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    Netra News is publishing a copy of the 163-page power purchase agreement (PPA) between Bangladesh Power Development Board (BPDB) and Adani Power (Jharkhand), dated November 5th 2017, relating to the 1496 megawatt coal fired power generation facility in the district of Godda in India. The contract has been subject to significant criticism in recent months. Obtained by Netra News and released in the public interest.

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    Netra News is publishing a copy of the 163-page power purchase agreement (PPA) between Bangladesh Power Development Board (BPDB) and Adani Power (Jharkhand), dated November 5th 2017, relating to the 1496 megawatt coal fired power generation facility in the district of Godda in India. The contract has been subject to significant criticism in recent months. Obtained by Netra News and released in the public interest.

    Copyright:

    Public Domain
    Download as PDF or read online from Scribd
    Flag for inappropriate content
    Download as pdf
    7K views167 pages

    Adani PDB PPA 2017 11 05

    Uploaded by

    Netra News
    Netra News is publishing a copy of the 163-page power purchase agreement (PPA) between Bangladesh Power Development Board (BPDB) and Adani Power (Jharkhand), dated November 5th 2017, relating to the 1496 megawatt coal fired power generation facility in the district of Godda in India. The contract has been subject to significant criticism in recent months. Obtained by Netra News and released in the public interest.

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    Public Domain
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    Com ieet mo, 4o224 Dale 05.11. 201% POWER PURCHASE AGREEMENT BY AND BETWI BANGLADI POWER DEVELOPMENT BOARD (Constituted under the Bany adesh Power Development Board's Order, 1972 |. No. 39 of 1972)) ug AND ADANT POWER (JHARKIAND) LIMITED ~ RELATING 10. A196 MW(N COAL FIRED POWER GENERATION FACILITY ar GODDA DISTRICT, JHARKHAND, INDIA a Dated as of OS" November, 2017 QB camscanner POWER PURCHASE AGR BY AND BETWEEN BANGLADESH POWER DEVELOPMENT BOARD (Ceastituted under the Bangladesh Power Development Board's Order, 1972 (P.O. No, $9 of 1972)) AND ADANI POWER (JHARKHAND) LIMITED T RELATING TO- ‘4.1496 MW (NET) COAL FIRED POWER GENERATION FACILITY aT GODDA DISTRICT, JUARKHAND, INDIA Ik Dated as of 95 November, 2017 TABLE OF CONTENTS SECTION 1: DEFINITIONS AND INTERPRETATION A . rr 1A Definitions 12 Rules of Interpret 2 Scope : 0 SECTION 3: SALE AND PURCHASE OF CAPACITY AND ENERGY... 4 3A Energy, Capacity and Minimum OMAKE cose : 2 32. Sales to Third Parties, 2 SECTION 4: TERM, DEFAULTS, AND REMEDIES, oo n AA Term of Agreetent cee ; 2 42 Company Events of Default - Termination by BPD! tl et 43° BPOB Events of Default - Termination by the Company...» eta 44 Rights and Remedies Upon or Following an Event of Default... nn) 45. Notice to Lenders of Company Event of Default. . 8 416 Notice tothe GOB of BPDB's Defaul, 30 47 Other Remedies ‘SECTION 5: COVENANTS, REPRESENTATIONS AND WARRANTIES. SA Company Covenants.n.ensnnnnnennn fs innit 2 BPDB Covenants... 53 Company Represeniations and Warranties 54 BPDB Represeniatons and Warranties. SECTION 6: PRE-OPERATIONAL PERIOD sow 6.1 Permits, Licenses and Approvals, 62. acuments 10 be Submitted by Company 63. Company's Procurement of Power. 64. Fuel Payment daring Commissioning. 65. Operating Proceduttscecnenntmnnnnennnn ssn 66 —BPDB Observalion Visits 67 Company Progress Repors. SECTION 7: TESTING AND CAPACITY RATINGS . 7.1 Testing of the Facility Prior tothe Commercial Operations Date 7 72 Testing of Dependable Capacity ofa Unit or the Facility afer Cotnmercial Operations Datesw.- 43, 73 Notice ofand Compliance with Testing Procedures was 14 Copies of Test Rests nanan : 7 25 Damages for BPOB Delay. 76 Testing Disputes SECTION 8: LIQUIDATED DAMAGES. 8.1 Delay in Commercial Operations 82 Failure to Meet Contracted Facility Capacity. 83 Scheduled Outages, Maintenance Outages and Forced Oui 84 te ber wt Doar Alani Cae BS Waiver of Defenses. 86 Security Deposi 41 Payments of Liquidated Damages. i SECTION 9: CONTROL AND OPERATION OF THE FACILITY, Operating Procedures... ispatch, 93. Scheduling of Capacity and BY rs 94 Scheduled Outages and Maintenance Outages» .74 a 95 Emergencies. 9.6 Maintenance... 9.7 Annual Report BF Reconing of Telephoned Communications 9.9 BPDB Reporting Requirements JOINT COORDINATING COMMITTEE. SECTION 10: 0.1 Membership. 10.2 Duties. 103 Decision Making. 10s Agreement io Preval SECTION LI: ELECTRICAL INTER HLL Power Evacuation. 112. Electrica... 113. Electrical Protection, SECTION 12: METERING 1b Metering 122 Reading of eter 123 Adjustment for Inaccurate Meters. 124 Sealing of Metering System a TES Repart Replacement or Recalbration of Metering System. SECTION 13: TARIFF, BILLING AND PAYMENT wo {CONNECTION FACILITY (EIF) ~ Geinizaion and Instument Syste 13.1 Commercial Terms nn Billing and Payment 152 SECTION 14: INSURANCE 141 Maintenance of Insurance Policies... 142. Certfiates of Insurance. 143 Reporing Requirements 1444 effets of Political Event. SECTION 15: LIABILITY AND INDEMNIFICATION. 15.1 Limiationf Liability 7 15.2 Indemmifiation 15.3 Assertion of Cai 100 wo lor 134 Defense of Claims... SECTION 16: FORCE MAJEURE. 16.1 Definition of Force Majeure Event 162 Notification Obligations 163 Duty t0 Mitigate nonom 6a Delay Coused by Force Majette nn 165 Payments During Force Majeare Event 166 Prolonged Force Majeure Event... SECTION 16A: POLITICAL EVENTS AND CHANGE IN LAW... 6A. Definition of Political EVER sens 16A.2 Definition of Change in Law 1443 Noten Oban 6A 4 Duty to Mitigate. GA.5 Delay Caused by Political Event andor a Change in Lav 16A6 Payments Dung Polical Even andor a Cha Ion 1Pronge Dlite! Even aor Change nator 1GA.8 Supplemental Tariff for Political Events. 7 1GA9 SupplenentalTrfor Change in Un SECTION 17: TAXES AND CLAIMS. SECTION 18: ENVIRONMENTAL REGULATIONS. SECTION 19; CHOICE OF LAW AND RESOLUTION OF DISPUTES. 19.1 Governing Law 192 Resolution by Parties 193. Mediation by Expert 194 Arbication rd 19.5 Commercial ets; Sovereign Inmaniy: Jurisdiction. 19.6 Company's Consent to Jutisdition ie 19.7 Separabilty and Relsted Disputes. SECTION 20: NO LIABILITY FOR REVIEW sn SECTION 21: NOTICES. DLL Addueses and Notes 212 Changes of Address SECTION 22: MISCELLANCOUS PROVISIONS, 2 Amendoent _ 222 Thid Parties att 223 No Waiver. : 224 Relationship ofthe Parcs... 22S Periodic Reports one 226 Survival : 227 Language 2B Eniety nn = : 129 229 Acknowledgment of BPDO's Obligations under Implementation Agrccuent 19 22.10 Assignment a 29 2A Suocestors and ASSign$ so sssosoesns a esta BWA Confidentiality. omen Se esr IAL 22.13 No Double Jeapardy ean os 132 22.14 Counterparts, 12 SECTION 25: DELIVERY & SUPPLY OF COAI SCHEDULE |: FUNCTIONAL SPECIFICATIONS, : SCHEDULE 2: TECHNICAL LIMITS AND CONTRACTED CHARACTERISTICS... SCHEDULE J: COMMISSIONING AND TESTING. ‘SCHEDULE 4: METERING SYSTEM. SCHEDULE S: FORM OF BPDG LETTER OF CREDIT... SCHEDULE 6: REFERENCE TARIFF. : SCHEDULE 7: FORM OF PERFORMANCE SECURITY DEFOSIT. SCHEDULES: AGREED LIST OF ENGINEERS, Eenbyaat No. 10229 Dale, os W.2ea7 POWER PURCHASE AGREEMENT iis POWER PURCHASE AGREEMENT {this “Aurcement) is emered into om this OS™ $3 ofNovember: 2017. in Disa, Beglaeh ag ee “ (i) dani Power (Iharkhand) ied company ineorporsed under the Roza fects reper oe? ea House, Nr. Mithakhali Six Reads Navrangpura, ahmedibod, Gyo tg (hereinafter ‘referred 10 as the “Company”. which expression saline ea ermine assigns), Seer A is ws“ eee, 38 the ~Parties”) naan : RECITALS SIBEREAS. BPDB isa pubic ily emeaged inthe yea, transmission, dsrbtion and ‘leofelectciy and ene in he People's Republi uf Dacor ("Bangladesh Ieee, APL (es hetsnaer defined) andthe PDD exe into» ‘memorandum of sence mane ov AURAL, 2015 fr sting up ax BOD AIT Co cd Power plant ata ‘suible location in India for dedicated supply a elect o BYOB SERS, toh he et en Zhao dosotaras aH del CLIO oo ie, txt roe rhea) seams, Sma ical uhingpnc feats n Mok oa roe Sinan roto ERE Cony i nas ge ae ecient ee Gnas Gane 3 Wei (BE AGI ra eae Wy srefenieea) | enertctrt SEE \Ez uate ae eee FT ososyan WHEREAS, the Company ns agree n plement the Projet and t sll electric epacity and net electric ergy ofthe Facily to BPDB in accordance with the terms and curditions set forth inthis Agreement, WHEREAS, BPDB has agreed w purchase the eecie capacity and net elecre energy of the Facility from the Company in accordance with the tems and conditions set focth in ‘Agreement, WHEREAS, the GOB has agreed te deliver tothe Company 9 Guarantee inthe form provide in Schedule 1 of the Implementation Agreement to guaranice the payment obligations of PGCB Under the Lmplementation Agreement and tha of BPOB under ths Agreement. NOW, THEREFORE, in consideration ofthe mutual benefits and covenants contained herein, the Pates hereby agree as fellows: oe a CamScanner SECTION 1: DEFINITIONS AND INTERPRETATION Definitions Nhenever the following capitalized terms appear in this Agreement, including the schedules hereto, whether in the singular oF plural, past, present or future tense, they shall have the meanings given to such terms below: Abandonment” means the voluntary cessation of construction or operation, as the Boe may be, of the Facility, and the withdrawal of al, or substantially all, personnel by the Company from the Site for reasons other than the acts or omissions Of the G0, GOI, PGCB, BPDB, a Force Majeure Event, a Political Event andor a Change Tair of ah event outside the contol of the Company; provided thatthe Company Shall not be deemed to have Abandoned the Facility so long ax itis using all “asonable efforts to resume or restart constuction or operation of the Facility; “Agent” bears the meaning ascribed thereto in Section 4.5(b); Aureement™ means this Power Purchase Agreement between BPDB and the Company, together with all schedules attached herete, dated as of he dae Me above ‘writen, as may be amended by the Parties from time to times, TAPL" means Adani Power Limited, a public limited company incorporated under the Indian Companies Act, 1956, with'its registered office ot Shikhar, Ne. Mithakhali Circle, Navrangpura, Ahmedabad 380.009, Gujarat Indias “Assumptions” bears the meaning ascribed thereto in Section 13.1(4); lity” means the annual availabilit ty for Dispatch by the Control Cent following formula: ae DC«8760-(F° MOwx MOH DFO x FOH #Y SOugx. son) 'y of the Dependable Capacity of the ie, calculated in accordance with the DCx8760 eer Where: A = equivalent ennual availability DC = Dependable Capacity ofthe Facility MOey capacity reduction during Maintenance Outage MOH = Maintenance Outage hours FOcy = capacity reduction during Forced Outage FOH Forced Outage hours Sap = capacity reduetion during Scheduled Outages a BED SOH = Scheduled Outages hours “Average Dependable Capacity” means an amount equal to: (@) the sum of each Dependable Capacity in effect during a Contract Year ‘multiplied by the number of hours that each such Dependable Capacity was in effect during such Contract Year: ivided by (b) the number of hours in that Contract Year; ‘provided, that periods during which any Force Majeure Event , Political Event andlor 8 Change in Law exists shall be excluded fiom each determination of the number of hours in clause (a) and clause (b) ofthe preceding formula: “Auditor” means an independent reputed firm of chartered accountants appointed in accordance with the requirements of the Indian Companies Act, 2013, to aet as the Company's auditors “Back-Up Metering System™ means any meters and metering devices installed, ‘owned and maintained by the Company as backup to the Metering System; “Benchmark Rate” means 1.25% per Month, “BPDB" means the Bangladesh Power Development Board, constituted under the Bangladesh Power Development Boards Order, 1972 (P.O. No. 59 of 1972) and its successors and permitted assigns; “BPDB Event of Default” has the meaning ascribed thereto in Section 4.3; “BPDB Letter(s) of Credit” means the unconditional and irrevocable letters of credit to secure BPDB's payment obligations for Capacity Payment and Fuel Payment {issued by a scheduled commercial bank in Bangladesh (being the Issuing Bank) which has been confirmed by any scheduled commercial bank in India (being the confirming, bbank) and is encashable at a bank in Ahmadabad, India, substantially in the form of Schedule 5, as provided by BPDB to the Company pursuant to Section (3.24); “BPDB Letter of Credit Adjustment Day” bears the meaning ascribed thereto in Section 13.2G)i(E); “BPDB Letter of Credit Amount” means: (2) the BPDB Letter of Credit Amount for Capacity Payment which, as of the felevant date, shall be an amount equal to two (2) Months of Capacity Payment corresponding to eighty percent (80%) of the then-prevailing Dependable Capacity, initially computed as at the Commercial Operations Date and thereafter adjusted in accordance with Section 13.2G)()(E) hereof, and (b) the BPDB Letter of Credit Amount for Energy Payment which, as of the relevant date, shall be an amount equal to: (i) for the first Contract Year and the Stub Year, two (2) Months of Fuel Payment computed in accordance with this Agreement on the basis of average landed price of Coal in the three (3) Months immediately preceding the relevant date, for operating the Facility at sixty five percent (65%) plant load factor duting the relevant period, und (ii) thereafter, computed every ninety (90) Days starting from the commencement of the second Contract Year, two (2) Months of Fuel Payment computed in accordance with this Agreement on the basis of average landed price of Coal in the three (3) Months immediately preceding the relevant date, for operating the Facility at the average plant load factor achieved (rounded off to nearest whole number) during the corresponding three (3) Month period in the preceding Contract Year; Section 4.2; ascribed theret “BPDB Notice of Default” has the mea “Business Day” means any Day (including partial Oays) on which banks in Dhaka, Bangladesh are open for business for the general public; “Capacity Payment” bears the meaning ascribed thereto in Section 13.1(b)(i); “Certification Date” means the date as of which the Testing and Commissioning Committee certifies in writing that a Unit is ready to commence the Commercial Operations Test and such certification shall be done prior to the commencement of tests of a Unit or the Facility in accordance with Section 7 and Schedule 3; “Change in Assumptions” means a change in any of the Assumptions as set out in Section 13.1(¢) or, imposition or application of any requirement in relation to the Project which is not covered by the Assumptions, “Change in Law” bears the meaning ascribed to the term in Section 16A.2; “Coal” means sub-bituminous coal with a heating value of 3500 to 5000 kCal per Kg. fon GAR basis, having sulphur content of 0.1% to 0.8%, moisture content of 8% to 40%, ash content of 2% to 25% and carbon content of 20% t0 55%, “Coal Supplier” means any entity or organization appointed by the Company, from time to time for the supply of Coal to the Facility and any successors thereto. into by “Coal Supply Agreement” means the agreement or agreements 10 be entered to the and between the Coal Supplier and the Company for the supply of Coal Facility. “Coal Transportation Agreement” means the agreement or agreements to be entered into by and between the Coal Transporter and the Company for the transportation of Coal to the Facility. “Coal Transporter” means any entity or organization appointed by the Company, from time to time for the transportation of Coal to the Facility and any successors thereto. “Commercial Operations Date” means the Unit Commercial Operations Date or, the Facility Commercial Operations Date, as applicable, we Rm hi © camscanner Ce mercial Operations Test” bears the m saning ascribed therelo in Schedule 3: “Commissioned” means the successtul coun Vest in accordance with Schedule 3 un the Pacility shall be Conmiss Ue Engine npletion of the Commereial Operations. nd. forthe purposes of this Agreement, a Unit or oned as of the date specified in a gentficate issited by asthe dave tha such testing was completed: “Commissioning” m the Facility: S carrying out the Commercial Operations ‘Test of a Unit or Company” means Adani Power (Jharkhand) Limited. a public limited eomy incorporated and registered under the laws of I at Adani House, Nr. Mithahbali Six Roads, Nav and its successors and pesmitied assigns: ndfia, with its registered alffice loeated rangpura, Ahmedabad, Gujarat, Ind “Company Event of Default” has the meaning ascribed thereto in Se n 4.2; “Company Notice of Default” has the mea ig ascribed thereto in Section 4.3 “Construction Contract” means the ‘agreement ‘nd the Construct on Contractor(s} for the onstruction, completion. project management o Commissioning of the Project ant made From time te time; (s) entered into between the Ci desivn, engineer coordination, start also incluxies any amendment to su ‘ompan procurement, Ip. testing, and ‘n agreement(s) “Construction Contraetor(s)" the Company as contractors purs ‘means the Persons appointed oF 10 be appa want 1 the Construction Contracts: {Construction Contract Price” means the Company under the Construction Contracts: ‘Construction Start Da “notice 1 proceed’ is issued by the Company or(s). with a copy 0 BPDB. ‘authorizing the Consituction Conte We their activities in accordance With the Consteuetion Contraei(s); ite* means the “Contract Vear™ means: the Facility Commercial preceding the first anniver thereafter, the period commenci Cominercial Operations Date of the Facility Commercial Oy (4) the first Contract Operations Date IsaKY OF the ‘Year being the period commer and ending on the Day ty Commerc on immediately Operations Date; and (by St the beinning ofeach anniversary ofthe ily and ending on the Day preceding the reve anniversay erations Date: “Contracted Facility (adiusted to Power Factor Second Unit 748 MW fa means (i) i Adjustment) at the Del usted to Power Factor A Contrastor(s)” means the Constructo ‘onstruction Contraetor(s). the O& a ueMieHS) and the Coal Tranepane r involved in the Project Meee and ony of & RK ‘M Contractor(s), the iF sub-contractor(s) ‘Contractor All Risk Policy” bears the meaning ascribed thereto in Section 14.16) is (Control Center” means the national contol center located in Dhl Control center designated by BPDB from time to time (but only on: ‘hich BPDB shall provide Dispatch Instructions to the Facility; ka, OF stich other 1 AL a time) from “Day” means the twenty-four (24) hour period beginning and ending at 12.99 ‘midnight Bangladesh Standard Time “Debt Service Obligation” towards interest on debs, accordance with the Financi shall mean payments to be made by the Company briipal repayments and other costs and charges in ing Documents; “Declaration Deadline” bears the meaning ascribed thereto in Section 9.3(e(i;, “Declared Capacity” means, ! capacity of @ Unit or the f as applicable, on a the then prevaili Outage, Forced “Delivery Point” at the Facility at which the Net Company to BPDB; ‘means the location at the 400 kV side of tf the Renerator transformer Energy Output is measured and delivercd by the “Dependable Capac et generation capacity of Unit or the Facility (adjusted to Powe’ (8S applicable, expressed 45 determined by the most recent “Dependable Capacity Tes” bears the meaning ascribed thereto in Schedule 3; tpesignated Dank Account” means a bank ascount by the Company for the rece Implementation Agreement ant t ha bank in India designated ‘pt of all payments under this Agreement, the the Guarantee: ContAtEh” or “Dispatch Instruction” means an intuction issued by the Control Genter to the Company in accordance with Ihe tenes of at Agreement, including Tereat limitation, the Technical Limits, to schedule and conic ake generation of Hetty at Unit or the Facility in order to eommence, eee dee cease EE Net Evergy Output delivered tothe Grid Systeun, Provided tha) ea Dispaich shall be issued below the Technical Limits ofa Unit or the Facility, “Dispute” means any dispute, difference or disagreement of any kind whatsoever between BPDB an: 1d the Company in connection with or arising out ofthis “ues i is wy . including, without fimitation, any dispute os difference concerning the existence, validly or enforveability this Agreement or any provision hercot “Dollars” oF “USS oF “USD means the favtul ewnteney af the United States of Anveica; Due Date” means: (a) an elation to Capac Payments, Epergy Payments and any’ other payment under Section 15.1, the thittieth (30°) Day frann the dite @f subavission af a Monthly fnvvice of a Supplementary Bil issued by the Company and iP such 0" Day is nota Business Day, the immediately succeeding Husiness Day, by whieh date such Monthly Invoice or Supplementary Hills payable hy PDB an such ")Day (b)itvtelation to any other payment, the date as specified as the due date payment under this Agreement and i not so specified, the thirtieth (3 thom the date of submission of relevant invoice ar demand notice Economic Dispatch” means the distibution of the total energy needs of BPDB. among available somes of yeneration based upon the marginal cost to BPDB for requesting the next increment at cnergy. where plants will be dispatched by BPDB Figo the lowest in incremental cost to the highest in inesemental cost, considering all relevant factors, including each available plant's technical limits and availability nel the capabilites of Grid System atthe time of ispateh; “Fe Sanctions” means the withdrawal of customary trude and financial relations or other restrictions or penalties applied by wne country (oF by a group of countries) on another cauniry (or group of countries), for foreign or security poliey purposes and/or far the purpase oF forcing a change in behavior of political change. and may inelude various forms of tade baniers and restrictions on Fiaaneial or import ‘export transactions, and may probibit commercial activity with regard to an entire country oF ane or more commodities oF items, such as a longstanding embargo, or they may block transactions of and with particular businesses, grous. or inlividual “Election No bears the meaning aseribed thereto in Section 4.5(4)GiKA: HF" bears the meaning ascribed thereto “Electrical Interconnection in Section 11.1 ofthis Agree “Emergeney” means an exceptional or extraordinary eondition of situation thal, inthe sonable opinion of BPOB (or PGCB, as the ease may be), materially” and adversely (a) alleets the ability of BPDB for PGCB) w mwsintain sale ‘continuous elecrical service to BPDB’s customers, having ‘curren standard of eleciriea! service provided (oils customer weyuuate andl rd to then- (b) presents a physical threat 10 persons or property oF the security. inte reliability of PCB's Grid System; ily or ergy’ Pa * bears the meaning ascribed thereto in Seetion 13. (OK) “Engineer” means the consulting engineering fim. selected! and arpointed brit Company (at its own cost and expense) and the identity of which is noi Fe in wa ing {0 BPOB not later than thity (30) Days afer the Financial Closing Date fs het oF independent consulting engineering firms set out in Schedule 8, or any of er worl renowned engineering firm(s) or any local engineering firms) or local experienced Engineer(s), for the purposes of monitoring the construction, Commissioning and Participating as a member ofthe Testing and Commissioning Committee; “Eauivalent Forced Outages Energy” means the sum of the products of (a) the Dauction in the generaing capability of the Facility (Fom the then-preveiting CiPendable Capacity) asa result ofeach Forced Outage occuring during the relevans Gentract Year, expressed in MW; muplied by (the number of hours that each Such Forced Outage was in effect during the relevant Contract Year, {Eitalable Capacity Payment” bears the meaning ascribed thereto in Section 13.1(b)() hereof; “Evaluation Period” bears the meaning ascribed thereto in Section 4 5Cay(i); “Bvent of Default” means a Company Event of Default ora BPDB Event of Default; Expert” shall mean the Person having appropiate expertise and! appointed in secordance with Section 7.6 or 19.3, as applicable. Coneraline 1496 MW of net capacity to be constructed, owned and opersten by the Company at Godda Distcet, Jharkhand, India whether completed orn any stage of its construction and whether temporery or permanent, inclu feeard 10 level of development, the land, engineering and. design documents, all Godda railway sation in Jharkhand, tothe aforemeationed powerplant es (if any), water storage, wate teatment facilities, solid waste disposal facilis, Coal receiving and handling. facilites, ash: dykelpond, act colonylaccommodation, railway siding, testing laboratories, equipment ard she Metering System, “Facility Commercial Operations Date” menns the date on which lst of the wo Units ofthe Facility is Commissioned; “Rinanetal Closing” means (a) the execution and delivery of the Financing Documents between the Company and Lenders (with copies of the Financing Documents having been delivered to BPDB) that (together with equity commitment, evidence suflicient financing for the construction, testing, completion, ant Commissioning of the Facility: and (b) the satisfaction or waiver of all conditions precedent for the initial availability of fonds under the Finmocing Documents Provided that, with BPDB's writen approval, “Financial Closing” shall be deeicd to have occurred earlier, upon the occurrence of (a) Construction Stat Dats md delivery to BPDB of a written assurance reasonably satis ory BPD demonstrating thal the Company has necessary financial resources available to it to Beamse | ‘anner complete the construction of the Facility in accordance with the terms of this ‘Agreement Fi rncial Closing Date” means the date on which Financial Closing occurs; inancing Documents” means the loan agreements, agreements/nstruments for debentures, bonds, notes, indentures, security agreements, guarantees, hedgit agreements, letters of credit and other documents relating to the financing (including refinancing) of consiruction/operation ofthe Project; “FM Ratio” bears the meaning ascribed thereto in Section 16.5(a}; “Force Majeure Event” bears the meaning ascribed therelo in Section 16 Forced Outage” means an interruption or a reduction in the generating capability of 4a Unit or the Facility, on or after the corresponding Commercial Operations Date that is not the resul of: (2) a request made or instruction issued by BPDB, PCB or the Control Center; (b) a Scheduled Outage or a Maintenance Outage: (©) aForce Majeure Event, Political Event and/ora Change in Law; (4) acondition caused by BPDB or PGCB or any other Goverment Authority: or (©) aGrid Outage. “GOB” means the Government ofthe People’s Republic of Bangladesh; “GOI” means the Government of the Republic of India; “Goverament Authorizations” means all approvals, consents, authorisations, acknowledgements, licenses or permils required to be issued by any Government ‘Authority for the establishment of the Company or, for the construction, financing, ‘ownership, operation and maintenance of the Facility, the Dedicated Transmission System or the ITF or, the purchase of Dependable Capacity and Net Energy Output by the BPDB and/or the transactions contemplated hereunder or under the Implementation Agreement; “Government Authority” means: (a) the GOB. BPDB, PGCB, GOI, or any other relevant government authority ‘whether, national, regional, local, or municipal, administrative, legislative, quasi-judicial, judicial, regulatory agency, instrumentality or authority or any entity subject fo the overall control or direction as to matters of policy of any of the above, or which is otherwise under administrative control of the GOB, GOI or any state government in India, (b) any local governmental authority or any subdivision of any of the foregoing; © camscanner i Pt Company, (©) ay competent cut or tur! wit jin oer BPD, Ae Copan the Contractor(s), the Lenders or the Project or any par I; (4) any deparunent, authority, regulatory agency, instrumentally agency, body or corporation or other entity controlled by any ofthe foregoin, “Grid System” means the iansssion or distribution facilites beyond the Deke Point through which the Net Energy Oulput of the Facility will be received an distcbuted by BPDB: rid Outage” means any outage or tripping ofthe Dedicated Transmission System for any reason other than (9) due to any fault in the Facility; or (any outage or tipping of the Dedicated Transmission System which ‘has been

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