Exhibit
10.43


 


EXECUTION
COPY


 


DATED
OCTOBER 11, 2010


 


 


	
  (1)

  	
  SINOTECH
  ENERGY LIMITED

  	
   

  
	
   

  	
  as
  Mortgagor

  	
   

  
	
   

  	
   

  	
   

  
	
  (2)

  	
  DB
  TRUSTEES (HONG KONG) LIMITED

  	
   

  
	
   

  	
  as Security Agent

  	
   

  



 






 


EQUITABLE
SHARE MORTGAGE


IN RESPECT
OF SHARES OF SUPERPORT
LIMITED


 






 


i

















 


TABLE OF
CONTENTS


 


	
  CLAUSE

  	
   

  	
   

  	
  PAGE

  
	
   

  	
   

  	
   

  	
   

  
	
  1.

  	
  DEFINITIONS AND INTERPRETATION

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
  REPRESENTATION AND WARRANTIES

  	
   

  	
  5

  
	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
  COVENANT TO PAY

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
  SECURITY

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
  RIGHTS IN RESPECT OF MORTGAGED SHARES

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
  PRESERVATION OF SECURITY

  	
   

  	
  11

  
	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
  ENFORCEMENT OF SECURITY

  	
   

  	
  14

  
	
   

  	
   

  	
   

  	
   

  
	
  8.

  	
  APPOINTMENT OF A RECEIVER

  	
   

  	
  17

  
	
   

  	
   

  	
   

  	
   

  
	
  9.

  	
  POWERS OF A RECEIVER

  	
   

  	
  18

  
	
   

  	
   

  	
   

  	
   

  
	
  10.

  	
  FURTHER ASSURANCES

  	
   

  	
  18

  
	
   

  	
   

  	
   

  	
   

  
	
  11.

  	
  INDEMNITIES

  	
   

  	
  19

  
	
   

  	
   

  	
   

  	
   

  
	
  12.

  	
  POWER OF ATTORNEY

  	
   

  	
  19

  
	
   

  	
   

  	
   

  	
   

  
	
  13.

  	
  EXPENSES

  	
   

  	
  20

  
	
   

  	
   

  	
   

  	
   

  
	
  14.

  	
  RELEASE

  	
   

  	
  21

  
	
   

  	
   

  	
   

  	
   

  
	
  15.

  	
  NOTICES

  	
   

  	
  21

  
	
   

  	
   

  	
   

  	
   

  
	
  16.

  	
  ASSIGNMENTS

  	
   

  	
  22

  
	
   

  	
   

  	
   

  	
   

  
	
  17.

  	
  SET-OFF

  	
   

  	
  22

  
	
   

  	
   

  	
   

  	
   

  
	
  18.

  	
  SUBSEQUENT SECURITY INTERESTS

  	
   

  	
  22

  
	
   

  	
   

  	
   

  	
   

  
	
  19.

  	
  MISCELLANEOUS

  	
   

  	
  23

  
	
   

  	
   

  	
   

  	
   

  
	
  20.

  	
  LAW AND JURISDICTION

  	
   

  	
  23

  
	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULE 1

  	
   

  	
  27

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 2

  	
   

  	
  29

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 3

  	
   

  	
  30

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 4

  	
   

  	
  32

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 5

  	
   

  	
  33

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 6

  	
   

  	
  35

  



 


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THIS MORTGAGE is made on
                                                    
2010


 


BETWEEN


 


(1)                                  SINOTECH ENERGY LIMITED, an exempted company incorporated under the laws of
the Cayman Islands with company number 241866 and having its registered office
at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the “Mortgagor”); and


 


(2)                                  DB TRUSTEES (HONG KONG) LIMITED, as security trustee for and on behalf of the Secured
Parties (as defined in the Security Trust Deed, defined below) (the “Security Agent”).


 


WHEREAS


 


(A)                              By the Facility Agreement, the Lenders (as defined in
the Security Trust Deed) agreed to make available to Tianjin New Highland
Science and Technology Development Co., Ltd. (the “Borrower”)
a facility on the terms and conditions contained in the Facility Agreement (as
defined below).


 


(B)                                The Mortgagor will be on commencement of the Security
Period the legal and beneficial owner of 100% of the ordinary shares of US$1.00
par value per each share in the capital of the Company.


 


(C)                                As security for the Secured Obligations (as defined
below), the Mortgagor has agreed to mortgage and charge in favour of the
Security Agent, inter alia, its legal and
beneficial interest in all of the issued shares in the Company.


 


(D)                               Premium Sino Finance Limited is currently the legal
and beneficial owner of 90 ordinary shares of US$1.00 par value in the capital
of the Company and such shares are mortgaged in favour of the Security Agent
pursuant to an Equitable Share Mortgage dated 12 January 2010 (the “Original Holdco Share Mortgage”) made between Premium Sino
Finance Limited and the Security Agent . The Original Holdco Share Mortgage is
to be released after completion of the Relevant Permitted Reorganisation (as
defined below).


 


(E)                                 It is a condition to the Lenders agreeing to the
Relevant Permitted Reorganisation that the Mortgagor shall execute this
Mortgage in favour of the Security Agent and the same is executed by the
Mortgagor in consideration of the Lenders agreeing to the Relevant Permitted
Reorganisation and for other good and valuable consideration (the sufficiency
of which the Mortgagor hereby acknowledges).


 


(F)                                 It is intended that this document takes effect as a
deed notwithstanding the fact that a party may only execute this document under
hand.


 


NOW THIS MORTGAGE WITNESSETH


 


1.                                      DEFINITIONS AND INTERPRETATION


 


1.1                                 In this Mortgage, unless the context otherwise requires, words and
expressions which are capitalised but not defined herein (including in the
recitals hereto) shall have the same meanings as are given to them in the
Security Trust Deed.  In addition, the
following definitions shall apply:


 


1

















 


“BVI Act”
means the BVI Business Companies Act, 2004 (as amended) of the
British Virgin Islands;


 


“BVI Working Day”
means a day on which government offices are ordinarily open for business in the
British Virgin Islands;


 


“Cayman Companies Law”
means the Companies Law (2010 Revision) of the Cayman Islands;


 


“CLP Ordinance”
means the Conveyancing and Law of Property Act of the British Virgin
Islands;


 


“Company” means Superport Limited, a BVI Business
Company with company number 1525496 and registered office at Offshore
Incorporations Limited, P.O. Box 957, Offshore Incorporations Centre, Road
Town, Tortola, British Virgin Islands;


 


“Event of Default”
means an Event of Default as defined in the Security Trust Deed;


 


“Initial Mortgaged Shares”
means those shares in the Company which will be registered in the name of and
beneficially owned by the Mortgagor immediately following completion of the
Relevant Permitted Reorganisation and any shares acquired in respect of any or
all of the Initial Mortgaged Shares by reason of a division or combination of
shares, share dividend, reclassification or otherwise;


 


“Insolvency Act”
means the Insolvency Act, 2003 (as amended) of the British Virgin
Islands;


 


“Facility Agreement”
means the loan agreement dated 8 January 2010 between the Borrower as
borrower, International Petroleum Services Corporation Limited, the Company,
Deutsche Bank AG, Hong Kong Branch as arranger and facility agent, the Security
Agent and the financial institutions listed therein as Lenders (as amended
pursuant to an amendment agreement dated 11 January 2010 and as further
amended and restated pursuant to a second amendment agreement dated
                                              
2010 and as may be further amended and/or restated from time to time);


 


“Mortgage” means
this equitable share mortgage;


 


“Mortgaged Shares”
means the Initial Mortgaged Shares and all and any other shares, warrants and
other securities of any kind (including loan capital) of the Company now or at
any time in the future legally and/or beneficially owned by the Mortgagor or in
which the Mortgagor has any interest and all rights, benefits and advantages
now or at any time in the future deriving from or incidental to any of the
Mortgaged Shares, including, without limitation:


 


(a)           all
dividends or other distributions (whether in cash, securities or other
property), interest and other income paid or payable in relation to any
Mortgaged Shares;


 


(b)           all shares, securities, rights,
monies or other property whether certificated or uncertificated accruing,
offered or issued at any time by way of redemption, conversion, exchange,
substitution, preference, option or otherwise in respect of any Mortgaged
Shares (including but not limited to proceeds of sale); and


 


(c)           all certificates and other evidence
of title to as of the Mortgaged Shares now and from time to time hereunder
deposited with the Security Agent;


 


2

















 


“Parties” means
the parties to this Mortgage;


 


“Register of Charges”
means the register of mortgages and charges of the Mortgagor maintained by the
Mortgagor in accordance with the Cayman Companies Law;


 


“Register of Directors”
means the register of directors of the Company maintained by the Company in
accordance with Section 118 of the BVI Act;


 


“Register of
Members” means the register of members of the Company maintained by
the Company in accordance with Section 41 of the BVI Act;


 


“Registrar of
Corporate Affairs” means the Registrar of Corporate Affairs of the British Virgin
Islands appointed under Section 229 of the BVI Act;


 


“Release Date”
has the meaning ascribed to such term in the Security Trust Deed;


 


“Relevant Permitted
Reorganisation” has the meaning ascribed to such term in the
Facility Agreement;


 


“Secured
Obligations” has the meaning ascribed to such term in the Security
Trust Deed;


 


“Security Interest”
means:


 


(a)                                  a mortgage, charge, pledge, lien, assignment by way of
security or other encumbrance or security arrangement (including any hold back
or “flawed asset” arrangement) securing any
obligation of any person;


 


(b)                                 any arrangement under which money or claims to, or the
benefit of, a bank or other account may be applied, set off or made subject to
a combination of accounts so as to effect discharge of any sum owed or payable
to any person;


 


(c)                                  any other type of arrangement having a similar effect;
or


 


(d)                                 agreements to create the foregoing;


 


“Security Period”
means the period commencing on the date of completion of the Relevant Permitted
Reorganisation and ending on the Release Date;


 


“Security Trust Deed”
means the security trust deed dated 11 January 2010 and amended by a deed
of amendment dated
                                                            
2010 between, among others, the Mortgagor and the Security Agent; and


 


“Transaction Documents”
has the meaning ascribed to such term in the Security Trust Deed.


 


1.2                                 In construing this Mortgage (including the recitals), unless otherwise
specified:


 


(a)                                  the rules of interpretation contained in Clause
1.3 (Construction) of the Security Trust Deed
shall apply to the construction of the Mortgage mutatis
mutandis;


 


(b)                                 references to any Party or Secured Party shall be
construed so as to include that Party’s or that Secured Party’s respective
successors in title, permitted assigns and permitted transferees;


 


3

















 


(c)                                  “including” and “in particular” shall not be construed restrictively but
shall mean respectively “including, without prejudice to the generality of the
foregoing” and “including, without limitation”, and “in particular, but without
prejudice to the generality of the foregoing”;


 


(d)                                 references to a “person” shall
be construed so as to include any individual, firm, company or other body
corporate, government, state or agency of a state, local or municipal authority
or government body or any joint venture, association or partnership (whether or
not having separate legal personality); and in each case, its successors and
assigns and persons deriving title under or through it, in whole or in part,
and any person which replaces any party to any document in its respective role
thereunder, whether by assuming the rights and obligations of the party being
replaced or whether by executing a document in or substantially in the form of
the document it replaces;


 


(e)                                  “variation”
includes any variation, amendment, accession, novation, restatement,
modification, assignment, transfer, supplement, extension, deletion or
replacement however effected and “vary” and “varied” shall be construed accordingly;


 


(f)                                    “writing”
includes facsimile transmission legibly received except in relation to any
certificate, notice or other document which is expressly required by this
Mortgage to be signed and “written” has a
corresponding meaning;


 


(g)                                 references to the “consent”
of the Security Agent shall be construed as the consent of the Security Agent
acting in its absolute discretion;


 


(h)                                 “management control”
in relation to a company, corporation or entity means the power (whether by way
of ownership of shares, proxy, contract, agency or otherwise) to:


 


(i)                                     cast, or control the casting of, more than one-half of
the maximum number of votes that might be cast at a general meeting (or
equivalent decision making person) of such company, corporation or entity; and


 


(ii)                                  appoint or remove at least a majority of the directors
or other equivalent officers of such company, corporation or entity (which
majority has right to exercise more than half of the voting rights capable of
being exercised at the board of directors or equivalent body of such company,
corporation or entity); and


 


(iii)                               give directions with respect to the operating and
financial policies of such company, corporation or entity with which the
directors or other equivalent officers of such company, corporation or entity
are obliged to comply;


 


(i)                                     subject to Clause 19.3, references to this
Mortgage or to any other document include references to this Mortgage or such
other document as varied in any manner from time to time, even if changes are
made to:


 


(i)                                     the composition of the parties to this Mortgage or
such other document or to the nature or amount (including any increase) of any
facilities made available or liability assumed under such other document; or


 


(ii)                                  the nature or extent of any obligations under such
other document;


 


4

















 


(j)                                     references to uncertificated shares are to shares the
title to which can be transferred by means of an electronic or other entry and
references to certificated shares are to shares which are not uncertificated
shares;


 


(k)                                  references to the singular shall include the plural
and vice versa and references to the masculine shall include the feminine or
neuter and vice versa;


 


(l)                                     references to clauses and schedules are to clauses of,
and schedules to, this Mortgage;


 


(m)                               references to any statute or statutory provision shall
be construed as a reference to the same as it may have been, or may from time
to time be amended, modified or re-enacted;


 


(n)                                 headings and titles are for convenience only and do
not affect the interpretation of this Mortgage; and


 


(o)                                 this Mortgage is a “Security
Document” and a “Finance Document”
under the terms of the Security Trust Deed and the Facility Agreement.


 


2.                                      REPRESENTATION AND WARRANTIES


 


2.1                                 The Mortgagor hereby represents and warrants to the Security Agent (for
the benefit of each Secured Party) on the date of this Mortgage and on
completion of the Relevant Permitted Reorganisation that:


 


(a)                                  the Mortgagor has been duly incorporated and
registered as an exempted company with limited liability under the Cayman
Companies Law and is validly existing and in good standing under the laws of
the Cayman Islands;


 


(b)                                 the Mortgagor has the power to own its assets and
carry on its business as it is being conducted;


 


(c)                                  the Mortgagor shall be, with effect from the
completion of the Relevant Permitted Reorganisation the sole legal and
beneficial owner of the Mortgaged Shares free from any Security Interest (other
than that created by this Mortgage and the Original Holdco Share Mortgage
(until the same is released as described in paragraph D of the recitals of this
Mortgage)) or other interest and any options or rights of pre-emption;


 


(d)                                 the Mortgagor shall with effect from completion of the
Relevant Permitted Reorganisation be the direct legal and beneficial owner of
100% of the issued shares of and equity interests in the Company, free and
clear of any Security (except for any Transaction Security, as defined in the
Security Trust Deed and the Original Holdco Share Mortgage (until the same is
released as described in paragraph D of the recitals of this Mortgage));


 


(e)                                  any Mortgaged Shares are or will be when mortgaged and
charged, duly authorised, validly issued, fully paid, non-assessable, freely
transferable and constitute shares in the capital of a BVI Business
Company.  To the extent they are in
existence there are no moneys or liabilities outstanding or payable in
respect of any such shares nor will there be any and they have not been
redeemed nor cancelled in any way nor will they be;


 


5

















 


(f)                                    no person has or is entitled to any conditional
or unconditional option, warrant or other right to subscribe for, purchase or
otherwise acquire any issued or unissued shares, or any interest in
shares, in the capital of the Company, (other than that created by this
Mortgage and pursuant to the Warrant Instruments and the Original Holdco Share
Mortgage (until the same is released as described in paragraph D of the
recitals of this Mortgage));


 


(g)                                 the Mortgaged Shares are freely transferable on the
books of the Company and no consents or approvals are required (other than
pursuant to the Original Holdco Share Mortgage (until the same is released as
described in paragraph D of the recitals of this Mortgage)) in order to
register a transfer of the Mortgaged Shares;


 


(h)                                 the Mortgaged Shares are not issued with any
preferred, deferred or other special rights or restrictions whether in regard
to dividends, voting, return of any amount paid on account of shares or
otherwise which are not expressly set out in the memorandum and articles of
association of the Company;


 


(i)                                     there are no covenants, agreements, conditions,
interest, rights or other matters whatsoever which adversely affect the
Mortgaged Shares, (other than that created by this Mortgage and pursuant to the
Warrant Instruments and the Original Holdco Share Mortgage (until the same is
released as described in paragraph D of the recitals of this Mortgage));


 


(j)                                     other than the existence of the Original Holdco Share
Mortgage, the Mortgagor has not received any notice of an adverse claim by any
person in respect of the ownership of the Mortgaged Shares or any interest in
the Mortgaged Shares;


 


(k)                                  the Mortgagor has full power and authority to:


 


(i)                                     execute and deliver this Mortgage and the other
Transaction Documents to which it is a party;


 


(ii)                                  be the legal and beneficial owners of the Mortgaged
Shares; and


 


(iii)                               comply with the provisions of, and perform all its
obligations under this Mortgage and the other Transaction Documents to which it
is a party;


 


(l)                                     the Mortgagor has duly executed and delivered this
Mortgage and the other Transaction Documents to which it is a party;


 


(m)                               this Mortgage and each other Transaction Document to
which the Mortgagor is a party constitutes the Mortgagor’s legal, valid and
binding obligations enforceable against the Mortgagor in accordance with its
terms subject to any general principles of law limiting its obligations or
qualifications specifically referred to in any legal opinion delivered pursuant
to the Facility Agreement;


 


(n)                                 the execution and performance of its obligations and
liabilities under this Mortgage and each other Transaction Document to
which the Mortgagor is a party will not:


 


(i)                                     contravene any law or regulation or any order of any
governmental or other official authority, body or agency or any judgment, order
or decree of any court having jurisdiction over it; or


 


6

















 


(ii)                                  conflict with, or result in any breach of any of the
terms of, or constitute a default under, any agreement or other instrument to
which it is a party or any licence or other authorisation to which it is
subject or by which it or any of its property is bound; or


 


(iii)                               contravene or conflict with any provision of its
memorandum and articles of association;


 


(o)                                 it is not unable to pay its debts within the meaning
of the Cayman Companies Law and it has not taken any action nor have any steps
been taken or legal proceedings been started or threatened in writing against
it for:


 


(i)                                     winding up, dissolution or reorganisation;


 


(ii)                                  the enforcement of any Security Interest over its
assets; or


 


(iii)                               the appointment of a liquidator, receiver,
administrative receiver, administrator, trustee or similar officer of it or of
any or all of its assets;


 


(p)                                 it is not in breach (nor would be in breach with the
giving of notice, passing of time, or satisfaction of any other condition)
or in default under any deed, instrument or any agreement to which it is a
party or which is binding on it or any of its assets;


 


(q)                                 to the best of its knowledge, no action,
litigation, arbitration or administrative proceeding has been commenced or is
pending or threatened in writing against it, nor is there subsisting any
unsatisfied judgment or award given against it by any court, board of
arbitration or other body;


 


(r)                                    all licences, consents, exemptions, clearance filings,
registration, payments of taxes, notarisation and authorisations as are or may
be necessary or desirable for the proper conduct of its business, trade, and
ordinary activities and for the performance and discharge of its obligations
and liabilities under this Mortgage and each other Transaction Document to
which the respective Mortgagor is a party and which are required in connection
with the execution, delivery, validity, enforceability or admissibility in
evidence of this Mortgage and each other Transaction Document to which the
respective Mortgagor is a party and the creation of security over the Mortgaged
Shares have been obtained and are in full force and effect;


 


(s)                                  it has not taken any action whereby the rights
attaching to the Mortgaged Shares are altered or diluted save to the extent
such alteration or dilution is expressly permitted under this Mortgage or any
other Transaction Document;


 


(t)                                    the Mortgagor has taken all corporate and other action
required to approve its execution, delivery, performance and enforceability of
this Mortgage and each other Transaction Document to which the Mortgagor
is a party; and


 


(u)                                 this Mortgage creates the Security Interests it
purports to create with the ranking and priority it is expressed to have.


 


2.2                                 The Mortgagor also represents and warrants to and undertakes with the
Security Agent that the foregoing representations and warranties will be true
and accurate throughout the continuance of this Mortgage with reference to the
facts and circumstances subsisting from time to time.


 


7

















 


3.                                      COVENANT TO PAY


 


3.1                                 The Mortgagor hereby covenants with the Security Agent as primary
obligor and not merely as surety:


 


(a)                                  to pay and discharge the Secured Obligations in the
manner provided in the relevant Transaction Documents and to pay all amounts,
interest, expenses, claims, liabilities, losses, costs, duties, fees, charges
or other moneys as are stated in this Mortgage and the Transaction
Documents to be payable by the Mortgagor to or be recoverable from the Mortgagor
by the Security Agent (or in respect of which the Mortgagor agree in this
Mortgage to indemnify the Security Agent) at the times and in the manner
specified in this Mortgage; and


 


(b)                                 to pay interest on all amounts, interest, expenses,
claims, liabilities, losses, costs, duties, fees, charges or other moneys
referred to in Clause 3.1(a) from the date on which the relevant
amount, interest, expense, liability, loss, cost, duty, fee, charge or other
money is paid or discharged by the Security Agent until the date of
reimbursement thereof to the Security Agent (both before and after any relevant
judgment) at the rate applicable to default interest as set out in
Clause 9.3 (Default Interest) of the Facility
Agreement (in the form subsisting as at the date of this Mortgage).


 


4.                                      SECURITY


 


4.1                                 As continuing security for the Secured Obligations, the Mortgagor as
legal and beneficial owner with title guarantee hereby with effect from the
commencement of the Security Period:


 


(a)                                  mortgages to the Security Agent by way of a first
equitable mortgage all its right, title and interest in and to the Mortgaged
Shares;


 


(b)                                 charges to the Security Agent, by way of a first fixed
charge, all of its right, title and interest in and to the Mortgaged Shares
including all benefits, present and future, actual and contingent accruing in
respect of the Mortgaged Shares (to the extent not effectively mortgaged under
Clause 4.1(a)); and


 


(c)                                  assigns, and agrees to assign, absolutely by way of
security to the Security Agent all its rights, present and future, relating to
any of the Mortgaged Shares (to the extent not effectively mortgaged under
Clause 4.1(a)).


 


4.2                                 The Mortgagor hereby agrees to deliver, or cause to be delivered, to the
Security Agent on:


 


(a)                                  or prior to the Effective Date (as defined in the deed
of amendment dated
                                
2010 relating to the Security Trust Deed), the corporate documents, resolutions
and authorities of the Mortgagor required to authorise the execution of this
Mortgage;


 


(b)                                 completion of the Relevant Permitted Reorganisation,
executed but undated share transfer certificates in respect of the Initial
Mortgaged Shares in favour of the Security Agent or its nominees (as the
Security Agent shall direct) in the form set out in Schedule 1 to this Mortgage
and any other documents which from time to time may be requested by the
Security Agent in order to enable the Security Agent or its nominees to be
registered as the owner or otherwise obtain legal title to the Initial


 


8














 


Mortgaged Shares at
any time after the occurrence of an Event of Default which is continuing;


 


(c)                                  completion of the Relevant Permitted Reorganisation,
all share certificates representing the Initial Mortgaged Shares and
a certified copy of the Register of Members of the Company showing the
Mortgagor as the registered owner of the Initial Mortgaged Shares;


 


(d)                                 completion of the Relevant Permitted Reorganisation,
an executed irrevocable proxy and an executed irrevocable power of attorney
made in respect of the Mortgaged Shares in favour of the Security Agent in
respect of all general meetings and written resolutions of the Company
respectively in the form set out in Schedule 2 to this Mortgage;


 


(e)                                  completion of the Relevant Permitted Reorganisation,
executed but undated letters of resignation and release together with letters
of authority to date the same from each of the directors and officers (if any)
of the Company in the forms set out in Parts I and II of Schedule 3 to
this Mortgage;


 


(f)                                    completion of the Relevant Permitted Reorganisation,
an executed irrevocable letter of undertaking and confirmation from the Company
to the Security Agent in the form set out in Schedule 4 to this Mortgage;


 


(g)                                 completion of the Relevant Permitted Reorganisation,
executed but undated written resolutions of all the directors of the Company in
the form set out in Schedule 5 to this Mortgage; and


 


(h)                                 completion of the Relevant Permitted Reorganisation,
executed irrevocable letter of instruction from the Company to its registered
agent in the form set out in Schedule 6 to this Mortgage.


 


4.3                                 Except as otherwise permitted under the Facility Agreement (in the form
subsisting on the date of this Mortgage), the Mortgagor will procure that there
shall be no increase or reduction in the number of authorised or issued
shares of the Company, no change in the registered office or
registered agent, no change to the Register of Members,
no appointment of any further director or officers of the Company and no
change to the Register of Directors, in each case, without the prior consent in
writing of the Security Agent.


 


4.4                                 The Mortgagor will deliver, or cause to be delivered, to the Security
Agent immediately upon (without prejudice to Clause 4.3) the accrual, offer or
issue of any shares acquired in respect of the Mortgaged Shares by reason of a
division or combination of shares, share dividend, reclassification or
otherwise, the items listed in Clauses 4.2(b) and 4.2(c), in respect of all
such further Mortgaged Shares.


 


4.5                                 The Mortgagor will deliver or cause to be delivered to the Security
Agent immediately upon (without prejudice to Clause 4.3):


 


(a)                                  the appointment of any further director or officer of
the Company, the items listed in Clause 4.2(e) (with respect to each newly
appointed director or officer); and


 


(b)                                 the appointment or resignation of any director of the
Company, the item listed in Clause 4.2(g).


 


9

















 


4.6                                 The Mortgagor shall, immediately after execution of this Mortgage create
and maintain a Register of Charges to the extent this has not already been done
and enter particulars of the security interests created pursuant to this
Mortgage in the Register of Charges and immediately after entry of such
particulars has been made, provide the Security Agent with a certified true
copy of the updated Register of Charges.


 


4.7                                 The Mortgagor shall immediately upon completion of the Relevant
Permitted Reorganisation, procure that the following notation be entered on the
Register of Members of the Company and that a copy of such annotated
Register of Members be filed with the Registrar of Corporate Affairs:


 


“All the shares registered
in the name of SinoTech Energy Limited are mortgaged and charged in favour of
DB Trustees (Hong Kong) Limited pursuant to a share mortgage dated
                                      ,
as amended from time to time.  The date
on which this annotation was entered in the Register of Members is [registered
agent to complete].”


 


4.8                                 The Mortgagor shall, upon completion of the Relevant Permitted
Reorganisation, provide the Security Agent with a certified true copy of the
Register of Members of the Company with the annotation referred to in
Clause 4.7.


 


5.                                      RIGHTS IN RESPECT OF MORTGAGED
SHARES


 


5.1                                 Unless and until the occurrence of an Event of Default as long as an
Event of Default which is continuing:


 


(a)                                  the Mortgagor shall be entitled to exercise all voting
and consensual powers pertaining to the Mortgaged Shares or any part thereof
for all purposes not inconsistent with the terms of this Mortgage or the other
Transaction Documents; and


 


(b)                                 the Mortgagor shall be entitled to receive and retain
any dividends, interest or other moneys or assets accruing on or in respect of
the Mortgaged Shares or any part thereof (except as otherwise provided in the
other Transaction Documents).


 


5.2                                 The Mortgagor shall pay all calls, instalments or other payments and
shall discharge all other obligations, which may become due in respect of any
of the Mortgaged Shares.  The Security
Agent may at any time, if it thinks fit make such payments or discharge such
obligations on behalf of the Mortgagor. 
Any sums so paid by the Security Agent in respect thereof shall be
repayable on demand and pending such repayment shall constitute part of the
Secured Obligations.


 


5.3                                 The Security Agent shall not have any duty to ensure that any dividends,
interest or other moneys and assets receivable in respect of the Mortgaged
Shares are duly and punctually paid, received or collected as and when the same
become due and payable or to ensure that the correct amounts (if any) are paid
or received on or in respect of the Mortgaged Shares or to ensure the taking up
of any (or any offer of any) stocks, shares, rights, moneys or other property
paid, distributed, accruing or offered at any time by way of redemption, bonus,
rights, preference, or otherwise on or in respect of, any of the Mortgaged
Shares.


 


5.4                                 The Mortgagor hereby authorises the Security Agent to arrange at any
time and from time to time after the occurrence of an Event of Default (as long
as an Event of Default is continuing) for the Mortgaged Shares or any part
thereof to be registered in the name of the Security Agent (or its nominee)
thereupon to be held, as so registered, subject to the terms of this 


 


10

















 


Mortgage
and at the request of the Security Agent, the Mortgagor shall without
delay procure that the foregoing shall be done.


 


6.                                      PRESERVATION OF SECURITY


 


6.1                                 It is hereby agreed and declared that:


 


(a)                                  the security created by this Mortgage shall be held by
the Security Agent as a continuing security for the payment and discharge of
the Secured Obligations and the security so created shall not be satisfied by
any intermediate payment or satisfaction of any part of the Secured
Obligations;


 


(b)                                 the Security Agent shall not be bound to enforce any
other security before enforcing the security created by this Mortgage;


 


(c)                                  no delay or omission on the part of the Security
Agent in exercising any right, power or remedy under this Mortgage shall impair
such right, power or remedy or be construed as a waiver thereof nor shall any
single or partial exercise of any such right, power or remedy preclude any
further exercise thereof or the exercise of any other right, power or
remedy.  The rights, powers and remedies
herein provided are cumulative and not exclusive of any rights, powers and
remedies provided by law and may be exercised from time to time and as often as
the Security Agent may deem expedient; and


 


(d)                                 any waiver by the Security Agent of any terms of this
Mortgage shall only be effective if given in writing and then only for the
purpose and upon the terms for which it is given.


 


6.2                                 Any settlement or discharge under this Mortgage between the Security
Agent and the Mortgagor shall be conditional upon no security or payment
to the Security Agent or any other Secured Party by the Company or the
Mortgagor or any other person being avoided or set aside or ordered to be
refunded or reduced by virtue of any provision or enactment relating to
bankruptcy, insolvency, administration or liquidation for the time being in
force and, if such condition is not satisfied, the Security Agent shall be
entitled to recover from the Mortgagor on demand the value of such security or
the amount of any such payment as if such settlement or discharge had not
occurred the payment of which amounts shall, for the avoidance of doubt, form
part of the Secured Obligations.


 


6.3                                 The rights of the Security Agent under this Mortgage and the security
hereby constituted shall not be affected by any act, omission, matter or thing
which, but for this provision, might operate to impair, affect or discharge
such rights and security, in whole or
in part, including whether or not known to or discoverable by the
Company, the Mortgagor, the Security Agent or any other person:


 


(a)                                  any time or waiver granted to or composition with the
Company, the Mortgagor or any other person;


 


(b)                                 the taking, variation, compromise, renewal or release
of or refusal or neglect to perfect or enforce any rights, remedies or
securities against the Company, the Mortgagor or any other person;


 


(c)                                  any legal limitation, disability, incapacity or other
circumstances relating to the Company, the Mortgagor or any other person;


 


11

















 


(d)                                 any amendment or supplement to any Transaction
Document or any other document or security (including any amendment the effect
of which is to change the nature or amount of any facilities made available
thereunder or to change the nature or extent of any obligations thereunder);


 


(e)                                  the dissolution, liquidation, amalgamation,
reconstruction or reorganisation of the Company, the Mortgagor or any other
person; or


 


(f)                                    the unenforceability, invalidity or frustration of any
obligations of the Company, the Mortgagor or any other person under any
Transaction Document or any other document or security.


 


6.4                                 Until the Release Date, the Mortgagor shall not by virtue of any payment
made hereunder on account of the Secured Obligations or by virtue of any
enforcement by the Security Agent of its rights under, or the security
constituted by, this Mortgage or any Transaction Document or by virtue of
any relationship between or transaction involving the Mortgagor and/or the
Company (whether such relationship or transaction shall constitute the
Mortgagor a creditor of the Company, a guarantor of the obligations of the
Company or in part subrogated to the rights of others against the Company or
otherwise howsoever and whether or not such relationship or transaction shall
be related to, or in connection with, the subject matter of this Mortgage):


 


(a)                                  exercise any rights of subrogation against the Company
or any other person in relation to any rights, security or moneys held or
received or receivable by the Security Agent or any person;


 


(b)                                 exercise any right of contribution from any co-surety
liable in respect of such moneys and liabilities under any other guarantee,
security or agreement;


 


(c)                                  exercise any right of set-off or counterclaim against
the Company or any such co-surety;


 


(d)                                 receive, claim or have the benefit of any payment,
distribution, security or indemnity from the Company or any such co-surety; or


 


(e)                                  unless so directed by the Security Agent (when the
Mortgagor will prove in accordance with such directions), claim as a creditor
of the Company or any such co-surety in competition with the Security Agent.


 


The Mortgagor shall hold in trust for the
Security Agent and forthwith pay or transfer (as appropriate) to the Security
Agent any such payment (including an amount to any such set-off), distribution
or benefit of such security, indemnity or claim in fact received by it.


 


6.5                                 Until the Release Date, the Security Agent may at any time keep in a
separate account or accounts (without liability to pay interest thereon) in the
name of the Security Agent for as long as it may think fit, any moneys received
recovered or realised under this Mortgage or under any other guarantee,
security or agreement relating in whole or in part to the Secured Obligations
without being under any intermediate obligation to apply the same or any part
thereof in or towards the discharge of the Secured Obligations or any other
amount owing or payable under the Transaction Documents; provided that the
Security Agent shall be obliged to apply amounts standing to the credit of such
account or accounts once the aggregate amount held by the Security Agent in any
such account or accounts opened pursuant hereto is sufficient to satisfy the
outstanding amount of the Secured Obligations in full.


 


12

















 


6.6                                 The Mortgagor shall not, without the prior written consent of the
Security Agent (but subject to the provisions of the Transaction Warrant Instruments
and the Transaction Documents):


 


(a)                                  cause or permit any rights attaching to the Mortgaged
Shares to be varied or abrogated;


 


(b)                                 cause or permit any of the Mortgaged Shares to be
consolidated, sub-divided or converted or the capital of the Company to be
re-organised, exchanged or repaid; or


 


(c)                                  cause or permit anything to be done which may
depreciate, jeopardise or otherwise prejudice the value of the security hereby
given.


 


6.7                                 The Mortgagor hereby covenants that during the Security Period it will
remain the legal and beneficial owner of the Mortgaged Shares (subject to the
Security Interests hereby created) and that it will not:


 


(a)                                  create or suffer the creation of any Security
Interests (other than those created by this Mortgage) or any other interest on
or in respect of the whole or any part of the Mortgaged Shares or any of its
interest therein;


 


(b)                                 sell, assign, transfer or otherwise dispose of any of
its interest in the Mortgaged Shares except with the prior consent in writing
of the Security Agent; or


 


(c)                                  permit the Register of Members for the Company to be
maintained outside of the British Virgin Islands or by a service provider
other than the person to whom the letter of instructions in Schedule 6 has been
given (unless in the latter case, the Mortgagor have executed and delivered a
new letter of instruction in substantially the form of Schedule 6 to the new
service provider).


 


6.8                                 At no time after the completion of the Relevant Permitted
Reorganisation, shall the Mortgagor cease to legally and beneficially own
directly 100% of the shares in the Company (of each class) of and equity
interests in the Company, free from Security (other than Transaction Security
and the Original Holdco Share Mortgage (if any)) and shall not cease to have management
control over the Company.


 


6.9                                 The Mortgagor shall remain liable to perform all the obligations assumed
by it in relation to the Mortgaged Shares and the Security Agent shall be under
no obligation of any kind whatsoever in respect thereof or be under any
liability whatsoever in the event of any failure by the Mortgagor to perform
its obligations in respect thereof.


 


6.10                           The Mortgagor shall ensure that it shall not, without the prior written
consent of the Security Agent, use its voting rights to permit the Company to
amend its memorandum or articles of association in a way which could be
expected to adversely affect the interests of the Security Agent or any of the
Secured Parties.


 


6.11                           The Mortgagor shall procure that the Company shall not:


 


(a)                                  create or permit to subsist any Security Interest upon
the whole or any part of its assets, except as permitted under the Facility
Agreement (in the form subsisting as at the date of this Mortgage) or by the
Security Agent;


 


(b)                                 register any transfer of the Mortgaged Shares to any
person except to the Security Agent or its nominees pursuant to the provisions
of this Mortgage;


 


13

















 


(c)                                  issue any replacement share certificates in respect of
any of the Mortgaged Shares except for any such replacement in connection with
a transfer of Mortgaged Shares;


 


(d)                                 continue its existence under the laws of any
jurisdiction other than the British Virgin Islands;


 


(e)                                  do anything which might prejudice its status as a
BVI Business Company;


 


(f)                                    issue, allot or grant warrants or options with respect
to any additional shares, except as permitted under the Facility Agreement (in
the form subsisting as at the date of this Mortgage);


 


(g)                                 exercise any rights of forfeiture over any of the
Mortgaged Shares; or


 


(h)                                 purchase, redeem, otherwise acquire, cancel,
sub-divide, amalgamate, reclassify or otherwise restructure any of the
Mortgaged Shares,


 


during the Security Period without the prior
written consent of the Security Agent.


 


6.12                           The Mortgagor shall procure that the Company irrevocably waives in
favour of the Security Agent:


 


(a)                                  any first and paramount lien; and


 


(b)                                 any rights of forfeiture,


 


which it may have over the Mortgaged Shares.


 


6.13                           The Mortgagor shall procure that the Company shall irrevocably consent
to any transfer of the Mortgaged Shares by the Security Agent or its nominee to
any other person pursuant to the exercise of the Security Agent’s rights under
this Mortgage.


 


6.14                           The Mortgagor shall procure that the Company shall comply with its
memorandum and articles of association and otherwise conduct its affairs in a
way which does not prejudice the Security Agent’s legal and economic
interests in relation to the Mortgaged Shares.


 


6.15                           The Mortgagor shall not without the prior written consent of the
Security Agent participate in any vote concerning a members’ liquidation or
compromise pursuant to Section 177 of the BVI Act or Part II of
the Insolvency Act.


 


7.                                      ENFORCEMENT OF SECURITY


 


7.1                                 At any time after the occurrence of an Event of Default (as long as an
Event of Default is continuing) or if a demand is made for the payment of the
Secured Obligations the security hereby constituted shall become immediately
enforceable and the rights of enforcement of the Security Agent under this
Mortgage shall be immediately exercisable upon and at any time thereafter and,
without prejudice to the generality of the foregoing the Security Agent without
further notice to the Mortgagor may, whether acting on its own behalf or through
a receiver or agent:


 


(a)                                  solely and exclusively exercise all voting and/or
consensual powers pertaining to the Mortgaged Shares or any part thereof and
may exercise such powers in such manner as the Security Agent may think fit;


 


14

















 


(b)                                 date and present to the Company or any other person
any undated documents provided to it pursuant to Clause 4 or any other
provision of this Mortgage, including to remove the then existing directors and
officers (with or without cause) by dating and presenting the undated, signed
letters of resignation delivered pursuant to this Mortgage to appoint such
persons as directors of the Company as it shall deem appropriate;


 


(c)                                  receive and retain all dividends, interest or other moneys
or assets accruing on or in respect of the Mortgaged Shares or any part
thereof, such dividends, interest or other moneys or assets to be held by the
Security Agent, as additional security mortgaged and charged under and subject
to the terms of this Mortgage and any such dividends, interest and other
moneys or assets received by the Mortgagor after such time shall be held in
trust by the Mortgagor for the Security Agent and paid or transferred to the
Security Agent on demand;


 


(d)                                 take possession of, get in, assign, exchange, sell,
transfer, grant options over or otherwise dispose of the Mortgaged Shares or
any part thereof at such place and in such manner and at such price or prices
as the Security Agent may deem fit, and thereupon the Security Agent shall have
the right to deliver, assign and transfer in accordance therewith the Mortgaged
Shares so sold, transferred, granted options over or otherwise disposed of
including by way of changing the ownership of the Mortgaged Shares as shown on
the Register of Members;


 


(e)                                  borrow or raise money either unsecured or on the
security of the Mortgaged Shares (either in priority to the Mortgage or
otherwise);


 


(f)                                    settle, adjust, refer to arbitration, compromise and
arrange any claims, accounts, disputes, questions and demands with or by any
person who is or claims to be a creditor of the Mortgagor or relating to the
Mortgaged Shares;


 


(g)                                 bring, prosecute, enforce, defend and abandon actions,
suits and proceedings in relation to the Mortgaged Shares or any business of
the Mortgagor;


 


(h)                                 redeem any security (whether or not having priority to
the Mortgage) over the Mortgaged Shares and to settle the accounts of any
person with an interest in the Mortgaged Shares;


 


(i)                                     exercise and do (or permit the Mortgagor or any
nominees of the Mortgagor to exercise and do) all such rights and things as the
Security Agent would be capable of exercising or doing if it were the absolute
beneficial owner of the Mortgaged Shares;


 


(j)                                     do anything else it may think fit for the realisation
of the Mortgaged Shares or incidental to the exercise of any of the rights
conferred on the Security Agent under or by virtue of any document to which the
Mortgagor is a party; and


 


(k)                                  exercise all rights and remedies afforded to it under
this Mortgage and applicable law.


 


7.2                                 The Security Agent shall not be obliged to make any enquiry as to the
nature or sufficiency of any payment received by it under this Mortgage or to
make any claim or to take any action to collect any moneys assigned by this Mortgage
or to enforce any rights or benefits assigned to the Security Agent by this
Mortgage or to which the Security Agent may at any time be entitled hereunder.


 


15

















 


7.3                                 Upon any sale of the Mortgaged Shares or any part thereof by the
Security Agent, the purchaser shall not be bound to see or enquire whether the
Security Agent’s power of sale has become exercisable in the manner provided in
this Mortgage and the sale shall be deemed to be within the power of the
Security Agent, and the receipt of the Security Agent for the purchase money
shall effectively discharge the purchaser who shall not be concerned with the
manner of application of the proceeds of sale or be in any way answerable
therefor.


 


7.4                                 Any money received or realised under the powers
conferred by this Mortgage shall be paid or applied in the order as set out in
Clause 7 (Application of Proceeds) of the Security
Trust Deed.


 


7.5                                 The Security Agent may, at any time after demand and
until the irrevocable and unconditional payment to the Security Agent of all
Secured Obligations, place and keep to the credit of a suspense account any
money received or realised by the Security Agent by virtue of this
Mortgage.  The Security Agent shall
have no intermediate obligation to apply such money in or towards the
discharge of any Secured Obligations. 
Amounts standing to the credit of any such suspense account shall bear
interest at a rate considered by the Security Agent in good faith to be a fair
market rate.


 


7.6                                 Until all Secured Obligations have been unconditionally and irrevocably
paid and discharged in full, the Security Agent may refrain from applying or
enforcing any other moneys, security or rights held by it in respect of the
Secured Obligations or may apply and enforce such moneys, security or
rights in such manner and in such order as it shall decide in its unfettered
discretion.


 


7.7                                 Neither the Security Agent nor its agents, managers, officers,
employees, delegates and advisers shall be liable for any claim, demand,
liability, loss, damage, cost or expense incurred or arising in connection with
the exercise or purported exercise of any rights, powers and discretions
hereunder in the absence of dishonesty or wilful default.


 


7.8                                 The Security Agent shall not by reason of the taking of possession of
the whole or any part of the Mortgaged Shares or any part thereof be liable to
account as mortgagee-in-possession or for anything except actual receipts or be
liable for any loss upon realisation or for any default or omission for which a
mortgagee-in-possession might be liable.


 


7.9                                 The following shall apply with respect to statutory restrictions:


 


(a)                                  the restriction on the consolidation of mortgages and
on power of sale imposed by Sections 35 and 40 respectively of the
CLP Ordinance shall not apply to the security constituted by this
Mortgage;


 


(b)                                 for the purposes of Section 66(5) of the
BVI Act there are no limitations on the remedies available to a
mortgagee, chargee or receiver in respect of mortgages or charges of shares;


 


(c)                                  for the purposes of Section 66(7)(a) and
Section 66(7)(b) of the BVI Act, the remedies available in
Section 66(5) of the BVI Act shall not be exercisable until:


 


(i)                                     a period of one hour has elapsed from the
occurrence of an Event of Default; and


 


(ii)                                  the Event of Default has not been rectified within
one hour of service of a notice specifying the default and requiring
rectification thereof.


 


16

















 


7.10                           For the purpose of all rights and powers implied or granted by statute,
the Secured Obligations are deemed to have fallen due on the date of this
Mortgage.  The power of sale and other
powers conferred by Sections 38 and 39 of the CLP Ordinance and all
other enforcement powers conferred by this Mortgage shall be immediately
exercisable at any time after the occurrence of an Event of Default (as long as
an Event of Default is continuing).


 


7.11                           If there is any ambiguity or conflict between the powers contained in
the Insolvency Act and/or the CLP Ordinance and those contained in
this Mortgage, those contained in this Mortgage shall prevail.


 


7.12                           Section 46(1) of the CLP Ordinance shall not apply to this
Mortgage.


 


7.13                           Section 46(6) of the CLP Ordinance shall not apply to a
receiver appointed under this Mortgage.


 


8.                                      APPOINTMENT OF A RECEIVER


 


8.1                                 At any time after:


 


(a)                                  the occurrence of an Event of Default (as long as an
Event of Default is continuing); or


 


(b)                                 a request has been made by the Mortgagor to the
Security Agent for the appointment of a receiver over its assets or in respect
of that Mortgagor,


 


then notwithstanding the terms of any other
agreement between the Mortgagor and any person, the Security Agent may (unless
precluded by law) appoint in writing any person or persons to be a receiver or
receiver and manager of all or any part of the Mortgaged Shares as the Security
Agent may choose in its entire discretion.


 


8.2                                 Where more than one receiver is appointed, the appointees shall have
power to act jointly or separately unless the Security Agent shall specify to
the contrary.


 


8.3                                 The Security Agent may from time to time determine the remuneration of a
receiver.


 


8.4                                 The Security Agent may remove a receiver from all or any of the
Mortgaged Shares of which he is the receiver and after the receiver has vacated
office or ceased to act in respect of any of the Mortgaged Shares, appoint a
further receiver over all or any of the Mortgaged Shares in respect of which he
shall have ceased to act.


 


8.5                                 Such an appointment of a receiver shall not preclude:


 


(a)                                  the Security Agent from making any subsequent
appointment of a receiver over all or any Mortgaged Shares over which a
receiver has not previously been appointed or has ceased to act; or


 


(b)                                 the appointment of an additional receiver to act while
the first receiver continues to act.


 


8.6                                 The receiver shall be the agent of the Mortgagor (which shall be solely
liable for his acts, defaults and remuneration) unless and until the
Mortgagor is placed into liquidation, after which time he shall act as
principal.  The receiver shall not at any
time become the agent of the Security Agent.


 


17

















 


9.                                      POWERS OF A RECEIVER


 


9.1                                 In addition to those powers conferred by law, a receiver shall have and
be entitled to exercise in relation to the Mortgagor all the powers set out
below:


 


(a)                                  to exercise all rights of the Security Agent under or
pursuant to this Mortgage including all voting and other rights attaching to
the Mortgaged Shares;


 


(b)                                 to make any arrangement or compromise with others as
he shall think fit;


 


(c)                                  to appoint managers, officers and agents for the above
purposes at such remuneration as the receiver may determine;


 


(d)                                 to redeem any prior encumbrance and settle and pass
the accounts of the encumbrancer and any accounts so settled and passed shall
(subject to any manifest error) be conclusive and binding on the Mortgagor and
the money so paid shall be deemed an expense properly incurred by the receiver;


 


(e)                                  to pay the proper administrative charges in respect of
time spent by its agents and employees in dealing with matters raised by the
receiver or relating to the receivership of the Mortgagor; and


 


(f)                                    to do all such other acts and things as may be
considered by the receiver to be incidental or conducive to any of the above
matters or powers or otherwise incidental or conducive to the preservation,
improvement or realisation of the Mortgaged Shares or the value thereof.


 


10.                               FURTHER ASSURANCES


 


10.1                           The Mortgagor shall at its own expense promptly do all such acts or
execute all such documents (including assignments, transfers, mortgages,
charges, notices and instructions) as the Security Agent may specify and in
such form as the Security Agent may require in order to:


 


(a)                                  perfect or protect the security created or intended to
be created under or evidenced by this Mortgage (which may include the execution
of a legal mortgage, charge, assignment or other security over all or any
of the assets which are, or are intended to be, the subject of this Mortgage)
or for the exercise of any rights, powers and remedies of the Security Agent
provided by or pursuant to this Mortgage, the Transaction Documents or by law;


 


(b)                                 confer on the Security Agent security over any
property and assets of the Mortgagor located in any jurisdiction which is (to
the extent permitted by local law) equivalent or similar to the security
intended to be conferred by or pursuant to this Mortgage; or


 


(c)                                  following an Event of Default (as long as an Event of
Default is continuing), facilitate the realisation of the assets which are, or
are intended to be, the subject of this Mortgage.


 


10.2                           Without limiting the other provisions of this Mortgage, the Mortgagor
shall at its own expense take all such action as is available to it (including
making all filings and registrations) as may be necessary for the purpose of
the creation, perfection, protection or maintenance of any


 


18














 


security
conferred or intended to be conferred on the Security Agent by or pursuant to
this Mortgage.


 


11.                               INDEMNITIES


 


11.1                           The Mortgagor will indemnify and save harmless the Security Agent, any
receiver and each agent or attorney appointed under or pursuant to this
Mortgage from and against any and all expenses, claims, liabilities, losses,
taxes, costs, duties, fees and charges suffered, incurred or made by the
Security Agent or such receiver, agent or attorney:


 


(a)                                  in the exercise or purported exercise of any rights,
powers or discretions vested in them pursuant to this Mortgage;


 


(b)                                 in the preservation or enforcement of the Security
Agent’s rights under this Mortgage or the priority thereof;


 


(c)                                  on the release of any part of the Mortgaged Shares from
the security created by this Mortgage; or


 


(d)                                 arising out of any breach by the Mortgagor of any term
of this Mortgage,


 


and the Security Agent or such receiver, agent
or attorney may retain and pay all sums in respect of the same out of money
received under the powers conferred by this Mortgage.  All amounts suffered, incurred or paid by the
Security Agent or such receiver, agent or attorney or any of them shall be
recoverable on a full indemnity basis provided that nothing in this
Clause 11.1 shall require the Mortgagor to indemnify and save harmless the
Security Agent from and against any expenses, claims, liabilities, losses,
taxes, costs, duties, fees and charges suffered, incurred or made by the
Security Agent as a result of the Security Agent’s fraud or wilful default.


 


11.2                           If, under any applicable law or regulation, and whether pursuant to a
judgment being made or registered against the Mortgagor or the bankruptcy or
liquidation of the Mortgagor or for any other reason any payment under or in
connection with this Mortgage is made or fails to be satisfied in a currency
(the “Payment Currency”) other than the
currency in which such payment is due under or in connection with this Mortgage
(the “Contractual Currency”), then to the
extent that the amount of such payment actually received by the Security Agent
when converted into the Contractual Currency at the rate of exchange,
falls short of the amount due under or in connection with this Mortgage, the
Mortgagor, as a separate and independent obligation, shall indemnify and
hold harmless the Security Agent against the amount of such shortfall.  For the purposes of this Clause 11.2, “rate of exchange” means the rate at which the Security Agent
is able on or about the date of such payment to purchase the Contractual
Currency with the Payment Currency and shall take into account any premium
and other costs of exchange with respect thereto.


 


12.                               POWER OF ATTORNEY


 


12.1                           The Mortgagor, by way of security and in order more fully to secure the
performance of its obligations hereunder, hereby irrevocably appoints the
Security Agent and the persons deriving title under it (including, but without
any limitation, any receiver) jointly and also severally
(with full power of substitution and delegation) to be its attorney-in-fact:


 


(a)                                  to execute and complete in favour of the Security
Agent or its nominees or of any purchaser any documents which the Security
Agent may from time to time require for 


 


19

















 


perfecting the Security
Agent’s title to, for vesting any of the assets and property hereby mortgaged
or charged in the Security Agent or its nominees or in any purchaser or for any
of the purposes contemplated in Clause 7.1 hereof;


 


(b)                                 to give effectual discharges for payments, to take and
institute on non-payment (if the Security Agent in its sole discretion so
decides) all steps and proceedings in the name of the Mortgagor or of the
Security Agent for the recovery of such moneys, property and assets hereby
mortgaged or charged;


 


(c)                                  to agree accounts and make allowances and give time or
other indulgence to any surety or other person liable;


 


(d)                                 so as to enable the Security Agent to carry out in the
name of the Mortgagor any obligation imposed on the Mortgagor by this Mortgage
(including the execution and delivery of any deeds, charges, assignments or
other security and any transfers of the Mortgaged Shares and the exercise of
all the Mortgagor’s rights and discretions in relation to the Mortgaged
Shares);


 


(e)                                  so as to enable the Security Agent and any receiver or
other person to exercise, or delegate the exercise of, any of the rights,
powers and authorities conferred on them by or pursuant to this Mortgage or by
law (including the exercise of any right of a legal and beneficial owner of the
Mortgaged Shares); and


 


(f)                                    generally for it and in its name and on its behalf and
as its act and deed or otherwise execute, seal and deliver and otherwise
perfect and do any such legal assignments and other assurances, charges, authorities
and documents over the moneys, property and assets hereby charged, and all such
deeds, instruments, acts and things which may be required for the full exercise
of all or any of the powers conferred or which may be deemed proper on or in
connection with any of the purposes aforesaid.


 


12.2                           Notwithstanding any other provision of Clause 12.1, such power
shall not be exercisable by or on behalf of the Security Agent as the case may
be until:


 


(a)                                  an Event of Default (as long as an Event of Default is
continuing) has occurred; or


 


(b)                                 the Mortgagor has failed to comply with
Clause 10.


 


12.3                           The power hereby conferred shall be a general power of attorney and the
Mortgagor hereby ratifies and confirms and agrees to ratify and confirm any
instrument, act or thing which any attorney appointed pursuant hereto may
execute or do.  In relation to the power
referred to herein, the exercise by the Security Agent of such power shall be
conclusive evidence of its right to exercise the same.


 


13.                               EXPENSES


 


13.1                           The Mortgagor shall pay to the Security Agent on demand all costs, fees
and expenses (including, but not limited to, legal fees and expenses) and
taxes thereon:


 


(a)                                  reasonably incurred by the Security Agent or for which
the Security Agent may become liable in connection with:


 


(i)                                     the negotiation, preparation and execution of this
Mortgage;


 


20

















 


(ii)                                  any variation of, or amendment or supplement to, any
of the terms of this Mortgage; or


 


(iii)                               any consent or waiver required from the Security Agent
in relation to this Mortgage; and


 


(b)                                 incurred by the Security Agent or for which the
Security Agent may become liable in connection with the preserving or enforcing
of, or attempting to preserve or enforce, any of its rights under this Mortgage
or the priority hereof


 


and in the case referred to in
Clauses 13.1(a)(ii) and 13.1(a)(iii) regardless of whether the same is
actually implemented, completed or granted, as the case may be.


 


13.2                           The Mortgagor shall pay promptly all registration, stamp, documentary
and other like duties and taxes to which this Mortgage may be subject or give
rise and shall indemnify the Security Agent on demand against any and all
liabilities with respect to or resulting from any delay or omission on the part
of the Mortgagor to pay any such duties or taxes.


 


14.                               RELEASE


 


14.1                           Subject to Clauses 6.2 and 14.2 after the occurrence of the Release
Date, the Security Agent shall (at the request and cost of the Mortgagor)
execute such documents and do all such reasonable acts as may be necessary to
release the Mortgaged Shares from the security constituted by this
Mortgage.  Such release shall not
prejudice the rights of the Security Agent under Clause 11.


 


14.2                           If the Security Agent considers in good faith that any amount received
in payment or purported payment of the Secured Obligations is capable of being
avoided or reduced by virtue of any insolvency or other similar laws:


 


(a)                                  the liability of the Mortgagor under this Mortgage and
the security constituted by this Mortgage shall continue and such amount shall
not be considered to have been irrevocably paid; and


 


(b)                                 the Security Agent may keep any security held by it in
respect of the Mortgagor’ liability under the Transaction Documents in order to
protect the Secured Parties against any possible claim under insolvency
law.  If a claim is made against a
Secured Party prior to the discharge of any such security, the Security
Agent may keep the security until that claim has finally been dealt with.


 


15.                               NOTICES


 


15.1                           Any notice required to be given hereunder shall be in
writing in the English language and shall be served in accordance with Clause
30 (Notices) of the Facility
Agreement (in the form subsisting as at the date of this Mortgage) mutatis mutandis by sending the same to the relevant address
as set out below:


 


The Mortgagor


 


To:                                                                              SinoTech Energy Limited


 


Address:                                               3/F, No. 19 Ronghua South Road


 


21

















 


                                                                                                Beijing Economic-Technological Development Area

Beijing 100176, People’s Republic of China


 


Telephone:                                    +86 10 8712 5555


 


Fax:                                                                           +86 10 8712
5500


 


Attention:                                         Chief Executive Officer


 


The Security Agent


 


To:                                                                              DB Trustees (Hong Kong) Limited


 


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


 


Fax:                                                                           +852 2203
7320/7323


 


Attention:                                         Managing Director


 


16.                               ASSIGNMENTS


 


16.1                           This Mortgage shall be binding upon and shall enure to the benefit of
the Mortgagor, the Security Agent and each of their respective successors
and (subject as hereinafter provided) assigns and references in this Mortgage
to any of them shall be construed accordingly.


 


16.2                           The Mortgagor may not assign or transfer all or any part of its rights
and/or obligations under this Mortgage.


 


16.3                           The Security Agent may assign or transfer all or any part of its rights
or obligations under this Mortgage to any assignee or transferee without the
consent of the Mortgagor.


 


17.                               SET-OFF


 


17.1                           The
Mortgagor authorises the Security Agent (but the Security Agent shall not be
obliged to exercise such right), after the occurrence of an Event of Default
(as long as an Event of Default is continuing) to set-off against the Secured
Obligations any amount or other obligation (contingent or otherwise) owing by
the Security Agent to the Mortgagor.


 


18.                               SUBSEQUENT SECURITY INTERESTS


 


18.1                           If the Security Agent or any other Secured Party at any time receives or
is deemed to have received notice of any subsequent Security Interest affecting
all or any part of the Mortgaged Shares or any assignment or transfer of the
Mortgaged Shares which is prohibited by the terms of this Mortgage, all
payments thereafter by or on behalf of the Mortgagor to the Security Agent or
any other Secured Party shall be treated as having been credited to a new
account of the Mortgagor and not as having been applied in reduction of the
Secured Obligations as at the time when the Security Agent or any other Secured
Party received such notice.


 


22

















 


19.                               MISCELLANEOUS


 


19.1                           The Security Agent, at any time and from time to time, may delegate by
power of attorney or in any other manner to any person or persons all or any of
the powers, authorities and discretions which are for the time being
exercisable by the Security Agent under this Mortgage in relation to the
Mortgaged Shares or any part thereof. 
Any such delegation may be made upon such terms and be subject to such
regulations as the Security Agent may think fit.  The Security Agent shall not be in any way
liable or responsible to the Mortgagor for any loss or damage arising from any
act, default, omission or misconduct on the part of any such delegate
provided the Security Agent has acted reasonably in selecting such delegate.


 


19.2                           If any of the clauses, conditions, covenants or restrictions (the “Provision”) of this Mortgage or any deed or document
emanating from it shall be found to be void but would be valid if some part
thereof were deleted or modified, then the Provision shall apply with such
deletion or modification as may be necessary to make it valid and effective.


 


19.3                           This Mortgage (together with any documents referred to herein)
constitutes the whole agreement between the Parties relating to its subject
matter and no variations hereof shall be effective unless made in writing and
signed by each of the Parties.


 


19.4                           Each document, instrument, statement, report, notice or other
communication delivered in connection with this Mortgage shall be in English or
where not in English shall be accompanied by a certified English translation
which translation shall with respect to all documents of a contractual nature
and all certificates and notices to be delivered hereunder be the governing
version and upon which in all cases the Security Agent and the Secured Parties
shall be entitled to rely.


 


19.5                           This Mortgage may be executed in counterparts each of which when
executed and delivered shall constitute an original but all such counterparts
together shall constitute one and the same instrument.


 


19.6                           The parties intend that this Mortgage takes effect as a deed
notwithstanding the fact that the Security Agent may only execute it under
hand.


 


19.7                           Nothing in this Mortgage shall constitute or be deemed to constitute a
partnership between any of the Secured Parties and the Security Agent.


 


20.                               LAW AND JURISDICTION


 


20.1                           This Mortgage shall be governed by and construed in accordance with the
laws of the British Virgin Islands and the Parties hereby irrevocably
submit to the non-exclusive jurisdiction of the courts of the
British Virgin Islands, provided that nothing in this clause shall affect
the right of the Security Agent to serve process in any manner permitted by law
or limit the right of the Security Agent to take proceedings with respect to
this Mortgage against the Mortgagor in any jurisdiction nor shall the taking of
proceedings with respect to this Mortgage in any jurisdiction preclude the
Security Agent from taking proceedings with respect to this Mortgage in any
other jurisdiction, whether concurrently or not.


 


20.2                           The Mortgagor shall at all times maintain an agent for service of
process in the British Virgin Islands. Such agent shall be Superport Limited
(Company Number 1525496) of P.O. Box 957, Offshore Incorporations Centre, Road
Town, Tortola, British Virgin Islands and any writ, judgment or other notice of
legal process shall be sufficiently served on the Mortgagor if delivered to
such agent at its address set out above. The Mortgagor undertakes not to revoke
the authority of the above agent and if, for any reason, such agent no longer
serves as agent of the Mortgagor to receive service of process the Mortgagor
shall promptly appoint 


 


23

















 


another
such agent and advise the Security Agent of the new agent’s name and address
for service.


 


24

















 


IN WITNESS whereof this Equitable Share Mortgage has been entered into by the
parties on the day and the year first before written.


 


EXECUTED AS A DEED by SINOTECH 


ENERGY LIMITED:


 


	
  /s/ Liu Qingzeng

  	
   

  
	
   

  	
   

  
	
  (Name of
  Authorized Signatory)

  	
   

  
	
  Name:

  	
  Liu Qingzeng

  	
   

  
	
  Title:

  	
  Director

  	
   

  



 


 


in the presence of:


 


 


	
  /s/ Zheng Yao

  	
   

  
	
   

  	
   

  
	
  (Name of witness)

  	
   

  
	
  Name:

  	
  Zheng Yao

  	
   

  
	
  Address:

  	
  19, Beijing Eco-Tech Development Area

  	
   

  
	
  Occupation:

  	
  Manager

  	
   

  



 


SIGNATURE PAGE TO THE
EQUITABLE SHARE MORTGAGE


 

















 


EXECUTED AS A DEED by DB TRUSTEES


(HONG KONG) LIMITED:


 


 


	
  /s/ Aric
  Kay-Russell

  	
   

  	
  /s/Ng Yue Min

  



 


(Name of Authorized
Signatory)


Name:


Title:


 


 


in the presence of:


 


 


(Name of witness)


 


Name:


Address:


Occupation:


 


SIGNATURE PAGE TO THE
EQUITABLE SHARE MORTGAGE


 














 


SCHEDULE
1


 


SUPERPORT LIMITED


 


(THE “COMPANY”)


 


SHARE
TRANSFER CERTIFICATE


 


[LEFT
UNDATED]


 


SHARE TRANSFER CERTIFICATE
DATED                                                            
(the “Transferor”)
does hereby transfer to
                                                              
of                                                               
(the “Transferee”)
                                                                      
(the “Shares”) of a par value of
                
each.


 


SIGNED by the Transferor by:


 


 


(Name of Authorized
Signatory)


Name:


Title:


 


 


in the presence of:


 


 


(Name of witness)


Name:


Address:


Occupation:


 


27

















 


And I/we do hereby agree to take the Shares.


 


SIGNED by the Transferee by:


 


 


(Name of Authorized
Signatory)


Name:


Title:


 


 


in the presence of:


 


 


(Name of witness)


Name:


Address:


Occupation:


 


28

















 


SCHEDULE
2


 


SUPERPORT LIMITED


 


IRREVOCABLE
APPOINTMENT OF PROXY AND POWER OF ATTORNEY


 


We, SINOTECH ENERGY LIMITED,
hereby irrevocably appoint DB TRUSTEES (HONG KONG)
LIMITED (and its successors, assignees and transferees) as our:


 


1.                                       proxy to vote at meetings of the Shareholders of Superport Limited (the “Company”) in respect of any existing or further shares in
the Company which may have been or may from time to time be issued and/or
registered in our name; and


 


2.                                       duly authorised representative and duly appointed
attorney-in-fact to sign resolutions in writing of the Company  in respect of any existing or further shares in the Company
which may have been or may from time to time be issued and/or registered in our
name.


 


This proxy and this power of attorney are
irrevocable by reason of being coupled with the interest of DB Trustees (Hong Kong) Limited as mortgagee of the
aforesaid shares.


 


IN WITNESS whereof this instrument has been duly executed as a deed this
         day of
                            .


 


EXECUTED AS A DEED by SINOTECH 


ENERGY LIMITED:


 


 


(Name of Authorized
Signatory)


Name:


Title:


 


 


in the presence of:


 


 


(Name of witness)


Name:


Address:


Occupation:


 


29

















 


SCHEDULE
3


 


PART I


 


LETTER OF
RESIGNATION FROM DIRECTOR


 


[LEFT UNDATED]


 


[Do not
date]


 


Board of Directors


 


SUPERPORT LIMITED


Offshore Incorporations Limited


P.O. Box 957


Offshore Incorporations Centre


Road Town, Tortola


British Virgin Islands


 


Dear Sirs


 


LETTER OF RESIGNATION RE: SUPERPORT LIMITED (THE “COMPANY”)


 


I hereby resign as a Director of the Company
and confirm that I have no claims against the Company for loss of office,
arrears of pay or otherwise howsoever arising, but to the extent that I may
have any such claim, I hereby irrevocably waive the same.


 


This resignation is to be effective as at the
date hereof.


 


Yours faithfully


 


 


[Name of Director]


Director


 


30

















 


SCHEDULE 3


 


PART II


 


LETTER OF
AUTHORISATION FROM DIRECTOR


 


Date:


 


DB TRUSTEES (HONG KONG) LIMITED (and its successors, assignees and transferees)


 


Dear Sirs


 


SHARE MORTGAGE DATED [    ] (AS AMENDED AND SUPPLEMENTED FROM TIME TO
TIME, THE “MORTGAGE”) BETWEEN SINOTECH ENERGY LIMITED AS MORTGAGOR AND DB
TRUSTEES (HONG KONG) LIMITED AS SECURITY AGENT IN RESPECT OF SHARES IN SUPERPORT LIMITED (THE “COMPANY”)


 


I refer to (a) my executed but undated
letter of resignation as a Director of the
Company and (b) the executed but undated written resolutions of all
the directors of the Company signed by me provided in accordance with the
Mortgage.


 


I hereby authorise you to date, deliver, and
give full effect to and otherwise complete the resignation letter and the
undated written resolutions referred to above in the event of an Event of
Default (as defined in the Mortgage as long as an Event of Default is
continuing).


 


I hereby authorise you to send them to the
Company’s registered office thereby terminating my directorship of the Company
without compensation for loss of office. 
I acknowledge and agree that your discretion to act in this regard is to
be exercised solely in the interests of the Security Agent relating to the
Mortgage executed over shares in the Company in your favour.


 


I confirm that you may delegate the authority
conferred by this letter to any of your successors and assigns as Security
Agent in relation to the Mortgage.


 


Yours faithfully


 


 


[Name of Director]


Director


 


31

















 


SCHEDULE
4


 


LETTER OF
UNDERTAKING AND CONFIRMATION FROM SUPERPORT LIMITED TO


 


DB TRUSTEES
(HONG KONG) LIMITED


 


Date:


 


DB TRUSTEES (HONG KONG) LIMITED (and its successors, assignees and transferees)


 


Dear Sirs


 


SUPERPORT LIMITED (THE “COMPANY”)


 


We refer to the equitable share mortgage in
respect of Shares of  the Company  dated
[               ]
(as amended and supplemented from time to time, the “Mortgage”)
between SINOTECH ENERGY LIMITED as mortgagor
(the “Mortgagor”) and DB TRUSTEES (HONG KONG) LIMITED as security agent (the “Security Agent” (such expression to include its successors,
assignees and transferees)) whereby, inter alia,
the Mortgagor granted a mortgage and charge over the Mortgaged Shares in favour
of the Security Agent.


 


Capitalised words and expressions used in this
letter which are not expressly defined herein have the meanings ascribed to
them in the Mortgage.


 


This letter of undertaking and confirmation is
given pursuant to Clauses 4.2(f) and 4.8 of the Mortgage.


 


1.                                       For valuable consideration receipt of which is hereby
acknowledged, the Company hereby irrevocably and unconditionally undertakes to
register (and hereby permits the Security Agent or its nominee(s), if it/they
have custody of the original Register of Members to register) in the Company’s
Register of Members any and all share transfers to the Security Agent or its
nominee in respect of the Mortgaged Shares submitted to the Company by the
Security Agent.


 


2.                                       The Company hereby confirms that it has instructed its
registered agent to make an annotation of the existence of the Mortgage and the
security interests created thereby in the Company’s Register of Members pursuant
to Clause 4.8 of the Mortgage.


 


	
  SIGNED for and on behalf of SUPERPORT LIMITED by:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Name of Authorized Signatory)

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


32

















 


SCHEDULE
5


 


SUPERPORT LIMITED


(the “Company”)


 






 


WRITTEN
RESOLUTIONS OF THE DIRECTORS


OF THE
COMPANY DATED                 


 






 


1.                                      SUPERPORT LIMITED (THE “COMPANY”)


 


1.1                                 Written resolution of all the directors made pursuant to the articles of
association of the Company.


 


2.                                      SHARE TRANSFER


 


2.1                                 IT
IS RESOLVED that the following
transfer(s) of the shares of the Company be approved with immediate
effect:


 


3.                                      CHANGES IN DIRECTORS


 


3.1                                 IT
IS RESOLVED that:


 


(a)                                  the following persons be appointed as directors of the
Company with immediate effect:


 


(b)                                 that the resignation of the following persons as
directors of the Company be accepted with immediate effect:


 


4.                                      CHANGE IN OFFICER(S)


 


4.1                                 IT
IS RESOLVED that:


 


(a)                                  the resignation of the following person(s) as
officer(s) of the Company be accepted with immediate effect:


 


(b)                                 the following persons be appointed as officer(s) of
the Company with the positions specified below with immediate effect:


 


33

















 


5.                                      REGISTER OF MEMBERS


 


5.1                                 IT
IS RESOLVED that the Register of
Members of the Company be updated to record the transfer of the shares to the
transferee referred to above and the registered agent of the Company be hereby
authorised and instructed to:


 


(a)                                  update the original Register of Members if it retains
the original or update its copy of the Register of Members if it retains a copy
of the Register of Members to record the transferee as the registered holder of
the relevant shares; and


 


(b)                                 provide a copy of the updated Register of Members to
the transferee.


 


6.                                      REGISTER OF DIRECTORS


 


6.1                                 IT
IS RESOLVED that the Register of
Directors of the Company be updated to record the above changes in directors
and secretary and the registered agent be hereby authorised and instructed to:


 


(a)                                  update the original Register of Directors and provide
a copy of the updated Register of Directors to the transferee; and


 


(b)                                 make the necessary filings with the Registrar of
Companies to reflect the change of directors.


 


	
   

  	
   

  	
   

  
	
  [Name]

  Director

  	
   

  	
  [Name]

  Director

  



 


[To be signed by all the directors of the
Company]


 


34

















 


SCHEDULE
6


 


FORM OF
LETTER OF INSTRUCTIONS FROM SUPERPORT
LIMITED TO
REGISTERED AGENT


 


Date:


 


Offshore Incorporations Limited


P.O. Box 957


Offshore Incorporations Centre


Road Town, Tortola


British Virgin Islands


 


Dear Sirs


 


SUPERPORT LIMITED (THE “COMPANY”) – INSTRUCTIONS
TO REGISTERED AGENT


 


1.                                       We irrevocably instruct that as from the date hereof,
the following shall be an instructing party for the Company:


 


DB Trustees (Hong Kong)
Limited (and its successors,
assignees and transferees)


 


(the “New Instructing Party”),
until such time as you are informed otherwise by the New Instructing
Party.  As from the period starting from
the date on which the New Instructing Party (or any successor-in-title) informs
you that there has been an Event of Default (as defined in the Share Mortgage
between SinoTech Energy Limited and DB Trustees (Hong Kong) Limited dated
[               ]
in respect of shares in the Company (as amended and supplemented from time to
time, the “Mortgage”)) [which is continuing]
and ending on the date on which the New Instructing Party (or its
successor-in-title) informs you that such Event of Default no longer subsists,
you will be irrevocably instructed to regard the New Instructing Party (or its
successor-in-title) as the sole instructing party for the Company and without
limiting the foregoing if at any time the New Instructing Party instructs
you to register the Security Agent or its nominee (or any successor-in-title) as
the registered holder of any of the shares the subject of the Mortgage you are
hereby authorised and instructed to do so and update the original Register of
Members accordingly without notice to us or consent from us.


 


2.                                       We irrevocably instruct you to make an annotation of
the existence of the Mortgage and the security interests created thereby in the
Company’s Register of Members pursuant to Clause 4.8 of the Mortgage.


 


Yours faithfully


 


 


(Name of Director)


Name:


 


35