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Project Finance & Secured Lending Project Finance and Secured Lending Project Client Description of project and involvement by MLG/DFDL Mekong and lawyers working with DFDL Mekong   Colony Adviser and Fairmount. Financing and Re-financing of Raffles Hotel in Cambodia Colony Adviser and Fairmount. Advised client and document secured financing of Raffles Hotels in Siem Reap and Phnom Penh. Draft all local legal agreements. Financing of 60 MW IPP in Phnom Penh IFC, Opic, Korean Exim Bank Project Value: US$90 Million Provide full scope of advice related to project as lead local project counsel, including Government payment guarantees, passage of law enforcing NY Convention, Implementation Agreement, Power Purchasing Agreement, Fuel Supply Agreement, Construction Agreement and related documents. Financing Expansion of telecommunication Credit Lyonnaise, Singapore Branch Project value: US$20 Million Provide of legal opinion on the legality and security of the loan facility under Cambodian law and practice. Provide legal documentation required for the implementation of the facility, including Share Pledge Agreement; and Conditional Assignment Share Agreements. Debt Restructure of Cambodian Assets of Major Regional Conglomerate Credit Lyonnaise and other Creditors Project value: US$250 Million Debt restructure involved transfer of shares in Cambodian companies to reduce the debt, as well as grant of security interests in various Cambodian assets. We draft all local law documents and advised on all aspects of the restructure in Cambodia. Financing of Expansion of Soy Milk Factory MPDF/Hagar Soya Ltd Project value. US$1.3 Million Restructure business, form new entity, draft shareholders agreement, advised on all aspects of equity and debt financing. Draft various security documents. Super Luxury Boutique Hotel in Siem Reap, Cambodia International Finance Corporation Project value: US$2 Million Advised client and document secured financing of hotel project in Siem Reap. Restructure investment company. Draft all local legal agreements. Financing of 4 Star Hotel Project in Siem Reap DEG Project value: US$10 Million. Provision of legal opinion on the legality and security of the loan facility under Cambodian law and practice. Provide legal documentation required for the implementation of the facility which included documents such as: - Share Pledge Agreement; - Conditional Assignment of Share Agreement; and - Corporate and Personal Guarantee Loan Facilities First Commercial Bank (Phnom Penh Branch) Project value: (US$100,000 to $15 Million each) Provide secured loan documents in Khmer and English language. Assessment of the legality of the documentation provided by the borrower (individual person and/or corporate). Verification and registration of mortgages at the relevant Land Office. Equity and Debt Financing of Transformation of Microfinance institution to Commercial Bank IFC, DEG, TRIODOS, FMO and ACLEDA BANK Project value: US$25 Million project Lead Project Counsel for conversion of micro finance institution into a rural development bank. Advise on all aspects, including banking laws and regulation, Business purchase Agreement, shareholder and director liability asset transfer Project Finance Overseas Chinese Banking Corporation Project value: US$3,000,000 Provide legal opinion on offshore loan facility to borrower in Cambodia. Air Traffic Control System - Project Finance Import Export Bank of Thailand Project value: US$15 Million Provision of legal opinion on all aspect of laws on the proposed offshore loan facility. Provide legal documentation required for the implementation of the facility which included documents such as: - Share Pledge Agreement; and - Conditional Assignment of Share Agreement.   Project Finance and Secured Lending (Laos) Coming soon...   Project Finance and Secured Lending (Myanmar) Coming soon...   Project Finance and Secured Lending (Vietnam) Project Client Description of project and involvement by MLG/DFDL Mekong and lawyers working with DFDL Mekong   ASEM Governance World Bank Bank Governance Advising the State Bank of Vietnam (“SBV”) on the review and improvement of corporate governance practices of commercial banks (State-owned, joint stock and foreign banks) licensed to operate in Vietnam. Responsible for reviewing existing corporate governance practices and Vietnamese regulatory framework on bank governance; drafting a decree which will replace the current Decree 49 on management of commercial banks in Vietnam; and providing training on bank governance (2005-2006). Vietcombank World Bank Restructuring of Vietcombank Advising the Bank for Foreign Trade of Vietnam (“Vietcombank”) on its restructuring plan anticipating privatization. Responsible for designing organizational reform options; drafting a charter, sample pledge and mortgage contracts, byelaws, lending regulation and regulation on internal audit (2005). French developers -Financial Restructuring   The Sponsor Financial restructuring Advising a French company on the financial restructuring of their several five-star hotels in Vietnam, including the revision of 5 facility agreements and security packages which are executed with a State-owned Bank in Vietnam (2003). French Finance Company - Operational Financing The Lender Operational Financing Advising a French finance company on granting finance to a Vietnamese entity (a loan of more than US$10 million). Responsible for reviewing the facility agreement; assisting in negotiations with the borrower on the required Pre-Conditions; checking the completion of Pre-Conditions; and issuing legal opinions (2003-2004). Bank Governance World Bank Banking Governance - Drafting of a Manual Handbook on Boardroom Practices for Joint Stock Commercial Banks (“JSB”) Advising the SBV on the application of international bank governance practices to Vietnamese commercial banks. Responsible for drafting a Manual Handbook on Modern Boardroom Practices for Joint-stock Commercial Banks in Vietnam and providing relevant training (2002). Bank Governance Asian Development Bank Corporatisation and Corporate Governance for equitized State-Owned Enterprises (“SoEs”) Advising the SBV, Steering Committee for Economic Reform and the State Securities Commission on a project for the improvement of corporate governance practices for equitized SoEs and JSBs. Responsible for developing a Code of Best Practice in Corporate Governance for Vietnam and a model Charter for joint-stock companies and JSBs; and providing extensive advising and training to senior management, CEO and members of board of directors of banks on the model Charter and best practices in corporate governance and, role and duties of members of board of directors (2001 - 2002). Bank Restructuring World Bank Restructuring of Commercial Banks Advising the SBV on the restructuring of the banking sector, Vietnam. Responsible for providing advising the SBV on the reorganization of State-owned Commercial Banks and JSBs and for the creation of an assets management company (2000). Hanoi International Hospital French Investing Group Acquisition of shares Advising the Group on purchase of shares held by Australian partner in the international hospital joint venture company. Responsible for advising on legal structure for the acquisition; preparing a due diligence report on the status of the joint venture company; and preparing a share sale agreement (1999-2000).   Project Finance and Secured Lending (Thailand) Coming soon...