Credit Service Agreement - Kookmin Bank Ltd. and Liquidmetal Korea Co. Ltd.
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* To be filled in by the bank Responsible Assistant Associate Associate
Associate Manager/ General Branch
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Bank Account -----------------------------------------------------
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Name of the Borrower
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Contact Info
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CREDIT SERVICE AGREEMENT
(For Corporate Clients)
To: KOOKMIN BANK [*********], 20
Liquidmetal Korea Co., Ltd.
Representative Director
Hong, Sung Taek
[Borrower] Name (seal)
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Address:
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Confirmed by the above-named
( (MM), (DD), 20xx)
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Position:
Name:
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In obtaining a credit loan from Kookmin Bank, Ltd., I acknowledge that this
transaction is subject to the "Bank Credit Service Master Agreement (including
the Deposit Agreement and the Trust Service Agreement in the cases of the
automated loans based on overall bank accounts and the loans tied to bank
deposits)" in accordance with the following conditions and hereby ascertain and
definitely agree to each of the following provisions:
SECTION 1 TERMS AND CONDITIONS OF THE TRANSACTION
The terms and conditions of the transaction are as follows (In case there
are multiple types of transactions, the borrower will tick the square box " "
below after listening to the explanations of a bank representative.
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Corporate financing for
Credit Classification general facility Types of Line of credit transaction
(Type of Credit) ( ) Transaction [X] Individual transaction
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Amount of Credit
(Limit) Six and a Half Billion Won
(Legal Tender of (Country Name) )
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Last date of the
Credit Origination February [*], 2003 credit extension February [*], 2008
Date period (Final
Repayment Date) (1 revolving cycle: month(s))
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% per annum
Interest Rate 7.1% per annum Rate of Delay Subject to the additional Agreement
Penalty Relating to Delay Penalty
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How to calculate Interest shall be calculated ([-] a monthly basis; [ ] on a daily basis), and delay penalties shall be
interest and delay calculated on a daily basis. One year is deemed to have 365 days penalty for the purpose of calculation
on a daily basis. However, customary international and commercial practices shall be applicable to the
transactions denominated in foreign currencies.
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Credit provision [-] To be provided in full on the loan origination day.
method [ ] To be provided as per request by the loan applicant who meets certain requirements.
[ ] Bank will verify the purpose of financing and the required amounts based on documentary evidence or
the target achievement ratio based on work-in-progress, facilities and equipment, and in-kind materials
of substantiation, and then provide loan in several installments. (In this case, the period of
deferment, the ending date of the credit extension period, and the agreed due date of repayment shall
be determined on the basis of the date when the first installment of the loan is provided.)
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Repayment method [ ] To be repaid in full on the ending date of the credit extension period.
[ ] To be repaid at discretion, insofar as it is paid in full in lump-sum before the ending date of
each loan payment cycle, with the entire loan to be paid off in full on the ending date of the credit
extension period.
[ ] Repayment shall be made in installments on the ( ) day of each month in equal payments of ([ ]
principal and interests, [ ] principal).
[-] It shall be deferred for ( 1 ) year and (6) months from the loan origination date, and principal
shall be repaid in equal installments every ( 1 ) month thereafter.
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When and how to pay [-] The initial payment of interest shall be paid within ( 1 ) month from the loan interest origination
pay interest date, and thereafter, interest shall be paid within ( 1 ) month from the date following the last day of
the immediately prior interest payment cycle.
[ ] The initial payment of interest shall be made on the loan origination date, and thereafter,
interest shall be paid in advance on the last day of the immediately prior interest payment cycle.
[ ] To be paid in advance by the day before the date of the note.
[ ] To be paid each month, on the monthly closing day set by the bank.
[ ] To be paid on the ( ) day of every month.
[ ] To be paid on the repayment date of the principal installment repayment date or on the monthly
contribution payment date.
[ ] To be paid on the ( ) day of every ( ) month(s) from the loan origination date during the
period of deferment, and on the principal installment repayment date of the principal thereafter.
[ ] To be paid on the interest payment date set separately.
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SECTION 2 DELAY PENALTY
1. In the event of failure to make interest payment, installment-based
repayment, and principal and interest to be paid in installments, a
delay penalty shall be paid for the amount due.
2. In the event of default on the ending date of the credit extension
period, or in the event of loss of time benefit under Section 7
(including Section 8 Failure to Perform Repurchase Claim) of the Bank
Credit Service Master Agreement, the delay penalty shall be paid for
the balance of the loan thereafter.
3. In case of Section 10 Paragraphs 4 and 5, delay penalty shall be paid
immediately for the loan balance after offset or proxy drawback
repayment.
4. In case of automated loans based on overall bank accounts and the
loans tied to bank deposits, the delay penalty shall be paid
immediately for the amounts in excess of the credit limit incurred by
deposit-based loans, interest, and others.
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SECTION 3 FINALIZATION OF LOAN AMOUNT AND NOTIFICATION OF PAYMENT SCHEDULE
1. In case of credit extended in installment, the total loan amount shall
be finalized after the final installment of credit has been extended
and, it shall be finalized based on the repayment plan schedule,
receipts, and other documentary evidence.
2. In case credit is extended in installment, excluding automated loans
based on overall bank accounts and
rewards, the bank shall prepare a repayment schedule for the finalized
total loan amount and notify it to the borrower.
SECTION 4. DECREASE OR SUSPENSION OF CREDIT
In the event of a line of credit loan or an installment credit, the bank
may decrease the credit (line) limit of Section 1 or temporarily suspend
provision of loan no matter how long (the customer) has been with the bank
if changes in the financial service environment have occurred or if found
necessary to maintain integrity of the loan. In case the credit limit is
lowered, the borrower shall immediately pay the amount in excess of the new
credit limit.
SECTION 5. ADDITIONAL AGREEMENT ON AUTOMATED LOANS BASED ON OVERALL BANK
ACCOUNTS AND THE LOANS TIED TO BANK DEPOSITS
1. In case of automated loans based on overall bank accounts and the
loans tied to bank deposits, the money (amounts in securities and the
like shall be excluded until processed for payment, and the deposited
securities shall be deemed to have been assigned to the bank as
security collateral for the loan under this Agreement) deposited in
the base account of automated loans based on overall bank accounts and
the bank deposits (hereinafter "Base Accounts") shall be automatically
debited for repayment of the loan.
2. In case of automated loans based on overall bank accounts and the
loans tied to bank deposits, if a withdrawal in excess of the balance
of the Base Accounts is made, or recurrent payments or direct payment
of bills are made through the Account, the repayment of the loan shall
be made through or automatically withdrawn from the Account.
3. In case of automated loans based on overall bank accounts and the
loans tied to bank deposits, the bank may, at its own discretion,
extend a loan in excess of the credit limit specified in the Section
1, in which case the excess amount shall be paid promptly.
4. In case of automated loans based on overall bank accounts and the
loans tied to bank deposits, interest and delay penalty shall be
debited against the Base Accounts or added to the loan amount
notwithstanding the clause on loan amounts in excess of credit limit
of Section 1, in which case the excess amount shall be repaid
promptly.
5. In case a borrower of the loan tied to bank deposits incurs
compensation liability as a result of the bank's honoring of the notes
and checks issued by the borrower, that amount shall be considered as
a part of the loan and the borrower shall make repayment in accordance
with this Agreement.
6. Borrower of the loans tied to bank deposits agrees to make no
complaints in cases where notes or checks s/he issued, prior to the
decrease or suspension of credit under Section 6, bounce due to the
foregoing reasons.
7. In the case of the loans tied to bank deposits, the bank may, at its
own discretion, pay for the notes and checks issued prior to the
ending date of the credit extension period, even after the ending date
of the credit extension period, and the Terms and Agreement shall be
applicable to the resulting loan amount.
SECTION 6 FEE FOR UNUSED CREDIT LIMIT UNDER STIPULATION
In case of a line of credit loan or a loan denominated in a foreign
currency, the borrower shall pay a fee set by the bank for the available
balance of the stipulated credit (line) limit provided in Section 1.
SECTION 7 OBLIGATION TO PROVIDE PROMISSORY NOTE AND GRANT OF THE RIGHT TO THE
NOTE
1. In case of a note-based loan or a loan with a stipulated amount
(excluding automated loans based on overall bank accounts and the
loans tied to bank deposits), the borrower shall issue and provide the
bank a promissory note to the bank with the blank amount and the blank
date.
2. The bank may exercise the right to be indemnified with the blank check
as specified in Section 7.1 as supplementary remedies, in the event
that the borrower fails to repay by the ending date of the credit
extension period or loses the time benefit under Section 7 (including
Section 8 Cause for Repurchase Claim) of the Bank Credit Service
Master Agreement).
3. In the event of exercising the supplementary remedy right to the
promissory note, the amount of the note shall be the sum or less of
the aggregated sum of the principal, interest, delay penalties, and
incidentals.
SECTION 8 REPAYMENT CURRENCY AND EXCHANGE RATE
The principal of a loan denominated in foreign currency may be repaid in
the currency of the loan or Korean Won, and in the event of repaying in
Won, the bank's EFT [electronic fund transfer] selling rate for customers
shall be applied.
SECTION 9 SECURITY COLLATERAL - INSURANCE
1. Unless otherwise instructed by the bank, the borrower shall provide to
the bank as security collateral, the facilities and buildings, which
are constructed or purchased with the credit provided by this
Agreement, and other facilities and, shall, at the request of the
bank, purchase an insurance policy of the type and the insured amount
agreed upon by the bank, and shall establish the bank as the
pledge-holder of the right to claim the insurance benefits.
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2. The borrower shall not, without consent of the bank impose any rights
- including an act of title transfer, security rights, superfices,
lease rights, provisional registration, or rent rights- on the
facilities and the buildings of the preceding paragraph either during
or after the completion of construction, and shall protect the rights
of the bank from any third party.
SECTION 10 PLACEMENT OF SECURITY RIGHTS
1. In order to have the debt secured under the Agreement, a pledge has
been placed on the bank accounts noted below and the transfer of the
certificate (bank checkbook) has been completed.
2. The right of pledge in the preceding paragraph shall have effect on
the principal, beneficiary certificates (including amounts to be
deposited after this Agreement), and the resulting interest,
beneficiary rights to income, special incentives, legal grants, and
others.
3. The borrower agrees that the rights of pledge be effective even in
cases where the bank deposits are extended, opened, renewed, split,
merged, increased or decreased in amount, or interests are added to
the principal, and also agrees that the rights of pledge shall have
effect on the beneficiary of certificate in case the trust, which is
the objective of the deposits, is extended or automatically extended
due to delinquent payment.
4. In lieu of exercising the pledge rights of Paragraph 1, the bank may
use the deposits below to cover the loan provided by the bank by using
a method of offset or proxy drawback repayment.
5. In the event of loans relating to time-deposit installment savings,
the bank may, with notice, offset the collateral deposits with the
loan amount or may defray it to cover proxy drawback repayment even
before the ending date of the credit extension period, in the event
that the monthly installment deposit for the related accounts, which
is supposed to serve as the target of the pledge of Paragraph 1 of
this section, is delayed for six (6) months (four (4) times in the
case of a trust loan tied to installment deposits or a loan secured by
beneficiary certificates) or longer.
Bank Deposits - The Target of the Pledge Rights:
Account Amount
Holder or Until , , 20( )
Type Certificate Trust (Contract Cumulative Total Date of Payment
- Number Provider Amount) Deposits Certificate Date
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Account Beneficiary
Number
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Section 11. Other Special Agreements Undersigned:
Liquidmetal Korea Co., Ltd.
Representative Director
Hong, Sung Taek (Seal)
(Seal)
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The application of Sections 5, 6, 7, and 10, which are not relevant to this
loan transaction, are hereby excluded.
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* Please read the following and respond truthfully in your own handwriting based
on your own experience. (Example: 1. Received, 2. Informed)
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1. Did you definitely receive a copy of the Bank Credit Service Master Agreement Received
and this Agreement?
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2. Were you verbally informed about the important points of the Bank Credit Yes
Service Master Agreement and this Agreement?
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Revenue
Stamp
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* To be filled by the bank Responsible Assistant Associate Associate
--------------------------------------- Associate Manager - General Branch Manager
Bank Account Manager Manager
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Name of the Borrower
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Contact Info
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ADDITIONAL AGREEMENT RELATING TO DELAY PENALTY
To: KOOKMIN BANK (Month) (Date), 20xx (Year)
Liquidmetal Korea Co., Ltd.
Representative Director
Hong, Sung Taek
[Borrower] Name: (seal)
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Address:
In addition to the Credit Service Agreement, I ascertain and definitively agree
to the following:
SECTION 1 DELAY PENALTY
The interest rate on any delinquent payment (hereinafter "delay penalty") shall
be the rate [interest rate on the loan (interest rate agreed upon) + the
additional interest rate on the delinquent payment] set by the bank. However, if
the interest rate agreed upon in Section 2.1 exceeds the maximum rate, the rate
on the delay penalty shall be the rate of the interest rate agreed upon plus
2.0%.
SECTION 2 MINIMUM AND MAXIMUM RATES OF THE DELAY PENALTY
1. Minimum and maximum rates of the delay penalty under this Agreement
shall be 14.0% and 21.0% per annum respectively.
2. The minimum rate shall be applicable in case the rate of the delay
penalty calculated in accordance with the Section 1 of this additional
agreement is lower than the minimum rate under the preceding
paragraph, and, in case the rate exceeds the maximum rate, the rate in
excess of the maximum rate shall not be applicable. However, provision
in Paragraph 1 shall be used in the event that the interest rate
agreed upon is 21.0% or higher per annum.
SECTION 3 DIFFERENTIAL APPLICATION OF THE ADDITIONAL INTEREST RATE ON DELINQUENT
PAYMENTS AND THE START DATE OF DELINQUENT PAYMENTS
1. The interest rate on any delinquent payment of Section 1 shall be 8.0%
per annum in case the principal and associated interests of the
delinquent payment is settled within three (3) months from the start
date of delinquency, 9.0% if settled within six (6) months, and 10% if
settled after six (6) months.
2. In case partial repayment on the delay penalty has been made, the
start date (the start date of delinquency) for differential
application of the additional interest rate under the provisions of
Section 1 shall be the payment due date initially agreed upon (or
[illegible]), and shall be based on the changed due date in case the
date (or [illegible]) agreed upon has been changed.
3. As for the application of the differentiated additional interest rates
depending on the length of delinquent period under Paragraph 1, a
uniform rate shall be applicable for the entire duration of the
delinquent payment as of the settlement date of the delinquent
payment, not differential rates for each period.
e.g. In case the principal and associated interests are fully paid for
a loan delinquent for five (5) months, a single and uniform
interest rate of 9.0% per annum shall be applicable on the
delinquent payment for the entire period of five (5) months, in
addition to the interest rate agreed upon, as opposed to
application of additional interest rate of 8.0% per annum on the
delinquent period of the first three (3) months and 9.0% per
annum for the last two (2) months.
4. In case the principal of the delinquent payment has been partially
settled and a balance remains on the day of payment, the additional
interest rate for the entire delinquent period shall be continuously
applicable from the date of delinquency, before the partial payment of
the delinquent amount, and the delinquent date shall not change.
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SECTION 4 CHANGE OF DELAY PENALTY RATES
The bank may change the additional interest rates in the provisions of
Section 1, the delay penalty set forth in Section 2 Paragraph 1, and the
differential additional interest rates set forth in Section 3 Paragraph 1
to the rate set by the bank in case the initial agreement cannot be
maintained due to changes in the financial service environment or changes
in the national economy.
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* To be filled by the bank Section Assistant Associate Associate
------------------------------------------- Responsible Manager - General Branch Manager
Bank Account Manager Manager
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Name of the Borrower
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Contact Info
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ADDITIONAL AGREEMENT RELATING TO EARLY PAY-OFF FEES
To: KOOKMIN BANK Co., Ltd. (Month) (Date), 20xx (Year)
[Borrower] Name: (seal)
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Address:
In addition to the Credit Service Agreement of MM DD YY, I ascertain and
definitively agree to the following:
SECTION 1 PAYMENT OF EARLY PAY-OFF FEES
In case Obligor repays the loan obtained from Bank (this means extension of
credit financing set forth in Section 2 Paragraph 1 Sub-Paragraph 7 of the Bank
Law) before the date of initially stipulated due date, Obligor shall pay Bank
early pay-off fees in accordance with the calculating method set forth in
Section 2.
SECTION 2 CALCULATION OF EARLY PAY-OFF FEES
(1) Early pay-off fees relate to "basic fees" and "reference interest rate
difference," and shall be applicable as indicated below. However, for loans
linked to the Prime Rate, only the "basic fees" will be collected.
A. Basic fees = Early pay-off fees x basic fee rate (0.5%) x number of
residual days/365
However, in case the number of residual days exceeds 365, it shall be
deemed to be 365 days.
B. Reference interest rate difference = early pay-off principal x
difference in interest rates (currently applied MOR - the MOR at the
time of repayment/365
However, in the event that the rate difference is in the negative (-),
this will not be applied. "Residual days" means the number of days
from the date of early pay-off to the due date. As to re-priced loans,
this means the number of days from the early pay-off date to the time
of re-pricing.
(2) Definition of Related Terminology
A. Reference rate (MOR): Of the financial instruments under circulation
in the market, Bank looks at the market circulation margins of the
representative instruments which have the same date of rate expiration
[as the concerned loan], and then determine the MOR based on that.
B. Fixed interest rate loan: This is the rate determined at
implementation of credit, which will be applied unchanged during the
stipulated term barring any special circumstances.
C. Re-priced loan: Pursuant to predetermined stipulation between client
and Bank, the rate will be recalculated and applied for specific cycle
of time period (such as every 3 months, 6 months, or 12 months). Hence
the reference interest rate will be changed as of the date of
stipulated cycle.
SECTION 3 WAIVER OF EARLY PAY-OFF FEES
Notwithstanding the provisions of Section 1, early pay-off fees may be
waived under any one of the following cases:
1. in case the residual loan period is less than one (1) month
2. in case the loan is collected before the due date to meet the
needs of Bank, for reasons such as disappearance of benefit of
time
3. in case the loan is collected before the due date through
consultation with Bank as a result of agreement on corporate
financial structure improvement
4. otherwise separately decided by Bank