COMFORT LETTER
PRIVATE AND CONFIDENTIAL
[Date]
OVERSEA-CHINESE BANKING CORPORATION LIMITED
65 Chulia Street #09-00
OCBC Centre
Singapore 049513
Attn:
[
]
Dear Sirs
Facility Agreement dated [ ] between (1) Oversea-Chinese Banking Corporation
Limited (“the Bank”) and (2) [name of Borrower] (“the Borrower”] (“the Facility
Agreement”)
We refer to the Facility Agreement. Words and expressions defined in the Facility
Agreement are to have the same meaning in this letter.
We refer also to the discussions and correspondence in connection with the Facility
Agreement involving ourselves, the Bank and the Borrower (“Negotiations”) and (subject
as provided in the next paragraph of this letter) confirm to you that as at the date of this
letter:
1. We are the beneficial owner of [
Borrower;
] per cent of the issued and paid up capital of the
2. It is our intention that until all monies due or owing by the Borrower to the Bank shall
have been fully paid and all the Borrower’s liabilities to the Bank shall have been
satisfied and discharged, the percentage of the issued and paid up capital of which we
are beneficial owner (whether directly or indirectly) shall not be reduced below 51
percent; and
3. We are aware of the provisions of the Facility Agreement and it is our intention to
ensure that the Borrower is in a position to:
a)
discharge its liabilities to you under the Facility Agreement; and
b)
comply with and perform its obligations under the Facility Agreement.
Nothing in this letter and nothing during the course of the Negotiations (including,
without limitation, any act, omission or representation by us or on our behalf) shall create
or imply any legally binding obligation on us, including without limitation, rendering us
liable to you as guarantor, indemnitor or in any other manner whatsoever in relation to
the Borrower’s obligations and liabilities to you under or in connection with the Facility
Agreement.
This letter shall be governed by and construed in accordance with [
OCBC Legal / Jun 2009 Comfort letter (non-binding)
] law.
If you have any queries, please do not hesitate to contact [Name] at [Phone No.] who shall
be pleased to answer your queries, if any.
Yours faithfully
for [
]
......................................................................
For and on behalf of [
]
Name of Authorised Signatory(ies):
Date:
OCBC Legal / Jun 2009 Comfort letter (non-binding)