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BBS 4 2 Legal Questionnaire

BBS 4 2 Legal Questionnaire

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BBS 4 2 Legal Questionnaire
BBS 4 2 Legal Questionnaire

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Published by: Rovita Triyambudi on Mar 21, 2013
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01/25/2014

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【 Legal Questionnaire 】

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LEGAL QUESTIONNAIRE

We, THE EXPORT-IMPORT BANK OF KOREA (hereinafter referred to as the "Bank") which has been entrusted by the Ministry of Finance and Economy of the Republic of Korea with certain business activities concerning the operation and management of the Economic Development Cooperation Fund, are sending this Questionnaire to the Borrower to know the legal background of the Borrower's country pertaining to the raising of loans abroad, including loans to be made by the Bank (hereinafter referred to as the "Loan"). As the Bank prepares the draft loan agreement in light of the answers to this Questionnaire, it is requested that the answers be prepared or certified by a person in a position to state objectively and authoritatively what the legal background is.

It is requested that each answer to a question contained in this Questionnaire indicate the titles, articles and sections of the laws and regulations upon which that answer is based, and that the Bank be provided with certified copies of all such laws and regulations together with a certified English translation of each.

Where it is expected that the Borrower will be an organization other than the Government, the Borrower is required to obtain and deliver to the Bank a guarantee for the Loan executed by the Government or the Central Bank. In such cases, both "A" questions (excluding item No.6.(1)) and "B" questions must be answered.

Note : Should any change or amendment relevant to the matters mentioned in the answers to this Questionnaire occur, the Borrower is requested to inform us immediately.

The Bank wishes to know the legal grounds. . the Borrower is requested to furnish the Bank with a "Legal Opinion on Loan Agreement" (Form No. 2. the Government or any other entity ? (2) Under the laws and regulations of your country. for authorization of long-term loans in foreign currency and the legal restrictions. the Minister of Justice or the AttorneyGeneral ). What domestic procedures (before as well as after the signing of the Loan Agreement) are required to be followed under the laws and regulations of your country when the Borrower incurs the long-term debt under the Loan Agreement ? How long does it normally take to complete the said domestic procedures? 4.01-(c) of the General Terms and Conditions Applicable to EDCF Loan Agreements) In this connection. under the laws and regulations of your country. etc. sign and deliver a loan agreement between the Bank and the Borrower (hereinafter referred to as the "Loan Agreement") on behalf of the Borrower ? (3) Should the above authority be delegated to another person.【 Legal Questionnaire 】 -------------------------------------------------------- A. terms and conditions of the loan. the Bank wishes to know who has the power and authority to prepare such Legal Opinion ( e. Questions with regard to the Borrower 1. ( See section 11. 2) in writing immediately after the signing of the Loan Agreement. g. who has the power and authority to make. if any. (1) Under the laws and regulations of your country. which will be the "Borrower" of the Loan. who has the power and authority to issue a "Power of Attorney"(Form No. sign and deliver the Loan Agreement ? 3.1) certifying that that person is duly authorized and empowered to make. on loan amount. As a condition for the entry into force of a Loan Agreement.

(3) above and the Legal Opinion on Loan Agreement mentioned in 4 above. With regard to the Power of Attorney mentioned in 2. including presentation of the documents concerned to the Bank on behalf of the Borrower ? (5) Which bank is expected to be authorized to handle the procedures for disbursement of the proceeds of the Loan. operation. maintenance.【 Legal Questionnaire 】 -------------------------------------------------------5. (3) Which organization has the power and authority to implement the "Project" (actual construction work. If the Borrower is to make a loan(s) to the above organization out of the proceeds of the Loan for the implementation of the Project. including the issuance of letters of credit on behalf of the Borrower ? (6) Which organization and/or bank are expected to be authorized to handle the procedures for debt servicing. including repayment of principal. (1) (To be answered only when the Borrower is the Government).01-(a) of the General Terms and Conditions Applicable to EDCF Loan Agreements).) to be financed out of the proceeds of the Loan ? Please indicate the official name of the organization. what will the terms and conditions of such loan(s) be ? (4) Which organization will carry out procurement of goods and services necessary for the implementation of the Project. who has the power and authority to attest to the genuineness of the signatures of the persons who prepared these documents ? 6. 3) for the persons who will make. etc. sign and deliver the documents necessary for the implementation of the Loan Agreement on behalf of the Borrower ? (See Section 11. Which Ministry (Department) of the Borrower will act in the name of the Borrower to implement the Loan Agreement after it has become effective ? (2) Who has the power and authority to prepare an "Evidence of Authority" (Form No. and payment of interest and other charges ? .

if any.【 Legal Questionnaire 】 -------------------------------------------------------- (7) Please inform the Bank of the name. if any. and facsimile No. (See Section 12. interpretation and performance of a loan agreement shall be governed by the laws and regulations of the lender's country. 1958) ? (Korea is a party to this treaty. cable address.) (3) Is there any legal restriction in your country on the recognition and enforcement of arbitral award made abroad ? What about when the arbitral award is made in your country ? Please explain each such restriction. 8. Section 10. Is there any legal restriction on the Borrower's accepting the international monetary practice that the validity.02 of the General Terms and Conditions Applicable to EDCF Loan Agreements to finally settle all disputes or controversies which may arise from the Loan by arbitration valid under the laws of your country ? (2) Is your country a party to any international arbitration treaty (e. in detail. In this connection.02 (Arbitration) of the General Terms and Conditions Applicable to EDCF Loan Agreements provides that all disputes or controversies arising from the Loan shall be submitted to arbitration by an Arbitral Tribunal established under the provisions of that Section. please answer the following questions : (1) Is the agreement as contemplated under Section 10. in this case.05 of the General Terms and Conditions Applicable to EDCF Loan Agreements) 7. g. of the Borrower at which any notice or request required or permitted under the Loan Agreement shall be given or made. telex No. the laws and regulations of the Republic of Korea ? (See Section .. address. June 10. "The United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards" done at New York.

3. sign and deliver the "Guarantee for the Loan" (Form No. which will be the Guarantor guaranteeing any and all liabilities of the Borrower arising from or in connection with the Loan Agreement.【 Legal Questionnaire 】 -------------------------------------------------------10. The Bank wishes to know the legal grounds. for the authorization given to the Guarantor to assume such guarantee obligations and the legal restrictions. (1) Who has the power and authority to make. under the laws and regulations of your country. to whom is it delegated ? . Questions with regard to the Guarantor 1. Do and will the obligations of the Borrower to repay the Loan and pay interest thereon rank at least pari passu with any other debts of the Borrower other than short-term debts? B. Under the laws and regulations of your country. if any. What domestic procedures are required to be followed under the laws and regulations of your country when the Guarantor incurs such guarantee obligations ? How long does it normally take to complete the said domestic procedures ? 4.01 of the General Terms and Conditions Applicable to EDCF Loan Agreements) 9. from any foreign exchange restriction and fiscal levies or taxes of or in your country ? Is it required by law to make any deduction or withholding from such payments ? 10. the Government or the Central Bank ? 2. 4) on behalf of the Guarantor under the laws and regulations of your country ? (2) When the office of the person who has the above authority is vacant. fully and without limitation. Are the repayments of the Loan and the payments of interest thereon to be made exempt.

and facsimile No. 5) in writing immediately after the signing of the Loan Agreement. Do and will the obligations of the Guarantor under the Guarantee rank at least pari passu with any other debts of the Guarantor other than short-term debts ? . As a condition for the entry into force of a Loan Agreement. 6.05 of the General Terms and Conditions Applicable to EDCF Loan Agreements) 8. the Bank wishes to know who has the power and authority to prepare such Legal Opinion. cable address. (See Section 12. (See Section 11. address.【 Legal Questionnaire 】 -------------------------------------------------------- 5. of the Guarantor at which any notice or request required or permitted under the Loan Agreement and/or the Guarantee shall be given or made. if any. With regard to the Guarantee for the Loan mentioned in 4 above and the Legal Opinion on Guarantee mentioned in 5 above.01-(c) of the General Terms and Conditions Applicable to EDCF Loan Agreements) In this connection. who has the power and authority to attest to the genuineness of the signatures of the persons who prepared these documents ? 7. telex No. Please inform the Bank of the name. the Borrower is requested to furnish the Bank with a "Legal Opinion on Guarantee" (Form No.

By : (Authorized Signature) . I have hereunto set my hand and official seal this day of of the year . do hereby appoint. to sign and deliver on behalf of ( Name of Borrower ) the Loan Agreement for Project for an aggregate amount of the Loan not exceeding Korean Won ( ₩ ) as principal between (Name of Borrower) and THE EXPORT-IMPORT BANK OF KOREA . And that I do hereby declare that the Loan Agreement made. and That THE EXPORT-IMPORT BANK OF KOREA shall be protected in relying upon this Power of Attorney. ( Title ) . That I do hereby ratify and confirm all that my said attorney shall lawfully do by virtue of these presents. ( Name ) . I. 1) POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS : That. my true and lawful attorney and representative. IN WITNESS WHEREOF. signed and delivered by my said attorney shall be valid and binding on ( Name of Borrower ) as though the same were signed personally by me .【 Legal Questionnaire 】 -------------------------------------------------------- (Form No. and in my place and stead. for me. .

I. between the Bank and the Borrower (the "Loan Agreement"). acting as legal counsel for the Borrower. 2) Legal Opinion on Loan Agreement Date: The Export-Import Bank of Korea Seoul. (b) The Loan Agreement. the undersigned. (d) Such other documents as I have considered necessary or desirable for this opinion. . (c) Evidence of authority and specimen signatures issued by . dated .【 Legal Questionnaire 】 -------------------------------------------------------- (Form No. for Project With respect to the EDCF Loan to be extended by the Export-Import Bank of Korea (the "Bank") to (the "Borrower") in the amount of Korean won ( ₩ ) in accordance with the terms and conditions of Loan Agreement No. Republic of Korea Attention: Re: EDCF Loan Agreement No. the following documents: (a) The Agreement dated and the Arrangement dated between the Government of (Name of Borrower's Country) and the Government of the Republic of Korea. certify as follows: I have considered and examined. and . among other things.

deliver and perform the Loan Agreement. signed and delivered on behalf of the Borrower and constitutes a valid and binding obligation upon the Borrower with regard to all its terms and conditions. therefore. Very truly yours. 2. for and on behalf of the Borrower.【 Legal Questionnaire 】 -------------------------------------------------------(e) All the laws and regulations in the country of the Borrower relevant to the power and authority of the Borrower to execute. signed and delivered. Name: Title: . who has the power and authority to do so. That. I hereby certify as follows: 1. the Loan Agreement has been duly authorized by and made. That the authorization and any other procedures necessary for implementation of the Loan Agreement have been duly effected and completed. That the Borrower is authorized to borrow foreign currency funds from abroad and that the terms and conditions of the Loan Agreement are in compliance with the provisions of the laws of the Borrower's country. 3. by (Name and Title of Authorized Person). That the Loan Agreement has been made. and 4. Based upon the foregoing.

(Title) . Korea Attn : Director. signed and delivered by the said persons shall be valid and binding on (Name of Borrower) as though the same were signed personally by me. concluded between (Name of Borrower) and THE EXPORTIMPORT BANK OF KOREA.【 Legal Questionnaire 】 -------------------------------------------------------- (Form No. sign and deliver. 3. 3) EVIDENCE OF AUTHORITY Date : THE EXPORT-IMPORT BANK OF KOREA Seoul. . Very truly yours. EDCF Department Gentlemen : I. And I hereby declare that the said documents made. the documents necessary for the implementation of Loan Agreement No. (Official Title) (Name) Specimen signatures of the above authorized persons are enclosed herewith. 4. The official titles and names of the authorized persons are as follows : 1. hereby certify that the following persons are authorized to make. on my behalf. 2.

4.【 Legal Questionnaire 】 -------------------------------------------------------(Name of Borrower) (Authorized Signature) Enclosure : Specimen Signatures Specimen Signatures 1. (Official Title and Name) (Signature) Attested : By (Authorized Signature) . 2. 3.

and . . provided that if the principal of the Loan is thereby increased. agrees that: (a) The Guarantor shall not be exempted from any of its liabilities under this Guarantee by reason of any extension of maturity. The Guarantor. dated between the Borrower and the Bank (the "Loan Agreement"). or any modification or amplification of the provisions of the Loan Agreement. and the interest and any other charges on. furthermore. the Loan as provided for in the Loan Agreement.【 Legal Questionnaire 】 -------------------------------------------------------- (Form No. (Name of Guarantor) (the "Guarantor") hereby guarantees jointly and severally with the Borrower the due and punctual payment of the principal of. forbearance or concession given to the Borrower. Republic of Korea Attention: President In consideration of the Loan of (Amount of Loan) to be extended to (Name of Borrower) (the "Borrower") for Project by THE EXPORT-IMPORT BANK OF KOREA (the "Bank") under the Loan Agreement No. any exercise of right or remedy against the Borrower. 4) Guarantee for the Loan Date: The Export-Import Bank of Korea Seoul. the Guarantor shall be exempted from its liabilities to the extent of such increase.

【 Legal Questionnaire 】 -------------------------------------------------------(b) So long as any amount due and payable by the Borrower under the Loan Agreement shall be outstanding and unpaid. the Guarantor shall: (i) Not take any action which would prevent or interfere with the performance by the Borrower or any other beneficiaries of the Loan. notice concerning principal and interest. of obligations under the Loan Agreement. if any. (Name of Guarantor) Name: Title: . if any. Very truly yours. or for the suspension of their activities. and (ii) Not. take any action for the dissolution or disestablishment of the Borrower or any other beneficiaries of the Loan. without prior written consent of the Bank. (c) The Guarantor waives notice of acceptance of this Guarantee. and notice of dishonor or non-payment of any such liabilities.

【 Legal Questionnaire 】 -------------------------------------------------------- (Form No. dated . the undersigned. certify as follows: I have considered and examined. acting as legal counsel for the Guarantor. 5) Legal Opinion on Guarantee Date: The Export-Import Bank of Korea Seoul. . between the Bank and the Borrower (the "Loan Agreement"). the following documents: (a) The Agreement dated and the Arrangement dated between the Government of (Name of Borrower's Country) and the Government of the Republic of Korea. I. (b) The Loan Agreement. for Project With respect to the Guarantee dated given by (the "the Guarantor") in respect of the EDCF Loan to be extended by the Export-Import Bank of Korea (the "Bank") to (the "Borrower") in the amount of Korean won ( ₩ ) in accordance with the terms and conditions of Loan Agreement No. Republic of Korea Attention: Re: EDCF Loan Agreement No. (c) The Guarantee. . among other things.

to guarantee the Loan made by the Bank to the Borrower in accordance with the terms and conditions of the Loan Agreement. That the Guarantor has the full power and authority. therefore. and 4. signed delivered by (Name and Title) who is authorized to do so for and on behalf of the Guarantor. 3. I hereby certify as follows: 1. 2. under the laws of the Guarantor's country. and (e) All the laws and regulations in the country of the Guarantor relevant to the power and authority of the Guarantee to execute. deliver and perform the Guarantee. Name: Title: . That. the Guarantee has been duly authorized by and made. That the authorization and any other procedures necessary for implementation of the Guarantee have been duly effected and completed.【 Legal Questionnaire 】 -------------------------------------------------------(d) Such other documents as I have considered necessary or desirable for this opinion. Very truly yours. signed and delivered on behalf of the Guarantor and constitutes a valid and binding obligation upon the Guarantor with regard to all its terms and conditions. That the Guarantee was made. Based upon the foregoing.

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