Ex. 10.21 - Agency Agreement (3)



AGENCY AGREEMENT

This Agreement is made on
the 28th day of February, 2001 between NewState Third Mortgage SPC
(hereinafter referred to as the “Principal”) and H&CB (hereinafter
referred to as the “Agent”) for the purpose of entrusting certain
business operations of the Principal to the Agent in accordance with Article 23
of the Asset Liquidation Law (the “Law”). 


Article 1:  Definitions 


The following terms when
used in this Agreement shall have the following respective meanings: 


"Escrow Account" shall mean the Principal's account opened with the Agent pursuant to Article 11(1) of this Agreement or its
replacement account. 


"Collateral" shall mean the houses in which NewState Capital Co., Ltd. has established security interests as collateral for the
liquidation assets. 


“Liquidation
Plan” shall mean the asset liquidation plan which the Principal filed with
the Financial Supervision Commission. 


“Liquidation
Asset” shall mean all rights for payment including principal and interest
on loans, late charges, commissions and other ancillary rights held by NewState
Capital Co., Ltd. which will be transferred to the Principal pursuant to asset
transfer agreement. 


"Asset Liquidation
Settlement Date" shall mean January 31, 2001.


“Asset Backed
Securities or ABS” shall mean the priority bonds and the non-priority bonds
to be issued by the Principal according to the Liquidation Plan. 


“ABS Quarter”
shall mean each period of three (3) months counting from the date of the
issuance of ABS. ABS Quarter, other than the initial ABS Quarter, shall commence
on the last day of the immediate previous ABS Quarter. 


"Reserve Account" shall mean the reserved account of the Principal opened with the Agent pursuant to Article 12 (1) of this Agreement
or its replacement account.


"Asset Management Business" shall mean the business entrusted to the Asset Manager in accordance with Article 2 of the Asset
Management Agreement.


"Asset Management Agreement" shall mean the agreement made between the Principal
and NewState Capital Co., Ltd. on February 28, 2001 for the purpose of management, operation and disposition of Liquidation Asset in
connection with the asset liquidation in accordance with the Liquidation Plan.



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"Asset Manager" shall mean NewState
 Capital Co., Ltd.


"Asset Transfer Agreement" shall mean the agreement for transfer of assets made between
 the Principal and NewState Capital Co., Ltd.
on February 28, 2001 in connection with the Asset Liquidation in accordance with
the Asset Liquidation Plan.


“Debtor” shall
mean the principal debtor, guarantor and others who are liable to perform the
obligations on the liquidated assets. 


“Installment Housing
Financing Agreement” shall mean the agreement applicable to the underlying
liquidation assets including the financing agreement made between the transferor
and the debtor on the liquidated asset and the standard financing transaction
regulations of the transferor. 


Article 2:  Entrusted Business


The Principal entrusts to
the Agent all the Principal’s businesses except for those which require the
resolution of the meeting of the members of the Principal, or which are under
the exclusive jurisdiction of the Principal’s director, or which have been
entrusted to the Asset Manager pursuant to the Asset Management Agreement. 


Article 3:  Notice and
Publication 


(1)  When necessary, the Agent shall
 give notices to the members of the Principal in
accordance with the Principal's Articles of Incorporation. 


(2)  The same applies to publications
under this Agreement. 


Article 4:  Roster of Members 


(1)  The Agent shall maintain the roster (the "Roster") of the members of the Principal containing the addresses and numbers of
investment units. 


(2)   The Agent shall be
responsible for receiving requests for transfer of title and entering the same
into the Roster.. 


(3)   The Agent shall be
responsible for receiving from the Principal’s members or their
representatives reports on the name, address, specimen seal and changes thereto
and maintaining the same. 


Article 5:  Meeting of the Members 


(1)  For the meeting of the Principal's members, the Agent shall give notice to the Principal's members or their designees containing
the agenda, date, time and the place of
the meeting. 

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(2)   The Agent shall receive
and organize documentary resolutions of the members and deliver same to the
Principal. 


(3)   The Agent shall prepare
the minutes of the meetings of the members, obtain the signatures of the
chairman and director, maintain same and give copies of same to the members,
when requested. 


Article 6:    Registration In Accordance
 With Asset Liquidation Law 


(1)   The Agent shall be responsible for the registration in the event the Principal is required to do so under the Law.  Provided,
however, that the registration of the Liquidation Plan shall be the responsibility of LG Investment and Securities Co., Ltd. which is
the underwriter of the Principal's ABS. 


(2)    In the event the Principal is required to be examined or to submit documents under the Law, the Agent shall do acts necessary
for the benefit of the Principal. 


(3)   The Agent shall keep
and maintain copies of all agreements, registrations and other proofs and, when
requested, offer same for the inspection of Financial Supervision Commission or
ABS investors. 


Article 7:    Financial Statements, etc. 


The Agent shall have the Asset Manager prepare, submit, keep and maintain all financial statements and records in accordance with the
Asset Management Agreement. 


Article 8:    Business Report, Tax Return, etc.


(1)    On behalf of the Principal, the Agent shall prepare and submit business reports, bi-annual reports and other documents as
required by the securities laws. 


(2)   On behalf of the
Principal, the Agent shall submit necessary documents to the tax offices or
other governmental departments. 


Article 9:    Management and Disposition
 of the Liquidation Asset 


(1)   Upon receipt of notice
of occurrence of causes for redemption in accordance with Article 7(1) of the
Asset Transfer Agreement, the Agent shall promptly notify the credit examination
agency and, within five (5) business days of receipt of such a notice, demand
redemption of Liquidation Asset pursuant to the provisions of the Asset Transfer
Agreement. 


(2)   In the event the Agent
plans to dispose of the remaining ABS after the redemption of the priority ABS
is completed pursuant to Article 13 of the Asset Transfer Agreement, the Agent
shall hire an appraisal firm (including an accounting firm) at the
Principal’s expense for the purpose of determining its market value.
Provided, however, in the event the entire non-priority ABS is owned by NewState
Capital Co., Ltd., hiring an appraisal firm may be waived. 



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(3)   The Agent shall
regularly examine and maintain the computerized data on collection status of
Liquidation Asset when they are received from the Asset Manager in accordance
with Article 7(5) of the Asset Management Agreement. 


(4)   The Agent shall, on
behalf of the Principal, promptly notify the following to the Debtor in the
event it performs substitute asset management business or a substitute asset
manager is appointed in accordance with Article 7(5) of the Asset Management
Agreement as a result of the rescission of the Asset Management Agreement: 


        1.  That the Asset Management Agreement between the Principal and the Asset
Manager has been rescinded and, therefore, the Asset Manager no longer has the authority to receive payments; 


        2.  The Agent or the substitute asset manager will be responsible for the
return and management of the Liquidation Asset in the future replacing the Asset Manager; and 


        3.    The Debtor should make the payments
for principal and interest directly to the Receipt Management Account from now on. 


(5)   In the event the Asset
Management Agreement is rescinded and the Agent takes over the substitute asset
management business or a substitute asset manager is appointed in accordance
with Article 10 of this Agreement, the Agent shall promptly notify LG Investment
and Securities Co., Ltd. and the credit examination agency and take other
measures as required by the Law. 


(6)    When the Agent deems it necessary for management of the Liquidation Asset, it shall have the right to demand NewState Capital
Co., Ltd. to record transfer of mortgage on the Collateral to the Principal. 


(7)   The Agent shall deliver
to the Principal any notices it may receive in connection with the ABS. 


Article 10:    Substitute Asset Management 


(1)    In the event of the occurrence of any causes set forth in Article 14(1) of the Asset Management Agreement, the Agent may  (I)
rescind the Asset Management Agreement and (ii) become the substitute asset manager, or appoint a third party a reserve substitute
asset manager. 


(2)   In the event the Agent
rescinds the Asset Management Agreement for the benefit of the Principal, the
Agent shall directly perform the substitute asset management business or appoint
a substitute asset manager within 60 days of the rescission of the Asset
Management Agreement. The Agent is obligated to do the asset management until a
substitute asset manager is appointed. 



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(3)   Even when the Agent
appoints itself or a third party a reserve substitute asset manager, it may
still rescind the Asset Management Agreement if the causes set forth in Article
14 (1) are not cured. In such an event, the reserve substitute asset manager
shall become the substitute asset manager. 


(4)   In the event the Agent
becomes the reserve substitute asset manager or the substitute asset manager
pursuant to Article 10 (1) or (3) above, the Agent still shall have the right to
appoint a third party as the reserve substitute asset manager or the substitute
asset manager within the limits of continuity of the asset management business.
In the event the third party becomes incapable of performing the business as the
reserve substitute asset manager or the substitute asset manager, the Agent
shall succeed the position of the reserve substitute asset manager or the
substitute asset manager. 


(5)   The Agent shall staff
sufficient number of personnel and secure an appropriate office space for the
asset management business (including substitute asset management business) as
set forth in Article 10(1) through (4) above. 


(6)    In the event the Agent performs the business pursuant to
 Article 10(1) and (2) above or a new reserve substitute asset manager
or a substitute asset manager is appointed, the costs for necessary computerization
or other preparatory work shall be borne by the Principal. 


(7)   The service fee for the
substitute asset management shall be 0.25% of the outstanding balance of the ABS
as of the first day of each ABS Quarter. Provided, however, in the event the
outstanding balance of the priority ABS is less than a half of the total
outstanding balance of the priority ABS, the service fee shall be 0.375%, which
may be modified by consultation between the Principal and the Agent or a third
party substitute asset manager. 


Article 11:  Escrow Account 


(1)   The Principal agrees to
open an escrow account with the Agent for the purpose of managing payments for
ABS and monies collected by Asset Manager. 


(2)   On the last day of each
ABS Quarter, the Agent shall make the following payments out of the escrow
account on behalf of the Principal. However, payments for fees for issuance of
ABS (including legal fees, accounting fees, credit examination fees and
underwriting fees) shall be made the next day following the issuance of ABS. In
the event the following become due during the next ABS Quarter (except the last
day of ABS Quarter), the payments shall be made out of the escrow account when
they are due: 


        1.    Corporate tax and other taxes
 of the Principal in accordance with Article 22 of the Law. 



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        2.  Service fee to
 the Asset Manager and other expenses 


        3.  Service fee to the
 Agent and other expenses 


        4.  The following
 ancillary expenses: 


             a.  
       Fees to the credit examination agency 

             b.  
       Fees and expenses to the accounting auditor 

             c.  
       Legal fees and expenses not to exceed 20,000,000 Won per year 


        5.  Interest
 on the priority ABS 


        6.  Principal of
 the priority ABS 


        7.  Other payments
 on the priority ABS including default interest and
late charge 


        8.  Interest on loans
 made pursuant to Article 14 of this Agreement 


        9.  Principal of loans
 made pursuant to Article 14 of this Agreement 


        10.  Other ancillary expenses of the Principal 


        11.  
Principal and interest on the non-priority ABS 


        12.  
All other payments to the non-priority ABS including default interest
and late charge 


(3)   Other than the above,
the Agent shall not withdraw funds from the escrow account unless authorized by
the Principal. 


(4)  The Principal shall not transfer
 or pledge the escrow account. 


Article 13:  Reserve Account 


(1)   The Principal agrees to open a reserve account with the Agent
 and to deposit the sum of Three Hundred Million Won pursuant to
Article 9 of the Asset Transfer Agreement. 


(2)   In the event the
balance of the Escrow Account as of the next business day of the issuance of ABS
and as of the end of each ABS Quarter is not sufficient to pay the expenses for
issuance of ABS as set forth in Article 11 (2) and the principal and interest of
the priority ABS, the Agent shall apply the money deposited in the reserve
account to such payments. 


(3)   Upon the entire
priority ABS is paid off, the Agent shall pay over the balance of the reserve
account to NewState Capital Co., Ltd. when requested by it. 



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Article 13:    Investment of Surplus Funds 


(1)  In the event the balance of the escrow account exceeds 105% ("Minimum Deposit
Amount”) of the total
expenses set forth in Article 11 (2) 1 through 5, 7, 8, 10 and 11, which are due
at the end of each ABS Quarter, the Agent may invest the funds in the following
manner: 


        1.    Deposits with
 financial institutions with credit rate of AAA or over (including purchase of transferable CD) 


        2.  
Government or municipal bond with credit rate of AAA or over 


        3.    Bond with credit rate of
 AAA or over issued by government invested
organizations in accordance with Government Invested Organizations Management Law 


        4.    Corporate bond with
 credit rate of AAA or over or CP with credit rate of A1 or over 


(2)   Notwithstanding Article
13(1) above, in the event the principal and interest on the priority ABS have
been fully paid off, the Agent may invest the surplus funds in products issued
by financial institutions with credit rate of at least the highest credit rate
of non-priority ABS. 


(3)   In the event the total
surplus funds exceed One Billion Won as of 20 days prior to the close of an ABS
Quarter, the Agent may prepay the principal of the priority ABS at the end of
the ABS Quarter in units of One Billion Won or the amount of the principal if it
is less than One Billion Won. In such an event, the Agent shall forthwith notify
the Securities Depository Commission of the amount of principal and interest so
prepaid and publish same in Naewoe Economy Newspaper. 


(4)   The prepayment as set
forth in Article 13 (3) above shall be made in a fair manner among the ABS
holders. The Agent shall be considered to have acted fairly if it has made the
prepayment in compliance with the requirements in Article 12 (3). 


(5)   After the prepayment of
the priority ABS, the Agent may prepay the non-priority ABS pursuant to its
terms and conditions. In such an event, the Agent shall have the right to demand
the Asset Manager to dispose of the all the remaining Liquidation Asset in
accordance with Article 13 of the Asset Transfer Agreement. 


(6)   The investments
enumerated in Article 13 (1) above (“Qualified Investments”) shall
mature prior to the priority ABS and the Agent shall determine the maturity of
the Qualified Investments so that the funds necessary for payments set forth in
Article 11 (2) may be secured on the previous business day of the payment date. 



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(7)   In the event the credit
rate of the products enumerated in Article 13 (1) above is downgraded, the
Agent, after consultation with the Asset Manager, shall dispose of the product
within 15 days and invest the funds in other Qualified Investments. 


(8)  The Agent shall not
 invest in the same product in excess of the following ratio: 


        1.  
  (1) 1 and 2:  100% of the total of surplus funds and investment amount
(purchase price of the Qualified Investments) 


        2.  
(1) 3:  80% of the above 


       3.  
(1) 4:  30% of the above 


(9)  Notwithstanding Article 13 (8) above, the Agent may
 not invest more than 20% of the total of surplus funds and investment amount
in (1) 4 Qualified Investments issued by one person or its subsidiaries (as defined in the Regulation of Monopoly and Fair
Transaction Law). 


(10)   The Agent shall
dispose of the Qualified Investments if the funds necessary to pay as set forth
in Article 11 (2) are not secured on or prior to the previous business day of
the payment date. 


(11)   The Agent shall
immediately deposit the principal or interest on the Qualified Investments into
the Receipt Management Account. 


(12)   The investments herein
shall be made by the Agent on behalf of the Principal and under the name of the
Principal. The Agent shall maintain books and records relevant to the
investments and provide the Principal and the Asset Manager with information on
the investment of surplus funds and Qualified Investments each month. 


Article 14:    Borrowing Funds 


In the event the Receipt
Management Account is not sufficient to make the payments for Article 11 (2) 1
through 11, The Principal, in consultation with the Agent, may borrow funds from
the Agent or other institutions. 


Article 15:    Reports 


(1)   Within ten (10)
business days after the close of the first ABS Quarter and each succeeding ABS
Quarter, the Agent shall submit to the Principal and the Asset Manager reports,
in the agreed upon forms, on the investment of surplus funds, the funding plan
for the next ABS Quarter, other businesses entrusted to the Agent and other data
and information reasonably requested by the Principal and Asset Manager. 


(2)   The Agent shall submit
data reasonably requested by the credit examination agency in a timely manner. 



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Article 16:    Liquidation 


The Agent shall fully
cooperate with the Principal in Principal’s liquidation including
distribution of remaining property. 


Article 17:    Agent's
Representations and Warranties 


The Agent represents and warrants that: 


        1.
The Agent is duly organized and existing under the laws of the Republic of Korea
and has all the power and authority to perform this Agreement in accordance with
its provisions and for the benefit of the Principal. 


        2.
The Agent has completed all the internal procedures and obtained all the
governmental approvals and permits necessary for entering into and performing
all the obligations under this Agreement. 


Article 18:    Fiduciary Duty of the Agent 


(1)   The Agent shall
exercise a fiduciary duty in performing all the businesses entrusted under this
Agreement. 


(2)    The Agent shall exercise the power and authority
 entrusted by the Asset Transfer Agreement and the Asset Management Agreement
with the fiduciary duty. 


Article 19:    Damages 


(1)   The Agent covenants and
agrees to perform all the terms of this Agreement in good faith and care and to
compensate all the damages that the Principal may incur as a result of the
Agent’s failure to do so. 


(2)   The aforesaid
compensation of damages shall not limit the Principal’s rights under
Article 21 hereof. 


Article 20:    Resignation of the Agent 


The Agent may not resign without the Principal's consent. 


Article 21:    Rescission of Agreement 


(1)   The Principal may rescind this Agreement in the event: 


        1.  The Agent fails to perform its obligations under this Agreement and fails to
cure within 30 days after receipt of notice from the Principal or the Asset Manager; 



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        2.  Agent is subjected to dissolution, reorganization, composition or bankruptcy
proceedings; a court order or judgment for dissolution against the Agent is
entered; or the Agent is subjected to suspension of business or other similar
administrative decisions: 


        3.  
 Any of the Agent's representations and warranties contained in Article 17 hereof is found to be false; or 


        4.  The Principal, in its reasonable judgment, decides that the purpose of this Agreement cannot be fulfilled due to
pertinent laws, rules and regulations. 


(2)   In the event of
rescission of this Agreement, the Agent shall turn over the entrusted businesses
to a third party in compliance with the Principal’s instructions through
which time the Agent shall continue to perform all its obligations in good faith
and care. 


Article 22:    Expenses and Fees 


(1)   Notwithstanding the
limitations contained in Article 11 (2), the Agent may from time to time
withdraw reasonable amount of all the expenses (except the Agent’s ordinary
business expenses) from the Receipt Management Account and make necessary
payments. 


(2)   The Principal agrees to
pay the Agent as compensation the amount equal to the outstanding balance of ABS
as of the first day of each ABS Quarter multiplied by 0.05%. However, in the
event the outstanding balance of the priority ABS as of the first day of the ABS
Quarter is less that a half of the total outstanding balance of the initial
priority ABS, the compensation herein shall be the amount equal to the
outstanding balance of ABS multiplied by 0.0625%. 


(3)    I the event the Agent resigns or is dismissed, the compensation shall be adjusted as of the date the resignation or dismissal
takes effect. 


Article 23:    Conditions Precedent 


This Agreement is contingent upon the following: 


         1.    The Liquidation
 Plan including the Asset Transfer Agreement and this Agreement shall be registered with the Financial
Supervision Commission; 


        2.  NewState Capital Co., Ltd. shall register with the Financial Supervision Commission the transfer of the Liquidation
Asset made in accordance with the Liquidation Plan; 


        3.  Agent shall submit proof of power and authority to make and perform this
Agreement including certified copies of resolution of the board of directors,
articles of incorporation, corporate register, specimen signature of the
representative director and other documents reasonably requested by the
Principal; 



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         4.    All the necessary governmental approvals or permits shall be obtained and other necessary procedures shall be completed;
and 


        5.  The Agent shall submit to the Principal all other documents reasonably requested by the Principal.


Article 24:    Duration 


Unless otherwise provided,
this Agreement shall be valid until the principal and interest on the ABS are
fully paid off. 


Article 25:    Successors and Assigns 


This Agreement shall apply
to the successors, assigns, heirs and representatives of the parties. 


Article 26:  Notice 


The notice under this
Agreement shall be sent to the following addresses by postage pre-paid,
registered mail or facsimile. Provided, however, that notice by facsimile shall
be effective only when the receipt thereof is acknowledged by the recipient. 


Notice to the Agent:



H&CB

36-3 Yoido-Dong Youngdeungpo-Gu

Seoul

Attn:    ABS Team

Fax:   02-769-8997



Notice to the Principal:



NewState Third Mortgage SPC

36-3 Yoido-Dong Youngdeungpo-Gu

Seoul

Attn:  H&CB ABS Team

Fax:    02-769-8997


Article 27:    Jurisdiction 


This Agreement shall be construed in accordance with the laws of the Republic of Korea and all the legal proceedings shall be subject
to the jurisdiction of Seoul District Court. 



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Principal:    NewState Third Mortgage SPC

                 36-3 Yoido-Dong Youngdeungpo-Gu

                 Seoul

                 By:  Kyung Won Yoon, Director (Seal)



Agent:   H&CB

                 36-3 Yoido-Dong Youngdeungpo-Gu

                 Seoul

                 By:   Jung Tae Kim, Representative Director (Seal)



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