FAIRFUND

 

 

THE FAIRFUND FOUNDATION (UK) LTD

COUNTY MARK HOUSE

50 REGENT STREET,

LONDON. W1B 5RD

ENGLAND

 

TEL : +44.207.4324595

FAX : +44.207.4324596

EMAIL : INFO@FAIRFUNDFOUNDATION.ORG

 

 

CC : Johann Corporation Pty Ltd

        BS Biotech Co., Ltd

        Mr. Kwon-Seok Kang

        Chairman & CEO

 

Industrial Bank of Korea, Seoul,Korea

CC:Mr. Keun Ju,Lee

Head of Planning Team

International Finance and Trade Dept.

 

16th May 2006

 

 

Dear Sirs.

 

 

As chairman of The FairFund Foundation, I can confirm that subject to agreeing terms and conditions that we are able to structure the funding requirements for the construction the Civil Complex in Shinan-gun, Korea.

 

We welcome the opportunity to present the FairFund structure through the Johann Corporation, and can confirm that the project can be fully funded against a Standby Letter of Credit (SLC) issued by a European based intemational bank. The issuer can be the correspondent of a non-European bank. The SLC, must be specific and restricted to the terms and conditions of the underlying Benefactor Agreement that will be ratified before issue of the SLC. The advising bank (to which the SLC pre-advice will be delivered) acting as lender to the FairFund Foundation will confirm their willingness to treat the SLC in accordance with the inherent conditions and that in their opinion the SLC as a contingent guarantee will never be called. Please find attached a document titled “Making Concession Funding Work for all.” Your project will be classified as Concession Funding”and not an emerging market protected project funding, which is the main activity of FairFund.

 

It is with great pride that we present our offer of Concession Funding in exchange for an SLC as a Benefactor, which allows the project to be constructed and fully developed with all fixtures and fittings ready for occupation and function under its intended use. Under Concession Funding, the project will be free and clear of all debt but evidently, the beneficial owner will be subject to taxation under tax legislation in the jurisdiction of benefit.

 

We eagerly await your reply to this letter, the opportunity to further these arrangements through Johann Corporation Pty Ltd. We will submit the name of our receiving(advising) bank on receipt of your conditional intent to proceed.

 

 

Letter of Internet for issue of an SLC

 

<Benefactor Letterhead>

 

 

DATE:

 

THE FATRFUND FOUNDATION (UK)LTD,

 

Copy : e-mail: chairman@fairfundfoundation.org

ATTN : EDGARD HALL

Governor & Chairman

 

Original hard copy to:

C/O WILLIAM FRY (SOLICITORS)

FITZWILTON HOUSE

WILTON PLACE

DUBLIN IE D2

 

 

ATTN: Mr. Declan O’Sullivan (Solicitor)

William Fry Solicitors

 

Re: Support for the Fair Fund Foundation (“Fair Fund”)

 

 

Dear Sirs:

 

We/I , the undersigned officer of (the Benefactor”) hereby confirm for and on their / my behalf that, subject to the conditions herein set forth, the Benefactor is prepared to act as a Benefactor to the Fair Fund Foundation, in fulfilling that role, the Benefactor is prepared to make available to Fair Fund a Standby Letter of Credit (the “SLC”) in the amount of $ ,000,000,00, for a term of five years and thirty days, (or one year and thirty days renewable for five years), This Benefaction shall be used as the basis for a project company.

 

The SLC will be issued and / or confirmed within the EU by a senior European Bank. Particulars of the proposed SLC, including the issuing bank, are set forth in Schedule A to this letter. Full particulars as to the origin and beneficial ownership of the Capital and or assets supporting the SLC will be / are known to the issuing Bank, as set forth in Schedule A to this letter. We/ I understand that as issuer of the SLC, the named bank must be able to comply with all disclosures if requested by the Beneficiary Bank in accordance with the Money Laundering and Counter Terrorism legislation.

 

We / I, the undersigned and named persons, do hereby certify that we/I have full legal and unrestricted right to dispense the Capital without third party consent or liability.

 

We / I, , hereby certify that:

 

•This Application to act as a benefactor supported by Schedule A hereto is correct based on enquiries made from our incumbent bank;

 

• The Corporate information, as set forth in Schedule B hereto, is true and correct at this time; and,

This commitment to act as a Benefactor and to accept contingent liability in support of a loan to Fair Fund by the issue of an SLC is subject only to:

 

1. the completion, to the Benefactors (our) satisfaction, of the due diligence made by FairFund on statements relating to the fund in which the loan capital will be invested with full dynamic capital protection. We, understand this to be the Enterprise Development Fund (EDF), or such other fund as FairFund may elect to Invest in.

 

2. our acceptance of the contractual arrangement as defined within the Benefact or Agreement to be agreed between us and FairFund; and

 

3. confirmation within such Benefactor Agreement that the arrangement to be made by FairFund as the sole investor into the EDF provide that the net loan value(circa 96%) of the SLC value shall be paid directly to the registered Administrator of the EDF at its nominated account. Payment to the Administrator will be after receipt by the SLC lending bank of the written undertaking by the Administrator of :

 

• its obligation to cause the participating shares of equal value to be registered inthe name of the FairFund Foundation and held to the beneficial ownership of the FairFund Foundation;

 

• That there exists Dynamic Capital Protection from receipt to term of 100% ofthe issued share value;

 

• Furthe more, that the Administrator shall pay the liquidated value of the attributable shares at term or on early termination to the bank and loan account of the SLC lending bank to a value not greater than the original loan value as full and final settlement of the loan account;

 

• That loan interest is paid 2 quarters in advance and that there is always one quarter fully prepaid. If during any quarter the third quarter is not paid, then the loan shall be instantly recalled;

 

• On settlement of the loan at term or early termination solely due to nonpayment of interest such settlement shall release the SLC, free, clear and unencumbered;

 

4. You, FairFund, are to ensure that dissemination of the information herein is restricted on a "need to know" basis, and shall only be disclosed to the authority in charge of establishing the correctness and authenticity of the Benefact or seligibility to act as a Benefactor. We / I the undersigned as the authorised signatory, hereby authorise and consent to such due diligence investigation as the financial institutions may deem necessary to establish the accuracy and correctness of the information set forth in the Schedules hereto. Forwarding the letter from your bank in response to your request for a SLC facility, will evidencey our good standing with your bank.

 

We / I trust that this conditional commitment for and on my / our behalf to act asa Benefactor meets with your approval and is sufficient to initiate that process.

 

 

Signed:

 

Name of Signatory

 

 

Schedule A

 

 

 

SCHEDULE B

 

 

CORPORATE INFORMATION

 

FULL LEGAL NAME OF CORPORATION:

 

REGISTERED HEAD OFFICE ADDRESS:

 

JURISDICTION OF INCORPORATION:

 

DATE IF INCORPORATION:

 

NAMES AND ADDRESSES OF DIRECTORS:

 

NAMES AND ADDRESSES OF OFFICERS:

 

IF THE CORPORATION IS CLOSELY HELD, NAMES AND ADDRESSES OF SHAREHOLDERS:

 

NAMES AND ADDRESS OF CORPORATE SOLICITORS

 

NAMES AND ADDRESS OF CORPORATE AUDITORS/ACCOUNTANTS

application to be a benefactor by slc

APPLICANT:(NAME AND ADDRESS)

(FOR OFFICE USE ONLY)

DATE OF AFFLICTION:

PLACE OF AFFLICTION:

LOI WAS PRESENTED ON

BENEFACTOR AGREEMENT TO BE RATIFIED WITHIN

DAYS FROM ISSUE OF THE LOI

SLC APPROVAL TO BE ISSUED DAYS FROM SIGNING THE BENEFACTOR AGREEMENT

BENEFACTOR INCUMBENT BANK NAME:

TEL: EMAIL:

NAME BANK OFFICER:

IF INCUMBENT BANK IS NON EU, PLEASE GIVE THE NAME OF THE CORRESPONDENT BANK WITHIN THE EU WHO WILL ACT AS

CONFIRMING BANK:

ADDRESS OF INCUMBENT BANK

ADDRESS OF EU CORRESPONDENT BANK:

(DUBLIN OR LONDON BASED)

IS THE CORRESPONDENT BANK ALSO THE ADVISING BANK? TES NO

IF NO FLEASE NAME THE PROPOSED ADVISING BANK

AMOUNT:(IN WORDS & FIGURES)

_______________DOLLARS(US)

$.......................

OTHER ACCEPTABLE CURRENCY:US $, UK £, SFR, SDR.

ADVISING BANK IN THE EU WITH FULL ADDRESS:

TEL: EMAIL:

NAME BANK OFFICER:

Documents required

•LETTER ADDRESSED TO THE BENEFACTOR BY ITS APPOINTED BANK ON ITS LETTERHEAD, CONFIRMING THE BANK WILLINGNESS TO PROCESS AN APPLICATION FOR A CONDITIONAL STANDBY LETTER OF CREDIT TO A STATED VALUE ALWAYS SUBJECT TO TERMS AND CONDITIONS TO BE ACCEPTED BY THE ISSUING BANK COMPLIANCE DEPARTMENT AND CREDIT COMMITTEE;

• CERTIFIED TRUE COPY OF PASSPORTS; (SIGNATORIES)

• TWO UTILITY BILLS SHOWING TOUR DOMICILE;

• CERTIFICATE OF INCORPORATION

• MEMORANDUM AND ARTICLES.

LIST OF SHAREHOLDERS WITH PERCENTAGE CONTROL(FULL NAMES, ADDRESSES AND PASSPORT NUMBERS)

Note: The above listed documents are only required if the applicant is a corporate or private entity. Banks and / or subsidiaries of known financial institutions need only name their parent entity.

Declaration of Right to dispense Capital

WE / I DECLARE THAT THE CAPITAL VALUE COVERED BY THIS LOI AND / OR PLACED AT OUR DISPOSAL WAS LEGALLY EARNED THROUGH BUSINESS AND / OR INHERITANCE AND IS NOT SUBJECT TO ANY THIRD PARTY CLAIM OR TITLE UNDER THE FINANCE, INVESTMENT OR INTERMEDIARIES ACT OR LAW FROM ANY JURISDICTION AND IN PARTICULAR THE USA.

Declaration of Future Intent

We / I declare that the commitment value referred to in this LOI represents aggregate value available to our order and control, which at out discretion may be allocated to the FairFund Foundation on a date within one year in support of a project funding loan related to a project to be nominated by us.

Application

We / I hereby request you to arrange with your Governors and Bnak so that we / I may be Benefactors to the FairFund Foundation. Furthermore, we / I do (not) have a project for appraisal by the Foundation.

AUTHORISED

SIGNATURE: SURNAME: FIRST NAME:

DATED: