"Base Case Equity IRR"

means the Equity IRR set out in the Original Base Case.

"Distribution"

means whether in cash or in kind, any:

(a)  dividend or other distribution in respect of share capital;

(b)  reduction of capital, redemption or purchase of shares or any other reorganization or variation to share capital;

(c)  payments under any Subordinated Finance Documents; and

(d)  the receipt of any payment, contractual arrangement, transfer of asset and other benefit which is not received in the ordinary course of business and on reasonable commercial terms.

"Equity IRR"

means the projected blended internal rate of return to the Shareholders and any of their affiliates over the entire PPP Contract period, having regard to Distributions made and projected to be made.

"Exempt Refinancing"

(a)  any Refinancing fully contemplated in the Original Base Case;

(b)  a change in taxation or in accounting treatment;

(c)  the exercise of rights, waivers, consents and similar actions which relate to day to day administrative and supervisory matters, and which are in respect of:

(i)  breach of representations and warranties or undertakings;

(ii)  movement of monies between the project accounts in accordance with the terms of the Senior Finance Documents;

(iii)  late or non-provision of information, consents or licenses;

(iv)  approval of revised technical and economic assumptions in relation to the Financial Model;

(v)  failure by the Private Partner to obtain any consent by statutory bodies required by the Senior Finance Documents; or

(vi)  voting by the Lenders and the voting arrangements between the Lenders in respect of the levels of approval required by them under the Senior Finance Documents;

(d)  any sale of shares in the Private Partner by the Shareholders.

(e)  [any ordinary market dealings in bonds.]

"Financial Model"

means the financial model [provided by the Private Partner as part of its bid/agreed between the Parties prior the date of the PPP Contract] and as amended from time to time.

"Net Present Value"

means the aggregate of the discounted values, calculated as of the estimated date of the Refinancing, of each of the relevant projected Distributions, in each case discounted using the Base Case Equity IRR.

"Pre-Refinancing Equity IRR"

means the Equity IRR calculated immediately prior to any Refinancing, but without taking into account the effect of such Refinancing and using the Financial Model as updated (including as to the performance of the PPP Project).

"Qualifying Refinancing"

means any Refinancing that will give rise to a Refinancing Gain greater than zero that is not an Exempt Refinancing.

"Refinancing"

means:

(a)  any amendment, variation, novation, supplement or replacement of any Senior Finance Documents;

(b)  the grant of any waiver or consent, or the exercise of any similar right under any Senior Finance Documents;

(c)  the creation of or granting of any form of benefit or interest in the Senior Finance Documents, or the creation or granting of any rights or interest in any contracts, revenues or assets of the Private Partner whether by way of security or otherwise; and

(d)  any other arrangement having been put in place by any person which has an effect similar to any of (a) to (c) above or which has the effect of limiting the Private Partner's ability to carry out any of (a) to (c) above.

"Refinancing Gain"

means a positive amount equal to (A-B) - C, where:

A = the Net Present Value of Distributions, as projected immediately prior to the Refinancing (taking into account the effect of the Refinancing and using the Financial Model as updated (including as to the actual past performance of the PPP Project) so as to be current immediately prior to the Refinancing) to be made to each Shareholder or affiliate over the remaining term of the PPP Contract following the Refinancing;

B = the Net Present Value of Distributions, as projected immediately prior to the Refinancing (but without taking into account the effect of the Refinancing and using the Financial Model as updated (including as to the actual past performance of the PPP Project) so as to be current immediately prior to the Refinancing) to be made to each Shareholder or affiliate over the remaining term of this PPP Contract following the Refinancing; and

C = any adjustment required to raise the Pre-Refinancing Equity IRR to the Base Case Equity IRR.

"Subordinated Finance Documents"

means any agreements under which the Private Partner's Shareholders make subordinated debt available to the Private Partner.