영문 차관계약서

EURODOLLAR CREDIT AGREEMENT

 

 

THIS AGREEMENT dated as of

between (          ) a corporation organized under the laws of the Republic of South Korea (hereinafter called "Borrower"). and (               ) a national banking association organized under the laws of the United States of America (hereinafter called "Bank");

W I T N E S S E T H :

WHEREAS, Borrower has requested that a branch of Bank located outside the United States of America extend Eurodollar loans to Borrower in order to enable it to borrow at any time or from time to time during the period set forth in Article 2 hereof, amount not in excess of (                   ) in the aggregate, and Bank is willing to make such loans to Borrower upon the terms and conditions hereinafter set forth;

NOW, THEREFORE, the parties hereto, in consideration of their mutual covenants hereinafter set forth, agree as follows:

1. Definition

As used herein, and in any certificate, opinion or document delivered to Bank in connection with borrowing hereunder, the following words and terms salhl have the following meanings respectively:

1.1 "Agreement" shall mean this Eurodollar Credit Agreement, as at any time modified, amended or supplemented.

1.2 "Interbank Eurodollar Rate" at any date shall mean the inter-bank offered rate for six-months Eurodollar deposits in effect on such date at the London Branch as determined by Bank and advised to Borrower; provided that for the period from the date of any Note to the next Interest Payment Date such rate shall be determined for that period rather than for six (6) months.

1.3

1.4 "Commitment" shall mean the Commitment of Bank to make Series A Loans and Series B Loans hereunder as set forth in Article 2 hereof, as such Commitment shall exist from time to time.

1.5 "Event of Default" shall mean any of the Events of Default described in Article 7 of this Agreement.

1.6 "KEB" shall mean the Korea Exchange Bank of the Republic of South Korea.

1.7 "KEB" Guaranty Agreement" shall mean the agreement substantially in the form of Exhibit C hereto or otherwise in a form satisfactory to Bank to be executed and delivered by KEB pursuant to the provisions of this Agreement.

1.8 "London Branch" shall mean the branch of Bank located at (          ) London, England.

1.9 "Operating Agreement" shall mean the agreement between Borrower, the manager of Bank's London Branch and (          ) in the form of Exhibit D hereto.

1.10 "Participation Agreement" shall mean the agreement between Bank and (          ) a Delaware corporation, substantially in the form of Exhibit E hereto or in such other form as may be requested by Bank.

1.11 "Interest Payment Date" shall mean the date which is six (6) months after the date the first Series A Note is dated in accordance with the provisions of paragraph 2.1.2 here of and the date which is one (1) year after the date the first Series A Note is dated in accordance with the provision of paragraph 2.1.2 hereof and each anniversary of said two dates thereafter.

1.12 "Project" shall mean the engineering and construction of (               ) in the Republic of Korea.

1.13 "Project Contract" shall mean the agreement between Borrower and (          ) relating to the design, engineering, procurement, constructin management and other services related to the Project.

1.14 "Series A Expiration Date" shall mean the date which is twenty-four (24) months after the date of the first Series A Note, or the date the Commitment set forth in paragraph 2.1 hereof shall be fully borrowed, whichever shall first occur.

1.15 "Series B Expiration Date" shall mean (          ) or the date the Commitment set forth in paragraph 2.2 hereof shall be fully borrowed, whichever shall first occur.

1.16 "Series A Loan" or "Series A Loans" shall mean the loan or loans, as the case may be, to be made by Bank to Borrower pursuant to paragraph 2.1 of this Agreement and "Series A Note" or "Series A Notes" shall mean the promissory note or promissory notes, as the case may be, of Borrower executed and delivered under paragraph 2.1.2 of this Agreement.

1.17 "Series B Loan" or "Series B Loans" shall mean the loan or loans, as the case may be, to be made by Bank to Borrower pursuant to paragraph 2.2 of this Agreement and "Series B Note" or Series B Notes" shall mean the promissory note or promissory notes, as the case may be, of Borrower executed and delivered under paragraph 2.2.2 of this Agreement.

1.18 "Note" or "Notes" shall mean the Series A Note or Series A Notes or Series B Note or Series B Notes, as the case may be, of Borrower executed and delivered under this Agreement.

2. The Loans

2.1 Series A

2.1.1 Subject to the terms and conditions hereof, Bank agrees to cause an overseas branch of Bank to make a Series A Loan or Series A Loans to Borrower at any time or from time to time from the date hereof to and including the Series A Expiration Date in an aggregate principal amount not exceeding (          U.S.          ) Said Series A Loan or Series A Loans will be made available to Borrower by crediting the amount thereof to Borrower's account with Bank at its London Branch in accordance with the provisions of the Operating Agreement.  The first Series A Loan shall be made on or before (                        ) and all Series A Loans shall be made on or before the Series A Expiration Date. Each Series A Loan shall be in the principal amount of (                         ) or an integral multiple thereof Borrower shall give not less than ten (10) business days' prior written or telegraphic notes to Bank in accordance with the provisions of the Operating Agreement of each requested Series A Loan shall be made immediately available to Borrower in United States Dollars as specified herein against delivery of a Series A Note evidencing such Series A Loan.

2.1.2 Each Series A Loan shall be evidenced by a Series A Note or Series A Notes of Borrower each in the principal sum of (                    ) in favor of the London Branch in the form attached hereto as Exhibit A and unconditionally guarantied by KEB. Each Series A Note shall be dated the date of the Series A Loan evidenced thereby and shall provide for the payment of principal in three (3) substantially qual semi-annual installments the first of which shall be on the sixth Interest Payment Date and the last of which shall be no later than

(                        )

  2.2 Series B

2.2.1 Subject to the terms and conditions hereof, Bank agrees to cause an overseas branch of Bank to make a Series B Loan or Series B Loans to Borrower at any time or from time to time from the date that the Series A Loan or Series A Loans available to Borrower under paragraph 2.1 hereof are drawn in full to and including the Series B expiration Date in an aggregate principal amount not exceeding (                        ) Said Series B Loan or Series B Loans will be made available to Borrower by crediting the amount thereof to Borrower's account with Bank at its London Branch in accordance with the provisions of the Operating Agreement.  Each Series B Loan shall be in the principal amount of (          ) or an integral multiple thereof.  Borrower shall give not less than ten (10) business days' prior written or telegraphic notice to Bank in accordance with the provisions of the Operating Agreement of each requested Series B Loan, and on the date specified in such notice such Series B Loan shall be made immediately available to Borrower in United States Dollars as specified herein against delivery of the Series B Note evidencing such Series B Loan.

2.2.2 Each Series B Loan shall be evidenced by a Series B Note or Series B Notes of Borrower each in the principal sum of (                            ) in favor of the London Branch in the form attached hereto as Exhibit B and unconditionally guarantied by KEB, Each Series B Note shall be dated the date of the Series B Loan evidenced thereby and shall provide for the payment of principal in fourteen (14) substantially equal semi-annual installments, the first of which shall be on the eighth Interest payment Date and the last of which shall be no later than (          ).

2.3. Each Series A Note and each Series B Note shall provide for payment of interest semi-annually on each Interest payment Date after the date of borrowing, and at maturity, at a rate per annum (based on a year of 360 days) which shall be one percent (1%) over the Inter-bank Eurodollar Rate.  For any period during which principal shall be overdue, the rate of interest shall be two percent (2%) per annum over the Interbank Erodollar Rate for such part of the principal sum as shall not be paid when due. Such Interest rate shall be determined three (3) business days prior to the date of borrowing and shall be adjusted on each Interest payment Date for the next semi-annual period to reflect the Interbank Eurodoller Rate as of three (3) business days prior to each such date on which interest is to be adjusted.  All payments made under the Series A Loans and Series B Loans on account of principal or interest shall be made for account of the lending branch at Bank's London Branch in immediately available funds in lawful money of the United States of America (in freely transferable United States Dollars) in such manner as the London Branch shall direct.

2.4 Borrower agrees to pay to Bank as a consideration for the Commitment, a commitment fee calculated at the rate of one-half of one percent (1/2%)per annum (computed on the basis of twelve (12) thirty (30) day months in each calendar year) from (       ) or the date of the execution by Bank of the Agreement whichever shall first occur until the Series B Expiration Date on the average daily unborrowed amount of the Commitment, payable on Interest payment Date and on the Series B Expiration Date.  Borrower may at any time or from time to time terminate in whole or in part the Commitment by giving not less than thirty (30) days prior written or telegraphic notice to such effect to Bank provided that any partial termination shall be in the aggregate amount of or an integral multiple thereof, and shall be applied to Series A Loans or to Series B Loans as Bank shall determine.  After any such partial termination the commitment fee shall be calculated upon the Commitment as so reduced.

2.5 Borrower agrees to pay to Bank as consideration for its services in negotiating closing, managing and servicing the Series A Loans and Series B Loans a management fee calculated on the principal amount of each Series A Loan and Series B Loan outstanding at a rate of one percent (1%) per annum (computed on the basis twelve (12) thirty (30) day months is each calendar year) from the date of each Series A Loan and Series B Loan until payment thereof in full.  Such management fee shall be paid on each Interest payment Date for account of the lending branch at Bank's London Branch in immediately available funds in freely transferable United States Dollars in such manner as the London Branch shall direct.

2.6 Borrower shall have the right, at its option. to prepay the Series A Notes or the Series B Notes outstanding hereunder in whole at any time or in part without premium or penalty.  provided the prepayment is to be applied on an Interest payment Date.  Each partial prepayment made under this paragraph 2.6 shall be (                    ) or an integral multiple thereof, and shall be ratable applied to the most remote maturities of all the Series A Notes, if any, then outstanding and thereafter to the most remote maturities of the Series B Notes then outstanding.  Borrower shall give at least ten (10) business days prior written or telegraphic notice to Bank of any such prepayment.

  3. Representations and Warranties

  Borrower represents and warrants:

3.1 Borrower is a corporation duly organized, validly existing and in good standing under the laws of the Republic of Korea, has all requisite corporate power to own its property and to carry on its business as now being or proposed to be conducted, is duly qualified to do business in and is in good standing in the Republic of Korea and in all other jurisdictions in which the nature of the business conducted by it makes such qualification necessary, and has corporate power and authority to execute and deliver this Agreement and the Notes and to perform and observe the provisions thereof applicable to it.

3.2 All corporate action on the part of Borrower, its directors and stockholders necessary for the authorization, execution, delivery and performance of this Agreement and the Notes has been duly taken.

3.3 The representatives of Borrower executing this Agreement and any Note are fully authorized to ex3ecute such instruments on behalf of Borrower and the representative of KBS executing the guaranties provided in Article 4 hereof are each fully authorized to execute such instruments on behalf of KBS

3.4 This Agreement, the Operating Agreement and the Notes, when executed and delivered, will be valid and binding on Borrower

3.5 As of the date of this Agreement there is no litigation, proceeding or dispute pending against Borrower, the adverse determination of which might substantially affect Borrower's ability to pay the Series A Loans and Series B Loans, and Borrower is not, to the best of its knowledge and belief, in default in any material respect under any applicable statute, or under any decree, ruling, order or regulation of any governmental authority having jurisdiction over Borrower.

3.6 Borrower and KBS have obtained all governmental approvals or authorizations necessary to permit the execution and delivery of this Agreement by Borrower and the KBS Guaranty Agreement by KEB, the making of borrowings hereunder, the execution, issuance and delivery of the Notes to evidence such borrowings and the guaranty thereof by KEB, the performance by Borrower of its obligations hereunder and the payment by Borrower and KEB of all amounts which are or may be required by the provisions hereof and of the Notes to be paid in respect of the principal of and the interest and premium, if any, on the Notes, and all other amounts payable by Borrower hereunder, except to the extent that additional exchange approvals or authorizations may be required at or prior to the time of making any such payment.

3.7 There is no provision of the (                  ) or of and indenture, contract or agreement to which Borrower is a party or under which Borrower is obligated, nor is there any statute, rule or regulation binding on Borrower which would be contravened by the execution of this Agreement or the Notes, or by the performance of any provision, condition, covenant or other term contained herein or therein.

3.8 Borrower has furnished to Bank copies of the balance sheet of Borrower as of such balance sheet is true, correct and complete, and was prepared in accordance with generally accepted accounting principles; and such balance sheet fairly presents the financial condition of Borrower as at the date thereof.

3.9 Since

there have been no adverse changes in the financial condition of Borrower which would prevent Borrower from meeting its obligations as they mature.

  4. Security

4.1 The Series A Loans and Series B Loans (including all principal amounts, interest and other monies payable under the Series A Notes and Series B Notes and this Agreement) shall be guarantied by KEB substantially in the form contained in the Series A Note attached hereto as Exhibit A and in the Series B Note attached hereto as Exhibit B or otherwise in forms satisfactory to Bank and in the form of the KEB guaranty Agreement.

4.2 from and after the tenth Interest Date Bank shall be entitled to request that with respect to those payments of principal and interest due on the Series B Loan or Series B Loans subsequent to the fourteenth Interest payment Date the Borrower shall establish an irrevocable Letter of Credit in favor of Bank by a clearing bank with main office in the City of San Francisco or London acceptable to Bank covering such payments of principal and interest and the event of the failure of the Borrower to establish such Letter of Credit within thirty (30) days of any such request by Bank payments of principal due after said fourteenth Interest payment Date shall be acclerated so that the aggregate amount otherwise due on and after the fourteenth Interest Payment Date shall be due and payable on the fourteenth Interest Payment Date.

4.3 At any time prior to the first Series B Loan Bank shall be entitled to request that there shall be issued to it guaranties of the United States Government acting through the Agency for International Development of the Department of State or any successor thereof insuring it against losses arising with respect to Series B Loans from the specific political risks within the Republic of Korea of inconvertibility of currency, of expropriation or of damage resulting from war, revolution or insurrection.  Within thirty (30) days after such request Borrower shall make a single advance payment to Bank of all premiums required for such political risk insurance.  Such payment shall not exceed one quarter of one percent (1/4 of 1%) per annum for convertibility coverage and on half of one percent (1/2 of 1%) per annum each for expropriation coverage or seven eights of one percent (7/8 of 1%) per annum for the combined expropriation and war, revolution and insurrection coverage.  Such payment shall be calculated on the basis that principal payments due on Series B Loans after the fourteenth Interest Payment Date shall not be accelerated as set forth in paragraph 4.2 hereof and shall be discounted at the Interbank Eurodollar Rate then in effect on the date of such advance payment.  Bank shall thereupon make application for such political risk insurance and Borrower shall execute such agreements or instrument and otherwise assist Bank in obtaining such political risk insurance.  In the event that such political risk insurance is not thereafter issued to Bank, for whatever reason, Bank shall return such advance payment of premiums.

5. Conditions Precedent

The following shall be conditions precedent to the making of each Series A Loan and Series B Loan hereunder

5.1 The accuracy on and as of the date of each borrowing hereunder of the representations and warranties contained in Article 3 hereof with the same effect as though such representations and warranties had been made as of such date.

5.2 The absence on the date of each borrowing hereunder of any Event of Default or of any circumstance which, with the giving of notice or lapse of time, or both, would constitute an Event of Default.

5.3 Delivery to Bank at the request of Bank of a certificate, signed by a responsible officer of Borrower, certifying to the conditions required by paragraph 5.1 and 5.2 hereof and that all approvals and authorizations referred to in paragraph 5.5 hereof are then in full force and effect and have not been modified, rescinded or restricted except to the extent that future approvals or authorizations may be required at or prior to the time of making any payment and that the Project Contract, KEB Guaranty Agreement and Operation Agreement are each in full force and effect.

5.4 Delivery to Bank of such Notes of Borrower, together with the guaranty of KEB, as may at that time be required to be delivered under this Agreement. The following shall be additional conditions precedent to the making of the first Series A Loan:

5.5 Delivery to Bank of evidence satisfactory to Bank that all governmental approvals or authorizations necessary for the execution and delivery of this Agreement, the borrowings provided for herein, the execution, issuance and delivery of the Notes and the KEB Guaranty Agreement, performance by Borrower of its obligations hereunder and by KEB of its obligations under the KEB Guaranty Agreement and the payment by Borrower and KEB of all amounts which are or may be required to be paid hereunder and under the Notes and the KEB Guaranty Agreement have been duly received, and that all such approvals or authorizations are then in full force and effect and have not been modified, rescinded, or restricted, except to the extent that future approvals or authorizations may be required at or prior to the time of making any payment.

5.6 Delivery to Bank of a certified copy of a resolution passed by the Board of Directors of Borrower authorizing the borrowing herein provided for, the execution of this Agreement, the execution of the Notes and performance hereunder and thereunder and of a certified copy of Borrower's Statutes.

5.7 Delivery to Bank of a resolution duly adopted by the Board of Directors or other governing body of KEB authorizing the execution and delivery of the guaranties to be executed by KEB pursuant to the provisions of Article 4

5.8 Delivery to Bank of the duly executed KEB Guaranty Agreement.

5.9 Delivery to Bank of a certified copy of the duly executed Project Contract.

5.10 Delivery to Bank of the duly executed Operation Agreement.

5.11 Delivery to Bank of evidence of firm commitments from lending institutions and suppliers satisfactory to Bank for all foreign exchange funds required for the Project, on term satisfactory to Bank in addition to those to be provided under this Agreement.

5.12 Delivery to Bank of the duly executed Participation Agreement.

5.13 Delivery to Bank of a written opinion (in form and substance satisfactory to counsel for Bank) of Korea counsel for Borrower, stating that, in the opinion of said counsel:

(a) the representations and warranties contained in Article 3 hereof are true and correct except as to matters referred to in paragraph 3.8 and 3.9: and

(b) the KEB Guaranty Agreement is a valid and binding agreement of KEB enforceable in accordance with its terms and the guaranties to be executed by KEB under the provisions of Article 4 hereof will be valid and binding upon KEB. In rendering the foregoing opinion such counsel may rely upon certificates of officers of Borrower as to the nature and location of the property of Borrower, agreements to which Borrower is a party, and the conduct of business of Borrower and such counsel may also rely upon certificates of officers of KEB relating to factual matters concerning the guarantees to be given by KEB. All corporate and legal proceedings and all instruments in connection with the transactions contemplated by this Agreement shall be in form and substance satisfactory to counsel for Bank, said counsel shall have received executed or photocopies of all approvals orauthorizations referred to in paragraph 5.5 hereof, and Bank shall have received such counterpart originals or certified or other copies of such documents and proceedings in connection therewith in form and substance, as to certification and otherwise, satisfactory to said counsel for Bank, as such counsel for Bank may reasonably request.

6. Positive Covenants

Borrower covenants and agrees that, until the full and final payment of all indebtedness incurred hereunder, it will, unless Bank waives compliance in writing:

6.1 Use the proceeds of the Loan for payments due on the Project in accordance with the Operating Agreement.

6.2 Promptly give written notice to Bank of:

(a) all litigation threatened or actual affecting Borrower where the amount involved is Two Hundred Fifty Thousand United States Dollars (U.S.$250,000) (or its equivalent) or more;

(b) any proposal by any public authority or any other person or entity to acquire the assets or business of Borrower or any substantial part therefor fifty percent (50%) or more of Borrowers issued and outstanding stock; and

(c) any Event of Default or any event or circumstance which, upon the giving of notice or the lapse of time, or both, would be an Event of Default hereunder.

6.3 Deliver to Bank in form and detail satisfactory to Bank:

(a) Within one hundred twenty (120) days after the end of each accounting year, a balance sheet of Borrower as at the end of such year and statements of income and surplus and statements of the sources and application of funds of Borrower for the preceding accounting year, all in reasonable detail and expressed in Korean Won and United States Dollars and certified by independent public accountants of recognized standing selected by Borrower and satisfactory to Bank, said certificate to include or be accompanied by a statement by such accountant that his examination has not revealed any Event of Default or any condition, event, act or omission which, with the giving of notice or the lapse of time, or both, would constitute an Event of Default or a statement of any such Event of Default, condition, event, act or omission, if any is found:

(b) Within one hundred and twenty (120) days after the end of each accounting year, a certificate signed by a duly authorized official of Borrower to the effect that no Event of Default and no condition, event, act or omission which, with the giving of notice or the lapse of time, or both, would constitute an Event of Default, has occurred and is continuing or exist, or, if any such Event of Default exists or there is in existence any such condition, event, act or omission, specifying the nature thereof, the period of existence thereof and what action Borrower proposes to take or cause to be taken with respect thereto; and

(c) Promptly, such additional information with respect to, or which affects, the financial conditions and affairs of Borrower as Bank may from time to time reasonably request.

6.4 Principal, interest, commitment fees, management fees, expenses and all other moneys payable to Bank according to the term of this Agreement (hereinafter called the "Agreed Gross Amounts") shall be paid in United States Dollars in accordance wiith Article 2 hereof without deduction of any tax, duty, commission or charge of whatsoever     nature whether imposed or levied by or on behalf of the Republic of Korea or any  other taxing authority within the Republic of Korea unless Borrower shall be       compelled to make or submit to such deduction, in which event Borrower shall as  soon as possible thereafter pay such additional amounts in United States Dollars as  may be necessary in order that the net amount received by Bank shall be          equal to the Agreed Gross Amount.

7. Events of Default.

If any of the following Events of Default shall occur and be continuing:

7.1 Nonpayment of any installment of interest or principal on any Note when due   if such  nonpayment continues for ten (!0) days thereafter.

7.2 Any representation or warranty made by Borrower or any certificate or financial statement furnished hereunder shall prove to have been false or misleading  in any material respect as of the time made or furnished.

7.3 A breach of or default under any term, covenant, condition or provision contained in this Agreement not specifically referred to in this Article 7 shall have occurred and shall not be remedied for a period of thirty (30) days after written notice thereof to Borrower from Bank.

7.4 Occurrence of any affirmative act of insolvency by Borrower, or the filing by Borrower of any petition or action under any bankruptcy, reorganization, insolvency dissolution or moratorium law or any other law or laws for the relief of, or relating to, debtors.

7.5 An order of any court or other agency having jurisdiction shall be entered pursuant to any law relating to bankruptcy, insolvency, insolvency, dissolution or for the relief of debt debtors, approving a petition seeking reorganization of Borrower, or for an adjudication that Borrower is bankrupt or insolvent, or appointing any receiver trustee, liquidator, intervenor or the like of or for Borrower, or  any substantial part of the property of Borrower, or there is commenced by or against Borrower any liquidation or dissolution proceeding, or a writ execution or attachment or similar process shall be issued or levied against all or substantial portion of the property or Borrower in connection with any judgment against it in any amount in excess of the equivalent of onE MILLION UNITED STATES DOLLARS (U.S. $1,000,000) and such order, proceeding, writ execution, attachment or process is not released, bonded, satisfied, discharged, vacated or stayed within ninety (90) days after its entry, commencement or levy.

7.6 Borrower shall default in any payment of principal of or interest on any obligation for borrowed money beyond any period of grace provided with respect thereto or shall default in the performance of any other agreement, term or condition contained in any agreement under which any such obligation is created if, as a result, of such default, a holder of such obligation shall be entitled to declare it due and payable prior to its stated maturity.

7.7 Any default or failure to perform by KEB under the terms of the KEB Guaranty Agreement if such default or failure to perform shall not be remedied for a period of ten (10) days.

7.8 The ceasing to be in full force and effect of the Project Contract or the Operating Agreement prior to the stated term therein;then, in any event specified in this Article 7, if such event shall be continuing.  Bank may, by written notice to Borrower, declare the Notes to be forthwith due and payable, and the Notes shall thereupon become due and payable without presentment, demand, protest, judicial or extra judicial notice or. notice of any other kind, all of which are expressly waived.

8. Miscellaneous.

8.1 No delay or omission to exercise any right, power or remedy accruing to Bank upon any breach or default of Borrower under this Agreement shall impair any such right power or remedy of Bank, nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter ocourring Any waiver, permit, consent or approval of any kind or character on the part of Bank of any breach or default under this Agreement, or at waiver on the part of Bank of any provision or condition this Agreement, must be in writing and shall be effective only to the extent in such writing specifically set forth.  All remedies, either under this Agreement.  or by law, or otherwise afforded to Bank, shall be cumulative and not alternate.

8.2 Nothing in this Agreement or in the KEB Guaranty Agreement shall be deemed any waiver or prohibition of Bank's right of banker's lien or set off.

8.3 All representation, warranties, covenants and agreement of Borrower or KEB contained herein or made in writing in connection herewith or under the KEB Guaranty Agreement shall survive the execution and delivery of this Agreement, the making of Series A Loans and Series B Loan hereunder and the issuance of the Notes.

8.4 All notices, statements, requests and demands given to or made upon any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given or made when deposited in the mail, postage prepaid, or, in the case of telegraphic or Telex notice, when dispatched, addressed, if to Bank. London, England, and if to Borrower. Seoul, Korea or in accordance with any unrevoked written direction from any party to the other patties hereto, except in cases where it is expressly provided that such notice, request or demand shall not be effective until received by the party to whom it is addressed.

8.5 Borrower agrees to pay, or to reimburse Bank for any and all payments made by Bank in respect of, all stamp taxes, registration fees, excise taxes, interest equalization taxes and other similar imposts or assessments which may be payable or determined to be payable in respect of the execution and delivery of this Agreement, of any Note hereunder or any guaranty of KEB. and performances thereunder.  Borrower further agrees to pay or to reimburse Bank for.  any other tax (not including income tax) imposed by any present or future law of the United States of America, the United Kingdom or the Republic of Korea upon  on with respect to this Agreement, any Note or Notes or any Series A Loan or Series B Loan made hereunder, in each case without deduction by reason of any present or future taxes, levies, imposts, deductions or charges whatsoever imposed, assessed, levied, withheld or collected by or within any country or any political subdivision or taxing anthority thereof.  The obligagation of Borrower under this  paragraph shall survive payment of the Notes

8.6 Borrower agrees to pay or to reimburse Bank for any and all out of pocket costs and expenses including fees of such special Korean, Unites States and English counsel as Bank may select in connection with this Agreement and incurred in connection with the negotiation, drafting and execution of this Agreement, and further agrees to pay any and all coasts of any litigation arising hereunder, including a reasonable fee for attorneys retained in connection therewith by Bank.

8.7 Borrower agrees that any legal action or proceeding with respect to its obligations hereunder may be brought in any court of the United States of America or of the State of California or in any court of the United Kingdom. By execution and delivery of this Agreement, Borrower submits to each such jurisdiction and hereby irrevocably designates, appoints and empowers the Korean Consulate in each such location as its agents to receive, for and on its behalf, service of process in any such legal action or proceeding.  Any summons or other legal process in any such action or proceeding may be served by delivering or mailing a copy thereof to that one of said agents whose stated address lies within the jurisdiction of such court.  The delivery or mailing as so provided of such summons or other legal process shall be deemed personal service and binding as such for all purposes in any such action or proceeding and such service of process shall be deemed completed twenty (20) days after mailing or delivery thereof to such agent.  Nothing in this paragraph shall affect the right to bring legal action in the Republic of South Korea or to serve process in any other manner permitted by law.

8.8 All data furnished in connection herewith if in a language other than English shall be accompanied by English translations.

8.9 Whenever any payment to be made hereunder or on any Note shall become due on a Saturday or public holiday under the United Kingdom, such payment may be made on the next succeeding business day, and such extension of time shall in such case be included in computing interest, if any, in connection with such payment.

8.10 This Agreement, the Notes issued hereunder, the KEB Guaranty Agreement and the guarantees of KEB shall be deemed to be contracts under the laws of the State of California, and for all purposes shall be construed in accordance with the laws of said State.

8.11 This Agreement may be executed in as many counterparts as may be deemed necessary and convenient, and by the different parties hereto on separate counterparts, each of which , when so executed, shall be deemed an original, but all such counterparts shall constitute but one and the same instrument.

8.12 This Agreement shall be binding upon and insure to the benefit of Bank, other parties that may participate in this Agreement with Bank including but not limited to (          ) under the Participation Agreement, Borrower and their respective successors and assigns, except that Borrower may not assign or transfer its right hereunder.

 

 

 

IN WITNESS WHEREOF, the parties hereto, by their representatives or officers thereunto duly authorized, have executed this Agreement as of the day and year first above written.

 

 

 

WITNESS:

WITNESS: