Fabian Velez | 00:05 Frankie Damon ago. Okay, this document is protected from unintentional use and you may only view this region. Okay, Mozo forreso [Laughter]... You know them for... Glat. Okay? We're not going to protect your neck. It's a Miro goo mar roman as we speak. Co algo power expectation contract, tra abori te contraosita corrupted it rendal backup original and any and okay, how many? mquinones@recomspr.net | 01:07 One. [Laughter]. Speaker 3 | 01:13 No. Mama said to. Fabian Velez | 01:14 Okay, look at Pasa Maria. Okay, the frake damnomino, the rabi the damnova. Okay, the hamkaragi boyasakaroo, a Marialix hell boyasuti to Io. But the second Tamo corrupted. Sorry. TAKURRUPTED. Powers potential evaluation contract, power AA contract to get again a Sierra Lo Maria Laura Noon Throughgo Amoha the lead. Miro. A wai wait but I got to rest and I go the contact rapidly to a Maria Omino Miro Maria. Speaker 3 | 04:02 So contrados Cambolo li. Okay. Okay. Fabian Velez | 04:08 Day by. Okay, I say one of the S SC aa. Speaker 3 | 04:19 The Miro motre contrad. Fabian Velez | 04:23 See I get tobacco robtail contao our expectation or nory. Okay one more contras a present are huanego kota guo okay we no okay aka Tamo at the primorgada Francisco assy tele tous on the leftphone bian oj e cany ending bending la lohia utiliz okay aqua GKA free utilli so contra toma beta reforote. He's over aquo he's here on campus. So the to document that Amoha said atmo can be a modphone b point and lelo can be okay. You have a young H&LB as aposimo no I basica menta setta moo okay ya EA AND B cri la Francisco and puton nulceptao in asimo in cor total. Okay NA and condrado os okay oseke for helot si no sa be no epantaya hu. Dep [Laughter]. Speaker 3 | 06:14 I they own [Laughter]. Speaker 4 | 06:17 That I won't say one day, but imsell the rabbit. IAIA cy grand doggie you to dr down the ir boy. Yeah, [Laughter] you do me, you work canpola a camera and don't show boloi. Speaker 3 | 07:12 Yeah. Speaker 4 | 07:13 You the logo, baa aan gravel plan there, no I len or a lounge a talent say and they tell me I'll be in length on no a del minaloosa del dos rosa launche doz roadra get give me my got to emp my cosaks mahori and no go dratio the logo baa aan gravel plan there, no I len or a lounge a talent say and they tell me I'll be in length on no a del minaloosa del dos rosa launche doz roadra get give me my friendberleoleo. Fabian Velez | 07:58 Karoo [Laughter] lay window. You just second AELF and B2 issue. Francisco called the ramp of Calon the mer. Kello pok dome hon. Well, okay. Ina ka, Tacharang and ya and Tacharang sections. Pus mah section can play that the your compar. Speaker 4 | 09:19 You know no paltan de LLaMA beta one of talk. Fabian Velez | 09:43 Calon Logo. Dilapia Conde Lamano Turday. Speaker 4 | 10:07 Jom man or the buses can take us will say man the silo the let up initial so I don't say so. And I go as young yeah you say and look at asan the high at the moment two zero not tell me the me no differently. Fabian Velez | 11:17 Save your toy for a second. But I no problem on internet. Yeah, you seem to travel, let's say acro. Wait. Sing called digital kongabits a hung up some sim cardupa ENA full interne dosa milit the yama the vasi. Speaker 3 | 12:00 Do you hear? So. Fabian Velez | 12:07 I have audio but I ke sale SARELA griega sale salesp sal dosemana botan talcideo EA full internet taw. Speaker 3 | 12:27 One. Fabian Velez | 13:19 Yeah. Ta one yes. Speaker 4 | 13:30 So yeah cooch yeah loganmazim has a faulianoch marela update tee ola and likepection hoka agra yaas than a necessity. The amol l fold K yay and mel BOA yellow do so no me I'm BO me I'm NB ata said lol. Home update. The Klodil inline tritium. The komoe contrado and m bl e sl at the a sl level. But that don't talk a moment. Fabian Velez | 14:10 Okay. Francisco gdmogo del pasabun Ontario where I tele and all. Them e cora the tabus is a reporter lanterioncisco to follow le Maria e lostunavelissimo a Juan Contasimento, the vetal contrato. Speaker 4 | 14:29 But I won't. But maybe I. Fabian Velez | 14:56 Yeah, no one. Seman do one. Amoha Seman Podo Yottamb Ever Dama Karaki. Juan Gonzale O Microsoft. Taginchano. Mogong st 1. Again. Yokoloda. Okay. Vaso. To. Speaker 3 | 16:21 But I went and like the finish on here you go. No, you don't want to finish on that kid. I don't want to basal an a top quantity. It's a. It's a ring long e can no level noleo s one moneys a conversation the baseload EL top one el top the l to sl the they are paying then when so you for our you know the areas you said I ammomo no not but the b people. But you're not able to go and say what inquire three of the is it. I have me. Fabian Velez | 17:34 Maybe. Take her. Pay. Speaker 3 | 17:37 At l as Aaron l base no sale bas my no attacking all the le no I see general to ca basal notamosakandunaga aruma the st alo it can infilmal it and on disclosure agreements. Fabian Velez | 18:14 And the eight. Speaker 4 | 18:17 So okay as a film member o okay c not entra and obamare a tribunal. Speaker 3 | 18:24 It like ethering why you know so low we ta me out. Yeah e say okay, I'm going for MB and you're handing me i' a designation of facility of additional facility called compreo with the aquat of Frankie keamo contale you as to mymo the rampan rap off. Included generation facility located around CA can be increased annual take-off pay, logistically initial taker pay quantity, time below it, go to configuration block and permanent as logistically possible. Loom perro EU poem you're not at a male for goog mask. There are issues there. Anything you got? You got it. Let the follow. Fabian Velez | 19:40 Permanent AC? Yes. Pipeline delivery system. Lokitarum. Speaker 3 | 20:13 Okay. Byra sa noaro I guitaron ioba al brescio EA filmmaker says in quta and one is this EI say. Speaker 4 | 20:30 I say no. Speaker 3 | 20:33 I prefer to say no. So, see, no, eastern ramp up hardly as I pull on the one. Is that a replacement fuel per market price. Fabian Velez | 21:17 My people, what I say that your local teleby okay zeroing arrangement egg osaqua the satibukanoagi the lakosak n bl gi but then course again we are okay. Let me out one tolling te CC loo for AC PI ca a bit tolling terms cheap. Speaker 4 | 21:36 Do you get for you learning? Yeah. Speaker 3 | 21:54 Agreement. Lo mina you have. Speaker 4 | 22:10 I get asa. Fabian Velez | 22:21 Yeah. Okay. But you're helping me. Under the contractual tolling arrangement complex. A lot of things are Young. Speaker 3 | 22:48 Am I at the I and does say you play and rampon. Fabian Velez | 22:55 Okay. Tamo ha. Speaker 4 | 23:04 Trip. Speaker 3 | 23:09 I on. Fabian Velez | 23:29 Look than Narangha eto loc okay ya to. Tacetta to Narangha and Loueo. Kefi and Yao. See. At. Speaker 4 | 24:03 Okay. I put your on to a em into a they called it in a lot to it in the. Fabian Velez | 24:08 S is going to be your left for. Speaker 3 | 24:17 And finish yours Los promos loaquantia lobro. He definitions that had toing. I remember a ramp on ramp off I derition lo hara and fenal forgelment contains thermo c. Is that definition temporal contino? Does a pretty go mechanism? The modification if the point as sto not to draft key concept included added a provision from the grass section have been added to above with gross res ble it huer. Fabian Velez | 26:19 Francisco braque podo loc prosim loqu pomojs and Miro in contratto. Evolution of island wide GAs sales agreement. Speaker 3 | 26:54 Be wander the wander. See themo breako preferazoc moo you twopend in the famo visa deliberately but moo ha but myself woman tongue and sht. Fabian Velez | 27:37 Nm hal and kefo tor heal paper sen keny so evolution of the island wide GAs sales mohammer at the ham totan to fland hi frank agita ama evolution of evolution are a multi evolution ata akita moa logo okay there embragetto. Speaker 3 | 27:42 He. My bo woman. Fabian Velez | 28:36 I be. Join mind. Okay, look, I kept one to the contaol Da ciocho. The tour in the. A multi cent power advocate palasad vi la fea the locallmmb. Speaker 3 | 29:28 The information m acanto or a do' an. Fabian Velez | 29:38 September okay the podel doorsi lo wafue on Arunian Clembo September 7th quarter an a he get a larnand by tenko sep bentiquato so noroymos el beintisino. Speaker 3 | 29:56 I you. Fabian Velez | 30:21 Hey. Benino. A defi. From a form b segi. A pain in way ant del milmb OR lin aa gasp aa and a free sofed by tin. We one or two? We have two. An opera te setember ses Roenta delarifi can no contal. Okay, so I so you call itify the F&B. Yeah, all of. Speaker 3 | 31:45 I better you it. Fabian Velez | 31:58 You are delayan. Speaker 3 | 32:01 That were lu I shouldn't bring your d on timeline meragi. So in September submitted initial draft contact for me when the received initial for me requesting clification went in. We can ador. Fabian Velez | 32:23 Okay. Okay, so team at tons Bybamari. Did that play? Speaker 3 | 32:30 Tell me if I don't get my. Fabian Velez | 32:32 Yes. Okay. L docu, CMB Oxo. Okay. Macucha, Joanno, Danda. Hi. Hello? Ana de Beli. Francisco. Frankie. Fra. Yata. Helgoo. Hi. Hello. Hello. Hello. Get. Holy. In. Theor. Speaker 3 | 39:18 31. Fabian Velez | 39:19 Okay. Miro a got to contact the timeline cause I'm on a clarification and procedure record. I'm not sure if I got the update. Andueva called to fetch the latest news. Yeah, the way up a sadden link in Microsoft. I have a lot of links in a point. Lobraga okay toma IRMBA so sa at the squo Segaki and Lahey October so okay Proximo October Socho pong a yo LM bl ll revis k. We are transmitting the revised draft of the agreement, which reflects the observations and recommendations discussed with the financial website. Please note that this is not a final version. The revisions contained here are aligned with the feedback from the F&B okay I okay. mquinones@recomspr.net | 40:43 Okay. [Laughter]. Fabian Velez | 40:54 Cl. Selecopaltio a revised draft of the agreement with FO &B observations. Speaker 3 | 41:05 I get any. Fabian Velez | 41:06 I never. With observations and recommendations. Speaker 3 | 41:46 Nine. Mama does home. Fabian Velez | 42:02 Yeah. A cleaner version of the agreement for your review. The panfimohe response. Speaker 3 | 42:26 Did I see? What? mquinones@recomspr.net | 42:26 Okay. Speaker 3 | 42:46 He GAs as a response. Fabian Velez | 42:54 Look paa k they have. There. You are I the albentiono secom FMBP 3 AE 3 ppo o. That you are a condo fellow on your bell. Speaker 3 | 43:39 October. 2025. How are we doing in AA? Fabian Velez | 44:34 They are Catillian Pultrait AGI. C albentiono fellow pra cuti conto NFE pri FO and B albentiono. Yeah, I am following our discussions the asun Clembo cl mmboro contrato the same that where we had it. Speaker 3 | 45:45 Mmh. Anything. Will. Speaker 4 | 45:51 You? mquinones@recomspr.net | 46:16 Again? Fabian Velez | 46:22 Can you hit it? A new fortress del ventiono gmtons LL. Beinti quaatro nohembia autodaft. By the way. Aa cel diciiocho apartel agreement semb your tolling agreement T&D co poll legged co tolling agreement. mquinones@recomspr.net | 47:36 Okay. Fabian Velez | 48:09 PO and by the industrial policy coming to soya. Can any other the MOU like ino see. Speaker 3 | 48:30 The. Remit. The. Qua. Fabian Velez | 48:37 A karasid in or c or okay on that I proceed point our frank that what you say cha ya opposite okay emtonses e nomonamento and tonces boy they be on positeloveno. As a result of the meeting, an updated version was transmitted to NF sao in tonses l be bequatroquoatro nohembiaum a unrivis version a Joanno sodra. You be on a tolling term she. It's an MBO and a nova. Speaker 3 | 50:50 I here. mquinones@recomspr.net | 51:45 Five. Fabian Velez | 51:49 Yeah, one, [Laughter]. Speaker 3 | 51:54 I Ham. Bed. Fabian Velez | 52:07 Go and see. So as a how long la the year with the casella fayo. I said okay. I got run up with at the Miro sa the function like tambiras. So the communa canalita canalito and the pasala lafayeo rafaea ke tempo rose SE wagatari from Laga Kagan. So eight year or you in nga noa in Negara laing town. Smooth like every contract in a law payer than moo. Speaker 3 | 52:48 Two nine. Fabian Velez | 52:57 That ta. Speaker 3 | 54:24 They was a para. Fabian Velez | 54:30 Posit and go there. Yeah but a cell. But a don't pa. Speaker 3 | 54:43 The two do not care a and commo look for my mother is go more. Fabian Velez | 55:11 Koanra yogananbu v lomi mo. Yeah ho no. My heart finan never are opposite t finan and the current state I yellow. Speaker 3 | 55:25 My friend. Yama con power rep you expectation the bed. Fabian Velez | 55:58 Okay, be elector one that right? Yes, Neo Roenta. Yeah, the toy dall toksitapo Maria Lapo and whatsa kombian urna Juan Gonzale no letmborgo Juan Rabio and dominuto damata Maria again, yeah, [Laughter]. Speaker 5 | 57:12 The I mean okay. Fabian Velez | 57:40 Theminal monu a centra. Yeah, lot number of the power, you know, on the tire. So a lot of the power on the tongue. KA songblis pa than lola see the so can hung that marella marila as a ami macao yeah and BL status a 1:10 min the minimum I photo finish just yeah okay camemavi sentanovaar n Francisco that I say yata Miro tari okay the hopsargonda can hitamohora arguante I don't know it. mquinones@recomspr.net | 59:11 When asked what's cooking. Yes, ma'amson. Okay, may I erita? Speaker 6 | 01:00:13 Are you. Speaker 5 | 01:00:14 Good morning very good. Speaker 6 | 01:00:15 Very good how are you? mquinones@recomspr.net | 01:00:18 I'm very fine thank you nice to see you again. Speaker 6 | 01:00:21 You as well thank you as well. Speaker 7 | 01:00:24 Bye. mquinones@recomspr.net | 01:00:27 I think I'm waiting on a swallow. Let me see if he's going to join shortly. One second, please. Speaker 3 | 01:00:33 Sure. Speaker 6 | 01:01:13 Did you guys get any of the storm in Puerto Rico? Speaker 5 | 01:01:18 Not. I mean, we had rainfall for the three days before it hit Jamaica, and the sea conditions weren't as good, but we didn't have any damages at all. Speaker 3 | 01:01:39 Yeah. Fabian Velez | 01:01:42 Good morning. mquinones@recomspr.net | 01:01:49 Allow me one more minute, because I'm not able to reach you. But love... If not, we can go ahead and start. One second, please. Speaker 6 | 01:01:56 Sure. mquinones@recomspr.net | 01:02:25 Okay, well, I wasn't able to reach him. I am, but we can move on. There's a lot of things we need to discuss, and we're going to move as quickly as we can to see if we can push this forward as fast as we can. We don't have the presence of AP3 legal counsel, and there are certain things that we're still going to need to go back and circle back with Prepa to understand if they're going to be willing to accept the terms and conditions proposed by our expectations. But there are several things that we would like to discuss with you beforehand to see if we can clear as much as we can out of the questions that we might have regarding some of the proposed terms and conditions by power expectations. So first thing that I want to know is can you see my screen? Speaker 6 | 01:03:11 Yes. mquinones@recomspr.net | 01:03:11 Okay, fantastic. Okay, so we'll go, we'll try to go as quickly as we can. I have made my notes on the margin of the contract. I would like to make all my comments so that at the end of this discussion, I can provide our expectations with the term sheet with the outstanding situation. So we can quickly circle that back to P3A and Pre and try to resolve this. Okay. So the first thing that I would like to discuss is that in the warehouse in the contract, we have provided a background of the 3,000 megawatt. Okay, obviously, when we issued this RFP, we issued it depending on the resolution that was submitted by the pre-reb authorizing the 800 megawatt. When we saw the proposed terms and conditions by Power, we contemplated the amounts in Agirre, the amount in Costasur, and the amount in Jabka. One of the things that we had on our to-do list was authorization for an increase in the megawatt because of the 3,000 MW. So we had already contemplated seeking for approval to incorporate this in the project that would allow for an increase in case Power got awarded for the full proposed megawatt. So the only thing that I'm doing is we, with respect to this, might be considered a material change, but we are going to seek authorization to include it to allow for more megawatts than the authorized and the RFP does that? Does that make Yes. Speaker 7 | 01:04:49 But the intent is not to increase the megawatts, it's basically just letting all our bankers and our financial people know that the system will be up and running between 6 and 8,000 hours. So, since it is in this part of the contract, there's no commitment from Power. It's just a regular statement. Okay, maybe, right? Speaker 6 | 01:05:18 It does what it does, Marie, it allows. So we have an approval of over $2 billion for this project, right? That has been allocated. So it lets the bank sleep well at night, especially if they're watching, right? Yesterday it was announced that PREPA was in a $600 million dollars deficit. That makes people nervous. So having something like that, I mean, we're doing and we're making an investment of over two and a half billion dollars into Puerto Rico, probably one of the biggest in history, if not in the top ten. So. I mean it. It's something that would make them more comfortable. mquinones@recomspr.net | 01:05:59 Okay, well, thank you for telling me that. It's great because I thought that what we're trying to do is if power gets awarded and maybe, obviously, this can serve both purposes, right? One is for the financial people to understand the necessity of Puerto Rico, and that this will definitely be a dispatch for you. The other is if power gets awarded more than the 800 authorizes in a resolution, then we have some background to establish the necessity. Speaker 6 | 01:06:27 Yeah. One of the things that were requirements that I believe in this project so much that we just paid $8 million for an insurance policy from Lloyd's. It's called the trade credit because of Prepa's history. So we're back now by Lloyd's for two billion dollars in case that Prepa can't pay our lenders. Our lenders, that was one of the requirements for this, but yes. So we're one hundred percent taking this extremely ser. mquinones@recomspr.net | 01:06:58 Okay, thank you. Okay, so here we're discussing the adjustment factor. And this adjustment factor, what I understand is that if you have any market price conditions altered, you reserve the right to change the price, am I right? Speaker 6 | 01:07:26 Hey. Yes. mquinones@recomspr.net | 01:07:37 Okay, so why? So, your contract with your LNG provider has this clause, so they are reserving the right. Even though you're contracting for a ten-year period, they still have a clause. Whereas, if certain market conditions happen, there will be a variable in price. Speaker 6 | 01:08:06 They do. But what we did, what our expectations were, we adjusted our prices. So, our final thing is that Sapphire is negotiating with us a fixed price at $10 a MBTU across the ten years. I'm 90% sure that they're going to give us the ten dollars, including our capital recovery and a ten-year fixed price, and we've baked that into our price. So to answer your question, we are on that right now. We should be closing that part of the deal today. mquinones@recomspr.net | 01:08:52 Okay. The implication of that negotiation would be that the adjustment factor will be eliminated from the contract, yes? Because in another clause, and I want to see how these two clauses interact together, you put a 2% power. Sorry, I just want to make sure that I have everything. Speaker 4 | 01:09:35 Okay. mquinones@recomspr.net | 01:09:36 Again, this is just to include. So that I have everything clear to include it in my terms sheet. Okay. So let's move on to three. Okay, I see that in the agreement, you have eliminated the cost of the sewer project and included DAWU Koa. Is this... So this specifically, you're eliminating the cost of the sewer, let's say that we don't get to negotiate with other contenders and that power would have the possibility to deliver to the sewer. Would you be able to deliver to the sewer and reincorporate the sewer to the contract? Speaker 6 | 01:10:12 Absolutely. We've had plans for the sewer. So from the beginning, we have our one liners and everything ready. We know the interconnection, we visited that site so we understand it. How close is it to the substation? Yes, so the answer is yes. mquinones@recomspr.net | 01:10:28 Okay, perfect. Let's discuss the next issue. So we incorporated a new term called COP, which is defined as the maximum power to which the generator set is capable of delivering continuously while supplying a constant electrical load when operated for an unlimited number of hours per year under the agreed operating conditions with the maintenance intervals I included. Do we have a threshold, and maybe this has something to do with the power generation definition? Yeah, there's no qual. Speaker 6 | 01:11:09 It's basically we have an estimate that we can run about 8,000 hours a year. After that, we have maintenance, right? We have to maintain the equipment and make sure that the equipment is constantly running. mquinones@recomspr.net | 01:11:31 Okay, this makes sense. Okay, so maybe we can tie it down to the power generation definition. Whereas we're establishing a 95% capability, and therefore, the 95% capability is subject to the COP, which is the maintenance intervals. Okay. So what I'm gonna do is for the generation definition or relate to the COP. Okay, we see no issue in this. Let's just go directly to my next comment. Okay? So it is my understanding that the demobilization fee was eliminated from the overall content, but the demobilization fee definition was inserted. So I just wanted to see if maybe this was an or. Speaker 6 | 01:12:27 So if all goes well, right? I mean, if everything is amazing, we finished out our contract. There is no demo fee. But if, say, Puerto Rico, the next administration comes in and says, "Hey, you got to go." We're at no fault. I got 800 MW of power generation that I have to remove from the island. How do I get that off? At my expense. So I mean, that's the reason why we added that. It just allows us to if it's something that's not our fault where right. mquinones@recomspr.net | 01:13:07 Well I get it, but then I don't see any demobilization fee number established in the contract. So we definitely... I know in the last conversations that we had with PREPA, they did not want to entertain a demobilization thing. We will circle back, discuss it with them. Last time, I believe that the demobilization was about $35 million. Speaker 6 | 01:13:32 Correct? Yes, okay, that's an actual number. Yes. mquinones@recomspr.net | 01:13:36 Okay, so there's no mention of that as to the contract. Fabian Velez | 01:13:38 [Laughter]. mquinones@recomspr.net | 01:13:40 So we're going to have to insert it at some point so we can put it in the term sheet and have a discussion back with PEB. Speaker 6 | 01:13:46 Okay. Speaker 7 | 01:13:48 Let me just make a comment. The. Just to be very clear that the mobilization fee will only be entertained if we're terminated for convenience, like before the end of the contract, right? So if we default on the contract, then there's a mobilization fee. If we don't get to the ten years, then there's none. I think it's explained down at some point where determination for convenience is described. So maybe down there I can look it up, but it's... And I'll get to the page. But we make some changes regarding that. Just to be very clear that we only would entertain the demortization fee should you guys terminate us beforehand. Now that being said, the language that we included basically is that, the parties will have to sit down and in good faith and negotiate that demortization fee so that 35 million marks is not even in play. Because let's say you cancel the contract next year, then the mobilization fee will be very high. But if you cancel the contract with no fault of ours on year 9, then the demortization fee is very small. So it all depends. During the term of the contract. At what point, you guys? I mean, Pray Power would terminate it for convenience. That's why we put the language that we have to have a sit down in good faith and negotiate a number at that point. mquinones@recomspr.net | 01:15:28 Okay, that makes sense. Well, so what I'm seeing because that was one of my other questions, I did not see a termination for convenience pricing. So you're tying the termination for convenience with the demolisation thing. So that learning is not incorporated. I think we're gonna have to put on our thinking caps and see what we can come up with so we can present to Brea and you can suggest to AA and Fredo, if you would like a language to those effects, and we can consider it or if you wish, we can... Once we have P3 legal counsel available, we can discuss together and see what that looks like to be able to be sent to Brea. Okay. And it's depending on the authorization work on language time termination for convenience. Speaker 7 | 01:16:27 We put a language on page seven. At least on my draft, it's page 17. mquinones@recomspr.net | 01:16:33 Let's go, let's check that out. Okay, so we are here in... I just don't want to get lost. We are in there. Okay, page 17, section eight. Speaker 7 | 01:16:47 Or section 3.1. mquinones@recomspr.net | 01:16:56 Sorry, this is 17, section 3.1, you say. Speaker 7 | 01:17:04 Yeah. mquinones@recomspr.net | 01:17:06 I have that in another page, let me. Speaker 7 | 01:17:09 Yeah, that's okay. mquinones@recomspr.net | 01:17:10 19. Okay, here we go. Articles and terms and conditions. Yeah. Speaker 7 | 01:17:16 So you have to go a little bit down. I think that's the wording. mquinones@recomspr.net | 01:17:22 Check it out. Okay, so let's read together. In the event that the buyer elects to terminate this agreement for reasons other than the default of the seller, such terminations shall be classified as a termination for convenience. The buyer is required to deliver a termination for convenience notice to the seller at least 90 days prior to the specified termination date. The notice must clearly specify the extent to which the seller is required to continue providing its services up to the termination for convenience date. For the TFC to become effective, all of the following conditions must be fulfilled on or before the termination date: the buyer must be current with all service payments and must not have any outstanding debts to the seller, and the parties must reach mutual agreement regarding the payment of a termination for convenience fee, which shall be negotiated in good faith and paid by the buyer prior to the termination for convenience date. Okay, so? Okay, so I'll take. I'll take this back to Huang and discuss it with him to see how we can incorporate the ramp-up where the ramp-up maybe ramped down in value depending on the amount of years when the contract would be terminated. Come back with a suggested language, then we'll do that. Thank you. Or were we. Speaker 7 | 01:19:08 The definition still? mquinones@recomspr.net | 01:19:10 Yeah. Speaker 7 | 01:19:11 On mine is page seven. mquinones@recomspr.net | 01:19:16 Okay, no, this was my comment. Okay, so here we see that we changed the deployment period from 60 to 90 to 150 days. And obviously, you're going to use a reasonable best efforts. Edie, you mentioned before that while you were up and running and you were capable of running on LNG, you would be running on diesel. Okay. So obviously, this definitely affects the timeline of the contract, which was one of the RFS that we have submitted on deployment and whether we could comply with the original set dates in the contract. Do you have... I remember speaking with you, and you mentioned that 150 days would be the worst-case scenario. So you were going to do a ramp-up situation. Whereas we will have some capacity available. Do you think that it's something that you could present and it doesn't have to be black and white, but what would you think the deployment process would be on megawatts capability. Speaker 6 | 01:20:30 Absolutely. And again, a lot of the things depend on... We've assembled a team for permitting. We've assembled it. I mean, I have to do transmission line studies, right? If Prepa doesn't, if Luma gives me a hard time, we have a company that's going to come in, an independent company to do that to run the four miles. So we're prepared to be able to meet that deadline. But I can get you a schedule, a mobilization schedule. mquinones@recomspr.net | 01:21:04 Yes. Okay, well, that would be very helpful. And how the diesel usage will be contemplated on that whole operation because, obviously, that's definitely going to be affecting the pricing. The diesel price is so much higher than the LNG that we need to have Prepa understand what that explosion. Speaker 6 | 01:21:23 Okay. And don't forget that the RNG operation can be up and running really quickly, right? So we have FSRUs that are in Texas, and these FSRUs are built specifically for the agri-site where it doesn't discharge any type of water. As a matter of fact, we're doing an environmental impact study right now. Okay, so we can get ahead of anything that happens because of the wildlife. So we've adjusted. These FSRUs used to not change the temperature of the water at all. They're environmentally friendly, they're recycling all the water, and they're made for a gear. So we can have that up and running very quickly. mquinones@recomspr.net | 01:22:11 Okay? Well, yeah, definitely. If you can give me a logistics plan towards the special at the beginning and the ramp-up, that would be great. Okay, I have put my little notes here. Speaker 7 | 01:22:27 And to be very clear, the agri-site facility is easier for us than Jaba. And that's why maybe we need a little bit more time. mquinones@recomspr.net | 01:22:39 Because we have to... Okay. Speaker 7 | 01:22:41 There's nothing there. mquinones@recomspr.net | 01:22:42 So you think so? The increase in time is probably because of the effect of having Jaba into the whole equation. Yeah. Speaker 6 | 01:22:49 Because. Okay, yeah, my biggest thing is it's a greenfield, right? And greenfield means there's never been any power. It's never been a power plant there. So basically, we have to do a transmission line study, and that's what's going to take long in the States. Transmission lines can take 60 days, 90 days in Puerto Rico. I don't know, maybe it's... So we've made sure that we've contacted the independent transmission company to come in and do the study. If Ma cannot... If we see that Ma cannot do it, we're prepared to have a company come in on our dime and take care of that study. mquinones@recomspr.net | 01:23:33 I have a question, and I'm sorry, because this is not my area. This is more technical. I have Miguel... He's not working today, but... So the logistics plan that you have on the LNG delivery to the port... Is that something that is still under consideration? Or the FSRU at the AGA site will substitute that operation. Speaker 6 | 01:23:53 Yeah, it's going FSRU straight to the GE. It saves us a ton of money. It's safer, and we don't have trucks going back and forth on the road. We know we're going to get a lot of pushback on that. So, we've decided that the FSRU builder in Texas has built FSRUs that recycle the water instead of dumping any water into that bay. mquinones@recomspr.net | 01:24:22 And this is something that you already presented, right? This is the logistics and introduction with the FSRU. I'm sorry. Speaker 6 | 01:24:29 It's okay. mquinones@recomspr.net | 01:24:31 Yeah sorry. This is Miguel's, okay? Thank you. So, it's the PO and distribution distribution. Fabian Velez | 01:24:37 Me? Our off [Laughter] but comfort no e tamaki the okay Dall Maria. mquinones@recomspr.net | 01:24:46 We go... Okay, let's go to topic numberion. Fabian Velez | 01:24:56 Juan González might be joining. Okay, Petrie. mquinones@recomspr.net | 01:25:00 Okay, better... Okay, that's fantastic. Okay, I'm going to have to take this back to PA. I see that you have introduced an excused event which is more than... The force majeure... And I don't know if we're going to be able to be more specific when we mention excused events, whether we're referring to specifics because I believe that it's going to be too open, and then anything could be considered an excused event. I don't know if you agree, Eddie, because we already have the provisions for force majeure. So we have to understand if maybe we are a little bit broader on the force majeure clause. But the excused events as we see it's basically open to anything. I know that we might have a little bit of pushback here. Okay, so I. Speaker 6 | 01:25:59 Maure is in place. I'm okay, I'm very flexible on this one. mquinones@recomspr.net | 01:26:04 Okay, with the excused events. Yes, okay, let's just... Well, I have one Gonzales mute at the mute. Fabian Velez | 01:26:10 Yeah, let me... Okay, I just submitted one. Okay. You're muted. Alright. Probably. You can continue until he fixes his. mquinones@recomspr.net | 01:26:43 Okay, yes, and okay, so I am going to. Fabian Velez | 01:26:43 [Laughter]. mquinones@recomspr.net | 01:26:51 Eddie, you know what would be good if, just to be able to harmonize it both parties' interests, is there anything in particular that you would like to be that you could consider to be unexcused events that are not considered in force majeure, that is necessary for you to introduce. Speaker 6 | 01:27:15 That's not in force majeure privile. mquinones@recomspr.net | 01:27:19 You don't. I mean, you don't have to answer right now. Maybe you want to circle back to your legal team. I do. Okay, circle back to your legal team. Because obviously, if they introduce excused events, there are some things that are obviously they worry about. So let's make sure that we have those and those don't come up later along the line that will delay the process. Okay. Speaker 7 | 01:27:43 Actually, Marie, if I may, regarding the adjustment factor, what I suggest is leave it out because I think it's going to create a lot of back and forth and then put the pressure on us so we can get our legal team to deal with the GAs provider, okay? Make sure that you leave it out and we get the pressure on solving that issue on our own. mquinones@recomspr.net | 01:28:13 Okay, well, I think that's the note that I put in there. I said that you were negotiating your agreement with Sapphire, and the adjustment factor is possibly to be eliminated. Speaker 7 | 01:28:28 You can eliminate it. mquinones@recomspr.net | 01:28:30 Okay. Speaker 7 | 01:28:31 We get the pressure on that. mquinones@recomspr.net | 01:28:43 Are you me, brother? I got lost again. No, yeah, I will eliminate it as soon as we're done because it's jumping from one comment to the other. It won't let me. Okay, let's go to my next comment. Okay. So here in liquidity damages, we were reading that you introduced a new section, a new sentence that says with respect to the liquidated down that set forth here in the buyer and seller agree that there is a reasonable forecast of actual damages and the harm caused by the breach is difficult to estimate. I was discussing this here with Rung. We don't really see any implications here, so I just wanted to discuss with you. Is there anything that I'm missing? Because I don't really think that. Speaker 6 | 01:29:48 Now you're good. I mean. mquinones@recomspr.net | 01:29:51 No, really, no material implications, right? I don't know if you want to define something broader. Speaker 6 | 01:29:57 No, we're good with it if you guys are okay with how it's worded there, we're good. mquinones@recomspr.net | 01:30:05 Okay, let's go to my next comment. Okay. So here we see that you introduced the figure of performance-based service contract, which means the agreement under which payment is contingent on service delivery and performance metrics rather than a fixed fee structure. Our impression was that this is a power purchase operating agreement. I don't know if that contravenes a performance-based service contract, but the power purchase and operating agreement is a commodity contract that can be defined as a commodity contract and a commodity contract is protected by the bankruptcy law. Therefore, in our initial assessment, we would like to see if this somehow... You understand that would contravene the issue. Whereas a commodity contract can be right-protected under a bankruptcy. Fabian Velez | 01:31:02 Yeah. mquinones@recomspr.net | 01:31:02 So again, we can go back and circle with our legal team and the implications, but I don't know if that would contravene the prepayment interest regarding that particular issue. Speaker 6 | 01:31:12 Okay, yeah, that's I guess. mquinones@recomspr.net | 01:31:14 Does that make sense? Speaker 6 | 01:31:15 Yes, it does. Speaker 3 | 01:31:17 Okay. mquinones@recomspr.net | 01:31:22 Full review with level of implications with bankruptcy. Okay, let's go to our next comment. Okay, so I think this comment has already been addressed. We will go back and discuss the... Where is our comment here? What is the termination for convenience fee? Okay, in this termination payment, that was our only comment. I think that already has been discussed. We have the definition on page 7, which we review and verify on a ramp-up, ramp-down, depending on the amount of years for the termination, et cetera. We can both work on that here. Atcom says it is the consequence of this estimate. Okay, so we see that you're putting language that says the buyer estimates a run time of 6,000 hours, but there is no consequence to that established estimate, right? We don't see that in the contract. There is no consequence to not being able to comply with the estimate, am I right? Speaker 6 | 01:32:43 Exactly. Speaker 7 | 01:32:43 You're right. Speaker 6 | 01:32:44 Okay? I know it's just to make the bankers sleep well at night. Okay, but there is no consequence to prepayment, and we understand that. mquinones@recomspr.net | 01:32:55 Okay, great. My next one... Okay, see here we see that the buyer will have the right to run TM5, the TM generation units using diesel fuel. The diesel and to supply TM units with diesel shall be supplied by the buyer. Pricing for this option is Exhibit B. When you say that we have the to led to. Speaker 6 | 01:33:28 One of the things that were in the RFP right is that we had to have a diesel option in case of a hurricane. If we have an FSRU, LNG has to be taken out. Okay, so if we're running on diesel, the diesel price I submitted in our proposal is slightly higher, but that will be just in case of an emergency or a hurricane or it. Yeah. mquinones@recomspr.net | 01:33:56 Okay, so these say so. So in a reasonable scenario, let's say that you have to take the FSRU because the ports are closed and you have to take it away, and the ports are open and you have to run on diesel. Braba has the opportunity to have them run on... Then that is subject to Exhibit B. Okay, yes. Okay, so here in this paragraph, it's particularly to the last sentence. This penalty shall constitute liquidated damages for such failure and serve as the seller's sole responsibility and the buyer's sole remedy for such have to circle that to prepa. Okay. Then and see if the answer... Okay. So here in this particularly, you in operational data and a little bit of readings we have... See it was eliminated the environmental compliance data verifying emissions limits and regulatory adherence based on EPA. Tanton. Okay. And this is complicated. I'll just give you an example. Recently, the Department of Roads got penalized for a hundred million dollars because of utilizing diesel. I don't know why. As was the one that ended up paying the penalty, but that's the way the government was structured. So when it comes to carbon tax, environmental laws and not being able to comply because I'm running on diesel, the government can be exposed to very high penalties for that. Reason now that I'm discussing with you, I think that we can try to see if PREPA would have said not eliminating it, but if the diesel is run because it is necessary and it's an issue whereas the SPREADPA needs it to run on diesel because there's a forward majority. The FSRU had to be taken away. Then maybe if they get taxed for those environmental, maybe pay it back. But it's something that operationally, Power Expectations is not able to supply the LNG and has to run on diesel, and the government of Puerto Rico is penalized for environmental to that effect. I think it would be reasonable for Power to pay it. I don't know how you would like to. Speaker 6 | 01:36:33 It would. But if you have, if you see the data right on the Agri plant EPA, you guys are using bunker fuel there, right? Yeah, the EPA has recommended that it was shut down this year. Okay? Those were London's findings. We found those findings. My plant, my operation being closed to that EPA, violated plan. All right? Gives me problems, okay? Because now, even if I'm compliant, because all the equipment that I'm using, for instance, enchanted equipment is regulated in California. We passed every stringent EPA. But now we have a power plant right next to our operation that's poisoning the air. Now I got to pay $100 million fine. So there has to be some type of wording to be able to protect us on. mquinones@recomspr.net | 01:37:31 I understand, Eddy. So what you're saying is where do you distinguish where the emissions are coming from in the site because you're both going to be there? And then you have the side. Speaker 6 | 01:37:43 And we have the EPA report on them as well. That was done in 2020 and 2020 and it was supposed to be shut down in 2025, but the high level of mercury and other toxins. mquinones@recomspr.net | 01:38:10 I can't see. Okay, so I'm Asana. Speaker 6 | 01:38:19 Thank you, Miro. mquinones@recomspr.net | 01:38:26 Okay. So this is the other close that kind of contrabands with the adjustment and Fabian Velez | 01:38:28 [Laughter]. mquinones@recomspr.net | 01:38:32 And so this is invoicing and payment, right? So we have for the ten-year term of the contract, the non-fuel operating and maintenance portion of the payment in Exhibit B will adjust manually by greater of one to 2 percent or 2. Can you explain how that clause, Eddie? Speaker 6 | 01:38:54 Well, it's very simple. The US dollar every single year is losing less value, right? Where we're losing about 1 to 2 percent monthly right now. And that's very dangerous. I combine less with my dollar. Just remember the Big Mac you bought when you were a child. Try to buy that same Big Mac at the same price. So here I have ten years. I don't want to raise the electricity. I know it's a big issue in Puerto Rico, but I need some type of... If I don't have an added cost if we convert it, where I won't give that added cost to Puerto Rico. As a matter of fact, on my 72 months is where I have my capital recovery date. 72 months. If I get to that date, right, then I don't need to use this clause. But for some crazy reason, the way things are going, inflation, I have to be able to adjust later in the term, but I'm always up for interpretation with this. If the prepper wants to somehow figure something out with us on that and run. mquinones@recomspr.net | 01:40:11 Do you have any questions regarding that? I'm a little bit lost in that particular no. Speaker 5 | 01:40:18 No, this is pretty much an inflationary precaution. Speaker 6 | 01:40:23 Right? Speaker 5 | 01:40:23 I under I understand. Speaker 4 | 01:40:33 Okay. mquinones@recomspr.net | 01:40:34 But so are we because we're eliminating the adjustment factors? So we're just leaving this particular... To the number one, the 2% correct? Perfect. Okay, go to that next. Okay, so here we have my comment. It's probably willing to accept this. Okay. So at such time the disputed amount is resolved, the buyer shall pay the amount within 15 days of resolution plus interest at the maximum rate of interest permitted by applicable law from the date of the original invoice to the date payment is made. We'll go back with WEBE and see if they're willing to accept this. Yeah. Okay, so here we have a big turnaround. So this is under the clause of termination, and the agreement may be terminated for causes of termination events if either party becomes a defaulting party by breaching its obligations under this agreement and fails to cure such breach within any applicable cure period, otherwise specified here in the C. Period should be deemed to be 24 hours, and you change it to 30 days. E or, in any event, such breach is not capable of being cured within 30 days. Such additional time should be allowed so long as the party is recently pursuing such cure unless otherwise specified. Hearing... I remember in the past having a discussion with the executive director, and I remember him saying that these are emergency contracts and that they do require a quick turnaround period. So the original provided was 24 hours. I think 30 days might be a little bit too long. What do you think we should getting. Speaker 6 | 01:42:31 I'm willing to meet in the middle, okay? I'm willing to do a 15-day cure. 30 is better, but I'm okay with fifteen. mquinones@recomspr.net | 01:42:57 Circle back with BPA and let's see what they're. Speaker 6 | 01:43:00 I'm okay with giving them 50. Yeah, I'm okay with 15 days. mquinones@recomspr.net | 01:43:04 Okay, sir. Again, here was my termination for convenience fee. Note: with this, it has been discussed, we can move on. Okay. So. Okay, I want to understand a little bit because I know that this is something that's going to be a reason of discussion. On our past agreement that we submitted to the Puerto Rico Energy Board, it was for a two-year contract with 2021 year extensions, and the contract provided to keep the units at the end of the contract term. Here we see that loss has been eliminated on a 10-year contract. What do you want me to be the answer to them? Speaker 6 | 01:43:54 If they want... If Puerto Rico wants to stay with the equipment, I have no problem as long as I'm paid fair market value for the equipment. This is equipment we're not putting, you know, Generac generators. We're putting in SGT 800. These things have a 30-year lifespan, six SGTs, so they're at one-third of their lifespan, they're worth something, right? So something reasonable is what we're asking, right? We can negotiate. mquinones@recomspr.net | 01:44:33 Yeah. So what I'm putting in, my comment is that if Puerto Rico wants to stay with the equipment, they can pay for the market value to keep the units. And obviously, we do not have a demobilization fee, which is actually the cost for this. They're saying right for it, you paid a dollar, you stayed with the units. If not, you paid the $35 million mobilization. Speaker 6 | 01:44:51 Yeah, absolutely. Puerto Rico can keep the units, and we go out to term. There is no demobilization fee. The only time that we want to execute the demobilization is if it's not our fault. They want us out and say next year in the third year, so that's the only thing that would pressure us to even go after any demobilization. mquinones@recomspr.net | 01:45:42 Sorry, I'm missing here. Yes, okay. This particular clause was a big issue in our negotiation with NFE, so the change in law clause and PERPA and P3A have not been accepted. They will not pay for the change in law. Again, this is a PPA, it's a different contract than what a right and LNG supply contract is. I but I go back. But I'll tell you that this was a big issue with that contract that was negotiated. And obviously, the resistance was not only on P3A, but it was on the FOMB. So obviously, this might be an issue that we need to discuss and maybe find some medium-term or that mid-language, which I don't know how it would look like, maybe having a percentage of the change in loan excess or something. Think about it with your legal team, Eddie. Speaker 6 | 01:46:57 But I can make that decision now. Yeah, I don't mind taking dual responsibility and change in law, okay? I don't mind that at all. I'm willing to. I just want to get to work, Marie. I don't want to keep going back and forth. Okay? mquinones@recomspr.net | 01:47:16 So when you say dual responsibility, what do you think at a 5050. Speaker 6 | 01:47:21 I can do a 50/50, Marie, and then pray to God that there is no change in law again. mquinones@recomspr.net | 01:47:27 Eddie, remember, I'm little Marie. I can't make suggestions, but I always have to go. I say go back to the big bus. Yeah, okay, and okay, so these are my comments on the contract, and you will receive a term sheet with all these costs and to do, and Ruwen, did you make some comments on the work that you were working on because everyone has been working on the term sheet? I don't have it here, but I made some comments on the last page of that term sheet of other material issues that I wanted to discuss with Power. They were not included in the contract, and I wanted to discuss them. I know that one was we need to have technical meetings with Eddie. Can I go ahead and coordinate those so we can discuss the interconnection and Well, I will be sending you updates for availability so we can sit down with Luma and verify the 2. Speaker 5 | 01:48:44 I didn't know if you opened the document, but if Brad's contractor and chartered ROG will be available to call and sign the contract. mquinones@recomspr.net | 01:48:56 Okay, perfect. Okay, yes, I opened it. I opened it. Yes, this is the document that we have been working on. We can send it back to all of you. These are the little other issues that we have to discuss. Okay, I open... Okay, so, yeah. Okay, yes, okay, this is a yes, and would I be able to contact Mrs. Yes, okay, the payment and performance bond. Eddie, you had mentioned some constraints. I think that this has already been addressed, but I just wanted to know if it would be a problem providing the permanent performance one. Speaker 6 | 01:49:37 Not at all. No, not at all. mquinones@recomspr.net | 01:49:43 I think this has been discussed, the estimated runtime for diesel, and can we discuss the commitments? I'm definitely on your logistics plan E for the ramp-up situation for the 150 days. Please include the diesel consumption so I can let them know. What? This economic exposure? Okay, yes, the LNG logistics are in place. You already told me this. It is for the SSRU again, right? Estimate the mobilization and definition. This is okay, done, and so... Okay, I see you have incorporated an extension term beyond the ten years, right, Eddie. Speaker 6 | 01:50:32 If I do a great job and you guys love me, I would love to stay. I love Puerto Rico. mquinones@recomspr.net | 01:50:37 Okay? But you did not. Only. Speaker 6 | 01:50:39 If you want... Only if you guys want. mquinones@recomspr.net | 01:50:41 It is always sunny. It is always sunny, except during hurricane season. Okay? I don't know if I saw what the extension turned into, please forgive me. I've been dealing with around six contracts this week. Did you provide a station time or did you leave it open? Speaker 6 | 01:51:00 I left it open. If you guys wanted me to stay, I would love to stay. I'm bringing my kids and grandkids down to Puerto Rico now, so. mquinones@recomspr.net | 01:51:10 Okay, so... Okay, I'll see if this is something that we can do, like an extension term available and open with no term. Absolutely. I don't know if it's right, but we'll circle back with Prep on that one and make sure that we have an answer for you shortly. Speaker 7 | 01:51:25 Is the extension discussed in 3.2 and it's pretty general? Yeah, it basically gives Prep all the discretion in the world. mquinones@recomspr.net | 01:51:38 Yeah. Speaker 7 | 01:51:40 So it's very simple. mquinones@recomspr.net | 01:51:41 Yeah, I just... I just want to know if you have anything in mind, and I just want to know if Prep can do that, like leave it open and subject to anything. I don't know. I don't know what's on there, right? So I just want to clear that if everything's okay, we're good to go. Speaker 6 | 01:51:56 Good. Thank you, guys. So you guys will be sending us something. mquinones@recomspr.net | 01:52:01 I guess, right? Yes, we're going to be sending you everything that we discuss today. Pending issues. Who's going to verify what? And we do have to circle back with Prep and verify certain other issues. Liability. Obviously, we're going to coordinate that technical meeting with Luma that's probably going to be held at our offices on the 11th floor probably next week. And so I have to verify when it's Okay. Speaker 7 | 01:52:33 One last question. What would be the timeline from now until we put a signature on that contract? mquinones@recomspr.net | 01:52:40 Well, we're trying to move as fast as we can. We committed to the Star and the board of Prepa to move as fast as we can once we finish the negotiations and everything is accepted. As you well know, there are no material changes to what was put out in the RFP. It doesn't have to go back to Prepa. So we have eliminated that requirement unless there are material changes to what was published in the RP, which I really don't see any material changes as has been discussed today. Right? So this will automatically immediately go to the press. Once the PREP approves, that goes to the FOMB, which has been following up on us. So they are waiting for us to submit this contract. And while it is with the FL and B, we're good to go. Remember, the burden on the interconnection and everything is on the proposal. So I don't see why they would have any restraints if the interconnection is not totally finalized. Speaker 7 | 01:53:46 You got it. mquinones@recomspr.net | 01:53:47 Okay, there's no risk towards PREP or any other. Well, that's my interpretation, right? Let's hope that PREP and FMB see it that way. Speaker 6 | 01:54:00 Absolutely. mquinones@recomspr.net | 01:54:01 Thank you. We'll try to move as fast as we can. Well, thank you both for your time. Speaker 6 | 01:54:06 We appreciate you. Thank you, Marie, thank you, Fabia, and a happy Juan, blast. Fabian Velez | 01:54:08 Thank you. Everybodyone. Speaker 6 | 01:54:10 Thank you guys. mquinones@recomspr.net | 01:54:11 Feel free to reach out if you need anything else. Thank you. Speaker 5 | 01:54:14 Have a good day. mquinones@recomspr.net | 01:54:15 You too. Bye.