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INTERBANK EXPORT LOAN AGREEMENT, 대출 계약서, 영문계약서 본문
INTERBANK EXPORT LOAN AGREEMENT
Between
[Name of the Borrower]
as Borrower
and
THE EXPORT-IMPORT BANK OF KOREA
as Lender
dated as of [·] , 20[·]
CONTENTS
Section Page
Section 1. Definitions and Interpretation ····················································· 1
Section 2. The Line of Credit ····································································5
Section 3. Eligible Transaction and Loan ···················································· 6
Section 4. Interest; Default Interest, Etc. ····················································· 6
Section 5. Conditions Precedent ······························································· 9
Section 6. Disbursement ······································································ 10
Section 7. Repayment and Prepayment ····················································· 13
Section 8. Place of Payment, etc. ···························································· 14
Section 9. Representations and Warranties ················································· 15
Section 10. Covenants ········································································· 17
Section 11. Events of Default ································································· 18
Section 12. Governing Law, Jurisdiction, and Process Agent ···························· 21
Section 13. Miscellaneous ···································································· 22
Exhibit A LOAN APPLICATION ··························································· 26
Exhibit B LOAN APPROVAL ······························································· 28
Exhibit C REQUEST FOR DISBURSEMENT ··········································· 30
Exhibit D CERTIFICATE OF AUTHORITY ·············································· 31
Exhibit E OPINION OF COUNSEL TO THE BORROWER ··························· 32
Exhibit F ACCEPTANCE LETTER OF PROCESS AGENT ··························· 35
INTERBANK EXPORT LOAN AGREEMENT
THIS INTERBANK EXPORT LOAN AGREEMENT (the "Agreement") made and entered into as of the [•] day of [•] , 20[•] by and between :
[Name of the Borrower] (the "Borrower"), a financial institution duly organized and existing under the laws of [Borrower’s Country] with its registered head office at [•] and;
The Export-Import Bank of Korea (the "Eximbank"), a bank duly organized and existing under the Export-Import Bank of Korea Act of the Republic of Korea with its registered head office at 16-1 Yoido-dong, Youngdungpo-gu, Seoul, Korea
WHEREAS, the Borrower has requested the Eximbank to extend to the Borrower a long-term line of credit in the maximum amount of [•] United States Dollars (US$ [•]) for the Borrower to finance the purchase by the Purchaser (as defined in Subsection 1.1) of the Goods and Services (as defined in Subsection 1.1) and subject to the terms and conditions of this Agreement, the Eximbank has agreed to extend the requested line of credit to the Borrower.
NOW, THEREFORE, the Borrower and the Eximbank agree as follows:
Section 1. Definitions and Interpretation
1.1 Definitions. The following terms, unless the context otherwise requires, have the meanings set forth below whenever used in this Agreement including the Exhibits hereto:
"Availability Period" means the period commencing on the date hereof and terminating on the earlier of (i) [•], 20[•] ([Twenty-four (24) months] from the date hereof) or such later date as may be agreed upon between the Borrower and the Eximbank and (ii) the date on which the Line of Credit is cancelled in accordance with the terms and conditions of this Agreement.
"Banking Day" means a day on which banks are open for business in New York.
"Commitment Fee" means the commitment fee payable by the Borrower to the Eximbank in accordance with Subsection 4.6.
"Contract" means a contract (to be) made between the Supplier and the Purchaser for the purchase of the Goods and Services..
“Default Interest” means the default interest payable by the Borrower to the Eximbank in accordance with Subsection 4.5.
"Disbursement" means each disbursement of a Loan made in accordance with the provisions of this Agreement or the principal amount of such disbursement, as the context may require.
“Disbursement Documents” means with respect to each Disbursement, the copy of the commercial invoice, bill of lading and/or statement of performance, which the Supplier is required to submit to, or receive from, the Purchaser in order to obtain payment under the Contract.
“Disbursement Period” means the period set forth in Subsection 6.1.
"Eligible Transaction" means the transaction which is appropriate to be financed under the Line of Credit and satisfies the conditions set forth in Subsection 3.1.
"Event of Default" means any of the events specified in Subsection 11.1
"Exposure Fee" means the exposure fee payable by the Borrower to the Eximbank in accordance with Subsection 4.7.
"Goods and Services" means (i) the goods which are of Korean origin or manufacture and/or services rendered by Korean Person, purchased by the Purchaser from the Supplier and payment for which are financed by the Line of Credit and (ii) in case the transaction includes the goods manufactured in or shipped from countries other than Korea and/or the services rendered by one other than Korean Person, such goods and/or services for which the Eximbank gives prior written consent to be financed under the Line of Credit.
“Indebtedness” means any obligation for the payment or repayment of money, whether present or future.
"Interest Period" means each period ascertained in accordance with Subsection 4.3.
"Interest Rate" means the interest rate applicable to the Loan disbursed and shall be ascertained in accordance with Subsection 4.1.
"Korea" means the Republic of Korea.
"Line of Credit" means the long-term interbank export line of credit to be made available in favor of the Borrower under this Agreement to be utilized for the Borrower to finance purchase by the Purchaser of the Goods and Services
"Loan" means (i) the aggregate principal amount approved by the Eximbank for each Eligible Transaction or, as the case may be, (ii) the aggregate principal amount advanced for each Eligible Transaction and outstanding from time to time.
"Loan Application" means a written application duly completed by the Borrower in the form of Exhibit A, to facilitate the Line of Credit for each Eligible Transaction.
"Loan Approval" means a written approval by the Eximbank of the Loan Application, in the form of Exhibit B, by which the Eximbank approves a Loan for each Eligible Transaction.
“Person” means any individual, corporation, partnership, association, joint stock company, trust, unincorporated organization, government, any agency or political subdivision thereof (in each case whether or not having a separate, legal personality or any two or more of the foregoing)
“Potential Event of Default” means any event or circumstances which would, with giving of notice, lapse of time, the making of a determination or any combination thereof, become an Event of Default.
"Process Agent" means the Person who has been appointed by the Borrower as its agent in accordance with Subsection 12.3 and accepted the appointment.
"Purchaser" means a buyer who purchases the Goods and Services from the Supplier.
"Repayment Date" means each of the consecutive dates occurring semi-annually from and including the date which shall occur after [•] months from the earlier of (i) the date of the last Disbursement of each Loan and (ii) the last date of Disbursement Period determined in accordance with Subsection 6.1.
"Repayment Period" means the period from the earlier of (i) the date of the last Disbursement of each Loan and (ii) the last date of the Disbursement Period to the date designated as the final repayment date of the Loan in the Loan Approval of the each Eligible Transaction.
"Request for Disbursement" means a written request of the Borrower, in the form of Exhibit C, to disburse all or a part of a Loan.
"Supplier" means a supplier of the Goods and Services.
“Tax” means all taxes of every kind, charges (including stamp charges) and withholdings, levies, imposts, duties, fees, and deductions, which are at the date of execution of this Agreement or thereafter imposed, levied, collected, withheld or assessed by any government, subdivision, or other taxing jurisdiction or authority (other than taxing jurisdiction or authority of or in Korea), together with all interest, additions to tax, penalties and similar add-ons payable with respect thereto.
"U.S. Dollars" or "US$" means the lawful currency of the United States of America from time to time.
1.2 Interpretation.
(a) In this Agreement:
(i) The table of contents and the headings of Sections and Subsections are inserted for convenience of reference only and shall have no effect on the interpretation of any provision of this Agreement.
(ii) References to an Section, Subsection or Exhibit will be construed as references to an Section, Subsection or Exhibit of this Agreement.
(iii) References to agreements, contracts or documents are to such agreements, contracts or documents as the same may be amended, varied, novated or supplemented from time to time.
(iv) Words indicating the singular will include the plural and vice versa where the context requires.
(v) Reference to a number of days shall refer to a calendar day unless Banking Day is otherwise specified.
(b) No provision of this Agreement shall be interpreted for or against any party herein by reason that said party or its legal representative drafted all or any portion hereof.
(c) The Exhibits shall form an integral part hereof.
2.1 Amount. Subject to the provisions of this Agreement, the Eximbank hereby establishes the Line of Credit in the amount of [•] U.S. Dollars (US$ [•]) in favor of the Borrower.
2.2 Revolving Line of Credit. The Borrower may borrow, prepay or repay, and re-borrow Loans from the Line of Credit in accordance with this Agreement during the Availability Period, unless the aggregate of (i) the Loans approved and not disbursed and (ii) the Loans disbursed and outstanding exceed the amount of the Line of Credit specified in Subsection 2.1.
2.3 Purpose. The proceeds of the Loan shall be used exclusively for financing the purchase of the Goods and Services by the Purchaser from the Supplier.
2.4 Termination of the Line of Credit. The Line of Credit shall be available only for the Availability Period. No Loan Application will be approved by the Eximbank after the last day of the Availability Period, unless the Eximbank consents in writing to extend it.
Section 3. Eligible Transaction and Loan
3.1 Eligible Transaction. Any transaction to be financed by the Line of Credit shall, unless otherwise expressly agreed by the Eximbank, satisfy the following conditions:
(a) The Purchaser shall purchase Goods and Services from the Supplier.
(b) Prior to shipment of Goods and/or rendering of Services, the Supplier shall receive from the Purchaser an advance payment (the "Advance Payment") of at least fifteen percent (15%) of the contract price of the Goods and Services, exclusive of any discounts, allowances, rebates, or commissions (the "Contract Price").
3.2 Loan Amount. The amount of the Loan to be approved by the Eximbank for each Eligible Transaction shall not exceed one hundred percent (100%) of the balance of the Contract Price of the Goods and Services after deduction of the Advance Payment.
3.3 Loan Application and Approval. In order for the Borrower to utilize a Loan, the Borrower shall submit a duly executed Loan Application to the Eximbank. If the Eximbank approves the Loan, the Eximbank will notify the Borrower of the Loan Approval.
Section 4. Interest; Default Interest, Etc.
4.1 Interest Rate. The rate of interest applicable under this Agreement shall be Commercial Interest Reference Rates, a fixed rate under the Agreement on Guidelines for Officially Supported Export Credits of the Organization for Economic Cooperation and Development (the “CIRR”), applicable as of the date of the Eximbank's receipt of the Borrower's Loan Application for each Eligible Transaction.
4.2 Interest Payment Date. The Borrower shall pay interest on each Loan advanced and outstanding from time to time in arrears on the last date of each Interest Period ascertained in accordance with Subsection 4.3 with regard to each Loan.
4.3 Interest Periods.
(a) Before the First Repayment Date : The Interest Periods shall be the periods commencing on the date of the initial Disbursement and ending on the date [•] months thereafter and, from then on, the six-month periods shall commence on the last day of the immediately preceding Interest Period. However, the first Interest Period with respect to each Disbursement other than the initial Disbursement shall commence on the date on which such subsequent Disbursement is made and end on the last day of then current Interest Period of the initial Disbursement.
(b) On and After the First Repayment Date : In the event that any Interest Period determined in accordance with paragraph (a) above would otherwise extend beyond the first Repayment Date, such Interest Period shall instead end on the first Repayment Date and, thereafter, the Interest Period shall be the period commencing on the Repayment Date and ending on the immediately subsequent Repayment Date.
(c) Notwithstanding paragraph (b) hereof, the last Interest Period which would otherwise end on a non-Banking Day shall instead end on the next following Banking Day.
4.4 Computation of Interest. The interest shall accrue from and including the respective dates on which Disbursements are made to but excluding the last day of then current Interest Period, and, thereafter, from and including the first day of subsequent Interest Period to but excluding the last day of such Interest Period. The interest shall be computed on the basis of the actual number of days elapsed and a year of three hundred and sixty (360) days.
4.5 Default Interest. If any amount of principal of a Loan, interest thereon, Commitment Fees, Exposure Fees, or other sums to be paid by the Borrower to the Eximbank under this Agreement is not paid in full when due (whether at its stated maturity, by acceleration, or otherwise), the Borrower shall pay default interest on the unpaid amount for the period from and including the date when the said amount was due until but excluding the date when actual payment thereof is made in full at the rate of [•] percent ([•] %) per annum above the Interest Rate of the Loan (the “Default Interest”). The Default Interest shall be computed on the basis of the actual number of days elapsed and a year of three hundred and sixty (360) days.
4.6 Commitment Fee. The Borrower shall pay to the Eximbank a commitment fee of [•] percent ([•] %) per annum (the “Commitment Fee”). The Commitment Fee shall be payable in arrears on each Interest payment date on the daily undisbursed and uncancelled portion of each Loan from time to time outstanding. The Commitment Fee shall begin to accrue from and including the date [•] days from the date of the Loan Approval and shall be computed on the basis of the actual number of days elapsed and a year of three hundred and sixty(360) days.
4.7 Exposure Fee.
(a) The Borrower shall pay to the Eximbank the exposure fee (the “Exposure Fee”) in accordance with this Subsection 4.7. The rate and/or the amount of the Exposure Fee in Paragraph (b) below shall be determined by the Eximbank as of the date of the Eximbank's receipt of the Borrower's Loan Application in consideration of the Disbursement Period, the Repayment Period of the Loan, the Borrower's credit worthiness and the credit risk of the Borrower's country.
(b) The Borrower, in the Loan Application, shall select one method out of the following three as the applicable paying method of the Exposure Fee for each Loan.
(i) Method 1 By partial amount calculated at a certain rate on the principal amount of each Loan disbursed and then outstanding, in arrears, on the last day of each Interest Period of the Loan. Subsections 4.3 and 4.4 shall be applied in calculating such Exposure Fee, mutatis mutandis.
(ii) Method 2 By lump-sum amount calculated at a certain rate on the aggregate amount of the Loan approved, on or prior to the date of the initial Disbursement of each Loan.
(iii) Method 3 By lump-sum amount calculated at a certain rate on the amount of each Disbursement of each Loan, on or prior to the date of each Disbursement.
(c) The Exposure Fee having been paid shall not be refunded for any reason whatsoever.
4.8 Expenses.
(a) The Borrower shall, whether any Disbursement is made or not, reimburse the Eximbank on demand for all reasonable costs, charges, and expenses, including legal fees of counsel and all of out-of-pocket expenses such as translation, accommodation and travel expenses, incurred by the Eximbank in connection with the preparation, execution or amendment of this Agreement.
(b) The Borrower shall reimburse the Eximbank on demand for all reasonable costs and expenses, including but not limited to legal fees of counsel, incurred by the Eximbank (i) in demanding, suing for or seeking to recover any sums due under this Agreement and/or (ii) enforcing, preserving or perfecting any right of the Eximbank under this Agreement from and after the occurrence of an Event of Default or a Potential Event of Default.
(c) The Eximbank shall provide the Borrower with a reasonably detailed statement of costs and expenses to be reimbursed by the Borrower. Such statement shall, in the absence of manifest error, be conclusive evidence as to the amount to be reimbursed to the Eximbank.
Section 5. Conditions Precedent
5.1 Conditions Precedent to the first Loan Approval. Prior to and as conditions precedent to the first Loan Approval hereunder, the following documents and evidence certified by a duly authorized officer of the Borrower as being true, complete, and up-to-date shall have been received by the Eximbank in form and substance satisfactory to the Eximbank:
(a) Articles of Incorporation. A certified copy of the articles of incorporation of the Borrower;
(b) Board Resolutions of the Borrower. Certified copies of the resolutions of the board of directors of the Borrower resolved in accordance with the articles of incorporation of the Borrower and in conformity with applicable legislation and/or regulation authorizing and approving the Borrower to enter into this Agreement;
(c) Certificate of Authority. A certificate of authority substantially in the form of Exhibit D;
(d) Legal Opinion. An opinion of a legal counsel in [Borrower's country] substantially in the form of Exhibit E; and
(e) Acceptance Letter of Process Agent. A letter substantially in the form of Exhibit F as an evidence that the Process Agent specified in Subsection 12.3 has accepted its appointment as an agent of the Borrower for service of process.
5.2 Conditions Precedent to Each Disbursement. As conditions precedent to each Disbursement under each Loan Approval including the initial Disbursement under the first Loan Approval, each of the following conditions shall be satisfied as of the date of each Disbursement:
(a) No Default. Neither an Event of Default nor a Potential Event of Default shall exist as of the date of each Disbursement;
(b) Continuing Representation. All the representations and warranties made by the Borrower in or in connection with this Agreement shall remain true and accurate in all material respects on and as of the date of each Disbursement; and
(c) Continuing Effectiveness. All of the documents, instruments, evidence, contracts, authorizations and actions referred to in this Subsection 5.1 above are in full force and effect as of the date of each Disbursement or, if any change has occurred, the Eximbank has received supplementary evidence and signature with respect thereto in form and substance satisfactory to the Eximbank.
6.1 Disbursement Period. Disbursement under each Loan shall be made within [·] months from the date of the relevant Loan Approval unless the Eximbank consents in writing to extend such period beyond [•] months.
6.2 Disbursement Procedures. Upon the Eximbank's Loan Approval referred to in Subsection 3.3 and satisfaction of all the conditions precedent set forth in Subsection 5.1 and 5.2 above, Disbursement under each Loan Approval shall be made in one of the following procedures.
6.2.1 Letter of Credit Procedure.
(a) An irrevocable letter of credit (the "Letter of Credit") shall be opened by the Borrower or other authorized bank acceptable to the Eximbank, in favor of the Supplier, and shall be advised through the Eximbank. The negotiation under the Letter of Credit shall be restricted to either the Eximbank or a commercial bank located in Korea acceptable to the Eximbank (the "Commercial Bank"). Each Letter of Credit shall be issued in form and substance acceptable to the Eximbank, and shall be subject to the Uniform Customs and Practice for Documentary Credits (1993 Revision, International Chamber of Commerce Publication No. 500 or such later revision as may be adopted by International Chamber of Commerce), and shall bear the following clause :
"This Letter of Credit is issued pursuant to the Eximbank Loan in the amount of [•] United States Dollars (US$ [•] (Loan Number [•]) under the Interbank Export Loan Agreement dated [•] , 20[•] between [Name of the Borrower] and The Export-Import Bank of Korea. The negotiation under this Letter of Credit shall be restricted to either the Eximbank or a commercial bank located in Korea acceptable to the Eximbank."
(b) The Eximbank or the Commercial Bank will make payment to the Supplier upon confirmation that the shipping documents have been received in good order as required for drawing under the Letter of Credit. If payment is made by the Commercial Bank, the Eximbank will reimburse the Commercial Bank upon presentation of the documents required under the Letter of Credit.
6.2.2 Direct Payment Procedure.
(a) The Borrower may request the Eximbank to make a disbursement directly to the Supplier by sending the Request for Disbursement substantially in the form of Exhibit C. The Request for Disbursement under this procedure shall be submitted to the Eximbank by tested telex or by SWIFT within [•] days after the Supplier dispatches relevant shipping documents or Supplier's claim to the Borrower.
(b) Within [•] Banking Days after the receipt by the Eximbank of the Request for Disbursement and the Disbursement Documents in form and substance satisfactory to the Eximbank and in conformity with the requirements of this Agreement, the Eximbank shall pay the requested amount directly to the Supplier, which payment shall constitute a Disbursement hereunder as of the date of such payment.
6.2.3 Reimbursement Procedure.
(a) The Borrower may request the Eximbank to make a Disbursement to the Borrower by sending the Request for Disbursement substantially in the form of Exhibit C. The Request for Disbursement under this procedure shall be submitted to the Eximbank within [•] days after the Borrower or the Purchaser make a payment to the Supplier all or any portion of Contract Price of the Goods and Services which are eligible for financing under this Agreement.
(b) Within [•] Banking Days after the receipt by the Eximbank of the Request for Disbursement, the Disbursement Documents in form and substance satisfactory to the Eximbank and in conformity with the requirements of this Agreement and the evidence of payment related thereto such as acknowledgement of receipt by the Supplier, the Eximbank shall pay the requested amount to the account of the Borrower with a bank designated by the Borrower, which payment shall constitute a Disbursement hereunder as of the date of such payment.
6.3 Binding Effect. Each Disbursement of a Loan under Subsection 6.2 as from the date of such Disbursement shall constitute a legal, valid and binding obligation upon the Borrower, repayable in accordance with the terms of this Agreement.
6.4 Notice of Disbursement. Upon each Disbursement made hereunder, the Eximbank shall notify the Borrower of the date and amount of such Disbursement by sending a notice to the Borrower. Such notice shall, in the absence of any manifest error, be conclusive evidence and binding on the Borrower as to the date and amount of the Disbursement of the Loan concerned.
6.5 No Liability. The Eximbank shall not be liable for any act or omission of the Borrower, the opening bank of the Letter of Credit, the Commercial Bank, the Purchaser, or the Supplier in connection with the issuance or confirmation of, or payments under, any Letter of Credit or Request for Disbursement.
Section 7. Repayment and Prepayment
7.1 Determination of Repayment Period. The Repayment Period for each Loan shall be reasonably determined by the Eximbank in consideration of the characteristics of the transaction such as the size of the Contract Price and the life of the Goods and Services.
7.2 Repayment of Each Loan. The Borrower shall repay each Loan in equal or approximately equal consecutive semi-annual installments on each Repayment Date of the Loan, provided that the last installment shall be in the amount necessary to repay in full the Loan then outstanding. Each such installment shall be due and payable on each Repayment Date.
7.3 Prepayment.
(a) Upon giving not less than [•] days prior written notice to the Eximbank, the Borrower may from time to time prepay all or any portion of a Loan together with all interest accrued to the date of prepayment on the amount prepaid and any other amount then payable under this Agreement.
(b) The amount of any partial prepayment shall be equal to the amount of an installment for repayment of the Loan or an integral multiple thereof. Such prepayment shall be applied to installments of the Loan in the inverse order of maturity.
(c) The Borrower shall, simultaneously with any prepayment made under this Section 7.3, pay a prepayment premium of [•] percent ([•] %) of the amount of principal to be prepaid.
(d) The notice of prepayment shall specify the amount to be prepaid and the date of prepayment which shall be a Banking Day. Such notice shall be effective only if received by the Eximbank and once it is received by the Eximbank it shall be irrevocable. In addition, once the date for any prepayment has been notified such date shall be deemed as the due date for the principal and the interest thereon to be paid and should the Borrower fail to pay any such principal and/or interest on such date, the Borrower shall be in default pursuant to Section 11 of this Agreement.
Section 8. Place of Payment, etc.
8.1 Place of Payment. All payments to be made by the Borrower under this Agreement shall be made in immediately available and freely transferable funds to the account of the Eximbank with [Name and Address of the Bank](Account Number : [•]) , or to such other account as the Eximbank may designate to the Borrower in writing not less than [•] days prior to the due date for any payment hereunder.
8.2 Dollar Transaction. The payment of all amounts due under this Agreement shall be made in U.S. Dollars. The payment in U.S. Dollars is of the essence of this Agreement, and such obligations shall not be discharged by any amount paid in another currency, whether pursuant to a judgment or otherwise, to the extent that the amount so paid on prompt conversion to U.S. Dollars under normal banking procedures does not yield the amount of U.S. Dollars due hereunder.
8.3 Payment on non-Banking Day. If any sum payable under this Agreement is to be made on a day which is not a Banking Day, such sum shall become due on the next following Banking Day and interest and Exposure Fee thereon, if any, shall be adjusted accordingly.
8.4 Application of Payments. In respect of a Loan a payment and prepayment to be made by the Borrower to the Eximbank under this Agreement shall be applied in the following order of priority:
(i) to payment of Commitment Fees and Exposure Fees then due and payable which are accrued on the Loan;
(ii) to payment of the Default Interest on the Loan then due and payable;
(iii) to payment of interest on the Loan then due and payable;
(iv) to repayment of principal of the Loan then due and payable;
(v) to prepayment, in inverse order of maturity, of principal of the Loan then outstanding;
(vi) to payment of all other amounts then due and payable which are incurred in respect of the Loan and not specified in this Subsection 8.4; and
(vii) to payment of other amounts then due and payable in respect of the other Loans in the same order of priority as specified hereinabove. Provided, however, that, where the Eximbank determines in its sole discretion it is necessary to change the above application order for its efficient Loan management purpose, the Eximbank may apply the insufficient amount so received toward the items from (i) to (vi) above in the order as the Eximbank considers appropriate.
8.5 Payments to be Free and Clear. Any and all sums payable by the Borrower under this Agreement shall be paid in full without set-off or counterclaim or any restriction or condition, and free and clear of any Tax, levy, imposts, charges or other deductions or withholdings of any nature.
8.6 Grossing-up of Payments. If the Borrower or any other Person is required by any law or regulation to make any deduction or withholding (on account of tax or otherwise) from any payment under this Agreement, the Borrower shall, together with such payment, pay such additional amount as will ensure that the Eximbank receives the full amount which it would have received if no such deduction or withholding had been required.
8.7 Banking Charges, Etc. The Borrower shall pay or cause to be paid all banking charges or fees, if any, incurred in connection with (i) the Disbursements hereunder and (ii) the payment, repayment or prepayment of principal, interest, Commitment Fee, Exposure Fee or any other amount due to the Eximbank under this Agreement.
Section 9. Representations and Warranties
The Borrower hereby represents and warrants to the Eximbank as follows:
9.1 Status and Power. The Borrower (i) is a financial institution duly organized and validly existing under the laws of [Borrower's country], (ii) is a legal entity capable of being sued in its own name, and (iii) has full power and authority to incur and repay all Indebtedness to be incurred by it with respect to each Loan under this Agreement and to perform and observe the terms and conditions hereof.
9.2 Authorization of Borrowing. The Borrower has taken all necessary action and procedures to authorize the execution and delivery of this Agreement and all other documents or agreements required hereunder, and the performance and observance of the terms and conditions hereof and thereof.
9.3 Governmental Approvals. All necessary governmental authorizations, registrations, approvals and other acts have been obtained for the execution, delivery and performance of this Agreement, and all other documents or agreements required hereunder or thereunder and there does not exist any legal or administrative impediment to the Borrower incurring and repaying its Indebtedness with respect to any Loan hereunder.
9.4 Enforceability and Proper Legal Form. This Agreement constitutes the legal, valid, and binding obligations of the Borrower and enforceable in accordance with its terms. This Agreement is in proper legal form under the laws of the Borrower’s country for enforcement in the courts of the Borrower’s country.
9.5 Ranking. The obligations of the Borrower under this Agreement are or will be direct and unconditional general obligations of the Borrower and rank and will rank in priority of payment at least pari passu with all other unsecured Indebtedness of the Borrower except as may be preferred by operation of law.
9.6 No Default. Neither the Borrower nor any of its branches or subsidiaries is in default under any agreement or obligation to which it is a party or by which it or any of its properties or assets is bound, which might have a material adverse effect on the Borrower's operations or financial condition.
9.7 No Legal Proceedings. There are no legal actions or proceedings pending or, as far as is known to the Borrower, threatened before any court or governmental agency which would materially and adversely affect (i) the financial condition or operations of the Borrower; (ii) the Borrower’s ability to perform its obligation under this Agreement; or (iii) the legality, validity or binding effect of any of this Agreement.
9.8 No Contravention. The execution, delivery and performance of this Agreement and all instruments or agreements required herein will not (i) violate or contravene any law, by-law, regulation or any other constitutive document which is applicable to the Borrower, (ii) constitute a default or an event that would constitute a default under any agreement or instrument to which the Borrower is a party, and (iii) violate or contravene any judgment, injunction, order or decree binding upon the Borrower or any of its property.
9.9 Commercial Acts. The Borrower is subject to civil and commercial law with respect to its obligations under this Agreement and the Borrower's execution and delivery of this Agreement as well as the Borrower's performance of its obligations hereunder constitutes private and commercial acts rather than governmental or public acts.
9.10 Information. All information provided by the Borrower to the Eximbank before the date of this Agreement:
(i) were true in all material respects as of the date thereof;
(ii) did not omit any information which, if disclosed, might materially and adversely affect the decision of a person considering whether to enter into this Agreement; and
(iii) as at the date of this Agreement, nothing has occurred since such information was provided to the Eximbank which renders the information contained in it untrue or misleading in any material respect and which, if disclosed, might materially and adversely affect the decision of a person considering whether to enter into this Agreement.
9.11 Continuing Representations and Warranties. The representations and warranties of the Borrower made in this Agreement shall be continuing representations and warranties, shall survive the execution of this Agreement and shall be deemed to be repeated by the Borrower on the date of each Request for Disbursement by reference to the facts then existing.
The Borrower hereby covenants and agrees that, until all amounts payable to the Eximbank under this Agreement have been paid in full, it shall perform the following obligations:
10.1 Maintaining Corporate Existence. The Borrower shall maintain its corporate existence and all related rights and powers in good standing and shall conduct its business without substantial change in the scope or nature of its existing business or operations and in accordance with sound banking practice and all applicable laws and regulations.
10.2 Punctual Performance of Obligations. The Borrower shall pay all Indebtedness when due and perform all obligations under this Agreement, and any other agreement to which the Borrower is a party, and pay all taxes and governmental charges imposed on it or any of its branches or subsidiaries when due.
10.3 Maintenance of Governmental Approvals. The Borrower shall maintain in full force and effect all governmental approvals obtained in connection with this Agreement, and all other documents or agreements required hereunder or thereunder and obtain any other governmental approval which is or may become necessary or appropriate for the performance and enforceability of the foregoing agreements or documents.
10.4 Notice of Default. The Borrower shall promptly give written notice to the Eximbank of each event that constitutes an Event of Default or a Potential Event of Default and each other event that has or might have a materially adverse effect on the Borrower's ability to perform its obligations under this Agreement.
11.1 Events of Default. Each of the following events or occurrences shall constitute an Event of Default under this Agreement:
(a) The Borrower fails to pay any amount of principal, interest, or any other amount payable under this Agreement on the date when such amount is due in accordance with the provisions of this Agreement, and such failure to pay shall continue for a period of [•] days (the Default Interest shall accrue during such [•] days period pursuant to Subsection 4.5 above).
(b) The Borrower fails to perform or comply with any terms, conditions, covenants or provisions set forth in this Agreement, exclusive of any events specified as Event of Default in this Subsection, which failure remains unremedied for a period of [•] days after the Eximbank shall have given the Borrower a written notice thereof.
(c) Any representation, warranty, or statement made herein or made by the Borrower in any certificate, document or statement, financial or otherwise, delivered under or in connection with this Agreement proves to have been incorrect or misleading in any material respect when made or deemed to have been made and, if capable of being cured, shall not have been corrected to the satisfaction of the Eximbank within [·] days after receipt by the Borrower of a written notice from the Eximbank requiring to cure it.
(d) The Borrower becomes voluntarily or involuntarily dissolved, liquidated, bankrupt, or insolvent.
(e) The Borrower (i) generally stops payment of its debt when due or generally enters into a moratorium or (ii) commences negotiations with any one or more of its creditors with a view to the general readjustment or rescheduling of its Indebtedness.
(f) The Borrower fails to discharge when due (whether at its stated maturity, by acceleration, or otherwise), any of its (i) payment obligation to the Eximbank under any other agreement in any amount or (ii) Indebtedness payable under any other agreement or instrument in an amount greater than [•] U.S. Dollars (US$ [•] ) (or the equivalent thereof in any other currency), or any such amount has, prior to the stated maturity thereof, become due and payable as a result of a default thereunder.
(g) A writ of attachment or execution or similar process is issued against a substantial part of the assets of the Borrower which remains undismissed, unbonded, or undischarged for a period of [•] days.
(h) Any governmental authorization, approval, license, permit, consent, exemption, or undertaking issued in connection with this Agreement or any other documents required hereunder or thereunder is revoked or terminated or is modified in any manner unacceptable to the Eximbank.
(i) Any change occurs in the financial condition of the Borrower which, in the opinion of the Eximbank, would materially and adversely affect the Borrower's ability to perform its obligations under this Agreement.
(j) There occurs such an adverse change of circumstances affecting the Borrower, including but not limited to any action by any governmental authority having jurisdiction so to act to nationalize or seize the assets of, or to dissolve the Borrower or to suspend or regulate its operations or to limit the transfer of foreign exchange by the Borrower, which, in the opinion of the Eximbank, would materially and adversely affect the Borrower's ability to perform its obligations under this Agreement.
(k) It is or becomes unlawful for the Borrower to perform any of its obligations under this Agreement.
[(l) Borrower’s country ceases to be a member in good standing of the International Monetary Fund]
11.2 Consequences of Default.
(a) If any Event of Default or Potential Event of Default shall occur and be continuing, the Eximbank may, at its option, and by written notice to the Borrower, (i) suspend further Disbursement regardless whether a Request for Disbursement is received by the Eximbank or not, (ii) cancel the undisbursed portion of the Eximbank's commitment to lend funds under this Agreement or under any Loan Approval, and/or (iii) declare immediately due and payable all the Loans then outstanding under this Agreement, together in each case with interest accrued thereon at the rate specified in Subsection 4.1 or, as the case may be, Subsection 4.5, and all other amounts payable hereunder, and upon such declaration the same shall become due and payable immediately without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower.
(b) Upon the occurrence and during the continuance of any Event of Default or Potential Event of Default, the Eximbank is hereby authorized, to the fullest extent permitted by law, to set off and apply any and all deposits at any time held and other obligations at any time owing by the Eximbank to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower existing under this Agreement, irrespective of whether the Eximbank shall have made any demand under this Agreement, and without presentment, protest or notice of any other kind to the Borrower, all of which are expressly waived, although such obligations may not have been matured.
(c) Provided, however, and subject to Section 13.6 of this Agreement, that if, at any time after an Event of Default or Potential Event of Default has occurred and before the Eximbank has made such a declaration, such Event of Default or Potential Event of Default has been waived by the Eximbank in writing or remedied to the satisfaction of the Eximbank, such Event of Default or Potential Event of Default will no longer be an Event of Default or Potential Event of Default and will be deemed to have never occurred and the Eximbank will not thereafter be entitled to make any such declaration as mentioned above in respect of such Event of Default or Potential Event of Default.
Section 12. Governing Law, Jurisdiction, and Process Agent
12.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of [Name of the Country].
12.2 Jurisdiction.
(a) The Borrower agrees that any legal action or proceeding arising out of or relating to this Agreement may be brought by the Eximbank in the courts of [·] court of [·] and by executing and delivery of this Agreement, the Borrower for itself and in respect of its property hereby irrevocably, generally and unconditionally accepts and submits to the non-exclusive jurisdiction of such courts in respect of any such action or proceeding.
(b) The foregoing provisions of this Subsection shall not limit the right of the Eximbank to bring any such action or proceeding in [Borrower’s Country] or in any other courts of appropriate jurisdiction.
(c) The Borrower hereby irrevocably:
(i) waives any objection which it may have at any time to the laying of venue of any legal action or proceedings brought in any such court;
(ii) waives and agrees not to plead or claim in any such court that such legal action or proceedings have been brought in an inconvenient forum; and
(iii) further waives the right to object with respect to any such legal action or proceeding that such courts do not have jurisdiction over such party.
(d) Both the Borrower and the Eximbank hereby waive, to the fullest extent permitted by law, any and all rights to trial by a jury in any legal action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.
12.3 Service of Process and Acknowledgement. The Borrower irrevocably appoints [Name and Address of the Process Agent] as its agent to receive for and on its behalf and in respect for its property service of legal process, summons, notices and documents which may be served in any action or proceeding brought in [the State of New York, in state or federal court], with respect to this Agreement and agrees that the failure of such agent to give any advice or notice of any such service of process to the Borrower shall not impair or affect the validity of such service or of any judgment based thereon. So long as the Borrower has any obligation under this Agreement, the Borrower shall maintain a duly appointed agent for the service of process and if it fails to maintain such an agent, any such process may be served by mailing a copy thereof by registered, postage prepaid mail addressed to the Borrower. Nothing herein provided shall affect the right of the Eximbank giving service of process to the Borrower in any other manner permitted by applicable law.
13.1 Documents and Information. The Borrower shall provide the Eximbank with (i) a certified true copy of Borrower's annual financial statements audited by an independent accountant or accounting firm or, if appropriate, an audited annual report, not later than [·] days after the close of each fiscal year, and (ii) any other document or report reasonably requested by the Eximbank, until such time as the sums owed to the Eximbank under this Agreement are fully paid.
13.2 Entire Agreement. This Agreement constitutes the entire obligation of the parties hereto and supersedes any prior expressions of intent or understandings with respect to this transaction.
13.3 Severability. If any one or more of the provisions contained in this Agreement or any document executed in connection herewith shall be invalid, illegal, or unenforceable in any respect under any applicable law, the validity, legality, and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.
13.4 Amendment. Any amendment of this Agreement shall be in writing and shall be signed by duly authorized representatives of both parties hereto.
13.5 Assignment. The Borrower shall have no right to assign or transfer any of its rights or obligations under this Agreement without prior written consent of the Eximbank. The Eximbank may assign or transfer, with prior notice to the Borrower, all or any portion of the Loan and its rights, benefits and obligations under this Agreement.
13.6 Non-Waiver. No failure or delay on the part of the Eximbank to exercise any right provided for in this Agreement shall affect its right to require performance of such provision, nor shall any single or partial exercise of any such right preclude any further exercise thereof, unless and until such performance has been waived in writing by the Eximbank.
13.7 Waiver of Immunity. The Borrower irrevocably waives all immunity to which it, its properties or assets may be or become entitled on the ground of sovereignty or otherwise, from set-off, legal proceedings, attachment (prior to judgment, other attachment), or execution in any action or proceeding arising out of or relating to this Agreement.
13.8 Cumulative Rights. The rights of and remedies for the Eximbank provided for in this Agreement are cumulative and not exclusive of any other rights or remedies which the Eximbank may otherwise have.
13.9 Disclaimer. Any claim the Borrower may have against a Purchaser, a Supplier or any other party arising under or in relation to any of the Contracts of the transactions approved by the Eximbank hereunder shall have no effect on the obligation of the Borrower to make the payments required by this Agreement and shall not be used as a defense against, or set-off or counterclaim to such obligation.
13.10 Communications.
(a) Except as otherwise provided herein, any notice, demand, or other communications to be given hereunder shall be in writing and shall be (i) personally delivered, (ii) delivered by postage prepaid registered airmail, or (iii) transmitted by telex, by facsimile or by SWIFT to the parties at the addresses, telex numbers, facsimile numbers, or SWIFT numbers set forth below or such other addresses, telex numbers, facsimile numbers, or SWIFT numbers as the addressee has by prior written notice specified to the other party.
Address : [•]
Telex : [•]
Facsimile : [•]
SWIFT : [•]
Address : [•]
Telex : [•]
Facsimile : [•]
SWIFT : [•]
(b) Except as otherwise specified herein, all notices, demands, and other communications shall be deemed to have been duly given on (i) the date of receipt if delivered personally, (ii) [•] days after the date of mailing if sent by airmail, (iii) the date of transmission with confirmed answerback or its equivalent if transmitted by telex or by SWIFT, or (iv) the date of transmission if transmitted by facsimile, whichever shall first occur.
(c) All notices, demands, or other communications hereunder and any other documents required to be delivered hereunder shall be in the English language or accompanied by a certified translation thereof into the English language.
13.11 Counterpart. This Agreement may be executed in any number of counterparts. Any single counterpart or a set of counterparts signed, in either case, by both parties hereto shall constitute a full and original agreement for all purposes.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in duplicate by their respective duly authorized representatives as of the date first above written.
|
For and on behalf of [BORROWER]
By __________________Name : [•] Title : [•] |
For and on behalf of The Export-Import Bank of Korea
By __________________ Name : [•] Title : [•] |
[Exhibit A]
[Letterhead of the Borrower]
LOAN APPLICATION
[DATE]
To : The Export-Import Bank of Korea
[Address]
Attention : [•] Department
Gentlemen :
Loan Application is hereby made pursuant to Subsection 3.3 of the Interbank Export Loan Agreement, dated as of [•], 20[•], between the Eximbank and [Name of the Borrower]. Details of the transaction are as follows:
1. Supplier
Name : [•]
Address : [•]
Telephone : [•]
Facsimile : [•]
2. Purchaser
Name : [•]
Address : [•]
Telephone : [•]
Facsimile : [•]
3. Goods and Services to be financed:
(*specify in reasonable detail)
4. Contract Price: US$ [•]
5. Advance Payment: US$ [•]
6. Eximbank Loan Amount: US$ [•]
7. Payment Method of Exposure Fee :
□ Method 1
□ Method 2
□ Method 3
8. Scheduled Shipment Date(s): [•], 20[•]
9. Disbursement Procedure(s): □ Letter of Credit Procedure
□ Direct Payment Procedure
□ Reimbursement Procedure
10. Repayment Period of the Loan: [•] ([•] ) year(s)
This Loan Application shall be subject to the terms and conditions of the referred Interbank Export Loan Agreement.
The undersigned hereby agrees to provide the Eximbank, upon the Eximbank's request, with any document which is in the possession of the undersigned and which confirms the details of the transaction given above.
For and on behalf of
[BORROWER]
By_______________________
Name : [•]
Title : [•]
[Letterhead of the Eximbank]
LOAN APPROVAL
[DATE]
To : [Name and address of the Borrower]
____________________________
____________________________ _____________________________
Attention : [•]
Loan Approval Date : [•], 20[•]
Gentlemen :
Reference is made to the Interbank Export Loan Agreement dated [•], 20[•], between yourselves and the Export-Import Bank of Korea (the "Agreement").
Pursuant to Subsection 3.3 of the Agreement, the Eximbank hereby approves your Loan Application dated [•], 20[•] under the terms and conditions of the Agreement and subject to the following conditions :
1. Disbursements under the Loan shall not be made on or after (* date of one year after the date of Loan Approval).
2. Disbursement Procedure shall be [•].
3. The applicable Interest Rate shall be : [•]
4. Repayment Period of the Loan is [•] years.
5. The Commitment Fee of [•] percent ([•] %) per annum on the daily undisbursed and uncancelled portion of the Loan from time to time outstanding accrues from and including [•], 20[•].
6. The applicable rate of the Exposure Fee / The amount of the Exposure Fee shall be : [•]
The Export-Import Bank of Korea
By ____________________________
Name : [•]
Title : [•]
[Letterhead of the Borrower]
REQUEST FOR DISBURSEMENT
Date : [•]
To : The Export-Import Bank of Korea
[Address]
ATTN : [•] Department
Test : [Test Key] For US$ [Amount] DD : [Date]
RE : Request for Disbursement under the Interbank Export Loan Agreement dated as of [•], 20[•] between [Name of the Borrower] and the Eport-Import Bank of Korea
With regard to the loan number [•] , and pursuant to subsection (6.2.2 OR 6.2.3, as the case may be) of the referenced Agreement, [Name of the Borrower] hereby requests that disbursement of the sum of United States Dollars [•] (US$ [•] ) be made:
To [Name of the Supplier] for and on behalf of [Name of the Borrower] (in case of Direct Payment procedure); or
To the Account Number [•] OF [Name of the Borrower] at [Name of the Bank] (In case of Reimbursement Procedure).
[BORROWER]
NAME : [•]
TITLE : [•]
[Exhibit D]
[Letterhead of the Borrower]
CERTIFICATE OF AUTHORITY
[Date]
To : The Export-Import Bank of Korea
[Address]
Attention : [•] Department
Gentlemen:
With reference to the Interbank Export Loan Agreement dated [•], 20[•] (the "Agreement") between The Export-Import Bank of Korea as the lender and [•] [Name of the Borrower] (the "Borrower"), I, the undersigned, [•] [Title of the Borrower] , duly authorized to do so, hereby certify that the following are the names, title and true specimen signatures of the persons each of whom is duly authorized in the name and on behalf of the Borrower to sign and deliver the Agreement, certificates, instruments, and any other documents required under the Agreement:
Name and Title Specimen Signature
If any certification contained herein ceases to be true and correct at and as of any time before the final Disbursement under the Agreement, the Borrower shall give the Eximbank immediate notice to that effect.
IN WITNESS WHEREOF, this certificate has been executed as of [•], 20[•].
For and on behalf of
[BORROWER]
Name : [•]
Title : [•]
OPINION OF COUNSEL TO THE BORROWER
[Date]
The Export-Import Bank of Korea
[Address]
Re : The Interbank Export Loan Agreement dated as of [•], 20[•] between [Name of the Borrower] and The Export-Import Bank of Korea
Dear Sirs:
In our capacity as counsel to [Name of the Borrower] (the "Borrower"), we have examined the following documents relating to the Interbank Export Loan Agreement dated [•], 20[•] (the "Agreement") between the Borrower and The Export-Import Bank of Korea (the "Eximbank"):
(a) [original/faxed copy/copy] of the [executed copy of the] Agreement;
(b) certified copy of the Articles of Incorporation of the Borrower;
(c) [certified copy of the Resolution of the Board of Directors of the Borrower resolved in accordance with the Articles of Incorporation of the Borrower authorizing and approving the Borrower to execute the Agreement and authorizing and approving the persons listed in the Certificate of Authority to execute the said documents on behalf of the Borrower;]
(d) certified copy of the Certificate of Authority;
(e) a certificate of good standing of the Borrower from the state government of the jurisdiction where the Borrower is incorporated; and
(f) such other documents which we have considered necessary or appropriate as a basis for the opinions expressed herein.
The opinions expressed herein are limited to questions arising under the laws of [Borrower's country], and we do not purport to express an opinion on any question arising under the laws of any other jurisdiction.
All terms defined in the Agreement and used but not defined herein have the meanings given to them in the Agreement.
Subject to the foregoing, it is our opinion that:
1. Power and Authority. The Borrower is a corporation duly incorporated and validly existing under the laws of [Borrower's country], and has the power and authority to own its property, to conduct its business as currently conducted and to execute, deliver and perform the Agreement.
2. Authorization. The execution, delivery and performance by the Borrower of the Agreement have been duly authorized by all necessary actions of the Borrower, and do not contravene any law, rule or regulation of [Borrower's country].
3. Government Approvals. All governmental authorizations, approvals and consents of [Borrower's country] which are necessary to authorize the execution, delivery and performance of the Agreement have been obtained and are in full force and effect.
4. Enforceability. The Agreement has been duly executed and delivered by the Borrower and constitutes the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with their respective terms.
5. No Default. No event has occurred and is continuing that constitutes an Event of Default or a Potential Event of Default under the Agreement or any other agreement to which the Borrower is a party or by which it may be bound.
6. Legal Proceeding. There are no actions or proceedings pending or, to my knowledge, threatened, the adverse determination of which might have a materially adverse effect on the financial condition of the Borrower or impair the ability of the Borrower to perform its obligations under the Agreement.
7. No Immunity. Neither the Borrower nor its property has any right of immunity on grounds of sovereignty or otherwise from jurisdiction, attachment (before or after judgment) or execution in respect of any action or proceeding arising out of or relating to the Agreement.
8. No Stamp Duty, Tax or Other Charges. No stamp duty, tax or other charges are payable on or by reason of the execution and delivery by the Borrower of the Agreement.
All sums payable by the Borrower under the Agreement will be made without any deduction of or an account of any tax, levy, impost, duty, charge, fee, deduction or withholding of whatsoever nature imposed by any taxing authority of the Borrower's country.
9. Choice of Law. The choice by the parties to the Agreement of the laws of [Name of the Country] to govern the Agreement is legal, valid and binding.
10. Jurisdiction. The Borrower has the power to submit, and pursuant to the Agreement has legally, validly and irrevocably submitted, to the jurisdiction of the federal or state courts sitting in [the State of New York, United States of America] in respect of any action or proceeding arising out of or relating to the Agreement. In the event that a judgment of such courts were obtained after service of process in the manner specified in the Agreement, the same would be recognized and enforced by the courts of [Borrower's country] without a further review on the merits, provided, however, that (list of applicable conditions for the recognition and enforcement of a foreign judgment in the Borrower's country).
Very truly yours,
_________________
[Name of Counsel]
[Exhibit F]
[LETTERHEAD OF THE PROCESS AGENT]
ACCEPTANCE LETTER OF PROCESS AGENT
Date : [•], 20[•]
To : [Address and name of the Borrower]
Cc.: The Export-Import Bank of Korea
Attention: [•] Department
Dear Sirs:
Reference is made to the provisions of the Interbank Export Loan Agreement dated as of [•], 20[·] (the "Agreement") between [Borrower] (the "Borrower") and The Export-Import Bank of Korea as the lender, we, [Name of the Process Agent] located at [•], have been irrevocably appointed as agent of the Borrower to receive, for and on behalf of the Borrower the service of writ, process, summons, complaint, or any other documents relating to any action or proceeding instituted in the State of New York with respect to the Agreement.
We hereby irrevocably accept such an appointment.
We agree that we will maintain an office in [•] at all times to and including [•], 20[•] and will give you prompt notice of any change of our address during such period.
We further agree that we will not terminate our agency hereunder prior to:
(i) the termination of all of the Borrower's obligations under the Agreement; or
(ii) the appointment of a successor agent by the Borrower pursuant to the Agreement.
Our acceptance shall be binding upon us and all our successors acting in our capacity or persons in charge of our office.
Very truly yours,
[PROCESS AGENT]
Name : [•]
Title : [•]
1_3 Interbank Export Loan Agreement.doc
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