KB Bukopin – PT Oke Asset Indonesia Credit Agreement (29 Nov 2022)

Parties & Legal Standing

Debtor (Borrower)
- PT Oke Asset Indonesia ("DEBITUR")
- Represented by Director Utama Kweon Jung Gu.
- Corporate legitimacy proven through a chronological list of deeds, approvals, and changes recorded at the Indonesian Ministry of Law & Human Rights (2019–2022).
- Commissioner approval by Sim Sang Ton dated 25 Nov 2022.
Bank (Lender)
- PT Bank KB Bukopin Tbk ("BANK").
- Represented by Kim Jong Un, Head of Korean Link Business Division, acting under power of attorney No. SKU.0753/DIR/XI/2022 (28 Nov 2022).
- Corporate data & board composition ratified by Ministry decrees dated 10 Jun 2022.
Credit Approval Basis
- Letter of Credit Facility Approval No. 18212/DIGK/XI/2022 dated 29 Nov 2022.

Credit Facility Overview (Pasal 1)

Type: Investment Credit – Installment structure.
Facility size ("Plafon"): $Rp\;100.000.000.000$ (one-hundred billion rupiah).
Nature: Uncommitted Loan (BANK may refuse drawdowns under certain conditions).
Principal amount excludes interest & any ancillary fees.C must already be issued & delivered in full document form.
- Proceeds credited into DEBITUR’s account at BANK.
BANK may refuse a draw if it:
- Violates Pasal 2(2) procedur
Disbursement Mechanics (Pasal 2)
- Draw method: Cheque, Giro Bilyet, Bill of Exchange (Surat Aksep), book-transfer, receipt notes, or any banking instrument accepted by BANK.
- Draws can be lump-sum or partial, subject to:
  - Written draw request signed by DEBITUR’s director.
  - SBLes.
- Breaches BMPK limits.
- Conflicts with new laws, Bank Indonesia or other authority rules, or force-majeure style “extraordinary events.”
- Deviates from permitted use (Pasal 7(2)).
- Occurs while a default situation (Pasal 9) is in progress.
- Occurs when credit quality is classified "sub-standard, doubtful, or loss" under OJK rules.

Interest, Fees & Amortization (Pasal 3)

Floating Interest Rate:
$\text{Interest} = \text{JIBOR}_{3\text{-month}} + 1,9\%$
- Reviewed every 3 months; BANK notifies DEBITUR in writing.
- May change anytime if regulations force repricing.

Payment Rhythm

Interest: end of every calendar month (debited automatically).
Principal: every 3 months starting from first draw date per schedule:

Month	Principal (Rp)
Feb 2023	$16.500.000.000$
May 2023	$16.500.000.000$
Aug 2023	$16.500.000.000$
Nov 2023	$16.500.000.000$
Feb 2024	$16.500.000.000$
May 2024	$17.500.000.000$
Total	$100.000.000.000$

If month-end falls on Saturday/Sunday/public holiday, payment due on preceding business day.

Front-End Charges
- Provision fee: Nil.
- Administration fee: Nil.

Tenor & Extension Rights (Pasal 4)

Original tenor: 18 months from first draw.
All outstanding principal, interest, & costs must be fully repaid by month 18.
Extension possible once, written request ≥ 1 month before maturity; BANK may accept or decline at its sole discretion.
BANK may accelerate maturity if new laws/regulations prohibit continuation.

Repayment Handling & Debit Authority (Pasal 5–6)

Daily payment accepted during BANK’s cash hours; credited same day or next business day.
Payments via other banks effective upon BANK’s receipt date.
If due date is non-business day, pay on prior business day.
All transactions recorded in a Rekening Koran; deemed correct unless borrower disputes in writing within 15 days of receipt.
DEBITUR & any Guarantor irrevocably authorize BANK to auto-debit any accounts (giro, deposits, etc.) for due amounts.

Covenants & Operational Obligations (Pasal 7)

Financial Reporting
- In-house 6-month financials (B/S & P/L) within 30 days, signed by directors.
- Audited annual statements (attached to SPT PPh) within 180 days.
- Provide KITAS/PASSPORT of all management.
- Provide latest business licenses & notarial deed copies.
Use-of-Funds Restriction
- Loan cannot repay unrelated third-party or related-party debt not tied to operations.
Capital Adequacy
- Must maintain positive equity; otherwise facility becomes immediately repayable.
Strategic Cooperation
- “Best-effort” purchase of BANK’s NPL assets.
SBLC Trigger
- If borrower misses obligations for 1 month, BANK will draw on the SBLC to settle facility.
Board Approval Letter
- Original commissioner consent letter due within 30 days after first draw.
Change-of-Control Notice
- Any ownership or management change must be reported in writing.
Cross-Selling
- Borrower to use ≥ 4 BANK products (e.g., savings, deposits, cash-management, credit card).
Audit & Inspection Rights
- With 7 business-day notice, BANK (or non-competitor agents) may: audit books, inspect collateral, visit premises, or embed staff in case of default.
Continuous Information Duty
- Promptly supply all material info incl. financial, business changes, adverse events, new borrowings outside core business, etc.
Banking Discipline
- No overdraft/cross-clearing; all banking to be routed through BANK; written notice & documentation for any deed/ shareholder change within 1 month.
Payment Waterfall
- Must prioritize BANK obligations over third parties.
Compliance
- Abide by all prevailing credit policies of BANK.

Voluntary Prepayment (Pasal 8)

Borrower may terminate agreement at any time by fully repaying all outstanding amounts without penalty.

Events of Default (Pasal 9)

BANK may demand immediate & full repayment, execute collateral, or assign claims to third parties—without court notice—if any of the following occur:

Bankruptcy or moratorium (Surseance van Betaling).
Company dissolution via shareholder or court decision.
Conservatory/attachment seizure affecting payment capacity.
Non-payment of interest for 2 consecutive months or other covenant breach.
Loss of legal capacity to manage assets.
Collateral value deterioration deemed insufficient.
Criminal involvement tarnishing reputation (no final court judgment required).
False data disclosure.
Regulatory violation leading to license revocation.
Breach of any covenant under Pasal 7.

Penalty for overdue post-maturity obligations: $3\%$ per month (daily-accrued) on total outstanding.

Bank Enforcement & Disclosure (Pasal 10–11)

BANK may unilaterally determine outstanding balance for enforcement; borrower may later contest numbers but must first pay.
BANK may disclose borrower credit quality to relevant parties.
All collection & legal costs borne by DEBITUR.

Collateral – Standby Letter of Credit (SBLC) (Pasal 12–15)

Form: SBLC issued by Kookmin Bank Seoul for $Rp\;100.000.000.000$ , requested by Apro Financial Co Ltd; BANK named beneficiary.
Mandatory SBLC Conditions
- Coverage ratio ≥ $100\%$ of credit plafond.
- Unconditional & Irrevocable.
- Callable within 7 business days of claim; partial drawings allowed for overdue principal/interest.
- Non-transferable & non-counter-guaranteed.
- Tenor ≥ 19 months (≥ 1 month beyond loan tenor).
- Issued under UCPDC or ISP rules.
- Must satisfy all internal/external SBLC standards of BANK.
Assignment Limitation: Borrower may not re-pledge SBLC to anyone else (Pasal 14).
Realization Rights: Upon maturity default or Pasal 9 triggers, BANK may cash SBLC without borrower consent, apply proceeds to debt, and claim any remaining deficiency.
BANK may liquidate any other borrower assets (pledged or unpledged) deemed most liquid to settle residual debt.

Representations & Irrevocable Mandates (Pasal 16–18)

In any dispute over outstanding balance, the BANK’s book records prevail (Pasal 16).
Borrower grants irrevocable power (cannot be revoked under Civil Code 1813, 1814, 1816) for BANK to debit accounts (Pasal 17).
Borrower warranties at signing:
- Corporate charter valid.
- Current Board:
- Directors: Kweon Jung Gu (President), Lee Chae Ho.
- Commissioner: Sim Sang Ton.
- Shareholders:
- Apro Financial Co Ltd – $Rp\;268.900.000.000$ (268 900 shares).
- Miz Sarang Co Ltd – $Rp\;1.100.000.000$ (1 100 shares).
- Board is duly authorized to execute this agreement & security documents.

Miscellaneous & Jurisdiction (Pasal 19–20)

Additional matters may be set out in separate deeds/letters, forming an integral part of this agreement.
Agreement executed in Bahasa Indonesia; borrower acknowledges full understanding.
Chosen forum: District Court Registrar of South Jakarta; nevertheless, BANK may sue in any other court it deems appropriate.
Court notices may be served at chosen domicile without further proof; clause binds heirs & assigns.

Execution

Signed in Jakarta on 29 Nov 2022.
Signatories affixed:
- Kim Jong Un (for BANK).
- Kweon Jung Gu (for DEBITUR).
Indonesian tax stamp affixed: No. D01AKX076889804.

Practical & Ethical Considerations

"Uncommitted" nature gives BANK broad discretion; highlights asymmetry of power common in corporate lending.
SBLC collateralization overseas (Kookmin Seoul) demonstrates cross-border credit enhancement practices.
Regulatory references (OJK, BI, UCPDC, ISP) show multilayered compliance: domestic banking law + international trade finance standards.
Covenants promoting cross-selling (use ≥ 4 BANK products) reflect typical commercial incentives but may raise ethical concerns around tying.
Positive-equity covenant acts as early-warning safeguard for lenders but pressures borrowers during downturns.

Quick Formula & Date Reference Sheet

Interest formula: $r<em>t = \text{JIBOR}</em>{3m,t} + 1.9\%$ .
Penalty overdue: $0.03 \times \text{Outstanding}\;\text{per month}$ (daily basis).
Facility size: $100\,\text{billion IDR}$ ; SBLC coverage $\ge 100\%$ .
Tenor: $18\;\text{months}$ ; SBLC tenor $\ge 19\;\text{months}$ .

Study Tips & Connections

Relate events of default list to standard "MAC" clauses (Material Adverse Change) in syndicated loan markets.
Compare SBLC vs. traditional collateral (mortgage, fiduciary transfer) for understanding risk-mitigation hierarchy.
Review Indonesian Civil Code Articles 1813–1816 to appreciate irrevocable power-of-attorney concepts.