PROMISSORY NOTE

Negotiable PN NO. : _________________________________________

a Non-Negotiable PN DATE : _________________________________________
a MATURITY DATE : _________________________________________
a
a
For valueareceived, the undersigned NEW PESA METAL CORP. (hereinafter referred to as
the “Maker”, regardless of number),a corporation duly organized and existing under and by virtue of the laws of the Republic of the Philippines with principal address at
a
No. 27 Mariano Ponce St., Bagong Barrio, Caloocan City
a
NOTE:
a For Individuals, indicate CIVIL STATUS, NATIONALITY and ADDRESS; For Corporations/Partnerships, indicate “a corporation/partnership [as the case may
be] duly organized and existing under and by virtue of the laws of the Republic of the Philippines with principal address at _________________________________”
a
a
jointly and severally
a promise to pay UNION BANK OF THE PHILIPPINES (“UnionBank”) or its order at its office at UnionBank Plaza, Meralco Avenue corner Onyx and
Sapphire Roads, a Ortigas Center, Pasig City, the sum of PHILIPPINE PESO:
( PHP ) (the “Loan”) under the following Terms and Conditions:

1. DAYS
LOAN TENOR: ____________________________________

2. LOAN PURPOSE: The Maker agrees that the proceeds of this Loan shall be used for WORKING CAPITAL
_______________________________________________________________
(the “Purpose”) and that the same shall be used solely for this Purpose. Any change or deviation of the Loan proceeds from the intended Purpose without the prior
written consent of UnionBank shall authorize UnionBank to terminate this Note and immediately declare the Loan due and demandable.

3. PRINCIPAL REPAYMENT:
□✔ For Single Payment loans, Principal shall be payable on _______________________________.
□ For Installment Payment loans, Principal shall be payable:
□ Monthly □ Semi-Monthly □ Quarterly □ Semi-Annually □ Annually
in accordance with the Amortization Schedule hereto attached as Annex “A”

4. INTEREST RATE:
□ Fixed Interest Rate at: ___________% per annum, computed on the basis of □ 360 day/year □ 365 day/year
□
✔ Floating Interest Rate at: ___________% per annum computed on the basis of □ 360 day/year □ 365 day/year
UnionBank shall have the option to increase/decrease or otherwise adjust from time to time the interest rate and/or bank charges with advance notice to the Maker in
the event of, but not limited to, changes in the interest rates prescribed by law and/or regulation; or in the interest rate prevailing in international capital markets, in the
rediscount rate of member banks with the Bangko Sentral ng Pilipinas (“BSP”); or in the interest rates on savings and time deposits, UnionBank’s borrowings, reserve
requirements, or in the overall costs of funding or money. In the event of disagreement by the Maker to such interest rate adjustment, this Loan shall be immediately
due and payable together with accrued interest thereon.

5. INTEREST FIXING PERIOD: Interest rate shall be adjusted in the following manner from date of granting until the Loan is fully paid:
□✔ Monthly □ Quarterly □ Semi-Annually □ Annually
6. INTEREST PAYMENT: Interest shall be paid as follows:
• Manner of Interest Payment :□
✔ In arrears □ Discounted

• Period of Interest Payment :□

✔ Monthly □ Quarterly □ Semi-Annually □ Annually □ At Maturity □ Others: _______________________________
Unless expressly agreed otherwise in a separate agreement by the parties, if any interest/principal payment date falls on a day other than a banking day, payment
shall be automatically adjusted to fall on the next banking day without any adjustment to the amount of interest (including default interest and penalty) to be paid
except for interest due on the last interest payment date which shall be computed up to the date of the actual payment thereof.

7. PREPAYMENT: In the event the Maker prepays the Loan partially or in full before the end of the term or maturity thereof, the Maker unconditionally agrees to pay a
TWELVE
pre-payment penalty in the amount equivalent to ___________________________ 12.0
percent (_________%) of the amount being prepaid unless such prepayment
penalty is waived by UnionBank in writing. The Maker agrees to pay all amounts, costs, taxes and expenses incurred as a result of such pre-payment, including but
not limited to resulting additional Gross Receipts Tax (“GRT”) due to or as a result of prepayment and/or the shortening of the maturity or tenor of the Loan.

8. APPLICATION OF PAYMENT: The Maker agrees that any payment on the Loan made to UnionBank shall first be applied against any fees, costs, expenses, and
indemnities due hereunder, then against penalties and default interest, if any; then against interest due on the Loan; then against the principal amount of the Loan due
and payable.

9. TAXES: The Maker shall bear the cost of Documentary Stamp Tax and of other applicable taxes due on this Promissory Note and upon the Maker for obtaining this
Loan.

10. EVENTS OF DEFAULT: Each of the following constitutes an Event of Default hereunder:

a. The failure to pay any amortization/installment and/or interest and other charges on this Promissory Note or the Loan when the same becomes due and payable,
or in the payment of any obligation which the Maker may owe to UnionBank;

b. Death of the Maker or when he/she/they become/s mentally disabled;

c. Any representation, statement or warranty made by the Maker in the loan application or in any other relevant documents executed or delivered pursuant thereto
shall prove to have been untrue, misleading, incorrect or ceases to be true in any material respect;

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JOHNNY ONG EUNETTE U. ONG JOCELYN F. CALALANG
TMP-LG-72-18
 d. The Maker becomes insolvent or unable to pay his/her/their/its debts when due;

e. The filing of a petition or action for insolvency, suspension of payment, rehabilitation, bankruptcy, administration, reorganization dissolution, or winding up or any
action/proceeding similar in purpose and effect against the Maker or its parent company, subsidiary or affiliate for the relief of creditors;

f. Appointment at any time of a receiver or trustee over any property of the Maker;

g. Any act, deed or proceedings (judicial or administrative) in the nature of an expropriation, seizure or intervention shall be undertaken by the government by
which the management of the Maker’s business is displaced or its authority in the conduct of its business is curtailed; or any judgment, award, order,
attachment, execution or garnishment is entered against the Maker, or if the Maker’s property is subjected to any legal process;

h. Any event, condition or circumstance shall arise or occur, which would, in the reasonable opinion of UnionBank, have a material and adverse effect on the
assets, operations or financial condition of the Maker;

i. The failure of the Maker to pay when due, any other obligation to any person or entity incurred prior to or after the date hereof; and

j. Any event, condition or circumstance shall occur which would, in the opinion of UnionBank, make the Maker's ability to pay or the payment of the Maker’s
obligation become doubtful for whatever reason

11. EFFECT OF DEFAULT: If an Event of Default shall have occurred, then at any thereafter, the whole sum of the principal, interest and other charges under this
Promissory Note, at the option of UnionBank shall immediately become due and demandable without presentment, demand, protest or further notice of any kind, all of
which are hereby expressly waived by the Maker. The undersigned further jointly and severally agree to pay UnionBank, as Penalty Charges, in addition to the
agreed interest rate, an additional amount equivalent to TWENTY FOUR percent (24%) per annum of the total amount due from the date of default until the entire
obligation is fully paid.

UnionBank shall have the right to exercise all other rights, actions and remedies which may now or hereafter be available to it, including the right to debit and apply
any of the Maker’s accounts or funds with UnionBank by way of set-off against any amount or portion thereof due under this Note, and/or subject to a lien or
encumbrance of any of the Maker’s properties or assets in the possession of UnionBank. The Maker shall furthermore indemnify and hold harmless UnionBank
against any and all damages and losses which the Maker may incur as a consequence of UnionBank’s exercise of its rights under this paragraph.

12. COMPLIANCE WITH LAWS AND BSP REGULATIONS:

a. The Maker agrees that this Loan is subject to all Philippine laws and BSP regulations which are or in the future may be applicable to this Note. Should the
Maker fail to comply with said applicable laws or regulations, UnionBank shall automatically have the option to take such actions as may be necessary to comply
with such laws or regulations and avail of all other remedies available under contract or law. All fees, costs and expenses incurred by UnionBank to pursue said
actions and remedies shall be payable by the Maker.
b. To comply with BSP regulations, UnionBank may verify the authenticity of the Maker’s Income Tax Return (“ITR”), financial statements as well as other financial
documents that the undersigned has submitted to UnionBank in support of undersigned’s Loan application.

13. WAIVER:
a. In case of judicial execution of Maker’s obligation, the rights of undersigned under Section 13 of Rule 39 of the Rules of Court are hereby waived by the Maker.
b. The Maker likewise hereby waives his/her/their/its rights under Article 1252 of the Civil Code of the Philippines to designate the application of his/her/their/its
payment and irrevocably authorizes UnionBank to apply such payment to his/her/their/its existing obligations with UnionBank.
c. The undersigned jointly and severally waive presentment, demand, protest and notice of any kind, and hereby consent to any and all extension of time,
renewals, waivers, or modifications that may be granted by UnionBank to any of the undersigned with respect to the payment or other provisions of this
Promissory Note. No delay or omission on the part of UnionBank in exercising any right shall operate as a waiver of such right or of any other right granted to it
under the law or other contract. Any waiver shall be in writing.

14. RIGHT TO SET-OFF: UnionBank is hereby given a general lien upon and/or right to hold and/or right to set off and/or apply to the Loan, or any claim of UnionBank
against any of the undersigned, all of the rights, titles and interests of any of the undersigned in and to the balance of every deposit account, money, negotiable
instruments, commercial papers, notes, bonds, stocks, dividends, securities, interests, credits, choses in action, claims, demands, funds or any interest in any thereof,
and in any other property, rights and interests and interest or any evidence thereof, which have been, or at any time delivered to, or otherwise come into the
possession, control or custody of UnionBank or any of its subsidiaries, affiliates, or agents, now or anytime hereafter, for any purpose whether or not accepted for the
purpose/s for which they are delivered or intended. For this purpose, the undersigned hereby irrevocably appoints UnionBank as his/her/their/its attorney-in-fact with
full power of substitution/delegation to sign or endorse any and all documents and perform any and all acts and things required or necessary in the premises.

15. ASSIGNMENT: UnionBank may assign this Promissory Note and all its rights and interests as stipulated herein without notice to the Maker.

16. ATTORNEY’S FEES: Should UnionBank require the services of counsel to enforce payment or collection of this Promissory Note, the undersigned agrees to pay the
sum equivalent to twenty percent (20%) of the total amount due on the Promissory Note, but in no case less than PhP10,000.00, as attorney’s fees, plus cost of suit
and other judicial or extra-judicial expenses. The Maker further agrees that partial payments accepted by UnionBank shall not in any manner be construed as a
waiver, extension, or novation of the undersigned’s obligation under this Promissory Note.

17. VENUE: Venue of any action or suit arising from this Promissory Note shall only be at the place of UnionBank’s office address stated above or at Pasig City, at the
sole option and discretion of UnionBank, to the exclusion of all other venues.

The Terms and Conditions of this Promissory Note should be read together and in conjunction with the Credit Line Agreement/ Loan Agreement/ Credit
JUNE 28, 2017
Agreement dated _________________________.
(Type Date Here)

JOHNNY ONG-President EUNETTE U. ONG-Vice President JOCELYN F. CALALANG - Corporate Secretary

Maker Maker
Duly Authorized for the Purpose Duly Authorized for the Purpose
(Signature Over Printed Name / Position) (Signature Over Printed Name / Position)

NOTE: This form, together with the Disclosure Statement on Loan/ Credit Transaction, should be accomplished and signed in three (3) copies.

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TMP-LG-72-18
 UNION BANK OF THE PHILIPPINES
DISCLOSURE STATEMENT ON LOAN/CREDIT TRANSACTION
(As Required under R.A. No. 3765, Truth in Lending Act)

NEW PESA METAL CORP.

NAME OF BORROWER: ____________________________________________________________________________________________________________________
No. 27 Mariano Ponce St., Bagong Barrio, Caloocan City
ADDRESS: _______________________________________________________________________________________________________________________________

1. LOAN GRANTED (Amount to be financed) P ___________________(A)

2. FINANCE CHARGES Not Deducted Deducted
From From
Loan Proceeds Loan Proceeds

a. Interest _______% p.a. from ______________ to ______________ P _________________ P _________________

MODE TERM
Simple Monthly Semi-Annually
Compound Quarterly Annually
b. Non-Interest Charges _________________ _________________
c. Commitment Fee _________________ _________________
d. Guarantee Fee _________________ _________________
e. Other Charges Incidental to the Extension of Credit
(Specify):
_____________________________________________________ _________________ _________________
_____________________________________________________ _________________ _________________
Total Finance Charges P P (B)
3. NON-FINANCE CHARGES
a. Insurance Premium P _________________ P _________________
b. Taxes _________________ _________________
c. Documentary Stamps _________________ _________________
d. Notarial Fees _________________ _________________
e. Others (Specify):
_____________________________________________________ _________________ _________________
_____________________________________________________ _________________ _________________
Total Non-Finance Charges P P (C)
4. TOTAL DEDUCTIONS FROM PROCEEDS OF LOAN (B plus C) P ___________________(D)
5. NET PROCEEDS OF LOAN (A less D) P .
6. PERCENTAGE OF FINANCE CHARGES TO TOTAL AMOUNT FINANCED
(Computed in accordance with Sec. 2(i) of CB Circular No. 158) ____________ %
7. EFFECTIVE INTEREST RATE (Interest and Other Charges) ____________ % p.a.
Explanation: The effective interest rate is higher than the contractual interest
rate of ________% because of some deductions in items 2 and 3 above.
8. SCHEDULE OF PAYMENT
a. Single Payment due on ______________________ P _________________
(Date)
b. Total Installment Payment ……………………………………………………… P _________________
Payable in _______________ months/quarters/semesters/years at ……… P _________________ each installment
(No. of Payments)
9. COLLATERAL
This Loan is:
✔
Unsecured; Partly Secured By: Fully Secured By:
Real Estate Chattels Deposit
Government Securities Shares of Stock Others: _______________________
10. ADDITIONAL CHARGES IN CASE CERTAIN STIPULATIONS ARE NOT MET BY THE BORROWER
Past Due Penalty : 24% p.a. of principal, interest or any other amount due from due date
Attorney’s Services : 20% of sum but not less than P10,000.00
Liquidated Damages : 10% of sum but not less than P10,000.00
Others : __________________________________
CERTIFIED CORRECT:
UNION BANK OF THE PHILIPPINES
By:

______________________________________________________
(Signature of Bank Officer Over Printed Name / Position)
……………………………………………………………………………………………………………………………………………………………………………………………
I ACKNOWLEDGE RECEIPT OF A COPY OF THIS STATEMENT PRIOR TO THE CONSUMMATION OF THE CREDIT TRANSACTION AND THAT I
UNDERSTAND AND FULLY AGREE TO THE TERMS AND CONDITIONS HEREOF.
DATE: ________________________

JOHNNY ONG-President JOCELYN F. CALALANG - Corporate Secretary EUNETTE U. ONG-Vice President

Borrower / Duly Authorized for the Purpose Borrower / Duly Authorized for the Purpose Marital Consent
(Signature Over Printed Name / Position) (Signature Over Printed Name / Position) (Signature Over Printed Name)

TMP-LG-72-18