Attached files
| file | filename |
|---|---|
| 10-K - HNO International, Inc. | v211066_10k.htm |
| EX-14.01 - HNO International, Inc. | v211066_ex14-01.htm |
| EX-10.11 - HNO International, Inc. | v211066_ex10-11.htm |
| EX-31.01 - HNO International, Inc. | v211066_ex31-01.htm |
| EX-32.02 - HNO International, Inc. | v211066_ex32-02.htm |
| EX-32.01 - HNO International, Inc. | v211066_ex32-01.htm |
| EX-10.23 - HNO International, Inc. | v211066_ex10-23.htm |
| EX-99.01 - HNO International, Inc. | v211066_ex99-01.htm |
| EX-10.16 - HNO International, Inc. | v211066_ex10-16.htm |
| EX-10.24 - HNO International, Inc. | v211066_ex10-24.htm |
| EX-10.26 - HNO International, Inc. | v211066_ex10-26.htm |
| EX-10.04 - HNO International, Inc. | v211066_ex10-04.htm |
| EX-10.18 - HNO International, Inc. | v211066_ex10-18.htm |
| EX-10.25 - HNO International, Inc. | v211066_ex10-25.htm |
| EX-10.06 - HNO International, Inc. | v211066_ex10-06.htm |
| EX-31.02 - HNO International, Inc. | v211066_ex31-02.htm |
| EX-10.19 - HNO International, Inc. | v211066_ex10-19.htm |
MEMORANDUM
OF AGREEMENT
Is
entered into between
CLENERGEN PHILIPPINES CORPORATION,
a Philippine corporation organized under Philippine laws with office
address at Unit 311, The Annex, No. 24 Gen. Araneta Street, San Antonio Village,
Pasig City, Philippines, herein represented by its President, MR. ANTONIO A. GIMENEZ and
herein referred to as “CLENERGEN”.
and
NATIONAL POWER CORPORATION, a
Philippine government owned and controlled corporation organized and existing
under and by virtue of the laws of the Philippines, with principal office
address at Quezon Avenue corner BIR Road, Diliman, Quezon City, 1100
Philippines, herein represented by its President, MR. FROILAN A. TAMPINCO and
hereinafter referred to as “NPC”;
On the
basis of the following premises
Whereas, Clenergen signed
a Memorandum of Agreement dated December 28, 2009 with National Power
Corporation to undertake the feasibility studies for off-grid areas
covering Romblon Islands, Kalinga and Apayao under a
Build-Operate-Own System;
Whereas, Clenergen
projects that in the medium and long term, these designated
areas will require a consolidated power need of 10
MW with the Romblon cluster of islands needing at least 5
MW in the medium term; Kalinga, 1.5MW; and the balance for Palawan
off-grid areas and others to be mutually decided upon between Clenergen and
NPC;
Whereas, the NPC recognizes
that the projects relative to the 10MW power needs are in pursuance of NPC’s
off-grid power development plan and in the context of the Public-Private
Partnership (PPP) program of the government which aims to accelerate
development, financing, construction and operation of key infrastructure
projects and wherein, the government is willing to protect investors from
certain regulatory risks events and provide pertinent incentives, provided,
however, the projects undergo competitive bidding;
Whereas, Clenergen in pursuit
of said projects, will consolidate the financial requirements of said areas
under a 10MW consolidated power delivery plan and will tap immediately
the global financial markets to take advantage of strong interests in
alternative energies from both institutional and private capital
investors;
1
Whereas, in pursuing such
capital markets, NPC and Clenergen have agreed to conclude,
under a separate agreement and subject to existing laws, rules and
regulations, a 10 MW Consolidated Power Purchase Agreement against
which foreign capital will be generated;
Whereas, to make the
investment to said SPUG areas attractive and as part of the Consolidated PPA,
NPC will agree to provide and warrant sovereign risks cover under such agreement
as a safety net to investors in coordination with, and subject to the approval
of, appropriate government agencies;
Whereas, it is the intent of
Clenergen to have said funds consolidated and drawn against individual Power
Purchase Agreements as they are concluded and executed;
Whereas, Clenergen, in
submitting this proposal, has started to receive expressed capital commitments
for the Romblon initiative and a Clenergen – NPC Consolidated PPA will
facilitate these commitments, and that Clenergen will commit to the soonest
completion of the Feasibility Study, together with the National Power
Corporation, for said feasibility study to be endorsed by the Department of
Energy for consideration under the PPP Framework;
Whereas, this
direction is consistent with the new government direction calling for
a joint government-private sector partnership in the power infrastructure area
and encourages the Philippine government to create new vehicles of partnership
with the private sector to induce fresh capital in the power
sector;
Now,
therefore, for
and in consideration of the foregoing premises, NPC and Clenergen have
agreed as follows
Article
1 - Execution
Both
sides shall utilize the Joint Technical Working Group (JTWG) under the existing
NPC-Clenergen MOA to organize the detailed terms of reference
of this proposal. Both sides agree to come up with an execution plan
within 15 days from the signing of this Agreement.
For
purposes of this Agreement:
|
a)
|
Clenergen
shall raise competitive foreign capital to finance its 10MW
mandated power generation program with NPC under
BOO;
|
|
b)
|
Said Funds
shall be generated against a consolidated Power
Purchase Agreement between NPC and
Clenergen;
|
2
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c)
|
Said Funds
shall be generated in advance, shall
be operated as
a
standby, revolving funds, and shall be tapped as projects mature
and ready for commercialization under the Consolidated
PPA;
|
|
d)
|
Said
Funds shall be secured by NPC, subject to the approval of the appropriate
government agencies, against political risks and provided with sovereign
warranties as a safety net for investors’
protection.
|
|
e)
|
Said
Funds will be organized and managed by
Clenergen in support of its BOO commitment under NPC’s
SPUG.
|
Article
2 - Role of Parties
To
facilitate the work on both sides, the responsibilities have been divided as
follows:
|
a)
|
Role of
Clenergen
|
|
1)
|
Take
the lead in submitting proposed Consolidated Power Purchase Agreement to
NPC covering a 10 MW program within 90 days from signing of this
MOA;
|
|
2)
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Submit
the detailed financial and management plan for consideration by NPC and in
coordination with other relevant Philippine government
agencies;
|
|
3)
|
Be
responsible for organizing financial instruments to raise
capital for this program;
|
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4)
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In
coordination with NPC, organize market-driven activities to
promote funding including relevant foreign road shows to generate capital
and interests on the SPUG
projects;
|
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5)
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Develop financial
models to validate project assumptions and ensure
sustainability;
|
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6)
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Ensure
competitiveness of capital generated for this
project;
|
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7)
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Submit
regular reports on the status of the
program;
|
|
8)
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Undertake
such tasks as necessary to facilitate this
program
|
|
b)
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Role of
NPC
|
|
1)
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Conclude
with Clenergen the a Consolidated Power Purchase Agreement, within a
reasonable amount of time after the receipt of the proposed Consolidated
PPA from Clenergen as provided in Article 2, Section a(1) above and
subject to ERC approval,;
|
|
2)
|
Promote,
coordinate and secure the necessary approvals for the Agreement among
relevant Philippine government
agencies;
|
|
3)
|
Provide
relevant technical, financial, logistical and administrative information
as necessary to facilitate the
project;
|
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4)
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Create
a dedicated financial team within NPC to facilitate and monitor the
project, as necessary;
|
3
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5)
|
Participate
in the promotional aspects of the project including Investor
Road Shows created for this
purpose;
|
|
6)
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Facilitate
and conclude political and sovereign risk cover under an
expressed agreement for this
purpose;
|
|
7)
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Use
the JTWG as continuing project development forum between NPC and
Clenergen;
|
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8)
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Undertake
such tasks as necessary to promote the
project.
|
Article
3 - Non Disclosure Agreement
The
previously agreed Non-Disclosure Agreement signed December 28, 2009 forms part
of this Agreement.
Article
4 - Settlement of Disputes
The
Parties shall settle their differences amicably in the interest of the
project. In case the Parties cannot settle their differences
amicably, the Parties will pursue Arbitration procedure and related governing
laws of the Philippines. Arbitration venue shall be in the
Philippines.
Article
5 - Special Efforts
The Parties shall take
special efforts, using their respective resources, to give this agreement
special priority and attention including observance of timelines to facilitate
the objectives of this MOA. Likewise, both parties shall consider,
towards the long term scenario, the partnering arrangement through the
Public-Private Partnership Guidelines of the Philippine government and to
prepare business plans
required
under this
program.
Article
6 – Additional Agreements
The
Parties shall enter into relevant agreements in pursuance of this MOA but in the
context of this agreement.
Article
5 - Effectivity
This
MOA shall take effect upon signing hereof and shall continue to be in
effect for one (1) year, unless terminated by either Party upon ten (10) days
written notice to the other.
4
Signed 7th day of
December 2010
|
CLENERGEN
PHILIPPINES CORPORATION
|
NATIONAL
POWER CORPORATION
|
||
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By:
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By:
|
||
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/s/Antonio A. Gimenez
|
/s/Froilan A. Tampinco
|
||
|
ANTONIO
A. GIMENEZ
|
FROILAN
A. TAMPINCO
|
||
|
President
|
President
|
||
WITNESSED
BY
|
/s/Miguel
Patolot
|
MIGUEL
PATOLOT
Non
Executive Chairman
Clenergen
Philippines Corporation
|
/s/Mark LM
Quinn
|
MARK
LM QUINN
Executive
Chairman
Clenergen
Corporation US
ACKNOWLEDGMENT
|
Republic of the Philippine
|
)
|
|
City of _________________
|
) S.S.
|
BEFORE ME, a Notary Public in and for
City of ______________, Philippines, this ____________ 2010, personally
appeared:
|
Name
|
Identification Document
Presented
|
Date and Place of Issue
|
|
ANTONIO
A. GIMENEZ
|
||
|
FROILAN
A. TAMPINCO
|
known to
me and to me known to be the same person who executed the foregoing Memorandum
of Agreement and acknowledged to me that the same is his free and voluntary act
and deed as well as that of the Corporation he represents.
This
Memorandum of Agreement consists of six (6) pages including this page on which
the Acknowledgment is written, signed by the parties and their instrumental
witnesses on the signature page, and sealed with my notarial
seal.
IN TESTIMONY WHEREOF, I have hereunto
set my hand and affixed my notarial seal on the date and at the place first
above written.
|
NOTARY
PUBLIC
|
|
|
Until
December 31, 20__
|
|
|
PTR
NO. ______________
|
Doc. No.
_______;
Page No.
_______;
Book No.
_______;
Series of
2010.
5