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Exhibit 4.2 Execution Copy  
 HANAROTELECOM INCORPORATED and DEUTSCHE BANK TRUST COMPANY AMERICAS as Trustee  
 Indenture Dated as of February 1, 2005  
 US$500,000,000 7% Notes due 2012




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Table of Contents PageARTICLE 1DefinitionsSection 1.01. Certain Terms Defined
    
    
    1Section 1.02. Other Definitions
    
    
    11ARTICLE 2Issue, Execution, Form And Registration Of SecuritiesSection 2.01. Authentication and Delivery of Securities
    
    
    12Section 2.02. Execution of Securities
    
    
    12Section 2.03. Certificate of Authentication
    
    
    12Section 2.04. Form, Denomination and Date of Securities; Payments of
Interest
    
    
    13Section 2.05. Restrictive Legends
    
    
    14Section 2.06.
Registration Transfer and Exchange
    
    
    16Section 2.07. Book-Entry Provisions for Global Securities
    
    
    17Section 2.08. Special Transfer Provisions
    
    
    19Section 2.09. Mutilated, Defaced, Destroyed, Lost and Stolen Securities
    
    
    21Section 2.10. Cancellation of Securities; Destruction Thereof
    
    
    22Section 2.11.Payment of Interest; Interest Rights Preserved
    
    
    23Section 2.12. Temporary Securities
    
    
    24Section 2.13.Calculation of Interest
    
    
    24Section 2.14. Further Issuances
    
    
    25ARTICLE 3Covenants Of The Company And The TrusteeSection 3.01.
Payment of Principal and Interest
    
    
    25Section 3.02. Offices for Payments, Etc
    
    
    26Section 3.03. Appointment to Fill a Vacancy in Office of Trustee
    
    
    26Section 3.04. Paying Agents
    
    
    26Section 3.05. Additional Amounts
    
    
    27Section 3.06. Certificate to Trustee
    
    
    29Section 3.07. Securityholders  Lists
    
    
    29Section 3.08. Reports by the Company and Provision of Information
    
    
    29Section 3.09. [Intentionally Left Blank]
    
    
    31Section 3.10. Limitation on Liens
    
    
    31Section 3.11. Limitation Upon Sale And Leaseback Transactions
    
    
    32




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PageSection 3.12. Change Of Control Offer
    
    
    32Section 3.13. Accounting Records And Financial Statements
    
    
    33ARTICLE 4Remedies of the Trustee and Securityholders on Event of DefaultSection 4.01. Event Of Default Defined, Acceleration Of Maturity, Waiver
Of Default
    
    
    34Section 4.02. Collection Of Indebtedness By Trustee; Trustee May Prove
Debt
    
    
    36Section 4.03. Application Of Proceeds
    
    
    39Section 4.04. Suits for Enforcement
    
    
    39Section 4.05. Restoration of Rights on Abandonment of Proceedings
    
    
    40Section 4.06. Limitations on Suits by Securityholders
    
    
    40Section 4.07. Rights and Remedies Cumulative; Delay or Omission Not
Waiver of Default
    
    
    40Section 4.08. Control by Securityholders
    
    
    41Section 4.09. Waiver of Past Defaults
    
    
    41Section 4.10. Unconditional Right of Securityholders to Institute Certain
Actions
    
    
    42Section 4.11. Waiver of Stay or Extension Laws
    
    
    42ARTICLE 5Concerning the TrusteeSection 5.01. Duties and Responsibilities of the Trustee; During Default;
Prior to Default
    
    
    42Section 5.02. Certain Rights of the Trustee
    
    
    44Section 5.03. Trustee Not Responsible for Recitals, Disposition of
Securities
or Application of Proceeds Thereof
    
    
    46Section 5.04. Trustee and Agents May Hold Securities
    
    
    46Section 5.05. Moneys Held by Trustee
    
    
    46Section 5.06. Compensation and Indemnification of Trustee and Its Prior
Claim
    
    
    46Section 5.07. Right of Trustee to Rely on Officers Certificate, etc
    
    
    47Section 5.08. Persons Eligible for Appointment as Trustee
    
    
    47Section 5.09. Resignation and Removal; Appointment of Successor Trustee
    
    
    47Section 5.10. Acceptance of Appointment by Successor Trustee
    
    
    49Section 5.11. Merger, Conversion, Consolidation or Succession to Business
of Trustee
    
    
    49Section 5.12. Paying and Transfer Agent and Security Registrar Liability
    
    
    50ARTICLE 6Concerning the SecurityholdersSection 6.01. Evidence of Action Taken by Securityholders
    
    
    50
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PageSection 6.02. Proof of Execution of Instruments and of Holding of
Securities; Record Date
    
    
    50Section 6.03. Holders to Be Treated as Owners
    
    
    51Section 6.04. Securities Owned by Company Deemed Not Outstanding
    
    
    51Section 6.05. Right of Revocation of Action Taken
    
    
    51ARTICLE 7Supplemental IndenturesSection 7.01. Supplemental Indentures without Consent of Securityholders
    
    
    52Section 7.02. Supplemental Indentures with Consent of Securityholders
    
    
    53Section 7.03. Effect of Supplemental Indenture
    
    
    54Section 7.04. Documents to Be Given to Trustee
    
    
    54Section 7.05. Notation on Securities in Respect of Supplemental
Indentures
    
    
    55Section 7.06. Conformity with Trust Indenture Act
    
    
    55ARTICLE 8Consolidation, Merger, Sale or ConveyanceSection 8.01. Covenant Not to Merge, Consolidate, Sell or Convey Property
Except Under Certain Conditions
    
    
    55Section 8.02. Successor Corporation Substituted
    
    
    56ARTICLE 9DefeasanceSection 9.01. Defeasance Upon Deposit Of Monies Or Government
Obligations
    
    
    56Section 9.02. Application By Trustee Of Funds Deposited For Payment Of
Securities
    
    
    58Section 9.03. Repayment Of Monies Held By Trustee
    
    
    58Section 9.04. Return Of Unclaimed Monies Held By Trustee And Paying
Agent
    
    
    58ARTICLE 10Redemption of SecuritiesSection 10.01. Optional Redemption Due To Changes In Tax Treatment
    
    
    59Section 10.02. Notice Of Optional Redemption
    
    
    59Section 10.03. Payment of Securities Called for Redemption
    
    
    60ARTICLE 11Miscellaneous ProvisionsSection 11.01. Limitation of Individual Liability
    
    
    61Section 11.02. Benefits of Indenture
    
    
    61Section 11.03. Successors and Assigns
    
    
    61
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PageSection 11.04. Notices and Demands on Company, Trustee and
Securityholders
    
    
    62Section 11.05. Officers Certificates and Opinions of Counsel; Statements to
be Contained Therein
    
    
    62Section 11.06. Payments Due on Saturdays, Sundays and Holidays
    
    
    64Section 11.07. Judgments
    
    
    64Section 11.08. No Security Interest Created
    
    
    65Section 11.09. Conflict of Any Provision of Indenture with Trust Indenture
Act
    
    
    65Section 11.10. Governing Law; Judicial Assistance
    
    
    65Section 11.11. Counterparts
    
    
    65Section 11.12. Effect of Headings
    
    
    66Section 11.13. Separability Clause
    
    
    66Section 11.14. Submission to Jurisdiction; Waiver of Immunity
    
    
    66Section 11.15. Other Businesses by Trustee
    
    
    66ARTICLE 12Other Agreements Of The CompanySection 12.01. Payment Of Stamp Taxes And Other Duties
    
    
    66Section 12.02. Provision Of Securities
    
    
    67ARTICLE 13Securityholders MeetingSection 13.01. Securityholders Meeting
    
    
    67ARTICLE 14Purchase Of SecuritiesSection 14.01. Purchase Of Securities
    
    
    69Exhibit A Form of Face of Security and Reverse of SecurityExhibit B Form Of Certificate To Be Delivered In Connection With Certain
Transfers To QIBsExhibit C Form Of Certificate To Be Delivered In
Connection With
Transfers Pursuant To Regulation S
 iv




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INDENTURE, dated as of February 1, 2005 between hanarotelecom incorporated (the
Company),a corporation organized under the laws of the Republic of Korea (the Republic),
and Deutsche Bank Trust Company Americas, a New York banking corporation, as Trustee (the
Trustee). W I T N E S S E T H: WHEREAS, the Company has duly authorized the initial issuance of its 7% Notes due 2012 (the
Securities)and, to provide, among other things, for the authentication, delivery and
administration thereof, the Company has duly authorized the execution and delivery of this
Indenture; WHEREAS, the Company has authorized the issuance and initial sale outside of the
Republic of Korea of the Securities pursuant to a Purchase Agreement dated January 25, 2005
between the Company and the Initial Purchasers named therein; and WHEREAS, all things necessary to make the Securities, when executed by the Company and
authenticated and delivered by the Trustee as in this Indenture provided, the valid, binding and
legal obligations of the Company, and to constitute these presents a valid indenture and agreement
according to its terms, have been done; NOW, THEREFORE: For and in consideration of the premises and the purchases of the Securities by the Holders
(as hereinafter defined) thereof, it is mutually covenanted and agreed for the equal and
proportionate benefit of all Holders (as hereinafter defined) of the Securities, as follows: ARTICLE 1Definitions Section 1.01. Certain Terms Defined.The following terms (except as otherwise expressly
provided or unless the context otherwise clearly requires) for all purposes of this Indenture and
of any indenture supplemental hereto shall have the respective meanings specified in this Article
1. All other terms used in this Indenture which are defined in the Trust Indenture Act or the
definitions of which in the Securities Act are referred to in the Trust Indenture Act (except as
herein otherwise expressly provided or unless the context otherwise clearly requires), shall have
the meanings assigned to such terms in said Trust Indenture Act and in said Securities Act as in
force at the date of this Indenture. All accounting terms used herein and not expressly defined
shall have the meanings given to them in accordance with Korean generally accepted accounting
principles, and the term




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Korean GAAPshall mean such accounting principles which are generally accepted in the Republic at
the date or time of any computation. The words herein, hereof and hereunderand other words of
similar import refer to this Indenture as a whole and not to any particular Article, Section or
other subdivision. The terms defined in this Article 1 include the plural as well as the singular. Affiliateof any specified Person means any other Person directly or indirectly controlling
or controlled by or under direct or indirect common control with such specified Person. For the
purposes of this definition, controlwhen used with respect to any specified Person means the
power to direct the management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the
terms controlling and
controlledhave meanings correlative to the foregoing. Agent Officemeans the office at which the Paying and Transfer Agent and Security Registrar
principally administer their roles as paying agent, transfer agent and security registrar,
initially located at 60 Wall Street, 27th Floor, New York, New York, 10005, United
States. Attributable Debtmeans, with respect to any Sale/Leaseback Transaction, the lesser of (x)
the fair market value of the property or other assets subject to such transaction and (y) the
present value (discounted at a rate per annum equal to the discount rate of a capital lease
obligation with a like term in accordance with Korean GAAP) of the obligations of the lessee for
net rental payments (excluding amounts on account of maintenance and repairs, insurance, taxes,
assessments, water rates and similar charges and contingent rents) during the term of the lease. Authorized Officermeans, with respect to the Company, any director or officer who is
authorized to represent the Company. Board of Directorsmeans the Board of Directors of the Company. Business Daymeans any day that is not a Saturday, a Sunday or a legal holiday in either New
York City or Seoul or a day on which banking institutions or trust companies in either New York
City or Seoul, are authorized or obligated to close. Capital Stockmeans: 2




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(i) in the case of a corporation, capital stock; (ii) in the case of an association or business entity, any and all shares,
interests, participations, options, warrants, rights or other equivalents (however
designated) of corporate stock; (iii) in the case of a partnership or limited liability company,
partnership or membership interests (whether general or limited); and (iv) any other interest or participation that confers on a Person the right to receive a
share of the profits and losses of, or distributions of assets of, the issuing Person. Change of Controlmeans the occurrence of any of the following events: (1) the consummation of any transaction the result of which is that any
person or group (as such terms are used for purposes of Section 13(d) and
14(d) of the Exchange Act), other than AIF II NT, Ltd., AIG Asian Opportunity Fund NT, Ltd.,
Newbridge Asia HT, L.P., TVG Ltd. or any other company or partnership that is directly or
indirectly controlled by American International Group, Inc., Newbridge Capital, Inc or TVG Ltd. (or
any of their respective Affiliates), is or becomes the beneficial owner (as such term is used
in Rule 13d-3 under the Exchange Act), directly or indirectly, of more than 45% of the Voting Stock
of the Company; or (2) the approval by the shareholders of the Company of a plan of liquidation
or dissolution of the Company. Change of Control Offerhas the meaning set forth in Section 3.12. Change of Control Triggering Eventmeans the occurrence, after the earlier of (i) the
cancellation of all facilities and commitments under the Senior Secured Credit Facility and (ii)
November 13, 2008, of both a Change of Control and the Rating Agency Condition. Clearstream,
Luxembourgmeans Clearstream Banking, société anonyme (or any successor
securities clearing agency). Closing Datemeans February 1, 2005. Commissionmeans the U.S. Securities and Exchange Commission, as from time to time
constituted under the Exchange Act, or if at any time after the execution of this instrument such
Commission is not existing and performing the duties now assigned to it under the Trust Indenture
Act, then the body performing such duties on such date. 3




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Companymeans the Person named as the Company in the first paragraph of this
instrument until a successor corporation shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter Company shall mean such successor corporation. Company Ordermeans a written order signed in the name of an Authorized Officer, and
delivered to the Trustee. Corporate Trust Officemeans the principal corporate trust office of the Trustee in New York
at which at any particular time its corporate trust business shall be administered, which office at
the date of execution of this instrument is located at 60 Wall Street, 27th Floor, New
York, New York, 10005, United States, Attention: Trust and Securities Services. The term corporationincludes corporations, associations, limited liability companies
and business trusts. Depositarymeans DTC, its nominees and their respective successors. Designated Rating Agencymeans S&P or Moodys, as the case may be. Dollaror US$ means such currency of the United States as at the time of payment is legal
tender for the payment of public and private debts. DTC means The Depository Trust Company, a New York corporation. Euroclearmeans Euroclear Bank S.A./N.V., as operator of the Euroclear system (or any
successor securities clearing agency). Exchange Actmeans the U.S. Securities Exchange Act of 1934, as amended. External Indebtednessmeans any obligation for the payment or repayment of money borrowed
(including any guarantees thereof) which is denominated in a currency other than the currency of
the Republic and which has a final maturity of one year or more from its date of incurrence or
issuance. Holder
or Securityholdermeans the Person in whose name a Security is registered in
the Security Register. Indenturemeans this instrument as originally executed and delivered or, if amended or
supplemented as herein provided, as so amended or supplemented. The term interest,when used with respect to a Security, includes installments of interest
payable as provided in the Securities and any additional amounts payable on a Security pursuant to
Section 3.05. 4




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Interest Payment Datemeans the Stated Maturity of an installment of interest on the
Securities, and to the extent that any payment on the Securities is not made when due, each
succeeding February 1 or August 1 (or such earlier date established by the Company for the making
of such overdue payment) until such overdue payment is made. Interest Payment Periodwith respect to any Interest Payment Date means the period beginning
on the immediately preceding Interest Payment Date (or, if there is no such immediately preceding
Interest Payment Date, February 1) and ending on the date prior to the relevant Interest Payment
Date, inclusive. Long-term Debtmeans any note, bond, debenture or other similar evidence of indebtedness for
money borrowed having a maturity of more than one year from the date such indebtedness was incurred
or having a maturity of one year or less but by its terms being renewable or extendible, at the
option of the borrower, beyond one year from the date such evidence of indebtedness was incurred. Merger Transactionmeans any transaction as to which Section 8.01 of this Indenture applies. Maturitywhen used with respect to any Security means the date on which the principal of
such Security becomes due and payable as therein or herein provided, whether at the Stated Maturity
or by declaration of acceleration, call for redemption, repayment or repurchase at the option of
the Holder thereof or otherwise. Moodysmeans Moodys Investors Service, Inc. and its Affiliates or their successors. Net Tangible Assetsmeans the total amount of assets of the Company and its consolidated
Subsidiaries, including investments in unconsolidated Subsidiaries, after deducting therefrom (a)
all current liabilities (excluding any current liabilities constituting Long-term Debt by reason of
their being renewable or extendible), (b) all goodwill, trade names, trademarks, patents,
unamortized debt discount and expense and other like intangible assets, and (c) all write-ups of
fixed assets, net of accumulated depreciation thereon, after December 31, 2004, other than as
permitted by the laws of the Republic applicable to the Company, all as set forth on the most
recent balance sheet of the Company and its consolidated Subsidiaries and computed in accordance
with Korean GAAP. Offer to Redeemmeans a written offer (the Offer)sent by the Company by first class mail,
postage prepaid, to the Trustee, the Paying Agent and each Holder at its last address appearing in
the Security Register to Redeem all outstanding Securities at the redemption price (the Redemption
Price)specified by the provisions of this Indenture. Unless otherwise required by applicable law,
the expiration date (the Expiration Date)of the Offer to 5




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Redeem shall be the 20th Business Day after the date such Offer is mailed at which time the Company
is required to accept for payment all Securities or portions thereof properly tendered pursuant to
the Offer and the settlement date (the Redemption
Date) for the payment of such Redemption Price
shall be required to be within three Business Days after the Expiration Date. The Offer is required
to contain or incorporate by reference information concerning the business of the Company and its
Subsidiaries which the Company in good faith believes will assist such Holders to make an informed
decision with respect to the Offer to Redeem, including a brief description of the events requiring
the Company to make the Offer to Redeem, and any other information required by applicable law to be
included therein. The Offer is required to contain all instructions and materials necessary to
enable such Holders to tender the Securities pursuant to the Offer to Redeem. The Offer also is
required to state: (1) the covenant of this Indenture pursuant to which the Offer to Redeem
is being made; (2) the Redemption Price, the Expiration Date and the Redemption Date; (3) the aggregate principal amount of the outstanding Securities offered to
be redeemed by the Company pursuant to the Offer to Redeem (the Redemption
Amount); (4) that the Holder may tender all or any portion of the Securities
registered in the name of such Holder and that any portion of a Security tendered
must be tendered in a minimum principal amount of US$50,000 or integral
multiples of US$1,000 in excess thereof; (5) the place or places where Securities are to be surrendered for tender
pursuant to the Offer to Redeem; (6) that interest on any Security not tendered or tendered but not redeemed
by the Company pursuant to the Offer to Redeem will continue to accrue; (7) that on the Redemption Date, the Redemption Price will become due
and payable for each Security being accepted for payment pursuant to the Offer to
Redeem and that, if the Redemption Price is paid or duly provided for in
accordance with this Indenture, interest thereon shall cease to accrue on and after
the Redemption Date; (8) that each Holder electing to tender a Security pursuant to the Offer to
Redeem will be required to surrender such Security at the place or places
specified in the Offer prior to the close of business on the Expiration Date (such
Security being, if the Company or the Trustee so requires, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by, the Holder thereof or his attorney
duly authorized in writing); 6




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(9) that Holders will be entitled to withdraw all or any portion of
Securities tendered if the Company (or the Trustee) receives, not later than the
close of the third Business Day immediately preceding the Expiration Date, a
facsimile transmission or letter setting forth the name of the Holder, the principal
amount of the Security the Holder tendered, the certificate number of the Security
the Holder tendered and a statement that such Holder is withdrawing all or a
portion of its tender; (10) that if Securities in an aggregate principal amount less than or equal
to the Redemption Amount are duly tendered and not withdrawn pursuant to the
Offer to Redeem, the Company will redeem all such Securities (with such
adjustments as may be deemed appropriate so that only Securities in minimum
denominations of US$50,000 or integral multiples of US$1,000 in excess thereof
shall be redeemed); and (11) that in the case of any Holder whose Security is redeemed only in
part, the Company shall execute, and the Trustee shall authenticate and deliver to
the Holder of such Security without a service charge, a new Security or Securities
of any authorized denomination as requested by such Holder, in an aggregate
principal amount equal to and in exchange for the unredeemed portion of the
principal amount of the Securities so tendered. Officers Certificatemeans a certificate signed by an Authorized Officer and delivered to
the Trustee. Each such certificate shall comply with Section 314 of the Trust Indenture Act, and
include the statements provided for in Section 11.05, except where specifically stated to the
contrary. Opinion of Counselmeans an opinion in writing signed by legal counsel who may be an
employee of or counsel to the Company or who may be other counsel satisfactory to the Trustee. Each
such opinion shall comply with Section 314 of the Trust Indenture Act, and include the statements
provided for in Section 11.05, if and to the extent required hereby, except where specifically
stated to the contrary. Outstanding, when used with respect to the Securities means, as of the date of
determination, all Securities authenticated and delivered by the Trustee under this Indenture,
except: (a) Securities theretofore cancelled by the Trustee or delivered
to the Trustee for cancellation; (b) Securities or portions thereof for which payment or
redemption money in the necessary amount has been theretofore deposited
in trust with the Trustee or any paying agent (other than the Company) in
trust or set aside and segregated in trust by the Company (if the Company
shall act as its own paying agent) for the Holders of such Securities;
provided, however,that if such Securities or portions thereof are to be 7




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redeemed, notice of such redemption has been duly given pursuant to this Indenture,
or provision therefor satisfactory to the Trustee has been made; and (c) Securities that have been paid pursuant to Section 3.01 or in exchange for
or in lieu of which other Securities have been authenticated and delivered pursuant to
this Indenture other than any such Securities in respect of which there shall have been
presented to the Trustee proof satisfactory to it that such Securities are held by a bona
fide purchaser in whose hands such Securities are valid obligations of the Company; provided, however,that in determining whether the Holders of the requisite principal amount of
Securities Outstanding have taken any action hereunder, Securities owned by the Company or any
Affiliate of the Company shall be disregarded and deemed not to be Outstanding, except that, in
determining whether the Trustee shall be protected in relying upon any such action only Securities
as to which the Trustee has received written notice are so owned shall be so disregarded.
Securities so owned that have been pledged in good faith may be regarded as Outstanding if the
pledgee establishes to the satisfaction of the Trustee the pledgees right to act with respect to
such Securities and that the pledgee is not the Company or any Affiliate of the Company. Paying
and Transfer Agent,  Paying Agent or
Transfer Agent
means the paying agent and transfer agent, as applicable, with respect to the Securities
appointed under this Indenture, including the Principal Paying and Transfer Agent. Person or personmeans any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or government or any agency or
political subdivision thereof. The
term premium, when used with respect to a Security, means any amounts payable with
respect to the principal of such Security which are in addition to the principal amount thereof. Principal Paying and Transfer Agenthas the meaning set forth in Section 3.04. Qualified Institutional Buyeror QIBmeans a qualified institutional buyer within the
meaning of Rule 144A under the Securities Act. Rating Agency Conditionmeans a reduction, occurring primarily as a result of a Change of
Control or Merger Transaction, in the rating (including + and
  for S&P; 1, 2 and
3 for Moody s) with respect to the Securities by any Designated Rating Agency as of a date not
later than 45 days after the effective date of any such Change of Control or Merger Transaction,
below the rating with respect to the Securities by any such Designated Rating Agency on the 8




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date of initial issuance of the Securities; provided, however,that no Rating Agency Condition
will be deemed to have occurred if the Company obtains, prior to the 45th day after the effective
date of the Change of Control or Merger Transaction, as applicable, notification by each Designated
Rating Agency then providing a rating with respect to the Securities that the Change of Control or
Merger Transaction, as applicable, will not result in such Designated Rating Agency reducing its
rating with respect to the Securities to a level below its rating with respect to the Securities on
the date of the initial issuance of the Security. Redemption Datemeans the date fixed for redemption or repayment at maturity, as the case
may be, of any Security pursuant to this Indenture. Regular Record Datefor the interest payable on the Securities on any Interest Payment Date
means January 15 or July 15 (whether or not a Business Day), as the case may be, immediately
preceding such Interest Payment Date. Regulation S means Regulation S under the Securities Act. Republicmeans
the Republic of Korea. Responsible Officerwhen used with respect to the Trustee means any officer within the Trust
and Services Department (or any successor group or department) of the Trustee including, without
limitation, any Managing Director, any Director, any Vice President (whether or not designated by
numbers or words added before or after the title Vice President), any Assistant Secretary, any
Assistant Treasurer, or any other officer or assistant officer of the Trustee customarily
performing functions similar to those performed by the above-designated officers, and also means,
with respect to a particular corporate trust matter, any other officer to whom any corporate trust
matter is referred because of such officers knowledge of and familiarity with the particular
subject. Restricted Propertymeans (a) any lines, exchanges, switching equipment, transmission
equipment (including satellites), fiber optic cables, microwave equipment and related facilities,
whether owned at the date of this Indenture or thereafter acquired, used in connection with the
provision of telecommunications and related value-added services, including any land, buildings,
structures and other equipment or fixtures that constitute any such facility, other than any such
facility, or portion thereof, reasonably determined by the Board of Directors not to be of material
importance to the total business conducted by the Company and its Subsidiaries as a whole, and (b)
any share of common stock or participating preferred stock of a Restricted Subsidiary. Restricted Subsidiarymeans any Subsidiary that owns Restricted Property. Rule 144Ameans Rule 144A under the Securities Act. 9




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S&Pmeans Standard & Poors Ratings Services, a division of the McGraw-Hill Companies,
Inc., and its Affiliates or their successors. Sale/Leaseback Transactionmeans any arrangement with any person which provides for the
leasing by the Company or any Restricted Subsidiary, for an initial term of three years or more, of
any Restricted Property, whether now owned or hereafter acquired, which is to be sold or
transferred by the Company or any Restricted Subsidiary after the date of this Indenture to such
person for a sale price of US$1,000,000 (or the equivalent thereof) or more where the rental
payments are denominated in a currency other than the currency of the Republic. Senior Secured Credit Facilitymeans the senior secured credit facility agreement between
the Company and the various financial institutions named therein as amended and restated on
December 6, 2004 (as may be amended from time to time). Securitieshas the meaning stated in the first recital of this Indenture and more
particularly means any Securities authenticated and delivered under this Indenture. Securities Actmeans the U.S. Securities Act of 1933, as amended. Security Interestmeans any mortgage, pledge, lien, fixed or floating charge or other
encumbrance. Special Record Datefor the payment of any Defaulted Interest means a date fixed by the
Company pursuant to Section 2.11(c). Stated Maturitywhen used with respect to the Securities or any installment of interest
thereon means the date specified in this Indenture and the Securities as the date on which the
principal of (and premium, if any, on) the Securities or such installment of interest is due and
payable. Subsidiarymeans any corporation or other entity of which securities or other ownership
interests having ordinary voting power to elect a majority of the board of directors or other
Persons performing similar functions are at the time directly or indirectly owned by the Company. Trust Indenture Actmeans the U.S. Trust Indenture Act of 1939, as it may be amended from to
time. Trusteemeans the Person named as the Trustee in the first paragraph of this Indenture
until a successor trustee shall have become such pursuant to the applicable provisions of this
Indenture, and thereafter Trusteeshall mean the Person who is then the Trustee hereunder. U.S. Government Obligationsmeans securities which are (i) direct obligations of the United
States government or are (ii) direct obligations of a 10




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person controlled or supervised by and acting as an agency or instrumentality of the United States
government, the payment of which is unconditionally guaranteed by the United States government,
which, in either case, are full faith and credit obligations of the United States government
payable in United States Dollars and are not callable or redeemable at the option of the issuer
thereof, and shall also include a depositary receipt issued by a bank or trust company as custodian
with respect to any such U.S. Government Obligation or a specific payment of interest on or
principal of any such U.S. Government Obligation held by such custodian for the account of the
holder of a depositary receipt; providedthat (except as required by law) such custodian is not
authorized to make any deduction from the amount payable to the holder of such depositary receipt
from any amount received by the custodian in respect of the U.S. Government Obligation or the
specific payment of interest on or principal of the U.S. Government Obligation evidenced by such
depositary receipt. United Statesmeans the United States of America (including the States and the District of
Columbia), its territories, its possessions and other areas subject to its jurisdiction. Voting Stockmeans, with respect to any Person, Capital Stock of any class or kind
ordinarily having the power to vote for the election of directors, managers or other voting members
of the governing body of such Person. Section 1.02. Other Definitions. Term
    
    
    Defined in SectionAdditional Amounts
    
    
    
    3.05Agent Members
    
    
    
    2.07
    (a)Certificated Securities
    
    
    
    2.07
    (b)default
    
    
    
    5.01Defaulted Interest
    
    
    
    2.11
    (c)DTC Procedures
    
    
    
    2.08
(a)(iii)Event of Default
    
    
    
    4.01Exchange Act Filings
    
    
    
    3.08
    (a)Global Legend
    
    
    
    2.05
    (b)Global Securities
    
    
    
    2.04incorporated provision
    
    
    
    11.09independent
    
    
    
    11.05Korean Tax
    
    
    
    3.05Notice of Default
    
    
    
    4.01Regulation S Global Securities
    
    
    
    2.04relevant date
    
    
    
    3.05
    (c)Rule 144A Global Securities
    
    
    
    2.04Rule 144A Information
    
    
    
    3.08
    (c)Securities Act Legend
    
    
    
    2.05
    (a)
 11




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Term
    
    
    Defined in SectionSecurity Register
    
    
    
    2.06Security Registrar
    
    
    
    2.06Singapore Stock Exchange
    
    
    
    2.07
    (b)
 ARTICLE 2Issue, Execution, Form And
Registration Of Securities Section 2.01. Authentication and Delivery of Securities.Upon the execution and delivery of
this Indenture, Securities in an initial aggregate principal amount not in excess of US$500,000,000
(subject to increase in the manner provided in Section 2.14) may be executed by the Company and
delivered to the Trustee together with a Company Order for authentication and delivery of the
Securities, and the Trustee shall thereupon authenticate and deliver said Securities to the Company
or upon a Company Order, without any further action by the Company. Section 2.02. Execution of Securities.The Securities shall be sealed on behalf of the
Company. Such seal shall be the official corporate seal of the Company, accompanied by a written,
printed or stamped name of the President of the Company. Such seal and the accompanying written,
printed or stamped name may be in facsimile form. Typographical and other minor errors or defects
in any such reproduction of any such signature shall not affect the validity or enforceability of
any Security which has been duly authenticated and delivered by the Trustee. In case the President of the Company whose name was written, printed or stamped on any of the
Securities shall cease to be such officer before the Security so signed is authenticated and
delivered by the Trustee or disposed of by the Company, such Security nevertheless may be
authenticated and delivered or disposed of as though the Person who signed such Security had not
ceased to be such officer of the Company; and any Security may be signed on behalf of the Company
by such Person as, at the actual date of the execution of such Security, shall be the President of
the Company, although at the date of the execution and delivery of this Indenture any such Person
was not such officer. Section 2.03. Certificate of Authentication.Only such Securities as shall bear thereon a
certificate of authentication substantially in the form set forth in Exhibit A hereto, executed by
the Trustee by manual signature of one of its authorized signatories, shall be entitled to the
benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the
Trustee upon any Security executed by the Company shall be conclusive evidence that such Security
has been duly authenticated and delivered hereunder and that the Holder thereof is entitled to the
benefits of this Indenture. 12




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Section 2.04. Form, Denomination and Date of Securities; Payments of Interest.Each
Security and the Trustees certificate of authentication thereof shall be substantially in the form
set forth in Exhibit A hereto. The Securities shall be denominated in principal amounts of
US$50,000 and in integral multiples of US$1,000 in excess thereof and shall be in registered form,
without coupons. The Securities shall be numbered, lettered, or otherwise distinguished in such
manner or in accordance with such method as the officer of the Company executing the same may
determine as evidenced by such officers execution of such Securities. Any of the Securities may be issued with appropriate insertions, omissions, substitutions and
variations, and may have imprinted or otherwise reproduced thereon such legend or legends, not
inconsistent with the provisions of this Indenture, as may be required to comply with any law or
with any rules or regulations pursuant thereto, including those required by Section 2.05, or with
the rules of any securities market in which the Securities are admitted to trading, or to conform
to general usage. Each Security shall be dated the date of its authentication, shall bear interest from the
applicable date and shall be payable on the dates specified on the face of the form set forth in
Exhibit A hereto. Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of
one or more permanent global Securities (the Rule 144A Global Securities), registered in the name
of the Depositary or its nominee, substantially in the form of Exhibit A hereto and bearing the
Securities Act Legend and the Global Legend, deposited with the Trustee, as custodian for the
Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as herein
provided. Securities offered and sold in offshore transactions in reliance on Regulation S shall be
issued in the form of one or more global Securities, registered in the name of the Depositary or
its nominee, substantially in the form of Exhibit A hereto and bearing the Global Legend (the
Regulation S Global Securities), deposited with the Trustee, as custodian for the Depositary or
its nominee, duly executed by the Company and authenticated by the Trustee as herein provided. Rule 144A Global Securities and Regulation S Global Securities are sometimes referred to
herein as the Global Securities. The aggregate principal amount of Global Securities may from
time to time be increased or decreased by adjustments made on the records of the Trustee, as
custodian for the Depositary or its nominee, as hereinafter provided. The Person in whose name any Security is registered at the close of business on any Regular
Record Date with respect to any Interest Payment Date shall be entitled to receive the interest, if
any, payable on such Interest Payment Date notwithstanding any registration of any transfer or
exchange of such 13




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Security subsequent to the Regular Record Date and prior to such Interest Payment Date, except if
and to the extent the Company shall default in the payment of the interest due on such Interest
Payment Date, in which case such Defaulted Interest, plus any additional amounts, plus (to the
extent lawful) any interest payable on such Defaulted Interest and any additional amounts, shall be
paid to the Persons in whose names outstanding Securities are registered at the close of business
on a Special Record Date established by the Company in accordance with Section 2.11(c). Section 2.05. Restrictive Legends,(a) Each Rule 144A Global Security shall bear the following
legend (the Securities Act Legend) on the face thereof until the provisions of Section 2.08 (c)
relating to the removal of such legend are complied with: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES
ACT OF 1933, AS AMENDED (THE SECURITIES ACT). THE HOLDER
HEREOF, BY PURCHASING THIS SECURITY, AGREES FOR THE BENEFIT OF
HANAROTELECOM INCORPORATED (THE COMPANY) THAT THIS SECURITY
MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY
(A) (i) TO THE COMPANY, (ii) TO A PERSON WHOM THE SELLER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, AS
DEFINED IN RULE 144A UNDER THE SECURITIES ACT, IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT,
(iii) TO A PERSON IN AN OFFSHORE TRANSACTION MEETING THE
REQUIREMENTS OF RULE 903 OR 904 OF REGULATION S UNDER THE
SECURITIES ACT, (iv) PURSUANT TO AN EXEMPTION FROM REGISTRATION
UNDER THE SECURITIES ACT PROVIDED BY RULE 144 UNDER THE
SECURITIES ACT (IF AVAILABLE) OR (v) PURSUANT TO ANOTHER
EXEMPTION FROM THE SECURITIES ACT, PROVIDED THAT, AS A CONDITION
TO THE REGISTRATION OF THE TRANSFER THEREOF, THE COMPANY OR THE
TRUSTEE MAY REQUIRE THE DELIVERY OF ANY DOCUMENTS, INCLUDING AN
OPINION OF COUNSEL THAT IT, IN ITS SOLE DISCRETION, MAY DEEM 14




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NECESSARY OR APPROPRIATE TO EVIDENCE COMPLIANCE WITH SUCH EXEMPTION, OR
(B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT, AND, IN EACH OF SUCH CASES IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. (b) Each Global Security shall also bear the following legend (the Global Legend) on the
face thereof: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET,
NEW YORK, NEW YORK) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN. THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF
A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE
EXCHANGEABLE IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO
TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN
THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE. 15




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Section 2.06. Registration, Transfer and Exchange.The Securities are issuable only in
registered form. The Company will keep at the office or agency to be maintained for the purpose as
provided in Section 3.02 (the Security Registrar),a register (the Security Register)in which,
subject to such reasonable regulations as it may prescribe, it will register, and will register the
transfer of, Securities as provided in this Article 2. Such Security Register shall be in written
form in the English language or in any other form capable of being converted into such form within
a reasonable time. At all reasonable times such Security Register shall be open for inspection by
the Trustee. Upon due presentation for registration of transfer of any Security and compliance with the
transfer provisions of this Indenture, the Company shall execute and the Trustee shall authenticate
and deliver in the name of the transferee or transferees a new Security or Securities in authorized
denominations for a like aggregate principal amount. A Holder may register the transfer of a Security only by written application to the Security
Registrar stating the name of the proposed transferee and otherwise complying with the terms of
this Indenture. No such registration of transfer shall be effected until, and such transferee shall
succeed to the rights of a Holder only upon, final acceptance and registration of the transfer by
the Security Registrar in the Security Register. Prior to the registration of any transfer by a
Holder as provided herein, the Company, the Trustee and any agent of either of them shall treat the
Person in whose name the Security is registered as the owner thereof for all purposes whether or
not the Security shall be overdue, and neither the Company, the Trustee nor any such agent shall be
affected by notice to the contrary. Furthermore, any Holder of a Global Security shall, by
acceptance of such Global Security, agree that transfers of beneficial interests in such Global
Security may be effected only through a book entry system maintained by the Holder of such Global
Security (or its agent) and that ownership of a beneficial interest in the Security shall be
required to be reflected in a book entry. At the option of the Holder, Securities may be exchanged
for other Securities of any authorized denomination and of a like aggregate principal amount, upon
surrender of the Securities to be exchanged to the Security Registrar. When Securities are
presented to the Security Registrar with a request to register the transfer or to exchange them for
an equal principal amount of Securities of other authorized denominations, the Security Registrar
shall register the transfer or make the exchange as requested if the requirements for such
transactions set forth herein are met. To permit registrations of transfers and exchanges, the
Company shall execute and the Trustee shall authenticate Securities at the Security Registrars
request. Every Security presented or surrendered for registration of transfer or for exchange shall (if
so required by the Company or the Security Registrar) be duly endorsed, or be accompanied by a
written instrument of transfer duly executed, by the Holder thereof or his attorney duly authorized
in writing in a form satisfactory to the Company and the Security Registrar. 16




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The Company may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any exchange or registration of transfer of
Securities (other than any such transfer taxes or other similar governmental charge payable upon
exchanges pursuant to Section 2.12 or 7.05). No service charge to any Holder shall be made for any
such transaction. The Company shall not be required to exchange or register a transfer of (a) any Securities for
a period of 15 days next preceding the first mailing of notice of redemption of Securities to be
redeemed, or (b) any Securities called or being called for redemption. All Securities issued upon any transfer or exchange of Securities shall be valid obligations
of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture,
as the Securities surrendered upon such transfer or exchange. Section 2.07.
Book-Entry Provisions for Global Securities. (a) Each Global Security initially
shall (i) be registered in the name of a nominee of the Depositary, (ii) be delivered to the
Trustee, as custodian for the Depositary or its nominee and (iii) bear legends as set forth in
Section 2.05. Interests in the Regulation S Global Security may be held by any member of, or
participants in, the Depositary, including Euroclear and Clearstream, Luxembourg (collectively, the
Agent Members).Agent Members shall have no rights under this Indenture with respect to any
Global Security held on their behalf by the Depositary, or the Trustee as its custodian, or under
the Global Security, and the Depositary may be treated by the Company, the Trustee and any agent of
either of them as the absolute owner of such Global Security for all purposes whatsoever.
Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent
of either of them, from giving effect to any written certification, proxy or other authorization
furnished by the Depositary or impair, as between the Depositary and its Agent Members, the
operation of customary practices governing the exercise of the rights of a Holder of any Global
Security. (b) Except as provided in Section 2.08, transfers of a Global Security shall be limited
to transfers of such Global Security in whole, but not in part, to the Depositary, its successors
or their respective nominees. Interests of beneficial owners in a Global Security may be
transferred, and transfers increasing or decreasing the aggregate principal amount of Global
Securities may be conducted only in accordance with the rules and procedures of the Depositary and,
to the extent relevant, the provisions of Section 2.08. In addition, physical certificated
Securities (Certificated Securities)in registered form shall be delivered to all beneficial
owners in exchange for the Rule 144A Global Security or Regulation S Global Security, as the case
may be, if (i) the Depositary notifies the Company that it is unwilling or unable to continue as
Depositary for such Rule 144A Global Security or Regulation S Global Security, as the case may be,
and a successor depositary is not appointed by the Company within 90 days of such notice, (ii)
either Euroclear or Clearstream, Luxembourg or a successor clearing system is 17




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closed for business for a continuous period of 14 days (other than by reason of holidays, statutory
or otherwise) or announces an intention permanently to cease business or does in fact do so, or
(iii) an Event of Default has occurred and is continuing. Upon receipt of such notice from DTC,
Euroclear, Clearstream, Luxembourg or the Trustee, as the case may be, the Company will use its
best efforts to make arrangements for the exchange of interests in the relevant Global Security for
Certificated Securities and cause the requested Certificated Securities to be registered in the
name of the beneficial owners, and executed and delivered to the Paying and Transfer Agents in
sufficient quantities for delivery to beneficial owners. A Certificated Security may be transferred in whole or in part (in a principal amount equal to
the minimum authorized denomination or any integral multiple thereof) by surrendering such
Certificated Security to be transferred, together with an executed instrument or assignment of
transfer, at the Agent Office in New York and (so long as the Securities are listed on the
Singapore Exchange Securities Trading Limited (the Singapore
Stock Exchange) and the rules of the
exchange so require) the Paying and Transfer Agent in Singapore. In the case of a permitted
transfer of only part of a Certificated Security, a new Certificated Security in respect of the
balance not transferred will be issued to the transferor. Each new Certificated Security to be
issued upon the transfer of a Certificated Security will, upon the effective receipt of a duly
completed form of transfer by a Paying and Transfer Agent at its respective specified office, be
available for delivery three business days after issuance at such specified office, or at the
request of the Holder requesting such transfer, will be mailed at the risk of the transferee
entitled to the new Certificated Security to such address as may be specified in such duly
completed form of transfer. The transfer of the Certificated Securities will be effected without
charge by or on behalf of the Company or any Paying and Transfer Agent but against such indemnity
as the Company or the Paying and Transfer Agent may require in respect of any tax or other duty of
whatever nature which may be levied or imposed in connection with such transfer. (c) Any beneficial interest in one of the Global Securities that is
transferred to a Person who takes delivery in the form of an interest in the other
Global Security will, upon transfer, cease to be an interest in such Global Security
and become an interest in the other Global Security and, accordingly, will
thereafter be subject to all transfer restrictions, if any, and other procedures
applicable to beneficial interests in such other Global Security for as long as it
remains such an interest. (d) In connection with the transfer of an entire Rule 144A Global
Security or Regulation S Global Security to beneficial owners pursuant to Section
2.07(b), the Rule 144A Global Security or Regulation S Global Security, as the
case may be, shall be deemed to be surrendered to the Trustee for cancellation,
and the Company shall execute, and the Trustee shall authenticate and deliver, to
each beneficial owner identified by the Depositary in exchange for its beneficial 18




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interest in such Rule 144A Global Security or Regulation S Global Security, as the case may be, an
equal aggregate principal amount of Certificated Securities of authorized denominations. (e) Any Certificated Security delivered in exchange for an interest in a
Rule 144A Global Security pursuant to Section 2.07(b) or 2.07(d) shall, except as
otherwise provided by 2.08 (c), bear the Securities Act Legend. (f) The Holder of a Global Security may grant proxies and otherwise
authorize any Person, including Agent Members and Persons that may hold
interests through Agent Members, to take any action which a Holder is entitled to
take under this Indenture or the Securities. (g) As long as the Securities Outstanding are represented by one or
more Global Securities, the Company shall pay or cause to be paid the principal
of and interest and premium (if any) on, such Global Securities to the Holder
thereof or a single nominee of the Holder, or, at the option of the Company, to
such other Persons as the Holder thereof may designate, by wire transfer of
immediately available funds on the date such payments are due; providedthat the
Paying Agent shall have received funds from the Company by 10:00 A.M. New
York time on such payment date. The Trustee and Paying Agent shall have no
obligation to make any payment on the Securities hereunder prior to the
confirmed receipt by it of all funds required to make such payment in its entirety. Section 2.08. Special Transfer Provisions.Unless and until the Securities Act Legend is
removed from a Certificated Security or Global Security pursuant to Section 2.08(c), the following
additional provisions shall apply to the proposed transfer, exchange or replacement of Certificated
Securities or, to the extent relevant to the Trustee, the Security Registrar or the Depositary, any
beneficial interest in a Global Security: (a) Transfers to Qualified Institutional Buyers.The following provisions shall apply
with respect to the registration of any proposed transfer of a Security (or interest in a Global
Security) to a QIB: (i) The Security Registrar shall register the transfer of any Certificated
Security containing the Securities Act Legend if (x) the requested transfer is after the
time period referred to in Rule 144(k) under the Securities Act as in effect with respect
to such transfer as certified by the Company in an Officers Certificate delivered to the
Trustee or (y) such transfer is being made by a proposed transferor who has checked box
(a) provided for on the form of the Security, or has otherwise received from the
transferee a certificate substantially in the form of Exhibit B hereto. (ii) If the Security to be transferred is a Certificated Security containing the
Securities Act Legend and the proposed transferee is an 19




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Agent Member holding such interest on behalf of a QIB, upon receipt by the Security
Registrar of (x) the documents referred to in Section 2.08(a)(i) (if such transfer is
pursuant to clause (y) of Section 2.08(a)(i)) and (y) instructions given in accordance
with the Depositarys and the Security Registrars procedures, the Security Registrar
shall reflect on its books and records the date of such transfer and an increase in the
principal amount of the Rule 144A Global Security in an amount equal to the principal
amount of the Certificated Security to be transferred and the Trustee shall cancel the
Certificated Security so transferred. (iii) Subject to the agreed book-entry procedures of the Depositary to be
entered into between the Company and the Depositary in connection with the initial
issuance of the Securities (as such procedures may be subsequently amended from time to
time, the DTC Procedures),if the proposed interest to be transferred is an interest in
the Rule 144A Global Security, (x) such transfer may be effected only through the
book-entry system maintained by the Depositary in compliance with the applicable
provisions of the Securities Act Legend and (y) the transferee is required to hold such
interest through an Agent Member. (iv) Subject to the DTC Procedures, with respect to any transfers of interests
in the Regulation S Global Securities, the Security Registrar shall reflect on its books
and records, without requiring any additional certification, the date of such transfer and
a decrease in the principal amount of the Regulation S Global Security in an amount equal
to the principal amount of the beneficial interest to be transferred, and shall increase
the principal amount of the Rule 144A Global Security in a like amount. (b) Transfers Pursuant to Regulation S.The following provisions shall apply with respect
to registration of transfers of a Security (or an interest in a Global Security) pursuant to
Regulation S: (i) The Security Registrar shall register the transfer of any Certificated
Security containing the Securities Act Legend or any interest in a Rule 144A Global
Security pursuant to Regulation S upon receipt by the Security Registrar from the
transferor of a certificate substantially in the form of Exhibit C hereto. (ii) If the proposed transferor is an Agent Member holding a beneficial
interest in the Rule 144A Global Security, upon receipt by the Security Registrar of (x)
the documents required by Section 2.08 (b)(i) and (y) instructions in accordance with the
Depositarys and the Security Registrars procedures, the Security Registrar shall reflect
on its books and records the date of such transfer and a decrease in the principal amount
of the Rule 144A Global Security in an amount equal to the principal amount of the
beneficial interest in the Rule 144A Global Security to be 20




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transferred, and shall increase the Regulation S Global Security in a like amount. (iii) If the proposed transferor is a Holder of a Certificated Security and the
proposed transferee is an Agent Member, upon receipt by the Security Registrar of the
documents required by Section 2.08(b)(i) and instructions given in accordance with the
Depositarys and the Security Registrars procedures, the Security Registrar shall reflect
on its books and records the date of such transfer and an increase in the principal amount
of the Regulation S Global Security in an amount equal to the principal amount of the
Certificated Security to be transferred, and the Trustee shall cancel the Certificated
Security so transferred. (c) Securities Act Legend.Upon the registration of transfer, exchange
or replacement of Securities bearing the Securities Act Legend the Security
Registrar shall deliver only Securities that bear the Securities Act Legend unless
the requested transfer, exchange or replacement (i) is after the time period
referred to in Rule 144(k) under the Securities Act as in effect with respect to
such transfer, exchange or replacement as certified by the Company in an
Officers Certificate delivered to the Trustee, (ii) is made under the circumstances
contemplated in Section 2.08(b)(i) or (iii) there is delivered to the Security
Registrar an opinion of counsel reasonably satisfactory to the Company and the
Trustee to the effect that neither such legend nor the related restrictions on
transfer are required in order to maintain compliance with the provisions of the
Securities Act. Upon the registration of transfer, exchange or replacement of
Securities not bearing the Securities Act Legend, the Security Registrar shall
deliver Securities that do not bear the Securities Act Legend. (d) No Duty of Trustee with Respect to Securities Laws.
Notwithstanding anything contained in this Indenture to the contrary, the Trustee
shall have no duty to monitor, or other responsibility with respect to, compliance
with any federal, state or other securities laws. Section 2.09. Mutilated, Defaced, Destroyed, Lost and Stolen Securities.In case any temporary
or definitive Security shall become mutilated, defaced or be apparently destroyed, lost or stolen,
the Company in its discretion may execute, and upon the written request of any officer of the
Company, the Trustee shall authenticate and deliver, a new Security, for an equal principal amount,
bearing a number not contemporaneously outstanding, in exchange and substitution for the mutilated
or defaced Security, or in lieu of and substitution for the Security so apparently destroyed, lost
or stolen; providedthat in the case of a mutilated Security, such Security shall have been
surrendered to the Trustee. In every case the applicant for a substitute Security shall furnish to
the Company and to the Trustee and any agent of the Company or the Trustee such security or
indemnity as may be required by them to indemnify and defend and to save each of them harmless and,
in every case of destruction, loss or theft, evidence to their 21




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satisfaction of the apparent destruction, loss or theft of such Security and of the ownership
thereof. Upon the issuance of any substitute Security, the Company may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in relation thereto
and any other expenses (including the fees and expenses of the Trustee) connected therewith. In
case any Security which has matured or is about to mature shall become mutilated or defaced or be
apparently destroyed, lost or stolen, the Company may, instead of issuing a substitute Security,
pay or authorize the payment of the same (without surrender thereof except in the case of a
mutilated or defaced Security), if the applicant for such payment shall furnish to the Company and
to the Trustee and any agent of the Company or the Trustee such security or indemnity as any of
them may require to save each of them harmless from all risks, however remote, and, in every case
of apparent destruction, loss or theft, the applicant shall also furnish to the Company and the
Trustee and any agent of the Company or the Trustee evidence to their satisfaction of the apparent
destruction, loss or theft of such Security and of the ownership thereof. Every substitute Security issued pursuant to the provisions of this Section 2.09 by virtue of
the fact that any Security is apparently destroyed, lost or stolen shall constitute an additional
contractual obligation of the Company, whether or not the apparently destroyed, lost or stolen
Security shall be at any time enforceable by anyone and shall be entitled to all the benefits of
(but shall be subject to all the limitations of rights set forth in) this Indenture equally and
proportionately with any and all other Securities duly authenticated and delivered hereunder. All
Securities shall be held and owned upon the express condition that, to the extent permitted by law,
the foregoing provisions are exclusive with respect to the replacement or payment of mutilated,
defaced, or apparently destroyed, lost or stolen Securities and shall preclude any and all other
rights or remedies notwithstanding any law or statute existing or hereafter enacted to the contrary
with respect to the replacement or payment of negotiable instruments or other securities without
their surrender. Section 2.10. Cancellation of Securities; Destruction Thereof.All Securities surrendered for
payment, redemption, registration of transfer or exchange, if surrendered to the Company or any
agent of the Company or the Trustee, shall be delivered to the Trustee for cancellation or, if
surrendered to the Trustee, shall be cancelled by it; and no Securities shall be issued in lieu
thereof except as expressly permitted by any of the provisions of this Indenture. The Trustee shall
destroy cancelled Securities held by it and deliver upon request of the Company a certificate of
destruction to the Company. If the Company shall acquire any of the Securities, such acquisition
shall not operate as a redemption or satisfaction of the indebtedness represented by such
Securities unless and until the same are delivered to the Trustee for cancellation. 22




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Section 2.11.
Payment of Interest; Interest Rights Preserved. (a) Interest on any
Security that is payable and is punctually paid or duly provided for on any Interest Payment Date
shall be paid to the Person in whose name such Security (or one or more predecessor Securities) is
registered at the close of business on the Regular Record Date for such interest notwithstanding
the cancellation of such Security upon any transfer or exchange subsequent to the Regular Record
Date. Payment of interest on Securities shall be made at the Agent Office or, at the option of the
Company, by check mailed to the address of the Person entitled thereto as such address shall appear
in the Security Register, or in accordance with arrangements satisfactory to the Trustee and the
Paying and Transfer Agent, at the option of the Holder by wire transfer to an account designated by
the Holder, providedthat such Holder shall have provided written wire instructions to the Trustee
by no later than the Regular Record Date for such Interest Payment Date. (b) [Intentionally Left Blank.] (c) Any interest on any Security that is payable but is not punctually
paid or duly provided for on any Interest Payment Date (herein called Defaulted
Interest)shall forthwith cease to be payable to the Holder on the relevant
Regular Record Date by virtue of having been such a Holder, and such Defaulted
Interest may be paid by the Company, at its election in each case, as provided in
clause (i) or (ii) below: (i) The Company may elect to make payment of any Defaulted Interest to the
Persons in whose names the Securities (or their respective predecessor Securities) are
registered at the close of business on a Special Record Date for the payment of such
Defaulted Interest, which shall be fixed in the following manner. The Company shall notify
the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each
such Security and the date of the proposed payment, and at the same time the Company shall
deposit with the Trustee an amount of money equal to the aggregate amount proposed to be
paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the
Trustee for such deposit prior to the date of the proposed payment, such money when
deposited to be held in trust for the benefit of the Persons entitled to such Defaulted
Interest as in this clause provided and the Company shall fix a Special Record Date for
the payment of such Defaulted Interest which shall be not more than 15 days and not less
than 10 days prior to the date of the proposed payment and not less than 12 days after the
receipt by the Trustee of the notice of the proposed payment. The Trustee, in the name and
at the expense of the Company, shall cause notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor to be mailed, to the Holders of
such Securities at their addresses as they appear in the Security Register, not less than
10 days prior to such Special Record Date. Notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor having been sent in accordance
with 23




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Section 11.04, such Defaulted Interest shall be paid to the Persons in whose names the
Securities (or their respective predecessor Securities) are registered at the close of
business on such Special Record Date and shall no longer be payable pursuant to the
following clause (ii). (ii) The Company may make payment of any Defaulted Interest on the Securities in
any other lawful manner not inconsistent with the requirements of any securities exchange
on which such registered Securities may be listed, and upon such notice as may be required
by such exchange, if, after notice given by the Company to the Trustee of the proposed
payment pursuant to this clause, such manner of payment shall be deemed practicable by the
Trustee. (d) Subject to the foregoing provisions of this Section 2.11, each Security delivered
under this Indenture upon transfer of or in exchange for or in lieu of any other Security shall
carry the rights to interest accrued and unpaid, and to accrue, that were carried by such other
Security. Section 2.12. Temporary Securities.Pending the preparation of definitive Securities, the
Company may execute and the Trustee shall authenticate and deliver temporary Securities (printed,
lithographed, typewritten or otherwise reproduced). Temporary Securities shall be issuable as
registered Securities without coupons, of any authorized denomination, and substantially in the
form of the definitive Securities but with such omissions, insertions and variations as may be
appropriate for temporary Securities, all as may be determined by the Company. Temporary Securities
may contain such reference to any provisions of this Indenture as may be appropriate. Every
temporary Security shall be executed by the Company and be authenticated by the Trustee upon the
same conditions and in substantially the same manner, and with like effect, as the definitive
Securities. Without unreasonable delay the Company shall execute and shall furnish definitive
Securities and thereupon temporary Securities may be surrendered in exchange therefor without
charge at each office or agency to be maintained by the Company for the purpose pursuant to Section
3.02, and the Trustee shall, upon receipt of a Company Order, authenticate and deliver in exchange
for such temporary Securities a like aggregate principal amount of definitive Securities of
authorized denominations. Until so exchanged the temporary Securities shall be entitled to the same
benefits under this Indenture as definitive Securities. Section 2.13. Calculation of Interest.Each Security will bear interest from the Closing Date
as set forth herein until the principal thereof (and premium, if any, thereon) is paid or made
available for payment. If any Interest Payment Date (other than the maturity date or any earlier redemption or
repayment date) would fall on a day that is not a Business Day, such Interest Payment Date will be
the next succeeding Business Day, except that if such Business Day is in the next succeeding
calendar month, such Interest 24




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Payment Date shall be the immediately preceding day that is a Business Day. If the maturity date or
any earlier redemption or repayment date would fall on a day that is not a Business Day, the
payment of principal, premium (if any) and interest will be made on the next succeeding Business
Day, and no interest on such payment shall accrue for the period from and after such maturity,
redemption or repayment date, as the case may be. Interest payments for the Securities on any Interest Payment Date shall be the amount of
interest accrued for the related Interest Payment Period, plus any accrued and unpaid interest with
respect to prior Interest Payment Periods. Section 2.14. Further Issuances.The Company may from time to time, without notice to or the
consent of the existing Holders, create and issue additional securities under this Indenture having
the same CUSIP numbers and the same terms and conditions as the Securities in all respects except
for issue date and issue price. Any such additional securities issued will be consolidated with and
form a single series with the outstanding Securities. Notwithstanding Section 2.01, the Company may deliver an Officers Certificate to the Trustee
directing the Trustee to authenticate and deliver additional securities in an aggregate principal
amount specified in such Officers Certificate and the Trustee shall authenticate and deliver such
additional securities. The Company shall promptly notify the Trustee of any such further issue.
Such further notes will be represented by an increase in the initial aggregate principal amount of
the Global Securities. ARTICLE 3Covenants Of The Company And The Trustee Section 3.01. Payment of Principal and Interest.The Company covenants and agrees that it
will duly and punctually pay or cause to be paid the principal of, and interest and premium (if
any) on, each of the Securities at the place or places, at the respective times and in the manner
provided in the Securities and in this Indenture by 10:00 A.M. New York time on the Business Day
immediately prior to any payment date. Each installment of interest on the Securities may be paid
by mailing checks for such interest payable to or upon the written order of the Holders of
Securities entitled thereto as they shall appear in the Security Register; providedthat payments
of principal of, and interest and premium (if any) on Global Securities shall be made in accordance
with Section 2.07(g). For so long as Trustee is acting as Paying Agent, the Company shall transfer
to the Trustee, as Paying Agent, in Dollars on the Business Day immediately prior to the date of
any such payment, an amount sufficient to make such payment. The Trustee, as Paying Agent, shall
not be bound to make any payment under this Section 3.01 until it is satisfied that full payment
has been received from the Company. 25




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Section 3.02. Offices for Payments, Etc.So long as any of the Securities remain Outstanding,
the Company will maintain in New York, the following: (a) an office or agency where the Securities
may be presented for payment, (b) an office or agency where the Securities may be presented for
registration of transfer and for exchange as provided in this Indenture and (c) an office or agency
where notices and demands to or upon the Company in respect of the Securities or of this Indenture
may be served. The Company will give to the Trustee written notice of the location of any such
office or agency and of any change of location thereof. The Company hereby initially designates the
Agent Office as the office or agency for the purposes set forth in (a) and (b) above, and the
Corporate Trust Office as the office or agency for the purpose set forth in (c) above. In case the
Company shall fail to maintain any such office or agency or shall fail to give such notice of the
location or of any change in the location thereof, presentations and demands may be made and
notices may be served at the Corporate Trust Office. The Company may from time to time designate one or more other offices or agencies where the
Securities may be presented or surrendered for any or all such purposes and may from time to time
rescind such designations; provided, however,that no such designation or rescission shall in any
manner relieve the Company of its obligation to maintain an office or agency in each place where
principal of, and interest and premium (if any) on, any Securities are payable. The Company will
give prompt written notice to the Trustee of any such designation or rescission and of any change
in the location of any such other office or agency. Section 3.03. Appointment to Fill a Vacancy in Office of Trustee.The Company, whenever
necessary to avoid or fill a vacancy in the office of Trustee, will appoint, in the manner provided
in Section 5.09, a Trustee, so that there shall at all times be a Trustee hereunder. Section 3.04. Paying Agents.Whenever the Company shall appoint a paying agent other than the
Trustee, it will cause such Paying Agent to execute and deliver to the Trustee an instrument in
which such agent shall agree with the Company, among other things, to be bound by and observe the
provisions of this Indenture (including the Securities). The Company will cause each Paying Agent
other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying
Agent shall agree with the Trustee: (a) that it will hold all sums received by it as such agent for the
payment of principal of, and interest and premium (if any) on, the
Securities (whether such sums have been paid to it by the Company or by
any other obligor on the Securities) in trust for the benefit of the holders of
the Securities or of the Trustee until such sums shall be paid to the Holders
or otherwise disposed of as provided herein; (b) that it will give the Trustee notice of any failure by the
Company (or by any other obligor on the Securities) to make any payment 26




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of the principal of, and interest and premium (if any) on, the Securities when the same
shall be due and payable; and (c) that it will pay any such sums so held in trust by it to the Trustee
upon the Trustees written request at any time during the continuance of the failure
referred to in clause (b) above. The Trustee, in its capacity as the principal paying and transfer agent (the Principal Paying
and Transfer Agent),shall arrange with all such Paying and Transfer Agents for the payment,
solely from funds furnished by the Company to the Trustee or to any Paying or Transfer Agent
pursuant to this Indenture, of the principal of, or interest or premium (if any) on the Securities. If the Company shall act as its own Paying Agent, it will, on or before each due date of the
principal of, or interest or premium (if any) on, the Securities, set aside, segregate and hold in
trust for the benefit of the holders of the Securities a sum sufficient to pay such principal or
interest so becoming due until such sums shall be paid to the Holders or otherwise disposed of as
provided herein. The Company will promptly notify the Trustee of any failure to take such action. Section 3.05. Additional Amounts.All payments of principal of, and interest and premium (if
any) on, the Securities by the Company will be made without deduction or withholding for, or on
account of, any present or future taxes, duties, assessments or governmental charges of whatever
nature imposed or levied by or on behalf of the Republic or by or within any political subdivision
thereof or any authority therein having power to tax (Korean Tax),unless deduction or
withholding is required by law. In the event that such deduction or withholding is required by law,
the Company will pay such additional amounts (Additional Amounts)as will result in the payment
to Holders of such amounts which would otherwise have been receivable in respect of principal,
premium (if any) and interest in the absence of such withholding or deduction, except that no such
Additional Amounts shall be payable in respect of any Security: (a) to or on behalf of a Holder or beneficial owner who is
subject to such deduction or withholding in respect of such Security by
reason of his being or having been connected with the Republic (or any
political subdivision thereof) (including being a citizen or a resident or
national of, or carrying on a business or maintaining a permanent
establishment in, or being physically present in, the Republic) otherwise
than merely by holding such Security or receiving principal, premium (if
any) or interest in respect thereof; or (b) to or on behalf of a Holder or beneficial owner who would
not be liable for or subject to such deduction or withholding by making a
declaration of non-residence or other similar claim for exemption to the
relevant tax authority if, after having been requested in writing by the 27




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Company to make such a declaration or claim, such Holder or beneficial owner fails to do
so within 30 days, or (c) to or on behalf of a Holder who presents a Security (where
presentation is required) for payment more than 30 days after the relevant
date except to the extent that the Holder thereof would have been entitled
to such Additional Amounts on presenting the same for payment on the
last day of such 30-day period; for this purpose the relevant datein
relation to any payments of principal of, and interest and premium (if any)
on, any Security means: (i) the due date for payment thereof; or (ii) if the full amount of the monies payable on such date has not been
received in New York by the Trustee on or prior to such due date, the date on
which, the full amount of such monies having been so received, notice to that
effect is duly given to Holders of the Securities in accordance with this
Indenture; or (d) where withholding or deduction is imposed on a payment to
an individual and is required to be made pursuant to the European Council
Directive 2003/48/EC or any directive implementing the conclusions of
the ECOFIN Council meeting of November 26th  27th, 2000 on the
taxation of savings income or any law implementing or complying with, or
introduced in order to conform to, such Directive; or (e) on behalf of a Holder who would have been able to avoid the
withholding or deduction by the presentation (where presentation is
required) of the relevant Security to, or otherwise accepting payment from,
another paying agent in a member state of the European Union; or (f) any combination of (a), (b), (c), (d) or (e) above. The obligation of the Company to pay Additional Amounts in respect of taxes, duties,
assessments and governmental charges shall not apply to (i) any estate, inheritance, gift, sales,
transfer, personal property or any similar tax, assessment or other governmental charge or (ii) any
tax, assessment or other governmental charge which is payable otherwise than by deduction or
withholding from payments of principal of or interest and premium, if any, on, the Securities;
providedthat, except as otherwise set forth in the Securities and in this Indenture, the Company
shall pay all stamp and other similar duties, if any, which may be imposed by the Republic, the
United States or any respective political subdivision thereof or any taxing authority of or in the
foregoing, with respect to this Indenture or as a consequence of the issuance of the Securities. Furthermore, no Additional Amounts shall be payable with respect to any payment of the
principal of, or any interest and premium (if any) on, any Security 28




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to any Holder who is a fiduciary or partnership or other than the sole beneficial owner of such
payment to the extent such payment would be required by the laws of the Republic (or any political
subdivision or taxing authority thereof or therein) to be included in the income for tax purposes
of a beneficiary or settler with respect to such fiduciary or a member of such partnership or a
beneficial owner who would not have been entitled to such Additional Amounts had it been the Holder
of such Security. References to principal, premium or interest in respect of the Securities shall be deemed to
include any Additional Amounts which may be payable as set forth herein and in this Indenture. Section 3.06. Certificate to Trustee.The Company will furnish to the Trustee within 120 days
after the end of each fiscal year of the Company ending after the date hereof or within 14 days of
a request from the Trustee a brief certificate (which need not comply with Section 11.05) from an
Authorized Officer of the Company as to his or her knowledge of the Companys compliance with all
conditions and covenants under this Indenture (such compliance to be determined without regard to
any period of grace or requirement of notice provided under this Indenture) and, if the Company
shall fail to be in compliance therewith or if there is an Event of Default, specifying each such
failure and Event of Default and the nature and status thereof. Section 3.07. Securityholders Lists.If and so long as the Trustee shall not be the Security
Registrar, the Company will furnish or cause to be furnished to the Trustee a list in such form as
the Trustee may reasonably require of the names and addresses of the Holders of the Securities
pursuant to Section 312 of the Trust Indenture Act (a) semi-annually not more than 10 days after
each Regular Record Date for the payment of semi-annual interest on the Securities, as hereinabove
specified, as of such Regular Record Date, and (b) at such other times as the Trustee may request
in writing, within 30 days after receipt by the Company of any such request as of a date not more
than 15 days prior to the time such information is furnished. Section 3.08.
Reports by the Company and Provision of Information.(a) At any time when the
Company is subject to Section 13 or 15(d) of the Exchange Act, or exempt from registration under
the Exchange Act pursuant to Rule 12g3-2(b) thereunder, and to the extent such reports, information
and documents are not available on the Commissions Edgar System, the Company shall deliver to the
Trustee within 30 days after it files with the Commission copies of the annual reports and of the
information, documents, and other reports (or copies of such portions of any of the foregoing as
the Commission may be rules and regulations prescribe), if any, which the Company is required to
file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act or submit to the
Commission pursuant to Rule 12g3-2(b) under the Exchange Act
(Exchange Act Filings); provided,
however,the Company shall not be required to deliver to the Trustee any materials for which the
Company has sought and received confidential 29




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treatment by the Commission. The Company shall promptly provide written notice to the Trustee if
and when it begins to make all of its Exchange Act Filings via the Commissions EDGAR System in
lieu of paper filings. (b) Delivery of such annual reports, information and documents and
other reports to the Trustee is for informational purposes only and the Trustees
receipt of such shall not constitute constructive notice of any information
contained therein or determinable from information contained therein, including
the Companys compliance with any of its covenants hereunder (as to which
Trustee is entitled to rely exclusively on an Officers Certificate). (c) At any time when the Company is not subject to Section 13 or 15(d)
of the Exchange Act, nor exempt from reporting pursuant to Rule 12g3-2(b) under
the Exchange Act, upon the request of a Holder of Securities, the Company will
promptly furnish or cause to be furnished Rule 144A Information to such Holder
of Securities, to a prospective purchaser of such Securities designated by such
Holder of Securities, to a beneficial owner of such Securities (as designated in
writing to the Company by such Holder of Securities) or to a prospective
purchaser designated by such beneficial owner, as the case may be, in order to
permit compliance by such Holder of Securities or beneficial owner with Rule
144A in connection with the resale of such Securities by such Holder of Securities
or beneficial owner; provided, however,that the Company shall not be required to
furnish such information in connection with any request made on or after the date
which is two years from the later of the last Closing Date and the date such
Securities (or any predecessor Securities or the Securities surrendered for
conversion) was acquired from the Company or an affiliate of the Company
within the meaning of Rule 144; and provided further, that the Company shall not
be required to furnish such information at any time to a prospective purchaser
located outside the United States who is not a U.S. Person within the meaning
of Regulation S if such Securities may then be sold to such prospective purchaser
in accordance with Regulation S (or any successor provision thereto). As used
herein, Rule 144A Informationmeans such information as is specified
pursuant to Rule 144A(d)(4) under the Securities Act (or any successor provision
thereto). (d) The Company shall promptly give written notice to the Trustee and
the Security Registrar of Securities purchased by the Company. In addition, the
Company shall deliver to the Trustee as soon as practicable upon request of the
Trustee an Officers Certificate stating the number of Securities held at the date of
such certificate by or on behalf of the Company. (e) The Company shall send to the Trustee, at least two days prior to the
date of publication, a copy of the form of each notice in the English language to
be given to Holders. (f) The Company shall deliver to the Trustee three copies of all notices,
statements and documents in the English language which are issued to the holders 30




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of its common shares or its creditors and which in the reasonable determination of the
Company, contain information having a material bearing on the interests of the Holders generally as
soon as practicable, but in any event within 30 days after their date of issue. In addition, the
Company shall deliver to the Trustee so far as permitted by applicable law, such information as the
Trustee shall reasonably require to perform its functions hereunder. Section 3.09. [Intentionally Left Blank] Section 3.10. Limitation on Liens.So long as any of the Securities are outstanding, the
Company will not itself, and will not permit any Restricted Subsidiary to, create, incur, issue,
assume or guarantee any External Indebtedness secured by any mortgage, charge, pledge, encumbrance
or other security interest (a Lien)on any Restricted Property without in any such case
effectively providing that the Securities (together with, if the Company shall so determine, any
other indebtedness of the Company or such Restricted Subsidiary then existing or thereafter
created) shall be secured equally and ratably with or prior to such secured External Indebtedness,
so long as such secured External Indebtedness shall be so secured, unless, after giving effect
thereto, the aggregate principal amount of all such secured External Indebtedness, plus
Attributable Debt of the Company and its Restricted Subsidiaries in respect of Sale/Leaseback
Transactions as described under Section 3.11 below, in each case entered into after the date of
this Indenture, would not exceed an amount equal to 10% of Net Tangible Assets; providedthat
nothing contained in this Section 3.10 shall prevent, restrict or apply to, and there shall be
excluded from secured External Indebtedness in any computation under this Section 3.10, External
Indebtedness secured by: (a) Liens existing on any Restricted Property prior to the acquisition
thereof by the Company or any of its Restricted Subsidiaries or arising after such
acquisition pursuant to contractual commitments entered into prior to and not in
contemplation of such acquisition; (b) Liens on any Restricted Property securing External Indebtedness
incurred or assumed for the purpose of financing the purchase price thereof or the
cost of construction, improvement or repair of all or any part thereof, provided
that such Lien attaches to such Restricted Property concurrently with or within 12
months after the acquisition thereof or completion of construction, improvement
or repair thereof; (c) Liens existing on any Restricted Property of any Restricted
Subsidiary prior to the time such Restricted Subsidiary becomes a Subsidiary of
the Company or arising after such time pursuant to contractual commitments
entered into prior to and not in contemplation thereof; (d) Liens securing External Indebtedness owing to the Company or to a
Subsidiary; 31




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(e) Liens securing any External Indebtedness under the Senior Secured
Credit Facility; providedthat the total drawn and undrawn commitments under
the Senior Secured Credit Facility are not increased after the date of this
Indenture; (f) any Lien arising out of the refinancing, extension, renewal or
refunding of any External Indebtedness secured by any Lien permitted by any of
the foregoing clauses or existing at the date of this Indenture, providedthat such
External Indebtedness is not increased and is not secured by any additional
Restricted Property. For the purposes of this clause (f), any undrawn
commitments under facilities of the Company existing as of the date of this
Indenture shall be deemed to be fully drawn down for the purpose of determining
the External Indebtedness existing at such time. Section 3.11. Limitation Upon Sale And Leaseback Transactions.So long as any of the
Securities are outstanding, the Company will not itself, and will not permit any Restricted
Subsidiary to, enter into any Sale/Leaseback Transaction after the date of this Indenture unless,
either: (a) the Attributable Debt of the Company and its Restricted Subsidiaries
in respect of such Sale/Leaseback Transaction and all other Sale/Leaseback
Transactions entered into after the date of this Indenture (other than such
Sale/Leaseback Transactions as are permitted by paragraph (b) below), plusthe
aggregate principal amount of External Indebtedness secured by Liens on
Restricted Property then outstanding (excluding any such External Indebtedness
secured by Liens covered in paragraphs (a) through (f) in Section 3.10 or existing
at the date of this Indenture) without equally and ratably securing the Securities,
would not exceed 10% of Net Tangible Assets; or (b) the Company or a Restricted Subsidiary, within 12 months after
such Sale/Leaseback Transaction, applies to the retirement of External
Indebtedness, which is not subordinated to the Securities, of the Company or a
Restricted Subsidiary, as the case may be, an amount (subject to credits for certain
voluntary retirements of External Indebtedness) equal to the greater of (i) the net
proceeds of the sale or transfer of the Restricted Property which is the subject of
such Sale/Leaseback Transaction or (ii) the fair market value of the Restricted
Property so leased (in each case as determined by the Company). The restrictions in this Section 3.11 shall not apply to any transaction between the Company
and a Subsidiary or between a Restricted Subsidiary and a Subsidiary. Section 3.12. Change Of Control Offer.Upon the occurrence of a Change of Control Triggering
Event, the Company will, within 30 days following such date, make an Offer to Redeem all
outstanding Securities (a Change of Control Offer), at a Redemption Price equal to 101% of the
principal amount thereof, together with accrued and unpaid interest and Additional Amounts, if any,
to the 32




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date of redemption; providedthat any semi-annual payment of interest becoming due on the
Redemption Date shall be payable to the Holders of such Securities registered as such on the
relevant record date subject to the terms and provisions of Section 2.04 hereof. At or prior to 10:00 A.M. New York time on the Business Day immediately prior to the
Redemption Date specified in the notice of redemption given as provided in this Section 3.12, the
Company will deposit with the Trustee or with one or more paying agents (or, if the Company is
acting as its own paying agent, set aside, segregate and hold in trust as provided in Section 3.04)
an amount of money in immediately available funds sufficient to redeem on the Redemption Date all
the Securities so called for redemption at the appropriate Redemption Price, together with accrued
interest to the Redemption Date. The Paying Agent will promptly pay to each Holder so tendered the Redemption Price for such
Securities in accordance with the procedures described in Section 10.03 hereof, and the Trustee
will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new
Security equal in principal amount to any unredeemed portion of the Securities surrendered, if any.
The Company will publicly announce the results of the Offer to Redeem on or as soon as practicable
after the Redemption Date. The Company shall not be required to make a Change of Control Offer upon a Change of Control
Triggering Event if a third party makes an offer to redeem all outstanding Securities at the same
or a higher Redemption Price, at the same time and otherwise in compliance with the requirements
otherwise required of the Company hereunder and such offeror redeems all Securities validly
tendered and not withdrawn under such Change of Control Offer. The Company will comply, to the extent applicable, with the requirements of Section 14(e) of
the Exchange Act and any other applicable securities laws or regulations in connection with the
redemption of Securities pursuant to this Section 3.12 including any securities laws of Singapore
and the requirements of the Singapore Stock Exchange or any other securities exchange on which the
Securities are listed. To the extent that the provisions of any securities laws or regulations
conflict with provisions of this Indenture, the Company will comply with the applicable securities
laws and regulations and will not be deemed to have breached its obligations under the provisions
of this Indenture by virtue of the conflict. Section 3.13.
Accounting Records And Financial Statements. So long as any
Security remains Outstanding, the Company shall: (a) maintain proper accounting records as may be necessary for it to comply with all
applicable laws and so as to enable the financial statements of the Company to be prepared; 33




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(b) within six months of the end of each fiscal year, use its best efforts
to provide the Trustee with copies of its annual audited consolidated financial
statements (if any) and non-consolidated financial statements, in each case
prepared under Korean GAAP in English with reconciliation to accounting
principles generally accepted in the United States; and (c) promptly provide to the Trustee with copies of its unaudited,
quarterly consolidated financial statements (if any) and non-consolidated financial
statements in English and Korean prepared under Korean GAAP; provided,
however,that such financial statements shall be required to be provided to the
Trustee only to the extent that the Company is otherwise required under
applicable law to prepare such financial statements, and such financial statements
need not be provided to the Trustee at any time prior to the time that the Company
is otherwise required under applicable law to provide such financial statements to
any other Person. The Trustee shall hold documents provided under this Section 3.13 for the sole purposes of
facilitating Holders inspection and review thereof. The Trustee shall not be required to review or
draw any conclusions and/or consequences therefrom. ARTICLE 4Remedies of the Trustee and Securityholders on Event of Default Section 4.01. Event Of Default Defined, Acceleration Of Maturity, Waiver Of Default.An
Event of Defaultmeans any of the following events (whatever the reason for such Event of Default
and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to
any judgment, decree or order of any court or any order, rule or regulation of any administrative
or governmental body) which shall have occurred and be continuing: (a) default in the payment of any installment of interest upon any of the
Securities, whether at maturity, upon acceleration or redemption or otherwise, as
and when the same shall become due and payable, and continuance of such
default for a period of seven days; or (b) default in the payment of all or any part of the principal of any of the
Securities as and when the same shall become due and payable, whether at
maturity, upon redemption or acceleration or otherwise; or (c) failure on the part of the Company or any of its Restricted
Subsidiaries to duly observe or perform the covenants described under Section
3.12 and Section 8.01; or (d) failure on the part of the Company to duly observe or perform any
other of the covenants or agreements on the part of the Company contained in the 34




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Securities or in this Indenture for a period of 60 days after the date on which written notice
specifying such failure, stating that such notice is a Notice of Defaulthereunder and demanding
that the Company remedy the same, shall have been given by registered or certified mail, return
receipt requested, to the Company by the Trustee or to the Company at the office of the Trustee by
the Holders of at least 10% in aggregate principal amount of the Securities at the time
outstanding; or (e) any External Indebtedness of the Company in the aggregate
outstanding principal amount of US$10,000,000 or more either (i) becoming due
and payable prior to the due date for payment thereof by reason of acceleration
thereof following default by the Company or (ii) not being repaid at, and
remaining unpaid after, maturity as extended by the period of grace, if any,
applicable thereto, or any guarantee given by the Company in respect of External
Indebtedness of any other person in the aggregate principal amount of
US$10,000,000 or more not being honored when, and remaining dishonored after
becoming, due and called; providedthat, in the case of (i) above, if any such
default under any such External Indebtedness shall be cured or waived, then the
default hereunder by reason thereof shall be deemed to have been cured and
waived; or (f) the occurrence of a Rating Agency Condition in connection with a
Merger Transaction that occurs after the earlier of (i) the cancellation of all
facilities and commitments under the Senior Secured Credit Facility and (ii)
November 13, 2008; provided, however,that no such event shall constitute an
Event of Default if the Company commences an offer to redeem the Securities as
described under Section 3.12 of this Indenture within 30 days of the end of the 45-
day period from the effective date of the proposed consolidation, merger or sale,
transfer, lease or conveyance of assets; or (g) a court or administrative or other governmental agency or body
having jurisdiction in the premises shall enter a decree or order for relief in
respect of the Company in an involuntary case under any applicable bankruptcy,
insolvency, reorganization, compulsory composition or other similar law now or
hereafter in effect, or appointing a receiver, liquidator, assignee, custodian,
trustee, sequestrator (or similar official) of the Company or for any substantial
part of its property or ordering the winding up, dissolution or liquidation of its
affairs, or shall otherwise adjudicate or find the Company to be bankrupt or
insolvent and such decree or order shall remain unstayed and in effect for a period
of 90 consecutive days; or (h) the Company shall commence a voluntary case under any applicable bankruptcy,
insolvency, reorganization, compulsory composition or other similar law now or hereafter in effect,
or consent to the entry of an order for relief in an involuntary case under any such law, or
consent to the appointment or taking possession by a receiver, liquidator, assignee, custodian,
trustee, sequestrator or similar official of the Company or for any substantial part of its
property, or cease 35




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to carry on the whole or substantially the whole of its business or make any general assignment for
the benefit of creditors, or enter into any composition with its creditors, or take corporate
action in furtherance of any such action. If an Event of Default occurs and is continuing, the Trustee or the Holders of not less than
25% in aggregate principal amount of the Securities then Outstanding hereunder, by notice in
writing to the Company (and to the Trustee if given by Securityholders), may declare the aggregate
principal amount of the Securities to be due and payable immediately, and upon any such declaration
the same shall become immediately due and payable, unless prior to receipt of such notice by the
Company, all such defaults shall have been cured; provided, however,that if any of the events
specified in clause (g) or (h) shall have occurred, the aggregate principal amount of the
Securities Outstanding shall automatically become due and payable without regard to the giving of
any such notice. The Holders of a majority in aggregate principal amount of the Securities at the time
Outstanding, by written notice to the Trustee (and without notice to any other Securityholders) may
rescind and annul an acceleration pursuant to this Section 4.01 and its consequences if (i) the
rescission or annulment would not conflict with any judgment or decree for the payment of monies
due that has been obtained or entered as hereinafter provided, (ii) all existing Events of Default
have been cured or waived except nonpayment of the sum of the unpaid principal amount of the
Securities plus the premium (if any) payable thereon (and default interest pursuant to Section
4.02, if any) to the date of payment that have become due solely as a result of such acceleration
and (iii) all amounts due to the Trustee under Section 5.06 have been paid. No such rescission
shall affect any subsequent Event of Default or impair any right consequent thereto. The Trustee shall not be deemed to know or have notice of an Event of Default unless a
corporate trust officer at the Corporate Trust Office of the Trustee responsible for administration
of this Indenture receives written notice of such Event of Default. The Trustee shall, within 90
days after the occurrence of any Event of Default, mail to all Holders of the Securities notice of
an Event of Defaults of which the Trustee shall have received written notice, unless such defaults
shall have been cured or waived and the Trustee shall have been so notified in writing before the
giving of such notice; providedthat the Trustee may withhold such notice as to any Event of
Default other than a payment default described in clauses (a) or (b) of this Section 4.01, if it
determines in good faith that withholding the notice is in the interests of the Holders. Section 4.02. Collection Of Indebtedness By Trustee; Trustee May Prove Debt.The Company
covenants that (a) in case default shall be made in the payment of any installment of interest on
any of the Securities when such interest shall have become due and payable, and such default shall
have continued for a period of 7 days or (b) in case default shall be made in the payment of all or
any part of the principal of any of the Securities when the same shall have become due 36




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and payable, whether upon maturity or upon any redemption or otherwise, then, upon demand of the
Trustee, the Company will pay to the Trustee for the benefit of the Holders of the Securities the
whole amount that then shall have become due and payable on all such Securities for principal or
interest, as the case may be (with interest to the date of such payment upon the overdue principal
and, to the extent that payment of such interest is enforceable under applicable law, on overdue
installments of interest at the same rate as the rate of interest specified in the Securities); and
in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of
collection, including reasonable compensation to the Trustee and each predecessor Trustee, their
respective agents, attorneys and counsel, and any expenses and liabilities incurred, and all
advances made, by the Trustee and each predecessor Trustee except as a result of its negligence or
bad faith. Until such demand is made by the Trustee, the Company may pay the principal of, and interest
and premium (if any) on, the Securities to the Holders, whether or not the Securities be overdue. In case the Company shall fail forthwith to pay such amounts upon such demand, the Trustee, in
its own name and as trustee of an express trust, shall be entitled and empowered to institute any
action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may
prosecute any such action or proceedings to judgment or final decree, and may enforce any such
judgment or final decree against the Company or other obligor upon the Securities and collect in
the manner provided by law out of the property of the Company or other obligor upon the Securities,
wherever situated, the moneys adjudged or decreed to be payable. In case there shall be pending proceedings relative to the Company or any other obligor upon
the Securities under any applicable bankruptcy, insolvency, reorganization, compulsory composition
or other similar law, or in case a receiver, transferee or trustee in bankruptcy or reorganization,
liquidator, sequestrator or similar official shall have been appointed for or taken possession of
the Company or such other obligor, or the property of the Company or such other obligor, or in case
of any other comparable judicial, administrative or governmental proceedings relative to the
Company or other obligor upon the Securities, or to the creditors or property of the Company or
such other obligor, the Trustee, irrespective of whether the principal of the Securities shall then
be due and payable as therein expressed or by declaration or otherwise and irrespective of whether
the Trustee shall have made any demand pursuant to the provisions of this Section 4.02, shall be
entitled and empowered, by intervention in such proceedings or otherwise: (a) to file and prove a claim or claims for the whole amount of principal and
interest owing and unpaid in respect of the Securities, and to file such other papers or
documents as may be necessary or advisable in order to have the claims of the Trustee
(including any claim for reasonable 37




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compensation to the Trustee and each predecessor Trustee, and their respective agents,
attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and
all advances made, by the Trustee and each predecessor Trustee, except as a result of
negligence or bad faith) and of the Securityholders allowed in any judicial proceedings
relative to the Company or other obligor upon the Securities, or to the creditors or
property of the Company or such other obligor; (b) unless prohibited by applicable law and regulations, to vote
on behalf of the holders of the Securities in any election of a trustee or a
standby trustee in arrangement, reorganization, liquidation or other
bankruptcy or insolvency proceedings or Person performing similar
functions in comparable proceedings; and (c) to collect and receive any moneys or other property payable
or deliverable on any such claims, and to distribute all amounts received
with respect to the claims of the Securityholders and of the Trustee on
their behalf; and any trustee, receiver, or liquidator, custodian or other
similar official is hereby authorized by each of the Securityholders to
make payments to the Trustee, and, in the event that the Trustee shall
consent to the making of payments directly to the Securityholders, to pay
to the Trustee such amounts as shall be sufficient to cover reasonable
compensation to the Trustee, each predecessor Trustee and their respective
agents, attorneys and counsel, and all other expenses and liabilities
incurred, and all advances made, by the Trustee and each predecessor
Trustee except as a result of negligence or bad faith. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to
or vote for or accept or adopt on behalf of any Securityholder any plan of reorganization,
arrangement, adjustment or composition affecting the Securities or the rights of any holder
thereof, or to authorize the Trustee to vote in respect of the claim of any Securityholder in any
such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or
similar Person. All rights of action and of asserting claims under this Indenture, or under any of the
Securities, may be enforced by the Trustee without the possession of any of the Securities or the
production thereof in any trial or other proceedings relative thereto, and any such action or
proceedings instituted by the Trustee shall be brought in its own name as trustee of an express
trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and
compensation of the Trustee, each predecessor Trustee and their respective agents and attorneys,
shall be for the ratable benefit of the holders of the Securities. In any proceedings brought by the Trustee (and also any proceedings involving the
interpretation of any provision of this Indenture to which the Trustee shall be a party) the
Trustee shall be held to represent all the holders of 38




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the Securities, and it shall not be necessary to make any holders of the Securities parties to any
such proceedings. Section 4.03. Application Of Proceeds.Any moneys collected by the Trustee pursuant to this
Article 4 shall be applied in the following order at the date or dates fixed by the Trustee and, in
case of the distribution of such moneys on account of principal or interest, upon presentation of
the several Securities and stamping (or otherwise noting) thereon the payment, or issuing
Securities in reduced principal amounts in exchange for the presented Securities if only partially
paid, or upon surrender thereof if fully paid: FIRST: To the payment of all amounts due to the Trustee under Section 5.06; SECOND: In case the principal of the Securities shall not have become and be then due
and payable, to the payment of interest in default in the order of the maturity of the
installments of such interest, with interest (to the extent that (i) payment of such
interest is enforceable under applicable law and (ii) such interest has been collected by
the Trustee) upon the overdue installments of interest at the same rate as the rate of
interest specified in the Securities, such payments to be made ratably to the Persons
entitled thereto, without discrimination or preference; THIRD: In case the principal of the Securities shall have become and shall be then
due and payable, to the payment of the whole amount then owing and unpaid upon all the
Securities for principal, premium and interest, with interest upon the overdue principal
and premium, and (to the extent that (i) payment of such interest is enforceable under
applicable law and (ii) such interest has been collected by the Trustee) upon overdue
installments of interest at the same rate as the rate of interest specified in the
Securities; and in case such moneys shall be insufficient to pay in full the whole amount
so due and unpaid upon the Securities, then to the payment of such principal, premium and
interest, without preference or priority of principal over interest, or of interest over
principal, or of any installment of interest over any other installment of interest, or of
any Security over any other Security, ratably to the aggregate amount of such principal,
premium and accrued and unpaid interest; and FOURTH: To the payment of the remainder, if any, to the Company or any other
Person lawfully entitled thereto. Section 4.04. Suits for Enforcement.In case an Event of Default has occurred, has not been
waived and is continuing, the Trustee may proceed to protect and enforce the rights vested in it by
this Indenture by such appropriate judicial proceedings as the Trustee shall deem most effectual to
protect and enforce any of such rights, either at law or in equity or in bankruptcy or otherwise,
whether for the specific enforcement of any covenant or agreement 39




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contained in this Indenture or in aid of the exercise of any power granted in this Indenture or to
enforce any other legal or equitable right vested in the Trustee by this Indenture or by law. Section 4.05. Restoration of Rights on Abandonment of Proceedings.In case the Trustee or
any Securityholder shall have proceeded to enforce any right under this Indenture and such
proceedings shall have been discontinued or abandoned for any reason, or shall have been determined
adversely to the Trustee or such Securityholder, then and in every such case the Company, the
Trustee and the Securityholder shall, subject to any determination in such proceeding, be restored
severally and respectively to their former positions and rights hereunder, and thereafter all
rights, remedies and powers of the Company, the Trustee and the Securityholders shall continue as
though no such proceedings had been taken. Section 4.06. Limitations on Suits by Securityholders.No Holder of any Security shall have
any right by virtue or by availing of any provision of this Indenture to institute any action or
proceeding at law or in equity or in bankruptcy or otherwise upon or under or with respect to this
Indenture, or for the appointment of a trustee, receiver, liquidator, custodian or other similar
official or for any other remedy hereunder, unless such holder
previously shall have given to the
Trustee written notice of default and of the continuance thereof, as hereinbefore provided, and
unless also the Holders of not less than 25% in aggregate principal amount of the Securities then
Outstanding shall have made written request upon the Trustee to institute such action or
proceedings in its own name as trustee hereunder and shall have offered to the Trustee indemnity
satisfactory to it in its sole discretion as it may require against the costs, expenses and
liabilities to be incurred therein or thereby and the Trustee for 60 days after its receipt of such
notice, request and offer of indemnity shall have failed to institute any such action or
proceedings and no direction inconsistent with such written request shall have been given to the
Trustee pursuant to Section 4.08; it being understood and intended, and being expressly covenanted
by the holder of every Security with every other holder and the Trustee, that no one or more
holders of Securities shall have any right in any manner whatever by virtue or by availing of any
provision of this Indenture to affect, disturb or prejudice the rights of any other holder of
Securities, or to obtain or seek to obtain priority over or preference to any other such holder or
to enforce any right under this Indenture, except in the manner herein provided and for the equal,
ratable and common benefit of all holders of Securities. For the protection and enforcement of the
provisions of this Section 4.06, each and every Securityholder and the Trustee shall be entitled to
such relief as can be given either at law or in equity. Section 4.07. Rights and Remedies Cumulative; Delay or Omission Not Waiver of Default.Except
as provided in Section 2.09, no right or remedy herein conferred upon or reserved to the Trustee or
to the Securityholders is intended to be exclusive of any other right or remedy, and every right
and remedy shall, to the extent permitted by law, be cumulative and in addition to every other
right and remedy given hereunder or now or hereafter existing at law or in equity or 40




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otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not
prevent the concurrent assertion or employment of any other appropriate right or remedy. No delay or omission of the Trustee or of any Holder of any of the Securities to exercise any
right or remedy accruing upon any Event of Default occurring and continuing as aforesaid shall
impair any such right or remedy or shall be construed to be a waiver of any such Event of Default
or an acquiescence therein; and, subject to Section 4.06, every right and remedy given by this
Indenture or by law to the Trustee or to the Securityholders may be exercised from time to time,
and as often as shall be deemed expedient, by the Trustee or by the Securityholders. Section 4.08. Control by Securityholders.The Holders of a majority in aggregate principal
amount of the Securities at the time Outstanding shall have the right to direct the time, method,
and place of conducting any proceeding for any remedy available to the Trustee, or exercising any
trust or power conferred on the Trustee by this Indenture; providedthat such direction shall not
be otherwise than in accordance with law and the provisions of this Indenture; and provided further
that (subject to the provisions of Section 5.01) the Trustee shall have the right to decline to
follow any such direction if the Trustee shall determine that the action or proceeding so directed
may not lawfully be taken or if the Trustee in good faith by its board of directors, the executive
committee, or a trust committee of directors or responsible officers of the Trustee shall determine
that the action or proceedings so directed would involve the Trustee in personal liability or if
the Trustee in good faith shall so determine that the actions or forbearances specified in or
pursuant to such direction shall be unduly prejudicial to the interests of holders of the
Securities not joining in the giving of said direction, it being understood that (subject to
Section 5.01) the Trustee shall have no duty to ascertain whether or not such actions or
forbearances are unduly prejudicial to such holders. Nothing in this Indenture shall impair the right of the Trustee to take any action deemed
proper by the Trustee and which is not inconsistent with such direction by Securityholders. Section 4.09. Waiver of Past Defaults.Prior to the declaration of the maturity of the
Securities as provided in Section 4.01, the Holders of a majority in aggregate principal amount of
the Securities at the time Outstanding may on behalf of the holders of all the Securities waive any
past default or Event of Default hereunder and its consequences, except a default (a) in the
payment of principal of, and interest and premium (if any) on, any of the Securities or (b) in
respect of a covenant or provision hereof which cannot be modified or amended without the consent
of the Holder of each Security affected. In the case of any such waiver, the Company, the Trustee
and the holders of the Securities shall be restored to their former positions and rights hereunder,
respectively; but no such 41




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waiver shall extend to any subsequent or other default or impair any right consequent
thereon. Upon any such waiver, such default shall cease to exist and be deemed to have been cured and
not to have occurred, and any Event of Default arising therefrom shall be deemed to have been cured
and not to have occurred for every purpose of this Indenture; but no such waiver shall extend to
any subsequent or other default or Event of Default or impair any right consequent thereon. Section 4.10.
Unconditional Right of Securityholders to Institute Certain Actions.
Notwithstanding any other provision of this Indenture and any provision of any Security, the right
of any Holder of any Security to receive payment of the principal of, and interest and premium (if
any) on such Security on or after the respective due dates expressed in such Security, or to
institute suit for the enforcement of any such payment on or after such respective dates, shall not
be impaired or affected without the consent of such Holder. Section 4.11. Waiver of Stay or Extension Laws.The Company covenants (to the extent that it
may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever
claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at
any time hereafter in force, which may affect the covenants or the performance of this Indenture;
and the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or
advantage of any such law, and covenants that it will not hinder, delay or impede the execution of
any power herein granted to the Trustee, but will suffer and permit the execution of every such
power as though no such law had been enacted. ARTICLE 5 Concerning the Trustee Section 5.01. Duties and Responsibilities of the Trustee; During Default; Prior to Default.
The Trustee, prior to the occurrence of an Event of Default and after the curing or waiving of all
Events of Default which may have occurred, undertakes to perform such duties and only such duties
as are specifically set forth in this Indenture and no implied covenants shall be read into this
Indenture against the Trustee. In case an Event of Default has occurred (which has not been cured
or waived) the Trustee shall exercise such of the rights and powers vested in it by this Indenture,
and use the same degree of care and skill in their exercise as a prudent man would exercise or use
under the circumstances in the conduct of his own affairs. Within 90 days after (i) any payment default known to it or (ii) receipt by the Trustee of
written notice of the occurrence of any other default hereunder, the Trustee shall by the pertinent
methods provided in Section 11.04 give notice to all Holders of such default, unless such default
shall have been cured or waived; 42




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provided, however,that, except in the case of default in the payment of the principal of, and
interest and premium (if any) on, any Security, the Trustee shall be protected in withholding such
notice if and so long as the board of directors, the executive committee or a trust committee of
directors and/or Responsible Officers of the Trustee in good faith determines that the withholding
of such notice is in the interest of the Holders. For the purpose of this Section 5.01, the term
defaultmeans any event that is, or after notice or lapse of time or both would become, an Event
of Default. No provision of this Indenture shall be construed to relieve the Trustee from liability
for its own negligent action, its own negligent failure to act or its own willful misconduct,
except that (a) prior to the occurrence of an Event of Default and after the
curing or waiving of all such Events of Default which may have occurred: (i) the duties and obligations of the Trustee shall be determined solely
by the express provisions of this Indenture, and the Trustee shall not be liable
except for the performance of such duties and obligations as are specifically set
forth in this Indenture, and no implied covenants or obligations shall be read
into this Indenture against the Trustee; and (ii) in the absence of bad faith on the part of the Trustee, the

Trustee may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon any statements, certificates
or opinions furnished to the Trustee and conforming to the requirements of this
Indenture; but in the case of any such statements, certificates or opinions which
by any provision hereof are specifically required to be furnished to the Trustee,
the Trustee shall be under a duty to examine the same to determine whether or not
they conform to the requirements of this Indenture but not to confirm or
investigate the accuracy of mathematical calculations or other opinions stated
therein; (b) the Trustee shall not be liable for any error of judgment
made in good faith by a Responsible Officer or Responsible Officers of
the Trustee, unless it shall be proved that the Trustee was negligent in
ascertaining the pertinent facts; (c) the Trustee shall not be liable with respect to any action
taken or omitted to be taken by it in good faith in accordance with the
direction of the Holders of not less than a majority in aggregate principal
amount of the Securities at the time Outstanding relating to the time,
method and place of conducting any proceeding for any remedy available
to the Trustee, or exercising any trust or power conferred upon the
Trustee, under this Indenture; and 43




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(d) the Trustee shall not be liable to the Company for any consequential
damages. None of the provisions contained in this Indenture shall require the Trustee to expend or risk
its own funds or otherwise incur any financial liability in the performance of any of its duties or
in the exercise of any of its rights or powers, if it shall have reasonable ground for believing
that the repayment of such funds or adequate indemnity against such liability is not reasonably
assured to it. Whether or not therein expressly so provided, every provision of this Indenture relating to
the conduct or affecting the liability of or affecting protection of the Trustee is subject to the
provisions of this Section 5.01 and is in furtherance of and subject to Sections 315 and 316 of the
Trust Indenture Act. Section 5.02. Certain Rights of the Trustee.In furtherance of and subject to the Trust
Indenture Act, and subject to Section 5.01: (a) the Trustee may rely and shall be protected in acting or
refraining from acting upon any resolution, Officers Certificate or any
other certificate, statement, instrument, opinion, Opinion of Counsel,
report, notice, request, consent, order, Company Order, bond, debenture,
note, coupon, security or other paper or document believed by it to be
genuine and to have been signed or presented by the proper party or
parties; (b) any request, direction, order or demand of the Company
mentioned herein shall be sufficiently evidenced by an Officers
Certificate or Company Order (unless other evidence in respect thereof be
herein specifically prescribed); and any resolution of the Board of
Directors may be evidenced to the Trustee by a copy thereof certified by
an officer of the Company; (c) the Trustee may consult with counsel and other professional
advisors and any advice or Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or
omitted to be taken by it hereunder in good faith and in accordance with
such advice or Opinion of Counsel and the Trustee shall have no liability
for acting in accordance with such advice or Opinion of Counsel; (d) the Trustee shall be under no obligation to exercise any of
the trusts or powers vested in it by this Indenture at the request, order or
direction of any of the Securityholders pursuant to the provisions of this
Indenture, unless such Securityholders shall have offered to the Trustee
security or indemnity satisfactory to the Trustee in its sole discretion
against the costs, expenses and liabilities which might be incurred therein
or thereby; 44




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(e) the Trustee shall not be liable for any action taken or omitted
by it in good faith and believed by it to be authorized or within the
discretion, rights or powers conferred upon it by this Indenture; (f) the Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval,
appraisal, bond, debenture, note, coupon, security, or other paper or
document unless requested in writing so to do by the Holders of not less
than a majority in aggregate principal amount of the Securities then
Outstanding; providedthat, if the payment within a reasonable time to the
Trustee of the costs, expenses or liabilities likely to be incurred by it in the
making of such investigation is, in the opinion of the Trustee, not
reasonably assured to the Trustee by the security afforded to it by the
terms of this Indenture, the Trustee may require indemnity satisfactory to
it against such expenses or liabilities as a condition to proceeding; the
reasonable expenses of every such examination shall be paid by the
Company or, if paid by the Trustee or any predecessor trustee, shall be
repaid by the Company upon demand; (g) the Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through
agents or attorneys not regularly in its employ and the Trustee shall not be
responsible for any misconduct or negligence on the part of any such agent
or attorney appointed with due care by it hereunder; (h) upon an Event of Default, the Trustee shall be entitled to require all agents
to act solely in accordance with its directions; (i) in all instances in which the Trustee is called upon to exercise its discretion, such
discretion shall, subject to Section 5.01 hereof, be absolute; and (j) in connection with the exercise of its trusts, powers, authorities or discretions
(including but not limited to those in relation to any proposed modification, authorization or
waiver), the Trustee shall have regard to the interests of the Holders as a class and shall not
have regard to the consequences of such exercise for individual Holders (whatever their number) and
in particular but without limitation, shall not have regard for the consequences of the exercise of
its trusts, powers authorities or discretions for individual Holders resulting from their being,
for any purpose, domiciled or resident in, or otherwise connected with, or subject to the
jurisdiction of any particular territory and the Trustee shall not be entitled to require, nor
shall any Holder be entitled to claim, from the Company or the Trustee any indemnification or
payment in respect of any tax consequences of any such exercise upon individual Holders. 45




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Section 5.03. Trustee Not Responsible for Recitals, Disposition of Securities or Application
of Proceeds Thereof.The recitals contained herein and in the Securities, except the Trustees
certificates of authentication, shall be taken as the statements of the Company, and the Trustee
assumes no responsibility for the correctness of the same. The Trustee makes no representation as
to the validity or sufficiency of this Indenture or of the Securities. The Trustee shall not be
accountable for the use or application by the Company of any of the Securities or of the proceeds
thereof. Section 5.04. Trustee and Agents May Hold Securities.The Trustee or any agent of the Company
or the Trustee, in its individual or any other capacity, may become the owner or pledgee of
Securities with the same rights it would have if it were not the Trustee or such agent and may
otherwise deal with the Company and receive, collect, hold and retain collections from the Company
with the same rights it would have if it were not the Trustee or such agent. Section 5.05. Moneys Held by Trustee.Subject to the provisions of Section 9.04 hereof, all
moneys received by the Trustee shall, until used or applied as provided herein or in the
Securities, be held in trust for the purposes for which they were received, but need not be
segregated from other funds except to the extent required by mandatory provisions of law. Neither
the Trustee nor any agent of the Company or the Trustee shall be under any liability for interest
on any moneys received by it hereunder. Section 5.06. Compensation and Indemnification of Trustee and Its Prior Claim.The Company
covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to,
such compensation in Dollars as shall from time to time be agreed in writing by the Company and the
Trustee (which shall not be limited by any provision of law in regard to the compensation of a
trustee of an express trust) and the Company covenants and agrees to pay or reimburse the Trustee
and each predecessor Trustee in Dollars upon its request for all reasonable expenses, disbursements
and advances incurred or made by or on behalf of it in accordance with any of the provisions of
this Indenture (including the reasonable compensation and the expenses and disbursements of its
counsel and of all agents and other Persons not regularly in its employ) except any such expense,
disbursement or advance as may arise from its negligence or bad faith. The Company also covenants
to indemnify the Trustee and each predecessor Trustee in Dollars for, and to hold each such Person
harmless against, any loss, liability or expense incurred without negligence or bad faith on such
Persons part, arising out of or in connection with the acceptance or administration of this
Indenture or the trusts hereunder and its duties hereunder, including the costs and expenses of
defending itself against or investigating any claim of liability in the premises. The obligations
of the Company under this Section 5.06 to compensate and indemnify the Trustee and each predecessor
Trustee and to pay or reimburse the Trustee and each predecessor Trustee for expenses,
disbursements and advances shall constitute additional indebtedness hereunder and shall survive the
satisfaction and discharge of this Indenture. Such additional indebtedness shall be 46




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a senior claim to that of the Securities upon all property and funds held or collected by the
Trustee as such, except funds held in trust for the benefit of the holders of particular
Securities, and the Securities are hereby subordinated to such senior claim. The parties hereto
agree that when the Trustee renders services following an Event of Default under Section 4.01(g) or
Section 4.01(g), compensation for such services is intended to constitute administrative expense
under applicable bankruptcy law. The provisions of this Section 5.06 shall survive the termination
and expiry of this Indenture, the payment of the Securities and the resignation or removal of the
Trustee. Section 5.07. Right of Trustee to Rely on Officers Certificate, etc.Subject to Sections 5.01
and 5.02, whenever in the administration of the trusts of this Indenture the Trustee shall deem it
necessary or desirable that a matter be proved or established prior to taking or suffering or
omitting any action hereunder, such matter (unless other evidence in respect thereof be herein
specifically prescribed) may, in the absence of negligence or bad faith on the part of the Trustee,
be deemed to be conclusively proved and established by an Officers Certificate delivered to the
Trustee, and such certificate, in the absence of negligence or bad faith on the part of the
Trustee, shall be full warrant to the Trustee for any action taken, suffered or omitted by it under
the provisions of this Indenture upon the faith thereof. Section 5.08. Persons Eligible for Appointment as Trustee.The Trustee hereunder shall at all
times be a corporation having a combined capital and surplus of at least US$50,000,000, and which
is eligible in accordance with the provisions of Section 310(a) of the Trust Indenture Act. If such
corporation publishes reports of condition at least annually, pursuant to law or to the
requirements of a Federal, State or District of Columbia supervising or examining authority, then
for the purposes of this Section 5.08, the combined capital and surplus of such corporation shall
be deemed to be its combined capital and surplus as set forth in its most recent report of
condition so published. Section 5.09.
Resignation and Removal; Appointment of Successor Trustee.(a) The Trustee may
at any time resign by giving written notice of resignation to the Company. Upon receiving such
notice of resignation, the Company shall promptly appoint a successor trustee by written instrument
in duplicate, executed by authority of the Board of Directors, one copy of which instrument shall
be delivered to the resigning Trustee and one copy to the successor trustee. If no successor
trustee shall have been so appointed and have accepted appointment within 30 days after the mailing
of such notice of resignation, the resigning trustee may petition any court of competent
jurisdiction for the appointment of a successor trustee, or any Securityholder who has been a bona
fide holder of a Security or Securities for at least six months may, on behalf of himself and all
others similarly situated, petition any such court for the appointment of a successor trustee. Such
court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a
successor trustee. 47




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(b) In case at any time any of the following shall occur: (i) the Trustee shall fail to comply with the provisions of Section 310(b) of
the Trust Indenture Act, after written request therefor by the Company or by any
Securityholder who has been a bona fide holder of a Security or Securities for at least
six months; or (ii) the Trustee shall cease to be eligible in accordance with the provisions of
Section 5.08 and shall fail to resign after written request therefor by the Company or by
any such Securityholder; or (iii) the Trustee shall become incapable of acting, or shall be adjudged a
bankrupt or insolvent, or a receiver or liquidator of the Trustee or of its property shall
be appointed, or any public officer shall take charge or control of the Trustee or of its
property or affairs for the purpose of rehabilitation, conservation or liquidation; then, in any such case, the Company may remove the Trustee and appoint a successor trustee by
written instrument, in duplicate, executed by order of the Board of Directors, one copy of which
instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or,
subject to Section 315(e) of the Trust Indenture Act, any Securityholder who has been a bona fide
holder of a Security or Securities for at least six months may on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and
the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it
may deem proper and prescribe, remove the Trustee and appoint a successor trustee. (c) The Holders of a majority in aggregate principal amount of the
Securities at the time Outstanding may at any time remove the Trustee and
appoint a successor trustee by delivering to the Trustee so removed, to the
successor trustee so appointed and to the Company the evidence provided for in
Section 6.01 of the action in that regard taken by the Securityholders. (d) Any resignation or removal of the Trustee and any appointment of a
successor trustee pursuant to any of the provisions of this Section 5.09 shall
become effective upon acceptance of appointment by the successor trustee as
provided in Section 5.10. (e) The Company shall give notice of each resignation and each
removal of the Trustee and each appointment of a successor trustee by mailing
written notice of such event by first-class mail, postage prepaid, to
Securityholders at their addresses as shown in the Security Register. Each notice
shall include the name and address of the principal corporate trust office of the
successor trustee. 48




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Section 5.10. Acceptance of Appointment by Successor Trustee.Any successor trustee appointed
as provided in Section 5.09 shall execute and deliver to the Company and to its predecessor trustee
an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the
predecessor trustee shall become effective and such successor trustee, without any further act,
deed or conveyance, shall become vested with all rights, powers, duties and obligations of its
predecessor hereunder, with like effect as if originally named as trustee herein; but,
nevertheless, on the written request of the Company or of the successor trustee, upon payment of
its charges then unpaid, the trustee ceasing to act shall, subject to Section 9.04, pay over to the
successor trustee all moneys at the time held by it hereunder and shall execute and deliver an
instrument transferring to such successor trustee all such rights, powers, duties and obligations.
Upon request of any such successor trustee, the Company shall execute any and all instruments in
writing for more fully and certainly vesting in and confirming to such successor trustee all such
rights and powers and thereafter the predecessor trustee shall have no further obligations under
this Indenture. Any trustee ceasing to act shall, nevertheless, retain a prior claim upon all
property or funds held or collected by such trustee to secure any amounts then due it pursuant to
the provisions of Section 5.06. Upon acceptance of appointment by a successor trustee as provided in this Section 5.10, the
Company shall mail notice thereof by first-class mail to the Holders of Securities at their last
addresses as they shall appear in the Security Register. If the acceptance of appointment is
substantially contemporaneous with the resignation, then the notice called for by the preceding
sentence may be combined with the notice called for by Section 5.09. If the Company fails to mail
such notice within 10 days after acceptance of appointment by the successor trustee, the successor
trustee shall cause such notice to be mailed at the expense of the Company. Section 5.11. Merger, Conversion, Consolidation or Succession to Business of Trustee.Any
corporation into which the Trustee may be merged or converted or with which it may be consolidated,
or any corporation resulting from any merger, conversion or consolidation to which the Trustee
shall be a party, or any corporation succeeding to the corporate trust business of the Trustee,
shall be the successor of the Trustee hereunder, providedthat such corporation shall be eligible
under the provisions of Section 5.08, without the execution or filing of any paper or any further
act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. In case at the time such successor to the Trustee shall succeed to the trusts created by this
Indenture any of the Securities shall have been authenticated but not delivered, any such successor
to the Trustee may adopt the certificate of authentication of any predecessor Trustee and deliver
such Securities so authenticated; and, in case at that time any of the Securities shall not have
been authenticated, any successor to the Trustee may authenticate such Securities either in the
name of any predecessor Trustee hereunder or in the name of the successor 49




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trustee; and in all such cases such certificate shall have the full force which it is anywhere in
the Securities or in this Indenture provided that the certificate of the Trustee shall have;
provided,that the right to adopt the certificate of authentication of any predecessor Trustee or
to authenticate Securities in the name of any predecessor Trustee shall apply only to its successor
or successors by merger, conversion or consolidation. Section 5.12. Paying and Transfer Agent and Security Registrar Liability.Except as otherwise
specifically provided herein, (i) all references in this Indenture to the Trustee shall be deemed
to refer to the Trustee in its capacity as Trustee and in its capacities as Security Registrar and
Paying and Transfer Agent and (ii) every provision of this Indenture relating to the conduct or
affecting the liability or offering protection, immunity or indemnity to the Trustee shall be
deemed to apply with the same force and effect to the Trustee acting in its capacities as Security
Registrar and Paying and Transfer Agent. ARTICLE 6Concerning the Securityholders Section 6.01. Evidence of Action Taken by Securityholders.Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by this Indenture to be
given or taken by Securityholders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Securityholders in person or by agent duly appointed in
writing; and, except as herein otherwise expressly provided, such action shall become effective
when such instrument or instruments are delivered to the Trustee. Proof of execution of any
instrument or of a writing appointing any such agent shall be sufficient for any purpose of this
Indenture and (subject to Sections 5.01 and 5.02) conclusive in favor of the Trustee and the
Company, if made in the manner provided in this Article 6. Section 6.02. Proof of Execution of Instruments and of Holding of Securities; Record Date.
Subject to Sections 5.01 and 5.02, the execution of any instrument by a Securityholder or his agent
or proxy may be proved in accordance with such reasonable rules and regulations as may be
prescribed by the Trustee or in such manner as shall be satisfactory to the Trustee. The holding of
Securities shall be proved by the Security Register or by a certificate of the Security Registrar,
providedthat the holding of a beneficial interest in a Global Security shall be proved by a
certificate or certificates of the Trustee, as custodian for the Depositary. The Company may set a
record date for purposes of determining the identity of holders of Securities entitled to vote or
consent to any action referred to in Section 6.01, which record date may be set at any time or from
time to time by notice to the Trustee, for any date or dates (in the case of any adjournment or
resolicitation) not more than 60 days nor less than ten days prior to the proposed date of such
vote or consent, and thereafter, notwithstanding any other provisions 50




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hereof, only holders of Securities of record on such record date shall be entitled to so vote or
give such consent or to withdraw such vote or consent. Section 6.03. Holders to Be Treated as Owners.The Company, the Trustee and any agent of the
Company or the Trustee may deem and treat the Person in whose name any Security shall be registered
upon the Security Register as the absolute owner of such Security (whether or not such Security
shall be overdue and notwithstanding any notation of ownership or other writing thereon) for the
purpose of receiving payment of or on account of the principal of and, subject to the provisions of
this Indenture, interest on such Security and for all other purposes; and neither the Company nor
the Trustee nor any agent of the Company or the Trustee shall be affected by any notice to the
contrary. All such payments so made to any such Person, or upon his order, shall be valid, and, to
the extent of the sum or sums so paid, effectual to satisfy and discharge the liability for moneys
payable upon any such Security. Section 6.04. Securities Owned by Company Deemed Not Outstanding.In determining whether the
Holders of the requisite aggregate principal amount of Securities have concurred in any direction,
consent or waiver under this Indenture, Securities which are owned by the Company or any other
obligor on the Securities or by any Person directly or indirectly controlling or controlled by or
under direct or indirect common control with the Company or any other obligor on the Securities
shall be disregarded and deemed not to be Outstanding for the purpose of any such determination,
except that for the purpose of determining whether the Trustee shall be protected in relying on any
such direction, consent or waiver only Securities as to which the Trustee has received written
notice are so owned shall be so disregarded. Securities so owned which have been pledged in good
faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee
the pledgees right so to act with respect to such Securities and that the pledgee is not the
Company or any other obligor upon the Securities or any Person directly or indirectly controlling
or controlled by or under direct or indirect common control with the Company or any other obligor
on the Securities. In case of a dispute as to such right, the advice of counsel shall be full
protection in respect of any decision made by the Trustee in accordance with such advice. Upon
request of the Trustee, the Company shall furnish to the Trustee promptly an Officers Certificate
listing and identifying all Securities, if any, known by the Company to be owned or held by or for
the account of any of the above-described Persons; and, subject to Sections 5.01 and 5.02, the
Trustee shall be entitled to accept such Officers Certificate as conclusive evidence of the facts
therein set forth and of the fact that all Securities not listed therein are Outstanding for the
purpose of any such determination. Section 6.05. Right of Revocation of Action Taken.At any time prior to (but not after) the
evidencing to the Trustee, as provided in Section 6.01, of the taking of any action by the Holders
of the percentage in aggregate principal amount of the Securities specified in this Indenture in
connection with such action, any Holders of a Security the serial number of which is shown by the 51




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evidence to be included among the serial numbers of the Securities the Holders of which have
consented to such action may, by filing written notice at the Corporate Trust Office and upon proof
of holding as provided in this Article 6, revoke such action so far as concerns such Security.
Except as aforesaid any such action taken by or on behalf of the holder of any Security shall be
conclusive and binding upon such holder and upon all future holders and owners of such Security and
of any Securities issued in exchange or substitution therefor, irrespective of whether or not any
notation in regard thereto is made upon any such Security. Any action taken by the Holders of the
percentage in aggregate principal amount of the Securities specified in this Indenture in
connection with such action shall be conclusively binding upon the Company, the Trustee and the
holders of all the Securities. ARTICLE 7Supplemental indentures Section 7.01. Supplemental Indentures without Consent of Securityholders.The Company and the
Trustee may from time to time and at any time enter into an indenture or indentures supplemental
hereto for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee
as security for the Securities any property or assets; (b) to evidence the succession of another corporation to the
Company, or successive successions, and the assumption by the successor
corporation of the covenants, agreements and obligations of the Company
pursuant to Article 8; (c) to add to the covenants of the Company such further
covenants, restrictions, conditions or provisions as the Company and the
Trustee shall consider to be for the protection of the Holders of Securities,
and to make the occurrence, or the occurrence and continuance, of a
default in any such additional covenants, restrictions, conditions or
provisions an Event of Default permitting the enforcement of all or any of
the several remedies provided in this Indenture as herein set forth;
provided,that in respect of any such additional covenant, restriction,
condition or provision such supplemental indenture may provide for a
particular period of grace after default (which period may be shorter or
longer than that allowed in the case of other defaults) or may provide for
an immediate enforcement upon such an Event of Default or may limit the
remedies available to the Trustee upon such an Event of Default or may
limit the right of the Holders of a majority in aggregate principal amount
of the Securities to waive such an Event of Default; 52




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(d) to cure any ambiguity or to correct or supplement any
provision contained herein or in any supplemental indenture which may be
defective or inconsistent with any other provision contained herein or in
any supplemental indenture; or to make such other provisions in regard to
matters or questions arising under this Indenture or under any
supplemental indenture as the Company may deem necessary or desirable
and which shall not adversely affect the interests of the holders of the
Securities; (e) surrendering any right or power conferred upon the
Company; (f) adding any additional events of default; provided that any
such additional event of default would not cause any Security to be in
default immediately upon any such addition; (g) evidencing and providing for the acceptance of appointment
of a successor trustee with respect to the Securities and to add to or change
any provisions of this Indenture that shall be necessary to provide for or
facilitate the administration of the trusts by more than one Trustee; and (h) modifying, eliminating or adding to the provisions of this Indenture to such
extent as shall be necessary to effect the qualification of this Indenture under the Trust
Indenture Act or under any similar federal statute hereafter enacted and to add to this
Indenture such other provisions as may be expressly permitted by the Trust Indenture Act. The Trustee is hereby authorized and directed to join in the execution of any such
supplemental indenture, to make any further appropriate agreements and stipulations which may be
therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any
property thereunder, but the Trustee shall not be obligated to enter into any such supplemental
indenture which affects the Trustees own rights, duties or immunities under this Indenture or
otherwise. Any supplemental indenture authorized by the provisions of this Section 7.01 may be
executed without the consent of the holders of any of the Securities at the time Outstanding,
notwithstanding any of the provisions of Section 7.02. Section 7.02. Supplemental Indentures with Consent of Securityholders.With the consent
(evidenced as provided in Article 6) of the Holders of not less than a majority in principal amount
of the Securities at the time Outstanding, the Company and the Trustee may, from time to time and
at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of this Indenture
or of any supplemental indenture or of modifying in any manner the rights of the holders of the
Securities; providedthat no such supplemental 53




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indenture shall (i) change the stated maturity of the Securities; (ii) reduce the principal amount
of, or any interest on, or additional amounts payable on, the Securities; (iii) change the place or
currency in which the Securities are payable; or (iv) impair the right to institute suit for the
enforcement of any payment on or with respect to any Security; or (v) reduce the above-stated
percentage of aggregate principal amount of the Securities outstanding or reduce the quorum
requirements or the percentage of votes required for entering into any supplemental indenture or
for any modification to the provision relating to modification and waiver, without the consent of
the Holders of all Securities then Outstanding. Upon the written request of the Company, and upon the filing with the Trustee of evidence of
the consent of Securityholders and other documents, if any, required by Section 6.01, the Trustee
shall join with the Company in the execution of such supplemental indenture unless such
supplemental indenture affects the Trustees own rights, duties or immunities under this Indenture
or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter
into such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section 7.02 to
approve the particular form of any proposed supplemental indenture, but it shall be sufficient if
such consent shall approve the substance thereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture
pursuant to the provisions of this Section 7.02, the Company shall, or shall direct the Trustee to,
mail a notice thereof by first-class mail to the Holders of Securities at their addresses as they
shall appear on the Security Register, setting forth in general terms the substance of such
supplemental indenture. Any failure of the Company or the Trustee, as the case may be, to mail such
notice, or any defect therein, shall not, however, in any way impair or affect the validity of any
such supplemental indenture. Section 7.03. Effect of Supplemental Indenture.Upon the execution of any supplemental
indenture pursuant to the provisions hereof, this Indenture shall be and be deemed to be modified
and amended in accordance therewith and the respective rights, limitations of rights, obligations,
duties and immunities under this Indenture of the Trustee, the Company and the holders of
Securities shall thereafter be determined, exercised and enforced hereunder subject in all respects
to such modifications and amendments, and all the terms and conditions of any such supplemental
indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any
and all purposes. Section 7.04. Documents to Be Given to Trustee.The Trustee, subject to the provisions of
Sections 5.01 and 5.02, may receive an Officers Certificate and an Opinion of Counsel stating that
the execution and delivery of such supplemental indenture is authorized or permitted by this
Indenture as conclusive 54




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evidence that any such supplemental indenture complies with the applicable provisions of this
Indenture. Section 7.05. Notation on Securities in Respect of Supplemental Indentures.Securities
authenticated and delivered after the execution of any supplemental indenture pursuant to the
provisions of this Article 7 may bear a notation in form approved by the Trustee as to any matter
provided for by such supplemental indenture. If the Company shall so determine, new Securities so
modified as to conform, in the opinion of the Trustee and the Company, to any modification of this
Indenture contained in any such supplemental indenture may be prepared and executed by the Company,
authenticated by the Trustee and delivered in exchange for the Securities then Outstanding. Section 7.06. Conformity with Trust Indenture Act.Every supplemental indenture executed
pursuant to this Article 7 shall conform to the requirements of the Trust Indenture Act as then in
effect. ARTICLE 8Consolidation, Merger, Sale or
Conveyance Section 8.01. Covenant Not to Merge, Consolidate, Sell or Convey Property Except Under
Certain Conditions. The Company, without the consent of the Holders of any of the Securities, may consolidate
or merge into, or sell, transfer, lease or convey its or its Restricted Subsidiarys assets, which
individually or in the aggregate shall constitute substantially all of the assets of the Company on
a consolidated basis as an entirety, in one or more related transactions, to any corporation
organized under the laws of the Republic; providedthat (a) any successor corporation shall
expressly assume, by an agreement supplemental hereto executed and delivered to the Trustee, the
due and punctual payment of the principal of and interest on the Securities, and any Additional
Amounts, according to their tenor, and the due and punctual performance and observance of all of
the covenants and conditions of this Indenture and the Securities on the part of the Company to be
performed or observed; (b) immediately after giving effect to such transaction, no Event of
Default, and no event (other than an event described under paragraph (f) of Section 4.01) which,
after notice or lapse of time or both, would become an Event of Default, shall have occurred and be
continuing; (c) if, as a result of any such consolidation or merger or such sale, transfer, lease
or conveyance, properties or assets of the Company or a Restricted Subsidiary would become subject
to a Lien which would not be permitted by this Indenture, the Company or such successor
corporation, as the case may be, shall take such steps as shall be necessary effectively to secure
the Securities (together with, if the Company shall so determine, any other indebtedness of the
Company or such Subsidiary then existing or thereafter created which is not subordinate to the
Securities) equally and ratably with (or prior to) all indebtedness secured by such Liens; and (d)
the 55




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Company has delivered to the Trustee an Officers Certificate and an opinion of counsel as to
matters of law stating that such consolidation, merger, sale, transfer, lease or conveyance and, if
a supplemental indenture is required in connection with such transaction, such supplemental
indenture comply with this Indenture and the Securities and that all conditions precedent herein
provided for relating to such transaction have been complied with. Section 8.02. Successor Corporation Substituted.In case of any such consolidation, merger,
sale, transfer, lease or conveyance, and following such an assumption by the successor corporation,
such successor corporation shall succeed to and be substituted for the Company, with the same
effect as if it had been named herein. Such successor corporation may cause to be signed, and may issue either in its own name or in
the name of the Company prior to such succession any or all of the Securities issuable hereunder
which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon
the order of such successor corporation, instead of the Company, and subject to all the terms,
conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall
deliver any Securities which previously shall have been signed and delivered by the officers of the
Company to the Trustee for authentication, and any Securities which such successor corporation
thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the
Securities so issued shall in all respects have the same legal rank and benefit under this
Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this
Indenture as though all of such Securities had been issued at the date of the execution hereof. In case of any such consolidation, merger, sale, transfer, lease or conveyance such changes in
phraseology and form (but not in substance) may be made in the Securities thereafter to be issued
as may be appropriate. In the event of any such sale, transfer or conveyance (other than a conveyance by way of
lease) by the Company or any successor corporation which shall theretofore have become such
successor corporation in the manner described in this Article 8, the Company or such corporation,
as the case may be, shall be discharged from all obligations and covenants under this Indenture and
the Securities and may be liquidated and dissolved. ARTICLE 9Defeasance Section 9.01. Defeasance Upon Deposit Of Monies Or Government Obligations.At the
Companys option, the Company shall cease to be under any obligation to comply with any term,
provision or condition set forth in Section 3.10, Section 3.11, Section 3.12 and Section 8 of this
Indenture, and, insofar as 56




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such Sections requires compliance with Section 3.10, Section 3.11, Section 3.12 and Section 8 of
this Indenture, noncompliance with such provisions shall not give rise to any Event of Default
under Section 4.0 l(c) (covenant defeasance)with respect to the Securities at any time after the
applicable conditions set forth below have been satisfied: (i) the Company shall have deposited or caused to be deposited irrevocably with
the Trustee as trust funds in trust, specifically pledged as security for, and dedicated
solely to, the benefit of the Holders of the Securities (1) cash in United States Dollars
in an amount, or (2) U.S. Government Obligations (as defined in Section 9.05 below) which
through the payment of interest thereon and principal thereof in accordance with their
terms will provide, not later than the due date of any payment, cash in United States
Dollars in an amount, or (3) a combination of (1) and (2) above, sufficient, in the
opinion (with respect to (2) and (3) above) of an internationally recognized firm of
independent public accountants expressed in a written certification thereof delivered to
such trustee, to pay and discharge all the principal of, and each installment of interest
on, the Securities outstanding on the dates such payments of interest or principal are
due; (ii) no Event of Default or event which, with notice or lapse of time or both, would
become an Event of Default under Section 4.01 (e) or Section 4.01 (f) of the Securities
shall have occurred and be continuing on the date of such deposit; (iii) the Company shall have delivered to the Trustee an opinion of recognized
tax counsel in the United States reasonably acceptable to the Trustee to the effect that
the Holders of Securities outstanding will not recognize income, gain or loss for U.S.
federal income tax purposes as a result of such covenant defeasance and will be subject to
U.S. federal income tax on the same amounts, in the same manner and at the same times as
would have been the case if such covenant defeasance had not occurred; (iv) the Company shall have delivered to the Trustee an opinion of counsel in
the Republic to the effect that such deposit and related covenant defeasance will not
cause the Holders of Securities, other than Holders who are or who are deemed to be
residents of the Republic or use or hold or are deemed to use or hold their Securities in
carrying on a business in the Republic, to recognize income, gain or loss for Korean
income tax purposes, and to the effect that payments out of the trust fund will be free
and exempt from any and all withholding and other income taxes of whatever nature of the
Republic or any province or political subdivision thereof or therein having power to tax,
except in the case of Securities beneficially owned (x) by a person who is or is deemed to
be a resident of the Republic or (y) by a person who uses or holds or is deemed 57




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to use or hold such Securities in carrying on a business in the Republic; and (v) the Company shall have delivered to the Trustee an Officers Certificate and
an opinion of counsel, each stating that all conditions precedent provided for relating to
the covenant defeasance have been complied with. Section 9.02. Application By Trustee Of Funds Deposited For Payment Of Securities.Subject to
Sections 9.03 and 9.04, all monies and U.S. Government Obligations deposited with the Trustee
pursuant to Section 9.01 shall be held in trust and applied by it to the payment, either directly
or through any paying agent (including the Company acting as its own paying agent), to the Holders
of the Securities for the payment or redemption of which such monies and U.S. Government
Obligations have been deposited with the Trustee, of all sums due and to become due thereon for
principal and interest. Such money need not be segregated from other funds except to the extent
required by law. Anything in this Section 9 to the contrary notwithstanding, the Trustee shall deliver or pay
to the Company from time to time upon its order any money or U.S. Government Obligations (or other
property and any proceeds therefrom) held by it as provided in Section 9.02 which, in the opinion
of an internationally recognized firm of independent public accountants expressed in a written
certification thereof delivered to such trustee, are in excess of the amount thereof which would
then be required to be deposited to effect an equivalent covenant defeasance in accordance with
this Section 9. Section 9.03. Repayment Of Monies Held By Trustee.After the satisfaction and discharge of the
Companys obligations under this Indenture all monies then held by the Trustee or any other agent
under the provisions of this Indenture shall, upon written demand of the Company, be repaid to it
and thereupon such agent shall be released from all further liability with respect to such monies. Section 9.04. Return Of Unclaimed Monies Held By Trustee And Paying Agent.Any monies
deposited with or paid to the Trustee or any paying agent for the payment of the principal of or
interest on any Security and not applied but remaining unclaimed for two years after the date upon
which such principal or interest shall have become due and payable, shall, unless otherwise
required by mandatory provisions of applicable escheat or abandoned or unclaimed property law, be
repaid to the Company by such Trustee or such paying agent, and the Holder of such Security shall,
unless otherwise required by mandatory provisions of applicable escheat or abandoned or unclaimed
property laws, thereafter look only to the Company for any payment which such Holder may be
entitled to collect, and all liability of such Trustee or any paying agent with respect to such
monies shall thereupon cease. 58




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ARTICLE 10Redemption Of Securities Section 10.01. Optional Redemption Due To Changes In Tax Treatment.The Securities may be
redeemed at the option of the Company, in whole, but not in part, upon not less than 30 nor more
than 60 days notice to the Holders and 45 days notice to the Trustee (unless, with respect to
notice to the Trustee, a shorter period shall be satisfactory to the Trustee), at any time at a
redemption price equal to 100% of the aggregate outstanding principal amount of the Securities,
plus accrued interest to (but excluding) the Redemption Date if, as a result of any change in or
amendment to the laws of the Republic (or of any political subdivision or taxing authority thereof
or therein) or any regulations or rulings promulgated thereunder or any change in the official
interpretation or official application of such laws, regulations or rulings, which change or
amendment becomes effective on or after the Closing Date, the Company is or would be obligated on
the next succeeding due date for a payment with respect to the Securities to pay Additional Amounts
(as described in Section 3.05) with respect to the Securities and such obligation cannot be avoided
by the use of reasonable measures available to the Company; provided, however,that (a) no such
notice of redemption may be given earlier than 60 days prior to the earliest date on which the
Company would be obligated to pay such Additional Amounts, (b) at the time such notice of
redemption is given, such obligation to pay such Additional Amounts remains in effect, and (c) if
the date of such redemption falls prior to the final maturity date (November 13, 2008) of the
Senior Secured Credit Facility, no such redemption notice may be given unless the Company obtains
the waiver of the lenders required for such redemption pursuant to the terms of the Senior Secured
Credit Facility. Additional amounts are payable (except as described in Section 3.05), if deduction
or withholding in respect of payments of principal of, or interest or premium (if any) on, the
Securities is required by law for or on account of any present or future taxes, duties, assessments
or governmental charges of whatever nature imposed or levied by or on behalf of the Republic or by
or within any political subdivision thereof or any authority therein having power to tax. Prior to
the giving of notice of such redemption of the Securities, the Company shall deliver to the Trustee
a certificate stating that the Company is entitled to effect such redemption and setting forth a
statement of facts showing that the conditions precedent to the right of redemption have occurred,
together with an opinion of counsel to the effect that such a change in, or amendment to the laws
of the Republic (or any political subdivision or taxing authority thereof or therein) or any
regulations or rulings promulgated thereunder or any change in the official interpretation or
official application of such laws, regulations or rulings, has occurred. Section 10.02. Notice Of Optional Redemption.Notice of optional redemption pursuant to
Section 10.01 to the Holders shall be given by mailing notice of such redemption by first class
mail, postage prepaid, at least 30 days and not more than 60 days prior to the Redemption Date to
the Holders of Securities 59




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at their last addresses as they shall appear upon the Security Register; provided, however,that
(a) no such notice of redemption may be given earlier than 60 days prior to the earliest date on
which the Company would be obligated to pay such Additional Amounts, and (b) at the time such
notice of redemption is given, such obligation to pay such Additional Amounts shall remain in
effect. Any notice which is mailed in the manner herein provided shall be conclusively presumed to
have been duly given, whether or not the holder received the notice. Failure to give notice by
mail, or any defect in the notice to the holder of any Security designated for redemption as a
whole shall not affect the validity of the proceedings for the redemption of any other Security. Any notice of optional redemption delivered to Holders shall specify the principal amount of
the Securities held by each Holder to be redeemed, the Redemption Date, the redemption price, the
place or places of payment, that payment will be made upon presentation and surrender of such
Securities, that interest accrued to the Redemption Date will be paid as specified in said notice,
that on and after said date interest thereon will cease to accrue and the CUSIP or CINS numbers, if
any, relating to such Securities. Any notice of optional redemption of Securities by the Company shall be given by the Company
or, at the Companys request, by the Trustee in the name and at the expense of the Company. At or prior to 10:00 A.M. New York time on the Business Day immediately prior to the
Redemption Date specified in the notice of redemption given as provided in this Article 10, the
Company will deposit with the Trustee or with one or more paying agents (or, if the Company is
acting as its own paying agent, set aside, segregate and hold in trust as provided in Section 3.04)
an amount of money in immediately available funds sufficient to redeem on the Redemption Date all
the Securities so called for redemption at the appropriate redemption price, together with accrued
interest to the Redemption Date. Section 10.03. Payment of Securities Called for Redemption.If notice of redemption has been
given as providedabove, the Securities shall become due and payable on the date and at the place
stated in such notice at the applicable redemption price, together with interest accrued to the
Redemption Date, and on and after said date (unless the Company shall default in the payment of
such Securities at the redemption price, together with interest accrued to said date) interest on
the Securities shall cease to accrue and, except as provided in Section 5.05, such Securities shall
cease, from and after the Redemption Date, to be entitled to any benefit or security under this
Indenture, and the holders thereof shall have no right in respect of such Securities except the
right to receive the redemption price thereof and unpaid interest to the Redemption Date. On
presentation and surrender, or delivery of such Securities through the applicable DTC procedures,
at a place of payment specified in said notice, said Securities shall be paid and redeemed by the
Company at the applicable redemption price, 60




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together with interest accrued thereon to the Redemption Date; providedthat any semi-annual
payment of interest becoming due on the Redemption Date shall be payable to the Holders of such
Securities registered as such on the relevant record date subject to the terms and provisions of
Section 2.04 hereof. If any Security called for redemption shall not be so paid upon surrender thereof for
redemption, the principal and premium, if any, shall, until paid or duly provided for, bear
interest from the Redemption Date at the rate borne by the Security. ARTICLE 11Miscellaneous Provisions Section 11.01. Limitation of Individual Liability.No recourse under or upon any
Security, covenant or agreement contained in this Indenture or in any Security, or for any claim
based thereon or otherwise in respect thereof, shall be had against any incorporator, stockholder,
officer or director, as such, past, present or future, of the Company or any successor corporation,
either directly or through the Company, whether by virtue of any constitution, statute or rule of
law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood
that this Indenture and the obligations issued hereunder are solely corporate obligations, and that
no such personal liability whatsoever shall attach to, or is or shall be incurred by, the
incorporators, stockholders, officers of directors, as such, of the Company or any successor
corporation, or any of them, because of the creation of the indebtedness hereby authorized, or
under or by reason of the obligations, covenants or agreements contained in this Indenture or in
the Securities or implied therefrom; and that any and all such personal liability of every name and
nature, either at common law or in equity or by constitution or statute, of, and any and all such
rights and claims against, every such incorporator, stockholder, officer or director, as such,
because of the creation of the indebtedness hereby authorized, or under or by reason of the
obligations, covenants or agreements contained in this Indenture or in the Securities or implied
therefrom, are hereby expressly waived and released as a condition of, and as a consideration for,
the execution of this Indenture and the issuance of the Securities. Section 11.02. Benefits of Indenture.Nothing in this Indenture or in the Securities,
expressed or implied, shall give or be construed to give to any Person, other than the parties
hereto and their successors and the holders of the Securities, any benefit or any legal or
equitable right, remedy or claim under this Indenture. Section 11.03. Successors and Assigns.All covenants and agreements in this Indenture by the
parties hereto shall bind their respective successors and assigns and inure to the benefit of their
permitted successors and assigns, whether so expressed or not. 61




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Section 11.04. Notices and Demands on Company, Trustee and Securityholders.Any notice or
demand which by any provision of this Indenture is required or permitted to be given or served by
the Trustee or by the Holders of Securities to or on the Company may be given or served by being
deposited postage prepaid, first-class mail (except as otherwise specifically provided herein)
addressed (until another address of the Company is filed by the Company with the Trustee) to
hanarotelecom incorporated, Shindonga Fire & Marine Insurance Building, Tae-pyong-ro 2-43,
Chung-gu, Seoul 100-733, Korea, Attention: Yun-Ho Kim, telephone: 822-6266-4570, fax: 822 6266
2372. Any notice, direction, request or demand by the Company or any Securityholder to or upon the
Trustee shall be deemed to have been sufficiently given or made, for all purposes, if given or made
in writing at the Corporate Trust Office, Deutsche Bank Trust Company Americas, Attention: Trust
and Securities Services, telephone: 1-212-250-2157, fax: 732-578-4635. Any such notice or demand to be given or served by the Trustee to or on the Company, and any
such notice, direction, request or demand by the Company to or upon the Trustee, may be transmitted
by facsimile transmission and confirmed by guaranteed overnight courier. Where this Indenture provides for notice to Holders, such notice shall be sufficiently given
(unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid,
to each Holder entitled thereto, at the last address that appears in the Security Register. In any
case where notice to Holders is given by mail, neither the failure to mail such notice, nor any
defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such
notice with respect to other Holders and any notice that is mailed in the manner herein provided
shall be conclusively presumed to have been duly given. Where this Indenture provides for notice in
any manner, such notice may be waived in writing by the Person entitled to receive such notice,
either before or after the event, and such waiver shall be the equivalent of such notice. Waivers
of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition
precedent to the validity of any action taken in reliance upon such waiver. In case, by reason of the suspension of or irregularities in regular mail service, it shall be
impracticable to mail notice to the Company and Securityholders when such notice is required to be
given pursuant to any provision of this Indenture, then any manner of giving such notice as shall
be satisfactory to the Trustee shall be deemed to be a sufficient giving of such notice. Section 11.05. Officers Certificates and Opinions of Counsel; Statements to be Contained
Therein.Upon any application or request by the Company to the Trustee to take any action under any
provision of this Indenture, the Company shall furnish to the Trustee an Officers Certificate
stating that all conditions precedent, if any, provided for in this Indenture relating to the
proposed action have been complied with and an Opinion of Counsel stating that in the opinion of 62




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such counsel all such conditions precedent, if any, have been complied with, except that in
the case of any such application or request as to which the furnishing of such documents is
specifically required by any provision of this Indenture relating to such particular
application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided
for in this Indenture shall include: (a) a statement that each individual signing such certificate or opinion
has read such covenant or condition and the definitions herein relating thereto; (b) a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such certificate
or opinion are based; (c) a statement that, in the opinion of each such individual, such
individual has made such examination or investigation as is necessary to enable
such individual to express an informed opinion as to whether or not such covenant
or condition has been complied with; and (d) a statement as to whether, in the opinion of each such individual,
such condition or covenant has been complied with. In any case where several matters are required to be certified by, or covered by an opinion
of, any specified Person, it is not necessary that all such matters be certified by, or covered by
the opinion of, only one such Person, or that they be so certified or covered by only one document,
but one such Person may certify or give an opinion with respect to some matters and one or more
other such Persons as to other matters, and any such Person may certify or give an opinion as to
such matters in one or several documents. Any certificate, statement or opinion of an officer of the Company may be based, insofar as it
relates to legal matters, upon a certificate or opinion of or representations by counsel, unless
such officer knows that the certificate or opinion or representations with respect to the matters
upon which his certificate, statement or opinion may be based as aforesaid are erroneous, or in the
exercise of reasonable care should know that the same are erroneous. Any certificate, statement or
opinion of counsel may be based, insofar as it relates to factual matters, on information which is
in the possession of the Company, upon the certificate, statement or opinion of or representations
by an officer or officers of the Company, unless such counsel knows that the certificate, statement
or opinion or representations with respect to the matters upon which his certificate, statement or
opinion may be based as aforesaid are erroneous, or in the exercise of reasonable care should know
that the same are erroneous. 63




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Any certificate, statement or opinion of an officer of the Company or of counsel may be based,
insofar as it relates to accounting matters, upon a certificate or opinion of or representations by
an accountant or firm of accountants in the employ of the Company, unless such officer or counsel,
as the case may be, knows that the certificate or opinion or representations with respect to the
accounting matters upon which his certificate, statement or opinion may be based as aforesaid are
erroneous, or in the exercise of reasonable care should know that the same are erroneous. Any certificate or opinion of any independent firm of public accountants filed with the
Trustee shall contain a statement that such firm is independent. For the purposes hereof the term
independentwhen used with respect to any specified firm of public accountants means such a firm
which (1) is in fact independent, (2) does not have any direct financial interest or any material
indirect financial interest in the Company or in any other obligor upon the Securities or in any
Affiliate of the Company or of such other obligor, and (3) is not connected with the Company or
such other obligor or any Affiliate of the Company or of such other obligor, as an officer,
employee, promoter, underwriter, trustee, partner, director or person performing similar functions,
but such firm may be the regular auditors employed by the Company. Where any Person is required to make, give or execute two or more applications,
requests, consents, certificates, statements, opinions or other instruments under this
Indenture, they may, but need not, be consolidated and form one instrument. Section 11.06. Payments Due on Saturdays, Sundays and Holidays.If any Interest Payment Date
(other than the maturity date or any earlier redemption or repayment date) would fall on a day that
is not a Business Day, such Interest Payment Date will be the next succeeding Business Day, except
that if such Business Day is in the next succeeding calendar month, such Interest Payment Date
shall be the immediately preceding day that is a Business Day. If the maturity date or any earlier
redemption or repayment date would fall on a day that is not a Business Day, the payment of
principal, premium (if any) and interest will be made on the next succeeding Business Day, and no
interest on such payment shall accrue for the period from and after such maturity, redemption or
repayment date, as the case may be. Section 11.07. Judgments.The Company agrees that: (a) the obligation of the Company to pay
the principal of, and interest and premium (if any) on, the Securities in Dollars is of the essence
and to the fullest extent possible under applicable law, judgments in respect of the Securities
shall be given in Dollars, (b) the obligation of the Company to make payments in Dollars of the
principal of, and interest and premium (if any) on, the Securities shall, notwithstanding any
payment in any other currency (whether pursuant to a judgment or otherwise), be discharged only to
the extent of the amount in Dollars that the Holder receiving such payment may, in accordance with
normal banking procedures, purchase with 64




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the sum paid in such other currency (after any premium and cost of exchange) on the business day in
the United States immediately following the day on which such Holder receives such payment; (c) if
the amount in Dollars that may be so purchased for any reason falls short of the amount originally
due, the Company shall pay such additional amounts as may be necessary to compensate for such
shortfall; and (d) any obligation of the Company not discharged by such payment shall be due as a
separate and independent obligation and, until discharged as provided herein, shall continue in
full force and effect. Section 11.08. No Security Interest Created.Nothing in this Indenture or in the Securities,

express or implied, shall be construed to constitute a security interest under the Uniform
Commercial Code or similar legislation, as now or hereafter enacted and in effect in any
jurisdiction where property of the Company or its Subsidiaries is or may be located. Section 11.09. Conflict of Any Provision of Indenture with Trust Indenture Act.If and to the
extent that any provision of this Indenture limits, qualifies or conflicts with another provision
included in this Indenture by any of the provisions of the Trust Indenture Act (an incorporated
provision),such incorporated provision shall control. Section 11.10. Governing Law; Judicial Assistance. (a) This Indenture and the Securities shall be construed in accordance


with and governed by the laws of the State of New York. (b) As long as any of the Securities remain Outstanding, the Company
will at all times have an authorized agent in New York City, upon whom process
may be served in any legal action or proceeding arising out of or relating to this
Indenture or the Securities. Service of process upon such agent and written notice
of such service mailed or delivered to the Company shall to the fullest extent
permitted by law be deemed in every respect effective service of process upon the
Company in any such legal action or proceeding. The Company hereby appoints
CT Corporation as its agent for such purpose, and covenants and agrees that
service of process in any suit, action or proceeding may be made upon it at the
office of such agent at 111 Eighth Avenue, 13th Floor, New York, N.Y. 10011,
U.S.A. Notwithstanding the foregoing, the Company may, with prior written
notice to the Trustee, terminate the appointment of CT Corporation and appoint
another agent for the above purposes so that the Company shall at all times have
an agent for the above purposes in New York City. Section 11.11. Counterparts.This Indenture may be executed in any number of counterparts,
each of which shall be an original; but such counterparts shall together constitute but one and the
same instrument. 65




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Section 11.12. Effect of Headings.The Article and Section headings herein and the Table of
Contents are for convenience only and shall not affect the construction hereof. Section 11.13. Separability Clause.In case any provision in this Indenture or in the
Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby. Section 11.14. Submission to Jurisdiction; Waiver of Immunity.The Company hereby irrevocably
and unconditionally submits to the nonexclusive jurisdiction of any United States federal or New
York State court located in the Borough of Manhattan, The City of New York over any suit, action or
proceeding arising out of or relating to this Indenture or the Securities. The Company irrevocably
and unconditionally waives, to the fullest extent permitted by law, any objection which it may now
or hereafter have to the laying of the venue of any such suit, action or proceeding brought in such
a court and any claim that any such suit, action or proceeding brought in such a court has been
brought in an inconvenient forum. To the extent that the Company has or hereafter may acquire any
immunity from jurisdiction of any court or from any legal process with respect to itself or its
property, the Company irrevocably waives such immunity in respect of its obligations hereunder or
under the Securities. The Company hereby irrevocably waives, to the fullest extent permitted by
applicable law, any and all right to trial by jury in any legal proceeding out of or relating to
this Indenture, the Securities or the transactions contemplated thereby. The Company agrees that
final judgment in any such suit, action or proceeding brought in such a court shall be conclusive
and binding upon the Company and, to the extent permitted by applicable law, may be enforced in any
court to the jurisdiction of which the Company is subject by a suit upon such judgment or in any
manner provided by law, provided that service of process is effected upon the Company in the manner
specified in Section 11.10(b) or as otherwise permitted by law. Said designation and appointment
shall be irrevocable until this Indenture shall have been satisfied and discharged in accordance
with Article 9. Section 11.15. Other Businesses by Trustee.The Trustee and its affiliates shall be permitted
to engage in business and contractual relationships with the Company and its subsidiaries separate
and apart from this Indenture and the Securities and profit therefrom without being obliged to
account for such profits. ARTICLE 12Other Agreements Of The Company Section 12.01. Payment Of Stamp Taxes And Other Duties.Unless otherwise agreed by
the Company and the Trustee, the Company will pay all stamp or other documentary taxes and
other duties, if any, to which, under 66




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applicable law, this Indenture or the original issuance of the Securities may be subject. Section 12.02. Provision Of Securities.The Company will execute and deliver to the Trustee
Securities (duly executed as provided herein and therein) in such amounts and at such times as to
enable the Trustee to fulfill its responsibilities under this Indenture and such Securities. ARTICLE 13Securityholders Meeting Section 13.01. SecurityholdersMeeting. (a) The Company may at any time call a meeting of the Securityholders,
such meeting to be held at such time and at such place as the Company shall
determine. Notice of any meeting of Securityholders, setting forth the time and
place of such meeting and in general terms the action proposed to be taken at such
meeting, shall be mailed to such Securityholders at their respective addresses as
they appear in the Security Register at least once, the first mailing or publication
to be not less than 20 nor more than 60 days prior to the date fixed for the
meeting. To be entitled to vote at any meeting of Securityholders a Person shall
be (i) a Holder of one or more Securities as of the relevant record date determined
pursuant to Section 6.02 (including any beneficial owner) or (ii) a Person
appointed by an instrument in writing as proxy by such a Holder of one or more
Securities. The only Persons who shall be entitled to be present or to speak at any
meeting of Securityholders shall be the Persons entitled to vote at such meeting
and their counsel and any representatives of the Company or the Trustee and their
respective counsel. (b) One or more Persons holding or representing a majority in aggregate
principal amount of the Securities at the time Outstanding and entitled to vote at
such meeting shall constitute a quorum at a meeting convened for the purposes
referred to in Section 7.02. At a meeting duly convened and at which a quorum is
present as aforesaid, any resolution to modify, waive or amend, or to ensure
compliance with, any of the covenants or conditions referred to above shall,
subject to Section 7.02, be effectively passed if passed by the persons entitled to
vote a majority in principal amount of Securities at the time Outstanding. No
business shall be transacted in the absence of a quorum, unless a quorum is
present when the meeting is called to order. In the absence of a quorum within
thirty minutes of the time appointed for any such meeting, the meeting may be
adjourned for a period of not less than ten days as determined by the chairman of
the meeting. Notice of the reconvening of any adjourned meeting shall be given
as provided above except that such notice need be given only once but must be
given not less than five days prior to the date on which the meeting is scheduled
to be reconvened. Notice of the reconvening of an adjourned meeting shall state 67




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expressly the percentage of the aggregate principal amount of the outstanding Securities that shall
constitute a quorum. (c) Any Securityholder who has executed an instrument in writing
appointing a person as proxy shall be deemed to be present for the purposes of
determining a quorum and be deemed to have voted; providedthat such
Securityholder shall be considered as present or voting only with respect to the
matters covered by such instrument in writing. Any resolution passed or decision
taken at any meeting of Securityholders duly held in accordance with this Section
shall be binding on all Securityholders whether or not present or represented at
the meeting. (d) The appointment of any proxy shall be proved by having the
signature of the person executing the proxy guaranteed by any bank, banker, trust
company or London or New York Stock Exchange member firm satisfactory to
the Company. The Securityholders shall be proved by the Security Register
maintained in accordance with Section 2.06 or by a certificate or certificates of
the Trustee, provided that the holding of a beneficial interest in a Global Security
shall be proved by a certificate or certificates of the Trustee, as custodian for the
Depositary. (e) The Company shall appoint a temporary chairman of the meeting. A
permanent chairman and a permanent secretary of the meeting shall be elected by
vote of the Holders of a majority in aggregate principal amount of the Securities
represented at the meeting. At any meeting each Securityholder or proxy shall be
entitled to one vote for each US$1,000 initial principal amount of Securities held
or represented by it; providedthat no vote shall be cast or counted at any meeting
in respect of any Security challenged as not Outstanding and ruled by the
chairman of the meeting to be not Outstanding. The chairman of the meeting shall
have no right to vote except as a Securityholder or proxy. Any meeting of
Securityholders duly called at which a quorum is present may be adjourned from
time to time, and the meeting may be held as so adjourned without further notice. The vote upon any resolution submitted to any meeting of Securityholders shall be by written
ballot on which shall be subscribed the signatures of the Securityholders or proxies and on which
shall be inscribed the serial number or numbers of the Securities held or represented by them. The
permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes
cast at the meeting for or against any resolution and who shall make and file with the secretary of
the meeting their verified written reports in duplicate of all votes cast at the meeting. A record
in duplicate of the proceedings of each meeting of Securityholders shall be prepared by the
secretary of the meeting and there shall be attached to said record the original reports of the
inspectors of votes on any vote by ballot taken thereat and affidavits by one or more persons
having knowledge of the facts setting forth a copy of the notice of the meeting and showing that
said notice was published as provided above. The record shall be signed and verified by the
permanent chairman and secretary of the meeting and 68




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one of the duplicates shall be delivered to the Company and the other to the Trustee to be
preserved by the Trustee, the latter to have attached thereto the ballots voted at the meeting. Any
record so signed and verified shall be conclusive evidence of the matters therein stated. (f) Notwithstanding anything to the contrary in this Article 13, the written consent of
the Holders of a majority in principal amount of the Outstanding Securities, delivered to the
Trustee pursuant to Section 11.04, shall be sufficient to take any action permitted to be taken by
the Securityholders at any such meeting. ARTICLE 14Purchase Of Securities Section 14.01. Purchase Of Securities.The Company may at any time purchase Securities by
tender (available to all Holders alike) or in the open market at any price. Securities purchased or
otherwise acquired by the Company may be held, resold or, at its discretion, surrendered to the
Trustee for cancellation. If the Company shall acquire any Securities, such acquisition shall not
operate as or be deemed for any purpose to be a satisfaction of the indebtedness represented by
such Securities unless and until such Securities are delivered to the Trustee for cancellation and
are cancelled and retired by the Trustee in accordance with the terms under this Indenture. 69




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IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly
executed as of February 1, 2005. HANAROTELECOM INCORPORATEDBy:
    
    /s/ Janice LeeName: Janice LeeTitle:   Chief Financial OfficerDEUTSCHE BANK TRUST COMPANY AMERICASas TrusteeBy:
    
    /s/ Rodney GaughanName: Rodney GaughanTitle:   Assistant Vice President
 70




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EXHIBIT A [FACE OF SECURITY] [ADD SECURITIES ACT LEGEND, IF APPLICABLE, AND GLOBAL
LEGEND] HANAROTELECOM INCORPORATED % Notes due 2012 No.
    
    
    
    US$
 
 HANAROTELECOM INCORPORATED., a corporation organized under the laws of the Republic of Korea
(herein called the Company, which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or registered
assigns
the principal sum of United States Dollars (US$) on February 1, 2012 at the office or agency of the Company maintained for that purpose in New
York in such coin or currency of the United States of America as at the time of payment shall be
legal tender for the payment of public and private debts, and to pay interest, semi-annually on
February 1 and August 1 of each year, commencing August 1, 2005
(each an Interest Payment Date),
and on maturity, the said principal sum at said office or agency, in like coin or currency, at the
rate per annum of 7% from the February 1 or August 1, as the case may be, next preceding the date
of this Security to which interest has been paid or duly provided for, unless the date hereof is a
date to which interest has been paid or duly provided for, in which case from the date of this
Security, or unless no interest has been paid or duly provided for on the Securities, in which case
from February 1, 2005 until payment of said principal sum has been made or duly provided for.
Notwithstanding the foregoing, if the date hereof is after the 15thcalendar day before
any February 1 or August 1, as the case may be, and before the following such February 1 or August
1, this Security shall bear interest from such February 1 or August 1; provided, however,that if
the Company shall default in the payment of interest due on such February 1 or August 1 (in either
case, as such date is extended by the period of grace set forth in the Indenture), then this
Security shall bear interest from the next preceding February 1 or August 1 to which interest has
been paid or duly provided for, or, if no interest has been paid or duly provided for on this
Security, from February 1, 2005. The interest so payable on any February 1 or August 1 will be paid
to the person in whose name this Security (or one or more predecessor Securities) is registered at
the close of business on the January 15 or July 15 (whether or not a Business Day), as the case may
be (each a Record Date), next preceding such Interest Payment Date; A-1




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providedthat interest payable upon maturity (other than upon earlier redemption) will be payable
to the Holder hereof; and provided furtherthat any such interest not punctually paid or duly
provided for shall accrue and be payable in the manner provided in the Indenture. Interest on the
Securities shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Reference is made to the further provisions of this Security set forth on the reverse hereof,
which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by or on behalf of the
Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled
to any benefit under the Indenture or be valid or obligatory for any purpose. A-2




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IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed by its
President. HANAROTELECOM INCORPORATEDBy:Name:Title:
 Trustees Certificate of Authentication This is one of the Securities
referred to in the
within-mentioned Indenture. Dated: February 1, 2005 DEUTSCHE BANK TRUST COMPANY AMERICAS,
as TrusteeBy:Authorized Signatory
 A-3




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[REVERSE OF SECURITY] HANAROTELECOM INCORPORATED 7% Notes due 2012 This Security is one of a duly authorized issue of debt securities of the Company, limited to
the initial aggregate principal amount of US$500,000,000 (except as otherwise provided in the
Indenture mentioned below), issued or to be issued pursuant to an Indenture dated as of February 1,
2005 (the Indenture), between the Company and Deutsche Bank Trust Company Americas, as Trustee
(herein called the Trustee, which term includes any successor trustee under the Indenture), to
which the Indenture and all indentures supplemental thereto reference is hereby made for a
description of the respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee and the Holders of the Securities and of the terms upon which the
Securities are and are to be, authenticated and delivered. All terms used and not otherwise defined
in this Security which are defined in the Indenture shall have the meanings assigned to them in the
Indenture. In case an Event of Default, as defined in the Indenture, shall have occurred and be
continuing, the principal of and accrued interest on all Securities may be declared, and upon such
declaration shall become, due and payable, in the manner, with the effect and subject to the
conditions provided in the Indenture. Upon the occurrence of a Change of Control Triggering Event, the Company will, within 30 days
following such date, make an Offer to Redeem all outstanding Securities at a Redemption Price equal
to 101% of the principal amount thereof, together with accrued and unpaid interest and Additional
Amounts, if any, to the date of redemption; providedthat any semi-annual payment of interest
becoming due on the Redemption Date shall be payable to the Holders of such Securities registered
as such on the relevant record date subject to the terms and provisions of Section 2.04 of the
Indenture. At or prior to 10:00 A.M. New York time on the Business Day immediately prior to the
Redemption Date specified in the notice of redemption given as provided in Section 3.12 of the
Indenture, the Company will deposit with the Trustee or with one or more paying agents (or, if the
Company is acting as its own paying agent, set aside, segregate and hold in trust as provided in
Section 3.04 of the Indenture) an amount of money in immediately available funds sufficient to
redeem on the Redemption Date all the Securities so called for redemption at the appropriate
Redemption Price, together with accrued interest to the Redemption Date. The Paying Agent will promptly pay to each Holder of Securities so tendered the
Redemption Price for such Securities in accordance with the A-4




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procedures described in Section 10.03 of the Indenture, and the Trustee will promptly authenticate
and mail (or cause to be transferred by book entry) to each Holder a new Security equal in
principal amount to any unredeemed portion of the Securities surrendered, if any. The Company will
publicly announce the results of the Offer to Redeem on or as soon as practicable after the
Redemption Date. The Company shall not be required to make a Change of Control Offer upon a Change of Control
Triggering Event if a third party makes an offer to redeem all outstanding Securities at the same
or a higher Redemption Price, at the same time and otherwise in substantial compliance with the
requirements otherwise required of the Company hereunder and such offerer redeems all Securities
validly tendered and not withdrawn under such Change of Control Offer. The Company will comply, to the extent applicable, with the requirements of Section 14(e) of
the U.S. Exchange Act and any other applicable securities laws or regulations in connection with
the redemption of Securities pursuant to Section 3.12 of the Indenture including any securities
laws of Singapore and the requirements of the Singapore Stock Exchange or any other securities
exchange on which the Securities are listed. To the extent that the provisions of any securities
laws or regulations conflict with provisions of this Indenture, the Company will comply with the
applicable securities laws and regulations and will not be deemed to have breached its obligations
under the provisions of this Indenture by virtue of the conflict. All payments of principal of, and interest and premium (if any) on, this Security by the
Company will be made without deduction or withholding for or on account of any Korean Tax (as
defined in Section 3.05 of the Indenture), subject to certain exceptions. References to principal of, or interest or premium (if any) on, this Security shall be deemed
to include any Additional Amounts which may be payable as set forth in Section 3.05 of the
Indenture. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Company and the rights of the Holders to be
affected thereby by the Company and the Trustee with the consent of the Holders of not less than a
majority in principal amount of the Securities at the time Outstanding. The Indenture also contains
provisions permitting the Holders of at least a majority in principal amount of the Securities at
the time Outstanding, on behalf of the Holders of all Securities, to waive compliance by the
Company with certain provisions of the Indenture and certain Events of Default under the Indenture
and their consequences. Any such consent or waiver by the Holder of this Security shall be
conclusive and binding upon such Holder and upon all future Holders of this Security and of any
Security issued upon the registration of transfer hereof, in A-5




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exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made
upon the Security. The Company may from time to time without notice to or the consent of the existing Holders,
create and issue additional securities under the Indenture having the same CUSIP numbers and the
same terms and conditions as the Securities in all respects except for issue date and issue price.
Any such additional securities issued will be consolidated with and form a single series with the
outstanding Securities. No reference herein to the Indenture and no provision of this Security or of the Indenture
shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay
the principal of, and interest and premium (if any) on, this Security at the times, place and rate,
and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the
transfer of this Security is registrable in the Security Register, upon surrender of this Security
for registration of transfer at the office or agency of the Companys agent in New York duly
endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the
Company, the Trustee and the Security Registrar duly executed by, the registered Holder hereof or
his attorney duly authorized in writing, and thereupon one or more new registered Securities, of
authorized denominations and of like tenor and aggregate principal amount, will be issued in the
name of the designated transferee or transferees. The Securities are issuable only in registered form (without coupons) in denominations of
US$50,000 and in integral multiples of US$1,000 in excess thereof. As provided in the Indenture and
subject to certain limitations therein set forth, Securities are exchangeable for a like aggregate
principal amount of Securities of a different authorized denomination, as requested by the Holder
surrendering the same. No service charge shall be made for any such registration of transfer or exchange except as
otherwise provided in the Indenture, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in whose name this
Security is registered as the owner hereof for all purposes of this Security, whether or not this
Security shall be overdue, and neither the Company, the Trustee nor any such agent of the Company
or the Trustee shall be affected by any notice to the contrary. A-6




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THIS SECURITY SHALL FOR ALL PURPOSES BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK. A-7




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[TRANSFER NOTICE] FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and
transfer(s) unto Insert Taxpayer Identification No. Please print or typewrite name and address including zip code of assignee
the within Security and all rights thereunder, hereby irrevocably
constituting and
appointing
attorney to transfer said Security on the books of the Company with
full power of substitution in the premises. In connection with any transfer of this Security occurring prior to the termination of the
time period referred to in Rule 144(k) under the Securities Act of 1933, as amended, as in effect
with respect to such transfer, the undersigned confirms that without utilizing any general
solicitation or general advertising that: [Check One] o (a)
    
    this Security is being transferred in compliance with the exemption from registration
under the Securities Act of 1933, as amended, provided by Rule 144A thereunder.oro (b)
    
    this Security is being transferred other than in accordance with (a) above and
documents are being furnished which comply with the conditions of transfer set forth in this
Security and the Indenture.
 If neither of the foregoing boxes is checked, the Trustee or Security Registrar shall not be
obligated to register this Security in the name of any Person other than the Holder hereof unless
and until the conditions to any such transfer or registration set forth herein and in Section 2.08
of the Indenture shall have been satisfied. Date: NOTICE: The signature to this assignment must correspond with the name as written upon the face of
the within-mentioned instrument in every particular, without alteration or any change whatsoever. A-8




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TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security for its own
account or an account with respect to which it exercises sole investment discretion and that it and
any such account is a qualified institutional buyer within the meaning of Rule 144A under the
Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on
Rule 144A and acknowledges that it has received such information regarding the Company as the
undersigned has requested pursuant to Rule 144A or has determined not to request such information
and that it is aware that the transferor is relying upon the undersigneds foregoing
representations in order to claim the exemption from registration provided by Rule 144A. Dated: NOTICE: To be executed by an executive officer A-9