EXHIBIT 10.18
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 TRANSACTION
(Enterprise)
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Revenue
Stamp
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Corporation Hana Bank Date 2004.8.25
Name (Sign)
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Address:
I understand that in the loan transaction with Corporation Hana 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" mark inside the appropriate "[ ]")
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Loan subject
(Loan type) (trade funds)
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[ ] Limit transaction
Transaction [ ] Revolving credit transaction
classification [ ] Spent credit transaction
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Loan(limit) 348,848,000.00 Won
Amount
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Commencement
Date
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Expiry Date
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[ ] Fixed (standard
contract of loan
transaction Article 3 Arrears compensation
Interest rate, Clause 2 Section 1) % pa until expiry interest (standard Maximum
miscellaneous ---------------------- ------------------------ contract of loan %pa
transaction Article 3
Section 5)
[ ] Variable (standard [ ] Standard interest
contract of loan + ( ) %
transaction Article 3 [ ] Miscellaneous
Clause 2 Section 2) ( )
--------------- ---------------------- ------------------------ --------------------- -------
Arrears compensation
interest
(standard contract
of loan transaction
Article 3, Section
Interest rate Limit transaction : Refer to Article 4 5) %pa
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Calculation
of interest
and arrears With 365 days considered as 1 year, interest is calculated on a daily basis. But
compensation in foreign transactions, international and business customs will be applied.
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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 the whole amount on expiry of loan.
[ ] Defer payment for ( ) years ( ) months after commencement,
installment repayment from ( ) ( ) ( ) every ( )months
[ ] Miscellaneous:
( )
[x] 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 on commencement, latter interests will be paid prior or
upon final calculation of paid interest
[ ] Paid prior before expiry of bill
[ ] 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 on repayment date of installment repayment principal and interest or
payment date of monthly deposit
[ ] Paid upon expiry on loan period
Time and [ ] Miscellaneous
method of ( )
interest [x] 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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Concerning deposit trust loans, if monthly deposit is arrayed for 4 consecutive
Offset special months , the bank may offset related account and loaned money before the expiry
condition of loan period with notice
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ARTICLE 2 ARREARS COMPENSATION
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 bill), arrears compensation shall be made
according to the amount of loan remaining.
ARTICLE 3 TOTAL AMOUNT OF LOAN AND NOTIFICATION OF INSTALLMENT REPAYMENT DATE
CHART
1. In the case of an 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. In the case of installment repayment loan other than installment credit loan
and benefit, the bank shall make out and notify the debt-related persons of an
installment repayment date chart.
ARTICLE 4 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 5 SERVICE CHARGE FOR REMAINING LINE IN THE CONTRACT
In the case of a line transaction or foreign currency loan and there exists a
separate clause for any remaining amount within the credit line set in Article
1, service charge shall be paid according to the standards set by the clause.
ARTICLE 6 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 7 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 8 SECURITY AND INSURANCE
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.
ARTICLE 9 SECURITY RIGHT
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
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ARTICLE 10 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 % % % % %
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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 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 11 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 xxxx'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 12 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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