THE EXPORT-IMPORT BANK OF KOREA

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					                   REQUEST FOR PROPOSAL
                 [THE EXPORT-IMPORT BANK OF KOREA]


[•]
[Address]
Attn.: Mr. [•]

[DATE]


Dear Sir,


[•] Project

From February this year, our Bank has been negotiating with one of leading European
ocean ship operating companies based in [Name of the Country] (the “Company’) about
[•] Project (the "[•] Project") as the “sole lender”. The brief description of [•] Project is
set out below and further details of the [•] Project will be provided to you when the
related materials of the Projects are available to us and, where your esteemed law firm is
contractually engaged in. This request is only for the [•] Project.

Our Bank prepared and provided the Company very brief Term Sheet and, as of now,
our Bank and the Company have negotiated some basic terms and conditions, such as
pricing of the loan and related securities obtainable by our Bank (but not settled all). To
minimize the potential risks of our Bank as lender and to expedite the procedure, our
Bank decided to engage and instruct an international law firm with good experience in
the Project similar to [•] Project on behalf of our Bank as the sole lender. The
engagement will be for two phases: (I) project document review and risk analysis and
(II) financing/securities documentation and closing, with almost all emphasis on phase
II.   The Company has an option for second [•] Project which is also within the scope of
our Bank’s financing. However, the financing scheme related to the second [•] Project is
not within the scope of this request




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A.       [•] Project Description
The [•] Project is under construction at [•] and is scheduled to be finished by [•], 20[•].
The costs of the [•] Project will be approximately USD [•] (or its equivalent). Funding
for this will come from two sources; up to [•] % (or its equivalent) from shareholder
funds, up to [•] % (or its equivalent) from our Bank. Our Bank’s loan will be extended
to the Borrower before the finish of the [•] Project. It will be provided on a limited
recourse basis and English law will probably be used for all financing documents except
for certain security documents which will be governed by the law of [Name of the
Country] where the SPC (the “Borrower”) to be established.
As of now, we consider below securities as obtainable ones:
-       First priority mortgage;
-       Assignment of Insurance;
-       Assignment of Borrower’s rights in the [•] Contract and AP-Bond;
-       Accounts security-escrowing the accounts of the earnings, reserve and etc.;
The engaged law firm is supposed to give related advice, to do review and
documentation of the main loan agreement, required security documents, processing the
required perfecting the securities, and to opine necessary formal legal opinions (re.
governing law country, flag ship country, etc.)
To reduce the time constraint, we are now preparing the first draft of the loan agreement
by ourselves which will be provided to the law firm for revision soon after a law firm is
engaged for the [•] Project.
The anticipated timetable for the financing of the Project is as follows:
[~ [•], 20[•]]   Finishing negotiation of key terms and conditions for the financing
[~ [•], 20[•]]   Loan approval
[~ [•], 20[•]]   Financial close

B.       Your proposal
If you are interested in being engaged and instructed on this [•] Project, please provide
us with your proposal taking into account the following matters.
Liaison with advisers
The legal counsel will be required to liaise, if necessary, with [Name of the Country]
legal counsel and the lender's domestic legal counsel (i.e. Korean legal counsel).


Work-scopes:
●       The legal counsel will be provided with a copy of documents related to the [•]
Project, such as the Information Memorandums, [•] Contracts, AP-Bond and [•]
Agreement, etc. We do not think in-depth analysis of the [•] Project except, for the



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purpose of analysing and obtaining securities, e.g. the Time Charter Agreement, is
required for the legal counsel. The legal counsel will be expected to review the possible
securities and other legal issues of concern to our Bank and also to report the result to
our Bank. Upon completion of the report, the legal counsel may be required to discuss
its findings with the Borrower (the “Due Diligence Report’). However, these works will
be required to the unavoidable least scope;


●       negotiating and drafting loan agreement based on our first draft mentioned
above including security documents (the "Financing Documents");
●        preparing legal opinions in respect of the Financing Documents;
●        co-ordinating and supervising the perfection of securities, especially including
the perfection of the first priority ship mortgage;
●       co-ordinating and supervising the fulfilment of conditions precedent; and
●        all other ancillary matters.
Format of Proposal/Additional Information
As well as taking into account the above, your proposal should include your response on
the following:
●       whether your firm has any conflicts of interest with respect to the Company or
the Projects that could prevent you acting;
●        details of your experience in [•] financing as counsel for the lender;
●        details of the team of lawyers you would dedicate to this transaction, their
individual curricula vitae (including relevant experience) and their availability;
possibility of including counsel with fluency in Korean in the team; and possibility of
setting the base of the team at a place which is not so different in time from Seoul,
Korea (e.g. Hong Kong, Singapore or Tokyo);
●       details of [Name of the Country] counsel that you have worked with previously
and would be comfortable working with again on this [•] Project
●       a fee proposal as follows:
●                capped fee proposal on the scope of work set out above which would
apply regardless of the actual time required to complete the whole scope of work;
●              blended fee proposal for all qualified lawyers (without a fee cap); and
●              discounted hourly rates (without a fee cap);
●      an estimate of out-of-pocket expenses likely to be incurred for all the scope of
work above;
●         a brief note of any issues you would anticipate arising from this transaction; and
●         details of any other relevant information that you consider to be relevant and of
interest to the [•] Project.



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We would appreciate receiving your proposal by [•], 20[•]. Please note that we send
the RFP to two international law firms including your esteemed one.



C.       Confidentiality
Please note that the information contained in, and enclosed with, this letter is
confidential and is intended to be used exclusively for your consideration of a proposal
to act as legal counsel to our Bank. By retaining a copy of this request for proposal, you
agree to treat its contents as confidential and you agree not to disclose any of its
contents to any other person.
We look forward to receiving your proposal. Should you have any queries, please feel
free to contact Mr. [•], [Title], [•] Department by; Tel. : [•]/ Fax. : [•]/ E-mail : [•].




Yours faithfully,




[Name],
[Title], [•] Department
The Export-Import Bank of Korea




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