Appendix 6 - Financier Commitment Letter

Respondents are required to complete the Financier Commitment Letter (on Financier letterhead) and include it in Folder C of their Proposal.

[Insert State Representative's name]

State Representative

[Insert State Representative's address]

[insert date]

Dear [Sir / Madam],

[Insert Project title]

[Insert Respondent name] (Respondent) is submitting a Proposal for the delivery of the [Insert Project title] (the "Project").

We are pleased to confirm our commitment (Commitment) to provide finance to the Project on the terms of this letter and the term sheet (Debt Term Sheet) dated [#insert date] attached to this letter.

Definitions in the Debt Term Sheet apply in this letter unless specifically stated to the contrary or the context otherwise requires.  Terms used in this letter that are defined in the Request for Proposal (RFP) have the meaning given to them in the RFP.

We agree to arrange and underwrite the Senior Debt facilities for the Project [#insert details of any other finance facilities] on the terms and subject to the conditions set out in the Debt Term Sheet.

We have all necessary approvals (including credit approval) to arrange and underwrite the following amounts for each of the following facilities and at the following pricing:

In particular, we confirm:

1)  we have undertaken all necessary due diligence in respect of the Project (including the RFP and the attached Draft State Project Documents) in order to provide the Commitment and confirm that the Proposal to be submitted by the Respondent to the State and dated [#insert date] has been approved by us and incorporates all our requirements; and

2)  we have reviewed the Financial Model (as referred to in the Project Deed) and the independent audit of the Financial Model.  We confirm that we accept the Financial Model and the results of the independent audit of the Financial Model and the Financial Model accurately reflects the Debt Term Sheet.

We further confirm that our offer is not subject to any conditions other than those contemplated by the Debt Term Sheet.  Our commitment is not subject to the receipt of any tax ruling.

We confirm our willingness to enter into the Finance Documents on the basis and subject to the conditions contemplated by the Debt Term Sheet.

Our offer to arrange and underwrite the Senior Debt facilities for the Project subject to the terms of the Debt Term Sheet remains valid until [#insert date].  We confirm that the State reserves the right to seek confirmation from the Respondent's finance terms and conditions prior to the selection of a Preferred Respondent.

We recognise that certainty and speed of execution are key factors in the State's process.  We have reviewed and are aware of the State's proposed timetable for Financial Close and the Respondent's proposed timetable for achieving the State's requirements (as outlined in the Proposal).  We confirm that we believe this timetable is achievable and we will commit adequate resources and use reasonable endeavours to complete any outstanding documentation within the above timetable.

Without limiting any liability we may have to the Respondent and the Respondent Members in respect of any breach of the Terms and Conditions set out in Appendix B to the Invitation for Expressions of Interest (Terms and Conditions), we:

1)  confirm that we have read the Terms and Conditions;

2)  acknowledge the rights of the State under those Terms and Conditions; and

3)  agree for the benefit of the State that we have and will continue to comply with Clauses 5, 7.6, 7.7, 10.1 10.7, 11, 12 and 17.1 of the Terms and Conditions (as though we were and are Respondent Members) and acknowledge that these obligations will continue to apply throughout the Tender Process.

We look forward to the successful outcome of the Respondent's Proposal.