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Áö¿ø°è¾à¼­(Support Letter)

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TZ-SHR-936668
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2018.10.05
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4 page / 738.0 KB
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support letter  to: the export-import bank of korea  xxx-xxx yoido-dong  youngdeungpo-gu  seoul xxxx.xx.xx  korea  [(] 20[(]  dear sirs,  
financing of the construction of [type of the vessels] vessels bearing hull numbers [(] and [(] (each a vessel)
we refer to the following documents:  
(a) the shipbuilding contracts, each in respect of a vessel (each a shipbuilding contract) between [name of the builder] (the shipyard) and [name of the sponsor] and dated [(], 20[(] as assigned to the relevant company listed in schedule 1 (each an owner and together the owners) pursuant to an assignment agreement dated [(], 20[(];
(b) the time charters, each in respect of a vessel between [name of the charterer] and [name of the sponsor] or its nominee, dated [(], 20[(] and as assigned to the relevant owner pursuant to an assignment agreement dated [(], 20[(]; and
(c) the loan facility agreement (the facility agreement) between you and the owners, dated [(] 20[(],
(together the documents) and also to the loan facility (the facility) provided or to be provided by you to the owners under the facility agreement.we confirm that we are aware of the provisions of each of the documents as well as the terms and conditions on which you have agreed to make the facility available to the owners.
in consideration of, and as a condition to, you agreeing to make the facility available to the owners, we confirm that we legally and beneficially own 100 per cent of the issued share capital of each of the owners and that, whilst and for so long as any amount remains outstanding under the facility agreement:
(a) we shall not reduce, or in any way dispose of, whether by one or a series of transactions, any part of the issued share capital of each owner ;
(b) our intention is and will continue to be to provide each owner with such support and assistance as may be required or otherwise appropriate to enable it to maintain its good standing and to meet its financial and other obligations (including those which arise under the documents);
(c) we shall ensure that each owner will take delivery of the relevant vessel under the relevant shipbuilding contract provided that the shipyard properly tenders that vessel for delivery in accordance with the provisions of the relevant shipbuilding contract;
(d) we shall ensure that each owner is properly managed and that it conducts its business in accordance with (i) all applicable laws and regulations to which it or the relevant vessel is subject and (ii) sound and prudent international business and commercial practice and with the degree of skill, diligence and prudence and the practices that could reasonably and ordinarily be expected from a skilled and experienced owner of a [type of the vessel] vessel in the same or equivalent circumstances as that owner (including its obligations under the documents); and
(e) we shall ensure that each owner maintains satisfactory financial accounting and cost control methods in accordance with industry practice and all accounting principles and practices to which it is subject and which are generally accepted in accordance with international accounting standards.
nothing in this letter shall constitute a guarantee or indemnity by us in your favour in respect of any of the owners liabilities or obligations under the facility agreement.
this letter is addressed to you only and may not be relied upon by any other person nor assigned or transferred by you to any other person and its provisions shall be governed by english law.   (ÀÌÇÏ »ý·«)