Valoración de Amenazas

Guaranteed Completion Dates

8.1 Guaranteed Completion Dates. Within fifteen (15) days after the Effective Date, the MEP

Participants shall notify the Turnkey Contractor to proceed with the Basic Engineering Phase. The Turnkey Contractor guarantees that the Basic Engineering Phase as described in Appendix A and other relevant Appendices will be completed within six (6) months from the Commencement Date for the Basic Engineering Phase. The MEP Participants will have a period of thirty-five (35) days beyond completion of the Basic Engineering Phase (including any cure period for such Phase as may be required by the Turnkey Contractor to complete the Phase, as provided in Section 8.2), within which to notify the Turnkey Contractor to proceed with the Detailed Engineering Phase. The Turnkey Contractor guarantees that the Detailed Engineering Phase, as described in Appendix A and other relevant Appendices, will be completed within twelve (12) months from the Commencement Date for the Detailed Engineering Phase. In addition, the Turnkey Contractor shall use Best Endeavours to (i) deliver the Class A Package(s) for pipeline, pump stations and Ceyhan Terminal as described in Appendix A and other relevant Appendices within six (6) months after the Commencement Date for the Detailed Engineering Phase, (ii) secure approval by the Governmental Authorities of the Environmental Impact Assessment as described in Appendix A and other relevant Appendices within nine (9) months after the Commencement Date for the Detailed Engineering Phase, (iii) complete the evaluation of all bids received from potential Subcontractors, including in particular, any back-to-back main Subcontractor and/or those for pipe, pumps and pump drivers, and provide to the MEP Participants a report (the “Bid Acceptance Report”) stating which Subcontracts the Turnkey Contractor intends to accept, directly or indirectly, and providing relevant information concerning the accepted bids for all Subcontracts included in the Bid Acceptance Report sufficient for the MEP Participants to respond timely and in accordance with Section 3.1.4.1 in respect of those items within ten (10) months after the Commencement Date for the Detailed Engineering Phase, and (iv) coordinate the securing of provisional rights to the Permanent Land for the benefit of the MEP Participants by entry into the relevant land registers in accordance with the Applicable Laws and the Host Government Agreement, as described in Appendix A and other relevant Appendices, within eleven (11) months after the Commencement Date for the Detailed Engineering Phase. Assuming that the deliverables and approval set forth in (i), (ii) and (iii) of the preceding sentence are made available to the MEP Participants by not later than one hundred eighty (180) days, ninety (90) days and sixty (60) days, respectively, prior to completion of the Detailed Engineering Phase (including any cure period for such Phase as may be required by the Turnkey Contractor to complete the Phase, as provided in Section 8.2) and that the deliverables set forth in (iv) of the preceding sentence are made available to the MEP Participants by not later than thirty (30) days prior to completion of the Detailed Engineering Phase (including any cure period for such Phase as may be required by the Turnkey Contractor to complete the Phase, as provided in Section 8.2), the MEP Participants will have a period of five (5) days after completion of the Detailed Engineering Phase within which to notify the Turnkey Contractor to proceed with the Land Acquisition and Construction Phase. The Turnkey Contractor guarantees that Provisional Acceptance will be achieved on or before thirty-two (32) months after the Commencement Date for the Land Acquisition and Construction Phase. Each of the above-referenced completion dates for the Basic Engineering Phase, the Detailed Engineering Phase and the Land Acquisition and Construction Phase is referred to herein as a “Guaranteed Completion Date”.

8.2 Early Termination; Late Completion Payment. If either the Basic Engineering Phase or the Detailed Engineering Phase is not completed on or before the applicable Guaranteed Completion Date, and provided the delay does not exceed sixty (60) days, then the period of delay (not to exceed sixty (60) days for each Phase) shall be deemed to be a cure period for completing that Phase, and the Land Acquisition and Construction Phase shall be reduced by the total number of days required to effect cure for both such Phases, up to a total of one hundred twenty (120) days. In the event of any delay exceeding sixty (60) days beyond the Guaranteed Completion Date for either of the first two Phases, then the MEP Participants shall have the right to terminate this Agreement pursuant to Section 16.3. If the MEP Participants do not issue Notice to Proceed with the Basic Engineering Phase, the Detailed Engineering Phase or the Land Acquisition and Construction Phase within the time limits described in Section 8.1 the Turnkey Contractor shall have the right to terminate this Agreement pursuant to Section 5.3. If Provisional Acceptance does not occur on or before the Guaranteed Completion Date for the Land Acquisition and Construction Phase, the Turnkey Contractor shall pay to the MEP Participants, as liquidated damages and not as a penalty, an amount equal to five-hundred- thousand Dollars ($500,000) per calendar day (the “Late Completion Payment”), for each calendar day by which Provisional Acceptance is later than the Guaranteed Completion Date. Payment of the Late Completion Payment by the Turnkey Contractor shall be limited to a maximum of two hundred forty (240) days. Notwithstanding the payment by the Turnkey Contractor of the Late Completion Payments for two hundred forty (240) days, if Provisional Acceptance is delayed by more than two hundred forty (240) days beyond the Guaranteed Completion Date for the Land Acquisition and Construction Phase, the MEP Participants shall have the right to terminate this Agreement.

8.2.1 Pre-estimate of Loss. The MEP Participants and the Turnkey Contractor hereby

acknowledge and agree that the sum specified in Section 8.2 represents a genuine pre-estimate of the amount of damages that will be suffered directly by the MEP Participants in respect of delay in achieving Provisional Acceptance within the forty (40) month period after the Commencement Date for the Land Acquisition and Construction Phase. Payment of the Late Completion Payment shall not affect the MEP Participants’ rights to receive monetary damages in addition to the Late Completion Payment in respect of the period on and after termination of this Agreement as a result of the Turnkey Contractor’s default, as provided in Section 16.4.

8.2.2 Payment. The Turnkey Contractor shall pay the amount required under this

Section 8.2 monthly in arrears on the tenth (10th) day of each month.

8.2.3 Exclusive Remedy. In respect of the Turnkey Contractor’s default by reason of

failure to achieve the Guaranteed Completion Date for either of the Basic Engineering Phase or the Detailed Engineering Phase, termination of this Agreement in accordance with Section 16.3(x), together with the further rights provided in Section 16.4, shall constitute the sole and exclusive remedies of the MEP Participants and the sole and exclusive liabilities of the Turnkey Contractor to meet the applicable guaranties in Section 8.1. Payment of the Late Completion Payment shall constitute the sole and exclusive remedy of the MEP Participants, and the sole and exclusive liability of the Turnkey Contractor, for failure of the Turnkey Contractor to meet the guaranties relating to achievement of Provisional Acceptance set forth in Section 8.1 for the period prior to termination under Section 16.3(x), but the MEP Participants shall have the further rights specified in Section 16.4 in respect of the period on and after termination of this Agreement pursuant to Section 16.3(xi), with such right to be in addition to that provided in Section 16.3.

8.3 Early Completion Payment. Nothing in this Agreement shall limit the right of the MEP Participants to request that the Turnkey Contractor undertake to achieve Provisional Acceptance on a date earlier than the Guaranteed Completion Date for the Land Acquisition and Construction Phase. Subject to the Turnkey Contractor and the MEP Participants reaching agreement with respect to the necessary details to achieve such earlier completion date and the amount of the bonus per day (the “Early Completion Payment”), this Agreement shall be amended accordingly.

8.3.1 Payment. The MEP Participants shall pay the amount required under this Section

8.3 monthly in arrears on the tenth (10th) day of each month.