FINAL DRAFTS TRANSACTION DOCUMENTS BETWEEN ...

FINAL DRAFTS TRANSACTION DOCUMENTS BETWEEN

ALCOA AND THE GOVERNMENT OF SURINAME

1. The Novation and Release Agreement

2. Framework Agreement including all schedules and annexes

3. The Bakhuis Development Program Agreement

Privileged and Confidential

PRIVILEGED AND CONFIDENTIAL

PROJECT BIRCH

F I N A L D R A F T S T R A N S A C T I O N D O C U M E N T S

T A B L E O F C O N T E N T S

DRAFT


2

PROJECT BIRCH – TABLE OF CONTENTS

# Item (reference) Document

NOVATION AND RELEASE AGREEMENT

0. Novation and Release Agreement Novation and Release Agreement

Schedule 1 – Recital B Guarantee Agreement

FRAMEWORK AGREEMENT

1. Framework Agreement Framework Agreement

Schedule 1 – Recital B Map of Concessions

Schedule 2 – Recital F Ownership Afobaka Hydroelectric Works and Paranam Refinery

Schedule 3 – Clause 5 Concession Release Overview

Schedule 4 – Clause 7Schedule 5 - Clause 79

O&M and Maintenance and Capital Expenditure Scope

AFOBAKA HYDROELECTRIC WORKS TRANSFER AND EXECUTION AGREEMENT

2. Afobaka Hydroelectric WorksTransfer and ExecutionAgreement

Afobaka Hydroelectric Works Transfer and Execution Agreement

Schedule 1 – Clause 3.2 Excluded Assets

Schedule 2 – Clause 3.3 Existing AHW Liabilities

Schedule 3 – Clause 4.2(a) Afobaka Hydroelectric Works Contracts

Schedule 4 – Clause 4.4 Equipment

Schedule 5 – Clause 4.5 Properties

ENVIRONMENTAL REMEDIATION AND REHABILITATION AGREEMENT

3. Environmental Remediation andRehabilitation Agreement

Environmental Remediation and Rehabilitation Agreement

Annex I – Clause 3.1 Environmental Remediation Scope of Work

Annex II – Clause 4.1 Rehabilitation Work Plan

SURALCO POWER PURCHASE AGREEMENT

4. Suralco Power PurchaseAgreement

Suralco Power Purchase Agreement

Schedule 1 – Clause 3.4 Delivery Points

Schedule 2 – Clause 4 Rate

Deed of Adherence

DRAFT


3

# Item (reference) Document

SURINAME POWER PURCHASE AGREEMENT

5. Suriname Power PurchaseAgreement

Suriname Power Purchase Agreement



TRANSITION SERVICES AGREEMENT

6. Transition Services Agreement Transition Services Agreement

Schedule 1 – Clause 2.1 Support Services

Schedule 2 – Clause 9 Suralco’s Computer Use Policy / Corporate Policy on acceptable computer use

BAKHUIS DEVELOPMENT PROGRAM AGREEMENT

7. Bakhuis Development ProgramAgreement

Bakhuis Development Program Agreement

Schedule 1 Statement of Work

Schedule 2 Bakhuis Concept Study Report Outline

* * *

DRAFT

Agreed form final draft

22 August, 2018

D R A F T

NOVATION AND RELEASE AGREEMENT

BY AND AMONG

ARCONIC INC.

AND

ALCOA WORLD ALUMINA LLC

AND

SURINAME ALUMINUM COMPANY, L.L.C.

AND

THE REPUBLIC OF SURINAME

[DATE], 2018

DRAFT


22 August, 2018

Novation Agreement Page 1 of 3 Agreed form final draft of 22 August, 2018

THIS NOVATION AND RELEASE AGREEMENT, is entered into as of [date] 2018, (collectively,

with the Schedules hereto, the "Novation and Release Agreement"),

BY AND AMONG:

(1) Arconic Inc, a corporation organized under the laws of the State of Delaware, the United

States of America ("Arconic");

(2) Alcoa World Alumina LLC, a limited liability company organized under the laws of the State

of Delaware, the United States of America ("AWA");

(3) Suriname Aluminum Company, LLC, a limited liability company organized under the laws of

the State of Delaware, the United States of America ("Suralco"); and

(4) the Republic of Suriname, a sovereign state, acting through its Ministry of Natural Resources

("Suriname"),

Arconic, AWA, Suralco and Suriname are sometimes referred to herein as the "Parties" and each

individually as a "Party".

WHEREAS:

(A) On January 27, 1958, Suriname and Suralco entered into an agreement regarding the

development and utilization of the hydropower potential of Suriname through the construction

of a dam and Hydroelectric Works at Afobaka in the District of Brokopondo and the

establishment of aluminum producing facilities in Suriname, capable of using power

generated by said Hydroelectric Works, for a period of 75 years, as amended on May 19,

1959 (the "Brokopondo Agreement").

(B) On January 27, 1958, Alcoa Inc., a corporation organized under the laws of the

Commonwealth of Pennsylvania, United States of America ("Arconic"), Suralco, and

Suriname entered into that certain Guaranty Agreement in which Arconic declared itself

guarantor for Suralco for the benefit of Suriname with respect to all of Suralco’s obligations,

including, without any exception, arising out of the Brokopondo Agreement (the "Guaranty

Agreement"). The Guaranty Agreement is attached to this Novation and Release Agreement

as Schedule 1.

(C) On November 1, 2016, Arconic completed the separation of its business into two independent,

publicly traded companies, namely Arconic and Alcoa Corporation, a corporation organized

under the laws of the State of Delaware, United States of America ("Alcoa"). Following the

separation, Alcoa holds, through one or more subsidiaries, the bauxite mining, alumina

refining, and hydroelectric assets in Suriname previously held by Arconic. More specifically,

Alcoa holds, through one or more subsidiaries, a 60% equity interest in AWA, and Alumina

Limited, a company independent of Alcoa and incorporated under the laws of the

Commonwealth of Australia, owns, through one or more subsidiaries, the remaining 40%

equity interests in AWA. AWA, in turn, owns 100% of the equity interest of each of Suralco

and Suralco’s joint venture partner N.V. Alcoa Minerals of Suriname (“AMS”), Suralco owns

100% of the Afobaka Hydroelectric Works, and Suralco and AMS currently own respectively

55% and 45% of the Paranam Refinery.

(D) On November 30, 2017, Arconic’s shareholders approved the reincorporation of Arconic as a

Delaware company which was effected on December 31, 2017, by merging the existing

company with a newly formed Delaware subsidiary which survived the merger and retained

the “Arconic Inc.” name following the reincorporation.

DRAFT


22 August, 2018


(E) Notwithstanding the separation and merger as set forth under recitals (C) and (D), Arconic

remained a party to the Guaranty Agreement and therefore the provisions and obligations of

the Guaranty Agreement continue to apply to Arconic.

(F) The Parties have agreed to AWA accepting and assuming all present and future obligations

under the Guaranty Agreement and the corresponding obligations specifically referred to

therein by way of transfer of contract from Arconic to AWA. Furthermore, in light of the

transfer of contract as set forth in the previous sentence, Suriname shall release Arconic as

further indicated in this Novation and Release Agreement.

(G) On [date], the National Assembly of Suriname authorized the Government of Suriname to

enter into this Novation and Release Agreement, together with the Schedules thereto and any

ancillary documents.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein

and for other good and valuable consideration, the receipt and sufficiency of which are hereby

acknowledged, the Parties agree as follows:

1 TRANSFER OF CONTRACT

Arconic, the transferor, irrevocably and unconditionally, transfers and assigns all of the rights

and obligations including all accessory rights it holds under the Guaranty Agreement to

AWA, the transferee, with immediate effect as of the date of this Novation and Release

Agreement by executing this Novation and Release Agreement. Pursuant to such assignment

and transfer the entire legal relationships of Arconic under the Guaranty Agreement with

Suriname are transferred by Arconic to AWA. Parties agree that all accessory rights under the

Guaranty Agreement will transfer concurrently to AWA by way of transfer of contract in

accordance with Surinamese law, and AWA hereby accepts such transfer, as a result of which

the entire legal relationship of Arconic with Suriname under the Guaranty Agreement is

transferred by Arconic to AWA (the "Contract Transfer").

2 RELEASE

Suriname hereby absolutely, unconditionally and irrevocably acknowledges, agrees and

confirms that all obligations and liabilities of Arconic and all claims, disputes and demands of

any nature against Arconic under or in connection with the Guaranty Agreement are hereby

waived and released forever. Arconic is hereby absolutely, unconditionally, irrevocably and

fully released and discharged from and against any and all obligations, liabilities, offsets,

claims, disputes and demands under or in connection with the Guaranty Agreement, known or

unknown, accrued or accruing, which are or may be payable or required to be paid, refunded,

reimbursed or performed prior to, on or after the date hereof (the "Release").

Each of Suriname and Suralco severally represent, warrant, and covenant that Suriname and

Suralco are the sole beneficiaries of the Guaranty Agreement, and each of Suriname and

Suralco severally represent, warrant, and covenant that such party has not and shall not assign

or convey any interests in the Guaranty Agreement to any other party.

3 COOPERATION BY SURINAME

Suriname in its capacity of counterparty of Arconic under the Guaranty Agreement, hereby

acknowledges and approves the Contract Transfer and the Release.

4 MISCELLANEOUS

4.1 Further Assurances

DRAFT


22 August, 2018


Each Party agrees, at the request of the other Party, to do everything reasonably necessary to

give effect to this Novation and Release Agreement, the Contract Transfer and Release

contemplated by it (including the execution of documents) and to use all reasonable

endeavours to cause relevant third parties to do likewise.

4.2 Costs and Expenses

In the event that Suriname incurs any third party expenses in relation to this Novation and

Release Agreement, it will notify Suralco in advance of incurring such expenses, following

which Parties will negotiate to what extent such costs will be incurred by Suralco.

4.3 Counterparts/Execution

This Novation and Release Agreement may be executed in three counterparts, each of which

shall be deemed an original, but all of which taken together shall constitute one and the same

document. Each signatory may deliver a signed copy of this Novation and Release Agreement

by fax or email and any such faxed or emailed copy shall be deemed to be an original.

This Novation and Release Agreement has been drawn up in both the Dutch and English

language, each of which shall collectively and separately constitute one and the same

agreement. In the event of a conflict between the English version and the Dutch version of

this Novation and Release Agreement, the Dutch version shall prevail.

5 GOVERNING LAW AND DISPUTE RESOLUTION

5.1 Applicable Law

This Novation and Release Agreement is governed by and shall be construed in accordance

with Surinamese law.

5.2 Language

A Dutch translation of this Novation and Release Agreement has been provided. In the event

of a conflict between the English version and the Dutch version of this Novation and Release

Agreement, the English version shall prevail.

5.3 Dispute Resolution

The Parties shall use commercially reasonable efforts to settle amicably any and all disputes,

controversies or claims (whether sounding in contract, tort, common law, statutory law,

equity or otherwise) arising out of or relating to this Novation and Release Agreement,

including any question regarding its existence or scope, the meaning of its provisions, or the

proper performance of any of its terms by either Party, or its breach, termination or invalidity

(each such dispute, controversy or claim, a "Dispute").

5.4 Arbitration

Any Dispute arising out of or in connection with this Novation and Release Agreement

(including questions in respect of the authority of the arbitrators) shall be finally settled by

arbitration in accordance with the rules of The Netherlands Arbitration Institute (Nederlands

Arbitrage Instituut). The arbitral tribunal shall be composed of three arbitrators appointed in

accordance with those rules. The place of the arbitration will be The Hague, the Netherlands.

The language of the arbitration shall be English. The arbitrators shall decide according to the

rules of law. The arbitral tribunal will not act as amiables compositeurs or ex aequo et bono.

DRAFT


22 August, 2018


[Signature page to follow.]

DRAFT


22 August, 2018

Novation Agreement Agreed form final draft of 22 August, 2018

IN WITNESS WHEREOF, this Novation and Release Agreement has been duly executed and

delivered as of the date first above written.

ARCONIC INC.

By:

Name

Title

ALCOA WORLD ALUMINA LLC

By:

Name

Title


By:

Name

Title


By:

Name

Title

DRAFT


22 August, 2018

Novation Agreement Agreed form final draft of 22 August, 2018

Schedule 1 - Recital (B)

Guaranty Agreement

DRAFT

DRAFT

DRAFT

DRAFT


22 August, 2018

D R A F T

FRAMEWORK AGREEMENT

BY AND AMONG


AND


AND

N.V. ALCOA MINERALS OF SURINAME

[DATE], 2018DRAFT

TABLE OF CONTENTS

Page

Framework Agreement i Agreed form final draft of 22 August, 2018

1 REFERENCES ......................................................................................................................... 3

2 AFOBAKA HYDROELECTRIC WORKS.............................................................................. 7

3 TERMINATION BROKOPONDO AGREEMENT; EXTERNAL

ENFORCEABILITY ................................................................................................................ 8

4 ENVIRONMENTAL REMEDIATION AND REHABILITATION ....................................... 9

5 CONCESSIONS ..................................................................................................................... 10

6 BREACH OF OBLIGATIONS; TERMINATION ................................................................. 10

7 INTERIM PERIOD ................................................................................................................ 11

8 RELEASE OF CLAIMS RELATING TO AFOBAKA HYDROELECTRIC WORKS ........ 12

9 MISCELLANEOUS ............................................................................................................... 12

SCHEDULES TO FRAMEWORK AGREEMENT

Schedule 1 – Recital B Map of Concessions

Schedule 2 – Recital F Ownership of Afobaka Hydroelectric Works and Paranam Refinery

Schedule 3 – Clause 5 Concession Release Overview

Schedule 4 – Clause 7 O&M and Maintenance and Capital Expenditure Scope

Schedule 5 – Clause 9 Deed of Adherence

ANNEXES TO FRAMEWORK AGREEMENT

Annex A Form of Afobaka Hydroelectric Works Transfer and Execution Agreement

Annex B Form of Environmental Remediation and Rehabilitation Agreement

Annex C Form of Suralco Power Purchase Agreement

Annex D Form of Suriname Power Purchase Agreement

Annex E Form of Transition Services Agreement DRAFT


22 August, 2018

Framework Agreement 1 of 18 Agreed form final draft of 22 August, 2018

THIS FRAMEWORK AGREEMENT, is entered into as of [date] 2018 (collectively, with the

Annexes and Schedules hereto, the "Framework Agreement"),

BY AND AMONG:

(1) the Republic of Suriname, a sovereign state, represented by the Minister of Natural Resources

("Suriname");

(2) Suriname Aluminum Company, L.L.C., a limited liability company organized and existing

under the laws of the State of Delaware, United States of America, with its business address

at Van 't Hogerhuysstraat 13, Paramaribo, Suriname ("Suralco"); and

(3) N.V. Alcoa Minerals of Suriname, a public company with limited liability, organized and

existing under the laws of the Netherlands, having its statutory seat at The Hague, the

Netherlands, with its business address at Van 't Hogerhuysstraat 13, Paramaribo, Suriname

("AMS"),

Suriname, Suralco and AMS are sometimes referred to herein collectively as the "Parties" and each

individually as "Party".

WHEREAS:

A. On January 27, 1958, Suriname and Suralco, a subsidiary of Aluminium Company of

America Inc., a Commonwealth of Pennsylvania, United States of America, company ("Alcoa

Inc.") entered into an agreement regarding the development and utilization of the hydropower

potential of Suriname through the construction of a dam and Hydroelectric Works at Afobaka

in the District of Brokopondo and the establishment of aluminum producing facilities in

Suriname, capable of using power generated by said Hydroelectric Works, for a period of 75

years, as amended on May 19, 1959 (the "Brokopondo Agreement").

B. Pursuant to the Brokopondo Agreement, ancillary documents thereto, and other ‘concession’

documentation Suralco and AMS have been granted concessions to explore and mine bauxite

in Suriname as follows, as indicated on the map attached to this Framework Agreement as

Schedule 1:

(i) in the District of Para: DA, DB, DC, DD, Onverwacht, KKN, North of (1b), A, B, D,

1a, 1b, 1c, 1d, 2, 3, 4, 5, 6, 7, 8, 9, 10 and 11;

(ii) in the District of Commewijne: C, C1, C2, Caramacca and Rorac;

(iii) in the District of Marowijne: C3 and Marowijne; and

(iv) in other areas: Brownsberg, C4, C5, C6 and C7 (collectively the "Concessions").

C. On January 27, 1958, Suriname, Alcoa Inc. and Suralco entered into a guaranty agreement in

which Alcoa Inc. declared itself guarantor for Suralco for the benefit of Suriname with respect

to all of Suralco’s obligations, including, without any exception, arising out of the

Brokopondo Agreement (the "Guaranty Agreement").

D. On November 21, 1966, Suriname and Suralco entered into a power agreement concerning

the delivery by Suralco to Suriname of electrical energy generated by the Afobaka

Hydroelectric Works (the "Power Agreement").

E. On September 16, 1999, Suriname and Suralco entered into another energy agreement

relating to the delivery of additional energy to Suriname from the Afobaka Hydroelectric

Works (the "Energy Agreement").

DRAFT


22 August, 2018


F. On November 1, 2016, Alcoa Inc. completed the separation of its business into two

independent, publicly traded companies, namely Alcoa Corporation, a corporation organized

under the laws of the State of Delaware, United States of America ("Alcoa") and Arconic Inc.,

previously Alcoa Inc. ("Arconic"). Following the separation, Alcoa holds, through one or

more subsidiaries, the bauxite mining, alumina refining, and hydroelectric assets in Suriname

previously held by Arconic. More specifically, Alcoa holds, through one or more subsidiaries,

a 60% equity interest in Alcoa World Alumina LLC, a limited liability company organized

under the laws of the State of Delaware, the United States of America ("AWA"), and

Alumina Limited, a company independent of Alcoa and incorporated under the laws of the

Commonwealth of Australia, owns, through one or more subsidiaries, the remaining 40%

equity interests in AWA. AWA, in turn, owns 100% of the equity interests of each of Suralco

and AMS, Suralco owns 100% of the Afobaka Hydroelectric Works, and Suralco and AMS

own respectively 55% and 45% of the Paranam Refinery, each as depicted in Schedule 2.

G. In January 2017 Alcoa decided to permanently close its Paranam Refinery and bauxite mines

in Suriname, which have been fully curtailed since November 2015.

H. The Parties agree to terminate the Brokopondo Agreement before its expiration date and to

transfer the Afobaka Hydroelectric Works to Suriname, subject to the terms and conditions of

this Framework Agreement and the Transaction Documents.

I. To address environmental issues, rehabilitation and other like issues related to and arising out

of past mining and refining operations, Suralco and AMS commit to undertake various

decommissioning, closure, remediation, reclamation and environmental clean-up projects in a

manner and to the extent as set forth in this Framework Agreement and the Environmental

Remediation and Rehabilitation Agreement (as defined below).

J. The Parties agree that Suralco will supply power to Suriname pursuant to a power purchase

agreement that replaces and supersedes the Power Agreement and the Energy Agreement

(the "Suriname Power Purchase Agreement"), subject to the terms and conditions of such

agreement and this Framework Agreement.

K. The Parties agree that, from the Transfer, Suriname will supply power to Suralco pursuant to

a power purchase agreement to be entered into on the Transfer (as defined below)

(the "Suralco Power Purchase Agreement"), subject to the terms and conditions of such

agreement and this Framework Agreement.

L. In light of the aforementioned, the Parties wish to set out their agreement on these and other

matters, including:

(i) the early termination of the Brokopondo Agreement, the incorporation of certain of its

provisions in this Framework Agreement, and the Parties acknowledgement that the

Framework Agreement shall have External Enforceability (as defined in this

Framework Agreement);

(ii) (interim) arrangements for: (i) the supply of power by Suralco to Suriname during the

period between the date of this Framework Agreement and the Transfer; (ii) the

transfer of the Afobaka Hydroelectric Works Assets and the Afobaka Hydroelectric

Works Liabilities from Suralco to Suriname; and (iii) the supply of power by

Suriname to Suralco from the transfer of the Afobaka Hydroelectric Works Assets

and the Afobaka Hydroelectric Works Liabilities;

(iii) the performance of certain environmental remediation, rehabilitation and

environmental clean-up activities by Suralco and AMS;

DRAFT


22 August, 2018


(iv) the termination of the Concessions granted pursuant to or in accordance with the

Brokopondo Agreement, ancillary documents thereto and any other ‘concession’

documentation; and

(v) certain assistance and advice by Suralco to Suriname during a period of one (1) year

prior to the Transfer Date and the provision of further transition services for a

minimum of six (6) months and a maximum of one (1) year following the Transfer.

M. On [date], the National Assembly of Suriname authorized the Government of Suriname to

enter into: (i) the Transaction Documents and any other ancillary documents; and, (ii) that

certain Novation and Release Agreement, pursuant to which AWA accepts and assumes all

present and future obligations from Arconic under the Guaranty Agreement, by way of

transfer of contract in accordance with Surinamese Law (the "Novation and Release

Agreement").

N. Following the authorization as set forth under Recital M above, on the date of this Framework

Agreement, Arconic, Suralco, AWA, and Suriname entered into the Novation and Release

Agreement.

O. Suriname has satisfied all outstanding receivables due and owing to Suralco under the Power

Agreement and the Energy Agreement.




1 REFERENCES

1.1 Definitions

The following terms shall have the meanings following thereafter:

"Affiliate" means, with respect to a Party, any Person at any time controlling, controlled by or

under common control with, such Party. The term 'control' as used in this definition shall

mean the legal, beneficial or equitable ownership, directly or indirectly, of more than 50% of

the aggregate of all voting equity interests in such entity;

"Afobaka Hydroelectric Works" means the main dam, secondary dams and dikes and its

surroundings (as part of the Concessions), the bridge at the discharge side of the main dam,

the Afobaka airstrip, the spillways, the intake works and penstocks, the Afobaka powerhouse

complete with generating and accessory equipment, the tailrace, the transforming and

switching equipment at the Afobaka powerhouse, the high tension transmission lines from the

Afobaka powerhouse to the Paranam Switchyard, communication and control equipment

necessary to the servicing and operation of the Hydroelectric Works, the operators' villages

near the powerhouse, the non-public roads built specially to service the Hydroelectric Works,

the well water system, the recreational facility and surrounding land, the Tiemba dock and

parking area, the section of MSY at Paranam, the military barracks, the maintenance store, the

landfill, quarry A/B discharge lake of the turbine and the switching yard for the villages and

the recreational facility;

"Afobaka Hydroelectric Works Assets" has the meaning set forth in the Afobaka

Hydroelectric Works Transfer and Execution Agreement;

"Afobaka Hydroelectric Works Liabilities" has the meaning set forth in the Afobaka

Hydroelectric Works Transfer and Execution Agreement;

DRAFT


22 August, 2018


"Afobaka Hydroelectric Works Transfer and Execution Agreement" means the Afobaka

Hydroelectric Works Transfer and Execution Agreement, dated as of the date hereof, by and

among Suriname, Suralco and AMS, substantially in the form attached hereto as 0;

"Alcoa" has the meaning set forth in Recital F;

"Alcoa Inc." has the meaning set forth in Recital A;

"AMS" has the meaning set forth in the preamble to this Framework Agreement;

"Arconic" has the meaning set forth in Recital F;

"Assigned Agreements" has the meaning set forth in Clause 9.6(b);

"AWA" has the meaning set forth in Recital F;

"Breach" means a breach by a Party of an obligation under the Transaction Documents;

"Brokopondo Agreement" has the meaning set forth in Recital A;

"Business Day" means a day (other than a Saturday or Sunday) on which banks are open for

normal business in the Netherlands and Suriname;

"Claims" means any claim made by a Third Party relating directly or indirectly to the

Concessions, Transaction Documents and/or the subject matter thereof;

"Concessions" has the meaning set forth in Recital B;

"Damages" means a Party’s incurred direct costs and expenses to be determined in

accordance with article 6:96 of the Dutch Civil Code, excepting, however, any costs and

expenses that are indirect, consequential (including lost profits) or unforeseeable to a

breaching party at the time of its breach;

"Dispute" has the meaning set forth in Clause 9.14(a);

"Energy Agreement" has the meaning set forth in Recital E;

"Environmental Laws" means any stipulation from (i) Mining Act of 8 May 1986, SB 1986

no. 28; (ii) Hindrance Act of 27 December 1929, G.B. 1930 no. 64 and revised in G.B. 1943

no. 119, G.B. 1944 no. 57, G.B. 1944 no. 153, G.B. 1972 no. 96, S.B. 2001 no. 63; and

(iii) any and all other Laws or other mandates, requirements, proscriptions or prescriptions of

any kind, whether current or future, of a Government Authority having jurisdiction over the

matter, relating in any way to the generation, transportation or disposal of waste materials; the

contamination, reclamation, or protection of the environment or environmental media (air,

surface water, ground water, soil), or protection of natural resources and habitats, including

without limitation, those relating to emissions, discharges, releases or threatened emissions,

discharges or releases to, on, or into the environment of, or exposures or threatened exposures

to, any substance that could negatively impact environmental media;

"Environmental Remediation and Rehabilitation Agreement" means the Environmental

Remediation and Rehabilitation Agreement, dated as the date hereof, by and among Suriname,

Suralco and AMS, substantially in the form attached hereto as Annex B;

"External Enforceability" has the meaning set forth in Clause 3.2;

DRAFT


22 August, 2018


"Framework Agreement" has the meaning set forth in the preamble to this Framework

Agreement;

"Government Authority" means any supranational governmental commission, council,

directorate, court (established by Law), trade agency, regulatory body or other authority, or

any national government, any legislature, any political subdivision of a national government

or of any state, county, province or local jurisdiction therein, or any agency or instrumentality

of any such government or political subdivision, to the extent it has or claims jurisdiction;

"Guaranty Agreement" has the meaning set forth in Recital C;

"Law" means any international, federal, national (including, without limitation, U.S. state

and/or federal law), state, provincial or local law, regulation, rule, statute, ordinance, Order,

permit, or treaty, or any other legal requirement;

"Material Unforeseen Capital Expenditure" has the meaning set forth in Clause 7(d);

"Nominee Company" has the meaning set forth in Clause 9.6;

"Non-Mined Areas" has the meaning set forth in Clause 5.2(a);

"Notice" has the meaning set forth in Clause 9.1(a);

"Novation and Release Agreement" has the meaning set forth in Recital M;

"Order" means any order, administrative order, injunction, judgment, decree, ruling,

assessment, or arbitration award of any Government Authority or arbitrator;

"Parties" has the meaning set forth in the preamble to this Framework Agreement;

"Person" means any individual, corporation, entity, limited liability partnership, limited

liability company, partnership, joint venture, association, joint stock company, trust,

unincorporated organization or government;

"Power Agreement" has the meaning set forth in Recital D;

"Proceeding" means any action, arbitration, mediation, audit, hearing, investigation, litigation,

or suit (whether civil, criminal, administrative, judicial, or investigative) commenced, brought,

conducted, or heard by or before or otherwise involving, any Government Authority or

arbitrator;

"Release" has the meaning set forth in Clause 4.2;

"Representative" means any director, officer, employee, advisor, accountant or other agent

of the Party and/or Affiliates concerned;

"Suralco" has the meaning set forth in the preamble to this Framework Agreement;

"Suralco Power Purchase Agreement" has the meaning set forth in Recital K, substantially

in the form attached hereto as Annex C;

"Suriname" has the meaning set forth in the preamble to this Framework Agreement;

"Suriname Power Purchase Agreement" has the meaning set forth in Recital J, substantially

in the form attached hereto as Annex D, to be entered into by and between Suralco and

Suriname simultaneously with the execution and delivery of this Framework Agreement;

DRAFT


22 August, 2018


"Third Party" means a Person who is not a Party;

"Transaction Documents" means the Framework Agreement, the Afobaka Hydroelectric

Works Transfer and Execution Agreement, the Environmental Remediation and

Rehabilitation Agreement, the Suralco Power Purchase Agreement, the Suriname Power

Purchase Agreement, the TSA and all Schedules and Annexes thereto;

"Transfer" has the meaning set forth in Clause 2.1;

"Transfer Date" has the meaning set forth in Clause 2.3;

"Treaty" means the Agreement on Encouragement and Reciprocal Protection of Investments

between the Kingdom of the Netherlands and the Republic of Suriname, entered into force on

September 1, 2006;

"TSA" means the Transition Services Agreement, substantially in the form attached hereto as

Annex E, to be entered into by and between Suralco and Suriname prior to or ultimately on

the Transfer, pursuant to which Suralco will provide on a temporary basis back office

transition services; and

"USD" means United States Dollars.

1.2 Capitalized Terms

Capitalized terms shall have the meaning ascribed to them in Clause 1.1 hereof or as

otherwise defined at that place in this Framework Agreement or as required by the context.

1.3 Rules of Construction

(a) Singular, plural and gender. Whenever the context requires, words in the singular

shall be held to include the plural and vice versa, and words of one gender shall be

held to include the other gender as the context requires.

(b) Document format. The provision of a table of contents, the division into Clauses and

other subdivisions and the insertion of headings are for convenience of reference only

and shall not affect or be utilized in construing or interpreting this Framework

Agreement. All references herein to the terms "Clause", "Schedule" and "Annex" are

references to the Clauses, Schedules and Annexes to this Framework Agreement

unless otherwise specified.

(c) Recurring words. The words "include", "includes", "including" and words of similar

import when used in this Framework Agreement mean "including, without limitation"

unless otherwise specified. The words "hereof", "herein", "hereby", "hereto", and

derivative or similar words when used in this Framework Agreement refer to this

entire Agreement, including the Schedules and Annexes, and not to any particular

provision of this Framework Agreement. The term "any" means "any and all". The

term "or" shall not be exclusive and shall mean "and/or". The word "extent" in the

phrase "to the extent" shall mean the degree to which a subject or other thing extends,

and such phrase shall not mean simply "if".

(d) References to Person. References to any Person include such Person's successors and

permitted assigns.

(e) References to Law. References to "applicable" Law or Laws with respect to a

particular Person, thing or matter mean only such Law or Laws as to which

DRAFT


22 August, 2018


Government Authority that enacted or promulgated such Law or Laws has

jurisdiction over such Person, thing or matter. Unless otherwise expressly provided

herein, references to any statute, rule, regulation or form, including in the definition

thereof, shall be deemed to include references to such statute, rule, regulation or form

as amended, modified, supplemented or replaced from time to time, and in the case of

any statute include any rules and regulations promulgated under such statute, and all

references to any section of any statute, rule, regulation or form include any successor

to such section.

(f) Calculating period of time. When calculating the period of time before which, within

which or following which any act is to be done or step taken pursuant to this

Framework Agreement, the date that is referenced in the beginning or at the end of

the calculation of such period will be excluded; if the last day of any period

referenced herein is a non-Business Day, the period in question will end on the

succeeding Business Day.

(g) Reference to days and writing. References to "days" mean calendar days unless

Business Days are expressly specified. References to "written" or "in writing" include

in electronic form.

(h) Take all reasonable actions necessary. Whenever this Framework Agreement refers to

"take all reasonable action necessary" or similar terms, this means that each relevant

Party shall grant powers of attorney, execute documents, take all (other) lawful steps

that are within its power and use all voting rights and other powers of control

available to it, including instructing its Representative(s), nominee(s) or designee(s),

as the case may be, on each board meeting and on any committee to take any and all

reasonable action within its power to procure the relevant matter.

2 AFOBAKA HYDROELECTRIC WORKS

2.1 Transfer

Subject to, and in accordance with, the terms and conditions of this Framework Agreement

and the Afobaka Hydroelectric Works Transfer and Execution Agreement, Suralco shall

transfer free of charge the Afobaka Hydroelectric Works to Suriname in its current operating

condition on an "as is, where is" basis and Suriname shall accept the Afobaka Hydroelectric

Works and assume all of the Assets and Afobaka Hydroelectric Works Liabilities arising out

of or relating to the Afobaka Hydroelectric Works and its operations as further indicated in

the Afobaka Hydroelectric Works Transfer and Execution Agreement, whether occurring

before, on or after the Transfer Date (the "Transfer").

2.2 Release from Obligations and Liabilities

The Transfer shall be subject to the release by Suriname, as also included in the Afobaka

Hydroelectric Works Transfer and Execution Agreement, of Suralco, AMS and their

respective Affiliates and Representatives, from any and all obligations and liabilities arising

out of or relating to the Afobaka Hydroelectric Works, the lands on which it is built, including

with respect to the design, building and maintenance of the Afobaka Hydroelectric Works,

power producing equipment and appurtenances thereto and with respect to any applicable

Environmental Laws or the condition of land or its past, present or future operations, whether

arising before, on or after the Transfer Date.

DRAFT


22 August, 2018


2.3 Transfer Date

The Transfer shall occur on December 31, 2019 (the "Transfer Date"). The Parties will enter

into the Afobaka Hydroelectric Works Transfer and Execution Agreement simultaneously

with the execution and delivery of this Framework Agreement.

2.4 Suriname Power Purchase Agreement

On the day of execution of this Framework Agreement, Suriname and Suralco will execute

the Suriname Power Purchase Agreement and perform any and all actions reasonably

necessary to implement the terms thereof.

2.5 Suralco Power Purchase Agreement

On the Transfer Date, Suralco and Suriname will execute the Suralco Power Purchase

Agreement and perform any and all actions reasonably necessary to implement the terms

thereof.

3 TERMINATION BROKOPONDO AGREEMENT; EXTERNAL ENFORCEABILITY

3.1 Termination Brokopondo Agreement

Upon the occurrence of the Transfer, all provisions of the Brokopondo Agreement shall

automatically terminate.

3.2 External Enforceability

Suriname agrees and shall procure that through acceptance and approval of the Transaction

Documents and any documents ancillary thereto by Suriname and the National Assembly of

Suriname, the Transaction Documents shall have external enforceability which shall include

that, in the case of a conflict between what is set forth in the Transaction Documents and

ancillary documentation and the contents of any current and future Law, such Law shall not

apply to the extent necessary to allow for the due performance of the obligations and

commitments of the Parties under this Framework Agreement, and future changes in the Law

shall not limit Suralco’s and/or AMS’ rights or expand Suralco’s and/or AMS’ obligations

under the Transaction Documents towards Suriname or towards any Third Parties ("External

Enforceability").

3.3 Laws, Orders and Proceedings

(a) Suriname hereby irrevocably and unconditionally represents and warrants that at the

date of this Framework Agreement there has not been and there is not any Law, Order

and/or to the best knowledge of Suriname (pending) Proceeding, which Law, Order

and/or Proceeding challenges, or could have the effect of preventing, delaying,

making illegal, imposing limitations or conditions on, expanding the obligations or

commitments of, or otherwise interfering with, the Framework Agreement, including,

without limitation, the External Enforceability. Suralco hereby irrevocably and

unconditionally represents and warrants that to the best of its knowledge at the date of

this Framework Agreement there has not been and there is not any (pending)

Proceeding which could have the effect of preventing, delaying, making illegal,

imposing limitations or conditions on, expanding the obligations or commitments of,

or otherwise interfering with, the Framework Agreement.

(b) In the event that there is at any time any Claim, Law, Order and/or (pending)

Proceeding, or any directly or indirectly related Claim, Law or Order made in

DRAFT


22 August, 2018


execution or furtherance of that Judgment) that challenges or has the effect of

preventing, delaying, making illegal, imposing limitations or conditions on,

expanding the obligations or commitments of, or otherwise interferes with, the

Framework Agreement, including, without limitation, the External Enforceability,

(i) Suralco, AMS and/or any of their Affiliates shall not be obliged to perform any

actions in relation to such Claim, Law, Order and/or Proceeding other than those

actions that have been specifically agreed in this Framework Agreement; (ii)

Suriname shall take all actions necessary, and at the request of Suralco and/or AMS,

execute and deliver any further instruments or documents and take all such further

actions for Suriname’s own risk and account, as Suralco and/or AMS may reasonably

request, to ensure that Suralco and AMS can fully consummate their rights under this

Framework Agreement, without limiting or expanding Suralco’s and/or AMS’

obligations under this Framework Agreement towards Suriname and/or towards any

Third Parties; and (iii) Suriname hereby agrees to indemnify, defend and hold

Suralco, AMS and/or any of their Affiliates harmless for and against any liability,

cost and/or penalty resulting for Suralco, AMS and/or any of their Affiliates from any

claims made by Third Parties, in their own right or on behalf of any collective or

diffuse right, which claims relate to: (a) activities where Suralco and/or AMS have

been granted one or more Concessions and Suralco and/or AMS have acted within the

scope and limits of such Concessions; and (b) Suralco and/or AMS have performed

the obligations under the Environmental Remediation and Rehabilitation Agreement.

For the avoidance of doubt, the indemnity in the previous sentence shall not cover

any Third Party claims resulting from activities by Suralco and/or AMS, other than

described in Clause 3.3(b)(iii).

4 ENVIRONMENTAL REMEDIATION AND REHABILITATION

4.1 Environmental Remediation and Rehabilitation Agreement

Suralco and AMS will remediate and otherwise address specific environmental conditions

resulting from its mining, refining and related operations as provided in the terms and

conditions of the Environmental Remediation and Rehabilitation Agreement, this includes

environmental remediation for unknown conditions relating to the matters set out in Annex 1

that are shown to have been caused by Suralco activities. The Environmental Remediation

and Rehabilitation Agreement includes Suriname's agreement to take all necessary or

reasonably requested actions to facilitate Suralco with its remediation efforts, including with

respect to permits, approvals, access-rights and other related matters. Parties will enter into

the Environmental Remediation and Rehabilitation Agreement simultaneously with the

execution and delivery of this Framework Agreement.

4.2 Environmental Release

As set out more fully in the Environmental Remediation and Rehabilitation Agreement, when

the Matter Closure Report becomes final in accordance with the Environmental Remediation

and Rehabilitation Agreement, the release by Suriname of Suralco, AMS and AWA and their

respective Affiliates and Representatives from any and all obligations and liabilities arising

out of or relating to Environmental Laws, the past, current or future condition of the land or

past, present or future operations on the land, shall become effective in accordance with the

terms and conditions of the Environmental Remediation and Rehabilitation Agreement

(the "Release").

DRAFT


22 August, 2018


5 CONCESSIONS

5.1 Termination of Concessions

Subject to the rights and obligations of Suralco set out herein, the Concessions, as listed in

Schedule 3, are hereby revoked.

For the purpose of the performance of the environmental remediation, rehabilitation and

reclamation as set forth in the Environmental Remediation and Rehabilitation Agreement:

(i) Suralco shall retain the right to access the land and to use engineering or institutional

controls to facilitate reclamation with respect to the relevant Concessions; and (ii) Suriname

shall grant or shall procure that Suralco shall be granted, without any undue delay or

unreasonable condition, any rights required.

5.2 Concession Release

(a) The Parties acknowledge and agree that, with respect to the Concessions, as listed in

Schedule 3 paragraph (a) (the "Non-Mined Areas"), Suriname hereby releases

Suralco, AMS, AWA and their respective Affiliates and Representatives from any

and all obligations and liabilities arising out of or relating to these Concessions,

including arising out of or relating to Environmental Laws, the past, current or future

condition of the land or past, current or future operations on the land.

(b) The Parties acknowledge and agree that, with respect to the Concessions that already

have been rehabilitated as listed in Schedule 3(b), Suriname hereby releases (with

such releases to become effective when the Legacy Mine Rehabilitation Closure

Reports for such Concessions become final) Suralco, AMS, AWA and their

respective Affiliates and Representatives from any and all obligations and liabilities

arising out of or relating to these Concessions, including arising out of or relating to

Environmental Laws, the past, current or future condition of the land or past, current

or future operations on the land.

(c) With respect to the Concessions that do require environmental remediation or

reclamation, Suriname hereby releases (with such releases to become effective when

the Mine Rehabilitation Closure Reports for such Concessions become final) Suralco,

AMS, AWA and their respective Affiliates and Representatives, from any and all

obligations and liabilities arising out of or relating to these Concessions, including

obligations and liabilities arising out of or relating to Environmental Laws, the past,

current or future condition of the land or past, current or future operations on the land,

as set forth in the Environmental Remediation and Rehabilitation Agreement.

6 BREACH OF OBLIGATIONS; TERMINATION

6.1 Breach

In the event of a Breach by a Party, such breaching-Party shall be liable towards the other

non-breaching Parties for any Damages suffered by them in connection with or as a result of

such Breach and such Breach not being cured within the reasonable remedy period set forth in

the Notice described in Clause 6.2.

6.2 Notice of a Breach

If Suralco and/or AMS become aware of a Breach by Suriname or Suriname becomes aware

of a Breach by Suralco and/or AMS, Suralco and/or AMS on the one hand or Suriname on the

other hand (as the case may be) shall as soon as reasonably practicable but no later than thirty

DRAFT


22 August, 2018


(30) days thereafter give Notice to the respective other Parties of the relevant facts,

circumstances and nature of the alleged Breach and provide a reasonable remedy period to

cure such Breach, but in any event such cure period not to exceed sixty (60) days after

delivery of Notice unless the Parties agree otherwise. Failure to give such Notice will not

prejudice any right to claim Damages.

6.3 Effect of Termination

In the event of termination of this Framework Agreement by any Party prior to the Transfer,

any and all provisions of the Brokopondo Agreement shall remain in full force and effect,

disregarding any amendments to the Brokopondo Agreement stipulated by this Framework

Agreement.

6.4 Survival

This Clause 6, Clause 1 (References), Clause 5 (Concessions) and Clause 9 (Miscellaneous)

shall survive any termination of this Framework Agreement.

7 INTERIM PERIOD

For the period between the date of this Framework Agreement and the Transfer, the following

shall apply:

(a) at the date of this Framework Agreement, the Parties shall enter into the Suriname

Power Purchase Agreement, which agreement shall terminate upon the Transfer,

without further notice being required;

(b) commencing on January 1, 2019, Suriname shall use its best efforts, and Suralco shall

provide assistance and advice to allow Suriname to prepare to operate the Afobaka

Hydroelectric Works following the Transfer;

(c) notwithstanding Clause 2, until the Transfer, Suralco shall continue to operate the

Afobaka Hydroelectric Works, and have exclusive control over the operation,

management and maintenance of the Afobaka Hydroelectric Works, as well as over

the use of water and the regulation of the water level of the reservoir and shall

maintain the Afobaka Hydroelectric Works substantially in accordance with the

O&M and Maintenance and Capital Expenditure Scope set forth in Schedule 4,

provided that scheduled maintenance and capital investments planned by Suralco and

acknowledged by Suriname for the period prior to the Transfer, shall be executed

completely by Suralco irrespective of the fact whether or not the fulfillment of such

maintenance and/or capital investments extends beyond the Transfer. If

circumstances so require, Suralco shall be entitled to make changes to Schedule 4,

provided that (i) Suralco will provide prior Notice to Suriname of such changes; and

(ii) the budgeted expenses of Schedule 4 will not materially decrease as a result of

such changes.

(d) notwithstanding Clause 2, prior to the Transfer, if Suralco determines that any

Afobaka Hydroelectric Works Asset requires any repair or maintenance, or any

capital expenditure must be made for the replacement of facilities, equipment or

machinery that will become an Afobaka Hydroelectric Works Asset, which repair,

maintenance or replacement was unforeseen by Suralco, and that (i) would have, in

the case of a capital expenditure, an asset life beyond the Transfer or, in the case of a

repair, would extend the life of such asset beyond the Transfer, (ii) the cost of which

is reasonably expected to exceed USD 1,000,000 and (iii) is not included in the O&M

and Capital Expenditure Scope set forth in Schedule 4 ("Material Unforeseen

DRAFT


22 August, 2018


Capital Expenditure"), Suralco shall provide Notice to Suriname of such

circumstance. If Suralco determines that the failure to make such repair, maintenance

or replacement would pose a substantial risk to the security of the Afobaka

Hydroelectric Works, the safety of any Suralco employees and/or the community, or

the integrity and/or condition of any other Afobaka Hydroelectric Works Assets,

Suralco shall provide Suriname a Notice of its determination and may proceed to

carry out such repair, maintenance or replacement without requiring the consent of

Suriname, and in such case the expenses reasonably incurred by Suralco shall be

shared by Suralco and Suriname according to the remainder of this Clause 7(d). If

Suralco determines that the failure to make such repair, maintenance or replacement

would not pose a substantial risk of the foregoing circumstances or conditions, then it

will provide Suriname with a Notice of one or more proposed approaches to

addressing the same. Suralco will proceed with a proposed approach only if it

receives a Notice of Suriname's agreement to the proposed approach, which

agreement shall not be unreasonably withheld, within fifteen (15) Business Days

from the date on which Suralco delivered the proposed approach to Suriname. In such

case, Suriname shall hold Suralco harmless for any expense or liability incurred by

Suralco arising out of or in connection with the subject of Suralco’s Notice.

Notwithstanding anything else to the contrary, Suralco shall only be responsible for

an amount equal to the total costs incurred in connection with any Material

Unforeseen Capital Expenditure multiplied by a fraction (A) the numerator of which

is the period (expressed in years) that Suralco owns the applicable Afobaka

Hydroelectric Works Asset following the implementation of the Material Unforeseen

Capital Expenditure prior to the Transfer, and (B) the denominator of which is the

expected number of years of useful life of the applicable Afobaka Hydroelectric

Works Asset following the implementation of the Material Unforeseen Capital

Expenditure. The useful life of the applicable Afobaka Hydroelectric Works Asset

following the implementation of the Material Unforeseen Capital Expenditure shall

be calculated in accordance with the guidelines established by the Federal Energy

Regulation Commission of the United States of America.

8 RELEASE OF CLAIMS RELATING TO AFOBAKA HYDROELECTRIC WORKS

From the Transfer, Suriname obligates itself to take, as soon as possible, the steps necessary

to obtain a release from all claims asserted against Suralco, AMS, AWA and/or any of their

Affiliates arising out of or in any way in connection with any agreement or agreements

previously entered into by Suralco, AMS, AWA and/or any of their Affiliates concerning

investigation, design, construction or operation of any hydroelectric works in or on the

Suriname River, and Suriname hereby indemnifies, safeguards and holds harmless Suralco,

AMS and/or any of their Affiliates against all such claims.

9 MISCELLANEOUS

9.1 Notices

(a) Form. Whenever it is provided herein that any notice, demand, request, consent,

approval, declaration or other communication shall or may be given to or served upon

either Party by the other Party, or whenever either Party desires to give or serve upon

the other Party any communication with respect to this Framework Agreement, each

such notice, demand, request, consent, approval, declaration or other communication

(each a "Notice") shall be in writing and signed by or on behalf of the Party giving it.

(b) Service. Any Notice shall be served by: (i) delivering it by hand or sending it to the

address of a Party set forth in this Clause 9.1(b) or to such other address as may be

substituted by Notice given by the applicable Party as herein provided:

DRAFT


22 August, 2018


to Suralco and/or AMS:

Alcoa World Alumina L.L.C.

201 Isabella Street

Pittsburgh, PA 15212

United States of America

Attention: General Counsel

Facsimile: +1-412-992-5440

Email: [email protected]

with a copy to (which shall not constitute Notice to Suralco and/or AMS):

Jones Day (Amsterdam office)

Concertgebouwplein 20

1071 LN Amsterdam

the Netherlands

Attention: Mr. M. Jansen

Facsimile: +31 (0) 20 305 4201


to Suriname:

The Minister of Natural Resources

Mr. J.C. de Mirandastraat 13-15

Paramaribo, Suriname

Facsimile: [fax number]

Email: [email address]

with a copy to (which shall not constitute Notice to Suriname):

[details to be included]

Attention: [name]


Email: [email address]; or

(ii) sending it by email in accordance with Clause 9.1(d), in each case marked for the

attention of the relevant Party set out in this Clause 9.1(b) (or as otherwise notified

from time to time in accordance with this Clause 9.1(b)).

(c) Deemed delivery. Any Notice shall be deemed to have been duly given as follows:

(i) if sent by post, three (3) Business Days after the date of posting if posted to an

address in the same country, or five (5) Business Days after the date of posting where

posted to an address in another country; or (ii) if hand delivered, when delivered; or

(iii) if sent by email, the time of delivery will be determined in accordance with

Clause 9.1(d), provided that in each case where delivery by post or by hand occurs

after 6:00 P.M. on a Business Day or on a day which is not a Business Day, service

shall be deemed to occur at 9:00 A.M. on the next following Business Day.

References to time in this Clause 9.1 are to local time in the country of the addressee.

(d) Notices sent by email. Any Notice which may be given under this Framework

Agreement may instead be sent by email if: (i) the method of signature or sign-off

identifies the sender; (ii) the Notice is signed by the Party or where the Party is a

company, by an authorized representative of the Party; and (iii) the Notice is sent to

the email address of the relevant Party set out in Clause 9.1(b), or as otherwise

notified from time to time in accordance with Clause 9.1(b). A Notice sent under this

DRAFT


22 August, 2018


Clause 9.1(d) will be taken to be duly given on the first to occur of: (i) receipt by the

sender of an email acknowledgment from the recipient's information system showing

that the Notice has been delivered to the stated email address; (ii) the time that the

Notice enters an information system which is under the control of the recipient; and

(iii) the time that the Notice is first opened or read by an employee or officer of the

recipient, provided that in each case where delivery by email occurs after 6:00 P.M.

on a Business Day or on a day which is not a Business Day, service shall be deemed

to have occurred at 9:00 A.M. on the following Business Day.

9.2 Amendments and Modifications; Waivers

(a) No amendment, modification or variation of any provision of this Framework

Agreement shall in any event be effective except by written agreement making

specific reference to the applicable provision to be amended, modified or varied, in

each case duly executed by each Party and, to the extent required, by observing the

same formalities that have been observed for the execution of the Transaction

Documents and any other ancillary documents.

(b) The failure of either Party, at any time or times, to require strict performance by the

other Party of any provision of this Framework Agreement shall not waive, affect or

diminish any right of such Party thereafter to demand strict compliance and

performance herewith and no failure or delay by a Party in exercising any right,

power or privilege hereunder shall operate as a waiver thereof nor shall any single or

partial exercise thereof preclude any other or further exercise thereof or the exercise

of any other right, power or privilege. Any suspension or waiver of any provision of

this Framework Agreement shall not suspend, waive or affect any other provision of

this Framework Agreement whether the same is prior or subsequent thereto. None of

the undertakings, agreements, representations, warranties or covenants of either Party

contained in or contemplated by any other provision of this Framework Agreement

shall be deemed to have been suspended or waived by the other Party, unless such

waiver or suspension is by an instrument in writing signed by an officer of or other

authorized employee of such Party and directed to the other Party specifying such

suspension or waiver.


At any time and from time to time after the date of this Framework Agreement, Parties agree

to take all reasonable actions necessary, and at the request of any other Party, to execute and

deliver any further instruments or documents and to take all such further action as the other

Party may reasonably request in order to evidence or effectuate the consummation of the

transactions contemplated hereby and to otherwise carry out the intent of the Parties

hereunder.

9.4 Fees and Expenses

Except as otherwise expressly provided in this Framework Agreement, each Party shall bear

its own fees and expenses incurred in connection with the matters described herein and

therein, including fees and expenses of financial, legal and accounting advisors and other

outside consultants (irrespective of when incurred).

9.5 Payments in USD

Any and all payments by Suriname to Suralco and/or an Affiliate under the Transaction

Documents shall be made in USD by wire transfer of immediately available funds to the

account or accounts in the United States as designated by Suralco.

DRAFT


22 August, 2018


9.6 Successors and Assigns; Assignment

This Framework Agreement shall be binding on and shall inure to the benefit of and be

enforceable by the Parties and their respective successors and permitted assigns. Except as

otherwise provided herein, (i) neither Party may assign, transfer, hypothecate, novate,

mortgage, charge or otherwise convey its rights, benefits, obligations or duties hereunder

without the prior written consent of the other Party; (ii) any such purported assignment,

transfer, hypothecation, novation, mortgage, charge or other conveyance by either Party

without the prior written consent of the other Party shall be void ab initio; and (iii) no

assignment permitted or consented to hereby shall release either Party from any liability under

this Framework Agreement unless expressly provided for in such consent.

Notwithstanding Clause 2.1 and subclauses (i) and (ii) of this Clause 9.6, and subject to

subclause (iii) of this Clause 9.6, at any time prior to the Transfer Date Suriname may assign

its rights and obligations under this Framework Agreement to a Person wholly-owned by

Suriname (the "Nominee Company") (unless to do so would restrict or delay the

consummation of the transactions contemplated by this Framework Agreement), provided,

however that:

(a) Suralco and AMS have approved the assignment in writing, which approval shall not

be unreasonably withheld. Suralco and AMS shall be entitled to adequate evidence

provided by Suriname that the Nominee Company is wholly-owned by Suriname and

will- and remain to be wholly-owned by Suriname as of the Transfer Date;

(b) the Nominee Company shall duly sign and execute a deed of adherence in accordance

with Schedule 5, as a result of which the Nominee Company shall become a Party to

each of the Framework Agreement, the Afobaka Hydroelectric Works Transfer and

Execution Agreement, the Suralco Power Purchase Agreement and the Transition

Services Agreement (together the "Assigned Agreements"); and

(c) Suriname shall (in addition to its obligations under this Clause 9.6) at all times

guarantee the due performance by the Nominee Company of all obligations under the

Assigned Agreements and remain liable for any of its and/or the Nominee Company’s

obligations under the Assigned Agreements.

9.7 Counterparts; Effectiveness

This Framework Agreement may be executed in any number of separate counterparts, each of

which shall collectively and separately constitute one and the same agreement. An executed

counterpart delivered electronically (including by email or facsimile) shall be an original,

with the same effect as an executed counterpart delivered in person. This Framework

Agreement shall become effective when each Party shall have received a counterpart hereof

signed by the other Party.

A Dutch translation of this Framework Agreement has been provided. In the event of a

conflict between the English version and the Dutch version of this Framework Agreement, the

English version shall prevail.

9.8 Entire Agreement

This Framework Agreement and its Schedules and Annexes collectively constitute and

contain the entire agreement and understanding between the Parties with respect to the subject

matter hereof and thereof and supersede all prior correspondence, agreements, understandings,

negotiations and contracts, both written and oral, express or implied, between the Parties with

respect to the subject matter hereof and thereof. No representation, warranty, promise,

DRAFT


22 August, 2018


inducement or statement of intention has been made by either Party that is not embodied in

this Framework Agreement, and neither Party shall be bound by, or liable for, any alleged

representation, warranty, promise, inducement or statement of intention not embodied herein

or therein. Each Party represents and agrees that: (a) it did not rely on any statement, oral or

written, that is not contained in this Framework Agreement in making its decision to execute

this Framework Agreement; (b) any drafts of this Framework Agreement existing before the

final fully executed drafts shall not be used for purposes of interpreting any provision of this

Framework Agreement; and (c) neither Party nor any other Person shall make any claim,

assert any defense or otherwise take any position inconsistent with the foregoing in

connection with any Dispute or proceeding among any of the foregoing or for any other

purpose.

9.9 Severability

If any provision of this Framework Agreement, or the application thereof to any Person, place

or circumstance, shall be held by a court of competent jurisdiction to be invalid,

unenforceable or void as a matter of law or public policy, the remainder of this Framework

Agreement and such provisions as applied to other Persons, places and circumstances shall

remain in full force and effect so long as, after excluding the portion deemed to be invalid,

unenforceable or void, the economic or legal substance of the transactions contemplated by

this Framework Agreement is not affected in any manner materially adverse to any Party.

Upon such determination that any term or other provision is invalid, unenforceable or void,

the Parties shall negotiate in good faith to modify this Framework Agreement so as to effect

the original intent of the Parties as closely as possible in a mutually acceptable manner in

order that the transactions contemplated hereby be consummated to the greatest extent

practicable in substantially the same manner as originally set forth at the later of the date this

Framework Agreement was executed or last amended.

9.10 Cumulative Remedies

Except to the extent set forth otherwise in this Framework Agreement, all remedies under this

Framework Agreement expressly conferred upon a Party will be deemed cumulative with and

not exclusive of any other remedy conferred hereby, or by Law upon such Party, and the

exercise by a Party of any one remedy will not preclude the exercise of any other remedy.

9.11 Full and final discharge

Upon fulfillment of all obligations under this Framework Agreement, each Party shall grant

full and final discharge to the other Party and shall waive any and all claims, rights, causes of

action, losses, costs, expenses or liabilities in relation to, any matter, cause, event, fact or

circumstance, whether known or unknown and whether based on statute or other Law,

including Environmental Laws, it may have against the other Party or any of its Affiliates that

exceeds the obligations set forth in this Framework Agreement.

9.12 Settlement

This Framework Agreement shall constitute a settlement agreement within the meaning of

article 7:900 of the Dutch Civil Code in relation to the matters covered herein.

9.13 Governing Law

In all respects, this Framework Agreement and any Dispute shall be governed by, and

construed and enforced in accordance with the Laws of the Netherlands.

DRAFT


22 August, 2018



(a) General Provisions. The Parties shall use commercially reasonable efforts to settle

amicably any and all disputes, controversies or claims (whether sounding in contract,

tort, common law, statutory law, equity or otherwise) arising out of or relating to this

Framework Agreement, including any question regarding its existence or scope, the

meaning of its provisions, or the proper performance of any of its terms by either

Party, or its breach, termination or invalidity (each such dispute, controversy or

claim, a "Dispute"). Except as otherwise expressly provided herein, any Dispute shall

be resolved in accordance with the procedures set forth in this Clause 9.14.

(b) Arbitration. Save as otherwise set out in this Framework Agreement, any Dispute

arising out of or in connection with this Framework Agreement (including questions

in respect of the authority of the arbitrators) shall be finally settled by arbitration in

accordance with the rules of The Netherlands Arbitration Institute. The arbitral

tribunal shall be composed of three arbitrators appointed in accordance with those

rules. The place of the arbitration will be The Hague, the Netherlands. The language

of the arbitration shall be English. The arbitrators shall decide according to the

principles and rules of law as dictated by Clause 9.13. The arbitral tribunal will not

act as amiables compositeurs or ex aequo et bono.

(c) Binding Effect. The Parties agree that any Disputes resolved pursuant to this

Clause 9.14 are commercial in nature with no deference given to any party, including

matters involving Environmental Laws, remediation, reclamation or rehabilitation.

The Parties agree to be bound by any award or order resulting from arbitration

conducted hereunder. The Parties agree that in the context of an attempt by either

Party to enforce an arbitral award or order, any defenses relating to any other Party's

capacity or the validity of this Framework Agreement or any related agreement under

any Law are waived. Any judgment on an award or order resulting from an arbitration

conducted under this Clause 9.14 may be entered and enforced in any court, in any

country, having jurisdiction over either Party or their assets. To the extent that any

Party hereto has or hereafter may acquire any immunity from jurisdiction of any court

or arbitration forum or from any arbitration or legal process (whether through service

or notice, attachment prior to judgment, attachment in aid of execution, execution or

otherwise) with respect to itself or its property, each such Party hereby irrevocably (i)

waives such immunity in respect of its obligations with respect to this Framework

Agreement, and (ii) submits to the personal jurisdiction of any court or arbitration

forum made reference to in this Framework Agreement.

(d) Related disputes. This Clause 9.14 shall also apply to disputes arising in connection

with agreements which are connected with this Framework Agreement and its

Schedules and Annexes, and Transaction Documents, unless the relevant agreement

expressly provides otherwise. The Parties hereby agree that Arconic and Alcoa’s

operations in Suriname have constituted and do constitute an ‘investment’ within the

definition of article 1(a) of the Treaty, and that this Framework Agreement

specifically constitutes an essential and inextricable part of that investment as defined

by article 1(a)(iii) and (iv) of the Treaty. In recognition thereof, the Parties

acknowledge that breaches of the Treaty may also be resolved in arbitration pursuant

to article 9 of the Treaty, and the existence of Clause 9.14 of this Framework

Agreement shall not affect the jurisdiction of any tribunal convened under the Treaty.

(e) Costs. Each Party shall bear its own fees and expenses, including fees and expenses

of financial and legal advisors and other outside consultants, in connection with

Parties trying to resolve Disputes in accordance with this Clause 9.14.

DRAFT


22 August, 2018


(f) Proceedings Confidential. Except to the extent necessary to enforce any arbitral

award, to enforce other rights of the Parties, as required by applicable Law or the

applicable rules of any stock exchange, each Party shall ensure that it and its

Affiliates, and all of their respective Representatives and expert witnesses, shall

maintain as confidential the existence of the arbitration proceedings, the arbitral

award, all filings and submissions exchanged or produced during the arbitration

proceedings and briefs, memorials, witness statements or other documents prepared

in connection with such arbitration; provided, however, that a Party may disclose

such information to its Affiliates and all of its and its Affiliates' respective

Representatives and expert witnesses; it being understood that such Affiliates and

Representatives will be informed of the confidential nature of the existence of any

such arbitration proceedings, arbitral award, filings and submissions, briefs,

memorials, witness statements and other documents and will be directed to treat the

foregoing as confidential in accordance with the terms of this Framework Agreement

and each Party will be responsible for the compliance by its Affiliates and its and

their respective Representatives and expert witnesses with this Clause 9.14(f). This

Clause 9.14(f) shall survive the termination of the arbitral proceedings.

(g) Privilege. Legal professional privilege, including privileges protecting attorney-client

communications and attorney work product of each Party from disclosure or use in

evidence, as recognized by applicable Laws governing each Party's relationship with

its counsel, including in-house counsel, shall apply to and be binding in any

arbitration proceeding under this Clause 9.14.

DRAFT


22 August, 2018

Framework Agreement Signature Page Agreed form final draft of 22 August 2018

IN WITNESS WHEREOF, this Framework Agreement has been duly executed and delivered as of

the date first above written.


By:

Name

Title


By:

Name

Title


By:

Name

Title

DRAFT


22 August, 2018

Framework Agreement Schedule 1 Agreed form final draft of 22 August, 2018

Schedule 1 – Recital B

Map of Concessions

DRAFT


22 August, 2018


Schedule 2 – Recital F

Ownership Afobaka Hydroelectric Works and Paranam Refinery

DRAFT


22 August, 2018


Schedule 3 – Clause 5

Concession Release Overview

3A - CONCESSIONS THAT HAVE NOT BEEN IMPACTED BY SURALCO ACTIVITIES

PARA AREA

1. A (concession)

2. 6 (concession)

3. 7 (concession)

4. 9 (concession)

5. Onverdacht

MAROWIJNE AREA

6. C3 (concession) - Coermotibo

OTHER AREAS

7. Brownsberg (concession)

8. C4 (concession) - Nassau

9. C5 (concession) – Lely Gebergte

10. C6 (concession) – Winti Wai Gebergte

11. C7 (concession) – Hok A Hing Gebergte

DRAFT


22 August, 2018


3B – MINES WHICH HAVE ALREADY UNDERGONE REHABILITATION

PARA AREA

1. Accaribo

2. Onoribo III

3. Onoribo II

4. Osembo

5. Onoribo IV

6. Onoribo I

MAROWIJNE AREA

7. New Book

8. Seven Spades

9. Seven Spades 2

10. Swift Hill

11. Pikien Gado

12. Jones 2A

13. Jones 2B

14. Jones 3

15. Jones 3A

16. Jones 1 B

17. Jones 1 D

18. Jones 1C

19. Tapira

20. Lobato 1

21. Wane 2

22. Wane 1

23. Madoekas

24. Mokka Yard

25. Adjoema North

26. Adjoema Center

27. Lobato 2

28. Lobato 1

29. Vijent

30. Peto Hill

31. Adjoema 4

32. Moengo South

33. Gemerts 2

34. Sunday Hill

35. Gemerts 1

36. Tramming Yard

DRAFT


22 August, 2018


3C– MINES WHICH SURALCO ALREADY SUBMITTED MINE CLOSURE PLANS

PARA AREA

1. Lelydrop 2

2. Lelydorp 3

COMMEWIJNE

3. Rorac

4. Klaverblad

5. Truly Hill

6. Kaiman Grasi

7. Caramacca

MAROWIJNE AREA

8. Bushman Hill

9. Jones 1

10. Begi Gado

11. Ricanau

12. Lost Hill

DRAFT


22 August, 2018


3D– MINES ASSOCIATED WITH CONCESSIONS GRANTED PRIOR TO THE 1986

MINING LAW THAT DO NOT ALREADY HAVE A PLAN GENERATED

NONE

DRAFT


22 August, 2018


3E– MINES ASSOCIATED WITH CONCESSIONS GRANTED AFTER THE 1986 MINING

LAW THAT DO NOT ALREADY HAVE A PLAN GENERATED

PARA

1. Para Mine

2. Kankantrie Mine

DRAFT


22 August, 2018

Framework Agreement Annex A Agreed form final draft of 22 August, 2018


O&M and Maintenance and Capital Expenditure Scope

DRAFT


22 August, 2018


Schedule 5– Clause 79

Deed of Adherence

[draft to be submitted at execution.]

DRAFT


22 August, 2018


Annex A


[To be attached separately.]

DRAFT


22 August, 2018

D R A F T

AFOBAKA HYDROELECTRIC WORKS

TRANSFER AND EXECUTION

AGREEMENT

BY AND AMONG


AND


AND


[DATE], 2018DRAFT

TABLE OF CONTENTS

Page

Afobaka Hydroelectric Works Transfer

and Execution Agreement

-i- Agreed form final draft of 22 August,

2018

1 REFERENCES ......................................................................................................................... 2

2 ESTIMATED RECEIVABLES AND PAYABLES; CONDITIONS ...................................... 5

3 AFOBAKA HYDROELECTRIC WORKS ASSETS AND LIABILITIES ............................. 6

4 TRANSFER AFOBAKA HYDROELECTRIC WORKS ASSETS AND

LIABILITIES ............................................................................................................................ 7

5 TRANSFER EVENTS ............................................................................................................ 11

6 WRONG POCKETS ............................................................................................................... 12

7 RELEASE FROM OBLIGATIONS AND LIABILITIES ..................................................... 12

8 MISCELLANEOUS ............................................................................................................... 12

SCHEDULES TO THE AFOBAKA HYDROELECTRIC WORKS TRANSFER AND

EXECUTION AGREEMENT

Schedule 1 – Clause 3.2 Excluded Assets

Schedule 2 – Clause 3.3 Existing AHW Liabilities

Schedule 3 – Clause 4.2(a) Afobaka Hydroelectric Works Contracts

Schedule 4 – Clause 4.4 Equipment

Schedule 5 – Clause 4.5 Properties

DRAFT


22 August, 2018


and Execution Agreement 1 of 13 Agreed form final draft of 22 August, 2018

THIS AFOBAKA HYDROELECTRIC WORKS TRANSFER AND EXECUTION

AGREEMENT, is entered into as of [date] 2018 (collectively, with the Schedules hereto,

the "Transfer Agreement"),

BY AND AMONG:


("Suriname");




(3) N.V. Alcoa Minerals of Suriname, a public company with limited liability, organized and

existing under the laws of the Netherlands, having its statutory seat at The Hague, the

Netherlands, with its business address at Van 't Hogerhuysstraat 13, Paramaribo,

Suriname ("AMS"),

Suriname, Suralco and AMS are sometimes referred to herein as the "Parties" and each individually

as a "Party".

WHEREAS:

(A) The Parties are entering into this Transfer Agreement in connection with that certain

Framework Agreement, dated as of the date hereof (the "Framework Agreement"). The

Framework Agreement relates to:

(i) the termination of the Brokopondo Agreement, the transfer of the Afobaka

Hydroelectric Works and interim undertakings for the period between the date of the

Framework Agreement until the Transfer;

(ii) the performance of certain environmental remediation, rehabilitation and


(iii) the termination of the mining concessions granted pursuant to or in accordance with

the Brokopondo Agreement, ancillary documents thereto and any other ‘concession’

documentation and residual obligations in accordance with the terms of the

Framework Agreement; and

(iv) the termination of the 1966 Agreement Concerning the Delivery of Electrical Energy

and the 1999 Energy Agreement, and execution of that certain Suriname Power

Purchase Agreement and that certain Suralco Power Purchase Agreement.

(B) Suriname has received a satisfactory assessment of the good operating condition of the

Afobaka Hydroelectric Works, as set forth in article I, section 15 of the Brokopondo

Agreement, from an independent Third Party.

(C) The Parties hereby wish to set out their agreement on the terms and conditions of the transfer

of the Afobaka Hydroelectric Works Assets and the Afobaka Hydroelectric Works Liabilities,

collectively constituting the Afobaka Hydroelectric Works (as defined below), by Suralco to

Suriname.

DRAFT


22 August, 2018






1 REFERENCES

1.1 Definitions


"Accounting Firm" has the meaning set forth in Clause 2.3 of this Transfer Agreement;

"Actual Amount" has the meaning set forth in Clause 2.3 of this Transfer Agreement;

"Actual Payables" has the meaning set forth in Clause 2.3 of this Transfer Agreement;

"Actual Receivables" has the meaning set forth in Clause 2.3 of this Transfer Agreement;

"Actual Statement" has the meaning set forth in Clause 2.3 of this Transfer Agreement;

"Adequate Staffing Requirement" means no less than 90% of the Afobaka Hydroelectric

Works Employees, or such number of employees and/or contractors, as Suralco, in its sole

discretion, determines necessary to ensure that the Afobaka Hydroelectric Works shall

continue to operate from the Transfer on the same basis as operated prior to the Transfer;





"Afobaka Hydroelectric Works Assets" means all assets that as of immediately prior to the

Transfer are used or required for the operation of the Afobaka Hydroelectric Works, including

but not limited to the following, excluding however the Excluded Assets:

(a) the Afobaka Hydroelectric Works Contracts;

(b) the Equipment;

(c) the Information;

(d) the Properties;

(e) all of the rights, claims, causes of action or rights of set-off of Suralco against Third

Parties primarily relating to or arising from the Afobaka Hydroelectric Works,

including unliquidated rights under manufacturer’s and vendor’s warranties;

(f) all books, records, files and papers exclusively used in relation to the Afobaka

Hydroelectric Works; and

(g) any other assets acquired necessary to operate the Afobaka Hydroelectric Works

during the period from the date hereof to the Transfer in accordance with this Transfer

Agreement and the Framework Agreement;

DRAFT


22 August, 2018



"Afobaka Hydroelectric Works Contracts" means all Contracts listed in Schedule 3, which

Schedule shall be updated by Suralco immediately prior to the Transfer;

"Afobaka Hydroelectric Works Employees" means all those persons employed by Suralco

immediately prior to Transfer on the basis of a(n) (employment) contract with Suralco and

who are attributed to the Afobaka Hydroelectric Works Assets;

"Afobaka Hydroelectric Works Liabilities" shall refer to Existing AHW Liabilities and

Future AHW Liabilities including Existing AHW Liabilities and Future AHW Liablities

relating to Environmental Laws;

"AMS" has the meaning set forth in the preamble to this Transfer Agreement;

"Claimant" has the meaning set forth in Clause 4.8(b) of this Transfer Agreement;

"Continuing Afobaka Hydroelectric Works Employees" has the meaning set forth in

Clause 4.3(a) of this Transfer Agreement;

"Contract" means each contract, agreement, option, lease, license, cross-license, sale and

purchase order, commitment and other instrument of any kind, whether written or oral, that is

legally binding or purports to be legally binding;

"Counterparty" has the meaning set forth in Clause 4.2(b) of this Transfer Agreement;

"Employment Costs" means (i) the amounts payable or paid to or in respect of the relevant

Afobaka Hydroelectric Works Employee (including salary, inclusive of holiday allowance

and all other emoluments, holidays, wages, benefit costs, tax and social security contributions,

employer's pension contributions, bonus, insurance premiums, payments or allowances or any

other consideration for employment); and (ii) the costs of providing any non-cash benefits,

which Suralco or an Affiliate is required to provide to an Afobaka Hydroelectric Works

Employee, by Law or contract or customarily provides in connection with such employment

(including other employee benefit provisions);

"Employment Liabilities" means any and all losses and liabilities, excluding Employment

Costs, directly arising out of or directly connected with Afobaka Hydroelectric Works

Employees, or the initiation or the termination of a Contract of employment with an Afobaka

Hydroelectric Works Employee (including all losses in connection with any claim, award,

judgment or agreement for redundancy pay);

"Encumbrance" means any encumbrance or security interest whatsoever under applicable

Law, including any mortgage, pledge, right of pre-emption, option, claim, right to acquire,

conversion right, Third Party right, right of set-off, right of counterclaim, title retention,

conditional sale arrangement or any other preferential right or agreement of similar effect;

"Equipment" means the assets listed in Schedule 4, and all other plants, machinery, computer

hardware, spare parts, tools, equipment, motor vehicles, furniture, fixtures, supplies,

inventory and fittings owned by Suralco and used in connection with, and as of the Transfer

required for the operation of, the Afobaka Hydroelectric Works, excluding the Excluded

Assets;

"Estimate Amount" has the meaning set forth in Clause 2.1 of this Transfer Agreement;

DRAFT


22 August, 2018



"Estimate Statement" has the meaning set forth in Clause 2.1 of this Transfer Agreement;

"Estimated Payables" has the meaning set forth in Clause 2.1 of this Transfer Agreement;

"Estimated Receivables" has the meaning set forth in Clause 2.1 of this Transfer Agreement;

"Excluded Assets" means the assets listed in Schedule 1;

"Existing AHW Liabilities" means losses and liabilities relating to the Afobaka

Hydroelectric Works specified in Schedule 2 and relating to the period up to, including and

concluding on the Transfer;

"Framework Agreement" has the meaning set forth in Recital (A);

"Future AHW Liabilities" means any and all losses and liabilities relating to the Afobaka

Hydroelectric Works relating to the period after the Transfer;

"Information" means all information, books, records, files and papers exclusively used in

relation to the Afobaka Hydroelectric Works, including without limitation to industrial and

commercial information and techniques and including all information relating to the supply of

any materials to Afobaka Hydroelectric Works, including supplier details and lists, statistics

and reports;

"Notification I" has the meaning set forth in Clause 4.2(b) of this Transfer Agreement;

"Notification II" has the meaning set forth in Clause 4.8(b) of this Transfer Agreement;

"Objection Period" has the meaning set forth in Clause 4.2(b) of this Transfer Agreement;

"Parties" has the meaning set forth in the preamble to this Transfer Agreement;

"Properties" means the property leased and/or owned by Suralco and/or AMS in connection

with the Afobaka Hydroelectric Works as listed in Schedule 5, excluding the Excluded

Assets;

"Suralco" has the meaning set forth in the preamble to this Transfer Agreement;

"Suriname" has the meaning set forth in the preamble to this Transfer Agreement;

"Suriname Power Purchase Agreement" has the meaning set forth in the Framework

Agreement;

"Taxation" or "Tax" means all forms of taxation whether direct or indirect and whether

levied by reference to income, profits, gains, net wealth, asset values, turnover, added value

or other reference and statutory, governmental, state, provincial, local governmental or

municipal impositions, duties, contributions, rates and levies (including without limitation

social security contributions and any other payroll taxes), whenever and wherever imposed

(whether imposed by way of a withholding or deduction or otherwise) and in respect of any

person as well as all penalties, charges and interest relating thereto;

"Third Party" means any Person who is not a Party;

DRAFT


22 August, 2018



"Transfer" has the meaning set forth in Clause 4.1 of this Transfer Agreement;

"Transfer Agreement" has the meaning set forth in the preamble to this Transfer Agreement;

"Transfer Date" has the meaning set forth in the Framework Agreement;

"US GAAP" has the meaning set forth in Clause 2.1 of this Transfer Agreement; and



Capitalized terms used in this Transfer Agreement (including in the preamble to this Transfer

Agreement and Recitals above), that are not set forth in Clause 1.1 shall have the meaning set

forth in the Framework Agreement.


The rules of construction included in Clause 1.3 of the Framework Agreement shall apply

mutatis mutandis to this Transfer Agreement.

2 ESTIMATED RECEIVABLES AND PAYABLES; CONDITIONS

2.1 Estimated Statement

No later than fifteen (15) days prior to the anticipated Transfer, Suralco shall deliver to

Suriname a statement (the "Estimate Statement"), setting forth Suralco's good faith estimate

of: (i) the total amount of receivables associated with the business of the Afobaka

Hydroelectric Works relating to the period prior to the Transfer, to the extent to be received

by Suriname after the Transfer (the "Estimated Receivables"); and (ii) the total amount of

payables associated with the business of the Afobaka Hydroelectric Works relating to the

period after the Transfer, to the extent payable or paid by Suralco to third parties prior to the

Transfer (the "Estimated Payables"), stated in USD and prepared in accordance with United

States generally accepted accounting principles in effect from time to time ("US GAAP").

The Estimate Statement shall include a calculation of the sum of the Estimated Receivables

and the Estimated Payables (such amount, the "Estimate Amount").

To facilitate Suriname’s cash planning for the Transfer, no later than sixty (60) days prior to

the anticipated Transfer, Suralco shall deliver to Suriname its preliminary draft of the

Estimate Statement which will be prepared on the basis of the procedure described above in

this Clause 2.1. Suralco does not make any representation whatsoever with respect to the

preliminary draft, it will have no force or effect whatsoever, and will only be supplied by

Suralco to Suriname as a planning tool.

2.2 Payment of Estimate Amount

On or prior to the Transfer, and notwithstanding anything in the Suriname Power Purchase

Agreement to the contrary, Suriname shall pay or cause to be paid, by bank wire transfer of

immediately available funds to an account designated in writing by Suralco, an amount in

USD equal to the Estimate Amount. Notwithstanding anything in this Transfer Agreement or

the Framework Agreement to the contrary, Suralco shall not be required to consummate the

Transfer unless and until Suriname satisfies its obligations under this Clause 0.

DRAFT


22 August, 2018



2.3 Adjustment

Within thirty (30) days of the Transfer, Suralco shall deliver to Suriname a statement for the

month during which the Transfer occurred (the "Actual Statement"), setting forth the

calculation of the total amount of: (i) the actual amount of receivables associated with the

business of the Afobaka Hydroelectric Works relating to the period prior to the Transfer and

received by Suriname after the Transfer (the "Actual Receivables"); and (ii) the actual

amount of payables associated with the business of the Afobaka Hydroelectric Works relating

to the period after the Transfer and paid by Suralco to third parties prior to the Transfer (the

"Actual Payables"), stated in USD and prepared in accordance with US GAAP. The Actual

Statement shall include a calculation of the sum of the Actual Receivables plus the Actual

Payables (such amount, the "Actual Amount"). In preparing the Actual Statement for the

month during which the Transfer occurred, Suralco and its accountants shall have reasonable

access to the Continuing Afobaka Hydroelectric Works Employees and any Information

relevant for the preparation of the Actual Statement. Within thirty (30) days following receipt

by Suriname of the Actual Statement, Suriname shall deliver Notice to Suralco of any dispute

it has with respect to the preparation or content of the Actual Statement. In the event that

Suriname does not notify Suralco of a dispute with respect to the Actual Statement within

such thirty (30) day period, the Actual Statement will be final, conclusive and binding on the

parties. In the event of such notification of a dispute, Suriname and Suralco shall negotiate in

good faith to resolve such dispute. If Suriname and Suralco, notwithstanding such good faith

effort, fail to resolve such dispute within thirty (30) days after Suriname advises Suralco of its

objections and the amount in dispute exceeds USD 50,000, then Suriname and Suralco shall

jointly engage the firm of [___] (the "Accounting Firm") to resolve such dispute. All

determinations made by the Accounting Firm shall be final, conclusive and binding on the

parties. Suriname, on the one hand, and Suralco, on the other hand, shall equally share the

fees and expenses of the Accounting Firm.

If the Actual Amount (as finally determined pursuant to this Clause 2.3) is less than the

Estimate Amount, then Suralco shall pay or cause to be pay to Suriname, by bank wire

transfer of immediately available funds to an account designated in writing by Suriname, an

amount in cash, in USD, equal to such excess within five (5) Business Days from the date on

which the Actual Amount is finally determined pursuant to this Clause 2.3.

If the Actual Amount (as finally determined pursuant to this Clause 2.3) is greater than the

Estimate Amount, then Suriname shall pay or cause to pay to Suralco, by bank wire transfer

of immediately available funds to an account designated in writing by Suralco, an amount in

cash, in USD equal to such shortfall within five (5) Business Days from the date on which the

Actual Amount is finally determined pursuant to this Clause 2.3.

3 AFOBAKA HYDROELECTRIC WORKS ASSETS AND LIABILITIES

3.1 Afobaka Hydroelectric Works Assets

Subject to the terms and conditions of this Transfer Agreement, Suralco hereby agrees to

transfer free and clear of Encumbrances the Afobaka Hydroelectric Works and the Afobaka

Hydroelectric Works Assets to Suriname at the Transfer, and Suriname hereby agrees to

accept and assume the Afobaka Hydroelectric Works and the Afobaka Hydroelectric Works

Assets from Suralco at the Transfer in a way as set forth in this Transfer Agreement. Such

transfer comprises all of the rights, titles and interests in and to the Afobaka Hydroelectric

Works and the Afobaka Hydroelectric Works Assets.

DRAFT


22 August, 2018



Suriname acknowledges and agrees that the Transfer is executed based on the principle of 'as

is, where is' regarding all aspects of the Afobaka Hydroelectric Works and Afobaka

Hydroelectric Works Assets. Unless otherwise expressly provided in this Transfer Agreement

and/or the Framework Agreement, Suriname will have no claim against Suralco, and/or AMS

related to any visible or invisible defects or the actual condition or use of the Afobaka

Hydroelectric Works and the Afobaka Hydroelectric Works Assets. The condition of the

Afobaka Hydroelectric Works and the Afobaka Hydroelectric Works Assets as referred to

above includes, among other things, the fiscal, architectural, lease, environmental and

physical condition of the Afobaka Hydroelectric Works and the Afobaka Hydroelectric

Works Assets.

3.2 Excluded Assets

The Excluded Assets are not included in the Transfer and nothing in this Transfer Agreement

shall operate to transfer to Suriname any of the Excluded Assets. The Excluded Assets are

listed in Schedule 1, which shall be updated by Suralco immediately prior to the Transfer.

3.3 Afobaka Hydroelectric Works Liabilities

Subject to the terms and conditions of this Transfer Agreement, Parties hereby agree that

Suralco will transfer the Afobaka Hydroelectric Works Liabilities to Suriname and Suriname

hereby agrees to accept and assume those Afobaka Hydroelectric Works Liabilities from

Suralco at the Transfer, all in accordance with applicable Laws. The Afobaka Hydroelectric

Works Liabilities are listed in Schedule 2, which shall be updated by Suralco immediately

prior to the Transfer.

3.4 No consideration

In accordance with article I, section 15 of the Brokopondo Agreement and subject to the

terms and conditions of this Transfer Agreement, the Afobaka Hydroelectric Works, the

Afobaka Hydroelectric Works Assets and the Afobaka Hydroelectric Works Liabilities shall

be transferred by Suralco to Suriname for no consideration. In light of the aforementioned, the

Transfer will take place based on the assumption that the Transfer will not have any fiscal

consequences in Suriname.

4 TRANSFER AFOBAKA HYDROELECTRIC WORKS ASSETS AND LIABILITIES

4.1 The Transfer

Subject to, and in accordance with, the terms and conditions of this Transfer Agreement,

including, without limitation, Clauses 3 and 4.2(a), the transfer of title of the Afobaka

Hydroelectric Works and the Afobaka Hydroelectric Works Assets and Afobaka

Hydroelectric Works Liabilities from Suralco to Suriname (the "Transfer") shall occur on

the Transfer Date.

On the Transfer Date, the Afobaka Hydroelectric Works Assets and Afobaka Hydroelectric

Works Liabilities shall be transferred to Suriname as set forth in Clauses 4.2 through 4.8:

4.2 Afobaka Hydroelectric Works Contracts

(a) Subject to the provisions of this Clause 4.2, Suralco hereby assigns to Suriname at the

Transfer, and Suriname hereby accepts and/or assumes (as the case may be) at the

DRAFT


22 August, 2018



Transfer all of the present and future rights and benefits of Suralco under the Afobaka

Hydroelectric Works Contracts and the corresponding obligations and liabilities

specifically referred to therein by way of transfer of contract in accordance with the

relevant Law governing such Afobaka Hydroelectric Works Contract. This Transfer

Agreement is to be considered for each Afobaka Hydroelectric Works Contract a

deed of transfer and assignment.

(b) Not less than ninety (90) days prior to the Transfer, Suralco, in name of the Parties,

shall notify each of the counterparties under such Afobaka Hydroelectric Works

Contracts (each a "Counterparty"), by sending a notice ("Notification I"):

(i) introducing Suriname as Suralco's successor under the Afobaka Hydroelectric

Works Contracts; and (ii) indicating that if and to the extent a Counterparty has not

within a sixty (60) day period after the date of Notification I (the "Objection

Period") explicitly notified Suralco and/or Suriname of its objections to the transfer

of Suralco’s rights and obligations under the relevant Afobaka Hydroelectric Works

Contract to Suriname, its consent to the transfer of the relevant Afobaka

Hydroelectric Works Contract shall be deemed to have been given.

(c) If and to the extent a Counterparty has notified Suralco and/or Suriname of its

objections to the transfer of Suralco’s rights and obligations under the relevant

Afobaka Hydroelectric Works Contract to Suriname:

(i) to the extent permitted under the relevant Afobaka Hydroelectric Works

Contract, Suralco shall assign the rights thereunder to Suriname whereby

(A) Suriname: (x) shall act as Suralco’s subcontractor; and (y) perform all

obligations of Suralco under the relevant Afobaka Hydroelectric Works

Contract; and (B) Suriname shall discharge and indemnify Suralco against

any and all liabilities, costs, claims and damages in respect of any failure on

the part of Suriname to perform those obligations;

(ii) until the obligations under the Afobaka Hydroelectric Works Contract may

be transferred, Suralco shall (so far as it lawfully may): (x) give all

reasonable assistance to Suriname (at Suriname’s request and expense) to

enable Suriname to enforce its rights under the relevant Afobaka

Hydroelectric Works Contract; (y) at Suriname’s request, use reasonable

endeavors with the cooperation of Suriname to obtain the consent of the

Counterparty to transfer the obligations under the relevant Afobaka

Hydroelectric Works Contract; and (z) promptly transfer to Suriname any

amounts received under the relevant Afobaka Hydroelectric Works Contract

less any reasonable costs incurred in collecting the same; and

(iii) to the extent the relevant Afobaka Hydroelectric Works Contract does not

permit Suriname to act as Suralco’s subcontractor, Suralco shall terminate

the relevant Afobaka Hydroelectric Works Contract and Suriname shall

indemnify Suralco against all liabilities, costs, claims and damages in

connection with the relevant Afobaka Hydroelectric Works Contract and

such termination.

(d) If an Afobaka Hydroelectric Works Contract has been terminated on a date between

the date hereof and the Transfer or has expired prior to the Transfer, but the services

provided under such relevant Afobaka Hydroelectric Works Contract are required to

DRAFT


22 August, 2018



operate the Afobaka Hydroelectric Works, the Parties shall take all necessary actions

to ensure that such relevant Afobaka Hydroelectric Works Contract is extended or a

new contract is in place to ensure for a smooth transition of the Afobaka

Hydroelectric Works and to ensure that the Afobaka Hydroelectric Works will

continue to properly function after the Transfer. In the extended, or new, as the case

may be, agreement, Parties will take all necessary actions to include the approval of

the contracting party with respect to the transfer of the relevant Afobaka

Hydroelectric Works Contract to Suriname at the Transfer. Suriname shall indemnify

Suralco against all liabilities, costs, claims and damages in connection with a relevant

(extended or new) Afobaka Hydroelectric Works Contract for the period from the

Transfer.

4.3 Afobaka Hydroelectric Works Employees

(a) Ultimately thirty (30) days prior to the Transfer, Suriname shall provide Suralco with

a written confirmation stating the number and details of the Afobaka Hydroelectric

Works Employees that have agreed to enter into employment agreements with

Suriname as of the Transfer (the "Continuing Afobaka Hydroelectric Works

Employees"). In the event that the number of Continuing Afobaka Hydroelectric

Works Employees does not meet the Adequate Staffing Requirement, Suralco shall

be entitled at its sole discretion and at the cost and expense of Suriname, to delay the

Transfer for thirty (30) days, during which period Suriname shall retain, at its cost

and expense, additional qualified personnel to meet the Adequate Staffing

Requirement.

(b) Suralco shall terminate the existing employment Contracts with the Afobaka

Hydroelectric Works Employees as of the Transfer and Suriname will subsequently

enter into employment Contracts with the Continuing Afobaka Hydroelectric Works

Employees.

(c) To ensure a smooth transition of the Continuing Afobaka Hydroelectric Works

Employees from Suralco to Suriname, Suriname shall hire each of the Continuing

Afobaka Hydroelectric Works Employees in the same position, with the same base

salary or wage rate, variable compensation, bonus, incentive opportunities not less

favorable in the aggregate and with employee benefits (e.g., severance, pension and

active and retiree welfare benefits) that are substantially comparable in the aggregate

to the employee benefits that such individuals received in the aggregate immediately

prior to the Transfer. Without prejudice to the aforementioned, Suralco shall not be

obliged to transfer any of its existing benefit contracts with respect to the Afobaka

Hydroelectric Works Employees to Suriname.

(d) Suriname shall provide the Continuing Afobaka Hydroelectric Works Employees

with credits for all services and seniority recognized by Suralco immediately prior to

the Transfer for purposes of eligibility, vesting and benefit accrual under any

compensation or benefit plan or program of Suriname, except to the extent it would

result in a duplication of benefits.

(e) In the event an Afobaka Hydroelectric Works Employee objects to his or her new

employment with Suriname, Suralco shall not be liable for any Employment

Liabilities that may be incurred by Suriname in connection with such Afobaka

Hydroelectric Works Employee, and Suralco shall not be obliged to offer substitute

DRAFT


22 August, 2018



employment for the relevant Afobaka Hydroelectric Works Employee. Suralco shall

pay any Employment Liabilities to each Afobaka Hydroelectric Works Employee

who does not accept employment with Suriname, through no fault of Suriname, that

have accrued through the Transfer.

(f) Subject to the Transfer, Suriname shall be responsible for and shall fully indemnify

and hold harmless Suralco and, as an irrevocable third-party stipulation, each

Affiliate of Suralco, for any and all Employment Costs and-or Employment

Liabilities incurred and originated in respect of any Continuing Afobaka

Hydroelectric Works Employee after the Transfer.

(g) Unless agreed differently, the provisions of this Clause 4.3 are solely for the benefit

of the Parties and are not intended to and shall not be construed as: (i) creating any

Third Party beneficiary rights of any kind or nature, including the right of any

current, former or retired officer, director, independent contractor or employee of

Suralco or Suriname or the spouses or dependents thereof to seek to enforce any right

to compensation, benefits, or any other right or privilege of employment; (ii)

requiring Suriname to continue the employment of any specific person or maintain

any particular benefit plan unless expressly required to under this Transfer

Agreement; (iii) constituting a contract or guarantee of employment; or (iv) altering

the status of employees of Suralco or Suriname.

(h) For the avoidance of doubt, prior to the Transfer, Suralco will be under no obligation

to perform any restructuring or reorganizations of its current workforce.

(i) Nothing in this Clause 4.3 shall be construed to limit the right of Suriname, following

the Transfer, to amend or terminate any employee benefit plan, to the extent such

amendment or termination is permitted by the terms of the applicable plan and in

accordance with the provisions of this Transfer Agreement.

4.4 Equipment

On the Transfer, Suralco shall transfer the Equipment to Suriname, by registering the relevant

Equipment, to the extent possible, in Suriname’s name and further in accordance with

applicable Laws. The Equipment is listed in Schedule 4, which shall be updated by Suralco

immediately prior to the Transfer.

4.5 Properties

At the Transfer, Suralco shall transfer the Properties to Suriname by executing a notarial deed

and in accordance with the applicable Laws. Parties shall fully cooperate in executing the

relevant documents to transfer the Properties to Suriname. The Properties are listed in

Schedule 5, which shall be updated by Suralco immediately prior to the Transfer.

4.6 Information

At the Transfer, Suralco shall transfer the Information to Suriname in accordance with the

applicable Laws. DRAFT


22 August, 2018



4.7 Remaining Assets

Except to the extent identified as an Excluded Asset, Suralco shall transfer to Suriname on the

Transfer:

(a) all of the rights, claims, causes of action or rights of set-off of Suralco against Third

Parties relating to or arising from the Afobaka Hydroelectric Works, including

unliquidated rights under manufacturer’s and vendor’s warranties; and

(b) any other assets necessary to operate the Afobaka Hydroelectric Works acquired in

the period as of the date of this Transfer Agreement up to the Transfer in accordance

with this Transfer Agreement and the Framework Agreement.

4.8 Afobaka Hydroelectric Works Liabilities

(a) On the Transfer, Suralco shall assign and/or transfer each of the Afobaka

Hydroelectric Works Liabilities to Suriname, and Suriname shall accept

assignment/and or transfer of and assume each of the Afobaka Hydroelectric Works

Liabilities from Suralco, in accordance with the relevant Law governing each such

Afobaka Hydroelectric Works Liability. The Afobaka Hydroelectric Works

Liabilities are listed in Schedule 2, which shall be updated immediately prior to the

Transfer.

(b) Not less than ninety (90) days prior to the Transfer, Suralco, in the name of the

Parties, shall notify each Party which is (in part) entitled to an Afobaka Hydroelectric

Works Liability (the "Claimant"), by sending a notice ("Notification II"): (i)

introducing Suriname as Suralco's successor under the Afobaka Hydroelectric Works

Liability; and (ii) indicating that, if and to the extent, a Claimant has not within a

thirty (30) day period after the date of Notification II explicitly notified Suralco or

Suriname of its objections to the assumption by Suriname of the relevant Afobaka

Hydroelectric Works Liability, its consent thereto shall be deemed to have been

given. In the event the relevant Afobaka Hydroelectric Works Liability is transferred

to the Nominee Company, Suriname shall guarantee the Claimant the due

performance by the Nominee Company of its obligations under the relevant Afobaka

Hydroelectric Works Liability.

(c) If and to the extent a Claimant has notified Suralco or Suriname of its objections to

the assumption by Suriname of an Afobaka Hydroelectric Works Liability, Suriname

shall (i) without delay perform all obligations of Suralco with respect to the relevant

Afobaka Hydroelectric Works Liability, and (ii) Suriname shall fully indemnify

Suralco against any and all liabilities, costs, claims and damages in respect of any

failure on the part of Suriname to perform such obligations.

(d) Until an Afobaka Hydroelectric Works Liability has been fully assigned and/or

transferred to Suriname in accordance with the relevant law governing such Afobaka

Hydroelectric Works Liability, Suralco shall (so far as it lawfully may): (x) give all

reasonable assistance to Suriname (at Suriname’s request and expense) to enable

Suriname to perform all obligations of Suralco in respect of such Afobaka

Hydroelectric Works Liability; and (y) at Suriname’s request, use reasonable

endeavors with the cooperation of Suriname to obtain the consent of the Claimant to

DRAFT


22 August, 2018



complete the assignment and/or transfer of the relevant Afobaka Hydroelectric Works

Liability to Suriname.

5 TRANSFER EVENTS

On the Transfer, Parties shall do, or procure to be done those things in accordance with

Clause 4 of this Transfer Agreement and shall fully execute any agreements, deeds, transfers,

conveyances and other documents (in accordance with the applicable local Law and otherwise

as may be agreed between the Parties) and perform such acts and things as the other Parties

may reasonably require to transfer the Afobaka Hydroelectric Works Assets and the Afobaka

Hydroelectric Works Liabilities in order to implement and complete the transfer of the

Afobaka Hydroelectric Works from Suralco to Suriname, and to give all Parties the full

benefit of this Transfer Agreement.

6 WRONG POCKETS

If Suriname and/or Suralco discover at any time after the Transfer that certain Afobaka

Hydroelectric Works Assets have not been transferred to Suriname, the relevant Afobaka

Hydroelectric Works Assets will be transferred to Suriname by Suralco. If Suriname and/or

Suralco discover at any time after the Transfer that certain assets that do not relate to the

Afobaka Hydroelectric Works have been wrongly transferred to Suriname, the relevant assets

will be transferred back to Suralco by Suriname.

If at any time after the Transfer Suralco and/or AMS receives payments related to the

Afobaka Hydroelectric Works and such payments are for the periods after the Transfer,

Suralco or AMS (as the case may be) will immediately pay the relevant amounts to Suriname.

If at any time after the Transfer Suriname receives payments related to the Afobaka

Hydroelectric Works and such payments are for the periods prior to the Transfer, Suriname

will immediately pay the relevant amounts to Suralco or AMS (as the case may be).

If and to the extent a misallocated payment occurs, as described above, the recipient of such

misallocated payment shall immediately notify the other Party of such misallocated payment

and shall upon its first request provide the other Party with all relevant information to verify

the relevant payment.

7 RELEASE FROM OBLIGATIONS AND LIABILITIES

Without limiting anything else in this Transfer Agreement, from the Transfer Suriname fully

releases, indemnifies and holds harmless Suralco and AMS and each of their Affiliates,

Representatives and officers, from any and all obligations and liabilities, including the

Afobaka Hydroelectric Works Liabilities, arising out of or relating to the Afobaka

Hydroelectric Works, the lands on which it is built, including with respect to the design,

building and maintenance of the Afobaka Hydroelectric Works, power producing equipment

and appurtenances thereto and with respect to any applicable Environmental Laws or the

condition of the Properties or its past, current or future operations, whether arising before, on

or after the Transfer. DRAFT


22 August, 2018



8 MISCELLANEOUS

8.1 Transfer Taxes

All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes

and fees (including any penalties and interest) incurred in connection with the Transfer shall

be borne and paid by Suriname when due.

8.2 Conflict with Framework Agreement

Parties hereby agree that if and to the extent that this Transfer Agreement conflicts with the

provisions of the Framework Agreement, the Framework Agreement shall prevail. The Parties

shall ensure that at the first request of any Party, each Party shall take all further steps as

necessary or required to amend the provisions of this Transfer Agreement to ensure that the

provisions of the Framework Agreement shall prevail.

8.3 Language

A Dutch translation of this Transfer Agreement has been provided. In the event of a conflict

between the English version and the Dutch version of this Transfer Agreement, the English

version shall prevail.

8.4 Other provisions

Clause 9 of the Framework Agreement shall apply mutatis mutandis to this Transfer

Agreement.


DRAFT


22 August, 2018


and Execution Agreement Signature Page Agreed form final draft of 22 August, 2018

IN WITNESS WHEREOF, this Transfer Agreement has been duly executed and delivered as of the

date first above written.


By:

Name

Title


By:

Name

Title


By:

Name

Title

DRAFT


22 August, 2018


and Execution Agreement Schedule 1 Agreed form final draft of 22 August, 2018

Schedule 1 – Clause 3.2

Excluded Assets

[Note to draft: Schedule to be finalized at the time of the Transfer of the Afobaka

Hydroelectric Works.]

(a) All receivables of Suralco as of the Transfer including, for the sake of clarity, receivables due

and owing from Suriname;

(b) To the extent not expressly fully settled by this Transfer Agreement and/or the Framework

Agreement, all Suralco claims against Suriname arising prior to the Transfer that relate to the

Brokopondo Agreement, the Power Working Agreement or the Energy Agreement;

(c) All current and prior insurance policies of Suralco, AMS or any of either of their Affiliates

and all rights of any nature with respect thereto, including all insurance recoveries thereunder

and rights to assert claims with respect to any such insurance recoveries;

(d) All names, trade names and trademarks containing the names “Aluminum Company of

America,” “Alcoa”, “Suralco” or any variations thereof;

(e) All files (including all emails) relating to the transfer of Afobaka Hydroelectric Works Assets,

to the extend not included in the definition of ‘Information';

(f) Except to the extent included in the definition ‘Afobaka Hydroelectric Works Assets’,

Suralco’s and AMS’ books and records, including all computerized books and records, but

excluding the Information;

(g) The main switchyard, substations and transformers at Paranam;

(h) The thermal plant at Paranam;

(i) All pension assets held by Suralco as of the Transfer (for the avoidance of doubt: any pension

liabilities from Suralco will remain at Suralco);

(j) Any cash held by Suralco as of the Transfer; and

(k) All employment records for the Continuing Afobaka Hydroelectric Works Employees with

respect to their employment prior to the Transfer;

DRAFT


22 August, 2018



Schedule 2 - Clause 3.3

Existing AHW Liabilities



(a) Employment Liabilities

DRAFT


22 August, 2018



Schedule 3 – Clause 4.2(a)

Afobaka Hydroelectric Works Contracts

[Note to draft: the agreements identified below are expected to be renewed as each of their respective

terms conclude, subject to Suralco’s reasonable discretion to enter into agreements with new or

different terms and conditions or to enter into agreements with alternative counter-parties. Suralco

does not anticipate the present contracting conditions to materially change before the Transfer.

Generally these agreements have a term up to six months. The parties will update this schedule prior

to the Transfer to reflect the latest agreements whose terms are anticipated to extend beyond the

Transfer and therefore be assigned to Suriname at the Transfer.]

SUPPLIER DESCRIPTION OF SERVICES ANNUAL SPEND

(USD, approximate)

ABDOELRAHMAN MS

AANNEMINGSBEDRIJF Mowing Services $ 30,165

Busbedrijf Badjalala Employee Transportation Services $ 30,165

CCC Group Maintenance services

$ 334,000

COBO

Process Maintenance, Cooler

cleaning, Labor services and

consultancy services.

$ 631,394

DNV ISO Certification

Freightforwarding LVP and

Mail services Freight and material handling $ 75,000

Haukes

Weeding Services: Right of way

Clearing Tower and transport of

material

$ 156,613

Hi-Ranger

AIRCO MAINTENANCE & SMALL

ELECTRICAL MAINTENANCE

SERVICES

$ 26,811

IDS EQUIPMENT RENTAL Rental Equipment Services $ 29,000

NICOLE AANNEMINGS

BEDRIJF

Weeding Services Afobaka Housing

facilities $ 60,894

NSD TROUW Security Services Afo

$ 265,000

Procontrexc Consultancy CONSULTANCY SERVICES -

Afobaka (Power engineers)

$ 466,768

Schoonmaakbedrijf SAMPI

Housekeeping services @ Afobaka ,

Transport & Weeding services Tower

footings

$ 567,350

VSH United Purchasing and delivery of foreign

material

$ 1,226,404

ABB Transformer Overhaul services

DRAFT


22 August, 2018




(USD, approximate)

Andritz Hydro Ltd

Hydro unit turbine Overhaul and

Comissioning services and parts

supplier

$ 1,571,000

Arcadis External dry dam inspection services $ 745

Cummings Emergency generator, ATS services

and parts supplier

Flowserve Supplier of valves and control valves

Glenn underwater services External underwater dam inspection

services

$ 163,000

HARPO SKILLED LABOR during HU

overhaul

$ 368,034

IRIS POWER HV off Line PD Testing Services $ 45,936

NORTHLINE UTILITIES

LLC

To perform an inspection on the dual

circuit 161 kV transmission line $ 99,040

PANSA MACHINE SHOP SKILLED LABOR during HU

overhaul

$ 247,923

PROGRAMMABOB Repair , calibration ,analyzing of

equipment software

$ 226,269

RAF Consultancy (Thessa

Peterhof) Local dry dam inspection services $ 8,716

Rohe International Inc. Breaker Overhaul services and parts

supplier

$ 980,705

SHEBS CONSULTANCY

VISUAL INSPECTION AND

PENETRANT TESTING

/certification OF MOBILE CRANES,

OVERHEAD CRANES, HOISTS

AND LIFTING DEVICES;

$ 226,269

Siemens Voltage regular, field breakers control

services and parts supplier $ 37,880

STEEL FAB INC Design and Built of Floating

Bulkhead Gates $ 77,954

SURINAME DIVING NV UNDERWATER INSPECTION

Hydro Unit $ 12,233

THE HARTFORD STEAM

BOILER INSPECTION &

INSURANCE CO

Oil Sampling $ 8,085

DRAFT


22 August, 2018




(USD, approximate)

Voith Hydro unit generator Overhaul

services

$ 627,770

WSP USA

ENGINEERING SERVICES -

REVIEW & SUPV FLOATING

BULKHEAD/ dam inspection

$ 204,000

DRAFT


22 August, 2018


Schedule 4 Agreed form final draft of 22 August, 2018

Schedule 4 - Clause 4.4

Equipment



DRAFT

Number Equipment Suralco Remark1 Draft tube doors2 Draftf tube lifting device

DRAFT TUBE DECK

DRAFT

Number Equipment Suralco Remark1 Metal door used to close the entrance of the main building2 Mechanical gear operator used to close the entrance of the main building3 Electric motor used to close the entrance of the main building4 Telephone

MAIN ENTRANCE DOOR

DRAFT

Number Equipment Suralco Remark1 OH crane east 50T & 15T capacity used for materials transport2 OH crane west 50T & 15T capacity used for materials transport3 Gantry crane 45T capacity used for lifting bulkhead doors and materials4 Forklift truck M3095 Backup generator L7346 Generator SM 6087 Compressor L9318 Crane 30 tons

CRANES & Equipment

DRAFT

Number Equipment Suralco Remark1 Chairs meetings2 Tables meetings3 Refrigerator store cold drinks4 Telephone conference calls5 Internet connection perform work6 Beamer presentation7 Kitchenet for coffee, tea etc8 Storage area storage area9 Airconditioner

10 Water dispenser11 Floor mat12 Visitor ppe locker

CONF. ROOM OFFICE DECK

DRAFT

Number Equipment Suralco Remark1 Chairs2 Table3 Desk4 Refrigerator5 Floor mat6 Air conditioner7 Metal cabinet Storage of paperwork8 Storage area9 Telephone

10 Internet Connection

SUPT. OFFICE OFFICE DECK

DRAFT

Number Equipment Suralco Remark1 Kitchenet2 Microwave

3Scanner/printer/copy machine (black & white) In total 3 each; 1 only working, 2 others broken

4 Color printer5 Internet connection

PRINTER ROOM OFFICE DECK

DRAFT

Number Equipment Suralco Remark1 Desk2 Chairs3 Storage cabinets Storage of Documents4 Refrigerator5 Telephone6 Internet Connection

CIV. ENG. OFFICE OFFICE DECK

DRAFT

Number Equipment Suralco Remark1 Desks 2 Desks2 Chairs3 Storage cabinets Storage of Documents4 Paper shredder5 Desktop computer

MECH. ENG. OFFICE OFFICE DECK

DRAFT

Number Equipment Suralco Remark1 Batteries Set of batteries2 Chargers 3 Chargers3 Sink4 Eyewash station5 Bench6 Storage Cabinets

BATTERY ROOM OFFICE DECK

DRAFT

Number Equipment Suralco Remark1 Air handler Part of the central cooling system of the offices2 Airco duct system Part of the central cooling system of the offices3 Storage Cabinets Storage of materials

AIRCO ROOM OFFICE DECK

DRAFT

Number Equipment Suralco Remark1 Server equipment2 Telephone central hard ware3 Main internet connction hardware4 Storage cabinets5 Desk6 Telephone

COMMUNICATION ROOM OFFICE DECK

DRAFT

Number Equipment Suralco Remark1 Desks2 Chairs3 Storage cabinets Measuring tools storage4 DM board5 Telephone connection6 Internet connection7 Sink8 Table9 Desktop computer

MECHANIC OFFICE OFFICE DECK

DRAFT

Number Equipment Suralco Remark1 Desks2 Chairs3 Storage cabinets Measuring tools storage4 DM board5 Telephone connection6 Internet connection7 Sink8 Table9 Refrigerator

10 Desk top computer

ELECTRICAL OFFICE OFFICE DECK

DRAFT

Number Equipment Suralco Remark1 Building drainage system Drain system walks from upstream till lowest point down stream in station sump2 Storage cabinets storage of small materials and supplies3 Sprinkler/fire protection piping4 Brake

STORAGE CABINET AREA OFFICE DECK

DRAFT

Number Equipment Suralco Remark1 Building drainage system Drain system walks from upstream till lowest point down stream in station sump2 Oil / Water separator 3 Sprinkler/fire protection piping4 Main trafo oil tank5 Governor oil tank6 Bearing oil tank7 Explosion proof lamps8 Flammable storage cabinets to store flammable liquids9 Storage cabinets to store small lube oil containers

10 Exhaust fan11 Fire rated entrance door

LUBE OIL SHED OFFICE DECK

DRAFT

Number Equipment Suralco Remark1 Building drainage system Drain system walks from upstream till lowest point down stream in station sump2 Food lockers3 Stove4 Kitchenet5 White Board6 Tables7 Chairs8 Microwave9 Telephone

LUNCH ROOM OFFICE DECK

DRAFT

Number Equipment Suralco Remark1 Building drainage system Drain system walks from upstream till lowest point down stream in station sump2 Rescue materials3 Winding Bars main gen Main Generator4 Winding Bars aux gen Auxiliary5 Exitation Poles Rotor Main6 Exitation Poles Rotor Auxiliary Generator7 Insulating Plate Exiter Generator8 Space Heaters Main Stator Winding9 Insulating Blocks Stator Winding

10 Insulating Plate Stator Winding11 Insulation Bars Stator Winding12 Insulation Rivets Stator Winding13 Field Coil Exiter Generator14 Slipring Brushholder main Main Generator15 Slipring Brushholder aux Auxiliar Generator16 Brushholder Main shaft grounding17 Exhaust Fan Exitation cubicle18 Intakegate Motor19 Spillgate Motor20 Governor pressurepump kaplan Kaplan Units21 Governor pressurepump fixed blade Fixedblade Units22 Motor ACB ACB Aircompressor23 Stator station compressor Station compressor24 Rotor station compressor Station compressor25 Motor grease pump Greasepump26 Cooling fan motor main trafo Main Transformer27 Pendulum Motor governor Governor28 Motor turbine sump pump Turbine Sumppump29 Motor draft tube gate hoist Draftube Gate Hoist30 Motor dratf tube hoist gear Draftube Hoist Gear31 Waterwell pump32 Motor starter governor Governor starting system33 Motor gate limit governor Governor gatelimit34 Motor trafo oil pump Main Transformer oilpump35 Bushing low voltage side main trafo Main Transformer36 Bushing high voltage side main trafo Main Transformer37 Bushing nuetral volt. Side main trafo Main Transformer38 Oil valve main trafo Main Transformer39 Oil cooling pump main trafo Main Transformer40 Insulator 13.8 kv 13.8 Line main transformer41 Temperature Bulb Auxiliary Transformer42 Contact set housing Gernerator Breaker43 Resistance Gernerator Breaker44 Exhaust cooler Gernerator Breaker45 Resorbed Resistance Gernerator Breaker46 Contact Plug Gernerator Breaker47 Blush cocker (exhaust) Gernerator Breaker48 Insulator 161KV Breaker49 Insulator 13.8 KV Breaker50 Insulator 161 KV Bar Above 161KV Transformer51 Circuit Breaker 300 Amp Camfeeder52 Breaker 30 AmpDC Volt DC Main pannel53 Breaker 40 AmpDC Volt DC Main pannel54 Insulator Campfeeder Transformer55 Hoist Limit switch complete Overhead Crane56 Rail Shoe Overhead Crane57 Lighting Fixture Hazardous location58 Bolts/nuts/washers General59 Welding rods General60 Threaded rods General61 Pipe plugs General62 Intake door bearings Intake door63 Spare intercooler station compressor Station compressor64 Governor actuator parts Governor65 Governor distribution valve parts Governor66 ACB compressor pistons ACB compressor67 ACB compressor cylinders ACB compressor68 ACB conmpressor gasket kit ACB compressor69 Generator bolts and nuts HU generator70 Temperature gauges HU metering71 Pressure gauges HU metering72 Solenoid valves General73 Pen stock man door studs Unit 1-6 pen stock man door74 Spare Hydraulic Jacks General75 Brake pads and rivets Brake system76 Carbon seals and springs HU turbine section77 Grinding stones General78 Safety Relief Valves ACB,Gov tan, Air receiver tanks79 Gate valves General80 Spare Chain falls new General81 Spare shackles eyebolts General83 ACB compressor inlet filters ACB compressor84 Drum filters Lube oil 85 Dowel pins Generator and Turbine86 Turbine bolts and nuts Turbine87 Spare main oil valve Governor88 Bolts intake gates Intake door89 Drain all traps spare Air system90 Spare Fine filter oil pump General91 Spare bronze budshings Turbine92 Spare break bolts Turbine93 Gaskets General94 24 v lamps General95 24 v trafo General96 pvc fittings General

STORAGE DRY ROOM OFFICE DECK

DRAFT

Number Equipment Suralco Remark1 Mechanical tools storage2 Storage cabinets3 Gasket materials4 Thread cutter machine5 Tool boxes6 Hydraulic jacks7 Hydraulic pumps8 Slings 9 Shackles

10 Fall protection equipment11 Lube oil filtration pump

TOOL ROOM GENERATOR FLOOR

DRAFT

Number Equipment Suralco Remark1 Building drainage system Drain system walks from upstream till lowest point down stream in station sump2 Storage cabinets3 Welding rod oven4 Lathe machine 0015 Lathe machine 0026 Bench grinder7 Kolom drill (small)8 Kolom drill (medium)9 Welding unit AC

10 Welding unit DC11 Welding unit Diesel driven12 Ventilation fans13 Welding curtain14 Vise grips

MECHANICAL WORK AREA GENERATOR FLOOR

DRAFT

Number Equipment Suralco Remark1 Building drainage system Drain system walks from upstream till lowest point down stream in station sump2 Toilets3 Urinoirs4 Bathrooms5 Cold / Warm water installation6 Boiler (water heater)7 Washing machine 8 Dryer9 Toilet & Urinoir sewage piping

10 Storage lockers for employees clothes/shoes/ peronal belongings11 Airconditioner12 Exhaust fan13 Sink14 Benches

LOCKER ROOM GENERATOR FLOOR

DRAFT

Number Equipment Suralco Remark1 Toilet2 Airconditioners3 Sink sink is used for water quality checks4 Daily Managemen boards5 Table6 Kitchenet7 Desks8 Chairs9 Security camera monitoring system

10 Fire alarm control panel11 Control panel unit 1 till unit 6

12Control panel east -west and Rosebel transmission lines

13 Clocks14 Refrigerator15 Television16 Water dispenser17 Emergency Kit (EHBO)18 Internet connection19 Telephone connection20 Difibrilator kit

CONTROL ROOM GENERATOR FLOOR

DRAFT

Number Equipment Suralco Remark1 BULK HEAD DOORS2 HYDRO UNIT 1 INTAKE GATE/ TRASH RACK/HOIST3 HYDRO UNIT 1 PENSTOCK/SCROLLCASE/RUNNER CHAMBER4 HYDRO UNIT 1 TURBINE/WICKET GATE/CARBON SEAL/BRAKE SYSTEM5 HYDRO UNIT 1 TURB GREASE/ LUBE OIL SYST/COOLERS6 HYDRO UNIT 1 TURB GOV SYST/COOLERS7 TURBINE 1 GOVERNOR OIL PUMP 18 TURBINE 1 GOVERNOR OIL PUMP 1 MOTOR9 TURBINE 1 GOVERNOR OIL PUMP 2

10 TURBINE 1 GOVERNOR OIL PUMP 2 MOTOR11 TURBINE 1 GOVERNOR PRESSURE VESSEL12 HYDRO UNIT 1 TURBINE SRVS13 HYDRO UNIT 1 TURBINE SUMP PUMPS14 HYDRO UNIT 1 GENERATOR15 HYDRO UNIT 1 GENERATOR VOLTAGE REGULATOR16 HYDRO UNIT 1 MG SET GENERATOR17 HYDRO UNIT 1 MG SET MOTOR18 HYDRO UNIT 1 GEN AUXILIARY/PM GENERATOR19 HYDRO UNIT 1 GEN AIR COOLERS/AIRFLUSH SYSTEM20 HYDRO UNIT 1 GEN MAIN GENERATOR/BUSBAR/ARRESTOR21 HYDRO UNIT 1 PROTECTION/METERING/PT/CT/RTD22 HYDRO UNIT 1 GEN AIR BREAKER 131423 HYDRO UNIT 1 PIPING/VALVES24 HYDRO UNIT 1 480V AUX/MCC

HYDRO UNIT #1

DRAFT

Number Equipment Suralco Remark1 HYDRO UNIT 2 INTAKE GATE/ TRASH RACK/HOIST2 HYDRO UNIT 2 PENSTOCK/SCROLLCASE/RUNNER CHAMBER3 HYDRO UNIT 2 TURBINE/WICKET GATE/CARBON SEAL/BRAKE SYSTEM4 HYDRO UNIT 2 TURB GREASE/ LUBE OIL SYST/COOLERS5 HYDRO UNIT 2 TURB GOV SYST/COOLERS6 TURBINE 2 GOVERNOR OIL PUMP 17 TURBINE 2 GOVERNOR OIL PUMP 1 MOTOR8 TURBINE 2 GOVERNOR OIL PUMP 29 TURBINE 2 GOVERNOR OIL PUMP 2 MOTOR

10 TURBINE 2 GOVERNOR PRESSURE VESSEL11 HYDRO UNIT 2 TURBINE SRVS12 HYDRO UNIT 2 TURBINE SUMP PUMPS13 HYDRO UNIT 2 GENERATOR14 HYDRO UNIT 2 GENERATOR VOLTAGE REGULATOR15 HYDRO UNIT 2 MG SET GENERATOR16 HYDRO UNIT 2 MG SET MOTOR17 HYDRO UNIT 2 GEN AUXILIARY/PM GENERATOR18 HYDRO UNIT 2 GEN AIR COOLERS/AIRFLUSH SYSTEM19 HYDRO UNIT 2 GEN MAIN GENERATOR/BUSBAR/ARRESTOR20 HYDRO UNIT 2 PROTECTION/METERING/PT/CT/RTD21 HYDRO UNIT 2 GEN AIR BREAKER 132422 HYDRO UNIT 2 PIPING/VALVES23 HYDRO UNIT 2 480V AUX/MCC

HYDRO UNIT #2

DRAFT



HYDRO UNIT #3

DRAFT



HYDRO UNIT #4

DRAFT



HYDRO UNIT #5

DRAFT



HYDRO UNIT #6

DRAFT

Number Equipment Suralco Remark1 Building drainage system Drain system walks from upstream till lowest point down stream in station sump2 COMPRESSED AIR SYSTEM ACB 13 COMPRESSED AIR SYSTEM ACB 24 COMPRESSED AIR SYSTEM FIX BLADE AC 15 COMPRESSED AIR SYSTEM FIX BLADE AC 26 COMPRESSED AIR SYSTEM KAPLAN AC 17 COMPRESSED AIR SYSTEM KAPLAN AC 28 COMPRESSED AIR SYSTEM STATION AC 19 COMPRESSED AIR SYSTEM STATION AC 2

10 COMPRESSED AIR SYSTEM STATION AC 311 COMPRESSED AIR SYSTEM STATION AC 412 COMPRESSED AIR SYSTEM AIR RECEIVERS ACB13 COMPRESSED AIR SYSTEM ACB SRV 1 14 COMPRESSED AIR SYSTEM ACB SRV 2 15 Telephone16 Air ventilation duct17 Fire extinguishers

COMPRESSOR AREA GENERATOR FLOOR

DRAFT

Number Equipment Suralco Remark1 Building drainage system Drain system walks from upstream till lowest point down stream in station sump2 Storage cabinets3 Spare exciter rotor4 Spare ACB aircompressors5 Spare Governor pumps6 Spare Floating system7 Spare HV bushings8 Main trafo spare parts9 Spare Distirbution valve body

10 Table11 480v busbar12 Spare oil pot parts13 Air ventilation duct14 Fire extinguishers

MATERIAL STORAGE AREA GENERATOR FLOOR

DRAFT

Number Equipment Suralco Remark1 Building drainage system Drain system walks from upstream till lowest point down stream in station sump2 Storage cabinets3 Pipe fitting materials4 Hydraulic jacks5 Spare sump pumps6 Spare submersible pumps7 High pressure washer8 Oil / Water separator and piping9 Sewage ejector pump and piping

10 Overhaul tools storage11 Lifting tools 12 Cooler cleaning tool box13 Carbon seal repair tool box14 Work table15 Fire protection Hose rail16 Cable trays17 Ladders18 AC Welding unit19 Portable oil/water separator

MECHANICAL STORAGE AREA TURBINE FLOOR

DRAFT

Number Equipment Suralco Remark1 Building drainage system Drain system walks from upstream till lowest point down stream in station sump2 Foundation drains3 Main dam movement measuring device4 Air ventilation duct

INTAKE GALLERY TURBINE FLOOR

DRAFT

Number Equipment Suralco Remark1 Building drainage system Drain system walks from upstream till lowest point down stream in station sump2 Telephone3 Fire booster pump4 Cable trays5 Cooling water piping unit 1 till 66 Fire protection hose rails7 Co2 fire protection assembly8 Air ventilation fans9 Air ventilation duct

10 Kaplan unit air receiver tank11 Fixed blade unit air receiver tank12 Station air receiver tank

AREA TURBINE FLOOR

DRAFT

Number Equipment Suralco Remark1 Building drainage system Drain system walks from upstream till lowest point down stream in station sump2 Telephone3 Station sump pump #14 Station sump pump #25 Station sump pump #36 Jet water pump7 Submersible sump pump8 station sump pump piping

STATION SUMP AREA

DRAFT

Number Equipment Suralco Remark1 Building drainage system Drain system walks from upstream till lowest point down stream in station sump2 Telephones3 Unit #1 mandoor4 Unit #2 mandoor5 Unit #3 mandoor6 Unit #4 mandoor7 Unit #5 mandoor8 Unit #6 mandoor

DRAFT TUBE GALLERY

DRAFT

Number Equipment Suralco Remark1 Telephone2 Portable air compressor3 Lathe machine4 Spare Oil pipes5 Spare shaft sleeve (used spare)6 Special tool icw overhaul7 Spare intake gate seals8 Spare intake gate hoist cables9 Spare station sump pump

10 Spare boats11 Plate material12 Well rehab material13 Butterfly valves14 Gate valves15 Spare HV tower structure materials16 Pipe fitting materials17 Spare brake pads for gantry crane18 Spare gen guide bearing segments (1 set compl)19 Wooden blocks20 Elictrical appliances out of order21 Spare WG arm

STORAGE AREA WOOD WORKING SHOP AREA

DRAFT

Number Equipment Suralco Remark1 Paint2 Grit blasting material3 Scaffold material

PAINT SHED WOOD WORKING SHOP AREA

DRAFT

Number Equipment Suralco Remark1 Oxygen bottles2 Acethylene bottles3 Argon bottles4 CO2 bottles5 Nitrogen bottles6 Cooking gas bottles

GAS SHED WOOD WORKING SHOP AREA

DRAFT

Number Equipment Suralco Remark1 Spill way gates2 Spare HV tower3 Overhaul special devices4 Piping materials5 Structure materials6 Dam repair stock pile 7 Road repair stock pile8 6 inch concrete bricks9 Test weights

OUTSIDE WOOD WORKING SHOP AREA STORAGE

DRAFT

Description SURALCO RemarkLay out: Living roomDinning roomSleeping roomStorage and Laundry roomParking lot Owner See plan view drawing Washer and dryer OwnerAirconditioning Owner All rooms including living room have air conditioning

Kitchen areaOwner

Kitchen is fully stacked with cooking utensils (pots & pans)

Swimming pool Owner Kids swimming pool at the back of the houseSofa set OwnerWiFi connection OwnerBeds and matrasses Owner Sleeping accomodations for 20 personsTv OwnerBoiler OwnerRefrigerator OwnerBathroom Owner Two each bathroomTelephone OwnerStove OwnerPillows OwnerMicrowave OwnerDining table and chairs OwnerOutdoor chair Owner

EQUIPMENT: HOUSE A02

DRAFT


Kitchen areaOwner



EIQUIPMENT: HOUSE A03

DRAFT


Kitchen areaOwner




DRAFT

Description SURALCO RemarkLay out: Living roomDinning roomSleeping roomStorage and Laundry roomParking lot Owner See plan view drawing Washer and dryer OwnerAirconditioning Owner All rooms including living room have airconditioning

Kitchen areaOwner




DRAFT

Device Number

Description SURALCO Remark

Lay out: Laundery AreaIce maker area OwnerWasher and dryer OwnerIce makers OwnerStorage cabinets OwnerPotable water OwnerWash table Owner480 Voltage Owner

Ice and Laundery shed

DRAFT

Device Number


Main Swimming pool Owner Located at the top of the staff hill AfobakaSecondary Swimming pool Owner Kids swimming pool at the top of staff hill AfobakaPool Pump OwnerDouche area OwnerArea around has been tiled Owner

Swimming pool

DRAFT

Device Number


Hall Owner Located at the top of the staff hill Afobaka for recreational purposes. Storage room OwnerToilet OwnerTables OwnerChairs OwnerTelephone OwnerWiFi Access Owner

Recreational hall next to Swimming pool

DRAFT

quioment: Device

NumberDescription SURALCO Remark

Standpipe Owner Potable water storage tankPump Owner Kids swimming pool at the top of staff hill Afobaka

EQUIPMENT: STANDPIPE

DRAFT

Description SURALCO RemarkLay out: Living roomDinning roomSleeping rooms OwnerWasher and dryer OwnerAirconditioning Owner All rooms including living room have air conditioning

Kitchen areaOwner


Sofa set OwnerWiFi connection OwnerBeds and matrasses Owner Sleeping accomodations for 10 personsTv OwnerBoiler OwnerRefrigerator OwnerBathroom Owner Two each bathroomTelephone OwnerStove OwnerPillows OwnerMicrowave OwnerDining table and chairs Owner

EQUIPMENT: LAKE VIEW

DRAFT


Kitchen areaOwner



EQUIPMENT: Jungle View

DRAFT


Kitchen areaOwner



EQUIPMENT: Road View

DRAFT


Kitchen areaOwner



EQUIPMENT: Trailer B5

DRAFT


Kitchen areaOwner




DRAFT

Description SURALCO RemarkLay out: Living roomDinning roomSleeping rooms OwnerWasher and dryer OwnerAirconditioning Owner All rooms including living room have air-conditioning

Kitchen areaOwner




DRAFT


Kitchen areaOwner




DRAFT

Description SURALCO RemarkLay out: Living roomLunch room area Sleeping rooms Owner

Plan view Bachelor house:

Washer and dryer OwnerAirconditioning Owner All rooms including lunch room have air conditioning

Kitchen Owner


WiFi connection OwnerBeds and matrasses Owner Sleeping accomodations for 25 personsTv OwnerBoiler OwnerRefrigerator OwnerBathroom Owner Two each bathroomToilets Owner Two each toiletsTelephone OwnerStove OwnerPillows OwnerMicrowave Owner Table and chairs OwnerChest Freezer OwnerCabin (Precamp) Owner Used as storage area for the kitchen suppliesStainless steel wash tables OwnerVegetable cooling refrigerator Owner

EQUIPMENT: Bachelor Quarters

A619938PN.pdf

DRAFT

DRAFT

Description SURALCO RemarkLay out: Living roomLunch room area Sleeping rooms Owner

The first floor of this house is used for the security team onsite and the floor below is occupied by the overseer

Washer and dryer OwnerAirconditioning Owner All rooms including living room have air conditioning

Kitchen Owner


WiFi connection OwnerBeds and matrasses Owner Sleeping accomodations for 18 personsTv OwnerBoiler OwnerRefrigerator OwnerBathroom Owner Two each bathroomToilets Owner Two each toiletsTelephone OwnerStove OwnerPillows OwnerMicrowave Owner Table and chairs Owner

EQUIPMENT: Surmac House

DRAFT


Water plant

Owner

This water treatment plant is used to filter and produce potable water by injecting with chlorine and caustic.

Submersible pumps OwnerCaustic storage area OwnerChlorine storage and mixer area OwnerThe water plant area is enclosed with a fence OwnerChlorine and Caustic OwnerAbove ground piping at the water plant for discharge of potbale water to the standpipe and the Powerhouse Owner480 Voltage supply OwnerStorage shed Owner

EQUIPMENT: Water plant

DRAFT


Road bridge OwnerThis steel bridge spans the Suriname river and makes a

connection to the East side of the dam, ultimatly leading to the East saddle dikes

Length: 762 FtRoadway deck width: 34FtSteel Structure with truss constructionBolted connectionsCurrently under maintananceSupported on 5 each concrete piers

EQUIPMENT: Road bridge

DRAFT


West Embankment dike OwnerThe west embankment is a sandfill embankment which has an upstream impervious core with an inclined filter and a large downstream zone of sandfill.

Length: 3004 FtCrest width: 20Ft

Observation wells14 Ea wells located at the downstream toe and abutment of the west embankment

Seepage monitoring 4 Ea seepage monitoring loactions downstreamPharshall flume For seepage monitoring at Afobaka creekStair One each access from dike toe to the pharshall flumeSurface settlement points on the crest 14 each

EQUIPMENT: West Embankment

DRAFT


East Embankment dike Owner

The east embankment cross section has an upstream impervious core with an inclined filter drain. The east embankment has two distinct types of embankments separated by a transition. A sandfill embankment and a rockfill embankment.

Length: 2364 FtCrest width: 20Ft

Observation wells11 Ea wells located at the downstream toe and abutment of the west embankment

Surface settlement points on the crest and downstream 14 each

Lever gate

Concrete slab downstram Slab was constructed for stability of this embankment section in times of spilling

EQUIPMENT: East Embankment

For access from the main road to the downstream east embankment

DRAFT


Powerhouse Owner

The intake section is a concrete gravity section with anintegrated powerhouse. The intake section consists of seven monolith blocks and is approximately 357 feet in length. The powerhouse has six generating units with an installed capacity of 189 megawatts (MW) at a normal operating head of 134 feet.

Length: 357FtCrest width: 20FtStairs Access from main switch yard to the filler valve deckMonolith blocks: 7 each

Sliding gate

EQUIPMENT: Powerhouse (external)

Entry to the powerhouse is through a remote operated sliding gate

DRAFT


Spillway Owner

The five-bay concrete ogee spillway is equipped with Tainter gates, extends approximately 215 feet and hasa design flood outflow of 207,000 cubic feet per second (cfs) with a 5-foot surcharge above normal full pool El. 264. The crest of the concrete ogee is at El. 224.

Spillway bay : 5 eachSpillway gates: 5 eachSpillway hoist: 5 eachTrunion for spillway gates: 10 eachSpillway gate chain: 5 eachHoist breaker

EQUIPMENT: Spillway

DRAFT


ESD OwnerFour saddle dikes are located along the east reservoir rim. These saddle dikes have water on them at normal pool and are substantial embankments.

Number of ESD: 4 each Elavation ESD #1 - ESD #4: Range from El. 277 – El. 278.5

Seepage weirsSurface settlement pointsSlope protection upstream with rip rapSlope protection downstream with gravel

EQUIPMENT: East Saddle Dike (ESD)

DRAFT


WSD OwnerTwelve saddle dikes are located along the westreservoir rim. Some of these dikes are freeboard dikes and retain no water at normal pool.

Number of ESD: 12 each Elavation WSD: Crest El. 272Slope protection upstream with rip rapSlope protection downstream with gravel

EQUIPMENT: West Saddle Dike (WSD)

DRAFT

Description SURALCO RemarkFueling Area Owner

Diesel dispenser OwnerGasoline dispenser OwnerGasoline above ground storage tank with pump OwnerDiesel above bround storage tank OwnerCurbed and fenced area of the above ground tanks OwnerDrum storage area OwnerEmpty and full drums drums OwnerCurb area of above ground tank and drum storage area has a discharge pipe connected to a oil water separator

Owner

Paved slab for fueling

EQUIPMENT: Fueling area

DRAFT

Description SURALCO Remark Paved Parking Lot

OwnerParking space for 10 light vehicles. Located in front of the fueling station.

Mandatory reverse parking OwnerPotable water drain tap for washing of cars Owner

EQUIPMENT: Parking Lot

DRAFT

Description SURALCO RemarkTiemba Dock

OwnerLocated right next to the west embankment at the west abutment. Dock is being used for loading and unloading of boats

Mandatory reverse parking OwnerBoats OwnerOutboards motors 30 PK horse power OwnerTrailer for boats

EQUIPMENT: Tiemba Dock

DRAFT

Description SURALCO RemarkStorage area main dam

OwnerLocated in front of the west embankment are containers in which general supplies have been stored

Container #1 Owner Contains outboardsContainer #2 and #3 Owner Containes spare partsGasoline tanks for outboad motors OwnerSwimming vest OwnerKrovar herbicide chemical OwnerOutboards motors 30 PK horse power Owner

EQUIPMENT: Storage area Main dam

DRAFT

Description SURALCO RemarkQuarry A and B

OwnerLocated downstream of the powerhouse and spillway section is known as Quarry A and right beside this area is Quarry B.

Pharshall flume at Quarry B Owner To measure flow at this loaction Stairs OwnerDownstream Afobaka bridge Owner

EQUIPMENT: Quarry A &B

DRAFT

Description SURALCO RemarkAir strip

OwnerLocated behind the water plant and is used for small commercial helicopters or aircrafts.

EQUIPMENT: Air strip

DRAFT

Device number Voltage Discription Location Main trafo 1 161kV/13.8kV Main transformer 1 (161/13.8kV) AFO-yardMain trafo 2 161kV/13.8kV Main transformer 2 (161/13.8kV) AFO-yardMain trafo 3 161kV/13.8kV Main transformer 3 (161/13.8kV) AFO-yardAux trafo 1 13.8kV/480V Aux Transformer 1 AFO-yardAux trafo 2 13.8kV/480V Aux Transformer 2 AFO-yardAux trafo 3 13.8kV/480V Aux Transformer 3 AFO-yardEmerg Gen 480V Emergency Generator AFO-yard1510 161kV Eastline SF6 line-breaker AFO-yard1520 161kV Eastbus tie-breaker AFO-yard1530 161kV Westbus tie-breaker AFO-yard1540 161kV Westline SF6 line-breaker AFO-yard1314 13.8kV Generator-breaker hydro unit 1 AFO Bld1324 13.8kV Generator-breaker hydro unit 2 AFO Bld1334 13.8kV Generator-breaker hydro unit 3 AFO Bld1344 13.8kV Generator-breaker hydro unit 4 AFO Bld1354 13.8kV Generator-breaker hydro unit 5 AFO Bld1364 13.8kV Generator-breaker hydro unit 6 AFO Bld1303 13.8kV Station service trafo 3 disconnect AFO1302 13.8kV Station service trafo 2 disconnect AFO1301 13.8kV Station service trafo 1 disconnect AFO1517 161kV Air operated disconnect main trafo 1 AFO-yard1527 161kV Air operated disconnect main trafo 2 AFO-yard1537 161kV Air operated disconnect main trafo 3 AFO-yard1521 161kV Eastbus air operated disconnect AFO-yard1529 161kV Westbus air operated disconnect AFO-yard1509 161kV Eastline air operated disconnect AFO-yard1539 161kV Westline air operated disconnect AFO-yard1531 161kV Westbus hand operated tie-disconnect AFO-yard1519 161kV Eastbus hand operated tie-disconnect AFO-yard1541 161kV Westline hand operated line-disconnect AFO-yard1511 161kV Eastline hand operated line-disconnect AFO-yard

161kV HV towers (4X) AFO-yard

DRAFT

Device number Voltage Discription Location 1311 13.8kV Rural/Camp hand operated disconnect from main trafo 1 AFO Rural/Camp pole1313 13.8kV Rural/Camp hand operated disconnect from main trafo 2 AFO Rural/Camp pole1315 13.8kV Rural hand operated disconnect AFO Rural/Camp pole1317 13.8kV Campfeeder hand operated disconnect AFO Rural/Camp polePole CA-01 480V Fuse disconnect Camp poleCamp Fdr trafo 13.8kV/4.16kV Campfeeder Transformer 13.8kV/4.16kV Near camp Fdr pole

DRAFT

Equipment 161 KV Towers Arrestors Grounding connections (counter poises)InsulatorsStatic wire (Over the distance of the HV towers

DRAFT

Agreed form final draft 22 August 2018

Afobaka Hydroelectric Works Transfer andExecution Agreement

Schedule 5 Agreed form final draft of 22 August 2018

Schedule 5 - Clause 4.5 Properties

[Note to draft: Schedule to be finalized at the time of the Transfer of the Afobaka Hydroelectric Works.]

DRAFT

No Main properties Elevation overview AreasDraft tube deckMain entrance doorCranesConference roomSuperintendant OfficePrinter roomCivil engineer officeMechanical engineer officeBattery roomAirco roomCommunication roomMechanic officeElectrical officeStorage cabinet areaLube oil shedLunch roomStorage Dryroom

Tool roomMechanical work areaLocker roomControl roomUnit #1Unit #2 Unit #3 Unit #4 Unit #5 Unit #6 Compressor areaMaterial storage area

Mechanical storage areaIntake galleryArea turbine floorStation sump area

Draft tube gallery

Storage areaPaint shedGas bottle shedOutside wood working shop area storage

2 WW shop area

AFOBAKA PROPERTY OVERVIEW1

Power Building Powerhouse

MAIN ENTRANCE / OFFICE DECK

GENERATOR FLOOR

TURBINE FLOOR

DRAFT TUBE GALLERY

DRAFT

Sub areas1

Recreational Facilities

1. House A022. House A033. House A044. House A055. Ice and Laundry shed6. Swimming pool7. Recreational hall next to swimming pool8. Standpipe9. Trailer "Lake View"10. Trailer "Jungle View"11. Trailer "Road View"12. Trailer "B5"13. Trailer "B6"14. Trailer "B1"15. Trailer "B2"16. Bachelors quarters (House)17. Surmace house

2 Water plant3 Road Bridge4

Afobaka dam area

1. West Embankment, including access controlstructures (gates)2. East Embankment, including access controlstructures (gates)3. Powerhouse4. Spillway5. East Saddle Dikes6. West Saddle Dikes7. Fueling area8. Parking Lot9. Tiemba dock10. Storage area11. Quarry A and B

5 Air strip

Properties

DRAFT

No. Properties1 MSY Afobaka2 MSY Rural & Camp Fdr3 161 KV towers

DRAFT


22 August, 2018

Framework Agreement Annex B Agreed form final draft of 22 August, 2018

Annex B

Environmental Remediation and Rehabilitation Agreement


DRAFT


22 August, 2018

D R A F T

ENVIRONMENTAL REMEDIATION AND REHABILITATION

AGREEMENT

BY AND AMONG


AND


AND


[DATE], 2018DRAFT

TABLE OF CONTENTS

Page

Environmental Agreement i Agreed form final draft of 22 August, 2018

1 REFERENCES ......................................................................................................................... 2

2 ENVIRONMENTAL LIABILITIES ........................................................................................ 2

3 MANAGEMENT OF REMEDIATION LIABILITIES ........................................................... 2

4 MANAGEMENT OF REHABILITATION LIABILITIES ..................................................... 3

5 STANDARDS FOR REMEDIATION AND REHABILITATION ......................................... 4

6 RELEASE FROM OBLIGATIONS AND LIABILITIES ....................................................... 5

6 MISCELLANEOUS ................................................................................................................. 5

ANNEXES

Annex I - Environmental Remediation Scope of Work – Clause 3.1

Annex II - Mine Rehabilitation Plan – Clause 4.1

DRAFT

Environmental Agreement 1 of 6 Agreed form final draft of 22 August, 2018

THIS ENVIRONMENTAL REMEDIATION AND REHABILITATION AGREEMENT is

entered into as of [date] 2018 (collectively, with the Annexes hereto, the "Environmental

Agreement"), by and among:


("Suriname");




(3) N.V. Alcoa Minerals of Suriname, a public company with limited liability company,

organized and existing under the laws of the Netherlands, having its statutory seat at The

Hague, the Netherlands, with its business address at Van 't Hogerhuysstraat 13, Paramaribo,

Suriname ("AMS"),

Suriname, Suralco and AMS are sometimes referred to herein as the "Parties" and each individually

as a "Party".

WHEREAS:

(A) The Parties are entering into this Environmental Agreement in connection with that certain




Hydroelectric Works Assets and the Afobaka Hydroelectric Works Liabilities and

interim undertakings for the period between the date of this Framework Agreement

and the Transfer Date;





documentation and residual obligations in accordance with the terms of this





(B) The Parties, pursuant to the Framework Agreement, commit to set out their further agreement

on the terms and conditions of the environmental remediation, reclamation and mine

rehabilitation to be performed by Suralco and AMS.



acknowledged, the Parties agree as follows: DRAFT


22 August, 2018


1 INTERPRETATION

1.1 Capitalized terms used in this Environmental Agreement, including in the preamble above,

shall have the meaning set forth in the Framework Agreement.

1.2 In addition to the provisions of this Clause 1 and Clause 7.2 hereof, U.S. industry standards

and customs shall apply to ascertain the meaning of any non-defined terms of this

Environmental Agreement, for the avoidance of doubt, including Annex I and Annex II.

1.3 The rules of construction included in Clause 1 of the Framework Agreement shall apply

mutatis mutandis to this Environmental Agreement.

2 ENVIRONMENTAL LIABILITIES

2.1 Management of Environmental Liabilities

Suralco and AMS shall undertake remediation and rehabilitation activities to eliminate or

reduce to acceptable levels adverse impacts on human health, safety and the environment

caused by the mining, refining and smelting activities of Suralco and AMS, by completing the

site-specific remediation and rehabilitation plans developed by Suralco and AMS, as attached

hereto and made a part of this Environmental Agreement and having the same effect as if set

forth in full herein.

2.2 Performance of O&M Obligations

Suralco and AMS shall perform any specified O&M in the manner set forth in the Matter

Closure Reports or Mine Rehabilitation Closure Reports. Suralco and AMS may assign O&M

obligations to any third party with an interest in the real property at issue, however, Suriname

shall have the right to approve the transfer of liability upfront to any such assignee, which

shall not be withheld without good cause, based on a satisfactory due diligence review of

information pertaining to assignee’s ability to carry out the O&M obligations. At least six (6)

months before the planned transfer date, Suralco and AMS will provide Suriname with the

documents necessary, including baseline assessments and credit worthiness of the assignee

for Suriname to appropriately evaluate the proposed third-party assignee at the sole expense

of Suralco and AMS, the cost of which to be agreed upon by the parties beforehand. In the

case where said transfer includes deferred liabilities, a mutually agreed reserve (such as a

letter of credit to the Government, funded escrow account, insurance policy, etc.) will be

established to secure funding to manage these liabilities. Thereafter, Suralco and AMS shall

have no further obligations with respect to the matter or condition which was the subject of

the assignment.

2.3 Resources

Remediation, reclamation and rehabilitation work will be performed by contractors or other

individuals or entities selected in the sole discretion of Suralco, with the appropriate skill and

expertise, who will abide by Suralco standard terms and conditions for services.

3 MANAGEMENT OF REMEDIATION LIABILITIES

3.1 Remediation Activities

Following the execution of the Framework Agreement, Suralco and AMS shall perform and

complete, at their sole cost and expense, the remedial and closure activities at the locations set

forth in Annex I, using the methodologies and approaches set forth in Annex I. Environmental

Remediation Scope of Work (the "Remediation Activities"). Suralco and AMS shall perform

DRAFT


22 August, 2018


and complete, where necessary, at their sole cost and expense, its monitoring and post

monitoring of the Remediation Activities at the locations set forth in Annex I.

3.2 Remediation Plans

With regard to certain matters identified in Annex I, Suralco agrees to share with Suriname

copies of summaries, design criteria reports, or similar scope of work documents, when such

materials are generated as part of the Remediation Activities and at least sixty (60) days prior

to the commencement of work at such areas. These materials are not subject to approval by

Suriname but are shared in the spirit of transparency. Consistent with Annex I, Suralco and

AMS will notify Suriname of material changes to proposed scopes of work where significant

changes occur in Suralco’s understanding of site conditions necessitating a different or

additional approach for achieving completion of the Remediation Activities for a given

matter.

3.3 Final Reports

With regard to each matter identified in Annex I, Suralco and AMS shall provide to Suriname

a hard and electronic copy of all final written reports and other final documents evidencing

completion of the Remediation Activities for the given matter and identifying operation,

maintenance, and monitoring requirements, if applicable ("Matter Closure Report").

Suriname shall have the right to review and object to the Matter Closure Report for good

cause, as further set out in Annex I, Suriname may involve, a competent third party

environmental expert(s) to assist Suriname in its review of Matter Closure Reports and

provide a recommendation to Suriname regarding whether the Remedial Clean Up Criteria

have been achieved. Suralco will help fund any such external environmental expert by

reimbursing Suriname’s cost, capped at the rate of USD 50 per page containing substantive

material and USD 100 for any data tables final review and provide a recommendation to

Suriname. Within sixty (60) days of receiving a Matter Closure Report, Suriname will notify

Suralco and AMS in writing of any deficiencies regarding completion of the Remedial

Activities at issue, if any, but in no case will such identification occur after ninety (90) days

of receiving a Matter Closure Report, after which time the Matter Closure Report becomes

final. The Parties agree that deficiencies shall be limited to the Remediation Activities not

achieving the applicable Remedial Clean Up Criteria as set out in Section 4.1 of Annex I for

the matter that is the subject of the Matter Closure Report, taking into account any

engineering, institutional or other controls and any other relevant site-specific conditions.

Upon receipt of any allegation of deficiency, which must be stated in writing in reasonably

sufficient detail to enable evaluation of the claim, Suralco and AMS will either address the

deficiency or provide an explanation to the reasonable satisfaction of Suriname as to why the

Remediation Activities comply with the requirements of the specific Closure Plan, Annex I

and this Environmental Agreement. Thereafter, Suralco and AMS shall have no further

obligations with respect to the conditions that are the subject of the Matter Closure Report,

other than post-remedy operation and maintenance as specified in a given Matter Closure

Report.

4 MANAGEMENT OF REHABILITATION LIABILITIES

4.1 Rehabilitation Activities

Suralco and AMS shall perform and complete, at their sole cost and expense, the

rehabilitation activities at the locations, using the methodologies and approaches set forth in

Annex II Mine Rehabilitation Plan ("Rehabilitation Activities"). Suralco and AMS shall

perform and complete as necessary, at their sole cost and expense, its monitoring and post

monitoring of the Rehabilitation Activities at the locations set forth in Annex II, Mine

Rehabilitation Plan.

DRAFT


22 August, 2018


4.2 Mine Rehabilitation Plans

With regard to certain matters identified in Annex II, Suralco agrees to share with Suriname

copies of summaries, design criteria reports, or similar scope of work documents, when such

materials are generated as part of the Rehabilitation Activities and at least sixty (60) days

prior to the commencement of work at such areas. Consistent with Annex II, Suralco and

AMS will notify Suriname of material changes to proposed scopes of work where significant

changes occur in Suralco’s understanding of site conditions necessitating a different or

additional approach for achieving completion of the Reclamation Activities for a given area.

4.3 Methodologies and Approaches

(a) Consistent with the methodologies and approaches set forth in Annex II, Suriname

will review and approve rehabilitation plans for those areas subject to the Mining Act

of May 8, 1986. The Parties agree that Suralco will apply methodologies and

approaches set forth in Annex II. Consistent with Annex II, Suralco and AMS will

notify Suriname of material changes to proposed scopes of work.

(b) Parties agree that for the areas not subject to the Mining Act of May 8, 1986, Suralco

and AMS will apply methodologies and approaches set forth in Annex II. Consistent

with Annex II, Suralco and AMS will notify Suriname of material changes to

proposed scopes of work.

4.4 Final Reports

With regard to each matter identified in Annex II, Schedule 3 requiring remediation or

reclamation, Suralco and AMS shall provide to Suriname a copy of all final written reports

and other final documents evidencing completion of the Rehabilitation Activities for the

given matter and where applicable identifying any proposed operation, maintenance, and

monitoring requirements, ("Mine Rehabilitation Closure Report"). Suriname shall have the

right to review and object to the Mine Rehabilitation Closure Report for good cause, as set out

in Annex II. Suriname may involve, at Suriname’s sole expense, a third-party assessor or a

panel of experts to undertake the final review and provide a recommendation to Suriname.

Within sixty (60) days of receiving a Mine Rehabilitation Closure Report, Suriname will

notify in writing any deficiencies regarding completion of the Rehabilitation Activities, if

any, but in no case will such identification occur after ninety (90) days of receiving a Mine

Rehabilitation Closure Report, after which time the Mine Rehabilitation Closure Report

becomes final. The Parties agree that deficiencies shall be limited to the Rehabilitation

Activities not achieving the applicable Rehabilitation Standards as set out in Section 2.1 of

Annex II for the matter that is the subject of the Mine Rehabilitation Closure Report, taking

into account any engineering, institutional or other controls and any other relevant site-

specific conditions. Upon receipt of any allegation of deficiency, which must be stated in

writing in reasonably sufficient detail to enable evaluation of the claim, Suralco and AMS

will either address the deficiency or provide an explanation to the reasonable satisfaction of

Suriname as to why the Rehabilitation Activities comply with the requirements of Annex II,

the specific closure plan and this Environmental Agreement. Thereafter, Suralco and AMS

shall have no further obligations with respect to the conditions that are the subject of the Mine

Rehabilitation Closure Report other than any post-remedy O&M identified therein.

5 STANDARDS FOR REMEDIATION AND REHABILITATION

5.1 Remediation and Rehabilitation Standards

DRAFT


22 August, 2018


Suralco shall perform all Remediation and Rehabilitation Activities and O&M (as applicable),

to the standards set forth in Annex I and Annex II, which standards allow for the use of

institutional and engineering controls to eliminate pathways of exposure.

5.2 Cooperation

The Parties shall work cooperatively to establish, implement and enforce deed restrictions,

engineering and other institutional controls to achieve remedial and rehabilitation objectives

and performance standards.

5.3 Derogation

Suriname will undertake all necessary actions, including proposing new legislation to enable

Suralco and AMS to perform their obligations pursuant to this Environmental Agreement and

its Annexes I and II and to exercise all of its rights and privileges therefrom. In case of a

conflict between what is stated in this Environmental Agreement, Annex I or Annex II and

what is stated in any local legal regulations, derogation takes place from the regulations, of

and insofar as is necessary for the fulfilment of the Remediation and Rehabilitation Activities.

5.4 Monitoring and Post-monitoring

Suriname reserves the right to monitor all sites where Remediation and Rehabilitation

Activities are being or have been conducted and will have access to such sites, subject to

Suralco’s requirements regarding worker/visitor health and safety procedures.

6 RELEASE FROM OBLIGATIONS AND LIABILITIES

Upon a Matter Closure Report or Mine Rehabilitation Closure Report becoming final, for the

matters addressed therein, Suriname (i) fully releases, indemnifies, and holds harmless

Suralco, AMS, Arconic, AWA and each of their respective Affiliates and Representatives,

from any Environmental Laws, or any other liabilities relating to the known past and current

condition of the land or past and present operations on the land, (ii) for mine concession

areas, fully releases Suralco, AMS, Arconic, AWA and each of their respective Affiliates and

Representatives, from any Environmental Laws, or liabilities relating to the known and

unknown past, current, and future condition of the land or past, present and future operations

on the land, and (iii) for areas requiring remediation as set out in Annex I, fully releases

Suralco, AMS, Arconic, AWA and each of their respective Affiliates and Representatives,

from any Environmental Laws, or any other liabilities relating to the known past, current, and

future condition of the land or past, present and future operations on the land. For matters

addressed in Annex I, Suralco will be liable for future remediation unknowns where it can be

shown that Suralco was the polluter, in which case such liabilities shall be treated the same as

O&M liability, as set out above in Clause 2.2 of this Environmental Agreement. Furthermore,

the above release does not apply to any O&M specified in the subject Matter Closure Report

or Mine Rehabilitation Closure Report.

7 MISCELLANEOUS


Parties hereby agree that if and to the extent that this Environmental Agreement conflicts with

the provisions of the Framework Agreement, the Framework Agreement shall prevail. The

Parties shall ensure that at the first request of any Party, each Party shall take all further steps

as necessary or requisite to amend the provisions of this Environmental Agreement to ensure

that the provisions of the Framework Agreement shall prevail.

DRAFT


22 August, 2018


7.2 Language

A Dutch translation of this Environmental Agreement has been provided. In the event of a

conflict between the English version and the Dutch version of this Environmental Agreement,

the English version shall prevail.

7.3 Other Provisions

The Dispute Resolution mechanism set out in Clause 9 of the Framework Agreement shall

apply mutatis mutandis to this Environmental Agreement.


DRAFT

Environmental Agreement Signature Page Agreed form final draft of 22 August 2018

IN WITNESS WHEREOF, this Environmental Agreement has been duly executed and delivered as of



By:

Name

Title


By:

Name

Title


By:

Name

Title

DRAFT

Environmental Agreement Annex I Agreed form final draft of 22 August, 2018

Annex I - Clause 3.1

Environmental Remediation Scope of Work

DRAFT

Annex I Environmental Remediation Scope of Work August 2018

Annex I: Draft Environmental Remediation SOW 1

CONTENTS

1. INTRODUCTION ..................................................................................................................................... 4

2. REMEDIAL OBJECTIVES.......................................................................................................................... 4

2.1. Refinery, Smelter (former plant site) and Port ............................................................................. 4

2.1.1. Future Use ............................................................................................................................. 4

2.1.2. Wastes ................................................................................................................................... 4

2.1.3. Soils ....................................................................................................................................... 5

2.1.4. Surface Waters ...................................................................................................................... 5

2.1.5. Groundwater ......................................................................................................................... 5

2.2. Bauxite Residue Areas, Process Lakes, Industrial Landfills/Waste Areas, and North Swamp ...... 5

2.2.1. Future Use ............................................................................................................................. 5

2.2.2. Wastes ................................................................................................................................... 5

2.2.3. Soils ....................................................................................................................................... 5

2.2.4. Surface waters and leachates ............................................................................................... 5

2.2.5. Groundwater ......................................................................................................................... 6

2.3. Adjacent Wetlands ........................................................................................................................ 6

2.3.1. Future use ............................................................................................................................. 6

2.3.2. Soil ......................................................................................................................................... 6

2.3.3. Surface waters (shallow pools) ............................................................................................. 6

2.4. Afobaka Hydroelectric Works and Landfills .................................................................................. 6

2.4.1. Future use ............................................................................................................................. 6

2.4.2. Wastes ................................................................................................................................... 6

2.4.3. Soils ....................................................................................................................................... 6

2.4.4. Surface waters ...................................................................................................................... 6

2.4.5. Groundwater ......................................................................................................................... 7

3. REMEDIATION PROCESS ........................................................................................................................ 7

3.1. Investigations ................................................................................................................................ 7

3.2. Remedial Design ............................................................................................................................ 7

3.3. Implementation ............................................................................................................................ 7

3.4. Verification .................................................................................................................................... 7

DRAFT



3.5. Engineering and Institutional Controls ......................................................................................... 8

4. Remedial Clean Up Criteria ................................................................................................................... 8

4.1. General .......................................................................................................................................... 8

4.2. Wastes ........................................................................................................................................... 9

4.3. Soils ............................................................................................................................................... 9

4.4. Surface Water ............................................................................................................................. 10

4.4.1 Outfall #003 ......................................................................................................................... 10

4.4.2 Other Surface Waters ......................................................................................................... 12

4.5. Groundwater ............................................................................................................................... 12

5. REMEDIATION SCOPE OF WORK ......................................................................................................... 13

5.1 Alumina Refinery and Aluminum Smelter Process Areas ........................................................... 13

5.1.1 Process Area Soils ............................................................................................................... 13

5.1.2 Bauxite Settling Basin .......................................................................................................... 14

5.1.3 Sewage Lagoons at Paranam and Port ................................................................................ 14

5.1.4 Sand Blasting and Painting Area ......................................................................................... 14

5.2 Bauxite Residue Areas and Process Water Impoundments ........................................................ 15

5.2.1 DRDA 1 & 1E (parts of original RDA 1, 2, 3,4,5A,5C). .......................................................... 15

5.2.2 DRDA 2 (old RDA 6, old Onoribo V bauxite mine pit) ......................................................... 15

5.2.3 RDA 5B................................................................................................................................. 16

5.2.4 Oxalate Disposal Area ......................................................................................................... 17

5.2.5 Cooling Ponds, North and South ......................................................................................... 17

5.2.6 Clear Lake ............................................................................................................................ 18

5.2.7 Kraka Lake ........................................................................................................................... 18

5.2.8 Solids Settling Basin (a.k.a North Swamp) .......................................................................... 19

5.2.9 Snippy Swamp ..................................................................................................................... 19

5.3 Industrial Landfills ....................................................................................................................... 19

5.3.1 Closed Inactive Landfill (MER Landfill) ................................................................................ 19

5.3.2 Active Sanitary Landfill ........................................................................................................ 20

5.3.3 Arsenic Bunker .................................................................................................................... 20

5.3.4 Secure Landfill Cells I - 5 in De Vrijheids Mine Area ........................................................... 20

DRAFT



5.3.5 De Vrijheids Mine Area ....................................................................................................... 21

5.3.6 New Demolition Landfill De Vrijheids Mine Area ............................................................... 21

5.4 Other Areas ................................................................................................................................. 22

5.4.1 Paranam Port ...................................................................................................................... 22

5.4.2 Onverdacht Wellfield .......................................................................................................... 22

5.5 Afobaka ....................................................................................................................................... 23

5.5.1 Afobaka Landfill Old X ......................................................................................................... 23

5.5.2 Afobaka Landfill Old ............................................................................................................ 23

5.5.3 Afobaka Active Landfill ........................................................................................................ 24

DRAFT



1. INTRODUCTION

The intent of this document is to set out the work to remediate and close environmental issues

associated with Suralco’s historical industrial operations in Suriname.

REMEDIATION PRINCIPLES

“Remediation” as used herein refers to the cleanup activities associated with wastes, soils, surface, and

ground waters impacted by Suralco at Paranam and Afobaka. Above grade facility decommissioning and

demolition, as well as bauxite mine rehabilitation and mine camp remedial activities are described in

separate documents.

The scope of environmental remedial activities in this document includes the following facilities of

Suralco:

All alumina refinery and former aluminum smelter process areas in Paranam (former plant site),

Bauxite residue disposal areas and process water impoundments (Figure 1) in Paranam,

Industrial landfills and historical dump areas (Figures 2 and 3) in Paranam,

The Paranam Port facilities,

Afobaka Hydroelectric Works support facilities, including landfill sites (Figure 4).

Site specific remediation plans, design reports, and scopes of work, when prepared as necessary to

perform the work, will be shared with Suriname. In addition, approvals required by law will be obtained.

If material changes occur in our understanding of site conditions, or become appropriate for achieving

the overall protection contemplated in the remedial objectives, Suralco will notify the Government of

Suriname of these changes to the remedial process, Remedial Clean up Criteria, or the scope of work set

out herein.

Suriname reserves the right to perform monitoring duties at all sites where remediation activities are

being conducted and will have access to these sites, subject to Suralco’s requirements regarding

worker/visitor health and safety procedures.

2. REMEDIAL OBJECTIVES

Remedial objectives, clean up criteria and post remedial restrictions vary based on future property use

for various areas, as described below.

2.1. Refinery, Smelter (former plant site) and Port

2.1.1. Future Use

Industrial/commercial.

2.1.2. Wastes

Removed and consolidated in appropriate long-term management units.

DRAFT



2.1.3. Soils

Potential human exposure; dermal contact, dust inhalation, incidental ingestion.

Soils <1m deep target criteria industrial/commercial worker.

Soils >1m deep which do not meet the industrial/commercial worker criteria but are

impracticable to remove, may be left in place provided they are capped to prevent

leaching to groundwater and are protected from inadvertent excavation.

Restrictions: no digging in areas where impacts greater than remediation criteria

remain, no residential, educational, or recreational development.

2.1.4. Surface Waters

Potential exposure route: dermal contact, incidental ingestion, fish consumption.

Restriction: no bathing or fishing.

2.1.5. Groundwater

Potential exposure route: ingestion via well.

Shallow: no groundwater use.

Deep: downgradient property line monitoring for WHO drinking water criteria.

2.2. Bauxite Residue Areas, Process Lakes, Industrial

Landfills/Waste Areas, and North Swamp

2.2.1. Future Use

Waste disposal, leachate treatment, light industrial/commercial.

2.2.2. Wastes

Potential human exposure; dermal, dust, gas, incidental ingestion.

Capping, physical barriers, signage, security.

Restriction: no digging, no occupied development.

2.2.3. Soils


Soils <1m deep target criteria industrial/commercial worker.

Soils >1m deep which do not meet the industrial/commercial worker criteria but are

impracticable to remove, may be left in place provided they are capped to prevent

leaching to groundwater and are protected from inadvertent excavation.

Restriction: no digging in areas where impacts greater than remediation criteria remain;

no occupied development of bauxite residue areas and no bauxite residue re-use due to

naturally occurring radioactive content (average ~1.5 Bq/gr).

2.2.4. Surface waters and leachates

Treated and discharged to Para River via outfall 003.

Restriction: no bathing or fishing.

Outfall 003 discharge such that Para River will meet:

DRAFT



o Recreational criteria (bathing) for Suralco related parameters

o Protect of human health for Suralco related parameters considering consumption of

aquatic organisms

o Or background (upstream) concentrations for Suralco related parameters.

2.2.5. Groundwater

potential exposure route: ingestion.

Shallow: no groundwater use.

Deep: downgradient property line monitoring for WHO drinking water criteria.

Restrictions: No groundwater use, no excavation in waste areas, no long-term

occupancy.

2.3. Adjacent Wetlands

2.3.1. Future use

Wetlands

2.3.2. Soil


Soils target criteria, industrial/commercial worker.

2.3.3. Surface waters (shallow pools)

Potential exposure route: dermal contact, incidental ingestion, fish consumption.

Meet recreational criteria = 10x WHO drinking water criteria for Suralco related

parameters.

2.4. Afobaka Hydroelectric Works and Landfills

2.4.1. Future use

Industrial/commercial.

2.4.2. Wastes

Potential human exposure; dermal, dust, gas, incidental ingestion.

Soil cover, signage.

Restriction: no digging, no occupied development.

2.4.3. Soils


Soils target criteria industrial/commercial worker.

Restriction: no residential, educational, or sporting development.

2.4.4. Surface waters

(none)

DRAFT



2.4.5. Groundwater

No restrictions.

3. REMEDIATION PROCESS

3.1. Investigations In general, field investigations will be conducted or existing data used, to determine what remedial

actions are needed for each specific area. Field investigations may include the following: visual

inspections, field screening equipment, geophysical surveys, test pits, borings, soil groundwater or

surface water sampling, analytical analysis, etc. In general, the investigations will determine the nature

of the contamination, its aerial coverage and its depth in accordance with the Remedial Clean Up

Criteria (section below). It is possible that for some remediation issues more than one iteration of

investigation may be necessary before a decision on the need for, design of remedial measures, and

completion of remedial measures. In some cases, such as soil remediation, investigations will run

concurrently with remedial actions. For example; soil field screening methods maybe used to guide

active excavation of impacted soils.

Documentation of investigation work will be shared with the Government, including those that will

serve as verification that remediation clean-up criteria are met in Matter Completion Reports.

3.2. Remedial Design Remedial design may be as simple as defining the excavation limits for soil removal or as complex as the

closure design for a bauxite residue disposal area. The remedial design documentation will be

completed to a level appropriate for the procurement of contractors to perform the work.

3.3. Implementation Implementation of the remedial action will be consistent with the remedial design. However, it is not

uncommon to encounter unexpected conditions during implementation. As such, it may be necessary

to make changes during construction or in extreme conditions suspend construction to allow for a

redesign or additional investigative work. Suralco will notify GoS if material changes are encountered

during implementation.

3.4. Verification Following remedial actions, verification will be made that the remediation has been completed. This

may involve photographs, a round of verification sampling and analysis, or post-remedy monitoring for

an appropriate period.

Suralco will prepare Matter Closure Reports that will characterize the area/facility remediated, the

actions taken to remediate, and the data demonstrating remedial cleanup criteria have been met.

Within the Matter Completion Reports it will be clear what, if any, institutional and/or engineering

controls apply to specific areas including surveyed metes and bounds. If on-going monitoring is needed

it will detail future monitoring requirements in a monitoring plan, including action levels and actions to

be taken. For those sites with engineering controls that require ongoing operations and/or maintenance

DRAFT



an operations and maintenance plan will be prepared. The Matter Completion Reports will be copied to

the Minister of Natural Resources.

Long term monitoring of surface waters and groundwater is anticipated after remedial activities are

complete to assure effectiveness. Individual monitoring plans will be prepared after remedial activities

have been completed and included in the Matter Completion Reports.

3.5. Engineering and Institutional Controls Engineering controls are physical barriers to prevent contact with the waste or prevent/contain leachate

from entering the environment. Areas where wastes or contaminated soils will remain, such as landfills,

bauxite residue areas, deep soil contamination which is impractical to dig out, etc. will have engineering

controls. Engineered controls would include such items as cover systems, geomembrane liners, leachate

collection systems, etc. For example, the Demolition Landfill cover will incorporate both a

geomembrane to keep rain water out of the waste and an armored (concrete) cover to prevent access

to the waste. However, in some cases (ex: DRDA1), leachate will be generated after closure and there

will be engineering controls to collect and treat the water prior to release. Suralco will provide GoS

survey data and/or GIS layer maps that documents the areas that have engineering controls.

Institutional controls are written controls to notify and/or legally restrict activities in an area. All areas

where wastes or contaminated soil will remain require institutional controls that limit future use on the

property. For example, within the former production areas, future use will be limited to

industrial/commercial (nonresidential) activities with restrictions on groundwater use. Where

appropriate, Suralco will indicate to the Minister of Natural Resources where property deeds for

privately owned- and state-owned land need to be amended to establish required restrictions on

property use.

4. REMEDIAL CLEAN UP CRITERIA

4.1. General Suralco will remediate in accordance with standard U.S. risk-based management protocols to

accommodate continued industrial/commercial use in areas identified in Section 1 of this annex. Default

human exposure parameters and factors will represent reasonable maximum exposure conditions for

long-term/chronic exposures and are based on the methods outlined in United States Environmental

Protection Agency’s (“USEPA”) Risk Assessment Guidance for Superfund, Part B Manual (1991).

Potential Cancer risk will be assessed at 10-4, the higher end of the 10-4 to 10-6 range considered at US

Superfund sites which means that if a population of ten thousand people were exposed to that

concentration of a contaminant over a very long period, assuming maximum exposure rates, it is

estimated one additional case of cancer would occur within that population. The non-cancer Hazard

Quotient will be held at 1. For non-carcinogenic exposures a hazard quotient is the ratio of the potential

exposure to a substance and the level at which no adverse effects are expected. If the Hazard

Quotient is calculated to be less than 1, then no adverse health effects are expected.

DRAFT



Potential contaminants considered will be those that are consistent with the industrial processes,

materials, and wastes known to have been present in the area. In most cases these contaminants are

limited to inorganics (primarily metals), as such most screening and clean up criteria will be limited to

the inorganic constituents. However, if industrial history or visual evidence suggests organics (fuels, oils,

solvent, tars) are present, the screening and clean up criteria will include organic constituents.

In general:

Light fuels and solvents would be screened for volatile organic compounds.

Heavy fuels, oils, tars would be screened for polynuclear aromatic hydrocarbons.

Transformer oils would be screened for polychlorinated biphenyls.

Storage areas for landscape maintenance will be screened for organic pesticides and herbicides.

4.2. Wastes Table 1. provides an overview of anticipated waste generated during demolition and remediation, and

how the wastes are to be disposed of. In some cases, treatability or leachability testing will be needed

to characterize unknown wastes that are encountered so that appropriate final disposition can be

determined.

4.3. Soils Four criteria will be considered in the following order when evaluating which soils require remediation:

1. USEPA Regional Screening Levels (“RSL”s) for Composite Worker Soil

These are human health-based screening criteria used by USEPA for preliminary screening of soil quality

at sites intended for industrial/commercial use. The generic RSLs are based on default exposure

parameters and factors that represent reasonable maximum exposure conditions for long-term/chronic

exposures and are based on the methods outlined in EPA's Risk Assessment Guidance for Superfund,

Part B Manual (1991). Tabled screening levels for known or suspected carcinogens are provided by

USEPA [at the 10-6 level and are multiplied by 100 to meet assessment at 10-4]. These criteria are

provided for the relevant inorganics in Table 2. Note that in the case of a parameter with both

carcinogenic criteria and non-carcinogenic (hazard index) criteria, the lower of the two values is

selected. Also, some criteria provided in Table 2 are levels at which, if exceeded, more detailed analysis

is required to specify the chemical speciation such that the correct RSL can be applied.

As stated above the regional screening levels were derived by human health risk assessment. Inherent

in such risk assessments is the assumption that the target concentrations are representative averages

for the area. Because environmental contamination is characterized by a distribution of concentrations,

not all verification samples must be below the criteria to be assured the average concentration for the

area is well below the RSL. In general, Suralco will employ a statistical approach such that there is 95%

confidence that the average concentration for the remediation area is below the RSL.

DRAFT



2. Elements in North American Soils

The above RSLs are based on very conservative human exposure assumptions and do not consider the

wide range of natural soil quality. As such, soils exceeding an RSL for a naturally occurring element will

be compared to the 90th percentile of the natural range of soil quality. The primary reference used is

titled: Elements in North American Soils, 2nd Edition; J. Dragun and K. Chekiri; Amherst Scientific

Publishers; 2005.

3. Criteria based on Site Specific Background Concentrations

Due to the dissimilarity between natural Suriname soils and North American soils, it may be necessary to

develop site specific background concentrations for specific natural soil types. In this case, remediation

would be performed on those soils failing screening according to criteria # 1) and 2) above, and also

found to be exceeding the maximum within the local natural range. Local natural range will be

determined by sampling undisturbed areas, of similar soil type.

4. Site Specific Risk-Based Cleanup Criteria

Finally, Suralco may develop site specific cleanup criteria for a contaminant that does not meet the

criteria in 1), 2) and 3), above. The methodology used will be consistent with USEPA Risk Assessment

Guidance for Superfund (“RAGS”) considering the future intended use of the property.

Remediation of contaminated soils will consist of:

Relocation of the material into either an existing waste area with similar material; or

Relocation of the material into a new, appropriately designed and constructed, Demolition

Landfill; or

Remain in place in the event a large volume of impacted soil is found below one meter and it is

determined it’s not practical to remove the material. In this case, engineering controls will be

placed (example; clay or geomembrane cap, concrete barrier) to prevent potential leaching or

inadvertent excavation. In addition, institutional controls will be put in place detailing the

location and use restrictions.

4.4. Surface Water

4.4.1 Outfall #003

The surface waters that will discharge through Outfall #003 [Figure 5] to the Para River will include a

portion of clean runoff from DRDA1, Snippy Swamp, the North Swamp, a portion of the former process

area, and treated leachate. Leachate treatment will consist of pH neutralization with acid followed by

the settling out of flocked solids in an engineered settling basin. Treated water will then combine with

other waters from the North Swamp before discharging to the Para River. Under post remediation

average conditions, Outfall 003 to Para River dilution ratio is anticipated to be 1:80.

The remedial objectives for Outfall 003 are intended such that the Para River water quality will meet the

following:

DRAFT



o Recreational criteria (bathing) for Suralco related parameters

o Water quality criteria for Suralco related parameters to protect human health

considering consumption of aquatic organisms

o Background (upstream) concentrations for Suralco related parameters

To meet these objectives Suralco believes the key monitoring criteria for Outfall 003 are pH and total

suspended solids (TSS). This is based on the understanding that pH controls most metal solubility, and

suspended solids convey most un-dissolved metal and nutrient loads. The current approach for leachate

treatment, acidification and solids settling will be used post remediation. The basics of this system have

been operating consistently now for the last year and its performance can be used for setting maximum

discharge limits for pH and TSS. This treatment system has achieved average Outfall 003 discharge of pH

of 8.7, total alkalinity of 765 mg/l (as CaCO3), and total suspended solids of 67 mg/l. This average pH

represents an increase in the Para River pH of about 0.4 pH units, taking the river from acidic into the

more neutral range between 6 and 7. This level of suspended solids represents a mercury load to the

river equivalent to about 1/3 the very conservative 0.0007 mg/l USEPA fresh water chronic aquatic life

standard for Hg. Suralco sees this average performance as acceptable for long-term protection of the

Para River and its uses.

However, over this same year, short duration maximum values from Outfall 003 were a pH of 9.4, a total

alkalinity of 2040 mg/l and a TSS of 220 mg/l. When setting maximum limits for Outfall 003 it must be

appreciated that they do not define average discharge conditions for the outfall, and that it is average

conditions that largely define whether the remedial objective for the Para River are met. Rather these

maximum limits are not-to exceed limits, to be met under all but the most severe weather conditions.

As such, Suralco believes the following maximum limits are appropriate for continuing discharge from

Outfall #003:

Maximum pH 9.5: Discharge at this maximum pH would be expected to result in a pH of

approximately 7 downstream in the Para River under average flow conditions.

Total Suspended Solids (TSS) of [200mg/l]: Due to adsorbed mercury on the solids, discharge at

this maximum level would add total mercury approximately equal to the very conservative

0.0007 mg/l mercury USEPA fresh water chronic aquatic life standard. A previous study

indicates that the mercury adsorbed to the solids from Outfall 003 do not significantly impact

fish tissue concentrations. While the refinery was operational in 2008, a mercury fish tissue

study in the Para R. determined average mercury concentration in fish tissue was 0.6 ug/kg. This

is above the European Commission Regulation No 466/2001 of 0.5 ug/kg and the USEPA human

health criteria for methylmercury of 0.3 ug/kg. However, this fish tissue study found no

significant difference in the mercury fish tissue concentrations up-stream vs. downstream of

Outfall 003. It is likely the mercury is inorganic and adsorbs strongly to the solids and do not

contribute significantly to the bioavailable fraction of mercury in fish.

The above maximum limits have been based on limited data. The expectation that the above water

quality criteria will adequately manage other metals concentrations such that both recreational and

DRAFT



ambient water quality criteria for human consumption of aquatic organisms can be met in the Para River

will be tested once improvements to the water treatment settling system are completed. If the above

criteria are found to be inadequate, Suriname will be informed and changes to the water treatment

process and the above monitoring criteria will be considered by Suralco.

Routine water quality monitoring of Outfall 003 and the Para River has been part of the monitoring

program at Suralco for many decades and will continue for the foreseeable future. Suralco shall include

specifics of this monitoring in the monitoring plan for the Matter Completion Report of the existing

Solids Settling Basin.

4.4.2 Other Surface Waters

The water quality criteria for surface water outside of the industrial outfall water shed (East, South,

West swamps, port, Afobaka), will be the “Recreation” criteria (10x World Health Organization drinking

water) from Table 4.1 of the Surface Water Screening Criteria for the Suralco Pilot Sites, Suriname; SRK

Consulting (U.S.), Inc.; April 2014. These criteria are provided in Table 2. Water quality criteria for

human consumption of aquatic organisms are not applicable to these areas as these waters are

generally not accessible to the public, are shallow or seasonal, and will be within Suralco’s property

control. These areas will be allowed to naturally recover.

The above water quality criteria are intended as the maximum water quality targets for the area around

the former refinery facility; however, during demolition and remediation it may not be possible to meet

these criteria at all times. Suralco expects that post closure these targets will be achievable under all

but extreme conditions. If they cannot be consistently met except under extreme events, Suralco will

inform GoS of its plans for countermeasures.

4.5. Groundwater Suralco recognizes that the highest use of groundwater in the area is potable water supply within the

Zanderij aquifer. This is the formation tapped by both the La Vigilantia (“SWM”) wellfield, the

Onverdacht wellfield, and the Suralco industrial wellfield. Therefore, for deep groundwater (within the

Zanderij or deep Onverdacht Formations) the World Health Organization Annex 4 Drinking Water, 3rd

Ed.; 2008 criteria, provided for relevant inorganics in Table 2. will be used in evaluating whether

remedial actions are necessary as specified below:

Only those impacts associated with Suralco’s industrial processes or wastes will be considered.

For properties where institutional controls prevent potable groundwater use,

For off-site properties dilution and attenuation will be considered to modify the criteria.

For areas of the aquifer where factors unrelated to Suralco activities render the groundwater

non-potable, the above criteria will not be applicable. It should be noted that not all portions of

the Zanderij and Onverdacht Formations contain fresh potable water. For example;

groundwater monitoring data clearly indicate that seawater impacts are present in deep

formations around DRDA2 where dilute leachate from the bauxite residue disposal area has also

been observed.

DRAFT



Suralco will not develop specific cleanup targets for shallow groundwater for the following reasons.

First, shallow groundwater is not in use due to poor yield and the naturally poor water quality. Second,

shallow groundwater moves very slowly and does not move far horizontally before it either discharges

to the surface or seeps down into deeper water bearing units, in both cases it is highly diluted. Third the

extensive record of groundwater monitoring at Suralco has demonstrated that shallow groundwater

impacts have not had a material impact on the underlying confined Zanderij aquifer, with the following

exceptions:

RDA6/DRA1 mine pit, which is to be closed with a geomembrane surface liner to prevent further

impact.

The north end of RDA 5B, which is to be removed (clean closed).

In the event shallow groundwater impacts are found to have significant impact on the underlying

groundwater or nearby surface water, Suralco will inform GoS of its plans for countermeasures.

5. REMEDIATION SCOPE OF WORK

5.1 Alumina Refinery and Aluminum Smelter Process Areas

5.1.1 Process Area Soils

5.1.1.1 Characteristics

The primary contaminate of concern is the spillage of caustic liquor. To what degree this has permeated the concrete flooring and impacted the underlying soils is unknown. Due to the low permeability of the clay subsoils it is likely there is no free draining caustic and most of the impact will be quite limited in depth. There is no indication from Suralco's groundwater monitoring data that substantial alkaline impacts have reached the Zanderij Aquifer that underlays this area.

Other areas of the plant may contain impacted concrete and soils with:

Acid spills primarily sulfuric acid used for cleaning.

Various metals associated with acid or alkaline spillage.

Petroleum hydrocarbons (primarily fuel oil).

Mercury from the condensers.

Smelter area (operations terminated in 1999 and demolished up to 2002):

Aluminum smelter impacts (F, CN) associated with leaching of SPL, bath materials.

PAHs associated with the smelter carbon plant

5.1.1.2 Remediation

Preliminary investigation to determine the locations and area of soil impacts.

Remove existing concrete and asphalt paving. Visibly impacted concrete will be disposed of at the new

Demolition Landfill.

DRAFT



Remove impacted soils up to a maximum depth of 1m below existing surface. Real time field screening

will be used to guide excavation. Soils >1m deep which do not meet the industrial/commercial worker

criteria but are impracticable to remove, may be left in place provided they are capped to prevent

leaching to groundwater and are protected from inadvertent excavation. If subsurface conditions are

different than anticipated, for example free caustic liquor is present, and there is a significant risk to

deep groundwater, Suralco would reconsider this remedial plan and notify GoS accordingly.

Caustic contaminated soils maybe disposed of in a bauxite residue area, while other impacted soils

would be disposed of in the new Demolition Landfill.

Verification sampling to document remaining soil is within clean-up levels.

Backfill with mine spoil to grade and revegetate.

5.1.2 Bauxite Settling Basin


Soft bauxite solids from settling of storm water.

5.1.2.2 Remediation

Investigate to determine if soil clean-up goals are met. If not, stabilize, remove and dispose impacted

sediments as discussed above.

5.1.3 Sewage Lagoons at Paranam and Port


Several feet of sanitary waste water sludge has accumulated at base.

5.1.3.2 Remediation

Characterizing the sludge.

Based on investigation either leave sludge in place or stabilize and remove sludge to the new Demolition

Landfill.

Push in dikes and cap with soil cover.

5.1.4 Sand Blasting and Painting Area


A fenced gravel area with a couple of sheds and miscellaneous scrap metal.

Approximately 1.0 ha in size.

Laydown yard for steel fabrication, sand basting and painting.

Possible metal, asbestos and paint chips in surface soils.

5.1.4.2 Remediation

Investigation of soil quality for metals, ACM.

Soil remediation with contaminated soils going to the new Demolition Landfill.

DRAFT



5.2 Bauxite Residue Areas and Process Water Impoundments See FIGURE 1 Bauxite Residue Areas and Process Water Impoundments.

5.2.1 DRDA 1 & 1E (parts of original RDA 1, 2, 3,4,5A,5C).


225Ha

Natural clay bottom (mostly Coropina Fm.) and dikes. Lack of deep groundwater impacts demonstrated

by good groundwater quality in adjacent production wells.

Bauxite residue dry stack over wet lake residue deposits.

Stack slope at 3-5% at time of plant closure.

Exterior dikes are less than 9m above grade. Exterior slopes are around 2:1, vegetated and

geotechnically stable.

5.2.1.2 Closure

Positive slope surface (sloping down from center at ~3.5 percent).

Soil cover for upper and mid slope (175ha):

1.5ft mine overburden (silty clays).

Surface will be fertilized and reseeded to produce an initial vegetated surface of grass. Woody

vegetation will be allowed to grow in the future.

Geomembrane cover for lower slope (50ha) and inner storm water collection ditch:

Subsurface liquor collection drains.

40mil HDPE geomembrane.

1.5ft mine overburden

Interior storm water collection ditches and down-chutes to discharge clean water to adjacent swamps.

Leachate from subsurface liquor collection drains collected, treated and discharged via Outfall #3.

5.2.2 DRDA 2 (old RDA 6, old Onoribo V bauxite mine pit)


135Ha including a 7.7 Ha storm water pond.

Former deep mine pit filled with bauxite residue.

Bauxite residue dry stack over a much deeper wet lake bauxite residue deposit.

Spent potliner wastes and boiler ash, buried within bauxite residue at the south end, but these materials

represent less than 1% by volume of the total residue volume.

DRAFT



Deep Onverdacht groundwater impacts observed at south and north end. Groundwater is naturally

salty in area.

Stack slope likely <1% at time of plant closure. Long-term settlement will result in nearly a flat surface.

5.2.2.2 Closure

Flat surface slope closure which may develop into swamp land as bauxite residue settlement continues.

Geomembrane cover includes (built up):

Minimal grading for drainage ditching.

HDPE geomembrane.

Drainage layer above liner.

1.5ft mine overburden.

Storm water decant structures w/ flow to Para River.

Storm water pond; drained, liner left in place, dikes pushed in, vegetated.

Deep leachate recovery is not necessary. Once the geomembrane is in place, the leachate seepage to

Onverdacht, and then to the Zanderij aquifer (non-potable in this area), is anticipated to be very low

such that aquifer degradation will remain localized. Although not currently the case, Suralco recognizes

that if the La Vigilantia wellfield should become impacted due to Suralco activities, Suralco will have the

obligation to evaluate and/or take corrective measures such that a suitable drinking water supply can be

confirmed or restored. Suralco will have access to monitor water quality produced by the La Vigilantia

Public wellfield including sampling of the finished (post treatment) water, raw blended water, and/or

individual production wells. Sample results will be shared with Suriname.

5.2.3 RDA 5B


Total of 87Ha

North and Middle Area (storm Lake) filled with alkaline waste water with some thickness of bauxite

residue at the base.

South End mostly full of bauxite residue and other alkaline refinery wastes (aluminum hydrate, alumina,

spent flocculent, scale, lime kiln waste, filter media, sulfuric acid waste, etc.)

Natural clay bottom and dikes; however much of the area is underlain with the Demerara Formation and

some alkaline seepage in shallow groundwater is observed at the north end.

5.2.3.2 Closure

Alkaline water removed, treated and discharged via Outfall #3. North End (~60ha)

The thin amount of residue sediment in the north and middle, including the splitter dike, will be moved

to the south end of 5B. Alternatively, the residue may be closed in-place with a mine spoil cover.

DRAFT



The dikes will be spread over the former base of the impoundment.

Surface will be fertilized and reseeded (grass surface) and will naturally evolve back to swamp type

vegetation.

Storm water discharge will be to adjacent Para River and swamps.

South End including Waste Areas (~45ha)

Residue surface sloped down to north.

Install subsurface leachate collection drains. Leachate is collected, neutralized, the solids settled, and

discharged to the Para River.


Fertilize and seed.

Storm water released to adjacent swamps via let down structures with monitoring to show that water

quality standards are being met.

5.2.4 Oxalate Disposal Area


5ha area at the southwest corner of RDA 5.

Used to dispose of sodium oxalate.

Natural clay bottom and dikes

Three shallow liquid filled depressions keep the oxalate from dusting.

5.2.4.2 Closure

Alkaline water removed, treated and discharged via Outfall #3.

Fill material from the adjacent (east) area used to bring oxalate area surface such that it grades outward

to dike.

Geomembrane cover with perimeter anchor trench.

Drainage layer.


Fertilize and seed.

Storm water released to adjacent swamps via let down structure.

5.2.5 Cooling Ponds, North and South


20Ha

DRAFT



Two (north and south) triangle shaped ponds on the east end over residue wet lake deposits of RDA 1

and 2.

Natural clay bottom below residue.

Shallow alkaline waste water at surface.

Surface slope flat.

5.2.5.2 Closure

Standing alkaline water will be removed, treated and discharged via Outfall #3. Install subsurface

leachate collection drains. Leachate will be collected, treated and discharged via Outfall #3. Based on

predesign investigations for the Solids Settling Basin, the solids from the basin may be dredged and

placed in the Cooling Ponds where they would be amended and vegetated. Alternately 1.5ft mine spoil

will be placed, fertilized and seeded.

Storm water released to adjacent swamps through several let down structures with monitoring to show that water quality standards are being met.

5.2.6 Clear Lake


5Ha clay diked impoundment.

Filled with alkaline waste water.

Substantial accumulation of soft alkaline sediment.

5.2.6.2 Closure

Clear Lake will be retained as-is for leachate collection.

Soft alkaline sediment may be dredged to the cooling ponds.

5.2.7 Kraka Lake


3Ha clay diked impoundment.

Filled with alkaline storm water from the process areas.

Substantial accumulation of soft alkaline sediment from many areas of the process areas.

5.2.7.2 Closure

Standing alkaline water will be removed, treated and discharged via Outfall #3. Solids will be

characterized and either removed for disposal into the new Demolition Landfill or left in-place if below

1-meter depth.

Dikes knocked down to fill pit. Mine spoil brought in if necessary. Surface fertilized and seeded (grass

surface).

DRAFT



5.2.8 Solids Settling Basin (a.k.a North Swamp)


59ha.

Former swamp currently in use for settling solids from treated waste water.

Waste water treatment sludge consists primarily of aluminum hydrate. Mercury absorbed to the sludge

solids in the low parts per million concentrations.

There is a small volume approximately (approximately 30 metric tons) of weathered smelter waste (SPL)

on the east side of the solids settling basin.

5.2.8.2 Remediation

Investigation to determine the best disposal method for the sludge.

Some as yet undetermined portion will remain a part of the waste water treatment system for settling

solids in the foreseeable future.

The portion to be closed will be isolated from future wastewater circulation and the sludge either left in

place and covered/capped, or dredged/excavated to the Cooling Ponds or other suitable location.

The small volume of SPL on the east side will be removed to the new Demolition Landfill.

5.2.9 Snippy Swamp


36ha

Swamp with dead vegetation due to periodic release of alkaline storm water from RDA 5B.

5.2.9.2 Closure

Drain.

Allow to naturally revegetate.

5.3 Industrial Landfills See Figure 2 Refinery Area Historical Dump Areas.

See Figure 3 Spent Potliner Disposal Locations.

5.3.1 Closed Inactive Landfill (MER Landfill)


Some former smelter waste, but primarily a mix of many types of waste from early operations at both

the refinery and smelter.

Previous investigations have determined that there are no significant impacts to soils, surface or ground

water in the area.

This landfill was closed in 1997 with a clay seal (2 feet of 1x10-7 cm/sec clay) and vegetated soil cover.

DRAFT



5.3.1.2 Remediation

No actions anticipated. Remediation considered complete.

Place Institutional Controls and prepare a monitoring and maintenance plan.

5.3.2 Active Sanitary Landfill


Approximately 3 ha.

Miscellaneous domestic and industrial wastes.

Surrounded by a leachate collection trench.

5.3.2.2 Remediation

Investigation to characterize current conditions including type of wastes, limits, cover conditions, and

evidence of soil or surface water impacts.

Close with soil cover.

Leachate discharge continues through Outfall #3.

Delineate boundaries, implement institutional controls.

5.3.3 Arsenic Bunker


Small ~400m2 earthen mound.

Storage area for herbicide (anecdotal evidence of sodium arsenite).

Reportedly 5 drums in a concrete containment remain covered with soil.

5.3.3.2 Closure

Investigate to characterize current conditions including waste type and limits, cover conditions, and

evidence of soil or surface water impacts.

If sodium arsenite or other hazardous material, stabilize and pack in sealed poly drums.

Dispose to the New Demolition Landfill.

5.3.4 Secure Landfill Cells I - 5 in De Vrijheids Mine Area


Five SPL Landfill cells – constructed between 1994 to 2002. SPL waste from the previously closed smelter

was disposed in these cells, after which they were covered with a full geomembrane cover and leachate

collection system.

Located at the south end of the former De Vrijheids Mine area.

Monitoring and inspections performed; no evidence of surface or groundwater impacts.

DRAFT



5.3.4.2 Remediation

No further investigations or actions needed. Remediation complete.

Place Institutional Controls and prepare a monitoring and maintenance plan.

5.3.5 De Vrijheids Mine Area


A kaolin clay ridge that was exposed when the overlying bauxite was removed in the 1940s and 1950s.

The clay ridge is surrounded by swampland on all but the north end.

The clay ridge is an ideal waste disposal area due to the underlying dense clay, the height above the

water table, and the limited accessibility.

The area has been used for waste disposal by the facility for years including:

Spent Anode Disposal

Pot Skimming Disposal

Oil Bioremediation

Asbestos Disposal (inactive and active ACM landfills)

Empty Barrel Disposal

Gas Cylinder Disposal

Dry Cell Battery Disposal

5.3.5.2 Remediation

Investigate areas of waste disposal to characterize current conditions including type of wastes, limits,

cover conditions, and evidence of soil or surface water impacts.

Final remedies for each of these individual areas, such as the asbestos landfill, will be determined based

on investigation results and may include:

Leaving material in-place, no additional action needed;

Leaving material in-place and closing with an engineered cover and/or monitoring; or

Consolidation of waste materials in the new Demolition Landfill

The asbestos landfill will not be moved to the new Demolition Landfill as this presents more human risk

(to workers) than leaving this inert material in-place.

Delineate boundaries of all wastes remaining.

Institutional controls.

5.3.6 New Demolition Landfill De Vrijheids Mine Area


This landfill has been built atop the kaolin clay ridge of the former De Vrijheids Mine.

DRAFT



Its size will be adjusted up to 3.6 ha to meet the waste volumes generated during demolition and

remediation of the facility.

The base of the landfill will be above historically observed flooding elevation and placed directly on

compacted natural kaolin clays. While open, stormwater and waste leachate will be collected in a lift

sump and piped to RDA 5B for treatment before release through Outfall #3.

5.3.6.2 Closure

It is anticipated the landfill will be open to receive demolition and remediation wastes after which it will

then be closed. As capacity is available, the last cell may remain open for future waste disposal.

The waste will be sealed under a 60mil geomembrane with a full perimeter anchor trench. Leachate will

be recovered from the sump until no further liquid accumulation is observed.

The geomembrane liner will be protected with a soil cover and armored with concrete slabs removed

from refinery process areas. The area will be fenced and appropriate signage placed. Institutional

controls will be put in place.

Waste types, and approximate volumes as well as the Post Closure Monitoring and Maintenance Plan

will be included in the Matter Completion Report.

5.4 Other Areas

5.4.1 Paranam Port


7ha of storage tanks and secondary containment (fuel oil, caustic soda, acid, alumina).

Known historical fuel oil spillage within the secondary containment.

5.4.1.2 Remediation

Investigation to delineate the area and depth of any soil impacts.

Remove impacted soils up to a depth of 1m below existing surface. Where impacted soils are beyond

1m, Suralco will adjust the scope as necessary after the process soil investigation is done.

If subsurface conditions are different than anticipated, and there is a significant risk to deep

groundwater or surface water , Suralco will adjust its remedial plan and notify Suriname accordingly.

Caustic contaminated soils may be disposed of in a bauxite residue area, while other impacted soils

would be disposed of in the new Demolition Landfill.

Backfill with mine spoil to grade and revegetate.

5.4.2 Onverdacht Wellfield

The Overdacht Wellfield and a portion of the distribution system is located on Suralco property, within

the area of the OVD complex (former BMS plant and 100% Suralco owned) and the remainder of the

distribution infrastructure is located within the Onoribo (undivided ownership, including Suralco and

Onoribo board) and Overdacht plantation (100% Suralco owned). Suralco and Suriname will negotiate a

DRAFT



mutually agreeable schedule for Suralco to transfer to Suriname or its designated legal entity Suralco’s

interest in the water infrastructure located outside the OVD complex, but such transfer will take place

regardless of such agreement no later than the transfer of the Afobaka Hydroelectric Works. Prior to the

transfer of said water infrastructure, Suralco will block off its water infrastructure at or near the

property boundary for the OVD complex. Suralco will reimburse Suriname or its designated legal entity

up to USD 1,000,000.00 for the cost to connect the portion of the water infrastructure outside the OVD

Complex public water system of SWM at the Meursweg, approximately 5 km away.

5.5 Afobaka See Figure 4 Plan of the Afobakka Landfill Sites.

5.5.1 Afobaka Landfill Old X


Located just north of a maintenance building across the highway from the main security gate to the

dam.

About 0.5ha half-moon shaped fill area (lobe extending north). Thickness maximum of ~4 meters above

original grade.

Soil cover with slight slope down to north.

Contents unknown.

5.5.1.2 Remediation

Investigation to verify soil and nearby surface water quality.

Action dependent on investigation results.

Survey the boundaries.

5.5.2 Afobaka Landfill Old


Alongside the main road.

Landfill was operational during waste segregation and access was controlled, as such only inert wastes

are expected.

This landfill was closed with soil cover several years ago.

5.5.2.2 Remediation

Investigation to verify soil and any nearby surface water quality.

Action dependent on investigation results.


DRAFT



5.5.3 Afobaka Active Landfill


Located 0.8 km west on side road off main highway 3.2 km north of main gate to Afobaka Dam.

About 0.1 ha. in size. Primarily domestic waste.

This landfill will be closed with soil cover.

5.5.3.2 Remediation

Investigation to verify soil and any nearby surface water quality.

This landfill will be closed with soil cover.


DRAFT



TABLE 1: DEMOLITION AND REMEDIATION WASTE AND DISPOSAL METHOD 12/12/2019

Wastes On-Site Disposal

In

Country Out of Country

Description Type material/issue Demo

Landfill

Oxalate

Landfill

Residue

Areas

Local

sale

Export

for

disposal

Export

to

vendor

Foreign

sale

Demolition

Liquor Sodium hydroxide X

Building demo

rubble

Concrete, masonry,

steel, wood, plastic, etc.

X

Steel scrap Recyclable steel X X

Steel w/ ACM

coating

Asbestos X

Steel w/ Lead

paint

Lead X

Insulation Asbestos X

Floor, Ceiling Tile,

Mastic, Transite

Asbestos X

Tank scale Sodium

hydroxide/hydrate mix

X

Oxalate scale Oxalate X

Red mud Bauxite residue

(alkaline)

X

Alumina/Hydrate Alumina X

Refractory, lime,

baghouse dust

Refractory, lime,

alumina

X

Oil tanks bottoms Fuel Oil Sludge X X

Rail road ties Wood X X

Compressed Gases ODS X

Elec. Transformers Oil - PCB >50 ppm

X

Used hydraulic & Oils X

DRAFT





In



Landfill

Oxalate

Landfill

Residue

Areas

Local

sale

Export

for

disposal

Export

to

vendor

Foreign

sale

gear oils

Electronic waste Electronics X

Print cartridges Print cartridges X

Misc maintenance

solvents

Petroleum/Chlorinated?

solvents

X

Lead acid batteries Lead, acid X

WWT Flocculent Polymer X

Mercury from

condensors

Elemental mercury X

Heaters Mercury (traces) X

Light bulbs Mercury, glass X

Density gauge

sources

Radioactive material X

Misc. unused

chemicals/ paints

Liquid, solid, aerosols X

At and below

grade (floor slabs,

etc.)

Concrete X cap

Caustic impacted

concrete

Concrete X

Remediation

Red mud Bauxite residue

(alkaline)

X

Solids Settling

Basin WWT Sludge

Aluminum hydrate, low

conc. mercury

X or in

place

Contaminated Alkaline/acidic

X

DRAFT





In



Landfill

Oxalate

Landfill

Residue

Areas

Local

sale

Export

for

disposal

Export

to

vendor

Foreign

sale

soils/sediment

Contaminated

soils/sediment

Other X

Misc. waste in De

Vrijheids Mine

Hazardous or leachable

wastes X

SPL in SSB Weathered SPL X

Arsenic bunker NaAs? Stabilize/Sealed X

DRAFT



TABLE 2 REMEDIAL CLEANUP CRITERIA Suralco LLC Paranam Facility

Version date 7/2/2018 Outfall 3 Catchment Surface Water Deep Groundwater Soils pH based on keeping Para R. pH in the low 6 range. TSS based

on keeping total mercury

concentrations at USEPA Chronic Ambient Water

Quality criteria for human aquatic

organism consumption. Test

Recreation criteria (10x WHO drinking

water) from Table 4.1 of the Surface Water Screening Criteria for

the Suralco Pilot Sites, Suriname; SRK

Consulting (U.S.), Inc.; April 2014

World Health Organization (WHO), 2011, Guidelines for

Drinking Water Quality, 4th Edition.

USEPA Regional Screening Levels

(RSLs) for Composite Worker. Lower

concentration of the 1 in 10000 cancer risk or

hazard quotient=1 was selected as the criteria. Criteria with a s indicate

concentration above which chemical

speciation will be required to apply an

RSL.

Inorganics mg/l mg/l mg/l mg/kg

Metals by USEPA Method 6000 and 7000

Aluminum Al 1100000

Antimony Sb 0.2 0.02 470s

Arsenic As 0.1 0.01 300

Barium Ba 7 0.7 220000

Boron B 24 2.4 230000

Cadmium Cd 0.03 0.003 980

Chromium Cr 0.5 0.05 630s

Copper Cu 20 2 47000

Fluoride F- 15 1.5 26238s

Iron Fe 820000

Lead Pb 0.1 0.01 800

Manganese Mn 26000

Mercury Hg 0.06 0.006 46s

Molybdenum Mo 5800

Nickel Ni 0.7 0.07 8100s

Selenium Se 0.4 0.04 5800

Tin Sb 700000

Vanadium V 5800

Zinc Zn 350000

Misc. Inorganics

Asbestos Fiber ACM 1%US

Cyanide, Total TCN 150s

DRAFT



Nitrate NO3-

500 50 1900000

Nitrite NO2-

30 3 120000

pH (max) pH 9.5

10CC Total Suspended Soilds (max) TSS 200

Organics

Volatile Organic Compounds (VOCs) by USEPA Method

8260B VOC

Many compound specific RSLs

Polynuclear Aromatic Hydrocarbons (PAHs) USEPA

Method 8260B PAH

Many compound

specific RSLs

Polychlorinated Biphenyls (PCBs) by USEPA Method

8082A PCB


Organochlorine Pesticides by USEPA Method 8081B

Pest


Chlorinated Herbicides by USEPA Method 8151A

Herb


Notes: s Denotes soil concentration above which more detailed chemical speciation will be required to apply RSL.

US US National Emission Standard for Hazardous Air Pollutants (38 FR 8821).

CC There is no RSL for soil pH. Calcium carbonate (powdered limestone) used.

Test Additional data on metals for Outfall 3 will be attained after completion of an engineered settling basin and these criteria revised, if necessary.

DRAFT



FIGURE 1: Bauxite Residue Areas and Process Water Impoundments

DRAFT



FIGURE 2: Refinery Area Historical Dump Areas

DRAFT



Figure 3: SPL Disposal Locations

DRAFT



FIGURE 4: Affobakka Landfill Sites

DRAFT



FIGURE 5: Outfall 003 Catchment

DRAFT



FIGURE 6: Schedule

DRAFT


22 August, 2018

Environmental Agreement Annex II Agreed form final draft of 22 August, 2018

Annex II - Clause 4.1Rehabilitation Work Plan

DRAFT

Annex II – Mine Rehabilitation Plan

ANNEX II.

MINE REHABILITATION PLAN

DRAFT

Annex II

Mine Rehabilitation Plan August 1, 2018

Annex II – Mine Rehabilitation Plan

1. Introduction .......................................................................................................................................... 1

1.1. Historical Background ................................................................................................................... 1

2. General Rehabilitation Principles and Objectives ................................................................................. 1

2.1. General Concepts for Rehabilitation ............................................................................................. 1

2.2. Reclamation and Rehabilitation Plans and Implementation ........................................................ 2

2.3. Compensation Mechanism for Surface Owners ........................................................................... 5

3. Suralco mines overview ........................................................................................................................ 5

3.1. Mining Overview ........................................................................................................................... 5

3.2. Rehabilitation Para, Wanica & Commewijne area ........................................................................ 6

3.2.1. Para District ........................................................................................................................... 7

3.2.1.1. Lelydorp II / III ................................................................................................................... 7

3.2.1.2. Accaribo and L’Esperance Spoils ....................................................................................... 7

3.2.1.3. Lelydorp I Re-Mining Disturbance ..................................................................................... 7

3.2.1.4. Para Mine .......................................................................................................................... 8

3.2.1.5. Kankantrie Mine ................................................................................................................ 8

3.2.1.6. Onoribo IV and La Vigilantia Spoils ................................................................................... 8

3.2.1.7. De Vrijheids Mine .............................................................................................................. 8

3.2.1.8. Older Mines – Naturally Restored .................................................................................... 8

3.2.1.9. Former BMS facilities-OVD facilities, Dorp East and West ............................................... 8

3.2.2. Commewijne District ............................................................................................................. 9

3.2.2.1. Caramacca ......................................................................................................................... 9

3.2.2.2. Klaverblad/Rorac/Truly Hill/Rac-a-Rac ............................................................................. 9

3.2.2.3. Rorac/Truly Hill ............................................................................................................... 10

3.2.2.4. Klaverblad ....................................................................................................................... 10

3.2.2.5. Kaimangrasie ................................................................................................................... 10

4. Rehabilitation Marowijne district ....................................................................................................... 11

4.1. Proposed Schedule...................................................................................................................... 12 DRAFT

Annex II


Annex II – Mine Rehabilitation Plan August 1, 2018

ACRONYMS AMS – Alcoa Minerals of Suriname BA – Brokopondo Agreement BIS –Bauxite Institute Suriname BMS - Billiton Maatschappij Suriname DRSA – Dry Residue Storage Area EHS – Environmental Health and Safety GoS – Government of Suriname ha - hectare HASP – Health and Safety Plan m-bgs – meters below ground surfaceRSA – Residual Storage Area for bauxite residueSBM - Surinaamsche Bauxiet MaatschappijSHSO – Site Health and Safety OfficerUOM – unit of measureICP – Integrated Closure Plan

List of Figures Figure 01 ICP Decision Making Tree Map 01 Concession overview Map 02 Zoomed in overview of concessions Map 03 Mining footprint Para / Wanica Map 04 Mining Footprint Commewijne Map 05 Detailed overview Klaverblad / Rorac mine Map 06 Overview of Marowijne mines Map 07 Overview 1986 Mine Law concession in Para

List of Schedules Schedules 3(a) through 3(e) Concessions categories

List of Tables Table 01 Overview Commewijne mines Table 02 Overview Para Mines Table 03 Details Para Mines Table 04 Marowijne mines Table 05 Completed Mines was there any mine rehab done at the Osembo and Onoribo Mines? Table 06 Mines with Closure plan developed Table 07 Mines without Closure plan DRAFT

Annex II


Annex II – Mine Rehabilitation Plan 1

1. INTRODUCTION

This document sets out the mine reclamation and rehabilitation (collectively referred to hereafter as rehabilitation) activities to be performed by Suralco and AMS at its various closed mining operations in Suriname. This document, in conjunction with the Environmental Remediation and Rehabilitation Agreement, will control Suralco’s reclamation and rehabilitation obligations. To the extent reasonably practicable, Suralco will implement mine reclamation and rehabilitation activities consistent with the process set out in the Suralco Integrated Closure Planning Project Framework Plan (“ICP”) prepared by SRK Consulting. This Annex II will indicate for which areas plans may be prepared in accordance with the ICP; however, Suralco may modify plans due to actual conditions encountered, stakeholder input, or where necessary or appropriate to fulfill the obligations of this document or the Environmental Remediation and Rehabilitation Agreement. Suralco will notify Suriname if significant modifications to the plans are necessary or appropriate.

1.1. Historical Background The bauxite industry has been present in Suriname since 1916, when the Surinaamsche Bauxiet Maatschappij (“SBM”) began mining in the Moengo area in the District of Marowijne. In 1938, Billiton Maatschappij Suriname (“BMS”) began mining in the Onverdacht area in the Districts of Para/Wanica, and in 1958, Alcoa and the Government of Suriname entered into a cooperative venture pursuant to the Brokopondo Agreement (“BA”). This resulted in the dissolution of the SBM, and the establishment of Suralco LLC. Suralco was granted additional mining rights for 500,000 ha of land of which 20,000 ha was granted for mining up to 2033. The exploration rights for the remaining area (500.000 ha – 20.000 ha) expired in 1978. All prior bauxite mining concessions granted to SBM were subsumed under the Brokopondo Agreement (BA) and afforded all protections pursuant to that agreement. The Brokopondo Agreement also included the obligation for Suralco to construct the Afobaka Dam and Hydroelectric Works and to establish both alumina and aluminum-producing facilities. Bauxite mining activities have occurred in the Marowijne, Commewijne and Para districts, while the other concession areas have only been partially or fully explored, but not mined. Since the acquisition of BMS properties in 2009, Suralco currently holds bauxite mining concessions on substantial areas of land. Some of the land associated with these concessions is privately owned by Suralco; however, a substantial area is owned by the Republic of Suriname, by third parties, or owned in part by Suralco and in part by other third parties in what is termed “undivided ownership.” Regardless of the ownership of the surface estate, all mineral resources are owned by the Republic of Suriname. The various mining concessions and point of exploitation of bauxite by Suralco in Suriname are depicted generally in the maps 01 and 02 in Chapter 5. It must be noted that all mining concessions were granted on bases of narrative descriptions and plats rather than professionally surveyed maps. No official survey maps of the concession areas are available.

2. GENERAL REHABILITATION PRINCIPLES AND OBJECTIVES

2.1. General Concepts for Rehabilitation The objective of rehabilitation is to facilitate one or more sustainable future land uses where feasible, whereby the area is left in stable form that is safe for public, and ongoing land degradation is prevented. In general, most areas will be revegetated and then left in a natural state.

DRAFT

Annex II



For the deep-seated mines in the Para, Wanica, and Commewijne Districts, Suralco and AMS will reshape any unstable slopes of the created mine pits (lakes) and monitor water quality until these demonstrate a state of equilibrium and water quality objectives have been met. Spoil areas will be reshaped if unstable and any acid generating material (Mara clays) will be capped and allowed to re-vegetate. In the Marowijne District, mines will be landscaped, top soiled to ensure the area is safe and stable, and re-vegetated with local species to allow for the development of a self-sustaining vegetative cover. More detailed rehabilitation approaches for each District are found in Sections 3 and 4. Rehabilitation Plans and activities thereunder shall achieve the following objectives (“Mine Rehabilitation Standards”):

(1) Leave the subject land in a stable and safe condition to the extent reasonably achievable,

taking into account current condition of the land, and the current use of the land and

surrounding area, including any engineering or institutional controls as applicable.

(2) Protect the public from environmental risks to the level set out in Section 4.1of Annex I,

taking into account engineering, institutional or other controls, and current land use.

(3) Where reasonably achievable, leave the subject land in a condition that supports one or

more sustainable future uses, including uses that arise from a natural or unmanaged

vegetated cover.

(4) For mines where Rehabilitation activities have not begun, include a stakeholder

outreach process consistent with the ICP, where practical.

2.2. Reclamation and Rehabilitation Plans and Implementation(1) Schedule 3(a) sets out the concessions that have not been impacted by Suralco activities

and hence, do not require any environmental remediation or reclamation. Suriname

hereby releases Suralco, AMS, AWA and their respective Affiliates and Representatives

from any and all obligations and liabilities arising out of or relating to these Concessions,

including arising out of or relating to Environmental Laws, the past, current or future

condition of the land or past, current or future operations on the land.

(2) Schedule 3(b) sets out the mines which already have undergone rehabilitation. Within

90 days of the date of the Framework Agreement, Suralco will submit to Suriname a

Legacy Mine Rehabilitation Completion Report for each mine documenting that the

Mine Rehabilitation Standards have been achieved, taking into account their current

condition and the date of the rehabilitation activities already completed. If Suriname

reasonably concludes that the Mine Rehabilitation Standards have not been achieved

for the subject mine, then within sixty (60) days of receiving a Legacy Mine

Rehabilitation Completion Report, Suriname will notify Suralco and AMS in writing of

any deficiencies regarding the conditions at issue, if any, but in no case will such

identification occur after ninety (90) days of receiving a Legacy Mine Rehabilitation

Completion Report. The Parties agree that deficiencies shall be limited to whether the

DRAFT

Annex II



Mine Rehabilitation Standards have been met. Thereafter, the Legacy Mine

Rehabilitation Completion Report will be final.

(3) Schedule 3(c) sets out the mines for which Suralco already has submitted mine

rehabilitation plans (“Plans”) to Suriname. Within sixty (60) days of the date of the

Framework Agreement, Suriname will notify Suralco and AMS in writing of any

deficiencies regarding the Plan, but in no case will such identification occur after ninety

(90) days of the date of the Framework Agreement. The Parties agree that deficiencies

shall be limited to whether the Plan entails activities sufficient to meet the Mine

Rehabilitation Standards once implemented. After Suralco completes the rehabilitation

activities for a given mine and the Mine Rehabilitation Standards have been met (other

than any applicable O&M), Suralco will submit to Suriname a Mine Rehabilitation

Closure Report documenting that the Mine Rehabilitation Standards have been achieved.

If Suriname reasonably concludes that the Mine Rehabilitation Standards have not been

achieved for the subject mine, then within sixty (60) days of receiving a Mine

Rehabilitation Closure Report, Suriname will notify Suralco and AMS in writing of any

deficiencies regarding the conditions at issue, if any, but in no case will such

identification occur after ninety (90) days of receiving a Mine Rehabilitation Closure

Report. The Parties agree that deficiencies shall be limited to whether the Mine

Rehabilitation Standards have been met. Thereafter, the Mine Rehabilitation Closure

Report will be final.

(4) Schedule 3(d) sets out the mines associated with concessions granted prior to the 1986

Mine Reclamation Act that do not already have a Plan generated. Suralco and AMS will

develop Plans consistent with the Integrated Closure Planning Process (“ICP”), as

described in the Figure set out below: ICP Decision Making Tree, and submit these plans

to Suriname for review at least 60 (sixty) days prior to commencement of work. Within

sixty (60) days of Suralco’s submittal of the Plan, Suriname will notify Suralco and AMS

in writing of any deficiencies regarding the Plan, but in no case will such identification

occur after ninety (90) days of Suralco’s submittal of the Plan. The Parties agree that

deficiencies shall be limited to whether the Plan entails activities sufficient to meet the

Mine Rehabilitation Standards once implemented. After Suralco completes the

rehabilitation activities for a given mine and the Mine Rehabilitation Standards have

been met (other than any applicable O&M), Suralco will submit to Suriname a Mine

Rehabilitation Closure Report documenting that the Mine Rehabilitation Standards have

been achieved. If Suriname reasonably concludes that the Mine Rehabilitation

Standards have not been achieved for the subject mine, then within sixty (60) days of

receiving a Mine Rehabilitation Closure Report, Suriname will notify Suralco and AMS in

writing of any deficiencies regarding the conditions at issue, if any, but in no case will

such identification occur after ninety (90) days of receiving a Mine Rehabilitation

Closure Report. The Parties agree that deficiencies shall be limited to whether the Mine

DRAFT

Annex II



Rehabilitation Standards have been met. Thereafter, the Mine Rehabilitation Closure

Report will be final.

(5) Schedule 3(e) sets out the mines associated with concessions granted after the 1986

Mine Reclamation Act that do not already have a Plan generated. Suralco and AMS will

develop mine rehabilitation plans consistent with the Integrated Closure Planning

Process (“ICP”), as described in in the Figure set out below: ICP Decision Making, and

submit these plans to Suriname for review at least 90 (ninety) days prior to

commencement of work. Within sixty (60) days of Suralco’s submittal of the Plan,

Suriname will notify Suralco and AMS in writing of its approval or disapproval of the Plan,

but in no case will such approval/disapproval occur after ninety (90) days from when

Suralco submits the Plan, after which the plan is deemed approved. The Parties agree

that decisions regarding approval shall be limited to whether the mine plan entails

activities sufficient to meet the Mine Rehabilitation Standards once implemented. After

Suralco completes the rehabilitation activities for a given mine and the Mine

Rehabilitation Standards have been met (other than any applicable O&M), Suralco will

submit to Suriname a Mine Rehabilitation Closure Report documenting that the Mine

Rehabilitation Standards have been achieved. If Suriname reasonably concludes that the

Mine Rehabilitation Standards have not been achieved for the subject mine, then within

sixty (60) days of receiving a Mine Rehabilitation Closure Report, Suriname will notify

Suralco and AMS in writing of any deficiencies regarding the conditions at issue, if any,

but in no case will such identification occur after ninety (90) days of receiving a Mine

Rehabilitation Closure Report. The Parties agree that deficiencies shall be limited to

whether the Mine Rehabilitation Standards have been met. Thereafter, the Mine

Rehabilitation Closure Report will be final.

(6) Suralco and AMS can revise or substitute Plans as necessary if one or more of the

actions in the Plan are not reasonably achievable or appropriate, or because of other

changed or newly discovered circumstances.

(7) In the event of material changes to the Plans, Suriname has the opportunity to review or

approve such revisions, following the same procedures and parameters applicable to

the Plan set out in subparts (1)-(4) in this Section.

(8) Suralco and AMS will apply methodologies, standards, objectives and approaches set

forth herein.

(9) Reclamation and rehabilitation work will be performed by contractors or other

individuals or entities selected in the sole discretion of Suralco, with the appropriate skill

and expertise, and contractors will abide by Suralco standard terms and conditions for

services.

DRAFT

Annex II



(10) Suriname shall have the right to perform monitoring duties at all sites where

rehabilitation activities are being conducted and will have access to such sites, subject

to Suralco’s requirements regarding worker/visitor health and safety procedures.

(11) Where Suriname has conveyed a new mining concession or other rights to a third party

and land disturbance has or will occur that is in any way associated with those rights, ,

Suralco’s and AMS’ rehabilitation obligations will be restricted to only those areas not

disturbed by such third parties.

(12) Suralco shall have no rehabilitation obligations for matters caused solely by the actions

of third parties.

2.3. Compensation Mechanism for Surface Owners Most owners of surface rights in mine concession areas already have been compensated as provided by

Law applicable at the time such compensation was provided. Suralco shall have no further

compensation obligations to such parties. Regarding other parties with interests in the surface of lands

negatively impacted by Suralco (or its predecessor in interest) activities, the process set out in

[Ordinance [ ]] as of the date of the Framework Agreement shall set out the exclusive process for

determining whether compensation is owed by Suralco to individual claimants and, if so, total

compensation to be paid by Suralco to all claimants for surface damages relating to a given concession.

3. SURALCO MINES OVERVIEW

3.1. Mining Overview Mining Operations in Districts of Para, Wanica and Commewijne Although most of the mining has occurred within the coastal plain, there is a significant difference in mining approach between the mines in the Para, Wanica and Commewijne Districts to the West and the mines in Marowijne to the East. With respect to the former, the bauxite reserves generally were positioned in deep-seated deposits, i.e. 5m and more below ground surface and ranging from 10 – 40 meters below ground surface (m-bgs), and were overlain by mostly swamp materials. Mine development first required that the swamp deposits be removed “in the wet” by dredging. The dredged spoils (hard clays) were generally placed in diked areas known as “polders” around the perimeter of the future mine pit and the soft clays, mostly, slurried into inactive, mined-out pits. The active pit area was then dewatered via pumps, while the ground water level was suppressed using ground water depressurization wells, and the remaining overburden material removed with conventional earthmoving equipment until the bauxite was exposed. The dewatering activities associated with the deep-seated deposits were to be maintained throughout the life of the mine to ensure stability of the pit walls and to allow excavation of the bauxite. Following mining, the depressurization wells were turned off and the pit eventually filled with water, becoming a pit lake. The surrounding areas that were disturbed were graded to drain into the lake and allowed to naturally re-vegetate. For the Accaribo mine, sharp drop-offs near the former high walls were graded for safe access to the pit lake. For the other older mines the reshaping of the slopes was not consistently executed. In many cases, native vegetation readily volunteers into the disturbed areas and rapidly

DRAFT

Annex II



becomes established as there is plentiful moisture and no shortage of natural seed sources. Based on studies done by Suralco of pit lake chemistry in lakes of varying ages and through periodic sampling within individual lakes, the impacts of mining on the lake chemistry attenuate over time with no specific intervention required. Especially in those cases where the pit lake communicates with surrounding natural water bodies, plants and aquatic life also entered and colonized the lake ecosystem and aided in its restoration. Map 03, 04 and 05 and table 01, 02 and 03 provide details on the mining areas and areas requiring rehabilitation in this region Mining Operations in Marowijne district Mining in the Marowijne District began in Moengo Town in about 1916, and has progressed continuously until the present day. In recent years, the production has been reduced, coincident with reduced refinery output, with the most recent annual disturbance being around 20 ha per year. Most of this more recent disturbance has been associated with opportunistic re-mining of existing disturbed areas. The bauxite reserves in Marowijne occur on hilltops where the surrounding lateritic formation material was more resistant to weathering over geologic time. As a result, the bauxite occurs only on certain hilltops and the mining operations must first remove the unconsolidated overburden materials (including any topsoil) and then any cap rock overlying the bauxite. The bauxite is then excavated, leaving a depression within the hilltop that exposes the underlying kaolin clay. The inherently infertile kaolin remaining in the pit floor following mining and scarcity of suitable topsoil materials, as well as the lack of evenly-distributed rainfall throughout the year has contributed to poor vegetative re-establishment on many of these areas.

3.2. Rehabilitation Para, Wanica & Commewijne area Despite the fact that there are significant areas of mining disturbance within the Para, Wanica and Commewijne districts (Suralco’s current estimates are, almost 4,700 ha in Para and almost 500 ha in Commewijne), much of this area has become pit lakes. The general approach for deep seated mines is post-mining, the depressurization wells are turned off and the pit fills with water, becoming a pit lake. The impacts of mining on the lake chemistry (e.g., turbidity; acidity resulting from disturbance of potentially acid-forming spoil materials in some cases; elevated metals levels) have been shown to attenuate over time (based on studies done by Suralco of pit lake chemistry in lakes of varying ages and through periodic sampling within individual lakes) with no specific intervention required. Ongoing monitoring of newly formed pit lakes seems to support this position. This is especially rapid in those cases where the pit lake communicates with surrounding natural water bodies, plants and aquatic life also enter and colonize the lake ecosystem and aid in its restoration. Suralco proposes to execute seasonal water quality monitoring for the lakes until the closure criteria area listed in the specific Mine Rehabilitation Plan are met which are consistent with the post mining land use. The surface areas surrounding the mine pits are graded to drain into the lake and to avoid any safety concerns (e.g. sharp drop-offs near the former high walls into the pit lake) and re-vegetated. To maintain water quality, no new disturbance is proposed in the older deep-seated mines (mined 20 plus years ago) for which the surrounding areas have fully been revegetated, unless it is specifically indicated that from a current land use perspective, these cause an imminent safety concern. Suralco will execute a survey for these older mines to highlight any areas surrounding the lakes which demonstrate stability issues and need reshaping. This survey will be included in the final closure report for this area. The following sub-paragraphs deal with the individual mine sites in the Para, Wanica, and Commewijne areas.

DRAFT

Annex II



3.2.1. Para District

Table 2 provides approximate areas for each of the mines in the Para District. Each of the mines in the Para District is discussed individually below in terms providing a summary of rehabilitation plans. For each site requiring additional rehabilitation activities, as listed in paragraph 1.2, a detailed rehabilitation plan consistent with the ICP will be developed and submitted to GoS. In case monitoring data indicates that further investigation is needed to determine if equipment and or machinery was left on the bottom of the mines with potential to cause longer term water quality issues, this will be further investigated. Consistent with the standards in this document, for the older mines Suralco will assess if there are any stability issues for the slopes and or public safety issues, which need to be corrected taking into account the stipulations outlined in Section 2.2(2)

3.2.1.1. Lelydorp II / III

A site-specific closure plan was submitted for the Lelydorp II / III Mine to the Suriname Bauxite Institute (“BIS”) in 2014. In the last few years, third party activities have been taking place within the disturbed fraction of the Lelydorp II / III Mine. In case formal rights have been granted to third parties within the areas, those specific areas will be excluded from further closure activities as outlined sections 2.2(11-12). Adverse or potential impact from third party activities will be communicated to Suriname. Suralco and AMS will revisit this closure plan and address any significant issues brought up by Suriname prior to execution the closure activities.

3.2.1.2. Accaribo and L’Esperance Spoils

All grading of the pit perimeter and monitoring of water quality has been completed and Suralco intends to take no further mine rehabilitation actions. Suralco and AMS will provide Suriname with Mine Rehabilitation Closure Report.

3.2.1.3. Lelydorp I Re-Mining Disturbance

The Lelydorp I re-mining activity by Suralco occurred within the original Lelydorp I mining concession area as an expansion of the original Lelydorp I mine. All bauxite mining activity at the Lelydorp I Mine has ceased as of Q2 2015, and reclamation activities as noted below have been completed as part of the total mining arrangement with the mining contractor. No Plan will be developed for Lelydorp 1, since only the Pit lake will need to be addressed. Suralco will submit a Mine Rehabilitation Closure Report once the Mine Rehabilitation Standards have been met. The following actions have been completed:

Remove all infrastructure placed by Boskalis, including any concrete foundations

Rehabilitation of all borrow areas used for clay and other materials

Dismantling and closure of all dewatering wells

Closure of all secondary roadways within the mine site

Reshape all tailing areas (i.e., polders) and other disturbance to a natural angle of

repose and grade to drain to prevent ponding of water

Water quality monitoring

DRAFT

Annex II



3.2.1.4. Para Mine

Suralco will develop a Plan as set out in Section 2.2 of this Annex II.

3.2.1.5. Kankantrie Mine

This mine pit lake is much smaller than that of the Para mine, and has a direct communication with receiving streams, which further enhances improvements in water quality and re-colonization of the lake by vegetation and aquatic organisms. Similar to the Para mine, no Plan will be submitted and no further action is proposed for areas surrounding this mine pit. Water quality will continue to be monitored prior to the submittal of the Mine Rehabilitation Closure Report, which will be submitted as specified in Section 2.2 of this Annex II.

3.2.1.6. Onoribo IV and La Vigilantia Spoils

The Onoribo IV mine pit was converted to a bauxite residue storage facility as RSA #6/DRSA #2. No further rehabilitation is required as a mine site. Rehabilitation of this area will be dealt with in the closure of DRSA #2. The spoils associated with this mine were deposited in the La Vigilantia spoils area. For the spoil area at la Vigilantia, a Mine Rehabilitation Closure Report will be submitted to Suriname.

3.2.1.7. De Vrijheids Mine

This mined out area is adjacent to the current refinery operations and has largely been converted into a landfill and borrow area dedicated to those operations. With the demolition of the refinery, it is anticipated that an additional landfill, the Demolition Landfill, will be located in this area. Current disturbances associated with the Paranam Refinery will be addressed as part of the Refinery remediation. No further rehabilitation is required as a mine site.

3.2.1.8. Older Mines – Naturally Restored

The perimeter vegetation relative to the older mines has become naturally restored with native plants to a rehabilitated condition. Suralco does not believe that any further disturbance of the vegetation at the older mine sites for the purposes of grading slopes is warranted or advisable. Suralco will execute an assessment of the slopes of the older mine areas and propose a path forward based on the assessment. These mines are as follows:

Osembo

Onoribo I

Onoribo II

Onoribo III

The findings of this assessment and any recommendation for follow up activities will be documented in a closure report for these areas that will be submitted to Suriname in accordance with Section 2.2.

3.2.1.9. Former BMS facilities-OVD facilities, Dorp East and West

The former BMS facilities at Overdacht, including the workshops, office buildings and warehouses, all within the Onverdacht plantation, which is 100% Suralco property will not be demolished but instead will be re-used through long lease (or other similar or greater real property interest right) to interested parties. Since the equipment

DRAFT

Annex II



workshop has concrete floors it is not expected any remediation activities will be required. Nevertheless, Suralco and AMS will perform assessments as appropriate in its sole discretion, in accordance with its Acquisition and Divestiture procedures. Some obsolete building in sub-standard condition will be demolished and the waste to be deposited at the demolition landfill at the Paranam Refinery. Dorp East housing buildings as well as Dorp West (former BMS staff village) will be transferred to the board of the Onoribo plantation as part of the efforts to reach a separation of the Suralco / AMS ownership of 54% of the plantation. Suralco will maintain full ownership of the disturbed fraction of the plantation, while the undisturbed fraction and small part of mined land where the community has developed recreational facilities will become ownership of the Onoribo board. No demolition activities are contemplated within these 2 areas, since the buildings will be used by the community.

3.2.2. Commewijne District

Suralco will submit to GoS Plans for all mines within the Commewijne District in accordance with Section 2.2.

3.2.2.1. Caramacca

The mine pit lake has already formed and is overflowing into the adjacent swamp through stable outlets.

Caramacca Closure Action Map – Overview

Caramacca Final Pit Lake Extent

1. Monitor formation of the pit lake and ensure stability of pit side slopes 2. Direct storm water runoff from surrounding areas into the pit to minimize

sediment from the rehabilitated areas from impacting the surrounding swamp 3. Re-grade pit slope areas that include sands that may be unstable; ensure

coverage of any exposed Mara clays to minimize acid formation 4. Create an access point to the lake by grading slopes to a maximum of 10H:1V 5. Breach the perimeter dyke at several points to permit interconnection of the pit

lake with the surrounding swamp 6. Re-grade, reshape to drain, cover, and scarify the footprint of all stockpile and

fill areas and re-vegetate 7. Re-grade and rip roads to be abandoned (see Closure Action Map), as well as

any other areas to the southwest that served as general parking and workshop areas; cover with locally available material; and re-vegetate

8. Properly abandon the single remaining well on-site 9. Pit lake quality monitoring

Suralco will submit a Mine Rehabilitation Closure Report documenting that Mine Rehabilitation Standards have been met in accordance with Section 2.2.

3.2.2.2. Klaverblad/Rorac/Truly Hill/Rac-a-Rac

A specific Plan for these related mines, including actions relative to the cofferdam constructed to separate the Klaverblad mine pit from the Suriname River, will be submitted to Suriname. Currently follow up studies are underway to determine the best approach regarding the partially collapsed Cofferdam. Based on the outcome the final approach regarding the Cofferdam will be developed and this will be included in the

DRAFT

Annex II



Plan for the Klaverblad area. Ongoing discussions between Suralco and Suriname to determine the approach for the Cofferdam are in progress. The surrounding area will be graded to drain to the pit and re-vegetated with native species. Haul roads will be renovated to a width that is consistent with future use to minimize maintenance costs in the future. Suralco will conduct inspections and maintenance of any rehabilitation, including roadways and water management structures (e.g., culverts) and will conduct water quality monitoring within the pit lake until the submittal of the Mine Rehabilitation Closure Report in accordance with Section 2.2. Specific closure actions outlined in the closure plan are as noted below and shown on the attached Closure Map figures:

Klaverblad Closure Action Map_Overview

Klaverblad Closure Action Map_Detail

Rorac/Truly Hill Closure Action Map_Overview

Rac-a-Rac Closure Action Map-Overview

3.2.2.3. Rorac/Truly Hill

Rorac/Truly Hill actions will be executed as outlined in Section 2.2 (3).

3.2.2.4. Klaverblad

Klaverblad actions will be executed as outlined in the Klaverbad closure Plan in accordance with Section 2.2.

3.2.2.5. Kaimangrasie

All remaining potentially acid-producing materials that have not yet been relocated within the pit will be so relocated to ensure that they are inundated by the future pit lake. This will minimize the potential impacts on water quality. Taking into account relevant comments from Suriname, Suralco will submit a closure Plan in accordance with Section 2.2. The perimeter of the pit lake beyond the limits of the future pit lake will be graded to drain to the lake. Similar to Klaverblad/Rorac, Suralco will undertake appropriate rehabilitation of any haul roads and will conduct monitoring and maintenance activities during the first five years following closing.This will be outlined in the closure Plan for this area in accordance with Section 2.2. Specific closure actions outlined in the closure plan include those shown below and on the attached Closure Map figures: Kaimangrasie Closure Action Map – Overview

1. No active ground water dewatering was undertaken during mining. Upon cessation of mining, all bauxite was recovered and pumping of pit sumps was discontinued, allowing the pit lake to form. At this point, the lake is fully formed.

2. The pit ramp will be left in place to provide access for future monitoring 3. The pit wall slopes adjacent to the access ramp will be re-graded to a slope of

10H:1V to permit safe access to the pit. 4. No specific closure actions are envisioned with regard to the ring dyke. Suralco

to define O&M for the ring dyke; the natural outlets from the lake to the surrounding swamp are stable but will be subject to ongoing monitoring until

DRAFT

Annex II



closure objectives have been met, consistent with the Environmental Remediation Agreement and its Annexes.

5. The spoil areas have become naturally re-vegetated and no further action is required based on the Mine Rehabilitation Standards

6. The former bauxite stockpile area will be re-graded to drain; the surface scarified; and barren areas will be covered with growth medium and re-vegetated as necessary.

7. Roads not required for pit access will be re-graded, ripped, covered with growth medium, and re-vegetated.

8. Monitoring will be as defined in the O&M plan. It should be noted that both the Kaimangrasie and Klaverblad/Rorac/Truly Hill/Rac-a-Rac mines have undergone site characterization and land use evaluation in accordance with the ICP. As stakeholder engagement has not been fully resolved. Suralco will proceed with stakeholder engagement, overseen by appointed Suriname representatives.

4. REHABILITATION MAROWIJNE DISTRICT

In contrast to the areas in the Para, Wanica and Commewijne Districts, all of the disturbance in Marowijne District requires some element of re-grading and replanting as part of the rehabilitation. The process involves first identifying suitable topsoil materials; and then collecting the topsoil and amending it appropriately to serve as a vegetative layer atop the barren kaolin. After placement and amendment of topsoil, as required, contour ripping of the surface creates furrows that trap rainfall runoff and aids in reducing the potential for erosion. Enhancement of the topsoil is also done through harvesting of leaf litter and organic rich soil from nature, through previously disturbed forest areas within Suralco’s concessions in the vicinity. This has been shown to be very effective in expediting re-vegetation on disturbed areas. Care is taken to minimize the area of impact in these forest areas to avoid any irreversible impacts. In addition, Suralco employs a local nurseryman to cultivate a mix of approximately 60 – 100 native plant species that are especially well-suited to the region. Local labor will be employed for the actual area preparation and planting. Timing for earthmoving and planting will take into consideration wet and dry seasons to aid in guaranteeing the quality of work that will be performed as well as safety and cost efficiencies. Rehabilitation schedules can be impacted due to weather conditions. Consistent with section 2.2 for areas that Suralco and AMS have already rehabilitated, Suralco and AMS will provide Suriname with a Legacy Mine Rehabilitation Completion Report for the Wane area The bauxite mining areas in the Wane area have already been rehabilitated. The existing haul road and associated culverts in the Wane creek are left in place as infrastructure For the remaining areas still requiring rehabilitation a Plan is under development and Suralco will submit to Suriname in accordance with Section 2.2. If no viable land use options have been identified, for which specific Plans have been developed by the landowner, the areas will be rehabilitated back to natural conditions. There are unique challenges for rehabilitation/re-vegetation of mines in the Marowijne District. Suralco estimates that there are approximately 750 ha of disturbed land in Marowijne remaining that require active rehabilitation. Previously rehabilitated areas, approximately 250 HA, which demonstrate stagnated growth are currently being treated with an additional leaf litter layer to introduce additional seed bank and in areas with erosion issues, the area is being reworked to fix drainage to prevent ongoing or future erosion

Specific steps in rehabilitation of the hilltop mines in the Marowijne District include:

DRAFT

Annex II



Clearing of vegetation on top of previously stored topsoil / overburden material

Landscaping and reshaping of the land areas to eliminate vertical walls and optimizing

drainage

Excavation, transport, and spreading of topsoil / overburden material

Obtaining topsoil from remote sources, as needed

Collection and spreading of leaf litter from surrounding forest areas in case of low available

seed bank

Collection and incorporation of organic rich sands onto the topsoiled area

Contour ripping after topsoil placement

Propagation of nursery stock

Soil amendment and planting of nursery stock (nominal 1600 saplings /ha)

For Monitoring, Suralco will propose completion criteria in the specific closure plans, which will be the basis for post closure monitoring. The anticipated post closure monitoring for re-vegetation is anticipated to be five (5) years.

4.1. Proposed Schedule Suralco estimates the active rehabilitation will be completed over the next 3 years, with appropriate post-closure O&M thereafter to ensure that Mine Rehabilitation Standards are achieved. Suralco will establish completion criteria for the re-vegetation which will be used to ensure that Mine Rehabilitation Standards are achieved. For the remaining areas to be rehabilitated the closure plans, developed according to the ICP framework, will be available by end of August 2018.

DRAFT

Annex II



DRAFT

Annex II



Schedule 3(a) through 3(e)

3(a): Concessions not impacted by mining

Concession id/name

6

7

9

A

Onverwacht

C3 - Coermotibo

C4 - Nassau

C5 - Lely Gebergte

C6 - Wintie Wai Gebergte

C7 - Hok a Hing Gebergte

Brownsberg

DRAFT

Annex II



3(b) through 3(e)

3(b) 3(c) 3(d) 3(e)

Mines Status DistrictHave already undergone

rehabilitation

Have submitted

rehabilitation plansNo plan, granted prior to 1986 No plan, granted after 1986

Bushman Hill No Rehab Marowijne YES

New Boon Rehabilitated Marowijne YES

7-Spades Rehabilitated Marowijne YES

7-Spades2 Rehabilitated Marowijne YES

Swift Hill Rehabilitated Marowijne YES

Pikien Gado Rehabilitated Marowijne YES

Jones2A Rehabilitated Marowijne YES

Jones2B Rehabilitated Marowijne YES

Jones2 Rehabilitated Marowijne YES

Jones3 Rehabilitated Marowijne YES

Jones3A Rehabilitated Marowijne YES

Jones1 Part Rehabilitated Marowijne YES

Jones1C Rehabilitated Marowijne YES

Jones1B Rehabilitated Marowijne YES

Jones1D Rehabilitated Marowijne YES

Begi Gado No Rehab Marowijne YES

Tapira Rehabilitated Marowijne YES

Ricanau Part Rehabilitated Marowijne YES

Adjoema-2 No Rehab Marowijne YES

Lobato-1 Rehabilitated Marowijne YES

Wane2 Rehabilitated Marowijne YES

Wane1 Rehabilitated Marowijne YES

Madoekas Rehabilitated Marowijne YES

Mokka-yard Rehabilitated Marowijne YES

Adjoema-North Rehabilitated Marowijne YES

Adjoema-Center Rehabilitated Marowijne YES

Adjoema-3 Rehabilitated Marowijne YES



Vijent Rehabilitated Marowijne YES

Peto Hill Rehabilitated Marowijne YES

Adjoema-4 Rehabilitated Marowijne YES

Moengo South Rehabilitated Marowijne YES

Gemerts-2 Hill Rehabilitated Marowijne YES

Sunday Hill Rehabilitated Marowijne YES

Lost Hill No Rehab Marowijne YES

Haman Hill NOT MINED Marowijne

Gemerts-1 Hill Rehabilitated Marowijne YES

Wane 4 NOT MINED Marowijne

Wane 3 NOT MINED Marowijne

Tramming Yard Rehabilitated Marowijne YES

RORAC No Rehab Commewijne YES

KLAVERBLAD No Rehab Commewijne YES

TRULY HILL No Rehab Commewijne YES

KAAIMAN GRASIE No Rehab Commewijne YES

CARAMACCA No Rehab Commewijne YES

PARA No Rehab Para YES

KANKANTRIE No Rehab Para YES

LELYDORP I No Rehab Para

LELYDORP III No Rehab Para

LELYDORP II No Rehab Para

ONORIBO III No Rehab Para No

TOPIBO - DE VRIJHEID No Rehab Para No

ONORIBO II No Rehab Para No

OSEMBO No Rehab Para No

ONORIBO I No Rehab Para No

ONORIBO II No Rehab Para No

ACCARIBO Rehabilitated Para YES

ONORIBO IV No Rehab Para NoDRAFT

Annex II



Figure 1: ICP Decision Making Tree

DRAFT

Annex II



Map 01 Concession overview

DRAFT

Annex II



Map 02 Zoomed in overview of concessions

DRAFT

Annex II



Map 03 Mining footprint Para / Wanica

DRAFT

Annex II



Map 04 Mining footprint Commewijne

DRAFT

Annex II



Map 05 Detailed overview Klayerblad / Rorac mine

DRAFT

Annex II



Map 06 Overview of Marowijne mines

DRAFT

Annex II



Map 07 Overview 1986 Mine Law concession in Para

DRAFT

Annex II



Table 01 Overview Commewijne mines

Total Area (ha)Infrastructure to

be handed over

0

176.6

Spoil Areas 108.8

Spoil Areas 19.6

Spoil Areas 17.1

Spoil Areas 31.1

438.5

Pit lake total (part of disturbed area) 256.1

Disturbed Area minus pit lakes 182.4

Disturbed Areas 150.4

Pit Lake (part of disturbed area) 119

Spoil Areas 108.8

259.2



Spoil Areas 19.6

79.9


Pit Lake (part of disturbed area) 79.2

Spoil Areas 17.1

156.8



Spoil Areas 31.1

82.6



36.6

Disturbed + Spoil Areas 615.1

INFRASTRUCTURE

COMMEWIJNE

Subtotal

Subtotal

Klaverblad

SPOIL AREAS TOTAL

Kaaiman Grasie

DISTURBED AREAS TOTAL

DETAIL INFORMATION

Truly Hill

Subtotal

Rorac

Subtotal

Caramacca

SubtotalDRAFT

Annex II



Table 02 Overview Para mines

Total Area (ha)

311.87

Haulroads 46.76

OVD 10.21

Staff Village 36.65

Dorp East 39

Other (long term infra) 36.02

TOTAL LTI 168.64

TOTAL STI (roads,building structure) 143.23

2157.1

2495.87

Pit lake total 1386.58

Disturbed Area minus pit lakes 1109.29

PARA

INFRASTRUCTURE

SPOIL AREAS TOTAL

LTI

STI

DISTURBED AREAS TOTAL (incl. pit lakes)

DRAFT

Annex II



Table 03 Details Para mines

183.82


412.94


285.81

259.4


41.12


102.08


71.67


53.05


Disturbed Area 103.58

728.8


253.6


Disturbed Area

Disturbed Area

Disturbed Area

Disturbed Area

Disturbed Area

Disturbed Area

Kankantrie

De Vrijheid

Para

Onoribo II

Onoribo III

Disturbed Area

Onoribo I

Disturbed Area :

Disturbed Area

Lelydorp I

Osembo

Disturbed Area

Lelydorp II

Lelydorp III

Accaribo

DRAFT

Annex II



Table 04 Marowijne mines

MINESOPEN AREA

( - 2018MAY)MINES

OPEN AREA

( - 2018MAY)

7-Spades 0 Jones3A 0

7-Spades2 0 Lobato-1 0 = ICP

Adjoema-2 180 Lobato-2 0

Adjoema-3 0 Lobato-3 0

Adjoema-4 0 Lost Hill 6

Adjoema-Center 0 Madoekas 0

Adjoema-North 0 Moengo South 0

Adjoema-South 0 Mokka-yard 0

Begi Gado 225 New Boon 0

Bushman 44 Peto Hill 0

Gemerts 1 0 Pikien Gado 0

Gemerts 2 0 Ricanau 271

Haman Hill 0 Sunday Hill 0

Jones1 60 Swift Hill 0

Jones1A 0 Tapira 0

Jones1B 0 Tramming Yard 0

Jones1C 0 Vijent 0

Jones2 0 Wane 1 0

Jones2A 0 Wane 2 0

Jones2B 0 Wane 3 0

Jones3 0 Wane 4 0

OPEN AREA 786

DRAFT

Annex II



Table 05 Completed Mines COMPLETED MINES

DEEPSEATED MINES

Rorac

Truly Hill

Accaribo

Osembo

Onoribo I

Onoribo II

Onoribo III

HILTOP MINES

7-Spades

7-Spades2

Adjoema-3

Adjoema-4

Adjoema-Center

Adjoema-North

Adjoema-South

Gemerts 1

Gemerts 2

Haman Hill

Jones1A

Jones1B

Jones1C

Jones2

Jones2A

Jones2B

Jones3

Jones3A

Lobato-1

Lobato-2

Lobato-3

Madoekas

Moengo South

Mokka-yard

New Boon

Peto Hill

Pikien Gado

Sunday Hill

Swift Hill

Tapira

Tramming Yard

Vijent

Wane 1

Wane 2

Wane 3

DRAFT

Annex II



Wane 4

Table 06 Mines with Closure plan developed MINES WITH CLOSURE

PLAN

DEEPSEATED MINES

Caramaca

Kaiman Grasi

Klaverblad

Rorac

Truly Hill

Lelydorp 3

Lelydorp 2

HILTOP MINES

Peto Hill

Table 07 Mines without Closure plan MINES WITHOUT CLOSURE

PLAN

DEEPSEATED MINES

Para mine

Kankantrie Mine

HILTOP MINES

Ricanau

Begi Gado

Adjoema 2

Bushman / lost Hill

Jones 1

DRAFT


22 August, 2018

Framework Agreement Annex C Agreed form final draft of 22 August, 2018

Annex C



DRAFT


22 August, 2018

D R A F T

SURALCO POWER PURCHASE AGREEMENT

BY AND AMONG


AND


[DATE], 2018DRAFT

TABLE OF CONTENTS

Page


-i- Agreed form final draft of 22 August, 2018

1 REFERENCES ......................................................................................................................... 2

2 ELECTRIC ENERGY TO BE PROVIDED ............................................................................. 4

3 ENERGY RATES, AND OTHER CHARGES ........................................................................ 5

4 BILLING .................................................................................................................................. 5

5 CURTAILMENTS AND SUBSTITUTE ENERGY ................................................................ 5

6 TERM, TERMINATION OF SERVICE AND EARLY TERMINATION ............................. 6

7 MISCELLANEOUS ................................................................................................................. 6

SCHEDULES TO SURALCO POWER PURCHASE AGREEMENT



DRAFT


22 August, 2018

Suralco Power Purchase Agreement Page 1 of 11 Agreed form final draft of 22 August, 2018

THIS SURALCO POWER PURCHASE AGREEMENT, is entered into as of [date] (collectively,

with the Schedules hereto, the "Suralco Power Purchase Agreement"),

BY AND AMONG:


("Suriname"); en



at Van 't Hogerhuysstraat 13, Paramaribo, Suriname ("Suralco" or "Customer"),

Suriname and Suralco are sometimes referred to herein collectively as the "Parties" and each


WHEREAS:

(A) The Parties are entering into this Suralco Power Purchase Agreement in connection with that

certain Framework Agreement, dated as of the date hereof (the "Framework Agreement").

The Framework Agreement relates to:



interim undertakings for the period between the date of the Framework Agreement



environmental clean-up activities by Suralco;



documentation and residual obligations in accordance with the terms of the





(B) In order to complete decommissioning, closure, remediation and reclamation activities at

Suralco’s facilities located in Suriname (the "Paranam Refinery"), Suriname is willing to

provide Energy to Suralco pursuant to this Suralco Power Purchase Agreement.




1 REFERENCES

1.1 Definitions






DRAFT


22 August, 2018


"Billing Period" means a period of approximately thirty (30) days, beginning on the first day

of each month and ending on the last day of each month;

"Business Day" means a day (other than a Saturday or Sunday) on which banks are open for

normal business in the Netherlands and Suriname;

"Contract Demand" means the Energy to be delivered to Customer during the Initial Period

and the Subsequent Period;

"Customer" has the meaning as set forth in the preamble to this Suralco Power Purchase

Agreement;

"Delivery Point" has the meaning as set forth in Clause 02.3;

"Dispute" has the meaning set forth in Clause 7.14.

"Energy" means power and energy delivered to Customer by Suriname in accordance with

this Suralco Power Purchase Agreement.


"Initial Period" has the meaning set forth in Clause 2.1(a);

"Initial Period Contract Demand" has the meaning set forth in Clause 2.1(a);


and/or federal law), state, provincial or local law, regulation, rule, statute, ordinance, Order,

permit, or treaty, or any other legal requirement;

"Notice" has the meaning set forth in Clause 7.1(a) to this Suralco Power Purchase

Agreement;

"Paranam Refinery" has the meaning set forth in Recital (B);




"Rate" has the meaning set forth in Clause 03 to this Suralco Power Purchase Agreement;



"Subsequent Period" has the meaning as set forth in Clause 2.1(b);

"Subsequent Period Contract Demand" has the meaning set forth in Clause 2.1(b);

"Suralco" has the meaning set forth in the preamble to this Suralco Power Purchase

Agreement;

"Suralco Power Purchase Agreement" has the meaning set forth in the preamble to this

Suralco Power Purchase Agreement;

"Suriname" has the meaning set forth in the preamble to this Suralco Power Purchase

Agreement;

DRAFT


22 August, 2018


"Transfer Date" has the meaning set forth in the Framework Agreement;

"Subsequent Period" has the meaning as set forth in Clause 2.1(b); and



Capitalized terms used in this Suralco Power Purchase Agreement (including in the preamble

to this Suralco Power Purchase Agreement and Recitals above), that are not set forth in

Clause 1.1 shall have the meaning set forth in the Framework Agreement.


(a) Singular, plural and gender. Whenever the context requires, words in the singular

shall be held to include the plural and vice versa, and words of one gender shall be

held to include the other gender as the context requires.



and shall not affect or be utilized in construing or interpreting this Suralco Power

Purchase Agreement. All references herein to the terms "Clause", "Schedule" and

"Annex" are references to the Clauses, Schedules and Annexes to this Suralco Power

Purchase Agreement unless otherwise specified.


import when used in this Suralco Power Purchase Agreement mean "including,

without limitation" unless otherwise specified. The words "hereof", "herein",

"hereby", "hereto", and derivative or similar words when used in this Suralco Power

Purchase Agreement refer to this entire Suralco Power Purchase Agreement,

including the Schedules and Annexes, and not to any particular provision of this

Suralco Power Purchase Agreement. The term "any" means "any and all". The term

"or" shall not be exclusive and shall mean "and/or". The word "extent" in the phrase

"to the extent" shall mean the degree to which a subject or other thing extends, and

such phrase shall not mean simply "if".


permitted assigns.



Government Authority that enacted or promulgated such Law or Laws has

jurisdiction over such Person, thing or matter. Unless otherwise expressly provided

herein, references to any statute, rule, regulation or form, including in the definition

thereof, shall be deemed to include references to such statute, rule, regulation or form

as amended, modified, supplemented or replaced from time to time, and in the case of



to such section.


which or following which any act is to be done or step taken pursuant to this Suralco

Power Purchase Agreement, the date that is referenced in the beginning or at the end

of the calculation of such period will be excluded; if the last day of any period

DRAFT


22 August, 2018


referenced herein is a non-Business Day, the period in question will end on the next

succeeding Business Day.

(g) Reference to days and writing. References to "days" mean calendar days unless


in electronic form.

(h) Take all reasonable actions necessary. Whenever this Suralco Power Purchase

Agreement refers to "take all reasonable action necessary" or similar terms, this

means that each relevant Party shall grant powers of attorney, execute documents,

take all (other) lawful steps that are within its power and use all voting rights and

other powers of control available to it, including instructing its Representative(s),

nominee(s) or designee(s), as the case may be, on each board meeting and on any

committee to take any and all reasonable action within its power to procure the

relevant matter.

2 ELECTRIC ENERGY TO BE PROVIDED

2.1 Contract Demand

Subject to Clauses 5.1 and 5.2,

(a) Commencing on the Transfer and continuing until the fifth (5th) anniversary of the

Transfer ("Initial Period"), Suriname shall make available to Customer 2.5 MW

hours each hour ("Initial Period Contract Demand"). During the Initial Period,

Energy will be available to the Customer at all times except for limitations as

provided in this Suralco Power Purchase Agreement; and

(b) From the conclusion of the Initial Period until the tenth (10th) anniversary of the

Transfer ("Subsequent Period"), Suriname shall make available to Customer 1 MW

hours each hour ("Subsequent Period Contract Demand"). Energy will be available

at all times during the Subsequent Period except for limitations as provided in this

Suralco Power Purchase Agreement.

2.2 Priority

Customer will have first priority to receive up to 2.5 MW hours each hour during the Initial

Period and 1 MW hours each hour during the Subsequent Period.

2.3 Delivery Points

For the purpose of this Suralco Power Purchase Agreement, Energy shall be deemed to be

offered and delivered when Suriname is able to supply Energy and transmit it to its designated

points of interconnection as described in Schedule 1 ("Delivery Points").

2.4 Relocation of Delivery Points, Transformers and Other Facilities

At the Customer’s request, Suriname shall cooperate with Customer in any relocation of the

delivery point or installation of transformers or other related facilities servicing the Paranam

Refinery that Customer deems necessary. The costs of any such relocation or installation shall

be the responsibility of Customer. Suriname will provide the Customer an estimate of their

costs to cooperate in any such relocation or installation prior to commencing any work or

making any purchases of equipment and materials.

2.5 Scheduling

DRAFT


22 August, 2018


For planning purposes only, by the 15th day of each month during the Initial Period and

Subsequent Period, Customer will notify Suriname of Customer's anticipated Contract

Demand for the following calendar month. Suriname will make available Customer's Contract

Demand in accordance with Customer's schedule. In the event that Contract Demand changes

once the schedule has been sent by Customer, the Parties agree to work together to best

accommodate changes in Contract Demand.

2.6 Metering

The Customer’s Energy consumption will be metered at the Delivery Point(s) using

Customer's meters. Suriname and Customer shall cooperate with respect to the transfer of

ownership of Equipment, as defined in the Afobaka Hydroelectric Works Transfer and

Execution Agreement, including meters, to Suriname and their subsequent relocation to

Suriname’s premises, such relocation and transfer being at the reasonable cost and expense of

Customer.

3 ENERGY RATES AND OTHER CHARGES

Energy will be sold to Customer at rates provided in Schedule 2 attached hereto (the "Rate").

No additional charge, cost or expense of any type, including but not limited to any tax,

transmission cost, or assessment, will be added to the Rate without Customer's prior express

written consent.

4 BILLING

4.1 Invoices

Suriname will invoice Suralco on or before the twentieth (20th) calendar day of each month

during the Initial Period and Subsequent Period for Energy consumed by Suralco in the

previous month, calculated according to the metering as described in Clause 2.6.

4.2 Payment

Payment of invoices shall be due within 30 days of the date of the relevant invoice. Payment

of invoices shall be in USD and paid as directed on relevant invoice.

5 CURTAILMENTS AND SUBSTITUTE ENERGY

5.1 Energy

During the Initial Period, if emergency conditions cause the power generating units within

Suriname to produce energy below normal levels, Suriname shall notify Customer, in writing,

as soon as reasonably practicable. Upon such notice Suriname may nominate 8 hours each

day, for a period of 30 consecutive days, whereby Suriname may reduce Initial Period

Contract Demand to no less than 1MW; however, Suriname will provide Energy to meet full

Initial Period Contract Demand for the remaining 16 hours each day during such period. If

emergency conditions effecting power generation continue after the 30-day period, Suriname

may nominate 8 hours each day, for a period of 90 consecutive days, whereby Suriname may

reduce Initial Period Contract Demand to no less than 1.5MW; however, Suriname will

provide Energy to meet Initial Period Contract Demand for the remaining 16 hours each day

during such period. Upon expiration of the 90-day period, Customer will be entitled to receive,

and Suriname will provide Energy up to 2.5MW each hour and Suriname and Suriname may

not again reduce or curtail Initial Period Contract Demand in accordance with this Clause 5.1

for a period of 12 consecutive months.

DRAFT


22 August, 2018


5.2 During the Subsequent Period, if emergency conditions cause the power generating units

within Suriname to produce energy below normal levels, Suriname shall notify Customer, in

writing, as soon as reasonably practicable. Upon such notice Suriname may nominate 8 hours

each day, for a period of 30 consecutive days, whereby Suriname may reduce scheduled

Subsequent Period Contract Demand to no less than .75MW; however, Suriname will provide

Energy to meet full Subsequent Period Contract Demand for the remaining 16 hours each day

during such period. If emergency conditions effecting power generation continue after the 30-

day period, Suriname may nominate 8 hours each day, for a period of 90 consecutive days,

whereby Suriname may reduce Subsequent Period Contract Demand to no less than .75MW;

however, Suriname will provide Energy to meet full Subsequent Period Contract Demand for

the remaining 16 hours each day during such period. Upon expiration of the 90-day period,

Customer will be entitled to receive, and Suriname will provide Energy up to 1MW each hour

and Suriname may not again reduce or curtail Subsequent Period Contract Demand in

accordance with this section for a period of 12 consecutive months.

5.3 Additional Energy

Upon restart of the power generating assets to normal levels after an emergency condition in

accordance with Clause 5.1 and 5.2, Suriname will, at Customer's option provide Customer

additional Energy in an amount equal to the amount Customer would have consumed during

any curtailment of Energy for a period of 30 days.

6 TERM, TERMINATION OF SERVICE AND EARLY TERMINATION

6.1 Term

Service under this Suralco Power Purchase Agreement shall commence on the Transfer and

continue until the conclusion of the Subsequent Period.

6.2 Termination

Customer may, for any reason, terminate this Suralco Power Purchase Agreement upon thirty

days (30) written notice to Suriname.

7 MISCELLANEOUS

7.1 Notices

(a) Form. Whenever it is provided herein that any notice, demand, request, consent,

approval, declaration or other communication shall or may be given to or served upon

either Party by the other Party, or whenever either Party desires to give or serve upon

the other Party any communication with respect to this Suralco Power Purchase

Agreement, each such notice, demand, request, consent, approval, declaration or other

communication (each a "Notice") shall be in writing and signed by or on behalf of the

Party giving it.

(b) Service. Any Notice shall be served by: (i) delivering it by hand or sending it to the

address of a Party set forth in this Clause 7.1(b) or to such other address as may be

substituted by Notice given by the applicable Party as herein provided:

to Suralco:

Alcoa World Alumina L.L.C.

201 Isabella Street

Pittsburgh, PA 15212

DRAFT


22 August, 2018


United States of America

Attention: General Counsel

Facsimile: +1-412-992-5440


with a copy to (which shall not constitute Notice to Suralco):

Jones Day (Amsterdam office)

Concertgebouwplein 20

1071 LN Amsterdam

the Netherlands

Attention: Mr. M. Jansen

Facsimile: +31 (0) 20 305 4201


to Suriname:

The Minister of Natural Resources

Mr. J.C. de Mirandastraat 13-15

Paramaribo, Suriname


Email: [email address]

with a copy to (which shall not constitute Notice to Suriname):

[details to be included]

Attention: [name]


Email: [email address]; or

(ii) sending it by email in accordance with Clause 7.1(d), in each case marked for the

attention of the relevant Party set out in this Clause 7.1(b) (or as otherwise notified

from time to time in accordance with this Clause 7.1(b)).

(c) Deemed delivery. Any Notice shall be deemed to have been duly given as follows:

(i) if sent by post, three (3) Business Days after the date of posting if posted to an

address in the same country, or five (5) Business Days after the date of posting where

posted to an address in another country; or (ii) if hand delivered, when delivered; or

(iii) if sent by email, the time of delivery will be determined in accordance with

Clause 7.1(d), provided that in each case where delivery by post or by hand occurs

after 6:00 P.M. on a Business Day or on a day which is not a Business Day, service

shall be deemed to occur at 9:00 A.M. on the next following Business Day.

References to time in this Clause 7.1(c) are to local time in the country of the

addressee.

(d) Notices sent by email. Any Notice which may be given under this Suralco Power

Purchase Agreement may instead be sent by email if: (i) the method of signature or

sign-off identifies the sender; (ii) the Notice is signed by the Party or where the Party

is a company, by an authorized representative of the Party; and (iii) the Notice is sent

to the email address of the relevant Party set out in Clause 7.1(b), or as otherwise

notified from time to time in accordance with Clause 7.1(d). A Notice sent under this

Clause 7.1(d) will be taken to be duly given on the first to occur of: (i) receipt by the

sender of an email acknowledgment from the recipient's information system showing

that the Notice has been delivered to the stated email address; (ii) the time that the

DRAFT


22 August, 2018


Notice enters an information system which is under the control of the recipient; and

(iii) the time that the Notice is first opened or read by an employee or officer of the

recipient, provided that in each case where delivery by email occurs after 6:00 P.M.

on a Business Day or on a day which is not a Business Day, service shall be deemed

to have occurred at 9:00 A.M. on the following Business Day

7.2 Language

A Dutch translation of this Suralco Power Purchase Agreement has been provided. In the

event of a conflict between the English version and the Dutch version of this Suralco Power

Purchase Agreement, the English version shall prevail.


Parties hereby agree that if and to the extent that this Suralco Power Purchase Agreement

conflicts with the provisions of the Framework Agreement, the Framework Agreement shall

prevail. The Parties shall ensure that at the first request of any Party, each Party shall take all

further steps as necessary or required to amend the provisions of this Suralco Power Purchase

Agreement to ensure that the provisions of the Framework Agreement shall prevail.

7.4 Amendments and Modifications; Waivers

(a) No amendment, modification or variation of any provision of this Suralco Power

Purchase Agreement shall in any event be effective except by written agreement

making specific reference to the applicable provision to be amended, modified or

varied, in each case duly executed by each Party.

(b) The failure of either Party, at any time or times, to require strict performance by the

other Party of any provision of this Suralco Power Purchase Agreement shall not

waive, affect or diminish any right of such Party thereafter to demand strict

compliance and performance herewith and no failure or delay by a Party in exercising

any right, power or privilege hereunder shall operate as a waiver thereof nor shall any

single or partial exercise thereof preclude any other or further exercise thereof or the

exercise of any other right, power or privilege. Any suspension or waiver of any

provision of this Suralco Power Purchase Agreement shall not suspend, waive or

affect any other provision of this Suralco Power Purchase Agreement whether the

same is prior or subsequent thereto. None of the undertakings, agreements,

representations, warranties or covenants of either Party contained in or contemplated

by any other provision of this Suralco Power Purchase Agreement shall be deemed to

have been suspended or waived by the other Party, unless such waiver or suspension

is by an instrument in writing signed by an officer of or other authorized employee of

such Party and directed to the other Party specifying such suspension or waiver.


At any time and from time to time after the date of this Suralco Power Purchase Agreement,

Parties agree to take all reasonable actions necessary, and at the request of any other Party, to

execute and deliver any further instruments or documents and to take all such further action as

the other Party may reasonably request in order to evidence or effectuate the consummation

of the transactions contemplated hereby and to otherwise carry out the intent of the Parties

hereunder.

DRAFT


22 August, 2018


7.6 Fees and Expenses

Except as otherwise expressly provided in this Suralco Power Purchase Agreement, each

Party shall bear its own fees and expenses incurred in connection with the matters described

herein and therein, including fees and expenses of financial, legal and accounting advisors

and other outside consultants (irrespective of when incurred).

7.7 Successors and Assigns; Assignment

This Suralco Power Purchase Agreement shall be binding on and shall inure to the benefit of

and be enforceable by the Parties and their respective successors and permitted assigns.

Except as otherwise provided herein, (a) neither Party may assign, transfer, hypothecate,

novate, mortgage, charge or otherwise convey its rights, benefits, obligations or duties

hereunder without the prior written consent of the other Party; (b) any such purported

assignment, transfer, hypothecation, novation, mortgage, charge or other conveyance by

either Party without the prior written consent of the other Party shall be void ab initio; and (c)

no assignment permitted or consented to hereby shall release either Party from any liability

under this Suralco Power Purchase Agreement unless expressly provided for in such consent.

Notwithstanding the above, Suralco shall be entitled to assign this Suralco Power Purchase

Agreement to any affiliated company at its sole discretion. In the event of an assignment by

Suralco to an affiliated company, it shall notify Suriname within fourteen (14) Business Days

of such assignment.

7.8 Counterparts; Effectiveness

This Suralco Power Purchase Agreement may be executed in any number of separate

counterparts, each of which shall collectively and separately constitute one and the same

agreement. An executed counterpart delivered electronically (including by email or facsimile)

shall be an original, with the same effect as an executed counterpart delivered in person. This

Suralco Power Purchase Agreement shall become effective when each Party shall have

received a counterpart hereof signed by the other Party.

This Suralco Power Purchase Agreement has been drawn up in both the Dutch and English

language, each of which shall collectively and separately constitute one and the same

agreement. In the event of a conflict between the English version and the Dutch version of

this Suralco Power Purchase Agreement, the Dutch version shall prevail.

7.9 Entire Agreement

This Suralco Power Purchase Agreement and its Schedules collectively constitute and contain

the entire agreement and understanding between the Parties with respect to the subject matter

hereof and thereof and supersede all prior correspondence, agreements, understandings,

negotiations and contracts, both written and oral, express or implied, between the Parties with

respect to the subject matter hereof and thereof. No representation, warranty, promise,

inducement or statement of intention has been made by either Party that is not embodied in

this Suralco Power Purchase Agreement, and neither Party shall be bound by, or liable for,

any alleged representation, warranty, promise, inducement or statement of intention not

embodied herein or therein. Each Party represents and agrees that: (a) it did not rely on any

statement, oral or written, that is not contained in this Suralco Power Purchase Agreement in

making its decision to execute this Suralco Power Purchase Agreement; (b) any drafts of this

Suralco Power Purchase Agreement existing before the final fully executed drafts shall not be

used for purposes of interpreting any provision of this Suralco Power Purchase Agreement;

and (c) neither Party nor any other Person shall make any claim, assert any defense or

DRAFT


22 August, 2018


otherwise take any position inconsistent with the foregoing in connection with any Dispute or

proceeding among any of the foregoing or for any other purpose.

7.10 Severability

If any provision of this Suralco Power Purchase Agreement, or the application thereof to any

Person, place or circumstance, shall be held by a court of competent jurisdiction to be invalid,

unenforceable or void as a matter of law or public policy, the remainder of this Suralco Power

Purchase Agreement and such provisions as applied to other Persons, places and

circumstances shall remain in full force and effect so long as, after excluding the portion

deemed to be invalid, unenforceable or void, the economic or legal substance of the

transactions contemplated by this Suralco Power Purchase Agreement is not affected in any

manner materially adverse to any Party. Upon such determination that any term or other

provision is invalid, unenforceable or void, the Parties shall negotiate in good faith to modify

this Suralco Power Purchase Agreement so as to effect the original intent of the Parties as

closely as possible in a mutually acceptable manner in order that the transactions

contemplated hereby be consummated to the greatest extent practicable in substantially the

same manner as originally set forth at the later of the date this Suralco Power Purchase

Agreement was executed or last amended.

7.11 Cumulative Remedies

Except to the extent set forth otherwise in this Suralco Power Purchase Agreement, all

remedies under this Suralco Power Purchase Agreement expressly conferred upon a Party will

be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by

Law upon such Party, and the exercise by a Party of any one remedy will not preclude the

exercise of any other remedy.

7.12 Full and final discharge

Upon fulfillment of all obligations under this Suralco Power Purchase Agreement, each Party

shall grant full and final discharge to the other Party and shall waive any and all claims, rights,

causes of action, losses, costs, expenses or liabilities in relation to, any matter, cause, event,

fact or circumstance, whether known or unknown and whether based on statute or other Law,

including Environmental Laws, it may have against the other Party or any of its Affiliates that

exceeds the obligations set forth in this Suralco Power Purchase Agreement.

7.13 Governing Law

In all respects, this Suralco Power Purchase Agreement and any Dispute shall be governed by,

and construed and enforced in accordance with the Laws of the Netherlands.


(a) General Provisions. The Parties shall use commercially reasonable efforts to settle

amicably any and all disputes, controversies or claims (whether sounding in contract,

tort, common law, statutory law, equity or otherwise) arising out of or relating to this

Suralco Power Purchase Agreement, including any question regarding its existence or

scope, the meaning of its provisions, or the proper performance of any of its terms by

either Party, or its breach, termination or invalidity (each such dispute, controversy or

claim, a "Dispute"). Except as otherwise expressly provided herein, any Dispute shall

be resolved in accordance with the procedures set forth in this Clause 7.14.

DRAFT


22 August, 2018


(b) Arbitration. Save as otherwise set out in this Suralco Power Purchase Agreement, any

Dispute arising out of or in connection with this Suralco Power Purchase Agreement

(including questions in respect of the authority of the arbitrators) shall be finally

settled by arbitration in accordance with the rules of The Netherlands Arbitration

Institute (Nederlands Arbitrage Instituut). The arbitral tribunal shall be composed of

three arbitrators appointed in accordance with those rules. The place of the arbitration

will be The Hague, the Netherlands. The language of the arbitration shall be English.

The arbitrators shall decide according to the principles and rules of law as dictated by

Clause 7.14. The arbitral tribunal will not act as amiables compositeurs or ex aequo et

bono.

(c) The Parties agree that any Disputes resolved pursuant to this Clause 7.14 are

commercial in nature with no deference given to any party, including matters

involving Environmental Laws, remediation, reclamation or rehabilitation. The

Parties agree to be bound by any award or order resulting from arbitration conducted

hereunder. The Parties agree that in the context of an attempt by either Party to

enforce an arbitral award or order, any defenses relating to any other Party's capacity

or the validity of this Suralco Power Purchase Agreement or any related agreement

under any Law are waived. Any judgment on an award or order resulting from an

arbitration conducted under this Clause 7.13 may be entered and enforced in any

court, in any country, having jurisdiction over either Party or their assets. To the

extent that any Party hereto has or hereafter may acquire any immunity from

jurisdiction of any court or arbitration forum or from any arbitration or legal process

(whether through service or notice, attachment prior to judgment, attachment in aid of

execution, execution or otherwise) with respect to itself or its property, each such

Party hereby irrevocably (i) waives such immunity in respect of its obligations with

respect to this Suralco Power Purchase Agreement, and (ii) submits to the personal

jurisdiction of any court or arbitration forum made reference to in this Suralco Power

Purchase Agreement.

(d) Costs. Each Party shall bear its own fees and expenses, including fees and expenses

of financial and legal advisors and other outside consultants, in connection with

Parties trying to resolve Disputes in accordance with this Clause 7.14.

(e) Proceedings Confidential. Except to the extent necessary to enforce any arbitral

award, to enforce other rights of the Parties, as required by applicable Law or the

applicable rules of any stock exchange, each Party shall ensure that it and its

Affiliates, and all of their respective Representatives and expert witnesses, shall

maintain as confidential the existence of the arbitration proceedings, the arbitral

award, all filings and submissions exchanged or produced during the arbitration

proceedings and briefs, memorials, witness statements or other documents prepared

in connection with such arbitration; provided, however, that a Party may disclose

such information to its Affiliates and all of its and its Affiliates' respective

Representatives and expert witnesses; it being understood that such Affiliates and

Representatives will be informed of the confidential nature of the existence of any

such arbitration proceedings, arbitral award, filings and submissions, briefs,

memorials, witness statements and other documents and will be directed to treat the

foregoing as confidential in accordance with the terms of this Suralco Power

Purchase Agreement and each Party will be responsible for the compliance by its

Affiliates and its and their respective Representatives and expert witnesses with this

Clause 7.14(e). This Clause 7.14(e) shall survive the termination of the arbitral

proceedings.

DRAFT


22 August, 2018


(f) Privilege. Legal professional privilege, including privileges protecting attorney-client

communications and attorney work product of each Party from disclosure or use in

evidence, as recognized by applicable Laws governing each Party's relationship with

its counsel, including in-house counsel, shall apply to and be binding in any

arbitration proceeding under this Clause 7.14.


DRAFT


22 August, 2018

Suralco Power Purchase Agreement Signature Page Agreed form final draft of 22 August, 2018

IN WITNESS WHEREOF, this Suralco Power Purchase Agreement has been duly executed and



By:

Name

Title


By:

Name

Title

DRAFT


22 August, 2018

Suralco Power Purchase Agreement Schedule 1 Agreed form final draft of 22 August, 2018


Delivery Points

Switchyard Paranam.

DRAFT


22 August, 2018

Suralco Power Purchase Agreement Schedule 2 Agreed form final draft of 22 August, 2018


Rate

Customer will be billed a rate per MW hour as consumed by Customer, which rate is the average rate

per MW hour over the three years prior to entering into this Suralco Power Purchase Agreement

(being the average of: 2017 – US $53.15, 2018 – US $56.55 and 2019 – US $ 59.95). The rate per

MW hour per this Schedule 2 will be adjusted each year for US inflation starting January 1, 2020. The

Rate includes all fees, charges and taxes payable by Customer for the Energy provided in accordance

with this Suralco Power Purchase Agreement.

DRAFT


22 August, 2018

Framework Agreement Annex D Agreed form final draft of 22 August, 2018

Annex D

Suriname Power Purchase Agreement


DRAFT


22 August, 2018

D R A F T

SURINAME POWER PURCHASE AGREEMENT

BY AND AMONG


AND


[DATE], 2018DRAFT

TABLE OF CONTENTS

Page

Suriname Power Purchase Agreement -i- Agreed form final draft of 22 August, 2018

1 REFERENCES ......................................................................................................................... 1

2 TERMINATION OF PRIOR AGREEMENTS ........................................................................ 2

3 ELECTRIC ENERGY TO BE PROVIDED ............................................................................. 2

4 ENERGY RATES, AND OTHER CHARGES ........................................................................ 3

5 BILLING .................................................................................................................................. 3

6 LIMITATION OF LIABILITY ................................................................................................ 3

7 TERM AND TERMINATION OF SERVICE ......................................................................... 4

8 MISCELLANEOUS ................................................................................................................. 4

SCHEDULES TO SURINAME POWER PURCHASE AGREEMENT



DRAFT


22 August, 2018

Suriname Power Purchase Agreement Page 1 of 4 Agreed form final draft of 22 August, 2018

THIS SURINAME POWER PURCHASE AGREEMENT, is entered into as of [date] 2018

(collectively, with the Schedules hereto, the "Suriname Power Purchase Agreement"),

BY AND AMONG:


("Suriname"); and



at Van 't Hogerhuysstraat 13, Paramaribo, Suriname ("Suralco"),



WHEREAS:

(A) The Parties are entering into this Suriname Power Purchase Agreement in connection with

that certain Framework Agreement, dated as of the date hereof (the "Framework

Agreement"). The Framework Agreement relates to:



interim undertakings for the period between the date of this Framework Agreement




(iii) the termination of the mining concessions granted pursuant to the Brokopondo

Agreement, ancillary documents thereto, the Mine Act of 1986 (SB 1986 No 28) and

any other ‘concession’ documentation and residual obligations in accordance with the

terms of this Framework Agreement; and




(B) Until the Transfer, Suriname wishes to purchase electricity from Suralco and therefore Parties

intend to enter into this Suriname Power Purchase Agreement for the sale of Energy by

Suralco to Suriname.




1 REFERENCES

1.1 Definitions


"Billing Period" means a period of approximately thirty (30) days, beginning on the first

calendar day of each month and ending on the last calendar day of each month;

"Contract Demand" has the meaning set forth in Clause 3.1;

DRAFT


22 August, 2018


"Delivery Point" has the meaning set forth in Clause 3.4;

"Energy" means power and energy delivered to Suriname by Suralco in accordance with this

Suriname Power Purchase Agreement;


"Rate" has the meaning set forth in Clause 4;

"Suralco" has the meaning set forth in the preamble to this Suriname Power Purchase

Agreement;

"Suriname" has the meaning set forth in the preamble to this Suriname Power Purchase

Agreement;

"Term" has the meaning set forth in Clause 7.1; and



Capitalized terms used in this Suriname Power Purchase Agreement (including in the

preamble to this Suriname Power Purchase Agreement and Recitals above), that are not set

forth in Clause 1.1 shall have the meaning set forth in the Framework Agreement.



mutatis mutandis to this Suriname Power Purchase Agreement.

2 TERMINATION OF PRIOR AGREEMENTS

Upon Execution of this Suriname Power Purchase Agreement, that certain Energy Agreement

dated September 16, 1999, and that certain Agreement Concerning the Delivery of Electrical

Energy dated November 21, 1966, by and between Suralco and Suriname are hereby

terminated.

3 ELECTRIC ENERGY TO BE PROVIDED

3.1 Contract Demand

Suriname will purchase all available Energy produced at the Afobaka Hydroelectric Works

prior to securing energy from alternatives sources.

Throughout the Term, Suriname will notify and update Suralco as to Suriname’s demand for

Energy and Suralco will make reasonable efforts to operate the Afobaka Hydroelectric Works

to meet Suriname’s demand ("Contract Demand").

3.2 Contract Energy

As of the date of the Framework Agreement, Suralco will make best efforts to deliver on

average 80 MW of power each hour, during the Term.

DRAFT


22 August, 2018


3.3 Energy Dispatch

Suralco and Suriname will work together, in accordance with prudent utility practices, to

deliver and transmit the Energy to Suriname.

3.4 Delivery Points

For the purpose of this Suriname Power Purchase Agreement, Energy shall be deemed to be

offered and delivered when Suralco is able to supply Energy and transmit it to its designated

points of interconnection as described in Schedule 1 ("Delivery Point").

3.5 Relocation of Delivery Points, Transformers and Other Facilities

Suralco and Suriname shall cooperate in any relocation of the Delivery Point as reasonably

needed. The costs of any such relocation or installation shall be the responsibility of Suriname.

3.6 Metering

The Energy consumption of Suriname will be metered at the Delivery Point(s) using Suralco's

meters in accordance with prudent utility practices. Suralco and Suriname shall cooperate in

any relocation of metering as reasonably needed.

4 ENERGY RATES, AND OTHER CHARGES

Energy will be sold to Suriname at rates provided in Schedule 2 attached hereto ("Rate").

5 BILLING

5.1 Invoices

Suralco will invoice Suriname on or before the twentieth (20th) calendar day of the month for

Energy consumed by Suriname in the previous month, calculated using the metering as

described in Clause 3.6.

5.2 Payment

Payment of invoices shall be due within thirty (30) days of the date of the relevant invoice.

Payment of invoices shall be in USD and paid as directed on relevant invoice.

5.3 Taxes

The provisions of the Brokopondo Agreement and ancillary documentation thereto shall

continue to apply with respect to any taxes applicable to the delivery by Suralco of Energy

and the other services as set forth in this Suriname Power Purchase Agreement, for which

purpose the relevant provisions of the Brokopondo Agreement and ancillary documentation

are deemed to be incorporated in this Suriname Power Purchase Agreement.

6 LIMITATION OF LIABILITY

If any conditions cause the Afobaka Hydroelectric Works power generating units to deliver

Energy below the contract energy set forth in Clause 3.2, Suralco shall notify Suriname, in

writing, as soon as reasonably practicable. Suralco makes no representations or warranties

regarding the sale, delivery or availability of Energy, whether express or implied. After

Energy has been delivered in accordance with the terms herein, Suralco will not be

responsible for any damage or injury caused by the Energy.

DRAFT


22 August, 2018


7 TERM AND TERMINATION OF SERVICE

7.1 Term

This Suriname Power Purchase Agreement shall commence on the date of the Framework

Agreement and continue until the Transfer (the "Term"), unless otherwise terminated in

accordance with the terms contained herein.

7.2 Transfer Date

Notwithstanding Clause 7.1, if the Transfer has not occurred on the Transfer Date, pursuant to

the Afobaka Hydroelectric Works Transfer and Execution Agreement, then this Suriname

Power Purchase Agreement will continue in full force and effect until the earlier of: (i) the

occurrence of the Transfer; or (ii) this Suriname Power Purchase Agreement is terminated in

accordance with Clause 7.3.

7.3 Termination for Breach

Either Party may terminate this Suriname Power Purchase Agreement in the event the other

Party materially breaches or defaults in the performance of any of its material obligations

hereunder, and such default shall have continued for thirty (30) days after written notice

thereof. Any termination shall become effective at the end of such thirty (30) day period

unless the breaching Party has cured any such breach or default prior to the expiration of the

thirty (30) day period.

8 MISCELLANEOUS

8.1 Language

A Dutch translation of this Suriname Power Purchase Agreement has been provided. In the

event of a conflict between the English version and the Dutch version of this Suriname Power

Purchase Agreement, the English version shall prevail.


Parties hereby agree that if and to the extent that this Suriname Power Purchase Agreement

conflicts with the provisions of the Framework Agreement, the Framework Agreement shall

prevail. The Parties shall ensure that at the first request of any Party, each Party shall take all

further steps as necessary or required to amend the provisions of this Suriname Power

Purchase Agreement to ensure that the provisions of the Framework Agreement shall prevail.


Clause 9 of the Framework Agreement shall apply mutatis mutandis to this Suriname Power

Purchase Agreement.

[Signature page to follow.] DRAFT


22 August, 2018

Suriname Power Purchase Agreement Signature Page Agreed form final draft of 22 August, 2018

IN WITNESS WHEREOF, this Suriname Power Purchase Agreement has been duly executed and



By:

Name

Title


By:

Name

Title

DRAFT


22 August, 2018

Suriname Power Purchase Agreement Schedule 1 Agreed form final draft of 22 August, 2018


Delivery Points

Switchyard Paranam

Switchyard Afobaka

Switchyard IAM GOLD

DRAFT


22 August, 2018

Suriname Power Purchase Agreement Schedule 2 Agreed form final draft of 22 August, 2018


Rate

Monthly Delivered Rate Schedule

(A) First block

Volume:

Up to 80MW multiplied by number of hours in a month

Price 2017: $53.15 US$/Mwh

Price 2018: $56.55 US$/Mwh

Price 2019: $59.95 US$/Mwh

(B) Second block

Volume: Actual delivered monthly volume minus (A)

Price: $49.00 US$/Mwh

(C) Original management fee

Volume: (A) + B)

Price: $2.00 US$/Mwh

(D) Additional management fee

Monthly: $100,000

If this Suriname Power Purchase Agreement continues beyond December 31, 2019 in accordance with

Section 7.2, the Rates (with the exception of item D above) will be increased by 2.5% each year for

US inflation starting January 1, 2020.

DRAFT


22 August, 2018

Framework Agreement Annex E Agreed form final draft of 22 August, 2018

Annex E

Form of Transition Services Agreement


DRAFT


22 August, 2018

D R A F T

TRANSITION SERVICES AGREEMENT

BY AND AMONG


AND


[DATE], 2018

DRAFT

TABLE OF CONTENTS

Page

Transition Services Agreement

-i- Agreed form final draft of 22 August, 2018

1 REFERENCES ......................................................................................................................... 1

2. SERVICES ................................................................................................................................ 3

3. FEES ......................................................................................................................................... 3

4. TAXES ...................................................................................................................................... 3

5. PAYMENT ............................................................................................................................... 4

6. TERM ....................................................................................................................................... 4

7. TERMINATION ....................................................................................................................... 4

8. LIMITATION ON SERVICES ................................................................................................ 5

9. PROCEDURES ........................................................................................................................ 6

10. FORCE MAJEURE EVENT .................................................................................................... 6

11. THIRD PARTY LICENSES ..................................................................................................... 7

12. COMPLIANCE WITH DATA PRIVACY REGULATIONS .................................................. 7

13. SUPPORT BY SURINAME ..................................................................................................... 8

14. DISCLAIMER OF WARRANTIES ......................................................................................... 8

15. LIMITATION OF LIABILITY ................................................................................................ 8

16. ADDITIONAL SECURITY ..................................................................................................... 8

17. INDEMNITIES ......................................................................................................................... 9

18. SUBROGATION ...................................................................................................................... 9

19. CONFIDENTIALITY............................................................................................................... 9

20. SURALCO'S DATA SYSTEMS ............................................................................................ 10

21. MISCELLANEOUS ............................................................................................................... 10

SCHEDULES TO THE TRANSITION SERVICES AGREEMENT

Schedule 1 – Clause 2.1 Support Services

Schedule 2 – Clause 9 Suralco's Computer Use Policy / Corporate Policy on acceptable

computer use

DRAFT


22 August, 2018

Transition Services Agreement Page 1 of 11 Agreed form final draft of 22 August, 2018

THIS TRANSITION SERVICES AGREEMENT, is entered into as of [date] 2018 (collectively,

with the Schedules hereto, the "TSA"),

BY AND BETWEEN:


("Suriname"); and


under the laws of the State of Delaware, United States of America, with its business address at

Van 't Hogerhuysstraat 13, Paramaribo, Suriname ("Suralco"),



WHEREAS:

(A) The Parties are entering into this TSA in connection with that certain Framework Agreement,

dated [date] (the "Framework Agreement"). The Framework Agreement, relates to, among

other things, the transfer of the Afobaka Hydroelectric Works and the interim arrangements

for the period between the date of the Framework Agreement and the Transfer Date.

(B) The Framework Agreement contemplates that Suralco and Suriname shall enter into a

transition services agreement on the Transfer Date in order to facilitate Suriname's takeover

and continuing operating of the Afobaka Hydroelectric Works. In this respect, Suralco will, as

indicated in this TSA, provide transition services for a minimum of six (6) months and a

maximum of one (1) year following the Transfer.

(C) Prior to the date hereof, Suriname has provided to Suralco a letter of credit, bank guarantee,

or any other security, in each case acceptable to Suralco at its sole discretion, securing any

and all payment obligations from Suriname towards Suralco under this TSA (the "Payment

Security").




1. REFERENCES

1.1 Definitions


"Afobaka Hydroelectric Works Transfer and Execution Agreement" means the Afobaka

Hydroelectric Works Transfer and Execution Agreement, dated [date], by and among

Suriname and Suralco;

"Confidential Information" has the meaning set forth in Clause 19 of this TSA;

"Consent" has the meaning set forth in Clause 8 of this TSA;

"Fee" has the meaning set forth in Clause 3 of this TSA;

DRAFT


22 August, 2018

Transition Services Agreement 2 of 10 Agreed form final draft of 22 August, 2018

"Force Majeure Event" has the meaning set forth in Clause 10 of this TSA;

"Framework Agreement" has the meaning set forth in the preamble to this TSA;

"Parties" has the meaning set forth in the preamble to this TSA;

"Payment Security" has the meaning set forth in Recital (C);






"Service Term" has the meaning set forth in Clause 6 of this TSA;

"Support Service" has the meaning set forth in Clause 2 of this TSA;

"Suralco" has the meaning set forth in the preamble to this TSA;

"Suriname" has the meaning set forth in the preamble to this TSA;

"Term" has the meaning set forth in Clause 6 of this TSA;

"Third Party" means a Person who is not a Party;

"Third Party Support Services" has the meaning set forth in Clause 2 of this TSA;

"Third Party Suralco" has the meaning set forth in Clause 2 of this TSA;

"Transfer" has the meaning set forth in Clause 2.1 of the Framework Agreement;

"Transfer Date" has the meaning set forth in Clause 2.3 of the Framework Agreement;

"TSA" has the meaning set forth in the preamble to this TSA; and


1.2 Capitalized terms

Capitalized terms used in this TSA (including in the preamble to this Agreement and Recitals

above), that are not set forth in Clause 1.1 shall have the meaning set forth in the Framework

Agreement.

1.3 Rules of construction


mutatis mutandis to this TSA.

DRAFT


22 August, 2018


2. SERVICES

2.1 Support Service

Suralco will supply, and Suriname will purchase for the benefit of itself and its Affiliates

engaged in the operation of the Afobaka Hydroelectric Works, one or more of the packages of

services listed in Schedule 1, such packages only to be purchased in full, and any additional

services agreed to in writing by the Parties (each a "Support Service") on the terms and

conditions set forth herein.

2.2 Support Service specification

Each Support Service specification sets forth the maximum time period for each Support

Service. Any Support Service requiring Third Party consent is contingent on obtaining such

consent from such Third Party, provided however, that Suralco shall use best efforts to obtain

such consents from all such parties. Suralco agrees to provide or cause to be provided to

Suriname the Support Services in accordance with the terms of this TSA and subject to any

conditions specified in the applicable Support Service specification.

2.3 Third Party Support Services

Suralco reserves the right to change the location from which Support Services are provided

(but only to the extent that a change in such location shall not materially and adversely impact

the Afobaka Hydroelectric Works' use of such Support Services), the individuals providing

the Support Services, or to contract out the provision of the Support Services, provided,

however, that (i) Suralco shall remain liable to Suriname in accordance with Clause 8 of this

TSA for the performance of the Support Services so contracted out ("Third Party Support

Services") and for any acts or omissions of the Third Party to whom such Third Party Support

Services are contracted out (a "Third Party Suralco") in connection with the provision of

Third Party Support Services, and (ii) such Third Party Support Services shall be provided to

Suriname to a level consistent in all material respects with the same levels of quality and

efficiency as such Third Party Support Services were provided by Suralco or its Affiliates

prior to the Transfer or transition to a Third Party, as applicable during the Term of this TSA.

Suralco will notify Suriname in writing 30 days in advance of any such changes. In addition,

Suralco shall cooperate with Suriname, at Suriname's expense and request, in transferring any

Support Service to Suriname or an alternate Third Party Suralco on or prior to the end of the

Term. For the avoidance of doubt, all transfer fees, consent fees, and transition fees will be

paid by Suriname, provided that Suralco shall not incur any such fees without the prior

written consent of Suriname.

3. FEES

The fee methodology for each Support Service is set forth in each Support Service

specification ("Fees").

4. TAXES

Suriname is responsible for, and will pay any and all, applicable sales, use, value added,

goods and services or other similar taxes, which may now or later be imposed upon the

purchase and sale or use of the Support Services provided pursuant to this TSA.

Notwithstanding anything to the contrary herein, Suralco will be responsible for its own

DRAFT


22 August, 2018


income, franchise or gross receipts taxes and taxes based upon gross revenues, including, but

not limited to, business and occupation taxes.

5. PAYMENT

5.1 Payments Support Service

Suriname will pay for each Support Service incurred by it in accordance with the terms hereof,

including the requirements set out in each Support Service specification. Suralco will invoice

Suriname in USD on a monthly basis (except if specified differently in such Support Service

specification) for Fees related to such Support Service provided by Suralco during the prior

month. Suriname will pay all invoices related to the Support Services provided in this TSA

within fifteen (15) days of receipt of each invoice. Suralco reserves the right to terminate this

TSA if Suriname defaults on its payment obligations hereunder and fails to cure such default

within fifteen (15) Business Days after receipt of Notice from Suralco.

5.2 Payments in USD

Any and all payments by Suriname to Suralco and/or an Affiliate under this TSA shall be

made in USD by wire transfer of immediately available funds to the account or accounts in

the United States as designated by Suralco.

6. TERM

This TSA commences on the Transfer Date and will remain in effect through the date that is

at least six months but no more than twelve (12) months after the Transfer Date (the "Term").

Notwithstanding the foregoing, each Support Service specification sets forth the length of

time that Suralco is required to provide each Support Service to Suriname (each a "Service

Term"), and Suralco's obligation to provide such Support Service shall expire on the earlier

of the end of each Service Term or the end of the Term, provided, however, that, if Suriname

is not, despite using its best efforts, able to transition a Support Service on or prior to the

conclusion of the applicable Service Term or the Term, Parties will enter into good faith

negotiations to extend the relevant Service Term or the Term.

7. TERMINATION

7.1 Termination by Suriname

Subject to Clauses 7.2 and 7.3, Suriname may terminate any Support Service at any time upon

thirty (30) days Notice to Suralco or such other Notice period as set forth in each Support

Service specification for a particular Support Service, whichever is longer. Promptly

following such termination, Suriname will pay Suralco the actual Fees for such terminated

Support Service up until the date of termination. Upon the termination of any Support

Services (including without limitation expiration of the Term or a Service Term), Suriname

will return to Suralco, as soon as practicable, all equipment or other property of Suralco

relating to such Support Service that is owned or leased by Suralco. Suralco and Suriname

each acknowledge that Suralco is providing the Support Services on a transition basis for such

time (not to exceed the Term) as is required for the completion of such Support Services or

the transfer of such Support Services to Suriname or a Third Party.

DRAFT


22 August, 2018


7.2 Termination for Breach

If either Party breaches any of the material terms of this TSA in any material respect or fails

to perform in any material respect any of its obligations under this TSA, the non-breaching

party may give the breaching Party Notice of such breach and, if the breaching Party fails to

cure such breach within thirty (30) days of receipt of such Notice, the non-breaching Party

may terminate this TSA as to any or all of the Support Services.

7.3 Termination Without Prior Notice

Either Party may immediately terminate this TSA by Notice to the other Party, subject to

applicable Law, (i) if the other Party files a bankruptcy or insolvency procedure; (ii) in the

event that the other Party shall make an assignment for the benefit of creditors; or (iii) in the

event that a petition shall have been filed against the other party under bankruptcy law, a

corporate reorganization law or any other law for relief of debtors (or other law similar in

purpose or effect), which the Party subject to such petition does not respond to and denies

pursuant to the Laws and procedures of the court in which such petition is filed.

8. LIMITATION ON SERVICES

8.1 Third Party Consent

Suralco is excused from performing a particular Support Service under this TSA if a Third

Party consent or approval (each, a "Consent") is required to provide such Support Service

and such Third Party does not grant the required Consent after both parties hereto use their

respective best efforts to obtain and maintain in effect such Consent for the duration of the

Service Term with respect to which such Consent is required; provided that Suralco shall, if

directed by Suriname, use commercially reasonable efforts to enter into alternative

arrangements necessary to provide such Support Service at Suriname's sole cost and expense

(but shall not incur any fees or expenses with respect to entering into such alternative

arrangements without the prior written consent of Suriname, such consent not to be

unreasonably withheld, delayed or conditioned).

8.2 Costs

In providing the Support Services, Suralco is not obligated to pay any costs related to the

transfer or conversion of Suriname's data to Suriname or any alternate supplier of Support

Services. Suralco has no responsibility to verify the correctness of any information given to it

by or on behalf of Suriname for the purpose of providing the Support Services.

8.3 Quality of Support Services

Suralco shall provide the Support Services to a level consistent in all material respects with

the same levels of quality and efficiency of Support Services as such Services were provided

to the Afobaka Hydroelectric Works by Suralco or its Affiliates in the 12 month period prior

to the Transfer Date.

8.4 No Further Obligations

Subject to Clause 6, at the conclusion of each Service Term, Suralco will have no further

obligation to furnish the applicable Support Service to Suriname and will have no obligation

DRAFT


22 August, 2018


to maintain the capability to furnish the Support Service to Suriname. Upon the termination of

a Support Service, it is Suriname's sole responsibility to arrange for another provider to

furnish the Support Service to Suriname that was previously provided by Suralco.

8.5 Insurance

From the Transfer Date: (i) Suriname shall procure that adequate insurance coverage for the

Afobaka Hydroelectric Works Assets, the Afobaka Hydroelectric Works Employees (as

defined in the Transfer Agreement) and the operations of the Afobaka Hydroelectric Works

shall be in place; and (ii) Suriname acknowledges and agrees that Suralco will terminate any

existing insurances in connection with the Afobaka Hydroelectric Works Assets, the Afobaka

Hydroelectric Works Employees and the operations of the Afobaka Hydroelectric Works

from the Transfer Date and will have no further obligation to provide such insurance coverage

8.6 Security

From the Transfer Date, Suriname shall procure that all reasonable measures will be taken to

safeguard the (personal) security and safety of the Afobaka Hydroelectric Works Assets and

all of the Afobaka Hydroelectric Works Employees, visitors and contractors, whilst within or

situated on the premises of the Afobaka Hydroelectric Works and Suriname will ensure that

all other security measures as may reasonably be required will be implemented in the future.

9. PROCEDURES

Suriname and all of Suriname's users of the Support Services must comply in all material

respects at all times with this TSA and with Suralco's Computer Use Policy as set forth in

Schedule 2. During the Term of this TSA, Suriname shall adhere to, adopt and comply in all

material respects with all operational procedures and policies consistent with the practices of

Suralco in effect as of the Transfer Date, including but not limited to general IT policies and

procedures, cyber security and compliance policies and procedures, and operational

procedures including but not limited to cyber vulnerability, patch management, network and

data privileges, cyber incident identification and escalation, change management, and user

behaviour. Failure to comply in any material respect with Suralco's Computer Use Policy

and/or the procedures in effect as of the Transfer Date shall be grounds for termination of the

applicable Support Services (subject to Suralco providing Suriname with Notice of and

opportunity to cure such breach as set forth in Clause 7.2). Suralco will provide Suriname

with the same Notice of any new or changes to operational policies, procedures, or

enhancements that it provides to its other business units. Suriname will comply with all

requirements of such new or changed policies, procedures, or enhancements after it receives

Notice thereof. Failure to comply in all material respects with such new or changed policies,

procedures, or enhancements shall be grounds for termination of the applicable Services in

accordance with Clause 7.2 (subject to Suralco providing Suriname with Notice of and

opportunity to cure such breach as set forth in Clause 7.2). Suriname will continue to provide

access and data necessary for Suralco to provide Support Services to Suriname consistent

with the manner and format in which such access and data was provided to Suralco and its

Affiliates immediately prior to the Transfer Date. Suriname shall be responsible for any costs

associated with its compliance with this Clause 9. DRAFT


22 August, 2018


10. FORCE MAJEURE EVENT

"Force Majeure Event" means any event or circumstance or combination of events or

circumstances beyond the reasonable control of Suralco that directly results in or causes a

material failure or material delay by Suralco's fulfillment wholly or in part of any of its

obligations under this TSA, which circumstances cannot be overcome by the exercise of

commercially reasonable efforts by Suralco. Without limiting the generality of the foregoing,

Force Majeure Event includes the following events and circumstances to the extent that they

satisfy the above requirements: riots, wars (declared or undeclared), insurrections, sabotage,

rebellions, terrorist acts, civil disturbances, embargoes, blockages, acts of God, lightning,

earthquakes, floods, storms, hurricanes, freezes, cyclones, tidal waves, tornadoes, unusual

weather conditions, epidemics, plagues, explosions, chemical contaminations, fires, major

equipment failures, strikes, lockouts, go-slows, shortages of raw materials, a change in law,

and interruptions of fuel supply, power, water, utilities, wastewater disposal or product

distribution. Suralco will have no liability to Suriname for its failure to provide the affected

Support Service during the time when the provision of all or a portion of such Support

Service by Suralco is prevented, hindered, delayed or rendered impracticable due to a Force

Majeure Event; provided that Suralco shall use commercially reasonable efforts to minimize

to the extent practicable the effect of such Force Majeure Event. During any Force Majeure

Event, Suralco shall continue to provide other Support Services not impacted by the Force

Majeure Event. Suralco will promptly give Notice of any Force Majeure Event to Suriname

and will indicate in such Notice the effect of such event on Suralco's ability to perform

hereunder and the anticipated duration of such event. To the extent that Suralco declares a

Force Majeure Event to excuse any of its obligations hereunder, Suriname shall have the right

to toll the Term and the term of any individual Support Service affected by such Force

Majeure Event by the period during which Suralco remains subject to the Force Majeure

Event. If suspension of Suralco's performance continues for more than three (3) consecutive

months as a result of a Force Majeure Event, Suriname may terminate this TSA by giving

Notice to Suralco, pursuant to Clause 9 of the Framework Agreement.

11. THIRD PARTY LICENSES

Suriname and Suralco will use their respective best efforts to obtain all supplemental licenses

necessary for Suralco to provide Support Services to Suriname; provided, that Suralco shall

have no obligation to pay any licensing or other consent fees in connection therewith unless

Suriname agrees to reimburse Suralco for such fees. Suralco shall notify Suriname of such

fees and Suriname may, at its sole discretion, pay all required fees to obtain such required

licenses and, if Suriname chooses not to pay such fees, then Suralco may, at Suralco's sole

discretion, discontinue or otherwise elect not to provide the applicable Support Service.

12. COMPLIANCE WITH DATA PRIVACY REGULATIONS

Except with respect to Suralco's use and handling of any and all of personal data (i) of

Suriname's employees and any other data subjects provided by Suriname and (ii) of its own

employees engaged in providing the Support Services, Suriname is solely responsible for

complying with any and all data privacy regulations relevant to the provision of Support

Services under this TSA. Suriname is solely responsible for obtaining any and all required

data subject to consents for Suralco's use and handling of any and all personal data of

Suriname's employees and any other data subjects provided by Suriname to Suralco to

perform the Support Services under this TSA, including but not limited to payroll processing

and other HR processes and services. Suriname shall be responsible for complying with any

DRAFT


22 August, 2018


and all applicable data privacy regulations relevant to its use and handling of any and all

Suriname employee personal data and that of any other data subjects provided by Suriname.

13. SUPPORT BY SURINAME

13.1 Responsibility

Suriname is responsible for providing all consumables required for the Support Services

(including but not limited to office supplies, computers, office equipment, copy and fax

machines and the like and, unless otherwise specified on an applicable Support Services

Schedule, computer software) that are used on Suriname's premises by Suriname's employees

or by Suralco's employees. Suriname is responsible for security of all equipment in its

possession, whether owned by Suriname or Suralco.

13.2 Costs

Suriname will bear all costs of preparing the Afobaka Hydroelectric Works to operate

independently from an information technology perspective following the Transfer.

13.3 Upgrades

Suriname acknowledges that from time to time Suralco may need to institute certain upgrades

across its systems, including but not limited to operating systems, security tools, testing and

compliance systems. Suriname will participate in and facilitate such upgrades in keeping with

the required upgrade schedule indicated by Suralco to Suriname at least five (5) Business

Days in advance of such upgrade.

14. DISCLAIMER OF WARRANTIES

Suralco makes no representation or warranty whatsoever, express or implied as to the quality

or condition or merchantability or fitness for a particular purpose of the Support Services to

be provided under this TSA. Suralco does not warrant that the systems contemplated to be

used to provide services under this TSA will be uninterrupted or error free, or that all errors

will be corrected. Suralco shall not be responsible for problems caused by failures of systems.

15. LIMITATION OF LIABILITY

Notwithstanding any provision in this TSA and/or the Schedules hereto or the Framework

Agreement and/or the Schedules and Annexes thereto to the contrary, except to the extent

caused by Suralco's fraud, gross negligence or wilful misconduct, Suralco or Suralco's

Affiliates will under no circumstances be liable for any incidental, indirect, special,

exemplary, punitive or consequential damages (including lost profits or lost revenues), except

to the extent awarded in any third-party claim, of Suriname, its successors, assigns or

affiliates, as a result of, in connection with, or arising out of this TSA or the Support Services

provided under this TSA, regardless of whether such liability arises in tort, contract, breach of

warranty, indemnification or otherwise and whether due to the sole, joint or concurrent

negligence of Suralco or its Affiliates. In any event, Suralco's liability under this TSA will not

exceed the aggregate fees paid under this TSA.

DRAFT


22 August, 2018


16. ADDITIONAL SECURITY

Suriname shall procure that at all times the Payment Security shall remain sufficient in order

to secure its payment obligations under this TSA. In the event that the Payment Security is no

longer (expected to be) sufficient, Suriname shall, without any undue delay and at its own

cost and expense and in any event at the first request of Suralco, provide for additional

Payment Security acceptable by Suralco at its sole discretion, securing any and all payment

obligations from Suriname towards Suralco under this TSA.

17. INDEMNITIES

Suriname will, subject to Clause 15, indemnify, defend and hold harmless Suralco and its

Affiliates, directors, officers, shareholders, employees and agents from and against any and all

losses arising from or relating to any Person's conduct in connection with the provision of

Support Services to Suriname under this TSA, provided that such losses are not caused by

Suralco's gross negligence or wilful misconduct.

18. SUBROGATION

In the event Suralco may be liable hereunder as a result of the performance of Support

Services by a Third Party contractor on its behalf, Suriname shall be subrogated to all such

rights, if any, as Suralco may have against such Third Party contractor with respect to such

Support Services, subject to Suralco being released from said liability.

19. CONFIDENTIALITY

For a period of three (3) years following expiration or termination of this TSA, Suriname and

Suralco will maintain as confidential and not disclose to any Third Party any Confidential

Information provided by the other in the performance of this TSA, except that either party

may disclose Confidential Information to such Party's controlled Affiliates, agents and

employees who are instructed to maintain the confidentiality of the Confidential Information.

Confidential Information includes all processes, know-how, methods, software (including

source and object code), drawings, data, reports, plans, documents, business secrets and

confidential information of any kind written or unwritten pertaining to the business of Suralco

or Suriname, as applicable, which is non-public ("Confidential Information"). Confidential

Information does not include information that:

(a) can be demonstrated to have been in the receiving Party's possession prior to receipt

from the disclosing Party;

(b) is or becomes generally available to the public without breach of this TSA;

(c) is required to be disclosed by applicable Law or any Governmental Entity (provided

that in the case of any such disclosure, the disclosing Party shall, to the extent legally

permissible, notify the other Party of such disclosure and use commercially

reasonable efforts to prevent or limit such disclosure);

(d) becomes available to the receiving party from a Third Party which has the legal right

to disclose such information; or

(e) can be shown to have been developed by the receiving party independent of

disclosures under this TSA.

DRAFT


22 August, 2018


Upon thirty (30) days written request of the disclosing party, the receiving party will, at its

option, return all copies of Confidential Information to the disclosing party or certify

destruction of the Confidential Information to the disclosing party. This Clause 19 shall

survive the termination of this TSA.

20. SURALCO'S DATA SYSTEMS

Suralco's data systems, procedures and related materials provided to Suriname are for

Suriname's internal use only and only as related to the Support Services of any of the

underlying data systems used to provide the Support Services. Title to all data systems used in

performing the Support Services provided hereunder will remain with Suralco or Suralco's

Third Party vendors, as applicable, including all data systems, procedures and related

materials created in the execution of the Support Services. Suriname will not intentionally

copy, modify, reverse engineer, decompile or in any way alter data systems without Suralco's

express written consent, which consent may be delayed, conditioned or withheld in Suralco's

sole discretion.

21. MISCELLANEOUS


Parties hereby agree that if and to the extent that this TSA conflicts with the provisions of the

Framework Agreement, the Framework Agreement shall prevail. The Parties shall ensure that

at the first request of any Party, each Party shall take all further steps as necessary or required

to amend the provisions of this TSA to ensure that the provisions of the Framework

Agreement shall prevail.

21.2 Language

A Dutch translation of this TSA has been provided. In the event of a conflict between the

English version and the Dutch version of this TSA, the English version shall prevail.


Clause 9 of the Framework Agreement shall apply mutatis mutandis to this TSA.

[Signature page to follow.] DRAFT


22 August, 2018

Transition Services Agreement Signature Page Agreed form final draft of 22 August, 2018

IN WITNESS WHEREOF, this TSA has been duly executed and delivered as of the date first above

written.


By:

Name

Title


By:

Name

Title

DRAFT


22 August, 2018

Transition Services Agreement Schedule 1 Agreed form final draft of 22 August, 2018


Support Services

The table below sets forth the potential services that Suralco is willing to provide and the estimated

monthly cost associated with each.

Function Topic Services Cost

($USD/month)

Global Shared

Services (GSS)

Financial

Accounting

Services

General Ledger – Reporting, System

Maintenance and Closing

General Accounting - Journal Entries

General Accounting – Account

Reconciliations

Accounts Receivables – Process daily

revenue files and cash application

Property Accounting - Fixed Asset

Register, Depreciation Expense

Reporting and Project Accounting

Accounts Payable (RtP or Req to Pay)

Audit and Compliance Documentation

T&E accounting

Oracle Functional Support

$5,500

IT & Automation

Solutions

(ITAS)

ITAS Enterprise

Services

Telecommunications (excluding WAN

charges)

Computer services, use and technical

support from the Regional Data Center

Base Infrastructure Services

Assistance with Software License

Transfers

Access to and continued support for

Application Software

Location specific applications in scope

for use but support is out of scope for

transition services

Service from Alcoa Remote ISD

Resources

Assistance with systems / Data

Migration

$90,300

ITAS Regional

Service Delivery

IT Services – Business Systems

Access to and continued support for

Application Software

$25,200

Alumina &

Bauxite

Automation

Solutions

Technical support for monitoring and

data acquisition at Suralco refinery

switchyard

$10,500

Finance Alcoa Hyperion

Global Financial

Reporting &

Analytics, and

Global

Forecasting

Hyperion Global Analytics (GL_Hist) –

Financial Reporting

Hyperion Global Planning

$10,000

DRAFT


22 August, 2018


Function Topic Services Cost

($USD/month)

System (FAST)

Procurement Procurement

Services

Procurement Operations

Commodity Management

Central Support –

Finance/COE/PSC/Other

$10,000

Environmental,

Health, & Safety

(EH&S)

Environmental,

Health and

Safety Services

EHS Expert Consulting Service

Distributed Consulting Services

EHS Information Management Systems

$2,000

Trade

Compliance

Trade

Compliance Export compliance activities are

provided only as long as Alcoa (AWA) is

the buyer of record for goods being

exported.

Export Processing and Compliance

Export Licensing Applications and

Management

Freight Forwarder / Broker Management

Regulatory Compliance

Compliance Administration

$3,000

Total monthly $156,500

DRAFT


22 August, 2018



Suralco's Computer Use Policy Corporate Policy on acceptable computer use

BACKGROUND:

This policy describes acceptable use of Suraclo's computers systems and electronic information, including computer software and hardware, email, network connections, Internet access, and related technologies. Employees and other persons who use these systems or access or store information on Company devices do not have an expectation of privacy, except as required by law. Suralco's computer systems and the information stored in them are the property of the Company.

This Policy applies worldwide to Suralco and all of its subsidiaries, affiliates, partnerships, ventures and other business associations that are effectively controlled by Suralco, directly or indirectly ("the Company").

Violations of this policy must be reported to Human Resources, Corporate Ethics and Compliance, or Corporate Information Security and Compliance.

POLICY:

It is the policy of the Company to protect its computer systems and electronic information from unauthorized access, use, modification, copying, disclosure, or destruction. Use may be recorded and reviewed to address Company risk, consistent with applicable legal requirements. Employees and other persons who violate this policy may be subject to disciplinary action up to and including termination, as well as civil and criminal penalties. Employees who oversee third parties performing services for the Company are responsible for ensuring that those third parties are aware of this Policy.

Suralco's networks and computer systems are intended primarily for activities that bring value to the business. Personal use must not interfere with Company work or business activities or processes. Personal use is prohibited where it is forbidden by law.

Unacceptable use includes, but is not limited to:

Any use that constitutes illegal activity

Unauthorized access to or use of networks, systems, or electronic information

Use that intentionally interferes with the ability of others to access or use computer systems,

networks, or electronic information

Sharing Company computer user accounts or other access permissions that have been

assigned for individual use

Disclosing information intended for use only within the Company

Circumventing or disabling a computer system's security settings

Using computer systems for personal gain or gain of a Third Party

Installing or using computer files or software that are not appropriately licensed

Accessing, viewing, storing, or transmitting sexually explicit content, or failing to

immediately delete such material upon receipt

Using computer systems for purposes inconsistent with Company values: for example, threats,

intimidation, bullying, discrimination, harassment, or hate.

DRAFT


22 August, 2018

D R A F T

BAKHUIS DEVELOPMENT PROGRAM AGREEMENT

BY AND AMONG


AND


22 August, 2018

DRAFT


22 August, 2018

Bakhuis Development Program 1 of 11 Agreed form final draft of 22 August, 2018

1. REFERENCES ......................................................................................................................... 2

2. ENGAGEMENT PERIOD ....................................................................................................... 4

3. SURALCO'S OBLIGATIONS ................................................................................................. 5

4. SURINAME'S OBLIGATIONS ............................................................................................... 5

5. FEE ........................................................................................................................................... 6

6. INTELLECTUAL PROPERTY RIGHTS ................................................................................ 6

7. CONFIDENTIALITY............................................................................................................... 7

8. WARRANTIES ........................................................................................................................ 8

9. LIMITATION OF LIABILITY ................................................................................................ 8

10. TERMINATION ....................................................................................................................... 9

11. FORCE MAJEURE .................................................................................................................. 9

12. MISCELLANEOUS ................................................................................................................. 9

16. GOVERNING LAW ............................................................................................................... 10

SCHEDULE TO THE BAKHUIS DEVELOPMENT PROGRAM AGREEMENT

Schedule 1 Statement of Work

Schedule 2 Bakhuis Concept Study Report Outline

DRAFT


22 August, 2018


THIS BAKHUIS DEVELOPMENT PROGRAM AGREEMENT, is entered into as of [date] 2018

(collectively, with the Schedules hereto, the "Bakhuis Agreement"),

BY AND AMONG:

(1) the Republic of Suriname, a sovereign state, represented by the Ministry of Natural Resources

("Suriname"); and

(2) Suriname Aluminum Company, L.L.C., a limited liability company organized under the laws

of the State of Delaware, United States of America ("Suralco"), a subsidiary of Alcoa World

Alumina L.L.C.

Suriname and Suralco are sometimes referred to herein as the "Parties" and each individually as a

"Party".

WHEREAS:

(A) The Parties are entering into this Bakhuis Agreement in connection with that certain



(i) the termination of the Brokopondo Agreement, and the incorporation of certain of its

provisions in this Framework Agreement and the Parties acknowledge that said

provisions shall have the same force of law as the Brokopondo Agreement prior to its

termination;

(ii) the transfer of the Afobaka Hydro Works Assets and the Afobaka Hydro Works

Liabilities and the interim arrangements for the period between the date of this

Framework Agreement and the Transfer Date;

(iii) the performance of certain environmental remediation, rehabilitation and


(iv) the termination of the mining concessions granted pursuant to the Brokopondo

Agreement, ancillary documents thereto and any other ‘concession’ documentation

and residual obligations in accordance with the terms of this Framework Agreement;

and

(v) the termination of the 1966 Agreement Concerning the Delivery of Electrical Energy


Purchase Agreement.

(B) The Parties hereby wish to set out their agreement on the terms and conditions of Suralco

preparing a study evaluating the development of bauxite resources in the Bakhuis region of

Suriname to feed an alumina refinery optimized for the characteristics of the bauxite

feedstock in accordance with the terms and conditions of this Bakhuis Agreement.




DRAFT


22 August, 2018


1. REFERENCES

1.1 Definitions



under common control with, such Party. The term 'control' as used in this definition shall mean

the legal, beneficial or equitable ownership, directly or indirectly, of more than 50% of the

aggregate of all voting equity interests in such entity;

"Bakhuis Agreement" has the meaning set forth in the preamble to this Bakhuis Agreement;

"Brokopondo Agreement" has the meaning set forth in Recital (A) of the Framework

Agreement;

"Concept Study Phase" means the period of the Engagement Period during which Suralco

will perform the Services, culminating in the delivery of the Study to Suriname, as more fully

set forth in Schedule 1;

"Confidential Information" means the Deliverables and any information in any form which

is of a confidential or proprietary nature disclosed by the Disclosing Party in any way pursuant

to the provision of the Services which:

(a) is marked as confidential;

(b) is identified as confidential at the time of disclosure and is confirmed in writing as

being confidential within fourteen (14) days of disclosure; or

(c) is by its nature confidential;

"Deliverables" means the Study, the Documents identified in Schedule 2 that are expected to

be produced during the Concept Study Phase, and such other products, presentations,

intelligence and materials developed by Suralco in relation to the Services in any form,

including data, reports and information communicated orally, that are delivered to Suriname;

"Disclosing Party" means a Party disclosing Confidential Information to the other Party;

"Document" means a drawing, map, plan, diagram, design, e-mail, picture or other image,

tape, disk or other device or record embodying information in any form;

"Engagement Period" has the meaning set forth in Clause 2;

"Framework Agreement" has the meaning set forth in Recital (A) of this Bakhuis

Agreement;

"Funding Development Phase" means the period of the Engagement Period during which

Suralco and Suriname undertake to solicit the interest of third Persons who may have an

interest in participating in a bauxite mining and/or alumina refining enterprise in Suriname;

"Intellectual Property Rights" means all patents, rights to inventions, utility models,

copyright and related rights, trademarks, service marks, trade, business and domain names,

rights in trade dress, rights in goodwill or to sue for passing off, unfair competition rights,

rights in designs, rights in computer software, database rights, topography rights, moral rights,

rights in confidential information (including know-how and trade secrets) and any other

intellectual property rights, in each case whether registered or unregistered and including all

DRAFT


22 August, 2018


applications for and renewals or extensions of such rights, and all similar or equivalent rights

or forms of protection in any part of the world;


and/or federal law), state, provincial or local law, regulation, rule, statute, ordinance, order,

decree, permit, administrative order or treaty, or any other legal requirement;

"Parties" has the meaning set forth in the Recitals;




"Pre-Existing Materials" means all Documents, information and materials provided by

Suralco relating to the Services which existed prior to the Transfer Date including, but not

limited to, data and reports;

"Receiving Party" means a Party to whom Confidential Information is disclosed by a

Disclosing Party;

"Representative" means any director, officer, employee, advisor, accountant or other agent of

the Party and/or Affiliates concerned;

"Services" means the work to be provided by Suralco under this Bakhuis Agreement as set out

in the Statement of Work, together with any other services which Suralco provides, or agrees

in writing to provide, to Suriname;

“Statement of Work” means the description of Services attached to this Bakhuis Agreement

as Schedule 1;

“Study” has the meaning set forth in Schedule 1;

"Suralco" has the meaning set forth in the preamble to this Bakhuis Agreement;

"Suralco's Manager" has the meaning set forth in Clause 3.2; and

"Suriname" has the meaning set forth in the preamble to this Bakhuis Agreement.


Capitalized terms used in this Bakhuis Agreement (including in the preamble to this Bakhuis

Agreement and Recitals above), that are not set forth in Clause 1.1 shall have the meaning set

forth in the Framework Agreement.


(a) Singular, plural and gender. Whenever the context requires, words in the singular shall

be held to include the plural and vice versa, and words of one gender shall be held to

include the other gender as the context requires.



and shall not affect or be utilized in construing or interpreting this Bakhuis

Agreement; and (ii) all references herein to the terms "Clause" and "Schedule" are

references to the Clauses and Schedules to this Bakhuis Agreement unless otherwise

specified.

DRAFT


22 August, 2018



import when used in this Bakhuis Agreement mean "including, without limitation"

unless otherwise specified; (ii) the words "hereof", "herein", "hereby", "hereto", and

derivative or similar words when used in this Bakhuis Agreement refer to this entire

Agreement, including the Schedules, and not to any particular provision of this

Bakhuis Agreement; (iii) the term "any" means "any and all"; (iv) the term "or" shall

not be exclusive and shall mean "and/or"; and (v) the word "extent" in the phrase "to

the extent" shall mean the degree to which a subject or other thing extends, and such

phrase shall not mean simply "if".


permitted assigns.



Government Authority that enacted or promulgated such Law or Laws has jurisdiction

over such Person, thing or matter; and (ii) unless otherwise expressly provided herein,

references to any statute, rule, regulation or form, including in the definition thereof,

shall be deemed to include references to such statute, rule, regulation or form as

amended, modified, supplemented or replaced from time to time, and in the case of



to such section.


which or following which any act is to be done or step taken pursuant to this Bakhuis

Agreement, the date that is referenced in the beginning or at the end of the calculation

of such period will be excluded (for example, if an action is to be taken within two (2)

days after a triggering event and such event occurs on a Tuesday, then the action must

be taken by Thursday or if any action is to be taken within or no later than two (2)

days before a target date and the target date is a Thursday, the action must be taken by

Tuesday); if the last day of any period referenced herein is a non-Business Day, the

period in question will end on the next succeeding Business Day.

(g) References to days and writing. References to "days" mean calendar days unless


in electronic form.

(h) Take all reasonable actions necessary. Whenever this Bakhuis Agreement refers to

"take all reasonable action necessary" or similar terms, this means that each relevant

Party shall grant powers of attorney, execute documents, take all (other) lawful steps

that are within its power and use all voting rights and other powers of control available

to it, including instructing its Representative(s), nominee(s) or designee(s), as the case

may be, on each board meeting and on any committee to take any and all reasonable

action within its power to procure the relevant matter.

2. ENGAGEMENT PERIOD

2.1 Force and effect

This Bakhuis Agreement shall only have full force and effect upon execution of the

Framework Agreement.

2.2 Performance of Services

DRAFT


22 August, 2018


Unless sooner terminated in accordance with Clause 10 of this Bakhuis Agreement, Suralco

will begin to carry out the Services set forth in the Statement of Work within six (6) months

following the execution of both the Framework Agreement and this Bakhuis Agreement, and

such Services will conclude upon the earlier of the following to occur:

(a) Suralco fulfilling the Services required to complete the Concept Study Phase

(including the delivery of the Study to Suriname) if either Suriname or Suralco

deciding not to move ahead with the Funding Development Phase;

(b) Suralco fulfilling the Services required to complete the Concept Study Phase

(including the delivery of the Study to Suriname) and Suriname and Suralco deciding

to move ahead with the Funding Development Phase and either Suriname or Suralco

during the Funding Development Phase decide not to move ahead with the Funding

Development Phase; or

(c) Suralco completing the Services included in the Funding Development Phase.

The period of time beginning with the commencement of Services until their completion or

earlier termination thereof is referred to herein as the "Engagement Period". Unless mutually

agreed otherwise by the Parties, and subject to Suralco’s complying with the terms of this

Bakhuis Agreement, Suralco's obligation to perform the Services will expire on the fifth (5th)

anniversary of the date of this Bakhuis Agreement.

3. SURALCO'S OBLIGATIONS

3.1 Suralco’s obligations

Suralco shall provide the Services and deliver the Deliverables to Suriname in accordance

with this Bakhuis Agreement.

3.2 Suralco’s Manager

Suralco shall appoint Suralco's Manager who shall have the authority to bind Suralco

contractually on all matters relating to the Services. Suralco shall use reasonable endeavors to

ensure that the same person acts as Suralco's Manager throughout the Engagement Period, but

may replace him or her from time to time where reasonably necessary in the interests of

Suralco's business, in which case Suralco shall promptly notify Suriname of the identity of the

new Suralco Manager.

4. SURINAME'S OBLIGATIONS

4.1 Suriname’s obligations

Suriname shall:

(a) co-operate with Suralco in all matters relating to the Services and Deliverables; and

(b) provide, in a timely manner, such access, permissions, material and information as

Suralco may reasonably request.

4.2 Project Team

After consultation with Suralco about the individuals who will be part of Suralco's project

team responsible for delivering the Study, Suriname may nominate up to two (2) individuals

with the experience, qualifications and skills required to hold positions on the project team.

DRAFT


22 August, 2018


Alcoa will have the right to reject a nominee put forward by Suriname if Suralco reasonably

determines that such nominee does not possess the necessary experience, qualifications or

skills required to perform a role on the project team, or can otherwise reasonably articulate a

concern about the nominee's being potentially disruptive to the project team. Alcoa will

compensate Suriname's approved nominees at a negotiated rate for actual work performed

unless any such nominee is collecting a salary from or is being paid by Suriname for work that

is part of the Services.

4.3 Investor Committee

If the Parties agree to proceed with the Funding Development Phase, Suriname will appoint

two representatives to serve on an investor committee at Suriname’s expense.

4.4 Use of Study and Deliverables

The Study and any other Deliverables produced by Suralco in the performance of the Services

are not marketing materials nor a bankable study with respect to the development of bauxite

resources or an alumina refinery. Suriname shall not encourage financial reliance by third

parties upon, nor invite investment from others based upon, the Study or any other

Deliverables. Suriname shall defend, indemnify, and hold harmless Suralco against any claims

made against Suralco based upon such encouragement or invitation. Suraclo neither owes, nor

accepts any duty or responsibility or liability to Suriname or any other party, whether in

contract, tort (including negligence) or otherwise and shall not be liable in respect of any loss,

damage or expense which is caused by Suriname or any other party's reliance upon the Study

or the Deliverables except, in each case, as Parties have agreed otherwise in writing. Whether

or not Suralco has given its consent, Suralco will not accept any liability or responsibility to

any third party who may gain access to the Study or the Deliverables.

5. FEE

The Services shall be provided at no cost to Suriname.

6. INTELLECTUAL PROPERTY RIGHTS

6.1 Licensing of Intellectual Property Rights

As between Suriname and Suralco, all Intellectual Property Rights and all other rights in the

Deliverables and the Pre-Existing Materials shall be owned by Suralco. Suralco licenses all

such rights to Suriname free of charge and on a nonexclusive, perpetual basis to enable

Suriname to use the Deliverables for its own purposes. Suriname may share Deliverables with

third parties, subject to the obligations set forth in Clause 4.4 and 7, for the purpose of

considering and advising Suriname and its Representatives about the development of bauxite

resources in the Bakhuis region or an alumina refinery. If this Bakhuis Agreement is

terminated for cause, this license shall be terminable by Suralco in its sole discretion.

6.2 Ownership of Intellectual Property Rights

In the event either Suriname or Suralco decide not to move ahead with the Funding

Development Phase, Suriname may use the Study and the information contained therein,

subject to the provisions of this Bakhuis Agreement. The ownership of all Intellectual Property

Rights, know-how and all other rights in the Deliverables and the Pre-Existing Materials shall

remain with Suralco.

DRAFT


22 August, 2018


7. CONFIDENTIALITY

7.1 Confidentiality

The Receiving Party undertakes to keep the Disclosing Party's Confidential Information

confidential and not to disclose it to any Third Party except as expressly permitted in

accordance with the terms and conditions of this Bakhuis Agreement and the Schedules

hereto.

7.2 Exempted information

The restrictions and obligations set out in this Clause 7 do not apply to information which the

Receiving Party is clearly able to demonstrate by documentary or other evidence:

(a) is or has become publicly available other than as a result of breach of this Bakhuis

Agreement by the Receiving Party;

(b) was received by the Receiving Party from a Third Party unless the Receiving Party

knew that the Third Party was under an obligation of confidentiality to the Disclosing

Party in relation to the information;

(c) was rightfully in its possession prior to disclosure to it by the Disclosing Party;

(d) was developed independently without access to, or use or knowledge of, the

Confidential Information; or

(e) was disclosed with the prior written consent of the Disclosing Party.

The restrictions and obligations set out in this Clause 7 will not apply to the final, complete

draft of the Study following its delivery to Suriname.

7.3 Exempted Parties

This Clause 7 does not prohibit disclosure of Confidential Information to:

(a) the Receiving Party's officials, representatives, directors, employees, contractors

and/or its Affiliates and any such Affiliate’s officials, representatives, directors,

employees, or contractors who need to know such information in relation to the

provision of the Services, provided that prior to a Receiving Party’s sharing any such

information it shall obtain from the Persons receiving the information an

acknowledgement of the confidential nature of the information and a commitment to

be bound by obligations of confidentiality at least as protective as those in this

Bakhuis Agreement;

(b) the Receiving Party's auditors/accountants and professional advisers who need to

know such information for bona fide business purposes, provided that they are bound

by obligations of confidentiality with respect to information shared with them by the

Receiving Party; or

(c) any other Person having a statutory or regulatory right to request and receive that

Confidential Information provided that, to the extent permitted by Law, the Receiving

Party gives the Disclosing Party prior notice of such disclosure if such notice is not

prohibited by Law in the circumstances.

7.4 Confidentiality other parties

DRAFT


22 August, 2018


Each Party will ensure that any person mentioned in Clause 7.3 to whom it has voluntarily

disclosed Confidential Information of the other Party is made aware, prior to the disclosure of

that Confidential Information, that it is confidential and that such person and the Receiving

Party owe a duty to the Disclosing Party to keep it confidential. The Receiving Party shall be

responsible for procuring that such person complies with the duty of confidentiality and use

imposed by the terms and conditions of this Bakhuis Agreement as if he were a party to this

Bakhuis Agreement and will be responsible for any unauthorized disclosure or use by such

person of the Confidential Information pursuant to the terms and conditions of this Bakhuis

Agreement. For the avoidance of doubt, this Clause 7.4 does not apply to disclosures by a

party pursuant to Clause 7.3(c).

7.5 Survival

This Clause 7 shall survive termination of this Bakhuis Agreement for any reason.

8. WARRANTIES

8.1 Suralco Warranties

Suralco warrants that:

(a) it has the right to enter into this Bakhuis Agreement, and to grant the rights granted

hereunder; and

(b) it will perform the Services with reasonable skill and care in a reasonably competent

and professional manner.

8.2 Suriname Warranty

Suriname warrants that it has the right to enter into this Bakhuis Agreement and to grant the

rights hereunder.

9. LIMITATION OF LIABILITY

9.1 Financial liability

This Clause 9 sets out the entire financial liability of Suralco (including any liability for the

acts or omissions of its Affiliates, members, managers, employees, Representatives, agents

and subcontractors) to Suriname in respect of:

(a) any breach of this Bakhuis Agreement;

(b) any use made by Suriname of the Services, the Deliverables or any part of them; and

(c) any representation, statement or tortious act or omission (including negligence) arising

under or in connection with this Bakhuis Agreement.

9.2 Exclusion of warranties by Law

All warranties, conditions and other terms implied by Law or common law are, to the fullest

extent permitted by Law, excluded from this Bakhuis Agreement.

9.3 Indirect damages

Subject to Clause 9.4, Suralco shall not be liable under or in connection with this Bakhuis

Agreement and/or the Deliverables for any loss of actual or anticipated income or profits, loss

DRAFT


22 August, 2018


of contracts, loss of business, loss of goods or for any special, indirect, incidental or

consequential damage howsoever arising and whether caused by tort (including negligence),

breach of contract or otherwise.

9.4 Exceptions

Nothing in this Clause limits or excludes the liability of Suralco:

(a) for death or personal injury resulting from gross negligence; and/or

(b) for any damage or liability incurred as a result of fraud or fraudulent

misrepresentation.

10. TERMINATION

10.1 Termination

Either Party may terminate this Bakhuis Agreement immediately by giving written notice to

the other if the other Party commits a material breach of any of the terms of this Bakhuis

Agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of

that Party being notified in writing of the breach.

10.2 Termination of Framework Agreement

Either Party may terminate this Bakhuis Agreement immediately by giving written notice to

the other Party in the event the Framework Agreement is terminated.

10.3 Survival

On termination of this Bakhuis Agreement for any reason, the accrued rights of the Parties as

at termination and the continuation of any provision expressly stated to survive or implicitly

surviving termination shall not be affected.

11. FORCE MAJEURE

A Party shall have no liability to the other Party if it is prevented from or delayed in

performing its obligations under this Bakhuis Agreement or from carrying on its business by

acts, events, omissions or accidents beyond its reasonable control, including strikes, lock-outs

or other industrial disputes (whether involving the workforce of Suralco, Suriname or any

other party), failure of a utility service or transport network, act of God, war, riot, malicious

damage, compliance with any Law, accident, breakdown of plant or machinery, fire, flood or

storm (a "Force Majeure Event"). A Party’s obligation to perform hereunder shall be

excused for the duration of the Force Majeure Event. A Party whose performance is impacted

by a Force Majeure Event shall provide the other Party hereto prompt notice of such event,

and shall provide the other Party regular updates of the continuation or cessation of the events

interfering with the impacted Party’s performance hereunder. Should the Force Majeure Event

continue for longer than six (6) months (or such other period as the Parties may have expressly

agreed in writing), either Party shall have the option of terminating this Bakhuis Agreement

immediately without further liability other than such liabilities as have already accrued up to

the effective date of termination.

12. MISCELLANEOUS

12.1 No partnership or agency

DRAFT


22 August, 2018


Nothing in this Bakhuis Agreement is intended to, or shall operate to, create a partnership

between the Parties, or to authorize either Party to act as agent for the other, and neither Party

shall have authority to act in the name or on behalf of or otherwise to bind the other in any

way (including the making of any representation or warranty, the assumption of any obligation

or liability and the exercise of any right or power).

12.2 Rights of Third Parties

This Bakhuis Agreement is made for the benefit of the Parties and (where applicable) their

successors and permitted assigns and are not intended to benefit, or be enforceable by, anyone

else.

12.3 Language

A Dutch translation of this Bakhuis Agreement has been provided. In the event of a conflict

between the English version and the Dutch version of this Bakhuis Agreement, the English

version shall prevail.


Parties hereby agree that if and to the extent that this Bakhuis Agreement conflicts with the

provisions of the Framework Agreement, the Framework Agreement shall prevail. The Parties

shall ensure that at the first request of any Party, each Party shall take all further steps as

necessary or required to amend the provisions of this Bakhuis Agreement to ensure that the

provisions of the Framework Agreement shall prevail.

13. GOVERNING LAW

In all respects, this Bakhuis Agreement and any Dispute shall be governed by, and construed

and enforced in accordance with, the laws of the Netherlands.


DRAFT


22 August, 2018

Bakhuis Development Program Signature Page Agreed form final draft of 22 August, 2018

IN WITNESS WHEREOF, this Bakhuis Agreement has been duly executed and delivered as of


REPUBLIC OF SURINAME

By:

Name

Title

SURINAME ALUMINUM COMPANY,

L.L.C.

By:

Name

Title


By:

Name

Title

DRAFT


22 August, 2018

Bakhuis Development Program Schedule 1 Agreed form final draft of 22 August, 2018

SCHEDULE 1

Statement of Work

Suriname and Suralco will form a development partnership to define and, if feasible, implement

world-class mine and refinery projects based on Bakhuis bauxite and will seek investors to bring

the projects to fruition.

Concept Study Phase

The Concept Study Phase will be the first of possibly two phases of a project that Suralco will

undertake to evaluate the feasibility of utilizing Bakhuis bauxite in a standalone mining and

bauxite export business or in combination with a globally competitive alumina refinery located in

Suriname (a "Bauxite Project"). The results of such evaluation will be summarized in a desk top

study (the "Study") to be presented to Suriname. The Study will incorporate and be substantially

based on previous studies undertaken by Alcoa, Suralco and/or Suriname of the Bakhuis regions

and their related infrastructure (the "Concept Study Phase").

The Study will be a concept level evaluation containing sufficient detail to: (i) determine if the

development of a globally competitive operation is generally feasible; and if so (ii) solicit interest

from potential investors willing to undertake additional work to prepare a more detailed analysis

upon which investments can be based. The below topics are to be evaluated in the Study:

(i) Refinery with 1.5M tons initial annual capacity with option to expand to 3.0M tons per

annum;

(ii) Technical features that would allow the refinery to maximize its cost competitiveness by

blending other bauxite sources with Bakhuis bauxite;

(iii) Site option, including the Paranam site versus a western Suriname site;

(iv) Define requirements for supporting infrastructure and energy sources;

(v) Budget and project plans for the engineering phase and draft implementation phase project

plan; and

(vi) Discussion package necessary to pursue investors in the Funding Development Phase.

For the purposes of the Study, the benchmark of a globally competitive bauxite mining and alumina

refining operation is one with a cost within the first or second quartile of the CRU cost curve (based

on 2017 input costs).

Suralco will arrange for the creation of an electronic data room and provide access to this data room

to appropriate Suriname’s personnel who have a bona fide business purpose for accessing the

materials in the data room. Suriname will also provide Suralco with all information and materials in

its possession that could be helpful to the preparation of the Study.

The Study will follow Alcoa's standard project controls system with standard stage gate review and

deliverables for front end loading levels FEL 0, FEL 1 and relevant portions of FEL 2 and will be

based on the corporate values, engineering standards and operating policies that Suralco and its

Affiliates mandate for any such operation under its control. The Study will include a comprehensive

FEL 2 report or a summary of work completed prior to termination, if appropriate, along with

supporting drawings, specifications and capex and opex cost estimates, including a cash flow analysis.

Such report will generally follow the outline provided in Schedule 2. Notwithstanding anything to

the contrary in the foregoing, the parties agree that Alcoa may stop work on the Study if Alcoa

reasonably determines on the basis of its work that the project cannot reasonably achieve a cost within

the first or second quartile of the CRU cost curve or is for other demonstrable reasons otherwise not

DRAFT


22 August, 2018


viable. Subject to obligations of maintaining confidentiality, Suriname will have access to any

detailed data and calculations used in the study.

The Parties agree that the Study will not encompass locating or constructing new sources of energy,

transport (including by rail) or other infrastructure development that would be beneficial for a bauxite

mining, bauxite export, alumina refining and alumina export industry. With respect to such industries,

the Study will identify the energy requirements and the delivered price of energy needed to achieve

the globally competitive benchmarks. In the case of rail transport, the Study will identify logistical

needs and the cost of tying the mine/refinery operations to an assumed existing rail system. It would

be in Suriname’s sole discretion to solicit alternative approaches for the matters contemplated by the

Study following Suralco’s turning over the Study to Suriname.

Funding Development Phase

Following the delivery of the completed Study to Suriname, Suralco will review the results with

Suriname in order to consider the feasibility of a Bauxite Project likelihood to achieve globally

competitive thresholds. Following such review of the Study’s results, Suralco and its Affiliates

will declare if they have any financial or operating interest in a Bauxite Project.

If the Parties decide that the Study’s conclusions support moving ahead to the Funding Development

Phase. Parties will form an investor committee charged with coordinating the solicitation of financial

institutions, development banks, investors, financiers, individuals or teams who may have interest in a

partnership designed to carry a project forward to the Funding Development Phase. The Parties will

put in place a regime to govern their activities during the Funding Development Phase. The Parties’

agreement upon such regime shall constitute the commencement of the Funding Development Phase.

Included in such regime will be conditions under which each Party may individually solicit potential

partners, subject however to the investor committee’s ultimate responsibility for vetting and deciding

to engage an interested party. During the Funding Development Phase, Suralco will make resources

available in its reasonable discretion to support any marketing efforts to potential funding candidates.

If Suralco and its Affiliates conclude that feasibility of a project is not encouraging, nothing shall

prevent Suriname from proceeding unilaterally to solicit the interest of financial institutions,

development banks, investors, financiers, individuals or teams who may have interest in a

partnership designed to carry a project.

It will be the responsibility of the investor committee to cause the work of the Study to be advanced as

much as is necessary to satisfy requirements imposed by potential sources of financing that require a

bankable feasibility study by commissioning sufficient engineering design and supporting (bankable)

documentation.

Program Schedule

Concept Study Phase: 24 months; and

Funding Development Phase: 12 months. To start within 6 Months following the delivery of

the Study by Suralco to Suriname.

Project Resources

For the Concept Study Phase, Suralco and its Affiliates will assemble and fund a project team

comprised of employees from Suralco and individuals from one of its Affiliate’s ‘Mining and

Refining Centers of Excellence’, as well as qualified contractors who possess critical skills to

complete the Study. Suriname may nominate individuals to participate in the work of the Concept

Study Phase pursuant to Clause 4.2 of this Bakhuis Agreement.

DRAFT


22 August, 2018


If commenced, Suralco and Suriname would each appoint at their own expense two representatives

to serve on an investor committee during the Funding Development Phase.

Limitations

Suriname acknowledges that the Study will be an assessment of the potential to develop globally

competitive mining and refining operations utilizing Bakhuis bauxite (a concept). Suralco will

utilize generally accepted practices for the bauxite mining industry to identify all material project

requirements, based on information available to it, and provide a project cost estimate appropriate

for this level of project evaluation (typically +25%/-15% cost estimate). Suralco makes no

guarantee as to the completeness of project requirements or the estimate of project costs. If the

Funding Development Phase is commenced and generates sufficient interest, the Study will be a

starting point for necessary future work to develop a more precise description of project scope

requirements and prepare detailed engineering work. Based on such work, cost estimates can be

prepared that will have greater confidence levels.

DRAFT


22 August, 2018


SCHEDULE 2

Bakhuis Concept Study Report Outline

A. Executive Summary

B. Project Objectives

1. Market fundamentals defining Globally Competitive benchmarks

2. Specific Deliverables (to be specified and included)

3. Alcoa-based design and cost principles

C. Mine Concept Study

1. General

2. Strategy

3. Risk Management

4. Geology/hydrogeology/mineral resources data

5. Mining operations

6. Processing operations

7. Supporting infrastructure

i) Energy requirements

ii) Logistical requirements

8. Mine Rehabilitation

9. Environment, Health & Safety Considerations

10. Site Closure Considerations

11. Permitting/Government Approval Requirements

12. Cost summary

13. Schedule considerations

D. Refinery Concept Study

1. General design basis

2. Process design basis

3. Raw material specification

4. End product specification

5. Process design criteria

6. Operations Considerations

7. Energy/Utility requirements

8. Infrastructure requirements

9. Residue Management

10. Environment, Health & Safety Considerations

11. Site Closure Considerations

12. Permitting/Government Approval Requirements

13. Cost summary

14. Schedule considerations

E. Social Considerations

DRAFT