CUSTODIAN LETTER, 관리 계약, 영문계약서

CUSTODIAN LETTER

[Letterhead of DDD Bank]

 

[AAA],

               ,

[Address]

 

[BBB]

               ,

[Address]

 

[CCC].

               ,

[Address]

 

 

Dear Sirs:

 

This Letter (“Custodian Letter”) sets out the terms upon which we have agreed to hold, as custodian (“Custodian”) for each of [AAA] (“[AAA]”) and [BBB] (“[BBB]”), certain Documents (as defined below) delivered or to be delivered by:

 

(a)         CCC Co., Ltd. (the “Company”) pursuant to a collateral security agreement dated [•] Between the Company and [AAA] (“[AAA] Collateral Security Agreement”);

 

(b)         the Company pursuant to a collateral security agreement dated [•] between the Company and [BBB] (“[BBB] Collateral Security Agreement”); and

 

(c)         the Company pursuant to a share pledge agreement dated [•] between the [AAA] [•] Co., Ltd., [AAA] [•] Co., Ltd., and [AAA] [•] Co., Ltd., as pledgor and [BBB] as pledgee (“Share Pledge Agreement”).

 

  Unless otherwise defined herein, the terms used herein have the respective meanings as defined in the [AAA] Collateral Security Agreement, the [BBB] Collateral Security Agreement and the Share Pledge Agreement.

 

1.          Custodian Services

 

1.1        It is understood and agreed that our responsibility as the Custodian for the safekeeping of or dealing with the Documents pursuant to the terms of this Custodian Letter shall be limited to the exercising of the same degree of care as to our own property of a similar kind under our own custody.

 

1.2        All Documents shall be held by us in the name of [BBB] and [AAA] (to the extent required by any applicable law).

 

1.3        The Documents to be held by us (the “Documents”) are:

 

i . the documents evidencing mortgage and/or a factory mortgage, as the case may be, on any of the Project Buildings and the Project Site;

 

ii. in the event the Company has not granted such security interest as referred in subsection i above, a promissory note which amount is Korean Won [•] (￦ [•]) payable to [BBB] and [AAA], properly executed by the Company;

 

iii. the share certificates of the Company in the aggregate face amount as indicated in the Share Pledge Agreement; and

 

iv. any other documents from time to time delivered to our address set out above by either [AAA] or [BBB] (or by [AAA] and [BBB] jointly) with instructions to hold the same pursuant to the terms of this Custodian Letter.

 

1.4        We are hereby expressly empowered to keep the Documents, in our principal Office.

 

2.          Directions

 

2.1        All directions, orders, requests, instructions and objections (collectively “Communications”) given to us hereunder shall be in writing via facsimile and signed by an authorized officer, person or the representative of [BBB] [and AAA, respectively]. [BBB] [and AAA] shall from time to time furnish us with a certificate signed by and two directors or the Secretary or [BBB] [and AAA] stating the name(s) of the authorized officer(s) of [BBB] [and AAA] and of any other person(s) or representative(s) so authorized to act on behalf of [BBB] [and AAA] at the time specified in such certificate, together with specimen signatures of all such officers, persons or representatives and we shall be entitled to rely upon the identification of such persons as specified in such certificate as the persons entitled to act on  behalf of [BBB] [and AAA] for the purpose of this Custodian Letter until a later certificate respecting the same is delivered to us.

 

2.2        We shall act in accordance with communications given in accordance with Section 2.1 and shall, in acting in accordance with such communications that we shall have accepted in good faith as being proper communications, be fully protected and absolved form any and all liabilities howsoever arising.

 

2.3        [BBB] [and AAA] agrees to deliver to us the names of the authorized signatories of [BBB] [and AAA] and to keep us informed as to any changes in the authorized signatories. Any restrictions or limitations on the powers and authority of any authorized signatory shall be communicated to us in writing and signed by any two Directors or the Secretary of [BBB] [and AAA, respectively].

 

2.4        All communications required or permitted hereunder shall be validly given if transmitted by facsimile as follows:

 

(a)         in the case of the Custodian:

[DDD Bank]

 Attention : [•]

 Telephone : [•]

 Facsimile : [•]

 

(b)         in the case of [BBB]:

[BBB]

 Attention : [•]

 Telephone : [•]

 Facsimile : [•]

 

or at such other number as the party to whom such communication is to be given shall have last notified the party giving the communication. Any communication given by facsimile shall be deemed to have been given and received on the day on which it is transmitted.

 

3.          Fees

 

3.1        In consideration of the services provided by us hereunder, we shall be entitled to receive a fee from the Company, payable in advance annually in the amount of [•] and such other amounts as may from time to time be agreed upon in writing between the Company and us.

 

3.2        In addition, we shall be reimbursed for any reasonable disbursements and expenses incurred in the performance of our duties hereunder.

 

3.3        If and when the Company fails to pay to us above-mentioned fee, disbursements or expenses, [BBB] and [AAA] shall pay, jointly and severally, the whole amount with reasonable interest accrued thereon.

 

4.          General

 

4.1        Subject to the provision of Section 1.1 hereof, we shall not be liable for any act or omission in the course of or connected with rendering services hereunder except only that we shall be subject to liability for our own gross negligence, willful misconduct or lack of good faith of any of our directors, officers or employees or agents in the rendering of services hereunder.

 

4.2        We shall not be liable or responsible for loss or damage of any nature whatsoever resulting from official action, war or threat of war, insurrection or civil disturbances, interruptions in facsimile and other factor beyond our control which obstructs, effects, prohibits or delays us in our ability to carry out our responsibilities under this Custodian Letter in whole or in part.

 

4.3        [BBB] and [AAA] shall indemnify and agrees to hold us, our directors, officers, employees and agents harmless from and against any and all taxes, duties, charges, costs, expenses, damages, claims, actions, demands and liabilities to which we, or any or them, may become subject, including legal costs, for or in respect of anything done or omitted to be done in connection with this Custodian Letter, except such as may arise from gross negligence, willful misconduct or lack of good faith attributable to us, our directors, officer, employees or agents.

 

 

5.          Amendment and Termination of Agreement

 

5.1        This Custodian Letter may be amended at any time and from time to time, in whole or in part, by an instrument in writing executed by the parties except the Company herein.

 

5.2        This Custodian Letter may be terminated without any penalty by giving at least ninety days’ prior written notice to the other parties of such termination.

 

5.3        We hereby agree upon termination of this Custodian Letter to deliver the Documents to [BBB] [or AAA] or to a newly appointed custodian.

 

5.4        Neither this Custodian Letter nor any of our rights or obligations as the Custodian hereunder may be assigned to any other person without the express prior written consent of [BBB] and [AAA].

 

6.          Governing Law

 

This Custodian Letter shall be governed by and interpreted in accordance with the laws of [Name of the Country]

 

Yours Faithfully,

 

[DDD Bank]

 

By :                     

Name : [•]

Title : [•]

 

Agreed:

 

[AAA]

 

By :                    

Name : [•]

Title : [•]

 

 

[BBB]

 

By :                  

Name : [•]

Title : [•]

 

[CCC]

 

By :                  

Name : [•]

Title : [•]

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