In this guideline, unless the context provides otherwise, the following defined terms will have the meanings as described below.
"ADB" means the Asian Development Bank.
"BOT agreement" means the "build-operate-transfer" concession arrangement in which the project company builds (construct) the infrastructure facility, operate the facility to recover the construction costs and achieve a return on their investment (including repayment of loans) and transfer the facility to the government at the end of the concession period.
"Concession agreement" means the agreement between the government and the project company conferring on the project company a right to provide the infrastructure services in exchange for the project company constructing and/or operating the facility, further described in section 5.2.1.
"Consensus Rules" means the Arrangement on Guidelines for Officially Supported Export Credits, the rules by which many ECAs agree to comply with, further details of which are in section 0.
"Construct" means the design, construction, integration, installation, testing and commissioning of the facility, to include the rehabilitation and renovation of the facility, and "construction" and "constructing" have corresponding meanings.
"Contractor" means the company responsible for the construction of the facility, usually as a subcontractor of the project company under an EPC agreement, further described in sub-section 4.2.4(a).
"Customer" means users of the infrastructure services, further described in section 4.2.5.
"Debt" means monies secured under finance agreements from lenders.
"Debt finance" means to finance through lenders or third parties other than sponsors advancing monies, usually under a loan agreement.
"Due diligence" means the exercise in the examination and evaluation of risks affecting a transaction.
"EBRD" means the European Bank for Reconstruction and Development.
"ECA" means an export credit agency, further described in section 4.3.5.
"Engineer" means the engineer appointed for the project, further described in sub-section 4.2.4(b).
"EPC Agreement" means the Engineering, Procurement and Construction agreement between the contractor and the project company to construct the facility, further described in section 5.6.2.
"Equity" means securities representing proprietary interests in a company, for example shares.
"Equity finance" means to finance through the sponsors investing in shares, options or other securities that represents an equity interest.
"Escrow agent" means a corporation (normally a financial institution) appointed by the project company and the lenders to hold funds accrued to the project company for the benefit of the project company and the lenders to be disbursed in accordance with the conditions of the loan agreements, further described in sub-section 4.2.4(e).
"Facility" means: (a) in relation to a loan agreement, the amount made available by the lender to the project company under the loan agreement, and (b) otherwise, any infrastructure asset procured or developed under the project.
"FIDIC" means the Federation Interriationale des Ingenieurs-Conseils or the International Federation of Consulting Engineers.
"Fiduciary obligations" means obligations imposed by the law on one person to another as a consequence of the first person holding a position of trust and power in relation to the second person, for example a legal adviser owes fiduciary obligations to his or her clients.
"Government consultant" means an adviser to the government in relation to the project, usually legal, financial and technical advisers, further described in sub-section 4.2.1(b).
"Government" means either a state owned enterprise, an administrative entity, a division of the government, a municipality, a local government or a similar organisation, whether incorporated or not, that represents the interests of the public sector in the project, further described in sub-section 4.2.1(a).
"IBRD" means the International Bank for Reconstruction and Development.
"IDA" means the International Development Association.
"IFC" means the International Finance Corporation.
"Infrastructure" means the basic facilities, services, installations and capital equipment needed for the functioning of a community or society, generally without limitation infrastructure refers to transportation and communications systems; air and sea ports; utilities such as water, sanitation and power; and public institutions including schools, post offices, hospitals and prisons.
"Infrastructure" means the basic installations and capital equipment forming part of infrastructure.
"Infrastructure services" means the basic facilities or services forming part of infrastructure.
"Insurer" means the insurance company providing insurance for the project or the facility, further described in sub-section 4.2.4(d).
"Intercreditor agreement" means the agreement between the lenders in relation to rights, priorities and enforcement of security under the loan agreement(s), further described in section 5.4.4.
"Lender" means the person or company, usually banks, responsible for providing the debt finance to the project, further described in sub-section 4.2.3(b).
"Loan Agreement" means a loan agreement between the lender and the project company to provide debt finance, further described in section 5.4.2.
"MIGA" means the Multilateral Investment Guarantee Agency.
"O&M agreement" means an operation and maintenance agreement between the project company and the operator in relation to the operation of the project, further described in section 5.6.4.
"Off-take agreement" means an agreement between the project company and the customer for the project company to supply and the customer to purchase infrastructure services produced under the project, further described in section 5.7.2.
"Operation" means the operation and maintenance of the infrastructure, and "operation" and "operating" have corresponding meanings.
"Operator" means a company responsible for the operation of the project, further described in section 4.2.4(c).
"Option" means a security in the project company conferring a right to hold an equity interest in the future.
"Options agreement" means an agreement under which sponsors have a contractual right to purchase equity (shares but may be other equities) in the future or if certain events occur, further described in section 5.3.4.
"Performance guarantee" means a guarantee of the performance of the project company's obligations, usually this is a guarantee by a project company for the completion of the construction, a performance guarantee to the government is further described in section 5.2.3.
"PPP" means a public-private-partnership, specifically an arrangement where a private party delivers infrastructure services under a concession agreement.
"Project" means a scheme to construct and operate the facility for the purpose of providing infrastructure.
"Project agreement" means any of the agreements described in chapter 35.
"Project company" means: (a) a company owned by a consortium of private individuals or corporations that has been granted a concession by the government to conduct the project, further described in section 4.2.2, and (b) in the context of a loan agreement, means the borrower under the loan agreement.
"Quasi-equity" means securities in a project company that is not quite an equity interest, and not quite a debt, but somewhere in between, for example, bonds and options.
"Retainer" means an agreement between the government and the consultants in relation to the appointment of the consultants, further described in section 5.1.1.
"Securities" means shares, bonds or other equitable interests in the project company.
"Security documents" means documents provided to lenders to confer rights or assets that crystallises if there is a default under the loan agreements, further described in section 5.4.3.
"Security holder" means a holder of quasi-equity securities, further described in sub-section 4.2.3(c).
"Shareholder" has the same meaning as a "Sponsor".
"Shareholders' agreement" means an agreement between the sponsors in relation to the rights, obligations, management and control of the project company, further described in section 5.3.2.
"Shareholders' loan agreement" means an agreement between the project company and a sponsor for the sponsor to provide a loan to the project company on a subordinated basis, further described in section 5.6.3.
"Sponsor" means a holder of equity securities (or a shareholder) in the project company, further described in sub-section 4.2.3(a).
"Subordinated debt" means a borrowing by the project company from its sponsors under a shareholders' loan agreement.
"Subordinated loan" means a finance provided by the sponsors to the project company under a shareholders' loan agreement.
"Supplier" means a company providing to the project raw materials or equipment needed to produce the infrastructure, further described in sub-section 4.2.4(f).
"Supply agreement" means an agreement between the supplier and either the project company, the contractor or the operator to supply raw materials or equipment needed to produce the infrastructure, further described in section 5.6.3.
"Tariff" means the price charged for providing the infrastructure services.