Common use of Financing Plan Clause in Contracts

Financing Plan. The financing plan for the Integrated Road Investment Program is summarized below. Financing Source Total ($million) Share (%) of Total Asian Development Bank 800.0 88.3 Government of Sri Lanka 106.0 11.7 Total (Investment Program) 906.0 100.0 Each tranche may be financed under terms different from the financing terms of previous or subsequent tranches. The choice of financing terms will depend on the project, capital market conditions, and ADB’s financing policies, all prevailing on the date of signing the legal agreement for such tranche. Tranches may be provided in sequence or simultaneously, and some may overlap in time with each other. Commitment charges or guarantee fees are not payable on the Facility. They are payable only on financing actually committed by ADB as a loan or guarantee. ADB rules on commitment charges and guarantee fees, which are in effect when the legal agreements are signed for a tranche, will apply with respect to such tranche. Amount The maximum financing amount available under the Facility is eight hundred million US dollars ($800,000,000). It will be provided in individual tranches from ADB’s Ordinary Capital Resources1 and/or Special Funds Resources2 in Loans. Availability Period The last date on which any disbursement under any tranche may be made will be on or before 30 September 2024. The last financing tranche is expected to be executed no later than 31 December 2021. Terms and Conditions Sri Lanka will cause the proceeds of each tranche to be applied to the financing of expenditures of the Investment Program, in accordance with conditions set forth in this FFA and the legal agreements for each tranche. Execution The Executing Agency will be the Ministry of Highways, Ports and Shipping (MOHPS). The Implementing Agency will be the Road Development Authority (RDA). The Executing and Implementing Agencies will implement the Investment Program in accordance with the principles set forth in Schedule 1 to this Agreement, and as supplemented in the legal agreements for each tranche. Periodic Financing Requests Sri Lanka may request, and ADB may agree, to provide loans under the Facility to finance the Investment Program and its related projects upon the submission of a Periodic Financing Request (PFR). Each PFR should be submitted by Sri Lanka. Sri Lanka will make available to MOHPS and the Road Development Authority (RDA) the proceeds of the tranche in accordance with the related PFR, and the legal agreements for the tranche. Each individual tranche will be for an amount of no less than fifty million US dollars ($50,000,000), or its equivalent. ADB will review the PFRs and, if found satisfactory, prepare the related 1 Provisions of the Ordinary Operations Loan Regulations applicable to LIBOR-Based Loans Made from ADB's Ordinary Capital Resources, dated 1 July 2001, would apply to each Loan, subject, to modifications, if any, that may be included under any Loan Agreement (said Ordinary Operations Loan Regulations as so modified, if any, being hereinafter called the Loan Regulations).

Financing Plan. The indicative financing plan for the Integrated Road Investment Network Development Program for the period of 2006-2015 is summarized below. Financing Source Total ($million) Share (%) of Total Details are set forth in Schedule 1 to this FFA. Road Network Development Program a Asian Development Bank 800.0 88.3 Government of Sri Lanka 106.0 11.7 Total (Investment 500.0 15 Azerbaijan and Other External Financiers b 2,861.1 85 Asian Development Bank Ordinary Capital Resources 190.0 76 Special Funds Resources 10.0 4 Azerbaijan 49.0 20 a All figures are indicative. b Includes the European Bank for Reconstruction and Development, Islamic Development Bank, and the World Bank. Source: Asian Development Bank estimates. Financing Terms ADB will provide loans to finance projects, subprojects and components under the Roadmap and Road Network Development Program) 906.0 100.0 , as and when the latter are ready for financing, provided, Azerbaijan is in compliance with the understandings hereunder, and the components, projects, and subprojects are in line with those same understandings. Each loan will constitute a tranche under the Facility. Each tranche may be financed under terms different from the financing terms of previous or subsequent tranches. The choice of financing terms will depend on the project, capital market conditions, and ADB’s financing policies, all prevailing on at the date of signing time the legal agreement for such tranchetranche is documented in a relevant loan agreement. Tranches may be provided in sequence or simultaneously, and some may overlap in time with each other. Commitment charges or guarantee fees are not payable on the Facility. They are payable only on financing actually committed by ADB as a loan or guarantee. ADB rules on commitment charges and guarantee fees, which are in effect when the legal agreements are signed for a tranchetranche is provided, will apply with respect to such tranche. Amount The maximum financing amount available under the Facility is eight five hundred million US dollars ($800,000,000500,000,000). It will be provided in individual tranches from ADB’s Ordinary Capital Resources1 and/or ordinary capital resources1 and Special Funds Resources2 resources.2 The terms and conditions of each loan will be determined in Loansthe context of each tranche and will follow prevailing ADB policies. Availability Period The last date on which any disbursement under any tranche of this Facility may be made will be on or before 30 September 2024December 2014. The last financing tranche is expected to be executed no later than 31 December 20212010. Terms and Conditions Sri Lanka Azerbaijan will cause the proceeds of each tranche to be applied to the financing of expenditures of the Investment draft Roadmap and Road Network Development Program, in accordance with conditions set forth in this FFA Agreement and the legal loan agreements for each tranche. The loan proceeds under the Facility will be used to finance road- subsector projects, or a range of subprojects in the case of sector loans, or project components in the case of a large stand-alone project, for which eligibility and approval criteria are set out in Schedule 4 to this FFA. Execution The Executing Agency for the Roadmap and Road Network Development Program will be the Azerbaijan’s Ministry of HighwaysTransport (MOT), Ports and Shipping assisted by AzerRoadService Open Joint-Stock Company (MOHPS). The Implementing Agency ARS) that will be function as the Road Development Authority (RDA)implementing agency for Project 1. The Executing and Implementing Agencies Agency will implement the Investment Roadmap and Road Network Development Program in accordance with the principles set forth in Schedule 1 to this Agreement, and as supplemented with more details in the legal loan agreements for each tranche. Periodic Financing Requests Sri Lanka Azerbaijan may request, and ADB may agree, to provide loans under the Facility to finance the Investment Roadmap and Road Network Development Program and its related projects and subprojects upon the submission of a Periodic Financing Request (PFR). Each PFR should be submitted by Sri LankaAzerbaijan. Sri Lanka Azerbaijan will make available to MOHPS and the Road Development Authority (RDA) MOT, the proceeds of the tranche in accordance with the related PFR, and the legal loan agreements for the tranche. Each individual tranche will be for an amount of no less than fifty million US dollars ($50,000,000), or its equivalent. ADB will review the PFRs and, if found satisfactory, prepare the related loan agreements. The projects and subprojects for which financing is requested under the PFR will be subject to the selection criteria set out in Schedule 4 1 Provisions of the Ordinary Operations Loan Regulations applicable to LIBOR-Based Loans Made from ADB's Ordinary Capital Resources, dated 1 July 2001, would apply to each such Loan, subject, to modifications, if any, that may be included under any Loan Agreement (said Ordinary Operations Loan Regulations as so modified, if any, modified being hereinafter called the OCR Loan Regulations).

Financing Plan. The financing plan Financing Plan for the Integrated Road Investment Program is summarized below. Financing Source Total ($million) Share (%) of Total Asian Development Bank 800.0 88.3 500.0 65.6% Government of Sri Lanka 106.0 11.7 Total (Investment Program) 906.0 100.0 India and State Government of Manipur 261.6 34.4% 761.6 100.0% Each tranche may be financed under terms different from the financing terms of previous or subsequent tranches. The choice of financing terms will depend on the project, capital market conditions, and ADB’s financing policies, all prevailing on the date of signing the legal 3 agreement for such tranche. Tranches may be provided in sequence or simultaneously, and some may overlap in time with each other. Commitment charges or guarantee fees are not payable on the Facility. They These are payable only on financing actually committed by ADB as a loan or guaranteeloan. ADB rules on commitment charges and guarantee feescharges, which are in effect when the legal agreements are signed for a tranche, will apply with respect to such tranche. Amount The maximum financing amount available under the Facility is eight five hundred million US dollars ($800,000,000500,000,000). It will be provided in individual tranches from ADB’s Ordinary Capital Resources1 and/or Special Funds Resources2 in Loans. ordinary capital resources.1 Availability Period The last date on which any disbursement under any tranche may be made will be on or before 30 September 2024June 2022. The last financing tranche is expected to be executed no later than 31 December 20212019. Terms and Conditions Sri Lanka India will cause the proceeds of each tranche to be applied to the financing of expenditures of the Investment Program, in accordance with conditions set forth in this FFA and the legal agreements for each tranche. Execution and Implementation The Executing Agency for the national highways subprojects will be MoRTH. The Executing Agency for state roads subprojects in the State of Manipur and MPWD capacity development will be the Ministry State of Highways, Ports and Shipping (MOHPS)Manipur acting through MPWD. The Implementing Agency executing agencies will be the Road Development Authority (RDA). The Executing and Implementing Agencies will implement carry out the Investment Program in accordance with the principles set forth in Schedule 1 to this AgreementFFA, and as supplemented in the legal agreements for each tranche. MoRTH will set up a Project Implementation Unit (PIU) in Manipur and West Bengal to implement national highway subprojects. For national highway subprojects in West Bengal, the West Bengal Public Works Department was designated as PIU/Implementing Agency. For national highway subprojects in Manipur, MoRTH will be PIU supported by the Manipur Public Works Department. PIUs will be headed by the Project Director, and will be staffed with qualified officials in the field of road engineering, procurement and contract management, environmental management, resettlement, and accounting. Periodic Financing Requests Sri Lanka Request India may request, and ADB may agree, to provide loans under the Facility to finance projects under the Investment Program and its related projects upon the 1 The Ordinary Operations Loan Regulations applicable to LIBOR-based Loans made from ADB’s Ordinary Capital Resources dated 1 July 2001 or as thereafter amended (the “OCR Loan Regulations”) will apply to each loan under the Facility, subject to modifications, if any, that may be included under any loan agreement. 4 submission of a Periodic Financing Request (PFR)PFRs. Each PFR should be submitted by Sri LankaIndia. Sri Lanka ADB will review the PFR, and if found satisfactory will prepare the related legal agreements. India will make available to MOHPS MoRTH (for the national highways subprojects) and the Road Development Authority State of Manipur (RDAfor state roads subprojects in the State of Manipur) the proceeds of the tranche loan in accordance with the related PFR, PFR and the legal agreements for the each tranche. Each individual tranche will be for an amount of no less than fifty million US dollars ($50,000,000), or its equivalent. ADB The projects for which financing is requested under the PFR will review be subject to the PFRs andcriteria set out in Schedule 4 to this FFA, if found satisfactorysatisfactory due diligence, prepare preparation of relevant safeguards and fiduciary frameworks and other documents, including performance assessment of previous loans and incorporation of lessons into the related 1 Provisions requested loan. Until notice is otherwise given by India, each of the Ordinary Operations Secretary, Additional Secretary, Joint Secretary, Director, or Deputy Secretary in the Department of Economic Affairs of the Ministry of Finance of the Government of India is designated as authorized representatives of India for the purpose of executing PFRs. General Implementation Framework The Facility will be implemented in accordance with the general framework set out in Schedule 3 to this FFA. Procedures Tranches to be provided under the Facility will be subject to the following procedures and undertakings: (i) India will have notified ADB of a forthcoming PFR in advance of the submission of the PFR; (ii) India will have submitted a PFR in the format agreed with ADB; (iii) ADB may in its sole discretion, for reasons provided, decline to authorize the negotiation and execution of any legal agreement for a tranche; and (iv) If ADB confirms acceptance of the PFR, the legal agreements will be negotiated and executed by the parties. PFR Information The PFR will substantially be in the standard form required by ADB , and will contain the following details: (i) Loan Regulations applicable amount; (ii) Description of the project to LIBOR-Based Loans Made from ADB's Ordinary Capital Resources, dated 1 July 2001, would apply be financed; (iii) Cost estimates and financing plan; (iv) Implementation arrangements specific to each Loan, subject, the projects; (v) Confirmation of the continuing validity of and adherence to modifications, if any, that may be included the understandings in this FFA; (vi) Confirmation of compliance with the provisions under any Loan Agreement (said Ordinary Operations Loan Regulations previous loan agreement(s) and project agreement(s) as so modified, if any, being hereinafter called the Loan Regulations).appropriate; and

Financing Plan. The financing plan for the Integrated Road Investment Program is summarized below. Financing Source Total ($million) Share (%) of Total Details are set out in Schedule 1 hereto. Domestic Financiers 1,345 44.8 Asian Development Bank 800.0 88.3 620 20.7 Department for International Development 35 1.2 Private Investors 100 3.3 Internal Funds 600 20.0 Government of Sri Lanka 106.0 11.7 Madhya Pradesh 300 10.0 Total Funding 3,000 100.0 Sources: ADB staff estimate Roadmap and Investment Program (Investment Program) 906.0 100.0 Subprojects), as and when the latter are ready for financing; provided INDIA is in agreement with the understandings hereunder, and the Subprojects proposed for financing are in line with those same understandings. Each loan will constitute a tranche. Each tranche may be financed under terms different from the financing terms of previous or subsequent tranches. The choice of financing terms will depend on the projectSubproject, capital market conditions, and ADB’s financing policies, all policies that are prevailing on at the date of signing time the tranche is formalized in a legal agreement for such trancheagreement. Tranches may be provided in sequence or simultaneously, and some may overlap in time with each other. Each individual tranche will be for an amount of not less than $40 million (with an exception of non-physical investment component for which the minimum loan amount will be $5 million), or its equivalent. ADB will review the PFR[s] and, if found satisfactory, prepare the related legal agreements. Commitment charges or guarantee fees are not payable on the FacilityMFF. They are payable only on financing actually committed by ADB as a loan or guaranteeloan. ADB rules on commitment charges and guarantee feescharges, which are in effect when the legal agreements are signed for a tranchetranche is provided, will apply with respect to such each tranche. Amount The maximum financing amount available under the Facility MFF is eight $620 million (six hundred twenty million US dollars ($800,000,000dollars). It will be provided in individual tranches from ADB’s Ordinary Capital Resources1 and/or Special Funds Resources2 in Loans. Resources.1 Availability Period The last date on which any disbursement under any tranche may be made will be on or before 30 September 202431 December 2014. The last financing tranche is expected to be executed no not later than 31 December 20212010. Terms and Conditions Sri Lanka INDIA will cause the proceeds of each tranche to be applied to the financing of expenditures of the Roadmap and Investment Program, Program in accordance with conditions set forth in this FFA and the legal agreements for each tranche. Execution The Madhya Pradesh Power Transmission Company Limited (TRANSCO); Madhya Pradesh Madhya Kshetra Vidyut Vitaran Company Limited (DISCOM–C); Madhya Pradesh Poorv Kshetra Vidyut Vitaran Company Limited (DISCOM–E); and Madhya Pradesh Paschim Kshetra Vidyut Vitaran Company Limited (DISCOM–W) are the Executing Agency will be Agencies for the Ministry of Highways, Ports and Shipping (MOHPS). The Implementing Agency will be the Road Development Authority (RDA)appropriate Subprojects. The Executing and Implementing Agencies will implement be guided by a Coordinating Committee chaired by the Investment Program in accordance with Managing Director of TRANSCO who has experience at major project delivery and loan disbursement. This approach will ensure the principles set forth in Schedule 1 to this Agreement, and as supplemented in sharing of best practice within the legal agreements for each tranchestate. Periodic Financing Requests Sri Lanka INDIA may request, and ADB may agree, to provide loans under the Facility MFF to finance the Roadmap and Investment Program and its related projects Subprojects upon the submission of a Periodic Financing Request (PFR). Each PFR should be submitted by Sri LankaINDIA and confirmed by the State. Sri Lanka INDIA will make available to MOHPS and the Road Development Authority (RDA) the proceeds of the tranche in accordance with the related PFR, and the legal agreements for the tranche. Each individual tranche will be for an amount of no less than fifty million US dollars ($50,000,000), or its equivalent. ADB will review the PFRs and, if found satisfactory, prepare the related 1 Provisions of the Ordinary Operations Loan Regulations applicable to LIBOR-Based Loans Made made from ADB's ’s Ordinary Capital Resources, dated 1 July 2001, would apply to each Loantranches, subject, to modifications, if any, that may be included under any Loan Agreement loan agreement. make available to Executing Agencies, the proceeds of the tranches in accordance with the related PFR, and the legal agreements for the tranches. Unless INDIA otherwise informs ADB in writing, the Joint Secretary/Deputy Secretary, Department of Economic Affairs of the Ministry of Finance of INDIA will be authorized to sign PFRs on behalf of INDIA. Each individual tranche will be for an amount of not less than $40 million (said Ordinary Operations Loan Regulations as so modifiedwith an exception of non-physical investment component for which the minimum loan amount will be $5 million), or its equivalent. ADB will review the PFR[s] and, if anyfound satisfactory, being hereinafter called prepare the Loan Regulations)related legal agreements. Subprojects for which financing is requested under the PFR will be subject to the selection criteria set out in Schedule 4 hereto, satisfactory due diligence and preparation of relevant safeguard frameworks, fiduciary requirements, and other relevant documents. INDIA and ADB will agree on an MFF Administration Manual and a schedule to initiate these activities, as soon as possible after the date of this FFA, but prior to the effective date of the legal agreements for the first tranche. Each new financing request to be converted into a new loan will require evaluation on the performance of the previous one. ADB will conduct periodic review missions, which will include due diligence on warranties and representations made to ADB. In addition, staff will report on any issues or problems faced by the authorities and the execution agencies under the program, and the remedial actions suggested to overcome them. General Implementation Framework The MFF will be implemented in accordance with the general framework set out in Schedule 3 hereto.