AMENDED CB SUBSCRIPTION AGREEMENT
THIS
AMENDED CB SUBSCRIPTION AGREEMENT (this “ Agreement
”) is made and entered into as of this 18 th
day of November, 2008 by and between:
WOORI
PRIVATE EQUITY FUND , a company duly incorporated and validly
existing under the laws of the
Republic of Korea having its principal office at 20Fl.,
Youngpoong Bldg., 33 Seorin-dong,
Chongno-gu, Seoul, Korea (“ Woori ”);
and
CINTEL
CORP. , a
corporation duly incorporated and validly existing under the
laws of the State of Nevada having
its principal office at 9900 Corporate Campus Drive Suite 3000 Louisville, KY 40223, U.S.A.
(“ Cintel ”).
Woori and
Cintel are collectively referred to as the “
Parties ,” and individually as a “
Party .”
RECITALS
WHEREAS , the Parties have entered into the Convertible
Bonds Subscription Agreement (the “ Convertible Bonds
Subscription Agreement ”) on March 15,
2007.
NOW
THEREFORE , the
Parties hereby desire to amend the Convertible Bonds Subscription
Agreement.
ARTICLE
1. Definition and Application
The defined
contents of the Convertible Bonds Subscription Agreement shall have
the same meanings as the Agreement, unless defined otherwise in
this Agreement.
ARTICLE
2. Clause 6.2 d. of the Convertible Bonds Subscription
Agreement
Section 6.2.d
of the Convertible Bonds Subscription Agreement is amended to by
deleting the text thereof and inserting the following in its
place:
Put/Redemption Option : The Subscriber shall have put/redemption option
as follows:
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2.1
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In case Cintel
does not go through the initial public offering process by October
31, 2009 for any reason not solely attributable to the Subscriber,
the Subscriber shall be entitled to exercise its put option to
redeem the partial amount of the principal amount of the Bonds to
the extent of KRW 20 billion and shall be entitled to receive the
following amount from Cintel:
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(a)
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The partial
amount of the principal amount of the Bonds that is being redeemed;
and
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(b)
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The payment of
interest on the KRW 20 billion calculated at the compounded rate of
fourteen percent (14%) per annum from the date of the issuance of
the Bonds (including the day) until the date of redemption (not
including the day).
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2.2
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In case Cintel
does not go through the initial public offering process by October
31, 2010 for any reason not solely attributable to the Subscriber,
the Subscriber shall be entitled to exercise its put option to
redeem the outstanding principal balance of the Bonds at the face
value thereof and shall be entitled to receive the following amount
(together with the amount to be paid by Cintel pursuant to Section
2.1 above, the “ Put Amount, ” which
has not been paid as required in Section 2.1) from
Cintel:
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