Information Memorandum

Information Memorandum
Raising USD 115 Million of IPFF Fund for

Summit Bibiyana I Power Company Limited
&
Summit Bibiyana II Power Company Limited
for
Implementation of 682MW Power Plant Projects
Lead Arranger
IDLC Finance Limited
Co-arrangers
Dutch-Bangla Bank Limited The City Bank Limited
April 2011
Disclaimer
This confidential Information Memorandum (“IM”) on Summit Bibiyana I Power Company Limited (SBCPL I) and
Summit Bibiyana II Power Company Limited (SBPCL II) (the “Borrowers”/the “Companies”) is in connection
with the proposed syndicated Term Loan Facility of USD 115M, to be raised through the Investment Promotion
and Financing Facility (IPFF), with IDLC Finance Limited (“IDLC”) referred to as the “Lead Arranger”, and the City
Bank Limited (CBL) and Dutch-Bangla Bank Limited (DBBL) as Co-Arrangers with a view to assisting the lenders
in assessing the merits of the offer.
The information, opinions and projections in this IM have been supplied by SBPCL I and SBPCL II, and they have
confirmed the Lead Arranger that to the best of their knowledge and belief and except as otherwise provided
in this IM, such information is true and fair in all material respects as on April 24, 2011 that all such opinions
are honestly held by SBPCL I and SBPCL II, that all such projections are fair and accurate in all material respects
having regard to the circumstances now prevailing and in the light of assumptions made and that the IM does
not omit any information such that its omission would make this IM or any information contained herein
inaccurate, untrue or misleading in any material respect.
IDLC, CBL and DBBL, in their role as Lead Arranger and Co-Arrangers, have not independently verified the
information, opinions or projections contained or referred to in the IM. No representation or warranty
expressed or implied is given by the Lead Arranger and Co-Arrangers as to the completeness or accuracy
thereof or of any further information, opinions or projections that may be supplied in connection with the
Facility. This IM is not, and should not be considered as a recommendation by the Lead Arranger or Co-
Arrangers that any recipient participate in the Facility and each prospective participant in the Facility should
make its own independent appraisal of, and investigation into the financial condition, creditworthiness, affairs,
status and nature of SBPCL I and SBPCL II as the basis of any credit decision.
At the request of the Borrower, this IM is being distributed to selected Banks and Financial Institutions. The
information in this IM is strictly confidential and may not be reproduced or used in whole or in part for any
purpose whatsoever other than for the purpose of determining whether to participate in the Facility, without
the written permission of the Borrowers, the Lead Arranger and Co-Arrangers. If at any time any such
reproduction or use is made, and IDLC, CBL and DBBL or the Borrowers suffer loss, damage or liability of any
kind arising out of or in connection with any such reproduction or use, the recipient of this IM breaching the
restrictions on reproduction or use shall indemnify IDLC, CBL and DBBL or the Borrowers from and against such
loss, damage or liability.
IDLC Finance Limited | Confidential 2

Contact Information
The Borrowers
Summit Bibiyana I Power Company Limited and

Ms. Ayesha Aziz Khan Mr. S.M. Noor Uddin
Director Chief Executive Officer
Summit Group Summit Bibiyana I Power Company Limited
Summit Centre Summit Bibiyana II Power Company Limited
18, Karwan Bazaar C/A, Dhaka 1215 Summit Centre
Tel: +88 (02) 9130845 18, Karwan Bazaar C/A, Dhaka 1215
Email: ayesha.khan@summit-centre.com Tel: +88 (02) 9130845
Email: noor.uddin@summit-centre.com
Mr. Azizur Rashid Ms. Zakia Sultana
Chief Financial Officer Associate Manager, Support
Summit Turbine Group Summit Industrial & Mercantile Corporation (Pvt.)
Summit Centre Limited
18, Karwan Bazaar C/A, Dhaka 1215 Summit Centre
Tel: +88 (02) 9130845 18, Karwan Bazaar C/A, Dhaka 1215
Email: azizur.rashid@summit-centre.com Tel: +88 (02) 9130845
Email: zakia@summit-centre.com
Lead Arranger
IDLC Finance Limited
Mr. M. Jamal Uddin Mr. Mesbah Uddin Ahmed
DGM and Head of Corporate Division AGM and Head of Structured Finance Department
IDLC Finance Limited IDLC Finance Limited
Bay’s Galleria (1st Floor) Bay’s Galleria (1st Floor)
57, Gulshan Avenue, Gulshan 1, Dhaka 1212 57, Gulshan Avenue, Gulshan 1, Dhaka 1212
Tel: +88 (02) 8834990 Tel: +88 (02) 8834990
Email: jamal@idlc.com Email: mahmed@idlc.com
Mr. Kazi Farhan Zahir Ms. Zurat Haque

Senior Manager, Structured Finance Department Manager, Structured Finance Department
IDLC Finance Limited IDLC Finance Limited
Bay’s Galleria (1st Floor) Bay’s Galleria (1st Floor)
Tel: +88 (02) 8834990 Tel: +88 (02) 8834990
Email: farhan@idlc.com Email: zurat@idlc.com

Co-arrangers
The City Bank Limited
Mr. M.M. Rabiul Hasan Mr. Md. Jabed Emran
Head of Structured Finance Senior Manager
The City Bank Limited The City Bank Limited
City Bank Centre City Bank Centre
Tel: +88 (02) 8813483 Tel: +88 (02) 8813483
Email: rabiul.hasan@thecitybank.com Email: jabed.emran@thecitybank.com
Dutch-Bangla Bank Limited

Mr. Mohd. Rafat Ullah Khan Mr. Mohammad Shahidul Islam
Head of Credit Division Executive Officer
Dutch-Bangla Bank Limited Credit Division (Syndication loan)
Sena Kalyan Bhaban Dutch-Bangla Bank Limited
195, Motijheel C/A, Dhaka 1000 Sena Kalyan Bhaban
Tel: +88 (02) 7176390 195, Motijheel C/A, Dhaka 1000
Email: rafat@dbbl.com.bd Tel: +88 (02) 7176390
Email: shahid99k@yahoo.com

Table of Contents
1. EXECUTIVE SUMMARY 10
1.1 BACKGROUND 10
1.2 TRANSACTION RATIONALE 10
1.3 KEY FINANCIAL INDICATORS OF THE PROJECTS 11
2. SPONSORS’ INFORMATION 11
2.1 PROFILE OF SUMMIT 12
2.2 FINANCIAL SUMMARY OF THE KEY CONCERNS OF SUMMIT 14
2.3 PROFILE OF GE ENERGY LLC 14
2.4 CONSOLIDATED FINANCIAL SUMMARY OF GE 16
2.5 BOARD OF DIRECTORS 16
3. FACILITY TERMS AND CONDITIONS 19
4. MARKET ASPECT 23
4.1 BACKGROUND 23
4.2 DEMAND-SUPPLY SCENARIO 23
4.3 MAJOR IMPEDIMENTS IN THE POWER SECTOR 24
4.4 TYPES OF FUEL UTILIZED 25
4.5 POWER SECTOR REFORM INITIATIVES 25
4.6 STRUCTURE OF THE POWER SECTOR OF BANGLADESH 28
5. THE PROJECT 32
5.1 BACKGROUND OF THE PROJECT 32
5.2 RATIONALE OF THE PROJECT 32
5.3 PROJECT SPECIFICATIONS 33
5.4 SHAREHOLDING STRUCTURE 34
5.5 MANAGEMENT PROFILE 35
5.6 PROJECT COST AND MODE OF FINANCE 37
5.7 INVESTMENT PROMOTION AND FINANCING FACILITY 37
5.8 CO-LENDERS 39
5.9 PARTIES INVOLVED 40
5.10 ENGINEERING, PROCUREMENT AND CONSTRUCTION 45
5.11 MACHINERY AND EQUIPMENT 57
5.12 TARGETED PROJECT TIMELINE 62
5.13 CURRENT STATUS OF THE PROJECTS 62
6. PROJECT AGREEMENTS 63
6.1 POWER PURCHASE AGREEMENT (PPA) 63
6.2 IMPLEMENTATION AGREEMENT (IA) 75
6.3 LAND LEASE AGREEMENT (LLA) 79
6.4 GAS SUPPLY AGREEMENT (GSA) 80
7. CIB STATUS 82
7.1 CIB STATUS 82
8. SOCIAL & ENVIRONMENTAL IMPACT ASSESSMENT 83

8.1 BACKGROUND 83
8.2 INITIAL ENVIRONMENTAL EXAMINATION (IEE) 83
8.3 SOCIAL AND ENVIRONMENTAL IMPACT ASSESSMENT 84
9. RISKS MITIGATION 86
9.1 POLITICAL RISK 86
9.2 CONSTRUCTION AND PROJECT IMPLEMENTATION RISK 86
9.3 TECHNOLOGY AND OPERATIONAL RISK 86
9.4 RAW MATERIAL RISK 87
9.5 FOREIGN EXCHANGE RISK 87
9.6 SOCIAL AND ENVIRONMENTAL RISK 87
9.7 PAYMENT RISK 87
9.8 TRANSMISSION RISK 87
10. FINANCIAL ASSUMPTIONS 88
11. ANNEXURE 89

List of Document Source
Project/Company Documents
 Project Profile by Summit
 Letter of Intent (LOI) issued to SBPCL I and SBPCL II by the Power Cell, Ministry of Power, Energy and Mineral
Resources, and Bangladesh Power Development Board (BPDB)
 MEMART of SBPCL I and SBPCL II
 Form XII of SBPCL I and SBPCL II
 Certificate of Incorporation of the two companies
 Audited Financials of the Key Concerns of Summit
 Draft Projects Agreements (Power Purchase Agreement, Implementation Agreement, Gas Supply Agreement and
Land Lease Agreement)
 Profile of GE Energy LLC
 TOR for IEE and SEIA (as prepared by Bangladesh Centre for Advanced Studies)
Information provided by Relevant Parties

 Machinery, Equipment and Technical Specifications (by Sponsor)
 Draft Terms and Conditions for EPC Agreement (by Sponsor )
 Project Implementation Schedule (by Sponsor)
 Financials of GE Energy LLC (by Sponsor)
 Profile of Hoda Vasi Chowdhury and Co. (by Sponsor)
 Profile of DFDL Mekong (by Sponsor)
External Resources
 Bangladesh Power Development Board (www.bpdb.gov.bd)
 Rural Electrification Board (www.reb.gov.bd)
 Ministry of Power, Energy and Mineral Resources (www.powerdivision.gov.bd)
 Power Grid Company of Bangladesh (www.pgcb.org.bd)
 Dhaka Electric Supply Company Limited (www.desco.com)
 Dhaka Power Distribution Company Limited (www.dpdc.org.bd)
 International Finance Corporation (www.ifc.com)
 Asian Development Bank (www.adb.org)
 Standard Chartered Bank (www.standardchartered.com)
 Infrastructure Development Company Limited (www.idcol.org)
 Lahmeyer International (India) Pvt. Limited (www.liindia.com)
 Bangladesh Centre for Advanced Studies (www.bcas.net)
 Shandong Electric Power Engineering Consulting Institute Corp. Limited (www.sdepci.com)
 Lanco Infratech Limited (www.lancogroup.com)
 Projected Demand Supply Gap Information (http://www.thedailystar.net/newDesign/ photo_gallery.php?
pid=178954)

Abbreviations
ADB Asian Development Bank
AD Ratio Advance-Deposit Ratio
BCAS Bangladesh Centre for Advanced Studies
BPDB Bangladesh Power Development Board
BOT Build-Own-Transfer
BTU British Thermal Unit
CEI Chief Electric Inspector
COD Commercial Operation Date
CRR Cash Reserve Ratio
CY Contract Year
DESCO Dhaka Electric Supply Company
DOE Department of Environment
DPDC Dhaka Power Distribution Company Limited
EA Office of the Electric Advisor
ECC Environmental Clearance Certificate
EIA Environmental Impact Assessment
EPC Engineering, Procurement and Commissioning
GE General Electric Company
GOB Government of Bangladesh
GSA Gas Supply Agreement
GW Giga Watt
HRSG Heat Recovery System Generator
IA Implementation Agreement
IDB Islamic Development Bank
IDCOL Infrastructure Development Company Limited
IEE Initial Environmental Examination
IFC International Finance Corporation
IPFF Investment Promotion and Financing Facility

IPP Independent Power Producer
ITF Interconnection and Transmission Facility
IWPP Independent Water and Power Plant
LLA Land Lease Agreement
LOI Letter of Intent
MIGD Million Imperial Gallons per Day
MPEMR Ministry of Power, Energy and Mineral Resources
MSCF One Thousand Standard Cubic Feet
O&M Operations and Management
PBS Palli Bidyut Samity
PFI Participating Financial Institution
PGCB Power Grid Company of Bangladesh
PPA Power Purchase Agreement
REB Rural Electrification Board
RJSC Registrar of Joint Stock Companies and Firms
SBPCL I Summit Bibiyana I Power Company Limited
SBPCL II Summit Bibiyana II Power Company Limited
SCC Site Clearance Certificate
SEIA Social and Environmental Impact Assessment
SLR Statutory Liquidity Requirement
S&P Standard and Poor's
TOR Terms of Reference
USD US Dollars

1. EXECUTIVE SUMMARY
1.1 BACKGROUND
Power and energy forms the most integral part of the economic development of a country. However, the
growing demand-supply gap in the power sector of Bangladesh is the largest impediment to our growth.
Regular load shedding has become a common phenomenon for Bangladesh. Energy crisis is causing an annual
loss of GDP of around 2%.
In an attempt to control the reeling power crisis, the government has undertaken various initiatives to boost
power generation, namely by commissioning a number of new power plants, exploring alterative fuel sources
to reduce dependency on natural gas as the main fuel source, diverting gas from fertilizer factories to power
plants etc. Power crisis causes production loss of approximately USD 1.33B to export oriented industries every
year.
In this connection, the Power Cell of the Ministry of Power, Energy and Mineral Resources and Bangladesh
Power Development Board (BPDB) initiated two separate bidding processes for the two power plant projects at
Bibiyana, Sylhet, having capacity of 341MW each. A total of seven bidders participated for the Bibiyana I power
plant, and four bidders participated for the Bibiyana II power plant. Subsequently, two Letters of Intent (LOI)
were issued on November 14, 2010 by the Power Cell of the Ministry of Power, Energy and Mineral Resource
(MPEMR), and on November 22, 2010 by Bangladesh Power Development Board (BPDB), for the power plant
projects of Summit Bibiyana I Power Company Limited (SBPCL I) and Summit Bibiyana II Power Company
Limited (SBPCL II) respectively. The two companies were incorporated as joint-ventures of Summit Industrial
and Mercantile Corporation (Pvt.) Limited and GE Energy LLC, a wholly-owned subsidiary of General Electric
Company.
The two companies will be responsible for building, owning, commissioning, operating, insuring and
maintaining the facilities till the end of the agreement term.
The two power plant projects, with a total capacity of 682MW, are perceived as a timely and much-awaited
initiative in response to the reeling power crisis situation of the country. Summit, the major sponsor of the
project, is the undisputed leader in private sector power generation in the country. Moreover, GE Energy LLC,
another sponsor to the projects and the major equipment supplier, is one of the leading conglomerates in the
world, with extensive experience of establishing a large number of power plants worldwide. The present
generation capacity of Summit is around 600MW with another 1,200 MW power plant projects in the pipeline.
On the other hand, GE has project experience of over 65,000 MW related to power plant project
implementation worldwide.
Considering the nature and scale of the two projects, a number of local and international parties have been
engaged to carry out studies on various aspects of the two projects. Moreover, the large financing requirement
has made it necessary to involve multilateral financing institutions like International Finance Corporation (IFC),
Asian Development Bank (ADB) and Islamic Development Bank (IDB); institutions specialized in infrastructure
financing, such as IDCOL; and specialized fund like Investment Promotion and Financing Facility (IPFF) etc.
1.2 TRANSACTION RATIONALE

With the success in various important sectors of the economy, Summit has been continually expanding its
business particularly in the development of infrastructural facilities of the country. Responding to the ever

growing mismatch in the electricity demand-supply scenario of the country, as well as extensive initiatives
being undertaken for development of this sector, Summit has been keen on establishing a number of power
plants under different concerns of the group, while planning to invest even more in this sector in the years to
come.
Accordingly, Summit has partnered with GE Energy LLC to participate in the bidding process to establish two
341MW power plants at Bibiyana, Sylhet. The extensive global experience of GE, along with the local expertise
of Summit, will compliment each other to ensure successful implementation of this project.
1.3 KEY FINANCIAL INDICATORS OF THE PROJECTS

Particulars (in USD M) CY 1 CY 2 CY 5 CY 10 CY 15 CY 18

Revenue 43 44 47 55 65 71
Operating Profit 37 37 39 45 47 49
Net Profit 17 18 21 29 35 38
Total Assets 325 318 310 294 268 263
Total Liability 227 219 189 116 17 12
Net Worth 98 99 121 178 251 251
Particulars (in USD M) CY 1 CY 2 CY 5 CY 10 CY 15 CY 18
Revenue 44 45 49 58 69 76
Operating Profit 38 38 41 48 51 54
Net Profit 21 21 25 34 40 43
Total Assets 293 286 279 266 244 239
Total Liability 203 196 170 105 18 13
Net Worth 90 90 109 161 226 226
*CY refers to Contract Year

2. SPONSORS’ INFORMATION
2.1 PROFILE OF SUMMIT
Summit Power Limited (SPL)

Summit Power Limited (SPL), sponsored by Summit Group, is the first Bangladeshi Independent Power
Producer (IPP) in Bangladesh and until now the only local company in private electricity generation and supply
business providing power to national grid. SPL was incorporated in Bangladesh on March 30, 1997 as a Private
Limited Company. On June 7, 2004 the Company was converted to Public Limited Company under the
Companies Act 1994.
Summit Power Limited in the year 2001, has successfully established three power plants of 11 MW capacity
each, for sale of electricity to Rural Electrification Board (REB) on Build, Own and Operate basis at Savar,
Narsingdi and Comilla. During 2006 and 2007 in each of the above three places, 2nd unit was commissioned
enhancing the capacity of SPL to 105 MW. In 2009, SPL with its 99% owned two subsidiaries has established 4
new power plants raising its capacity to 215 MW. In 2011, SPL has commissioned another power plant of 102
MW capacity at Narayanganj under Summit Narayanganj Power Limited, where SPL has 55% ownership.
In association with its parent company Summit Industrial & Mercantile Corporation (Pvt.) Ltd. (SIMCL), SPL has
also participated and became lowest bidder in three more power plants tender and expected to sign contracts
with BPDB for establishment of 52 MW Summit Shantahar, 104 MW Summit Saidpur and 104 MW Summit
Amin Bazar Power Plants. These are 15 years term IPP is expected to be commissioned by 3rd quarter of 2012.
Considering the immense opportunities, the company is striving to establish more power plants around the
country. The fast-growing company has set a mission to expand the company with a power generation capacity
to the tune of 1000 MW, which is a modest 20% of the electricity requirement in Bangladesh.
Khulna Power Company Limited (KPCL)

KPCL was established as a joint-venture of Summit Industrial and Mercantile Corporation (Pvt) Limited, and
United Enterprises. The first Independent Power Producer (IPP) of the country, KPCL operates to barge-
mounted power plants, Tiger I and Tiger II at Khulna, with a total generation capacity of 114MW. In
recognition of its relentless pursue for quality, KPCL has received both ISO 9002 for Quality Management
System (QMS) and ISO 14001 Certification for excellence in environmental system. KPCL is currently listed with
both Dhaka and Chittagong Stock Exchanges.
Summit Group of Companies is one of the leading private sector conglomerates of Bangladesh comprising a
chain of twenty synergic business units ranging from power to shipping to communications. As an intelligence
driven organization, Summit has a human resource base of about 2000 highly capable people.
Summit Industrial & Mercantile Corporation Limited (SIMCL)

SIMCL is the core of Summit. It is a holding company established in 1985 sponsoring nineteen different
companies of Summit, with a significant interest in integrated infrastructural development. SIMCL is highly
regarded for its efficient and ethical business practices with a reputation of excellence and innovation, having a
net worth of BDT 8,000M (USD 115 million).

SIMCL being a stakeholder in nineteen different companies is responsible for financing a substantial number of
projects undertaken by these companies and has a direct impact on the sustained growth of these companies.
While SIMCL itself is a private limited company, four of its holdings, Summit Power Ltd., Summit Alliance Port
Ltd., Oceans Containers Ltd. and Khulna Power Company Ltd. are publicly listed in the Dhaka Stock Exchange
(DSE) and Chittagong Stock Exchange (CSE).
As a part of its business strategy Summit continues to grow, implementing innovative and pioneering ideas to
empower the infrastructure of Bangladesh. Other entities of Summit include:
Summit Turbine Group

i. Summit Bibiyana-I Power Company Ltd.
ii. Summit Bibiyana-II Power Company Ltd.
iii. Summit Meghnaghat Power Company Ltd.
Together, these projects have over 1,000 MW under development.
Summit Communications Limited (SCL)

SCL holds a Nationwide Telecommunication Transmission Network (NTTN) license and provides fiber optic
backbone connectivity to over 35 clients namely Airtel, Qubee, Banglalion in Dhaka. SCL is expanding its fiber
optic connectivity nationally and internationally.
Cosmopolitan Traders (Pvt.) Limited (CTPL)

CTPL is a member of the Dhaka Stock Exchange. CTPL along with SIMCL and SHL is in the process of acquiring a
commercial bank, leasing company and a general insurance company.
Cosmopolitan Finance Limited (CFL)

CFL is currently in its development stage, holding a license to operate as a merchant bank in Bangladesh.
Summit Shipping Limited (SSL)

SSL owns 6 oil tanker vessels and it is the only indigenous Bangladeshi company to be engaged in liquid fuel
supply to power plants. SSL is in the process of acquiring 2 ocean going tankers each of 20,000 MT capacity and
2 more coastal tankers within this year. SSL has also implemented ISO 9002 Quality Management System
(QMS) in 2001. It is the first ISO 9002 certified shipping company in Bangladesh.
Summit Alliance Port Limited (SAPL)

SAPL is an off-dock port service provider including ICD (Inland Container Depot) and CFS (Container Freight
Station) services. It also has two purpose-built warehouses, comprising a total of 82,000 square feet, for
handling export cargo. SAPL is currently setting up a river terminal in Naryanganj, the first of its kind in
Bangladesh.
Ocean Containers Limited (OCL)

OCL is the largest privately owned off-dock container port in Bangladesh. It is also the frontrunner for Inland
Container Depot (ICD) and Container Freight Stations (CFS). It currently caters to 35% of the country’s
containerized export cargo and 10% of containerized import cargo. OCL´s clientele includes some of the largest
shipping companies of the world including Maersk, APL, Hapag-Lloyd and Yang Ming Line amongst others.
United Summit Coastal Oil Limited (USCOL)

USCOL is an oil management company set up to complement the activities of some other ventures of the
group. It’s the first private organization of its kind in Bangladesh. The chief goal of this company is to fulfill the
requirements of furnace oil for different power generating companies of the country.
2.2 FINANCIAL SUMMARY OF THE KEY CONCERNS OF SUMMIT

The following table summarizes the major financials of the key concerns of Summit (in BDT M), as per audited
financial statements of 2010.
Total
Name of the Concern Revenue Net Profit Total Assets Equity
Liability
Summit Alliance Port Ltd 283.65 1,040.40 2,891.06 351.74 2,539.32
Ocean Containers Ltd 290.72 70.26 1,523.30 227.24 1,296.06
Khulna Power company Ltd 7,945.76 648.82 6,272.74 3,253.71 3,019.02
Summit Power Ltd (consolidated) 3,601.68 1,147.86 14,746.21 6,202.31 8,483.62
Summit Industrial & Mercantile

5,222.88 5,187.75 15,014.07 968.84 14,045.22
Corporation (Pvt.) Ltd.
Summit Shipping Ltd (As per half

73.58 33.20 815.53 262.01 553.52
yearly report 30 June 2010)
Cosmopolitan Traders (Pvt.) Ltd.

(As per audited financial 216.42 205.49 4,724.51 1,057.54 3,666.97
statement of 2009)
2.3 PROFILE OF GE ENERGY LLC

GE Energy LLC (GEE) was established in 2005 as a wholly-owned subsidiary of General Electric Company (“GE”),
one of the leading conglomerates since 1892. Under its parent company, GEE has successfully implemented a
number of large power projects, as has been summarized below.
Development Experience
GE is widely experienced in co-development and ownership of large infrastructure projects throughout the
world, especially in the power sector. It has co-developed over 70 (seventy) power and 5 (five) water projects,
in addition to having co-ownership of over 26,000 MW and 100 MIGD plants globally.

Technical Experience
GE has experience of over 100 years and 60 years respectively in designing and constructing a large number of
power plants desalination plants, with total installed capacity of around 65,000MW and 300MIGD. Moreover, it
has operational experience of over 18,000MW and 100MIGD.
Gasification Experience
GE is a leader in gasification since 1950. They have a gas turbine installed base of more than 3GW in 15 plants
operating on low BTU fuels, with operating hours of over 1,000,000.
Project Execution Experience

GE has a strong portfolio of executing numerous power projects and desalination projects of different sizes
under various project structures, including execution of the 2,750MW Marafiq IWPP power plant project in
Saudi Arabia, 53MGD Hamma Desalination plant in Algeria etc., while providing gasification solutions to over
65 facilities worldwide.
Commitment to Quality
GE’s commitment to deliver quality projects on time, while maintaining proper safety and economic viability,
has been recognized through numerous awards and recognitions over the years. Their quality maintenance is
ensured by the Six Sigma processes used throughout its engineering and manufacturing operations.
Exceptional Technical Resources

GE’s reputation in terms of its technical excellence results from its human resources that comprise of
individuals and groups with specific experience in design, engineering, construction, commissioning, and
operation of power plants, as well as management experience in creating teams to carry out all technical and
schedule requirements.
Strong Financial Resources

A credit rating of AA+ from S&P and strong financial performance enables GE to meet practically all-
foreseeable financial requirements.
Turnkey Contract Negotiating Skills

GE has strong relationships with all the major suppliers of power equipment enabling it to negotiate the most
competitive prices.
Arrangement of Competitive Financing

GE has direct access to the international finance community and strong relationships with banks and export
credit agencies.

Global Reach
GE operates in more than 100 countries with over 125 years of experience, with over 300,000 employees
worldwide.
2.4 CONSOLIDATED FINANCIAL SUMMARY OF GE

The following table summarizes the major financials of GE (in USD M) as of 2010:
Gross Operating Total Fixed Long term Total

Sales Net Profit
Profit Profit Assets Assets Liabilities Equity
150,211 19,568 12,623 11,644 745,900 66,214 293,323 124,198
2.5 BOARD OF DIRECTORS

Following is a brief profile of the Board of Directors of SBPCL I and SBPCL II.
Mr. Muhammed Aziz Khan, Chairman and Managing Director

Mr. Muhammed Aziz Khan is a pioneering leading business personality in power sector of Bangladesh. After
graduation, Mr. Khan did his MBA in 1980 from the Institute of Business Administration (IBA), University of
Dhaka. Mr. Khan has established himself as a dynamic and proactive entrepreneur who has built Summit
recognized as the largest infrastructure conglomerate of Bangladesh. He is the Chairman of Khulna Power Co.
Ltd., country’s first Independent Power Producer (IPP). Mr. Khan helped to formulate the Private Sector Power
Generation Policy of Bangladesh. He has 37 years of business experience, setting up country’s first Inland
Container Depot (ICD)-Ocean Container Ltd, First Tanks Terminal- Summit United Tanks Terminal (now known
as South Eastern Tanks Terminal). Mr. Khan has been the Founder President of Bangladesh Energy Companies
Association (BECA) since 2001, which is formed to represent and to promote the interests of private sector
business organizations engaged in the energy sector. Mr. Khan has set up Siraj Khaleda Trust - a social wing of
Summit, which is setting up 200 beds for medical services on charitable basis in Dhaka Cantonment. He
enthusiastically takes part and contributes to social activities such help to acid burn and drug victims to
mention a few amongst host of other activities.
Mr. Jafer Ummeed Khan, Director

Mr. Jafer Ummeed Khan was born on 10 May, 1957. After completing his studies in the United Kingdom, he
returned to Bangladesh and joined Summit in 1987. He spearheaded the development and expansion of
Summit, particularly of Summit Industrial & Mercantile Corporation (Pvt.) Ltd and later on, of Summit Power
Ltd. Because of his valuable contribution in the power sector in Bangladesh, Mr. Jafer Ummeed Khan was
unanimously elected as the Vice President of Bangladesh Energy Companies Association. Mr. Jafer Ummeed
Khan was appointed as Director of Summit Shipping Ltd. in March, 2009 and took over as the Managing
Director in October, 2009. Mr. Khan traveled to many countries of the world to procure quality vessels to add in
the fleet. Starting with 2 coastal oil tankers, the company now has six tankers in its fleet and is in the process of
adding two mother vessels of 20,000 MT capacities each.

Mr. Latif Khan, Director
Mr. Latif Khan was born on 28 December 1958 in Dhaka. He pursued BA in Public Administration at Dhaka
University, and subsequently left for higher studies to the U.S. in 1981. There, he worked for over 15 years in
the financial sector. He was a stockbroker and a financial analyst at Prudential Insurance of America where he
received numerous sales achievement awards and worked as a Financial Officer at Wells Fargo Bank. He
returned to Bangladesh in 1997 and thereof joined Summit as the Managing Director of Summit Shipping
Limited. Mr. Khan has established himself as a sound dynamic businessman of the country. Currently he is
holding the position of Vice Chairman of Summit Power Ltd.
Mr. Muhammad Farid Khan, Director

Mr. Muhammad Farid Khan was born in 1960. He is a business graduate from Dhaka University. Mr. Khan is
involved in business since 1980. He started his business career with trading in plastic compounds, fertilizer and
other commodities. He has been an integral part of Summit and pioneered export of molasses and fertilizer
from Bangladesh. Mr. Muhammad Farid Khan has been able to prove to be an entrepreneur with special skill
and expertise in establishment and development of new projects. He was solely instrumental in setting up
Liquefied Petroleum Gas (“LPG”) project and storage tank terminal at Mongla under Khulna district. He is also
holding the position of Director in other associate companies in Summit.
Ms. Ayesha Aziz Khan, Director

Born in 1981, Ms. Ayesha Aziz Khan completed her graduation in Economics and Business from the University
College of London (UCL) in 2002 and Masters in Business Administration (MBA) from the Columbia University,
New York, USA. Presently Ms. Khan holds the position of Director in several other companies of Summit Group.
Ms. Khan has extensive experience in power sector of the country specifically in financial management for
power generation companies, infrastructure finance and structured finance. In her career, she has financed
multiple power projects, which includes - Summit Uttaranchal Power Company Limited (SUPCL) Summit
Purbanchal Power Company Limited (SPPCL), Summit Narayanganj Power Limited and Summit Power Limited.
Her career as Director Finance has been enriched due to her expertise in building client & partner relationships
and taking ownership of deal shaping and contract negotiations, reporting to the Board in the preparation of
budgets and financial reports, including income statements, balance sheets, tax returns and reports for
Government regulatory agencies, contributing the achievement of the company objectives by providing advice
and guidance on financial strategy, overseeing all accounting procedures and systems used by the Company,
meeting with the Board of Directors regularly to keep them informed and to offer direction, reviewing reports
and analyze projections of sales and income against actual figures and suggests methods of improving the
planning processes, assessing the long term financial trends and review prospects for future growth of income
in conjunction with the Board, and ensuring the Company meets its financial and legal responsibilities. She is a
valuable member of SAARC Chamber of Commerce and Industry, Federation of Bangladesh Chamber of
Commerce & Industry (FBCCI), and Prime Minister's business delegation to India & United States of America.
Mr. Faisal Karim Khan, Director

Mr. Faisal Karim Khan was born on 29 July, 1985. He has completed Mechanical Engineering with Finance
Degree from the University of London, UK in 2007. From February 2007, he engaged himself with Summit as
Director of Ocean Containers Ltd. and Summit Alliance Port Ltd. After that he has increased his responsibilities

by taking up the directorship of Summit Industrial & Mercantile Corporation (Pvt.) Ltd. and Cosmopolitan
Traders (Pvt.) Ltd. Later on, he was appointed as Director of Summit Shipping Ltd. in March, 2009.
Mr. John Stephens, Director

Mr. John Stephens was born in South Dakota, USA. He completed his graduation with a B.A Degree in
Economics and Foreign Business in 1974 from Lehigh University. Mr. Stephens joined GE in 1981 and has held
a series of assignments within GE Environmental Systems, Domestic Apparatus and Engineering Services,
Systems Marketing Operation and Industrial Sales. In 1990, he left GE after being appointed Vice-President
and General Manager of American Energy – the unregulated energy affiliate of Potomac Electric Power
Company in Washington D.C. He re-joined GE in 1992, working for the Industrial & Power Systems Sales
Department in Schenectady, N.Y. as Project Development Manager/Project Director Samalayuca II. In 1994, he
was appointed the Manager of Global Project Development for GEPS. In 1996, he assumed his current position
as Manager, Global Development and Strategic Initiatives. In mid 2002, he assumed the additional
responsibility of integrating and managing, on a going-forward basis, all GE Wind Energy Project Development
Activity worldwide and his current responsibilities.
Ms. Laurence Ibrahim, Director

Ms. Laurence Ibrahim was born in Ethiopia. She holds a Bachelor of Science in Finance from the Georgetown
University. Prior to joining GE in October 2008, she had over 15-years experience in demonstrated
infrastructure projects, with impressive track record in business development, project financing, commercial
negotiation, financial advisory, credit administration, project execution, operations and asset management
from the perspective of various parties including ECA, EPC firm, commercial bank, private equity firm and
consulting firm. Ms. Laurence joined GE as a Project Development Manager in the Global Development and
Strategic Initiatives Group, and is currently based in Dubai. Her primary focus is to drive growth through
strategic development initiatives and contribute to GE Energy’s continued stronghold in the Middle East.
Ms. Laurence Ibrahim will represent GE on behalf of Mr. John Stephens in case of his absence from scheduled
board meetings.

3. FACILITY TERMS AND CONDITIONS
3.1 Parties Involved
The Borrowers Summit Bibiyana I Power Company Limited

Lead Arranger & Facility IDLC Finance Limited

Agent for IPFF Fund
Co-Arranger and Account Dutch-Bangla Bank Limited (DBBL) and

Banks
The City Bank Limited (CBL)
Shareholding of the Shareholders SBPCL I SBPCL II

Borrowers
Summit Industrial and Mercantile 79.9862% 79.9826%
Corporation (Pvt) Ltd
GE Energy LLC 20.000% 20.000%
Cosmopolitan Traders (Pvt.) Limited 0.0023% 0.0029%
Summit Holdings Limited 0.0023% 0.0029%
Mr. Muhammed Aziz Khan 0.0023% 0.0029%
Mr. Muhammad Farid Khan 0.0023% 0.0029%
Mr. Latif Khan 0.0023% 0.0029%
Mr. Jafer Ummeed Khan 0.0023% 0.0029%
Total Shareholding 100.00% 100.00%
Syndicated lenders/IPFF A diverse group of PFIs (Participating Financial Institutions)

Facility Providers
Legal Counsel to the Lenders Any competent lawyer/law firm practicing in Bangladesh and/ or common
legal counsel to all lenders of the project companies.
Auditor Any competent reputed accounting firm operating in Bangladesh
3.2 Facility Structure
Project Cost and Means of Total Project Cost: USD 556M, comprised of the following:
Finance
 Debt requirement: USD 389M, or 70% of the project cost, comprising
of:
o IFC (International Finance Corporation): USD 117M
o ADB (Asian Development Bank): USD 117M
o IDCOL (Infrastructure Development Company Limited): USD 40M

o IPFF (Investment Promotion & Financing Facility): USD 115M
 Borrower’s equity: USD 167M, or 30% of total project cost
Purpose Implementation of Bibiyana I and Bibiyana II gas-fired power plants,

having generation capacity of 341MW each
Availability Period Subject to fulfillment of the conditions precedent (as detailed in the
section “Other Terms and Conditions”), the Facility will be available for
drawdown within 42 months from the date of signing the Facility
Agreement
3.3 Facility: Term Loan Facility under IPFF
Facility Amount  USD 115M as IPFF fund (denominated in US Dollars)
 The total facility will be interchangeable between Bibiyana I and II and

the exact allocation will be firmed up at Financial Close
Interest Rate Floating Interest Rate: 6- month LIBOR + 2.00% (including Bangladesh
Bank’s Margin). The interest rate will be reviewed on semi-annual basis as
per changes in the LIBOR.
Tenure and Moratorium 18 years starting from the date of first disbursement, including 3 years
Period principal moratorium period
Interest Payment Interest will be calculated on the actual number of days elapsed over a
360-day year and payable in arrears at the end of each Interest Period.
Principal Repayment Principal repayment shall be made through equal quarterly installment
and shall begin at the end of the moratorium period.
Security  First Ranking Pari Passu charge, registered with RJSC, over all current
and future fixed and floating assets, book debts, receivables, stocks
and inventories of the Borrowers, with Irrevocable General Power of
Attorney (IGPOA) in favor of the syndicated co-lenders, hedge
providers, and working capital providers of the project companies to
sell the hypothecated assets
 Lien on Shares of the Borrowers (in proportion with other co-lenders)
 Assignment of project cash flow by way of Escrow Account Mechanism

for disbursement and collection of revenue with all other lenders of
the project companies.
 Establishment of a DSRA (Debt Service Reserve Account) with one of
the PFIs under IPFF Facility only, for maintaining an amount equivalent
to at least one quarter’s installment (including principal and interest)
 Assignment of benefits under all insurance policies from insurance of
relevant moveable and immoveable assets of the Borrowers, in favor
of the syndicated/co-lenders of the project companies
 Assignment of benefits under the Equipment Supplier’s Performance

Guarantee, Liquidated Damage, Warranty, etc. in favor of the
syndicated/co-lenders of the project companies
 Assignment of Standby Letter of Credit issued by BPDB in favor of the
syndicated/co-lenders of the project companies
Any additional security as required by the Lenders is required to be
provided to the syndicated Lenders in respect of these facilities. All other
lending/financial covenants to be incorporated in the Facility Agreement
on a mutual consensus basis amongst the co-lenders.
3.4 Other Terms and Conditions
Conditions Precedent  Eligibility of the Borrowers will be subject to fulfillment of certain

conditions, which include but are not limited to:
 Collection of the following documents of the Borrowers:
 Certificate of Incorporation
 Trade License
 Copies of the latest MEMART (Memorandum and Articles of

Association)
 Schedule X of the Borrowers
 Approval from the Board of Directors and shareholders (in case of

EGM) of the Borrowers, authorizing availing the term loan facility
 Execution of the Facility and Security documents
 Payment of all Applicable Fees
 Clean CIB report from Bangladesh Bank
 Evidence that the Borrowers have signed all required agreements with
relevant authorities, required for their implementation and operation
 Evidence that the Borrowers have obtained all required licenses,
approvals, authorizations, consents, exemptions and declarations from
all relevant authorities, required for their operations
Any additional conditions precedent may be included, as deemed
necessary by the syndicated Lenders and the co-lenders.
Costs and Expenses All reasonable costs, charges and expenses, including those of legal
counsel and consultants or advisors etc. required for this project (whether
appointed by the Lead Arranger/Agent in consultation with the Borrower),
stamps, duties, taxes, translations, travel, along with other out-of-pocket
expenses by the Arranger, and any other relevant expenditure incurred in
the preparation, negotiation, documentation, completion and execution of
the Security Documents and syndication of the facilities by the Lead
Arranger, shall be borne by the Borrowers.

Any cost and expenses relating to the performance maintenance and
enforcement of the Security documents and/or related documents for the
account of the Borrowers, regardless of whether the transaction is
entered into or not, shall be borne by the Borrowers.
Material Adverse Change Should, in the sole opinion of the Lead Arranger, a material adverse
change occur in the financial condition of the Borrower or a material
change occur in the condition of Bangladesh or the syndication loan
market, which might directly or indirectly have a material adverse effect
on the Lead Arranger’s ability to raise the syndicated facility, the Lead
Arranger may modify the terms and conditions of this deal upon
consultation with the Borrowers.
Other Condition All other terms and conditions in the Operational Directives for IPFF
prepared by Bangladesh Bank to be strictly followed by the promoters.
Any amendments in the Operational Directives for IPFF to be followed by
the promoters and the lenders.

4. MARKET ASPECT
4.1 BACKGROUND
Power and energy forms the most integral part in the economic development of a country. However, the
reeling power crisis situation in Bangladesh is the largest impediment to our growth. At present, only 47% of
the total population in Bangladesh has access to electricity, while per capita generation is only 182 kWh –
which is one of the lowest in the world. It is estimated that the power crisis results in a GDP loss of around 2%
each year.
The following table summarizes the contribution of electricity to our overall GDP, and the historical growth rate
in the power sector of Bangladesh:
Particulars 2002-03 2003-04 2004-05 2005-06 2006-07 2007-08 2008-09
Contribution of
Electricity to GDP 1.30 1.34 1.37 1.38 1.35 1.26 1.29
(%)
Growth rate of
7.29 9.19 8.58 7.45 1.08 6.68 3.64
Electricity (%)
4.2 DEMAND-SUPPLY SCENARIO

The estimated demand as of April 2011 is 6,765MW, against an average generation capacity of 4,094MW (as of
March 2011). The following table summarizes key power sector statistics, as of March 2011, in terms of
demand and supply:
Particulars Quantity in MW
Total Installed Capacity 6,760
BPDB 3,974
IPP 1,330
SIPP and Rental 1,230
REB 226
Present Generation Capacity 6,202
Maximum demand served during March 2011 4,632

The following chart shows the maximum generation capacity over the years (as of March 2011):
The following chart provides a break-down of the generation capacity between public and private sector, based
on the total generation capacity of 5,376MW as of May 2010:
4.3 MAJOR IMPEDIMENTS IN THE POWER SECTOR

The increasing gap between electricity demand and supply can be attributed to a number of reasons:
 Around 89% of the country’s total power generation is gas-based, and hence acute shortage of natural gas
is escalating the power crisis scenario. It is estimated that gas supply shortfall is hindering addition of
around 800MW of power to the national grid.
 Not until recently initiatives were undertaken to explore alternative fuel sources such as coal and
renewable energy sources
 High system loss due to inefficient transmission and distribution system of the state-owned companies. A
reduction of 1% system loss can save around 45MW of power, which can at least reduce the frequency of
black-outs. However, the situation is now gradually improving.
 Many of the country’s power plants are very old and hence operational inefficiency is a regular
phenomenon.
 Significant electricity requirement for irrigation, which is expected to reach around 1,400MW in 2011

 Increasing demand for power resulting from rapid industrialization, as well as emerging new avenues
4.4 TYPES OF FUEL UTILIZED

In Bangladesh, the power sector has until now been mainly dependent on natural gas. This is evident from the
fact that 89% of the country’s total power generation plants used natural gas as their main source of fuel.
However, considering the depleting stock of natural gas, government and private sectors are now taking
initiatives to diversify the source of fuel by utilizing alternative fuel sources such as furnace oil, coal etc., as
well as exploring renewable energy sources.
The following table and the corresponding chart provide an idea about the fuel sources currently under
utilization (as on April 2011) for power generation in Bangladesh:
Fuel Capacity (in MW) % of Total
Coal 250.00 3.60%
Furnace Oil 170.00 2.45%
Gas 5,248.00 75.59%
HFO 275.00 3.96%
HSD 769.50 11.08%
Hydro 230.00 3.31%
Total 6,942.50 100.00%
Breakdown of Installed Capacity as per fuel types
4.5 POWER SECTOR REFORM INITIATIVES

Realizing the need to boost up power generation in Bangladesh, the government has given its highest priority
to the power sector to ensure electricity for all by 2021. In this regard, it has undertaken a number of measures
to gradually decrease the gap between power demand and supply:

 Commissioning a large number of power plants
 Exploring alternative fuel sources like liquid fuel (HFO), coal, nuclear facilities and renewable energy
sources
o Until recently, 89% of the country’s power generation was dependent on natural gas.
However, this ratio has now changed to around 76% this year, with increasing exploration and
utilization of alternative fuel sources
o Planning to generate one-third of the country’s total power by utilizing coal as the primary
fuel
 Diverting gas from fertilizer factories to power plants during irrigation season, considering over 1,400MW of
power requirement for irrigation this year
o Five major fertilizer factories will be shut down to divert around 250 Million cubic feet of gas
per day to power plants
 Development of transmission and distribution capacity to supply power generated in upcoming power
plants, as well as cross-border power import
Upcoming Power Projects

The following power plants projects are expected to be operational by the end of 2011:
SI Particulars Capacity (in MW) Fuel
1 Siddhirganj 2X120MW peaking power plant (Unit 1) 105 Gas
2 Fenchuganj 90MW CCPP 105 Gas
3 Faridpur 50MW peaking power plant 54 HFO
4 Gopalganj 100MW peaking power plant 109 HFO
5 Dohazari 100MW peaking power plant 102 Gas/HFO
6 Hathazari 100MW peaking power plant 98 Gas/HFO
7 Bera 70MW peaking power plant 71 HFO
8 Doudkandi 50MW peaking power plant 52 Gas/HFO
9 Baghabari 50MW peaking power plant 52 HFO
10 Katakhali 50MW peaking power plant 50 HFO
11 Santahar 50MW peaking power plant 50 HFO
12 Ashuganj 50MW power plant 53 Gas
13 Sylhet 150MW CCPP 150 Gas
14 Barisal (rental) 50 HFO
15 Madanganj (rental) 102 HFO
16 Meghnaghat (rental) 100 HFO

SI Particulars Capacity (in MW) Fuel
17 Khulna (rental) 115 HFO
18 Nowapara (rental) 40 HFO
19 Keraniganj (rental) 100 HFO
20 Amnura (rental) 50 HFO
21 Julda, Karnaphuli (rental) 100 HFO
22 Siddirganj (rental) 100 HFO
23 Katakhali (rental) 50 HFO
24 Shikalbaha (rental) 198 Gas/HFO
25 Ghorasal (rental) 78 Gas
26 Ashuganj-Brahmanbaria (rental) 150 Gas
27 Gazipur (rental) 50 Gas/HFO
Total Capacity 2,334
Projected Demand-Supply Gap

The following table and the corresponding chart give an idea about projected demand –supply gap on an
annual basis:
Particulars 2010 2011p 2012 p 2013 p 2014 p 2015 p 2016 p
Max Demand (in April) (a) 6,454 6,765 7,518 8,349 9,268 10,283 11,405
Generation Capacity (end of

5,936 8,042 10,116 12,629 13,660 15,882 17,649
December)
Dependable Capacity (end of

4,331 5,945 7,575 9,578 10,491 12,197 13,554
December) (b)
Max Surplus/Shortfall (a-b) (2,123) (820) 57 1,229 1,223 1,914 2,149

p
= Projected Information
Projected Demand-Supply Scenario

Projected Power Sector Statistics
The following table summarizes major power sector statistics to give an indication about the planned
improvement:
Particulars FY 2009 (Actual) FY 2013 (Projected) FY 2020 (Projected)
Transmission Line, km 8,329 9,553 12,500
Grid Substation Capacity, MVA

(a) 400 KV & 230 KV 6,625 12,910 19,075
(b) 132 KV 9,529 13,990 27,367
Distribution Line, km 2,56,143 3,30,000 4,87,558
Number of Consumers (million) 109.00 140.00 207.67
Number of Village Electrified 51,624 56,000 80,000
Per Capita Generation, kWh 184 218 450
Access to Electricity 47% 60% 90%
4.6 STRUCTURE OF THE POWER SECTOR OF BANGLADESH

The major activities in the power sector mainly comprises of overall planning and regulation, power
generation, transmission and distribution, which are undertaken by the following entities:
 Planning and Regulatory Authority
o Ministry of Power, Energy and Mineral Resources (MPEMR)
 Power Generation
o Bangladesh Power Development Board (BPDB)
o Rural Power Company Limited (RPCL)
o Independent Power Producers (IPP)
o Rental Power Plants (RPP)

 Power Transmission
o Power Grid Company of Bangladesh Limited (PGCB)
 Power Distribution
o Bangladesh Power Development Board (BPDB)
o Rural Electrification Board (REB) and Palli Bidyut Samity (PBS)
o Dhaka Electric Supply Company Limited (DESCO)
o Dhaka Power Distribution Company Limited (DPDC)
The organogram of the power sector of Bangladesh is as follows:
Power Division (Ministry of Power, Energy & Mineral Resources)
Regulators &
Policy Makers
Power Cell Office of Electric Advisor & Chief Electric Advisor
Generation BPDB APSCL RPCL (REB) IPP
Power Grid Company of Bangladesh Ltd. (PGCB)

Transmission
BPDB RPCL (REB) WZPDC
Distribution
PBS DPDC DESCO
The following section offers a brief summary of the major entities in the power sector of Bangladesh.
Ministry of Power, Energy & Mineral Resources (MPEMR)

The power sector of Bangladesh is regulated by the Power Division of the Ministry of Power, Energy and
Mineral Resources (MPEMR) under the Government of Bangladesh. The Power Division comprises of:
 Power Cell: established in 1995 to carry out certain responsibilities of the Power Division that includes
design, facilitation and monitoring of reform measures in power sector. The Power Cell has been

instrumental in power sector reform through initiation of private sector power generation, power tariff
evaluation and establishment of regulatory commissions.
 EA & CEI (Office of the Electric Advisor and Chief Electric Inspector): the office of the Electrical Advisor and
Chief Electrical Inspector (EA & CEI) is responsible for ensuring proper control and safety of life and
property in the generation, transmission and distribution facilities, as well as efficient energy utilization and
conservation in the industry. Their scope of work mainly involves inspection of installations, substation and
lines, and granting license for high tension and medium tension consumers, electrical contractors,
engineers and electricians etc. The Energy Monitoring Unit is also a sub-unit of this office.
Bangladesh Power Development Board (BPDB)

Established in 1972, Bangladesh Power Development Board (BPDB) is the main authority for planning,
construing and operating power generation and transmission facilities throughout the country. Working under
the Power Division of MPEMR, BPDB is also responsible for power distribution in the urban areas except
metropolitan city of Dhaka and its adjoining locations.
Major generation and distribution subsidiaries of BPDB include:
 Power Grid Company of Bangladesh
 West Zone Power Distribution Company Limited
 Ashuganj Power Station Company Limited
 Electricity Generation Company of Bangladesh
 North West Power Generation Company Limited
 South Zone Power Distribution Company Limited
 North Zone Power Distribution Company Limited
 Central Zone Power Distribution Company Limited
Rural Electrification Board (REB)

Rural Electrification Board (REB) was established in 1977 for distribution of power in the rural areas of
Bangladesh through construction of power distribution lines and sub-stations. It operates through a network of
co-operatives known as Palli Bidyut Samity (PBS). At present, it has 70 PBS operational in Bangladesh.
Moreover, it is also involved in electricity generation through Rural Power Company Limited (RPCL), owned by
REB and nine of its PBSs.
Power Grid Company of Bangladesh (PGCB)

The Power Grid Company of Bangladesh (PGCB) was incorporated in 1996 to ensure efficient electricity
transmission all over Bangladesh. PGCB owns and operates the national power grid, as well as undertakes
necessary expansions of the transmission network.
Dhaka Electric Supply Company (DESCO)

Dhaka Electric Supply Company (DESCO) was formed as part of the power sector reform initiative to initially
take over part of the distribution area of Dhaka Electric Supply Authority (DESA), the government agency

formerly responsible for electricity distribution within the Greater Dhaka Area. DESCO will eventually take over
all the assets of DESA as well.
Dhaka Power Distribution Company Limited (DPDC)

Dhaka Power Distribution Company Limited (DPDC) was formed under the Power Division of MPEMR in 2005,
to ensure better electricity distribution in the greater Dhaka District area. DPDC is currently responsible for
electricity distribution in the southern part of Dhaka City and adjoining townships of Narayangonj and Tongi.

5. THE PROJECT
5.1 BACKGROUND OF THE PROJECT

Summit Bibiyana I Power Company Limited (SBPCL I) and Summit Bibiyana II Power Company Limited (SBPCL II)
were incorporated in Bangladesh on December 09, 2010 and December 21, 2010 respectively, as a joint-
venture of Summit Industrial and Mercantile Corporation (Pvt.) Limited and GE Energy LLC, a wholly-owned
subsidiary of General Electric Company.
SBPCL I was awarded the contract out of a total of seven bidders in an internationally competitive bidding
process initiated by the Power Cell of the Ministry of Power, Energy and Mineral Resources. On the other hand,
SBPCL II participated in a bidding process initiated by Bangladesh Power Development Board (BPDB) and won
the project out of a total of four bidders. The Letters of Intent (LOI) were issued by the Power Cell of the
Ministry of Power, Energy and Mineral Resources (MPEMR) in case of SBPCL I, and by Bangladesh Power
Development Board (BPDB) in case of SBPCL II, on November 14, 2010 and November 22, 2010 respectively.
The two companies will be responsible for building, owning, commissioning, operating, insuring and
maintaining the facilities till the end of the agreement term.
The power plants, located at Bibiyana Sylhet, will have generation capacity of 341MW each. They will be
developed on a build, own and operate (BOO) basis.
Accordingly, the companies are in the process of signing the relevant documents, namely Power Purchase
Agreement (PPA), Gas Supply Agreement (GSA), Implementation Agreement (IA) and Land Lease Agreement
(LLA) with the respective authorities. The signing of the agreements is expected to be completed by April 30,
2011.
Considering the nature of the industry, these power projects do not face ‘demand risk’ since they are paid
‘availability’ based capacity payments and the capacity payments are sufficient to meet the debt service
obligations of the Borrowers.
5.2 RATIONALE OF THE PROJECT

With the success of Summit’s venture in various important sectors of the economy, the group has been
continually expanding its business in different areas with a view to develop the infrastructural facilities of the
country. Responding to the ever growing mismatch in the electricity demand-supply scenario of the country,
as well as extensive initiatives being undertaken for development of this sector, Summit has been keen on
establishing a number of power plants under different concerns of the group, while planning to invest even
more in this sector in the years to come.
Accordingly, Summit has partnered with GE Energy LLC to participate in the bidding process to establish two
341MW power plants at Bibiyana, Sylhet. The extensive global experience of GE, along with the local expertise
of Summit, will compliment each other to ensure successful implementation of this project.

5.3 PROJECT SPECIFICATIONS
Project Summit Bibiyana I Power Company Limited, and

Companies
Capacity 341MW each
Operational Combined cycle power plants, to be developed on a build, own and operate (BOO)
type basis
Project Location The plants will be located on the South bank of the Kushiyara river. The site is about
2km West of the N2 road (Dhaka - Sylhet National Highway) or from the Sherpur
Bridge point. The location is about 180kms North-East of Dhaka and about 45kms
South-West of Sylhet district headquarters. Administratively, it is located in the village
of Parkul in Aushkandi Union under Nabiganj Upazila of Habiganj district.
Area 10 acres each (excluding access road, switch yard etc.).
Fuel Natural Gas
Levelized Tariff  USD 3.3220 cents per kWh for SBPCL I, and
 USD 3.3972 cents per kWh for SBPCL II
Project Term 22 (Twenty-two) years from COD (Commercial Operation Date)
Equipment General Electric Company (GE)

Supplier
Date of LOI  November 14, 2010, for SBPCL I, and

 November 22, 2010, for SBPCL II
Project Agreement Authority Term

Agreements
Power Purchase Bangladesh Power Development 22 years from COD
Agreement (PPA) Board
Government of the People’s Valid until the last day

Implementation Republic of Bangladesh, and the of the term of the PPA
Agreement Power Grid Company of
Bangladesh
Gas Supply Jalalabad Gas Transmission and 22 years from COD

Agreement Distribution Company Limited
Land Lease Bangladesh Power Development 24 years from COD

Agreement Board

5.4 SHAREHOLDING STRUCTURE
Name of Shareholders No of Shares % of Shareholding
Summit Industrial & Mercantile Corporation (Pvt.) Limited 349,940 79.9862%
GE Energy LLC*. 87,500 20.0000%
Cosmopolitan Traders (Pvt.) Limited 10 0.0023%
Summit Holdings Limited 10 0.0023%
Mr. Muhammed Aziz Khan 10 0.0023%
Mr. Muhammad Farid Khan 10 0.0023%
Mr. Latif Khan 10 0.0023%
Mr. Jafer Ummeed Khan 10 0.0023%
Total Shareholding 437,500 100.0000%
*Subsidiary of General Electric Company
Name of Shareholders No of Shares % of Shareholding
Summit Industrial & Mercantile Corporation (Pvt.) Limited 279,940 79.9826%
GE Energy LLC 70,000 20.0000%
Cosmopolitan Traders (Pvt.) Limited 10 0.0029%
Summit Holdings Limited 10 0.0029%
Mr. Muhammed Aziz Khan 10 0.0029%
Mr. Muhammad Farid Khan 10 0.0029%
Mr. Latif Khan 10 0.0029%
Mr. Jafer Ummeed Khan 10 0.0029%
Total Shareholding 350,000 100.0000%
It is to be mentioned here that initially GE Infrastructure Technology Inc. (GEITI) was one of the sponsors of
SBPCL I and SBPCL II, as per the MEMART and other company documents. However, GEITI will be replaced by
GE Energy LLC as the sponsor of the two companies. All necessary approvals required for transfer of shares to
GE Energy LLC and appointment of its nominated directors has been obtained in the Board meeting on April 13,
2011. Accordingly, all relevant documents are under process of revision at RJSC.

The following table shows the authorized and paid-up capital of the two companies:
Company Authorized Capital Paid-up Capital
Summit Bibiyana I Power Company Limited BDT 1,000M BDT 4.375M
Summit Bibiyana II Power Company Limited BDT 1,000M BDT 3.5M
5.5 MANAGEMENT PROFILE
Mr. S.M. Noor Uddin, Chief Executive Officer

Mr. S.M. Noor Uddin is the Chief Executive Officer (CEO) of Summit Bibiyana I Power Company Limited and
Summit Bibiyana II Power Company Limited, responsible for the overall management of the 682MW combined
cycle power plant projects.
Mr. Noor has completed his B. Sc. and M. Sc. in Engineering (Electrical & Electronic) from BUET. He has also
attended Advanced Management Program (equivalent to Executive MBA), from Duke University, USA; Mount
Elizabeth Business Faculty, Melbourne, Australia; and Siemens Management Learning, Siemens AG, Germany.
He has also attended a number of professional and managerial training both home and abroad.
Mr. Noor Uddin served in SIEMENS Bangladesh Limited for 23 years, and lastly was the Director of the Power
Generation & Transmission Division in Bangladesh. Later, he also worked as a Director in BON Consortium
Power Company Limited. He has also been a fellow of IEB, IEEE, Bangladesh Section and Illumination Society of
Bangladesh.
Mr. Noor Uddin always aspires to undertake a leadership position in a challenging multi-cultural environment,
contributing to the development of the country’s infrastructure. His hard work has been duly recognized
through different awards from Siemens, and also the Certificate of Award from IEEE, Bangladesh Chapter of
IEEE, USA.
Mr. Md. Reaz Uddin, Chief Operating Officer

Mr. Md. Reaz Uddin is the Chief Operating Officer. He has completed B.Sc. in Chemical Engineering from BUET
in the year 1992. He later attained his MBA degree, with a major in Finance, from Victoria University,
Melbourne, Australia in 2009. Mr. Reaz Uddin has gained his professional experience by working at the AES,
Globeleq and Powerdek Berhad at Haripur 360MW Combined Cycle Power Plant, and Meghnaghat 450MW
Combined Cycle Power Plant. He was responsible for the operations and maintenance of these projects. He
also administered all facility agreements including Power Purchase Agreement, Gas Supply Agreement, Land
Lease Agreement and Implementation Agreement. He was responsible for employee recruitment, selection
and training, as well as all interfaces with regulatory agencies. He is also a Professional Fellow Member of the
'Institute of Engineers Bangladesh’.
Mr. Azizur Rashid, Chief Financial Officer

Mr. Azizur Rashid is a qualified Chartered Accountant from the Institute of Chartered Accountants of
Bangladesh. He attended Stafford House Tutorial College, London. After that, Mr. Rashid started his career in
1973 with Halpern & Wolf & Co., London. He has rendered his service for 21 years to BOC Bangladesh Limited,

in addition to having over 17 years experience of working in various accountancy firms. He is also a member of
the Foreign Investors Chamber of Commerce and Industry (FICCI) and Metropolitan Chamber of Commerce
and Industry (MCCI), Bangladesh, and the British Institute of Management.
Mr. Azharul Hoque, Director of SIMCL

Mr. Azharul Hoque FCA is serving as the Director of Summit Industrial and Mercantile Corporation (Pvt) Limited
(SIMCL), one of the sponsor companies of the two power plant projects. He is a Chartered Accountant and also
the Fellow Member of ICAB and associated with the Summit Group for the last 25 years.
Mr. A.N.M. Tariqur Rashid, CEO of Meghnaghat Power Company Limited

Mr. A. N. M. Tariqur Rashid is serving as the CEO of Meghnaghat Power Company Limited (Executive
Committee Member). With his in-depth experience on the development of power generation projects, Mr.
Rashid helped the Summit Group to prepare & finalize the technical & financial offers, prepare & finalize of
technical & financial responses pursuant to RFP, negotiate & finalize of different agreements with the Ministry /
Implementing Agencies, negotiate & finalize the equipment supply Contracts with world renowned
manufacturers, finalize the design & engineering works along with supervision & coordination works of
construction and testing and commissioning, and oversee plant operation & maintenance functions for
developing various projects.
Mr. Yusuf Salauddin, Chief Engineer

Mr. Yusuf Salauddin obtained his Bachelor of Science in Engineering (Mechanical) in 1971. He is currently
working as the Chief Engineer (Gas Turbine Group) in SBPCL I and SBPCL II. He has over 27 years of experience
of working as the project administrator/steam, gas turbine, desalination and balance of plant engineer in
Fichtner GmbH & Co. KG, a leading Consulting Engineering Company in Europe
Mr. Salauddin is a highly experienced and motivated professional with international practice in the concept,
feasibility, design, administration, financing control, construction and commissioning of multi-million dollar
process, power and desalination plants. Mr. Salauddin has attended a number of training programs both at
home and abroad with outstanding performance.
Mr. Nadeem Babar, Senior Advisor

Mr. Nadeem Babar is serving as the Senior Advisor for the Summit Bibiyana I Power Company Limited and
Summit Bibiyana II Power Company Limited. He holds a M.S. in Civil Engineering Management from Stanford
University, a B.A. in Economics from Columbia University and a B.S. in Civil Engineering from Columbia
University. He has an extensive worldwide experience in power generation, infrastructure finance & structured
finance and has developed or financed generation projects based on coal, waste coal, natural gas, low BTU gas,
residual oil, diesel, wind, hydro, geothermal, solar, waste-to-energy, biomass, and nuclear technologies. Mr.
Babar is currently serving as the Chairman of the Energy Task Force of the Chief Minister, Punjab, Pakistan,
Chairman, Punjab Power Development Board, as well as Chairman of the Board of Directors for Punjab Power
Development Company Limited, a company formed recently by the government of Punjab to promote small
renewable energy projects. He also serves as member of the Chief Minister's Economic Advisory Council. In the
past he has served on the boards of Heavy Electrical Complex, owned by the Government of Pakistan, as well
as Infrastructure Advisory Committee of the State Bank of Pakistan.

Ms. Karishma Jahan
Ms. Karishma Jahan is the in-house legal counsel for Summit Industrial and Mercantile Corporation (Pvt)
Limited, one of the sponsor companies of the two power plant projects. She is a law graduate from University
of London, United Kingdom and achieved Post Graduate Diploma in Professional Legal Skills from City
University, United Kingdom. She is the member of Supreme Court Bar Association, Bangladesh Bar Council, The
Hon’ble Society of Lincoln’s Inn, United Kingdom, and The London Court of International Arbitration, YIAG.
Prior to joining to the Summit, she worked as Associate in Dr. Kamal Hossain & Associates and as Public
Prosecutor in Anti-Corruption Commission,
5.6 PROJECT COST AND MODE OF FINANCE

The following table summarizes a break-down of the project costs for SBPCL I and SBPCL II (all amounts in USD
Million).
Particulars SBPCL I SBPCL II Total
EPC Cost 240 215 455
Project Development Cost 12 10 22
Site housing, Start up, Spares and Training 20 16 36
IDC and Finance Charges 10 9 19
Contingency 4 4 8
Other costs 8 8 16
Total 294 262 556
5.7 INVESTMENT PROMOTION AND FINANCING FACILITY
Background
The Government of Bangladesh had signed a Financing Agreement on June 1, 2006, with the International
Development Association (IDA) in connection with Infrastructure Promotion and Financing Facility (IPFF)
Project. The objective of the fund is to promote infrastructure development through private sector
entrepreneurs endorsed by GOB, with major emphasis on:
 Power projects, including power generation, transmission, distribution and services
 Port development (land, river and sea), including inland container terminals, inland container depot and
other services
 Environmental, industrial and solid waste management projects
 Highways and expressways including mass-transit, bridges, tunnels, flyovers, interchanges, city roads, bus
terminals, commercial car parking etc.
 Airports, terminals and related aviation facilities
 Water supply and distribution, sewerage and drainage

 Industrial estates and parks etc.
The initial amount of the facility was USD 50M by IDA, and USD 10M by GOB, of which USD 57.5M was to be
disbursed as facility loan for eligible projects. After completion of the initial phase and considering the success
of the facility, the World Bank has granted an additional USD 250M for disbursement during the second phase
of the project. The Bangladesh Bank margin under this facility is only 30 basis points for USD loan with floating
interest rate.
The funding mechanism for the IPFF facility for the projects is as follows:
IM Board Application Due Diligence by IIFC NOC from

Circulation Approval of to BB by and independent the World
by IDLC PFIs IDLC consultant of BB Bank
Channeling Credit to IPFF Disbursement Signing of Loan

fund to the Account Bank and Security
of IPFF Fund
Client documents
by BB
Parties Involved with IPFF
Particulars Parties Involved
Fund Provider The World Bank
Implementing Agency Bangladesh Bank
Participating Financial Institutions (PFIs) 9 banks and 7 NBFIs
Approving Authority Respective board of the PFIs, Bangladesh Bank, The World Bank
Consultant for Bangladesh Bank IIFC (Infrastructure Investment Facilitation Center)
Lead Arranger and Facility Agent IDLC Finance Limited
 The City Bank Limited, and

Co-arrangers and Account Banks
 Dutch-Bangla Bank Limited
Benefits of IPFF
The PFIs will be entitled to the following benefits in terms of IPFF financing:
 Exemption of General Provisioning requirement (1.00%) by Bangladesh Bank
 Exemption of single obligor limits of Bangladesh Bank
 Waiver of SLR and CRR for IPFF fund

 No impact on AD ratio
 Availability of long-tenor funds
5.8 CO-LENDERS
Of the total external financing requirement for the project, a significant portion will be financed by different
multilateral agencies, such as IFC, ADB, IDB etc., and local institution namely Infrastructure Development
Company Limited (IDCOL) other than IPFF. Following is a brief profile of the co-lenders to this project.
International Finance Corporation

International Finance Corporation (IFC) is a member of the World Bank Group. IFC was established in 1956 with
the objective of providing financial assistance to private sector enterprises in developing countries in the form
of loan, equity investments, bond issuance, advisory services etc. Over the years, IFC has evolved to become
the largest organization of its kind, reaching millions of people in over 100 countries worldwide, and
relentlessly working towards creating jobs, improving living standards, and building a better future. It is
involved in a variety of activities
Asian Development Bank

Asian Development Bank (ADB) is an international development finance institution headquartered in Manila,
the Philippines. Established in 1966, ADB aims at reducing poverty and improving standard of life in its 67
member countries from all around the world. They partner with governments organizations, private sector
entities, non-government organizations, development agencies, community-based organizations and
foundations to carry out their activities by providing loans, grants, equity investments, guarantees, technical
assistance etc.
Although ADB mostly finances public sector projects through working with governments of different countries,
they provide direct assistance to different private sector projects in developing countries as well, in the form of
loans, equity investments and guarantees. “Strategy 2020” has made private sector operations an integral part
of ADB’s objectives, focusing on three major agenda namely inclusive growth, environmentally sustainable
growth and regional integration.
For over forty years, ADB has supported projects in the areas of agriculture, natural resources, energy,
infrastructure, finance, industry etc. More than half of their assistance was aimed at developing infrastructural
facilities such as roads, airports, power plants, water and sanitation facilities, renewable energy projects etc.,
thus laying the foundation for economic growth of the countries. In 2010, ADB approved 21 (twenty-one)
private sector projects worth USD 2.17B.
Infrastructure Development Company Limited

Infrastructure Development Company Limited (IDCOL) was established in 1997 by the Government of
Bangladesh as a non-bank financial institution. Since its inception, IDCOL has been operating as one of the
leading players in bridging financing gap for the development of medium and large-scale infrastructure and
renewable energy projects in Bangladesh. It now stands as the undisputable market lender in terms of private
sector energy and infrastructure financing in Bangladesh.

Being a multi-donor funded financing institution, IDCOL manages funds from International Development
Association (IDA) and Global Environment Facility (GEF) to provide grants and refinancing for the promotion of
renewable energy under the Rural Electrification and Renewable Energy Development Project (REREDP); KfW,
German Financial Cooperation and GTZ, German Technical Cooperation for financing renewable energy
projects; SNV, KfW and other donors for implementing a nationwide domestic biogas and manure program;
Asian Development Bank (ADB) for financing infrastructure and renewable energy projects; Islamic
Development Bank (IDB) for financing renewable energy projects; and Global Partnership on Output-Based Aid
(GPOBA) for financing renewable energy projects.
IDCOL offers long-term financing to private-sector projects in Bangladesh from infrastructure sectors including
Power Generation, Renewable Energy, Telecommunications, Ports, Toll Roads and Bridges, Urban
Environmental Services, Gas and Gas-related Infrastructure, Water Supply, Information Technology, and other
infrastructure development projects as approved by the Government of Bangladesh
At present, IDCOL is involved in five distinct programs which are:
 Financing and/or arranging finance for large and medium private sector infrastructure projects
 Acting as Facility Agent and Security Trustee under projects
 Refinancing of micro-credit provided by NGOs/MFIs and other private entities for promotion of renewable
energy projects
 Channeling grants and technical assistance for rural infrastructure development
 Providing financial advisory services to both financial institutions and project sponsors
Organizing training courses on project finance and financial modeling
5.9 PARTIES INVOLVED

The following parties will be involved in the project to provide assistance to the borrower and/or the lenders:
Parties Involved Name of the Organization
Borrower’s Financial Advisor Standard Chartered Bank, Mumbai, India
 DFDL and
Borrower’s Legal Counsel
 Karishma Jahan, in-house legal counsel, Summit
Borrower’s Technical Advisor Lahmeyer International (India) Pvt Limited
Borrower’s Auditor Hoda Vasi Chowdhury & Co
Environmental and Social Advisor Bangladesh Centre for Advanced Studies (BCAS)
Following is a brief profile of each of these parties.
Standard Chartered Bank, Mumbai, India

Standard Chartered Bank, Mumbai has been appointed as the Borrowers’ financial advisor in relation to the
two power plant projects and their role will be as follows:
 Financial advisor in relation to raising term debt for the Projects
 Coordinate between the Sponsors/Borrower and all Lenders (multilateral lenders, IDCOL for IPFF)

 Coordinate between other Advisors (such as Environment, Legal etc.) and Sponsors/Borrower and all
Lenders (multilateral lenders, IDCOL and IDLC for IPFF)
 Develop a common term sheet and financial model for all Lenders
 Dissemination of any other Project information to all relevant parties
 Assist the Sponsors/Borrower with the documentation in relation to the term debt facilities
DFDL Mekong
DFDL Mekong is the first leading international law firm specialized in dealing with projects in the emerging
markets. Established in 1994, they have wide presence in Thailand, Vietnam, Cambodia, Lao, Myanmar
(associated firm) and Singapore, along with associate relationship firms throughout Europe, Australia, America
and other parts of Asia. They are one of the leaders in the region in terms of energy and front-end construction
practices with substantive experience in handling power sector projects. It may be noted that they have also
acted as the project counsel to AES for both the Haripur and Meghnaghat IPPs, as detailed below.
DFDL Mekong has over ninety (90) practicing lawyers in Asia with first league experience of working in energy
sector, namely power sector project financing with in-depth industry knowledge, and understanding of the
technical and business aspects of the industry and the project stakeholders. Their integrated international
practice allows them to offer a focused range of legal services, including but not limited to the following, to
project developers and sponsors, financiers and other relevant parties on energy projects across a range of
Asian countries:
 EPC contracts
 Development and financing of major energy and natural resources projects including project financings
 Concession based projects, Power Purchase Agreements, Operations and Management Agreements, Fuel
Supply Agreements and others
 Multilateral and ECA support
 Power generation projects employing both fossil and non-fossil fuel source (simple cycle, combined cycle,
co-generation plants, solar plants and hydro-power), as well as integrated gas-to-power projects
Following is a summary of the most recent energy and infrastructure projects across the world, where DFDL
Mekong has acted as the project counsel:
 AES Haripur, Bangladesh: Advising AES on, among others, the suite of project documentation, all aspects of
the development and financing of its 360MW combined-cycle gas-fired IPP including due diligence and risk
assessment of the IA, PPA, GSA, LLA and GOB Guarantee, EPC and O&M wrap agreements and support
arrangements, AES’s project agreement with the IDA (who provided PRI support), the suite of financing
documents including inter-creditor and common terms agreement, syndicated facility agreements,
accounts agreement, on-shore and off-shore security agreements, direct agreements etc.
 AES Meghnaghat, Bangladesh: Advising AES on project and financing aspects of its 450MW combined cycle
gas-fired IPP, supported by an ADB guarantee
 Nam Tha 1, Lao: Advising China Southern Grid International on a 168 MW Hydro-Project financed by a
Chinese bank, with investment of around USD 150M
 Power Transmission Project, Vietnam: Advising a bi-lateral financial institution in terms of a USD 100M loan
facility to the State Utility of Vietnam

 Airport Financing: Acting as the Local Counsel and the Project Counsel for the World Bank and PROPARCO
in relation to a loan facility of USD 25-30M in financing a BOT Project in the airport sector.
 Telecom Sector Financing: Advising ANZ Royal on various legal issues in relation to a USD 20M loan facility
granted to a local telecom company, specifically ensuring that the interests of ANZ Royal rank at least pari
passu with other lenders of the telecom company.
 Telecom Sector Financing: Advising DEG on the legality and enforceability of a USD 10M loan facility under
Cambodian law and practice, namely legal documentation, including financial and security documents,
required for the implementation of the facility.
Ms. Karishma Jahan, in-house legal counsel of Summit, will be working together with DFDL Mekong as the legal
counsel for the two projects.
Lahmeyer International (India) Pvt. Limited

Lahmeyer International (India) Pvt. Limited was founded in 1993 in India as a subsidiary of Lahmeyer
International, GmBH Germany. It has emerged as a leading Independent Consulting Engineering Company
active in the areas of energy, water resources and management, transportation, and other infrastructure
projects worldwide. It is highly recognized by all major international institutions including the World Bank,
Asian Development Bank, other Regional Development Banks, European Banks, United Nations (FAO, WHO,
UNDP etc.), National Development Funds etc. to name a few.
Lahmeyer-India offers an extensive range of advisory, planning and consultancy services to different power and
infrastructure projects under various stages of development, construction and operation, offering optimum
solution in terms of technical, economic and ecological perspective. They provide comprehensive services to all
major participants involved in project development in various roles:
 Owner’s engineer/Technical advisor: for owners, developers and/or central and state utilities
 Independent/Lenders’ engineer: for financial institutions, multilateral funding agencies, private equity
firms, hedge firms etc.
 Architect engineer: for EPC contractors
Their range of services related to infrastructure projects include:

 Surveys, investigations and reconnaissance studies
 Risk assessment, due diligence and project appraisal
 Condition assessment and asset valuation of existing facilities
 Feasibility studies and detailed project reports
 Basic and detailed design and engineering
 Preparation of specifications, evaluation of bids and procurement assistance,

Contract and construction management and site supervision and workshop inspections,
Overseeing of performance guarantee tests and
 O&M audit

Hoda Vasi Chowdhury & Co.
Hoda Vasi Chowdhury & Co. (HVC) is one the leading and oldest professional service providers in Bangladesh. It
began its journey as Chartered Accountancy firm back in 1962 under the name of A F Ferguson & Co. in the
erstwhile East Pakistan. In 1972, immediately after the independence of Bangladesh, it took the name of Hoda
Vasi Chowdhury & Co. Since then, HVC maintained an unwavering reputation of steady growth in the
competitive professional fields of the country, and maintained its reputation for professional integrity,
independence, competence, objectivity and excellence in terms of client service.
With over 250 qualified and dedicated members, HVC offers high-quality, value-added audit, taxation,
consultancy, business advisory and transaction services to a diverse and successful clientele of over 1,000 that
includes a majority of the multinational companies operating in Bangladesh, as well as the leading national
companies from various sectors. Their sectoral exposure includes, but are not limited to, banks and financial
institutions, power and energy, telecom, engineering, cement, RMG, pharmaceuticals, chemicals, international
not-for-profit organizations, multilateral development agencies, hotel chains, trading services, airlines and
shipping companies, BPO (business process outsourcing) companies etc. Their unique multination client-base
required them to extend, communicate and co-ordinate its services regularly with the Big Four accounting
firms.
Over the years, HVC has expanded its Business Advisory, Transaction Services and Management Consulting
division in order to meet the growing demands of the clients, as well as face the challenges of the emerging
economy of Bangladesh. Their major services include financial and tax due diligence, valuation services,
feasibility study, restructuring, merger and acquisitions and managing, as well as evaluating and appraising
development projects in both the public and private sectors. In addition, they also provide services in terms of
review of procurement function, vendor management, compliance audit, operational review, internal audit,
design and implementation of the financial management system, preparation of accounting manuals and chart
of accounts, development of IT systems etc.
In Bangladesh, HVC solely represents Deloitte Touche Tohmatsu (DTT), an organization delivering services in
the areas of audit, tax, consulting, and financing and management advisory services in over 140 countries
worldwide. HVC has access to all of DTT’s technical and professional support services as and when required, in
addition to continuous professional interactions, exchange of ideas, transfer of technology, and training and
development programs.
HVC has been involved with many of the leading entities of the power and energy sector of Bangladesh,
namely Khulna Power Company Limited; Covanta Bangladesh Operating Limited; Coastal Corporation, USA;
NEPC Power Consortium; Orient Energy Systems; Rural Electrification Board (REB); The TATA Power Company
Limited; Surma Energy Limited (under Lafarge); Eastern Refinery; Meghna Petroleum Limited; Jamuna Oil
Company Limited; Padma Oil Company Limited; Summit United Petroleum; FUCHS- GHL Lubricants
(Bangladesh); Eastern Lubricants; Jalalabad Gas Transmission & Distribution System Limited; Dhaka LPG etc.
Bangladesh Centre for Advanced Studies

Bangladesh Centre for Advanced Studies (BCAS) is an independent, non-profit and non-government
organization working on sustainable development at local, national, regional and global levels through policy
advocacy, research and implementation. BCAS was established in 1986, and over the years have developed to
become one of the leading non-government institutions in Bangladesh and South Asia.
They address sustainable development through four major interactive areas:
 Environment-development integration

 Good governance and people’s participation
 Poverty alleviation and sustainable livelihoods, and
 Economic growth and public-private partnership
BCAS envisions promotion of people-oriented sustainable development by applying and advancing scientific,
technical and local knowledge through research; developing workable models; demonstration; policy advocacy
and project implementation. It prioritizes integration of environment and development, encourages people’s
participation and good governance, as well as facilitates public-private partnership for poverty alleviation and
sustainable livelihoods.
To attain its core objective, BCAS works in ten major areas including:
 Natural Resources Management (NRM)
 Environment and Development
 Renewable and Conventional Energy
 Social and Economic Issues
 Trade and Sustainable Development
 Livelihoods and Poverty Reduction Strategies
 Global Change and Human Dimensions
 Policy Analysis and Training
 Governance and Advocacy, and
 Publication and Outreach
BCAS has worked with most of the leading NGOs, research institutions, universities and government agencies
in Bangladesh, South Asia and Asia Pacific. Their key regional and international partners include the United
Nations Environment Programme (UNEP); United Nations Development Programme (UNDP); USAID; DGIS, the
Netherlands; Asian Development Bank (ADB); Organization of Economic Cooperation and Development
(OECD); Department for International Development (DFID), UK and Bangladesh; Winrock International, USA;
International Institute for Environment and Development (IIED), UK; International Institute for Sustainable
Development (IISD), Canada; Stockholm Environment Institute (SEI–Boston, York), USA; Centre for the
Economics and Management of Aquatic Resources (CEMARE), University of Portsmouth, UK; Centre for Water
Policy and Development, School of Geography, University of Leeds, UK; The Jane Goodall Institute, London, UK;
RIVM, the Netherlands; Fletcher School of Law and Diplomacy, Tufts University, Boston, USA; IUCN
International; Centre for Environmental Education (CEE), India; Development Alternatives (DA), India;
Environmental Law Foundation, Sri Lanka; Sustainable Development Policy Institute (SDPI), Pakistan;
International Centre for Integrated Mountain Development (ICIMOD), Nepal; PELANGI, Indonesia; WWF
International etc.

5.10 ENGINEERING, PROCUREMENT AND CONSTRUCTION
Profile of Prospective EPC contractors

The Borrowers have short-listed three companies for undertaking the engineering, procurement and
construction activities:
 Shandong Electric Power Engineering Consulting Institute Corp. Limited (SDEPCI), China
 Lanco Infratech Limited, India
 Consortium of NEPC (The First Northeast Electric Power Engineering Co.) and Northeast China International
Electric Power Corporation, China (NEIE)
Following is a brief profile of the three short-listed prospective EPC contractors.
Shandong Electric Power Engineering Consulting Institute Corp., Ltd. (SDEPCI)

Shandong Electric Power Engineering Consulting Institute Corp. Limited (SDEPCI) was founded in 1958. It is one
of the leading power design consulting and construction service provider in China, with strong international
competitiveness. Currently it is affiliated with the State Nuclear Power Technology Corporation. With over 50
years of experience, it has successfully completed a large number of projects in 27 domestic provinces and
over 21 countries worldwide, including India, Brazil, Iraq, Venezuela etc.
SDEPCI has a Grade-A qualification for engineering consultation, electrical power design, engineering survey,
EPC, engineering supervision, project cost consulting, environmental protection engineering design, safety
assessment, project bidding agency etc.; co-management and import-export rights for overseas economic and
technological operation; EPC strength and experience for 1,000 MW ultra-super-critical thermal power project,
ultra-high voltage power transmission and transformation project and third-generation nuclear power plant
projects.
For many years, SDEPCI has consistently been one of the leading companies in China in terms of:
 Comprehensive strength ‘Top 100’ of China Survey and Design Organizations
 EPC Turnover ‘Top 100’ of China Survey and Design Industry, and
 Project Management ‘Top 100’ of China Survey and Design Industry
Under the strong leadership of State Nuclear Power Technology Corporation, SDEPCI in progress will take the
goal of creating an International Engineering Corporation with strong creativity, high degree of
internationalization, obvious differentiation advantages and prominent core competitiveness, committed to
providing our clients with quality service for the whole process of construction work, keep pace with the times
and create a splendid future with all friends.
SDEPCI provides Engineering and Consultation services for various types of power plants including thermal,
nuclear, transmission and transformation, and also clean energy.
Their track record in terms of EPC contracting includes, but is not limited to, the following:
 The company with largest capacity project in terms of EPC in China
 The first company to undertake 200MW CFB Power Generation EPC Project in China
 The first company to undertake EPC projects for five major national class Power Generation Corporations
 The first company to undertake Chinese Biomass Power Plant Demonstration Project on EPC

 The first company to construct the 220KV transmission line on EPC
 The first company to undertake the 300MW unit capacity Power Generation EPC Project in China
 The first company to undertake 600MW unit capacity Power Generation EPC Project in China
 The first National gold-key award for EPC in the Power Industry
 The first company with whole-process EPC management system in the national power industry
 One of the companies which first certified the QMHSE management system
 The only company to win the first prize for EPC management modernization innovation award in the
Chinese power industry
As of 2009, their experiences in the power generation projects include:
 Completion of 383 engineering consulting and design projects
 Completion of design and consultancy for 44 sets of 1,000MW-level units, and 121 sets of 600MW-level
units
 Completion of design for 60 sets of 300MW-level units
 Completion of design and consultancy for 63 new energy projects
Moreover, power generation projects designed by SDEPCI add up to 250 items with the total design capacity of
more than 60,500MW.
Lanco Infratech Limited

Lanco Infratech Limited is one of the top and fastest-growing business conglomerates in India. It has
subsidiaries and divisions across a synergistic span of areas including construction, power, EPC, infrastructure,
property development, renewable energy etc., with a large number of projects across India. It is currently one
of the three leading private sector power developers and one of the leading private sector power traders in
India, with proven expertise in terms of both conventional and non-conventional sources of energy including
gas, coal, biomass, hydro, wind etc. It currently has around 2,092 MW of projects under operation, 7,153
MW of projects under construction, and 11,070 MW of projects under development.
Lanco provides engineering, procurement, construction, project management and commissioning services on a
turnkey basis to the power sector, leveraging on the experience and expertise of its group concerns, its
construction capability and competent manpower.
The major strengths of Lanco lies in its experienced team responsible for management of contracts during all
phases of a project, while adhering to the highest international standards. The EPC group at Lanco is
responsible for ensuring timely project delivery, capital expenditure control, sourcing of the best service and
technology providers, and most importantly, allowing its clients to give more focus on their core business.
Lanco has global partnerships with internationally renowned names like Genting, Harbin, GE, Dongfang,
Doosan etc. It has its operational across 20 States in India, while having international operations in countries
like USA, UK, Australia, China, Indonesia, Nepal, Singapore etc.
Lanco is a privileged member to the World Economic Forum and it has been acknowledged as an elite member
of the top two hundred “Global Growth Companies”. As a member of the UN Global Compact, Lanco is also
recognized for its good corporate governance and corporate social responsibility initiatives led by the Lanco
Foundation.

Consortium of NEPC (The First Northeast Electric Power Engineering Co.) and Northeast
China International Electric Power Corporation, China (NEIE)
The Consortium consists of two renowned organizations as follows:
NEIE (Northeast China International Electric Power Corporation) is a company established by the strong
combination of Northeast China Electric Power Import & Export Corporation (NEIE) and Northeast China
Electric Power Construction Incorporation (NEPC). These two companies are the two main subsidiaries of
Liaoning Electric Power Co. Ltd., (LEPC), among which are engineering companies design institute and research
institute of LEPC, with functions of research, design, investment & finance in addition to being able to under
take EPC contracts on turnkey basis. NEIE concentrates on the international and domestic electric power
market as its major goal.
The merger that had formed NEIE has strengthened the capability of the two principal parties. NEIE and NEPC,
which already had a good reputation and successful records on international and domestic projects, in addition
to the import and export of equipment and materials, co-operation and utilization of technology and human
resources, in the fields of electric power generation, power transmission and substations, petrochemical
industry, steel and metallurgical industry, large civil engineering and construction.
NEIE has received the certification for large project on EPC and turnkey basis from the National Construction
Ministry of PR China. NEIE has the rights to contract abroad projects and to supply manpower in addition to
the import & export of equipment and technology under the authorized of National Ministry of Foreign Trade
& Economic Co-operation. NEIE has ISO9000 series Quality Management System Certificate, ISO14000 series
Environmental Management System Certificate and GB/T28000 series Occupational Health and Safety
Management System Certificate. With its advanced technology, modern facilities, vast experience, scientific
management, NEIE can satisfy and cooperate with all partners in diverse fields with emphasis on quality,
honesty and full cooperation.
The First Northeast Electric Power Engineering Co. (Abbreviated as NEPC) is a well known brand name in
China’s power construction industry. It is one of the largest scales, best capable construction enterprises
incorporating both civil construction and erection work.
While NEPC is concentrating on its core business of power construction, it is concurrently committing itself to
providing power operation and management service, undertaking civil construction, erection and maintenance
of fossil fueled thermal power plant of various parameters and different capacities and of the new energy
resources such as nuclear power plant and wind power plant etc.
NEPC has power project construction overall contracting grade one qualification, building work construction
overall contracting grade two qualification, mechanical and electrical equipment installation project
professional contracting grade one qualification, earth and rock work professional contracting grade one
qualification, hoisting equipment erection work professional contracting grade one qualification, preservation
and insulation work professional contracting grade one qualification, fire fighting equipment installation work
contracting qualification. The company also has boiler erection license, pressure piping installation license, civil
nuclear pressure retaining equipment installation license, and license of undertaking installation (repair and
maintenance and commissioning) of electrical facilities. The company has ISO 9001 quality management
system authentication certificate, ISO 14001 environment management system authentication certificate, GB/T
28001 occupational safety and health system authentication certificate.
NEPC was founded in the year 1951, over more than half a century. The company has built more than 80
power plants both domestically and abroad, installed 143 generating units, the total capacity of the installed
generating units 23040MW, installed boilers 206, total evaporation volume 93139t/h.

NEPC has conducted multiple successful cooperation with world renowned companies such as Japanese IHI,
French ALSTOM, Swiss Sulzer, ABB Germany, American Bechtel etc., and maintained close partnership with
them up to date. NEPC has been to many foreign countries such as DPRK (Democratic People’s Republic of
Korea), Germany, Indonesia, Malaysia, Philippines, India, Turkey etc. and participated in the construction of
their power plants. The international exchange and cooperation has quickened the company’s pace of meeting
up with the international standards, and helped the all-round upgrading of the company’s general quality.
Build Future with Wisdom. Backed up by its bridle-wise staff team, equipped with advanced and excellent
technological equipment, and with its scientific and innovative management mechanism, NEPC is willing to
conduct sincere cooperation with our counterparts in all circles, consolidate trust, bring about harmony and
mutual win, join hand in hand to create mutually our brave and bright future.
Draft Terms of the EPC Contract

The following section provides a brief overview of the major terms and conditions of the draft EPC Contract, to
be finalized after negotiation with the selected EPC contractor. Upon finalization of the EPC Contract, the
lenders’ legal counsel, as part of their due diligence study, will prepare a more detailed summary of the
finalized EPC Contract.
As per the existing contracting strategy, the proposed draft EPC Contract consists of the following three
separate contracts:
 Supply Contract: for supply of plant and equipment
 Installation, Erection and Commissioning Contract: for installation, erection and commissioning of the plant;
and
 Guarantee and Co-ordination agreement: to (i) co-ordinate between the contractors of each contract; and
(ii) contractor of one contract to guarantee the performance of the contractor in the other contract
Supply Contract
 Scope: The Contractor shall engineer, design, procure, manufacture, supply and deliver plant and
equipment for the two 341MW projects at port in Bangladesh. The Contractor shall cooperate with the
engineering efforts and otherwise accommodate the interface requirements of all parties including but not
limited to BPDB, PGCB, the Gas Supplier and all utilities serving the Project.
 Notice to Proceed (NTP): The Contract is not effective until the issuance of the NTP. However, the Employer
may, in its absolute discretion, by notice to the Contractor, waive the requirement of the issuance of the
NTP.
 Variations: The Contractor shall not make any variation to the works except as the Employer may order in
writing. Decisions of the Employer in relation to a variation shall be final and not capable of being reviewed,
revised or reversed. Except where the variation is necessary to remedy any neglect or default of the
Contractor, the Contractor or Employer shall be entitled to require an adjustment to the Contract Price.
 Warranties and Guaranties: The works will be carried out in accordance with the Prudent Electrical
Practices and Prudent Utility Practices and in accordance with the standards expected from leading
international contractors and designers. The design life of not less than thirty years will be used as the basis
of design of the Project. The Contractor shall perform its obligations under the Contract and it shall make
best efforts so as not to cause or contribute to any breach by the Employer of the Employers’ obligations
under the Implementation Agreement, the Power Purchase Agreement or any other Project Agreements or
the Financing Documents. The period of warranties shall end twenty-four months after the Provisional

Acceptance (the “Defects Liability Period’). In the case of repair/replacement of any defective part the
warranty in respect of the replaced/repaired part shall end on the expiry of twenty-four months from the
completion of the repair/replacement, provided that such period shall not exceed thirty-six months from
the date of Provisional Acceptance.
 Contract Price: The Contract Price is fixed except for any changes in the scope/works and such changes are
to be mutually agreed between the Employer and the Contractor. The Contract Price shall include all taxes,
levies, rates, duties, and other charges imposed by any and all authority with jurisdiction on the production,
manufacture, sale and transport of the imported materials and on the design, engineering and other
services performed under the Contract and the Contractor shall be liable to pay such taxes without
reimbursement.
 Terms of Payment: The Employer is required to make a down payment of 10% of the Contract Price on the
date of issuance of the NTP. Other material commercial terms are under negotiation and will be informed
later if required.
 Suspension: The Employer may order the Contractor to suspend its performance under the Contract. Any
additional cost or expense reasonably incurred by the Contractor as a result of the Suspension Order shall
be paid to the Contractor as an addition to the Contract Price. If the Suspension Order exceeds 180 days,
then the Contractor (i) may require the Employer to resume performance of the Contract; or (ii) may
require the Employer to issue a Variation; or (iii) may terminate the Contract if the Suspension affects the
performance of all the Contractor’s obligations under the Contract.
 Liquidated Damages: The calculation and payment of liquidated damaged is derived from the single
Completed Performance Test to be used as basis for the issue of a Provisional Acceptance Certificate upon
the Provisional Acceptance by the Employer. The guaranteed parameters are Net Capacity Output, Net Heat
Rate and Noise Emissions. The Contractor is liable to pay the Employer for any shortfall in performance in
respect of these parameters at the rate of (i) USD 1,800 for every kW in shortfall of Net Capacity Output;
and (ii) USD 70,000 for every increase in kJ/kWh of the Net Heat Rate. The total cap on Liquidated Damages
arising out of shortfall in performance is 17.5% of the Contract Price. The Employer may reject the plant if
(i) the Net Capacity Output is lower than 95% of the Guaranteed Net Capacity Output; and (ii) the net Heat
Rate is more than 105% of the Guaranteed Heat Rate.
 Assignment: The Contractor may not assign the Contract, without the prior written consent of the
Employer, or any of its rights, obligations or benefits to any other person. The Employer may assign the
Contract in favor of any person, company, BPDB or lender.
 Direct Agreement: The Contractor shall, if and when so requested by the Employer, enter into a Direct
Agreement with lenders in such form as the lenders may require.
 Termination:
Events of default leading to Termination of the Contract by the Employer:
o Provisional Acceptance has not occurred within 180 days of the date mentioned in the
Contract
o The Contractor through its acts or omissions causes the Employer to materially breach the
provisions of the Project Agreement
o The Contractor goes into liquidation or is subject to an administration order
o The Contractor assigns the Contract without the prior written consent of the Employer

o Any of Contractor’s consent expires/terminates/ or is revoked in a manner which has a
material impact on the Project
o The Employer certifies that the Contractor has (i) abandoned the Contract, (ii) suspended the
progress of the Works for fourteen days; (iii) poor workmanship or is failing to proceed with
the Works with due diligence
Upon an Event of Default leading to termination of the Contract by the Employer, the Contractor shall:
o Assign to the Employer all or any transferable rights and titles, in relation to the works,
held by (i) the Contractor; and (ii) the Sub-Contractors including guarantees and
warranties;
o Deliver to the Employer all erection plans, schedules and drawings; and
o Do all such acts and things as the Employer may in its absolute discretion consider
expedient to facilitate the Employer’s assumption of such responsibility.
Upon termination by the Employer, the Employer may (i) complete or procure completion of the Works
himself, or (ii) reject the Plant which will entitle him to demand payment from the Contractor the sum of (a)
proportion of the Contract Price paid to the Supply Contractor at the time of rejection; (b) all costs, loses,
damages, expenses suffered by the Employer in returning the items of plant and materials to the Contractor;
(c) expenses incurred by BPDB, prior to termination of the PPA, subject to a maximum of USD 100,000; (d)
expenses incurred by GoB, prior to termination of the Implementation Agreement, subject to a maximum of
USD 200,000; and (e) expenses incurred by the Gas Supplier in connection with the design, engineering,
construction and installation of the gas pipeline.
Events of Default leading to Termination of the Contract by the Contractor:
o The Employer goes into liquidation or is subject to an administration order
o The Employer is in breach of any of its payment obligations and such breach is not remedied
within 45 days
o The Employer is in breach of any other of its material obligations (other than any of its
payment obligations) and such breach is not remedied within 90 days
Upon an Event of Default leading to termination of the Contract by the Contractor, the Employer shall:
o Pay to the Contractor value of all the Works executed as at the date of such termination less
any amounts already paid
o Pay to the Contractor all costs and expenses reasonably incurred as a direct result of such
Termination
o The Contractor shall not be entitled to claim damages or consequential losses as a result of
termination
 Force Majeure: Force Majeure events as defined in the Contract comprise the following:
o Political Events that occur inside or directly involve Bangladesh:
 Any act of war, armed conflict, blockage, embargo, riot, act of terrorism;
 Any lapse of Consent and such lapse continuing for greater than thirty days in a year or for
forty days in any two year period;

 Strikes, works to rule or go slows that extend beyond the Works and are widespread or
nation wide.
o Change in law;
o Other events beyond the reasonable control of the affected Party (“Other FM Events”):
 Lightning, earthquake, flood, cyclone, typhoon;
 Fire, explosion or chemical contamination;
 Epidemic or plague;
 Lapse of Consent, unless such lapse of Consent is a Political Force Majeure;
 Political events that occur outside Bangladesh and do not directly involve Bangladesh.
Upon occurrence of a FM Event, the Contract mentions an elaborate procedure for the affected Party to issue
notices informing the other Party about the nature of the FM Event and the affected Party’s ability to
recommence performance of its obligations under the Contract.
The affected Party will not be liable for any failure or delay in performing its obligations, other than a payment
obligation, during the existence of a FM Event. Any performance deadline that the affected Party is obligated to
meet shall be extended provided however no relief shall be granted to the extent that such delay would have
nevertheless been experienced by the affected Party had the FM Event not occurred.
The Contractor is eligible to recover from the Employer compensation in relation to the costs incurred in the
restoration of the Works as a result of a Change in Law provided the Employer has reached an agreement with
GoB to compensate the Employer for the increased cost of completing the Works as a result of such
restoration.
 Governing law and dispute resolution: The Contract is governed by the laws of England and Wales. Any
dispute not resolved by the procedures described in the Contract will be settled by arbitration, to be
conducted in Singapore, in accordance with the rules of Procedure for Arbitration proceedings of the
International Centre for Settlement of Investment Disputes (the UCSID Rules). If for any reason the dispute
cannot be settled in accordance with the ICDIS Rules such dispute shall be finally settled by arbitration
under the UNICTRAL Rules. Each Party consents to the jurisdiction of the courts of England for any action
filed by the other Party to enforce a judgement or decision by an arbitrator. Performance of the Contract
shall continue during any Dispute Resolution process unless the Employer orders suspension of works
under the Contract. The issuance of a Provisional Acceptance Certificate is a Condition Precedent to the
reference of any matter for arbitration provided however that the dispute is not due to:
o Valuation of variations ordered by the Employer;
o Correction procedures for Reference Conditions; and
o Payment default by the Employer
Installation, Erection and Commissioning Contract

 Scope: The Contractor shall engineer, design, procure, manufacture, supply and deliver plant and
equipment for the Project 341 MW (net) at port in Bangladesh. The Contractor shall cooperate with the
engineering efforts and otherwise accommodate the interface requirements of all parties including but not
limited to BPDB, PGCB, the Gas Supplier and all utilities serving the Project.

 Notice to Proceed (NTP): The Contract is not effective until the issuance of the NTP. However the Employer
may, in its absolute discretion, by notice to the Contractor waive the requirement of the issuance of the
NTP.
 Variations: The Contractor shall not make any Variation to the works except as the Employer may order in
writing. Decisions of the Employer in relation to a Variation shall be final and not capable of being
reviewed, revised or reversed. Except where the Variation is necessary to remedy any neglect or default of
the Contractor the Contractor or Employer shall be entitled to require an adjustment to the Contract Price.
 Warranties and Guaranties: The works will be carried out in accordance with the Prudent Electrical
Practices and Prudent Utility Practices and in accordance with the standards expected from leading
international contractors and designers. The Contractor shall perform its obligations under the Contract and
it shall make best efforts so as not to cause or contribute to any breach by the Employer of the Employers’
obligations under the Implementation Agreement, the PPA or any other Project Agreements or the
Financing Documents.
 Contract Price: The Contract Price is fixed except for any changes in the scope/works and such changes to
be mutually agreed between Employer and the Contractor. The Contract Price shall include all taxes, levies,
rates, duties, and other charges imposed by any and all authority with jurisdiction on the production,
manufacture, sale and transport of the imported materials and on the design, engineering and other
services performed under the Contract and the Contractor shall be liable to pay such taxes without
reimbursement.
 Terms of Payment: The payment shall be on the basis of a Milestone Payment Schedule. The Employer will
make a down payment of 10%. The Contractor is required to furnish a Performance Security in the form of
a bank guarantee for 15% of the Contract Price valid until the date of Provisional Acceptance. The Employer
will retain 10% of the Contract Price (in the form of cash or acceptable bank guarantees) up to the expiry of
the Defects Liability Period.
 Suspension: The Employer may order the Contractor to suspend its performance under the Contract. Any
additional cost or expense reasonably incurred by the Contractor as a result of the Suspension Order shall
be paid to the Contractor as an addition to the Contract Price. If the Suspension Order exceeds 180 days
then the Contractor (i) may require the Employer to resume performance of the Contract; or (ii) may
require the Employer to issue a Variation; or (iii) may terminate the Contract if the Suspension affects the
performance of all the Contractor’s obligations under the Contract.
 Liquidated Damages: The Liability of the Contractor towards the Employer shall comprise of damages for
delay, performance and defects.
o Liquidated Damages for Performance: The calculation and payment of liquidated damaged is
derived from the single Completed Performance Test to be used as basis for the issue of a
Provisional Acceptance Certificate upon the Provisional Acceptance by the Employer. The
guaranteed parameters are Net Capacity Output (341 MW), Net Heat Rate and Noise
Emissions. The Contractor is liable to pay the Employer for any shortfall in performance in
respect of these parameters at the rate of (i) USD 1,800 for every kW in shortfall of Net
Capacity Output; (ii) USD 70,000 for every increase in kJ/kWh of the Net Heat Rate. The total
cap on Liquidated Damages arising out of shortfall in performance is 17.5% of the Contract
Price. The Employer may reject the plant if (i) the Net Capacity Output is lower than 95% of
the Guaranteed Net Capacity Output; and (ii) the net Heat Rate is more than 105% of the
Guaranteed Heat Rate.

o Liquidated Damages for Delay: The calculation of damages for delay shall be determined with
respect to any delay in achieving the Provisional Acceptance. The Contractor is liable to pay
USD 66,666 per day for the first 90 days of delay and $USD 112,500 per day after that. The
total cap on Liquidated damages for delay is capped at 12.5% of Contract Price.
o Liability for defects: The Contractor shall be liable for any defect, damage, error, omission,
deficiency or insufficiency relating to either (i) the Plant or any part thereof or (ii) the
performance of the Works and shall be responsible for making good such defects including by
way of redesign, repair and/or replacement of defective parts, dismantling and re-assembly
and any other works incidental thereto. The period of warranties shall end twenty four
months after the Provisional Acceptance (the ‘Defects Liability Period’). In the case of
repair/replacement of any defective part the warranty in respect of the replaced/repaired
part shall end on the expiry of twenty four months from the completion of the
repair/replacement provided that such period shall not exceed thirty six months from the
date of Provisional Acceptance.
 Assignment: The Contractor may not assign the Contract, without the prior written consent of the
Employer, or any of its rights, obligations or benefits to any other person. The Employer may assign
the Contract in favor of any person, company, BPDB or lender.
 Direct Agreement: The Contractor shall, if and when so requested by the Employer enters into a Direct
Agreement with lenders in such form as the lenders may require.
 Termination:
Events of Default leading to Termination of the Contract by the Employer:
o Provisional Acceptance has not occurred within 180 days of the date mentioned in the
Contract;
o The Contractor through its acts or omissions causes the Employer to materially breach the
provisions of the Project Agreements;
o The Contractor goes into liquidation or is subject to an administration order;
o The Contractor assigns the Contract without the prior written consent of the Employer;
o Any of Contractor’s consent expires/terminates/ or is revoked in a manner which has a

material impact on the Project;
o The Employer certifies that the Contractor has (i) abandoned the Contract, (ii) suspended
the progress of the Works for fourteen days; (iii) poor workmanship or is failing to
proceed with the Works with due diligence.
In the Event of Default leading to termination of the Contract by the Employer, the Contractor shall:
o Assign to the Employer all or any transferable rights and titles, in relation to the works,
held by (i) the Contractor; and (ii) the Sub-Contractors including guarantees and
warranties;
o Deliver to the Employer all erection plans, schedules and drawings; and
o Do all such acts and things as the Employer may in its absolute discretion consider
expedient to facilitate the Employer’s assumption of such responsibility.

o The IEC Contractor shall be entitled to actual costs, as audited and accepted by an
Independent quantity surveying firm, with respect of materials that have been ordered
but not delivered at site.
Completion by the Employer: Upon termination by the Employer the Employer may (i) complete or procure
completion of the Works himself; or (ii) reject the Plant which will entitle him to demand payment from the
Contractor the sum of (a) proportion of the Contract Price paid to the Supply Contractor at the time of
rejection; (b) all costs, loses, damages, expenses suffered by the Employer in returning the items of plant and
materials to the Contractor; (c) expenses incurred by BPDB, prior to termination of the PPA, subject to a
maximum of USD 100,000; (d) expenses incurred by GoB, prior to termination of the Implementation
Agreement, subject to a maximum of USD 200,000; and (e) expenses incurred by the Gas Supplier in
connection with the design, engineering, construction and installation of the gas pipeline.
Events of Default leading to Termination of the Contract by the Contractor:
o The Employer goes into liquidation or is subject to an administration order;
o The Employer is in breach of any of its payment obligations and such breach is not
remedied within 45 days;
o The Employer is in breach of any other of its material obligations (other than any of its
payment obligations) and such breach is not remedied within 90 days;
In the Event of Default leading to termination of the Contract by the Contractor, the Employer shall:
o Pay to the Contractor value of all the Works executed as at the date of such termination
less any amounts already paid;
o Pay to the Contractor all costs and expenses reasonably incurred as a direct result of such
Termination.
o The Contractor shall not be entitled to claim damages or consequential losses as a result
of termination.
 Force Majeure: Force Majeure events as defined in the Contract comprise the following:
o Political Events that occur inside or directly involve Bangladesh:
 Any act of war, armed conflict, blockage, embargo, riot, act of terrorism;
 Any lapse of Consent and such lapse continuing for greater than thirty days in a year or for forty days in
any two year period;
 Strikes, works to rule or go slows that extend beyond the Works and are widespread or nation wide.
 Change in law;
 Other events beyond the reasonable control of the affected Party (“Other FM Events”):
o Lightning, earthquake, flood, cyclone, typhoon;
o Fire, explosion or chemical contamination;
o Epidemic or plague;
o Lapse of Consent, unless such lapse of Consent is a Political Force Majeure;
o Political events that occur outside Bangladesh and do not directly involve Bangladesh.

Upon occurrence of a FM Event, the Contract mentions an elaborate procedure for the affected Party
to issue notices informing the other Party about the nature of the FM Event and the affected Party’s
ability to recommence performance of its obligations under the Contract.
The affected Party will not be liable for any failure or delay in performing its obligations, other than a
payment obligation, during the existence of a FM Event. Any performance deadline that the affected
Party is obligated to meet shall be extended provided however no relief shall be granted to the extent
that such delay would have nevertheless been experienced by the affected Party had the FM Event not
occurred.
The Contractor is eligible to recover from the Employer compensation in relation to the costs incurred
in the restoration of the Works as a result of a FM Event, less any insurance proceeds provided the net
restoration cost is less than US$ 200,000 and the aggregate net restoration cost in respect of all such
costs is less than US$ 500,000.
The Contractor is eligible to recover from the Employer compensation in relation to the costs incurred
in the restoration of the Works as a result of a Change in Law provided the Employer has reached an
agreement with GoB to compensate the Employer for the increased cost of completing the Works as a
result of such restoration.
International Centre for Settlement of Investment Disputes (the UCSID Rules). If for any reason the
dispute cannot be settled in accordance with the ICDIS Rules such dispute shall be finally settled by
arbitration under the UNICTRAL Rules. Each Party consents to the jurisdiction of the courts of England
for any action filed by the other Party to enforce a judgement or decision by an arbitrator.
Performance of the Contract shall continue during any Dispute Resolution process unless the Employer
orders suspension of works under the Contract. The issuance of a Provisional Acceptance Certificate is
a Condition Precedent to the reference of any matter for arbitration provided however that the
dispute is not due to:
 Valuation of variations ordered by the Employer;
 Correction procedures for Reference Conditions; and
 Payment default by the Employer
Guarantee and Co-ordination Agreement

 The Guarantee and Coordination Agreement is to be entered into between Summit Power Limited, the
IEC Contractor and Supply Contractor.
 Scope: The agreement provides that the provisions of the Contracts (Supply and IEC) and the different
Design Specifications attached to each of them, the scope of the Works under each Contract, when
aggregated, shall be equivalent to and only the scope of the Works set out in the Master Specification
attached; the division of the scope of Works between the Contracts, the obligations of each Contractor
thereunder shall, when taken together, constitute one, integrated contract to engineer, design,
manufacture, supply, ship, transport, deliver, install, construct, test, insure, commission, start-up, take-
over and correct defects in a completed power station in accordance with the said Master
Specification, which power station shall comply with and have all the characteristics set out in each
Design Specification annexed to each of the Contracts.

 The Guarantee and Coordination Agreement provides for a coordination of their activities by the
Supply Contractor and IEC Contractor under the respective Contracts. Further, the IEC Contractor and
Supply Contractor unconditionally and irrevocably guarantee as sole principal obligor the due
performance of each of their obligations under the IEC Contract and Supply Contract respectively.
 Except for loss or damage caused by willful misconduct of the Contractors, the aggregate liability of
each of the Contractors under this Agreement and the Contracts shall be capped at a) 25% of the
Limitation Amount (sum of the Contract Price under the Supply Contract and IEC Contract) in respect
of performance and b) 40% of the Limitation Amount in respect of delay and performance in
aggregate.
 Extension of Time: An extension of time by Summit under one of the Contracts shall serve as an
extension of time of Time under both Contracts.
 Termination: Each Termination event under the respective Contracts shall constitute a termination
event under the Guarantee and Coordination Agreement. The Employer and Contractors undertake
that they will not issue an termination notice in respect of each Contract without issuing the
termination notices under each of the Contracts.
 Bonds:
o Retention Bond: Prior to payment of the Milestone of the 13th month, the Contractors shall
deliver to Summit a Retention bond for 15% of the respective Contract Price
o If the Retention Bond expires or ceases to be in effect before the date falling 45 days after the
expiry of the Power Island Expiry Extended Defects Liability, the Contractors shall extend the
Retention Bond or procure a replacement Retention Bond.
o Letter of Credit: The Contractors shall be required to provide a performance security in the
form of a letter of credit for 15% of the Contract Price prior to issuance of Final Notice to
Proceed. The Contractors shall extend validity of such letter of credit till a date 7 days after
the issue of the Reliability Certificate.
 Conflict: In the event of Conflict between this Guarantee and Coordination and the Contracts, the
Agreement will prevail.
International Centre for Settlement of Investment Disputes (the UCSID Rules). If for any reason the
dispute cannot be settled in accordance with the ICDIS Rules such dispute shall be finally settled by
arbitration under the UNICTRAL Rules. Each Party consents to the jurisdiction of the courts of England
for any action filed by the other Party to enforce a judgement or decision by an arbitrator.
Performance of the Contract shall continue during any Dispute Resolution process unless the Employer
orders suspension of works under the Contract.
5.11 MACHINERY AND EQUIPMENT

The following table summarizes the major equipment requirements based on one heavy duty industrial indoor
Gas Turbine Generators, one outdoor HRSG (Heat Recovery System Generator) and one indoor arranged Steam
Turbine Generator configuration in a multi shaft arrangement:

Component Manufacturer / Model / type
Combustion Turbine General Electric Company / PG9351FA
Steam Turbine Harbin Turbine Company/SIEMENS/ or equivalent 158#/ or equivalent
HRSG Hangzhou Boiler Group Company/ or equivalent
Major Pumps Hangzhou Boiler Group Company /KSB/ or equivalent
Control System ABB/FOXBORO/SIEMENS/GE/ or equivalent
Generator Step-up Transformer Shandong Luneng Mount. Tai electric Equipment Co. Ltd. or equivalent
The technical specifications have been provided below:
Particulars Unit Technical Specifications
5.1 Combustion turbines

(Performance at Site Design Conditions)
Combustion Turbine Manufacturer General Electric Company
Model/Type PG9351FA
RPM 3,000r/min
Fuel Consumption Mton 46.2tons per hour base on NG LHV

49278kJ/kg
5.2 Heat Recovery Steam Generators
Manufacturer - HBC/BHEL/EQVT.
Type - Tri-pressure, reheating, natural

circulation, drum boiler, horizontal
arranged
HP Steam Pressure Bar 95.17

o
HP Steam Temperature C 567
o
Exhaust Flue Gas TEMPERATURE C 91.2
Stack:
Height M 60
Materials Carbon steel

outer/inner shell
Insulation Silicate insulation layer, etc

outside/inside

Deaerator Pressure Bar Deaerating condenser is applied. No

separate dearator
5.3 Steam Turbine and Condenser
Manufacturer of Turbine - HTC/BHEL/EQVT.
Type of Condenser Used Two (Combined HP/IP+LP cylinders)
Surface (water cooled)
5.4 Feed water and Condensate System
Boiler Feed Pumps: HP Drum feed water pump
Number Two
Manufacturer HBC/BHEL/EQVT.
Type Centrifugal
Capacity m3 /s 0.092 (HP pumps), 0.02 (IP pumps)
Head M 1419 (HP pumps), 486(IP pumps)
Condensate Pumps
Number Two (2)
Manufacturer HBC/BHEL/EQVT.
Type Centrifugal
Capacity m3 /s 0.115
Head M 291
5.5 Circulating Water System, if applicable
Cooling Tower Manufacturer Jiangsu Seagull Cooling Tower CO.,

LTD/BHEL/EQVT.
Cooling Tower Surface m2 6x20% induced draft cooling towers,

with 17mx21m space for each tower
C.W. Pumps:
Number 2x50%
Manufacturer Chang Sha pump CO.,

LTD/BHEL/EQVT.

Type Horizontal centrifugal
Capacity m3 /s 3.3m3/s
Head M About 24m
5.6 Generator & Accessories Combustion Steam

Turbine
Turbine
Generator
a. Manufacturer GE Haerbin/BHEL/EQVT
b. Rated Voltage at Generator Terminal 15.75kV 15.75kV

(kV)
c. Frequency Range (Hz) 50Hz 50Hz
d. Rated Power Factor 0.8 0.8
e. Reactance Data Xd''=20-25 % Xd''=18.8%
f. Insulation Class F (limited to F

B)
g. Type of Cooling Hydrogen- Air-cooled

cooled
h. Design Standard IEC/National IEC/National Standards/CHINA

Standards/CHI GB/EQVT.
NA GB/EQVT.
i. Efficiency 98.88% 98.85%

j. Reactive Capability Curve
l. Short Circuit Ratio ≥0.46 ≥0.5
Excitation System
a. Type Static Dry
b. Current Rating and Voltage 1280kW/1969 2750kVA/0.92kV

A/0.65 kV
Generator Circuit Breakers (if required)
a. Manufacturer ABB/AREVA/E ABB/AREVA/EQVT.

QVT.
b. Type/Model SF6 SF6
c. Rated Voltage (kV) 18 18

d. Rated Frequency (Hz) Suitably Suitably selected as per Generator

selected as ratings
d. Continuous Current rating (kVA)
per Generator
ratings
e. Maximum Interrupting Current Rating 80 80

(kA)
f. Maximum Interrupting Time (cycles) 60 ms 60 ms
g. Maximum Closing Time (cycles) CO-30min-CO CO-30min-CO
h. BIL Rating 60kV rms 60kV rms
i. Interrupting Medium SF6 SF6
5.7 Generator Step-up Power Transformers
General
Quantity 350 MVA 180 MVA
Manufacturer Shandong Shandong Luneng Mount. Tai Electric

Luneng Equipment Co. Ltd./BHEL /EQVT.
Mount. Tai
Electric
Equipment
Co.,Ltd./BHEL
/EQVT.
Type OIL OIL
Applicable Standards IEC/National IEC/National Standards/CHINA

NA GB/EQVT.
Design Data
Voltage Ratio 420/15.75kV 420/15.75kV
Maximum Continuous Rating (MVA) 350 180
Rated Temperature Rise (oC) 40 40
Basic Insulation Level:
a. Of HV Winding (kV) 610 kV 610 kV
b. Of Neutral of HV Winding (kV) 395 kV 395 kV
c. Of LV Winding (kV) 55kV 55kV

d. Of Neutral of LV Winding (kV) N/A N/A
Type of Tap Changer ONLOAD ONLOAD ±8×2.5%

±8×2.5%
Total Power Requirements of Auxiliary 950 480

Equipment (kW)
Power Factor Unity Unity
Impedance per unit (%) 15 15
Insulation Class A A
Type of Cooling ONAN/ONAF ONAN/ONAF
Type of Connection
High Voltage Winding Star Star
Low Voltage Winding Delta Delta
Design Standard IEC/National IEC/National Standards/CHINA

NA GB/EQVT.
Vector Group YN, d11 YN, d11
5.8 Black Start Diesel

Generator
Capacity Kw 22,000
Generator Voltage Kv 6.6
Manufacturer WARTSILA/EQV.
5.12 TARGETED PROJECT TIMELINE

Following table summarizes the targeted timeline for completion of fund-raising for the two projects:
Events Expected Timeline
Expected Approval from PFIs for IPFF fund May 20, 2011
Financial Closure of IPFF May 30, 2011
Application to Bangladesh Bank by Lead Arranger June 1, 2011
Financial Closure of the Project October 2011
Probable First Disbursement Date October 2011

5.13 CURRENT STATUS OF THE PROJECTS
Issues Current Status
Land Acquisition Under process
Signing of Project Agreements Expected completion by April 30, 2011
Selection of EPC Contractors Under negotiation with short-listed contractors
SEIA Report Expected completion by May 15, 2011
ECC from DOE Subject to completion of SEIA report and subsequent mitigation
measures

6. PROJECT AGREEMENTS
SBPCL I and SBPCL II will sign individually the related project agreements with government related agencies.
The following major information is provided from ‘initialed’ agreements (from both the borrower and the
government agencies).
6.1 POWER PURCHASE AGREEMENT (PPA)
Definitions and Interpretations

Average Dependable Capacity means an amount equal to the sum of each Dependable Capacity in effect
during a Contract Year multiplied by the number of hours that each such Dependable Capacity was in effect
during such Contract Year divided by the number of hours in the Contract Year.
BPDB Letter of Credit means the unconditional and irrevocable letter of credit provided by BPDB to the
Company.
BPDB Letter of Credit Amount means an amount equal to the aggregate of the next two months of Capacity
Payments plus next two months of variable operation and maintenance payment.
Combined-Cycle Unit means the equipment and machinery consisting of one or more gas turbine-generators,
one or more Heat Recovery Steam Generators (HRSG), one steam turbine-generator and all related
supplementary equipment for generating electric power.
Contracted Simple Cycle Capacity means the net electric power generating capacity of the Facility operating as
a Simple Cycle Unit on a continuous basis that the Company commits to deliver, which is 222 MW.
Dependable Capacity means at any given time the net amount of capacity of the Facility, operating as either in
Simple Cycle Unit or as a Combined Cycle Unit expressed in KW.
Engineer means the consulting engineering firm selected and appointed by the Company and the identity of
which notified in writing to BPDB, PGCB and the Gas Supplier nit later than 180- days after the Financial Closing
date from the list of independent consulting engineering firm.
Facility means the gas-fired, combined-cycle power station consisting of a Combined-Cycle Unit, capable of
approximately 341 MW of generation capacity to be owned and constructed by the Company near Bibiyana,
Bangladesh, whether completed or at any stage of its construction, including without limitation or regard to
level of development, the land, engineering and design documents and Construction Contract, all energy
producing equipment and its auxiliary equipment and all transmission facility on the Company's side of the
Delivery Point, water intake and discharge facilities, water treatment facilities, solid waste disposal facilities,
fuel receiving and handling facilities and equipment on the Company's side of the Point of Delivery, including
the Company Transportation Facilities and the Company Communication Facilities, the Metering System, the
Transportation Facilities for the period before such Facilities have been conveyed by the Company to the Gas
Supplier pursuant to the Gas Supply Agreement, the Electrical Interconnection Facilities for the period before
such facilities have been conveyed by the Company to PGCB pursuant to the Implementation Agreement,
together with the residential facilities made available to certain employees of the Company, the Contractors
and any subcontractors.
Financial Closing means (a) the execution and delivery of the Financing Documents between the Company and
Lenders that evidence sufficient financing for the construction, testing, completion, and Commissioning of the
Facility and evidence of commitments for such equity as is required by the Company to satisfy the

requirements of the Lenders, (b) the satisfaction of all conditions precedent for the initial availability of funds
under the Financing Documents, and (c) the delivery to BPDB of the Performance Security Deposit: provided,
that, with BPDB's written approval, "Financial Closing" shall be deemed to have occurred upon the occurrence
of (a) Construction Start, (b) delivery to BPDB of written assurance satisfactory to BPDB demonstrating that the
Company has the financial resources available to it necessary to complete the construction of the Facility
without interruption, and (c) the delivery to BPDB of the Performance Security Deposit.
Operations Security Deposit Amount means, as of the relevant date, an amount equal to the aggregate of the
next two (2) Months of Capacity payments.
Performance Security Deposit means the unconditional bank guarantee in an amount equal to (a) USD 36,000
multiplied by (b) the Contracted Facility Capacity, issued by a scheduled bank in Bangladesh or by a foreign
bank which has been authenticated by a scheduled bank in Bangladesh and shall by its terms be encashable at
a bank in Dhaka, Bangladesh, provided by the Company as security for the Company's obligations hereunder,
including its obligations to deliver the Operations Security Deposit and to pay liquidated damages hereunder.
Project means the development, design, engineering, manufacture, financing, construction, permitting, start-
up, testing, completion, insurance, Commissioning, ownership, operation and maintenance of the Facility, and
all activities incidental thereto.
Project Effective Date means the date on which the last of Project Agreements is executed and delivered by
each of the parties thereto and none of the agreements so executed have terminated or been terminated by a
party thereto;
Proposal Security Deposit means the unconditional bank guarantee in the amount of three million Dollars
issued by a scheduled bank in Bangladesh or by a foreign bank which has been authenticated by a scheduled
bank in Bangladesh and shall by its term be encashable at a bank in Dhaka, Bangladesh delivered to the Power
Cell to secure (a) the obligations of the Project Sponsor (now the Initial Shareholder) to maintain its Proposal in
effect until the award of contract and (b) thereafter, the obligations of the Company to execute and deliver the
Project Agreements within ninety (90) Days of issuance of the Letter of Intent and to achieve Financial Closing
by no later than the Required Financial Closing Date.
Required Simple Cycle Operation Date means the date that is 24 Months following the Project Effective date.
Required Commercial Operation Date means the date that is 36 Months following the Project Effective Date.
Required Financial Closing Date means the date that is 10 months (for SBPCL I) and 270 (two hundred and
seventy) days (for SBPCL II) following the Project Effective Date.
Threshold Capacity means (a) during the period until the end of the first ten (10) Commercial Contract Years,
ninety percent (90%) of the Contracted Facility Capacity and Contracted Simple Cycle Capacity and (b) during
the period from the end of the tenth (10th) Commercial Contract Year until the end at the Term, eighty-five
percent (85%) of the Contracted Facility Capacity; provided, that for purposes of determining the Threshold
Capacity in relation to the Commercial Operations Date, the Contracted Facility Capacity shall be adjusted for
degradation for operation during the simple cycle operation period in accordance with the degradation curve
for combined cycle operation.
Scope of the Agreement

The purpose of this Agreement is to establish the terms and conditions under which SBPCL I and SBPCL II will
supply electricity to BPDB, whereas BPDB will be responsible for the purchase of both dependable capacity and
net energy output of the power plants.

This agreement will remain valid for a period of 22 (twenty-two) years from the date of COD, unless further
extended or earlier terminated following terms and conditions of this agreement. During the term of this
agreement, the Companies will not sell electricity to any third party other than BPDB.
Sale and Purchase of Capacity and Energy
Energy and Capacity

Subject to and in accordance with the terms and conditions of this Agreement, the Company agrees to
maintain the Facility in accordance with the Technical Limits, Prudent Utility Practices and Prudent Electrical
Practices and to make available and deliver exclusively to BPDB, and BPDB agrees to accept and purchase from
the Company the Dependable Capacity and to the extent Dispatched, the Net Energy Output.
No Sales to Third Parties

Except to the extent that electric energy is required for the operation of any part of the Facility, the Parties
agree that, during the Term, the Company shall not, without the prior written consent of BPDB:
(a) Sell or deliver electric energy produced by the Facility to any other person or entity than BPDB; or
(b) Confer upon any entity other than BPDS any right in or to Dependable Capacity.
Events of Default
Company Events of Default – Termination by BPDB

BPDB may give a notice of default under this Agreement upon the occurrence of a number of events, unless
those are triggered by:
 A breach by BPDB of this Agreement and/or the Land Lease Agreement; by GOB of the Implementation
Agreement or the Guarantee; by the Gas Supplier of the Gas Supply Agreement; and/or by PGCB of the
Implementation Agreement, or
 A Force Majeure Event as detailed in this Agreement
Following are the events which will empower BPDB to terminate this agreement:
 Failure of the Company to deliver the Performance Security Deposit within 15 (fifteen) Days following the
Financial Closing Date, or any failure thereafter by the Company to maintain the Performance Security
Deposit in full force and effect
 Failure of the Company to attain the Financial Closing Date within the Required Financial Closing Date, that
is, 10 (ten) months from the date of signing project agreements
 Failure of the Company to achieve the Construction Start Date within 90 (ninety) days after the Financial
Closing Date;
o Failure of the Company to achieve the Simple Cycle Operation Date within 6 (six) Months after
the Required Simple Cycle Operation Date, that is, 24 (twenty-four) months from the date of
signing project agreements; or
o Failure of the Company to achieve the Commercial Operations Date within 6 (six) Months
after the Required Commercial Operations Date, that is, 36 (thirty-six) months from the date
of signing project agreements

 After the Construction Start Date, but prior to the achievement of the Commercial Operations Date, the
abandonment of the Facility by the Company or the failure of the Company to prosecute the Facility in a
diligent manner for a period of 30 (thirty) consecutive days without the prior written notice to, and prior
written consent of, BPDB
 The failure of the Company to submit the Operations Security Deposit within 30 (thirty) days after the
Commercial Operations Date or to maintain the Operations Security Deposit;
 The abandonment by the Company of the operation of the Facility after the Commercial Operations Date
for a consecutive period of 25 (twenty-five) days without prior notice to, and the prior written consent of
BPDB;
 Failure by the Company to operate, maintain, modify, or repair the Facility In accordance with Prudent
Utility Practices and Prudent Electrical Practices, such that the safety of persons and property, the Facility or
BPDB's service to it customers is adversely affected that is not remedied within thirty (30) Days after the
delivery of written notice from BPDB to the Company stating that a maternal breach of this Agreement has
occurred that could result in the termination of this Agreement, identifying the material breach in question
in reasonable detail and demanding remedy thereof
 Except for the transfer of the Facility to the GOB pursuant to the terms of the Implementation Agreement
and the assignment to and by the Lenders of the Implementation Agreement and:
o The assignment or transfer of the Company's rights or obligations in the assets of the Facility
without the prior consent of BPDB; or
o The transfer, conveyance, loss or relinquishment to any person or entity of the Company's
right to own and/or operate the Facility or any material part thereof, or to occupy the Site,
without the prior written approval of BPDB;
 Except for the purpose of amalgamation or reconstruction, the occurrence of any of the following events:
o The passing of a resolution by the shareholders of the Company for the winding up of the
Company;
o The voluntary filing by the Company of a petition of bankruptcy, moratorium, or other similar
thereof;
o The appointment of a liquidator in a proceeding tor the winding up of the Company alter
notice to the Company and due hearing, which appointment has not been set aside or stayed
within ninety (90) Days of such appointment:
o The making by a court with jurisdiction over the Company of an order winding up the
Company which is not stayed or reversed by a court of competent authority within ninety (90)
Days;
 Any statement, representation, or warranty by the Company in this Agreement proving to have been
incorrect, in any material respect, when made or when deemed to have been made and such failure or
incorrect statement, representation, or warranty having a material and adverse effect on the Company's
ability to perform its obligations under this Agreement;
 Any material breach by the Company of this Agreement that is not remedied within thirty (30) Days after
notice from BPDB stating that a material breach of this Agreement as occurred that could result in tl1e
termination of this Agreement, identifying the material breach in question in reasonable detail and
demanding remedy thereof;

 The occurrence of a Company Event of Default (in the Implementation Agreement, Gas Supply Agreement
and Land Lease Agreement), which has not been waived by the other party to the applicable agreement or
remedied by the Company within the applicable cure period provided to the Company (or to the Lenders)
therein;
 Except for payments in respect of which security is then available to satisfy such payment, any default or
defaults by the Company in making of any undisputed payment or payments required to be made by it
hereunder within thirty(30) Days following the due date therefore;
 After the Commercial Operation Date, the failure by the Facility to achieve a Dependable Capacity which is
equal or greater than the Threshold Capacity upon Annual Testing of Dependable capacity.
 The failure by the Company (or the Project Sponsor) to maintain the Proposal Security as required by the
provisions of the Request for Proposal
BPDB Events of Default – Termination by Company

The Company may give a notice of default under this Agreement upon the occurrence of a number of events,
unless those are triggered by:
 A breach by the Company of this Agreement, the Implementation Agreement, the Land Lease Agreement
and/or the Gas Supply Agreement, or
 A Force Majeure event as detailed in this Agreement
Following are the events which will empower the Company to terminate this agreement:
 the dissolution, pursuant to Law, of BPDB, except for the privatization of BPDB’s thermal power stations; or
an amalgamation, reorganization, reconstruction, corporatization or further privatization,
 any default or defaults by BPDB in the making of any payment or payments required to be made by it
within thirty (30) Days of the due date therefore and then, upon notice to the GOB, any default or defaults
by the GOB in the making of any payment or payments in accordance with the terms of the Guarantee
which continues unpaid for five (5) Business Days;
 any statement, representation or warranty made by BPDB herein proving to have been incorrect, in any
respect, when made or when deemed to have been made and such failure or incorrect statement,
representation or warranty having a material adverse effect on BPDB's ability to perform its obligations
under this Agreement;
 any material breach by BPDB of this Agreement, which is not remedied within thirty (30) days after notice
from the Company to BPDB stating that a material breach of the Agreement has occurred that could result
in the termination of the Agreement, identifying the material breach in reasonable detail and demanding
remedy thereof;
 the occurrence of a GOB Event of Default or a PGCB Event of Default (as per the Implementation
Agreement) or a Gas Supplier Event of Default (as per the Gas Supply Agreement) or a BPDB Event of
default (as per the Land Lease Agreement) which has not been waived or remedied within the applicable
cure period provided therein; or any change in any laws of Bangladesh making:
o unenforceable, invalid, or void any material undertaking of BPDB under this Agreement; or
o it unlawful for the Company, its Lenders or the investors to make or receive any payment, to
perform any obligation or to enjoy or enforce any material right under this Agreement or any
other documents in the Security Package; or

o any such payment, the performance of any such material obligation or the enjoyment or
enforcement of any such material right unenforceable, invalid or void as a result of any such
change in law.
 The failure of BPDB to permit Commissioning or testing of the Facility within thirty (30) Days of the
scheduled commissioning or testing date set by the Company in its final schedule for testing,
 The failure by BPDB to establish and maintain the BPDB Letter of Credit, as required by this agreement,
 The failure by BPDB to return any undrawn portion of the Performance Security Deposit to the Company
within three (3) Business Days after the date required there under has occurred.
Rights and Remedies

 Upon the occurrence of a BPDB Event of Default or a Company Event of Default, the non-defaulting party
may initiate termination of the PPA by delivering a notice with a reasonable detail to the defaulting party.
 After delivering the notice of intent to terminate, the Parties will consult for a period of:
o 45 days in case of failure by either party to make payments when due,
o 90 days in case of any other event of default
 In the event that the Facility is transferred to the GOB or its designee under the terms of the
Implementation Agreement, the PPA shall immediately terminate and the Company will have no further
obligations to BPDB, except those obligations that arose prior to or upon termination of this agreement and
those obligations that will survive the termination of this Agreement.
Notice to Lenders of Company Event of Default

 No Termination without Notice to Lenders: Notwithstanding anything in this Agreement, from and after the
occurrence of the Financial Closing Date, BPDB shall not seek to terminate this Agreement without first
giving to the Lenders a copy of any notices given to the Company and such notice to be coupled with a
request to the Lenders to cure any such default within the cure period as specified in this agreement, which
period shall commence upon delivery of each such notice to the Lenders,
 Designation of Agent and Notification Procedure
o The Lenders will designate in writing to BPDB an Agent and any notice required hereunder
shall be delivered to such Agent, such notice to be effective upon delivery to the Agent as if
delivered to each of the Lenders.
o Each such notice shall be in writing and shall be deemed to have been delivered:
i. when presented personally to the Lenders or the Agent;

ii. when transmitted by BPDB and received by the Lenders or the Agent by facsimile to
the number specified in accordance with the procedure set forth below; or
iii. five (5) Days after being deposited in a regularly maintained receptacle for the postal
service in Bangladesh, postage prepaid, registered or certified, return receipt
requested, addressed to the Lenders at the address indicated at Financial Closing (or
such other address or to the Agent at such address as the Lenders may have specified
in written notice delivered in accordance herewith).

Any notice given by facsimile shall be confirmed in writing, delivered personally or sent by prepaid post, but
failure to so confirm shall not void or invalidate the original notice if it is in fact received by the Lenders or the
Agent.
Covenants
Company Covenants
The Company hereby covenants to and agrees with BPDB to:
 Until the Financial Closing Date, use all reasonable efforts to obtain all necessary debt and equity financing
in an amount sufficient for the implementation of the Project in the manner contemplated by this
Agreement;
 Until the Financial Closing Date, use all reasonable efforts to negotiate and execute the Construction
Contract with the Contractor and the Financing Documents;
 Engage only such advisors, representatives and experts as are experienced in the development,
construction and financing of power stations similar to the Facility;
 Design, engineer, construct and complete the Facility in accordance with:
o The plans and specifications prepared in accordance with this Agreement;
o The Minimum Functional Specifications;
o All Laws of Bangladesh; and
o Sound engineering and construction practices, Prudent Utility Practices and Prudent Electrical
Practices;
 Design, engineer, construct and complete the Facility in a good workman-like manner, only with materials
and equipment that are new and of international utility-grade quality, in such a manner as to provide a
reasonable likelihood, with proper maintenance and operation, that the useful life of the Facility will be at
least equal to the Term;
 Engage only internationally recognized Contractors that have significant experience in the engineering,
procurement and construction of power generating-stations;
 Provide at its own risk and expense the necessary facilities and services for the safety and protection of its
personnel and, in that regard, comply with all applicable Laws of Bangladesh;
 After the Simple Cycle Operation Date, operate and maintain the Facility, in accordance with:
o Prudent Utility Practices and Prudent Electrical Practices;
o The Operating Procedures as detailed in this agreement
o Dispatch;
o The Laws of Bangladesh; and
o The Technical Limits
 Be responsible for the construction and operation of the facility complying with the environmental and
safety requirements of the Laws of Bangladesh and Environmental Guidelines, and be responsible for
disposal and treatment of waste in connection with the Facility

BPDB Covenants
BPDB hereby covenants to and agrees with the Company to:
 Cooperate with all appropriate third parties so as to facilitate the Company's having unrestricted access to
the Site;
 Cooperate with all appropriate third parties so as to facilitate the lease to the Company of the Site and any
and all other real estate rights which the Company may require in order to construct and operate the
Facility as contemplated hereby;
 Cooperate, if requested by the Company, with the Company to obtain electrical energy for construction of
the Facility;
 Cooperate with all appropriate third parties and take such steps as are within its control to facilitate all
infrastructure and necessary for construction and operation of the Facility to be provided as contemplated
hereby;
 Cooperate in good faith with the Company in obtaining Government Authorizations, permits and licenses,
including, but not limited to, construction, water, air, other environmental, import and transportation
permits and licenses;
 Cooperate in good faith with the Company in the Company's efforts to negotiate and enter into the Gas
Supply Agreement; and
 To the extent transferable or assignable, transfer to the Company within fifteen (15) Days of the date of this
Agreement, free of all encumbrances and at no cost to the Company, all rights and title of BPDB to:
o All approvals, consents, authorizations, acknowledgements, licenses or permits which are
under application or have been obtained by BPDB from a Government Authority for the
Project; and
o All studies, design specifications and drawings related to the Project, including but not limited
to any environmental impact study carried out for the Project
Representations and Warranties
Company Representations and Warranties

The Company hereby represents and warrants that:
 The Company is a company validly existing and in good standing under the laws of Bangladesh, and the
Company has all requisite corporate power and authority to conduct its business, to own its properties, and
to execute, deliver, and perform its obligations under this Agreement.
 The execution, delivery and performance by the Company of this Agreement have been duly authorized by
all necessary corporate action.
 There is no pending or, to the best of the Company’s knowledge, threatened action or proceeding against
the Company that could materially adversely affect its ability to perform its obligations hereunder, or
reasonably be expected to affect the legality, validity or enforceability of this Agreement, or any material
part hereof

BPDB Representations and Warranties
BPDB hereby represents and warrants that:
 BPDB is a public utility company established under the laws of Bangladesh and
o Has all requisite power and authority to execute and deliver and perform its obligations under
this Agreement
o Has complied with all requirements under the laws of Bangladesh in relation to its execution
and delivery of this Agreement, and
o Has all material permits, licenses and approvals required by any Government Authority to
conduct its business, to own its properties, and to execute, deliver, and to the extent
obtainable at the present time, perform its obligations under this Agreement
 The execution, delivery and performance by BPDB of this Agreement have been duly authorized by all
necessary BPDB or GOB action
 There is no pending or, to the best of BPDB’s knowledge, threatened action or proceeding against BPDB
that could materially adversely affect its ability to perform its obligations hereunder, or reasonably be
expected to affect the legality, validity or enforceability of this Agreement, or any material part hereof
Liquidated Damages
Delay in Commercial Operation

 If the Simple Cycle Commercial Operations Date has not occurred by the Required Simple Cycle Commercial
Operations Date, The Company shall pay BPDB, monthly in arrears until the Simple Cycle Commercial
Operations Date, as liquidated damages for delays in Commissioning as a Simple Cycle Unit, an amount
equal to the product of (a) USD 50.00 and (b) the Contracted Simple Cycle Capacity in MW for each Day of
delay of the Simple Cycle Commercial Operations Date beyond the Required Simple Cycle Commercial
Operation Date. In no event shall the total amount of damages thus assessed exceed 12 (twelve) months of
liquidated delay damages.
 If the Commercial Operations Date has not occurred by the Required Commercial Operations Date, The
Company shall pay BPDB, Monthly in arrears until the Commercial Operations Date, as liquidated damages
for delays in Commissioning as a Combined Cycle Unit, an amount equal to the product of (a) USD 100.00
and (b) the Contracted Facility Capacity in MW for each Day of delay of the Commercial Operations Date
beyond the Required Commercial Operation Date. In no event shall the total amount of damages thus
assessed exceed 12 (twelve) months of liquidated delay damages.
Failure to Meet Contracted Facility Capacity

 If the initial Dependable Capacity Test shows that Initial Dependable Capacity is less than the Contracted
Facility Capacity but greater than the Threshold Capacity, the Company will have the option for a period of
three months to increase the Initial Dependable Capacity to the Contracted Facility Capacity at its own cost,
given that it makes the necessary liquidated damage
 On or before the occurrence of the Simple Cycle Commercial Operations Date, if the Initial Dependable
Capacity is set at a level that is below the Contracted Simple Cycle Capacity, the Company shall pay to BPDB
as liquidated damages an amount equal to USD 1,000 per kW times the difference between the Contracted
Simple Cycle Capacity and Initial Dependable Capacity, provided that such a difference does not exceed an
amount equal to 10% of the Contracted Combined Cycle Capacity.

 On or before the occurrence of the Commercial Operations Date, if the Initial Dependable Capacity is set at
a level that is below the Contracted Facility Capacity, the Company shall pay to BPDB as liquidated damages
an amount equal to USD 1,000 per kW times the difference between the Contracted Facility Capacity and
Initial Dependable Capacity, provided that such a difference does not exceed an amount equal to 10% of
the Contracted Combined Cycle Capacity.
Security Deposit
Proposal Security
Delivered by the Project Sponsor to the Power Cell on the Bid Date.
Performance Security Deposit

 The Company shall within fifteen (15) days following the Financial Closing Date deliver to BPDB the
Performance Security Deposit.
 The Performance Security Deposit shall terminate after delivery of the Operations Security Deposit to
BPDB.
Operations Security Deposit

 Not later than thirty (30) days after the Commercial operation Date, the Company shall deliver to BPDB the
Operations Security Deposit in an amount equal to the operating security Deposit Amount to ensure the
proper operation and maintenance of the Facility.
 It will consist of an unconditional irrevocable bank guarantee issued by a scheduled bank in Bangladesh or
by a foreign bank duly authenticated by a scheduled bank in Bangladesh and shall by its terms be
encashable at a bank in Dhaka, Bangladesh
Tariff, Billing and Payment

The Reference Tariff is specific for each Contract Year. For each Contract Year, The Reference Tariff is composed
of two components:
 Reference Capacity Price for dependable capacity, and
 Reference Energy Price for net energy output
The Reference Capacity Price is composed of two components:

 Reference non-escalable capacity price , and
 Reference escalable capacity price, consisting of reference foreign escalable capacity price and reference
local escalable capacity price
The Reference Energy Price is made up of two components:
 Reference Variable operation and maintenance component, consisting of reference foreign variable
operation and maintenance component, and reference local variable operation and maintenance
component
 Reference gas price, payable by BPDB for 1 kWh for Net Energy Output
Energy Payment Assumptions

 Gas price shall be the delivered price at the facility set by the GOB under the Gas Supply Agreement,
inclusive of all transportation charges and all taxes and other charges

 Interest payments and fees payable to foreign lenders under financing documents shall be exempted from
tax or withholding tax in Bangladesh during the term of the PPA
 The company and its contractors shall be exempted from
o Payment of any tax to import plant and equipment, prior to the Commercial Operations Date,
to be permanently incorporated into the Facility or required for the construction,
commissioning, testing, operation and maintenance of the Facility, and
o Payment of any taxes, including custom duties and VAT on spare parts or repaired or
refurbished parts imported during the period commencing on the date hereof and continuing
until the 12th anniversary of the Commercial Operations Date
 Foreign investors are also exempted from the payment of the capital gains taxes in the jurisdiction of their
domicile, be exempt from the payment of the capital gains taxes in Bangladesh in respect of a transfer or
disposal of ordinary share capital of the company during the term of the PPA
Pass-Through Items
Pass-through items may be invoiced by the company to BPDB on the basis of actual cost incurred by the
company and in the currency in which such costs are incurred by the company.
Insurance
Maintenance of Insurance Policies

The Company at its sole cost and expense shall obtain and maintain policies to be in place depending upon the
purpose and coverage of the insurance during the Term.
 The insurance coverage is the minimum insurance that the Company shall maintain during the Term; the
Company shall obtain any additional coverage required by the Lenders and/or the Laws of Bangladesh
and/or deemed necessary by the Company; and
 The Company shall not be in breach of its obligations if and to the extent that any particular insurance is
unavailable to it on commercially reasonable terms and conditions.
 In case of non-availability of a required insurance at commercially viable terms due to a Political Force
Majeure event, the additional cost of such insurance shall be recovered by the Company from BPDB and
treated as a pass-through item
The major insurance coverage, as per the PPA, is as follows:
Insurance Parties Insured
Insurance during Construction Period
Company, contractors and suppliers to the company

Marine and Air Cargo insurance
and contractors
Delay in start-up (following Marine incident) Company and lenders
Company, contractors, all suppliers and consultants,

Contractor’s all risk
GOB, BPDB and lenders
Delay in start-up (following Contractor’s all risk) Company, lenders and O&M contractors
Insurance during operational period

All risks insurance Company, O&M contractor, GOB, BPDB and Lenders
Consequential loss (following all risks) Company, O&M contractor and lenders
Machinery breakdown Company, lenders, BPDB and O&M contractor
Consequential loss (following machinery

Company, lenders and O&M contractor
breakdown)
Insurance during construction and operational

period
Company, lenders, contractors, O&M contractors, all

Public liability
suppliers and consultants, GOB and BPDB
Workers compensation and employers liability
Force Majeure
Force Majeure (FM) includes political events that occur inside or directly involve Bangladesh, changes in law,
any act of war, other events beyond the reasonable control of the affected party, including but not limited to
uncontrollable events (such as natural disasters); fire, explosion or chemical contamination; epidemic or
plague; a lapse of consent (unless such lapse is a political force majeure event); political events occluding
outside Bangladesh and do not directly involve Bangladesh etc.
Duty to Mitigate
The affected party shall use all reasonable efforts to mitigate the effects of a Force Majeure event, including
but not limited to, the payment of all reasonable sums of money by or on behalf of the affected Party, which
sums are reasonable in light of the likely efficacy of the mitigation measures.
Delay Caused by Force Majeure

As long as the affected party has at times complied with its obligations under the Duty to Mitigate:
 The affected party shall not be liable for any failure or delay in performing its obligations (other than an
obligation to make payments) under this PPA during the existence of a Force Majeure Event
 Any performance deadline shall be extended accordingly
 Upon the occurrence of any Force Majeure Event after the COD, then during the Force Majeure event,
BPDB shall pay to the Company (i) Energy Payments for Net Energy Output delivered during such Force
Majeure Event plus (ii) Capacity Payments as calculated in a manger described in the Agreement
Environmental Regulations
With respect to matters of health, safety and protection of the environment as they may be affected by the
Project, the Company shall comply with the more restrictive or onerous requirements of:
 the applicable Laws of Bangladesh
 the Environmental Guidelines

6.2 IMPLEMENTATION AGREEMENT (IA)
Guarantee
The GOB guarantees the payment obligations of BPDB under the PPA and LLA, PGCB under the IA, and the Gas
Supplier under the GSA.
Government Authorization for the project

 Company has to make all the required government applications for the Government Authorizations in the
prescribed form and with prescribed fee to the appropriate relevant authorities within 60 days of the
execution of the Implementation agreement
 Upon the request of the company the GOB shall support and use all reasonable efforts to expedite the
consideration of the company’s applications.
Remedies for Government Non-performance

 If the company and its contractor fulfill all the requirements as per the guidelines but do not get the
authorizations within sixty (60) days, or any critical government authorization is not received within thirty
(30) business days, following the later of the date of this Agreement or filing of the application, then the
required Financial Closing Date and the Required Commercial Operation Date have to be extended on a Day
to Day basis for each day of such delay.
 If such outstanding authorizations have not been issued or renewed by the end of six (6) months beginning
on the last day of the aforesaid period, then the company has the right to terminate all the agreements
including Power Purchase Agreement, Land Lease Agreement, Gas Supply Agreement and implementation
Agreement with no further obligation to BPDB (both as power purchaser and/or lessor of the land), the gas
supplier, GOB and/or PGCB respectively.
Site Acquisition, Construction and Operation

 BPDB has lawfully leased the demised premise to the company.
 The company has to obtain adequate water supplies for the facility, make arrangements for delivery and
receipt of the materials and equipments at port facilities in Bangladesh, required for construction of the
facility, and for transporting these items to the site from the port.
 The company shall design, finance, construct, install, test, commission, own, operate and maintain the
facility in accordance with the relevant project agreements and environmental guidelines, provided that the
Company may contract with construction contractor to design, construct, install and commission the
facility, and with O&M contractor to operate and maintain the facility.
 However, appointment of such contractors shall not relieve the Company of any of its obligations for
design, finance, insure, acquisition, construction, completion, commissioning, operation or maintenance of
the Facilities.
 The company has to deliver certificates to the GOB of a duly authorized officer of the company mentioning
the name and nationality of the Construction contractor and any major sub-contractor within thirty (30)
business days prior to execution of the Construction Contract.
 The Such certificate shall also identify in detail the total cost of spare parts (cost plus transportation cost)
expected to be imported by the Company or the construction contractor under the Construction Contract,

and the total cost (cost plus transportation cost) of all the equipments to be supplied under the
Construction Contract for incorporation in the facility
 The company also has to deliver a certificate to the GOB mentioning the actual cost (cost plus
transportation cost) of all the spare parts and equipments imported for incorporation into the facility within
thirty (30) business days following the occurrence of the Commercial Operation Date.
 The company has to deliver certificates to the GOB of a duly authorized officer of the company mentioning
the name and nationality of the O&M contractor and any major sub-contractor within fifteen (15) business
days prior to execution of the O&M Agreement.
Interconnection
 PGCB shall procure the design, construction, installation, commissioning, operation and maintenance of,
and own the interconnection and transmission facilities in accordance with the terms of this Agreement.
 The company shall within thirty (30) days of a request from PGCB, provide all necessary information for
design, construction and completion of the interconnection and transmission facilities for the 400kv
switchyard.
 The company shall grant all permanent easements and right-of-way to PGCB across the demised premises
to install, operate, maintain, replace and/or remove the ITF segment
 PGCB shall at its sole expense construct, test and commission the ITF segment (230 kv transmission line
from Bibiyana to Comilla, 230 kV substation at Fenchuganj and the 230 kV transmission line from BIbiyana
to Fenchuganj) no later than 4 months prior to the later of (1) the required simple cycle operation date and
(2) the scheduled simple cycle operation date.
Failure to meet scheduled completion of Interconnection and Transmission Facilities

 If PGCB fails to complete the ITF segment in accordance with agreement, resulting in a delay to attain the
simple cycle and/or commercial operation date, the required simple cycle operation and the commercial
operation date shall be extended on a day for day basis by the number of days the completion of this
segment has been delayed.
 In case of delay, PGCB shall pay make monthly payments to the company, in a manner described in the
Implementation Agreement
Import Controls
 The company and the contractor have the right to import all items (including spare parts and replacements
to the spare parts inventory) required for the design, construction, installation, commissioning, operation
and maintenance of the facility without any restriction.
 GOB shall within five (5) business days following receipt from the Company of all required information
regarding the plant and machinery, issue a certificate to the Customs Authority confirming that such items
are to be imported without any restriction or payment of taxes, custom duties and VAT.
 In case of additional delay of seven (7) business days on top of the on top of the permitted delay in getting
clearance, the Company will be given a Day to day extension, starting from the end of the seven business
day period up to the Required Commercial Operation Date.

Bank Accounts and Foreign Exchange
 All the company’s transactions relating to the Project that require foreign currency, including debt servicing
and earning repatriation, will be initiated through bank accounts in Bangladesh in accordance with the
Foreign Exchange Regulations Act, 1947 (Act VII of 1947).
 Foreign currency provided by foreign lenders, liquidated damages paid by foreign contractor or vendors,
proceeds of insurance and reinsurance by foreign insurers, and any other foreign sources used to pay these
parties may be paid directly to such persons through bank accounts of the company located outside
Bangladesh.
 The GOB shall ensure that the Bangladesh Bank gives the company and its contractor consent for the
opening and operation of Taka and Dollar bank accounts both inside and outside Bangladesh
 The GOB shall ensure that the Company receives permission from Bangladesh Bank to open and maintain
dollar bank accounts required for project implementation (including reserve of Escrow accounts required by
Foreign lenders) outside Bangladesh, and transfer funds from (to) its accounts in Bangladesh to (from) the
accounts maintained outside Bangladesh to carry out the project.
Availability of Dollars
The company shall be permitted to purchase Dollars through normal commercial channels in the amount
necessary for or in respect of:
 Meeting the company’s foreign currency payment obligations
 The repatriation by the company of any capital contributions or dividends to foreign investors and
repatriation upon conversion of Dollar proceeds from sales of Ordinary Share capital purchased with
foreign currency.
 The foreign currency expenses of the project (e.g., remuneration of the Construction Contractor; O&M
Contractor and Lenders; applicable fees, salaries & other monetary emoluments of its employees, agents,
and direct foreign collaborators, experts and suppliers, and the purchase of spare parts; payments of
premiums and fees to offshore insurers and reinsures)
 All payments into or out of reserve or Escrow Accounts requires by the lenders under the financing
documents or by BPDB under the Power Purchase Agreement that require foreign currency
 Any compensation payment by GOB in the event of termination of this agreement
 Payment made to any foreign contractor in the event of restoration or modification of the facility
 Any payments of the liquidated damages by BPDB or by gas supplier to the company under the agreements
 Meeting the company’s payment requirements in Foreign Currency under the financing documents,
including repayments of principal, interest, commission fees, expenses, costs, lender make-whole payments
and other pre-payment costs and realization of remedies under the Guarantee
The GOB shall ensure that Bangladesh Bank gives any general or specific permission or government
authorization required under the Exchange Regulations Act to authorize any of the accounts, transfers,
conversions or transactions expressly provided in this agreement.
Assignment and Security

 For the purpose of financing the facility the company may assign to a security interest in favor of the
lenders in its rights and interests under (I) this agreement, (II) any agreement or document include in the

security package, (III) the facility (IV) the site, (V) the movable, immovable and intellectual property of the
company or (VI) the revenues or any of the rights or assets of the company.
 In case of default, by giving the notice to the PGCB and the GOB, the lenders have the right to (i) take
possession of the facility and prior to the commercial operation date, complete construction of the facility
and operate the same and after the commercial operation date operate the same and (ii) cure any
continuing company event of default under this agreement.
 The lenders can assign their rights and interest to a transferee acceptable to the GOB so long as such
transferee shall assume all of the obligations of the company under this agreement.
Restriction on acquisition and transfers of shares or asset

 During the term of the agreement neither the GOB nor any relevant GOB agency can own or control 26%
issued ordinary share capital or more.
 The Lead Shareholder (Summit Industrial and Mercantile Corporation (Pvt) Limited) has to hold minimum
51% of the ordinary share capital at any time prior to the commercial operation date and minimum 40% at
any time following the commercial operation date and prior to sixth anniversary of the commercial
operation date and prior to the 6th anniversary of the commercial operation date.
 The Operating Shareholder (GE Energy LLC) can not transfer shares which would result in its owning les
than 20% of the ordinary share capital at any time prior to the commercial operation date and less than
11% at any time following the commercial operation date and prior to sixth anniversary of the commercial
operation date.
Force Majeure
Force Majeure (FM) includes political events that occur inside or directly involve Bangladesh, changes in law,
any act of war, other events beyond the reasonable control of the affected party, including but not limited to
uncontrollable events (such as natural disasters); fire, explosion or chemical contamination; epidemic or
plague; a lapse of consent (unless such lapse is a political force majeure event); political events occluding
outside Bangladesh and do not directly involve Bangladesh etc.
Restoration Compensation
In case of political force majeure results in material damage to the facility that requires a material modification
or repairing, the company shall within twenty-eight (28) days after date by which it was first required to
provide notice to the GOB, develop and deliver to the GOB a preliminary written estimate (Preliminary
Estimate) of:
 The projected range of cost of the restoration less any insurance proceeds available or likely to become
available to the company (the Restoration Cost Estimate); and
The company shall make the preliminary estimate as comprehensive and as complete as possible under the
circumstances and the GOB and the company shall meet within fifteen (15) days of the delivery of the
preliminary estimate to discuss the conclusions. The cost of restoration should be four hundred and fifty
thousands dollars (USD 450,000) or more.
Payments due to political force majeure event or change in law

 Prior to the simple cycle operation date, the GOB shall within twenty-five (25)days of demand from the
company pay the company for each month (or portion thereof) of the carrying cost period an amount equal
to the carrying cost plus fifty percent (50%) for the first 30 days of the carrying cost period and 100% for the

remainder, if any, of the carrying cost period of the escalable capacity payment that would been due and
payable to the company by the BPDB, had the simple cycle operation date and commercial operation date
occurred on the scheduled time immediately prior to the occurrence of the political force majeure or
change in law.
 Following the occurrence of the simple cycle operation date but prior to the commercial operation date,
the GOB shall within twenty five (25) days of demand from the company, pay the company for each month
(or portion thereof) of the carrying cost period an amount equal to the carrying cost plus fifty percent
(50%) for the first 30 days of the carrying cost period and 100% of the remainder, if any, of the carrying cost
period of the escalable capacity payment that would been due and payable to the company by the BPDB,
had the simple cycle operation date and commercial operation date occurred on the scheduled time
immediately prior to the occurrence of the political force majeure or change in law less any capacity
payments payable to the company for the relevant month.
Rights and remedies upon an event of default

 Notice of intent to terminate
o Upon the occurrence of default the non-defaulting party may give a notice of intent to
terminate to the default party copied to the other parties.
o The notice of intent to terminate should specify in reasonable detail the events of default
 Consultation: following the delivery of a notice of intent to terminate the party shall consult for a period of:
o Forty-five (45) days in case of a failure by any party to make payments when due and
o Ninety (90) days with respect to any other event of default
6.3 LAND LEASE AGREEMENT (LLA)
General Terms
BPDB has obtained, under agreement with the GOB, a certain parcel of land comprising approximately 37
acres, which land was acquired by the GOB pursuant to its and which parcel includes the Demised Premises
comprising approximately 10 acres, the Access Road Corridor and the Local Road Corridor as well as any
appurtenances, rights-of-way and access to and from public highways at Bibiyana, approximately 180
kilometers northeast of Dhaka. The Agreement is valid for a period of 24 (twenty-four) years from the date of
COD.
BPDB shall deliver to the Company exclusive and continuing possession of the Demised Premises and non-
exclusive, free and unfettered use of the Access Road and the portion of the land for Extended Access Road on
or before the date that is no later than Ninety (90) Days following the Project Effective Date (the "Scheduled
Possession Date"). The LLA shall be signed after BPDB has its title and possession on land.
Obligations
 BPDB shall procure the registration of this Lease Agreement under the Registration Act, 1908 (Act XVI of
1908) and provide to the Company, by no later than the date one hundred and twenty (120) Days following
the Project Effective Date.

 The Company agrees and covenants to pay the Rent of taka four million (Tk. 4,000,000) per Contract Year
for the first five to BPDB commencing on the possession date.
 The Company will make all the payments as per rates specified Schedule II in this agreement.
 The Company may assign to, or grant a security interest in favor of, the Lenders in its rights and interests
under some consideration.
 The Company agrees that it will not use or permit any person to use the Demised Premises, the Extended
Access Road, or any portion thereof, in a manner that contravenes any provision of the Laws of Bangladesh.
 Any other material breach by the Company of the Lease Agreement that is not remedied within thirty (30)
Days after notice from BPDB stating that a material breach of this Lease Agreement has occurred and is
continuing that could result in the termination of this Lease Agreement.
 The failure by the Company to make any payment of the Rent or other charges or payments required to be
made by it hereunder within thirty-five (35) Days of the due date could result termination of the lease
agreement.
 The Possession Date does not occur within one hundred and eighty (180) Days of the Financial Closing
Date.
Termination
 Upon the occurrence of a BPDB Event of Default or a Company Event of Default that is not cured within the
applicable period for cure, the non-defaulting Party may initiate termination of the Lease Agreement by
delivering a notice.
 Upon expiration or termination of the agreement, the Companies will immediately surrender the piece of
land to BPDB, failing which they will continue to pay rent for each additional day in a manner mentioned in
this agreement.
6.4 GAS SUPPLY AGREEMENT (GSA)
General Terms
 Gas supplied must have a Higher Heating Value of 950 BTU (HHV) per standard cubic foot, and follow other
specification as provided in the agreement.
 The Company shall purchase from the Gas Supplier, and the Gas Supplier shall sell to the Company, all the
Facility’s requirements during the Term, to the extent of the Maximum Hourly Quantity and the Daily
Contract Quantity.
 Both the Companies will have a Minimum Purchase Obligation each year.
Warranty
The Gas supplier warrants and covenants with the company that it will or will cause its suppliers to develop
and maintain sufficient gas reserve and supplies at all times following the scheduled commissioning period
start date to enable it to deliver to the point of delivery gas requested by the company under the terms of this
agreement.

Payments
 The Commercial Delivery Payment will be equal to the then-prevailing Gas Price multiplied by the number
of MSCF of Gas actually delivered by the Gas Supplier to, and received by the Company at the point of
Delivery pursuant to the terms of the agreement during a month.
 The parties agree that the price of Gas per MSCF will be adjusted pro rata to offset the reduced or excess
Btu content.
 Energy price will be a complete pass-through component to be paid back to the companies by BPDB.
 In the event that the GOB no longer establishes the price of natural gas, an alternate price indexation
formula or price index or rate shall be used for adjustment of the price of Gas sold.
Liquidated Damages
If the Gas Supplier fails to make Gas available at the Point of Delivery or fails to perform any other obligations
any time during the period between the Scheduled Commissioning Period Start Date and the Commercial
Operation Date, then the Gas Supplier shall pay to the Company as liquidated damages.
Force Majeure
In the event of Force Majeure Event excuses the failure or delay of performance by a party of a material
obligation with respect to the Gas Supplier, then the party will have the right to terminate the Agreement
without liability or obligation.
License and Certificates

The Companies are in the process of obtaining all required license, approvals, certifications and authorizations
required for implementation and operation of the power plants Both the Lead Arranger and the Borrowers will
provide a certificate, prior to disbursement of the facility amount, confirming completion of all required
licensing, certification, approvals and authorizations.

7. CIB STATUS
7.1 CIB STATUS

The CIB undertaking in the name of the company directors is in the process of being collected from Bangladesh
Bank (the Central Bank). Any disbursement will be subject to unclassified (clean) status of the CIB report.

8. SOCIAL & ENVIRONMENTAL IMPACT ASSESSMENT
8.1 BACKGROUND
The Companies require environmental clearance from the Department of Environment (DoE), Ministry of
Environment and Forest, Government of the People's Republic of Bangladesh according to The Bangladesh
Environment Conservation Act, 1995 (Amended in 2002).
Map-: Location Map of Bibiyana Independent Power projects (BIPP)
In this regard, Summit has appointed Bangladesh Centre for Advanced Studies (BCAS) to carry out the following
studies of the two power plant projects:
 The Initial Environmental Examination (IEE), and
 A detailed Social and environmental Impact Assessment (SEIA)
For this purpose, the performance standards set by IFC in 2006 are being followed.
8.2 INITIAL ENVIRONMENTAL EXAMINATION (IEE)

The Initial Environmental Examination (IEE) is a prerequisite to obtain Site Clearance Certificate (SCC) from the
Department of Environment (DOE). It is an assessment of the physical, biological, environmental and social
aspects of a project.
The physical and biological environment mainly includes:

 Climate
 Hydrology and Drainage System
 Air Quality
 Topography
 Land Use Pattern
 Natural Vegetation
 Animal Resources
 Wildlife and Biodiversity
Information of these aspects was collected from a baseline study carried out by BCAS itself for IFC in 2009.
8.3 SOCIAL AND ENVIRONMENTAL IMPACT ASSESSMENT

The SEIA study will mainly include:
 Socio-economic study of the project area through primary data collection in the project area
 Survey of the Project Affected Persons (PAPs) for determining the compensation package and evolve the
Resettlement Action Plan (RAP) for people affected both in terms of land loss but also loss of livelihood as
result of this project
 Carry out an Initial Poverty and Social analysis (IPSA) as per the requirement of the ADB
 Several Environmental Modeling Activities carried out are:
o Thermal Dispersion of cooling water
o Flue Gas Dispersion Modeling
o Sound Modeling
 Continuous Air Quality Monitoring and sampling being carried out for three months in the pre-monsoon
time
 Continuous sound lineal monitoring being undertaken
 Analysis of Waste (Solid, Liquid)
The performance standards of IFC has been followed in the SEIA which correspond to eight major parameters
as mentioned below:
 Performance Standard 1 will establish the importance of social and environmental impacts, risks, and
opportunities of project, effective community engagement, and the client’s management of social and
environmental performance throughout the life of the project.
 Performance Standard 2 will establish and improve labor and working conditions
 Performance Standard 3 will work for pollution prevention and abatement
 Performance Standard 4 will consider the following:
o Effects due to influx of Labor during construction phase on the local community
o Project security management and security personnel interaction mode

o Increased traffic both on river and road and its impact on the local community
o Timing for transportation especially heavy equipment to be recommended
o Assess noise during construction
o Community support assessment through press briefing and through meetings
o Community disclosure and consultation during construction and operation period
o Community grievance
o Past natural vulnerabilities and impact, and assessing potential increased risks
o Identify project alternative
 Performance Standard 5 will consider issues regarding land acquisition and involuntary resettlement
 Performance Standard 6 will assess the impact on Biodiversity conservation according to the IUCN red list
on ecological conservation, and Sustainable Natural Resource Management. A habitat maps within 10km
showing temporal geographical habitats. They will give special emphasis on possibilities of river Kushiara
fish species population impacts.
 Performance Standards 7 and 8 assess the impact on indigenous people and cultural heritage
The assessment reports are expected to be completed within May 15, 2011.
A details work plan and schedule has been provided in the Annexure.

9. RISKS MITIGATION
9.1 POLITICAL RISK

 The sponsors won the project through a transparent and internationally competitive tendering process
 The two power plants will generate a total of 682MW of electricity, making it one of the largest power
generation projects of the country. Considering the increasing gap between electricity demand and supply,
continued operation of both the power plants is highly desirable by all parties. Moreover, change in the
political scenario in the previous years has not caused any major disruption of any operational power plants
in the country.
 Multilateral agencies such as IFC, ADB etc, will be acting as co-lenders in this project. As such, any negative
political interference is highly unlikely considering the importance of maintaining a good rapport with such
agencies by different stakeholders in the country.
9.2 CONSTRUCTION AND PROJECT IMPLEMENTATION RISK

 The main equipments are to be sourced from GE USA, one of the most renowned names globally for their
impressive track record in providing turbine engines and installing combined cycle power plant projects
worldwide.
 Experts from both Summit and GE will be responsible for project management, including equipment
installation and commission.
 Summit is the leading power generating company of the country with a highly skilled team of management
with proven track record of implementing power projects of such scale and complexity.
 The project companies will also enter into EPC agreements with the EPC contractor that provide sufficient
provisions for Liquidated Damages (LD) for any non performance or from delay in project implementation.
9.3 TECHNOLOGY AND OPERATIONAL RISK

 The major equipments will be sourced from GE, reputed for their world-class equipments. Other
machineries will be sourced from different suppliers as per specifications of the main engines.
 The supplier will be responsible for ensuring attainment of desired capacity output, supply of spare parts,
heat rates etc.
 Summit has extensive experience in managing similar projects, gained through implementation and
operation of a number of power plants in different locations of Bangladesh. The total generation capacity of
Summit is now around 508 MW with another 1,200 MW power plant projects in the pipeline.
 In addition, GE is widely experienced in co-development and ownership of large infrastructure projects
throughout the world, especially in the power sector. It has co-developed over 70 (seventy) power and 5
(five) water projects, in addition to having co-ownership of over 26,000 MW and 100 MIGD plants globally.
 The project agreements have provisions of liquidated damages in case of failure by any government related
agencies disrupting project operations.

9.4 RAW MATERIAL RISK
 The Gas Supply Agreement will ensure that the required amount of gas, conforming to the specifications,
will be at all times to the project companies for running their operations.
 Any deviation from the terms and conditions in the Gas Supply Agreement will entitle the project
companies for compensation. In addition, the price of the raw material will be a pass-through component
thus mitigating any risk due to price escalation of the raw material.
9.5 FOREIGN EXCHANGE RISK

 As per the Implementation Agreement, the project companies will be entitled to transact in foreign
currency as required by the project companies to meet company’s foreign currency payment obligations
under any agreement related to the transaction.
 The GOB shall ensure that Bangladesh Bank gives the company and its contractors for the opening and
operation of Taka and Dollar bank accounts
 The GOB shall ensure that Bangladesh Bank gives any general or specific permission or government
authorizations required under the Exchange Regulations Act to authorize any of the accounts, transfers,
conversions or transaction required under the Exchange Regulations Act to authorize any of the accounts,
transfers, conversion or transactions expressly provided in the Implementation Agreement.
9.6 SOCIAL AND ENVIRONMENTAL RISK

 The project companies are required to undertake all necessary actions to prevent any environment and
social impact, resulting from operation of the power plants.
 Environmental and social impact assessment has been undertaken by Bangladesh Centre for Advanced
Studies (BCAS) to asses the impact of the project and facilitate adoption of mitigation measures.
9.7 PAYMENT RISK

 As per the Purchase Agreement, BPDB will provide an unconditional and irrevocable letter of credit for an
amount equal to the aggregate of two months of capacity payments, and variable operation and
maintenance payments.
 In addition, GOB, through the Implementation Agreement, shall guarantee payment to the project
companies every sum of money that BPDB, the gas supplier, the land lessor and PGCB are obligated to pay
as liquidated damages, resulting from failure on their end in meeting any of the project obligations, as
outlined in the relevant project agreements.
9.8 TRANSMISSION RISK

 PGCB shall construct, test and commission the interconnection of the facilities through a 230kV
transmission line from Bibiyana to Comilla, 230KV sustention at Fenchuganj and a 230kV transmission line
from Bibiyana to Fenchuganj.

 Failure of completing the interconnection of the facilities in accordance with the project agreement shall
extended the required period for commercial operation by the project companies.

10. FINANCIAL ASSUMPTIONS
A financial model has been prepared by Standard Chartered Bank, Mumbai to analyze the overall feasibility of
Summit Bibiyana I and II power plant projects. The assumptions for the project are provided below.
10.1 General Assumptions: (Economic Parameters)

 BDT escalation rate: 5%
 USD escalation rate: 2.3%
10.2 Project related assumptions

 Simple cycle capacity: 222 MW
 Close cycle capacity: 341 MW
 Plant Load Factor: 84.60 %
 Project tenure: 22 years
 Gas price (USD/GJ) : 2. 4
10.3 Revenue Assumptions

 As per PPA, the tariff of the power plant will have two components: i) Reference Capacity Price and ii)
Reference Energy Charge
 Reference Capacity price will have two components: i) non-escalable and escalable component.
 Reference Energy price will include reference variable and maintenance component and reference gas
price, which shall be the price payable by BPDB for one (1) Kwh of net output based on the reference heat
rate corresponding to particular plant load factors.
10.4 Financing Assumptions

 6 month LIBOR: 0.47 %
10.5 Working Capital Assumptions

 Receivable days : 2 months
 Payable days: 1.5 months
Note:
 The Financial Model may be revised from time to time within financial closure and any changes in the said
model will subsequently be notified to the lenders/PFIs. Hence, the updated model & assumptions will be
the integral part of the IM and would not require to be referred to the approving authorities.

11. ANNEXURE
 Projected Financials of Summit Bibiyana I Power Company Limited and Summit Bibiyana II Power Company
Limited :
i) Summary, ii) Detail Assumptions, iii) Projected Balance Sheet, iv) Projected Profit and Loss Statement, v)
Projected Cash Flow Statement, vi) Key Ratios
 Copies of Certificate of Incorporation, Certificate for Commencement of Business and Form XII of SBPCL I
and SBPCL II (enclosed CD)
 Copy of Memorandum & Articles of Association of SBPCL I and SBPCL II (enclosed CD)
 Form XV – Return of Allotment of SBPCL I (enclosed CD)
 Copy of the draft Projects Agreements of SBPCL I and SBPCL II (Power Purchase Agreement, Implementation
Agreement, Gas Supply Agreement and Land Lease Agreement) (enclosed CD)
 Project Implementation Schedule (enclosed CD)
 Work plan and schedule from Bangladesh Centre for Advanced Studies (enclosed CD)

Information Memorandum

Uploaded by

Copyright:

Available Formats

Information Memorandum

Uploaded by

Document Information

Original Description:

Copyright

Available Formats

Share this document

Share or Embed Document

Sharing Options

Did you find this document useful?

Is this content inappropriate?

Copyright:

Available Formats

Information Memorandum

Uploaded by

Copyright:

Available Formats

Information Memorandum

Raising USD 115 Million of IPFF Fund for

IDLC Finance Limited

Dutch-Bangla Bank Limited The City Bank Limited

IDLC Finance Limited | Confidential 2

Summit Bibiyana I Power Company Limited and

Mr. Kazi Farhan Zahir Ms. Zurat Haque

IDLC Finance Limited | Confidential 3

Dutch-Bangla Bank Limited

IDLC Finance Limited | Confidential 4

IDLC Finance Limited | Confidential 5

IDLC Finance Limited | Confidential 6

Information provided by Relevant Parties

IDLC Finance Limited | Confidential 7

AD Ratio Advance-Deposit Ratio

BCAS Bangladesh Centre for Advanced Studies

BPDB Bangladesh Power Development Board

BTU British Thermal Unit

CEI Chief Electric Inspector

COD Commercial Operation Date

CRR Cash Reserve Ratio

DESCO Dhaka Electric Supply Company

DOE Department of Environment

DPDC Dhaka Power Distribution Company Limited

EA Office of the Electric Advisor

ECC Environmental Clearance Certificate

EIA Environmental Impact Assessment

EPC Engineering, Procurement and Commissioning

GE General Electric Company

GOB Government of Bangladesh

GSA Gas Supply Agreement

HRSG Heat Recovery System Generator

IDB Islamic Development Bank

IDCOL Infrastructure Development Company Limited

IEE Initial Environmental Examination

IFC International Finance Corporation

IPFF Investment Promotion and Financing Facility

IDLC Finance Limited | Confidential 8

ITF Interconnection and Transmission Facility

IWPP Independent Water and Power Plant

LLA Land Lease Agreement

LOI Letter of Intent

MIGD Million Imperial Gallons per Day

MPEMR Ministry of Power, Energy and Mineral Resources

MSCF One Thousand Standard Cubic Feet

O&M Operations and Management

PBS Palli Bidyut Samity

PFI Participating Financial Institution

PGCB Power Grid Company of Bangladesh

PPA Power Purchase Agreement

REB Rural Electrification Board

RJSC Registrar of Joint Stock Companies and Firms

SBPCL I Summit Bibiyana I Power Company Limited

SBPCL II Summit Bibiyana II Power Company Limited

SCC Site Clearance Certificate

SEIA Social and Environmental Impact Assessment

SLR Statutory Liquidity Requirement

S&P Standard and Poor's

TOR Terms of Reference