GOVERNMENT OF THE DEMOCRATIC SOCIALIST

REPUBLIC OF SRI LANKA

MINISTRY OF POWER

CEYLON ELECTRICITY BOARD

REQUEST FOR PROPOSAL

FOR THE DEVELOPMENT OF SECOND 300MW LNG

COMBINED CYCLE POWER PLANT AT KERAWALAPITIYA
ON BOOT BASIS

RFP NO.: CEB/AGM(TR)/DGM(PPD)/LNG2-2020

International Competitive Bidding (ICB)

VOLUME VI
DRAFT LAND LEASE AGREEMENT
JUNE 2021
 LAND LEASE AGREEMENT

FOR THE DEVELOPMENT OF SECOND 300 MW LNG

COMBINED CYCLE POWER PLANT AT
KERAWALAPITIYA ON BOOT BASIS

Dated ……………………….2021

between

THE CEYLON ELECTRICITY BOARD

and

…………….. {The Company Name}

Prior Registration: - Vide First Schedules

INDENTURE OF LEASE

No. ……

THIS INDENTURE OF LEASE is made and entered into at ………. in Colombo in the Democratic
Socialist Republic of Sri Lanka on this …… day of ……. Two Thousand and Twenty One (2021);
BY AND BETWEEN

THE CEYLON ELECTRICITY BOARD a body corporate established under the Ceylon Electricity
Board Act No. 17 of 1969 (as amended) and having its Head Office at No. 50, Sir Chittampalam
A Gardiner Mawatha, Colombo 00200 (hereinafter sometimes called and referred to as “the
Lessor” which term or expression as herein used shall where the context so requires or admits
mean and include the said CEYLON ELECTRICITY BOARD and its successors) of the one part;
AND

…………………………. {The Company Name} (hereinafter sometimes called and referred to as

“the Lessee” which term or expression as herein used shall where the context so requires or
admits mean and include the said Company ……………………………… {The Company Name}
and its successors and permitted assigns) of the other part;

WHEREAS the Lessor, with the authority and approval of the Government, invited proposals for
the financing, designing, engineering, construction, commissioning, operation, maintenance and
transfer of 300 MW ±10% (net output), dual Fuel (Liquid Fuel and Gas Fuel) Combined Cycle
power generating Facility at Kerawalapitiya in the Gampaha District, Western Province,
approximately 12 km North of Colombo, Sri Lanka on build-own- operate and transfer (BOOT)
basis;

AND WHEREAS the Lessee was selected following a competitive tendering process to develop
the Project;

AND WHEREAS the Lessee is incorporated for the purpose of financing, designing, engineering,
building, owning, operating, maintaining and transferring the Facility;

AND WHEREAS the Lessor is seized and possessed of or otherwise well and sufficiently entitled
to all that and those allotments of land in the First Schedules hereto fully described by virtue of
the Deed No. …….. dated …………….., attested by ………………………, Notary Public of
Colombo;

AND WHEREAS the Lessor has agreed with the Lessee to let Lease and demise free from all
encumbrances whatsoever all that divided and defined allotment of land marked ……. in Plan
No. ……. dated ………………… made by …………………………, Licensed Surveyor described
in the First Schedule hereto fully described together with the right of way and the rights mentioned

Volume VI – Draft LLA - Page 1

therein with other rights, ways servitudinal rights and appurtenances provided hereunder in
respect of the said allotments of land unto the Lessee on the terms and conditions hereinafter
contained

NOW THIS INDENTURE WITNESSETH as follows:

THAT for and in consideration of the rents to be paid by the Lessee as hereinafter provided unto
the Lessor and in consideration of the covenants, provisions and agreements hereinafter
contained on the part and on behalf of the Lessee to be paid, observed and performed the Lessor
doth hereby let Lease and demise unto the Lessee the said allotment of land marked ………….
in the First Schedule hereto fully described (hereinafter sometimes called and referred to as the
“demised premises” or “Site”) together with all and singular the rights, privileges, easements,
servitudes and appurtenances whatsoever to the Site belonging or used or enjoyed therewith or
reputed or known as part and parcel thereof and all the estate right title interest property claim
and demand whatsoever of the Lessor of in to, upon or out of the same;

TO HOLD the demised premises together with all and singular the rights and appurtenances
thereto belonging unto the Lessee for and during the Term commencing from the date hereof
………………….…. and ending the date Eighteen (18) Months after the later of (a) the date of
termination or expiry (subject to any extension of the original term thereof) of the Power Purchase
Agreement, or (b) the date of Buy-Out of the Facility by the CEB (herein sometimes called and
referred to as the "Term")

YIELDING AND PAYING therefor during the said Term unto the Lessor the clear Lease rental of
Rupees three million (Rs. 3,000,000.00) of lawful money of Sri Lanka being the rental for the full
period hereof, the receipt whereof the Lessor doth hereby admit and acknowledge.

AND the Lessor and the Lessee do hereby covenant, agree and undertake with each other that
the said Lease shall be subject to the following obligations on the part of the Lessor and the
Lessee respectively to be observed and performed viz.:-
1. The Lessee shall use the Site only for the Permitted Use.
2. The Lessee shall be responsible for compliance with the Laws of Sri Lanka relating
to land use, environment protection, or otherwise incidental to the activities carried on
by the Lessee on the Site and the Site Services Corridor in terms hereof, provided,
however, the Lessor shall assist the Lessee in obtaining permissions, consents and
clearances from the relevant Competent Authorities for the Permitted Use .
3. The Lessee shall pay all Outgoings with respect to the use and occupation of the Site.
If any Outgoing is not separately assessed or charged in respect of the Site the
Lessee will pay the Lessor a fair and reasonable share of that Outgoing without any
deduction or setoff. Any Outgoing which is not charged, levied or assessed in respect
of a period falling wholly within the term of this Indenture shall be apportioned
between the Lessor and the Lessee.
4. The Lessee shall carryout any obligations in relation to any fencing affecting the Site
including the carrying out of any works or maintenance to ensure that the Site is
adequately secured.

Volume VI – Draft LLA - Page 2

5. The Lessor may without being under any obligation to do so remedy at the cost of the
Lessee any default or breach by the Lessee under this Indenture subject to the Lessor
having given sixty (60) Days prior notice of the Lessor’s intention to remedy such
default or breach.
6. Subject to Clause 11, in the event any monies are payable from the Lessee to the
Lessor under this Indenture (whether as damages for breach of this Indenture or
otherwise), the Lessor shall recover the same in the manner provided in the Power
Purchase Agreement for recovery of amounts due in terms of that Agreement.
7. (1) Subject to the rest of the provisions of this Clause 7, the Lessee will not without
the prior agreement of the Lessor assign (in whole or in part) any interest of the
Lessee in this Indenture or sublease or part with possession or share
occupation of the whole or any part of the Site.
(2) The Lessee agrees and acknowledges that for any assignment of rights
hereunder, Clause 15.8 of the Power Purchase Agreement shall mutatis
mutandis apply
(3) The Lessee shall be and is hereby permitted by the Lessor to grant security
over and or assign all rights under this Indenture to any local or foreign bank or
financial institution or person for the purpose of the Financing Agreement on
such terms and conditions as may be agreed upon between the Lessee and
such bank or financial institution or person.
8. (1) The Lessee shall provide such information as is reasonably required by the
Lessor and permit the Lessor or its duly authorised agents (on reasonable
notice and subject to the requirements of the Lessee in relation to health and
safety issues) entry to the Site and the Facility at all reasonable times during
daytime, in order for the Lessor to ascertain the Lessee’s compliance with this
Indenture or with the Power Purchase Agreement.
(2) The Lessor shall take reasonable steps to minimise any disturbance to the
Lessee when exercising the rights of entry granted under Clause 8 (1) and
acknowledges that entry on to the Site and the Facility is at the sole risk of the
Lessor in all respects.
9. This Indenture shall determine prior to the expiry of the Term if the Power Purchase
Agreement is terminated in each case, pursuant to the respective provisions thereof.
10. At the expiry or termination of this Indenture, the Lessee shall at the option of the
Lessor, hand over peaceful vacant possession of the Site together with the Facility
and the Site Services Works and all other structures fixtures and fittings appurtenant
thereto free of all security interests and encumbrances whatsoever, to the Lessor or
its nominee with no compensation whatsoever to be payable by the Lessor or its
nominee to the Lessee. Should the Lessor not wish to exercise this option, the parties
hereto may extend the term hereby granted on mutually acceptable terms failing
which the Lessee shall at its own cost and expense decommission the Facility and
the Site services works in accordance with applicable laws and by-laws and
peaceably and quietly deliver up and surrender the Site unto the Lessor in a vacant
and unpolluted state at or before the expiration of this Indenture or within such
reasonable period of time as may be agreed between the parties hereto for the

Volume VI – Draft LLA - Page 3

 decommissioning of the Facility and no compensation will be payable to either party
as a result of such decommissioning as aforesaid.
11. (1) Without limiting the generality of the Company's obligations under Clause 10
during the Term, the Company shall not later than fifteen (15) Days from the
date the Lease takes effect, deliver the Site Reinstatement Bond to the CEB.
The Company shall ensure that the Site Reinstatement Bond is maintained at
the designated level at all times and is valid and enforceable until six (6) Months
following the expiry of the Term of this Lease. If the Site Reinstatement Bond is
called upon, the Company shall have ten (10) Days to replenish the Site
Reinstatement Bond so as to return it to the original level. In the event that the
Site Reinstatement Bond is not replenished, the CEB shall have the right to call
on the bond and in such event, the CEB shall pay the proceeds into a special
purpose bank account. The CEB shall be entitled to withdraw funds from that
account to satisfy any default by the Company in the same manner as if the
bond was in place. All interest accruing from the account shall belong to the
CEB. The CEB shall return the balance of monies in the accounts after a new
Site Reinstatement Bond is delivered to the CEB;
(2) a) The Lessee shall during the Term of this Indenture ensure that any
damage caused on the Site shall be remedied as soon as is practicable.
b) The Lessee shall prior to the termination of this Indenture ensure that any
damage caused on the Site shall be remedied.
In the event of the Lessee failing to take steps in terms of Clause 11 (2) a) and
11 (2) b) above, the Lessor shall be entitled to draw on the Site Reinstatement
Bond to make good such damage subject to fourteen (14) Days written notice
to the Lessee of the Lessor’s intention to do so.
12. The Lessor doth hereby covenant with the Lessee that the Lessee by observing and
performing the several covenants and conditions herein contained on its part to be
observed and performed shall and may peaceably and quietly possess and enjoy the
Site hereby demised and enjoy the servitudinal rights and appurtenances over the
Site Services Corridor during the said Term hereby granted without any interruption
from or by the Lessor or any person lawfully claiming from or under the Lessor or by
any person whomsoever.
13. All expenses incurred in the preparation execution and registration of these presents
including lawyer’s fees shall be borne and paid by the parties hereto in equal shares.
14. The Lessor shall secure the due registration of this Indenture with the relevant
Competent Authorities.
15. The failure or delay of either party to strictly enforce the terms of this Indenture shall
not be deemed a waiver of such terms by that party.
16. The parties will indemnify and keep indemnified each other against all costs, claims,
damage, fines, proceedings or loss suffered by the other party resulting from a party’s
breach of the terms of this Indenture.
17. In the event of a dispute which is not first amicably resolved between the parties to
this Indenture by good faith mutual discussions within thirty (30) Days, or, in the case
of a dispute involving insurance or any Disputed Amount, fourteen (14) Days, after

Volume VI – Draft LLA - Page 4

 the date that the disputing party gives notice of the dispute to the other party
identifying the dispute in reasonable detail and requesting consultations between the
parties to resolve the dispute, or, after such periods by discussions between the chief
operating officer of the Lessee and the designated representative for system
operations of the Lessor (or such other official authorised by the Lessor) within a
further period of fifteen (15) Days (or such longer period as the parties may agree);
then the Disputes Resolution Procedure set out in the Third Schedule hereto
(Disputes Resolution Procedure), shall apply.
18. (1) Unless otherwise expressly provided for, all notices, requests, claims, consents,
approvals, certificates or other communication under this Indenture (each a
“Notice”) shall be in legible writing in the English language and signed by a
person duly authorised by the sender. A written communication must be
marked for the attention or office holder (if any) whom the recipient designates
for the purpose.
(2) All Notices will be:
(i) delivered personally;
(ii) sent by prepaid registered post within Sri Lanka;
(iii) sent by facsimile transmission (and promptly confirmed by prepaid
registered post);
addressed to the recipient at the address or facsimile number set out
below (as applicable) or to any other address or facsimile number that a
party may notify to the other parties by like notice
(a) if to the CEB:
To: Ceylon Electricity Board
Address: No. 50, Sir Chittampalam A. Gardiner
Mawatha, Colombo 00200, Sri Lanka
Facsimile: --------------------------
For: The General Manager

With a copy to: --------------------------

Address: --------------------------
Facsimile: --------------------------
For: --------------------------
(b) If to the Company:
To: -------------------------- (Private) Limited
Address: --------------------------
Facsimile: --------------------------
For: --------------------------

With a copy to:

Address: --------------------------
Facsimile: --------------------------
For: --------------------------

Volume VI – Draft LLA - Page 5

 (3) No Notice will be effective until received. Without limiting any other ways for a
party to prove that another party has received a Notice, a Notice will be treated
as received:
(i) if delivered personally, when left with an apparently responsible person at
the recipient's address;
(ii) if sent by registered post, on acknowledgement of receipt by or on the
recipient's behalf;
(iii) if sent by facsimile, on the sender's receipt of a transmission report
indicating that the facsimile was sent in its entirety to the recipient's
facsimile number;
but, if the delivery or receipt is not on a Business Day or after 3.00pm (local
time) on any Business Day, the notice will be treated as received by the
recipient at 9.00am (local time) on the next Business Day.
19. The rights and remedies provided for in this Indenture are non-exclusive and do not
exclude any other remedies to which either party may be lawfully entitled.
20. Any amendment or modification of this Indenture or waiver of any term thereof shall
only be valid if reduced to writing and executed by the parties in the manner of this
Indenture.
21. If any of this Indenture’s terms are or become void or unenforceable, then those terms
will be severed from this Indenture and replaced with terms which validly and
enforceably accomplish (to the extent possible) those terms' objectives and in that
case the rest of this Indenture will remain valid and enforceable.
22. (1) Nothing in this Indenture makes either party the other party's partner, agent or
representative or creates any trust or commercial partnership.
(2) No party may act for, or incur any obligation or liability on the other party's behalf
unless expressly stated in this Indenture.
(3) Each party indemnifies the other party and (as appropriate) the other party's
subsidiaries, directors, officers, employees and representatives against all
actions, proceedings, calls, claims, demands, losses, damages, costs,
expenses or liabilities of any kind arising out of any act of, or any assumption of
any obligation by, the party on the other party's behalf, except as expressly
provided for by this Indenture or to the other party's prior written consent.
23. This Indenture and the transactions contemplated by it are governed by the Laws of
Sri Lanka.
24. In this Indenture unless the context indicates otherwise:
(i) Agree: provisions including the word “agree”, “agreed” or “agreement”
require the agreement to be recorded in writing;
(ii) Definitions: words and expressions defined in the Second Schedule
shall have the defined meaning in the whole of this Indenture including
the preamble;
(iii) Headings: clause and other headings are for ease of reference only and
will not affect the interpretation of this Indenture;

Volume VI – Draft LLA - Page 6

 (iv) Including: the word “including” is to be construed as being at all times
followed by the words “without limitation”;
(v) Negative Obligations: any obligation not to do anything includes an
obligation not to suffer, permit or cause that thing to be done;
(vi) Parties: references to parties are references to parties to this Indenture
and includes their permitted successors, assigns and transferees;
(vii) Persons: references to persons include references to individuals,
companies, corporations, partnerships, firms, joint ventures,
associations, trusts, organisations, governmental or other regulatory
bodies or authorities or other entities in each case whether or not having
separate legal personality;
(viii) Plural and Singular: words importing the singular number include the
plural and vice versa;
(ix) Schedules: the schedules to this Indenture and the provisions and
conditions contained in these schedules have the same effect as if set
out in the body of this Indenture;
(x) Schedules, Clauses and Paragraphs: references to schedules clauses
and paragraphs are references to this Indenture’s schedules, clauses
and paragraphs; and
(xi) Statutes and Regulations: references to any statutory provision include
any statutory provision which amends or replaces it, and any
subordinate legislation made under it.

IN WITNESS WHEREOF the Lessor and the Lessee have hereunto and to two others of the
same tenor and date as these presents caused their respective common seals to be affixed at
the place and on the date at the beginning hereof written.

The Common Seal of the )

CEYLON ELECTRICITY BOARD )

is affixed hereto in the presence of )

who attest the sealing thereof )

Witnesses :

1. 2.
………………………..………………(Sinature) ………………………………..………(Signature

……………………………..…………(Name) …………………………..……………(Name)

Volume VI – Draft LLA - Page 7

The Common Seal of )

[ ] (PRIVATE) LIMITED )

is affixed hereto in the presence of )

two directors of the Company who )

attest the sealing thereof )

Witnesses :

1. 2.
………………………..………………(Sinature) ………………………………..………(Signature

……………………………..…………(Name) …………………………..……………(Name)

Volume VI – Draft LLA - Page 8

THE FIRST SCHEDULE ABOVE REFERRED TO:

[Description of land constituting the Site and Site Services Corridor]

Volume VI – Draft LLA - Page 9

THE SECOND SCHEDULE ABOVE REFERRED TO:

"Business Day" has the meaning given to that term in the Power Purchase Agreement;

“CEB” means the Ceylon Electricity Board, a body corporate established by Act No. 17 of 1969
and any successor and permitted assign.

"Competent Authority" has the meaning given to that term in the Power Purchase Agreement;

"Control" has the meaning given to that term in the Power Purchase Agreement;

"Disputed Amount" has the meaning given to that term in the Power Purchase Agreement;

"Facility" has the meaning given to that term in the Power Purchase Agreement;

"Government" means the Government of the Democratic Socialist Republic of Sri Lanka;

“Indenture” means this Indenture of Lease, the preamble and schedules hereto;

"Laws of Sri Lanka" has the meaning given to that term in the Power Purchase Agreement;

"Outgoings" means all rates, taxes, charges, levies, assessments, duties, impositions and fees
from time to time payable to any Competent Authority;

"Permitted Use" means the use of the Site for the purposes of carrying out operations concerned
or connected with the construction, establishment, maintenance and operation of the Facility
together with associated works, structures, wells, sumps, buildings, storage tanks, pipelines,
machinery, flues, plant, wireless apparatus, telephonic equipment, reservoirs, waterways,
appliances, or chattels;

"Power Purchase Agreement" means the agreement between the Lessee and Lessor dated on
or before the date of this Indenture pursuant to which the Lessee has agreed to sell to the Lessor,
and Lessor has agreed to purchase from the Lessee, electricity generated by the Facility;

"Project" has the meaning given to that term in the Power Purchase Agreement;

"Project Agreements" has the meaning given to that term in the Power Purchase Agreement;

"Rupees" or "Rs" means the lawful currency of Sri Lanka;

"Site" means all that and those allotments of land in the First Schedule hereto fully described;

"Site Reinstatement Bond" means the security of United States Dollars One Million
(US$1,000,000) for reinstatement of the Site to be issued by an entity approved by the CEB and in
the form of the Fourth Schedule to be delivered by the Company to the CEB pursuant to Clause
10. The Site Reinstatement Bond may be applied to any costs for reinstatement of the Site pursuant
to the provisions of the Lease;

Volume VI – Draft LLA - Page 10

"Site Services Corridor" means the servitudinal rights and appurtenances described in the First
Schedule hereto over all that and those allotments of land in the said First Schedule hereto fully
described;

"Sri Lanka" means the Democratic Socialist Republic of Sri Lanka;

"Term" means the period of this Indenture as set out on page 2 of this Lease;

"Year" means a year according to the Gregorian calendar.

Volume VI – Draft LLA - Page 11

THE THIRD SCHEDULE ABOVE REFERRED TO:

3 Disputes Resolution Procedure

ARBITRATION

3.1 References to Arbitration

Any dispute or difference of whatever nature between the parties arising out of or in
connection with this Indenture (which are not first amicably resolved between the parties)
including any question regarding its existence, validity or termination, shall be referred to
and finally resolved by arbitration in accordance with the Arbitration Rules of the United
Nations Commission on International Trade Law (“UNCITRAL Rules”) for the time being in
force, which rules are deemed to be incorporated by reference to this Clause save as may
be amended by this Third Schedule.

3.2 Notices of Arbitration

Either of the parties to this Indenture who wishes to initiate an arbitration shall give a notice
of arbitration to the other party in accordance with Article 3 of the UNCITRAL Rules.

3.3 Place, Venue and Language of Arbitration

The place of the arbitration shall be Colombo. The language of the arbitration shall be
English and any award shall be rendered in English.

3.4 Arbitral Tribunal

The Arbitral Tribunal (the “Tribunal”) shall be composed of three arbitrators. Each party
shall appoint one arbitrator and the two arbitrators shall choose the third arbitrator who will
act as the presiding arbitrator of the Tribunal in accordance with Article 7 of the UNCITRAL
Rules.

3.5 Consolidation of Disputes under this Indenture

After a Tribunal has been appointed, either party may give a further notice of arbitration to
the other party and to the Tribunal referring any other dispute arising out of or in connection
with this Indenture to those arbitral proceedings. If the other party consents within thirty
(30) Days of receipt of such notice to any such other dispute being so referred, the Tribunal
may, as it considers appropriate, order that the other dispute should be referred to and
consolidated with the same arbitral proceedings.

3.6 Conduct of Arbitration

In accordance with Article 15 of the UNCITRAL Rules, the Tribunal may (subject to the
UNCITRAL Rules) conduct the arbitration in such manner as it considers appropriate. In
all matters not expressly provided for herein or in the UNCITRAL Rules, the Tribunal shall
act in accordance with the spirit of the UNCITRAL Rules bearing in mind, in particular, that
there may be more than two parties to the proceedings and that there may be more than
one set of proceedings.

Volume VI – Draft LLA - Page 12

3.7 Awards
All and any awards or other decisions of the Tribunal shall be made in accordance with the
UNCITRAL Rules in writing and shall be final and binding on the parties who exclude all
and any rights of appeal from all and any awards insofar as such exclusion can validly be
made in connection with any question of fact or law arising in the course of the arbitration
or with respect to any award. The final award shall be made within six (6) Months from the
appointment of the Tribunal, but insofar as it is impractical to do so, shall be made as soon
as possible. All and any awards or other decisions of the Tribunal shall be made in US
Dollars (unless the Tribunal determines that the obligation or liability in respect of which an
award is made should be compensated in Rupees) free of any tax, deduction or set off
except as provided for in this Indenture and the Tribunal shall be authorised in its discretion
to grant pre-award and post-award interest at commercial rates and costs.

3.8 Costs of Enforcement

Any costs, fees, or taxes incident to enforcing any award shall to such extent as is permitted
by law, be charged against the party resisting such enforcement.

3.9 Parties Obligations During Arbitral Proceedings

3.9.1 Except as expressly provided in this Indenture, pending the award in any
arbitration proceeding hereunder:
(i) this Indenture and the rights and obligations of the parties shall remain in full
force and effect; and
(ii) each of the parties shall continue to perform their respective obligations under
this Indenture. The termination of this Indenture shall not result in the
termination of any arbitration proceeding pending at the time of such
termination nor otherwise affect the rights and obligations of the parties under
or with respect to such pending arbitration.
3.9.2 Each party irrevocably agrees not to initiate any suit or other proceedings:
(i) in any court of competent jurisdiction arising out of or in relation to any dispute
requiring to be determined by an arbitral proceeding in accordance with this
Third Schedule until any such dispute has been concluded by means of a final
decision of the Tribunal; or
(ii) in which relief or remedy is sought by way of an injunction or other judicial
order (interlocutory or final) which would have the effect (directly or indirectly)
of restraining or impeding the maintenance or prosecution by either party of
any arbitral proceeding initiated in accordance with this Third Schedule;
provided that a party may initiate a suit or proceeding for the purpose of:
(a) enforcement of any procedural order made by the Tribunal or the
arbitration agreement set forth in this Third Schedule; or
(b) granting of any relief by way of interlocutory injunction or other interim relief
or remedy sought exclusively in aid of a claim which is a subject matter of
an arbitral proceeding brought pursuant to thisThird Schedule (including
without limitation injunctive or other interim relief or remedy with a view to
preventing or restraining the removal or dissipation of the assets of the

Volume VI – Draft LLA - Page 13

respondent to the claim for such relief or remedy from Sri Lanka or other
place where those assets are situated).

Volume VI – Draft LLA - Page 14

THE FORTH SCHEDULE ABOVE REFERRED TO –

Form of Site Reinstatement Bond

Background

A. ______________________________ of ___________________________ a company

incorporated in Sri Lanka (the “Company”) has entered into an agreement dated
____________ to finance, design, engineer, construct, commission, operate and
maintain a power station to be built at Kerawalapitiya and to sell and deliver electrical
power to the Ceylon Electricity Board;
B. The Ceylon Electricity Board has agreed with the Company to let lease and demise from
from all encumbrances whatsoever allotments of land with servitudinal rights and
appurtenances (the Lease);
C. Under the Lease, the Company is bound and obliged to furnish a Site Reinstatement
Bond to secure any costs incurred by the Ceylon Electricity Board for reinstatement of
the Site during the Term in terms of the Lease;
D. At the request of the Company,
we __________________________________ of
_______________________________ a commercial bank having its registered office at
______________________________ are agreeable to and desirous of giving such a
Site Reinstatement Bond;
WE HEREBY notwithstanding any objection by the Company, irrevocably undertake and are
bound and obliged, without any right of set off, counterclaim, legal or equitable discharge whether
on our behalf or on behalf of the Company, to pay to the Ceylon Electricity Board unconditionally
and without demur any sum of money and not exceeding a sum of US$1,000,000 on their first
demand.
Every demand hereunder shall be in writing and signed by the General Manager of the Ceylon
Electricity Board (or by any person for the time being acting in or performing the functions of the
General Manager) and shall be accompanied by a statement to the effect that the Company has
failed and/or neglected to reinstate the land which is the subject matter of the Lease and surrender
the Site to the Ceylon Electricity Board in a vacant and unpolluted state pursuant to the Lease.
The Site Reinstatement Bond may be applied to all and any cost incurred by the Ceylon Electricity
Board in reinstating the land as well as for the payment of any damages or interest the Company
may be requested to pay to the CEB.
For all purposes connected with and relating to this Site Reinstatement Bond, every such demand
shall be conclusive proof that the amount so demanded is lawfully due under this Site
Reinstatement Bond.

Volume VI – Draft LLA - Page 15

All payments hereunder shall be made in Sri Lanka by cheque or bank draft drawn in favour of
the Ceylon Electricity Board.
If a demand for payment is made, we shall within ten (10) Days from the date of the demand
replenish the Site Reinstatement Bond so as to return it to the original level of United State Dollars
one million (USD1,000,000.00).
The rights and remedies of the Ceylon Electricity Board hereunder shall be deemed to be in
addition to and not in substitution of any of the rights and remedies of the Ceylon Electricity Board
under the Lease and this Site Reinstatement Bond shall not be prejudiced or affected by any
indulgence or forbearance of the Ceylon Electricity Board towards the Company in connection
with the Lease.
Any claim under this Site Reinstatement Bond must be received by us on or before (insert date
six [06] Months after the expected date for expiry of the Lease) when this Site Reinstatement
Bond shall expire and shall be returned to us.
IN WITNESS whereof this Site Reinstatement Bond has been signed by the authorised
signatories of the aforesaid ____________________________
on this day of ___________________________________ 20

_______________________________ _____________________________
Authorised Signatory Authorised Signatory

Name: Name:
Designation: Designation:

Volume VI – Draft LLA - Page 16