Exhibit 10.30


 


	
  

  	
  CLIFFORD CHANCE LLP

  



 


EXECUTION COPY


 


DEED
OF AMENDMENT


 


dated
OCTOBER 11, 2010


 


between


 


DB TRUSTEES (HONG KONG) LIMITED


AS SECURITY AGENT


 


THE PERSONS NAMED HEREIN


AS OBLIGORS


 






 


RELATING TO A


SECURITY
TRUST DEED


DATED
11 JANUARY 2010


 






 


 

















 


CONTENTS


 


	
  Clause

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.

  	
   

  	
  Definitions And
  Interpretation

  	
   

  	
  1

  
	
  2.

  	
   

  	
  Amendment

  	
   

  	
  2

  
	
  3.

  	
   

  	
  Release
  Of The Share Charge Over Holdco

  	
   

  	
  2

  
	
  4.

  	
   

  	
  Cayman Co Acknowledgement

  	
   

  	
  3

  
	
  5.

  	
   

  	
  Continuity And Further
  Assurance

  	
   

  	
  3

  
	
  6.

  	
   

  	
  Fees, Costs And Expenses

  	
   

  	
  3

  
	
  7.

  	
   

  	
  Miscellaneous

  	
   

  	
  3

  
	
  8.

  	
   

  	
  Governing Law

  	
   

  	
  4

  
	
  Schedule
  1 Amendments To Original Security Trust Deed

  	
   

  	
  5

  
	
  Schedule
  2 Obligors Party To The Amendment To Security Trust Deed

  	
   

  	
  8

  



 

















 


THIS DEED is dated                         
and made between:


 


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


 


(2)                            THE
PERSONS listed in Schedule 2 (Obligor party to the Amendment
to Security Trust Deed).


 


RECITALS:


 


(A)                    A security trust deed (the “Original Security
Trust Deed”) dated 11 January 2010 was made between, among others, Tianjin
New Highland Science and Technology Development Co., Ltd., Deutsche Bank
AG, Hong Kong Branch as Facility Agent and DB Trustees (Hong Kong) Limited as
Security Agent, as amended from time to time
prior to the date of this Deed.


 


(B)                      For good and valuable consideration the receipt of
which is hereby acknowledged by each Party, the Parties have agreed to amend
the Original Security Trust Deed on the terms and conditions set out in this Deed.


 


(C)                      The Security Agent is entering into this Deed on behalf of the Secured Parties in accordance with Clause 17.1 (Required consents)
of the Original Security Trust Deed.


 


(D)                     SinoTech Energy Limited (“Cayman Co”) has or will become a party to the Security Trust
Deed pursuant to Clause 10.2 (Accession of Obligors)
of the Original Security Trust Deed.


 


NOW THIS DEED WITNESSES as follows:


 


1.                                 DEFINITIONS
AND INTERPRETATION


 


1.1                           Definitions


 


In this Deed:


 


“Amended Security Trust Deed” means the Original Security Trust
Deed as amended by this Deed.


 


“Effective Date” means the date on which the Facility Agent
confirms to the Lenders and the Borrower that it has received each of the
documents listed in Schedule 1 (Conditions Precedent)
to the Second Amendment Agreement in form and substance satisfactory to the
Facility Agent.


 


“Relevant Permitted Reorganisation” has the meaning given to
it in Schedule 2 (Amended and Restated Agreement)
to the Second Amendment Agreement.


 


“Second Amendment Agreement” means the second amendment
agreement dated                                          
2010 and made between, amongst others, the Borrower, Deutsche Bank AG, Hong
Kong Branch as facility agent and DB Trustees (Hong Kong) Limited as security
agent in relation to the Facility Agreement.


 


1

















 


1.2                           Incorporation
of defined terms


 


(a)                                      Unless a contrary indication appears, a term defined
in the Original Security Trust Deed has the same meaning in this Deed.


 


(b)                                     The principles of construction set out in the Original
Security Trust Deed shall have effect as if set out in this Deed mutatis mutandis.


 


1.3                           Clauses


 


In this Deed any reference to a “Clause” or a “Schedule”
is, unless the context otherwise requires, a reference to a Clause or a
Schedule to this Deed.


 


1.4                           Designation


 


In accordance with the Original Security Trust
Deed, each of the Borrower and the Facility Agent (acting through the Security Agent) designates this Deed as a Finance Document.


 


2.                                 AMENDMENT


 


With effect from the
Effective Date, the Original Security Trust Deed shall be amended as set out in
Schedule 1 (Amendments to Original Security Trust Deed);
provided that such amendment is conditional upon the absence of any event or
circumstance which would invalidate any consent granted by the Transaction
Warrant Holders in respect of the First Supplemental Instruments and the Second
Supplemental Instruments (as defined in the Second Amendment Agreement) or the
transactions contemplated thereby.


 


3.                                 RELEASE
OF THE SHARE CHARGE OVER HOLDCO


 


(a)                                      Subject to the satisfaction of all of the
following conditions, the Security Agent shall promptly, at the request (with
reasonable notice) and cost of Premium Sino, release the security constituted
by the Share Charge over Holdco (without recourse to, or any representation or
warranty by, the Security Agent):


 


(i)                        the occurrence of the Effective Date;


 


(ii)                     the completion of the
transfer of the entire issued share capital in Holdco to Cayman Co as a result
of the Relevant Permitted Reorganisation; and


 


(iii)                  all documents and evidence
required, pursuant to the terms of the New Share Charge over Holdco, to be
delivered promptly upon completion of the Relevant Permitted Reorganisation have
been duly delivered to the Security Agent.


 


(b)                                     The Security Agent hereby waives any and all
Defaults under the Share Charge over Holdco that may arise at any time on or
after the date of this Deed (but prior to the release referred to in paragraph (a) above)
solely as a result of the Relevant Permitted Reorganisation, provided that such
waiver is conditional upon the occurrence of the Effective Date and the absence
of any event or circumstance which would invalidate any consent granted by the
Transaction Warrant Holders in respect of the First Supplemental Instruments
(as defined in the Second Amendment Agreement) or the transactions contemplated
thereby.


 


2

















 


4.                                 CAYMAN
CO ACKNOWLEDGEMENT


 


Cayman Co confirms that it shall perform all the obligations
expressed to be binding upon it under, and comply with and be bound by all the terms of the Amended Security Trust Deed, as if Cayman Co were an original party to the Amended Security Trust Deed.


 


5.                                 CONTINUITY
AND FURTHER ASSURANCE


 


5.1                           Continuing
obligations


 


The provisions of the Original Security Trust
Deed, as amended by this Deed, shall continue in full force and effect.  Each other Transaction Document shall continue in full force and effect.


 


5.2                           Further
assurance


 


Each Obligor party hereto and Cayman Co shall (and shall procure that each other Obligor
shall), at the request of the Security Agent and at its own expense, do all such acts and things necessary or
desirable to give effect to the amendments effected or to be effected pursuant
to this Deed.


 


6.                                 FEES,
COSTS AND EXPENSES


 


6.1                           Transaction
expenses


 


The Borrower shall, within five Business Days
of demand, pay the Security Agent the amount of all costs and expenses
(including without limitation legal fees) properly incurred by the Security Agent in connection with the negotiation, preparation,
printing and execution of this Deed and any other documents referred to in this
Deed.


 


6.2                           Enforcement
costs


 


The Borrower shall, within five Business Days
of demand, pay the Security Agent the amount of all costs and expenses
(including legal fees) incurred by the Security Agent in connection with the enforcement of, or the preservation of any rights
under, this Deed.


 


6.3                           Stamp
taxes


 


The Borrower shall pay and, within five
Business Days of demand, indemnify the Security Agent against any cost, loss or liability that the Security Agent incurs in relation to all stamp duty, registration and other similar
Taxes payable in respect of this Deed.


 


7.                                 MISCELLANEOUS


 


7.1                           Incorporation
of terms


 


The provisions of Clause 15 (Notices),
Clause 16.1 (Partial
Invalidity), Clause 16.2 (Remedies and waivers) and Clause 20 (Enforcement)
of the Original Security Trust Deed shall apply to this Deed mutatis mutandis and as if references in those clauses to “this Deed” or “this Agreement” were references to this Deed.


 


7.2                           Counterparts


 


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


 


3

















 


8.                                 GOVERNING
LAW


 


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


 


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


 


4

















 


SCHEDULE 1


 


AMENDMENTS TO ORIGINAL SECURITY
TRUST DEED


 


1.                                 In relation to Clause 1 (Definitions and Interpretation) of the Original Security
Trust Deed:


 


(a)                                       Clause 1.1 (Incorporation of defined terms) shall be deleted in its
entirety and substituted with the following:


 


“Unless otherwise defined herein or the context
otherwise requires, terms and expressions defined in or construed for the
purposes of the Facility Agreement (for such purpose, in the form subsisting as at
the date on which the amendments to the Facility Agreement contemplated under
the Second Amendment Agreement become effective) shall have the same meaning herein.”;


 


(b)                                      the definitions of “Ordinary Shares”, “Security Documents”
and “Transaction Warrant Instruments” set
out in Clause 1.2 (Definitions)
shall be deleted in its entirety and substituted with the following:


 


“‘Ordinary Shares’
means ordinary shares in the share capital of Cayman Co”;


 


“Security
Documents” means:


 


(a)                                       the Share Charge over
Cayman Co;


 


(b)                                      the Cayman Co Debenture;


 


(c)                                       the Share Charge over Holdco;


 


(d)                                      the New Share Charge over
Holdco;


 


(e)                                       the Equity Pledge over Borrower;


 


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


 


(g)                                      the Parentco Debenture;


 


(h)                                      the Pledge over Deposit Certificates;


 


(i)                                          the Account Control Agreement;


 


(j)                                          the Mortgage over LHD Units;


 


(k)                                       the Pledge over Receivables;


 


5

















 


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


 


(m)                                    any Subordination Deed;


 


(n)                                      this Deed; and


 


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


 


(each a “Security
Document”); and


 


“Transaction Warrant Instruments” means the transaction warrant instruments dated 8 January 2010 and
entered into by Premium Sino as issuer, Holdco, Parentco and the Founder, as
amended by the first supplemental instrument dated                           2010 and second supplemental instrument dated                            2010 (in each case) to instrument constituting tranche A warrants,
instrument constituting tranche B warrants, instrument constituting tranche C warrants
and instrument constituting tranche D warrants respectively, by Premium Sino, Cayman
Co, Holdco, Parentco and the Founder”;


 


(c)                                       the following definitions
shall be added to Clause 1.2 (Definitions):


 


“Cayman Co” means SinoTech Energy Limited, an exempted company incorporated
in the Cayman Islands with company number 241866”;


 


“Cayman Co
Debenture” means the debenture in the agreed form entered into or to
be entered into between Cayman Co and the Security Agent pursuant to which,
among other things, Cayman Co grants Security over its assets to the Security
Agent”;


 


“New Share Charge over Holdco” means the share mortgage in the agreed form entered
into or to be entered into between Cayman Co and the Security Agent pursuant to
which, among other things, Cayman Co grants Security to the Security Agent over
the shares in Holdco”;


 


“Second
Amendment Agreement” means the second amendment
agreement dated                        
2010 and made
between, amongst others, the
Borrower, Deutsche Bank AG, Hong Kong Branch as facility agent and security
agent and DB Trustees (Hong Kong) Limited as security agent in relation to the
Facility Agreement.”; and


 


“Share Charge over Cayman
Co” means the share charge in
the agreed form entered into or to be entered into between Premium Sino and the
Security Agent pursuant to which, among
other things, Premium Sino grants Security to the Security Agent over shares in
Cayman Co”;
and


 


6

















 


(d)                                      Paragraph (b) of
Clause 1.3 (Construction) shall be deleted in its
entirety and substituted with the following:


 


“The rules of construction
set out in Clause 1.2 (Construction)
of the Facility Agreement (for such purpose, in the form subsisting as at the
date on which the amendments to the Facility Agreement contemplated under the
Second Amendment Agreement become effective) shall apply to this Agreement mutatis mutandis.”.


 


2.                                 The proviso set out after
paragraph (c) of Clause 4.1 (Payments to Transaction
Finance Parties) of the Original Security Trust Deed shall be
deleted and substituted with the following:


 


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


 


3.                                 Paragraph (c) of
Clause 12.1 (Transaction and enforcement expenses)
of the Original Security Trust Deed shall be deleted in its entirety and
substituted with the following:


 


“(c)                              The Borrower shall (or, with respect to any Offshore Security Document
or any Transaction Security under any Offshore Security Document, Cayman Co (upon its
accession hereto), Holdco
and Parentco shall jointly and severally), within five Business Days of demand,
pay to the Security Agent the amount of all costs and expenses (including legal
fees) incurred by the Security Agent in connection with the enforcement of, or
the preservation of any rights under, any Finance Document and/or any
Transaction Security, and/or any proceedings instituted by or against any
Secured Party as a consequence of taking or holding any Transaction Security.


 


4.                                 Clause 12.2 (Stamp taxes) of the Original Security Trust Deed shall be
deleted in its entirety and substituted with the following:


 


“12.2                       Stamp taxes


 


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


 


7

















 


SCHEDULE 2

OBLIGORS PARTY
TO THE AMENDMENT TO SECURITY TRUST DEED


 


The Borrower


 


The Holdco


 


The Parentco


 


The Cayman Co


 


Premium Sino


 


Wise Worldwide


 


The Founder


 


8






 










 


EXECUTION


 


THE SECURITY AGENT


 


THE COMMON SEAL of


DB TRUSTEES (HONG KONG)
LIMITED


was hereunto affixed in the presence of:


 


 


	
  /s/ Aric Kay-Russell

  	
   

  	
  /s/Ng Yue Min

  



 


(Name of witness)


 


Name:


 


Address:


 


 


	
  Address:
  

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

  
	
   

  	
   

  
	
  Fax: 

  	
  +852 2203 7320/7323

  
	
   

  	
   

  
	
  Attention:
  

  	
  Managing
  Director

  



 


SIGNATURE PAGE TO THE DEED
OF AMENDMENT


 

















 


THE BORROWER


 


	
  SIGNED, SEALED AND DELIVERED

  
	
  as a DEED for
  and on behalf of

  
	
  TIANJIN NEW HIGHLAND SCIENCE

  	
  L.S

  
	
  AND TECHNOLOGY DEVELOPMENT
  CO., LTD.

  
	
  by

  



 


 


	
  /s/ Liu
  Qingzeng

  	
   

  



 


 


in the presence of:


 


 


	
  /s/ Zheng Yao

  	
   

  



 


(Name of witness)


 


Name:  Zheng Yao


 


Address: 
 No.
19 Ronghua South Road, Beijing Eco-Tech Development Area, Beijing 100176,
P.R.C.


 


 


	
  Address: 

  	
  

  
	
   

  	
   

  
	
  Telephone:
  

  	
  +86-10-8712-5567

  
	
   

  	
   

  
	
  Fax:
  

  	
  +86-10-8712-5500

  
	
   

  	
   

  
	
  Attention: 

  	
  Mr
  Liu Qingzeng

  



 


SIGNATURE PAGE TO THE DEED
OF AMENDMENT


 

















 


THE HOLDCO


 


	
  SIGNED, SEALED AND DELIVERED

  	
   

  	
   

  
	
  as a DEED for
  and on behalf of

  	
   

  	
   

  
	
  and EXECUTED AS A DEED
  by

  	
   

  	
  L.S

  
	
  SUPERPORT LIMITED

  	
   

  	
   

  
	
  by

  	
   

  	
   

  



 


 


	
  /s/ Liu
  Qingzeng

  	
   

  



 


 


in the presence of:


 


 


	
  /s/ Zheng Yao

  	
   

  



 


(Name of witness)


 


Name:  Zheng Yao


 


Address:  
No. 19 Ronghua South Road, Beijing Eco-Tech
Development Area, Beijing 100176, P.R.C.


 


 


	
  Address: 

  	
  

  
	
   

  	
   

  
	
  Telephone:
  

  	
  +86-22-6635-1185

  
	
   

  	
   

  
	
  Fax:
  

  	
  +86-22-6635-1181

  
	
   

  	
   

  
	
  Attention: 

  	
  Mr
  Liu Qingzeng

  



 


SIGNATURE PAGE TO THE DEED
OF AMENDMENT


 

















 


THE PARENTCO


 


THE COMMON SEAL of


INTERNATIONAL PETROLEUM
SERVICES 


CORPORATION LIMITED


was hereunto affixed in the presence of:


 


 


	
  /s/ Nicolas Tang

  	
   

  



 


(Name of witness)


 


Name:     Tang Nicolas Tze Hao


 


Address:  
Sidley Austin Hong Kong SAR


 


 


	
  Address: 

  	
  

  
	
   

  	
   

  
	
  Telephone: 

  	
  +86-10-8712-5567

  
	
   

  	
   

  
	
  Fax: 

  	
  +86-10-8712-5500

  
	
   

  	
   

  
	
  Attention: 

  	
  Mr Liu Qingzeng

  



 


SIGNATURE PAGE TO THE DEED
OF AMENDMENT


 

















 


THE
CAYMAN CO


 


	
  SIGNED, SEALED AND DELIVERED

  	
   

  	
   

  
	
  as a DEED for
  and on behalf of

  	
   

  	
   

  
	
  and EXECUTED AS A DEED
  by

  	
   

  	
  L.S

  
	
  SINOTECH
  ENERGY LIMITED

  	
   

  	
   

  
	
  by

  	
   

  	
   

  



 


 


	
  /s/ Liu
  Qingzeng

  	
   

  



 


 


in the presence of:


 


 


	
  /s/ Zheng Yao

  	
   

  



 


(Name of witness)


 


Name:  Zheng Yao


 


Address:  
No. 19 Ronghua South Road, Beijing Eco-Tech
Development Area, Beijing 100176, P.R.C.


 


 


	
  Address: 

  	
  3/F, No. 19 Ronghua South Road

  
	
   

  	
  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

  



 


SIGNATURE PAGE TO THE DEED
OF AMENDMENT


 

















 


PREMIUM SINO


 


	
  SIGNED, SEALED AND DELIVERED

  	
   

  	
   

  
	
  as a DEED for
  and on behalf of

  	
   

  	
   

  
	
  and EXECUTED AS A DEED
  by

  	
   

  	
  L.S

  
	
  PREMIUM SINO FINANCE LIMITED

  	
   

  	
   

  
	
  by

  	
   

  	
   

  



 


 


	
  /s/ Liu
  Qingzeng

  	
   

  



 


 


in the presence of:


 


 


	
  /s/ Zheng Yao

  	
   

  



 


(Name of witness)


 


Name:  Zheng Yao


 


Address:  
No. 19 Ronghua South Road, Beijing Eco-Tech
Development Area, Beijing 100176, P.R.C.


 


 


	
  Address: 

  	
  

  
	
   

  	
   

  
	
  Telephone:
  

  	
  +86-22-6635-1185

  
	
   

  	
   

  
	
  Fax:
  

  	
  +86-22-6635-1181

  
	
   

  	
   

  
	
  Attention: 

  	
  Mr
  Liu Qingzeng

  



 


SIGNATURE PAGE TO THE DEED
OF AMENDMENT


 

















 


WISE WORLDWIDE


 


	
  SIGNED, SEALED AND DELIVERED

  	
   

  	
   

  
	
  as a DEED for
  and on behalf of

  	
   

  	
   

  
	
  and EXECUTED AS A DEED
  by

  	
   

  	
  L.S

  
	
  WISE WORLDWIDE LIMITED

  	
   

  	
   

  
	
  by

  	
   

  	
   

  



 


 


	
  /s/ Du Hequn

  	
   

  



 


 


in the presence of:


 


 


	
  /s/ Nicolas Tang

  	
   

  



 


(Name of witness)


 


Name:     Tang Nicolas Tze Hao


 


Address:  
Sidley Austin Hong Kong SAR


 


 


	
  Address: 

  	
  Suite
  901, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong

  
	
   

  	
   

  
	
  Telephone: 

  	
  +852
  9745 6182

  
	
   

  	
   

  
	
  Email: 

  	
  duhq@yahoo.com

  
	
   

  	
   

  
	
  Attention: 

  	
  Yale Du

  



 


SIGNATURE PAGE TO THE DEED
OF AMENDMENT


 

















 


	
  THE FOUNDER

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SIGNED, SEALED AND DELIVERED

  	
   

  	
   

  
	
  as a DEED by

  	
   

  	
   

  
	
  MR. LIU QINGZENG

  	
   

  	
  L.S

  



 


	
  /s/ Liu
  Qingzeng

  	
   

  



 


 


in the presence of:


 


 


	
  /s/ Zheng Yao

  	
   

  



 


(Name of witness)


 


Name:  Zheng Yao


 


Address: 
No. 19 Ronghua South Road, Beijing Eco-Tech
Development Area, Beijing 100176, P.R.C.


 


SIGNATURE PAGE TO THE DEED
OF AMENDMENT