EXHIBIT B-2
EXHIBIT A
FORM OF REGISTERED SECURITY
[Form of Face of Security]
[If the Security is a permanent global Security, insert a legend relating to
limitations on the transferability of such permanent global Security in such
form as may be required by the U.S. Depositary.]
[INSERT ANY LEGEND(S) REQUIRED BY THE INTERNAL REVENUE CODE]
THE REPUBLIC OF KOREA
[Title of Series of Securities]
No. R-_____________ [Denomination]
THE REPUBLIC OF KOREA (herein called the "Issuer"), for value received,
hereby promises to pay to _________________________ or registered assigns, the
principal sum of ___________ U.S. Dollars (U.S.$________) on _________ [If the
Security is to bear interest prior to maturity, insert--, and to pay interest
thereon from _________________ or from the most recent Interest Payment Date to
which interest has been paid or duly provided for, [annually] [semi-annually] in
arrears on ___________ [and _____________] in each year, commencing
_____________ (each an "Interest Payment Date"), at the rate [of ___% per annum]
[to be determined in accordance with the provisions hereinafter set forth],
until the principal hereof is paid or made available for payment. The interest
so payable, and punctually paid or duly provided for, on any Interest Payment
Date will, as provided in the Fiscal Agency Agreement hereinafter referred to,
be paid to the person (the "registered Holder") in whose name this Security (or
one or more predecessor Securities) is registered in the register of such
Securities maintained pursuant to the Fiscal Agency Agreement at the close of
business on the _____________ [or ______________] (whether or not a business
day) [, as the case may be] (each a "Regular Record Date") [,] next preceding
such Interest Payment Date; provided, however, that the first payment of
interest on any Security originally issued on a date between a Regular Record
Date and an Interest Payment Date or on an Interest Payment Date will be made on
the Interest Payment Date following the next succeeding Regular Record Date to
the registered Holder on such next succeeding Regular Record Date. Any such
interest not so punctually paid or duly provided for will forthwith cease to be
payable to the registered Holder on such Regular Record Date and may either be
paid to the person in whose name this Security (or one or more predecessor
Securities) is registered at the close of business on a special record date for
the payment of such interest to be fixed by the Issuer, notice whereof shall be
given to registered Holders of Securities of this series not less than 10 days
prior to such special record date, or be paid at any time in any other lawful
manner (not inconsistent with the requirements of any securities exchange on
which the Securities of this series may be listed, and upon such notice as may
be required by such exchange).]
This Security is a Foreign Exchange Stabilization Fund Bond issued
pursuant to the Foreign Exchange Transaction Act of Korea.
[Insert floating interest rate provisions, if applicable.]
[If the Security is not to bear interest prior to maturity,
insert--(the "Stated Maturity"). The principal of this Security shall not bear
interest except in the case of a default in payment of principal upon
acceleration, upon redemption or at Stated Maturity.]
Principal of (and premium, if any, on) [and interest payable at
maturity or upon earlier redemption or repayment in respect of] this Security
shall be payable in immediately available funds against surrender hereof at the
corporate trust office of the Fiscal Agent hereinafter referred to and at the
offices of such other Paying Agents as the Issuer shall have appointed pursuant
to the Fiscal Agency Agreement. Payments of principal of (and premium, if any,
on) [and interest on] this Security shall be made in immediately available funds
in accordance with the foregoing and subject to applicable laws and regulations,
by [(if a registered Holder [of greater than _______________ in aggregate
principal amount of Securities of this Series, so elects) transfer to an account
denominated in U.S. dollars which is maintained by the payee with [any] [a] bank
[located in ____________]. Each [such] registered Holder electing to obtain any
of such payments by such transfer must give notice of such account to the Fiscal
Agent not less than [15] days prior to the date of the payment to be obtained.
If a registered Holder fails to give said notice prior to the time limit
specified above, or does not so elect, payments of principal (and premium, if
any) shall be made against surrender of this Security [if applicable, insert--,
and payments of interest shall be made,] by] check mailed [on or before the due
date for such payment] to the person entitled thereto at such person's address
appearing on the aforementioned register or[, in the case of payments of
principal (and premium, if any)] to such other address as the registered Holder
may specify upon such surrender [, unless the Fiscal Agent at its discretion
accepts such notice given after the time limit specified above, in which case a
transfer may be made as described above]. [If applicable, insert payment
provisions for Securities denominated in a currency other than U.S. dollars].
The Issuer covenants that until this Security has been delivered to the Fiscal
Agent for cancellation, or monies sufficient to pay the principal of (and
premium, if any, on) [and interest on] this Security have been made available
for payment and either paid or returned to the Issuer as provided herein or in
the Fiscal Agency Agreement, it will at all times maintain offices or agencies
in the Borough of Manhattan, The City of New York [and in Europe [(which, so
long as the Securities are listed on [The London Stock Exchange Limited -- the
Luxembourg Stock Exchange] and such Exchange shall so require, shall include an
office or agency in [London -- Luxembourg])] [and Hong Kong (so long as the
Securities are listed on The Stock Exchange of Hong Kong Limited and such
Exchange shall so require)] for the payment of the principal of (and premium, if
any, on) [and interest on] the Securities as herein provided.
Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by
the Fiscal Agent by manual signature, this Security shall not be valid or
obligatory for any purpose.
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IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly
executed.
Dated:
THE REPUBLIC OF KOREA
By ____________________________
Name:
Title:
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred
to in the within-mentioned Fiscal Agency Agreement.
Date of Authentication:
THE BANK OF NEW YORK,
as Fiscal Agent
By __________________________
Authorized Signatory
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Terms and Conditions of Security
This Security is one of a duly authorized issue of securities of the
Issuer (herein called the "Securities") issued and to be issued in one or more
series in accordance with a Fiscal Agency Agreement, dated as of April 17, 1998,
as amended (herein called the "Fiscal Agency Agreement"), between the Issuer and
The Bank of New York, as Fiscal Agent (herein called the "Fiscal Agent", which
term includes any successor fiscal agent under the Fiscal Agency Agreement),
copies of which Fiscal Agency Agreement are on file and available for inspection
at the corporate trust office of the Fiscal Agent in the Borough of Manhattan,
The City of New York [and, so long as the Securities of this series are listed
on [The London Stock Exchange Limited -- the Luxembourg Stock Exchange -- The
Stock Exchange of Hong Kong Limited] and such Exchange shall so require, at the
office of the Paying Agent hereinafter named in [London -- Luxembourg -- Hong
Kong]]. This Security is one of the Securities of the series designated on the
face hereof[, limited in aggregate principal amount to U.S.$_______________,
subject to increase as provided below]. The holder of this Security will be
entitled to the benefits of the provisions of the Fiscal Agency Agreement. The
Fiscal Agency Agreement may be amended from time to time in accordance with the
terms thereof. [Interest on this Security will be computed on the basis of
[insert basis of computation of interest].]
The Securities are the direct, unconditional, unsecured and
unsubordinated general External Indebtedness (as defined herein) of the Issuer
and will rank pari passu among themselves, without any preference one over the
other by reason of priority of date of issue or currency of payment or
otherwise, and at least equally with all its present and future unsecured and
unsubordinated External Indebtedness.
The Securities of this series are issuable [only] in [bearer form (the
"Bearer Securities") with coupons (the "Coupons") at the time of issue attached
thereto for the amount due on each Interest Payment Date and in] fully
registered form [(the "Registered Securities"), both of which rank pari passu
without any discrimination, preference or priority among them whatsoever]. The
[Registered] Securities are issuable in [the] authorized denomination[s] of
U.S.$_____________ [and [any integral multiple thereof] [integral multiples of
U.S.$___________ above that amount]].
The Issuer shall maintain in the Borough of Manhattan, The City of New
York, an office or agency where Securities may be surrendered for registration
of transfer or exchange. The Issuer has initially appointed the corporate trust
office of the Fiscal Agent as its agent in the Borough of Manhattan, The City of
New York, for such purpose and has agreed to cause to be kept at such office a
register in which, subject to such reasonable regulations as it may prescribe,
the Issuer will provide for the registration of [Registered] Securities and of
transfers of [Registered] Securities. [In addition, the Issuer has appointed the
main offices of _____________ in _______________ and ______________ in
______________ as additional agencies (each a "Transfer Agent") where Securities
may be surrendered for registration of transfer or exchange.] The Issuer
reserves the right to vary or terminate the appointment of the Fiscal Agent as
security registrar or transfer agent or to appoint additional or other
registrars or transfer agents or to approve any change in the office through
which any security registrar or any transfer agent acts, provided that there
will at all times be a security registrar in the Borough of Manhattan, The City
of New York[, and a Transfer Agent in a European city].
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The transfer of a [Registered] Security is registrable on the
aforementioned register upon surrender of such Security at the corporate trust
office of the Fiscal Agent duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Issuer and the Fiscal Agent
duly executed by, the registered Holder thereof or his attorney duly authorized
in writing. Upon such surrender of this Security for registration of transfer,
the Issuer shall execute, and the Fiscal Agent shall authenticate and deliver,
in the name of the designated transferee or transferees, one or more new
[Registered] Securities, dated the date of authentication thereof, of any
authorized denominations and of a like aggregate principal amount.
At the option of the registered Holder upon request confirmed in
writing, [Registered] Securities may be exchanged for [Registered] Securities of
any authorized denominations and of a like aggregate principal amount, upon
surrender of the Securities to be exchanged at the [office of any Transfer Agent
or at the] corporate trust office of the Fiscal Agent. Any registration of
exchange will be effected upon [a Transfer Agent or] the Fiscal Agent[, as the
case may be,] being satisfied with the documents of title and identity of the
person making the request and subject to such reasonable regulations as the
Issuer may from time to time agree with [the Transfer Agents, if any, and] the
Fiscal Agent. [Registered Securities may not be surrendered in exchange for
Bearer Securities.] Whenever any [Registered] Securities are so surrendered for
exchange, the Issuer shall execute, and the Fiscal Agent shall authenticate and
deliver, the [Registered] Securities which the registered Holder making the
exchange is entitled to receive. The new Security issued upon such exchange
shall be so dated that neither gain nor loss of interest shall result from such
exchange. [If the Security is a permanent global Security, insert--
Notwithstanding the foregoing, the exchange of this Security is subject to
certain limitations set forth in the Fiscal Agency Agreement.]
[In the event of a redemption of the Securities of this series in part,
the Issuer shall not be required (i) to register the transfer of or exchange any
Security during a period beginning at the opening of business 15 days before,
and continuing until, the date notice is given identifying the Securities to be
redeemed, or (ii) to register the transfer of or exchange any [Registered]
Security, or portion thereof, called for redemption[, or (iii) to exchange any
Bearer Security called for redemption, except for a Registered Security of like
aggregate principal amount which is simultaneously surrendered for redemption].]
All Securities issued upon any registration of transfer or exchange of
Securities shall be the valid obligation of the Issuer evidencing the same
indebtedness and entitled to the same benefits this Security has at the time of
such registration of transfer or exchange.
No service charge shall be made for any registration of transfer or
exchange, but the Issuer may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith, other than an
exchange in connection with a partial redemption of a Security not involving any
registration of a transfer.
Prior to due presentment of this Security for registration of transfer,
the Issuer, the Fiscal Agent and any agent of the Issuer or the Fiscal Agent may
treat the person in whose name this Security is registered as the owner hereof
for all purposes, whether or not this Security is
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overdue, and neither the Issuer nor the Fiscal Agent nor any such agent shall be
affected by notice to the contrary.
In any case where the due date for the payment of the principal of (and
premium, if any, on) [or interest on] any Security[, or the date fixed for
redemption of any Security,] shall be, at any place from which any check in
respect thereof is to be mailed or where such Security is to be surrendered for
payment [or, in the case of payments by transfer, where such transfer is to be
made], a day on which banking institutions [If the Securities are denominated in
U.S. dollars, insert--in The City of New York] [If the Securities are
denominated in a currency other than U.S. dollars, insert--in [name of financial
center of the country in whose currency the securities are denominated]] [If the
Securities are denominated in European currency units ("ECUs"), insert--in
London and Luxembourg] are authorized or obligated by law to close [If the
Securities are denominated in a currency other than U.S. dollars, insert--or a
day on which banking institutions in [name of non-U.S. financial center] are not
carrying out transactions in [name of non-U.S. currency]], then such payment
need not be made on such date at such place but may be made on the next
succeeding day at such place which is not a day on which banking institutions
are authorized or obligated by law to close, with the same force and effect as
if made on the date for such payment [or the date fixed for redemption], and no
interest shall be payable in respect of any such delay. [If LIBOR Notes are
issued, insert--; provided, however, that with respect to LIBOR Notes, if the
due date for any such payment is not a day on which dealings in deposits in U.S.
dollars are transacted in the London interbank market (a "London Banking Day"),
and the next succeeding London Banking Day falls in the next succeeding calendar
month, then such payment shall be made on the immediately preceding day which is
a London Banking Day.]
The Issuer shall provide to the Fiscal Agent at its principal office in
the Borough of Manhattan, The City of New York, on or prior to 10:00 A.M., New
York time, on each date on which a payment on or in respect of the Securities of
this series shall become due, monies in such amounts which (together with any
amounts then held by the Fiscal Agent and available for the purpose) are
sufficient to make such payment. Any monies provided by the Issuer to the Fiscal
Agent for the payment on or in respect of the Securities of this series and
remaining unclaimed at the end of two years after such payment shall have become
due shall then be returned to the Issuer, and upon the return of such monies all
liabilities of the Fiscal Agent with respect thereto shall cease, without,
however, limiting in any way any obligation the Issuer may have to pay the
principal of (or premium, if any, on) [or interest on] this Security as the same
shall become due.
Notwithstanding the foregoing, the Securities of this series will
become void unless presented by the holders to the Fiscal Agent for payment
within a period of five years in the case of principal, and two years in the
case of interest, from the respective due dates for payment in respect of such
Securities.
So long as any of the Securities of this series remain outstanding, the
Issuer will not create or permit to subsist any mortgage, deed of trust, charge,
pledge, lien or other encumbrance or preferential arrangement which has the
practical effect of constituting a security interest whether in effect on the
date of issuance of the Securities of this series or thereafter (a "Lien") upon
the whole or any part of its assets or revenues, present or future, to secure
any
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Public External Indebtedness (as defined herein) of the Issuer, unless the
Issuer shall procure that all amounts payable under the Securities of this
series are secured equally and ratably therewith, except that the Issuer may
create or permit the creation of any Lien (i) upon any property or asset (or any
interest therein) at the time of purchase, improvement, construction,
development or redevelopment thereof solely as security for the payment of the
purchase, improvement, construction, development or redevelopment costs of such
property or assets (provided that such Lien does not extend to any other assets
or revenues of the Issuer; provided further, however, that in the case of
construction, such Lien may extend to unimproved real property for the
construction), (ii) securing Public External Indebtedness incurred for the
purpose of financing all or part of the costs of the acquisition, construction
or development of a project provided that (A) the holders of such Public
External Indebtedness expressly agree to limit their recourse to the assets and
revenues of such project as the principal source of repayment of such Public
External Indebtedness and (B) the property over which such Lien is granted
consists solely of such assets and revenues (provided that in the case of
construction, the Lien may extend to unimproved real property for the
construction and to any trust account into which the proceeds of the offering
creating such Public External Indebtedness may be temporarily deposited pending
use in connection with such construction), (iii) arising in the ordinary course
of borrowing activities of the Issuer, to secure Public External Indebtedness
maturing not more than one year after the date on which such Public External
Indebtedness was incurred, (iv) existing on any property or asset at the time of
its acquisition or arising after such acquisition pursuant to contractual
commitments entered into prior to and not in contemplation of such acquisition,
and extensions and renewals of any such Lien which is limited to the original
property or asset covered thereby and which secures any extension or renewal of
the original secured financing, (v) arising out of the extension, renewal or
replacement of any Public External Indebtedness that is permitted to be subject
to a Lien pursuant to any of the foregoing clauses (i) or (iii); provided,
however, that the principal amount of the Public External Indebtedness so
secured is not increased, (vi) which (A) arises pursuant to an attachment,
distraint or similar legal process arising in connection with court proceedings
so long as the execution or other enforcement thereof is effectively stayed and
the claims secured thereby are being contested in good faith by appropriate
proceedings or (B) secures the reimbursement obligation under any bond given in
connection with the release of property from any Lien referred to in (A) above,
provided that in each of (A) and (B) such Lien is released or discharged within
one year of its imposition, (vii) existing on the date of the Fiscal Agency
Agreement or (viii) arising by operation of law, provided that any such Lien is
not created or permitted to be created by the Issuer for the purpose of securing
any Public External Indebtedness.
The Issuer will make all payments of principal of (and premium, if any,
on) [and interest on] this Security without deduction or withholding for or on
account of any present or future taxes, duties, assessments or governmental
charges of whatever nature imposed or levied by or on behalf of the Republic of
Korea or by or within any political subdivision thereof or any authority therein
having power to tax (a "Korean Tax"), unless deduction or withholding of such
Korean Tax is compelled by law. In that event the Issuer will pay such
additional amounts ("Additional Amounts") as will result in the payment to
holders of the Securities of this series of the amounts that would otherwise
have been receivable in respect of principal and premium and interest (if any),
except that no such Additional Amount shall be payable in respect of any
Securities of this series presented for payment:
7
(a) by or on behalf of a holder who is subject to such Korean Tax in
respect of this Security by reason of such holder being connected with the
Republic of Korea (or any political subdivision thereof) otherwise than merely
by holding this Security or receiving principal or premium or interest in
respect thereof; or
(b) by or on behalf of a holder who would not be liable for or
subject to such withholding or deduction but for the failure of the holder to
comply with any reasonable certification, identification or other reporting
requirement concerning the nationality, residence, identity or connection with
the Republic of Korea, or any political subdivision or taxing authority thereof
or therein, or the holder of this Security, if compliance is required by statute
or regulation, or similar governmental action of the Republic of Korea, or any
political subdivision or taxing authority thereof or therein, as a precondition
to exemption from such deduction or withholding; or
(c) more than 30 days after the relevant date except to the extent
that the holder thereof would have been entitled to such additional payment on
presenting the same for payment on the last day of such 30-day period; for this
purpose the "relevant date" in relation to this Security means:
(i) the due date for payment thereof; or
(ii) (if the full amount of the monies payable on such date has
not been received in The City of New York by the Fiscal Agent on or
prior to such due date) the date on which, the full amount of such
monies having been so received, notice to that effect is duly given to
holders of the Securities of this series in accordance with the Fiscal
Agency Agreement.
The Issuer's obligation to pay Additional Amounts in respect of taxes,
duties, assessments and governmental charges shall not apply to (a) any estate,
inheritance, gift, sales, transfer, personal property or any similar tax,
assessment or other governmental charge or (b) any tax, assessment or other
governmental charge that is payable otherwise than by deduction or withholding
from payments of principal of or premium or interest on this Security, provided
that the Issuer shall pay all stamp taxes and other duties, if any, that may be
imposed by the Republic of Korea, the United States or any political subdivision
thereof or any taxing authority of or in the foregoing, with respect to the
Fiscal Agency Agreement or as a consequence of the issuance of this Security.
Except as specifically provided in this Security, the Issuer shall not
be required to make any payment with respect to any tax, assessment or other
governmental charge imposed by any government or any political subdivision or
taxing authority thereof or therein. Whenever in this Security there is a
reference, in any context, to the payment of the principal of (or premium, if
any, on) [or interest on] any Security, such mention shall be deemed to include
mention of the payment of Additional Amounts provided for in the preceding
paragraph to the extent that, in such context, Additional Amounts are, were or
would be payable in respect thereof pursuant to the provisions of such paragraph
and express mention of the payment of Additional Amounts (if applicable) in any
provisions hereof shall not be construed as excluding Additional Amounts in
those provisions hereof where such express mention is not made.
8
[The Securities of this series will not be subject to any sinking fund
and will not be redeemable except as described below.]
[The Securities of this series are subject to redemption upon not less
than 30 days' notice given as hereinafter provided, [if applicable, insert--(l)
on ___________________ in any year commencing with the year _______ and ending
with the year __________ through operation of the sinking fund for this series
at a redemption price equal to 100% of the principal amount, (2)] [at any time
on or after __________, l9__, as a whole or in part, at the election of the
Issuer, at the following redemption prices (expressed as percentages of the
principal amount of the Securities to be redeemed): If redeemed [on or before
_____________, _____ %, and if redeemed] during the l2-month period beginning
_______________ of the years indicated,
Year Redemption Price Year Redemption Price
---- ---------------- ---- ----------------
and thereafter at a redemption price equal to ___% of the principal amount, and
(3)] under the circumstances described in the next succeeding paragraph at a
redemption price equal to 100% of the principal amount of the Securities to be
redeemed, together in each case with accrued interest (except if the redemption
date is an Interest Payment Date) to the redemption date, but interest
installments on [Registered] Securities that are due on or prior to such
redemption date will be payable to the holders of such Securities of record at
the close of business on the relevant Record Dates referred to above; provided,
that if the redemption date occurs between a Record Date and an Interest Payment
Date, the interest due and payable will be paid to the holders of such
Securities of record at the close of business on such Record Date. [Partial
redemptions must be in an amount not less than U.S.$_________ principal amount
of Securities.]
[As and for a sinking fund for the retirement of the Securities of this
series, the Issuer will, until all Securities of this series are paid or payment
thereof provided for, deposit with the Fiscal Agent, prior to ___________ in
each year, commencing in ___ and ending in ____, an amount in cash sufficient to
redeem on such ________ [not less than U.S.$ and not more than]
U.S.$_______________ principal amount of Securities of this series at the
redemption price specified above for redemption through operation of the sinking
fund. [The minimum amount of any sinking fund payment as specified in this
Paragraph is herein referred to as a "mandatory sinking fund payment", and any
payment in excess of such minimum amount is herein referred to as an "optional
sinking fund payment".] The cash amount of any [mandatory] sinking fund payment
is subject to reduction as provided below. Each sinking fund payment shall be
applied to the redemption of Securities of this series on such ___________ as
herein provided. [The right to redeem Securities of this series through optional
sinking fund payments shall not be cumulative and to the extent not availed of
on any sinking fund redemption date will terminate.]]
[Notwithstanding the foregoing, the Issuer may not, prior to _________,
redeem any Securities of this series as [an optional sinking fund payment]
contemplated by the preceding paragraph as a part of, or in anticipation of, any
refunding operation by the application, directly or indirectly, of monies
borrowed having an interest cost to the Issuer (calculated in accordance with
generally accepted financial practice) of less than ___% per annum.]
9
[Securities of this series, acquired or redeemed by the Issuer
otherwise than through [mandatory] sinking fund payments may be credited against
subsequent [mandatory] sinking fund payments otherwise required to be made [in
the inverse order in which they become due].]
[The Issuer (i) may deliver outstanding Securities of this series
(other than any previously called for redemption) [together, in the case of
Bearer Securities, with all unmatured Coupons appertaining thereto] and (ii) may
apply as a credit Securities of this series which have been redeemed otherwise
than through the application of [mandatory] sinking fund payments, in each case
in satisfaction of all or any part of any [mandatory] sinking fund payment and
the amount of such [mandatory] sinking fund payment shall be reduced
accordingly.]
[In the case of any partial redemption of Securities of this series
pursuant to the sinking fund or at the option of the Issuer, the Securities to
be redeemed shall be selected by the Fiscal Agent not more than 60 days prior to
the redemption date from the outstanding Securities not previously called for
redemption, [in the case of Bearer Securities, individually by lot and, in the
case of Registered Securities,] by such method as the Fiscal Agent shall deem
fair and appropriate and which may provide for the selection for redemption of
portions (equal to U.S.$__________ or any integral multiple thereof) of the
principal amount of [Registered] Securities of a denomination larger than
U.S.$______________.]
[This Security shall be redeemed, at the option of the registered
Holder thereof, upon the occurrence, on or after ______________, of a Redemption
Event (as hereinafter defined), at a redemption price equal to 100% of the
principal amount of this Security, together with interest accrued thereon to the
date of redemption; provided, however, that the right of the registered Holder
to present this Security [if the Security is a permanent global Security,
insert--, or evidence of ownership of the Securities represented by this
permanent global Security (as hereinafter provided),] for redemption shall, if
the Issuer gives a Notice of Redemption Event (as hereinafter defined),
terminate upon expiration of the Option Period (as hereinafter defined) relating
to such Redemption Event. In the event of the occurrence of more than one
Redemption Event, each such Redemption Event shall be deemed to confer upon the
registered Holder of this Security a separate right of redemption.]
[The Issuer agrees that, if a Redemption Event occurs, it will promptly
give written notice thereof to the Fiscal Agent (a "Notice of Redemption
Event"). Promptly after receiving such Notice of Redemption Event, the Fiscal
Agent shall give written notice to the registered Holder of this Security (a
"Notice of Right to Tender") stating that a Redemption Event has occurred and
including a form of notice (a "Redemption Notice") pursuant to which the
registered Holder of this Security may elect to cause redemption. The Issuer
may, but shall not be obligated to, fix a record date for the purpose of
determining the registered Holders of Securities of this series entitled to
elect to cause redemption of any such Securities. If the Issuer gives a Notice
of Redemption Event (i) the registered Holder of this Security shall, if such
Holder elects to cause redemption of this Security, deliver the Redemption
Notice, together with the certificate or certificates representing the
Securities to be redeemed [if the Security is a permanent global Security,
insert--, or evidence of ownership of the Securities represented by this
permanent global Security (as hereinafter provided)], to the Fiscal Agent within
a period of 60 days (the "Option Period") of the date of the Notice of Right to
Tender, and (ii) the Issuer
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shall select a date for redemption (the "Redemption Date"), which shall be
within 60 days from the end of the Option Period, and, on the Redemption Date,
shall redeem the Securities tendered for redemption within the Option Period. At
least 10 days prior to the Redemption Date, the Issuer shall [(i)] deliver
notice of the Redemption Date in the manner provided for herein to each
registered Holder who requested redemption[, or (ii) publish notice of the
Redemption Date in the manner provided for herein, as the case may be].]
[If the Security is a permanent global Security, insert--It is
understood that, notwithstanding the foregoing provisions relating to redemption
at the option of a registered Holder and without otherwise limiting any right of
any other registered Holder to act by agent or proxy, the Fiscal Agent may treat
a person authorized, in a manner satisfactory to the Fiscal Agent, by the U.S.
Depositary to take action in respect of a portion of this permanent global
Security as the registered Holder of such portion of such Security and may make
arrangements satisfactory to it, the Issuer and the U.S. Depositary in
connection with the partial redemption of this permanent global Security.]
[Insert description of those events, if any, which constitute
Redemption Events.]
[Notices to redeem Securities shall be given [to holders of Bearer
Securities by publication at least once in a leading daily newspaper in the
English language of general circulation in the Borough of Manhattan, The City of
New York [and in Europe (which, so long as the Securities of this series are
listed on the Luxembourg Stock Exchange and such Exchange shall so require,
shall be a daily newspaper of general circulation in Luxembourg)] and] to
holders of [Registered] Securities in writing mailed, first-class postage
prepaid, to each holder of [Registered] Securities, or portions thereof, so to
be redeemed, at his address as it appears in the register hereinabove referred
to. In the case of a redemption in whole at the option of the Issuer, such
notice will be given once not more than 60 days nor less than 30 days prior to
the date fixed for redemption. In the case of a partial redemption at the option
of the Issuer, notice will be given twice, the first such notice (the "First
Partial Redemption Notice") to be given not more than 60 days nor less than 45
days prior to the date fixed for redemption and the second such notice (the
"Second Partial Redemption Notice") to be given at least 20 days thereafter but
not less than 30 days prior to the date fixed for redemption.]
[The term "daily newspaper" as used herein shall be deemed to mean a
newspaper customarily published on each business day, whether or not it shall be
published in Saturday, Sunday or holiday editions. If by reason of the
suspension of [publication of any newspaper or of] regular mail service, or by
reason of any other cause, it shall be impracticable to give notice to the
holders of Securities in the manner prescribed herein, then such notification in
lieu thereof as shall be made by the Issuer or by the Fiscal Agent on behalf of
and at the instruction of the Issuer shall constitute sufficient provision of
such notice, if such notification shall, so far as may be practicable,
approximate the terms and conditions of the [publication or] mailed notice in
lieu of which it is given. Neither the failure to give notice nor any defect in
any notice given to any particular holder of a Security shall affect the
sufficiency of any notice with respect to other Securities. Such notices will be
deemed to have been given on the date of [such publication or] mailing [or, if
published in such newspapers on different dates, on the date of the first such
publication]. Notices to redeem Securities shall specify the date fixed for
redemption, the applicable redemption price, the place or places of payment,
that payment will be made upon
11
presentation and surrender of the Securities to be redeemed [(or portion thereof
in the case of a partial redemption of a [Registered] Security)] [, together, in
the case of a Bearer Security, with all appurtenant Coupons, if any, maturing
subsequent to the date fixed for redemption], that interest accrued to the date
fixed for redemption (unless such date is an Interest Payment Date) will be paid
as specified in said notice, and that on and after said date interest thereon
will cease to accrue [and that such redemption is for the sinking fund if such
is the case]. [If the redemption is pursuant to the provisions hereof relating
to redemption permitted as a result of the occurrence or satisfaction of any
condition or conditions precedent thereto, such notice shall also state that
such condition or conditions precedent have occurred or been satisfied and, if
such provisions so require, state that the Issuer has elected to redeem all the
Securities of this series.] [In addition, in the case of a partial redemption,
the First Partial Redemption Notice shall specify the last date prior to the
Second Partial Redemption Notice on which exchanges or registration of transfers
of Securities may be made and the Second Partial Redemption Notice shall also
specify the Securities called for redemption and the aggregate principal amount
of the Securities of this series to remain outstanding after the redemption.]]
[If notice of redemption has been given in the manner set forth herein,
the Securities so to be redeemed shall become due and payable on the redemption
date specified in such notice and upon presentation and surrender of the
Securities [if the Security is a permanent global Security, insert--or evidence
of ownership of the Securities represented by this permanent global Security
satisfactory to the Fiscal Agent,] at the place or places specified in such
notice, [together in the case of Bearer Securities with all appurtenant Coupons,
if any, maturing subsequent to the redemption date,] the Securities shall be
paid and redeemed by the Issuer at the places, in the manner and currency and at
the redemption price herein specified together with accrued interest (unless the
redemption date is an Interest Payment Date) to the redemption date. From and
after the redemption date, if monies for the redemption of Securities called for
redemption shall have been made available at the corporate trust office of the
Fiscal Agent for redemption on the redemption date, the Securities called for
redemption shall cease to bear interest, [the Coupons for interest appertaining
to Bearer Securities maturing subsequent to the redemption date shall be void,]
and the only right of the holders of such Securities shall be to receive payment
of the redemption price together with accrued interest (unless the redemption
date is an Interest Payment Date) to the redemption date as aforesaid. If monies
for the redemption of the Securities are not made available for payment until
after the redemption date, the Securities called for redemption shall not cease
to bear interest until such monies have been so made available.]
[Any [Registered] Security which is to be redeemed only in part shall
be surrendered with, if the Issuer or the Fiscal Agent so requires, due
endorsement by, or a written instrument of transfer in form satisfactory to the
Issuer and the Fiscal Agent duly executed by, the holder thereof or his attorney
duly authorized in writing, and the Issuer shall execute, and the Fiscal Agent
shall authenticate and deliver to the registered Holder of such Security without
service charge, a new [Registered] Security or Securities of this series, of any
authorized denomination as requested by such Holder, in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of
the Security so surrendered.]
Each of the following events will constitute an "Event of Default"
under the Securities:
12
(a) default in any payment of principal of or premium (if any) on any
Security of this series (whether at maturity, upon redemption or
otherwise), or in any payment of interest on any Security of this series,
[or in any deposit of any sinking fund payment in respect of the Securities
of this series,] and the continuance of any such default for a period of 30
days; or
(b) default in the performance of or breach of any other covenant or
agreement contained in the Securities of this series for a period of 60
days after the date on which written notice of such default requiring the
Issuer to remedy the same and stating that such notice is a "Notice of
Default" shall first have been given to the Issuer at the office of the
Fiscal Agent by the holders of at least 10% in aggregate principal amount
of the Securities of this series at the time outstanding; or
(c) failure by the Issuer to pay (i) any Public External Indebtedness
of the Issuer (other than Public External Indebtedness constituting
guarantees by the Issuer) with an aggregate principal amount in excess of
U.S.$30,000,000 (or its equivalent in other currencies) as and when such
Public External Indebtedness becomes due and payable (beyond any applicable
grace period) (whether at maturity, upon acceleration by reason of any
default or otherwise) or (ii) any Public External Indebtedness constituting
guarantees by the Issuer with an aggregate principal amount in excess of
U.S.$30,000,000 (or its equivalent in other currencies) as and when such
Public External Indebtedness becomes due and payable (whether at maturity,
upon acceleration by reason of any default or otherwise) and such failure
continues until the earlier of (A) the expiration of any applicable grace
period or 30 days, whichever is longer or (B) the acceleration of any such
Public External Indebtedness by any holder thereof; or
(d) the Issuer declaring a moratorium on the payment of any Public
External Indebtedness (including obligations arising under guarantees) of
the Issuer.
[If the Security is not a "Collective Action Security" (as defined in the Fiscal
Agency Agreement), insert--Upon the occurrence and during the continuance of an
Event of Default, each registered Holder of this Security may, at such Holder's
option, declare [if the Security is not an Original Issue Discount Security,
insert--the principal of this Security and the interest accrued hereon] [if the
Security is an Original Issue Discount Security, insert--an amount of principal
of this Security determined as hereinafter provided] to be due and payable
immediately by written notice to the Issuer and the Fiscal Agent at its
corporate trust office, and unless all such defaults shall have been cured by
the Issuer prior to receipt of such written notice, [if the Security is not an
Original Issue Discount Security, insert--the principal of this Security and the
interest accrued hereon] [such amount] shall become and be immediately due and
payable; provided, however, that in the case of any event described in clause
(b) above, any notice declaring the Securities of this series due and payable
shall, unless at the time such notice is received any event described in clauses
(a), (c) or (d) entitling holders of Securities of this series to declare their
Securities due has occurred and is continuing, become effective only when the
Fiscal Agent has received such notices from the holders of at least twenty-five
percent in principal amount of all Securities of this series then outstanding.
Securities held by the Issuer shall not be considered "outstanding" for purposes
of the preceding sentence. [The amount referred to in the second preceding
sentence shall be equal to--insert formula for determining the
13
amount.]] [If the Security is a Collective Action Security, insert--Upon the
occurrence and during the continuance of an Event of Default, then, and in every
such case, the Fiscal Agent shall, upon the instruction of the holders of not
less than twenty-five percent of the aggregate principal amount of the
Securities of this series then outstanding, by written demand given to the
Issuer (with a copy to the Fiscal Agent), declare all the Securities of this
series to be, and [if the Security is not an Original Issue Discount Security,
insert--the principal amount of the Securities of this series and the interest
accrued thereon,] [if the Security is an Original Issue Discount Security,
insert--an amount of principal of the Securities of this series determined as
hereinafter provided,] shall thereupon become, immediately due and payable,
unless prior to receipt of such demand by the Issuer all such Events of Default
shall have been cured, waived or otherwise remedied. If the Event or Events of
Default giving rise to a declaration of acceleration have been cured, waived or
otherwise remedied as provided herein, then, and in every such case, the holders
of more than fifty percent of aggregate principal amount of all Securities of
this series then outstanding, may, by their affirmative vote or written consent,
on behalf of all the holders of such series of Securities, rescind such
declaration of acceleration and its consequences. For purposes of the two
preceding sentences, "outstanding" shall have the meaning set forth in Section
13(f) of the Fiscal Agency Agreement. [The amount referred to in the second
preceding sentence shall be equal to--insert formula for determining the
amount.]] Upon payment of the amount of principal so declared due and payable,
all of the Issuer's obligations in respect of the payment of the principal of
and interest, if any, on the Securities of this series shall terminate. As used
herein, "External Indebtedness" means any obligation for the payment or
repayment of money borrowed and guarantees of the Issuer in respect of moneys
borrowed by others that is denominated in a currency other than the currency of
the Republic of Korea and "Public External Indebtedness" means any External
Indebtedness represented by bonds, debentures, notes or other securities that
are, or were intended at the time of issuance to be, quoted, listed or traded on
any securities exchange or other securities market (including, without limiting
the generality of the foregoing, securities eligible for resale pursuant to Rule
144A under the U.S. Securities Act of 1933, as amended (or any successor law or
regulation of similar effect)). No periodic evidence is required to be furnished
by the Issuer as to the absence of defaults.
A meeting of holders of the Securities of this series may be called in
accordance with the Fiscal Agency Agreement by the Issuer, the Fiscal Agent or
the holders of at least 10% in aggregate principal amount of the Securities of
this series then outstanding, to make, give or take any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
the Fiscal Agency Agreement or this Security to be made, given or taken by the
holders of the Securities of this series or to modify, amend, supplement or
waive the terms of the Securities of this series or the Fiscal Agency Agreement.
[If the Security is not a Collective Action Security, insert-- Section
12 of the Fiscal Agency Agreement, which Section is hereby incorporated mutatis
mutandis by reference herein, provides that, with certain exceptions as therein
provided, (i) upon the affirmative vote of the holders of not less than 66 2/3%
in aggregate principal amount of the Securities of this series then outstanding
represented at a meeting of holders duly called pursuant thereto (or of such
other percentage as may be set forth in the text of this Security with respect
to the action being taken), or (ii) with the written consent of the holders of
not less than 66 2/3% in aggregate principal amount of the Securities of this
series then outstanding (or of such other percentage as may be set forth in the
text of this Security with respect to the action being taken), the Issuer and
14
the Fiscal Agent may modify, amend, supplement or waive the terms of the
Securities of this series or, insofar as respects the Securities of this series,
the Fiscal Agency Agreement, in any way, and the holders of the Securities of
this series may make, take or give any request, demand, authorization,
direction, notice, consent, waiver or other action provided by the Fiscal Agency
Agreement or the Securities of this series to be made, given or taken by the
holders of the Securities of this series. Any such modification, amendment,
supplement, consent, waiver or other action shall be conclusive and binding on
the registered Holder of this Security and on all future registered Holders of
this Security and of any Security issued upon the registration of transfer
hereof or in exchange herefor or in lieu hereof, whether or not notation thereof
is made upon this Security.]
[If the Security is a Collective Action Security, insert--Section 13 of
the Fiscal Agency Agreement, which section is hereby incorporated mutatis
mutandis by reference herein, provides that, (a)(i) upon the affirmative vote of
the holders of not less than 66 2/3% in aggregate principal amount of the
Securities of this series then outstanding represented at a meeting of holders
duly called pursuant to the Fiscal Agency Agreement (or of such other percentage
as may be set forth in the text of this Security with respect to the action
being taken), or (ii) with the written consent of the holders of not less than
66 2/3% in aggregate principal amount of the Securities of this series then
outstanding (or of such other percentage as may be set forth in the text of this
Security with respect to the action being taken), the Issuer and the Fiscal
Agent may modify, amend, supplement or waive the terms of the Securities of this
series or, insofar as respects the Securities of this series, the Fiscal Agency
Agreement, in any way, other than a modification, amendment, supplement or
waiver constituting a Reserved Matter and the holders of the Securities of this
series may make, take or give any request, demand, authorization, direction,
notice, consent, waiver or other action provided by the Fiscal Agency Agreement
or the Securities of this series to be made, given or taken by the holders of
the Securities of this series, other than a waiver or other action constituting
a Reserved Matter, and (b)(i) at any meeting of holders of the Securities of
this series duly called and held pursuant to the Fiscal Agency Agreement, upon
the affirmative vote, in person or (in the case of registered owners of the
Securities of this series) by proxy thereunto duly authorized in writing, of the
holders of not less than seventy-five percent of the aggregate principal amount
of the Securities of this series then outstanding, or (ii) with the written
consent of the owners of not less than seventy-five percent of the aggregate
principal amount of the Securities of this series then outstanding, the Issuer
and the Fiscal Agent may make any modification, amendment, supplement or waiver
of the Fiscal Agency Agreement or the terms and conditions of the Securities of
this series that would (A) change the due date for the payment of the principal
of (or premium, if any) or any installment of interest on the Securities of this
series, (B) reduce the principal amount of the Securities of this series, the
portion of such principal amount which is payable upon acceleration of the
maturity of the Securities of this series, the interest rate thereon or the
premium payable upon redemption thereof, (C) change the coin or currency in
which or the required places at which payment with respect to interest, premium
or principal in respect of the Securities of this series is payable, (D) shorten
the period during which the Issuer is not permitted to redeem the Securities of
this series, or permit the Issuer to redeem the Securities of this series if,
prior to such action, the Issuer is not permitted to do so, (E) reduce the
proportion of the principal amount of the Securities of this series the vote or
consent of the holders of which is necessary to modify, amend, supplement or
waive the Fiscal Agency Agreement or the terms and conditions of the Securities
of this series or to make, take or give any request, demand, authorization,
15
direction, notice, consent, waiver or other action provided hereby or thereby to
be made, taken or given, or change the definition of "outstanding" with respect
to the Securities of this series, (F) change the obligation of the Issuer to pay
Additional Amounts with respect to the Securities of this series, (G) change the
governing law provision of the Securities of this series, (H) change the courts
to the jurisdiction of which the Issuer has submitted, the Issuer's obligation
to appoint and maintain an Authorized Agent in the Borough of Manhattan, The
City of New York or the Issuer's waiver of immunity, in respect of actions or
proceedings brought by any holder based upon the Securities of this series, (I)
in connection with an exchange offer for the Securities of this series, amend
any Event of Default under the Securities of this series, or (J) change the
status of the Securities of this series, as described in the second paragraph of
the Terms and Conditions of the Securities of this series. Each of the actions
set forth in clauses (A) through (J) of the preceding sentence is referred to
herein as a "Reserved Matter".
Pursuant to Section 13(f) of the Fiscal Agency Agreement, for purposes
of determining whether the required percentage of holders of the Securities of
this series has approved any amendment, modification or change to, or waiver of,
the Securities of this series or the Fiscal Agency Agreement, or whether the
required percentage of holders has delivered a notice of acceleration of the
Securities of this series, Securities of this series owned, directly or
indirectly, by the Issuer or any public sector instrumentality of the Issuer
will be disregarded and deemed not to be outstanding, except that in determining
whether the Fiscal Agent shall be protected in relying upon any amendment,
modification, change or waiver, or any notice from holders, only Securities of
this series that the Fiscal Agent knows to be so owned shall be so disregarded.
As used in this paragraph, "public sector instrumentality" means The Bank of
Korea, any department, ministry or agency of the Issuer or any corporation,
trust, financial institution or other entity majority-owned and controlled by
the Issuer or any of the foregoing, and "control" means the power, directly or
indirectly, through the ownership of voting securities or other ownership
interests or otherwise, to direct the management of or elect or appoint a
majority of the board of directors or other persons performing similar functions
in lieu of, or in addition to, the board of directors of a corporation, trust,
financial institution or other entity.]
Any modification, amendment, supplement, consent, waiver or other
action made or obtained in accordance with the procedures set forth herein and
in the Fiscal Agency Agreement shall be conclusive and binding on the registered
Holder of this Security and on all future registered Holders of this Security
and of any Security issued upon the registration of transfer hereof or in
exchange herefor or in lieu hereof, whether or not notation thereof is made upon
this Security.
Notwithstanding the foregoing, the Fiscal Agency Agreement and the
terms of the Securities may be modified or amended by the Issuer and the Fiscal
Agent, without the consent of any holders of Securities [or Coupons], for the
purpose of (i) adding to the covenants of the Issuer for the benefit of the
holders of Securities [or Coupons], or (ii) surrendering any right or power
conferred upon the Issuer, or (iii) securing the Securities pursuant to the
requirements of the Securities or otherwise, or (iv) curing any ambiguity or
curing, correcting, supplementing or waiving any defective provision contained
in the Securities [or Coupons] or in the Fiscal Agency Agreement, and (v)
amending the Fiscal Agency Agreement or the Securities of this series in any
other manner which shall not be inconsistent with the provisions of this
Security and shall not
16
adversely affect the interests of the registered Holders of this Security, to
all of which each holder of any Security [or Coupon], by acceptance thereof,
consents.
The Issuer may, from time to time, without the consent of the holders
of the Securities of this series, create and issue further notes, bonds or
debentures having the same terms and conditions as the Securities of this series
in all respects [(or in all respects except for the payment of interest on the
Securities of this series on the first Interest Payment Date following such date
of issuance and for the interest paid on the Securities prior to the issuance of
the additional Securities)] so that such further issue shall be consolidated and
form a single series with the outstanding Securities of this series. Any further
notes, bonds, debentures forming a single series with the outstanding Securities
of this series constituted by the Fiscal Agency Agreement or any agreement
supplemental to it shall, and any other notes, bonds or debentures may (with the
consent of the Fiscal Agent), be constituted by an agreement supplemental to the
Fiscal Agency Agreement.
No reference herein to the Fiscal Agency Agreement and no provision of
this Security or of the Fiscal Agency Agreement shall alter or impair the
obligation of the Issuer to pay the principal of (and premium, if any, on) [and
interest on] this Security at the times, place and rate, and in the coin or
currency, herein prescribed.
This Security shall be governed by and construed in accordance with the
laws of the State of New York, except with respect to authorization, execution
and delivery by the Issuer.
17
EXHIBIT B
FORM OF BEARER SECURITY
[Form of Face of Security]
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.
THE REPUBLIC OF KOREA
[Title of Series of Securities]
No. B- [Denomination]
THE REPUBLIC OF KOREA (herein called the "Issuer"), for value received,
hereby promises to pay to bearer the principal sum of ______________ U.S.
Dollars (U.S.$___________ ) on ________________ [If the Security is to bear
interest prior to maturity, insert--, and to pay interest [thereon] [calculation
on ] from the date hereof] [annually] [semi-annually] in arrears on
____________[and ___________] in each year, commencing ____________ (each an
"Interest Payment Date"), at the rate [of _____% per annum] [to be determined in
accordance with the provisions hereinafter set forth], until the principal
hereof is paid or made available for payment.]
This Security is a Foreign Exchange Stabilization Fund Bond issued
pursuant to the Foreign Exchange Transaction Act of Korea.
[Insert floating interest rate provisions, if applicable.]
[If the Security is not to bear interest prior to maturity,
insert--(the "Stated Maturity"). The principal of this Security shall not bear
interest except in the case of a default in payment of principal upon
acceleration, upon redemption or at Stated Maturity.]
Subject to applicable laws and regulations, principal of (and premium,
if any, on) this Security shall be payable by check against presentation and
surrender of this Security at the offices of the Paying Agents named on the
reverse hereof and at such other offices or agencies as the Issuer shall have
appointed for the purpose pursuant to the Fiscal Agency Agreement hereinafter
named and notified to the holders of the Securities. [Interest on this Security
due on or before maturity shall be payable by check to the bearer of each Coupon
appertaining hereto in the amount set forth in such Coupon, on or after the due
date for such payment as set forth in such Coupon, upon presentation and
surrender thereof at the offices of the Paying Agents set forth on the reverse
of such Coupon or at such other offices or agencies as the Issuer shall have
appointed for the purpose pursuant to the Fiscal Agency Agreement and notified
to the holders of the Securities.] No payment in respect of this Security shall
be made at an office or agency of the Issuer in the United States (as defined on
the reverse hereof), and no check in payment thereof which is mailed shall be
mailed to an address in the United States, nor shall any transfer
made in lieu of payment by check be made to an account maintained by the payee
with a bank in the United States. Notwithstanding the foregoing, such payments
may be made in U.S. dollars at an office or agency located in the United States
if (but only if) (i) payment outside the United States is illegal or effectively
precluded because of the imposition of exchange controls or other similar
restrictions on the full payment or receipt of such amount in U.S. dollars and
(ii) such payment is then permitted under United States law, without material
adverse consequences to the Issuer. The Issuer covenants that until this
Security has been delivered to the Fiscal Agent for cancellation, or monies
sufficient to pay the principal of (and premium, if any, on) [and interest on]
this Security have been made available for payment and either paid or returned
to the Issuer as provided herein, it will at all times maintain offices or
agencies in the Borough of Manhattan, The City of New York and in Europe
[(which, so long as the Securities are listed on [The London Stock Exchange
Limited -- the Luxembourg Stock Exchange] and such Exchange shall so require,
shall include an office or agency in [London -- Luxembourg])] [and Hong Kong (so
long as the Securities are listed on The Stock Exchange of Hong Kong Limited and
such Exchange shall so require)] for the payment of the principal of (and
premium, if any, on) [and interest on] the Securities as herein provided.
Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by
the Fiscal Agent by manual signature, neither this Security nor any Coupon
appertaining hereto shall be valid or obligatory for any purpose.
2
IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly
executed.
Dated:
THE REPUBLIC OF KOREA
By ____________________________
Name:
Title:
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred
to in the within-mentioned Fiscal Agency Agreement.
Date of Authentication:
THE BANK OF NEW YORK,
as Fiscal Agent
By __________________________
Authorized Signatory
3
Terms and Conditions of Security
This Security is one of a duly authorized issue of securities of the
Issuer (herein called the "Securities") issued and to be issued in one or more
series in accordance with a Fiscal Agency Agreement, dated as of April 17, 1998,
as amended (herein called the "Fiscal Agency Agreement"), between the Issuer and
The Bank of New York, as Fiscal Agent (herein called the "Fiscal Agent", which
term includes any successor fiscal agent under the Fiscal Agency Agreement),
copies of which Fiscal Agency Agreement are on file and available for inspection
at the corporate trust office of the Fiscal Agent in the Borough of Manhattan,
The City of New York [and, so long as the Securities of this series are listed
on [The London Stock Exchange Limited -- the Luxembourg Stock Exchange -- The
Stock Exchange of Hong Kong Limited] and such Exchange shall so require, at the
office of the Paying Agent hereinafter named in [London -- Luxembourg -- Hong
Kong]]. This Security is one of the Securities of the series designated on the
face hereof [, limited in aggregate principal amount to U.S.$ ______, subject to
increase as provided below]. The bearer of this Security will be entitled to the
benefits of the provisions of the Fiscal Agency Agreement. The Fiscal Agency
Agreement may be amended from time to time in accordance with the terms thereof.
[Interest on this Security will be computed on the basis of [insert basis of
computation of interest].]
The Securities are the direct, unconditional, unsecured and
unsubordinated general External Indebtedness (as defined herein) of the Issuer
and will rank pari passu among themselves, without any preference one over the
other by reason of priority of date of issue or currency of payment or
otherwise, and at least equally with all its present and future unsecured and
unsubordinated External Indebtedness.
The Securities of this series as issuable in bearer form (the "Bearer
Securities") with coupons (the "Coupons") at the time of issue attached thereto
for the amount due on each Interest Payment Date and in fully registered form
(the "Registered Securities"), both of which rank pari passu without any
discrimination, preference or priority among them whatsoever. Bearer Securities
are issuable in [the] authorized denomination[s] of U.S.$_________ [and
U.S.$__________], and Registered Securities are issuable in [the] authorized
denomination[s] of U.S.$__________ [and [any integral multiple thereof]
[integral multiples of U.S.$_________ above that amount]].
The Issuer shall maintain in the Borough of Manhattan, The City of New
York, an office or agency where Securities may be surrendered for registration
of transfer or exchange. The Issuer has initially appointed the corporate trust
office of the Fiscal Agent as its agent in the Borough of Manhattan, The City of
New York, for such purpose and has agreed to cause to be kept at such office a
register in which, subject to such reasonable regulations as it may prescribe,
the Issuer will provide for the registration of Registered Securities and of
transfers of Registered Securities. [In addition, the Issuer has appointed the
main offices of _____________ in ___________ and ____________in _____________ as
additional agencies (each a "Transfer Agent") where Securities may be
surrendered for registration of transfer or exchange.] The Issuer reserves the
right to vary or terminate the appointment of the Fiscal Agent as security
registrar or transfer agent or to appoint additional or other registrars or
transfer agents or to approve any change in the office through which any
security registrar or any transfer agent acts,
4
provided that there will at all times be a security registrar in the Borough of
Manhattan, The City of New York, and a Transfer Agent in a European city.
At the option of the bearer hereof upon request confirmed in writing,
Bearer Securities may be exchanged for Registered Securities, of any authorized
denominations and of a like aggregate principal amount, upon surrender of the
Bearer Securities to be exchanged, together with all unmatured Coupons and all
matured Coupons in default appertaining thereto, at the office of any transfer
agent or at the corporate trust office of the Fiscal Agent. If the bearer hereof
is unable to produce any such unmatured Coupon or Coupons or matured Coupon or
Coupons, or surrender such missing Coupon or Coupons in default, such exchange
may be effected if the Bearer Securities are accompanied by payment in funds
acceptable to the Issuer in an amount equal to the face amount of such missing
Coupon or Coupons, or the surrender of such missing Coupon or Coupons may be
waived by the Issuer and the Fiscal Agent if there is furnished to them such
security or indemnity as they may require to save each of them and each other
agency of the Issuer hereunder harmless. Notwithstanding the foregoing, if a
Bearer Security is surrendered in exchange for a Registered Security (i) after
the close of business on the _________ [or__________] next preceding an Interest
Payment Date and before the opening of business on such Interest Payment Date,
or (ii) after the close of business on any special record date for the payment
of defaulted interest and before the opening of business on the relevant
proposed date of payment of such defaulted interest, such Bearer Security shall
be surrendered without the Coupon relating to such Interest Payment Date or
proposed date of payment, as the case may be, and the interest payable on such
Interest Payment Date or proposed date of payment shall not be payable in
respect to the Registered Security issued in exchange for such Bearer Security,
but will be payable only to the bearer of such Coupon upon presentation and
surrender thereof when due. [Registered Securities may not be surrendered in
exchange for Bearer Securities.] The new Registered Security issued upon any
exchange shall be so dated that neither gain nor loss of interest shall result
from such exchange.
[In the event of a redemption of the Securities of this series in part,
the Issuer shall not be required (i) to register the transfer of or exchange any
Security during a period beginning at the opening of business 15 days before,
and continuing until, the date notice is given identifying the Securities to be
redeemed, or (ii) to register the transfer of or exchange any Registered
Security, or portion thereof, called for redemption, or (iii) to exchange any
Bearer Security called for redemption, except for a Registered Security of like
aggregate principal amount which is simultaneously surrendered for redemption.]
All Securities issued upon any registration of transfer or exchange of
Securities shall be the valid obligation of the Issuer evidencing the same
indebtedness and entitled to the same benefits this Security has at the time of
such registration of transfer or exchange.
No service charge shall be made for any registration of transfer or
exchange, but the Issuer may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith, other than an
exchange in connection with a partial redemption of a Security not involving any
registration of a transfer.
Title to Bearer Securities and Coupons shall pass by delivery. The
Issuer, the Fiscal Agent and any agent of the Issuer or the Fiscal Agent may
deem and treat the bearer of a
5
Bearer Security, the bearer of a Coupon and the person in whose name a
Registered Security is registered as the owner thereof for all purposes, whether
or not such Security or Coupon be overdue, and neither the Issuer nor the Fiscal
Agent nor any such agent shall be affected by notice to the contrary.
In any case where the due date for the payment of the principal of (and
premium, if any, on) [or interest on] any Security[, or the date fixed for
redemption of any Security,] shall be, at any place from which any check in
respect thereof is to be mailed or where such Security or Coupon in respect of
such payment is to be surrendered for payment [or, in the case of payments in
respect of Registered Securities by wire transfer of immediately available
funds, from and to where such wire transfer is to be made], a day on which
banking institutions are authorized or obligated by law to close, then such
payment need not be made on such date at such place but may be made on the next
succeeding day at such place which is not a day on which banking institutions
are authorized or obligated by law to close, with the same force and effect as
if made on the date for such payment [or the date fixed for redemption], and no
interest shall be payable in respect of any such delay.
The Issuer shall provide to the Fiscal Agent at its principal office in
the Borough of Manhattan, The City of New York, on or prior to 10:00 A.M., New
York time, on each date on which a payment on or in respect of the Securities of
this series shall become due, monies in such amounts which (together with any
amounts then held by the Fiscal Agent and available for the purpose) are
sufficient to make such payment. Any monies provided by the Issuer to the Fiscal
Agent for the payment on or in respect of the Securities of this series and
remaining unclaimed at the end of two years after such payment shall have become
due shall then be returned to the Issuer, and upon the return of such monies all
liabilities of the Fiscal Agent with respect thereto shall cease, without,
however, limiting in any way any obligation the Issuer may have to pay the
principal of (or premium, if any, on) [or interest on] this Security or any
appurtenant Coupon as the same shall become due.
Notwithstanding the foregoing, the Securities of this series will
become void unless presented by the holders to the Fiscal Agent for payment
within a period of five years in the case of principal, and two years in the
case of interest, from the respective due dates for payment in respect of such
Securities.
So long as any of the Securities of this series remain outstanding, the
Issuer will not create or permit to subsist any mortgage, deed of trust, charge,
pledge, lien or other encumbrance or preferential arrangement which has the
practical effect of constituting a security interest whether in effect on the
date of issuance of the Securities of this series or thereafter (a "Lien") upon
the whole or any part of its assets or revenues, present or future, to secure
any Public External Indebtedness (as defined herein) of the Issuer, unless the
Issuer shall procure that all amounts payable under the Securities of this
series are secured equally and ratably therewith, except that the Issuer may
create or permit the creation of any Lien (i) upon any property or asset (or any
interest therein) at the time of purchase, improvement, construction,
development or redevelopment thereof solely as security for the payment of the
purchase, improvement, construction, development or redevelopment costs of such
property or assets (provided that such Lien does not extend to any other assets
or revenues of the Issuer; provided further, however, that in the case of
construction, such Lien may extend to unimproved real property for the
6
construction), (ii) securing Public External Indebtedness incurred for the
purpose of financing all or part of the costs of the acquisition, construction
or development of a project provided that (A) the holders of such Public
External Indebtedness expressly agree to limit their recourse to the assets and
revenues of such project as the principal source of repayment of such Public
External Indebtedness and (B) the property over which such Lien is granted
consists solely of such assets and revenues (provided that in the case of
construction, the Lien may extend to unimproved real property for the
construction and to any trust account into which the proceeds of the offering
creating such Public External Indebtedness may be temporarily deposited pending
use in connection with such construction), (iii) arising in the ordinary course
of borrowing activities of the Issuer, to secure Public External Indebtedness
maturing not more than one year after the date on which such Public External
Indebtedness was incurred, (iv) existing on any property or asset at the time of
its acquisition or arising after such acquisition pursuant to contractual
commitments entered into prior to and not in contemplation of such acquisition,
and extensions and renewals of any such Lien which is limited to the original
property or asset covered thereby and which secures any extension or renewal of
the original secured financing, (v) arising out of the extension, renewal or
replacement of any Public External Indebtedness that is permitted to be subject
to a Lien pursuant to any of the foregoing clauses (i) or (iii); provided,
however, that the principal amount of the Public External Indebtedness so
secured is not increased, (vi) which (A) arises pursuant to an attachment,
distraint or similar legal process arising in connection with court proceedings
so long as the execution or other enforcement thereof is effectively stayed and
the claims secured thereby are being contested in good faith by appropriate
proceedings or (B) secures the reimbursement obligation under any bond given in
connection with the release of property from any Lien referred to in (A) above,
provided that in each of (A) and (B) such Lien is released or discharged within
one year of its imposition, (vii) existing on the date of the Fiscal Agency
Agreement or (viii) arising by operation of law, provided that any such Lien is
not created or permitted to be created by the Issuer for the purpose of securing
any Public External Indebtedness.
The Issuer will make all payments of principal of (and premium, if any,
on) [and interest on] this Security [and any Coupon] without deduction or
withholding for or on account of any present or future taxes, duties,
assessments or governmental charges of whatever nature imposed or levied by or
on behalf of the Republic of Korea or by or within any political subdivision
thereof or any authority therein having power to tax (a "Korean Tax"), unless
deduction or withholding of such Korean Tax is compelled by law. In that event
the Issuer will pay such additional amounts ("Additional Amounts") as will
result in the payment to holders of the Securities [and Coupons] of this series
of the amounts that would otherwise have been receivable in respect of principal
and premium and interest (if any), except that no such Additional Amount shall
be payable in respect of any Securities [or Coupons] of this series presented
for payment:
(a) by or on behalf of a holder who is subject to such Korean Tax in
respect of this Security [or any Coupon] by reason of such holder being
connected with the Republic of Korea (or any political subdivision thereof)
otherwise than merely by holding this Security [or Coupon] or receiving
principal or premium or interest in respect thereof; or
(b) by or on behalf of a holder who would not be liable for or subject
to such withholding or deduction but for the failure of the holder to comply
with any reasonable
7
certification, identification or other reporting requirement concerning the
nationality, residence, identity or connection with the Republic of Korea, or
any political subdivision or taxing authority thereof or therein, or the holder
of this Security [or Coupon], if compliance is required by statute or
regulation, or similar governmental action of the Republic of Korea, or any
political subdivision or taxing authority thereof or therein, as a precondition
to exemption from such deduction or withholding; or
(c) more than 30 days after the relevant date except to the extent that
the holder thereof would have been entitled to such additional payment on
presenting the same for payment on the last day of such 30-day period; for this
purpose the "relevant date" in relation to this Security [and Coupon] means:
(i) the due date for payment thereof; or
(ii) (if the full amount of the monies payable on such date has not
been received in The City of New York by the Fiscal Agent on or prior
to such due date) the date on which, the full amount of such monies
having been so received, notice to that effect is duly given to holders
of the Securities [and Coupons] of this series in accordance with the
Fiscal Agency Agreement.
The Issuer's obligation to pay Additional Amounts in respect of taxes,
duties, assessments and governmental charges shall not apply to (a) any estate,
inheritance, gift, sales, transfer, personal property or any similar tax,
assessment or other governmental charge or (b) any tax, assessment or other
governmental charge that is payable otherwise than by deduction or withholding
from payments of principal of or premium or interest on this Security [or
Coupon], provided that the Issuer shall pay all stamp taxes and other duties, if
any, that may be imposed by the Republic of Korea, the United States or any
political subdivision thereof or any taxing authority of or in the foregoing,
with respect to the Fiscal Agency Agreement or as a consequence of the issuance
of this Security [and Coupon].
Except as specifically provided in this Security, the Issuer shall not
be required to make any payment with respect to any tax, assessment or other
governmental charge imposed by any government or any political subdivision or
taxing authority thereof or therein. Whenever in this Security there is a
reference, in any context, to the payment of the principal of (or premium, if
any, on) [or interest on] any Security, such mention shall be deemed to include
mention of the payment of Additional Amounts provided for in the preceding
paragraph to the extent that, in such context, Additional Amounts are, were or
would be payable in respect thereof pursuant to the provisions of such paragraph
and express mention of the payment of Additional Amounts (if applicable) in any
provisions hereof shall not be construed as excluding Additional Amounts in
those provisions hereof where such express mention is not made.
[The Securities of this series will not be subject to any sinking fund
and will not be redeemable except as described below.]
[The Securities of this series are subject to redemption upon not less
than 30 days' notice given as hereinafter provided, [if applicable, insert--(1)
on _______ in any year commencing with the year ____ and ending with the year
_____ through operation of the sinking
8
fund for this series at a redemption price equal to 100% of the principal
amount, (2)] [at any time [on or after _____, 19__], as a whole or in part, at
the election of the Issuer, at the following redemption prices (expressed as
percentages of the principal amount of the Securities to be redeemed): If
redeemed [on or before ______, ____%, and if redeemed] during the 12-month
period beginning _____ of the years indicated,
Redemption Redemption
Year Price Year Price
---- ---------- ---- ----------
and thereafter at a redemption price equal to ____% of the principal amount, and
(3)] under the circumstances described in the next succeeding paragraph at a
redemption price equal to 100% of the principal amount of the Securities to be
redeemed, together in each case with accrued interest (except if the redemption
date is an Interest Payment Date) to the redemption date, but interest
installments on Registered Securities that are due on or prior to such
redemption date will be payable to the holders of such Securities of record at
the close of business on the relevant Record Dates referred to therein. [Partial
redemptions must be in an amount not less than U.S.$______. principal amount of
Securities.]
[As and for a sinking fund for the retirement of the Securities of this
series, the Issuer will, until all Securities of this series are paid or payment
thereof provided for, deposit with the Fiscal Agent, prior to _______ in each
year, commencing in _________ and ending in _____, an amount in cash sufficient
to redeem on such ______ [not less than U.S.$_____ and not more than ]
U.S.$______ principal amount of Securities of this series at the redemption
price specified above for redemption through operation of the sinking fund. [The
minimum amount of any sinking fund payment as specified in this Paragraph is
herein referred to as a "mandatory sinking fund payment", and any payment in
excess of such minimum amount is herein referred to as an "optional sinking fund
payment".] The cash amount of any [mandatory] sinking fund payment is subject to
reduction as provided below. Each sinking fund payment shall be applied to the
redemption of Securities of this series on such _______ as herein provided. [The
right to redeem Securities of this series through optional sinking fund payments
shall not be cumulative and to the extent not availed of any sinking fund
redemption date will terminate.]]
[Notwithstanding the foregoing, the Issuer may not, prior to _____,
redeem any Securities of this series as [an optional sinking fund payment]
contemplated by the preceding paragraph as a part of, or in anticipation of, any
refunding operation by the application, directly or indirectly, of monies
borrowed having an interest cost to the Issuer (calculated in accordance with
generally accepted financial practice) of less than ____% per annum.]
[Securities of this series acquired or redeemed by the Issuer otherwise
than through [mandatory] sinking fund payments may be credited against
subsequent [mandatory] sinking payments otherwise required to be made [in the
inverse order in which they become due].]
9
[The Issuer (i) may deliver outstanding Securities of this series
(other than any previously called for redemption) together, in the case of
Bearer Securities, with all unmatured Coupons appertaining thereto and (ii) may
apply as a credit Securities of this series which have been redeemed otherwise
than through the application of [mandatory] sinking fund payments, in each case
in satisfaction of all or any part of any [mandatory] sinking fund payment and
the amount of such [mandatory] sinking fund payment shall be reduced
accordingly.]
[In the case of any partial redemption of Securities of this series
pursuant to the sinking fund or at the option of the Issuer, the Securities to
be redeemed shall be selected by the Fiscal Agent not more than 60 days prior to
the redemption date from the outstanding Securities not previously called for
redemption, in the case of Bearer Securities, individually by lot and, in the
case of Registered Securities, by such method as the Fiscal Agent shall deem
fair and appropriate and which may provide for the selection for redemption of
portions (equal to U.S.$______ or any integral multiple thereof) of the
principal amount of Registered Securities of a denomination larger than
U.S.$_______.]
[This Security shall be redeemed, at the option of the bearer thereof,
upon the occurrence, on or after ______, of a Redemption Event (as hereinafter
defined), at a redemption price equal to 100% of the principal amount of this
Security, together with interest accrued thereon to the date of redemption;
provided, however, that the right of the bearer to present this Security for
redemption shall, if the Issuer gives a Notice of Redemption Event (as
hereinafter defined), terminate upon expiration of the Option Period (as
hereinafter defined) relating to such Redemption Event. In the event of the
occurrence of more than one Redemption Event, each such Redemption Event shall
be deemed to confer upon the bearer of this Security a separate right of
redemption.]
[The Issuer agrees that, if a Redemption Event occurs, it will promptly
give written notice thereof to the Fiscal Agent (a "Notice of Redemption
Event"). Promptly after receiving such Notice of Redemption Event, the Fiscal
Agent shall give notice by publication to the bearer of this Security (a "Notice
of Right to Tender") stating that a Redemption Event has occurred and including
a form of notice (a "Redemption Notice") pursuant to which the bearer of this
Security may elect to cause redemption. If the Issuer so gives a Notice of
Redemption Event (i) the bearer of this Security shall, if such bearer elects to
cause redemption of this Security, deliver the Redemption Notice, together with
the certificate or certificates representing the Securities to be redeemed, to
the Fiscal Agent within a period of 60 days (the "Option Period") of the date of
the Notice of Right to Tender, and (ii) the Issuer shall select a date for
redemption (the "Redemption Date"), which shall be within 60 days from the end
of the Option Period, and, on the Redemption Date, shall redeem the Securities
tendered for redemption within the Option Period. At least 10 days prior to the
Redemption Date, the Issuer shall [(i)] deliver notice of the Redemption Date in
the manner provided for herein to each bearer who requested redemption[, or (ii)
publish notice of the Redemption Date in the manner provided for herein, as the
case may be].]
[Insert description of those events, if any, which constitute
Redemption Events.]
[Notices to redeem Securities shall be given to holders of Bearer
Securities by publication at least once in a leading daily newspaper in the
English language of general
10
circulation in the Borough of Manhattan, The City of New York and in Europe
(which, so long as the Securities of this series are listed on the Luxembourg
Stock Exchange and such Exchange shall so require, shall be a daily newspaper of
general circulation in Luxembourg) and to holders of Registered Securities in
writing mailed, first-class postage prepaid, to each holder of Registered
Securities, or portions thereof, so to be redeemed, at his address as it appears
in the register hereinabove referred to. In the case of a redemption in whole at
the option of the Issuer, such notice will be given once not more than 60 days
nor less than 30 days prior to the date fixed for redemption. In the case of a
partial redemption at the option of the Issuer, notice will be given twice, the
first such notice (the "First Partial Redemption Notice") to be given not more
than 60 days nor less than 45 days prior to the date fixed for redemption and
the second such notice (the "Second Partial Redemption Notice") to be given at
least 20 days thereafter but not less than 30 days prior to the date fixed for
redemption.]
[The term "daily newspaper" as used herein shall be deemed to mean a
newspaper customarily published on each business day, whether or not it shall be
published in Saturday, Sunday or holiday editions. If by reason of the
suspension of publication of any newspaper or of regular mail service, or by
reason of any other cause, it shall be impracticable to give notice to the
holders of Bearer Securities in the manner prescribed herein, then such
notification in lieu thereof as shall be made by the Issuer or by the Fiscal
Agent on behalf of and at the instruction of the Issuer shall constitute
sufficient provision of such notice, if such notification shall, so far as may
be practicable, approximate the terms and conditions of the publication or
mailed notice in lieu of which it is given. Neither the failure to give notice
nor any defect in any notice given to any particular holder of a Security shall
affect the sufficiency of any notice with respect to other Securities. Such
notices will be deemed to have been given on the date of such publication or
mailing or, if published in such newspapers on different dates, on the date of
the first such publication. Notices to redeem Securities shall specify the date
fixed for redemption, the Securities to be redeemed, the applicable redemption
price, the place or places of payment, that payment will be made upon
presentment and surrender of the Securities to be redeemed (or portion thereof
in the case of a partial redemption of a Registered Security), together, in the
case of a Bearer Security, with all appurtenant Coupons, if any, maturing
subsequent to the date fixed for redemption, that interest accrued to the date
fixed for redemption (unless such date is an Interest Payment Date) will be paid
as specified in said notice, and that on and after said date interest thereon
will cease to accrue [and that such redemption is for the sinking fund if such
is the case]. [If the redemption is pursuant to the provisions hereof relating
to redemption permitted as a result of the occurrence or satisfaction of any
condition or conditions precedent thereto, such notice shall also state that
such condition or conditions precedent have occurred or been satisfied and, if
such provisions so require, state that the Issuer has elected to redeem all the
Securities of this series.] [In addition, in the case of a partial redemption,
the First Partial Redemption Notice shall specify the last date prior to the
Second Partial Redemption Notice on which exchanges or registration of transfers
of Securities may be made and the second Partial Redemption Notice shall also
specify the Securities called for redemption and the aggregate principal amount
of the Securities of this series to remain outstanding after the redemption.]]
[If notice of redemption has been given in the manner set forth
herein, the Securities so to be redeemed shall become due and payable on the
redemption date specified in such notice and upon presentation and surrender of
the Securities at the place or places specified in such notice, together in the
case of Bearer Securities with all appurtenant Coupons, if any,
11
maturing subsequent to the redemption date, the Securities shall be paid and
redeemed by the Issuer at the places, in the manner and currency and at the
redemption price herein specified together with accrued interest (unless the
redemption date is an Interest Payment Date) to the redemption date; provided,
however, that interest due on or prior to the redemption date on Bearer
Securities shall be payable only upon the presentation and surrender of Coupons
for such interest at an office or agency outside the United States unless
payment of the full amount so payable at each such office or agency outside the
United States is illegal or effectively precluded because of the imposition of
exchange controls or other similar restrictions on the full payment or receipt
of such amount in the coin or currency in which such payment is to be made. If
any Bearer Security surrendered for redemption shall not be accompanied by all
appurtenant Coupons maturing after the redemption date, such Security may be
paid after deducting from the amount otherwise payable an amount equal to the
face amount of all such missing Coupons, or the surrender of such missing Coupon
or Coupons may be waived by the Issuer and the Fiscal Agent if they are
furnished with such security or indemnity as they may require to save each of
them and each other paying agency of the Issuer harmless. From and after the
redemption date, if monies for the redemption of Securities called for
redemption shall have been made available at the corporate trust office of the
Fiscal Agent for redemption on the redemption date, the Securities called for
redemption shall cease to bear interest, the Coupons for interest appertaining
to Bearer Securities maturing subsequent to the redemption date shall be void,
and the only right of the holders of such Securities shall be to receive payment
of the redemption price together with accrued interest (unless the redemption
date is an Interest Payment Date) to the redemption date as aforesaid. If monies
for the redemption of the Securities are not made available for payment until
after the redemption date, the Securities called for redemption shall not cease
to bear interest until such monies have been so made available.]
Each of the following events will constitute an "Event of Default"
under the Securities:
(a) default in any payment of principal of or premium (if any) on any
Security of this series (whether at maturity, upon redemption or
otherwise), or in any payment of interest on any Security of this series,
[or in any deposit of any sinking fund payment in respect of the Securities
of this series,] and the continuance of any such default for a period of 30
days; or
(b) default in the performance of or breach of any other covenant or
agreement contained in the Securities of this series for a period of 60
days after the date on which written notice of such default requiring the
Issuer to remedy the same and stating that such notice is a "Notice of
Default" shall first have been given to the Issuer at the office of the
Fiscal Agent by the holders of at least 10% in aggregate principal amount
of the Securities of this series at the time outstanding; or
(c) failure by the Issuer to pay (i) any Public External Indebtedness
of the Issuer (other than Public External Indebtedness constituting
guarantees by the Issuer) with an aggregate principal amount in excess of
U.S.$30,000,000 (or its equivalent in other currencies) as and when such
Public External Indebtedness becomes due and payable (beyond any applicable
grace period) (whether at maturity, upon acceleration by reason of any
default or otherwise) or (ii) any Public External Indebtedness constituting
12
guarantees by the Issuer with an aggregate principal amount in excess
of U.S.$30,000,000 (or its equivalent in other currencies) as and when
such Public External Indebtedness becomes due and payable (whether at
maturity, upon acceleration by reason of any default or otherwise) and
such failure continues until the earlier of (A) the expiration of any
applicable grace period or 30 days, whichever is longer or (B) the
acceleration of any such Public External Indebtedness by any holder
thereof; or
(d) the Issuer declaring a moratorium on the payment of any
Public External Indebtedness (including obligations arising under
guarantees) of the Issuer.
[If the Security is not a "Collective Action Security" (as defined in the Fiscal
Agency Agreement), insert--Upon the occurrence and during the continuance of an
Event of Default, each bearer of this Security may, at such bearer's option,
declare [if the Security is not an Original Issue Discount Security, insert--the
principal of this Security and the interest accrued hereon] [if the Security is
an Original Issue Discount Security, insert--an amount of principal of this
Security determined as hereinafter provided] to be due and payable immediately
by written notice to the Issuer and the Fiscal Agent at its corporate trust
office, and unless all such defaults shall have been cured by the Issuer prior
to receipt of such written notice, [if the Security is not an Original Issue
Discount Security, insert--the principal of this Security and the interest
accrued hereon] [such amount] shall become and be immediately due and payable;
provided, however, that in the case of any event described in clause (b) above,
any notice declaring the Securities of this series due and payable shall, unless
at the time such notice is received any event described in clauses (a), (c) or
(d) entitling holders of Securities of this series to declare their Securities
due has occurred and is continuing, become effective only when the Fiscal Agent
has received such notices from the holders of at least twenty-five percent in
principal amount of all Securities of this series then outstanding. Securities
held by the Issuer shall not be considered "outstanding" for purposes of the
preceding sentence. [The amount referred to in the second preceding sentence
shall be equal to--insert formula for determining the amount.]] [If the Security
is a Collective Action Security, insert--Upon the occurrence and during the
continuance of an Event of Default, then, and in every such case, the Fiscal
Agent shall, upon the instruction of the holders of not less than twenty-five
percent of the aggregate principal amount of the Securities of this series then
outstanding, by written demand given to the Issuer (with a copy to the Fiscal
Agent), declare all the Securities of this series to be, and [if the Security is
not an Original Issue Discount Security, insert--the principal amount of the
Securities of this series and the interest accrued thereon,] [if the Security is
an Original Issue Discount Security, insert--an amount of principal of the
Securities of this series determined as hereinafter provided,] shall thereupon
become, immediately due and payable, unless prior to receipt of such demand by
the Issuer all such Events of Default shall have been cured, waived or otherwise
remedied. If the Event or Events of Default giving rise to a declaration of
acceleration have been cured, waived or otherwise remedied as provided herein,
then, and in every such case, the holders of more than fifty percent of
aggregate principal amount of all Securities of this series then outstanding,
may, by their affirmative vote or written consent, on behalf of all the holders
of such series of Securities, rescind such declaration of acceleration and its
consequences. For purposes of the two preceding sentences, "outstanding" shall
have the meaning set forth in Section 13(f) of the Fiscal Agency Agreement. [The
amount referred to in the second preceding sentence shall be equal to--insert
formula for determining the amount.]] Upon payment of the amount of principal so
declared due and payable, all of the Issuer's obligations in respect of the
payment of the
13
principal of and interest, if any, on the Securities of this series shall
terminate. As used herein, "External Indebtedness" means any obligation for the
payment or repayment of money borrowed and guarantees of the Issuer in respect
of moneys borrowed by others that is denominated in a currency other than the
currency of the Republic of Korea and "Public External Indebtedness" means any
External Indebtedness represented by bonds, debentures, notes or other
securities that are, or were intended at the time of issuance to be, quoted,
listed or traded on any securities exchange or other securities market
(including, without limiting the generality of the foregoing, securities
eligible for resale pursuant to Rule 144A under the U.S. Securities Act of 1933,
as amended (or any successor law or regulation of similar effect)). No periodic
evidence is required to be furnished by the Issuer as to the absence of
defaults.
A meeting of holders of the Securities of this series may be called in
accordance with the Fiscal Agency Agreement by the Issuer, the Fiscal Agent or
the holders of at least 10% in aggregate principal amount of the Securities of
this series then outstanding, to make, give or take any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
the Fiscal Agency Agreement or this Security to be made, given or taken by the
holders of the Securities of this series or to modify, amend, supplement or
waive the terms of the Securities of this series or the Fiscal Agency Agreement.
[If the Security is not a Collective Action Security, insert--Section
12 of the Fiscal Agency Agreement, which Section is hereby incorporated mutatis
mutandis by reference herein, provides that, with certain exceptions as therein
provided, (i) upon the affirmative vote of the holders of not less than 66 2/3%
in aggregate principal amount of the Securities of this series then outstanding
represented at a meeting of holders duly called pursuant thereto (or of such
other percentage as may be set forth in the text of this Security with respect
to the action being taken), or (ii) with the written consent of the holders of
not less than 66 2/3% in aggregate principal amount of the Securities of this
series then outstanding (or of such other percentage as may be set forth in the
text of this Security with respect to the action being taken), the Issuer and
the Fiscal Agent may modify, amend, supplement or waive the terms of the
Securities of this series or, insofar as respects the Securities of this series,
the Fiscal Agency Agreement, in any way, and the holders of the Securities of
this series may make, take or give any request, demand, authorization,
direction, notice, consent, waiver or other action provided by the Fiscal Agency
Agreement or the Securities of this series to be made, given or taken by the
holders of the Securities of this series. Any such modification, amendment,
supplement, consent, waiver or other action shall be conclusive and binding on
the registered Holder of this Security and on all future registered Holders of
this Security and of any Security issued upon the registration of transfer
hereof or in exchange herefor or in lieu hereof, whether or not notation thereof
is made upon this Security.]
[If the Security is a Collective Action Security, insert--Section 13
of the Fiscal Agency Agreement, which section is hereby incorporated mutatis
mutandis by reference herein, provides that, (a)(i) upon the affirmative vote of
the holders of not less than 66 2/3% in aggregate principal amount of the
Securities of this series then outstanding represented at a meeting of holders
duly called pursuant to the Fiscal Agency Agreement (or of such other percentage
as may be set forth in the text of this Security with respect to the action
being taken), or (ii) with the written consent of the holders of not less than
66 2/3% in aggregate principal amount of the Securities of this series then
outstanding (or of such other percentage as may be set forth in the
14
text of this Security with respect to the action being taken), the Issuer and
the Fiscal Agent may modify, amend, supplement or waive the terms of the
Securities of this series or, insofar as respects the Securities of this series,
the Fiscal Agency Agreement, in any way, other than a modification, amendment,
supplement or waiver constituting a Reserved Matter and the holders of the
Securities of this series may make, take or give any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
the Fiscal Agency Agreement or the Securities of this series to be made, given
or taken by the holders of the Securities of this series, other than a waiver or
other action constituting a Reserved Matter, and (b)(i) at any meeting of
holders of the Securities of this series duly called and held pursuant to the
Fiscal Agency Agreement, upon the affirmative vote, in person or (in the case of
registered owners of the Securities of this series) by proxy thereunto duly
authorized in writing, of the holders of not less than seventy-five percent of
the aggregate principal amount of the Securities of this series then
outstanding, or (ii) with the written consent of the owners of not less than
seventy-five percent of the aggregate principal amount of the Securities of this
series then outstanding, the Issuer and the Fiscal Agent may make any
modification, amendment, supplement or waiver of the Fiscal Agency Agreement or
the terms and conditions of the Securities of this series that would (A) change
the due date for the payment of the principal of (or premium, if any) or any
installment of interest on the Securities of this series, (B) reduce the
principal amount of the Securities of this series, the portion of such principal
amount which is payable upon acceleration of the maturity of the Securities of
this series, the interest rate thereon or the premium payable upon redemption
thereof, (C) change the coin or currency in which or the required places at
which payment with respect to interest, premium or principal in respect of the
Securities of this series is payable, (D) shorten the period during which the
Issuer is not permitted to redeem the Securities of this series, or permit the
Issuer to redeem the Securities of this series if, prior to such action, the
Issuer is not permitted to do so, (E) reduce the proportion of the principal
amount of the Securities of this series the vote or consent of the holders of
which is necessary to modify, amend, supplement or waive the Fiscal Agency
Agreement or the terms and conditions of the Securities of this series or to
make, take or give any request, demand, authorization, direction, notice,
consent, waiver or other action provided hereby or thereby to be made, taken or
given, or change the definition of "outstanding" with respect to the Securities
of this series, (F) change the obligation of the Issuer to pay Additional
Amounts with respect to the Securities of this series, (G) change the governing
law provision of the Securities of this series, (H) change the courts to the
jurisdiction of which the Issuer has submitted, the Issuer's obligation to
appoint and maintain an Authorized Agent in the Borough of Manhattan, The City
of New York or the Issuer's waiver of immunity, in respect of actions or
proceedings brought by any holder based upon the Securities of this series, (I)
in connection with an exchange offer for the Securities of this series, amend
any Event of Default under the Securities of this series, or (J) change the
status of the Securities of this series, as described in the second paragraph of
the Terms and Conditions of the Securities of this series. Each of the actions
set forth in clauses (A) through (J) of the preceding sentence is referred to
herein as a "Reserved Matter".
Pursuant to Section 13(f) of the Fiscal Agency Agreement, for purposes
of determining whether the required percentage of holders of the Securities of
this series has approved any amendment, modification or change to, or waiver of,
the Securities of this series or the Fiscal Agency Agreement, or whether the
required percentage of holders has delivered a notice of acceleration of the
Securities of this series, Securities of this series owned, directly or
indirectly, by the Issuer or any public sector instrumentality of the Issuer
will be disregarded and
15
deemed not to be outstanding, except that in determining whether the Fiscal
Agent shall be protected in relying upon any amendment, modification, change or
waiver, or any notice from holders, only Securities of this series that the
Fiscal Agent knows to be so owned shall be so disregarded. As used in this
paragraph, "public sector instrumentality" means The Bank of Korea, any
department, ministry or agency of the Issuer or any corporation, trust,
financial institution or other entity majority-owned and controlled by the
Issuer or any of the foregoing, and "control" means the power, directly or
indirectly, through the ownership of voting securities or other ownership
interests or otherwise, to direct the management of or elect or appoint a
majority of the board of directors or other persons performing similar functions
in lieu of, or in addition to, the board of directors of a corporation, trust,
financial institution or other entity.]
Notwithstanding the foregoing, the Fiscal Agency Agreement and the
terms of the Securities may be modified or amended by the Issuer and the Fiscal
Agent, without the consent of any holders of Securities [or Coupons], for the
purpose of (i) adding to the covenants of the Issuer for the benefit of the
holders of Securities [or Coupons], or (ii) surrendering any right or power
conferred upon the Issuer, or (iii) securing the Securities pursuant to the
requirements of the Securities or otherwise, or (iv) curing any ambiguity or
curing, correcting, supplementing or waiving any defective provision contained
in the Securities [or Coupons] or in the Fiscal Agency Agreement, and (v)
amending the Fiscal Agency Agreement or the Securities of this series in any
other manner which shall not be inconsistent with the provisions of this
Security and shall not adversely affect the interests of the holder of this
Security, to all of which each holder of any Security [or Coupon], by acceptance
thereof, consents.
Any modification, amendment, supplement, consent, waiver or other
action made or obtained in accordance with the procedures set forth herein and
in the Fiscal Agency Agreement shall be conclusive and binding on the registered
Holder of this Security and on all future registered Holders of this Security
and of any Security issued upon the registration of transfer hereof or in
exchange herefor or in lieu hereof, whether or not notation thereof is made upon
this Security.
The Issuer may, from time to time, without the consent of the holders
of the Securities of this series, create and issue further notes, bonds or
debentures having the same terms and conditions as the Securities of this series
in all respects [(or in all respects except for the payment of interest on the
Securities of this series on the first Interest Payment Date following such date
of issuance and for the interest paid on the Securities prior to the issuance of
the additional Securities)] so that such further issue shall be consolidated and
form a single series with the outstanding Securities of this series. Any further
notes, bonds, debentures forming a single series with the outstanding Securities
of this series constituted by the Fiscal Agency Agreement or any agreement
supplemental to it shall, and any other notes, bonds or debentures may (with the
consent of the Fiscal Agent), be constituted by an agreement supplemental to the
Fiscal Agency Agreement.
No reference herein to the Fiscal Agency Agreement and no provision of
this Security or of the Fiscal Agency Agreement shall alter or impair the
obligation of the Issuer to pay the principal or (and premium, if any, on) [and
interest on] this Security at the times, place and rate, and in the coin or
currency, herein prescribed.
16
This Security and each Coupon appertaining hereto shall be governed by
and construed in accordance with the laws of the State of New York, except with
respect to authorization, execution and delivery by the Issuer.
17
FORM OF COUPON
[Form of Face of Coupon]
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.
(R-)___________________________________
Dollars
Due................................
THE REPUBLIC OF KOREA
[Title of Series of Securities]
Unless the Security to which this Coupon appertains shall have been
called for previous redemption and payment thereof duly provided for, on the
date set forth hereon, THE REPUBLIC OF KOREA (the "Issuer") will pay by check to
bearer, upon presentation and surrender hereof, the amount shown hereon
(together with any Additional Amounts in respect thereof which the Issuer may be
required to pay according to the terms of said Security) at the paying agencies
set out on the reverse hereof or at such other places outside the United States
of America (including the States and the District of Columbia), its territories,
its possessions and other areas subject to its jurisdiction as the Issuer may
from time to time determine and notify to the holders of Securities, being the
interest then payable on said Security.
THE REPUBLIC OF KOREA
By ____________________________
Name:
Title:
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[Form of Reverse of Coupon]
PAYING AGENTS
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