Exhibit 10.33 

AMENDMENT AGREEMENT 

 

DECEMBER 12, 2008 

 

 

Between, amongst others


PHOTRONICS IMAGING TECHNOLOGIES
(SHANGHAI) CO., LTD, 
as the Company 

and 

JPMORGAN CHASE BANK (CHINA) COMPANY
LIMITED, SHANGHAI BRANCH, 
as Administrative Agent 

relating to the Amended and Restated
Agreement dated August 23, 2007 
in respect of the RMB186,000,000 facility
established in favour of 
Photronics Imaging Technologies (Shanghai) Co.
Ltd.




CONTENTS 

	Clause 	  	Page  
	1. 	Definitions and Interpretation  	1  
	2. 	Amendments  	2 
    
	3. 	Conditions of Effectiveness  	7  
	4. 	Payment of
      Amendment Fees  	7 
    
	5. 	Representations  	7  
	6. 	Continuity and
      Further Assurance  	8 
    
	7. 	Miscellaneous  	8  
	  
	SIGNATORIES  	9  
	  
	Annex I 	  	10  






THIS AMENDMENT
AGREEMENT is dated December 12, 2008


BETWEEN: 

	(1)	      	PHOTRONICS IMAGING
      TECHNOLOGIES (SHANGHAI) CO., LTD (the
      Company); and
	 
	(2)		THE FINANCIAL
      INSTITUTIONS PARTY TO THE ORIGINAL FACILITY AGREEMENT (AS DEFINED BELOW)
      as lenders (the Lenders);
    and
	 
	(3)		JPMORGAN CHASE BANK
      (CHINA) COMPANY LIMITED, SHANGHAI BRANCH as Administrative Agent (in this capacity the Administrative Agent).


BACKGROUND: 

	(A)	      	On August 23, 2007,
      the Company, the Lenders and the Administrative Agent entered into an
      Amended and Restated Agreement (the Original Facility Agreement) in
      respect of the RMB 186,000,000 facility established in favour of the
      Company.
	 
	(B)		The parties wish to
      amend the terms of the Original Facility Agreement in accordance with the
      terms of this Amendment Agreement.
	 
	(C)		The Lenders have
      agreed to the amendments as set forth in this Amendment Agreement and have
      directed the Administrative Agent to enter into this Amendment Agreement
      on their behalf.


IT IS AGREED as follows: 

	1.	      	DEFINITIONS AND INTERPRETATION
	 
	1.1		Incorporation of defined terms
	 
	 		Unless a
      contrary indication appears, terms and expressions defined in or construed
      for the purposes of the Original Facility Agreement shall have the same
      meaning herein. In addition, in this Amendment Agreement:
	 
	 		Effective
      Date means the date on which all the
      conditions specified in Clause 3 of the Amendment Agreement have been
      satisfied.
	 
	 		Facility
      Agreement means the Original Facility
      Agreement as amended by this Amendment Agreement.
	 
	1.2		Rules of
      Construction
	 
	 		The
      provisions of clause 1.2 (Construction) of the Original
      Facility Agreement shall apply to this Amendment Agreement mutatis mutandis.
	 
	1.3		Clauses
	 
	 		(a)	      	In this Amendment
      Agreement any reference to a "Clause" or "Schedule" is, unless the context
      otherwise requires, a reference to a Clause or, as appropriate, the
      Schedule to, this Amendment Agreement.
					 
			(b)		Clause and Schedule headings are
      for ease of reference only.
	 






	2.	      	AMENDMENTS
	 
	 		With effect
      from the Effective Date, the Original Facility Agreement shall be amended
      as follows:
	 
	 		(a)	      	The definition of
      "Agents" in clause 1.1 (Definitions) of the Original
      Facility Agreement is hereby amended by deleting it in its entirety and
      inserting in lieu thereof the following:
	 
	 		 		Agents
      means the Administrative Agent (and any
      successor administrative agent), the Collateral Agent and the PRC
      Collateral Agent.
	 
	 		(b)		The definition of
      "Final Maturity Date" in clause 1.1 (Definitions) of the Original
      Facility Agreement is hereby amended by deleting each reference to "11
      October" and inserting in lieu thereof "31 January".
	 
	 		(c)		The definition of
      "Finance Documents" in clause 1.1 (Definitions) of the Original
      Facility Agreement is hereby amended by deleting the reference to "Pledge
      Agreements (as defined in the Guarantee)" and inserting in lieu thereof
      "Collateral Documents (as defined in the Guarantee) and the PRC Collateral
      Documents".
	 
	 		(d)		The definition of
      "Finance Party" in clause 1.1 (Definitions) of the Original
      Facility Agreement is hereby amended by deleting it in its entirety and
      inserting in lieu of the following:
	 
	 		 		Finance Party
      means a Lender, the Administrative
      Agent, or the PRC Collateral Agent.
	 
	 		(e)		Clause 1.1
      (Definitions) of the Original Facility Agreement is hereby amended by inserting
      the following new definitions in the appropriate alphabetical
    order:
	 
	 		 		Agreed Security
      Principles means the principles
      governing the grant and perfection of security in relation to this
      Agreement as set forth below:
	 
	 		 		(a) Security shall not
      be created or perfected to the extent that it would (i) result in any
      breach of corporate benefit, fraudulent preference, retention of title
      claims, similar laws or regulations, or any applicable legal prohibition
      or restriction or (ii) result in costs that are disproportionate to the
      benefit obtained by the beneficiaries of that security.
	 
	 		 		(b) Where there is
      material incremental cost involved in creating or perfection security over
      all assets owned by the Company in a particular category and such costs
      are disproportionate to the benefit obtained by the security, only the
      material assets in that category shall be subject to
security.
	 
	 		 		(c) Where it is
      impossible or impractical (e.g. due to onerous administrative or
      regulatory requirements) to create or perfect security over certain
      categories of assets, in which event,
      security over such assets will not be
      taken or perfected.
	 
	 		 		Lien
      means, with respect to any asset, (a)
      any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance,
      charge or security interest in, on or of such asset, (b) the interest of a
      vendor or a lessor under any conditional sale agreement, capital lease or
      title retention agreement (or any financing lease having substantially the
      same economic effect as any of the foregoing) relating to such asset and
      (c) in the case of securities, any purchase option, call or similar right
      of a third party with respect to such securities.
	 






	         	 		Obligations
      means all indebtedness (including
      interest accruing during the pendency of any bankruptcy, insolvency,
      receivership or other similar proceeding, regardless of whether allowed or
      allowable in such proceeding), obligations and liabilities of the Company
      to any of the Finance Parties, individually or collectively, under this
      Agreement or any of the other Finance Documents or in respect of any of
      the Loans made or other instruments at any time evidencing any thereof,
      whether direct or indirect, joint or several, absolute or contingent,
      matured or unmatured, liquidated or unliquidated, secured or unsecured,
      arising by contract, operation of law or otherwise.
		 
		 		PRC Collateral
      means the PRC Property and any other
      property (whether real, personal, tangible, intangible, or mixed) of the
      Company reasonably requested by the PRC Collateral Agent from time to time
      upon instructions from the Majority Lenders and in accordance with the
      Agreed Security Principles to be pledged in favor of the PRC Collateral
      Agent, on behalf of itself and the Lenders, pursuant to the PRC Mortgages
      and any other PRC Collateral Document from time to time.
		 
		 		PRC Collateral
      Agent means a Lender to be agreed by
      the Company, the Administrative Agent and the Majority Lenders to act as
      the PRC collateral agent for the Lenders under the PRC Collateral
      Documents, together with its successors and assigns in such
      capacity.
		 
		 		PRC Collateral
      Documents means, collectively, the PRC
      Mortgages, any security agreement, and all other agreements, instruments
      and documents executed in connection with this Agreement that are intended
      to create, evidence or perfect Liens to secure the
  Obligations.
		 
		 		PRC Mortgage
      means the first priority mortgage over
      the PRC Property granted by the Company in favor of the PRC Collateral
      Agent, for its benefit and the Lenders, in form and substance reasonably
      satisfactory to the PRC Collateral Agent and the Company, including any
      amendment, restatement, modification or supplement thereto.
		 
		 		PRC Mortgage
      Instruments means such title reports,
      title insurance, flood certifications and flood insurance, opinions of
      counsel, surveys, appraisals and environmental reports and other similar
      information and related certifications as are reasonably requested by, and
      in form and substance reasonably acceptable to, the PRC Collateral Agent
      from time to time.
		 
		 		PRC Property
      means the site or any buildings located
      at No. 158, Jin Qiu Road, Shanghai (including, for the avoidance of doubt,
      both allocated land and granted land).
		 
		(f)	      	Subclause 8.1(a) of
      the Original Facility Agreement is hereby amended by inserting the text
      "140 percent of" immediately before the text "the PBOC Base
    Rate".
		 
		(g)		Clause 9
      (Market Disruption) of the Original Facility Agreement is hereby amended
      by deleting it in its entirety and inserting in lieu of the text on Annex
      I hereto.
		 
		(h)		Clause 14
      (Representations and
      Warranties) of the Original Facility
      Agreement is hereby amended by inserting a new clause 14.21 after existing
      clause 14.20 (CBRC Rules) and re-designating the existing clause 14.21
      (Times for making representations and
      warranties) as new clause
    14.22:
		 






	         			14.21     
      Security Interest in Collateral
				 
		 		The
      provisions of this Agreement and the PRC Collateral Documents create legal
      and valid Liens on all the PRC Collateral covered thereby in favor of the
      PRC Collateral Agent, for the benefit of the Finance Parties, and (i) when
      all appropriate filings, recordings, registrations, stampings or
      notifications are made and (ii) upon the taking of possession or control
      by the PRC Collateral Agent of such PRC Collateral with respect to which a
      security interest may be perfected only by possession or control, such
      Liens shall constitute perfected and continuing Liens on the PRC
      Collateral, securing the Obligations, and having priority over all other
      Liens on the PRC Collateral except in the case of (a) Permitted Security
      Interests, to the extent any such Permitted Security Interest would have
      priority over the Liens in favor of the PRC Collateral Agent pursuant to
      any applicable law and (b) Liens perfected only by possession (including
      possession of any certificate of title) to the extent the PRC Collateral
      Agent has not obtained or does not maintain possession of such PRC
      Collateral.
		 
		(i)		Clause 16.2
      (Authorisations) of the Original Facility Agreement is hereby amended
      by deleting it in its entirety and inserting in lieu thereof the
      following:
		 
		 		16.2	      	Authorisations
		 
		 		 		(a) The
      Company must promptly:
		 
		 		 		      	(i)	      	obtain, maintain and
      comply with the terms; and
		 
		 		 			(ii)		supply certified
      copies to the Administrative Agent,
		 
		 		 		of any
      authorisation required under any law or regulation to enable it to perform
      its obligations under, or for the validity or enforceability of, any
      Finance Document.
		 
		 		 		(b) The
      Company must, within 15 days upon the performance of the Guarantee by the
      Guarantor, effect the foreign debt registration with SAFE in respect of
      the Guarantee and promptly thereafter deliver to the Administrative Agent
      a certified copy of the foreign debt registration certificate issued by
      SAFE.
		  
		(j)	      	Subclause
      16.6 (b)(ii) of the Original Facility Agreement is hereby amended by
      inserting the text "with the consent of the Majority Lenders" at the end
      thereof. 
		 
		(k)		Clause 16
      (General Covenants) of the Original Facility Agreement is hereby amended
      by inserting the following new clauses 16.14, 16.15 and 16.16 at the end
      thereof:
		 
		 		16.14		Equity
      Interest
		 
		 		The Company
      shall not issue any share capital or other equity interests to any person
      other than the Guarantor.
		 
		 		16.15		Preservation of Existence
		 
		 		The Company
      shall preserve, renew and maintain in full force and effect its legal
      existence and good standing under PRC law except in a transaction
      permitted by Clause 16.10 (Mergers). The Company shall not enter into any
      liquidation, dissolution, winding-up or other termination of existence
      without the consent of the Majority Lenders.
		 






				16.16     PRC
      Collateral
				 
		 		      (a) The due, prompt and
      punctual payment and performance of all present and future Obligations of
      the Company under the Finance Documents, including, without limitation,
      the payment of principal of and interest on the Loan and all other fees,
      costs, charges and expenses due to the Finance Parties provided for in the
      Finance Documents shall be secured by Liens, as applicable, in, to or on
      the PRC Collateral.
		 
		 		      (b) Upon request by the PRC
      Collateral Agent and the Administrative Agent, the Company shall, promptly
      and in any event within a period reasonably acceptable to the PRC
      Collateral Agent and the Administrative Agent, cause all PRC Collateral to
      be subject at all times to first priority and perfected Liens in favor of
      the PRC Collateral Agent for the benefit of the Lenders to secure the
      Obligations in accordance with the terms and conditions of the Collateral
      Documents, subject in any case to Liens permitted by Clause 16.5 (Negative
      pledge). Without limiting the generality of the foregoing, the Company
      will, within the time period specified above, deliver the PRC Mortgages
      and the PRC Mortgage Instruments with respect to the PRC Property to the
      PRC Collateral Agent, and duly register the PRC Mortgages as first ranking
      mortgages in favor of the PRC Collateral Agent with Shanghai Real Estate
      Trading Center or its authorized district branches.
		 
		 		      (c) Without limiting the
      foregoing, the Company will execute and deliver, or cause to be executed
      and delivered, to the PRC Collateral Agent such documents, agreements and
      instruments, and will take or cause to be taken such further actions
      (including without limitation undertaking all registration and perfection
      steps required under, and within the time required by, the applicable
      laws, filing and recording of financing statements, fixture filings,
      mortgages, deeds of trust and other documents, payment of registration or
      other related fees or charges and such other actions or deliveries
      required by law, as applicable), which may be required by law or which the
      PRC Collateral Agent may, from time to time, reasonably request to carry
      out the terms and conditions of this Agreement and the other Finance
      Documents and to ensure perfection and priority of the Liens created or
      intended to be created by the PRC Collateral Documents, all at the expense
      of the Company.
		 
		 		      (d) If any real property or
      improvements thereto or any interests therein) are acquired by the Company
      after December 12, 2008 (other than assets already constituting PRC
      Collateral under any PRC Mortgage or any other PRC Collateral Document),
      the Company will notify the PRC Collateral Agent thereof, and, if
      requested by the PRC Collateral Agent, the Company will cause such assets
      to be subjected to a Lien securing the Obligations and will take such
      actions as shall be necessary or reasonably requested by the PRC
      Collateral Agent to grant and perfect such Liens, including actions
      described in paragraph (c) of this Section, all at the expense of the
      Company.
		 
	         	(l)		Clause 17.3
      (Breach of other
      obligations) of the Original Facility
      Agreement is hereby amended by deleting the text "or clause 7 (General
      Covenants)" and inserting in lieu thereof the text ", clause 6
      (Affirmative Covenants) or clause 7 (Negative Covenants)".
		 
		(m)	      	Clause 17.11
      (Effectiveness of Finance
      Documents) of the Original Facility
      Agreement is hereby amended by inserting the following new paragraphs (d)
      and (e) at the end thereof:
		 
		 		(d)
      any PRC Collateral Document shall for any
      reason fail to create a valid and perfected first priority security
      interest in any material portion of the PRC Collateral purported to be
      covered thereby, except as permitted by the terms of any Finance
      Document.
		 






	         	 		(e) any Collateral
      Document shall for any reason fail to create a valid and perfected first
      priority security interest in any material portion of the Collateral
      purported to be covered thereby, except as permitted by the terms of any
      Finance Document.
		 
		(n)		Clause 17
      (Default) of the Original Facility Agreement is hereby amended by inserting
      the following new clause 17.15 at the end thereof:
		 
		 		17.15    
      Enforcement of Security
		 
		 		Upon the occurrence
      and during the continuance of an Event of Default, the PRC Collateral
      Agent may, in accordance with the terms of the PRC Collateral Documents,
      exercise any rights and remedies provided to the PRC Collateral Agent
      under the Finance Documents or at law or equity.
		 
		(o)	      	Clause 18.1
      (Appointment and duties of the
      Administrative Agent and the Collateral Agent) of the Original Facility Agreement is hereby amended by deleting
      the heading in its entirety and inserting in lieu thereof "Appointment and
      duties of the Administrative Agent, the Collateral Agent and the PRC
      Collateral Agent."
		 
		(p)		Subclause 18.1(a) of
      the Original Facility Agreement is hereby amended by deleting it in its
      entirety and inserting in lieu thereof the following:
		 
		 		(a) Each Finance Party
      (other than the Agents) irrevocably appoints JPMorgan Chase Bank (China)
      Company Limited, Shanghai Branch as Administrative Agent and the PRC
      Collateral Agent, and JPMorgan Chase Bank, National Association as
      Collateral Agent, under and in connection with the Finance Documents.
      Without limiting the foregoing, each Lender authorizes each of the
      Administrative Agent and the Collateral Agent to enter into the
      Intercreditor Agreement on behalf of such Lender and agrees to be bound by
      the terms of the Intercreditor Agreement as if it were a party thereto.
      Each Lender hereby appoints each other Lender as its agent for the purpose
      of perfecting Liens, for the benefit of the PRC Collateral Agent and the
      Lenders, in assets which, in accordance with applicable law can be
      perfected only by possession. Should any Lender (other than the PRC
      Collateral Agent) obtain possession of any such PRC Collateral, such
      Lender shall notify the PRC Collateral Agent thereof, and, promptly upon
      the PRC Collateral Agent’s request therefor shall deliver such PRC
      Collateral to the PRC Collateral Agent or otherwise deal with such PRC
      Collateral in accordance with the PRC Collateral Agent’s
      instructions.
		 
		(q)		Subclause 18.1(b) of
      the Original Facility Agreement is hereby amended by inserting the
      following new paragraph at the end thereof:
		 
		 		Without limiting the
      generality of paragraphs (i) & (ii) above, each Lender authorizes the
      PRC Collateral Agent to enter into each PRC Collateral Document and to
      take all action contemplated by such documents. Each Lender agrees that no
      Lender (other than the PRC Collateral Agent) shall have the right
      individually to seek to realize upon the security granted by any PRC
      Collateral Document, it being understood and agreed that such rights and
      remedies may be exercised solely by the PRC Collateral Agent for the
      benefit of the Lenders upon the terms of the PRC Collateral Documents. The
      PRC Collateral Agent is hereby authorized, and hereby granted a power of
      attorney, to execute and deliver on behalf of the Lenders any PRC
      Collateral Documents necessary or appropriate to grant and perfect a Lien
      on such PRC Collateral in favor of the PRC Collateral Agent on behalf of
      the Lenders.
		 






	 		(r)		Subclause 18.1(c) of
      the Original Facility Agreement is hereby amended by adding the following
      sentence at the end thereof:
	 
	 		 		For the avoidance of
      doubt, it is acknowledged and agreed that (i) the PRC Collateral Agent
      shall have no obligation to request PRC Collateral unless it has received
      instruction of the Majority Lenders, and (ii) the PRC Collateral Agent
      shall not be required to execute any Finance Document or take any action
      in connection with PRC Collateral (including, without limitation,
      perfection and maintenance of security thereon) which, in the PRC
      Collateral Agent's opinion, would expose the PRC Collateral Agent to
      liability or create any obligation or entail any consequence not
      contemplated or agreed to by the PRC Collateral Agent in this Agreement or
      any other Finance Document.
	 
	 		(s)	      	Clause 18.12
      (Resignation of the
      Agents) of the Original Facility
      Agreement is hereby amended by deleting each reference to “the
      Administrative Agent” appearing therein and to replace each such reference
      with the reference “the Administrative Agent or the PRC Collateral Agent,
      as the case may be."
	 
	3.	      	CONDITIONS OF EFFECTIVENESS
	 
	 		The
      effectiveness of this Amendment Agreement is subject to the conditions
      precedent that (a) the Administrative Agent shall have received
      counterparts of this Amendment Agreement duly executed by the Company, the
      Majority Lenders and the Administrative Agent and Photronics, Inc. has
      consented, in writing, to the amendments set forth herein and confirmed
      its guaranty in favour of the Administrative Agent for and on behalf of
      itself and the other Lenders and (b) the Company shall have paid all of
      the fees of the Administrative Agent and its affiliates (including, to the
      extent invoiced, reasonable attorneys’ fees and expenses of the
      Administrative Agent) in connection with this Amendment Agreement and the
      other Finance Documents.
	 
	4.		PAYMENT
      OF AMENDMENT FEES
	 
	 		The Company
      shall, within five (5) Business Days from the date hereof, pay to the
      Administrative Agent, for the account of each Lender that has consented to
      the amendments set forth herein by such time as is requested by the
      Administrative Agent, an amendment fee equal to 0.50% of such Lender’s
      share in the outstanding Loans and undrawn Commitments. The Company shall
      make each such payment in RMB in immediately available funds. The parties
      hereby acknowledge and agree that notwithstanding anything to the contrary
      contained in Clause 17.2 (Non-payment) of the Original
      Facility Agreement, non-payment of the amendment fee within the time
      period specified herein shall be an Event of Default.
	 
	5.		REPRESENTATIONS
	 
	 		The Company
      makes each of the Repeating Representations by reference to the facts and
      circumstances existing as at the date of this Amendment Agreement (and for
      the avoidance of doubt, any reference therein to the Facility Agreement or
      any Finance Document shall be deemed to include a reference to this
      Amendment Agreement).
	 






	6.	      	CONTINUITY AND FURTHER ASSURANCE  
			 
	6.1	  	Continuing Obligations  
			 
	(a)	  	The
      provision of the Facility Agreement and the other Finance Documents shall
      continue in full force and effect.
		  	
	(b)	 	Without
      prejudice to paragraph (a), any guarantee and/or security given by any
      Obligor under any or all of the Finance Documents shall continue in full
      force and effect.
		  	
	6.2	  	Further
      assurance
			 
		  	The Company
      shall, at the reasonable request of the Lenders and at its own expense, do
      all such acts and things necessary or appropriate to give effect to the
      amendments effected or to be effected pursuant to this Amendment
      Agreement.
	 	  	
	7.	  	MISCELLANEOUS
			 
	7.1	  	Governing
      Law
			 
		  	This
      Amendment Agreement shall be governed by and construed in accordance with
      the law of the PRC.
			 
	7.2	  	Incorporation of terms
			 
		  	
      The provisions of clauses 28
      (Severability), 29 (Counterparts), 30
      (Notices), 31 (Language), 33 (Enforcement) of the Original
      Facility Agreement shall apply to this Amendment Agreement mutatis mutandis and as
      if any reference therein to the Facility Agreement or any Finance Document
      included a reference to this Amendment
    Agreement.

	 	  	
	7.3	  	Designation
			 
		  	This
      Amendment Agreement is a Finance Document.






This Amendment Agreement has been
entered into on the date stated at the beginning of this Amendment Agreement.


SIGNATORIES 

Company 

PHOTRONICS IMAGING TECHNOLOGIES
(SHANGHAI) CO., LTD. 

By: 

 

Administrative Agent

JPMORGAN CHASE BANK (CHINA) COMPANY
LIMITED, SHANGHAI BRANCH 

By: 




Annex I 

New Clause 9 

	9.	      	MARKET DISRUPTION
			 
	9.1	  	Market disruption
			 
	(a)	 	If
      the Administrative Agent determines that:
			 
		  	(i)	      	no PBOC Base
      Rate is available;
					 
		  	(ii)		funding in
      RMB in the required amount for that Loan is not available to any Lender;
      or
					 
		  	(iii)	  	
      funding or maintaining in RMB any
      Loan in the required amount is not available to any Lender on terms that
      are adequately covered by the PBOC Base Rate (including, without
      limitation, the PBOC Base Rate being less than the cost to any Lender of
      funding or maintaining a Loan),

		  	  		 
		  	the Administrative Agent must promptly notify the Company and the
      Lenders in writing.



	(b)	      	After notification under
      paragraph (a) above, the Company and the Administrative Agent must enter
      into negotiations for a period of not more than 30 days with a view to
      agreeing an alternative basis for determining the rate of interest and/or
      funding for the affected Loan, including, without limitation, determining
      the rate of interest reasonably necessary for any Lender to maintain the
      rate of return initially expected by such Lender for funding and
      maintaining a Loan.
	 
	(c)		Any alternative basis agreed will
      be, with the prior consent of all the Lenders affected thereby, binding on
      the Company and such Lenders.
	 
	(d)		If the Parties fail to reach an
      agreement on an alternative basis for determining the rate of interest,
      the following shall apply:
	 


	          	(i)		in the case of an event under
      paragraphs (a)(i) and (a)(ii) above, the Lenders shall cease to be under
      any further obligation to advance Loans, and in respect of an outstanding
      Loan, the rate of interest shall be determined by the Administrative Agent
      (after consultation with the Lenders), unless the Company has prepaid the
      Loan in accordance with the terms of subclause 9.1(d)(iii) or (iv)
      below.
		 
		(ii)		in the case of an event under
      paragraph (a)(iii) above, the Lenders shall cease to be under any further
      obligation to advance Loans, and in respect of an outstanding Loan, the
      rate of interest shall be determined by the affected Lender(s) for the
      affected Loan(s), which rate shall be equal to an amount reasonably
      necessary for the Lender(s) to maintain the rate of return initially
      expected by such Lender(s) for funding and maintaining such Loan(s), from
      whatsoever source and /or for whatsoever period it may have reasonably
      selected, unless the Company has prepaid the Loan in accordance with the
      terms of subclause 9.1(d)(iii) or (iv) below.
		 
		(iii)	      	During the thirty day period, the
      Company shall be at liberty at any time, by giving to the Administrative
      Agent not less than five (5) business days’ prior written notice, prepay
      (without premium or penalty but subject to Clause 21.3 (Break Costs)) the
      entire Loan. The amount prepaid shall not be redrawn and such prepayment
      shall be made together with all interest accrued on the Loan and all other
      moneys payable under this Agreement. On the Company giving notice of
      prepayment pursuant to this paragraph in respect of the entire Loan, the
      undrawn portion of the relevant Facility (if any) shall be automatically
      cancelled forthwith.
		 






	 		(iv)	      	The Company must prepay the
      relevant loan with all accrued interest and other amounts within 15
      Business Days of receipt of the Administrative Agent’s notice of
      prepayment.
	 
	(e)	      	The Administrative
      Agent (in consultation with the Lenders) shall periodically determine with
      the market disruption events requiring the alternative basis as described
      in this Clause 9.1 continues and, if not, shall forthwith give notice in
      writing to the Company and the Lenders, whereupon the Administrative Agent
      shall establish a date on which any alternative basis shall cease to apply
      and on which the other applicable provisions of this Agreement for the
      determination of interest rate and interest payment dates in the absence
      of a market disruption event described in this Clause 9.1 shall
      apply.
	 
	(f)		If a market disruption
      event described in this Clause 9.1 continues beyond the period for which
      the alternative basis has been agreed or such other basis has been
      determined, such procedure shall be repeated as often as may be
      necessary.