INTERBANK EXPORT LOAN AGREEMENT

Between

[Name of the Borrower]

as Borrower

and

THE 0 0 0 BANK OF KOREA

as Lender

dated as of [] , 20[]

 CONTENTS

Section Page
Section 1. Definitions and Interpretation ····················································· 1

Section 2. The Line of Credit ····································································5

Section 3. Eligible Transaction and Loan ···················································· 6

Section 4. Interest; Default Interest, Etc. ····················································· 6

Section 5. Conditions Precedent ······························································· 9

Section 6. Disbursement ······································································ 10

Section 7. Repayment and Prepayment ····················································· 13

Section 8. Place of Payment, etc. ···························································· 14

Section 9. Representations and Warranties ················································· 15

Section 10. Covenants ········································································· 17

Section 11. Events of Default ································································· 18

Section 12. Governing Law, Jurisdiction, and Process Agent ···························· 21

Section 13. Miscellaneous ···································································· 22

Exhibit A LOAN APPLICATION ··························································· 26

Exhibit B LOAN APPROVAL ······························································· 28

Exhibit C REQUEST FOR DISBURSEMENT ··········································· 30

Exhibit D CERTIFICATE OF AUTHORITY ·············································· 31

Exhibit E OPINION OF COUNSEL TO THE BORROWER ··························· 32

Exhibit F ACCEPTANCE LETTER OF PROCESS AGENT ··························· 35

 INTERBANK EXPORT LOAN AGREEMENT

THIS INTERBANK EXPORT LOAN AGREEMENT (the "Agreement") made and

entered into as of the [•] day of [•] , 20[•] by and between :

[Name of the Borrower] (the "Borrower"), a financial institution duly organized and
existing under the laws of [Borrower’s Country] with its registered head office at [•] and;

The Export-Import Bank of Korea (the "Eximbank"), a bank duly organized and
existing under the Export-Import Bank of Korea Act of the Republic of Korea with its
registered head office at 16-1 Yoido-dong, Youngdungpo-gu, Seoul, Korea

WITNESSETH:

WHEREAS, the Borrower has requested the Eximbank to extend to the Borrower a
long-term line of credit in the maximum amount of [•] United States Dollars (US$ [•])
for the Borrower to finance the purchase by the Purchaser (as defined in Subsection 1.1)
of the Goods and Services (as defined in Subsection 1.1) and subject to the terms and
conditions of this Agreement, the Eximbank has agreed to extend the requested line of
credit to the Borrower.

NOW, THEREFORE, the Borrower and the Eximbank agree as follows:

Section 1. Definitions and Interpretation

1.1 Definitions. The following terms, unless the context otherwise requires, have the
meanings set forth below whenever used in this Agreement including the Exhibits
hereto:

"Availability Period" means the period commencing on the date hereof and
terminating on the earlier of (i) [•], 20[•] ([Twenty-four (24) months] from the date
hereof) or such later date as may be agreed upon between the Borrower and the
Eximbank and (ii) the date on which the Line of Credit is cancelled in accordance with
the terms and conditions of this Agreement.

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 "Banking Day" means a day on which banks are open for business in New York.

"Commitment Fee" means the commitment fee payable by the Borrower to the
Eximbank in accordance with Subsection 4.6.

"Contract" means a contract (to be) made between the Supplier and the Purchaser
for the purchase of the Goods and Services..

“Default Interest” means the default interest payable by the Borrower to the
Eximbank in accordance with Subsection 4.5.

"Disbursement" means each disbursement of a Loan made in accordance with the

provisions of this Agreement or the principal amount of such disbursement, as the
context may require.

“Disbursement Documents” means with respect to each Disbursement, the copy of

the commercial invoice, bill of lading and/or statement of performance, which the
Supplier is required to submit to, or receive from, the Purchaser in order to obtain
payment under the Contract.

“Disbursement Period” means the period set forth in Subsection 6.1.

"Eligible Transaction" means the transaction which is appropriate to be financed

under the Line of Credit and satisfies the conditions set forth in Subsection 3.1.

"Event of Default" means any of the events specified in Subsection 11.1

"Exposure Fee" means the exposure fee payable by the Borrower to the Eximbank in
accordance with Subsection 4.7.

"Goods and Services" means (i) the goods which are of Korean origin or manufacture
and/or services rendered by Korean Person, purchased by the Purchaser from the Supplier
and payment for which are financed by the Line of Credit and (ii) in case the transaction
includes the goods manufactured in or shipped from countries other than Korea and/or the
services rendered by one other than Korean Person, such goods and/or services for which
the Eximbank gives prior written consent to be financed under the Line of Credit.

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 “Indebtedness” means any obligation for the payment or repayment of money,
whether present or future.

"Interest Period" means each period ascertained in accordance with Subsection 4.3.

"Interest Rate" means the interest rate applicable to the Loan disbursed and shall be
ascertained in accordance with Subsection 4.1.

"Korea" means the Republic of Korea.

"Line of Credit" means the long-term interbank export line of credit to be made
available in favor of the Borrower under this Agreement to be utilized for the Borrower
to finance purchase by the Purchaser of the Goods and Services

"Loan" means (i) the aggregate principal amount approved by the Eximbank for each
Eligible Transaction or, as the case may be, (ii) the aggregate principal amount
advanced for each Eligible Transaction and outstanding from time to time.

"Loan Application" means a written application duly completed by the Borrower in

the form of Exhibit A, to facilitate the Line of Credit for each Eligible Transaction.

"Loan Approval" means a written approval by the Eximbank of the Loan

Application, in the form of Exhibit B, by which the Eximbank approves a Loan for each
Eligible Transaction.

“Person” means any individual, corporation, partnership, association, joint stock

company, trust, unincorporated organization, government, any agency or political
subdivision thereof (in each case whether or not having a separate, legal personality or
any two or more of the foregoing)

“Potential Event of Default” means any event or circumstances which would, with
giving of notice, lapse of time, the making of a determination or any combination
thereof, become an Event of Default.

"Process Agent" means the Person who has been appointed by the Borrower as its
agent in accordance with Subsection 12.3 and accepted the appointment.

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 "Purchaser" means a buyer who purchases the Goods and Services from the Supplier.

"Repayment Date" means each of the consecutive dates occurring semi-annually

from and including the date which shall occur after [•] months from the earlier of (i) the
date of the last Disbursement of each Loan and (ii) the last date of Disbursement Period
determined in accordance with Subsection 6.1.

"Repayment Period" means the period from the earlier of (i) the date of the last
Disbursement of each Loan and (ii) the last date of the Disbursement Period to the date
designated as the final repayment date of the Loan in the Loan Approval of the each
Eligible Transaction.

"Request for Disbursement" means a written request of the Borrower, in the form of
Exhibit C, to disburse all or a part of a Loan.

"Supplier" means a supplier of the Goods and Services.

“Tax” means all taxes of every kind, charges (including stamp charges) and
withholdings, levies, imposts, duties, fees, and deductions, which are at the date of
execution of this Agreement or thereafter imposed, levied, collected, withheld or
assessed by any government, subdivision, or other taxing jurisdiction or authority (other
than taxing jurisdiction or authority of or in Korea), together with all interest, additions
to tax, penalties and similar add-ons payable with respect thereto.

"U.S. Dollars" or "US$" means the lawful currency of the United States of America
from time to time.

1.2 Interpretation.

(a) In this Agreement:

(i) The table of contents and the headings of Sections and Subsections are
inserted for convenience of reference only and shall have no effect on the
interpretation of any provision of this Agreement.
(ii) References to an Section, Subsection or Exhibit will be construed as

4
 references to an Section, Subsection or Exhibit of this Agreement.
(iii) References to agreements, contracts or documents are to such agreements,
contracts or documents as the same may be amended, varied, novated or
supplemented from time to time.
(iv) Words indicating the singular will include the plural and vice versa where the
context requires.
(v) Reference to a number of days shall refer to a calendar day unless Banking
Day is otherwise specified.

(b) No provision of this Agreement shall be interpreted for or against any party herein
by reason that said party or its legal representative drafted all or any portion hereof.

(c) The Exhibits shall form an integral part hereof.

Section 2. The Line of Credit

2.1 Amount. Subject to the provisions of this Agreement, the Eximbank hereby
establishes the Line of Credit in the amount of [•] U.S. Dollars (US$ [•]) in favor of the
Borrower.

2.2 Revolving Line of Credit. The Borrower may borrow, prepay or repay, and re-
borrow Loans from the Line of Credit in accordance with this Agreement during the
Availability Period, unless the aggregate of (i) the Loans approved and not disbursed
and (ii) the Loans disbursed and outstanding exceed the amount of the Line of Credit
specified in Subsection 2.1.

2.3 Purpose. The proceeds of the Loan shall be used exclusively for financing the
purchase of the Goods and Services by the Purchaser from the Supplier.

2.4 Termination of the Line of Credit. The Line of Credit shall be available only for
the Availability Period. No Loan Application will be approved by the Eximbank after
the last day of the Availability Period, unless the Eximbank consents in writing to
extend it.

5
 Section 3. Eligible Transaction and Loan

3.1 Eligible Transaction. Any transaction to be financed by the Line of Credit shall,
unless otherwise expressly agreed by the Eximbank, satisfy the following conditions:

(a) The Purchaser shall purchase Goods and Services from the Supplier.

(b) Prior to shipment of Goods and/or rendering of Services, the Supplier shall receive
from the Purchaser an advance payment (the "Advance Payment") of at least fifteen
percent (15%) of the contract price of the Goods and Services, exclusive of any
discounts, allowances, rebates, or commissions (the "Contract Price").

3.2 Loan Amount. The amount of the Loan to be approved by the Eximbank for each
Eligible Transaction shall not exceed one hundred percent (100%) of the balance of the
Contract Price of the Goods and Services after deduction of the Advance Payment.

3.3 Loan Application and Approval. In order for the Borrower to utilize a Loan, the
Borrower shall submit a duly executed Loan Application to the Eximbank. If the
Eximbank approves the Loan, the Eximbank will notify the Borrower of the Loan
Approval.

Section 4. Interest; Default Interest, Etc.

4.1 Interest Rate. The rate of interest applicable under this Agreement shall be
Commercial Interest Reference Rates, a fixed rate under the Agreement on Guidelines
for Officially Supported Export Credits of the Organization for Economic Cooperation
and Development (the “CIRR”), applicable as of the date of the Eximbank's receipt of
the Borrower's Loan Application for each Eligible Transaction.

4.2 Interest Payment Date. The Borrower shall pay interest on each Loan advanced
and outstanding from time to time in arrears on the last date of each Interest Period
ascertained in accordance with Subsection 4.3 with regard to each Loan.

4.3 Interest Periods.

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 (a) Before the First Repayment Date : The Interest Periods shall be the periods
commencing on the date of the initial Disbursement and ending on the date [•] months
thereafter and, from then on, the six-month periods shall commence on the last day of
the immediately preceding Interest Period. However, the first Interest Period with
respect to each Disbursement other than the initial Disbursement shall commence on the
date on which such subsequent Disbursement is made and end on the last day of then
current Interest Period of the initial Disbursement.

(b) On and After the First Repayment Date : In the event that any Interest Period
determined in accordance with paragraph (a) above would otherwise extend beyond the
first Repayment Date, such Interest Period shall instead end on the first Repayment Date
and, thereafter, the Interest Period shall be the period commencing on the Repayment
Date and ending on the immediately subsequent Repayment Date.

(c) Notwithstanding paragraph (b) hereof, the last Interest Period which would
otherwise end on a non-Banking Day shall instead end on the next following Banking
Day.

4.4 Computation of Interest. The interest shall accrue from and including the
respective dates on which Disbursements are made to but excluding the last day of then
current Interest Period, and, thereafter, from and including the first day of subsequent
Interest Period to but excluding the last day of such Interest Period. The interest shall be
computed on the basis of the actual number of days elapsed and a year of three hundred
and sixty (360) days.

4.5 Default Interest. If any amount of principal of a Loan, interest thereon,

Commitment Fees, Exposure Fees, or other sums to be paid by the Borrower to the
Eximbank under this Agreement is not paid in full when due (whether at its stated
maturity, by acceleration, or otherwise), the Borrower shall pay default interest on the
unpaid amount for the period from and including the date when the said amount was
due until but excluding the date when actual payment thereof is made in full at the rate
of [•] percent ([•] %) per annum above the Interest Rate of the Loan (the “Default
Interest”). The Default Interest shall be computed on the basis of the actual number of
days elapsed and a year of three hundred and sixty (360) days.

7
4.6 Commitment Fee. The Borrower shall pay to the Eximbank a commitment fee of
[•] percent ([•] %) per annum (the “Commitment Fee”). The Commitment Fee shall be
payable in arrears on each Interest payment date on the daily undisbursed and
uncancelled portion of each Loan from time to time outstanding. The Commitment Fee
shall begin to accrue from and including the date [•] days from the date of the Loan
Approval and shall be computed on the basis of the actual number of days elapsed and a
year of three hundred and sixty(360) days.

4.7 Exposure Fee.

(a) The Borrower shall pay to the Eximbank the exposure fee (the “Exposure Fee”) in
accordance with this Subsection 4.7. The rate and/or the amount of the Exposure Fee in
Paragraph (b) below shall be determined by the Eximbank as of the date of the
Eximbank's receipt of the Borrower's Loan Application in consideration of the
Disbursement Period, the Repayment Period of the Loan, the Borrower's credit
worthiness and the credit risk of the Borrower's country.

(b) The Borrower, in the Loan Application, shall select one method out of the
following three as the applicable paying method of the Exposure Fee for each Loan.

(i) Method 1 By partial amount calculated at a certain rate on the principal

amount of each Loan disbursed and then outstanding, in arrears, on the last
day of each Interest Period of the Loan. Subsections 4.3 and 4.4 shall be
applied in calculating such Exposure Fee, mutatis mutandis.

(ii) Method 2 By lump-sum amount calculated at a certain rate on the aggregate

amount of the Loan approved, on or prior to the date of the initial
Disbursement of each Loan.

(iii) Method 3 By lump-sum amount calculated at a certain rate on the amount of

each Disbursement of each Loan, on or prior to the date of each
Disbursement.

(c) The Exposure Fee having been paid shall not be refunded for any reason
whatsoever.

8
4.8 Expenses.

(a) The Borrower shall, whether any Disbursement is made or not, reimburse the
Eximbank on demand for all reasonable costs, charges, and expenses, including legal
fees of counsel and all of out-of-pocket expenses such as translation, accommodation
and travel expenses, incurred by the Eximbank in connection with the preparation,
execution or amendment of this Agreement.

(b) The Borrower shall reimburse the Eximbank on demand for all reasonable costs
and expenses, including but not limited to legal fees of counsel, incurred by the
Eximbank (i) in demanding, suing for or seeking to recover any sums due under this
Agreement and/or (ii) enforcing, preserving or perfecting any right of the Eximbank
under this Agreement from and after the occurrence of an Event of Default or a
Potential Event of Default.
(c) The Eximbank shall provide the Borrower with a reasonably detailed statement of
costs and expenses to be reimbursed by the Borrower. Such statement shall, in the
absence of manifest error, be conclusive evidence as to the amount to be reimbursed to
the Eximbank.

Section 5. Conditions Precedent

5.1 Conditions Precedent to the first Loan Approval . Prior to and as conditions
precedent to the first Loan Approval hereunder, the following documents and evidence
certified by a duly authorized officer of the Borrower as being true, complete, and up-
to-date shall have been received by the Eximbank in form and substance satisfactory to
the Eximbank:

(a) Articles of Incorporation. A certified copy of the articles of incorporation of the

Borrower;

(b) Board Resolutions of the Borrower. Certified copies of the resolutions of the
board of directors of the Borrower resolved in accordance with the articles of
incorporation of the Borrower and in conformity with applicable legislation and/or
regulation authorizing and approving the Borrower to enter into this Agreement;
(c) Certificate of Authority. A certificate of authority substantially in the form of

9
Exhibit D;

(d) Legal Opinion. An opinion of a legal counsel in [Borrower's country] substantially

in the form of Exhibit E; and

(e) Acceptance Letter of Process Agent. A letter substantially in the form of Exhibit
F as an evidence that the Process Agent specified in Subsection 12.3 has accepted its
appointment as an agent of the Borrower for service of process.

5.2 Conditions Precedent to Each Disbursement. As conditions precedent to each

Disbursement under each Loan Approval including the initial Disbursement under the
first Loan Approval, each of the following conditions shall be satisfied as of the date of
each Disbursement:
(a) No Default. Neither an Event of Default nor a Potential Event of Default shall
exist as of the date of each Disbursement;

(b) Continuing Representation. All the representations and warranties made by the
Borrower in or in connection with this Agreement shall remain true and accurate in all
material respects on and as of the date of each Disbursement; and

(c) Continuing Effectiveness. All of the documents, instruments, evidence, contracts,

authorizations and actions referred to in this Subsection 5.1 above are in full force and
effect as of the date of each Disbursement or, if any change has occurred, the Eximbank
has received supplementary evidence and signature with respect thereto in form and
substance satisfactory to the Eximbank.

Section 6. Disbursement

6.1 Disbursement Period. Disbursement under each Loan shall be made within []
months from the date of the relevant Loan Approval unless the Eximbank consents in
writing to extend such period beyond [•] months.

6.2 Disbursement Procedures. Upon the Eximbank's Loan Approval referred to in

Subsection 3.3 and satisfaction of all the conditions precedent set forth in Subsection
5.1 and 5.2 above, Disbursement under each Loan Approval shall be made in one of the

10
following procedures.

6.2.1 Letter of Credit Procedure.

(a) An irrevocable letter of credit (the "Letter of Credit") shall be opened by the
Borrower or other authorized bank acceptable to the Eximbank, in favor of the Supplier,
and shall be advised through the Eximbank. The negotiation under the Letter of Credit
shall be restricted to either the Eximbank or a commercial bank located in Korea
acceptable to the Eximbank (the "Commercial Bank"). Each Letter of Credit shall be
issued in form and substance acceptable to the Eximbank, and shall be subject to the
Uniform Customs and Practice for Documentary Credits (1993 Revision, International
Chamber of Commerce Publication No. 500 or such later revision as may be adopted by
International Chamber of Commerce), and shall bear the following clause :

"This Letter of Credit is issued pursuant to the Eximbank Loan in the amount of [•]
United States Dollars (US$ [•] (Loan Number [•]) under the Interbank Export Loan
Agreement dated [•] , 20[•] between [Name of the Borrower] and The Export-Import
Bank of Korea. The negotiation under this Letter of Credit shall be restricted to either
the Eximbank or a commercial bank located in Korea acceptable to the Eximbank."

(b) The Eximbank or the Commercial Bank will make payment to the Supplier upon
confirmation that the shipping documents have been received in good order as required
for drawing under the Letter of Credit. If payment is made by the Commercial Bank, the
Eximbank will reimburse the Commercial Bank upon presentation of the documents
required under the Letter of Credit.

6.2.2 Direct Payment Procedure.

(a) The Borrower may request the Eximbank to make a disbursement directly to the
Supplier by sending the Request for Disbursement substantially in the form of Exhibit
C. The Request for Disbursement under this procedure shall be submitted to the
Eximbank by tested telex or by SWIFT within [•] days after the Supplier dispatches
relevant shipping documents or Supplier's claim to the Borrower.

(b) Within [•] Banking Days after the receipt by the Eximbank of the Request for

11
Disbursement and the Disbursement Documents in form and substance satisfactory to
the Eximbank and in conformity with the requirements of this Agreement, the
Eximbank shall pay the requested amount directly to the Supplier, which payment shall
constitute a Disbursement hereunder as of the date of such payment.

6.2.3 Reimbursement Procedure.

(a) The Borrower may request the Eximbank to make a Disbursement to the
Borrower by sending the Request for Disbursement substantially in the form of Exhibit
C. The Request for Disbursement under this procedure shall be submitted to the
Eximbank within [•] days after the Borrower or the Purchaser make a payment to the
Supplier all or any portion of Contract Price of the Goods and Services which are
eligible for financing under this Agreement.

(b) Within [•] Banking Days after the receipt by the Eximbank of the Request for
Disbursement, the Disbursement Documents in form and substance satisfactory to the Eximbank
and in conformity with the requirements of this Agreement and the evidence of payment related
thereto such as acknowledgement of receipt by the Supplier, the Eximbank shall pay the requested
amount to the account of the Borrower with a bank designated by the Borrower, which payment
shall constitute a Disbursement hereunder as of the date of such payment.

6.3 Binding Effect. Each Disbursement of a Loan under Subsection 6.2 as from the date
of such Disbursement shall constitute a legal, valid and binding obligation upon the
Borrower, repayable in accordance with the terms of this Agreement.

6.4 Notice of Disbursement. Upon each Disbursement made hereunder, the Eximbank
shall notify the Borrower of the date and amount of such Disbursement by sending a
notice to the Borrower. Such notice shall, in the absence of any manifest error, be
conclusive evidence and binding on the Borrower as to the date and amount of the
Disbursement of the Loan concerned.

6.5 No Liability. The Eximbank shall not be liable for any act or omission of the
Borrower, the opening bank of the Letter of Credit, the Commercial Bank, the
Purchaser, or the Supplier in connection with the issuance or confirmation of, or
payments under, any Letter of Credit or Request for Disbursement.

12
 Section 7. Repayment and Prepayment

7.1 Determination of Repayment Period. The Repayment Period for each Loan shall
be reasonably determined by the Eximbank in consideration of the characteristics of the
transaction such as the size of the Contract Price and the life of the Goods and Services.

7.2 Repayment of Each Loan. The Borrower shall repay each Loan in equal or
approximately equal consecutive semi-annual installments on each Repayment Date of
the Loan, provided that the last installment shall be in the amount necessary to repay in
full the Loan then outstanding. Each such installment shall be due and payable on each
Repayment Date.

7.3 Prepayment.

(a) Upon giving not less than [•] days prior written notice to the Eximbank, the
Borrower may from time to time prepay all or any portion of a Loan together with all
interest accrued to the date of prepayment on the amount prepaid and any other amount
then payable under this Agreement.

(b) The amount of any partial prepayment shall be equal to the amount of an
installment for repayment of the Loan or an integral multiple thereof. Such prepayment
shall be applied to installments of the Loan in the inverse order of maturity.

(c) The Borrower shall, simultaneously with any prepayment made under this Section
7.3, pay a prepayment premium of [•] percent ([•] %) of the amount of principal to be
prepaid.

(d) The notice of prepayment shall specify the amount to be prepaid and the date of
prepayment which shall be a Banking Day. Such notice shall be effective only if
received by the Eximbank and once it is received by the Eximbank it shall be
irrevocable. In addition, once the date for any prepayment has been notified such date
shall be deemed as the due date for the principal and the interest thereon to be paid and
should the Borrower fail to pay any such principal and/or interest on such date, the
Borrower shall be in default pursuant to Section 11 of this Agreement.

13
 Section 8. Place of Payment, etc.

8.1 Place of Payment. All payments to be made by the Borrower under this Agreement shall
be made in immediately available and freely transferable funds to the account of the
Eximbank with [Name and Address of the Bank](Account Number : [•]) , or to such other
account as the Eximbank may designate to the Borrower in writing not less than [•] days prior
to the due date for any payment hereunder.

8.2 Dollar Transaction. The payment of all amounts due under this Agreement shall be
made in U.S. Dollars. The payment in U.S. Dollars is of the essence of this Agreement,
and such obligations shall not be discharged by any amount paid in another currency,
whether pursuant to a judgment or otherwise, to the extent that the amount so paid on
prompt conversion to U.S. Dollars under normal banking procedures does not yield the
amount of U.S. Dollars due hereunder.

8.3 Payment on non-Banking Day. If any sum payable under this Agreement is to be
made on a day which is not a Banking Day, such sum shall become due on the next
following Banking Day and interest and Exposure Fee thereon, if any, shall be adjusted
accordingly.

8.4 Application of Payments. In respect of a Loan a payment and prepayment to be

made by the Borrower to the Eximbank under this Agreement shall be applied in the
following order of priority:

(i) to payment of Commitment Fees and Exposure Fees then due and payable
which are accrued on the Loan;
(ii) to payment of the Default Interest on the Loan then due and payable;
(iii) to payment of interest on the Loan then due and payable;
(iv) to repayment of principal of the Loan then due and payable;
(v) to prepayment, in inverse order of maturity, of principal of the Loan then
outstanding;
(vi) to payment of all other amounts then due and payable which are incurred in
respect of the Loan and not specified in this Subsection 8.4; and
(vii) to payment of other amounts then due and payable in respect of the other
Loans in the same order of priority as specified hereinabove. Provided,
however, that, where the Eximbank determines in its sole discretion it is

14
 necessary to change the above application order for its efficient Loan
management purpose, the Eximbank may apply the insufficient amount so
received toward the items from (i) to (vi) above in the order as the Eximbank
considers appropriate.

8.5 Payments to be Free and Clear. Any and all sums payable by the Borrower under
this Agreement shall be paid in full without set-off or counterclaim or any restriction or
condition, and free and clear of any Tax, levy, imposts, charges or other deductions or
withholdings of any nature.

8.6 Grossing-up of Payments. If the Borrower or any other Person is required by any
law or regulation to make any deduction or withholding (on account of tax or otherwise)
from any payment under this Agreement, the Borrower shall, together with such
payment, pay such additional amount as will ensure that the Eximbank receives the full
amount which it would have received if no such deduction or withholding had been
required.

8.7 Banking Charges, Etc. The Borrower shall pay or cause to be paid all banking
charges or fees, if any, incurred in connection with (i) the Disbursements hereunder and
(ii) the payment, repayment or prepayment of principal, interest, Commitment Fee,
Exposure Fee or any other amount due to the Eximbank under this Agreement.

Section 9. Representations and Warranties

The Borrower hereby represents and warrants to the Eximbank as follows:

9.1 Status and Power. The Borrower (i) is a financial institution duly organized and
validly existing under the laws of [Borrower's country], (ii) is a legal entity capable of
being sued in its own name, and (iii) has full power and authority to incur and repay all
Indebtedness to be incurred by it with respect to each Loan under this Agreement and to
perform and observe the terms and conditions hereof.

9.2 Authorization of Borrowing. The Borrower has taken all necessary action and
procedures to authorize the execution and delivery of this Agreement and all other
documents or agreements required hereunder, and the performance and observance of

15
the terms and conditions hereof and thereof.

9.3 Governmental Approvals. All necessary governmental authorizations,

registrations, approvals and other acts have been obtained for the execution, delivery
and performance of this Agreement, and all other documents or agreements required
hereunder or thereunder and there does not exist any legal or administrative impediment
to the Borrower incurring and repaying its Indebtedness with respect to any Loan
hereunder.

9.4 Enforceability and Proper Legal Form. This Agreement constitutes the legal, valid,
and binding obligations of the Borrower and enforceable in accordance with its terms.
This Agreement is in proper legal form under the laws of the Borrower’s country for
enforcement in the courts of the Borrower’s country.

9.5 Ranking. The obligations of the Borrower under this Agreement are or will be
direct and unconditional general obligations of the Borrower and rank and will rank in
priority of payment at least pari passu with all other unsecured Indebtedness of the
Borrower except as may be preferred by operation of law.

9.6 No Default. Neither the Borrower nor any of its branches or subsidiaries is in
default under any agreement or obligation to which it is a party or by which it or any of
its properties or assets is bound, which might have a material adverse effect on the
Borrower's operations or financial condition.

9.7 No Legal Proceedings. There are no legal actions or proceedings pending or, as far
as is known to the Borrower, threatened before any court or governmental agency which
would materially and adversely affect (i) the financial condition or operations of the
Borrower; (ii) the Borrower’s ability to perform its obligation under this Agreement; or
(iii) the legality, validity or binding effect of any of this Agreement.

9.8 No Contravention. The execution, delivery and performance of this Agreement and
all instruments or agreements required herein will not (i) violate or contravene any law,
by-law, regulation or any other constitutive document which is applicable to the
Borrower, (ii) constitute a default or an event that would constitute a default under any
agreement or instrument to which the Borrower is a party, and (iii) violate or contravene

16
any judgment, injunction, order or decree binding upon the Borrower or any of its
property.

9.9 Commercial Acts. The Borrower is subject to civil and commercial law with
respect to its obligations under this Agreement and the Borrower's execution and
delivery of this Agreement as well as the Borrower's performance of its obligations
hereunder constitutes private and commercial acts rather than governmental or public
acts.

9.10 Information. All information provided by the Borrower to the Eximbank before

the date of this Agreement:

(i) were true in all material respects as of the date thereof;

(ii) did not omit any information which, if disclosed, might materially and
adversely affect the decision of a person considering whether to enter into
this Agreement; and
(iii) as at the date of this Agreement, nothing has occurred since such information
was provided to the Eximbank which renders the information contained in it
untrue or misleading in any material respect and which, if disclosed, might
materially and adversely affect the decision of a person considering whether
to enter into this Agreement.

9.11 Continuing Representations and Warranties. The representations and warranties

of the Borrower made in this Agreement shall be continuing representations and
warranties, shall survive the execution of this Agreement and shall be deemed to be
repeated by the Borrower on the date of each Request for Disbursement by reference to
the facts then existing.

Section 10. Covenants

The Borrower hereby covenants and agrees that, until all amounts payable to the
Eximbank under this Agreement have been paid in full, it shall perform the following
obligations:

17
10.1 Maintaining Corporate Existence. The Borrower shall maintain its corporate
existence and all related rights and powers in good standing and shall conduct its
business without substantial change in the scope or nature of its existing business or
operations and in accordance with sound banking practice and all applicable laws and
regulations.

10.2 Punctual Performance of Obligations. The Borrower shall pay all Indebtedness
when due and perform all obligations under this Agreement, and any other agreement to
which the Borrower is a party, and pay all taxes and governmental charges imposed on
it or any of its branches or subsidiaries when due.

10.3 Maintenance of Governmental Approvals. The Borrower shall maintain in full

force and effect all governmental approvals obtained in connection with this Agreement,
and all other documents or agreements required hereunder or thereunder and obtain any
other governmental approval which is or may become necessary or appropriate for the
performance and enforceability of the foregoing agreements or documents.

10.4 Notice of Default. The Borrower shall promptly give written notice to the
Eximbank of each event that constitutes an Event of Default or a Potential Event of
Default and each other event that has or might have a materially adverse effect on the
Borrower's ability to perform its obligations under this Agreement.

Section 11. Events of Default

11.1 Events of Default. Each of the following events or occurrences shall constitute an
Event of Default under this Agreement:

(a) The Borrower fails to pay any amount of principal, interest, or any other amount
payable under this Agreement on the date when such amount is due in accordance with
the provisions of this Agreement, and such failure to pay shall continue for a period of
[•] days (the Default Interest shall accrue during such [•] days period pursuant to
Subsection 4.5 above).

(b) The Borrower fails to perform or comply with any terms, conditions, covenants or
provisions set forth in this Agreement, exclusive of any events specified as Event of

18
Default in this Subsection, which failure remains unremedied for a period of [•] days
after the Eximbank shall have given the Borrower a written notice thereof.

(c) Any representation, warranty, or statement made herein or made by the Borrower in
any certificate, document or statement, financial or otherwise, delivered under or in
connection with this Agreement proves to have been incorrect or misleading in any
material respect when made or deemed to have been made and, if capable of being
cured, shall not have been corrected to the satisfaction of the Eximbank within [] days
after receipt by the Borrower of a written notice from the Eximbank requiring to cure it.

(d) The Borrower becomes voluntarily or involuntarily dissolved, liquidated, bankrupt,

or insolvent.

(e) The Borrower (i) generally stops payment of its debt when due or generally enters
into a moratorium or (ii) commences negotiations with any one or more of its creditors
with a view to the general readjustment or rescheduling of its Indebtedness.

(f) The Borrower fails to discharge when due (whether at its stated maturity, by
acceleration, or otherwise), any of its (i) payment obligation to the Eximbank under any
other agreement in any amount or (ii) Indebtedness payable under any other agreement
or instrument in an amount greater than [•] U.S. Dollars (US$ [•] ) (or the equivalent
thereof in any other currency), or any such amount has, prior to the stated maturity
thereof, become due and payable as a result of a default thereunder.

(g) A writ of attachment or execution or similar process is issued against a substantial

part of the assets of the Borrower which remains undismissed, unbonded, or
undischarged for a period of [•] days.

(h) Any governmental authorization, approval, license, permit, consent, exemption, or

undertaking issued in connection with this Agreement or any other documents required
hereunder or thereunder is revoked or terminated or is modified in any manner
unacceptable to the Eximbank.

(i) Any change occurs in the financial condition of the Borrower which, in the opinion
of the Eximbank, would materially and adversely affect the Borrower's ability to
perform its obligations under this Agreement.

19
 (j) There occurs such an adverse change of circumstances affecting the Borrower,
including but not limited to any action by any governmental authority having
jurisdiction so to act to nationalize or seize the assets of, or to dissolve the Borrower or
to suspend or regulate its operations or to limit the transfer of foreign exchange by the
Borrower, which, in the opinion of the Eximbank, would materially and adversely affect
the Borrower's ability to perform its obligations under this Agreement.

(k) It is or becomes unlawful for the Borrower to perform any of its obligations under
this Agreement.

[(l) Borrower’s country ceases to be a member in good standing of the International

Monetary Fund]

11.2 Consequences of Default.

(a) If any Event of Default or Potential Event of Default shall occur and be
continuing, the Eximbank may, at its option, and by written notice to the Borrower, (i)
suspend further Disbursement regardless whether a Request for Disbursement is
received by the Eximbank or not, (ii) cancel the undisbursed portion of the Eximbank's
commitment to lend funds under this Agreement or under any Loan Approval, and/or
(iii) declare immediately due and payable all the Loans then outstanding under this
Agreement, together in each case with interest accrued thereon at the rate specified in
Subsection 4.1 or, as the case may be, Subsection 4.5, and all other amounts payable
hereunder, and upon such declaration the same shall become due and payable
immediately without presentment, demand, protest or other notice of any kind, all of
which are hereby expressly waived by the Borrower.

(b) Upon the occurrence and during the continuance of any Event of Default or
Potential Event of Default, the Eximbank is hereby authorized, to the fullest extent
permitted by law, to set off and apply any and all deposits at any time held and other
obligations at any time owing by the Eximbank to or for the credit or the account of the
Borrower against any and all of the obligations of the Borrower existing under this
Agreement, irrespective of whether the Eximbank shall have made any demand under
this Agreement, and without presentment, protest or notice of any other kind to the

20
Borrower, all of which are expressly waived, although such obligations may not have
been matured.

(c) Provided, however, and subject to Section 13.6 of this Agreement, that if, at any
time after an Event of Default or Potential Event of Default has occurred and before the
Eximbank has made such a declaration, such Event of Default or Potential Event of
Default has been waived by the Eximbank in writing or remedied to the satisfaction of
the Eximbank, such Event of Default or Potential Event of Default will no longer be an
Event of Default or Potential Event of Default and will be deemed to have never
occurred and the Eximbank will not thereafter be entitled to make any such declaration
as mentioned above in respect of such Event of Default or Potential Event of Default.

Section 12. Governing Law, Jurisdiction, and Process Agent

12.1 Governing Law. This Agreement shall be governed by and construed in

accordance with the laws of [Name of the Country].

12.2 Jurisdiction.

(a) The Borrower agrees that any legal action or proceeding arising out of or relating
to this Agreement may be brought by the Eximbank in the courts of [] court of [] and
by executing and delivery of this Agreement, the Borrower for itself and in respect of its
property hereby irrevocably, generally and unconditionally accepts and submits to the
non-exclusive jurisdiction of such courts in respect of any such action or proceeding.

(b) The foregoing provisions of this Subsection shall not limit the right of the
Eximbank to bring any such action or proceeding in [Borrower’s Country] or in any
other courts of appropriate jurisdiction.

(c) The Borrower hereby irrevocably:

(i) waives any objection which it may have at any time to the laying of venue of
any legal action or proceedings brought in any such court;
(ii) waives and agrees not to plead or claim in any such court that such legal
action or proceedings have been brought in an inconvenient forum; and

21
 (iii) further waives the right to object with respect to any such legal action or
proceeding that such courts do not have jurisdiction over such party.

(d) Both the Borrower and the Eximbank hereby waive, to the fullest extent permitted
by law, any and all rights to trial by a jury in any legal action or proceeding arising out
of or relating to this Agreement or the transactions contemplated hereby.

12.3 Service of Process and Acknowledgement. The Borrower irrevocably appoints

[Name and Address of the Process Agent] as its agent to receive for and on its behalf
and in respect for its property service of legal process, summons, notices and documents
which may be served in any action or proceeding brought in [the State of New York, in
state or federal court], with respect to this Agreement and agrees that the failure of such
agent to give any advice or notice of any such service of process to the Borrower shall
not impair or affect the validity of such service or of any judgment based thereon. So
long as the Borrower has any obligation under this Agreement, the Borrower shall
maintain a duly appointed agent for the service of process and if it fails to maintain such
an agent, any such process may be served by mailing a copy thereof by registered,
postage prepaid mail addressed to the Borrower. Nothing herein provided shall affect
the right of the Eximbank giving service of process to the Borrower in any other manner
permitted by applicable law.

Section 13. Miscellaneous

13.1 Documents and Information. The Borrower shall provide the Eximbank with (i)
a certified true copy of Borrower's annual financial statements audited by an
independent accountant or accounting firm or, if appropriate, an audited annual report,
not later than [] days after the close of each fiscal year, and (ii) any other document or
report reasonably requested by the Eximbank, until such time as the sums owed to the
Eximbank under this Agreement are fully paid.

13.2 Entire Agreement. This Agreement constitutes the entire obligation of the parties
hereto and supersedes any prior expressions of intent or understandings with respect to
this transaction.

22
13.3 Severability. If any one or more of the provisions contained in this Agreement or
any document executed in connection herewith shall be invalid, illegal, or
unenforceable in any respect under any applicable law, the validity, legality, and
enforceability of the remaining provisions contained herein shall not in any way be
affected or impaired thereby.

13.4 Amendment. Any amendment of this Agreement shall be in writing and shall be
signed by duly authorized representatives of both parties hereto.

13.5 Assignment. The Borrower shall have no right to assign or transfer any of its
rights or obligations under this Agreement without prior written consent of the
Eximbank. The Eximbank may assign or transfer, with prior notice to the Borrower, all
or any portion of the Loan and its rights, benefits and obligations under this Agreement.

13.6 Non-Waiver. No failure or delay on the part of the Eximbank to exercise any right
provided for in this Agreement shall affect its right to require performance of such
provision, nor shall any single or partial exercise of any such right preclude any further
exercise thereof, unless and until such performance has been waived in writing by the
Eximbank.

13.7 Waiver of Immunity. The Borrower irrevocably waives all immunity to which it,
its properties or assets may be or become entitled on the ground of sovereignty or
otherwise, from set-off, legal proceedings, attachment (prior to judgment, other
attachment), or execution in any action or proceeding arising out of or relating to this
Agreement.

13.8 Cumulative Rights. The rights of and remedies for the Eximbank provided for in
this Agreement are cumulative and not exclusive of any other rights or remedies which
the Eximbank may otherwise have.

13.9 Disclaimer. Any claim the Borrower may have against a Purchaser, a Supplier or
any other party arising under or in relation to any of the Contracts of the transactions
approved by the Eximbank hereunder shall have no effect on the obligation of the
Borrower to make the payments required by this Agreement and shall not be used as a
defense against, or set-off or counterclaim to such obligation.

23
13.10 Communications.

(a) Except as otherwise provided herein, any notice, demand, or other

communications to be given hereunder shall be in writing and shall be (i) personally
delivered, (ii) delivered by postage prepaid registered airmail, or (iii) transmitted by
telex, by facsimile or by SWIFT to the parties at the addresses, telex numbers, facsimile
numbers, or SWIFT numbers set forth below or such other addresses, telex numbers,
facsimile numbers, or SWIFT numbers as the addressee has by prior written notice
specified to the other party.

To the Borrower

Address : [•]
Telex : [•]
Facsimile : [•]
SWIFT : [•]

To the Eximbank

Address : [•]
Telex : [•]
Facsimile : [•]
SWIFT : [•]

(b) Except as otherwise specified herein, all notices, demands, and other
communications shall be deemed to have been duly given on (i) the date of receipt if
delivered personally, (ii) [•] days after the date of mailing if sent by airmail, (iii) the
date of transmission with confirmed answerback or its equivalent if transmitted by telex
or by SWIFT, or (iv) the date of transmission if transmitted by facsimile, whichever
shall first occur.

(c) All notices, demands, or other communications hereunder and any other documents
required to be delivered hereunder shall be in the English language or accompanied by a
certified translation thereof into the English language.

24
13.11 Counterpart. This Agreement may be executed in any number of counterparts.
Any single counterpart or a set of counterparts signed, in either case, by both parties
hereto shall constitute a full and original agreement for all purposes.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be

executed in duplicate by their respective duly authorized representatives as of the date
first above written.

For and on behalf of For and on behalf of

[BORROWER] The Export-Import Bank of Korea

By __________________ By __________________
Name : [•] Name : [•]
Title : [•] Title : [•]

25
 [Exhibit A]

[Letterhead of the Borrower]

LOAN APPLICATION
[DATE]
To : The Export-Import Bank of Korea
[Address]

Attention : [•] Department

Gentlemen :

Loan Application is hereby made pursuant to Subsection 3.3 of the Interbank Export
Loan Agreement, dated as of [•], 20[•], between the Eximbank and [Name of the
Borrower]. Details of the transaction are as follows:

1. Supplier
Name : [•]
Address : [•]
Telephone : [•]
Facsimile : [•]

2. Purchaser
Name : [•]
Address : [•]
Telephone : [•]
Facsimile : [•]

3. Goods and Services to be financed:

(*specify in reasonable detail)

4. Contract Price: US$ [•]

5. Advance Payment: US$ [•]

6. Eximbank Loan Amount: US$ [•]

26
7. Payment Method of Exposure Fee :
□ Method 1
□ Method 2
□ Method 3

8. Scheduled Shipment Date(s): [•], 20[•]

9. Disbursement Procedure(s): □ Letter of Credit Procedure

□ Direct Payment Procedure
□ Reimbursement Procedure

10. Repayment Period of the Loan: [•] ([•] ) year(s)

This Loan Application shall be subject to the terms and conditions of the referred
Interbank Export Loan Agreement.

The undersigned hereby agrees to provide the Eximbank, upon the Eximbank's request,
with any document which is in the possession of the undersigned and which confirms
the details of the transaction given above.

For and on behalf of

[BORROWER]

By_______________________

Name : [•]
Title : [•]

27
 [Exhibit B]

[Letterhead of the Eximbank]

LOAN APPROVAL
[DATE]

To : [Name and address of the Borrower]

____________________________
____________________________
_____________________________

Attention : [•]

Eximbank Loan Number : [•]

Eximbank Loan Amount : US$[•]
Loan Approval Date : [•], 20[•]

Gentlemen :

Reference is made to the Interbank Export Loan Agreement dated [•], 20[•], between
yourselves and the Export-Import Bank of Korea (the "Agreement").

Pursuant to Subsection 3.3 of the Agreement, the Eximbank hereby approves your Loan
Application dated [•], 20[•] under the terms and conditions of the Agreement and
subject to the following conditions :

1. Disbursements under the Loan shall not be made on or after (* date of one year after
the date of Loan Approval).

2. Disbursement Procedure shall be [•].

3. The applicable Interest Rate shall be : [•]

4. Repayment Period of the Loan is [•] years.

5. The Commitment Fee of [•] percent ([•] %) per annum on the daily undisbursed and

28
uncancelled portion of the Loan from time to time outstanding accrues from and
including [•], 20[•].

6. The applicable rate of the Exposure Fee / The amount of the Exposure Fee shall be :
[•]

For and on behalf of

The Export-Import Bank of Korea

By ____________________________

Name : [•]
Title : [•]

29
 [Exhibit C]

[Letterhead of the Borrower]

REQUEST FOR DISBURSEMENT

Date : [•]

To : The Export-Import Bank of Korea

[Address]

ATTN : [•] Department

FROM : [Name of the Borrower]

Test : [Test Key] For US$ [Amount] DD : [Date]

RE : Request for Disbursement under the Interbank Export Loan Agreement dated
as of [•], 20[•] between [Name of the Borrower] and the Eport-Import Bank
of Korea

With regard to the loan number [•] , and pursuant to subsection (6.2.2 OR 6.2.3, as the
case may be) of the referenced Agreement, [Name of the Borrower] hereby requests that
disbursement of the sum of United States Dollars [•] (US$ [•] ) be made:

To [Name of the Supplier] for and on behalf of [Name of the Borrower] (in case of
Direct Payment procedure); or

To the Account Number [•] OF [Name of the Borrower] at [Name of the Bank] (In
case of Reimbursement Procedure).

For and on behalf of

[BORROWER]

NAME : [•]
TITLE : [•]

30
 [Exhibit D]
[Letterhead of the Borrower]
CERTIFICATE OF AUTHORITY
[Date]
To : The Export-Import Bank of Korea
[Address]

Attention : [•] Department

Gentlemen:

With reference to the Interbank Export Loan Agreement dated [•], 20[•] (the
"Agreement") between The Export-Import Bank of Korea as the lender and [•] [Name of
the Borrower] (the "Borrower"), I, the undersigned, [•] [Title of the Borrower] , duly
authorized to do so, hereby certify that the following are the names, title and true specimen
signatures of the persons each of whom is duly authorized in the name and on behalf of the
Borrower to sign and deliver the Agreement, certificates, instruments, and any other
documents required under the Agreement:

Name and Title Specimen Signature

If any certification contained herein ceases to be true and correct at and as of any time
before the final Disbursement under the Agreement, the Borrower shall give the
Eximbank immediate notice to that effect.

IN WITNESS WHEREOF, this certificate has been executed as of [•], 20[•].

For and on behalf of

[BORROWER]

Name : [•]
Title : [•]

31
 [Exhibit E]

OPINION OF COUNSEL TO THE BORROWER

[Date]

The Export-Import Bank of Korea

[Address]

Re : The Interbank Export Loan Agreement dated as of [•], 20[•] between [Name of the
Borrower] and The Export-Import Bank of Korea

Dear Sirs:

In our capacity as counsel to [Name of the Borrower] (the "Borrower"), we have

examined the following documents relating to the Interbank Export Loan Agreement
dated [•], 20[•] (the "Agreement") between the Borrower and The Export-Import Bank
of Korea (the "Eximbank"):

(a) [original/faxed copy/copy] of the [executed copy of the] Agreement;

(b) certified copy of the Articles of Incorporation of the Borrower;
(c) [certified copy of the Resolution of the Board of Directors of the Borrower resolved
in accordance with the Articles of Incorporation of the Borrower authorizing and
approving the Borrower to execute the Agreement and authorizing and approving
the persons listed in the Certificate of Authority to execute the said documents on
behalf of the Borrower;]
(d) certified copy of the Certificate of Authority;
(e) a certificate of good standing of the Borrower from the state government of the
jurisdiction where the Borrower is incorporated; and
(f) such other documents which we have considered necessary or appropriate as a basis
for the opinions expressed herein.

The opinions expressed herein are limited to questions arising under the laws of
[Borrower's country], and we do not purport to express an opinion on any question
arising under the laws of any other jurisdiction.

32
All terms defined in the Agreement and used but not defined herein have the meanings
given to them in the Agreement.

Subject to the foregoing, it is our opinion that:

1. Power and Authority.  The Borrower is a corporation duly incorporated and validly
existing under the laws of [Borrower's country], and has the power and authority to own
its property, to conduct its business as currently conducted and to execute, deliver and
perform the Agreement.

2. Authorization.  The execution, delivery and performance by the Borrower of the

Agreement have been duly authorized by all necessary actions of the Borrower, and do
not contravene any law, rule or regulation of [Borrower's country].

3. Government Approvals. All governmental authorizations, approvals and consents of

[Borrower's country] which are necessary to authorize the execution, delivery and
performance of the Agreement have been obtained and are in full force and effect.

4. Enforceability. The Agreement has been duly executed and delivered by the
Borrower and constitutes the legal, valid and binding obligation of the Borrower
enforceable against the Borrower in accordance with their respective terms.

5. No Default. No event has occurred and is continuing that constitutes an Event of

Default or a Potential Event of Default under the Agreement or any other agreement to
which the Borrower is a party or by which it may be bound.

6. Legal Proceeding.  There are no actions or proceedings pending or, to my

knowledge, threatened, the adverse determination of which might have a materially
adverse effect on the financial condition of the Borrower or impair the ability of the
Borrower to perform its obligations under the Agreement.

7. No Immunity.  Neither the Borrower nor its property has any right of immunity on
grounds of sovereignty or otherwise from jurisdiction, attachment (before or after
judgment) or execution in respect of any action or proceeding arising out of or relating
to the Agreement.

33
8. No Stamp Duty, Tax or Other Charges.  No stamp duty, tax or other charges are
payable on or by reason of the execution and delivery by the Borrower of the
Agreement.
All sums payable by the Borrower under the Agreement will be made without any
deduction of or an account of any tax, levy, impost, duty, charge, fee, deduction or
withholding of whatsoever nature imposed by any taxing authority of the Borrower's
country.

9. Choice of Law.  The choice by the parties to the Agreement of the laws of [Name of
the Country] to govern the Agreement is legal, valid and binding.

10. Jurisdiction.  The Borrower has the power to submit, and pursuant to the
Agreement has legally, validly and irrevocably submitted, to the jurisdiction of the
federal or state courts sitting in [the State of New York, United States of America] in
respect of any action or proceeding arising out of or relating to the Agreement. In the
event that a judgment of such courts were obtained after service of process in the
manner specified in the Agreement, the same would be recognized and enforced by the
courts of [Borrower's country] without a further review on the merits, provided,
however, that (list of applicable conditions for the recognition and enforcement of a
foreign judgment in the Borrower's country).

Very truly yours,

_________________
[Name of Counsel]

34
 [Exhibit F]
[LETTERHEAD OF THE PROCESS AGENT]
ACCEPTANCE LETTER OF PROCESS AGENT

Date : [•], 20[•]

To : [Address and name of the Borrower]

Cc.: The Export-Import Bank of Korea

Attention: [•] Department

Dear Sirs:

Reference is made to the provisions of the Interbank Export Loan Agreement dated as of [•],
20[] (the "Agreement") between [Borrower] (the "Borrower") and The Export-Import
Bank of Korea as the lender, we, [Name of the Process Agent] located at [•], have been
irrevocably appointed as agent of the Borrower to receive, for and on behalf of the Borrower
the service of writ, process, summons, complaint, or any other documents relating to any
action or proceeding instituted in the State of New York with respect to the Agreement.

We hereby irrevocably accept such an appointment.

We agree that we will maintain an office in [•] at all times to and including [•], 20[•]
and will give you prompt notice of any change of our address during such period.

We further agree that we will not terminate our agency hereunder prior to:
(i) the termination of all of the Borrower's obligations under the Agreement; or
(ii) the appointment of a successor agent by the Borrower pursuant to the Agreement.

Our acceptance shall be binding upon us and all our successors acting in our capacity or
persons in charge of our office.
Very truly yours,
[PROCESS AGENT]

Name : [•]
Title : [•]

35