Exhibit 10.29

  
	
   

  	
   

  
	
  

  	
  

  
	
   

  	
   

  
	
   

  	
  EXECUTION COPY

  



 


 


 


 


DATED JANUARY 11, 2010


 


 


DEUTSCHE BANK AG, HONG KONG BRANCH


AS FACILITY AGENT


 


DEUTSCHE BANK AG, HONG KONG
BRANCH


AS FACILITY CALCULATION
AGENT


 


DEUTSCHE BANK AG, HONG KONG BRANCH


AS ADMINISTRATION AGENT


 


DB TRUSTEES (HONG KONG) LIMITED


AS SECURITY AGENT


 


THE LENDERS


 


THE PERSONS NAMED HEREIN


AS OBLIGORS


 


AND


 


OTHERS


 


 






 


SECURITY TRUST DEED


 






 

















 


CONTENTS


 


	
  Clause

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
  1.

  	
  Definitions and
  Interpretation

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
  Ranking

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
  Hedging Agreement:
  Termination and Closing-out

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
  Turnover of Receipts

  	
   

  	
  9

  
	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
  Enforcement of Transaction
  Security

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
  Disposals and releases

  	
   

  	
  12

  
	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
  Application of Proceeds

  	
   

  	
  13

  
	
   

  	
   

  	
   

  	
   

  
	
  8.

  	
  The Security Agent

  	
   

  	
  17

  
	
   

  	
   

  	
   

  	
   

  
	
  9.

  	
  Changes to the Secured Parties

  	
   

  	
  31

  
	
   

  	
   

  	
   

  	
   

  
	
  10.

  	
  Changes to the Obligors

  	
   

  	
  34

  
	
   

  	
   

  	
   

  	
   

  
	
  11.

  	
  Accession of Swap
  Counterparties

  	
   

  	
  35

  
	
   

  	
   

  	
   

  	
   

  
	
  12.

  	
  Fees and Expenses

  	
   

  	
  37

  
	
   

  	
   

  	
   

  	
   

  
	
  13.

  	
  Payments

  	
   

  	
  38

  
	
   

  	
   

  	
   

  	
   

  
	
  14.

  	
  Information and dealing

  	
   

  	
  40

  
	
   

  	
   

  	
   

  	
   

  
	
  15.

  	
  Notices

  	
   

  	
  41

  
	
   

  	
   

  	
   

  	
   

  
	
  16.

  	
  Preservation

  	
   

  	
  42

  
	
   

  	
   

  	
   

  	
   

  
	
  17.

  	
  Consents, Amendments and
  Override

  	
   

  	
  44

  
	
   

  	
   

  	
   

  	
   

  
	
  18.

  	
  Counterparts

  	
   

  	
  45

  
	
   

  	
   

  	
   

  	
   

  
	
  19.

  	
  Governing Law

  	
   

  	
  45

  
	
   

  	
   

  	
   

  	
   

  
	
  20.

  	
  Enforcement

  	
   

  	
  45

  
	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULE 1 ORIGINAL PARTIES

  	
   

  	
  46

  
	
   

  	
   

  	
   

  
	
  SCHEDULE
  2 FORM OF OBLIGOR ACCESSION LETTER

  	
   

  	
  47

  
	
   

  	
   

  	
   

  
	
  SCHEDULE
  3 [INTENTIONALLY LEFT BLANK]

  	
   

  	
  49

  
	
   

  	
   

  	
   

  
	
  SCHEDULE
  4 FORM OF SWAP COUNTERPARTY ACCESSION LETTER

  	
   

  	
  50

  
	
   

  	
   

  	
   

  
	
  SCHEDULE
  5 FORM OF AGENT ACCESSION LETTER

  	
   

  	
  52

  
	
   

  	
   

  	
   

  
	
  SCHEDULE
  6 DOCUMENTS AND EVIDENCE FOR PROPOSED OBLIGOR PARTIES

  	
   

  	
  54

  



 


i

















 


THIS SECURITY TRUST DEED is dated January 11, 2010 and made between:


 


(1)                            DEUTSCHE
BANK AG, HONG KONG BRANCH as
facility agent for the Finance Parties (the “Facility
Agent”);


 


(2)                            DEUTSCHE
BANK AG, HONG KONG BRANCH as
calculation agent for the Finance Parties (the “Facility
Calculation Agent”);


 


(3)                            DEUTSCHE
BANK AG, HONG KONG BRANCH as
administration agent in respect of the Transaction Warrants (the “Administration Agent”);


 


(4)                            DB
TRUSTEES (HONG KONG) LIMITED as
security trustee for the Secured Parties (the “Security
Agent”);


 


(5)                            THE
PERSONS listed in Part I of
Schedule 1 (Original Parties) as lenders (the “Original
Lenders”);


 


(6)                            THE SWAP COUNTERPARTIES (as defined below);


 


(7)                            DEUTSCHE BANK AG, HONG KONG BRANCH as co-ordinating arranger (the “Arranger”); and


 


(8)                            THE
PERSONS listed in Part II of
Schedule 1 (Original Parties) (the “Original Obligors”).


 


NOW THIS DEED WITNESSES as follows:


 


1.                                 DEFINITIONS
AND INTERPRETATION


 


1.1                           Incorporation
of defined terms


 


Unless otherwise defined herein or the context
otherwise requires, terms and expressions defined in or construed for the
purposes of the Facility Agreement (for such purpose, in the form subsisting as
at the date of this Deed) shall have the same meaning herein.


 


1.2                           Definitions


 


In this Deed:


 


“Account
Control Agreement” means the account control agreement entered or to
be entered into between the Borrower, the Facility Agent, the Security Agent
and China Construction Bank as account manager in relation to the accounts of
the Borrower.


 


“Agent
Accession Letter” means a document substantially in the form of
Schedule 5 (Form of Agent Accession
Letter).


 


“AM”
means China Construction Bank Corporation as account manager under the Account
Control Agreement.


 


“this
Agreement” or “This Agreement”
means this Deed.


 


“Borrower”
means Tianjin New Highland Science and Technology Development Co., Ltd. , a
wholly-foreign owned enterprise established under the laws of the PRC.


 


1

















 


“Charged Property”
means all of the assets of the Obligors which from time to time are, or are
expressed to be, the subject of the Transaction Security.


 


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


 


“Equity
Pledge over Borrower” means the equity pledge entered into or to be
entered into between Parentco and the Security Agent pursuant to which, among other
things, Parentco grants Security to the Security Agent over all of its equity
interests in the Borrower.


 


“Event of
Default” means:


 


(a)                                       any Event of Default as defined in the Facility
Agreement (in the form subsisting as at the date of this Agreement); or


 


(b)                                      any Event of Default as defined in the Facility
Agreement (as amended and/or supplemented from time to time),


 


(and,
at all times after the Facility Release Date but prior to the Release Date, any
event or circumstance that would fall within paragraph (a) or (b) but
for the occurrence of the Facility Release Date still constitutes an “Event of
Default”).


 


“Existing Shareholders”
means Premium Sino and Wise Worldwide (each an “Existing
Shareholder”).


 


“Facility Agreement”
means the facility agreement dated 8 January 2010 between, among others,
the Borrower, Holdco, Parentco, the Arranger, Deutsche Bank AG, Hong Kong
Branch as calculation agent and facility agent and DB Trustees (Hong Kong)
Limited as Security Agent, as amended and restated by an amendment agreement
dated                              between,
among others, the Borrower and Deutsche Bank AG, Hong Kong Branch as facility
agent and calculation agent and DB Trustees (Hong Kong) Limited as security
agent.


 


“Facility Release Date”
means the first date after the date of this Agreement when (a) all of the
amounts outstanding under the Finance Documents have been discharged in full, (b) no
Finance Party is under any obligation (whether actual or contingent) to make
any further advance or financial accommodation under any Finance Document and (c) no
further Lender Accession Memorandum may be delivered in accordance with the
terms of the Facility Agreement.


 


“Fee Letter” has
the meaning given to it in the Facility Agreement (in the form subsisting as at
the date of this Agreement).


 


“Finance Documents”
means the Facility Agreement, the Security Documents, any Fee Letter, any
Lender Accession Memorandum and any other document(s) designated as such
by the Facility Agent and the Borrower (each a “Finance
Document”).


 


2

















 


“Finance
Parties” means the Arranger, the Facility Agent, the Security Agent,
the Facility Calculation Agent and the Lenders (each a “Finance Party”).


 


“Founder”
means Mr, Liu Qingzeng ,
with passport number G27332374 issued by the People’s Republic of China.


 


“Hedging Agreement” means any master agreement, confirmation, schedule
or other agreement entered into or to be entered into by the Borrower and a
Swap Counterparty for the purpose of hedging the Borrower’s exposure to
fluctuations in interest rates and/or currency exchange rates (including
without limitation any such exposure in connection with the Facility).


 


“Hedging Release Date”
means the first date after the date of this Agreement when (a) the
Facility Release Date has occurred, (b) all of the amounts outstanding
under the Hedging Agreements have been discharged in full and (c) no
Treasury Transaction is outstanding under any Hedging Agreement.


 


“Holdco” means
Superport Limited, a BVI Business Company incorporated in the British Virgin
Islands.


 


“Holdco Debenture”
means the debenture entered into or to be entered into between Holdco and the
Security Agent pursuant to which, among other things, Holdco grants Security
over its assets (including without limitation all of the shares in Parentco) to
the Security Agent.


 


“Instructing Group”
means:


 


(a)                                       (at all times, except when paragraph (b) or (c) applies)
the Facility Agent (acting on the instructions of the Majority Lenders);


 


(b)                                      (at all times after the Facility Release Date but
prior to the Warrant Release Date) the Transaction Warrant Holders acting
through a Transaction Written Consent; or


 


(c)                                       (at all times after the Facility Release Date and the
Warrant Release Date) each Swap Counterparty acting together.


 


“Lender” means:


 


(a)                                      any Original Lender; and/or


 


(b)                                     any person that has become a party to this Agreement as a “Lender”
pursuant to Clause 9.2 (Accession of New
Lender).


 


“Mortgage
over LHD Units” means the mortgage entered into between or to be
entered into between the Borrower and the Security Agent pursuant to which,
among other things, the Borrower grants Security over the Existing LHD Units,
the Financed LHD Units and the Upcoming LHD Units to the Security Agent.


 


“Obligor Accession Letter”
means a deed in substantially the form set out in Schedule 2 (Form of Obligor Accession Letter).


 


3

















 


“Obligors”
means the Borrower, Parentco, Holdco, the Existing Shareholders and each other
party to any Transaction Document (other than a Secured Party, the AM, the
Administration Agent and the Warrant Calculation Agent) (each an “Obligor”).


 


“Offshore
Security Documents” means the Security Documents (other than the
Onshore Security Documents and this Agreement).


 


“Onshore
Security Documents” means any Security Document the grantor of
security under which is the Borrower.


 


“Ordinary
Shares” means ordinary shares in the share capital of Holdco.


 


“Parentco” means
International Petroleum Services Corporation Limited, a company incorporated in
Hong Kong with company number 1165755.


 


“Parentco Debenture”
means the debenture entered into or to be entered into between Parentco and the
Security Agent pursuant to which, among other things, Parentco grants Security
over its assets to the Security Agent.


 


“Party” means a
party to this Agreement.


 


“Pledge over Deposit
Certificates” means a pledge over deposit certificates relating to
the Onshore Cash Collateral Account entered into or to be entered into between
the Borrower and the Security Agent pursuant to which, among other things, the
Borrower grants Security to the Security Agent over the deposit certificates
relating to the Onshore Cash Collateral Account.


 


“Pledge over
Receivables” means the pledge entered or to be entered into between
the Borrower and the Security Agent pursuant to which, among other things, the
Borrower grants Security over its receivables relating to the Material Sales
Contracts to the Security Agent.


 


“PRC”
means the People’s Republic of China (excluding for such purposes Hong Kong
Special Administrative Region, Macau Special Administrative Region and Taiwan).


 


“Premium Sino”
means Premium Sino Finance Limited, a BVI Business Company with limited
liability incorporated in the British Virgin Islands.


 


“Release Date”
means the date on which the Facility Release Date, the Hedging Release Date and
the Warrant Release Date have all occurred.


 


“Relevant Hedging Agreement” means any master agreement, confirmation, schedule
or other agreement entered into or to be entered into by the Borrower and any
applicable counterparty for the purpose of hedging the Borrower’s exposure to
fluctuations in interest rates and/or currency exchange rates (including
without limitation any such exposure in connection with the Facility).


 


“Secured Parties”
means the Transaction Finance Parties and the Transaction Warrant Holders (each
a “Secured Party”).


 


4

















 


“Secured
Obligations” means all obligations and/or liabilities owing or
expressed to be owing to the Secured Parties or any of them by the Obligors or
any of them under or pursuant to the Transaction Documents or any of them
whether present or future, actual or contingent (and whether incurred by any
Obligor alone or jointly, and whether as principal or surety or in some other
capacity, and including without limitation any such obligations and/or
liabilities in respect of any Tranche established under the Facility Agreement
after the date of this Deed and/or any Transaction Warrant issued under any
Transaction Warrant Instrument after the date of this Deed).


 


“Secured Onshore
Obligations” means the Secured Obligations other than the Secured
Warrant Obligations.


 


“Secured
Warrant Obligations” means all obligations and/or liabilities owing
or expressed to be owing to the Transaction Warrant Holders or any of them by
the Obligors or any of them under or pursuant to the Transaction Warrant
Documents or any of them whether present or future, actual or contingent (and whether
incurred by any Obligor alone or jointly, and whether as principal or surety or
in some other capacity, and including without limitation any such obligations
and/or liabilities in respect of any Transaction Warrant issued under any
Transaction Warrant Instrument after the date of this Deed).


 


“Security
Documents” means:


 


(a)                                      the Share Charge over Holdco;


 


(b)                                     the Equity Pledge over Borrower;


 


(c)                                      the Holdco Debenture (incorporating a share charge over all of the
shares in Parentco);


 


(d)                                     the Parentco Debenture;


 


(e)                                      the Pledge over Deposit Certificates;


 


(f)                                        the Account Control Agreement;


 


(g)                                     the Mortgage over LHD Units;


 


(h)                                     the Pledge over Receivables;


 


(i)                                         any supplement entered into or to be entered into pursuant to the Pledge
over Deposit Certificates, Mortgage over LHD Units or the Pledge over
Receivables;


 


(j)                                         any Subordination Deed;


 


(k)                                      this Agreement; and


 


(l)                                         any other document or instrument creating or governing any security for
any or all of the Secured Obligations,


 


(each a “Security
Document”).


 


5

















 


“Security Enforcement
Action” means the taking of any steps to enforce or require the
enforcement of any Transaction Security (including the crystallisation of any
floating charge forming part of the Transaction Security) or any right or
remedy under any Security Document.


 


“Share Charge
over Holdco” means the share mortgage entered into or to be entered
into between Premium Sino and the Security Agent pursuant to which, among other
things, Premium Sino grants Security to the Security Agent over shares in
Holdco.


 


“Subordination
Deed” means a subordination deed in form and substance satisfactory
to the Security Agent and providing for the subordination of the obligations
specified therein to the Secured Obligations.


 


“Swap
Counterparty” means any person that has become a party hereto
pursuant to Clause 11 (Accession of Swap
Counterparties).


 


“Swap
Counterparty Accession Letter” means a document substantially in the
form of Schedule 4 (Form of Swap Counterparty
Accession Letter).


 


“Transaction Agents”
means the Facility Agent, the Facility Calculation Agent and the Security Agent
(each a “Transaction Agent”).


 


“Transaction
Documents” means the Transaction Finance Documents and the
Transaction Warrant Documents (each a “Transaction
Document”).


 


“Transaction
Finance Documents” means the Finance Documents and the Hedging
Agreements (each a “Transaction Finance
Document”).


 


“Transaction
Finance Parties” means the Lenders, each Swap Counterparty, the
Arranger, the Facility Calculation Agent, the Facility Agent and the Security
Agent (each a “Transaction Finance Party”).


 


“Transaction Security”
means the Security created or expressed to be created in favour of any or all
of the Secured Parties pursuant to or under any or all of the Security
Documents.


 


“Transaction
Security Proceeds” means, in relation to any Security Document, any
amounts and/or proceeds received or recovered pursuant to any enforcement of
any Transaction Security under such Security Document and/or the exercise or
enforcement of any rights or remedies under or in respect of such Security
Document and/or otherwise pursuant to the terms of such Security Document.


 


“Transaction
Warrants” means the warrants to purchase Ordinary Shares pursuant to
the Transaction Warrant Instruments.


 


“Transaction Warrant
Documents” means the Transaction Warrant Instruments and the Warrant
Agency Agreement.


 


“Transaction Warrant
Holders” means the holders of the Transaction Warrants as determined
in accordance with the provisions of the Transaction Warrant Instruments
applicable to such Transaction Warrants.


 


6














 


“Transaction
Warrant Instruments” means the warrant instruments dated 8 January 2010
and entered into by Premium Sino as issuer, Holdco, Parentco and the Founder,
pursuant to which Premium Sino grants warrants entitling the holders thereof to
purchase shares in Holdco.


 


“Transaction Written
Consent” has the meaning given to it in Warrant Agency Agreement (in
the form subsisting as at the date of this Agreement).


 


“Treasury
Transaction” means any derivative transaction entered into in
connection with protection against or benefit from fluctuation in any rate,
index, price or other benchmark.


 


“Warrant Agency Agreement”
means the warrant agency agreement dated                                 between
Premium Sino and Deutsche Bank AG, Hong Kong Branch as administration agent and
calculation agent.


 


“Warrant
Calculation Agent” means the person acting as calculation agent in
respect of the Transaction Warrants under the Warrant Agency Agreement (being
currently Deutsche Bank AG, Hong Kong Branch).


 


“Warrant Release Date”
means the first date after the date of this Agreement when (a) all of the
amounts outstanding under the Transaction Warrant Documents have been
discharged in full, (b) none of the Transaction Warrants is outstanding
and (c) no further Transaction Warrant may be issued in accordance with
the terms of any Transaction Warrant Document.


 


“Wise Worldwide”
means Wise Worldwide Limited, a BVI Business Company with limited liability
incorporated in the British Virgin Islands.


 


1.3                           Construction


 


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


 


(i)                        any
Security Agent, the Facility Agent, the Facility Calculation Agent, the
Administration Agent, any Lender, any Swap Counterparty, any Transaction
Warrant Holder, any Obligor, any Finance Party, any Transaction Finance Party
or any Secured Party shall be construed so as to include its successors in
title, permitted assignees and permitted transferees; and


 


(ii)                     this
Agreement, the Facility Agreement, any other Transaction Document or any other
agreement or instrument is a reference to this Agreement, the Facility
Agreement, that other Transaction Document or (as the case may be) that other
agreement or instrument, as amended, novated, supplemented, extended, replaced
or restated (in each case however fundamentally).


 


(b)                                      The rules of construction set out in Clause 1.2 (Construction) of the Facility Agreement
(for such purpose, in the form subsisting as at the date of this Deed) shall
apply to this Agreement mutatis mutandis.


 


7

















 


(c)                                       A Default (other than an Event of Default) is “continuing” if it has not been remedied or
waived. An Event of Default is “continuing”
if it has not been waived (such waiver shall not be unreasonably withheld or delayed
if the applicable Event of Default has been remedied).


 


(d)                                      Section, Clause and Schedule headings are for ease of
reference only.


 


1.4                           Wise
Worldwide


 


For the avoidance of doubt and without
prejudice to Wise Worldwide’s obligations under any Subordination Deed to which
it is party, Wise Worldwide shall not, merely by virtue of being party to this
Agreement, be liable for the entire Facility amount or the entire Secured
Obligations.


 


2.                                 RANKING


 


Each of the Parties agrees that the Secured
Obligations rank (among themselves) in accordance with the order of priority
set out in Clause 7 (Application of Proceeds).


 


3.                                 HEDGING
AGREEMENT: TERMINATION AND CLOSING-OUT


 


3.1                           Notwithstanding the terms of
any Hedging Agreement, no Swap Counterparty may terminate or close out all or
any part of any Hedging Agreement or any Treasury Transaction thereunder prior
to its maturity date unless:


 


(a)                                       it is illegal for it to continue to comply with its
obligations under that Hedging Agreement or Treasury Transaction;


 


(b)                                      acceleration of all or any amounts outstanding under
the Finance Documents under Clause 22.23 (Acceleration)
of the Facility Agreement has occurred;


 


(c)                                       any liquidation, administration, winding up,
dissolution or bankruptcy proceedings have been commenced against any member of
the Group; or


 


(d)                                      an Event of Default is continuing and the Facility
Agent (acting on the instructions of the Majority Lenders) consents to such
termination or close out,


 


and,
in each case:


 


(i)                                    it has notified the Facility Agent and the Security Agent in writing of
its intention to do so; and


 


(ii)                                 it is entitled to do so under the terms of the relevant Hedging
Agreement.


 


3.2                           Following an acceleration of
all or any amounts outstanding under the Finance Documents under Clause 22.23 (Acceleration) of the Facility Agreement,
each Swap Counterparty must:


 


(a)                                       exercise any rights it may have to terminate and close out each Hedging
Agreement to which it is a party and each Treasury Transaction thereunder; and


 


(b)                                      pay any and all amounts owed and due and payable by it to the Borrower
under any or all of the Hedging Agreements, to the Security Agent for
application


 


8

















 


under this Agreement.


 


4.                                 TURNOVER
OF RECEIPTS


 


4.1                           Payments
to Transaction Finance Parties


 


If a Transaction Finance Party (a “Recovering Finance Party”) receives or
recovers any amount from or in respect of any Obligor (“Relevant Obligor”) (including without
limitation pursuant to any set-off) other than in accordance with Clause 7 (Application of Proceeds) and applies that amount to a
payment due under any Transaction Finance Document then:


 


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


 


(b)                                      the Facility Agent (or, after the Facility Release
Date, the Security Agent) shall determine whether such receipt or recovery is
in excess of the amount that the Recovering Finance Party would have been paid
had such receipt or recovery been received or made by a Transaction Agent and
distributed in accordance with Clause 7 (Application of Proceeds),
without taking account of any Tax which would be imposed on any Transaction
Agent in relation to such receipt, recovery or distribution; and


 


(c)                                       the Recovering Finance Party shall, within three
Business Days of demand by a Transaction Agent, pay to the Facility Agent (or,
where the Recovering Finance Party is a Swap Counterparty, the Security Agent)
an amount (the “Sharing Payment”)
equal to such receipt or recovery less any amount which such Transaction Agent
determines may be retained by the Recovering Finance Party as its share of any
payment to be made (by reference to such receipt or recovery) in accordance
with Clause 7 (Application of Proceeds),


 


provided that issuance or transfer of any
shares of Holdco to any Transaction Warrant Holder in accordance with the terms
of any Transaction Warrant Document shall not be construed as a receipt or
recovery of any amount under any Transaction Document for the purpose of this
Clause 4.


 


4.2                           Redistribution
of payments


 


The Transaction Agent to which such Sharing
Payment is made shall treat such Sharing Payment as if it had been paid by the
Relevant Obligor and distribute it between the applicable Transaction Finance
Parties and/or Secured Parties (other than, in each case, the Recovering
Finance Party) in accordance with Clause 7 (Application of Proceeds).


 


4.3                           Recovering
Finance Party’s rights


 


(a)                                       On a distribution by a Transaction Agent under Clause
4.2 (Redistribution of payments),
the Recovering Finance Party will be subrogated to the rights of the applicable
Transaction Finance Parties and/or the Secured Parties which have shared in
such distribution.


 


(b)                                      If and to the extent that the Recovering Finance Party
is not able to rely on its


 


9

















 


rights under paragraph (a) above, the Relevant Obligor (if party
hereto, or if the Relevant Obligor is not party hereto, the Borrower) shall be
liable to the Recovering Finance Party for a debt equal to the Sharing Payment
which is immediately due and payable.


 


4.4                           Reversal
of redistribution


 


To the extent that any part of the amount
received or recovered by a Recovering Finance Party (which amount gives rise to
any Sharing Payment) becomes repayable and is repaid by that Recovering Finance
Party, then:


 


(a)                                       each Lender or Swap Counterparty which has received a
share of such Sharing Payment pursuant to Clause 4.2 (Redistribution of payments) shall, upon
request of any Transaction Agent, pay to the Facility Agent (or, if that
Recovering Finance Party is a Swap Counterparty, the Security Agent) for
account of that Recovering Finance Party an amount equal to the appropriate
part of its share of such Sharing Payment (together with an amount as is
necessary to reimburse that Recovering Finance Party for its proportion of any
interest on such repayable amount which that Recovering Finance Party is
required to pay); and


 


(b)                                      that Recovering Finance Party’s rights of subrogation
in respect of any reimbursement shall be cancelled and the Relevant Obligor (if
party hereto, or if the Relevant Obligor is not party hereto, the Borrower)
will be liable to each reimbursing Lender for the amount so reimbursed.


 


4.5                           Exceptions


 


(a)                                       This Clause 4 shall not apply to the extent that the
Recovering Finance Party would not, after making any payment pursuant to this
Clause, have a valid and enforceable claim against the Relevant Obligor or the
Borrower.


 


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


 


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


 


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


 


5.                                 ENFORCEMENT
OF TRANSACTION SECURITY


 


5.1                           Enforcement
of Transaction Security


 


Subject to Clauses 5.2 (Protective measures) and 5.4 (Amendments and release of Transaction Security),
the Security Agent will only take any Security Enforcement Action at the
request of and in accordance with the instructions of an Instructing Group,
provided that if the Security Agent receives an instruction from the
Transaction Warrant Holders pursuant to a Transaction Written Consent, it shall
not be bound to take any


 


10

















 


Security Enforcement Action or any other action
unless first indemnified and/or provided with security to its satisfaction
against all liabilities, proceedings, claims and demands to which it may
thereby become liable and all costs, charges and expenses which may be incurred
by it in connection therewith and provided that the Security Agent shall not be
held liable for the consequence of taking any such action and may take such
action without having regard to the effect of such action on individual
Transaction Warrant Holders or a Swap Counterpart.


 


5.2                           Protective
measures


 


The
Security Agent shall be entitled (but shall not be obliged, in the absence of
any express instructions in accordance with Clause 5.1 (Enforcement of Transaction Security)), on
its own initiative and without requiring instructions from any Secured Party,
to take all such action of an administrative, technical or similar nature which
is, in the opinion of the Security Agent, required or desirable to be taken for
the purpose of creating, perfecting, preserving or managing (but not enforcing)
any or all of the Transaction Security as required or permitted under the terms
of the Security Documents and/or creating, giving effect to or preserving any
subordination as required or permitted under the terms of the Security
Documents.


 


5.3                           Waiver
as to manner of enforcement


 


To the extent permitted under applicable law
and subject to Clauses 5.1 (Enforcement of
Transaction Security) and 6 (Disposals
and releases) and any applicable
requirements of the Security Documents, each of the Parties (other than the
Security Agent) waives all rights it may otherwise have to require (and none of
the Transaction Warrant Holders shall have any right to require) that the
Transaction Security be enforced, or any right or remedy given to the Security
Agent under any Security Document to be exercised or enforced, in any
particular order or manner or at any particular time or that any sum received
or recovered from any person, or by virtue of the enforcement of any of the
Transaction Security or of any other security interest or the exercise or
enforcement of any right or remedy, which is capable of being applied in or
towards discharge of any of the Secured Obligations is so applied.


 


5.4                           Amendments
and release of Transaction Security


 


Subject to Clause 6 (Disposals
and releases), none of the
Secured Parties shall take or procure or agree to take or procure any of the
following actions, or agree to or give any approval, authorisation, consent or
waiver in respect of:


 


(a)                                       any amendment to or waiver under any Security Document
(which amendment or waiver does not constitute any termination or release or
waiver falling within paragraph (b)) without the prior consent of:


 


(i)                        (at
all times prior to the Facility Release Date) the Majority Lenders;


 


(ii)                     (at
all times prior to the Hedging Release Date) each Swap Counterparty; and


 


(iii)                  (at
all times prior to the Warrant Release Date) the Transaction Warrant Holders
pursuant to a Transaction Written Consent; or


 


11

















 


(b)                                      any termination of, any Security Document, or any
release (other than any release required to be granted under the terms of the
relevant Security Documents(s)) or waiver of any Transaction Security, without
the prior consent of (i) all of the Lenders, (ii) each Swap
Counterparty and (iii) the Transaction Warrant Holders pursuant to a
Transaction Written Consent.


 


None of the Transaction Agents shall incur any
liability for failing to take or procure or agree to take or procure any of the
above actions, or failing to agree to or give any approval, authorisation,
consent or waiver in respect of any of the above matters in the absence of such
prior consent.


 


6.                                 DISPOSALS
AND RELEASES


 


6.1                           Disposals
before Security Enforcement Action


 


Prior to the commencement of the enforcement of
any Transaction Security, upon any disposal of any asset (that is subject to
any Transaction Security) which disposal is permitted by (and not restricted
under, and will not give rise to any Default under, any of) the Transaction
Documents, the Security Agent holding such Transaction Security shall be
authorised (at the cost of the applicable Obligor granting such Transaction
Security) to release such asset so disposed of from such Transaction Security
and is authorised to execute or enter into, on behalf of and without the need
of any further authority from, any of the Secured Parties, any release of such Transaction
Security over or any other claim of any Secured Party over such asset and to
issue any certificates of non-crystallisation of any floating charge that may,
in the absolute discretion of the Security Agent, be considered necessary or
desirable.


 


6.2                           Disposal
after Security Enforcement Action


 


If any assets are sold or otherwise disposed of
by (or on behalf of) the Security Agent (acting in accordance with this
Agreement) as a result of enforcement of any Transaction Security, the Security
Agent shall be authorised (at the cost of the applicable Obligor granting such
Transaction Security or, as otherwise instructed by an Instructing Group) to
release those assets from such Transaction Security and is:


 


(a)                                       authorised to execute or enter into, on behalf of and,
without the need for any further authority from, any of the Secured Parties any
release of such Transaction Security over or any other claim of any Secured
Party over such assets and to issue any certificates of non-crystallisation of
any floating charge that may, in the absolute discretion of the Security Agent,
be considered necessary or desirable; and


 


(b)                                      (in the case where such assets so disposed of consist
of all of the shares and/or equity interests in any member of the Group) if so
expressly instructed by an Instructing Group, entitled to execute or enter into
the release of each such member of the Group and (in each case) any Subsidiary
thereof from all liabilities (whether actual or contingent) that it may have to
any Obligor under any guarantee or indemnity in respect of any of the Secured
Obligations (including without limitation any liability to any other Obligor by
way of guarantee, contribution, subrogation or indemnity) and such release
shall be binding on each Obligor,


 


12

















 


provided that all of the proceeds of such sale or disposal are applied
towards the discharge of the applicable Secured Obligations as part of the
proceeds of enforcement of Transaction Security.


 


6.3                           Releases


 


Each of the Parties shall execute any
assignments, transfers, releases or other documents that the Security Agent may
reasonably consider to be necessary or desirable to give effect to any release
or disposal referred to and permitted under this Clause 6.


 


7.                                 APPLICATION
OF PROCEEDS


 


7.1                           Order
of application — non-Transaction Security proceeds


 


If
any Transaction Finance Party receives or recovers an amount from or in respect
of any Obligor under or in connection with any Transaction Finance Document
(other than Transaction Security Proceeds in respect of any Security Document)
which amount is insufficient (or is not applied) to discharge all the amounts
then due and payable by such Obligor under the Transaction Finance Documents,
then such amount shall be applied towards the obligations of such Obligor to
the Transaction Finance Parties under the Transaction Finance Documents in the
following order:


 


(a)                                       firstly, in or towards payment pro rata of any unpaid fees,
costs and expenses of the Transaction Agents and the Arranger under the Finance
Documents;


 


(b)                                      secondly, in or towards payment pro rata of (A) any
accrued interest, fee or commission due but unpaid under the Finance Documents
and (B) any sum (other than any sum payable in respect of termination,
unwinding or rescission of any Treasury Transaction or any reimbursement of
costs, expenses or Taxes) due to any Swap Counterparty under the Hedging
Agreements but unpaid;


 


(c)                                       thirdly, in or towards payment pro rata of (A) any
principal on the Loans (or any part thereof) due but unpaid under the Finance
Documents and (B) any sum due but unpaid to any Swap Counterparty under
any Hedging Agreement in respect of any termination, unwinding or rescission of
any Treasury Transaction under such Hedging Agreement; and


 


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


 


7.2                           Order
of application — offshore security


 


All Transaction Security Proceeds in respect of
any Offshore Security Document shall (subject to the provisions of this Clause
7 and the provisions of such Offshore Security Document) be applied towards the
discharge of the Secured Obligations in the following order of priority:


 


(a)                                       first, in or towards the payment pro rata of all costs, charges, losses,
liabilities and/or expenses incurred by the Security Agent and/or any receiver(s) in
or in connection with the exercise or enforcement of any Transaction Security
and/or rights and remedies under any Security Document giving rise to the
receipt or recovery of such Transaction Security Proceeds;


 


13

















 


(b)                                      secondly, in or towards payment pro rata of any unpaid fees,
costs and expenses of the Transaction Agents and the Arranger under the Finance
Documents;


 


(c)                                       thirdly, in or towards payment pro rata of (A) any
accrued interest, fee or commission due but unpaid under the Finance Documents
and (B) any sum (other than any sum payable in respect of termination,
unwinding or rescission of any Treasury Transaction or any reimbursement of
costs, expenses or Taxes) due to any Swap Counterparty under the Hedging
Agreements but unpaid;


 


(d)                                      fourthly, in or towards payment pro rata of (A) any
principal on the Loans (or any part thereof) due but unpaid under the Finance
Documents and (B) any sum due but unpaid to any Swap Counterparty under
any Hedging Agreement in respect of any termination, unwinding or rescission of
any Treasury Transaction under such Hedging Agreement; and


 


(e)                                       fifthly, in or towards payment pro rata of any other sum due
but unpaid under the Transaction Documents (including without limitation any
sum due but unpaid under any Transaction Warrant Instrument).


 


7.3                           Order
of application — onshore security


 


All Transaction Security Proceeds in respect of
any Onshore Security Document shall (subject to the provisions of this Clause 7
and the provisions of such Onshore Security Document) be towards the discharge
of the Secured Onshore Obligations in the following order of priority:


 


(a)                                       first, in or towards the payment pro rata of all costs, charges, losses,
liabilities and/or expenses incurred by the Security Agent and/or any receiver(s) in
or in connection with the exercise or enforcement of any Transaction Security
and/or rights and remedies under any Security Document giving rise to the
receipt or recovery of such Transaction Security Proceeds;


 


(b)                                      secondly, in or towards payment pro rata of any unpaid fees,
costs and expenses of the Transaction Agents and the Arranger under the Finance
Documents;


 


(c)                                       thirdly, in or towards payment pro rata of (A) any
accrued interest, fee or commission due but unpaid under the Finance Documents
and (B) any sum (other than any sum payable in respect of termination,
unwinding or rescission of any Treasury Transaction or any reimbursement of
costs, expenses or Taxes) due to any Swap Counterparty under the Hedging
Agreements but unpaid;


 


(d)                                      fourthly, in or towards payment pro rata of (A) any
principal on the Loans (or any part thereof) due but unpaid under the Finance
Documents and (B) any sum due but unpaid to any Swap Counterparty under
any Hedging Agreement in respect of any termination, unwinding or rescission of
any Treasury Transaction under such Hedging Agreement; and


 


(e)                                       fifthly, in or towards payment pro rata of any other sum due
but unpaid under the Transaction Finance Documents


 


14

















 


7.4                           Override


 


(a)                                       The order set out in paragraphs (b) to (d) of
Clause 7.1 (Order of application — non-Transaction Security
proceeds), paragraphs (c) to (e) of Clause 7.2 (Order of application — offshore security) and/or the order
set out in paragraphs (c) to (e) of Clause 7.3 (Order of
application — onshore security) shall be varied at the direction of
the Majority Lenders and each Swap Counterparty.


 


(b)                                      Clause 7.1 (Order of application —
non-Transaction Security proceeds), Clause 7.2 (Order of
application — offshore security), Clause 7.3 (Order of
application — onshore security), this Clause 7.4 and Clause 7.5 (Investment of proceeds) shall override any appropriation
made by any Obligor.


 


7.5                           Investment
of proceeds


 


Prior to or pending the application of any
amount received or recovered by the Security Agent under or in connection with
any Transaction Document in accordance with Clause 7.1 (Order of
application — non-Transaction Security proceeds) to Clause 7.4 (Override) the Security Agent may, at its discretion, hold
all or part of such amount in suspense or impersonal account(s) in the
name of the Security Agent with such financial institution (including itself)
and for so long as the Security Agent shall think fit, pending application of
such amount from time to time at the Security Agent’s discretion in accordance
with the provisions of Clause 7.1 (Order of application —
non-Transaction Security proceeds) to Clause 7.4 (Override).


 


7.6                           Currency
Conversion


 


(a)                                       For the purpose of, or pending the discharge of, any
of the Secured Obligations each Transaction Agent may convert any amount
received or recovered by such Transaction Agent from one currency to another,
at the spot rate at which such Transaction Agent is able (in its ordinary
course of business) to purchase the currency in which the applicable Secured
Obligations are due or outstanding with such amount so received or recovered.


 


(b)                                      The obligations of any Obligor to pay the applicable
Secured Obligations in the due currency shall only be satisfied to the extent
of the amount (in the due currency of such Secured Obligations) so applied
towards such Secured Obligations after such conversion and after deducting the
costs of such conversion.


 


7.7                           Permitted
Deductions


 


The Security Agent shall be entitled (a) to
set aside by way of reserve amounts required to meet and (b) to make and
pay, any deductions and withholdings (on account of Taxes or otherwise) which
it is or may be required by any applicable law to make from any distribution or
payment made by it under this Agreement, and to pay all Taxes which may be
assessed against it in respect of any of the Charged Property, or as a consequence
of performing its duties, or by virtue of its capacity as Security Agent under
any of the Transaction Documents or otherwise.


 


7.8                           Good
Discharge


 


(a)                                       Any payment or distribution to be made in respect of
any of the Secured Obligations by the Security Agent to a Finance Party (other
than itself) may be


 


15

















 


made to the Facility Agent on behalf of such Finance Party and any
payment made in that way shall be a good discharge, to the extent of that
payment or distribution, by the Security Agent.


 


(b)                                      The Security Agent is under no obligation to make any
payment or distribution under this Agreement in the same currency as that in
which the applicable Secured Obligations are denominated.


 


7.9                           Calculation
of Amounts


 


(a)                                       For the purpose of calculating any person’s share of
any sum payable to or by it, each Transaction Agent shall be entitled to:


 


(i)                        notionally
convert any or all of the Secured Obligations owed to any person into a common
base currency (decided in its discretion by the Security Agent), that notional
conversion to be made at the spot rate, at which the Security Agent is able (in
its ordinary course of business) to purchase the notional base currency with
the actual currency in which such Secured Obligations owing to such person are
denominated, at the time at which that calculation is to be made; and


 


(ii)                     assume
that all amounts paid or distributed by such Transaction Agent to any Secured
Party (or, in the case of the Security Agent, assume that any amount paid or
distributed by the Security Agent to the Facility Agent for the account of any
Finance Party) for application towards the discharge of any Secured Obligations
have been applied in discharge of such Secured Obligations in accordance with the
terms of the Transaction Documents under which such Secured Obligations have
arisen.


 


(b)                                      The Security Agent shall be entitled to rely on any
information provided by the Facility Agent as to the amount and/or nature of
any amount due but unpaid to any Finance Party (other than the Security Agent)
under any Finance Document.


 


(c)                                       Each of the Swap Counterparties and the Transaction
Warrant Holders shall promptly provide each Transaction Agent upon request with
information as to the amount and nature of any amount due but unpaid to it by
any Obligor under any Transaction Document, and (i) each Transaction Agent
shall be entitled to rely on such information so provided and (ii) if any
such Swap Counterparty or Transaction Warrant Holder shall have failed to provide
such information promptly upon such request by any Transaction Agent, such
Transaction Agent shall be entitled to assume that no amount is due but unpaid
to such Swap Counterparty or (as the case may be) Transaction Warrant Holder at
the time of such request.


 


(d)                                      Without prejudice to paragraphs (b) and (c), each
Secured Party shall supply such information that the Security Agent may
reasonably specify as being necessary or desirable to enable the Security Agent
to perform its functions as Security Agent.


 


16














 


8.                                 THE
SECURITY AGENT


 


8.1                           Appointment


 


(a)                                       Each Transaction Finance Party (other than the
Security Agent) appoints the Security Agent to act as its security trustee
under and in connection with the Finance Documents.  By accepting any Transaction Warrant, each
Transaction Warrant Holder agrees to the appointment of the Security Agent to
act as its security trustee under and in connection with the Finance Documents.


 


(b)                                      The Security Agent declares that it shall hold:


 


(i)                               any Transaction Security under any Offshore Security Document and all of
its rights and benefits under any Offshore Security Document on trust for the
Secured Parties; and


 


(ii)                            any Transaction Security under any Onshore Security Document and all of
its rights and benefits under any Onshore Security Document on trust for the
Transaction Finance Parties,


 


on the terms contained in this Agreement.  This provision shall override the provisions
of paragraph (b) of Clause 25.3 (Appointment of Security
Agent) of the Facility Agreement.


 


(c)                                       Each of the Transaction Finance Parties (other than
the Security Agent) and (by accepting any Transaction Warrant) each Transaction
Warrant Holder authorises the Security Agent to exercise the rights, powers,
authorities and discretions specifically given to the Security Agent under or
in connection with the Finance Documents together with any other incidental
rights, powers, authorities and discretions.


 


(d)                                      The Security Agent shall have only those duties,
obligations and responsibilities expressly specified in this Agreement or in
the Security Documents to which it is expressed to be a party (and no others
shall be implied).


 


8.2                           No
independent power


 


The Secured Parties shall not have any
independent power to enforce, or have recourse to, any of the Transaction
Security or to exercise any rights or powers arising under the Security
Documents except through the Security Agent.


 


8.3                           Duties
of the Security Agent


 


(a)                                       The Security Agent shall promptly inform the Facility
Agent of the contents of any notice or document or payment received by it (in
its capacity as security trustee) from any Obligor under any Finance Document.


 


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


 


17

















 


(c)                                       If the Security Agent receives notice from any party
to any Finance Document referring to a Finance Document, describing a Default
and stating that the circumstance described is a Default, it shall promptly
notify the Facility Agent.


 


(d)                                      The Security Agent shall have only those duties,
obligations and responsibilities expressly specified in the Finance Documents
to which the Security Agent is party (and no others shall be implied).


 


8.4                           No
fiduciary duties


 


(a)                                       Nothing in this Agreement constitutes the Security
Agent as a trustee or fiduciary of any other person (except to the extent
expressly provided in Clause 8.1 (Appointment)).


 


(b)                                      The Security Agent shall not be bound to account to
any other Secured Party for any sum or the profit element of any sum received
by it for its own account.


 


8.5                           Business
with the Group


 


The Security Agent may render advisory and
related services to, accept deposits from, lend money to and/or generally
engage in any kind of banking or other business (together, the “Other Business”) with any Obligor or any
Affiliate thereof and it is acknowledged and agreed that, without prejudice to
the generality of the foregoing:


 


(a)                                       the Security Agent shall not be obliged to disclose to
any other Secured Party the existence of or details of any actual or proposed
Other Business or any information or documentation relating thereto (including,
without limitation, any and all non-public information); and


 


(b)                                      the Security Agent may possess material information
not known to the other Secured Parties and the Security Agent shall not have
any liability with respect to any non-disclosure of such information, whether
prior to, on or after the date of this Agreement,


 


provided that none of paragraphs (a) and (b) shall
apply to information delivered or provided to the Security Agent  in its capacity as such (without prejudice to
Clause 8.8 (Responsibility for documentation)
and/or Clause 8.15 (Credit appraisal by the
Secured Parties)).  For the avoidance of doubt, if the Security
Agent is also a Lender, a Swap Counterparty or a Transaction Warrant Holder,
the Security Agent has the same rights and powers under the Transaction
Documents as any other Lender, Swap Counterparty or Transaction Warrant Holder
(as the case may be) and may exercise those rights and powers as though it was
not the Security Agent.


 


8.6                           Rights
and discretions of the Security Agent


 


(a)                                       The Security Agent may rely on:


 


(i)                               any representation, notice or document believed by it to be genuine,
correct and appropriately authorised; and


 


(ii)                            any statement made by a director, authorised signatory or employee of


 


18

















 


any
person regarding any matters which may reasonably be assumed to be within his
knowledge or within his power to verify.


 


(b)                                      The Security Agent may assume (unless it has received
notice to the contrary from the Facility Agent or (after the Facility Release
Date but prior to the Warrant Release Date) the Transaction Warrant Holders
pursuant to a Transaction Written Consent or (after the Facility Release Date
and the Warrant Release Date but prior to the Hedging Release Date) any Swap
Counterparty) that:


 


(i)                               no Default has occurred;


 


(ii)                            any right, power, authority or discretion vested in any party to any
Transaction Document, the Majority Lenders, any Instructing Group or any other
person has not been exercised; and


 


(iii)                         (if
it receives any instructions or directions from an Instructing Group to take
any action in relation to any Transaction Security) all applicable conditions
under the Transaction Documents for taking that action have been satisfied.


 


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


 


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


 


(e)                                       The Security Agent may disclose to any Secured Party
or any other party to any Transaction Document any information it reasonably
believes it has received as security trustee under any Finance Document.


 


(f)                                         Notwithstanding any other provision of any Transaction
Document to the contrary, the Security Agent is not obliged to do or omit to do
anything if it would or might in its reasonable opinion constitute a breach of
any law or regulation or a breach of a fiduciary duty or duty of
confidentiality.


 


8.7                           Instructing
Group’s instructions


 


(a)                                       The Security Agent shall, unless a contrary indication
appears in a Finance Document to which it is a party (excluding Clause 25.14 (Facility Agent’s instructions to the Security Agent) of the
Facility Agreement), exercise any right, power, authority or discretion vested
in it as Security Agent in accordance with any instructions given to it by an
Instructing Group (or, if so instructed by an Instructing Group, refrain from
exercising any right, power, authority or discretion vested in it as Security
Agent) and shall be entitled to assume that (i) any instructions received
by it from an Instructing Group are duly given by or on behalf of the Secured
Parties in accordance with the terms of the Transaction Documents and (ii) (unless
it has received actual notice of revocation) any instructions or directions
given by an Instructing Group have


 


19

















 


not been revoked.  Any such
instructions given by an Instructing Group will be binding on all of the
Secured Parties. In the absence of instructions from an Instructing Group, the
Security Agent may act (or refrain from taking action) as it considers to be in
the best interest of the Lenders or (after the Facility Release Date but prior
to the Warrant Release Date) the Transaction Warrant Holders or (after the
Facility Release Date and the Warrant Release Date) the Swap Counterparties.


 


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


 


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


 


(d)                                      The Security Agent may refrain from acting in
accordance with the instructions of an Instructing Group until it has received
such indemnity and/or security as it may in its absolute discretion require for
any cost, loss or liability (together with any associated Indirect Tax) which
it may incur in complying with such instructions.


 


(e)                                       The Security Agent is not authorised to act on behalf
of and in the name of a Transaction Finance Party (without first obtaining that
Transaction Finance Party’s prior written consent) in any legal or arbitration proceedings
relating to any Transaction Finance Document, provided that nothing herein
shall prejudice the ability of the Security Agent to bring, defend or conduct
any proceedings in its capacity as Security Agent (in the name of the Security
Agent).


 


(f)                                         The provisions of this Clause 8.7 override the
provisions of paragraphs (a) and (e) of Clause 25.14 (Facility Agent’s instructions to the Security Agent) of the
Facility Agreement.


 


8.8                           Responsibility
for documentation


 


The Security Agent is not responsible for:


 


(a)                                       the adequacy, accuracy and/or completeness of any
information (whether oral or written) supplied by any Transaction Agent, the
Arranger, any Obligor or any other person given in or in connection with any
Transaction Document;


 


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


 


20

















 


(c)                                       the accuracy of any statements (whether written or
oral) made or information provided in or in connection with any Transaction
Document by any Obligor or any other person.


 


8.9                           Exclusion
of liability


 


(a)                                       Without limiting paragraph (b) below, the
Security Agent will not be liable for any action taken by it under or in
connection with any Finance Document, unless directly caused by its gross
negligence or wilful default.


 


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


 


(c)                                       The Security Agent will not be liable for any delay
(or any related consequences) in crediting an account with an amount required
under any of the Finance Documents to be paid by the Security Agent if the
Security Agent has taken all necessary steps as soon as reasonably practicable
to comply with the regulations or operating procedures of any recognised
clearing or settlement system used by the Security Agent for that purpose.


 


(d)                                      The Security Agent shall not be responsible for
making, or have any duty to make, any investigation in respect of or in any way
be liable whatsoever for:


 


(i)                               the nature, status, creditworthiness or solvency of any Obligor, any
member of the Group or any other person;


 


(ii)                            the execution, legality, validity, adequacy (including without
limitation adequacy of security, if any, relating to), admissibility in
evidence or enforceability of any Transaction Document or any other document
entered into in connection therewith;


 


(iii)                         the
title, ownership, value, sufficiency or existence of any Charged Property;


 


(iv)                        the
registration, filing, protection or perfection of any Security Document or the
priority of any Transaction Security;


 


(v)                           the scope, adequacy, accuracy or completeness of any representations,
warranties or statements made by or on behalf of, or any information (whether
oral or written) supplied by or on behalf of, any Obligor or any other person
under or in connection with any Transaction Document or any document entered
into in connection therewith;


 


(vi)                        the
performance or observance by any Obligor or any other person with any
provisions of any Transaction Document or in any document entered into in
connection therewith or the fulfilment or satisfaction of any conditions
contained therein or relating thereto or as to the existence or


 


21

















 


occurrence
at any time of any default, event of default or similar event contained therein
or any waiver or consent which has at any time been granted in relation to any
of the foregoing;


 


(vii)                     the
existence, accuracy or sufficiency of any legal or other opinions, searches,
reports, certificates, valuations or investigations delivered or obtained or required
to be delivered or obtained at any time in connection with any Transaction
Document;


 


(viii)                  the
title of any Obligor to any Charged Property;


 


(ix)                          the compliance of the provisions and contents of and the manner and
formalities applicable to the execution of any Transaction Document and any
documents connected therewith, and/or compliance of any such provisions,
contents, manner and/or formalities with any applicable laws or regulations;


 


(x)                             the failure by any Obligor to obtain or comply with any Authorisation or
other authority in connection with the origination, sale or purchase of any of
the Charged Property or the failure to effect or procure registration of or to
give notice to any person in relation to or otherwise protect the security
created or purported to be created by or pursuant to any Transaction Security
or other documents entered into in connection therewith;


 


(xi)                          the failure to call for delivery of documents of title to or require any
transfers, legal mortgages, charges or other further assurances in relation to
any of the assets the subject matter of any of the Transaction Documents or any
other document;


 


(xii)                       any
accounts subject to any Transaction Security or any other accounts, books,
records or files maintained by any Obligor, or any other person in respect of
any of the Charged Property;


 


(xiii)                    the
accuracy of any calculation prepared by the Security Agent (except in the case
of gross negligence or wilful default of the Security Agent), or by any other
Transaction Agent or any other person; or


 


(xiv)                   any
other matter or thing relating to or in any way connected with any Transaction
Security or any document entered into in connection therewith whether or not
similar to the foregoing.


 


(e)                                       The Security Agent shall be entitled to deal with
moneys paid to it for the purposes of any Transaction Document in the same
manner as other moneys paid to a banker by its customers and shall not be
liable to account for any interest thereon.


 


(f)                                         No monies held by the Security Agent need be segregated
except as may be required by law.


 


22

















 


(g)                                      Notwithstanding any other term or provision of this
Agreement to the contrary, the Security Agent shall not be liable under any
circumstances for special, punitive, indirect or consequential loss or damage
of any kind whatsoever including but not limited to loss of profits, whether or
not foreseeable, even if the Security Agent is actually aware of or has been
advised of the likelihood of such loss or damage and regardless of whether the
claim for such loss or damage is made in negligence, for breach of contract,
breach of trust, breach of fiduciary obligation or otherwise. The provisions of
this Clause 8.9 shall survive the termination or expiry of this Agreement or
the resignation or removal of the Security Agent.


 


(h)                                      The Security Agent shall not be under any obligation
to monitor or supervise the functions of any other person under any Transaction
Document or any other agreement or document relating to the transactions herein
or therein contemplated and shall be entitled, in the absence of actual
knowledge of a breach of obligation, to assume that each such person is
properly performing and complying with its obligations.


 


(i)                                          Nothing in this Agreement shall oblige the Security
Agent to carry out any “know your customer”, anti-money laundering or other
checks in relation to any person on behalf of any Party or Secured Party (other
than the Security Agent itself) and each of the Parties (other than the
Security Agent itself) and (by accepting any Transaction Warrant) each
Transaction Warrant Holder confirms to the Security Agent that it is solely
responsible for any such checks it is required to carry out and that it may not
rely on any such checks made by, or any statement in relation to such checks
made by, the Security Agent.


 


8.10                     Additional
protection for the Security Agent in relation to Transaction Security


 


(a)                                       The Security Agent may accept without investigation,
requisition or objection such right and title as any Obligor may have to any of
the Charged Property and the other Security created in favour of the Security
Agent (as trustee for any or all of the Secured Parties) by any Security
Document and shall not be bound or concerned to examine or enquire into or be
liable for any defect or failure in the right or title of any Obligor to all or
any of the Charged Property whether such defect or failure was known to the
Security Agent or might have been discovered upon examination or enquiry and
whether capable of remedy or not.


 


(b)                                      The Security Agent shall not be liable for any
failure, omission or defect in perfecting, protecting or further assuring any
Transaction Security including (without prejudice to the generality of the
foregoing) (i) any failure, omission or defect in registering or filing or
procuring registration or filing of, or otherwise protecting or perfecting any
Transaction Security or the priority thereof or the right or title of any
person in or to the assets comprised in any Transaction Security by registering
under any applicable registration laws in any applicable territory any notice
or other entry prescribed by or pursuant to the provisions of any such laws and
(ii) any failure or omission to require any further assurances in relation
to any Transaction Security.


 


23

















 


(c)                                       The Security Agent shall not be responsible for any
unsuitability, inadequacy or unfitness of any Charged Property as security for
any or all of the obligations under any or all of the Transaction Documents and
shall not be obliged to make any investigation into, and shall be entitled to
assume, the suitability, adequacy and fitness of any Charged Property as
security for any or all of the obligations under any or all of the Transaction
Documents.


 


(d)                                      The Security Agent shall not be responsible for
investigating, monitoring or supervising the observance or performance by any
person in respect of any Charged Property or otherwise.


 


(e)                                       The Security Agent shall not be responsible for any
loss, damage, cost, charge, claim, demand, expense, judgment, action,
proceeding or other liability (including, without limitation, in respect of
Taxes) or any Indirect Taxes charged or chargeable in respect thereof (“Liability”) occasioned to any Transaction
Security however caused, whether by an act or omission of any Obligor or any
other person (including, without limitation, any bank, broker, depositary,
warehouseman or other intermediary or any clearing system or operator thereof)
acting in accordance with or contrary to the provisions of any of the
Transaction Documents or otherwise and irrespective of whether any Transaction
Security is held by or to the order of any of such persons, unless such
Liability has been finally judicially determined to have resulted from the
fraud, wilful default or gross negligence of the Security Agent.


 


(f)                                         Without prejudice to the obligations of the Obligors
relating to insurance under the Finance Documents, the Security Agent shall not
be under any obligation to insure any of the Transaction Security or any deeds
or documents of title or other evidence in respect of any Transaction Security
or to require any other person to maintain any such insurance or monitor the
adequacy of any such insurance and shall not be responsible for any Liability
which may be suffered as a result of the lack of or inadequacy of any such
insurance.


 


(g)                                      The Security Agent shall not be responsible for any
Liability occasioned by the operation (whether by any Obligor or otherwise) of
any account subject to any Transaction Security whether by depreciation in
value or by fluctuation in exchange rates or otherwise unless such Liability is
attributable to the operation of such account by the Security Agent after the
enforcement of Transaction Security over such account and has been finally
judicially determined to have been occasioned by the fraud, wilful default or
gross negligence of the Security Agent.


 


(h)                                      The Security Agent shall not be liable for any decline
in the value nor any loss realised upon any sale or other disposition of any of
the Charged Property made pursuant to any Finance Document.


 


(i)                                          The Security Agent shall have no responsibility
whatsoever to any Obligor or any other Secured Party as regards any deficiency
which might arise because the Security Agent is subject to any Tax in respect
of all or any of the Charged Property, the income therefrom or the proceeds
thereof.


 


24

















 


(j)                                          The Security Agent shall not be obliged (whether or
not directed by the Secured Parties) to perfect the legal title to any
Transaction Security in its name or any of the related collateral security if,
in its opinion, such perfection would or might result in the Security Agent
becoming liable to or incurring any obligation to any Obligor under any
Transaction Security or any of the related collateral security and/or in its
opinion, there is or would be insufficient cash to discharge, in accordance
with the provisions of the Transaction Documents, such liabilities or
obligations as and when they arise.


 


(k)                                       The Security Agent shall not, nor shall any receiver
appointed pursuant to any Finance Document or any attorney or agent of the
Security Agent by reason of taking possession of the whole or any part of the
Charged Property or any other reason whatsoever and whether as mortgagee in
possession or on any other basis whatsoever, be liable to account for anything
except actual receipts or be liable for any loss or damage arising from the
realisation of the whole or any part of the Charged Property or any other
property, assets, rights or undertakings of whatsoever nature whether or not
owned by any Obligor or any other person or in which any Obligor or any other
person has an interest, from any act, default or omission in relation to all or
any of the Charged Property or any other property, assets, rights or
undertakings of whatsoever nature whether or not owned by any Obligor or any
other person or in which any Obligor or any other person has an interest or
from any act, default or omission in relation to the whole or any part of the
Charged Property or from any exercise or non-exercise by it of any right,
remedy or power conferred upon it in relation to the whole or any part of the
Charged Property or any other property, assets, rights or undertakings of
whatsoever nature whether or not owned by any Obligor or any other person or in
which any Obligor or any other person has an interest, by or pursuant to any
Finance Document or otherwise, unless such loss or damage is finally judicially
determined to have been caused by its fraud, wilful default or gross
negligence.


 


(l)                                          The Security Agent shall not be liable for:


 


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


 


(ii)                     any
failure to obtain any Authorisation or other authority for the execution,
delivery, legality, validity, enforceability or admissibility in evidence of
any of the Transaction Documents or any Transaction Security;


 


(iii)                  the
exercise of, or the failure to exercise, any judgment, discretion or power
given to it by or in connection with any of the Finance Documents, the Charged
Property or any other agreement, arrangement or document entered into, made or
executed in anticipation of, under or in connection with, the Finance Documents
or the Charged Property; or


 


(iv)                 any
shortfall which arises on the enforcement or realisation of the Charged
Property.


 


25

















 


(m)                                    Where the Security Agent is named on any insurance
policy relating to any Charged Property as an insured party, it shall not be
responsible for any loss which may be suffered by reason of, directly or
indirectly, its failure to notify the insurers of any material fact relating to
the risk assumed by such insurers or any other information of any kind, unless
the Facility Agent (or (after the Facility Release Date but prior to the
Warrant Release Date) the Transaction Warrant Holders pursuant to a Transaction
Written Consent or (after the Facility Release Date and the Warrant Release
Date but prior to the Hedging Release Date) any Swap Counterparty) shall have
requested it to do so in writing and the Security Agent shall have failed to do
so within fourteen days after receipt of that request.


 


(n)                                      In the event of (i) a Default or (ii) the
Security Agent considering it necessary or expedient or (iii) the Security
Agent being requested by an Obligor or an Instructing Group to undertake duties
which the Security Agent and the Borrower agree to be of an exceptional nature
and/or outside the scope of the normal duties of the Security Agent under the
Finance Documents, the Borrower shall pay to the Security Agent any additional
remuneration that may be agreed between them.


 


(o)                                      If the Security Agent and the Borrower fail to agree
upon the nature of the duties or upon any additional remuneration, that dispute
shall be determined by an investment bank (acting as an expert and not as an
arbitrator) selected by the Security Agent and approved by the Borrower or,
failing approval nominated (on the application of the Security Agent) by the
President for the time being of the Law Society of Hong Kong (the costs of the
nomination and of the investment bank being payable by the Borrower) and the
determination of any investment bank shall be final and binding upon the
Parties.


 


8.11                     Indemnity
to the Transaction Agents


 


(a)                                       Subject to paragraph (c), each Lender shall in the
proportion borne by (a) (if no Loan is outstanding) the aggregate of its
Commitment(s) (for any and all of the Tranches) to the Total Commitments
or, if the Total Commitments are then zero, such proportion immediately prior
to the reduction of the Total Commitments to zero) or (b) (if any Loan or
any part thereof is outstanding) its share of the aggregate principal amount of
the Loans to the aggregate principal amount of the Loans) indemnify the
Security Agent and its directors, officers and employees, within three Business
Days of demand, against any claims, damages, expenses (including, without
limitation, legal fees and any applicable value added tax), cost, loss or
liability incurred by the Security Agent (otherwise than by reason of the
Security Agent’s gross negligence or wilful default) in acting as Security
Agent under any or all of the Finance Documents (unless the Security Agent has
been reimbursed by any Obligor pursuant to a Finance Document in respect of the
same claims, damages, expenses (including, without limitation, legal fees and
any applicable value added tax), cost, loss or liability).


 


26














 


(b)                                      After the Facility Release Date and the Warrant
Release Date, each Swap Counterparty shall indemnify the Security Agent, within
three Business Days of demand, against any claims, damages, expenses
(including, without limitation, legal fees and any applicable value added tax),
cost, loss or liability incurred by the Security Agent (otherwise than by
reason of the Security Agent’s gross negligence or wilful default) in acting as
Security Agent under any or all of the Finance Documents, which claims, damages,
expenses, cost, loss or liability are attributable to any action or omission of
the Security Agent made in accordance with the instructions of such Swap
Counterparty (unless the Security Agent has been reimbursed by any Obligor
pursuant to a Finance Document in respect of the same claims, damages, expenses
(including, without limitation, legal fees and any applicable value added tax),
cost, loss or liability).


 


(c)                                       The indemnity contained in paragraph (a) shall
not apply (i) to the extent that the indemnity contained in paragraph (b) is
applicable or (ii) to the extent that the applicable claims, damages,
expenses (including, without limitation, legal fees and any applicable value
added tax), cost, loss or liability incurred by the Security Agent (to which
such indemnity would otherwise apply) are attributable to any action or
omission of the Security Agent made in accordance with the instructions of the
Transaction Warrant Holders or any of them after the Facility Release Date.


 


8.12                     Resignation
of the Security Agent


 


(a)                                       The Security Agent may resign and appoint one of its
Affiliates as successor by giving notice to the Lenders, the Swap
Counterparties, the Administration Agent and the Borrower.


 


(b)                                      Alternatively the Security Agent may resign by giving
notice to the Lenders, the Swap Counterparties, the Administration Agent  and the Borrower, in which case an
Instructing Group (after consultation with the Borrower) may appoint a
successor Security Agent.


 


(c)                                       If an Instructing Group have not appointed a successor
Security Agent in accordance with paragraph (b) above within 30 days after
notice of resignation was given, the Security Agent (after consultation with
the Borrower) may appoint a successor Security Agent.


 


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


 


(e)                                       The Security Agent’s resignation notice shall only
take effect upon (i) the appointment of a successor to the Security Agent
and (ii) the assignment or transfer of all of the Transaction Security
held by the retiring Security Agent to that successor.


 


27

















 


(f)                                         Upon the appointment of a successor Security Agent,
the retiring Security Agent shall be discharged from any further obligation in
respect of the Finance Documents but shall remain entitled to the benefit of
this Clause 8.12.  Its successor and each
of the other Parties and Secured Parties shall have the same rights and
obligations amongst themselves as they would have had if such successor had
been an original Party.


 


(g)                                      After consultation with the Borrower, an Instructing
Group may, by notice to the Security Agent, require it to resign in accordance
with paragraph (b) above.  In this
event, the Security Agent shall resign in accordance with paragraph (b) above.


 


(h)                                      Upon receiving any notice under this Clause 8.12, the
Administration Agent shall promptly notify the Transaction Warrant Holders.


 


8.13                     Confidentiality


 


(a)                                       In acting as trustee for any or all of the Secured
Parties, the Security Agent shall be regarded as acting through its agency
division which shall be treated as a separate entity from any other of its
divisions or departments.


 


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


 


8.14                     Relationship
with the Lenders and other Secured Parties


 


(a)                                       The Security Agent may treat each Lender as a Lender
entitled to payments under the Finance Documents (as a Lender) and acting
through its Facility Office unless it has received not less than five Business
Days’ prior notice from the Facility Agent to the contrary in accordance with
the terms of this Agreement.


 


(b)                                      The Security Agent may treat each other Secured Party
as a Secured Party entitled to payments under the Transaction Documents (as a
Secured Party) unless it has received not less than five Business Days’ prior
notice from such Secured Party to the contrary in accordance with the terms of
this Agreement.


 


8.15                     Credit
appraisal by the Secured Parties


 


Without affecting the responsibility of any
Obligor for information supplied by it or on its behalf in connection with any
Transaction Document, each of the Lenders, each Swap Counterparty and (by
accepting any Transaction Warrant) each Transaction Warrant Holder confirms to
the Security Agent that it has been, and will continue to be, solely
responsible for making its own independent appraisal and investigation of all
risks arising under or in connection with any Transaction Document including
but not limited to:


 


(a)                                       the financial condition, status and nature of the
Obligors and their Affiliates;


 


(b)                                      the legality, validity, effectiveness, adequacy or
enforceability of any


 


28

















 


Transaction Document and/or any other agreement, arrangement or document
entered into, made or executed in anticipation of, under or in connection with
any Transaction Document;


 


(c)                                       whether that Lender, Swap Counterparty or Transaction
Warrant Holder has recourse, and the nature and extent of that recourse,
against any party to any Transaction Document or any of its respective assets
under or in connection with any Transaction Document, the transactions
contemplated by the Transaction Documents or any other agreement, arrangement
or document entered into, made or executed in anticipation of, under or in
connection with any Transaction Document; and


 


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


 


8.16                     Deduction
from amounts payable by Security Agent


 


If any Party or Secured Party owes an amount to
the Security Agent under any of the Transaction Documents, the Security Agent
may, after giving notice to such Party or Secured Party, deduct an amount not
exceeding that amount from any payment to such Party or Secured Party which the
Security Agent would otherwise be obliged to make under the Transaction
Documents and apply the amount deducted in or towards satisfaction of that
amount owed by such Party or Secured Party to the Security Agent.  For the purposes of the Transaction Documents
such Party or Secured Party shall be regarded as having received any amount so
deducted.


 


8.17                     Money
laundering


 


(a)                                       Unless mandatorily required by applicable laws or
regulations to which the Security Agent is subject, the Security Agent shall
not be responsible to any Party for providing any certification or documents
with respect to any information (except for any information in respect of
itself) required for any anti-money laundering due diligence purpose.  Such certificates and related documents shall
be provided directly by the Obligors provided that any request by any Lender
for such information may be made through the Facility Agent.


 


(b)                                      Each of the Lenders and the Swap Counterparties shall
promptly upon the request of the Security Agent supply, or procure the supply
of, such documentation and other evidence as is requested by the Security Agent
(for itself) in order for the Security Agent to carry out and be satisfied with
the results of all necessary “know your
customer”, anti-money laundering and/or other similar checks under all
applicable laws and regulations in connection with any or all the Transaction
Finance Documents and/or the transactions contemplated thereunder.


 


29

















 


8.18                     Perpetuity
period


 


The perpetuity period (if applicable) for the
trusts constituted under the Finance Documents shall be 80 years from the date
of the Facility Agreement.


 


8.19                     Waiver


 


Each of the Finance Parties, each Swap
Counterparty and (by accepting any Transaction Warrant) each Transaction
Warrant Holder acknowledges that the Security Agent shall act as trustee for
any or all of the Secured Parties under the Finance Documents and irrevocably
waives, in favour of the Security Agent, any conflict of interest which may
arise by virtue of the Security Agent acting as trustee for any or all of the
other Secured Parties under or in connection with any or all of the Finance
Documents.


 


8.20                     Security
Agent’s management time


 


Any amount payable to the Security Agent under
Clause 15.3 (Indemnity to the Facility Calculation Agent,
the Facility Agent and the Security Agent), Clause 17 (Costs and expenses) and Clause 25.18 (Lenders’ indemnity to the Transaction Agents) of the
Facility Agreement and Clauses 8.11 (Indemnity to the
Transaction Agents) and 12.1 (Transaction and
enforcement expenses)  shall
include the cost of utilising the Security Agent’s management time or other
resources and will be calculated on the basis of such reasonable daily or
hourly rates as the Security Agent may notify to the Borrower and the Lenders,
and is in addition to any fee paid or payable to the Security Agent under
Clause 12 (Fees) of the Facility
Agreement or any Fee Letter.


 


8.21                     Custodians
and nominees


 


The Security Agent may appoint and pay any
person to act as a custodian or nominee on any terms in relation to any assets
of the trust as the Security Agent may determine, including for the purpose of
depositing with a custodian this Agreement or any document relating to the
trust created under this Agreement and the Security Agent shall not be
responsible for any loss, liability, expense, demand, cost, claim or proceedings
incurred by reason of the misconduct, omission or default on the part of any
person appointed by it under this Agreement or be bound to supervise the
proceedings or acts of any person.


 


8.22                     Refrain
from illegality


 


The Security Agent may refrain from doing
anything which in its opinion will or may be contrary to any relevant law,
directive or regulation of any jurisdiction which would or might otherwise
render it liable to any person, and the Security Agent may do anything which
is, in its opinion, necessary to comply with any such law, directive or
regulation.


 


8.23                     Winding
up of trust


 


If the Release Date has occurred, and the
Security Agent shall have received evidence (satisfactory to it) of such
occurrence, the trusts declared or established by the Security Agent under any
Finance Document shall be wound up and the Security Agent shall release,
without recourse or warranty, all of the Transaction Security and the rights of
the Security Agent under each of the Security Documents.


 


30

















 


9.                                 CHANGES
TO THE SECURED PARTIES


 


9.1                           Assignments
and transfers by Lenders, addition of Lenders


 


(a)                                       Any assignment or transfer by any Lender (the “Existing Lender”) of any or all of its
rights and/or obligations under the Facility Agreement (in its capacity as
Lender (as defined in the Facility Agreement)) to any person (the “New Lender”) shall not be effective unless
such New Lender shall have become or shall substantially simultaneously become
party hereto in accordance with Clause 9.2 (Accession
of New Lender) as a “Lender” (unless such New Lender is already
party hereto as a Lender).


 


(b)                                      Any accession of any person (the “Additional Lender”) as a party to the
Facility Agreement as a Lender (as defined in the Facility Agreement) shall not
be effective unless such Additional Lender shall have become or shall
substantially simultaneously become party hereto in accordance with Clause 9.2
(Accession of New Lender) as a “Lender”
(unless such Additional Lender is already party hereto as a Lender).


 


9.2                           Accession
of New Lender


 


(a)                                       Any New Lender to whom an Existing Lender assigns or
transfers any or all of the rights and/or obligations of such Existing Lender
in its capacity as a Lender (as defined in the Facility Agreement) may become
party hereto as may become party hereto as a “Lender” by delivering to the
Security Agent a Transfer Certificate duly completed by such Existing Lender
and such New Lender.  Such New Lender (if
not already party hereto as a Lender) shall become party hereto as Lender on
the later of:


 


(i)                        the
date on which such Transfer Certificate is received by the Security Agent; and


 


(ii)                     the
date on which such New Lender becomes party to the Facility Agreement as a “Lender”
(as defined in the Facility Agreement) in accordance with the terms thereof.


 


(b)                                      Any Additional Lender acceding to the Facility
Agreement a Lender (as defined in the Facility Agreement) through the execution
and delivery of any Lender Accession Memorandum may become party hereto as a “Lender”
by delivering to the Security Agent a Lender Accession Memorandum duly
completed and executed by such Additional Lender and the Arranger.  Such Additional Lender (if not already party
hereto as a Lender) shall become party hereto as a Lender on the later of:


 


(i)                        the
date on which such Lender Accession Memorandum is received by the Security
Agent; and


 


(ii)                     the
date on which such Additional Lender becomes party to the Facility Agreement as
a “Lender” (as defined in the Facility Agreement) in accordance with the terms
thereof.


 


31

















 


9.3                           Limitation
of responsibility of Existing Lender and Secured Parties


 


(a)                                       Unless expressly agreed to the contrary, neither the
Existing Lender nor any other Secured Party makes any representation or
warranty or assumes any responsibility to the New Lender, and none of the
Secured Parties makes any representation or warranty or assumes any
responsibility to any Additional Lender, for:


 


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


 


(ii)                     the
financial condition of any Obligor or any Affiliate thereof;


 


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


 


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


 


and any representations or warranties implied
by law are excluded.


 


(b)                                      The New Lender confirms to the Existing Lender and the
other Secured Parties, and each Additional Lender confirms to each of the
Secured Parties, that it:


 


(i)                        has
made (and shall continue to make) its own independent investigation and
assessment of the financial condition and affairs of the Obligors and their
related entities in connection with its participation in the Transaction
Documents and has not relied exclusively on any information provided to it by
the Existing Lender or any Secured Party in connection with any Transaction
Document; and


 


(ii)                     will
continue to make its own independent appraisal of the creditworthiness of the
Obligors and their related entities whilst any amount is or may be outstanding
under any Transaction Document or any commitment in respect of any Finance
Document is in force.


 


(c)                                       Nothing in any Transaction Document obliges the
Existing Lender or any other Secured Party to:


 


(i)                        accept
a re-assignment or re-transfer from the New Lender or any Additional Lender of
any of the right or obligations assigned or transferred to or acquired by such
New Lender or such Additional Lender pursuant to Clauses 9.1 (Assignments and transfers by Lenders, addition of
Lenders) and 9.2 (Accession of
New Lender); or


 


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


 


32

















 


9.4                           Successor
Facility Agent, Facility Calculation Agent or Administration Agent


 


(a)                                       Upon the appointment of any successor Facility Agent,
the outgoing Facility Agent shall ensure that such successor becomes party
hereto as Facility Agent in accordance with Clause 9.5 (Accession of Facility Agent, Facility Calculation Agent or Administration Agent)
promptly upon the appointment of such successor Facility Agent.  With effect from the time when such successor
Facility Agent becomes party hereto as Facility Agent, the outgoing Facility Agent
shall cease to have further rights and obligations under this Agreement (in its
capacity as Facility Agent) but shall be entitled to the protection conferred
by this Agreement and the other Finance Documents in respect of, or any matter
or act performed during or arising in respect of, any period for which such
outgoing Facility Agent acts as Facility Agent.


 


(b)                                      Upon the appointment of any successor Facility
Calculation Agent, the outgoing Facility Calculation Agent shall ensure that
such successor becomes party hereto as Facility Calculation Agent in accordance
with Clause 9.5 (Accession of Facility
Agent, Facility Calculation Agent or
Administration Agent) promptly upon the appointment of such
successor Facility Calculation Agent. 
With effect from the time when such successor Facility Calculation Agent
becomes party hereto as Facility Calculation Agent, the outgoing Facility
Calculation Agent shall cease to have further rights and obligations under this
Agreement (in its capacity as Facility Calculation Agent) but shall be entitled
to the protection conferred by this Agreement and the other Finance Documents
in respect of, or any matter or act performed during or arising in respect of,
any period for which such outgoing Facility Calculation Agent acts as Facility
Calculation Agent.


 


(c)                                       Upon the appointment of any successor Administration
Agent, the outgoing Administration Agent shall ensure that such successor
becomes party hereto as Administration Agent in accordance with Clause 9.5 (Accession of Facility Agent, Facility Calculation Agent or Administration Agent)
promptly upon the appointment of such successor Administration Agent.  With effect from the time when such successor
Administration Agent becomes party hereto as Administration Agent, the outgoing
Administration Agent shall cease to have further rights and obligations under
this Agreement (in its capacity as Administration Agent) but shall be entitled
to the protection conferred by this Agreement and the Transaction Warrant
Documents in respect of, or any matter or act performed during or arising in
respect of, any period for which such outgoing Administration Agent acts as
Administration Agent.


 


9.5                           Accession
of Facility Agent, Facility Calculation Agent or Administration Agent


 


A person appointed as:


 


(a)                                       successor Facility Agent (as defined in the Facility
Agreement) may become party hereto as Facility Agent by delivering to the
Security Agent an Agent Accession Letter duly completed and executed by the
outgoing Facility Agent and such successor Facility Agent and specifying that
such successor is to become party hereto as “Facility Agent”;


 


33

















 


(b)                                      successor Calculation Agent (as defined in the
Facility Agreement) may become party hereto as Facility Calculation Agent by
delivering to the Security Agent an Agent Accession Letter duly completed and
executed by the outgoing Facility Calculation Agent and such successor Facility
Calculation Agent and specifying that such successor is to become party hereto
as “Facility Calculation Agent”; or


 


(c)                                       successor Administration Agent (as defined in the
Warrant Agency Agreement) may become party hereto as Administration Agent by
delivering to the Security Agent an Agent Accession Letter duly completed and
executed by the outgoing Administration Agent and such successor Administration
Agent and specifying that such successor is to become party hereto as “Administration
Agent”.


 


Such
successor shall become party hereto as the “Facility Agent”, “Facility Calculation
Agent” or “Administration Agent” (as the case may be) on the later of (i) the
date on which such Agent Accession Letter is received by the Security Agent and
(ii) the date on which such successor becomes Facility Agent (as defined
in the Facility Agreement) under the Facility Agreement, Calculation Agent (as
defined in the Facility Agreement) under the Facility Agreement or
Administration Agent (as defined in the Warrant Agency Agreement) under the
Warrant Agency Agreement (as the case may be).


 


9.6                           Additional
parties


 


Each of the Parties appoints the Security Agent
to receive on its behalf each Obligor Accession Letter, Transfer Certificate,
Lender Accession Memorandum and/or Agent Accession Letter delivered to the
Security Agent and to accept the same.


 


10.                           CHANGES
TO THE OBLIGORS


 


10.1                     No
assignments or transfers by Obligors


 


No
Obligor party hereto may assign or transfer any or all of its rights or
obligations under this Agreement.


 


10.2                     Accession
of Obligors


 


(a)                                       The Borrower shall ensure that each Obligor (if not
already party hereto) shall become party hereto in accordance with paragraph (b) upon
becoming an Obligor.


 


(b)                                      The Borrower may request that any Obligor become party
to this Agreement by giving the Security Agent not less than two (2) Business
Days’ prior notice.  Such Obligor shall
become party to this Agreement if and when:


 


(i)                        the
Borrower and such Obligor shall have delivered to the Security Agent a duly
completed and executed Obligor Accession Letter in respect of the accession of
such Obligor (dated with a date that is on or about the date of such notice
from the Borrower but no later than the time when such Obligor is to become
party hereto);


 


34

















 


(ii)                     each
of the Borrower and such Obligor shall have confirmed in such Obligor Accession
Letter that no Default is continuing or would occur as a result of such Obligor
becoming party hereto;


 


(iii)                  the
Security Agent shall have completed (and be satisfied with the results of) all
necessary “know your customer”, anti-money laundering or similar other checks
relating to any person that it is required under applicable laws and/or
regulations to carry out in relation to such Obligor becoming party hereto; and


 


(iv)                 the
Security Agent shall have received all of the documents and other evidence
listed in Schedule 6 (Documents and evidence
for Proposed Obligor Parties) in relation to the such Obligor, each
in form and substance satisfactory to the Security Agent.


 


(c)                                       The Security Agent shall notify the Borrower and the
Facility Agent promptly upon being satisfied that it has received (in form and
substance satisfactory to it) all the documents and other evidence listed in
Schedule 6 (Documents and evidence for
Proposed Obligor Parties) in relation to such Obligor.


 


11.                           ACCESSION
OF SWAP COUNTERPARTIES


 


11.1                     Accession
of Swap Counterparties


 


(a)                                       Any counterparty under any Relevant Hedging Agreement
may become party to this Agreement as a “Swap Counterparty” in accordance with
the following provisions of this paragraph (a) by giving the Security
Agent not less than two Business Days’ prior notice, provided that such
counterparty is Deutsche Bank AG or any branch or Affiliate thereof.  Such counterparty (provided that it is
Deutsche Bank AG or any branch or Affiliate thereof) shall become party hereto
as a “Swap Counterparty” if and when:


 


(i)                        such
counterparty shall have delivered to the Security Agent a duly completed and
executed Swap Counterparty Accession Letter in respect of the accession of such
counterparty to this Agreement as a “Swap Counterparty”;


 


(ii)                     such
counterparty shall have delivered to the Security Agent a copy, certified to be
a true and up-to-date copy, of each Relevant Hedging Agreement to which such
counterparty is party, together with the delivery of such Swap Counterparty
Accession Letter; and


 


(iii)                  the
Security Agent shall have completed (and be satisfied with the results of) all
necessary “know your customer”, anti-money laundering or similar other checks
relating to any person that it is required under applicable laws and/or
regulations to carry out in relation to such counterparty becoming a Swap
Counterparty.


 


(b)                                      In respect of each person so requested to become a “Swap
Counterparty” under paragraph (a) above:


 


35

















 


(i)                        the
Security Agent shall promptly inform the Facility Agent of any Swap
Counterparty Accession Letter delivered in respect of such person;


 


(ii)                     each
Security Agent shall carry out the checks referred to in paragraph (a)(iii) above
as soon as reasonably practicable after receipt of such request of such person
under paragraph (a) above, and shall promptly notify the Facility Agent
and such person of the completion of such checks; and


 


(iii)                  the
Security Agent shall promptly notify the Facility Agent upon any person
becoming party hereto as a “Swap Counterparty” under paragraph (a) above.


 


(c)                                       Upon any assignment or transfer of any or all of the
rights and/or obligations of a Swap Counterparty under any Hedging Agreement,
the assignee or transferee of such Swap Counterparty may become party hereto in
accordance with paragraph (a) provided that such assignee or transferee is
Deutsche Bank AG or any branch or Affiliate thereof.  If such assignee or transferee is not or does
not (in accordance with this Clause 11.1) become party to this Agreement as a “Swap
Counterparty”, such assignee or transferee shall not be considered to be a Swap
Counterparty for the purposes of this Agreement and shall not have the benefit
of any Transaction Security.


 


11.2                     Limitation
of responsibility


 


(a)                                       Unless expressly agreed to the contrary, none of the
Secured Parties makes any representation or warranty or assumes any
responsibility to any Swap Counterparty for:


 


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


 


(ii)                     the
financial condition of any Obligor or any Affiliate thereof;


 


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


 


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


 


and any representations or warranties implied
by law are excluded.


 


(b)                                      Each Swap Counterparty and the other Secured Parties
confirms that it:


 


(i)                        has
made (and shall continue to make) its own independent investigation and
assessment of the financial condition and affairs of the Obligors and their
related entities in connection with its participation in the Transaction
Documents and has not relied exclusively on any information provided to it by
any Secured Party in connection with any Transaction Document; and


 


36














 


(ii)                     will
continue to make its own independent appraisal of the creditworthiness of the
Obligors and their related entities whilst any amount is or may be outstanding
under the Transaction Documents or any commitment under any Transaction
Document is in force.


 


(c)                                       Nothing in any Transaction Document obliges any
Secured Party to:


 


(i)                        accept
any assignment or transfer from any Swap Counterparty of any of the right or
obligations assumed or acquired by such Swap Counterparty pursuant to Clause
11.1 (Accession of Swap Counterparties);
or


 


(ii)                     support
any losses directly or indirectly incurred by any Swap Counterparty by reason
of the non-performance by any Obligor of its obligations under the Transaction
Documents or otherwise.


 


11.3                     Terms
of Hedging Agreements


 


Each
Obligor party hereto shall ensure that, at all times, each Treasury Transaction
that is outstanding or entered into under any Hedging Agreement is for the
purpose of hedging the Borrower’s exposure to fluctuations in interest rates
and/or currency exchange rates (including without limitation any such exposure
in connection with the Facility).


 


12.                           FEES
AND EXPENSES


 


12.1                     Transaction
and enforcement expenses


 


(a)                                       The Borrower shall within five Business Days of demand
pay the Security Agent the amount of all costs and expenses (including without
limitation legal fees) properly incurred by the Security Agent in connection
with the negotiation, preparation, printing, execution, delivery, syndication
and perfection of:


 


(i)                        the
Finance Documents; and


 


(ii)                     any
other Finance Document executed after the date hereof,


 


provided
that all costs and expenses (including without limitation legal fees) properly
incurred by the Security Agent which are due on the Initial Utilisation Date
shall be paid by the Borrower within 10 Business Days of the Initial
Utilisation Date.


 


(b)                                      If an Obligor requests an amendment, waiver or consent
under or in connection with any Finance Document, such Obligor (if party
hereto, or if not, the Borrower) shall, within five Business Days of demand,
reimburse the Security Agent, for the amount of all costs and expenses
(including legal fees) properly incurred by the Security Agent in responding
to, evaluating, negotiating or complying with that request or requirement.


 


(c)                                       The Borrower shall (or, with respect to any Offshore
Security Document or any Transaction Security under any Offshore Security
Document, Holdco and Parentco shall jointly and severally), within five
Business Days of demand, pay to the Security Agent the amount of all costs and
expenses (including legal


 


37

















 


fees) incurred by the Security Agent in connection with the enforcement
of, or the preservation of any rights under, any Finance Document and/or any
Transaction Security, and/or any proceedings instituted by or against any
Secured Party as a consequence of taking or holding any Transaction Security.


 


12.2                     Stamp
taxes


 


The Borrower shall (or, with respect to any
Offshore Security Document, Holdco and Parentco shall jointly and severally)
pay and, within five Business Days of demand, indemnify the Security Agent
against any cost, loss or liability which the Security Agent incurs in relation
to all stamp duty, registration and other similar Taxes payable in respect of any
Finance Document.


 


12.3                     Interest
on demand


 


If any Obligor party hereto fails to pay any
amount payable by it under this Agreement on its due date, interest shall
accrue on the overdue amount (and be compounded with it) from the due date up
to the date of actual payment (both before and after judgment and to the extent
interest at a default rate is not otherwise being paid on that sum) at the rate
which is calculated under the Facility Agreement (in the form subsisting as at
the date of this Agreement, and applying mutatis mutandis)
as if it were an Unpaid Sum thereunder.


 


13.                           PAYMENTS


 


For the purposes of this Clause 13, each
Transaction Warrant Party shall be deemed to be a Party (unless the context
otherwise requires).


 


13.1                     Place
of payment


 


All payments under this Agreement by a Party to
another Party shall be made, or caused to be made, by such first-mentioned
Party to the Security Agent to its account at such office or bank in the
principal financial centre of the country of the currency concerned as the
Security Agent may notify to such first-mentioned Party for this purpose.


 


13.2                     Funds


 


Payments under this Agreement to the Security
Agent shall be made for value on the due date at such times and in such funds
as the Security Agent may specify to the Party concerned as being customary at
the time for the settlement of transactions in the relevant currency for such
payment and in the place for payment.


 


13.3                     Distribution


 


(a)                                       Each payment received or recovered by the Security
Agent under or in connection with any Finance Document (including without
limitation amounts received or recovered by the Security Agent pursuant to the
enforcement of any Transaction Security) shall, subject to paragraphs (c) and
(d) below and Clause 7 (Application of
Proceeds), be made available by the Security Agent to:


 


(i)                        (to
the extent that the applicable Party entitled to receive such payment is a
Finance Party other than the Security Agent) the Facility Agent by payment to
an account of the Facility Agent with such bank in the principal financial
centre of the country of the currency of such payment


 


38

















 


as the Facility Agent may notify to the Security Agent for this purpose
by not less than five Business Days’ prior notice; and


 


(ii)                     (to
the extent that the applicable Party entitled to receive such payment is not a
Finance Party) such Party by payment to an account of such Party with such bank
in the principal financial centre of the country of the currency of such
payment as such Party may notify to the Security Agent for this purpose by not
less than five Business Days’ prior notice.


 


(b)                                      Each payment received or recovered by the Facility
Agent pursuant to paragraph (a) shall, subject to paragraphs (c) and (d) below,
be made available by the Facility Agent to the applicable Party entitled to
receive such payment in accordance with the provisions of the Facility
Agreement.


 


(c)                                       Each Transaction Agent may apply any amount received
by it for an Obligor in or towards payment (on the date and in the currency and
funds of receipt) of any amount due from such Obligor under any Transaction
Document in the same currency on such date or in or towards the purchase of any
amount of any currency to be so applied.


 


(d)                                      Where a sum is to be paid under any Finance Document
to a Transaction Agent for the account of another Party, such Transaction Agent
is not obliged to pay that sum to that Party (or to enter into or perform any
related exchange contract) until it has established that it has actually
received that sum.  Such Transaction
Agent may, however, assume that the sum has been paid to it in accordance with
the Finance Documents and, in reliance on that assumption, make available to
that Party a corresponding amount.  If
that sum has not been made available but such Transaction Agent has paid a
corresponding amount to another Party, that Party shall forthwith on demand
refund the corresponding amount to such Transaction Agent together with
interest on that amount from the date of payment to the date of receipt,
calculated at a rate reasonably determined by such Transaction Agent to reflect
its cost of funds.


 


13.4                     Set-off
and counterclaim


 


All payments made by any Obligor under any
Transaction Document shall be made without set-off or counterclaim.


 


13.5                     Non-Business
Days


 


(a)                                       If a payment under this Agreement is due on a day
which is not a Business Day, the due date for that payment shall instead be the
next Business Day in the same calendar month (if there is one) or the preceding
Business Day (if there is not).


 


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


 


13.6                     Tax
gross-up


 


(a)                                       In this Clause 13.6, “Tax Deduction” means a deduction or withholding for or on
account of Tax from a payment under any Transaction Document.


 


39

















 


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


 


14.                           INFORMATION
AND DEALING


 


14.1                     Information
and dealing


 


Each of the Secured Parties (other than the
Security Agent) shall provide to the Security Agent from time to time any
information that the Security Agent may reasonably specify as being necessary
or desirable to enable the Security Agent to perform its functions as Security
Agent.  Each Lender  shall deal with the Security Agent
exclusively through the Facility Agent and shall not deal directly with the
Security Agent.


 


14.2                     Disclosure


 


The Security Agent  may disclose to any of its Affiliates and any
other person:


 


(a)                                       to (or through) whom the Security Agent assigns or
transfers (or may potentially assign or transfer) all or any of its rights and
obligations under any Finance Document;


 


(b)                                      with (or through) whom the Security Agent enters into
(or may potentially enter into) any sub-participation in relation to, or any
other transaction under which payments are to be made by reference to, any
Finance Document or any Obligor;


 


(c)                                       who acquires or is proposing to acquire any interest
in, or enters into or is proposing to enter into any merger, amalgamation or
other similar arrangement with, the Security Agent;


 


(d)                                      who is a professional adviser of the Security Agent or
any of the Security Agent’s Affiliates;


 


(e)                                       who is a Secured Party;


 


(f)                                         who is an employee or officer of the Security Agent
(where such disclosure is reasonably required for the performance of the duties
or functions of such employee or officer);


 


(g)                                      who is the Security Agent’s agent, contractor or third
party service provider who is under a duty of confidentiality to the Security
Agent;


 


(h)                                      to whom, and to the extent that, information is
required to be disclosed by any applicable law or regulation or the rules or
requirements of any applicable securities exchange or regulatory or self-regulatory
body or authority; or


 


(i)                                          in any legal proceedings arising out of or in
connection with any Transaction Document, or to the extent otherwise reasonably
necessary in connection with any preservation or enforcement of any right or
remedy under any Transaction Document or any Transaction Security,


 


any information about any or all of the
Obligors, the Group and/or their respective


 


40

















 


Affiliates and/or the Transaction Documents as
the Security Agent shall consider appropriate provided that, in the case of
paragraph (a), (b), (c) or (d) above, the person to whom the
information is to be given has undertaken in writing that it shall keep such
information confidential and that it may only disclose such information to
another person on terms permitted under this Clause 14.2 (as if the
first-mentioned person were the Security Agent).


 


15.                           NOTICES


 


15.1                     Communications
in writing


 


All notices or other communications under or in
connection with this Agreement shall be given in writing and, unless stated,
may be made by letter or facsimile.  Any
such notice will be deemed to be given as follows:


 


(a)                                       if by facsimile, when received in legible form; or


 


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


 


and, if a particular department or office is
specified as part of its address detailed in accordance with Clause 15.2 (Addresses for notices), if addressed to
that department or officer.


 


15.2                     Addresses
for notices


 


(a)                                       The address and facsimile number and (if so specified)
e mail address of each Party (other than the Transaction Agents and the
Original Obligors) for all notices under or in connection with this Agreement:


 


(i)                        that
notified by that Party for this purpose to the Facility Agent on or before it
becomes a Party; or


 


(ii)                     any
other notified by that Party for this purpose to the Facility Agent by not less
than five Business Days’ notice.


 


(b)                                      The address and facsimile number of the Facility Agent
is that identified with its name below or otherwise as the Facility Agent may
have notified to the other Parties by not less than five Business Days’ notice.


 


(c)                                       The address and facsimile number of the Facility
Calculation Agent is that identified with its name below or otherwise as the
Facility Calculation Agent may have notified to the other Parties by not less
than five Business Days’ notice.


 


(d)                                      The address and facsimile number of the Security Agent
is that identified with its name below or otherwise as the Security Agent may
have notified to the other Parties by not less than five Business Days’ notice.


 


(e)                                       The address and facsimile number of each of the
Original Obligors party hereto is that identified with its name below or
otherwise as such Original Obligor


 


41

















 


may have notified to the other Parties by not less than five Business
Days’ notice.


 


(f)                                         Any notice or other communication to or from any
Lender under or in connection with this Agreement shall be given through the
Facility Agent.  The Facility Agent shall
promptly forward to (i) the applicable Lender(s) (in accordance with
the provisions of the Facility Agreement) any notice or other communication
delivered by any Party to the Facility Agent for such Lender(s) and (ii) the
applicable Party any notice or other communication delivered (in accordance
with the provisions of the Facility Agreement) by any Lender to the Facility Agent
for such first-mentioned Party.


 


(g)                                      Any notice or other communication to or from any
Transaction Warrant Holder under or in connection with this Agreement shall be
given through the Administration Agent. 
The Administration Agent shall promptly forward to (i) the
applicable Transaction Warrant Holder(s) (in accordance with the
provisions of the applicable Transaction Warrant Documents) any notice or other
communication delivered by any Party to the Administration Agent for such
Transaction Warrant Holder(s) and (ii) the applicable Party any
notice or other communication delivered (in accordance with the provisions of
the applicable Transaction Warrant Documents) by any Transaction Warrant Holder
to the Administration Agent for such first-mentioned Party.


 


15.3                     Language


 


(a)                                       Any notice given under or in connection with this
Agreement shall be in English.


 


(b)                                      All other documents provided under or in connection
with this Agreement shall be:


 


(i)                        in
English; or


 


(ii)                     if
not in English and the Security Agent so requests, accompanied by a certified
English translation and, in this case, the English translation shall prevail
unless the document is a statutory or other official document.


 


16.                           PRESERVATION


 


16.1                     Partial
invalidity


 


If, at any time, any provision of this
Agreement is or becomes illegal, invalid or unenforceable in any respect under
any law of any jurisdiction, neither the legality, validity or enforceability
of the remaining provisions nor the legality, validity or enforceability of
that provision under the law of any other jurisdiction will in any way be
affected or impaired.


 


16.2                     Remedies
and waivers


 


No failure to exercise, nor any delay in
exercising, on the part of any Party or Secured Party, any right or remedy
under this Agreement shall operate as a waiver, nor shall any single or partial
exercise of any right or remedy prevent any further or other exercise or


 


42

















 


the exercise of any other right or remedy.  The rights and remedies provided in this
Agreement are cumulative and not exclusive of any rights or remedies provided
by law.


 


16.3                     Waiver
of defences


 


The provisions of this Agreement will not be
affected by an act, omission, matter or thing which, but for this Clause 16.3,
would reduce, release or prejudice the subordination and priorities in this
Agreement including:


 


(a)                                       any time, waiver or consent granted to, or composition
with, any Obligor or other person;


 


(b)                                      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 of, any Obligor or other person or 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
Transaction Security;


 


(c)                                       any incapacity or lack of power, authority or legal
personality of or dissolution or change in the members or status of any Obligor
or other person;


 


(d)                                      any amendment, novation, supplement, extension (whether
of maturity or otherwise) or restatement (in each case, however fundamental and
of whatsoever nature, and whether or not more onerous) or replacement of a
Transaction Document or any other document or security;


 


(e)                                       any unenforceability, illegality or invalidity of any
obligation of any person under any Transaction Document or any other document
or security; or


 


(f)                                         any intermediate payment or discharge of any of the
Secured Obligations in whole or in part.


 


16.4                     Priorities
not affected


 


Except as otherwise provided in this Agreement
the priorities referred to in Clause 2 (Ranking)
will:


 


(a)                                       not be affected by any reduction or increase in any
Secured Obligations (including without limitation any reduction or increase in
the principal amount secured by the Transaction Security in respect of any or
all of the Secured Obligations) or by any intermediate reduction or increase
in, amendment or variation to any of the Transaction Documents, or by any
variation or satisfaction of, any of the Secured Obligations or any other
circumstances;


 


(b)                                      apply regardless of the order in which or dates upon
which this Agreement and/or the other Transaction Documents are executed or
registered or notice of them is given to any person; and


 


(c)                                       secure the Secured Obligations in the order specified,
regardless of the date upon which any of the Secured Obligations arise or of
any fluctuations in the amount of any of the Secured Obligations outstanding.


 


43

















 


17.                           CONSENTS,
AMENDMENTS AND OVERRIDE


 


17.1                     Required
consents


 


(a)                                       No term of this Agreement may be amended or waived
except with the prior approval of the Majority Lenders, the Swap
Counterparties, the Transaction Warrant Holders (acting through a Transaction
Written Consent) and the Obligors party hereto, and, in the case of any
amendment or waiver that:


 


(i)                        relates
to any of Clause 4 (Turnover of Receipts),
Clause 7 (Application of Proceeds)
(other than, for the avoidance of doubt, any variation  made in accordance with the provisions of
paragraph (a) of Clause 7.4 (Override))
or this Clause 17; or


 


(ii)                     relates
to Clause 5.4 (Amendments and release of
Transaction Security) or any release of any Obligor or any release
of any security under, or of any asset from security under, any Security
Document (other as otherwise permitted under such Security Document and/or in
accordance with Clause 6 (Disposals and releases)),


 


the
written agreement of each Lender.


 


(b)                                      An amendment or waiver of this Agreement which relates
to the rights or obligations of a Transaction Agent may not be effected without
the consent of such Transaction Agent, in each case acting at its discretion.


 


(c)                                       Any amendment or waiver given in accordance with this
Clause 17.1 will be binding on all of the Parties and the Secured Parties.  The Security Agent may effect, on behalf of
any Secured Party, any amendment or waiver permitted by this Clause 17.1.


 


17.2                     Agreement
to override


 


Unless
expressly stated otherwise in this Agreement, this Agreement overrides anything
in any other Transaction Document to the contrary.


 


17.3                     Amendments
of other Transaction Documents


 


(a)                                       Any Finance Document (other than this Agreement or any
Security Document) may be amended in accordance with its terms, provided that
neither such amendments nor such Finance Document as so amended conflict with
the provisions of this Agreement.


 


(b)                                      Any Hedging Agreement may be amended in accordance
with its terms, provided that (a) Clauses 3 (Hedging Agreement: Termination and Closing-out) and 11.3 (Terms of Hedging Agreements) are complied with and (b) neither
such amendments nor such Hedging Agreement as so amended conflict with the
provisions of this Agreement.


 


(c)                                       A Transaction Warrant Document may be amended in
accordance with the terms thereof provided that neither such amendments nor
such Transaction Warrant Document as so amended conflict with the provisions of
this Agreement.


 


44

















 


18.                           COUNTERPARTS


 


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


 


19.                           GOVERNING
LAW


 


This Agreement is governed by and construed in
accordance with the laws of Hong Kong.


 


20.                           ENFORCEMENT


 


20.1                     Jurisdiction
of Hong Kong courts


 


(a)                                       The courts of Hong Kong have exclusive jurisdiction to
settle any dispute arising out of or in connection with this Agreement
(including a dispute regarding the existence, validity or termination of this
Agreement) (a “Dispute”).


 


(b)                                      The Parties agree that the courts of Hong Kong are the
most appropriate and convenient courts to settle Disputes and accordingly no
Party will argue to the contrary.


 


20.2                     Service
of process


 


Without prejudice to any other mode of service
allowed under any relevant law, each Obligor party hereto:


 


(a)                                       irrevocably appoints International Petroleum Services
Corporation Limited of 1/F, Sunning Plaza, 10 Hysan Avenue, Causeway Bay, Hong
Kong as its agent for service of process in relation to any proceedings before
the Hong Kong courts in connection with this Agreement; and


 


(b)                                      agrees that failure by a process agent to notify such
Obligor of the process will not invalidate the proceedings concerned.


 


20.3                     Waiver
of immunity


 


Each Obligor party hereto waives generally all
immunity it or its assets or revenues may otherwise have in any jurisdiction,
including immunity in respect of:


 


(a)                                       the giving of any relief by way of injunction or order
for specific performance or for the recovery of assets or revenues; and/or


 


(b)                                      the issue of any process against its assets or
revenues for the enforcement of a judgment or, in an action in rem, for the
arrest, detention or sale of any of its assets and revenues.


 


IN WITNESS WHEREOF this Agreement has been duly
executed as a deed by each of the Parties and is intended to be and is hereby
delivered by each of the Parties as a deed on the date specified above.


 


45














 


Schedule 1


ORIGINAL PARTIES


 


Part I


 


Original Lenders


 


Deutsche Bank AG, Hong Kong Branch


 


Triple Wise Asset Holdings Ltd.


 


Sequoia Capital China Growth Fund I, L.P.


 


Sequoia Capital China Growth Partners Fund I,
L.P.


 


Sequoia Capital China GF Principals Fund I,
L.P.


 


Good Merit International Limited


 


Part II


 


Original
Obligors


 


The Borrower


 


Holdco


 


Parentco


 


Premium Sino


 


Wise Worldwide


 


The Founder


 


46

















 


Schedule 2


FORM OF OBLIGOR ACCESSION LETTER


 


From:                 [Obligor proposed
to become party to Agreement] (the “Proposed
Obligor Party”) and


 


[Borrower] as Borrower


 


To:                             [Security Agent] as Security Agent


 


Dated:


 


Dear Sirs


 


Security
Trust Deed dated                    between,
among others, Deutsche Bank AG, Hong Kong Branch as facility agent, Deutsche
Bank AG, Hong Kong Branch as facility calculation agent, DB Trustees (Hong
Kong) Limited as security agent and Deutsche Bank AG, Hong Kong Branch as
arranger (as amended from time to time, the “Agreement”)


 


1.                                 We refer to the Agreement.  This
is an Obligor Accession Letter.  Terms
defined in or construed for the purposes of the Agreement have the same meaning
in this Obligor Accession Letter unless given a different meaning in this
Obligor Accession Letter.


 


2.                                 The Proposed Obligor Party agrees to become party to the Agreement as an
Obligor and to be bound by the terms of the Agreement pursuant to Clause 10.2 (Accession of Obligors) of the Agreement.


 


3.                                 The Proposed Obligor Party is a company duly incorporated under the laws
of [name of relevant jurisdiction] [with
registered number [          ]].


 


4.                                 The administrative details of the Proposed Obligor Party are as follows:


 


Address:


 


Fax No.:


 


Attention:


 


5.                                 Each of the Borrower and the Proposed Obligor Party confirms that no
Default is continuing or would occur as a result of the Proposed Obligor Party
becoming party to the Agreement.


 


6.                                 Without prejudice to any other mode of service allowed under any
relevant law, the Proposed Obligor Party:


 


(a)                                      irrevocably appoints [          ]
as its agent for service of process in relation to any proceedings before the
Hong Kong courts in connection with the Agreement; and


 


(b)                                     agrees that failure by a process agent to notify such Proposed Obligor
Party of any process will not invalidate the proceedings concerned.


 


47

















 


7.                                 This Obligor Accession Letter is governed by and construed in accordance
with the laws of Hong Kong.  The
provisions of Clause 20 (Enforcement)
of the Agreement shall apply to this Obligor Accession Letter mutatis mutandis.


 


8.                                 This Obligor Accession Letter may be executed in any number of
counterparts and this has the same effect as if the signatures and/or execution
on the counterparts were on a single copy of this Obligor Accession Letter.


 


IN WITNESS WHEREOF this Obligor Accession Letter is executed as a deed
and is intended to be delivered and is hereby delivered by each of the Borrower
and the Proposed Obligor Party on the date first above written


 


	
  [THE COMMON SEAL of

  	
  )

  
	
  [the Proposed Obligor
  Party]

  	
  )

  
	
  was hereunto affixed

  	
  )

  
	
  in the presence of

  	
  )

  



 


 


Signature of witness:


 


Name of witness:]


 


 


	
  [SIGNED, SEALED and DELIVERED

  	
  )

  
	
  as a DEED for on behalf of

  	
  )

  
	
  [the Proposed Obligor
  Party]

  	
  )

  
	
  by

  	
  )

  
	
  [name of
  signatory]

  	
  )]

  



 


 


	
  SIGNED, SEALED and DELIVERED

  	
  )

  
	
  as a DEED for on behalf of

  	
  )

  
	
  [the Borrower]

  	
  )

  
	
  by

  	
  )

  
	
  [name of
  signatory]

  	
  )

  



 


48

















 


Schedule 3


[INTENTIONALLY LEFT BLANK]


 


49

















 


Schedule 4


FORM OF SWAP COUNTERPARTY ACCESSION LETTER


 


From:              [person to become party to
this Agreement as Swap Counterparty] (the “Proposed
Swap Counterparty”) and


 


To:                          [Security Agent] as Security Agent


 


Dated:


 


Dear Sirs


 


Security
Trust Deed dated                between,
among others, Deutsche Bank AG, Hong Kong Branch as facility agent, Deutsche
Bank AG, Hong Kong Branch as facility calculation agent, DB Trustees (Hong
Kong) Limited as security agent and Deutsche Bank AG, Hong Kong Branch as
arranger (as amended from time to time, the “Agreement”)


 


1.                                 We refer to the Agreement.  This
is a Swap Counterparty Accession Letter. 
Terms defined in or construed for the purposes of the Agreement have the
same meaning in this Swap Counterparty Accession Letter unless given a
different meaning in this Swap Counterparty Accession Letter.


 


2.                                 The Proposed Swap Counterparty agrees to become party to the Agreement
as a “Swap Counterparty” pursuant to Clause 11.1 (Accession of Swap Counterparties) of the Agreement.


 


3.                                 The Proposed Swap Counterparty expressly acknowledges the limitations on
the obligations of the Secured Parties set out in Clause 11.2 (Limitation of responsibility) of the
Agreement.


 


4.                                 The administrative details of the Proposed Swap Counterparty are as
follows:


 


Address:


 


Fax No.:


 


Attention:


 


5.                                 A copy of each of the Relevant Hedging Agreements to which the Proposed
Swap Counterparty is a party is attached to this Swap Counterparty Accession
Letter, and each such copy is a true, complete and up-to-date copy of such
Relevant Hedging Agreement.


 


6.                                 This Swap Counterparty Accession Letter is governed by and construed in
accordance with the laws of Hong Kong.


 


IN WITNESS WHEREOF this Swap Counterparty Accession Letter is executed
as a deed and is intended to be delivered and is hereby delivered by the
Proposed Swap Counterparty on the date first above written


 


50

















 


	
  [THE COMMON SEAL of

  	
  )

  
	
  [the Proposed Swap
  Counterparty]

  	
  )

  
	
  was hereunto affixed

  	
  )

  
	
  in the presence of

  	
  )

  



 


 


Signature of witness:


 


Name of witness:]


 


 


	
  [SIGNED, SEALED and DELIVERED

  	
  )

  
	
  as a DEED for on behalf of

  	
  )

  
	
  [the Proposed Swap
  Counterparty]

  	
  )

  
	
  by

  	
  )

  
	
  [name of
  signatory]

  	
  )]

  



 


51

















 


Schedule 5


FORM OF AGENT ACCESSION LETTER


 


From:              [Successor Transaction
Agent] (the “Successor Agent”)
and


 


[Outgoing Transaction
Agent] (the “Outgoing Agent”)


 


To:                          [Security Agent] as Security Agent


 


Dated:


 


Dear Sirs


 


Security
Trust Deed dated                   between,
among others, Deutsche Bank AG, Hong Kong Branch as facility agent, Deutsche
Bank AG, Hong Kong Branch as facility calculation agent, DB Trustees (Hong
Kong) Limited as security agent and Deutsche Bank AG, Hong Kong Branch as
arranger (as amended from time to time, the “Agreement”)


 


1.                                 We refer to the Agreement.  This
is an Agent Accession Letter.  Terms
defined in or construed for the purposes of the Agreement have the same meaning
in this Agent Accession Letter unless given a different meaning herein.


 


2.                                 [The Outgoing Agent was the Facility Agent, and the Successor Agent has
been appointed as successor Facility Agent (as defined in the Facility
Agreement) in accordance with the terms of the Facility Agreement (in place of
the Outgoing Agent), and agrees to become party to the Agreement as Facility
Agent (as defined in the Agreement)][or][The Outgoing Agent was the Facility
Calculation Agent, and the Successor Agent has been appointed as successor
Calculation Agent (as defined in the Facility Agreement) in accordance with the
terms of the Facility Agreement (in place of the Outgoing Agent), and agrees to
become to the Agreement as Facility Calculation Agent (as defined in the
Agreement)][or][The
Outgoing Agent was the Administration Agent, and the Successor Agent has been
appointed as successor Administration Agent (as defined in the Warrant Agency
Agreement) in accordance with the terms of the Warrant Agency Agreement (in
place of the Outgoing Agent), and agrees to become to the Agreement as
Administration Agent (as defined in the Agreement)].


 


3.                                 The administrative details of the Successor Agent are as follows:


 


Address:


 


Fax No.:


 


Attention:


 


4.                                 This Agent Accession Letter is governed by and construed in accordance
with the laws of Hong Kong.


 


5.                                 This Agent Accession Letter may be executed in any number of
counterparts and this has the same effect as if the signatures and/or execution
on the counterparts were on a single copy of this Agent Accession Letter.


 


52

















 


IN WITNESS WHEREOF this Agent Accession Letter is executed as a deed and
is intended to be delivered and is hereby delivered by the Successor Agent and
the Outgoing Agent on the date first above written


 


	
  [THE COMMON SEAL of

  	
  )

  
	
  [the Successor Agent]

  	
  )

  
	
  was hereunto affixed

  	
  )

  
	
  in the presence of

  	
  )

  



 


 


Signature of witness:


 


Name of witness:]


 


 


	
  [SIGNED, SEALED and DELIVERED

  	
  )

  
	
  as a DEED for on behalf of

  	
  )

  
	
  [the Successor Agent]

  	
  )

  
	
  by

  	
  )

  
	
  [name of
  signatory]

  	
  )]

  



 


 


	
  [THE COMMON SEAL of

  	
  )

  
	
  [the Outgoing Agent]

  	
  )

  
	
  was hereunto affixed

  	
  )

  
	
  in the presence of

  	
  )

  



 


 


Signature of witness:


 


Name of witness:]


 


 


	
  [SIGNED, SEALED and DELIVERED

  	
  )

  
	
  as a DEED for on behalf of

  	
  )

  
	
  [the Outgoing Agent]

  	
  )

  
	
  by

  	
  )

  
	
  [name of
  signatory]

  	
  )]

  



 


53














 


Schedule 6


DOCUMENTS AND EVIDENCE FOR PROPOSED OBLIGOR PARTIES


 


In respect of each Obligor proposing to become
party to this Agreement (the “Proposed
Obligor Party”), each of the following in form and substance
satisfactory to the Security Agents:


 


1.                                 An Obligor Accession Letter duly executed (where appropriate, under
seal) by each of the Borrower and that Proposed Obligor Party.


 


2.                                 Copies of the constitutional documents of that Proposed Obligor Party.


 


3.                                 Copies of the resolution(s) of the board of directors (or equivalent
body) of, and/or resolution(s) (as appropriate, based on the advice of counsel
to any Security Agent) signed by all holders of the issued shares and/or equity
interests in, that Proposed Obligor Party:


 


(a)                                      approving the terms of, and the transactions contemplated by, such
Obligor Accession Letter and the other Finance Documents to which it is a party
and resolving that it execute such Obligor Accession Letter and the other
Finance Documents to which it is a party;


 


(b)                                     authorising a specified person or persons to execute such Obligor
Accession Letter and the other Finance Documents to which it is a party on its
behalf; and


 


(c)                                      authorising a specified person or persons, on its behalf, to sign and/or
despatch all documents and notices to be signed and/or despatched by it under
or in connection with such Obligor Accession Letter and the other Finance
Documents to which it is a party.


 


4.                                 A specimen signature of each person authorised by the resolution(s)
referred to in paragraph 3 above.


 


5.                                 A certificate of an authorised signatory of that Proposed Obligor Party
certifying that each copy document specified in this Schedule and/or any
document or evidence delivered hereunder in copy form is correct, complete and
in full force and effect as at a date no earlier than the date of such
certificate.


 


6.                                 The following legal opinions:


 


(a)                                      a legal opinion of Hong Kong legal advisers to the Security Agent in
form and substance satisfactory to the Security Agent; and


 


(b)                                     a legal opinion of the legal advisers to the Security Agent in the
jurisdiction of incorporation or establishment of that Proposed Obligor Party,
in form and substance satisfactory to the Security Agent.


 


7.                                 Evidence that the process agent referred to in such Obligor Accession
Letter has accepted its appointment in relation to that Proposed Obligor Party.


 


54

















 


8.                                 A copy of any other Authorisation or other document, opinion or
assurance which the Security Agent consider to be necessary (based on advice of
counsel to the Security Agent) in connection with (i) the entry into and/or
performance of the transactions contemplated by any Finance Document and/or
(ii) for the legality, validity and/or enforceability of any Finance Document.


 


55

















 


EXECUTION


 


THE FACILITY AGENT


 


	
  SIGNED, SEALED AND DELIVERED

  	
  )

  	
   

  
	
  as a DEED for and on behalf of

  	
  )

  	
  L.S

  
	
  DEUTSCHE BANK AG, HONG KONG BRANCH

  	
  )

  	
   

  
	
  by 

  	
  /s/ Chiu Kin Wing Edward /s/ Choi Siu Ling

  	
   

  	
  )

  	
   

  
	
   

  	
  )

  	
  L.S

  
	
  in the presence of:

  	
  )

  	
   

  
					



 


 


	
  /s/ Kenny Kin Ming Lam

  	
   

  
	
   

  	
   

  
	
  Signature of witness

  	
   

  



 


	
  Name:

  	
  Kenny Kin Ming Lam

  



 


Address:


 


 


	
  Address:

  	
  48/F, Cheung Kong Center, 2 Queen’s Road
  Central, Hong Kong

  
	
   

  	
   

  
	
  Fax:

  	
  +852 2203 7320/7323

  
	
   

  	
   

  
	
  Attention:

  	
  Trust
  and Securities Services

  



 


SIGNATURE PAGE TO THE SECURITY TRUST DEED


 

















 


THE FACILITY CALCULATION AGENT


 


	
  SIGNED, SEALED AND DELIVERED

  	
  )

  	
   

  
	
  as a DEED for
  and on behalf of

  	
  )

  	
   

  
	
  DEUTSCHE BANK AG, HONG KONG BRANCH

  	
  )

  	
  /s/
  Rowena Yue 

  	
    L.S

  
	
  by

  	
  Rowena
  Yue Simon Man

  	
  )

  	
   

  
	
   

  	
  )

  	
  /s/
  Simon Man

  	
    L.S

  
	
  in the presence of:

  	
  )

  	
   

  
					



 


 


	
  /s/ Shu Duan

  	
   

  
	
   

  	
   

  
	
  Signature of witness

  	
   

  
	
   

  	
   

  
	
  Name:

  	
  Shu Duan

  
	
   

  	
   

  
	
  Address:

  	
  55/F, Cheung Kong Center, 2 Queen’s Road
  Central, Hong Kong

  
	
   

  	
   

  
	
   

  	
   

  
	
  Address:

  	
  55th Floor, Cheung Kong
  Center, Queen’s Road Central, Hong Kong

  
	
   

  	
   

  
	
  Telephone:

  	
  +852-2203-8787

  
	
   

  	
   

  
	
  Fax:

  	
  +852-2203-7266

  
	
   

  	
   

  
	
  Attention:

  	
  Rowena Yue and Kari Cheng

  
			



 


SIGNATURE PAGE TO THE SECURITY TRUST DEED


 

















 


THE ADMINISTRATION AGENT


 


	
  SIGNED, SEALED AND DELIVERED

  	
  )

  	
   

  
	
  as a DEED for
  and on behalf of

  	
  )

  	
   

  
	
  DEUTSCHE BANK AG, HONG KONG BRANCH

  	
  )

  	
  L.S

  
	
  by

  	
  /s/
  Chin Kin Wing Edward /s/ Choi Sin Ling

  	
   

  	
  )

  	
   

  
	
   

  	
  )

  	
  L.S

  
	
  in the presence of:

  	
  )

  	
   

  
					



 


 


	
  /s/ Kenny Kin Ming Lam

  	
   

  
	
   

  	
   

  
	
  Signature of witness

  	
   

  
	
   

  	
   

  
	
  Name:

  	
  Kenny Kin Ming Lam

  
	
   

  	
   

  
	
  Address:

  	
   

  
			



 


 


	
  Address:

  	
  48/F, Cheung Kong Center, 2 Queen’s Road
  Central, Hong Kong

  
	
   

  	
   

  
	
  Fax:

  	
  +852
  2203 7320/7323

  
	
   

  	
   

  
	
  Attention:

  	
  Trust and Securities Services

  



 


SIGNATURE PAGE TO THE SECURITY TRUST DEED


 

















 


THE SECURITY AGENT


 


	
  SIGNED, SEALED AND DELIVERED

  	
  )

  	
   

  
	
  as a DEED for
  and on behalf of

  	
  )

  	
   

  
	
  DB TRUSTEES (HONG KONG)
  LIMITED

  	
  )

  	
  L.S

  
	
  by

  	
  /s/
  Chin Kin Wing Edward /s/ Choi Sin Ling

  	
   

  	
  )

  	
   

  
	
   

  	
  )

  	
  L.S

  
	
  in the presence of:

  	
  )

  	
   

  
					



 


 


	
  /s/ Kenny Kin Ming Lam

  	
   

  
	
   

  	
   

  
	
  Signature of witness

  	
   

  



 


	
  Name: 

  	
  Kenny Kin Ming Lam

  



 


Address:


 


 


	
  Address:

  	
  48/F, Cheung Kong Center, 2 Queen’s Road
  Central, Hong Kong

  
	
   

  	
   

  
	
  Fax:

  	
  +852 2203 7320/7323

  
	
   

  	
   

  
	
  Attention:

  	
  Managing
  Director

  



 


SIGNATURE PAGE TO THE SECURITY TRUST DEED


 

















 


THE ORIGINAL LENDER


 


	
  SIGNED, SEALED AND DELIVERED

  	
  )

  	
   

  
	
  as a DEED for
  and on behalf of

  	
  )

  	
   

  
	
  DEUTSCHE BANK AG, HONG KONG
  BRANCH

  	
  )

  	
  /s/ Rowena Yue

  	
    L.S

  
	
  by

  	
  Rowena
  Yue Simon Man

  	
   

  	
  )

  	
   

  
	
   

  	
  )

  	
  /s/
  Simon Man

  	
    L.S

  
	
  in the presence of:

  	
  )

  	
   

  
						



 


 


	
  /s/ Shu Duan

  	
   

  
	
   

  	
   

  
	
  Signature of witness

  	
   

  
	
   

  	
   

  
	
  Name:

  	
  Shu Duan

  
	
   

  	
   

  
	
  Address:

  	
  55/F, Cheung Kong Center, 2 Queen’s Road
  Central, Hong Kong

  
	
   

  	
   

  
	
   

  	
   

  
	
  Address:

  	
  45th
  Floor, Cheung Kong Center, 2 Queen’s Road Central, Hong Kong

  
	
   

  	
   

  
	
  Telephone:

  	
  +852-2203-8130

  
	
   

  	
   

  
	
  Fax:

  	
  +852-2203-7241

  
	
   

  	
   

  
	
  Attention:

  	
  Kaiza Chun

  
			



 


SIGNATURE PAGE TO THE SECURITY TRUST DEED


 

















 


THE
ORIGINAL LENDER


 


	
  SIGNED, SEALED AND DELIVERED

  	
  )

  	
   

  
	
  as a DEED for
  and on behalf of

  	
  )

  	
   

  
	
  TRIPLE WISE ASSET HOLDINGS
  LTD.

  	
  )

  	
  /s/
  Li Ngai

  	
    L.S

  
	
  by

  	
  Li
  Ngai

  	
   

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  in the presence of:

  	
  )

  	
   

  
						



 


 


	
  /s/ Watson Choi

  	
   

  
	
   

  	
   

  
	
  Signature of witness

  	
   

  



 


	
  Name:

  	
  Watson
  Choi

  
	
   

  	
   

  
	
  Address:

  	
  34/F, Two Pacific, 88
  Queensway, Hong Kong

  



 


 


	
  Address:

  	
  34/F, Two Pacific Place,
  88 Queensway, Hong Kong

  
	
   

  	
   

  
	
  Telephone:

  	
  +852-2532-6735

  
	
   

  	
   

  
	
  Fax:

  	
  +852-2537-4008

  
	
   

  	
   

  
	
  Attention:

  	
  Rosche
  Yam

  



 


SIGNATURE PAGE TO THE SECURITY TRUST DEED


 

















 


THE ORIGINAL LENDER


 


	
  SIGNED, SEALED AND DELIVERED

  	
  )

  	
   

  
	
  as a DEED for
  and on behalf of

  	
  )

  	
   

  
	
  SEQUOIA CAPITAL CHINA GROWTH
  FUND I, L.P.

  	
  )

  	
  /s/ Jimmy Wong

  	
    L.S

  
	
  by

  	
  Jimmy Wong

  	
   

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  in the presence of:

  	
  )

  	
   

  
						



 


 


	
  /s/ Li Yang

  	
   

  
	
   

  	
   

  
	
  Signature of witness

  	
   

  



 


	
  Name:

  	
  Li Yang

  
	
   

  	
   

  
	
  Address:

  	
  Suite
  2215, Two Pacific Place, 88 Queensway, Hong Kong

  



 


 


	
  Address:

  	
  2408-2410,
  Air China Plaza, No. 36 Xiaoyun Road, Chaoyang District, Beijing, P.R. China,
  100027

  
	
   

  	
   

  
	
  Telephone:

  	
  +86-1391-076-6253

  
	
   

  	
   

  
	
  Fax:

  	
  +86-10-8447-5669

  
	
   

  	
   

  
	
  Attention:

  	
  George
  Xu

  



 


 


With
copy to:


 


Suite
2215, Two Pacific Place


88
Queensway, Hong Kong


 


	
  Telephone:

  	
  +852-2501-8989

  
	
   

  	
   

  
	
  Fax:

  	
  +852-2510-5249

  
	
   

  	
   

  
	
  Attention:

  	
  Jimmy
  Wong

  



 


SIGNATURE PAGE TO THE SECURITY TRUST DEED


 

















 


THE ORIGINAL LENDER


 


	
  SIGNED, SEALED AND DELIVERED

  	
  )

  	
   

  
	
  as a DEED for
  and on behalf of

  	
  )

  	
   

  
	
  SEQUOIA CAPITAL CHINA GROWTH
  PARTNERS

  	
  )

  	
  /s/
  Jimmy Wong

  	
    L.S

  
	
  FUND I, L.P.

  	
  )

  	
   

  
	
  by

  	
  Jimmy Wong

  	
   

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  in the presence of:

  	
  )

  	
   

  
						



 


 


	
  /s/ Li Yang

  	
   

  
	
   

  	
   

  
	
  Signature of witness

  	
   

  



 


	
  Name:

  	
  Li
  Yang

  
	
   

  	
   

  
	
  Address:

  	
  Suite 2215, Two Pacific
  Place, 88 Queensway, Hong Kong

  



 


 


	
  Address:

  	
  2408-2410, Air China
  Plaza, No. 36 Xiaoyun Road, Chaoyang District, Beijing, P.R. China, 100027

  
	
   

  	
   

  
	
  Telephone:

  	
  +86-1391-076-6253

  
	
   

  	
   

  
	
  Fax:

  	
  +86-10-8447-5669

  
	
   

  	
   

  
	
  Attention:

  	
  George
  Xu

  



 


 


With
copy to:


 


Suite
2215, Two Pacific Place


88
Queensway, Hong Kong


 


	
  Telephone:

  	
  +852-2501-8989

  
	
   

  	
   

  
	
  Fax:

  	
  +852-2510-5249

  
	
   

  	
   

  
	
  Attention:

  	
  Jimmy
  Wong

  



 


SIGNATURE PAGE TO THE SECURITY TRUST DEED


 

















 


THE ORIGINAL LENDER


 


	
  SIGNED, SEALED AND DELIVERED

  	
  )

  	
   

  
	
  as a DEED for
  and on behalf of

  	
  )

  	
   

  
	
  SEQUOIA CAPITAL CHINA GF
  PRINCIPALS

  	
  )

  	
  /s/
  Jimmy Wong

  	
    L.S

  
	
  FUND I, L.P.

  	
  )

  	
   

  
	
  by

  	
  Jimmy
  Wong

  	
   

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  in the presence of:

  	
  )

  	
   

  
						



 


 


	
  /s/ Li Yang

  	
   

  
	
   

  	
   

  
	
  Signature of witness

  	
   

  



 


	
  Name:

  	
  Li
  Yang

  
	
   

  	
   

  
	
  Address:

  	
  Suite 2215, Two Pacific
  Place, 88 Queensway, Hong Kong

  



 


 


	
  Address:

  	
  2408-2410, Air China
  Plaza, No. 36 Xiaoyun Road, Chaoyang District, Beijing, P.R. China, 100027

  
	
   

  	
   

  
	
  Telephone:

  	
  +86-1391-076-6253

  
	
   

  	
   

  
	
  Fax:

  	
  +86-10-8447-5669

  
	
   

  	
   

  
	
  Attention:

  	
  George
  Xu

  



 


 


With
copy to:


 


Suite
2215, Two Pacific Place


88
Queensway, Hong Kong


 


	
  Telephone:

  	
  +852-2501-8989

  
	
   

  	
   

  
	
  Fax:

  	
  +852-2510-5249

  
	
   

  	
   

  
	
  Attention:

  	
  Jimmy
  Wong

  



 


SIGNATURE PAGE TO THE SECURITY TRUST DEED


 














 


	
  THE ORIGINAL LENDER

  	
   

  
	
   

  	
   

  
	
  SIGNED, SEALED AND DELIVERED

  	
  )

  
	
  as a DEED for
  and on behalf of

  	
  )

  
	
  GOOD MERIT INTERNATIONAL
  LIMITED

  	
  )

  	
  /s/ Chan Yuen Ming

  	
    L.S

  
	
  by Chan Yuen Ming

  	
  )

  
	
   

  	
  )

  
	
  in the presence of:

  	
  )

  



 


 


	
  /s/ Louie Mei Po

  	
   

  
	
   

  	
   

  
	
  Signature of witness

  	
   

  
	
   

  	
   

  
	
  Name: 

  	
  Louie Mei Po

  
	
   

  	
   

  
	
  Address:

  	
  Room 1211, 12/F, New World Tower 1,
  No. 18 Queen’s Road Central, Hong Kong

  
	
   

  	
   

  
	
   

  	
   

  
	
  Address:

  	
  Room 1211, 12/F, New
  World Tower 1, No. 18 Queen’s Road Central, Hong Kong

  
	
   

  	
   

  
	
  Telephone:

  	
  +852-2869-7222

  
	
   

  	
   

  
	
  Fax:

  	
  +852-2801-6887

  
	
   

  	
   

  
	
  Attention:

  	
  Yvonne
  Louie

  
			



 


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THE ARRANGER


 


	
  SIGNED, SEALED AND DELIVERED

  	
  )

  	
   

  
	
  as a DEED for
  and on behalf of

  	
  )

  	
   

  
	
  DEUTSCHE BANK AG, HONG KONG BRANCH

  	
  ) 

  	
  /s/ Rowena Yue

  	
    L.S

  
	
  by Rowena Yue, Simon Man

  	
  )

  	
   

  
	
   

  	
  ) 

  	
  /s/ Simon Man

  	
    L.S

  
	
  in the presence of:

  	
  )

  	
   

  



 


 


	
  /s/ Shu Duan

  	
   

  
	
   

  	
   

  
	
  Signature of
  witness

  
	
   

  	
   

  
	
  Name:

  	
  Shu Duan

  
	
   

  	
   

  
	
  Address:

  	
  55/F, Cheung Kong Center, 2 Queen’s Road
  Central, Hong Kong

  
	
   

  	
   

  
	
   

  	
   

  
	
  Address:

  	
  55th Floor, Cheung Kong
  Center, Queen’s Road Central, Hong Kong

  
	
   

  	
   

  
	
  Telephone:

  	
  +852-2203-8787

  
	
   

  	
   

  
	
  Fax:

  	
  +852-2203-7266

  
	
   

  	
   

  
	
  Attention:

  	
  Rowena Yue and Kari Cheng

  
			



 


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THE BORROWER


 


	
  SIGNED, SEALED AND DELIVERED

  	
  )

  
	
  as a DEED for
  and on behalf of

  	
  )

  
	
  TIANJIN NEW HIGHLAND SCIENCE

  	
  )

  	
  L.S

  	
  /s/
  Qingzeng Liu

  
	
  AND TECHNOLOGY DEVELOPMENT
  CO., LTD.

  	
  )

  
	
  by Liu  Qingzeng

  	
  )

  
	
   

  	
  )

  
	
  in the presence of:

  	
  )

  



 


 


	
  /s/ Bowen Ma

  	
   

  
	
   

  
	
  Signature of
  witness

  
	
   

  	
   

  
	
  Name:

  	
  Ivy
  Bowen Ma

  
	
   

  	
   

  
	
  Address:

  	
  

  
	
   

  	
   

  
	
   

  	
   

  
	
  Address:

  	
  

  
	
   

  	
   

  
	
  Telephone:

  	
  +86-22-6635-1185

  
	
   

  	
   

  
	
  Fax:

  	
  +86-22-6635-1181

  
	
   

  	
   

  
	
  Attention:

  	
  Mr
  Liu Qingzeng

  
			



 


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THE HOLDCO


 


	
  SIGNED, SEALED AND DELIVERED

  	
  )

  	
   

  
	
  as a DEED for
  and on behalf of

  	
  )

  	
   

  
	
  and EXECUTED AS A DEED
  by

  	
  )

  	
  L.S

  	
  /s/
  Qingzeng Liu

  
	
  SUPERPORT LIMITED

  	
  )

  	
   

  
	
  by Liu  Qingzeng

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  in the presence of:

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Bowen Ma

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature of witness

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
  Ivy Bowen Ma

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
  

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
  

  	
   

  
	
   

  	
   

  	
   

  
	
  Telephone:

  	
  +86-22-6635-1185

  	
   

  
	
   

  	
   

  	
   

  
	
  Fax:

  	
  +86-22-6635-1181

  	
   

  
	
   

  	
   

  	
   

  
	
  Attention:

  	
  Mr
  Liu Qingzeng

  	
   

  
					



 


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THE PARENTCO


 


	
  THE
  COMMON SEAL of

  	
  )

  	
   

  
	
  INTERNATIONAL
  PETROLEUM SERVICES 

  	
  )

  	
   

  
	
  CORPORATION
  LIMITED

  	
  )

  	
  [Common Seal]

  
	
  was
  hereunto affixed in the presence of:

  	
  )

  	
   

  



 


 


	
  /s/ Tang Nicolas Tze Hao

  	
   

  
	
   

  	
   

  
	
  Signature of witness

  	
   

  



 


	
  Name:

  	
  Tang
  Nicolas Tze Hao

  
	
   

  	
   

  
	
  Address:

  	
  Hong
  Kong

  
	
   

  	
   

  
	
   

  	
   

  
	
  Address:

  	
  

  
	
   

  	
   

  
	
  Telephone:

  	
  +86-22-6635-1185

  
	
   

  	
   

  
	
  Fax:

  	
  +86-22-6635-1181

  
	
   

  	
   

  
	
  Attention:

  	
  Mr
  Liu Qingzeng

  



 


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PREMIUM SINO


 


	
  SIGNED, SEALED AND DELIVERED

  	
  )

  	
   

  
	
  as a DEED for
  and on behalf of

  	
  )

  	
   

  	
   

  
	
  and EXECUTED AS A DEED
  by

  	
  )

  	
  L.S

  	
  /s/
  Qingzeng Liu

  
	
  PREMIUM SINO FINANCE LIMITED

  	
  )

  	
   

  	
   

  
	
  by Liu  Qingzeng

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  in the presence of:

  	
  )

  	
   

  



 


 


	
  /s/ Bowen Ma

  	
   

  
	
   

  	
   

  
	
  Signature of
  witness

  
	
   

  	
   

  
	
  Name:

  	
  Ivy
  Bowen Ma

  
	
   

  	
   

  
	
  Address:

  	
  

  
	
   

  	
   

  
	
   

  	
   

  
	
  Address:

  	
  

  
	
   

  	
   

  
	
  Telephone:

  	
  +86-22-6635-1185

  
	
   

  	
   

  
	
  Fax:

  	
  +86-22-6635-1181

  
	
   

  	
   

  
	
  Attention:

  	
  Mr
  Liu Qingzeng

  
			



 


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WISE WORLDWIDE


 


	
  SIGNED, SEALED AND DELIVERED

  	
  )

  	
   

  
	
  as a DEED for
  and on behalf of

  	
  )

  	
   

  	
   

  
	
  and EXECUTED AS A DEED
  by

  	
  )

  	
  /s/
  Hui Pan

  	
    L.S

  
	
  WISE WORLDWIDE
  CO., LTD.

  	
  )

  	
   

  	
   

  
	
  by Hui Pan

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  in the presence of:

  	
  )

  	
   

  



 


 


	
  /s/ Tang Nicolas
  Tze Hao

  	
   

  
	
   

  	
   

  
	
  Signature of
  witness

  
	
   

  	
   

  
	
  Name:

  	
  Tang Nicolas Tze Hao

  
	
   

  	
   

  
	
  Address:

  	
  Hong
  Kong

  
	
   

  	
   

  
	
   

  	
   

  
	
  Address:

  	
  32/F,
  Block 1, Victoria Centre, 15 Watson Rd, North Point, Hong Kong

  
	
   

  	
   

  
	
  Telephone:

  	
  2104 2899

  
	
   

  	
   

  
	
  Fax:

  	
  2573 3474

  
	
   

  	
   

  
	
  Attention:

  	
  Mr. Ben
  Hui

  
			



 


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  THE FOUNDER

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SIGNED, SEALED AND DELIVERED

  	
  )

  	
   

  
	
  as a DEED by

  	
  )

  	
   

  	
   

  
	
  MR. LIU QINGZENG

  	
  )

  	
  L.S

  	
  /s/
  Qingzeng Liu

  
	
   

  	
   

  	
   

  	
   

  
	
  in the presence of:

  	
  )

  	
   

  



 


 


	
  /s/ Bowen Ma

  	
   

  
	
   

  	
   

  
	
  Signature of
  witness

  
	
   

  	
   

  
	
  Name:

  	
  Ivy
  Bowen Ma

  
	
   

  	
   

  
	
  Address:

  	
  

  
			



 


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