1. Interpretation

2. Facilities

3. Purpose

4. Conditions precedent

5. Utilisation — Loans

6. Utilisation — Letters of Credit

7. Tranche C Loans

8. Tranche D — Letters of Credit

9. Optional Currencies for Letters of Credit

10. Repayment

11. Prepayment and cancellation

12. Interest

13. Interest Periods

14. Market disruption

15. Taxes

16. Increased Costs

17. Mitigation

18. Payments

19. Guarantee and indemnity

20. Representations and warranties

21. Information covenants

22. Financial covenants

23. General covenants

24. Default

25. Security

26. The Administrative Parties

27. Evidence and calculations

28. Fees

29. Indemnities and Break Costs

30. Expenses

31. Amendments and waivers

32. Changes to the Parties

33. Disclosure of information

34. Set-off

35. Pro Rata Sharing

36. Severability

37. Counterparts

38. Notices

39. Language

40. Governing law

41. Enforcement

1. Original Parties

2. Conditions precedent documents

3. Form of Request

4. Forms of Transfer Certificate

5. Existing Facilities

6. Form of Compliance Certificate

7. Form of Accession Agreement

8. Form of Resignation Request

9. Form of Letter of Credit

10. Certificate of Receivables

11. Customer Limit Advice

 

Signatories

THE COMPANIES listed in Schedule 1 (Original Parties) as borrowers (in this capacity the Borrowers);

THE COMPANIES listed in Schedule 1 (Original Parties) as original guarantors (in this capacity the Original Guarantors);

THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED as coordinator (in this capacity the Coordinator);

THE FINANCIAL INSTITUTIONS listed in Schedule 1 (Original Parties) as original lenders (the Original Lenders);

CITIC KA WAH BANK LIMITED as issuing bank (in this capacity the Issuing Bank);

THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED as facility agent (in this capacity the Facility Agent);

HANG SENG BANK LIMITED as security trustee (in this capacity the Security Trustee);

THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED as factoring agent (in this capacity the Factoring Agent); and

STANDARD CHARTERED BANK (HONG KONG) LIMITED as security agent (in this capacity the Security Agent).

In this Agreement:

the assignment by Oriental Printed Circuits Limited in favour of the Factoring Agent of all its right, title and interest in and to the Without Recourse Receivable Contracts in form and substance satisfactory to the Factoring Agent; or

each Additional Assignment Document (if any).

for the Tranche A Facility, the period from and including the date of this Agreement to and including the date falling six months from the date of this Agreement;

for the Tranche B Facility, the period from and including the date of this Agreement to and including the date falling one month prior to the Final Maturity Date;

for the Tranche C Facility, the period from and including the date of this Agreement to and including the date falling one month prior to the Final Maturity Date; and

for the Tranche D Facility, the period from and including the date of this Agreement to and including the Final Maturity Date.

(in relation to any date for payment or purchase of euro), any TARGET Day; or

(in relation to any date for payment or purchase of a currency other than euro) the principal financial centre of the country of that currency.

an Event of Default; or

an event or circumstance which would be (with the expiry of a grace period, the giving of notice or the making of any determination under the Finance Documents or any combination of them) an Event of Default.

the pollution or protection of the environment;

the harm to or the protection of human health;

the conditions of the workplace; or

any emission or substance capable of causing harm to any living organism or the environment.

a general moratorium decreed by the government of the country in which the relevant Customer is situated or in which the Receivable is payable or any other measure or decision by any national, regional or local authority or state institution of any country affecting the payment of the Receivable;

the occurrence of rebellion and insurrection, revolution, riot, general strike, social or political disorder, civil commotion or war including civil war or hostilities, total or partial occupation of the territory by a foreign power or terrorist action;

any measure or decision of a government which in whole or in part prevents performance of contractual obligations by a Customer under a Contract, in particular, with regard to the transfer of funds in the currency required under the Contract to the Factoring Agent or the Security Trustee or the conversion of a currency into the currency required for payment under the Contract or the confiscation, requisition or destruction of the Goods;

a delay in transfer of payments caused by banks and other fund transfer systems;

the ionising, radioactive, toxic, explosive or other hazardous or contaminating properties or effects of any explosive nuclear assembly or component thereto, nuclear fuel, combustion or waste affecting the payment of the Receivable;

political events or economic difficulties or legislative or administrative measures which prevent or delay the transfer to the Factoring Agent or the Security Trustee of payments or deposits due in respect of the Contract; or

a natural disaster, flood, storm, typhoon or other act of God or any nuclear explosion or contamination, leak of radioactivity, nuclear reaction, nuclear radiation or radioactive contamination,

on or before the date it becomes a Lender; or

by not less than five Business Days’ notice,

this Agreement;

a Security Document;

an Assignment Document;

a Fee Letter;

a Transfer Certificate;

an Accession Agreement;

a Resignation Request (if any); or

any other document designated as such by the Facility Agent and the Borrowers.

moneys borrowed;

any amount raised by acceptance under any acceptance credit facility;

any bond, note, debenture, loan stock or other similar instrument;

any redeemable preference share;

any agreement treated as a finance or capital lease in accordance with GAAP;

receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);

the acquisition cost of any asset or service to the extent payable before or after its acquisition or possession by the party liable where the advance or deferred payment:

is arranged primarily as a method of raising finance or of financing the acquisition of that asset or service or the construction of that asset or service; or

involves a period of more than six months before or after the date of acquisition or supply;

any derivative transaction protecting against or benefiting from fluctuations in any rate or price (and, except for non-payment of an amount, the then mark-to-market value of the derivative transaction will be used to calculate its amount);

any other transaction (including any forward sale or purchase agreement) which has the commercial effect of a borrowing;

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

any guarantee, indemnity or similar assurance against financial loss of any person in respect of any item referred to in the above paragraphs.

an additional or increased cost;

a reduction in the rate of return from a Facility or on a Finance Party’s (or its Affiliate’s) overall capital; or

a reduction of an amount due and payable under any Finance Document,

by reference to which interest on a Loan or an overdue amount is calculated; or

for which the Issuing Bank may be under a liability under a Letter of Credit.

an Original Lender; or

any person which becomes a Party in accordance with Subclause 32.2 (Assignments and transfers by Lenders).

the applicable Screen Rate; or

if no Screen Rate is available for the relevant currency or Interest Period of that Loan or overdue amount, the arithmetic mean (rounded upward to four decimal places) of the rates, as supplied to the Facility Agent at its request, quoted by the Reference Banks to leading banks in the London interbank market,

whose share in the outstanding Credits then aggregate 66²/₃ per cent. or more of the aggregate of all the outstanding Credits;

if there is no Credit then outstanding, whose undrawn Commitments then aggregate 66²/₃ per cent. or more of the Total Commitments; or

if there is no Credit then outstanding and the Total Commitments have been reduced to zero, whose Commitments aggregated 66²/₃ per cent. or more of the Total Commitments immediately before the reduction.

for the Tranche A Loan, 2 per cent. per annum;

for a Tranche B Loan, 2.25 per cent. per annum; and

for a Tranche C Loan, 1.25 per cent. per annum.

the business, operations, property, condition (financial or otherwise) or prospects of any member of the Group or the Group as a whole;

the ability of any Obligor to perform its obligations under any Finance Document;

the validity or enforceability of, or the effectiveness or ranking of any Security Interest granted or purported to be granted pursuant to, any Finance Document; or

any right or remedy of a Finance Party in respect of a Finance Document.

subject to paragraph (b) below:

the contribution of a Subsidiary of the Company will be determined from its financial statements which were consolidated into the latest audited consolidated financial statements of the Company; and

the financial condition of the Group will be determined from the latest audited consolidated financial statements of the Company;

if a Subsidiary of the Company becomes a member of the Group after the date on which the latest audited consolidated financial statements of the Company were prepared:

the contribution of the Subsidiary will be determined from its latest financial statements; and

the financial condition of the Group will be determined from the latest audited consolidated financial statements of the Company but adjusted to take into account any subsequent acquisition or disposal of a business or a company (including that Subsidiary);

the contribution of a Subsidiary will, if it has Subsidiaries, be determined from its consolidated financial statements;

if a Material Subsidiary disposes of all or substantially all of its assets to another member of the Group, it will immediately cease to be a Material Subsidiary and the other member of the Group (if it is not the Company or already a Material Subsidiary) will immediately become a Material Subsidiary;

a Subsidiary of the Company (if it is not already a Material Subsidiary) will become a Material Subsidiary on completion of any other intra-Group transfer or reorganisation if it would have been a Material Subsidiary had the intra-Group transfer or reorganisation occurred on the date of the latest audited consolidated financial statements of the Company; and

except as specifically mentioned in paragraph (d) above, a member of the Group will remain a Material Subsidiary until the next audited consolidated financial statements of the Company show otherwise under paragraph (a) above.

any moneys borrowed from; or

any transaction which has the commercial effect of a borrowing entered into with,

for the purpose of determining a Lender’s share in a utilisation of a Facility, the proportion which its Commitment under that Facility bears to all the Commitments under that Facility; and

for any other purpose on a particular date:

the proportion which a Lender’s share of the Credits (if any) bears to all the Credits;

if there is no Credit outstanding on that date, the proportion which its Commitment bears to the Total Commitments on that date;

if the Total Commitments have been cancelled, the proportion which its Commitments bore to the Total Commitments immediately before being cancelled; or

when the term is used in relation to a Facility, the above proportions but applied only to the Credits and Commitments for that Facility.

to be made on the same day that a maturing Loan under the Tranche B Facility or, as the case may be, the Tranche C Facility is due to be repaid:

the aggregate amount of which is equal to or less than the maturing Loan or claim; and

to be made to the same Borrower for the purpose of refinancing a maturing Loan under the Tranche B Facility or, as the case may be, the Tranche C Facility.

the Composite Security Agreement; or

each Additional Guarantor Security Agreement (if any).

each Security Agreement;

each Share Mortgage;

each Security Over Receivables; or

any other document evidencing or creating security over any asset (present or future) of an Obligor to secure any obligation of any Obligor to a Finance Party under the Finance Documents.

the assignment by way of security by Oriental Printed Circuits Limited in favour of the Factoring Agent of all of its right, title and interest in and to the With Recourse Receivable Contracts, incorporating a charge over the Charged Accounts in form and substance satisfactory to the Factoring Agent; or

each Additional Security Over Receivables (if any).

the Composite Share Mortgage; or

each Additional Guarantor Share Mortgage (if any).

which is controlled, directly or indirectly, by that person; or

more than half the issued share capital of which is beneficially owned, directly or indirectly by that person; or

which is a Subsidiary of another Subsidiary of that person,

for an Original Lender, the amount set opposite its name in Schedule 1 (Original Parties) under the heading Tranche A Commitments and the amount of any other Tranche A Commitment it acquires; and

for any other Lender, the amount of any other Tranche A Commitment it acquires,

for an Original Lender, the amount set opposite its name in Schedule 1 (Original Parties) under the heading Tranche B Commitments and the amount of any other Tranche B Commitment it acquires; and

for any other Lender, the amount of any other Tranche B Commitment it acquires,

for an Original Lender, the amount set opposite its name in Schedule 1 (Original Parties) under the heading Tranche C Commitments and the amount of any other Tranche C Commitment it acquires; and

for any other Lender, the amount of any other Tranche C Commitment it acquires,

whose share in the outstanding Tranche C Loans then aggregate 66²/₃ per cent. or more of the aggregate of all the outstanding Tranche C Loans;

if there is no Tranche C Loan then outstanding, whose undrawn Tranche C Commitments then aggregate 66²/₃ per cent. or more of the Total Tranche C Commitments; or

if there is no Tranche C Loan then outstanding and the Total Tranche C Commitments have been reduced to zero, whose Tranche C Commitments aggregated 66²/₃ per cent. or more of the Total Tranche C Commitments immediately before the reduction.

the outstanding amounts under the Eligible Receivables;

the amount standing to the credit of each Charged Account; and

the amount of Credit Cover Proceeds held by the Factoring Agent on behalf of the Tranche C Lenders,

for an Original Lender, the amount set opposite its name in Schedule 1 (Original Parties) under the heading Tranche D Commitments and the amount of any other Tranche D Commitment it acquires; and

for any other Lender, the amount of any other Tranche D Commitment it acquires,

whose share in the outstanding Letters of Credit then aggregate 66²/₃ per cent. or more of the aggregate of all the outstanding Letters of Credit;

if there is no Letter of Credit then outstanding, whose undrawn Tranche D Commitments then aggregate 66²/₃ per cent. or more of the Total Tranche D Commitments; or

for a transfer by assignment, assumption and release, a certificate substantially in the form of Part 1 of Schedule 4 (Forms of Transfer Certificate), and

for a transfer by novation, a certificate substantially in the form of Part 2 of Schedule 4 (Forms of Transfer Certificate);

In this Agreement, unless the contrary intention appears, a reference to:

an amendment includes a supplement, novation, extension (whether of maturity or otherwise), restatement, re-enactment or replacement (however fundamental and whether or not more onerous) and amended will be construed accordingly;

assets includes properties, revenues and rights of every description;

an authorisation includes an authorisation, consent, approval, resolution, permit, licence, exemption, filing, registration or notarisation;

disposal means a sale, transfer, assignment, grant, lease, licence, declaration of trust or other disposal, whether voluntary or involuntary, and dispose will be construed accordingly;

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

customer due diligence requirements are to the identification checks that a Finance Party requests in order to meet its obligations under any applicable law or regulation to identify a person who is (or is to become) its customer;

a person includes any individual, company, corporation, unincorporated association or body (including a partnership, trust, fund, joint venture or consortium), government, state, agency, organisation or other entity whether or not having separate legal personality;

a regulation includes any regulation, rule, official directive, request or guideline (whether or not having the force of law but, if not having the force of law, being of a type with which any person to which it applies is accustomed to comply) of any governmental, inter-governmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation;

a currency is a reference to the lawful currency for the time being of the relevant country;

a Default being outstanding means that it has not been remedied or waived;

a provision of law is a reference to that provision as extended, applied, amended or re-enacted and includes any subordinate legislation;

a Clause, a Subclause or a Schedule is a reference to a clause or subclause of, or a schedule to, this Agreement;

a Party or any other person includes its successors in title, permitted assigns and permitted transferees;

a Finance Document or other document or security includes (without prejudice to any prohibition on amendments) any amendment to that Finance Document or other document or security, including any change in the purpose of, any extension for or any increase in the amount of a facility or any additional facility; and

a time of day is a reference to Hong Kong time.

Unless the contrary intention appears, a reference to a month or months is a reference to a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month or the calendar month in which it is to end, except that:

if the numerically corresponding day is not a Business Day, the period will end on the next Business Day in that month (if there is one) or the preceding Business Day (if there is not);

if there is no numerically corresponding day in that month, that period will end on the last Business Day in that month; and

notwithstanding subparagraph (i) above, a period which commences on the last Business Day of a month will end on the last Business Day in the next month or the calendar month in which it is to end, as appropriate.

Unless the contrary intention appears:

a reference to a Party will not include that Party if it has ceased to be a Party under this Agreement;

a word or expression used in any other Finance Document or in any notice given in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement; and

any obligation of an Obligor under the Finance Documents which is not a payment obligation remains in force for so long as any payment obligation of an Obligor is, may be or is capable of becoming outstanding under the Finance Documents.

The headings in this Agreement do not affect its interpretation.

the obligations of a Finance Party under the Finance Documents are several;

failure by a Finance Party to perform its obligations does not affect the obligations of any other person under the Finance Documents;

no Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents;

the rights of a Finance Party under the Finance Documents are separate and independent rights;

a Finance Party may, except as otherwise stated in the Finance Documents, separately enforce those rights; and

a debt arising under the Finance Documents to a Finance Party is a separate and independent debt.

to satisfy the Group’s import letters of credit issuance requirements for the purchase of machinery and raw material; or

in favour of banks with letters of credit already issued on behalf of a member of the Group and which are outstanding as at the date of the first Request for a Loan (an issued letter of credit), provided that:

the Interest Period for a Letter of Credit issued for such purpose shall not exceed 540 days from the maturity of the corresponding issued letter of credit; and

the amount of a Letter of Credit issued for such purpose shall be equal to the amount outstanding under the corresponding issued letter of credit.

The Lenders will only be obliged to comply with Clause 5.4 (Advance of Loan) in relation to a Loan if on or before the Utilisation Date for that Loan, the Facility Agent has received (or waived receipt of) all of the documents and evidence appearing to comply with Part 1 of Schedule 2 (Conditions precedent documents).

In addition to those documents and evidence referred to in paragraph (a) above, a Borrower may not deliver a Request for a Tranche C Loan until the Facility Agent has received (or waived receipt of) all of the documents and evidence appearing to comply with Part 3 of Schedule 2 (Conditions precedent documents).

The Facility Agent must give this notification to the Borrowers, the Factoring Agent, the Issuing Bank and the Lenders promptly upon being so satisfied.

the Repeating Representations are correct in all material respects; and

no Default or, in the case of a Rollover Loan, no Event of Default is outstanding or would result from the Loan.

A Borrower may borrow a Loan by giving to the Facility Agent a duly completed Request.

Unless the Facility Agent otherwise agrees, the latest time for receipt by the Facility Agent of a duly completed Request is 11.00 a.m. three Business Days before the Rate Fixing Day for the proposed borrowing.

Each Request is irrevocable.

it identifies the Borrower;

it identifies the Facility under which the Loan is to be made;

the Utilisation Date is a Business Day falling within the Availability Period for the Facility under which the Loan is to be made;

in respect of the Request for the Tranche A Loan, the amount of the Loan requested is the amount of the Total Tranche A Commitments;

in respect of a Request for a Tranche B Loan, the amount of the Loan requested is:

a minimum of US$5,000,000 and an integral multiple of US$1,000,000;

the maximum undrawn amount available under the Tranche B Facility on the proposed Utilisation Date; or

such other amount as the Facility Agent may agree; and

in respect of a Request for a Tranche C Loan:

the amount of the Loan requested is a minimum of US$2,000,000 or the maximum undrawn amount available under the Tranche C Facility on the proposed Utilisation Date; and

the amount of the Loan requested (together with the aggregate outstanding amounts under all outstanding Tranche C Loans) does not exceed the Tranche C Maximum Utilisation Amount; and

the proposed Interest Period complies with this Agreement.

The Borrowers may borrow only one Tranche A Loan.

The Facility Agent must promptly notify each Lender of the details of the requested Loan and the amount of its share in that Loan.

The amount of each Lender’s share of the requested Loan will be its Pro Rata Share on the proposed Utilisation Date.

No Lender is obliged to participate in a Loan if, as a result:

its share in the Credits under a Facility would exceed its Commitment for that Facility; or

the Credits under a Facility would exceed the Total Commitments under that Facility.

If the conditions set out in this Agreement have been met, each Lender must make its share in the requested Loan available to the Facility Agent for the relevant Borrower through its Facility Office on the Utilisation Date.

A Borrower may request a Letter of Credit to be issued by giving to the Issuing Bank (with a copy to the Facility Agent) a duly completed Request and all relevant supporting documents (including any relevant application forms).

Unless the Issuing Bank and the Facility Agent otherwise agrees, the latest time for receipt by the Facility Agent of a duly completed Request is 11.00 a.m. two Business Days before the proposed Utilisation Date.

The Facility Agent must, by close of business in Hong Kong on the day on which a Request for a Letter of Credit is received by it, notify the Issuing Bank in writing of the maximum undrawn amount available under the Tranche D Facility.

Each Request is irrevocable.

it identifies the Borrower;

it specifies that it is for Letters of Credit;

the Utilisation Date is a Business Day falling within the Availability Period;

the amount of the Letter of Credit requested is:

the maximum undrawn amount available under the Tranche D Facility on the proposed Utilisation Date; or

such other amount as the Issuing Bank may agree;

in the case of a Letter of Credit which is a standby letter of credit:

the form of Letter of Credit (in substantially the form of Schedule 9);

all relevant supporting documents are attached; and

the proposed Letter of Credit is to be issued in favour of banks with letters of credit already issued as at the date of the first Request for a Loan;

in the case of a Letter of Credit which is not a standby letter of credit, the relevant application form (in substantially the form of applications generally accepted by the Issuing Bank for general letter of credit business from time to time) and all relevant supporting documents are attached;

the expiry date (including the last day of the usance period) of the Letter of Credit falls on or before the Final Maturity Date;

the expiry date of the Letter of Credit does not exceed:

in respect of Letters of Credit requested for the purpose of equipment purchases, 540 days from the Utilisation Date; and

in respect of Letters of Credit requested for the purpose of any other general purpose, 150 days from the Utilisation Date; and

the delivery instructions for the Letter of Credit are specified.

The Issuing Bank must promptly notify the Facility Agent of the details of the requested Letter of Credit.

The Facility Agent must promptly upon receipt of the notification under paragraph (a) above notify each Lender of the details of the requested Letter of Credit and the amount of its share of that Letter of Credit.

The amount of each Lender’s share in a Letter of Credit will be its Pro Rata Share on the proposed Utilisation Date.

If the conditions set out in Clause 4.1 (Conditions precedent documents) and this Clause 6 (Utilisation — Letters of Credit) have been met, the Issuing Bank must issue the Letter of Credit on the Utilisation Date.

The Issuing Bank must promptly provide to the Facility Agent a copy of any Letter of Credit issued under this Clause.

The Issuing Bank is not obliged to issue any Letter of Credit if as a result:

a Lender’s share in the Letters of Credit would exceed its Commitment for the Tranche D Facility; or

the Letters of Credit would exceed the Total Tranche D Commitments.

The Issuing Bank is not obliged to issue any Letter of Credit if either on the date of the Request or the Utilisation Date:

the Repeating Representations are not correct in all material respects; and/or

a Default is outstanding or would result from the issue of that Letter of Credit.

The Issuing Bank has no duty to enquire of any person whether or not any of the conditions precedent set out in paragraph (a) above have been met. The Issuing Bank may assume that those conditions have been met unless it is expressly notified to the contrary by the Facility Agent in accordance with Clause 38 (Notices) by 12.00pm on the proposed Utilisation Date. The Issuing Bank will have no liability to any person for issuing a Letter of Credit based on any such assumption.

designate a Receivable as an Eligible Receivable or, by notice to the relevant Borrower, re-designate an Eligible Receivable such that it is not an Eligible Receivable;

arrange for Credit Cover in respect of any Eligible Receivable up to any relevant Credit Cover Limit; and

designate, or by notice to the relevant Borrower re-designate, an Eligible Receivable as either a With Recourse Receivable or a Without Recourse Receivable.

Each Without Recourse Receivable will be assigned to the Factoring Agent (acting on behalf of the Tranche C Lenders) under an Assignment Document entered into by the relevant Borrower and the Factoring Agent on behalf of the Tranche C Lenders.

Each Borrower represents and warrants to each Finance Party that there is no prohibition on assignment (or any other similar restriction) under any Contract in respect of any Without Recourse Receivable.

The Factoring Agent shall not re-assign any Without Recourse Receivable to a Borrower and shall not require a Borrower to repurchase any Without Recourse Receivable unless there is Dispute in respect of such Receivable, in which case the Factoring Agent may re-assign the Without Recourse Receivable to the relevant Borrower and that Borrower shall repurchase such Receivable.

The Factoring Agent may at any time by providing a Customer Notice to the relevant Customer, with three Business Days prior notice to the relevant Borrower, disclose to that Customer the assignment of any Without Recourse Receivable by the relevant Borrower to the Factoring Agent.

Payments into Charged Accounts

Each Borrower shall procure that the proceeds of all Eligible Receivables are paid by the relevant Customer directly into the Charged Account or, after a Customer Notice has been delivered pursuant to Clause 7.3(d), directly to an account of the Factoring Agent designated by the Factoring Agent.

If proceeds of any Eligible Receivable are paid by the relevant Customer directly to a Borrower, the relevant Borrower must transfer such proceeds into the Charged Account or, after a Customer Notice has been delivered pursuant to Clause 7.3(d), directly to an account of the Factoring Agent designated by the Factoring Agent.

The Factoring Agent shall hold all proceeds of Eligible Receivables received by it pursuant to this Subclause on trust for the Tranche C Lenders.

Amounts standing to the credit of a Charged Account may only be withdrawn, and (A) the Credit Cover Proceeds and (B) any proceeds of Eligible Receivables received by the Factoring Agent may only be applied, in accordance with this Subclause.

The relevant Borrower may, on a Maturity Date of a Tranche C Loan and with the prior written consent of the Factoring Agent (such consent not to be unreasonably withheld), withdraw amounts standing to the credit of a Charged Account, provided that no withdrawals will be allowed if the aggregate amount outstanding under all Tranche C Loans will, as a result of such withdrawal, exceed the Tranche C Maximum Utilisation Amount.

The Factoring Agent may, at its discretion:

withdraw amounts standing to the credit of a Charged Account and apply such amounts towards repayment of the Tranche C Loans;

apply the Credit Cover Proceeds towards repayment of the Tranche C Loans; and

apply the proceeds of Eligible Receivables received by it towards repayment of the Tranche C Loans.

For so long as the Tranche C Facility is available to the Borrowers or amounts remain outstanding in connection with the Tranche C Facility:

the Factoring Agent shall conduct quarterly audits to inspect and audit each relevant Borrower’s files, records and other documents in respect of or in connection with the Receivables;

the Factoring Agent may at any time, upon identifying any irregularity, conduct an audit to inspect and audit each relevant Borrower’s files, records and other documents in respect of or in connection with the Receivables;

each Borrower shall permit the Factoring Agent or its nominee to enter the premises of the Borrower at any time during office hours upon prior appointment to inspect and audit, and take copies of, any files, records or other documents in respect of or in connection with the Receivables; and

if any files, records or other documents in respect of or in connection with the Receivables are not available during an audit by the Factoring Agent, the relevant Borrower must provide such files, records or other documents to the Factoring Agent within three days after the date of the audit.

The Factoring Agent or its nominee shall provide to the Facility Agent a report setting out the findings pursuant to the site audit within 30 days of the date of such site audit.

The Borrowers shall bear all cost (including the site audit fee referred to in paragraph (d) below) incurred by the Factoring Agent in relation to such site audit.

The Borrowers must pay to the Factoring Agent a site audit fee of HK$20,000 per site audit conducted by the Factoring Agent under this Subclause.

The Borrowers must pay to the Factoring Agent for its own account:

factoring commission in an amount equal to 0.1 per cent. of each Eligible Receivable; and

credit insurance cost equal to 0.3 per cent. (or the then prevailing insurance cost as notified by the Factoring Agent to the Borrowers from time to time) of each Credit Protected Receivable.

Accrued factoring commission and credit insurance cost are payable monthly in arrear.

No refund of any amounts paid under paragraph (a) above will be made in any circumstances.

A Letter of Credit is repaid or prepaid to the extent that:

a Borrower provides cash cover for that Letter of Credit;

the maximum amount payable under the Letter of Credit is reduced or cancelled in accordance with its terms; or

the Issuing Bank is satisfied that it has no further liability under that Letter of Credit.

If a Letter of Credit or any amount outstanding under a Letter of Credit becomes immediately payable under this Agreement, the Borrower that requested the issue of that Letter of Credit must repay or prepay that amount immediately.

Cash cover is provided for a Letter of Credit if a Borrower pays an amount in the currency of the Letter of Credit to an interest-bearing account with a Finance Party in Hong Kong in the name of the Borrower and the following conditions are met:

the account is with the Facility Agent or the Issuing Bank (if, subject as provided below, the cash cover is to be provided for all the Lenders) or with a Lender (if the cash cover is to be provided for that Lender);

until no amount is or may be outstanding under that Letter of Credit, withdrawals from the account may only be made to pay the Finance Party for which the cash cover is provided under this Clause; and

the Borrower has entered into and delivered a security document over that account, in form and substance satisfactory to the Facility Agent (acting on the instructions of the Majority Lenders if the cash cover is to be provided for all the Lenders) or the Finance Party for which the cash cover is provided, creating a first ranking security interest over that account.

The outstanding or principal amount of a Letter of Credit at any time is the maximum amount (actual or contingent) that is or may be payable by the relevant Borrower in respect of that Letter of Credit at that time.

The amount of cash cover will be ignored in calculating the undrawn Commitment of each Lender.

A reference to a claim being made under a Letter of Credit or a claim being paid by the Issuing Bank includes a reference to any amount due (actually or contingently) from the Issuing Bank under that Letter of Credit in any account taken for the purposes of any mandatory set-off under any applicable law or regulation in the insolvency proceedings of the beneficiary of that Letter of Credit or any other person.

The Issuing Bank must notify the Company promptly if it becomes aware that it is unlawful in any jurisdiction for the Issuing Bank to perform any of its obligations under a Finance Document or to have outstanding any Letter of Credit.

After notification under paragraph (a) above:

the Company must use its best endeavours to ensure the release of the liability of the Issuing Bank under each outstanding Letter of Credit;

failing this, each Borrower must repay or prepay the share of each Lender in each Letter of Credit requested by it on the date specified in paragraph (c) below; and

no further Letters of Credit will be issued.

The date for repayment or prepayment of a Lender’s share in a Letter of Credit will be the date specified by the Issuing Bank in the notification under paragraph (a) above and which must not be earlier than the last day of any applicable grace period allowed by law.

Each Borrower must pay direct to the Issuing Bank a fronting fee computed at the rate of 0.0625 per cent. in respect of each issued Letter of Credit.

Each Borrower must pay to the Facility Agent for each Tranche D Lender a letter of credit opening fee computed at the rate of 0.0625 per cent. in respect of each issued Letter of Credit which is not a standby letter of credit. This fee will be distributed by the Facility Agent on the last Business Day of each month according to each Lender’s Pro Rata Share.

Each Borrower must pay to the Facility Agent for each Tranche D Lender a letter of credit opening fee computed at the rate of 0.75 per cent. per annum in respect of each issued Letter of Credit which is a standby letter of credit in favour of banks with letters of credit already issued as at the date of the first Request for a Loan. This fee will be distributed by the Facility Agent on the last Business Day of each month according to each Lender’s Pro Rata Share.

Each Borrower must pay to the Facility Agent for each Tranche D Lender a letter of credit acceptance commission computed at the rate of 0.75 per cent. per annum on the daily balance of accepted Letters of Credit which are not standby letters of credit, and payable in the currency in which such Letters of Credit are issued (unless the relevant Letter of Credit is denominated in RMB, in which case the acceptance commission will be payable in USD calculated on the basis of the Agent’s Spot Rate of Exchange). This fee will be distributed by the Facility Agent on a monthly basis according to each Lender’s Pro Rata Share.

Accrued acceptance commission under paragraph (d) above are payable on the Maturity Date for the relevant Letter of Credit. Accrued letter of credit fee is also payable to the Facility Agent on the cancelled amount of any Lender’s Tranche D Commitment at the time the cancellation is effective if that Commitment is cancelled in full and its participation in the Letters of Credit is prepaid or repaid in full.

If a Borrower provides cash cover for any part of a Letter of Credit, then:

the fronting fee payable to the Issuing Bank, the letter of credit opening fee and the letter of credit acceptance commission payable for the account of each Lender in respect of any part of a Letter of Credit which is the subject of cash cover will continue to be payable until the expiry of that Letter of Credit; but

that Borrower will be entitled to withdraw the interest accrued on the amount of the cash cover to pay those fees.

Each Borrower irrevocably and unconditionally authorises the Issuing Bank to pay any claim made or purported to be made under a Letter of Credit requested by it and which appears on its face to be in order (a claim).

The Issuing Bank may at its discretion determine whether a claim is in order. If the Issuing Bank determines that a claim is not in order, it must promptly notify the Facility Agent in writing of such determination and provide to the Facility Agent all relevant details (including any supporting documents) of the relevant claim. Upon receipt of such notification, the Facility Agent shall promptly notify the Tranche D Lenders and may (acting on the instructions of the Tranche D Majority Lenders), instruct the Issuing Bank to accept the relevant claim.

Each Borrower that requested the issue of a Letter of Credit must immediately on demand (to be issued directly by the Issuing Bank) pay to the Issuing Bank an amount equal to the amount of any claim.

The Issuing Bank must promptly notify the Facility Agent:

upon paying any claim made or purported to be made under a Letter of Credit pursuant to paragraph (a) above;

upon receipt from the relevant Borrower of all amounts payable by that Borrower pursuant to paragraph (c) above; and

if the relevant Borrower fails to pay any amounts due to the Issuing Bank in accordance with paragraph (c) above.

Each Borrower acknowledges that the Issuing Bank:

is not obliged to carry out any investigation or seek any confirmation from any other person before paying a claim; and

deals in documents only and will not be concerned with the legality of a claim or any underlying transaction or any available set-off, counterclaim or other defence of any person.

The obligations of a Borrower under this Clause will not be affected by:

the sufficiency, accuracy or genuineness of any claim or any other document; or

any incapacity of, or limitation on the powers of, any person signing a claim or other document.

Each Borrower must immediately on demand indemnify the Issuing Bank against any loss or liability which the Issuing Bank incurs under or in connection with any Letter of Credit requested by it, except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank.

Each Tranche D Lender must immediately on demand (to be issued directly by the Issuing Bank) directly indemnify the Issuing Bank against its share of any loss or liability which the Issuing Bank incurs under or in connection with any Letter of Credit and which has not been paid for by an Obligor, except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank.

The Facility Agent must, upon request by the Issuing Bank, provide to the Issuing Bank any relevant details of each Tranche D Lender for the purposes of issuing a demand under paragraph (b) above.

A Tranche D Lender’s share of the liability or loss referred to in paragraph (b) above will be its Pro Rata Share on the Utilisation Date of the relevant Letter of Credit, adjusted to reflect any subsequent assignment or transfer under this Agreement.

The Issuing Bank must promptly notify the Facility Agent:

upon issuing a demand pursuant to paragraph (b) above; and

upon receipt from a Tranche D Lender of any amounts referred to under paragraph (b) above.

The relevant Borrower must immediately on demand reimburse any Lender for any payment it makes to the Issuing Bank under this Subclause.

The obligations of each Borrower and each Lender under this Clause are continuing obligations and will extend to the ultimate balance of all sums payable by that Borrower or that Lender under or in connection with any Letter of Credit, regardless of any intermediate payment or discharge in whole or in part.

The obligations of each Borrower and each Lender under this Clause will not be affected by any act, omission or thing which, but for this provision, would reduce, release or prejudice any of its obligations under this Clause (whether or not known to it or any other person). This includes:

any time or waiver granted to, or composition with, any person;

any release of any person under the terms of any composition or arrangement;

the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets (present or future) of, any person;

any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;

any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of any person;

any amendment of a Finance Document, any Letter of Credit or any other document or security;

any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit or any other document or security; or

any insolvency or similar proceedings.

if the Letter of Credit is denominated in USD, its amount; or

if the Letter of Credit is denominated in an Optional Currency, its equivalent in USD calculated on the basis of the Agent’s Spot Rate of Exchange on the date of a duly completed Request for that Letter of Credit, as adjusted below at six monthly intervals.

A Borrower must select the currency of a Letter of Credit in its Request.

A Letter of Credit may be denominated in an Optional Currency for an Interest Period if that Optional Currency is EUR, HKD, JPY, GBP or (subject to all applicable laws, regulations and internal policy requirements of the Facility Agent and the Issuing Bank) RMB, or has been previously approved by the Facility Agent (acting on the instructions of all the relevant Lenders).

If the Facility Agent has received a request from the Company for a currency to be approved as an Optional Currency, the Facility Agent must, within five Business Days, confirm to the Company whether or not the Lenders have given their approval.

The equivalent in USD of a Letter of Credit or part of a Letter of Credit in an Optional Currency for the purposes of calculating:

whether any limit under this Agreement has been exceeded;

the amount of a Letter of Credit;

the share of a Lender in a Letter of Credit;

the amount of any repayment or prepayment of a Letter of Credit; or

the undrawn amount of a Lender’s Commitment,

If a Letter of Credit is denominated in an Optional Currency, the Facility Agent must at six monthly intervals after the date of this Agreement, recalculate the USD Amount of that Letter of Credit by notionally converting the outstanding amount of that Letter of Credit into USD on the basis of the Agent’s Spot Rate of Exchange on the date of calculation.

Each Borrower must, if requested by the Facility Agent within 10 days of any calculation under paragraph (a) above, ensure that sufficient Letters of Credit are repaid or prepaid to prevent the USD Amount of the Letters of Credit exceeding the Total Tranche D Commitments following any adjustment to a USD Amount under paragraph (a) above.

15 months

Each Borrower must repay each Tranche B Loan made to it in full on its Maturity Date.

Subject to the other terms of this Agreement, any amounts repaid under paragraph (a) above may be re-borrowed.

Each Borrower must repay each Tranche C Loan made to it in full on its Maturity Date.

Subject to the other terms of this Agreement, any amounts repaid under paragraph (a) above may be re-borrowed.

Each Borrower must repay each Letter of Credit issued on its behalf in full on its Maturity Date.

Subject to the other terms of this Agreement, any amounts repaid under paragraph (a) above may be re-utilised.

A Lender must promptly notify the Issuing Bank, the Facility Agent and the Company if it becomes aware that it is unlawful in any applicable jurisdiction for that Lender to perform any of its obligations under a Finance Document or to fund or maintain its share in any Credit.

After notification under paragraph (a) above the Facility Agent must notify the Company promptly that:

each Borrower must repay or prepay the share of that Lender in each Credit utilised by it on the date specified in paragraph (c) below; and

the Commitments of that Lender will be immediately cancelled.

The date for repayment or prepayment of a Lender’s share in a Credit will be:

the last day of the current Interest Period of that Credit or, in the case of a Letter of Credit five days after the date of the notification; or

if earlier, the date specified by the Lender in the notification under paragraph (a) above and which must not be earlier than the last day of any applicable grace period allowed by law.

The Borrowers may, by giving not less than 30 days’ prior notice to the Facility Agent, prepay (or ensure that a Borrower prepays) the Tranche A Loan on the last day of its current Interest Period in whole or in part.

A prepayment of part of the Tranche A Loan must be in a minimum amount of US$10,000,000 and an integral multiple of US$5,000,000 .

Each of the Borrowers may, by giving not less than 30 days’ prior notice to the Facility Agent, cancel the unutilised amount of the Total Commitments in whole or in part.

Partial cancellation of the Total Commitments must be, in respect of each of the Tranche A Facility, the Tranche B Facility, the Tranche C Facility and the Tranche D Facility, in a minimum amount of US$10,000,000 (or, if less, the maximum undrawn amount of the Total Commitments) and an integral multiple of US$5,000,000.

Any cancellation in part will be applied against the relevant Commitment of each Lender pro rata.

If an Obligor is, or will be, required to pay to a Lender:

a Tax Payment; or

an Increased Cost,

After notification under paragraph (a) above:

each Borrower must repay or prepay that Lender’s share in each Credit utilised by it on the date specified in paragraph (c) below; and

the Commitments of that Lender will be immediately cancelled.

The date for repayment or prepayment of a Lender’s share in a Credit will be:

the last day of the current Interest Period for that Credit, or in the case of a Letter of Credit, 10 days after the date of the notification; or

if earlier, the date specified by the Company in its notification.

Except where this Clause expressly provides otherwise any partial prepayment of the Tranche A Loan will be applied against the remaining Repayment Instalments pro rata.

Any voluntary prepayment of a Tranche A Loan under Subclause 11.2 (Voluntary prepayment of Tranche A Loan) will be applied against the remaining Repayment Instalments in inverse order of maturity.

No amount of Tranche A Loan prepaid under this Agreement may subsequently be re-borrowed.

Any notice of prepayment and/or cancellation under this Agreement is irrevocable and must specify the relevant date(s) and the affected Credits and Commitments. The Facility Agent must notify the Lenders promptly of receipt of any such notice.

All prepayments under this Agreement must be made with accrued interest on the amount prepaid. Subject to paragraph (c) below, no premium or penalty is payable in respect of any prepayment except for Break Costs.

A premium of 0.75 per cent. of the amount prepaid or cancelled (and any applicable Break Costs) will be payable by the Borrowers in respect of any voluntary prepayment of the Tranche A Loan under Subclause 11.2 (Voluntary prepayment of Tranche A Loan) or any voluntary cancellation under Subclause 11.4 (Voluntary cancellation) if such prepayment or cancellation occurs on or before the first anniversary of the date of this Agreement.

The Majority Lenders may agree to a shorter notice period for a voluntary prepayment or a voluntary cancellation.

No prepayment or cancellation is allowed except in accordance with the express terms of this Agreement.

No amount of the Total Commitments cancelled under this Agreement may subsequently be reinstated.

Margin; and

LIBOR.

If an Obligor fails to pay any amount payable by it under the Finance Documents, it must immediately on demand by the Facility Agent pay interest on the overdue amount from its due date up to the date of actual payment, both before, on and after judgment.

Interest on an overdue amount is payable at a rate determined by the Facility Agent to be two per cent. per annum above the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted a Tranche B Loan in the currency of the overdue amount. For this purpose, the Facility Agent may (acting reasonably):

select successive Interest Periods of any duration of up to three months; and

determine the appropriate Rate Fixing Day for that Interest Period.

Notwithstanding paragraph (b) above, if the overdue amount is a principal amount of a Loan and becomes due and payable before the last day of its current Interest Period, then:

the first Interest Period for that overdue amount will be the unexpired portion of that Interest Period; and

the rate of interest on the overdue amount for that first Interest Period will be two per cent. per annum above the rate then payable on that Loan.

Interest (if unpaid) on an overdue amount will be compounded with that overdue amount at the end of each of its Interest Periods but will remain immediately due and payable.

The Tranche A Loan has successive Interest Periods.

A Borrower must select the first Interest Period for the Tranche A Loan in the relevant Request and each subsequent Interest Period in an irrevocable notice received by the Facility Agent not later than 11.00 a.m. one Business Day before the Rate Fixing Day for that Interest Period. Each Interest Period for the Tranche A Loan will start on its Utilisation Date or on the expiry of its preceding Interest Period.

If a Borrower fails to select an Interest Period for the outstanding Tranche A Loan under paragraph (b) above, that Interest Period will, subject to the other provisions of this Clause, be three months.

Subject to the following provisions of this Clause, each Interest Period for a Tranche A Loan will be one, two, three or (subject to availability) six months or any other period agreed by the Borrowers and the Facility Agent (acting on the instructions of the Majority Lenders).

Each Tranche B Loan and Tranche C Loan has one Interest Period only.

A Borrower must select the Interest Period for a Tranche B Loan and a Tranche C Loan in the relevant Request.

Subject to the following provisions of this Clause, each Interest Period for a Tranche B Loan or a Tranche C Loan will be one, two, three or (subject to availability) six months or any other period agreed by the Borrowers and the Facility Agent (acting on the instructions of the Majority Lenders).

In this Clause, each of the following events is a market disruption event:

LIBOR is to be calculated by reference to the Reference Banks but no, or (where there is more than one Reference Bank) only one, Reference Bank supplies a rate by 12.00 noon (London time) on the Rate Fixing Day; or

the Facility Agent receives by close of business on the Rate Fixing Day notification from Lenders whose shares in the relevant Loan exceed 40 per cent. of that Loan that the cost to them of obtaining matching deposits in the relevant interbank market is in excess of LIBOR for the relevant Interest Period.

The Facility Agent must promptly notify the Company and the Lenders of a market disruption event.

After notification under paragraph (b) above, the rate of interest on each Lender’s share in the affected Loan for the relevant Interest Period will be the aggregate of the applicable:

Margin; and

rate notified to the Facility Agent by that Lender as soon as practicable, and in any event before interest is due to be paid in respect of that Interest Period, to be that which expresses as a percentage rate per annum the cost to that Lender of funding its share in that Loan from whatever source it may reasonably select.

If a market disruption event occurs and the Facility Agent or the Company so requires, the Company and the Facility Agent must enter into negotiations for a period of not more than 30 days with a view to agreeing an alternative basis for determining the rate of interest and/or funding for the affected Loan.

Any alternative basis agreed will be, with the prior consent of all the Lenders, binding on all the Parties.

For the avoidance of doubt, unless an alternative rate is agreed pursuant to this Subclause, the rate of interest shall continue to be determined in accordance with Subclause 14.2 (Market disruption).

Each Obligor must make all payments to be made by it under the Finance Documents without any Tax Deduction, unless a Tax Deduction is required by law.

If an Obligor or a Lender is aware that an Obligor must make a Tax Deduction (or that there is a change in the rate or the basis of a Tax Deduction), it must promptly notify the Facility Agent. The Facility Agent must then promptly notify the affected Parties.

If a Tax Deduction is required by law to be made by an Obligor, the amount of the payment due from the Obligor will be increased to an amount which (after making the Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.

If an Obligor is required to make a Tax Deduction, that Obligor must make the minimum Tax Deduction allowed by law and must make any payment required in connection with that Tax Deduction within the time allowed by law.

Within 30 Business Days of making either a Tax Deduction or a payment required in connection with a Tax Deduction, the Obligor making that Tax Deduction or payment must deliver to the Facility Agent for the relevant Finance Party evidence reasonably satisfactory to that Finance Party (acting reasonably) that the Tax Deduction has been made or (as applicable) the appropriate payment has been paid to the relevant taxing authority.

Without prejudice to Subclause 15.2 (Tax gross-up), if any Finance Party is required to make any payment of or on account of Tax on or in relation to any sum received or receivable under the Finance Documents (including any sum deemed for purposes of Tax to be received or receivable by such Finance Party whether or not actually received or receivable) or if any liability in respect of any such payment is asserted, imposed, levied or assessed against any Finance Party, the Borrower shall, within seven Business Days of demand by the Facility Agent, indemnify the Finance Party which suffers a loss or liability as a result against such payment or liability, together with any interest, penalties, costs and expenses payable or incurred in connection therewith, provided that this Subclause shall not apply to:-

any Tax imposed on or calculated with reference to profit or net income of a Finance Party by the jurisdiction in which such Finance Party is incorporated; or

any Tax imposed on or calculated with reference to profit or net income on the Facility Office of a Finance Party by the jurisdiction in which the Facility Office of such Finance Party is located.

A Finance Party making, or intending to make, a claim under paragraph (a) above must promptly notify the Company in accordance with Clause 38.4 (Obligors) of the event which will give, or has given, rise to the claim.

A Finance Party must, on receiving a payment from an Obligor under this Clause notify the Facility Agent.

a Tax Credit is attributable either to an increased payment of which that Tax Payment forms part, or to that Tax Payment; and

it has obtained, used and retained that Tax Credit,

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

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

the introduction of, or any change in, or any change in the interpretation, administration or application of, any law or regulation; or

compliance with any law or regulation made after the date of this Agreement.

compensated for under another Clause or would have been but for an exception to that Clause;

attributable to a Finance Party or its Affiliate wilfully failing to comply with any law or regulation; or

attributable to a Tax Deduction which as at the date of this Agreement is required by law to be made by an Obligor.

A Finance Party intending to make a claim for an Increased Cost must notify the Facility Agent of the circumstances giving rise to and the amount of the claim, following which the Facility Agent will promptly notify the Borrowers.

Each Finance Party must, as soon as practicable after a demand by the Facility Agent, provide a certificate confirming the amount of its Increased Cost.

Each Finance Party must, in consultation with the Borrowers, take all reasonable steps to mitigate any circumstances which arise and which result or would result in:

any Tax Payment or Increased Cost being payable to that Finance Party; or

that Finance Party being able to exercise any right of prepayment and/or cancellation under this Agreement by reason of any illegality,

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

The Borrowers must indemnify each Finance Party for all costs and expenses reasonably incurred by that Finance Party as a result of any step taken by it under this Subclause.

A Finance Party is not obliged to take any step under this Subclause if, in the opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it.

No term of any Finance Document will:

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

oblige any Finance Party to investigate or claim any credit, relief, remission or repayment available to it in respect of Tax or the extent, order and manner of any claim; or

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

Each payment received by the Facility Agent under the Finance Documents for another Party must, except as provided below, be made available by the Facility Agent to that Party by payment (as soon as practicable after receipt) to its account with such office or bank in the principal financial centre of the country of the relevant currency as it may notify to that Party for this purpose by not less than five Business Days’ prior notice.

The Facility Agent may apply any amount received by it for an Obligor in or towards payment (as soon as practicable after receipt) of any amount due from that Obligor under the Finance Documents or in or towards the purchase of any amount of any currency to be so applied.

Where a sum is paid to the Facility Agent under this Agreement for another Party, the Facility Agent is not obliged to pay that sum to that Party until it has established that it has actually received it. However, the Facility Agent may assume that the sum has been paid to it, and, in reliance on that assumption, make available to that Party a corresponding amount. If it transpires that the sum has not been received by the Facility Agent, that Party must immediately on demand by the Facility Agent refund any corresponding amount made available to it together with interest on that amount from the date of payment to the date of receipt by the Facility Agent at a rate calculated by the Facility Agent to reflect its cost of funds.

Unless a Finance Document specifies that payments under it are to be made in a different manner, the currency of each amount payable under the Finance Documents is determined under this Subclause.

Interest is payable in the currency in which the relevant amount in respect of which it is payable is denominated.

A repayment or prepayment of any principal amount is payable in the currency in which that principal amount is denominated on its due date.

Amounts payable in respect of Taxes, fees, costs and expenses are payable in the currency in which they are incurred.

Each other amount payable under the Finance Documents is payable in USD.

If a payment under the Finance Documents is due on a day which is not a Business Day, the due date for that payment will instead be the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not) or whatever day the Facility Agent determines is market practice.

During any extension of the due date for payment of any principal under this Agreement interest is payable on that principal at the rate payable on the original due date.

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

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

secondly, in or towards payment pro rata of any accrued interest or fee due but unpaid under this Agreement;

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

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

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

This Subclause will override any appropriation made by an Obligor.

Each Guarantor jointly and severally and irrevocably and unconditionally:

guarantees to each Finance Party punctual performance by each Borrower of all its obligations under the Finance Documents;

undertakes with each Finance Party that, whenever a Borrower does not pay any amount when due under or in connection with any Finance Document, it must immediately on demand by the Facility Agent pay that amount as if it were the principal obligor in respect of that amount; and

agrees with each Finance Party that if, for any reason, any amount claimed by a Finance Party under this Clause is not recoverable from that Guarantor on the basis of a guarantee then that Guarantor will be liable as a principal debtor and primary obligor to indemnify that Finance Party in respect of any loss it incurs as a result of a Borrower failing to pay any amount expressed to be payable by it under a Finance Document on the date when it ought to have been paid. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause had the amount claimed been recoverable on the basis of a guarantee,

If any discharge (whether in respect of the obligations of any Obligor or any security for those obligations or otherwise) or arrangement is made in whole or in part on the faith of any payment, security or other disposition which is avoided or must be restored on insolvency, liquidation, administration or otherwise without limitation, the liability of each Guarantor under this Clause will continue or be reinstated as if the discharge or arrangement had not occurred.

Each Finance Party may concede or compromise any claim that any payment, security or other disposition is liable to avoidance or restoration.

any time or waiver granted to, or composition with, any person;

any release of any person under the terms of any composition or arrangement;

the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets (present or future) of, any person;

any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;

any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of any person;

any amendment of a Finance Document or any other document or security;

any unenforceability, illegality, invalidity or non-provability of any obligation of any person under any Finance Document or any other document or security; or

any insolvency or similar proceedings.

Each Guarantor waives any right it may have of first requiring any Finance Party (or any trustee or agent on its behalf) to proceed against or enforce any other right or security or claim payment from any person before claiming from that Guarantor under this Clause.

This waiver applies irrespective of any law or any provision of a Finance Document to the contrary.

refrain from applying or enforcing any other moneys, security or rights held or received by that Finance Party (or any trustee or agent on its behalf) against those amounts; or

apply and enforce them in such manner and order as it sees fit (whether against those amounts or otherwise); and

hold in a suspense account any moneys received from any Guarantor or on account of that Guarantor’s liability under this Clause.

Unless:

all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full; or

the Facility Agent otherwise directs,

be subrogated to any rights, security or moneys held, received or receivable by any Finance Party (or any trustee or agent on its behalf);

be entitled to any right of contribution or indemnity in respect of any payment made or moneys received on account of that Guarantor’s liability under this Clause;

claim, rank, prove or vote as a creditor of any Obligor or its estate in competition with any Finance Party (or any trustee or agent on its behalf); or

receive, claim or have the benefit of any payment, distribution or security from or on account of any Obligor, or exercise any right of set-off as against any Obligor.

that Guarantor will be released by each other Guarantor from any liability whatsoever to make a contribution to any other Guarantor arising by reason of the performance by any other Guarantor of its obligations under the Finance Documents; and

each other Guarantor will waive any rights it may have by reason of the performance of its obligations under the Finance Documents to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any right of any Finance Party under any Finance Document or of any other security taken under, or in connection with, any Finance Document where the rights or security are granted by or in relation to the assets of the retiring Guarantor.

This guarantee does not apply to any liability to the extent it would result in this guarantee constituting unlawful financial assistance within the meaning of 47A of the Companies Ordinance (Cap.32 of the Laws of Hong Kong).

The obligations of any Additional Guarantor are subject to the limitations (if any) set out in the Accession Agreement executed by that Additional Guarantor.

It is a corporation or limited liability company, duly incorporated or formed and validly existing under the laws of its jurisdiction of incorporation or formation.

It and each of its Subsidiaries has the power to own its assets and carry on its business as it is being conducted.

Subject to any general principles of law limiting its obligations and referred to in any legal opinion required under this Agreement, each Finance Document to which it is a party is its legally binding, valid and enforceable obligation.

Each Finance Document to which it is a party is in the proper form for its enforcement in the jurisdiction of its incorporation.

any law or regulation applicable to it;

its or any of its Subsidiaries’ constitutional documents; or

any document which is binding upon it or any of its Subsidiaries or any of its or its Subsidiaries’ assets.

No Default is outstanding or will result from the entry into of, or the performance of any transaction contemplated by, any Finance Document; and

no other event or circumstance is outstanding which constitutes a default under any document which is binding on it or any of its Subsidiaries or any of its or its Subsidiaries’ assets to an extent or in a manner which has or is reasonably likely to have a Material Adverse Effect.

Except for registration of:

the Composite Share Mortgage, the Composite Security Agreement, the Security Over Receivables and, if applicable, the Assignment Document entered into by Oriental Printed Circuits Limited at the Hong Kong Companies Registry pursuant to the Companies Ordinance (Cap. 32 of the Laws of Hong Kong);

the Composite Share Mortgage and the Composite Security Agreement at the Registry of Corporate Affairs in the British Virgin Islands pursuant to the BVI Business Companies Act, 2004 (as amended); and

a financing statement on Form UCC1 covering the shares in the Company subject to the Security Interests constituted under the Composite Share Mortgage and naming TTM International as debtor and the Security Trustee as secured party with the Office of the Secretary of State of the State of Delaware,

Its audited financial statements most recently delivered to the Facility Agent:

have been prepared in accordance with GAAP, consistently applied; and

give a true and fair view of its financial condition (consolidated, if applicable) as at the date to which they were drawn up,

except, in each case, as disclosed to the contrary in those financial statements.

Each Obligor and each member of the Group is in compliance with Subclause 23.13 (Environmental matters) and no circumstances have occurred which would prevent such compliance in each case where non-compliance could reasonably be expected to have a Material Adverse Effect.

No Environmental Claim has been commenced or (to the best of its knowledge and belief (having made due and careful enquiry) is threatened against any Obligor or any member of the Group where such Environmental Claim is likely to be determined against the relevant Obligor or member of the Group and, if so determined, would reasonably be expected to have a Material Adverse Effect.

The entry into by it of each Finance Document constitutes, and the exercise by it of its rights and performance of its obligations under each Finance Document will constitute, private and commercial acts performed for private and commercial purposes; and

it will not be entitled to claim immunity from suit, execution, attachment or other legal process in any proceedings taken in its jurisdiction of incorporation in relation to any Finance Document.

It is not necessary under the laws of its jurisdiction of incorporation:

in order to enable any Finance Party to enforce its rights under any Finance Document; or

by reason of the entry into of any Finance Document or the performance by it of its obligations under any Finance Document,

no Finance Party is or will be deemed to be resident, domiciled or carrying on business in its jurisdiction of incorporation by reason only of the entry into, performance and/or enforcement of any Finance Document.

In this Subclause:

its jurisdiction of incorporation;

any jurisdiction where any asset subject to or intended to be subject to a Security Document is situated;

any jurisdiction where it conducts its business; and

the jurisdiction whose laws govern the perfection of any Security Document entered into by it.

Its:

irrevocable submission under the Finance Documents to the jurisdiction of the courts of Hong Kong;

agreement that each Finance Document is governed by Hong Kong law; and

agreement not to claim any immunity to which it or its assets may be entitled, are legal, valid and binding under the laws of its Relevant Jurisdiction; and

any judgment obtained in Hong Kong will be recognised and be enforceable by the courts of its Relevant Jurisdiction.

The representations and warranties set out in this Clause are made by each Original Obligor on the date of this Agreement.

Unless a representation and warranty is expressed to be given at a specific date, each representation and warranty is deemed to be repeated by:

each Additional Guarantor and the Borrowers on the date on which that Additional Guarantor becomes a Guarantor; and

each Obligor on the date of each Request and the first day of each Interest Period.

When a representation and warranty in Subclause 20.6(a) (No default) is repeated on a Request for a Rollover Loan or the first day of an Interest Period for the Tranche A Loan (other than the first Interest Period for the Tranche A Loan), the reference to a Default will be construed as a reference to an Event of Default.

When a representation and warranty is repeated, it is applied to the circumstances existing at the time of repetition.

Each Obligor (other than each Obligor incorporated in the British Virgin Islands) must, and each Obligor will procure that Shanghai Meadville Electronics Co., Ltd., Dongguan Meadville Circuits Limited and Dongguan Shengyi Electronics Limited will, supply to the Facility Agent in sufficient copies for all the Lenders:

its audited consolidated financial statements (or, if the relevant Obligor (other than the Company and the Parent) does not produce consolidated financial statements, its audited financial statements) for each of its financial years; and

its unaudited interim financial statements for the first half-year of each of its financial years.

Each Obligor incorporated in the British Virgin Islands must supply to the Facility Agent in sufficient copies for all the Lenders:

its unaudited consolidated financial statements (or, if the relevant Obligor does not produce consolidated financial statements, its unaudited financial statements) for each of its financial years; and

its unaudited interim financial statements for the first-half-year of each of its financial years.

All financial statements must be supplied as soon as they are available and:

in the case of the audited financial statements to be provided under paragraph (a) above, within 180 days;

in the case of the unaudited financial statements to be provided under paragraph (b) above, within 120 days; and

in the case of the unaudited interim financial statements to be provided under paragraphs (a) and (b) above, within 90 days,

of the end of the relevant financial period.

Each Obligor must ensure that each set of financial statements supplied under this Agreement gives (if audited) a true and fair view of, or (if unaudited) fairly represents, the financial condition (consolidated or otherwise) of the relevant person as at the date to which those financial statements were drawn up.

Each Obligor must notify the Facility Agent of any change to the manner in which its audited consolidated financial statements are prepared.

If requested by the Facility Agent, each Obligor must supply to the Facility Agent:

a full description of any change notified under paragraph (b) above; and

sufficient information to enable the Finance Parties to make a proper comparison between the financial position shown by the set of financial statements prepared on the changed basis and its most recent audited consolidated financial statements delivered to the Facility Agent under this Agreement.

If requested by the Facility Agent, the Obligors must enter into discussions for a period of not more than 30 days with a view to agreeing any amendments required to be made to this Agreement to place the Obligors and the Lenders in the same position as they would have been if the change had not happened. Any agreement between the Obligors and the Facility Agent will be, with the prior consent of the Majority Lenders, binding on all the Parties.

If no agreement is reached under paragraph (d) above on the required amendments to this Agreement, each Obligor must ensure that its auditors certify those amendments; the certificate of the auditors will be, in the absence of manifest error, binding on all the Parties.

The Parent and the Company must each supply to the Facility Agent a Compliance Certificate with each set of financial statements sent to the Facility Agent under this Agreement.

A Compliance Certificate must be signed by two authorised signatories of the Parent or, as the case may be, two authorised signatories of the Company.

copies of all documents despatched by the Parent, the Company and/or its Subsidiaries to the shareholders of the Parent (or any class of them) or its creditors generally or any class of them at the same time as they are despatched;

promptly upon becoming aware of them, details of any litigation, arbitration or administrative proceedings against the Parent or any member of the Group which are current, threatened or pending and which have or might, if adversely determined, expose any member of the Group to a financial liability equal to or greater than HK$40,000,000 (or its equivalent in other currencies) ;

promptly upon becoming aware of them, details of any change in authorised signatories of each Obligor (including specimen signatures of any newly appointed authorised signatories);

promptly on request, a list of the then current Material Subsidiaries; and

subject to any applicable listing rule restrictions, promptly on request, such further information regarding the financial condition, business and operations of any member of the Group as any Finance Party through the Facility Agent may reasonably request.

Unless each of the Facility Agent, the Factoring Agent and the Issuing Bank has already been so notified by another Obligor or Security Provider, each Obligor and each Security Provider must notify each of the Facility Agent, the Factoring Agent and the Issuing Bank of any Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence.

Promptly on request by the Facility Agent, the Parent and the Company must each supply to the Facility Agent a certificate, signed by two of its authorised signatories on its behalf, certifying that no Default is outstanding or, if a Default is outstanding, specifying the Default and the steps, if any, being taken to remedy it.

No Obligor may change its financial year end.

Each Obligor and each Security Provider must promptly on the request of any Finance Party supply to that Finance Party any documentation or other evidence which is reasonably requested by that Finance Party (whether for itself, on behalf of any Finance Party or any prospective new Lender) to enable a Finance Party or prospective new Lender to carry out and be satisfied with the results of all applicable customer due diligence requirements.

Each Lender must promptly on the request of the Facility Agent supply to the Facility Agent any documentation or other evidence which is reasonably required by the Facility Agent to carry out and be satisfied with the results of all customer due diligence requirements.

In this Clause:

Borrowings means, in respect of any person, any indebtedness for or in respect of moneys borrowed or raised by such person for the purpose of raising finance (without double-counting) in respect of:

any debit balances at banks and other financial institutions and any moneys borrowed or raised but excluding the loans owing to fellow Subsidiaries of the Relevant Group;

any bond, note, loan stock, debenture, bill of exchange or other security or debt instruments;

any acceptance or documents against payment or indebtedness of similar nature;

any lease or hire purchase or installment credit arrangement entered into primarily as a method of raising finance or of financing the acquisition of the assets leased;

receivables sold or discounted (otherwise than on a non-recourse basis); or

any guarantee, indemnity or other assurance against financial loss of any third party persons in respect of any of paragraphs (a) to (e) set out above.

the amount paid up or credited as paid up on the issued share capital of the Company or, as the case may be, the Parent; and

the amounts standing to the credit of the consolidated capital and revenue reserves (including but not limited to share premium account, capital redemption reserve fund, any credit balance of property revaluation reserves (provided that such revaluation is supported by a valuation report on the relevant property prepared by an independent reputable firm of valuer acceptable to the Facility Agent) and any credit balance on profit and loss account) of the Relevant Group,

deducting therefrom (if not otherwise deducted or excluded from the amounts under paragraphs (a) or (b) above):-

any amounts attributable to goodwill, capitalised research and development costs, intellectual property (including, but not limited to, patents and trade marks) and all other intangible assets;

any declared dividend or other distributions to Company’s shareholders or, as the case may be, the Parent’s shareholders, to the extent that such dividend or other distribution is not provided for in such consolidated balance sheet (audited in the event of consolidated balance sheet for a full financial year);

amounts attributable to minority interests in the Company’s Subsidiaries or, as the case may be, the Parent’s Subsidiaries; and

any debit balance on profit and loss account; and

making such adjustments as may be appropriate in respect of any variation in the interests of the Company or, as the case may be, the Parent in members of the Relevant Group (including, but without limiting the generality of the foregoing, any acquisition of a new member of the Relevant Group or disposal of an interest which causes an undertaking to cease to be a member of the Relevant Group) since the date of the latest consolidated balance sheet (audited in the event of consolidated balance sheet for a full financial year) of the Company or, as the case may be, the Parent, such adjustments being certified by the Relevant Group’s auditors as representing an accurate reflection of the revised Consolidated Tangible Net Worth,

Except as provided to the contrary in this Agreement, an accounting term used in this Clause is to be construed in accordance with the principles applied in connection with GAAP.

Any amount in a currency other than USD is to be taken into account at its USD equivalent calculated on the basis of:

the Facility Agent’s spot rate of exchange for the purchase of the relevant currency in the Hong Kong foreign exchange market with USD at or about 11.00 a.m. on the day the relevant amount falls to be calculated; or

if the amount is to be calculated on the last day of a financial period of the Company or the Parent, the relevant rates of exchange used by the Company or, as the case may be, the Parent in or in connection with its financial statements for that period.

No item must be credited or deducted more than once in any calculation under this Clause.

The Company must ensure that Consolidated Tangible Net Worth of the Group is:

at any time from 31 December 2009 to (and including) 30 December 2010, not less than HK$1,700,000,000;

at any time from 31 December 2010 to (and including) 30 December 2011, not less than HK$1,900,000,000; and

at any time from 31 December 2011, not less than HK$2,100,000,000.

The Parent must ensure that Consolidated Tangible Net Worth of the Parent Group is at any time not less than US$400,000,000.

The Company must ensure that the ratio of Consolidated Net Borrowings of the Group to Consolidated Tangible Net Worth of the Group:

at any time from 31 December 2009 to (and including) 30 December 2010, does not exceed 1.4 times;

at any time from 31 December 2010 to (and including) 30 December 2011, does not exceed 1.25 times; and

at any time from 31 December 2011, does not exceed 1.0 times.

The Parent must ensure that the ratio of Consolidated Net Borrowings of the Parent Group to Consolidated Tangible Net Worth of the Parent Group:

at any time from 31 December 2009 to (and including) 30 December 2010, does not exceed 1.0 times; and

at any time from 31 December 2010, does not exceed 0.8 times.

The Company must ensure that the ratio of EBITDA of the Group to Interest Expenses of the Group is not, at any time, less than 5 to 1.

The Parent must ensure that the ratio of EBITDA of the Parent Group to Interest Expenses of the Parent Group is not, at any time, less than 4 to 1.