1. Feed Contract_ac[1]

CONTRACT

FOR

FRONT END ENGINEERING DESIGN

AND

OTHER SERVICES

FOR

RE LOCATED AMMONIA PLANT (ISBL-3) AND REVAMPING PROJECT

BETWEEN

AMMONIA CASALE S.A. Switzerland

AND

SHRIRAM EPC LTD. India

FEED Contract SEPC_AC CtA Project of 88

1152, 29/10/11,

Logo to be changed\ Footer to be changed

Bala, 29/10/11,

Footer to be changed from SIECC to AC in all the pages

FRONT END ENGINEERING DESIGNCoal to Ammonia Project

Table of Contents

ARTICLE 1 DEFINITIONS 6

ARTICLE 2 SCOPE OF SELLER’s SERVICES 10

ARTICLE 3 SCOPE OF BUYER’S SUPPLY AND SERVICES 12

ARTICLE 4 CONTRACT PRICE 14

ARTICLE 5 TAXES 15

ARTICLE 6 TERMS OF PAYMENT 15

ARTICLE 7 DELIVERY TERMS 19

ARTICLE 8 SELLER GUARANTEES AND LIABILITIES 19

ARTICLE 9 LIMITATION OF LIABILITY 21

ARTICLE 10 INSURANCE 21

ARTICLE 11 CONFIDENTIALITY 22

ARTICLE 12 EXISTING DOCUMENT 22

ARTICLE 13 GOVERNING LAW - ARBITRATION 23

ARTICLE 14 CHANGE IN SCOPE OF SERVICES24

ARTICLE 15 FORCE MAJEURE 24

ARTICLE 16 TERMINAITON 25

ARTICLE 17 ASSIGNMENT 26

ARTICLE 18 NOTICES 27

ARTICLE 19 LANGUAGE 28

ARTICLE 20 HEADINGS 28

ARTICLE 21 ENTIRE AGREEMENT 28

ARTICLE 22 EFFECTIVE DATE OF CONTRACT 28

ARTICLE 23 SEVERABILITY 28

ARTICLE 24 AMENDMENTS 29

ARTICLE 25 COUNTERPARTS 29

ARTICLE 26 MISCELLANEOUS 29

APPENDIX A PROCESS DESCRIPTION 31

APPENDIX B DESIGN BASIS 33

APPENDIX C SCOPE OF FEED PACKAGE 35

APPENDIX D REVIEW ITEMS OF DETAIL ENGINEERING 48

APPENDIX E EXPECTED SCHEDULE53

APPENDIX F PERFORMANCE GUARANTEES AND SETTLEMENT56

APPENDIX G CODES AND STANDARDS 69

APPENDIX H - OSBL / ISBL DEFINITIONS 71

APPENDIX I PROJECT SPECIFICATIONS 76



APPENDIX J NON DISCLOSURE AGREEMENT 82

APPENDIX K SCHEDULE OF RATES AND TERMS AND CONDITIONS 83

APPENDIX L EXISTING DOCUMENTS 88



CONTRACT FOR FRONT END ENGINEERNG DESIGN AND OTHER SERVICES

This contract for Front End Engineering Design and Other Services for Relocated Ammonia

plant and Revamping project which includes Air separation Unit, Rectisols, CO shift, Liquid

Nitrogen Wash, Syngas compressor, Ammonia Synthesis, Refrigeration, other NEW UNITS

such as Guards beds, Booster compressor, New CO2 Removal & Chiller unit which forms ISBL

3 but not limited to produce Ammonia as part of Coal to Ammonia Plant. This is made as of this

______day of November 2010 (hereinafter called “CONTRACT”)

BY AND BETWEEN AMMONIA CASALE S.A. a company incorporated under the laws of Switzerland having its

principal place of business at AMMONIA CASALE S.A., Via G. Pocobelli 6, 6900 Lugano,

Switzerland (hereinafter referred to as "SELLER", or AC which expression shall unless

repugnant to the meaning and context thereof include its successors and permitted assigns),

AND

SHRIRAM EPC LTD, a company incorporated under the Companies Act, 1956 in India with its

registered office at SIGAPPIACHI BUILDING, 4th Floor, Door No 18/3 Rukmani Lakshimpathi

Road (Marshalls Road), Egmore, CHENNAI: 600 008, and its Project office at Old No. 145 / New

No. 46, Santhome High Road Mylapore, Chennai – 4, (herein after referred to as “BUYER” or

“SEPC”, which expression shall unless repugnant to the meaning and context thereof include its

successors and permitted assigns).

BUYER and SELLER are individually referred to as Party and collectively as Parties.

WHEREAS

A. SELLER represents that it has the requisite expertise and professional experience to

execute the CONTRACT and fulfil the intent thereof and wishes to provide the services

related thereof.

B. SELLER represents that it has in its legal possession the following Intellectual Property,

which will be used for the PROJECT under this CONTRACT, which are either registered

or unregistered or undisputed, and using such Intellectual Property will not infringe any

third party’s intellectual property.



C. BUYER has relocated QUIMIGAL PLANT to Paradeep, India and will set up the

RELOCATED PLANT, which will be part of the PROJECT

D. BUYER has performed PREFEED studies aimed at evaluating the performances of the

RELOCATED PLANT (Ammonia plant) and defining the optimum process flow scheme.

BUYER is interested in using SELLER TECHNOLOGY to optimize the process flow

scheme to realize the PROJECT to produce 900 tpd of Ammonia using Coal as

Feedstock.

E. SELLER agrees to prepare and furnish to BUYER the FEED PACKAGE for AGREMENT

PLANT which includes Air separation Unit, Rectisols, CO shift, Liquid Nitrogen Wash,

Syngas compressor, Ammonia Synthesis, Refrigeration, other NEW UNITS such as

Guards, Booster compressor, New CO2 Removal & Chiller unit which forms ISBL 3 but

not limited to produce Ammonia as part of the PROJECT utilizing SELLER

TECHNOLOGY

F. WHEREAS BUYER has bought a used BGL Gasifier together with license right and

license right for new BGL Gasfiier from Envirotherm, and the outline of the rights is as

below, and BUYER is bound by non-disclosure agreement conditions which will also be

applicable where appropriate to its subcontractor including SELLER:

“SEPC obtained the exclusive and non-transferable license to sell, procure, and use the Technology in BGL plants solely for the purposes of the design, construction, operation, maintenance, and the repair of the Technology in the BGL Plants at the designed capacity, which includes the right to grant sub-licenses to its clients for the operation and maintenance of Contractual Plants in India, in South Asia, South East Asia excluding China.

And Ammonia plant based on gasification technology with the obligations and rights set forth in the clause below:

“Seller has no objection for Purchaser's replication of the design of Used Plant, in India, for construction and commercial production and selling the ammonia thereof in Indian/international markets and any replication of technology will be handled by the Purchaser directly with the particular technology supplier. To the extent that any agreements with licensors/technology suppliers have been entered into in the past by the Seller and can be transferred by the Seller to the Purchaser, seller will so transfer them.”,where Seller refers to seller the Envirotherm/ Ammonia de Portugal of the QUIMIGAL PLANT and Purchaser refers to Shriram EPC Ltd.

G. WHEREAS SELLER has delivered to the BUYER a PREFEED REPORT.

NOW THEREFORE, intending to be legally bound hereby, the Parties agree as follows:



ARTICLE 1 DEFINITIONS

When used in this CONTRACT, the following expressions shall have the meaning

specified hereunder:

ACCEPTANCE” shall mean the status of the AGREEMENT PLANT has fulfilled

the performance guarantees stated under APPENDIX F during TEST-RUN. It

shall be evidenced when BUYER issues the CERTIFICATE OF ACCEPTANCE.

“AGREEMENT PLANT” shall mean the units downstream of ISBL 2, which

includes the total scope of Relocated Ammonia plant, which includes Air

separation Unit, Rectisols, CO shift, Liquid Nitrogen Wash, Syngas compressor,

Ammonia Synthesis, Refrigeration, other NEW UNITS such as Guards, Booster

compressor, New CO2 Removal & Chiller unit which forms ISBL 3 of the

PROJECT Appendix H.3 and Appendix C; the AGREEMENT PLANT is also

referred to as ISBL 3 PLANT.

“AGREEMENT PROCESS” shall mean certain process or technologies to be

used by SELLER to produce anhydrous Ammonia and to accomplish it scope of

work and services in provision of FEED PACKAGE under this CONTRACT for

AGREEMENT PLANT/ISBL 3, which is owned or controlled by SELLER at the

time of entering into the CONTRACT. The scope of the AGREEMENT PROCESS

is set forth in APPENDIX C. The AGREEMENT PROCESS will also refer to as

“SELLER TECHNOLOGY” or “INTELLECTUAL PROPERTY” as the context may

so require.

“BGL TECHNOLOGY” shall mean the technology from licensor ENVIROTHERM

GmbH to produce syngas using high ash Indian coal F-grade or other coal

varieties in the ISBL 1 PLANT.

“EXISTING DOCUMENT” shall mean the drawings and documents as available

with QUIMIGAL PLANT, as listed and provided in APPENDIX L and stipulated

under Article 12.

“EXISTING/USED EQUIPMENT” shall mean those equipment (including but not

limited to instrumentation, control valves, pressure safety valves, electric motors

and other drivers, etc.) and bulk materials of QUIMIGAL PLANT to be

incorporated in the RELOCATED PLANT, which may also be called as USED



EQUIPMENT. EXISTING EQUIPMENT shall perform as per EXISTING

DOCUMENT.

“DEBOTTLECKING” shall mean elimination of bottlenecks of the RELOCATED

PLANT through minor additions to or modifications of EXISTING/USED

EQUIPMENT not requiring any substantial change in the major pieces of

equipment of the used equipment to care of the intervention cases such as site

climatology, Feed composition etc.

“EXISTING DETAILED ENGINEERING DESIGN” shall mean those existing

detailed engineering design documentation of QUIMIGAL PLANT and USED

EQUIPMENT.

“FEED PACKAGE” shall mean the Front End Engineering Design Package to be

prepared and furnished by SELLER under this CONTRACT to BUYER to realize

the objectives of the AGREEMENT PLANT utilizing SELLER TECHNOLOGY,

which shall be matured to the extent that this document will be used as bid

document or input documents for subsequent detailed engineering by Detailed

Engineering Design (DED) Contractor, and such document shall address all

interface process requirements and battery limit conditions for ISBL 2 and OSBL.

This FEED PACKAGE shall cover the total scope of Relocated Ammonia plant,

which includes Air separation Unit, Rectisols, CO shift, Liquid Nitrogen Wash,

Syngas compressor, Ammonia Synthesis, Refrigeration, other NEW UNITS such

as Guards, Booster compressor, New CO2 Removal & Chiller unit which forms

ISBL 3 of the PROJECT defined under Appendix H.3 and Appendix C.

“ISBL 1” shall mean the BGL Gasifier facilities for which Envirotherm provides

its FEED Package.

“ISBL 2” or “ISBL 2 PLANT” (Gas Cooling, Gas Liquor Separation, Phenol

Solvent Plant and Tar oil Storage)” shall mean the facilities and units that are

defined in APPENDIX H.3 and which may also be referred to as BATTERY LIMIT.

“ISBL 3” or ISBL 3 PLANT” shall mean the total scope of Relocated Ammonia

plant, which includes Guards & Booster compressor, Air separation Unit, CO shift

converter, Liquid Nitrogen Wash, Rectisols, Syngas compressor , Ammonia

Synthesis, Refrigeration along with other NEW UNITS such as New CO2



Removal & Chiller units which forms part of ISBL 3 Units of the PROJECT the

facilities and units that are defined in APPENDIX H.3.

“MECHANICAL COMPLETION” shall mean the status of the AGREEMENT

PLANT marking the completion of work and services of both Parties to the extent

that commissioning activities can be permitted to commence safely. It shall be

evidenced when BUYER issues the MECHANICAL COMPLETION certificate.

“OSBL or OSBL PLANT” shall mean the facilities and units that are defined in

APPENDIX H.1.

“OWNER” shall mean Bharath Coal Chemical Limited (BCCL) who is setting up

the facilities for Coal to Ammonia project.

“TEST-RUN” shall mean the run of performance test to be conducted by BUYER

and OWNER under the instruction and supervision of SELLER as per the

APPENDIX F and other terms and conditions of CONTRACT preceded by

commissioning and confirming that the operation of AGREEMENT PLANT has

been stable during 72 hours continuous and uninterrupted run without

upsets/flaring.

“PRE FEED STUDY” shall mean the Study undertaken by SELLER under a

dedicated Contract dated 14 October 2010, with the purpose to assess the

feasibility & optimized process scheme to revamp the RELOCATED PLANT.

“PROCESS GUARANTEE” shall mean certain process performance guarantee

values as specified in Appendix F for the AGREEMENT PROCESS.

“PROJECT” shall mean the COAL TO AMMONIA PROJECT comprising all units

such as ISBL 1, ISBL 2, ISBL 3 and OSBL units , which OWNER will set up to

realize the guaranteed production of ammonia and other related guarantees

thereof. The PROJECT will also be referred to as “CtA PLANT” as the context

may so require. CtA stands for COAL TO AMMONIA.

“PROJECT SPECIFICATION” shall mean the project specifications and

standards as listed in APPENDIX I.


Bala, 29/10/11,


“QUIMIGAL PLANT” shall mean the ammonia plant based on SHELL

gasification technology with vacuum residue as feedstock from Amoniaco de

Portugal, which the BUYER relocated for the CtA Project, having a name plant

capacity of 900 MTD which was commissioned in 1984 and de-commissioned in

2006. The process and technology used thereto inter alia from:

Unit 300: LURGI CO-SHIFT CONVERSIONUnit 400/450: LURGI RECTISOL H2S and CO2 WASHUnit 550: AMMONIA SYNTHESIS FROM TOPSOE SERIES 200Unit 350: LIQUID NITROGEN WASH FROM AIR LIQUIDE

“READY FOR START-UP” shall mean the status of the AGREEMENT PLANT

marking the completion of work and services both Parties to the extent that the

PROJECT CtA PLANT can be permitted to receive feed-stocks, to handle

products at the appropriate design conditions and to produce utilizable and

saleable products.

“RELOCATED PLANT” shall mean the relocated QUIMIGAL PLANT, including

the Air Separation units, with addition or deletion or modification or

DEBOTTLENECKING and revamp of units/systems/facilities to be incorporated

under PROJECT, with different design conditions due to both changes in the site

climatology and in the raw syngas composition exiting the BGL gasifiers which

use high ash F-grade Indian coal as feedstock or a mix of a variety of coals giving

an equivalent coal composition, and with capacity after SELLER’s optimizing

process flow scheme and RELOCATED PLANT capacity as 900 tpd. The

BATTERY LIMIT of the RELOCATED PLANT is demarked in APPENDIX-H (part

H-4).

“SUB-SELLER” shall mean SHANGHAI INTERNATIONAL ENGINEERING

CONSULTING COMPANY (CASALE) or any other party from whom SELLER has

acquired or shall acquire some of the SELLER TECHNOLOGY or

INTELLECTUAL PROPERTY for the realization of RELOCATED PLANT and

PROJECT as intended by BUYER.

TECHNICAL INFORMATION which is also called as CONFIDENTIAL

INFORMATION as defined in the APPENDIX J: NON DISCLOSURE

AGREEMENT. TECHNICAL INFORMATION further shall mean any and all



patented and/or unpatented knowhow and technical information as far as

necessary for the erection, operation and maintenance of the AGREEMENT

PLANT disclosed or made available to BUYER hereunder, embraced in drawing

data, flow sheets, specifications, computer programs in machine readable,

printed or other form, manuals or any other documents or instructions provided

hereunder directly or indirectly by SELLER to BUYER including but not limited to

the FEED PACKAGE, which SELLER owns or controls and has the right to

disclose to others at the date hereof; and vice versa received by SELLER from

BUYER with respect other LICENSOR’s TECHNICAL INFORMATION which

BUYER has for the execution of the PROJECT including those of BUYER’s.

ARTICLE 2 SCOPE OF SELLER’s SERVICES

2.1 FEED Package

SELLER shall furnish for BUYER’s use the FEED PACKAGE for the

AGREEMENT PLANT/ISBL 3 PLANT as outlined in the APPENDIX C under the

title Scope of FEED Package.

The FEED PACKAGE shall be designed and engineered in a professional

manner and in best industry practice and in compliance with the terms and

conditions of the CONTRACT, or where not so specified in accordance with the

best and sound engineering practice. Provided that SELLER shall be entitled to

rely on the accuracy and sufficiency of the data or information provided by

BUYER that will be used as the basis of the design and engineering.

2.2 Review of Detailed Engineering

SELLER shall review and comment on the detailed engineering design

deliverables to be provided by BUYER for the AGREEMENT PLANT with respect

to the items listed in APPENDIX D under title REVIEW OF DETAILED

ENGINEERING. In order to check the conformity of the DETAILED

ENGINEERING including the EXISTING DETAILED ENGINEERING to the FEED

PACKAGE to the extent that SELLER deems necessary from the view point of

the process performance of the RELOCATED PLANT, and further shall have the

right to review any item of the DETAILED ENGINEERING DESIGN not listed in



APPENDIX D if it deems necessary to do so in the sole judgment for the sole

purpose of achievement of the performance guarantees by SELLER.

BUYER shall be fully and solely responsible for the adequacy and sufficiency of

its detailed design work for the new equipment, and whereas SELLER shall take

into consideration in the FEED PACKAGE the detailed engineering as made

available from the EXISITNG DOCUMENT for the RELOCATED/USED

EQUIPMENT. SELLER shall comment on the EXISITNG DETAILED

ENGINEERING and the necessity thereof to make further corrections or

modifications or change thereof prior to BUYER taking up the required

refurbishment and minor modifications, and to SELLER qualifying these corrected

documents as DETAILED ENGINEERING DOCUMENT of the USED

EQUIPMENT and PROCESS.

2.3 Site Dispatch

SELLER shall dispatch its technical personnel to the SITE to assist BUYER in

performing punch-listing the deficiencies/deviations/mistakes upon construction

completion, the start-up operation and performance guarantee tests of the

AGREEMENT PLANT. SELLER’s technical personnel to be dispatched

hereunder shall be deemed to work in an advisory capacity only, and SELLER

shall assume no other obligations or responsibilities except as expressly specified

in this CONTRACT. The fee under this category shall be free of charge for first 3

man weeks, beyond which period the fee shall be as per Article 4.2 (a). Both the

Parties shall make a mutually acceptable checklist to be covered under

MECHANICAL COMPLETION

2.4 Operator Training and Experts for Laboratory

SELLER shall assist BUYER in starting up, commissioning and performance

testing of the AGREEMENT PLANT by assigning its experts. This service shall be

free of charge for a time not exceeding three (3) man weeks, including laboratory

and operators training, excluding travel time and including mobilization,

demobilization and all travel and living expenses.

For any delay exceeding 3 man weeks, through no fault of the SELLER, BUYER

shall pay to SELLER a daily rate stipulated in the CONTRACT Article 4.2 (a).



Other than the cost for first 3 weeks, BUYER additionally shall reimburse the

costs of SELLER experts including travel expenses to and from the place of

training in Business class and living expenses stipulated in Article 4.2 (b), (c) and

(d).

ARTICLE 3 SCOPE OF BUYER’S SUPPLY AND SERVICES

The following services are outside SELLER’s scope of work and shall therefore

be performed by BUYER or other contractual third parties.

3.1 Basic Engineering Design for the ISBL 1 and ISBL 2

3.2 Basic Engineering Design for the Outside Battery Limit (“OSBL”) and Utilities.

3.3 Services related to the re-conditioning and overhauling of the used QUIMIGAL

PLANT and obtaining the necessary documentation pursuant to the relocation

(compliance to new codes and standard requirements). However, SELLER shall

provide guidelines and recommendations as to make the RELOCATED PLANT fit

for use with respect to handling changed process/stream conditions arising from

site climatology, use of coal feedstock and BGL TECHOLOGY, and process

guarantees thereof; while the mechanical warrantees will be obtained by BUYER

from the parties who undertake the re-conditioning and overhauling of the

equipment

3.4 SITE facilities to personnel deputed by SELLER at SITE as per terms and

conditions under Appendix K.

3.5 Utilities and personnel availability at SITE.

3.6 Ensure free access to personnel deputed by SELLER to AGREEMENT PLANT

and PROJECT for proceeding with works uninterruptedly without any hindrance.

3.7 Ensure local transportation from airport to hotel and/or SITE and vice versa, from

hotel to SITE and vice-versa,

3.8 Obtain necessary authorizations, clearances, permits, licenses and statutory

approvals required for the PROJECT from the state governments and from other

statutory and/or regulatory bodies.

3.9 Bearing all costs, to send its delegation to attend the meetings and trainings in

SELLER’s offices.



3.10 Approve documents and drawings submitted by SELLER within 7 working days.

In case of non receipt of approval/comments/suggestions within the above period,

SELLER shall go ahead with works as if BUYER has no comment to make on

documents and drawings, which are therefore deemed to have been approved.

However, in absence of response from BUYER on the comment, a reminder shall

be issued by SELLER. If BUYER intends to take more than 7 working days, then

BUYER shall promptly inform SELLER. For the delayed comments affecting the

critical path, SELLER shall notify BUYER the impacts and both Parties shall

discuss and find a mutually acceptable path forward. The BUYER shall normally

make no change afterwards after deemed approval status, unless agreed in

writing by SELLER. Any unavoidable change shall be dealt with a change order, if

such changes cause impacts to SELLER.

3.11 Supply, free of charge and in the shortest possible time, to SELLER the

documents which the SELLER requires from EXISTING DOCUMENTS of the

QUIMIGAL PLANT in electronic form wherever available as per Article 13.

3.14 Exclusions from SELLER shall include the following:

Detail engineering design; The design of all utilities, off-SITE facilities and services (OSBL), including

permanent road, walkway and railways, if any; Design of the SITE communication systems, including telephone, fax, etc., if

any; The obtaining of the appropriate permits, design approvals, etc., from the

concerned authorities and/or insurers to import, construct and operate the works;

A topographical survey of the SITE; Design permanent lifts, elevators, hoists, if any; Design of fire protection facilities such as firewater hydrants, fire alarms,

sprinklers, portable fire extinguishers, flare system and fire proofing of structural steel, if any;

Design of lighting, paging, earthling systems, if any; Soil investigation report; Any service not specifically mentioned in SELLER's scope of work.

ARTICLE 4 CONTRACT PRICE

SELLER shall be compensated by BUYER as full and complete compensation for

accomplishing its scope of work and services and assuming all obligations and


Bala, 29/10/11,

To be checked


responsibilities under the CONTRACT including design, engineering, all

overhead, direct or indirect cost, profit, Withholding tax as per Article 5 with a

fixed and final lump sum (hereinafter jointly referred to as CONTRACT PRICE) as

below.

4.1 Fee for FEED PACKAGE under Article 2.1 and 2.2 : …………Euro

4.2 Fee for Technical Advisory Services in India

For Site deployment or HAZOP in India or alike, the following shall apply.

Additional Terms and Conditions are stipulated in APPENDIX K.

(a) Basic Pay:

The basic fee payable for Technical Advisory services under Article 2.3 and 2.4

for any day exceeding 3 man-weeks shall be calculated on a per diem basis at

the rate of:

Euro 1000 (One thousand Euro only) per man calendar day, which shall be

payable for the period any individual is assigned to work in India under this

CONTRACT including the travel time from the individual’s home office to SITE

and return. The basic fee will be fixed during the duration of this CONTRACT.

(b) Air Fare:

Business class airfare for a round trip to and from the individual’s home office,

including hotel charges for transit on the way to and from India (if SELLER expert

has to come to SITE from Switzerland again)

(c) Local Transportation and living expenses in India:

Transportation expenses in India if transportation is not provided by BUYER. The

costs for travelling ( business class air fare, etc.), living and accommodation, if

not provided free of charge by SEPC, are to be reimbursed by SEPC to CASALE

at actual cost against relevant original documents.

4.3 Other Costs and Services (Change Work)

This applies to Engineering Services in SELLER Home Offices. For any change

work requiring SELLER to perform per diem basis. Engineering Services

exceeding the scope outlined in APPENDIX K or additional work to be performed

by SELLER in its home offices shall be reimbursed by BUYER to SELLER at the



following price for each man-hour of work. No change work shall become payable

unless such work are taken up with due written approval from BUYER.

ARTICLE 5 TAXES

All taxes, levies, duties or similar charges levied by any authority on either Party

emanating from or relating to this Agreement shall be borne by the Party on

Territory of which they are levied.

All payments as per this CONTRACT represent values to be paid gross to the

SELLER’s account. BUYER shall provide SELLER with the original of the proof of

payment of withholding taxes to SELLER to enable them to claim the refund from

their Tax Authorities based on the DOUBLE TAXATION AVOIDANCE

AGREEMENT (DTAA) between India and Switzerland.

For the services to be provided by SELLER from the foreign soil (outside India):

All payments as per this CONTRACT are subject deduction of withholding taxes

for the services to be provided by SELLER from foreign soil (outside India), and

BUYER shall provide certificate as per Indian tax regulation to the SELLER on

the tax deducted.

The Service Tax shall be paid by the BUYER

(For the services to be provided by SELLER from within India: TBA)

ARTICLE 6 TERMS OF PAYMENT

THE CONTRACT PRICE shall become payable as follows. The payment shall be

paid within 30 (thirty days) from the date of receipt of correct commercial invoice

after the fulfilment of conditions (including a certificate of completion

corresponding to any progress payment) for the corresponding portion of the

payment.

6.1 FEE for FEED PACKAGE under Article 4.1 shall be paid as below

Payment No

Payment%

Payment Milestone and description

1 10% Advance payment within 15 (fifteen) days from the date of signature of the CONTRACT, against commercial invoice and submission of Advance Bank Guarantee from First Class bank for the 10% of FEED PACKAGE fee under article 4.1;


Bala, 29/10/11,

To be confirmed


2 15% Within 30 days after the first issuance of PFD and against commercial invoice.

3 20% Within 30 days after the first issuance of Equipment Data Sheets and against commercial invoice.

4 10% Within 30 days after first issuance of the P&ID and against commercial invoice.

5 10% Within 30 days after issuance of complete FEED PACKAGE and receipt by BUYER of the required copies and electronic files of FEED PACKAGE, against commercial invoice.

6 10% Upon completion of review of Detailed Engineering Documents and against commercial invoice.

7 15% Upon Mechanical Completion of the AGREEMENT PLANT & PROJECT in INDIA, or 450 days after EFFECTIVE DATE, which ever comes earlier, provided the delay is not attributable to SELLER; against commercial invoice and Mechanical Completion Certificate signed by BUYER and SELLER or SELLER declaration that 450 days from EFFECTIVE DATE were expired without performing Mechanical Completion.

8 10% Upon successful completion of TEST-RUN and ACCEPTANCE certificate of AGREEMENT PLANT/ISBL -3 PLANT or 540 days after EFFECTIVE DATE, whichever comes earlier, provided that delay is not attributable to SELLER; against commercial invoice and ACCEPTANCE certificate signed by BUYER and SELLER or SELLER declaration that 540 days from EFFECTIVE DATE were expired without performing TEST-RUN.

If the completion of event under milestone description is delayed due to reasons

attributable to SELLER, then the payment for the corresponding payment number

shall be accordingly delayed.

6.2 Technical Advisory Fee

The payment of SITE ASSISTANCE SERVICES and other engineering services

to be performed by SELLER Personnel shall be effected monthly based on

invoices for the actual deployment and this payment will be made through

SWIFT.



Instalment shall be made according to the effective man-hours or man-days

consumed and the expenses borne against presentation of commercial invoice,

issued on weekly basis, and supporting documentation, such as time sheets,

copy of the travel agency invoice for air tickets, copy of hotel receipt for

accommodation.

Meals and local transportation expenses incurred by SELLER Personnel shall be

reimbursed by BUYER at actual supported by receipts, when meals and local

transportation are not provided by BUYER.

6.3 Bank Charges

Bank charge commissions and fees related to the Letters of Credit will be borne

by the Parties according to the following conditions:

1 Confirmation Fee SELLER

2 Advising Fee SELLER

3 Handling fee, per draw down SELLER

4 Document collection, per draw down SELLER

5 Negotiation interest charges by the advising bank. i.e. balance between usance interest paid to SELLER after 180 days and interest charged by the bank

SELLER

6 Expenses outside INDIA of SELLER’s bank, including their correspondent and intermediary bank, per draw down

SELLER

7 Expenses of BUYER’s bank, including their correspondent and intermediary bank inside INDIA, per draw down

BUYER

8 Usance interest charged, per draw down BUYER

9 Amendment commissions to be paid by the party which is responsible for the amendment.

BOTH

6.4 General Payment Conditions

All payments except Payment no. 1 (Advance Payment) under Article 6.1 hereof

shall be made through irrevocable Letters of Credit (L/C) to be opened from first

class Swiss banks in favour of SELLER in a wording acceptable to both Parties. .

However, BUYER confirmed that no Usance payment type L/C will be used.


Bala, 29/10/11,

TO be checked with AC comments

Bala, 29/10/11,

To be checked with AC comments


It is foreseen that at least two Letters of Credit will be issued by Buyer: one for payments under Article 6.1 and one for payments under Article 6.2.

The L/C for payments under Article 6.2 shall be an irrevocable, confirmed and revolving Letter of Credit opened by BUYER in favour of SELLER 10 days before starting any Services. The revolving Letter of Credit shall be cumulative and issued to cover the amount equivalent to the expected duration of the applicable Service, revolving automatically for 3 times.

Any substantially undisputed delay, not exceeding 30 calendar days, in the receipt of the payments or in opening any of the Letters of Credit shall allow SELLER to postpone accordingly the date of delivery of engineering documents and of performance of SERVICES.

For delayed payment, BUYER shall be charged the interest rate 5% p.a.

Banking costs for opening the L/C shall be to BUYER’s account. All bank charges

incurred in India shall be borne by BUYER, whereas those incurred in

Switzerland shall be borne by SELLER.

The payments shall be made in EURO to SELLER’s account at (bank

name…….) (Swift/BIC-Code---XXXXXX) Switzerland, account No. XXXXX.

SELLER and BUYER shall discuss and agree the text of the Letter of Credit

prepared by the BUYER's bank, before it is issued.

All invoices submitted shall be segregated by category and marked “Engineering

Fee”, “Technical Advisory Fee”, and ”Other Costs and Charges (Change Work)”.

All payments as per this CONTRACT represent value to be paid gross to

SELLER’s account. BUYER shall provide the proof of payment of taxes/cess, if

any, to SELLER to enable them to claim the refund from the tax authorities based

on the DOUBLE TAXATION AVOIDANCE AGREEMENT (DTAA) between India

and Switzerland. The withholding taxes that BUYER shall deduct from invoice at

the time of entering into contract are 10 % which is subject to change as per

legislation.

ARTICLE 7 DELIVERY TERMS

7.1 Time is calculated from the EFFECTIVE DATE according to provisions given in

Article 22. or from the date of submission by BUYER to the SELLER of all

documentation required for design enlisted under Appendix L.


Bala, 29/10/11,

To be checked with AC comments


In case of any delay in any payment and/or any delay in the receipt by SELLER

of a workable Letter of Credit and/or any delay in submission of documentation of

the PLANTS, both Parties shall review the impact and adjust the dates of delivery

of the FEED PACKAGE and SERVICES.

7.2 Technical Documentation

SELLER will deliver the FEED PACKAGE as per schedule included in Appendix E.

7.3 SITE ASSISTANCE SERVICES and other Engineering Services

SELLER shall depute the necessary personnel as required and according to the

agreed Project Schedule, provided that BUYER gives written notice to SELLER at

least 4 (four) weeks in advance. However in case of emergency requirements, for

the subsequent visits SELLER shall depute the necessary personnel in short

notice.(one week).

Other engineering services will be provided according to the Project Schedule to

be agreed by the Parties.

ARTICLE 8 SELLER GUARANTEES AND LIABILITIES

SELLER makes no warranties or guarantees expressed or implied other than

those expressly stated in this Article 8.

8.1 Process Guarantees

SELLER hereby gives and undertakes to provide the Process Guarantees stated

in Appendix F.

8.2 Work Quality Guarantee

SELLER guarantees and warrants that it will prepare the FEED PACKAGE,

consistent with generally accepted engineering industry standards, according to

the best quality and the most modern and commercially well proven technology

and state of art (the "WORK QUALITY GUARANTEE") in accordance with the

CONTRACT.

SELLER will promptly correct at its own cost and care any defect, error, omission

in, of, or arising from any breach of the WORK QUALITY GUARANTEE, provided

that BUYER submits any claim relating to breach of the WORK QUALITY



GUARANTEE to SELLER in writing within 12 (twelve) months following the date

of delivery of the FEED PACKAGE, but not later than 12 months after successful

completion of the TEST RUN.

8.3 Infringement

(a) SELLER declares that to the best of its knowledge there is no relevant prior

art applicable to SELLER patents and know-how used for the PROJECT and

that SELLER TECHNOLOGY does not infringe any valid patent rights of a

third party

(b) In the event that, contrary to the expectations, any third party should assert

patent or IP claims against BUYER or OWNER on the FEED PACKAGE and

the process used in the PROJECT, then SELLER at the best of its ability and

due diligence shall assist BUYER/OWNER in opposing the claims based on

such rights, using information available to it and giving technical advice and

guidelines as required thereof. SELLER shall not take up any further

obligations except as intended here below in (c).

(c) In the event that it should turn out to be impossible to use SELLER’s FEED

PACKAGE in the PROJECT without infringing third parties’ patent or IP rights,

SELLER shall, at the request of BUYER, reimburse the reasonable cost

incurred by BUYER in opposing and settling the third parties claims based on

such infringement. In case of a settlement, BUYER shall first obtain

SELLER’s approval which shall not be unreasonably withheld.

8.4 Indemnification

Each Party agrees to defend, indemnify and hold harmless other Party, from and

against any third party suit, proceedings, damages, claims, losses, liabilities,

judgments, cost and expenses (including reasonable attorney fees) from and /or

related to gross negligent performance or wilful misconduct or infringement or

other Party under this Contract

8.5 SELLER Liabilities

(a) Liabilities of SELLER for failure to achieve the PROCESS GUARANTEES are

as Appendix F attached to this CONTRACT.

(b) Liabilities of SELLER for the WORK QUALITY GUARANTEE are limited to re-



engineering, partially or totally, the FEED PACKAGE.

(c) Liabilities of SELLER with respect to infringement and wilful misconduct shall

be as stipulated under this Article 8.

ARTICLE 9 LIMITATION OF LIABILITY

9.1 SELLER will not bear the responsibility for any indirect and/or consequential

damages such as, but not limited to, losses of production resulting from loss of

time during start-up of the AGREEMENT PLANT, use the AGREEMENT PLANT

or its part not in full capacity, or as a result of delays or losses of time that

influence the obligation of the other Party, or losses of profit or products, or

another indirect damages to the other Party.

9.2 Aggregate liability of SELLER on all obligations, guarantees and liabilities under

the present CONTRACT under 8.4 (a) and 8.4 (b) will be limited to 10%(Ten

percent) of the LUMP SUM PRICE, specified in Article 4.1, excluding the liabilities

arising out of infringement and wilful misconduct. Which shall be limited to 50% of

the LUMP SUM PRICE

ARTICLE 10 INSURANCE

SELLER shall obtain and maintain, at its cost, Comprehensive General Third

party and Professional Liability Insurance for Engineers, covering:

Damages to persons (death, bodily injury or other health impairments of persons);

Property damages (destruction, damages to or loss of property), and Damages to installations.

With guarantee sums of:

i) CHF 20’000’000 (twenty million of Swiss Francs) ……… per insurance year for damage to persons and property damage combined; and

ii) CHF 2’000’000 (two million of Swiss Francs) …………….per insurance year for damages to installations (within the limit mentioned in above point 10.i).

ARTICLE 11 CONFIDENTIALITY

As defined in the Non Disclosure Agreement signed by the parties on …………

dated attached to the present contract (Appendix J)



ARTICLE 12 EXISTING DOCUMENT

BUYER shall provide SELLER with pertinent documentation (engineering

documents and operating data as available from the EXISTING DOCUMENT in

APPENDIX L) of the existing QUIMIGAL PLANT in order to allow SELLER

developing the FEED PACKAGE of the RELOCATED PLANT on or before the

Effective Date of Contract.

Any additional information, documentation or specification relating to the

QUIMIGAL PLANT that is reasonably required by SELLER in connection with

supplying the FEED PACKAGE shall be provided by BUYER free of charge and

in the shortest reasonable time.

BUYER represents that all documentation provided to the SELLER for designing

is accurate and updated. BUYER shall be liable for any consequences of out of

date or incorrect information provided to the SELLER. However, SELLER shall

report to BUYER of any discrepancy or ambiguities found in the EXISITNG

DOCUMENT in a timely manner and seek clarifications.

BUYER further represents and warrants that has the full right, power and

authority to provide SELLER with all documentation and information related to the

QUIMIGAL PLANT necessary for the performance of the SERVICES and the

disclosure of such QUIMIGAL PLANT documentation and information does not

infringe any obligation of confidentiality or other intellectual property rights. In a

similar manner, SELLER represents and warrants that has the full right, power

and authority to provide BUYER with all documentation and information related to

the Third Party Technology necessary for the performance of the SERVICES and

the disclosure of such information/documentation does not infringe any obligation

of confidentiality or other intellectual property rights.

In case of missing documentation on existing items, SELLER reserves the right in

first step to evaluate/check the item based on original operating data, in second

step request the visual observation by opening the item (if possible) to find out

the mechanical details to estimate the process performance and in last effort to

recommend its substitution with a new one, but with due consultation with

BUYER.



ARTICLE 13 GOVERNING LAW - ARBITRATION

Both parties shall attempt to resolve mutually the disputes firstly through

adjudication process as per FIDIC procedure.

In case the resolution through adjudication is not possible, then arbitration as per

the Rules of Conciliation and Arbitration of the International Chamber of

Commerce (“ICC Rules”) will follow consequently. All disputes arising in

connection with this CONTRACT shall be finally settled by arbitration under the

Rules of Conciliation and Arbitration of the International Chamber of Commerce

by three arbitrators appointed in accordance with said Rules.

The arbitration procedure, which is to be conducted and an award, if any, be

rendered in the English language, shall take place in Singapore. The seat and

venue of arbitration shall be Singapore.

This CONTRACT shall be governed in its entirety by law of The Netherlands, with

the exclusion of the rules of conflict of laws and except the arbitration, which shall

be governed by ICC Rules. The arbitral award given under arbitration shall not be

opened by any Court.

All disputes arising in connection with this CONTRACT shall be finally settled by

arbitration under SIAC( Singapore International Arbitration Centre).

The arbitration procedure, which is to be conducted and an award, if any, be

rendered in the English language, shall take place in Singapore. The seat and

venue of arbitration shall be Singapore.

This CONTRACT shall be governed in its entirety by law of India, with the

exclusion of the rules of conflict of laws and except the arbitration, which shall be

governed by UNCITRAL Rules under SIAC. The arbitral award given under

arbitration shall not be opened by any Court.

ARTICLE 14 CHANGE IN SCOPE OF SERVICES

In the event one Party identifies potential changes in the SELLER's scope of work

under this CONTRACT including, without limitation, changing of design basis, any

modification which can have an impact on the performance of SERVICES,

SELLER shall, in a reasonable time after written notice of such potential changes,


R. Snelders, 10/29/11,

There was an approved letter from 29 June 2010, showing the governing law to be The Netherlands, now it’s changed to changed to Swiss law.

Bala, 29/10/11,

To be checked with AC contract


submit to BUYER a written estimate of the effect of the potential changes on the

price and delivery terms of this CONTRACT, and also a summary of the effect of

the potential changes on the operating capacity and other performances of the

AGREEMENT PLANT.

SELLER shall proceed with the requested change only on receipt of written

approval of the BUYER for such estimate.

Unapproved CHANGE ORDERs will be liable for rejection by BUYER.

ARTICLE 15 FORCE MAJEURE

15.1 Should any circumstances beyond the control of the Parties prevent the complete

or partial fulfilment by any of the Parties of their respective obligations under this

CONTRACT, including but not limited to the following: fire, acts of God, war

(declared or undeclared), military operations of any character, blockade,

prohibitions of exports and imports, then neither Party shall be liable to the other

or be deemed to be in breach of this CONTRACT in respect of any failure to

perform such obligations.

Both SELLER and BUYER shall make all efforts to eliminate the situation of force

majeure as soon as possible. If the situation of force majeure cannot be

eliminated within a period of 1 (one) month, the parties shall meet to find a

suitable solution taking into account the interests of both parties and if a suitable

solution cannot be achieved after the condition of force majeure continues for a

period of 3 (three) months either party may terminate the CONTRACT.

15.2 The Party affected by Force Majeure shall advise the other Party within 7 (Seven)

calendar days from the beginning or cessation of the Force Majeure, about the

circumstances preventing of the fulfilment of their obligations. Certificates, issued

by the respective Chamber of Commerce of the SELLER's and BUYER's country

shall be sufficient proof of such circumstances and their duration. Untimely

notification of the other Party about Force Majeure shall deprive the affected

Party from the opportunity to refer to any of the Force Majeure events as a

reason for release from the responsibilities for non-fulfilment of the CONTRACT.



ARTICLE 16 TERMINAITON

16.1 This CONTRACT may be terminated as follows but such termination shall be

without prejudice to the rights of Parties accrued on or before the date of

termination and the operation of the termination clause:

a. By the mutual consent of Parties to terminate this CONTRACT,

b. By the non-defaulting Party, if the other Party materially fails to perform or

comply with this CONTRACT and/or fails to start a course of action aimed at

correcting such failure within thirty (30) days or a different period mutually

agreed upon.

16.2 If either Party is declared insolvent or the Party files any voluntary insolvency

petition, the other party may forthwith terminate the CONTRACT with a written

notice in this regard.

16.3 In case of termination, SELLER shall protect all property in its possession in

which BUYER has an interest, and shall terminate all work and commitments

pursuant to this order as quickly and expeditiously as possible.

16.4 In case of termination under 16.1(a), SELLER shall be entitled to be paid for all

deliveries and services rendered until the date of such termination plus any

reasonable costs arising out of the termination. In the event both Parties fail to

reach an agreement after termination as to which Party should provide

compensation to whom and what amount payable thereof, resolution shall be

obtained pursuant to Article 13 (GOVERNING LAW/ARBITRATION).

16.5 Nothing in this CONTRACT shall absolve the liability of one Party to the other

until the actual date of termination, irrespective of the fact as to who initiated the

termination or for what reason it is initiated.

16.6 If SELLER is declared insolvent or SELLER files any voluntary insolvency, or if

SELLER shall be in default in the performance CONTRACT materially by him

and shall fail to correct such default (or if immediate correction is not possible,

shall fail to commence and diligently continue effective action to correct such

default) within 30 (thirty) Days following written notice thereof from BUYER,

BUYER may without prejudice to any other rights or remedies BUYER may have,

cause further payments to SELLER to be held in abeyance (until CtA PROJECT



is completed) and/or terminate this CONTRACT by written notice to SELLER

specifying the date of termination. In the event of such termination by BUYER,

BUYER may take possession of SELLER’S SCOPE OF WORK and finish this

WORK by whatever method BUYER may deem expedient. SELLER shall be

entitled to be paid for the amount of Work completed

16.7 In the event of termination by BUYER under 16.1 (b), SELLER shall, upon

request of BUYER, promptly advise BUYER of all outstanding SCOPE OF

WORK, agreements and purchase orders which SELLER has with others relating

to the CONTRACT and furnish of BUYER, SELLER shall assign to BUYER, in a

form satisfactory to BUYER, SELLER’s title to LICENSE, SELLERS

TECHNOLOGY including Third Party Technology, FEED PACKAGE

DELIVERBALES, and those agreements and purchase orders applicable for the

CONTRACT.

ARTICLE 17 ASSIGNMENT

17.1 BUYER shall be entitled to assign either in whole or in part any of its rights and

obligations under the CONTRACT by giving SELLER prior written notification

thereof.

17.2 SELLER shall not be permitted to assign in whole or in part any of its rights,

obligations and/or benefit due or become due under the CONTRACT with the

prior written consent thereto of BUYER. wherein SELLER shall be permitted to

delegate all or any portion of its performance and assign its interests under this

CONTRACT to any of its sister companies (Urea Casale, Methanol Casale,

and/or Casale Chemicals). Furthermore, SELLER shall be permitted to depute a

third party to perform services to be provided in BUYER’s country with the

approval of BUYER, provided that SELLER shall remain responsible as guarantor

for the correct performance by its assignee(s).

17.3 SELLER, in order to be able to perform its obligations under the CONTRACT

efficiently, may, subject to BUYER’s prior written approval, SUBCONTRACT

certain WORK to others provided that SELLER shall remain responsible for the

performance of WORK so subcontracted in accordance with the CONTRACT.

17.4 SELLER shall arrange that any rights and titles (together with the obligations

connected therewith) relating to its services and work which SELLER may


Bala, 29/10/11,

To be checked with AC Contract draft


directly or indirectly acquire vis-à-vis third parties can, if so required by BUYER,

be assigned to BUYER in the event of termination.

ARTICLE 18 NOTICES

All notices hereunder shall be in writing and shall be deemed given if delivered

personally or by facsimile transmission (receipt verified), mailed by registered or

certified mail (return receipt requested), postage prepaid, or sent by express

courier service, e-mail (return receipt requested) to the parties at the following

addresses (or at such other address for a party as shall be specified by like

notice; provided that notices of a change of address shall be effective only upon

receipt thereof).

ARTICLE 19

LANGUAGE

Technical documentation and all correspondence and communications, written or

oral, relevant to this CONTRACT will be in the English language.

ARTICLE 20 HEADINGS

The headings used in this CONTRACT are intended as a matter of convenience and for reference purposes only.

ARTICLE 21 ENTIRE AGREEMENT

Together with all Appendix, this CONTRACT represents the entire agreement of

the Parties regarding the subject matter hereof and supersedes any prior


SHRIRAM EPC LTD.

Shriram EPC Limited4th Floor, Sigappi Achi Building,Door NO.18/3, Rukmini Lakshmipathi Salai (Marshalls Road). Egmore,Chennai - 600 008.

Attn: Mr. A. Soosaiya/Project Manager.Email address: [email protected]

CASALE

AMMONIA CASALE S.A.Via G. Pocobelli 66900 LuganoSwitzerlandAttn: Mr. Sergio Debernardi, Head of Project Management DepartmentEmail address: [email protected]

Attn:

Email: …..

Bala, 29/10/11,

Whether can we give any other communication address ????

mailto:[email protected]


communications, proposals, or understandings between the parties regarding the

subject matter hereof.

ARTICLE 22 EFFECTIVE DATE OF CONTRACT

EFFECTIVE DATE of this CONTRACT (EDC) is established when all the

following conditions have been fulfilled:

1) CONTRACT has been signed by both Parties;2) Letter of Credit is opened in accordance with Article 6 hereof;3) SELLER has received advance payment in accordance with Article 6.1

Payment No.1 hereof.

After all above conditions have been fulfilled, both Parties shall advise each other

that the last condition has been fulfilled on the certain date. In case a discrepancy

in the dates exchanged between the Parties, then Parties shall agree

EFFECTIVE DATE within three (3) days from last notification.

All above mentioned conditions have to be fulfilled within thirty (30) days from

SIGNING DATE.

If any of the above conditions remains still unfulfilled within said time-limit, the

Parties shall discuss conditions for a new time-limit as well as other terms of

CONTRACT which have to be altered due to such extended time.

ARTICLE 23 SEVERABILITY

In case any provision in this CONTRACT shall be invalid, illegal or unenforceable,

the validity, legality and enforceability of the remaining provisions shall not in any

way be affected or impaired thereby. The invalidity, illegality or unenforceability of

any provision in this CONTRACT in any jurisdiction shall not invalidate or render

illegal or unenforceable such provision in any other jurisdiction. BUYER and

SELLER acknowledge that each has had the opportunity to participate in the

preparation of this CONTRACT and, therefore, in the event of any ambiguity with

respect to the meaning of any term or provision in this CONTRACT, no

presumption or inference shall be drawn against either BUYER or SELLER.

ARTICLE 24 AMENDMENTS

No verbal agreements of any nature relating to the subject matter of this

CONTRACT shall be valid and enforceable, and no alteration, addition to, change



in, modification of or deletion of any portion of this CONTRACT shall be valid or

enforceable unless made in writing and executed by both parties through duly

authorized officers thereof.

ARTICLE 25 COUNTERPARTS

This CONTRACT may be executed in counterparts, each of which, taken

together, shall constitute one and the same agreement.

ARTICLE 26 MISCELLANEOUS

26.1 FEED PACKAGE Kick-off Meeting

Refer Appendix C1” Scope of FEED Package”.

26.2 FEED PACKAGE Review Meeting

Refer Appendix C1 “Scope of FEED Package”.

26.2 HAZOP

A Preliminary HAZAP report shall be made available by CASALE along with

FEED deliverables which can be classified as one of the Engineering Standards

based on which a Detailed HAZAP STUDY will be conducted by SEPC during

detailed engineering design, and such study/meeting will be held at the office of

BUYER in India. CASALE’s personnel will participate such meeting/study. A

HAZOP Chairman from a third party will be appointed BUYER.

Performance of HAZOP or assistance made by SELLER during the HAZOP is not

included in the CONTRACT price as per Article 4.1 that will therefore be

managed on reimbursable basis.

If the HAZOP is performed during the preparation of the FEED PACKAGE, the

delivery schedule stated in Appendix E shall be revised in order to take into

account the time spent for the HAZOP and time necessary to revise the

documents accordingly.

IN WITNESS WHEREOF, the parties have entered into this CONTRACT as of the _____ day

of........ 2011.


Bala, 29/10/11,

To be confirmed

Bala, 29/10/11,

To be checked with AC Contract


AMMONIA CASALE S.A SHRIRAM EPC LTD.

By: __________________________ by: __________________________

Name: A. Soosaiya

Title: Title: Senior Vice President



APPENDIX A PROCESS DESCRIPTION



APPENDIX A PROCESS DESCRIPTION (Attached)

(The following PROCESS DESCRIPTION of the CtA PLANT should be regarded as very

general at the time of entering into the CONTRACT, and is based on simplified block flow

diagram after finalization of process scheme during Pre-FEED phase. The Process Description

at the time of delivery of FEED PACKAGE shall be in the fully developed and expanded form

and shall be provided as part of FEED PACKAGE. )



APPENDIX B DESIGN BASIS



APPENDIX B - DESIGN BASIS

.(The following DESIGN BASIS of the PLANT should be regarded as very general at the time of

entering into the CONTRACT, and is based on simplified block flow diagram after finalization of

process scheme during Pre-FEED phase. The DESIGN BASIS shall be reviewed in detail during

the Kick Of Meeting (KOM) of FEED works including the design margin etc., The detailed design

basis is attached.



APPENDIX C SCOPE OF FEED PACKAGE



C.1 MEETINGS

1. Project Kick-off Meeting

The Kick-off meeting will be organized by BUYER in their or in contractor’s offices in India within 2 (two) week from the Effective Date of the Contract.

SELLER will dispatch its project team, at its own cost, to attend this Meeting, according to provisions. The expected duration of the Kick-off Meeting is about 3 (three) working days.

The Kick-off Meeting shall be organized in order to confirm the general arrangement and to define a detailed list and schedule of activities necessary to carry out the project (milestones). The meeting shall also include a session where the design basis for the engineering design shall be reviewed/confirmed and the codes and standards to be used shall be also agreed upon.

Main topics of discussion during the kick-off meeting will be:

- Review and confirmation of FEED PACKAGE Document List, based on content listed under Appendix C.2

- Overall project implementation schedule;Project coordination procedure (between BUYER/SELLER ) and Detailed engineering contractor(if any)

- Definitions of the incoming/outgoing fluids at Battery Limits;- Review the contract specified review requirement by CASALE the DED deliverables and

improve the content/definition.- Test sample collection and test run plans: provide definition and plans further to what is

specified in the contract.- Site deployment of Technical Persons for process punch out prior to Mechanical

Completion and assistance during Pre-com/commissioning/catalyst loading etc.- Other points necessary for both parties.- Discuss methodology for on-line review/video conference weekly/document

control/Master Document Register/Procedure for emailing/communication numbering.- Simulation requirements methodology and tool in case contract specified figures vary

with respect to performance during test runs.

2. FEED PACKAGE Review Meeting

SELLER shall organize a FEED PACKAGE Review Meeting between SELLER and BUYER representatives, to be held in SELLER Home Offices in Switzerland, 2 (two) weeks after the preliminary FEED PACKAGE has been received by BUYER.

BUYER shall dispatch at its own cost its group to participate in this Meeting, which will last typically 1 (one) week.

During the Meeting, SELLER will give detailed explanations and BUYER will review and comment all the FEED PACKAGE documents, as necessary for the assessment of the FEED PACKAGE, which will allow BUYER to proceed with the detailed engineering work.

In accordance to the proceedings of the FEED PACKAGE Review Meeting, which shall be formalized by a written protocol (official minutes of meeting) signed by both parties, SELLER will have minimum 4 (four) weeks to revise the FEED PACKAGE.



SELLER shall duly take all comments raised by BUYER during said REVIEW MEETING and collected in the minutes of meeting into account in preparing and issuing to BUYER a final issue of the FEED PACKAGE.

C.2 FEED PACKAGE CONTENT

FEED DELIVERY LISTPROCESS

1. Design Basis

Design Basis shall provide Design Objective, Design Capacity, Normal Capacity, Plant Turn Down, Battery Limit Conditions, Specifications for Feed, Products, Catalysts, Chemicals First-fill, Specification for Utilities and any Special requirements. Storage Inventory, Site and Climatic data, Unit of Measurement, Codes and Standard, Process Block Diagram showing Battery Limits, Plant or Process Description.

2. Process Block Diagram with Overall Material Balance

Process Block Diagram with unit number and overall material balance. Battery limits to be marked.

3. Process Description

Description of the process explaining the function of major process equipment and the basic process controls. For the design feed stock (coal), feed gas (syngas), any major process constraints with the options shall be highlighted.

4. Equipment List

A summary of all process equipment with Tag number, service name, quantity, type, capacity/duty/volume/area, dimension, operating & design conditions, basic material of construction, estimated weight, Insulation/Jacket requirements. .

5. Process Flow Diagram (PFD) & Heat and Material Balance (HMB)

Process Flow Diagram shall include the main process equipments with all process streams, main utility streams with stream numbers, tag numbers, service of equipment, MOC, indicating duplicates & spares, basic control loops and instrumentation necessary for proper functioning of process equipment.

The Heat and Material Balance will include Stream number, Stream description, Flow rate (Mass, Volumetric and Molar), Vapour fraction, Liquid Density, Molecular weight, Pressure, Temperature, Composition. Important fluid properties for relevant streams are to be provided.

Simulation Results and Simulation soft copy are to be provided.

6. Design Temperature Pressure Diagram (DPTD)

Design Temperature and Pressure Diagram based on PFD’s, Consideration should be given to Design conditions of Existing Equipments and Instruments.



7. Material Selection Description (MSD)

MSD using the PFD to identify the recommended material of construction.

MSD shall provide general concept of material selection, Equipment & internals material of construction, Basic piping material of construction & special note for specific services.

MSD to include Fluid List with Code, Maximum and Design Temperature and Pressure, Basic Piping Material, Piping Material Code, Corrosion Allowance, and Design Temperature and Pressure.

Insulation/Tracing/Jacketing Requirement and Type of Valves used. Consideration should be given to Existing Equipments, Piping’s and Instruments. The reason of selection for any special material of construction, piping components etc., shall be described.

8. Fluid List

Fluid (Medium) List with Fluid Code, Maximum & Design Temperature &Pressure, Basic Piping Material, Piping Class Code (piping spec), Corrosion Allowance and any other special requirement.

9. Piping and Instrument Diagram

P&ID showing all process equipment, process piping and instrumentations shall be as per ISA5.1 and shall include the following details:

Equipment details with Tag number, Service, Capacity/Duty/Vol./Area, MOC, driver details etc.

Equipment Functional outline sketches, indicating all nozzles with nozzle number, elevation, type and details of jacket, coils, process internals, packing, driver and other equipment details.

Tracing/jacketing requirements and insulation requirements (for heat conservation, personal protection, process stabilization, if any) for with insulation thickness for equipment, piping and instruments.

Tower and vertical drum tangential line, minimum bottom elevations. Horizontal drum minimum elevations and slope if required. Relative elevation of all equipments and piping where gravity or 2-phase flow is taking place, e.g. thermosyhphon, reboilers, condensers, seal pots etc.

Line number should include line size, media code, piping spec, flange rating, tracing/jacketing/insulation requirement with insulation thickness. In addition material specification for all valves (if material different from the line) and specification breaks are to be shown at appropriate places.

Flow direction of lines and Details of incoming and outgoing lines on each P&ID

Line slope if required and any other special conditions such as gravity lines, without pockets, vertical loop dimensions, etc.

Vents and drains in additional to engineering standards required for process reasons

All start-up bypass, shutdown and emergency lines and lines for alternate operations, future expansion as necessary.

Any special instruction e.g. dead leg distance on slurry lines



All valves: check valves, control valve, on-off valve, relief valves etc.

Gas or liquid purging or flushing of control valves, instruments or relief valves.

Sampling points and sample arrangements.

All instruments required for proper operation of the plant (including any special type’s requirement).

Control loop system.

Safety valve set pressure, control valve position on air failure, Lock open/close requirement of valves

Instrumentation Control loops and process safety interlocks, sequences and emergency shutdown system

Process Interlock requirement of Electrical Loads.

Gas detectors locations

10. Process Equipment Data sheets.

Process Equipment Data Sheets shall contain basic process information required for the requisitions and/or detailed design of equipment.

The information shall include Type of Equipment, description, tag number, number of units and sparing requirements, nor/min/max Operating and Design conditions (flow, temperature and pressure). Vapour fraction, fluid composition if required, relevant fluid properties, and any special characteristics of fluid like foaming as necessary.

Inlet & outlet conditions of shell and jacket/Coil, heating duty, fouling factors and allowable pressure drop. Design restrictions if any are to be mentioned.

Detail description and number and type of internals, Details of packing and catalyst, Basic selection of materials of construction, with corrosion allowance, jacketing/tracing & insulation requirements, over design and turn down ratio as applicable, support details and any special elevation requirements, any special surface finish requirements, stress relieving and post-weld heat treating requirements.

Nozzle details shall include with number and sizes for process, instruments, drain, vent, spare, manhole, hand-hole, agitator etc. Cleaning, flushing or steaming requirements.

Sketch showing internals, nozzles and instrumentation with main geometric dimensions and elevation requirements. Any specific design and fabrication requirements are to be detailed.

Equipment sizing calculations to be given.

Special description of information shall be given for the following categories

Storage Tanks

Type (e.g. floating roof, fixed roof, double roof, etc.), Internal facilities such as air sprayers, steam heaters, mixers etc. All liquid levels for storage tanks

Vessels/Drum/Separators



Type of packing, description of internals, distributors, trays, Demister, Vortex breaker, Baffles, etc is to be provided. Any specific design and fabrication requirements shall be detailed.

Slope details of Horizontal vessels and tanks

Sketch shall include Height of liquid at normal, minimum, maximum and trip.

Columns

Number, type and spacing of trays (for columns).Basic information of internals such as pans, distributors, spray, nozzles, packing, demisters etc. Lining or cladding requirements, Special performance requirements for other process equipment such as coalescers, separators, etc.

Details of inlet devices (if required), internal flow rates and physical properties to allow sizing of trays or tower packing shall be provided

Sketch shall include number and type of trays or type of packing, nozzle (with elevation requirement if any) etc. Height of liquid at normal, minimum, maximum and trip are to be marked.

Reactors/Mixers

Type of reactor, number of internals, distributors, trays, vortex breaker, demister, baffles, trays, etc. Details of packing and catalyst, refractory/lining etc

Agitator/mixer requirements including type, blade type, size and rpm. Agitator/mixer motor details including rating, voltage, power data, flame proof, sealing requirements, control of agitation/mixing if any.

Type and specification for of fuels for fired heater, power data for electrical heater. Any specific design and fabrication requirements are to be detailed.

Sketches shall include Height of liquid at normal, minimum, maximum and trip, relevant dimensions of internals and height of packing/Catalyst.

Heat Exchangers:

Process specifications for heat exchangers including type of exchanger, duty (normal and design), flow rates of liquid and vapour phase separately, inlet and outlet conditions (temperature and pressure), relevant physical properties at inlet and out let conditions, fouling resistance, condensing or vaporization curve (if necessary), type of TEMA design, mechanical design conditions, limiting transfer rates and velocities (where applicable), restrictions on combining air fin services, tube and baffle arrangement. Tube size (OD and Thickness), impingement plate requirement.

Sketch shall include general configuration, baffles, vapour space, surge volume required, high/normal/low liquid levels and instrumentation.

Machinery



Equipment Data Sheets shall be provided for Pumps. Compressors, Blowers, Expanders, Turbine and Hydraulic Turbines

Process specifications including, Type, min/nor/max flow rates required for all modes of operation, operating & design temperature & pressure at suction and discharge, differential head, NPSH where required, relevant physical properties of the process fluid at suction and discharge conditions, control requirements, Minimum flow and capacity requirements (if any), basic requirement of spares, hydraulic HP, sealing/ lubrication/ cooling/ flushing requirements, inlet filter size and type, safety devices, drive equipment details, governor type for turbine etc.

Miscellaneous

Duty specifications shall be prepared for miscellaneous equipment and items. The Data Sheets shall contain basic process information required for the requisitions and/or detailed design of equipment. The information shall include design pressure and temperature, and the basic selection of materials of construction and construction allowance.

Special description of information shall be given for the following categories

11. Specifications Internals

Specification for Internals like tower packing, distributors, vortex breaker, baffles, etc.

12. Thermal Rating of Heat Exchangers

Calculations and results for Thermal Rating of Heat Exchangers. HTRI output print-out of Existing Heat Exchangers for critical services; attached to the process specification.

13. Utility Flow Diagram

Utility Flow Diagram indicating the utility consumption and production rates and the main utility conditions are indicated at all relevant locations.

14. Catalyst & Chemicals Summary and Specification

Summary and specification of Chemicals, Solvents, Catalysts, Adsorbents, Reagents, First Fills etc. The existing catalyst used in the used equipment shall be reviewed for its suitability and alternatives shall be stated considering the availability in the Indian market.

Following information shall be prepared for each catalyst, packing and solid absorbent employed in the process: Service Name and Designation Acceptable suppliers(*) Volume required Physical Properties Pellet or grain size and shape Design life Regeneration characteristics (if applicable)

Following information shall be provided for all resins, chemicals, additives, solvents, and inhibitors employed in the process



Name or designation Initial fill quantity Annual consumption Physical Properties Loading, unloading and make up procedures Shelf life (if any) Any specific warehousing requirement

(*) To be provided by SELLER on separate Vendor List

15. Utility Balance and Summary

Utility balances to optimize the usage of various utilities. The utility conditions are shown in the basis of design and recommended materials of construction are given in Material Selection Description.

Utility wise summary (including electrical loads) with normal & peak load start up and emergency conditions and Percentage utilization.

Electrical load summary shall include power, voltage, rpm, flame proof requirement, % load utilization, flame proof requirement, Process Interlock requirement if any.

Special requirements such as purging nitrogen, plant air for regeneration etc., shall be provided.

16. Emission and Effluent Summary

All gaseous and liquid effluents showing flow rate, composition (including impurities which are object of control SOx, NOx, phenol, Ammonia, Hg, Arsenic, oil, etc.) pressure and temperature, to facilitate determining the environmental impact of the project. Summary should include relevant properties like pH, BOD COD, TDS, etc.

17. Relief and Blow down Summary

Gas and liquid flow rates to be routed to the flare or blow down system shall be tabulated for each failure and each safety relief valve. The table shall be provided and completed for the required data.

18. Hazardous Area Classification List

List shall indicate the source of hazards, their relevant properties and the extent of hazardous areas, providing area classification for input for the area classification and selection of electrical equipment.

19. Basic Operating Manuals

Typical operating guide shall provide procedures, including process variables, adequate for safe operation of the process units, and this shall include but not limited to the following.

i. Introduction – Design philosophy and unit design basisii. Initial Start-up



iii. Normal Start Upiv. Normal Shutdownv. Process Controlvi. Emergency Procedures including ESDvii. Hot Stand-byviii. Special Operations, if applicable.

20. HAZOP Study

Preliminary Hazop study & SIL is to be conducted and results summarized in Hazop Report. HAZOP study during DED will be by BUYER, SELLER will assist to Hazop study.

3D MODEL REVIEW during DED will be reviewed by SELLER.

21. Refurbishment Description

Refurbishment Description for each piece of Existing Equipment to be modified will be included in the Equipment Process Data Sheets.

22. Instrument Process Data Sheet (IPDS)

Process information for instruments and control loops for analyzers, control valves, flow instruments, level instruments, pressure instruments, temperature instruments, pressure relief valves, on-off valves and any other special instruments. IPDS shall include Set points and Alarm & Trip settings. Details like Line Size and Class, Pipe basic material, Fluid Phase, Service, Relevant Fluid Properties, Max, Min and Normal values of Measuring Variables, pressure drop, etc.

23. Alarm and Trip List

List with set points and Alarm & Trip Setting.

24. Cause and Effect Table

Cause and Effect table indicating the emergency actions like Pump Trips, Closure of Valves etc against some abnormal process condition in a Matrix form.

25. Process Control and Interlock Description

Control schemes and description for Simple PID Control, Cascade, and Ratio, Split or Override Control and interlocks, including start-up and shutdown sequences.

26. Process Control and Operating Philosophy

Operating and control Philosophy defines the proposed control and operation and outlines the operating practices to be followed and the requirements to be met by the design of the instrumentation and Control system.

27. Design calculations

All Design Calculations has to be submitted.

28. Following Philosophies to be provided



a. Health Safety and Environment Philosophyb. Process Design Hazard Analysisc. Isolation Philosophyd. Over pressure Protection Philosophye. Emergency Depressurizing Philosophyf. Emergency Shutdown Philosophyg. Relief and Blow down Philosophyh. Flaring and Venting Philosophyi. Sewers and Drains Philosophyj. Waste Handling & Effluent Treatment Philosophyk. General specification for Pressure Vessels and Heat exchangers etc.l. Driver selection philosophym. Emission monitoringn. Product loading, storage, and dispatch philosophyo. Report on Existing Equipment Design checkp. General Specification for Insulation

29. Report on Existing Equipment Usability

30. Analytical ManualLaboratory Requirement shall include:

Laboratory Equipment:Equipment ListBasic Specification

Analytical Method for:Feed ChemicalsProducts CatalystsWater ImpuritiesProcess Control

Instructions for sample taking and its frequency

C2. MECHANICAL

1. Mechanical Data Sheet for critical Equipment (New or Modified Items only)

Exchangers

TEMA type, Numbers Required, Heat Exchanged, Surface/Shell (Gross/Eff) areas, Design Code, Specifications, Environmental Loads, Operating Conditions, Fluid (shell side and tube side), Density (shell side and tube side), Total Volume (Geometric and Effective), Temperature (IN and Out - Shell and Tube Sides), Design Condition, Design Pressure Internal and External, Design Temperature Internal and External, MDMT, Mean Metal Temperature, Joint Efficiency (Shell and Head), Corrosion allowance (Shell and Head), Clad/Overlay and Lining Details, CODE stamp requirements, Manufacturing Control special requirements, Post Weld Heat Treatment requirement, Painting and Insulation requirements, Insulation Thickness, Fireproofing Thickness, preliminary Weight. Applicable Materials, Applicable Codes and Standards with document number, Accessories for heat exchanger, Tube sheet layout sketch and General Notes. IBR Requirement if any, Empty Operating and Hydro test Weight. Nozzle details with schematic drawings including baffle and impingement plate.



Vessels and Columns

Type, No’s Required, Design Code, Specifications, Environmental Loads, Service, Operating Conditions, Fluid, Density (Top and Bottom), Total Volume (Working/Actual), Pressure (Internal and External), Temperature (Top and Bottom), Design Condition (Internal and External Design Pressure and Temperature), MDMT, Joint Efficiency Shell, Joint Efficiency Heads, Type of Heads, Diameter Internal, Height Straight (TL to TL), Code Category, Clad/Weld Overlay, STAMP requirements, Wind Velocity, Seismic Coefficients (Zone Factor, Important Factor, Damping Coefficients), Corrosion Allowance (Internal and External), Manufacturing and Control special requirement, Post Weld Heat Treatment requirements, Painting and Insulation requirement, Insulation Thickness, Fireproofing Thickness, Unit preliminary Weight.

IBR requirement if any. Empty Operating and Hydro test Weight. Nozzle details with schematic drawings including internals, Shear and moment load.

Applicable Materials for all Vessel Components, Applicable Specifications, Applicable Project Standards, Schematic Drawing for Vessel and its internals and etc., General Notes about the requirements.

PIPING

1. Piping Specification

Document based on spec.ASME B31.3, containing the list of the piping components for each fluid applicable on relevant pipelines.

2. Line List

With Source and Destination, Service, Type of Flow (Liquid, Vapour, Gas, Two Phase, Slurry, Solid), Piping Class Code, Flow Rate, Temperature, Pressure, Insulation Type & Thickness, Jacketing /Tracing Requirements, Relevant Properties and any special requirements.

3. Tie-in List

Tie-in List with the Tie-in conditions. Battery limit conditions for various incoming and outgoing streams

4. Plot plan

The Plot Plan based on preliminary equipment dimensions, buildings, equipment and other facilities in ISBL-2 (Gas cooling, Gas liquor separation, Phenol solvent Plant &Tar oil storage) in relation with the scope of work.

Indian Boiler Regulations (IBR) to be followed for the pipe lines as applicable.

INSTRUMENT & CONTROL

1. Instrument Index

List of the Field Instruments used in the Plant showing details like Description, Service,



Line No., Location, Equipment No., P&ID No., Datasheet No., Loop Schematic No., Piping drawing No., I/O Type, Bill of Materials No., etc. plus Remarks Column.

2. Instrument Data Sheets

Instrument Data Sheet for critical Instruments. This gives details of Instrument characteristics like Measuring range, Accuracy, repeatability, Output type, other Instrument features etc. For Control Valve, it gives details for service conditions, Line, Valve Body, Trim, Actuator, Positioner, Accessories etc.

3. Online Process Analysers

Online Process Analyser list, Composition and Operating Conditions of the Streams to be analysed. This List shows tag number, Service, Phase, Operating & Design Pressure, Operating & Design Temperature, Sampling method etc.

4. Preliminary Control Valve and Relief Valve Sizing.

Control Valve Sizing decides the right specifications for a Control Valve for a particular Process Condition. Relief Valve Sizing decides the right specifications for a Relief Valve for a required Process application.

5. Pressure Regulating Valves preliminary sizing Calculations

Pressure Regulating Valve Sizing decides the right specifications for a Pressure Regulating Valve for a particular Process Condition.

6. Preliminary Flow elements sizing Calculations.

This is to decide the Specifications for Flow elements like Orifice plates, Flow Nozzles and Venturis.

7. Safety Interlock Schematics and Description

This describes Emergency Shutdown of entire plant or Shutdown of a complete process area with depressurization / without depressurization or Shutdown of a Process section and Equipment safety trips.

8. General Control and Safeguarding Systems Functional Specification / Philosophy

Inputs for overall CtA Plant Control and Safeguarding Systems, Functional Specification / Philosophy (DCS, ESD, MMS, FGS, etc.) and Alarm Management philosophy.

9. Complex Control Loop Narrative

Complex control schemes apart from simple loops like Simple PID Control, Cascade, Ratio, Split or Override Control. These may have multiple inputs and Outputs with possible operator interventions or inputs from other systems like PLCs.

ELECTRICAL

1. Electrical System Study



Complete electrical system study for the total power requirement at various voltage levels, effect of large motor starting, voltage drop & frequency stability.

2. Unit Key Single line Diagram

The Unit key single-line diagram defines the main power distribution system per unit. The diagram shall show power sources, interconnections, system capacities (Short Circuit ratings), equipment ratings and impedances, and bus configuration, vector diagrams at different voltage levels, earthling methods, typical circuits and scope limits at a substation level.

3. Electrical Consumer List

The consumer list provides an overview of electrical consumer data of a plant or unit. Consolidated list of all electrical motors/consumers shall show nameplate ratings, absorbed loads and related electrical performance data under normal plant operating conditions such as description of the load, kW rating, Voltage, Current, Frequency, Speed, efficiency, P.F, Working/Standby, Duty, Flameproof/Non Flameproof, etc will be provided.

4. Area Classification

Area classification memorandum provides the “translation” from the area classification list into the zone and division.

Area Classification Drawing based on the plot plan showing sources and extent of gas and/or dust explosion hazards, a legend and explanatory notes. Text shall include a summary of rules and codes followed, a material selection table, a listing of prevailing products and possible restrictions in application or validity. This document is used as basis for the selection of electrical equipment and materials.

Scope of Services

3.13 Basic Engineering Design and the modifications of the Air Separation Unit will be considered in SELLER’s scope including and the flow-rates of Nitrogen and Oxygen requied for the AGREMENT PLANT.



APPENDIX D REVIEW ITEMS OF DETAIL ENGINEERING



APPENDIX D - REVIEW ITEMS OF DETAIL ENGINEERING

SELLER shall review the applicable portions of the detailed information for conformance with SELLER’s process requirements, and then advise any comments. The following outline describes the detail design information that is typically required for SELLER’s reference review. SELLER can suggest the additional documents to be reviewed to uphold the performance guarantee.

EXISTING DETAILED ENGINEERING DOCUMENTS of the EXISTING EQUIPMENT are currently available and of the NEW EQUIPMENT will be made available during the detailed engineering stage. The comments on the EXISTING DETAILED ENGINEERING at an early stage will be required to take up the refurbishment.

1. Vessel/Towers

(1) Detailed design drawing of the shell and internals for vessels/towers(2) Detail fabrication drawing of the internals for towers(Absorbers, Flash columns and

Strippers)(3) Detail hydraulic calculations sheets indicating internal dimensions, type of

tryas/packings, maximum flooding percentage, and pressure drop of trays and or packing for towers.

(4) Detail performance chart showing flooding limitations with design vapor load and liquid load for trays and/or packing of towers.

Note: SELLER’s review of vessels/towers shall be limited to vessel/tower’s internals, location of nozzles relative to tangent line, and major vessel dimensions.

2.Heat Exchangers

Detail fabrication drawing and specification sheets for all heat exchangers

Note: SELLER’s review does not include a detail check of the mechanical design. The heat exchanger review is made to ensure that the design conforms to certain establisher criteria.

3.Rotating Equipment

Detailed fabrication drawing, specification sheets and performance curves for rotating equipment including hydraulic turbines.

4.Instrument

Manufactures’ sizing calculation sheets of flow meters and control valves and relief valves for critical services.

5.P&ID

Before making any irreversible construction commitments, BUYER should submit to SELLER copy of P&ID which is prepared by DED Contractor and which is intended to be formally reviewed by PMC of OWNER. SELLER shall review the process requirements and then advise any comments on the AFD issue or AFC issue of P&ID which shall be submitted directly by DED Contractor to SELLER or through PMC to CASALE.

6.Plot Plan



After determining the location of all equipment, but before making any irreversible construction commitments, BUYER shall ensure that BUYER submit to SELLER copy of the first complete plot plan. SELLER shall review the process requirement and then advise any comment. SELLER may be invited for 3D review with respect to finalization of location of all equipment.

SELLER shall review the applicable portions of the detailed information for conformance with

SELLER’s process requirements, and then advise any comments. The following outline

describes the detail design information that is typically required for SELLER’s reference review.

The review list is as follows:

DETAILED ENGINEERING DOCUMENTS REVIEW PLAN

I SCOPE OF WORK: REVIEW OF DELIVERABLES

LICENSOR's scope of Review of Documents to be originated by EPCM (DED) contractor or other parties (such as Vendor or Subcontractor) who perform detailed engineering deliverables

S.No DESCRIPTION OF THE DOCUMENTS

GENERAL ENGINEERING

1 BED/FEED verification report(Clarifications part only)

2Participation in Hazan/HAZOP study & review of report and marked-up P&IDs from safety reviews.

3 Plot Plans

4 Risk assessment reports

5 CONTRACTOR’s/Vendor’s proposals for material substitutions.

6 CONTRACTOR’s Proposals for Commissioning and operational spare parts.

PROCESS ENGINEERING

1 Process Description

2 Process Flow Diagrams

3 Design Pressure and Temperature Diagram

4 Material Selection Diagram

5 Piping and Instrument Diagrams (P & IDs)

6Basic Piping Specification / Line List including piping hydraulic calculations, (hydraulic calculations clarifications only)

7 Equipment Process Data Sheet

8 Instrument Process Data Sheet

9Operating and Control Philosophy with safety interlocks, alarm set Points and control set points.

10 Cause and Effect Diagram




11 Functional logic diagram, Process Control Narrative

12 Emission points list

13Operation Manual / Pre & Commissioning Manual, Performance Guarantee procedure

PIPING ENGINEERING

1 Piping general arrangement drawings as part of or during 3D model review

2 since as provided by the Licensor

3 Details of any piping expansion joints

4 Standard piping details drawings as part of or during 3D model review

5 Standard pipe support details and drawings

6 Piping Isometric (Critical lines)

7

3D Model Review for checking equipment layout and piping routing meeting all functional, construction, maintenance, operation, safety and constructability, access requirements and clash resolution

8 Piping Stress Analysis calculation reports/specifications/summary

INSTRUMENT ENGINEERING

1 Instrument Index only critical

2 Instrument data sheet (critical only)

3 Field Instrument Design ( Special type )

4Interlock description with Trip logics & Instrument logic diagram including safeguarding & Sequence systems and Complex Control Schemes

5 Detailed Control and Safety Narratives

6 Alarm and Trip Settings

7Analyzer Design ( Analyzer system & Analyzer Shelter, Field mounted analyzers) Analyzer Sample Tubing drawings with Sample Conditioning System

ELECTRICAL ENGINEERING

1 Electrical distribution drawings

2 Control Schematic diagrams

CIVIL ENGINEERING

1 Piling Layouts (only drgs)

2Structural steelwork General Arrangement and drawings for new and modified structures




3 Foundation drawings for new and modified equipment/structures.

4 Building Services Layouts/ General Arrangements

MECHANICAL ENGINEERING

1 Mechanical Equipment Data sheets

2Design Calculations for Pressure vessels, allowable nozzle loading etc. (critical only)

3 Detail Drawings( incl.list of parts)

VENDORS’ DOCUMENTS

1 Process Data Sheets for pumps (Including Performance curve etc)

2 Process Data Sheets ( IPDS & EPDS)

3 Process Calculation

4 DCS Graphics

5 Complex Control Schemes

6 Instrument Analyzer GA's

7 Thermal Design

8 VENDOR drawings/documentation for Critical items

9 Equipment GA's/ Detail Drawings of critical equipments

10 Design Calculations for Pressure vessels, allowable nozzle loading etc.

11 Technical Specification of Refractory lining and Refractory Drawings

12 Technical Data sheets of pumps/Blowers/Compressors (Critical)



APPENDIX E EXPECTED SCHEDULE



APPENDIX E - EXPECTED SCHEDULE

The Weeks below represents the completion date after confirming receipt of all such information

to start the FEED PACKAGE containing the document hereof in CDs.

Main Deliverables Weeks

1 Effective Date 02 PFD 83 Process Description / Design Basis 84 Heat & Material Balance 85 Material Selection Diagram 106 Equipment List 107 Utility Consumption 108 Fluid List 109 Process Equipment Data Sheets 1810 Preliminary Utility, Catalyst, Chemical and Effluent summary 1811 Plot Plan development 2012 P&ID 2013 Equipment Data Sheets 2414 Instrument Process Data(Control Valves) 2415 Relief Valves 2416 Basic Operating Manual (including shutdown/start-up and

emergency shutdown).34

Full set of FEED PACAKAGE including other deliverables which not mentioned above shall be

issued at the end of 18 weeks from the EDC (1 hard copy and 5 sets, of editable form in CDs).



`



APPENDIX F PERFORMANCE GUARANTEES AND SETTLEMENT



PROCESS GUARANTEES

F.1.1 Process Guarantees

Subject to compliance by BUYER in all material respects with the GUARANTEE BASIS set forth in Clause F.1.2, after implementation in full of SELLER TECHNOLOGY and other modifications in accordance with the FEED PACKAGE prepared by SELLER, SELLER provides the following guarantees (“PROCESS PERFORMANCE GUARANTEES”):

The present specification covers SELLER’s PROCESS PERFORMANCE GUARANTEE (PPG) for the ISBL 3 PLANT of the PROJECT.

GUARANTEE BASIS associated with the PROCESS PERFORMANCE GUARANTEE is also described.

The values in the PPG will be mutually agreed during the CONTRACT finalization. Any change in the PPG & Basic Engineering Design Document shall be mutually agreed during the Project kick off Meeting. If any discrepancy between PPG and FEED works, the above guarantee figures should be mutually agreed. .

The Performance Test Run procedure will be mutually agreed upon and finalized later

Based on the GUARANTEE BASIS stated above, SELLER’s PROCESS GUARANTEE is as follows.

AMMONIA PRODUCT QUALITY

Liquid ammonia exiting from the ammonia final cooler (item C-568) in the loop shall have the following characteristics.

Purity > 99.9 wt % Moisture < 0.10 wt % Iron 10 ppm (Max) Oil 10 ppm (Max) Note (1) Molar concentration of dissolved gases XXXX %mol Pressure > 6 bara Temperature > 6 OC

Note1: Assuming the oil slip from the Syn Gas compressor is below the acceptable limits. The maximum content of oil and iron in the liquid ammonia product shall be provided by the J-501 refurbishment supplier.

AMMONIA PRODUCTION RATE

The plant operated according to the guarantee basis shall produce at least 900 metric tons per 24 (twenty-four) hours of saleable ammonia.

Note: Warm / Cold Ammonia split to be decided during FEED KOM.



SYNTHESIS GAS CONSUMPTION RATE

When the plant is operated to produce the guaranteed AMMONIA PRODUCTION RATE, the Synthesis Gas flow rate as (CO+H2) at inlet of SELLER battery limits will be as follows:

Molar flow rate of (CO+H2) xxxx (Max) kmol/h of (CO+H2)

MINIMUM TURN-DOWN RATIO

AGREEMENT PLANT shall capable of accommodating the CtA PLANT’s MINIMUM TURN-DOWN RATIO of 50% (fifty percent).

The MINIMUM TURN-DOWN RATIO shall be defined and calculated as: (A / B) x 100

Where:

A = the molar flow rate of (CO+H2) in the Synthesis Gas at inlet of SELLER’s battery limits at the minimum turn-down conditions, andB = the molar flow rate of (CO+H2) in the Synthesis Gas at inlet of SELLER’s battery limits when the plant is operated to produce the guaranteed AMMONIA PRODUCTION RATE

Unit Wise Minimum turn down Ratio

Unit Description Unit No. Turn Down RatioAir Separation Unit 000/030/

070/100Booster Compressor 850 50%

H2S Rectisol 400 50%

Naphtha Rectisol 430 50%

CO-Shift 300 50%

New CO2 Removal 800 50%

CO2 Rectisol 450 50%

Liquid Nitrogen Wash (LNW) 350 50%

Syn Gas Compressor 500 50%

Syn Loop 550 50%

Refrigeration 700 50%

Chiller Unit 750 50%

UNIT PROCESS GURANTEE

The following shall be guaranteed:AIR SEPARATION UNIT(000/030/070/100)

a. XXXXXXXXXX



BOOSTER COMPRESSOR (850)b. Discharge pressure xxx bar (min)c. Discharge Temperature xxx degC (max)d. Compression Ratio xxx e. Steam Consumption (xx degC @ xx bar) xxx ton/h (max) per ton of Ammonia

H2S RECTISOL / NAPTHA RECTISOL (Unit 400/430)a. S free gas Capacity as (CO+H2) – xxxx Nm3/h, min (provided that enough

Raw gas is available to Unit 400)b. S fee gas quality

H2S+COS in outlet xxx ppmv (max) BTX, HCN, oil, NH3 – xxx ppmv (max) CO2 – xxx mol% (max)

c. Effluent water (stream 405 & 447 in PDG-256) flow rate – xxx t/h, max (valid for normal operation)

d. Methanol in Effluent Water – xxx ppmw, maxe. Sour gas pressure – xxx bara minf. Pressure Drop: xxx bar (max) [pressure of process gas from B.L. entering Unit

400 (stream no xxx) – pressure of process gas from B.L. existing Unit 400 (stream No. xxx)]

CO-SHIFT (Unit 300)a. HT Shift Reactor (D-301) outlet

CO in outlet xxx mol% (max) dry basis SOR CO in outlet xxx mol% (max) dry basis EOR

b. MT Shift Reactor (D-302) outlet CO in outlet xxx mol% (max) dry basis SOR CO in outlet xxx mol% (max) dry basis EOR

c. Steam Consumption xxx ton/h (max) per ton of Ammoniad. Pressure Drop: xxx bar (max) [pressure of process gas from B.L. entering Unit

300 (stream no xxx) – pressure of process gas from B.L. existing Unit 450 (stream No. xxx)]

NEW CO2 REMOAL (800)a. Outlet gas product quality

CO2 in outlet xxx ppmv (max) Solvent (MEDA) xxx ppmv (max)

b. Solvent (MEDA) consumption/make up – ton/h max. per ton of ammonia, (provided the vendor of all separator demisters reaches the requirements and guarantees demister separation efficiency)

c. Pressure Drop: xxx bar (max) [pressure of process gas from B.L. entering Unit 800 (stream no. xxx) – pressure of process gas from B.L. existing Unit 800 (stream no. xxx)]

CO2 RECTISOL (unit 450)a. Outlet gas product quality

CO2 in outlet xxx ppmv (max) Methanol xxx ppmv (max)



b. Methanol consumption/make up (for unit 400, 430, 450) – ton/h (max) per ton of ammonia, (provided the vendor of all separator demisters reaches the requirements and guarantees demister separation efficiency)

c. Pressure Drop: xxx bar (max) [pressure of process gas from B.L. entering Unit 450 (stream no 313) – pressure of process gas from B.L. existing Unit 450 (stream No. 452)]

d. Recovery rate of valuable components - xxx%, min (the value is subjected to modify if any recycle gas is flared or fueled upstream of recompressor, J-425)Recovery rate calculation formula: η = η 1 x η 2η 1 = Recovery rate of (CO+H2) from B.L. entering Unit 400 to B.L. exiting

Unit 400, %.η 2 = Recovery rate of (H2) from B.L. entering Unit 450 to B.L. exiting Unit

350, %.

LNW (unit 350)a. Syngas Capacity as (H2) – xxx Nm3/h, min (provided that enough Converted Gas is

available to unit 450)b. HP Nitrogen Consumption – xxx Nm3/h, (max) per ton of Ammonia.c. Warm Syngas Product quality at B.L. of unit 350

H2:N2 = XXX CO xxx ppmv (max) CH4 xxx ppmv (max) Ar xxx ppmv (max) CnHm xxx ppmv (max) Atomic Oxygen – xxx ppmv max (based on 10 ppmv (max) O2 in HP N2 from

ASU) Temperature – xxx degC max

d. Adsorber (G-351, 352) outlet CO2 xxx ppm (max) Methanol xxx ppm (max)

e. Recovery rate of (CH4) in CH4 rich gas – xxx% minf. CH4-rch gas Product

Flow rate – xxx Nm3/h, min LHV Equivalent CH4 content – xxx% mol min Pressure – xxx bara min

g. LNW tail gas pressure – 1.5 bara minh. Minimum turn-down ration (as minimum xxx% of syn gas feed, 100% is design basis

syngas feed)i. Pressure Drop : xxx bar (max) [pressure of process gas from B.L. entering Unit 350

(stream no. 452) – pressure of process gas from B.L. existing Unit 350 (stream No. 374)]

SYN GAS COMPRESSOR (Unit 500)To be added latter

SYN LOOP (Unit 550)Refer section 3.0 A, B and C.

REFREIGERNATION UNIT (Unit 700)Make up Ammonia Requirement: xxx ton/h (max) per ton of Ammonia.



CHILLER UNIT (750)a. Chilling duty xx Watt (max) per ton of Ammoniab. Power Requirement xx W (max) per ton of Ammoniac. Cooling Water Requirement xxx m3/h (max) per ton of Ammonia

UTILITY CONSUMPTION (per ton of Ammonia Production)Power

Unit Description Unit No. Power (MW)Air Separation Unit 000/030/

070/100Booster Compressor 850

H2S Rectisol 400

Naphtha Rectisol 430

CO-Shift 300

New CO2 Removal 800

CO2 Rectisol 450

Liquid Nitrogen Wash 350

Syn Gas Compressor 500

Syn Loop 550

Refrigeration 700

Chillier Unit 750

Steam

Unit Description Unit No. ConditionEg. 365degC@39barg

Flow Rate (TPH)

Air Separation Unit 000/030/070/100

Booster Compressor 850

H2S Rectisol 400


CO-Shift 300

New CO2 Removal 800

CO2 Rectisol 450



Syn Loop 550

Refrigeration 700

Chillier Unit 750

Boiler FEED Water

Unit Description Unit No. ConditionEg. 60degC@5barg

Flow Rate(TPH)



Air Separation Unit 000/030/070/100Booster Compressor 850

H2S Rectisol 400


CO-Shift 300

New CO2 Removal 800

CO2 Rectisol 450



Syn Loop 550

Refrigeration 700

Chillier Unit 750

Cooling Water Consumption

Unit Description Unit No. Flow Rate (m3/h)Air Separation Unit 000/030/


H2S Rectisol 400


CO-Shift 300

New CO2 Removal 800

CO2 Rectisol 450



Syn Loop 550

Refrigeration 700

Chillier Unit 750

Nitrogen

Unit Description Unit No. Condition Flow Rate(Nm3/h)Air Separation Unit 000/030/


H2S Rectisol 400


CO-Shift 300

New CO2 Removal 800

CO2 Rectisol 450



Syn Loop 550

Refrigeration 700



Chillier Unit 750

Instrument Air

Unit Description UnitNo. Flow Rate(Nm3/h)Air Separation Unit 000/030/070

/100Booster Compressor 850

H2S Rectisol 400


CO-Shift 300

New CO2 Removal 800

CO2 Rectisol 450



Syn Loop 550

Refrigeration 700

Chillier Unit 750

CHEMICALS

Unit Description Unit No. Solvent Stream No. Flow Rate(m3/h)

Air Separation Unit 000/030/070/100

Booster Compressor 850H2S Rectisol 400Naphtha Rectisol 430CO-Shift 300New CO2 Removal 800CO2 Rectisol 450Liquid Nitrogen Wash 350Syn Gas Compressor 500Syn Loop 550Refrigeration 700Chillier Unit 750

CATALYSTS, ADSORBENTS, FIRST FILLS

Rea

cto

r

Ser

vice

Vo

lum

e(m

3)

Typ

e

Siz

e(m

m)

Fo

rm

Pr.

Dro

p(b

ar)

Lif

e(y

ears

)



F.1.2 Guarantee Basis

The GUARANTEE BASIS shall mean compliance by BUYER & SELLER in all material respects, of the following:

Detailed Performance test procedure is to be provided by SELLER.

Commissioning and test run of the plant shall be supervised/Managed by a process engineer of SELLER.

PLANT operated as contemplated by the design basis and other instructions of SELLER provided to BUYER in FEED;

Any raw materials are made available at the battery limits in the quantity necessary for the production and quality, pressure and temperature as per design basis that will be agreed by BUYER and SELLER during KICK-OFF MEETING.

Steam, cooling water, electricity, instrument and service air and in general all the utilities are made available at the relevant battery limits, as per design basis that will be agreed by BUYER and SELLER during KICK-OFF MEETING.

SELLER's PROPRIETARY EQUIPMENT (if any will be required during the development of the BEP) are supplied by the SELLER and installed in accordance with instructions given by SELLER and under supervision of personnel deputed by SELLER;

New or modified equipment not supplied by SELLER, complies with SELLER's specifications given in FEED. After implementation of all plant modifications, SELLER shall have the right to evaluate the performance of new and modified equipment not supplied by SELLER under running conditions at full load;

The performance of the existing equipment, which is not being modified, shall be at least as per CASALE's re-issue of existing plant documentation which will be done by CASALE in the FEED. After implementation of all plant modifications, CASALE shall have the right to evaluate the performance of the existing equipment, which is not being modified by CASALE, at design operating conditions.

All existing equipment for which the existing documentation is either unavailable or deemed insufficient by CASALE for the purpose of the FEED activities, will be replaced in the FEED and procured new. It is CASALE’s right to evaluate if the available information is sufficient for the purpose for the FEED activities without replacing the equipment. The replaced equipment will be specified by CASALE as part of FEED.

The cold box of the existing ASU system in unit 000/030/070/100 will not be modified in the FEED. The capacity and specification of all the products (O2 and N2 at all pressure levels) of the cold box are set as design basis and will be included in SELLER's Design Basis document issued for the FEED. The performance of the cold box shall be at least as per SELLER's Design Basis document issued for the FEED. After implementation of all plant modifications, SELLER shall have the right to evaluate the performance of the cold box at design operating conditions.

The catalysts loaded in all reactors (D-301, D-302 and D-551), the guards (in units 850 and 300) and adsorbent material in all dryer vessels (in unit 000/100 and in unit 350) of the plant shall be new. The catalyst shall be supplied by catalyst manufacturers certified and approved by SELLER.



Synthesis gas from the Gas Cooling Unit and any raw materials are made available at the battery limits in the quantity necessary for the production and quality, pressure and temperature as per Design Basis included in the FEED PACKAGE.

The conditions of the gas and liquid streams from the gasifiers (temperature, pressure, composition and flow rate) at SELLER’s battery limits are as provided in the BEDD document as part of CONTRACT.

Typical synthesis gas from the gasifiers at Gas Cooling Outlet as below (dry basis),

CO2 concentration 16.0 mol%CH4 concentration 7.4 mol%C2+ (not including BTX) concentration not more than 0.5 mol%BTX concentration not more than 6500 mg/NM3 HCN concentration not more than 1200 mg/NM3NH3 concentration not more than 80 mg/NM3Halogen concentration not more than 1.2 mg/Nm3Mercury concentration not more than 0.63 mg/Nm3Pressure not less than 22.2 bara

Steam, methanol, demineralized water, boiler feed water, cooling water, electricity, nitrogen, instrument and service air and in general all the utilities and solvent are made available at the relevant battery limits, with quantity necessary for the production and quality, pressure and temperature as per Design Basis included in the FEED PACKAGE.

Site and meteorological conditions is included in the Design basis document.

All modifications specified by SELLER in the FEED package are implemented.

Tolerances of the instrumentation shall be taken into account in favor of the SELLER when performing the measurements during the test-run.

F.2 TEST-RUN

The ability of the SELLER TECHNOLOGY and other materials called for to meet the PROCESS GUARANTEES shall be determined by performance of a test-run (the "TEST-RUN") conducted by BUYER under the supervision of SELLER.

The basis for measurements and performance calculations are set forth in the Test-Run Procedures. BUYER may waive the requirement for the TEST-RUN by written notice thereof to SELLER, in which case the PROCESS GUARANTEES shall for all purposes be deemed to have been met.

The time for the TEST-RUN shall be determined by BUYER with written notice to SELLER, provided that if BUYER does not allow the TEST-RUN to be run within 3 (three) months after mechanical completion of the PROJECT or within 24 (twenty-four) months after delivery of the Final FEED PACKAGE, whichever occurs first, for reasons not attributable to SELLER, then BUYER shall be deemed to have waived the requirement for the TEST-RUN and the PROCESS GUARANTEES shall for all purposes be deemed to have been met. Nevertheless, if the TEST-RUN cannot be made within the above-mentioned period for reasons due to a FORCE MAJEURE event, the period for performing the TEST-RUN shall be extended until 3 months after the moment the FORCE MAJEURE event has ended.



In the event that, as evidenced by the FINAL TEST-RUN (as defined herein) conducted, SELLER fails to meet the PROCESS GUARANTEES, then SELLER shall pay to BUYER the liquidated damages as per clause B.3 hereof.

F.3 LIABILITIES

If, as evidenced by the FINAL TEST-RUN conducted pursuant to Clause F.2 above, the PROCESS GUARANTEES are not met for reasons attributable to SELLER, SELLER shall pay liquidated damages according to the following:

Ammonia plant production (“GUARANTEED CAPACITY”): Ammonia product quality: will follow Raw syngas specific consumption: Cooling water Consumption: HP Steam consumption:

The maximum liability payable by SELLER for the PROCESS GUARANTEES will be limited to ten percent (10%) of the LUMP SUM PRICE stated in Clause 3.1 of this CONTRACT.

F.4 ADJUSTMENTS

The PROCESS GUARANTEES given under Appendix F will be adjusted and qualified on the following basis:

F.4.1 The PROCESS GUARANTEES shall be adjusted by SELLER as necessary to reflect any less favourable average climatic conditions existing during a test-run than the ones specified in the Basis for Design.

F.4.2 In the event that the feeds, utilities or any other conditions are not in accordance with those specified or BUYER has requested changes in the configuration of the Unit or selection of equipment, and such changes are carried out, or the Basic Design conditions for the plant are changed through no fault of SELLER from those originally defined, and any such change in SELLER's judgement affect the PROCESS GUARANTEES, then the PROCESS GUARANTEES shall be recalculated and adjusted at BUYER's expense, and the recalculation will be based on the conditions existing during the test-run.

F.4.3 Nothing in these PROCESS GUARANTEES shall be construed as a representation nor a warranty that the actual operating conditions of the plant shall necessarily conform to all of the conditions shown on the process flow sheets prepared or approved by SELLER.

F.4.4 If there is a failure of the AGREEMENT PLANT to operate as specified, SELLER shall have the right to modify its operating instructions, and BUYER shall, at no expense to SELLER, perform reasonable operating tests of the PLANT at the modified operating conditions. If, in a test at the modified operating conditions, within safe and stable operation of the equipment, the AGREEMENT PLANT demonstrates the guaranteed performance, SELLER's obligations under these PROCESS GUARANTEES shall terminate.

F.4.5 The BUYER technical personnel shall operate the AGREEMENT PLANT according to the documents and instruction given by the SELLER.



During the pre-commissioning, commissioning and performance test, the necessary maintenance equipment and maintenance workers should be ready for prompt repair and maintenance interventions. They shall maintain the AGREEMENT PLANT in clean conditions, promptly correcting any fouling or damage to equipment.

F.4.6 If an operation of the AGREEMENT PLANT prior to making test-run is contrary to the aforesaid conditions of operation such that it would, in SELLER's reasonable opinion, jeopardise the ability of the AGREEMENT PLANT to meet the PROCESS GUARANTEES while making a test-run, BUYER shall recondition the AGREEMENT PLANT to a state equivalent but not exceeding the design specifications. Such reconditioned state shall be previously agreed with SELLER, before the start of a test-run. The failure of SELLER to supply operating personnel for reasons solely attributable to SELLER shall not prevent BUYER from starting up the AGREEMENT PLANT and shall not relieve SELLER of its contractual obligations.

F.4.7 In case any AGREEMENT PLANT equipment fail to perform according to SELLER's design specifications or original specification and such under performance affects their PROCESS GUARANTEES, then such guarantees shall be adjusted in discussion and agreement with BUYER by SELLER on the basis of actual equipment performance during the test-run.

F.5 TEST-RUN PROCEDURE

F.5.1 GENERAL

The AGREEMENT PLANT operating conditions for the TEST-RUN will be set according to the design basis and other instructions of SELLER provided for in the Appendix C and in the FEED PACKAGE.

The TEST-RUN shall be conducted under reasonably stable and safe operating conditions.

The duration of the TEST-RUN shall be for a consecutive period of 72 (seventy-two) hours following the achievement of steady operating conditions at appropriate flow rates. The performance of the AGREEMENT PLANT will be measured by the average results obtained in a consecutive best 24 (twenty-four) hours of the TEST-RUN.

For the period of the TEST-RUN, BUYER shall ensure the continuous supply of raw materials, electric power, water and all the necessary materials in the appropriate amounts and with the characteristics specified in this CONTRACT and the FEED PACKAGE. For the same period, BUYER shall provide the necessary skilled personnel to work in the presence of SELLER’s representatives.

In the event that the TEST-RUN is interrupted or during the TEST-RUN the AGREEMENT PLANT operation is abnormal in any material respect due to an interruption or decrease in the supply of raw materials, water or electric power, or for some other reasons, through no fault of SELLER, the duration of the TEST-RUN shall be prolonged for the time of the above interruption or for the period of operation under unsteady conditions. In this case, the calculations of the results obtained shall not include the time of such interruption or unsteady operation.

All calculations, measurements and analyses necessary for checking the results of a TEST-RUN shall be performed by the representatives of BUYER and SELLER together.



The TEST-RUN methods for analysis, measurements and instrument calibration shall be mutually agreed to and specified by BUYER and SELLER prior to initiating the first TEST-RUN. SELLER has the right to perform up to 3 (three) complete TEST-RUNS.

The final test run will be deemed as either (i) the TEST-RUN that evidences that the RESULTING CAPACITY at the AGREEMENT PLANT meets or exceeds the PROCESS GUARANTEES; or (ii) if none of the permitted TEST-RUNS evidence that the RESULTING CAPACITY at the AGREEMENT PLANT meets or exceeds such PROCESS GUARANTEES, then the TEST-RUN mutually agreed upon by BUYER and SELLER as final (the “FINAL TEST RUN”).

F.5.2 PLANT INSTRUMENT SELECTION

The selection of the Instruments to be used to assess AGREEMENT PLANT performances will be made with the final issue of FEED PACKAGE.



APPENDIX G CODES AND STANDARDS



APPENDIX G - CODES AND STANDARDS

The equipment to be installed in BUYER's PLANT shall be designed in accordance with

SELLER's engineering standards, manufacturer's fabrication standards, PROJECT

SPECIFICATIONS as stated in APPENDIX-I and the international standards as below...

For new pressure vessel: ASME VIII Division 1 or 2; For existing pressure vessel: ASME VIII Division 1/2 or AD-2000; Centrifugal compressor: API617; Reciprocating compressor: API618; Steam turbines: API612 or API611; Centrifugal Pumps: API610; Utilities Pumps: ISO/DIN; Existing Equipment Materials: ASTM or DIN; New Equipment Materials: ASTM only; Existing Welding: ASME or AD-2000; Existing Welding: ASME only; For new Tubular heat exchangers: TEMA R and ASME VIII Division 1 or 2; For existing Tubular heat exchangers: TEMA R and ASME VIII Division 1/2 or

AD-2000; Process piping: EN and/or ASME B31.3; Electrical equipment and installations: IEC; Hazardous areas: IEC; Instrumentation: ANSI, API, ISA, IEC, EN, ISO; PROPRIETARY EQUIPMENT: according to SELLER standards. Applicable local Indian Standards such as IBR

The final applicable codes and standards will be agreed during the kick-off meeting between

representatives of SELLER and BUYER



APPENDIX H - OSBL / ISBL DEFINITIONS



H.1 OSBL UNITS

Utilities & OSBL

The below are the list of utility units envisaged but not limited to support the operation of the

process units to produce ammonia.

OSBL FACILITIES (SYSTEMS)

Raw water, Filtered Water and Potable water System Fire Water and Fire Fighting system Cooling Water System Demineralized Water System Boiler(for Process and Power), Steam Distribution & Condensate Recovery System Power generation Waste Nitrogen Booster Compressor Tail Gas Booster Compressor Plant Air/ Compressed Air / Inst Air System DCS System -Plant control and ESD system Underground Piping System and Pipe Rack Drainage System – for process liquids and Waste Water System Effluent treatment, incl. Biological Treatment Feedstock, chemical storage and handling Systems Eye Wash, Safety Shower System Diesel, FO System Fuel Gas / LPG System Fire, Smoke, Gas detection and Alarm System Flare System (including collectors/manifolds from PSV outlet flange) Fuel System - Coal and LS Handling and Preparation Ash & Slag Handling Storage - Tank Farm(Bye product Storage like Tar) and Yard Storage Cross Country Pipeline (Water and Product Ammonia) HVAC System Electrical Substation [Switch Yard and Control Room] Electrical Power Distribution EMDG System Uninterrupted Power Supply System DC Power Supply System IT, Tele-Communication and Paging (PA) System Multi-purpose Building/Administration building Laboratory Workshops(Mechanical, Instrument, Electrical, Automobile) Ware house and Mechanical Store Railway Sliding, Trucks Parking and WB



H.2. Detailed Battery Limit Block Diagram



H.3 ISBL



H.4 DEFINITION OF QUIMIGAL PLANT



APPENDIX I PROJECT SPECIFICATIONS



APPENDIX I - PROJECT SPECIFICATIONS

Following is the list of project specification of the CtA project & shall be provided in hard disk...

LIST OF ENGINEERING STANDARDS

S.No Specification Title Engg.Std. No.

PROCESS

1 Basis Engineering Design Data 84300-PR-1000-DED-0001

2 Process Design Criteria 84300-PR-1000-DED-0004

3 Process Control & Operating Philosophy 84300-PR-1000-DED-0005

4 Drainage Philosophy 84300-PR-1000-DED-0006

5 Relief Philosophy 84300-PR-1000-DED-0007

6 Solid Waste Handling Philosophy 84300-PR-1000-DED-0008

7 Isolation Philosophy 84300-PR-1000-DED-0009

8 Emergency Depressurizing Philosophy 84300-PR-1000-DED-0010

9Instruction for HAZARD and Operability (HAZOP) study

84300-PR-1000-DED-0011

10 Flaring & Venting Philosophy 84300-PR-1000-DED-0012

11 Guideline for preparation of Operating Manual 84300-PR-1000-DED-0013

12 Performance Guarantee of Plant 84300-PR-1000-DED-0014

13 Instruction for Preparation of Process Flow Diagrams 84300-PR-1000-DED-0016

14Instruction for Preparation of Piping and Instrument Diagrams

84300-PR-1000-DED-0017

15 Specification for Cleaning of Lines and Equipment 84300-PR-1000-DED-0018

16 Area Classification Process Data (Fluids) OSBL 84300-PR-1000-DED-0019

17Guidelines for Startup Sequence and General Commissioning

84300-PR-1000-DED-0020

18 Environmental Impact Assessment Data 84300-PR-1000-REP-0001

19 Material Safety Data Sheet 84300-PR-1000-MDS-0001

PIPING

1 Piping Design Criteria 84300-PP-1000-DED-00012 Specification for Piping Materials Criteria 84300-PP-1000-DED-00023 Specification for Piping Materials 84300-PP-1000-SPC-00024 Specification for Coating and Wrapping 84300-PP-1000-SPC-00035 Specification for Piping Design & Layout 84300-PP-1000-SPC-0004

6Specification for Fabrication, Inspecting and Testing of Piping

84300-PP-1000-SPC-0005

7 Specification for Piping Stress Analysis 84300-PP-1000-SPC-00068 Specification for Allowable Nozzle Loadings 84300-PP-1000-SPC-00079 Specification for U/G Piping 84300-PP-1000-SPC-0009

10Specification for the Pressure Testing of Piping Systems

84300-PP-1000-SPC-0010





CIVIL

1 Design Criteria CSA 84300-CS-1000-SPC-0001

2 Design Basis - Major Equipment Foundation 84300-CS-1000-SPC-0002

3 Design Basis - Foundation for Storage Tanks 84300-CS-1000-SPC-0003

4 Specification for Earth Work 84300-CS-1000-SPC-0004

5 Specification for Materials 84300-CS-1000-SPC-0005

6 Specification for Concrete Construction 84300-CS-1000-SPC-0006

7 Specification for Structural Steel Construction 84300-CS-1000-SPC-0007

8 Specification for Grouting of Structures & Equipment 84300-CS-1000-SPC-0008

9 Specification for Bored Cast In situ Piles 84300-CS-1000-SPC-0009

10 Specification for Driven piles 84300-CS-1000-SPC-0010

11 Specification for Site preparation 84300-CS-1000-SPC-0011

12 Specification for Road and Paving 84300-CS-1000-SPC-0012

13 Specification for Drainage Design 84300-CS-1000-SPC-0013

14 Specification for Fire Proofing 84300-CS-1000-SPC-0014

15 Specification for land survey works 84300-CS-1000-SPC-0015

16Specification for Air Conditioning & Mechanical Ventilation

84300-CS-1000-SPC-0016

MECHANICAL

1 Mechanical Design Criteria 84300-ME-1000-DED-0001

2 Specification for Pressure Vessels 84300-ME-1000-SPC-0001

3 Specification for Internals (Columns) 84300-ME-1000-SPC-0002

4 Specification for Positive Material Identification 84300-ME-1000-SPC-0003

5Specification for Welding & NDE of Pressure Equipment

84300-ME-1000-SPC-0004

6Specification for Welding Miscellaneous Equipment, Vessel Internals and Steel Structures of Packaged Units

84300-ME-1000-SPC-0005

7 Specification for Shell & Tube Exchangers 84300-ME-1000-SPC-0006

8 Specification for Tube-to-Tube sheet Joints 84300-ME-1000-SPC-0007

9 Specification for NDE Plan 84300-ME-1000-SPC-0008

10Specification of Minimum Requirements for Manufacturing Data Books

84300-ME-1000-SPC-0009

11 Specification for Painting 84300-ME-1000-SPC-0010





12 Specification for Pumps 84300-ME-1000-SPC-0012

13 Specification for Insulation 84300-ME-1000-SPC-0013

14 Specification for Centrifugal Compressors 84300-ME-1000-SPC-0014

15 Specification for Refractory Lining (BGL Unit) 84300-ME-1000-SPC-0015

16 Specification for LP Storage Tanks 84300-ME-1000-SPC-0016

17 Specification for Lube and Seal Oil Systems 84300-ME-1000-SPC-0017

18 Specification for Refractory Lining (Monolith) 84300-ME-1000-SPC-0018

19 Specification for Solid Handling System 84300-ME-1000-SPC-0019

20 Specification for Package Units 84300-ME-1000-SPC-0021

21 Specification for Spare Parts 84300-ME-1000-SPC-0022

22 Support Legs and Base Plate details (Angle Type) 84300-ME-1000-STD-0001

23Support Legs and Base Plate details (Angle Type with Pad)

84300-ME-1000-STD-0002

24 Support Legs and Base Plate details (Beam Type) 84300-ME-1000-STD-0003

25 Internal Ladder Rungs 84300-ME-1000-STD-0004

26 Ladder and Platform Design Criteria 84300-ME-1000-STD-0005

27 Ladder and Platform Details 84300-ME-1000-STD-0006

28 Pipe Support Details 84300-ME-1000-STD-0007

29 Pipe Guide Details 84300-ME-1000-STD-0008

30 Standard for Bolt Position for Flanges 84300-ME-1000-STD-0009

31 Standard for Horizontal and Vertical Pressure Vessels 84300-ME-1000-STD-0010

32 Flanges for Non-Pressure Pipe Connections 84300-ME-1000-STD-0011

33 Standard for Vessel Grounding Lugs 84300-ME-1000-STD-0012

34 Mist Eliminator Details 84300-ME-1000-STD-0013

35 Nameplate Bracket 84300-ME-1000-STD-0014

36 Manhole Hinges 84300-ME-1000-STD-0015

37 Manhole with Horizontal Davit 84300-ME-1000-STD-0016

38 Manhole with Vertical Davit 84300-ME-1000-STD-0017

39 Column Davit 84300-ME-1000-STD-0018

40 Vortex Breaker Details 84300-ME-1000-STD-0019

41 Support Legs and Base Plate details (HEA Type) 84300-ME-1000-STD-0020

ELECTRICAL

1 Electrical Design Criteria 84300-EL-1000-DED-0001

2 HV Switchgear and Control gear Specification 84300-EL-1000-SPC-0001





3 LV Switchgear and Control gear Specification 84300-EL-1000-SPC-0002

4 Specification for Transformers 84300-EL-1000-SPC-0003

5 Specification for Power Capacitors 84300-EL-1000-SPC-0004

6 Specification for UPS 84300-EL-1000-SPC-0005

7 Specification for Synchronous Generator 84300-EL-1000-SPC-0006

8 Specification for Emergency Diesel Generator 84300-EL-1000-SPC-0007

9 Specification for Asynchronous Motors 84300-EL-1000-SPC-0008

10 Specification for Power Management System 84300-EL-1000-SPC-0009

11 Specification for Variable Speed Drive Systems 84300-EL-1000-SPC-0010

12 Specification for Neutral Earthing Resistor 84300-EL-1000-SPC-0011

13 Electrical Package Unit Specification 84300-EL-1000-SPC-0012

14 Specification for Communication Systems 84300-EL-1000-SPC-0013

15 Specification for Protection and Metering System 84300-EL-1000-SPC-0014

16Typical Cable Types (HV & LV) and Installation Methods

84300-EL-1000-SPC-0015

17 Specification for High Voltage Outdoor Switch Yard 84300-EL-1000-SPC-0016

18Lighting, Street Lighting, Flood Lighting, Fixtures & Accessories

84300-EL-1000-SPC-0017

19 Emergency Power System 84300-EL-1000-SPC-0018

20 Distribution Panels 84300-EL-1000-SPC-0019

21Overall Single line diagram & Electrical distribution system

84300-EL-1000-DIA-0001-A0

INSTRUMENTATION

1 Instrumentation & Control Systems Design Criteria 84300-IC-1000-DED-0001

2 Instrumentation Package Unit Specification 84300-IC-1000-SPC-0001

2a Orifice Meter Runs with Flange Tapings 84300-IC-1000-STD-0002

2bOrifice Flanges, Welding Neck, Raised face with Flange Tapings

84300-IC-1000-STD-0003

2c Restriction Orifice Plates 84300-IC-1000-STD-0004

2d Square Edge Metering Orifice Plates 84300-IC-1000-STD-0005

2e Straight Run Requirements for Metering Orifice Plates 84300-IC-1000-STD-0006

2fStraight Run Requirements for Flow Measuring Devices

84300-IC-1000-STD-0007

2gOrifice Flanges, Welding Neck, Raised face with Flange Tapings

84300-IC-1000-STD-0011

2h Eccentric Metering Orifice Plates 84300-IC-1000-STD-0010

2i Segmental Meting Orifice Plates Rev A0 84300-IC-1000-STD-0011-A4

2jOrifice Flanges, Welding Neck, Raised Face with Corner Tapings Rev A0

84300-IC-1000-STD-0012-A3

2k Segmental Meting Orifice Plates Rev A0 84300-IC-1000-STD-0014-A4





2lJunction Box 316 Stainless Steel Contsr.10 single pair Cables + 1 Multicore Rev A0

84300-IC-1000-STD-0051-A3

2mJunction Box 316 Stainless Steel Contsr.20 single pair Cables + 1 Multicore Rev A0

84300-IC-1000-STD-0052-A3

2n Junction Box 316 Stainless Steel Contsr.10 single pair Cables + 21 Conductor rMulticore Rev A0

84300-IC-1000-STD-0053-A3

2oJunction Box 316 Stainless Steel Contsr.12 single triple Cables + 1 Multicore Rev A0

84300-IC-1000-STD-0054-A3

2pJunction Box 316 Stainless Steel Contsr.24 single triple Cables + 1 Multicore Rev A0

84300-IC-1000-STD-0055-A3

3Control & Safeguarding System Specification (DCS/ESD/MMS)

84300-IC-1000-SPC-0002

3a Instrument & Control Topology (Block Diagram) 84300-IC-1000-DIA-0001

4 Analyzer House & Sampling System Specification 84300-IC-1000-SPC-0003

5Fire and Gas Detection and Protection System Specification

84300-IC-1000-SPC-0004

6 Inspection and Testing for Instrumentation Items 84300-IC-1000-SPC-0005

7 Instrument Earthing Philosophy 84300-IC-1000-IEP-0001

GENERAL ENGINEERING

1 Document Numbering Procedure 84300-DC-1000-PRC-0001

2Equipment, Line & Instrumentation Numbering Procedure

84300-PR-1000-PRC-0001

3 Material Control Design Criteria 84300-MC-1000-DED-0001

NOTE: Any discrepancy or conflicts of design in project specifications have to notify to the BUYER.



APPENDIX J NON DISCLOSURE AGREEMENT

(Attach the signed NDA)



APPENDIX K SCHEDULE OF RATES AND TERMS AND CONDITIONS



K.1 SCHEDULE OF RATESFOR FIELD SERVICE REPRESENTATIVES DEPUTED AT SITE

1. Services in India

For the supply of SELLER’s representative to render services to BUYER as BUYER may request and approve during installation, commissioning, start-up and other technical services with respect to the PROJECT, BUYER shall pay for such services as follows or as may be otherwise agreed by the parties:

1.1 Beginning with the day he leaves SELLER’s facility or equivalent starting point, until his return thereto, computed on the basis of elapsed time, at a rate of ------------------ per calendar day or part thereof.

1.2 All time worked in excess of eight (8) hours per day, at a rate of -------------- Per hour.

1.3 All travel time will be charged as a work day without charge for hours over 8 hours unless worked.

1.4 Standby time - any waiting time at the job site or other holding points en route, when the person is available to work, shall be regarded as work time, and will be charged as in the 1.1 rate above.

1.5 Emergency work - the minimum time off for a person during any 24 hour period must be 8 consecutive hours.

2. Expenses

SELLER shall be reimbursed by BUYER at actual costs for the following expenses,

provided that they are incurred and documented on a commercially reasonable

basis:

2.1 The representative's transportation expenses en route from SELLER’s SITE or equivalent starting point, to job site and return thereto.

2.2 Local transportation costs to and from the SITE (taxi, rental car) if not provided by BUYER.

2.3 International air travel at Economy class rates.

2.4 Accommodation for the representatives, and dependants if approved by BUYER.

2.5 Meals and incidental expenses will be charged without supported receipts, at a fixed daily rate of ----------- Per calendar day.

2.6 Additional transportation costs necessary for luggage, special tools and equipment to provide the services.



2.7 Any processing costs for local work permits, as well as entry and exit fees required to be paid by the technician necessarily incurred as a result of such travel.

3. Hazardous Areas

From time to time it may be requested to provide service in hazardous areas (e.g. areas of military conflict, etc.).

In these cases, SELLER reserves the right to decline to supply the services or to review the rates accordingly to take care of additional personal insurance and incentives as necessary.

4. Validity

The rates specified herein are valid until 31st December, 2014.

K.2 TERMS & CONDITIONS FIELD SERVICE REPRESENTATIVES DEPUTED TO SITE

SELLER shall, upon the request of BUYER, furnish the services of a field service

technician in the installation, commissioning, starting up and other technical

services relating to the PROJECT. The technician's services shall be furnished

under the following conditions:

1. a) BUYER shall pay SELLER for the services of said technician based Upon the attached per diem rates.

b) The per diem rates specified in (a) above, after 31st December, 2014, are subject to change upon thirty (30) days prior written notice to BUYER, and will be invoiced at those rates in effect at the time the work is performed.

c) SELLER’s technician will submit weekly time sheets evidencing work carried out and attendance on the assigned job to BUYER's representative for signature and approval.

d) SELLER will issue monthly invoices based upon the time sheets submitted by its technician. BUYER agrees to pay such invoices within 30 days of BUYER’s receipt of such invoice. . Such service charge payments shall not waive any other SELLER’s rights, but shall be cumulative.

2. Subsistence and accommodation for the technician shall be comparable to those

furnished for BUYER’s superintendent. In the event BUYER shall decide to provide

living accommodation for the technician, such accommodation shall be equal to that

provided for BUYER’s superintendent and shall not be less than the maximum



accommodation furnished for senior personnel or other European vendors at

BUYER’s job site.

3. In the event that the technician or SELLER becomes obligated to pay any local

taxes, levies, imposts, social charges, withholdings or duties of any nature other

than any applicable income taxes (hereinafter collectively called “TAXES”), as a

result of services rendered herein, BUYER shall assume and pay such TAXES

directly to the local tax authorities or alternatively, immediately reimburse SELLER

for such TAXES, together with an amount that take into account any TAXES due on

account of such reimbursement including any taxes thereon. BUYER shall pay any

tax penalties or late charges which may be due in connection therewith. In the event

BUYER pays such TAXES directly to the local tax authorities, it shall immediately

furnish SELLER with appropriate receipts evidencing such payment.

4. All necessary workmen (common, semi-skilled and skilled), together with proper

labour supervision, for any work other than the technician's services shall be

furnished by BUYER at its expense. All necessary utilities shall be furnished by

BUYER, at BUYER's expense.

5. BUYER shall provide all tools and equipment required for any installation or service

work requested by BUYER. SELLER’s technician may bring with him or ship to the

job site, special tools which are and shall remain SELLER's property. If such tools

are too heavy for transport by the technician, BUYER shall assist in arranging for

their return to a location designated by SELLER at the completion of the services.

The costs for any such special tools and equipment, which are not returned to

SELLER at the completion of the services, will be charged at the replacement cost

of such equipment.

6. BUYER shall provide suitable office facilities convenient to the job site for work

assignments exceeding fifteen (15) days, facilities to include heat, light, desk, chair,

telephone and safe storage space for drawings and tools.

7. The technician shall be properly covered by SELLER with insurance in the areas of

Workers' Compensation, Public Liability and Automobile Insurance, where the use

of a vehicle is required. Certificates confirming this insurance coverage are

obtainable upon request.



8. SELLER accepts no responsibility for material or the acts of men furnished by

BUYER. SELLER is not responsible for the rate of progress or the date of

completion of the work, other than for the agreed time for providing the technician’s

services, or for incorrect operation or damage incurred due to improper storage or

handling.

9. SELLER reserves the right to replace/rotate a technician after a 60 (sixty) day

period, in which event BUYER will pay to SELLER associated expenses for the

technician's return trip. The replacement technician will be furnished on the same

basis as outlined herein. SELLER reserves the right to reduce this period if extreme

site conditions prevail.

10. SELLER shall not be bound by or required to adhere to any term or provision of a

BUYER order, quotation, bid, letter of credit, or like document, or any provision of

law, regulation or custom, which would cause SELLER or any it’s parents or

affiliates to be in violation of the export laws, taxing statutes of regulations of the

country wherein the goods are manufactured or from which they are exported or are

otherwise subject to jurisdiction.



APPENDIX L EXISTING DOCUMENTS

List of documents as part of AdP plant documents is listed as below & shall be given in hard


1. Feed Contract_ac[1]

Documents

Transcript of 1. Feed Contract_ac[1]