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Key Success to Achieve the Best Financing ForVSPP Solar Project in Thailand

March 23, 2010



Table of Contents

1. Key Project Structure & Involved Parties

2. Key Risks and Mitigation Guideline

3. Key Documentation & Timeline

Strictly Private & Confidential 1



Typical Project Finance StructureShareholders Agreement

Sponsors SponsorsOwner’s

EngineersSponsor’s

Legal Counsel

Lender’sLegal Counsel Sponsor Support

AgreementSupplierSupplier Warranty

Project CompanyLendersEPC

Contractor

O&M

EPC Contract

O&M Contract

Loan and FinancialPackage Agreement

/Trustees OperatorPower Purchase

Agreement

Insurance PolicyAssignment of Agreements

Off-Taker

IndependentEngineers

Insurer

Assignment of Proceeds




Table of Contents







Key Perception of Risks and Mitigations

ssuesssues

Balance of Plant Panel/Inverter

ga onga on

Fixed price, turn key

u e neu e ne

Liquidated damage termsonstruct ononstruct on

Synchronization

Cost Controls andCompletion

Guarantee completion date

Select experienced contractor

Acceptable performance guarantee

Strong status of EPC

Technologyand

Technologyand

Reliability and Durability

Environmental Suitability

Technology and performancerecords reviews

Lab testing and Certificates

Proven technology with reasonabletrack records

Proper Manufacturing test&warranty

ro ec conom cs

Service/Maintenance program Reachable manufacturer/supplier

Location clear of surrounding futureIrradiation

andProduction

Irradiationand

Production

Suitability

Climate Impact

Geographic Limitation

Historical climate/season review

On site survey and verification

Yield Analysis

development, flooding, shadows,smog and smoke

Technical Advisor with formulatedyield analysis approach




Key Risks and Mitigations of Solar Farm Development (Con’t)

Continuity of the Power

ga onga on

Understand PPA characteristic

u e neu e ne

Legal counsel to review warranty, LD

ontractuaontractua

Terms and enforceabilityof contracts and warranty

(PPA to renew every 5 years)

Legal due diligence Legal counsel to review contract

enforceability under Thai Laws

EnvironmentalEnvironmental

Potential environment pollutionsassessments

Local community communication

Technical/Environmental Advisor toperform review and study

Local road show and education

Impact and effect tosurrounding environment

Local community

Social responsibility program

Job creationacceptance




Table of Contents







Key Documentation

Financial DocumentsFinancial Documents

• Indicative Terms and Conditions

• Credit Facilities Agreement

• Shareholder Undertaking

• Power Purchase Agreement

• Interconnection Agreement

• EPC Agreement

• Warranties and Service

• BOP Contracts

• O&M Contracts

Project DocumentsProject Documents • Land Agreements

• Joint Venture or Shareholder Agreement

• Performance Bonds

• Supply Contracts

• Technology/Operating Licenses

• Planning and Environmental Consents (IEE)




Key Documentation

Security DocumentsSecurity Documents

• Mortgage of land• Mortgage of all plant equipment/machineries

• Assignment of project documents/bonds

• Insurance endorsement

Expert OpinionsExpert Opinions

•Technical Evaluation Report•Legal Opinion•Insurance Report

•Conduct due diligences 4-6 weeks

•Conclude Terms and Conditions 1-2 weeks• ra t ng & negot ate oan ocumentat on 4-8 wee s•Final bank’s board approval 4-6 weeks•Financial close

•Fulfill condition precedence prior to drawdown 4 weeks

(2-3 months)




Example of Key Project Enhanced Parties

SponsorsSolar Power Co. LtdE for E, Kyocera Corp.

Experienced Developerproper selection of location, selection of technology, matchingcomponents, cost-effective component

Off-taker PEAStrong Governmental Agency

Power purchase agreement under strategic and long termgovernmental support

Counsels/Consultants Clifford Chance (Legal)

Mott MacDonald (IE)

Understand issues of renewable – supplier warranty, contracttermination, performance warranty

Understand dynamic of technical development – assessments of

Advisor/Lender KBank (FA/Arranger)

, ,

Keen and familiar with renewable projects – understand keyspecific characteristic of renewable projects

Understand project requirements – able to advise and deliver

EPC/Equipment Suppliers Kyocera Corp.SMA

Strong R&D and track records – traceable and proven recordsProduction readiness – provide quality products within timeframeCommitment of services – ability to provide commitment/warranty




KBank’s CredentialsKBank’s Credentials




Focus on Client Solutions

Products &

Services

Origination &

Structuring

Syndication &

Distribution

Client-Focused

Solutions

• Commercial Papers/ Bill of

Exchange

• Debentures

• In-depth knowledge base from

our experienced industry

specialists adds value to the

• Well-established market

intelligence, in depth and

breadth, essential for

Our professionals’

common objective is

• Asset-Backed Securities

• Project Finance

• Syndicated Loans

• Structured Finance

transaction

• Initiative structuring team to

execute and deliver the well-

structured transaction

formulation of syndication

strategy

• Experienced sale team to

offer roducts and services

solution to clients, withexpertise, initiatives and

commitments.

• Property Fund

• FX/Derivative Products

• Structured Notes

• Credit Ratin Advisor Services

• Solution-driven origination &

structuring

to the right targets

• Highly efficient distribution

infrastructure i.e. subscription

and a ment s stem

• Financial Advisory Services




KBank’s 2009 Performance in DCM Recognized Domestically / Internationally

Best Foreign Currency Liquidity Providers in Thailand

Best Bond House

Best THB Interest Rates Contributors in Thailand Top Bookrunners of Thailand Syndicated Loans

Best Cash & Liquidity Management Bank Best Private Wealth Management House Best Project Financing Deal of the Year

Best Domestic Providers for Local Currency Products and Interest Rate Products Best Domestic Provider of FX Services in Thailand as voted by Financial Institutions Best Domestic Provider of FX Services in Thailand as voted by Corporates Best Domestic Provider for Innovative FX Products and Structured Ideas in Thailand as voted by Corporates

Best Bond House

Best Domestic Provider of FX Prime Broking Services in Thailand as voted by Corporates Best Domestic Provider of Single-Bank Electronic Trading Platform in Thailand as voted by Corporate

Best Trade Finance Bank

Project Finance Deal of the Year

THB 13 940 million and USD 187.5 million Pro ect Financin for Theun-Hinboun H dro ower Ex ansion Pro ect




…with outstanding track record of Power Project Advisory

“KBank is also honored to have been selected as Financial Advisor to the world’s largestsolar farm: NED developed by EGCO, CLP and Mitsubishi Corporation and the ASEAN’s

”Strictly Private & Confidential 13



Top Five Thailand Loans Mandated Arrangers – Bloomberg

solution to clients with a variety of optimum financing products.

• Our funding arrangement services will formulate the most suitable funding to client with ultimateobjective to maximise return to the sponsors or shareholders.

Deal Volume

January – December 2009

Count (USD Million)

1 KASIKORNBANK 10 626 27.3

2 Ban kok Bank 3 292 12.7

3 Siam Commercial Bank 2 201 8.7

4 Bank of Ayudhya 3 189 8.3

5 Tisco Bank 1 121 5.3




Deal Volume

January – December 2009Top Five Thailand Loans Book Runners

an ameCount (USD Million)

ares

1 KASIKORNBANK 6 527 33.2

2 Siam Commercial Bank 1 407 25.6

3 Bank of Ayudhya 1 120 7.6

4 Siam City Bank 1 102 6.5

. .

Rank NameDeal Volume

% Shares

January – December 2009

1 KASIKORNBANK 7 792.2 38.9

2 Siam Commercial Bank 2 274.2 13.5

3 Bangkok Bank 1 203.5 10.0

4 Bank of Ayudhya 1 120.9 5.9

5 DnB NOR BANK ASA 1 100.0 4.9Strictly Private & Confidential 15



Feel free to contact:

นพเดช กรรณส ูต(Nopadej Karnasuta)

First Vice PresidentMulti-Corporate Business Department

KASIKORNBANK PCL.

Tel: 662-470-6004-5

E-mail: [email protected]
