1 1 Direct Loan Agreement

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					LOAN AGREEMENT(Direct Loan)


               US$ [•]


               between



       [Name of the Borrower]


             as Borrower




                 and




     THE 0 0 0 BANK OF KOREA


              as Lender




           Dated [•], 20[•]
                              TABLE OF CONTENTS
                                                                                             Page



Article 1. Definitions and Interpretation ··················································· 2

Article 2. The Facility ·········································································4

Article 3.     Disbursement ······································································ 4

Article 4.    Interest and Default Interest ····················································· 6

Article 5. Fees and Expenses ································································ 7

Article 6. Repayment and Prepayment ····················································· 8

Article 7. Payments and Currency ························································· 10

Article 8. Conditions Precedent ·····························································11

Article 9. Representations and Warranties ··············································· 13

Article 10.     Covenants ······································································· 15

Article 11.    Events of Default ································································16

Article 12.     Governing Law and Jurisdiction ··············································17

Article 13.     Miscellaneous ····································································18



Annex A Promissory Note ···································································22

Annex B       Letter of Guarantee ································································24

Annex C       Request for Disbursement ························································26

Annex D Certificate of Authority ···························································27

Annex E Opinion of Counsel to Borrower ················································28

Annex F Opinion of Counsel to Guarantor ················································30

Annex G Acceptance Letter of Process Agent ············································32
                               LOAN AGREEMENT


THIS LOAN AGREEMENT is made and entered into as of [DATE] by and between :
[•] (the "Borrower"), a corporation duly organized and existing under the laws of [Name
of the Country] with its registered head office at [• ] ; and

The Export-Import Bank of Korea (the "Lender"), a bank duly organized and existing
under the laws of the Republic of [Name of the Country] with its registered head office
at 16-1, Yoido-dong, Youngdungpo-gu, Seoul, Korea.



WHEREAS the Borrower and [• ] (the "Supplier"), a corporation organized and
existing under the laws of [• ] with its registered head office at [• ], have entered into a
contract dated [• ] (the "Contract") providing for the supply by the Supplier and the
purchase by the Borrower of [• ] (the "Plant");



WHEREAS, under the Contract, the Borrower is required to pay to the Supplier the
contract price in the amount of [•] U.S. Dollars (US$ [• ] ) (the "Contract Price"), and
the Borrower is prepared to pay [• ] percent ( [• ] %) of the Contract Price to the
Supplier as advance payment;



WHEREAS the Borrower has requested the Lender to extend a loan in an aggregate
principal amount not exceeding [• ] U.S. Dollars (US$ [• ] ) to finance the Borrower's
payment of [• ] percent ( [• ] %) of the Contract Price to the Supplier ; and



WHEREAS, subject to the terms and conditions of this Agreement, the Lender has
agreed to extend to the Borrower the loan so requested by the Borrower.



NOW, THEREFORE, the Borrower and the Lender agree as follows:




                                             1
                                  ARTICLE 1
                       DEFINITIONS AND INTERPRETATION

Section 1.1 Definitions


The following terms shall, unless the context otherwise requires, have the following
meanings whenever used in this Agreement:


(a) "Acceptance Date" means the earlier of (ⅰ) the date of acceptance of the Plant by
the Borrower in accordance with the terms of the Contract and (ⅱ), [• ], 20[• ] or
such later date as may be agreed upon between the Borrower and the Lender.


(b) "Banking Day" means a day on which banks are open for business in Seoul, New
York and [• ] .

(c) "Disbursement" means each disbursement of the Facility made in accordance with
the provisions of this Agreement or the principal amount of such disbursement, as the
context may require.


(d) "Disbursement Documents" means, with respect to each Disbursement, the copy of
the commercial invoice, bill of lading or statement of performance, which the Supplier
is required to submit to, or receive from, the Borrower in order to obtain payment of all
or any portion of the Contract Price under the Contract.

(e) "Event of Default" means any of the events specified in Section 11.1.


(f) "Facility" means the loan facility to be made available in favor of the Borrower
under this Agreement or, where the context so requires, the amount of such loan facility.


(g) "Guarantee" means the absolute and unconditional letter of guarantee to be issued by
the Guarantor in favor of the Lender in accordance with the provision of Section 6.3.


(h) "Guarantor" means [• ] , a financial institution organized and existing under the
laws of [•] and having its head office at [• ] .

(i) "Indebtedness" means any obligation for the payment or repayment of money,
whether present or future.



                                           2
(j) "Interest Payment Date" means (ⅰ) [• ] and [• ] in each year before the first
Repayment Date; and (ⅱ) each Repayment Date.

(k) "Interest Period" means the period commencing on the date on which each
Disbursement is made and ending on the date immediately preceding the next Interest
Payment Date; and thereafter the period commencing on an Interest Payment Date and
ending on the date immediately preceding the next Interest Payment Date.


(l) “Interest Rate" means the interest rate set forth in Section 4.1.


(m) "Korea" means the Republic of Korea.


(n) "Loan" means the aggregate principal amount of Disbursements from time to time
outstanding.


(o) "Note" means the promissory note to be issued by the Borrower in favor of the
Lender pursuant to Section 6.2.


(p) "Repayment Date" means each of the [• ] ( [• ] ) consecutive dates occurring semi-
annually from and including the date which shall be [• ] months following the
Acceptance Date.

(q) "Request for Disbursement" means a written request of the Borrower, in the form of
Annex C, to disburse the Facility.


(r) "U.S. Dollars" or "US$" means the lawful currency of the United States of America.



Section 1.2   Interpretation


(a) The table of contents and the headings of Sections of this Agreement are inserted for
convenience of reference only and shall have no effect on the interpretation of any
provision of this Agreement.


(b) References to a specified Section or Annex will be construed as references to that
specified Section or Annex of this Agreement.



                                              3
(c) Words indicating the singular will include the plural and vice versa where the
context requires.




                                     ARTICLE 2
                                    THE FACILITY

Section 2.1 Amount of Facility


The Lender hereby establishes the Facility, upon the terms and conditions set forth in
this Agreement, in favor of the Borrower in the aggregate amount of [• ] U.S. Dollars
(US$ [• ] ).



Section 2.2 Purpose


The proceeds of the Facility shall be used exclusively to finance the Borrower's
payment of [• ] percent ( [• ] %) of the Contract Price to the Supplier .




                                     ARTICLE 3
                                   DISBURSEMENT

Section 3.1 Disbursement Procedures


Upon satisfaction of all the conditions precedent set forth in Section 8.1 and Section 8.2,
the Facility shall be disbursed by the Lender in accordance with the disbursement
procedures set forth in this Article 3.



Section 3.2 Direct Payment Procedure


(a) The Borrower shall from time to time request the Lender to make Disbursements for
the due amount under the Contract directly to the Supplier's account with a commercial
bank selected by the Supplier.



                                            4
(b) Each Request for Disbursement under this procedure shall be signed by an
authorized representative of the Borrower and shall be accompanied by the
Disbursement Documents related thereto.


(c) Within [• ] Banking Days after the receipt by the Lender of the Request for
Disbursement and the Disbursement Documents related thereto, the Lender shall pay
the requested amount directly to the Supplier, which payment shall constitute a
Disbursement hereunder as of the date of such payment.



Section 3.3   Letter of Credit Procedure


(a) With respect to the portion of the Contract Price to be financed by the Lender under
this Agreement, the Borrower may arrange a documentary letter of credit (the "Letter of
Credit") to be opened by a commercial bank in the Borrower's country in favor of the
Supplier and advised through a commercial bank in Korea (the "Korean Bank"). The
Letter of Credit shall be subject to the Uniform Customs and Practice for Documentary
Credits (1993 Revision), International Chamber of Commerce Publication No. 500 and
shall bear the following clause:


"This Letter of Credit is issued pursuant to the Loan Agreement dated [• ] between
[Name of the Borrower] and The Export-Import Bank of Korea."

(b) The reimbursement made by the Lender to the Korean Bank of its payment of a draft
drawn under the Letter of Credit shall constitute a Disbursement as of the date and in
the amount of such reimbursement.


(c) The negotiation under the Letter of Credit shall be restricted to the Korean Bank. The
Lender shall not be responsible for any acts or omissions of the Korean Bank with respect
to the Letter of Credit, including its failure to detect any non-compliance of or inconsistency
in documents accepted in connection with the negotiation of the Letter of Credit.



Section 3.4 Reimbursement Procedure


(a) The Borrower may request the Lender that Disbursements be made to the Borrower's
account with a commercial bank selected by the Borrower for the reimbursement of any



                                              5
payments which have been made by the Borrower to the Supplier in accordance with
the terms of the Contract and are eligible for financing under this Agreement.


(b) Each Request for Disbursement under this procedure shall be signed by an
authorized representative of the Borrower and shall be accompanied by the
Disbursement Documents and the evidence of payment related thereto.


(c) Within [• ] Banking Days after the receipt by the Lender of the Request for
Disbursement and the Disbursement Documents related thereto, the Lender shall pay
the requested amount to the Borrower, which payment shall constitute a Disbursement
hereunder as of the date of such payment.



Section 3.5 Availability


Except as the Lender shall otherwise agree, no Disbursement shall be made by the
Lender after the Acceptance Date.



Section 3.6 Notice of Disbursement


Upon each Disbursement made hereunder, the Lender shall notify the Borrower in
writing of the date and amount of such Disbursement. Such notice shall, in the absence
of manifest error, be conclusive evidence as to the date and amount of the Disbursement
concerned.




                                   ARTICLE 4
                         INTEREST AND DEFAULT INTEREST

Section 4.1   Interest


The Borrower shall pay to the Lender interest on the outstanding and unpaid principal
amount of the Loan at the rate of [• ] percent ( [• ] %) per annum. Such interest shall
be paid in arrears on each Interest Payment Date for each Interest Period, provided,
however, that the first interest accrued from any Disbursement (other than the final



                                          6
Disbursement) made within [• ] days prior to any Interest Payment Date may be paid
on the next following Interest Payment Date.



Section 4.2 Default Interest


If the Borrower fails to pay any amount payable under this Agreement when due
(whether at stated maturity, by acceleration or otherwise), the Borrower shall pay to the
Lender default interest on such overdue amount at the rate equal to [• ] percent
( [• ] %) per annum above the Interest Rate for each day during the period from and
including the due date thereof to but excluding the date of actual payment thereof,
during which period interest shall not accrue pursuant to Section 4.1 on any such
overdue principal.



Section 4.3 Computation


Interest and default interest shall be computed on the basis of the actual number of days
elapsed and a year of 360 days.




                                   ARTICLE 5
                               FEES AND EXPENSES

Section 5.1 Commitment Fee


(a) The Borrower shall pay to the Lender a commitment fee, payable on each Interest
Payment Date, on the daily uncancelled and undisbursed portion of the Facility at the
rate of [• ] percent ( [• ] %) per annum.


(b) Such commitment fee shall commence to accrue from and including [• ], 20[•]
and shall be computed on the basis of actual number of days elapsed and a year of 360
days.



Section 5.2 Credit Insurance Premium



                                            7
The Borrower shall pay to the Lender the insurance premiums for the buyer credit insurance
for the Loan in the same amount and at the same time as the Lender is required to pay to the
[Korea Export Insurance Corporation]. The Lender shall notify the Borrower of the amount
and due date of such insurance premium [• ] days prior to each such due date.



Section 5.3 Expenses


(a) The Borrower shall reimburse the Lender on demand for all reasonable costs and
expenses, including legal fees of counsel, incurred by the Lender in connection with the
preparation, execution or amendment of this Agreement.


(b) The Borrower shall reimburse the Lender on demand for all reasonable costs and
expenses, including legal fees of counsel, incurred by the Lender in demanding, suing
for or recovering any sums due under this Agreement from and after the occurrence of
an Event of Default.


(c) The Lender shall provide the Borrower with a reasonably detailed statement of
costs and expenses to be reimbursed by the Borrower.




                                 ARTICLE 6
                         REPAYMENT AND PREPAYMENT

Section 6.1 Repayment


The Borrower shall repay the Loan in [• ] ( [• ] ) equal, consecutive and semiannual
installments on each Repayment Date, provided that the last installment shall be in the
amount necessary to repay in full the Loan then outstanding.



Section 6.2   Promissory Note


(a) In order to evidence its obligations to repay the Loan and to pay interest thereon, the
Borrower shall, within [• ] days of the Acceptance Date, issue and deliver to the Lender



                                             8
a Note in the form of Annex A. The Note shall be in a principal amount equal to the
amount of the Loan then outstanding.


(b) Upon the full payment of all sums payable on the Note, the Note shall be marked as
fully paid and returned to the Borrower by the Lender.



Section 6.3 Guarantee


The Borrower shall, prior to the initial Disbursement, deliver or cause to be delivered to
the Lender the Guarantee substantially in the form of Annex B and duly executed by the
Guarantor.



Section 6.4 Voluntary Prepayment


(a) Upon giving not less than [• ] days′ prior written notice to the Lender, the Borrower
may prepay all or any portion of the Loan together with all interest accrued to the date of
prepayment on the amount prepaid and any other amount then payable under this Agreement.


(b) The amount of any partial prepayment shall be equal to the amount of an installment
for repayment of the Loan or an integral multiple thereof. Such prepayment shall be
applied to installments of the Loan in the inverse order of maturity. The Borrower shall
not be entitled to reborrow under this Agreement any amounts so prepaid.


(c) The Borrower shall, simultaneously with any prepayment made under this Section,
pay a prepayment premium of [• ] percent ( [• ] %) of the amount of principal to be
prepaid.



Section 6.5 Mandatory Prepayment


If the Contract is terminated or cancelled for any reason before the Acceptance Date, the
Borrower shall, without any premium or penalty, prepay to the Lender the Loan together
with accrued interest thereon, unless the Lender shall otherwise agree.




                                            9
                                  ARTICLE 7
                            PAYMENT AND CURRENCY

Section 7.1 Place of Payment


All payments to be made by the Borrower under this Agreement shall be made in U.S.
Dollars in immediately available funds to the account of the Lender with [Name and
address of the Bank], (Account No. [• ] ), or to such other account as the Lender may
designate to the Borrower in writing not less than [• ] days prior to the due date for any
payment hereunder.



Section 7.2 Banking Day


If any payment to be made by the Borrower under this Agreement falls due on any day
which is not a Banking Day, such payment shall be made on the immediately following
Banking Day and interest thereon, if any, shall be adjusted accordingly.



Section 7.3 Payments to be Free and Clear

All sums payable by the Borrower under this Agreement shall be paid in full, without
set-off or counterclaim or any restriction or condition, and free and clear of any tax or
other deduction or withholding of any nature.



Section 7.4 Grossing-up of Payments


If the Borrower or any other person is required by any law or regulation to make any
deduction or withholding (on account of tax or otherwise) from any payment under this
Agreement, the Borrower shall, together with such payment, pay such additional
amount as will ensure that the Lender receives the full amount which it would have
received if no such deduction or withholding had been required.




                                           10
Section 7.5 Application of Payments


If the amount of any payment made by the Borrower under this Agreement is less than
the total amount due and payable in respect of such payment, the Lender shall have the
right to apply the amount received towards principal, interest or other sums owing
hereunder as the Lender considers appropriate.



Section 7.6   Loan Accounts


The Lender shall, in accordance with its usual practice, maintain a set of accounts
recording the Disbursements, the repayments of the Loan, the computation and payment
of interest and the payment of other amounts due hereunder. In any legal action or
proceeding in respect of this Agreement, the entries made by the Lender in such
accounts shall, in the absence of manifest error, be conclusive evidence of the existence
and amounts of the obligations of the Borrower under this Agreement.



Section 7.7 Dollar Transaction


The payment of all amounts due hereunder in U.S. Dollars is of the essence of this
Agreement, and such obligations shall not be discharged by any payment made in
another currency, whether pursuant to a judgment or otherwise, to the extent that the
amount of such payment on prompt conversion to U.S. Dollars under normal banking
procedures does not yield the amount of U.S. Dollars due hereunder.




                                  ARTICLE 8
                            CONDITIONS PRECEDENT



Section 8.1 Conditions to Initial Disbursement


As conditions precedent to the initial Disbursement hereunder, the following documents



                                           11
and evidence shall have been received by the Lender, in form and substance satisfactory
to the Lender:


(a) Contract.   An executed copy of the Contract;


(b) Certificate of Authority. Certificate of authority, substantially in the form of Annex
D, of each person (i) who has signed this Agreement on behalf of the Borrower, and (ii)
who will sign the Note, Requests for Disbursement, statements and other documents
required under this Agreement together with the authenticated specimen signatures of
each such person;


(c) Guarantee. The Guarantee duly executed by the Guarantor and documentary
evidence of authority of the person who has signed the Guarantee together with the
authenticated specimen signature of such person;


(d) Legal Opinion. (i) A legal opinion of legal counsel to the Borrower substantially in
the form of Annex E, and (ii) A legal opinion of legal counsel to the Guarantor
substantially in the form of Annex F; and


(e) Acceptance Letter of Process Agent. The letter from the process agent specified in
Section 12.3 substantially in the form of Annex G.



Section 8.2 Conditions to Each Disbursement


As conditions precedent to each Disbursement (including the initial Disbursement),
each of the following conditions shall be satisfied as of the date of each Disbursement:


(a) Neither an Event of Default nor an event which, with the giving of notice or the
lapse of time or both, would constitute an Event of Default shall exist as of the date of
each Disbursement;


(b) All the representations and warranties made by the Borrower in this Agreement shall
remain true and accurate in all material respects on and as of the date of each
Disbursement; and


(c) All the documents and authorizations referred to in Section 8.1 above are in full



                                            12
force and effect as of the date of each Disbursement or, if any change has occurred, the
Lender has received supplementary evidence and signature with respect thereto.




                              ARTICLE 9
                    REPRESENTATIONS AND WARRANTIES

The Borrower represents and warrants to the Lender as follows:



Section 9.1 Status of Borrower


The Borrower is a corporation duly incorporated and validly existing under the laws of
[Name of the Country]and has the power and authority to own its property, to conduct
its business as currently conducted and to consummate the transactions contemplated in
this Agreement.



Section 9.2 Authorization of Borrowing


The Borrower has taken all necessary action and procedures to authorize the execution
and delivery of this Agreement and all other documents hereunder, and to authorize the
performance of its obligations under this Agreement.



Section 9.3 Enforceability


This Agreement has been duly executed and delivered by the Borrower and constitutes,
and the Note when duly executed and delivered by the Borrower will constitute, the
legal, valid and binding obligation of the Borrower enforceable against the Borrower in
accordance with their respective terms.



Section 9.4 No Contravention


The execution, delivery and performance of this Agreement (i) will not violate or



                                          13
contravene any law or regulation which is applicable to the Borrower, and (ii) will not
constitute a default or an event that would constitute a default under any other
agreement to which the Borrower is a party.



Section 9.5 Ranking of Loan


The Borrower's obligations under this Agreement and the Note rank and will rank at
least pari passu in priority of payment and in all other respects with all other
Indebtedness of the Borrower except as may be preferred by operation of law.



Section 9.6 Government Approvals


All governmental authorizations and approvals necessary to authorize the Borrower's
execution and performance of this Agreement or required for the validity and
enforceability of this Agreement have been duly obtained or performed and are valid
and subsisting in full force and effect.



Section 9.7 Commercial Acts


The Borrower is subject to civil and commercial law with respect to its obligations
under this Agreement, and the Borrower's performance of its obligations hereunder
constitutes private and commercial acts rather than governmental or public acts.



Section 9.8   Legal Proceedings


There are no legal actions or proceedings pending or, as far as is known to the Borrower,
threatened before any court or governmental agency which would materially and
adversely affect the financial condition or business of the Borrower.



Section 9.9 No Event of Default


No event has occurred and is continuing which constitutes or which, with the giving of



                                           14
notice or the lapse of time or both, would constitute an Event of Default or a default
under any other agreement to which the Borrower is a party or by which it may be
bound.



The representations and warranties of the Borrower made in this Agreement shall be
continuing representations and warranties, shall survive the execution of this Agreement
and shall be deemed to be repeated by the Borrower on the date of each Request for
Disbursement by reference to the facts then existing.




                                        ARTICLE 10
                                        COVENANTS

The Borrower covenants and agrees that, until all amounts owing under this Agreement
have been paid in full, it shall perform the following obligations:


Section 10.1 Undertaking of Borrower


The Borrower shall perform all of its obligations under this Agreement and the Note
independently of any claims which it may now or hereafter have against the Supplier or any
other person in connection with the performance of the Contract. The Borrower hereby agrees
to forego the utilization of such claims as the basis of any counterclaim against, or deduction or
set-off from, the payment of the indebtedness of the Borrower under this Agreement.



Section 10.2 Notice of Default


The Borrower shall promptly give written notice to the Lender of each event that
constitutes or that, with the giving of notice or the lapse of time or both, would
constitute an Event of Default and each other event that has or might have a materially
adverse effect on the Borrower's ability to perform its obligations under this Agreement.



Section 10.3 Modifications of Contract




                                               15
Prior to making any material modification or assignment of the Contract by the parties
thereto, the Borrower shall obtain or cause the Supplier to obtain the written consent of
the Lender, which consent shall not be unreasonably withheld. The Borrower shall,
promptly after such modification or assignment, deliver or cause to be delivered to the
Lender a true and complete copy of documents related thereto.
Section 10.4 Additional Documents


The Borrower shall submit to the Lender such additional documents, opinions or
information as the Lender may reasonably request for purposes of this Agreement.


                                   ARTICLE 11
                                EVENTS OF DEFAULT

Section 11.1 Events of Default


Each of the following events or occurrences shall constitute an Event of Default under
this Agreement:


(a) The Borrower fails to pay any amount of principal, interest, or any other amount
payable under this Agreement on the date when such amount is due, and such failure to
pay shall continue for a period of [• ] days.

(b) The Borrower fails to perform or observe any of the covenants or provisions set
forth in this Agreement, exclusive of any events specified as Events of Default in this
Section, and such failure remains unremedied for a period of [• ] days after written
notice thereof has been given to the Borrower by the Lender.


(c) Any representation or warranty made or deemed to be made by the Borrower in this
Agreement proves to have been incorrect in any material respect and, if capable of
being cured, shall not have been corrected to the satisfaction of the Lender within [• ]
days after receipt by the Borrower of a written notice from the Lender requiring to cure
such incorrectness.


(d) The Borrower or the Guarantor fails to discharge when due any of its Indebtedness
payable under any other agreement in an amount greater than [• ] U.S. Dollars
(US$ [• ]) (or the equivalent thereof in another currency), or any such amount has,
prior to the scheduled maturity thereof, become due and payable as a result of a default



                                            16
thereunder.


(e) The Borrower or the Guarantor voluntarily or involuntarily merges or consolidates
with any other entity, which may reasonably be considered by the Lender to materially
and adversely affect the ability of the Borrower or the Guarantor to perform all or any of
its obligations under this Agreement or the Guarantee.


(f) The Borrower or the Guarantor becomes insolvent or commits or permits any act of
bankruptcy, reorganization, liquidation or winding-up.


(g) A writ of attachment or execution or similar process is issued against a substantial
part of the assets of the Borrower or the Guarantor which remains undismissed,
unbonded or undischarged for a period of [• ] days.

(h) The Guarantee is disaffirmed or questioned as to its validity or enforceability by the
Guarantor or ceases for any reason to be valid and in full force and effect.


(i) Any governmental authorization necessary for the performance of any obligations of
the Borrower or the Guarantor under this Agreement or the Guarantee fails to become or
remain valid and subsisting in full force and effect.


(j) Any other event occurs or any other circumstance arises which, in the reasonable
judgment of the Lender, is likely materially and adversely to affect the ability of the
Borrower or the Guarantor to perform all or any of their respective obligations under
this Agreement or the Guarantee.



Section 11.2 Consequences of Default


If any Event of Default shall occur and be continuing, the Lender may at its option and
by written notice to the Borrower (i) suspend further Disbursement until such Event of
Default is cured, (ii) cancel the undisbursed portion of the Facility, and/or (iii) declare
the Loan, together with all accrued interest and any other amounts payable under this
Agreement, to be forthwith due and payable whereupon the same shall immediately
become due and payable without further notice or formality.




                                            17
                               ARTICLE 12
                     GOVERNING LAW AND JURISDICTION

Section 12.1 Governing Law


This Agreement shall be governed by and construed in accordance with the laws of
[Name of the Country].


Section 12.2 Jurisdiction


The Borrower agrees that any legal action or proceeding arising out of or relating to this
Agreement may be brought by the Lender in any Federal or State court sitting in [• ],
and the Borrower hereby irrevocably submits to the jurisdiction of such courts in respect
of any such action or proceeding. The foregoing provisions shall not limit the right of
the Lender to bring any such action or proceeding in any other appropriate jurisdiction.



Section 12.3 Service of Process


The Borrower irrevocably appoints [Name and Address of the Process Agent] as its
agent to receive on its behalf service of process or other legal summons relating to any
action or proceeding brought in the State of New York with respect to this Agreement.
So long as the Borrower has any obligation under this Agreement, the Borrower shall
maintain a duly appointed agent for the service of such process or summons, and if it
fails to maintain such an agent, any such process or summons may be served by mailing
a copy thereof by registered mail addressed to the Borrower.



Section 12.4 Waiver of Immunity


The Borrower irrevocably waives, to the fullest extent permitted by applicable law, all
immunity to which it or its property may be or become entitled, whether on the basis of
sovereignty or otherwise, from jurisdiction, attachment or execution in any action or
proceeding arising out of or relating to this Agreement.




                                           18
                                    ARTICLE 13
                                  MISCELLANEOUS

Section 13.1 Entire Agreement; Amendment


This Agreement constitutes the entire obligation of the parties hereto and supersedes
any prior expressions of intent or understandings with respect to this transaction. Any
amendment of this Agreement shall be in writing and shall be signed by duly authorized
representatives of both parties hereto.



Section 13.2 Waiver; Cumulative Rights


No failure or delay on the part of the Lender to exercise any right provided for in this
Agreement shall constitute a waiver of such right or any obligation of the Borrower under
this Agreement, nor shall any single or partial exercise of any such right preclude any
further exercise thereof. No waiver by the Lender hereunder shall be effective unless it is
in writing. The rights and remedies provided for in this Agreement are cumulative and not
exclusive of any other rights or remedies which the Lender may otherwise have.



Section 13.3 Disclaimer

The Lender shall not be responsible in any way for the performance of the Contract by
the parties thereto, and shall have no obligation to intervene in any dispute arising out of
the Contract. Any claim that the Borrower may have against the Supplier or any other
person with respect to the performance of the Contract shall not affect or impair the
obligations of the Borrower under this Agreement.



Section 13.4 Assignment


This Agreement shall be binding upon and inure to the benefit of each party hereto and
its successors and assigns, provided that the Borrower may not assign or transfer any of
its obligations under this Agreement or the Note without the prior written consent of the
Lender. The Lender may assign or transfer, with prior notice to the Borrower, all or any
portion of the Loan and its rights and benefits under this Agreement or the Note,



                                            19
provided that the Lender shall not assign the Note without accompanying an assignment
of the corresponding rights under this Agreement.



Section 13.5 Communications


(a) Any documents to be given or made under this Agreement shall be delivered by hand or
sent by air mail or by telex or telefax, and shall be deemed delivered (i) if delivered by hand,
upon delivery; (ii) if sent by mail, the fourteenth day following the date of mailing; and (ⅲ)
if sent by telex or telefax, the second business day following the date of transmission.


(b) The mailing address and telex and telefax numbers of the Lender and the Borrower
shall be as follows (or such other address or numbers as either party from time to time
notify the other):


(i) For the Lender


The Export-Import Bank of Korea
[Address]


Attention : [• ]


Telex No. : [• ]


Telefax No. : [• ]

(ii) For the Borrower
[Address]


Attention : [• ]


Telex No. : [• ]


Telefax No. : [• ]

(c) All notices, demands or other communications hereunder and any other documents
required to be delivered hereunder shall be in the English language or accompanied by a



                                              20
certified translation thereof into the English language.



Section 13.6 Severability of Provisions


If any one or more of the provisions of this Agreement or any document executed in
connection herewith shall be invalid, illegal or unenforceable in any respect under any
applicable law, the validity, legality and enforceability of the remaining provisions
contained herein shall not in any way be affected or impaired thereby.



Section 13.7 Counterparts


This Agreement may be executed in any number of counterparts. Any single counterpart
or a set of counterparts signed, in either case, by both parties hereto shall constitute a
full and original agreement for all purposes.



IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective duly authorized representatives as of the date first above
written.



For and on behalf of                      For and on behalf of
[BORROWER]                                The Export-Import Bank of Korea




By ________________         __             By _____________________
 Name : [• ]                                  Name : [• ]
 Title : [• ]                                 Title : [• ]




                                            21
                                                                              <Annex A>


                              PROMISSORY NOTE

Date : [• ]
Amount of Principal: US$ [• ]

The Export-Import Bank of Korea
Seoul, Korea


Attention : [• ] Department



FOR VALUE RECEIVED, [• ] (the "Borrower") by this promissory note (the "Note")
unconditionally promises to pay to the order of the Export-Import Bank of Korea (the
"Lender") the principal sum of [• ] U.S. Dollars (US$ [• ] ) in installments as
hereinafter provided and interest on the principal balance hereof from time to time
outstanding, as hereinafter provided, at the rate of [• ] percent ( [• ] %) per annum.


The principal of this Note shall be paid in [• ] ( [• ] ) installments, the first of which
shall be in the sum of [• ] U.S. Dollars (US$ [• ] ) and shall be due and payable on
[• ]. The remaining installments shall each be in the sum of [• ] U.S. Dollars
(US$ [• ] ) and shall be due and payable semi-annually thereafter on [• ] and [• ] of
each year (each, the "Repayment Date").


Interest on this Note is due and payable on [• ] and [• ] of each year before the first
Repayment Date and, thereafter, on each Repayment Date including the first Repayment
Date. Such interest will be calculated on the basis of the actual number of days elapsed
(including the first day, but excluding the last day) over a year of 360 days.




                                           22
In the event that any amount of principal hereof or accrued interest on this Note is not
paid in full when due (whether at stated maturity, by acceleration or otherwise), the
Borrower shall pay to the Lender default interest at the rate of [• ] percent ( [• ] %) per
annum on such unpaid amount for the period from and including the date such amount
was due to but excluding the day such amount is paid in full.



Both principal of and interest on this Note shall be payable in U.S. Dollars in
immediately available funds to the account of the Lender (Account No. [• ]) with
[Name and Address of the Bank] New York or to such other account as the holder of this
Note may designate in writing. All sums payable by the Borrower under this Note shall
be paid without deduction for or on account of any present or future taxes, duties or
other charges.


Upon default in the prompt and full payment of any installment of principal or interest
on this Note, the entire outstanding principal hereof and interest thereon shall
immediately become due and payable at the option and upon demand of the holder
hereof.



The Borrower hereby waives demand, diligence, presentment, protest or notice of every
kind with respect to this Note, and warrants to the holder that all action and approvals
required for the execution and delivery hereof have been duly taken and obtained.

The failure of the holder hereof to exercise any of its rights hereunder in any instance
shall not constitute a waiver thereof in that or any other instance.


This Note is issued pursuant to the Loan Agreement dated [• ] , 20[•]
between the Lender and the Borrower, and shall be governed by and construed in
accordance with the law of the State of New York, United States of America.




For and on behalf of
[BORROWER]




                                             23
Name : [• ]
Title : [• ]




                                                                            <Annex B>


                          LETTER OF GUARANTEE

Date : [• ]
L/G No.: [• ]

The Export-Import Bank of Korea
Seoul, Korea


Attention: [• ] Department

Dear Sirs:


In connection with the Loan Agreement dated [• ], 20[•] (the "Agreement") entered
into between [• ] (the "Borrower") and The Export-Import Bank of Korea as the Lender,
we, [• ] (the "Guarantor"), as primary obligor and not merely as surety hereby
irrevocably and unconditionally guarantee the payment to you of the following sums
payable by the Borrower under the Agreement:


(A) The principal of the loan (the "Loan") up to [• ] U.S. Dollars (US$ [• ] ) which
shall be repaid in [• ] ( [• ] ) consecutive semi-annual installments;


(B) The interest on the Loan at the rate of [• ] percent ( [• ] %) per annum computed
on the basis of the actual number of days elapsed and a year of 360 days; and


(C) The default interest on the unpaid Loan and interest at the rate of [• ] percent
( [• ] %) per annum from the due date to the date of full payment thereof; and

(D) Any other amounts payable by the Borrower under the Agreement.



                                          24
In the event that the Borrower fails to pay any sum guaranteed hereby when due
(whether at its stated maturity, by acceleration or otherwise), the Guarantor shall,
forthwith upon your written demand, pay the sum demanded to your designated bank
account as set out in such demand. Such demand shall be conclusive evidence that such
sum is due and payable.


All payments to be made by the Guarantor hereunder shall be free from any deduction
or withholding, and if any deduction or withholding is required, the Guarantor shall
additionally pay the amount deducted or withheld so that you receive the full amount of
such demand if no such deduction or withholding had been made.


Except for such written demand, no other documents or any other action shall be
required under this Guarantee notwithstanding any applicable law or regulation.


The Guarantor hereby agrees that any part of the Agreement may be amended, renewed,
extended, modified, released or discharged by mutual agreement between you and the
Borrower, without impairing or affecting in any way the liability of the Guarantor
hereunder, without notice to the Guarantor and without the necessity for any additional
endorsement, consent or guarantee by the Guarantor, provided, however, that the sum
guaranteed hereunder shall not be increased without the prior written consent of the
Guarantor.

The Guarantor hereby agrees that this Guarantee shall, upon a prior written notice to the
Guarantor, be assignable to and inure to the benefit of any financial institution as if it
were originally named herein.


This Guarantee shall come into full force and effect from the date hereof and shall
remain in effect until all sums guaranteed hereby shall be paid in full by the Borrower or
by the Guarantor.


This Guarantee shall be governed by and construed in accordance with the laws of the
State of New York, United States of America. The Guarantor irrevocably agrees that
any legal action or proceeding arising out of or relating to this Guarantee may be
brought in any Federal or State court sitting in the State of New York, United States of
America, and the Guarantor hereby irrevocably submits to the non-exclusive
jurisdiction of such court in any such action or proceeding.



                                           25
For and on behalf of
[GUARANTOR]



Name : [• ]
Title : [• ]
                                                                             <Annex C>


                       REQUEST FOR DISBURSEMENT

Date : [• ]
Request No. : [• ]
Amount of Disbursement : US$ [• ]

The Export-Import Bank of Korea
Seoul, Korea


Attention: [• ] Department


In accordance with the Loan Agreement dated [• ] (the "Agreement") between [• ] (the
"Borrower") and the Export-Import Bank of Korea as the Lender, we hereby request you
to make a Disbursement in the amount of [• ] U.S. Dollars (US$ [• ] ) to the Supplier's
(or the Borrower's) account No. [• ] with [Name and Address of the Bank].
Capitalized terms used herein have the meanings assigned to them in the Agreement.


The Disbursement Documents related to this Disbursement are enclosed herein as
required by the terms of the Agreement.


We hereby certify that: (i) the Disbursement made pursuant to this Request shall
constitute a valid Disbursement under the Agreement; (ii) as of the date of this Request,
no event has occurred and is continuing which constitutes or would constitute an Event
of Default under the Agreement; and (iii) as of the date of this Request, the
representations and warranties made by the Borrower in the Agreement remain true and
correct.


Yours truly,



                                           26
For and on behalf of
[BORROWER]



Name : [• ]
Title : [• ]
                                                                             <Annex D>


                       CERTIFICATE OF AUTHORITY

The Export-Import Bank of Korea                                                   Date :
[• ]
Seoul, Korea


Attention : [• ] Department

Dear Sirs:


With reference to the Loan Agreement dated [• ] (the "Agreement") between The
Export-Import Bank of Korea as the Lender and [• ] (the "Borrower"), the undersigned,
[TITLE] of the Borrower, duly authorized to do so, hereby certify that the following are
the names, title and true specimen signatures of the persons, each of whom is authorized
to sign and deliver on behalf of the Borrower the Agreement and any other documents
required thereunder:


          Name and Title                                  Specimen Signature




If any certification contained herein ceases to be true and correct at and as of any time
before the final Disbursement under the Agreement, the Borrower immediately give the
Lender notice to that effect.




                                           27
IN WITNESS WHEREOF, this certificate has been executed as of [• ]                 .

For and on behalf of
[BORROWER]



Name : [• ]
Title : [• ]
                                                                           <Annex E>


                OPINION OF COUNSEL TO BORROWER

The Export-Import Bank of Korea
Seoul, Korea


Attention : [• ] Department

Dear Sirs:


In my capacity as counsel to [• ] (the "Borrower"), I have examined originals or copies
of the following documents relating to the Loan Agreement dated [• ] (the
"Agreement") between the Borrower and The Export-Import Bank of Korea (the
"Lender"):

(A) The Agreement;


(B) The form of the Note; and


(C) Such other documents which I have considered necessary or appropriate as a basis
for the opinions expressed herein.


The opinions expressed herein are limited to questions arising under the laws of
[Borrower’s Country], and I do not purport to express an opinion on any question
arising under the law of any other jurisdiction.


All terms defined in the Agreement and used but not defined herein have the meanings
given to them in the Agreement.



                                          28
Subject to the foregoing, it is my opinion that:


1. Power and Authority. The Borrower is a corporation duly incorporated and validly
existing under the laws of [Borrower’s Country], and has the power and authority to
own its property, to conduct its business as currently conducted and to execute, deliver
and perform the Agreement and the Note.



2. Authorization. The execution, delivery and performance by the Borrower of the
Agreement and the Note have been duly authorized by all necessary action of the
Borrower, and do not contravene any law, rule or regulation of [Borrower’s Country].


3 Government Approvals. All governmental authorizations, approvals and consents of
[Borrower’s Country] which are necessary to authorize the execution, delivery and
performance of the Agreement or the Note have been obtained and are in full force and effect.


4. Enforceability. The Agreement has been duly executed and delivered by the Borrower
and constitutes, and the Note, when duly executed and delivered by the Borrower, will
constitute, the legal, valid and binding obligation of the Borrower enforceable against
the Borrower in accordance with their respective terms.


5. No Default. To the best of my knowledge, no event has occurred and is continuing
that constitutes, or that with the giving of notice or the lapse of time or both would
constitute, an Event of Default or a default under any other agreement to which the
Borrower is a party or by which it may be bound.


6. Legal Proceeding.       There are no actions or proceedings pending or, to my
knowledge, threatened the adverse determination of which might have a materially
adverse effect on the financial condition of the Borrower or impair the ability of the
Borrower to perform its obligations under the Agreement or the Note.


7. No Immunity. Neither the Borrower nor its property has any right of immunity on
grounds of sovereignty or otherwise from jurisdiction, attachment (before or after
judgment) or execution in respect of any action or proceeding arising out of or relating
to the Agreement or the Note.




                                             29
8. Choice of Law. The choice by the parties to the Agreement of the laws of [Name of
the Country] to govern the Agreement is legal, valid and binding.


9. Jurisdiction. The Borrower has the power to submit, and pursuant to the Agreement
has legally, validly and irrevocably submitted, to the jurisdiction of the Federal or State
courts sitting in [• ] in respect of any action or proceeding arising out of or relating to
the Agreement or the Note.


Very truly yours,
                                                                               <Annex F>
                OPINION OF COUNSEL TO GUARANTOR

The Export-Import Bank of Korea                                                     Date :
[• ]
Seoul, Korea


Attention : [• ] Department

Dear Sirs:


In my capacity as counsel to [• ] (the "Guarantor"), I have examined originals or copies
of the following documents relating to the Loan Agreement dated [• ] (the
"Agreement") between [• ] (the "Borrower") and The Export-Import Bank of Korea
(the "Lender"):


(A) The Agreement ;


(B) The form of the Note;


(C) The guarantee in favor of the Lender executed and delivered by the Guarantor in
accordance with Section 6.3 of the Agreement (the "Guarantee"); and


(D) Such other documents which I have deemed necessary or appropriate as a basis for
the opinions expressed herein.


The opinions expressed herein are limited to questions arising under the laws of
[Guarantor's Country], and I do not purport to express an opinion on any question



                                            30
arising under the law of any other jurisdiction.


All terms defined in the Agreement and used but not defined herein have the meanings
given to them in the Agreement.


Subject to the foregoing, it is my opinion that:


1. Power and Authority.     The Guarantor is a financial institution duly organized and
validly existing under the laws of [Guarantor's Country], and has the power and
authority to own its property, to conduct its business as currently conducted and to
execute, deliver and perform the Guarantee.


2. Authorization. The execution, delivery and performance by the Guarantor of the
Guarantee have been duly authorized by all necessary action of the Guarantor, and do
not contravene any law, rule or regulation of [Guarantor's Country].


3. Government Approvals. All governmental authorizations, approvals and consents of
[Guarantor's Country] which are necessary to authorize the execution and performance
of the Guarantee have been obtained and are in full force and effect.


4. Enforceability. The Guarantee has been duly executed and delivered by the Guarantor
and constitutes the legal, valid and binding obligations of the Guarantor enforceable
against the Guarantor in accordance with its terms.

5. No Default. To the best of my knowledge, no event has occurred and is continuing
that constitutes, or that with the giving of notice or the lapse of time or both would
constitute, an Event of Default or a default under any other agreement to which the
Guarantor is a party or by which it may be bound.


6. Legal Proceeding. There are no actions or proceedings pending or, to my
knowledge, threatened the adverse determination of which might have a materially
adverse effect on the financial condition of the Guarantor or impair the ability of the
Guarantor to perform its obligations under the Guarantee.


7. No Immunity. Neither the Guarantor nor its property has any right of immunity on
grounds of sovereignty or otherwise from jurisdiction, attachment (before or after
judgment) or execution in respect of any action or proceeding arising out of or relating



                                            31
to the Guarantee.


8. Choice of Law. The choice by the Guarantor of the laws of [Name of the Country] to
govern the Guarantee is legal, valid and binding.


9. Jurisdiction. The Guarantor has the power to submit, and pursuant to the Guarantee
has legally, validly and irrevocably submitted, to the jurisdiction of the Federal or State
courts sitting in [• ] in respect of any action or proceeding arising out of or relating to
the Guarantee.


Very truly yours,
                                                                              <Annex G>


              ACCEPTANCE LETTER OF PROCESS AGENT

Date : [• ]

The Export-Import Bank of Korea
Seoul, Korea


Attention : [• ] Department

Dear Sirs:


We understand that, pursuant to the terms of the Loan Agreement dated as of [• ] (the
"Agreement") between [Borrower] (the "Borrower") and the Export-Import Bank of
Korea as the Lender, we have been irrevocably appointed as agent of the Borrower to
receive, for and on behalf of the Borrower, the service of summons, complaint, or any
other documents relating to any action or proceeding instituted in the State of New York
with respect to the Agreement.


We hereby irrevocably accept such appointment.


Very truly yours,


[PROCESS AGENT]




                                            32
Name : [• ]
Title : [• ]




               33

				
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