Net 1 UEPS Technologies, Inc.: Exhibit 10.51 - Filed by newsfilecorp.com






Execution copy


NET1 APPLIED TECHNOLOGIES KOREA
Holdco 




HANA DAETOO SECURITIES CO., LTD. 
Mandated Lead Arranger



HANA BANK 
SHINHAN BANK
WOORI BANK 
Lead Arrangers





THE FINANCIAL INSTITUTIONS LISTED IN SCHEDULE 1
Original
Lenders 


HANA BANK
Agent 




HANA BANK 
Security Agent




OCTOBER 29, 2010

 

 


 

SENIOR FACILITIES AGREEMENT

KRW130,500,000,000 

 




TABLE OF CONTENTS 

	1. 	Definitions And Interpretation 	2 
	2. 	The Facilities 	19 
	3. 	Purpose 	19 
	4. 	Conditions Of Utilisation 	20 
	5. 	Utilisation - Loans 	23 
	6. 	Repayment 	25 
	7. 	Prepayment And Cancellation 	26 
	8. 	Interest 	35 
	9. 	Interest Periods 	36 
	10. 	Changes To The Calculation Of Interest
      	36 
	11. 	Fees 	37 
	12. 	Tax Gross Up And Indemnities 	38 
	13. 	Increased Costs 	40 
	14. 	Other Indemnities 	41 
	15. 	Mitigation By The Lenders 	42 
	16. 	Costs And Expenses 	43 
	17. 	Representations 	44 
	18. 	Information Undertakings 	51 
	19. 	Financial Covenants 	54 
	20. 	General Undertakings 	57 
	21. 	Events Of Default 	65 
	22. 	Changes To The Lenders 	70 
	23. 	Changes To The Borrowers 	73 
	24. 	Role Of The Agent, The Security Agent And
      The Arranger 	74 
	25. 	Conduct Of Business By The Finance Parties 	78 
	26. 	Sharing Among The Lenders 	79 
	27. 	Payment Mechanics 	81 
	28. 	Set-Off 	83 
	29. 	Application of Proceeds 	83 
	30. 	Notices 	84 
	31. 	Calculations And Certificates 	86 
	32. 	Partial Invalidity 	86 
	33. 	Remedies And Waivers 	86 
	34. 	Amendments And Waivers 	87 
	35. 	Counterparts 	87 
	36. 	Governing Law 	88 
	37. 	Enforcement 	88 
	SCHEDULE 1 THE ORIGINAL LENDERS 	89 
	SCHEDULE 2 CONDITIONS PRECEDENT 	90 
	SCHEDULE 3 UTILISATION REQUEST 	96 
	SCHEDULE 4 FORM OF TRANSFER CERTIFICATE 	97 
	SCHEDULE 5 FORM OF ACCESSION AGREEMENT 	99 
	SCHEDULE 6 FORM OF COMPLIANCE CERTIFICATE 	100 
	SCHEDULE 7 EXISTING SECURITY 	101


- i - 




THIS AGREEMENT is dated October 29, 2010 and made

BETWEEN: 

	(1) 	
      NET1 APPLIED TECHNOLOGIES KOREA, a company
      incorporated in Korea, as borrower (the "Holdco");

	 	 
	(2) 	
      HANA DAETOO SECURITIES CO., LTD., as mandated lead
      arranger (the “Mandated Lead Arranger”);

	 	 
	(3) 	
      HANA BANK, SHINHAN BANK AND WOORI BANK as lead
      arrangers (the "Lead Arrangers" and together with the Mandated Lead
      Arranger, the “Arrangers”);

	 	 
	(4) 	
      THE FINANCIAL INSTITUTIONS listed in Schedule 1
      (The Original Lenders) as lenders (the "Original
      Lenders");

	 	 
	(5) 	
      HANA BANK as facility agent of the other Finance
      Parties (as defined below) (the "Agent"); and

	 	 
	(6) 	
      HANA BANK as security agent for the Secured
      Creditors (as defined below) (the "Security
  Agent").



IT IS AGREED as follows:

SECTION 1 

INTERPRETATION

	1. 	
      DEFINITIONS AND INTERPRETATION

	 	 
	1.1 	
      Definitions

	 	 
		
      In this Agreement:

	 	 
		
      "Accession Agreement" means a document
      substantially in the form set out in Schedule 5 (Form of Accession
      Agreement).

	 	 
		
      "Accountants' Report" means the financial and tax
      due diligence assistance report of KPMG dated August 31, 2010.

	 	 
		
      "Acquisition" means the acquisition by Holdco of
      the Acquisition Shares pursuant to the Acquisition Documents.

	 	 
		
      "Acquisition Agreement" means the share purchase
      agreement dated September 14, 2010 between the Sellers and the Sponsor
      relating to the sale and purchase of the Acquisition Shares.      

	 	 
	 	"Acquisition Costs" means all costs, fees and expenses (and Taxes
      on them) and all stamp duty, registration and other similar Taxes incurred
    by or on behalf of Holdco in connection with the Acquisition.
	 	 
		
      "Acquisition Documents" means: 



- 2 -





	 	(a) 	the Acquisition
    Agreement;
	 	 	 
	 	(b) 	
      the assignment agreement dated October 19, 2010 between
      the Sponsor and Holdco assigning the Sponsor’s rights and obligations
      under the Acquisition Agreement to Holdco; and

	 	 	 
	 	(c) 	
      and any other document designated as such by the Agent
      and Holdco.



"Acquisition Shares" means
98.73% of all of the issued shares of and ownership interests in the Company.


"Affiliate" means, in relation
to any person, a Subsidiary of that person or a Holding Company of that person
or any other Subsidiary of that Holding Company. 

"Approved Treasury Investments"
  means:

	 	(a) 	
      securities having maturities of not more than 12 months
      (from the date of the acquisition of or investment in such securities)
      issued or directly and fully guaranteed or insured by the government of
      Korea or any agency or instrumentality thereof (provided that the full
      faith and credit of the government of Korea is pledged in support
      thereof);

	 	 	 
	 	(b) 	
      time deposits and certificate of deposits of any
      commercial bank of recognised credit standing having maturities of not
      more than 12 months (from the date of the making or acquisition of or
      investment in such deposits or certificates of deposits), which bank has a
      rating of at least "AAA" by KR and/or KIS; and

	 	 	 
	 	(c) 	
      investments in money market funds substantially all the
      assets of which are comprised of securities of the types described in
      paragraphs (a) and (b) above,



in each case freely tradeable without
restrictions and denominated and payable in KRW, not subject to any Security.


"Authorisation" means:

	 	(a) 	
      an authorisation, consent, approval, resolution, licence,
      exemption, filing, lodgement or registration; or

	 	 	 
	 	(b) 	
      in relation to anything which will be fully or partly
      prohibited or restricted by law if a Governmental Agency intervenes or
      acts in any way within a specified period after lodgement, filing,
      registration or notification, the expiry of that period without any such
      intervention or action.



"Available Commitment" means, in
relation to a Facility, a Lender's Commitment in respect of that Facility minus
(and as set out below): 

	 	(a) 	
      the amount of its participation in any Loans that have
      been made under that Facility (taking the original principal amount
      thereof and disregarding any subsequent reduction of the same);
  and

	 	 	 
	 	(b) 	
      in relation to any proposed Loan, the amount of its
      participation in any other Loans that is due to be made under that
      Facility on or before the proposed Utilisation
Date.



"Available Facility" means, in
relation to a Facility, the aggregate for the time being of each Lender's
Available Commitment in respect of that Facility. 

"Availability Period" means:


- 3 -





	 	(a) 	
      in relation to Facility A1 and/or Facility A2, the period
      from and including the date of this Agreement to and including the date
      falling 2 Months after the date of this Agreement; and

	 	 	 
	 	(b) 	
      in relation to Facility B, the period from and including
      the date of the Company’s accession to this Agreement to and including the
      date that is the earlier of (i) the Debt Consolidation Date and (ii) the
      date falling 48 Months from Initial Utilisation
Date.



"Base CDs" means 91 day (or such
other available maturity as selected by the relevant Borrower and agreed with
the Lenders under that Facility) KRW negotiable certificates of time deposit
issued by banks in Korea. 

"Borrowers" means Holdco and,
from the date on which the Company accedes to this Agreement, the Company (each
a "Borrower"), provided that: 

	 	(a) 	
      the "Borrower" relevant to or under Facility A1 and
      Facility A2 shall be Holdco; and

	 	 	 
	 	(b) 	
      The "Borrower" relevant to or under Facility B shall be
      the Company.



"Borrowings " has the meaning
given to it in Clause 19.4 (Financial covenants definitions). 

"Business Day" means a day
(other than a Saturday or Sunday or a public holiday) on which commercial banks
are open for general business in Seoul. 

"Capital Expenditure" has the
meaning given to it in Clause 19.4 (Financial covenants definitions).


"Carry Forward Year” has the
meaning given to it in paragraph (c) of Clause 19.2 (Capital
Expenditure). 

"Cash" means any credit balance
on any deposit, savings, current or other account and/or any cash in hand, which
(in each case) is: 

	 	(a) 	
      freely convertible; and

	 	 	 
	 	(b) 	
      freely withdrawable on demand (unless such withdrawal is
      restricted under the terms of the Finance
Documents).



"CD Rate" means, in relation to
any amount and any period relating thereto, the rate per annum equal to the
Final Quotation Yield as at the Quotation Day for such period. 

“Claim Proceeds” has the meaning
given to it in paragraph (a) of Clause 7.6 (Mandatory prepayment from Net
Claim Proceeds). 

"Clearing House" means the Seoul
Clearing House, an institution appointed by the Minister of the Ministry of
Justice of Korea pursuant to Article 83 of the Bills of Exchange and Promissory
Notes Act of Korea and Article 69 of the Cheques Act of Korea and operated by
the Korea Financial Telecommunications and Clearing Institute for settlement
activities by way of exchange of bills of exchange, promissory notes and cheques
in Korea. 

"Closing Date" means the date on
which the Acquisition occurs. 

"Commitment" means:

	 	(a) 	
      in respect of Facility A1, the Facility A1 Commitment of
      any Lender;



- 4 -





	 	(b) 	
      in respect of Facility A2, the Facility A2 Commitment of
      any Lender; and

	 	 	 
	 	(c) 	
      in respect of Facility B, the Facility B Commitment of
      any Lender.



"Company" means KSNET, INC., a
company incorporated in Korea. 

"Company Account Kun-Pledge
Agreement" means the document in the Agreed Form given that title pursuant
to which the Company shall grant Security in favour of the Secured Creditors
over the accounts of the Company and all amounts standing to the credit of such
accounts from time to time. 

"Company Equipment Yangdo-Dambo
Agreement" means the document in the Agreed Form given that title under
which the Company shall grant Security to the Secured Creditors over its
inventory, machinery, equipment and other tangible assets from time to time.


"Company Insurance Kun-Pledge
Agreement" means the document in the Agreed Form given that title pursuant
to which the Company shall grant Security to the Secured Creditors over its
rights in respect of its insurances from time to time. 

"Company Key Money Deposit
Kun-Pledge Agreement" means the document in the Agreed Form given that title
under which the Company shall grant Security to the Secured Creditors over its
right to return of key money deposits from time to time. 

"Company Prepayment Account"
means the KRW account established by the Company with the Security Agent and
designated as "Prepayment Account" for the purpose of holding funds paid under
paragraph (b) of Clause 7.10 (Prepayment Account). 

"Company Proceeds Account" means
an interest bearing account established by the Company with the Security Agent
and designated as "Proceeds Account". 

"Company Real Estate Security Trust
Agreement" means the document in the Agreed Form given that title
establishing the real estate security trust and entrusting all of the Company’s
real property interests to the Security Trustee as a trustee to the real estate
security trust and each beneficiary certificate issued to the Secured Creditors.


"Company Share Kun-Pledge
Agreement" means the share kun-pledge agreement dated on or about the date
of this Agreement executed by Holdco granting Security to the Secured Creditors
over all its shares and ownership interests in the Company. 

"Company Receivables Assignment
Agreement" means the document in the Agreed Form given that title under
which the Company shall grant Security to the Secured Creditors over its rights
in respect of its receivables (including, without limitation, intercompany loans
and lease agreements) from time to time. 

"Compliance Certificate" means a
certificate substantially in the form set out in Schedule 6 (Form of
Compliance Certificate). 

"Credit Guarantee Fund
Contribution" means an amount of contribution that is required to be made by
Korean banks and financial institutions (including, but not limited to, National
Agricultural Cooperative Federation and National Federation of Fisheries
Cooperatives) and Korean branches of foreign banks and foreign financial
institutions (as applicable) under the Credit Guarantee Fund Act of Korea,
Technology Credit Guarantee Fund Act of Korea, Local Credit Guarantee Foundation Act of
Korea or Agricultural and Fishery Business Credit Guarantee Act and all
regulations, rules, and decrees promulgated thereunder (as amended from time to
time).

- 5 -




"Curative Equity" means any:

	 	(a) 	
      Subordinated Debt made available by the Sponsor or
      Dutchco to Holdco; or

	 	 	 
	 	(b) 	
      subscription funds paid by the Sponsor or Dutchco to
      Holdco for the subscription for equity interests in
  Holdco,



in either case for the purpose
specified in paragraph (a) of Clause 19.3 (Curative Equity). 

"Debt Consolidation Date" means
the earlier of (i) the date on which the merger between Holdco and the Company
is consummated and (ii) the date on which all outstanding amounts under the
Facility A2 have been irrevocably and unconditionally repaid in full and the
commitments thereunder have been reduced to zero. 

“Debt Incurrence Proceeds” has
the meaning given to it in paragraph (a) of Clause 7.3 (Mandatory prepayment
from Net Debt Incurrence Proceeds). 

"Debt Service" has the meaning
given to it in Clause 19.4 (Financial covenants: Definitions).


“Debt Service Coverage Ratio”
has the meaning given to it in Clause 19.1 (Financial condition).

"Debt Service Reserve Account"
has the meaning given to it in paragraph (b) of Clause 4.3 (Post-completion
undertakings). 

"Default" means an Event of
Default or any event or circumstance which would (with the lapse of time or the
giving of notice or both) be an Event of Default. 

“Disposal Proceeds” has the
meaning given to it in paragraph (a) of Clause 7.4 (Mandatory prepayment from
Net Debt Disposal Proceeds). 

“Dispute” has the meaning given
to it in Clause 37 (Enforcement). 

"Distribution" means, for any
  person:

	 	(a) 	
      any dividends paid by such person; and/or

	 	 	 
	 	(b) 	
      any payment made by such person in respect of any
      redemption or reduction of any equity interest held by its
      shareholders.



“Distribution Proceeds” has the
meaning given to it in paragraph (a) of Clause 7.9 (Mandatory prepayment from
Net Distribution Proceeds). 

"Dutchco " means Net 1 Applied
Technologies Netherlands B.V. 

"EBITDA" has the meaning given
to it in Clause 19.4 (Financial covenants definitions). 

"Equity Rights" means, in
respect of any person, any subscriptions, options, warrants, commitments,
pre-emptive rights or agreements of any kind (including any shareholders' or
voting trust agreements) for the issuance, sale, registration or voting of, or
securities convertible into, any additional shares of share capital of any
class, or partnership or other ownership interests of any type in, that person.


- 6 -




"Event of Default" means any
event or circumstance specified as such in Clause 21 (Events of Default).


"Excess Cash Flow" has the
meaning given to it in Clause 7.7 (Mandatory prepayment of Excess Cash
Flow). 

“Existing Lender” has the
meaning given to it in Clause 22.1 (Transfers by the Lenders). 

"Facility" means Facility A1,
Facility A2 or Facility B. 

"Facility A" means Facility A1
  and Facility A2.

"Facility A Loan" means a
Facility A1 Loan and/or a Facility A2 Loan. 

"Facility A1" means the KRW term
loan facility made or to be made available under this Agreement as described in
paragraph (a)(i) of Clause 2.1 (The Facilities). 

"Facility A1 Commitment" means:

	 	(a) 	
      in relation to an Original Lender, the amount set
      opposite its name under the heading "Facility A1 Commitment (KRW)" in
      Schedule 1 (The Original Lenders) and the amount of any other
      Facility A1 Commitment transferred to it under this Agreement;
  and

	 	 	 
	 	(b) 	
      in relation to any other Lender, the amount of any
      Facility A1 Commitment transferred to it under this
  Agreement,



to the extent not cancelled, reduced or
transferred by it under this Agreement. 

"Facility A1 Loan" means a loan
made or to be made under Facility A1 or the principal amount outstanding for the
time being of that loan. 

"Facility A1 Repayment Date"
means the date falling 60 Months after the Initial Utilisation Date. 

"Facility A2" means the KRW term
loan facility made or to be made available under this Agreement as described in
paragraph (a)(ii) of Clause 2.1 (The Facilities). 

"Facility A2 Commitment" means:

	 	(a) 	
      in relation to an Original Lender, the amount set
      opposite its name under the heading "Facility A2 Commitment (KRW)" in
      Schedule 1 (The Original Lenders) and the amount of any other
      Facility A2 Commitment transferred to it under this Agreement;
  and

	 	 	 
	 	(b) 	
      in relation to any other Lender, the amount of any
      Facility A2 Commitment transferred to it under this
  Agreement,



to the extent not cancelled, reduced or
transferred by it under this Agreement. 

"Facility A2 Loan" means a loan
made or to be made under Facility A2 or the principal amount outstanding for the
time being of that loan. 

"Facility A2 Repayment Date"
means each of the dates falling 12, 18, 24, 30, 36, 42, 48 and 54 Months after
the Initial Utilisation Date respectively. 

"Facility B" means the KRW term
loan facility made or to be made available under this Agreement as described in
paragraph (a)(iii) of Clause 2.1 (The Facilities). 

- 7 -




"Facility B Loan" means a loan
made or to be made under Facility B or the principal amount outstanding for the
time being of that loan. 

"Facility B Commitment" means:

	 	(a) 	
      in relation to an Original Lender, the amount set
      opposite its name under the heading "Facility B Commitment (KRW)" in
      Schedule 1 (The Original Lenders) and the amount of any other
      Facility B Commitment transferred to it under this Agreement;
and

	 	 	 
	 	(b) 	
      in relation to any other Lender, the amount of any
      Facility B Commitment transferred to it under this
  Agreement,



to the extent not cancelled, reduced or
transferred by it under this Agreement. 

"Facility B Repayment Date"
means each of the dates falling 12, 18, 24, 30, 36, 42, 48 and 54 Months after
the Initial Utilisation Date respectively. 

"Facility Office" means the
office or offices notified by a Lender to the Agent in writing on or before the
date it becomes a Lender (or, following that date, by not less than 5 Business
Days' written notice) as the office or offices through which it will perform its
obligations under this Agreement. 

"Fee Letters" means:

	 	(a) 	
      the letter dated on or about the date of this Agreement
      between the Mandated Lead Arranger and Holdco;

	 	 	 
	 	(b) 	
      the letter dated on or about the date of this Agreement
      between the Agent (for the account of the Lenders) and Holdco;
  and

	 	 	 
	 	(c) 	
      the letter dated on or about the date of this Agreement
      between Hana Bank as the Agent and the Security Agent and
  Holdco,



setting out any of the fees referred to
in Clause 11 (Fees) and "Fee Letter" means any of them.

"Final Maturity Date " means:


	 	(a) 	
      in relation to Facility A1 or any part thereof (or any
      Loan thereunder) the day which falls 60 Months after the Initial
      Utilisation Date;

	 	 	
       

	 	(b) 	
      in relation to Facility A2 or any part thereof (or any
      Loan thereunder) the day which falls 54 Months after the Initial
      Utilisation Date; or

	 	 	
       

	 	(c) 	
      in relation to Facility B or any part thereof (or any
      Loan thereunder) the day which falls 54 Months after the Initial
      Utilisation Date.



"Final Quotation Yield" means,
in relation to any day, the final quotation yield rate for Base CDs as published
by The Korea Financial Investment Association (or its successor) at or about
4:00 p.m. on such day as determined by the Agent (or, if such final quotation
yield rate is not available on such day, the final quotation yield rate for Base
CDs as at such day as determined by the Agent on the basis of comparable source
or sources of quotations selected by the Agent, acting reasonably). 

"Finance Document" means: 

	 	(a) 	
      this Agreement;



- 8 - 





	 	(b) 	
      any Fee Letter;

	 	 	 
	 	(c) 	
      any Accession Agreement;

	 	 	 
	 	(d) 	
      any Security Document; and/or

	 	 	 
	 	(e) 	
      any other document designated as such by the Agent and
      Holdco.



"Finance Parties" means the
Agent, the Security Agent, the Arrangers and the Lenders (each a "Finance
Party"). 

"Financial Indebtedness" means
any indebtedness for or in respect of: 

	 	(a) 	
      moneys borrowed;

	 	 	 
	 	(b) 	
      any amount raised by acceptance under any acceptance
      credit, bill acceptance or bill endorsement facility;

	 	 	 
	 	(c) 	
      any amount raised pursuant to any note purchase facility
      or the issue of bonds, notes, debentures, loan stock or any similar
      instrument;

	 	 	 
	 	(d) 	
      the amount of any liability in respect of any lease or
      hire purchase contract which would, in accordance with Korean GAAP, be
      treated as a finance or capital lease;

	 	 	 
	 	(e) 	
      receivables sold or discounted (other than any
      receivables to the extent they are sold on a non-recourse
basis);

	 	 	 
	 	(f) 	
      any amount raised under any other transaction (including
      any forward sale or purchase agreement) having the commercial effect of a
      borrowing;

	 	 	 
	 	(g) 	
      any derivative transaction entered into in connection
      with protection against or benefit from fluctuation in any rate or price
      (and when calculating the value of any such derivative transaction, only
      the marked to market value shall be taken into account);

	 	 	 
	 	(h) 	
      shares or equity interests which are expressed to be
      redeemable;

	 	 	 
	 	(i) 	
      any counter-indemnity obligation in respect of a
      guarantee, indemnity, bond, standby or documentary letter of credit or any
      other instrument issued by a bank or financial institution; and

	 	 	 
	 	(j) 	
      the amount of any liability in respect of any guarantee,
      indemnity or Security given for any of the items referred to in paragraphs
      (a) to (i) above.



"Financial Officer" means, with
respect to any person, the chief financial officer or treasurer of that person.


"Governmental Agency" means any
government or any governmental agency, semi-governmental or judicial entity or
authority (including, without limitation, any stock exchange or any
self-regulatory organisation established under statute). 

"Holdco Account Kun-Pledge
Agreement" means the account kun-pledge agreement dated on or about the date
of this Agreement executed by Holdco granting Security in favour of the Secured
Creditors over accounts of Holdco and all amounts standing to the credit of such
accounts from time to time. 

- 9 -




"Holdco Operating Account" means
the KRW account established by Holdco with the Security Agent and designated as
"Holdco Operating Account". 

"Holdco Prepayment Account"
means the KRW account established by Holdco with the Security Agent and
designated as "Prepayment Account" for the purpose of holding funds paid under
paragraph (b) of Clause 7.10 (Prepayment Account). 

"Holdco Proceeds Account" means
an interest bearing account established by Holdco with the Security Agent and
designated as " Proceeds Account". 

"Holdco Security Assignment
Agreement" means the security assignment agreement dated on or about the
date of this Agreement executed by Holdco granting Security to the Secured
Creditors over its rights in respect of its receivables (including without
limitation, Acquisition Documents, intercompany loans and receivables from
customers) from time to time. 

"Holdco Unit Kun-Pledge
Agreement" means the unit kun-pledge agreement dated on or about the date of
this Agreement executed by Dutchco granting Security to the Secured Creditors
over all its units and ownership interests in Holdco. 

"Holding Company" means, in
relation to a company, corporation or entity, any other company, corporation or
entity in respect of which it is a Subsidiary. 

"Indirect Tax" means any goods
and services tax, consumption tax, value added tax or any tax of a similar
nature. 

"Initial Utilisation Date" means
the first date after the date of this Agreement on which any Loan is made under
any Facility. 

"Intellectual Property" means,
collectively, all intellectual property (including rights held under license) in
any jurisdiction, including without limitation such rights in and to (a)
trademarks, service marks, brand names, trade dress, trade names, service names,
slogans, logos, symbols, internet domain names and sub-domains, color schemes
and other indications of origin of goods or services, and the goodwill
associated with each of the foregoing, (b) patents, patent applications
(including without limitation continuations, divisionals, continuations-in-part,
reissues, extensions, renewals, reexaminations and substitutes of such patent
applications and any patents issuing from any patent applications), (c) trade
secrets and other confidential or non-public business information, including
ideas, inventions, processes, formulas, compositions, discoveries and
improvements, know-how, manufacturing and production processes and techniques,
and technical data, pricing and cost information, business and marketing plans
and customer and supplier lists and information, (d) computer software,
including source codes, programs, applications, algorithms and databases, and
all documentation therefore and (e) writings and other works of authorship,
including without limitation marketing materials, brochures, training materials,
and all copyrights and moral rights related to each of the foregoing, in each
case, including any registrations of, applications to register, and renewals or
extensions of, any of the foregoing with or by any Governmental Agency. 

"Interest Payment Date" means,
in relation to an Interest Period, the last day of such Interest Period. 

- 10 -




"Interest Period" means, in
relation to a Loan, any period determined in accordance with Clause 9
(Interest Periods) or, in relation to an Unpaid Sum, any period
determined in accordance with Clause 8.3 (Default interest). 

"Investment" means, for any person:

	 	(a) 	
      the acquisition by such person (whether for cash,
      property, services or securities or otherwise) of capital stock, bonds,
      notes, debentures, partnership or other ownership interests or other
      securities of any other person or any agreement to make any such
      acquisition (including any "short sale" or any sale of any securities at a
      time when such securities are not owned by the person entering into such
      sale);

	 	 	 
	 	(b) 	
      the making of any deposit with, or advance, loan or other
      extension of credit to, any other person (including the purchase of
      property from another person subject to an understanding or agreement,
      contingent or otherwise, to resell such property to that other person),
      but excluding any such advance or loan having a term not exceeding 90 days
      arising in connection with the sale of inventory or supplies by that
      person in the ordinary course of business; or

	 	 	 
	 	(c) 	
      the entering into of any guarantee of, or other
      contingent obligation with respect to, Financial Indebtedness or other
      liability of any other person and (without duplication) any amount
      committed to be advanced, lent or extended to that other
  person.



"KIS" means Korea Investors
Service, Inc.

"Korea" means the Republic of
Korea. 

"Korean GAAP" means either: 

	 	(a) 	
      generally accepted accounting principles in Korea as in
      effect from time to time; or

	 	 	 
	 	(b) 	
      International Financial Reporting Standards as in effect
      from time to time.



"KR" means Korea Ratings. 

"Legal Due Diligence Report"
means the report by Yulchon dated August 19, 2010 relating to the
Acquisition.

"Lender" means: 

	 	(a) 	
      any Original Lender; and

	 	 	 
	 	(b) 	
      any bank, financial institution, trust fund or other
      entity or person which has become a Party in accordance with Clause 22
      (Changes to the Lenders)



and which has not ceased to be a Lender
under this Agreement. 

"Leverage Ratio" has the meaning
given to it in Clause 19.1( Financial condition). 

"Loan" means Facility A1 Loan,
Facility A2 Loan or Facility B Loan. 

"Majority Lenders" means: 

	 	
      (a) 
	
      if there are no Loans then outstanding, a Lender or
      Lenders whose Commitments aggregate more than 662/3% of the Total Commitments (or, if the Total
      Commitments have been reduced to zero, aggregated more than 662/3 % of the Total Commitments immediately prior to the
  reduction); or



- 11 - 





	 	
      (b) 
	
      at any other time, a Lender or Lenders whose
      participations in the Loans then outstanding aggregate more than 662/3 % of all the Loans then outstanding.



"Margin" means: 

	 	(a) 	
      (in relation to any Facility A1 Loan) 4.10% per
    annum;

	 	 	 
	 	(b) 	
      (in relation to any Facility A2 Loan) 4.10% per annum;
      and

	 	 	 
	 	(c) 	
      (in relation to any Facility B Loan) 3.90% per
    annum.



“Market Disruption Event” has
the meaning given to it in paragraph (b) of Clause 10.1( Market
disruption). 

"Material Adverse Effect" means
a material adverse effect on: 

	 	(a) 	
      the condition (financial or otherwise), assets,
      operations or business of the Borrowers taken as a whole;

	 	 	 
	 	(b) 	
      the ability of any Borrower to perform and comply with
      its obligations under any Finance Documents to which it is a party;
    or

	 	 	 
	 	(c) 	
      the legality, validity or enforceability of, or the
      priority of any Security granted under, any Finance Document or the rights
      or remedies of any Finance Party under any Finance
  Document.



"Month" means a period starting
on one day in a calendar month and ending on the numerically corresponding day
in the next calendar month, except that: 

	 	(a) 	
      if that numerically corresponding day is not a Business
      Day, that period shall end on the next Business Day in that calendar month
      in which that period is to end if there is one, or if there is not, on the
      immediately preceding Business Day; and

	 	 	 
	 	(b) 	
      if there is no numerically corresponding day in the
      calendar month in which that period is to end, that period shall end on
      the last Business Day in that calendar month.



The above rules will only apply to the
last Month of any period. 

“New Lender” has the meaning
given to it in Clause 22.1 (Transfers by the Lenders). 

"Original Financial Period” has
the meaning given to it in paragraph (c) of Clause 19.2 (Capital
Expenditure). 

"Original Financial Statements"
means the audited non-consolidated financial statements of the Company in
respect of the financial year ended December 31, 2009 (including audited profit
and loss account, balance sheet and cashflow statements, and accompanying notes,
reports or statements included in or annexed to them). 

"Original Lender" means any
person listed in Schedule 1 (The Original Lenders).

"Party" means a party to this
Agreement and includes its successors-in-title, permitted assigns and permitted
transferees. 

- 12 - 




"Perfection Requirements" means
the making of the appropriate registrations of, and the obtaining of any
necessary Authorisation and taking of all other actions in respect of, the
Security covered by the Security Documents, as contemplated by any legal opinion
delivered pursuant to Clause 4 (Conditions of Utilisation). 

"Permitted Carry Forward Amount”
has the meaning given to it in paragraph (c) of Clause 19.2 (Capital
Expenditure). 

"Permitted Financial
Indebtedness" means any Financial Indebtedness set out in paragraph (b) of
Clause 20.6 (Restrictions on financial indebtedness). 

"Permitted Holdco Administrative
Payments" means out-of-pocket costs and expenses incurred in connection with
existence, administration, Taxes, auditing, directors insurance, legal counsel
and other fees, costs and expenses and liabilities of Holdco associated with its
activities as a holding company provided that the aggregate amount of such costs
and expenses shall not exceed KRW1,000,000,000 in any financial year.

"Permitted Security" means:

	 	(a) 	
      any lien arising by operation of law and in the ordinary
      course of trading and not as a result of any default or omission by any
      Borrower including, without limitation, statutory encumbrances and tax
      liens, where the amount encumbered is paid when due or if not so paid, is
      being disputed in good faith with appropriate reserves made therefore,
      yuchikwon incurred or made in the ordinary course of construction,
      operation, repair or maintenance of Real Property and other liens
      incidental to any construction at or improvement made to any Borrower’s
      business (such as carriers’, mechanics’, material men’s, repairmen’s or
      other like liens);

	 	 	 
	 	(b) 	
      deposits to secure the performance of bids, trade
      contracts, leases, statutory obligations and performance bonds incurred in
      the ordinary course of business;

	 	 	 
	 	(c) 	
      easements, zoning restrictions, rights-of-way and similar
      encumbrances on Real Property imposed by applicable law;

	 	 	 
	 	(d) 	
      any encumbrance on any property or asset of the Company
      existing on the date of this Agreement specified in Schedule 7
      (Existing Security), provided that, (a) such encumbrance
      shall not apply to any other property or assets of the Company and (b)
      such encumbrance shall secure only those obligations that it secures on
      the date of this Agreement;

	 	 	 
	 	(e) 	
      any encumbrances securing Permitted Financial
      Indebtedness;

	 	 	 
	 	(f) 	
      any netting or set-off arrangement entered into by any
      Borrower in the ordinary course of its banking arrangements;

	 	 	 
	 	(g) 	
      any Security arising under any retention of title, hire
      purchase or conditional sale arrangement or arrangements having similar
      effect in respect of goods supplied to a Borrower in the ordinary course
      of trading and on the supplier’s standard or usual terms and not arising
      as a result of any default or omission by any Borrower; and

	 	 	 
	 	(h) 	
      any Transaction Security.



- 13 -




"Prepayment Accounts" means
Holdco Prepayment Account and the Company Prepayment Account. 

"Profits Before Interest and
Tax” has the meaning given to it in Clause 19.4 (Financial covenants
definitions). 

"Public Equity Issuance" has the
meaning given to that expression in Clause 7.2 (Mandatory prepayment from Net
Public Equity Issuance Proceeds). 

“Public Equity Issuance
Proceeds” has the meaning given to it in paragraph (a) of Clause 7.2
(Mandatory prepayment from Net Public Equity Issuance Proceeds). 

"Quotation Day" means:

	 	(a) 	
      in relation to any period for which an interest rate is
      to be determined, 1 Business Day before the first day of that period;
      and

	 	 	 
	 	(b) 	
      in relation to any Interest Period the duration of which
      is selected by the Agent pursuant to Clause 8.3 (Default interest),
      such date as may be determined by the Agent (acting
  reasonably).



"Real Property" means:

	 	(a) 	
      any land or buildings or immovable property;
and

	 	 	 
	 	(b) 	
      fixtures, fittings or fixed plant from time to time
      situated on and forming part of such land or buildings or leasehold or
      immovable property.



“Receipt Date” has the meaning
given to it in paragraph (c) of Clause 7.10 (Prepayment Accounts). 

“Recovering Lender” has the
meaning given to it in Clause 26.1( Payments to Lenders). 

"Relevant Date” has the meaning
given to it in Clause 19.4 (Financial covenants definitions). 

“Relevant Loan” has the meaning
given to it in paragraph (b) of Clause 7.14 (Prepayment Fee). 

"Relevant Percentage" has the
meaning given to it in Clause 6.1 (Repayment of Loans). 

"Relevant Period" has the
meaning given to it in Clause 19.4 (Financial covenants definitions).


"Repayment Date" means: 

	 	(a) 	
      in relation to any Facility A1 Loan, the Facility A1
      Repayment Date;

	 	 	 
	 	(b) 	
      in relation to any Facility A2 Loan, a Facility A2
      Repayment Date; or

	 	 	 
	 	(c) 	
      in relation to any Facility B Loan, a Facility B
      Repayment Date.



"Repayment Instalment" means any
instalment for repayment of any Loan specified in Clause 6.1 (Repayment of
Loans). 

"Repeating Representations"
means each of the representations set out in Clause 17 (Representations)
other than Clause 17.7 (Deduction of Tax), Clause 17.11
(Information), Clause 17.14 (No proceedings pending or
threatened), Clause 17.17 (Acquisition Documents), Clause 17.19
(No prior business) and 17.20 (Existing Debt). 

- 14 -




"Reports" means each of:

	 	(a) 	
      the Accountants' Report; and

	 	 	 
	 	(b) 	
      the Legal Due Diligence Report.



"Secured Assets" means the
assets over which Security is expressed to be created pursuant to any Security
Document. 

"Secured Creditors" means the
Lenders, the Agent and the Security Agent and "Secured Creditor" means
any one of them. 

"Secured Liabilities" means all
present and future moneys, debts and liabilities due, owing or incurred by any
or all of the Borrowers to any or all of the Secured Creditors under or in
connection with any or all of the Finance Documents (in each case, whether alone
or jointly, or jointly and severally, with any other person, whether actually or
contingently and whether as principal, surety or otherwise). 

"Security" means, with respect
  to any asset,

	 	(a) 	
      any pledge, hypothecation, encumbrance, charge, security
      assignment or security interest in, on or of such asset;

	 	 	 
	 	(b) 	
      the interest of a vendor or a lessor under any
      conditional sale agreement, capital lease or title retention agreement (or
      any financing lease having substantially the same economic effect as any
      of the foregoing) relating to such asset;

	 	 	 
	 	(c) 	
      in the case of securities, any purchase option, call or
      similar right of a third party with respect to such securities;
  or

	 	 	 
	 	(d) 	
      any other agreement or arrangement having a similar
      effect to any of these.



"Security Documents" means:

	 	(a) 	
      the Holdco Account Kun-Pledge Agreement;

	 	 	 
	 	(b) 	
      the Holdco Security Assignment Agreement;

	 	 	 
	 	(c) 	
      the Holdco Unit Kun-Pledge Agreement;

	 	 	 
	 	(d) 	
      the Company Account Kun-Pledge Agreement;

	 	 	 
	 	(e) 	
      the Company Equipment Yangdo-Dambo Agreement;

	 	 	 
	 	(f) 	
      the Company Insurance Kun-Pledge Agreement;

	 	 	 
	 	(g) 	
      the Company Key Money Deposit Kun-Pledge
  Agreement;

	 	 	 
	 	(h) 	
      the Company Real Estate Security Trust
  Agreement;

	 	 	 
	 	(i) 	
      the Company Share Kun-Pledge Agreement;

	 	 	 
	 	(j) 	
      the Company Receivables Assignment Agreement;

	 	 	 
	 	(k) 	
      the Share Kun-Pledge Agreement;

	 	 	 
	 	(l) 	
      any other document or instrument that may at any time
      constitute or be given as security for any of the Secured Liabilities
      pursuant to or in connection with any Finance Document;
  and



- 15 -





	 	(m) 	
      any other document or instrument designated as a
      "Security Document" by the Security Agent and Holdco or the
  Company.



"Security Trustee" means
HanaDaol Trust as security trustee of the real estate security trust pursuant to
the Company Real Estate Security Trust Agreement. 

"Sellers" means PAYMENT SERVICES
ASIA LLC and H&Q NPS VAN INVESTMENT, LTD. each of whom has or will have
entered into the Acquisition Agreement. 

"Share Kun-Pledge Agreement"
means the document in the Agreed Form given that title under which the Company
grants Security to the Secured Creditors over all its shares and ownership
interests in each of the investee companies of the Company. 

“Sponsor" means NET 1 UEPS
TECHNOLOGIES, INC. 

“Sponsor Proceeds” has the
meaning given to it in paragraph (a) of Clause 7.8 (Mandatory prepayment from
Net Sponsor Proceeds). 

"Steps Paper" means the Steps
and Funds Flow Plan prepared by Holdco in the Agreed Form. 

"Stock Exchange" means the stock
exchange of Korea and/or any other stock or securities exchange. 

"Subordinated Debt" means
unsecured Financial Indebtedness of Holdco directly or indirectly owing to the
Sponsor or Dutchco, provided that all of such Financial Indebtedness is and
continues to be subordinated, pursuant to a subordination agreement in form
satisfactory to the Agent, behind all of the Secured Liabilities from time to
time. 

"Subsidiary" means in relation
to any company, corporation or entity (a "holding company"), a company,
corporation or entity: 

	 	(a) 	
      which is controlled, directly or indirectly, by the
      holding company;

	 	 	 
	 	(b) 	
      more than half the issued share capital or ownership
      interest of which is beneficially owned, directly or indirectly, by the
      holding company; or

	 	 	 
	 	(c) 	
      which is a Subsidiary of another Subsidiary of the
      holding company,



and, for this purpose, a company,
corporation or entity shall be treated as being controlled by another if that
other company, corporation or entity is able to direct its affairs and/or
control the composition of the majority of its board of directors or equivalent
body. 

"Tax" means any tax, levy,
impost, duty or other charge or withholding of a similar nature (including any
penalty or interest payable in connection with any failure to pay or any delay
in paying any of the same). 

“Tax Credit” has the meaning
given to it in paragraph (a) of Clause 12.1 (Tax Gross Up and Indemnities:
Definitions). 

“Tax Deduction” has the meaning
given to it in paragraph (a) of Clause 12.1 (Tax Gross Up and Indemnities:
Definitions). 

"Tax Return" means a report,
return or other information (including any amendments) required to be supplied
to a taxing authority with respect to Taxes including, where required, combined
or consolidated returns for any group of entities that includes any Borrower.


- 16 -




“Tax Payment” has the meaning
given to it in paragraph (a) of Clause 12.1 (Tax Gross Up and Indemnities:
Definitions). 

"Total Commitments" means the
aggregate of the Total Facility A1 Commitments, the Total Facility A2
Commitments and the Total Facility B Commitments. 

"Total Debt” has the meaning
given to it in Clause 19.4 (Financial covenants definitions). 

"Total Facility A1 Commitments"
means the aggregate of the Facility A1 Commitments of the Lenders, being
KRW65,500,000,000 at the date of this Agreement. 

"Total Facility A2 Commitments"
means the aggregate of the Facility A2 Commitments of the Lenders, being
KRW65,000,000,000 at the date of this Agreement. 

"Total Facility B Commitments"
means the aggregate of the Facility B Commitments of the Lenders, being
KRW65,000,000,000 at the date of this Agreement. 

"Transaction Documents" means
the Finance Documents and the Acquisition Documents. 

"Transaction Security" means the
Security created or expressed to be created in favour of the Secured Creditors
pursuant to the Security Documents. 

"Transfer Certificate" means a
certificate substantially in the form set out in Schedule 4 (Form of Transfer
Certificate) or any other form agreed between the Agent and Holdco. 

"Transfer Date" means, in
relation to a transfer by a Lender of any or all of its rights and obligations
under this Agreement, the later of: 

	 	(a) 	
      the proposed Transfer Date specified in the Transfer
      Certificate in respect of such transfer; and

	 	 	 
	 	(b) 	
      the date on which the Agent executes the Transfer
      Certificate in respect of such transfer.



"Unpaid Sum" means any sum due
and payable by a Borrower under the Finance Documents but unpaid by such
Borrower. 

"Unused Amount” has the meaning
given to it in paragraph (c) of Clause 19.2 (Capital Expenditure). 

"Utilisation" means any
utilisation of any Facility.


"Utilisation Date" means the
date on which a Loan is, or is to be, made. 

"Utilisation Request" means a
notice substantially in the form set out in Schedule 3 (Utilisation
Request). 

1.2     Construction

	(a) 	
      Unless a contrary indication appears, any reference in
      this Agreement to:

	 	 	 
		(i) 	
      the Agent, any Arranger, any Finance
      Party, any Lender, any Borrower, any Party, any
      Secured Creditor or the Security Agent shall be construed so
      as to include its successors in title, permitted assigns and permitted
      transferees;

	 	 	 
		(ii) 	
      persons "acting in concert" means persons who
      actively co-operate to acquire any shares or interest in, or acquire or
      consolidated control over, any company, corporation or
  entity;



- 17 -





		(iii) 	
      "assets" includes present and future properties,
      revenues and rights of every description;

	 	 	 
		(iv) 	
      the "control" of one person by another or one
      person being "controlled" by another means that other (whether
      directly or indirectly and whether by the ownership of share capital, the
      possession of voting power, contract or otherwise) has the power to
      appoint and/or remove all or the majority of the members of the Board of
      Directors or other governing body of that first-mentioned person or
      otherwise controls or has the power to control the affairs and policies of
      that first-mentioned person;

	 	 	 
		(v) 	
      a Finance Document, Security Document,
      Transaction Document or any other agreement or instrument is a
      reference to that document or other agreement or instrument as amended,
      restated, supplemented or novated.

	 	 	 
		(vi) 	
      "indebtedness" includes any obligation (whether
      incurred as principal or as surety) for the payment or repayment of money,
      whether present or future, actual or contingent;

	 	 	 
		(vii) 	
      a "person" includes any person, firm, company,
      corporation, government, state or agency of a state or any association,
      trust or partnership (whether or not having separate legal personality) or
      two or more of the foregoing;

	 	 	 
		(viii) 	
      a "regulation" includes any regulation, rule,
      official directive, request or guideline (whether or not having the force
      of law) of any governmental, intergovernmental or supranational body,
      agency, department or regulatory, self-regulatory or other authority or
      organisation;

	 	 	 
		(ix) 	
      a provision of law is a reference to that
      provision as amended or re-enacted; and

	 	 	 
		(x) 	
      unless otherwise specified a time of day is a
      reference to Seoul time.

	 	 	 
	(b) 	
      A document is in the "Agreed Form":

	 	 	 
		(i) 	
      if it is in a form initialled by or on behalf of Holdco
      and the Arrangers on or before the signing of this Agreement for the
      purposes of identification; or

	 	 	 
		(ii) 	
      if not falling within paragraph (i) above, if it is in
      form and substance satisfactory to the Agent (acting reasonably) and (1)
      initialled by or on behalf of the Agent for the purposes of identification
      or (2) executed by the Agent as a party thereto.

	 	 	 
	(c) 	
      Section, Clause and Schedule headings are for ease of
      reference only.

	 	 	 
	(d) 	
      Unless a contrary indication appears, a term used in any
      other Finance Document or in any notice or certificate given under or in
      connection with any Finance Document has the same meaning in that Finance
      Document, notice or certificate as in this Agreement.

	 	 	 
	(e) 	
      A Default (other than an Event of Default) is
      "continuing" if it has not been remedied or waived. An Event of
      Default is "continuing" if it has not been remedied or
    waived.

	 	 	 
	(f) 	
      Any reference to a Lender "under" or
      "relevant" to a Facility shall be construed as a Lender who has any
      Commitment in relation to such Facility or whose share of Loans under such
      Facility is greater than zero.

	 	 	 
	(g) 	
      "KRW" and "Korean Won" denote the lawful currency of
      Korea.



- 18 -




SECTION 2 

  THE FACILITIES

2.      THE FACILITIES

2.1     The Facilities 

	(a) 	
      Subject to the terms of this Agreement, the Lenders make
      available:

	 	 	 
		(i) 	
      a term loan facility in an aggregate amount up to the
      Total Facility A1 Commitments;

	 	 	 
		(ii) 	
      a term loan facility in an aggregate amount up to the
      Total Facility A2 Commitments; and

	 	 	 
		(iii) 	
      a term loan facility in an aggregate amount up to the
      Total Facility B Commitments.

	 	 	 
	(b) 	
      Facility A1 and Facility A2 will only be available to
      Holdco as Borrower.

	 	 	 
	(c) 	
      Facility B will only be available to the Company as
      Borrower, and will only be made available after the Company becomes party
      hereto.



2.2     Finance Parties' rights and
obligations

	(a) 	
      The obligations of each Finance Party under the Finance
      Documents are several. Failure by a Finance Party to perform its
      obligations under the Finance Documents does not affect the obligations of
      any other Party under the Finance Documents. No Finance Party is
      responsible for the obligations of any other Finance Party under the
      Finance Documents.

	 	 
	(b) 	
      The rights of each Finance Party under or in connection
      with the Finance Documents are separate and independent rights and any
      debt arising under the Finance Documents to a Finance Party from a
      Borrower shall be a separate and independent debt.

	 	 
	(c) 	
      A Finance Party may, except as otherwise stated in the
      Finance Documents, separately enforce its rights under the Finance
      Documents.




	3. 	
      PURPOSE

	 	 	 	 
	3.1 	
      Purpose

	 	 	 	 
		(a) 	
      Holdco shall apply (or procure to be applied) all amounts
      borrowed by it under Facility A1 and/or Facility A2 (or any part thereof)
      towards:

	 	 	 	 
			(i) 	
      payment to the Sellers of the purchase price for the
      Acquisition Shares under the Acquisition Documents; and

	 	 	 	 
			(ii) 	
      payment of the Acquisition Costs up to the amount
      identified in the Steps Paper.

	 	 	 	 
		(b) 	
      The Company shall apply (and Holdco shall procure the
      Company to apply) all amounts borrowed by it under Facility B towards the
      payment of the Distributions to Holdco so as to enable Holdco to prepay or
      repay the Facility A2 Loan.

	 	 	 	 
		(c) 	
      If Holdco receives the proceeds of any Distributions that
      are made by the Company with the proceeds of Utilisation of Facility B,
      Holdco shall ensure that such proceeds are applied towards the repayment
      of Facility A2 on the same date as the relevant Utilisation
  Date.



- 19 -





	3.2 	
      Monitoring

	 	 
		
      No Finance Party is bound to monitor or verify the
      application of any amount borrowed pursuant to this Agreement.

	 	 
	4. 	
      CONDITIONS OF UTILISATION

	 	 
	4.1 	
      Conditions precedent to initial
  Utilisation




	(a) 	
      No Borrower may deliver a Utilisation Request
    unless:

	 	 	 
		(i) 	
      the Agent has received all of the documents and other
      evidence listed in Part I-A of Schedule 2 (Conditions precedent);
      or

	 	 	 
		(ii) 	
      (to the extent not so received under paragraph (a)(i)),
      the Agent has waived the requirement to receive such documents and other
      evidence (acting on the instructions from the Majority Lenders),
  and

	 	 	 
		
      the Agent shall promptly notify Holdco and the Lenders
      promptly upon being so satisfied under paragraphs (a)(i) and (where
      applicable) (a)(ii).

	 	 	 
	(b) 	
      The Lenders will only be obliged to comply with Clause
      5.3 (Lenders’ participation) if

	 	 	 
		(i) 	
      no Default is continuing or would result from the
      proposed Loan and the Repeating Representations to be made by each
      Borrower are true in all material respects; and

	 	 	 
		(ii) 	
      the Agent has received all of the documents and other
      evidence listed in Part I-B of Schedule 2 (Conditions precedent);
      or

	 	 	 
		(iii) 	
      (to the extent not so received under paragraph (b)(ii)),
      the Agent has waived the requirement to receive such documents and other
      evidence (acting on the instructions from the Majority Lenders),
  and

	 	 	 
		
      the Agent shall promptly notify Holdco and the Lenders
      promptly upon being so satisfied under paragraphs (b)(ii) and (where
      applicable) (b)(iii).




	4.2 	
      Conditions precedent to subsequent
    Utilisations

	 	 	 
		
      The Lenders will only be obliged to comply with Clause
      5.3 (Lenders’ participation) if, on the date of a Utilisation
      Request and on the proposed Utilisation Date:

	 	 	 
		(i) 	
      no Default is continuing or would result from the
      proposed Loan;

	 	 	 
		(ii) 	
      the Repeating Representations to be made by each Borrower
      are true in all material respects; and

	 	 	 
		(iii) 	
      all the requirements necessary for the creation and
      perfection of the Transaction Security under the Security Documents listed
      in paragraph (a) of Clause 4.3 (Post-completion undertakings) have
      been complied with pursuant to the terms thereof.

	 	 	 
	4.3 	
      Post-completion undertakings

	 	 	 
		
      Holdco undertakes to ensure that the following actions
      are completed and the following documents are delivered, in each case to
      the satisfaction of the Agent (acting reasonably) within the time periods
      relating to them:



- 20 -





	(a) 	
      Holdco shall procure that the Company shall have, no
      later than 3 Months after the Initial Utilisation Date, become party to
      this Agreement as an additional Borrower, delivered the documents listed
      in Part II of Schedule 2 (Conditions Precedent Required to be Delivered
      by the Company) and executed the following Security
  Documents:

	 	 	 
		(i) 	
      Company Account Kun-Pledge Agreement;

	 	 	 
		(ii) 	
      Company Equipment Yangdo-Dambo Agreement;

	 	 	 
		(iii) 	
      Company Insurance Kun-Pledge Agreement;

	 	 	 
		(iv) 	
      Company Key Money Deposit Kun-Pledge Agreement;

	 	 	 
		(v) 	
      Company Real Estate Security Trust Agreement;

	 	 	 
		(vi) 	
      Company Receivables Assignment Agreement;

	 	 	 
		(vii) 	
      Share Kun-Pledge Agreement.

	 	 	 
		
      For the avoidance of doubt, the foregoing Security
      Documents will secure (i) (before the merger between Holdco and the
      Company) only the Secured Liabilities of the Company; and (ii) (on and
      after the merger between Holdco and the Company) all the Secured
      Liabilities.

	 	 	 
	(b) 	
      Holdco shall at all times from the Initial Utilisation
      Date until the date of merger between Holdco and the Company, maintain an
      interest bearing debt service reserve account (the “Debt Service
      Reserve Account") with the Agent, and Holdco shall ensure that the
      balance standing to the credit of the Debt Service Reserve Account shall
      not fall below the aggregate of the interest payments for Facility A Loans
      accruing and/or falling due within 6 Months. For the purposes of this
      paragraph (b), such interest payments in respect of Facility A Loans shall
      be calculated by reference to the actual aggregate Facility A Loans
      outstanding at such time and the interest rate applicable to the Facility
      A Loans shall be equal to the sum of (A) CD Rate applicable to the first
      Interest Period in respect of the Facility A Loans and (B) 4.10% per
      annum. To the extent that such amounts so standing to the credit of the
      Debt Service Reserve Account are in excess of the aggregate amounts
      required under this paragraph (b), the Security Agent shall at the request
      of Holdco with reasonable prior notice to the Security Agent and provided
      that no Default has occurred and is continuing, transfer such excess (to
      the extent not already so transferred pursuant to this paragraph (b)) into
      an account specified by Holdco. Except to the extent provided herein,
      Holdco may not at any time make, withdraw or transfer any amount standing
      to the credit of any Debt Service Reserve Account.

	 	 	 
		
      Without prejudice to the rights of the Secured Creditors
      upon enforcement of Security (under the Security Documents) in respect of
      the Debt Service Reserve Account, Holdco may from time to time prior to
      such enforcement request the Security Agent to apply (and the Security
      shall upon such request of Holdco with reasonable notice apply) amounts
      standing to the credit of the Debt Service Reserve Account towards payment
      and discharge of interest due or falling due under this Agreement in
      respect of any or all of Facility A Loans (and if such interest is due and
      unpaid, the Security Agent shall be entitled to make such application from
      time to time, whether or not Holdco shall have requested it to do so or
      not to do so).



- 21 -




4.4      Maximum number of Utilisations

	(a) 	
      No Borrower may deliver a Utilisation Request if as a
      result of the proposed Utilisation (the subject of such Utilisation
      Request):

	 	 	 
		(i) 	
      more than 1 Facility A1 Loans would be outstanding;
    or

	 	 	 
		(ii) 	
      more than 1 Facility A2 Loans would be
  outstanding.

	 	 	 
	(b) 	
      Facility B shall be available for multiple Utilisations;
      provided, that the amount of any proposed Utilisation in respect of
      Facility B shall be a minimum amount of KRW10,000,000,000 and an integral
      multiple of KRW1,000,000,000 or, if less, the Available Facility for such
      Facility.

	 	 	 
	(c) 	
      No Loan shall be divided.



- 22 -




SECTION 3 

UTILISATION 

	5. 	
      UTILISATION - LOANS

	 	 
	5.1 	
      Delivery of the Utilisation Request

	 	 
		
      A Borrower may utilise a Facility by delivery to the
      Agent of a duly completed Utilisation Request not later than 10:00a.m. on
      the date which is 3 Business Days before the proposed Utilisation Date (or
      such shorter period as the Majority Lenders may otherwise
agree).

	 	 
	5.2 	
      Completion of a Utilisation
  Request




	(a) 	
      Each Utilisation Request is irrevocable and will not be
      regarded as having been duly completed unless:

	 	 	 	 
		(i) 	
      it identifies each Facility to be utilised and the
      Borrower making such Utilisation under such Facility is the Borrower
      specified in respect of such Facility under paragraphs (b) and (c) of
      Clause 2.1 (The Facilities);

	 	 	 	 
		(ii) 	
      the proposed Utilisation Date is a Business Day within
      the Availability Period applicable to each such Facility to be utilised
      and only in the case of Facility B, the proposed Utilisation Date is an
      Interest Payment Date for a Facility A Loan;

	 	 	 	 
		(iii) 	
      the currency of each of the proposed Loans is
  KRW;

	 	 	 	 
		(iv) 	
      the amount of each of the proposed Loans (the subject of
      such Utilisation Request) under any Facility does not exceed the Available
      Facility for such Facility;

	 	 	 	 
		(v) 	
      the proposed Interest Period for each of the proposed
      Loans (the subject of such Utilisation Request) complies with Clause 9
      (Interest Periods); and

	 	 	 	 
		(vi) 	
      it specifies the account and bank to which the proceeds
      of each of the proposed Loans (the subject of such Utilisation Request)
      are to be credited, which shall:

	 	 	 	 
			(A) 	
      (in the case of a Facility A Loan or any part thereof) be
      the Holdco Proceeds Account; or

	 	 	 	 
			(B) 	
      (in the case of a Facility B Loan or any part thereof) be
      the Company Proceeds Account.

	 	 	 	 
	(b) 	
      Only one Loan under each Facility may be requested in
      each Utilisation Request. For the avoidance of doubt, only one Loan may be
      made under a Facility on any Utilisation Date, provided that a Loan under
      more than one Facility may be made on the same Utilisation Date.

	 	 	 	 
	(c) 	
      The Initial Utilisation Date for Facility A1 Loan and
      Facility A2 Loan shall fall on the same date.




	5.3 	
      Lenders' participation




	(a) 	
      If the conditions set out in this Agreement have been
      met, each Lender shall make its participation in each Loan (the subject of
      a Utilisation Request) available by the Utilisation Date for such Loan
      through its Facility Office.



- 23 - 





	(b) 	
      The amount of each Lender's participation in a Loan under
      any Facility will be equal to a proportion of such Loan, such proportion
      being the proportion borne by its Available Commitment for such Facility
      to the Available Facility for such Facility immediately prior to making
      such Loan.

	 	 
	(c) 	
      The Agent shall promptly (and by 4:00p.m. on the date
      which is 2 Business Days prior to the Utilisation Date) notify each Lender
      of the amount of each Loan and the amount of each Lender's participation
      in such Loan.

	 	 
	(d) 	
      Upon the expiry of the Availability Period for any
      Facility, the Available Facility for such Facility and the Available
      Commitment of each Lender for such Facility shall be immediately reduced
      to zero.



- 24 -




SECTION 4 

REPAYMENT, PREPAYMENT AND CANCELLATION

6.     REPAYMENT 

6.1   Repayment of Loans

	(a) 	
      Holdco shall repay:

	 	 	 
		(i) 	
      the Facility A1 Loan in full on the Facility A1 Repayment
      Date; and

	 	 	 
		(ii) 	
      the Facility A2 Loan in instalments by repaying on each
      Facility A2 Repayment Date an amount which reduces the amount of Facility
      A2 Loan utilised and outstanding on the Initial Utilisation Date by the
      percentage set out opposite that Facility A2 Repayment Date
  below:





	Facility A2 Repayment Date 	Repayment Instalment
  
	 	 
	The Interest Payment Date falling on the
      12th 
Month after the Initial Utilisation Date 	12.5%


	 	 
	The Interest Payment Date falling on the
      18th 
Month after the Initial Utilisation Date 	12.5%


	 	 
	The Interest Payment Date falling on the
      24th 
Month after the Initial Utilisation Date 	12.5%


	 	 
	The Interest Payment Date falling on the
      30th 
Month after the Initial Utilisation Date 	12.5%


	 	 
	The Interest Payment Date falling on the
      36th 
Month after the Initial Utilisation Date 	12.5%


	 	 
	The Interest Payment Date falling on the
      42nd 
Month after the Initial Utilisation Date 	12.5%


	 	 
	The Interest Payment Date falling on the
      48th 
Month after the Initial Utilisation Date 	12.5%


	 	 
	The Interest Payment Date falling on the
      54th 
Month after the Initial Utilisation Date 	12.5%


	 	 
	Total Repayment 	100%
  



	(b) 	
      The Company shall repay the Facility B Loans in such
      amounts to ensure that the combined aggregate of Facility A2 Loan and
      Facility B Loans on each Facility B Repayment Date does not exceed the
      amount corresponding to the percentage (the “Relevant Percentage”)
      of the amount of Facility A2 Loan utilised and outstanding on the Initial
      Utilisation Date set out opposite that Facility B Repayment Date
    below:



    - 25 -






	Facility B Repayment Date 	Relevant Percentage 
	 	 
	The Interest Payment Date falling on the
      12th 

      Month after the Initial Utilisation Date 	87.5% 
	 	 
	The Interest Payment Date falling on the
      18th 
Month after the Initial Utilisation Date 	75.0%


	 	 
	The Interest Payment Date falling on the
      24th 
Month after the Initial Utilisation Date 	62.5%


	 	 
	The Interest Payment Date falling on the
      30th 
Month after the Initial Utilisation Date 	50.0%


	 	 
	The Interest Payment Date falling on the
      36th 
Month after the Initial Utilisation Date 	37.5%


	 	 
	The Interest Payment Date falling on the
      42nd 
Month after the Initial Utilisation Date 	25.0%


	 	 
	The Interest Payment Date falling on the
      48th 
Month after the Initial Utilisation Date 	12.5%


	 	 
	The Interest Payment Date falling on the
      54th 
Month after the Initial Utilisation Date 	0%
  





	6.2 	
      Reduction of Facility B

	 	 	 
		(a) 	
      If Holdco wholly or partially repays or prepays the
      Facility A2 Loan with funds, which are unrelated to or not sourced from
      the Company’s Utilisation of Facility B, the Total Facility B Commitments
      shall be reduced by an amount which is equal to the amount of such
      repayment or prepayment of the Facility A2 Loan on the date of such
      repayment or prepayment.

	 	 	 
		(b) 	
      Any reduction of the Total Facility B Commitments shall
      reduce rateably the Facility B Commitment of each Lender.

	 	 	 
	6.3 	
      No re-borrowing

	 	 	 
		
      None of the Borrowers may re-borrow any part of a
      Facility which is repaid or prepaid.

	 	 	 
	7. 	
      PREPAYMENT AND CANCELLATION

	 	 	 
	7.1 	
      Illegality

	 	 	 
		
      If it becomes unlawful in any jurisdiction for a Lender
      to perform any of its obligations as contemplated by this Agreement or to
      fund its participation in any Loan (or any part thereof) to or for such
      Lender in respect of such Lender's participation in any Loan):

	 	 	 
		(a) 	
      that Lender shall promptly notify the Agent upon becoming
      aware of that event;

	 	 	 
		(b) 	
      upon the Agent notifying Holdco, the Commitment of that
      Lender for each Facility will be immediately cancelled; and

	 	 	 
		(c) 	
      each Borrower shall repay that Lender's participation in
      each of the Loans made to that Borrower on the last day of the Interest
      Period relating to such Loan occurring after the Agent has notified Holdco
      or, if earlier, the date specified by the Lender in the
  notice delivered to the Agent (being no
earlier than the last day of any applicable grace period permitted by law). 



- 26 -




7.2   Mandatory prepayment from Public Equity
Issuance Proceeds

	(a) 	
      In this Clause 7.2:

	 	 	 
		
      "Public Equity Issuance Proceeds" means the
      aggregate amount of all cash (and the fair market value of all non-cash
      consideration which is not subject to the Transaction Security) received
      by or paid to the order of any Borrower in respect of any Public Equity
      Issuance after deducting:

	 	 	 
		(i) 	
      all costs, expenses and fees properly incurred and
      payable by the relevant Borrower in connection with that Public Equity
      Issuance; and

	 	 	 
		(ii) 	
      any amounts paid or provided to be paid by the relevant
      Borrower for or on account of Taxes as a result of that Public Equity
      Issuance.

	 	 	 
		
      "Public Equity Issuance" means any issuance or
      sale by any Borrower of any of the share capital or of any Equity Rights
      for the share capital of that Borrower, if the equity or capital
      contribution or the consideration for that sale or issuance derives
      directly or indirectly from any offer or sale constituting a public
      offering under the securities laws of the relevant jurisdiction after the
      date of this Agreement in which either or both retail and institutional
      investors are eligible to buy any share capital or Equity Rights for share
      capital of that Borrower.

	 	 	 
	(b) 	
      The Company shall ensure that an amount equal to the full
      amount of any Public Equity Issuance Proceeds (that are attributable to
      any receipt or payment to the order of the Company) is paid into the
      Company Prepayment Account for application in accordance with Clause 7.10
      (Prepayment Accounts), unless otherwise agreed by the
    Lenders.

	 	 	 
	(c) 	
      Holdco shall ensure that an amount equal to the full
      amount of any Public Equity Issuance Proceeds (other than any that falls
      within paragraph (b)) is paid into the Holdco Prepayment Account for
      application in accordance with Clause 7.10 (Prepayment Accounts),
      unless otherwise agreed by the Lenders.



7.3   Mandatory prepayment from Debt Incurrence
Proceeds

	(a) 	
      In this Clause 7.3:

	 	 	 
		
      "Debt Incurrence Proceeds" means the aggregate
      amount of all cash (and, in the case of any non-cash consideration
      including by way of set-off, the monetary value thereof which is not
      subject to the Transaction Security) received by or paid to the order of
      any Borrower as a result of incurring any Financial Indebtedness after the
      date of this Agreement except for any Permitted Financial Indebtedness set
      out in paragraphs (b)(i), (b)(iii), (b)(iv) and b(v) of Clause 20.6
      (Restrictions on financial indebtedness) after deducting:

	 	 	 
		(i) 	
      all costs and expenses properly incurred and payable in
      connection with incurring that Financial Indebtedness; and

	 	 	 
		(ii) 	
      any amounts paid or provided to be paid by that Borrower
      for or on account of Taxes as a result of incurring that Financial
      Indebtedness.



- 27 -





	(b) 	
      The Company shall ensure that an amount equal to the full
      amount of any Debt Incurrence Proceeds (that are attributable to any
      receipt or payment to the order of the Company) is paid into the Company
      Prepayment Account for application in accordance with Clause 7.10
      (Prepayment Accounts).

	 	 
	(c) 	
      Holdco shall ensure that an amount equal to the full
      amount of any Debt Incurrence Proceeds (other than any that falls within
      paragraph (b)) is paid into the Holdco Prepayment Account for application
      in accordance with Clause 7.10 (Prepayment Accounts), except such
      Debt Incurrence Proceeds attributable to the Financial Indebtedness set
      out in paragraph (b)(ii) of Clause 20.6 (Restrictions on financial
      indebtedness) that are deposited into the Holdco Operating Account for
      the application of the Permitted Holdco Administrative Payments.

	 	 
	7.4 	
      Mandatory prepayment from Disposal
  Proceeds

	 	 
	(a) 	
      In this Clause 7.4:

	 	 
		
      “Disposal Proceeds" means the aggregate amount of
      all cash payments (and the fair market value of all non-cash consideration
      (including, when received, the cash or cash equivalent proceeds of any
      deferred consideration, whether by way of adjustment to the purchase price
      or otherwise) which is not subject to the Transaction Security) received
      by or paid to the order of any Borrower in connection with the sale,
      transfer or other disposal (including, without limitation, a lease which
      has the effect of disposing of a substantial part of the economic value of
      an asset) by that Borrower after the date of this Agreement, except for
      any Permitted Disposal set out in Clause 20.5(b) (Disposal), after
      deducting:




	 	(i) 	
      fees and transaction costs properly incurred and payable
      in connection with that sale, transfer or disposal; and

	 	 	 
	 	(ii) 	
      any amounts paid or provided to be paid by that Borrower
      for or an account of Taxes as a result of that sale, transfer or
      disposal.




	(b) 	
      The Company shall ensure that an amount equal to the full
      amount of any Disposal Proceeds(that are attributable to any receipt or
      payment to the order of the Company) is paid into the Company Prepayment
      Account for application in accordance with Clause 7.10 (Prepayment
      Accounts).

	 	 
	(c) 	
      Holdco shall ensure that an amount equal to the full
      amount of any Disposal Proceeds (other than any that falls within
      paragraph (b)) is paid into the Holdco Prepayment Account for application
      in accordance with Clause 7.10 (Prepayment
  Accounts).



7.5   Mandatory prepayment from Insurance Proceeds


	(a) 	
      In this Clause 7.5:

	 	 
		
      “Insurance Proceeds" means any cash proceeds
      received by or paid to the order of any Borrower under or pursuant to any
      insurance policy (or equivalent) (excluding any insurance policy (or
      equivalent) in respect of any (i) third party liability of any Borrower or
      any liability owed by any Borrower to its employees; (ii) automobile
      insurance; and (iii) employee guarantee insurance and directors liability
      insurance) after the date of this Agreement, less any Taxes, costs and
      expenses properly incurred and payable by such Borrower in making the
      relevant claim under such insurance policy (or equivalent) giving rise to
      such receipt or payment.



- 28 - 





	(b) 	
      Holdco shall ensure that an amount equal to the full
      amount of any Insurance Proceeds that are attributable to any receipt or
      payment to the order of Holdco is applied in accordance with Clause 7.10
      (Prepayment Account) unless (i) the amount of such Insurance
      Proceeds is less than KRW 3,000,000,000; and (ii) such amount is applied
      to rebuild, repair or repurchase the insured property within 6 months of
      receipt of the Insurance Proceeds.

	 	 
	(c) 	
      The Company shall ensure that an amount equal to the full
      amount of any Insurance Proceeds (other than any falling within paragraph
      (b)) is applied in accordance with Clause 7.10 (Prepayment Account)
      unless (i) the amount of such Insurance Proceeds is less than KRW
      3,000,000,000; and (ii) such amount is applied to rebuild, repair or
      repurchase the insured property within 6 months of receipt of the
      Insurance Proceeds.



7.6   Mandatory prepayment from Claim
Proceeds

	(a) 	
      In this Clause 7.6:

	 	 	 
		
      “Claim Proceeds" means any amount received or
      recovered by Holdco pursuant to or in respect of:

	 	 	 
		(i) 	
      any breach of contract or warranty claim under any
      Acquisition Document or Report or any reliance letter or any related legal
      action or proceedings in respect of the Acquisition (whether by way of
      judgment on or settlement of any such claim) (in each case net of Taxes,
      costs and expenses properly incurred in achieving any such receipt or
      recovery); or

	 	 	 
		(ii) 	
      any refund or return of the purchase price for the
      Acquisition (or any part thereof).

	 	 	 
	(b) 	
      Holdco shall ensure that an amount equal to the full
      amount of any Claim Proceeds is paid into the Holdco Prepayment Account
      for application in accordance with Clause 7.10 (Prepayment
      Accounts).



7.7   Mandatory prepayment of Excess Cash
Flow

	(a) 	
      In this Clause 7.7:

	 	 	 
		
      "Excess Cash Flow" means for any financial year of
      the Company (by reference to the audited non-consolidated financial
      statements of the Company) (the "Relevant Financial Year"), the
    amount equal to EBITDA for that Relevant Financial Year:

	 	 	 
	 	plus	 
	 	 	 
		(i) 	
      increases in deferred revenue;

	 	 	 
		(ii) 	
      (if negative) any difference between working capital on
      the last day of the relevant period and the last day of the preceding
      period; and

	 	 	 
		(iii) 	
      (to the extent not already covered above) other cash
      income of the Company (including income of an extraordinary, non-recurring
      or unusual nature),

	 	 	 
		
      less

	 	 	 
		(iv) 	
      permitted Capital Expenditure actually incurred by the
      Company;

	 	 	 
		(v) 	
      interest expense payable in cash on all Permitted
      Financial Indebtedness incurred by the Company;



- 29 -





	 	(vi) 	
      scheduled principal payments on all Permitted Financial
      Indebtedness incurred by the Company;

	 	 	 
	 	(vii) 	
      principal amounts prepaid by the Company under Clause
      7.11 (Voluntary prepayment of the Loans);

	 	 	 
	 	(viii) 	
      income tax and like taxes payable in cash net of cash
      income tax amounts received by the Company (including any tax credit,
      relief, refund and remission);

	 	 	 
	 	(ix) 	
      (if positive) any difference between working capital on
      the last day of the relevant period and the last day of the preceding
      period;

	 	 	 
	 	(x) 	
      increases in deferred charge;

	 	 	 
	 	(xi) 	
      the Distributions made by the Company to Holdco;
    and

	 	 	 
	 	(xii) 	
      (to the extent not already covered above) other cash
      expenses of the Company (including costs or expenses of an extraordinary,
      non-recurring or unusual nature).




	(b) 	
      In respect of each financial year of the Company
      commencing with the financial year ending December 31, 2012, Holdco shall
      ensure that, on or prior to the earlier of (A) the expiry of 5 Business
      Days after delivery to the Agent of the Company's audited consolidated
      financial statements in respect of that financial year and (2) the expiry
      of 110 days after the end of that financial year (whichever is earlier),
      an amount (the "Excess Cash Flow Amount" for that financial year)
      equal to the product of (x) the Excess Cash Flow for that financial year
      and (y) the percentage set out in column (2) of the table below opposite
      that Leverage Ratio shall be paid into the Company Prepayment Account for
      application in accordance with Clause 7.10 (Prepayment
    Account).





	(1) Leverage Ratio 	(2) Percentage 
	 	 
	3.5:1 or more 	50% 
	 	 
	3.0:1 or more but less than 3.5:1 	40% 
	 	 
	2.5:1 or more but less than 3.0:1 	30% 
	 	 
	2.0:1 or more but less than 2.5:1 	20% 
	 	 
	1.5:1 or more but less than 2.0:1 	10% 
	 	 
	less than 1.5:1 	0% 


7.8    Mandatory prepayment from Sponsor
Proceeds 

	(a) 	
      In this Clause 7.8:

	 	 	 
		
      “Sponsor Proceeds" means the aggregate amount of
      all cash received by or paid to the order of any Borrower as a result of
      incurrence of any loan directly or indirectly from the Sponsor or Dutchco
      or any issuance or sale of any of the share capital or of any Equity
      Rights of that Borrower directly or indirectly to the Sponsor or Dutchco
      after deducting:

	 	 	 
		(i) 	
      all costs and expenses properly incurred and payable in
      connection with incurring that loan or issuing that equity;
  and



- 30 - 





	 	(ii) 	
      any amounts paid or provided to be paid by that Borrower
      for or on account of Taxes as a result of incurring that loan or issuing
      that equity.




	(b) 	
      The Company shall ensure that an amount equal to the full
      amount of any Sponsor Proceeds (that are attributable to any receipt or
      payment to the order of the Company) is paid into the Company Prepayment
      Account for application in accordance with Clause 7.10 (Prepayment
      Accounts).

	 	 
	(c) 	
      Holdco shall ensure that an amount equal to the full
      amount of any Sponsor Proceeds (other than any that falls within paragraph
      (b)) is paid into the Holdco Prepayment Account for application in
      accordance with Clause 7.10 (Prepayment Accounts), except such
      Sponsor Proceeds that are deposited into (i) the Debt Service Reserve
      Account for compliance with paragraph (b) of Clause 4.3
      (Post-completion undertakings) and (ii) the Holdco Operating
      Account for the application of the Permitted Holdco Administrative
      Payments.



7.9    Mandatory prepayment from Distribution
Proceeds 

	(a) 	
      In this Clause 7.9:

	 	 
		
      “Distribution Proceeds" means the proceeds from
      any Distribution made to Holdco by the Company, less any Taxes, costs and
      expenses properly incurred and payable by Holdco in connection with such
      Distribution.

	 	 
	(b) 	
      Holdco shall ensure that an amount equal to the full
      amount of any Distribution Proceeds is paid into the Holdco Prepayment
      Account for application in accordance with Clause 7.10 (Prepayment
      Accounts) except such Distribution Proceeds that are set aside by way
      of reserves for the repayment of the Facility A2 Loan (or payment of any
      interest on the Facility A2 Loan) scheduled to become due and
    payable.



7.10  Prepayment Accounts 

	(a) 	
      In this Clause 7.10:

	 	 	 
		
      "Proceeds" means the moneys relating to or
      representing any or all of the following which are payable into any
      Prepayment Account under Clauses 7.2 (Mandatory prepayment from Public
      Equity Issuance Proceeds) to 7.9 (Mandatory Prepayment from Sponsor
      Proceeds):

	 	 	 
		(i) 	
      Public Equity Issuance Proceeds;

	 	 	 
		(ii) 	
      Debt Incurrence Proceeds;

	 	 	 
		(iii) 	
      Disposal Proceeds;

	 	 	 
		(iv) 	
      Insurance Proceeds;

	 	 	 
		(v) 	
      Claim Proceeds;

	 	 	 
		(vi) 	
      Excess Cash Flow;

	 	 	 
		(vii) 	
      Sponsor Proceeds; and/or

	 	 	 
		(viii) 	
      Distribution Proceeds,



where "Proceeds" are relevant to or
relate to Holdco if they are payable into the Holdco Prepayment Account, and
"Proceeds" are relevant to or relate to the Company if they are payable into any
the Company Prepayment Account. 

- 31 - 





	(b) 	
      Each Borrower shall ensure that all Proceeds (or an equal
      amount) (for the avoidance of doubt, including amounts which are not
      subject to immediate mandatory prepayment if such amounts are used for a
      specific purpose within a specified period (if any)) relevant to it are
      paid directly into (or, as soon as practicable and in any event within 5
      Business Days after receipt by or payment to the order of any Borrower,
      are transferred into) the Prepayment Account in its name and all payments
      to be made or transferred into the Prepayment Account shall be in Korean
      Won.

	 	 	 
	(c) 	
      Within 5 Business Days after the date (the "Receipt
      Date") on which any Proceeds or any consideration giving rise to any
      Proceeds have been received by or paid to the order of any Borrower,
      Holdco shall deliver to the Agent a certificate, signed by a Financial
      Officer of the Company or a director of Holdco, confirming:

	 	 	 
		(i) 	
      the Receipt Date;

	 	 	 
		(ii) 	
      the amount of those Proceeds; and

	 	 	 
		(iii) 	
      details of the nature of such Proceeds or such
      consideration giving rise to such Proceeds and of any amounts deducted
      from or when calculating those Proceeds or such consideration.

	 	 	 
	(d) 	
      Holdco shall ensure that the entire balance standing to
      the credit of the Holdco Prepayment Account (other than the balance
      attributable to any Distribution made to Holdco by the Company with the
      proceeds of Facility B Loans) shall, at the end of each Interest Period
      relating to Facility A Loan be applied towards prepayment of Facility A
      Loan in the following order:

	 	 	 
		(i) 	
      first, in prepayment of the Facility A1 Loan;
  and

	 	 	 
		(ii) 	
      secondly, in prepayment of the Repayment Instalments for
      Facility A2 Loan in the inverse order of maturity.

	 	 	 
	(e) 	
      Holdco shall ensure that the balance standing to the
      credit of the Holdco Prepayment Account attributable to any Distribution
      made to Holdco by the Company with the proceeds of Facility B Loans shall,
      on the immediately following Repayment Date for Facility A2 Loan, be
      applied towards prepayment of Facility A2 Loan in the order of
      maturity.

	 	 	 
	(f) 	
      The Company shall ensure that the entire balance standing
      to the credit of the Company Prepayment Account shall, at the end of each
      Interest Period relating to Facility B Loans, be applied towards
      prepayment of Facility B Loans in the order of maturity.

	 	 	 
	(g) 	
      No amount may be withdrawn or transferred from any or all
      of the Prepayment Accounts except:

	 	 	 
		(i) 	
      to make the prepayments and/or applications required
      under this Clause 7.10 or as otherwise permitted under this Agreement;
      or

	 	 	 
		(ii) 	
      with the prior consent of the Majority
  Lenders.



7.11   Voluntary prepayment of the Loans

	(a) 	
      Each Borrower may, if such Borrower gives the Agent not
      less than 5 Business Days' (or such shorter period as the Majority Lenders
      may agree) prior notice, prepay all or any part of the Loans on the last
      day of an Interest Period relating thereto, provided that except in the
      case of prepayment of the Loans in full, the aggregate amount of such
      prepayment shall be a minimum amount of KRW10,000,000,000 and an integral
      multiple of KRW1,000,000,000.



- 32 -





	(b) 	
      In the case of prepayment by Holdco, the amount of such
      prepayment shall be applied pro rata towards the prepayment of Facility A1
      Loan and then Facility A2 Loan.

	 	 
	(c) 	
      A Facility B Loan may only be prepaid under this Clause
      7.11 after the repayment or prepayment in full of Facility A
  Loans.

	 	 
	(d) 	
      Any prepayment of any Loan under any of Facility A (or
      any part thereof) made under this Clause 7.11 shall satisfy the
      obligations under Clause 6.1 (Repayment of Loans) in respect of the
      remaining Repayment Instalments for such Loan in the inverse order of
      maturity.

	 	 
	(e) 	
      Any prepayment of any Loan under any of Facility B (or
      any part thereof) made under this Clause 7.11 shall be applied towards
      prepayment of Facility B Loans in the inverse order of
  maturity.




	7.12 	
      Right of replacement of a single Lender

	 	 	 
		
      If:

	 	 	 
		(a) 	
      any sum payable to any Lender by a Borrower in respect of
      any part of such Lender's share of any Loan is required to be increased
      under paragraph (a) of Clause 12.2 (Tax gross-up); or

	 	 	 
		(b) 	
      any Lender claims indemnification from a Borrower under
      Clause 12.3 (Tax indemnity) or Clause 13.1 (Increased costs)
      in respect of any part of such Lender's share of Loan or any part of such
      Lender's Commitment in respect of any Facility,

	 	 	 
		
      the relevant Borrower may, while the circumstance giving
      rise to such requirement or indemnification continues give the Agent
      notice of cancellation of such part of such Commitment of that Lender and
      its intention to procure the prepayment of such part of such Lender's
      participation in such Loan, whereupon such part of such Commitment of that
      Lender shall immediately be reduced to zero. On the last day of the
      Interest Period relating to such Loan which ends after such Borrower has
      given notice under this Clause 7.12 (or, if earlier, the date specified by
      such Borrower in that notice), the Borrower to whom such Loan is made
      shall prepay such part of such Lender's participation in such Loan,
      together with accrued interest, and all other amounts accrued or
      outstanding under the Finance Documents.

	 	 	 
		
      Any prepayment of any Loan under any of Facility A or
      Facility B (or any part thereof) made under this Clause 7.12 after the
      expiry of the Availability Period for such Facility, shall satisfy the
      obligations under Clause 6.1 (Repayment of Loans) in respect of the
      remaining Repayment Instalments for such Loan in inverse order of
      maturity.

	 	 	 
	7.13 	
      Restrictions




	(a) 	
      Any notice of cancellation or prepayment given under this
      Clause 7 shall be irrevocable and, unless a contrary indication appears in
      this Agreement, shall specify the date or dates upon which the relevant
      cancellation or prepayment is to be made and the amount of that
      cancellation or prepayment.

	 	 
	(b) 	
      Any prepayment under this Agreement shall be made after
      payment of all interest accrued and due and, subject to the provisions of
      Clause 7.14 (Prepayment fee), without premium or
  penalty.



- 33 -





	(c) 	
      No Borrower shall repay or prepay all or any part of the
      Loans or cancel all or any part of the Commitments of the Lenders in
      respect of any or all of the Facilities except at the times and in the
      manner expressly provided for in this Agreement.

	 	 
	(d) 	
      Unless a contrary indication appears in this Agreement,
      no amount of the Total Commitments or the Commitment of any Lender in
      respect of any Facility cancelled under this Agreement may be subsequently
      reinstated.

	 	 
	(e) 	
      If the Agent receives a notice under this Clause 7 it
      shall promptly forward a copy of that notice to either Holdco (on behalf
      of the Borrowers) or the affected Lender, as
appropriate.



7.14   Prepayment Fee

	(a) 	
      No prepayment or cancellation fee shall be payable by any
      Borrower in respect of the prepayment and/or cancellation of any Loan
      pursuant to Clause 7.1 (Illegality), Clause 7.10 (Prepayment
      Account), Clause 7.11 (Voluntary prepayment of the Loans)
      and/or Clause 7.12 (Right of Replacement of a Single
  Lender).

	 	 
	(b) 	
      Notwithstanding paragraph (a) above, if all or any part
      of any Loan (the "Relevant Loan") is to be prepaid in accordance
      with Clause 7.11 (Voluntary prepayment of the Loans) and Clause 7.3
      (Mandatory prepayment from Debt Incurrence Proceeds) prior to (and
      including) the date falling 18 Months from the Initial Utilisation Date,
      the Borrower to whom such Relevant Loan is made shall, in addition to all
      other sums required to be paid under this Agreement in connection with
      such prepayment, pay to the Lenders (to whom any part of such Relevant
      Loan is owed) on such date a prepayment fee equal to 1.0% of the amount
      (if any) by which the amount to be so prepaid on such Relevant Loan on
      such date; provided, that no such prepayment fee shall apply to any
      prepayment of the Facility A2 Loan which is prepaid with the proceeds of
      the Utilisation of Facility B Loans.

	 	 
		
      Each Lender's share of such prepayment fee in respect of
      any Relevant Loan shall be a proportion of such prepayment fee, where such
      proportion is equal to such Lender's share (expressed as a percentage) of
      such Relevant Loan immediately prior to such
prepayment.



- 34 -




SECTION 5 

COSTS OF UTILISATION

	8. 	
      INTEREST

	 	 	 
	8.1 	
      Calculation of interest

	 	 	 
		
      The rate of interest on each Loan for each Interest
      Period is the percentage rate per annum which is the aggregate of the
      applicable:

	 	 	 
		(a) 	
      Margin; and

	 	 	 
		(b) 	
      CD Rate.

	 	 	 
		
      provided that, while an Event of Default (other than any
      Event of Default under Clause 21.1 (Non-payment) for any failure to
      pay any amount under any Finance Document, to which Clause 8.3 (Default
      interest) applies) is continuing, the rate of interest on each Loan
      for each day during each Interest Period relating thereto shall be the sum
      of (A) the rate of interest that would otherwise (but for this proviso)
      apply to such Loan and such day during such Interest Period and (B) 5.0%
      per annum.

	 	 	 
	8.2 	
      Payment of interest

	 	 	 
		
      The Borrower to which a Loan has been made shall pay
      accrued interest on that Loan on the last day of each Interest Period
      relating thereto.

	 	 	 
	8.3 	
      Default interest




	(a) 	
      If a Borrower fails to pay any amount payable by it under
      a Finance Document on its due date and:




	 	
      (i) 
	
      such amount is attributable to any Loan under any
      Facility or any interest payable in respect of any Loan under any
      Facility, interest shall accrue on such overdue amount from the due date
      up to the date of actual payment (both before and after judgment) at a
      rate which, subject to paragraph (b) below, is the sum of 5.0% per annum
      and the rate which would have been payable if such overdue amount had,
      during the period of non- payment, constituted a Loan under such Facility
      for successive Interest Periods, each of a duration selected by the Agent
      (acting reasonably); or

	 	 	 
	 	
      (ii) 
	
      such amount is not specifically attributable to any Loan
      under any Facility or any interest payable in respect of any Loan under
      any Facility, interest shall accrue on such overdue amount from the due
      date up to the date of actual payment (both before and after judgment) at
      a rate which is the sum of 5.0% per annum and the rate which would have
      been payable if such overdue amount had, during the period of non-payment,
      constituted a Loan under such Facility as would give rise to the highest
      rate of interest for successive Interest Periods, each of a duration
      selected by the Agent (acting reasonably).




		
      Any interest accruing under this Clause 8.3 shall be
      immediately payable by such Borrower on demand by the Agent.

	 	 
	(b) 	
      If any such overdue amount consists of all or part of a
      Loan which became due on a day which was not the last day of an Interest
      Period relating to that Loan:



- 35 - 





	 	(i) 	
      the first Interest Period for that overdue amount shall
      have a duration equal to the unexpired portion of the current Interest
      Period relating to that Loan; and

	 	 	 
	 	(ii) 	
      the rate of interest applying to that overdue amount
      during that first Interest Period shall be the sum of 5.0% per annum and
      the rate which would have applied if that overdue amount had not become
      due.




	(c) 	
      Default interest (if unpaid) arising on an overdue amount
      will be compounded with that overdue amount at the end of each Interest
      Period applicable to that overdue amount but will remain immediately due
      and payable.




	8.4 	
      Notification of rates of interest

	 	 
		
      The Agent shall promptly notify the relevant Lenders and
      the relevant Borrower of the determination of a rate of interest under
      this Agreement.

	 	 
	9. 	
      INTEREST PERIODS

	 	 
	9.1 	
      Interest Periods for
Loans




	(a) 	
      Subject to paragraphs (b) and (c), each Interest Period
      for each Loan shall be 3 Months, provided that (if as at the Utilisation
      Date for any Loan, any other Loan is already outstanding) the first
      Interest Period for such first-mentioned Loan shall end on the last day of
      the current Interest Period for such other Loan that is already
      outstanding.

	 	 
	(b) 	
      An Interest Period for a Loan under any Facility shall
      not extend beyond the Final Maturity Date for such Facility.

	 	 
	(c) 	
      An Interest Period for a Loan shall not extend beyond any
      Repayment Date for such Loan (except any Interest Period commencing on
      such Repayment Date), and any Interest Period for a Loan which would
      otherwise extend beyond any Repayment Date for any Loan (except any
      Interest Period commencing on such Repayment Date) shall end on such
      Repayment Date.

	 	 
	(d) 	
      Each Interest Period for a Loan shall start on its
      Utilisation Date or (if already made) on the last day of its preceding
      Interest Period.




	9.2 	
      Non-Business Days

	 	 
		
      If an Interest Period would otherwise end on a day which
      is not a Business Day, that Interest Period will instead end on the next
      Business Day in that calendar month (if there is one) or the preceding
      Business Day (if there is not).

	 	 
	10. 	
      CHANGES TO THE CALCULATION OF INTEREST

	 	 
	10.1 	
      Market disruption




	(a) 	
      If a Market Disruption Event occurs in relation to a Loan
      for any Interest Period, then the rate of interest on each Lender's share
      of that Loan for the Interest Period shall be the rate per annum which is
      the sum of:

	 	 	 
		(i) 	
      the applicable Margin; and

	 	 	 
		(ii) 	
      the rate notified to the Agent by that Lender as soon as
      practicable and in any event before interest is due to be paid in respect
      of that Interest Period to be that which expresses as a percentage rate per annum the cost to that
      Lender of funding its participation in that Loan from whatever source it
  may reasonably select.



- 36 - 





	(b) 	
      In this Agreement "Market Disruption Event"
      means:

	 	 	 
		(i) 	
      at or about 3.30 p.m. on the Quotation Day for the
      relevant Interest Period, the CD Rate is not capable of being determined
      in accordance with the definition of CD Rate or is zero or negative;
    or

	 	 	 
		(ii) 	
      before close of business in Seoul on the Quotation Day
      for the relevant Interest Period, the Agent receives notifications from
      two or more Lenders (whose participations in a Loan exceed 50% of that
      Loan) that the cost to it of funding its participation in the relevant
      Loan would be in excess of CD Rate.



10.2   Substitute basis of interest or funding

	(a) 	
      If a Market Disruption Event occurs and the Agent or the
      affected Borrower so requires, the Agent and the affected Borrower shall
      enter into negotiations (for a period of not more than 30 days) with a
      view to agreeing a substitute basis for determining the rate of
      interest.

	 	 
	(b) 	
      Any substitute basis agreed pursuant to paragraph (a)
      above shall, with the prior consent of the Majority Lenders holding such
      Loan and affected Borrower, be binding on all Parties.

	 	 
	(c) 	
      For the avoidance of doubt, in the event that no
      substitute basis is agreed at the end of the 30 day period, the rate of
      interest shall continue to be determined in accordance with paragraph (a)
      of Clause 10.1 (Market disruption). If a Market Disruption Event
      ceases to be continuing, the rate of interest on a Loan shall revert to
      the rate calculated in accordance with Clause 8.1 (Calculation of
      interest) on the first day of the next Interest
  Period.




	11. 	
      FEES

	 	 
	11.1 	
      Up-front Fee

	 	 
		
      Holdco shall pay to the Agent (for the account of the
      Lenders) an up-front fee in the amount of and at the times agreed in a Fee
      Letter.

	 	 
	11.2 	
      Arrangement Fee

	 	 
		
      Holdco shall pay to the Mandated Lead Arranger an
      arrangement fee in the amount of and at the times agreed in a Fee
      Letter.

	 	 
	11.3 	
      Agency Fee

	 	 
		
      Holdco shall pay to the Agent (for its own account) an
      agency fee in the amount of and at the times agreed in a Fee
  Letter.

	 	 
	11.4 	
      Deduction of Fees

	 	 
		
      Payment of the fees in Clauses 11.1 (Up-front Fee)
      and 11.2 (Arrangement Fee) and the initial fees under Clause 11.3
      (Agency Fee) shall be made out of the proceeds of the Utilisation on the
      Initial Utilisation Date in accordance with the terms of the relevant Fee
      Letters and the Agent is authorized to deduct the amount of such fees from
      such proceeds on behalf of Holdco and apply such deducted amount towards
      such fees subject to and in accordance with the terms of this
      Agreement.



- 37 -




SECTION 6 

 ADDITIONAL PAYMENT OBLIGATIONS

	12. 	
      TAX GROSS UP AND INDEMNITIES

	 	 
	12.1 	
      Definitions




	(a) 	
      In this Clause 12:

	 	 
		
      "Tax Credit" means a credit against, relief or
      remission for, or repayment of any Tax.

	 	 
		
      "Tax Deduction" means a deduction or withholding
      for or on account of Tax from a payment under a Finance
Document.

	 	 
		
      "Tax Payment" means an increased payment made by a
      Borrower to a Finance Party under Clause 12.2 (Tax gross-up) or a
      payment under Clause 12.3 (Tax indemnity).

	 	 
	(b) 	
      In this Clause 12 a reference to "determines" or
      "determined" means a determination made in the absolute discretion of the
      person making the determination.



12.2   Tax gross-up

	(a) 	
      All payments to be made by a Borrower to any Finance
      Party under the Finance Documents shall be made without any set-off or
      counterclaim, and free and clear of and without any Tax Deduction, unless
      that Borrower is required to make a Tax Deduction, in which case the sum
      payable by such Borrower (in respect of which such Tax Deduction is
      required to be made) shall be increased to the extent necessary to ensure
      that such Finance Party receives a sum net of any deduction or withholding
      equal to the sum which it would have received had no such deduction or
      withholding been made or required to be made.

	 	 
	(b) 	
      A Borrower or a Lender shall promptly upon becoming aware
      that a Borrower must make a Tax Deduction (or that there is any change in
      the rate or the basis of a Tax Deduction) notify the Agent accordingly. If
      the Agent receives such notification from a Lender it shall notify Holdco
      and that Borrower, if different from Holdco.

	 	 
	(c) 	
      If a Borrower is required to make a Tax Deduction, that
      Borrower shall make that Tax Deduction and any payment required in
      connection with that Tax Deduction within the time allowed and in the
      minimum amount required by law.

	 	 
	(d) 	
      Within 30 days of making either a Tax Deduction or any
      payment required in connection with that Tax Deduction, the Borrower
      making that Tax Deduction shall deliver to the Agent for the Finance Party
      entitled to the payment evidence reasonably satisfactory to that Finance
      Party that the Tax Deduction has been made or (as applicable) the
      appropriate payment has been paid to the relevant taxing
  authority.

	 	 
	12.3 	
      Tax indemnity

	 	 
	(a) 	
      Without prejudice to Clause 12.2 (Tax gross-up),
      if (A) any Finance Party is required to make any payment of or on account
      of Tax on or in relation to any sum received or receivable under the
      Finance Documents (including any sum deemed for purposes of Tax to be
      received or receivable by such Finance Party whether or not actually
      received or receivable) or (B) if any liability in respect of any such
      payment referred to in (A) is asserted, imposed, levied or assessed
      against any Finance Party, Holdco shall, upon demand by the Agent,
      promptly indemnify the Finance Party which suffers a loss or liability
as a result against such payment or liability or, as the case may be, pay to the
Finance Party an amount equal to the amount of such payment or liability, (in
each case) together with any interest, penalties, costs and expenses payable or
incurred in connection therewith, provided that this Clause 12.3 shall not apply
to: 



- 38 -





	 	(i) 	
      any Tax imposed on and calculated by reference to the net
      income actually received or receivable by such Finance Party (but, for the
      avoidance of doubt, not including any sum deemed for purposes of Tax to be
      received or receivable by such Finance Party but not actually receivable)
      by the jurisdiction in which such Finance Party is incorporated;

	 	 	 
	 	(ii) 	
      any Tax imposed on and calculated by reference to the net
      income of the Facility Office of such Finance Party actually received or
      receivable by such Finance Party (but, for the avoidance of doubt, not
      including any sum deemed for purposes of Tax to be received or receivable
      by such Finance Party but not actually receivable) by the jurisdiction in
      which such Facility Office is located; or

	 	 	 
	 	(iii) 	
      the extent that such loss, liability or cost is
      compensated for by an increased payment under Clause 12.2 (Tax
      gross-up).




	(b) 	
      A Finance Party intending to make a claim pursuant to
      paragraph (a) above shall notify the Agent of the event giving rise to
      such claim, whereupon the Agent shall notify Holdco thereof.

	 	 
	(c) 	
      A Finance Party shall, on receiving a payment from Holdco
      under this Clause 12.3, notify the Agent.




	12.4 	
      Tax Credit

	 	 	 
		
      If a Borrower makes a Tax Payment and the relevant
      Finance Party determines that:

	 	 	 
		(a) 	
      a Tax Credit is attributable to that Tax Payment;
    and

	 	 	 
		(b) 	
      that Finance Party has obtained, utilised and retained
      that Tax Credit,

	 	 	 
		
      the Finance Party shall pay an amount to that Borrower
      which that Finance Party determines will leave it (after that payment) in
      the same after-Tax position as it would have been in had that Tax Payment
      not been made by that Borrower.

	 	 	 
	12.5 	
      Stamp taxes

	 	 	 
		
      Holdco shall pay and, within 5 Business Days of demand,
      indemnify each Finance Party against any cost, loss or liability that
      Finance Party incurs in relation to all stamp duty, registration and other
      similar Taxes payable in respect of any Finance Document.

	 	 	 
	12.6 	
      Indirect tax

	 	 	 
		(a) 	
      All consideration payable under a Finance Document by a
      Borrower to a Finance Party shall be deemed to be exclusive of any
      Indirect Tax. If any Indirect Tax is chargeable on any supply made by any
      Finance Party to any Party under or in connection with a Finance Document,
      that Party shall pay to that Finance Party (in addition to and at the same
      time as paying that consideration) an amount equal to the amount of that
      Indirect Tax.

	 	 	 
		(b) 	
      If Indirect Tax is chargeable on any supply made by any
      Finance Party (the "Supplier") to any other Finance Party (the
      "Recipient") under a Finance Document, then to
the extent that any Borrower is required by the terms of any
      Finance Document to pay an amount in respect of the consideration for such
      supply to the Supplier (rather than being required to reimburse the
      Recipient in respect of that consideration), such Borrower shall also pay
      to the Supplier (in addition to and at the same time as paying such
  amount) an amount equal to the amount of such Indirect Tax.



- 39 -





		(c) 	
      Where a Finance Document requires a Borrower to reimburse
        a Finance Party for any costs or expenses, that Borrower shall also at the
        same time pay and indemnify that Finance Party against all Indirect Tax
        incurred by that Finance Party in respect of such costs or expenses save
        to the extent that that Finance Party is entitled to repayment or credit
    in respect of such Indirect Tax.

	 	 	 
	13. 	
      INCREASED COSTS

	 	 	 
	13.1 	
      Increased costs

	 	 	 
	(a) 	
      Subject to Clause 13.3 (Exceptions), Holdco shall,
        within 5 Business Days of demand by the Agent, pay for the account of a
        Finance Party the amount of any Increased Costs incurred or suffered by
        that Finance Party as a result of (i) the introduction of or any change in
        (or in the interpretation, administration or application of) any law or
        regulation after the date of this Agreement or (ii) compliance with any
        law or regulation made after the date of this Agreement. The terms "law"
        and "regulation" in this paragraph (a) shall include, without limitation,
        any law or regulation concerning capital adequacy, prudential limits,
    liquidity, reserve assets or Tax.

	 	 	 
	(b) 	
      In this Agreement "Increased Costs"
    means:

	 	 	 
		(i) 	
      a reduction in the rate of return from any Facility (or
        from amounts payable in respect of any Facility) or on the overall capital
        of a Finance Party (including, without limitation, as a result of any
        reduction in the rate of return on capital brought about by more capital
    being required to be allocated by such Finance Party);

	 	 	 
		(ii) 	
    an additional or increased cost; or

	 	 	 
		(iii) 	
      a reduction of any amount due and payable under or in
    respect of any Finance Document,

	 	 	 
		
      which is incurred or suffered by any Finance Party to the
        extent that it is attributable to that Finance Party having entered into,
        or undertaken any commitment (including that represented by its Commitment
        for any Facility), or funding or performing its obligations under, any
    Finance Document.

	 	 	 
	13.2 	
      Increased cost claims

	 	 	 
	(a) 	
      A Finance Party intending to make a claim pursuant to
        Clause 13.1 (Increased costs) shall notify the Agent of the event
        giving rise to that claim, following which the Agent shall promptly notify
    Holdco.

	 	 	 
	(b) 	
      Each Finance Party shall, as soon as practicable after a
        demand by the Agent, provide a certificate confirming the amount of the
        Increased Costs in respect of any claim made by it under this Clause
    13.



- 40 -







	13.3 	Exceptions
	 	 
	(a) 	
      Clause 13.1 (Increased costs) does not apply to
      any Increased Cost the extent that:

	 	 	 
		(i) 	
      such Increased Cost is attributable to a Tax Deduction
      required by law to be made by a Borrower;

	 	 	 
		(ii) 	
      such Increased Cost is compensated for by Clause 12.3
      (Tax indemnity) (or would have been compensated for under Clause
      12.3 (Tax indemnity) but was not so compensated solely because one
      of the exclusions in paragraph (a) of Clause 12.3 (Tax indemnity)
      applied);

	 	 	 
		(iii) 	
      such Increased Cost so claimed by a Finance Party is
      attributable to the breach by such Finance Party or its Affiliates of any
      law or regulation; or

	 	 	 
		(iv) 	
      such Increased Cost is attributable to a change to any
      law or regulation relating to the Credit Guarantee Fund
    Contribution.

	 	 	 
	(b) 	
      In this Clause 13.3, a reference to a "Tax
      Deduction" has the same meaning given to the term in Clause 12.1
      (Definitions).





	14. 	OTHER INDEMNITIES

	 	 	 
	14.1 	Other indemnities

	 	 	 
	(a) 	Holdco shall (or shall procure that the Company will),
      within 5 Business Days of demand, indemnify each of the Finance Parties
      against any cost, loss or liability incurred by that Finance Party as a
    result of:

	 	 	 
		(i) 	the occurrence of any Event of Default;

	 	 	 
		(ii) 	a failure by a Borrower to pay any amount due under a
      Finance Document on its due date, including without limitation, any cost,
      loss or liability arising as a result of Clause 26 (Sharing among the
    Lenders);

	 	 	 
		(iii) 	funding, or making arrangements to fund, the
      participation of a Finance Party in a Loan requested by a Borrower in a
      Utilisation Request but not made by reason of the operation of any one or
      more of the provisions of this Agreement (other than by reason of default
    or negligence by that Finance Party alone); or

	 	 	 
		(iv) 	a Loan (or part of a Loan) not being prepaid in
      accordance with a notice of prepayment given by a Borrower or as required
    by this Agreement.

	 	 	 
	(b) 	Holdco undertakes to pay each Finance Party within 5
      Business Days of demand an amount equal to any liability, damages, cost,
      loss or expense (including legal fees, costs and expenses) directly
      incurred by that Finance Party or any of the directors, officers,
      employees or agents of such Finance Party (each a "Relevant Party")
      arising out of, in connection with or based on:

	 	 	 
		(a) 	the Acquisition (whether or not made);

	 	 	 
		(b) 	any Relevant Party financing or refinancing, or agreeing
      to finance or refinance, directly or indirectly, any acquisition of any
      shares or interest in the Company by any Borrower or any person acting in
    concert with any Borrower; or

	 	 	 
		(c) 	the use of proceeds of any Loan,






- 41 -





		 except to the extent that such liability, damages, cost, loss or expense
    (as the case may be):

	 	 	 
		(i) 	 have resulted primarily from the gross negligence or
        wilful misconduct of that Relevant Party;

	 	 	 
		(ii) 	 relate to fees payable under Clause 11 (Fees)
        or the cost of work to which those fees relate or claims for loss of profits
        by the Finance Parties under the Finance Documents; or

	 	 	 
		(iii) 	 relate to costs and expenses of the type payable under
        Clause 16.1 (Transaction expenses), whether incurred by the Finance
        Parties mentioned in such Clause or any other Finance Party.

	 	 	 
	14.2 	 Indemnity to the Agent

	 	 	 
		 Holdco shall promptly indemnify the Agent
        against any cost, loss or liability incurred by the Agent (acting reasonably)
        as a result of:

	 	 	 
		(a) 	 investigating any event which it reasonably believes
        is a Default; or

	 	 	 
		(b) 	 acting or relying on any notice, request or instruction
        which it reasonably believes to be genuine, correct and appropriately
        authorised.

	 	 	 
	14.3 	 Indemnity to the Security Agent





	(a) 	
      Holdco Shall promptly indemnify the Security Agent
      against any cost, loss or liability incurred by the Security Agent as a
      result of:

	 	 	 
		(i) 	
      the taking, holding, protection or enforcement of the
      Transaction Security;

	 	 	 
		(ii) 	
      the exercise of any of the rights, powers, discretions
      and remedies vested in the Security Agent by the Finance Parties or by
      law; or

	 	 	 
		(iii) 	
      any default by any Borrower in the performance of any of
      the obligations expressed to be assumed by it in the Finance
    Documents.

	 	 	 
	(b) 	
      The Security Agent may, in priority to any payment to the
      Secured Creditors, indemnify itself out of the Secured Assets in respect
      of, and pay and retain, all sums necessary to give affect to the indemnity
      in this Clause 14.3 and shall have a lien on the Transaction Security and
      the proceeds of enforcement of the Transaction Security for all monies
      payable to it.




	15. 	
      MITIGATION BY THE LENDERS

	 	 	 
	15.1 	
      Mitigation

	 	 	 
		(a) 	
      Each Finance Party shall, in consultation with Holdco,
      take all reasonable steps to mitigate any circumstances which arise and
      which would result in any amount becoming payable under or pursuant to, or
      cancelled pursuant to, any of Clause 7.1 (Illegality), Clause 12
      (Tax gross-up and indemnities) or Clause 13 (Increased
      costs), including (but not limited to) transferring its rights and
      obligations under the Finance Documents to another Affiliate or Facility
      Office.

	 	 	 
		(b) 	
      Paragraph (a) above does not in any way limit the
      obligations of any Borrower under the Finance
Documents.



- 42 -





	15.2 	
      Limitation of
liability




	(a) 	
      Holdco shall promptly indemnify each Finance Party for
      all costs and expenses reasonably incurred by that Finance Party as a
      result of steps taken by it under Clause 15.1
  (Mitigation).

	 	 
	(b) 	
      A Finance Party is not obliged to take any steps under
      Clause 15.1 (Mitigation) if, in the opinion of that Finance Party
      (acting reasonably), to do so might be prejudicial to
it.




	16. 	
      COSTS AND EXPENSES

	 	 
	16.1 	
      Transaction expenses




	(a) 	
      Holdco shall promptly on demand pay the Agent, the
      Security Agent and the Arrangers the amount of all costs and expenses
      (including fees of the Korean legal counsel of the Arrangers and the
      Agent) reasonably incurred by any of them in connection with the
      negotiation, preparation, printing, execution, syndication and perfection
      of:

	 	 	 
		(i) 	
      this Agreement and any other documents referred to in
      this Agreement and the Transaction Security; and/or

	 	 	 
		(ii) 	
      any other Finance Documents executed after the date of
      this Agreement,




	(b) 	
      The amount of costs and expenses incurred pursuant to
      paragraph (a) above until (and including) the initial Utilization Date of
      the Tranche B Loan shall not exceed KRW 400,000,000.

	 	 
	(c) 	
      Sufficient documentary evidence of such costs and
      expenses shall be provided to Holdco.




	16.2 	
      Amendment costs

	 	 
		
      If a Borrower requests an amendment, waiver or consent
      under any Finance Document, Holdco shall, within 5 Business Days of
      demand, reimburse each of the Agent and the Security Agent for the amount
      of all costs and expenses (including legal fees) reasonably incurred by
      the Agent or the Security Agent in responding to, evaluating, negotiating
      or complying with that request. Sufficient documentary evidence of such
      costs and expenses shall be provided to Holdco.

	 	 
	16.3 	
      Enforcement costs

	 	 
		
      Holdco shall, within 5 Business Days of demand, pay to
      each Finance Party the amount of all costs and expenses (including legal
      fees) incurred by that Finance Party in connection with the enforcement
      of, or the preservation of any rights under, any Finance Document or in
      connection with any restructuring or renegotiation of the Secured
      Liabilities and any proceedings instituted by or against the Security
      Agent as a consequence of taking or holding the Transaction Security or
      enforcing those rights. Sufficient documentary evidence of such costs and
      expenses shall be provided to Holdco.

	 	 
	16.4 	
      Security Agent expenses

	 	 
		
      Holdco shall promptly on demand pay the Security Agent
      the amount of all costs and expenses (including legal fees) reasonably
      incurred by it in connection with the administration or release of any
      Security created pursuant to any Security Document. Sufficient documentary
      evidence of such costs and expenses shall be provided to
  Holdco.



- 43 - 




SECTION 7 

REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT

	17. 	REPRESENTATIONS 
	  	  
	(a) 	
      Each Borrower makes the representations and warranties
      set out in this Clause 17 to each Finance Party on the date of this
      Agreement, on the Initial Utilisation Date and at the Closing Date.
  

	 	
       

	(b) 	
      Any representation or warranty made by Holdco at any time
      prior to the Closing Date with respect to the Company is only given to the
      best of the actual knowledge of Holdco (having made due and careful
      enquiry). For the avoidance of doubt, this qualification shall not apply
      (i) to such representations and warranties to the extent they relate to
      persons other than the Company, (ii) to any representation or warranty
      given by the Company (as and when it becomes party hereto) or (iii) at any
      time on or after the Closing Date. 




	17.1 	
      Status




	(a) 	
      It and each of its Subsidiaries is a limited liability
      company or corporation, duly incorporated and validly existing under the
      law of its jurisdiction of incorporation.

	 	 
	(b) 	
      It and each of its Subsidiaries has the power to own its
      assets and carry on its business as it is being
  conducted.




	17.2 	
      Binding obligations

	 	 
		
      The obligations expressed to be assumed by it in each
      Transaction Document to which it is or will be a party are legal, valid,
      binding and enforceable obligations and each Security Document to which it
      is a party creates the security interests which that Security Document
      purports to create and those security interests are valid and effective,
      subject to:




	 	(a) 	
      any legal qualifications which are specifically referred
      to in any legal opinion accepted pursuant to Clause 4 (Conditions of
      Utilisation); and

	 	 	 
	 	(b) 	
      in the case of any Security Document, the Perfection
      Requirements.




	17.3 	
      Non-conflict with other obligations

	 	 
		
      The entry into and performance by it of, and the
      transactions contemplated by, the Transaction Documents and the granting
      of the Transaction Security do not and will not conflict
  with:




	 	(i) 	
      any law or regulation applicable to it or any of its
      Subsidiaries;

	 	 	 
	 	(ii) 	
      its or any of its Subsidiaries' constitutional documents;
      or

	 	 	 
	 	(iii) 	
      any agreement or instrument binding upon it or any of its
      Subsidiaries or any of its or any of its Subsidiaries' assets or
      constitute a default or termination event (however described) under any
      such agreement or instrument.




	17.4 	
      Power and authority




	 	(a) 	
      It has the power to enter into, perform and deliver, and
      has taken all necessary action to authorise its entry into, performance
      and delivery of, the Transaction Documents to which it is or will be a
      party and the transactions contemplated by those Transaction
    Documents.



- 44 - 





		(b) 	
      No limit on its powers will be exceeded as a result of
      the borrowing, grant of security or giving of indemnities contemplated by
      the Transaction Documents to which it is a party.

	 	 	 
	17.5 	
      Validity and admissibility in evidence

	 	 	 
		
      All Authorisations required:

	 	 	 
		(a) 	
      to enable it lawfully to enter into, exercise its rights
      and comply with its obligations in the Transaction Documents to which it
      is a party and the transactions contemplated by the Transaction
      Documents;

	 	 	 
		(b) 	
      to make the Finance Documents to which it is a party
      admissible in evidence in its jurisdiction of incorporation;
  and/or

	 	 	 
		(c) 	
      to enable it to create the Security to be created by it
      pursuant to any Security Document to which it is a party and to ensure
    that such Security has the priority and ranking it is expressed to have,      

	 	 	 
		have been obtained or effected and are in full force and effect
    except:
		 	 
		(i) 	
      for any applicable Perfection Requirements that are yet
      to be complied with in accordance with the Finance Documents;
and

	 	 	 
		(ii) 	
      as specifically referred to in any legal opinion accepted
      pursuant to Clause 4 (Conditions of Utilisation).

	 	 	 
		
      All Authorisations necessary for the ownership of its
        assets and the conduct of its business, trade and ordinary activities have
    been obtained or effected and are in full force and effect.

	 	 	 
	17.6 	
      Governing law and enforcement

	 	 	 
		(a) 	
      The choice of law specified in each Finance Document as
      the governing law of that Finance Document will be recognised and enforced
      in its jurisdiction of incorporation.

	 	 	 
		(b) 	
      Any judgment obtained in Korea in relation to a Finance
      Document (or in the jurisdiction of the governing law of that Finance
      Document) will be recognised and enforced in its jurisdiction of
      incorporation and, in relation to a Finance Document governed by a law
      other than Korean law, in the jurisdiction of the governing law of that
      Finance Document.

	 	 	 
	17.7 	
      Deduction of Tax

	 	 	 
		
      Except as specifically referred to in any legal opinion
      accepted pursuant to Clause 4 (Conditions of Utilisation), it is
      not required to make any deduction for or on account of Tax from any
      payment it may make under any Finance Document.

	 	 	 
	17.8 	
      Filings and stamp taxes

	 	 	 
		
      Except as specifically referred to in any legal opinion
      accepted pursuant to Clause 4 (Conditions of Utilisation), under
      the laws of its jurisdiction of incorporation it is not necessary that any
      of the Finance Documents be filed, recorded or enrolled with any court or
      other authority in that jurisdiction or that any stamp, registration,
      notarial or similar tax be paid on or in relation to any of the Finance
      Documents or the transactions contemplated by the Finance Documents, save
      in each case for (a) complying with any applicable Perfection
      Requirements, (b) (until 15 Business Days (or any applicable shorter
      period) after stamp duty has been adjudicated) the payment of stamp duty
      in respect of the Acquisition Documents and (c) (at any time after the
      Initial Utilisation Date) any other stamp, registration or
similar tax that has been paid when required under applicable law. 



- 45 -







	17.9 	No Default 
	 	 
	(a) 	
      No Event of Default and, on the date of this Agreement
      and the Closing Date, no Default is continuing or is reasonably likely to
      result from the making of any Loan or the entry into, the performance of,
      or any transaction contemplated by, any Transaction Document. 

	 	 
	(b) 	
      No other event or circumstance is outstanding which
      constitutes (or, with the expiry of a grace period, the giving of notice,
      the making of any determination or any combination of any of the
      foregoing, would constitute) a default or termination event (however
      described) under any other agreement or instrument which is binding on it
      or any of its Subsidiaries or to which its (or its Subsidiaries) assets
      are subject which has, or is reasonably likely to, have a Material Adverse
      Effect. 

	 	 
	(c) 	
      None of it or its Subsidiaries is in violation of or
      non-compliance with any applicable law or regulation which violation or
      non-compliance would, or could reasonably be expected to, have a Material
      Adverse Effect. 

	 	 
	17.10 	
      Authorised Signatures 

	 	 
		
      Any person specified as its authorised signatory on any
      documents accepted by the Agent in respect of Schedule 2 (Conditions
      precedent) or under Clause 18.4 (Information: miscellaneous) is
      authorised to sign the Utilisation Request and other notices on its
      behalf. 

	 	 
	17.11 	
      Information 

	 	 
	(a) 	
      Except as otherwise disclosed by Holdco to the Agent
      prior to the date of this Agreement, it is not aware of any untrue
      statement of any material fact in any of the Reports, or of any omission
      of any material fact from any of the Reports (which fact is necessary in
      order to make the statements contained therein not materially misleading
      in light of the circumstances under which such statements were made).
    




	
      (b) 
	
      (i) 
	
      To the best of its actual knowledge (having made due and
      careful enquiry), all of the representations and warranties given by the
      Sellers under the Acquisition Documents are true in all material respects
      and not misleading in any material respect. 




	 	(ii) 	
      It is not aware of any other event or circumstance that,
      has or could reasonably be expected to have a material adverse effect on
      the ability of the Company to operate or conduct its business in the
      manner in which it is operated or conducted or to use or enjoy its assets
      as they are used or enjoyed as at the date of the Acquisition Agreement in
      any material respect. The financial projections provided pursuant to
      paragraph 6(c) of Part I-A of Schedule 2 (Conditions Precedent)
      have been prepared in good faith on the basis of recent historical
      information and on the basis of assumptions which were reasonable as at
      the date such projections were prepared.




	(c) 	
      All other factual information provided in writing by or
      on behalf of the Sponsor, Dutchco, any Borrower (including its advisers)
      to any Finance Party is true and complete in all materials respects as at
      the date such information is provided or as at the date (if any) at which
      it is stated, and does not contain any untrue statement of a material fact
      or omit to state a material fact necessary to make such information, in
light of the circumstances in which such information is provided, not misleading
in any material respect.



- 46 -







	17.12	Financial statements
	 	 
	(a) 	
      Its Original Financial Statements were prepared in
      accordance with all applicable laws and regulations and with Korean GAAP
      as at the date thereof and give a true and fair view of its financial
      condition and the results of operations at the date and for the periods
      indicated therein.

	 	 	 
	(b) 	
      Its most recent financial statements delivered pursuant
      to Clauses 18.1 (Annual financial statements) and 18.2
      (Semi-annual financial statements):

	 	 	 
		(i) 	
      were prepared in accordance with Korean GAAP;

	 	 	 
		(ii) 	
      disclose all liabilities (contingent or otherwise) and
      all unrealised or anticipated losses which are required to be disclosed in
      such financial statements under Korean GAAP, as applicable; and

	 	 	 
		(iii) 	
      give a true and fair view of (if audited) or fairly
      represent (if unaudited) its financial condition and results of operations
      as at the end of or (as applicable) during the period to which they
      relate.

	 	 	 
	(c) 	
      For the avoidance of doubt, each of the representations
      and warranties in paragraphs (a) and (b) above shall be made independently
      of each other.





	17.13 	
      Pari passu ranking

	 	 
		
      Without limiting Clause 17.15 (Security) below,
      its payment obligations under the Finance Documents rank at least pari
      passu with the claims of all its other unsecured and unsubordinated
      creditors, except for obligations mandatorily preferred by law applying to
      companies generally.

	 	 
	17.14 	
      No proceedings pending or
  threatened




	(a) 	
      Save as disclosed to the Agent in writing, it is not
      subject to or, to its actual knowledge (having made due and careful
      enquiry), has been threatened with, any claim, litigation, arbitration or
      governmental investigation or action or any similar proceeding which if
      determined adversely to such Borrower would result or would be reasonably
      expected to result in a Material Adverse Effect.

	 	 
	(b) 	
      No order has been made, petition presented or meeting
      convened for the purpose of considering a resolution for the winding up
      of, or for the appointment of any provisional liquidator over any
      operations or assets of any Borrower. No petition has been presented for
      an administration order to be made in relation to any Borrower and no
      receiver (including any administrative receiver) has been appointed in
      respect of the whole or any part of any of the property, assets and/or
      undertaking of any of the foregoing persons.




	17.15 	
      Security

	 	 	 
		
      Except as specifically referred to in any legal opinion
      accepted pursuant to Clause 4 (Conditions of
Utilisation):

	 	 	 
		(a) 	
      subject to the Perfection Requirements, each Security
      Document creates (or, once entered into, will create) in favour of the
      Secured Creditors, the Security which it is expressed to create over the
      assets which are expressed to be secured, fully perfected and with the
      ranking and priority it is expressed to have; and



- 47 -





	 	(b) 	
      none of the constitutional documents of the Borrowers or
      the Shareholders Agreement restricts or inhibits or would restrict or
      inhibit in any manner (other than in relation to any registration
      requirements set forth in such constitutional documents) any transfer of
      any shares or ownership interests of any Borrower which are expressed to
      be (or are required by this Agreement to be or become) subject to any
      Security under any Security Document.



17.16  Title and Assets

	(a) 	
      It has good and marketable title to or has valid
      leasehold interests in or is entitled to use and enjoy all the rights and
      assets necessary to carry on its business in all material respects from
      time to time. All such assets are free and clear of all Security (other
      than Permitted Security ) and are in good working order and condition,
      except for normal wear and tear.

	 	 
	(b) 	
      After the Security Documents required to be executed
      under Part I-A of Schedule 2 (Conditions Precedent to Initial
      Utilisation Request), Part II of Schedule 2 (Conditions Precedent
      Required to be Delivered by the Company) and paragraph (a) of Clause
      4.3 (Post-completion undertakings) have been executed and, subject
      to any Perfection Requirements, all of the material assets of the
      Borrowers will be secured pursuant to the Security
  Documents.



17.17  Acquisition Documents

	(a) 	
      The Acquisition Documents:

	 	 	 
		(i) 	
      together with such other documents (in the form so
      disclosed as mentioned in the following) disclosed by Holdco to the Agent
      in writing prior to the date of this Agreement and stated to be disclosed
      under this paragraph (a)(i), contain all of the terms of the agreement and
      arrangements between Holdco and the Sellers in relation to the
      Acquisition;

	 	 	 
		(ii) 	
      are in full force and effect or, to the extent that any
      Acquisition Document is not in full force and effect, such failure to be
      in full force and effect will not affect the valid and effective transfer
      of legal and beneficial title to the Acquisition Shares to Holdco;
    and

	 	 	 
		(iii) 	
      have not been amended or waived (in whole or in part) and
      no consent has been given thereunder, save in each case for amendments,
      waivers or consents which are minor or of a technical nature and which are
      not and might not be adverse to the interests of the Finance Parties and
      no defaults have occurred thereunder.

	 	 	 
	(b) 	
      Apart from the Acquisition Documents , there are no
      transfer documents required to transfer the Acquisition Shares to
      Holdco.




	17.18 	Group Structure 
	 	 
	(a) 	Until the Closing Date, Holdco
      has no Subsidiaries. 
	 	 
	(b) 	The Company has no Subsidiaries.
    
	 	 
	(c) 	On the Closing Date, (i) the
      Sponsor directly or indirectly owns 100% of the shares of Dutchco; and
      (ii) Dutchco owns 100% of the units of Holdco. 
	 	 
	17.19 	No prior business 
	 	 
	  	Holdco: 


- 48 -





	 	(a) 	
      has not traded or carried on any business;

	 	 	 
	 	(b) 	
      does not have any liabilities or obligations (actual or
      contingent, present or future); or

	 	 	 
	 	(c) 	
      has not entered into any
contracts,



other than as contemplated by or in
connection with the Transaction Documents.

17.20  Existing Debt 

On the date of this Agreement and
immediately prior to the Closing Date. Holdco does not have any Financial
Indebtedness except under the Finance Documents. 

	17.21 	No Financial Indebtedness or
      Security 
	 	 
	(a) 	No Borrower has any Financial
      Indebtedness other than Permitted Financial Indebtedness. 
	 	 
	
      (b) 
	
      On the date of this Agreement and as of the Closing Date,
      no Borrower has any Security outstanding over any of its assets except
      Permitted Security. 

	 	 
	17.22 	Shares




	(a) 	
      As of the Closing Date, Holdco owns the Acquisition
      Shares, legally and beneficially, free and clear of any Security (other
      than Security created under the Security Documents). There is no Security
      (other than Security created under the Security Documents) or other third
      party rights over or affecting the Acquisition Shares and there is no
      agreement to give or create any such Security or right. To its actual
      knowledge (having made due and careful enquiry), no person has claimed to
      be entitled to any such Security or right on or before the date of the
      Acquisition Agreement.

	 	 
	(b) 	
      The Equity Rights of any Borrower which are expressed to
      be (or are required by this Agreement to be or become) subject to any
      Security under any Security Document constitute all the Equity Rights in
      such Borrower that are held or beneficially owned, directly or indirectly,
      by any or all of the Borrowers and/or their respective
  Affiliates.



17.23  Intellectual Property Rights

	(a) 	
      Each Borrower owns, or is licensed or otherwise possesses
      legally enforceable rights to use, all material Intellectual Property that
      is used or held for use in connection with the conduct of its business as
      currently conducted by such Borrower free and clear of any Security,
      except to the extent that the failure to have any such rights have not had
      and would not reasonably be expected to have, individually or in the
      aggregate, a Material Adverse Effect.

	 	 
	(b) 	
      All Intellectual Property used or held for use in
      connection with the conduct of the Borrower’s business as conducted from
      time to time (and, with effect from the Closing Date, the conduct of the
      Acquisition Borrower's business as currently conducted) are valid and
      subsisting, and all registrations with and application to any Governmental
      Agency in respect of such Intellectual Property are valid and in full
      force and effect, except to the extent that non-compliance with the
      foregoing would not, and would not reasonably expected to, have
      individually or in the aggregate any Material Adverse Effect and, save for
      the payment of any fees and compliance with renewal procedures prescribed
      by applicable law, are not subject to the payment of any material Taxes or
      maintenance fees or the taking of any other actions by the Borrower to
      maintain their validity or effectiveness.



- 49 -





	(c) 	
      No Borrower has received any written notice that it is in
      default (or with the giving of notice or lapse of time or both, would be
      in default) under any material agreement or contract to use any
      Intellectual Property used or held by it. There is no pending (or, to its
      actual knowledge (having made due and careful enquiry), threatened)
      assertion or claim challenging the validity of, or contesting its rights
      with respect to, any of the material Intellectual Property used or held
      for use in connection with the conduct of a Borrower's business as
      conducted from time to time (or, with effect from the Closing Date, the
      business of the Borrower as currently conducted), or asserting that any
      Borrower's use of any such Intellectual Property infringes upon,
      misappropriates or conflicts in any way with any Intellectual Property of
      any third party, which assertion or claim if determined adversely to it,
      individually or in the aggregate, would or would reasonably be expected to
      have a Material Adverse Effect.




	17.24 	
      Solvency

	 	 
		
      No Borrower is unable to pay its debts as and when such
      debts come due.

	 	 
	17.25 	
      Taxes




	(a) 	
      Each Borrower has timely filed (taking into account all
      available extensions) all Tax Returns concerning Taxes which are material
      in the context of its business (or such Tax Returns have been filed on
      behalf of it) required to be filed by it by applicable law and has paid
      all amounts due in respect of Taxes (whether or not actually shown on such
      Tax Returns) other than amounts due which are being or were disputed in
      good faith by it and for which it has made adequate reserve on its books
      or otherwise could not reasonably be deemed to be material in the context
      of its business. All such Tax Returns are true, correct and complete in
      all material respects.

	 	 
	(b) 	
      On or prior to the Closing Date, no Tax audits or
      administrative or judicial Tax proceedings are pending or being conducted
      with respect to any Borrower. At any time after the Closing Date, no such
      audits or proceedings are pending or being conducted except to the extent
      that such audits or proceedings would not, and would not reasonably be
      expected to, have a Material Adverse Effect.



17.26  Insurances

	(a) 	
      The insurances required by Clause 20.14
      (Insurance) are in full force and effect as required pursuant to
      the terms of this Agreement.

	 	 
	(b) 	
      No event or circumstance has occurred, and there has been
      no failure to disclose a material fact, which would entitle any insurer to
      reduce or avoid its liability under any such
insurance.




	17.27 	
      Material Adverse Change

	 	 	 
		
      There has not been any material adverse change in the
      condition (financial or otherwise), business, assets, operations or
      business of the Borrowers, taken as a whole since the date of the Original
      Financial Statements.

	 	 	 
	17.28 	
      Repetition

	 	 	 
		
      The Repeating Representations are deemed to be made by
      each Borrower by reference to the facts and circumstances then existing
      on:

	 	 	 
		(i) 	
      the date of each Utilisation Request (but for the initial
      Utilization Request, Holdco only);

	 	 	 
		(ii) 	
      the first day of each Interest Period relating to a Loan
      (but for the first Interest Period for the Tranche A Loans, Holdco only);
      and



- 50 -





		(iii) 	
      in the case of the Company, the day on which it becomes
      (or it is proposed that it becomes) an additional Borrower.

	 	 	 
	18. 	
      INFORMATION UNDERTAKINGS

	 	 	 
		
      The undertakings in this Clause 18 remain in force from
      the date of this Agreement for so long as any amount is outstanding under
      the Finance Documents or any Commitment is in force.

	 	 	 
	18.1 	
      Annual financial statements

	 	 	 
		
      Holdco shall supply to the Agent in sufficient copies for
      all the Lenders as soon as the same become available, but in any event
      within 110 days after the end of its financial period commencing with the
      Closing Date and ending December 31, 2010 and, after that, within 110 days
      after the end of each financial year of the Company:

	 	 	 
		(i) 	
      the audited consolidated financial statements of Holdco
      for that financial period or year; and

	 	 	 
		(ii) 	
      the audited non-consolidated financial statements of the
      Company for that financial period or year.

	 	 	 
	18.2 	
      Semi-annual financial statements

	 	 	 
		
      The Company shall supply to the Agent in sufficient
      copies for all the Lenders as soon as the same become available within 90
      days after the end of the first half of each financial year of the Company
      the unaudited but reviewed non-consolidated financial statements of the
      Company for that financial half-year.

	 	 	 
	18.3 	
      Compliance Certificate




	(a) 	
      Holdco shall supply to the Agent, with each set of
      financial statements delivered pursuant to Clause 18.1 (Annual
      financial statements), a Compliance Certificate which shall:

	 	 	 
		(i) 	
      set out (in reasonable detail) computations as to
      compliance with Clause 19 (Financial covenants) as at the date at
      which or, as the case may be, in respect of the period for which those
      financial statements were drawn up; and

	 	 	 
		(ii) 	
      confirm that, as at the date at which those financial
      statements were drawn up, no Default is continuing (or if a Default is
      continuing, specify that Default and the steps being taken to remedy
      it).

	 	 	 
	(b) 	
      Holdco shall ensure that the Compliance Certificate shall
      also:

	 	 	 
		(i) 	
      set out (in reasonable detail) the computation of Excess
      Cash Flow for that financial year (or other period) to which such
      financial statements relate; and

	 	 	 
		(ii) 	
      set out (in reasonable detail) computations as to
      compliance with Clause 19.2 (Capital Expenditure) during that
      financial year (or other period) to which such financial statements
      relate.

	 	 	 
	(c) 	
      Each Compliance Certificate shall be signed by the chief
      executive officer or the most senior Financial Officer of
Holdco.

	 	 	 
	(d) 	
      Holdco shall ensure that each Compliance Certificate
      required to be delivered with the financial statements of the Company
      delivered pursuant to paragraph (ii) of Clause 18.1 (Annual
      financial statements) and Clause 18.2
(Semi-annual financial statements) shall, at the reasonable request of
the Agent (acting on the instructions of the Majority Lenders), be reported on
by the Company's auditors (without any "going concern" or similar qualification
or exception and without any exception to the scope of the audit) provided that
any such reporting shall only relate the computations in such Compliance
Certificate and shall not include any reporting or confirmation in relation to
paragraph (a)(ii). 



- 51 -







	18.4	Information: miscellaneous
	 	 
	(a) 	
      Holdco shall supply (or procure to be supplied) to the
      Agent (in sufficient copies for all the Lenders, if the Agent so
      requests):

	 	 	 	 
		(i) 	
      at the same time as they are dispatched, all documents
      dispatched by any Borrower to all or substantially all of (or of any class
      of) its creditors, subject to restrictions under applicable laws or
      regulations;

	 	 	 	 
		(ii) 	
      promptly upon becoming aware of them, the details of any
      litigation, arbitration, winding-up, receivership, judicial management
      proceedings, proceedings relating to the appointment of a receiver and/or
      manager or administrative proceedings which are current, threatened or
      pending against any Borrower which might, if adversely determined, have a
      Material Adverse Effect;

	 	 	 	 
		(iii) 	
      promptly upon becoming aware of them, the details of any
      material labour dispute affecting any Borrower which could have a Material
      Adverse Effect;

	 	 	 	 
		(iv) 	
      promptly upon becoming aware of them, the details of any
      transfer of legal or beneficial ownership in any shares in the capital of
      or any ownership interest in any Borrower or any actual or proposed issue
      or allotment of any share capital of or ownership interest in or Equity
      Rights in respect of any Borrower;

	 	 	 	 
		(v) 	
      promptly upon becoming aware of them, the details
    of:

	 	 	 	 
			(A) 	
      any actual or proposed amendment to or waiver or consent
      under any Acquisition Document which would, or could reasonably be
      considered to, be material; and/or

	 	 	 	 
			(B) 	
      any breach of or default under, or any notice given or
      received under and any claim or potential claim made by or against any
      Borrower under any Acquisition Document which would, or could reasonably
      be expected to, have a Material Adverse Effect;

	 	 	 	 
		(vi) 	
      promptly upon becoming aware of them, the details of any
      claim or potential claim for an amount in excess of KRW500,000,000 made by
      or on behalf of any Borrower under any insurance policy;

	 	 	 	 
		(vii) 	
      promptly, such further information regarding the
      Acquisition or the financial condition, business and operations of any
      Borrower as any Finance Party (through the Agent) may reasonably request;
      and

	 	 	 	 
		(viii) 	
      promptly, notice of any change in authorised signatories
      of any Borrower in respect of the Finance Documents signed by a director
      or the secretary of that Borrower accompanied by specimen signatures of
      any new signatory.



- 52 -





	(b) 	
      Each Borrower shall supply to the Security Agent such
      information as it reasonably requires for the performance of its rights
      and obligations under the Finance Documents.




	18.5 	
      Notification of default

	 	 
		
      Each Borrower shall notify the Agent of any Default (and
      the steps, if any, being taken to remedy it) promptly upon becoming aware
      of its occurrence (unless that Borrower is aware that a notification has
      already been provided by another Borrower).

	 	 
	18.6 	
      Inspection of books and
records




	(a) 	
      Each Borrower shall:

	 	 	 
		(i) 	
      keep books and records which accurately reflect in all
      material respects all of its business, affairs and transactions;
  and

	 	 	 
		(ii) 	
      permit any Finance Party or any of its representatives,
      at reasonable times and intervals (not exceeding twice a year if no
      Default has occurred), and upon reasonable notice, to visit any of its
      offices, to inspect any of its books and records and to discuss its
      financial matters with its officers and auditors.

	 	 	 
	(b) 	
      Each Borrower hereby authorises the Finance Parties to
      discuss the Reports with the firms which prepared
them.



18.7    Auditors and financial year end

	(a) 	
      Holdco shall ensure that the auditors for each of the
      Borrowers are independent public accountants of recognized international
      standing.

	 	 
	(b) 	
      Holdco shall ensure that, after the Closing Date, the
      financial year end of the Company is December 31.

	 	 
	(c) 	
      No Borrower shall change its financial year end without
      the consent of the Majority Lenders (not to be unreasonably
    withheld).



18.8    Investigations

	(a) 	
      If an Event of Default has occurred and is continuing or
      if the Majority Lenders believe on reasonable grounds that any financial
      statements, certificates or calculations provided under this Agreement are
      inaccurate or incomplete in any material respect, the Agent (acting on the
      instructions of the Majority Lenders) may:

	 	 	 
		(i) 	
      instruct (or require Holdco to instruct) the auditors of
      the Borrowers (or such other independent public accountants of recognised
      international standing as the Agent selects) to investigate the affairs,
      financial performance or accounting and other reporting procedures and
      standards of the Borrowers; or

	 	 	 
		(ii) 	
      instigate such other investigations and commission such
      other reports as the Agent (acting on the instructions of the Majority
      Lenders) requires.

	 	 	 
		
      All reasonable costs and expenses of the carrying out of
      and/or preparation of each such investigation or report shall be borne by
      Holdco if an Event of Default has occurred and is continuing (as at the
      commencement of such investigation or preparation of such report) or if
      any financial statements, certificates or calculations provided under this
      Agreement are determined, by any such auditors or other independent public
      accountants or in any such report, to have been inaccurate or incomplete
  in any material respect.



- 53 -





	(b) 	
      Each Borrower shall co-operate fully with any person
      carrying out an investigation or preparing a report pursuant to paragraph
      (a) above.





	19. 	
      FINANCIAL COVENANTS

	 	 	 
	19.1 	
      Financial condition

	 	 	 
		
      Holdco shall, based on its latest audited annual
      consolidated financial statements, ensure that:

	 	 	 
		(i) 	
      Leverage Ratio: in respect of any Relevant Period,
      the ratio of (x) Total Debt on the last day of that Relevant Period to (y)
      EBITDA in respect of that Relevant Period set out in column (1) of the
      table below (the "Leverage Ratio") will not exceed the ratio set
      out in column (2) of the table below opposite that Relevant Period;
    and

	 	 	 
		(ii) 	
      Debt Service Coverage Ratio: in respect of any
      Relevant Period set out in column (1) of the table below, the ratio of (x)
      EBITDA plus beginning cash balance minus Capital Expenditure
      minus Taxes, in respect of that Relevant Period to (y) Debt Service
      in respect of that Relevant Date (the “Debt Service Coverage
      Ratio”) will not be less than the ratio set out in column (3) of the
      table below.





	Column (1) 
Relevant Date
      
	Column (2) 
Leverage Ratio
      
	Column (3) 
Debt Service
      
Coverage Ratio 
	January 1, 2011 to December 31, 2011 	4.5:1 	1.1:1 
	January 1, 2012 to December 31, 2012 	4.0:1 	1.1:1 
	January 1, 2013 to December 31, 2013 	3.5:1 	1.1:1 
	January 1, 2014 to December 31, 2014 	3.0:1 	1.1:1 



	19.2 	Capital Expenditure 
	 	 
	
      (a) 
	
      The aggregate Capital Expenditure of the Company in
      respect of any financial period specified in column (1) below shall not
      exceed the amount set out in column (2) below opposite that financial
      period: 





	Column (1) 
Financial period 	Column (2) 
Maximum Capital
      Expenditure 
	Financial period commencing on the Closing Date and ending
      December 31, 2010 	KRW17,000,000,000 
	Financial year ending December 31, 2011 	KRW17,000,000,000 
	Financial year ending December 31, 2012 	KRW17,000,000,000 
	Financial year ending December 31, 2013 	KRW17,000,000,000 
	Financial year ending December 31, 2014 	KRW17,000,000,000 
	Financial year ending December 31, 2015 	KRW17,000,000,000



- 54 -







	(b) 	
      Notwithstanding the provisions of paragraph (a) above,
      the Company may not incur any Capital Expenditure while an Event of
      Default is continuing without the prior written consent of the Majority
      Lenders.

	 	 
	(c) 	
      If in any financial period (the “Original Financial
      Period”) the amount of the Capital Expenditure is less than the
      maximum amount permitted for that Original Financial Period (the
      difference being referred to below as the “Unused Amount”), then
      the maximum expenditure amount set out in column (2) above for the
      immediately following financial period (the “Carry Forward Year”)
      shall, for the purpose of that Carry Forward Year only, be increased by an
      amount (the “Permitted Carry Forward Amount”) equal to the Unused
      Amount.

	 	 
	(d) 	
      In any Carry Forward Year, the original amount specified
      in column (2) above shall be treated as having been incurred prior to any
      Permitted Carry Forward Amount carried forward into that Carry Forward
      Year and no amount carried forward into that Carry Forward Year may be
      carried forward into a subsequent financial period.

	 	 
	(e) 	
      Holdco may not incur any Capital Expenditure at any
      time.



19.3     Curative Equity

	(a) 	
      The Sponsor or Dutchco may, on not more than three
      occasions in the aggregate and in respect of no more than two consecutive
      Relevant Dates or Relevant Periods, cure a breach of the Leverage Ratio
      and the Debt Service Coverage Ratio (as the case may be) by way of an
      investment of Curative Equity within 30 days of the date on which Holdco
      receives notice of that breach and an Event of Default arising from any
      such breach will not be continuing after that payment of Curative Equity
      has been made.

	 	 	 	 
	(b) 	
      Any Curative Equity actually made available by the
      Sponsor or Dutchco to Holdco shall:

	 	 	 	 
		(i) 	
      for a breach of the Leverage Ratio in respect of any date
      during any Relevant Period, be an amount sufficient to cure that breach on
      the basis that it shall be deemed to reduce the Total Debt on such date by
      the amount of Curative Equity received for the purpose of re-testing the
      Leverage Ratio as of such date; and

	 	 	 	 
		(ii) 	
      for a breach of the Debt Service Coverage Ratio in
      respect of any Relevant Period, be an amount sufficient to cure that
      breach on the basis that it shall be deemed to increase EBITDA in respect
      of such Relevant Period by the amount of Curative Equity
  received.

	 	 	 	 
	(c) 	
      If any Curative Equity is made available by the Sponsor
      or Dutchco to Holdco by way of subscription by the Sponsor or Dutchco for
      equity interests in Holdco, then Holdco shall ensure that within 10
      Business Days of the date of that subscription:

	 	 	 	 
		(i) 	
      those equity interests of Holdco must become subject to a
      first priority pledge granted in favour of the Secured Creditors as
      Security for the Secured Liabilities on substantially the same terms as
      (or pursuant to) the Holdco Unit Kun-Pledge Agreement;

	 	 	 	 
		(ii) 	
      the Security Agent receives in a form and substance
      satisfactory to it:

	 	 	 	 
			(A) 	
      the document(s) creating the Security referred to in
      paragraph (i) above duly executed and designated as a Security Document;
      and



- 55 -





			
      (B) 
	such other documents reasonably required by the Security
      Agent in connection with such Security.
	 	 	 	 
	(d) 	
      If any Curative Equity is made available by the Sponsor
      to Holdco by way of Subordinated Debt, then Holdco shall ensure that
      within 10 Business Days of the date of the making available of such
      Subordinated Debt:

	 	 	 	 
		(i) 	
      all of the rights in respect of such Subordinated Debt
      become subject to a first priority pledge granted in favour of the Secured
      Creditors as Security for the Secured Liabilities pursuant to a Security
      Document in form and substance satisfactory to the Security Agent;
    and

	 	 	 	 
		(ii) 	
      the Security Agent receives in a form and substance
      satisfactory to it:

	 	 	 	 
			(A) 	
      the document(s) creating the Security referred to in
      paragraph (i) above duly executed and designated as a Security Document;
      and

	 	 	 	 
			(B) 	
      such other documents reasonably required by the Security
      Agent in connection with such Security.

	 	 	 	 
	(e) 	
      Holdco shall promptly notify the Agent of the making
      available by the Sponsor of any Curative Equity to Holdco, identifying
      such Curative Equity.

	 	 	 	 
	(f) 	
      The amount of Curative Equity shall be shall be paid into
      the Holdco Prepayment Account pursuant to Clause 7.8 (Mandatory
      prepayment from Sponsor Proceeds) for application in accordance with
      Clause 7.10 (Prepayment Account).




	19.4 	
      Financial covenants definitions

	 	 
		
      In this Clause 19 and other provisions of this
      Agreement:

	 	 
		
      "Borrowings" means, at the relevant time, any
      interest bearing indebtedness as shown on the balance sheet of the
      relevant consolidated financial statements of Holdco (including finance
      leases).

	 	 
		
      “Capital Expenditure” means any expenditure or
      obligation in respect of expenditure which, in accordance with Korean
      GAAP, is treated as capital expenditure.

	 	 
		
      “Debt Service” means, for any Relevant Period, the
      sum of (i) the aggregate amount of all regularly scheduled payments of
      principal of Financial Indebtedness (including the capital element of any
      amount payable in respect of any capital or finance lease) made or paid by
      the Borrowers during such period; and (ii) the aggregate amount of
      Interest Expense.

	 	 
		
      “EBITDA” means, for any Relevant Period, Profits
      Before Interest and Tax for such Relevant Period before any amount
      attributable to the amortisation of intangible assets and depreciation of
      tangible assets of Holdco, on a consolidated basis, to be determined on a
      12-month rolling basis (and for the avoidance of doubt, to the extent that
      such amortisation or depreciation is deducted when calculating such
      Profits Before Interest and Tax, such amortisation or depreciation should
      be added back), all as shown in or determined from Holdco’s financial
      statements for the relevant financial period delivered or made available
      by Holdco in accordance with Clause 18.1 (Annual financial
      statements).



- 56 -





		
      “Interest Expense” means, for any Relevant Period,
      the aggregate amount of interest and other finance charges paid or
      capitalized by the Borrowers during such period in respect of Financial
      Indebtedness, including (i) the interest element of leasing and hire
      purchase payments; and (ii) any commission, discounts, fees or costs that
      have the same economic effect as if they were interest or are otherwise
      treated by Korean GAAP as interest.

	 	 	 	 
		
      “Profits Before Interest and Tax” means, for any
      Relevant Period, the net operating income of Holdco, on a consolidated
      basis, in respect of such Relevant Period before (i) any provision on
      account of taxation; (ii) any interest, commission, discounts or other
      fees incurred or payable, received or receivable by Holdco in respect of
      any Borrowings; and (iii) any items treated as exceptional or
      extraordinary items, on a consolidated basis, to be determined on a
      12-month rolling basis, all as shown in or determined from Holdco’s
      financial statements for the relevant financial period delivered or made
      available by Holdco in accordance with Clause 18.1 (Annual financial
      statements).

	 	 	 	 
		
      “Relevant Date” means each date specified in
      Clause 19.1 (Financial condition).

	 	 	 	 
		“Relevant Period” means
    each financial year of the Company for accounting purposes.
		 
		
      “Total Debt” means, at any time, the aggregate
      amount of all Borrowings as shown in the relevant consolidated financial
      statements of Holdco.

	 	 	 	 
	20. 	
      GENERAL UNDERTAKINGS

	 	 	 	 
		
      Holdco shall (and, from and after the Closing Date, shall
      ensure that the Company will, where applicable) comply with the
      undertakings in this Clause 20.

	 	 	 	 
		
      AUTHORISATIONS AND STATUS UNDERTAKINGS

	 	 	 	 
	20.1 	
      Further assurance

	 	 	 	 
		(a) 	
      Each Borrower shall promptly do all such acts or execute
      all such documents (including assignments, transfers, mortgages, charges,
      notices and instructions) as the Security Agent may reasonably specify (in
      form and substance satisfactory to the Security Agent):

	 	 	 	 
			(i) 	
      to comply with the Perfection Requirements or for the
      exercise of any rights, powers and remedies of the Security Agent or the
      Finance Parties provided by or pursuant to the Finance Documents or by
      law; and/or

	 	 	 	 
			(ii) 	
      to facilitate the realisation of the assets which are, or
      are intended to be, the subject of the Transaction Security.

	 	 	 	 
		(b) 	
      Each Borrower shall take all such action as is available
      to it (including making all filings and registrations) as may be necessary
      for the purpose of the creation, perfection, protection or maintenance of
      any Security conferred or intended to be conferred on the Security Agent
      or the Finance Parties by or pursuant to the Finance Documents.

	 	 	 	 
	20.2 	
      Authorisations and compliance with laws

	 	 	 	 
		(a) 	
      Each Borrower shall promptly obtain, comply with and do
      all that is necessary to maintain in full force and effect (and supply
      certified copies to the Agent of) any Authorisation required under any
      applicable law or regulation:

	 	 	 	 
			(i) 	
      to enable it to perform its obligations under the
      Transaction Documents;



- 57 -





			(ii) 	 to ensure the legality, validity, enforceability or
        admissibility in evidence in its jurisdiction of incorporation of any
        Transaction Document; and/or

	 	 	 	 
			(iii) 	 to enable it to carry on its business as it is being
        conducted from time to time (including, without limitation and with effect
        from the Closing Date, the business carried by the Company as at the date
        of this Agreement) if any failure to obtain, comply with or maintain any
        such Authorisation might have a Material Adverse Effect.

	 	 	 	 
	 	(b) 	 Each Borrower shall comply in all respects
        with all laws to which it may be subject, if failure so to comply has
        or is reasonably likely to have a Material Adverse Effect.





	20.3 	
      Pari passu

	 	 
		
      Each Borrower shall ensure that its obligations under the
      Finance Documents will be secured to the extent of the Security Documents
      and shall otherwise rank at all times at least pari passu in right
      of priority and payment with the claims of all its other unsecured and
      unsubordinated creditors, except for obligations mandatorily preferred by
      laws applying to companies generally.

	 	 
		
      SECURITY AND DISPOSALS UNDERTAKINGS

	 	 
	20.4 	
      Negative pledge




	(a) 	
      No Borrower shall create or permit to subsist any
      Security over any of its assets.

	 	 	 
	(b) 	
      No Borrower shall:

	 	 	 
		(i) 	
      sell, transfer or otherwise dispose of any of its assets
      on terms whereby they are or may be leased to or re-acquired by any
      Borrower;

	 	 	 
		(ii) 	
      enter into any arrangement under which money for the
      benefit of a bank or other account may be applied, set-off or made subject
      to a combination of accounts; or

	 	 	 
		(iii) 	
      enter into any other preferential arrangement having a
      similar effect,

	 	 	 
		
      in circumstances where the arrangement or transaction is
      entered into primarily as a method of raising Financial Indebtedness or of
      financing the acquisition of an asset.

	 	 	 
	(c) 	
      No Borrower shall sell, transfer or otherwise dispose of
      any of its receivables on recourse terms.

	 	 	 
	(d) 	
      Paragraphs (a) and (b) above do not apply to the
      Permitted Security.



20.5   Disposals

	(a) 	
      No Borrower shall enter into a single transaction or a
      series of transactions (whether related or not and whether voluntary or
      involuntary) to sell, lease, transfer or otherwise dispose of any
      asset.

	 	 	 	 
	(b) 	
      Paragraph (a) above does not apply to:

	 	 	 	 
		(i) 	
      any sale, lease, transfer or other disposal of stock
      (subject only to the Security created pursuant to the Security Documents)
      made in the ordinary course of trading of the disposing entity;

	 	 	 	 
		(ii) 	
      any disposal of cash:

	 	 	 	 
			(A) 	
      for the acquisition on arm's length terms of assets
      permitted or required under this Agreement; or



- 58 -





	 	(B) 	
      for any other purpose not prohibited under this
      Agreement;




	 	(iii) 	
      any disposal of Approved Treasury Investments at arm's
      length in exchange for Cash or other Approved Treasury
  Investments;

	 	 	 
	 	(iv) 	
      any disposal constituting the creation or realization of
      any Security permitted under paragraph (d) of Clause 20.4 (Negative
      pledge);

	 	 	 
	 	(v) 	
      any sale, lease, transfer or other disposal of obsolete
      or redundant vehicles, plant and equipment no longer used or useful for
      the relevant business for cash; or

	 	 	 
	 	(vi) 	
      any sale, lease, transfer or other disposal of land,
      buildings, plant or machinery in exchange for other land, buildings, plant
      or machinery comparable or superior in type, value and
  quality.




		
      FINANCING ARRANGEMENT UNDERTAKINGS

	 	 
	20.6 	
      Restrictions on financial
  indebtedness




	(a) 	
      No Borrower shall incur (or agree to incur) or allow to
      remain outstanding any Financial Indebtedness.

	 	 
	(b) 	
      Paragraph (a) above does not apply
to:




	 	(i) 	
      Financial Indebtedness under the Finance
  Documents;

	 	 	 
	 	(ii) 	
      Subordinated Debt provided that the provisions of
      paragraph (c) below are complied with;

	 	 	 
	 	(iii) 	
      Financial Indebtedness of the Company in respect of any
      lease or hire purchase contract entered into in the normal and ordinary
      course of business of the Company which would be treated as a finance or
      capital lease in accordance with Korean GAAP;

	 	 	 
	 	(iv) 	
      guarantees provided to public utilities in the ordinary
      course of business; and

	 	 	 
	 	(v) 	
      credit given by suppliers for goods and services
      purchased and trade debts that arise in the ordinary course of
      business.




	(c) 	
      Upon (1) the incurrence by Holdco of any Subordinated
      Debt as set forth in paragraph (b)(ii) above or (2) the incurrence by any
      Borrower of any Financial Indebtedness (owing to any Borrower), the
      creditor of such Subordinated Debt or Financial Indebtedness shall (and
      each Borrower shall ensure that such creditor
shall):




	 	(i) 	
      create Security over its rights in respect of such
      Subordinated Debt or Financial Indebtedness in favour of the Secured
      Creditors, by duly executing and delivering to the Security Agent a
      Security Document in respect of such Subordinated Debt or, as the case may
      be, such Financial Indebtedness in form and substance satisfactory to the
      Security Agent, except to the extent that the rights in respect of such
      Subordinated Debt or, as the case may be, such Financial Indebtedness are
      already subject to the Transaction Security; and

	 	 	 
	 	(ii) 	
      all other documentation reasonably required by the
      Security Agent to perfect the Security set forth in such Security
      Document.



- 59 - 




20.7    Bank accounts and cash management

	(a) 	
      Holdco shall not open or maintain any account with any
      bank or other financial institution except for the Security
  Agent.

	 	 
	(b) 	
      The Company shall ensure that the monthly average of the
      aggregate amount of cash and cash equivalents on deposit in all of the
      Company’s bank accounts which are subject to Transaction Security shall be
      no less than 70% of its cash and cash equivalents listed on the balance
      sheet of the Company as of any date of determination in accordance with
      Korean GAAP. Promptly upon a request by the Agent, the Company shall
      provide the Agent with evidence showing the Company’s compliance with this
      Clause 20.7.

	 	 
		
      ACQUISITION AND INVESTMENT
  UNDERTAKINGS



20.8    Acquisitions and investments

	(a) 	
      No Borrower shall:

	 	 	 
		(i) 	
      invest in or acquire any share in or any security issued
      by any person, or any interest therein or in the capital of or ownership
      interest in any person, or make any capital contribution to any person, in
      each case, without the consent of the Majority Lenders (which shall not be
      unreasonably withheld or delayed); or

	 	 	 
		(ii) 	
      invest in or acquire any business or going concern, or
      the whole or substantially the whole of the assets, property or business
      of any person or any assets that constitute a division or operating unit
      of the business of any person, in each case, without the consent of the
      Majority Lenders (which shall not be unreasonably withheld or
    delayed).

	 	 	 
	(b) 	
      No Borrower shall enter into any joint venture,
      consortium, partnership or similar arrangement with any person without the
      consent of the Majority Lenders (which shall not be unreasonably withheld
      or delayed).

	 	 	 
	(c) 	
      Paragraph (a) above does not apply to:

	 	 	 
		(i) 	
      the Acquisition;

	 	 	 
		(ii) 	
      the acquisition of assets by a Borrower in the ordinary
      course of its trading;

	 	 	 
		(iii) 	
      the Investment of surplus cash in Approved Treasury
      Investments;

	 	 	 
		(iv) 	
      Capital Expenditure permitted by Clause 19.2 (Capital
      Expenditure); or

	 	 	 
		(v) 	
      any acquisition by Holdco of the remaining minority
      shares in the Company funded from the proceeds of the Subordinated Debt or
      subscription by the Sponsor or Dutchco of units in
  Holdco.



20.9    The Acquisition

	(a) 	
      Each Borrower shall:

	 	 	 
		(i) 	
      perform and comply with its obligations under or in
      connection with the Acquisition Documents in all material
  respects;

	 	 	 
		(ii) 	
      notify the Agent (promptly upon becoming aware of the
      same) of any material breach by any party to any Acquisition Document of
      its obligations under the Acquisition Documents except where such breach
      has not adversely affected and could not reasonably
be expected to adversely affect the valid and effective
      transfer of legal and beneficial title to the Acquisition Shares to
  Holdco;



- 60 -





		(iii) 	
      take all reasonable steps to enforce any material claim
      or right which (A) it has under or in connection with any Acquisition
      Document or Report and (B) it would be reasonable to enforce, taking into
      account the likelihood of success, the expected cost and the amount
      potentially recoverable;

	 	 	 
		(iv) 	
      notify the Agent promptly of any claim made by any
      Borrower under an Acquisition Document or Report;

	 	 	 
		(v) 	
      provide the Agent with reasonable details of that claim
      and its progress and notify the Agent as soon as practicable upon that
      claim being resolved;

	 	 	 
		(vi) 	
      comply with all applicable laws in all respects material
      in the context of the Acquisition; and

	 	 	 
		(vii) 	
      pay any stamp, registration or similar tax payable in
      respect of the Acquisition Documents (including any stamp duty) within 15
      Business Days of it becoming due (or any applicable shorter
  period).

	 	 	 
	(b) 	
      No Borrower shall without the consent of the Majority
      Lenders amend, rescind, terminate, give any waiver or consent under, or
      agree or decide not to enforce, in whole or in part, any term or condition
      of any Acquisition Document, or accept any disclosure in respect of any
      representation or warranty given by any Seller under any Acquisition
      Document which would, or could reasonably be considered, to be
      material.

	 	 	 
	(c) 	
      Holdco shall keep the Agent informed as to any terms or
      conditions proposed in connection with any Authorisation necessary in
      connection with the Acquisition.

	 	 	 
	(d) 	
      Holdco shall ensure that:

	 	 	 
		(i) 	
      the Closing Date shall occur on the Initial Utilisation
      Date; and

	 	 	 
		(ii) 	
      with effect from the Closing Date Holdco shall solely and
      legally and beneficially own the Acquisition
Shares.



20.10   Business lines and change of business

	(a) 	
      Each Borrower shall ensure that no change is made to the
      general nature of the business of the Borrowers from that carried on at
      the date of this Agreement, except as results directly from the
      Acquisition.

	 	 	 
	(b) 	
      No Borrower shall engage in any business
except:

	 	 	 
		(i) 	
      any business carried on by any Borrower on the date of
      this Agreement;

	 	 	 
		(ii) 	
      as results from the Acquisition; or

	 	 	 
		(iii) 	
      with the consent of the Majority Lenders (not to be
      unreasonably withheld or delayed).



20.11   Merger

	(a) 	
      Except as provided under paragraph (b) below, no Borrower
      shall enter into any amalgamation, demerger, merger, consolidation or
      corporate reconstruction.

	 	 
	(b) 	
      Paragraph (a) above does not apply to a merger of Holdco
      and the Company, provided that:



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	 	(i) 	
      prior to or on the date of the merger, the direct Holding
      Company of the Surviving Entity enters into new security documents (or
      amend the existing Security Documents), to the extent necessary or as
      requested by the Security Agent to provide for the same level and type of
      security as was granted to the Secured Creditors, prior to the merger
      mutatis mutandis;

	 	 	 
	 	(ii) 	
      the relevant parties to such merger, provide the Agent
      with at least 30 days prior notice of the occurrence of the
  merger;

	 	 	 
	 	(iii) 	
      promptly upon the completion of the merger, the surviving
      entity of such merger delivers a notice thereof to the Agent, together
      with a legal opinion of the legal counsel of the Company (with such
      opinion being in form and substance consistent with any previous legal
      opinions delivered to the Agent in respect of the Finance Documents and
      otherwise reasonably satisfactory to the Agent);

	 	 	 
	 	(iv) 	
      promptly upon the completion of the merger, the Surviving
      Entity delivers a certificate signed by a director confirming that the
      merger has been consummated and the obligations of the entity that did not
      survive the merger have been assumed by, and are legal, valid and binding
      obligations of the Surviving Entity (with such certificate being in form
      and substance reasonably satisfactory to the Agent); and

	 	 	 
	 	(v) 	
      the direct Holding Company of the Surviving Entity signs
      and deliver to the Security Agent on the date when such merger is
      effective, a first-ranking pledge over all the issued shares of the
      Surviving Entity in favour of the Secured Creditors in form and substance
      satisfactory to the Security Agent.




	(c) 	
      For the purposes of paragraph (b) above, “Surviving
      Entity” means the entity which is surviving following the merger of
      Holdco and the Company, as the case may be.




	20.12 	
      Holding companies

	 	 	 
		
      Holdco shall not carry on any business, own any assets,
      create any Security or incur or discharge any liability other
  than:

	 	 	 
		(a) 	
      holding issued and outstanding shares in the
    Company;

	 	 	 
		(b) 	
      issuing shares to and incurring Subordinated Debt from
      the Sponsor;

	 	 	 
		(c) 	
      subscribing for shares in the Company to the extent
      funded from proceeds of subscription of units by Dutchco in
  Holdco;

	 	 	 
		(d) 	
      incurring liabilities and granting Security under the
      Finance Documents;

	 	 	 
		(e) 	
      consummating the Acquisition;

	 	 	 
		(f) 	
      activities expressly contemplated by the Finance
      Documents; or

	 	 	 
		(g) 	
      the Acquisition Costs up to the amount identified in the
      Steps Paper.Holdco shall not establish or acquire any direct Subsidiary
      other than the Company.



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      CONDUCT OF BUSINESS UNDERTAKINGS

	 	 
	20.13 	
      Assets

	 	 
		
      Each Borrower shall maintain all its assets reasonably
      necessary for the conduct of its business as conducted from time to time
      in good working order and condition, ordinary wear and tear
    excepted.

	 	 
	20.14 	
      Insurance




	(a) 	
      Each Borrower shall maintain insurances on and in
      relation to the business and assets of each Borrower with financially
      sound and reputable underwriters or insurance companies:

	 	 	 
		(i) 	
      against those risks, and to the extent, usually insured
      against by prudent companies located in the same or a similar location and
      carrying on a similar business at commercially prudent levels;
  and

	 	 	 
		(ii) 	
      against those risks, and to the extent, required by
      applicable law or by contract.

	 	 	 
	(b) 	
      Each Borrower shall promptly pay or procure to be paid
      all premiums and do or procure to be done all things necessary to maintain
      insurances required under paragraph (a) above.

	 	 	 
	(c) 	
      Each Borrower shall:

	 	 	 
		(i) 	
      promptly supply to the Agent on request copies of each
      insurance policy required by this Clause 20.14;

	 	 	 
		(ii) 	
      instruct the insurer under each insurance policy required
      by this Clause 20.14 to undertake to the Security Agent to notify the
      Security Agent should any renewal thereof not be made, or should any
      premium or other sum payable by such Borrower not be paid when due and, if
      requested, confirm that such policy is in place;

	 	 	 
		(iii) 	
      immediately notify the Agent of any fact, act or omission
      which has caused or may cause it to be in breach of any provision of this
      Clause 20.14 and of any purported or threatened avoidance of any insurance
      policy required by this Clause 20.14;

	 	 	 
		(iv) 	
      promptly notify the Agent of any claim or notification
      under any of the insurance policies of such Borrower which is for, or
      might result in a claim (or related claims) under that policy for, at
      least KRW500,000,000; and

	 	 	 
		(v) 	
      ensure that each insurer has been issued with a notice,
      and has signed an acknowledgement, substantially in any relevant form set
      out in any Security Document.

	 	 	 
	(d) 	
      Each Borrower shall procure that each insurance policy
      required by this Clause 20.14:

	 	 	 
		(i) 	
      notes the Secured Creditors' interest therein;
  and

	 	 	 
		(ii) 	
      names the Security Agent as loss payee (except to the
      extent that sums are payable directly to third parties under third party
      insurance).

	 	 	 
	(e) 	
      If any Borrower fails to purchase or maintain (or procure
      to be purchased and maintained) any insurance required by this Clause
      20.14, the Agent or the Security Agent may purchase such insurance as may
      reasonably be necessary to remedy any such failure and such Borrower shall
      indemnify the Agent or, as the case may be, the Security Agent on demand
      against any costs or expenses incurred by it in purchasing any such
      insurance.



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	(f) 	
      No Borrower shall:

	 	 	 
		(i) 	
      do or omit to do anything which might render any
      insurance required by this Clause 20.14 void, voidable or
      unenforceable;

	 	 	 
		(ii) 	
      effect or require any other person to effect any
      additional insurance if that additional insurance could reduce the amount
      payable under any insurance required by this Clause 20.14;

	 	 	 
		(iii) 	
      make or agree to any material adverse amendment to the
      terms of insurance required by this Clause 20.14 without the prior consent
      of the Security Agent; or

	 	 	 
		(iv) 	
      waive, release, settle, compromise or abandon any claim
      under any insurance required by this Clause 20.14 or do anything else in
      respect of any of those insurances which may reduce the amount of likely
      recovery under that insurance.



20.15   Intellectual Property

	(a) 	
      Each Borrower shall take all reasonably necessary action
      to obtain, safeguard and maintain all Intellectual Property necessary for
      the conduct of its business as conducted from time to time, and not
      discontinue the use of any such Intellectual Property,
including:

	 	 	 
		(i) 	
      making such registrations as are necessary to keep such
      Intellectual Property in force;

	 	 	 
		(ii) 	
      paying all applicable renewal fees, licence fees and
      other outgoings; and

	 	 	 
		(iii) 	
      performing and complying with all laws and obligations to
      which it is subject as registered proprietor, beneficial owner, user,
      licensor or licensee of any such Intellectual Property.

	 	 	 
	(b) 	
      Each Borrower shall notify the Agent promptly of any
      infringement or suspected infringement of or any challenge to the
      validity, subsistence or ownership of any Intellectual Property owned by
      or licensed to it where such infringement or challenge is likely to have a
      Material Adverse Effect and has come to its notice, and supply the Agent
      with all information in its possession relating thereto and take all
      reasonable and necessary steps (including the institution of legal
      proceedings) to prevent third parties infringing or challenging the
      validity of, any such Intellectual Property.




	20.16 	
      Amendment and waivers of documents

	 	 
		
      No Borrower shall, without prior approval from the
      Majority Lenders, amend, terminate or give any waiver or consent under any
      of its constitutional documents which might be material and adverse to the
      interests of the Finance Parties under the Finance Documents.

	 	 
		
      TAX UNDERTAKINGS

	 	 
	20.17 	
      Taxes




	(a) 	
      Each Borrower shall pay all Taxes required to be paid by
      it when due (or, if earlier, before any penalties are imposed or any
      Security could be imposed ranking in priority to the claims of any Finance
      Party or to any Security created pursuant to the Security
    Documents).

	 	 	 
	(b) 	
      Paragraph (a) above does not apply to any
Taxes:

	 	 	 
		(i) 	
      being contested by the relevant Borrower in good faith
      and in accordance with the relevant procedures;
and



- 64 -





		(ii) 	
      which have been adequately disclosed in the financial
      statements, and for which adequate provisions are being made in accordance
      with Korean GAAP.

	 	 	 
		
      DISTRIBUTION UNDERTAKINGS

	 	 	 
	20.18 	
      Distributions

	 	 	 
		
      Holdco shall not make any Distributions.

	 	 	 
	21. 	
      EVENTS OF DEFAULT

	 	 	 
		
      Each of the events or circumstances set out in Clauses
      21.1 (Non-payment) to 21.20 (Material adverse change) is an
      Event of Default.

	 	 	 
	21.1 	
      Non-payment

	 	 	 
		
      Any Borrower does not pay on the due date any amount
      pursuant to a Finance Document at the place at and in the currency in
      which it is expressed to be payable unless:

	 	 	 
		(a) 	
      its failure to pay is caused by administrative or
      technical error; and

	 	 	 
		(b) 	
      payment is made within 3 Business Day of its due
    date.

	 	 	 
	21.2 	
      Financial covenants

	 	 	 
		
      Any requirement of Clause 19 (Financial covenants)
      is not satisfied.

	 	 	 
	21.3 	
      Other obligations




	(a) 	
      Any provision of Clause 3.1(a) (Purpose), Clause
      4.3 (Post-completion undertakings), Clause 18.5 (Notification of
      default) or paragraph (d) of Clause 20.9 (The Acquisition) is
      not complied with.

	 	 
	(b) 	
      Any provision of the Finance Documents (other than those
      referred to in Clause 21.1 (Non- payment), Clause 21.2
      (Financial covenants) or paragraph (a) of this Clause 21.3) is not
      complied with by any Borrower and, if the failure to comply is capable of
      remedy, it is not remedied within 10 Business Days of either the Agent
      giving notice to Holdco or any Borrower becoming aware of the failure to
      comply (whichever is earlier).



21.4    Misrepresentation

	(a) 	
      Any representation or statement made or deemed to be made
      by any Borrower in:

	 	 	 
		(i) 	
      the Finance Documents; or

	 	 	 
		(ii) 	
      any other document delivered by or on behalf of any
      Borrower under or in connection with any Finance Document after the date
      of this Agreement

	 	 	 
		
      is or proves to have been materially incorrect or
      misleading when made or deemed to be made. For the avoidance of doubt,
      paragraph (a)(ii) does not apply to any representation or statement made
      or deemed to be made by the Sellers in the Acquisition
Documents.

	 	 	 
	(b) 	
      No Event of Default will occur under this Clause 21.4 if,
      in the opinion of the Agent (acting reasonably) the circumstance which was
      misrepresented is capable of being remedied and is remedied (in the
      opinion of the Agent, acting reasonably) within 10 Business Days of either
      the Agent giving notice to Holdco, or any Borrower becoming aware of, that
      misrepresentation (whichever is earlier).



- 65 -





	21.5 	
      Cross default

	 	 	 
		
      Any:

	 	 	 
		(a) 	
      Financial Indebtedness of any Borrower is not paid when
      due nor within any originally applicable grace period; or

	 	 	 
		(b) 	
      creditor of any Borrower declares or becomes entitled to
      declare any Financial Indebtedness of such Borrower due and payable prior
      to its specified maturity as a result of an event of default(however
      described).

	 	 	 
		
      provided that no Event of Default will occur under this
      Clause 21.5 if the sum (without double- counting) of (i) the aggregate
      amount of Financial Indebtedness falling within paragraphs (a)
  and (b)
      (for any and all of the Borrowers) is less than
  KRW1,000,000,000.

	 
	 	 	 
	21.6 	
      Insolvency





	(a) 	
      Any Borrower is or is deemed by law to be unable or
      admits inability to pay its debts as they fall due, or, by reason of
      actual or anticipated financial difficulties (i) suspends, or threatens to
      suspend, making payments on any of its debts or (ii) commences
      negotiations with one or more of its creditors with a view to rescheduling
      any of its indebtedness; or

	 	 
	(b) 	
      A moratorium is declared in respect of any indebtedness
      of any Borrower.




	21.7 	
      Insolvency proceedings

	 	 	 
		
      Any corporate action, legal proceedings or other
      procedure or formal step is taken in relation to:

	 	 	 
		(a) 	
      the suspension of payments, a moratorium of any
      indebtedness, winding-up, dissolution, judicial management, receivership,
      administration, provisional supervision, supervision, reorganisation or
      rehabilitation (by way of voluntary arrangement, scheme of arrangement or
      otherwise) of any Borrower;

	 	 	 
		(b) 	
      a composition, assignment or arrangement with any
      creditor of any Borrower;

	 	 	 
		(c) 	
      the appointment of a liquidator, receiver and/or manager,
      administrator, administrative receiver, compulsory manager, provisional
      supervisor, supervisor or other similar officer in respect of any Borrower
      or any material part of the assets of any Borrower;

	 	 	 
		(d) 	
      the designation of any Borrower as a failing company
      under the Corporate Restructuring Promotion Act of Korea; or

	 	 	 
		(e) 	
      the enforcement of any Security over any material part of
      the assets of any Borrower,

	 	 	 
		
      or any analogous procedure or step is taken in any
      jurisdiction.

	 	 	 
		
      This Clause 21.7 shall not apply to any winding-up
      petition which is frivolous or vexatious and is discharged or dismissed
      within 30 days of commencement.

	 	 	 
	21.8 	
      Creditors' process

	 	 	 
		
      Any expropriation, attachment, sequestration, distress or
      execution affects any asset or assets of any Borrower having an aggregate
      value (for any and all assets of any or all Borrowers) of KRW1,000,000,000
      or more and (if occurring at any time after the date of the Closing Date)
      is not discharged within 30 days of its
commencement.



- 66 -





	21.9 	
      Audit qualification

	 	 
		 The auditors qualify (     
        in Korean) the audited consolidated annual financial statements of Holdco
        (delivered in accordance with Clause 18 (Information undertakings))
        or any auditors’ report contains a disclaimer of opinion (     
              in Korean).

	 	 
	21.10 	
      Unlawfulness

	 	 
		
      It is or becomes unlawful for any Borrower to perform any
      of its payment obligations, or any other material obligations, under the
      Finance Documents.

	 	 
	21.11 	
      Repudiation

	 	 
		
      Any person (other than a Secured Creditor) repudiates any
      Transaction Document or evidences an intention to repudiate any such
      document and that has or could reasonably be likely to have a Material
      Adverse Effect.

	 	 
	21.12 	
      Enforceability;
Security




	(a) 	
      Any Finance Document ceases to be legal, valid, binding
      and enforceable on or against any party thereto or is not in full force
      and effect.

	 	 
	(b) 	
      Any Security Document does not create in favour of the
      Secured Creditors the Security which it is expressed to create fully
      perfected and with the ranking and priority it is expressed to have except
      only to the extent that Perfection Requirements have not been completed
      and the time limit for such Perfection Requirements under applicable laws
      and regulations and/or the terms of the Finance Documents has not
      expired.




	21.13 	
      Carry on business

	 	 
		
      Any Borrower suspends or ceases (or threatens to suspend
      or cease) to carry on all or a material part of its business.

	 	 
	21.14 	
      Authorisations

	 	 
		
      Any Authorisation, at any time necessary to enable any
      Borrower to comply with any of its obligations under any Finance Document
      is revoked, withdrawn or withheld or is modified or amended in a manner
      materially prejudicial, in the reasonable opinion of the Majority Lenders,
      to the interests of the Lenders under the Finance Document.

	 	 
	21.15 	
      Nationalisation

	 	 
		
      Any step is taken by any Governmental Authority with a
      view to the seizure, compulsory acquisition, expropriation or
      nationalisation of any or all of the assets, shares or revenues of any
      Borrower and such seizure(s), compulsory acquisition(s), expropriation(s)
      and/or nationalisation(s), either taken alone and/or together, has or
      would reasonably be likely to have a Material Adverse Effect.

	 	 
	21.16 	
      Litigation




	(a) 	
      Any litigation, arbitration, proceedings or disputes are
      commenced or threatened by or against any Borrower or its assets or there
      are any circumstances reasonably likely to give rise to any such
      litigation, arbitration, proceedings or disputes, in each case which are
      reasonably likely to be adversely determined against that Borrower and, if
      so determined, would have a Material Adverse
Effect.



- 67 -





	(b) 	
      Any Borrower fails to comply with or pay any sum due from
      it under any final judgment or any final order made or given by any court
      of competent jurisdiction in the amount of KRW1,000,000,000 or more and
      such failure to comply or pay is not remedied in full within 10 Business
      Days.




	21.17 	
      Suspension or Cessation of Listing

	 	 	 
		
      If, following a Public Equity Issuance, shares in any
      Borrower are listed on the Stock Exchange and the listing or trading of
      those shares on the Stock Exchange (a) is suspended for 10 or more
      consecutive days on which the Stock Exchange is trading ("trading
      days") or (b) is terminated or otherwise ceases and Holdco cannot
      demonstrate to the reasonable satisfaction of the Agent within 10 trading
      days that such suspension, termination or cessation would not, and does
      not result from circumstances which would be reasonably likely to, have a
      Material Adverse Effect.

	 	 	 
	21.18 	
      Acquisition Documents

	 	 	 
		
      Any Acquisition Document:

	 	 	 
		(a) 	
      ceases to be legal, valid, binding and enforceable on or
      against any party thereto and in full force and effect in any material
      respect, or is terminated or rescinded or becomes avoidable at the
      instance of any person, except with the prior written consent of the
      Majority Lenders and except where such cessation, termination, rescission
      or avoidance has not affected and will not affect the valid and effective
      transfer of legal and beneficial title to the Acquisition Shares to
      Holdco; or

	 	 	 
		(b) 	
      is amended or any right or remedy thereunder is waived in
      any material respect except with the prior written consent of the Majority
      Lenders.

	 	 	 
	21.19 	
      Clearing House Suspension

	 	 	 
		
      The Clearing House suspends any current account
      transactions of any Borrower.

	 	 	 
	21.20 	
      Material adverse change

	 	 	 
		
      Any event or circumstance occurs which has, or would be
      reasonably likely to have, a Material Adverse Effect.

	 	 	 
	21.21 	
      Acceleration




	(a) 	
      On the occurrence of an Event of Default under Clause
      21.7 (Insolvency proceedings) or 21.19 (Clearing House
      Suspension):

	 	 	 
		(i) 	
      the Total Commitments (and the Commitment of each Lender
      for each Facility) shall immediately be cancelled; and

	 	 	 
		(ii) 	
      all Loans, together with accrued interest, and all other
      amounts accrued or outstanding under the Finance Documents shall
      immediately be due and payable (without any action, notice or other
      formality).

	 	 	 
	(b) 	
      At any time while an Event of Default is continuing
      (other than under Clause 21.7 (Insolvency proceedings) or Clause
      21.19 (Clearing House Suspension)) the Agent may, and shall if so
      directed by the Majority Lenders, by notice to Holdco:

	 	 	 
		(i) 	
      cancel the Total Commitments whereupon they (and the
      Commitment of each Lender for each Facility) shall immediately be
      cancelled;



- 68 -





	 	(ii) 	
      declare that all or part of the Loans, together with
      accrued interest, and all other amounts accrued or outstanding under the
      Finance Documents be immediately due and payable, whereupon they shall
      become immediately due and payable; and/or

	 	 	 
	 	(iii) 	
      declare that all or part of the Loans be payable or
      repayable on demand, whereupon they shall immediately become payable or
      repayable on demand by the Agent on the instructions of the Majority
      Lenders.



- 69 -




SECTION 8 

 CHANGES TO PARTIES

	22. 	
      CHANGES TO THE LENDERS

	 	 
	22.1 	
      Transfers by the
Lenders




	(a) 	
      Subject to this Clause 22, a Lender (the "Existing
      Lender") may transfer any of its rights and obligations under this
      Agreement to (i) another bank, financial institution, trust fund or other
      entity which is resident in Korea and regularly engaged in or established
      for the purpose of making, purchasing or investing in loans, securities or
      other financial assets or (ii) (with the prior written consent of the
      relevant Borrower if no Default has occurred) any other person (such other
      bank, financial institution, trust fund, entity or person being the
      "New Lender").

	 	 
	(b) 	
      The relevant Borrower’s consent in paragraph (a) above
      must not be unreasonably withheld or delayed. The relevant Borrower will
      be deemed to have given its consent to any transfer by the Existing Lender
      5 Business Days after such Existing Lender has (through the Agent)
      requested it unless such consent is expressly refused within that
    time.



22.2    Conditions of transfer

	(a) 	
      A transfer by the Existing Lender will only be effective
      if the procedure set out in Clause 22.4 (Procedure for transfer) is
      complied with.

	 	 	 
	(b) 	
      If:

	 	 	 
		(i) 	
      the Existing Lender transfers any of its rights or
      obligations under the Finance Documents or a Lender changes its Facility
      Office; and

	 	 	 
		(ii) 	
      as a result of circumstances existing at the date such
      transfer or change occurs, a Borrower would be obliged to make a payment
      to the New Lender or, as the case may be, such Lender acting through its
      new Facility Office under Clause 12 (Tax gross up and indemnities)
      or Clause 13 (Increased Costs),

	 	 	 
		
      then the New Lender or, as the case may be, such Lender
      acting through its new Facility Office shall only be entitled (by
      references to such circumstances so existing as at the date of such
      transfer or change or a continuation of such circumstances) to receive
      payment under those Clauses to the same extent as the Existing Lender or,
      as the case may be, such Lender acting through its previous Facility
      Office would have been if such transfer or change had not occurred. All
      out-of-pocket costs and expenses incurred or suffered by the Existing
      Lender or the New Lender resulting from any such transfer shall not be
      borne by the Borrowers.

	 	 	 
	(c) 	
      An Existing Lender shall, simultaneously with a transfer
      by it of any or all of its rights and obligations under this Agreement to
      a New Lender, transfer to such New Lender a proportionate share of the
      rights and obligations held by it (in its capacity as Lender) under or in
      connection with the other Finance Documents.

	 	 	 
	(d) 	
      A transfer of an Existing Lender's rights and/or
      obligations under the Security Documents corresponding to the rights and
      obligations transferred by the Existing Lender to the New Lender under
      this Agreement shall be effective if the conditions of transfer (if any)
      required by applicable laws in relation to such rights and/or obligations
      under the Security Documents are satisfied.



- 70 -





	(e) 	
      Any partial transfer of a Loan by an Existing Lender
      shall only be effective if transferred on a proportionate basis between
      Facility A1 Loan, Facility A2 Loan, Facility B Loan (if any) and the
      Available Commitment for Facility B (if any) of such Existing
    Lender.

	 	 
	22.3	
      Limitation of responsibility of Existing
      Lenders

	 	 
	(a) 	
      Unless expressly agreed to the contrary, an Existing
      Lender makes no representation or warranty and assumes no responsibility
      to a New Lender for:




	 	(i) 	
      the legality, validity, effectiveness, adequacy or
      enforceability of the Transaction Documents or any other
  documents;

	 	 	 
	 	(ii) 	
      the financial condition of any Borrower;

	 	 	 
	 	(iii) 	
      the performance and observance by any Borrower of its
      obligations under the Transaction Documents or any other documents;
    or

	 	 	 
	 	(iv) 	
      the accuracy of any statements (whether written or oral)
      made in or in connection with any Finance Document or any other
      document,



and any representations or warranties
implied by law are excluded.

	(b) 	
      Each New Lender confirms to the Existing Lender and the
      other Finance Parties that it:

	 	 	 
		(i) 	
      has made (and shall continue to make) its own independent
      investigation and assessment of the financial condition and affairs of
      each Borrower and its related entities in connection with its
      participation in this Agreement and has not relied exclusively on any
      information provided to it by the Existing Lender in connection with any
      Finance Document; and

	 	 	 
		(ii) 	
      will continue to make its own independent appraisal of
      the creditworthiness of each Borrower and its related entities while any
      amount is or may be outstanding under the Finance Documents or any
      Commitment is in force.

	 	 	 
	(c) 	
      Nothing in any Finance Document obliges an Existing
      Lender to:

	 	 	 
		(i) 	
      accept a re-transfer from a New Lender of any of the
      rights and obligations transferred under this Clause 22; or

	 	 	 
		(ii) 	
      support any losses directly or indirectly incurred by the
      New Lender by reason of the non-performance by any Borrower of its
      obligations under the Finance Documents or
otherwise.



22.4    Procedure for transfer

	(a) 	
      Subject to the conditions set out in Clause 22.2
      (Conditions of transfer) a transfer by the Existing Lender to the
      New Lender is effected in accordance with paragraph (b) below on the
      Transfer Date relating thereto. The Agent shall, as soon as reasonably
      practicable after receipt by it of a duly completed Transfer Certificate
      appearing on its face to comply with the terms of this Agreement and
      delivered in accordance with the terms of this Agreement, execute that
      Transfer Certificate (on behalf of the Finance Parties and the Borrowers
      in accordance with paragraph (c)) and affix a fixed-date stamp on such
      Transfer Certificate.

	 	 
	(b) 	
      Subject to the Borrower’s consent rights under Clause
      22.1, on the Transfer Date relating to a transfer by the Existing Lender
      to the New Lender:



- 71 -





		(i) 	
      to the extent that in the Transfer Certificate relating
      to such transfer the Existing Lender seeks to transfer its rights and
      obligations under this Agreement, each of the Borrowers party hereto and
      the Existing Lender shall be released from further obligations towards one
      another under this Agreement and their respective rights against one
      another under this Agreement shall be cancelled (being the "Discharged
      Rights and Obligations");

	 	 	 
		(ii) 	
      each of the Borrowers and the New Lender shall assume
      obligations towards one another and/or acquire rights against one another
      under this Agreement which differ from the Discharged Rights and
      Obligations only insofar as that Borrower and the New Lender have assumed
      and/or acquired the same in place of that Borrower and the Existing
      Lender;

	 	 	 
		(iii) 	
      the Agent, the Arrangers, the Security Agent, the New
      Lender and other Lenders shall acquire the same rights and assume the same
      obligations between themselves as they would have acquired and assumed had
      the New Lender been the Existing Lender with the rights and/or obligations
      acquired or assumed by it as a result of such transfer and to that extent
      the Agent, the Arrangers, the Security Agent and the Existing Lender shall
      each be released from further obligations to each other under this
      Agreement; and

	 	 	 
		(iv) 	
      the New Lender shall become a Party as a "Lender" and
      entitled to the benefits of any other Finance Document entered into by the
      Agent and/or Security Agent on behalf of the Lenders.

	 	 	 
	(c) 	
      For the purpose of any transfer pursuant to this Clause
      22.4:

	 	 	 
		(i) 	
      each of the Finance Parties (other than the Agent) and
      the Borrowers irrevocably appoints the Agent as its attorney-in-fact with
      full power and authority on its behalf and in its name to execute any
      Transfer Certificate (appearing on its face to comply with the terms of
      this Agreement and delivered in accordance with the terms of this
      Agreement) received by the Agent;

	 	 	 
		(ii) 	
      each Lender hereby irrevocably appoints the Agent as such
      Lender’s attorney-in-fact with full power and authority on its behalf and
      in its name to deliver any Transfer Certificate (to which it is a party)
      to Holdco and the Company. The Agent shall promptly upon its execution of
      any Transfer Certificate deliver a copy thereof to Holdco and the Company
      (in contents and delivery certified mail); and

	 	 	 
		(iii) 	
      each Borrower hereby irrevocably appoints the Agent as
      its attorney-in-fact with full power and authority on its behalf and in
      its name to take all actions as may be necessary in order to effect any
      transfer by any Lender in accordance with Clause 22 (Changes to the
      Lenders).




	22.5 	
      Disclosure of information

	 	 	 
		
      Any Finance Party may disclose:

	 	 	 
		(a) 	
      to any person to (or through) whom such Lender transfers
      (or may potentially transfer) all or any of its rights, benefits and
      obligations under the Finance Documents;



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	 	(b) 	
      to any person with (or through) whom such Lender enters
      into (or may potentially enter into) any sub-participation in relation to,
      or any other transaction under which payments are to be made by reference
      to, the Finance Documents or any Borrower;

	 	 	 
	 	(c) 	
      to any person who acquires or is proposing to acquire any
      interest in, or enters into or is proposing to enter into any merger,
      amalgamation or other similar arrangement with, such Lender;

	 	 	 
	 	(d) 	
      any Affiliate of such Lender;

	 	 	 
	 	(e) 	
      to any person who is a professional adviser of such
      Lender or any of such Lender's Affiliates who owes duty of confidentiality
      to such Lender;

	 	 	 
	 	(f) 	
      to any Finance Party;

	 	 	 
	 	(g) 	
      in any legal proceedings arising out of or in connection
      with any Finance Document, or to the extent otherwise reasonably required
      in connection with any preservation or enforcement of any Security created
      under any Security Document; or

	 	 	 
	 	(h) 	
      to whom information may be required to be disclosed by
      any applicable law or regulation or the rules or requirements of any
      applicable securities exchange or regulatory or self- regulatory body or
      authority,



such information about any Borrower and
the Transaction Documents as such Lender shall reasonably consider appropriate.


	23. 	
      CHANGES TO THE BORROWERS

	 	 
		
      No Borrower may transfer any of its rights or obligations
      under the Finance Documents. For the avoidance of doubt, a merger between
      Holdco and the Company shall not constitute a “transfer of rights or
      obligations under the Finance Documents” for purposes of this Clause
      23.



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SECTION 9 

 THE FINANCE PARTIES

	24. 	
      ROLE OF THE AGENT, THE SECURITY AGENT AND THE
      ARRANGERS

	 	 
	24.1 	
      Appointment of the Agent and the Security
    Agent




	(a) 	
      Each Finance Party (other than the Agent) appoints the
      Agent to act as its agent under and in connection with the Finance
      Documents.

	 	 
	(b) 	
      Each Finance Party (other than the Security Agent)
      appoints the Security Agent to act as security agent under and in
      connection with the terms of the Finance Documents.

	 	 
	(c) 	
      Each other Finance Party authorises each of the Agent and
      the Security Agent to exercise the rights, powers, authorities and
      discretions specifically given to it under or in connection with the
      Finance Documents together with any other incidental rights, powers,
      authorities and discretions.



24.2    Duties of the Agent and the Security
Agent

	(a) 	
      The Agent shall promptly forward to a party to a Finance
      Document the original or a copy of any document which is delivered to the
      Agent for such party by any other party to such Finance Document, provided
      that one of such parties is a Finance Party.

	 	 
	(b) 	
      Except where a Finance Document specifically provides
      otherwise, the Agent is not obliged to review or check the adequacy,
      accuracy or completeness of any document it forwards to another party to a
      Finance Document.

	 	 
	(c) 	
      If the Agent receives notice from a party to a Finance
      Document referring to this Agreement, describing a Default and stating
      that the circumstance described is a Default, it shall promptly notify the
      Finance Parties.

	 	 
	(d) 	
      If the Agent is aware of the non-payment of any
      principal, interest, commitment fee or other fee payable to a Finance
      Party (other than the Arrangers) under this Agreement it shall promptly
      notify the other Finance Parties.

	 	 
	(e) 	
      The duties of the Agent and the Security Agent under the
      Finance Documents are solely mechanical and administrative in nature.
      Neither the Agent nor the Security Agent shall have any other duties
      except as expressly provided in the Finance
Documents.




	24.3 	
      Role of the Arrangers

	 	 
		
      Except as specifically provided in the Finance Documents,
      the Arrangers have no obligations of any kind to any other Party under or
      in connection with any Finance Document.

	 	 
	24.4 	
      No fiduciary duties




	(a) 	
      Nothing in this Agreement constitutes the Agent, the
      Security Agent or the Arrangers as a trustee or fiduciary of any other
      person.

	 	 
	(b) 	
      Neither the Agent nor the Security Agent or the Arrangers
      shall be bound to account to any Lender for any sum or the profit element
      of any sum received by it for its own account.




	24.5 	
      Business with Borrowers

	 	 
		
      Each of the Agent, the Security Agent and the Arrangers
      may accept deposits from, lend money to and generally engage in any kind
      of banking or other business with any Borrower.



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24.6    Rights and discretions of the Agent

	(a) 	
      The Agent may rely on:

	 	 	 
		(i) 	
      any representation, notice or document believed by it to
      be genuine, correct and appropriately authorised and shall have no duty to
      verify any signature on any document; and

	 	 	 
		(ii) 	
      any statement purportedly made by a director, authorised
      signatory or employee of any person regarding any matters which may
      reasonably be assumed to be within his knowledge or within his power to
      verify.

	 	 	 
	(b) 	
      The Agent may assume, unless it has received notice to
      the contrary in its capacity as agent for the Lenders for the Finance
      Parties, that:

	 	 	 
		(i) 	
      no Default has occurred (unless it has actual knowledge
      of a Default arising under Clause 21.1 (Non-payment));

	 	 	 
		(ii) 	
      any right, power, authority or discretion vested in any
      party to any Finance Document or the Majority Lenders has not been
      exercised; and

	 	 	 
		(iii) 	
      any notice or request made by Holdco (other than a
      Utilisation Request) is made on behalf of and with the consent and
      knowledge of all the Borrowers.

	 	 	 
	(c) 	
      The Agent may engage, pay for and rely on the advice or
      services of any lawyers, accountants, surveyors or other
experts.

	 	 	 
	(d) 	
      The Agent may act in relation to the Finance Documents
      through its personnel and agents.

	 	 	 
	(e) 	
      The Agent may disclose to any other Party any information
      it believes it has received as agent under any Finance Document.

	 	 	 
	(f) 	
      Notwithstanding any other provision of any Finance
      Document to the contrary, neither the Agent nor any Arranger is obliged to
      do or omit to do anything if it would or might in its reasonable opinion
      constitute a breach of any law or a breach of a fiduciary
  duty.



24.7    Majority Lenders'/Lenders' instructions
  

	(a) 	
      Unless a contrary indication appears in a Finance
      Document, the Agent shall (i) exercise any right, power, authority or
      discretion vested in it as Agent in accordance with any instructions given
      to it by the Majority Lenders (or, if so instructed by the Majority
      Lenders, refrain from exercising any right, power, authority or discretion
      vested in it as Agent) and (ii) not be liable for any act (or omission) if
      it acts (or refrains from taking any action) in accordance with an
      instruction of the Majority Lenders.

	 	 
	(b) 	
      Unless a contrary indication appears in a Finance
      Document, any instructions given by the Majority Lenders will be binding
      on all of the Finance Parties.

	 	 
	(c) 	
      The Agent may refrain from acting in accordance with the
      instructions of the Majority Lenders (or, if appropriate, the Lenders) or
      under paragraph (d) below until it has received such security as it may
      require for any cost, loss or liability (together with any associated
      Indirect Tax) which it may incur in complying with such instructions or
      paragraph (d) below.



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	(d) 	
      In the absence of instructions from the Majority Lenders
      (or, if appropriate, the Lenders), the Agent may act (or refrain from
      taking action) as it considers to be in the best interest of the
      Lenders.

	 	 
	(e) 	
      The Agent is not authorised to act on behalf of a Lender
      (without first obtaining that Lender's consent) in any legal or
      arbitration proceedings relating to any Finance
Document.




	24.8 	
      Responsibility for documentation

	 	 	 
		
      Neither the Agent nor any Arranger:

	 	 	 
		(a) 	
      is responsible for the adequacy, accuracy and/or
      completeness of any information (whether oral or written) supplied by the
      Agent, the Security Agent, the Arrangers, any Borrower or any other person
      given in or in connection with any Transaction Document; or

	 	 	 
		(b) 	
      is responsible for the legality, validity, effectiveness,
      adequacy or enforceability of any Transaction Document or any other
      agreement, arrangement or document entered into, made or executed in
      anticipation of or in connection with any Transaction Document.

	 	 	 
	24.9 	
      Exclusion of liability




	(a) 	
      Without limiting paragraph (b) below, the Agent will not
      be liable for any action taken by it, or for omitting to take action,
      under or in connection with any Finance Document, unless directly caused
      by its gross negligence or wilful misconduct.

	 	 
	(b) 	
      No Party (other than the Agent) may take any proceedings
      against any officer, employee or agent of the Agent in respect of any
      claim it might have against the Agent or in respect of any act or omission
      of any kind by that officer, employee or agent in relation to any Finance
      Document and any officer, employee or agent of the Agent may rely on this
      Clause.

	 	 
	(c) 	
      The Agent will not be liable for any delay (or any
      related consequences) in crediting an account with an amount required
      under the Finance Documents to be paid by it if it has taken all necessary
      steps as soon as reasonably practicable to comply with the regulations or
      operating procedures of any recognised clearing or settlement system used
      by it for that purpose.

	 	 
	24.10	
      Lenders' indemnity to the Agent and the Security
      Agent

	 	 
		
      Each Lender shall (in the proportion borne by (i) (if any
      Loan is outstanding) its aggregate participations in the Loans to the
      aggregate Loans outstanding or (ii) (if no Loan is outstanding) its
      aggregate Commitments for any and all Facilities to the Total Commitments
      (or, if the Total Commitments are then zero, in the proportion borne by
      its aggregate Commitments for any and all Facilities to the Total
      Commitments immediately prior to the reduction of the latter to zero))
      indemnify each of the Agent and the Security Agent within 3 Business Days
      of demand, against any cost, loss or liability incurred by the Agent or,
      as the case may be, the Security Agent (otherwise than by reason of its
      gross negligence or wilful misconduct) in acting as Agent or, as the case
      may be, Security Agent under the Finance Documents (unless it has been
      reimbursed by any Borrower pursuant to a Finance Document).

	 	 
	24.11	
      Resignation of the Agent and the Security
    Agent

	 	 
	(a) 	
      The Agent or the Security Agent may resign and appoint
      one of its Affiliates acting through an office in Korea as successor by
      giving notice to the other Finance Parties and
Holdco.



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	(b) 	
      Alternatively the Agent or the Security Agent may resign
      by giving notice to the other Finance Parties and Holdco, in which case
      the Majority Lenders (after consultation with Holdco) may appoint a
      successor Agent or, as the case may be, Security Agent.

	 	 
	(c) 	
      If the Majority Lenders have not appointed a successor
      Agent or, as the case may be, Security Agent in accordance with paragraph
      (b) above within 30 days after notice of resignation was given, the
      retiring Agent or, as the case may be, Security Agent (after consultation
      with Holdco) may appoint a successor Agent or, as the case may be,
      Security Agent acting through an office in Korea.

	 	 
	(d) 	
      The retiring Agent or, as the case may be, Security Agent
      shall, at its own cost, make available to its successor such documents and
      records and provide such assistance as its successor may reasonably
      request for the purposes of performing its functions as Agent or, as the
      case may be, Security Agent under the Finance Documents.

	 	 
	(e) 	
      The resignation notice of the Agent or, as the case may
      be, Security Agent shall only take effect upon the appointment of a
      successor.

	 	 
	(f) 	
      Upon the appointment of a successor, the retiring Agent
      or, as the case may be, Security Agent shall be discharged from any
      further obligation in respect of the Finance Documents but shall remain
      entitled to the benefit of this Clause 24. Its successor and each of the
      other Parties shall have the same rights and obligations amongst
      themselves as they would have had if such successor had been an original
      Party.

	 	 
	(g) 	
      After consultation with Holdco, the Majority Lenders may,
      by notice to the Agent or, as the case may be, the Security Agent, require
      it to resign in accordance with paragraph (b) above. In this event, the
      Agent or, as the case may be, the Security Agent shall resign in
      accordance with paragraph (b) above.

	 	 
	24.12	
      Confidentiality

	 	 
	(a) 	
      The Agent (acting as agent for the Finance Parties) shall
      be regarded as acting through its agency division which in each case shall
      be treated as a separate entity from any other of its divisions or
      departments.

	 	 
	(b) 	
      If information is received by another division or
      department of the Agent, it may be treated as confidential to that
      division or department and the Agent shall not be deemed to have notice of
      it.

	 	 
	(c) 	
      Notwithstanding any other provision of any Finance
      Document to the contrary, none of the Agent, the Security Agent or the
      Arrangers is obliged to disclose to any other person (i) any confidential
      information or (ii) any other information if the disclosure would or might
      in its reasonable opinion constitute a breach of any law or a breach of a
      fiduciary duty.




	24.13 	
      Relationship with the Lenders/other
  parties

	 	 
		
      The Agent may treat each Lender as a Lender, entitled to
      payments under this Agreement and acting through its Facility Office
      unless it has received not less than 5 Business Days prior notice from
      that Lender to the contrary in accordance with the terms of this
      Agreement.

	 	 
	24.14 	
      Credit appraisal by the Lenders

	 	 
		
      Without affecting the responsibility of any Borrower for
      information supplied by it or on its behalf in connection with any Finance
      Document, each Lender confirms to the Agent, the
Security Agent and the Arrangers that it has been, and will
      continue to be, solely responsible for making its own independent
      appraisal and investigation of all risks arising under or in connection
  with any Finance Document including but not limited to:



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		(a) 	
      the financial condition, status and nature of each
      Borrower;

	 	 	 
		(b) 	
      the legality, validity, effectiveness, adequacy or
      enforceability of any Finance Document and any other agreement,
      Transaction Security, arrangement or document entered into, made or
      executed in anticipation of, under or in connection with any Finance
      Document;

	 	 	 
		(c) 	
      whether that Lender has recourse, and the nature and
      extent of that recourse, against any party to any Finance Document or any
      of its respective assets under or in connection with any Finance Document,
      the transactions contemplated by the Finance Documents or any other
      agreement, Transaction Security, arrangement or document entered into,
      made or executed in anticipation of, under or in connection with any
      Finance Document; and

	 	 	 
		(d) 	
      the adequacy, accuracy and/or completeness of any
      information provided by the Agent, the Security Agent, any Party or by any
      other person under or in connection with any Finance Document, the
      transactions contemplated by the Finance Documents or any other agreement,
      Transaction Security, arrangement or document entered into, made or
      executed in anticipation of, under or in connection with any Finance
      Document.

	 	 	 
	24.15 	
      Deduction from amounts owing

	 	 	 
		
      If any Party owes an amount to the Agent or the Security
      Agent under any of the Finance Documents the Agent or (as the case may be)
      the Security Agent may, after giving notice to that Party, deduct an
      amount not exceeding that amount from any payment to that Party which the
      Agent or (as the case may be) the Security Agent would otherwise be
      obliged to make under the Finance Documents and apply the amount deducted
      in or towards satisfaction of that first- mentioned amount so owed. For
      the purposes of the Finance Documents that Party shall be regarded as
      having received any amount so deducted.

	 	 	 
	24.16 	
      Security Documents

	 	 	 
		(a) 	
      Each Finance Party irrevocably authorizes the Agent and,
      where applicable, the Security Agent to execute any Finance Document to
      which it is expressed to be a party on its behalf.

	 	 	 
		(b) 	
      Each of the Borrowers and the Finance Parties irrevocably
      agrees that the benefit of the Security Documents shall be held by the
      Secured Creditors and agrees to be bound by the Security
  Documents.

	 	 	 
		(c) 	
      Each Finance Party irrevocably agrees that each decision
      made in accordance with the terms of the Finance Documents shall be
      binding on it.

	 	 	 
	25. 	
      CONDUCT OF BUSINESS BY THE FINANCE
  PARTIES

	 	 	 
		
      No provision of any Finance Document will:

	 	 	 
		(a) 	
      interfere with the right of any Finance Party to arrange
      its affairs (tax or otherwise) in whatever manner it thinks
  fit;



- 78 -





		(b) 	
      oblige any Finance Party to investigate or claim any
      credit, relief, remission or repayment available to it or the extent,
      order and manner of any claim; or

	 	 	 
		(c) 	
      oblige any Finance Party to disclose any information
      relating to its affairs (tax or otherwise) or any computations in respect
      of Tax.

	 	 	 
	26. 	
      SHARING AMONG THE LENDERS

	 	 	 
	26.1 	
      Payments to Lenders

	 	 	 
		
      If a Lender (a "Recovering Lender") receives or
      recovers any amount from any Borrower other than in accordance with Clause
      27 (Payment mechanics) and applies that amount to a payment due
      under the Finance Documents then:

	 	 	 
		(a) 	
      the Recovering Lender shall, within 3 Business Days,
      notify details of such receipt or recovery to the Agent;

	 	 	 
		(b) 	
      the Agent shall determine whether such receipt or
      recovery is in excess of the amount the Recovering Lender would have been
      paid had such receipt or recovery been received or made by the Agent and
      distributed in accordance with Clause 27 (Payment mechanics),
      without taking account of any Tax which would be imposed on the Agent in
      relation to such receipt, recovery or distribution; and

	 	 	 
		(c) 	
      the Recovering Lender shall, within 3 Business Days of
      demand by the Agent, pay to the Agent an amount (the "Sharing
      Payment") equal to such receipt or recovery less any amount which the
      Agent determines may be retained by the Recovering Lender as its share of
      any payment to be made, in accordance with Clause 27.5 (Partial
      payments).

	 	 	 
	26.2 	
      Redistribution of payments

	 	 	 
		
      The Agent shall treat the Sharing Payment as if it had
      been paid by the relevant Borrower and distribute it (or instruct the
      Agent to distribute it) between the Finance Parties (other than the
      Recovering Lender) in accordance with Clause 27.5 (Partial
      payments).

	 	 	 
	26.3 	
      Recovering Lender's
rights




	(a) 	
      On a distribution of the Sharing Payment by the Agent
      under Clause 26.2 (Redistribution of payments), the Recovering
      Lender will be subrogated to the rights of the Finance Parties which have
      shared in such distribution (and, where necessary in order to give effect
      to such subrogation, each Finance Party that has shared in such
      distribution shall as soon as reasonably practicable upon the request of
      the Recovering Lender transfer to the Recovering Lender a proportionate
      part of its rights and obligations under the Security Documents (to which
      such subrogation relates), and each Borrower shall take such action as may
      be reasonably required to give effect to such transfer).

	 	 
	(b) 	
      If and to the extent that the Recovering Lender is not
      able to rely on its rights under paragraph (a) above, the relevant
      Borrower (or, if such Borrower is not party hereto, Holdco) shall be
      liable to the Recovering Lender for a debt equal to the Sharing Payment
      which is immediately due and payable.



- 79 -





	26.4 	
      Reversal of redistribution

	 	 	 
		
      To the extent that any part of any amount received or
      recovered by a Recovering Lender (which amount gives rise to any Sharing
      Payment) becomes repayable and is repaid by that Recovering Lender,
      then:

	 	 	 
		(a) 	
      each Finance Party which has received a share of that
      Sharing Payment pursuant to Clause 26.2 (Redistribution of
      payments) shall, upon request of the Agent, pay to the Agent for
      account of that Recovering Lender an amount equal to the appropriate part
      of its share of that Sharing Payment (together with an amount as is
      necessary to reimburse that Recovering Lender for its proportion of any
      interest on such repayable amount of which that Recovering Lender is
      required to pay);

	 	 	 
		(b) 	
      that Recovering Lender's rights of subrogation under
      paragraph (a) of Clause 26.3 (Recovering Lender's rights) shall be
      cancelled to the extent of such payment and/or reimbursement made by such
      Finance Party under paragraph (a) (and, to the extent that any rights
      and/or obligations under the Security Documents have been transferred by
      that Recovery Lender to any Finance Party pursuant to paragraph (a) of
      Clause 26.3 (Recovering Lender's rights) in connection with such
      cancelled rights of subrogation, such Finance Party shall as soon as
      reasonably practicable upon the request of the Recovering Lender
      re-transfer to the Recovering Lender such rights and obligations (to which
      such cancelled rights of subrogation relate), and each Borrower shall take
      such action as may be reasonably required to give effect to such
      re-transfer); and

	 	 	 
		(c) 	
      the relevant Borrower will be liable to each Finance
      Party paying any amount under paragraph (a) for such amount so paid or
      reimbursed by such Finance Party.

	 	 	 
	26.5 	
      Exceptions




	(a) 	
      This Clause 26 shall not apply to the extent that the
      Recovering Lender would not, after making any payment pursuant to this
      Clause, have a valid and enforceable claim against the relevant
      Borrower.

	 	 	 
	(b) 	
      A Recovering Lender is not obliged to share with any
      other Lender any amount which that Recovering Lender has received or
      recovered as a result of taking legal or arbitration proceedings,
    if:

	 	 	 
		(i) 	
      it notified such other Lender of those legal or
      arbitration proceedings; and

	 	 	 
		(ii) 	
      such other Lender had an opportunity to participate in
      those legal or arbitration proceedings but did not do so as soon as
      reasonably practicable having received notice and did not take separate
      legal or arbitration proceedings.



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SECTION 10 

 ADMINISTRATION

	27. 	
      PAYMENT MECHANICS

	 	 
	27.1 	
      Payments to the Agent




	(a) 	
      On each date on which a Borrower or a Lender is required
      to make a payment under a Finance Document, that Borrower (subject to
      Clause 27.9 (Payments to the Security Agent)) or Lender shall make
      the same available to the Agent for value on the due date at the time and
      in such funds specified by the Agent as being customary at the time for
      settlement of transactions in the currency of such payment and in the
      place of payment.

	 	 
	(b) 	
      Payment shall be made to such account with such bank as
      the Agent specifies from time to time.




	27.2 	
      Distributions by the Agent

	 	 
		
      Each payment received by the Agent under the Finance
      Documents for another Party shall, subject to Clause 24.15 (Deduction
      from amounts owing), Clause 27.3 (Distributions to a Borrower)
      and Clause 27.4 (Clawback) and Clause 27.9 (Payments to the
      Security Agent), be made available by the Agent as soon as practicable
      after receipt to each of the Parties entitled to receive such payment in
      accordance with this Agreement (in the case of a Lender, for the account
      of its Facility Office), to such account as that Party may notify to the
      Agent by not less than 5 Business Days' notice with (in the case of a
      Borrower) a bank in Korea or (in the case of a Finance Party) a bank
      (provided that the Agent may, if it so elects, effect such payment from or
      through the Agent).

	 	 
	27.3 	
      Distributions to a Borrower

	 	 
		
      Each of the Agent and the Security Agent may (with the
      consent of the Borrower referred to below or in accordance with Clause 28
      (Set-off)) apply any amount received by it for a Borrower in or
      towards payment (on the date and in the currency and funds of receipt) of
      any amount due from that Borrower under the Finance Documents or in or
      towards purchase of any amount of any currency to be so applied.

	 	 
	27.4 	
      Clawback




	(a) 	
      Where a sum is to be paid to the Agent or the Security
      Agent under the Finance Documents for another Party to any Finance
      Document, the Agent or, as the case may be, the Security Agent is not
      obliged to pay that sum to that other Party (or to enter into or perform
      any related exchange contract) until it has been able to establish to its
      satisfaction that it has actually received that sum.

	 	 
	(b) 	
      If the Agent or the Security Agent pays an amount to
      another Party and it proves to be the case that it had not actually
      received that amount, then the Party to whom that amount (or the proceeds
      of any related exchange contract) was paid shall on demand refund the same
      to the Agent or, as the case may be, the Security Agent together with
      interest on that amount from the date of payment to the date of receipt by
      the Agent or, as the case may be, the Security Agent, calculated by it to
      reflect its cost of funds.

	 	 
	27.5	Partial payments

	 	 
	(a) 	
      If the Agent receives or recovers an amount from or in
      respect of any Borrower under or in connection with any Finance Document
      that is insufficient to discharge all the amounts then
  due and payable by that Borrower, the Agent
shall (subject to Clause 24.15 (Deduction from amounts owing) and Clause
27.9 (Payments to the Security Agent) and (in the case of any receipt or
recovery under or in respect of any Security Document) the provisions of such
Security Document) apply that amount so received or recovered towards the
obligations of that Borrower in the following order: 



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	 	(i) 	
      first, in or towards payment pro rata of any
      unpaid fees, costs and expenses of the Agent, the Security Agent and/or
      the Arrangers under the Finance Documents;

	 	 	 
	 	(ii) 	
      secondly, in or towards payment pro rata of any
      accrued interest, fee or commission due but unpaid under this
      Agreement;

	 	 	 
	 	(iii) 	
      thirdly, in or towards payment pro rata of any
      principal due but unpaid under this Agreement; and

	 	 	 
	 	(iv) 	
      fourthly, in or towards payment pro rata of any
      other sum due but unpaid under the Finance
Documents.




	(b) 	
      The Agent shall, if so directed by the Lenders vary the
      order set out in paragraphs (a)(ii) to (iv) above.

	 	 
	(c) 	
      Paragraphs (a) and (b) above will override any
      appropriation made by any Borrower.




	27.6 	
      No set-off by Borrowers

	 	 
		
      All payments to be made by a Borrower under the Finance
      Documents shall be calculated and be made without (and free and clear of
      any deduction for) set-off or counterclaim.

	 	 
	27.7 	
      Business Days




	(a) 	
      Any payment which is due to be made on a day that is not
      a Business Day shall be made on the next Business Day in the same calendar
      month (if there is one) or the preceding Business Day (if there is
      not).

	 	 
	(b) 	
      During any extension of the due date for payment of any
      principal or an Unpaid Sum pursuant to paragraph (a), interest is payable
      on that principal or Unpaid Sum at the rate payable on the original due
      date.




	27.8 	
      Currency of account

	 	 
		
      KRW is the currency of account and payment for any sum
      due from a Borrower under any Finance Document.

	 	 
	27.9 	
      Payments to the Security
Agent




	(a) 	
      Notwithstanding any other provision of any Finance
      Document, at any time after any Security created by or pursuant to any
      Security Document becomes enforceable, the Security Agent may
    require:

	 	 	 
		(i) 	
      any Borrower to pay all sums due under any Finance
      Document; or

	 	 	 
		(ii) 	
      the Agent to pay all sums received or recovered from any
      Borrower under any Finance Document. in each case as the Security Agent
      may direct for application in accordance with the terms of the Security
      Documents. The Agent shall comply with such
instructions.



- 82 - 





	(b) 	
      Where the Security Agent pays an amount to the Agent for
      the account of any other Finance Party in accordance with the provisions
      of the Finance Documents, the Agent shall (subject to Clauses 24.15
      (Deduction from amounts owing), 27.4 (Clawback) but without
      any further need to give effect to Clause 27.5 (Partial payments))
      make available such amount to such Finance Party (or pay such amount to
      the Agent and instruct the Agent to make available such amount to such
      Finance Party) as soon as practicable after receipt (in the case of a
      Lender, for the account of its Facility Office), to such account as that
      Finance Party may notify to the Agent by not less than 5 Business Days'
      notice.

	 	 
		
      Any such application will override any appropriation by
      any Borrower.




	28. 	
      SET-OFF

	 	 
		
      A Finance Party may, but is not obliged to, set off any
      matured obligation due from a Borrower under the Finance Documents (to the
      extent beneficially owned by that Finance Party) against any matured
      obligation owed by that Finance Party to that Borrower, regardless of the
      place of payment, booking branch or currency of either obligation. If
      those obligations are in different currencies, that Finance Party may
      convert either obligation at a market rate of exchange in its usual course
      of business for the purpose of such set-off.

	 	 
	29. 	
      APPLICATION OF PROCEEDS

	 	 
	29.1 	
      Order of application




	(a) 	
      All moneys from time to time received or recovered by the
      Security Agent in connection with the realisation or enforcement of all or
      any part of the Transaction Security shall be held by the Security Agent
      on trust to apply them, to the extent permitted by applicable law, in the
      following order of priority:

	 	 	 
		(i) 	
      in discharging any sums owing to the Security Agent (in
      its capacity as security agent);

	 	 	 
		(ii) 	
      in payment to the Agent, on behalf of the Secured
      Creditors, for application towards the discharge of all sums due and
      payable by any Borrower under any of the Finance Documents in accordance
      with Clause 27.5 (Partial Payments);

	 	 	 
		(iii) 	
      if none of the Borrowers are under any further actual or
      contingent liability under any Finance Document, in payment to any person
      to whom the Security Agent is obliged to pay in priority to any Borrower
      under applicable law; and

	 	 	 
		(iv) 	
      the balance, if any, in payment to Holdco.

	 	 	 
	(b) 	
      Notwithstanding the provisions of paragraph (a) above,
      prior to the merger between Holdco and the Company, all moneys from time
      to time received or recovered by the Security Agent in connection with the
      realisation or enforcement of all or any part of the Transaction Security
      provided by the Company shall be held by the Security Agent on trust to
      apply them, to the extent permitted by applicable law, in the following
      order of priority:

	 	 	 
		(i) 	
      in discharging any sums owing to the Security Agent (in
      its capacity as security agent) by the Company;



- 83 - 





	 	(ii) 	
      in payment to the Agent, on behalf of the Secured
      Creditors, for application towards the discharge of all sums due and
      payable by the Company under any of the Finance Documents in accordance
      with Clause 27.5 (Partial Payments);

	 	 	 
	 	(iii) 	
      if the Company is not under any further actual or
      contingent liability under any Finance Document, in payment to any person
      to whom the Security Agent is obliged to pay in priority to the Company
      under applicable law; and

	 	 	 
	 	(iv) 	
      the balance, if any, in payment to the
  Company.




	29.2 	
      Investment of proceeds

	 	 
		
      Prior to the application of the proceeds of the
      Transaction Security in accordance with Clause 29.1 (Order of
      application) the Security Agent may, at its discretion, hold all or
      part of those proceeds in an interest bearing suspense or impersonal
      account(s) in the name of the Security Agent or Agent with any financial
      institution (including itself) and for so long as the Security Agent
      thinks fit (the interest being credited to the relevant account) pending
      the application from time to time of those monies at the Security Agent's
      discretion in accordance with the provisions of this Clause
29.2.

	 	 
	29.3 	
      Permitted deductions

	 	 
		
      The Security Agent shall be entitled (a) to set aside by
      way of reserve amounts required to meet and (b) to make and pay, any
      deductions and withholdings (on account of Tax or otherwise) which it is
      or may be required by any applicable law to make from any distribution or
      payment made by it under this Agreement, and to pay all Tax which may be
      assessed against it in respect of any of the Secured Assets, or as a
      consequence of performing its duties, or by virtue of its capacity as
      Security Agent under any of the Finance Documents or otherwise (except in
      connection with its remuneration for performing its duties under this
      Agreement).

	 	 
	29.4 	
      Discharge of Secured
Liabilities




	 	(a) 	
      Any payment to be made in respect of the Secured
      Liabilities by the Security Agent may be made to the Agent on behalf of
      the Secured Creditors and that payment shall be a good discharge, to the
      extent of that payment, by the Security Agent.

	 	 	 
	 	(b) 	
      The Security Agent is under no obligation to make payment
      to the Agent in the same currency as that in which any Unpaid Sum is
      denominated.





	29.5 	
      Sums received by Borrower

	 	 
		
      If any of the Borrowers receives any sum which, pursuant
      to any of the Finance Documents, should have been paid to the Security
      Agent, that sum shall promptly be paid to the Security Agent for
      application in accordance with Clause 29.1(Order of
      application).

	 	 
	30. 	
      NOTICES

	 	 
	30.1 	
      Communications in writing

	 	 
		
      Any communication to be made under or in connection with
      the Finance Documents shall be made in writing and, unless otherwise
      stated, may be made by fax, electronic mail or
letter.



- 84 -





	30.2 	
      Addresses

	 	 	 
		
      The address, electronic mail and fax number (and the
      department or officer, if any, for whose attention the communication is to
      be made) of each Party for any communication or document to be made or
      delivered under or in connection with the Finance Documents is:

	 	 	 
		(a) 	
      in the case of Holdco, that identified with its name
      below;

	 	 	 
		(b) 	
      in the case of any Original Lender, that set out beneath
      its name in the signature pages of this Agreement; or

	 	 	 
		(c) 	
      in the case of any other Lender or any other Borrower,
      that notified in writing to the Agent on or prior to the date on which it
      becomes a Party; and

	 	 	 
		(d) 	
      in the case of the Agent and the Security Agent, that
      identified with its name below,

	 	 	 
		
      or any substitute address, fax number, electronic mail or
      department or officer as that Party may notify to the Agent (or the Agent
      may notify to the other Parties, if a change is made by the Agent) by not
      less than 5 Business Days' notice.

	 	 	 
	30.3 	
      Delivery




	(a) 	
      Any communication or document made or delivered by one
      person to another under or in connection with the Finance Documents will
      only be effective:

	 	 	 
		(i) 	
      if by way of fax, when received in legible form;
  or

	 	 	 
		(ii) 	
      if by way of letter, when it has been left at the
      relevant address or 5 Business Days after being deposited in the post
    postage prepaid in an envelope addressed to it at that address, 

	 	 	 
		
      and, if a
      particular department or officer is specified as part of its address
      details provided under Clause 30.2 (Addresses), if addressed to that
  department or officer.

	 	 	 
	(b) 	
      Any communication or document to be made or delivered to
      the Agent or the Security Agent will be effective only when actually
      received by it and then only if it is expressly marked for the attention
      of the department or officer identified with its signature below (or any
      substitute department or officer as it shall specify for this
    purpose).

	 	 	 
	(c) 	
      All notices from or to a Borrower under this Agreement
      shall be sent through the Agent.

	 	 	 
	(d) 	
      Any communication or document made or delivered to Holdco
      in accordance with this Clause will be deemed to have been made or
      delivered to each of the Borrowers.





	30.4 	
      Notification of address, electronic mail and fax
      number

	 	 
		
      Promptly upon receipt of notification of an address,
      electronic mail and fax number or change of address, electronic mail or
      fax number pursuant to Clause 30.2 (Addresses) or changing its own
      address, electronic mail or fax number, the Agent shall notify the other
      Parties.

	 	 
	30.5 	
      Electronic
communication




	(a) 	
      Any communication to be made between the Parties under or
      in connection with the Finance Documents may be made by electronic mail or
      other electronic means, if the relevant Party:

	 	 	 
		(i) 	
      agree that, unless and until notified to the contrary,
      this is to be an accepted form of communication;



- 85 -





		(ii) 	
      notify each other in writing of their electronic mail
      address and/or any other information required to enable the sending and
      receipt of information by that means; and

	 	 	 
		(iii) 	
      notify each other of any change to their address or any
      other such information supplied by them.

	 	 	 
	(b) 	
      Any electronic communication made between the Parties
      will be effective only when actually received in readable form and
      confirmation of receipt has been received by the
sender.



30.6     English language

	(a) 	
      Any notice given under or in connection with any Finance
      Document must be in English.

	 	 	 
	(b) 	
      All other documents provided under or in connection with
      any Finance Document must be:

	 	 	 
		(i) 	
      in English; or

	 	 	 
		(ii) 	
      if not in English, and if so required by the Agent,
      accompanied by a certified English translation and, in this case, the
      English translation will prevail unless that document is a constitutional,
      statutory or other official document or a Security
  Document.




	31. 	
      CALCULATIONS AND CERTIFICATES 

	 	
       

	31.1 	
      Accounts 

	 	
       

		
      In any litigation or arbitration proceedings arising out
      of or in connection with any Finance Document, the entries made in the
      accounts maintained by a Finance Party are, in the absence of manifest
      error, prima facie evidence of the matters to which they relate.


	 	
       

	31.2 	
      Certificates and Determinations 

	 	
       

		
      Any certification or determination by a Finance Party of
      a rate or amount under any Finance Document is, in the absence of manifest
      error, conclusive evidence of the matters to which it relates. 

	 	
       

	31.3 	
      Day count convention 

	 	
       

		
      Any interest, commission or fee accruing under a Finance
      Document will accrue from day to day and is calculated on the basis of the
      actual number of days elapsed and a year of 365 days or, in any case where
      the practice in the Korean interbank market differs, in accordance with
      that market practice. 




	32. 	
      PARTIAL INVALIDITY

	 	 
		
      If, at any time, any provision of the Finance Documents
      is or becomes illegal, invalid or unenforceable in any respect under any
      law of any jurisdiction, neither the legality, validity or enforceability
      of the remaining provisions nor the legality, validity or enforceability
      of such provision under the law of any other jurisdiction will in any way
      be affected or impaired.

	 	 
	33. 	
      REMEDIES AND WAIVERS

	 	 
		
      No failure to exercise, nor any delay in exercising, on
      the part of any Finance Party, any right or remedy under the Finance
      Documents shall operate as a waiver, nor shall any single or partial
      exercise of any right or remedy prevent any further or other exercise or
      the exercise of any other right or remedy. The rights and remedies provided in this
      Agreement are cumulative and not exclusive of any rights or remedies
  provided by law.



- 86 -





	34. 	
      AMENDMENTS AND WAIVERS

	 	 
	34.1 	
      Required consents





	(a) 	
      Any term of the Finance Documents may, subject to Clause
      34.2 (Exceptions) and (in the case of a Finance Document other than
      this Agreement) any express provisions of such Finance Document to the
      contrary, be amended or waived only with the consent of the Majority
      Lenders and the Borrowers party thereto and any such amendment or waiver
      will be binding on all Parties.

	 	 
	(b) 	
      The Agent may effect, on behalf of any Finance Party, any
      amendment or waiver permitted by this Clause.




	34.2 	
      Exceptions




	(a) 	
      An amendment or waiver that has the effect of changing or
      which relates to:

	 	 	 
		(i) 	
      the definition of "Majority Lenders" in Clause 1.1
      (Definitions);

	 	 	 
		(ii) 	
      an extension to the date of payment of any amount under
      the Finance Documents;

	 	 	 
		(iii) 	
      a reduction in the amount or a change in the currency of
      any payment of principal, interest, fees or commission payable;

	 	 	 
		(iv) 	
      an increase in or an extension of any Commitment (for any
      Facility) of any Lender;

	 	 	 
		(v) 	
      Clause 2.2 (Finance Parties' rights and
      obligations), Clause 6.1 (Repayment of Loans), Clause 10.2
      (Alternative basis of interest or funding), Clause 22 (Changes
      to the Lenders), Clause 26 (Sharing among the Lenders) or this
      Clause 34; or

	 	 	 
		(vi) 	
      the release of any Transaction Security or of any Secured
      Assets other than in accordance with the terms of the Finance
      Documents,

	 	 	 
		
      shall not be made without the prior consent of all the
      Lenders.

	 	 	 
	(b) 	
      An amendment or waiver which relates to the rights or
      obligations of the Agent, the Security Agent or the Arrangers may not be
      effected without the consent of the Agent, the Security Agent, or, as the
      case may be, the Arrangers.




	34.3 	
      Amendments of an Administrative Nature

	 	 
		
      Notwithstanding the provisions of Clause 34.1
      (Required Consents) and 34.2 (Exceptions), each of the
      Security Agent and the Agent may agree, without the consent of the
      Lenders, to any modification of any Finance Document of a formal, minor or
      technical nature or to correct a manifest error.

	 	 
	35. 	
      COUNTERPARTS

	 	 
		
      Each Finance Document may be executed in any number of
      counterparts, and this has the same effect as if the signatures on the
      counterparts were on a single copy of that Finance
  Document.



- 87 - 




SECTION 11 

 GOVERNING LAW AND ENFORCEMENT

	36. 	
      GOVERNING LAW

	 	 
		
      This Agreement is governed by the laws of
  Korea.




	37. 	
      ENFORCEMENT

	 	 	 
	37.1 	
      Jurisdiction of Korean courts

	 	 	 
		(a) 	
      The Seoul Central District Court has exclusive
      jurisdiction to settle any dispute arising out of or in connection with
      this Agreement (including a dispute regarding the existence, validity or
      termination of this Agreement) (a "Dispute").

	 	 	 
		(b) 	
      The Parties agree that the Seoul Central District Court
      is the most appropriate and convenient courts to settle Disputes and
      accordingly no Party will argue to the contrary.

	 	 	 
		(c) 	
      No Finance Party shall be prevented from taking
      proceedings relating to a Dispute in any other courts with
      jurisdiction.



- 88 -




SCHEDULE 1 

THE ORIGINAL LENDERS 

	Name of 	Facility A1 	Facility A2 	Facility B 
	Original Lender 	Commitment (KRW) 	Commitment (KRW) 	Commitment (KRW) 
	 	 	 	 
	HANA BANK 	28,000,000,000 	27,500,000,000 	27,500,000,000 
	 	 	 	 
	SHINHAN BANK 	20,000,000,000 	20,000,000,000 	20,000,000,000 
	 	 	 	 
	WOORI BANK 	17,500,000,000 	17,500,000,000 	17,500,000,000 
	 	 	 	 
	Total 	65,500,000,000 	65,000,000,000 	65,000,000,000



- 89 - 




SCHEDULE 2 

CONDITIONS PRECEDENT 

PART I-A 

CONDITIONS PRECEDENT TO
INITIAL UTILISATION REQUEST

1.      Holdco

	(a) 	
      A copy of the articles of association of
Holdco;

	 	 	 
	(b) 	
      Commercial registry extract of Holdco;

	 	 	 
	(c) 	
      A copy of a resolution of the unitholder of
  Holdco:

	 	 	 
		(i) 	
      approving the terms of, and the transactions contemplated
      by, the Transaction Documents to which it is a party and resolving that it
      execute the Transaction Documents to which it is a party;

	 	 	 
		(ii) 	
      authorising a specified person or persons to execute the
      Transaction Documents to which it is a party on its behalf; and

	 	 	 
		(iii) 	
      authorising a specified person or persons, on its behalf,
      to sign and/or despatch all documents and notices to be signed and/or
      despatched by it under or in connection with the Transaction Documents to
      which it is a party.

	 	 	 
	(d) 	
      If applicable, a power of attorney executed by the
      representative director of Holdco:

	 	 	 
		(i) 	
      authorising a specified person or persons to execute the
      Transaction Documents to which it is a party on its behalf; and

	 	 	 
		(ii) 	
      authorising a specified person or persons, on Holdco's
      behalf, to sign and/or despatch all documents and notices (including, if
      relevant, the Utilisation Request) to be signed and/or despatched by it
      under or in connection with the Transaction Documents to which it is a
      party.

	 	 	 
	(e) 	
      Seal impression certificate of the representative
      director of Holdco and specimen signature of each person authorised by any
      resolution or power of attorney referred to in paragraphs (c) and/or (d)
      above in respect of the Finance Documents to which it is a
party.

	 	 	 
	(f) 	
      A certificate of a representative director (or
      equivalent) of Holdco certifying that:




	 	(i) 	
      each copy document relating to it specified in paragraphs
      1(a) to (e) of this Schedule 2 Part I-A is true, correct, complete and, in
      the case of the resolution specified in paragraph 1(c), in full force and
      effect;

	 	 	 
	 	(ii) 	
      that Holdco is solvent on the date of that certificate;
      and

	 	 	 
	 	(iii) 	
      the representations set out in Clause 17
      (Representations) with respect to Holdco are true in all material
      respects.



2.      Security 

An original of each of the following
Security Documents, duly executed by the parties to it:

- 90 - 





		(a) 	
      the Company Share Kun-Pledge Agreement;

	 	 	 
		(b) 	
      the Holdco Account Kun-Pledge Agreement, together with
      ancillary documentation required to be delivered thereunder;

	 	 	 
		(c) 	
      the Holdco Security Assignment Agreement together with
      ancillary documentation required to be delivered thereunder; and

	 	 	 
		(d) 	
      the Holdco Unit Kun-Pledge Agreement, together with
      ancillary documentation required to be delivered thereunder.

	 	 	 
	3. 	
      Fee Letters

	 	 	 
		
      An original of each Fee Letter, duly executed by the
      parties to it.

	 	 	 
	4. 	
      Capitalisation




	(a) 	
      A copy of the Steps Paper.

	 	 	 
	(b) 	
      A certificate of Holdco certifying that:

	 	 	 
		(i) 	
      Dutchco has subscribed for units in Holdco in accordance
      with the Steps Paper;

	 	 	 
		(ii) 	
      those units subscribed for in accordance with the Steps
      Paper have been fully paid;

	 	 	 
		(iii) 	
      the equity funds in the amount specified in the Steps
      Paper has been deposited by Dutchco into the Holdco Proceeds Account;
      and

	 	 	 
		(iv) 	
      pursuant to the Foreign Investment Promotion Law of
      Korea, Dutchco has made a foreign investment report in respect of
      Dutchco’s investment in, and capitalisation of, Holdco, attaching a copy
      of such report.




	5. 	
      Reports

	 	 
		
      A copy of each Report.

	 	 
	6. 	
      Financial information




	 	(a) 	
      A certified copy of the Original Financial
    Statements.

	 	 	 
	 	(b) 	
      A certified copy of the unaudited financial statements of
      the Company prepared by management for the periods ending September 30,
      2010.

	 	 	 
	 	(c) 	
      The financial projections of each Borrower with
      assumptions in Agreed Form.





	7. 	
      Acquisition conditions
  information




	(a) 	
      A certified copy of each of the Acquisition Documents,
      duly executed by the parties thereto.

	 	 	 
	(b) 	
      A certificate of Holdco detailing the Acquisition Costs,
      if not fully itemised in the Steps Paper.

	 	 	 
	(c) 	
      A certificate of Holdco certifying that:

	 	 	 
		(i) 	
      all conditions precedent to completion of the Acquisition
      under the Acquisition Documents have been satisfied except for the payment
      of the consideration for the Acquisition Shares, which consideration is
      set out in such certificate, and that upon the payment of such
      consideration, the Acquisition will take place
  simultaneously;



- 91 - 





		(ii) 	
      no Acquisition Document has been amended, varied,
      superseded, waived or terminated (in any material respect) except with the
      consent of the Majority Lenders; and

	 	 	 
		(iii) 	
      Holdco is not aware of any breach of any warranty or any
      claim under the Acquisition Documents.

	 	 	 
	(d) 	
      A certified copy of the preliminary clearance report for
      the Acquisition from the Korean Fair Trade Commission of the business
      combination report with respect to the Acquisition.

	 	 	 
	(e) 	
      A legal opinion from local counsel to
Borrowers:

	 	 	 
		(i) 	
      confirming, subject to normal legal qualifications, the
      enforceability (against Sellers) and binding nature of the form of the
      Acquisition Documents; and

	 	 	 
		(ii) 	
      confirming that in accordance with applicable laws, no
      Authorisation is required in respect of the Acquisition except to the
      extent already obtained and referred to in such legal
  opinion.



8.      Legal opinions

	(a) 	
      A legal opinion of Lee & Ko, legal advisers to the
      Arrangers and the Agent as to Korean law in respect of the Finance
      Documents, in form and substance satisfactory to the Agent.

	 	 
	(b) 	
      A legal opinion of Yulchon, legal advisers to Holdco and
      the Company as to Korean law in respect of the Finance Documents, in form
      and substance satisfactory to the Agent.

	 	 
	(c) 	
      A legal opinion of DLA Piper, legal advisers to Dutchco
      as to the laws of The Netherlands in respect of the Holdco Unit Kun-Pledge
      Agreement, in form and substance satisfactory to the
  Agent.



- 92 -




SCHEDULE 2 

CONDITIONS PRECEDENT 

PART I-B 

CONDITIONS PRECEDENT TO
INITIAL UTILISATION

	1. 	
      Security

	 	 
		
      All of the share certificates representing the
      Acquisition Shares to be pledged pursuant to the Company Share Kun-Pledge
      Agreement, to be held in escrow pursuant escrow arrangements satisfactory
      to the Agent.

	 	 
	2. 	
      Fees, costs and expenses

	 	 
		
      Evidence that the fees, costs and expenses then due from
      Holdco (including any fees under Clause 11 (Fees)) have been paid
      or will be paid on the Initial Utilisation Date.

	 	 
	3. 	
      Debt Service Reserve Account

	 	 
		
      Evidence that the Debt Service Reserve Account has been
      established, and that the balance standing to the credit of each such
      account is not less than the amount required under paragraph (b) of Clause
      4.3 (Post-completion undertakings).



- 93 -




SCHEDULE 2 

PART II 

 CONDITIONS PRECEDENT REQUIRED
  TO BE

 DELIVERED BY THE COMPANY
  

	(a) 	
      An Accession Agreement, duly executed by the parties
      thereto.

	 	 	 
	(b) 	
      A copy of the articles of incorporation of the
      Company;

	 	 	 
	(c) 	
      Commercial registry extract of the Company;

	 	 	 
	(d) 	
      A copy of a resolution of the board of directors of the
      Company:

	 	 	 
		(i) 	
      approving the terms of, and the transactions contemplated
      by, (i) the Accession Agreement and (ii) the Finance Documents to which
      the Company is to become party and resolving that it execute that
      Accession Agreement and each such Finance Document;

	 	 	 
		(ii) 	
      authorising a specified person or persons to execute such
      Accession Agreement and each such Finance Document on its behalf;
    and

	 	 	 
		(iii) 	
      authorising a specified person or persons, on its behalf,
      to sign and/or despatch all other documents and notices to be signed
      and/or despatched by it under or in connection with any Finance
      Document.

	 	 	 
	(e) 	
      If applicable, a power of attorney executed by the
      representative director of the Company:

	 	 	 
		(i) 	
      authorising a specified person or persons to execute such
      Accession Agreement and each such Finance Document on its behalf;
    and

	 	 	 
		(ii) 	
      authorising a specified person or persons, on the
      Company's behalf, to sign and/or despatch all documents and notices
      (including, if relevant, a Utilisation Request) to be signed and/or
      despatched by it under or in connection with the any Finance Document to
      which it is a party.

	 	 	 
	(f) 	
      Seal impression certificate of the representative
      director of the Company and specimen signature of each person authorised
      by any resolution or a power of attorney referred to in paragraphs (d) and
      (e) above in respect of the Finance Documents to which it is to become a
      party.

	 	 	 
	(g) 	
      A certificate of an authorised signatory of the Company
      certifying that:

	 	 	 
		(i) 	
      each copy document relating to it specified in this Part
      II of Schedule 2 is correct, complete and in full force and effect, in the
      case of the resolution specified in paragraph (d) above, in full force and
      effect; and

	 	 	 
		(ii) 	
      the Company is solvent on the date of that
      certificate.

	 	 	 
	(h) 	
      A copy of the document evidencing that all of the
      existing Financial Indebtedness of the Company has been prepaid or repaid
      in full.



- 94 -





	(i) 	
      An appraisal report issued by an appraisal company
      selected by the Agent (acting reasonably) demonstrating the appraisal
      value of (i) land and buildings both legally owned by the Company and (ii)
      buildings legally owned by the Company existing on land owned by third
      parties.

	 	 
	(j) 	
      A letter from an insurance agent selected by the Agent
      (acting reasonably) addressed to the Agent, the Arrangers, the Security
      Agent and the Lenders listing the insurance policies of the Company and
      confirming that each Borrower currently meets all compulsory insurance
      requirements under Korea’s insurance regulations and that each Borrower's
      insurance program that is currently on risk provides insurance coverage in
      such amounts and against such risks as are customarily maintained by
      companies of similar businesses and size in Korea.

	 	 
	(k) 	
      Certified copies of the real property registry extracts
      with respect to the Company showing that the Company holds valid title to
      the Secured Assets that are subject to the Company Real Estate Security
      Trust Agreement and that no Security (other than Permitted Security)
      exists over any of such Secured Assets.



- 95 -




SCHEDULE 3 

 UTILISATION REQUEST

	From: 	[Borrower] 
	 	 
	To: 	Hana Bank as Agent 
	 	 
	  	 
	Fax: 	[                          
       ] 
	 	 
	Attn: 	[                           
      ] 
	 	 
	Dated: 	 


Dear Sir/Madam

KRW130,500,000,000
Senior Facilities Agreement
dated [ ] 
between, among others, Net1 Applied Technologies Korea as Holdco,
Hana Daetoo Securities 
Co., Ltd., as mandated lead arranger, Hana Bank,
Shinhan Bank and Woori Bank as lead 
arrangers and Hana Bank as agent and
security agent (as amended from time to time, the 
"Facility Agreement")


	1. 	[We wish to borrow a Loan on the following
      terms: 	 
	 	 	 
	  	Borrower: 	[                         
      ] 
	 	 	 
		Proposed Utilisation Date: 	[                         
      ] (or, if that is not a Business Day, the next Business Day) 
	 	 	 
	  	Facility to be utilised: 	[Facility A1]/[Facility A2]/[Facility B] 
	 	 	 
	  	Amount of the Loan: 	[                         
      ](or, if less, the Available Facility) 



	2. 	
      [The proceeds of the [identify relevant Loan] Loan
  should be credited to the following account: [                           ]]

	 	 
	3. 	
      This Utilisation Request is irrevocable.

	 	 
	4. 	
      Terms and expressions defined in or construed for the
      purposes of the Facility Agreement shall have the same meaning
    herein.



Yours faithfully


 

............................................................................
authorised
signatory for 
[insert name of relevant Borrower]


- 96 -




SCHEDULE 4 

FORM OF TRANSFER
CERTIFICATE 

	To: 	Hana Bank as Agent 
	 	 
	Cc: 	Hana Bank as Security Agent

	 	 
	From: 	[name of the Existing
      Lender] (the "Existing Lender") and [name of the New
      Lender] (the "New Lender") 
	 	 
	Dated: 	  


KRW130,500,000,000
Senior Facilities Agreement
dated [ ]

between, among others, Net1 Applied Technologies Korea
[•] as Holdco, Hana Daetoo Securities 
Co., Ltd., as mandated
lead arranger, Hana Bank, Shinhan Bank and Woori Bank as lead

arrangers and Hana Bank as agent and security agent (as amended from
time to time, the 

  "Facility Agreement") 

	1. 	
      We refer to the Facility Agreement. Terms and expressions
      defined in or construed for the purposes of the Facility Agreement shall
      have the same meaning in this Transfer Certificate.

	 	 	 
	2. 	
      We refer to Clause 22.4 (Procedure for transfer)
      of the Facility Agreement:

	 	 	 
		(a) 	
      The Existing Lender and the New Lender agree to the
      Existing Lender transferring to the New Lender all or part of the Existing
      Lender's Commitments in relation to any or all of the Facilities, rights
      and obligations under the Facility Agreement referred to in the Schedule
      in accordance with Clause 22.4 (Procedure for transfer) of the
      Facility Agreement and all of its related rights and obligations under the
      Facility Agreement.

	 	 	 
		(b) 	
      The proposed Transfer Date is
      [                  
      ].

	 	 	 
		(c) 	
      The Facility Office and address, fax number and attention
      details for notices of the New Lender for the purposes of Clause 30.2
      (Addresses) of the Facility Agreement are set out in the
      Schedule.

	 	 	 
		(d) 	
      The Existing Lender hereby transfers to the New Lender
      (and the New Lender accepts such transfer), with effect from the Transfer
      Date, a portion of the rights and obligations held by the Existing Lender
      (in its capacity as Lender) under or in connection with the Finance
      Documents (other than the Facility Agreement) which correspond to the
      rights and obligations under the Facility Agreement transferred pursuant
      hereto.

	 	 	 
	3. 	
      The New Lender expressly acknowledges the limitations on
      the Existing Lender's obligations set out in paragraph (c) of Clause 22.3
      (Limitation of responsibility of Existing Lenders) of the Facility
      Agreement.

	 	 	 
	4. 	
      This Transfer Certificate may be executed in any number
      of counterparts, and this has the same effect as if the signatures on such
      counterparts were on a single copy of this Transfer Certificate.

	 	 	 
	5. 	
      This Transfer Certificate is governed by the laws of
      Korea.



- 97 - 




THE SCHEDULE 

Commitments/rights and obligations to be transferred under
Facility Agreement 

[insert relevant details] 

[Facility Office address, fax number, telephone number
and attention details for notices and account details for payments.]


 

	[Existing Lender] 	[New Lender] 
	 	 
	By: 	By: 


This Transfer Certificate is accepted by the Agent and the
Transfer Date is confirmed as [                     ]. 

 

Acknowledged and consented by 

The Agent (on behalf of itself and all the Finance Parties
(other than the Existing Lender) and as attorney-in-fact for the Borrowers)


[Agent] 

By: 

Date: 

 

[FIXED-DATE STAMP]


- 98 -




SCHEDULE 5 

FORM OF ACCESSION
AGREEMENT 

THIS Agreement dated
[                 
] is supplemental to a KRW130,500,000,000 Senior Facilities Agreement between
[•] as Holdco, Hana Daetoo Securities Co., Ltd., as Mandated Lead Arranger, Hana
Bank, Shinhan Bank and Woori Bank as Lead Arrangers and Hana Bank as Agent and
Security Agent dated
[               
 ] (as amended from time to time, the "Facility Agreement"). 

	1. 	
      Words and expressions defined in or construed for the
      purposes of the Facility Agreement have the same meaning when used in this
      Agreement. This is an Accession Agreement.

	 	 
	2. 	
      KSNET, INC. (the “Company”) agrees to become party
      to and be bound by the Facility Agreement as a Borrower.

	 	 
	3. 	
      The Company is a company duly incorporated under the laws
      of Korea.

	 	 
	4. 	
      The Company's administrative details are as follows:      

	 	 
	 	Address: 
	 	 
	 	Fax No: 
	 	 
	 	Attention:
	 	 
	5. 	
      Holdco certifies that no Default is continuing or could
      reasonably be expected to occur as a result of the Company becoming a
      Borrower.

	 	 
	6. 	
      Each of Holdco and the Company confirms that the Company
      is or will be a Subsidiary of Holdco as at the Closing Date.

	 	 
	7. 	
      This Agreement may be executed in any number of
      counterparts, and this has the same effect as if the signatures and/or
      seals on such counterparts were on a single copy of this
  Agreement.

	 	 
	8. 	
      This Agreement is governed by the laws of
  Korea.



KSNET, INC. 

By:

 

[name of
Holdco] 

By: 

 

Acknowledged and consented by


[Agent] (on behalf of itself and
all the Finance Parties) 

By: 

- 99 - 




SCHEDULE 6 

FORM OF COMPLIANCE
CERTIFICATE 

	To: 	[name of Agent] as Agent 
	 	 
	From: 	[Holdco] 
	 	 
	Dated: 	  
	 	 
	Dear Sir/Madam 	 


KRW130,500,000,000
Senior Facilities Agreement
dated [ ]
between, among others, Net1 Applied Technologies Korea as
Holdco, Hana Daetoo Securities 
Co., Ltd. as mandated lead arranger,
Hana Bank, Shinhan Bank and Woori Bank as lead 
arrangers and Hana
Bank as agent and security agent (as amended from time to time, the


  "Facility Agreement") 

	1. 	
      We refer to the Facility Agreement. This is a Compliance
      Certificate. Terms and expressions defined in or construed for the
      purposes of the Facility Agreement shall have the same meaning
    herein.

	 	 	 
	2. 	
      We confirm that:

	 	 	 
		(a) 	
      the Leverage Ratio for the Relevant Period ended on
      [                   
       ] was
      [                   
      ] to 1;

	 	 	 
		(b) 	
      the Debt Service Coverage Ratio for that Relevant Period
      was
      [                       
      ] to 1;

	 	 	 
		(c) 	
      Excess Cash Flow for that Relevant Period was
      KRW[              
            ]; and

	 	 	 
		(d) 	
      Capital Expenditure incurred by Borrowers for that
      Relevant Period was
      KRW[                   
      ].

	 	 	 
	3. 	
      [We confirm that no Default is
  continuing.]



 

The detailed calculations and evidence to support these
confirmations are as set out in the Appendix to this Compliance Certificate.


Signed:... ... ... ... ... ... ... ... ... ... ... ... ... ...
.... ... 

[title of chief executive officer or
most senior Financial Officer] 

of 

[Holdco] 

[Form of calculations and evidence for Appendix to be
approved by the Agent] 

- 100 - 




SCHEDULE 7 

 EXISTING SECURITY

As of September 11, 2010, the Company has pledged by way of
first priority kun-pledge (kun-jil-kwon) certain of its bank account to
certain pledgees, the details of which are described below, to secure the
performance and discharge of the Company’s obligations (such as to compensate
damage incurred by the pledgees) that may arise in connection with the Company’s
business agreements with such pledgees. 

Details of the Account Kun-Pledges 


	Bank Account Information 	Pledgee 	Expiration Date 
	KB Ordinary Deposit 454115-00-96096 	d&shop 	September 3, 2011 
	KB Ordinary Deposit 071615-00-04262 	BC Card 	June 12, 2010* 
	KB Ordinary Deposit 351915-00-79759 	KB Card 	June 16, 2011 
	IBK Ordinary Deposit 201-031854-00-008 	IBK 	December 22, 2010 
	KB Ordinary Deposit 071615-00-0588 	Lotte Card 	August 19, 2011 
	Shinhan Bank Ordinary Deposit 200-000-394780
    	Lotte Card 	January 15, 2013 
	Total 	  	  


* The pledge established for BC Card has expired, but the
Company expects that it will soon be renewed as the Company’s business with BC
Card continues. 

- 101 -




The Borrower 

NET1 APPLIED TECHNOLOGIES KOREA 

	Address: 	Seongbo Bldg. 2nd Floor, 169-10, Samsung-Dong,
      Gangnam-Gu, Seoul, Korea 
	 	 
	Attention: 	Mr. Herman G. Kotzé, Representative Director
    
	 	 
	Fax No.: 	  
	 	 
	Tel. No.: 	  
	 	 
	  	  
	By: 	/s/ Herman G. Kotzé, Representative Director
    







The Mandated Lead Arranger 

HANA DAETOO SECURITIES CO., LTD.

	Address: 	4th Floor, Hana Securities Tower,
      27-3, Yeoido-Dong, Youngdeungpo-Gu, Seoul 150- 705, Korea 
	 	 
	Attention: 	Mr. Yung Kyoon Jung / Mr. Peter
      Chang Yup Lee 
	 	 
	Fax No.: 	+82-2-3771-3655 
	 	 
	Tel. No.: 	+82-2-3771-3747 / 3631 
	 	 
	 	 
	  	  
	By: 	/s/ Seung Cheol, CHANG,
      Representative Director 






The Lead Arrangers 

HANA BANK 

	Address: 	101-1 Euljiro 1-ga, Joong-gu,
      Seoul 100-191, Korea 
	 	 
	Attention: 	Mr. Su Hwan Kim (RM) / Mr. Kiwon
      Kim (Manager) 
	 	 
	Fax No.: 	+82-2-2002-1441 
	 	 
	Tel. No.: 	+82-2-2002-1348 / 1345 
	 	 
	  	  
	 	 
	By: 	/s/ In Hwa, LEE, Branch Manager
      of Central Corporate Center Branch 






SHINHAN BANK


	Address: 	120, 2Ga Taepyung-Ro, Jung-Gu,
      Seoul 100-102, Korea 
	 	 
	Attention: 	Mr. Sung Ho Park / Mr. Jun Ho Lee
    
	 	 
	Fax No.: 	+82-2-2151-4929 
	 	 
	Tel. No.: 	+82-2-2151-4879 / 4913 
	 	 
	 	 
	  	  
	By: 	/s/ Kap-Su, KIM, Head of
      Investment Banking Department 






WOORI BANK 

	Address: 	203 Hoehyon-dong 1-ga, Chung-gu,
      Seoul 100-792 Korea 
	 	 
	Attention: 	Mr. Tae Hoon Kim (Senior Manager)
      / Ms. Eun-Kyung (Christine) Kim (Assistant Manager) 
	 	 
	Fax No.: 	+82-2-2002-5703 
	 	 
	Tel. No.: 	+82-2-2002-3658 / 5060 
	 	 
	 	 
	  	  
	By: 	/s/ Woo-Seok,CHAE, Head of
      Investment Banking Department 






The Original Lenders 

HANA BANK 

	Address: 	101-1 Euljiro 1-ga, Joong-gu
      Seoul 100-191, Korea 
	 	 
	Attention: 	Mr. Su Hwan Kim (RM) / Mr. Kiwon
      Kim (Manager) 
	 	 
	Fax No.: 	+82-2-2002-1441 
	 	 
	Tel. No.: 	+82-2-2002-1348 / 1345 
	 	 
	 	 
	  	  
	By: 	/s/ In Hwa, LEE, Branch Manager
      of Central Corporate Center Branch 






SHINHAN BANK


	Address: 	120, 2Ga Taepyung-Ro, Jung-Gu,
      Seoul 100-102, Korea 
	 	 
	Attention: 	Mr. Sung Ho Park / Mr. Jun Ho Lee
    
	 	 
	Fax No.: 	+82-2-2151-4929 
	 	 
	Tel. No.: 	+82-2-2151-4879 / 4913 
	 	 
	 	 
	  	  
	By: 	/s/ Kap-Su, KIM, Head of
      Investment Banking Department 






WOORI BANK 

	Address: 	203 Hoehyon-dong 1-ga, Chung-gu,
      Seoul 100-792 Korea 
	 	 
	Attention: 	Mr. Tae Hoon Kim (Senior Manager)
      / Ms. Eun-Kyung (Christine) Kim (Assistant Manager) 
	 	 
	Fax No.: 	+82-2-2002-5703 
	 	 
	Tel. No.: 	+82-2-2002-3658 / 5060 
	 	 
	 	 
	  	  
	By: 	/s/ Woo-Seok,CHAE, Head of
      Investment Banking Department 






The Agent 

HANA BANK 

	Address: 	101-1 Euljiro 1-ga, Joong-gu
      Seoul 100-191, Korea 
	 	 
	Attention: 	Mr. Su Hwan Kim (RM) / Mr. Kiwon
      Kim (Manager) 
	 	 
	Fax No.: 	+82-2-2002-1441 
	 	 
	Tel. No.: 	+82-2-2002-1348 / 1345 
	  	  
	 	 
	 	 
	By: 	/s/ In Hwa, LEE, Branch Manager
      of Central Corporate Center Branch 






The Security Agent 

HANA BANK 

	Address: 	101-1 Euljiro 1-ga, Joong-gu Seoul 100-191,
      Korea 
	 	 
	Attention: 	Mr. Su Hwan Kim (RM) / Mr. Kiwon Kim (Manager)
    
	 	 
	Fax No.: 	+82-2-2002-1441 
	 	 
	Tel. No.: 	+82-2-2002-1348 / 1345 
	 	 
	  	  
	 	 
	By: 	/s/ In Hwa, LEE, Branch Manager of Central
      Corporate Center Branch