AGENCY AGREEMENT, 영문계약서, 대리점 계약서

AGENCY AGREEMENT

 

Dated as of [•], 20[•]

 

 

[AAA CORPORATION]

[Address]

 

[BBB CORPORATION]

[Address]

 

[CCC CORPORATION]

[Address]

 

Re: [•] Project 

Gentlemen and Mesdames:

1.      We understand that [AAA], [BBB] and [CCC] (jointly referred to as the "Sponsors") are contemplating to establish [DDD Corporation] (“[DDD]” or the “Company”), a joint venture company, which would build and operate [•] (the “Project").  The proposed main terms of the joint venture are outlined in the term sheet signed by [AAA] and [CCC], dated [•], 20[•]. [•] costs of the Project are estimated by the Sponsors at USD [•].

2.             This will confirm the interest of [•] Bank (the "Bank") in considering participating in the Project (subject to satisfactory results of due diligence process and completion of the negotiations of the legal documentation) through the provision of long-term financing in the form of:

(a)    a syndicated loan up to US$[•] to the Company, including an [•] “A” loan for the Bank’s own account of up to US$[•], and a “B” loan syndicated between one or more commercial banks, on a best efforts basis, for the balance; and

(b)   up to USD [•] portage equity investment in the Company with a put/call option to the Sponsors.

The terms and conditions of the financing will be negotiated after completion of the due diligence process.

3.             This letter is intended to set forth the basis on which the Bank will work with the Sponsors and the Company in preparing the proposed financing. Any financing by the Bank will be subject to satisfactory outcome of the due diligence process, negotiation of an overall financing plan and Project arrangements satisfactory to the Bank and the potential syndicate members (including, where relevant, compliance with the Bank's public consultation procedures), formal approval by the Bank's management and Board of Directors, negotiation and execution of appropriate financing documentation and fulfilment of all applicable conditions precedent.

 

4.          Upon signing by the Sponsors of this Mandate Letter, [AAA] and [BBB], as the only liable Parties, jointly and severally agree to reimburse the Bank for its out-of-pocket expenses (the "Expenses") incurred in connection with the preparation of the Bank's financing and the preparation, drafting, negotiation and review of the financing documentation and any other documents related to the financing documentation. The Expenses typically include, among others, such costs as travel expenses of the Bank's staff and fees and expenses of technical consultants and outside legal counsel retained by the Bank and will be payable within [•] days of the date of the invoice sent by the Bank to the Sponsors. The initial amounts of fees and expenses for the Bank’s technical consultants and outside counsel will be agreed in writing between the Bank and [•] prior to the engagement by the Bank of the outside counsel and the technical consultants, respectively.  If the total fees and expenses for (i) the outside counsel and (ii) the technical consultant reach the initially agreed amounts, and if the initial expenses for Project preparation (other than the outside counsel and technical consultant fees described in (i) and (ii) above) reach the equivalent of US$[•], the Bank will seek the approval of the Company to incur additional Expenses of up to a further US$[•], and similarly thereafter as each agreed threshold is reached.

 

5.       In addition to the Expenses, the Sponsors will pay a fee (the “ Project Fee”) to the Bank in the amount of US$[•]. The Project Fee will fall due and become payable as follows:

-                US$[•] – no later than [•] days after the acceptance by the Sponsors of this letter;

-                US$[•] – no later than [•] days after the notification by the Bank that the Project has passed final review by the Bank’s management;

-                US$[•] – no later than [•] days after the notification by the Bank, either: (a) that the project has been approved by the Bank’s Board of Directors; or (b) that the Company has concluded financing for the Project without the Bank’s involvement, after the Project has passed final review by the Bank’s management.

6        If, for any reason, the Sponsors or the Company elect not to pursue further processing of the Project with the Bank, or if the Bank discontinues processing of the Project, or the Bank’s management or Board of Directors decides not to approve the financing, the Sponsors will be obligated, promptly upon receipt from the Bank of an invoice, to reimburse the Bank for the full amount of the accrued Expenses plus the Project Fee that has fallen due or will fall due in accordance with the above paragraph.

7        The Sponsors shall not, and shall procure that the Company shall not, disclose or make any public statement regarding the Bank's interest in considering participation in the Project without the Bank's prior written approval.

8        This letter agreement shall be governed by the laws of [Name of the Country]. Any dispute, controversy or claim arising out of or relating to this letter agreement, or the breach, termination or invalidity hereof, shall be settled by arbitration in accordance with the [•] Rules as at present in force. There shall be one arbitrator and the appointing authority shall be [Name of the Country] Court of International Arbitration. The place of arbitration shall be [Name of the Country] and the English Language shall be used. The parties waive any rights to appeal any arbitration award to, or to seek determination of a preliminary point of law by, the courts of [Name of the Country]. Notwithstanding the [•] Rules, the arbitral tribunal shall not take or provide, and neither the Sponsor nor the Company shall seek from any judicial authority, any interim measures or pre-award relief against the Bank. 

Kindly arrange for the Sponsors to have an authorised signatory sign the enclosed duplicate of this letter and return it to the Bank, to indicate the agreement of the Sponsors with the arrangements described in this letter.

 

We look forward to continuing to work with you in the weeks ahead so that an appraisal of this important Project can be launched as soon as possible.

 

 

 

 

Yours sincerely,

[Name of the Bank ]

 

 By:  ______________________________

          Name:

          Title:

 

We agree with the terms and conditions described above. We represent and warrant that all consents, permits and approvals required to sign this letter and make any payments hereunder have been obtained.

 

[ AAA ]

 

By:    ______________________________

          Name : [•]

          Title : [•]

 

 

[ BBB ]

 

By:    ______________________________

          Name : [•]

          Title : [•]

 

 

[ CCC ]

 

By:    ______________________________

          Name : [•]

          Title : [•]

2_5 Agency Agreement.doc