Date: __________

To: [Lender]

APPOINTMENT OF PROCESS AGENT

We refer to the credit facilities granted by [Lender] (the “Lender”) to [Borrower] (the “Borrower”) pursuant to a term loan facility agreement dated [date] and a term loan facility agreement dated [date] (collectively the “Facility Agreement”, which expression shall include such Facility Agreement as amended, supplemented and varied from time to time).

2. Pursuant to the Facility Agreement, a joint and several guarantee and indemnity dated [date] (the “Guarantee”) was executed by us, as Guarantor in favour of the Lender. 

3. We irrevocably appoint [Process Agent] a company incorporated in Singapore under company registration no. [ ] with its registered office at [address] as our agent in Singapore with full authority to receive, accept and acknowledge for us and on our behalf, service of process in any Proceedings in relation to any matter concerning the Guarantee. Such service shall be deemed completed on delivery to the process agent (whether or not it is forwarded to and received by us). We undertake not to revoke the authority of the aforesaid process agent and if, for any reason, the process agent ceases to be able to act as such or no longer has an address in Singapore, we shall promptly appoint a substitute process agent in Singapore acceptable to the Lender, and to forthwith deliver to the Lender the new agent’s acceptance of that appointment within 14 days Provided That until the Lender receives such acceptance, the Lender shall be entitled to treat the agent named above (or its successors) as our agent for the purpose of service of process in any Proceedings in relation to any matter concerning the Guarantee.

4. Capitalised terms used in the letter shall have the respective meanings ascribed to them under the Facility Agreement unless the context otherwise requires or it is expressly defined in this letter.

5. This letter shall be governed by and construed in all respects in accordance with the laws of Singapore. In relation to any legal action or proceedings arising out of or in connection with this letter (“Proceedings”), we hereby irrevocably submit to the jurisdiction of the courts of Singapore and waives any objection to Proceedings in any such courts on the grounds of venue or on the grounds that the Proceedings have been brought in an inconvenient forum.


Yours faithfully


__________________
Name: 
Title: Director
For and on behalf of
[Borrower]



ACCEPTANCE OF APPOINTMENT OF PROCESS AGENT

We, the undersigned, confirm our appointment as process agent in Singapore for [Borrower], a company duly organised and existing under the laws of the [ ] with company registration no [ ] and with registered office at [ ] in connection with the Guarantee, on the terms set out above in this letter.



Yours faithfully



______________________
Name:
Title: Director
For and on behalf of
[Process Agent]