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Legal Questionnaire --------------------------------------------------------

LEGAL QUESTIONNAIRE

We, THE EXPORT-IMPORT BANK OF KOREA (hereinafter referred to as the "Bank") which has been entrusted by the Ministry of Finance and Economy of the Republic of Korea with certain business activities concerning the operation and management of the Economic Development Cooperation Fund, are sending this Questionnaire to the Borrower to know the legal background of the Borrower's country pertaining to the raising of loans abroad, including loans to be made by the Bank (hereinafter referred to as the "Loan"). As the Bank prepares the draft loan agreement in light of the answers to this Questionnaire, it is requested that the answers be prepared or certified by a person in a position to state objectively and authoritatively what the legal background is.

It is requested that each answer to a question contained in this Questionnaire indicate the titles, articles and sections of the laws and regulations upon which that answer is based, and that the Bank be provided with certified copies of all such laws and regulations together with a certified English translation of each.

Where it is expected that the Borrower will be an organization other than the Government, the Borrower is required to obtain and deliver to the Bank a guarantee for the Loan executed by the Government or the Central Bank. In such cases, both "A" questions (excluding item No.6.(1)) and "B" questions must be answered.

Note : Should any change or amendment relevant to the matters mentioned in the answers to this Questionnaire occur, the Borrower is requested to inform us immediately.

Legal Questionnaire --------------------------------------------------------

A. Questions with regard to the Borrower

1. The Bank wishes to know the legal grounds, under the laws and regulations of your country, for authorization of long-term loans in foreign currency and the legal restrictions, if any, on loan amount, terms and conditions of the loan, etc. 2. (1) Under the laws and regulations of your country, which will be the "Borrower" of the Loan, the Government or any other entity ? (2) Under the laws and regulations of your country, who has the power and authority to make, sign and deliver a loan agreement between the Bank and the Borrower (hereinafter referred to as the "Loan Agreement") on behalf of the Borrower ? (3) Should the above authority be delegated to another person, who has the power and authority to issue a "Power of Attorney"(Form No.1) certifying that that person is duly authorized and empowered to make, sign and deliver the Loan Agreement ? 3. What domestic procedures (before as well as after the signing of the Loan Agreement) are required to be followed under the laws and regulations of your country when the Borrower incurs the long-term debt under the Loan Agreement ? How long does it normally take to complete the said domestic procedures? 4. As a condition for the entry into force of a Loan Agreement, the Borrower is requested to furnish the Bank with a "Legal Opinion on Loan Agreement" (Form No. 2) in writing immediately after the signing of the Loan Agreement. ( See section 11.01-(c) of the General Terms and Conditions Applicable to EDCF Loan Agreements) In this connection, the Bank wishes to know who has the power and authority to prepare such Legal Opinion ( e. g. the Minister of Justice or the AttorneyGeneral ).

Legal Questionnaire -------------------------------------------------------5. With regard to the Power of Attorney mentioned in 2.(3) above and the Legal Opinion on Loan Agreement mentioned in 4 above, who has the power and authority to attest to the genuineness of the signatures of the persons who prepared these documents ? 6. (1) (To be answered only when the Borrower is the Government). Which Ministry (Department) of the Borrower will act in the name of the Borrower to implement the Loan Agreement after it has become effective ? (2) Who has the power and authority to prepare an "Evidence of Authority" (Form No. 3) for the persons who will make, sign and deliver the documents necessary for the implementation of the Loan Agreement on behalf of the Borrower ? (See Section 11.01-(a) of the General Terms and Conditions Applicable to EDCF Loan Agreements). (3) Which organization has the power and authority to implement the "Project" (actual construction work, operation, maintenance, etc.) to be financed out of the proceeds of the Loan ? Please indicate the official name of the organization. If the Borrower is to make a loan(s) to the above organization out of the proceeds of the Loan for the implementation of the Project, what will the terms and conditions of such loan(s) be ? (4) Which organization will carry out procurement of goods and services necessary for the implementation of the Project, including presentation of the documents concerned to the Bank on behalf of the Borrower ? (5) Which bank is expected to be authorized to handle the procedures for disbursement of the proceeds of the Loan, including the issuance of letters of credit on behalf of the Borrower ? (6) Which organization and/or bank are expected to be authorized to handle the procedures for debt servicing, including repayment of principal, and payment of interest and other charges ?

Legal Questionnaire --------------------------------------------------------

(7) Please inform the Bank of the name, address, cable address, telex No. and facsimile No, if any, of the Borrower at which any notice or request required or permitted under the Loan Agreement shall be given or made. (See Section 12.05 of the General Terms and Conditions Applicable to EDCF Loan Agreements) 7. Section 10.02 (Arbitration) of the General Terms and Conditions Applicable to EDCF Loan Agreements provides that all disputes or controversies arising from the Loan shall be submitted to arbitration by an Arbitral Tribunal established under the provisions of that Section. In this connection, please answer the following questions : (1) Is the agreement as contemplated under Section 10.02 of the General Terms and Conditions Applicable to EDCF Loan Agreements to finally settle all disputes or controversies which may arise from the Loan by arbitration valid under the laws of your country ? (2) Is your country a party to any international arbitration treaty (e. g. "The United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards" done at New York, June 10, 1958) ? (Korea is a party to this treaty.) (3) Is there any legal restriction in your country on the recognition and enforcement of arbitral award made abroad ? What about when the arbitral award is made in your country ? Please explain each such restriction., if any, in detail. 8. Is there any legal restriction on the Borrower's accepting the international monetary practice that the validity, interpretation and performance of a loan agreement shall be governed by the laws and regulations of the lender's country, in this case, the laws and regulations of the Republic of Korea ? (See Section

Legal Questionnaire -------------------------------------------------------10.01 of the General Terms and Conditions Applicable to EDCF Loan Agreements) 9. Are the repayments of the Loan and the payments of interest thereon to be made exempt, fully and without limitation, from any foreign exchange restriction and fiscal levies or taxes of or in your country ? Is it required by law to make any deduction or withholding from such payments ? 10. Do and will the obligations of the Borrower to repay the Loan and pay interest thereon rank at least pari passu with any other debts of the Borrower other than short-term debts?

B. Questions with regard to the Guarantor

1. Under the laws and regulations of your country, which will be the Guarantor guaranteeing any and all liabilities of the Borrower arising from or in connection with the Loan Agreement, the Government or the Central Bank ? 2. The Bank wishes to know the legal grounds, under the laws and regulations of your country, for the authorization given to the Guarantor to assume such guarantee obligations and the legal restrictions, if any. 3. What domestic procedures are required to be followed under the laws and regulations of your country when the Guarantor incurs such guarantee obligations ? How long does it normally take to complete the said domestic procedures ? 4. (1) Who has the power and authority to make, sign and deliver the "Guarantee for the Loan" (Form No. 4) on behalf of the Guarantor under the laws and regulations of your country ? (2) When the office of the person who has the above authority is vacant, to whom is it delegated ?

Legal Questionnaire --------------------------------------------------------

5. As a condition for the entry into force of a Loan Agreement, the Borrower is requested to furnish the Bank with a "Legal Opinion on Guarantee" (Form No. 5) in writing immediately after the signing of the Loan Agreement. (See Section 11.01-(c) of the General Terms and Conditions Applicable to EDCF Loan Agreements) In this connection, the Bank wishes to know who has the power and authority to prepare such Legal Opinion. 6. With regard to the Guarantee for the Loan mentioned in 4 above and the Legal Opinion on Guarantee mentioned in 5 above, who has the power and authority to attest to the genuineness of the signatures of the persons who prepared these documents ? 7. Please inform the Bank of the name, address, cable address, telex No. and facsimile No, if any, of the Guarantor at which any notice or request required or permitted under the Loan Agreement and/or the Guarantee shall be given or made. (See Section 12.05 of the General Terms and Conditions Applicable to EDCF Loan Agreements) 8. Do and will the obligations of the Guarantor under the Guarantee rank at least pari passu with any other debts of the Guarantor other than short-term debts ?

Legal Questionnaire --------------------------------------------------------

(Form No. 1)

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS : That, I, ( Name ) , ( Title ) , do hereby appoint, , my true and lawful attorney and representative, for me, and in my place and stead, to sign and deliver on behalf of ( Name of Borrower ) the Loan Agreement for Project for an aggregate amount of the Loan not exceeding Korean Won ( ) as principal between (Name of Borrower) and THE EXPORT-IMPORT BANK OF KOREA ; That I do hereby ratify and confirm all that my said attorney shall lawfully do by virtue of these presents. And that I do hereby declare that the Loan Agreement made, signed and delivered by my said attorney shall be valid and binding on ( Name of Borrower ) as though the same were signed personally by me ; and That THE EXPORT-IMPORT BANK OF KOREA shall be protected in relying upon this Power of Attorney. IN WITNESS WHEREOF, I have hereunto set my hand and official seal this day of of the year .

By : (Authorized Signature)

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(Form No. 2)

Legal Opinion on Loan Agreement


Date: The Export-Import Bank of Korea Seoul, Republic of Korea Attention:

Re: EDCF Loan Agreement No.

for

Project

With respect to the EDCF Loan to be extended by the Export-Import Bank of Korea (the "Bank") to (the "Borrower") in the amount of Korean won ( ) in accordance with the terms and conditions of Loan Agreement No. , dated , between the Bank and the Borrower (the "Loan Agreement"), I, the undersigned, acting as legal counsel for the Borrower, certify as follows: I have considered and examined, among other things, the following documents: (a) The Agreement dated and the Arrangement dated between the Government of (Name of Borrower's Country) and the Government of the Republic of Korea; (b) The Loan Agreement; (c) Evidence of authority and specimen signatures issued by ; (d) Such other documents as I have considered necessary or desirable for this opinion; and

Legal Questionnaire -------------------------------------------------------(e) All the laws and regulations in the country of the Borrower relevant to the power and authority of the Borrower to execute, deliver and perform the Loan Agreement.

Based upon the foregoing, I hereby certify as follows:

1. That the Loan Agreement has been made, signed and delivered, for and on behalf of the Borrower, by (Name and Title of Authorized Person), who has the power and authority to do so; 2. That the Borrower is authorized to borrow foreign currency funds from abroad and that the terms and conditions of the Loan Agreement are in compliance with the provisions of the laws of the Borrower's country; 3. That, therefore, the Loan Agreement has been duly authorized by and made, signed and delivered on behalf of the Borrower and constitutes a valid and binding obligation upon the Borrower with regard to all its terms and conditions; and 4. That the authorization and any other procedures necessary for implementation of the Loan Agreement have been duly effected and completed.

Very truly yours,

Name: Title:

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(Form No. 3)

EVIDENCE OF AUTHORITY
Date : THE EXPORT-IMPORT BANK OF KOREA Seoul, Korea Attn : Director, EDCF Department Gentlemen : I, (Title) , hereby certify that the following persons are authorized to make, sign and deliver, on my behalf, the documents necessary for the implementation of Loan Agreement No. concluded between (Name of Borrower) and THE EXPORTIMPORT BANK OF KOREA. And I hereby declare that the said documents made, signed and delivered by the said persons shall be valid and binding on (Name of Borrower) as though the same were signed personally by me. The official titles and names of the authorized persons are as follows : 1. 2. 3. 4. (Official Title) (Name)

Specimen signatures of the above authorized persons are enclosed herewith. Very truly yours.

Legal Questionnaire -------------------------------------------------------(Name of Borrower) (Authorized Signature) Enclosure : Specimen Signatures

Specimen Signatures

1. 2. 3. 4.

(Official Title and Name)

(Signature)

Attested :

By (Authorized Signature)

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(Form No. 4)

Guarantee for the Loan


Date: The Export-Import Bank of Korea Seoul, Republic of Korea

Attention: President

In consideration of the Loan of (Amount of Loan) to be extended to (Name of Borrower) (the "Borrower") for Project by THE EXPORT-IMPORT BANK OF KOREA (the "Bank") under the Loan Agreement No. , dated between the Borrower and the Bank (the "Loan Agreement"), (Name of Guarantor) (the "Guarantor") hereby guarantees jointly and severally with the Borrower the due and punctual payment of the principal of, and the interest and any other charges on, the Loan as provided for in the Loan Agreement.

The Guarantor, furthermore, agrees that: (a) The Guarantor shall not be exempted from any of its liabilities under this Guarantee by reason of any extension of maturity, forbearance or concession given to the Borrower, any exercise of right or remedy against the Borrower, or any modification or amplification of the provisions of the Loan Agreement, provided that if the principal of the Loan is thereby increased, the Guarantor shall be exempted from its liabilities to the extent of such increase; and

Legal Questionnaire -------------------------------------------------------(b) So long as any amount due and payable by the Borrower under the Loan Agreement shall be outstanding and unpaid, the Guarantor shall:

(i) Not take any action which would prevent or interfere with the performance by the Borrower or any other beneficiaries of the Loan, if any, of obligations under the Loan Agreement; and (ii) Not, without prior written consent of the Bank, take any action for the dissolution or disestablishment of the Borrower or any other beneficiaries of the Loan, if any, or for the suspension of their activities. (c) The Guarantor waives notice of acceptance of this Guarantee, notice concerning principal and interest, and notice of dishonor or non-payment of any such liabilities.

Very truly yours,

(Name of Guarantor)

Name: Title:

Legal Questionnaire --------------------------------------------------------

(Form No. 5)

Legal Opinion on Guarantee

Date: The Export-Import Bank of Korea Seoul, Republic of Korea Attention:

Re: EDCF Loan Agreement No.

for

Project

With respect to the Guarantee dated given by (the "the Guarantor") in respect of the EDCF Loan to be extended by the Export-Import Bank of Korea (the "Bank") to (the "Borrower") in the amount of Korean won ( ) in accordance with the terms and conditions of Loan Agreement No. , dated , between the Bank and the Borrower (the "Loan Agreement"), I, the undersigned, acting as legal counsel for the Guarantor, certify as follows: I have considered and examined, among other things, the following documents: (a) The Agreement dated and the Arrangement dated between the Government of (Name of Borrower's Country) and the Government of the Republic of Korea; (b) The Loan Agreement; (c) The Guarantee;

Legal Questionnaire -------------------------------------------------------(d) Such other documents as I have considered necessary or desirable for this opinion; and (e) All the laws and regulations in the country of the Guarantor relevant to the power and authority of the Guarantee to execute, deliver and perform the Guarantee.

Based upon the foregoing, I hereby certify as follows: 1. That the Guarantor has the full power and authority, under the laws of the Guarantor's country, to guarantee the Loan made by the Bank to the Borrower in accordance with the terms and conditions of the Loan Agreement; 2. That the Guarantee was made, signed delivered by (Name and Title) who is authorized to do so for and on behalf of the Guarantor; 3. That, therefore, the Guarantee has been duly authorized by and made, signed and delivered on behalf of the Guarantor and constitutes a valid and binding obligation upon the Guarantor with regard to all its terms and conditions; and 4. That the authorization and any other procedures necessary for implementation of the Guarantee have been duly effected and completed.

Very truly yours,

Name: Title:

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