Chapter IV Separate Agreement Between Creditor Financial Institutions

Article 15 (Board of Creditor Financial Institution)

15.1 When, in connection with the Workout, assistance between the Creditor Financial Institutions is necessary, the Board of Creditor Financial Institutions (the "Board") shall be composed of the Creditor Financial Institutions of the Related Company.

15.2 The major creditor bank (or bank which lent the largest amount of money, if there is no major creditor bank) (the "Supervisory Bank") shall manage the organization and operation of the Board.

15.3 A Creditor Financial Institution other than the Supervisory Bank may, on its own or together with other Creditor Financial Institutions, request the Supervisory Bank to convene a meeting of the Board. Upon such request of the Supervisory Bank a meeting of the Board shall be convened without delay; provided, however, that the meeting of the Board shall be convened to only if the Creditor Financial Institution requesting the meeting has a Claim Amount exceeding one-fourth of the total Claim Amount of all the Creditor Financial Institutions against the Related Company. In that case notwithstanding item 5 of Article 2, such Claim Amount may be the Claim Amount on the current date as proven by the Company Credit Information of the Korea Federation of Banks.

15.4 The Supervisory Bank shall convene the first meeting of the Board within ten (10) days of notice therefor.

15.5 The Supervisory Bank may decide whether the recovery of the Related Company is possible. They also determine the Workout promotion plan for companies with the possibility of being salvaged and other matters in connection therewith (i.e. the decision on the period in which the right to exercise a claim is suspended, as described in Article 18.4). (amended on August 14, 1998)

15.6 When necessary for smooth discussions between the Creditor Financial Institutions, the Supervisory Bank may ask the Committee for advice.

15.7 The Creditor Financial Institution may request the Related Company's collect a letter of commitment for the extended maturity date of a credit held by a financial institution that has not entered into this Agreement. Such financial institution shall be deemed to be the Creditor Financial Institution which is party hereto.

15.8 Resolutions of the Board shall be adopted by the affirmative vote of the Creditor Financial Institutions having three-fourths or more of the Claim on the basis of the Claim Amount.

15.9 In case a guaranty is included in the Claim under the proviso of item 4 of Article 2, the financial institution holding the guaranty shall be deemed, as the Creditor Financial Institution of the Related Company, to agree with these matters resolved by the Board.

Article 16 (Operation Committee)

16.1 The Supervisory Bank, under the consent of the Board, may establish an Operations Committee composed of the representatives of the Creditor Financial Institutions.

16.2 The Operations Committee shall determine the number of its committee members.

16.3 The Operations Committee shall do all items in connection with the matters decided by the Board and other matters assigned from the Board.

16.4 Resolutions of the Operations Committee shall be adopted by an affirmative vote of two-thirds or more of the committee members present at a meeting where two-thirds or more of the total number of the members are in attendance.

Article 17 (Application to other Affiliate Company)

17.1 When deemed necessary to determine whether another affiliate company of the Related Company shall be subject to the Workout, a Board may be established for each such affiliate company.

17.2 The major creditor bank of an affiliate company group shall supervise the Board referred to the above paragraph.

17.3 The major creditor banks shall manage each Board for an affiliate company, and the major creditor bank of the affiliate company group shall administer the overall affairs thereof.

17.4 The matters referred to in Article 17.1 above shall be determined by the affirmative vote of the Creditor Financial Institution holding a majority of the Claims against the related affiliate company.

17.5 In an event where the affiliate company is determined to be subject to the Workout, then the Supervisory Bank over the Board for the Related Company shall convene the first meeting of the Board within ten (10) days of the determinate date.

Article 18 (Suspension of Claim Exercise)

18.1 Upon notice of the convening of a meeting of the Board under Article 15.4, the Creditor Financial Institution shall suspend exercise of its claim, including the demand of repayment and its right to demand performance of guaranties against the Related Company, except regarding the restoration of notes exchange for interrupting prescription or the set-off against a collateral deposit that the Creditor Financial Institution acquired prior to such notice.

18.2 In the period in which the right to exercise a claim is suspended, as described in Article 18.1 above, even if the notes and checks issued for financing by the Related Company are not honored, suspension of the transaction as provided for under Article 78 (Disposition of Transaction Suspension) of the Clearing-House Regulation shall not be made.

18.3 In the period in which the right to exercise a claim is suspended, as described in Article 18.1 above, the Related Company whose transaction is not suspended in accordance with Article 18.2 above shall have its suspended registration under Article 10 (Person of Bad Credit Information) of the Credit Information Exchange Management Regulation of Financial Institution, and even if interest is unpaid, the unpaid interest shall not be deemed to be default interest.

18.4 In consideration of the scale of the Related Company and the number of the Creditor Financial Institutions, etc., the Board, at its first meeting thereof, shall determine the period for which the claim exercise shall be suspended, such period shall not exceed one (1) month (or three (3) months, if due diligence is necessary) from the beginning date of the suspension period, and such period may be extended up to one (1) month only, and only one time.

18.5 In the period in which the right to exercise a claim is suspended, as described in preceding paragraph, should the Committee receive a request for mediation, such suspension period shall be deemed to be extended up to the date of notice of the mediation decision under Article 12.1.

18.6 In the event that notice for convening meetings of the Board is given as set forth in Article 17.5, the provisions of Paragraph 1 to 5 in this Article shall apply: provided, however, that if a company is determined not to be subject to the Workout, the foregoing provisions shall apply.