EXHIBIT 10.16
CONTRACT OF LOAN TRANSACTION (ENTERPRISE)
Corporation Korea Exchange Bank
The bank shall explain the key contents of this contract and distribute the
copies of this
contract and the bank's standard contract of loan transaction.
----------------------------------------------------------------------
I understand that in the loan transaction with Korea Exchange Bank (hereinafter
referred to as the "Bank") according to the conditions hereinafter, the standard
contract of loan transaction (includes deposits transaction contract for savings
revolving loan, current account loan) will be applied. I duly recognize the
following articles.
ARTICLE 1 CONDITIONS OF TRANSACTION ([ ] is recorded by the debtor, place a
check mark inside [ ])
1. The loan subject, contract(limit) amount, contract period, interest, security
rate, arrears compensation rate, and transaction method is as below. The period
and method of loan execution is determined by the bank, the debtor pays the
interest according to the calculation method and payment time determined by he
bank. In the event of extension of contract period or change of external loan
rate or loan rate due to the bank's supply purpose, or the period of the loan is
longer than a year, the bank may change the interest, security rate.
Arrears
Contract Contract Interest, compensation Transaction
Loan subject (Limit) amount period security rate rate method
------------- -------------- -------- ------------- ------------- --------------
One billion [ ]Fixed
Corporate six hundred [ ]Variable Minimum % [ ]Limit
purchase fund million won % pa Maximum % [ ]Independent
------------- -------------- ------------- ------------- --------------
[ ]Fixed
[ ]Variable Minimum % [ ]Limit
% pa Maximum % [ ]Independent
------------- ------------- --------------
[ ]Fixed
[ ]Variable Minimum % [ ]Limit
% pa Maximum % [ ]Independent
------------- ------------- --------------
2. For limit transaction loan in Clause 1, loan and repayment maybe freely made
within the limit amount and the period, for independent loan the loan amount
shall be repaid in whole sum by the end of agreement.
3. For limit transaction loan a separate period maybe set for one revolution
period and independent loan period. This period is determined by the bank.
4. For installment repayment transaction loan, ( ) years ( ) months is
deferred from the time of initial loan payment. From the end of deferred
period, the loan amount is repaid for ( ) years ( ) months, or without
deferred period, according to the installment repayment date chart distributed
by the bank.
5. For deposits loan, based on loan payment date, installment repayment is made
monthly.
6. The bank may confirm fund purpose and required amount through documentary
evidences and such than execute installment.
1
7. For using independent loan within the loan subject limit in Clause 1, the
debtor shall submit an application set by the bank. The clause still applies
even if the application form is exempted through the bank's discretion.
8. For calculating interest, security charge and arrears compensation 365 days
are considered as 1 year, interest is calculated on a daily basis. But in
foreign transactions, international and business customs will be applied, that
is if 1 year is considered as different number of days.
9. Any bank deposit repayments through ATMs or electronic banking means after
bank business hours may not be recorded as being repaid on the day.
ARTICLE 2 AGREEMENTS ON PAYMENT GUARANTEE
1. The bank may stand surety exceeding the period or the amount set in Article 1
on the request of the debtor. This agreement applies to the exceeded amount.
2. The application for payment guarantee is made on the preset payment guarantee
application form. The bank may guarantee payment through issuance of payment
guarantee, bill guarantee, bill transfer and other debt guarantee methods at its
discretion.
3. The bank on basis of this agreement may fulfill the guarantee before the
expiry of guarantee date according to a separate prior payment clause (in the
event of transaction suspension measure by bill exchange center or request for
bankruptcy) without notice to the debtor and regardless of the expiry of the
primary debt. The method and the amount of the fulfillment are based on the
conditions in the payment guarantee and the debtor shall repair the guarantee
the bank has fulfilled instead.
4. The debtor does not incur responsibilities on the bank on the primary debt
guaranteed by the bank by depositing the payment funds the day before payment or
fulfilling the debt on the day of payment.
5. On fulfillment of the debt by the debtor or termination of the primary debt
through offset, immunity or expiration, and the opposing party requests
fulfillment of the contract or the bank's guarantee is affected by pledge or
changes in expiration, the debtor immediately informs the bank.
6. In the event the bank fulfills the guarantee on request of the claimant upon
delay of the notification in clause 5, the debtor shall make compensations for
the amount as repayment debt.
7. When the bank fulfills the guarantee, the debtor repays the following.
1. Guarantee fulfillment amount
2. Expenses incurred through guarantee fulfillment
3. Expenses incurred exercise or preservation of rights of other debtors
4. Any arrears compensation for expenses in Clause 1 through Clause 3 from
the time of payment to the time of repayment according to the rates in Article
1.
ARTICLE 3 PREMATURE REPAYMENT CHARGE ([ ] Agree [ ] Disagree Check the
according [ ])
1. In the event of part or whole premature repayment of the loan (hereinafter
referred to as "Premature repayment"), premature repayment service charge will
be paid to the bank as to Clause 2 unless otherwise stated by the bank.
2. Premature repayment service charge is calculated by multiplying premature
repayment amount by the service charge in the following sections.
1. Variable interest rates
1) Remaining loan period is more than ( ) months and less than ( ) months (
)%
2) Remaining loan period is more than ( ) months ( )%
2. Fixed interest rates
1) Interest difference X remaining loan period (months)/12
2
2) "Interest difference" is the agreed upon interest of the initial loan
contract minus the standard interest for the remaining loan period, the
standard interest is announced by the bank.
3. For premature repayment of installment repayment loan, service charge is
calculated for each loan amount and for part premature repayment the installment
repayment coming up first is repaid first.
ARTICLE 4 SERVICE CHARGE FOR REMAINING LIMIT IN THE CONTRACT ([ ] Agree [ ]
Disagree Check the according [ ])
1. For any remaining amount within the credit limit set in Article 1, service
charge shall be paid according to the standards set by the following sections.
1. Formula : (Limit - Previous months average balance) X Service charge
rate X Days maintained in the previous months/365
2. Service charge rate : ( ) %
3. Average balance is calculated for each loan subject by the bank from the
time of final payment of the unused limit till the day of payment.
2. Service charge for remaining limit is paid on ( ) each month. For current
account loan and savings revolving loan it is added to the loan principal
regardless of the limit, if the balance is savings, it is deducted from the
savings.
ARTICLE 5 REVENUE STAMP (Check the according [ ])
1. Revenue stamp cost incurred by this contract shall be paid by ([ ]loanee, [
]bank, [ ]loanee and bank 50% each ).
2. In the event the bank pays the revenue stamp cost that was to be paid by the
loanee according to Clause 1, it shall be paid within a short period according
to bank's standard contract of loan transaction Article 4.
ARTICLE 6 SUBMISSION OF BILL OF DEBT AND CONFERMENT OF SUPPLEMENTARY RIGHTS ([ ]
Submit [ ] Do not submit Check the according [ ])
1. In loans excluding payment guarantee transaction a bill of debt excluding its
value and payment date will be published, endorsed by joint surety and submitted
to the bank.
2. The bank may supplement and exercise the xxxxx xxxx in Clause 1 if the debtor
does not pay the debts until the expiry of repayment date or transaction period,
or loses its rights due to the standard contract of loan transaction.
3. The amount of bill in the event of exercising Clause 2 shall be within the
sum of principal, interests, arrays compensations and other miscellaneous costs
incurred.
ARTICLE 7 SECURITY AND INSURANCE
The debtor will pledge any buildings or installed facilities along with the land
or building it is built on and including any miscellaneous facilities within as
a security to the bank unless otherwise stated by the bank. If the bank so
requests, the debtor shall enter into an insurance of the type and the amount
agreed by the bank and place a pledge for the bank on the insurance claim.
ARTICLE 8 DUTY OF MAINTENANCE OF REPAYMENT MEANS
1. I shall maintain adequate financial ratio as shown below for the purpose of
maintaining repayment means for the debts incurred by this contract. In the
event of other clauses such as Financial Structure Improvement, it shall be
affixed to the end of this transaction contract and considered a part of this
transaction contract.
3
Classification . . . . .
---------------- ----- ----- ----- ----- -----
Debt ratio % % % % %
Self asset ratio % % % % %
( )ratio % % % % %
( )ratio % % % % %
2. In the event of the following, the bank shall be consulted and agreed upon in
advance.
1. Merger, business transfer/acquisition and other sale/rent of important
assets
2. Investment on fixed assets for reasons other than specified in the
contract
3. Surety for other's debts
4. Entering new business or foreign investment
5. Company structure work out, privatization, or any other significant
management changes
6 Transfer or important assets for issuance of asset security deed
3. I shall agree to the acts of following sections if the bank so requires for
the maintenance of the transaction contract.
1. Sales of owned real estates or securities
2. Investment of majority shareholder
3. Issuance of new shares to be purchased or going public of the company
4. The 1st and the 3rd Clause will only be applied in the presence of any
special agreements for each Clause between the debtor and the bank.
ARTICLE 9 MISCELLANEOUS SPECIAL CLAUSES
2005. 10. 21
Debtor : Name
---------------------------------------------
Address
I have received the bank's standard contract of loan transaction and the copy of
this contract, and have sufficiently heard and understood its contents
Receive written documents of the contract : [ ] Yes [ ] No
4
To Korea Exchange Bank
I would like to apply for the loan amount of the following as determined by your
bank, and agree that to your bank's standard contract of loan transaction
applies.
Name:
Company:
Representative:
Phone:
Received bank's standard contract of loan transaction
--------------------------------------------------------------------------------
Amount One billion Six hundred million won
------------------------------------------- -----------------------------------
Subject Corporate purchase fund
------------------------------------------- -----------------------------------
Period
-------------------------------------------
Fund purpose
-------------------------------------------
Interest rate % pa
------------------------------------------- -----------------------------------
Arrears compensation rate % pa
------------------------------------------- -----------------------------------
Time of interest payment
-------------------------------------------
Repayment resource and method
-------------------------------------------
Miscellaneous conditions
-------------------------------------------
Reason for application and fund usage plan
(for facility fund, summary of business
plan, for payment guarantee summary of
primary debt)
-------------------------------------------
Estimated Relation
Guarantee Place Type Number market price Pledgee with loanee
--------- ----- ---- ---------- ------------ ------- ------------
----- ---- ---------- ------------ ------- ------------
Occupation Address
Joint and Monthly Actual (phone
Sureties Name Age position income assets number)
--------- ----- ---- ---------- ------------ ------- ------------
----- ---- ---------- ------------ ------- ------------
----- ---- ---------- ------------ ------- ------------
----- ---- ---------- ------------ ------- ------------
----- ---- ---------- ------------ ------- ------------
5
Estimated assets (unit : million won)
Type ( ) results ( ) Predictions Calculation and completion methods
-------------- ----------------------- --------------- ------------------------------------------
1. Fill in maintenance fund column for
maintenance fund application, and both
columns for facility fund application
2. Calculating maintenance fund
1) Required fund for 1 revolution = (total
principal - added or subtracted costs) x
1 revolution period/365
2) 1 revolution period = (remaining
assets + sales rights + prior payout
amount)revolution percentage-(purchase
debts+ prior payment)revolution
3) Self assets = pure liquid capital -
pure liquid debts
3. Completing maintenance fund
1) Based on recent year or 6 months
results and predictions
Maintenance fund for 1 2) Primary sales business are calculated
revolution Total by primary transaction bank's loan limit
principal 3) When applying for amount exceeding
1 revolution period required fund for one revolution, record
Self asset Future the reason
deposits Insufficient 4) For those business with limit contents
Maintenance asset (plans for that are not applicable, it maybe left
Fund supply) blank.
-------------- ----------------------- --------------- ------------------------------------------
Total spent assets
Facility Primary Secondary
Fund loans Self assets
-------------- ----------------------- --------------- ------------------------------------------
Grounds for applied loan amount (trade funds, commercial bills)
----------------------------------------------------------------------------------------------------
Exports are in US$, total amounts in exchanged won amount, in ( ) for
production sales, record the number of sales
Classification Type ( ) ( ) Item ( ) ( )
-------------- -------- ------ ------ --------------------- ------ -------
Production Total ( ) ( ) Total Sales
( ) ( ) Original sales price
-------------- -------- ------ ------ General maintenance ------ -------
Sales Export ( ) ( ) sales fee
( ) ( ) Earnings from non
-------- ------ ------ business matters ------ -------
Domestic ( ) ( ) Expenses from non
( ) ( ) business matters ( ) ( )
-------- ------ ------ (Paid interests and ------ -------
Total ( ) ( ) discounts)
( ) ( ) Special Profit
Special loss
Registration fee
Period Total Profit
-------------- -------- ------ ------ --------------------- ------ -------
6
Business Plan
Exports are in US$, total amounts in exchanged won amount, in ( ) for
production sales, record the number of sales
Classification Type ( ) ( ) Item ( ) ( )
-------------- -------- ------ ------ --------------------- ------ -------
Production Total ( ) ( ) Total Sales
( ) ( ) Original sales price
-------------- -------- ------ ------ General maintenance ------ -------
Sales Export ( ) ( ) sales fee
( ) ( ) Earnings from non
-------- ------ ------ business matters ------ -------
Domestic ( ) ( ) Expenses from non
( ) ( ) business matters ( ) ( )
-------- ------ ------ (Paid interests and ------ -------
Total ( ) ( ) discounts)
( ) ( ) Special Profit
Special loss
Registration fee
Period Total Profit
-------------- -------- ------ ------ --------------------- ------ -------
Record of transaction with other banks (unit : million won, thousand US$)
* Record transactions with secondary fund institutions and private funds
* For import/export results, record previous years and correspond year's results
Bank Loan Pledge Savings Export Import
------------------------ -------------- ------------
Subject Amount Period Type Amount Type Amount
----- ------- ------ ------- ------ ------ ---- ------ ------ ------
----- ------- ------ ------- ------ ------ ---- ------ ------ ------
7
