Exhibit 9: Brief Overview of Polands Reforms

Erstwhile socialist country and was under the Polish Communist Party,
therefore there was state ownership of most businesses, price controls and
subsidies and a welfare state.
But under socialism Poland experienced hyper-inflation, labor unrest and
govt. deficits during the 1980s
With the collapse of Communist Party, various reforms like liberalisation
ushered in and by 2000 Poland succeeded in building a free market
economy
With economic reforms the govt. realized the need to upgrade and expand
the transportation infrastructure and approved the construction of 2600
km tolled motorway system consisting of four routes, 2 running northsouth, 2 running easy-west.
The govt. used the BOT model in which the govt. retained ownership of
the motorway and the private companies who financed the construction
had the right to operate the motorway and receive profits for a defined
period of time and transfer control back to the govt. post the concession
Toll Motorways Act 1994 allowed the govt. to grant concessions on tender
basis, finance up to 50% of total construction costs, create a new govt.
agency to overlook operations and take land for motorways by eminent
domain.
A2 Motorway
1st concession by the government, part of Paris-Berlin-Warsaw-Moscow
transit corridor, later 30 Billion Euro TENs
Links to Germany and Russia- two of Polands biggest trade partners;
current speed was 20 kmph
Open Toll road Tollbooths along main route: cheaper to build & operate,
minimized government involvement
Concession Agreement by competitive tender process for western
portion of A2: 30 yr BOT concession later 40 yrs to compensate for
taking away 100km segment on the eastern end
Challenges : Size, Setting(Poland) and Lack of Precedence
AWSA: Special Purpose Consortium incorporated to bid for A2. Polish
Firms (hotel, tourism, finance, Power Trnsmission, insurance) and Private
Equity inverstors held 77% of the company. Western European firms held
23%
Concession Authorised AWSA to design, finance, build and operate the
western third of A2 (254km)
Phased plan beginning at Konin and proceeding to Swiecko. Phase 1
Konin to Nowy Tomysl ( 3 roughly equal sections) to be finished in 6.25
years after financial close. Phase 2 financing to be finalized by Dec 2007
or concession could be reassigned
Land acquisition to be made govt transfer to AWSA under long term
lease. Delivery of lease PLN 5.5 million. AWSA had to get local permits
for construction and operation. Govt to facilitate and compensate for
delays due to govt authorities
Govt had right to terminate concession for non performance such as not
commencing/completing work on deadlines, non payment, etc or in public
interest. In firstcase, govt would assume ownership and operation of
concession, financing would remain and toll would go for debt servicing. In
second case, govt would compensate AWSA for fully retiring the debt

obligations and NPV of cash flow that would have come had the
concession not been cancelled.
Benefits: Employment,Higher levels fo commerce, VAT for commercial
tolls, share in cash flow(20% once sharehoolders get cumulative real
return of 10%, 30% once shareholders have got 15%)

A2 Motorway - Phase1
Contract for Phase 1 was signed with a new special-purpose joint venture
company (the Development Company or DC) owned by several AWSA
shareholders with extensive construction experience.
Owners included Strabag, NCC and Teerbau.
Design and construction cost was fixed at 16 million and 22 million Euros.
The contracts were turnkey. ( contractor was responsible for the start of
the operation on a specified date)
Contracts involved 15% advance payment with remainder payments in
monthly installment.
Phase 1 construction began in Konin with scheduled opening date of July
2002.
DCs performance was backed by usual performance bonds in favor of
AWSA covering 15% advance payment, performance under the contract
up to 31 million Euros, and work defects.
A latent defects bond covered 5% of the contract price during construction
which was reduced to 2.5% at completion of each section for 3 years.
Maximum damages were set at 5% of the contract price for each segment.
In case of delays due to government actions, an insurance policy or the
government would compensate AWSA to a maximum annual loss of
650,00 Euros.
Phase 1 operations
The Operating Company (OC) would operate and maintain the motorway
under a 10-year renewable contract.
AWSA remained responsible for heavy maintenance such as resurfacings.
Motorway revenue would primarily come from tolls and the remaining
from selling sub-concessions to operate service areas
(e.g., petrol
stations, roadside restaurants,etc)
Wilbur Smith & Associates (WSA) forecasted daily traffic to increase from
7600 vehicles /day to an average of 20000 vehicles/day by 2022
Financing Plan Phase 1
Estimated Cost Euro 934 Million
Deutsche Bank Model
Primarily base on traffic and revenue forecast
Key Assumptions:
PPP would hold
Inflation would decrease from 6% in 2000 to 2% in 2008
Corporate Taxes to reduce from 34% to 22% by 2004
Minimum DSCR 1.5x
Contractual Requirements
Cash reserves in lender controlled accounts for capital expenditures,
heavy maintenance & debt service

 Capital Expenditure reserve to be pre funded by construction financing

would cover cost of upgrading access ramps
Debt service equal to 6 months accrued interest and next scheduled
principal payment for senior debt
Sinking fund account for partial retirement of zero coupon bonds in 2012
Cash Waterfall mechanism supplemented by intercreditor agreement
Senior debt contracts to be governed by U.K laws lenders rights would
have to be run through Polish courts (subject to Polish Civil Law legal
system)
Documentation of contractual agreement and responsibility of plugging
legal gap and of providing counsel done by Baker & McKenzie
Sources
of Amoun Interest Rate/Maturity
Remarks
External
t (Euro
Financing
Million
)
Senior Debt
242
6 month LIBOR + (180bp Didnt go for interest rate
235bp)
swaps;
Minimum
principal
Maturity 13 to 15 years
payments set for 1.15x DSCR
5.5 years drawdown period
downside scenario
Mezzanine
266
Zero coupon bonds
Backed by Euro 800 million
Debt
EIR = 7% - 9%
government guarantee;
Mature by 2014
Expected to be refinanced
upon maturity
Subordinated
235
Margin of 9% over interbank Interest payment will start by
Debt & equity
lending rate for euros
2018
Maturity 2026
Conclusion
The aggressive pessimistic financial cases from bank resulted in a gap in
the funding and required additional equity to be infused
Gebicki was not sure how AWSAs shareholders would respond to the
request
With the deadline to financial close on July 29 th , it would have been tough
for him to negotiate further commitments from 18 shareholders
Option 1: To convince the bankers that their analysis was too pessimistic
a) Point evidences from early results of A4 Toll Motorway
b) A4 opened for traffic in April 2000, was capturing 80% of the available
traffic as compared to Smiths 50 percent capture rate
c) Possibilities that bankers might reject the comparisons between A2
and A4 Motorways as they had different characteristics
d) A4 was only 60 Kms and connected two major cities
Option 2: Involve European Investment Banker (EIB) to finance the A2
motorway
a)Bank interested in entertaining the idea of a long term loan in an
amount equal to bond
proceeds
b) Required a pari passu treatment with other senior lenders
c) Base cash flows could not service both senior debt as well as EIB loan