Republic of Korea in Notes Offering

December 7, 2006

Cleary Gottlieb represented the Republic of Korea (the “ROK”) in its €375,000,000 4.250% notes due 2021 and US$500,000,000 5.125% notes due 2016. The notes were listed on the Singapore Stock Exchange and registered with the SEC. The offering closed on December 7.

The ROK global notes included Collective Action Clauses (CACs), which are designed to promote expeditious and orderly restructurings and workout procedures for sovereign debtors should a sovereign debt crisis ever occur. One of the most important CACs in the ROK notes is a majority amendment clause, which allows the holders of 75% of the outstanding principal amount of the notes to approve changes to the payment terms and other key provisions of the notes.

This offering was a takedown from the ROK’s $5 billion debt shelf registration statement filed with the SEC in September 2004. Barclays Capital, Citigroup, Credit Suisse and The Korea Development Bank were the joint lead managers and bookrunners for the transaction.