Date. (Customer) (the Company ) Dear Sirs. Our Ref. MFA3-01. Master Forfaiting Agreement
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- Lorin Singleton
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1 Our Ref. MFA3-01 Date (Customer) (the Company ) Dear Sirs Master Forfaiting Agreement This Master Forfaiting Agreement (the Agreement ) sets forth the general terms and conditions that will apply to each Letter of Credit ("L/C") transaction that we are requested by the Company to forfait. The details of each transaction will be described in a Request For Forfaiting Form (the Request Form"), as per Exhibit I to this Agreement. Terms in this Agreement shall bear the same meaning in the Request Form, unless otherwise defined. Article 1 (Required documents and procedure) (1) It is intended under this Agreement that the Company would contact us with a request for forfaiting by submitting a Request Form only after the shipment under the relevant L/C has taken place, and each Request Form submitted to us should be accompanied by the original L/C, its amendments (if any), all relevant documents necessary to comply with the L/C terms and any other documents which we may specify. (2) We shall, within 2 business days after our receipt of your Request Form and the accompanying documents, revert the Company with our decision whether to accept or decline your request as set out in the relevant Request Form and applicable pricing and other related charges. Unless and until we confirm acceptance of your request as set out in a Request Form, there shall be no commitment on our part to forfait any transaction. Our acceptance of your request set out in a Request Form shall be conclusive evidence of the agreement between us and the Company to forfait the transaction set out in the Request Form, and the terms and conditions set out in this Agreement and the relevant Request Form shall govern that transaction. Article 2 (Payment of purchase price) Unless otherwise specified, we shall, on a without recourse basis, pay to your Company the discounted amount of the face amount of the bill or invoice by applying the interest rate as notified to you in accordance with Article 1 (2) (in consideration of LIBOR or other procurement interest rate), within 2 business days after our receipt of the duly accepted bill (hereinafter such bill shall be referred to as the Bill ) or tested acceptance advice from the L/C issuing bank or L/C confirming bank.
2 Article 3 (Meaning of LIBOR) Yoehwan006-04( ) For the purpose of this Agreement, LIBOR shall mean appropriate period rates quoted by all the reference banks on Reuters Page LIBO. In the event the interest rate for the transaction currency is not reflected under LIBO, and unless otherwise specified, HSBC reserves the right to use HSBC's cost of funds or third party's cost of providing financing for the relevant currency and period (as HSBC deems appropriate) as a base instead of LIBOR. If such rate is below zero, LIBOR will be deemed to be zero. Your company shall be entitled to withdraw the application for the relevant forfaiting transaction submitted to us for discounting under this agreement without any penalty if you disagree with the rate determined in accordance with this clause. Article 4 (Tax, duties and charges) (1) All payments at maturity shall be for the full face value of the Bill without deduction for any taxes, duties, levies or imposts of whatsoever nature present or future. (2) The Company shall be solely responsible for any taxes, duties, or imposts by your local tax authority, if any, in relation to our forfaiting of the L/C transaction. (3) All our L/C charges, the L/C issuing bank s charges and where applicable, the L/C confirming bank s charges, including acceptance commission, exchange-in-lieu, discrepancy fee, etc., and reimbursement commission will be for your account and shall be deducted from our payment to the Company. Article 5 (Pre-acceptance Interim With Recourse Financing) (1) Prior to the successful transfer of valid debt by you to us in the form of the L/C Issuing Bank s or the L/C Confirming Bank s formal acceptance of the Bill or tested acceptance advice, we may, at your request, agree to effect payment to your Company subject to such interim financing by us is with full recourse basis on your Company in the event of non-acceptance by the L/C Issuing Bank or L/C Confirming Bank within 30 days after our dispatch of documents as instructed, due to whatever circumstances. In such event, we shall have the right to discontinue our interim financing and demand for your immediate repayment to us. Any unwinding cost incurred in this regard shall be borne by your Company. (2) Our interim with recourse discounting shall be converted into fully without recourse financing i.e. forfaiting, immediately upon our receipt of duly authenticated accepted Bill or acceptance advice from the L/C Issuing Bank or L/C Confirming Bank, as specified under Article 6. Article 6 (Meaning of without recourse financing) Subject to compliance with all documentary requirements as stipulated in Article 1 above, upon our receipt of the authenticated accepted Bill or the properly tested acceptance advice by the L/C issuing bank or the L/C confirming bank, if applicable, denoting your successful transfer of the valid debt in our favour, the without recourse nature of our financing shall mean we waive for ourselves and any successors/endorsees all rights and claims against the Company or any previous holders/endorsers in the event of delay/default in payment as a result of the debt/bill obligor's country, credit, commercial or transfer risk. Article 7 (Exception to without recourse financing)
3 Notwithstanding the without recourse nature of the financing under this Agreement, we retain our sole right of full recourse on the Company in respect of any transaction we have financed in the event any of the representations and warranties stated in Article 8 and Due diligence and Compliance Activity stated in Article 9 is breached or shall be proven to be false. Article 8 (Representations and warranties) You represent and warrant that: (1) The L/C presented by the Company is valid and includes all amendments thereof. (2) All documents and ancillary documents provided by the Company are genuine, complete and in strict compliance with the terms and conditions of the L/C. (3) Without our prior consent, the Company shall not consent to any amendment or change in the terms and conditions of the relevant L/C proposed by any L/C issuing bank. (4) For any L/C that is intended to be forfaited by us, the Company shall discharge in full its obligations as the Seller/Beneficiary, in compliance with quality, purpose and description as stipulated in the terms of the L/C. Article 9 (Due diligence and Compliance Activity) We shall have the right to carry out appropriate due diligence in connection with the underlying transaction and further reserve the final right to discontinue our discounting in the event of any finding that indicates a breach or defect in the transaction. As the HSBC Group follows the legal requirements of the United Nations, European Union, United Kingdom, United States of America and all other jurisdictions that it operates in, we may take any action ("Compliance Action") which we in our sole discretion consider appropriate for the purpose of acting in accordance with relevant laws, regulations, sanctions regimes, international guidance or procedures of relevant regulatory or industry body (collectively the "Compliance Rules"). We reserve the right not to effect payment to you under this transaction as a result of a Compliance Action, and if we become aware that any payment made to you contravenes the Compliance Rules, we shall have the right to recoup such payment from you. In particular and without prejudice to the generality of the foregoing, we wish to draw your attention to the fact that you are to ensure the vessel/carrier carrying your cargo from the port of loading to the port of full discharge is prohibited from calling at any port in any sanctioned country. Article 10 (Release of documents and demand for additional documents) (1) You hereby express your consent that from time to time, if we deem it necessary, we can release any copy of documents related to the transaction to other members of the HSBC Group or relevant parties connected to the risk of the transaction without requiring your prior approval. (2) If there is at any time in our opinion any change in the laws and regulations such as anti-dumping tariffs by the importing country which may in any way affect or apply to the imports of the underlying goods into the country, we shall have the right to demand for any additional documents in order to satisfy ourselves that the goods have been properly imported into the country. Article 11 (Term of Agreement and Termination)
4 Either party may terminate this Agreement by giving notice in writing to the other Party. Such termination shall be effective 30 business days from the date that the other Party receives the notice and be without prejudice to any forfaiting transaction already in place and to any other rights or obligations which have accrued or been incurred. Article 12 (Severability) If at any time any one or more of the provisions hereof is or becomes invalid, illegal or unenforceable in any respect under any law, the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby. Article 13 (Language) This Agreement can be executed both in Korean and English versions. If there is any discrepancy between Korean and English versions, the Korean version shall prevail. Article 14 (Governing law and jurisdiction) This Agreement, and any Request Form issued pursuant to it, and all matters arising out of or in connection herewith shall be governed by and construed in accordance with Korean law. Disputes arising from this Agreement, and any Request Form issued pursuant to it, shall be submitted to the non-exclusive jurisdiction of a Korean court of law. Article 15 (Priority of the Application of Terms and Conditions) (1) In the event that matters mutually agreed between you and us are different from matters prescribed under this Agreement, the matters mutually agreed by the parties shall prevail over this Agreement. (2) In the event that any matter is not stipulated under this Agreement, where applicable our separate Export Transaction Agreement and/or General Terms and Conditions for Credit Transaction (Corporate) shall apply to such matter. In addition, the applicable laws and regulations shall be applied in the absence of any other terms and conditions. Please confirm your acceptance of the terms and conditions of this Agreement by signing, dating and returning to us the enclosed duplicate of this Agreement. Yours faithfully The Hongkong and Shanghai Banking Corporation Limited, Seoul Branch We hereby confirm our agreement to the above terms and conditions (Customer)
5 (Authorised Signatories)
6 Exhibit I To: The Hongkong and Shanghai Banking Corporation Limited Seoul Branch Request for Forfaiting Form Date: Pursuant to and subject to the terms of the Master Forfaiting Agreement dated between yourselves and ourselves ("the Company"), we hereby submit the original L/C and all its relevant documents, and request you to forfait (purchase on a without recourse basis) the valid debt/bill deriving from the successful acceptance of the following bona fide L/C transaction, of which we are the Beneficiary: 1a. L/C Issuing Bank / L/C Number : 1b. L/C Confirming Bank : 2. L/C Amount : 3. Financing Amount : 4. L/C Tenor : 5. L/C Applicant : Kindly revert to us within 2 business days upon your receipt of our above L/C and the relevant documents, your agreement to forfait the transaction, together with your applicable pricing and other related charges. We hereby acknowledge that the forfaiting shall take effect only upon your receipt of properly accepted Bill or tested advice of acceptance from the L/C issuing bank / confirming bank, if applicable. Notwithstanding the above, we may request you, and at your sole discretion, to discount the Bill Amount prior to the acceptance of Bill or receipt of tested advice of acceptance by the L/C Issuing Bank or the Confirming Bank. We further acknowledge that such payment by you to us is with full recourse, if the acceptance is not completed by the L/C Issuing Bank or the Confirming Bank within 30 days from your presentation of documents to them. This interim with recourse financing shall be lifted and replaced with fully without recourse financing immediately upon your receipt of the accepted Bill or tested advice of acceptance. We hereby confirm that we have effected shipment of the underlying goods in compliance with quality, purpose and description under the terms of our commercial contract with the buyer, the applicant of the above L/C, and we have fulfilled our obligations as seller. Accordingly, we hereby unconditionally and irrevocably transfer to you all the rights and benefits under the bill of exchange (drawn by us and accepted by the above L/C issuing bank or L/C confirming bank as the case may be) by way of endorsement of the said bill of exchange by the L/C negotiating/presenting bank on our instructions, to your order. In case the above L/C is a deferred payment L/C without draft, we hereby unconditionally and irrevocably assign to you all the rights and benefits accruing to us under the above L/C.
7 For ( the Company ) (Authorised Signatories)
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