Exhibit 10.47


 





 




 





Account
Control Agreement


 


Among


 


Tianjin
New Highland Science Development Co., Ltd.


(as the Borrower)


 


and


 


Deutsche
Bank AG, Hong Kong Branch


(as the Facility
Agent)


 


and


 


DB
Trustees (Hong Kong) Limited


(as the Security
Agent)


 


and


 


Tianjin
Dagang Branch of China Construction Bank Limited


(as the Account
Control Bank)




 





 





 

















 


Table of Contents


 


	
  Clause

  	
   

  	
  Page No.

  
	
  1

  	
   

  	
  Definition and
  Explanation

  	
   

  	
  3

  
	
  2

  	
   

  	
  The Opening and
  Control Period of the Controlled Accounts

  	
   

  	
  4

  
	
  3

  	
   

  	
  Onshore
  Controlled Account

  	
   

  	
  7

  
	
  4

  	
   

  	
  Onshore USD
  Project Account and Onshore RMB Project Account

  	
   

  	
  18

  
	
  5

  	
   

  	
  Onshore Cash
  Collateral Account

  	
   

  	
  24

  
	
  6

  	
   

  	
  Onshore RMB
  Debt Service Reserve Account

  	
   

  	
  27

  
	
  7

  	
   

  	
  Payment and
  currency exchange

  	
   

  	
  27

  
	
  8

  	
   

  	
  The Borrower’s
  Representations and Warranties

  	
   

  	
  28

  
	
  9

  	
   

  	
  The Borrower’s
  Commitments

  	
   

  	
  28

  
	
  10

  	
   

  	
  Representations and Warranties of the Account Control Bank

  	
   

  	
  30

  
	
  11

  	
   

  	
  The Role of the Account Control Bank

  	
   

  	
  32

  
	
  12

  	
   

  	
  Confidentiality

  	
   

  	
  34

  
	
  13

  	
   

  	
  Fees and Other Expenses for the Account Control Bank

  	
   

  	
  36

  
	
  14

  	
   

  	
  The Security Agent’s Right of Compensation

  	
   

  	
  37

  
	
  15

  	
   

  	
  Breach and Remedies

  	
   

  	
  38

  
	
  16

  	
   

  	
  Communication of Notifications and Documents

  	
   

  	
  39

  
	
  17

  	
   

  	
  Applicable Laws and Jurisdiction

  	
   

  	
  40

  
	
  18

  	
   

  	
  Others

  	
   

  	
  41

  
	
  Attachment 1

  	
  The Controlled
  Account Checklist Form

  	
   

  	
  43

  
	
  Attachment 2

  	
  The Format of
  Opex Withdrawal Request

  	
   

  	
  44

  
	
  Attachment 3

  	
  The Format of
  Special Capex Withdrawal Request

  	
   

  	
  46

  
	
  Attachment 4

  	
  The Format of
  General Capex Withdrawal Request

  	
   

  	
  49

  
	
  Attachment 5

  	
  The Format of
  the Finance Document Withdrawal Request

  	
   

  	
  51

  
	
  Attachment 6

  	
  The Format of
  Dividend Withdrawal Request

  	
   

  	
  53

  
	
  Attachment 7

  	
  The Format of
  Transfer Request

  	
   

  	
  55

  
	
  Attachment 8

  	
  The Format of
  Transaction Expense Withdrawal Request

  	
   

  	
  57

  
	
  Attachment 9

  	
  The Format of
  USD Account Withdrawal Request

  	
   

  	
  59

  
	
  Attachment 10

  	
  The Format of Project Capex Withdrawal Request

  	
   

  	
  61

  
						



 


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The Account Control Agreement (hereinafter
referred to as the Agreement) is
entered into on  January 13, 2010
among:


 


A                                   Tianjin New Highland Science Development Co., Ltd. , the
borrower (hereinafter referred to as the Borrower),
a company (registration number: 120109000004324) incorporated under the laws of
China, with its registered address
at Dagang Economic Development Area (DEDA), Tianjin, China;


 


B                                        Deutsche Bank AG, Hong
Kong Branch
(representing the Facility Agent , Security
Agent , Calculation
Agent  , Arranger
, Lenders
 and Swap
Counterparty  , and their respective future assignees
and successors from time to time under the Transaction
Finance Documents  , the Facility
Agent (hereinafter referred to as the Facility Agent), a company incorporated under the laws of Hong
Kong Special Administrative Region of China,
with its registered address at 48/F, Cheung Kong Center, 2
Queen’s Road Central, Hong Kong;


 


C                                     DB Trustees (Hong Kong) Limited (representing the Facility Agent, Security Agent, Calculation
Agent, Arranger, Lenders and Swap Counterparty) and their respective future assignees and
successors from time to time under the Transaction
Finance Document), the Security Agent (hereinafter referred to as
the Security Agent), a company
incorporated under the laws of Hong Kong Special Administrative Region of China, with its registered address at 48/F,
Cheung Kong Center, 2 Queen’s Road Central, Hong Kong; and


 


D                                    Tianjin Dagang Branch of China Construction Bank Limited, the
account control bank (hereinafter referred to as the Account Control Bank), a banking institution established under
the laws of China, with its
registered address at No. 98, Yingbing Street, Dagang District, Tianjin,
China.


 


Whereas:


 


1                                       The Borrower signed a Facility Agreement
(including the amendments and restatements through a signed Amendment Agreement and any other
modifications, revisions, extensions, additions, updates or restatements from
time to time)(collectively referred to as the Loan
Contract) on 8 January 2010 with, among others, Deutsche Bank
AG, Hong Kong Branch, as the Arranger,



 


2

















 


Facility Agent and Calculation Agent, and DB Trustees (Hong
Kong) Limited as the Security Agent.
Under the Loan Contract, the Lenders agree to provide loans of no more than
USD65,000,000 to the Borrower in
accordance with the terms and conditions of the Loan Contract;


 


2                                       The Borrower may enter into a Hedging Agreement with a Swap Counterparty;


 


3                                       The Borrower signed a Security Trust Deed with the Finance Parties on 11 January 2010;
and


 


4                                       As a
precondition for the Lenders to
provide loans to the Borrower, the
Borrower agrees that in accordance
with the terms and conditions of the Agreement,
the Facility Agent and Security Agent, in the interests of the Facility Agent, Security Agent, Calculation
Agent, Arranger, Lenders and Swap Counterparty and their future respective assignees and
successors from time to time (collectively referred to as the Secured Parties), designate an Account Control Bank to monitor and control
the Controlled Account (as defined
below) of the Borrower in China to
ensure payment and settlement by the Borrower
on time and in full of the Secured Onshore
Obligations under the Transaction
Finance Documents (i.e. the Loan
Contract and the Swap Agreement).


 


The parties hereby have
reached the following agreements:


 


1                                                  Definition and Explanation


 


1.1                                          Definition


 


The Agreement constitutes the Account Control
Agreement as defined in the Security Trust
Deed. Unless otherwise expressly specified in the Agreement, the terms defined and referred
to in the Security Trust Deed and
the Loan Contract shall have the
same meanings in the Agreement. In
the Agreement:


 


The Controlled Accounts refer to any account
listed in Attachment 1 (The Controlled
Account Checklist Form) to the Agreement
set up and maintained by the Borrower
in the Account Control Bank. After
opening a controlled account, the Borrower
should provide the account’s details to 


 


3

















 


the Security Agent in the format required under
Attachment 1 (The Controlled Account
Checklist Form) to the Agreement.


 


The Control Period refers to the control period
specified under Clause 2.5 (The Control
Period) of the Agreement. ”


 


Pledge
over Deposit Certificate refers to the security agreement
between the Borrower and the Security Agent for certificate of deposit
balances that exist from time to time in the Onshore
Cash Collateral Account.


 


1.2                                          Explanation


 


(a)                        The Clause
1.3 (Rule of explanation)
(as adjusted where necessary) of the Security
Trust Deed should apply to this Agreement.


 


(b)                       The use of
Borrower, Facility Agent, Security Agent and Account
Control Bank, unless the context specifically indicates otherwise,
shall include their respective successors and assignees and any and all those
who have acquired rights from the aforementioned.


 


(c)                        A month, unless specifically stated
otherwise, shall be a calendar month.


 


2                                                  The Opening and Control Period of the Controlled Accounts


 


2.1                                          Designation of the Account Control Bank


 


The Security Agent appoints the Account Control Bank as the bank to perform
the monitoring and control responsibilities and activities under the Agreement, and manage the payment into and
out of the Controlled Account.


 


2.2                                          Account management


 


(a)                        Upon
opening any accounts other than the Controlled
Account, the Borrower
should immediately notify the Facility Agent
and the Security Agent. Upon
singing of the Agreement, the Borrower should, within 10 Business Days of the last day of every
month, provide to the Facility Agent
and Security Agent information on 


 


4

















 


any and all accounts it has opened with banks other than the Account Control Bank, including but not
limited to the credit balance and transaction records of such accounts.


 


(b)                       Application
to the Account Control Bank by the
Borrower to withdraw any amounts
from the Controlled Account shall
not affect or impair any rights and benefits of the Security Agent under the Security
Documents.


 


2.3                                          The opening of the Controlled Account


 


(a)                        The Borrower should, within 2 Business days upon signing of the Agreement, apply to set up the Controlled Account (however, the Onshore US Dollar Project Account may be
opened within 2 Business Days upon
approval of relevant foreign exchange administrative authorities or upon
signing of the Agreement
(whichever happens later)).


 


(b)                       The Borrower should, within 1 Business Day, notify the Security Agent in writing of the details of
every Controlled Account upon
opening of such Controlled Accounts,
and the written notifications should bear the seal of the Account Control Bank as confirmation.
During the Control Period, the Borrower must keep every Controlled Account.


 


2.4                                          Account control and management


 


(a)                        The Security Agent has the right to monitor and
verify (including but not limited to inquiry of relevant banks) the status of
the Borrower’s accounts (including
but not limited to the Controlled Accounts),
and the Borrower should, for this
purpose, provide all necessary authorization and permission to the Security Agent.


 


(b)                       The
parties agree that all amounts in the Controlled
Accounts shall only be used for the purposes specified in the Loan Contract and the Agreement and in the manner specified in
the Loan Contract and the Agreement. The Account Control Bank shall monitor and control the payment
into and out of the Controlled Accounts
in accordance with the Attachment 6 (The Banking
Accounts) of the 


 


5

















 


Loan Contract (as per its format and
contents on the date of the Agreement),
terms and conditions of the Agreement
and the instructions of the Facility Agent
and the Security Agent, and the Borrower should use the funds in the Controlled Accounts in accordance with
requirements of the Loan Contract
and the Agreement.


 


2.5                                          The Control Period


 


The parties agree that
the Control Period during which
the Account Control Bank monitors
and controls the Controlled Accounts
shall commence on the date of signing of the Agreement
and end on the earlier of the following:


 


(a)                          60 days
after the Initial Utilization Date
under the Loan Contract; or


 


(b)                         The date
the Facility Agent confirms to the
bank in writing that all the debts of the Borrowers
to the lenders and Swap Counterparty
under the Transaction Finance Documents
have been unconditionally and irrevocably paid and settled in full and all its Commitments have expired.


 


On the precondition that
should the Facility Agent notify
the Account Control Bank at least
2 Business Days before the date
specified in (a) above that it elects to extend the Control Period from the date specified in
(a) above, and the date specified in (b) does not fall before the
date specified in (a), the Control Period
shall, from the date specified in (a) above, automatically extend 5 years
(unless the Facility Agent sends
to the Account Control Bank the
written confirmation described in (b) in advance, when the date such
written confirmation is made shall be the date the extension period ends), and
unless the parties agree otherwise, the terms and conditions of the Agreement shall continue to apply in the
extension period.


 


2.6                                          Interests


 


The interests on funds
in the Controlled Accounts shall
be calculated at the applicable demand deposit interest rates the Account Control Bank offers to its
customers from time to time.


 


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3                                                  Onshore Controlled Account


 


3.1                                          Incoming amounts


 


(a)                        The Onshore Controlled Account should be the
principal operations account of the Borrower.
The Borrower should ensure that
during the Control Period, all
sales income and other amounts acquired under or in connection with the
contracts between the Borrower and
its customers (including but not limited to the LHD Contracts and the MD
Contracts) shall be directly paid to the Onshore Controlled Account.


 


(b)                       If,
through other means, the Borrower
acquires sales income or other amounts from its customers outside the Onshore Controlled Account, the Borrower should, within 3 Business Days upon receipt of such amounts,
transfer the amounts to the Onshore
Controlled Account.


 


3.2                                          Basic withdrawal conditions


 


Subject to the
provisions under Clause 3.3 (Withdrawal when
an event of default occurs) and Clause 3.4 (Priority of withdrawal) below, the Borrower should meet the following
conditions in order to apply for the utilization of funds in the Onshore Controlled Account:


 


(a)                        Any
withdrawal, transfer or other instructions in connection with the Onshore Controlled Account become effective
only after authorization in writing of the Account
Control Bank; and


 


(b)                       The Borrower should notify the Account Control Bank in writing (and cc the
notification to the Facility Agent
and the Security Agent) at least 3
Business Days in advance to apply
to the Account Control Bank for
authorization to withdraw funds from the Onshore
Controlled Account.


 


3.3                                          Withdrawal in a default event


 


(a)                        If an
event of default occurs and continues, at the instruction of an relevant Secured Party or the Secured Parties under the Security Trust Deed, the Security Agent has the right to notify the Account 


 


7

















 


Control Bank that: without
instruction of the Security Agent
(acting in accordance with the instruction of the relevant Security party or the Secured Parties under the Security Trust Deed) to the Account Control Bank, the amounts in the Onshore Control Account cannot be withdrawn
or transferred.


 


(b)                       Upon
receipt by the Account Control Bank
of the above notification from the Security
Agent, without the instruction from the Security Agent (acting in accordance with the instruction of
the relevant Secured Party or Secured Parties under the Security Trust Deed), the amounts in the Onshore Control Account can not be
withdrawn or transferred, and the Account
Control Bank may not accept the instruction in connection with the Onshore Control Account from the Borrower or any other parties (other than
the Security Agent), nor
accordingly.


 


3.4                                          Priority of withdrawal


 


If the credit balance
of Onshore Control Account is not
enough to meet all the withdrawal or payment needs under Clause 3.5 (Use of the withdrawn funds), subject to
the provisions of Clause 3.3 (Withdrawal
when an event of default occurs), the requests to withdraw funds
from the Onshore Control Account
shall follow the following order of priority:


 


(a)                        First, the
funds shall be used for the purpose of Onshore
Cash Collateral Account as described in (e) under Clause 3.5 (Use of withdrawn funds);


 


(b)                       Secondly,
the funds shall be used for the purpose of Secured
Onshore Obligations as described in (c) under Clause 3.5 (Use of withdrawn funds);


 


(c)                        Thirdly,
the funds shall be used for the purpose of the Debt Service Reserve Account (DSRA Account) as described in (f) under Clause 3.5 (Use of withdrawn funds);


 


(d)                       Fourthly,
the funds shall be used for the purpose of Operating
Expenditures and/or Capital
Expenditures as described in (a) and/or (b) respectively
under Clause 3.5 (Use of withdrawn funds);


 


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(e)                        Lastly,
the funds shall be used for the purpose of dividends as described in
(d) under Clause 3.5 (Use of withdrawn
funds).


 


3.5                                          Use of withdrawn funds


 


Funds withdrawn by the Borrower from the Onshore Control Account shall be used for
the following purposes.


 


(a)                        Operating Expenditures of the Borrower;


 


(b)                       Capital Expenditures of the Borrower;


 


(c)                        Secured Onshore Obligations under the Transaction Finance Document;


 


(d)                       Dividends
that the Borrower is allowed to
distribute to the Parentco in cash
under (c) of Clause 21.14 (Restricted
payments) of the Loan Contract
(as per its format and contents on the date of the Agreement);


 


(e)                        Transfer
to the Onshore Cash Collateral Account;


 


(f)                          Transfer to RMB DSRA
Account.


 


3.6                                          Withdrawal in connection with Operating Expenditures


 


With respect to the request of the Borrower
to withdraw funds for the purpose of Operating
Expenditures, upon meeting the following conditions, the Account Control Bank should authorize the
withdrawal:


 


(a)                        Conditions
under Clause 3.2 (Basic withdrawal
conditions), Clause 3.4 (Priority
of withdrawal) and Clause 3.5 (Use
of withdrawn funds);


 


(b)                       Opex Withdrawal Request properly filled out by
the Borrower as per the format and
contents of Attachment 2 (The Format of Opex
Withdrawal Request);


 


(c)                        Either of
the following conditions:


 


(i)                             In the
month of withdrawal request, the amount of the withdrawal 


 


9

















 


request to be proposed and the amounts already withdrawn and/or amounts
of requests already applied to be withdrawn from the Onshore Control Account for the month (based on the Opex Withdrawal Request(s) already
submitted) collectively do not exceed the Permitted
Opex Limit of the month (excluding the approved withdrawal amount in
the second provision (i.e. that under (c)(ii)) of this clause); or


 


(ii)                          The Facility Agent (acting in accordance with
the instruction of the Majority Lenders)
has already approved the amount of the withdrawal request made by the Borrower in writing (at least 10 Business Days before the proposed
withdrawal date), which should state clearly: separate application for this
once-off withdrawal in the month the amount is proposed.


 


Upon meeting the above conditions, the Account Control Bank shall, in accordance with the payment
instruction in the Opex Withdrawal Request,
pay the requested amount from the Onshore
Control Account directly to the Opex
Payee specified in the Opex
Withdrawal Request. The Borrower
can be the Opex Payee.


 


3.7                                          Permitted Opex Limit


 


(a)                        The Permitted Opex Limit for each month is the
sum of the following two items:


 


(i)                             The total
of Opex approved to be disbursed
from the Onshore Control Account
for the month as set out in the Approved Opex
Budget for the month, and


 


(ii)                          Unused Opex Limit from the previous month.


 


For the month of the Initial
Utilisation Date under the Loan
Contract, the Unused Opex Limit
of the previous month is zero.


 


(b)                       From the Initial  Utilisation
Date of the Loan Contract,


 


(i)                             If in a
month, any amount has been withdrawn and/or transferred from the Onshore Control Account as per an Opex Withdrawal Request (not including
amounts withdrawn and/or


 


10














 


transferred in accordance
with Clause 3.6(c)(ii)), the Borrower
shall be deemed to have used that amount of the Permitted Opex Limit for the month (within the Permitted Opex Limit for the month, the Borrower shall be deemed to first use the Unused Opex Limit from the previous month,
and then Opex available from the Onshore Control Account for the month as
specified in the Approved Opex Budget
for the month); and


 


(ii)                          If at the end of a month, there are still
unused amounts in the Permitted Opex Limit
(the portion described in 3.7(a)(i) regarding the definition of Permitted Opex Limit), that unused portion
shall be the Unused Opex Limit for
that month. For avoidance of misunderstanding, the unused portion of the Permitted Opex Limit for the month as
described in 3.7(a)(ii) regarding the definition of Permitted Opex Limit shall not constitute
as part of the Unused Opex Limit
of the month.


 


3.8                                          Withdrawals in
connection with Capital Expenditures


 


For any withdrawal by the
Borrower from the Onshore Control Account for the purpose of
Capital Expenditure, if the Capital Expenditure constitutes a Project Capital Expenditure (meaning Capital Expenditure or payments under the Financed LHD Acquisition Agreement or the Upcoming LHD Acquisition Agreement), the Capital Expenditure Withdrawal Request
shall be a Special Capex Withdrawal Request,
and if the Capital Expenditure
does not constitute a Project Capital
Expenditure, the Capital
Expenditure Withdrawal Request shall be a General Capex Withdrawal Request.


 


3.8.1   If the following conditions are met, upon
request of the Borrower to apply
for Special Capex payment, the Account Control Bank should authorize the
withdrawal:


 


(a)                        Conditions under Clause 3.2 (Basic withdrawal conditions), Clause 3.4 (Priority of withdrawal) and Clause 3.5 (Use of withdrawn funds);


 


(b)                       The Borrower
properly fill out the Special Capex
Withdrawal Request as per the format and contents of Attachment 3 (The Format of Special Capex Withdrawal Request),
and the Special Capex 


 


11

















 


Withdrawal
Request should
specify that the Capex Payee is
the LHD Vendor;


 


(c)                        Submit the following invoices:


 


(i)                             The invoice pertaining to the Financed LHD Acquisition Agreement or the Upcoming LHD Acquisition Agreement issued
by LHD Vendor to the Borrower, with an invoice amount no smaller
than that of the proposed withdrawal request; and


 


(ii)                          The invoice pertaining to the Power
Hydraulics Financed LHD Supply Contract (in
which case, provide the invoice in connection with the Financed LHD Acquisition Agreement as
described in (c)(i) above) or pertaining to the Power Hydraulics Upcoming LHD Supply Contract (in which case,
provide the invoice in connection with the Upcoming
LHD Acquisition Agreement as described in (c)(i) above) issued
by Power Hydraulics to the LHD Vendor,
with an invoice amount no smaller than that of the proposed withdrawal request,
or an equivalent amount in US dollars;


 


(d)                       Either of the following conditions:


 


(i)             In the month of requested withdrawal, the sum of the
requested amount plus all other amounts already withdrawn and/or requested to
be withdrawn from the Onshore Control Account
and the Onshore RMB Project Account
in that month (based on the Special Capex
Withdrawal Requests already submitted) (excluding the approved
amounts under (d)(ii) and Clause 4.6(c)(ii)) does not exceed the Permitted Project Capex Limit (See the
agreement in Clause 4.8 (Permitted Project
Capex Limit) of the Agreement)
for the month of the proposed withdrawal; or


 


(ii)          The Facility Agent
(acting in accordance with the instruction of the Majority Lenders) has approved the proposed withdrawal amount  that the Borrower
has applied in its written request (delivered at least 10 Business Days before the intended
withdrawal date), which should clearly state: separate application for this
once-off 


 


12

















 


withdrawal in the month
the amount is proposed.


 


With the precondition
that unless the balance of both the Onshore
USD Project Account and the Onshore
RMB Project Account at the expected withdrawal date specified in the
Special Capex Withdrawal Request
is zero (but subject to Clause 4.5(a)(i) and for the purpose of Clause
3.8.1(d), in determining the balance of the Onshore
USD Project Account, the DSRA
Amount in that account before the last day of the first Interest Period of the first Loan under the Loan Contract as per Clause 4.5(a)(i) should not be
considered), the Borrower must not
withdraw any amount from the Onshore Control
Account based on the Special Capex
Withdrawal Request.


 


3.8.2 With respect
to the Borrower’s request for General Capex, i.e. Capex that does not constitute Project Capex, upon meeting the following
conditions the Account Control Bank
should authorize the withdrawal:


 


(a)                        Conditions under Clause 3.2 (Basic withdrawal conditions), Clause 3.4 (Priority of withdrawal) and Clause 3.5 (Use of withdrawn funds);


 


(b)                       The General
Capex Withdrawal Request properly completed by the Borrower as per the format and contents of
Attachment 4 (The Format of General Capex
Withdrawal Request);


 


(c)                        Either of the following conditions:


 


(i)                             In the month of requested withdrawal, the
requested withdrawal amount and the amounts already withdrawn and/or applied to
be withdrawn from the Onshore Control Account
in that month (based on the withdrawals requested through the General Capex Withdrawal Requests) do not
exceed the Permitted Capex Limit
for that month (excluding the amounts approved in the second condition (i.e.
that under (c)(ii)) of this clause); or


 


(ii)                          The
Facility Agent (acting in accordance with the instruction of the Majority Lenders) has approved the
withdrawal amount  that the Borrower has requested in its written
request (submitted at least 10 Business Days
before the intended withdrawal date), which should clearly state: separate
application for this once-off 


 


13

















 


withdrawal in the month
the amount is proposed.


 


Upon meeting the
conditions specified in clause 3.8.1 and 3.8.2, the Account Control Bank should, in accordance with the payment
instruction of the Capex Withdrawal Request
(i.e. the Special Capex Withdrawal Request
or General Capex Withdrawal Request),
directly pay the requested amount from the Onshore
Control Account to the Capex Payee
specified in the Capex Withdrawal Request.
However, if the Capex Payee is the
LHD Vendor, the Account Control Bank should directly pay
the requested amount to the LHD Vendor Joint
Account.


 


3.8.3  Permitted Capex Limit


 


(a)                        The Permitted
Capex Limit for each month is the sum of the following two items:


 


(i)                             The total amount of approved Capex permitted to be disbursed from the Onshore Control Account as stated in the Approved Capex Budget for the month, and


 


(ii)                          The Unused
Capex Limit from the previous month.


 


For the month of the Initial Utilisation Date under the Loan Contract, the Unused Capex Limit of the previous month is
zero.


 


(b)                       From the Initial Utilisation Date of the Loan Contract:


 


(i)                             If in a month, any amount has been withdrawn
and/or transferred from the Onshore Control
Account as per an Capex Withdrawal
Request (not including amounts withdrawn and/or transferred in
accordance with Clause 3.8.2(c)(ii)), the Borrower
shall be deemed to have used that amount of the Permitted Capex Limit for the month (within the Permitted Capex Limit for the month, the Borrower shall be deemed to first use the Unused Capex Limit from the previous month,
and then Capex available from the Onshore Control Account for the month as
specified in the Approved Capex Budget
for the month); and


 


(ii)                          If at the end of a month, there are still
unused amounts in the Permitted Capex Limit
(the portion described in 3.8.3(a)(i) 


 


14

















 


regarding the definition
of Permitted Capex Limit), that
unused portion shall be the Unused Capex
Limit for that month. For avoidance of misunderstanding, the unused
portion of the Permitted Capex Limit
for the month as described in 3.8.3(a)(ii) regarding the definition of Permitted Capex Limit shall not constitute
as part of the Unused Capex Limit
of the month.


 


3.9                                          Withdrawal for payments
under the Transaction Finance Document


 


With respect to the Borrower’s request for withdrawal from the Onshore Control Account to pay its matured Secured Onshore Obligations payable to the Facility Agent or any Swap Counterparty, upon meeting all the
following conditions, the Account Control
Bank should authorize the withdrawal:


 


(a)                        Conditions under Clause 3.2 (Basic withdrawal conditions), Clause 3.4 (Priority of withdrawal) and Clause 3.5 (Use of withdrawn funds);


 


(b)                       The Finance
Document Withdrawal Request properly completed by the Borrower as per the format and contents of
Attachment 5 (The Format of the Finance
Document Withdrawal Request).


 


Upon meeting the above
conditions, the Account Control Bank
should, in accordance with the payment instruction of the Finance Document Withdrawal Request,
directly pay the requested amount from the Onshore
Control Account to the Transaction
Finance Payee specified in the Finance
Document Withdrawal Request. If the Secured Onshore Debt should be paid to the Finance Parties, the Transaction Finance Payee should be the Facility Agent, and if the Secured Onshore Debt should be paid to any Swap Counterparty, then the Transaction Finance Payee should be the Swap Counterparty.


 


3.10                                    Withdrawal for dividends


 


With respect to the Borrower’s request for withdrawal from the Onshore Control Account to enable the Borrower to distribute dividends in cash to
the Parentco (i.e. International Petroleum Services Corporation 


 


15

















 


Limited), upon meeting
the following conditions, the Account Control
Bank should authorize the withdrawal:


 


(a)                        Conditions under Clause 3.2 (Basic withdrawal conditions), Clause 3.4 (Priority of withdrawal) and Clause 3.5 (Use of withdrawn funds);


 


(b)                       The Dividend
Withdrawal Request properly completed by the Borrower as per the format and contents of
Attachment 6 (The Format of Dividend
Withdrawal Request).


 


Upon meeting the above
conditions, the request amount shall be directly paid from the Onshore Control Account to the Parentco Controlled Account at Deutsche
Bank AG, Hong Kong Branch in the name of INTERNATIONAL PETROLEUM SERVICES
CORPORATION LIMITED, with an account number of 0016212-05-0.


 


3.11                                    Transfer to the Onshore
Cash Collateral Account


 


With respect to the Borrower’s request to transfer funds from
the Onshore Control Account to the
Onshore Cash Collateral Account,
upon meeting of the conditions of Clause 3.2 (Basic
withdrawal conditions), Clause 3.4 (Priority
of withdrawal) and Clause 3.5 (Use
of withdrawn funds) and presenting of the transfer request properly
completed by the Borrower as per
the format and contents of Attachment 7 (The
Format of Transfer Request), the Account
Control Bank should authorize the withdrawal. Upon meeting the above
conditions, the Account Control Bank
should, in accordance with the payment instruction of the Transfer Request, directly transfer the
amount from the Onshore Control Account
to the Onshore Cash Collateral Account.


 


3.12                                    Transfer to the Onshore
RMB DSRA Account


 


With respect to the Borrower’s request to transfer funds to the
Onshore RMB DSRA Account, upon
meeting of the conditions of Clause 3.2 (Basic
withdrawal conditions), Clause 3.4 (Priority
of withdrawal) and Clause 3.5 (Use
of withdrawn funds) and presenting of the transfer request properly
completed by the Borrower as per
the format and contents of Attachment  7
(The Format of Transfer Request),
the Account Control Bank should
authorize the withdrawal. Upon meeting of the 


 


16

















 


above conditions, the Account Control Bank should, in accordance
with the payment instruction of the Transfer
Request, directly pay the amount from the Onshore Control Account to the Onshore RMB DSRA Account.


 


3.13                                    Control


 


(a)                        The Account
Control Bank should, within 10 Business
Days from the end of every month, provide the Account Statement of that month for the Onshore Control Account to the Facility Agent and the Security Agent.


 


(b)                       Without prejudice to the foregoing
paragraph, the Account Control Bank
should state clearly in the Account
Statement for Onshore Control Account of the month that
ends on the last day of the Calculation period:
the total of all amounts deposited into the Onshore
Control Account during the Calculation
Period, and whether the total is smaller than 60% of the expected
cash inflow of the Borrower in the
Calculation Period as set out in
the Base Case Model.


 


(c)                        The Calculation
Period refers to every two months of a continuous period. The first Calculation Period starts on the first day
of the month immediately after the month of the Initial Utilisation Date of the Loan Contract (i.e. the Starting
Calendar Month), and ends on the last day of the month immediately
after the Starting Calendar Month.
Subsequently, every Calculation Period
starts on the day following the last day of the previous Calculation Period.


 


3.14                                    The Facility
Agent should pass to the Account
Control Bank, no later than the day before the Initial Utilisation Date, a Base Model of the Lenders group and the Approved Opex Budget and Approve Capex Budget for the Initial Budget Period, and within 2 Business Days after every approval of the Opex (non-Project
Capex) budget and Capex
budget (including any revisions to the budget, if any) of the Borrower, present to the Account Control Bank an Approved Opex Budget and an Approved Capex Budget.


 


17

















 


3.15                                    The Facility
Agent should present to the Account
Control Bank, no later than the day before the Initial Utilisation Date of the Loan Contract, the Financed LHD Acquisition Agreement and the Power Hydraulics Financed LHD Supply Contract,
and the Upcoming LHD Acquisition Agreement
and the Power Hydraulics Upcoming LHD Supply
Contract.


 


4                                                  Onshore USD Project
Account and Onshore RMB Project Account


 


4.1                                          Basic withdrawal
conditions


 


Subject to the provisions
of Clause 4.2 (Withdrawal when an event of
default occurs) below, the Borrower
can only apply to withdraw funds from the Onshore
USD Project Account and the Onshore
RMB Project Account (collectively referred to as the Onshore Project Accounts) in accordance
with the provisions in clauses from Clause 4.3 (Withdrawal in connection with Transaction Expenses) to
Clause 4.7 (Withdrawal from the Onshore RMB
Project Account/the unused balance), and all withdrawals, transfers
or other instructions in connection with Onshore
Project Accounts must have written authorization.


 


4.2                                          Withdrawal when an event
of default occurs


 


(a)                        If an event of default occurs and is
continuing, with the instruction of the relevant Secured Party or Secured
Parties in accordance with the Security
Trust Deed, the Security Agent
has the right to notify the Account Control
Bank that: without the instruction of the Security Agent (acting as per the instruction of the relevant Secured Party or Secured Parties in accordance of the Security Trust Deed) to the Account Control Bank, no amount in the Onshore Project Accounts can be withdrawn
or transferred.


 


(b)                       Upon receipt by the Account Control Bank of the above
notification from the Security Agent,
without the instruction of the Security Agent
(acting as per instruction of the relevant Secured
Party or Secured Parties
in accordance with the Security Trust Deed),
no amount in the Onshore Project Accounts
can be withdrawn or transferred, and the Account
Control Bank shall not accept any instruction from the Borrower or any other parties (other than
the 


 


18

















 


Security
Agent) in
connection with the Onshore Project Accounts,
nor act accordingly.


 


4.3                                          Withdrawals in
connection with Transaction Expenses


 


(a)                        Within 10 Business Days of the Initial
Utilisation Date of the Loan
Contract, the Borrower
should, at least 3 Business Days
in advance, properly fill out the Transaction
Expense Withdrawal Request and notify the Account Control Bank (and also cc the notification to the Facility Agent and the Security Agent) to apply to the Account Control Bank for authorization to
withdraw funds from the Onshore USD Project
Account to pay the Calculation
Agent, Facility Agent, Security Agent and Arranger all costs and expenses reasonably
incurred (including but not limited to legal expenses) that become due and
payable on or around the Initial Utilisation
Date.


 


(b)                       Subject to Clause 3.4 (Withdrawal when an event of default occurs),
if after properly completing the Transaction
Expense Withdrawal Request by the Borrower
as per the format and contents of Attachment 8 (The Format of Transaction Expense Withdrawal Request) and
when such withdrawal is made, the balance of the Onshore USD Project Account is no smaller than the DSRA Amount at the time, the Security Agent (acting in accordance with
the instruction of the Instructing Group
(the Instructing Group referred to in the Security
Trust Deed)) should issue the instruction to the Account Control Bank on whether the amount
can be withdrawn, and if positive, the amount shall be directly paid from the Onshore USD Project Account to the account
specified in the Transaction Expense
Withdrawal Request.


 


4.4                                          Withdrawals in
connection with interest payment 


 


(a)                        The Borrower should, at least 3 Business Days in advance, properly fill out
the USD Account Withdrawal Request
and notify the Account Control Bank
in writing (and also cc the notification to the Facility Agent and Security
Agent) to apply to the Account
Control Bank for authorization to withdraw funds from the Onshore 


 


19

















 


USD Project Account to pay, on the last
day of the first Interest Period
in connection with the first Loan,
interests on any Loans that become
due and payable at the time.


 


(b)                       Subject to
the Clause 4.2 (Withdrawal when an event of
default occurs), upon presenting by the Borrower the USD Account
Withdrawal Request properly filled out as per Attachment 9 (The Format of USD Account Withdrawal Request),
the Account Control Bank should
authorize the withdrawal. The requested amount should be paid directly from the
Onshore USD Project Account to the
account specified in the USD Account
Withdrawal Request.


 


4.5                                          Withdrawal or transfer of the Onshore USD Project Account


 


(a)                        Upon
disbursement of any Loan to the Onshore USD Project Account as per the Loan Contract, the Borrower should ensure that:


 


(i)                             Firstly,
if it is the first Loan, it sets
aside the DSRA Amount (based on
the notification of the Facility Agent)
for the first Interest Period for
the purpose of Clause 4.4(a). This amount is not to be used before the first Interest Payment Date;


 


(ii)                          Secondly,
if it is the first Loan, it sets
aside the amount described in Clause 4.3 (Withdrawal
in connection with Transaction Expenses) for covering the expenses
described in Clause 4.3 (Withdrawal in
connection with Transaction Expenses);


 


(iii)                       Thirdly,
with the approval of relevant foreign exchange authorities, it converts the
amount approved by relevant foreign exchange authorities out of the balance of
the Onshore USD Project Account
(after appropriation of the two amounts as described above in this clause) to
Renminbi and pays the amount to the Onshore
RMB Project Account.


 


(b)                       The
Borrower should, at least 3 Business Days
in advance, properly fill out the USD Account
Withdrawal Request and notify the Account
Control Bank in writing (and also cc the notification to the Facility Agent and the Security Agent) to apply to the Account


 


20














 


Control
Bank for
authorization to withdraw funds from the Onshore
USD Project Account to cover the amounts under the Clause
4.5(a)(iii).


 


(c)                        Subject to Clause 4.2 (Withdrawal when an event of default occurs),
if the Borrower has properly
filled out the USD Account Withdrawal Request
as per the format and contents of Attachment 9 (The Format of USD Account Withdrawal Request) and (should
the withdrawal is made on or before the last day of the first Interest Period of the first Loan) the balance of the Onshore USD Project Account is no smaller
than the DSRA Amount after the
withdrawal, the Account Control Bank
should authorize the withdrawal.


 


(d)                       The requested amount should, after
conversion by the Account Control Bank,
be paid directly from the Onshore USD Project
Account to the Onshore RMB Project
Account.


 


4.6                                          Withdrawal of the
Onshore RMB Project Account/the Approved Project Capex Schedule


 


The Borrower should, at least 3 Business Days in advance, properly fill out
the Project Capex Withdrawal Request
and notify the Account Control Bank
in writing (and also cc the notification to the Facility Agent and the Security
Agent) to apply to the Account
Control Bank for authorization to withdraw funds from the Onshore RMB Project Account to pay the Project Capex.


 


Subject to Clause 4.2 (Withdrawal when an even of default occurs),
upon meeting the following conditions, the Account
Control Bank should authorize the withdrawal:


 


(a)                        The Borrower
properly fills out the Project Capex
Withdrawal Request as per the format and contents of Attachment 10 (The Format of Project Capex Withdrawal Request);


 


(b)                       Submit the following invoices at the same
time of the Project Capex Withdrawal Request
is made:


 


(i)                             The invoice issued by LHD Vendor to the Borrower pertaining 


 


21

















 


to the Financed LHD Acquisition Agreement or Upcoming LHD Acquisition Agreement, with an
invoice amount of no less than the requested withdrawal amount; and


 


(ii)                         Invoice(s) issued by Power
Hydraulics to the LHD Vendor with
an invoice amount of no smaller than the requested withdrawal amount or an
equivalent amount in US dollars, which should pertain to the Power Hydraulics Financed LHD Supply Contract
(under which invoices pertaining to the Financed
LHD Acquisition Agreement as described in Clause (b)(i) above
should be submitted) or the Power Hydraulics
Upcoming LHD Supply Contract (under which invoices pertaining to the
Upcoming LHD Acquisition Agreement
as described in Clause (b)(i) above should be submitted); and


 


(c)                        Either of the following two conditions:


 


(i)                            The requested withdrawal amount and the
sum of all other amounts already withdrawn and/or requested to be withdrawn in
the month of the requested withdrawal from the Onshore RMB Project Account and from the Onshore Control Account as per the Special Capex Withdrawal Requests
(excluding the withdrawal amount approved in the second provision (i.e. as per
Clause (c)(ii) and the amount approved as per Clause 3.8.1(d)(ii)) do not
exceed the Permitted Project Capex Limit
for the month of the requested withdrawal; or


 


(ii)                         The Facility
Agent (acting in accordance with the instruction of the Majority Lenders) has approved the
requested withdrawal amount as per the Borrower’s
written request (made at least 10 Business
Days before the requested withdrawal date), which should state
clearly: separate application for this once-off withdrawal in the month the
amount is proposed.


 


The withdrawn amount should be paid directly from the Onshore RMB Project Account to the LHD Vendor Joint Account.


 


22

















 


4.7                                          Withdrawal of the
Onshore RMB Project Account/the unused balance


 


Subject to Clause 4.2 (Withdrawal when an event of default occurs), upon completion
of all payments (not the payments under the Approved
Project Capex Schedule for a certain month) under the Approved Project Capex Schedule (the Capex schedule in a pre-agreed format
listing the Capex payable to LHD Vendor for LHD Units purchased under the Financed LHD Acquisition Agreement or to be purchased under
the Upcoming LHD Acquisition Agreement),
if there is still a credit balance in the Onshore
RMB Project Account, the Borrower
should request the Account Control Bank
to transfer that balance to the Onshore
Control Account and cancel the Onshore
RMB Project Account.


 


4.8                                          Permitted Project Capex
Limit


 


(a)                        The Permitted
Project Capex Limit for a month is the sum of the following items:


 


(i)                            The total amount of the Project Capex for that month as set out in
the Approved Project Capex Schedule,
and


 


(ii)                         The Unused
Project Limit from the previous month.


 


For the month of the Initial Utilisaiton Date of the Loan Contract, the Unused Project Capex Limit of the previous
month is zero.


 


(b)                       From the
Initial Utilisation Date:


 


(i)                            If in a month, any amount has been
withdrawn and/or transferred from the Onshore
RMB Project Account as per Project
Capex Withdrawal Requests (not including amounts withdrawn and/or
transferred in accordance with Clause 4.6(c)(ii)), and/or any amount has been
withdrawn and/or transferred from the Onshore
Control Account in that month as per Special Capex Withdrawal Requests (not including amounts
withdrawn and/or transferred in accordance with Clause 3.8.1(d)(ii)), the Borrower shall be deemed to have used that
amount of the Permitted Project Capex Limit
for the month; and


 


(ii)                         If at the end of the month, there is
still unused amount in the Permitted Project
Capex Limit (as per Clause 4.8(b)(i)), the 


 


23

















 


 


unused amount shall be
the Unused Project Capex Limit of
that month.


 


(iii)                      For avoidance of misunderstanding, the Unused Project Capex Limit of a month can
be used in the following month.


 


4.9                                          Control


 


The Account Control
Bank should, within 10 Business
Days from the end of every month, provide the Account Statement on the Onshore Project Account to the Facility Agent and the Security Agent.


 


4.10                                    The Facility
Agent should, no later than the day before the Initial Utilisation Date of the Loan Contract, provide an Approved Project Capex Schedule to the Account Control Bank.


 


5                                                  Onshore Cash Collateral
Account


 


5.1                                          Sole authority


 


The Security Agent
has the sole authority over the Onshore Cash
Collateral Account, and any withdrawal, transfer or other instruction
in connection with that account must have the written instruction from the Security Agent (acting in accordance with
the instruction of the Instructing Group)
without the need for the Borrower’s
instruction.


 


5.2                                          Deposits


 


(a)                        The Borrower
should, 6 months after the Initial
Utilisation Date of the Loan
Contract or before that time, deposit RMB 25 million (RMB
twenty-five million) to the Onshore Cash
Collateral Account; in addition, 9 months after the Initial Utilisation Date or before that
time, the Borrower should make
another deposit of no less than RMB 25 million (RMB twenty-five million) to the
Onshore Cash Collateral Account;


 


(b)                       The Account
Control Bank should, upon the end of the 6 months or the 9 months
from the Initial Utilisation Date
of the Loan Contract, immediately
notify the Facility Agent and the Security Agent whether the amounts as
described in paragraph (a) above have been deposited 


 


24

















 


 


before 3pm, Tianjin Time,
upon the end of the 6 months or the 9 months after the Initial Utilisation Date.


 


5.3                                          Withdrawal


 


(a)                        Without limiting the rights of the Security Agent under the Security Documents, if there is no Event of Default occurring or continuing
and the total amount deposited into the Onshore
Cash Collateral Account as per Clause 5.2 (Deposits) is not less than the minimum
amount required on the date after 9 months from the Initial Utilisation Date of the Loan Contract, when the Borrower
makes an early prepayment using funds other than those from Onshore Cash Collateral Account as per
Clause 8.5 (Voluntary early repayment)
of the Loan Contract, it may, at
least 3 Business Days in advance,
notify the Security Agent to apply
to the Security Agent for
permission to withdraw from the Onshore Cash
Collateral Account, for the purpose of early repayment, an
equivalent amount in Renminbi of no more than 15% of the early repayment
amount.


 


(b)                       The Security
Agent (acting in accordance with the instruction of the Instructing Group) should agree to the
withdrawal of such an amount by the Borrower
from the Onshore Cash Collateral Account,
and the withdrawn amount should be paid to the account designated by the Facility Agent.


 


5.4                                          Pledge


 


(a)                        Upon depositing any amount in the Onshore Cash Collateral Account, the Borrower should, on the date of the
deposit, save the amount in a 60-month time deposit; for the purpose of placing
that deposit as collateral to the Secured
Parties, the Security Agent,
on behalf of the Secured Parties,
entrusts the Borrower and the Account Control Bank to set up the
certificate of deposit. The Borrower
should, on the date of the deposit, apply to the Account Control Bank to issue a certificate of deposit for
that deposit; within 2 Business Days
upon accepting the Borrower’s application,
the Account Control Bank should
issue the certificate of deposit for that deposit.


 


25

















 


(b)                       If for the purpose of early repayment,
the Borrower needs to withdraw
funds from the Onshore Cash Collateral
Account, it should, 3 Business
Days in advance, apply to the Security
Agent and request the Security
Agent for permission to withdraw the amount in advance (if the
certificate of deposit has not matured).


 


(c)                        If any amount is withdrawn from the
certificate of deposit, for the purpose of placing the remaining balance of
that certificate of deposit as pledge to the Secured
Parties, the Security Agent,
on behalf of the Secured Parties,
entrusts the Borrower and the Account Control Bank to set up new certificates
of deposit. The Borrower should,
on the day of the withdrawal, apply to the Account
Control Bank to set up new certificates of deposit for the
balance(s) of the one certificate of deposit or those from which amounts
have been withdrawn, and pledge the new certificate(s) of deposit to the Security Agent; within 2 Business Days upon accepting the Borrower’s application, the Account Control Bank should re-issue
certificate(s) of deposit for the balance(s). The above operations should
be in accordance with the Account Control
Bank’s internal management requirements with which the Borrower
should comply.


 


(d)                       In the Control
Period as described in Clause 2.5 (Control
Period) of the Agreement above, the Account Control Bank shall manage, in the interest and on
behalf of the Security Agent and
free of charge, the certificates of deposit described in Clause 5.4 (Pledge); upon request of the Security Agent, the Account Control Bank shall immediately hand
over the originals of the certificates of deposit to the Security Agent. The Account Control Bank should send to the Security Agent the scanned copies of the
certificates of deposit on a regular basis.


 


(e)                        Any interests on the certificates of
deposit shall be deposited in the Onshore Control Account.


 


5.5                                          Control


 


The Account Control
Bank shall, within 10 Business
Days from the end of every month, submit the Account Statement on the Onshore Cash 


 


26

















 


 


Collateral Account for the month (including the balance of
every certificate of deposit) to the Facility
Agent and the Security Agent.


 


6                                                  Onshore RMB Debt Service
Reserve Account


 


6.1                                          Deposit


 


The Borrower
should, as per the Facility Agent’s
requirements with respect to the time and amount, apply to the Account Control Bank for transfer of funds
from the Onshore Control Account
or the Borrower’s non-control
account(s) to the Onshore RMB DSRA
Account. In determining and notifying the Borrower of the amount of the transfer, the Facility Agent shall use the result of the
multiplication of the DSRA Amount
(i.e. the DSRA Amount as defined in the Loan
Contract) and the applicable DSRA
Determination Exchange Rate (i.e. the DSRA Determination Exchange
Rate as defined in the Loan Contract).


 


6.2                                          Sole authority


 


The Security Agent
has the sole authority over the Onshore RMB
DSRA Account, and any withdrawal, transfer or other instruction in
connection with this account shall have the written instruction of the Security Agent (acting in accordance with
the instruction of the Instructing Group),
without the need of any instruction from the Borrower.


 


6.3                                          Withdrawal


 


Without limiting the rights of the Security Agent under the Security Documents, the Security Agent may, from time to time, use
the credit balance of the Onshore RMB DSRA
Account to pay any amounts due but not paid under the Transaction Finance Document.


 


7                                                  Payment and currency
exchange


 


7.1                                        The Borrower
agrees that outward payments from the Controlled
Accounts under the Agreement
shall be made through telegraphic transfer unless telegraphic transfer is
unavailable.


 


7.2                                        If a withdrawal is made, as per the
provisions of the Agreement, from
any Controlled Account to pay a
payable amount which is denominated in a 


 


27

















 


currency other than the
one in which the Controlled Account
is denominated, the Account Control Bank
has the right to convert the amount withdrawn from the Controlled Account to the currency in which
the payable amount is denominated at the applicable exchange rate at the time
of conversion, the exchange gain or loss shall be assumed by the Borrower, and the amount received by the
payee should be the amount required in the payment instruction.


 


8                                                  The Borrower’s
Representations and Warranties


 


8.1                                        The representations and warranties made
by the Borrower under the Loan Contract are deemed made again on the
date of signing of the Agreement.


 


8.2                                        The Borrower
also warrants to the Security Agent
that its representations and warranties shall remain truthful and accurate at
any time during the effective term of the Agreement
on the basis of the facts and circumstances of the time (unless such
representations and warranties, as the context indicates, apply only to a
particular point of time.


 


9                                                  The Borrower’s
Commitments


 


9.1                                        The Borrower
hereby commits to the Security Agent that
during the Control Period, it
shall:


 


(a)                        Maintain its existence and operating
activities;


 


(b)                       Immediately notify the Facility Agent and the Security Agent of any account(s) it
opens other than the Controlled Accounts;


 


(c)                        Maintain the adequacy and validity of its
legal person status, authority and powers as a wholly foreign owned enterprise;


 


(d)                       Comply with all relevant laws;


 


(e)                        Obtain, in accordance with relevant laws,
all necessary authority, approvals, consent, certifications and permissions
from relevant government authorities, and maintain their adequacy and validity;


 


28

















 


(f)                          Maintain all authority, approvals and
permissions necessary under the Agreement;
in the event other authority or permissions are required under the Agreement, take immediate actions to
acquire and maintain such authority or permissions.


 


(g)                       Accept the monitoring and control of the Controlled Accounts by the Security Agent and the Account Control Bank;


 


(h)                       Other than in accordance with the account
control and Pledge over Deposit Certificate
under the Agreement, without the
written permission of the Facility Agent
(in accordance with the Security Trust Deed),
not set up any pledge or other third-party interests on the Controlled Accounts (including but not
limited to the controlled accounts);


 


(i)                           Fully observe and fulfill the provisions
of the Agreement;


 


(j)                           Entrust the Account Control Bank to handle its payments and settlements
under the Controlled Accounts;


 


(k)                        As per reasonable requirements of the Security Agent, provide to the Security Agent all of its relevant
information, including but not limited to its financial and business
performance;


 


(l)                           Pay account control fees in full on time
in accordance with the agreement with the Account
Control Bank;


 


(m)                     Notify the Security
Agent in a timely manner in the event of the following
circumstances, including the state of the events, the nature of the events and
the measures taken or to be taken:


 


(i)                            Involvement in any litigation or  arbitration proceedings that may have Material Adverse Effect;


 


(ii)                         Occurrence of an Event of Default;


 


(iii)                      Receipt of any notifications, orders,
rulings, decisions or other documents in connection with the Controlled Accounts from Chinese
administrative authorities, judicial authorities or arbitrary bodies;


 


29

















 


(iv)                      Changes of laws and regulations that may
have Material Adverse Effect on the Borrower; or


 


(v)                         Other information reasonably required by
the Security Agent.


 


10                                           Representations and
Warranties of the Account Control Bank


 


10.1                                  The Account
Control Bank makes the following representations and warranties to
the Securities Agent:


 


(a)                        It is a bank duly organized and validly
existing under the laws of China,
and in accordance with relevant laws, it has already performed all necessary
procedures and obtained relevant registrations and approvals for it to own
assets and conduct businesses;


 


(b)                       It has been fully authorized to sign this
Agreement and perform and observe
the obligations under the Agreement;
it has taken and completed all legal actions or procedures for its authorized
signatory to sign the Agreement;


 


(c)                        The Agreement
has been duly signed and delivered by the bank; upon entering into force, the Agreement, in accordance with the terms and
conditions under the Agreement,
constitutes legal, valid and enforceable obligations of the Account Control Bank;


 


(d)                       Its signing, delivery and performance of
the Agreement do not and will not
violate: (i) any provisions of its organizing documents; (ii) any
laws, regulations, orders or any governmental bodies’ authorizations or
approvals; or (iii) any agreements, contracts or other documents to which
it is a party or which is or may be binding on it or its assets;


 


(e)                        It has been and is operating lawfully;


 


(f)                          To its knowledge, as of the date of
signing of the Agreement, there is
no court attachment, court enforcement, distraint, dequestration, seizure or
expropriation by administrative authorities, or any civil or criminal
litigations or administrative penalties of any
Controlled Accounts or in connection with any Controlled Accounts;


 


30






 










 


(g)                       To its knowledge, other than the Agreement and the Pledge over Deposit Certificate, there is
no other restrictions, controls or collaterals over the Controlled Accounts (except the
restrictions or controls as a result of the mandatory orders binding on it from
judicial or administrative authorities or foreign exchange administrative
bodies, which, to its knowledge, do not exist as of the date of signing of the Agreement);


 


(h)                       To its knowledge, the Controlled Accounts may, legally in
accordance with the Agreement and
the Pledge over Deposit Certificate,
be placed under control or as pledge (except in the event when the control can
not be implemented or the pledge maintained as a result of mandatory orders
binding on it from judicial or administrative authorities or foreign exchange
administrative bodies, which, to its knowledge, do not exist as of the date of
signing of the Agreement);


 


(i)                           Its signing of the Agreement, exercising of rights under the Agreement and performance of obligations
under the Agreement constitute
private and commercial acts performed for private and commercial purposes, and
is entitled to or will claim any right of immunity in its jurisdiction of
incorporation from suit, execution, attachment or from any other legal process
with respect to this Agreement.


 


(j)                           It is not insolvent;


 


(k)                        There is no litigation, arbitration,
administrative proceeding or claim that threatens the Account Control Bank or any of its assets
and will have Material Adverse Effect on the financial position, operations of
the Account Control Bank or its
performance or observation of obligations under the Agreement;


 


(l)                           All information and material it provides
to the Security Agent as per the Agreement are truthful, accurate, complete and
not misleading in any aspect, and all photocopies and facsimiles of documents
and materials provided by the Account Control Bank conform to their originals.


 


31

















 


10.2                                    The Account
Control Bank also warrants to the
Security Agent that its representations and warranties shall remain
true and accurate in any and all respects for the entire valid term of the Agreement.


 


10.3                                    The Account
Control Bank warrants to perform its control obligations as agreed
under the Agreement, but the Account Control Bank has the right to
refuse to perform the obligations if its performance of the Agreement may result in violation of
relevant laws or regulations or other administrative policies of China; the Account Control Bank should notify the Security Agent within 1 Business Day after the event that causes it
to refuse to perform its obligations.


 


10.4                                    The Account
Control Bank warrants to perform its control obligations as required
under the Agreement on the
condition that if the receipt and payment, transfer in foreign currencies or
remittance on any of the Controlled Accounts
is subject to approval of foreign exchange regulatory authorities, the Account Control Bank must obtain such
approvals before it can proceed with the receipt and payment, transfer and
remittance of the Controlled Accounts.


 


11                                           The Role of the Account
Control Bank


 


11.1                                  The Account Control Bank shall:


 


(a)                        Control the funds of the Controlled Accounts as required under the Agreement, assist the Security Agent to examine, monitor and
analyze the Borrower, including
but not limited the Borrower’s
cash flows and repayment ability, and process in a timely manner the payments
and settlements of the Borrower
and/or the Security Agent under
the Controlled Accounts as per the
instruction of the Security Agent;


 


(b)                       Designate specific departments and staff
members to take care of the matters under the Agreement,
set up archives for business activities under the Agreement, and properly file and archive the originals and
copies of all funds withdrawal requests and relevant documents and
certificates/notifications/permits provided by the Borrower, the original supporting documents for funds
transfers and other materials;


 


32

















 


(c)                        In case of the following events or
situations, immediately notify the Security Agent and follow its instructions
to take relevant actions:


 


(i)             Violation of the provisions of the Agreement by the Borrower;


 


(ii)          The distraint, sequestration, freezing, seizure,
expropriation of or other compulsory measures taken against any Controlled Accounts, or any existing or
potential civil or criminal litigations or administrative sanctions in
connection with any Controlled Accounts
that it knows or should know;


 


(iii)       Any contract or agreement signed by the Borrower that it knows or should know that
imposes restrictions or control over the Controlled
Accounts or places the Controlled
Accounts as pledge; or


 


(iv)      Any other events or situations that it know or should
know that have Material Adverse Effect on
the Controlled Accounts and/or the
Borrower.


 


11.2                                  Except as per the Agreement or with the consent of the Security Agent, the Account Control Bank must not withdraw,
transfer, set off, deduct, dispose or allow others to withdraw, transfer or
dispose funds in the Controlled Accounts.


 


11.3                                  The Account
Control Bank should maintain its valid existence in good standing
during the Control Period, and if
the Account Control Bank or its
regulatory authorities institute administrative or legal procedures for the
receivership, bankruptcy or liquidation of the Account Control Bank, or its creditors start administrative or
legal procedures for the receivership, bankruptcy or liquidation of the Account Control Bank that have been
accepted or have not been rejected within 30 days, or there are other events or
situations that may have Material Adverse
Effect on the Controlled Account
or the ability of the Account Control Bank
to perform any of its obligation or responsibility under the Agreement, the Account Control Bank should immediately notify the Security Agent and follow the instructions
of the Security Agent to take
relevant measures.


 


33

















 


11.4                                  The parties agree that the performance of
obligations under the Agreement by
the Account Control Bank shall be
subject to the mandatory orders of Chinese judicial or administrative
authorities that are binding on the bank, including but not limited to
mandatory orders of such judicial or administrative authorities with respect to
the inquiry, freezing or deduction/transfer of any account or the
notifications, requirements or instructions of foreign exchange administrative
bodies.


 


11.5                                  In the event of situations specified in
Clause 4.3 (Withdrawals in connection with
Transaction Expenses), Clause 5.3 (Withdrawals),
Clause 5.4 (Pledge) and Clause
6.3 (Withdrawal) of the Agreement, or situations not clearly
defined in the Agreement, the Account Control Bank shall require the Security Agent to give relevant instructions,
and carefully and faithfully perform its duties by following the instruction of
the Security Agent.


 


12                                           Confidentiality


 


12.1                                  All parties to this Agreement should maintain confidentiality
of any information they receive in connection with the Transaction Finance Documents.


 


12.2                                  The Borrower/Account Control Bank agrees that the Security Agent/Facility Agent has the right to disclose such information in
the following circumstances:


 


(a)                        Disclosure of information that is known
to the public not as a result of violation of the provisions of the Agreement
by the Security Agent/Facility Agent.


 


(b)                       Disclosure in the course of any legal or
arbitrary proceedings;


 


(c)                        Disclosure required by any laws and
regulations;


 


(d)                       Disclosure to the government, trust industry,
banking industry, foreign exchange administration, tax or other regulatory
authorities, tribunals or courts;


 


34

















 


(e)                        Disclosure to the professional advisory
bodies engaged by it (including but not limited to the lawyers and financial
advisors);


 


(f)                          Disclosure to the Secured Parties or their Affiliates, or the officers, board
directors, employees or professional advisory bodies of the Secured Parties or their Affiliates for purposes in connection with the
exercise of its rights and/or performance of its obligations under any Transaction Finance Documents.


 


(g)                       Disclosure within the scope set out in
Clause 12.4 below, and/or within the scope permissible under the Security Trust Deed and/or Loan Contract;


 


(h)                       Disclosure with the consent of the
Borrower.


 


12.3                                  The Security
Agent agrees that the Borrower/Account Control Bank has the right to
disclose information in the following circumstances:


 


(a)                        Disclosure of information that is known
to the public not as a result of violation of the provisions of the Agreement
by the Borrower/Account Control Bank;


 


(b)                       Disclosure in the course of any legal or
arbitrary proceedings;


 


(c)                        Disclosure required by any laws and
regulations;


 


(d)                       Disclosure to governmental bodies or a
court of justice;


 


(e)                        Disclosure with the consent of the Security Agent.


 


12.4                                  With respect to any assignment, transfer,
participation, transfer of participation ,
securitization, hedging or other agreements and arrangements concerning the Loan Contract or the Borrower that the Facility Agent may enter into or has
entered into or any payments under such agreements or arrangements, if it is
necessary to use the Transaction Finance
Documents as reference, the Facility
Agent may disclose the following information to relevant parties:


 


(a)                        Any Transaction Finance Documents;


 


35

















 


(b)                       Any
information under the Transaction Finance
Documents or in connection with the Transaction Finance Documents that the Facility Agent has already acquired.


 


However, before any
confidential information is made available to such relevant parties, they must
commit to the Facility Agent to
maintain confidentiality of such information, or sign confidential commitment
with the Facility Agent.


 


12.5                                  This
Clause shall supersede any confidentiality commitments made in connection with
the Agreement (other than the Security Trust Deed and/or Loan Contract) before the signing of the Agreement.


 


13                                           Fees and Other Expenses for the Account Control Bank


 


13.1                                  The Borrower should pay the account control
fees for the Control Period as
described in Clause 2.5 (Control Period)
to the Account Control Bank on an
annual basis at RMB 400,000 per year (which shall be 365 days) (or
proportionally based on the calendar days of the actual control if the period
is less than a year) for all Controlled
Accounts set up under the Agreement
in the Account Control Bank. The
account control fees for the first account control year shall be calculated
from the date of signing of the Agreement.


 


13.2                                  The above
account control fees shall be paid by the Borrower
to a bank account designated by the Account
Control Bank from time to time within 10 Business Days after the beginning of each calendar year using
a method acceptable to the Account Control
Bank. However, the account control fees for the first account
control year shall be paid by the Borrower
within 30 Business Days upon
opening of any Controlled Account
to a bank account designated by the Account
Control Bank from time to time using a method acceptable to the Account Control Bank. If funds need to be
withdrawn from the Onshore Control Account
to pay the above account control fees, the Borrower
should, in accordance with the requirements of Clause 3.6 (Withdrawals in connection with Operating Expenditures)
of the Agreement, pay the relevant
amount from the Onshore Control Account
by submitting an Opex Withdrawal Request.
For avoidance of misunderstanding, the Borrower
cannot pay account control fees 


 


36

















 


from any other Controlled Accounts other than the Onshore Control Account.


 


13.3                                  Other than
under Clause 13.4 of the Agreement,
the Account Control Bank hereby
irrevocably waive its rights to receive, by setting off or any other methods,
the account control fees from the remaining balance of any Controlled Account or the rights to receive
compensation for the account control fees.


 


13.4                                  In the
event the Borrower fails to pay
the account control fees as agreed, the Account
Control Bank shall notify the Security
Agent to seek assistance; if the Borrower
fails to pay the account control fees within 90 days after the beginning of
each calendar year, the Account Control Bank
shall automatically deduct the unpaid account control fees from the Onshore Control Account and immediately
notify the Security Agent.


 


13.5                                  The Account Control Bank has the right to
receive fees from the Borrower for
payment, settlement and currency exchange services under the Agreement or in connection with the Agreement at the applicable rates for
similar services it provides from time to time, and has the right to deduct
such service fees from the Controlled Accounts
(other than the Onshore Cash Collateral
Account).


 


14                                           The Security Agent’s Right of Compensation


 


14.1                          The Borrower should, within 3 Business Days upon request, make
compensations to the Security Agent
or its agents, board directors, management and employees for costs, losses or
liabilities to the Security Agent
as a result of the following causes:


 


(a)                          Investigations
of any events that the Security Agent
considers a violation of the Agreement;


 


(b)                         Acting in
reliance of any notification, request or instruction the Security Agent considers to be true,
accurate and duly authorized.


 


14.2                          The Borrower should immediately make compensations to the Security Agent or its agents, board
directors, management and employees for costs, losses or liabilities as a
result of the following:


 


37

















 


(a)                          The acquisition,
holding, maintenance or execution of Transaction Security;


 


(b)                         The
exercise by the Security Agent or
its designated representatives of any rights, powers, right of independent
decision-making or right of remedy to which the Security Agent or its designated representatives are entitled
under any Finance Documents or any
laws; and


 


(c)                          Breach of
obligations or commitments under any Finance
Documents by any Obligor
under the Loan Contracts.


 


14.3                          The Security Agent has the right to, before
distribution by the Secured Parties,
use the Charged Property to
compensate itself, and has the right to pay and retain all amounts until its
right of compensation under Clause 14 (The
Security Agent’s Right of Compensation) has been satisfied.


 


14.4                          The
validity of Clause 14 (The Security Agent’s
Right of Compensation) shall not be affected by the termination of
any Finance Documents.


 


15                                           Breach and Remedies


 


15.1                                  In the
event of any Event of Default
under the Loan Contracts, the Security Agent (acting in accordance with
the instructions of the Instructing Group)
may exercise any or all remedies in accordance with relevant provisions of the Transaction Finance Documents, and the Account Control Bank should take
corresponding measures regarding the
Controlled Accounts in accordance with the instructions of the Security Agent, including but not limited
to stopping outward payments from the Controlled
Accounts, or following the instructions of the Security Agent to pay the balances of the Controlled Accounts to the account(s) designated
by the Security Agent, while the Borrower hereby irrevocably authorizes the Account Control Bank to take such measures.


 


15.2                                  If the Account Control Bank fails to perform any
provisions of the Agreement in
accordance with requirements of the Agreement,
without affecting other rights and remedies of the Security Agent under the Chinese laws, the Security Agent (acting in accordance with
the instructions of the Instructing Group)
has the right to replace the Account Control
Bank at its discretion, and for this purpose, the 


 


38

















 


 


Account Control Bank and the Borrower should sign all necessary
documents and take all necessary actions.


 


16                                           Communication of Notifications and Documents


 


16.1                                  Unless specified
otherwise, any notification in connection with the Agreement shall be made in writing and may be sent through
facsimile, email or postal mail. If sent through facsimile, the delivery is
deemed done upon the receipt by the addressee of clearly readable documents
sent through facsimile; if by email, the delivery time shall be the send time
recorded on the mail send server; if by post, the delivery is deemed done upon
the notification being placed at the relevant address or 5 Business Days after the notification is
deposited into the mailbox in a pre-paid envelope with clearly marked address.


 


16.2                                  For
avoidance of misunderstanding, the parties agree that only the scanned copies
of account statements and the deposit certificates as described in Clause 5.4 (Pledge) of the Agreement may be sent
through email, and other notifications or documents must be sent through
facsimile or postal mail. The instructions or requests made any party in
accordance with the Agreement must
be signed by authorized signatories and sent through facsimile or post mail. In
a time of an emergency, the parties may send instructions or requests through
email, but must immediately send the instructions or requests duly signed by
authorized signatories through facsimile or post mail. The receiving party only
acts in accordance with instructions or requests duly signed by authorized
signatories and delivered through facsimile or post mail.


 


16.3                                  Upon
receipt of any instruction or notification from the Security Agent through facsimile or email, the Account Control Bank may act accordingly
without assuming any responsibility for the authenticity of the instruction or
notification either in form or in essence, unless the Account Control Bank is explicitly aware of
any contrary or inconsistent instruction or notification. Any budgets or plans
from the Security Agent or Facility Agent to the Account Control Bank should be delivered by
postal mail and signed by authorized signatories. Any requests or notifications
sent by the Borrower should 


 


39

















 


also bear the company seal, and the Account
Control Bank should perform its reasonable duty of care and conduct
formality examination.


 


16.4                                  The
contact details of the Borrower, Facility Agent, Security Agent and the Account
Control Bank are provided in the signature pages of the Agreement.


 


16.5                                  The email
addresses of the Borrower, Facility Agent, Security Agent and the Account
Control Bank for communication purposes are as follows:


 


(a)                        Borrower: amoonguo@yahoo.com.cn


 


(b)                       Facility Agent: rowena.yue@db.com, kari.cheng@db.com,
shu.duan@db.com


 


(c)                        Security Agent: patrick.hwa@db.com, joseph.lo@db.com


 


(d)                       Account Control Bank:
tj_dg_yyb/tj/ccb@ccb.com


 


16.6                                    Any party
may notify the others of any change to its contact methods no later than 5 Business Days in advance.


 


17                                           Applicable Laws and Jurisdiction


 


17.1                                  The Agreement is governed and construed under
the laws of China.


 


17.2                                  The
parties to this Agreement commit
to resolve, to the extent of their reasonable best efforts and in the principle
of mutual understanding and friendly negotiation, any disputes arising from the
Agreement or in connection with
the Agreement, with the
precondition that the aforementioned obligations shall not impair any rights or
remedies available to them under the Agreement
with respect to such disputes.


 


17.3                                  In the
event of any disputes under the Agreement
or in connection with the Agreement,
the parties agree to refer the disputes to China International Economic and
Trade Arbitration Commission and resolve the disputes in Beijing in accordance
with the prevailing arbitration rules.


 


40






 










 


18                                           Others


 


18.1                                    Separability


 


The Agreement is a separate
document, and the validity, legality and enforceability of the Agreement shall
not be affected in the following circumstances:


 


(a)                        The Transaction Finance Documents are modified
or altered or the Transaction Finance
Documents become entirely or partially invalid or unenforceable;


 


(b)                       One or more
than one of the Secured Parties
waive(s) the rights and interests available to it (them) under the Agreement or Transaction Finance Documents; or


 


(c)                        Dissolution,
liquidation, bankruptcy, merger and split-up, and reorganization of the Borrower.


 


18.2                                    Severability


 


If any provisions of the Agreement are or have become illegal, void
or unenforceable in any jurisdiction, the validity or enforceability of other
provisions of the Agreement in
that jurisdiction and the validity or enforceability of those provisions and
other provisions of the Agreement
in other jurisdictions shall not be impaired.


 


18.3                                    Waiver


 


The Security Agent’s failure to exercise or
delay in exercising any right, power or remedy under the Agreement shall not diminish such rights,
powers or remedies, or constitute a waiver of such rights, powers or remedies;
single or partial exercise by the Security
Agent of such rights, powers or remedies shall not prevent it from
further exercising such rights, powers or remedies or exercising any other
rights, powers or remedies. All rights, powers and remedies under the Agreement are cumulative, and not exclusive
of any other rights, powers or remedies provided by law.


 


41

















 


18.4                                    Amendments


 


Any amendment to the Agreement shall only be made by the parties
in writing, with the Facility Agent
subject to the Loan Contract and
the Security Agent subject to the Security Trust Deed.


 


18.5                                    Languages


 


The Agreement is drafted and signed in Chinese,
with an English version translated from Chinese at the expense of the Borrower.


 


Notifications in connection
with the Agreement between and
among the Borrower, Account Control Bank, Facility Agent and the Security Agent should be drafted and
prepared in English.


 


Documents provided by the Borrower and Account Control Bank under the Agreement to the Security Agent or other document provided
in connection with the Agreement should
be drafted and prepared in English, or if drafted and prepared in languages
other than English, such documents should attach an English translation that
has been verified by the Borrower
to be truthful, accurate and complete and such that the Security Agent may act in accordance with
the English translation.


 


18.6                                    Entry into force


 


The Agreement enters into force upon signing by
the Borrower, Facility Agent, Security Agent and Account
Control Bank, but if according to the laws and regulations of China, the Agreement (for parties or any party to the Agreement) may not enter into force before
completion of any registration procedures, the Agreement (for parties or any party to the Agreement) shall enter into force upon the
date of completion of such registration procedures.


 


In witness whereof, the Agreement has been officially executed by
the authorized representatives of the parties hereto on the date stated at the
beginning of the Agreement.


 


42

















 


Attachment 1        The
Controlled Account Checklist Form


 


	
  Account

  	
   

  	
  Bank of

  deposit

  	
   

  	
  Account number

  	
   

  	
  Currency

  
	
  Onshore
  Control Account

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Onshore
  USD Project Account

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Onshore
  RMB Project Account

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Onshore
  Cash Collateral Account

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Onshore
  RMB DSRA Account

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


43

















 


Attachment 2        The
Format of Opex Withdrawal Request


 


From: Tianjin New Highland
Science Development Co., Ltd. ()


To:  [Name of Account Control Bank]


cc:
[Deutsche Bank AG, Hong Kong Branch]
as the Facility
Agent


[DB Trustees
(Hong Kong) Limited] as the Security Agent


 


Date:


 


Dear
sirs:


 


This
letter refers to the Account Control
Agreement dated [  ]
[  ]
[  ]
(DD/MM/YY) (including its amendments or
additions from time to time) (collectively referred to as the Account Control Agreement) among Tianjin
New Highland Science Development Co., Ltd. as the Borrower, Deutsche Bank AG, Hong Kong Branch as the Facility Agent, DB Trustees (Hong Kong)
Limited as the Security Agent and [  ]
as the Account Control Bank, and
the terms used in this letter have the same meanings as defined under the Account Control Agreement.


 


1.                   We
wish to withdraw the following amount from the Onshore Control Account:


 


	
  Expected date of
  withdrawal:

  	
  [         ]
  (If this date is not a Business Day, than it shall
  be the next Business Day)

  
	
   

  	
   

  
	
  Withdrawal amount:

  	
  [         ]

  
	
   

  	
   

  
	
  Name of the Payee:

  	
  [         ]

  
	
   

  	
   

  
	
  Bank of the Payee:

  	
  [         ]

  
	
   

  	
   

  
	
  Account Number of the Payee:

  	
  [         ]

  



 


44

















 


2.                   We
hereby confirm that:


 


1)                  This
amount shall be used to pay the Operating
Expenditures incurred by the Borrower;


 


2)                  The
Borrower has not withdrawn or
transferred any amount from the Onshore
Control Account to pay the aforesaid Operating Expenditures.


 


o  We apply to the Facility Agent for separate approval of
this withdrawal and that the above withdrawal amount shall not be included in
the Permitted Opex Limit of this
month, and the Facility Agent has
already approved this withdrawal (and the approval is attached to this letter).


 


o  We request that the Account Control Bank directly pay the
amount to the Payee from the Onshore Control
Account.


 


Once
submitted, the withdrawal request is irrevocable.


 


Note:
please tick the box where applicable.


 


	
  Tianjin New Highland Science Development
  Co., Ltd. (company seal)

  
	
   

  
	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  [Name of the authorized signatory]  

  



 


45

















 


Attachment 3        The Format of Special Capex Withdrawal
Request


 


From:
Tianjin New Highland Science Development Co., Ltd. ()


To:  [Name of Account Control Bank]


cc:
[Deutsche Bank AG, Hong Kong Branch]
as the Facility Agent


[DB Trustees
(Hong Kong) Limited] as the Security Agent


 


Date:


 


Dear
sirs:


 


This
letter refers to the Account Control Agreement
dated [  ]  [
]  [  ]
(DD/MM/YY) (including its amendments or
additions from time to time) (collectively referred to as the Account Control Agreement) among Tianjin
New Highland Science Development Co., Ltd. as the Borrower, Deutsche Bank AG, Hong Kong Branch as the Facility Agent, DB Trustees (Hong Kong)
Limited as the Security Agent and [  ]
as the Account Control Bank, and
the terms used in this letter have the same meanings as defined under the Account Control Agreement.


 


1.                   We
wish to withdraw the following amount from the Onshore Control Account:


 


	
  Expected date of withdrawal:

  	
  [         ] (If this date is not a Business Day, than it shall be the next Business Day)

  
	
   

  	
   

  
	
  Withdrawal amount:

  	
  [         ]

  
	
   

  	
   

  
	
  Name of the LHD Vendor:

  	
  [         ]

  
	
   

  	
   

  
	
  Bank of the LHD Vendor Joint
  Account:

  	
  [         ]

  
	
   

  	
   

  
	
  Number of LHD Vendor Joint Account:

  	
  [         ]

  



 


46

















 


	
  Specifics of relevant contract(s)

  	
  [         ]

  



 


2.                   We
hereby confirm:


 


1)                  This
amount shall be used to pay the Capital
Expenditures incurred by the Borrower;


 


2)                  The
Capital Expenditures are Project Capex in nature;


 


3)                  The
Borrower has not withdrawn or
transferred any amount from the Onshore
Control Account or Onshore Project
Accounts to pay the aforesaid Capital
Expenditures.


 


o   We apply to the Facility Agent for separate approval of
this withdrawal and that the above withdrawal amount shall not be included in
the Permitted Project Capex Limit of
this month, and the Facility Agent
has already approved this withdrawal (and the approval is attached to this
letter).


 


o   We request that the Account Control Bank directly pay the
amount from the Onshore Control Account
to the LHD Vendor Joint Account.


 


Once
submitted, the withdrawal request is irrevocable.


 


Attachment:


 


1.                   Invoices
issued by the LHD Vendor to the Borrower


 


2.                   Invoices
issued by Power Hydraulics to the LHD Vendor


 


Note:
please tick the box where applicable.


 


Tianjin New Highland Science Development Co., Ltd.
(company seal)


 


47

















 


	
   

  	
   

  
	
   

  	
   

  
	
  [Name of the authorized signatory]  

  



 


48














 


Attachment 4    The Format of General
Capex Withdrawal Request


 


From: Tianjin New Highland
Science Development Co., Ltd. 


To:  [Name
of Account Control Bank]


cc:
[Deutsche Bank AG, Hong Kong Branch] as the Facility
Agent


[DB
Trustees (Hong Kong) Limited] as the Security
Agent


 


Date:


 


Dear
sirs:


 


This
letter refers to the Account Control
Agreement dated [  ][ ][  ](DD/MM/YY) (including its amendments or
additions from time to time) (collectively referred to as the Account Control Agreement) among Tianjin New
Highland Science Development Co., Ltd. as the Borrower, Deutsche Bank AG, Hong Kong Branch as the Facility Agent, DB Trustees (Hong Kong)
Limited as the Security Agent and [  ] as the Account
Control Bank, and the terms used in this letter have the same
meanings as defined under the Account Control
Agreement.


 


1.                   We
wish to withdraw the following amount from the Onshore Control Account:


 


	
  Expected date of withdrawal:

  	
   

  	
  [         ] (If this date is
  not a Business Day, than it
  shall be the next Business Day)

  
	
   

  	
   

  	
   

  
	
  Withdrawal amount:

  	
   

  	
  [         ]

  
	
   

  	
   

  	
   

  
	
  Name of the Payee:

  	
   

  	
  [         ]

  
	
   

  	
   

  	
   

  
	
  Bank of the Payee:

  	
   

  	
  [         ]

  
	
   

  	
   

  	
   

  
	
  Account Number of the Payee:

  	
   

  	
  [         ]

  



 


49

















 


	
  Specifics of relevant contract(s)

  	
   

  	
  [         ]

  



 


2.                   We
hereby confirm:


 


1)                  This
amount shall be used to pay the Capital
Expenditures incurred by the Borrower;


 


2)                  The Capital Expenditures are General Capex in nature;


 


3)                  The
Borrower has not withdrawn or
transferred any amount from the Onshore Control
Account or Onshore Project
Accounts to pay the aforesaid Capital
Expenditures.


 


o  We apply to the Facility Agent for separate approval of this withdrawal and
that the above withdrawal amount shall not be included in the Permitted Capex Limit of this month, and
the Facility Agent has already
approved this withdrawal (and the approval is attached to this letter).


 


o  We request that the Account Control Bank directly pay the amount to the Payee
from the Onshore Control Account.


 


Once
submitted, the withdrawal request is irrevocable.


 


Note:
please tick the box where applicable.


 


	
  Tianjin New
  Highland Science Development Co., Ltd. (company seal)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [Name of the authorized signatory]

  



 


50

















 


Attachment 5    The Format of the Finance Document Withdrawal

Request


 


From:
Tianjin New Highland Science Development Co., Ltd. 


To:  [Name
of Account Control Bank]


cc:
[Deutsche Bank AG, Hong Kong Branch] as the Facility
Agent


[DB
Trustees (Hong Kong) Limited] as the Security
Agent


 


Date:


 


Dear
sirs:


 


This
letter refers to the Account Control
Agreement dated [  ][ ][  ](DD/MM/YY) (including its amendments or
additions from time to time) (collectively referred to as the Account Control Agreement) among Tianjin
New Highland Science Development Co., Ltd. as the Borrower, Deutsche Bank AG, Hong Kong
Branch as the Facility Agent, DB
Trustees (Hong Kong) Limited as the Security
Agent and [  ] as the Account Control Bank, and the terms used in
this letter have the same meanings as defined under the Account Control Agreement.


 


1.                   We
wish to withdraw the following amount from the Onshore Control Account:


 


	
  Expected date of withdrawal:

  	
   

  	
  [         ] (If this date is
  not a Business Day, than it
  shall be the next Business Day)

  
	
   

  	
   

  	
   

  
	
  Withdrawal amount:

  	
   

  	
  [         ]

  
	
   

  	
   

  	
   

  
	
  Name of the Payee:

  	
   

  	
  [         ]

  
	
   

  	
   

  	
   

  
	
  Bank of the Payee:

  	
   

  	
  [         ]

  



 


51

















 


	
  Account Number of the Payee:

  	
   

  	
  [         ]

  



 


2.                   We
hereby confirm:


 


1)                  This
amount shall be used to pay:


 


o  the Secured
Onshore Obligations due and payable under the Finance Documents to the Finance Parties;


 


o  the Secured
Onshore Obligations due and payable under the Swap Agreement(s) to the Swap Counterparty (Counterparties);


 


2)                  The
Borrower has not withdrawn or
transferred any amount from the Onshore
Control Account to pay the aforesaid Secured Onshore Obligations.


 


We
request that the Account Control Bank
directly pay the amount from the Onshore
Control Account to:


 


o  Facility
Agent.


 


o  The above Swap
Counterparty (Counterparties).


 


Once
submitted, the withdrawal request is irrevocable.


 


Note:
please tick the box where applicable.


 


	
  Tianjin New
  Highland Science Development Co., Ltd. (company seal)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [Name of the authorized signatory]

  



 


52

















 


Attachment 6    The
Format of Dividend Withdrawal Request


 


From:
Tianjin New Highland Science Development Co., Ltd. 


To:  [Name
of Account Control Bank]


cc:
[Deutsche Bank AG, Hong Kong Branch] as the Facility
Agent


[DB
Trustees (Hong Kong) Limited] as the Security
Agent


 


Date:


 


Dear
sirs:


 


This
letter refers to the Account Control
Agreement dated [ ][ ][ ](DD/MM/YY) (including its amendments or
additions from time to time) (collectively referred to as the Account Control Agreement) among Tianjin
New Highland Science Development Co., Ltd. as the Borrower, Deutsche Bank AG, Hong Kong
Branch as the Facility Agent, DB
Trustees (Hong Kong) Limited as the Security
Agent and [ ] as the Account
Control Bank, and the terms used in this letter have the same
meanings as defined under the Account Control
Agreement.


 


1. We wish to withdraw the following amount
from the Onshore Control Account:


 


	
  Expected date of withdrawal:

  	
   

  	
  [       ] (If this date is not
  a Business Day, than it shall be
  the next Business Day)

  
	
   

  	
   

  	
   

  
	
  Withdrawal amount:

  	
   

  	
  [       ]

  
	
   

  	
   

  	
   

  
	
  Name of the Payee:

  	
   

  	
  [International Petroleum Services Corporation Limited]

  
	
   

  	
   

  	
   

  
	
  Bank of the Payee:

  	
   

  	
  [Deutsche Bank AG, Hong Kong Branch]

  
	
   

  	
   

  	
   

  
	
  Account Number of the Payee:

  	
   

  	
  [0016212-05-0]

  



 


53

















 


2.                   We
hereby confirm:


 


The
amount requested shall be used to enable the Borrower
to pay to the Parentco, in cash, dividends available under Clause 21.14 of the Loan Contract (as per the format and
contents on the date of the Account Control
Agreement).


 


We
request that the Account Control Bank directly
pay the amount from the Onshore Control
Account to the above Parentco
Controlled Account.


 


Once
submitted, the withdrawal request is irrevocable.


 


	
  Tianjin New
  Highland Science Development Co., Ltd. (company seal)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [Name of the authorized signatory]

  



 


54






 










 


Attachment 7    The Format of
Transfer Request


 


From: Tianjin New Highland
Science Development Co., Ltd. 


To:  [Name of Account Control Bank]


cc: [Deutsche Bank AG, Hong
Kong Branch] as the Facility Agent


[DB Trustees (Hong Kong)
Limited] as the Security Agent


 


Date:


 


Dear sirs:


 


This letter refers to the Account Control Agreement dated [  ][ ][ 
](DD/MM/YY) (including its amendments or additions from time to time)
(collectively referred to as the Account
Control Agreement) among Tianjin New Highland Science Development
Co., Ltd. as the Borrower,
Deutsche Bank AG, Hong Kong Branch as the Facility
Agent, DB Trustees (Hong Kong) Limited as the Security Agent and [  ] as the Account
Control Bank, and the terms used in this letter have the same
meanings as defined under the Account Control
Agreement.


 


1.                   We wish to
withdraw the following amount from the Onshore
Control Account:


 


	
  Expected date of
  withdrawal:

  	
   

  	
  [       ] (If this date is not a Business Day, than it shall be the next Business Day)

  
	
   

  	
   

  	
   

  
	
  Withdrawal amount:

  	
   

  	
  [       ]

  
	
   

  	
   

  	
   

  
	
  Name of the Payee:

  	
   

  	
  [       ]

  
	
   

  	
   

  	
   

  
	
  Bank of the Payee:

  	
   

  	
  [       ]

  
	
   

  	
   

  	
   

  
	
  Account Number of the
  Payee:

  	
   

  	
  [       ]

  



 


55

















 


2.                   We request that
the Account Control Bank transfer
the amount from the Onshore Control Account
to:


 


o  The Onshore Cash Collateral Account.


 


o  The Onshore RMB DSRA Account.


 


Once submitted, the
withdrawal request is irrevocable.


 


Note: please tick the box
where applicable.


 


	
  Tianjin New Highland Science Development Co., Ltd.
  (company seal)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [Name
  of the authorized signatory]

  



 


56

















 


Attachment 8    The Format of
Transaction Expense Withdrawal Request


 


From: Tianjin New Highland
Science Development Co., Ltd. 


To:  [Name of Account
Control Bank]


cc:
[Deutsche Bank AG, Hong Kong Branch] as the Facility
Agent


[DB
Trustees (Hong Kong) Limited] as the Security
Agent


 


Date:


 


Dear
sirs:


 


This
letter refers to the Account Control
Agreement dated [  ][ ][  ](DD/MM/YY) (including its amendments or
additions from time to time) (collectively referred to as the Account Control Agreement) among Tianjin
New Highland Science Development Co., Ltd. as the Borrower, Deutsche Bank AG, Hong Kong
Branch as the Facility Agent, DB
Trustees (Hong Kong) Limited as the Security
Agent and [  ] as the Account Control Bank, and the terms used in
this letter have the same meanings as defined under the Account Control Agreement.


 


1.               We wish to withdraw the following amount from the Onshore USD Project Account:


 


	
  Expected date of withdrawal:

  	
   

  	
  [         ] (If
  this date is not a Business Day,
  than it shall be the next Business Day)

  
	
   

  	
   

  	
   

  
	
  Withdrawal amount:

  	
   

  	
  [         ]

  
	
   

  	
   

  	
   

  
	
  Name of the Payee:

  	
   

  	
  [Deutsche Bank AG, Hong Kong Branch]

  
	
   

  	
   

  	
   

  
	
  Bank of the Payee:

  	
   

  	
  [         ]

  
	
   

  	
   

  	
   

  
	
  Account Number of the Payee:

  	
   

  	
  [         ]

  



 


57

















 


2.
We hereby confirm:


 


The
amount requested shall be used to pay all costs and expenses due and payable as
of the Initial Utilisation Date reasonably,
incurred by the Calculation Agent,
Facility Agent, Security Agent and Arranger.


 


The
Security Agent has approved the
above withdrawal request (and the approval is attached to the letter), and We
request that the Account Control Bank
directly pay the above amount from the Onshore
USD Project Account to the Facility
Agent.


 


Once
submitted, the withdrawal request is irrevocable.


 


	
  Tianjin
  New Highland Science Development Co., Ltd. (company seal)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [Name of the authorized
  signatory]

  



 


58

















 


Attachment
9    The Format of USD Account Withdrawal Request


 


From:
Tianjin New Highland Science Development Co., Ltd. 


To:  [Name of Account
Control Bank]


cc:
[Deutsche Bank AG, Hong Kong Branch] as the Facility
Agent


[DB
Trustees (Hong Kong) Limited] as the Security
Agent


 


Date:


 


Dear
sirs:


 


This
letter refers to the Account Control
Agreement dated [ ][ ][ ](DD/MM/YY) (including its amendments or
additions from time to time) (collectively referred to as the Account Control Agreement) among Tianjin
New Highland Science Development Co., Ltd. as the Borrower, Deutsche Bank AG, Hong Kong
Branch as the Facility Agent, DB
Trustees (Hong Kong) Limited as the Security
Agent and [ ] as the Account
Control Bank, and the terms used in this letter have the same
meanings as defined under the Account Control
Agreement.


 


1. We wish to withdraw the
following amount from the Onshore USD Project
Account:


 


	
  Expected date of withdrawal:

  	
   

  	
  [         ] (If
  this date is not a Business Day,
  than it shall be the next Business Day)

  
	
   

  	
   

  	
   

  
	
  Withdrawal amount:

  	
   

  	
  [         ]

  
	
   

  	
   

  	
   

  
	
  Name of the Payee:

  	
   

  	
  [         ]

  
	
   

  	
   

  	
   

  
	
  Bank of the Payee:

  	
   

  	
  [         ]

  
	
   

  	
   

  	
   

  
	
  Account Number of the Payee:

  	
   

  	
  [         ]

  



 


59

















 


2.
We hereby confirm:


 


o  The
amount requested shall be used for payment to the Onshore RMB Project Account of the amount approved by relevant
foreign exchange administrative authorities after conversion to Renminbi.


 


o  The
amount requested shall be used to pay the interests on any Loans due and payable on the last day of
the first Interest Period of the
first Loan.


 


o  We
request that the Account Control Bank
directly pay the amount from the Onshore USD
Project Account, after conversion to Renminbi, to the Onshore RMB Project Account (the approval
documents of foreign exchange administrative authorities for exchange of the
amount are attached blow).


 


o  We
request that the Account Control Bank
directly pay the above amount from the Onshore
USD Project Account to the account of Facility Agent.


 


Once
submitted, the withdrawal request is irrevocable.


 


Note:
please tick the box where applicable.


 


	
  Tianjin
  New Highland Science Development Co., Ltd. (company seal)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [Name of the authorized signatory]

  



 


60






 










 


Attachment 10 The Format of Project Capex
Withdrawal Request


 


From:
Tianjin New Highland Science Development Co., Ltd. ()


To:    [Name of Account Control Bank]


cc:     [Deutsche
Bank AG, Hong Kong Branch] as the Facility
Agent


[DB Trustees (Hong Kong) Limited] as the Security Agent


 


Date:


 


Dear sirs:


 


This letter refers to the Account Control Agreement dated [  ] [  ] [  ] (DD/MM/YY) (including its amendments or
additions from time to time) (collectively referred to as the Account Control Agreement) among Tianjin
New Highland Science Development Co., Ltd. as the Borrower, Deutsche Bank AG, Hong Kong
Branch as the Facility Agent, DB
Trustees (Hong Kong) Limited as the Security
Agent and [  ] as the Account Control Bank, and the terms used in
this letter have the same meanings as defined under the Account Control Agreement.


 


1.               We wish to withdraw the following amount from the Onshore RMB Project Account:


 


	
  Expected date of
  withdrawal:

  	
   

  	
  [      ]
  (If this date is not a Business Day,
  than it shall be the next Business Day)

  
	
  Withdrawal
  amount:

  	
   

  	
  [      ]

  
	
  Name of the
  Payee:

  	
   

  	
  [LHD Vendor]

  
	
  Bank of the
  Payee:

  	
   

  	
  [LHD Vendor Joint Account]

  
	
  Account Number
  of the Payee:

  	
   

  	
  [      ]

  



 


61

















 


2. We hereby confirm:


 


1)                  The amount requested shall be used to pay the Project Capex incurred by the Borrower
under the Financed LHD Acquisition Agreement
or Upcoming LHD Acquisition Agreement;


 


2)                  The Project Capex
Payee of the above amount is the LHD
Vendor of the Financed LHD
Acquisition Agreement or Upcoming
LHD Acquisition Agreement;


 


3)                  The Borrower
has not withdrawn or transferred any amount from the Onshore Control Account or Onshore
RMB Project Account to pay the aforementioned Capital Expenditures;


 


o   We apply to the Facility Agent for separate approval of this withdrawal and
that the above withdrawal amount shall not be included in the Permitted Project Capex Limit of this
month, and the Facility Agent has
already approved this withdrawal (and the approval is attached to this letter).


 


o   We request that the Account Control Bank directly pay the amount to the LHD Vendor from the Onshore Control Account.


 


Once submitted, the withdrawal request is irrevocable.


 


Attachment:


 


1.                   Invoices issued by LHD
Vendor to the Borrower  LHD


 


2.                   Invoices issued by Power Hydraulics to the LHD Vendor


 


Note: please tick the box where applicable.


 


Tianjin New Highland
Science Development Co., Ltd. (company seal)


	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [Name of the authorized
  signatory ]

  



 


62

















 


Borrower: Tianjin New Highland Science Development
Co., Ltd. (company seal)


 


Address: Floor 4, Business Center
21-B, Innovations Park, Xinbei Road No.4668, Tanggu District, Tianjin
City, PRC.


Telephone: +86-22-6635-1181


Facsimile: +86-22-6635-1181


 


Contact Person: Liu Qingzeng


 


 


	
  /s/ Liu Qingzeng

  	
   

  
	
   

  	
   

  
	
  (Name of Authorized Signatory)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Name: Liu Qingzeng

  	
   

  



 


63

















 


Facility Agent:
DEUTSCHE  BANK AG, HONG KONG BRANCH


 


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


Facsimile: +852 2203 7320/7323


Telephone: +852 2203 8888


Contact Person: Trust and Securities Services


 


 


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

  	
   

  
	
   

  	
   

  
	
  (Name of Authorized
  Signatory)

  	
   

  
	
   

  	
   

  
	
  Name: Chiu Kin Wing
  Edward           Choi
  Siu Ling

  	
   

  
	
   

  	
   

  
	
  Position:

  	
   

  



 


64

















 


Security Agent: DB Trustees (Hong Kong) Limited


 


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


Facsimile: +852 2203 7320/7323


Telephone: +852 2203 8888


Contact Person: Managing Director


 


 


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

  	
   

  
	
   

  	
   

  
	
  (Name of Authorized
  Signatory)

  	
   

  
	
   

  	
   

  
	
  Name: Chiu Kin Wing
  Edward               Choi
  Siu Ling

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Position: Authorized
  Signatory          Director

  	
   

  



 


65

















 


Account Control Bank: Tianjin Dagang Branch of China
Construction Bank Limited (Company Seal)


 


Address: No. 98, Yingbing Street, Dagang
District, Tianjin City, PRC.


Telephone: +86-22-2599-3714


Facsimile: + 86-22-2599-4780


 


Contact Person: Wang Jing


 


 


	
  /s/ Zhao Hongling

  	
   

  
	
   

  	
   

  
	
  (Name of Authorized Signatory)

  	
   

  
	
   

  	
   

  
	
  Name: Zhao Hongling

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Position: Branch Manager Assistant

  	
   

  



 


66