AMENDED CB SUBSCRIPTION AGREEMENT
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
▇▇▇▇., ▇▇ ▇▇▇▇▇▇-▇▇▇▇, ▇▇▇▇▇▇▇-▇▇, ▇▇▇▇▇, ▇▇▇▇▇ (“Woori”);
and
CINTEL
CORP.,
a
corporation duly incorporated and validly existing under the laws
of
the State of Nevada having its principal office at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇.▇.▇. (“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 ▇▇▇▇.
▇▇
▇▇▇▇▇▇-▇▇▇▇, ▇▇▇▇▇▇▇-▇▇
▇▇▇▇▇,
▇▇▇▇▇
|
| Attention: | Eun-Ok
▇▇▇▇
Phone:
(▇▇-▇) ▇▇▇-▇▇▇▇
Fax:
(▇▇-▇) ▇▇▇-▇▇▇▇
|
If
to
Cintel,
| Address: |
▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇, U.S.A.
|
| Attention: | ▇▇▇▇▇-▇▇▇
▇▇▇
Phone:
(▇▇-▇) ▇▇▇-▇▇▇▇
Fax: (▇▇-▇)
▇▇▇-▇▇▇▇
|
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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remainder of this page is intentionally left as blank>
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/ ▇▇▇▇▇ ▇▇▇ ▇▇▇ | /s/ In ▇▇▇▇▇ ▇▇▇ | ||
|
Name:▇▇▇▇▇
▇▇▇ ▇▇▇
Title:
CEO
|
Name:
In ▇▇▇▇▇ ▇▇▇
Title:
CEO
|