Contract No.

ABPR3&4-CONTRACT-RMS-XXX-001 R0

AN AGREEMENT made on ________________

BETWEEN:

(1) RMS Quality Company Ltd., a limited company registered under the laws of the Kingdom
of Thailand, with its registered office at 159/5-7 Thetsaban Nimit-Nua Road, Chatuchak,
Ladyao, Bangkok 10900, Thailand. (Herein after called the Contractor).
And

(2) XXXXXXXXXX (herein after called the Subcontractor).

WHEREAS:

(A) The Owner has currently developed the Combined Cycle Cogeneration Power Plant at
Rayong, ABPR3&4 SPP (the Project) which will consist of 4 Gas Turbines (GTG), 4 Heat
Recovery System Generators (HRSG) and 2 Steam Turbine (STG).

(B) The Owner has employed TPSC (the Local Contractor) to provide all local design
engineering procurement, construction, start - up and commissioning services, materials
and equipments for the completion of the Project.

(C) Local Contractor has employed RMS Quality Co., Ltd., to provide all M&E Erection works
and support services.

(D) RMS wishes to employ the Subcontractor to provide the BOP Piping Erection Works

- HP Steam Piping
- LP Steam Piping
- ST Extraction Piping
- HP Steam Turbine Bypass
- LP Steam Turbine Bypass
- ST Extraction Steam Turbine Bypass
- Common Process Steam Piping
- IU Steam Condensate Return Piping
- Deaerator Pigging Steam Piping
- Deaerator Pigging Water Piping
- Auxiliary Steam Piping
- MCW Chemical Sampling Piping
- HP Steam Drain Piping
- LP Steam Drain Piping
- Extraction Steam Drain Piping
- ST GSC Exhauster Outlet Piping
- ST GSC Drain and Connection Piping
- STG Oil Vapour Exhauster Outlet Piping
- Pump and Silencer Field Connection Piping
- Drain Flash Pipe and Vent and Drain Piping
- ST Drain system Connection Piping
- Deaerator Vent Piping
- Deaerator Safety valve ATM Piping
- ST Gland Steam safety valve ATM Piping
- Steam and Water sampling Piping
- HRSG Chemical Dossing System Piping
- Pipe support 45T
- Shoe Weld and Installation 350 M.

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Contract No. ABPR3&4-CONTRACT-RMS-XXX-001 R0

(E) The Contractor and Subcontractor will herein be called the Parties.

(F) The Parties have entered into this Subcontract agreement to record the terms and
conditions on which the contract will be completed within the Sub-Contract scope of Works.

(G) Upon the execution of this Contract, all previous agreement and discussion regarding to
terms and conditions for this project will be cancelled. Both parties mutually agree to bind
our commitment based on the content of this contract.

IT IS AGREED AS FOLLOWS:

1. SUBCONTRACT PRICE & PAYMENT

1.1 Subcontract Price

In consideration of the Subcontractors execution of all the Works, the Contractor shall pay to
the Subcontractor the Sub-Contract Price under Clause1.2. The Subcontract price is Re-
Measurement. All direct costs in item 1 and 2 of the subcontractors quotation No.XXXXXX
will be adjusted to the actual quantity item per unit rates. All indirect cost (Item 3) shall be
fixed lump sum price. Item 4 shall be adjusted by percentage of the total. The detailed list of
piping to be erected under this subcontract agreement is shown in Subcontractors Quotation
Sheet No.XXXXXX

Contract Price Thai Baht XXXXXXXXX.XX (Excluding VAT) for XXXXXXX DB

1.2 Payment Schedule

Seventy-five (75) % Progress Payment is to be claimed as per actual monthly progress.

Subcontractor shall submit weekly time sheet which is the part of monthly progress document.

Fifteen (15) % Acceptance Payment shall be released only after clearing all punch list items.

Ten (10) % Retention Payment shall be released to Subcontractor in two installments,

a. Five (5) % after 60 days period since the taking over of the Commissioning.
b. Five (5) % after 24 months period since the COD (Commercial Operation Date).

Note.
Subcontractor may request 5%of contract price for the first payment after
submission of manpower plan and mobilization complete. This payment shall be deducted
from the fixed lump sum price in item3 of subcontractors quotation.

The Contractor certifies that the Subcontractor has achieved the degree of progress claimed,
and the Contractor shall pay or cause to be paid such amount into the Subcontractors
account by no later than Thirty (30) days after the date of the Certificate of Payment.

1.2 Extra Work

During execution of the Sub-Contract, the Contractor shall have the power from time to time
to require the Subcontractor to alter or modify the Work and the Subcontractor shall carry out
such work.

Approved extra work will be paid as a unit price.

1.3 Liquidated Damage By Delay

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If the Subcontractor fails to complete his part of work in accordance with the Project
Construction Schedule, the Subcontractor shall pay to the Contractor as liquidated damages
and not as penalty, amount equal to zero point one percent (0.1) % of the Subcontracted
Price for every day or part of the day which elapses between the Contractual Completion
date and the actual Completion date.

The total liability (in aggregate) of the Subcontractor for liquidated damages for delay in
completion shall not exceed ten percent (10) % of the Subcontracted Price.

1.4 Payment Method

Notwithstanding the currency of this Agreement all payments shall be made in Thai Baht.

1.5 No Payment in the Event of Material Breach

Notwithstanding any other provisions herein to the contrary, the Contractor shall have no
obligation to make any further payment to the Subcontractor at any time when the Contractor
can prove that the Subcontractor is in material breach of the Agreement.

2. TIME FOR COMPLETION

2.1 Written Notice to Commence the Work and Effective Date of Agreement

This Agreement shall become effective on the date when all of the following conditions
having been satisfied:

(1) The Agreement had been signed; And

(2) The Subcontractor has received from the Contractor Written Notice to Commence the
Work.

The Subcontractor shall commence the Works immediately in accordance with the project
schedule is listed as attached (Attachment 1: ABPR3&4 Master Schedule). Any change in
schedule will be subjected to approval by the Contractor.

The Contractor's guaranteed completion dates for the key activities are as follows;

ABPR3
Power Receiving : June 2017
GT31 Initial Firing : August 2017
GT32 Initial Firing : August 2017
ST30 Initial Steam : October 2017
HRSG 31 Blow Out : August 2017
HRSG 32 Blow Out : September 2017
ABPR3 Commercial Operation Date : January 2018

ABPR4
Power Receiving : October 2017
GT41 Initial Firing : December 2017
GT42 Initial Firing : December 2017
ST40 Initial Steam : February 2018
HRSG 41 Blow Out : December 2017
HRSG 42 Blow Out : January 2018
ABPR4 Commercial Operation Date : May 2018

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The Sub Contractor guarantees the completion/HO dates for the BOP Piping Work as per
Pressure Test schedule (Ref. Attachment with ABPR34 Schedule Rev.0)

2.2 Extension

Should the contract duration be extended due to reasons beyond the Subcontractor control,
cost escalation effect on the extended period shall be taken into consideration, by mutual
agreement of both the parties.

3. SUBCONTRACTORS OBLIGATIONS

3.1 Labor and Personnel

The Subcontractor shall, unless otherwise provided in the Agreement, make its own
arrangements for the engagement of all labour and for their payment, social welfare costs,
insurance, housing, feeding and transport.

The Subcontractor will provide Workmen compensation insurance for its personnel and
insurance for its equipments and tools. The Local Contractor shall provide insurance for
Construction All Risk.

The Subcontractor will provide all necessary manpower staff with an Organization Chart,
required for the execution of the work. This will include skilled direct workers. Contractor shall
additionally provide coordinator to coordinate for material requests and inspection.

On the site the Subcontractor standard working week and working hours shall be as follows:

Working hours (Weekly): Monday Saturday: From 07:00 am to 04:00 pm

3.2 Employees

The Subcontractor shall replace any employee if the Contractor reasonably believes such
employee is not performing his work according to the Local Contractors standards, and is
creating a risk to performance of the Works or is otherwise unsuitable.

3.3 Permitted Subcontracting

The Subcontractor shall not subcontract the whole of its obligations under this Agreement or
in respect of a Section of the Works, nor the Subcontractor subcontract any of its obligations
in relation to any part of the Works.

3.4 Utilities and Consumables

For the Subcontractor site utilities and supply requirements, the arrangement will be as
follows:

The Subcontractor will arrange all necessary and required safety and PPE and safety items
for its worker to comply with the Contractor safety requirements.

Subcontractor will connect from the electrical and water tapping point provided by the
Contractor and distributes it to Subcontractor site office, temporary facilities and
construction site.

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Utility charges for the usage of electricity, & portable water for site office and for
construction are under Contractor scope.

Facility charges for First Aid services, Garbage Services cost, Subcontractor will be shared
by number of Man Power.

For hydrostatic test, the Subcontractor will provide temporary materials for the connection.
The Subcontractor will drain the waste water into the designated sump/drain within the project
boundary.

Test pieces for welder qualification test will be provided by the Subcontractor.

Welding electrodes for carbon, stainless steel, filler and alloy materials will be supplied by the
Subcontractor.

The Contractor will supply any permanent materials for construction works.

The Contractor will supply the special tools or vendor tools for construction.

3.5 Material Delivery and Storage

The Subcontractor will collect the material for erection from the storage yard and warehouse
managed by the Contractor. Unloading of material at site will be performed by the
Subcontractor. The Contractor will provide any necessary crane or over head crane for
unloading.

The Subcontractor will unload and store all permanent materials as per the storage procedure
at site. The Subcontractor with the Contractor will conduct material check as soon as
possible after receiving the materials.

3.6 Site Access

The Subcontractor must obtain all required permits and permissions with the Contractors
help for its workers and Staff prior to the commencement of the Work.

No persons other than the employees of the Subcontractor shall be allowed on the Site,
except with the consent obtained through the Contractor of the Local Contractor and/or the
Local Contractors Engineer. The Subcontractor shall at all times prior to the Taking Over of
the Works be responsible for the proper maintenance of the security of its site facilities and
works.

3.7 Clearance of Site Access Roads

The Subcontractor shall from time to time during progress of the Works clear away and
remove all surplus materials and rubbish from the site and any construction deposits from
construction/erection.

On completion of the Works the Subcontractor shall remove all Subcontractors Equipment
and all waste materials and rubbish and leave the whole of the site and approach roads in a
clean condition, to the satisfaction of the Contractor and the Local Contractor.

3.8 Progress Report

The Subcontractor shall at monthly intervals prepare formal written and quantitative reports to
the Contractor, on the Progress of the Works by reference to the Milestone Schedule and the
Program in a format and in sufficient detail to assess performance, plan witness dates and
evaluate forecasts.

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Each monthly progress report shall be submitted no later than day twenty-five (25TH) of each
month. Failure of in-time submission of report will cause the report to be carried forward in
next month.

3.9 Subcontractor Guarantee

The Subcontractor shall, guarantee and maintain his work including workmanship in the
Installation and quality of materials he supplied for the Work for twenty four (24) months since
the COD (Commercial Operation Date).

The Subcontractor shall enforce such guarantees and warranties the fullest extent thereof on
behalf of the Contractor by issuing the warranty letter to the Contractor in this regard.

3.10 Quality Assurance

The Subcontractor shall institute a quality assurance system to demonstrate compliance with
the requirements of the Agreement. Compliance with the quality assurance system shall not
relieve the Subcontractor of his duties, obligations or responsibilities under the Agreement.

The RFI (Request for Inspection) must be issued to the Contactor as soon as possible when
the works have been finished and ready for inspection. Each RFI much be close within 3 days.

3.11 Repair and Replacement

In the event of loss, destruction or damage of or to any part of the Works, including all
components thereof, prior to the Final Completion of the Works, the Subcontractor shall with
due diligence and dispatch repair or replace the work it material which has suffered loss,
damage or destruction. The costs and expense thereof will be borne by the Subcontractor.

3.12 Contractors Right to Remedy Defective Subcontractor Work

If the Subcontractor fails to correct, or commence and prosecute the Works with due
diligence, correction of, defective work performed by the Subcontractor within seven (7) days
after receipt of the written notice from the Contractor, the Contractor may after seven (7) days
following the receipt by the Subcontractor, without any prejudice to any other remedy it may
(but shall not be obligated to), have under Agreement, take all reasonable steps in order to
remedy such defective work at the Subcontractors cost.

3.13 Inadequate Performance

If the Subcontractor has failed to complete the Works and the Contractor has become entitled
to the maximum payment for such under Clause 1.4 (Liquidated Damages for Delay in
Completion), and such failure is due to a cause for which the Subcontractor or supplier of the
Subcontractor is responsible,

Or if the Subcontractor refuses or neglects to supply, in the reasonable opinion of the

Contractor, a sufficient workforce, installation equipment and materials in number, quantity,
quality, type and capacity to enable to comply with the Key Dates, or with its installation
schedule,

Then the Contractor may give the Subcontractor forty eight (48) hour written notice to rectify
the fault or faults. If such rectification to the Contractor has not been accomplished with the
said forty eight (48) hour period, the Contractor may provide such labour or materials or both
as it deems necessary or desirable and shall deduct the cost and related overhead thereof
from any money then due.

The Contractor may by further notice to the Subcontractor either:

a) require the Subcontractor to complete; or

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b) may itself complete at the Subcontractors cost

c) Terminate this agreement.

3.14 Defects After Taking Over

The Subcontractor shall be responsible for making good any defect in or damage any part
which arises from any defective materials, workmanship, errors, negligence and ignorance.
The Subcontractor shall make good the defect or damage as soon as practicable and at its
own cost.

4. SUBCONTRACT DOCUMENTS

The SUBCONTRACT shall consist of this Subcontract Agreement between the

CONTRACTOR and the SUBCONTRACTOR along with the following documents, and the
Attachments, Drawings and documents referred to therein, all of which by this reference are
incorporated herein and made as a part of this SUBCONTRACT;

Project Master Schedule

Division of Work (DOW)
Construction Schedule with Key dates (Refer to item 2.1)
Reference drawings (will be further added if there are any additional Drawings).
Price Schedule
Daily work rates
Equipment rates
Subcontractors Quotation

DISPUTE RESOLUTION

4.1 Mutual Discussion

If any dispute, controversy or claim arising out of relating to this Agreement, or the breach,
termination or invalidity thereof (a Dispute) shall arise between the parties, the parties shall
attempt to settle any such Dispute in the first instance by mutual discussion between the
parties. If the Dispute cannot be settled by mutual discussions, the Dispute will finally be
settled by arbitration.

4.2 Arbitration

Any dispute arising of or in connection with this Contract including questions regarding its
existence, validity or termination, shall be referred to and finally resolved by arbitration in
accordance with the UNICITRAL Arbitration Rules, applicable at the time of submission of the
dispute to arbitration, and the conduct of the arbitration thereof shall be under the auspices of
the Thai Arbitration Institute of Office of Judiciary.

The place of arbitration shall be Bangkok and shall be conducted wholly in Thai Language.

4.3 Governing Law

The Contract shall be governed by, and construed in accordance with, the laws of Thailand.

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5. FORCE MAJEURE

An Event of Force Majeure shall mean any circumstances not within the reasonable control
directly or indirectly, of the party affected.

In case of Force Majeure, there should be discussion and negotiation before re-starting of the
erection works.

In the event of any inconsistency between the terms and conditions of any of the parts of the
SUBCONTRACT referred to above, the SUBCONTRACT shall be read in the order of priority as set
out above.

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IN WITNESS WHEREOF, the parties hereto have fully understood and satisfied themselves with
the terms and provisions hereof and have hereto appended their respective signatures and each
retains one original hereof.

SIGNED for RMS Quality Co., Ltd. Witnessed:

By: _______________________ By: _______________________

Name: . Name: .

Title: . Title: .

Date: . Date: .

SIGNED forXXXXXXXXXXXXXXXXXX Witnessed:

By: _______________________ By: _______________________

Name: . Name: .

Title: . Title: .

Date: . Date: .

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