[China Co-Financing Fund] IDB administers $50 million CHC loan for 1.5GW Porto de Sergipe I Combined-Cycle Gas-Fired Power Plant Construction Project (Linked to Record ID#86526)

Collateral

First-priority lien in all ‘Project Collateral’, which is defined as (a) Fiduciary assignment (alienação fiduciária) and conditional usufruct of shares in respect to any and all shares (current and future) issued by CELSE and held by CELSE’s shareholder, comprising all earnings, benefits and rights attached to them, including profits, dividends, interest on equity and all other values that otherwise may be distributed by CELSE, as well as all voting rights associated with such shares, including, but not limited to, (1) any and all assets into which the fiduciarily assigned shares may be converted (including any certificates of deposits or securities); (2) any and all shares that may be attributed to CELSE’s shareholder, or to any legal successors or new shareholder(s) through acquisition, subscription or otherwise by virtue of swaps, splits, reverse splits, exercise of preemptive rights arising from the fiduciarily assigned shares, bonuses and/or conversion of debentures issued by CELSE; (3) any and all shares, securities and other rights that may come to replace the fiduciarily assigned shares, in view of their cancellation, merger, spin-off or any other form of corporate reorganization involving CELSE; and (4) any and all dividends, interests on equity, and any other values that otherwise may be distributed as economic advantage of the shares, as well as any common or preferred shares which HoldCo may own in the future in the corporate capital of CELSE, governed by Brazilian law. (b) Fiduciary assignment (alienação fiduciária) of the Project’s machinery, equipment and moveable assets by means of which CELSE assigns on a fiduciary basis the legal title (but not the possession) over the equipment and assets listed in the relevant annex thereof governed by Brazilian law. (c) Fiduciary assignment (cessão fiduciária) of all credit rights and receivables of CELSE on all current and future rights arising from and related to the PPAs, as well as any and all rights emerging from the ANEEL Authorization, including any amendments thereto, and on all other credit rights and proceeds from the sale of electricity produced by CELSE under the Project, transferred from the Conta Centralizadora or Conta do Vendedor, pursuant to the terms of the Contrato de Constituição de Garantias de Pagamento via Vinculação de Receitas, annexed to the PPAs, as well as the proceeds from other energy trading contracts in the regulated environment or in the free market that may be contracted by CELSE, including any electricity derived from bilateral agreements purchased to supply any deficiencies. Such fiduciary assignment shall also cover the funds deposited in controlled accounts managed by the Project Collateral Agents (as defined below) on behalf of the Project Senior Creditors pursuant to the Project Accounts Agreement, governed by Brazilian law. (d) Fiduciary assignment (cessão fiduciária) of bank accounts in respect to all credit rights to each of the relevant bank accounts established under the Project Accounts Agreement, including: (i) all interest, dividends and other income derived from the balances and funds from time to time held in such accounts; (ii) all moneys and cash equivalents in kind deposited therein and (iii) all assets, securities or any other financial instrument arising out of investments made with the funds in deposit and to be deposited in such accounts, governed by Brazilian law. (e) Fiduciary assignment (cessão fiduciária) of the Project Documents comprising all payment of rights, credits, guarantees, fines, penalties, indemnification and any other credit rights, on whatever account, as well as the instruments, certificates, letters of credit and collection documents themselves evidencing, representing, ensuring or otherwise securing the granting or payment thereof, including, without limitation, invoices, trade notes, bill of exchange and exchange contracts, governed by Brazilian law. (f) Fiduciary Assignment (cessão fiduciária) of insurance comprising: (i) each insurance policy purchased by CELSE, and (ii) each reinsurance policy held by each insurer of CELSE, under which CELSE is entitled to credit rights, revenues and receivables, by means of cut-through clauses existing in the insurance policies, (the agreement governing the securities Project Collateral described in clauses (c) to (f), the Conditional and Fiduciary Assignment Agreement). (g) Fiduciary assignment (alienação fiduciária) of the Power Plant and corridor areas corresponding to the real estate and properties where the Power Plant and the corridor areas will be implemented, including all indemnifications payments that can be received regarding damages and expropriations related to such real estate and properties, governed by Brazilian law. (h) Fiduciary assignment (alienação fiduciária) of the Connection Bay Area corresponding to the real estate and properties where part of the connection bay will be implemented, including all indemnifications payments that can be received regarding damages and expropriations related to such real estate and properties, governed by Brazilian law. (i) Fiduciary assignment (alienação fiduciária) of rights related to the Transmission Line area corresponding to the easements over the real estate and properties where part of the Transmission Line will be implemented, including all indemnifications payments that can be received regarding damages and expropriations related to such real estate and properties, governed by Brazilian law (the agreements governing the securities under (g) to (i), the Fiduciary Assignment of Real Estate Agreements). (j) Assignment of all tangible and intangible assets of CELSE, including, the Project Documents, accounts receivable, inventory, equipment, general intangibles, investment property, intellectual property, real property, cash, commercial tort claims, letter of credit rights, intercompany notes, insurance rights and proceeds of the foregoing, governed by New York law. (k) Assignment of Project Documents governed by English Law, namely (i) the FSRU Charter Agreement; (ii) FSRU Services Agreement; (iii) the EPC Contract and (iv) O&M Agreements governed by the Laws of England and Wales. (l) Assignment of Project Documents governed by New York law, namely (i) the LNG SPA, the EPC Guarantee, the LNG SPA Comfort Letter, the PO Guarantees, and the credit support documents under which CELSE is a beneficiary of governed by New York law. (m) Assignment of the Offshore Accounts, governed by New York law. (n) Assignment of the Swiss Accounts, governed by Swiss law. (o) Fiduciary Assignment of Subordinated Loan Agreements (agreements governing Project Collateral described in clauses (a) to (o), the “Security Interests Agreements”). The Project Collateral corresponding to the remaining parts of the areas indicated in clauses (h) and (i) above will only be required to be perfected after CELSE has acquired the respective rights related thereto. In addition, the Project Collateral listed in clause (g) will only be required to be perfected after 60 days from the Closing Date. The loan agreement also specifieds that the borrower (CELSE) will grant a second-lien security interest in all of CELSE’s right, title and interest in, to and under (i) Brazilian Debentures Project Accounts, (ii) the Equity Contribution Account and (iii) all proceeds with respect to the foregoing, collectively, the Second Lien Secured Property, to the LC Issuer in accordance with the Closing Date LC Agreement.