"Bonds"

means the [•] bonds due [•] of the Issuer, issued at [Financial Close], in the aggregate principal amount of [•].

"Distribution"

means:

(a)  the payment of a distribution by the Private Partner (whether directly or indirectly) to its Shareholders;

(b)  any dividend, charge, fee or other distribution (or interest on any unpaid dividend, charge, fee or other distribution) (whether in cash or in kind) declared, paid or made on or in respect of share capital (or any class of share capital) in the Private Partner;

(c)  the redemption, repurchase, defeasance, retirement or repayment of any share capital of the Private Partner, including in connection with any merger or consolidation, or any resolution to do so.

"Initial Equity"

means, as at the Termination Date, the initial equity investment disbursed by the Shareholders plus any such other equity contributions approved by the Contracting Authority, less the Distributions paid by the [Private Partner] to its Shareholders as at the Termination Date.

"Issuer"

means [insert company name, registered number and country of registration]. [assuming Issuer is different entity to Private Partner].

"IRR"

means internal rate of return.

"Losses"

means all damages, losses, liabilities, costs, expenses (including legal and other professional charges and expenses), and charges whether arising under statute, contract or otherwise, internal costs or demands.

"Make-Whole Payment"

means:

(a)  in relation to termination of the PPP Contract under Clause [•] (Termination on Contracting Authority Default) [Change in Law] [MAGA], the Make-Whole Payment to be made pursuant to and in accordance with Condition [•] of the Bonds;

(b)  in relation to termination of the PPP Contract under Clause [•] (Voluntary Termination), the modified Make-Whole Payment to be made pursuant to and in accordance with Condition [•] of the Bonds; and

(c)  in relation to termination of the PPP Contract in any other circumstances, zero.

"NPV"

means net present value.

"Original Base Case"

means the financial model agreed between the Parties dated [   ] for the purpose of amongst other things calculating [insert defined term of availability payment in a "user pays" model /Equity IRR etc] [as attached at [Schedule [  ]  ], as updated from time to time in accordance with the terms of this PPP Contract.

"Outstanding Senior Debt"

means the sum of: [See Section 4.4.3]

(a)  the total amount outstanding at the Termination Date to the Lenders under any Senior Finance Documents and accrued but unpaid interest and including default interest; plus

(b)  any winding-up costs, prepayment charges [(including any Make-Whole Payments)] [except on termination for Force Majeure or Private Partner Default], costs of terminating any hedging arrangements or other breakage costs, payable by the Private Partner [or the Issuer] to the Lenders as a result of a prepayment of sums due under the Senior Finance Documents, or, in the case of early termination of interest rate hedging arrangement, as a result of termination of the PPP Contract, subject to the Private Partner[, the Issuer] and the Lenders mitigating all such costs [unless the amount, or the formula for determining the amount of such costs is fixed in advance under the terms of the relevant Senior Finance Documents];

less (without double counting):

(i)  all credit balances held on any bank accounts held by or on behalf of the Private Partner [and/or the Issuer] on the Termination Date;

(ii)  all amounts (including net hedge termination payments) payable by the Lenders to the Private Partner as a result of a prepayment of amounts outstanding under the Senior Finance Documents or termination of the PPP Contract; and

(iii)  all other amounts received or due to be received by the Lenders on or after the Termination Date and before the date on which compensation is payable by the Contracting Authority to the Private Partner as a result of enforcing any other rights that they may have.

"Senior Finance Documents"

means the finance documents entered into between the Lenders and the Private Partner for the purpose of financing the PPP Project, including [insert defined terms for relevant [loan agreements] [bond financing documents to include bond trust deed, subscription agreement (terms and conditions of the bond) and security documents].

"Sub-Contractor "Breakage Costs"

means the value of Losses that have been or will be reasonably and properly incurred by the Private Partner as a direct result of the termination of the PPP Contract, but only to the extent that:

(a)  the Losses are incurred in connection with the PPP Project and in respect of the provision of services or the completion of works, including:

(i)  any materials or goods ordered or sub-contracts placed that cannot be cancelled without such Losses being incurred;

(ii)  any expenditure incurred in anticipation of the provision of services or the completion of works in the future;

(iii)  the cost of demobilisation including the cost of any relocation of equipment used in connection with the PPP Project; and

(iv)  redundancy payments;

(b)  the Losses are incurred under arrangements and/or agreements that are consistent with terms that have been entered into in the ordinary course of business and on reasonable commercial terms, excluding loss of profits calculated over a period which is longer than [one (1) year] after the Termination Date; and

(c)  the Private Partner and the relevant sub-contractor have each used their reasonable endeavors to mitigate the Losses.

"Subordinated Finance Documents" 

means any agreements under which the Shareholders make subordinated debt available to the Private Partner. [See Section 4.2.2]

"Termination Date"

means the date on which the PPP Contract terminates in accordance with Clause [insert relevant clause number].