Exhibit 4.50
English language summary of Chinese language NT$3.6 Billion Syndicated Loan Agreement dated August 18, 2006 between Winstek Semiconductor Corporation and Taishin Bank
Borrower : Winstek Semiconductor Corporation
Lenders :
1. | Taishin International Bank (Sponsor bank) | |
2. | Bank of Overseas Chinese | |
3. | Central Trust of China | |
4. | The Shanghai Commercial & Savings Bank Ltd. | |
5. | Cathay United Bank | |
6. | Bank of Kaohsiung | |
7. | Chang Hwa Bank | |
8. | Taipei Fubon Bank | |
9. | Shin Kong Bank | |
10. | Sunny Bank | |
11. | Far Eastern International Bank | |
12. | Entie Commercial Bank | |
13. | Land Bank | |
14. | Taiwan Business Bank |
Summary of the main articles
1. | Total loan principal available for draw down : NT$3,600 million (Consists of item A loan : NT$2,400 million, and Item B loan : NT$1,200 million); |
(Item B loan consists of B-1 loan and B-2 loan. No sub-limit between B-1 and B-2) |
2. | Purpose of loan : | Item A loan : For fixed assets purchase | ||
Item B loan : For refinancing or/and working capital |
3. | Loan term : | Item A loan : 6 years after first draw down date | ||
Item B loan : 4 years after first draw down date | ||||
(first draw down date must be within six months from contract date) |
4. | Draw down period : | Item A loan : 2 years after first draw down date | ||
Item B loan : 1.5 years after first draw down date |
5. | Principal repayment : | Item A loan : | Repayment in 16 equal instalments every 3 months commencing 27 months after first draw down date. | |||
Item B loan : | Repayment in 9 instalments commencing 24 months after first draw down date with the first 8 instalments repaying 11% of the principal and the last instalment repaying 12% of the principal. |
6. | Interest rate : | Item A loan : 90 day commercial paper interest rate + 0.55% | ||
Item B-1 loan : 90-day commercial paper interest rate + 0.55% | ||||
Item B-2 loan : 90-day commercial paper interest rate + 0.65% |
The rate per annum determined on the basis of the fixing rate on 90-day commercial papers in Taiwan’s primary commercial paper market as appearing on Page 51328 of the Reuters Telerate screen at or about 11:30 A.M. on the Business Day prior to the commencement of such Interest Period. | ||
7. | Interest repayment : Quarterly repayment | |
8. | Commitment fee : if total draw down amount is below 60% of total loan principal after draw down period, borrower to pay : (60% of total loan principal — total draw down amount) multiplied by 0.2%. | |
9. | Penalty interest rate for delayed repayment of principal or delayed payment of interest : |
(a) | “penalty payment” : item (6) interest rate plus 2%, subject to: | ||
(b) | if “penalty payment” is paid within six months : “penalty payment” multiplied by 10% | ||
(c) | if “penalty payment” is paid after six months : “penalty payment” multiplied by 20% |
10. | Advanced repayment of loan : |
(a) | Must provide notice to sponsor bank 10 working days before principal repayment date | ||
(b) | Minimum repayment of loan must be NT$50 million or a multiple thereof |
11. | Financial covenants : |
(a) | Current ratio must not be lower than 100%; |
(i) | Current ratio = Current assets divided by Current liabilities; |
(b) | Debt ratio must not be higher than 120%; |
(i) | Debt ratio = (Debt + Contingencies) divided by Tangible Net Worth; | ||
(ii) | Contingencies = Outstanding guarantees granted by the Borrower; | ||
(iii) | Tangible Net Worth = Shareholders’ Equity less intangible assets and any deferred expenditure. |
(c) | Interest Coverage ratio must not be lower than 200%; |
(i) | Interest Coverage ratio = (Net Profit before Tax + Interest Expense + Depreciation + Amortization) divided by Interest Expense. |
(d) | Tangible Net Worth must not be less than NT$2.8 billion; |
12. | Security : | Item A loan : The loan is secured by a pledge of the fixed assets purchased with the loan proceeds; | ||
Item B-1 loan : The loan is secured by a pledge of Borrower’s existing fixed assets; | ||||
Item B-2 loan : No security required. |
Summary of the articles omitted
(1) | Condition precedent to the drawing of loan | |
(2) | Rights and obligations of the borrower | |
(3) | Rights and obligations of the lender | |
(4) | Dispute settlement | |
(5) | Miscellaneous | |
(6) | Notes |