þ	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

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ITEM 1.	FINANCIAL STATEMENTS

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•	Level 1 – Financial assets and liabilities whose values are based on unadjusted quoted market prices for identical assets and liabilities in an active market that the Company has the ability to access.

•	Level 2 – Financial assets and liabilities whose values are based on quoted prices in markets that are not active or model inputs that are observable for substantially the full term of the asset or liability.

•	Level 3 – Financial assets and liabilities whose values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement.

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•	Climate — The Company’s Climate product line includes climate air handling modules, powertrain cooling modules, heat exchangers, compressors, fluid transport and engine induction systems.

•	Electronics — The Company’s Electronics product line includes audio systems, infotainment systems, driver information systems, powertrain and feature control modules, climate controls, and electronic control modules.

•	Interiors — The Company’s Interiors product line includes instrument panels, cockpit modules, door trim and floor consoles.

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•	The Parent Company, the issuer of the guaranteed obligations;

•	Guarantor subsidiaries, on a combined basis, as specified in the Indenture related to the Senior Notes;

•	Non-guarantor subsidiaries, on a combined basis;

•	Consolidating entries and eliminations representing adjustments to (a) eliminate intercompany transactions between or among the Parent Company, the guarantor subsidiaries and the non-guarantor subsidiaries, (b) eliminate the investments in subsidiaries, and (c) record consolidating entries.

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ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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•	Climate — The Company’s Climate product line includes climate air handling modules, powertrain cooling modules, heat exchangers, compressors, fluid transport and engine induction systems.

•	Electronics — The Company’s Electronics product line includes audio systems, infotainment systems, driver information systems, powertrain and feature control modules, climate controls, and electronic control modules.

•	Interiors — The Company’s Interiors product line includes instrument panels, cockpit modules, door trim and floor consoles.

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•	Climate — The Company’s Climate product line includes climate air handling modules, powertrain cooling modules, heat exchangers, compressors, fluid transport and engine induction systems.

•	Electronics — The Company’s Electronics product line includes audio systems, infotainment systems, driver information systems, powertrain and feature control modules, climate controls, and electronic control modules.

•	Interiors — The Company’s Interiors product line includes instrument panels, cockpit modules, door trim and floor consoles.

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•	Visteon’s ability to satisfy its future capital and liquidity requirements; Visteon’s ability to access the credit and capital markets at the times and in the amounts needed and on terms acceptable to Visteon; Visteon’s ability to comply with covenants applicable to it; and the continuation of acceptable supplier payment terms.

•	Visteon’s ability to satisfy its pension and other postretirement employee benefit obligations, and to retire outstanding debt and satisfy other contractual commitments, all at the levels and times planned by management.

•	Visteon’s ability to access funds generated by its foreign subsidiaries and joint ventures on a timely and cost effective basis.

•	Changes in the operations (including products, product planning and part sourcing), financial condition, results of operations or market share of Visteon’s customers.

•	Changes in vehicle production volume of Visteon’s customers in the markets where it operates, and in particular changes in Ford’s and Hyundai Kia’s vehicle production volumes and platform mix.

•	Increases in commodity costs or disruptions in the supply of commodities, including steel, resins, aluminum, copper, fuel and natural gas.

•	Visteon’s ability to generate cost savings to offset or exceed agreed upon price reductions or price reductions to win additional business and, in general, improve its operating performance; to achieve the benefits of its restructuring actions; and to recover engineering and tooling costs and capital investments.

•	Visteon’s ability to compete favorably with automotive parts suppliers with lower cost structures and greater ability to rationalize operations; and to exit non-performing businesses on satisfactory terms, particularly due to limited flexibility under existing labor agreements.

•	Restrictions in labor contracts with unions that restrict Visteon’s ability to close plants, divest unprofitable, noncompetitive businesses, change local work rules and practices at a number of facilities and implement cost-saving measures.

•	The costs and timing of facility closures or dispositions, business or product realignments, or similar restructuring actions, including potential asset impairment or other charges related to the implementation of these actions or other adverse industry conditions and contingent liabilities.

•	Significant changes in the competitive environment in the major markets where Visteon procures materials, components or

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•	Legal and administrative proceedings, investigations and claims, including shareholder class actions, inquiries by regulatory agencies, product liability, warranty, employee-related, environmental and safety claims and any recalls of products manufactured or sold by Visteon.

•	Changes in economic conditions, currency exchange rates, changes in foreign laws, regulations or trade policies or political stability in foreign countries where Visteon procures materials, components or supplies or where its products are manufactured, distributed or sold.

•	Shortages of materials or interruptions in transportation systems, labor strikes, work stoppages or other interruptions to or difficulties in the employment of labor in the major markets where Visteon purchases materials, components or supplies to manufacture its products or where its products are manufactured, distributed or sold.

•	Changes in laws, regulations, policies or other activities of governments, agencies and similar organizations, domestic and foreign, that may tax or otherwise increase the cost of, or otherwise affect, the manufacture, licensing, distribution, sale, ownership or use of Visteon’s products or assets.

•	Possible terrorist attacks or acts of war, which could exacerbate other risks such as slowed vehicle production, interruptions in the transportation system or fuel prices and supply.

•	The cyclical and seasonal nature of the automotive industry.

•	Visteon’s ability to comply with environmental, safety and other regulations applicable to it and any increase in the requirements, responsibilities and associated expenses and expenditures of these regulations.

•	Visteon’s ability to protect its intellectual property rights, and to respond to changes in technology and technological risks and to claims by others that Visteon infringes their intellectual property rights.

•	Visteon’s ability to quickly and adequately remediate control deficiencies in its internal control over financial reporting.

•	Other factors, risks and uncertainties detailed from time to time in Visteon’s Securities and Exchange Commission filings.

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ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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ITEM 4.	CONTROLS AND PROCEDURES

ITEM 1.	LEGAL PROCEEDINGS

ITEM 1A.	RISK FACTORS

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

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ITEM 6.	EXHIBITS

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*	Indicates that exhibit is a management contract or compensatory plan or arrangement.

**

Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files as Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

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1.	Definitions And Interpretation    1

2.	The Facility    10

3.	Purpose    10

4.	Conditions Of Utilisation    11

5.	Utilisation    11

6.	Repayment    12

7.	Prepayment And Cancellation    12

8.	Mandatory Prepayment    13

9.	Interest    14

10.	Interest Periods    15

11.	Fees    15

12.	Tax Gross-Up And Indemnities    15

13.	Increased Costs    17

14.	Mitigation By The Lenders    18

15.	Other Indemnities    19

16.	Costs And Expenses    20

17.	Representations    20

18.	Information Undertakings    23

19.	General Undertakings    24

20.	Events Of Default    29

21.	Changes To The Parties    32

22.	Disclosure Of Information    35

23.	Role Of The Facility Agent    35

24.	Role Of Security Agent    39

25.	Sharing Among The Finance Parties    44

26.	Payment Mechanics    46

27.	Set-Off    47

28.	Application Of Proceeds    48

29.	Notices    49

30.	Calculations And Certificates    50

31.	Partial Invalidity    50

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32.	Remedies And Waivers    50

33.	Amendments And Waivers    51

34.	Counterparts    51

35.	Governing Law    51

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(1)	VISTEON KOREA HOLDINGS CORPORATION (the "Borrower");

(2)	KOOKMIN BANK as original lender (the "Original Lender");

(3)	KOOKMIN BANK as facility agent of the Finance Parties (other than itself) (the "Facility Agent"); and

(4)	KOOKMIN BANK as security agent of the Secured Parties (other than itself) (the "Security Agent").

1.	DEFINITIONS AND INTERPRETATION

1.1	Definitions

(a)	an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation, lodgement or registration; or

(b)	in relation to anything which will be fully or partly prohibited or restricted by law if a Governmental Agency intervenes or acts in any way within a specified period after lodgement, filing, registration or notification, the expiry of that period without intervention or action.

(a)	in relation to any entity incorporated or organised under the laws of Korea, the Debtor Rehabilitation

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(b)	in all other cases, any domestic or foreign law relating to bankruptcy, judicial management, moratorium, insolvency, reorganisation, administration or relief of debtors in effect in any jurisdiction.

(a)	NICE Pricing Service Inc.;

(b)	KIS Pricing Inc.;

(c)	Korea Asset Pricing & Korea Ratings Co., Ltd.; and

(d)	FN Pricing Inc.

(a)	in relation to the Original Lender, KRW1,000,000,000,000 and the amount of any other Commitment transferred to it under this Agreement; and

(b)	in relation to any other Lender, the amount of any Commitment transferred to it under this Agreement,

(a)	any dividends, charges, fees or other distributions (or interest on any unpaid dividends, charges, fees or other distributions) (whether in cash or in kind) on or in respect of its share capital (or any class of its share capital) paid by any member of the Group; and/or

(b)	any payment paid by any member of the Group in respect of any redemption or reduction of any Equity Interest of any other member of the Group; and/or

(c)	any management service related fees or payment payable by the Target or its Restricted Subsidiaries pursuant to the LERA Program payable to its direct or indirect shareholders.

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(a)	any shares of any class or capital stock of or equity interest in such person or any depositary receipt in respect of such shares, capital stock or equity interest;

(b)	any security convertible (whether at the option of the holder thereof or otherwise and whether such conversion is conditional or otherwise) into any such shares, capital stock, equity interest or depositary receipt, or any depositary receipt in respect of such shares; and

(c)	any option, warrant or other right to acquire any such shares, capital stock, capital interest, securities or depositary receipts referred to in paragraphs (a) and (b) above.

(a)	if the Acquisition Closing Date occurs within six (6) Months from the Initial Utilisation Date, the date falling twelve (12) Months from the Initial Utilisation Date; and

(b)	if the Acquisition Closing Date does not occur within six (6) Months from the Initial Utilisation Date, the date falling six (6) Months from the Initial Utilisation Date.

(a)	all obligations of such person for borrowed money or with respect to deposits or advances of any kind having the commercial effect of a borrowing (excluding deposits by customers made in the ordinary course of business and on ordinary business terms);

(b)	all obligations of such person evidenced by bonds, debentures, notes or similar instruments (excluding obligations of such person evidenced by notes or similar instruments issued in respect of “accounts payable” in the ordinary course of business);

(c)	all obligations of such person upon which interest charges are customarily paid having the commercial effect of a borrowing;

(d)	all Financial Indebtedness of any other person secured by any Security on any property owned

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(e)	all obligations of such person under conditional sale or other title retention agreements relating to property acquired by such person having the commercial effect of a borrowing (excluding agreements made in the ordinary course of business);

(f)	all obligations of such person in respect of the deferred purchase price of property or services outstanding more than ninety (90) days after its customary date of payment;

(g)	all guarantees by such person with respect to the Financial Indebtedness of other person(s);

(h)	all obligations which are required to be classified and accounted for as finance leases on the balance sheet of such person;

(i)	any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution;

(j)	all obligations, contingent or otherwise, of such person in respect of bankers’ acceptances issued by a bank or financial institution;

(k)	any indebtedness for or in respect of receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);

(l)	any indebtedness for or in respect of any amount raised under any other transaction (including any forward sale or purchase agreement) having the commercial effect of a borrowing;

(m)	any indebtedness for or in respect of shares or equity interests that are expressed to be redeemable; and

(n)	any indebtedness for or in respect of any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the marked to market value shall be taken into account).

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(a)	the Original Lender; and

(b)	any person which has become a Lender in accordance with Clause 21 (Changes to the Parties),

(a)	if any Loan is then outstanding, a Lender or Lenders whose participations in the Loan(s) then outstanding aggregate more than 66 2/3% of the Loan(s), or

(b)	if there is no Loan then outstanding, a Lender or Lenders whose Available Commitments aggregate more than 66 2/3% of the Available Facility.

(a)	the business, operations, assets or financial condition of the Borrower;

(b)	the ability of the Borrower to meet its payment obligations under the Finance Documents as they become due and payable;

(c)	the validity, legality or enforceability of the Finance Documents or the rights or remedies of any Finance Party under the Finance Documents; or

(d)	the validity, legality or enforceability of the Security expressed to be created pursuant to the Security Documents.

(a)	subject to paragraph (c) below, if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day;

(b)	if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month; and

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(c)	if an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end on the last Business Day in the calendar month in which that Interest Period is to end.

(a)	made in the ordinary course of business of the disposing person;

(b)	of assets in exchange for other assets comparable or superior as to type, value and quality and for a similar purpose;

(c)	of shares in Halla Alabama to Visteon Corporation or other affiliates by the Target; or

(d)	of assets, interests or rights as permitted by the Facility Agent (acting reasonably).

(a)	incurred under the Finance Document;

(b)	as listed in Schedule 6 (Existing Indebtedness) (including any amendment, renewal, refinancing or extension thereof without increase in the principal amount);

(c)	arising under spot and forward delivery foreign exchange contracts entered into by the Target in the ordinary course of business and not for speculative purposes;

(d)	any derivatives transaction entered into by the Target for the hedging of actual or projected real exposures arising in the ordinary course of trading activities (including to hedge interest rate risk) and not for speculative purposes;

(e)	under finance or capital leases, provided that the aggregate capital value of all such items so leased during the term of this Agreement under outstanding leases by the Target does not exceed KRW25,000,000,000 at any time;

(f)	incurred by the Target in the ordinary course of business in connection with cash pooling, netting and cash management arrangements consisting of overdrafts or similar arrangements;

(g)	incurred under any Permitted Transaction;

(h)	constituted by any shareholder loan made to the Borrower by the Sponsor or its direct or indirect shareholder provided that such shareholder loan has been fully subordinated to the Facility in form and substance satisfactory to the Facility Agent; or

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(i)	as permitted by the Facility Agent (acting reasonably);

(a)	the Account Kun-Pledge Agreement;

(b)	the Borrower Share Kun-Pledge Agreement;

(c)	the Sponsor Share Kun-Pledge Agreement (Borrower); and

(d)	the Sponsor Share Kun-Pledge Agreement (Target),

(a)	which is controlled, directly or indirectly, by the first mentioned company or corporation;

(b)	more than half the issued equity share capital of which is beneficially owned, directly or indirectly, by the first mentioned company or corporation; or

(c)	which is a Subsidiary of another Subsidiary of the first mentioned company or corporation,

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(a)	the proposed Transfer Date specified in the Transfer Certificate; and

(b)	the date on which the Facility Agent executes the Transfer Certificate.

1.2	Construction

(a)	Unless a contrary indication appears, any reference in this Agreement to:

(i)	any "Administrative Party", the "Facility Agent", the “Security Agent”, any "Finance Party", any “Secured Party”, any "Lender" or any "Party" shall be construed so as to include its successors in title and permitted transferees;

(ii)	"assets" includes present and future properties, revenues and rights of every description;

(iii)	a "Finance Document" or any other agreement or instrument is a reference to that Finance Document or other agreement or instrument as amended, novated, supplemented, extended or restated;

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(iv)	"including" shall be construed as "including without limitation";

(v)	"indebtedness" includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;

(vi)	a Lender's "participation" in the Loan or an Unpaid Sum includes an amount representing the fraction or portion (attributable to such Lender by virtue of the provisions of this Agreement) of the total amount of the Loan or Unpaid Sum and the Lender's rights under this Agreement in respect thereof;

(vii)	a "person" includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium or partnership (whether or not having separate legal personality);

(viii)	a "regulation" includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation;

(ix)	a provision of law is a reference to that provision as amended or re-enacted; and

(x)	a time of day is a reference to Seoul time.

(b)	Clause and Schedule headings are for ease of reference only.

(c)	Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.

(d)	A Default (other than an Event of Default) is "continuing" if it has not been remedied or waived and an Event of Default is "continuing" if it has not been waived.

(e)

Where this Agreement specifies an amount in a given currency (the "specified currency") "or its equivalent", the "equivalent" is a reference to the amount of any other currency which, when converted into the specified currency utilising the Facility Agent's spot rate of exchange for the purchase of the specified currency with that other currency at or about 11 a.m. on the relevant date, is equal to the relevant amount in the specified currency.

1.3	Currency Symbol and Definition

2.	THE FACILITY

2.1	The Facility

2.2	Finance Parties' rights and obligations

(a)	The obligations of the Finance Parties under the Finance Documents are several. Failure by a Finance Party to perform its obligations under the Finance Documents does not affect the obligations of any other Party under the Finance Documents. No Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents.

(a)	The rights of the Finance Parties under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Finance Party from the Borrower

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(b)	A Finance Party may, except as otherwise stated in the Finance Documents, separately enforce its rights under the Finance Documents.

3.	PURPOSE

3.1	Purpose

3.2	Monitoring

4.	CONDITIONS OF UTILISATION

4.1	Initial conditions precedent

4.2	Further conditions precedent

(a)	no Default is continuing or would result from the proposed Loan; and

(b)	the Repeating Representations to be made by the Borrower are true in all material respects.

5.	UTILISATION

5.1	Delivery of the Utilisation Request

5.2	Completion of the Utilisation Request

(a)	The Utilisation Request is irrevocable and will not be regarded as having been duly completed unless:

(i)	the proposed Utilisation Date is a Business Day within the Availability Period;

(ii)	the currency and amount of the Utilisation comply with Clause 5.4 (Currency and amount);

(iii)	the proposed Interest Period complies with Clause 10 (Interest Periods); and

(iv)	the account to which the Loan will be disbursed to the Borrower shall be the Drawdown Account.

(a)	Only one Loan may be requested in each Utilisation Request.

5.3	Maximum number of Utilisations

5.4	Currency and amount

(a)	The currency specified in the Utilisation Request must be KRW.

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(b)	The amount of the proposed Loan must be an amount which is not more than the Available Facility and which is a minimum of KRW10,000,000,000 or, if less, the Available Facility.

5.5	Lenders' participations

(a)	If the conditions set out in Clause 4 (Conditions of Utilisation) and 5.1 (Delivery of the Utilisation Request) to 5.4 (Currency and amount) above have been met, each Lender shall make its participation in the Loan available by the Utilisation Date through its Facility Office.

(b)	The amount of each Lender's participation in the Loan will be equal to the proportion borne by its Available Commitment to the Available Facility immediately prior to making the Loan.

(c)	The Facility Agent shall notify each Lender of the amount of each Loan and the amount of its participation in the Loan by the Specified Time.

5.6	Cancellation of Commitment

6.	REPAYMENT

6.1	Repayment of Loan

7.	PREPAYMENT AND CANCELLATION

7.1	Illegality

(a)	that Lender shall promptly notify the Facility Agent upon becoming aware of that event;

(b)	upon the Facility Agent notifying the Borrower, the Commitment of that Lender will be immediately cancelled; and

(c)	the Borrower shall repay that Lender's participation in the Loans on the last day of the Interest Period for each Loan occurring after the Facility Agent has notified the Borrower or, if earlier, the date specified by the Lender in the notice delivered to the Facility Agent (being no earlier than the last day of any applicable grace period permitted by law).

7.2	Voluntary cancellation

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7.3	Voluntary prepayment of the Loan

7.4	Right of prepayment and cancellation in relation to a single Lender

(a)	If:

(i)	any sum payable to any Lender by the Borrower is required to be increased under paragraph (a) of Clause 12.2 (Tax gross-up); or

(ii)	any Lender claims indemnification from the Borrower under Clause 12.3 (Tax indemnity) or Clause 13.1 (Increased costs),

(b)	On receipt of a notice of cancellation referred to in paragraph (a) above, the Commitment of that Lender shall immediately be reduced to zero.

(c)	On the last day of each Interest Period which ends after the Borrower has given notice of cancellation under paragraph (a) above, the Borrower shall prepay that Lender's participation in the relevant Loan.

7.5	Restrictions

(a)	Any notice of cancellation or prepayment given by any Party under this Clause 7 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment.

(b)	Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid without prepayment fee or penalty.

(c)	The Borrower may not reborrow any part of the Facility which is prepaid.

(d)	The Borrower shall not repay or prepay all or any part of the Loans or reduce any Commitment except at the times and in the manner expressly provided for in this Agreement.

(e)	If any Commitment is reduced or cancelled in accordance with this Agreement, the amount of such reduction may not be subsequently reinstated.

(f)	If the Facility Agent receives a notice under this Clause 7 it shall promptly forward a copy of that notice to either the Borrower or the affected Lender, as appropriate.

8.	MANDATORY PREPAYMENT

8.1	Definitions relating to mandatory prepayment

(a)	the gross cash proceeds (including payments from time to time in respect of instalment obligations

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(b)	the sum of:

(i)	the amount, if any, of all taxes paid or estimated to be payable by the Borrower in connection with such Prepayment Event; and

(ii)	reasonable and customary fees, commissions, expenses, issuance costs, discounts and other costs paid by the Borrower in connection with such Prepayment Event, in case only to the extent not already deducted in arriving at the amount referred to in paragraph (a) above.

8.2	Mandatory Prepayment

9.	INTEREST

9.1	Calculation of interest

(a)	Margin; and

(b)	Base Rate.

9.2	Payment of interest

9.3	Default interest

9.4	Notification of rates of interest

10.	INTEREST PERIODS

10.1	Interest Periods

(a)	Subject to paragraphs (b) and (d) below, The Interest Period for a Loan shall be three (3) Months.

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(b)	An Interest Period for a Loan shall not extend beyond the Final Repayment Date.

(c)	The Interest Period for a Loan shall start on the relevant Utilisation Date or (if a Loan has already been made) on the last day of the preceding Interest Period of the Loan.

(d)	The initial Interest Period for a Loan which is not made on the Initial Utilisation Date shall start on the relevant Utilisation Date and end on the immediately next last day of an Interest Period for the existing Loan. Thereafter, the Interest Period for such Loan shall start on the last day of the preceding Interest Period.

10.2	Non-Business Days

11.	FEES

11.1	Upfront fee

11.2	Facility Agent fee

11.3	Security Agent fee

12.	TAX GROSS-UP AND INDEMNITIES

12.1	Tax definitions

(a)	In this Clause 12:

(b)	Unless a contrary indication appears, in this Clause 12 a reference to "determines" or "determined" means a determination made in the absolute discretion of the person making the determination.

12.2	Tax gross-up

(a)

All payments to be made by the Borrower to any Finance Party under the Finance Documents shall be made free and clear of and without any Tax Deduction unless the Borrower is required to make a Tax Deduction, in which case the sum payable by the Borrower (in respect of which such Tax Deduction is required to be made) shall be increased to the extent necessary to ensure that such Finance Party receives a sum net of any deduction or withholding equal to the sum which it would have received had no such Tax Deduction been made or required to be made.

(b)	The Borrower shall promptly upon becoming aware that the Borrower must make a Tax Deduction (or that

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(c)	If the Borrower is required to make a Tax Deduction, the Borrower shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.

(d)

Within thirty (30) days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Borrower making that Tax Deduction shall deliver to the Facility Agent for the Finance Party entitled to the payment evidence reasonably satisfactory to that Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.

12.3	Tax indemnity

(a)

Without prejudice to Clause 12.2 (Tax gross-up), if any Finance Party is required to make any payment of or on account of Tax on or in relation to any sum received or receivable under the Finance Documents or if any liability in respect of any such payment is asserted, imposed, levied or assessed against any Finance Party, the Borrower shall, within ten (10) Business Days of demand of the Facility Agent, promptly indemnify the Finance Party which suffers a loss or liability as a result against such payment or liability, together with any interest, penalties, costs and expenses payable or incurred in connection therewith, provided that this Clause 12.3 shall not apply to:

(i)	any Tax imposed on and calculated by reference to the net income actually received or receivable by such Finance Party by the jurisdiction in which such Finance Party is incorporated; or

(ii)	any Tax imposed on and calculated by reference to the net income of the Facility Office of such Finance Party actually received or receivable by such Finance Party by the jurisdiction in which its Facility Office is located.

(b)	A Finance Party intending to make a claim under paragraph (a) shall notify the Facility Agent of the event giving rise to the claim, whereupon the Facility Agent shall notify the Borrower thereof.

(c)	A Finance Party shall, on receiving a payment from the Borrower under this Clause 12.3, notify the Facility Agent.

12.4	Tax credit

(a)	a Tax Credit is attributable to that Tax Payment; and

(b)	that Finance Party has obtained, utilised and retained that Tax Credit,

12.5	Stamp taxes

(a)	pay all stamp duty, registration and other similar Taxes payable in respect of any Finance Document, and

(b)	within ten (10) Business Days of demand, indemnify each Finance Party against any cost, loss

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12.6	Indirect tax

(a)

All amounts set out or expressed in a Finance Document to be payable by any Party to a Finance Party shall be deemed to be exclusive of any Indirect Tax. If any Indirect Tax is chargeable on any supply made by any Finance Party to any Party in connection with a Finance Document, that Party shall pay to the Finance Party (in addition to and at the same time as paying the consideration) an amount equal to the amount of the Indirect Tax.

(a)	Where a Finance Document requires any Party to reimburse a Finance Party for any costs or expenses, that Party shall also at the same time pay and indemnify the Finance Party against all Indirect Tax incurred by that Finance Party in respect of the costs or expenses to the extent the Finance Party reasonably determines that it is not entitled to credit or repayment in respect of the Indirect Tax.

13.	INCREASED COSTS

13.1	Increased costs

(a)

Subject to Clause 13.3 (Exceptions) the Borrower shall, within ten (10) Business Days of a demand by the Facility Agent, pay for the account of a Finance Party the amount of any Increased Costs incurred by that Finance Party or any of its Affiliates as a result of (i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation or (ii) compliance with any law or regulation made after the date of this Agreement. The terms "law" and "regulation" in this paragraph (a) shall include, without limitation, any law or regulation concerning capital adequacy, liquidity, reserve assets or Tax.

(b)

If at any time the Borrower is required to pay any additional amount to a Lender pursuant to the paragraph (a) above, then the Borrower, on ten (10) Business Days’ prior written notice to the Facility Agent and such Lender, may request that Lender to (and that Lender shall) transfer all (and not part only) of its rights and obligations under the relevant Finance Documents (on terms that are agreeable to that Lender and at the cost of the Borrower) to another Lender or to another bank or financial institution that is selected by the Borrower and that confirms its willingness to assume and does assume all the obligations of that Lender.

(c)	In this Agreement "Increased Costs" means:

(i)	a reduction in the rate of return from the Facility or on a Finance Party's overall capital;

(ii)	an additional or increased cost; or

(iii)	a reduction of any amount due and payable under any Finance Document,

13.2	Increased cost claims

(a)	A Finance Party intending to make a claim pursuant to Clause 13.1 (Increased costs) shall notify the Facility Agent of the event giving rise to the claim, following which the Facility Agent shall promptly notify the Borrower.

(b)	Each Finance Party shall, as soon as practicable after a demand by the Facility Agent, provide a certificate confirming the amount of its Increased Costs.

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13.3	Exceptions

(a)	attributable to a Tax Deduction required by law to be made by the Borrower;

(b)	compensated for by Clause 12.3 (Tax indemnity); or

(c)	attributable to the wilful breach by the relevant Finance Party of any law or regulation.

14.	MITIGATION BY THE LENDERS

14.1	Mitigation

(a)	Each Finance Party shall, in consultation with the Borrower, take all reasonable steps to mitigate any circumstances which arise and which would result in any amount becoming payable under or pursuant to, or cancelled pursuant to, any of Clause 7.1 (Illegality), Clause 12 (Tax gross-up and indemnities) or Clause 13 (Increased costs), including:

(i)	providing such information as the Borrower may reasonably request in order to permit the Borrower to determine its entitlement to claim any exemption or other relief (whether pursuant to a double taxation treaty or otherwise) from any obligation to make a Tax Deduction; and

(ii)	in relation to any circumstances which arise following the date of this Agreement, transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office.

(b)	Paragraph (a) above does not in any way limit the obligations of the Borrower under the Finance Documents.

14.2	Limitation of liability

(a)	The Borrower shall promptly indemnify each Finance Party for all costs and expenses reasonably incurred by that Finance Party as a result of steps taken by it under Clause 14.1 (Mitigation).

(b)	A Finance Party is not obliged to take any steps under Clause 14.1 (Mitigation) if, in the opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it.

14.3	Conduct of business by the Finance Parties

(a)	interfere with the right of any Finance Party to arrange its affairs (tax or otherwise) in whatever manner it thinks fit;

(b)	oblige any Finance Party to investigate or claim any credit, relief, remission or repayment available to it or the extent, order and manner of any claim; or

(c)	oblige any Finance Party to disclose any information relating to its affairs (tax or otherwise) or any computations in respect of Tax.

15.	OTHER INDEMNITIES

15.1	Other indemnities

(a)	the occurrence of any Event of Default;

(b)	the information produced or approved by the Borrower being misleading and/or deceptive in any material respect;

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(c)	any enquiry, investigation, subpoena (or similar order) or litigation with respect to the Borrower or with respect to the transactions contemplated or financed under this Agreement;

(d)	a failure by the Borrower to pay any amount due under a Finance Document on its due date or in the relevant currency;

(e)	funding, or making arrangements to fund, its participation in a Loan requested by the Borrower in the Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of gross negligence or wilful misconduct of that Finance Party); or

(f)	a Loan (or part of a Loan) not being prepaid in accordance with a notice of prepayment given by the Borrower.

15.2	Indemnity to the Facility Agent

(a)	investigating any event which it reasonably believes is a Default; or

(b)	acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised.

15.3	Indemnity to the Secured Parties

(a)	the taking, holding, protection or enforcement of the Transaction Security;

(b)	the exercise of any of the rights, powers, discretions and remedies vested in the Secured Parties by the Finance Documents or by law; and

(c)	any default by the Borrower or a member of the Group in the performance of any of the obligations expressed to be assumed by it in the Finance Documents.

16.	COSTS AND EXPENSES

16.1	Transaction expenses

(a)	this Agreement and any other documents referred to in this Agreement and the Transaction Security; and

(b)	any other Finance Documents executed after the date of this Agreement.

16.2	Amendment costs

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16.3	Enforcement and preservation costs

17.	REPRESENTATIONS

17.1	Status

(a)	It is a corporation, duly incorporated and validly existing under the laws of Korea.

(b)	It has the power to own its assets and carry on its business as it is being conducted.

17.2	Binding obligations

17.3	Non-conflict with other obligations

(a)	any law or regulation applicable to it;

(b)	its constitutional documents; or

(c)	any agreement or instrument binding upon it or any of its assets.

17.4	Power and authority

17.5	Validity and admissibility in evidence

(a)	to enable it lawfully to enter into, exercise its rights and comply with its obligations in the Finance Documents to which it is a party;

(b)	to make the Finance Documents to which it is a party admissible in evidence; and

(c)	for it to carry on their business,

17.6	Deduction of Tax

17.7	No filing or stamp taxes

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17.8	No default

(a)	No Event of Default is continuing or is expected to result from the making of any Utilisation.

(b)	No other event or circumstance is outstanding which constitutes a default under any other agreement or instrument which is binding on it or to which its assets are subject which might have a Material Adverse Effect.

17.9	Information

(a)	Except as otherwise disclosed by the Borrower to the Facility Agent prior to the date of this Agreement, it is not aware of any untrue statement of any material fact it made, or of any omission of any material fact from any of the information it provided.

(b)

All other factual information provided in writing by or on behalf of the Borrower or any member of the Group (including its advisers) to any Finance Party is true and complete in all materials respects as at the date such information is provided or as at the date (if any) at which it is stated, and does not contain any untrue statement of a material fact or omit to state a material fact necessary to make such information, in light of the circumstances in which such information is provided, not misleading in any material respect. For the avoidance of doubt, any information or data relating to budgets, forecasts and other business or financial projections and all other forward-looking information in relation to the Borrower that may have been provided by the Borrower or its representatives shall not be viewed as facts or a guarantee of performance or achievement of any particular results.

17.10	Financial statements

(a)	The financial statements most recently supplied by it to the Facility Agent (which, at the date of this Agreement, are the Original Financial Statements) were prepared in accordance with K-IFRS (in the case of the Original Financial Statements, GAAP) consistently applied.

(b)	The financial statements most recently supplied by it to the Facility Agent (which, at the date of this Agreement, are the Original Financial Statements) give a true and fair view and represent its (in the case of the Original Financial Statements, Target’s) financial condition and operations during the relevant financial year.

(c)	There has been no material adverse change in the business or financial condition of the Target since the date of the Original Financial Statements.

17.11	Pari passu ranking

17.12	No proceedings pending or threatened

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17.13	Authorised Signatures

17.14	Security

17.15	Ranking

17.16	Transaction Security

17.17	Good title to assets

17.18	Legal and beneficial owner

17.19	Insolvency

(a)	It is able to meet its obligations as they fall due, and it does not or has not admitted any inability to pay its debts as they fall due or has suspended making payments on any of its debts.

(b)	No moratorium has been declared in respect of any of the indebtedness of the Borrower.

(c)	None of the events referred to in Clause 20.6 (Insolvency proceedings) has occurred nor been threatened in relation to the Borrower.

17.20	Taxation

(a)	It has paid and discharged all material Taxes imposed upon it or any of its assets within the time period allowed without incurring penalties, save to the extent that (a) payment of such Taxes is being contested in good faith and (b) it has maintained reserves (that are, in its good faith determination, adequate) for such Taxes.

(b)	It is not materially overdue in the filing of any Tax returns where late filing will result in the imposition of any material fine, penalty or liability on it or such member of the Group.

(c)

No claims or investigations are being, or are reasonably likely to be, made or conducted against it with respect to Taxes, such that a material liability of or claim against it is reasonably likely to arise or become outstanding except for any such claim or investigations that are being or will be contested in good faith and in respect of which the Restricted Group is entitled to full indemnification.

17.21	Group structure

(a)	The Sponsor owns all of the issued shares in the Borrower.

(b)	The Sponsor owns not less than, as of the date hereof 74,720,000 shares in the Target, being 69.9% of the total issued and outstanding shares in the Target.

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17.22	Account

17.23	Repetition

18.	INFORMATION UNDERTAKINGS

18.1	Financial statements

(a)	as soon as the same become available, but in any event within 120 days after the end of each of its financial years:

(i)	its audited consolidated and non-consolidated financial statements for that financial year, provided that its obligation under this sub-clause shall not apply on or prior to the Acquisition Closing Date;

(ii)	the audited consolidated and non-consolidated financial statement of the Target for that financial year; and

(b)	as soon as the same become available, but in any event within 90 days after the end of the first half of each of its financial year:

(i)	its reviewed consolidated and non-consolidated financial statements for that financial half-year; and

(ii)	the reviewed consolidated and non-consolidated financial statements of the Target for that financial half-year.

18.2	Requirements as to financial statements

(a)	Each set of financial statements delivered by the Borrower pursuant to Clause 18.1 (Financial statements) shall be certified by a director of the Borrower as fairly representing its financial condition as at the date as at which those financial statements were drawn up.

(b)	The Borrower shall procure that each set of financial statements delivered pursuant to Clause 18.1 (Financial statements) is prepared using GAAP and/or K-IFRS (as applicable).

18.3	Information: miscellaneous

(a)	all documents despatched by the Borrower to its shareholders (or any class of them) or its creditors generally at the same time as they are despatched;

(b)	promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings which are current, threatened or pending against any member of the Group, and

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(c)	promptly upon becoming aware of them, any material claims which Borrower has against any of its insurers;

(d)	promptly, such further information regarding the financial condition, business and operations of any member of the Group as any Finance Party (through the Facility Agent) may reasonably request; and

(e)	promptly, notice of any change in authorised signatories of the Borrower accompanied by specimen signatures of any new authorised signatories.

18.4	Notification of default

(a)	The Borrower shall notify the Facility Agent of any Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence.

(b)	Promptly upon a request by the Facility Agent, the Borrower shall supply to the Facility Agent a certificate signed by its representative director certifying that no Default is continuing (or if a Default is continuing, specifying the Default and the steps, if any, being taken to remedy it).

19.	GENERAL UNDERTAKINGS

19.1	Authorisations

19.2	Compliance with laws

19.3	Pari passu ranking

19.4	Negative pledge

(a)	The Borrower shall not create or permit to subsist any Security over any of its assets.

(b)	Paragraphs (a) above do not apply to:

(i)	any netting or set-off arrangement entered into in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances and in the ordinary course of its banking activity;

(ii)	any lien arising by operation of law and in the ordinary course of business provided that the debt which is secured thereby is paid when due or contested in good faith by appropriate proceedings and properly provisioned;

(iii)	any Transaction Security; and

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(iv)	any Security permitted by the Facility Agent.

19.5	Disposals

19.6	Merger

19.7	Change of business

19.8	Acquisitions

19.9	Loans and guarantees

19.10	Financial Indebtedness

(a)	The Borrower shall not incur any Financial Indebtedness.

(b)	Paragraph (a) above does not apply to any Permitted Indebtedness.

19.11	Distributions

(i)	declare, make or pay any dividend, charge, fee or other distribution (or interest on any unpaid dividend, charge, fee or other distribution) (whether in cash or in kind) on or in respect of its share capital (or any class of its share capital);

(ii)	pay any management, advisory or other fee to or to the order of any of the shareholders of the Borrower; or

(iii)	redeem, reduce, repurchase, defease, retire or repay any of the Borrower’s share capital or resolve to do so.

19.12	Preservation of Assets

19.13	Access

(a)	on request of the Facility Agent, provide the Facility Agent and Security Agent with any information the Facility Agent or Security Agent may reasonably require about that company's business and affairs, the Charged Property and its compliance with the terms of the Security Documents; and

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(b)	permit the Security Agent, its representatives, delegates, professional advisers and contractors, free access at all reasonable times and on reasonable notice at the cost of the Borrower, (i) to inspect and take copies and extracts from the books, accounts and records of that company and (ii) to view the Charged Property.

19.14	Further assurance

(a)	The Borrower shall promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Security Agent may reasonably specify (and in such form as the Security Agent may require in favour of the Security Agent or its nominee(s)):

(i)	to perfect the Security created or intended to be created under or evidenced by the Security Documents or for the exercise of any rights, powers and remedies of the Security Agent or the Finance Parties provided by or pursuant to the Finance Documents or by law; and/or

(ii)	to facilitate the realisation of the assets which are, or are intended to be, the subject of the Transaction Security.

(b)	The Borrower shall take all such action as is available to it (including making all filings and registrations) as may be necessary for the purpose of the creation, perfection, protection or maintenance of any Security conferred or intended to be conferred on the Security Agent or the Finance Parties by or pursuant to the Finance Documents.

(c)

If any assets acquired by any member of the Group after the Initial Utilisation Date and such assets are required to be subject to the Transaction Security in accordance with the applicable Security Document, the Borrower shall cause such assets to be subjected to the Security Document to which such assets are related and will take, such actions as shall be necessary or requested by the Security Agent to grant and perfect such Transaction Security consistent with the applicable requirements of the applicable Security Documents (including, where appropriate, by execution of a supplement to an applicable Security Document in the form required under such Security Document or, to the extent, requested by the Security Agent, execution of a new Security Document in form and substance satisfactory to the Security Agent) all at the expense of the Borrower.

19.15	Taxation

(a)	payment of such Taxes is being contested in good faith; and

(b)	reserves (that are determined by the Borrower in good faith to be adequate) are being maintained for such Taxes.

19.16	Books and records, access

(a)	maintain books, accounts and records (with respect to itself and its business) in good order; and

(b)	permit each of the Lenders and/or accountants, agents, representatives and/or other professional advisers of the Lenders free access at all reasonable times and on reasonable notice (after consultation with the Borrower) to:

(iii)	inspect and take copies and extracts from the books, accounts and records of the Borrower;

(iv)	view any physical assets which are the subject of any Transaction Security;

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(v)	access and inspect the premises of the Borrower; and

(vi)	meet and discuss matters with officers and senior management of the Borrower,

19.17	Arm’s length basis

19.18	Conditions Subsequent

(a)

The Borrower shall receive an in-kind equity contribution from the Sponsor of not less than 74,720,000 shares in the Target (being 69.9% of the total issued and outstanding shares of the Target) within 6 months of the date of this Agreement and the Borrower shall pledge such shares in the Target contributed by the Sponsor to the Secured Parties in form and substance reasonably satisfactory to the Security Agent within 6 months of the date of this Agreement.

(b)	The Borrower shall, every time it acquires shares in the Target, pledge such shares to the Secured Parties as soon as practicable following such acquisition in form and substance reasonably satisfactory to the Security Agent.

(c)	The Borrower shall, within five (5) Business Days from the Initial Utilisation Date unless otherwise extended, (i) deliver a copy of public notice of commencement of a tender to the Facility Agent and (ii) file a report with the Financial Supervisory Service regarding the Tender Offer.

19.19	Holding company

(a)	The Borrower shall not carry on any business, own any assets, create any Security or incur or discharge any liability other than:

(b)	The Borrower shall not establish or acquire any direct Subsidiary other than the Target.

19.20	Bank Account

(a)	The Borrower shall not open or maintain any account with any bank or other financial institution except for the Drawdown Account, the Tender Offer Account and any other account(s) as permitted by the Security Agent and is opened and maintained with the Security Agent.

(b)	The Borrower shall ensure that all amounts to be received by it or for its account are deposited into the Drawdown Account.

(c)	The Borrower may withdraw from the Drawdown Account any amount standing to the credit of that account and apply that amount only for the purposes contemplated in this Agreement (including, transferring the

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(d)	The Borrower may withdraw from the Tender Offer Account any amount standing to the credit of that account and apply that amount only for the purpose of funding the costs of the Acquisition.

(e)	The Borrower irrevocably authorizes the Facility Agent to withdraw from the Drawdown Account any amount standing to the credit of that account and apply that amount for the purposes contemplated in this Agreement.

19.21	Account Pledge

20.	EVENTS OF DEFAULT

20.1	Non-payment

(a)	its failure to pay is caused by administrative or technical error; and

(b)	payment is made within five (5) Business Days of its due date.

20.2	Other obligations

(a)	Any member of the Group or the Sponsor does not comply with any provision of the Finance Documents to which it is a party (other than those referred to in Clause 20.1 (Non-payment)).

(b)	No Event of Default under paragraph (a) above will occur if the failure to comply is capable of remedy and is remedied within five (5) Business Days of the earlier of (A) the Facility Agent giving notice to the Borrower and (B) the Borrower becoming aware of the failure to comply.

20.3	Misrepresentation

20.4	Cross default

(a)	Any Financial Indebtedness of any member of the Group is not paid when due nor within any originally applicable grace period.

(b)	Any Financial Indebtedness of any member of the Group is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described).

(c)	Any commitment for any Financial Indebtedness of any member of the Group is cancelled or suspended by a creditor of any member of the Group as a result of an event of default (however described).

(d)	Any creditor of any member of the Group becomes entitled to declare any Financial Indebtedness of any member of the Group due and payable prior to its specified maturity as a result of an event of default

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(e)	No Event of Default will occur under this Clause 20.4 if the aggregate amount of Financial Indebtedness or commitment for Financial Indebtedness falling within paragraphs (a) to (d) above is less than KRW 50,000,000,000 (or its equivalent in any other currency or currencies).

20.5	Insolvency

(a)	A member of the Group is or is deemed to or declared for the purpose of the Bankruptcy Law to be unable or admits inability to pay its debts as they fall due, suspends making payments on any of its debts or, by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness.

(b)	The value of the assets of any member of the Group is less than its liabilities for the purpose of the Bankruptcy Law on a going concern basis.

(c)	A moratorium is declared in respect of any indebtedness of any member of the Group.

20.6	Insolvency proceedings

(a)	the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration, provisional supervision, rehabilitation or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of any member of the Group;

(b)	the designation of the Borrower or any member of the Group as a failing company under the Corporate Restructuring Promotion Act of Korea;

(c)	a composition or arrangement with any creditor of any member of the Group;

(d)	the appointment of a liquidator, receiver, administrator, administrative receiver, judicial manager, compulsory manager, provisional supervisor or other similar officer in respect of any member of the Group or any of its assets; or

(e)	enforcement of any Security over any assets of any member of the Group,

20.7	Creditors' process

20.8	Unlawfulness

20.9	Repudiation

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20.10	Cessation of business

20.11	Audit Qualification

20.12	Clearing house suspension

20.13	Expropriation

20.14	Transaction Security

(a)	Any member of the Group or the Sponsor fails to perform or comply with any of the obligations assumed by it in the Security Documents to which it is a party.

(b)	At any time any of the Transaction Security is or becomes unlawful or is not, or ceases to be legal, valid, binding or enforceable or otherwise ceases to be effective.

(c)	At any time, any of the Transaction Security fails to have first ranking priority or is subject to any prior ranking or pari passu ranking Security.

20.15	Material adverse change

20.16	Change of control

20.17	Acceleration

(a)	On the occurrence of an Event of Default under Clause 20.6 (Insolvency Proceedings) or Clause 20.12 (Clearing house suspension):

(i)	the Commitments shall immediately be cancelled;

(ii)	all or part of the Loans, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents shall be immediately due and payable; and

(iii)	the Facility Agent may, and shall if so directed by the Majority Lenders, exercise, or direct the Security Agent to exercise, any or all of its rights, remedies and powers under any of the Finance Documents.

(b)	On and at any time after the occurrence of an Event of Default (other than under Clause 20.6 (Insolvency Proceedings) or Clause 20.12 (Clearing house suspension)) which is continuing the Facility Agent may, and shall if so directed by the Majority Lenders, by notice to the Borrower:

(i)	without prejudice to the participations of any Lenders in the Loans then outstanding cancel the Commitments, whereupon they shall immediately be cancelled;

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(ii)	declare that all or part of the Loans, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents be immediately due and payable, whereupon they shall become immediately due and payable;

(iii)	declare that all or part of the Loans be payable on demand, whereupon they shall immediately become payable on demand by the Facility Agent on the instructions of the Majority Lenders; and/or

(iv)	exercise, or direct the Security Agent to exercise, any or all of its rights, remedies and powers under any of the Finance Documents.

20.18	No prior business

21.	CHANGES TO THE PARTIES

21.1	Transfers by the Lenders

21.2	Limitation of responsibility of Existing Lenders

(a)	Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:

(i)	the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents, the Transaction Security or any other documents;

(ii)	the financial condition of the Borrower;

(iii)	the performance and observance by the Borrower of its obligations under the Finance Documents or any other documents; or

(iv)	the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other document,

(b)	Each New Lender confirms to the Existing Lender and the other Finance Parties that it:

(v)	has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of the Borrower and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender in connection with any Finance Document; and

(vi)	will continue to make its own independent appraisal of the creditworthiness of the Borrower and its related entities whilst any amount is or may be outstanding under the Finance Documents or any Commitment is in force.

(c)	Nothing in any Finance Document obliges an Existing Lender to:

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(i)	accept a re-transfer from a New Lender of any of the rights and obligations transferred under this Clause 21; or

(ii)	support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by the Borrower of its obligations under the Finance Documents or otherwise.

21.3	Procedure for transfer

(a)

A transfer is effected in accordance with paragraph (b) below when the Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Facility Agent shall as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate (on behalf of the Finance Parties and the Borrower in accordance with paragraph (c)) below and affix a fixed date stamp on such Transfer Certificate).

(b)	On the Transfer Date:

(i)

to the extent that in the Transfer Certificate the Existing Lender seeks to transfer its rights and obligations under the Finance Documents and in respect of the Transaction Security the Borrower and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and in respect of the Transaction Security and their respective rights against one another shall be cancelled (being the "Discharged Rights and Obligations");

(ii)	each of the Borrower and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as the Borrower and the New Lender have assumed and/or acquired the same in place of the Borrower and the Existing Lender;

(iii)

the Facility Agent, the Security Agent, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves and in respect of the Transaction Security as they would have acquired and assumed had the New Lender been the Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Facility Agent, the Security Agent and the Existing Lender shall each be released from further obligations to each other under this Agreement; and

(iv)	the New Lender shall become a Party as a "Lender" and entitled to the benefits of any other Finance Document entered into by the Facility Agent and/or Security Agent on behalf of the Lenders.

(c)	For the purpose of any transfer pursuant to this Clause:

(i)	each of the Finance Parties (other than the Facility Agent) and the Borrower irrevocably appoints the Facility Agent as its attorney-in-fact with full power and authority on its behalf and in its name to execute any Transfer Certificate (appearing on its fact to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement);

(ii)	each Lender hereby irrevocably appoints the Facility Agent as such Lender’s attorney-in-fact with full power and authority on its behalf and in its name to deliver any Transfer Certificate (to which it is a party) to the Borrower; and

(iii)	the Borrower hereby irrevocably appoints the Facility Agent as its attorney-in-fact with full power and authority on its behalf and in its name to take all actions as my be necessary in order to effect any transfer by any Lender in accordance with Clause 21 (Changes to the Parties).

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(d)

The procedure set out in this Clause 21.3 shall not apply to any right or obligation under any Finance Document (other than this Agreement) if and to the extent its terms, or any laws or regulations applicable thereto, provide for or require a different means of transfer of such right or obligation or prohibit or restrict any transfer of such right or obligation, unless such prohibition or restriction shall not be applicable to the relevant transfer or each condition of any applicable restriction shall have been satisfied.

21.4	Copy of Transfer Certificate to Borrower

21.5	Existing consents and waivers

21.6	Exclusion of Facility Agent's liability

21.7	Transfers by the Borrower

22.	DISCLOSURE OF INFORMATION

(a)	any of its Affiliates;

(b)	its head office and any other branch;

(c)	any other Finance Party;

(d)	any of its professional advisers and any other person providing services to it (provided that such person is under a duty of confidentiality, contractual or otherwise, to such Finance Party);

(e)	the Borrower;

(f)	any person permitted by the Borrower;

(g)	any person to the extent required for the purpose of any litigation, arbitration or regulatory proceedings or procedure;

(h)	any person to whom, and to the extent that, information is required to be disclosed by any applicable law or regulation; and

(i)	any other person:

(i)	to (or through) whom that Lender transfers (or may potentially transfer) all or any of its rights and obligations under this Agreement; or

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(ii)	with (or through) whom that Lender enters into (or may potentially enter into) any sub-participation in relation to, or any other transaction under which payments are to be made by reference to, the Facility, this Agreement, the Borrower or any member of the Group.

23.	ROLE OF THE FACILITY AGENT

23.1	Appointment of the Facility Agent

(a)	Each of the other Finance Parties (other than the Security Agent) appoints the Facility Agent to act as its agent under and in connection with the Finance Documents.

(b)	Each of the other Finance Parties authorises the Facility Agent to exercise the rights, powers, authorities and discretions specifically given to the Facility Agent under or in connection with the Finance Documents together with any other incidental rights, powers, authorities and discretions.

23.2	Duties of the Facility Agent

(a)	The Facility Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Facility Agent for that Party by any other Party.

(b)	Except where a Finance Document specifically provides otherwise, the Facility Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.

(c)	If the Facility Agent receives notice from a Party referring to this Agreement, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the Lenders.

(d)	If the Facility Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Finance Party (other than to any Administrative Party) under this Agreement it shall promptly notify the other Lenders.

(e)	The Facility Agent's duties under the Finance Documents are solely mechanical and administrative in nature. The Facility Agent shall have no other duties save as expressly provided for in the Finance Documents.

(f)	The Facility Agent shall promptly forward to the Security Agent a copy of all notices issued pursuant to Clause 20.17 (Acceleration).

23.3	No fiduciary duties

(a)	Nothing in this Agreement constitutes any Administrative Party as a trustee or fiduciary of any other person.

(b)	No Administrative Party shall be bound to account to any Lender for any sum or the profit element of any sum received by it for its own account.

23.4	Business with the Group

23.5	Rights and discretions of the Facility Agent

(a)	The Facility Agent may rely on:

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(i)	any representation, notice or document believed by it to be genuine, correct and appropriately authorised and shall have no duty to verify any signature on any document; and

(ii)	any statement purportedly made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify.

(b)	The Facility Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that:

(i)	no Default has occurred (unless it has actual knowledge of a Default arising under Clause 20.1 (Non-payment)); and

(ii)	any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised.

(c)	The Facility Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts.

(d)	The Facility Agent may act in relation to the Finance Documents through its personnel and agents.

(e)	The Facility Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement.

(f)	Notwithstanding any other provision of any Finance Document to the contrary, no Administrative Party is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or a breach of a fiduciary duty or duty of confidentiality.

23.6	Majority Lenders' instructions

(a)

Unless a contrary indication appears in a Finance Document, the Facility Agent shall (i) exercise any right, power, authority or discretion vested in it as Facility Agent in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it as Facility Agent) and (ii) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with an instruction of the Majority Lenders.

(b)	Unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders will be binding on all the Finance Parties.

(c)	The Facility Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders) or under paragraph (d) below until it has received such security as it may require for any cost, loss or liability (together with any associated Indirect Tax) which it may incur in complying with the instructions.

(d)	In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders) the Facility Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders.

(e)	The Facility Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender's consent) in any legal or arbitration proceedings relating to any Finance Document.

23.7	Exclusion of liability

(a)	Without limiting paragraph (b) below, the Facility Agent shall not be liable for any cost, loss or liability incurred by any Party as a consequence of:

(i)	the Facility Agent having taken or having omitted to take any action under or in connection with

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(ii)	any delay in the crediting to any account of an amount required under the Finance Documents to be paid by the Facility Agent, if the Facility Agent shall have taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by the Facility Agent for the purpose of such payment.

(b)	No Party (other than the Facility Agent) may take any proceedings against any officer, employee or agent of the Facility Agent in respect of any claim it might have against the Facility Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Finance Document and any officer, employee or agent of the Facility Agent may rely on this Clause.

23.8	Lenders' indemnity to the Facility Agent

23.9	Resignation of the Facility Agent

(a)	The Facility Agent may resign by giving notice to the other Finance Parties and the Borrower, in which case the Majority Lenders (after prior consent of the Borrower (not to be unreasonably withheld)) may appoint a successor Facility Agent from among the Lenders.

(b)	If the Majority Lenders have not appointed a successor Facility Agent in accordance with paragraph (a) above within 30 days after notice of resignation was given, the Facility Agent (after consultation with the Borrower) may appoint a successor Facility Agent (being a reputable bank or other financial institutions experienced in the type of transactions contemplated under this Agreement).

(c)	The retiring Facility Agent shall make available to the successor Facility Agent such documents and records and provide such assistance as the successor Facility Agent may reasonably request for the purposes of performing its functions as Facility Agent under the Finance Documents.

(d)	The Facility Agent's resignation notice shall take effect only upon the appointment of a successor in accordance with this Clause 23.9.

(e)	Upon the appointment of a successor, the retiring Facility Agent shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of this Clause 23. Its successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.

(f)	The Facility Agent shall not be required to resign unless there is any gross negligence or wilful misconduct committed by the Facility Agent.

23.10	Confidentiality

(a)	In acting as agent for the Finance Parties, the Facility Agent shall be regarded as acting through its agency division which shall be treated as a separate legal person from any other of its branches, divisions or departments.

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(b)	If information is received by another branch, division or department of the legal person which is the Facility Agent, it may be treated as confidential to that branch, division or department and the Facility Agent shall not be deemed to have notice of it.

23.11	Relationship with the Lenders

(a)	Subject to Clause 26.2 (Distributions by the Facility Agent), the Facility Agent may treat each Lender as a Lender, entitled to payments under this Agreement and acting through its Facility Office unless it has received not less than five (5) Business Days prior notice from that Lender to the contrary in accordance with the terms of this Agreement.

(b)	Each Secured Party shall supply the Facility Agent with any information that the Security Agent may reasonably specify (through the Facility Agent) as being necessary or desirable to enable the Security Agent to perform its functions as security agent. Each Lender shall deal with the Security Agent exclusively thorough the Facility Agent and shall not deal directly with the Security Agent.

23.12	Deduction from amounts payable by the Facility Agent

24.	ROLE OF SECURITY AGENT

24.1	Duties and responsibilities

24.2	Security Agent's Instructions

(a)

unless a contrary indication appears in a Finance Document, act in accordance with any instructions given to it by the Facility Agent and shall be entitled to assume that (i) any instructions received by it from the Facility Agent are duly given by or on behalf of the Majority Lenders or, as the case may be, the Lenders in accordance with the terms of the Finance Documents and (ii) unless it has received actual notice of revocation that any instructions or directions given by the Facility Agent have not been revoked;

(b)	be entitled to request instructions, or clarification of any direction, from the Facility Agent as to whether, and in what manner, it should exercise or refrain from exercising any rights, powers and discretions and the Security Agent may refrain from acting unless and until those instructions or clarification are received by it; and

(c)	be entitled to, carry out all dealings with the Lenders through the Facility Agent and may give to the Facility Agent any notice or other communication required to be given by the Security Agent to the Lenders.

24.3	Security Agent's Actions

(a)	the Security Agent may, in the absence of any instructions to the contrary, take such action in the exercise of any of its powers and duties under the Finance Documents which in its absolute

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(b)	at any time after receipt by the Security Agent of notice from the Facility Agent directing the Security Agent to exercise all or any of its rights, remedies, powers or discretions under any of the Finance Documents, the Security Agent may, and shall if so directed by the Facility Agent, take any action as in its sole discretion it thinks fit to enforce the Transaction Security.

24.4	Security Agent's Discretions

(a)	assume (unless it has received actual notice to the contrary in its capacity as Security Agent for the Secured Parties) that (i) no Default has occurred and no member of the Group is in breach of or default under its obligations under any of the Finance Documents; and (ii) any right, power, authority or discretion vested in any person has not been exercised;

(b)	if it receives any instructions or directions from the Facility Agent to take any action in relation to the Transaction Security, assume that all applicable conditions under the Finance Documents for taking that action have been satisfied;

(c)	engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts (whether obtained by the Security Agent or by any other Secured Party) whose advice or services may at any time seem necessary, expedient or desirable;

(d)	rely upon any communication or document believed by it to be genuine and, as to any matters of fact which might reasonably be expected to be within the knowledge of a Secured Party or the Borrower, upon a certificate signed by or on behalf of that person; and

(e)

refrain from acting in accordance with the instructions of the Facility Agent or Lenders (including bringing any legal action or proceeding arising out of or in connection with the Finance Documents) until it has received any indemnification and/or security that it may in its absolute discretion require (whether by way of payment in advance or otherwise) for all costs, losses and liabilities which it may incur in bringing such action or proceedings.

24.5	Security Agent's Obligations

(a)	the contents of any notice or document received by it in its capacity as Security Agent from the Borrower under any Finance Document; and

(b)	the occurrence of any Default or any default by the Borrower in the due performance of or compliance with its obligations under any Finance Document of which the Security Agent has received notice from any other party to this Agreement.

24.6	Excluded Obligations

(a)	be bound to enquire as to (i) whether or not any Default has occurred or (ii) the performance, default or any breach by the Borrower of its obligations under any of the Finance Documents;

(b)	be bound to account to any other Secured Party for any sum or the profit element of any sum received by it for its own account;

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(c)	be bound to disclose to any other person (including but not limited to any Secured Party) (i) any confidential information or (ii) any other information if disclosure would, or might in its reasonable opinion, constitute a breach of any law or be a breach of fiduciary duty;

(d)	be under any obligations other than those which are specifically provided for in the Finance Documents; or

(e)	have or be deemed to have any duty, obligation or responsibility to, or relationship of trust or agency with, the Borrower.

24.7	Exclusion of Security Agent's liability

(a)	the adequacy, accuracy and/or completeness of any information (whether oral or written) supplied by the Security Agent or any other person in or in connection with any Finance Document or the transactions contemplated in the Finance Documents;

(b)	the legality, validity, effectiveness, adequacy or enforceability of any Finance Document or the Transaction Security or any other agreement, arrangement or document entered into, made or executed in anticipation of or in connection with any Finance Document or the Transaction Security;

(c)	any losses to any person or any liability arising as a result of taking or refraining from taking any action in relation to any of the Finance Documents or the Transaction Security or otherwise, whether in accordance with an instruction from the Facility Agent or otherwise, unless directly caused by its gross negligence or wilful misconduct;

(d)	the exercise of, or the failure to exercise, any judgement, discretion or power given to it by or in connection with any of the Finance Documents, the Transaction Security or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, the Finance Documents or the Transaction Security; or

(e)	any shortfall which arises on the enforcement of the Transaction Security.

24.8	No proceedings

24.9	Own responsibility

(a)	the financial condition, creditworthiness, condition, affairs, status and nature of each member of the Group;

(b)	the legality, validity, effectiveness, adequacy and enforceability of any Finance Document and the Transaction Security and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document or the Transaction Security;

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(c)

whether that Secured Party has recourse, and the nature and extent of that recourse, against any Party or any other person or any of their respective assets under or in connection with any Finance Document, the Transaction Security, the transactions contemplated by the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document or the Transaction Security;

(d)	the adequacy, accuracy and/or completeness of any information provided by the Security Agent or by any other person under or in connection with any Finance Document, the transactions contemplated by the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document; and

(e)	the right or title of any person in or to, or the value or sufficiency of any part of the Charged Property, the priority of any of the Transaction Security or the existence of any Security affecting the Charged Property,

24.10	No responsibility to perfect Transaction Security

(a)	require the deposit with it of any deed or document certifying, representing or constituting the title of the Borrower to any of the Charged Property;

(b)	obtain any licence, consent or other authority for the execution, delivery, legality, validity, enforceability or admissibility in evidence of any of the Finance Documents or the Transaction Security;

(c)	register, file or record or otherwise protect any of the Transaction Security (or the priority of any of the Transaction Security) under any applicable laws in any jurisdiction or to give notice to any person of the execution of any of the Finance Documents or of the Transaction Security;

(d)	take, or to require any of member of the Group to take, any steps to perfect its title to any of the Charged Property or to render the Transaction Security effective or to secure the creation of any ancillary Security under the laws of any jurisdiction; or

(e)	require any further assurances in relation to any of the Security Documents.

24.11	Insurance by Security Agent

(a)	The Security Agent shall not be under any obligation to insure any of the Charged Property, to require any other person to maintain any insurance or to verify any obligation to arrange or maintain insurance contained in the Finance Documents. The Security Agent shall not be responsible for any loss which may be suffered by any person as a result of the lack of or inadequacy of any such insurance.

(b)

Where the Security Agent is named on any insurance policy as an insured party, it shall not be responsible for any loss which may be suffered by reason of, directly or indirectly, its failure to notify the insurers of any material fact relating to the risk assumed by the insurers or any other information of any kind, unless any Secured Party has requested it to do so in writing and the Security Agent has failed to do so within fourteen (14) days after receipt of that request.

24.12	Acceptance of Title

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24.13	Refrain from Illegality

24.14	Business with the Group

24.15	Release

24.16	Lender indemnity to the Security Agent

24.17	Resignation of Security Agent

(a)	The Security Agent may resign by giving notice to the other Parties (or to the Facility Agent on behalf of the Lenders) in which case the Majority Lenders may appoint a successor Security Agent.

(b)	If the Majority Lenders have not appointed a successor Security Agent in accordance with paragraph (a) above within 30 days after the notice of resignation was given, the Security Agent (after consultation with the Facility Agent) may appoint a successor Security Agent.

(c)	The retiring Security Agent shall, at its own cost, make available to the successor Security Agent such documents and records and provide such assistance as the successor Security Agent may reasonably request for the purposes of performing its functions as Security Agent under the Finance Documents.

(d)	The Security Agent's resignation notice shall only take effect upon (i) the appointment of a successor and (ii) the transfer of all of the Transaction Security to that successor.

(e)	Upon the appointment of a successor, the retiring Security Agent shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of Clauses 23‎ (Role of the Administrative Parties) and 24 (Role of Security Agent). Its successor and each of the other Parties shall have the same rights and obligations amongst themselves as

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24.18	Delegation

(a)	The Security Agent may, at any time, delegate by power of attorney or otherwise to any person for any period, all or any of the rights, powers and discretions vested in it by any of the Finance Documents.

(b)	The delegation may be made upon any terms and conditions (including the power to sub-delegate) and subject to any restrictions that the Security Agent may think fit in the interests of the Secured Parties and it shall not be bound to supervise, or be in any way responsible for any loss incurred by reason of any misconduct or default on the part of any delegate or sub-delegate.

24.19	Security Documents

(a)	Each Secured Party irrevocably authorises the Security Agent to execute any Security Document to which it is expressed to be a party on its behalf.

(b)	In relation to any Transaction Security, to the extent the Security Agent can hold such Transaction Security interest, on trust or otherwise, on behalf of and in favour of the Secured Parties under the governing law of such Transaction Security, each Secured Party authorises the Security Agent to hold such Transaction Security on behalf of and in favour of the Secured Parties.

25.	SHARING AMONG THE FINANCE PARTIES

25.1	Payments to Finance Parties

(a)	the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery, to the Facility Agent;

(b)

the Facility Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Facility Agent and distributed in accordance with Clause 26 (Payment mechanics), without taking account of any Tax which would be imposed on the Facility Agent in relation to the receipt, recovery or distribution; and

(c)	the Recovering Finance Party shall, within (3) three Business Days of demand by the Facility Agent, pay to the Facility Agent an amount (the "Sharing Payment") equal to such receipt or recovery less any amount which the Facility Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 26.5 (Partial payments).

25.2	Redistribution of payments

25.3	Recovering Finance Party's rights

(a)	On a distribution by the Facility Agent under Clause 25.2 (Redistribution of payments) of a payment received by a Recovering Finance Party from the Borrower, as between the Borrower and the Recovering Finance

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(b)	If and to the extent that the Recovering Finance Party is not able to rely on its rights under paragraph (a) above, the Borrower shall be liable to the Recovering Finance Party for a debt equal to the Sharing Payment which is immediately due and payable.

25.4	Reversal of redistribution

(a)

each Sharing Finance Party shall, upon request of the Facility Agent, pay to the Facility Agent for the account of that Recovering Finance Party an amount equal to the appropriate part of its share of the Sharing Payment (together with an amount as is necessary to reimburse that Recovering Finance Party for its proportion of any interest on the Sharing Payment which that Recovering Finance Party is required to pay) (the "Redistributed Amount"); and

(b)	as between the Borrower and each relevant Sharing Finance Party, an amount equal to the relevant Redistributed amount will be treated as not having been paid by the Borrower.

25.5	Exceptions

(a)	This Clause 25 shall not apply to the extent that the Recovering Finance Party would not, after making any payment pursuant to this Clause, have a valid and enforceable claim against the Borrower.

(b)	A Recovering Finance Party is not obliged to share with any other Finance Party any amount which the Recovering Finance Party has received or recovered as a result of taking legal or arbitration proceedings, if:

(i)	it notified that other Finance Party of the legal or arbitration proceedings; and

(ii)	that other Finance Party had an opportunity to participate in those legal or arbitration proceedings but did not do so as soon as reasonably practicable having received notice and did not take separate legal or arbitration proceedings.

26.	PAYMENT MECHANICS

26.1	Payments to the Facility Agent

(a)

On each date on which the Borrower or a Lender is required to make a payment under a Finance Document, the Borrower or Lender shall make the same available to the Facility Agent (unless a contrary indication appears in a Finance Document) for value on the due date at the time and in such funds specified by the Facility Agent as being customary at the time for settlement of transactions in the relevant currency in the place of payment.

(b)	Payment shall be made to such account in the principal financial centre of the country of that currency with such bank as the Facility Agent specifies.

26.2	Distributions by the Facility Agent

(a)

Each payment received by the Facility Agent under the Finance Documents for another Party shall, subject to Clause 26.3 (Distributions to the Borrower) and Clause 26.4 (Clawback) be made available by the Facility Agent as soon as practicable after receipt to the Party entitled to receive payment in accordance with this Agreement (in the case of a Lender, for the account of its Facility Office), to such account as that Party may notify to the Facility Agent by not less than five (5) Business Days' notice with a bank in the principal financial centre of the country of that currency.

(b)

The Facility Agent shall distribute payments received by it in relation to all or any part of a Loan to the Lender indicated in the records of the Facility Agent as being so entitled on that date provided that the Facility Agent is authorised to distribute payments to be made on the date on which any transfer becomes effective pursuant to Clause 21 (Changes to the Parties) to the Lender so entitled immediately before such transfer took place regardless of the period to which such sums relate.

26.3	Distributions to the Borrower

26.4	Clawback

(a)	Where a sum is to be paid to the Facility Agent under the Finance Documents for another Party, the Facility Agent is not obliged to pay that sum to that other Party (or to enter into or perform any related exchange contract) until it has been able to establish to its satisfaction that it has actually received that sum.

(b)

If the Facility Agent pays an amount to another Party and it proves to be the case that the Facility Agent had not actually received that amount, then the Party to whom that amount (or the proceeds of any related exchange contract) was paid by the Facility Agent shall on demand refund the same to the Facility Agent together with interest on that amount from the date of payment to the date of receipt by the Facility Agent, calculated by the Facility Agent to reflect its cost of funds.

26.5	Partial payments

(a)	If the Facility Agent receives a payment that is insufficient to discharge all the amounts then due and payable by the Borrower under the Finance Documents, the Facility Agent shall apply that payment towards the obligations of the Borrower under the Finance Documents in the following order:

(i)	first, in or towards payment pro rata of any unpaid fees, costs and expenses of any Administrative Party under the Finance Documents;

(ii)	secondly, in or towards payment pro rata of any accrued interest, fee (other than as provided in (i) above) or commission due but unpaid under this Agreement;

(iii)	thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and

(iv)	fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents.

(b)	The Facility Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(ii) to (iv) above.

(c)	Paragraphs (a) and (b) above will override any appropriation made by the Borrower.

26.6	No set-off by the Borrower

26.7	Business Days

(a)	Any payment which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).

(b)	During any extension of the due date for payment of any principal or Unpaid Sum under paragraph (a) above, interest is payable on the principal or Unpaid Sum at the rate payable on the original due date.

26.8	Currency of account

(a)	Subject to paragraphs (b) and (c) below, KRW is the currency of account and payment for any sum due from the Borrower under any Finance Document.

(b)	Each payment in respect of costs, expenses or Taxes shall be made in the currency in which the costs, expenses or Taxes are incurred.

(c)	Any amount expressed to be payable in a currency other than KRW shall be paid in that other currency.

27.	SET-OFF

28.	APPLICATION OF PROCEEDS

28.1	Order of Application

(a)	in discharging any sums owing to the Security Agent;

(b)	in payment to the Facility Agent, on behalf of the Secured Parties, for application towards the discharge of all sums due and payable by the Borrower under any of the Finance Documents in accordance with Clause ‎26.5 (Partial Payments);

(c)	if Borrower is not under any further actual or contingent liability under any Finance Document, in payment to any person to whom the Security Agent is obliged to pay in priority to the Borrower; and

(d)	the balance, if any, in payment to the Borrower.

28.2	Investment of Proceeds

28.3	Currency Conversion

(a)	For the purpose of or pending the discharge of any of the Secured Obligations the Security Agent may convert any moneys received or recovered by the Security Agent from one currency to another, at the spot rate at which the Security Agent is able to purchase the currency in which the Secured Obligations are due with the amount received.

(b)	The obligations of the Borrower to pay in the due currency shall only be satisfied to the extent of the amount of the due currency purchased after deducting the costs of conversion.

28.4	Permitted Deductions

28.5	Discharge of Secured Obligations

(a)	Any payment to be made in respect of the Secured Obligations by the Security Agent may be made to the Facility Agent on behalf of the Lenders and that payment shall be a good discharge to the extent of that payment, to the Security Agent.

(b)	The Security Agent is under no obligation to make payment to the Facility Agent in the same currency as that in which any Unpaid Sum is denominated.

28.6	Sums received by the Borrower

29.	NOTICES

29.1	Communications in writing

29.2	Addresses

29.3	Delivery

(a)	Any communication or document made or delivered by one person to another under or in connection with the Finance Documents will be effective:

(i)	if by hand or courier, when signed for by or on behalf of the relevant recipient;

(ii)	if by way of fax, only when received in legible form; or

(iii)	if by way of letter, only when it has been left at the relevant address or five (5) Business Days after being deposited in the post postage prepaid in an envelope addressed to it at that address;

(b)

Any communication or document to be made or delivered to the Facility Agent or to the Security Agent will be effective only when actually received by the Facility Agent or to the Security Agent and then only if it is expressly marked for the attention of the department or officer identified with the Facility Agent's or the Security Agent’s signature below (or any substitute department or officer as the Facility Agent shall specify for this purpose).

(c)	All notices from or to the Borrower shall be sent through the Facility Agent.

(d)	All notices to a Lender from the Security Agent shall be sent through the Facility Agent.

29.4	Electronic communication

(a)	Any communication to be made between the Parties under or in connection with the Finance Documents may be made by electronic mail or other electronic means, if the relevant Party:

(i)	agree that, unless and until notified to the contrary, this is to be an accepted form of communication;

(ii)	notify each other in writing of their electronic mail address and/or any other information required to enable the sending and receipt of information by that means; and

(iii)	notify each other of any change to their address or any other such information supplied by them.

(b)	Any electronic communication made between the Parties will be effective only when actually received in readable form and confirmation of receipt has been received by the sender.

29.5	English language

(a)	Any notice given under or in connection with any Finance Document must be in English or Korean.

(b)	All other documents provided under or in connection with any Finance Document must be:

(i)	in English or Korean; or

(ii)	if not in English or Korean, and if so required by the Facility Agent, accompanied by a certified English translation and, in this case, the English translation will prevail unless the document is a constitutional, statutory or other official document.

30.	CALCULATIONS AND CERTIFICATES

30.1	Accounts

30.2	Certificates and determinations

30.3	Day count convention

31.	PARTIAL INVALIDITY

32.	REMEDIES AND WAIVERS

33.	AMENDMENTS AND WAIVERS

33.1	Required consents

(a)	Subject to Clause 33.2 (Exceptions) any term of the Finance Documents may be amended or waived only with the consent of the Majority Lenders and the Borrower and any such amendment or waiver will be binding on all Parties.

(b)	The Facility Agent, or in respect of the Security Documents, the Security Agent may effect, on behalf of any Finance Party, any amendment or waiver permitted by this Clause 33.

33.2	Exceptions

(a)	An amendment or waiver that has the effect of changing or which relates to:

(i)	the definition of "Majority Lenders" in Clause 1.1 (Definitions);

(ii)	an extension to the date of payment of any amount under the Finance Documents;

(iii)	a reduction in the Margin or a reduction in the amount of any payment of principal, interest, fees or commission payable;

(iv)	an increase in the amount of any Commitment;

(v)	an extension of the period of availability for utilisation of any Commitment;

(vi)	any provision which expressly requires the consent of all the Lenders;

(vii)	Clause 2.2 (Finance Parties’ Rights and Obligations), Clause 21 (Changes to the Parties) or this Clause 33;

(viii)	the nature or scope of the Charged Property or the manner in which the proceeds of enforcement of the Transaction Security are distributed; or

(ix)	the release of any Transaction Security unless permitted under this Agreement,

(b)	An amendment or waiver which relates to the rights or obligations of any Administrative Party may not be effected without the consent of such Administrative Party.

34.	COUNTERPARTS

35.	GOVERNING LAW

1.	Borrower

(a)	A copy of the articles of incorporation and commercial registry extract of the Borrower.

(b)	A copy of the resolution of the board of directors of the Borrower approving the Acquisition and the terms of, and transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute the Finance Documents to which it is a party.

(c)	A copy of the resolution of the shareholders of the Borrower approving the Acquisition and the terms of, and transactions contemplated by, the Finance Documents to which it is a party.

(d)	Power of attorney executed by the representative director of the Borrower:

(i)	authorising a specified person or persons to execute the Finance Documents to which it is a party on the Borrower’s behalf; and

(ii)	authorising a specified person or persons, on the Borrower’s behalf to sign and/or despatch all documents and notices (including, if relevant the Utilisation Request) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party.

(e)	Seal impression certificate of the representative director of the Borrower and specimen signature of each person authorised by any power of attorney referred to in paragraph 1(d) above in respect of the Finance Documents.

(f)	A certificate of the representative director of the Borrower certifying that:

(i)	each copy document relating to it specified in paragraphs 1(a) to (e) and 4 of this Schedule 1 is true, correct and complete and, in the case of the resolution specified in paragraph 1(b) above, in full force and effect as at a date no earlier than the date of this Agreement;

(ii)	the Borrower is solvent on the date of the certificate; and

(iii)	the representations set out in Clause 17 (Representations) are true in all material respects.

2.	Sponsor

(a)	A copy of the certificate of formation of the Sponsor.

(b)	A copy of the resolution of the sole member of the Sponsor approving the Acquisition and the terms of, and transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute the Finance Documents to which it is a party.

(c)	Power of attorney executed by the officer of the Sponsor (if necessary):

(i)	authorising a specified person or persons to execute the Finance Documents to which it is a party on the Sponsor’s behalf; and

(ii)	authorising a specified person or persons, on the Sponsor’s behalf to sign and/or despatch all documents and notices to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party.

(d)	Specimen signature of each person authorised by any power of attorney referred to in paragraph 1(d) above in respect of the Finance Documents.

(e)	A certificate of the officer of the Sponsor certifying that:

(i)	each copy document relating to it specified in paragraphs 2(a) to (d) of this Schedule 1 is true, correct and complete and, in the case of the resolution specified in paragraph 2(b) above, in full force and effect as at a date no earlier than the date of this Agreement;

(ii)	the Sponsor is solvent on the date of the certificate; and

(iii)	the representations set out in the Security Documents to which it is a party are true in all material respects.

3.	Fee Letter

4.	Security Documents

5.	Financial Information

6.	Legal opinions

(a)	A legal opinion from Lee & Ko, legal advisers to the Finance Parties as to Korean law in form and substance reasonably satisfactory to the Facility Agent.

(b)	A legal opinion from Yulchon, legal advisers to the Borrower as to Korean law in form and substance reasonably satisfactory to the Facility Agent.

(c)	With respect to the Security Documents to which the Sponsor is a party, a legal opinion from Pottery Anderson Corroon LLP, Delaware legal advisers to the Finance Parties in form and substance reasonably satisfactory to the Facility Agent.

7.	Other documents and evidence

(a)	A copy of any other Authorisation or other document, opinion or assurance which the Facility Agent considers to be necessary or desirable (if it has notified the Borrower accordingly) in connection with the entry into and performance of the transactions contemplated by any Finance Document or for the validity and enforceability of any Finance Document.

(b)	Evidence that the fees, costs and expenses then due from the Borrower pursuant to Clause 11 (Fees) and Clause 16 (Costs and expenses) have been paid or will be paid as provided in the Finance Documents (including the Fee Letters).

1.	We refer to the Facility Agreement. This is the Utilisation Request. Terms defined in the Facility Agreement shall have the same meaning in this Utilisation Request.

2.	We wish to borrow a Loan on the following terms:

3.	We confirm that each condition specified in Clause 4.2 (Further conditions precedent) is satisfied on the date of this Utilisation Request.

4.	[In case of the initial Utilisation,] We confirm that the fees, costs and expenses then due from the Borrower pursuant to Clause 11 (Fees) and Clause 16 (Costs and expenses) will be paid as provided in the Finance Documents (including the Fee Letters).

5.	The proceeds of the Loan should be credited to [account].

6.	This Utilisation Request is irrevocable.

From:	[the Existing Lender] (the "Existing Lender") and

1.	We refer to Clause 21.3 (Procedure for transfer) of the Facility Agreement. This is a Transfer Certificate. Terms used in the Facility Agreement shall have the same meaning in this Transfer Certificate.

2.	The Existing Lender and the New Lender agree to the Existing Lender transferring to the New Lender accordance with Clause 21.3 (Procedure for transfer) all or part of the Existing Lender's Commitment specified in the Schedule and/or all or part of the Existing Lender's participation(s) in the Loan specified in the Schedule, in each case together with related rights and obligations.

3.	The proposed Transfer Date is [         ].

4.	The Facility Office and address, fax number and attention particulars for notices of the New Lender for the purposes of Clause 29.2 (Addresses) are set out in the Schedule.

5.	The New Lender expressly acknowledges:

(a)	the limitations on the Existing Lender's obligations set out in paragraphs (a) and (c) of Clause 21.2 (Limitation of responsibility of Existing Lenders); and

(b)	that it is the responsibility of the New Lender to ascertain whether any document is required or any formality or other condition requires to be satisfied to effect or perfect the transfer contemplated by this Transfer Certificate or otherwise to enable the New Lender to enjoy the full benefit of each Finance Document.

6.	The New Lender confirms that it is a "New Lender" within the meaning of Clause 21.1 (Transfers by the Lenders).

7.	This Transfer Certificate may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Transfer Certificate.

8.	This Transfer Certificate is governed by Korean law.

9.	This Transfer Certificate has been entered into on the date stated at the beginning of this Transfer Certificate.

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1.	Disposition of assets related to an existing product line (including, without limitation, Stock of one or more Subsidiaries which hold such assets) with a value not exceeding $700,000,000 for consideration which may consist of primarily core Replacement Assets and/or cash, regardless of form, so long as such Disposition is an arm's length transaction on fair and reasonable terms.

2.	Disposition of assets of interiors product line to its Chinese Joint Venture partner consistent with MOU announced Nov 30, 2011.

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(1)	VISTEON KOREA HOLDINGS CORPORATION (the "Borrower");

(2)	KOOKMIN BANK as original lender (the "Original Lender");

(3)	KOOKMIN BANK as facility agent of the Finance Parties (other than itself) (the "Facility Agent"); and

(4)	KOOKMIN BANK as security agent of the Secured Parties (other than itself) (the "Security Agent").

(1)	By a bridge facility agreement (the "Original Agreement") dated July 4, 2012 and made between, among others, the Borrower and the Original Lender, the Original Lender made available to the Borrower a facility of such amounts and on the terms referred to in the Original Agreement for the purposes therein mentioned.

(2)	The Parties are entering into this Agreement in order to agree to amend and restate the Original Agreement.

1.	DEFINITIONS AND INTERPRETATION

2.	AMENDMENT AND RESTATEMENT

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3.	CONTINUITY

4.	UNDERTAKINGS

4.1	Before January 27, 2013, the Borrower shall deliver a certified copy of the resolution of its board of directors confirming its intent to make an additional Tender Offer (as defined in the Restated Agreement) within the Availability Period.

4.2	The Borrower shall, at the request of the Facility Agent and at its own expense, do all such acts and things necessary or desirable to give effect to the amendments effected or to be effected pursuant to this Agreement.

5.	COUNTERPARTS

6.	GOVERNING LAW AND JURISDICTION

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1.	Borrower

(a)	A copy of the articles of incorporation and commercial registry extract of the Borrower.

(b)	A copy of the resolution of the board of directors of the Borrower approving the execution of this Agreement and the terms of, and transactions contemplated by, the Restated Agreement.

(c)	A copy of the resolution of the shareholders of the Borrower approving the execution of this Agreement and the terms of, and transactions contemplated by, the Restated Agreement.

(d)	Where a person executing this Agreement does so under a power of attorney, a power of attorney executed by the representative director of the Borrower authorising a specified person or persons to execute this Agreement and any related documents to which it is a party on the Borrower’s behalf.

(e)	Seal impression certificate of the Borrower and specimen signature of each person authorised by any power of attorney referred to in paragraph 1(d) above.

(f)	A certificate of the representative director of the Borrower certifying that:

(i)	each copy document relating to it specified in paragraphs 1(a) to (e) of this Schedule 1 is true, correct and complete and, in the case of the resolution specified in paragraph 1(b) and (c) above, in full force and effect as at a date no earlier than the date of this Agreement; and

(ii)	the representations set out in Clause 17 (Representations) are true in all material respects.

2.	Legal opinions

(a)	A legal opinion from Lee & Ko, legal advisers to the Finance Parties as to Korean law in form and substance reasonably satisfactory to the Facility Agent.

(b)	A legal opinion from Yulchon, legal advisers to the Borrower as to Korean law in form and substance reasonably satisfactory to the Facility Agent.

3.	Other documents and evidence

(a)	An original copy of the amendment and restatement agreement to the upfront fee letter, duly executed by the parties thereto.

(b)	Evidence that the fees, costs and expenses then due from the Borrower pursuant to Clause 11 (Fees) and Clause 16 (Costs and expenses) have been paid or will be paid as provided in the Finance Documents.

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1.	Definitions And Interpretation    1

2.	The Facility    10

3.	Purpose    10

4.	Conditions Of Utilisation    11

5.	Utilisation    11

6.	Repayment    12

7.	Prepayment And Cancellation    12

8.	Mandatory Prepayment    13

9.	Interest    14

10.	Interest Periods    15

11.	Fees    15

12.	Tax Gross-Up And Indemnities    15

13.	Increased Costs    17

14.	Mitigation By The Lenders    18

15.	Other Indemnities    19

16.	Costs And Expenses    20

17.	Representations    20

18.	Information Undertakings    23

19.	General Undertakings    24

20.	Events Of Default    29

21.	Changes To The Parties    32

22.	Disclosure Of Information    35

23.	Role Of The Facility Agent    35

24.	Role Of Security Agent    39

25.	Sharing Among The Finance Parties    44

26.	Payment Mechanics    46

27.	Set-Off    47

28.	Application Of Proceeds    48

29.	Notices    49

30.	Calculations And Certificates    50

31.	Partial Invalidity    50

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32.	Remedies And Waivers    50

33.	Amendments And Waivers    51

34.	Counterparts    51

35.	Governing Law    51

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(5)	VISTEON KOREA HOLDINGS CORPORATION (the "Borrower");

(6)	KOOKMIN BANK as original lender (the "Original Lender");

(7)	KOOKMIN BANK as facility agent of the Finance Parties (other than itself) (the "Facility Agent"); and

(8)	KOOKMIN BANK as security agent of the Secured Parties (other than itself) (the "Security Agent").

1.	DEFINITIONS AND INTERPRETATION

1.1	Definitions

(a)	an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation, lodgement or registration; or

(b)	in relation to anything which will be fully or partly prohibited or restricted by law if a Governmental Agency intervenes or acts in any way within a specified period after lodgement, filing, registration or notification, the expiry of that period without intervention or action.

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(a)	in relation to any entity incorporated or organised under the laws of Korea, the Debtor Rehabilitation and Bankruptcy Act of Korea; and

(b)	in all other cases, any domestic or foreign law relating to bankruptcy, judicial management, moratorium, insolvency, reorganisation, administration or relief of debtors in effect in any jurisdiction.

(a)	NICE Pricing Service Inc.;

(b)	KIS Pricing Inc.;

(c)	Korea Asset Pricing & Korea Ratings Co., Ltd.; and

(d)	FN Pricing Inc.

(a)	in relation to the Original Lender, KRW1,000,000,000,000 and the amount of any other Commitment transferred to it under this Agreement; and

(b)	in relation to any other Lender, the amount of any Commitment transferred to it under this Agreement,

(a)	any dividends, charges, fees or other distributions (or interest on any unpaid dividends, charges, fees or other distributions) (whether in cash or in kind) on or in respect of its share capital (or any class of its share capital) paid by any member of the Group; and/or

(b)	any payment paid by any member of the Group in respect of any redemption or reduction of any Equity Interest of any other member of the Group; and/or

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(c)	any management service related fees or payment payable by the Target or its Restricted Subsidiaries pursuant to the LERA Program payable to its direct or indirect shareholders.

(a)	any shares of any class or capital stock of or equity interest in such person or any depositary receipt in respect of such shares, capital stock or equity interest;

(b)	any security convertible (whether at the option of the holder thereof or otherwise and whether such conversion is conditional or otherwise) into any such shares, capital stock, equity interest or depositary receipt, or any depositary receipt in respect of such shares; and

(c)	any option, warrant or other right to acquire any such shares, capital stock, capital interest, securities or depositary receipts referred to in paragraphs (a) and (b) above.

(a)	all obligations of such person for borrowed money or with respect to deposits or advances of any kind having the commercial effect of a borrowing (excluding deposits by customers made in the ordinary course of business and on ordinary business terms);

(b)	all obligations of such person evidenced by bonds, debentures, notes or similar instruments (excluding obligations of such person evidenced by notes or similar instruments issued in respect of “accounts payable” in the ordinary course of business);

(c)	all obligations of such person upon which interest charges are customarily paid having the commercial effect of a borrowing;

(d)	all Financial Indebtedness of any other person secured by any Security on any property

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(e)	all obligations of such person under conditional sale or other title retention agreements relating to property acquired by such person having the commercial effect of a borrowing (excluding agreements made in the ordinary course of business);

(f)	all obligations of such person in respect of the deferred purchase price of property or services outstanding more than ninety (90) days after its customary date of payment;

(g)	all guarantees by such person with respect to the Financial Indebtedness of other person(s);

(h)	all obligations which are required to be classified and accounted for as finance leases on the balance sheet of such person;

(i)	any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution;

(j)	all obligations, contingent or otherwise, of such person in respect of bankers’ acceptances issued by a bank or financial institution;

(k)	any indebtedness for or in respect of receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);

(l)	any indebtedness for or in respect of any amount raised under any other transaction (including any forward sale or purchase agreement) having the commercial effect of a borrowing;

(m)	any indebtedness for or in respect of shares or equity interests that are expressed to be redeemable; and

(n)	any indebtedness for or in respect of any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the marked to market value shall be taken into account).

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(a)	the Original Lender; and

(b)	any person which has become a Lender in accordance with Clause 21 (Changes to the Parties),

(a)	if any Loan is then outstanding, a Lender or Lenders whose participations in the Loan(s) then outstanding aggregate more than 66 2/3% of the Loan(s), or

(b)	if there is no Loan then outstanding, a Lender or Lenders whose Available Commitments aggregate more than 66 2/3% of the Available Facility.

(a)	the business, operations, assets or financial condition of the Borrower;

(b)	the ability of the Borrower to meet its payment obligations under the Finance Documents as they become due and payable;

(c)	the validity, legality or enforceability of the Finance Documents or the rights or remedies of any Finance Party under the Finance Documents; or

(d)	the validity, legality or enforceability of the Security expressed to be created pursuant to the Security Documents.

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(a)	subject to paragraph (c) below, if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day;

(b)	if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month; and

(c)	if an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end on the last Business Day in the calendar month in which that Interest Period is to end.

(a)	made in the ordinary course of business of the disposing person;

(b)	of assets in exchange for other assets comparable or superior as to type, value and quality and for a similar purpose;

(c)	of shares in Halla Alabama to Visteon Corporation or other affiliates by the Target; or

(d)	of assets, interests or rights as permitted by the Facility Agent (acting reasonably).

(a)	incurred under the Finance Document;

(b)	as listed in Schedule 6 (Existing Indebtedness) (including any amendment, renewal, refinancing or extension thereof without increase in the principal amount);

(c)	arising under spot and forward delivery foreign exchange contracts entered into by the Target in the ordinary course of business and not for speculative purposes;

(d)	any derivatives transaction entered into by the Target for the hedging of actual or projected real exposures arising in the ordinary course of trading activities (including to hedge interest rate risk) and not for speculative purposes;

(e)	under finance or capital leases, provided that the aggregate capital value of all such items so leased during the term of this Agreement under outstanding leases by the Target does

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(f)	incurred by the Target in the ordinary course of business in connection with cash pooling, netting and cash management arrangements consisting of overdrafts or similar arrangements;

(g)	incurred under any Permitted Transaction;

(h)	constituted by any shareholder loan made to the Borrower by the Sponsor or its direct or indirect shareholder provided that such shareholder loan has been fully subordinated to the Facility in form and substance satisfactory to the Facility Agent; or

(i)	as permitted by the Facility Agent (acting reasonably);

(a)	the Account Kun-Pledge Agreement;

(b)	the Borrower Share Kun-Pledge Agreement;

(c)	the Sponsor Share Kun-Pledge Agreement (Borrower); and

(d)	the Sponsor Share Kun-Pledge Agreement (Target),

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(a)	which is controlled, directly or indirectly, by the first mentioned company or corporation;

(b)	more than half the issued equity share capital of which is beneficially owned, directly or indirectly, by the first mentioned company or corporation; or

(c)	which is a Subsidiary of another Subsidiary of the first mentioned company or corporation,

(a)	the proposed Transfer Date specified in the Transfer Certificate; and

(b)	the date on which the Facility Agent executes the Transfer Certificate.

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1.2	Construction

(a)	Unless a contrary indication appears, any reference in this Agreement to:

(i)	any "Administrative Party", the "Facility Agent", the “Security Agent”, any "Finance Party", any “Secured Party”, any "Lender" or any "Party" shall be construed so as to include its successors in title and permitted transferees;

(ii)	"assets" includes present and future properties, revenues and rights of every description;

(iii)	a "Finance Document" or any other agreement or instrument is a reference to that Finance Document or other agreement or instrument as amended, novated, supplemented, extended or restated;

(iv)	"including" shall be construed as "including without limitation";

(v)	"indebtedness" includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;

(vi)	a Lender's "participation" in the Loan or an Unpaid Sum includes an amount representing the fraction or portion (attributable to such Lender by virtue of the provisions of this Agreement) of the total amount of the Loan or Unpaid Sum and the Lender's rights under this Agreement in respect thereof;

(vii)	a "person" includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium or partnership (whether or not having separate legal personality);

(viii)	a "regulation" includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation;

(ix)	a provision of law is a reference to that provision as amended or re-enacted; and

(x)	a time of day is a reference to Seoul time.

(b)	Clause and Schedule headings are for ease of reference only.

(c)	Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.

(d)	A Default (other than an Event of Default) is "continuing" if it has not been remedied or waived and an Event of Default is "continuing" if it has not been waived.

(e)	Where this Agreement specifies an amount in a given currency (the "specified currency") "or its

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1.3	Currency Symbol and Definition

2.	THE FACILITY

2.1	The Facility

2.2	Finance Parties' rights and obligations

(a)	The obligations of the Finance Parties under the Finance Documents are several. Failure by a Finance Party to perform its obligations under the Finance Documents does not affect the obligations of any other Party under the Finance Documents. No Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents.

(a)	The rights of the Finance Parties under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Finance Party from the Borrower shall be a separate and independent debt.

(b)	A Finance Party may, except as otherwise stated in the Finance Documents, separately enforce its rights under the Finance Documents.

3.	PURPOSE

3.1	Purpose

3.2	Monitoring

4.	CONDITIONS OF UTILISATION

4.1	Initial conditions precedent

4.2	Further conditions precedent

(a)	on the date of a Utilisation Request and on the proposed Utilisation Date,

(i)	no Default is continuing or would result from the proposed Loan;

(ii)	the Repeating Representations to be made by the Borrower are true in all material respects;

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(b)	(only in case of a Loan to be applied towards funding the cost of a Tender Offer,) the Facility Agent has received a copy of (i) the resolution of the board of directors of the Borrower and (ii) the resolution of the shareholders of the Borrower, approving such Tender Offer, respectively.

5.	UTILISATION

5.1	Delivery of the Utilisation Request

5.2	Completion of the Utilisation Request

(a)	The Utilisation Request is irrevocable and will not be regarded as having been duly completed unless:

(i)	the proposed Utilisation Date is a Business Day within the Availability Period;

(ii)	the currency and amount of the Utilisation comply with Clause 5.4 (Currency and amount);

(iii)	the proposed Interest Period complies with Clause 10 (Interest Periods); and

(iv)	the account to which the Loan will be disbursed to the Borrower shall be the Drawdown Account.

(a)	Only one Loan may be requested in each Utilisation Request.

5.3	Maximum number of Utilisations

5.4	Currency and amount

(a)	The currency specified in the Utilisation Request must be KRW.

(b)	The amount of the proposed Loan must be an amount which is not more than the Available Facility and which is a minimum of KRW10,000,000,000 or, if less, the Available Facility.

5.5	Lenders' participations

(a)	If the conditions set out in Clause 4 (Conditions of Utilisation) and 5.1 (Delivery of the Utilisation Request) to 5.4 (Currency and amount) above have been met, each Lender shall make its participation in the Loan available by the Utilisation Date through its Facility Office.

(b)	The amount of each Lender's participation in the Loan will be equal to the proportion borne by its Available Commitment to the Available Facility immediately prior to making the Loan.

(c)	The Facility Agent shall notify each Lender of the amount of each Loan and the amount of its participation in the Loan by the Specified Time.

5.6	Cancellation of Commitment

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6.	REPAYMENT

6.1	Repayment of Loan

7.	PREPAYMENT AND CANCELLATION

7.1	Illegality

(a)	that Lender shall promptly notify the Facility Agent upon becoming aware of that event;

(b)	upon the Facility Agent notifying the Borrower, the Commitment of that Lender will be immediately cancelled; and

(c)	the Borrower shall repay that Lender's participation in the Loans on the last day of the Interest Period for each Loan occurring after the Facility Agent has notified the Borrower or, if earlier, the date specified by the Lender in the notice delivered to the Facility Agent (being no earlier than the last day of any applicable grace period permitted by law).

7.2	Voluntary cancellation

7.3	Voluntary prepayment of the Loan

(a)	The Borrower may, if it gives the Facility Agent not less than ten (10) Business Days' (or such shorter period as the Majority Lenders may agree) prior notice, prepay at any time the whole or any part of the Loans (but, if in part, being an amount that reduces the amount of the aggregate Loans by a minimum amount of KRW10,000,000,000 and in integral multiples of KRW1,000,000,000).

(b)	A prepayment made by the Borrower under this Clause 7.3 (Voluntary prepayment of the Loan) shall be applied to the Loans in chronological order of the relevant Utilisations.

7.4	Right of prepayment and cancellation in relation to a single Lender

(a)	If:

(i)	any sum payable to any Lender by the Borrower is required to be increased under paragraph (a) of Clause 12.2 (Tax gross-up); or

(ii)	any Lender claims indemnification from the Borrower under Clause 12.3 (Tax indemnity) or

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(b)	On receipt of a notice of cancellation referred to in paragraph (a) above, the Commitment of that Lender shall immediately be reduced to zero.

(c)	On the last day of each Interest Period which ends after the Borrower has given notice of cancellation under paragraph (a) above, the Borrower shall prepay that Lender's participation in the relevant Loan.

7.5	Restrictions

(a)	Any notice of cancellation or prepayment given by any Party under this Clause 7 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment.

(b)	Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid without prepayment fee or penalty.

(c)	Unless a contrary indication appears in this Agreement, any part of the Facility which is prepaid may be reborrowed in accordance with the terms of this Agreement.

(d)	The Borrower shall not repay or prepay all or any part of the Loans or reduce any Commitment except at the times and in the manner expressly provided for in this Agreement.

(e)	If any Commitment is reduced or cancelled in accordance with this Agreement, the amount of such reduction may not be subsequently reinstated.

(f)	If the Facility Agent receives a notice under this Clause 7 it shall promptly forward a copy of that notice to either the Borrower or the affected Lender, as appropriate.

8.	MANDATORY PREPAYMENT

8.1	Definitions relating to mandatory prepayment

(a)	the gross cash proceeds (including payments from time to time in respect of instalment obligations or deferred purchase consideration, if applicable) received by or on behalf of the Borrower in respect of such Prepayment Event;

(b)	the sum of:

(i)	the amount, if any, of all taxes paid or estimated to be payable by the Borrower in connection with such Prepayment Event; and

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(ii)	reasonable and customary fees, commissions, expenses, issuance costs, discounts and other costs paid by the Borrower in connection with such Prepayment Event, in case only to the extent not already deducted in arriving at the amount referred to in paragraph (a) above.

8.2	Mandatory Prepayment

(a)	The Borrower shall apply the Net Proceeds of any Prepayment Event towards the prepayment of the Loans promptly upon receipt of the Net Proceeds.

(b)	A prepayment made by the Borrower under this Clause 8.2 (Mandatory prepayment) shall be applied to the Loans in chronological order of the relevant Utilisations.

9.	INTEREST

9.1	Calculation of interest

(a)	Margin; and

(b)	Base Rate.

9.2	Payment of interest

9.3	Default interest

9.4	Notification of rates of interest

10.	INTEREST PERIODS

10.1	Interest Periods

(a)	Subject to paragraphs (b) and (d) below, The Interest Period for a Loan shall be three (3) Months.

(b)	An Interest Period for a Loan shall not extend beyond the Final Repayment Date.

(c)	The Interest Period for a Loan shall start on the relevant Utilisation Date or (if a Loan has already been made) on the last day of the preceding Interest Period of the Loan.

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(d)	The initial Interest Period for a Loan which is not made on the Initial Utilisation Date shall start on the relevant Utilisation Date and end on the immediately next last day of an Interest Period for the existing Loan. Thereafter, the Interest Period for such Loan shall start on the last day of the preceding Interest Period.

10.2	Non-Business Days

11.	FEES

11.1	Upfront fee

11.2	Facility Agent fee

11.3	Security Agent fee

11.4	Commitment fee

(a)	The Borrower shall pay to the Facility Agent for the account of each Lender a fee computed at the rate of 0.50 per cent. per annum from July 30, 2012 until the Acquisition Closing Date, on that Lender's Available Commitment under the Facility for the Availability Period applicable.

(b)	The accrued commitment fee is payable on (i) the last day of each Interest Payment Date which ends during the Availability Period or (ii) the Acquisition Closing Date and if cancelled in full, on the cancelled amount of the relevant Lender’s Commitment at the time the cancellation is effective.

12.	TAX GROSS-UP AND INDEMNITIES

12.1	Tax definitions

(a)	In this Clause 12:

(b)	Unless a contrary indication appears, in this Clause 12 a reference to "determines" or "determined" means a determination made in the absolute discretion of the person making the determination.

12.2	Tax gross-up

(a)	All payments to be made by the Borrower to any Finance Party under the Finance Documents shall be made free and clear of and without any Tax Deduction unless the Borrower is required to make a Tax Deduction, in which case the sum payable by the Borrower (in respect of which such Tax Deduction

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(b)

The Borrower shall promptly upon becoming aware that the Borrower must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Facility Agent accordingly. Similarly, a Lender shall notify the Facility Agent on becoming so aware in respect of a payment payable to that Lender. If the Facility Agent receives such notification from a Lender it shall notify the Borrower.

(c)	If the Borrower is required to make a Tax Deduction, the Borrower shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.

(d)

Within thirty (30) days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Borrower making that Tax Deduction shall deliver to the Facility Agent for the Finance Party entitled to the payment evidence reasonably satisfactory to that Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.

12.3	Tax indemnity

(a)

Without prejudice to Clause 12.2 (Tax gross-up), if any Finance Party is required to make any payment of or on account of Tax on or in relation to any sum received or receivable under the Finance Documents or if any liability in respect of any such payment is asserted, imposed, levied or assessed against any Finance Party, the Borrower shall, within ten (10) Business Days of demand of the Facility Agent, promptly indemnify the Finance Party which suffers a loss or liability as a result against such payment or liability, together with any interest, penalties, costs and expenses payable or incurred in connection therewith, provided that this Clause 12.3 shall not apply to:

(i)	any Tax imposed on and calculated by reference to the net income actually received or receivable by such Finance Party by the jurisdiction in which such Finance Party is incorporated; or

(ii)	any Tax imposed on and calculated by reference to the net income of the Facility Office of such Finance Party actually received or receivable by such Finance Party by the jurisdiction in which its Facility Office is located.

(b)	A Finance Party intending to make a claim under paragraph (a) shall notify the Facility Agent of the event giving rise to the claim, whereupon the Facility Agent shall notify the Borrower thereof.

(c)	A Finance Party shall, on receiving a payment from the Borrower under this Clause 12.3, notify the Facility Agent.

12.4	Tax credit

(a)	a Tax Credit is attributable to that Tax Payment; and

(b)	that Finance Party has obtained, utilised and retained that Tax Credit,

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12.5	Stamp taxes

(a)	pay all stamp duty, registration and other similar Taxes payable in respect of any Finance Document, and

(b)	within ten (10) Business Days of demand, indemnify each Finance Party against any cost, loss or liability that Finance Party incurs in relation to any stamp duty, registration or other similar Tax paid or payable in respect of any Finance Document.

12.6	Indirect tax

(a)

All amounts set out or expressed in a Finance Document to be payable by any Party to a Finance Party shall be deemed to be exclusive of any Indirect Tax. If any Indirect Tax is chargeable on any supply made by any Finance Party to any Party in connection with a Finance Document, that Party shall pay to the Finance Party (in addition to and at the same time as paying the consideration) an amount equal to the amount of the Indirect Tax.

(a)	Where a Finance Document requires any Party to reimburse a Finance Party for any costs or expenses, that Party shall also at the same time pay and indemnify the Finance Party against all Indirect Tax incurred by that Finance Party in respect of the costs or expenses to the extent the Finance Party reasonably determines that it is not entitled to credit or repayment in respect of the Indirect Tax.

13.	INCREASED COSTS

13.1	Increased costs

(a)

Subject to Clause 13.3 (Exceptions) the Borrower shall, within ten (10) Business Days of a demand by the Facility Agent, pay for the account of a Finance Party the amount of any Increased Costs incurred by that Finance Party or any of its Affiliates as a result of (i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation or (ii) compliance with any law or regulation made after the date of this Agreement. The terms "law" and "regulation" in this paragraph (a) shall include, without limitation, any law or regulation concerning capital adequacy, liquidity, reserve assets or Tax.

(b)

If at any time the Borrower is required to pay any additional amount to a Lender pursuant to the paragraph (a) above, then the Borrower, on ten (10) Business Days’ prior written notice to the Facility Agent and such Lender, may request that Lender to (and that Lender shall) transfer all (and not part only) of its rights and obligations under the relevant Finance Documents (on terms that are agreeable to that Lender and at the cost of the Borrower) to another Lender or to another bank or financial institution that is selected by the Borrower and that confirms its willingness to assume and does assume all the obligations of that Lender.

(c)	In this Agreement "Increased Costs" means:

(i)	a reduction in the rate of return from the Facility or on a Finance Party's overall capital;

(ii)	an additional or increased cost; or

(iii)	a reduction of any amount due and payable under any Finance Document,

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13.2	Increased cost claims

(a)	A Finance Party intending to make a claim pursuant to Clause 13.1 (Increased costs) shall notify the Facility Agent of the event giving rise to the claim, following which the Facility Agent shall promptly notify the Borrower.

(b)	Each Finance Party shall, as soon as practicable after a demand by the Facility Agent, provide a certificate confirming the amount of its Increased Costs.

13.3	Exceptions

(a)	attributable to a Tax Deduction required by law to be made by the Borrower;

(b)	compensated for by Clause 12.3 (Tax indemnity); or

(c)	attributable to the wilful breach by the relevant Finance Party of any law or regulation.

14.	MITIGATION BY THE LENDERS

14.1	Mitigation

(b)	Each Finance Party shall, in consultation with the Borrower, take all reasonable steps to mitigate any circumstances which arise and which would result in any amount becoming payable under or pursuant to, or cancelled pursuant to, any of Clause 7.1 (Illegality), Clause 12 (Tax gross-up and indemnities) or Clause 13 (Increased costs), including:

(i)	providing such information as the Borrower may reasonably request in order to permit the Borrower to determine its entitlement to claim any exemption or other relief (whether pursuant to a double taxation treaty or otherwise) from any obligation to make a Tax Deduction; and

(ii)	in relation to any circumstances which arise following the date of this Agreement, transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office.

(c)	Paragraph (a) above does not in any way limit the obligations of the Borrower under the Finance Documents.

14.2	Limitation of liability

(a)	The Borrower shall promptly indemnify each Finance Party for all costs and expenses reasonably incurred by that Finance Party as a result of steps taken by it under Clause 14.1 (Mitigation).

(b)	A Finance Party is not obliged to take any steps under Clause 14.1 (Mitigation) if, in the opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it.

14.3	Conduct of business by the Finance Parties

(a)	interfere with the right of any Finance Party to arrange its affairs (tax or otherwise) in whatever manner it thinks fit;

(b)	oblige any Finance Party to investigate or claim any credit, relief, remission or repayment available to it or the extent, order and manner of any claim; or

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(c)	oblige any Finance Party to disclose any information relating to its affairs (tax or otherwise) or any computations in respect of Tax.

15.	OTHER INDEMNITIES

15.1	Other indemnities

(a)	the occurrence of any Event of Default;

(b)	the information produced or approved by the Borrower being misleading and/or deceptive in any material respect;

(c)	any enquiry, investigation, subpoena (or similar order) or litigation with respect to the Borrower or with respect to the transactions contemplated or financed under this Agreement;

(d)	a failure by the Borrower to pay any amount due under a Finance Document on its due date or in the relevant currency;

(e)	funding, or making arrangements to fund, its participation in a Loan requested by the Borrower in the Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of gross negligence or wilful misconduct of that Finance Party); or

(f)	a Loan (or part of a Loan) not being prepaid in accordance with a notice of prepayment given by the Borrower.

15.2	Indemnity to the Facility Agent

(a)	investigating any event which it reasonably believes is a Default; or

(b)	acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised.

15.3	Indemnity to the Secured Parties

(a)	the taking, holding, protection or enforcement of the Transaction Security;

(b)	the exercise of any of the rights, powers, discretions and remedies vested in the Secured Parties by the Finance Documents or by law; and

(c)	any default by the Borrower or a member of the Group in the performance of any of the obligations expressed to be assumed by it in the Finance Documents.

16.	COSTS AND EXPENSES

16.1	Transaction expenses

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(a)	this Agreement and any other documents referred to in this Agreement and the Transaction Security; and

(b)	any other Finance Documents executed after the date of this Agreement.

16.2	Amendment costs

16.3	Enforcement and preservation costs

17.	REPRESENTATIONS

17.1	Status

(a)	It is a corporation, duly incorporated and validly existing under the laws of Korea.

(b)	It has the power to own its assets and carry on its business as it is being conducted.

17.2	Binding obligations

17.3	Non-conflict with other obligations

(a)	any law or regulation applicable to it;

(b)	its constitutional documents; or

(c)	any agreement or instrument binding upon it or any of its assets.

17.4	Power and authority

17.5	Validity and admissibility in evidence

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(a)	to enable it lawfully to enter into, exercise its rights and comply with its obligations in the Finance Documents to which it is a party;

(b)	to make the Finance Documents to which it is a party admissible in evidence; and

(c)	for it to carry on their business,

17.6	Deduction of Tax

17.7	No filing or stamp taxes

17.8	No default

(a)	No Event of Default is continuing or is expected to result from the making of any Utilisation.

(b)	No other event or circumstance is outstanding which constitutes a default under any other agreement or instrument which is binding on it or to which its assets are subject which might have a Material Adverse Effect.

17.9	Information

(a)	Except as otherwise disclosed by the Borrower to the Facility Agent prior to the date of this Agreement, it is not aware of any untrue statement of any material fact it made, or of any omission of any material fact from any of the information it provided.

(b)

All other factual information provided in writing by or on behalf of the Borrower or any member of the Group (including its advisers) to any Finance Party is true and complete in all materials respects as at the date such information is provided or as at the date (if any) at which it is stated, and does not contain any untrue statement of a material fact or omit to state a material fact necessary to make such information, in light of the circumstances in which such information is provided, not misleading in any material respect. For the avoidance of doubt, any information or data relating to budgets, forecasts and other business or financial projections and all other forward-looking information in relation to the Borrower that may have been provided by the Borrower or its representatives shall not be viewed as facts or a guarantee of performance or achievement of any particular results.

17.10	Financial statements

(a)	The financial statements most recently supplied by it to the Facility Agent (which, at the date of this Agreement, are the Original Financial Statements) were prepared in accordance with K-IFRS (in the case of the Original Financial Statements, GAAP) consistently applied.

(b)	The financial statements most recently supplied by it to the Facility Agent (which, at the date of this

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(c)	There has been no material adverse change in the business or financial condition of the Target since the date of the Original Financial Statements.

17.11	Pari passu ranking

17.12	No proceedings pending or threatened

17.13	Authorised Signatures

17.14	Security

17.15	Ranking

17.16	Transaction Security

17.17	Good title to assets

17.18	Legal and beneficial owner

17.19	Insolvency

(a)	It is able to meet its obligations as they fall due, and it does not or has not admitted any inability to pay its debts as they fall due or has suspended making payments on any of its debts.

(b)	No moratorium has been declared in respect of any of the indebtedness of the Borrower.

(c)	None of the events referred to in Clause 20.6 (Insolvency proceedings) has occurred nor been threatened in relation to the Borrower.

17.20	Taxation

(a)	It has paid and discharged all material Taxes imposed upon it or any of its assets within the time

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(b)	It is not materially overdue in the filing of any Tax returns where late filing will result in the imposition of any material fine, penalty or liability on it or such member of the Group.

(c)

No claims or investigations are being, or are reasonably likely to be, made or conducted against it with respect to Taxes, such that a material liability of or claim against it is reasonably likely to arise or become outstanding except for any such claim or investigations that are being or will be contested in good faith and in respect of which the Restricted Group is entitled to full indemnification.

17.21	Group structure

(a)	The Sponsor owns all of the issued shares in the Borrower.

(b)	The Sponsor owns not less than, as of the date hereof 74,720,000 shares in the Target, being 69.9% of the total issued and outstanding shares in the Target.

17.22	Account

17.23	Repetition

18.	INFORMATION UNDERTAKINGS

18.1	Financial statements

(a)	as soon as the same become available, but in any event within 120 days after the end of each of its financial years:

(i)	its audited consolidated and non-consolidated financial statements for that financial year, provided that its obligation under this sub-clause shall not apply on or prior to the Acquisition Closing Date;

(ii)	the audited consolidated and non-consolidated financial statement of the Target for that financial year; and

(b)	as soon as the same become available, but in any event within 90 days after the end of the first half of each of its financial year:

(i)	its reviewed consolidated and non-consolidated financial statements for that financial half-year; and

(ii)	the reviewed consolidated and non-consolidated financial statements of the Target for

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18.2	Requirements as to financial statements

(a)	Each set of financial statements delivered by the Borrower pursuant to Clause 18.1 (Financial statements) shall be certified by a director of the Borrower as fairly representing its financial condition as at the date as at which those financial statements were drawn up.

(b)	The Borrower shall procure that each set of financial statements delivered pursuant to Clause 18.1 (Financial statements) is prepared using GAAP and/or K-IFRS (as applicable).

18.3	Information: miscellaneous

(a)	all documents despatched by the Borrower to its shareholders (or any class of them) or its creditors generally at the same time as they are despatched;

(b)	promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings which are current, threatened or pending against any member of the Group, and which might, if adversely determined, have a Material Adverse Effect;

(c)	promptly upon becoming aware of them, any material claims which Borrower has against any of its insurers;

(d)	promptly, such further information regarding the financial condition, business and operations of any member of the Group as any Finance Party (through the Facility Agent) may reasonably request; and

(e)	promptly, notice of any change in authorised signatories of the Borrower accompanied by specimen signatures of any new authorised signatories.

18.4	Notification of default

(a)	The Borrower shall notify the Facility Agent of any Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence.

(b)	Promptly upon a request by the Facility Agent, the Borrower shall supply to the Facility Agent a certificate signed by its representative director certifying that no Default is continuing (or if a Default is continuing, specifying the Default and the steps, if any, being taken to remedy it).

19.	GENERAL UNDERTAKINGS

19.1	Authorisations

19.2	Compliance with laws

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19.3	Pari passu ranking

19.4	Negative pledge

(a)	The Borrower shall not create or permit to subsist any Security over any of its assets.

(b)	Paragraphs (a) above do not apply to:

(i)	any netting or set-off arrangement entered into in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances and in the ordinary course of its banking activity;

(ii)	any lien arising by operation of law and in the ordinary course of business provided that the debt which is secured thereby is paid when due or contested in good faith by appropriate proceedings and properly provisioned;

(iii)	any Transaction Security; and

(iv)	any Security permitted by the Facility Agent.

19.5	Disposals

19.6	Merger

19.7	Change of business

19.8	Acquisitions

19.9	Loans and guarantees

19.10	Financial Indebtedness

(a)	The Borrower shall not incur any Financial Indebtedness.

(b)	Paragraph (a) above does not apply to any Permitted Indebtedness.

19.11	Distributions

(i)	declare, make or pay any dividend, charge, fee or other distribution (or interest on any unpaid

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(ii)	pay any management, advisory or other fee to or to the order of any of the shareholders of the Borrower; or

(iii)	redeem, reduce, repurchase, defease, retire or repay any of the Borrower’s share capital or resolve to do so.

19.12	Preservation of Assets

19.13	Access

(a)	on request of the Facility Agent, provide the Facility Agent and Security Agent with any information the Facility Agent or Security Agent may reasonably require about that company's business and affairs, the Charged Property and its compliance with the terms of the Security Documents; and

(b)	permit the Security Agent, its representatives, delegates, professional advisers and contractors, free access at all reasonable times and on reasonable notice at the cost of the Borrower, (i) to inspect and take copies and extracts from the books, accounts and records of that company and (ii) to view the Charged Property.

19.14	Further assurance

(a)	The Borrower shall promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Security Agent may reasonably specify (and in such form as the Security Agent may require in favour of the Security Agent or its nominee(s)):

(i)	to perfect the Security created or intended to be created under or evidenced by the Security Documents or for the exercise of any rights, powers and remedies of the Security Agent or the Finance Parties provided by or pursuant to the Finance Documents or by law; and/or

(ii)	to facilitate the realisation of the assets which are, or are intended to be, the subject of the Transaction Security.

(b)	The Borrower shall take all such action as is available to it (including making all filings and registrations) as may be necessary for the purpose of the creation, perfection, protection or maintenance of any Security conferred or intended to be conferred on the Security Agent or the Finance Parties by or pursuant to the Finance Documents.

(c)

If any assets acquired by any member of the Group after the Initial Utilisation Date and such assets are required to be subject to the Transaction Security in accordance with the applicable Security Document, the Borrower shall cause such assets to be subjected to the Security Document to which such assets are related and will take, such actions as shall be necessary or requested by the Security Agent to grant and perfect such Transaction Security consistent with the applicable requirements of the applicable Security Documents (including, where appropriate, by execution of a supplement to

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19.15	Taxation

(a)	payment of such Taxes is being contested in good faith; and

(b)	reserves (that are determined by the Borrower in good faith to be adequate) are being maintained for such Taxes.

19.16	Books and records, access

(a)	maintain books, accounts and records (with respect to itself and its business) in good order; and

(b)	permit each of the Lenders and/or accountants, agents, representatives and/or other professional advisers of the Lenders free access at all reasonable times and on reasonable notice (after consultation with the Borrower) to:

(iii)	inspect and take copies and extracts from the books, accounts and records of the Borrower;

(iv)	view any physical assets which are the subject of any Transaction Security;

(v)	access and inspect the premises of the Borrower; and

(vi)	meet and discuss matters with officers and senior management of the Borrower,

19.17	Arm’s length basis

19.18	Conditions Subsequent

(a)	The Borrower shall receive an in-kind equity contribution from the Sponsor of not less than 74,720,000 shares in the Target (being 69.9% of the total issued and outstanding shares of the Target) within six

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(b)	The Borrower shall, every time it acquires shares in the Target, pledge such shares to the Secured Parties as soon as practicable following such acquisition in form and substance reasonably satisfactory to the Security Agent.

(c)	In case of a Loan to be applied towards funding of the cost of a Tender Offer, the Borrower shall, within five (5) Business Days from the relevant Utilisation Date unless otherwise extended, (i) deliver a copy of public notice of commencement of such Tender Offer to the Facility Agent and (ii) file a report with the Financial Supervisory Service regarding such Tender Offer.

19.19	Holding company

(a)	The Borrower shall not carry on any business, own any assets, create any Security or incur or discharge any liability other than:

(i)	holding issued and outstanding shares in the Target;

(ii)	incurring liabilities and granting Security pursuant to the Finance Documents;

(iii)	consummating the Acquisition;

(iv)	activities expressly contemplated by the Finance Documents; or

(v)	the costs of acquiring the Target.

(b)	The Borrower shall not establish or acquire any direct Subsidiary other than the Target.

19.20	Bank Account

(a)	The Borrower shall not open or maintain any account with any bank or other financial institution except for the Drawdown Account, the Tender Offer Account and any other account(s) as permitted by the Security Agent and is opened and maintained with the Security Agent.

(b)	The Borrower shall ensure that all amounts to be received by it or for its account are deposited into the Drawdown Account.

(c)	The Borrower may withdraw from the Drawdown Account any amount standing to the credit of that account and apply that amount only for the purposes contemplated in this Agreement (including, transferring the cost of the Acquisition to the Tender Offer Account).

(d)	The Borrower may withdraw from the Tender Offer Account any amount standing to the credit of that account and apply that amount only for the purpose of funding the costs of the Acquisition or payment of the Secured Obligations.

(e)	The Borrower irrevocably authorizes the Facility Agent to withdraw from the Drawdown Account any amount standing to the credit of that account and apply that amount for the purposes contemplated in this Agreement.

19.21	Account Pledge

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20.	EVENTS OF DEFAULT

20.1	Non-payment

(a)	its failure to pay is caused by administrative or technical error; and

(b)	payment is made within five (5) Business Days of its due date.

20.2	Other obligations

(a)	Any member of the Group or the Sponsor does not comply with any provision of the Finance Documents to which it is a party (other than those referred to in Clause 20.1 (Non-payment)).

(b)	No Event of Default under paragraph (a) above will occur if the failure to comply is capable of remedy and is remedied within five (5) Business Days of the earlier of (A) the Facility Agent giving notice to the Borrower and (B) the Borrower becoming aware of the failure to comply.

20.3	Misrepresentation

20.4	Cross default

(a)	Any Financial Indebtedness of any member of the Group is not paid when due nor within any originally applicable grace period.

(b)	Any Financial Indebtedness of any member of the Group is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described).

(c)	Any commitment for any Financial Indebtedness of any member of the Group is cancelled or suspended by a creditor of any member of the Group as a result of an event of default (however described).

(d)	Any creditor of any member of the Group becomes entitled to declare any Financial Indebtedness of any member of the Group due and payable prior to its specified maturity as a result of an event of default (however described).

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(e)	No Event of Default will occur under this Clause 20.4 if the aggregate amount of Financial Indebtedness or commitment for Financial Indebtedness falling within paragraphs (a) to (d) above is less than KRW 50,000,000,000 (or its equivalent in any other currency or currencies).

20.5	Insolvency

(a)	A member of the Group is or is deemed to or declared for the purpose of the Bankruptcy Law to be unable or admits inability to pay its debts as they fall due, suspends making payments on any of its debts or, by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness.

(b)	The value of the assets of any member of the Group is less than its liabilities for the purpose of the Bankruptcy Law on a going concern basis.

(c)	A moratorium is declared in respect of any indebtedness of any member of the Group.

20.6	Insolvency proceedings

(a)	the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration, provisional supervision, rehabilitation or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of any member of the Group;

(b)	the designation of the Borrower or any member of the Group as a failing company under the Corporate Restructuring Promotion Act of Korea;

(c)	a composition or arrangement with any creditor of any member of the Group;

(d)	the appointment of a liquidator, receiver, administrator, administrative receiver, judicial manager, compulsory manager, provisional supervisor or other similar officer in respect of any member of the Group or any of its assets; or

(e)	enforcement of any Security over any assets of any member of the Group,

20.7	Creditors' process

20.8	Unlawfulness

20.9	Repudiation

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20.10	Cessation of business

20.11	Audit Qualification

20.12	Clearing house suspension

20.13	Expropriation

20.14	Transaction Security

(a)	Any member of the Group or the Sponsor fails to perform or comply with any of the obligations assumed by it in the Security Documents to which it is a party.

(b)	At any time any of the Transaction Security is or becomes unlawful or is not, or ceases to be legal, valid, binding or enforceable or otherwise ceases to be effective.

(c)	At any time, any of the Transaction Security fails to have first ranking priority or is subject to any prior ranking or pari passu ranking Security.

20.15	Material adverse change

20.16	Change of control

20.17	Acceleration

(a)	On the occurrence of an Event of Default under Clause 20.6 (Insolvency Proceedings) or Clause 20.12 (Clearing house suspension):

(i)	the Commitments shall immediately be cancelled;

(ii)	all or part of the Loans, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents shall be immediately due and payable; and

(iii)	the Facility Agent may, and shall if so directed by the Majority Lenders, exercise, or direct the Security Agent to exercise, any or all of its rights, remedies and powers under any of the Finance Documents.

(b)	On and at any time after the occurrence of an Event of Default (other than under Clause 20.6 (Insolvency Proceedings) or Clause 20.12 (Clearing house suspension)) which is continuing the Facility Agent may, and shall if so directed by the Majority Lenders, by notice to the Borrower:

(i)	without prejudice to the participations of any Lenders in the Loans then outstanding cancel

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(ii)	declare that all or part of the Loans, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents be immediately due and payable, whereupon they shall become immediately due and payable;

(iii)	declare that all or part of the Loans be payable on demand, whereupon they shall immediately become payable on demand by the Facility Agent on the instructions of the Majority Lenders; and/or

(iv)	exercise, or direct the Security Agent to exercise, any or all of its rights, remedies and powers under any of the Finance Documents.

20.18	No prior business

21.	CHANGES TO THE PARTIES

21.1	Transfers by the Lenders

21.2	Limitation of responsibility of Existing Lenders

(a)	Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:

(i)	the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents, the Transaction Security or any other documents;

(ii)	the financial condition of the Borrower;

(iii)	the performance and observance by the Borrower of its obligations under the Finance Documents or any other documents; or

(iv)	the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other document,

(b)	Each New Lender confirms to the Existing Lender and the other Finance Parties that it:

(v)	has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of the Borrower and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender in connection with any Finance Document; and

(vi)	will continue to make its own independent appraisal of the creditworthiness of the Borrower and its related entities whilst any amount is or may be outstanding under the Finance

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(c)	Nothing in any Finance Document obliges an Existing Lender to:

(vii)	accept a re-transfer from a New Lender of any of the rights and obligations transferred under this Clause 21; or

(viii)	support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by the Borrower of its obligations under the Finance Documents or otherwise.

21.3	Procedure for transfer

(a)

A transfer is effected in accordance with paragraph (b) below when the Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Facility Agent shall as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate (on behalf of the Finance Parties and the Borrower in accordance with paragraph (c)) below and affix a fixed date stamp on such Transfer Certificate).

(b)	On the Transfer Date:

(i)

to the extent that in the Transfer Certificate the Existing Lender seeks to transfer its rights and obligations under the Finance Documents and in respect of the Transaction Security the Borrower and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and in respect of the Transaction Security and their respective rights against one another shall be cancelled (being the "Discharged Rights and Obligations");

(ii)	each of the Borrower and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as the Borrower and the New Lender have assumed and/or acquired the same in place of the Borrower and the Existing Lender;

(iii)

the Facility Agent, the Security Agent, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves and in respect of the Transaction Security as they would have acquired and assumed had the New Lender been the Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Facility Agent, the Security Agent and the Existing Lender shall each be released from further obligations to each other under this Agreement; and

(iv)	the New Lender shall become a Party as a "Lender" and entitled to the benefits of any other Finance Document entered into by the Facility Agent and/or Security Agent on behalf of the Lenders.

(c)	For the purpose of any transfer pursuant to this Clause:

(i)	each of the Finance Parties (other than the Facility Agent) and the Borrower irrevocably appoints the Facility Agent as its attorney-in-fact with full power and authority on its behalf and in its name to execute any Transfer Certificate (appearing on its fact to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement);

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(ii)	each Lender hereby irrevocably appoints the Facility Agent as such Lender’s attorney-in-fact with full power and authority on its behalf and in its name to deliver any Transfer Certificate (to which it is a party) to the Borrower; and

(iii)	the Borrower hereby irrevocably appoints the Facility Agent as its attorney-in-fact with full power and authority on its behalf and in its name to take all actions as my be necessary in order to effect any transfer by any Lender in accordance with Clause 21 (Changes to the Parties).

(d)

The procedure set out in this Clause 21.3 shall not apply to any right or obligation under any Finance Document (other than this Agreement) if and to the extent its terms, or any laws or regulations applicable thereto, provide for or require a different means of transfer of such right or obligation or prohibit or restrict any transfer of such right or obligation, unless such prohibition or restriction shall not be applicable to the relevant transfer or each condition of any applicable restriction shall have been satisfied.

21.4	Copy of Transfer Certificate to Borrower

21.5	Existing consents and waivers

21.6	Exclusion of Facility Agent's liability

21.7	Transfers by the Borrower

22.	DISCLOSURE OF INFORMATION

(a)	any of its Affiliates;

(b)	its head office and any other branch;

(c)	any other Finance Party;

(d)	any of its professional advisers and any other person providing services to it (provided that such person is under a duty of confidentiality, contractual or otherwise, to such Finance Party);

(e)	the Borrower;

(f)	any person permitted by the Borrower;

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(g)	any person to the extent required for the purpose of any litigation, arbitration or regulatory proceedings or procedure;

(h)	any person to whom, and to the extent that, information is required to be disclosed by any applicable law or regulation; and

(i)	any other person:

(i)	to (or through) whom that Lender transfers (or may potentially transfer) all or any of its rights and obligations under this Agreement; or

(ii)	with (or through) whom that Lender enters into (or may potentially enter into) any sub-participation in relation to, or any other transaction under which payments are to be made by reference to, the Facility, this Agreement, the Borrower or any member of the Group.

23.	ROLE OF THE FACILITY AGENT

23.1	Appointment of the Facility Agent

(a)	Each of the other Finance Parties (other than the Security Agent) appoints the Facility Agent to act as its agent under and in connection with the Finance Documents.

(b)	Each of the other Finance Parties authorises the Facility Agent to exercise the rights, powers, authorities and discretions specifically given to the Facility Agent under or in connection with the Finance Documents together with any other incidental rights, powers, authorities and discretions.

23.2	Duties of the Facility Agent

(a)	The Facility Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Facility Agent for that Party by any other Party.

(b)	Except where a Finance Document specifically provides otherwise, the Facility Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.

(c)	If the Facility Agent receives notice from a Party referring to this Agreement, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the Lenders.

(d)	If the Facility Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Finance Party (other than to any Administrative Party) under this Agreement it shall promptly notify the other Lenders.

(e)	The Facility Agent's duties under the Finance Documents are solely mechanical and administrative in nature. The Facility Agent shall have no other duties save as expressly provided for in the Finance Documents.

(f)	The Facility Agent shall promptly forward to the Security Agent a copy of all notices issued pursuant to Clause 20.17 (Acceleration).

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23.3	No fiduciary duties

(a)	Nothing in this Agreement constitutes any Administrative Party as a trustee or fiduciary of any other person.

(b)	No Administrative Party shall be bound to account to any Lender for any sum or the profit element of any sum received by it for its own account.

23.4	Business with the Group

23.5	Rights and discretions of the Facility Agent

(a)	The Facility Agent may rely on:

(i)	any representation, notice or document believed by it to be genuine, correct and appropriately authorised and shall have no duty to verify any signature on any document; and

(ii)	any statement purportedly made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify.

(b)	The Facility Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that:

(i)	no Default has occurred (unless it has actual knowledge of a Default arising under Clause 20.1 (Non-payment)); and

(ii)	any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised.

(c)	The Facility Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts.

(d)	The Facility Agent may act in relation to the Finance Documents through its personnel and agents.

(e)	The Facility Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement.

(f)	Notwithstanding any other provision of any Finance Document to the contrary, no Administrative Party is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or a breach of a fiduciary duty or duty of confidentiality.

23.6	Majority Lenders' instructions

(a)

Unless a contrary indication appears in a Finance Document, the Facility Agent shall (i) exercise any right, power, authority or discretion vested in it as Facility Agent in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it as Facility Agent) and (ii) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with an instruction of the Majority Lenders.

(b)	Unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders will be binding on all the Finance Parties.

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(c)	The Facility Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders) or under paragraph (d) below until it has received such security as it may require for any cost, loss or liability (together with any associated Indirect Tax) which it may incur in complying with the instructions.

(d)	In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders) the Facility Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders.

(e)	The Facility Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender's consent) in any legal or arbitration proceedings relating to any Finance Document.

23.7	Exclusion of liability

(a)	Without limiting paragraph (b) below, the Facility Agent shall not be liable for any cost, loss or liability incurred by any Party as a consequence of:

(i)	the Facility Agent having taken or having omitted to take any action under or in connection with any Finance Document or the Transaction Security, unless directly caused by the Facility Agent's gross negligence or wilful misconduct; or

(ii)	any delay in the crediting to any account of an amount required under the Finance Documents to be paid by the Facility Agent, if the Facility Agent shall have taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by the Facility Agent for the purpose of such payment.

(b)	No Party (other than the Facility Agent) may take any proceedings against any officer, employee or agent of the Facility Agent in respect of any claim it might have against the Facility Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Finance Document and any officer, employee or agent of the Facility Agent may rely on this Clause.

23.8	Lenders' indemnity to the Facility Agent

23.9	Resignation of the Facility Agent

(a)	The Facility Agent may resign by giving notice to the other Finance Parties and the Borrower, in which case the Majority Lenders (after prior consent of the Borrower (not to be unreasonably withheld)) may appoint a successor Facility Agent from among the Lenders.

(b)	If the Majority Lenders have not appointed a successor Facility Agent in accordance with paragraph (a) above within 30 days after notice of resignation was given, the Facility Agent (after consultation with the Borrower) may appoint a successor Facility Agent (being a reputable bank or other financial institutions experienced in the type of transactions contemplated under this Agreement).

(c)	The retiring Facility Agent shall make available to the successor Facility Agent such documents and records and provide such assistance as the successor Facility Agent may reasonably request for the purposes of performing its functions as Facility Agent under the Finance Documents.

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(d)	The Facility Agent's resignation notice shall take effect only upon the appointment of a successor in accordance with this Clause 23.9.

(e)	Upon the appointment of a successor, the retiring Facility Agent shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of this Clause 23. Its successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.

(f)	The Facility Agent shall not be required to resign unless there is any gross negligence or wilful misconduct committed by the Facility Agent.

23.10	Confidentiality

(a)	In acting as agent for the Finance Parties, the Facility Agent shall be regarded as acting through its agency division which shall be treated as a separate legal person from any other of its branches, divisions or departments.

(b)	If information is received by another branch, division or department of the legal person which is the Facility Agent, it may be treated as confidential to that branch, division or department and the Facility Agent shall not be deemed to have notice of it.

23.11	Relationship with the Lenders

(a)	Subject to Clause 26.2 (Distributions by the Facility Agent), the Facility Agent may treat each Lender as a Lender, entitled to payments under this Agreement and acting through its Facility Office unless it has received not less than five (5) Business Days prior notice from that Lender to the contrary in accordance with the terms of this Agreement.

(b)	Each Secured Party shall supply the Facility Agent with any information that the Security Agent may reasonably specify (through the Facility Agent) as being necessary or desirable to enable the Security Agent to perform its functions as security agent. Each Lender shall deal with the Security Agent exclusively thorough the Facility Agent and shall not deal directly with the Security Agent.

23.12	Deduction from amounts payable by the Facility Agent

24.	ROLE OF SECURITY AGENT

24.1	Duties and responsibilities

24.2	Security Agent's Instructions

(a)	unless a contrary indication appears in a Finance Document, act in accordance with any instructions given to it by the Facility Agent and shall be entitled to assume that (i) any instructions received by it from the Facility Agent are duly given by or on behalf of the Majority

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(b)	be entitled to request instructions, or clarification of any direction, from the Facility Agent as to whether, and in what manner, it should exercise or refrain from exercising any rights, powers and discretions and the Security Agent may refrain from acting unless and until those instructions or clarification are received by it; and

(c)	be entitled to, carry out all dealings with the Lenders through the Facility Agent and may give to the Facility Agent any notice or other communication required to be given by the Security Agent to the Lenders.

24.3	Security Agent's Actions

(a)	the Security Agent may, in the absence of any instructions to the contrary, take such action in the exercise of any of its powers and duties under the Finance Documents which in its absolute discretion it considers to be for the protection and benefit of all the Secured Parties; and

(b)	at any time after receipt by the Security Agent of notice from the Facility Agent directing the Security Agent to exercise all or any of its rights, remedies, powers or discretions under any of the Finance Documents, the Security Agent may, and shall if so directed by the Facility Agent, take any action as in its sole discretion it thinks fit to enforce the Transaction Security.

24.4	Security Agent's Discretions

(a)	assume (unless it has received actual notice to the contrary in its capacity as Security Agent for the Secured Parties) that (i) no Default has occurred and no member of the Group is in breach of or default under its obligations under any of the Finance Documents; and (ii) any right, power, authority or discretion vested in any person has not been exercised;

(b)	if it receives any instructions or directions from the Facility Agent to take any action in relation to the Transaction Security, assume that all applicable conditions under the Finance Documents for taking that action have been satisfied;

(c)	engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts (whether obtained by the Security Agent or by any other Secured Party) whose advice or services may at any time seem necessary, expedient or desirable;

(d)	rely upon any communication or document believed by it to be genuine and, as to any matters of fact which might reasonably be expected to be within the knowledge of a Secured Party or the Borrower, upon a certificate signed by or on behalf of that person; and

(e)

refrain from acting in accordance with the instructions of the Facility Agent or Lenders (including bringing any legal action or proceeding arising out of or in connection with the Finance Documents) until it has received any indemnification and/or security that it may in its absolute discretion require (whether by way of payment in advance or otherwise) for all costs, losses and liabilities which it may incur in bringing such action or proceedings.

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24.5	Security Agent's Obligations

(a)	the contents of any notice or document received by it in its capacity as Security Agent from the Borrower under any Finance Document; and

(b)	the occurrence of any Default or any default by the Borrower in the due performance of or compliance with its obligations under any Finance Document of which the Security Agent has received notice from any other party to this Agreement.

24.6	Excluded Obligations

(a)	be bound to enquire as to (i) whether or not any Default has occurred or (ii) the performance, default or any breach by the Borrower of its obligations under any of the Finance Documents;

(b)	be bound to account to any other Secured Party for any sum or the profit element of any sum received by it for its own account;

(c)	be bound to disclose to any other person (including but not limited to any Secured Party) (i) any confidential information or (ii) any other information if disclosure would, or might in its reasonable opinion, constitute a breach of any law or be a breach of fiduciary duty;

(d)	be under any obligations other than those which are specifically provided for in the Finance Documents; or

(e)	have or be deemed to have any duty, obligation or responsibility to, or relationship of trust or agency with, the Borrower.

24.7	Exclusion of Security Agent's liability

(a)	the adequacy, accuracy and/or completeness of any information (whether oral or written) supplied by the Security Agent or any other person in or in connection with any Finance Document or the transactions contemplated in the Finance Documents;

(b)	the legality, validity, effectiveness, adequacy or enforceability of any Finance Document or the Transaction Security or any other agreement, arrangement or document entered into, made or executed in anticipation of or in connection with any Finance Document or the Transaction Security;

(c)	any losses to any person or any liability arising as a result of taking or refraining from taking any action in relation to any of the Finance Documents or the Transaction Security or otherwise, whether in accordance with an instruction from the Facility Agent or otherwise, unless directly caused by its gross negligence or wilful misconduct;

(d)	the exercise of, or the failure to exercise, any judgement, discretion or power given to it by or in connection with any of the Finance Documents, the Transaction Security or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, the Finance Documents or the Transaction Security; or

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(e)	any shortfall which arises on the enforcement of the Transaction Security.

24.8	No proceedings

24.9	Own responsibility

(a)	the financial condition, creditworthiness, condition, affairs, status and nature of each member of the Group;

(b)	the legality, validity, effectiveness, adequacy and enforceability of any Finance Document and the Transaction Security and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document or the Transaction Security;

(c)

whether that Secured Party has recourse, and the nature and extent of that recourse, against any Party or any other person or any of their respective assets under or in connection with any Finance Document, the Transaction Security, the transactions contemplated by the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document or the Transaction Security;

(d)	the adequacy, accuracy and/or completeness of any information provided by the Security Agent or by any other person under or in connection with any Finance Document, the transactions contemplated by the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document; and

(e)	the right or title of any person in or to, or the value or sufficiency of any part of the Charged Property, the priority of any of the Transaction Security or the existence of any Security affecting the Charged Property,

24.10	No responsibility to perfect Transaction Security

(a)	require the deposit with it of any deed or document certifying, representing or constituting the title of the Borrower to any of the Charged Property;

(b)	obtain any licence, consent or other authority for the execution, delivery, legality, validity,

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(c)	register, file or record or otherwise protect any of the Transaction Security (or the priority of any of the Transaction Security) under any applicable laws in any jurisdiction or to give notice to any person of the execution of any of the Finance Documents or of the Transaction Security;

(d)	take, or to require any of member of the Group to take, any steps to perfect its title to any of the Charged Property or to render the Transaction Security effective or to secure the creation of any ancillary Security under the laws of any jurisdiction; or

(e)	require any further assurances in relation to any of the Security Documents.

24.11	Insurance by Security Agent

(a)	The Security Agent shall not be under any obligation to insure any of the Charged Property, to require any other person to maintain any insurance or to verify any obligation to arrange or maintain insurance contained in the Finance Documents. The Security Agent shall not be responsible for any loss which may be suffered by any person as a result of the lack of or inadequacy of any such insurance.

(b)

Where the Security Agent is named on any insurance policy as an insured party, it shall not be responsible for any loss which may be suffered by reason of, directly or indirectly, its failure to notify the insurers of any material fact relating to the risk assumed by the insurers or any other information of any kind, unless any Secured Party has requested it to do so in writing and the Security Agent has failed to do so within fourteen (14) days after receipt of that request.

24.12	Acceptance of Title

24.13	Refrain from Illegality

24.14	Business with the Group

24.15	Release

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24.16	Lender indemnity to the Security Agent

24.17	Resignation of Security Agent

(a)	The Security Agent may resign by giving notice to the other Parties (or to the Facility Agent on behalf of the Lenders) in which case the Majority Lenders may appoint a successor Security Agent.

(b)	If the Majority Lenders have not appointed a successor Security Agent in accordance with paragraph (a) above within 30 days after the notice of resignation was given, the Security Agent (after consultation with the Facility Agent) may appoint a successor Security Agent.

(c)	The retiring Security Agent shall, at its own cost, make available to the successor Security Agent such documents and records and provide such assistance as the successor Security Agent may reasonably request for the purposes of performing its functions as Security Agent under the Finance Documents.

(d)	The Security Agent's resignation notice shall only take effect upon (i) the appointment of a successor and (ii) the transfer of all of the Transaction Security to that successor.

(e)

Upon the appointment of a successor, the retiring Security Agent shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of Clauses 23‎ (Role of the Administrative Parties) and 24 (Role of Security Agent). Its successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.

24.18	Delegation

(a)	The Security Agent may, at any time, delegate by power of attorney or otherwise to any person for any period, all or any of the rights, powers and discretions vested in it by any of the Finance Documents.

(b)	The delegation may be made upon any terms and conditions (including the power to sub-delegate) and subject to any restrictions that the Security Agent may think fit in the interests of the Secured Parties and it shall not be bound to supervise, or be in any way responsible for any loss incurred by reason of any misconduct or default on the part of any delegate or sub-delegate.

24.19	Security Documents

(a)	Each Secured Party irrevocably authorises the Security Agent to execute any Security Document to which it is expressed to be a party on its behalf.

(b)	In relation to any Transaction Security, to the extent the Security Agent can hold such Transaction Security interest, on trust or otherwise, on behalf of and in favour of the Secured Parties under the governing law of such Transaction Security, each Secured Party authorises the Security Agent to

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25.	SHARING AMONG THE FINANCE PARTIES

25.1	Payments to Finance Parties

(a)	the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery, to the Facility Agent;

(b)

the Facility Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Facility Agent and distributed in accordance with Clause 26 (Payment mechanics), without taking account of any Tax which would be imposed on the Facility Agent in relation to the receipt, recovery or distribution; and

(c)	the Recovering Finance Party shall, within (3) three Business Days of demand by the Facility Agent, pay to the Facility Agent an amount (the "Sharing Payment") equal to such receipt or recovery less any amount which the Facility Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 26.5 (Partial payments).

25.2	Redistribution of payments

25.3	Recovering Finance Party's rights

(a)	On a distribution by the Facility Agent under Clause 25.2 (Redistribution of payments) of a payment received by a Recovering Finance Party from the Borrower, as between the Borrower and the Recovering Finance Party, an amount of the Recovered Amount equal to the Sharing Payment will be treated as not having been paid by the Borrower.

(b)	If and to the extent that the Recovering Finance Party is not able to rely on its rights under paragraph (a) above, the Borrower shall be liable to the Recovering Finance Party for a debt equal to the Sharing Payment which is immediately due and payable.

25.4	Reversal of redistribution

(a)

each Sharing Finance Party shall, upon request of the Facility Agent, pay to the Facility Agent for the account of that Recovering Finance Party an amount equal to the appropriate part of its share of the Sharing Payment (together with an amount as is necessary to reimburse that Recovering Finance Party for its proportion of any interest on the Sharing Payment which that Recovering Finance Party is required to pay) (the "Redistributed Amount"); and

(b)	as between the Borrower and each relevant Sharing Finance Party, an amount equal to the

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25.5	Exceptions

(a)	This Clause 25 shall not apply to the extent that the Recovering Finance Party would not, after making any payment pursuant to this Clause, have a valid and enforceable claim against the Borrower.

(b)	A Recovering Finance Party is not obliged to share with any other Finance Party any amount which the Recovering Finance Party has received or recovered as a result of taking legal or arbitration proceedings, if:

(i)	it notified that other Finance Party of the legal or arbitration proceedings; and

(ii)	that other Finance Party had an opportunity to participate in those legal or arbitration proceedings but did not do so as soon as reasonably practicable having received notice and did not take separate legal or arbitration proceedings.

26.	PAYMENT MECHANICS

26.1	Payments to the Facility Agent

(a)

On each date on which the Borrower or a Lender is required to make a payment under a Finance Document, the Borrower or Lender shall make the same available to the Facility Agent (unless a contrary indication appears in a Finance Document) for value on the due date at the time and in such funds specified by the Facility Agent as being customary at the time for settlement of transactions in the relevant currency in the place of payment.

(b)	Payment shall be made to such account in the principal financial centre of the country of that currency with such bank as the Facility Agent specifies.

26.2	Distributions by the Facility Agent

(a)

Each payment received by the Facility Agent under the Finance Documents for another Party shall, subject to Clause 26.3 (Distributions to the Borrower) and Clause 26.4 (Clawback) be made available by the Facility Agent as soon as practicable after receipt to the Party entitled to receive payment in accordance with this Agreement (in the case of a Lender, for the account of its Facility Office), to such account as that Party may notify to the Facility Agent by not less than five (5) Business Days' notice with a bank in the principal financial centre of the country of that currency.

(b)

The Facility Agent shall distribute payments received by it in relation to all or any part of a Loan to the Lender indicated in the records of the Facility Agent as being so entitled on that date provided that the Facility Agent is authorised to distribute payments to be made on the date on which any transfer becomes effective pursuant to Clause 21 (Changes to the Parties) to the Lender so entitled immediately before such transfer took place regardless of the period to which such sums relate.

26.3	Distributions to the Borrower

26.4	Clawback

(a)	Where a sum is to be paid to the Facility Agent under the Finance Documents for another Party, the Facility Agent is not obliged to pay that sum to that other Party (or to enter into or perform any related exchange contract) until it has been able to establish to its satisfaction that it has actually received

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(b)

If the Facility Agent pays an amount to another Party and it proves to be the case that the Facility Agent had not actually received that amount, then the Party to whom that amount (or the proceeds of any related exchange contract) was paid by the Facility Agent shall on demand refund the same to the Facility Agent together with interest on that amount from the date of payment to the date of receipt by the Facility Agent, calculated by the Facility Agent to reflect its cost of funds.

26.5	Partial payments

(a)	If the Facility Agent receives a payment that is insufficient to discharge all the amounts then due and payable by the Borrower under the Finance Documents, the Facility Agent shall apply that payment towards the obligations of the Borrower under the Finance Documents in the following order:

(i)	first, in or towards payment pro rata of any unpaid fees, costs and expenses of any Administrative Party under the Finance Documents;

(ii)	secondly, in or towards payment pro rata of any accrued interest, fee (other than as provided in (i) above) or commission due but unpaid under this Agreement;

(iii)	thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and

(iv)	fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents.

(b)	The Facility Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(ii) to (iv) above.

(c)	Paragraphs (a) and (b) above will override any appropriation made by the Borrower.

26.6	No set-off by the Borrower

26.7	Business Days

(a)	Any payment which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).

(b)	During any extension of the due date for payment of any principal or Unpaid Sum under paragraph (a) above, interest is payable on the principal or Unpaid Sum at the rate payable on the original due date.

26.8	Currency of account

(a)	Subject to paragraphs (b) and (c) below, KRW is the currency of account and payment for any sum due from the Borrower under any Finance Document.

(b)	Each payment in respect of costs, expenses or Taxes shall be made in the currency in which the costs, expenses or Taxes are incurred.

(c)	Any amount expressed to be payable in a currency other than KRW shall be paid in that other currency.

27.	SET-OFF

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28.	APPLICATION OF PROCEEDS

28.1	Order of Application

(a)	in discharging any sums owing to the Security Agent;

(b)	in payment to the Facility Agent, on behalf of the Secured Parties, for application towards the discharge of all sums due and payable by the Borrower under any of the Finance Documents in accordance with Clause ‎26.5 (Partial Payments);

(c)	if Borrower is not under any further actual or contingent liability under any Finance Document, in payment to any person to whom the Security Agent is obliged to pay in priority to the Borrower; and

(d)	the balance, if any, in payment to the Borrower.

28.2	Investment of Proceeds

28.3	Currency Conversion

(a)	For the purpose of or pending the discharge of any of the Secured Obligations the Security Agent may convert any moneys received or recovered by the Security Agent from one currency to another, at the spot rate at which the Security Agent is able to purchase the currency in which the Secured Obligations are due with the amount received.

(b)	The obligations of the Borrower to pay in the due currency shall only be satisfied to the extent of the amount of the due currency purchased after deducting the costs of conversion.

28.4	Permitted Deductions

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28.5	Discharge of Secured Obligations

(a)	Any payment to be made in respect of the Secured Obligations by the Security Agent may be made to the Facility Agent on behalf of the Lenders and that payment shall be a good discharge to the extent of that payment, to the Security Agent.

(b)	The Security Agent is under no obligation to make payment to the Facility Agent in the same currency as that in which any Unpaid Sum is denominated.

28.6	Sums received by the Borrower

29.	NOTICES

29.1	Communications in writing

29.2	Addresses

29.3	Delivery

(a)	Any communication or document made or delivered by one person to another under or in connection with the Finance Documents will be effective:

(i)	if by hand or courier, when signed for by or on behalf of the relevant recipient;

(ii)	if by way of fax, only when received in legible form; or

(iii)	if by way of letter, only when it has been left at the relevant address or five (5) Business Days after being deposited in the post postage prepaid in an envelope addressed to it at that address;

(b)

Any communication or document to be made or delivered to the Facility Agent or to the Security Agent will be effective only when actually received by the Facility Agent or to the Security Agent and then only if it is expressly marked for the attention of the department or officer identified with the Facility Agent's or the Security Agent’s signature below (or any substitute department or officer as the Facility Agent shall specify for this purpose).

(c)	All notices from or to the Borrower shall be sent through the Facility Agent.

(d)	All notices to a Lender from the Security Agent shall be sent through the Facility Agent.

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29.4	Electronic communication

(a)	Any communication to be made between the Parties under or in connection with the Finance Documents may be made by electronic mail or other electronic means, if the relevant Party:

(i)	agree that, unless and until notified to the contrary, this is to be an accepted form of communication;

(ii)	notify each other in writing of their electronic mail address and/or any other information required to enable the sending and receipt of information by that means; and

(iii)	notify each other of any change to their address or any other such information supplied by them.

(b)	Any electronic communication made between the Parties will be effective only when actually received in readable form and confirmation of receipt has been received by the sender.

29.5	English language

(a)	Any notice given under or in connection with any Finance Document must be in English or Korean.

(b)	All other documents provided under or in connection with any Finance Document must be:

(i)	in English or Korean; or

(ii)	if not in English or Korean, and if so required by the Facility Agent, accompanied by a certified English translation and, in this case, the English translation will prevail unless the document is a constitutional, statutory or other official document.

30.	CALCULATIONS AND CERTIFICATES

30.1	Accounts

30.2	Certificates and determinations

30.3	Day count convention

31.	PARTIAL INVALIDITY

32.	REMEDIES AND WAIVERS

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33.	AMENDMENTS AND WAIVERS

33.1	Required consents

(a)	Subject to Clause 33.2 (Exceptions) any term of the Finance Documents may be amended or waived only with the consent of the Majority Lenders and the Borrower and any such amendment or waiver will be binding on all Parties.

(b)	The Facility Agent, or in respect of the Security Documents, the Security Agent may effect, on behalf of any Finance Party, any amendment or waiver permitted by this Clause 33.

33.2	Exceptions

(a)	An amendment or waiver that has the effect of changing or which relates to:

(i)	the definition of "Majority Lenders" in Clause 1.1 (Definitions);

(ii)	an extension to the date of payment of any amount under the Finance Documents;

(iii)	a reduction in the Margin or a reduction in the amount of any payment of principal, interest, fees or commission payable;

(iv)	an increase in the amount of any Commitment;

(v)	an extension of the period of availability for utilisation of any Commitment;

(vi)	any provision which expressly requires the consent of all the Lenders;

(vii)	Clause 2.2 (Finance Parties’ Rights and Obligations), Clause 21 (Changes to the Parties) or this Clause 33;

(viii)	the nature or scope of the Charged Property or the manner in which the proceeds of enforcement of the Transaction Security are distributed; or

(ix)	the release of any Transaction Security unless permitted under this Agreement,

(b)	An amendment or waiver which relates to the rights or obligations of any Administrative Party may not be effected without the consent of such Administrative Party.

34.	COUNTERPARTS

35.	GOVERNING LAW

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1.	Borrower

(a)	A copy of the articles of incorporation and commercial registry extract of the Borrower.

(b)	A copy of the resolution of the board of directors of the Borrower approving the Acquisition and the terms of, and transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute the Finance Documents to which it is a party.

(c)	A copy of the resolution of the shareholders of the Borrower approving the Acquisition and the terms of, and transactions contemplated by, the Finance Documents to which it is a party.

(d)	Power of attorney executed by the representative director of the Borrower:

(i)	authorising a specified person or persons to execute the Finance Documents to which it is a party on the Borrower’s behalf; and

(ii)	authorising a specified person or persons, on the Borrower’s behalf to sign and/or despatch all documents and notices (including, if relevant the Utilisation Request) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party.

(e)	Seal impression certificate of the representative director of the Borrower and specimen signature of each person authorised by any power of attorney referred to in paragraph 1(d) above in respect of the Finance Documents.

(f)	A certificate of the representative director of the Borrower certifying that:

(i)	each copy document relating to it specified in paragraphs 1(a) to (e) and 4 of this Schedule 1 is true, correct and complete and, in the case of the resolution specified in paragraph 1(b) above, in full force and effect as at a date no earlier than the date of this Agreement;

(ii)	the Borrower is solvent on the date of the certificate; and

(iii)	the representations set out in Clause 17 (Representations) are true in all material respects.

2.	Sponsor

(a)	A copy of the certificate of formation of the Sponsor.

(b)	A copy of the resolution of the sole member of the Sponsor approving the Acquisition and the terms of, and transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute the Finance Documents to which it is a party.

(c)	Power of attorney executed by the officer of the Sponsor (if necessary):

(i)	authorising a specified person or persons to execute the Finance Documents to which it is a party on the Sponsor’s behalf; and

(ii)	authorising a specified person or persons, on the Sponsor’s behalf to sign and/or despatch all documents and notices to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party.

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(d)	Specimen signature of each person authorised by any power of attorney referred to in paragraph 1(d) above in respect of the Finance Documents.

(e)	A certificate of the officer of the Sponsor certifying that:

(i)	each copy document relating to it specified in paragraphs 2(a) to (d) of this Schedule 1 is true, correct and complete and, in the case of the resolution specified in paragraph 2(b) above, in full force and effect as at a date no earlier than the date of this Agreement;

(ii)	the Sponsor is solvent on the date of the certificate; and

(iii)	the representations set out in the Security Documents to which it is a party are true in all material respects.

3.	Fee Letter

4.	Security Documents

5.	Financial Information

6.	Legal opinions

(a)	A legal opinion from Lee & Ko, legal advisers to the Finance Parties as to Korean law in form and substance reasonably satisfactory to the Facility Agent.

(b)	A legal opinion from Yulchon, legal advisers to the Borrower as to Korean law in form and substance reasonably satisfactory to the Facility Agent.

(c)	With respect to the Security Documents to which the Sponsor is a party, a legal opinion from Pottery Anderson Corroon LLP, Delaware legal advisers to the Finance Parties in form and substance reasonably satisfactory to the Facility Agent.

7.	Other documents and evidence

(a)	A copy of any other Authorisation or other document, opinion or assurance which the Facility Agent considers to be necessary or desirable (if it has notified the Borrower accordingly) in connection with the entry into and performance of the transactions contemplated by any Finance Document or for the validity and enforceability of any Finance Document.

(b)	Evidence that the fees, costs and expenses then due from the Borrower pursuant to Clause 11 (Fees) and Clause 16 (Costs and expenses) have been paid or will be paid as provided in the Finance Documents (including the Fee Letters).

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1.	We refer to the Facility Agreement. This is the Utilisation Request. Terms defined in the Facility Agreement shall have the same meaning in this Utilisation Request.

2.	We wish to borrow a Loan on the following terms:

3.	We confirm that each condition specified in Clause 4.2 (Further conditions precedent) is satisfied on the date of this Utilisation Request.

4.	[In case of the initial Utilisation,] We confirm that the fees, costs and expenses then due from the Borrower pursuant to Clause 11 (Fees) and Clause 16 (Costs and expenses) will be paid as provided in the Finance Documents (including the Fee Letters).

5.	The proceeds of the Loan should be credited to [account].

6.	This Utilisation Request is irrevocable.

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From:	[the Existing Lender] (the "Existing Lender") and

1.	We refer to Clause 21.3 (Procedure for transfer) of the Facility Agreement. This is a Transfer Certificate. Terms used in the Facility Agreement shall have the same meaning in this Transfer Certificate.

2.	The Existing Lender and the New Lender agree to the Existing Lender transferring to the New Lender accordance with Clause 21.3 (Procedure for transfer) all or part of the Existing Lender's Commitment specified in the Schedule and/or all or part of the Existing Lender's participation(s) in the Loan specified in the Schedule, in each case together with related rights and obligations.

3.	The proposed Transfer Date is [         ].

4.	The Facility Office and address, fax number and attention particulars for notices of the New Lender for the purposes of Clause 29.2 (Addresses) are set out in the Schedule.

5.	The New Lender expressly acknowledges:

(a)	the limitations on the Existing Lender's obligations set out in paragraphs (a) and (c) of Clause 21.2 (Limitation of responsibility of Existing Lenders); and

(b)	that it is the responsibility of the New Lender to ascertain whether any document is required or any formality or other condition requires to be satisfied to effect or perfect the transfer contemplated by this Transfer Certificate or otherwise to enable the New Lender to enjoy the full benefit of each Finance Document.

6.	The New Lender confirms that it is a "New Lender" within the meaning of Clause 21.1 (Transfers by the Lenders).

7.	This Transfer Certificate may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Transfer Certificate.

8.	This Transfer Certificate is governed by Korean law.

9.	This Transfer Certificate has been entered into on the date stated at the beginning of this Transfer Certificate.

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1.	I have reviewed this Quarterly Report on Form 10-Q of Visteon Corporation;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

1.	I have reviewed this Quarterly Report on Form 10-Q of Visteon Corporation;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the registrant and have:

a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.