Exhibit 10.24





Exhibit 10.24




EXECUTION VERSION




AMENDMENT LETTER





			
	To:	 	TTM Technologies (Asia
Pacific) Limited (formerly known as TTM Hong Kong Limited) (the
Company)

for itself and as agent for each of the other Obligors party to the Agreement (as defined below)






	 	 	 
	For the attention of:

	 	Director — Mr. Kenton Kay Alder

Director — Mr. Steven William Richards

Director — Mr. Tang Chung Yen, Tom

Director — Mr. Tang Ying Ming, Mai

Director — Mr. Chung Tai Keung







22 July 2011




Dear Sirs,




US$582,500,000 credit agreement dated 16 November 2009 as amended and restated by a deed of
amendment and restatement dated 30 March 2010 and further amended by an amendment and waiver letter
dated 3 August 2010 (the Agreement) between (among others) the Company and The Hongkong and
Shanghai Banking Corporation Limited as facility agent




	1.	 	Background







	(a)	 	This letter is supplemental to and amends the Agreement.

	 
	(b)	 	Pursuant to clause 31 (Amendments and waivers) of the Agreement, the Majority Lenders have
consented to the amendments to the Agreement contemplated by this letter. Accordingly, we are
authorised to execute this letter on behalf of the Finance Parties.







	2.	 	Interpretation







	(a)	 	Capitalised terms defined in the Agreement have the same meaning when used in this letter
unless expressly defined in this letter.







	(b)	 	The provisions of clause 1.2 (Construction) of the Agreement apply to this letter as though
they were set out in full in this letter except that references to the Agreement are to be
construed as references to this letter.







	(c)	 	Effective Date means the date on which the Facility Agent gives the notification to the
Company and the Lenders under paragraph 3(b) (Amendments) below or such other date as the
Company and the Facility Agent agree.




 


 









 











	3.	 	Amendments







	(a)	 	Subject to subparagraph (b) below, the Agreement will be amended from the Effective Date as
follows:







	 	(i)	 	Paragraph (a) of subclause 21.3 (Compliance Certificate) will be deleted in its
entirety and replaced with the following:







	 	“(a)	 	 Each of the Parent and the Company must supply to the Facility
Agent a Compliance Certificate with each set of its financial statements sent by
it to the Facility Agent under this Agreement.”







	 	(ii)	 	The following definition of “Consolidated Current Liabilities (ex. long-term
borrowings)” will be inserted in subclause 22.1 (Definitions) of the Agreement:







“Consolidated Current Liabilities (excluding current portion of long-term borrowings)
means, at any time, the consolidated current liabilities (but excluding the current
portion of the long-term borrowings at that time) of the Relevant Group at that time
determined in accordance with GAAP.”




	 	(iii)	 	Subclause 22.7 (Consolidated current assets) of the Agreement will be deleted
in its entirety and be replaced by the following:







	 	“22.7	 	Consolidated current assets







	 	(a)	 	Subject to paragraphs (b) and (c) below, the
Company must ensure that Consolidated Current Assets of the Group is at
any time not less than 100 per cent. of Consolidated Current Liabilities
(excluding current portion of long-term borrowings) of the Group at that
time.







	 	(b)	 	At any time from 31 December 2010 to (and
including) 30 December 2011, Consolidated Current Assets of the Group is
not less than 90 per cent. of Consolidated Current Liabilities of the
Group.







	 	(c)	 	At any time from 31 December 2011 to (and
including) 30 December 2012, Consolidated Current Assets of the Group is
not less than 83 per cent. of Consolidated Current Liabilities of the
Group.”







	(b)	 	The Agreement will not be amended by this letter unless the Facility Agent notifies the
Company and the Lenders that it has received:







	 	(i)	 	a copy of this letter countersigned by each Obligor; and







	 	(ii)	 	all of the documents set out in and appearing to comply with paragraph 4
(Conditions precedent) below.







The Facility Agent must give this notification as soon as reasonably practicable.




	4.	 	Conditions precedent







The conditions precedent to be delivered to the Facility Agent by the Company in accordance
with paragraph 3(b) (Amendments) above are:




	 	(a)	 	a copy of the constitutional documents of each Obligor or, if the Facility
Agent already has a copy, a certificate of an authorised signatory of the respective
Obligor confirming that the copy in the Facility Agent’s possession is still correct,
complete and in full force and effect as at a date no earlier than the date of this
letter;







	 	(b)	 	a copy of a resolution of the board of directors of each Obligor approving the
terms of, and the transactions contemplated by, this letter;




 


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	 	(c)	 	a copy of a resolution signed by all the holders of the issued shares in each
Obligor (other than the Parent) approving the terms of, and the transactions
contemplated by, this letter;







	 	(d)	 	a specimen of the signature of each person authorised on behalf of each Obligor
to sign this letter;







	 	(e)	 	a certificate of an authorised signatory of each Obligor certifying that each
copy document specified in this paragraph 4 is correct, complete and in full force and
effect as at a date no earlier than the date of this letter; and







	 	(f)	 	a copy of any other authorisation or other document, opinion or assurance which
the Facility Agent (as advised by legal counsel) has notified each Obligor is necessary
or desirable in connection with the entry into and performance of, and the transactions
contemplated by, this letter or for the validity and enforceability of this letter.







	5.	 	Consents







	(a)	 	Each Obligor agrees to the amendments of the Agreement as contemplated by this letter.







	(b)	 	With effect from the Effective Date, each Obligor confirms that any security or guarantee
created or given by it under a Finance Document will:







	 	(i)	 	continue in full force and effect notwithstanding the terms of the Agreement
being amended by this letter; and







	 	(ii)	 	extend to the liabilities and obligations of the Obligors under the Finance
Documents (including the Agreement as amended by this letter).







	6.	 	Representations







Each Obligor confirms to each Finance Party that on the date of this letter and on the
Effective Date the Repeating Representations:




	 	(a)	 	are true; and







	 	(b)	 	would also be true if references to the Agreement were construed as references
to the Agreement as amended by this letter.







Each Repeating Representation is applied to the circumstances existing at the time the
Repeating Representation is made.




	7.	 	Miscellaneous







	(a)	 	This letter is a Finance Document.







	(b)	 	From the Effective Date, the Agreement and this letter will be read and construed as one
document.







	(c)	 	Except as otherwise provided in this letter, the Finance Documents remain in full force and
effect.




 


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	(d)	 	No waiver of any provision of any Finance Document is given by the terms of this letter and
the Finance Parties expressly reserve all their rights and remedies in respect of any breach
of, or other Default under, the Finance Documents.







	(e)	 	This letter may be executed in any number of counterparts. This has the same effect as if the
signatures on the counterparts were on a single copy of this letter.







	8.	 	Governing law







This letter is governed by Hong Kong law.



If you agree to the terms of this letter, please sign where indicated below.



Yours faithfully,




	 	 	 
	/s/ Karen S H Hong
 

For

	 	 
	THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED
	 	 
	as Facility Agent for and on behalf of the other Finance Parties
	 	 





 


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	FORM OF ACKNOWLEDGEMENT
	 	 
	 
	 	 
	We agree to the terms of this letter.
	 	 
	 
	 	 
	/s/ Authorized Signatory
 

For and on behalf of

	 	 
	TTM TECHNOLOGIES ENTERPRISES (HK) LIMITED
	 	 
	(formerly known as MEADVILLE ENTERPRISES (HK) LIMITED)
	 	 
	 
	 	 
	/s/ Authorized Signatory
 

For and on behalf of

	 	 
	MICA-AVA CHINA LIMITED
	 	 
	 
	 	 
	/s/ Authorized Signatory
 

For and on behalf of

	 	 
	ORIENTAL PRINTED CIRCUITS LIMITED
	 	 
	 
	 	 
	/s/ Authorized Signatory
 

For and on behalf of

	 	 
	MTG (PCB) NO. 2 (BVI) LIMITED
	 	 
	 
	 	 
	/s/ Authorized Signatory
 

For and on behalf of

	 	 
	OPC MANUFACTURING LIMITED
	 	 
	 
	 	 
	/s/ Authorized Signatory
 

For and on behalf of

	 	 
	TTM TECHNOLOGIES (ASIA PACIFIC) LIMITED
	 	 
	(formerly known as TTM HONG KONG LIMITED)
	 	 
	 
	 	 
	/s/ Steven W. Richards
 

For and on behalf of

	 	 
	TTM TECHNOLOGIES, INC.
	 	 





 


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	/s/ Authorized Signatory
 

For and on behalf of

	 	 
	MTG MANAGEMENT (BVI) LIMITED
	 	 
	 
	 	 
	/s/ Authorized Signatory
 

For and on behalf of

	 	 
	MTG PCB (BVI) LIMITED
	 	 







 


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