AMENDMENT NO. 1 TO DEPOSIT AGREEMENT
AMENDMENT NO. 1, dated as of February , 2004 (the "Amendment"), to the
Deposit Agreement dated as of December 16, 2003 (as so amended hereby, the
"Deposit Agreement"), among Webzen Inc., incorporated under the laws of the
Republic of Korea (the "Company"), JPMorgan Chase Bank, as depositary (the
"Depositary"), and all holders from time to time of American depositary receipts
("ADRs") issued thereunder.
W I T N E S S E T H:
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WHEREAS, the Company and the Depositary executed the Deposit Agreement
for the purposes set forth therein; and
WHEREAS, pursuant to paragraph (16) of the form of ADR contained in the
Deposit Agreement, the Company and the Depositary desire to amend the terms of
the Deposit Agreement and ADRs.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and the Depositary
hereby agree to amend the Deposit Agreement as follows:
ARTICLE I
DEFINITIONS
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SECTION 1.01. Definitions. Unless otherwise defined in this Amendment,
all capitalized terms used, but not otherwise defined, herein shall have the
meaning given to such terms in the Deposit Agreement.
ARTICLE II
AMENDMENTS TO DEPOSIT AGREEMENT
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SECTION 2.01. Deposit Agreement. All references in the Deposit Agreement to
the term "Deposit Agreement" shall, as of the Effective Date (as herein
defined), refer to the Deposit Agreement, dated as of December 16, 2003 as
further amended by this Amendment.
SECTION 2.02. The last paragraph of Section 3 of the Deposit Agreement is
amended to read as follows:
The Company shall from time to time notify the Depositary and the
Custodian in writing with respect to any such restrictions on the
deposit of its Shares. To the extent no such written notification shall
have been received by the Depositary, the Depositary shall be protected
in acting hereunder as if no such restriction exists. To the extent a
deposit of Shares would result in the number of Shares on deposit with
the Custodian exceeding the maximum number of Shares theretofore
consented to by the Company as being permitted to be represented by
ADSs, the Depositary will not accept the deposit of such Shares unless
and until the Company shall have consented thereto in writing (which
consent may be withheld at the sole discretion of the Company). In
order to enable the Depositary, the Custodian and their respective
agents to accept the deposit of additional Shares hereunder and issue
ADSs in respect thereof, the Company hereby consents, after giving
effect to such deposit, to deposits from shareholders of the Company
and others which will enable up to a total of 1,300,000 Shares to be
represented by ADSs at any one time. At such time as 1,300,000 Shares
are held by the Custodian hereunder, no further Shares may be accepted
for deposit hereunder without the Company's prior consent (which
consent may be withheld at the sole discretion of the Company).
Additionally, the Company hereby consents to the deposit of any and all
Shares which result from a stock split, stock dividend and any rights
offering. The provisions of this paragraph shall cease to apply at such
time as the Company's consent is no longer required under Korean laws
or regulations.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
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SECTION 3.01. Representations and Warranties. The Company represents and
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warrants to, and agrees with, the Depositary and the Holders, that:
(a) This Amendment, when executed and delivered by the Company, and the
Deposit Agreement and all other documentation executed and delivered by
the Company in connection therewith, will be and have been,
respectively, duly and validly authorized, executed and delivered by
the Company, and constitute the legal, valid and binding obligations of
the Company, enforceable against the Company in accordance with their
respective terms, subject to bankruptcy, insolvency, fraudulent
transfer, moratorium and similar laws of general applicability relating
to or affecting creditors' rights and to general equity principles; and
(b) In order to ensure the legality, validity, enforceability or
admissibility into evidence of this Amendment or the Deposit Agreement
as amended hereby, and any other document furnished hereunder or
thereunder in the Republic of Korea, neither of such agreements need to
be filed or recorded with any court or other authority in the Republic
of Korea, nor does any stamp or similar tax or governmental charge need
to be paid in the Republic of Korea on or in respect of such
agreements; and
(c) All of the information provided to the Depositary by the Company in
connection with this Amendment is true, accurate and correct.
ARTICLE IV
MISCELLANEOUS
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SECTION 4.01. Effective Date. This Amendment is dated as of the date set
forth above and shall be effective as of February , 2004. (the "Effective
Date").
SECTION 4.02. Indemnification. The parties hereto shall be entitled to the
benefits of the indemnification provisions of Section 16 of the Deposit
Agreement in connection with any and all liability it or they may incur as a
result of the terms of this Amendment and the transactions contemplated herein.
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IN WITNESS WHEREOF, the Company and the Depositary have caused this
Amendment to be executed by representatives thereunto duly authorized as of the
date set forth above.
WEBZEN INC.
By:
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Name:
Title:
JPMORGAN CHASE BANK
By:
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Name:
Title:
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