PUT OPTION WAIVER AGREEMENT, 풋옵션 웨이버 계약서, 영문계약서

PUT OPTION WAIVER AGREEMENT

 

TABLE OF CONTENTS

Page

Section 1. Definitions ········································································· 2

Section 2. Waiver Fee, Expenses and Taxes ················································ 2

Section 3. Guarantee ··········································································· 3

Section 4. Governing Law and Jurisdiction ················································ 4

Section 5. Notice ··············································································· 4

Section 6. Miscellaneous ····································································· 5

 

 

 

 

 

 

 

 

PUT OPTION WAIVER AGREEMENT

 

  THIS AGREEMENT (the “Agreement”) is made and entered into on [DATE] (the “Agreement Date”) by and among:

 

[AAA] INC., a corporation duly organized and existing under the laws of [Name of the Country] with its registered head office at [•], as an issuer (the “Issuer”);

 

[BBB] CORPORATION, a corporation duly organized and existing under the laws of [Name of the Country] with its registered head office at [•], as a guarantor (the “Guarantor”); and

 

[CCC] BANK, a banking institution duly organized and existing under the laws of [Name of the Country] with its registered head office at [•], as an investor (the “Noteholder”) (the Issuer, the Guarantor and the Noteholder are hereinafter referred to as collectively the “Parties”, or individually the “Party”).

 

WITNESSETH:

 

WHREREAS, the Noteholder is entitled to require the Issuer to redeem the Floating Rate Notes, which were issued by the Issuer and guaranteed by the Guarantor on [•], 20[•] (the “Notes”), for the principal amount thereof, together with interest accrued until [•], 20[•], in accordance with the Terms and Conditions of such Notes;

 

WHREREAS, the Issuer has requested the Noteholder to waive its Put Option against the principal amount of [•] US Dollars (US$ [•] ) (the “Principal Amount”) on [•], 20[•], and proposed to pay the fee (as defined and calculated below) in compensation for its waiver of Put Option;

 

WHREREAS, the Noteholder agrees to accept the Issuer’s request and proposal under the irrevocable and unconditional guarantee of the Guarantor for he due and punctual payment of such fee.

 

NOW, THEREFORE, in consideration of mutual premises and covenants contained herein, the Parties hereby agree as follows:

Section 1. Definitions

 

The terms used in this Agreement shall have the same meanings as in the Terms and Conditions of the Notes, unless otherwise defined.

 

 

Section 2. Waiver Fee, Expenses and Taxes

 

2.1        Put Option Waiver

 

  The Noteholder hereby, as of the Agreement Date, waives its Put Option against the Principal Amount, and is entitled to an appropriate compensation for such waiver (the “Put Option Waiver Fee”).

 

2.2        Put Option Waiver Fee

 

(a)         The rate of the Put Option Waiver Fee set forth in Paragraph 2.1 shall be [•] percent ( [•] %) flat of the Principal Amount.

 

(b)         The Put Option Waiver Fee shall be payable in arrears twice equally at three-month intervals form the Agreement Date, i.e., [•], 20[•] and [•], 20[•].

 

2.3        Default Interest

 

In the event the Issuer fails to make payment when due of any sum payable hereunder, the Issuer shall pay interest on the unpaid amount, to the fullest extent permitted by law, from and including such due date to but not including the date of actual payment thereof in US Dollars at the rate equal to [•] percent ( [•] %) per annum. Such default interest shall be payable on demand of the Noteholder.

 

2.4        Expenses

 

  The Issuer shall reimburse the Noteholder on demand all costs and charges (including any taxes thereon), including the fees and expenses, incurred by the Noteholder in connection with the preparation, due execution, delivery and implementation of this Agreement (and actual or proposed amendment or modification hereto or request therefor and any waiver hereunder), and all documents executed pursuant hereto, and all costs, expenses and amounts whatsoever, which the Noteholder may expend or become liable for in demanding, suing for, recovering and receiving payment of any sum due hereunder and under any documents executed pursuant hereto.

 

2.5        Taxes

 

(a)         Any and all payments to be made by the Issuer or the Guarantor hereunder or under any instrument delivered hereunder shall be free and clear of and without deduction for any present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto. If the Issuer or the Guarantor shall be required by law to make any such deduction from any payment hereunder, (i) the sum payable shall be increased as may be necessary so that after making all required deductions the Noteholder receives an amount equal to the sum it would have received had no such deductions been made, or (ii) the Issuer or the Guarantor shall pay the full amount deducted to the relevant taxation authority in accordance with applicable law.

 

(b)         In addition, the Issuer agrees to pay any present or future stamp or documentary taxes, charges or similar levies which arise from any payment made hereunder of from the execution of this Agreement or any instrument delivered hereunder.

 

 

Section 3. Guarantee

 

In addition to the guarantee as set forth in the Terms and Conditions of the Notes, the Guarantor, for and in consideration of the Noteholder entering into the Agreement with the Issuer, hereby irrevocably and unconditionally guarantees, as primary obligor to the Noteholder, jointly and severally with the Issuer the full and punctual performance by the Issuer (including its permitted successors and any of assigns) of all obligations of the Issuer, in particular, under Paragraphs 2.2 through 2.5 hereof and the payment of all sums payable now or in the future to the Noteholder by the Issuer under or in connection with the Agreement in each case when as the same shall become due.

 

 

 

 

Section 4. Governing Law and Jurisdiction

 

4.1 Governing Law

 

  This Agreement shall be governed by, and construed in accordance with, the laws of [Name of the Country].

4.2 Jurisdiction

 

  The Issuer and the Guarantor irrevocably agree to submit to the jurisdiction of the [•] Court in [Name of the Country] for the settlement of disputes arising under or in connection with this Agreement. The Issuer and the Guarantor agree that a final judgement in any action or proceeding shall be conclusive and may be enforced in any other jurisdictions by suit on the judgement or in any other manner provided by law.

 

 

Section 5. Notice

 

  Any communication, demand or notice to be given hereunder shall be given in writing by personal delivery, registered air mail, telex or facsimile transmission as follows:

 

 To the Issuer : [AAA, Inc.]

                                 ,

 [Address]

 Attention : [•]

 

 To the Guarantor : [BBB Corporation]

                                 ,

 [Address]

 Attention : [•]

 

 To the Noteholder : [•] Dept., [CCC Bank]

                                 ,

 [Address]

 Attention : [•]

 

Section 6. Miscellaneous

 

6.1 Non-Waiver

 

  The failure or delay of any Party to require performance by the other Party of any provision of, or of any right or obligation under this Agreement shall not constitute a waiver thereof, nor shall such affect that Party's right to thereafter require performance of such or any other provision, right or obligation.

 

6.2 Amendment

 

Any amendment of the provision hereof shall be in writing and signed by the Parties.

 

6.3 Terms and Conditions of the Notes

 

  In the absence of applicable provisions for the purpose of this Agreement, the Terms and Conditions of the Notes shall be applied except otherwise explicitly set forth herein.

 

  IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the date and year first written above.

 

[AAA Inc.]

by :                               ,

Name : [•]

Title : [•]

 

[BBB Corporation]

by :                               ,

Name : [•]

Title : [•]

 

[CCC Bank]

by :                               ,

Name : [•]

Title : [•]

8 Put Option Waiver Agreement.doc