Exhibit 10.9
CREDIT TRANSACTION AGREEMENT
27th, May, 2009
Creditor : Shinhan Bank
Borrower: ▇▇▇ Motors Co., Ltd.
291-1 , Hasangok-Dong, Hanam-Si, Gyounggi-Do
The Borrower hearby acknowledges that the general Terms and Conditions for Bank
Credit Transactions(for Corporation)(the "General Terms and Conditions")shall
apply to the credit transaction between the borrower and Shinhan Bank(the
"Bank") on the terms and conditions as set forth below, and further agrees to be
bound by the following terms and conditions
ARTICLE 1. TERMS AND CONDITIONS OF THE TRANSACTION
The terms and conditions of the transaction shall be as follows
1. CREDIT TYPE : FOR REGULAR BUSINESS OPERATION
2. CREDIT AMOUNT : 500,000,000KRW
3. CREDIT COMMENCEMENT DATE : MAY 27 2009
4. MATURITY DATE(FINAL REPAYMENT DATE) : MAY 26 2010
5. INTEREST RATE AND OTHER
-Floating
-Base Interest Rate:+3.4%
-Period : 6month
6. LOAN INTEREST AND DEFAULT INTEREST COMPUTATION METHOD
-Loan interest and default shall be computed on Daily basis. In case of
computing them on a daily basis, one year shall be deemed 365 days However, in
the case of foreign exchange transaction, international practices and commercial
customs shall apply
7. CREDIT EXTENSION METHOD
-The loan shall be extended upon the borrower's request satisfying certain
requirements.
8. REPAYMENT METHOD
-The loan shall be fully repaid in lump sum on the Maturity Date
9. INTEREST PAYMENT DATE AND METHOD
-The initial interest shall be paid within 1 months from the Credit Commencement
Date and the interest accruing. Thereafter shall be paid within 1 months from
the date following the last computation date of the paid interest
ARTICLE 2. DEFAULT INTEREST
1. In the event that Borrower fails to pay the interest, the install payment
amount and/or the principal and interest of the loan payable in installment on
the agreed due date, the Borrower shall immediately pay default interest on such
overdue amount.
2. In the event that Borrower fails to fulfill its obligation on the
maturity date of the loan, or in the event that the borrower is subject to the
acceleration obligation pursuant to article 7 of the General terms and
Conditions( including occurrence of the obligation to repurchase a discounted
▇▇▇▇ under Article 9 of the General Terms and Condition), the Borrower shall
immediately pay default interest on the remaining balance of the loan.
3. In the case of accumulative trust Loan ,the Borrower shall immediately
pay of default interest on the interest accrued until the preceding date of the
set-off, and the default interest on the remaining balance of the loan on or
after the set -off.
ARTICLE 3. DETERMINATION OF AGGREGATE LOAN AMOUNT AND NOTICE OF INSTALLMENT
REPAYMENT SCHEDULE
1. In the case of loan extended in installment, the aggregate loan amount
shall be finally determined after the extension of the last installment, and
this determination shall be based on the installment repayment schedule,
receipts and other supporting evidences.
2. In the case of loans to be repaid in installment repayment schedule for
the fixed aggregate debt amount and notify this to the debt-related parties .
ARTICLE 4. REDUCTION OR SUSPENSION
1. In the case of revolving credit facility and loans extended in
installments, if the credit transactions are deemed to have been materially
affected in an adverse in an adverse manner by repaid change in national economy
or financial market conditions or substantial deterioration of the credit
standing of the Borrower, the Bank may, by giving notice to the Borrower, reduce
the agreed credit(limit)amount as set forth in Article 1 or temporarily suspend
extension of credit even during the credit period . In such case, the Borrower
shall immediately repay any amount in excess of the reduced credit limit.
2. If any of the event set forth in paragraph 1 above is cured and credit
transactions may be conducted in a normal manner, the Bank shall immediately
cancel the reduction of credit (limit)amount or suspension of credit
extension(as the case may be)
ARTICLE 5. REPAYMENT CURRENCY AND EXCHANGE RATE
The principal and interest of the foreign loans may be repaid in borrowed
currency or KRW and in case of repayment in KRW , the telegraphic transfer
selling rate applied to the client on the date of repayment shall be applied as
the relevant foreign exchange
ARTICLE 6. ASSURANCE OF THE REPAYMENT OF THE LOANS
1. The Borrower convents to the Bank that it shall consult with the Bank
before the Borrower performs any of the followings
a) Merger, Business transfer and sale or lease of any material
assets of the Borrower
b) Investment in any of asset with the loan, which is not agreed here to:
c) Provision of guarantees in favor of any third party;
d) Engaging in new business or making overseas investment; and
e) Probable material change in the business of Borrower, including
commencement of workout plan and application for private composition.
2. The Borrower covenants to the Bank that if the Bank reasonably demands
the borrower to perform any of the following to assure the performance by
Borrower of the obligations hereunder, it shall comply with the demand of the
Bank
a) Sale of the real estate or securities owned by the Borrower.
b) Capital contribution by major shareholders of the Borrower, and
c) Capital increase with consideration or initial public offering
3. Paragraph 1 shall be applicable only where the Bank and borrower enter
into a separate agreement with respect each such paragraph.
ARTICLE 7. PROVISION OF DOCUMENTS
1. The Borrower agrees that it shall provide the following documents to the
Bank in the case that the Bank requests such documents of the General Terms and
Conditions and
For the management of the loan:
a) Quarterly: value added tax report, trial balance sheet of totals
and balances, statement of current debt, and sales estimation of each
purchaser of products and each product, etc;
b) Semi-annually: semi-annually business report, value added tax
report, trial balance sheet of totals and balances, statement of
current debt, and sales estimation of each purchaser of products and
each product, etc;
c) Annually: an audited report prepared by a certified public
accountants(closing financial statement); consolidated financial
statement, commercial registry extracts, a business registration
certificates, shareholders register, articles of incorporation, a
summary sheet of earned income tax withholding, a business plan, pro
forma financial statements(for 3 years), statement regarding major
client, copies of various approval and permit and technical
certificates(e.g., KS, ISO, patent, etc), statement regarding labor
strike, other product manuals, and reference materials related to the
same industry, etc.
d) At any time: trial balance sheet of totals and balances,
statement of current debt, any document evidencing the use of the
loan, etc.
2. The Borrower shall submit the following documents to the Bank in the
event that requests such documents to investigate the current status of foreign
currency risk of the Borrower and management thereof by the Borrower in
connection with the credit
evaluation of the Borrower;
a) Document relating to foreign currency risk management committee
and regulations on foreign currency risk management;
b) Document relating to current procurement of foreign currency and
current operation of foreign currency; and
c) Document relating to current derivatives transaction in foreign
currency
ARTICLE 8. OTHER SPECIAL CONDITION
None
Borrower: ▇▇▇ Motors Co., Ltd.
291-1 , Hasangok-Dong, Hanam-Si, Gyounggi-Do
Signed by: Jung ▇▇▇▇ ▇▇▇ /CEO & President
Creditor: Shinhan Bank
Trade Center Branch
Singed by : Oh ▇▇▇ ▇▇▇▇▇ / Manager