THIS AGREEMENT is made in this day of, 201, by and between:

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1 FORM OF AGREEMENT THIS AGREEMENT is made in this day of, 201, by and between: THE ISRAEL ELECTRIC CORPORATION LIMITED, a corporation registered in Israel, having its registered office at 1 Netiv HaOr Street, Haifa, Israel (hereinafter referred to as the Purchaser ) of the one part and,, a company registered in and having its office at (hereinafter referred to as the Contractor, which expression shall be deemed to include its successors and permitted assigns) of the other part; PREAMBLE A. WHEREAS, the Purchaser intends to enhance the Closed Cooling Water system (CCW) at Orot Rabin Power Station near Hadera, Israel, and at Rutenberg Power Station near Ashkelon, Israel (Orot Rabin and Rutenberg Power Stations hereinafter referred to as the Site(s) ), to be known respectively as Orot Rabin 5 & 6 Assembly/Unit, and Rutenberg 1 & 2 Assembly/Unit (hereinafter referred to as the Assembly/Unit(s) or the Unit(s) ); and B. WHEREAS, the Contractor agrees to provide Gasketed Plate Heat Exchangers and related accessories and supervision services as hereinafter specified for said Assembly/Unit(s) (as the basic scope of work for the Orot Rabin 5 & 6 Assembly/Unit, and as Purchaser s option for the Rutenberg 1 & 2 Assembly/Unit); NOW THEREFORE, THIS AGREEMENT WITNESSETH as follows: 1. The preamble and the following documents attached hereto shall constitute an integral part of this Agreement, and the Purchaser and the Contractor (hereinafter referred to each as a Party and together as the Parties ) shall observe and abide by them: ANNEXURE A General Conditions, dated January 2009, revised for Contract, 201 ; ANNEXURE B Specification BM-620-P1, revised for Contract, 201_, (hereinafter the Specification ); 0000-IEC-Agreement-2005 F rev M BM 620-P1 P. 1 of 6

2 ANNEXURE C ANNEXURE D ANNEXURE E1 ANNEXURE E2 ANNEXURE F1 ANNEXURE F2 ANNEXURE G ANNEXURE H ANNEXURE I ANNEXURE J ANNEXURE K ANNEXURE L ANNEXURE M ANNEXURE N ANNEXURE P ANNEXURE Q ANNEXURE R ANNEXURE U Contractor's Proposal including: Summary of Prices and Delivery Schedule C1 ; Summary of Data C2 (where applicable); and Contractor's Proposal Documents C3 all revised for Contract, 201 ; Contractor's Technical Performance Guarantees; Guarantee for the due performance of the Contract (from non-israeli Banks); Guarantee for the due performance of the Contract (from Israeli Banks or approved Israeli insurance companies); Down Payment / Advance Payment Guarantees (from non-israeli Banks); Down Payment / Advance Payment Guarantees (from Israeli Banks or approved Israeli insurance companies); Reserved; Price Adjustment (where applicable); Itemized Equipment/Material Shipment Report ( ESR ) and Monthly Cash Flow Chart; Documentation Submission Schedule (where applicable) Security Appendix; Insurance Requirements; Basic Inspection and Test plan and Quality Assurance and Quality Control Requirements; Conditions for the Provisions of Contractors Personnel s Services; Preference to Suppliers of Israeli Manufactured Goods (where applicable); Letter of Credit for Payment; Delivery, Shipment and Handling; Reserved; 0000-IEC-Agreement-2005 F rev M BM 620-P1 P. 2 of 6

3 ANNEXURE Y List of Potential Guaranteeing Banks; FORM 1 - Reserved; FORM 2 - Reserved; FORM 3 - Certificate of Provisional Acceptance; FORM 4 - Reserved; FORM 5 - Quality Control Certificate. This Agreement and the said attached Annexures constitute and are hereinafter referred to, collectively, as the Contract. The Contract documents are considered complementary to the extent that what is called for by one is as binding as if called for by all. In the event there are any conflicting provisions or requirements in the Contract documents, the order of prevailing documents shall be as follows: (i) (ii) (iii) (iv) (v) This Agreement Annexure A Annexure D Annexure B All other documents except Annexure C which is made part of the Contract only insofar as it is consistent with the other Contract documents. 2. In consideration of the payments to be made by the Purchaser to the Contractor as specified in the Contract, the Contractor hereby covenants with the Purchaser that the Contractor shall duly and timely provide, manufacture and deliver Gasketed Plate Heat Exchangers and related accessories (hereinafter Equipment or Equipment Package ); render on Site services (hereinafter On Site services or Services ); and carry out all the other elements of the Work; all as further defined in Article 1 of Annexure A and subject to all the terms and conditions of the Contract. 3. (a) The Purchaser, in consideration of the undertakings of the Contractor and of the faithful accomplishment of the Work, agrees subject to Subclause (b) below, to pay to the Contractor and its Israeli subcontractor(s) the sum of, being the price of the basic scope of Work (hereinafter Basic Contract Price ) IEC-Agreement-2005 F rev M BM 620-P1 P. 3 of 6

4 (b) The above sum is broken down approximately as follows: (i) (hereinafter Non-Israeli Equipment Price ) is allocated for Non-Israeli Equipment as defined in Article 1 of Annexure A. (ii) (hereinafter Engineering Support Price ) is allocated for Engineering Support as defined in Article 1 of Annexure A, if any. (iii) (hereinafter Israeli Content Price ), is allocated for the Israeli Content as defined in Article 1 of Annexure A (Value Added Tax thereon to be paid by Purchaser in addition). 4. (a) In addition to the basic scope of Work specified in Clause 3 above, the Purchaser shall have the following options: (i) to purchase Spare Parts and optional equipment for Orot Rabin 5 & 6 Assembly/Unit in accordance with the itemized prices set forth in Annexure C1 as further detailed therein, for a total allocation estimated at ; (ii) (iii) to acquire Services of personnel provided by Contractor for Orot Rabin 5 & 6 Assembly/Unit, either employed by Contractor or by any of its Subcontractors (hereinafter Contractor's Personnel ) as shall be requested by the Purchaser, if any, at the per diem rates or lump sum rates specified in Annexure C1 as further detailed therein, for a total allocation estimated at (hereinafter referred to as the Price for Services ). to purchase Gasketed Plate Heat Exchangers with related accessories and services for Rutenberg 1 & 2 Assembly/Unit as mutually agreed between the parties in accordance with the itemized prices set forth in Annexure C1 as further detailed therein, for a total price of for Equipment, and allocations estimated at for Services and for Spare Parts. (iv) to purchase any other option(s) as mutually agreed between the parties in accordance with the itemized prices set forth in Annexure C1 as further detailed therein, for a total allocation estimated at ; 0000-IEC-Agreement-2005 F rev M BM 620-P1 P. 4 of 6

5 (b) In the event any of the aforestated options is exercised by the Purchaser, the terms and conditions of this Contract shall apply mutatis mutandis to the option exercised. 5. Subject to the provisions of Article 4 of Annexure A (Change Orders) and/or Annexure H (Price Adjustment) (where applicable), and except as may otherwise be expressly provided for in the Contract, all the above prices are firm and shall neither be subject to adjustment nor be affected by any variation in the cost of materials, labor, or transport or any costs of conforming with any laws, orders or regulations of any Government or local or other authority or for any other reason. 6. The Basic Contract Price and the Price for Services together with the price of Change Orders and price adjustment (if any) shall hereinafter be referred to as the Contract Price, and shall be paid in accordance with Article 18 of Annexure A. 7. [Remark: the following shall apply unless otherwise specified by Purchaser prior to submission of price proposal] The following provisions (hereinafter Special Conditions ) shall apply to the respective contractual variables: (a) With respect to the Warranty Period(s) as specified in Subarticle 16(c) of Annexure A : (i) WP1 is 18 months; WCO1 is 36 months; (ii) WP2 is 18 months; WCO2 is 12 months; (iii) WP3 is 18 months; WCO3 is 36 months; (Note: For purposes of this Contract the abbreviation WP means Warranty Period and WCO means Warranty Cut-off.) (b) With respect to the Terms of Payment as specified in Subarticle 18(c) of Annexure A : (i) DP1 is 10%; PR1 is 80%; RE1 is 10%; (ii) DP2 is 10%; PR2 is 80%; RE2 is 10%; (iii) DP3 is 10%; PR3 is 80%; RE3 is 10%; (Note: For purposes of this Contract the abbreviation DP means Down Payment, PR means Pro rata (per delivery of Deliverable) Payment and RE means Retention Payment.) 0000-IEC-Agreement-2005 F rev M BM 620-P1 P. 5 of 6

6 (c) With respect to the rates of Liquidated Damages for delays as specified in Subarticles 2(b), 11(b) and 11(c) of Annexure A, and the caps specified in Subarticle 24(a)(iii) of Annexure A : (i) LD1A is USD 100; LD1P is 30 days; LD1B is USD 200; LD1C is 3% (ii) LD2A is 0.5%; LD2P is 8 weeks; LD2B is 0.7%; LD2C is 10% (iii) LD3A is 0.7%; LD3P is 8 weeks; LD3B is 1.0%; LD3C is 10% (iv) LDcapdelays is 15% (v) LDcapperformance is 10% (vi) LDcapdelays&performance is 20% (Note: For purposes of this Contract the abbreviation LD1 refers to Documentation, LD2 refers to Deliveries, and LD3 refers to Provisional Acceptance.) (d) Without derogating from any specific contractual provision, the Equipment shall be delivered in accordance with the following INCOTERMS 2000 terms of delivery: (i) Non Israeli Equipment of Non Israeli Contractor supplied by ocean freight/ airfreight: Place of Delivery: FCA Later (ii) Israeli Content of Non Israeli Contractor: DDP Place of Delivery: Later (iii) Equipment of Israeli Contractor: DDP Place of Delivery: Later IN WITNESS WHEREOF THE PARTIES HERETO HAVE HEREUNTO SET THEIR HANDS ON THE DAY, MONTH AND YEAR FIRST AFOREWRITTEN. THE ISRAEL ELECTRIC CORPORATION LTD. BY ATTEST BY ATTEST COMPANY BY ATTEST 0000-IEC-Agreement-2005 F rev M BM 620-P1 P. 6 of 6