EXHIBIT 10.154
[NEPAL ELECTRICITY AUTHORITY LETTERHEAD]
International Finance Corporation
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Washington, D.C. 20433
U.S.A.
DEG-Deutsche Investitions-und
Entwicklungsgesellschaft mbH
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Wilmington Trust Company
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U.S.A.
December 9, 1997
RE: Upper Bhote Koshi Hydroelectric Project
Ladies and Gentlemen:
Reference is hereby made to that certain letter agreement
(the "Letter") dated May 25, 1997 by and among Nepal Electricity
Authority ("NEA"), International Finance Corporation ("FIC") and
Wilmington Trust Company, as Trustee and acknowledged and agreed
to by Bhote Koshi Power Company Private Limited ("BKPC").
Capitalized terms used herein, unless otherwise defined
herein, shall have their respective meanings as set forth in the
Letter.
Pursuant to such Letter, NEA, among other things,
acknowledges and consents to the assignment by BKPC of the
Assigned Agreement, including, without limitation, the right to
receive all amounts payable under the Assigned Agreement by NEA,
to Wilmington Trust Company, as Trustee for the benefit of IFC.
DEG-Deutsche Investitions-und Entwicklungsgesellschaft MbH
("▇▇▇") has agreed, pursuant to that certain DEG-Investment
Agreement to be entered into between DEG and BKPC (the "DEG
Investment Agreement") to make loans in the aggregate principal
amount of up to Twenty-two million Deutche Marks to BKPC for the
purpose of financing a portion of the costs of construction of
BKPC's hydroelectric power facility in the Sindhupalchok District
of Nepal (the "Project").
In furtherance of the financing of the Project, NEA hereby
agrees as follows:
1. DEG shall be deemed to be a "Lender" providing
financing to BKPC in connection with the Project and shall be
entitled to all rights and benefits as a Lender under the Letter.
All references to IFC in the letter shall be deemed to include
DEG.
2. All references to "financing documents" and "security
documents" in the Letter shall be deemed to include the DEG
Investment Agreement and alal loan and security documents
executed in connection therewith.
3. ▇▇▇, on behalf of itself, shall be entitled to deliver
to NEA any and all notices that IFC, on behalf of itself, may be
entitled to deliver pursuant to the Letter and NEA to recognize
and accept any such notices.
4. THIS LETTER SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE KINGDOM OF NEPAL WITHOUT REGARD
TO THE PRINCIPLES OF CONFLICTS OF LAWS.
5. NEA acknowledges and agrees that the activities
contemplated by this letter are commercial in nature rather than
governmental or public, and therefore acknowledges and agrees
that the right of immunity does not and will not arise with
respect to such activities or in any legal action or proceeding
arising out of or relating to this letter in respect of itself
and its properties.
6. NEA hereby irrevocably agrees that any suit, action or
proceeding arising out of or relating to this letter may be
instituted in the United States of America in any Federal or
State Court sitting in the State of New York, and NEA irrevocably
waives, to the fullest extent permitted by applicable law, any
objection which it may now or hereafter have to the laying of
this venue or the jurisdiction or the convenience of the forum of
any such suit, action, or proceeding an dirrevocably submits
generally and unconditionally to the jurisdiction of any such
court, in any such suit, action, or proceeding. NEA designates
and appoints for the term of this letter, Nepal's Permanent
Mission to the United Nations, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇
▇▇▇▇, ▇.▇. 10017, Telephone (▇▇▇) ▇▇▇-▇▇▇▇. Fax: (202) 953-
2038 as its authorized agents to accept, receive, and acknowledge
for and on behalf of it and its property service of any and all
process which may be served in any suit, action, or proceeding of
the type referred to above in the State of New York. NEA
irrevocably agrees that any summons and complaint served on its
agent shall be in the English language. Nothing herein shall
affect the right of any party hereto to commence legal
proceedings in Nepal or, to the extent permitted by the laws of
Nepal, in any other jurisdiction.
7. NEA acknowledges and agrees that Wilmington Trust
Company will act as the Trustee for the benefit of both IFC and
DEG.
8. NEA confirms the representation and warranties made in
paragraph 11 of this Letter as if made as of the date hereof,
which representation and warranties are incorporated by reference
herein, to and for the benefit of each of the Trustee, IFC and
DEG, as if fully set forth herein.
9. This letter shall terminate and have no further effect
after the date on which all amounts payable by BKPC to IFC and
DEG under the lender documents shall have been paid in full, and
the Trustee shall have provided notice thereof to NEA, which
notice the Trustee shall provide within (30) days following
payment in full of all such amounts to IFC and DEG under such
financing documents.
10. NEA acknowledges that this letter is for your benefit
and for the benefit of your respective transferees, successors
and assigns, and any participant in the IFC loans to BKPC, each
of which may rely on this letter as though addressed to such
person on the date hereof.
Very truly yours,
NEPAL ELECTRICITY AUTHORITY
By: _________________________
Name: ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Managing Director
Accepted:
BHOTE KOSHI POWER COMPANY PRIVATE LIMITED
By: __________________________
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Executive Vice President
INTERNATIONAL FINANCE CORPORATION, as Lender
By: __________________________
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Authorized Signatory
DEG-DEUTSCHE INVESTITIONS-UND ENTWICKLUNGSGESELLSCHAFT mbh
By: __________________________
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Authorized Signatory
WILMINGTON TRUST COMPANY, not in its individual capacity but
solely in its capacity as Trustee
By: __________________________
Name:
Title: Authorized Signatory
Acknowledge, agreed and the undersigned further represents that
it is not in default under any way material covenant or
obligation under this letter or under the Assigned Agreement and
no such default has occurred prior to the date hereof.
BHOTE KOSHI POWER COMPANY PRIVATE LIMITED
By: __________________________
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Executive Vice President
