EXHIBIT 4.30
[English Translation]
Real Estate Collateral Trust
No. 03-021
REAL ESTATE COLLATERAL TRUST AGREEMENT
MARCH 20, 2003
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Settlor Hanaro Telecom, Inc.
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Trustee Korea Real Estate Investment Trust Co., Ltd.
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REAL ESTATE COLLATERAL TRUST AGREEMENT
Hanaro Telecom Inc. (hereinafter referred to as the "Settlor") hereby enters
into this Real Estate Collateral Trust Agreement (hereinafter referred to as the
"Trust Agreement") on the following terms and conditions in entrusting the real
estate described in Attachment 1 (hereinafter referred to as the "Real Estate on
Trust") to Korea Land Corporation (hereinafter referred to as the "Trustee") and
the Trustee shall accept it as such.
ARTICLE 1 [TRUST OBJECTIVE]
The purpose of this trust is for the Trustee to preserve and manage the Real
Estate on Trust in guaranteeing the performance of the responsibility or the
debt that the Settlor accepts, as well as manage the title of the Real Estate on
Trust, and to convert and make settlement when the debt repayment is not duly
made.
ARTICLE 2 [TRUST PERIOD]
(1) The trust period shall be as set forth in Attachment 2-1, but the
Settlor shall consult with the Trustee prior to the expiration of the
Trust Agreement to extend the period if necessary.
(2) In the event that the Real Estate on Trust is disposed of prior to the
expiration of the trust period set forth in clause (1) at the request
of the beneficiaries of this trust, this trust is deemed to expire upon
the completion of the registration of the transfer of title to the Real
Estate on Trust to a purchaser.
ARTICLE 3 [BENEFICIARIES]
(1) The Beneficiaries under this Trust Agreement shall be classified as
Primary Beneficiary of Trust, Beneficiary of Trust and Beneficiary of
Trust Benefit, and shall be set forth in paragraph 2 of Attachment 2.
(2) The Settlor may additionally designate or change a beneficiary with the
approval of the Trustee.
ARTICLE 4 [TRUST PROPERTY]
The property of the trust shall be the profit and other equivalent matters
arising from the operation of money belonging to the trust property. This
includes the property comprising the Real Estate on Trust or its physical
replacement, lease deposit acquired and stored by the Trustee, disposition
proceeds of the Real Estate on Trust, and the gain arising from the disposition.
ARTICLE 5 [PROFIT OF TRUST]
The profit of trust shall be the lease payments and other similar payments from
the Real Estate on Trust.
ARTICLE 6 [BENEFICIARY CERTIFICATES]
(1) At the request of the Settlor, the Trustee shall issue Beneficiary
Certificates to the Settlor as evidence of this Trust Agreement.
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(2) After completing the trust registration and insurance coverage on the
Real Estate on Trust, the Trustee shall issue the Beneficiary
Certificates to the Settlor in an amount within the price of the Real
Estate on Trust, with the Primary Beneficiary of Trust as the
beneficiary of the Trust.
(3) During the trust period, in the event that the Settlor additionally
designates a Primary Beneficiary of Trust and requests the Trustee for
the issuance of Beneficiary Certificates, the Trustee may issue
Beneficiary Certificates in an amount requested by that Primary
Beneficiary within the collateral value of the Real Estate on Trust.
The Settlor shall bear all the expenses resulting from the change of
information in the trust ledger and other related costs.
(4) In the event that the Settlor is to change and designate the Primary
Beneficiary, the Beneficiary Certificates as amended for the conversion
of existing Beneficiary Certificates may be reissued only when there is
no Primary Beneficiary with secondary priority. The Settlor shall bear
all the expenses resulting from the change of information in the trust
ledger and other related costs.
(5) The priority for distribution of trust property in the event of many
Primary Beneficiaries shall be as set forth in the Beneficiary
Certificates.
(6) The Settlor shall use the Beneficiary Certificates appropriately to
meet the trust objective, and shall not dispose of it by transferring
to another person, or create a pledge over it for the purpose of
collateral.
ARTICLE 7 [PRIORITY RIGHT OF PRIMARY BENEFICIARY]
(1) The scope of priority right for the Primary Beneficiary shall be
limited to the principal, interest, and penalty for delay, occurring
from loan transactions between the Primary Beneficiary and the debtor
(paragraph 3 of Attachment 2).
(2) The Primary Beneficiary has the right to earn profit within the maximum
limit of the amount listed in paragraph 4 of Attachment 2 on the
Beneficiary Certificates issued by the Trustee.
(3) The Primary Beneficiary shall have priority over the right of the
Settlor with respect to the trust property.
(4) The effective period of the Beneficiary Certificates held by the
Primary Beneficiary shall be from the date of having the credit of the
Primary Beneficiary under the Trust Agreement, to the expiration date
of this Agreement. However, the effectiveness shall be lost if it is
not used for the designated objective within 30 days of the date of
issuance of the Beneficiary Certificates, even if this occurs before
the expiration date of the trust.
(5) The Primary Beneficiary shall not, without the prior consent of the
Trustee, assign its rights to another person, nor create a pledge over
its Beneficiary Certificates nor change its name during the trust
period.
(6) The Settlor and its successor shall not have the position of the
Primary Beneficiary.
(7) When disposition and settlement of the Real Estate on Trust occurs, in
the event the credit of the Primary Beneficiary is extinguished, the
Primary Beneficiary next in priority shall be promoted.
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ARTICLE 8 [TITLE TRANSFER AND TRUST REGISTRATION OF REAL ESTATE ON
TRUST]
(1) After entering into the Trust Agreement, the Settlor shall immediately
transfer the title to the Real Estate on Trust to the Trustee, and
provide the necessary documents for trust registration including the
registration certificate, official seal verification, power of attorney
and others in order to notify the trust provisions.
(2) The Settlor shall bear all expenses required for the registration
referred to in Clause (1) above.
ARTICLE 9 [PRESERVATION MANAGEMENT OF REAL ESTATE ON TRUST]
(1) The Settlor shall possess and use continuously the Real Estate on Trust
and shall pay for all necessary expenses in regard to practical
management activity, including preservation, maintenance, repair and
other tasks for the Real Estate on Trust.
(2) Without the prior consent of the Trustee, the Settlor shall not take
action to limit the title of the Real Estate on Trust, by leasing,
creating a security interest, creating Jeonse rights and others, or
changing the current condition of the Real Estate on Trust in such a
way as to decline the value of the Real Estate on Trust.
(3) The Settlor shall immediately notify the Trustee in the event an
accident occurs or loss or damage is caused to the Real Estate on
Trust, or in the event such loss or damage or accident is expected to
occur.
(4) The Settlor shall accept the asset management actions of the Trustee as
necessary for the preservation of the value of, and disposition of, the
Real Estate on Trust.
(5) The asset management period of the Trustee shall be the term of this
existing Trust Agreement, and it shall be the same in the case of
extending or shortening the trust period.
ARTICLE 10 [LEASEHOLD, ETC.]
(1) The lease agreement entered between the Settlor and the tenant prior to
entering into the Trust Agreement is still valid under the same terms
and conditions, and the Settlor shall submit the leasehold confirmation
attached with a copy of the lease agreement to the Trustee. However, in
the event the name of the landlord under the lease agreement is renewed
with the Trustee and the lease deposit is acquired from the Settlor by
the Trustee, the position of the landlord shall be succeeded by the
Trustee.
(2) In the event of Clause (1) above, when there is a lease payment that
the tenant pays to the Settlor in addition to the lease deposit, the
lease payment shall be continuously received by the Settlor. In this
case, the Settlor shall undertake the obligation of returning the lease
deposit in the event the lease agreement is cancelled or expired during
the trust period.
(3) During the trust period, in the event of lease contract is renewed due
to the expiration of lease agreement period or lease contract, or
entering into the new lease agreement, the Settlor shall obtain the
prior consent of the Trustee to enter into the agreement under its own
name following the provision of Clause (2) of Article 9.
(4) The Trustee shall not validate a lease agreement entered into by the
Settlor unilaterally notwithstanding the provision of Clause (3), and
the Settlor shall compensate the Trustee for any damages incurred.
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(5) In the event the new lease agreement is entered under the name of the
Settlor pursuant to the provisions of Article 3 and the tenant makes a
request, the Trustee and the Settlor may jointly endorse the landlord
column, and the Trustee may directly enter into the lease agreement in
the event of any of the following cases where a reduction of effective
collateral value is expected:
1. In the event of newly entering into a lease agreement for the
area with no lease agreement at the time of entering into the
Trust Agreement
2. In the event the deposit on lease is increased due to the
renewal or change of lease agreement.
(6) In the event of Clause (5), the lease deposit shall be dealt with by
negotiation between the Trustee and the Primary Beneficiary or be
managed by the Trustee.
ARTICLE 11 [INSURANCE CONTRACT]
(1) The insurance contract on the Real Estate on Trust shall be made in the
type, period and method that the Trustee determines and shall be
continued during the existence of the Trust Agreement.
(2) If an insurance contract pursuant to the provision of Clause (1) exists
prior to entering into the Trust Agreement, the insurance beneficiary
shall be changed to the Trustee or create a pledge in the insurance
benefit right. All the expenses required in such a case shall be paid
by the Settlor.
(3) When the insurance proceeds are received by the Trustee based on the
insurance contract, the insurance proceeds may be settled in accordance
with the method determined by Article 22 even before the expiration of
the trust period.
ARTICLE 12 [ADDITIONS TO REAL ESTATE ON TRUST]
When insufficiency arises in credit preservation of the Primary Beneficiary from
the Real Estate on Trust due to a change of the economy and other reasons, or
when such an occurrence is predicted, at the request of the Trustee the Settlor
shall provide additional property for this Trust Agreement, with sufficient real
estate to secure the credit of the Primary Beneficiary.
ARTICLE 13 [OBLIGATION AND COLLATERAL RESPONSIBILITY]
(1) The Trustee shall discharge its duties in good faith in preserving and
managing the Real Estate on Trust and other trust affairs, and the
Settlor shall have the responsibility on the Real Estate on Trust.
(2) Even if loss arises to the Beneficiary or the Settlor, the Trustee
shall not be liable for it unless it is caused by an intentional or
grossly negligent act of the Trustee.
ARTICLE 14 [OPERATION METHOD OF MONEY BELONGING TO TRUST PROPERTY]
(1) The money belonging to the trust asset shall be managed by the Trustee
jointly with other trust assets that have the same management method,
or alone following the determination of the Financial Supervisory
Commission.
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(2) The management of the contract deposit (including the penalty of
contract cancellation), intermediary payment and balance related to the
disposition of the Real Estate on Trust of Clause (2) of Article 21 and
Article 22 shall be deposited to the financial institution designated
by the Trustee.
ARTICLE 15 [PAYMENT OF EXPENSES]
(1) The Settlor shall pay for the taxes and dues on the Real Estate on
Trust and trust income, overall expenses required in the processing of
maintenance and management expenses and financial expenses and other
trust affairs, and loss arising from the irresponsible cause of the
Trustee in processing the trust affairs.
(2) In the event that the money from the trust asset is insufficient to pay
for the overall expenses of Clause (1) and in the event of an inability
to receive the shortage amount from the Trustee, all or part of the
Real Estate on Trust may be disposed of in the method recognized as
appropriate by the Trustee and appropriate for the payment.
(3) If the Settlor does not pay the expenses under Clause (1) in the
payment period, the Trustee may pay for it, and in such a case, the
Settlor shall pay to the Trustee the principle amount with the addition
of accrued interest. Interest shall be calculated by appropriately
applying the loan interest on the basis of the fund procurement
interest, as follows internal regulations, starting from the next day
of the actual payment until the repayment date.
(4) The Trustee may first obtain the amount paid for the Settlor and the
delay penalty under Clause (3) from the money or asset to be paid to
the Settlor or Primary Beneficiary.
ARTICLE 16 [CALCULATION OF TRUST AND DISTRIBUTION OF PROFIT]
(1) The calculation date and trust expiration date on the trust asset shall
be December 31. The Trustee shall prepare the surplus statement of the
applicable period to notify the Beneficiary, and the trust profit shall
be distributed in real goods.
(2) In the event that the Beneficiary and the Trustee stipulates before the
due calculation date comes, the profit, expense and trust compensation
occurred under the trust asset may provisionally be settled for each
month or each quarter.
ARTICLE 17 [TRUST COMPENSATION]
(1) The trust compensation is classified into the collateral management
compensation and conversion disposition compensation.
(2) The collateral management compensation shall be the amount calculated
under paragraph 1 of Attachment 3. However, in the event of additional
issuance of Beneficiary Certificates during the trust period, the
collateral management compensation shall separately be calculated.
(3) The collateral management compensation of Clause (2) shall be prepaid
to the Trustee by the Settlor immediately at the time of issuing the
Beneficiary Certificates.
(4) The conversion disposition compensation shall be applied in times of
conversion disposition, and it shall be calculated according to
paragraph 2 of Attachment 3 based on the standard of disposition price
of Real Estate on Trust separately from the compensation determined
under Clause (2).
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(5) The conversion disposition compensation determined under Clause (4)
shall be paid for 50% at the time of receiving the disposition contract
deposit and the balance of 50% at the time of full payment of
disposition proceeds.
(6) In the event that the Trust Agreement is canceled during the trust
period, the trust compensation is not returned.
(7) In the event the Trustee arranges the lease of the Real Estate on
Trust, the lease brokerage fee for the real estate may be received
separately from the trust compensation determined by Clause (1).
ARTICLE 18 [DISPOSITION TIME OF REAL ESTATE ON TRUST]
(3) In the event of any of the following, the Real Estate on Trust may be
disposed of with the request of the Primary Beneficiary even before the
expiration of the trust period. However, it may not be disposed in the
event of the additional provision of the real estate that is recognized
as sufficient to secure the credit of the Primary Beneficiary by the
Trustee or the Settlor upon the occurrence of the cause of event in
sub-clause 3.
1. When violating the Loan Transaction Agreement entered into by
and between the Primary Beneficiary and the debtor
2. When violating the Trust Agreement
3. When the credit satisfaction of Primary Beneficiary is deemed
impossible from the Real Estate on Trust following the change
of economic situation and others.
(2) In the event of Clause (1), it shall be deemed to reach to the Settlor
by notifying to the Trustee via the certified post mail for notice of
verification with the fact of disposition to the address of the
Settlor, and the Settlor shall not raise any objection on the
disposition of the Trustee due to the lack of notice in advance for the
fact of scheduled disposition of the Real Estate on Trust.
ARTICLE 19 [DISPOSITION METHOD]
(1) The Real Estate on Trust shall be disposed through competition in the
open market in principle. However, if the auction did not find a proper
bidder, a free contract may be made under the condition to dispose it
prior to the notice of the next disposition date.
(2) The person with highest price to purchase the real estate in trust from
the persons intended to purchase the properties for the scheduled price
or higher than the price Article 20.
ARTICLE 20 [SCHEDULED PRICE]
(1) The scheduled price at the time of disposing the Real Estate on Trust
shall be determined by the Trustee for the amount higher than the
appraisal value of the appraisal institution in principle. However, in
the event that there is no price fluctuation factor arising within 6
months after commencing the trust, the Trustee may determine for the
price of Real Estate on Trust or above on the Beneficiary Certificates.
(2) In the event of not disposing it with the scheduled price of Clause
(1), the next scheduled disposition price shall be the amount deducted
sequentially for the applicable amount of 10% based on the standard of
the previous disposition scheduled price.
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ARTICLE 21 [PAYMENT PERIOD OF DISPOSITION PROCEEDS]
(1) The disposition proceeds of the Real Estate on Trust shall be paid in
full within 60 days from the date of entering into the next disposition
schedule price.
(2) In the event that the disposition is attempted for 3 times or more, the
period of payment may be extended and allowed to pay in installments
within the scope of satisfying the obligation of the interested party
with the Real Estate on Trust. In this case, the scheduled price shall
not be the less than the scheduled price of previous dispositions.
ARTICLE 22 [CALCULATION METHOD INCLUDING DISPOSITION PROCEEDS]
(1) This payment sequence of the case to settle in converting the Real
Estate on Trust by the Trustee shall be as follows.
1. Cost and compensation related to the Trust Agreement
A. Cost: Electricity, water, management expense,
insurance premium, newspaper notice fees, etc. (tax
and dues including the property tax notified under
the name of Trustee by the disposition proceed
payment date)
B. Compensation: Fees for property disposition and fees
for the unpaid property management that are to be
paid to the Trustee
2. Small lease deposit before registering for trust (Article 8 of
Housing Lease Protection Act and Article 14 of Commercial
Building Lease Protection Act)
3. Credit with collateral of lease deposit (Article 3-2 of
Housing Lease Protection Act and Article 5 of Commercial
Building Lease Protection Act), security interest (within the
scope of highest amount of credit), chonsei right, registered
lease right and others (however, the priority of these shall
depend on the regulation of the Civil Law.)
4. The lease deposit that is obligated to return to the Trustee,
one that is not applicable to Section 2 and Section 3
5. Credit of Primary Beneficiary
6. In the event of a remaining amount after the payments in
regular sequence, the remaining portion is paid to the
Beneficiary (Trustee if there is no Beneficiary)
(2) The contract deposit (including the penalty at the time of contract
termination), intermediary payment and balance that the Trustee
received in relations to the disposition of the Real Estate on Trust
shall be managed by the Trustee until it is paid to the interested
party and the management profit shall be included in the settlement
procedure under Clause 1.
(3) The settlement period of disposition procedure and others shall be made
after fully paying the disposition procedure. However, in the event of
installment payment of disposition procedure, it may be settled even
before full payment when there is no loss to the Trustee.
(4) The amount in sub-clause of Clause (1) shall be paid when the Settlor
surrenders the Real Estate on Trust to the buyer and present the
acceptance confirmation of buyer to the Trustee.
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(5) With the execution of right arising prior to this trust, the procedure
settlement at the time of receiving a part of the conversion fund of
the Real Estate on Trust by the Trustee shall also follow the order of
Clause (1).
ARTICLE 23 [OBLIGATION OF SURRENDER]
Once the disposition procedure on the Real Estate on Trust begins, the Settlor
shall surrender the Real Estate on Trust, and shall actively cooperate in
surrendering to a person in possession other than that person subject for
protection on the lease.
ARTICLE 24 [CANCELLATION OF TRUST AND RESPONSIBILITY]
(1) With the exception of force majeure or other unavoidable situations,
the Settlor shall not cancel the trust in principle. Even if the
Trustee consents to the trust cancellation, the losses of the Trustee
shall be paid by the Settlor.
(2) Notwithstanding the provisions of Clause (1), if the accomplishment of
trust objectives or the performance of trust affairs is impossible or
clearly difficult due to a change of economy or other significant
reasons, the Trustee shall consult with the Settlor to cancel the
trust, and in this case, the Trustee shall not be liable.
(3) All costs related to the trust cancellation, trust compensation and
damage compensation with other losses shall be claimed to the Settlor
or deducted from the trust assets including the Real Estate on Trust.
ARTICLE 25 [COMPLETION OF TRUST]
(1) This trust is completed at the time of expiration for the trust period,
or during the trust period when the Settlor fully repays their debt to
the Primary Beneficiary and cancels this Trust Agreement, or when the
Settlor does not make a loan transaction with the Primary Beneficiary
and returns the Beneficiary Certificates to cancel the Trust Agreement
after receiving the Beneficiary Certificates, or by the cancellation of
trust under Clause (1) and Clause (2) of Article 24, or the disposition
of Real Estate on Trust under Clause (5) of Article 22 and sub-clause 1
or sub-clause 3 of Clause (1) of Article 18.
(2) In the event the Trust Agreement expires due to the expiration of the
trust period or trust cancellation, the Settlor shall return the
Beneficiary Certificates to the Trustee, and the Trustee shall return
to the Settlor the Real Estate on Trust in the current condition.
(3) In the event the Trust Agreement is expired, the Trustee shall prepare
a final statement and make notification to the Beneficiary. However,
the matters already notified to the Beneficiary are deemed to have
consent may be deleted from the final statement, and if the Beneficiary
has no objection on the final statement within 10 days, it shall be
deemed to have gained consent.
(4) When the Trust Agreement expires due to the disposition of the Real
Estate on Trust, the provision of Clause (3) shall not be applied.
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ARTICLE 26 [REPORTS]
(1) Upon the occurrence of any of the following, the Settlor or its heir
shall report this fact to the Trustee in writing immediately.
1. Loss of Trust Agreement, Beneficiary Certificates and reported
official seal.
2. Trustee and its agent, and other persons related to the trust,
in regard to death or changes in address, name and capability
of conduct and others, and the change in reported official
seal.
3. Occurrence of other matters requiring changes on the Trust
Agreement.
(2) The Trustee shall not be liable for losses incurred by a delaying of
the report of Clause (1).
(3) The Settlor shall compensate for loss in the event that losses are
incurred by the Trustee through a neglecting of the report of Clause
(1).
ARTICLE 27 [LITIGATION]
(1) If the Settlor requests bringing a lawsuit, the Trustee may follow the
request or bring a lawsuit on the Real Estate on Trust in the event it
is recognized as necessary as determined by the Trustee in its sole
discretion.
(2) All expenses shall be paid by the Settlor, including the stamp fees and
attorney's fees following a lawsuit and litigation under Clause (1).
ARTICLE 28 [COURT OF JURISDICTION]
In the event of having a dispute on this Trust Agreement, the court of
jurisdiction shall be the regional district court that has jurisdiction over the
place of the Trustee's head office, or another court as agreed by the parties.
However, if the Settlor stipulates a different court of jurisdiction, it shall
be followed as such.
ARTICLE 29 [MISCELLANEOUS]
Other matters not determined under the Agreement shall be determined by
agreement between the Trustee and the Settlor. However, if the Trustee and the
Settlor cannot agree, a reasonable determination of an attorney at law who is
designated by the Trustee shall be followed.
To Witness this contract, two copies of the Trust Agreement are drafted and a
copy is given to each Trustee and Settlor.
March 20, 2003
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SETTLOR: [SEAL AFFIXED]
Name (trade name): Hanaro Telecom, Inc., CEO: Xxxx, Xxx-sik
Resident registration number (corporate registration number): 110111-1466659
Address (place of business): 0000-0 Xxxxxx-xxxx, Xxxxxx-xx, Xxxxx
TRUSTEE: [SEAL AFFIXED]
Name (trade name): Korea Real Estate Investment Trust Co., Ltd.: CEO: Xxx,
Xxxx-jin
Resident registration number (corporate registration number): 110111-1258220
Address (place of business): 000-00 Xxxxxxxx-xxxx, Xxxxxxx-xx, Xxxxx
Head of project support head office: Xxx Xxxx-xxxx
* Attached documents: 1. Particulars of Real Estate on Trust
2. Agreement Details
3. Trust Compensation
4. Special Addendum
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PARTICULARS OF REAL PROPERTY ON TRUST
1. 726 Jangang-dong, Ilsan-gu, Goyang-si, Gyeonggi-do, site 2,993.8 m(2)
2. 000-0 Xxxxxxx-xxxx, Xxxxx-xx, Xxxxxx-xx, Xxxxxxxx-xx, site 3,026.8 m(2)
3. On the buildings of above 1 & 2, it is a 11th story building with steel
framed living facility and the concrete slab roof
3rd underground floor: 3,832.26 m(2)
2nd underground floor: 3,809.86 m(2)
1st underground floor: 3,809.86 m(2)
1st floor: 2,638.96 m(2)
2nd floor: 1,856.41 m(2)
3rd floor: 2,257.03 m(2)
4th floor: 2,376.67 m(2)
5th floor: 2,011.78 m(2)
6th floor: 1,911.23 m(2)
7th floor: 1,911.23 m(2)
8th floor: 1,911.23 m(2)
9th floor: 1,911.23 m(2)
10th floor: 1,911.23 m(2)
11th floor: 409.04 m(2)
Annexed building - 5-story building - steel frame living facility with a
concrete slab roof 1st floor: 456.75 m(2); 2nd floor: 449.12 m(2); 3rd floor:
449.12 m(2); 4th floor: 449.12 m(2); 5th floor: 78.20 m(2)
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AGREEMENT DETAILS
1. TRUST PERIOD: From the date of entering into the trust date until the
expiration date of the Primary Beneficiary's debt (provided that it
shall be within 30 years from the date of entering into the trust
agreement).
2. BENEFICIARY
A. Primary Beneficiary of Trust
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Name (Trade name) Hanmi Bank (Branch: Seocho-dong Branch)
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Resident registration number (corporate 110111-0303539
registration number)
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Address (place of business) 39 Xx-xxxx, Xxxx-gu, Seoul
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B. Beneficiary of Trust
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Name (Trade name) Hanaro Telecom, Inc.
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Resident registration number (corporate 110111-1466659
registration number)
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Address (place of business) 0000-0, Xxxxxx-xxxx, Xxxxxx-xx, Xxxxx
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C. Beneficiary of Trust Benefit
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Name (Trade name) Hanaro Telecom, Inc.
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Resident registration number (corporate 110111-1466659
registration number)
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Address (place of business) 0000-0, Xxxxxx-xxxx, Xxxxxx-xx, Seoul
--------------------------------------------------------------------------------
3. DEBTOR
Name (Trade name): Hanaro Telecom, Inc.
Resident registration number (corporate registration number):
110111-1466659
Address (place of business): 0000-0, Xxxxxx-xxxx, Xxxxxx-xx, Xxxxx
0. AMOUNT OF BENEFICIARY CERTIFICATES: Won 65,000,000,000.00
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TRUST COMPENSATION
1. COLLATERAL MANAGEMENT COMPENSATION: Standard amount x 20/10,000 (Note)
1) Standard amount = Price of Real Estate on Trust x amount of
Beneficiary Certificate/Price of Real Estate on Trust
2) Compensation amount = Standard amount x compensation rate
3) Collateral management compensation shall be calculated
separately each time the Beneficiary Certificate is issued.
4) Collateral management compensation shall be paid in full for
certain the amount of Section 2.
2. CONVERSION DISPOSITION COMPENSATION
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Compensation rate
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When disposing in a lump When disposing in an
Disposition Price sum payment installment payment
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Up to 100 million won 8/1,000 10/1,000
Over 100 mill - 200 mil 7/1,000 9/1,000
Over 200 mil - 500 mil 6/1,000 7/1,000
Over 500 mil - 1 billion 5/1,000 6/1,000
Over 1 billion won 4/1,000 5/1,000
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Note) The conversion disposition compensation shall be accumulated and
calculated for the compensation of each stage for the standard amount.
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SPECIAL ADDENDUM
ARTICLE 1 [DEFINITION OF LOAN TRANSACTION]
(1) Under the Trust Agreement, the "Loan Transaction Agreement" means the
agreement arising on all loan transactions that the Primary Beneficiary
undertakes.
(2) Under the Trust Agreement, "Principal" means the principal of debt
arising from a loan that requires payment either now or in the future,
note discounts, certificate loans, account loans, payment guarantees
(including bond guarantees), sales bond transactions, guaranteed loans,
debt on notes or checks, trade premium transactions, marketable
securities lending, debt arising from foreign currency exchange or debt
arising from other loan transactions.
ARTICLE 2 [DISPOSITION METHOD, ETC.]
(1) In the event that the Settlor and Primary Beneficiary consent as such,
the Trustee may dispose the Real Estate on Trust by a method that is
recognized as appropriate within the scope, so as not to harm the
interest of creditors on Real Estate on Trust, in spite of Article 19
and Article 21 of this Real Estate on Trust.
(2) In the event of disposing trust property, all rights including the
construction license right, design right, construction right,
attraction right and others are deemed to be succeeded to the acquirer,
and the Settlor and the Beneficiary shall not claim for the right
related to trust property and other related rights thereto under any
cases.
ARTICLE 3 [CONSENT TO CONSTRUCTION, ETC.]
In the event that the Settlor acts to change the original form of the Real
Estate on Trust after the date of entering into the Trust Agreement, it shall
obtain the advance approval of Trustee and the financial institution that has
the priority right to trust property under the Trust Agreement.
ARTICLE 4 [DISPOSITION ON IMPROVEMENT, ETC.]
(1) Construction improvements (facilities, completed or unfinished
buildings included) built on the Real Estate on Trust without a
separate trust procedure are deemed as trust property under this Trust
Agreement.
(2) In the event that there are unpaid construction expenses and
development project-related loans not repaid by the time that the
objective project is completed for the development project, the Settlor
shall provide additional collateral. This may include entering into a
disposition trust agreement or collateral Trust Agreement at the same
time the unsold subdivision property is preserved for title and
registered under the name of the Settlor, so that there is no problem
in preserving the security of the Primary Beneficiary.
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ARTICLE 5 [CONSENT TO USE THE TRADE-NAME OF TRUSTEE AND OTHERS]
In the event that the Settlor wishes to use the trade name of the Trustee for
the purpose of subdivision sales of construction improvement on the subject
matter Real Estate on Trust, the Settlor shall obtain the advance consent of the
Trustee. In the event this consent is violated, the Settlor shall take legal
responsibility and shall also pay to the Trustee a penalty applicable to 2% of
the subdivision sale amount.
ARTICLE 6 [AMOUNT OF BENEFICIARY CERTIFICATES]
The amount of Beneficiary Certificates shall be issued within the range of the
principal amount of the valid collateral. Notwithstanding Clause 2 of Article 6,
there shall be an exception if the Primary Beneficiary requests the Trustee to
issue the Beneficiary Certificates in excess of the valid collateral amount.
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