In this Schedule I, the following terms shall have the meanings indicated below:
"Accrued Interest" means interest accrued on the Principal Amount as of the Calculation Date under the Financing Agreements; provided, however, that for the purpose of calculating the amounts due and payable by the LGU under this Schedule I, Accrued Interest shall not include default interest unless such default interest has accrued as the result of late payment or non-payment by the LGU.
"Future Value" means the future value calculated as of the Calculation Date using a rate of [•].
"Present Value" means the present value calculated as of the Calculation Date using a discount rate of [•].
"Breakage Costs" means an amount equal to the sum as of the Calculation Date of any reasonable (a) interest period breakage costs and (b) interest rate swap breakage costs, in each case due to or on behalf of the Lenders under the Financing Agreements upon termination of this Agreement, provided that any positive payments received by or on behalf of the Lenders as a result of such breakage shall reduce the amount of the relevant Buy-Out Prices calculated in accordance with the this Schedule I.
"Buy-Out Price" means Buy-Out Price A, Buy-Out Price B, or Buy-Out Price C, as the context may require.
"Buy-Out Price A" means:
(a) The Senior Debt Amount, minus
(b) The amount by which the Equity Commitment exceeds the Equity Amount, minus
(c) The Cash Amount, minus
(d) Any unpaid amounts due to the LGU under the Project Agreements through the Calculation Date.
"Buy-Out Price B" means:
(a) The Senior Debt Amount, plus
(b) The Equity Amount, plus
(c) An amount equal to the Rate of Return on the Equity Amount compounded annually from the Effective Date (or, if later, the date any portion of the Equity Amount was actually contributed to the Company) until the earlier of (i) the Calculation Date and (ii) the Required Operations Start Date, plus
(d) Termination Costs, minus
(e) The Cash Amount, minus
(f) Any unpaid amounts due from the Company to the LGU under the Project Agreements through the Calculation Date.
"Buy-Out Price C" means:
(a) The Senior Debt Amount, plus
(b) The Equity Amount, plus
(c) An amount equal to the Future Value of the Rate of Return on the Equity Amount from the Effective Date (or, if later, the date any portion of the Equity Amount was actually contributed to the Company) until the Calculation Date, plus
(d) An amount equal to the Present Value of the Rate of Return on the Equity Amount from the Calculation Date to a date that is the lesser of (i) number of calendar years from the Calculation Date to the [•]th anniversary of the Provisional Operations Start Date and (ii) seven (7) calendar years after the Calculation Date, minus
(e) The Future Value of dividends and distributions made by the Company to its shareholders (including interest paid on shareholder loans) from the Provisional Operations Start Date until the Calculation Date; plus
(f) Termination Costs, minus
(g) the Cash Amount, minus
(h) any unpaid amounts due from the Company to the LGU under the Project Agreements through the Calculation Date;
A sample computation is provided in Schedule I-1.
"Calculation Date" means the date specified for termination in the Termination Notice issued pursuant to Section 16 of the Agreement, provided that if (a) such date stated in the Termination Notice is deferred following the terms of the Agreement and (b) during such deferred period the Parties continue to honor their payment and other contractual obligations, the Calculation Date shall mean the Termination Date.
"Cash Amount" means the aggregate amount of cash held by the Company as of the Calculation Date, including cash on hand and the credit balance of any deposit, money market, reserve, escrow, or securities accounts maintained with any bank or other financial institution.
"Equity Amount" means the amount of cash capital actually contributed or caused to be contributed by the Shareholders or their Affiliates to the Company (including indebtedness for money borrowed by the Company from a Shareholder or any Affiliate of a Shareholder which by its terms is subordinated to any indebtedness for borrowed money incurred by the Company under any Financing Agreement) as of the Calculation Date, provided that, for purposes hereof, the amount shall not exceed the Equity Commitment.
"Equity Commitment" means the cash amount required to be paid by or on behalf of the Shareholders for shares of the Company and to be provided by or on behalf of the Shareholders through loans to the Company, in accordance with the Financing Agreements.
"Principal Amount" means the amount required to repay the principal amount of the Senior Debt outstanding at the Calculation Date to the extent such principal amount was actually applied for the purpose of financing the Project.
"Rate of Return" means simple interest at the rate of [•] per cent per annum.
"Senior Debt Amount" means an amount equal to the sum of (a) the Principal Amount, (b) Accrued Interest, and (c) Breakage Costs.
"Senior Debt" means all amounts required to be repaid by the Company (excluding any indebtedness constituting Equity and any amounts to be paid or repaid in respect thereof) pursuant to the Financing Agreements in effect at the Effective Date, as those may be changed or amended following an event of default under such Financing Agreements to reflect any rescheduling or refinancing of the Senior Debt, provided that such rescheduling or refinancing does not increase the Senior Debt Amount the LGU would have been required to pay under this Schedule I if not for such rescheduling or refinancing.
"Termination Costs" means: (a) all Taxes imposed on the Company by any Government Authority of the Philippines as a result of the termination of this Agreement, the transfer of rights, title, and interest in the Facilities and the Project to the LGU, and the payment of the purchase price therefor; (b) all amounts payable by the Company with respect to the EPC Contractor's termination costs for the termination of subcontracts entered into by the EPC Contractor under the EPC Contract subject to a maximum of one-half of one percent (0.5%) of the total price of the subcontracts; and (c) all amounts payable by the Company to the EPC Contractor upon termination of the EPC Contract with respect to work completed by the EPC Contractor but not yet paid for by the Company (including out of the proceeds of Equity or Senior Debt).