EXHIBIT 10.179
March 18, 1999
GE Power Systems
Re: Pan-Turbo Co., LLC. ("PTC"): Letter of Intent GE IPS #80904
Gentlemen:
Whereas GE Power Systems and Sales ("GE") and PTC are in substantial agreement
with regard to the commercial terms associated with the purchase of the
Equipment for the PTC Merchant Plant ("MP") II Project which will have a 1,000MW
net output, it is agreed by Parties to execute a definitive contract document by
May 1, 1999 (which date may be extended by mutual agreement of the Parties) that
includes terms and conditions substantially similar (with minor modifications
that do not materially adversely affect either PTC or GE) to the Panda Xxxxxxxxx
Project, Purchase Order 226779-4-0301-01 executed by GE and an affiliate of PTC
on November 24, 1998 (The "Prior Purchase Order"), as further modified by the
following:
Equipment:
The equipment scope of supply is substantially similar to the Prior Purchase
Order for four (4) PG7241 combustion turbine generators with 9ppm Dry Low NOx
combustors, and two (2) steam turbine generators provided that GE can guarantee
the shipment dates contained herein ("Equipment"). The two (2) steam turbine
generators, however, will incorporate side exhaust.
Equipment Pricing:
Qty 4 PG7241 GT Units $ 126,000,000
Qty 2 TC2F30 nominal 170 MW STG Units with side exhaust $ 36,400,000
The price includes freight to domestic U.S. site and Technical Director for
installation.
Equipment Shipping/Title:
Title to Equipment or finished material, shipped directly to the Site which is
sourced from the US shall pass to PTC when available for shipment from the
manufacturer's factory or for shipment to a storage facility. Title to Equipment
or finished material shipped directly to the Site which is sourced from outside
of the US shall pass to PTC at the port of export immediately after the
Equipment or finished materials have been cleared for export. Partial shipments
will be allowed. Notwithstanding passage of title, GE shall remain liable for
transportation to the Site and risk of loss during shipment to the "Point of
Delivery".
Risk of loss will pass to PTC upon delivery of the Equipment at the "Point of
Delivery" which shall be to the nearest accessible rail siding to the Site or,
if by truck, at the Site.
Shipping Dates are as follows:
Gas Turbine Generator Units: 2 units by 10/31/2001, 1 unit by
11/30/2001 and 1 unit by 12/31/2001
Steam Turbine Generator Units: 2 units by 8/31/2001
Shipping Dates for equipment manufactured in the United States are the actual
dates on which Equipment is loaded on conveyance at the facility of Seller or
Seller's supplier. Shipping Dates for equipment manufactured outside the United
Sates are the actual dates on which Equipment is loaded on conveyance at a U.S.
Port of Entry which is no further from the Site than Schenectady, New York.
Terms of Payment and Termination:
Issuance of this binding Letter of Intent to GE is contingent on a nonrefundable
down payment of $4,000,000 on the date of execution hereof and a nonrefundable
payment of $4,000,000 at the Contract signing, but in no case later than May 31,
1999 unless mutually extended by the parties.
Payment terms are per attached Schedule "A". Should PTC terminate for
convenience, termination charges as indicated in Schedule "B", attached, shall
be payable. Credit will be given for payments received. GE shall have the right
to terminate the contract should PTC fail to fulfill its obligations under the
contract, and in such case, the termination charges will become payable.
Liquidated Damages:
In general accordance with the Prior Purchase Order.
Assignment or Amendment:
This Agreement may be assigned by PTC only to financing parties, EPC contractor,
or strategic equity partner without consent of GE or may be superceded by
subsequent contract between PTC and GE. GE reserves the right to assign this
Agreement in whole or in part to any wholly owned subsidiary, provided GE shall
guarantee the performance by such subsidiary. A change in performance
requirements due to change in Project Site location will be by mutual consent of
GE, which will not be unreasonably withheld.
Financial Closing:
The Financial Closure Date is anticipated to be November 2000.
Acceptance:
Assuming the above conditions are acceptable, please sign below where indicated
to evidence your agreement to the terms stated herein.
GE POWER SYSTEMS AND SALES
By:/s/_______________________________
Name: Xxxxx X. Xxxxxxxx
Title: Generation Account Manager
PAN-TURBO CO., LLC
By:/s/_______________________________
Name: Xxx Xxxxxx
Title: Senior Vice President
Engineering and Construction
