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°¨»ç°è¾à¼­(¹ý·ü»ó´ã¿ë)(Engagement Letter(for Legal Counsel))

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TZ-SHR-936622
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2018.10.05
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3 page / 32.0 KB
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engagement letter(for legal counsel)  dear sirs,  
this letter agreement is to confirm that [aaa] consortium (the clients) has engaged the [bbb] bank ([bbb]) to act as their exclusive financial advisor along with [ccc] with respect to the transaction(as defined below).
as part of this engagement, [bbb] will, if appropriate and if requested by the clients:
¡Ü review a cash model and verification of assumptions;
¡Ü available from both bank and capital markets;
¡Ü review and comment on the draft information memorandum;
¡Ü review and comment on the proposed principal terms of major contracts;
¡Ü liaison conduct work among [], [] and other korean parties including the government involved in the privatization of [] power plants;
¡Ü review sponsor objectives, information package and related documents;
¡Ü enter into an agreement with sponsors to approach financial institutions;
¡Ü formulate optimal financing strategy (and post-closing refinancing strategy) for the transaction;
¡Ü provide assistance in financial documentation; and
¡Ü provide other necessary assistance until the closing of the transaction.
to help [bbb] with its engagement, the clients shall furnish [bbb] with all information concerning the transaction which [bbb] reasonably deems appropriate and necessary.
as compensation for the services rendered by [bbb], the clients jointly and severally agree to pay [bbb] as follows:
(1) a financial advisory fee of us$ [] per month, payable in advance (the financial advisory fee).the financial advisory fee will be fully credited, against the transaction fee (as defined below).
(2) a transaction fee (transaction fee¡±) which is calculated in accordance with the table below based on aggregate consideration (as defined below).
¡Ü minimum fee level : us$ []   
¡Ü [] percent of aggregate consideration regardless of transaction size.
(3) reimbursement of out-of-pocket expenses, including the fees and expenses of legal counsel, if any, and any other advisor retained by [bbb] (it being understood that the retention of any such counsel or advisor will be made with the prior approval of the clients), resulting from or arising out of this engagement.
all fees and expenses payable hereunder are net of all applicable withholding and similar taxes.
regarding management and underwriting fee structure in financing facility, [bbb] will follow the general project financing case in korea, korean financial institutions usually charge []¡­[] percent management fee on the total amount of a loan and []¡­[] percent underwriting fee on the total amount of project bond underwritten.the level of the fees and the payment method will be negotiated with a lead-manager and/or underwriter in the financing process.
for purposes of this agreement, the term transaction shall be defined to include the acquisition of part of or all the assets and facilities of the cogeneration plants and district heating facilities in [] (target).
also, for the purpose of this agreement, the term agreement consideration shall mean the total fair market value of all consideration (including cash, securities, property, all debt remaining on the financial statement of the target paid or payable, or otherwise to be distributed directly or indirectly to the targets shareholders in connection with the transaction.since [bbb] will be acting on behalf of the clients in connection with its engagement hereunder, the clients have entered into a separate letter agreement, dated the date hereof, providing for the indemnification of [bbb] and certain related persons.
[bbb]s engagement hereunder may be terminated at any time, with or without cause, either by the clients or by [bbb] upon [] days prior written notice thereof to the other party or parties, provided, however, that in the event of termination of [bbb]s engagement hereunder, [bbb] will continue to be entitled into within [] year of such termination, provided further, however, that no termination of [bbb]s engagement hereunder shall affect the clients obligations to pay the financial advisory fee, other fees and expenses to the extent set forth herein, and to indemnify [bbb] and certain related persons as set forth in the separate letter agreement referred to above.
in this connection, the clients jointly and severally agree to indemnify and hold harmless [bbb] and its affiliates, the respective directors, officers, agents and employees of [bbb] (collectively indemnified persons) from and against, and the clients agree that no indemnified person shall have any liability to the clients for any losses, claims, damages or liabilities with respect to this engagement.
all aspects of the relationship created by this agreement shall be governed by, and construed in accordance with, the [name of the country] law applicable to contracts made and to be performed therein, and each party hereto irrevocably submits to the non-exclusive jurisdiction of the [name of the country] courts.
we are pleased to accept this engagement and look forward to working with your esteemed companies on this project.please confirm that the foregoing by signing and returning to us one copy of the counterparts duplicates of this agreement enclosed herein.   (ÀÌÇÏ »ý·«)