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For the period 13 June, 2011 to 05 August, 2011 Under the guidance of Shri K. Sreekant Additional General Manager (IF) Submitted By Sandeep Anand 2nd Year Student of MBA in Power Management Roll no. 79 Batch 9th (2010-2012)
Power Training Institute, Faridabad, hereby declare that the summer training report Entitled INTERNATIONAL FINANCING ON POWER PROJECTS
Is an original work and the same has not been submitted to any other institute for the award of
A seminar presentation of the Training report was made on_________________ and the
K.P.S.Parmar Presentation in- charge NPTI, Faridabad M.B.A (9th Batch), NPTI
providing me the necessary resources for carrying out the study and for his timely and continued support and more importantly his guidance without which this report would have been incomplete. I wish to thank, Ms. Farida Khan, Mr. K.P.S Parmar (Project guide), Mr. Amit Kumar Mishra, Mrs. Indu Maheshwari (Dy. Director), Mr. Rohit Verma (Dy.Director), CAMPS, NPTI (National Power Training Institute) for their valuable inputs. I wish to make a special mention of Mrs. Manju Mam (Dy. Director), Mr. S.K. Chaudhary (Director), CAMPS, NPTI and Mr. J.S.S. Rao (Principal Director), CAMPS, NPTI for providing me an opportunity to do my summer internship at NTPC Ltd. which was a great learning for me. I am greatful to my friends who gave me the moral support in my times of difficulties. Last but not the least I would like to express my special thanks to my family for their continuous motivation and support.
Sandeep Anand
11.1 Investment loans ......................................................................................................................... 40 11.2Adjustment loans: - Adjustment loan........................................................................................... 40 11.3Specific Investment Loan............................................................................................................. 40 11.4Sector Investment and Maintenance Loan ................................................................................... 40 11.5Adaptable Program Loan ............................................................................................................. 41 11.6Learning and Innovation Loan ..................................................................................................... 41 11.7Technical Assistance Loan........................................................................................................... 42 11.8Financial Intermediary Loan ........................................................................................................ 42 11.9Emergency Recovery Loan .......................................................................................................... 42 11.10Structural Adjustment Loan ....................................................................................................... 43 11.11Sector Adjustment Loan............................................................................................................. 43 7
LIST OF TABLE
Table 6.1:International Financiers of Coal fired plants ............................................................................... 22 Table 6.2: - Capacity Addition Breakup (XIth) power plant ........................................................................ 23 Table 6.3: Financial Closure Scenario For Private Capacity as per 11th plan ............................................. 25 Table 6.4: Investment ................................................................................................................................. 25 Table 15.1: Opening Loan balance sheet of all banks ................................................................................ 82 Table 15.2: Loan wise Allocation of Interest (Net Charge) as on 04/07/2011 ............................................ 83 Table 15.3: Weighted average of KFW Bank ............................................................................................... 87 Table 15.4: Guarantee fee payable on IBRD For the period 01/04/2011 to 04/07/2011 .......................... 89 Table 15.5: Guarantee fee of World Bank allocated on different projects ................................................ 89 Table 15.6: Foreign Exchange Rate Variation (FERV) of KFW Bank on different projects .......................... 90 Table 15.7: Interest allocation of KFW Bank on different projects............................................................. 91 Table 15.8: Differential Interest of all banks............................................................................................... 95
LIST OF FIGURE
Figure 6.1: XIth plan Capacity Addition Targets & Achievement ................................................................ 23 Figure 6.2: Capacity Addition Growth in plan wise manner ....................................................................... 24 Figure 6.3: Capacity Addition Private Sector ............................................................................................. 24 Figure 6.4: Investment in Power Sector...................................................................................................... 25 Figure 6.5: Investment targets by Government.......................................................................................... 26
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Business Ethics Customer Focus Organizational & Professional Pride Mutual Respect & Trust Innovation & Speed Total Quality for Excellence
2.2Diversified Growth: As per new corporate plan, NTPC plans to become a 75 GW company by the year 2017 and envisages to have an installed capacity of 128 GW by the year 2032 with a well-diversified fuel mix comprising 56% coal, 16% gas, 11% nuclear energy, 9% renewable energy and 8% hydro power based capacity. As such, by the year 2032, 28% of NTPCs installed generating capacity will be based on carbon free energy sources. Further, the coal based capacity will increasingly be based on high-efficientlow-emission technologies such as Super-critical and Ultra-Super-critical. Along with this
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PROJECT Coal
STATE
MW
1. Indira Gandhi STPP- JV with IPGCL & HPGCL ( 3 x 500) Haryana 2. Sipat I (3 x 660) 3. Simhadri II Unit - IV( 500) 4. velour I -JV with TNEB ( 2 x 500) 5. Velour Stage-I Phase-II -JV with TNEB ( 1 x 500) 6. Bongaigaon(3 x 250) 7. Mauda ( 2 x 500) 8. Rihand III(2X500) 9. Vindhyachal-IV (2X500) 10. Muzaffarpur Expansion (2x195) JV with BSEB Chhattisgarh Andhra Pradesh Tamilnadu Tamilnadu Assam Maharashtra Uttar Pradesh Madhya Pradesh Bihar
1000 1980 500 1000 500 750 1000 1000 1000 390
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Total Share Capital Equity Share Capital Share Application Money Preference Share Capital Reserves Revaluation Reserves Net worth Secured Loans Unsecured Loans Total Debt Total Liabilities
8,245.50 8,245.50 0.00 0.00 55,478.60 0.00 63,724.10 9,079.90 28,717.10 37,797.00 101,521.10 Mar '10 12 mths
8,245.50 8,245.50 0.00 0.00 50,749.40 0.00 58,994.90 8,969.60 25,598.20 34,567.80 93,562.70 Mar '09 12 mths
8,245.50 8,245.50 0.00 0.00 46,021.90 0.00 54,267.40 7,314.70 19,875.90 27,190.60 81,458.00 Mar '08 12 mths
8,245.50 8,245.50 0.00 0.00 40,351.30 0.00 48,596.80 7,479.60 17,661.50 25,141.10 73,737.90 Mar '07 12 mths
evalua
2.7 SWOT analysis of NTPC Strengths: Core Team of expert professionals. Responsive Governance (Across the Board: Cooperation across management). Low Operating Costs. Excellent work Culture. Sound and state of the art Physical Infrastructure. Young and Dynamic workforce Aggressive toward development. Numerous Training Courses for the employees.
Opportunities:
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Threats: High competition from other companies. Change in Govt. policies Manpower shortage. Fuel availability.
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EDF identified $37.04 billion in public international financing for some 88 new coal plants and expansions and life extensions of existing plants since 1994.
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Table7.4: Investment Source / Sector Central State Private Total % age Hydro (MW) 8,654 3,482 3,491 15,627 20% 24,840 23,301 11,552 56,693 76% 3,380 4% 3,380 36,874 26,783 15,043 78,700 100% 47% 34% 19% 100% Thermal (MW) Nuclear (MW) Total % age
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conversion rate is known as forward rate. 2. Futures contract is a standardized agreement to buy or sell a pre-specified amount of foreign currency in the future market at some specified future date between the parties to the contract. 3. Currency option is a financial instrument that provides its holder a right but no obligation to buy or sell a pre-specified amount of foreign currency at a pre-determined rate in the future. 4. Call option:-The holder has right to buy/call a specific currency at a specific price on a specific period of time. 5. Put option:-The holder has right to sell a specified amount of currency at a pre-fixed price on a specified date. 6. Money market operations:-It serves an important hedging function in that uncertainty is resolved regarding the amount to be paid. The steps involved are as follows:29
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INTERNATIONAL FINANCING ON POWER PROJECTS 9. DIFFERENCE BETWEEN DOMESTIC FINANCE & INTERNATIONAL FINANCE
International finance is to a great extent, similar to domestic corporate finance. A domestic company takes up a project for investment only when the net present value of cash flows is positive and it shapes the working capital policy in a way that maximizes profitability and ensures desired liquidity. It is not different in case of MNCs.
Again, the financing decisions, in respect of whether a domestic or an international company, aim at minimizing the overall cost of capital and providing optimum liquidity.
Domestic financial management is concerned with the costs of financing sources and the payoffs from investment. In domestic arena, movements in exchange rates are substantially ignored.
But In case of international financial management, there is no way that we can analyze international financing and investment opportunities without an understanding of the impact of foreign exchange rates upon the basic model of financial management.
However, international finance has a wider scope than domestic corporate finance and it is designed to cope with greater range of complexities than the domestic finance. The reasons are as follows:(a) The MNCs operate in different economic, political, legal, cultural and tax environments
(b) They operate across and within varied ranges of product and factor markets which vary in regard to competition and efficiency.
(c) They trade in a large number of currencies as a result of which their dependence on the foreign exchange market is quite substantial.
(d) They have easy access not only to varying domestic capital markets but also to unregulated international capital markets which differ in terms of efficiency and competitiveness.
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Since the IMF was designed to provide temporary assistance in correcting the balance of payments difficulties, an institution was also needed to assist long-term investment purposes.
Thus, IBRD was established for promoting long-term investment loans on reasonable terms.
The World Bank (IBRD) is an inter-governmental institution, corporate in form, whose capital stock is entirely owned by its member governments.
Initially, only nations that were members of the IMF could be members of the World Bank; this restriction on membership was subsequently relaxed.
FUNCTIONS: 1. To assist in the reconstruction and development of the territories of its members by facilitating the investment of capital for productive purposes.
2. To promote private foreign investment by means of guarantee of participation in loans and other investments made by private investors and when private capital is not available on reasonable terms, to make loans for productive purposes out of its own resources or from funds borrowed by it.
3. To promote the long-term balanced growth of international trade and the maintenance of equilibrium in balances of payments by encouraging international investment for the development of the productive resources of members.
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The Bank considers its role to be a marginal one, to supplement and assist foreign investment in the member countries.
A little consideration will show that the objectives of the IMF and IBRD are complementary. Both aim at increasing the level of national income and standard of living of the member nations.
Both serve as lending institutions, the IMF for short-term and the IBRD for long-term capital. Both aim at promoting the balanced growth of international trade.
ADB (ASIAN DEVELOPMENT BANK) ADB had started in 22nd august, 1963. The formalities were completed by mid-1966 and it started functioning in December 1966.
Its membership was open to the regional countries and the non-regional developed countries from where resources were to be obtained. Presently, it has 57 members---41 from the region and 16 from outside.
The chairman of the board of director is the president of the ADB. He is assisted by vicepresident and professional and non-professional staff members. In practices, decisions are taken by consensus, although there is provision for voting.
Every member country has one basic vote plus proportional votes depending upon the number of shares held in the capital structure. The regional members carry over two-thirds of the votes.
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Apart from OCR , there are three special funds namely the Asian Development Fund (ADF) , the Technical Assistance Development Special Fund (TASF) and the Japan Special Fund (JSF).
ADF is replenished by member countries to finance the concessional lending to poorer members and the replenishment is authorized from time to time by a resolution of the board of governor.
TASF is meant for financing the technical assistance operations. It created out of income from the ordinary lending operation, replenishments from member countries, direct voluntary contributions, and income from investment.
JSF was established in 1988 by way of contribution from japan for financing or co-financing on a grant basis the technical assistance projects and the private sector projects through equity investment.
FUNCTION
Being a regional development bank, ADB provides the following financial and technical assistance for economic development of developing member countries (DMC).
2. Provides technical assistance for preparing and carrying out development projects and programmer and advisory services;
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4. Assist regional and sub-regional schemes for the sake of promotion of regional economic cooperation.
Since IFC is an institution of the World Bank group, its organizational set-up is similar to that of the World Bank.
The Board of Director implements the policies framed by the Board of Governors.
The president of the World Bank is the ex-officio president of the IFC. The president is assisted by the executive vice president who is in turn assisted by a large number of professional and non-professional staff.
The resources base of the IFC is similar to that of the IBRD. It presents a mix of equity capital and borrowed funds.
The IFC started borrowing in 1965 in order to finance its lending activities but only from the IBRD. In 1984 it began borrowing from the international capital market. During 1990s the size of borrowing expanded fast.
Apart from borrowings, the earning of the IFC too makes up its resource pool. The earning comes from interest and financial fees, dividend from equity investment, service fees, and income from the sale of securities, etc.
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The IFC supplements the financing activities of the World Bank. It seeks to achieve the objectives through providing and bringing together finance, technical assistance and management.
This means that it extends not only financial and technical assistance, but also provides equity capital.
Quasi-equity investment includes subordinated loans, convertible debt instruments, and preferred stock and income notes.
Long-term loans are made either on project cost basis or on corporate-finance basis. Those loans that are written against IFCs own account are known as A-loans.
Maturity ranges normally between 7 and 12 years, although it can be extended to 20 years and the grace period can go up to 4 years.
The loans are mostly direct loans, but are provided also through financial intermediaries like banks, leasing companies or financial institutions. In case where IFCs own funds do not permit making big loans, it seeks out commercial banks and other financial institutions to join in loan syndication and parallel financing. Such loans are known as B-loans.
IFCs Risk Management Services enable firms to access the derivative markets to hedge their exchange rate exposure or interest rate exposure.
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The Foreign Investment Advisory Service (FIAS) is being operated in collaboration with Multilateral Investment Guarantee Agency (MIGA) to provide technical advice to member countries on how to formulate policies and programs so as to attract foreign investment.
The Corporation collaborates also with the United Nations Development Program for technical assistance.
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11.2Adjustment loans: - Adjustment loan have a short-term focus (1 to 3 years), and provide quick-disbursing external financing to support policy and institutional reforms. Eligibility for an adjustment loan also requires agreement on monitor able policy and institutional reform actions, and satisfactory macroeconomic management.
Coordination with the IMF is an essential part of the preparation of an adjustment loan. The important lending instruments are:-SAL, SECAL, PSAL, SSAL, RIL, and DRL. 11.3Specific Investment Loan Specific investment loans (SILs) support the creation, rehabilitation, and maintenance of economic, social, and institutional infrastructure. In addition, SILs may finance consultant services and management and training programs.
The SIL is a flexible lending instrument appropriate for a broad range of projects. SILs help to ensure the technical, financial, economic, environmental, and institutional Viability of a specific investment. They also support the reform of policies that affect the productivity of the investment. 11.4Sector Investment and Maintenance Loan Sector investment and maintenance loans (SIMs) focus on public expenditure programs in particular sectors. They aim to bring sector expenditures, policies, and performance in line with a countrys development priorities by helping to create an appropriate balance among new capital investments, rehabilitation, reconstruction, and maintenance.
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The SIM is most appropriate where a sector expenditure program needs extensive coordination, particularly if the program involves a large share of donor-financed investments. Therefore, SIMs typically involves coordinated efforts among the multilateral and bilateral donors providing assistance to the sector. 11.5Adaptable Program Loan Adaptable program loans (APLs) provide phased support for long-term development programs. They involve a series of loans that build on the lessons learned from the previous loan(s) in the series.
An APL involves agreement on (1)The phased long-term development program supported by the loan, (2)Sector policies relevant to the phase being supported, and (3)Priorities for sector investments and recurrent expenditures.
They can be used to support a phased program of sector restructuring, or systemic reform in the power, water, health, education, and natural resource management sectors, where time is required to build consensus and convince diverse actors of the benefits of politically and Economically difficult reforms. 11.6Learning and Innovation Loan The learning and innovation loan (LIL) supports small pilot-type investment and capacitybuilding projects that, if successful, could lead to larger projects that would mainstream the learning and results of the LIL.
LILs do not exceed $5 million, and are normally implemented over 2 to 3 yearsa much shorter period than most Bank investment loans. All LILs include an effective monitoring and evaluation system to capture lessons learned.
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TALs are used to build capacity in entities directly concerned with implementing policies, strategies, and reforms that promote economic and social development.
They also build capacity related to public sector reform and to the preparation, implementation, and maintenance of investments.
TALs often complement investment or adjustment operations by supporting specific tasks related to their preparation or implementation.
11.8Financial Intermediary Loan Financial intermediary loans (FILs) provide long-term resources to local financial institutions to finance real sector investment needs. The financial institutions assume credit risk on each subproject.
FILs help to develop sound financial sector policies and institutions, promote the operational efficiency of those institutions in a competitive environment, improve the terms of credit to enterprises and households, and promote private investment. 11.9Emergency Recovery Loan Emergency recovery loans (ERLs) support the restoration of assets and production Levels immediately after an extraordinary eventsuch as war, civil disturbance, or Natural disasterthat seriously disrupts a borrowers economy.
They are also used to strengthen the management and implementation of reconstruction efforts, and to develop disaster-resilient technology and early warning systems to prevent or
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They finance investment and productive activities, rather than relief or consumption. For recurring events such as annual flooding, or for a slow-onset disaster such as drought, a SIL is usually more appropriate.
11.10Structural Adjustment Loan The structural adjustment loan (SAL) supports reforms that promote growth, efficient use of resources, and sustainable balance of payments over the medium and long term.
SALs typically focus on major macroeconomic and structural issues that cut across sectors, such as trade policy, resource mobilization, public sector management, private sector development, and social safety nets.
11.11Sector Adjustment Loan The sector adjustment loan (SECAL) supports policy changes and institutional reforms in a specific sector. SECALs focus on major sectorial issues such as the incentive and regulatory Frameworks for private sector development, institutional capability, and sector expenditure programs.
11.12Programmatic Structural Adjustment Loan The programmatic structural adjustment loan (PSAL) is provided in the context of a multiyear framework of phased support for a medium-term government program of policy reforms and institution building.
PSALs respond to country needs for Bank financing and advice in support of structural and social reforms that involve continuous, incremental policy changes and institution building over several years.
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11.13Special Structural Adjustment Loan The special sector structural adjustment loan (SSAL) supports structural and social reforms by creditworthy borrowers approaching a possible crisis, or already in crisis, and with exceptional external financing needs.
These loans help countries to prevent a crisis or, if one occur, to mitigate its adverse economic and social impacts.
SSALs have different terms than other Bank loans. They carry a 5-year maturity with a 3-year grace period, and a minimum loan spread of 400 basis points over USD LIBOR equivalent. There are no waivers of interest or commitment charges.
11.14Rehabilitation Loan The rehabilitation loan (RIL) supports government policy reform programs aimed at creating an environment conducive to private sector investment, where foreign exchange is required for urgent rehabilitation of key infrastructure and productive facilities.
The focus is on key short-term macroeconomic and sector policy reforms needed to reverse declines in infrastructure capacity and productive assets.
11.15Debt Reduction Loan The debt reduction loan (DRL) helps eligible highly indebted countries reduce commercial debt and debt service to a manageable level, as part of a medium-term financing plan in support of sustainable growth. The focus is on rationalizing the countrys external commercial bank debt, by either converting it to lower-interest instruments or buying it back at a discount.
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(c) Any Commitment Charge as stated in paragraph (b) of this Section which has become due and payable during the provisional effectiveness of the Loan Agreement, shall remain due and payable to the Bank notwithstanding the non-entry into force, the cancellation or the termination of the Loan Agreement. SECTION 2.03 Interests (a) The Borrower shall pay interest at the rate specified in the Loan Agreement on the amount of the Loan disbursed and outstanding from time to time. Interest shall accrue from the respective dates on which such amounts are disbursed. (b) The Bank may establish an alternate interest rate which shall be applicable if for any reason, including, but not limited to, financial market disruption, the Bank determines that it has become impossible to calculate the interest rate in the manner agreed upon in the Loan Agreement. In such case, the Borrower shall have the right to prepay the Loan without thereby incurring any penalty or prepayment costs. (c) In establishing such alternate interest rate, the Bank shall consult with the Borrower, in order to decide on a substitution formula allowing the Bank to keep the same margin as the margin defined in the Loan Agreement. This formula shall apply retroactively from the first day of the Interest Period during which this impossibility to compute the interest rate has been notified, up to the total reimbursement of the principal of the Loan, interests, prepayment costs, Special Commitment Charge, Commitment Charge and other charges due under the Loan Agreement, or up to the date of notification by the Bank of the cessation of the event which caused the application of the alternate interest rate. SECTION 2.04 Application of Payment Except as the Bank may otherwise decide, all payments by the Borrower shall be applied, as the case may be, in the following order: Commitment Charge, Special Commitment Charge, other charges, prepayment costs, interest and principal.
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SECTION 2.07 Place of Payment The principal of interest, prepayment costs, Special Commitment Charge, Commitment Charge and other charges on the Loan shall be paid at such place(s) as the Bank shall indicate. SECTION 2.08 Payments Falling Due on Public Holidays
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SECTION 4.02 Special Commitments by the Bank The Bank may, at the request of the Borrower and upon such terms and conditions as shall be agreed upon between the Bank and the Borrower enter into special commitments in writing to pay amounts to the Borrower or others in respect of expenditures to be financed out of the proceeds of the Loan notwithstanding any subsequent suspension or cancellation by the Bank or the Borrower. The Borrower shall pay a charge (special commitment charge) at the rate specified in the Loan Agreement. SECTION 4.03 Requests for Disbursement or for Special Commitment If the Borrower seeks disbursement of any amount from the Loan Account the Bank to enter into a Special Commitment, the Borrower shall deliver to the Bank a written request in such form,
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SECTION 4.04 Payments by the Bank The Loan funds disbursed shall be payable by the Bank to, or on the order of, the Borrower in accordance with the terms of the Loan Agreement.
SECTION 4.05 Reallocation and Loan Savings (a) The Bank may, at the request of the Borrower, and in accordance with its policies as applicable from time to time, modify the allocation of expenditures of the Project to be financed from the Loan. (b) The reallocation of the Loan funds from one Category of Expenditures to another or within the same Category of Expenditures shall not, however be made if such reallocation would in the opinion of the Bank (i) compromise the execution of the Project (ii) substantially modify the nature or objectives of the Project. (c) Loan Savings may be allocated in accordance with the policy of the Bank as determined from time to time.
SECTION 4.06 Evidence of Authority to Sign Requests for Disbursement The Borrower shall provide the Bank with evidence of the authority of the person or persons authorized to sign requests for disbursement and the authenticated specimen signature(s) of any such persons
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Performance Failure (c) The Borrower has failed to perform any other obligation under the Loan Agreement or any Hedging Agreement, the Bank determines that the Project objectives cannot be achieved. Cross-suspension (d) The Bank has suspended in whole or in part the right of the Borrower to request or receive disbursements under any agreement with the Bank, because of a failure by the Borrower to perform any of its obligations under such agreement with the Bank.
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SECTION 5.03 Cancellations by the Bank 1) The Bank may, by notice to the Borrower, cancel the whole or part of the Loan, as the case may be, if: (a) Interruption of the Project: Project operations shall be deemed to have ceased if no disbursement has been made for a continuous period of two years. (b) Suspension: the right of the Borrower to disbursement of the Loan, has been suspended with respect to any amount of the Loan for a continuous period of 30 days. (c) Amount not Required: at any time, the Bank determines, after consultation with the Borrower, that an amount of the Loan will not be required to finance any Project costs previously allocated to be financed out of the Loan proceeds; (d) Closing Date: on the day following the Closing Date, an amount of the Loan shall not have been disbursed; (g) Cancellation of Guarantee: the Bank has received prior notice from the Guarantor pursuant to Section 5.06 (b) with respect to an amount of the Loan. (h) Modification of the Project: the Borrower has modified the nature or the objectives of the Project financed from the resources of the Loan.
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SECTION 5.05Effectiveness of the Provisions of the Loan Agreement after Suspension or Cancellation Notwithstanding any cancellation or suspension, as provided for in Sections 5.01, 5.02 and 5.03 above, the provisions of the Loan Agreement shall continue in full force and effect. SECTION5.06. Cancellation of Guarantee (a) If the Borrower has failed to make payment of principal or interest or any other payment required under the Loan Agreement, and such payment has been made by the Guarantor, the Guarantor may after consultation with the Bank, and by notice to the Bank and the Borrower, terminate its obligations under the Guarantee Agreement with respect to any amount of the Loan undisbursed from the Loan Account on the date of receipt of such notice by the Bank and not
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12.1.8 ARTICLE VIII PROJECT IMPLEMENTATION - COOPERATION AND INFORMATION-FINANCIAL AND OTHER INFORMATION - NEGATIVE PLEDGE (PARI PASSU) SECTION 8.01Project Implementation The Borrower shall carry out the Project and/or cause the Executing Agency to carry out the Project: (a) With due diligence and efficiency; (b) In conformity with all applicable laws and regulations; (c) In conformity with appropriate administrative, technical, financial, economic, environmental and social standard and practices; and (d) In accordance with the provisions of the Loan Agreement, as well as any performance arrangement to be entered into between the Borrower and the Executing Agency. SECTION 8.02Cooperation and Information
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SECTION8.07. Accounts, Records and Audit (a) The Borrower shall cause the Executing Agency to: (i) Maintain records and procedures adequate to record and monitor the progress of the Project (including its costs and the benefits to be derived from it, according to indicators acceptable to the Bank), to identify the goods, works and services financed out of the proceeds of the Loan, and to disclose their use in the Project;
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12.1.9 ARTICLE IX - SETTLEMENT OF DISPUTES - APPLICABLE LAW SECTION 9.01 Settlements of Disputes (a) Except for liens and other securities taken where the Bank can decide to enforce its rights in accordance with the law governing the creation of such securities, any controversy between the parties to the Loan Agreement and any claim by a party against the other party arising under the Loan Agreement will be settled. If no settlement is reached within 90 days from the date notification is given by one party of a request for submission of the dispute to settlement, the dispute may be submitted to arbitration, as provided hereunder, by either party.
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SECTION 9.02 Applicable Law Unless otherwise provided in the Loan Agreement, the law to be applied to the Loan Agreement shall be public international law, the sources of which shall be taken for these purposes to include: (a) Any relevant treaty obligations that are binding reciprocally on the parties to these agreements; (b) The provisions of any international conventions and treaties generally recognized as having codified into binding rules of customary law applicable to states and to international financial institutions, as appropriate; (c) International custom, as evidence of a practice accepted as law; and (d) General principles of law applicable to multilateral economic development activities.
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External Commercial Borrowings availed of by residents are governed by clause (d) of subsection 3 of section 6 of the Foreign Exchange Management Act, 1999 read with Notification No. FEMA 3/ 2000-RB. Foreign Exchange Management Regulations, 2000, dated May 3, 2000, as amended from time to time.
At present, Indian companies are allowed to access funds from abroad in the following methods:
(a) External Commercial Borrowings (ECB) refer to commercial loans in the form of bank loans, buyers credit, suppliers credit, securitized instruments (e.g. floating rate notes and fixed rate bonds, non-convertible, optionally convertible or partially convertible preference shares) availed of from non-resident lenders with a minimum average maturity of 3 years.
(b) Foreign Currency Convertible Bonds (FCCBs) mean a bond issued by an Indian company expressed in foreign currency, and the principal and interest in respect of which is payable in foreign currency.
(c) Foreign Currency Exchangeable Bond (FCEB) means a bond expressed in foreign currency, the principal and interest in respect of which is payable in foreign currency, issued by an Issuing Company and subscribed to by a person who is a resident outside India, in foreign currency and exchangeable into equity share of another company, to be called the Offered Company, in any manner, either wholly, or partly or on the basis of any equity related warrants attached to debt instruments.
ECB can be accessed under two routes:(i) Automatic Route (ii) Approval Route
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The following types of proposals for ECBs are covered under the Automatic Route:-
i) Eligible Borrowers (a) Corporates and Infrastructure Finance Companies (IFCs) except financial intermediaries, such as banks, financial institutions (FIs), and Non-Banking Financial Companies (NBFCs) are eligible to raise ECB. Individuals, Trusts and Non-Profit making organizations are not eligible to raise ECB.
(b) Units in Special Economic Zones (SEZ) are allowed to raise ECB for their own requirement.
(c) Non-Government Organizations (NGOs) engaged in micro finance activities are eligible to avail of ECB. Such NGOs should have a satisfactory borrowing relationship for at least 3 years with a scheduled commercial bank authorized to deal in foreign exchange in India.
ii) Recognized Lenders Borrowers can raise ECB from internationally recognized sources such as (i) international banks, (ii) international capital markets, (iii) multilateral financial institutions (such as IFC, ADB, etc.) / regional financial institutions and Government owned development financial institutions, (iv) export credit agencies, (v) suppliers of equipments, (vi) foreign collaborators and (vii) foreign equity holders (Overseas Corporate Bodies (OCBs)). A "foreign equity holder" to be eligible as recognized lender under the automatic route would require minimum holding of paid-up equity in the borrower company as set out below:
(a) For ECB up to USD 5 million - minimum paid-up equity of 25 percent held directly by the lender.
(b) For ECB more than USD 5 million - minimum paid-up equity of 25 percent held directly by the lender and debt-equity ratio not exceeding 4:1.
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a) The maximum amount of ECB which can be raised by a corporate is USD 500 million or its equivalent during a financial year.
b) Corporates are allowed to avail of ECB up to USD 100 million or its equivalent in a financial year for meeting foreign currency and/ or Rupee capital expenditure for permissible end-uses.
c) ECB up to USD 20 million or its equivalent in a financial year with minimum average maturity of three years.
d) ECB above USD 20 million or equivalent and up to USD 500 million or its equivalent with a minimum average maturity of five years.
iv)All-in-cost ceilings
All-in-cost includes rate of interest, other fees and expenses in foreign currency except commitment fee, pre-payment fee, and fees payable in Indian Rupees. The payment of withholding tax in Indian Rupees is excluded for calculating the all-in-cost. The all-in-cost ceilings for ECB are reviewed from time to time.
The following ceilings are valid until reviewed: Average Maturity Period Three years and up to five years More than five years All-in-cost Ceilings over 6 month LIBOR* 300 basis points 500 basis points
In the case of fixed rate loans, the swap cost plus margin should be the equivalent of the floating rate plus the applicable margin.
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b) Overseas direct investment in Joint Ventures (JV)/ Wholly Owned Subsidiaries (WOS) subject to the existing guidelines on Indian Direct Investment in JV/ WOS abroad.
c) Utilization of ECB proceeds is permitted for first stage acquisition of shares in the disinvestment process and also in the mandatory second stage offer to the public under the Governments disinvestment program of PSU shares.
d) Infrastructure Finance Companies (IFCs) i.e. Non-Banking Financial Companies (NBFCs) categorized as IFCs by the Reserve Bank are permitted to avail of ECBs, including the outstanding ECBs, up to 50 per cent of their owned funds, for on-lending to the infrastructure sector as defined under the ECB policy.
(a) For on-lending or investment in capital market or acquiring a company in India by a corporate (investment in Special Purpose Vehicles (SPVs), Money Market Mutual Funds (MMMFs), etc., are also considered as investment in capital markets).
(c) For working capital, general corporate purpose and repayment of existing Rupee loans.
vii) Guarantees
Issuance of guarantee, standby letter of credit or letter of comfort by banks, Financial Institutions and Non-Banking Financial Companies (NBFCs) from India relating to ECB is not permitted.
73
viii) Security The choice of security to be provided to the lender/supplier is left to the borrower. However, creation of charge over immoveable assets and financial securities, such as shares, in favour of the overseas lender is subject to Regulation 8 of Notification No. FEMA 21/RB-2000 dated May 3, 2000 and Regulation 3 of Notification No. FEMA 20/RB-2000 dated May 3, 2000, respectively, as amended from time to time. AD Category - I banks have been delegated powers to convey no objection under the Foreign Exchange Management Act (FEMA), 1999 for creation of charge on immovable assets, financial securities and issue of corporate or personal guarantees in favour of overseas lender / security trustee, to secure the ECB to be raised by the borrower.
ix) Parking of ECB proceeds Borrowers are permitted to either keep ECB proceeds abroad or to remit these funds to India, pending utilization for permissible end-uses.
x) Prepayment
Prepayment of ECB up to USD 500 million may be allowed by AD banks without prior approval of Reserve Bank subject to compliance with the stipulated minimum average maturity period as applicable to the loan.
The existing ECB may be refinanced by raising a fresh ECB subject to the condition that the fresh ECB is raised at a lower all-in-cost and the outstanding maturity of the original ECB is maintained.
74
The designated AD bank has the general permission to make remittances of installments of principal, interest and other charges in conformity with the ECB guidelines issued by Government / Reserve Bank of India from time to time.
xiii) Procedure
Borrowers may enter into loan agreement complying with the ECB guidelines with recognized lender for raising ECB under Automatic Route without the prior approval of the Reserve Bank. The borrower must obtain a Loan Registration Number (LRN) from the Reserve Bank of India before drawing down the ECB.
The following types of proposals for ECB are covered under the Approval Route:-
a) ECB with minimum average maturity of 5 years by Non-Banking Financial Companies (NBFCs) from multilateral financial institutions, reputable regional financial institutions, official export credit agencies and international banks to finance import of infrastructure equipment for leasing to infrastructure projects.
b) Infrastructure Finance Companies (IFCs) i.e. Non-Banking Financial Companies (NBFCs), categorized as IFCs, by the Reserve Bank, are permitted to avail of ECBs, including the outstanding ECBs, beyond 50 per cent of their owned funds, for on-lending to the infrastructure sector as defined under the ECB policy.
75
ii) Recognized Lenders: - Same as Automatic Route for Infrastructure (Power) projects.
Corporates can avail of ECB of an additional amount of USD 250 million with average maturity of more than 10 years under the approval route, over and above the existing limit of USD 500 million under the automatic route, during a financial year.
vi)End-uses not permitted: - Same as Automatic Route for Infrastructure (Power) projects.
ix) Parking of ECB proceeds: - Same as Automatic Route for Infrastructure (Power) projects.
x) Prepayment
Pre-payment of ECB for amounts exceeding USD 500 million would be considered by the Reserve Bank under the Approval Route.
xi) Refinancing of an existing ECB: - Same as Automatic Route for Infrastructure (Power) projects.
76
xii) Debt Servicing: - Same as Automatic Route for Infrastructure (Power) projects.
xiii) Procedure Applicants are required to submit an application in form ECB through designated AD bank to the Chief General Manager-in-Charge, Foreign Exchange Department, Reserve Bank of India, Central Office, External Commercial Borrowings Division, Mumbai 400 001, along with necessary documents. 14.1.3 TAKE-OUT FINANCE Refinancing of domestic Rupee loans with ECB is not permitted. Accordingly, take-out financing arrangement through ECB, under the approval route, has been permitted for refinancing of Rupee loans availed of from the domestic banks by eligible borrowers in the power sectors for the development of new projects.
77
15.1 Risk mitigation Risks are perceived as high partly because projects are typically undertaken not by established utility companies with strong balance sheets but by special purpose companies executing individual projects on a build-operate-transfer or build-own-operate basis. The risks associated with the revenue stream are therefore scrutinized. Equity investors may be willing to accept higher levels of risk in return for higher expected returns on their equity, but lenders typically have a lower tolerance for risk and a greater need for risk mitigation mechanisms. Different kinds of risk 15.2 Construction risk: - Construction risk refers to unexpected developments during the construction period that lead to time and cost overruns or shortfalls in performance parameters of the completed project. High capital intensity and a relatively long construction period make project costs especially vulnerable to delays and cost overruns. As a result construction risk is generally higher in sectors such as power and lower in sectors such as telecommunications and urban services. The reputation and experience of the sponsors and the engineering, procurement, and construction (EPC) contractor is an important element in assessing construction risk. While construction risk can be shifted to some extent, it cannot be eliminated entirely, since penalties for non-performance are typically capped at certain levels and the residual risk has to be borne by investors. However, lenders would be satisfied with risk sharing that reduces project risk to a level that can be absorbed by equity investors without jeopardizing loan repayments. 15.3 Operating risk: - Operating risk is usually low for infrastructure projects and high for telecommunication sector. Operating risks are typically mitigated by entrusting operation to experienced operations and maintenance (O & M) contractors.
78
79
81
82
Cumulative up to 04/07/2011 LOAN NO. CURR. Account Code 4060001 17,466,883 Project Vindyachal-II Kayamkulam EAP-Singrauli EAP-Korba EAP-Ramagundam EAP-Farakka EAP-Rihand EAP-Kahalgaon EAP-Unchahar EAP-Vindyachal-I Korba Share 0.682263 11,917,008 0.273656 4,779,917 0.011115 194,144 0.008131 142,023 0.005472 95,579 0.001875 32,750 0.002263 39,528 0.001668 29,135 0.001550 27,074 0.005490 95,893 0.006517 113,832 ADB-Unchahr-II Total ADB interest for Unchahar JBIC-I, JAPAN-Simhadri JBIC-II, JAPAN-Simhadri JBIC-III, JAPAN-Simhadri JPY JPY JPY 4060001 4,109,999 4060001 2,367,719 4060001 5,243,323 5,243,323 83 2,367,719 4,109,999 USD 4060002 9,798,267 9,798,267 113,832 95,893 27,074 29,135 39,528 32,750 95,579 142,023 194,144 4,779,917 11,917,008 17,466,883 Total Interest Withholding Tax Total
WORLD BANK-MAIN
USD
11,891,168
11,891,168
86
KFW - D I
9/24/2007 9/24/2007 9/24/2007 1/8/2008 1/8/2008 1/8/2008 1/8/2008 1/8/2008 1/8/2008 3/10/2008 3/10/2008 3/10/2008 3/10/2008 3/10/2008 6/2/2008 6/2/2008 6/2/2008 6/2/2008 6/2/2008 6/2/2008 6/2/2008 6/2/2008 9/9/2008 9/9/2008 9/9/2008 9/9/2008 9/9/2008 9/9/2008 9/9/2008 9/9/2008 3/2/2009 3/2/2009 3/2/2009 3/2/2009 3/2/2009 3/2/2009 3/2/2009 8/3/2009 8/3/2009 8/3/2009 8/3/2009 1/27/2010 1/27/2010 1/27/2010 1/27/2010 1/27/2010 1/27/2010 1/27/2010
3,175,000 TANDA R&M 859,000 SINGRAULI R&M 5,966,000 ANTA R&M 3,394,272 1,218,541 2,626,418 861,298 682,784 1,216,687 4,917,388 1,190,760 1,450,630 1,525,023 916,199 2,515,989 2,199,466 2,915,527 1,387,321 575,514 957,170 1,203,922 1,245,091 3,904,541 1,239,497 2,225,269 92,112 271,507 679,261 314,603 273,210 3,481,000 1,068,000 528,000 1,031,000 1,143,000 2,568,000 181,000 1,336,000 2,948,000 7,756,000 960,000 1,381,000 561,000 5,500,000 670,000 88,000 600,000 1,200,000 TANDA R&M SINGRAULI R&M ANTA R&M TTPS R&M FARAKKA R&M RIHAND R&M TANDA R&M ANTA R&M TTPS R&M UNCHAHAR R&M RIHAND R&M TANDA R&M SINGRAULI R&M ANTA R&M TTPS R&M FARAKKA R&M RIHAND R&M UNCHAHAR R&M VINDHYACHAL R&M TANDA R&M SINGRAULI R&M ANTA R&M TTPS R&M FARAKKA R&M RIHAND R&M UNCHAHAR R&M VINDHYACHAL R&M TANDA R&M SINGRAULI R&M ANTA R&M TTPS R&M RIHAND R&M UNCHAHAR R&M VINDHYACHAL R&M TANDA R&M SINGRAULI R&M ANTA R&M TTPS R&M TANDA R&M SINGRAULI R&M ANTA R&M TTPS R&M FARAKKA R&M RIHAND R&M UNCHAHAR R&M
1.0625% 1.0625% 1.0625% 1.0625% 1.0625% 1.0625% 1.0625% 1.0625% 1.0625% 1.0625% 1.0625% 1.0625% 1.0625% 1.0625% 1.0625% 1.0625% 1.0625% 1.0625% 1.0625% 1.0625% 1.0625% 1.0625% 1.0625% 1.0625% 1.0625% 1.0625% 1.0625% 1.0625% 1.0625% 1.0625% 1.0625% 1.0625% 1.0625% 1.0625% 1.0625% 1.0625% 1.0625% 1.0625% 1.0625% 1.0625% 1.0625% 1.0625% 1.0625% 1.0625% 1.0625% 1.0625% 1.0625% 1.0625%
4/1/2010 4/1/2010 4/1/2010 4/1/2010 4/1/2010 4/1/2010 4/1/2010 4/1/2010 4/1/2010 4/1/2010 4/1/2010 4/1/2010 4/1/2010 4/1/2010 4/1/2010 4/1/2010 4/1/2010 4/1/2010 4/1/2010 4/1/2010 4/1/2010 4/1/2010 4/1/2010 4/1/2010 4/1/2010 4/1/2010 4/1/2010 4/1/2010 4/1/2010 4/1/2010 4/1/2010 4/1/2010 4/1/2010 4/1/2010 4/1/2010 4/1/2010 4/1/2010 4/1/2010 4/1/2010 4/1/2010 4/1/2010 4/1/2010 4/1/2010 4/1/2010 4/1/2010 4/1/2010 4/1/2010 4/1/2010
9/14/2010 9/14/2010 9/14/2010 9/14/2010 9/14/2010 9/14/2010 9/14/2010 9/14/2010 9/14/2010 9/14/2010 9/14/2010 9/14/2010 9/14/2010 9/14/2010 9/14/2010 9/14/2010 9/14/2010 9/14/2010 9/14/2010 9/14/2010 9/14/2010 9/14/2010 9/14/2010 9/14/2010 9/14/2010 9/14/2010 9/14/2010 9/14/2010 9/14/2010 9/14/2010 9/14/2010 9/14/2010 9/14/2010 9/14/2010 9/14/2010 9/14/2010 9/14/2010 9/14/2010 9/14/2010 9/14/2010 9/14/2010 9/14/2010 9/14/2010 9/14/2010 9/14/2010 9/14/2010 9/14/2010 9/14/2010
167 167 167 167 167 167 167 167 167 167 167 167 167 167 167 167 167 167 167 167 167 167 167 167 167 167 167 167 167 167 167 167 167 167 167 167 167 167 167 167 167 167 167 167 167 167 167 167
KFW - D II
KFW - D III
KFW - D IV
KFW - D V
KFW - D VI
KFW - D VII
KFW - D IX
KFW - D IX
TANDA R&M SINGRAULI R&M ANTA R&M TTPS R&M FARAKKA R&M RIHAND R&M UNCHAHAR R&M VINDHYACHAL R&M
100,000,000 TOTAL
87
1.1250% 1.1250% 1.1250% 1.1250% 1.1250% 1.1250% 1.1250% 1.1250% 1.1250% 1.1250% 1.1250% 1.1250% 1.1250% 1.1250% 1.1250% 1.1250% 1.1250% 1.1250% 1.1250% 1.1250% 1.1250% 1.1250% 1.1250% 1.1250% 1.1250% 1.1250% 1.1250% 1.1250% 1.1250% 1.1250% 1.1250% 1.1250% 1.1250% 1.1250% 1.1250% 1.1250% 1.1250% 1.1250% 1.1250% 1.1250% 1.1250% 1.1250% 1.1250% 1.1250% 1.1250% 1.1250% 1.1250% 1.1250%
2,948,214 797,643 5,539,857 3,151,824 1,131,502 2,438,817 799,777 634,014 1,129,781 4,566,146 1,105,706 1,347,014 1,416,093 850,756 2,336,276 2,042,361 2,707,275 1,288,227 534,406 888,801 1,117,928 1,156,156 3,625,645 1,150,962 2,066,321 85,533 252,114 630,742 292,131 253,695 3,232,357 991,714 490,286 957,357 1,061,357 2,384,571 168,071 1,240,571 2,737,429 7,202,000 891,429 1,282,357 520,929 5,107,143 622,143 81,714 557,143 1,114,286
9/15/2010 9/15/2010 9/15/2010 9/15/2010 9/15/2010 9/15/2010 9/15/2010 9/15/2010 9/15/2010 9/15/2010 9/15/2010 9/15/2010 9/15/2010 9/15/2010 9/15/2010 9/15/2010 9/15/2010 9/15/2010 9/15/2010 9/15/2010 9/15/2010 9/15/2010 9/15/2010 9/15/2010 9/15/2010 9/15/2010 9/15/2010 9/15/2010 9/15/2010 9/15/2010 9/15/2010 9/15/2010 9/15/2010 9/15/2010 9/15/2010 9/15/2010 9/15/2010 9/15/2010 9/15/2010 9/15/2010 9/15/2010 9/15/2010 9/15/2010 9/15/2010 9/15/2010 9/15/2010 9/15/2010 9/15/2010
3/14/2011 3/14/2011 3/14/2011 3/14/2011 3/14/2011 3/14/2011 3/14/2011 3/14/2011 3/14/2011 3/14/2011 3/14/2011 3/14/2011 3/14/2011 3/14/2011 3/14/2011 3/14/2011 3/14/2011 3/14/2011 3/14/2011 3/14/2011 3/14/2011 3/14/2011 3/14/2011 3/14/2011 3/14/2011 3/14/2011 3/14/2011 3/14/2011 3/14/2011 3/14/2011 3/14/2011 3/14/2011 3/14/2011 3/14/2011 3/14/2011 3/14/2011 3/14/2011 3/14/2011 3/14/2011 3/14/2011 3/14/2011 3/14/2011 3/14/2011 3/14/2011 3/14/2011 3/14/2011 3/14/2011 3/14/2011
181 181 181 181 181 181 181 181 181 181 181 181 181 181 181 181 181 181 181 181 181 181 181 181 181 181 181 181 181 181 181 181 181 181 181 181 181 181 181 181 181 181 181 181 181 181 181 181
1.1250% 1.1250% 1.1250% 1.1250% 1.1250% 1.1250% 1.1250% 1.1250% 1.1250% 1.1250% 1.1250% 1.1250% 1.1250% 1.1250% 1.1250% 1.1250% 1.1250% 1.1250% 1.1250% 1.1250% 1.1250% 1.1250% 1.1250% 1.1250% 1.1250% 1.1250% 1.1250% 1.1250% 1.1250% 1.1250% 1.1250% 1.1250% 1.1250% 1.1250% 1.1250% 1.1250% 1.1250% 1.1250% 1.1250% 1.1250% 1.1250% 1.1250% 1.1250% 1.1250% 1.1250% 1.1250% 1.1250% 1.1250%
2,721,429 736,286 5,113,714 2,909,376 1,044,464 2,251,215 738,255 585,243 1,042,875 4,214,904 1,020,651 1,243,397 1,307,163 785,313 2,156,562 1,885,257 2,499,023 1,189,132 493,298 820,431 1,031,933 1,067,221 3,346,749 1,062,426 1,907,373 78,953 232,720 582,224 269,660 234,180 2,983,714 915,429 452,571 883,714 979,714 2,201,143 155,143 1,145,143 2,526,857 6,648,000 822,857 1,183,714 480,857 4,714,286 574,286 75,429 514,286 1,028,571
3/15/2011 3/15/2011 3/15/2011 3/15/2011 3/15/2011 3/15/2011 3/15/2011 3/15/2011 3/15/2011 3/15/2011 3/15/2011 3/15/2011 3/15/2011 3/15/2011 3/15/2011 3/15/2011 3/15/2011 3/15/2011 3/15/2011 3/15/2011 3/15/2011 3/15/2011 3/15/2011 3/15/2011 3/15/2011 3/15/2011 3/15/2011 3/15/2011 3/15/2011 3/15/2011 3/15/2011 3/15/2011 3/15/2011 3/15/2011 3/15/2011 3/15/2011 3/15/2011 3/15/2011 3/15/2011 3/15/2011 3/15/2011 3/15/2011 3/15/2011 3/15/2011 3/15/2011 3/15/2011 3/15/2011 3/15/2011
3/31/2011 3/31/2011 3/31/2011 3/31/2011 3/31/2011 3/31/2011 3/31/2011 3/31/2011 3/31/2011 3/31/2011 3/31/2011 3/31/2011 3/31/2011 3/31/2011 3/31/2011 3/31/2011 3/31/2011 3/31/2011 3/31/2011 3/31/2011 3/31/2011 3/31/2011 3/31/2011 3/31/2011 3/31/2011 3/31/2011 3/31/2011 3/31/2011 3/31/2011 3/31/2011 3/31/2011 3/31/2011 3/31/2011 3/31/2011 3/31/2011 3/31/2011 3/31/2011 3/31/2011 3/31/2011 3/31/2011 3/31/2011 3/31/2011 3/31/2011 3/31/2011 3/31/2011 3/31/2011 3/31/2011 3/31/2011
17 17 17 17 17 17 17 17 17 17 17 17 17 17 17 17 17 17 17 17 17 17 17 17 17 17 17 17 17 17 17 17 17 17 17 17 17 17 17 17 17 17 17 17 17 17 17 17
17 17 17 17 17 17 17 17
92,857,150
85,714,300
88
89
90
91
92
93
94
95
96
97
98
99