Unassociated Document


    AMENDED
      CB
      SUBSCRIPTION AGREEMENT

     

    THIS
      AMENDED CB
      SUBSCRIPTION AGREEMENT
      (this
      “Agreement”)
      is
      made and entered into as of this 18th day of
      November,
      2008 by
      and between:

    


    WOORI
      PRIVATE EQUITY FUND,
      a
      company duly incorporated and validly  existing
      under the laws of the Republic of Korea having its principal office at 20Fl.,
       Youngpoong
      Bldg., 33 Seorin-dong, Chongno-gu, Seoul, Korea (“Woori”);
      and

    


    CINTEL
      CORP.,
      a
      corporation duly incorporated and validly existing under the  laws
      of
      the State of Nevada having its principal office at 9900 Corporate Campus
 Drive
      Suite 3000 Louisville, KY 40223, U.S.A. (“Cintel”).

    


    Woori
      and
      Cintel are collectively referred to as the “Parties,”
and
      individually as a “Party.”

    


    


    RECITALS

    


    WHEREAS,
      the
      Parties have entered into the Convertible Bonds Subscription Agreement (the
      “Convertible
      Bonds Subscription Agreement”)
      on
      March 15, 2007.

    


    NOW
      THEREFORE,
      the
      Parties hereby desire to amend the Convertible Bonds Subscription
      Agreement.

    


    


    ARTICLE
      1. Definition and Application

    


    The
      defined contents of the Convertible Bonds Subscription Agreement shall have
      the
      same meanings as the Agreement, unless defined otherwise in this
      Agreement.

    


    


    ARTICLE
      2. Clause 6.2 d. of the Convertible Bonds Subscription
      Agreement

    


    Section
      6.2.d of the Convertible Bonds Subscription Agreement is amended to by deleting
      the text thereof and inserting the following in its place: 

    


    Put/Redemption
      Option: The
      Subscriber shall have put/redemption option as follows:

    


    
      	2.1	
              In
                case Cintel does not go through the initial public offering process
                by
                October 31, 2009 for any reason not solely attributable to the Subscriber,
                the Subscriber shall be entitled to exercise its put option to redeem
                the
                partial amount of the principal amount of the Bonds to the extent
                of KRW
                20 billion and shall be entitled to receive the following amount
                from
                Cintel:

            


    

    
      	
            	(a)	
              The
                partial amount of the principal amount of the Bonds that is being
                redeemed; and

            


    

    
      	
            	(b)	
              The
                payment of interest on the KRW 20 billion calculated at the compounded
                rate of fourteen percent (14%) per annum from the date of the issuance
                of
                the Bonds (including the day) until the date of redemption (not including
                the day).

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	2.2	
              In
                case Cintel does not go through the initial public offering process
                by
                October 31, 2010
                for any reason not solely attributable to the Subscriber, the Subscriber
                shall be entitled to exercise its put option to redeem the outstanding
                principal balance of the Bonds at the face value thereof and shall
                be
                entitled to receive the following amount (together with the amount
                to be
                paid by Cintel pursuant to Section 2.1 above, the “Put
                Amount,”
                which has not been paid as required in Section 2.1) from
                Cintel:

            


    

    
      	
            	(a)	
              The
                outstanding principal balance of the Bonds;
                and

            


    

    
      	
            	(b)	
              The
                payment of interest on the outstanding principal balance of the Bonds
                calculated at the compounded rate of fourteen percent (14%) per annum
                from
                the date of the issuance of the Bonds (including the day) until the
                date
                of redemption (not including the
                day).

            


    

    


    
      	2.3	
              In
                case the Company goes through the initial public offering process
                prior to
                the end of October of 2010, the Subscriber shall be entitled, on
                or after
                the fourth anniversary of the issuance of the Bonds hereunder, to
                exercise
                its put option to redeem the outstanding principal balance of the
                Bonds at
                the face value thereof, in which case the Subscriber shall also be
                entitled to receive from the Company the payment of interest on the
                outstanding principal amount of the Bonds calculated at the compounded
                rate of eight percent (8%) per
                annum.

            


    

    


    
      	2.4	
              The
                Subscriber shall notify Cintel of its exercise of the put option
                in
                writing. In case Cintel does not redeem the payment of the Put Amount
                as
                provided in 2.1, 2.2 or 2.3 above (as applicable) no later than the
                date
                (the “Put
                Payment Date”)
                falling fifteen (15) days from the notice by the Subscriber thereof,
                the
                Subscriber shall be entitled to receive the default interest on the
                Put
                Amount calculated at the compounded rate of nineteen percent (19%)
                per
                annum from the Put Payment Date (including the day) until the date
                of
                actual receipt of the Put Amount (not including the day). Provided,
                however, notwithstanding the provision herein, in case sixty (60)
                days has
                passed from the date of the occurrence of an Event of Default occurred
                due
                to the failure by Cintel to redeem the Put Amount no later than the
                Put
                Payment Date, the Subscriber shall be entitled to receive the default
                interest on the outstanding principal balance of the Bonds calculated
                at
                the compounded rate of nineteen percent (19%) per annum from the
                date of
                the issuance of the Bonds (including the day) until the date of actual
                receipt of the outstanding principal balance of the Bonds and the
                default
                interests calculated as provided herein (not including the
                day).

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ARTICLE
      3. Notice

    


    Any
      notices in connection with the Convertible Bonds Subscription Agreement and
      this
      Agreement shall be in writing and shall be served (i) by hand (ii) by prepaid
      post or (iii) by facsimile transmission or electronic mail to the following
      addresses and numbers:

    


    If
      to
      Woori,

    
      	     	Address:	
              20Fl,
                Youngpoong Bldg.

              
                33
                  Seorin-dong, Chongno-gu

                Seoul,
                  Korea

              

            


      	 	Attention: 	Eun-Ok
              Choi
              
                Phone:
                  (82-2) 399-7125

                Fax:
                  (82-2) 399-7118

              

            


    

     

    If
      to
      Cintel,

    
      
        	     	Address:	
                
                  9900
                    Corporate Campus Drive, Suite 3000 

                  Louisville,
                    KY 40223, U.S.A.

                

              


        	 	Attention:	Kwang-Hee
                Lee
                Phone:
                  (82-2) 701-3395

                Fax: (82-2)
                  701-3397

              


      

       

    

    Any
      such
      notice shall be deemed to be served and effective at the time of delivery (if
      delivered by hand), after the fifth business day immediately after the date
      of
      posting (if served by prepaid post) or upon the receipt of confirmation
      facsimile or electronic mail (if served by facsimile or electronic mail). The
      Article of Notice of the Convertible Bonds Subscription Agreement changes under
      this Article.

    


    ARTICLE
      4.
      Confidentiality

    


    With
      regard to the execution, contents and implementation of this Agreement, the
      Parties: (i) may not disclose the information obtained from the other Party
      to a
      third party without the prior written consent of the other Party; (ii) may
      not
      use the information for irrelevant purposes.

     

    ARTICLE
      5. Others

    


    The
      contents of the Convertible Bonds Subscription Agreement will continuously
      be
      applied between the Parties for the matters changed otherwise in this
      Agreement.

    

 

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    IN
      WITNESS WHEREOF,
      the
      parties hereto have caused this Agreement to be duly executed as of the day
      and
      year first above written.

     

    
      	WOORI PRIVATE EQUITY
              FUND	 	 	CINTEL CORP.
	 	 	 	 
	 	 	 	 
	/s/
              Kwang Hee Lee 	 	 	/s/
              In Young Lee
	
              

              Name:Kwang
                Hee Lee

              Title:
                CEO

            	 	 	
              

              Name:
                In Young Lee

              Title:
                CEO