September 9, 2003
AIF II NT, Ltd.
Unit 3(1), Main Office Tower
Financial Park Labuan
Xxxxx Xxxxxxx
0/000 Xxxxxx
X.X. Xxxxxx
Xxxxxxxx
AIG Asian Opportunity Fund L.P.
c/o AIG Global Investment Corp. (Asia) Ltd.
Xxxxx 0000 Xxxxxxx Xxxxx
00 Xxxxxxxxx
Xxxx Xxxx
Newbridge Asia HT, L.P.
c/o M&C Corporate Services Ltd.
Xxxxxx House
P.O. Box 309
Xxxxxx Town
Grand Cayman
Reference is made to the Investment Agreement, dated as of September 9,
2003, by and among the Company and the Investors (the "Investment 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 Common Stock at the purchase price of Won 3,200 per share.
Unless otherwise specified, all capitalized terms used but not defined herein
shall have the meanings set forth in the Investment Agreement.
In connection with transactions contemplated by the Investment
Agreement and as an inducement to the Investors to enter into the Investment
Agreement, the Company has agreed to enter into certain additional agreements as
set forth in this letter agreement (this "First Letter Agreement").
1. As promptly as possible after Closing and delivery by the Investors
of relevant invoices (based on the supporting documents specified in Annex A
attached hereto which supporting documents shall have been delivered to the
Company), and in any event no later than thirty (30) days thereafter, the
Company shall pay on behalf of the Investors up to US$8,000,000 of (i) the fees
and expenses incurred by the Investors to third party advisors, including legal
counsel, investment bankers, accountants, consultants and other third party
advisors, and (ii) the out-of-pocket expenses of the employees of the Investors
and their affiliates, in connection with or related to the Transactions and the
proposed business combinations contemplated by the Company and the Investors in
connection with the Investors' proposed investment in the Company, as directed
by the Investors, including without limitation, fees and expenses incurred in
connection with or related to (a) the accounting, legal and technical due
diligence conducted by the Investors, (b) the syndication of the purchase of the
Investment Shares, (c) the preparation and negotiation of the Transaction
Documents and related documentation, and (d) the consummation of the
Transactions on the Closing Date; provided, that not more than US$3,000,000
shall be reimbursed in respect of any such fees and expenses incurred prior to
June 30, 2002. Such fees and expenses shall include, without limitation, all
fees and expenses of the Investors' legal counsel (including, without
limitation, those incurred in connection with the preparation and negotiation of
the Transaction Documents and the syndication of the purchase of the Investment
Shares), all third-party consultants engaged by the Investors to assist in such
transactions and all fees and expenses incurred in connection with any filings
to be made with any governmental agency.
2. In the event that the Company is not able to obtain the approval of
its Board of Directors or the approval of its shareholders (i) in connection
with the authorization and approval of the execution, delivery and performance
of the Transaction Documents and the consummation of the Transactions, or any
other documents or actions relating thereto, or (ii) as otherwise may be
required by the Investment Agreement as a condition to closing, the Company
promptly shall directly pay or reimburse the Investors for up to US$2,500,000 of
(a) the fees and expenses incurred by the Investors to third party advisors,
including attorneys, investment bankers, accountants, consultants and other
third party advisors, and (b) the out-of-pocket expenses of the employees of the
Investors and their affiliates, in connection with or related to the accounting,
legal and technical due diligence conducted by the Investors in connection with
or related to the Transactions and the proposed business combinations described
in paragraph 2 above, and the preparation and negotiation of the Transaction
Documents and related documentation upon delivery by the Investors of relevant
invoices (based on the supporting documents specified in Annex A attached hereto
which supporting documents shall have been delivered to the Company). Such fees
and expenses shall include, without limitation, all fees and expenses of the
Investors' legal counsel (including those incurred in connection with the
preparation and negotiation of the Transaction Documents and related
documentation), all third-party consultants engaged by the Investors to assist
in the Transactions and the proposed business combinations described in
paragraph 1 above and all fees and expenses incurred in connection with any
filings to be made with any governmental agency.
3. All amounts payable pursuant to this letter shall be paid in
immediately available funds to the account(s) designated by the Investors in
Schedule I attached hereto. All amounts payable by the Company to the Investors
hereunder shall be limited to (i) the fees and expenses of third party advisors,
including attorneys, investment bankers, accountants, consultants and other
third party advisors, and (ii) the out-of-pocket expenses of the employees of
the Investors and their affiliates.
4. Each of Section 10.1 (Investors' Representative), Section 10.5
(Counterparts), Section 10.6 (Notice), Section 10.7 (Governing Law; Consent to
Jurisdiction), Section 10.8 (Waiver of Jury Trial), Section 10.9 (Amendments and
Waivers), Section 10.10 (Severability) and Section 10.11 (Specific Performance)
of the Investment Agreement shall be incorporated by reference herein and shall
apply in all respects to this First Letter Agreement as if set out expressly
herein, except that all references to "this Agreement" therein shall be deemed
to be references to this First Letter Agreement.
[The remainder of this page intentionally left blank.]
If the foregoing is consistent with the Investors' understanding and
acceptable to the Investors, please execute the enclosed copies of this letter
whereupon this First Letter Agreement shall become a binding agreement among the
parties.
Very truly yours,
HANARO TELECOM, INC.
By:
---------------------------------------
Name:
Title:
Agreed and Accepted by the Investors' Representatives on behalf on the
Investors:
AIF II NT, LTD.
By
--------------------------
Name: Xxxxxxxx X. Xxxxxxxxxxxx
Title: Attorney-in-fact
AIG ASIAN OPPORTUNITY FUND L.P.
By: AIG Asian Opportunity G.P., L.L.C., its General Partner
By
--------------------------
Name: Xxxxx Xxxxx
Title: Director
NEWBRIDGE ASIA HT, L.P.
By: Newbridge Asia HT, Ltd., its General Partner
By
--------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Director
SCHEDULE I
AIF II NT, Ltd.
Correspondent Bank:
Citibank N.A.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx X.X.X.
Fed ABA: 000000000
CHIPS ABA: 0008
S.W.I.F.T. Code: XXXXXX00
Beneficiary Bank:
The Bank of Bermuda Limited
Xxxxxxxx, Bermuda
CHIPS UID: 005584
S.W.I.F.T. Code: BBDA BMHM
BENEFICIARY
Account name: AIG Asian Infrastructure Fund II L.P.
Account number: #1010-917636
AIG ASIAN OPPORTUNITY FUND, L.P.
Bank:
State Street Bank & Trust Co., N.A.
New York
S.W.I.F.T. Code: SBOSUS3N ABA: 000000000
Account: State Street Bank & Trust Co
Asian Custody Clearing Accounts, Hong Kong
Account number: #40435701
Favouring: AIG Asian Opportunity Fund, L.P.
(A/c: AUS-Q5RU) DDA#00019869
NEWBRIDGE ASIA HT, L.P.
Bank:
JPMorgan Chase
000 Xxxx Xxxxxx
Xxxxxxx
XX 00000, X.X.X.
ABA: 000000000
S.W.I.F.T. Code: TCBKUS44
Account name: Newbridge Asia III, L.P.
Account number: #46108120107
ANNEX A
o Copies of the relevant portions of engagement letters, if any, with
financial advisors, consultants, counsel and other advisors.
o Copies of all invoices received from financial advisors, consultants,
counsel and other advisors.
o Evidence of payments previously made to financial advisors, consultants,
counsel and other advisors in respect of the above invoices, if any.
o Summary of payments made to financial advisors, consultants, counsel and
other advisors.
