ENGAGEMENT AGREEMENT by bju55752

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									        FINANCIAL ADVISORY AND ARRANGER SERVICES AGREEMENT


THIS AGREEMENT dated for reference this _____ day of _____________, _____.

BETWEEN:

             [Include either "HER MAJESTY THE QUEEN IN RIGHT OF THE
             PROVINCE OF BRITISH COLUMBIA, represented by insert name of
             Minister, Parliament Buildings, Victoria, British Columbia" or insert
             NAME AND ADDRESS OF OTHER GOVERNMENT ORGANIZATION]
             (the "Issuing Entity")

                                                                   OF THE FIRST PART
AND:

             [Insert NAME OF CONTRACTOR], a company incorporated under the
             laws     of   _____________ and    having   an    office    at
             _________________________, British Columbia _________ (the
             "Contractor")

                                                                OF THE SECOND PART
WHEREAS:

A.     The Issuing Entity conducted a competitive process to select a financial advisor
       and arranger to facilitate financing for [insert name/brief description of
       Project]; and

B.     As a result of that process, the Issuing Entity has agreed to retain the Contractor
       on the terms and conditions of this Agreement.


NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the
mutual covenants, premises and undertakings contained herein, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties declare, consent, covenant and agree as follows:
                                           -2-


                                       ARTICLE 1

DEFINITIONS

1.01   In this Agreement:

       (a)   "Amount Financed" means the total amount of the Financing to be
             arranged by the Contractor;

       (b)   "Closing Date" means the later of the date on which all documents
             necessary to complete the Financing are executed and delivered by all
             parties and the date on which the Issuing Entity receives the proceeds
             from the Financing;

       (c)   "Disbursements" means any expenses paid by the Contractor to third
             parties and reasonably incurred in providing the Services including legal
             fees and disbursements and accounting fees but excluding Travel
             Expenses;

       (d)   "Expiry Date" means the date specified in section 12.02 or a later date that
             the parties shall mutually agree to;

       (e)   "Financing" means debt financing to fund the Project;

       (f)   "Institution" means the financial institution or institutions through which the
             Contractor arranges the Financing;

       (g)   "Material" means all material produced or received by the Contractor as a
             result of this Agreement including financial models, reports, opinions,
             statements, the Offering Memorandum and other financing documents,
             software, video presentations and other documents, whether complete or
             not;

       (h)   "Objectives" means any or all of the following at the Issuing Entity’s sole
             discretion [delete or amend any inapplicable items]:

             (i)    an investment grade credit rating for the Issuing Entity of [specify
                    rating and rating agency or agencies],

             (ii)   [specify fixed/floating rate, term, amount and repayment
                    terms],
                                     -3-

      (iii)    the Financing will be unsecured (raised under the general
               obligations of the Issuing Entity), or the Financing to be secured by
               a first fixed charge on all Project assets and/or assignment of all
               Project revenues, material Project contracts, permits, approvals,
               authorizations and supporting undertakings, with recourse only to
               the Project assets and the equity in the Project,

      (iv)     no provincial government guarantee,

      (v)      underwriting or placement of the Financing with institutional
               investors on an agency basis through a competitive process,

      (vi)     the lowest all-in Canadian dollar cost of funds for this financing
               structure,

      (vii)    a Closing Date of no later than [insert date],

      (viii)   no assumption of onerous or unacceptable legal, financial or
               business risks or constraints by the Issuing Entity as a result of the
               Financing as determined by the Issuing Entity,

      (ix)     satisfactory flexibility to transfer or sell Project assets including
               assignment of the Financing as determined by the Issuing Entity,

      (x)      satisfactory flexibility to merge, amalgamate and/or reorganize as
               determined by the Issuing Entity,

      (xi)     provisions for optional prepayment or accelerated payment of the
               Financing on terms to be negotiated,

      (xii)    satisfactory flexibility as determined by the Issuing Entity to
               undertake supplemental debt financings which rank pari passu with
               the Financing, and

      (xiii)   other objectives as may be communicated by the Issuing Entity to
               the Contractor from time to time;

(i)   "Offering Memorandum" means a document prepared by the Issuing
      Entity with assistance from the Contractor, which markets and explains the
      opportunity to participate in the Financing;

(j)   "Project" means [insert name/brief description of Project];

(k)   "Proposal" means the proposal submitted by the Contractor in response to
      the RFP;
                                           -4-


       (l)    "RFP" means the Request for Proposal issued on [insert date] by the
              Issuing Entity for financial advisory and arranger services in relation to the
              financing of Project;

       (m)    “Required Insurance” means the insurance policies specified in Article 9;

       (n)    "Services" means the services to be provided by the Contractor pursuant
              to section 3.01 of this Agreement; and

       (o)    "Travel Expenses" means the actual travel and accommodation expenses
              of the Contractor reasonably incurred in providing the Services.


                                       ARTICLE 2

APPOINTMENT OF CONTRACTOR

2.01   The Issuing Entity hereby appoints the Contractor {as its sole and exclusive
       agent} to do all things necessary to arrange for and obtain the Financing, in
       accordance with the Objectives, the instructions of the Issuing Entity and the
       terms and conditions of this Agreement.

2.02   The Issuing Entity may, at its sole discretion, accept or not accept any aspect of
       the Financing at any time prior to the Closing.

2.03   The Contractor, {in conjunction with other agents}, shall use its best efforts to
       complete the Financing as expeditiously as possible. The Issuing Entity agrees
       to use all reasonable efforts to ensure that the Closing Date will be on or prior to
       [insert same date as appears in section 1.01(h)(vii)] or such later date as the
       parties may mutually agree.


                                       ARTICLE 3


DUTIES OF THE CONTRACTOR

3.01   The Contractor shall provide the Issuing Entity with the services listed in
       Schedule A in a professional and timely manner {consistent with the following
       time guidelines} or as mutually agreed upon:

3.02   The Contractor shall promptly notify the Issuing Entity, in writing, of any event or
       circumstance that could materially and adversely affect its ability to provide any
       of the Services.
                                           -5-


3.03   If the Contractor is requested by the Issuing Entity to perform services in addition
       to those described in this Article 3, the terms and conditions relating to such
       services will be outlined in a separate letter of agreement. The fees for such
       services will be negotiated separately and in good faith and, if similar services
       have been provided to the Issuing Entity by the Contractor within the past [insert
       number of years], the negotiated fees will generally reflect the fees paid for
       those similar services.


                                       ARTICLE 4

REMUNERATION OF THE CONTRACTOR

4.01   The Issuing Entity shall pay for the Disbursements incurred by the Contractor
       provided that:

       (a)   {with the exception of the Contractor's legal expenses}, the Disbursements
             have been approved by the Issuing Entity in advance;

       (b)   the Contractor's legal expenses must not exceed in aggregate the sum of
             [insert amount of legal expenses cap or delete this paragraph (b) if
             no cap to be applied]; and

       (c)   the Disbursements are supported by invoices from the relevant suppliers.

4.02   The Issuing Entity shall pay for the Travel Expenses of the Contractor provided
       that:

       (a)   those expenses will not exceed in aggregate the sum of [insert amount
             of travel expenses cap];

       (b)   the expenses are supported by invoices from the relevant suppliers; and

       (c)   the expenses do not exceed the allowable rates attached to this
             Agreement as Schedule "B".

4.03   The Disbursements and Travel Expenses shall be payable by the Issuing Entity
       pursuant to sections 4.01 and 4.02 within 30 days of receipt of a written
       statement of account in a form satisfactory to the Issuing Entity.

4.04   The Issuing Entity shall pay the Contractor the following fees:

       (a)   a work fee of $[insert amount] per working month. The maximum work
             fee under this agreement is $[insert amount];

       (b)   a placement fee calculated in accordance with the following:
                                             -6-



                  1) for funds placed on an agency basis, a placement fee which is
                     [insert percentage(s) and the applicable term(s)] of the Amount
                     Financed if the Issuing Entity requests that the Contractor place
                     the debt on an agency basis;

                  2) for funds placed on an underwritten basis, a placement fee which
                     is [insert percentage(s) and the applicable term(s)] of the
                     Amount Financed if the Issuing Entity requests that the Contractor
                     place the debt on an underwritten basis;

                  3) the placement fee for any variation to the above financing tenors
                     will be based on industry standards.


       (c)    A maximum of $[insert amount] in work fees is creditable against the
              placement fee.

4.05   The work fee described in section 4.04(a) will be payable within 30 days of
       receipt by the Issuing Entity of a statement of account in a form satisfactory to
       the Issuing Entity. The placement fee described in section 4.04(b) will be
       payable from the proceeds of financing.

4.06   The Issuing Entity can declare any month a non-working month provided five
       business-days notice is given to the Contractor prior to commencement of the
       month.

4.07   The Contractor shall not charge or permit any of the Contractor Parties to charge
       any fee to any Institution for the Institution’s potential or actual participation in the
       Financing, nor will it accept or permit the Contractor Parties to accept fees or
       other remuneration from any party other than the Province or the Contractor
       relating to the Financing. In this section, "Contractor Parties" will bear the
       meaning ascribed to it in section 8.01.

[Section 4.04 and 4.05 must be amended if the work fee is to be paid monthly and
then netted off against the placement or underwriting fee if the Financing is
completed]

[Include the following sections 4.07 and 4.08 if the Issuing Entity is part of the
Province:

4.07   Despite any other provision of this Agreement, the Issuing Entity's obligation to
       make payments to the Contractor under this Agreement is subject to the
       Financial Administration Act, which makes that obligation subject to an
       appropriation being available in the Issuing Entity's fiscal year during which
       payment becomes due.]
                                           -7-



4.08   The Issuing Entity certifies to the Contractor that the Services purchased by the
       Issuing Entity under this Agreement are being purchased with Crown funds and
       are therefore not subject to the Goods and Services Tax.]


                                       ARTICLE 5

PROPOSAL

5.01   The Contractor represents and warrants to the Issuing Entity that all information,
       statements, documents and reports forming part of the Proposal are true and
       correct.

5.02   The Contractor agrees to comply with all promises, commitments, and
       assurances made by the Contractor in the Proposal except to the extent that to
       do so would be contrary to an express provision of this Agreement.


                                       ARTICLE 6

DUTIES OF THE ISSUING ENTITY

6.01   Until the Closing Date, and for a reasonable period beyond, the Issuing Entity
       shall:

       (a)   promptly provide the Contractor with any and all relevant information and
             assistance that the Contractor may, from time to time, reasonably request
             to assist in the marketing and placement of the Financing;

       (b)   ensure that all information and documentation provided to the Contractor
             in connection with the Financing with respect to matters of fact concerning
             the Issuing Entity will be accurate and complete in all material respects;

       (c)   notify the Contractor in writing of the full particulars of any material change
             (actual or proposed) in the business, affairs, operations, assets or
             liabilities of the Issuing Entity;

       (d)   not refer to, summarize, circulate or publicize the views, advice or opinions
             provided to the Issuing Entity by the Contractor under this Agreement to
             any party other than any of the "Issuing Entity Parties" (as defined in
             section 8.02) except with the prior written consent of the Contractor,
             unless disclosure of such advice is required by law, in which case, the
             Issuing Entity will, if practical to do so, consult with the Contractor prior to
             the release of such information.
                                          -8-




                                      ARTICLE 7

REPRESENTATIONS AND WARRANTIES

7.01   The Issuing Entity represents and warrants to the Contractor that:

       (a)   all requisite proceedings and approvals have been held, taken or obtained
             by the Issuing Entity in order to duly authorize the Issuing Entity to enter
             into this Agreement and, when executed and delivered, this Agreement
             will be a valid and legally binding contract of the Issuing Entity; and

       (b)   other than as separately disclosed in writing to the Contractor, the Issuing
             Entity is not a party to, or threatened with, any investigation, litigation or
             other action relating to the Issuing Entity which involves the possibility of
             any judgement or liability or other result which could materially and
             adversely affect the business and assets of the Issuing Entity generally.

7.02   In addition to the representations and warranties set forth in section 7.01, the
       Issuing Entity further undertakes to notify the Contractor if the structure of the
       Financing shall conflict with, or result in any breach of, any of the terms,
       conditions or provisions of the Issuing Entity’s constitution or constating
       documents or any agreement or other instrument to which the Issuing Entity is a
       party or by which it is bound or affected.

7.03   The Contractor hereby represents and warrants to the Issuing Entity that:

       (a)   all requisite proceedings and approvals have been held, taken or obtained
             by the Contractor in order to duly authorize the Contractor to enter into this
             Agreement and, when executed and delivered, this Agreement will be a
             valid and legally binding contract of the Contractor; and

       (b)   none of the Contractor Parties have received or arranged to receive
             remuneration of any kind, except as provided in this Agreement, for
             arranging the Financing.
                                          -9-


                                      ARTICLE 8

INDEMNIFICATION

8.01   Except as caused by the negligence or willful misconduct of the Contractor and
       its affiliates and their respective directors, officers, employees and authorized
       agents (the "Contractor Parties"), or by any default by them under this
       Agreement or by any action by them outside the scope of their authority under
       this Agreement, the Issuing Entity hereby agrees to indemnify and save harmless
       the Contractor Parties from any and all loss (except loss of profit), damage,
       claims, demands, actions or costs which the Contractor Parties may become
       liable for, or incur, and which are caused by, or arise directly or indirectly, by
       reason of:

       (a)   any actual or alleged "misrepresentation", as defined in the Securities Act,
             in the Offering Memorandum or any other offering document relating to the
             Financing except to the extent that any such misrepresentation consists of
             an untrue statement of a material fact which was made in reliance upon,
             and in conformity with, information provided by any of the Contractor
             Parties for inclusion therein {include this section only if financing is
             arranged}; or

       (b)   any default by the Issuing Entity under this Agreement.

8.02   The Contractor hereby agrees to indemnify and save harmless the Issuing Entity
       and its [if the Issuing Entity is not the Province replace "its" with "the
       Province and their respective"] directors, officers, employees and authorized
       agents (the "Issuing Entity Parties") from any and all loss, damage, claims,
       demands, actions or costs for which the Issuing Entity Parties may become liable
       or incur and which are caused by, or arise directly or indirectly by reason of the
       negligence or willful misconduct of the Contractor or any default by it under this
       Agreement.

8.03   The Contractor agrees to provide prompt written notice to the Issuing Entity upon
       the Contractor becoming aware of any threatened or actual claim or proceeding
       against any of the Contractor Parties which may be covered by the indemnity in
       section 8.01. Where such notice is not given, the Contractor hereby agrees that
       all rights the Contractor Parties may have to be indemnified by the Issuing Entity
       under this Agreement with respect to such claim or proceeding shall be waived
       and the indemnity in section 8.01 shall be null and void.
                                         - 10 -


8.04   The Issuing Entity agrees to provide prompt written notice to the Contractor upon
       the Issuing Entity becoming aware of any threatened or actual claim or
       proceeding against any of the Issuing Entity Parties which may be covered by the
       indemnity in section 8.02. Where such notice is not given, the Issuing Entity
       hereby agrees that all rights the Issuing Entity Parties may have to be
       indemnified by the Contractor under this Agreement shall be waived and the
       indemnity in section 8.02 shall be null and void.

8.05   Where a claim or proceeding covered by an indemnity in this Article 8 is made or
       brought, the party from whom indemnification is sought (the "Indemnifying Party")
       shall retain, at its own expense, counsel reasonably satisfactory to the party
       seeking such indemnification (the "Indemnified Party") to defend the Indemnified
       Party in respect of such claim or proceeding except as follows:

       (a)   the Indemnified Party may instead retain its own counsel;

       (b)   if the Indemnified Party retains its own counsel because a conflict exists in
             respect of the claim or proceeding between the interests of the
             Indemnified Party and the interests of the Indemnifying Party or some
             other person who may be represented by counsel retained by the
             Indemnifying Party in respect of the claim or proceeding, the fees and
             expenses of such counsel will be borne by the Indemnifying Party; and

       (c)   if the Indemnified Party retains its own counsel for any reason other than
             as described in paragraph (b), the fees and expenses of such counsel will,
             notwithstanding any other provision of this Article 8, be borne solely by the
             Indemnified Party.

       No admission of liability and no settlement of any claim or proceeding shall be
       made by any party without the consent of the other party, which consent shall not
       be unreasonably withheld.

8.06   For the purpose of determining the negligence, willful misconduct or default of
       the Contractor Parties or the Issuing Entity Parties and the assessment of any
       loss or damage arising therefrom, for the purposes of sections 8.01 and 8.02, the
       parties agree to make their best efforts to adopt, in a timely manner, an
       alternative dispute resolution mechanism such as arbitration or
       mediation/arbitration.
                                         - 11 -


                                      ARTICLE 9

INSURANCE

9.01   The Contractor shall, without limiting its obligations or liabilities under this
       Agreement, provide and maintain during the term of this Agreement and at its
       expense the following insurance with insurers licensed in British Columbia and in
       forms and with deductibles acceptable to the Issuing Entity:

       (a)   Comprehensive General Liability Insurance in an amount not less than
             $1,000,000.00 inclusive per occurrence insuring against bodily injury,
             personal injury and property damage. The Issuing Entity is to be an
             additional insured under this insurance which shall contain a cross-liability
             clause and be endorsed to provide the Issuing Entity with 30 days
             advance written notice of cancellation or material change;

       (b)   Professional Errors and Omissions Liability Insurance in an amount not
             less than $1,000,000.00, insuring the Contractor's liability resulting from
             errors or omissions in the performance of professional services under this
             Agreement; and

       (c)   Motor Vehicle Liability Insurance on all vehicles owned, operated or
             licensed in the name of the Contractor in an amount not less than
             $1,000,000.00.

9.02   The Required Insurance must be primary and not require the sharing of any loss
       by any of the Issuing Entity's insurers.

9.03   Immediately after execution of this Agreement, the Contractor shall provide
       evidence satisfactory to the Issuing Entity of all Required Insurance. When
       requested by the Issuing Entity, the Contractor shall promptly provide the Issuing
       Entity with a certified copy of the policy of any Required Insurance.

9.04   The Contractor shall require and ensure that any approved subcontractor
       providing Services under this Agreement maintains liability insurance comparable
       to the Required Insurance.
                                          - 12 -


                                      ARTICLE 10

CONFIDENTIALITY

10.01 The Contractor shall treat as confidential all information which is not publicly
      available and has been obtained by it from any of the Issuing Entity Parties under
      this Agreement and shall not release such information without the prior written
      consent of the Issuing Entity except to the Contractor's advisors, a financial
      institution or its advisors or any of the Contractor Parties on a need-to-know
      basis, in which event the Contractor shall require such parties to keep the
      information confidential.

10.02 Except as set forth in section 10.01 or as required by law, the Issuing Entity and
      the Contractor shall keep confidential all business terms and conditions of this
      Agreement, and neither shall release such information to any party other than, in
      the case of the Issuing Entity, to the Issuing Entity Parties or, in the case of the
      Contractor, to the Contractor Parties, without the express written consent of the
      other party to this Agreement.


                                      ARTICLE 11

OWNERSHIP

11.01 The Contractor acknowledges and agrees that the Issuing Entity exclusively
      owns:

      (a)    the Material; and

      (b)    any other property provided by the Issuing Entity to the Contractor for the
             purposes of this Agreement.

      Upon the request of the Issuing Entity, the Contractor shall deliver to the Issuing
      Entity any of the Material and any other property described in this section as
      soon as it is practical to do so.

11.02 The copyright in the Material belongs exclusively to the Issuing Entity. Upon the
      request of the Issuing Entity, the Contractor shall deliver to the Issuing Entity
      documents satisfactory to the Issuing Entity waiving in favour of the Issuing Entity
      any moral rights which the Contractor or any of the other Contractor Parties may
      have in the Material and confirming the vesting of the copyright in the Issuing
      Entity.
                                         - 13 -


                                      ARTICLE 12

TERMINATION

12.01 This Agreement shall terminate on the date on which the Financing is completed.

12.02 If the Financing is not completed by [insert date] or such later date as mutually
      agreed by the parties, this Agreement shall terminate on that date.

12.03 The Issuing Entity may terminate this Agreement by notice in writing to the
      Contractor at any time, if:

      (a)    in the opinion of the Issuing Entity, the Contractor has not arranged the
             Financing in accordance with the Objectives, the Issuing Entity's
             instructions or the terms and conditions of this Agreement; and

      (b)    the Issuing Entity decides in its sole discretion that the Financing should
             proceed on a basis different from that contemplated by the Objectives or
             not at all, in which event the Contractor shall be remunerated in
             accordance with section 4.01 and 4.02 to the date of termination.

12.04 Articles 8, 10 and 11 shall survive the termination of this Agreement.


                                      ARTICLE 13

COMPLIANCE WITH LAWS

13.01 The Issuing Entity and the Contractor shall comply with all applicable securities
      and other laws, regulations, policies, blanket rulings and prescribed forms of
      each applicable provincial or other jurisdiction in which it contacts a financial
      institution in marketing the Financing.


                                      ARTICLE 14

NOTICE

14.01 Any demand, notice or other document required or permitted to be given, made
      or delivered under this Agreement by any party, shall be deemed to have been
      given, made or delivered, as the case may be, if:

      (a)    personally delivered to the party named below; or
                                            - 14 -


       (b)    sent by fax to the party to whom it is intended to the number set out below:
              (i)    if to the Contractor, then:

                     [insert name and address]
                     Fax: [insert fax number]

              (ii)   if to the Issuing Entity, then:

                     [insert name and address]
                     Fax: [insert fax number]

       (c)    if sent by courier, to the address of the party named above.

14.02 Any demand, notice or other document delivered personally, by courier or by fax,
      shall be deemed to have been received on the date of delivery. Notices,
      demands or other documents required or permitted to be given, made or
      delivered under this Agreement shall not be sent by mail.


                                        ARTICLE 15

MISCELLANEOUS

15.01 Nothing in this Agreement shall be construed as binding the Issuing Entity to use
      the services of the Contractor, an Institution, or their advisors, should a financing
      of a similar nature to the Financing be contemplated at any time in the future.

15.02 This Agreement and all of its provisions shall be binding upon the parties, their
      administrators, successors and permitted assigns.

15.03 This Agreement or any part of it shall not be assigned or subcontracted by either
      party without the prior express written consent of the other party except the
      Issuing Entity may assign or subcontract this Agreement or any part of it to any
      other entity owned or controlled by the Issuing Entity [add "or the Province" if
      the Issuing Entity is not the Province] by giving written notice to the
      Contractor.

15.04 Time will be of the essence of this Agreement and no extension of any time
      period established in or under this Agreement shall operate as a waiver of this
      provision.

15.05 The waiver by any party of strict observance or performance of any term of this
      Agreement or of any breach thereof by the other party shall not be held or
      deemed to be a waiver of any subsequent failure to observe or perform the same
      or any other term of this Agreement or of any breach thereof on the part of that
      other party.
                                         - 15 -



15.06 This Agreement will be governed by and construed and interpreted in
      accordance with the laws of the Province of British Columbia.

15.07 This Agreement does not constitute the parties as a partnership, joint venture or
      similar relationship. Neither party shall have the power to obligate or bind the
      other party in contract, tort or otherwise except as expressly provided in this
      Agreement.

15.08 Except as otherwise specified, this Agreement contains the entire understanding
      between the parties relating to the subject matter of this Agreement and
      supersedes all prior oral and written understandings, arrangements and
      agreements relating to that subject matter.

15.09 Any amendment to this Agreement shall be in writing and executed by the
      parties.

15.10 The rights, powers and remedies of the parties under this Agreement are not
      intended to be exclusive and each will be cumulative and in addition to and not in
      substitution for every other right, power and remedy existing or available to the
      parties under this Agreement, any other agreement, at law or in equity and the
      exercise by a party of any right, power or remedy will not preclude the
      simultaneous or later exercise by that party of any other right, power or remedy.

15.11 If any provision of this Agreement or the application thereof   to any person or
      circumstance is invalid or unenforceable to any extent, the     remainder of this
      Agreement and the application of such provision to any           other person or
      circumstance will not be affected or impaired thereby and       will be valid and
      enforceable to the extent permitted by law.

15.12 Each of the parties will, upon the reasonable request of any other party, make,
      do, execute or cause to be made, done or executed all further and other lawful
      acts, deeds, things, devices, documents, instruments and assurances whatever
      for the better or more perfect and absolute performance of the terms and
      conditions of this Agreement.


                                     ARTICLE 16

INTERPRETATION

16.01 A reference in this Agreement to a statute, whether or not that statute has been
      defined, means a statute of the Province of British Columbia unless otherwise
      stated and includes every amendment to it and any enactment passed in
      substitution for it.
                                          - 16 -


16.02 Unless the context otherwise requires;

      (a)    any reference in this Agreement to any article, section, subsection,
             paragraph, subparagraph or schedule by number is a reference to the
             appropriate article, section, subsection, paragraph, subparagraph or
             schedule in this Agreement; and

      (b)    any reference in this Agreement to a subsection, paragraph or
             subparagraph is a reference to the subsection, paragraph or
             subparagraph of the section, subsection or paragraph, as the case may
             be, in which the reference occurs.

16.03 Unless otherwise specified, all dollar amounts expressed in this Agreement refer
      to lawful currency of Canada.

16.04 The headings or captions in this Agreement are inserted for convenience only
      and do not form a part of this Agreement and in no way define, limit, alter or
      enlarge the scope or meaning of any provision of this Agreement.

16.05 In this Agreement, "person" includes a corporation, firm, association and any
      other legal entity and wherever the singular or masculine is used it will be
      construed as if the plural, the feminine or the neuter, and wherever the plural or
      the feminine or the neuter is used it will be construed as the singular or
      masculine, as the case may be, had been used where the context or the parties
      so require.

16.06 A Schedule attached to this Agreement is an integral part of this Agreement as if
      set out at length in the body of this Agreement.

16.07 In this Agreement, the words "including" and "includes", when following any
      general term or statement, are not to be construed as limiting the general term or
      statement to the specific items or matters set forth or to similar items or matters,
      but rather as permitting the general term or statement to refer to all other items or
      matters that could reasonably fall within the broadest possible scope of the
      general term or statement.
                                       - 17 -


                                   ARTICLE 17

COUNTERPARTS

17.01 This Agreement may be signed in as many counterparts as may be necessary,
      each of which so signed shall be deemed to be an original, and such
      counterparts, which may be delivered by fax, together shall constitute one and
      the same instrument and notwithstanding the date of execution shall be deemed
      to have effect from the reference date of this Agreement.


IN WITNESS WHEREOF this Agreement has been executed as of the reference date of
this Agreement.


[Insert Name of Issuing Entity]



Per:


[Insert Name of Contractor]



Per:
                             SCHEDULE "A"

                                 Services

(a)   assist the Issuing Entity with determining key business issues related to
      the Financing, including identifying capital expenditures to be financed,
      [insert any other issues (e.g. operations, governance, ownership)],
      and analytical support and advice on issues requiring negotiated
      resolution with third parties;

(b)   review the Issuing Entity’s financial models in order to generate requisite
      information and projections related to sustaining capital expenditures and
      the impact on the structure, term and amortization of the Financing and
      other key issues, as well as for presentations to the rating agencies and
      investors;

(c)   assist the Issuing Entity with preparation of the Offering Memorandum,
      [specify other key documents such as the trust indenture] and other
      material documents for the Financing;

(d)   assist the Issuing Entity with the production of materials for securing the
      highest rating possible from the relevant rating agencies including
      participating in presentations to those agencies, as required;

(e)   assist the Issuing Entity with the production of materials for presentation to
      provincial agencies, as required;

(f)   if requested by the Issuing Entity, market the Financing opportunity to
      institutional investors following a marketing plan approved in advance by
      the Issuing Entity with a view to placing securities on an agency or an
      underwritten basis;

(g)   employ a competitive process to solicit the most aggressive proposals
      from Institutions;

(h)   assist the Issuing Entity negotiate pricing and terms with the selected
      Institution or Institutions;

(i)   prepare a report for review by the Issuing Entity to support a
      recommendation for proceeding to transact the Financing with the
      selected Institution or Institutions;

(j)   with approval of the Issuing Entity, use best efforts to secure a funding
      commitment to the Financing;
                                    -2-


(k)   assist the Issuing Entity in arranging for the closing of the Financing
      including building the order book and determining the final pricing and
      size;

(l)   support the Financing in the secondary market;

(m)   if requested by the Issuing Entity, propose terms for underwriting the
      Financing subject to the following pre-conditions:

      (i)     pre-marketing,

      (ii)    approval by the Contractor’s liability committee,

      (iii)   satisfaction of the Contractor with the credit rating, due diligence
              documentation and approvals, and

      (iv)    execution of an underwriting agreement.
SCHEDULE “B”

Allowable Rates

								
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