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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/09/14 Ormat Technologies, Inc. 10-Q 3/31/14 78:21M RDG Filings/FA |
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Exhibit 10.7
EXECUTION VERSION
Dated 28 March 2014
KYUDEN SARULLA PTE. LTD.
ORSARULLA INC.,
PT MEDCO GEOPOWER SARULLA
SARULLA OPERATIONS LTD
SARULLA POWER ASSET LIMITED
as the Borrower
JAPAN BANK FOR INTERNATIONAL COOPERATION
as JBIC
MIZUHO BANK, LTD.
as the JBIC Facility Agent
JBIC FACILITY AGREEMENT
relating to the
SARULLA GEOTHERMAL POWER PROJECT
9 Raffles Place
#42-02 Republic Plaza
Singapore 048619
(65) 6536 1161 (Tel)
(65) 6536 1171 (Fax)
Contents
THIS JBIC FACILITY AGREEMENT (this Agreement) is dated as of 28 March 2014 and made between:
(6) |
JAPAN BANK FOR INTERNATIONAL COOPERATION (together with its successors, JBIC); and |
(7) |
MIZUHO BANK, LTD., as facility agent for JBIC (in such capacity, the JBIC Facility Agent). |
WHEREAS:
IT IS AGREED as follows:
1. |
DEFINITIONS AND INTERPRETATION |
1.1 |
Definitions |
In this Agreement, unless the context requires otherwise or unless otherwise defined in this Agreement, the following terms have the following meanings:
Actual Amount has the meaning given to it in Section 9.1 (Commitment Fee).
Advance means a loan made or to be made (as the context requires) by JBIC pursuant to this Agreement.
Advance Procedures means the procedures described in Section 5.2 (Advance Procedures) and Schedule 2 (Advance Procedures) or such other advance procedures as may be agreed between the Parties from time to time.
Agreement has the meaning given to it in the Preamble.
Available Commitment means, on any date, the JBIC Commitment on that date less the aggregate Principal Amount of all Advances made as of that date.
Breakage Costs has the meaning given to it in Section 7.7 (Breakage Costs).
Bribery means:
(b) |
an act of any person to receive (or enter into any agreement whereunder the same may or will at any time thereafter be received) any improper commission or any bribe, pay-off, kickback, pecuniary or other improper advantage with respect to the actual or potential award of a contract or other business to a third party. |
Commitment Fee has the meaning given to it in Section 9.1(a) (Commitment Fee).
Commitment Fee Payment Date has the meaning given to it in Section 9.1(c) (Commitment Fee).
Common Terms Agreement has the meaning given to it in Recital (B).
Conditions Precedent Documents means all agreements, certificates, notices, instruments and other documents contemplated to be delivered by the Borrower or any other person pursuant to Clause 3.1 (Conditions Precedent to Delivery of First Drawdown Notices) and Clause 3.2 (Conditions Precedent to all Advances), as applicable, of the Common Terms Agreement and the Advance Procedures.
Drawdown Notice means a notice substantially in the form set out in Form 1 of Schedule 2 (Advance Procedures).
Drawdown Schedule means the initial schedule of Advances, set out in Annex A (Initial Drawdown Schedule) of Schedule 2 (Advance Procedures) attached hereto, and thereafter any amended schedule of Advances in the form set out in Form 3 of Schedule 2 (Advance Procedures) in accordance with Section 5.3 (Drawdown Schedule) and the Advance Procedures.
Environmental and Social Undertakings means the provisions of this Agreement relating to environmental or social matters, including but not limited to those matters set out in Section 11.5 (JBIC Additional Environmental Covenants).
Estimated Expenditures has the meaning given to it in Schedule 2 (Advance Procedures).
First Advance means the first Advance made available to the Borrower in accordance with the provisions of this Agreement.
Interest Period has the meaning given to it in Section 8.1 (Duration), except in relation to an Overdue Amount which period shall be determined in accordance with Section 8.5 (Overdue Interest) and the definition of “Overdue Interest Calculation Date”.
Japanese Sponsors means Itochu, Kyushu and any other Sponsor that is incorporated in Japan.
JBIC Commitment means the amount of USD492,000,000 to the extent not cancelled, reduced or transferred by it under the Common Terms Agreement and this Agreement.
JBIC Environmental and Social Guidelines means the Japan Bank for International Cooperation Guidelines for Confirmation of Environmental and Social Considerations issued by JBIC, dated April 2012 and as in effect on the date of this Agreement.
JBIC Event of Default has the meaning given to it in Clause 12.2 (JBIC Events of Default).
JBIC Facility means the facility made available under this Agreement as described in Section 2.1 (The JBIC Facility).
JBIC Facility Agent Fee Letter means the Fee Letter entered into by the JBIC Facility Agent and the Borrower.
JBIC Finance Parties means, collectively, JBIC and the JBIC Facility Agent.
JBIC Interest Rate has the meaning given to it in Section 8.4(a) (Interest Rate).
JBIC Reference Banks means the principal London offices of The Bank of Tokyo-Mitsubishi UFJ, Ltd., ING Bank N.V., Mizuho Bank, Ltd., National Australia Bank Limited, Société Générale and Sumitomo Mitsui Banking Corporation, or such other financial institution as may be nominated by the JBIC Facility Agent in accordance with Section 8.7 (New JBIC Reference Bank).
LIBOR means with respect to any Advances made or to be made pursuant to this Agreement, in relation to an Interest Period for any Advance or overdue amount:
(a) |
the applicable Screen Rate for the LIBOR Period; or |
as of 11:00 a.m. (London time) two London Quotation Days before the first day of the Interest Period of such Advance or Overdue Amount for the offering of deposits in the currency of that Advance or Overdue Amount, provided that if any such rate is below zero (0), LIBOR will be deemed to be zero (0).
LIBOR Period means six (6) months with respect to any Interest Period or other relevant period, in each case without regard to the actual duration of such Interest Period or other period.
Margin means one point seven percent (1.7%) per annum.
Monitoring Form means a report, substantially in the form set out in Schedule 1 (Monitoring Form), prepared by the Borrower in form and substance satisfactory to JBIC, providing the information required to assess compliance with the JBIC Environmental and Social Guidelines and the Environmental and Social Undertakings and the status and implementation and results of the Environmental and Social Management Plan.
Notice of Debt Service means the notice served by the JBIC Facility Agent on the Borrower and Intercreditor Agent pursuant to Section 16.3 (Notice of Debt Service).
Overdue Amount has the meaning given to it in Section 8.5(a) (Overdue Interest).
Overdue Floating Rate has the meaning given to it in Section 8.5(b) (Overdue Interest).
Overdue Interest has the meaning given to it in Section 8.5(a) (Overdue Interest).
Overdue Interest Calculation Date has the meaning given to it in Section 8.5(c) (Overdue Interest).
Overdue Period has the meaning given to it in Section 8.5(a) (Overdue Interest).
Party means a party to this Agreement.
Principal Amount means at any time the principal amount of any outstanding Advances.
Public Official means any of:
(a) any person holding a legislative, administrative or judicial office of any country (including, but not limited to, Indonesia), whether appointed or elected;
(b) any person exercising a public function for any country (including, but not limited to, Indonesia), including for a public agency or public enterprises; and
(c) any official or agent of a public international organization.
Relevant Currency has the meaning given to it in Section 27 (Relevant Currency).
Relevant Month has the meaning given to it in Section 9.1 (Commitment Fee).
Repayment Date has the meaning given to it in Section 7.1(a) (Repayment of Advances)
Repayment Instalment has the meaning given to such term in Section 7.2 (Repayment Schedule).
Repayment Schedule means the table of the amounts of scheduled Repayment Instalments and their corresponding dates as set out in Schedule 3 (Repayment Schedule), as adjusted, amended or replaced pursuant to the terms of this Agreement.
Requested Drawdown Date has the meaning given to such term in the relevant Drawdown Notice.
Retiring Agent has the meaning given to it in Section 15.6(a) (Termination and resignation of the JBIC Facility Agent).
Scheduled Amount has the meaning given to it in Section 9.1 (Commitment Fee).
Screen Rate means the London interbank offered rate administered by ICE Benchmark Administration Limited (or any other person which takes over the administration of that rate) for US Dollars and the relevant period displayed on pages LIBOR01 or LIBOR02 of the Reuters screen (or any replacement Reuters page which displays that rate) or on the appropriate page of such other information service which publishes that rate from time to time in place of Reuters. If such page or service ceases to be available, the JBIC Facility Agent may specify another page or service displaying the relevant rate after consultation with the Borrower and JBIC.
Senior Finance Parties means the parties to the Senior Finance Documents.
Signing Date means the date of this Agreement.
Statement of Expenditures has the meaning given to it in Schedule 2 (Advance Procedures).
Successor Agent has the meaning given to it in Section 15.6(b) (Termination and resignation of the JBIC Facility Agent).
Table of Advances has the meaning given to it in Schedule 2 (Advance Procedures).
Tax means any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature (including, without limitation, stamp tax and similar charge) which is at the date of execution of this Agreement or thereafter imposed, levied, collected, withheld or assessed (a) in the Republic of Indonesia or by any Governmental Authority thereof or therein, (b) by any Governmental Authority (other than a Governmental Authority in or of Japan) purporting to exercise jurisdiction over the Borrower or its business or assets, or (c) in any state or country (other than Japan) from or through which the Borrower (or any agent on its behalf) makes any payment under any Senior Finance Document or otherwise performs any Senior Finance Document.
Up-front Fee has the meaning given to it in Section 9.2(a) (Up-front Fee).
1.2 |
Defined Terms in Common Terms Agreement |
Terms defined, or incorporated by reference, in the Common Terms Agreement have the same meaning when used in this Agreement unless otherwise defined in this Agreement or the context otherwise permits.
1.3 |
Construction and Interpretation |
The provisions of Clauses 1.2 (Construction), 1.3 (Successors and Assigns) and 1.4 (Miscellaneous) of the Common Terms Agreement are incorporated into this Agreement mutatis mutandis as if the same had been set out in full herein, except that each reference to the Common Terms Agreement shall be deemed to be a reference to this Agreement.
1.4 |
Incorporation by Reference |
Where provisions of the Common Terms Agreement are incorporated in this Agreement by reference, such provisions shall be incorporated into this Agreement mutatis mutandis as if the same had been set out in full herein, except that each reference to the Common Terms Agreements shall be deemed to be a reference to this Agreement.
1.5 |
Time |
Any reference in this Agreement to a time of day shall, unless a contrary indication appears, be a reference to Tokyo, Japan time.
1.6 |
Supremacy |
If there is any conflict between the terms of this Agreement and the terms of any other Senior Finance Document, except the Intercreditor Deed, the terms of this Agreement shall prevail.
1.7 |
Joint and Several Obligations |
(a) |
Each Borrower Entity shall be jointly and severally liable as the Borrower for the performance of each Borrower Entity’s obligations under this Agreement. |
1.8 |
Borrower Entities’ Agent |
(ii) |
each Senior Finance Party to give any notice, demand or other communication to that Borrower Entity pursuant to the Senior Finance Documents to the Operator, |
and in each case the Borrower Entity shall be bound as though the Borrower Entity itself had given the notices and instructions (including, without limitation, any Drawdown Notice) or executed or made the agreements or effected the amendments, supplements or variations, or received the relevant notice, demand or other communication.
2. |
THE JBIC FACILITY |
2.1 |
The JBIC Facility |
JBIC agrees to make available to the Borrower from time to time during the Availability Period, on and subject to the terms and conditions of this Agreement, the Common Terms Agreement and the other Senior Finance Documents, a Dollar term loan facility in an aggregate principal amount not to exceed the JBIC Commitment.
3. |
PURPOSE |
3.1 |
Purpose |
The Borrower shall apply the proceeds of all Advances in accordance with Clause 2.4 (Purpose) of the Common Terms Agreement. The Borrower agrees to use the proceeds of the Advances under the JBIC Facility only for such purpose.
3.2 |
Monitoring |
No JBIC Finance Party shall be bound to monitor or verify the application of any amount advanced pursuant to this Agreement.
4. |
Eligible Currency |
The currency in which JBIC shall make Advances and, except as otherwise provided in Section 27 (Relevant Currency), the currency in which the Borrower shall make payments to JBIC hereunder and under the Senior Finance Documents, shall be in Dollars. Unless otherwise specified in this Agreement, all payments to be made by the Borrower or any other person to either JBIC Finance Party under any Senior Finance Document shall be made in accordance with Section 16 (Payment Mechanics).
5. |
Advances and Conditions Precedent |
5.1 |
Advances |
5.2 |
Advance Procedures |
(a) |
Advances shall not be made (or requested to be made): |
(i) |
more often than once per calendar month; or |
(ii) |
during the period falling ten (10) Business Days prior to any Interest Payment Date, provided that an Advance may be made on an Interest Payment Date. |
(c) |
No Advance shall be made after the Availability Period and any part of the JBIC Commitment remaining undrawn: |
(i) |
on the last day of the Availability Period; or |
(ii) |
if no Advance has been made under this Agreement by the date falling (6) months after the date of this Agreement, on such date, |
will be automatically cancelled.
5.3 |
Drawdown Schedule |
(a) |
Any Drawdown Schedule shall, save in relation to the calculation of the Commitment Fee, be non-binding on the Borrower and shall be for information purposes only. |
(c) |
The Borrower shall also provide to the JBIC Facility Agent a revised Drawdown Schedule in accordance with Section 9.1(b) (Commitment Fee). |
6. |
CONDITIONS PRECEDENT |
6.1 |
Conditions Precedent to First Advance |
The obligation of JBIC to make its First Advance shall be subject to the fulfilment in a manner satisfactory to JBIC, prior to or concurrently with the making of such first Advance, of the requirements set out in Clauses 3.1 (Conditions Precedent to Delivery of First Drawdown Notices) and 3.3 (Hedging Agreements) of the Common Terms Agreement.
6.2 |
Conditions Precedent to all Advances |
The obligation of JBIC to make any Advance (including its First Advance) shall be subject to the fulfilment in a manner satisfactory to JBIC, prior to or concurrently with the making of such Advance:
(a) |
if in relation to any Advance other than the First Advance, of the conditions precedent set forth in Clauses 3.2 (Conditions Precedent to all Advances) and 3.4 (Top-Up Advances) of the Common Terms Agreement, which conditions precedent are incorporated by reference herein as if fully set forth herein; |
(b) |
of the relevant conditions set out in Schedule 2 (Advance Procedures); and |
(c) |
of the requirement that funds are advanced in accordance with Clause 2.3(c) (Drawdowns) of the Common Terms Agreement. |
6.3 |
No waivers |
7. |
REPAYMENT AND PREPAYMENT OF THE ADVANCES |
7.1 |
Repayment of Advances |
(b) |
Repayment Instalments must be made in order to effect receipt by JBIC for value on the relevant Repayment Date in accordance with Section 16.1 (Place and time of payment). |
(c) |
Notwithstanding anything to the contrary in this Agreement, all outstanding Advances must be repaid in full on or before the Final Maturity Date. |
(d) |
The Borrower may not re-borrow any part of an Advance which is repaid or prepaid. |
7.2 |
Repayment Schedule |
(a) |
If: |
7.3 |
Voluntary prepayments |
Except as expressly provided in, and otherwise in accordance with, Clause 5.2 (Voluntary Prepayment) of the Common Terms Agreement, the Borrower may not make any voluntary prepayment of all or any part of the Advances.
7.4 |
Mandatory prepayments |
The Borrower shall make mandatory prepayments of the Advances as and when required pursuant to, and otherwise in accordance with, Clause 5.3 (Mandatory Prepayments) of the Common Terms Agreement.
7.5 |
Cancellation |
Except as expressly provided in, and otherwise in accordance with, Clause 5.1 (Cancellation) of the Common Terms Agreement, the Borrower may not reduce, suspend or cancel the JBIC Commitment. JBIC may reduce, suspend or cancel its JBIC Commitment as provided in this Agreement and in the Common Terms Agreement.
7.6 |
Prepayment premium |
If the Borrower makes a voluntary prepayment of the Advances in accordance with Clause 5.2 (Voluntary Prepayment) of the Common Terms Agreement, the Borrower shall, without limiting Section 17.2 (Specific indemnities) of this Agreement or the Borrower’s obligations under Clause 5.4 (Miscellaneous) of the Common Terms Agreement, also pay to JBIC, for JBIC's sole account, simultaneously with such prepayment, a prepayment premium equal to one half of one per cent (0.5%) of the Principal Amount so prepaid.
7.7 |
Breakage Costs |
If the Borrower makes a repayment or a prepayment of any Advance on a date other than an Interest Payment Date, the Borrower shall compensate JBIC for any loss, cost or expense, including without limitation any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits of other funds acquired by JBIC to fund or maintain such Advance, attributable to such repayment or prepayment (the amount of such loss, cost and expense being referred to herein as Breakage Costs in an amount, determined by JBIC, equal to the amount by which:
(a) |
the interest that JBIC would have received on the Principal Amount so prepaid for the period from the date of such prepayment to the next Interest Payment Date, |
exceeds,
8. |
INTEREST |
8.1 |
Duration |
(b) |
If an Interest Period for an Advance would otherwise overrun the Final Maturity Date, it shall be shortened so that it ends on the Final Maturity Date. |
8.2 |
Non-Business Days |
If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period shall instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).
8.3 |
Consolidation of Senior Loans |
If the Interest Periods for more than one Advance made to the Borrower under the JBIC Facility end on the same date, those Advances will be consolidated into, and treated as, a single Advance under the JBIC Facility on the last day of the Interest Period.
8.4 |
Interest Rate |
8.5 |
Overdue Interest |
(b) |
The Overdue Floating Rate means the Screen Rate at approximately 11:00 a.m. (London time) on the Overdue Interest Calculation Date (as defined below) for the Overdue Amount. |
(c) |
The Overdue Interest Calculation Date means the day which is two (2) London Quotation Days prior to: |
8.6 |
Absence of quotations |
Subject to Section 8.8 (Market Disruption), if LIBOR is to be determined by reference to the JBIC Reference Banks but a JBIC Reference Bank does not supply a quotation by 12:00 noon (London time) on the London Quotation Date therefor, the applicable LIBOR shall be determined on the basis of the quotations of the remaining JBIC Reference Banks.
8.7 |
New JBIC Reference Bank |
The JBIC Facility Agent may, at any time, with the prior consent or at the instruction of JBIC, and after consultation with the Borrower, replace any JBIC Reference Bank.
8.8 |
Market Disruption |
If a Market Disruption Event occurs in relation to an Advance for any Interest Period, then the rate of interest on the Advances for that Interest Period shall be calculated in accordance with Clause 10 (Market Disruption) of the Common Terms Agreement.
9. |
FEES |
9.1 |
Commitment Fee |
provided further that if in any Relevant Month an Advance is made in a manner in which each of paragraphs (i) and (ii) of this Section 9.1 would apply, the Borrower shall pay to JBIC a Commitment Fee that shall be equal to the aggregate of the amounts required to be so paid under both such paragraphs.
(b) |
Notwithstanding paragraph (a) above, no Commitment Fee shall be payable by the Borrower in respect of: |
(i) |
any Advance made in accordance with the then-current Drawdown Schedule; or |
9.2 |
Up-front Fee |
(a) |
The Borrower shall pay to JBIC an up-front fee (the Up-front Fee) in an amount in Dollars equal to one-tenth of one percent (0.1%) of the JBIC Commitment (as of the Signing Date). |
(b) |
The Up-Front Fee shall be payable on the earlier of: |
(i) |
fifth Business Day after the First Drawdown Date; and |
(ii) |
the date that occurs sixty (60) days after the Signing Date. |
9.3 |
Agency fee |
The Borrower shall pay to the JBIC Facility Agent an agency fee in the amounts and at the intervals as set forth in the JBIC Facility Agent Fee Letter.
10. |
REPRESENTATIONS AND WARRANTIES |
10.1 |
Representations and warranties |
The Borrower represents and warrants for the benefit of JBIC that:
(a) |
each of the representations and warranties set forth in Clause 13 (Representations and Warranties) of the Common Terms Agreement, which representations and warranties are incorporated by reference herein as if fully set forth herein, is true and accurate in all material respects; |
(b) |
the Borrower and the Project are in all respects in compliance with the JBIC Environmental and Social Guidelines; and |
10.2 |
Repetition |
The representations and warranties made under Section 10.1 (Representations and warranties) shall be repeated in accordance with, and at the times set out in, Clause 13.29 (Representations and Warranties) of the Common Terms Agreement.
10.3 |
Reliance |
The Borrower acknowledges and agrees that it has made the representations and warranties in this Section 10 to induce each of the JBIC Finance Parties to enter into this Agreement and to approve and make the Advances on the basis of, and in full reliance on, each of such representations and warranties.
11. |
COVENANTS |
11.1 |
Common Terms Agreement |
The Borrower covenants and agrees that it will perform and observe for the benefit of JBIC each of the covenants set forth in Clauses 14 (Hedging), 15 (Information Undertakings), 16 (General Undertakings), 17 (Equity-Related Undertakings), 18 (Project Undertakings), 19 (Environmental and Social Undertakings) and 20 (Project Insurance) of the Common Terms Agreement and all other undertakings of the Borrower set forth in the Common Terms Agreement and the other Senior Finance Documents to which it is a party.
11.2 |
Consultation |
The Borrower shall, from time to time, at the reasonable request of the JBIC Facility Agent and/or JBIC, consult with the JBIC Facility Agent and/or JBIC as to the implementation and administration of this Agreement, the other Senior Finance Documents and the Project.
11.3 |
Records |
The Borrower shall retain or cause to be retained until the Final Maturity Date all records, contracts, orders, invoices, bills, receipts and other documents evidencing the expenditures for which the Advances are requested in accordance with Section 5 (Advances and Conditions Precedent) and Section 6 (Conditions Precedent).
11.4 |
Confidentiality |
Without limiting its obligations under Clause 30 (Disclosure of Information) of the Common Terms Agreement, the Borrower shall treat this Agreement as confidential and shall not disclose to any person, other than to the Senior Finance Parties and their advisors, any provision of, or information regarding, this Agreement without the prior written consent of JBIC, except disclosure to the Equity Parties and the Equity Parties’ advisers, auditors and potential shareholders (on a similar confidential basis) or to the extent that such disclosure is required by Applicable Laws or pursuant to any regulatory or stock exchange requirements.
11.5 |
JBIC Additional Environmental Covenants |
The Borrower agrees with and for the benefit of JBIC that:
(a) |
the Borrower shall ensure that at all times the Project and the Borrower comply in all respects with the JBIC Environmental and Social Guidelines and the Environmental and Social Undertakings; |
(i) |
any such visits by representatives of JBIC shall be coordinated so as to minimize disruption to the Borrower's activities and be subject to reasonable notice and during normal business hours; and |
(ii) |
the representatives of JBIC visiting the Plant and the Project Site agree to comply with any relevant health and safety regulations during their visit; and |
11.6 |
Business practices |
(a) |
The Borrower shall not itself, and shall ensure that none of the Borrower Entities of any their officers, employees, representatives, agents or persons acting on behalf of any of them: |
(i) |
commits, or attempts or conspires to commit, any act of Bribery; |
(ii) |
aids, abets or authorizes any act of Bribery by any other person; or |
(iii) |
requests, receives or attempts to receive any undue pecuniary or other advantage offered, given or promised by any person as any act of Bribery, |
in each case, directly or indirectly in connection with the Project or any transaction contemplated by the Transaction Documents.
(i) |
commits, or attempts or conspires to commit, any act of Bribery; |
(ii) |
aids, abets or authorizes any act of Bribery by any other person; or |
(iii) |
requests, receives or attempts to receive any undue pecuniary or other advantage offered, given or promised by any person as any act of Bribery, |
in each case, directly or indirectly in connection with the Project or any transaction contemplated by the Transaction Documents.
11.7 |
Business Day Reporting |
At least thirty (30) days prior to the start of each calendar year from and including 2015 until the year of the Final Maturity Date, the Borrower shall provide the JBIC Facility Agent and JBIC a list of each day of such calendar year in which banks are not open for business in (i) Jakarta, Indonesia, (ii) Manila, Philippines and (iii) Singapore, and in the event that the Borrower becomes aware that such information provided ceases to be accurate for any reason, the Borrower shall promptly notify the JBIC Facility Agent and JBIC of such change and provide the JBIC Facility Agent and JBIC with such updates and other relevant information as may be reasonably requested by the JBIC Facility Agent and JBIC.
12. |
EVENTS OF DEFAULT |
12.1 |
Common Terms Agreement |
Clause 21 (Events of Default) of the Common Terms Agreement is incorporated by reference into this Agreement as if fully set forth herein. The Events of Default set out in Clause 21 (Events of Default) of the Common Terms Agreement shall each constitute an event of default under this Agreement. On and at any time after the occurrence of an Event of Default which is subsisting, JBIC may (acting in accordance with, and subject to the terms of, the Intercreditor Deed), by written notice to the Intercreditor Agent, instruct it to exercise one (1) or more of the remedies set out in Clause 21 (Events of Default) of the Common Terms Agreement in respect of the JBIC Facility.
12.2 |
JBIC Events of Default |
Anything in this Section 12 (Events of Default) or any other Senior Finance Document to the contrary notwithstanding, and in addition to and without limiting the effect of Clause 21 (Events of Default) of the Common Terms Agreement, if a JBIC Event of Default shall have occurred and be subsisting, JBIC shall have the right to declare that all or any part of the JBIC Commitment is cancelled, whereupon it shall forthwith be cancelled, and/or declare that all or any part of the amounts outstanding in respect of the JBIC Facility are immediately due and payable, whereupon the same shall forthwith become due and payable and the Borrower shall prepay all Advances.
Each of the following events or circumstances shall constitute a JBIC Event of Default:
(a) |
the representation and warranty in Section 10.1(b) or (c) (Representations and warranties) is incorrect when made or repeated; |
(c) |
the Borrower fails to comply with any of its obligations under Section 11.6 (Business practices); or |
(d) |
a Japanese Sponsor fails to comply with any of its obligations under: |
(i) |
Clause 8 (Ownership Restrictions) of its Equity Support Deed, or |
(ii) |
Clause 11.6 (O&M Role of the Sponsors incorporated in Japan) of its Equity Support Deed, |
and any such event is to be considered an Event of Default for all purposes of this Agreement.
13. |
CHANGES TO THE JBIC FINANCE PARTIES |
13.1 |
Assignments and transfers by JBIC |
(b) |
On the transfer date with respect to any such assignment and/or transfer, the assignee or transferee shall become a Party as a Senior Lender in the capacity of JBIC. |
13.2 |
Sub-participation |
JBIC may grant sub-participations in the JBIC Commitment or the Advances to other persons on such terms and conditions as shall be determined by JBIC.
14. |
CHANGES TO THE BORROWER |
The Borrower may not assign any of its rights or transfer any of its rights or obligations under this Agreement.
15. |
THE JBIC FACILITY AGENT |
15.1 |
Appointment |
(a) |
JBIC, in respect of the JBIC Facility: |
(i) |
appoints Mizuho Bank, Ltd., to act as JBIC Facility Agent under and in connection with this Agreement and the other Senior Finance Documents; and |
By executing this Agreement, the JBIC Facility Agent accepts such appointment.
(b) |
The JBIC Facility Agent will act solely as agent for JBIC in carrying out its functions as agent under this Agreement and the other Senior Finance Documents. |
15.2 |
JBIC Facility Agent's duties |
The JBIC Facility Agent shall:
(d) |
have only those duties, obligations and responsibilities expressly specified in the Senior Finance Documents; |
(e) |
promptly notify JBIC if it becomes aware of the occurrence of any Default; |
(f) |
deliver a Notice of Debt Service in accordance with Section 16.3 (Notice of Debt Service); and |
(i) |
which is publicly available, other than as a result of a breach by the JBIC Facility Agent of this Section 15.2(g); |
(ii) |
in connection with any legal or arbitration proceedings; |
(iii) |
if required to do so under any law or regulation; |
(iv) |
to a governmental, banking, taxation or other regulatory authority; |
(v) |
to its professional advisers; and |
(vi) |
to another Finance Party. |
15.3 |
JBIC Facility Agent's rights |
In discharging its duties as JBIC Facility Agent, the JBIC Facility Agent may:
(f) |
obtain and pay for any legal or other expert advice or services which may seem necessary or desirable to it and rely on any such advice. |
15.4 |
Exoneration of the JBIC Facility Agent |
Neither the JBIC Facility Agent nor any of its personnel or agents shall be:
(b) |
except as provided above, responsible for the execution, delivery, validity, legality, adequacy, enforceability or admissibility in evidence of any Senior Finance Document; |
(d) |
responsible for any failure of the Borrower or JBIC to duly and punctually observe and perform their respective obligations under any Senior Finance Document; |
(e) |
responsible for the consequence of relying on the advice of any professional advisers selected by any of them in connection with any Senior Finance Document; |
(g) |
liable for anything done or not done by it under or in connection with any Senior Finance Document, |
unless directly caused by its own gross negligence or wilful misconduct.
15.5 |
Authorization |
The JBIC Facility Agent is authorized by JBIC to execute, deliver and perform each of the Senior Finance Documents relating to each of them to which the JBIC Facility Agent is or is intended to be a party at the instruction of JBIC.
15.6 |
Termination and resignation of the JBIC Facility Agent |
(b) |
A successor JBIC Facility Agent (a Successor Agent) shall be selected by JBIC (acting in consultation with the Borrower so long as no Event of Default is continuing). |
(ii) |
the agency of the Retiring Agent will terminate (but without prejudice to any liabilities which the Retiring Agent may have incurred prior to the termination of its agency); and |
(g) |
The Borrower will execute such agreements as JBIC and the Retiring Agent shall require in order to effect the appointment of a Successor Agent for all purposes under the Senior Finance Documents. |
15.7 |
The JBIC Facility Agent individually |
(b) |
The JBIC Facility Agent may: |
(i) |
retain for its own benefit and without liability to account any fee or other amount receivable by it for its own account; and |
15.8 |
Non-reliance on the JBIC Facility Agent |
JBIC confirms that it is (and will at all times continue to be) solely responsible for making its own independent investigation and appraisal of the business, operations, financial condition, creditworthiness, status and affairs of the Borrower and has not relied, and will not at any time rely, on the JBIC Facility Agent:
(c) |
to assess or keep under review the business, operations, financial condition, creditworthiness, status or affairs of the Borrower. |
15.9 |
JBIC's liability |
The JBIC Facility Agent acknowledges and agrees that, notwithstanding any provision to the contrary in any Senior Finance Document, in no event shall JBIC be obligated to pay any agency or other fee to the JBIC Facility Agent even if the Borrower fails to do so, and in no event shall JBIC have any payment obligations (including reimbursement obligations or indemnification obligations) to the JBIC Facility Agent.
16. |
PAYMENT MECHANICS |
16.1 |
Place and time of payment |
(b) |
Until further notice in writing from JBIC, the account details of JBIC and the JBIC Facility Agent for the purposes of the Senior Finance Documents are: |
(i) |
JBIC’s U.S. Dollar Account |
|
Account Name: |
Japan Bank for International Cooperation |
|
Reference: |
Head Office (Swift: BOTKJPJT) |
|
Bank: |
The Bank of Tokyo-Mitsubishi UFJ, Ltd. |
|
Account No: |
0897375 |
(ii) |
JBIC Facility Agent's U.S. Dollar Account |
|
Account Name: |
Mizuho Bank, Ltd, Singapore Branch |
|
Bank: |
JP Morgan Chase Bank, New York |
|
Bank SWIFT Code: |
CHASUS33 |
|
Account Number: |
400928140 |
|
Account SWIFT Code: |
MHCBSGSG |
|
Attention: |
GSFD PF Agency - Sarulla |
(i) |
in the case of payments to JBIC, to its account set out in Section 16.1(b)(i) (Place and time of payment); |
(ii) |
in the case of payments of fees and other amounts for the benefit of the JBIC Facility Agent, to its account set out in Section 16.1(b)(ii) (Place and time of payment). |
16.2 |
Records |
The JBIC Facility Agent shall retain copies of all documentation relating to each payment of principal, interest accruing thereon and other amounts payable by the Borrower under this Agreement for at least one (1) year after all amounts outstanding under this Agreement have been paid in full.
16.3 |
Notice of Debt Service |
No later than fourteen (14) days prior to each Interest Payment Date or Repayment Date, the JBIC Facility Agent shall prepare and deliver to the Borrower, JBIC and the Intercreditor Agent a notice setting out the amount of fees and expenses (including but not limited to, for the avoidance of doubt, Commitment Fees and Up-front Fees), interest, principal and other amounts due and payable to JBIC on such Interest Payment Date or Repayment Date or otherwise due and payable prior to the scheduled delivery of the next such notice. Notwithstanding the foregoing, the obligation of the Borrower to pay any amount when due under this Agreement is not affected in any way by the failure (for whatever reason) on the part of the JBIC Facility Agent to deliver any such notice in the manner specified above or by any error in such a notice.
17. |
INDEMNITIES |
17.1 |
Currency indemnity |
Clause 25.1 (Currency Indemnity) of the Common Terms Agreement is incorporated herein by reference as if fully set forth herein.
17.2 |
Specific indemnities |
The Borrower shall, in addition to any indemnities provided for in the Common Terms Agreement, within five (5) Business Days of demand, indemnify JBIC against any cost, loss or liability incurred by JBIC as a result of:
(a) |
the occurrence of any Default (including investigations into such event); |
(f) |
acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorized. |
17.3 |
Bank charges and fees |
The Borrower shall pay or shall cause to be paid and shall indemnify JBIC and the JBIC Facility Agent against all banking charges and fees (including remittance fees), if any, incurred in connection with the JBIC Facility or any Advance hereunder or the payment, repayment or prepayment of principal, interest, fees or any other amounts payable to JBIC and the JBIC Facility Agent under the Senior Finance Documents. JBIC may deduct from any Advance an amount equal to the banking charges and fees (including remittance fees) incurred in connection with such Advance and apply the amount deducted in or towards payment of the banking charges and fees (including remittance fees) incurred. No such deduction shall be deemed to reduce the amount of such Advance.
17.4 |
General indemnity |
(i) |
the use of the proceeds of the JBIC Facility; |
(ii) |
any Senior Finance Document; and/or |
(iii) |
the JBIC Environmental and Social Guidelines and the Environmental and Social Undertakings. |
(c) |
The Borrower agrees that no JBIC Finance Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Equity Party or Affiliate thereof in connection with anything referred to in Section 17.4(a) (General indemnity) except for any cost, expense, loss or liability incurred by the Borrower that results directly from any breach by such JBIC Finance Party of any Senior Finance Document to which it is a party which is in each case finally judicially determined to have resulted directly from the gross negligence or wilful misconduct of that JBIC Finance Party. |
17.5 |
Tax indemnity |
(c) |
The Borrower shall pay or cause to be paid and shall indemnify JBIC against: |
(ii) |
any other taxes, costs, expenses or fees in relation to the obligations of the Borrower to JBIC (or any agent on its behalf) as specified in the Senior Finance Documents. |
17.6 |
Survival of obligations |
The obligations of the Borrower under this Section 17 (Indemnities) shall survive the termination of this Agreement and the repayment of the Senior Secured Liabilities.
18. |
BENEFIT OF AGREEMENT |
This Agreement shall be binding upon and shall inure to the benefit of each Party and its subsequent respective permitted successors, permitted transferees and permitted assigns; provided that the Borrower may not assign any or all of its rights or obligations hereunder to any Person in any manner whatsoever without the prior written consent of JBIC.
19. |
NOTICES |
19.1 |
Communications in writing |
Any communication to be made under or in connection with this Agreement shall be made in accordance with Clause 34 (Notices) of the Common Terms Agreement.
19.2 |
Delivery |
This Agreement may be referred to as the “JBIC Loan to Sarulla Project” in communications between the Borrower and the JBIC Finance Parties, as well as in relevant documents.
19.3 |
English language |
(a) |
Any notice given under or in connection with this Agreement must be in English. |
(b) |
All other documents provided under or in connection with this Agreement must be: |
(i) |
in English; or |
20. |
CALCULATIONS AND CERTIFICATES |
20.1 |
Accounts |
In any litigation or arbitration proceedings arising out of or in connection with this Agreement, the entries made in the accounts maintained by a JBIC Finance Party are prima facie evidence of the matters to which they relate.
20.2 |
Certificates and determinations |
Any certification or determination by a JBIC Finance Party of a rate or amount under this Agreement is, in the absence of manifest or computational error, conclusive evidence of the matters to which it relates.
20.3 |
Basis of calculation |
21. |
SEVERABILITY |
If any term, provision, covenant or condition of this Agreement, or the application thereof to the Parties or any circumstance, is held to be unenforceable, invalid or illegal (in whole or in part) for any reason (in any jurisdiction), the remaining terms, provisions, covenants and conditions hereof, modified by the deletion of the unenforceable, invalid or illegal portion (in any relevant jurisdiction), will continue in full force and effect, and such unenforceability, invalidity or illegality will not otherwise affect the enforceability, validity or legality of the remaining terms, provisions, covenants and conditions of this Agreement so long as this Agreement as so modified continues to express, without material change, the original intentions of the Parties as to the subject matter hereof and the deletion of such portion of this Agreement will not substantially impair the respective expectations of the Parties or the practical realization of the benefits hereof that would otherwise be conferred. Each Party will endeavour in good faith negotiations with each other Party to replace the prohibited or unenforceable provision with a valid provision, the economic effect of which comes as close as possible to that of the prohibited or unenforceable provision.
22. |
REMEDIES AND WAIVERS |
A failure or delay in exercising any right, power or privilege, on the part of either JBIC Finance Party, in respect of this Agreement will not be presumed to operate as a waiver, and a single or partial exercise of any right, power or privilege will not be presumed to preclude any subsequent or further exercise, of that right, power or privilege or of the exercise of any other right, power or privilege. The remedies provided in this Agreement and in any other agreement or instrument referred to herein are cumulative, are not exclusive of any remedies provided by law and may be exercised by any JBIC Finance Party from time to time.
23. |
COUNTERPARTS |
This Agreement (and each amendment, modification and waiver in respect hereof) may be executed and delivered in counterparts (including by facsimile transmission), each of which will be deemed an original.
24. |
AMENDMENTS |
24.1 |
Written form |
No amendment or waiver of any provision of this Agreement, and no consent to any departure by the Borrower herefrom, shall in any event be effective unless the same shall be in writing and signed by the Parties, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. For this purpose (and without limiting any similar provisions contained in any other Senior Finance Document) any amendment or waiver which is made in writing by the JBIC Facility Agent at the written direction of JBIC shall be binding on all JBIC Finance Parties.
24.2 |
Required consents |
Subject to Section 24.3 (Exceptions), any term of this Agreement may be amended or waived only with the consent of the Borrower and JBIC and any such amendment or waiver will be binding on all Parties.
24.3 |
Exceptions |
An amendment or waiver which relates to the rights or obligations of the JBIC Facility Agent may not be effected without the consent of the JBIC Facility Agent.
25. |
GOVERNING LAW |
This Agreement, and all non-contractual obligations arising out of or in connection with this Agreement, are governed by English law.
26. |
DISPUTE RESOLUTION |
Clause 36 (Dispute Resolution) of the Common Terms Agreement is incorporated by reference in this Agreement as if fully set forth herein.
27. |
RELEVANT CURRENCY |
Notwithstanding anything in the Senior Finance Documents to which a JBIC Finance Party is a party to the contrary, all amounts payable hereunder by the Borrower in respect of any tax, duty, penalty, fee, expense, charge, interest, loss, cost or liability shall be payable in the currency in which such tax, duty, penalty, fee, expense, charge, interest, loss, cost or liability is denominated or, if JBIC shall so request (solely in respect of amounts owing to JBIC), in Yen or USD at the current exchange rate specified by the relevant JBIC Finance Party acting reasonably (such currency or Yen or USD, as the case may be, being the Relevant Currency).
28. |
NO THIRD PARTY BENEFICIARIES |
Unless expressly provided to the contrary in this Agreement, a person who is not a party to this Agreement may not enforce any of its terms under the Contract (Right of Third Parties) Act 1999. Notwithstanding any term of this Agreement or any other Senior Finance Document, no consent of any third party is required for any amendment to any provision of this Agreement.
29. |
ENGLISH LANGUAGE |
Without limiting Clause 35 (Language) of the Common Terms Agreement:
(a) |
the Parties hereto agree that the English language version of this Agreement shall be controlling for all purposes; and |
IN WITNESS WHEREOF, each of the Parties listed below has caused this Agreement to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written.
Schedule 1
Monitoring Form
Notes |
( e.g. grievance from local people and NGO) |
| |
EIA and Environmental Permits
Any issues regarding Monitoring Item mentioned above
|
・Reasons/Background Information |
・Measures |
Opposition Situation
Any issues regarding Monitoring Item mentioned above
|
・Reasons/Background Information |
・Measures |
Ecosystem and biota
Any issues regarding Monitoring Item mentioned above
|
・Reasons/Background Information |
・Mitigation Measures |
Living and Livelihood
1. Project Site
1-1 Land Acquisition
1-2 Compensation
Method of Compensation |
|
2. Transmission Line
2-1 Land Easement
2-2 Compensation
Method of Compensation |
|
Information Disclosure
Are the results of environmental monitoring disclosed? ( Yes / No ) |
|
Schedule 2
Advance Procedures
Advances under this Agreement shall be made in accordance with the following procedures and the applicable provisions of this Agreement and the Common Terms Agreement:
General: All Advances shall be requested and paid in accordance with the procedures set out below.
Drawdown Notice:
(b) |
The Drawdown Notice must be signed by the Borrower and: |
(i) |
specify: |
(A) |
a Requested Drawdown Date which shall be a Business Day within the Availability Period in compliance with Section 5.2(c) (Advance Procedures); |
(B) |
except for the Final Advance, that the amount of the requested Advance shall not be less than USD100,000; |
(D) |
the total Principal Amount of the JBIC Facility, outstanding under the JBIC Facility Agreement after giving effect to the Advance on such Requested Drawdown Date; |
(E) |
that the proceeds of the JBIC Facility shall be applied to only such Project Costs as are permitted under the JBIC Facility Agreement; and |
(d) |
A Drawdown Notice, once given, is irrevocable. |
Currency: In the event that any expenditures shown in a Statement of Expenditures are incurred in a currency other than USD, such amounts shall be converted into USD, as applicable, at a rate of exchange reasonably chosen by the Borrower and used by the Borrower for the preparation of its financial statements, as set forth in the Statement of Expenditures.
Documents: The Drawdown Notice, Statement of Expenditures and related documents shall be reviewed by JBIC as to their compliance with the provisions of this Agreement. Without prejudice to other rights and remedies under the Senior Finance Documents, if JBIC determines that a Drawdown Notice will result in breach of any provision of this Agreement, JBIC may refuse to make the requested Advance or, at its sole discretion but following consultation with the Borrower, change or determine the amount and/or date of the relevant Advance to ensure that no such breach occurs.
Method of disbursement: In the event that the conditions precedent required under Section 6 (Conditions Precedent) are satisfied or otherwise waived by JBIC, JBIC undertakes to the Borrower to remit the proceeds of Advances promptly to the Onshore Disbursement Account to be applied in accordance with the terms of Clause 3.1 (Onshore Disbursement Account) and Clause 3.2 (Construction and Supply Accounts) of the Accounts Agreement. Advances shall be made in Dollars by telegraphic transfer into the Onshore Disbursement Account, and the Borrower so instructs JBIC to remit the proceeds of each Advance.
Telegraphic Transfers: The instruction by JBIC to its bank referred to in Clause 16.1(b)(i) of this Agreement for a telegraphic transfer into the Onshore Disbursement Account as provided in the paragraph entitled “Method of disbursement” above shall be an Advance under the JBIC Facility and shall, as from the date of such instruction, constitute a valid and binding obligation upon the Borrower in respect of repayment of such Advance and the payment of interest and any other amount payable under the Senior Finance Documents in relation thereto. The foregoing is without prejudice to JBIC's right to setoff or deduct the proceeds of any Advance as provided in this Agreement.
Shortfall: In the event that the total amount set forth in the Statement of Expenditures with respect to any Advance is less than the amount of the Advance requested in the relevant Drawdown Notice, then the relevant Advance shall be made only up to the amount set forth in such Statement of Expenditures. Fractional amounts of less than one (1) U.S. cent for any Advance may be disregarded.
Table of Advances: Promptly after each Advance is made:
General: On the date that each Advance is made, the amount of the Available Commitment shall be reduced by the amount of such Advance. Notwithstanding any provision of this Agreement to the contrary, the Borrower shall not request JBIC to make any Advance hereunder if, as a result thereof, the amount of the Available Commitment would thereby be exceeded.
Records: The Borrower shall retain or cause to be retained until the Final Maturity Date all records, contracts, orders, invoices, bills, receipts and other documents evidencing the expenditures for which Advances are requested in accordance with the Advance Procedures.
Amended Drawdown Schedule: The Borrower shall provide to the JBIC Facility Agent any proposed amendments to the Drawdown Schedule as and when required under Section 5.3 (Drawdown Schedule), which amendments shall be consistent with the terms of this Agreement (including, for the avoidance of doubt, Section 5.2(a) (Advance Procedures)) and the Common Terms Agreement which pertain to the making of Advances and all related provisions.
ANNEX A TO SCHEDULE 2
INITIAL DRAWDOWN SCHEDULE
Drawdown Date
|
Amount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Form 1
Form 1 to Schedule 2
Table of Advances
(Re: Advances to the Sarulla Project)
No. __________________
Date: _________________
Dear Sirs:
We enclose/attach two copies of the Table of Advances concerning the captioned Advance.
This Table of Advances shall be conclusive and binding in the absence of manifest error.
Yours faithfully,
MIZUHO BANK, LTD.,
as JBIC Facility Agent
By: ___________________________________
Name:
Title:
SARULLA OPERATIONS LIMITED
for and on behalf of the Borrower
By: _________________________
Name: _________________________
Title: _________________________
By: _________________________
Name: _________________________
Title: _________________________
Attachment to Form 1 to Schedule 2
Table of Advances
(Re: Advances to the Sarulla Project)
(Amounts Expressed in USD)
Date of Advance |
Amount Advanced |
Outstanding Balance |
Remarks as of Previous Month |
Total |
(Form 1)
Drawdown Notice
(Advance to Sarulla Project)
Date: _______
Serial No.: _______
TO :
JAPAN BANK FOR INTERNATIONAL COOPERATION,
as JBIC
4-1, Ohtemachi 1-chome
Chiyoda-ku, Tokyo 100-8144, Japan
Attn: Energy and Natural Resources Finance Department
MIZUHO BANK, LTD., as the JBIC Facility Agent
168 Robinson Road
# 11-01 Capital Tower
Singapore 068912
Attn: [●]
COPIED TO:
MIZUHO BANK, LTD., as the Intercreditor Agent
168 Robinson Road
# 11-01 Capital Tower
Singapore 068912
Attn: [●]
FROM: Sarulla Operations Limited for and on behalf of the Borrower
RE: Sarulla Geothermal Power Project – Drawdown Notice on JBIC Facility Agreement
Dear Sirs:
Pursuant to Clause 2.3 (Drawdowns) of the Common Terms Agreement and Clause 5 (Advances and Conditions Precedent) and Schedule 2 of the JBIC Facility Agreement dated [●], (“JBIC Facility Agreement”), the Borrower requests an Advance under the JBIC Facility Agreement on [●], 20[●] (the “Requested Drawdown Date” ) in the following amount.
|
Amount |
JBIC Facility Agreement | USD |
Please make an Advance of the above-mentioned amount by means of a telegraphic transfer into the Onshore Disbursement Account.
All defined terms used herein and not defined herein have the meanings given thereto in the JBIC Facility Agreement.
We enclose the Statement of Expenditures specifying the above-mentioned amount for your Advance and the Drawdown Schedule.
The Borrower represents and warrants to JBIC under the JBIC Facility Agreement that, as of the date hereof:
(c) |
the conditions precedent for each Advance contained in the JBIC Facility Agreement have been satisfied or waived in accordance with the terms of the JBIC Facility Agreement; |
(d) |
no Default has occurred and is subsisting; |
(e) |
the current aggregate amount of all Principal Amounts outstanding under the JBIC Facility (excluding the amount set forth in this Drawdown Notice) is USD [ ● ]; |
Equity: USD [ ● ]
Contingent Equity: USD [ ● ]
Covered Lenders Facility: USD [ ● ]
ADB Facility: USD [ ● ]
(h) |
the Requested Drawdown Date is a Business Day. |
Except to the extent set forth in any notice provided pursuant to this paragraph, each matter certified by the Borrower herein shall be deemed once again to be certified as true and correct in all material respects as of the time of the Borrower’s receipt of the Advance requested hereby as if then made.
The Borrower agrees that, if prior to such receipt, it determines that any matter certified by it herein will not be true and correct in all material respects as of the time of such receipt, it will promptly so notify the JBIC Facility Agent in writing; provided, however, that JBIC shall not be obliged to make the requested advance on the Requested Drawdown Date:
(ii) |
if a Default has occurred and is subsisting on the Requested Drawdown Date. |
IN WITNESS WHEREOF, the undersigned has caused this Drawdown Notice to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written.
SARULLA OPERATIONS LIMITED
for and on behalf of the Borrower
By: _________________________
Name: _________________________
Title: _________________________
By: _________________________
Name: _________________________
Title: _________________________
(Form 2)
Date:
Serial No:
STATEMENT OF EXPENDITURES
(A) Total |
|||
(B) Amount to be disbursed |
Remarks:
________________________________
[Borrower]
(authorized signature)
* Please insert the amount denominated in USD.
** Statement of Expenditures covers all expenditures since the last Advance.
(Form 3)
Drawdown Schedule
JBIC Facility Agreement
payment planned during period from ( ) to ( )
Date |
Amount to be possibly disbursed |
(name of Borrower) | |
(name and title of signer)
|
Schedule 3
Repayment Schedule
S3-1
This ‘10-Q’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 5/9/14 | 8-K | ||
For Period end: | 3/31/14 | 4, 8-K | ||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/25/22 Ormat Technologies, Inc. 10-K 12/31/21 143:66M RDG Filings/FA 2/26/21 Ormat Technologies, Inc. 10-K 12/31/20 144:33M RDG Filings/FA |