RISK ALLOCATION PROJECT FINANCING DOCUMENTATION 2014 PRESENTED BY

RISK ALLOCATION & PROJECT FINANCING DOCUMENTATION - 2014 PRESENTED BY MR. ALI ASGHER KHAN PARTNER, HAIDERMOTABNR &CO. & MR. SABOOR KARAMAT ASSOCIATE, HAIDERMOTABNR & CO.

OUTLINE Ø Ø Ø PART I: WEB OF CONTRACTUAL ARRANGEMENTS PART II: SECURITY DOCUMENTATION AND SECURITY CREATION PART III: KEY RISKS & RISK ALLOCATION PART IV: REGULATORY CONSIDERATIONS AND RISK ALLOCATION CONCLUSION

PART I: WEB OF CONTRACTUAL ARRANGEMENT

WEB OF CONTRACTUAL ARRANGEMENTS, CONTINUED v SHAREHOLDERS AGREEMENT v v SPONSOR AGREEMENTS EQUITY OR SUBORDINATED DEBT RESTRICTION ON SHARE TRANSFERS COMPLETION GUARANTEES v CONCESSION AGREEMENTS / IMPLEMENTATION AGREEMENT v PROJECT DOCUMENTS v v v v EQUIPMENT SUPPLY AGREEMENTS ENGINEERING, PROCUREMENT AND CONSTRUCTION AGREEMENTS OFF-TAKE AGREEMENT OPERATIONS AND MAINTENANCE AGREEMENT INPUT SUPPLY AGREEMENTS LAND DOCUMENTS CONSENTS AND APPROVALS BONDS AND GUARANTEES

WEB OF CONTRACTUAL ARRANGEMENTS (CONTINUED) v FINANCING AGREEMENTS v LIMITED RECOURSE LOANS v FINANCING AND TERM SHEET v COMMON TERMS AGREEMENT v FACILITY AGREEMENTS v PROJECT FUNDS AGREEMENT v INTER - CREDITOR AGREEMENT

SECURITY DOCUMENTS AND SECURITY CREATION v v v v MEMORANDUM OF DEPOSIT OF TITLE DEEDS (MODTD) LETTERS OF HYPOTHECATION (LOH) SECURITY TRUST DEEDS ASSIGNMENT DEED DIRECT AGREEMENTS LETTERS OF LIEN SHARE PLEDGE AGREEMENTS

KEY RISKS & RISK ALLOCATION - I v PRE - PROJECT DEVELOPMENT RISKS v CONCESSION BONDS AND GUARANTEES v FEASIBILITY STUDY v PROJECT COMPANY FORMATION v ADVISORY FEES (E. G LEGAL, TECHNICAL, FINANCIAL, INSURANCE ETC. ) v ADVANCE PAYMENTS TO EPC CONTRACTORS v ADMINISTRATIVE COSTS

KEY RISKS & RISK ALLOCATION - II v CONSTRUCTION COMPLETION & COMMISSIONING RISKS v v v v TECHNOLOGY AND DESIGN PRICE UNFORESEEN SITE CONDITIONS ASSOCIATED INFRASTRUCTURE & ANCILLARY FACILITIES TRANSPORTATION COMMISSIONING AND TESTING VARIATION & CHANGE ORDERS DELAYS AND LIQUIDATED DAMAGES PERFORMANCE GUARANTEES AND LIQUIDATED DAMAGES DEFECTS LIABILITY COST-OVERRUNS FORCE MAJEURE CONTRACTOR PAYMENTS – BONDS AND GUARANTEES

KEY RISKS & RISK ALLOCATION - III v LAND RISKS v DUE DILIGENCE ISSUES v CLEAR TITLE v ENCUMBRANCES v OPERATIONAL PERIOD MARKET RISKS v PERFORMANCE v OFF- TAKE AND PRICING v TAKE OR PAY v MINIMUM REVENUE GUARANTEES v INPUTS AVAILABILITY AND PRICING v PAYMENT SECURITIES v FORCE MAJEURE v MACHINERY BREAKDOWN

KEY RISKS & RISK ALLOCATION - IV v FORCE MAJEURE v RELATIONSHIP WITH INSURANCES v COMPENSATION AND RELIEFS v POLITICAL RISKS v CHANGE IN LAW v CHANGE IN TAXES AND CUSTOM DUTIES v CHANGE IN GOVERNMENTS’ AND POLICIES v FOREIGN EXCHANGE AVAILABILITY v CONSENTS AND APPROVALS v LAW AND ORDER AND SECURITY SITUATION

KEY RISKS & ALLOCATION - V v LOSS OR DAMAGE TO ASSETS v TITLE TO ASSET RISKS v ENVIRONMENTAL RISKS v INTELLECTUAL PROPERTY RIGHTS RISKS v EXCHANGE RATE RISK v INSOLVENCY RISKS v DEFAULT RISKS v DISPUTE RESOLUTION v LIMITATION OF LIABILITY

SINDH PUBLIC PRIVATE PARTNERSHIPS SINDH PUBLIC PRIVATE PARTNERSHIP ACT, 2010 SINDH PUBLIC PROCUREMENT RULES 2010 PROCUREMENT RISKS THE BIDDING PROCESS UNSOLICITED BIDS

FOREIGN FINANCING IMPORT OF PLANT MACHINERY FOREIGN ACCOUNT ISSUES NON RESIDENT PLEDGE ISSUE ADVANCE PAYMENT RELATED ISSUES

THANK YOU