INTERCREDITOR AGREEMENT

Exhibit 10.4

EXECUTION COPY

INTERCREDITOR AGREEMENT

dated as of December 23, 2004

among

MAGNACHIP SEMICONDUCTOR S.A.,

MAGNACHIP SEMICONDUCTOR FINANCE COMPANY,

the other Pledgors from time to time party hereto,

UBS AG, STAMFORD BRANCH,

as Credit Agreement Agent and

Priority Lien Collateral Agent hereunder,

The Bank of New York,

as Trustee and Parity Lien Collateral Agent hereunder,

and

U.S. Bank National Association,

as Collateral Trustee

TABLE OF CONTENTS

i

ii

This Intercreditor Agreement (this “Agreement” ) is dated as of December 23, 2004 and is by and among MAGNACHIP SEMICONDUCTOR S.A., a société anonyme , organized and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 10, rue de Vianden, L-2680 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Register of commerce and companies under the number B 97,483, MAGNACHIP SEMICONDUCTOR FINANCE COMPANY, a Delaware corporation (collectively, the “Borrowers” ), the Pledgors (as defined below) from time to time party hereto, UBS AG, STAMFORD BRANCH, as Credit Agreement Agent (as defined below) and as Priority Lien Collateral Agent (in such capacity and together with its successors in such capacity, the “Priority Lien Collateral Agent” ), The Bank of New York, as Trustee (as defined below) and as Parity Lien Collateral Agent (in such capacity and together with its successors in such capacity, the “Parity Lien Collateral Agent” ) and U.S. Bank National Association, as Collateral Trustee (as defined below).

RECITALS

The Borrowers intend to enter into a Credit Agreement dated as of the date hereof (as amended, supplemented, amended and restated or otherwise modified and in effect from time to time, the “Credit Agreement” ) among the Borrowers, the Pledgors from time to time party thereto, the Lenders party thereto, UBS AG, STAMFORD BRANCH, as Administrative Agent and Collateral Agent (in such capacities and together with its successors, the “Credit Agreement Agent” ), which will provide for a $100.0 million credit facility.

The Borrowers and the other Pledgors also intend to enter into the Priority Lien Security Documents pursuant to which the Priority Lien Collateral Agent will be granted a first priority security interest in the Collateral.

The Borrowers intend to issue 6-7/8% Second Priority Senior Secured Notes due 2011 in the aggregate principal amount not to exceed $200 million and Floating Rate Second Priority Senior Secured Notes due, 2011 in the aggregate principal amount not to exceed $300 million(including any related exchange notes, the “Notes” ) pursuant to an Indenture dated as of the date hereof (as amended, supplemented, amended and restated or otherwise modified and in effect from time to time, the “Indenture” ) among the Borrowers, the guarantors party thereto and The Bank of New York, as trustee (in such capacity and together with its successors in such capacity, the “Trustee” ).

The Borrowers and the other Pledgors also intend to enter into the Parity Lien Security Documents pursuant to which the Parity Lien Collateral Agent will be granted a second priority security interest in the Collateral, which security interest is subordinate to the security interest of the Priority Lien Collateral Agent.

The Borrowers and the other Pledgors intend to secure the Obligations under the Credit Agreement and any future Priority Lien Debt on a priority basis and, subject to such priority, intend to secure the Obligations under the Indenture and any future Parity Lien Debt, with Liens on all present and future Collateral to the extent that such Liens have been provided for in the applicable Security Documents, and desire to enter into this Agreement to confirm their relative rights with respect to the Collateral as provided in this Agreement.

Capitalized terms used in this Agreement have the meanings assigned to them above or in Article 1 below.

AGREEMENT

In consideration of the premises and the mutual agreements herein set forth, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:

ARTICLE 1. DEFINITIONS; PRINCIPLES OF CONSTRUCTION

SECTION 1.1 Defined Terms . The following terms will have the following meanings:

“Act of Required Debtholders” means, as to any matter at any time:

(a) prior to the Discharge of Priority Lien Obligations, a direction in writing delivered to the Priority Lien Collateral Agent by or with the written consent of the holders of more than 50% of the sum of:

(1) the aggregate outstanding principal amount of Priority Lien Debt (including outstanding letters of credit whether or not then available or drawn); and

(2) other than in connection with the exercise of remedies, the aggregate unfunded commitments to extend credit which, when funded, would constitute Priority Lien Debt; and

(b) at any time after the Discharge of Priority Lien Obligations, a direction in writing delivered to the Parity Lien Collateral Agent by or with the written consent of the holders of Parity Lien Debt representing the Required Parity Lien Debtholders.

For purposes of this definition, (i) Secured Debt registered in the name of, or beneficially owned by, the Borrowers or any Affiliate of the Borrowers will be deemed not to be outstanding and (ii) votes will be determined in accordance with Section 7.2.

“Additional Secured Debt” has the meaning set forth in Section 4.3.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control,” as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided , that beneficial ownership of 10% or more of the Voting Stock of a Person will be deemed to be control. For purposes of this definition, the terms “controlling,” “controlled by” and “under common control with” have correlative meanings.

“Agreement” has the meaning set forth in the preamble.

2

“Board of Directors” means (a) with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board, (b) with respect to a partnership, the Board of Directors of the general partner of the partnership, (c) with respect to a limited liability company, the managing member or members or any controlling committee of managing members thereof and (d) with respect to any other Person, the board or committee of such Person serving a similar function.

“Borrowers” has the meaning set forth in the preamble.

“Business Day” means any day other than a Saturday, a Sunday or a day on which banking institutions in the City of New York or at a place of payment are authorized by law, regulation or executive order to remain closed.

“Capital Lease Obligation” means, at the time any determination is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet prepared in accordance with GAAP, and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be prepaid by the lessee without payment of a penalty.

“Capital Stock” means:

(a) in the case of a corporation, corporate stock;

(b) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(c) in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests; and

(d) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person,

but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.

“Class” means (1) in the case of Parity Lien Debt, every Series of Parity Lien Debt, taken together, and (2) in the case of Priority Lien Debt, every Series of Priority Lien Debt, taken together.

“Collateral” means all properties and assets of the Borrowers and the other Pledgors now owned or hereafter acquired which constitute Parity Lien Collateral or Priority Lien Collateral.

“Collateral Trust Agreement” means that certain Collateral Trust Agreement dated as of December 23, 2004 (as the same may be amended from time to time) by and among the Credit Agreement Agent, the Trustee and the Collateral Trustee with respect to a trust estate consisting

3

of certain guarantees of the Secured Obligations issued to the Collateral Trustee by Korean Opco and the various liens on Collateral owned by Korean Opco to secure such guarantees, together with its successors in such capacity

“Collateral Trust Guarantee Rights” means the rights of the Collateral Trustee with respect to any guarantee issued by Korean Opco to the Collateral Trustee.

“Collateral Trust Security Rights” means the rights of the Collateral Trustee with respect to the properties and assets of Korean Opco which secure, directly or indirectly, any of the Secured Obligations.

“Collateral Trustee” means U.S. Bank National Association, in its capacity as collateral trustee under the Collateral Trust Agreement.

“Credit Agreement” has the meaning set forth in the recitals.

“Credit Agreement Agent” has the meaning set forth in the recitals.

“Credit Facilities” means one or more debt facilities (including, without limitation, the Credit Agreement) or commercial paper facilities, in each case with banks or other institutional lenders providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit, in each case, as amended, restated, modified, renewed, refunded, replaced (whether upon or after termination or otherwise) or refinanced (including by means of sales of debt securities to institutional investors) in whole or in part from time to time.

“Discharge of Priority Lien Obligations” means the occurrence of all of the following:

(a) termination or expiration of all commitments to extend credit that would constitute Priority Lien Debt;

(b) payment in full in cash of the principal of and interest and premium (if any) on all Priority Lien Debt (other than any undrawn letters of credit);

(c) discharge or cash collateralization (at the lower of (A) 105% of the aggregate undrawn amount and (B) the percentage of the aggregate undrawn amount required for release of liens under the terms of the applicable Priority Lien Document) of all outstanding letters of credit constituting Priority Lien Debt or the arrangement of substitute collateralization for such Priority Lien Debt which is satisfactory to the holder of such applicable Priority Lien Debt; and

(d) payment in full in cash of all other Priority Lien Obligations that are outstanding and unpaid at the time the Priority Lien Debt is paid in full in cash (other than any obligations for taxes, costs, indemnifications, reimbursements, damages and other liabilities in respect of which no claim or demand for payment has been made at such time).

4

“equally and ratably” means, in reference to sharing of Liens or proceeds thereof as between holders of Secured Obligations within the same Class, that such Liens or proceeds:

(a) will be allocated and distributed first to the Secured Debt Representative for each outstanding Series of Secured Debt within that Class, for the account of the holders of such Series of Secured Debt, ratably in proportion to the principal of, and interest and premium (if any) and reimbursement obligations (contingent or otherwise) with respect to letters of credit, if any, outstanding (whether or not drawings have been made under such letters of credit) on each outstanding Series of Secured Debt within that Class when the allocation or distribution is made, and thereafter

(b) will be allocated and distributed (if any remain after payment in full of all of the principal of, and interest and premium (if any) and reimbursement obligations (contingent or otherwise) with respect to letters of credit, if any, outstanding (whether or not drawings have been made on such letters of credit) on all outstanding Secured Obligations within that Class) to the Secured Debt Representative for each outstanding Series of Secured Obligations within that Class, for the account of the holders of any remaining Secured Obligations within that Class, ratably in proportion to the aggregate unpaid amount of such remaining Secured Obligations within that Class due and demanded (with written notice to the applicable Secured Debt Representative, the Priority Lien Collateral Agent and the Parity Lien Collateral Agent) prior to the date such distribution is made.

“GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect on the date hereof.

“Guarantee” means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take or pay or to maintain financial statement conditions or otherwise).

“Hedging Obligations” means, with respect to any specified Person, the obligations of such Person under:

(a) interest rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements and interest rate collar agreements;

(b) other agreements or arrangements designed to manage interest rates or interest rate risk; and

(c) other agreements or arrangements designed to protect such Person against fluctuations in currency exchange rates or commodity prices, in each case, in the ordinary

5

course of business, in reasonable relation to the business of the Borrowers and the Restricted Subsidiaries (as defined under the Indenture), and not for speculative purposes.

“Indebtedness” means, with respect to any specified Person, any indebtedness of such Person (excluding accrued expenses and trade payables), whether or not contingent:

(a) in respect of borrowed money;

(b) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);

(c) in respect of banker’s acceptances;

(d) representing Capital Lease Obligations;

(e) representing the balance deferred and unpaid of the purchase price of any property or services due more than six months after such property is acquired or such services are completed; or

(f) representing any Hedging Obligations,

if and to the extent any of the preceding items (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP. In addition, the term “Indebtedness” includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person and the amount of such obligation being deemed to be the lesser of the value of such asset and the amount of the obligation so secured) and, to the extent not otherwise included, the Guarantee by the specified Person of any Indebtedness of any other Person.

“Indenture” has the meaning set forth in the recitals.

“Insolvency or Liquidation Proceeding” means:

(a) any case commenced by or against any Borrower or any other Pledgor under Title 11, U.S. Code or any similar federal, state, or foreign law for the relief of debtors, any other proceeding for the reorganization, recapitalization or adjustment or marshalling of the assets or liabilities of any Borrower or any other Pledgor, any receivership or assignment for the benefit of creditors relating to any Borrower or any other Pledgor or any similar case or proceeding relative to any Borrower or any other Pledgor or its creditors, as such, in each case whether or not voluntary;

(b) any liquidation, dissolution, marshalling of assets or liabilities or other winding up of or relating to any Borrower or any other Pledgor, in each case whether or not voluntary and whether or not involving bankruptcy or insolvency; or

6

(c) any other proceeding of any type or nature in which substantially all claims of creditors of any Borrower or any other Pledgor are determined and any payment or distribution is or may be made on account of such claims.

“Insurance Claims” means any claims of the Collateral Trustee for recovery under any insurance policy (including, without limitation, title insurance) with respect to any of the Collateral.

“Intercreditor Agreement Joinder” means an agreement substantially in the form of Exhibit A .

“Korean Opco” means MagnaChip Semiconductor, Ltd., a limited liability company ( yuhan hoesa in Korean) duly organized and existing under the laws of the Republic of Korea, and any successor entity which grants or provides liens on its properties and assets to the Collateral Trustee.

“Lien” means any security interest, mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or otherwise), charge against or interest in property, in each case of any kind, to secure payment of a debt or performance of an obligation.

“Lien Enforcement Parties” means each of the Priority Lien Collateral Agent, the Parity Lien Collateral Agent and the Collateral Trustee.

“Lien Sharing and Priority Confirmation” means:

(a) as to any Series of Parity Lien Debt, the written agreement of the holders of such Series of Parity Lien Debt, as set forth in the indenture, credit agreement or other agreement governing such Series of Parity Lien Debt, for the enforceable benefit of all holders of each existing and future Series of Priority Lien Debt, each existing and future Priority Lien Representative and each existing and future holder of Permitted Prior Liens:

(1) that all Parity Lien Obligations will be and are secured equally and ratably by all Parity Liens at any time granted by any Borrower or any other Pledgor to secure any Obligations in respect of such Series of Parity Lien Debt, whether or not upon property otherwise constituting collateral for such Series of Parity Lien Debt, and that all such Parity Liens will be enforceable by the Parity Lien Collateral Agent for the benefit of all holders of Parity Lien Obligations equally and ratably;

(2) that the holders of Obligations in respect of such Series of Parity Lien Debt are bound by the provisions of this Agreement, including the provisions relating to the ranking of Parity Liens, the order of application of proceeds from the enforcement of Parity Liens and the indemnification of the Parity Lien Collateral Agent and Collateral Trustee; and

(3) consenting to and directing the Collateral Trustee and the Parity Lien Collateral Agent to perform its obligations under this Agreement and the other Security Documents; and

7

(b) as to any Series of Priority Lien Debt, the written agreement of the holders of such Series of Priority Lien Debt, as set forth in the Credit Agreement or other agreement governing such Series of Priority Lien Debt, for the enforceable benefit of all holders of each existing and future Series of Parity Lien Debt, each existing and future Parity Lien Representative and each existing and future holder of Permitted Prior Liens:

(1) that all Priority Lien Obligations will be and are secured equally and ratably by all Priority Liens at any time granted by any Borrower or any other Pledgor to secure any Obligations in respect of such Series of Priority Lien Debt, whether or not upon property otherwise constituting collateral for such Series of Priority Lien Debt, and that all such Priority Liens will be enforceable by the Priority Lien Collateral Agent for the benefit of all holders of Priority Lien Obligations equally and ratably;

(2) that the holders of Obligations in respect of such Series of Priority Lien Debt are bound by the provisions of this Agreement, including the provisions relating to the ranking of Priority Liens, the order of application of proceeds from enforcement of Priority Liens and the indemnification of the Priority Lien Collateral Agent and Collateral Trustee; and

(3) consenting to and directing the Collateral Trustee and the Priority Lien Collateral Agent to perform its obligations under this Agreement and the other Priority Lien Security Documents.

“Notes” has the meaning set forth in the recitals.

“Note Documents” means the Indenture, the Notes and the Security Documents.

“Obligations” means any principal (including reimbursement obligations with respect to letters of credit whether or not drawn), interest (including, to the extent legally permitted, all interest accrued thereon after the commencement of any Insolvency or Liquidation Proceeding at the rate, including any applicable post-default rate, specified in the Priority Lien Documents, even if such interest is not enforceable, allowable or allowed as a claim in such proceeding), premium (if any), fees, indemnifications, reimbursements, expenses and other liabilities payable under the documentation governing any Indebtedness.

“Officers’ Certificate” means a certificate with respect to compliance with a condition or covenant provided for in this Agreement, signed on behalf of the Borrowers by two officers of the Borrowers, one of whom must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Borrowers, including:

(a) a statement that the Person making such certificate has read such covenant or condition;

(b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate are based;

8

(c) a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfied; and

(d) a statement as to whether or not, in the opinion of such Person, such condition or covenant has been satisfied.

“Opinion of Counsel” means an opinion of legal counsel (which may be counsel to a Lien Enforcement Party or a Borrower) which is in form and substance reasonably acceptable to the Priority Lien Collateral Agent and the Parity Lien Collateral Agent.

“Parity Lien” means a Lien granted by a Parity Lien Security Document to the Parity Lien Collateral Agent, at any time, upon any property of the Borrowers or any other Pledgor to secure Parity Lien Obligations.

“Parity Lien Collateral” means all properties and assets of Borrowers and the other Pledgors, now owned or hereafter acquired, with respect to which a Parity Lien is granted, together with the rights of the Parity Lien Collateral Agent, if any, in the Collateral Trust Security Rights and the rights in any Insurance Claims.

“Parity Lien Collateral Agent” means the Trustee, in its capacity as collateral agent under certain of the Parity Lien Security Documents, for the benefit of the Trustee and the holders of notes or other Parity Lien Obligations, together with its successors in such capacity.

“Parity Lien Debt” means:

(a) the Notes issued on the date hereof (including any related exchange notes); and

(b) any other Indebtedness (including additional Notes) that is secured equally and ratably with the Notes by a Lien which was intended to be a Parity Lien and that was permitted to be incurred and so secured under each applicable Secured Debt Document;

provided , in the case of any Indebtedness referred to in clause (b) of this definition, that:

(1) on or before the date on which such Indebtedness is incurred by the Borrowers or by a Restricted Subsidiary (as defined under the Indenture) of the Borrowers, such Indebtedness is designated by the Borrowers, in an Officers’ Certificate delivered to each of the Parity Lien Representative, Collateral Trustee and the Parity Lien Collateral Agent, as “Parity Lien Debt” for the purposes of the Secured Debt Documents; provided , that no Series of Secured Debt may be designated as both Parity Lien Debt and Priority Lien Debt;

(2) such Indebtedness is governed by an indenture, credit agreement or other agreement that includes a Lien Sharing and Priority Confirmation; and

(3) all requirements set forth in this Agreement as to the confirmation, grant or perfection of the Parity Lien Collateral Agent’s Lien to secure such

9

Indebtedness or Obligations in respect thereof are satisfied (and the satisfaction of such requirements and the other provisions of this clause (3) will be conclusively established if the Borrowers deliver to the Parity Lien Collateral Agent and the Priority Lien Collateral Agent an Officers’ Certificate stating that such requirements and other provisions have been satisfied and that such Indebtedness is “Parity Lien Debt”).

“Parity Lien Documents” means, collectively, the Note Documents and the indenture, credit agreement or other agreement governing each other Series of Parity Lien Debt and the Parity Lien Security Documents.

“Parity Lien Security Documents” means this Agreement, each Lien Sharing and Priority Confirmation relating to Parity Lien Debt, and all security agreements, pledge agreements, collateral assignments, mortgages, deeds of trust, collateral agency agreements, control agreements or other grants or transfers of security executed and delivered by any Borrower or any other Pledgor creating (or purporting to create) a Lien for the benefit of the holders of Parity Lien Debt upon Collateral in favor of the Collateral Trustee or the Parity Lien Representative, in each case, as amended, modified, renewed, restated or replaced, in whole or in part, from time to time, in accordance with its terms.

“Parity Lien Obligations” means Parity Lien Debt and all other Obligations (including, without limitation, any Obligations under guarantees issued by Korean Opco or any other Pledgor) in respect thereof.

“Parity Lien Representative” means:

(a) in the case of the Notes, the Trustee; or

(b) in the case of any other Series of Parity Lien Debt, the trustee, agent or representative of the holders of such Series of Parity Lien Debt who maintains the transfer register for such Series of Parity Lien Debt and (i) is appointed as a Parity Lien Representative (for purposes related to the administration of the Security Documents) pursuant to the indenture, credit agreement or other agreement governing such Series of Parity Lien Debt, together with its successors in such capacity, and (ii) that has executed an Intercreditor Agreement Joinder.

“Permitted Prior Liens” means:

(a) Liens described in clause (1), (4), (5), (6), (7), (8) (11), (16), (18) (provided that the original Lien was a Permitted Prior Lien), (19), (20), (21), (22), (23), (24), (25) and (26) of the definition of “Permitted Liens” (as defined in the Indenture); and

(b) Other “Permitted Liens” (as defined in the Indenture) that arise by operation of law and are not voluntarily granted, to the extent entitled by law to priority over the Liens created by the Security Documents.

10

“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company, government or other entity.

“Pledgors” means MagnaChip Semiconductor LLC, the Borrowers, the Guarantors (as defined in the Indenture) and any other Person (if any) that provides collateral security for any Secured Obligations.

“Priority Lien” means a Lien granted by a Priority Lien Security Document to the Collateral Trustee or the Priority Lien Collateral Agent, at any time, upon any property of any Borrower or any other Pledgor to secure Priority Lien Obligations.

“Priority Lien Collateral” means all properties and assets of Borrowers and the other Pledgors, now owned or hereafter acquired, with respect to which a Priority Lien is granted, together with the rights of the Priority Lien Collateral Agent, if any, in the Collateral Trust Security Rights and the rights in any Insurance Claims.

“Priority Lien Collateral Agent” means the Credit Agreement Agent, in its capacity as Priority Lien Collateral Agent under the Priority Lien Security Documents, together with its successors in such capacity.

“Priority Lien Debt” means:

(a) Indebtedness under the Credit Agreement that was permitted to be incurred and secured under each applicable Secured Debt Document (or as to which the lenders under the Credit Agreement obtained an Officers’ Certificate at the time of incurrence to the effect that such Indebtedness was permitted to be incurred and secured by all applicable Secured Debt Documents);

(b) Indebtedness under any other Credit Facility that is secured equally and ratably with the Credit Agreement by a Lien which was intended to be a Priority Lien and that was permitted to be incurred and so secured under each applicable Secured Debt Document; provided , in the case of any Indebtedness referred to in this clause (b), that:

(1) on or before the date on which such Indebtedness is incurred by the Borrowers such Indebtedness is designated by the Borrowers, in an Officers’ Certificate delivered to each Priority Lien Representative and each Parity Lien Representative, as “Priority Lien Debt” for the purposes of the Secured Debt Documents; provided , that no Series of Secured Debt may be designated as both Parity Lien Debt and Priority Lien Debt;

(2) such Indebtedness is governed by a credit agreement or other agreement that includes a Lien Sharing and Priority Confirmation; and

(3) all requirements set forth in this Agreement as to the confirmation, grant or perfection of the Collateral Trustee and the Priority Lien Collateral Agent’s Lien to secure such Indebtedness or Obligations in respect thereof are satisfied (and the satisfaction of such requirements and the other provisions of this

11

clause (3) will be conclusively established if the Borrowers deliver to the Priority Lien Collateral Agent an Officers’ Certificate stating that such requirements and other provisions have been satisfied and that such Indebtedness is “Priority Lien Debt”); and

(c) Hedging Obligations incurred to hedge or manage interest rate, currency or commodity price risk and which are secured by a Lien on all of the assets and properties that secure Indebtedness under the Credit Agreement.

“Priority Lien Documents” means the Credit Agreement and any other Credit Facility pursuant to which any Priority Lien Debt is incurred and the Priority Lien Security Documents.

“Priority Lien Obligations” means the Priority Lien Debt and all other Obligations (including, without limitation, any Obligations under guarantees issued by Korean Opco or any other Pledgor) in respect of Priority Lien Debt.

“Priority Lien Representative” means:

(a) in the case of the Credit Agreement, the Credit Agreement Agent; or

(b) in the case of any other Series of Priority Lien Debt, the trustee, agent or representative of the holders of such Series of Priority Lien Debt who maintains the transfer register for such Series of Priority Lien Debt and is appointed as a representative of the Priority Lien Debt (for purposes related to the administration of the Priority Lien Security Documents) pursuant to the credit agreement or other agreement governing such Series of Priority Lien Debt, and who has executed an Intercreditor Agreement Joinder.

“Priority Lien Security Documents” means this Agreement, each Lien Sharing and Priority Confirmation relating to Priority Lien Debt, and all security agreements, pledge agreements, collateral assignments, mortgages, deeds of trust, collateral agency agreements, control agreements or other grants or transfers for security executed and delivered by any Borrower or any other Pledgor creating (or purporting to create) a Lien for the benefit of the holders of Priority Lien Debt upon Collateral in favor of the Priority Lien Representative, in each case, as amended, modified, renewed, restated or replaced, in whole or in part, from time to time, in accordance with its terms.

“Required Parity Lien Debtholders” means, at any time, the holders of more than 50% of the sum of:

(a) the aggregate outstanding principal amount of Parity Lien Debt (including outstanding letters of credit whether or not then available or drawn); and

(b) other than in connection with the exercise of remedies, the aggregate unfunded commitments to extend credit which, when funded, would constitute Parity Lien Debt.

12

For purposes of this definition, (i) Parity Lien Debt registered in the name of, or beneficially owned by, any Borrower or any Affiliate of such Borrower will be deemed not to be outstanding, and (ii) votes will be determined in accordance with the provisions of Section 7.2.

“Required Priority Lien Debtholders” means, at any time, the holders of more than 50% of the sum of:

(a) the aggregate outstanding principal amount of Priority Lien Debt (including outstanding letters of credit whether or not then available or drawn); and

(b) other than in connection with the exercise of remedies, the aggregate unfunded commitments to extend credit which, when funded, would constitute Priority Lien Debt.

For purposes of this definition, (i) Priority Lien Debt registered in the name of, or beneficially owned by, any Borrower or any Affiliate of such Borrower will be deemed not to be outstanding, and (ii) votes will be determined in accordance with Section 7.2.

“Secured Debt” means Parity Lien Debt and Priority Lien Debt.

“Secured Debt Default” means any event or condition which, under the terms of any credit agreement, indenture or other agreement governing any Series of Secured Debt causes, or permits holders of Secured Debt outstanding thereunder (with or without the giving of notice or lapse of time, or both, and whether or not notice has been given or time has lapsed) to cause, the Secured Debt outstanding thereunder to become immediately due and payable.

“Secured Debt Documents” means the Parity Lien Documents and the Priority Lien Documents.

“Secured Debt Representative” means each Parity Lien Representative and each Priority Lien Representative.

“Secured Obligations” means Parity Lien Obligations and Priority Lien Obligations.

“Secured Parties” means the holders of Secured Obligations and the Secured Debt Representatives.

“Security Documents” means the Parity Lien Security Documents and the Priority Lien Security Documents.

“Series of Parity Lien Debt” means, severally, the Notes and each other issue or series of Parity Lien Debt for which a single transfer register is maintained.

“Series of Priority Lien Debt” means, severally, Indebtedness outstanding under the Credit Agreement and each other issue or series of Priority Lien Debt for which a single transfer register is maintained.

13

“Series of Secured Debt” means, severally, each Series of Priority Lien Debt and each Series of Parity Lien Debt.

“ Stated Maturity ” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of interest or principal was scheduled to be paid in the documentation governing such Indebtedness as of the date hereof, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

“Subsidiary” means, with respect to any specified Person:

(a) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

(b) any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).

“Trustee” has the meaning set forth in the recitals.

“UCC” means the Uniform Commercial Code as in effect in the State of New York or any other applicable jurisdiction.

“Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

SECTION 1.2 Rules of Interpretation .

(a) All terms used in this Agreement that are defined in Article 9 of the UCC and not otherwise defined herein have the meanings assigned to them in Article 9 of the UCC.

(b) Unless otherwise indicated, any reference to any agreement or instrument will be deemed to include a reference to that agreement or instrument as assigned, amended, supplemented, amended and restated, or otherwise modified and in effect from time to time or replaced in accordance with the terms of this Agreement.

(c) The use in this Agreement or any of the other Security Documents or Priority Lien Security Documents of the word “include” or “including,” when following any general statement, term or matter, will not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not nonlimiting language (such as “without

14

limitation” or “but not limited to” or words of similar import) is used with reference thereto, but will be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. The word “will” shall be construed to have the same meaning and effect as the word “shall.”

(d) References to “Sections,” “clauses,” “recitals” and the “preamble” will be to Sections, clauses, recitals and the preamble, respectively, of this Agreement unless otherwise specifically provided. References to “Articles” will be to Articles of this Agreement unless otherwise specifically provided. References to “Exhibits” and “Schedules” will be to Exhibits and Schedules, respectively, to this Agreement unless otherwise specifically provided.

(e) Notwithstanding anything to the contrary in this Agreement, any references contained herein to any section, clause, paragraph, definition or other provision of the Indenture (including any definition contained therein) shall be deemed to be a reference to such section, clause, paragraph, definition or other provision as in effect on the date of this Agreement; provided , that any reference to any such section, clause, paragraph or other provision shall refer to such section, clause, paragraph or other provision of the Indenture (including any definition contained therein) as amended or modified from time to time if such amendment or modification has been (1) made in accordance with the Indenture and (2) prior to the Discharge of Priority Lien Obligations, approved in a writing delivered to the Collateral Trustee, the Priority Lien Collateral Agent and the Parity Lien Collateral Agent by, or on behalf of, the requisite holders of Priority Lien Obligations as are needed (if any) under the terms of the applicable Priority Lien Documents to approve such amendment or modification.

(f) This Agreement and the Security Documents will be construed without regard to the identity of the party who drafted it and as though the parties participated equally in drafting it. Consequently, each of the parties acknowledges and agrees that any rule of construction that a document is to be construed against the drafting party will not be applicable to this Agreement or the other Security Documents.

ARTICLE 2. AUTHORITY, REPRESENTATIONS AND WARRANTIES

SECTION 2.1 Appointment and Authority . Each Priority Lien Representative and Parity Lien Representative hereby irrevocably appoints, respectively, the Priority Lien Collateral Agent, the Parity Lien Collateral Agent, and Collateral Trustee, to act on its behalf in the roles described herein and pursuant to the other Security Documents to which they are respectively either a party or a beneficiary and authorizes each such Person to take such actions on its behalf and to exercise such powers as are delegated to such Person by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto.

SECTION 2.2 Representations and Warranties of the Priority Lien Collateral Agent and Priority Lien Representatives . The Priority Lien Collateral Agent and each Priority Lien Representative represent, warrant, acknowledge and agree on behalf of itself and the holders of Priority Lien Obligations for which it purports to be acting that (1) it is authorized to enter into this Agreement on behalf of itself and such holders, (2) it has the corporate power and authority

15

and the legal right to execute and deliver and perform its obligations under this Agreement and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement and (3) this Agreement constitutes a valid and legally binding obligation of the Priority Lien Collateral Agent or such Priority Lien Representative, as the case may be, enforceable against the Priority Lien Collateral Agent or such Priority Lien Representative, as the case may be, in accordance with its terms.

SECTION 2.3 Representations and Warranties of the Parity Lien Collateral Agent and Parity Lien Representatives . The Parity Lien Collateral Agent and each Parity Lien Representative represents, warrants, acknowledges and agrees on behalf of itself and the holders of the Parity Lien Obligations for which it purports to be acting that (1) it is authorized to enter into this Agreement on behalf of itself and such holders, (2) it has the corporate power and authority and the legal right to execute and deliver and perform its obligations under this Agreement and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement and (3) this Agreement constitutes a valid and legally binding obligation of the Parity Lien Collateral Agent or such Parity Lien Representatives, as the case may be, enforceable against the Parity Lien Collateral Agent or such Parity Lien Representative, as the case may be, in accordance with its terms.

SECTION 2.4 Representations and Warranties of the Collateral Trustee . The Collateral Trustee represents, warrants, acknowledges and agrees that (1) it is authorized to enter into this Agreement, (2) it has the corporate power and authority and the legal right to execute and deliver and perform its obligations under this Agreement and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement and (3) this Agreement constitutes a valid and legally binding obligation of the Collateral Trustee, enforceable against the Collateral Trustee in accordance with its terms.

ARTICLE 3. THE TRUST ESTATES AND LIEN INTERESTS

SECTION 3.1 Priority of Liens and Interests in Collateral Trust .

(a) Notwithstanding (1) anything else contained herein, (2) in any of the other Security Documents, (3) the time of incurrence of any Series of Parity Lien Debt, (4) the order or method of attachment or perfection of any Liens securing any Series of Parity Lien Debt, (5) the time or order of filing or recording of financing statements, mortgages or other documents filed or recorded to perfect any Lien upon any Collateral, (6) the time of taking possession or control over any Collateral, (7) that any Parity Lien may not have been perfected or may be or have become subordinated, by equitable subordination or otherwise, to any other Lien, or (8) the rules for determining priority under any law governing relative priorities of Liens, it is:

(A) the intent of the parties that the grant of Priority Liens pursuant to the Priority Lien Security Documents and the grant of Parity Liens pursuant to the Parity Lien Security Documents, respectively, create two separate and distinct Liens: the Priority Liens securing the payment and performance of the Priority Lien Obligations and the Parity Liens securing the payment and performance of the Parity Lien Obligations, respectively; and

16

(B) the agreement of the parties that the Parity Liens securing the Parity Lien Obligations are expressly subject and subordinate to the Priority Liens securing the Priority Lien Obligations.

(b) Notwithstanding anything contained herein or in any of the other Security Documents, the Collateral Trustee shall act pursuant to the enforcement of its rights with respect to Korean Opco, including any Collateral granted or provided to it by Korean Opco, only in accordance with the following procedures:

(1) Subject to the restrictions, limitations and other provisions set forth in the balance of this Section 3.1(b) or in Section 3.2(b), the Collateral Trustee shall make demand under and take enforcement actions with respect to the Collateral Trust Guarantee Rights in accordance with the directions of the Priority Lien Collateral Agent, with respect to the guarantee of Priority Obligations, and in accordance with the directions of the Parity Lien Collateral Agent, with respect to the guarantee of Parity Obligations; provided that nothing in this clause (1) shall be deemed to authorize any actions with respect to the enforcement, waiver or non-enforcement of any Collateral Trust Security Rights or Insurance Claims, all of which actions shall be taken only pursuant to clause (2) or (5) below, as applicable.

(2) Until the Discharge of Priority Lien Obligations, the Collateral Trustee shall act with respect to the enforcement, waiver or non-enforcement of all Collateral Trust Security Rights or Insurance Claims, in accordance with the directions of the Priority Lien Collateral Agent, including, without limitation, the filing and enforcement of any secured claim(s) in any Insolvency and Liquidation Proceeding with respect to any guarantee it holds for the benefit of the holders of Priority Lien Obligations or the Parity Lien Obligations and the filing and settlement of such Insurance Claims.

(3) Until the Discharge of Priority Lien Obligations, all proceeds from secured claims in any Korean Insolvency and Liquidation Proceedings received by the Collateral Trustee, all proceeds of Insurance Claims and all other payments from the enforcement of the guaranties held by the Collateral Trustee shall be delivered, after payment of any expenses of the Collateral Trustee, to the Priority Lien Collateral Agent for distribution in accordance with this Agreement; thereafter, all proceeds shall be paid to the Parity Lien Collateral Agent for distribution in accordance with this Agreement.

(4) If it shall be determined in any Insolvency or Liquidation Proceeding that there are Collateral Trust Guarantee Rights, any proceeds and all instructions for the filing and enforcement of claims with respect thereto (including, without limitation, the voting of such claims) are to be given to/by Parity Lien Collateral Agent with respect to that portion of the Collateral Trust Guarantee Rights that relate to the guarantee of the Parity Lien Debt and the Priority Lien Collateral Agent with respect to that portion of the Collateral Trust Guarantee Right that relate to the Priority Lien Debt.

17

(5) After the Discharge of Priority Lien Obligations, the Collateral Trustee shall act with respect to the enforcement, waiver, or non-enforcement of all Collateral Trust Security Rights or Insurance Claims, in accordance with the directions of the Parity Lien Collateral Agent.

SECTION 3.2 Restrictions on Enforcement of Parity Liens .

(a) Until the Discharge of Priority Lien Obligations, the Collateral Trustee, the Priority Lien Collateral Agent and the holders of the Priority Lien Obligations will have, subject to the exceptions set forth below in clauses (1) through (4), and subject to the rights, if any, of the holders of Permitted Prior Liens, the exclusive right to enforce, collect or realize on any Collateral or exercise any other right or remedy with respect to the Collateral, including, without limitation, the right to instruct the Collateral Trustee with respect to all Collateral Trust Security Rights as described in Section 3.1(b). The Parity Lien Collateral Agent, the Trustee and the holders of Notes or other Parity Lien Obligations may not take any action to enforce, collect or realize on any Collateral or exercise any other right or remedy with respect to the Collateral until the Discharge of Priority Lien Obligations. Notwithstanding the foregoing, the Required Parity Lien Debtholders may, subject to the rights of the holders of other Permitted Prior Liens, direct the Parity Lien Collateral Agent:

(1) without any condition or restriction whatsoever, at any time after the Discharge of Priority Lien Obligations;

(2) as necessary to redeem any Parity Lien Collateral in a creditor’s redemption permitted by law or to deliver any notice or demand necessary to enforce (subject to the prior Discharge of Priority Lien Obligations) any right to claim, take or receive proceeds of Collateral remaining after the Discharge of Priority Lien Obligations in the event of foreclosure or other enforcement of any Permitted Prior Lien;

(3) as necessary to perfect or establish the priority (subject to Priority Liens and other Permitted Prior Liens) of the Parity Liens upon any Parity Lien Collateral; provided, that the Trustee and the holders of Parity Lien Obligations may not require the Collateral Trustee or the Parity Lien Collateral Agent to take any action to perfect any Collateral through possession or control; or

(4) as necessary to create, prove, preserve or protect (but not enforce) the Parity Liens upon any Parity Lien Collateral; provided, that the Trustee and the holders of Parity Lien Obligations may not require the Collateral Trustee or the Parity Lien Collateral Agent to take any action to create, prove, preserve or protect any Collateral through possession or control.

18

(b) Until the Discharge of Priority Lien Obligations, none of the holders of Notes or other Parity Lien Obligations, the Parity Lien Collateral Agent or any Parity Lien Representative will:

(1) request judicial relief, in an Insolvency or Liquidation Proceeding or in any other court or administrative tribunal, that would hinder, delay, limit or prohibit the lawful exercise or enforcement of any right or remedy otherwise available to the holders of Priority Lien Obligations in respect of the Priority Liens or that would limit, invalidate, avoid or set aside any Priority Lien or subordinate the Priority Liens to the Parity Liens or grant the Parity Liens equal ranking to the Priority Liens;

(2) oppose or otherwise contest any motion for relief from the automatic stay or from any injunction or other judicial or administrative order or restriction against foreclosure or enforcement of Priority Liens made by the Collateral Trustee, the Priority Lien Collateral Agent, any holder of Priority Lien Obligations or any Priority Lien Representative in any Insolvency or Liquidation Proceeding;

(3) oppose or otherwise contest any lawful exercise by the Collateral Trustee, the Priority Lien Collateral Agent, any holder of Priority Lien Obligations or any Priority Lien Representative of the right to credit bid Priority Lien Debt at any sale in foreclosure of Priority Liens;

(4) oppose or otherwise contest any other request for judicial relief made in any court by the Collateral Trustee, the Priority Lien Collateral Agent, any holder of Priority Lien Obligations or any Priority L