act 2049, SMEC will pa to HMGN, on account of Export Tax, an amount per annum of 0.05 per cent (0.05%) of the total annual revenue from sales of power and energy from the Power Station net of payments made to HMGN under clause 18.1.
(b) Payment for export tax will be made at the same time and in the same manner as payments are made under clause 16.7 (b) (ii)."
5. Delete clause 18.1 and substitute new clause as follows:
"18.1 HMGN Revenue Share HMGN will receive free of charge per annum the amount equivalent to ten percent (10%) of the gross annual revenue received from sale of power and energy generated from the Power Station."
6. Delete clause 18.2 and substitute new clause as follows:
"18. 2 payment
Payment by SMEC to HMGN under clause 18.1 will be made at the same time and in the same manner as pament are mand under clause 16.7 (b)(ii)"
7. Add the following new paragraph at the end of clause 26.4
"HMGN and SMEC acknowledge that this clause does not apply to a Special Force Majeure Event.
IN WITNESS WHERE OF the undersigned acting on behalf of the respective parties have signed this Amendment in ten originals in the English language and affixed their seals.
………………….. …………………..
On behalf of On behalf of
Government of Nepal West Seti Hydro Limited
Jaya Keshar Mackay Himalaya Bahadur Pande Director General Director
Department of Electricity West Seti Hydro Limited
Development Kathmandu Nepal
Ministry of Waer Resources
Kathmandu Nepal
Witness Witness
……….…………….. ……………...
Srianjan Lacoul Gopal Parsad Singh
Deputy Director General West Seti Hydro Limited
Department of Electricity Development Kathmandu, Nepal
Ministry of Water Resources
Kathmandu, Nepal.
