EXHIBIT 10.39
Execution Copy
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SHARE PLEDGE AGREEMENT
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ASIA NETCOM CORPORATION (SINGAPORE) PTE LTD
- Pledgor -
INDUSTRIAL AND COMMERCIAL BANK OF CHINA (ASIA) LIMITED
- Security Agent -
THE FINANCIAL INSTITUTIONS
LISTED IN SCHEDULE I HERETO
- Pledgees -
▇▇▇ & KO
TABLE OF CONTENTS
SECTION PAGE NO.
SECTION 1. INTERPRETATION........................................................ 2
SECTION 2. PLEDGE................................................................ 3
SECTION 3. PLEDGOR'S REPRESENTATIONS AND WARRANTIES.............................. 3
SECTION 4. PLEDGOR'S OBLIGATION.................................................. 4
SECTION 5. DIVIDENDS AND VOTING RIGHTS........................................... 5
SECTION 6. ENFORCEMENT BY SECURITY AGENT AND PLEDGEES............................ 6
SECTION 7. ATTORNEY-IN-FACT...................................................... 7
SECTION 8. ASSIGNMENT............................................................ 8
SECTION 9. FURTHER ASSURANCE..................................................... 8
SECTION 10. TERMINATION AND RELEASE OF SECURITY................................... 8
SECTION 11. SECURITY AGENT........................................................ 8
SECTION 12. GOVERNING LAW AND DISPUTE RESOLUTION; APPOINTMENT OF PROCESS AGENT.... 9
SECTION 13. MISCELLANEOUS......................................................... 9
SCHEDULES
Schedule I Name of Pledgees
Schedule II List of Pledged Shares
THIS SHARE PLEDGE AGREEMENT is entered into as of this day____ of July, 2004,
by and among:
ASIA NETCOM CORPORATION (SINGAPORE) PTE LTD, a company duly incorporated
and existing under the laws of Singapore, with its registered office at
▇▇▇-▇, ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, #▇▇-▇▇ ▇▇▇▇▇▇'▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
(the "PLEDGOR", which expression shall include its successors, transferees
and assigns);
THE FINANCIAL INSTITUTIONS LISTED IN SCHEDULE I HERETO, as pledgees
(individually, a "PLEDGEE" and collectively, the "PLEDGEES" which term
shall include their respective successors, transferees and assigns); and
INDUSTRIAL AND COMMERCIAL BANK OF CHINA (ASIA) LIMITED, (the "SECURITY
AGENT", which expression shall include its successors, transferees and
assigns) acting as security agent for the benefit of the Pledgees.
RECITALS
WHEREAS:
A. By a facility agreement signed on 2nd December, 2003 (but held undated in
escrow), as released from escrow and amended and restated by the
Supplemental and Amendment Deed (the "FACILITY AGREEMENT") entered into by
(1) Asia Netcom Corporation Limited, as borrower (the "BORROWER"); (2) the
Pledgees; (3) Industrial Commercial Bank of China (Asia) Limited as
arranger; and (4) the Security Agent as facility agent, the Pledgees have
agreed, upon and subject to the terms of the Facility Agreement, to make
available to the Borrower a term loan facility of up to US$150,000,000
(the "FACILITY") for the purposes more particularly specified therein.
B. The Pledgor is the legal and beneficial owner of one hundred percent
(100%) of the outstanding shares of Asia Netcom Korea Limited. (the
"ISSUER") as of the date hereof (the "SHARES").
C. It is a condition precedent to the availability of the Facility that the
Pledgor shall have executed and delivered this Share Pledge Agreement to
the Security Agent.
D. The Pledgees desire to appoint the Security Agent as their agent, as
herein specified, and by virtue of this Share Pledge Agreement authorize
the Security Agent to take action on their behalf, and to exercise such
powers as are specifically delegated herein to the Security Agent, in
accordance with this Share Pledge Agreement.
Shares Pledge Agreement
Page 1
NOW THEREFORE, it is agreed as follows:
SECTION 1. INTERPRETATION
Words and expressions defined in the Facility Agreement shall, unless otherwise
defined herein or the context otherwise requires, have the same meaning when
used in this Share Pledge Agreement. References to any agreement or document
shall be construed as references to such agreement or document as varied,
amended, novated or supplemented from time to time. In addition thereto, as used
in this Share Pledge Agreement:
1.1 "PLEDGED SHARES" means each of the Shares listed in Schedule II (as
amended from time to time pursuant hereto) and subject to the pledge
created herein under Section 2 and shall include (i) any share or other
securities, rights, moneys or assets of the Issuer that the Pledgor comes
to own after the date of this Share Pledge Agreement by virtue of share
split, bonus stock, subscription, acquisition, conversion, redemption,
exchange, preference, option or otherwise as provided for in Section 4.4,
including the relevant pre-emptive rights and subscription rights
appertaining thereto and (ii) all dividends, interests or other income at
any time deriving from the Shares.
1.2 "SECURED OBLIGATIONS" means any and all moneys, liabilities and
obligations (whether actual or contingent, whether now existing or
hereafter arising, whether or not for the payment of money, and including,
without limitation, any obligation or liability to pay damages) which are
or may become payable or liable to be performed by the Borrower or any
other member of the Borrower Group or the Pledgor or any other Security
Party which is a member of the CNC HK Group to the Finance Parties or any
of them under or pursuant to the Finance Documents and/or all other
obligations hereby secured.
1.3 "SHARES" has the meaning given to it in Recital B.
1.4 "TERMINATION DATE" means the date on which all Secured Obligations have
been unconditionally and irrevocably paid and discharged in full to the
satisfaction of the Security Agent; provided, however, that this Share
Pledge Agreement shall continue to be effective or be reinstated, as the
case may be, if at any time any amount received by the Security Agent or
any other Pledgee in respect of the Secured Obligations is rescinded,
reduced or must otherwise be restored, refunded or returned by the
Security Agent or any other Pledgee upon the insolvency, bankruptcy,
dissolution, liquidation or reorganization of the Pledgor, the Issuer or
the Borrower or upon the appointment of an intervenor, administrator or
conservator of, or agent or similar official for, the Pledgor, the Issuer
or the Borrower or any part of their respective assets, or otherwise, all
as though such payment had not been made.
Shares Pledge Agreement
Page 2
SECTION 2. PLEDGE
2.1 The Pledgor as legal and beneficial owner of the Shares hereby pledges by
way of first priority pledge ("kun-jilkwon") all of its rights, title,
interests and benefits in the Pledged Shares to the Pledgees, and the
Pledgees hereby accept such pledge of the Pledged Shares as collateral
security for the Borrower's due and punctual payment, performance and
discharge in full of the Secured Obligations.
2.2 The maximum pledge amount to be secured by the pledge created hereunder
over the Pledged Shares shall be US$ 195,000,000.
SECTION 3. PLEDGOR'S REPRESENTATIONS AND WARRANTIES
The Pledgor hereby represents and warrants to the Security Agent and the
Pledgees that as of the date hereof:
(a) the Shares constitute, on the date hereof, all of the issued and
outstanding shares of capital stock of the Issuer; and all of the
Shares were duly authorized and issued and are fully paid-in;
(b) it has full rights, title, interests and benefits in the Shares free
and clear of all Security Interest (save for the pledge created
hereunder);
(c) the making of the pledge hereunder does not and will not violate its
Articles of Incorporation or any law, regulation, directive,
agreement, contract or other obligations of the Pledgor;
(d) the making of the pledge hereunder does not and will not violate any
law, decree or regulation of Korea;
(e) obligations of the Pledgor under this Share Pledge Agreement rank at
least pari passu with all present and future unsecured and
unsubordinated obligations of the Pledgor;
(f) the Pledgor is a company duly incorporated, validly existing and in
good standing under the laws of Singapore and has full power,
authority and legal right to own its property and assets and to
carry on its business as such business is now being conducted;
(g) the entry into and performance of this Share Pledge Agreement and
the transactions contemplated by this Share Pledge Agreement do not
and will not conflict with or result in a breach of (i) any law,
judgment or regulation or any official or judicial
Shares Pledge Agreement
Page 3
order, or (ii) the constitutional documents of the Pledgor, or (iii)
any agreement or document to which the Pledgor is a party or which
is binding upon it or any of its assets or revenues with a monetary
value greater than US$500,000, nor cause any limitation placed on it
or the powers of its directors to be exceeded or result in the
creation or imposition of any Security Interest on any of its assets
or revenues pursuant to the provisions of any such agreement or
document;
(h) no consent of, giving of notice to, or registration with, or taking
of any other action in respect of, any governmental authority or
agency in any relevant jurisdiction (including Singapore) or of any
creditors of the Pledgor is required for or in connection with the
execution, performance, validity, enforceability and admissibility
in evidence in the proceedings of this Share Pledge Agreement, or
the carrying out by the Pledgor of its obligations under this Share
Pledge Agreement, provided that, if this Share Pledge Agreement is
to be submitted to a Korean court, a Korean language translation of
the Share Pledge Agreement should accompany this Share Pledge
Agreement;
(i) the Pledgor is the sole legal and beneficial owner of the Pledged
Shares;
(j) the Pledgor has not granted in favor of any other person any
interest in or any option or other rights in respect of the Pledged
Shares;
(k) it has the full power and authority to enter into this Share Pledge
Agreement and to assume and perform the obligations hereunder and
has taken all steps necessary to authorize its execution and
performance of its obligations under this Share Pledge Agreement;
and
(l) this Share Pledge Agreement constitutes the legal, valid and binding
obligations of the Pledgor enforceable in accordance with its terms,
except as enforcement may be limited by (i) applicable bankruptcy,
insolvency or similar laws affecting enforcement of creditors'
rights generally and (ii) general principles of good morals and the
general principle of good faith under applicable laws.
SECTION 4. PLEDGOR'S OBLIGATION
4.1 The Pledgor hereby agrees and undertakes to the Security Agent and the
Pledgees that until the final payment in full of all of the Secured
Obligations, the Pledgor shall not create or permit the creation of any
Security Interest or lien on the Pledged Shares or on a part thereof save
for the pledge created hereunder, and shall use its best reasonable
efforts to ensure that, subject to Section 4.4, the Issuer issues no
shares except the Shares without the prior written consent of the Security
Agent.
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4.2 The Pledgor covenants and agrees that it will ensure that the Issuer shall
(a) cause all certificates representing the Pledged Shares to be delivered
to Security Agent on behalf of the Pledgees with proper endorsement on the
back of the said share certificates; and (b) record the Pledgees and the
Security Agent in the shareholders registry of the Issuer as the pledgees
of the Pledged Shares.
4.3 The Pledgor shall do any and all such acts as may be necessary or
appropriate (including maintaining the shareholders registry by the
Issuer) in such manner as to indicate that all of the Pledged Shares have
been pledged to the Pledgees and the Security Agent and not to remove such
indication, except with the prior consent of the Security Agent on behalf
of the Pledgees.
4.4 It is hereby agreed and acknowledged that during the term of this Share
Pledge Agreement and until the full repayment by the Borrower of the
Secured Obligations, any shares which may be subscribed for, acquired by
and/or attributed by any means whatsoever (including capital increase) to
the Pledgor in the share capital of the Issuer shall also be automatically
subject to the pledge created hereunder without further agreement among
the parties hereto, and the Pledgor shall promptly (i) pledge such
additional shares by way of any necessary instrument acceptable to the
Security Agent and deliver to the Security Agent Schedule II (List of
Pledged Shares) as updated such that it shall include such additional
shares, (ii) cause the Issuer to issue new share certificates representing
the capital increase and deliver such new share certificates to the
Security Agent on behalf of the Pledgees and register the pledge on the
shareholders registry or other official register, and (iii) do or cause
the Issuer to do all such acts as may be reasonably necessary or
appropriate to indicate that such additional shares have been pledged to
the Pledgees and Security Agent. Upon registration of the pledge on the
additional shares, such Pledgor shall submit to the Security Agent a copy
of an amended shareholders registry certified by the Issuer showing the
establishment of a pledge on such additional shares.
4.5 The Pledgor shall not divest or otherwise dispose of its shareholding in
the Issuer throughout the term of this Share Pledge Agreement without
prior written consent of the Security Agent.
4.6 The Pledgor shall remain liable to perform all of the obligations
performed by it in respect of the Pledged Shares. The Pledgor holds the
Pledgees and the Security Agent harmless and indemnifies the Pledgees and
the Security Agent from any loss and damage from its failure to do so.
SECTION 5. DIVIDENDS AND VOTING RIGHTS
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Page 5
5.1 Subject to Section 5.2, the Security Agent shall have complete discretion
to retain the dividends, interest and other moneys received by the
Security Agent in respect of the Pledged Shares. After the occurrence of
an Event of Default, the Security Agent may at its discretion (in the name
of the Pledgor or otherwise) exercise or cause to be exercised in respect
of any Pledged Shares any voting rights and any rights to receive
dividends, interest, principal or other payments of money, as the case may
be, forming a part of the Pledged Shares and any rights and powers
conferred on or exercisable by the bearer or holder thereof in its
capacity as such.
5.2 The Pledgees and the Security Agent agree with the Pledgor that unless and
until an Event of Default has occurred and is continuing, the Security
Agent or its nominee, as the case may be, will hold all dividends,
interest and other moneys received by it in respect of the Pledged Shares
for the account of the Pledgor and will promptly pay such dividends,
interest and other moneys to the Pledgor.
5.3 Notwithstanding anything to the contrary stated herein, the Pledgor hereby
covenants and agrees that no vote shall be cast, or waiver or ratification
given or taken by the Pledgor without the prior written consent of the
Security Agent with respect to:
(a) merger or consolidation of the Issuer with any other company;
(b) sale of all or substantially all the assets, properties or revenues
of the Issuer;
(c) any amendment to or modification of the Articles of Incorporation of
the Issuer; or
(d) commencement of any voluntary dissolution, reorganization,
winding-up or other relief or proceeding with respect to the Issuer
under the bankruptcy, insolvency or similar laws.
5.4 The Pledgor shall not cause the Issuer to reduce any of the Issuer's
registered capital without the prior written consent of the Security
Agent.
SECTION 6. ENFORCEMENT BY SECURITY AGENT AND PLEDGEES
6.1 Upon the occurrence of an Event of Default which is continuing, the
Pledgees and the Security Agent shall become forthwith entitled, as and
when they may see fit, to put into force and to exercise all or any of the
rights and power possessed by them as pledgees of the Pledged Shares in or
towards satisfaction of the Secured Obligations, including without
limitation, the right and power to:
(a) exercise, to the maximum extent permitted by law, all voting,
consensual and
Shares Pledge Agreement
Page 6
other powers of ownership pertaining to the Pledged Shares as if the
Security Agent and the Pledgees were the sole and absolute owners
thereof (and the Pledgor agrees that at such time and upon the
Security Agent's request it will take all such actions as may be
appropriate to give effect to such right);
(b) demand, ▇▇▇ for, collect or receive, in the name of the Security
Agent or in the name of the Pledgor, any money or property at any
time payable or receivable on account of or in exchange for any of
the Pledged Shares, but shall be under no obligation to do so; and
(c) assign, sell or otherwise dispose of the Pledged Shares to such
person, at a public or a private sale, and upon such terms as the
Security Agent may determine in its absolute discretion and the
Security Agent or any Pledgee or anyone else may be the purchaser,
assignee or recipient of any or all of the Pledged Shares and
thereafter hold the same absolutely, free from any claims or rights
whatsoever;
The proceeds of each collection, sale or other disposition under this
Section 6.1 shall be applied in accordance with the provisions of the
Facility Agreement.
6.2 It is acknowledged by the parties that if the proceeds of the sale,
collection or other collection upon or realization of the Pledged Shares
pursuant to Section 6.1 hereof are insufficient to cover the costs and
expenses of such realization and the payment in full of the Secured
Obligations, the Borrower shall remain liable for any such deficiency.
6.3 The Security Agent and the Pledgees shall incur no liability as a result
of the sale of the Pledged Shares or any part thereof, at any private sale
pursuant to Section 6.1 hereof . The Pledgor hereby waives any claims
against the Security Agent or any Pledgee arising by reason of the fact
that the price at which the Pledged Shares may have been sold at such
private sale may be less than the price that the Pledged Shares may have
been sold if the Security Agent had accepted the first offer received or
if the Security Agent had offered the Pledged Shares to more than one
offeree.
6.4 In case of the enforcement by the Security Agent and the Pledgees under
this Section, no rights of the Pledgees shall pass to the Pledgor by
subrogation or otherwise unless and until all of the Secured Obligations
have been satisfied and discharged in full to the satisfaction of the
Security Agent. Until then, the Security Agent shall be entitled to treat
all enforcement proceeds as additional collateral for the Secured
Obligations, notwithstanding its right to seek satisfaction from such
proceeds at any time.
SECTION 7. ATTORNEY-IN-FACT
Effective upon the occurrence of an Event of Default which is continuing, the
Pledgor shall be
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deemed to have constituted the Security Agent, its successors and assigns as the
Pledgor's true and lawful attorney-in-fact with full power to require, demand
and receive any and all moneys and claims for money due and to become due under
or with respect to the Pledged Shares and to take any action or execute any
instrument which the Security Agent may deem necessary or advisable to
accomplish the purposes hereof.
SECTION 8. ASSIGNMENT
This Share Pledge Agreement and the pledge created hereunder shall be binding
upon and inure to the benefit of the Pledgor, the Security Agent and the
Pledgees and their respective heirs, successors and assigns. The Security Agent
and any Pledgee may, in accordance with the applicable laws and the Facility
Agreement, at any time assign all or any part of its rights or obligations
hereunder to any party to whom it assigns or transfers all or part of its rights
or obligations under the Facility Agreement in accordance therewith (each an
"ASSIGNEE"). The parties hereto agree that to the extent of any assignment, the
Assignee shall be deemed to have the same rights and benefits under this Share
Pledge Agreement as it would have had if it were a signatory Pledgee hereunder.
The Pledgor may not assign any of its rights or obligations hereunder without
the prior written consent of the Security Agent on behalf of the Pledgees.
SECTION 9. FURTHER ASSURANCE
The Pledgor shall do all such acts as may be necessary or appropriate including,
but not limited to, the execution and delivery of all further instruments,
notices and documents and all further action that the Security Agent may deem
necessary or reasonably request in order to perfect and/or protect the pledge
and any Security Interest granted or purported to be granted hereby or to enable
the Security Agent and the Pledgees to exercise and enforce their rights and
remedies hereunder with respect to the Pledged Shares.
SECTION 10. TERMINATION AND RELEASE OF SECURITY
The term of this Share Pledge Agreement shall begin on the date of this Share
Pledge Agreement and end on the Termination Date. Promptly after the Termination
Date, the Security Agent and the Pledgees shall, at the cost of the Pledgor,
release the Pledged Shares then held by the Security Agent and the Pledgees to
the Pledgor, give such notices and take such other actions as may be reasonably
requested to effectuate the discharge of security given under this Share Pledge
Agreement.
SECTION 11. SECURITY AGENT
The Pledgees hereby appoint the Security Agent as their agent, as herein
specified, and by virtue
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of this Share Pledge Agreement authorize the Security Agent to take action on
their behalf, and to exercise such powers as are specifically delegated herein
to the Security Agent, in accordance with this Share Pledge Agreement. For the
avoidance of doubt, in acting under this Share Pledge Agreement, the Security
Agent shall be entitled to all of the immunities, privileges, benefits,
protections and indemnities provided for by the Facility Agreement including,
without limitation, pursuant to Clause 19 (the Facility Agent, the Arranger and
the Lenders) thereof, mutatis mutandis.
SECTION 12. GOVERNING LAW AND DISPUTE RESOLUTION; APPOINTMENT
OF PROCESS AGENT
12.1 This Share Pledge Agreement and the rights and obligations of the parties
hereunder and the security created pursuant hereto shall be governed by
and construed in accordance with the laws of Korea. The parties hereto
agree that any legal action or proceeding arising out of or relating to
this Share Pledge Agreement may be brought in the Seoul Central District
Court in Korea and the Pledgor hereby irrevocably submits to the
non-exclusive jurisdiction of such court. The foregoing, however, shall
not limit the rights or either Security Agent or the Pledgees to bring any
legal action or proceeding or to obtain execution of judgment in any other
jurisdiction.
12.2 The Pledgor irrevocably designates, appoints and empowers Asia Netcom
Korea Limited , with office on the date hereof at 17/F Korea First Bank
Building #100, Kongpyong-dong, Chongro-gu, ▇▇▇▇▇ ▇▇▇-▇▇▇, ▇▇▇▇▇, as its
designee, appointee and agent with respect to any action or proceeding in
Korea, to receive, accept and acknowledge, for and on its behalf, and in
respect of its property, service of any and all legal process, summons,
notices and documents which may be served in any such action or
proceeding. The Pledgor agrees that the failure of such agent to give any
advice of any such service of process to it shall not impair or affect the
validity of such service or of any judgment in any action commenced on the
basis of such service. The Pledgor agrees that if for any reason its
designee, appointee and agent shall cease to be available to act as such,
it shall designate a new designee, appointee and agent in Korea on the
terms and for the purposes of this provision satisfactory to the Security
Agent.
SECTION 13. MISCELLANEOUS
13.1 All notices, requests and demands to or upon the respective parties to be
effective shall be in writing (including facsimile communication), and
shall be deemed to have been duly given or made when delivered by hand, or
five (5) days after being deposited in the post office, postage prepaid,
or, in the case of facsimile notice, when confirmation is received, or, in
the case of an internationally recognized overnight courier service, one
(1) Business Day after delivery to such courier service, addressed, in the
case of each party, at its address or numbers specified below or to such
other address as may be
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designated by any party in a written notice to the other parties:
Pledgor: Asia Netcom Corporation (Singapore) Pte Ltd.
▇/▇ ▇▇/▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇ ▇▇▇▇▇'▇ ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇
Attention: Wenlong Sun
Telephone: (▇▇▇) ▇▇▇▇ ▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇▇ ▇▇▇▇
Security Agent: Industrial and Commercial Bank of China (Asia)
Limited
10/F, ICBC Asia ▇▇▇▇▇▇▇▇
▇▇▇-▇▇▇ ▇▇▇▇▇'▇ ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇
Attention: ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇/Ms. ▇▇▇ ▇▇▇▇
Telephone:_________________________________
Facsimile: (▇▇) ▇▇▇▇ ▇▇▇▇
And to other Pledgees, to their respective address and facsimile numbers
set forth in Schedule I hereto.
13.2 If any of the provisions of this Share Pledge Agreement shall contravene
any law or regulation or be held invalid, this Share Pledge Agreement
shall be construed as if it does not contain those provisions, and the
rights and obligations of the parties hereto shall be construed and
enforced accordingly.
13.3 This Share Pledge Agreement shall not be amended, changed, modified,
altered or terminated unless in accordance with Clause 24.2 (Amendments
and Consents) of the Facility Agreement. This Share Pledge Agreement shall
not be amended by an oral agreement.
13.4 This Share Pledge Agreement may be executed in multiple counterparts, each
of which, when executed, shall constitute an original but all of which
together shall constitute one and the same instrument.
13.5 Headings and titles herein are for convenience only and shall not affect
the construction or interpretation of this Share Pledge Agreement.
13.6 This Share Pledge Agreement is intended by the parties as the written
final expression of each party's obligations and rights in connection with
the pledge of the Pledged Shares and supersedes all prior and
contemporaneous understandings or agreements concerning
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Page 10
the subject matter hereof.
13.7 In the case of a conflict between the provisions of this Share Pledge
Agreement and the provisions of the Facility Agreement, the provisions of
the Facility Agreement shall prevail.
13.8 Neither the Security Agent nor any Pledgee shall, by any act, delay,
indulgence, omission or otherwise, except by an express written instrument
clearly indicating an intention to waive, be deemed to have waived any
right or remedy hereunder or to have acquiesced in any Event of Default.
No failure to exercise, or any delay in exercising on the part of the
Security Agent and the Pledgees, any rights, power or privilege hereunder
shall operate as a waiver thereof. No single or partial exercise of any
right, power, privilege hereunder shall preclude any other or further
exercise thereof or the exercise of any other right, power or privilege.
13.9 The rights and remedies provided herein are cumulative and may be
exercised individually or concurrently, and are not exclusive of any other
rights or remedies provided by law.
13.10 The Pledgor hereby agrees that until the indefeasible payment and
satisfaction in full of all Secured Obligations, it shall not exercise any
right or remedy arising by reason of any performance by it of its
obligations under this Share Pledge Agreement, whether by subrogation or
otherwise, against the Borrower.
(Signature Pages Follow)
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Page 11
IN WITNESS WHEREOF, the parties hereto have caused this Share Pledge Agreement
to be duly executed as of the day and year first above written.
PLEDGOR: ASIA NETCOM CORPORATION (SINGAPORE) PTE LTD.
By /s/ ▇▇▇▇, ▇▇▇▇▇-Chi
_________________________________
Name: ▇▇▇▇, ▇▇▇▇▇-Chi
Title: Attorney in fact
SECURITY AGENT: INDUSTRIAL AND COMMERCIAL BANK OF CHINA (ASIA) LIMITED
By /s/ Hye ▇▇▇▇▇ ▇▇▇▇
_________________________________
Name: Hye ▇▇▇▇▇ ▇▇▇▇
Title: Attorney in fact
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PLEDGEES: THE INDUSTRIAL AND COMMERCIAL BANK OF
CHINA, BEIJING BRANCH
By /s/ Hye ▇▇▇▇▇ ▇▇▇▇
_______________________________________________
Name: Hye ▇▇▇▇▇ ▇▇▇▇
Title: Attorney in fact
THE INDUSTRIAL AND COMMERCIAL BANK OF
CHINA, SHANGHAI BRANCH
By /s/ Hye ▇▇▇▇▇ ▇▇▇▇
_______________________________________________
Name: Hye ▇▇▇▇▇ ▇▇▇▇
Title: Attorney in fact
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇
▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ BRANCH
By /s/ Hye ▇▇▇▇▇ ▇▇▇▇
_______________________________________________
Name: Hye ▇▇▇▇▇ ▇▇▇▇
Title: Attorney in fact
CHINA MINSHENG BANKING CORP. LTD.
By /s/ Hye ▇▇▇▇▇ ▇▇▇▇
_______________________________________________
Name: Hye ▇▇▇▇▇ ▇▇▇▇
Title: Attorney in fact
Shares Pledge Agreement
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CITIC INDUSTRIAL BANK
By /s/ Hye ▇▇▇▇▇ ▇▇▇▇
_______________________________________________
Name: Hye ▇▇▇▇▇ ▇▇▇▇
Title: Attorney in fact
BANK OF COMMUNICATIONS
By /s/ Hye ▇▇▇▇▇ ▇▇▇▇
_______________________________________________
Name: Hye ▇▇▇▇▇ ▇▇▇▇
Title: Attorney in fact
HUAXIA BANK
By /s/ Hye ▇▇▇▇▇ ▇▇▇▇
_______________________________________________
Name: Hye ▇▇▇▇▇ ▇▇▇▇
Title: Attorney in fact
Shares Pledge Agreement
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ACKNOWLEDGEMENT AND CONSENT
The undersigned, being the representative of the Issuer referred to in the
foregoing Share Pledge Agreement, hereby acknowledges that: (i) the Issuer has
received a copy of the Share Pledge Agreement and (ii) the Issuer is receiving
substantial benefit as a result of the Share Pledge Agreement and the Finance
Documents. The Issuer agrees to be bound by the terms in the Share Pledge
Agreement and to comply with the terms thereof insofar as such terms related to
it or applicable to it. The Issuer agrees to notify the Security Agent promptly
in writing of the occurrence with respect to it of any of the events described
in Section 4.4 of the Share Pledge Agreement. The Issuer further agrees that the
terms of Sections 4 and 5 of the Share Pledge Agreement shall apply to it,
mutantis mutandis, with respect to any and all actions that may be required of
it pursuant to or arising out of Section 4 or 5 of the Share Pledge Agreement.
For the avoidance of any doubt and notwithstanding the Article 11 of its
Articles of Incorporation, the Issuer agrees to do, to the extent permitted by
applicable laws, any and all actions that may be required of it pursuant to or
arising out of Section 4 of the Share Pledge Agreement without any application
by the Pledgor.
ASIA NETCOM KOREA LIMITED.
By: __________________________________
Name:
Title:
Shares Pledge Agreement
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SCHEDULE I
Names of Pledgees
THE INDUSTRIAL AND COMMERCIAL BANK OF CHINA, BEIJING BRANCH
THE INDUSTRIAL AND COMMERCIAL BANK OF CHINA, SHANGHAI BRANCH
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ BRANCH
CHINA MINSHENG BANKING CORP. LTD.
CITIC INDUSTRIAL BANK
BANK OF COMMUNICATIONS
HUAXIA BANK
Shares Pledge Agreement
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SCHEDULE II
List of Pledged Shares
Type of Shares Number of Certificates Certificate No. Number of Shares
-------------- ---------------------- --------------- ----------------
10,000 Share Certificate 88 010001- 010028 880,000
110001- 110060
1,000 Share Certificate 2 001001- 001002 2,000
Total 90 882,000
Shares Pledge Agreement
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