EFTA01367263.pdf

Amendment #4 Page 834 of 868 I :int, •If Cnn!eni. Inversiones &Micas de Orosi Dos, S.A. (A Costa Rican Entity) Notes to Financial Statements December 31, 2014 and 2013 (amounts expressed in US dollars) 1. Corporate information hversones Edam de Orosl Dos S A ( Orost' or lre Company') was organized as a corporation on Moat 13. 20:6 under ire laws of the Republic of Costa Rica Orosl is domiciled m Ouebrada Grande de Liberia. Guerecastie. Costa Rica. The Company is a 100% owned subodary of I rwervoros E6licas de Costa Rica. S A.. which in turn a controlled by Globeted Mesoamerica (Wnd) Limited (GME Wnd') an entity &mated in Bermuda and Codes 'Agnate parent a Aces Infrastructure Fund 2LP. The Company's cram actwm• relates to the ccrstruction arc future operation of a 50 megawatt wind farm (lee Proper) in the province of Gtarecaste, Costa Roca Co August 1, 2013 Orosl entered at a Power Purchase Agreement (PPA) with Instatto Costarrcense de Ehadnadad ('CE') to bold operate and transfer me wee farm. which is composed of 25 wind lute-le generators o12 megawatts each Orosl began the Project's construction in December 2013 and it is expected Mat energy generation will start ding the third quarter d 2015 The approvnete total irrvestment in the construction of the Project a US$119 maim, and it is being financed with the Company's own captal and through third•peny borrowings (Note 11) As previously exlcated. the PPA with ICE was agreed under the buidoperate.transfer (BOT) modality with the fdlowhg lignIcat terms • The purpose of the PPA is for Orosi to undertake the financng ccnstrurnon, operation and rreirtenarce of the wind park The wind perk has to be transferred to ICE free of any and all ercumbrances at the end of the PPA period • The PPA period is 20 years, whorlenter into effect upon notice from CE of the *Order to Proceed' (a term defined in the PPA), which happened on Comte" 24. 2013 • Oroel will generate power under Ire operational and quality stedlares estabesned by ICE in Ire PPA. and has to delver al power generated to ICE, well the exception of that whch is required to supply the power pant's own needs • The onto' tern is established in the PPA and a portico a adtisted for inflation on a semrannue bass On November 2Z 2013 the Company Spited a turnkey Engheenrig, Procurement and Constructon agreement ('EPC ) veh Gamesa Wind US LLO (Gamine') by which Gamete, as the main sub-ccotractor, committed to demon eogneer, manufacture procure install, startup, construct and test the wind farm The total EPC price is US597,220640, including subsequent change orders for a net amount c4USDS1,503,000. The EPC contract includes design-defect and performerce warranties in favor of Orosl *TWO are supported by a standby letter d credit for USS14,358,036 The Company does rot have traded debt or equity in the public nuorkS The accorrserwing financial sialemerts have been prepared for use in a securities ring in onneden with the soloist on of We Company a eaained in Note 25. F.514 http://cfdocs.btogo. com:27638/cf/drv7/pub/edgar/2015/07/20/0001193 I 25-15-256461/d78... 7/20/2015 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0058791 CONFIDENTIAL SDNY_GM_00204975 EFTA01367263