China Security & Surveillance Technology, Inc. - Exhbit 10.18 - Filed
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Exhibit 10.18

Execution


Dated 28 October 2010


CHINA SECURITY & SURVEILLANCE TECHNOLOGY, INC. 
as
Borrower 

CHINA DEVELOPMENT BANK CORPORATION HONG KONG
BRANCH
 
as Lender


CHINA DEVELOPMENT BANK CORPORATION HONG KONG
BRANCH
 
as Arranger


CHINA DEVELOPMENT BANK CORPORATION HONG KONG
BRANCH
 
as Facility Agent


__________________________________________________

USD 50,000,000 TERM LOAN FACILITY
AGREEMENT
__________________________________________________

KING & WOOD 
9/F., Hutchison House 
Central,
Hong Kong 

Tel.: (852) 2848 4848 
Fax: (852) 2845 2995 

  Ref.: 710100119/CR/JL




Execution 

CONTENTS 

	CLAUSE 	 	PAGE 
	1.
      	DEFINITIONS
      AND INTERPRETATION 	1
      
	2.
      	THE
      FACILITY 	11
      
	3.
      	PURPOSE
      	12
      
	4.
      	CONDITIONS
      OF UTILISATION 	12
      
	5.
      	UTILISATION
      	13
      
	6.
      	REPAYMENT
      	14
      
	7.
      	PREPAYMENT
      AND CANCELLATION 	14
      
	8.
      	INTEREST
      	17
      
	9.
      	INTEREST
      PERIODS 	18
      
	10.
      	CHANGES
      TO THE CALCULATION OF INTEREST 	18
      
	11.
      	FEES
      	19
      
	12.
      	TAX
      GROSS UP AND INDEMNITIES 	20
      
	13.
      	INCREASED
      COSTS 	22
      
	14.
      	MITIGATION
      BY THE LENDERS 	23
      
	15.
      	OTHER
      INDEMNITIES 	24
      
	16.
      	COSTS
      AND EXPENSES 	25
      
	17.
      	REPESENTATIVES
      AND WARRANTIES 	25
      
	18.
      	UNTERTAKINGS
      	26
      
	19.
      	EVENTS
      OF DEFAULT 	26
      
	20.
      	CHANGES
      TO THE PARTIES 	27
      
	21.
      	DISCLOSURE
      OF INFORMATION 	30
      
	22.
      	ROLE
      OF THE ADMINISTRATIVE PARTIES 	31
      
	23.
      	SHARING
      AMONG THE FINANCE PARTIES 	36
      
	24.
      	PAYMENT
      MECHANICS 	37
      
	25.
      	SET-OFF
      	39
      
	26.
      	NOTICES
      	40
      
	27.
      	CALCULATIONS
      AND CERTIFICATES 	41
      
	28.
      	PARTIAL
      INVALIDITY 	41
      
	29.
      	REMEDIES
      AND WAIVERS 	41
      
	30.
      	AMENDMENTS
      AND WAIVERS 	41
      
	31.
      	COUNTERPARTS
      	42
      
	32.
      	GOVERNING
      LAW 	42
      


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Execution 

	33.    
       ENFORCEMENT 	42
      
	SCHEDULE
      1 	44
      
	THE
      ORIGINAL LENDER AND COMMITMENT 	44
      
	SCHEDULE
      2 	45
      
	CONDITIONS
      PRECENDENT 	45
      
	SCHEDULE
      3 	48
      
	UTILISATION
      REQUEST 	48
      
	SCHEDULE
      4 	49
      
	FORM
      OF TRANSFER CERTIFICATE 	49
      
	SCHEDULE
      5 	51
      
	REPRESENTATIONS
      AND WARRANTIES 	51
      
	SCHEDULE
      6 	55
      
	UNDERTAKINGS
      	55
      
	SCHEDULE
      7 	60
      
	EVENTS
      OF DEFAULT 	60
      
	SCHEDULE
      8 	63
      
	DEBT
      SERVICE ACCOUNT 	63
      
	EXECUTION
      	64
      


- ii - 




Execution 

THIS AGREEMENT is dated 28 October 2010 and made
between: 

	1 	
      CHINA SECURITY & SURVEILLANCE TECHNOLOGY,
      INC., a limited liability company incorporated under the laws of the
      State of Delaware with its principal place of business at 13/F, Shenzhen
      Special Zone Press Tower, Shennan Road, Futian District, Shenzhen,
      People’s Republic of China, 518034 as borrower (the
    “Borrower”);




	2 	
      CHINA DEVELOPMENT BANK CORPORATION HONG KONG BRANCHof Suite 3307-15, 33/F., One International Finance Centre, No.
        1 Harbour View Street, Central, Hong Kong as lender (the “Original
        Lender”); 




	3 	
      CHINA DEVELOPMENT BANK CORPORATION HONG KONG BRANCHof Suite 3307-15, 33/F., One International Finance Centre, No.
        1 Harbour View Street, Central, Hong Kong as arranger (the “Arranger”);
        and


 

	4 	
      CHINA DEVELOPMENT BANK CORPORATION HONG KONG
      BRANCH of Suite 3307-15, 33/F., One International
      Finance Centre, No. 1 Harbour View Street, Central, Hong Kong as facility
      agent of the Finance Parties (other than itself) (the “Facility Agent”).
      



IT IS AGREED as follows: 

	1. 	
      DEFINITIONS AND INTERPRETATION

	 	 	 
	1.1 	
      Definitions

	 	 	 
		
      In this Agreement:

	 	 	 
		
      "Administrative Party" means each of the Facility
      Agent and the Arranger.

	 	 	 
		
      “Authorised Person” means a person duly authorised
      to act on behalf of any of the Obligors, as the case may be, and any
      permitted attorney-in-fact or delegate of such person.

	 	 	 
		
      "Availability Period" means the period three (3)
      months from and including the date of this Agreement.

	 	 	 
		
      "Available Commitment" means at any time a
      Lender's Commitment minus:

	 	 	 
		(a) 	
      the aggregate amount of its participations in the
      outstanding Loans; and

	 	 	 
		(b) 	
      in relation to any proposed Utilisation, the aggregate
      amount of its participations in any Loan that is due to be made on or
      before the proposed Utilisation Date.



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Execution

"Available Facility" means at
any time the aggregate of the Lenders' Available Commitments. 

"Break Costs" means the amount
(if any) by which: 

	 	(a) 	
      the interest which a Lender should have received pursuant
      to the terms of this Agreement for the period from the date of receipt of
      all or any part of the principal amount of a Loan or Unpaid Sum to the
      last day of the current Interest Period in respect of that Loan or Unpaid
      Sum, had the principal amount or Unpaid Sum received been paid on the last
      day of that Interest Period;



exceeds:

	 	(b) 	
      the amount of interest which that Lender would be able to
      obtain by placing an amount equal to the principal amount or Unpaid Sum
      received by it on deposit with a leading bank in the Relevant Interbank
      Market for a period starting on the business day following receipt or
      recovery and ending on the last day of the current Interest
  Period.



"Commitment" means, in relation
to any Lender at any time, as the context requires:

	 	(a) 	
      the rights of any person against such Lender under this
      Agreement to require such Lender to make or maintain any participation in
      any Loan, and the corresponding obligations (conditional or otherwise) of
      such Lender; or

	 	 	 
	 	(b) 	
      the currency and maximum aggregate amount at such time of
      such participation(s) of such Lender in any Loan(s) (whether made at such
      time or capable of being made thereafter).



“Debt Service Account” has the
meaning ascribed to it in Schedule 8 (Debt Service Account). 

“Deed of Undertaking” means a
deed of undertaking executed or to be executed by the Borrower and Mr. Tu in
favour of the Facility Agent in respect of the SAFE Circulars. 

“Default Notice” means a notice
issued in accordance with this Agreement by the Facility Agent to the Borrower
notifying the Borrower of the occurrence of an Event of Default. 

"Event of Default" means any
event or circumstance specified as such in Schedule 7 (Events of
Default). 

"Facility" means the term loan
facility made available under this Agreement as described in Clause 2 (The
Facility). 

"Facility Office" means the
office or offices notified by a Lender to the Facility Agent in writing on or
before the date it becomes a Lender (or, following that date, by not less than
five (5) business days' written notice) as the office or offices through which
it will perform its obligations under this Agreement. 

-2-




Execution

"Finance Documents" means the
followings:-

	 	(a) 	
      this Agreement;

	 	 	 
	 	(b) 	
      the Deed of Undertaking; and

	 	 	 
	 	(c) 	
      any other document or agreement designated in writing as
      such by the Borrower and the Facility Agent.



"Finance Party" means the
Facility Agent, the Arranger or a Lender. 

"Financial Indebtedness" means
any indebtedness for or in respect of:

	 	(a) 	
      moneys borrowed;

	 	 	 
	 	(b) 	
      any amount raised by acceptance under any acceptance
      credit facility;

	 	 	 
	 	(c) 	
      any amount raised pursuant to any note purchase facility
      or the issue of bonds, notes, debentures, loan stock or any similar
      instrument;

	 	 	 
	 	(d) 	
      the amount of any liability in respect of any lease or
      hire purchase contract which would, in accordance with the general
      applicable accounting standards, be treated as a finance or capital
      lease;

	 	 	 
	 	(e) 	
      receivables sold or discounted (other than any
      receivables to the extent they are sold on a non-recourse
basis);

	 	 	 
	 	(f) 	
      any amount raised under any other transaction (including
      any forward sale or purchase agreement) having the commercial effect of a
      borrowing;

	 	 	 
	 	(g) 	
      any derivative transaction entered into in connection
      with protection against or benefit from fluctuation in any rate or price
      (and, when calculating the value of any derivative transaction, only the
      marked to market value shall be taken into account);

	 	 	 
	 	(h) 	
      any counter-indemnity obligation in respect of a
      guarantee, indemnity, bond, standby or documentary letter of credit or any
      other instrument issued by a bank or financial institution; and

	 	 	 
	 	(i) 	
      the amount of any liability in respect of any guarantee
      or indemnity for any of the items referred to in paragraphs (a) to (h)
      above.



“Final Maturity Date” means the
date falling thirty-six (36) months after the first Utilisation Date. 

“GAAP” means the United States
generally accepted accounting principles. 

“Group” means the Borrower and
its subsidiaries from time to time.

“Group Companies” means the
members of the Group; and “Group Company” means each of them.

-3-




Execution

“Hong Kong” means the Hong Kong
Special Administrative Region of the People’s Republic of China. 

“Interest Payment Date” means
the last day of each Interest Period. 

“Interest Period” means, in
relation to a Loan, each period determined in accordance with Clause 9
(Interest Periods) and, in relation to an Unpaid Sum, each period
determined in accordance with Clause 8.3 (Default interest). 

"Lender" means:

	 	(a) 	
      the Original Lender; and

	 	 	 
	 	(b) 	
      any person which has become a Party in accordance with
      Clause 20 (Changes to the Parties),



which in each case has not ceased to be
a Party in accordance with the terms of this Agreement. 

"LIBOR" means, in relation to
  any Loan:

	 	(a) 	
      the applicable Screen Rate; or

	 	 	 
	 	(b) 	
      if no Screen Rate is available for US Dollars for the
      Interest Period of that Loan, the arithmetic mean of the rates (rounded
      upwards to four decimal places) quoted by the Reference Banks to leading
      banks in the London interbank market (as supplied to the Facility Agent at
      its request),



as of 11:00am (London time) on the
Quotation Day for which an interest rate is to be determined for the offering of
deposits in US Dollars and for a period of comparable to the Interest Period for
that Loan. 

"Loan" means, as the context
requires, a loan made or to be made under the Facility or the principal amount
outstanding at any time of that loan. 

"London Business Day" means a
day (other than a Saturday or Sunday) on which commercial banks are open for
general business including dealings in interbank deposits in London. 

"Majority Lenders" means at any
  time:

	 	(a) 	
      if there is any Loan then outstanding, a Lender or
      Lenders whose participations in the Loan(s) then outstanding aggregate
      more than 66 2/3% of such Loan(s), or

	 	 	 
	 	(b) 	
      if there is no Loan then outstanding and the Available
      Facility is then greater than zero, a Lender or Lenders whose Available
      Commitments aggregate more than 66 2/3% of the Available Facility,
    or

	 	 	 
	 	(c) 	
      if there is no Loan then outstanding and the Available
      Facility is then zero;



-4-




Execution 

	 	(i) 	
      if the Available Facility became zero after a Loan ceased
      to be outstanding, a Lender or Lenders whose Available Commitments
      aggregated more than 66 2/3% of the Available Facility immediately before
      the Available Facility became zero, or

	 	 	 
	 	(ii) 	
      if a Loan ceased to be outstanding after the Available
      Facility became zero, a Lender or Lenders whose participations in the
      Loan(s) outstanding immediately before any Loan ceased to be outstanding
      aggregated more than 66 2/3% of such Loan(s).



"Margin" means three per cent
(3%) per annum. 

“Material Adverse Change” means
any event or circumstance that has or could reasonably be expected to have a
material adverse effect. 

“Mr. Tu” means Mr. Tu Guo
Shen, holder of passport of the People’s Republic
of China No.G28948045. 

“Obligors” means the Borrower,
Mr. Tu and any other person (other than a Finance Party) who is a party to a
Finance Document; and “Obligor” means any of them. 

“Original Financial Statements”
means the audited and consolidated financial statements of the Group for the
financial years ended 31 December 2009, 31 December 2008 and 31 December
2007.

"Party" means a party to this
Agreement. 

“Permitted Holders” means Mr. Tu
and his estate, spouse, ancestors and lineal descendants, the legal
representatives of any of the foregoing and the trustees of any bona fide trusts
of which the foregoing are the sole beneficiaries or the grantors, or any entity
of which the foregoing beneficially own, individually or collectively with any
of the foregoing, at least 80% of the total voting power of the voting shares of
such entity. 

“Permitted Security Interest”
means 

	 	(i) 	
      any Security Interest arising or constituted under any
      retention of title or similar provision in a supplier's or vendor's terms
      and conditions of supply or sale of goods or materials acquired by the
      Borrower or any other Group Company in the ordinary course of business and
      provided no default exists in respect of the obligations which the
      Security Interest secures;

	 	 	 
	 	(ii) 	
      any Security Interest for any Taxes which are not yet due
      or remain payable without penalty (other than those which are currently
      being contested in good faith by appropriate proceedings and in respect of
      which the Borrower or any other Group Company has made adequate reserve
      (being not less than an amount which would be required to be reserved in
      accordance with GAAP)) provided always that no document has been filed,
      registered, recorded or lodged with any court, registry, office, or
      regional, provincial, governmental or other authority by any person
    for the purpose of perfecting or
preserving such Security Interest or the priority thereof; 



-5- 




Execution

	 	(iii) 	
      any Security Interest arising or constituted by any
      lease, rental, hire, conditional sale or similar agreement entered into by
      the Borrower or any other Group Company relating to the assets acquired by
      it in the ordinary course of business (and not for the primary purpose of
      raising finance) provided always that the entry into and performance of
      such arrangements does not contravene any provision of any of the Finance
      Documents;

	 	 	 
	 	(iv) 	
      any Security Interest on property acquired by the
      Borrower or any other Group Company after the date hereof which existed on
      such property at the time of its acquisition (but which was not created in
      anticipation thereof) provided that the terms thereof and the acquisition
      of such property do not contravene any provision of any of the Finance
      Documents and the principal amount secured thereby has not been increased
      in contemplation of, or since the acquisition of that property by the
      Borrower;

	 	 	 
	 	(v) 	
      any netting or set-off arrangement entered into by the
      Borrower or any other Group Company in the ordinary course of its banking
      arrangements for the purpose of netting debit and credit
  balances;

	 	 	 
	 	(vi) 	
      any Security Interest on any asset of a Group Company in
      the PRC securing any Financial Indebtedness of a Group Company in the PRC
      consistent with past practice.



"Potential Event of Default"
means any event or circumstance specified in Schedule 7 (Events of
Defaults) which would (with the expiry of a grace period, the giving of
notice, the making of any determination under the Finance Documents or any
combination of any of the foregoing) be an Event of Default. 

“PRC” means the People’s
Republic of China excluding, for the purpose of this Agreement, Hong Kong, Macau
and Taiwan. 

"Quotation Day" means, in
relation to any period for which an interest rate is to be determined, two (2)
London Business Days before the first day of that period. 

"Reference Banks" means such
banks as may be appointed by the Facility Agent in consultation with the
Borrower. 

“Related Business” means any
manufacturing, distributing, installing and servicing security, surveillance,
fire and alarm products and systems and developing security and surveillance
related software in PRC and other products or systems in similar nature. 

"Relevant Interbank Market"
means the London interbank market. 

“SAFE Circulars” means Notice on
the Relevant Issues Concerning Foreign Exchange Control on Domestic Residents'
Corporate Financing and Roundtrip Investment Through Offshore Special Purpose
Vehicles  

-6- 




Execution 




"Screen Rate" means the British
Bankers’ Association LIBOR fixing for the relevant period displayed on the
appropriate page of the Reuters screen. If the agreed page is replaced or
service ceases to be available, the Facility Agent may specify another page or
service displaying the appropriate rate after consultation with the Borrower and
the Lenders. 

"Security Interest" means (i) a
mortgage, charge, pledge, lien or other encumbrance securing any obligation of
any person, (ii) any arrangement under which money or claims to, or for the
benefit of, a bank or other account may be applied, set-off or made subject to a
combination of accounts so as to effect payment of sums owed or payable to any
person or (iii) any other type of preferential arrangement (including title
transfer and retention arrangements) having a similar effect. 

"Tax" means any tax, levy,
impost, duty or other charge or withholding of a similar nature (including any
penalty or interest payable in connection with any failure to pay or any delay
in paying any of the same). 

"Tax Deduction" has the meaning
given to such term in Clause 12.1 (Tax definitions). 

"Total Commitments" means at any
time the aggregate of the Commitments. 

"Transfer Certificate" means a
certificate substantially in the form set out in Schedule 4 (Form of Transfer
Certificate) or any other form agreed between the Facility Agent and the
Borrower. 

"Transfer Date" means, in
relation to a transfer, the later of: 

	 	(a) 	
      the proposed Transfer Date specified in the Transfer
      Certificate; and

	 	 	 
	 	(b) 	
      the date on which the Facility Agent executes the
      Transfer Certificate.



“United States” means the United
States of America. 

"Unpaid Sum" means any sum due
and payable but unpaid by the Borrower under this Agreement. 

-7- 




Execution 

"Utilisation" means a
utilisation of the Facility. 

"Utilisation Date" means the
date of a Utilisation, being the date on which the relevant Loan is to be made.


"Utilisation Request" means a
notice substantially in the form set out in Schedule 3 (Utilisation
Request). 

	1.2 	
      Construction




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

	 	 	 
		(i) 	
      any "Administrative Party", the "Agent",
      the "Arranger", any "Finance Party", any "Lender",
      the “Borrower”, any "Obligor" or any "Party" shall be
      construed so as to include its successors in title, permitted assigns and
      permitted transferees;

	 	 	 
		(ii) 	
      "affiliate" of any specified person
  means:




	 	(a) 	
      any other person directly or indirectly controlling or
      controlled by or under direct or indirect common control with such
      specified person, or

	 	 	 	 
	 	(b) 	
      any other person who is a director or officer
  of:

	 	 	 	 
	 		(1) 	
      such specified person,

	 	 	 	 
	 		(2) 	
      any subsidiary of such specified person,

	 	 	 	 
	 		(3) 	
      any person described in (a) above, or

	 	 	 	 
	 	(c) 	
      any spouse, parent, child, brother or sister of any
      person described in (a) or (b) above;




	 	(iii) 	
      "applicable law or regulation" includes any law,
      regulation, rule, official directive, request or guideline (whether or not
      having the force of law) of any governmental, intergovernmental or
      supranational body, agency, department or regulatory, self-regulatory or
      other authority or organisation;

	 	 	 
	 	(iv) 	
      a document is in “agreed form” if it is agreed and
      initialled for the purpose of identification as such by the Borrower and
      the Facility Agent;

	 	 	 
	 	(v) 	
      "assets" includes present and future properties,
      revenues and rights of every description;

	 	 	 
	 	(vi) 	
      "authorisation" means:




	 	(d) 	
      an authorisation, consent, approval, resolution, licence,
      exemption, filing, notarisation, lodgement or registration; or

	 	 	 
	 	(e) 	
      in relation to anything which will be fully or partly
      prohibited or restricted by law if a government agency intervenes or acts
      in any way within a specified period after
lodgement, filing, registration or notification, the expiry of that period
without intervention or action; 



-8- 




Execution

	 	(vii) 	
      "business day" means a day (other than a Saturday
      or Sunday) on which banks are open for general business in New York,
      London and Hong Kong;

	 	 	 
	 	(viii) 	
      “contractual obligations” means, as to any person,
      any provision of any security issued by such person or of any agreement,
      undertaking, contract, indenture, mortgage, deed of trust or other
      instrument or arrangement (whether in writing or otherwise) to which such
      person is a party or by which it or any of such person’s property is
      bound;

	 	 	 
	 	(ix) 	
      “control” means the power to direct the management
      and policies of a body corporate, whether through the ownership of voting
      capital, by contract or otherwise and “controlled” shall be
      construed accordingly;

	 	 	 
	 	(x) 	
      a "Finance Document" or any other agreement or
      instrument is a reference to that Finance Document or other agreement or
      instrument as amended, novated, supplemented, extended or
  restated;

	 	 	 
	 	(xi) 	
      "governmental agency" means any government or any
      governmental agency, semi-governmental or judicial entity or authority
      (including, without limitation, any stock exchange or any self-regulatory
      organisation established under statute);

	 	 	 
	 	(xii) 	
      "holding company" means, in relation to a company
      or corporation, any other company or corporation in respect of which it is
      a subsidiary;

	 	 	 
	 	(xiii) 	
      "including" shall be construed as "including
      without limitation" (and cognate expressions shall be construed
      similarly);

	 	 	 
	 	(xiv) 	
      "indebtedness" includes any obligation (whether
      incurred as principal or as surety) for the payment or repayment of money,
      whether present or future, actual or contingent;

	 	 	 
	 	(xv) 	
      "indirect tax" means any goods and services tax,
      consumption tax, value added tax or any tax of a similar nature;

	 	 	 
	 	(xvi) 	
      “material adverse effect” means a material adverse
      effect on (a) the property, business, operations, financial condition,
      liabilities or capitalization of the Group , taken as a whole, (b) the
      ability of any Obligor to perform its payment obligations or any of its
      material obligations under any of the Finance Documents to which it is a
      party, (c) the validity or enforceability of any of the Finance Documents,
      (d) the material rights and remedies of the Finance Parties under any of
      the Finance Documents or (e) the timely repayment of the Loan or payment
      of interest accrued or any other amount payable by the Borrower under this
      Agreement;

	 	 	 
	 	(xvii) 	
      "month" means a period starting on one day in a
      calendar month and ending on the numerically corresponding day in the next
      calendar month, except that:



-9-




Execution

	 	(a) 	
      if the numerically corresponding day is not a business
      day, that period shall end on the next business day in that calendar month
      in which that period is to end if there is one, or if there is not, on the
      immediately preceding business day;

	 	 	 
	 	(b) 	
      if there is no numerically corresponding day in the
      calendar month in which that period is to end, that period shall end on
      the last business day in that calendar month; and

	 	 	 
	 	(c) 	
      if an Interest Period begins on the last business day of
      a calendar month, that Interest Period shall end on the last business day
      in the calendar in which that Interest Period is to
end;



The above rules will apply only to the
last month of any period.

	 	(xviii) 	
      "subsidiary" means in relation to any company or
      corporation, a company or corporation:

	 	 	 	 
	 		(a) 	
      which is controlled, directly or indirectly, by the first
      mentioned company or corporation;

	 	 	 	 
	 		(b) 	
      more than half the issued equity share capital of which
      is beneficially owned, directly or indirectly, by the first mentioned
      company or corporation; or

	 	 	 	 
	 		(c) 	
      which is a subsidiary of another subsidiary of the first
      mentioned company or corporation,

	 	 	 	 
	 			
      and for this purpose, a company or corporation shall be
      treated as being controlled by another if that other company or
      corporation is able to direct its affairs and/or to control the
      composition of its board of directors or equivalent body;

	 	 	 	 
	 	(xix) 	
      a Lender's "participation" in a Loan or Unpaid Sum
      includes an amount (in the currency of such Loan or Unpaid Sum)
      representing the fraction or portion (attributable to such Lender by
      virtue of the provisions of this Agreement) of the total amount of such
      Loan or Unpaid Sum and the Lender's rights under this Agreement in respect
      thereof;

	 	 	 	 
	 	(xx) 	
      a "person" includes any individual, firm, company,
      corporation, government, state or agency of a state or any association,
      trust, joint venture, consortium or partnership (whether or not having
      separate legal personality);

	 	 	 	 
	 	(xxi) 	
      a provision of law is a reference to that provision as
      amended or re-enacted; and

	 	 	 	 
	 	(xxii) 	
      a time of day is a reference to Hong Kong
  time.



(b)      Clause and Schedule headings
are for ease of reference only.

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Execution

	(c) 	
      Unless a contrary indication appears, a term used in any
      other Finance Document or in any notice given under or in connection with
      any Finance Document has the same meaning in that Finance Document or
      notice as in this Agreement.

	 	 
	(d) 	
      A Potential Event of Default or an Event of Default is
      "continuing" if it has not been remedied or waived.

	 	 
	(e) 	
      Where this Agreement specifies an amount in a given
      currency (the "specified currency") "or its equivalent", the
      "equivalent" is a reference to the amount of any other currency
      which, when converted into the specified currency utilising the Facility
      Agent's spot rate of exchange for the purchase of the specified currency
      with that other currency at or about 11 a.m. on the relevant date, is
      equal to the relevant amount in the specified
currency.




	1.3 	
      Currency Symbols

	 	 	 
		(a) 	
      “USD” or “US Dollars” or “Dollars”
      denotes the lawful currency of the United States of America.

	 	 	 
		(b) 	
      “RMB” denotes the lawful currency of the
    PRC.

	 	 	 
	2. 	
      THE FACILITY

	 	 	 
	2.1 	
      The Facility

	 	 	 
		
      Subject to the terms of this Agreement, the Lenders make
      available to the Borrower a US Dollar term loan facility in an aggregate
      amount equal to the Total Commitments.

	 	 	 
	2.2 	
      Finance Parties' rights and
  obligations




	(a) 	
      The obligations of the Finance Parties under the Finance
      Documents are several. Failure by a Finance Party to perform its
      obligations under the Finance Documents does not affect the obligations of
      any other Party under the Finance Documents. No Finance Party is
      responsible for the obligations of any other Finance Party under the
      Finance Documents.

	 	 
	(b) 	
      The rights of the Finance Parties under or in connection
      with the Finance Documents are separate and independent rights and any
      debt arising under the Finance Documents to a Finance Party from an
      Obligor shall be a separate and independent debt.

	 	 
	(c) 	
      A Finance Party may, except as otherwise stated in the
      Finance Documents, separately enforce its rights under the Finance
      Documents.



2.3      Commitments

	(a) 	
      Subject to paragraph (b) below:

	 	 	 	 
		(i) 	
      on the date of this Agreement, the currency and amount of
      the Commitment of the Original Lender is the currency and amount set
      opposite its name under the heading "Commitment" in Schedule 1 (The
      Original Lender and Commitment); and

	 	 	 	 
		(ii) 	
      after the date of this Agreement:

	 	 	 	 
			(1) 	
      the currency and amount of the Commitment of the Original
      Lender is the currency and amount set opposite its name under the
      heading "Commitment" in Schedule 1 (The
Original Lender and Commitment) plus the currency and amount of the
Commitment of any other Lender transferred to it in accordance with this
Agreement but minus the currency and amount of its Commitment transferred
by it in accordance with this Agreement; and



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Execution

	 	(2) 	
      the currency and amount of the Commitment of any Lender
      other than the Original Lender is the currency and amount of the
      Commitment of any other Lender (whether or not the Original Lender)
      transferred to it in accordance with this Agreement minus the
      currency and amount of its Commitment transferred by it in accordance with
      this Agreement.




	(b) 	
      The Commitment of any Lender is subject to any
      cancellation or reduction thereof in accordance with this
  Agreement.




	3. 	
      PURPOSE

	 	 	 
	3.1 	
      PURPOSE

	 	 	 
		
      The Borrower shall apply all amounts borrowed by it under
      the Facility for general working capital purpose.

	 	 	 
	3.2 	
      Monitoring

	 	 	 
		
      No Finance Party is bound to monitor or verify the
      application of any amount borrowed pursuant to this Agreement.

	 	 	 
	4. 	
      CONDITIONS OF UTILISATION

	 	 	 
	4.1 	
      The Borrower may not deliver the first Utilisation
      Request unless all conditions precedent set out in Schedule 2
      (Conditions Precedent) have been satisfied in accordance with this
      Clause 4 (Conditions of Utilisation). The Facility Agent shall
      notify the Borrower and the Lenders promptly upon being satisfied with the
      same.

	 	 	 
	4.2 	
      The Borrower’s right to submit a Utilisation Request
      (including the first Utilisation Request) is further subject to all
      conditions precedent set out in Part B of Schedule 2 (Conditions
      Precedent) having been satisfied in accordance with this Clause 4
      (Conditions of Utilisation).

	 	 	 
	4.3 	
      The Borrower shall be deemed to have satisfied the
      conditions precedent in this Clause 4 (Conditions of Utilisation)
      if:

	 	 	 
		(i) 	
      the documents and other evidence referred to in Schedule
      2 (Conditions Precedent) and any documentary evidence relating to
      the satisfaction of the conditions precedent set out in Schedule 2
      (Conditions Precedent) are delivered to Facility Agent in form and
      substance satisfactory to it; and

	 	 	 
		(ii) 	
      no Material Adverse Change has occurred and no change in
      applicable law or regulation or in the interpretation thereof shall be
      applicable that either restrains or prevents or imposes materially adverse
      conditions upon the transactions contemplated by or in connection with the
      Finance Documents.



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Execution 

	4.4 	
      All copies of documents delivered to Facility Agent as
      required under this Clause 4 (Conditions of Utilisation) shall be
      certified by an Authorised Person as being true and complete copies of the
      originals.




	5. 	
      UTILISATION

	 	 
	5.1 	
      Delivery of a Utilisation Request

	 	 
		
      The Borrower may utilise the Facility by delivery to the
      Facility Agent of a duly completed Utilisation Request not later than
      10:00am (Hong Kong time) on the third business day before the proposed
      Utilisation Date.

	 	 
	5.2 	
      Completion of Utilisation Request

	 	 
		
      The Utilisation Request is irrevocable and will not be
      regarded as having been duly completed unless:




	 	(i) 	
      the proposed Utilisation Date is a business day within
      the Availability Period; and

	 	 	 
	 	(ii) 	
      the currency and amount of the Utilisation comply with
      Clause 5.3 (Currency and amount).




	5.3 	
      Currency and amount




	(a) 	
      The currency specified in a Utilisation Request must be
      US Dollars.

	 	 
	(b) 	
      The amount of the proposed Loan must be an amount which
      is not more than the Available Facility and which is a minimum of
      USD10,000,000 or, if less, the Available
Facility.




	5.4 	
      Lenders'
participations




	(a) 	
      If the conditions set out in Clause 4 (Conditions of
      Utilisation) and 5.1 (Delivery of a Utilisation Request) to 5.3
      (Currency and amount) above have been met, each Lender shall make
      its participation in each Loan available by the Utilisation Date through
      its Facility Office.

	 	 
	(b) 	
      The amount of each Lender's participation in each Loan
      will be equal to the proportion borne by its Available Commitment to the
      Available Facility immediately prior to making that Loan.

	 	 
	(c) 	
      The Facility Agent shall notify each Lender of the amount
      of each Loan and the amount of its participation in that Loan by 11:00am
      (Hong Kong time) on the second business day before the Utilisation
      Date.




	5.5 	
      Cancellation of Available Facility

	 	 	 
		
      On the expiry of the Availability Period (in the
      principal financial centre of the country of the relevant
  currency):

	 	 	 
		(a) 	
      the Available Commitment (if any) of each Lender shall be
      immediately and automatically reduced to zero; and

	 	 	 
		(b) 	
      the Commitment of each Lender shall be immediately and
      automatically reduced by the amount (if any) of the Available Commitment
      of such Lender immediately before the reduction to zero of its
Available Commitment in accordance with paragraph (a) above. 



-13- 




Execution

	6. 	
      REPAYMENT

	 	 	 	 
	6.1 	
      Repayment of Loans

	 	 	 	 
		
      The Borrower shall repay the Loans on the Final Maturity
      Date.

	 	 	 	 
	6.2 	
      Reborrowing

	 	 	 	 
		
      The Borrower may not reborrow any part of the Facility
      which is repaid.

	 	 	 	 
	7. 	
      PREPAYMENT AND CANCELLATION

	 	 	 	 
	7.1 	
      Illegality

	 	 	 	 
		
      If, at any time, it is or will become unlawful in any
      applicable jurisdiction for a Lender to perform any of its obligations as
      contemplated by this Agreement or to fund or maintain its participation in
      any Loan:

	 	 	 	 
		(a) 	
      that Lender shall promptly notify the Facility Agent upon
      becoming aware of that event;

	 	 	 	 
		(b) 	
      upon the Facility Agent notifying the Borrower, the
      Commitment of that Lender will be immediately cancelled; and

	 	 	 	 
		(c) 	
      the Borrower shall repay that Lender's participation in
      the Loans on the last day of the Interest Period of each Loan occurring
      after the Facility Agent has notified the Borrower or, if earlier, the
      date specified by the Lender in the notice delivered to the Facility Agent
      (being no earlier than the last day of any applicable grace period
      permitted by law).

	 	 	 	 
	7.2 	
      Cancellation

	 	 	 	 
		
      The Facility may not be cancelled except as otherwise
      provided in this Agreement.

	 	 	 	 
	7.3 	
      Change of Control

	 	 	 	 
		(a) 	
      Upon the occurrence of a Change of Control:

	 	 	 	 
			(i) 	
      the Borrower shall promptly notify the Facility Agent
      upon becoming aware of that event;

	 	 	 	 
			(ii) 	
      if the Majority Lenders so require, the Facility Agent
      shall, by not less than 30 days notice to the Borrower, cancel the
      Facility and declare all outstanding Loans together with accrued interest,
      and all other amounts accrued under the Finance Documents immediately due
      and payable, whereupon the Facility will be cancelled and all such
      outstanding amounts will become immediately due and payable; and

	 	 	 	 
			(iii) 	
      alternatively, if the Majority Lenders so require, the
      Facility Agent may, by not less than 30 days notice to the Borrower,
      require the Borrower to prepay a part of the Loans in such amount and on
      such date as is specified in the said notice.



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Execution

	 	(b) 	
      For the purpose of this Clause 7.3 (Change of
      Control), a “Change of Control” means the occurrence of any of
      the following event:-

	 	 	 	 
	 		(i) 	
      the Permitted Holders cease to be the beneficial owners,
      directly or indirectly, of a least 10% of the total voting power of the
      voting shares of the Borrower or any person or persons, acting together,
      other than the Permitted Holders become the beneficial owner(s) of a
      higher percentage of the total voting power of the voting shares of the
      Borrower than that of which the Permitted Holders are beneficial owners,
      directly or indirectly, whether as a result of the issuance of securities
      of the Borrower, any merger, consolidation, liquidation or dissolution of
      the Borrower, any direct or indirect transfer of securities by the
      Permitted Holders or otherwise (for this purpose, the Permitted Holders
      will be deemed to beneficially own any voting shares of the specified
      company held by a parent company so long as the Permitted Holders
      beneficially own, directly or indirectly, in the aggregate a majority of
      the total voting power of the voting shares of such parent company);
    or

	 	 	 	 
	 		(ii) 	
      the sale, transfer, assignment, lease, conveyance or
      other disposition, directly or indirectly, of all or substantially all the
      assets of the Borrower and its subsidiaries, considered as a whole (other
      than a disposition of such assets as an entirety or virtually as an
      entirety to a wholly owned subsidiary or one or more Permitted Holders),
      shall have occurred, or the Borrower merges consolidates or amalgamates
      with or into any other person (other than one or person more Permitted
      Holders) or any other person (other than one or more Permitted Holders)
      merges, consolidates or amalgamates with or into the Borrower, in any such
      event pursuant to a transaction in which the outstanding voting shares of
      the Borrower is reclassified into or exchanged for cash, securities or
      other assets, other than such transaction where:

	 	 	 	 
	 		(iii) 	
      the outstanding voting shares of the Borrower is
      reclassified into or exchanged for other voting shares of the Borrower or
      for the voting shares of the surviving entity, and

	 	 	 	 
	 		(iv) 	
      the holders of the voting shares of the Borrower
      immediately prior to such transaction own, directly or indirectly, not
      less than a majority of the voting shares of the Borrower or the surviving
      entity immediately after such transaction and in substantially the same
      proportion as before the transaction; or

	 	 	 	 
	 		(v) 	
      individuals who on the date of this Agreement constitute
      the board of directors (together with any new directors whose election or
      appointment by such board or whose nomination for election by the
      shareholders of the Borrower is approved by a vote of not less than the
      majority of the directors then still in office who are either directors on
      the date of this Agreement or whose election or nomination for election
      has been previously so approved) cease for any reason to constitute
    a majority of the board of directors
then in office; or the shareholders of the Borrower shall have approved any plan
of liquidation or dissolution of the Borrower. 



-15-




Execution

	7.4 	
      Voluntary Prepayment

	 	 	 
		(a) 	
      The Borrower may, if it gives the Facility Agent not less
      than one (1) month’s (or such shorter period as the Majority Lenders may
      agree) prior notice, prepay on an Interest Payment Date or the Final
      Maturity Date the whole or any part of any Loan (but, if in part, being an
      amount that is an integral multiple of USD500,000).

	 	 	 
		(b) 	
      A Loan may be prepaid only after the last day of the
      Availability Period (or, if earlier, the day on which the Available
      Facility is zero).

	 	 	 
	7.5 	
      Right of prepayment and cancellation in relation to a
      single Lender




	(a) 	
      If:

	 	 	 
		(i) 	
      any sum payable to any Lender by the Borrower is required
      to be increased under paragraph (a) of Clause 12.2 (Tax gross-up);
      or

	 	 	 
		(ii) 	
      any Lender claims indemnification from the Borrower under
      Clause 12.3 (Tax indemnity) or Clause 13.1 (Increased
      costs),

	 	 	 
		
      the Borrower may, whilst the circumstance giving rise to
      the requirement or indemnification continues, give the Facility Agent
      notice of cancellation of the Commitment of that Lender and its intention
      to procure the prepayment of that Lender's participation in the
    Loans.

	 	 	 
	(b) 	
      On receipt of a notice referred to in paragraph (a)
      above, the Commitment of that Lender shall immediately be reduced to
      zero.

	 	 	 
	(c) 	
      On the last day of each Interest Period which ends after
      the Borrower has given notice under paragraph (a) above (or, if earlier,
      the date specified by the Borrower in that notice), the Borrower shall
      prepay that Lender's participation in the relevant
Loan.



7.6    Restrictions

	(a) 	
      Any notice of cancellation or prepayment given by any
      Party under this Clause 7 (Prepayment and Cancellation) shall be
      irrevocable and, unless a contrary indication appears in this Agreement,
      shall specify the date or dates upon which the relevant cancellation or
      prepayment is to be made and the amount of that cancellation or
      prepayment.

	 	 
	(b) 	
      Any prepayment under this Agreement shall be made
      together with accrued interest on the amount prepaid and, subject to any
      Break Costs, without premium or penalty.

	 	 
	(c) 	
      The Borrower may not reborrow any part of the Facility
      which is prepaid.



-16-




Execution

	(d) 	
      The Borrower shall not repay or prepay all or any part of
      any Loan or reduce any Commitment except at the times and in the manner
      expressly provided for in this Agreement.

	 	 
	(e) 	
      If any Commitment is reduced in accordance with this
      Agreement, the amount of such reduction may not be subsequently
      reinstated.

	 	 
	(f) 	
      If the Facility Agent receives a notice under this Clause
      7 (Prepayment and Cancellation) it shall promptly forward a copy of
      that notice to either the Borrower or the affected Lender, as
      appropriate.

	 	 
	(g) 	
      Any prepayment under Clause 7.3 (Change of
      Control) or Clause 7.4 (Voluntary Prepayment) shall satisfy the
      obligations under Clause 6.1 (Repayment of Loans) in inverse
      chronological order and be applied rateably among the participations of
      all Lenders.




	8. 	
      INTEREST

	 	 	 
	8.1 	
      Calculation of interest

	 	 	 
		
      The rate of interest on each Loan for each Interest
      Period is the percentage rate per annum which is the aggregate of the
      applicable:

	 	 	 
		(a) 	
      Margin; and

	 	 	 
		(b) 	
      LIBOR.

	 	 	 
	8.2 	
      Payment of interest

	 	 	 
		
      The Borrower shall pay accrued interest on that Loan on
      each Interest Payment Date.

	 	 	 
	8.3 	
      Default interest

	 	 	 
		(a) 	
      If the Borrower fails to pay any amount payable by it
      under this Agreement on its due date, interest shall accure on the Unpaid
      Sum from the due date to the date of actual payment (both before and after
      judgment) at a rate which is five (5) percent. higher than the rate which
      would have been payable if the Unpaid Sum had, during the period of
      non-payment, constituted a Loan for successive Interest Periods, each of a
      duration selected by the Facility Agent (acting reasonably). Any interest
      accruing under this Clause 8.3 (Default Interest) shall be
      immediately payable by the Borrower on demand by the Facility
  Agent.

	 	 	 
		(b) 	
      If any Unpaid Sum consists of all or part of a Loan which
      became due on a day which was not the last day of an Interest Period
      relating to that Loan the first Interest Period for that Unpaid Sum shall
      have a duration equal to the unexpired portion of the current Interest
      Period relating to that Loan.

	 	 	 
		(c) 	
      Default interest (if unpaid) arising on an Unpaid Sum
      will be compounded with the Unpaid Sum at the end of each Interest Period
      applicable to that Unpaid Sum but will remain immediately due and
      payable.



-17-




Execution

	8.4 	
      Notification of rates of interest

	 	 	 
		
      The Facility Agent shall promptly notify the Lenders and
      the Borrower of the determination of a rate of interest under this
      Agreement.

	 	 	 
	9. 	
      INTEREST PERIODS

	 	 	 
	9.1 	
      Interest Periods

	 	 	 
		(a) 	
      Each Interest Period for a Loan shall be of a duration of
      six (6) months.

	 	 	 
		(b) 	
      Each Interest Period for a Loan shall start on the
      Utilisation Date or (if a Loan has already been made) on the last day of
      the preceding Interest Period of such Loan.

	 	 	 
		(c) 	
      An Interest Period shall not extend beyond the Final
      Maturity Date.

	 	 	 
	9.2 	
      Non-Business Days

	 	 	 
		
      If an Interest Period would otherwise end on a day which
      is not a business day, that Interest Period will instead end on the next
      business day in that calendar month (if there is one) or the preceding
      business day (if there is not).

	 	 	 
	9.3 	
      Consolidation of Loans

	 	 	 
		
      If the Interest Periods of two or more Loans end on the
      same date, those Loans will be consolidated into, and treated as, a single
      Loan on the last day of that Interest Period.

	 	 	 
	10. 	
      CHANGES TO THE CALCULATION OF INTEREST

	 	 	 
	10.1 	
      Absence of quotations

	 	 	 
		
      Subject to Clause 10.2 (Market disruption), if
      LIBOR is to be determined by reference to the Reference Banks but a
      Reference Bank does not supply a quotation by noon on the Quotation Day,
      the applicable LIBOR shall be determined on the basis of the quotations of
      the remaining Reference Banks.

	 	 	 
	10.2 	
      Market disruption




	(a) 	
      Subject to any alternative basis agreed and consented to
      as contemplated by paragraphs (a) and (b) of Clause 10.3 (Alternative
      basis of interest or funding), if a Market Disruption Event occurs in
      relation to a Loan for any Interest Period, then the rate of interest on
      each Lender's share of that Loan for the Interest Period shall be the rate
      per annum which is the sum of:

	 	 	 
		(i) 	
      the Margin; and

	 	 	 
		(ii) 	
      the higher of (x) the rate notified to the Facility Agent
      by that Lender as soon as practicable and in any event before interest is
      due to be paid in respect of that Interest Period to be that which
      expresses as a percentage rate per annum the cost to that Lender of
      funding its participation in that Loan from whatever source it may
      reasonably select and (y) in relation to a Market Disruption Event under
      paragraph (b)(ii) below, LIBOR.



-18-




Execution

	(b) 	
      In this Agreement "Market Disruption Event"
      means:

	 	 	 
		(i) 	
      at or about noon on the Quotation Day for the relevant
      Interest Period the Screen Rate is not available or the Screen Rate is
      zero or negative and none or only one of the Reference Banks supplies a
      rate to the Facility Agent to determine LIBOR for US Dollars for the
      relevant Interest Period; or

	 	 	 
		(ii) 	
      before noon (Hong Kong time) on the business day
      immediately following the Quotation Day for the relevant Interest Period,
      the Facility Agent receives notifications from a Lender or Lenders (whose
      participations in a Loan exceed 30 per cent. of that Loan) that the cost
      to it or them of obtaining matching deposits in the Relevant Interbank
      Market would be in excess of LIBOR.




	10.3 	
      Alternative basis of interest or
  funding




	(a) 	
      If a Market Disruption Event occurs and the Facility
      Agent or the Borrower so requires, the Facility Agent and the Borrower
      shall enter into negotiations (for a period of not more than thirty days)
      with a view to agreeing a substitute basis for determining the rate of
      interest.

	 	 
	(b) 	
      Any alternative basis agreed pursuant to paragraph (a)
      above shall, with the prior consent of all the Lenders and the Borrower,
      be binding on all Parties.

	 	 
	(c) 	
      For the avoidance of doubt, in the event that no
      substitute basis is agreed at the end of the thirty day period, the rate
      of interest shall continue to be determined in accordance with the terms
      of this Agreement.




	10.4 	
      Break Costs




	(a) 	
      The Borrower shall, within three (3) business days of
      demand by a Finance Party, pay to that Finance Party its Break Costs
      attributable to all or any part of a Loan or Unpaid Sum being paid by the
      Borrower on a day other than the last day of an Interest Period for that
      Loan or Unpaid Sum.

	 	 
	(b) 	
      Each Lender shall, as soon as reasonably practicable
      after a demand by the Facility Agent, provide a certificate confirming the
      amount of its Break Costs for any Interest Period in which they
    accrue.




	11. 	
      FEES

	 	 
	11.1 	
      Commitment Fee




	(a) 	
      The Borrower shall pay to the Facility Agent (for the
      account of each Lender) a fee computed at the rate of a quarter of one per
      cent (0.25%) per annum on that Lender’s Available Commitment under the
      Facility for the Availability Period.

	 	 
	(b) 	
      The accrued commitment fee is payable on the last day of
      each successive period of three (3) months which ends during the
      Availability Period, on the last day of the Availability Period and, if
      cancelled in full, on the cancelled amount of the relevant
  Lender’



-19-




Execution

	11.2 	
      Arrangement Fee

	 	 
		
      The Company shall pay to the Arranger an arrangement fee
      in the amount of USD500,000 within one (1) month of the date of this
      Agreement.

	 	 
	12. 	
      TAX GROSS UP AND INDEMNITIES

	 	 
	12.1 	
      Tax definitions




	(a) 	
      In this Clause 12 (Tax Gross Up and
      Indemnities):

	 	 
		
      "Tax Credit" means a credit against, relief or
      remission for, or repayment of any Tax.

	 	 
		
      "Tax Deduction" means a deduction or withholding
      for or on account of Tax from a payment under a Finance
Document.

	 	 
		
      "Tax Payment" means an increased payment made by
      the Borrower to a Finance Party under Clause 12.2 (Tax gross-up) or
      a payment under Clause 12.3 (Tax indemnity).

	 	 
	(b) 	
      Unless a contrary indication appears, in this Clause 12
      (Tax Gross Up and Indemnities) a reference to "determines" or
      "determined" means a determination made in the absolute discretion of the
      person making the determination.




	12.2 	
      Tax gross-up




	(a) 	
      All payments to be made by the Borrower to any Finance
      Party under the Finance Documents shall be made free and clear of and
      without any Tax Deduction unless the Borrower is required to make a Tax
      Deduction, in which case the sum payable by the Borrower (in respect of
      which such Tax Deduction is required to be made) shall be increased to the
      extent necessary to ensure that such Finance Party receives a sum net of
      any deduction or withholding equal to the sum which it would have received
      had no such Tax Deduction been made or required to be made.

	 	 
	(b) 	
      The Borrower shall promptly upon becoming aware that the
      Borrower must make a Tax Deduction (or that there is any change in the
      rate or the basis of a Tax Deduction) notify the Facility Agent
      accordingly. Similarly, a Lender shall notify the Facility Agent on
      becoming so aware in respect of a payment payable to that Lender. If the
      Facility Agent receives such notification from a Lender it shall notify
      the Borrower.

	 	 
	(c) 	
      If the Borrower is required to make a Tax Deduction, the
      Borrower shall make that Tax Deduction and any payment required in
      connection with that Tax Deduction within the time allowed and in the
      minimum amount required by law.

	 	 
	(d) 	
      Within thirty days of making either a Tax Deduction or
      any payment required in connection with that Tax Deduction, the Borrower
      shall deliver to the Facility Agent for the Finance Party entitled to the
      payment evidence reasonably satisfactory to that Finance Party that the
      Tax Deduction has been made or (as applicable) any appropriate payment
      paid to the relevant taxing authority.




	12.3 	
      Tax indemnity




	(a) 	
      Without prejudice to Clause 12.2 (Tax gross-up),
      if any Finance Party is required to make any payment of or on account of
      Tax on or in relation to any sum received or
receivable under the Finance Documents (including
any sum deemed for purposes of Tax to be received or receivable by such Finance
Party whether or not actually received or receivable) or if any liability in
respect of any such payment is asserted, imposed, levied or assessed against any
Finance Party, the Borrower shall, within three (3) business days of demand of
the Facility Agent, promptly indemnify the Finance Party which suffers a loss or
liability as a result against such payment or liability, together with any
interest, penalties, costs and expenses payable or incurred in connection
therewith, provided that this Clause 12.3 (Tax indemnity) shall not apply
to: 



-20-




Execution

	 	(i) 	
      any Tax imposed on and calculated by reference to the net
      income actually received or receivable by such Finance Party (but, for the
      avoidance of doubt, not including any sum deemed for purposes of Tax to be
      received or receivable by such Finance Party but not actually receivable)
      by the jurisdiction in which such Finance Party is incorporated;
  or

	 	 	 
	 	(ii) 	
      any Tax imposed on and calculated by reference to the net
      income of the Facility Office of such Finance Party actually received or
      receivable by such Finance Party (but, for the avoidance of doubt, not
      including any sum deemed for purposes of Tax to be received or receivable
      by such Finance Party but not actually receivable) by the jurisdiction in
      which its Facility Office is located.




	(b) 	
      A Finance Party intending to make a claim under paragraph
      (a) shall notify the Facility Agent of the event giving rise to the claim,
      whereupon the Facility Agent shall notify the Borrower thereof.

	 	 
	(c) 	
      A Finance Party shall, on receiving a payment from the
      Borrower under this Clause 12.3 (Tax indemnity), notify the
      Facility Agent.




	12.4 	
      Tax credit

	 	 	 
		
      If the Borrower makes a Tax Payment and the relevant
      Finance Party determines that:

	 	 	 
		(a) 	
      a Tax Credit is attributable to that Tax Payment;
    and

	 	 	 
		(b) 	
      that Finance Party has obtained, utilised and retained
      that Tax Credit,




		
      the Finance Party shall pay an amount to the Borrower
      which that Finance Party determines will leave it (after that payment) in
      the same after-Tax position as it would have been in had the Tax Payment
      not been required to be made by the Borrower.

	 	 
	12.5 	
      Stamp taxes

	 	 
		
      The Borrower shall:




	 	(a) 	
      pay all stamp duty, registration and other similar Taxes
      payable in respect of any Finance Document, and

	 	 	 
	 	(b) 	
      within three (3) business days of demand, indemnify each
      Finance Party against any cost, loss or liability that Finance Party
      incurs in relation to any stamp duty, registration or other similar Tax
      paid or payable in respect of any Finance
Document.



-21- 




Execution

	12.6 	
      Indirect tax




	(a) 	
      All consideration expressed to be payable under a Finance
      Document by any Party to a Finance Party shall be deemed to be exclusive
      of any indirect tax. If any indirect tax is chargeable on any supply made
      by any Finance Party to any Party in connection with a Finance Document,
      that Party shall pay to the Finance Party (in addition to and at the same
      time as paying the consideration) an amount equal to the amount of the
      indirect tax.

	 	 
	(b) 	
      Where a Finance Document requires any Party to reimburse
      a Finance Party for any costs or expenses, that Party shall also at the
      same time pay and indemnify the Finance Party against all indirect tax
      incurred by that Finance Party in respect of the costs or expenses to the
      extent the Finance Party reasonably determines that it is not entitled to
      credit or repayment in respect of the indirect
tax.




	13. 	
      INCREASED COSTS

	 	 
	13.1 	
      Increased costs




	(a) 	
      Subject to Clause 13.3 (Exceptions) the Borrower
      shall, within three (3) business days of a demand by the Facility Agent,
      pay for the account of a Finance Party the amount of any Increased Costs
      incurred by that Finance Party or any of its affiliates as a result of (i)
      the introduction of or any change in (or in the interpretation,
      administration or application of) any law or regulation or (ii) compliance
      with any applicable law or regulation made after the date of this
      Agreement. The term "applicable law or regulation" in this paragraph (a)
      shall include, without limitation, any law or regulation concerning
      capital adequacy, prudential limits, liquidity, reserve assets or
    Tax.

	 	 	 
	(b) 	
      In this Agreement "Increased Costs"
  means:

	 	 	 
		(i) 	
      a reduction in the rate of return from the Facility or on
      a Finance Party's (or its affiliate's) overall capital (including, without
      limitation, as a result of any reduction in the rate of return on capital
      brought about by more capital being required to be allocated by such
      Finance Party);

	 	 	 
		(ii) 	
      an additional or increased cost; or

	 	 	 
		(iii) 	
      a reduction of any amount due and payable under any
      Finance Document,

	 	 	 
		
      which is incurred or suffered by a Finance Party or any
      of its affiliates to the extent that it is attributable to the
      undertaking, funding or performance by such Finance Party of any of its
      obligations under any Finance Document or any participation of such
      Finance Party in any Loan or Unpaid Sum.




	13.2 	
      Increased cost claims




	(a) 	
      A Finance Party intending to make a claim pursuant to
      Clause 13.1 (Increased costs) shall notify the Facility Agent of
      the event giving rise to the claim, following which the Facility Agent
      shall promptly notify the Borrower.

	 	 
	(b) 	
      Each Finance Party shall, as soon as practicable after a
      demand by the Facility Agent, provide a certificate confirming the amount
      of its Increased Costs.



-22-




Execution

	13.3 	
      Exceptions

	 	 	 
		
      Clause 13.1 (Increased costs) does not apply to
      the extent any Increased Cost is:

	 	 	 
		(a) 	
      attributable to a Tax Deduction required by law to be
      made by the Borrower;

	 	 	 
		(b) 	
      compensated for by Clause 12.3 (Tax indemnity) (or
      would have been compensated for under Clause 12.3 (Tax indemnity)
      but was not so compensated solely because the exclusion in paragraph (a)
      of Clause 12.3 (Tax indemnity) applied); or

	 	 	 
		(c) 	
      attributable to the wilful breach by the relevant Finance
      Party or its affiliates of any applicable law or regulation.

	 	 	 
	14. 	
      MITIGATION BY THE LENDERS

	 	 	 
	14.1 	
      Mitigation




	(a) 	
      Each Finance Party shall, in consultation with the
      Borrower, take all reasonable steps to mitigate any circumstances which
      arise and which would result in any amount becoming payable under or
      pursuant to, or cancelled pursuant to, any of Clause 7.1
      (Illegality), Clause 12 (Tax gross-up and indemnities) or
      Clause 13 (Increased costs), including (but not limited
  to):

	 	 	 
		(i) 	
      providing such information as the Borrower may reasonably
      request in order to permit the Borrower to determine its entitlement to
      claim any exemption or other relief (whether pursuant to a double taxation
      treaty or otherwise) from any obligation to make a Tax Deduction;
    and

	 	 	 
		(ii) 	
      in relation to any circumstances which arise following
      the date of this Agreement, transferring its rights and obligations under
      the Finance Documents to another affiliate or Facility Office.

	 	 	 
	(b) 	
      Paragraph (a) above does not in any way limit the
      obligations of any Obligor under the Finance
Documents.




	14.2 	
      Limitation of
liability




	(a) 	
      The Borrower shall indemnify each Finance Party for all
      costs and expenses reasonably incurred by that Finance Party as a result
      of steps taken by it under Clause 14.1 (Mitigation).

	 	 
	(b) 	
      A Finance Party is not obliged to take any steps under
      Clause 14.1 (Mitigation) if, in the opinion of that Finance Party
      (acting reasonably), to do so might be prejudicial to
it.




	14.3 	
      Conduct of business by the Finance
  Parties

	 	 	 
		
      No provision of this Agreement will:

	 	 	 
		(a) 	
      interfere with the right of any Finance Party to arrange
      its affairs (tax or otherwise) in whatever manner it thinks fit;

	 	 	 
		(b) 	
      oblige any Finance Party to investigate or claim any
      credit, relief, remission or repayment available to it or the extent,
      order and manner of any claim; or



-23-




Execution

	 	(c) 	
      oblige any Finance Party to disclose any information
      relating to its affairs (tax or otherwise) or any computations in respect
      of Tax.




	15. 	
      OTHER INDEMNITIES

	 	 
	15.1 	
      Currency indemnity




	(a) 	
      If any sum due from the Borrower under the Finance
      Documents (a "Sum"), or any order, judgment or award given or made
      in relation to a Sum, has to be converted from the currency (the "First
      Currency") in which that Sum is payable into another currency (the
      "Second Currency") for the purpose of:

	 	 	 
		(i) 	
      making or filing a claim or proof against the Borrower;
      or

	 	 	 
		(ii) 	
      obtaining or enforcing an order, judgment or award in
      relation to any litigation or arbitration proceedings,

	 	 	 
		
      The Borrower shall as an independent obligation, within
      three (3) business days of demand, indemnify each Finance Party to whom
      that Sum is due against any cost, loss or liability arising out of or as a
      result of the conversion including any discrepancy between (A) the rate of
      exchange used to convert that Sum from the First Currency into the Second
      Currency and (B) the rate or rates of exchange available to that person at
      the time of its receipt of that Sum.

	 	 	 
	(b) 	
      The Borrower waives any right it may have in any
      jurisdiction to pay any amount under the Finance Documents in a currency
      or currency unit other than that in which it is expressed to be
      payable.




	15.2 	
      Other indemnities

	 	 	 
		
      The Borrower shall, within three (3) business days of
      demand, indemnify each Finance Party against any cost, loss or liability
      incurred by that Finance Party as a result of:

	 	 	 
		(a) 	
      the occurrence of any Event of Default;

	 	 	 
		(b) 	
      the information produced or approved by any Obligor being
      or being alleged to be misleading and/or deceptive in any
  respect;

	 	 	 
		(c) 	
      any enquiry, investigation, subpoena (or similar order)
      or litigation with respect to any Obligor or with respect to the
      transactions contemplated or financed under this Agreement;

	 	 	 
		(d) 	
      a failure by an Obligor to pay any amount due under a
      Finance Document on its due date or in the relevant currency, including
      without limitation, any cost, loss or liability arising as a result of
      Clause 23 (Sharing among the Finance Parties);

	 	 	 
		(e) 	
      funding, or making arrangements to fund, its
      participation in a Loan requested by the Borrower in a Utilisation Request
      but not made by reason of the operation of any one or more of the
      provisions of this Agreement (other than by reason of default or
      negligence by that Finance Party alone); or



-24-




Execution

	 	(f) 	
      a Loan (or part of a Loan) not being prepaid in
      accordance with a notice of prepayment given by the
  Borrower.




	15.3 	
      Indemnity to the Facility Agent

	 	 	 
		
      The Borrower shall promptly indemnify the Facility Agent
      against any cost, loss or liability incurred by the Facility Agent (acting
      reasonably) as a result of:

	 	 	 
		(a) 	
      investigating any event which it reasonably believes is
      an Event of Default or Potential Event of Default; or

	 	 	 
		(b) 	
      acting or relying on any notice, request or instruction
      which it reasonably believes to be genuine, correct and appropriately
      authorised.

	 	 	 
	16. 	
      COSTS AND EXPENSES

	 	 	 
	16.1 	
      Transaction expenses

	 	 	 
		
      The Borrower shall, within three (3) business days of
      demand, pay the Administrative Parties the amount of all costs and
      expenses (including legal fees) reasonably incurred by any of them in
      connection with the negotiation, preparation, printing, execution and
      syndication of:

	 	 	 
		(a) 	
      this Agreement and any other documents referred to in
      this Agreement; and

	 	 	 
		(b) 	
      any other Finance Documents.

	 	 	 
	16.2 	
      Amendment costs

	 	 	 
		
      If an Obligor requests an amendment, waiver or consent,
      the Borrower shall, within three (3) business days of demand, reimburse
      the Facility Agent for the amount of all costs and expenses (including
      legal fees) reasonably incurred by the Facility Agent in responding to,
      evaluating, negotiating or complying with that request or
    requirement.

	 	 	 
	16.3 	
      Enforcement costs

	 	 	 
		
      The Borrower shall, within three (3) business days of
      demand, pay to each Finance Party the amount of all costs and expenses
      (including legal fees) incurred by that Finance Party in connection with
      the enforcement of, or the preservation of any rights under, any Finance
      Document.

	 	 	 
	17. 	
      REPESENTATIVES AND WARRANTIES

	 	 	 
	17.1 	
      Matters represented

	 	 	 
		
      The Borrower makes the representations and warranties set
      out in Schedule 5 (Representations and Warranties) to each Finance
      Party.

	 	 	 
	17.2 	
      Reliance

	 	 	 
		
      The Borrower acknowledges the reliance by each Finance
      Party on the representations and warranties in entering into this
      Agreement and each other Finance Document to which it is a
  party.



-25-




Execution

	17.3 	
      Repetition

	 	 	 
		
      The representations and warranties set out in Schedule 5
      (Representations and Warranties) shall be deemed to be repeated in
      the manner and at this provided for in Clause 2 (Repetition) of
      Schedule 5 (Representations and Warranties).

	 	 	 
	18. 	
      UNTERTAKINGS

	 	 	 
	18.1 	
      Content

	 	 	 
		
      The Borrower undertakes to each Finance Party that it
      shall comply with the undertakings contained in Schedule 6
      (Undertakings).

	 	 	 
	18.2 	
      Duration

	 	 	 
		
      The undertakings in Schedule 6 (Undertakings)
      shall, save as otherwise provided herein, remain in force from the date of
      this Agreement for so long as any amount is outstanding under the Finance
      Documents or any Commitment is in force.

	 	 	 
	18.3 	
      “Know your customer” checks

	 	 	 
		18.3.1 	
      The Borrower shall promptly upon the request of the
      Facility Agent supply, or procure the supply of, such documentation and
      other evidence as is reasonably requested by the Facility Agent (for
      itself or on behalf of any Lender) (including for any Lender on behalf of
      any prospective new Lender) in order for the Facility Agent, such Lender
      or any prospective new Lender to conduct any “know you customer” or other
      similar procedures under applicable laws and regulations.

	 	 	 
		18.3.2 	
      Each Lender shall promptly upon the request of the
      Facility Agent supply, or procure the supply of, such documentation and
      other evidence as is reasonably requested by the Facility Agent (for
      itself) in order for the Agent to conduct any “know your customer” or
      other similar procedures under applicable laws and regulations.

	 	 	 
	19. 	
      EVENTS OF DEFAULT

	 	 	 
	19.1 	
      Events of Default

	 	 	 
		
      Each of the events set out in Schedule 7 (Events of
      Defaults) shall constitute an Event of Default (howsoever caused and
      resulting).

	 	 	 
	19.2 	
      Acceleration

	 	 	 
		
      On and at any time after the occurrence of an Event of
      Default which is continuing the Facility Agent may, and shall if so
      directed by the Majority Lenders, by notice to the
  Borrower:




	 	(a) 	
      without prejudice to the participations of any Lenders in
      any Loans then outstanding:

	 	 	 	 
	 		(i) 	
      cancel the Commitments (and reduce them to zero),
      whereupon they shall immediately be cancelled (and reduced to zero);
    or

	 	 	 	 
	 		(ii) 	
      cancel any part of any Commitment (and reduce such
      Commitment accordingly), whereupon the relevant part shall immediately be
      cancelled (and the relevant Commitment shall be
immediately reduced accordingly); and/or 



-26-




Execution

	 	(b) 	
      declare that all or part of the Loans, together with
      accrued interest, and all other amounts accrued or outstanding under the
      Finance Documents be immediately due and payable, whereupon they shall
      become immediately due and payable; and/or

	 	 	 
	 	(c) 	
      declare that all or part of the Loans be payable on
      demand, whereupon they shall immediately become payable on demand by the
      Facility Agent on the instructions of the Majority
  Lenders.




	20. 	
      CHANGES TO THE PARTIES

	 	 	 
	20.1 	
      Assignments and transfers by the Lenders

	 	 	 
		
      Subject to this Clause 20 (Changes to the
      Parties), a Lender (the "Existing Lender") may:

	 	 	 
		(a) 	
      assign any of its rights; or

	 	 	 
		(b) 	
      transfer by novation any of its rights and
      obligations,

	 	 	 
		
      under the Finance Documents to another bank or financial
      institution or to a trust, fund or other entity which is regularly engaged
      in or established for the purpose of making, purchasing or investing in
      loans, securities or other financial assets (the "New
    Lender").

	 	 	 
	20.2 	
      Conditions of assignment or
  transfer




	(a) 	
      The consent of the Borrower is required for a transfer by
      a Lender of any of its obligations under the Finance Documents in respect
      of its Available Commitment unless the transfer is to another Lender or an
      affiliate of a Lender.

	 	 	 
	(b) 	
      The consent of the Borrower to a transfer must not be
      unreasonably withheld or delayed. The Borrower will be deemed to have
      given its consent five (5) business days after the Lender has requested it
      unless consent is expressly refused by the Borrower within that
    time.

	 	 	 
	(c) 	
      An assignment will not be effective unless:

	 	 	 
		(i) 	
      the Facility Agent shall have received written
      confirmation from the New Lender (in form and substance satisfactory to
      the Facility Agent) that the New Lender will assume the same obligations
      to the other Finance Parties as it would have been under if it was the
      Original Lender; and

	 	 	 
		(ii) 	
      the Facility Agent shall have notified the Existing
      Lender and the New Lender that such assignment is effective provided that
      the Facility Agent is not obliged to give such notification unless it is
      satisfied that it has completed all "know your customer" and other similar
      procedures relating to any person that it is required to carry out (or
      deems desirable) in relation to such assignment to a New Lender.

	 	 	 
	(ii) 	
      A transfer will be effective only if the procedure set
      out in Clause 20.4 (Procedure for transfer) is complied
  with.



-27-




Execution

	20.3 	
      Limitation of responsibility of Existing
      Lenders




	(a) 	
      Unless expressly agreed to the contrary, an Existing
      Lender makes no representation or warranty and assumes no responsibility
      to a New Lender for:

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

	 	 	 
		(ii) 	
      the financial condition of any Obligor;

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

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

	 	 	 
		
      and any representations or warranties implied by law are
      excluded.

	 	 	 
	(b) 	
      Each New Lender confirms to the Existing Lender and the
      other Finance Parties that it:

	 	 	 
		(i) 	
      has made (and shall continue to make) its own independent
      investigation and assessment of the financial condition and affairs of
      each Obligor and its related entities in connection with its participation
      in this Agreement and has not relied exclusively on any information
      provided to it by the Existing Lender in connection with any Finance
      Document; and

	 	 	 
		(ii) 	
      will continue to make its own independent appraisal of
      the creditworthiness of each Obligor and its related entities whilst any
      amount is or may be outstanding under the Finance Documents or any
      Commitment is in force.

	 	 	 
	(c) 	
      Nothing in any Finance Document obliges an Existing
      Lender to:

	 	 	 
		(i) 	
      accept a re-transfer from a New Lender of any of the
      rights and obligations assigned or transferred under this Clause 20
      (Changes to the Parties); or

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




	20.4 	
      Procedure for transfer




	(a) 	
      Subject to the conditions set out in Clause 20.2
      (Conditions of assignment or transfer) a transfer is effected in
      accordance with paragraph (c) below when the Facility Agent executes an
      otherwise duly completed Transfer Certificate delivered to it by the
      Existing Lender and the New Lender. The Facility Agent shall, as soon as
      reasonably practicable after receipt by it of a duly completed Transfer
      Certificate appearing on its face to comply with the terms of this
      Agreement and delivered in accordance with the terms of this Agreement,
      execute that Transfer Certificate.

	 	 
	(b) 	
      The Facility Agent shall not be obliged to execute a
      Transfer Certificate delivered to it by the Existing Lender and the New
      Lender unless it is satisfied that it has completed
all "know your customer" and other similar
procedures that it is required (or deems desirable) to conduct in relation to
the transfer to such New Lender. 



-28-




Execution

	(c) 	
      On the Transfer Date:

	 	 	 
		(i) 	
      to the extent that in the Transfer Certificate the
      Existing Lender seeks to transfer by novation its rights and obligations
      under the Finance Documents each of the Obligors and the Existing Lender
      shall be released from further obligations towards one another under the
      Finance Documents and their respective rights against one another shall be
      cancelled (being the "Discharged Rights and
Obligations");

	 	 	 
		(ii) 	
      each of the Obligors and the New Lender shall assume
      obligations towards one another and/or acquire rights against one another
      which differ from the Discharged Rights and Obligations only insofar as
      that Obligor and the New Lender have assumed and/or acquired the same in
      place of that Obligor and the Existing Lender;

	 	 	 
		(iii) 	
      the Facility Agent, the Arranger, the New Lender and
      other Lenders shall acquire the same rights and assume the same
      obligations between themselves as they would have acquired and assumed had
      the New Lender been the Original Lender with the rights and/or obligations
      acquired or assumed by it as a result of the transfer and to that extent
      the Facility Agent, the Arranger and the Existing Lender shall each be
      released from further obligations to each other under this Agreement;
      and

	 	 	 
		(iv) 	
      the New Lender shall become a Party as a
  "Lender".

	 	 	 
	(d) 	
      The procedure set out in this Clause 20.4 (Procedure
      for transfer) shall not apply to any right or obligation under any
      Finance Document (other than this Agreement) if and to the extent its
      terms, or any applicable laws or regulations applicable thereto, provide
      for or require a different means of assignment or transfer of such right
      or obligation or prohibit or restrict any assignment or transfer of such
      right or obligation, unless such prohibition or restriction shall not be
      applicable to the relevant assignment or transfer or each condition of any
      applicable restriction shall have been
satisfied.




	20.5 	
      Copy of Transfer Certificate to Borrower

	 	 
		
      The Facility Agent shall, as soon as reasonably
      practicable after it has executed a Transfer Certificate, send to the
      Borrower a copy of that Transfer Certificate.

	 	 
	20.6 	
      Existing consents and waivers

	 	 
		
      A New Lender shall be bound by any consent, waiver,
      election or decision given or made by the relevant Existing Lender under
      or pursuant to any Finance Document prior to the coming into effect of the
      relevant assignment or transfer to such New Lender.

	 	 
	20.7 	
      Exclusion of Facility Agent's liability

	 	 
		
      In relation to any assignment or transfer pursuant to
      this Clause 20 (Changes to the Parties), each Party acknowledges
      and agrees that the Facility Agent shall not be
obliged to enquire as to the accuracy of any representation or
      warranty made by a New Lender in respect of its eligibility as a
      Lender.



-29-




Execution 

	 	 
	20.8 	
      Assignments and transfers to Obligor
  group

	 	 
		
      A Lender may not assign or transfer to any Obligor or any
      affiliate of any Obligor any of such Lender's rights or obligations under
      any Finance Document, except with the prior written consent of all the
      Lenders.

	 	 
	20.9 	
      Assignments and transfers by Obligors

	 	 
		
      An Obligor may not assign or transfer any of its rights
      or obligations under any Finance Document, except with the prior written
      consent of all the Lenders.




	21. 	
      DISCLOSURE OF INFORMATION

	 	 
		
      Any Finance Party may deliver copies of the Finance
      Documents and/or disclose any information received by it under or pursuant
      to any Finance Document or any other information about any Obligor or the
      Finance Documents as that Finance Party shall consider appropriate (if, in
      relation to paragraphs (i)(i) and (i)(ii) below, the person to whom the
      copies and/or information are to be delivered or disclosed has undertaken
      to keep such information confidential on terms set out in this Clause 21
      (Disclosure of Information) to:




	 	(a) 	
      any of its affiliates;

	 	 	 
	 	(b) 	
      its head office and any other branch;

	 	 	 
	 	(c) 	
      any other Finance Party;

	 	 	 
	 	(d) 	
      any of its professional advisers and any other person
      providing services to it (provided that such person is under a duty of
      confidentiality, contractual or otherwise, to such Finance
  Party);

	 	 	 
	 	(e) 	
      any Obligor;

	 	 	 
	 	(f) 	
      any person permitted by any Obligor;

	 	 	 
	 	(g) 	
      any person to the extent required for the purpose of any
      litigation, arbitration or regulatory proceedings or procedure;

	 	 	 
	 	(h) 	
      any person to whom, and to the extent that, information
      is required to be disclosed by any applicable law or regulation;
  and

	 	 	 
	 	(i) 	
      any other person:




	 	(i) 	
      to (or through) whom that Lender assigns or transfers (or
      may potentially assign or transfer) all or any of its rights and
      obligations under this Agreement; or

	 	 	 
	 	(ii) 	
      with (or through) whom that Lender enters into (or may
      potentially enter into) any sub-participation in relation to, or any other
      transaction under which payments are to be made by
reference to, the Facility, this Agreement or any Obligor; 



-30- 




Execution

This Clause supersedes any previous
agreement relating to the confidentiality of such information.

	22. 	
      ROLE OF THE ADMINISTRATIVE PARTIES

	 	 
	22.1 	
      Appointment of the Facility
Agent




	(a) 	
      Each of the other Finance Parties appoints the Facility
      Agent to act as its agent under and in connection with the Finance
      Documents.

	 	 
	(b) 	
      Each of the other Finance Parties authorises the Facility
      Agent to exercise the rights, powers, authorities and discretions
      specifically given to the Facility Agent under or in connection with the
      Finance Documents together with any other incidental rights, powers,
      authorities and discretions.




	22.2 	
      Duties of the Facility
Agent




	(a) 	
      The Facility Agent shall promptly forward to a Party the
      original or a copy of any document which is delivered to the Facility
      Agent for that Party by any other Party.

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

	 	 
	(c) 	
      If the Facility Agent receives notice from a Party
      referring to this Agreement, describing an Event of Default or a Potential
      Event of Default and stating that the circumstance described is an Event
      of Default or a Potential Event of Default, it shall promptly notify the
      Lenders.

	 	 
	(d) 	
      If the Facility Agent is aware of the non-payment of any
      principal, interest, commitment fee or other fee payable to a Finance
      Party (other than to any Administrative Party) under this Agreement it
      shall promptly notify the other Lenders.

	 	 
	(e) 	
      The Facility Agent's duties under the Finance Documents
      are solely mechanical and administrative in nature. The Facility Agent
      shall have no other duties save as expressly provided for in the Finance
      Documents.




	22.3 	
      Role of the Arranger

	 	 
		
      Except as specifically provided in the Finance Documents,
      the Arranger has no obligations of any kind to any other Party under or in
      connection with any Finance Document.

	 	 
	22.4 	
      No fiduciary duties




	(a) 	
      Save as otherwise provided in this Agreement, nothing in
      this Agreement constitutes any Administrative Party as a trustee or
      fiduciary of any other person.

	 	 
	(b) 	
      No Administrative Party shall be bound to account to any
      Lender for any sum or the profit element of any sum received by it for its
      own account.



-31-




Execution

	22.5 	
      Business with the Borrower

	 	 
		
      Any Administrative Party may accept deposits from, lend
      money to and generally engage in any kind of banking or other business
      with the Borrower.

	 	 
	22.6 	
      Rights and discretions of the Facility
  Agent




	(a) 	
      The Facility Agent may rely on:

	 	 	 
		(i) 	
      any representation, notice or document believed by it to
      be genuine, correct and appropriately authorised and shall have no duty to
      verify any signature on any document; and

	 	 	 
		(ii) 	
      any statement purportedly made by a director, authorised
      signatory or employee of any person regarding any matters which may
      reasonably be assumed to be within his knowledge or within his power to
      verify.

	 	 	 
	(b) 	
      The Facility Agent may assume (unless it has received
      notice to the contrary in its capacity as agent for the Lenders)
    that:

	 	 	 
		(i) 	
      no Event of Default or Potential Event of Default has
      occurred (unless it has actual knowledge of an Event of Default or a
      Potential Event of Default;

	 	 	 
		(ii) 	
      any right, power, authority or discretion vested in any
      Party or the Majority Lenders has not been exercised; and

	 	 	 
		(iii) 	
      any notice or request made by the Borrower (other than a
      Utilisation Request) is made on behalf of and with the consent and
      knowledge of all the Obligors.

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

	 	 	 
	(d) 	
      The Facility Agent may act in relation to the Finance
      Documents through its personnel and agents.

	 	 	 
	(e) 	
      The Facility Agent may disclose to any other Party any
      information it reasonably believes it has received as agent under this
      Agreement.

	 	 	 
	(f) 	
      Notwithstanding any other provision of any Finance
      Document to the contrary, no Administrative Party is obliged to do or omit
      to do anything if it would or might in its reasonable opinion constitute a
      breach of any law or a breach of a fiduciary duty or duty of
      confidentiality.




	22.7 	
      Majority Lenders'
instructions




	(a) 	
      Unless a contrary indication appears in a Finance
      Document, the Facility Agent shall (i) exercise any right, power,
      authority or discretion vested in it as Facility Agent in accordance with
      any instructions given to it by the Majority Lenders (or, if so instructed
      by the Majority Lenders, refrain from exercising any right, power,
      authority or discretion vested in it as Facility Agent) and (ii) not be
      liable for any act (or omission) if it acts (or refrains from taking any
      action) in accordance with an instruction of the Majority
  Lenders.



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Execution

	(b) 	
      Unless a contrary indication appears in a Finance
      Document, any instructions given by the Majority Lenders will be binding
      on all the Finance Parties.

	 	 
	(c) 	
      The Facility Agent may refrain from acting in accordance
      with the instructions of the Majority Lenders (or, if appropriate, the
      Lenders) or under paragraph (d) below until it has received such security
      as it may require for any cost, loss or liability (together with any
      associated indirect tax) which it may incur in complying with the
      instructions.

	 	 
	(d) 	
      In the absence of instructions from the Majority Lenders,
      (or, if appropriate, the Lenders) the Facility Agent may act (or refrain
      from taking action) as it considers to be in the best interest of the
      Lenders.

	 	 
	(e) 	
      The Facility Agent is not authorised to act on behalf of
      a Lender (without first obtaining that Lender's consent) in any legal or
      arbitration proceedings relating to any Finance
Document.




	22.8 	
      Responsibility for documentation

	 	 	 
		
      No Administrative Party:

	 	 	 
		(a) 	
      is responsible for the adequacy, accuracy and/or
      completeness of any information (whether oral or written) supplied by any
      Administrative Party, an Obligor or any other person given in or in
      connection with any Finance Document; or

	 	 	 
		(b) 	
      is responsible for the legality, validity, effectiveness,
      adequacy or enforceability of any Finance Document or any other agreement,
      arrangement or document entered into, made or executed in anticipation of
      or in connection with any Finance Document.

	 	 	 
	22.9 	
      Exclusion of liability




	(a) 	
      Without limiting paragraph (b) below, the Facility Agent
      shall not be liable for any cost, loss or liability incurred by any Party
      as a consequence of:

	 	 	 
		(i) 	
      the Facility Agent having taken or having omitted to take
      any action under or in connection with any Finance Document, unless
      directly caused by the Facility Agent's gross negligence or wilful
      misconduct; or

	 	 	 
		(ii) 	
      any delay in the crediting to any account of an amount
      required under the Finance Documents to be paid by the Facility Agent, if
      the Facility Agent shall have taken all necessary steps as soon as
      reasonably practicable to comply with the applicable law or regulation or
      operating procedures of any recognised clearing or settlement system used
      by the Facility Agent for the purpose of such payment.

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



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Execution

	(c) 	
      Nothing in this Agreement shall oblige any Administrative
      Party to conduct any "know your customer" or other procedures in relation
      to any person on behalf of any Lender and each Lender confirms to each
      Administrative Party that it is solely responsible for any such procedures
      it is required to conduct and that it shall not rely on any statement in
      relation to such procedures made by any Administrative Party.

	 	 
		
      22.10 Lenders' indemnity to the Facility
    Agent

	 	 
	(a) 	
      Each Lender shall, in accordance with paragraph (b)
      below, indemnify the Facility Agent, within three (3) business days of
      demand, against any cost, loss or liability incurred by the Facility Agent
      (otherwise than by reason of the Facility Agent's gross negligence or
      wilful misconduct) in acting as Facility Agent under the Finance Documents
      (unless the Facility Agent has been reimbursed by an Obligor pursuant to a
      Finance Document).

	 	 
	(b) 	
      The proportion of such cost, loss or liability to be
      borne by each Lender shall be:




	 	(i) 	
      if there is any Loan then outstanding, the proportion
      borne by (A) the sum of its participation(s) in the Loan(s) then
      outstanding to (B) the aggregate amount of such Loan(s), or

	 	 	 	 
	 	(ii) 	
      if there is no Loan then outstanding and the Available
      Facility is then greater than zero, the proportion borne by (A) its
      Available Commitment to (B) the Available Facility, or

	 	 	 	 
	 	(iii) 	
      if there is no Loan then outstanding and the Available
      Facility is then zero;

	 	 	 	 
	 		(1) 	
      if the Available Facility became zero after a Loan ceased
      to be outstanding, the proportion borne by (A) its Available Commitment to
      (B) the Available Facility immediately before the Available Facility
      became zero, or

	 	 	 	 
	 		(2) 	
      if a Loan ceased to be outstanding after the Available
      Facility became zero, the proportion borne by (A) the sum of its
      participation(s) in the Loan(s) outstanding immediately before any Loan
      ceased to be outstanding to (B) the aggregate amount of such
    Loan(s).




	22.11 	
      Resignation of the Facility
Agent




	(a) 	
      The Facility Agent may resign and appoint one of its
      affiliates acting through an office in Hong Kong as successor by giving
      notice to the other Finance Parties and the Borrower.

	 	 
	(b) 	
      Alternatively the Facility Agent may resign by giving
      notice to the other Finance Parties and the Borrower, in which case the
      Majority Lenders (after consultation with the Borrower) may appoint a
      successor Facility Agent.

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

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



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Execution

	(e) 	
      The Facility Agent's resignation notice shall take effect
      only upon the appointment of a successor.

	 	 
	(f) 	
      Upon the appointment of a successor, the retiring
      Facility Agent shall be discharged from any further obligation in respect
      of the Finance Documents but shall remain entitled to the benefit of this
      Clause 22 (Role of the Administrative Parties). Its successor and
      each of the other Parties shall have the same rights and obligations
      amongst themselves as they would have had if such successor had been an
      original Party.

	 	 
	(g) 	
      After consultation with the Borrower, the Majority
      Lenders may, by notice to the Facility Agent, require it to resign in
      accordance with paragraph (b) above. In this event, the Facility Agent
      shall resign in accordance with paragraph (b)
above.




	22.12 	
      Confidentiality




	(a) 	
      In acting as agent for the Finance Parties, the Facility
      Agent shall be regarded as acting through its agency division which shall
      be treated as a separate legal person from any other of its branches,
      divisions or departments.

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

	 	 
	(c) 	
      The Facility Agent shall not be obliged to disclose to
      any Finance Party any information supplied to it by the Borrower or any
      affiliates of the Borrower on a confidential basis and for the purpose of
      evaluating whether any waiver or amendment is or may be required or
      desirable in relation to any Finance Document.




	22.13 	
      Relationship with the Lenders

	 	 	 
		
      Subject to Clause 25.2 (Distributions by the Facility
      Agent), the Facility Agent may treat each Lender as a Lender, entitled
      to payments under this Agreement and acting through its Facility Office
      unless it has received not less than five (5) business days prior notice
      from that Lender to the contrary in accordance with the terms of this
      Agreement.

	 	 	 
	22.14 	
      Credit appraisal by the Lenders

	 	 	 
		
      Without affecting the responsibility of any Obligor for
      information supplied by it or on its behalf in connection with any Finance
      Document, each Lender confirms to each Administrative Party that it has
      been, and will continue to be, solely responsible for making its own
      independent appraisal and investigation of all risks arising under or in
      connection with any Finance Document including but not limited
  to:

	 	 	 
		(a) 	
      the financial condition, status and nature of the
      Borrower;

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



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Execution 

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

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




	22.15 	
      Deduction from amounts payable by the Facility
      Agent

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




	23. 	
      SHARING AMONG THE FINANCE PARTIES

	 	 
	23.1 	
      Payments to Finance Parties

	 	 
		
      If a Finance Party (a "Recovering Finance Party")
      receives or recovers (whether by set-off or otherwise) any amount from the
      Borrower other than in accordance with Clause 24 (Payment
      mechanics) and applies that amount to a payment due under the Finance
      Documents then:




	 	(a) 	
      the Recovering Finance Party shall, within three (3)
      business days, notify details of the receipt or recovery, to the Facility
      Agent;

	 	 	 
	 	(b) 	
      the Facility Agent shall determine whether the receipt or
      recovery is in excess of the amount the Recovering Finance Party would
      have been paid had the receipt or recovery been received or made by the
      Facility Agent and distributed in accordance with Clause 24 (Payment
      mechanics), without taking account of any Tax which would be imposed
      on the Facility Agent in relation to the receipt, recovery or
      distribution; and

	 	 	 
	 	(c) 	
      the Recovering Finance Party shall, within three (3)
      business days of demand by the Facility Agent, pay to the Facility Agent
      an amount (the "Sharing Payment") equal to such receipt or recovery
      less any amount which the Facility Agent determines may be retained by the
      Recovering Finance Party as its share of any payment to be made, in
      accordance with Clause 24.5 (Partial
payments).




	23.2 	
      Redistribution of payments

	 	 
		
      The Facility Agent shall treat the Sharing Payment as if
      it had been paid by the Borrower and distribute it between the Finance
      Parties (other than the Recovering Finance Party) in accordance with
      Clause 24.5 (Partial payments).



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Execution

	23.3 	
      Recovering Finance Party's
rights




	(a) 	
      On a distribution by the Facility Agent under Clause 23.2
      (Redistribution of payments), the Recovering Finance Party will be
      subrogated to the rights of the Finance Parties which have shared in the
      redistribution.

	 	 
	(b) 	
      If and to the extent that the Recovering Finance Party is
      not able to rely on its rights under paragraph (a) above, the Borrower
      shall be liable to the Recovering Finance Party for a debt equal to the
      Sharing Payment which is immediately due and
payable.




	23.4 	
      Reversal of redistribution

	 	 	 
		
      If any part of the Sharing Payment received or recovered
      by a Recovering Finance Party becomes repayable and is repaid by that
      Recovering Finance Party, then:

	 	 	 
		(a) 	
      each Finance Party which has received a share of the
      relevant Sharing Payment pursuant to Clause 23.2 (Redistribution of
      payments) shall, upon request of the Facility Agent, pay to the
      Facility Agent for account of that Recovering Finance Party an amount
      equal to the appropriate part of its share of the Sharing Payment
      (together with an amount as is necessary to reimburse that Recovering
      Finance Party for its proportion of any interest on the Sharing Payment
      which that Recovering Finance Party is required to pay); and

	 	 	 
		(b) 	
      that Recovering Finance Party's rights of subrogation in
      respect of any reimbursement shall be cancelled and the Borrower will be
      liable to the reimbursing Finance Party for the amount so
    reimbursed.

	 	 	 
	23.5 	
      Exceptions

	 	 	 
		(a) 	
      This Clause 23 (Sharing among the Finance Parties)
      shall not apply to the extent that the Recovering Finance Party would not,
      after making any payment pursuant to this Clause, have a valid and
      enforceable claim against the Borrower.

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

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

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

	 	 	 
	24. 	
      PAYMENT MECHANICS

	 	 	 
	24.1 	
      Payments to the Facility
Agent




	(a) 	
      On each date on which the Borrower or a Lender is
      required to make a payment under a Finance Document, the Borrower or that
      Lender shall make the same available to the Facility Agent (unless a
      contrary indication appears in a Finance Document) for value on the due
      date at the time and in such funds specified by the Facility Agent as
      being customary at the time for settlement of transactions in the relevant
      currency in the place of payment.



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Execution

	(b) 	
      Payment shall be made to such account in the principal
      financial centre of the country of that currency with such bank as the
      Facility Agent specifies.




	24.2 	
      Distributions by the Facility
  Agent




	(a) 	
      Each payment received by the Facility Agent under the
      Finance Documents for another Party shall, subject to Clause 24.3
      (Distributions to the Borrower) and Clause 24.4 (Clawback)
      be made available by the Facility Agent as soon as practicable after
      receipt to the Party entitled to receive payment in accordance with this
      Agreement (in the case of a Lender, for the account of its Facility
      Office), to such account as that Party may notify to the Facility Agent by
      not less than five (5) business days' notice with a bank in the principal
      financial centre of the country of that currency.

	 	 
	(b) 	
      The Facility Agent shall distribute payments received by
      it in relation to all or any part of a Loan to the Lender indicated in the
      records of the Facility Agent as being so entitled on that date Provided
      that the Facility Agent is authorised to distribute payments to be made on
      the date on which any transfer becomes effective pursuant to Clause 20
      (Changes to the Parties) to the Lender so entitled immediately
      before such transfer took place regardless of the period to which such
      sums relate.




	24.3 	
      Distributions to the Borrower

	 	 
		
      The Facility Agent may (with the consent of the Borrower
      or in accordance with Clause 25 (Set-off)) apply any amount
      received by it for the Borrower in or towards payment (in the currency and
      funds of receipt) of any amount due from the Borrower under the Finance
      Documents or in or towards purchase of any amount of any currency to be so
      applied.

	 	 
	24.4 	
      Clawback




	(a) 	
      Where a sum is to be paid to the Facility Agent under the
      Finance Documents for another Party, the Facility Agent is not obliged to
      pay that sum to that other Party (or to enter into or perform any related
      exchange contract) until it has been able to establish to its satisfaction
      that it has actually received that sum.

	 	 
	(b) 	
      If the Facility Agent pays an amount to another Party and
      it proves to be the case that the Facility Agent had not actually received
      that amount, then the Party to whom that amount (or the proceeds of any
      related exchange contract) was paid by the Facility Agent shall on demand
      refund the same to the Facility Agent together with interest on that
      amount from the date of payment to the date of receipt by the Facility
      Agent, calculated by the Facility Agent to reflect its cost of
    funds.




	24.5 	
      Partial payments




	(a) 	
      If the Facility Agent receives a payment that is
      insufficient to discharge all the amounts then due and payable by an
      Obligor under the Finance Documents, the Facility Agent shall apply that
      payment towards the obligations of that Obligor under the Finance
      Documents in the following order:

	 	 	 
		(i) 	
      first, in or towards payment pro rata of any
      unpaid fees, costs and expenses of any Administrative Party under the
      Finance Documents;



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Execution

	 	(ii) 	
      secondly, in or towards payment pro rata of any
      accrued interest, fee (other than as provided in (i) above) or commission
      due but unpaid under this Agreement;

	 	 	 
	 	(iii) 	
      thirdly, in or towards payment pro rata of any
      principal due but unpaid under this Agreement; and

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




	(b) 	
      The Facility Agent shall, if so directed by the Majority
      Lenders, vary the order set out in paragraphs (a)(ii) to (iv)
  above.

	 	 
	(c) 	
      Paragraphs (a) and (b) above will override any
      appropriation made by an Obligor.




	24.6 	
      No set-off by the Borrower

	 	 
		
      All payments to be made by the Borrower under the Finance
      Documents shall be calculated and be made without (and free and clear of
      any deduction for) set-off or counterclaim.

	 	 
	24.7 	
      Business Days




	(a) 	
      Any payment which is due to be made on a day that is not
      a business day shall be made on the next business day in the same calendar
      month (if there is one) or the preceding business day (if there is
      not).

	 	 
	(b) 	
      During any extension of the due date for payment of any
      principal or Unpaid Sum under paragraph (a) above, interest is payable on
      the principal or Unpaid Sum at the rate payable on the original due
      date.




	24.8 	
      Currency of account




	(a) 	
      Subject to paragraphs (b) and (c) below, US Dollars is
      the currency of account and payment for any sum due from the Borrower
      under any Finance Document.

	 	 
	(b) 	
      Each payment in respect of costs, expenses or Taxes shall
      be made in the currency in which the costs, expenses or Taxes are
      incurred.

	 	 
	(c) 	
      Any amount expressed to be payable in a currency other
      than US Dollars shall be paid in that other
currency.




	25. 	
      SET-OFF



A Finance Party may set off any matured
obligation due from the Borrower under the Finance Documents (to the extent
beneficially owned by that Finance Party) against any matured obligation owed by
that Finance Party to the Borrower, regardless of the place of payment, booking
branch or currency of either obligation. If the obligations are in different
currencies, the Finance Party may convert either obligation at a market rate of
exchange in its usual course of business for the purpose of the set-off. 

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Execution

	26. 	
      NOTICES

	 	 	 
	26.1 	
      Communications in writing

	 	 	 
		
      Any communication to be made under or in connection with
      this Agreement shall be made in writing and, unless otherwise stated, may
      be made by fax or letter.

	 	 	 
	26.2 	
      Addresses

	 	 	 
		
      The address and fax number (and the department or
      officer, if any, for whose attention the communication is to be made) of
      each Party for any communication or document to be made or delivered under
      or in connection with this Agreement is:

	 	 	 
		(a) 	
      in the case of the Borrower, that identified with its
      name below;

	 	 	 
		(b) 	
      in the case of each Lender, that notified in writing to
      the Facility Agent on or prior to the date on which it becomes a Party;
      and

	 	 	 
		(c) 	
      in the case of the Facility Agent, that identified with
      its name below,

	 	 	 
		
      or any substitute address, fax number or department or
      officer as the Party may notify to the Facility Agent (or the Facility
      Agent may notify to the other Parties, if a change is made by the Facility
      Agent) by not less than five (5) business days' notice.

	 	 	 
	26.3 	
      Delivery




	(a) 	
      Any communication or document made or delivered by one
      person to another under or in connection with this Agreement will be
      effective:

	 	 	 
		(i) 	
      if by way of fax, only when received in legible form;
      or

	 	 	 
		(ii) 	
      if by way of letter, only when it has been left at the
      relevant address or five (5) business days after being deposited in the
      post postage prepaid in an envelope addressed to it at that
  address;

	 	 	 
		
      and, if a particular department or officer is specified
      as part of its address details provided under Clause 26.2
      (Addresses), if addressed to that department or officer.

	 	 	 
	(b) 	
      Any communication or document to be made or delivered to
      the Facility Agent will be effective only when actually received by the
      Facility Agent and then only if it is expressly marked for the attention
      of the department or officer identified with the Facility Agent's
      signature below (or any substitute department or officer as the Facility
      Agent shall specify for this purpose).

	 	 	 
	(c) 	
      All notices from or to the Borrower shall be sent through
      the Facility Agent.




	26.4 	
      English language




	(a) 	
      Any notice given under or in connection with any Finance
      Document must be in English.

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




	 	(i) 	
      in English; or



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Execution

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




	27. 	
      CALCULATIONS AND CERTIFICATES

	 	 
	27.1 	
      Accounts

	 	 
		
      In any litigation or arbitration proceedings arising out
      of or in connection with a Finance Document, the entries made in the
      accounts maintained by a Finance Party are prima facie evidence of
      the matters to which they relate.

	 	 
	27.2 	
      Certificates and determinations

	 	 
		
      Any certification or determination by a Finance Party of
      a rate or amount under any Finance Document is, in the absence of manifest
      error, conclusive evidence of the matters to which it relates.

	 	 
	27.3 	
      Day count convention

	 	 
		
      Any interest accruing under this Agreement will accrue
      from day to day and is calculated on the basis of the actual number of
      days elapsed and a year of 360 days.

	 	 
	28. 	
      PARTIAL INVALIDITY

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

	 	 
	29. 	
      REMEDIES AND WAIVERS

	 	 
		
      No failure to exercise, nor any delay in exercising, on
      the part of any Finance Party, any right or remedy under the Finance
      Documents shall operate as a waiver, nor shall any single or partial
      exercise of any right or remedy prevent any further or other exercise or
      the exercise of any other right or remedy. The rights and remedies
      provided in this Agreement are cumulative and not exclusive of any rights
      or remedies provided by law.

	 	 
	30. 	
      AMENDMENTS AND WAIVERS

	 	 
	30.1 	
      Required consents




	(a) 	
      Subject to Clause 30.2 (Exceptions) any term of
      the Finance Documents may be amended or waived only with the consent of
      the Majority Lenders and the Borrower and any such amendment or waiver
      will be binding on all Parties.

	 	 
	(b) 	
      The Facility Agent may effect, on behalf of any Finance
      Party, any amendment or waiver permitted by this Clause 30 (Amendment
      and Waivers).




	30.2 	
      Exceptions




	(a) 	
      An amendment or waiver that has the effect of changing or
      which relates to:




	 	(i) 	
      the definition of "Majority Lenders" in Clause 1.1
      (Definitions);



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Execution

	 	(ii) 	
      an extension to the date of payment of any amount under
      the Finance Documents;

	 	 	 
	 	(iii) 	
      a reduction in the Margin or a reduction in the amount of
      any payment of principal, interest, fees or commission payable;

	 	 	 
	 	(iv) 	
      an increase in the amount of any Commitment;

	 	 	 
	 	(v) 	
      an extension of the period of availability for
      utilisation of any Commitment;

	 	 	 
	 	(vi) 	
      any provision which expressly requires the consent of all
      the Lenders; or

	 	 	 
	 	(vii) 	
      Clause 2.2 (Finance Parties' rights and
      obligations), Clause 20 (Changes to the Parties) or this Clause
      30 (Amendment and Waivers)



shall not be made without the prior
consent of all the Lenders.

	(b) 	
      An amendment or waiver which relates to the rights or
      obligations of any Administrative Party may not be effected without the
      consent of such Administrative Party.




	31. 	
      COUNTERPARTS

	 	 
		
      Each Finance Document and any Transfer Certificate may be
      executed in any number of counterparts, and this has the same effect as if
      the signatures on the counterparts were on a single copy of the Finance
      Document or, as the case may be, Transfer Certificate.

	 	 
	32. 	
      GOVERNING LAW

	 	 
		
      This Agreement, and all non-contractual obligations
      arising from or in connection with this Agreement, are governed by Hong
      Kong law.

	 	 
	33. 	
      ENFORCEMENT

	 	 
	33.1 	
      Jurisdiction of Hong Kong
courts




	(a) 	
      The courts of Hong Kong have exclusive jurisdiction to
      settle any dispute arising out of or in connection with this Agreement
      (including any dispute relating to any non-contractual obligation arising
      from or in connection with this Agreement and any dispute regarding the
      existence, validity or termination of this Agreement) (a
      "Dispute").

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

	 	 
	(c) 	
      This Clause 33.1 (Jurisdiction of Hong Kong
      courts) is for the benefit of the Finance Parties only. As a result,
      no Finance Party shall be prevented from taking proceedings relating to a
      Dispute in any other courts with jurisdiction. To the extent allowed by
      law, the Finance Parties may take concurrent proceedings in any number of
      jurisdictions.



-42-




Execution

	33.2 	
      Service of process

	 	 	 
		
      Without prejudice to any other mode of service allowed
      under any relevant law, the Borrower:

	 	 	 
		(a) 	
      irrevocably appoints China Security & Surveillance
      Technology (HK) Limited of 1/F, Xiu Ping Commercial Building, 104 Jervois
      Street, Sheung Wan, Hong Kong as its agent for service of process in
      relation to any proceedings before the Hong Kong courts in connection with
      any Finance Document; and

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

	 	 	 
	33.3 	
      Waiver of immunities

	 	 	 
		
      The Borrower irrevocably waives, to the extent permitted
      by applicable law, with respect to itself and its revenues and assets
      (irrespective of their use or intended use), all immunity on the grounds
      of sovereignty or other similar grounds from:

	 	 	 
		(a) 	
      suit;

	 	 	 
		(b) 	
      jurisdiction of any court;

	 	 	 
		(c) 	
      relief by way of injunction or order for specific
      performance or recovery of property;

	 	 	 
		(d) 	
      attachment of its assets (whether before or after
      judgment); and

	 	 	 
		(e) 	
      execution or enforcement of any judgment to which it or
      its revenues or assets might otherwise be entitled in any proceedings in
      the courts of any jurisdiction (and irrevocably agrees, to the extent
      permitted by applicable law, that it will not claim any immunity in any
      such proceedings).



-43-




Execution

SCHEDULE 1 

THE ORIGINAL LENDER AND COMMITMENT 

	Name of Original Lender 	Commitment 
	 	 
	CHINA DEVELOPMENT BANK CORPORATION HONG KONG BRANCH 	USD50,000,000 
	 	 
	  	  
	Total Commitments: 	USD50,000,000



-44-




Execution

SCHEDULE 2 
CONDITIONS PRECENDENT 

  PART A – Conditions Precedent to the First Utilisation

	1. 	
      Constitutive and Registration Documents

	 	 	 
	1.1 	
      Receipt of copies of constitutive and organisational
      documents and all documents evidencing the registration of the corporate
      Obligors with the appropriate authorities and their qualification to
      conduct their business as follows:

	 	 	 
		1.1.1 	
      the certificate of incorporation, including restatements
      and amendments thereof, and the certificate on change of registered office
      or registered agent if applicable;

	 	 	 
		1.1.2 	
      the bylaws, including amendments and supplements
      thereof;

	 	 	 
		1.1.3 	
      other certificates, agreements of merger or
      consolidation, plans of reorganization, or other instruments which are
      filed with the Secretary of State of Delaware under the Delaware General
      Corporation Law with the effect of amending or supplementing the
      certificate of incorporation; and

	 	 	 
		1.1.4 	
      the certificate of good standing.

	 	 	 
	1.2 	
      Receipt of copies of passport or other identification
      documents of Mr. Tu.

	 	 	 
	2. 	
      Corporate Documents

	 	 	 
	2.1 	
      Corporate approvals: Evidence (in the form of
      copies of resolutions in agreed forms and/or certified extracts from the
      commercial register) that all corporate or constitutional action required
      by any relevant law, regulation or constitutional document to be taken by
      the corporate Obligors to authorise:

	 	 	 
		2.1.1 	
      the entry into the Finance Documents to which it is a
      party;

	 	 	 
		2.1.2 	
      the execution by it of the Finance Documents to which it
      is a party; and

	 	 	 
		2.1.3 	
      an Authorised Person to sign on behalf of it all other
      documents, notices and communications required to be given by or on its
      behalf, under or for the purposes of the Finance Documents,

	 	 	 
		
      has been duly taken.

	 	 	 
	2.2 	
      Specimen signatures: Receipt of original specimen
      signatures of the Authorised Person or Authorised Persons referred to in
      Clause 2.1.3 of this Schedule.



-45-




Execution

	3. 	
      Finance Documents

	 	 	 
	3.1 	
      Finance Documents: Execution and receipt of
      originals of:

	 	 	 
		3.1.1 	
      each Finance Document; and

	 	 	 
		3.1.2 	
      each document to be delivered to the Facility Agent
      pursuant to the Finance Documents prior to the Utilisation.

	 	 	 
	3.2 	
      Notices: Receipt of copies of each of the notices
      for the time being required to be given pursuant to the terms of the
      Finance Documents, together with acknowledgements from each person to whom
      notice was given, in the form required by each such document.

	 	 	 
	3.3 	
      Stamp duties, etc.: Evidence that all stamp,
      registration and similar taxes and other fees payable in connection with
      the Finance Documents have been paid.

	 	 	 
	3.4 	
      Fees: Payment of all fees which, under the terms
      of this Agreement, are due prior to the Utilisation Date.

	 	 	 
	4. 	
      Legal Issues

	 	 	 
	4.1 	
      Legal opinions: Receipt of legal opinions in
      agreed form from:

	 	 	 
		4.1.1 	
      King & Wood, the Hong Kong legal counsel to the
      Facility Agent, relating to matters of Hong Kong law relevant to the
      Finance Documents; and

	 	 	 
		4.1.2 	
      Pillsbury Winthrop Shaw Pitman LLP, the Delaware legal
      counsel to the Borrower relating to matters of the United States federal
      laws and the laws of the State of Delaware and the Finance
  Documents

	 	 	 
	4.2 	
      Process agents: Evidence of the acceptance by the
      process agents named in the Finance Documents of their appointment
      pursuant to the provisions of the Finance Documents.

	 	 	 
	4.3 	
      Debt Service Account: Evidence of the Debt Service
      Account having been opened and maintained in accordance with Clause 1 of
      Schedule 8 (Debt Service Account).

	 	 	 
	4.4 	
      Audited Reports: Receipt of copies of the Original
      Financial Statements.



PART B – Conditions Precedent to each Utilisation

	5. 	
      Utilisation Request

	 	 
		
      The Utilisation Request, duly completed and duly executed
      by an Authorised Person.

	 	 
	6. 	
      Representations and Warranties

	 	 
		
      All representations and warranties in the Finance
      Documents are true in all material respects on and as of the Utilisation
      Date, before and after giving effect to the Utilisation and to the
      application of the proceeds therefrom, as though made on and as of such
      date (save for those representations and
warranties which, by their terms, are made as of a specified date, which
representations and warranties shall be true in all material respects as of such
specified date only and save also as otherwise provided in Clause 2
(Repetition) of Schedule 5 (Representations and Warranties)). 



-46-




Execution

	7. 	
      No Events of Default

	 	 
		
      No Event of Default or Potential Event of Default has
      occurred and is continuing, or would result from the
  Utilisation.



-47-




Execution

SCHEDULE 3 

  UTILISATION REQUEST

From:  China Security & Surveillance Technology,
Inc.

To:       China Development Bank
Corporation Hong Kong Branch 

Dated: 

Dear Sirs 

China Security & Surveillance Technology, Inc. –
USD50,000,000 Facility Agreement

Dated 28 October 2010 (the "Facility Agreement") 

	1. 	
      We refer to the Facility Agreement. This is a Utilisation
      Request. Terms defined in the Facility Agreement shall have the same
      meaning in this Utilisation Request.

	 	 
	2. 	
      We wish to borrow a Loan on the following
  terms:




	 	Proposed Utilisation Date: 	[•] 2010 (or, if that is not a business day,
      the next business day) 
	 	 	 
	 	Amount: 	USD [•] 



	3. 	
      We confirm that each condition specified in Clause 4
      (Conditions of Utilisation) and Schedule 2 (Conditions
      precedent) is satisfied on the date of this Utilisation
  Request.

	 	 
	4. 	
      The proceeds of this Loan shall be credited to the Debt
      Service Account.

	 	 
	5. 	
      This Utilisation Request is
irrevocable.



Yours faithfully 

.................................................................
authorised
signatory for China Security & Surveillance Technology, Inc.

-48-




Execution

SCHEDULE 4 
FORM OF TRANSFER CERTIFICATE 

	To: 	[•] as Facility Agent 
	 	 
	From: 	[the Existing
      Lender] (the "Existing Lender") and 
	  	[the New Lender]
      (the "New Lender") 
	 	 
	Dated: 	 


China Security & Surveillance Technology, Inc.
–USD50,000,000 Facility Agreement dated 28 October 2010 (the "Facility
Agreement") 

	1. 	
      We refer to Clause 20.4 (Procedure for transfer)
      of the Facility Agreement. This is a Transfer Certificate. Terms used in
      the Facility Agreement shall have the same meaning in this Transfer
      Certificate.

	 	 	 
	2. 	
      The Existing Lender and the New Lender agree to the
      Existing Lender transferring to the New Lender by novation in accordance
      with Clause 20.4 (Procedure for transfer) all or part of the
      Existing Lender's Commitment specified in the Schedule and/or all or part
      of the Existing Lender's participation(s) in any Loan(s) specified in the
      Schedule, in each case together with related rights and
  obligations.

	 	 	 
	3. 	
      The proposed Transfer Date is [•].

	 	 	 
	4. 	
      The Facility Office and address, fax number and attention
      particulars for notices of the New Lender for the purposes of Clause 26.2
      (Addresses) are set out in the Schedule.

	 	 	 
	5. 	
      The New Lender expressly acknowledges:

	 	 	 
		(a) 	
      the limitations on the Existing Lender's obligations set
      out in paragraphs (a) and (c) of Clause 20.3 (Limitation of
      responsibility of Existing Lenders); and

	 	 	 
		(b) 	
      that it is the responsibility of the New Lender to
      ascertain whether any document is required or any formality or other
      condition requires to be satisfied to effect or perfect the transfer
      contemplated by this Transfer Certificate or otherwise to enable the New
      Lender to enjoy the full benefit of each Finance Document.

	 	 	 
	6. 	
      The New Lender confirms that it is a "New Lender" within
      the meaning of Clause 20.1 (Assignments and transfers by the
      Lenders).

	 	 	 
	7. 	
      The Existing Lender and the New Lender confirm that the
      New Lender is not an Obligor or an affiliate of an Obligor.

	 	 	 
	8. 	
      This Transfer Certificate may be executed in any number
      of counterparts and this has the same effect as if the signatures on the
      counterparts were on a single copy of this Transfer Certificate.

	 	 	 
	9. 	
      This Transfer Certificate is governed by Hong Kong
      law.



-49-




Execution

THE SCHEDULE

Commitment/rights and obligations to be transferred, and
other particulars

	Commitment/participation(s) transferred 	 
	             Drawn
      Loan(s) participation(s) amount(s): 	[       
    ] 
	             Available
      Commitment amount: 	[       
    ] 
	  	 
	Administration particulars: 	 
	             New
      Lender’s receiving account: 	[       
    ] 
	             Address:
	[       
    ] 
	             Telephone:
    	[       
    ] 
	             Facsimile:
    	[       
    ] 
	             Attn/Ref:
    	[       
    ] 
	  	 
	  	 
	[the Existing Lender] 	[the New Lender] 
	  	 
	  	 
	By: 	By: 


This Transfer Certificate is executed by the Facility Agent and
the Transfer Date is confirmed as [    ]. 

[the Facility Agent]


By:


Note:    It is the New Lender's
responsibility to ascertain whether any other document is required, or any
formality or other condition is required to be satisfied, to effect or perfect
the transfer contemplated in this Transfer Certificate or to give the New Lender
full enjoyment of all the Finance Documents. 

-50-




Execution

SCHEDULE 5 

REPRESENTATIONS AND WARRANTIES

	1. 	
      The Borrower represents and warrants to each Finance
      Party that as at the date hereof:

	 	 	 	 
		(a) 	
      Status and Due Authorisation

	 	 	 	 
			(i) 	
      Each corporate Obligor is a company with limited
      liability incorporated under the laws of its place of incorporation with
      power to enter into each Finance Document to which it is a party and to
      exercise its rights and perform its obligations thereunder and all
      corporate and other action required to authorise its execution of each
      Finance Document to which it is a party and the performance of its
      obligations thereunder have been duly taken. It has the power to own its
      assets and carry on its business as it is being conducted.

	 	 	 	 
			(ii) 	
      Mr. Tu has the capacity and power to enter into each
      Finance Document to which he is a party and to exercise his rights and
      perform his obligations thereunder and all action required to authorise
      his execution of each Finance Document to which he is a party and the
      performance of his obligations thereunder have been duly taken.

	 	 	 	 
		(b) 	
      Execution, Delivery and Performance

	 	 	 	 
			
      The execution, delivery and performance by each of the
      Obligors of the Finance Documents to which it is a party and its exercise
      of its rights and performance of its obligations thereunder does not and
      will not:

	 	 	 	 
			(i) 	
      conflict with any existing agreement or other instrument
      to which it is a party or which is binding upon it or any of its
      assets;

	 	 	 	 
			(ii) 	
      (except in the case of Mr. Tu) conflict with its
      memorandum and articles of association or constitutional
  documents;

	 	 	 	 
			(iii) 	
      conflict with any applicable law, regulation or official
      or judicial order currently in effect; or

	 	 	 	 
			(iv) 	
      result in the existence of, or oblige it to create any
      security interest over all or any of its present or future revenues or
      assets.




	 	(c) 	
      Authorisations

	 	 	 
	 		
      All authorisations and necessary approvals from any
      governmental or regulatory body and all material third party consents
      required in connection with the entry into, performance, validity,
      enforceability or admissibility in evidence of, and the transactions
      contemplated by, the Finance Documents to which the Borrower or any other
      Obligor is a party and to enable the Borrower or any other Obligor or any
      other Group Company to conduct its business and perform its obligations as
      contemplated in the Finance Documents, which are then required to
have been obtained or effected in accordance with such Finance Documents or
applicable law or regulation including the SAFE Circulars and all applicable
securities laws and regulations in the United States are in full force and
effect and with respect to any authorisations and necessary approvals which are
not required to be obtained or effected until a later date, the Borrower has
reasonable grounds to believe that such authorisations and necessary approvals
will be obtained and will be in full force and effect when so required. 



-51-





Execution

	 	(d) 	
      Binding Obligations

	 	 	 
	 		
      The obligations expressed to be assumed by each of the
      Borrower and the other Obligors in each Finance Document to which it is a
      party are legal and valid obligations binding on it and enforceable in
      accordance with the terms thereof.

	 	 	 
	 	(e) 	
      No Proceedings

	 	 	 
	 		
      No litigation, arbitration or administrative proceeding
      of or before any court, arbitral body or agency has been started or
      threatened against the Borrower or any other Group Company or any other
      Obligor or any of their respective affiliates which could reasonably be
      expected to have a material adverse effect or otherwise affect the
      legality, validity, binding effect or enforceability of any Finance
      Document.

	 	 	 
	 	(f) 	
      No Event of Default

	 	 	 
	 		
      No Event of Default or Potential Event of Default has
      occurred and is continuing or would result from the making of the
      Utilisation.

	 	 	 
	 	(g) 	
      Law and Jurisdiction

	 	 	 
	 		
      The choice of Hong Kong law as the governing law in the
      Finance Documents will be recognised and upheld in the jurisdictions in
      which the relevant Obligors are incorporated or reside. Any judgment
      obtained in Hong Kong in relation to a Finance Document will be recognised
      and enforced in the jurisdictions in which the relevant Obligors are
      incorporated or reside.

	 	 	 
	 	(h) 	
      Deduction of Tax

	 	 	 
	 		
      Neither the Borrower nor any other Obligor is required
      under any applicable law to make any deduction for or on account of Tax
      from any payment it may make under any Finance Document, save for any
      withholding tax which may arise in respect of any interest payment payable
      by the Borrower hereunder under the applicable federal laws of the United
      States or the laws of the State of Delaware.

	 	 	 
	 	(i) 	
      Full Disclosure

	 	 	 
	 		
      Any written information provided by the Borrower was true
      and accurate in all material respects as at the date it was provided or as
      at the date (if any) at which it is stated and any financial projections
      have been prepared on the basis of recent information and on
  the basis of reasonable assumptions.
Nothing has occurred or been omitted and no information has been given or
withheld that results in the information provided taken as a whole being untrue
or misleading in any material respect. 



-52-




Execution

	 	(j) 	
      Financial Statements

	 	 	 
	 		
      The Original Financial Statements were prepared in
      accordance with GAAP consistently applied and give a true and fair view
      and represent the financial condition and operations of the Group during
      the financial year save to the extent expressly disclosed in such
      financial statements.

	 	 	 
	 	(k) 	
      Claims Pari Passu

	 	 	 
	 		
      The claims of each Finance Party against each of the
      Borrower and the other Obligors under the Finance Documents will rank at
      least pari passu as to priority of payments with the claims of all its
      other unsecured, unsubordinated creditors save those whose claims are
      preferred solely by any bankruptcy, insolvency, liquidation or other
      similar laws of general application.

	 	 	 
	 	(l) 	
      Immunity

	 	 	 
	 		
      Neither the Borrower, any other Obligor nor any of its
      assets are entitled to immunity from suit, execution, attachment or other
      legal process.

	 	 	 
	 	(m) 	
      Taxes, Returns and Payments

	 	 	 
	 		
      Each of the Borrower and the other Group Companies has
      filed or caused to be filed all tax returns which are required to be filed
      by it and has paid or caused to be paid all taxes shown to be due or
      payable on such returns or on any assessment received by it, to the extent
      such taxes have become due and payable in a timely manner, except those
      taxes the validity, application or amount of which is being contested by
      it in good faith (and for the payment of which adequate reserves have been
      provided, being not less than an amount which would be required to be
      reserved in accordance with the applicable accounting standards) by
      appropriate proceedings being diligently pursued.

	 	 	 
	 	(n) 	
      No Undisclosed Liabilities

	 	 	 
	 		
      None of the Group Companies has any liabilities
      (contingent or otherwise) which were not disclosed to the Finance
      Parties.

	 	 	 
	 	(o) 	
      No Winding-up



No corporate action nor any other steps
have been taken or legal proceedings have been started or (to the best of the
Borrower's knowledge and belief) threatened for the bankruptcy, winding-up,
dissolution, administration or insolvent re-organisation or for the appointment
of a receiver, administrator, administrative receiver, trustee or similar
officer of any Obligor or any Group Company or to any or all of its assets or
revenues. 

-53-




Execution

	 	(p) 	
      Delaware

	 	 	 
	 		
      None of the Finance Parties is or will be deemed to be
      resident, domiciled or carrying on business in the State of Delaware or
      the United States by reason only of the execution, delivery, performance
      or enforcement of the Finance Documents to which any of them is party. It
      is not necessary under the laws of the State of Delaware or the federal
      laws of the United States (i) in order to enable each Finance Party to
      enforce its rights under the Finance Documents or (ii) by reason of the
      execution, delivery and performance of the Finance Documents by each
      Finance Party that it be licensed, qualified or otherwise entitled to
      carry on business in the State of Delaware or the United
  States.




	2. 	
      REPETITION



The Borrower shall be deemed to have
repeated each of the representations and warranties set out in Clause 1
(Representations and Warranties) of this Schedule 5 on the date on which a
Utilisation Request is issued and on each Utilisation Date with reference to the
facts and circumstances then subsisting. 

-54-




Execution

SCHEDULE 6 

UNDERTAKINGS 

PART A – INFORMATION UNDERTAKINGS

	1. 	
      INFORMATION COVENANTS

	 	 	 
	1.1 	
      Financial Statements

	 	 	 
		
      The Borrower shall:

	 	 	 
		1.1.1 	
      within 90 days of the end of each of its financial years,
      deliver to the Facility Agent, in sufficient copies, its audited
      consolidated financial statements for such financial year.

	 	 	 
		1.1.2 	
      within 45 days of the end of each quarter of its
      financial year, deliver to the Facility Agent, in sufficient copies, its
      unaudited consolidated financial statements for such quarter of the
      financial year.

	 	 	 
	1.2 	
      Requirements as to Financial Statements

	 	 	 
		
      The Borrower shall ensure that each set of financial
      statements delivered by it pursuant to Clause 1.1 (Financial
      Statements) of this Schedule 6 (Undertakings) is certified by a
      director of the Borrower as having been prepared in accordance with
      GAAP.

	 	 	 
	1.3 	
      Compliance Certificate

	 	 	 
		1.3.1 	
      The Borrower shall deliver to the Facility Agent, within
      90 days after the end of each financial year of the Borrower, a compliance
      certificate stating that a review of the activities of the Borrower during
      the preceding financial year has been made with a view to determining
      whether the Borrower and its subsidiaries have kept, observed, performed
      and fulfilled their obligations under this Agreement, and further stating,
      as to the person signing such certificate , that to the best of his or her
      knowledge the Borrower has kept, observed, performed and fulfilled each
      and every covenant contained in this Agreement and there is no default in
      the performance or observance of any of the terms, provisions and
      conditions of this Agreement (or, if a Potential Event of Default or Event
      of Default shall have occurred, (subject to Clause 1.5 of this Schedule)
      describing all such Potential Event of Default or Events of Default of
      which he or she may have knowledge and what action the Borrower is taking
      or proposes to take with respect thereto) and that to the best of his or
      her knowledge no event has occurred and remains in existence by reason of
      which repayment of the Loan(s) and payment of any interest accrued and any
      other amount payable under this Agreement is prohibited or if such event
      has occurred, a description of the event and what action the Borrower is
      taking or proposes to take with respect thereto.



-55-




Execution

	 	1.3.2 	
      Each compliance certificate delivered pursuant to Clause
      1.3.1 of this Schedule shall be signed by a director of the
    Borrower.




	1.4 	
      Other Information

	 	 	 
		
      The Borrower shall supply to the Facility Agent (in
      sufficient copies):

	 	 	 
		1.4.1 	
      all documents dispatched by the Borrower to its
      shareholders (or any class of them) or its creditors generally at the same
      time as they are despatched;

	 	 	 
		1.4.2 	
      promptly, any announcement, notice or other document
      relating specifically to the Borrower posted onto any electronic website
      maintained by any stock exchange on which shares in or other securities of
      the Borrower are listed or any electronic webstie required by any such
      stock exchange to be maintained by or on behalf of the Borrower;

	 	 	 
		1.4.3 	
      (subject to Clause 1.5 of this Schedule) promptly upon
      becoming aware of them, the details of any litigation, arbitration or
      administrative proceedings which are current, threatened or pending
      against the Borrower or any other Group Company, and which might, if
      adversely determined, have a material adverse effect;

	 	 	 
		1.4.4 	
      (subject to Clause 1.5 of this Schedule) promptly, such
      further information regarding the financial condition, business and
      operations of the Borrower or any other Group Company as any Finance Party
      (through the Facility Agent) may reasonably request; and

	 	 	 
		1.4.5 	
      promptly, notice of any change in any Authorised Person
      of any corporate Obligor signed by a director or company secretary of such
      corporate Obligor accompanied by the specimen signature of any new
      Authorised Person.

	 	 	 
	1.5 	
      Insider Information

	 	 	 
		
      The Borrower hereby acknowledges that none of the Finance
      Parties wishes to receive material non-public information with respect to
      the Borrower or its securities ("Insider Information"). The
      Borrower hereby agrees that it will use commercially reasonable efforts to
      omit any Insider Information from any notice, document or information
      required to be provided to the Facility Agent under Clauses 1.3, 1.4 and
      2.1 of this Schedule and that by delivering such notice, document or
      information to the Facility Agent, the Borrower shall be deemed to have
      authorized the Finance Parties to treat such notice, document or
      information as not containing any material non-public information
      (although it may be sensitive and proprietary) with respect to the
      Borrower or its securities for purposes of United States federal and state
      securities laws.



-56-




Execution

PART B - POSITIVE UNDERTAKINGS

	2. 	
      POSITIVE UNDERTAKINGS

	 	 
		
      The Borrower shall comply with the following positive
      covenants:

	 	 
	2.1 	
      Notification of Default

	 	 
		
      Subject to Clause 1.5 of this Schedule, the Borrower
      shall promptly inform the Facility Agent of the occurrence of any Event of
      Default or Potential Event of Default of which it becomes aware and, upon
      receipt of a written request to that effect from the Facility Agent,
      confirm to the Facility Agent that, save as previously notified to the
      Facility Agent or as notified in such confirmation, no Event of Default or
      Potential Event of Default has, to the best of its knowledge,
    occurred.

	 	 
	2.2 	
      Corporate Existence

	 	 
		
      The Borrower shall and shall procure each Obligor and
      each other Group Company to maintain its corporate existence and its right
      to carry on operations.

	 	 
	2.3 	
      Authorisations

	 	 
		
      The Borrower shall and shall procure each other Obligor
      and each other Group Company to obtain, maintain in full force and effect
      and comply with the terms of and if requested, supply certified copies to
      the Facility Agent of each authorisation, approval and registration
      required under any applicable law or regulation including the SAFE
      Circulars and all applicable securities laws and regulations in the United
      States to enable it to perform its obligations under, or for the validity,
      enforceability or admissibility of, any Finance Document.

	 	 
	2.4 	
      Ranking

	 	 
		
      The Borrower shall ensure that at all times the claims of
      the Finance Parties against each of the Borrower and the other Obligors
      under the Finance Documents will rank at least pari passu with the
      claims of its other unsecured creditors other than those whose claims are
      preferred by any bankruptcy, insolvency, liquidation or other similar laws
      of general application.

	 	 
	2.5 	
      Taxes

	 	 
		
      The Borrower shall and shall procure each other Group
      Company to file all relevant tax returns and pay all taxes promptly upon
      the same becoming due except to the extent taxes are being contested in
      good faith (and adequate reserves have been provided in relation thereto
      in an amount not less than that which would be required to be reserved in
      accordance with GAAP).



-57-




Execution

	2.6 	
      Accounting Records

	 	 
		
      The Borrower shall and shall procure that each other
      Group Company at all times maintain proper and accurate books and records
      prepared in accordance with GAAP.

	 	 
	2.7 	
      Access

	 	 
		
      The Borrower shall and shall procure each other Group
      Company to allow the Facility Agent, its representatives or the auditors
      or consultants engaged by the Facility Agent to have access to any
      premises of the Borrower or any other Group Company so as to carry out
      inspection or conduct financial review or audit on them upon prior
      reasonable notice to the Borrower. The Borrower shall, and shall procure
      each other Group Company to, fully cooperate with the Facility Agent and
      its auditors and consultants and provide such information as requested for
      the purpose of the review or audit.

	 	 
	2.8 	
      Application of Facility Amount

	 	 
		
      The Borrower shall utilise the proceeds of the Facility
      for the purposes set out in Clause 3.1 (Purpose).

	 	 
	2.9 	
      Debt Service Account

	 	 
		
      The Borrower shall at all times maintain and operate the
      Debt Service Account strictly in accordance with the provisions in
      Schedule 8 (Debt Service Account) notwithstanding any other terms
      upon which monies have been deposited in the Debt Service
  Account.



PART C - NEGATIVE UNDERTAKINGS

	3. 	
      NEGATIVE UNDERTAKINGS

	 	 
		
      Save as otherwise agreed by the Facility Agent, the
      Borrower shall comply with the following negative covenants.

	 	 
	3.1 	
      Negative Pledge

	 	 
		
      The Borrower shall not and shall procure each other Group
      Company not to create or permit to subsist any Security Interest over all
      or any of its present or future revenues or assets other than Permitted
      Security Interests.

	 	 
	3.2 	
      No Amendments



The Borrower shall not and shall
procure each other Group Company not to cause or agree to the amendment,
modification or variation of the terms of its memorandum and articles of
association or articles of association, in any material respect and shall not
terminate, amend, vary or grant any waivers under any of the Finance Documents
save as otherwise specifically provided for herein. 

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Execution

	3.3 	
      Disposals

	 	 
		
      The Borrower shall not and shall procure each other Group
      Company not to sell, lease, transfer or otherwise dispose of any asset by
      one or more transactions or series of transactions (whether related or
      not) other than in the ordinary course of the Related Business. The
      Borrower shall not and shall procure each other Group Company not to
      directly or indirectly dispose of or agree to dispose of a substantial
      part of its assets or undertaking related to the Related Business without
      the consent of the Facility Agent in writing.

	 	 
	3.4 	
      Merger

	 	 
		
      The Borrower shall not and shall procure each other Group
      Company not to merge or consolidate with any other person or enter into
      any merger transaction or participate in any other type of corporate
      reconstruction without the consent of the Facility Agent in
  writing.

	 	 
	3.5 	
      Financial Year

	 	 
		
      The Borrower shall not and shall procure each other Group
      Company not to permit any change to its financial year end without the
      consent of the Facility Agent.

	 	 
	3.6 	
      Shareholder Loan

	 	 
		
      Where the Borrower applies any of the proceeds of the
      Facility to fund any shareholder loan to any Group Company, the Borrower
      shall not assign, transfer or otherwise deal with any interest in such
      shareholder loan or the relevant shareholder loan agreement or any part
      therof or create or permit to subsist any Security Interest thereon or
      agree or purport to do any of the foregoing without the prior written
      consent of the Facility Agent.



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Execution

SCHEDULE 7 

EVENTS OF DEFAULT 

Each of the following events or circumstances set out below
shall constitute an Event of Default.

	1. 	
      Failure to Pay

	 	 
		
      Any Obligor fails to pay any amount payable under any
      Finance Document when due.

	 	 
	2. 	
      Misrepresentation

	 	 
		
      Any representation or warranty made by any Obligor in any
      Finance Document or in any notice or certificate delivered by it pursuant
      thereto or in connection therewith is or proves to have been incorrect or
      misleading in any material respect when made or deemed to be
  made.

	 	 
	3. 	
      Obligations

	 	 
	3.1 	
      Any Obligor fails duly to perform or comply with any
      obligation expressed to be assumed by it in Clause 2.1 (Notification of
      Default), Clause 2.2 (Corporate Existence), Clause 2.4
      (Ranking) and Clause 3.1 (Negative Pledge) of Schedule 6
      (Undertakings) or any of the covenants in Schedule 8 (Debt
      Service Account).

	 	 
	3.2 	
      Any Obligor fails duly to perform or comply with any
      other obligation expressed to be assumed by it in any Finance Document to
      which it is a party and, if capable of remedy, such failure is not
      remedied within fifteen (15) days after the Facility Agent has given
      notice to the Borrower or such Obligor or the Borrower or such Obligor
      becomes aware of the failure to perform or comply.

	 	 
	4. 	
      Cross default

	 	 
	4.1 	
      Any Financial Indebtedness of the Borrower or any other
      Group Company in an aggregate amount in excess of USD10,000,000 or its
      equivalent is not paid when due nor within any originally applicable grace
      period.

	 	 
	4.2 	
      Any Financial Indebtedness of the Borrower or any other
      Group Company in an aggregate amount in excess of USD10,000,000 or its
      equivalent is declared to be or otherwise becomes due and payable prior to
      its specified maturity as a result of an event of default (however
      described).

	 	 
	4.3 	
      Any commitment for any Financial Indebtedness of the
      Borrower or any other Group Company in an aggregate amount in excess of
      USD10,000,000 or its equivalent is cancelled or suspended by a creditor of
      the Borrower or any other Group Company as a result of an event of default
      (however described).

	 	 
	4.4 	
      Any creditor of the Borrower or any other Group Company
      becomes entitled to declare any Financial Indebtedness of the Borrower or
      any other Group Company in an aggregate amount in excess of USD10,000,000
      or its equivalent due and payable prior to its specified maturity as a
      result of an event of default (however described).



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Execution

	5. 	
      Insolvency Events




	5.1 	
      The Borrower or any other Group Company:

	 	 	 
		(a) 	
      files a petition in bankruptcy or takes any action for
      its rehabilitation, liquidation, winding-up or dissolution;

	 	 	 
		(b) 	
      commences a voluntary case or gives notice of intention
      to make a proposal under any Bankruptcy Law;

	 	 	 
		(c) 	
      consents to the entry of an order for relief against it
      in an involuntary case or consents to its dissolution or winding
  up;

	 	 	 
		(d) 	
      consents to the appointment of a receiver, interim
      receiver, receiver and manager, liquidator, trustee or custodian of it or
      for all or substantially all of its property;

	 	 	 
		(e) 	
      makes a general assignment for the benefit of its
      creditors;

	 	 	 
		(f) 	
      is unable or admits in writing its inability to pay its
      debts as they become due otherwise admits its insolvency; or

	 	 	 
		(g) 	
      stops, suspends or threatens to stop or suspend payment
      of all or a material part of its indebtedness, by reason of actual or
      anticipated financial difficulties, or commences negotiations with one or
      more of its creditors with a view to rescheduling any of its
      indebtedness.

	 	 	 
	5.2 	
      Any bankruptcy or insolvency proceedings or other
      proceedings under any Bankruptcy Law are commenced against the Borrower or
      any other Group Company.

	 	 	 
	5.3 	
      A court of competent jurisdiction enters an order or
      decree under any Bankruptcy Law that:

	 	 	 
		(a) 	
      is for relief against the Borrower or any other Group
      Company;

	 	 	 
		(b) 	
      appoints a receiver, interim receiver, receiver and
      manager, liquidator, trustee or custodian of the Borrower or any other
      Group Company; or

	 	 	 
		(c) 	
      orders the liquidation of the Borrower or any other Group
      Company.

	 	 	 
	5.4 	
      For the purpose of this Clause 5 (Insolvency
      Event), “Bankruptcy Law” means any law in any jurisdiction
      relating to bankruptcy, insolvency, winding up, liquidation,
      reorganisation or relief of the debtors.

	 	 	 
	6. 	
      Judgment

	 	 	 
		
      Any legal proceedings, judgment or arbitration award
      (when aggregated with any outstanding unstayed or unsatisfied proceedings
      judgement or award against the Borrower or any of the subsidiaries) in
      excess of US$10,000,000 or its equivalent aggregate is rendered against
      the Borrower or any other Group Company, and remains unstayed or
      unsatisfied for 30 consecutive days.



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Execution

	7. 	
      Expropriation

	 	 
		
      The confiscation, expropriation or nationalization by any
      governmental agency of any assets of the Borrower or any other Group
      Company if such confiscation, expropriation or nationalization would have
      a material adverse effect; or if such revocation or repudiation could
      reasonably be expected to have a material adverse effect, the revocation
      or repudiation by any government agency of any previously granted
      authorisation that is material to the operation of the Related Business;
      or the imposition or introduction of material and discriminatory taxes,
      tariffs, royalties, customs or excise duties imposed on the Borrower or
      other Group Company, or the material and discriminatory withdrawal or
      suspension of material privileges or specifically granted material rights
      of a fiscal nature.

	 	 
	8. 	
      Repudiation

	 	 
		
      Any Obligor repudiates any Finance Document to which it
      is a party or does or causes to be done any act or thing evidencing an
      intention to repudiate any Finance Document to which it is a
  party.

	 	 
	9. 	
      Illegality

	 	 
	9.1 	
      At any time it is or becomes unlawful for any of the
      Obligors to perform or comply with any or all of its material obligations
      under any Finance Document to which it is a party.

	 	 
	9.2 	
      At any time any of the material obligations of any of the
      Obligors under any Finance Document to which it is a party are not or
      cease to be legal, valid and binding.

	 	 
	9.3 	
      Any authorisation or necessary approval referred to in
      Clause 2.3 (Authorisations) of Schedule 6 (Undertakings) is revoked,
      terminated or withdrawn and such has or is likely to have a material
      adverse effect.




	10. 	
      SAFE Circulars

	 	 
		
      Failure by any Permitted Holder, the Borrower or any
      other Group Company to fully comply, including without limitation, with
      any applicable foreign exchange registration, settlement or remittance
      requirement therein or with the SAFE Circulars and the failure to so
      comply may have a material adverse effect on the Borrower.

	 	 
	11. 	
      Listing Status of the Borrower

	 	 
		
      The Borrower fails to maintain the trading of its Common
      Stock on the New York Stock Exchange.

	 	 
	12. 	
      Material Adverse Change

	 	 
		
      There has occurred a Material Adverse
  Change.



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Execution

SCHEDULE 8 

  DEBT SERVICE ACCOUNT

	1 	
      Opening and maintenance of Debt Service
    Account

	 	 
		
      The Borrower shall open and maintain a bank account (the
      “Debt Service Account”) with the Facility Agent for the purpose of
      providing a control account for debt servicing.

	 	 
	2 	
      Operation of Debt Service Account

	 	 
	2.1 	
      The Borrower undertakes, for so long as any amount is
      outstanding under the Finance Documents or any Commitment is in force, not
      to make or authorise any withdrawals from the Debt Service Account except
      in accordance with the following provisions of this Clause 2 (Debt
      Service Account) and this Schedule

	 	 
	2.2 	
      At any time during the period of thirty (30) days prior
      to any Interest Payment Date or the Final Maturity Date, the Borrower
      shall ensure that the credit balance of the Debt Service Account is not
      less than the scheduled repayment of the Loan(s) and payment of interest
      accrued and any other amount payable under the Finance Documents for that
      Interest Payment Date or the Final Maturity Date.

	 	 
	2.3 	
      The Borrower may make or authorise withdrawals and
      transfers from Debt Service Account only with the Facility Agent’s consent
      and for the purpose of repayment of the Loan(s) outstanding or any part
      thereof or in payment of any interest accrued and any other amounts due
      and payable by the Borrower under the Finance Documents.

	 	 
	2.4 	
      The Facility Agent is authorised to make withdrawals and
      transfers from the Debt Service Account in such amount and at such time as
      it shall determine for the purposes set out in this
  Schedule.



-63-




Execution

EXECUTION

IN WITNESS WHEREOF the parties have executed this Agreement on
the date first mentioned above. 

BORROWER 

CHINA SECURITY & SURVEILLANCE TECHNOLOGY, INC. 


	By 	: 	TU GUO SHEN 
	/s/ Guoshen Tu 	 
	  	  	 
	Address 	: 	13/F, Shenzhen Special Zone Press Tower Shennan
      Road, Futian, 
	  	  	Shenzhen, P.R.C. 
	  	  	 
	Fax 	: 	+86 755 8351 0815 



ARRANGER 

CHINA DEVELOPMENT BANK CORPORATION HONG KONG BRANCH 

	By 	 	 
	 	 	 
	(seal)	 :	 
	 	 	
       

	 	 	
       

	 	 	
       

	Address 	: 	
      Suite 3307-15, 33/F., One International Finance Centre,
      No. 1 Harbour View Street, Central, Hong Kong 

	 	 	
       

	 	 	
       

	Fax 	:	
      +852 2530 4083 

	 	 	
       

	Attention 	:	
      Mr. Meng Zhongwen 



-64-




Execution

FACILITY AGENT 

CHINA DEVELOPMENT BANK CORPORATION HONG KONG BRANCH

 

	By 	  	  
	 	 	 
	(seal) 	: 	: 



 

	Address 	: 	
      Suite 3307-15, 33/F., One International Finance Centre,
      No. 1 Harbour View Street, Central, Hong Kong 

	 		
       

	Fax 	:	
      +852 2530 4083 

	 		
       

	Attention 	:	
      Mr. Meng Zhongwen 



 

ORIGINAL LENDER 

CHINA DEVELOPMENT BANK CORPORATION HONG KONG BRANCH 

	By 		
       

	 	 	
       

	(seal) 	 :	
       

	 	 	
       

	:	 	
       

	 	 	
       

	 	 	
       

	 	 	
       

	Address 	
      :
	
      Suite 3307-15, 33/F., One International Finance Centre,
      No. 1 Harbour View Street, Central, Hong Kong 

	 	 	
       

	Fax 	:	
      +852 2530 4083 

	 	 	
       

	Attention 	:	
      Mr. Meng Zhongwen 



-65-