EXHIBIT 10.9
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.
CONTRACT OF LOAN (LIMIT) TRANSACTION
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Revenue
Stamp
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To Korea Exim Bank Date 2003. 03.
Name (Sign)
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Address:
I understand that in the loan transaction with Korea Exim Bank (hereinafter
referred to as the "Bank") according to the conditions hereinafter, the standard
contract of loan transaction will be applied. I duly recognize the following
articles.
ARTICLE 1 CONDITIONS OF TRANSACTION
The conditions of transaction are as follows.
(In the event there are multiple choices, please listen to the employee's
explanation and place an "x" xxxx inside the appropriate "[ ]")
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Loan subject Comprehensive export funds
(Loan type) (Import fund loan on deeds)
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[x] Limit transaction
Transaction [ ] Revolving credit transaction
classification [ ] Spent credit transaction
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Loan(limit) [ ] In the range of four hundred thousand USD ($400,000 US)
Amount [ ]
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Purpose of
fund Purchase of facility materials
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Loan (limit
transaction) [x] From commencement of loan within 2 years
period [ ] From to
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Interest
rate Percentage per annum decided by Korean Exim Bank
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Arrears
Compensation
interest Percentage per annum decided by Korean Exim Bank
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Calculation A. Won currency : 365 days considered as 1 year, interest is calculated
of interest on a daily basis.
and arrears B. Foreign currency : 360 days consiered as 1 year, interest is
compensation calculated on a daily basis.
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Independent loan amount is decided hereinafter for each transaction.
Independent [ ] Amount required for production within ( ) % of balance of
loan amount amount already received subtracted from contract fee of export
(applies to contract, export credit market or product supply contract
limit [ ] Within ( ) % of import fee or pre-import fee
transaction) [ ] Miscellaneous :
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Independent [ ] On each independent loan, within the period from
loan period initial loan date ( ) plus ( ) days
(applies to [ ] On each independent loan, within the period from initial
limit loan date plus ( ) months
transaction) [ ] Miscellaneous:
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[ ] Execute the whole amount on commencement of loan
[ ] Part execution after confirmation of the bank of asset purpose and required
amount based on documentary evidence and spot goods
Method of [ ] Execute as required by the customer with preset credentials
loan [ ] Miscellaneous:
execution ( )
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[ ] Repayment of within expiry of loan
[ ] Repayment of the whole amount on expiry of loan. Installment
repayment is possible with the bank's approval.
[ ] First repayment after ( ) months, installment
repayment for ( ) according to installment repayment date chart
[ ] Defer payment for ( ) years ( ) months after commencement,
installment repayment afterwards according to installment repayment date chart.
[ ] Miscellaneous:
( )
[ ] Any bank deposit repayments through ATMs or electronic banking
Method of means after bank business hours may not be recorded as being repaid
repayment on the day
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[ ] Initial interest will be paid within ( ) months of commencement,
latter interests will be paid within ( ) months of the day after
final calculation of paid interest
[ ] Paid according to a separate installment repayment date chart
Time and [ ] Miscellaneous
method of ( )
interest [ ] Any bank deposit repayments through ATMs or electronic banking
payment and means after bank business hours may not be recorded as being repaid
method on the day
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1. In the event interests, installment payment or installment payment principal
and interest is not paid by the due date, arrears compensation shall be made
according to the amount that was to be paid.
2. In the event the debt is not discharged at the expiry of the loan or the
interest of the expiry date lost according to standard contract of loan
transaction Article 7 (including standard contract of loan transaction Article
9, redemption debt of discount xxxx), arrears compensation shall be made
according to the amount of loan remaining.
ARTICLE 3 SPENDING AND REVOLVING MAINTENANCE OF LIMIT TRANSACTION
1. For spending, application for each independent loan will be made within range
confirmed through documentary evidence of asset purpose and the amount spent
(such as trade contract) and is not greater than the loan limit amount in
Article 1 that is the sum of applied loan and the total of each independent loan
(including approved amount not withdrawn) until the date of application. The
bank may confirm this and approve of it at its own discretion.
2. For revolving, application for each independent loan will be made within
range confirmed through documentary evidence of asset purpose and the amount
spent (such as trade contract) and is not greater than the loan limit amount in
Article 1 that is the sum of applied loan and the loan balance of each
independent loan (including approved amount not withdrawn) until the date of
application. The bank may confirm this and approve of it at its own discretion.
3. In the event of repayment through revolving, the loan amount limit within the
loan limit transaction period in Article 1 will be revived as to the repaid
amount. The same is not true for spending type.
ARTICLE 4 INDEPENDENT LOAN INTEREST RATE FOR LIMIT TRANSACTION
For limit transaction, the independent loan interest rate for limit transaction
is decided by the clauses hereinafter.
1. Loan interest rate for fixed interest loan (including added interests) : Loan
interest rate on the date of application of independent loan approval
2. Loan interest rate for variable interest loan : Standard interest rate is the
standard interest rate for corresponding initial date of interest, added rate at
the added rate of date of approval of loan.
ARTICLE 5 TOTAL AMOUNT OF LOAN AND NOTIFICATION OF INSTALLMENT REPAYMENT DATE
CHART
1. For installment repayment loan, the total amount of debt will be decided
after the execution.
The method of execution will be based on installment repayment date chart,
receipts and other evidences.
2. Install repayment date chart affixed to the contract shall be recorded by the
bank on confirmation of total loan amount according to Article 1 and shall be
notified to the debtor and joint sureties.
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ARTICLE 6 REDUCTION AND SUSPENSION
1. In the case of a line transaction or an installment loan, the bank may decide
to reduce the loan (line) amount in Article 1 through notice or temporarily stop
the loan execution regardless of the transaction period due to sudden changes in
national economy and financial state or significant deterioration of personal
credit state of the loanee. In this event the loanee shall pay any amount
exceeding the line due to the reduction.
2. The bank shall withdraw the reduction or the suspension caused by the reasons
stated in Clause once such matters are solved and normal loan transaction is
possible.
ARTICLE 7 SERVICE CHARGE FOR REMAINING LIMIT IN THE CONTRACT
1. For limit transaction or foreign currency loan and there exists a separate
clause for any remaining amount within the credit limit set in Article 1,
service charge shall be paid according to the standards set by the clause
(hereinafter referred to as "contract service charge").
2. In the event the payment of contract service charge is delayed, arrears
compensation shall be made for the delayed amount according to the arrears
compensation rate.
ARTICLE 8 REVENUE STAMP
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 9 REPAYMENT CURRENCY AND EXCHANGE RATES
Principal and interest of foreign currency loan may be repaid with loaned
currency or with won currency. Exchange rate in the event of repayment through
won currency the telegraph transfer sales rate towards customer shall be
applied.
ARTICLE 10 SECURITY AND INSURANCE
1. The loanee 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 loanee 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.
2. If the items in Clause 1 is transferred to another through export or
technology contract, on reception of the xxxx of debt, surety of payment or
trust contract offered, the debtor shall immediately offer the above as pledge
to the bank as part of the items in Clause 1 regardless of bank's export loan
deferred payment finance agreement with the debtor.
ARTICLE 11 PREMATURE REPAYMENT
1. For export fund loan deferred payment finance (includes technology fund loan,
technology finance and foreign investment related loans), to repay the loan
before the expiry date, the details must be discussed with the bank 30 days
before the planned repayment date.
2. In the event of loan repayment in Article 1 before its expiry, and there is a
pre-existing clause on premature repayment amount, the service charge shall be
made according to the standards set in the clause.
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ARTICLE 12 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.
Classification 20 . 20 . 20 . 20 . 20 .
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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
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 publicization 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 loanee and the bank.
ARTICLE 13 SUBMISSION OF DATA
1. I agree to submit the following documents stated below in each respective
period and any other documents required for the maintenance of the loan contract
on the bank's request according to bank's standard contract of loan transaction
Article 17 and Article 19.
1. Each quarter : Surtax returns, trial balance of totals and balances,
statement of current debts, sales estimates to customers and of items
2. Each half-year : Half-year accounts report, surtax returns, trial
balance of totals and balances, statement of current debts, sales estimates to
customers and of items
3. Each year : Certified public accountant's inspection report (financial
statement of settlements), related statement of settlements, corporation
registration transcript, business registry, shareholders book, article of
corporation, summary sheet of earned income tax collected, estimated statement
of settlements (3 years), state of major business relations, copies each permits
and technology permit related documents (KS, ISO, patent rights, etc),
labor-management dispute statement, miscellaneous product descriptions,
concentric trades reference data, etc.
4. On demand : Trial balance of totals and balances, statement of current
debts, documentary evidence of asset spendings, etc.
2. I agree to submission of the following documents on request of the bank for
the purpose of the company's foreign currency risk state and maintenance
conditions in evaluating credit information.
1. Foreign currency risk maintenance structure and maintenance regulations
conditions
2. Foreign currency supply and application statement
3. Foreign currency derivative product trade statement
3. I agree to submit, on request of the bank, the financial state, loan target
business state, the finance and economic environment of the target country or
invested country and other required data of the opposite contracting party of
any export contract, technology contract, import contract and joint investment
contract (hereinafter referred to as "loan target contract").
4. I shall submit data on foreign investment, foreign business or current state
of important resource development project related to this contract every 6
months or as requested by the bank.
5. If any imported items related to this contract was imported for the purpose
of sales or has been converted for the purpose of sales, its monthly store and
sales state (number, amount, sold company, date of sale, receipt of cost, etc)
shall be reported to the bank by the 10th of the following month.
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ARTICLE 14 FULFILLMENT AND MODIFICATION OF LOAN CONSIDERATION CONTRACT
1. I shall carry out any business related to this contract as to the terms of
the loan consideration contract.
2. I shall not change the terms of loan consideration contract without prior
approval of the bank.
3. In the event there has been a breach or possible breach of a loan
consideration contract by the debtor or the opposing party of the loan
consideration contract, I shall submit detailed report including contents,
reason and solutions to the bank immediately.
4. I shall maintain the effect of loan consideration contract and approval,
registration, and declaration in Article 16 Clause 3.
5. In the event of related government branch's action, labour dispute or court
action that could effect the loan consideration contract, I shall immediately
inform the bank.
6. If Clauses 1 through 5 is not is not carried without a reason, I shall agree
to any actions by the bank.
ARTICLE 15 APPROVAL OF COST OF CONTRACT FULFILLMENT
1. I shall fulfill the sections hereinafter.
1. Any advancement payment deposited in relation to loan consideration
contract shall only be used for purposes approved by the bank.
2. For import funds loan, any import items related with the contract may only
be used for the purposes declared when applying for the loan. If there is a
significant reason, the items maybe used for other purposes with the approval of
the bank.
ARTICLE 16 DECLARATION AND GUARANTEES
1. I declare and guarantee to the bank the following sections to be true and
accurate.
1.The opposing party in the loan consideration contract was established
according to the law of the related country and has capacity of rights, action,
right to agree to loan consideration contract and capacity to fulfill the
contract.
2. The loan consideration contract has passed the internal procedures of the
related parties (resolution of board of directors, etc) and was established
legally according to the law of the related country.
3. The opposing party and the debtor have both carried out approval,
registration and declaration responsibilities for the effect, maintenance and
debt fulfillment of loan consideration contract, including the related country's
import/export, foreign investment, primary resource development approval and
remittance approval.
4. Neither the debtor nor the opposing party is under any breach of debt
contract and has arrayed tax payment of the government or other public
institutions.
5. Neither the debtor nor the opposing party has experienced action or
bureaucratic procedures or arbitration that could seriously effect the financial
status of the respective parties, and is not under any possible circumstances to
be part of any such action.
6. The loan consideration contract is an act of commercial affair between the
debtor and the opposing party and the opposing party has given up the rights to
any primary immunities he holds or may hold in the future in relation to the
loan consideration contract.
7. The loan consideration contract is in accordance with the primary contract
and any xxxx of debt, guarantees or trust chapter was submitted by the opposing
parting was issued in full compliance.
8. All data, information and documentary evidences submitted by the debtor on
the debtor, opposing party and the related country are accurate and true.
9. Financial statements of the debtor, subsidiary company or related company
submitted by the debtor is accurate and was made in accordance with the general
accounting principle.
10. The debtor has not received any financial support from other financial
institutions in relation to the business receiving support from the bank, and
will not receive any overlapping financial support in the future.
ARTICLE 17 MISCELLANEOUS SPECIAL CLAUSES
(Name) (Sign)
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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
(Name) (Sign)
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