EXHIBIT 10.14
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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(For limit transaction, enterprise)
To Korea City Bank Date 2005.11.29
Name (Sign)
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Address
I understand that in the revolving loan transaction (includes current account
loan and savings loan) with Korea City Bank (hereinafter referred to as the
"Bank") according to the conditions hereinafter, the standard contract of loan
transaction (includes deposits transaction contract for enterprise, current
account loan and savings loan) will be applied. I duly recognize the following
articles.
CHAPTER 1 GENERAL CONTRACT
ARTICLE 1 LOAN LIMIT
1. The revolving loan limit is as follows, as long as it is within the range of
the sum of actual balance (for foreign currecy loan, won exchange rate of
customer telegraphic transfer sales rate is applied) of each independent loan
type limit amount does not exceed the each respective loan type limit or the
total limit.
Total limit Loan type limit Loan subject limit
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Type Amount Type Amount
------------- --------------- ------------- ------------------ -------------
Three hundred
million won Won
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Won
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Won
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Won
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Won
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Won
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Won
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Won
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Won
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Won
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2. This clause is also applied to the amount over the limit in loans temporarily
over the limit (includes addition of new loan subjects) due to the debtor's
need.
ARTICLE 2 PERIOD OF TRANSACTION
The period of transaction for this contract is until
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ARTICLE 3 METHOD OF EXECUTION OF LOAN
Loan is executed upon request of the debtor with certain qualifications.
ARTICLE 4 INTERESTS AND ARREARS COMPENSATION
1. Interest rate for the loan amount is as follows and is paid according to the
method and time (for current account loan and saving loan, each monthly
settlement day decided by the bank) decided by the bank (listen to the
employee's explanation and place a check xxxx inside the appropriate [ ] )
Arrears compensation
Loan subject Interest rate rate
------------ --------------------------------------------------- --------------------
Fixed (standard Variable (standard
contract of loan contract of loan Standard contract of
transaction Article 3 transaction Article 3 loan transaction
Clause 2 Section 1) Clause 2 Section 2) Article 3, Section 5
------------ --------------------------- ---------------------- --------------------
[ ] % pa until expiry of
loan contract [ ] + ( ) % pa Maximum % pa
------------ --------------------------- ---------------------- --------------------
[ ] % pa until expiry of
loan contract [ ] + ( ) % pa Maximum % pa
------------ --------------------------- ---------------------- --------------------
[ ] % pa until expiry of
loan contract [ ] + ( ) % pa Maximum % pa
------------ --------------------------- ---------------------- --------------------
[ ] % pa until expiry of
loan contract [ ] + ( ) % pa Maximum % pa
------------ --------------------------- ---------------------- --------------------
[ ] % pa until expiry of
loan contract [ ] + ( ) % pa Maximum % pa
------------ --------------------------- ---------------------- --------------------
[ ] % pa until expiry of
loan contract [ ] + ( ) % pa Maximum % pa
------------ --------------------------- ---------------------- --------------------
[ ] % pa until expiry of
loan contract [ ] + ( ) % pa Maximum % pa
------------ --------------------------- ---------------------- --------------------
[x] Any bank deposit repayments through ATMs or electronic banking means after
bank business hours may not be recorded as being repaid on the day
2. In the event interest is not paid by the due date, arrears compensation shall
be made according to the amount that was to be paid.
3. 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, arrears compensation shall be made according to the
amount of loan remaining.
4. For current account loan and savings loan, if the limit amount is exceeded
through limit-exceeding payment and interests principal, arrears compensation
shall be made according to the amount exceeded.
5. In calculating interests and arrears compensation, 365 days are considered as
1 year, but in foreign transactions, international and business customs will be
applied.
ARTICLE 5 EXECUTION PERIOD OF LOAN
The execution period of the loan limit and loans for each transaction period in
Article 1 and 2 is as follows.
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1. Each loan execution period is decided separately for each loan.
2. If there are no specific clauses in the section before or is unclear, the
debtor shall make repayments on the repayment date decided by the bank based on
bills and other debt deeds. This repayment date maybe extended at bank's
discretion.
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 SPECIAL OFFSET CLAUSE FOR DEPOSIT TRUST LOAN
1. For deposit trust loan, in the event related monthly deposit is delayed for 4
times or more, the bank may offset the related deposit and loan amount before
expiry of loan period through notification.
2. For deposit trust loan, arrears compensation shall be made as to the
interests to be paid before offset and the loan amount remaining after offset.
ARTICLE 8 SERVICE CHARGE FOR REMAINING LIMIT IN THE CONTRACT
1. In the event there is 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.
ARTICLE 9 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 10 SUBMISSION OF XXXX OF DEBT AND CONFERMENT OF SUPPLEMENTARY RIGHTS
1. In loans concerning installment repayment loan, xxxx loan and line
transaction (excluding current account loan), a copy xxxx 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 Article 7 of the standard contract of loan
transaction (enterprise).
3. The amount of xxxx in the event of exercising Clause 2 shall be within the
sum of principal, interests, arrays compensations and other miscellaneous costs
incurred.
ARTICLE 11 PLEDGE
1. A pledge has been placed on the deposit shown below and transfer of its
evidence (bank book) to the bank complete for the security of the debt by this
contract.
2. The effect of the pledge in Clause 1 includes principal and interest, earning
rights (includes any amount deposited after the contract) and any collaterals to
the above including interests, earning rights to earnings, special subsidies and
court subsidies.
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3. The effects of the above pledge will persists in the event of extension of
period, rewriting, renewal, division, incorporation, augmentation or reduction
of the deposit, and if the trust, the target, has been extended or automatically
extended due to arrears the pledge will still have effect above its earning
rights.
4. The bank may elect not to exercise the pledge stated in Clause 1 and instead
opt for proxy appropriation of restoration repayment or apply commercial customs
for the debt of the bank and the deposit shown below according to the bank's
standard contract of loan transaction.
* Deposits for the purpose of pledge
Deed record Holder or
number xxxxxxx Amount Total deposit
Type -------------- ----------- (Contractual Amount til Date on deed Payment date
Amount) 20 . .
Account number Beneficiary
------ -------------- ----------- -------------------- --------------------------- ------------ ------------
-------------- -----------
------ -------------- ----------- -------------------- --------------------------- ------------ ------------
-------------- -----------
------ -------------- ----------- -------------------- --------------------------- ------------ ------------
-------------- -----------
------ -------------- ----------- -------------------- --------------------------- ------------ ------------
Note: Use only if the pledge is in the name of the debtor
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 .
---------------- ----- ----- ----- ----- -----
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
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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 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 spending, 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
ARTICLE 14 MEASURES AGAINST SUBMISSION OF FALSE DATA
1. If any false information or any false acts in writing out the documents
related to loan contract, the bank may invoke bank's standard contract of loan
transaction Article 7 Clause 4 Section 5 in loss of period rights, and also
terminate applications for new loans as well as take other legal measures.
2. If part or all of contents of the documents separately submitted to the bank
other than contracts, special contracts or self-recovery plan, the bank may
terminate applications for new loans and invoke bank's standard contract of loan
transaction Article 7 Clause 4 Section 5 in loss of period rights.
CHAPTER 2 SPECIAL CONTRACTS ON CURRENT ACCOUNT LOAN AND SAVING LOAN TRANSACTION
ARTICLE 15 PAYMENT OF LOAN AMOUNT
1. In the event of existence of debt incurred by this contract, and assets
(deeds are exempted until settled, deposited bills are considered transferred to
the bank as a security to the bank) deposited registered in savings loan or
current account loan (hereinafter referred to as the "target account") will
automatically used to repay loan amount.
2. In the event of withdrawal request exceeding the balance of the savings loan
account or current account loan account, automatic payment request of regular
payment and other various bills, the amount is considered as having been
withdrawn or automatically paid from the target account.
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3. The bank may pay an amount exceeding the loan limit in Article 1 without
notice to the debtor for use in payment of interest principals and for payout of
bills and checks. In this case, the debtor shall compensate for the exceeded
amount.
4. Interests and arrears compensation shall be subtracted from target account or
added to the loan amount regardless of the limit amount in Article 1, in which
case compensation shall be made.
5. Loan amount shall be repaid freely over time, the remaining amount shall be
repaid temporarily before or on the expiry of first revolution, the whole amount
shall be repaid on the expiry of loan period.
[x] 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 16 SPECIAL CONTRACT ON CURRENT ACCOUNT LOAN
1. The loan period for one current account loan shall be determined by the bank.
2. In the event of incurring claims to the bank through bills or checks issued
by the debtor due to this contract, the amount shall be considered as loan
amount debt and repaid according to this contract.
3. If bills or checks issued before reduction or suspension in Article 6 is
refused payout, there will be no disputes.
4. If required, such as significant disadvantage to the debtor through refusal
of payout of checks or bills, the bank may payout bills or checks issued before
the expiry of the loan transaction after the expiry of loan transaction. The
loan amount incurred through this process will also be subject to this contract.
CHAPTER 3 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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(Affix Revenue Stamp here)
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