Execution Version ) Dated October 9, 2014 . J COLLABORATION ARRANGEMENT relating to Global In rastructure Facility Partnership Program Execution Version This Collaboration Arrangement is en:ered into on October 9, 2014 between: (1) BLACKROCK FINANCIAL IANAGEMENT, INC., herein represented by its Managing Dii a::i r, Head of North American InfrE structure Debt, on behalf of funds and accounts under mana : I ent, and headquartered at 55 Eas: 52nd Street, New York, New York 10055, USA ("Blackrock" al d (2) THE WORLD BANK GROUF, comprising the INTERNATIONAL BANK FOR RECONSTRUCTION AND D EVELOPMENT ("IBRD") and INTERNATIONAL DEVELOPIN E N ASSOCIATION ("IDA"), heacquartered at 1818 H Street, NW, Washington, DC 20433, US 4 , le INTERNATIONAL FINANCE CORPORATION, ("IFC") headquartered at 2121 Pennsylvar is Avenue, NW, Washington, DC 20433, USA, and the MULTILATERAL INVESTMENT GUARANTEE AGENCY, ("MIGA"), headquartered at 1818 H Street, NW, Washington, DC :C0 .33, USA (the "World Bank Grou >") (each a "Party" and together, the "Parties"). Preamble (A) There is broad international recognition, as confirmed by the G20, the OECD, Interi E!ti nal Organizations (lOs), the G77 and the private sector represented by the B20 that investin ir the infrastructure of Emerging Markets and Developing Economies (EMDEs) is needed to :F ind access to basic services anc raise living standards for all, and to meet global economic c n: vth targets. (B) Meeting this need presents a significant financing challenge. Given constraints on i ing sources of infrastructure finance-particularly in the public sector-a redoubled and coor:1 n ed effort is needed to mobilize piivate sector finance for EMDE infrastructure. (C) There is an absence of robust pipelines of structurally sound and bankable projects anc h is understood to be the greatest barrier to achieving significantly more infrastructure investm r 1:. (D) Governments, development f nance institutions, donors, and private investors share an int :, et in developing the market for private infrastructure finance in EMDEs: both on the demand :ii: in the numbers of structurally scund and bankable projects seeking finance, and gradual emE , Iice of EMDE infrastructure as a ecognized asset class; and the supply side, in the range of pri ate investors that actively partici )ate in financing those projects. Achieving these goals will ter efit from collective action betwe(n this range of entities-to leverage resources and knowli cig to find solutions to complex ir frastructure financing challenges that no single institutior c: uld achieve alone. (E) In support of these goals, the Parties propose the establishment of a Global Infrastructure 1 a: lity Partnership Program ("GIF"). The GIF will be an open global platform aiming at leverac ir g the efforts of the wide range of ir stitutions currently engaged in supporting EMDE infrastructt r! /ith the participation of private infrastructure investors, coalescing around project prep ilar Zn, structuring, and risk mitigatic n for individual infrastructure investments. In this regard, Ii :! 31F aims to complement existing and proposed services and initiatives currently supported ty the Parties and other prospective GIF partners. The GIF intends to provide resources to prepa ,( all- structured, infrastructure pro ects, and to serve as an additional mechanism for accesE rg the expertise of the Parties and )ther GIF partners, in combination with guidance from proE c:, ive private sector financiers into Iroject structures. The GIF thereby aims to achieve greater IE v ige of official resources in the fai.e of substantial EMDE infrastructure needs-in particular for I ge and complex projects with the potential to attract significant private capital. (F) The Parties are now interes-ed in collaborating in developing the Global Infrastructure 1=a: lity Partnership Program, together with other partners. 2 Execution Version Accordingly, the Parties have comt? to the following understanding: 1 Global Infrastructure Facility Partnership Program Framework 1.1 The GIF is intended t) be based on the preliminary objectives and principles set o it ir Annex 1 (Preliminary GIF Foundational Principles). The Parties acknowledge their mutual understanding that while the 31F Foundational Principles are an initial basis for their collatc ri: ion, they are of an indicative natui e and will continue to be developed amongst the Parties and v il other potential partners until tie GIF is formally established. The final version of these objE:: . V !s and principles will be agreed ipon by the GIF Partners and be reflected in the agreement establishing the GIF. 1.2 The Parties intend to work together with any additional participants who may be collaborating on the GIF to fu ther enhance their coordination, in particular by developing tI IE IF, with a view to formally establi;hing the program by December 2014. 2 Further Collaboration 2.1 Pursuant to the foreg )ing, the Parties will use reasonable endeavors to continue tc collaborate in developing the 31F, including but not limited to: a. Nature and scope of f-ollaboration under the GIF, such as proposed categories of partnership and the roles, rights, and responsibilities associated with each categor b. Governance arranger ients of the GIF; c. Operational policies Epplicable to the GIF's operations; d. Scope of GIF activities and sources/uses of GIF funds, including approach to proje:. selection criteria and :oordination with the Parties' existing facilities; and e. Any other aspects of :ollaboration required to finalize the design of the GIF, includ n -: sharing best practice and experience with regard to project preparation, through th u of knowledge platfornis for the infrastructure sector. 2.2 During the process of finaliz ng the design of the GIF, the multilateral development bank i :ed in Annex 2 will be invited to participate as initial Technical Partners. Once the GIF de sic is finalized, additional collabor)tive efforts are required to develop the operational details f:r he GIF, at all times complemE nting existing efforts and facilities and building upon the s 1. 'ed knowledge and experience of the Parties in this area. This includes determining the 3i of coordination between the Parties and project origination process. 3 General 3.1 This Collaboration Ar angement is not a legally binding agreement or commitment :e Parties to enter into or provide support for any specific activity or project. The Parties acknowledge that the provisicns of this Collaboration Arrangement represent their commor understanding and intentions only and that the Parties do not intend to create or impose ar y I jal obligations or liabilities on an) Party. 3.2 This Collaboration Ar angement is valid and effective for a period of one year from :I1 date thereof, unless superseced at an earlier date by the establishment of the GIF. 3.3 The Parties expect th 3t this document and information with respect to the collabor, t v: activities contemplated hereir will be publicly disclosed. Such disclosure will be made n accordance with the Parties' respective disclosure policies. The Parties plan to consult wit[ no h 3 Execution Version other concerning the manner and form of any acknowledgment of the other Party's suppor regarding the activities. 3.4 Nothing in this arrangement will constitute or be construed as a waiver, renunciatic -I other modification of any of te privileges, immunities and exemptions granted to any of th,! Parties under their constituen: documents, international conventions and any applicable la i In witness whereof, each of the Part es has caused this Collaboration Arrangement to be execute:J r two (2) counterparts of equal content Rnd form by a duly authorized representative of each Party a! :i he date first set forth above. 4 Execution Version BLACKROCK FINANCIAL MANAGEMENT, INC. By: ERIK SAVI MANAGING DIRECTOR, HEAD OF NORTH AMERICAN INFRASTRUCTURE DEBT 5 Execution Version THE WORLD BANK GROUP, compr sing the INTERNATIONAL BANK FOR RECONSTRUCTIO1 id ID DEVELOPMENT, the INTERNATIONAL DEVELOPMENT ASSOCIATION, the INTERNATIONAL FINANCE CORPORATION and the MULTILATERAL INVESTMENT GUARANTEE AGENCY By: Y NG KIM, PRESIDEN- 6 Execution Version Annex 1 Preliminary GIF Foundational Principles 1 Objectives 1.1 The objective of the ClF is to promote private sector investment in infrastructure p1 De ts in emerging markets and dev floping economies (EMDEs) through robust project preparati Ii, provision of appropriate risk rlitigation instruments, and thereby increasing the commercia r institutional investor engagerr ent in the EMDE infrastructure market. It is focused on collaboration in complex publ c-private partnerships and projects with potential for commer::i: viability which require project preparation resources, policy dialogue and eventual infrastru :t1. financing solutions that no sirgle institution could achieve alone. 1.2 To this end, the GIF ims to create a global platform to provide financial and coorc ra on resources in collaboration wit i the project preparation, advisory, and financing efforts of th :v le range of donor and development finance institutions currently engaged in supporting EMDI infrastructure, with the input and ideas of private infrastructure investors. GIF's engagemer t c ild stretch from upstream suppor: on project definition, preparation, and investment feasibility assessment, through to down 3tream transaction preparation, financial structuring, and risk mitigation/credit enhancemen:. 1.3 Over the longer term, by contributing to the stock of high quality and well-structure infrastructure projects, the GI can be expected to help in the development of EMDE infrastructure as an asset cla, s attractive to a wide range of private investors seeking long :!r i assets in faster growing econ >mies, but which until now have been presented only limited infrastructure investment opportunities that meet their risk tolerance and investment profile:,. 2 Operating Principles 2.1 The GIF intends to oF erate according to the following core principles, to be finalize :u on agreement among GIF partners: (i) Leveraging the private sector-specializing in project financing modalities th) ill draw together comparative advantages of public and private sectors; (ii) Addressing pub ic goods-focusing on core infrastructure; particularly those infrastructure pro ects that are climate friendly or trade enabling; (iii) Promoting susti inability and inclusiveness-ensuring projects adhere to b!;t practice standard 3 for social and environmental responsibility; and (iv) Collaborating, c )mplementing and partnering for solutions-mobilizing te:h ir Ial and financial resc urces of all partner entities-World Bank Group entities, mul I 3ti ral development inst tutions, other public institutions, and private investors-in an innovative and flexible way, to complement existing capacities, achieve greate leverage and address the complex infrastructure financing challenges that are beyond the resources of any individual partner. 3 Institutional Arrangements ind Governance 3.1 The GIF is expected to involve a wide range of stakeholders who are involved in t e development and implementation of infrastructure projects, both public and private. GIF pa ti s are expected to fall into one c more of the following categories: 7 Execution Version (i) Funding Partners-Partners that provide financial contributions to the GIF wi :, considered Funding Partners. (ii) Technical Partn.,rs-Partners that can and who will agree to provide specific technical advice ind support to GIF activities including execution of GIF-fLinde:I activities and/or r rovision of GIF-backed credit enhancement or liquidity suppc 1 instruments. (iii) Advisory Partne rs-Private investors or entities that represent the voice of commercial and/(r institutional investment, whether pension funds, insurance companies, sove eign wealth funds, banks or other financial institutions, as wE la! other multilateral or bilateral agencies engaged in supporting private sector infrastructure pro ects, to be invited into discussions related to project preparal cni optimal approaches to financial structuring, and the design and use of risk instruments, with a view to ensure suitability of projects for commercial and/or institutional inves:ment. 3.2 A GIF Governing Council is proposed to oversee the GIF's strategic programmin. , management and use of fund 3, and development of operational policies and procedures; a 1:1 hold the GIF Management Urit (see section 4.1) accountable for delivering on the facility's objectives and principles, wit[ advice and support from the Advisory Partners. The compoE it c of the Governing Council will be agreed between IBRD and prospective partners, but is propc sw1 to comprise representatives of Funding and Technical Partners. 3.3 An Advisory Counci comprised of all GIF partners, chaired by the Managing DirE .c and Chief Financial Officer of the World Bank Group, will be periodically convened to facilit e coordination of GIF activities and support GIF operations. This Advisory Council will serve i. sounding board, providing guidance and support for GIF Management, and in particular wil i view to ensuring suitability of )rojects for private sector investment. 4 Management 4.1 The GIF will be admir istered by the World Bank Group, through a small, dedicatec t :, n established for this purpose (te GIF Management Unit). The GIF Management Unit will fu i ti( n as a coordinating body as pro ects are identified for inclusion in the pipeline, and then mov:. toward technical support and -inancing phases. The GIF Management Unit will not lead inc \ki ial projects. 4.2 GIF activity implemertation teams will be led by selected staff of Technical Partnei institutions, coordinated by th- GIF Management Unit in consultation with client goverrimer t;, according to specific project r,quirements and the project origination processes. Composi it r )f the implementation teams may vary according to the need of individual projects and gover in: its. 5 Activities and Projects 5.1 Project selection criteria and processes could be developed to reflect the follow r g principles: (i) Development Impact-projects that support the development goals of the GIl partner institution 3; (ii) Alignment-proj )cts that are aligned with recipient/sponsor country priorities ir c strategies; (iii) Complexity-prcjects that require multiple parties to come together to providE structuring, arran jing and financial support, and/or projects which require a bl r d )f financial instrumEnts; and 8 Execution Version (iv) Catalytic Impac -projects that have significant potential to achieve finarcial t a ility, leverage public fi inds, and attract private sector and/or institutional investors- s I as through Publi -Private Partnership (PPP) modalities-while still meeting government's sei vice delivery objectives. The GIF will focus on infrastricture investments that have global public good characteristics :ch as climate friendly-project. that are low emitting or encourage efficiency in the provisior cf infrastructure services; and ti ade enabling-projects that facilitate or enhance interconne :tv y and trade. 5.2 The scope of support provided to a particular project will be defined flexibly, with a w to complementing the resources and support already available from partner entities ard ot -ir funding mechanisms. During :he GIF pilot phase, this support may include the following ac:i- i as, corresponding to major project development stages: (i) Project definition and enabling environment - sector planning and investment prioritization; project definition, including needs analysis and pre-feasibility scr :!r ig; and legal, regula*ory, or institutional reforms; (ii) Project preparation and investment feasibility - feasibility studies, investment appraisal, and PFP structuring; (iii) Transaction support and financial structuring - preparing and implementing transactions, and design of risk mitigation/credit enhancement packages; and (iv) Financial arrangiig and credit enhancement - arranging and mobilizing financil, packages from a range of sources and partners. 6 Operational Policies Sound operational policies-i icluding in particular the management of environmental and :oc il impacts and risks, and transparency in procurement-are critical to the success of infrastri c iI e projects in supporting sustain able, inclusive development; as well as for investors in those projects to manage financial, -eputational and legal risks. In developing the appropriate framework for GIF-supported operations, the GIF could draw upon existing arrangements 1:v external implementing entitie,. under World Bank Partnership Programs. GIF partners will collaborate to establish an ap3roach to fiduciary, environmental and social safeguards anc c tl r standards and policies, and develop, manage and oversee an accreditation process for GI Technical Partners who are eKpected to function as implementing entities for GIF activities 9 Execution Version Annex 2 Multilateral Development Banks (MDBs) and their Respective Project Preparation Resources and Initiatives During the process of finalizing the d )sign of the GIF, the following MDBs will be invited to partici:) di as initial Technical Partners. The operational details for the GIF will at all times complement the :!::i: ing efforts and facilities of these MDB!, which include but are not limited to the infrastructure r n ect preparation resources and initiatives I sted below: a. African Development Bank (AfDB) - NEPAD Infrastructure Project Preparation Fa Ility (NEPAD-IPPF) as well as the project development business segment of Africa 5:) ind various support efforis for Africa-focused PPFs; b. Asian Development Bank (ADB) - Office of Public-Private Partnership and its prn):, ;ed Asia Pacific Project Dreparation Facility ('AP3F') as well as several dedicated i la ti nal PPFs; c. European Bank foi Reconstruction and Development (EBRD) - Legal Tr ii ion Programme, and the oroposed EBRD Infrastructure Project Preparation Facility ('I : ); d. European investme it Bank (EIB) - European PPP Expertise Centre (EPEC); e. Inter-American Devolopment Bank (IADB) - 'InfraFund' project preparation facili y f. Islamic Development Bank (IsDB) - Arab Financing Facility for Infrastructure TE c' cal Assistance Facility (YnFFI TAF), co-managed with the International Finance Corl cn- ion (IFC); and g. World Bank Group (WBG) comprising the International Bank for Reconstruct :i ind Development (IBRD) the International Development Association (IDA), the Inter i t1 nal Finance Corporation 'IFC), and the Multilateral Investment Guarantee Agency (MI 3V 10