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Preview Full Doc	2004	Articles of Incorporation Articles of Incorporation (52K) Doc #415711: Click preview link for longer preview. [English Translation] Articles of Incorporation dated March 26, 2004 of HANARO TELECOM INCORPORATED -i- Articles of Incorporation of HANARO TELECOM INCORPORATED Table of Contents Chapter I. General Provisions Article 1. Corporate Name Article 2. Objectives Article 3. Head Office and Branch Offices Article 4. Public Notice Chapter II. Shares . . . 415711	Hanaro Telecom Hanaro Telecom, Inc. ( Communications Services )
Full Doc	2006	Articles of Incorporation Articles of Incorporation (58K) Doc #2187588: This document is immediately available for purchase, but does not have a preview available for viewing. 2187588	Hanaro Telecom Hanaro Telecom, Inc. ( Communications Services )
Full Doc	2006	Business Cooperation Agreement Business Cooperation Agreement (18K) Doc #2187590: This document is immediately available for purchase, but does not have a preview available for viewing. 2187590	Hanaro Telecom Hanaro Telecom, Inc. ( Communications Services )
Full Doc	2004	Declaration of Trust Declaration of Trust (17K) Doc #415693: This document is immediately available for purchase, but does not have a preview available for viewing. 415693	Hanaro Telecom Hanaro Telecom, Inc. ( Communications Services )
Full Doc	2004	Declaration of Trust Declaration of Trust (17K) Doc #415695: This document is immediately available for purchase, but does not have a preview available for viewing. 415695	Hanaro Telecom Hanaro Telecom, Inc. ( Communications Services )
Full Doc	2004	Declaration of Trust Declaration of Trust (17K) Doc #415697: This document is immediately available for purchase, but does not have a preview available for viewing. 415697	Hanaro Telecom Hanaro Telecom, Inc. ( Communications Services )
Preview Full Doc	2006	Interim Report Interim Report (63K) Doc #2433729: Click preview link for longer preview. INTERIM REPORT (For the period from January 1, 2006 through June 30, 2006) To: The Financial Supervisory Commission of Korea Pursuant to Article 186-3 of the Securities and Exchange Act of Korea, hanarotelecom incorporated ("the Company" or "hanarotelecom") is submitting this report. AUGUST 14, 2006 Representative Director & CEO: Mr. Byung-Moo Park Head Office: Asia One Building, 17-7 Yeouido-dong, Youngdeungpo-gu, Seoul, . . . 2433729	Hanaro Telecom Hanaro Telecom, Inc. ( Communications Services ) ; Korea Thrunet Korea Thrunet Co., Ltd. ( Communications Services ) As referenced in this Interim Report: Korea Thrunet Co. – access services in four major cities Mar. 29, 2000 Listed 24 million ADRs on NASDAQ Jul. 1, 2004 Launched commercial long distance/international telephony services Jan. 1, 2006 Merged with Korea Thrunet Co. , Ltd. Mar. 24, 2006 Mr. Byung-moo Park was newly appointed as Representative Director May 3, 2006 Completed capital reduction without payment to shareholders at the equal ratio of _____________ dt 1582453 ;	KT KT Corp. ( Communications Services ) As referenced in this Interim Report: KT Corp. – Broadband Internet Subscribers & Market Share {TABLE} {CAPTION} As of the end of 1H 2006 --------------------------------- Service Provider No. of Subscribers Market Share ---------------- ------------------ ------------ {S} {C} {C} hanarotelecom 3,599,224 28.2% KT Corp. 6,320,260 49.5% Others 2,851,427 22.3% Total 12,770,911 100% {/TABLE} Note 1) Source: Ministry of Information and Communication Note 2) 'Others' include _____________ KT Corp. – Subscriber Lines & Market Share {TABLE} {CAPTION} As of the end of 1H 2006 --------------------------------- No. of Subscriber Service Provider Lines Market Share ---------------- ------------------ ------------ {S} {C} {C} hanarotelecom 1,622,947 7.0% KT Corp. 21,387,081 92.7% Dacom 60,729 0.3% Total 23,070,757 100% {/TABLE} Note) Source: Ministry of Information and Communication 2. MAJOR SERVICES A) Prices of _____________ dt 1570420 ; SK Telecom SK Telecom Co., Ltd. ( Communications Services ) As referenced in this Interim Report: SK Telecom Co – Newbridge Asia HT, L.P. 24,767,899 17,817,604 AIF II NT, Ltd. 19,228,125 12,277,830 SSB-AOF NT 12,360,937 5,410,642 SK Telecom Co ., Ltd. 11,045,000 4,094,705 United Classic Investments Limited 10,196,373 3,246,078 Total 77,598,334 42,846,859 {/TABLE} Note) These numbers have _____________ dt 1562370
Preview Full Doc	2006	Interim Report Interim Report (63K) Doc #2449511: Click preview link for longer preview. INTERIM REPORT (For the period from January 1, 2006 through June 30, 2006) To: The Financial Supervisory Commission of Korea Pursuant to Article 186-3 of the Securities and Exchange Act of Korea, hanarotelecom incorporated ("the Company" or "hanarotelecom") is submitting this report. AUGUST 14, 2006 Representative Director & CEO: Mr. Byung-Moo Park Head Office: Asia One Building, 17-7 Yeouido-dong, Youngdeungpo-gu, Seoul, . . . 2449511	Hanaro Telecom Hanaro Telecom, Inc. ( Communications Services ) ; Korea Thrunet Korea Thrunet Co., Ltd. ( Communications Services ) As referenced in this Interim Report: Korea Thrunet Co. – access services in four major cities Mar. 29, 2000 Listed 24 million ADRs on NASDAQ Jul. 1, 2004 Launched commercial long distance/international telephony services Jan. 1, 2006 Merged with Korea Thrunet Co. , Ltd. Mar. 24, 2006 Mr. Byung-moo Park was newly appointed as Representative Director May 3, 2006 Completed capital reduction without payment to shareholders at the equal ratio of _____________ dt 1582454 ;	KT KT Corp. ( Communications Services ) As referenced in this Interim Report: KT Corp. – Broadband Internet Subscribers & Market Share {TABLE} {CAPTION} As of the end of 1H 2006 --------------------------------- Service Provider No. of Subscribers Market Share ---------------- ------------------ ------------ {S} {C} {C} hanarotelecom 3,599,224 28.2% KT Corp. 6,320,260 49.5% Others 2,851,427 22.3% Total 12,770,911 100% {/TABLE} Note 1) Source: Ministry of Information and Communication Note 2) 'Others' include _____________ KT Corp. – Subscriber Lines & Market Share {TABLE} {CAPTION} As of the end of 1H 2006 --------------------------------- No. of Subscriber Service Provider Lines Market Share ---------------- ------------------ ------------ {S} {C} {C} hanarotelecom 1,622,947 7.0% KT Corp. 21,387,081 92.7% Dacom 60,729 0.3% Total 23,070,757 100% {/TABLE} Note) Source: Ministry of Information and Communication 2. MAJOR SERVICES A) Prices of _____________ dt 1570421 ; SK Telecom SK Telecom Co., Ltd. ( Communications Services ) As referenced in this Interim Report: SK Telecom Co – Newbridge Asia HT, L.P. 24,767,899 17,817,604 AIF II NT, Ltd. 19,228,125 12,277,830 SSB-AOF NT 12,360,937 5,410,642 SK Telecom Co ., Ltd. 11,045,000 4,094,705 United Classic Investments Limited 10,196,373 3,246,078 Total 77,598,334 42,846,859 {/TABLE} Note) These numbers have _____________ dt 1562372
Preview Full Doc	2003	Investment Agreement Investment Agreement (246K) Doc #169368: Click preview link for longer preview. INVESTMENT AGREEMENT By and Among Hanaro Telecom, Inc. AIF II NT, Ltd. AIG Asian Opportunity Fund L. P. Newbridge Asia HT, L.P. and EACH OF THE OTHER INVESTORS NAMED ON SCHEDULE I Dated as of September 9, 2003 {PAGE} ARTICLE I DEFINITIONS 1.1 Certain Definitions.....................................................1 1.2 Certain Rules of Construction..........................................15 Article II ISSUANCE AND PURCHASE OF INVESTMENT SHARES 2.1 Closing Date Transactions..............................................16 ARTICLE III CONDITIONS 3.1 Conditions of the Investors............................................17 3.2 Conditions of the Company..............................................22 3.3 Waiver of Closing Conditions...........................................22 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE COMPANY 4.1 Certain Representations and Warranties Regarding the Transactions......23 4.2 Organization, Qualification, and Corporate Power.......................26 4.3 Capitalization.........................................................26 4.4 Investment Shares......................................................27 4.5 Indebtedness...........................................................27 4.6 Subsidiaries...........................................................27 4.7 Corporate Records......................................................27 4.8 Financial Statements...................................................28 4.9 Company Reports........................................................29 4.10 Events Subsequent to Most Recent Fiscal Period End.....................29 4.11 Undisclosed Liabilities................................................32 4.12 Legal Compliance; Corporate Controls; No Breach........................32 4.13 Tax Matters............................................................32 4.14 Real Property; Environmental Matters...................................33 4.15 Intellectual Property..................................................35 4.16 Licenses; Requirements of Law..........................................37 4.17 Title to Property......................................................37 4.18 Insurance..............................................................38 4.19 Absence of Certain Interests of Affiliated Persons.....................38 4.20 Contracts..............................................................38 4.21 Litigation.............................................................40 4.22 Employees..............................................................40 4.23 Employee Benefit Matters...............................................42 4.24 Guaranties; Related Person Liabilities.................................44 4.25 Availability of Documents..............................................44 4.26 Restrictions...........................................................44 4.27 Dividends; Stock Repurchases, Etc......................................44 4.28 Key Employees..........................................................44 4.29 Officer Terms..........................................................44 4.30 Board of Directors.....................................................45 4.31 Suppliers..............................................................45 4.33 Disclosure.............................................................45 4.34 Business Plan..........................................................46 4.35 M-Commerce.............................................................46 4.36 Thrunet Investment.....................................................46 4.37 Dreamline..............................................................46 ARTICLE V REPRESENTATIONS AND WARRANTIES OF EACH INVESTOR 5.1 Organization...........................................................47 5.2 Power..................................................................47 5.3 Execution and Delivery; Authorization..................................47 ARTICLE VI GOVERNANCE 6.1 Board Vacancies........................................................47 6.2 Representative Director................................................47 6.3 Chief Financial Officer................................................47 6.4 Outside Directors Nominating Committee.................................48 6.5 Director and Officer Indemnification...................................48 6.6 Continuing Veto Rights.................................................48 6.7 Rights to Information..................................................48 6.8 Management Rights Agreements...........................................48 ARTICLE VII COVENANTS 7.1 Conduct of Business....................................................48 7.2 Shareholders' and Board of Directors' Meetings.........................51 7.3 Regulatory Payments....................................................51 7.4 Due Diligence..........................................................52 7.5 Reasonable Best Efforts................................................52 7.6 Access; Delivery of Financial Statements; Company Reports; Shareholder Registry...................................................52 7.7 Publicity..............................................................53 7.8 Exclusivity............................................................53 7.9 Disclosure Schedule Update.............................................53 7.10 Notifications..........................................................54 7.11 Financing and Refinancing..............................................54 7.12 Maintenance of Existing Service Contracts..............................54 7.13 Use of Proceeds........................................................54 7.14 Employees..............................................................54 7.15 Nominees...............................................................54 7.16 Outside Director Candidate Nominating Committee Rules..................54 ARTICLE VIII INDEMNIFICATION 8.1 Survival of Representations and Warranties; Qualifications.............55 8.2 Indemnification Provisions for Benefit of the Investors................55 8.3 Matters Involving Third Parties........................................57 8.4 Characterization as Price Adjustment...................................58 8.5 Cooperation on Tax Matters.............................................58 ARTICLE IX TERMINATION 9.1 Termination of Agreement...............................................59 9.2 Effect of Termination..................................................59 ARTICLE X MISCELLANEOUS 10.1 Investors' Representatives.............................................60 10.2 No Third Party Beneficiaries...........................................60 10.3 Entire Agreement.......................................................60 10.4 Succession and Assignment..............................................60 10.5 Counterparts...........................................................61 10.6 Notices................................................................61 10.7 Governing Law; Consent to Jurisdiction.................................62 10.8 Waiver of Jury Trial...................................................64 10.9 Amendments and Waivers.................................................64 10.10 Severability...........................................................64 10.11 Specific Performance...................................................65 10.12 Incorporation of Exhibits and Schedules................................65 {PAGE} SCHEDULES Item No --------- ------- Schedule I List of Investors............................................1 Schedule 2.1(a) Hanaro Account Information Schedule 3.1(m) Related Person Liabilities Schedule 4.34 2003 Business Plan EXHIBITS -------- Exhibit A Form of Amended and Restated Articles of Incorporation......2 Exhibit B Company Disclosure Schedule.................................3 Exhibit C Form of Investors' Rights Agreement.........................4 Exhibit D Form of Non-Solicitation Agreement..........................5 Exhibit E-1 Form of Legal Opinion of Clifford Chance....................6 Exhibit E-2 Form of Legal Opinion of Shin & Kim.........................7 Exhibit F Shareholder Resolutions.....................................8 Exhibit G Board Resolutions...........................................9 Exhibit H Form of Management Rights Agreement.........................10 Exhibit I Agenda for Extraordinary General Shareholders' Meeting......11 Exhibit J Agenda for First Board Meeting .............................12 Exhibit K Agenda for Second Board Meeting.............................13 Exhibit L Agenda for Third Board Meeting..............................14 Exhibit M Outside Director Candidate Nominating Committee Rules.......15 ANNEX Annex A-1 List of Key Employees ......................................16 Annex A-2 List of Key Employees entering into Non-Solicitation Agreements..................................................17 {PAGE} INVESTMENT AGREEMENT -------------------- INVESTMENT AGREEMENT, dated as of September 9, 2003, by and among Hanaro Telecom, Inc., a chusik-hoesa duly organized and existing under the Laws of Korea ("Hanaro" or the "Company"), AIF II NT, Ltd., a company duly organized and existing under the Laws of Labuan on behalf of an entity or entities to be formed for the purposes of entering into the Transactions (as defined herein) ("AIG AIF Sub"), AIG Asian Opportunity Fund L.P., a limited partnership duly organized and existing under the Laws of the Cayman Islands on behalf of an entity or entities to be formed for the purposes of entering into the Transactions ("AOF"), and together with AIG AIF Sub, acting jointly, "AIG Sponsor"), Newbridge Asia HT, L.P., an exempted limited partnership duly organized and existing under the Laws of the Cayman Islands on behalf of an entity or entities to be formed for the purposes of entering into the Transactions ("Newbridge Sub", and together with AIG Sponsor, the "Sponsors") and the investors named on Schedule I hereto (as such Schedule is amended from time to time prior to the Closing Date by the Sponsors) that execute a signature page hereto (each of AIG AIF Sub, AOF and Newbridge Sub and each such investor, an "Investor" and collectively, the "Investors"). Hanaro and each Investor may hereinafter be referred to from time to time as a "party" in their individual capacities and as "parties" collectively. WHEREAS, the Company and each Investor has determined to enter into this Agreement pursuant to which the Investors have agreed to purchase from the Company, and the Company has agreed to issue and sell to the Investors an aggregate 182,812,500 shares of the common stock of the Company, par value Won 5,000 per share ("Common Stock") at the purchase price of Won 3,200 per share having an aggregate value of Won 585,000 million; and WHEREAS, the Company and the Investors desire to make certain representations, warranties, covenants and agreements in connection with the transactions contemplated by this Agreement; NOW THEREFORE, in consideration of the representations, warranties, and covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows: ARTICLE I DEFINITIONS 1.1 Certain Definitions. As used in this Agreement, the following capitalized terms shall have the following meanings: "Active Subscribers" means, at any date, subscribers of the Company's broadband (including ADSL, VDSL, cable modem, LMDS and wireless LAN), telephone and leased line services that are currently being provided such services and are current or not delinquent for more than one (1) three-month billing cycle in their account with the Company. "Affiliate" of any Person means any other Person that directly, or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such first Person. "Agreement" means this Investment Agreement, including all Exhibits and Schedules hereto, as the same may be amended from time to time in accordance with the provisions hereof. "AIG AIF Sub" has the meaning set forth in the preamble. "AIG Sponsor" has the meaning set forth in the preamble. "Amended and Restated Articles of Incorporation" means the articles of incorporation of the Company as amended at or prior to the Extraordinary General Shareholders' Meeting and in the form set forth as Exhibit A hereto. "AOF" has meaning set forth in the preamble. "Articles of Incorporation" means the articles of incorporation of the Company, as amended from time to time. "Assets" means, with respect to any Person, all properties and assets, real and personal, tangible and intangible, of every type and description, whether owned or leased or otherwise possessed, used, held for use or usable in such Person's business, including contract rights, Licenses, Intangible Property and, in the case of Company Parties, the Company Contracts. "Audited Financial Statements" means (i) the audited consolidated balance sheets and income statements, and statements of shareholders' equity and cash flows, including the notes thereto, as of and for the years ended December 31, 2000, 2001 and 2002 for the Company (together with its Subsidiaries other than Dreamline Corporation and Hanaro Dream Co., Ltd. with respect to the audited consolidated income statements for the year ended December 31, 2001 and 2002), and (ii) the audited consolidated income statements of Dreamline Corporation (together with Hanaro Dream Co., Ltd.) for the year ended December 31, 2001 and 2002. "August 5th Extraordinary General Shareholders' Meeting" means the extraordinary general shareholders' meeting of the Company held on August 5, 2003. "Balance Sheet" means the audited consolidated balance sheet of the Company (together with its Subsidiaries) as of December 31, 2002 included in the 2002 Audited Financials. "Basket" has the meaning set forth in Section 8.2(a). "Board of Directors" means the board of directors of the Company. "Business Combination" means (i) a merger, consolidation, amalgamation, share exchange, recapitalization (involving a business combination) or similar business combination transaction involving the Company or a material Subsidiary of the Company, (ii) any sale of all or a substantial portion of the assets of any Company Party, (iii) an acquisition by any of the Company Parties of Control of any other Entity, or (iv) an acquisition by any of the Company Parties of all or a substantial portion of the assets of any other Entity. "Business Day" means any day, other than a Saturday, Sunday or a day on which banking institutions in the Republic of Korea or the State of New York are authorized or obligated by Law or executive order to close. "CEO" shall mean the President, chief executive officer and the Representative Director ("sajang" and "daepyo isa") of the Company as of the date hereof, and who shall be the sole Representative Director as of the Closing Date. "Charter Documents" means, with respect to any Entity, the articles of incorporation, by-laws of the board of directors or other organizational documents of such Entity. "Closing" has the meaning set forth in Section 2.1(b). "Closing Date" has the meaning set forth in Section 2.1(b). "Closing Date Amount" means 279,322,680 plus the number of Investment Shares issued and sold pursuant hereto. "Collective Bargaining Agreement" has the meaning set forth in Section 4.22(c). "Common Stock" has the meaning set forth in the recitals. "Company" has the meaning set forth in the preamble. "Company Contracts" has the meaning set forth in Section 4.20. "Company Indemnified Parties" has the meaning set forth in Section 8.2(b). "Company Intellectual Property" means the Owned Intellectual Property and the Licensed Intellectual Property. "Company Parties" means the Company and its Subsidiaries. 169368	Hanaro Telecom Hanaro Telecom, Inc. ( Communications Services ) As referenced in this Investment Agreement: Hanaro Telecom, Inc – {DOCUMENT} {TYPE}EX-2 {SEQUENCE}4 {FILENAME}newbridge_ex2.txt {TEXT} Execution Copy INVESTMENT AGREEMENT By and Among Hanaro Telecom, Inc . AIF II NT, Ltd. AIG Asian Opportunity Fund L. P. Newbridge Asia HT, L.P. and EACH OF THE OTHER INVESTORS NAMED _____________ Hanaro Telecom, Inc – of Key Employees entering into Non-Solicitation Agreements..................................................17 {PAGE} INVESTMENT AGREEMENT -------------------- INVESTMENT AGREEMENT, dated as of September 9, 2003, by and among Hanaro Telecom, Inc ., a chusik-hoesa duly organized and existing under the Laws of Korea ("Hanaro" or the "Company"), AIF II NT, Ltd., a company _____________ Hanaro Telecom, Inc – receipt and shall be delivered personally or by an internationally recognized express courier or sent by facsimile as follows: If to the Company: Hanaro Telecom, Inc . 726, Janghang-2dong Ilsan-ku, Koyang, 411-778 Korea Telephone: (82-2) 6266-4550 Facsimile: (82-2) 6266-6779 Attention: Kyounglim Yun, _____________ HANARO TELECOM, INC – page intentionally left blank.] {PAGE} IN WITNESS WHEREOF, the parties hereto have executed this Investment Agreement as of the date first above written. HANARO TELECOM, INC . By ---------------------------------------- Name: Title: AIF II NT, LTD. By ---------------------------------------- Name: Wilfried E. Kaffenberger Title: Attorney-in-fact AIG ASIAN OPPORTUNITY FUND L.P. _____________ Hanaro Telecom, Inc – of Clifford Chance ---------------------------------------- {PAGE} EXHIBIT E-2 Form of Legal Opinion of Shin & Kim ----------------------------------- 1. We have acted as special Korean counsel to Hanaro Telecom, Inc . (the "Company") in connection with the Investment Agreement, dated as of [___________], by and among [PARTIES] (the "IA"). 2. Capitalized terms used _____________ dt 276576 ; Korea Thrunet Korea Thrunet Co., Ltd. ( Communications Services ) As referenced in this Investment Agreement: Korea Thrunet Co – meaning set forth in Section 8.3(a). "Third Party Software" has the meaning set forth in Section 4.15(h). "Thrunet" means Korea Thrunet Co ., Ltd. a chusik-hosea duly organized and existing under the Laws of Korea. "Thrunet Sellers" has the meaning ascribed to the term " _____________ dt 276813 ; DB Trust Deutsche Bank Trust Company Americas ( Financial ) As referenced in this Investment Agreement: Deutsche Bank Trust Co – Copyrights" has the meaning set forth in the definition of "Intellectual Property." "Deposit Agreement" means the deposit agreement by and among the Company, Deutsche Bank Trust Co mpany Americas, as depositary, and the registered holders and beneficial owners of the American depositary receipts of the Company, as amended. "Designee" means _____________ dt 113831 ;	Cleary Gottlieb Cleary, Gottlieb, Steen & Hamilton ( Legal ) As referenced in this Investment Agreement: Cleary, Gottlieb – forth below each Investor's name on Schedule I, with a copy to: Neil Whoriskey Cleary, Gottlieb , Steen & Hamilton 39th Floor, Bank of China Tower One Garden Road Hong Kong, China dt 34831 ; AIF II NT, Ltd.; More...
Preview Full Doc	2003	Investment Agreement Investment Agreement (246K) Doc #415784: Click preview link for longer preview. INVESTMENT AGREEMENT By and Among Hanaro Telecom, Inc. AIF II NT, Ltd. AIG Asian Opportunity Fund L. P. Newbridge Asia HT, L.P. and EACH OF THE OTHER INVESTORS NAMED ON SCHEDULE I Dated as of September 9, 2003 ARTICLE I DEFINITIONS 1.1 Certain Definitions........... . . . 415784	Hanaro Telecom Hanaro Telecom, Inc. ( Communications Services ) As referenced in this Investment Agreement: Hanaro Telecom, Inc – {DOCUMENT} {TYPE}EX-2 {SEQUENCE}4 {FILENAME}newbridge_ex2.txt {TEXT} Execution Copy INVESTMENT AGREEMENT By and Among Hanaro Telecom, Inc . AIF II NT, Ltd. AIG Asian Opportunity Fund L. P. Newbridge Asia HT, L.P. and EACH OF THE OTHER INVESTORS NAMED ON SCHEDULE I Dated as of September _____________ Hanaro Telecom, Inc – Key Employees ......................................16 Annex A-2 List of Key Employees entering into Non-Solicitation Agreements..................................................17 {PAGE} INVESTMENT AGREEMENT -------------------- INVESTMENT AGREEMENT, dated as of September 9, 2003, by and among Hanaro Telecom, Inc ., a chusik-hoesa duly organized and existing under the Laws of Korea ("Hanaro" or the "Company"), AIF II NT, Ltd., a company duly organized and existing under the Laws _____________ Hanaro Telecom, Inc – be in writing, shall be effective upon receipt and shall be delivered personally or by an internationally recognized express courier or sent by facsimile as follows: If to the Company: Hanaro Telecom, Inc . 726, Janghang-2dong Ilsan-ku, Koyang, 411-778 Korea Telephone: (82-2) 6266-4550 Facsimile: (82-2) 6266-6779 Attention: Kyounglim Yun, Senior Vice President with a copy to: _____________ HANARO TELECOM, INC – a part hereof. [The remainder of this page intentionally left blank.] {PAGE} IN WITNESS WHEREOF, the parties hereto have executed this Investment Agreement as of the date first above written. HANARO TELECOM, INC . By ---------------------------------------- Name: Title: AIF II NT, LTD. By ---------------------------------------- Name: Wilfried E. Kaffenberger Title: Attorney-in-fact AIG ASIAN OPPORTUNITY FUND L.P. By: AIG Asian Opportunity G.P., L. _____________ Hanaro Telecom, Inc – EXHIBIT E-1 Form of Legal Opinion of Clifford Chance ---------------------------------------- {PAGE} EXHIBIT E-2 Form of Legal Opinion of Shin & Kim ----------------------------------- 1. We have acted as special Korean counsel to Hanaro Telecom, Inc . (the "Company") in connection with the Investment Agreement, dated as of [___________], by and among [PARTIES] (the "IA"). 2. Capitalized terms used in this opinion and not defined herein _____________ dt 1543440 ; Korea Thrunet Korea Thrunet Co., Ltd. ( Communications Services ) As referenced in this Investment Agreement: Korea Thrunet Co. – as alternates. "Third Party Claim" has the meaning set forth in Section 8.3(a). "Third Party Software" has the meaning set forth in Section 4.15(h). "Thrunet" means Korea Thrunet Co. , Ltd. a chusik-hosea duly organized and existing under the Laws of Korea. "Thrunet Sellers" has the meaning ascribed to the term "Selling Shareholders" in the Thrunet Share Purchase _____________ dt 1398284 ;	DB Trust Deutsche Bank Trust Company Americas ( Financial ) As referenced in this Investment Agreement: Deutsche Bank Trust Co – the definition of "Hanaro-Thrunet Convertible Bonds." "Copyrights" has the meaning set forth in the definition of "Intellectual Property." "Deposit Agreement" means the deposit agreement by and among the Company, Deutsche Bank Trust Co mpany Americas, as depositary, and the registered holders and beneficial owners of the American depositary receipts of the Company, as amended. "Designee" means any grantor trust, voting trust, nominee, broker _____________ dt 1390685 ; Cleary Gottlieb Cleary, Gottlieb, Steen & Hamilton ( Legal ) As referenced in this Investment Agreement: Cleary, Gottlieb – Facsimile: (82 2) 756-6226 If to the Investors, to the address or number set forth below each Investor's name on Schedule I, with a copy to: Neil Whoriskey Cleary, Gottlieb , Steen & Hamilton 39th Floor, Bank of China Tower One Garden Road Hong Kong, China Telephone: (852) 2521-4122 Facsimile: (852) 2845-9026 Young Man Huh Kim & Chang 2F, Northgate _____________ dt 1401689
Preview Full Doc	2003	Management Rights Agreement [Form] Management Rights Agreement [Form] (10K) Doc #189758: Click preview link for longer preview. FORM OF MANAGEMENT RIGHTS AGREEMENT ----------------------------------- [Insert Date] Hanaro Telecom, Inc. 726, Janghang-2dong Ilsan-ku Koyang, Korea 411-778 Dear [Insert]: This letter agreement (this "Letter Agreement") is being executed and delivered to confirm agreements with respect to the purchase and ownership by [******] ("[****]") of [ ] common shares (all or any portion thereof, individually and collectively, the "Investment") of Hanaro Telecom, Inc. (the "Company") and certain management rights that the Company conferred upon [****] in connection with such Investment so that Investment may qualify as a "venture capital investment" within the meaning of the Department of Labor regulation Section 2510.3-101 (the "Plan Asset Regulation"). Except as provided in Section I(b) and Section II(b) hereof, the rights conferred under this Letter Agreement shall automatically terminate on the date [****] no longer owns, directly or indirectly, any portion of the Investment. I. Management Rights (a) [****] shall have the following rights and entitlements: (i) [****] shall be entitled, from time to time, to make proposals, recommendations and suggestions to the board of directors of the Company (the "Board of Directors") relating to the business and affairs of the Company and any subsidiary of the Company. The Board of Directors shall consider in good faith all proposals, recommendations and suggestions made by [****] pursuant to the foregoing sentence; provided, however, that nothing in this clause (a) shall obligate, or be deemed to obligate, the Board of Directors to adopt or implement any proposal, recommendation or suggestion made by or on behalf of [****]. (ii) The Company shall permit [****], at all reasonable times and at [****]'s expense, to discuss the business and affairs of the Company and its subsidiaries with the Board of Directors and its officers and independent accountants (or their equivalents); provided, in all cases, that: (A) [****] shall give at least seven (7) business days prior written notice to an officer of the Company identifying all person(s) with whom [****] wishes to have discussions and specifying in reasonable detail the nature of the information sought from such person(s) and the purpose(s) for which [****] wishes to obtain such information; (B) During any discussion or at any meeting between [****] and such person(s), [******] shall not inquire into matters not specified in such notice; and (C) The Company shall have the right to have a representative, in addition to the person(s) being made available, present during any such discussion or meeting. 189758	Hanaro Telecom Hanaro Telecom, Inc. ( Communications Services ) As referenced in this Management Rights Agreement [Form]: Hanaro Telecom, Inc – {DOCUMENT} {TYPE}EX-5 {SEQUENCE}7 {FILENAME}newbridge_ex5.txt {TEXT} EXHIBIT H FORM OF MANAGEMENT RIGHTS AGREEMENT ----------------------------------- [Insert Date] Hanaro Telecom, Inc . 726, Janghang-2dong Ilsan-ku Koyang, Korea 411-778 Dear [Insert]: This letter agreement (this "Letter Agreement") is being executed and delivered _____________ Hanaro Telecom, Inc – agreements with respect to the purchase and ownership by [******] ("[****]") of [ ] common shares (all or any portion thereof, individually and collectively, the "Investment") of Hanaro Telecom, Inc . (the "Company") and certain management rights that the Company conferred upon [****] in connection with such Investment so that Investment may qualify as _____________ HANARO TELECOM, INC – Letter Agreement to the undersigned. Very truly yours, [****] By: [****] By: -------------------------- Name: Title: ACKNOWLEDGED AND AGREED TO AS OF THE DATE FIRST ABOVE WRITTEN: HANARO TELECOM, INC** . By: ------------------------------- Name: Title: {/TEXT} {/DOCUMENT} _____________ dt 276579 ;	Newbridge Asia Advisors III Inc.
Preview Full Doc	2003	License for Facilities Based Telecommunication Business (Network Service) License for Facilities Based Telecommunication Business (Network Service) (4K) Doc #128836: Click preview link for longer preview. LICENSE FOR FACILITIES BASED TELECOMMUNICATION BUSINESS (NETWORK SERVICE) License No.: No. 36 Trade name or corporate name: Hanaro Telecom, Inc. Name (Representative): Shin, Yun-Sik Resident Registration No.: 360426-1042113 Address: 1445-3 Seocho-dong, Seocho-gu, Seoul Projects undertaken: Local telephony services, leased line telecommuication services (domestic & overseas), long distance telephony services, international telephony services Provided area: Nationwide License requirements: Attached Pursuant to Clause 1 of Article 5 of the Telecommunications Business Law and Clause 1 of Article 5 of the Enforcement Regulation of the Act, the above entity is hereby licensed as a provider of Facilities Based Telecommunication Business (Network Service). July 4, 1997 (Commenced on January 28, 2003) Minister of Ministry of Information and Communication (Official seal affixed) {PAGE} CONDITIONS OF LICENSE [Long Distance Telephony Services] Hanaro Telecom, Inc. January 28, 2003 1. The above named corporation shall duly provide the services outlined in the business plan by no later than December 31, 2004. 2. The above named corporation shall pay contributions to the Information Promotion Fund in accordance with the Telecommunications Business Law and other applicable laws and regulations. 128836	Hanaro Telecom Hanaro Telecom, Inc. ( Communications Services ) As referenced in this License for Facilities Based Telecommunication Business (Network Service): Hanaro Telecom, Inc – English Translation] [Annexed Form No. 2] LICENSE FOR FACILITIES BASED TELECOMMUNICATION BUSINESS (NETWORK SERVICE) License No.: No. 36 Trade name or corporate name: Hanaro Telecom, Inc . Name (Representative): Shin, Yun-Sik Resident Registration No.: 360426-1042113 Address: 1445-3 Seocho-dong, Seocho-gu, Seoul Projects undertaken: Local telephony _____________ Hanaro Telecom, Inc – Commenced on January 28, 2003) Minister of Ministry of Information and Communication (Official seal affixed) {PAGE} CONDITIONS OF LICENSE [Long Distance Telephony Services] Hanaro Telecom, Inc . January 28, 2003 1. The above named corporation shall duly provide the services outlined in the business plan by no later than _____________ Hanaro Telecom, Inc – the period from the issuance date of the license until three years after business commencement. 2 {PAGE} CONDITIONS OF LICENSE [International Telephony Services] Hanaro Telecom, Inc . January 28, 2003 1. The above named corporation shall duly provide the services outlined in the business plan by no later than _____________ dt 276569
Preview Full Doc	2003	Agreement for Outsourcing of Office Building Management Agreement for Outsourcing of Office Building Management (48K) Doc #129037: Click preview link for longer preview. [English Translation] AGREEMENT FOR OUTSOURCING OF OFFICE BUILDING MANAGEMENT Hanaro Telecom Inc. (hereinafter referred to as "Hanaro") and Hanaro Realty Development & Management Co., Ltd. (hereinafter referred as "Hanaro Realty") hereby enter into this Agreement for Outsourcing of Office Building Management on the following terms and conditions for entrusting the building management works to Hanaro Realty for the efficient management of Hanaro's company buildings. ARTICLE 1 (BASIC PURPOSE OF COMPANY BUILDINGS MANAGEMENT) Hanaro Realty shall do its best to achieve the basic objectives of company building management as follows: 1. Building up a pleasant working environment through the appropriate maintenance and management of the company building. 2. Establishing a system to respond promptly and effectively in times of emergency 3. Securing the resource and support to respond actively to a change in Hanaro 4. Price saving on building maintenance with the efficient use of resources ARTICLE 2 (INDICATION OF MANAGEMENT PROPERTY) 1. The subject matters that Hanaro Realty shall manage under this Agreement are the company buildings of Hanaro including No. 1 and No. 2, and the company building that Hanaro purchases in the future and outsources to Hanaro Realty for management, and detailed indication of the company building the subject of Hanaro Realty's management shall be determined separately. A. All properties possessed by Hanaro including incidental facilities, machines and tools, and other goods in buildings. B. All fixtures and properties possessed by Hanaro supplied to each business site in buildings. 2. In the event that the management is outsourced to Hanaro Realty for the company building that Hanaro additionally purchases following Clause 1, the overall matters including additional indication and service charge of the assets for the outsourced management shall be stipulated and determined by the parties. 3. In the event of Clause 2, the provisions of Article 6 of this Agreement shall be applied with respect to the decision and payment of service charge. ARTICLE 3 (SCOPE OF OUTSOURCED MANAGEMENT WORKS) The followings are the matters outsourced for management by Hanaro to Hanaro Realty. 1. Maintenance and preservation of company building 129037	Hanaro Telecom Hanaro Telecom, Inc. ( Communications Services ) As referenced in this Agreement for Outsourcing of Office Building Management: Hanaro Telecom Inc – u98527exv4w28.txt {DESCRIPTION}EX-4.28 AGREEMENT FOR OUTSOURCING {TEXT} {PAGE} EXHIBIT 4.28 [English Translation] AGREEMENT FOR OUTSOURCING OF OFFICE BUILDING MANAGEMENT Hanaro Telecom Inc . (hereinafter referred to as "Hanaro") and Hanaro Realty Development & Management Co., Ltd. (hereinafter referred as "Hanaro Realty") hereby enter into this Agreement _____________ Hanaro Telecom, Inc – of Agreement have been prepared, and after Hanaro and Hanaro Realty signed both sets, each shall keep a set. _______________, 2003 [SEAL AFFIXED] Hanaro Telecom, Inc . 1445-3 Seocho-dong, Seocho-gu, Seoul Hanaro Telecom, Inc. CEO: Shin Yun-sik [SEAL AFFIXED] Hanaro Realty Development & Management Co., Ltd. _____________ Hanaro Telecom, Inc – Realty signed both sets, each shall keep a set. _______________, 2003 [SEAL AFFIXED] Hanaro Telecom, Inc. 1445-3 Seocho-dong, Seocho-gu, Seoul Hanaro Telecom, Inc . CEO: Shin Yun-sik [SEAL AFFIXED] Hanaro Realty Development & Management Co., Ltd. 470-9 Sindaebang-dong, Dongjak-gu, Seoul Hanaro Realty Development & _____________ dt 276570 ;	Hanaro Realty Development & Management Co., Ltd.
Preview Full Doc	2003	Agreement for Outsourcing of Telecommunication Center Management Agreement for Outsourcing of Telecommunication Center Management (28K) Doc #129038: Click preview link for longer preview. AGREEMENT FOR OUTSOURCING OF TELECOMMUNICATION CENTER MANAGEMENT Hanaro Telecom Inc. (hereinafter referred to as "Hanaro") and Hanaro Realty Development & Management Co., Ltd. (hereinafter referred as "Hanaro Realty") hereby enters into this Agreement for Outsourcing of Telecommunication Center Management on the following terms and conditions for the outsourcing by Hanaro to Hanaro Realty of the management of the telecommunication center facilities. ARTICLE 1 (BASIC PURPOSE OF TELECOMMUNICATION CENTER FACILITIES MANAGEMENT) Hanaro Realty shall do its best to achieve the basic objectives of managing the telecommunication center facilities as follows: 1. Through smooth operational preservation of the telecommunication center facilities, prevent the various accidents and disasters that may occur 2. Extend the asset life of common facilities through continuous operational preservation of the telecommunication center facilities 3. Establish a of system to respond promptly and effectively in times of emergency ARTICLE 2 (SUBJECT OF OUTSOURCED MANAGEMENT) 1. The subject matters that Hanaro Realty shall manage under this Agreement are as follows: A. Electric field (1) Inspection and repair management of rectifier (2) Inspection and repair management of UPS (3) Inspection and repair management of inverter B. Mechanical field (1) Inspection and repair management of air conditioner (2) Inspection and repair management of anti-temperature and anti-humidifier (3) Inspection and repair management of humidifier (4) Inspection and repair management of air cleaner C. Fire facility: Inspection and repair management of NAF-III D. Other facility: Incidental facility No. 1, 2 and 3 in computer room and telecommunication mechanical room 129038	Hanaro Telecom Hanaro Telecom, Inc. ( Communications Services ) As referenced in this Agreement for Outsourcing of Telecommunication Center Management: Hanaro Telecom Inc – u98527exv4w29.txt {DESCRIPTION}EX-4.29 AGREEMENT FOR OUTSOURCING {TEXT} {PAGE} EXHIBIT 4.29 [English Translation] AGREEMENT FOR OUTSOURCING OF TELECOMMUNICATION CENTER MANAGEMENT Hanaro Telecom Inc . (hereinafter referred to as "Hanaro") and Hanaro Realty Development & Management Co., Ltd. (hereinafter referred as "Hanaro Realty") hereby enters into this Agreement _____________ Hanaro Telecom, Inc – Agreement have been prepared, and after Hanaro and Hanaro Realty have signed both sets, each shall keep a set. _______________, 2003 [SEAL AFFIXED] Hanaro Telecom, Inc . 1445-3 Seocho-dong, Seocho-gu, Seoul Hanaro Telecom, Inc. CEO: Shin Yun-sik [SEAL AFFIXED] Hanaro Realty Development & Management Co., Ltd. _____________ Hanaro Telecom, Inc – have signed both sets, each shall keep a set. _______________, 2003 [SEAL AFFIXED] Hanaro Telecom, Inc. 1445-3 Seocho-dong, Seocho-gu, Seoul Hanaro Telecom, Inc . CEO: Shin Yun-sik [SEAL AFFIXED] Hanaro Realty Development & Management Co., Ltd. 470-9 Sindaebang-dong, Dongjak-gu, Seoul Hanaro Realty Development & _____________ dt 276571 ;	Hanaro Realty Development & Management Co., Ltd.
Preview Full Doc	2003	For Immediate Release For Immediate Release (4K) Doc #366555: Click preview link for longer preview. [THRUNET LOGO] FOR IMMEDIATE . . . 366555	Hanaro Telecom Hanaro Telecom, Inc. ( Communications Services ) As referenced in this For Immediate Release: Hanaro Telecom Inc – Seoul and New York, January 16, 2003 - Korea Thrunet Co., Ltd. (Nasdaq:KOREA) (the "Company" or "Thrunet"), a major provider of broadband Internet-access services in Korea, today announced that Hanaro Telecom Inc . (Nasdaq;HANA) ("Hanaro"), the second largest fixed-line carrier in Korea, has unilaterally terminated an agreement (the "Agreement") to acquire Thrunet's outstanding common shares from Trigem Computer, Inc. (" _____________ dt 1007630 ;	Korea Thrunet Korea Thrunet Co., Ltd. ( Communications Services )
Preview Full Doc	2003	For Immediate Release For Immediate Release (37K) Doc #415780: Click preview link for longer preview. (HANARO TELECOM, INC. LOGO) FOR IMMEDIATE RELEASE Contacts: Hanaro Telecom, Inc. Kyu June Hwang, Investor Relations 822-6266-2380 kyujune@hanaro.com - or - Taylor Rafferty, New York Brian Rafferty . . . 415780	Hanaro Telecom Hanaro Telecom, Inc. ( Communications Services )
Preview Full Doc	2003	Loan Transaction Agreement (for Corporations) Loan Transaction Agreement (for Corporations) (13K) Doc #176649: Click preview link for longer preview. LOAN TRANSACTION AGREEMENT (FOR CORPORATIONS) The debtor hereby approves the applicability of the Basic Agreement on Bank Loan Transactions (including the related Deposit Transaction Agreement in the event of comprehensive bankbook loans and account loans) and the Addendum to Corporate Loan Transaction Agreements, and covenants to carry out the following in regard to the loan transaction with Korea Exchange Bank (hereinafter referred to as "KEB"). ARTICLE 1 TERMS OF TRANSACTION (1) The transaction requirements, such as loan category, committed (line) amount, interest and guarantee payment and rate of delay penalty, transaction method and others, are as follows. However, when the commitment period is extended, or the outside borrowing rate or loan rate is modified, or in the event that the loan has a committed period exceeding one year, rates such as interest and guarantee may be modified in accordance with the determination made by the bank. {TABLE} {CAPTION} ------------------------------------------------------------------------------------------------- Transaction method Loan Delay penalty (Indicate transaction per category Amount Period Interest rate rate each limit or case) ------------------------------------------------------------------------------------------------- {S} {C} {C} {C} {C} {C} Won 30 1 year 6.8% per annum billion ------------------------------------------------------------------------------------------------- {/TABLE} (2) From the transaction method of Clause 1, loans with a committed limit transaction shall have the borrowing and repayment freely made within the scope of the committed limit amount and the committed period, and the loan per each transaction may be made in the committed period for the amount borrowed. (3) In the event of a committed limit loan, the loan period for each may be determined and operated within the committed period, and the loan period for each shall follow the determination of the bank. (4) In the event of an installment repayment transaction loan, it has the grace period of ____ years ___ months on the basis of the initial borrowing payment date, and after the grace period, it shall be paid in an installment of ___ years ___ months or without the grace period in accordance with the schedule for installment repayment chart separately distributed by the bank. (5) In the event of a loan on the installment savings or mutual premium benefit, installment payments shall be made in accordance with the determination made by the bank each month based on the borrowing payment date. (6) The bank may check the fund use and necessary amount with the verifying document or actual goods as necessary, and hand out the installment loan. (7) The interest and guarantee charge for each loan category shall be paid in accordance with the method and payment period determined by the bank. 176649	Hanaro Telecom Hanaro Telecom, Inc. ( Communications Services ) As referenced in this Loan Transaction Agreement (for Corporations): Hanaro Telecom, Inc – claim to the insurance proceeds. 2 {PAGE} ARTICLE 6 OTHER SPECIAL MATTERS (SEAL AFFIXED) /s/ Shin,Yun-Sik ------------------------------------ November 14, 2002 Debtor: Name: Hanaro Telecom, Inc . Address: 1445-3 Seocho-dong, Seocho-gu, Seoul CEO: Shin, Yun-Sik I hereby acknowledge that I have received the copies of _____________ Hanaro Telecom, Inc – Corporate Loan Transactions and this Agreement, and had a sufficient description for full understanding of the important terms and conditions contained herewith. Name: Hanaro Telecom, Inc . Address: 1445-3 Seocho-dong, Seocho-gu, Seoul CEO: Shin, Yun-Sik (SEAL AFFIXED) /s/ Shin, Yun-Sik ---------------------------- Column for attaching import _____________ Hanaro Telecom, Inc – of Won 30 billion (syndicated loans, etc.). ADDENDUM TO THE AGREEMENT (covenant regarding early repayment fees) TO: KEB November 14, 2002 Debtor: Name: Hanaro Telecom, Inc . Address: 1445-3 Seocho-dong, Seocho-gu, Seoul CEO: Shin, Yun-sik I, the undersigned, hereby covenant as follows in adding to _____________ Hanaro Telecom, Inc – of this Addendum to the Agreement, and had a sufficient description for full understanding of the important terms and conditions contained herewith. Name: Hanaro Telecom, Inc . Address: 1445-3 Seocho-dong, Seocho-gu, Seoul CEO: Shin, Yun-Sik 5 {/TEXT} {/DOCUMENT} _____________ dt 276577 ;	Korea Exchange Bank
Preview Full Doc	2003	Real Estate Collateral Trust Agreement Real Estate Collateral Trust Agreement (40K) Doc #129039: Click preview link for longer preview. [English Translation] Real Estate Collateral Trust No. 03-021 REAL ESTATE COLLATERAL TRUST AGREEMENT MARCH 20, 2003 {TABLE} {S} {C} ---------------------------------------------------------- Settlor Hanaro Telecom, Inc. ---------------------------------------------------------- Trustee Korea Real Estate Investment Trust Co., Ltd. ---------------------------------------------------------- {/TABLE} {PAGE} REAL ESTATE COLLATERAL TRUST AGREEMENT Hanaro Telecom Inc. (hereinafter referred to as the "Settlor") hereby enters into this Real Estate Collateral Trust Agreement (hereinafter referred to as the "Trust Agreement") on the following terms and conditions in entrusting the real estate described in Attachment 1 (hereinafter referred to as the "Real Estate on Trust") to Korea Land Corporation (hereinafter referred to as the "Trustee") and the Trustee shall accept it as such. ARTICLE 1 [TRUST OBJECTIVE] The purpose of this trust is for the Trustee to preserve and manage the Real Estate on Trust in guaranteeing the performance of the responsibility or the debt that the Settlor accepts, as well as manage the title of the Real Estate on Trust, and to convert and make settlement when the debt repayment is not duly made. ARTICLE 2 [TRUST PERIOD] (1) The trust period shall be as set forth in Attachment 2-1, but the Settlor shall consult with the Trustee prior to the expiration of the Trust Agreement to extend the period if necessary. (2) In the event that the Real Estate on Trust is disposed of prior to the expiration of the trust period set forth in clause (1) at the request of the beneficiaries of this trust, this trust is deemed to expire upon the completion of the registration of the transfer of title to the Real Estate on Trust to a purchaser. ARTICLE 3 [BENEFICIARIES] (1) The Beneficiaries under this Trust Agreement shall be classified as Primary Beneficiary of Trust, Beneficiary of Trust and Beneficiary of Trust Benefit, and shall be set forth in paragraph 2 of Attachment 2. (2) The Settlor may additionally designate or change a beneficiary with the approval of the Trustee. ARTICLE 4 [TRUST PROPERTY] The property of the trust shall be the profit and other equivalent matters arising from the operation of money belonging to the trust property. This includes the property comprising the Real Estate on Trust or its physical replacement, lease deposit acquired and stored by the Trustee, disposition proceeds of the Real Estate on Trust, and the gain arising from the disposition. ARTICLE 5 [PROFIT OF TRUST] The profit of trust shall be the lease payments and other similar payments from the Real Estate on Trust. ARTICLE 6 [BENEFICIARY CERTIFICATES] (1) At the request of the Settlor, the Trustee shall issue Beneficiary Certificates to the Settlor as evidence of this Trust Agreement. 129039	Hanaro Telecom Hanaro Telecom, Inc. ( Communications Services ) As referenced in this Real Estate Collateral Trust Agreement: Hanaro Telecom, Inc – 4.30 [English Translation] Real Estate Collateral Trust No. 03-021 REAL ESTATE COLLATERAL TRUST AGREEMENT MARCH 20, 2003 {TABLE} {S} {C} ---------------------------------------------------------- Settlor Hanaro Telecom, Inc . ---------------------------------------------------------- Trustee Korea Real Estate Investment Trust Co., Ltd. ---------------------------------------------------------- {/TABLE} {PAGE} REAL ESTATE COLLATERAL TRUST AGREEMENT Hanaro Telecom Inc. (hereinafter referred to as _____________ Hanaro Telecom Inc – 2003 {TABLE} {S} {C} ---------------------------------------------------------- Settlor Hanaro Telecom, Inc. ---------------------------------------------------------- Trustee Korea Real Estate Investment Trust Co., Ltd. ---------------------------------------------------------- {/TABLE} {PAGE} REAL ESTATE COLLATERAL TRUST AGREEMENT Hanaro Telecom Inc . (hereinafter referred to as the "Settlor") hereby enters into this Real Estate Collateral Trust Agreement (hereinafter referred to as the "Trust Agreement") _____________ Hanaro Telecom, Inc – are drafted and a copy is given to each Trustee and Settlor. March 20, 2003 10 {PAGE} SETTLOR: [SEAL AFFIXED] Name (trade name): Hanaro Telecom, Inc ., CEO: Shin, Yun-sik Resident registration number (corporate registration number): 110111-1466659 Address (place of business): 1445-3 Seocho-dong, Seocho-gu, _____________ Hanaro Telecom, Inc – registration number) ---------------------------------------------------------------------------------- Address (place of business) 39 Da-dong, Jung-gu, Seoul ---------------------------------------------------------------------------------- {/TABLE} B. Beneficiary of Trust {TABLE} -------------------------------------------------------------------------------- {S} {C} Name (Trade name) Hanaro Telecom, Inc . -------------------------------------------------------------------------------- Resident registration number (corporate 110111-1466659 registration number) -------------------------------------------------------------------------------- Address (place of business) 1445-3, Seocho-dong, Seocho-gu, Seoul -------------------------------------------------------------------------------- {/TABLE} C. Beneficiary _____________ Hanaro Telecom, Inc – Address (place of business) 1445-3, Seocho-dong, Seocho-gu, Seoul -------------------------------------------------------------------------------- {/TABLE} C. Beneficiary of Trust Benefit {TABLE} -------------------------------------------------------------------------------- {S} {C} Name (Trade name) Hanaro Telecom, Inc . -------------------------------------------------------------------------------- Resident registration number (corporate 110111-1466659 registration number) -------------------------------------------------------------------------------- Address (place of business) 1445-3, Seocho-dong, Seocho-gu, Seoul -------------------------------------------------------------------------------- {/TABLE} 3. DEBTOR _____________ dt 276573 ;	Korea Real Estate Investment Trust Co., Ltd.
Preview Full Doc	2003	Share Purchase Agreement Share Purchase Agreement (201K) Doc #366557: Click preview link for longer preview. SHARE PURCHASE AGREEMENT By and Among Hanaro Telecom, Inc. and TriGem Computer, Inc. Naray & Company Inc. Naray D&C, Inc. TriGem Ventures, Inc. TriGem InfoNet, Inc. Solvit Media Inc. TG Information Consulting, Inc. AI Leaders, Inc. Dated as of December 30, 2002 {PAGE} SHARE PURCHASE AGREEMENT SHARE PURCHASE AGREEMENT, dated as of December 30, 2002, by and among Hanaro Telecom, Inc., a chusik-hoesa duly organized and existing under the Laws of Korea ("Hanaro"), and the shareholders of the Company named on Schedule I hereto (each such shareholder, a "Selling Shareholder" and collectively, the "Selling Shareholders"). Hanaro and each Selling Shareholder may hereinafter be referred to from time to time as a "party" in their individual capacities and as "parties" collectively. WHEREAS, the Selling Shareholders own the number of shares of Common Stock (as defined below) set forth next to each Selling Shareholder's name in Schedule II, representing in the aggregate approximately 40.51 percent of the existing issued and outstanding Common Stock on a fully-diluted basis; WHEREAS, the parties have determined to enter into this Agreement pursuant to which Hanaro has agreed to purchase from the Selling Shareholders, and the Selling Shareholders have agreed to sell to Hanaro, all of the Transferred Shares in exchange for Hanaro Convertible Bonds, pursuant to the terms and conditions set forth herein; and WHEREAS, the parties desire to make certain representations, warranties, covenants and agreements in connection with the transactions contemplated by this Agreement. NOW THEREFORE, in consideration of the representations, warranties, and covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows. ARTICLE I DEFINITIONS 1.1 Certain Definitions. As used in this Agreement, the following capitalized terms shall have the following meanings: "ABS Program" means any asset backed securitzation program involving any Company Party. "Active Subscribers" means, as of the end of each calendar month, identification numbers ("ID 4") held by the subscribers of the Company's broadband internet access services calculated in accordance with the criteria set forth in Exhibit B. As of November 30, 2002, the number of Active Subscribers is 1,090,996. "Affiliate" of any Person means any other Person that directly, or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such first Person. "Agreement" means this Share Purchase Agreement, including all Exhibits and Schedules hereto, as the same may be amended from time to time in accordance with the provisions hereof. {PAGE} "Assets" means, with respect to any Person, all properties and assets, real and personal, tangible and intangible, of every type and description, whether owned or leased or otherwise possessed, used, or held for use in such Person's business, including contract rights, Licenses, Intangible Property and, in the case of Company Parties, the Material Contracts. "Audited Financial Statements" means the audited consolidated balance sheets and income statements, and statements of shareholders' equity and cash flows, including the notes thereto, as of the end of and for the year ended December 31, 2001 for the Company and its subsidiaries. "Balance Sheet" means the audited consolidated balance sheet of the Company and its subsidiaries as of December 31, 2001 included in the 2001 Audited Financials. "Basket Amount" has the meaning set forth in Section 7.2(a). "Business Combination" means (i) a merger, consolidation, amalgamation, share exchange, recapitalization (involving a business combination) or similar business combination transaction involving the Company or a Subsidiary of the Company, (ii) any sale of all or a substantial portion of the assets of any Company Party, (iii) an acquisition by any of the Company Parties (individually or together with co-investors) of Control or thirty percent (30%) or more of the shares of any other Entity, or (iv) an acquisition by any of the Company Parties of all or a substantial portion of the assets of any other Entity. "Business Day" means any day, other than a Saturday, Sunday or a day on which banking institutions in Korea are authorized or obligated by Law or executive order to close. "Capital Reduction" means the capital reduction of the Company effectuated as of December 27, 2002 whereby two (2) out of three (3) outstanding shares of Common Stock of the Company were redeemed and cancelled without consideration. "Charter Documents" means, with respect to any Entity, the articles of incorporation, operating regulations of the board of directors and operation regulations of the audit committee of such Entity. "Closing Dates" means the First Closing Date and the Second Closing Date. "Closings" means the First Closing and the Second Closing. "Common Stock" means shares of the common stock of the Company, par value Won 2,500 per share. "Company" means Korea Thrunet Co., Ltd., a chusik-hoesa duly organized and existing under the Laws of Korea. "Company Intellectual Property" means the Owned Intellectual Property and the Licensed Intellectual Property. 2 {PAGE} "Company Parties" means the Company and its Subsidiaries. "Company Real Property" means all real property now or hereafter owned or operated by, or leased to, any Company Party, all improvements located on any such real property (including without limitation, buildings, storage facilities, telecommunications facilities that are considered fixtures and other fixtures), and all rights and interests appurtenant to the foregoing (including easements, rights of way and similar rights and interests). "Company Reports" has the meaning set forth in Section 4.9(a). "Contract" means any binding agreement, contract, commitment, indenture, lease, license, instrument, note, bond, security, joint venture agreement, letter of intent, undertaking, promise, covenant, arrangement or understanding, whether written or oral. "Control" means the possession, directly or indirectly, of the power to direct or cause the direction of the affairs or management of a Person through the ownership of voting securities or otherwise, including, without limitation, having the power to elect a majority of the board of directors or other governing body of such Person, and "Controlling" and "Controlled" have correlative meanings. "Convertible Bond Subscription Agreement" means a convertible bond subscription agreement to be entered into by and between Hanaro and the Selling Shareholders for the issue and sale by Hanaro, and the subscription and purchase by the Selling Shareholders, of the Hanaro Convertible Bonds. "Copyrights" has the meaning set forth in the definition of "Intellectual Property." "Disclosure Schedule" means the Selling Shareholders' disclosure schedule in English dated as of the First Closing Date, to be attached hereto as Schedule III. "Employee Benefit Plans" means any plan, program, arrangement, agreement or commitment which is a deferred compensation agreement, or an executive compensation, incentive bonus or other bonus, employee pension, profit-sharing, savings, retirement, stock option, stock purchase, stock appreciation rights, severance pay, vacation pay, scholarships or reimbursements, sick leave, life, health, disability or accident insurance plan, corporate-owned or key-man life insurance, or other employee or retiree benefit 366557	Hanaro Telecom Hanaro Telecom, Inc. ( Communications Services ) As referenced in this Share Purchase Agreement: Hanaro Telecom, Inc – {DOCUMENT} {TYPE}EX-99.B {SEQUENCE}4 {FILENAME}u98328exv99wb.txt {DESCRIPTION}SHARE PURCHASE AGREEMENT DATED DEC 30,2002 {TEXT} {PAGE} EXHIBIT B SHARE PURCHASE AGREEMENT By and Among Hanaro Telecom, Inc . and TriGem Computer, Inc. Naray & Company Inc. Naray D&C, Inc. TriGem Ventures, Inc. TriGem InfoNet, Inc. Solvit Media Inc. TG Information Consulting, Inc. AI Leaders, Inc. Dated as _____________ Hanaro Telecom, Inc – Inc. TG Information Consulting, Inc. AI Leaders, Inc. Dated as of December 30, 2002 {PAGE} SHARE PURCHASE AGREEMENT SHARE PURCHASE AGREEMENT, dated as of December 30, 2002, by and among Hanaro Telecom, Inc ., a chusik-hoesa duly organized and existing under the Laws of Korea ("Hanaro"), and the shareholders of the Company named on Schedule I hereto (each such shareholder, a "Selling _____________ Hanaro Telecom, Inc – shall be in writing, shall be effective upon receipt and shall be delivered personally or by an internationally recognized express courier or sent by facsimile as follows: If to Hanaro: Hanaro Telecom, Inc . Kukje Electronics Center Bldg., 24th Floor Seocho-dong 1445-3, Seocho-ku Seoul, Korea 137-728 Telephone: 82-2-6266-4550 Facsimile: 82-2-6266-2549 Attention: Mr. Kyounglim _____________ HANARO TELECOM, INC – deliver the Convertible Bond Subscription Agreement. [SIGNATURE PAGE FOLLOWS] 52 {PAGE} IN WITNESS WHEREOF, the parties hereto have executed this Share Purchase Agreement as of the date first above written. HANARO TELECOM, INC . By /s/Yun-Sik Shin --------------------------------------- Name: Yun-Sik Shin Title: Representative Director TRIGEM COMPUTER, INC. By /s/Hong Soon Lee ---------------------------------------- Name: Hong Soon Lee Title: Representative Director NARAY & COMPANY, _____________ dt 1543437 ;	Korea Thrunet Korea Thrunet Co., Ltd. ( Communications Services ) As referenced in this Share Purchase Agreement: Korea Thrunet Co. – Date. "Closings" means the First Closing and the Second Closing. "Common Stock" means shares of the common stock of the Company, par value Won 2,500 per share. "Company" means Korea Thrunet Co. , Ltd., a chusik-hoesa duly organized and existing under the Laws of Korea. "Company Intellectual Property" means the Owned Intellectual Property and the Licensed Intellectual Property. 2 {PAGE} "Company _____________ dt 1398281
Preview Full Doc	2003	Share Purchase Agreement Share Purchase Agreement (201K) Doc #415879: Click preview link for longer preview. SHARE PURCHASE AGREEMENT By and Among Hanaro Telecom, Inc. and TriGem Computer, Inc. Naray & Company Inc. Naray D&C, Inc. TriGem Ventures, Inc. TriGem InfoNet, Inc. Solvit Media Inc. TG Information Consulting, Inc. . . . 415879	Hanaro Telecom Hanaro Telecom, Inc. ( Communications Services ) As referenced in this Share Purchase Agreement: Hanaro Telecom, Inc – {DOCUMENT} {TYPE}EX-99.B {SEQUENCE}4 {FILENAME}u98328exv99wb.txt {DESCRIPTION}SHARE PURCHASE AGREEMENT DATED DEC 30,2002 {TEXT} {PAGE} EXHIBIT B SHARE PURCHASE AGREEMENT By and Among Hanaro Telecom, Inc . and TriGem Computer, Inc. Naray & Company Inc. Naray D&C, Inc. TriGem Ventures, Inc. TriGem InfoNet, Inc. Solvit Media Inc. TG Information Consulting, Inc. AI Leaders, Inc. Dated as _____________ Hanaro Telecom, Inc – Inc. TG Information Consulting, Inc. AI Leaders, Inc. Dated as of December 30, 2002 {PAGE} SHARE PURCHASE AGREEMENT SHARE PURCHASE AGREEMENT, dated as of December 30, 2002, by and among Hanaro Telecom, Inc ., a chusik-hoesa duly organized and existing under the Laws of Korea ("Hanaro"), and the shareholders of the Company named on Schedule I hereto (each such shareholder, a "Selling _____________ Hanaro Telecom, Inc – shall be in writing, shall be effective upon receipt and shall be delivered personally or by an internationally recognized express courier or sent by facsimile as follows: If to Hanaro: Hanaro Telecom, Inc . Kukje Electronics Center Bldg., 24th Floor Seocho-dong 1445-3, Seocho-ku Seoul, Korea 137-728 Telephone: 82-2-6266-4550 Facsimile: 82-2-6266-2549 Attention: Mr. Kyounglim _____________ HANARO TELECOM, INC – deliver the Convertible Bond Subscription Agreement. [SIGNATURE PAGE FOLLOWS] 52 {PAGE} IN WITNESS WHEREOF, the parties hereto have executed this Share Purchase Agreement as of the date first above written. HANARO TELECOM, INC . By /s/Yun-Sik Shin --------------------------------------- Name: Yun-Sik Shin Title: Representative Director TRIGEM COMPUTER, INC. By /s/Hong Soon Lee ---------------------------------------- Name: Hong Soon Lee Title: Representative Director NARAY & COMPANY, _____________ dt 1543441 ;	Korea Thrunet Korea Thrunet Co., Ltd. ( Communications Services ) As referenced in this Share Purchase Agreement: Korea Thrunet Co. – Date. "Closings" means the First Closing and the Second Closing. "Common Stock" means shares of the common stock of the Company, par value Won 2,500 per share. "Company" means Korea Thrunet Co. , Ltd., a chusik-hoesa duly organized and existing under the Laws of Korea. "Company Intellectual Property" means the Owned Intellectual Property and the Licensed Intellectual Property. 2 {PAGE} "Company _____________ dt 1398285
Preview Full Doc	2003	Shareholders' Agreement Shareholders' Agreement (145K) Doc #415777: Click preview link for longer preview. SHAREHOLDERS' AGREEMENT dated as of November 13, 2003 by and among AIF II NT, LTD. AOF NT, LTD. NEWBRIDGE ASIA HT, L.P., EACH OF THE ADDITIONAL SHAREHOLDERS NAMED ON SCHEDULE I and EACH OF THE LIMITED PARTNERS NAMED ON . . . 415777	Hanaro Telecom Hanaro Telecom, Inc. ( Communications Services ) As referenced in this Shareholders' Agreement: Hanaro Telecom, Inc – to from time to time as a "Party" in their individual capacity and as "Parties" collectively. R E C I T A L S WHEREAS, as of September 9, 2003, Hanaro Telecom, Inc . (together with any successor thereto, the "Company"), AIF II, AOF Parent (as defined below), Newbridge and the Additional Shareholders entered into an Investment Agreement (the "Investment Agreement") pursuant to _____________ Hanaro Telecom, Inc – By: ------------------------- Name: Title: ACKNOWLEDGED AND AGREED: [SPONSORS] {PAGE} Shares of Common Stock/Limited Partnership Transferor New Shareholder Interests Transferred --------------------- ---------------------- ------------------------------ {PAGE} EXHIBIT B FORM OF IRREVOCABLE PROXY The undersigned shareholder of Hanaro Telecom, Inc ., a chusik-hoesa duly organized and existing under the laws of Korea (the "Company"), hereby irrevocably appoints each of AIF II NT, Ltd. and AOF, Ltd. (together, acting jointly, " _____________ Hanaro Telecom, Inc – the "Sponsors"). WHEREAS, each of the Shareholders (as defined in the Shareholders' Agreement) entered into an Investment Agreement, dated as of September 9, 2003 by and among the Shareholders and Hanaro Telecom, Inc . (the "Company"), pursuant to which the Shareholders agreed to purchase from the Company and the Company agreed to issue and sell to the Shareholders 182,812,500 shares of _____________ dt 1543439 ; AIG American International Group Inc. ( Property & Casualty Insurance ) As referenced in this Shareholders' Agreement: American International Group, Inc – AIF II, AOF, Newbridge or any other Limited Partnership, provided, further (i) that any successor fund of AIF II Parent or AOF Parent that is managed by a subsidiary of American International Group, Inc ., shall be deemed an Affiliate of AIF II or AOF, as the case may be, and (ii) that any successor fund of Newbridge Parent that is managed by an _____________ dt 1483322 ;	Cleary Gottlieb Cleary, Gottlieb, Steen & Hamilton ( Legal ) As referenced in this Shareholders' Agreement: Cleary, Gottlieb – the address or number set forth below each Shareholder's name on Schedule I and each Limited Partner's name on Schedule II, with a copy to: Neil Q. Whoriskey Cleary, Gottlieb , Steen & Hamilton 39th Floor, Bank of China Tower One Garden Road Hong Kong, China Telephone: (852) 2521-4122 Facsimile: (852) 2845-9026 Young Man Huh Kim & Chang 2F, Northgate _____________ dt 1401688
Preview Full Doc	2003	Terms of Convertible Bonds Terms of Convertible Bonds (138K) Doc #366558: Click preview link for longer preview. TERMS OF CONVERTIBLE BONDS Subject to applicable Korean regulations, the main TERMS OF CB1S terms of the CB1s are as follows: o The aggregate face value of CB1s shall be KRW 43 billion. o CB1s can be converted into common shares of Hanaro at a price of KRW 5,000 per Hanaro share. The conversion can be made at any time starting . . . 366558	Hanaro Telecom Hanaro Telecom, Inc. ( Communications Services ) As referenced in this Terms of Convertible Bonds: Hanaro Telecom, Inc – warranties, covenants and indemnification to be included in the Convertible Bond Subscription Agreement between Hanaro and the Selling Shareholders. 2 {PAGE} EXHIBIT C CONVERTIBLE BONDS SUBSCRIPTION AGREEMENT By and Among Hanaro Telecom, Inc . and TriGem Computer, Inc. Naray & Company Inc. Naray D&C, Inc. TriGem Ventures, Inc. TriGem InfoNet, Inc. Solvit Media Inc. TG Information Consulting, Inc. AI Leaders, Inc. Dated as _____________ Hanaro Telecom, Inc – Inc. AI Leaders, Inc. Dated as of December 30, 2002 {PAGE} CONVERTIBLE BONDS SUBSCRIPTION AGREEMENT CONVERTIBLE BONDS SUBSCRIPTION AGREEMENT (the "Agreement"), dated as of December 30, 2002, by and among Hanaro Telecom, Inc ., a chusik-hoesa duly organized and existing under the Laws of Korea ("Hanaro"), and the parties named on Schedule I hereto (each such party, a "Subscriber" and collectively, the " _____________ Hanaro Telecom, Inc – shall be in writing, shall be effective upon receipt and shall be delivered personally or by an internationally recognized express courier or sent by facsimile as follows: If to Hanaro: Hanaro Telecom, Inc . Kukje Electronics Center Bldg., 24th Floor Seocho-dong 1445-3, Seocho-ku Seoul, Korea 137-728 Telephone: 82-2-6266-4550 Facsimile: 82-2-6266-2549 Attention: Mr. Kyounglim _____________ HANARO TELECOM, INC – made a part hereof. 15 {PAGE} [SIGNATURE PAGE FOLLOWS] 16 {PAGE} IN WITNESS WHEREOF, the Parties have executed this Convertible Bonds Subscription Agreement as of the date first above written. HANARO TELECOM, INC . By /s/Yun-Sik Shin ------------------------------------- Name: Yun-Sik Shin Title: Representative Director TRIGEM COMPUTER, INC. By /s/Hong Soon Lee ------------------------------------- Name: Hong Soon Lee Title: Representative Director NARAY & COMPANY, _____________ HANARO TELECOM, INC – be filed with the Financial Supervisory Commission in accordance with the Securities and Exchange Act. 1 {PAGE} EXHIBIT A Form of Bond On the front: Denomination Certificate No. KRW [] 00000 HANARO TELECOM, INC* . (INCORPORATED WITH LIMITED LIABILITY IN KOREA) KRW FORTY-THREE BILLION (43,000,000,000) ZERO COUPON CONVERTIBLE SERIES 22-1 BONDS DUE [18 MONTHS FROM DATE OF ISSUANCE], 2004 _____________ dt 1007635 ;	Korea Thrunet Korea Thrunet Co., Ltd. ( Communications Services ) As referenced in this Terms of Convertible Bonds: Korea Thrunet Co. – Purchase Agreement") pursuant to which Hanaro has agreed to purchase from the Subscribers, and the Subscribers have agreed to sell to Hanaro, all of the shares of common stock of Korea Thrunet Co. , Ltd., a chusik-hoesa duly organized and existing under the Laws of Korea ("Thrunet"), held by the Subscribers (all defined terms contained in this Agreement shall have the meanings _____________ dt 1398282
Preview Full Doc	2003	Warrant Purchase Agreement Warrant Purchase Agreement (17K) Doc #366559: Click preview link for longer preview. WARRANT PURCHASE AGREEMENT THIS WARRANT PURCHASE AGREEMENT (this "AGREEMENT") is made and entered into as of December 30, 2002, by and between SB Thrunet Pte Ltd., a Singapore corporation ("SELLER"), and Hanaro Telecom, Inc., a Korean corporation ("PURCHASER"). RECITAL WHEREAS, Purchaser and certain shareholders ("SELLING SHAREHOLDERS") of Korea Thrunet Co., Ltd., a Korean corporation (the "COMPANY"), entered into a Share Purchase Agreement dated December 30, 2002 (the "SHARE PURCHASE AGREEMENT"), pursuant to which Purchaser has agreed to purchase from Selling Shareholders, and Selling Shareholders have agreed to sell to Purchaser, all of the shares of common stock of the Company held by Selling Shareholders; and WHEREAS, in connection with the transactions contemplated under the Share Purchase Agreement, on the terms and subject to the conditions contained herein, Purchaser desires to purchase from Seller, and Seller desires to sell to Purchaser, warrants to subscribe for (i) an aggregate of 17,370,892 shares (as adjusted) of common stock of the Company, as represented by Series 17 Warrant, Certificates Nos. 1 to 10, and (ii) an aggregate of 8,685,446 shares (as adjusted) of the Company's common stock, as represented by Series 18 Warrant, Certificate No. 1 (collectively, the "WARRANTS"). AGREEMENT NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and conditions contained herein, the parties to this Agreement hereby agree as follows: 1. PURCHASE AND SALE OF THE WARRANTS. At the Closing (as defined in Section 2 below), on the terms and subject to the conditions contained herein, Purchaser shall purchase the Warrants from Seller, and Seller shall sell the Warrants to Purchaser. The purchase price for the Warrants (the "PURCHASE PRICE") shall be Two Million U.S. Dollars (US$2,000,000). 2. THE CLOSING. 2.1 The Closing. The closing of the purchase and sale of the Warrants as contemplated hereby (the "CLOSING") shall take place on the date of the Second Closing under the Share Purchase Agreement, which is contemplated to take place occur on or about February 7, 2003 (the "CLOSING DATE"), at the offices of Shin & Kim. Purchaser shall make commercially reasonable efforts to effect the First and Second Closings under the Share Purchase Agreement on or prior to February 7, 2003. {PAGE} 2.2 Closing Deliveries. The following deliveries shall be made by the parties at the Closing: (a) Delivery of Certificates for the Warrants. Seller shall deliver to Purchaser the original certificates representing the Warrants. (b) Delivery of Purchase Price. Purchaser shall deliver the Purchase Price to Seller by wire transfer of immediately available funds to an account specified by Seller at least two (2) business days prior to the Closing. 366559	Hanaro Telecom Hanaro Telecom, Inc. ( Communications Services ) As referenced in this Warrant Purchase Agreement: Hanaro Telecom, Inc – PURCHASE AGREEMENT THIS WARRANT PURCHASE AGREEMENT (this "AGREEMENT") is made and entered into as of December 30, 2002, by and between SB Thrunet Pte Ltd., a Singapore corporation ("SELLER"), and Hanaro Telecom, Inc ., a Korean corporation ("PURCHASER"). RECITAL WHEREAS, Purchaser and certain shareholders ("SELLING SHAREHOLDERS") of Korea Thrunet Co., Ltd., a Korean corporation (the "COMPANY"), entered into a Share Purchase Agreement dated _____________ Hanaro Telecom, Inc – Pte Ltd. c/o SOFTBANK Corp. 24-1, Nihonbashi-Hakozakicho Chuo-ku, Tokyo 103-8501 Japan Facsimile No.: 81-3-3537-8272 Attn: Mr. David Lee If to Purchaser, to: Hanaro Telecom, Inc . Kukje Electronics Center Bldg., 24th Floor Seocho-dong 1445-3 Seocho-gu, Seoul 137-728 Korea Facsimile No.: 82-2-6266-2549 Attn: Mr. Kyounglim Yun, Executive Director Any _____________ HANARO TELECOM, INC – and entered into as of the date and year first above written. "SELLER": SB THRUNET PTE LTD., a Singapore corporation By: /s/David Lee ------------------------- Name: David Lee Title: Director "PURCHASER": HANARO TELECOM, INC ., a Korean corporation By: /s/Yun-Sik Shin ------------------------------ Name: Yun-Sik Shin Title: Representative Director {/TEXT} {/DOCUMENT} _____________ dt 1543438 ; Korea Thrunet Korea Thrunet Co., Ltd. ( Communications Services ) As referenced in this Warrant Purchase Agreement: Korea Thrunet Co. – 30, 2002, by and between SB Thrunet Pte Ltd., a Singapore corporation ("SELLER"), and Hanaro Telecom, Inc., a Korean corporation ("PURCHASER"). RECITAL WHEREAS, Purchaser and certain shareholders ("SELLING SHAREHOLDERS") of Korea Thrunet Co. , Ltd., a Korean corporation (the "COMPANY"), entered into a Share Purchase Agreement dated December 30, 2002 (the "SHARE PURCHASE AGREEMENT"), pursuant to which Purchaser has agreed to purchase from _____________ dt 1398283 ;	Softbank Softbank Corp. ( Software & Programming ) As referenced in this Warrant Purchase Agreement: SOFTBANK Corp. – which must be confirmed) or by first class, registered or certified mail, postage prepaid, to the following addresses: 4 {PAGE} If to Seller, to: SB Thrunet Pte Ltd. c/o SOFTBANK Corp. 24-1, Nihonbashi-Hakozakicho Chuo-ku, Tokyo 103-8501 Japan Facsimile No.: 81-3-3537-8272 Attn: Mr. David Lee If to Purchaser, to: Hanaro Telecom, Inc. Kukje Electronics _____________ dt 1372245
Preview Full Doc	2003	Warrant Purchase Agreement Warrant Purchase Agreement (17K) Doc #415881: Click preview link for longer preview. WARRANT PURCHASE AGREEMENT THIS WARRANT PURCHASE AGREEMENT (this "AGREEMENT") is made and entered into as of December 30, 2002, by and between SB Thrunet Pte Ltd., a Singapore corporation ("SELLER"), and Hanaro Telecom, Inc., a Korean corporation ("PURCHASER"). RECITAL WHEREAS, Purchaser and certain shareholders ("SELLING SHAREHOLDERS") of Korea Thrunet Co., Ltd., a Korean corporation (the "COMPANY"), entered into a Share Purchase Agreement dated . . . 415881	Hanaro Telecom Hanaro Telecom, Inc. ( Communications Services ) As referenced in this Warrant Purchase Agreement: Hanaro Telecom, Inc – PURCHASE AGREEMENT THIS WARRANT PURCHASE AGREEMENT (this "AGREEMENT") is made and entered into as of December 30, 2002, by and between SB Thrunet Pte Ltd., a Singapore corporation ("SELLER"), and Hanaro Telecom, Inc ., a Korean corporation ("PURCHASER"). RECITAL WHEREAS, Purchaser and certain shareholders ("SELLING SHAREHOLDERS") of Korea Thrunet Co., Ltd., a Korean corporation (the "COMPANY"), entered into a Share Purchase Agreement dated _____________ Hanaro Telecom, Inc – Pte Ltd. c/o SOFTBANK Corp. 24-1, Nihonbashi-Hakozakicho Chuo-ku, Tokyo 103-8501 Japan Facsimile No.: 81-3-3537-8272 Attn: Mr. David Lee If to Purchaser, to: Hanaro Telecom, Inc . Kukje Electronics Center Bldg., 24th Floor Seocho-dong 1445-3 Seocho-gu, Seoul 137-728 Korea Facsimile No.: 82-2-6266-2549 Attn: Mr. Kyounglim Yun, Executive Director Any _____________ HANARO TELECOM, INC – and entered into as of the date and year first above written. "SELLER": SB THRUNET PTE LTD., a Singapore corporation By: /s/David Lee ------------------------- Name: David Lee Title: Director "PURCHASER": HANARO TELECOM, INC ., a Korean corporation By: /s/Yun-Sik Shin ------------------------------ Name: Yun-Sik Shin Title: Representative Director {/TEXT} {/DOCUMENT} _____________ dt 1543443 ; Korea Thrunet Korea Thrunet Co., Ltd. ( Communications Services ) As referenced in this Warrant Purchase Agreement: Korea Thrunet Co. – 30, 2002, by and between SB Thrunet Pte Ltd., a Singapore corporation ("SELLER"), and Hanaro Telecom, Inc., a Korean corporation ("PURCHASER"). RECITAL WHEREAS, Purchaser and certain shareholders ("SELLING SHAREHOLDERS") of Korea Thrunet Co. , Ltd., a Korean corporation (the "COMPANY"), entered into a Share Purchase Agreement dated December 30, 2002 (the "SHARE PURCHASE AGREEMENT"), pursuant to which Purchaser has agreed to purchase from _____________ dt 1398287 ;	Softbank Softbank Corp. ( Software & Programming ) As referenced in this Warrant Purchase Agreement: SOFTBANK Corp. – which must be confirmed) or by first class, registered or certified mail, postage prepaid, to the following addresses: 4 {PAGE} If to Seller, to: SB Thrunet Pte Ltd. c/o SOFTBANK Corp. 24-1, Nihonbashi-Hakozakicho Chuo-ku, Tokyo 103-8501 Japan Facsimile No.: 81-3-3537-8272 Attn: Mr. David Lee If to Purchaser, to: Hanaro Telecom, Inc. Kukje Electronics _____________ dt 1372246

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